Obligation Banco GNB Sudameris S.A 7.5% ( USP1265VAA00 ) en USD

Société émettrice Banco GNB Sudameris S.A
Prix sur le marché 100 %  ▼ 
Pays  Colombie
Code ISIN  USP1265VAA00 ( en USD )
Coupon 7.5% par an ( paiement semestriel )
Echéance 29/07/2022 - Obligation échue



Prospectus brochure de l'obligation Banco GNB Sudameris S.A USP1265VAA00 en USD 7.5%, échue


Montant Minimal 10 000 USD
Montant de l'émission 250 000 000 USD
Cusip P1265VAA0
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Banco GNB Sudameris S.A. est une banque commerciale internationale opérant principalement au Venezuela, offrant une gamme de services financiers aux particuliers et aux entreprises, incluant des services de dépôt, de crédit, d'investissement et de gestion de patrimoine.

L'Obligation émise par Banco GNB Sudameris S.A ( Colombie ) , en USD, avec le code ISIN USP1265VAA00, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/07/2022









LISTING PARTICULARS
U.S.$250,000,000


Banco GNB Sudameris S.A.
7.50% Subordinated Notes due 2022

We offered U.S.$250,000,00 aggregate principal amount of our 7.50% subordinated notes due 2022 (the "notes").
The notes will mature on July 30, 2022. Interest on the notes will accrue at a rate of 7.50% per annum and will be payable
semi-annually in arrears on January 30 and July 30 of each year, commencing on January 30, 2013. Interest on the notes is
accruing from July 30, 2012, or if interest has already been paid, from the date it was most recently paid.
The notes will be our unsecured subordinated obligations and will rank junior to all of our existing and future
senior obligations and will rank senior only to our capital stock. The notes will not be guaranteed by our subsidiaries and will
not be entitled to any sinking fund. See "Description of the Notes."
There is currently no public market for the notes. Application has been made for admission of the notes to the
Official List and trading on the Euro MTF Market of the Luxembourg Stock Exchange.
Investing in the notes involves risks that are described in the "Risk Factors" section
beginning on page 15 of this listing particulars.

Price per note: 100.0% plus accrued interest, if any, from July 30, 2012.

The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), any U.S. state securities laws or the securities laws of any other jurisdiction. The notes may not be offered
or sold within the United States or to any U.S. persons, except (a) to qualified institutional buyers within the meaning of Rule
144A under the Securities Act ("Rule 144A"), in reliance on the exemption from the registration requirements of the
Securities Act provided by Rule 144A, and (b) outside the United States to non-U.S. persons in compliance with Regulation
S under the Securities Act ("Regulation S"). For further details about eligible offerees and resale restrictions, see "Transfer
Restrictions."
The notes have been automatically registered with the Colombian National Registry of Securities and Issuers
(Registro Nacional de Valores y Emisores). Registration does not constitute an opinion of the Colombian Superintendency of
Finance (Superintendencia Financiera de Colombia) as to approval of the quality of the notes or our solvency. The notes may
not be publicly offered or sold in the Republic of Colombia ("Colombia").
This listing particulars constitutes a prospectus for the purpose of Luxembourg law dated July 10, 2005 on
Prospectuses for Securities.
The notes were ready for delivery in book-entry form only through the facilities of The Depository Trust Company
("DTC") for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream"), on July 30, 2012.

BofA Merrill Lynch

The date of this listing particulars is August 23, 2012.





