Banco Votorantim SA

LISTING PARTICULARS 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. Arrangers and Dealers BANCO VOTORANTIM S.A. VOTORANTIM BANK LIMITED The date of these Listing Particulars is September 28, 2011 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 Page 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........................................................................................................................................................11 RISK FACTORS ................................................................................................................................................34 EXCHANGE RATES.........................................................................................................................................49 USE OF PROCEEDS .........................................................................................................................................51 CAPITALIZATION ...........................................................................................................................................52 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .......................................................................................................................53 SELECTED STATISTICAL INFORMATION .................................................................................................87 BUSINESS .......................................................................................................................................................106 OWNERSHIP AND CAPITAL STRUCTURE ...............................................................................................137

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