SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 18-K/A

 

 

AMENDMENT NO. 3

For Foreign Governments and Political Subdivisions Thereof

ANNUAL REPORT

of the

FEDERATIVE REPUBLIC OF BRAZIL

(Name of Registrant)

 

 

Date of end of last fiscal year: December 31, 2024

 

 

SECURITIES REGISTERED*

(As of the close of the fiscal year)

 

 

 

Title of Issues		Amount as to which registration is effective		Names of exchanges on which registered
N/A		N/A		N/A

Name and address of person authorized to receive notices

and communications from the Securities and Exchange Commission:

Maria Luiza Ribeiro Viotti

Ambassador

Embassy of Brazil

3006 Massachusetts Avenue, N.W.

Washington, D.C. 20001

Copies to:

Eli Whitney Debevoise II, Esq.

Gregory Harrington, Esq.

Arnold & Porter Kaye Scholer LLP

601 Massachusetts Ave NW

Washington, DC 20001

 

 

 

*	The Registrant is filing this Amendment No. 3 to the annual report on a voluntary basis.

 

This amendment to the annual report of the Federative Republic of Brazil on Form 18-K for the year ended December 31, 2024 comprises:

 

(a)	Pages numbered 1 to 4 consecutively.

 

(b)	The following exhibits:

 

Exhibit 1:		Recent Developments in the Registrant as of April 15, 2026
Exhibit 2:		Terms Agreement, dated April 15, 2026, between the Federative Republic of Brazil and the Underwriters, relating to the 4.000% Global Bonds due 2030, the 4.875% Global Bonds due 2033, and 5.500% Global Bonds due 2036, which incorporates, and modifies certain provisions of, the Underwriting Terms dated April 2026
Exhibit 3:		Names and Addresses of the Underwriters
Exhibit 4:		Form of 4.000% Global Bonds due 2030
Exhibit 5:		Form of 4.875% Global Bonds due 2033
Exhibit 6:		Form of 5.500% Global Bonds due 2036
Exhibit 7:		Opinion of Arnold & Porter Kaye Scholer LLP with respect to the 4.000% Global Bonds due 2030, the 4.875% Global Bonds due 2033, and the 5.500% Global Bonds due 2036
Exhibit 8:		Opinion of the duly authorized attorney of the National Treasury with respect to the 4.000% Global Bonds due 2030, the 4.875% Global Bonds due 2033, and the 5.500% Global Bonds due 2036
Exhibit 9:		Conformed copy of the Calculation Agency Agreement, dated April 23, 2026, among the Federative Republic of Brazil and The Bank of New York Mellon, London Branch.

This amendment to the annual report is filed subject to the Instructions for Form 18-K for Foreign Governments and Political Subdivisions thereof.

 

2

SIGNATURE PAGE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant, the Federative Republic of Brazil, has duly caused this annual report or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Brasilia, Brazil on the 23^th day of April, 2026.

 

 

3

EXHIBIT INDEX

 

Exhibit 1:		Recent Developments in the Registrant as of April 15, 2026
Exhibit 2:		Terms Agreement, dated April 15, 2026, between the Federative Republic of Brazil and the Underwriters, relating to the 4.000% Global Bonds due 2030, the 4.875% Global Bonds due 2033, and 5.500% Global Bonds due 2036, which incorporates, and modifies certain provisions of, the Underwriting Terms dated April 2026
Exhibit 3:		Names and Addresses of the Underwriters
Exhibit 4:		Form of 4.000% Global Bonds due 2030
Exhibit 5:		Form of 4.875% Global Bonds due 2033
Exhibit 6:		Form of 5.500% Global Bonds due 2036
Exhibit 7:		Opinion of Arnold & Porter Kaye Scholer LLP with respect to the 4.000% Global Bonds due 2030, the 4.875% Global Bonds due 2033, and the 5.500% Global Bonds due 2036
Exhibit 8:		Opinion of the duly authorized attorney of the National Treasury with respect to the 4.000% Global Bonds due 2030, the 4.875% Global Bonds due 2033, and the 5.500% Global Bonds due 2036
Exhibit 9:		Conformed copy of the Calculation Agency Agreement, dated April 23, 2026, among the Federative Republic of Brazil and The Bank of New York Mellon, London Branch

 

4

Exhibit 1

RECENT DEVELOPMENTS

The information included in this section supplements the information about Brazil contained in Brazil’s 2024 Annual Report, as amended. To the extent the information in this section is inconsistent with the information contained in the 2024 Annual Report, as amended, the information in this section replaces such information. Capitalized terms not defined in this section have the meanings ascribed to them in the 2024 Annual Report, as amended.

THE FEDERATIVE REPUBLIC OF BRAZIL

Political Developments

U.S. Trade Tariffs

On May 28, 2025, the U.S. Court of International Trade ruled that the Trump administration exceeded its authority in issuing the 10% baseline tariff and effectively mandated the termination of the baseline tariff. The decision did not address the 25% tariff on copper, steel and aluminum. An appeal was immediately filed by the Trump administration in the U.S. Court of Appeals for the Federal Circuit, which granted an administrative stay temporarily maintaining the 10% baseline tariff. On August 29, 2025, the U.S. Court of Appeals for the Federal Circuit issued a decision affirming the prior decision of the U.S. Court of International Trade. In a separate order on the same day, the appellate court granted a stay which maintained the 10% baseline tariffs through October 14, 2025. On September 3, 2025, the Trump administration appealed the appellate court’s decision to the U.S. Supreme Court. The hearing for the appeal occurred on November 5, 2025. On February 20, 2026, the U.S. Supreme Court held that the International Emergency Economic Powers Act (IEEPA) does not authorize the President to impose tariffs. The ruling invalidated the tariffs imposed under that statute, including the baseline tariffs. On the same day, President Trump issued a proclamation under Section 122 of the Trade Act of 1974 imposing a temporary 10% ad valorem import duty for 150 days, effective February 24, 2026, and the United States Trade Representative (USTR) stated that the Administration would continue to pursue its trade policy through alternative tools.

On March 31, 2026, the Office of the United States Trade Representative submitted the 2026 National Trade Estimate on Foreign Trade Barriers (NTE) to President Trump and Congress. The NTE Report discusses the largest export markets for the United States, covering more than 60 trading partners, among them Brazil.

On April 2, 2026, President Trump further amended the copper, steel and aluminum tariffs issued under Section 232 of the Trade Expansion Act (TEA). The amended tariffs include a 50% tariff on raw copper, steel and aluminum, a flat 25% tariff on derivative products made with greater than 15% of copper, steel or aluminum, and a 15% tariff until 2027 on certain metal-intensive industrial equipment and electrical grid equipment.

Derivative products with less than 15% of copper, steel or aluminum will no longer be subject to tariffs and if derivative products are made with U.S. copper, steel or aluminum, the tariff is lowered to a 10% tariff. The new tariff regime for copper, steel and aluminum became effective on April 6, 2026.

On April 2, 2026, President Trump imposed a 100% tariff on patented pharmaceutical products and their ingredients under Section 232 of the TEA. The tariffs come into effect in either 120 days or 180 days depending on the size of the companies.

Cabinet Changes

On March 20, 2026, Dario Durigan was appointed as the new Minister of Finance. Durigan, who had been the Executive Secretary at the Ministry of Finance, replaced Fernando Haddad, who left the position on March 19, 2026, to run for office in the upcoming election.