In making your investment decision, you should rely only on the information contained in this listing particulars. Neither

we nor the initial purchaser have authorized any person to provide you with different information. If any person provides you with
different or inconsistent information, you should not rely on it. You should assume that the information appearing in this listing
particulars is accurate as of the date on the front cover of this listing particulars only. Our business, properties, results of operations or
financial condition may have changed since that date. Neither the delivery of this listing particulars nor any sale of notes hereunder
will under any circumstances imply that the information herein is correct as of any date subsequent to the date on the front cover of
this listing particulars.
TABLE OF CONTENTS



Available Information................................................................................................................................................................... iii
Service of Process and Enforceability of Civil Liabilities ............................................................................................................ iv
Cautionary Statement Regarding Forward-Looking Statements................................................................................................... v
Presentation of Financial and Other Information.......................................................................................................................... vii
Summary....................................................................................................................................................................................... 1
Risk Factors .................................................................................................................................................................................. 15
Exchange Rates and Foreign Exchange Controls ......................................................................................................................... 39
Use of Proceeds ............................................................................................................................................................................ 43
Capitalization ................................................................................................................................................................................ 44
Selected Financial and Operating Data ......................................................................................................................................... 45
Unaudited Pro Forma Condensed Consolidated Financial Information........................................................................................ 49
Selected Statistical Data................................................................................................................................................................ 54
Management's Discussion and Analysis of Financial Condition and Results of Operations........................................................ 87
Risk Management ......................................................................................................................................................................... 112
Business ........................................................................................................................................................................................ 127
Industry ......................................................................................................................................................................................... 143
Colombian Banking Regulation.................................................................................................................................................... 149
Management.................................................................................................................................................................................. 163
Share Ownership and Principal Shareholder................................................................................................................................. 167
Related Party Transactions ........................................................................................................................................................... 168
Description of the Notes ............................................................................................................................................................... 169
Tax Considerations ....................................................................................................................................................................... 185
Plan of Distribution....................................................................................................................................................................... 190
Transfer Restrictions..................................................................................................................................................................... 194
Listing and General Information................................................................................................................................................... 197
Legal Matters ................................................................................................................................................................................ 198
Independent Accountants.............................................................................................................................................................. 198
Index to Financial Statements ....................................................................................................................................................... F-1
Appendix A--Summary of Certain Differences Between Colombian Banking GAAP and U.S. GAAP..................................... A-1
Unless otherwise indicated or the context otherwise requires, all references in this listing particulars to "we," "us," "our,"
the "Bank" and "ourselves" mean Banco GNB Sudameris S.A. and its consolidated subsidiaries.
This listing particulars has been prepared by us solely for use in connection with the proposed offering of the notes
described in this listing particulars.
i





The initial purchaser makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the
information contained in this listing particulars. Nothing contained in this listing particulars is, or shall be relied upon as, a promise or
representation by the initial purchaser as to the past or future.
Neither we nor the initial purchaser are making an offer to sell the notes in any jurisdiction except where such an offer or
sale is permitted. You must comply with all laws and regulations that apply to you in any place in which you buy, offer or sell any
notes or possess or distribute this listing particulars. You must also obtain any consents, permission or approvals that you need in
order to purchase, offer or sell any notes under the laws and regulations in force in any jurisdiction to which you are subject or in
which you make such purchases, offers or sales. We and the initial purchaser are not responsible for your compliance with these legal
requirements. We are not making any representation to you regarding the legality of your investment in the notes under any legal
investment or similar law or regulation.
You acknowledge that:
·
you have been afforded an opportunity to request from us, and to review, all additional information considered by you
to be necessary to verify the accuracy of, or to supplement, the information contained in this listing particulars;
·
you have not relied on the initial purchaser or its agents or any person affiliated with the initial purchaser or its agents
in connection with your investigation of the accuracy of such information or your investment decision; and
·
no person has been authorized to give any information or to make any representation concerning us or the notes other
than those as set forth in this listing particulars. If given or made, any such other information or representation should
not be relied upon as having been authorized by us, the initial purchaser or its agents.
We are relying upon an exemption from registration under the Securities Act for an offer and sale of securities which do not
involve a public offering. By purchasing notes, you will be deemed to have made certain acknowledgments, representations and
agreements as set forth under "Transfer Restrictions" in this listing particulars. The notes are subject to restrictions on resale and
transfer and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant
to registration or exemption therefrom. Please refer to the sections in this listing particulars entitled "Plan of Distribution" and
"Transfer Restrictions."
In making an investment decision, prospective investors must rely on their own examination of the Bank and the terms of
the offering, including the merits and risks involved. We are not providing you with any legal, business, tax or other advice in this
listing particulars and prospective investors should not construe anything in this listing particulars as legal, business or tax advice.
Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is
legally permitted to purchase the notes under applicable legal, investment or similar laws or regulations.
None of the United States Securities and Exchange Commission (the "SEC"), any United States state securities commission
or any other regulatory authority has approved or disapproved of the notes or determined if this listing particulars is truthful or
complete. Any representation to the contrary is a criminal offense.
The notes offered pursuant to this listing particulars are not governed by Colombian securities regulations. The notes are
not being offered in the Colombian securities market and, consequently, this listing particulars is not, does not constitute and cannot
be deemed, a public offering, as defined in Article 6.1.1.1.1 of Decree 2555 of 2010.
ii





NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
UNIFORM SECURITIES ACT ("RSA 421-B") 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 OF
THE STATE OF NEW HAMPSHIRE 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 TRANSACTION MEANS
THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE 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.

AVAILABLE INFORMATION
For as long as any notes are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, we will,
during any period in which we are neither subject to Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial
owner of such restricted securities or to any prospective purchaser or subscriber of such restricted securities designated by such holder
or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser or subscriber, the information required
to be delivered to such persons pursuant to Rule 144(d)(4) under the Securities Act (or any successor provision thereto). Any such
request may be made to us in writing at our main offices located at Carrera 7a. No. 75-85/87, Bogotá, Colombia.
We are also required to furnish certain information, including quarterly and annual reports, to the Superintendency of
Finance and the Colombian Stock Exchange (Bolsa de Valores de Colombia), which will be available in Spanish at www.bvc.com.co.
The information included (or accessed through) any website included or referred to in this listing particulars, is not incorporated by
reference in, and shall not be considered part of, this listing particulars.

iii




SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES
We are a corporation organized under the laws of Colombia. Two of our directors and all of our officers and certain other
persons named in this listing particulars reside outside the United States and all or a significant portion of the assets of the directors
and officers and certain other persons named in this listing particulars and substantially all of our assets are located outside the United
States. As a result, it may not be possible for you to affect service of process within the United States upon such persons or to enforce
against them or against us in U.S. courts judgments predicated upon the civil liability provisions of the federal securities laws of the
United States. There is doubt as to the enforceability in Colombia, either in original actions or in actions for enforcement of judgments
of U.S. courts, of civil liabilities predicated on the U.S. federal securities laws.
We have been advised by Cardenas & Cardenas Abogados, that Colombian courts determine whether to enforce a U.S.
judgment predicated on the U.S. securities laws through a procedural system known under Colombian law as exequatur which is heard
by the Colombian Supreme Court. Colombian courts will enforce a foreign judgment, without reconsideration of the merits, only if the
judgment satisfies the requirements of Articles 693 and 694 of Colombia's Código de Procedimiento Civil (Code of Civil Procedure),
which provide that the foreign judgment will be enforced if:
·
a treaty exists between Colombia and the country where the judgment was granted or there is reciprocity in the
recognition of foreign judgments between the courts of the relevant jurisdiction and the courts of Colombia;
·
the foreign judgment does not relate to "in rem rights" vested in assets that were located in Colombia at the time the
suit was filed and does not contravene or conflict with Colombian laws relating to public order other than those
governing judicial procedures;
·
the foreign judgment, in accordance with the laws of the country where it was rendered, is final and is not subject to
appeal and a duly certified and authenticated copy of the judgment has been presented to a competent court in
Colombia;
·
the foreign judgment does not refer to any matter upon which Colombian courts have exclusive jurisdiction;
·
no proceeding is pending in Colombia with respect to the same cause of action, and no final judgment has been
awarded in any proceeding in Colombia on the same subject matter and between the same parties; and
·
in the proceeding commenced in the foreign court that issued the judgment, the defendant was served in accordance
with the law of such jurisdiction and in a manner reasonably designated to give the defendant an opportunity to
defend against the action.
The United States and Colombia do not have a bilateral treaty providing for automatic reciprocal recognition and
enforcement of judgments in civil and commercial matters. The Colombian Supreme Court has generally accepted that reciprocity
exists when it has been proven that either a U.S. court has enforced a Colombian judgment or that a U.S. court would enforce a foreign
judgment, including a judgment issued by a Colombian court. However, such enforceability decisions are considered by Colombian
courts on a case-by-case basis. Colombian Supreme Court case law has established that reciprocity may be evidenced by submitting an
expert report from a recognized lawyer in the other relevant jurisdiction.
We will appoint CT Corporation, located at 111 Eighth Avenue, New York, NY 10011, as agent to receive service of
process under the indenture governing the notes, including with respect to any action brought against us in the United States District
Court for the Southern District of New York under the federal securities laws of the United States or of any State of the United States
or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws
of the State of New York.
iv




