Banco Votorantim S.A. U.S.$5,000,000,000 Global Medium-Term Note Program

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1 LISTING PARTICULARS FOR LISTING PURPOSES ONLY Banco Votorantim S.A. (a corporation incorporated under the laws of the Federative Republic of Brazil) (acting through its principal office in São Paulo) U.S.$5,000,000,000 Global Medium-Term Note Program Banco Votorantim S.A., acting through its principal office in São Paulo, may from time to time issue medium-term Notes ( Notes ) pursuant to the Global Medium-Term Note Program described herein (the Program ) denominated in U.S. dollars or such other currencies or currency units as may be set forth in the relevant Final Terms described herein. The Notes will have maturities as may be set forth in the applicable Final Terms, subject to all legal and regulatory requirements applicable to issuances in particular currencies. The maximum principal amount of all Notes from time to time outstanding will not exceed U.S.$5,000,000,000 (or the equivalent, calculated as described herein, in other currencies or currency units), subject to any duly authorized increase. The Notes may bear interest on a fixed or floating rate basis, be issued on a fully discounted basis and not bear interest, or be indexed. All Notes denominated in the same currency, having the same maturity date, bearing interest, if any, on the same basis and at the same rate and the terms of which are otherwise identical, except for the issue date, issue commencement date and/or the issue price, will constitute a series. Each series may comprise one or more tranches, each a tranche, issued on different issue dates. The aggregate nominal amount, any interest rate or interest calculation, the issue price, and any other terms and conditions not contained herein with respect to such tranche of Notes will be established at the time of issuance and set forth in the applicable Final Terms. The Notes may be offered for sale (i) in the United States to qualified institutional buyers ( QIBs ) (as defined in Rule 144A ( Rule 144A ) under the Securities Act of 1933, as amended (the Securities Act )) pursuant to Rule 144A or (ii) outside the United States to non-u.s. persons in reliance on Regulation S under the Securities Act ( Regulation S ) and in accordance with applicable laws. See Plan of Distribution. Notes offered for sale pursuant to Rule 144A are referred to as restricted Notes, and Notes offered for sale in reliance on Regulation S are referred to as unrestricted Notes. See Risk Factors for a discussion of certain factors to be considered in connection with an investment in the Notes. The Notes may contain a Foreign Currency Constraint provision, as more fully described herein and in the applicable Final Terms. Upon the occurrence of a Foreign Currency Constraint Event (as defined herein), a holder of Notes that contain a Foreign Currency Constraint Provision may elect to exchange such Notes for an equivalent nominal amount of exchanged Notes with terms and conditions identical to the terms and conditions of the original Notes, except that payments in respect of the exchanged Notes will be made in the lawful currency of Brazil. Upon termination of the Foreign Currency Constraint Event, exchanged Notes will be exchanged for an equivalent nominal amount of the original Notes and such holder will receive future payments in respect of the Notes in the specified currency (as defined herein) of the Notes. If a holder does not elect to receive payments in the lawful currency of Brazil by making such exchange, after the termination of the Foreign Currency Constraint Event, such holder will receive payments in respect of the Notes in the specified currency of the Notes. A Foreign Currency Constraint Event will not be deemed an Event of Default, provided that we have fully complied with our obligations under Condition 25 of the Notes. See Terms and Conditions of the Notes Condition 25. Application has been made to the Irish Stock Exchange for the approval of these Listing Particulars and for any Notes issued under the Program for the period of 12 months from the date of these Listing Particulars to be listed on the Official List of the Irish Stock Exchange and to be admitted for trading on its Global Exchange Market (the Irish Stock Exchange (Global Exchange Market) ). However, Notes may be issued under the Program, which will not be listed on the Irish Stock Exchange (Global Exchange Market) or any other stock exchange, and the Final Terms applicable to a series will specify whether or not the Notes of such series will be listed and admitted to trade on the Irish Stock Exchange (Global Exchange Market) or any other stock exchange. With respect to the Program and any listed Notes issued under the Program, there can be no assurance that a listing on the Irish Stock Exchange (Global Exchange Market) or any other stock exchange will be achieved prior to the launch date of the Program or the issue date of any Notes or otherwise. In particular, in respect of Notes of any series initially listed on the Irish Stock Exchange (Global Exchange Market) or any stock exchange in the European Union, we may seek to terminate such listing and list such Notes on an alternative stock exchange outside the European Union in the event that the regime established under the EU Transparency Directive (Directive 2004/109/EC) imposes excessively onerous obligations on us at such time as it takes effect in relation to us, such as any requirement to publish financial statements in the European Union prepared in accordance with, or reconciled to, International Financial Reporting Standards. Tranches of Notes may be rated or unrated. Where a tranche of Notes is rated, such rating will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS. THE NOTES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS (AS DEFINED IN REGULATION S AND, IF BEARER BONDS ARE TO BE OFFERED, THE INTERNAL REVENUE CODE), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BEARER NOTES ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO A UNITED STATES PERSON, EXCEPT IN CERTAIN TRANSACTIONS PERMITTED BY U.S. TAX REGULATIONS. SEE PLAN OF DISTRIBUTION. These Listing Particulars are valid for twelve months from the date hereof. These Listing Particulars replace any listing particulars dated prior to the date hereof relating to the Program. The date of these Listing Particulars is April 7, 2011 Arrangers and Dealers BANCO VOTORANTIM S.A. VOTORANTIM BANK LIMITED