On March 23, 2026, Rogério Ceron, who had been Treasury Secretary, was appointed Executive Secretary of the Ministry of Finance, replacing Dario Durigan. Daniel Leal, who had been the Undersecretary for Public Debt, was appointed Treasury Secretary.

On March 31, 2026, the federal government implemented a broad ministerial reshuffle as several ministers stepped down from office in order to run in the upcoming elections. At the Ministry of Agrarian Development and Family Agriculture, Luiz Paulo Teixeira Ferreira left his post and was replaced by Fernanda Machiaveli Morão de Oliveira. In Agriculture and Livestock, Carlos Henrique Baqueta Fávaro was dismissed, and André Carlos Alves de Paula Filho was appointed to the position. On the same day, André Carlos de Paula Filho left the Ministry of Fisheries and Aquaculture, which was subsequently assumed by Rivetla Edipo Araujo Cruz. Changes were also formalized at the Ministry of Ports and Airports, with Sílvio Serafim Costa Filho replaced by Tomé Barros Monteiro da Franca; at the Ministry of Planning and Budget, where Simone Nassar Tebet gave way to Bruno Moretti; at the Ministry of Sports, with André Luiz Carvalho Ribeiro replaced by Paulo Henrique Perna Cordeiro; at the Ministry of Racial Equality, where Anielle Francisco da Silva was succeeded by Rachel Barros de Oliveira; at the Ministry of Human Rights and Citizenship, with Macaé Maria Evaristo dos Santos replaced by Janine Mello dos Santos; and at the Ministry of Indigenous Peoples, where Sônia Bone de Sousa Silva Santos was succeeded by Luiz Henrique Eloy Amado.

On April 1, 2026, Camilo Sobreira de Santana stepped down from the Ministry of Education and was replaced by Leonardo Osvaldo Barchini Rosa. On the same day, Renan Calheiros Filho left the Ministry of Transport, and George Santoro was appointed as his successor, while Maria Osmarina Marina da Silva Vaz de Lima exited the Ministry of the Environment and Climate Change, who was replaced by João Paulo Ribeiro Capobianco.

On April 2, 2026, Rui Costa dos Santos left the Civil House, with Miriam Belchior appointed in his place, and at the Ministry of Cities Jader Fontenelle Barbalho Filho was replaced by Antônio Vladimir Moura Lima; additionally, Márcio Luiz França Gomes stepped down from the Ministry of Entrepreneurship, Microenterprise and Small Business.

On April 3, 2026, Geraldo José Rodrigues Alckmin Filho left the Ministry of Development, Industry, Trade and Services and was succeeded by Márcio Elias Rosa, while Francisco Tadeu Barbosa de Alencar assumed the Ministry of Entrepreneurship; on the same date, Gleisi Helena Hoffmann stepped down from the Secretariat of Institutional Relations of the Presidency of the Republic, with no successor formally appointed at that time.

Federal Supreme Court

On April 1, President Lula formally submitted to the Federal Senate the nomination of Jorge Messias, current Advogado-Geral da União (AGU), to fill the vacancy on the Supremo Tribunal Federal (STF) left by the retirement of Justice Luís Roberto Barroso in 2025. The presidential message was received by Senate President Davi Alcolumbre and forwarded to the Senate’s Committee on Constitution and Justice (CCJ), chaired by Senator Otto Alencar. A confirmation hearing is pending scheduling by the CCJ, to be followed by a plenary vote requiring approval by an absolute majority of at least 41 senators, by secret ballot.

Legislative Developments

On February 24, 2026, the Lower House approved Bill No. 5,582/2025. The Bill was enacted by President Lula on March 24, 2026 as Law No. 15,358/2026, establishing a Legal Framework for Combating Organized Crime. The Bill increases penalties for participation in criminal organizations or militias and imposes stricter prison rules on those convicted. The final version of the Bill did not include a tax on gambling, which had been proposed to create a dedicated fund to combat organized crime.

On February 25, 2026, President Lula enacted Law No. 15,352/2026, which transforms the National Data Protection Agency (ANPD, for its acronym in Portuguese) into a regulatory agency. The measure also creates a specific career track for data protection regulation and oversight, strengthening the agency’s institutional capacity and autonomy. Besides this, it sets March 17, 2026 as the date when the Digital Statute of the Children and Adolescents (ECA Digital, for its acronym in Portuguese) would enter into force. The ECA Digital had previously been established by Law No. 15,211/2025.

On March 12, 2026, the Federal Government announced a set of emergency measures to protect the population and key economic sectors from the surge in international oil prices driven by geopolitical tensions. The primary measure is the elimination of PIS/Cofins taxes on diesel (currently the only federal taxes on the fuel), which reduces its cost by about R$0.32 per liter, with the aim of easing pressure on transportation, agriculture, and overall inflation. In addition, the Federal Government will grant a subsidy of the same amount to diesel producers and importers, so that, combined, the measures can reduce costs by up to R$0.64 per liter at the pump. Also, an export tax of 12% was imposed on the total value of exports of crude petroleum oils and oils from bituminous minerals, while an export tax of 50% was established on diesel oil for as long as the subsidy remains in force. These initiatives, implemented through a provisional measure and presidential decrees, seek to stabilize fuel prices, ensure supply, and prevent global price shocks from affecting the Brazilian population and the broader economy. On March 24, 2026, the Federal Government proposed an emergency subsidy of R$1.20 per liter of imported diesel until May 31, 2026, which would be split equally between the Federal Government and the States. This proposal is still under discussion.

On March 17, 2026, the Lower House promulgated Legislative Decree No. 14/2026, completing congressional approval of the Mercosur–European Union (EU) Partnership Agreement. The agreement has not yet entered into force and will only begin provisional application after the remaining ratification and notification steps are completed. On the EU side, the agreement still requires the consent of the European Parliament, and the full Partnership Agreement will also require ratification by all EU member states to enter into force.

On April 6, 2026, the Federal Government announced a package of measures to reduce the impact of higher fuel prices due to the conflicts in the Middle East. These include subsidies for diesel and liquified petroleum gas (LPG) and exemptions from federal taxes on biodiesel and aviation kerosene. To compensate for the revenue losses associated with these tax exemption and subsidies, the Federal Government announced a set of fiscal offsetting measures. These include an increase in the excise tax (Imposto sobre Produtos Industrializados or IPI, for its acronym in Portuguese) on cigarettes. The Federal Government also expects that other sources of revenue will help mitigate the additional costs of the subsidies and exemptions, including maintaining the 12% export tax on crude oil, higher tax collection from fuel companies’ profits, and revenues from oil auction, particularly related to pre-salt field.

On April 10, the Federal Regional Court of the 2nd Region (TRF2) upheld a preliminary injunction suspending the 12% export tax established on March 12, 2026. The ruling, issued by Justice Carmen Silvia Lima de Arruda, found that the Federal Government failed to demonstrate concrete and immediate risk. The injunction was originally granted at the request of five multinational oil companies—Total Energies (France), Repsol Sinopec (Spain and China), Petrogal (Portugal), Shell (UK and Netherlands), and Equinor (Norway)—which argued the tax violated the constitutional anterioridade principle, which prohibits the collection of new taxes without a minimum prior notice period. The export tax had been designed to offset the fiscal cost of zeroing PIS/ Cofins levies on diesel and to discourage oil exports amid global supply pressures from the Middle East conflict. A final ruling on the merits has not yet been scheduled by TRF2.

