Obligation Banco GNB Sudameris S.A 6.5% ( USP1265VAD49 ) en USD

Banco GNB Sudameris S.A

100 % ▲

Colombie

USP1265VAD49 ( en USD )

6.5% par an ( paiement semestriel )

02/04/2027

Prospectus brochure de l'obligation Banco GNB Sudameris S.A USP1265VAD49 en USD 6.5%, échéance 02/04/2027

10 000 USD

300 000 000 USD

P1265VAD4

N/A

03/10/2025 ( Dans 159 jours )

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 Banco GNB Sudameris S.A. (CUSIP : P1265VAD4, ISIN : USP1265VAD49), émise en Colombie pour un montant total de 300 000 000 USD, offre un taux d'intérêt de 6,5 %, avec des paiements semestriels, une maturité fixée au 02/04/2027, un prix actuel de marché de 100 %, et une taille minimale d'achat de 10 000 USD.

U.S.$300,000,000

6.50% Subordinated Notes due 2027
________________________
We are offering U.S.$300,000,000 aggregate principal amount of our 6.50% subordinated notes due 2027 (the "notes"). The
notes will mature on April 3, 2027. The notes will bear interest on their principal amount at a fixed rate of 6.50% per year from the
date of original issuance to, but excluding, April 3, 2022 (the "Reset Date"), payable semi-annually on April 3 and October 3 of each
year, commencing on October 3, 2017. During the period from the Reset Date to, but excluding, the date of maturity or earlier
redemption date of the notes, the notes will bear interest on their principal amount at a rate per year that will be equal to the sum of (i)
a benchmark reset rate on the Reset Date and (ii) 456.1 basis points, payable semi-annually on April 3 and October 3 of each year,
commencing on April 3, 2022. See "Description of the Notes."
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."
On the Reset Date, subject to the prior approval of the Colombian Superintendency of Finance (Superintendencia Financiera
de Colombia) or any other then-applicable Colombian governmental authority, if required, we may at our option redeem the notes in
whole or in part, upon giving you not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal
amount of the notes being redeemed plus any accrued and unpaid interest on the principal amount of the notes being redeemed up to,
but excluding, the date of such redemption, plus additional amounts, if any (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date). See "Description of the Notes--Optional Redemption."
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 16 of this listing
prospectus.
______________________________
Price per note: 100.0% plus accrued interest, if any, from April 3, 2017.
______________________________
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 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").
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. This listing prospectus constitutes a prospectus for the
purpose of Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended.
The notes will be 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 or about April 3, 2017.
______________________________
BofA Merrill Lynch
______________________________
The date of this listing prospectus is March 29, 2017.

In making your investment decision, you should rely only on the information contained in this listing
prospectus. 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 prospectus is accurate as of the date on the front cover of
this listing prospectus only. Our business, properties, results of operations or financial condition may have changed
since that date. Neither the delivery of this listing prospectus 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 prospectus.
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 ......................................................................................................................................................... 16
EXCHANGE RATES AND FOREIGN EXCHANGE CONTROLS ......................................................................... 38
USE OF PROCEEDS .................................................................................................................................................. 41
CAPITALIZATION .................................................................................................................................................... 42
SELECTED FINANCIAL AND OPERATING DATA .............................................................................................. 44
SELECTED STATISTICAL DATA ........................................................................................................................... 47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ...................................................................................................................................................... 71
RISK MANAGEMENT .............................................................................................................................................. 99
BUSINESS ................................................................................................................................................................ 114
INDUSTRY ............................................................................................................................................................... 134
BANKING REGULATION ...................................................................................................................................... 147
MANAGEMENT ...................................................................................................................................................... 173
SHARE OWNERSHIP AND PRINCIPAL SHAREHOLDER ................................................................................. 178
RELATED PARTY TRANSACTIONS .................................................................................................................... 179
DESCRIPTION OF THE NOTES ............................................................................................................................. 181
TAX CONSIDERATIONS ....................................................................................................................................... 198
PLAN OF DISTRIBUTION ...................................................................................................................................... 203
TRANSFER RESTRICTIONS .................................................................................................................................. 207
LISTING AND GENERAL INFORMATION .......................................................................................................... 210
INDEPENDENT ACCOUNTANTS ......................................................................................................................... 211
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1
Unless otherwise indicated or the context otherwise requires, all references in this listing
prospectus to "we," "us," "our," the "Bank" and "ourselves" mean Banco GNB Sudameris S.A. and its
consolidated subsidiaries.
This listing prospectus has been prepared by us solely for use in connection with the proposed
offering of the notes described in this listing prospectus. This listing prospectus is personal to each offeree
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and does not constitute an offer to any other person or the public generally to subscribe for or otherwise
acquire notes.
The initial purchaser makes no representation or warranty, expressed or implied, as to the accuracy or
completeness of the information contained in this listing prospectus. Nothing contained in this listing prospectus 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 prospectus. 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 prospectus;
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 prospectus. 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
prospectus. 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 prospectus 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 prospectus and prospective investors should not construe anything in this
listing prospectus 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 prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes offered pursuant to this listing prospectus are not governed by Colombian securities regulations.
The notes are not being offered in the Colombian securities market and, consequently, this listing prospectus 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.
No material adverse change on our prospects has occured since the date of our last published audited
financial statements
ii