2 You should rely only on the information contained in these listing particulars ( Listing Particulars ) or any final terms relating to any specific tranche of Notes ( Final Terms ). We have not authorized anyone to provide you with different information. We are not making, and each of the dealers for each series will not be making, an offer of these securities in any jurisdiction where such offer is not permitted. You should not assume that the information contained in these Listing Particulars or any Final Terms is accurate as of any date other than the date on the front of these Listing Particulars or the date of the relevant Final Terms, respectively. TABLE OF CONTENTS CERTAIN TERMS AND CONVENTIONS...5 SUPPLEMENTAL LISTING PARTICULARS...7 FORWARD-LOOKING STATEMENTS...8 PRESENTATION OF FINANCIAL AND OTHER INFORMATION...9 ENFORCEMENT OF JUDGMENTS...10 SUMMARY...12 RISK FACTORS...30 EXCHANGE RATES...45 USE OF PROCEEDS...47 CAPITALIZATION...48 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...49 SELECTED STATISTICAL INFORMATION...75 BUSINESS...87 OWNERSHIP AND CAPITAL STRUCTURE MANAGEMENT RELATED PARTY TRANSACTIONS THE BRAZILIAN FINANCIAL SYSTEM AND BANKING REGULATION TERMS AND CONDITIONS OF THE NOTES CLEARING AND SETTLEMENT TAXATION CERTAIN UNITED STATES ERISA CONSIDERATIONS PLAN OF DISTRIBUTION NOTICE TO INVESTORS LEGAL MATTERS INDEPENDENT ACCOUNTANTS GENERAL INFORMATION ANNEX A - FORM OF FINAL TERMS...A-1 INDEX TO FINANCIAL STATEMENTS...F-1 Page i

3 The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. These Listing Particulars have been and the relevant Final Terms will be prepared by us solely for use in connection with the proposed offering of the Notes described in these Listing Particulars and in the relevant Final Terms. These Listing Particulars do not and the relevant Final Terms will not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire securities. We and each of the dealers for each series reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the Notes offered by the relevant Final Terms. Distribution of these Listing Particulars and the relevant Final Terms to any person other than the prospective investor and any person retained to advise such prospective investor with respect to its purchase is unauthorized, and any disclosure of any of its contents, without our prior written consent, is prohibited. Each prospective investor, by accepting delivery of these Listing Particulars and the relevant Final Terms, agrees to the foregoing and to make no photocopies of these Listing Particulars and the relevant Final Terms or any documents referred to in these Listing Particulars and the relevant Final Terms. These Listing Particulars should be read and construed together with any amendments or supplements hereto and with any other documents incorporated by reference herein and, in relation to any series of Notes, should be read and construed together with the relevant Final Terms. Each time we offer or sell Notes under the Program, we will provide Final Terms that will contain certain specific information about the terms of that offering. If there is any inconsistency between the information in these Listing Particulars and any Final Terms, you should rely on the information in those Final Terms. These Listing Particulars and the relevant Final Terms are intended solely for the purposes of soliciting expressions of interest in the Notes from qualified investors and, if applicable, the listing of the Notes on the Irish Stock Exchange (Global Exchange Market) and do not purport to summarize all of the terms, conditions and other provisions contained in the agency agreement relating to the Notes and other transaction documents. The information provided is not all-inclusive and may not contain all the information you would desire. The market information in these Listing Particulars has been obtained by us or derived from publicly available sources deemed by us to be reliable. The third party market information in these Listing Particulars has been accurately reproduced and, as far as we are aware and are able to ascertain from the market information published by those publicly available sources, no facts have been omitted which would render the market information reproduced herein inaccurate or misleading. None of the Arrangers or the dealers (in each case, other than us in our capacity as Issuer) for any series will make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in these Listing Particulars and the relevant Final Terms. Nothing contained in these Listing Particulars and the relevant Final Terms is, or shall be relied upon as, a promise or representation by any such Arranger or dealer for any series as to the past or future. Notwithstanding any investigation that any such Arranger or dealer of any particular series may have conducted with respect to the information contained herein, such Arranger or dealer assumes no liability for the accuracy or completeness of any information contained in these Listing Particulars or any Final Terms. We confirm that, after having made all reasonable inquiries, these Listing Particulars contain and the relevant Final Terms will contain all information with regard to us and the Notes that is material to the offering and sale of the Notes, that the information contained in these Listing Particulars is and the relevant Final Terms will be true and accurate in all material respects and not misleading and that there are and there will be no omissions of any other facts from these Listing Particulars and the relevant Final Terms which, by their absence herefrom or therefrom, make these Listing Particulars and the relevant Final Terms misleading. We accept responsibility for the information contained in these Listing Particulars and any Final Terms regarding us and the Notes. 1

4 These Listing Particulars contain and the relevant Final Terms will contain summaries intended to be accurate with respect to certain terms of certain documents, but reference is and will be made to the actual documents, all of which will be made available to you, the Fiscal Agent or the relevant agents for each series for complete information with respect thereto, and all such summaries are and will be qualified in their entirety by such reference. You should rely only on the information contained in these Listing Particulars and the relevant Final Terms. None of the dealers for any series will have, nor have we authorized anyone to provide you with, different information. The information contained in these Listing Particulars is, and the relevant Final Terms will be, accurate only as of the date of these Listing Particulars or the date of the Final Terms, regardless of the time of delivery of these Listing Particulars, the relevant Final Terms or of any sale of the Notes. Neither the delivery of these Listing Particulars and the relevant Final Terms nor any sale made hereunder or thereunder shall under any circumstances imply that there has been no change in our affairs and in the affairs of each of our subsidiaries or that the information set forth herein is correct as of any date subsequent to the date hereof or thereof. By receipt of these Listing Particulars and the relevant Final Terms, you hereby acknowledge that (i) you have been afforded an opportunity to request from us and to review, and have received, all additional information considered by you to be necessary to verify the accuracy of, or to supplement, the information contained herein and in the relevant Final Terms, (ii) you have had the opportunity to review all of the documents described herein and in the relevant Final Terms, (iii) you have not relied on any of the Arrangers, the dealers or any person affiliated with them in connection with any investigation of the accuracy of such information or your investment decision, and (iv) no person has been authorized to give any information or to make any representation concerning us or the Notes (other than as contained herein, in the relevant Final Terms and information given by our duly authorized officers and employees, in connection with your examination of our business and the terms of each of the offerings under the Program) and, if given or made, you should not rely upon any such other information or representation as having been authorized by us or the dealers for each series. Each person receiving these Listing Particulars acknowledges that: (i) these Listing Particulars do not contain all the information that would be included in a prospectus for this offering were this offering to be registered under the Securities Act; (ii) the audited consolidated financial statements included in these Listing Particulars have been prepared in accordance with general accounting practices adopted in Brazil ( Brazilian GAAP ) prescribed by the Brazilian corporations law, the technical releases issued by IBRACON and the Federal Accounting Council (Conselho Federal de Contabilidade or CFC ), the rules and regulations of the CMN and the Central Bank and, when applicable, interpretative statements published by the Accounting Standards Committee (Comitê de Pronunciamentos Contábeis or CPC ); and (iii) Brazilian GAAP differs in certain significant respects from accounting principles generally accepted in the United States ( U.S. GAAP ) and from International Financial Reporting Standards ( IFRS ). 2