Elections 2026

On February 26 and March 2, 2026, the Superior Electoral Court approved a total of fourteen normative resolutions governing the 2026 general elections, covering, among others, opinion polling, campaign finance and advertising, and voter transportation. The resolutions confirm that voters must be 16 years old by October 4, 2026; permit campaign spending on personal security for female candidates facing threats; maintain the requirement that parties allocate 30% of resources to black candidates; and establish special transportation measures to facilitate voting by persons with disabilities. The court banned manipulated content involving candidates or public figures during the 72 hours before the elections and 24 hours after the vote, prohibited AI systems from suggesting candidates to voters, and reaffirmed that providers may be held liable by the courts if fake profiles or illegal posts are not removed.

Project MIT

On April 10, 2026, Brazil and the United States announced a mutual cooperation agreement between Brazil’s Federal Tax Authority and the U.S. Customs and Border Protection (CBP) to combat transnational organized crime, with a focus on arms and narcotics trafficking. The initiative—named Project MIT (Mutual Interdiction Team)—establishes real-time, digital sharing of customs seizure data between the two countries, enabling rapid investigation of illicit cargo patterns, routes, and networks of smugglers. The agreement also includes the launch of DESARMA, the new Federal Tax Authority IT system for international tracking of weapons, munitions, and sensitive materials. The framework operationalizes commitments made by Presidents Lula and Trump during a bilateral call in December 2025 and was formally announced after a meeting of Brazilian and U.S. authorities at the Ministry of Finance.

Employment and Labor

Employment Levels

From February 1, 2026 through February 28, 2026, formal employment increased by 0.52%, with a net creation of 255,321 jobs in the period, compared to a 0.91% increase from February 1, 2025 through February 28, 2025, with a net creation of 431,995 jobs.

During the first quarter of 2025, the unemployment rate was 7.0%, a decrease of 0.9 percentage points compared to the first quarter of 2024. During the second quarter of 2025, the unemployment rate fell to 5.8%, a decrease of 1.1 percentage points compared to the second quarter of 2024, and a decrease of 1.2 percentage points compared to the first quarter of 2025. During the third quarter of 2025, the unemployment rate fell to 5.6%, a decrease of 0.8 percentage points compared to the third quarter of 2024, and a decrease of 0.2 percentage points compared to the second quarter of 2025. During the fourth quarter of 2025, the unemployment rate fell to 5.1%, a decrease of 1.1 percentage points compared to the fourth quarter of 2024, and a decrease of 0.5 percentage points compared to the third quarter of 2025. The numbers for the first, second, third, and fourth quarters of 2025 represent the lowest unemployment rates for the respective periods since 2012.

For the quarter ending on January 2026, the unemployment rate was 5.4%, a decrease of 1.1 percentage points compared to the quarter ending on January 2025. For the quarter ending on February 2026, the unemployment rate was 5.8%, a decrease of 1.0 percentage points compared to the quarter ending on February 2025.

Wages

On December 31, 2025, the Federal Government enacted the 2026 Annual Budget Guidelines, with a monthly minimum wage of R$1,621 for 2026, a nominal increase of 6.79% in relation to the monthly minimum wage of R$1,518 in 2025.

Social Security

As of February 28, 2026, the total monthly benefits paid by the Brazilian Social Security System over the preceding 12-month period increased by 4.35% compared to the immediately prior 12-month period (in real terms). The benefits paid by the Brazilian Social Security System in the one-month period ended February 28, 2026 increased by 2.16% when compared to the one-month period ended February 28, 2025 (in real terms).

Environment

On June 27, 2024, Law No. 14,902 was enacted. This law instituted the Green Mobility and Innovation Program (the “Mover” Program) for decarbonization in the transportation sector. It is intended to support technological development, global competitiveness, integration into global value chains, decarbonization, and the transition to a low-carbon economy within the production and innovation ecosystem for automobiles, trucks, buses, motorized chassis, self-propelled machinery, and automotive parts. It includes an incentive program for R&D and technology production.

On February 10, 2026, the Federal Supreme Court (STF), adopted a decision including new actions to curb deforestation in the Legal Amazon, an official geographic designation comprising several Brazilian states. The decision sets deadlines for the Office of the Comptroller General of the Union (CGU) to audit environmental sanctioning procedures, for the Institute of the Environment and Renewable Natural Resources (Ibama) to define objective criteria on administrative prescription and improve case-processing tools, for National Foundation of Indigenous People (Funai) to strengthen its institutional plan, and for the Federal Government to present an action plan for allocating undesignated federal lands.

On March 13, 2026, The Ministry of the Environment and Climate Change (MMA) instituted the National Plan for Urban Afforestation (PlaNAU, from its acronym in Portuguese). The strategy aims to expand green areas in cities, reduce urban heat islands, improve stormwater management and strengthen climate adaptation, with targets including raising the share of residents living near at least three trees from 45.5% to 65%, expanding urban vegetation cover by 360,000 hectares, and ensuring that all states and municipalities have urban-afforestation planning instruments by 2045.

On March 14, 2026, the Federal Government reported that since 2023 it allocated R$179 billion for ecological-transition projects through the National Climate Change Fund (Fundo Clima) and Eco Invest Brazil program. The Fund’s governing committee approved the 2026 annual allocation plan for Fundo Clima, with a R$27.5 billion budget — the largest in the program’s history — reinforcing federal financing capacity for mitigation, environmental recovery and climate change.

On March 16, 2026, the Federal Government launched the Climate Plan, which sets mitigation and adaptation strategies to guide public policy and broader societal action in response to the climate crisis. The plan targets a 59%–67% reduction in carbon dioxide emissions by 2035, relative to 2005 levels, as part of the path toward net-zero greenhouse-gas emissions by 2050.

From March 23 until March 29, 2026, Brazil hosted the 15th Conference of the Parties to the Convention on the Conservation of Migratory Species of Wild Animals (CMS COP15). The Conference was held in Campo Grande, in the state of Mato Grosso do Sul.

Sustainable Taxonomy

On November 3, 2025, the Federal Government published Decree No. 12,705, which established the Brazilian Sustainable Taxonomy (TSB, for its acronym in Portuguese) as an instrument of the Ecological Transformation Plan. The text recognizes the TSB as the guiding tool for incentives and economic policies aimed at sustainable development, as well as for monitoring labeled finances. The decree also defines principles, strategic, environmental, and socioeconomic objectives, as well as the structure of the criteria that will guide its implementation by the Federal Government.

Brazil’s Sovereign Sustainable Bond Framework.

On November 13, 2023, the Federal Government issued US$2.0 billion of its 6.250% Global Bonds due 2031, the first issuance of a sustainable bond by the Republic.

On June 20, 2024, the Federal Government issued US$ 2.0 billion of its 6.125% Global Bonds due 2032, the second issuance of a sustainable bond by the Republic.

On November 6, 2025, the Federal Government issued US$1.5 billion of its 5.500% Global Bonds due 2033, the third issuance of a sustainable bond by the Republic.

Since the inaugural sustainable bond issuance, Brazil has published two Allocation and Impact Reports, in November 2024 and November 2025.

Critical Minerals

On January 21, 2026, the Ministry of Mines and Energy (MME) initiated the development of the National Rare Earth Strategy, aimed at defining guidelines, targets, and policy instruments aligned with industrial, environmental, and energy transition objectives.

Also in January 2026, Brazil held a strategic round of engagements with European Union representatives to strengthen cooperation on strategic minerals.

