Obligation Banco GNB Sudameris S.A 7.5% ( USP1265VAH52 ) en USD

Banco GNB Sudameris S.A

100 % ▲

Colombie

USP1265VAH52 ( en USD )

7.5% par an ( paiement semestriel )

16/04/2031

Prospectus brochure de l'obligation Banco GNB Sudameris S.A USP1265VAH52 en USD 7.5%, échéance 16/04/2031

150 000 USD

400 000 000 USD

P1265VAH5

N/A

16/10/2025 ( Dans 172 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 émise par Banco GNB Sudameris S.A ( Colombie ) , en USD, avec le code ISIN USP1265VAH52, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/04/2031

OFFERING MEMORANDUM

U.S.$400,000,000

7.50% Subordinated Notes due 2031
________________________
We are offering U.S.$400,000,000 aggregate principal amount of our 7.50% Subordinated Notes due
2031 (the "notes"). The notes will mature on April 16, 2031. The notes will bear interest on their principal amount
from, and including, the date of original issuance to, but excluding, April 16, 2026 (the "Reset Date") at an initial
rate of 7.50% per year. During the period from, and including, 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) the Treasury Rate (as defined in "Description of the Notes--Certain Definitions") on
the Reset Date and (ii) 666 basis points. Interest on the notes will be payable semi-annually in arrears on April
16 and October 16 of each year, commencing on October 16, 2021.
Upon the occurrence of a Write-Down Event (as defined in "Description of the Notes--Loss Absorption")
the outstanding principal amount of the notes, interest and additional amounts, if any, may be permanently reduced
to the extent required to restore our capital ratios. No interest will accrue on any principal amount of the notes that
is so reduced. If a Write-Down Event occurs, you may lose all or part of your investment.
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 and any other instrument that may qualify as
Tier One Capital (as defined in "Description of the Notes--Certain Definitions") for purposes of Colombian
banking laws, if any, and which is expressly subordinated to the notes. The notes will not be guaranteed by our
subsidiaries and will not be entitled to any sinking fund.
On or after the Reset Date, subject to the prior approval of the Colombian Superintendency of Finance
(Superintendencia Financiera de Colombia) (the "SFC") and any other then applicable Colombian governmental
authority, if required, and subject to certain other requirements set forth herein, we may at our option redeem the
notes, in whole or in part, at a redemption price equal to 100% of the outstanding principal amount of the notes
being redeemed plus any accrued and unpaid interest thereon to, but excluding, the date of such redemption, plus
additional amounts, if any. In addition, subject to the prior approval of the SFC or any other then-applicable
Colombian governmental authority, if required, we may redeem the notes, in whole but not in part, in the event of
certain changes in Colombian (i) laws as a result of which we will no longer be entitled to treat the then current
principal amount of the notes as Tier Two Capital (as defined in "Description of the Notes--Certain Definitions")
pursuant to applicable Colombian banking laws and (ii) tax laws. See "Description of the Notes--Optional
Redemption upon Regulatory Event or Tax Event."
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 21
of this offering memorandum.
______________________________
Price per note: 100.000% plus accrued interest, if any, from April 16, 2021
______________________________
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 not been and will not be registered in the Colombian National Registry of Securities and
Issuers (Registro Nacional de Valores y Emisores) maintained by the SFC and may not be offered or sold publicly or
otherwise be subject to brokerage activities in Colombia, except as permitted by Colombian Law. The information
submitted to the SFC and the potential classification of the notes as Tier Two Capital will not constitute an opinion
of the SFC with respect 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, except under circumstances which do not constitute a public offering of
securities under applicable Colombian securities laws and regulations or unless the notes are registered with the
Colombian National Registry of Securities and Issuers.
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 offering
memorandum constitutes a prospectus for the purpose of Luxembourg law dated July 16, 2019 on Prospectuses for
Securities.
The notes will be delivered in book-entry form only through the facilities of The Depository Trust
Company ("DTC") for the accounts of its direct and indirect 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 16, 2021.
------------------------------
Joint Lead Book-Running Managers
Credit Suisse
Goldman Sachs & Co. LLC
------------------------------
The date of this offering memorandum is April 13, 2021.