______________________

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
Colombian 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 prospectus is not incorporated by reference in, and shall not be considered part
of, this listing prospectus.
______________________
iii

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES
We are a corporation organized under the laws of Colombia. Three of our directors and all of our officers
and certain other persons named in this listing prospectus 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 prospectus and
substantially all of our assets are located outside the United States. As a result, it may not be possible for you to
effect 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 Dentons Cardenas & Cardenas, 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
605 through 607 of Law 1564 of 2012, or the Colombian General Code of Procedure (Código General del Proceso),
which provide that the foreign judgment will be enforced if:
a treaty exists between Colombia and the country where the judgment was handed down 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;
the foreign judgment 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 legalized copy of the judgment has been presented to the Colombian
Supreme Court;
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
in the proceeding commenced in the foreign court that issued the judgment, the defendant was served
in accordance with the law of such jurisdiction, had an opportunity to defend against the action and the
judgment is final (res judicata).
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 System, 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 prospectus 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 prospectus 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, Peruvian, Paraguayan, regional and international business and economic,
political or other conditions;
the global financial crisis and the current market environment;
developments affecting Colombian, Peruvian, Paraguayan 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 funding agreements (convenios) with governmental entities and pension
funds;
availability and cost of funding;
our level of indebtedness and other financial obligations;
our ability to sustain or improve our financial performance;
increases in inflation rates;
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;
v

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, Peruvian and Paraguayan 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 prospectus, including those factors identified or discussed under the "Risk Factors" section
of this listing prospectus.
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
prospectus. 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
prospectus, 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 prospectus 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. All references herein to "Sol,", "Soles" or "S./"
refer to the lawful currency of Peru. All references herein to "Guaraní" or "." refer to the lawful currency of
Paraguay. See "Exchange Rates and Foreign Exchange Controls" for information regarding exchange rates for the
Colombian currency since 2012. This listing prospectus 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 3,000.71 per
U.S.$1.00, which corresponds to the representative market rate calculated on December 31, 2016. 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 March 29, 2017, the representative market rate was Ps 2,911.99
per U.S.$1.00. 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. 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, 2015 and 2016 and for each of the two years in the
two-year period ended December 31, 2016, included in this listing prospectus are referred to herein as our
"consolidated financial statements." Our historical results are not necessarily indicative of results to be expected for
future periods. The consolidated financial statements of the Bank and its subsidiaries included herein have been
audited by PricewaterhouseCoopers Ltda. in accordance with Accounting and Financial Reporting Standards
accepted in Colombia ("Colombian Banking IFRS") as required by Law 1314/2009, regulated by Decree 2420/2015,
as amended by Decree 2496/2015 and Decree 2131/2016, Colombian Banking IFRS are based on International
Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and which
were in effect and officially translated into Spanish as at December 31, 2013, except for the specific requirement of
the Superintendency of Finance to record directly in Other Comprehensive Income the difference between the loan
impairment losses determined as required by International Accounting Standard (IAS) 39 and the impairment
provision determined as required for the separate financial statements based on specific rules of the Superintendency
of Finance.
Considering that our 2016 consolidated financial statements were audited by a successor audit firm, we
have also annexed to this listing prospectus the consolidated financial statements of the Bank and its subsidiaries at
December 31, 2015 and 2014, and at January 1, 2014, and for each of the two years in the two-year period ended
December 31, 2015 (the "2015-2014 Financial Statements"). The 2015 financial statements were audited by KPMG
S.A.S. (formerly KPMG Ltda.). The consolidated financial statements as at and for the year ended December 31,
2014 were prepared in accordance with accounting principles generally accepted in Colombia, which were the
applicable accounting standards at the time, were audited by KPMG S.A.S. Those consolidated financial
statements, including the opening balances on January 1, 2014, were adjusted to the new accounting standards
referred to as Accounting and Financial Reporting Standards accepted in Colombia, as stated in their report included
elsewhere herein.
The 2015-2014 Financial Statements are the first set of financial statements prepared in accordance with
the Accounting and Financial Reporting Standards accepted in Colombia. Note 28 to the 2015-2014 Financial
Statements describe how the new technical and regulatory framework has affected our consolidated financial
position, our consolidated financial performance and our consolidated cash flows previously reported.
The 2015 financial statements in this listing prospectus have been adjusted for consistency purposes to
conform to the presentation of our 2016 consolidated financial statements as explained in note 2f of those
consolidated financial statements.
vii