On March 3, 2026, MME published “Brazil’s Critical Minerals: A Guide for Foreign Investors” with the aim of attracting foreign investment in critical minerals. The Guide aimed to present a framework that regulates the mineral sector, including procedures for obtaining mineral rights and environmental licensing.

THE BRAZILIAN ECONOMY

Macroeconomic Overview

Between 2017 and 2025, Brazil implemented a series of structural reforms. These reforms began in 2017 with the labor reform (Law No. 13,467), followed by the pension reform approved in 2019 (Constitutional Amendment No. 103). In 2020, a new legal framework for the water and sanitation sector was enacted (Law No. 14,026). In subsequent years, additional reforms were introduced, including the Central Bank independence law and a new legal framework for railways in 2021. In 2023, a sustainable fiscal regime was established, alongside broad tax reform. More recently, measures related to the creation of a regulated carbon market were advanced in 2024. In 2025, reforms focused on income taxation and the reduction of tax benefits.

Brazilian GDP growth prior to the pandemic was 1.3% in 2017, 1.8% in 2018, and 1.2% in 2019, corresponding to an average annual growth rate of 1.4% over this period. In 2020, during the pandemic, GDP declined by 3.3%, characterizing an economic recession. In 2021, GDP increased by 4.8%, reflecting an economic recovery following the contraction observed in the previous year. In the subsequent years, GDP growth rates were 3.0% in 2022, 3.2% in 2023, 3.4% in 2024, and 2.3% in 2025. The average GDP growth rate for the period from 2022 to 2025 was 3.0%. These figures are based on the most recent data released by IBGE in March 2026.

Using a seasonally adjusted GDP index from the World Bank (constant 2010 BRL), Brazil’s GDP level has surpassed the pre-pandemic trend observed before the first quarter of 2020. This trend is calculated by applying the average quarterly GDP growth rate for the period from 2010 to 2019 to the quarterly GDP index.

The median estimate of Brazil’s potential GDP growth rate two years ahead, increased from 1.5% in December 2021 to 1.6% in December 2022 and 1.8% in December 2023, reaching 2.0% in December 2024 and remaining at 2.0% in December 2025. These estimates are based on responses to the Pre-Copom Questionnaire, which is conducted among market participants ahead of the Monetary Policy Committee meeting held in December 2025.

Economy in 2025

Industrial Policy Plan - Nova Indústria Brasil

On February 3, 2026, the Federal Government reported that, in its first month, Move Brasil, a program aimed at green mobility, had secured R$1.3 billion in financing approved by the National Bank for Economic and Social Development (BNDES, for its acronym in Portuguese) for truck fleet renewal, supporting the purchase of new BNDES-accredited trucks and used vehicles manufactured from 2012 onward that comply with Proconve 7 environmental standards. The government also stated that the program had already reached beneficiaries in 532 municipalities through 1,152 operations in January 2026 alone, with an average ticket of R$1.1 million, under a broader R$10 billion credit line funded by R$6 billion from the National Treasury and R$4 billion raised by BNDES.

On February 26, 2026, the National Monetary Council (CMN, for its acronym in Portuguese) authorized the state-owned postal company, Correios, to contract an additional R$8 billion in loans, allowing the company to complete a R$20 billion financing plan following a previously approved R$12 billion operation. Both credit operations carry a federal guarantee, with the National Treasury covering potential defaults. To accommodate the new borrowing, the CMN created a specific sublimit for Correios and raised the total 2026 credit ceiling for public entities from R$15.625 billion to R$23.625 billion. According to the Ministry of Finance, the broader reallocation of credit limits was intended to prioritize financing for the New Growth Acceleration Program (Novo PAC) and public-private partnership projects (PPP).

On February 27, 2026, the Federal Government announced that BNDES would allocate an additional R$70 billion to Nova Indústria Brasil by the end of 2026, bringing total support to R$370 billion over four years after the bank had already reached its R$300 billion target in December 2025. According to the government, since 2023 BNDES resources had been allocated across the Nova Indústria Brasil’s six missions, including R$84.6 billion for the digital transformation of industry, R$76.9 billion for sustainable and digital agro-industrial chains, and R$63.1 billion for sustainable infrastructure, sanitation, housing, and mobility.

On March 7, 2026, BNDES announced that approvals under its truck fleet renewal line had reached R$5 billion, equivalent to 50% of the program’s R$10 billion budget. According to the bank, R$4.2 billion had already been contracted and R$2.8 billion disbursed, with 4,620 operations serving self-employed truckers, cooperatives, and cargo transport companies in 1,127 municipalities nationwide. Most approvals were directed to new trucks for fleet operators, while R$110 million went to self-employed drivers. Of the available resources, R$1 billion is reserved exclusively for autonomous carriers.

Gross Domestic Product

International trade (exports plus imports) as a share of GDP increased from 24% in 2017 to 29% in 2018 and remained at 29% in 2019. In 2020, this ratio rose to 32%. In 2021, international trade reached 38% of GDP and increased further to 39% in 2022. In 2023, the ratio declined to 34%, followed by an increase to 36% in 2024. In 2025, international trade accounted for 35% of GDP. Despite the increased participation of international trade in GDP, domestic demand remains the main component of economic activity. Household consumption represents 63% of GDP, government consumption accounts for 19%, and investment corresponds to 17%. On the external side, exports represent 18% of GDP, while imports account for 17%.

In the fourth quarter of 2025, GDP increased by 0.1% compared to the previous quarter. This result was mainly driven by services (0.8%), followed by agriculture (0.5%). Industry decreased by -0.7%. In the fourth quarter of 2025, GDP grew by 1.8% in relation to the fourth quarter of 2024, reflecting increases of 12.1% in agricultural output, 0.6% in industry, and 2.0% in services compared to the fourth quarter of 2024. On a 12-month accumulated basis ending December 31, 2025, GDP increased by 2.3%. This rate reflected increases of 2.4% in value added at basic prices and 1.7% in net taxes on production. The increase in value added occurred due to the following sectoral growth rates: agriculture (11.7%), industry (1.4%), and services (1.8%).

On March 16, 2026, the Central Bank published its Economic Activity Index (Índice de Atividade Econômica do Banco Central or IBC-Br) for January 2026, which registered a 0.8 percentage point growth compared to December 2025. The IBC-Br is generally considered a preview of the GDP.

Principal Sectors of the Economy

Public Utilities

Electricity prices are regulated by the Brazilian Electricity Regulatory Agency (Agência Nacional de Energia Elétrica or ANEEL, for its acronym in Portuguese) following a tariff flag system for electricity generation. The green, yellow, or red flags (levels 1 and 2) indicate whether energy will cost more or less depending on the generation conditions. The green flag corresponds to regular tariff price charged under regular hydrological conditions, and the yellow and red flags result in additional charges on top of regular tariffs, in case of moderate or severe water scarcity conditions.

In December 2025, the yellow tariff flag was activated, reflecting a partial improvement in generation conditions with the onset of the rainy season, and resulting in a lower additional charge of R$1.885 for every 100 kWh consumed. In January 2026, the green flag tariff was activated due to significantly improved rainfall and favorable energy generation conditions at the peak of the rainy season, meaning no additional charges were imposed on electricity bills. In February 2026, the green tariff flag was maintained due to favorable conditions for electricity generation, particularly the satisfactory water reservoir levels at hydroelectric plants. In March 2026, the tariff flag remained green because energy generation conditions were favorable, mainly due to increased rainfall in February, which raised the water levels in hydroelectric reservoirs.