5 NOTICE FOR NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (THE RSA ) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. In connection with the issue of any tranche of Notes, the dealer or dealers (if any) named as the Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant tranche of Notes and 60 days after the date of the allotment of the relevant tranche of Notes. In making an investment decision, you must rely on your own examination of our business and the terms of each of the offerings under the Program, including the merits and risks involved. The Notes have not been approved or recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of these Listing Particulars or the relevant Final Terms. Any representation to the contrary is a criminal offense. These Listing Particulars do not and the relevant Final Terms will not constitute an offer to sell, or a solicitation of an offer to buy, any Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither we, the dealers for any series, nor any of our or their respective affiliates or representatives, are making any representation to you regarding the legality of any investment by you under applicable legal investment or similar laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of a purchase of the Notes. The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. These Listing Particulars have been, and the relevant Final Terms will have been, prepared by us 3

6 solely for use in connection with the offer and sale of the Notes outside the United States to non-u.s. persons pursuant to Regulation S, the offer and sale of the Notes within the United States pursuant to Rule 144A and, if applicable, the listing of the Notes on the Irish Stock Exchange (Global Exchange Market). Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of the restriction on offers, sales, resales and transfers of the Notes and distribution of these Listing Particulars and the relevant Final Terms, see Notice to Investors. The Notes have not been, and will not be, registered with the CVM. Any public offering or distribution, as defined under Brazilian laws and regulations, of the Notes in Brazil is not legal without prior registration under Law No. 6,385/76, as amended, and Instruction No. 400, issued by CVM on December 29, 2003, as amended. Documents relating to the offering of the Notes, as well as information contained therein, may not be supplied to the public in Brazil (as the offering of the Notes is not a public offering of securities in Brazil), nor be used in connection with any public offer for subscription or sale of the Notes to the public in Brazil. Each of the Arrangers has agreed, and each of the dealers will agree, not to offer or sell the Notes in Brazil, except in circumstances which do not constitute a public offering or distribution of securities under applicable Brazilian laws and regulations. We have applied to have the Program listed on the Irish Stock Exchange (Global Exchange Market) in accordance with its rules. These Listing Particulars form and the relevant Final Terms will form in all material respects the listing particulars for admission to the Irish Stock Exchange (Global Exchange Market). 4

7 As used in these Listing Particulars, references to: CERTAIN TERMS AND CONVENTIONS Bahamian Branch are to our offshore branch in The Bahamas; Banco Votorantim, the Bank, we, our and us are to Banco Votorantim S.A., on a consolidated basis (unless the context requires otherwise); the Brazilian government are to the federal government of the Federative Republic of Brazil; Brazilian corporations law are to Law No. 6,404/76, as amended and supplemented; Central Bank are to Banco Central do Brasil, the Brazilian Central Bank; CMN are to the Conselho Monetário Nacional, the Brazilian National Monetary Council; Bank; COPOM are to the Comitê de Política Monetária, the monetary policy committee of the Central construction materials financing are to the financing of the purchase by individuals of construction materials; CVM are to the Comissão de Valores Mobiliários, the Brazilian Securities Commission; the Ermírio de Moraes family are to the families of Antonio Ermírio de Moraes, Ermírio Pereira de Moraes and Maria Helena de Moraes Scripilliti and their heirs and the estate of José Ermírio de Moraes Filho; IBRACON are to the Instituto dos Auditores Independentes do Brasil, the Brazilian professional body of independent accountants; the Issuer are to Banco Votorantim S.A., acting through its head office in Brazil; Novo Mercado are to the Novo Mercado listing segment of the BM&FBOVESPA; payroll deductible loans are to loans extended through advances of amounts to an individual employee or beneficiary, which advances are repaid through deductions from the borrower s paycheck or benefits check; real, reais or R$ are to Brazilian reais, the official currency of Brazil since July 1, 1994; Real Plan are to the economic stabilization plan implemented by the Brazilian government in 1994; real/u.s. Ptax 800 selling exchange rate are to the real/dollar offer rate for U.S. dollars at the close of business on any date, expressed as the amount of reais per one U.S. dollar reported by the Central Bank on the Central Bank Data System (Sistema de Informações do Banco Central SISBACEN) under transaction code PTAX-800 (alternative Consulta de Câmbio or Exchange Rate Enquiry ) Option 5 ( Cotações para Contabilidade or Rates for Accounting Purposes ); repasses are to on-lending transactions whereby a financial institution obtains financing outside of Brazil or from Brazilian government sources and on-lends these funds to local borrowers; U.S.$, dollars or U.S. dollars are to United States dollars; 5

8 VBL are to our Bahamian subsidiary, Votorantim Bank Limited; and family. Votorantim Group are to the group of companies, including us, controlled by the Ermírio de Moraes Certain other terms are defined the first time they are used in these Listing Particulars. 6

9 SUPPLEMENTAL LISTING PARTICULARS We will, at the office of the Irish Paying Agent, provide, free of charge, a copy of these Listing Particulars. Written or telephone requests for such document should be directed to the office of the Irish Paying Agent and the Listing Agent. We have agreed to comply with any undertakings given by us from time to time to the Irish Stock Exchange in connection with the Notes and, without prejudice to the generality of the foregoing, shall furnish to such stock exchange all such information as such stock exchange may require in connection with the listing of the Notes. We shall, during the continuance of the Program, prepare a supplement to these Listing Particulars whenever required by the Irish Stock Exchange and in any event if there is a significant change affecting any matter contained in these Listing Particulars or a significant new matter arises, the inclusion of information in respect of which would have been so required had it arisen when the Listing Particulars were prepared. Any such supplement shall be deemed to be incorporated in, and form part of these Listing Particulars, save that any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of these Listing Particulars to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of these Listing Particulars. 7