In making your investment decision, you should rely only on the information contained in this offering
memorandum. Neither we nor the initial purchasers 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 offering memorandum is accurate as of the date on the front
cover of this offering memorandum only. Our business, properties, results of operations or financial condition may
have changed since that date. Neither the delivery of this offering memorandum 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 offering memorandum.
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 ....................................................................................................................................................... 211
EXCHANGE RATES AND FOREIGN EXCHANGE CONTROLS ......................................................................... 52
USE OF PROCEEDS ................................................................................................................................................ 555
CAPITALIZATION .................................................................................................................................................. 566
SELECTED FINANCIAL AND OPERATING DATA ............................................................................................ 588
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION .......................... 61
SELECTED STATISTICAL DATA ......................................................................................................................... 677
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................ 92
RISK MANAGEMENT .......................................................................................................................................... 1233
BUSINESS .............................................................................................................................................................. 1388
INDUSTRY ............................................................................................................................................................. 1577
BANKING REGULATION .................................................................................................................................... 1677
MANAGEMENT ...................................................................................................................................................... 201
SHARE OWNERSHIP AND PRINCIPAL SHAREHOLDER ................................................................................. 206
RELATED PARTY TRANSACTIONS .................................................................................................................... 207
DESCRIPTION OF THE NOTES ............................................................................................................................. 209
BOOK-ENTRY SYSTEM; DELIVERY AND FORM ......................................................................................... 22424
TAX CONSIDERATIONS ..................................................................................................................................... 2288
PLAN OF DISTRIBUTION .................................................................................................................................. 23333
TRANSFER RESTRICTIONS ................................................................................................................................ 2399
LISTING AND GENERAL INFORMATION ...................................................................................................... 24141
LEGAL MATTERS .............................................................................................................................................. 24343
INDEPENDENT ACCOUNTANTS ..................................................................................................................... 24444
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1

i

Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"we," "us" and "our" mean Banco GNB Sudameris S.A. and its consolidated subsidiaries. Reference to the "Bank"
and the "Issuer" means Banco GNB Sudameris S.A.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering
of the notes described in this offering memorandum and should be used solely for the purposes for which it has been
produced. This offering memorandum is personal to each offeree and does not constitute an offer to any other
person or the public generally to subscribe for or otherwise acquire notes. Distribution of this offering
memorandum to any person other than a prospective investor and any person retained to advise such prospective
investor with respect to its purchase is unauthorized. Each prospective investor, by accepting delivery of this
offering memorandum, agrees to the foregoing and to make no photocopies of this offering memorandum or any
documents referred to in this offering memorandum.
The initial purchasers make no representation or warranty, expressed or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or
future.
Neither we nor the initial purchasers 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 offering memorandum. You must also obtain any
consents, permissions 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 purchasers 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 offering memorandum;
you have not relied on the initial purchasers or their respective agents or any person affiliated with the
initial purchasers or their respective 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 offering memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by us, the initial
purchasers or their respective 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 offering
memorandum. 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 offering memorandum entitled "Plan of Distribution" and
"Transfer Restrictions."
In making an investment decision, prospective investors must rely on their own examination of the Issuer
and its subsidiaries 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 offering memorandum and prospective investors should not
construe anything in this offering memorandum as legal, business or tax advice. Each prospective investor should
ii