For more information on the flag tariffs, see “The Brazilian Economy—Principal Sectors of the Economy.”

FINANCIAL SYSTEM

Monetary Policy and Money Supply

Selic

On March 18, 2026, the Comitê de Política Monetária (COPOM, for its acronym in Portuguese) reduced the policy rate to 14.75% per year, citing signs of moderation in domestic economic activity, resilient labor-market conditions, and inflation still above target. The statement also highlighted greater external uncertainty due to escalating geopolitical conflicts in the Middle East and said future monetary-policy adjustments will depend on incoming information about the duration and effects of these shocks on inflation.

Inflation

In March 2026, domestic inflation (measured by the IPCA) increased to 0.88%, 0.18 percentage points above the inflation rate for February 2026 (0.7%). With respect to the 12-month period ending March 31, 2026, the inflation index increased to 4.14%, compared to 3.81% for the 12-month period ending February 28, 2026.

COPOM publishes certain inflation projections based on different hypothetical scenarios in the COPOM Statements. In the March 2026 statement, the reference scenario, which assumes the Selic rate of the Focus survey (a survey of market expectations for economic indicators carried out by the Central Bank) and an exchange rate starting at R$5.20/US$1.00 and evolving according to the purchasing power parity (PPP), inflation projections stood at 3.9% for 2026 and 3.3% for 2027.

Foreign Exchange Rates

Foreign Exchange Rates

The Brazilian Real-U.S. Dollar exchange rate, as published by the Central Bank, was R$5.08/US$1.00 (sell side) on April 9, 2026.

The Brazilian Real-U.S. Dollar exchange rate increased from a R$5.20/US$1.00 monthly average in February 2026 to a R$5.23/US$1.00 monthly average in March 2026, a 0.6% depreciation of the Real.

Financial Institutions

Banco Master

On November 18, 2025, the Central Bank decreed the extrajudicial liquidation of Banco Master S.A., Banco Master de Investimento S.A., Banco Letsbank S.A., and Master S.A. Corretora de Câmbio, Títulos e Valores Mobiliários, as well as the Temporary Special Administration Regime (RAET, for its acronym in Portuguese) for Banco Master Múltiplo S.A., institutions belonging to the Master Conglomerate. This is a prudential banking conglomerate, classified as diversified credit, small size, and included in the S3 segment of prudential regulation, with Banco Master S.A. as the leading institution. The conglomerate represents 0.57% of total assets and 0.55% of total funding in the Brazilian national financial system.

On January 21, 2026, the Central Bank decreed the extrajudicial liquidation of Will Financeira S.A. Crédito, Financiamento e Investimento (Will Financeira), controlled by Banco Master Múltiplo S.A., which had been operating under the Temporary Special Administration Regime. At the time of the decree of extrajudicial liquidation of Banco Master S.A., it was deemed appropriate and in the public interest to impose the RAET on Banco Master Múltiplo S.A, given the possibility of a solution that would preserve the operation of its subsidiary Will Financeira. However, this solution proved unfeasible, as on January 19, 2026, Will Financeira failed to comply with the payment schedule under the Mastercard payment arrangement (Mastercard Brasil Soluções de Pagamentos Ltda.) and was consequently blocked from participating in this arrangement. As a result, the Central Bank decreed the extrajudicial liquidation of Will Financeira, due to its economic and financial situation, its insolvency, and the link evidenced by the exercise of control by Banco Master S.A., already under extrajudicial liquidation.

The Central Bank has stated that it will continue to take appropriate measures to determine responsibilities in accordance with its legal powers. The results of the investigations may lead to the application of administrative sanctions and communications to the competent authorities, in accordance with the applicable legal provisions.

Under the terms of the applicable law, the assets of the controllers and former administrators of the institution subject to the liquidation decree are unavailable.

On February 12, 2026, after a meeting, the ten Justices of the Federal Supreme Court issued a statement expressing their support for Justice Dias Toffoli and indicated that he had requested to step down as reporting Justice for the investigation into fraud at Banco Master. On the same day, Justice André Mendonça, of the Federal Supreme Court, took over as reporting Justice for the Banco Master case investigations.

On February 18, 2026, the Central Bank decreed the extrajudicial liquidation of Banco Pleno S.A., extending the special regime to Pleno Distribuidora Títulos e Valores Mobiliários S.A., entities that are part of the Pleno prudential conglomerate. It is a small conglomerate classified in segment S4 of prudential regulation, with Banco Pleno as its leading institution. The conglomerate holds 0.04% of total assets and 0.05% of total funding in the National Financial System (SFN).

On February 19, 2026, Justice André Mendonça authorized the Federal Police to resume expert examinations and other ordinary investigative steps in the Banco Master case, including witness and suspect depositions. The decision also allowed internal sharing of investigative material within the police to accelerate the forensic work, while keeping the case under seal.

On March 4, 2026, Justice André Mendonça, acting on a Federal Police request, adopted precautionary measures in the Compliance Zero investigation, including the preventive arrest of Daniel Vorcaro, Fabiano Zettel, Luiz Phillipi Machado de Moraes Mourão and Marilson Roseno da Silva. According to the STF, the measures were linked to the Banco Master investigation and later remained valid for the other investigated parties, except for Mourão after his death.

On March 13, 2026, the STF’s Second Panel formed a majority to confirm Justice André Mendonça’s earlier decision in the Banco Master case. The STF said the ruling keeps the preventive arrest of the remaining investigated parties, as well as the suspension of the activities of the companies involved and other precautionary measures imposed in the case.

On March 17, 2026, the Central Bank converted Banco Master Múltiplo S.A.’s Special Temporary Administration Regime (RAET, for its acronym in Portuguese) into an extrajudicial liquidation. The Central Bank said the temporary administration regime, imposed on November 18, 2025, had been used in an attempt to preserve the continuity of a subsidiary, Will Financeira. With the conversion to an extrajudicial liquidation, there were no longer any grounds to continue the RAET.

On March 18, 2026, Justice André Mendonça granted the Federal Police an additional 60 days to conclude the investigation into alleged fraud involving Banco Master. The extension was granted at the request of the police, who argued that more time was necessary to clarify the facts under investigation.

On March 27, 2026, the Central Bank decreed the extrajudicial liquidation of three institutions of the Entrepay conglomerate: Entrepay Instituição de Pagamento (the conglomerate leader), and, by extension, Acqio Adquirência Instituição de Pagamento and Octa Sociedade de Crédito Direto. According to the Central Bank, the conglomerate held approximately 0.009% of total SFN assets as of December 2025. The Central Bank stated that the liquidation was motivated by the compromised economic-financial situation of the conglomerate leader, infringement of applicable norms, and losses posing abnormal risk to creditors.

BNDES

On March 31, 2026, the Central Bank announced that the long-term interest rate (Taxa de Juros de Longo Prazo or TJLP, for its acronym in Portuguese), used for loans granted by BNDES prior to December 31, 2017, would decrease to 9.13% per annum for the second quarter of 2026.

For April 2026, the long-term rate (Taxa de Longo Prazo or TLP, for its acronym in Portuguese) applicable for loans granted by BNDES from January 1, 2018 onward, increased to IPCA plus 7.77% per annum.

For more information on the TJLP and the TLP interest rates, see “The Brazilian Economy—The Financial System—Financial Institutions” in Exhibit D to the 2024 Annual Report.

