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Banco Espírito Santo, SA

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Banco Espírito Santo, SA OFFERING CIRCULAR AMENDMENT (THE “OFFERING CIRCULAR AMENDMENT”) DATED 21 MAY 2014 TO THE OFFERING CIRCULAR (THE “OFFERING CIRCULAR”) DATED 20 MAY 2014 Banco Espírito Santo, S.A. (incorporated with limited liability in Portugal) Combined Offering of up to 1,607,033,212 New Ordinary Shares Subscription Price of €0.65 per Ordinary Share Reference is made to the Offering Circular relating to the above mentioned Combined Offering of New Ordinary Shares. The first sentence on page 35 of the Offering Circular, which reads as follows: Considering the global financial position of ESI and the challenges associated with its capability to fully implement the reorganization and deleveraging programmes, ESFG issued an unconditional and irrevocable guarantee to secure the performance of ESI’s obligations under the debt instruments that were issued by ESI and distributed by BES to its retail and institutional clients. is amended to remove the words “and institutional” and now reads as follows: Considering the global financial position of ESI and the challenges associated with its capability to fully implement the reorganization and deleveraging programmes, ESFG issued an unconditional and irrevocable guarantee to secure the performance of ESI’s obligations under the debt instruments that were issued by ESI and distributed by BES to its retail clients. This Offering Circular Amendment amends and supersedes the Offering Circular, and should be read together with the Offering Circular. The Offering Circular is not otherwise changed. Joint Global Coordinators and Joint Bookrunners ESPÍRITO SANTO INVESTMENT BANK MORGAN STANLEY UBS INVESTMENT BANK Joint Bookrunners BofA MERRILL LYNCH CITIGROUP J.P. MORGAN NOMURA Co-Managers BANCA IMI BANCO SANTANDER BBVA COMMERZBANK CRÉDIT AGRICOLE CIB KBC SECURITIES KEEFE, BRUYETTE & WOODS, A STIFEL COMPANY ING MEDIOBANCA SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING Offering Circular CONFIDENTIAL Banco Espírito Santo, S.A. (incorporated with limited liability in Portugal) Combined Offering of up to 1,607,033,212 New Ordinary Shares Subscription Price of €0.65 per Ordinary Share Banco Espírito Santo, S.A. (“BES” and, together with its consolidated subsidiaries, the “BES Group”) is offering up to 1,607,033,212 new ordinary shares (the “New Shares”), with no par value, of BES (BES’ ordinary shares, the “Shares”) in book-entry form at a subscription price of €0.65 per New Share (the “Subscription Price”). If all of the New Shares are subscribed for, they will represent approximately 28.57% of the shares representing the share capital of BES following completion of the Combined Offering (as defined below). In proportion to their existing holdings of Shares (the “Existing Shares”), holders of Existing Shares as of the Record Date (as defined below) (the “Existing Shareholders”) will receive transferable preemptive subscription rights (the “Proportional Rights”), which include oversubscription rights to subscribe for any New Shares that are not subscribed for pursuant to the exercise of the Proportional Rights (the “Oversubscription Rights” and, together with the Proportional Rights, the “Rights”). Existing Shareholders will receive one Proportional Right for every one Existing Share they own as of the Record Date. Subject to compliance with applicable law, holders of Proportional Rights will be entitled to subscribe with preference over other investors at the Subscription Price for a number of New Shares determined by multiplying the number of Proportional Rights they hold by a factor of 0.4, which for Existing Shareholders is equivalent to 2 New Shares for every 5 Existing Shares owned on the Record Date (the “Rights Offering”). Fractions of New Shares will not be issued, and any fractions arising through the exercise of Rights will be rounded down to the nearest whole Share. The exercise of Rights will become irrevocable and may not be cancelled or modified after the close of business on 4 June 2014. The Rights may, if not exercised by the holder thereof, be traded (as described below). See “Terms and Conditions of the Combined Offering”. Rights may be exercised only during the period from 8:30 a.m. on 27 May 2014 to 3:00 p.m. on 9 June 2014 (the “Subscription Period”). Any Rights unexercised at the end of the Subscription Period will expire valueless without any compensation. The underwriters identified under “Plan of Distribution and Arrangement” (the “Underwriters”) have severally (and not jointly) agreed, subject to certain conditions, either to procure subscribers, or themselves to subscribe, at the Subscription Price, the New Shares not otherwise subscribed for in the Rights Offering (the “Remaining Shares”). Any such Remaining Shares are expected to be offered to eligible investors in Portugal and elsewhere outside the United States (the “Institutional Offering” and, together with the Rights Offering, the “Combined Offering”). The Combined Offering may be terminated in certain circumstances, at any time, as described herein. Neither the Rights nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Rights and the New Shares may only be offered, sold, exercised or otherwise transferred pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the New Shares are being offered and sold in the Rights Offering (subject to certain limited exceptions at BES’ discretion) and the Institutional Offering only outside the United States pursuant to Regulation S under the Securities Act. Investing in the Rights and/or New Shares involves risks. See “Risk Factors” beginning on page 21 for certain factors to be considered before subscribing for New Shares. The Shares are traded on Euronext Lisbon under the symbol “BES”. On 14 May 2014, the closing price of the Shares on Euronext Lisbon was €1.12 per Share. BES has applied to list the New Shares on Euronext Lisbon. The record date for the purpose of determining entitlement to Rights (the “Record Date”) is 4:40 p.m. (Lisbon time) on 21 May 2014, if Shares are acquired on Euronext Lisbon, which will be the last day that the Shares will trade Cum-Rights on Euronext Lisbon. If Shares are acquired on an over-the-counter market, and such Shares are delivered by 7:00 p.m. (Lisbon time) on 26 May 2014, the Record Date with respect to such Shares is 7:00 p.m. (Lisbon time) on 26 May 2014. The Shares are expected to commence trading ex-Rights on Euronext Lisbon on 22 May 2014. Subject to compliance with relevant securities laws, the Rights will be freely transferable and are expected to trade on Euronext Lisbon under the symbol “BESDS” from 27 May 2014 until 3 June 2014. BES expects to issue the New Shares on or around 16 June 2014 and to deliver them to subscribers on or around 16 June 2014, but no assurance can be given that such issuance and delivery will not be delayed. The expected date for commencement of trading of the New Shares on Euronext Lisbon is on or around 17 June 2014. At the opening of business on 27 May 2014, the Rights are expected to be credited through the book-entry system of the Central de Valores Mobiliários (the “CVM”) to the accounts of persons who held Shares on the Record Date. Joint Global Coordinators and Joint Bookrunners ESPÍRITO SANTO INVESTMENT BANK MORGAN STANLEY UBS INVESTMENT BANK Joint Bookrunners BofA MERRILL LYNCH CITIGROUP J.P. MORGAN NOMURA Co-Managers BANCA IMI BANCO SANTANDER BBVA COMMERZBANK CRÉDIT AGRICOLE CIB KBC SECURITIES KEEFE, BRUYETTE & WOODS, A STIFEL COMPANY ING MEDIOBANCA SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING The date of this Offering Circular is 20 May 2014 This Offering Circular is to be read and construed on the basis that all documents that are deemed to be incorporated by reference herein form part of this Offering Circular. See “Documentation Incorporated by Reference”. A separate offering document in connection with the Rights and the New Shares has been prepared for use in connection with the Rights Offering in Portugal (the “Portuguese Prospectus”) which has been approved by the competent authority in Portugal and published in accordance with the Prospectus Directive (as defined below) as implemented in Portugal. Persons in Portugal who receive this Offering Circular in connection with the Rights Offering should disregard it and obtain a copy of the Portuguese Prospectus at BES’ registered office or via http://www.cmvm.pt or http://www.bes.pt. None of the Underwriters has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Underwriters as to the accuracy, completeness or verification of the information contained in this Offering Circular or any other information provided by BES in connection with the Combined Offering or the Rights or the New Shares or their distribution and nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Underwriters assume no responsibility for its accuracy, completeness or verification and accordingly disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the Combined Offering, the Rights or the New Shares, and if given or made, such information or representation must not be relied upon as having been authorised by BES or the Underwriters. Neither the delivery of this Offering Circular nor any subscription or purchase made under it shall, under any circumstances, create any implication that there has been no change in the affairs of BES or the BES Group since the date of this Offering Circular or that the information in this Offering Circular is correct as of any subsequent time.
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