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 offering memorandum is truthful or complete. Any representation to the contrary is a criminal offense in the
United States.
______________________
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, Bogota,
Colombia.
We are also required to furnish certain information, including quarterly and annual reports, to the SFC and
the Colombian Stock Exchange (Bolsa de Valores de Colombia), which will be available in Spanish at
www.superfinanciera.gov.co and www.bvc.com.co , respectively. The information included (or accessed through)
any website included or referred to in this offering memorandum is not incorporated by reference in, and shall not be
considered part of, this offering memorandum.
______________________
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 offering memorandum 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 offering
memorandum 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 our Colombian counsel, 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:
o 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;
o 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;
o the foreign judgment does not contravene or conflict with Colombian laws relating to public order
other than those governing judicial procedures;
o 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;
o the foreign judgment does not refer to any matter upon which Colombian courts have exclusive
jurisdiction;
o 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
o 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 (the "Indenture"), 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 offering memorandum includes statements that express the Issuer's 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 offering memorandum and include statements
regarding the Issuer's intentions, beliefs or current expectations concerning, among other things, the Bank's
consolidated results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in
which the Bank and its subsidiaries operate.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in the future. The Issuer believes that
these risks and uncertainties include, but are not limited to:
changes in Colombian, Paraguayan, Peruvian, regional and international business and economic,
political or other conditions;
the global financial crises and the current market environment;
developments affecting Colombian, Paraguayan, Peruvian, and international capital and financial
markets;
the negative impact on our operations and financial results resulting from widespread health
emergencies, infectious diseases or pandemics, such as the novel coronavirus ("COVID-19");
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;
the level of participation in our concurrent tender offer;
our level of indebtedness and other financial obligations;
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;
our success in integrating the operations of Banco Bilbao Vizcaya Argentaria Paraguay S.A. ("BBVA
Paraguay"), now denominated Banco GNB S.A. - en proceso de fusión por absorción, into our
business;
changes in market values of Colombian, Paraguayan and Peruvian securities, particularly Colombian
government securities;
adverse legal or regulatory disputes or proceedings;
internal security issues and natural disasters affecting countries where we operate;
cyber security risks, including unauthorized access to privileged information, technological assaults to
our infrastructure and interruption of our services;
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 offering memorandum, including those factors identified or discussed under the "Risk Factors"
section of this offering memorandum.
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 offering
memorandum. 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 offering
memorandum, 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 made in this offering memorandum 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.
This offering memorandum translates certain euro, peso, Guaraní and Sol amounts into U.S. dollars at specified
rates solely for the convenience of the reader.
The conversion of amounts expressed in pesos, Guaraníes or Soles 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 such currency as of another specified date. Such conversion should not be
construed as a representation that the specific currency amounts correspond to, or have been or could be converted
into, U.S. dollars at that rate or any other rate. 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 SFC. The Bank is required to comply with capital adequacy
regulations, and each of its financial subsidiaries is separately required to comply with capital adequacy regulations
applicable to banks and other financial institutions.
This offering memorandum includes our audited consolidated financial statements as of and for the years
ended December 31, 2020 and 2019 (the "2020-2019 Consolidated Financial Statements"), and our audited
consolidated financial statements as of and for the years ended December 31, 2019 and 2018 (the "2019-2018
Consolidated Financial Statements," and, collectively with the 2020-2019 Consolidated Financial Statements, our
"Consolidated Financial Statements"). Our historical results are not necessarily indicative of results to be expected
for future periods.
Our Consolidated Financial Statements included herein have been prepared 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, Decree 2131/2016, Decree
2170/2017 and Decree 2483/2018. Our Consolidated Financial Statements have been audited by PwC Contadores y
Auditores S.A.S. (formerly PwC Contadores y Auditores Ltda.) in accordance with generally accepted auditing
standards as accepted in Colombia. Colombian Banking IFRS are based on International Financial Reporting
Standards (IFRS) together with their corresponding interpretations as issued by the International Accounting
Standards Board (IASB) and which were in effect and officially translated into Spanish as of December 31, 2017
(excluding IFRIC 23 Uncertainty over Income Tax Treatments ("IFRS 23") and IFRS 17 Insurance Contracts
("IFRS 17")), except for the specific requirement of the SFC to record directly in other comprehensive income the
difference between the loan impairment losses determined as required by International Accounting Standard (IAS)
39 Financial Instruments: Recognition and Measurement" ("IAS 39") and the impairment provision determined as
required for the separate financial statements based on specific rules of the SFC.
Our Consolidated Financial Statements have not been reviewed or approved by the SFC; however, financial
statements for the period ended December 31 of each year, prepared on the basis of Colombian Banking IFRS, are
remitted to the SFC.
Colombian Banking IFRS is based on IFRS as of December 31, 2017, and certain Colombian regulations
issued by the SFC. 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:
provisions 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;
vii

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
Financial Instruments under Colombian Banking IFRS; whereas under IFRS they are recorded in profit
or loss of each period.
We have included information in this offering memorandum concerning return on average shareholders'
equity, or "ROAE," and 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 consider ROAE or ROAA as an alternative to the
financial disclosure presented in this offering memorandum in accordance with Colombian Banking IFRS.
Financial information of BBVA Paraguay
This offering memorandum includes the audited financial statements as of and for the year ended
December 31, 2020 of BBVA Paraguay (the "BBVA Paraguay Financial Statements"). We closed the acquisition of
BBVA Paraguay on January 22, 2021. See "Summary--Recent Developments--The BBVA Paraguay
Acquisition." The BBVA Paraguay Financial Statements 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"). The BBVA Paraguay Financial Statements were audited by Ernst &
Young Paraguay Auditores y Asesores de Negocios, independent accountants.
We have also included in this offering memorandum pro forma financial information giving effect to the
acquisition of BBVA Paraguay and related transactions. The preparation of this pro forma information is based upon
available information and certain assumptions and estimates that we believe are reasonable. The pro forma financial
information has been provided for supplemental informational purposes only, and investors should understand that
the pro forma financial information has certain limitations in its use and should not be relied upon instead of our
Consolidated Financial Statements and the BBVA Paraguay Financial Statements included in this offering
memorandum. See "Unaudited Pro Forma Condensed Consolidated Financial Information." The pro forma financial
information does not reflect the financial condition or results of operations that would have been achieved had the
transactions actually been completed on the date indicated, nor does it purport to be indicative of our financial
condition or results of operations at any future date or for any future period. See "Risk Factors--Risks relating to the
business and industry--The pro forma financial information in this offering memorandum does not reflect our
operating results and financial condition following the BBVA Paraguay acquisition."

Market share and other information
We obtained market and competitive position data, including market forecasts, used throughout this
offering memorandum from market research, publicly available information, and industry publications. This data is
presented on the basis of information from third-party sources that we believe are reliable, including, among others,
the SFC, the Colombian National Bureau of Statistics (Departamento Administrativo Nacional de Estadística), or
"DANE," the Colombian Central Bank (Banco de la República), the 2019 and 2018 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), 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
viii