Banking Supervision

Loan Loss Reserves

As of February 28, 2026, the percentage of 90 days past due loans in the Brazilian national financial system stood at 2.95%, a decrease of 1.30 percentage points compared to January 2026 (4.25%). As of February 28, 2026, in the non-earmarked segment, 90 days past due loans reached 3.87% of the portfolio, a 1.67 percentage point decrease compared to January 2026. As of February 2026, in the non-earmarked corporate segment, 90 days past due loans reached 2.73% in the month, while in the non-earmarked household segment, 90 days past due loans reached 4.78% of the portfolio.

BALANCE OF PAYMENTS

For the 12-month period ended February 28, 2026, the current account registered a deficit of US$63.44 billion (2.71% of GDP). For the same period, the capital account registered a deficit of approximately US$236.80 million, the financial account registered a deficit of US$61.73 billion, and foreign direct investment amounted to US$75.85 billion (3.24% of GDP).

As of February 28, 2026, international reserves totaled US$371.1 billion, up from US$332.5 billion as of February 28, 2025.

As of December 2025, international reserves amounted to US$ 358.23 billion and had the following currency distribution: 72.00% in US$, 6.60% in EUR, 2.24% in JPY, 2.80% in GBP, 1.73% in CAD, 1.27% in AUD, 5.94% in CNY, 7.19% in Gold, and 0.23% in other currencies. For the fourth quarter 2024, Gross External Debt amounted to 9% of GDP.

PUBLIC FINANCE

The following table sets forth revenues and expenditures of the Federal Government from 2022 through 2025 and the budgeted amounts for 2026:

Table No. 1

Primary Balance of the Central Government(1) (in billions of Reais)

 

		2022(5)				2023(5)				2024(5)				2025(5)				2026 Budget(6)
1 - Total Revenues			2,689.9				2,616.1				2,852.8				2,943.6				3,197.5
1.1 - RFB Revenues(2)			1,617.7				1,600.8				1,800.5				1,887.2				2,032.4
1.2 - Fiscal Incentives			(0.1	)			(0.1	)			0.0				(0.0	)			(0.0	)
1.3 - Social Security Net Revenues			622.2				658.1				682.1				719.1				785.3
1.4 - Non-RFB Revenues			450.1				357.3				370.2				337.3				379.8
2 - Transfers by Sharing Revenue			531.4				502.4				551.1				577.7				620.6
3 - Total Net Revenue			2,158.4				2,113.7				2,301.7				2,366.0				2,576.9
4 - Total Expenditures			2,102.0				2,363.7				2,347.5				2,426.5				2,636.8
4.1 - Social Security Benefits			925.7				998.4				999.7				1,041.1				1,123.9
4.2 - Personnel and Social Charges			392.7				403.8				391.0				407.9				457.6
4.3 - Other Mandatory Expenditures			353.0				396.1				382.0				396.0				436.5
4.4 - Discretionary expenditures - Executive branch			430.7				565.5				574.8				581.5				618.7
5 - Primary Balance(3)			56.4				(250.1	)			(45.8	)			(60.6	)			(59.8	)
6 - Methodological Adjustment			9.6				(36.1	)			(0.4	)			1.1				—
7 - Statistical Discrepancy			0.4				(3.5	)			(2.2	)			1.9				—
8 - Central Government Primary Balance(4)			66.3				(289.7	)			(48.4	)			(57.6	)			(59.8	)
9 - Nominal Interest			(582.4	)			(682.9	)			(909.7	)			(902.5	)			(1,018.4	)
10 - Central Government Nominal Balance(4)			(516.0	)			(972.6	)			(958.1	)			(960.1	)			(1,078.2	)

Note: Numbers may not total due to rounding.

 

(1)	Consolidated accounts of (i) the National Treasury, (ii) Social Security System and (iii) the Central Bank.

(2)	Brazilian Federal Tax Authority (Receita Federal do Brasil or RFB, for its acronym in Portuguese).

(3)	Calculated using the “above the line” method, with respect to the difference between the revenues and expenditures of the public sector.

(4)	Calculated using the “below the line” financial method, with respect to changes in public sector’s total net debt (domestic or external). Surpluses are represented by positive numbers and deficits are represented by negative numbers.

(5)	Numbers from 2022 to 2025 were escalated according to inflation through December 2025.

(6)	Represents the most recent assumptions for 2026 from the March 2026 Assessment of Primary Revenues and Expenditures Report. There is no assurance that such assumptions will prevail, and it is likely that outcomes will vary from the assumptions.

Source: Federal Budget Secretariat (Secretaria de Orçamento Federal) and National Treasury

The Assessment of Primary Revenues and Expenditures Report for January and February 2026, published in March 2026, indicated a decrease of R$13.66 billion in the Federal Government’s net primary revenue projection for 2026 compared to the projection assessed in the Budget Law 2026. Primary expenditure estimates increased by R$23.27 billion for 2026. The estimated primary result for 2026, considering deductions, decreased by R$31.41 billion.

The table below sets forth the most recent assumptions for the 2026 Annual Budget, estimated in the March 2026 Assessment of Primary Revenues and Expenditures Report. There is no assurance that such assumptions will prevail, and it is likely that outcomes will vary from the assumptions.

Principal 2026 Budget Assumptions

March 2026 Assessment of Primary Revenues and Expenditures Report

 

		As of March 25, 2026
Gross Domestic Product
Nominal GDP (billions of Reais)		R$	13,605.46
Real GDP Growth			2.33	%
Inflation
Domestic Inflation (IPCA)			3.74	%

Source: Federal Budget Secretariat (Secretaria de Orçamento Federal) and Economic Policy Secretariat (Secretaria de Política Econômica)

Fiscal Balance

In 2024, the Central Government registered an accumulated primary deficit of R$45.4 billion (0.36% of GDP) and, in 2025, the Central Government registered an accumulated primary deficit of R$58.7 billion (0.46% of GDP).

In February 2026, the consolidated public sector registered a primary deficit of R$16.4 billion, compared to a deficit of R$19.0 billion in February 2025. For the 12-month period ended February 28, 2026, the consolidated public sector registered an accumulated primary deficit of R$52.8 billion (0.41% of GDP), compared to a primary deficit of R$15.9 billion (0.13% of GDP) in the 12-month period ended February 28, 2025. For the 12-month period that ended on February 2026, the accumulated fiscal (nominal) balance, which includes the primary balance and accrued nominal interest, registered a deficit of R$1,089.6 billion (8.48% of GDP), compared to a nominal deficit of R$939.8 billion (7.91% of GDP) in the 12-month period ended February 28, 2025.

In February 2026, the Brazilian Social Security System registered a deficit of R$22.43 billion, 5.85% lower (in real terms) than the deficit registered in February 2025. For the 12-month period ended February 28, 2026, the deficit of the Brazilian Social Security System totaled R$324.12 billion (in real terms). At current market prices, the deficit accumulated in the preceding 12-month period ended February 28, 2025 reached R$321.04 billion.

In March 2026, the Federal Government published its 1st Bimonthly Assessment of Primary Revenues and Expenditures Report. In this report, the Federal Government announced a R$1.6 billion spending block (“bloqueio”).

PUBLIC DEBT

Public Debt Indicators

Public Sector Net Debt

As of February 28, 2026, the Public Sector Net Debt (Dívida Líquida do Setor Público or DLSP, for its acronym in Portuguese) was R$8,420.42 billion (65.5% of GDP) compared to R$7,296.52 billion (61.1% of GDP) as of February 28, 2025.