The consolidated financial statements have not been reviewed or approved by the Colombian
Superintendency of Finance; however, financial statements for the period ended December 31 of each year, prepared
on the basis of Colombian Banking IFRS, are remitted to the Colombian Superintendency of Finance for their
review.
Colombian Banking IFRS is based on IFRS as of December 31, 2013, and certain Colombian regulations
issued by the Colombian Superintendency of Finance. Certain rules subsequently issued by the IASB are not
applicable under Colombian Banking IFRS. Our financial statements for local purposes mainly differ from financial
statements under IFRS in the following aspects:
allowances for loan losses are recorded in other comprehensive income, under Colombian Banking
IFRS; whereas under IFRS, they are calculated according to the criteria set forth in IAS 39 and
recorded in profit or loss of each period;
consolidated financial statements prepared under Colombian Banking IFRS classify debt securities into
one of two categories: fair value through profit or loss or amortized cost; whereas under IFRS they are
classified under one category; and
entities with non-controlling or non-significant influence in equity securities are required to record fair
value changes in other comprehensive income, in accordance with the guidance set out in IFRS
9 under Colombian Banking IFRS; whereas under IFRS they are recorded in profit or loss of each
period.
We have included information in this listing prospectus concerning return on average shareholders' equity,
or "ROAE," and on return on average of total assets, or "ROAA," (which are not a measure of financial
performance under Colombian Banking IFRS) because we believe it is a standard financial statistic commonly
reported and widely used by analysts and other interested parties. We also understand that ROAE and ROAA may
be defined differently by other companies. You should not considering ROAE or ROAA as an alternative to the
financial disclosure presented in this listing prospectus in accordance with Colombian Banking IFRS.
Market share and other information
We obtained market and competitive position data, including market forecasts, used throughout this listing
prospectus 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
Colombian Superintendency of Finance, the Colombian National Bureau of Statistics (Departamento Administrativo
Nacional de Estadística), or "DANE," the Colombian Central Bank (Banco de la Republica), the 2016 World Bank
Development Indicators, the Peruvian Superintendency of Banks, Insurance and Private Pension Fund
Administration Entities (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones -
"SBS"), the Peruvian Central Bank (Banco Central de Reserva del Perú BCRP), the Peruvian National Institute
of Statistics and Information (Instituto Nacional de Estadística e Informatica "INEI"), the Paraguayan Central
Bank (Banco Central del Paraguay) and its affiliate, the Paraguayan Superintendency of Banks (Superintendencia
de Bancos), the Paraguayan Ministry of Finance (Ministerio de Hacienda), the General Bureau of Statistics, surveys
and census of Paraguay (Dirección General de Estadística, Encuestas y Censos), the Paraguayan National
Development Bank (Banco Nacional de Fomento), the Central Bank of Brazil (Banco Central do Brasil), the
Superintendency of Banks and Financial Institutions of Chile (Superintendencia de Bancos e Instituciones
Financieras de Chile), and the Bank and Securities of Mexico (Comisión Nacional Bancaria y de Valores de
México). 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 stated herein, Colombian Central Bank, gross
domestic product, or "GDP," figures with respect to Colombia in this listing prospectus 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.
viii

Except where otherwise indicated, our balance sheet and statement of income data included in this listing
prospectus reflects consolidated Colombian Banking IFRS 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 IFRS reported to the Colombian Superintendency of Finance.
Credit institutions are a major category of financial institutions under Colombian banking regulations.
Credit institutions include commercial 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 "Banking Regulation."
Other conventions
Certain amounts included in this listing prospectus 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 prospectus 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.
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 prospectus 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 prospectus 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