10 FORWARD-LOOKING STATEMENTS These Listing Particulars include estimates and forward-looking statements, principally under the captions Summary, Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, Business and The Brazilian Financial System and Banking Regulation. Forward-looking statements are not guarantees of performance. They relate to future events and, therefore, depend on circumstances that may or may not occur in the future. Many of the factors that will determine these results are beyond our ability to control or predict. Investors are cautioned not to put undue reliance on any forwardlooking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and assumptions including, among other things: our relationship with Banco do Brasil S.A. ( Banco do Brasil ) and strategic initiatives we expect to undertake in this regard; general economic, political and business conditions in Brazil; risks relating to the current market environment; variations in loan default rates by our clients, as well as in our recording of provisions for doubtful loans; credit risk, market risk and any other risks related to financing activities; our level of capitalization; our ability to implement our business strategies successfully; availability and cost of funding; the market value of the Brazilian government securities; developments in laws, regulations, taxation and governmental policies that relate to our activities; administrative and legal proceedings involving us; competition in the Brazilian banking market; inflation, appreciation or depreciation of the real and fluctuations in interest rates; and the factors discussed under the section Risk Factors. This list of factors is not exclusive, and other risks and uncertainties may cause actual results to differ materially from those in the forward-looking statements. Various risks, uncertainties and other important factors have been identified in Risk Factors. The words believe, may, will, estimate, continue, anticipate, intend, expect, could, should, plan, potential and similar words are intended to identify forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in these Listing Particulars might not occur. Our actual results and performance could differ substantially from those anticipated in our forward-looking statements. 8

11 PRESENTATION OF FINANCIAL AND OTHER INFORMATION The financial data related to the consolidated balance sheets and consolidated income statements contained in these Listing Particulars have been derived from our audited consolidated financial statements as and for each of the years ended December 31, 2010, 2009 and 2008 and the accompanying notes thereto, in each case contained elsewhere in these Listing Particulars. We publish our financial statements in Brazil in accordance with Brazilian GAAP, which differ in certain significant respects from IFRS and U.S. GAAP. The financial information included in these Listing Particulars has not been prepared in accordance with international accounting standards adopted pursuant to Article 3 of Regulation (EC) No. 1606/2002, and there may have been material differences in such financial information had Regulation (EC) No. 1606/2002 been applied to such financial information. On December 28, 2007, the Brazilian government enacted Law No. 11,638, which, together with Law No. 11,941, amended the Brazilian corporations law and introduced the process of conversion of financial statements into IFRS. In accordance with Central Bank Communication No. 14,259, financial institutions will also be required to apply IFRS accounting standards starting with their accounting and financial statements for the year ending December 31, IFRS differs, in certain material respects, from Brazilian GAAP. We have identified but not quantified such differences and have not prepared any reconciliation between IFRS and Brazilian GAAP for any of our financial statements in connection with these Listing Particulars or for any other purpose. In addition, in accordance with CMN Resolution No. 3,604, dated August 29, 2008, starting with their accounting and financial statements for the year ending December 31, 2008, financial institutions are required to publish their statements of cash flow. Our financial statements as of and for the years ended December 31, 2010, 2009 and 2008 were prepared in accordance with Brazilian GAAP with the adoption of the modifications introduced by Law No. 11,638, Law No. 11,941, Resolution No. 3,604 and additional regulations issued by the CMN and the Central Bank. The main difference between these statements and those prepared prior to the effectiveness of these new rules is the presentation of statements of cash flows instead of statements of changes in financial position. For the convenience of the reader, certain amounts included in these Listing Particulars derived from our audited consolidated financial statements as of and for the year ended December 31, 2010 have been translated into U.S. dollars from the amount of nominal reais at December 31, 2010, utilizing the Ptax 800 selling exchange rate as of such date as published by the Central Bank of R$ to U.S.$1.00. See Exchange Rates below. Brazilian GAAP does not address the translation of financial information expressed in reais to other currencies for the convenience of the reader, and therefore, there is no established methodology under Brazilian GAAP. Accordingly, the translation of nominal reais amounts into U.S. dollars included in these Listing Particulars may result in distortions to the amounts presented, particularly in items of the income statement which represent flows of income and expenses over the period covered thereby and when making period-to-period comparisons. Some amounts that appear in these Listing Particulars (including percentage amounts) may not sum due to rounding. 9

12 ENFORCEMENT OF JUDGMENTS We are a corporation organized under the laws of Brazil. Substantially all of our directors and executive officers and certain advisors named herein reside in Brazil or elsewhere outside the United States, and all or a significant portion of the assets of such persons may be, and substantially all of our assets are, located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States or other jurisdictions outside Brazil upon such persons or to enforce against them or against us any judgments obtained in such courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws or predicated upon the laws of such other jurisdictions outside Brazil. In the Terms and Conditions of the Notes, we will agree that the courts of England shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with the Notes and, for such purposes, irrevocably submit to the jurisdiction of such courts. See Terms and Conditions of the Notes. We have been advised by Campos Mello Advogados, our Brazilian counsel, that judgments of U.S., English and other non-brazilian courts for civil liabilities predicated upon the securities laws of such countries, including the securities laws of the United States, subject to certain requirements described below, may be enforced in Brazil. A judgment against either us or any other person described above obtained outside Brazil would be enforceable in Brazil against us or any such person without reconsideration of the merits, upon confirmation of that judgment by the Brazilian Superior Court of Justice. That confirmation, generally, will occur if the foreign judgment: is for payment of a sum certain; fulfills all formalities required for its enforceability under the laws of the country where the foreign judgment is granted; is issued by a competent court after proper service of process is made; is not subject to appeal; is authenticated by a Brazilian consular office in the country where the foreign judgment is issued and is accompanied by a translation into Portuguese of a Brazilian-registered sworn translator; and is not contrary to Brazilian national sovereignty, public policy or public morality (as set forth in Brazilian law). Notwithstanding the foregoing, no assurance can be given that confirmation will be obtained, that the process described above can be conducted in a timely manner or that a Brazilian court would enforce a monetary judgment for violation of the securities laws of countries other than Brazil with respect to the Notes. We understand that original actions predicated on the securities laws of countries other than Brazil may be brought in Brazilian courts and that, subject to Brazilian public policy, public morality and national sovereignty, Brazilian courts may enforce civil liabilities in such actions against us, our directors, certain of our officers and the advisors named herein. Pursuant to Article 835 of the Brazilian Code of Civil Procedures, a plaintiff (whether Brazilian or non-brazilian) who resides outside or leaves Brazil during the course of litigation in Brazil must provide a bond to guarantee court costs and legal fees if the plaintiff owns no real property in Brazil that may ensure such payment. This bond must have a value sufficient to satisfy the payment of court fees and defendant s attorneys fees, as determined by the Brazilian judge based on the amount under dispute. This requirement does not apply to enforcement of foreign judgments which have been duly confirmed by the Brazilian Superior Court of Justice, nor to the cases of collection of claims based on instruments (which does not include the Notes) that may be enforced in Brazil without the review of their merits (títulos executivos extrajudiciais) and counterclaims (reconvenções) under Article 836 of such code. Any judgment obtained 10