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This listing particulars includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or
projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements." These
forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes,"
"estimates," "anticipates," "expects," "estimates," "seeks," "projects," "intends," "plans," "may," "will" or "should" or, in each case,
their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this listing particulars and include statements regarding our intentions,
beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects,
growth, strategies and the industry in which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to:
·
changes in Colombian, South American, regional and international business and economic, political or other
conditions;
·
the global financial crisis and the current market environment;
·
developments affecting Colombian and international capital and financial markets;
·
government regulation and tax matters and developments affecting us and our industries;
·
increases in defaults by our customers;
·
increases in loan impairment losses;
·
decreases in deposits, customer loss or revenue loss;
·
increases in provisions for contingent liabilities;
·
our ability to continue the development of our payroll loans (libranzas) and commercial loan portfolio;
·
the continuation of long-term convenios (funding agreements) with governmental entities and pension funds;
·
availability and cost of funding;
·
our level of indebtedness and other financial obligations;
·
the consummation of the acquisition of the HSBC Entities;
·
the successful implementation of our business model in the HSBC Entities;
·
our ability to sustain or improve our financial performance;
·
increases in inflation rates;
v





·
changes in interest rates which may, among other effects, adversely affect margins and the valuation of our treasury
portfolio;
·
movements in exchange rates;
·
competition in the banking and financial services, credit card services, insurance, asset management and related
industries;
·
adequacy of risk management procedures and credit, market and other risks of lending and investment activities;
·
decreases in our level of capitalization;
·
changes in market values of Colombian and South American securities, particularly Colombian government
securities;
·
adverse legal or regulatory disputes or proceedings;
·
internal security issues affecting countries where we will operate and natural disasters;
·
loss of key members of our senior management; and
·
other risk factors as set forth under "Risk Factors."
These factors should not be construed as exhaustive and should be read with the other cautionary statements in this listing
particulars, including those factors identified or discussed under the "Risk Factors" section of this listing particulars.
Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution
you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial
condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or
suggested by the forward-looking statements contained in this listing particulars. In addition, even if our results of operations,
financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking
statements contained in this listing particulars, those results or developments may not be indicative of results or developments in
subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any
forward-looking statements that we make in this listing particulars speak only as of the date of those statements, and we undertake no
obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future
events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or
indications of future performance, unless expressed as such, and should only be viewed as historical data.
vi





PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references herein to "peso," "pesos" or "Ps" refer to the lawful currency of Colombia. All references to "U.S. dollars,"
"dollars" or" U.S.$" are to United States dollars. See "Exchange Rates and Foreign Exchange Controls" for information regarding
exchange rates for the Colombian currency since 2007. This listing particulars translates certain Colombian peso amounts into U.S.
dollars at specified rates solely for the convenience of the reader. The conversion of amounts expressed in Colombian pesos as of a
specified date at the then prevailing exchange rate may result in presentation of U.S. dollar amounts that differ from U.S. dollar
amounts that would have been obtained by converting Colombian pesos as of another specified date. Unless otherwise indicated, such
peso amounts have been translated at the rate of Ps 1,792.07 per U.S.$1.00, which corresponds to the representative market rate
calculated on March 31, 2012. Such conversion should not be construed as a representation that the peso amounts correspond to, or
have been or could be converted into, U.S. dollars at that rate or any other rate. On July 30, 2012, the representative market rate was
Ps 1,789.02 per U.S.$l.00. See "Exchange Rates and Foreign Exchange Controls."
Our financial statements
The Bank and its subsidiaries are entities under the comprehensive supervision of, and subject to inspection and
surveillance as financial institutions by, the Colombian Superintendency of Finance (the "Superintendency of Finance"). We are
required to comply with capital adequacy regulations, and each of our financial subsidiaries is separately required to comply with
capital adequacy regulations applicable to banks and other financial institutions.
Our consolidated financial statements at December 31, 2010 and 2011 and for the three years in the three-year period ended
December 31, 2011, included in this listing particulars are referred to herein as our "audited annual consolidated financial statements."
Our consolidated financial statements at March 31, 2012 and for the three-month periods ended March 31, 2011 and 2012, included in
this listing particulars are referred to herein as our "unaudited three-month consolidated financial statements." In our opinion, the
unaudited three month consolidated financial statements include all adjustments necessary to present fairly in all material respects our
financial condition and results of operations at the dates and the periods presented. In this listing particulars, we refer to our audited
annual consolidated financial statements and our unaudited three-month consolidated financial statements together as the
"consolidated financial statements." Our historical results are not necessarily indicative of results to be expected for future periods.
We have prepared the consolidated financial statements and other financial data included herein in accordance with
generally accepted accounting principles in Colombia and the regulations of the Superintendency of Finance (collectively "Colombian
Banking GAAP"). The audited annual consolidated financial statements and unaudited three-month consolidated financial statements
have not been reviewed or approved by the Superintendency of Finance; however, financial statements for the period ended
December 31 of each year, prepared on the basis of Colombian Banking GAAP, are remitted to the Superintendency of Finance for
their review.
Colombian Banking GAAP differs in certain significant respects from generally accepted accounting principles in the
United States, or "U.S. GAAP." See "Appendix A­Summary of Certain Differences Between Colombian Banking GAAP and U.S.
GAAP" for a description of the principal differences between Colombian Banking GAAP and U.S. GAAP.
Financial statements of the HSBC entities
HSBC Colombia S.A.'s consolidated financial statements at December 31, 2011 and 2010 and for the years then ended; as
well as at December 31, 2010 and 2009 and for the years then ended, included in this listing particulars have been prepared in
conformity with Colombian Banking GAAP.
vii