General Government Gross Debt

The General Government Gross Debt (GGGD) as a percentage of GDP was, as of the end of the following calendar years: 2017 (73.72%), 2018 (75.27%), 2019 (74.44%), 2020 (86.94%), 2021 (77.31%), 2022 (71.68%), 2023 (73.83%), 2024 (76.27%) and 2025 (78.64%). Considering the trajectory for debt in Emerging Markets and developing economies (EMs), the difference between Brazil’s debt and EM’s has reduced from 23.2 p.p in 2017 to 6 p.p. in 2025. Comparing the GGGD (% GDP) for 2025 and 2019, there is a difference of 4.9 p.p.

As of February 28, 2026, the General Government Gross Debt (GGGD) (Dívida Bruta do Governo Geral or DBGG, for its acronym in Portuguese) was R$10,178.3 billion (79.2% of GDP) compared to R$9,045.3 billion (75.8% of GDP) as of February 28, 2025.

Federal Public Debt

The following tables presents Brazil’s Federal Public Debt (FDP) profile as of the dates referenced below:

Table No. 5A

Federal Public Debt Profile

 

		As of December 31, 2025 %								As of December 31 , 2024 %
Federal Public Debt (R$ billions)		R$	8,635.1				100.0	%		R$	7,316.1				100.0	%
Domestic		R$	8,309. 0				96.2	%		R$	6,966.9				95.2	%
Fixed-rate		R$	1,889.0				22.0	%		R$	1,603.7				21.9	%
Inflation-linked		R$	2,239.5				25.9	%		R$	1,972.4				27.0	%
Selic rate		R$	4,166.7				48.3	%		R$	3,386.5				46.3	%
FX		R$	3.9				0.0	%		R$	4.3				0.1	%
Other		R$	0.0				0.0	%		R$	0.0				0.0	%
External (RS billions)		R$	326.1				3.8	%		R$	349.2				4.8	%
Maturity Profile
Average Maturity (years)			4.0								4.1
Maturing in 12 months (R$ billions)		R$	1,507.50							R$	1,303.70
Maturing in 12 months (%)			17.5	%							17.9	%

Source: National Treasury

Table No. 5B

 

		As of February 28, 2026 %								As of January 31, 2026 %								As of February 28, 2025 %
Federal Public Debt (R$ billions)		R$	8,840.75				100.0	%		R$	8,641.10				100.0	%		R$	7,492.01				100.0	%
Domestic		R$	8,511.10				96.3	%		R$	8,330.50				96.4	%		R$	7,177.67				95.8	%
Fixed-rate		R$	1,881.03				21.3	%		R$	1,779.42				20.6	%		R$	1,533.58				20.5	%
Inflation-linked		R$	2,285.52				25.9	%		R$	2,276.96				26.4	%		R$	2,061.35				27.5	%
Selic rate		R$	4,340.88				49.1	%		R$	4,270.42				49.4	%		R$	3,578.64				47.8	%
FX		R$	3.67				0.0	%		R$	3.74				0.0	%		R$	4.09				0.1	%
Other		R$	0.0				0.0	%		R$	0.0				0.0	%		R$	0.0				0.0	%
External (RS billions)		R$	329.65				3.7	%		R$	310.60				3.6	%		R$	314.34				4.2	%
Maturity Profile
Average Maturity (years)			4.0								4.0								4.1
Maturing in 12 months (R$ billions)		R$	1,472.18							R$	1,456.08							R$	1,266.65
Maturing in 12 months (%)			16.7	%							16.9	%							16.9	%

Source: National Treasury

For February2026, the Domestic Federal Public Debt had the following investor base distribution: Financial Institutions (31.76%), Pension Funds (22.59%), Mutual Funds (21.58%), Non-residents (10.75%), Insurance (3.57%), Government (2.77%) and Other (6.980%).

The Federal Public Debt liquidity reserve reached the following values: December 2022 (R$ 1,176 billion), December 2023 (R$ 982 billion), December 2024 (R$ 860 billion), December 2025 (R$ 1,187 billion) and January 2026 (R$ 1,085 billion) and February 2026 (R$ 1,192 billion). The prudential level, established as a 3-month threshold for each period, was at the following values: December 2022 (R$ 521 billion), December 2023 (R$ 533 billion), December 2024 (R$ 476 billion), December 2025 (R$ 643 billion), January 2026 (R$ 537 billion) and February 2026 (R$ 552 billion). For the same period, we also have the months of debt maturities covered by the liquidity reserve as: December 2022 (8.4), December 2023 (7.6), December 2024 (6.2), December 2025 (7.3) and January 2026 (6.8) and February 2026 (6.4).

Public Debt Management

In managing the FPD, the National Treasury seeks to meet the Public Sector Borrowing Requirements (as defined in “Public Finance—Fiscal Balance”) at the lowest possible long-term financing cost, while maintaining adequate risk levels. Since 2001, the National Treasury has published an Annual Borrowing Plan, including guidelines for managing the FPD, such as (i) gradually replacing floating rate bonds with fixed rate or inflation-linked instruments; (ii) consolidating the share of exchange rate-linked instruments of outstanding debt, in accordance with long-term limits; (iii) relaxing the maturity structure, with special attention to short-term debt; (iv) increasing the average maturity of the outstanding debt; (v) developing the yield curve in both domestic and external markets (i.e., to issue benchmark bonds in the internal and external markets to provide price references to markets and enhance liquidity in the primary and secondary markets); (vi) increasing the liquidity of federal public securities on the secondary market; (vii) broadening the investor base; and (viii) improving the external FPD profile through issuances of benchmark securities, buybacks and structured operations.

The 2026 Annual Borrowing Plan, like the previous Annual Borrowing Plans, focuses on the replacement of floating-rate securities with fixed-rate and inflation-linked securities. In terms of foreign debt management, the 2026 Annual Borrowing Plan expects the Brazilian Treasury to be more active in international markets. The strategy prioritizes the continuation of benchmark bond issuance in U.S. dollars for external debt management, thereby consolidating a sovereign yield curve that serves as a benchmark for both the government and Brazilian companies accessing the external market. In addition, it provides for the Treasury’s return to the European market with the aim of building and consolidating a benchmark curve in euros.

The following table sets forth the federal debt results for each of the years indicated below, and the reference limits provided in the 2026 Annual Borrowing Plan:

Table No. 6

Federal Public Debt Results and 2026 Annual Borrowing Plan

 

		As of January 31, 2025				As of January 31, 2026				Reference Limits for 2026
										Minimum				Maximum
Stock of FPD (R$ Billion)
FPD			7252.70				8641.10				9.700.0				10,300.0
Composition - %
Fixed Rate			20.1				20.6				21.0				25.0
Inflation Linked			27.7				26.4				23.0				27.0
Floating Rate			48.0				49.4				46.0				50.0
Exchange Rate			4.2				3.6				3.0				7.0
Maturity Profile
Average Maturity (years)			4.1				4.0				3.8				4.2
% Maturing in 12 months			17.3				16.9				18.0				22.0

Source: National Treasury.

In the 2026 Annual Borrowing Plan, there is also presented the Federal Public Debt benchmark – the quantitative reference that guides the targeted composition and maturity structure of the debt in the long term.