13 against us in Brazil would be expressed in an amount in reais equivalent on the date of remittance from Brazil to the U.S. dollar amount due and unpaid under the Notes. 11

14 SUMMARY This summary highlights information contained elsewhere in these Listing Particulars. Unless the context implies otherwise, all data in these Listing Particulars is presented on a consolidated basis. This summary does not contain all of the information you should consider before investing in the Notes. You should read these Listing Particulars in their entirety, as amended or supplemented, especially the information set forth in Risk Factors and our consolidated financial statements and the notes thereto and the relevant Final Terms before making an investment decision. Introduction We are a privately held Brazilian bank providing a wide range of financial services. Historically, we operated mainly as a wholesale bank with a focus on treasury, large corporate and investment banking activities. In recent years, we have diversified our operations to include lending to the Brazilian corporate and middle market segments, consumer finance and fund management services. Our headquarters and administrative offices are located in São Paulo and we have 23 branches throughout Brazil. In addition, we have 283 affiliated offices throughout Brazil that support our consumer finance business. Outside of Brazil, we have a full service branch in the Bahamas, a representative office in London and a broker-dealer in New York. Based on total assets, we were ranked the seventh largest private bank in Brazil as of December 31, 2010, according to the Central Bank. Historically, we focused on providing credit, advisory, investment banking and other services to large corporations with annual sales over R$700 million. In recent years, we have implemented a strategy to expand our operations to companies in the Brazilian corporate sector, with annual sales ranging from R$200 million to R$700 million, and companies in the middle market sector, with annual sales ranging from R$10 million to R$200 million. Besides credit, we offer our clients corporate and investment banking tailor-made products and advisory services, such as structuring and advising on mergers and acquisitions, project finance, local and international capital markets and other structured finance transactions. Fund management services are offered to our corporate and institutional clients and to a select client base of high net worth individuals. We also offer treasury products to our clients and carry out risk management transactions and, subject to our internal investment criteria and risk management limits, proprietary trading for our own account. We believe we benefit from an efficient structure that allows us to respond quickly and directly to client demands and business opportunities and to effectively manage risk. Through our subsidiaries B.V. Financeira S.A. Crédito, Financiamento e Investimento ( B.V. Financeira ) and B.V. Leasing Arrendamento Mercantil S.A. ( B.V. Leasing ), we have increased our consumer credit business by providing financing for the purchase and leasing of vehicles, although our main focus is providing financing for purchasing rather than leasing. We are also currently expanding our consumer finance activities through B.V. Financeira in the areas of payroll deductible loans and, to a lesser extent, the financing of the purchase of construction materials and other assets. Payroll deductible loans are extended through advances of amounts to individual employees at certain designated companies or public sector entities or to pension recipients from the Brazilian National Pension Fund (Instituto Nacional de Seguridade Social or INSS ). Amounts due are automatically deducted from the employees payroll by the relevant employer or the INSS and credited directly to us. We undertake our fund management activities through our subsidiary, Votorantim Asset Management Distribuidora de Títulos e Valores Mobiliários Ltda. ( Votorantim Asset ), and we undertake brokerage activities through our subsidiary Votorantim Corretora de Títulos e Valores Mobiliários Ltda. ( Votorantim Corretora ). We are part of the Votorantim Group, one of the largest privately held industrial conglomerates in Latin America. We believe we benefit significantly from relations with other entities within the Votorantim Group. We conduct transactions with other entities within the Votorantim Group on an arm s length basis and compete with other financial institutions for the business of the Votorantim Group. Under Central Bank regulations, we 12