HSBC Bank Paraguay S.A.'s financial statements at December 31, 2011 and for the year then ended, included in this listing
particulars have been prepared in accordance with accounting standards and valuation criteria, risk classification criteria and
presentation regulations established by the Central Bank of Paraguay, and on matters not covered therein, with general accounting
standards accepted in Paraguay (collectively, "Paraguayan Banking GAAP").
HSBC Bank Peru S.A.'s financial statements at December 31, 2011 and 2010; as well as 2010 and 2009 and for the years
then ended, included in this listing particulars have been prepared based on the bank's accounting standards established by the
Superintendency of Banking, Insurance, and Private Administrators of Pension Funds ("Peruvian Banking GAAP").
HSBC Bank (Uruguay) S.A.'s financial statements at December 31, 2011, 2010 and 2009 and for the years then ended,
included in this listing particulars have been prepared in accordance with accepted accounting principles in Uruguay established by the
Central Bank of Uruguay ("Uruguayan Banking GAAP").
No member of the HSBC group and no director or officer of any member of the HSBC group assumes any responsibility
for, or shall have any liability to any person in respect of, the accuracy or completeness of the information in this listing particulars or
for any failure by Banco GNB Sudameris S.A. to disclose events which may have occurred or may affect the completeness or
accuracy of the disclosure herein.
Market share and other information
We obtained market and competitive position data, including market forecasts, used throughout this listing particulars from
market research, publicly available information, and industry publications. We have presented this data on the basis of information
from third-party sources that we believe are reliable, including, among others, the International Monetary Fund, or "IMF," the
Superintendency of Finance, the Colombian Stock Exchange, the Colombian National Bureau of Statistics (Departamento
Administrativo Nacional de Estadística), or "DANE," the 2010 World Bank Development Indicators, the Economist Intelligence Unit,
Euromonitor International and the Association of Banking and Financial Institutions of Colombia (Asociación Bancaria y de
Entidades Financieras de Colombia). Industry and government publications, including those referenced herein, generally state that the
information presented has been obtained from sources believed to be reliable, but that the accuracy and completeness of such
information is not guaranteed. Unless otherwise indicated, gross domestic product, or "GDP," figures with respect to Colombia in this
listing particulars are based on the 2005 base year data series published by DANE. Although we have no reason to believe that any of
this information or these reports is inaccurate in any material respect, we have not independently verified the competitive position,
market share, market size, market growth or other data provided by third parties or by industry or other publications. We and the
initial purchaser do not make any representation or warranty as to the accuracy of such information.
Except where otherwise indicated, our balance sheet and statement of income data included in this listing particulars
reflects consolidated Colombian Banking GAAP information, while comparative disclosures of our financial and operating
performance against that of our competitors are based on unconsolidated information prepared on the basis of Colombian Banking
GAAP reported to the Superintendency of Finance.
Credit institutions are a major category of financial institutions under Colombian banking regulations. Credit institutions
include banks, financing companies and financial corporations. Banks undertake traditional deposit-taking and lending activities.
Financing companies place funds in circulation by means of active credit operations, with the purpose of fostering the sale of goods
and services, including the development of leasing operations. Finance corporations invest directly in the economy and thus are the
only vehicles through which a bank may invest in non-financial sectors. See "Colombian Banking Regulation."
viii





Annualized ratios
We present net interest margin, return on average assets, return on average shareholders' equity, charge-offs to average
outstanding loans and other financial ratios for the three-month periods ended March 31, 2011 and 2012 on an annualized basis by
multiplying earnings for the three-month period by four. Annualized ratios are not necessarily indicative of the ratios that will be
achieved in full-year 2012.
Other conventions
Certain amounts included in this listing particulars have been subject to rounding adjustments. Accordingly, amounts
shown as totals in certain tables may not be an arithmetic summation of the figures that precede them.
References to "billions" in this listing particulars are to 1,000,000,000s and to "trillions" are to 1,000,000,000,000s.
"Minority interest" and "non-controlling interest" refer to the participation of minority shareholders in the Bank and its
subsidiaries, as applicable.
"HSBC Colombia" refers to HSBC Colombia S.A. "HSBC Paraguay" refers to HSBC Bank Paraguay S.A. "HSBC Peru"
refers to HSBC Bank Peru S.A. "HSBC Uruguay" refers to HSBC Bank (Uruguay) S.A. "HSBC Entities" refers to HSBC Colombia,
HSBC Paraguay, HSBC Peru and HSBC Uruguay.
We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our
business. In addition, our names, logos and website names and addresses are our service marks or trademarks. Other trademarks,
service marks or trade names appearing in this listing particulars are the property of their respective owners. Some of the trademarks
we own or have the right to use include Banco GNB Sudameris, Servivalores GNB Sudameris, Servitrust GNB Sudameris and
Servibanca. We also sell products under a number of licensed brands, including Credilibranza GNB Sudameris, Cash GNB Sudameris
and SAP--Sistema Automático de Pagos. We also own or have the rights to copyrights that protect the content of our products. Solely
for convenience, the trademarks, service marks, trade names and copyrights referred to in this listing particulars are listed without the
©, ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to
these trademarks, service marks and trade names.
ix