15 are not allowed to grant loans or credit in any form (including cash advances or guarantees issued to secure obligations of affiliates) to any affiliate of the Votorantim Group. See Related Party Transactions. In January 2009, the Ermírio de Moraes family entered into a strategic partnership with Banco do Brasil, whereby Banco do Brasil acquired 50% of our capital stock. We believe we are able to obtain better funding conditions and benefit from the origination and distribution capabilities of Banco do Brasil in all segments in which we operate as a result of this partnership. See Strategic Partnership with Banco do Brasil below. On December 31, 2010, we had R$107,818 million in total assets (compared to R$84,801 million on December 31, 2009 and R$72,310 million on December 31, 2008) and R$8,389 million in shareholders equity (compared to R$7,145 million on December 31, 2009 and R$6,361 million on December 31, 2008) on a consolidated basis. Net profit for the year ended December 31, 2010 was R$1,015 million (compared to R$802 million for the year ended December 31, 2009 and R$902 million for the year ended December 31, 2008). For the year ended December 31, 2010, our return on average shareholders equity (net profit divided by average shareholders equity) was 12.8% (compared to 12.0% for the year ended December 31, 2009 and 14.3% for the year ended December 31, 2008). See Selected Historical Financial Data and Management s Discussion and Analysis of Financial Condition and Results of Operations. Banco Votorantim s loan portfolio grew from R$0.9 billion as of December 31, 2002 to R$19.6 billion as of December 31, 2010, while B.V. Financeira s loan portfolio grew from R$1.7 billion to R$37.2 billion during the same period. Our headquarters are located at Avenida das Nações Unidas, 14171, Torre A, 18th Floor, , São Paulo, SP, Brazil (telephone: ). We are registered with the State of São Paulo Commercial Registry under NIRE (Número de Identificação no Registro de Empresas) number History We were originally incorporated under the laws of Brazil on August 31, 1988, with indefinite duration. We were organized as a limited liability company (sociedade limitada) under the laws of Brazil under the name Baltar Distribuidora de Títulos e Valores Mobiliários Ltda., and subsequently renamed Votorantim Distribuidora de Títulos e Valores Mobiliários Ltda. We became a corporation (sociedade por ações) under the laws of Brazil on February 25, 1991, a result of our transformation into a multiple service bank. We obtained the authorization from the Central Bank on August 7, 1991 to undertake a full range of banking activities. In August 1995, we commenced our consumer finance operations with the establishment of our subsidiary B.V. Financeira, which operates alongside B.V. Leasing. We commenced fund management activities in November 1995 by acquiring a brokerage company, with operations beginning in June In 1999, we established a new subsidiary, Votorantim Asset, to carry out fund management transactions. We were originally established by the Ermírio de Moraes family as the financial arm of the Votorantim Group, but since acquiring multiple bank status in 1991, we have actively sought to expand our client base outside the Votorantim Group. Benefiting from the strong recognition of the Votorantim brand, our operations have expanded to meet the needs of corporate clients with sales of over R$700 million per year, including both Brazilian companies and multinational corporations with a presence in Brazil, and an increasing client base of selected high net worth individuals. In recent years, we have implemented a strategy of expanding our lending to the Brazilian corporate, and middle market sectors, as well as consumer finance. See Business Corporate Banking and Strategic Partnership with Banco do Brasil below. One of our goals is to expand our business outside Brazil. In this respect, on February 20, 2002, we obtained a license to carry out banking business in The Bahamas from the Central Bank of The Bahamas through our Bahamian Branch. The Bahamian Branch enables us to raise funds in a more cost-effective manner and to offer our corporate client base a broader range of products. 13

16 The Ermírio de Moraes Family The Votorantim Group was founded by Mr. José Ermírio de Moraes in Currently, the member companies of the Votorantim Group are under the common control of Mr. José Ermírio de Moraes successors, namely: Mr. Antonio Ermírio de Moraes, Mr. Ermírio Pereira de Moraes, Ms. Maria Helena de Moraes Scripilliti and Mr. José Ermírio de Moraes Filho s successors (the Second Generation ). The Second Generation owns, directly or indirectly, all of the voting rights in respect of Hejoassú Administração S.A., which is the holding company for the Votorantim Group. The Second Generation and their children are collectively referred to herein as the Ermírio de Moraes Family. All of the companies controlled by the Ermírio de Moraes Family are collectively referred to herein as the Votorantim Group. The Votorantim Group The Votorantim Group is one of the largest privately held industrial conglomerates in Latin America. Its core companies are market leaders in Brazil in their respective business segments: cement, non-ferrous metals, pulp and paper and financial services. The Votorantim Group also has significant steel, agribusiness and chemical operations. In addition, it has a presence in the energy sector generating energy for its own consumption. The Votorantim Group companies supply markets around the world. Due to the international expansion of its businesses, its assets now include overseas cement plants in Canada and the United States and zinc plants in China, Peru and the United States which help diversify risk and generate non-brazilian currency revenue flows. The Votorantim Group commenced its operations in 1918 with Fábrica de Tecidos Votorantim, a small textile plant located in the city of Votorantim, in the state of São Paulo, under the direction of Senator José Ermírio de Moraes. In 1936, the Votorantim Group entered the cement business by opening a cement plant in the state of São Paulo. In 1937 and 1938, the Votorantim Group entered the rayon and steel businesses. By the 1940s, Senator José Ermírio de Moraes had created one of the largest industrial conglomerates in Latin America, producing textiles, cement, chemicals and steel. In 1942, the Votorantim Group expanded its cement operations to the state of Pernambuco in the northeast of Brazil. In the 1950s, the Votorantim Group began producing aluminium and hydroelectric power and refining sugar. In the 1960s, the Votorantim Group entered the zinc industry and expanded its hydroelectric power and aluminium production capacities. The Votorantim Group s focus in the 1970s and 1980s was the further expansion of its cement, aluminium, zinc, nickel and energy production capacities. In 1988, the Votorantim Group began its pulp and paper operations and, in 1989, it began producing concentrated orange juice. The Votorantim Group entered the financial sector in 1988 through the incorporation of a broker-dealer, a predecessor of what is today Banco Votorantim. In the 1990s, the Votorantim Group ceased its operations in industries that no longer offered it competitive advantages, including textiles, rayon and sugar refining. Strategic Partnership with Banco do Brasil This section presents a summary of the terms and conditions of our strategic partnership with Banco do Brasil and our assessment of the actions to be taken in respect thereof and expected benefits to be derived therefrom. The implementation of some or all of the actions described below by us and Banco do Brasil is subject to further analysis and market conditions. As a result, no assurance can be given that these actions and benefits will be implemented or achieved. General description of the transaction On January 9, 2009, the Ermírio de Moraes Family, through Banco Votorantim and Votorantim Finanças, entered into a share purchase agreement with Banco do Brasil (the Share Purchase Agreement ) for (i) the sale of 33,356,791,198 common shares of Banco Votorantim held by Votorantim Finanças to Banco do Brasil 14

17 for R$3.0 billion and (ii) the issuance by Banco Votorantim of 7,412,620,277 new preferred shares and the subscription thereof by Banco do Brasil for R$1.2 billion, of which R$750 million was paid by Banco do Brasil on September 28, 2009 and the balance of R$450 million was paid on March 29, This acquisition of an interest in Banco Votorantim by Banco do Brasil was approved by the Central Bank on September 11, 2009 and was completed on September 28, 2009, when Banco do Brasil and Votorantim Finanças executed the definitive agreements for the partnership, including a shareholders agreement (the Shareholders Agreement ) and a revolving credit facility agreement. As a result of this transaction, Banco do Brasil shares in the management of Banco Votorantim with Votorantim Finanças and controls % of the common shares and % of the preferred shares of Banco Votorantim. Pursuant to the Shareholders Agreement, the shares of Banco Votorantim held by Banco do Brasil and Votorantim Finanças are subject to a three-year lock-up period. The purchase price paid by Banco do Brasil was calculated based on an economic and financial evaluation prepared by consultants contracted by Banco do Brasil, which took into consideration, among other factors, the prospects for our future profitability and our discounted cashflow, adjusted to reflect the existing economic scenario. Prior to the conclusion of the transaction, and as part of the financial and corporate adjustments agreed upon with Banco do Brasil, Votorantim Finanças (i) acquired Banco Votorantim s total capital (consisting of 74,126,202,673 common shares); (ii) converted 7,412,620,267 common shares of Banco Votorantim into an equal number of preferred shares; and (iii) proceeded with the incorporation of BV Participações S.A., subscribing and paying-up with the shares of Votorantim Finanças subsidiaries BV Sistemas de Tecnologia da Informação S.A., CP Promotora de Vendas S.A. and Votorantim Corretora de Seguros S.A. On September 28, 2009, (i) Banco do Brasil acquired 50% shareholding of BV Participações S.A.; (ii) Votorantim Finanças transferred to Banco Votorantim the remaining shares of our subsidiary VBL not already held by us, which has been approved by the Central Bank and by the Central Bank of The Bahamas; and (iii) Votorantim Finanças approved a distribution of dividends and interest on capital by Banco Votorantim in the total amount of R$750 million. See Ownership and Capital Structure. In compliance with the conditions set forth in the Share Purchase Agreement, on September 28, 2009, the R$3.0 billion cash portion of the purchase price was deposited in escrow accounts at Banco Votorantim (R$2,160 million) and Banco do Brasil (R$840 million). The portion of the purchase price held in escrow at Banco Votorantim was released to Votorantim Finanças in three installments each of R$720 million on July 9, 2009, January 9, 2010 and July 12, The deposit at Banco do Brasil was released to Votorantim Finanças upon the satisfactory conclusion of post-closing due diligence. Through anticipated synergies between Banco Votorantim and Banco do Brasil, we believe we are able to obtain better funding conditions in the interbanking, financial and capital markets and benefit from the origination and distribution capabilities of Banco do Brasil in all segments in which we operate. Banco do Brasil Banco do Brasil is a mixed-capital company controlled by the Brazilian government. Banco do Brasil is currently the largest bank in Latin America in terms of assets and in 2009 recorded the highest net income of any Brazilian bank in history, according to data published by Economática in February 2010, with a significant presence throughout Brazil and operations in 23 countries that are key global economic and financial centers, including: Argentina, Bolivia, Chile, Paraguay, Peru, Uruguay and Venezuela in South America; Panama and the Cayman Islands in Central America; Mexico and the United States in North America; England, France, Germany, Italy, Portugal, Spain and Austria in Europe; the United Arab Emirates in the Middle East; China (Hong Kong and Shanghai), South Korea (Seoul) and Japan (Tokyo) in Asia; and Angola in Africa. In addition to its own network, Banco do Brasil also has partnerships with correspondent banks around the world. 15

18 As of December 31, 2010, Banco do Brasil had over 54.4 million individual clients. Banco do Brasil has the largest retail network in Brazil, with approximately 18,359 points of service, including 5,087 branches located in 4,352 Brazilian municipalities. Additionally, Banco do Brasil has more than 45,000 automated teller machines that, together with Banco do Brasil s call centers and mobile banking services, enabled clients to carry out outside of the traditional branch environment approximately 93.0% of all transactions they conducted with Banco do Brasil in the year ended December 31, Based on data available as of December 31, 2010, Banco do Brasil was the leading financial institution in Brazil, in terms of: total assets, according to data published by the Central Bank; total number of checking accounts with 35.9 million accounts, according to public filings by Banco do Brasil, including accounts held at Banco Nossa Caixa S.A. ( Nossa Caixa ) and Banco Popular do Brasil S.A. ( Banco Popular ), of which 33.7 million were held by individuals and 2.2 million were held by legal entities/corporations; size of branch network, according to data published by the Central Bank; total deposits, according to data published by the Central Bank, amounting to R$760.4 billion; credit portfolio balance, with a total balance of R$358.4 billion, of which R$338.0 billion represented loans made in Brazil, and constituting 21.0% of the total credit extended by financial institutions in the Brazilian market, according to data published by the Central Bank; third-party assets under management, with a market share of 21.2% of the total asset management market in Brazil, according to data published by the Brazilian Finance and Capital Markets Entities Association (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais or ANBIMA ); total number of clients with access to banking products and services through the Internet (11.0 million); payroll deduction loans, with a portfolio of R$45.0 billion, representing a market share of 32.7% of the Brazilian payroll deduction loan market, according to data published by the Central Bank; and agricultural credit, with a total loan portfolio of R$75.0 billion, representing 60.6% of the total balance of agricultural credit loans in Brazil, according to data published by the Central Bank. As a multiple-service bank, Banco do Brasil offers a full range of financial products and certain non-financial products, including personal and corporate credit transactions, financing for the Brazilian agribusiness sector, credit and debit cards, insurance and private pension plans, international banking services (such as foreign exchange and foreign trade financing), treasury transactions, financial and capital markets transactions and third-party asset management. Banco do Brasil also provides vehicle and real estate financing and credit services to account holders and non-account holders through licensed dealers and multibrand stores registered with Banco do Brasil. In addition to operating as a multiple-service bank, Banco do Brasil s conglomerate includes several subsidiaries that offer additional products and services. Through its investment bank, BB Banco de Investimento S.A., Banco do Brasil holds equity interests in companies involved in insurance, pension plans and capitalization (which is a form of savings account entitling holders to participate in periodic drawings for cash prizes). Banco do Brasil also sponsors two entities for the benefit of its employees, Caixa de Previdência dos Funcionários do Banco do Brasil, a private pension fund funded by Banco do Brasil and its employees, and Caixa de Assistência dos Funcionários do Banco do Brasil, a general welfare fund for Banco do Brasil s employees. 16

19 Effects on operations and strategies and expected benefits Management The Shareholders Agreement governs certain aspects of the relationship between Banco do Brasil and Votorantim Finanças, including their respective participation in our management. In particular, the parties will rotate annually the designation of the chairman and vice-chairman of our board of directors. Following the closing of the transaction on September 28, 2009, our shareholders approved, inter alia, changes to our by-laws and elected the new members of our board of directors. Our board of directors is comprised of up to six members (three appointed by Banco do Brasil, including the initial chairman, and three appointed by Votorantim Finanças, including the initial vice chairman). Our board of executive officers was not replaced as a result of the partnership with Banco do Brasil, nor were there any changes in the structure of our committees (Audit, Credit Risk, Liquidity and Technology Committees). See Management. Strategies and Expected Benefits Funding: We have secured and expect to continue to secure funding at more favorable rates and longer tenors, have experienced improved liquidity and increased our revenues through a number of transactions entered or to be entered into with Banco do Brasil and its subsidiaries and other conditions resulting from our association with Banco do Brasil. Among the measures implemented, on September 28, 2009 we entered into a revolving credit facility agreement with Banco do Brasil for general working capital purposes, under which we may borrow, at market rates (generally equivalent to the average rate of our funding), an amount equivalent to up to our current net worth. This agreement is valid for three years from September 28, 2009 and provides for automatic renewal for additional three-year terms unless either we or Banco do Brasil send a termination notice in writing to the other party no later than 90 days from the relevant renewal date. Branding: We believe our association with Banco do Brasil combines two of the strongest brands in Brazil. We believe this has resulted in improved origination capabilities and greater market awareness of our products and brand. Following the public announcement of our strategic partnership with Banco do Brasil, Moody s upgraded our rating, on October 19, 2009, for long-term local currency deposits from Baa1 to A3 and mentioned the strategic partnership in their rating report as one of the factors justifying the upgrade. We also have benefitted, and expect to continue to benefit, from increased credit limits with clients and counterparties in respect to funding and structured transactions. Platforms: We are reinforcing our business platforms and taking advantage of Banco do Brasil s presence in areas where Banco do Brasil traditionally operates to expand our businesses. For instance, our consumer finance activities have benefitted, and are expected to continue to benefit, from the distribution capabilities of Banco do Brasil, and B.V. Financeira, our main consumer finance subsidiary, has shared in, and is expected to continue to share in, the expertise of Banco do Brasil in the financing of new cars. We have benefitted, and expect to continue to benefit, from Banco do Brasil s base in the middle market segment, in particular in corporate lending and access to clients to cross sell our investment banking products, principally mergers and acquisitions and advisory services. We have explored, and expect to continue to explore, ways in which, through Banco do Brasil s extensive network of branches and representatives, we can offer our asset management and private banking products. Additionally, because Banco do Brasil does not have a brokerage firm in Brazil, we have expanded the 17

20 brokerage activities and revenues of our subsidiary Votorantim Corretora through the channeling of orders from Banco do Brasil and its customer base. Furthermore, we have taken advantage of cross-selling opportunities and have integrated platforms in payroll deductible loans and insurance (offering Banco do Brasil products). Expansion objectives, operations and management. Except as described herein, the partnership with Banco do Brasil has had no effects on our expansion objectives, and neither Votorantim Finanças nor Banco do Brasil has changed the operating or management activities of Banco Votorantim. Accounting, operational limits, regulation and credit decisions Due to Brazilian banking regulations, Banco do Brasil is required to consolidate our results of operations as to its 50% interest in us. Accordingly, all determinations made by Banco do Brasil in relation to capital adequacy, exposure limits and other applicable operational limits recognize our operations on a consolidated basis to the extent of Banco do Brasil s interest in us. See The Brazilian Financial System and Banking Regulation. We continue to be regulated and account for our transactions on the same basis we were regulated prior to the partnership with Banco do Brasil. We do not expect our operations to materially affect Banco do Brasil s operational limits, but our management continuously assesses the effects of our operations on Banco do Brasil s operational limits and recommends any necessary adjustments. We have recently implemented a general credit policy which includes a requirement that any credit transaction in excess of R$750 million (or less if certain credit rating requirements are not met) be subject to prior approval by our board of directors (which includes three members appointed by Banco do Brasil). See Business Credit and Risk Control Policy Credit Risk Management. With a view to allowing us to continue to expand our activities, Banco do Brasil and Votorantim Finanças have agreed in the Shareholders Agreement that, whenever our risk-weighted capital ratio is less than 2% above the minimum requirement applicable to us, our shareholders or board of directors (if then within the powers of the board of directors to review this matter) will consider proposals for new levels of risk-weighted capital. The risk-weighted capital ratio applicable to us and all other banks in Brazil is currently 11.0% of riskbased exposure. Our risk-weighted capital ratio was 13.1% as of December 31, Competition between us and Banco do Brasil The agreements governing our partnership with Banco do Brasil contain no express restrictions on competition between us and Banco do Brasil. Our intention, however, is to maximize our synergies by coordinating the strengths of each institution. As a result, we serve, directly or through our subsidiaries, as the primary platform for vehicle financing and other consumer finance transactions, investment banking, private banking and brokerage activities. Our strategy in relation to future lines of business will depend on the then existing market conditions and the respective strengths of each institution in such particular areas. Commitment as to rates Votorantim Finanças and Banco do Brasil have committed with the Central Bank to lower by at least 25% the registration fee charged by B.V. Financeira with respect to its consumer financing transactions upon the granting of a financing and the overall cost of such transactions by at least 9.1%, which reductions are to be achieved by December 31,