 

Benchmarks

Intervals

Statistics

Composition (% of FPD)

Average Maturity (years)

Composition (% of FPD)

Average Maturity (years)

Indexer

Fixed Rate

35

3

+ or – 2.0

+ or – 0.3

Inflation-linked

35

7.5

+ or – 2.0

+ or – 0.5

Floating rate

23

3.5

+ or – 2.0

+ or – 0.3

Exchange Rate

7

7.5

+ or – 2.0

+ or – 0.5

Maturity Structure

FDP Average maturity

5

+ or – 0.5

12-month Maturity Share

20

+ or – 2.0

Source: National Treasury.

Regional Public Debt (State and Municipal)

Federal Government Guarantees

The Federal Government guarantees certain loans to Brazilian sub-national governments. These loans are counter-guaranteed by collateral, including permitted transfers and the sub-national government’s revenues. As of February 2026, the Federal Government had paid a total of R$86.61 billion in liabilities incurred by states and municipalities since 2016. The largest payments were attributed to (i) the State of Rio de Janeiro (R$45.51 billion), (ii) the State of Minas Gerais (R$23.00 billion), (iii) the State of Goiás (R$6.66 billion), (iv) the State of Rio Grande do Sul (R$5.54 billion), (v) the State of Maranhão (R$1.51 billion), and (vi) the State of Pernambuco (R$1.44 billion).

Full Debt Payment Program for States (PROPAG)

On February 11, 2026, Justice Nunes Marques suspended for 180 days the proceeding in which Minas Gerais seeks to settle its debt with the Federal Government according to its payment capacity, in order to allow administrative negotiations related to the state’s accession to the Full Debt Payment Program for States (PROPAG). The ruling stated that Minas Gerais had reported compliance with prior obligations, formalized its interest in joining the program, and adopted measures aimed at meeting the requirements for accession. The measure is intended to allow the advancement of administrative negotiations for the state’s adhesion to the PROPAG.

Exhibit 2

TERMS AGREEMENT

FEDERATIVE REPUBLIC OF BRAZIL

4.000% Global Bonds due 2030

4.875% Global Bonds due 2033

5.500% Global Bonds due 2036

April 15, 2026

Secretaria do Tesouro Nacional

Ministério da Fazenda

Esplanada dos Ministérios

Bloco P, Ed. Anexo do Ministério da Fazenda, 1°Andar

Ala A, Sala 113

70048-900 Brasília DF

Brasil

Subject in all respects to the terms and conditions contained in the Underwriting Terms (as defined below), the underwriters named in Annex I hereto (the “Underwriters”) severally and not jointly agree to purchase, and the Federative Republic of Brazil (“Brazil”) agrees to sell, the principal amount set forth in Annex I hereto of (i) the 4.000% Global Bonds due 2030 (the “2030 Global Bonds”), (ii) the 4.875% Global Bonds due 2033 (the “2033 Global Bonds”) and (iii) the 5.500% Global Bonds due 2036 (the “2036 Global Bonds”, and together with the 2030 Global Bonds and the 2033 Global Bonds, the “Global Bonds”) of Brazil, having the terms set forth in the Prospectus Supplement dated April 15, 2026 (the “Prospectus Supplement”), at the Purchase Price set forth in the Prospectus Supplement and described herein under “Purchase Price” below. For purposes of this Terms Agreement (as defined below), (i) “Underwriting Terms” means the Underwriting Terms, dated April 2026 and attached hereto as Schedule A, incorporated by reference herein as if fully set forth herein, as modified by the terms and conditions of this Terms Agreement (this “Terms Agreement”), (ii) all references to “Debt Securities” in the Underwriting Terms shall be references to the Global Bonds and (iii) “Registration Statement” means Brazil’s Registration Statement under Schedule B of the Securities Act of 1933 (No. 333-261972) as of the time of the first contract of sale for any Global Bonds. In the event of any conflict between the Underwriting Terms and this Terms Agreement, this Terms Agreement shall govern. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Prospectus Supplement and the Underwriting Terms:

 

Closing Date and Time of Delivery:		April 23, 2026 (T+6), 10:00 a.m., London time.
Representatives:		All references in this Terms Agreement to the “representatives” shall be understood to refer Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Merrill Lynch International, and UBS AG London Branch.
Names and Addresses of the Underwriters:		Banco Bilbao Vizcaya Argentaria, S.A. One Canada Square, 44th Floor Canary Wharf London E14 5AA United Kingdom   BNP PARIBAS 16, boulevard des Italiens 75009 Paris France

		Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom   UBS AG London Branch 5 Broadgate London EC2M 2QS United Kingdom
Address of Brazil:		Attention: Procuradoria-Geral da Fazenda Nacional, Ministério da Fazenda, Esplanada dos Ministérios, Bloco P, 8°Andar, 70048-900, Brasília-DF, Brasil, Attention: Procuradora-Geral da Fazenda Nacional,   with a copy to:   Secretaria do Tesouro Nacional, Ministério da Fazenda, Esplanada dos Ministérios, Bloco P, Ed. Anexo do Ministério da Fazenda, 1°Andar, Ala A, Sala 113, 70048-900 Brasília-DF, Brasil, Attention: Coordenador-Geral de Operações da Dívida Pública - CODIP (Facsimile: +55 (61) 3412-1534).
United States counsel for Brazil:		Arnold & Porter Kaye Scholer LLP
United States counsel for the Underwriters:		Sullivan & Cromwell LLP
Special Brazilian counsel for the Underwriters:		Pinheiro Neto Advogados
Payment:		The Underwriters will pay or cause to be paid to Brazil the Purchase Price (as defined below) for the Global Bonds. Such payment shall be made in Euros in immediately available funds to an account designated by Brazil.
Offering Price:		For the 2030 Global Bonds: 99.134% of the principal amount, plus accrued interest, if any, from April 23, 2026, the date Brazil expects to deliver the 2030 Global Bonds.   For the 2033 Global Bonds: 99.098% of the principal amount, plus accrued interest, if any, from April 23, 2026, the date Brazil expects to deliver the 2033 Global Bonds.   For the 2036 Global Bonds: 99.049% of the principal amount, plus accrued interest, if any, from April 23, 2026, the date Brazil expects to deliver the 2036 Global Bonds.

 

2

Purchase Price:		For the 2030 Global Bonds: 98.934% of the principal amount, plus accrued interest, if any, from April 23, 2026, the date Brazil expects to deliver the 2030 Global Bonds.   For the 2033 Global Bonds: 98.898% of the principal amount, plus accrued interest, if any, from April 23, 2026, the date Brazil expects to deliver the 2033 Global Bonds.   For the 2036 Global Bonds: 98.849% of the principal amount, plus accrued interest, if any, from April 23, 2026, the date Brazil expects to deliver the 2036 Global Bonds.
Period during which additional debt securities may not be sold pursuant to Section 5(g) of the Underwriting Terms:		Period beginning from the date hereof and continuing to and including the earlier of (x) the date of completion of the distribution as notified to Brazil by the Underwriters (notification to be given as promptly as practicable) and (y) 5 London Business Days from the date hereof.
Stabilization:		If the Stabilization Manager (or persons acting on behalf of any Stabilization Manager), in connection with the distribution of the Global Bonds, over-allots Global Bonds or effects transactions, as further described in the prospectus supplement, with a view to stabilizing or maintaining the market price of the Global Bonds at levels which might not otherwise prevail, such persons shall not in doing so be deemed to act as an agent of Brazil. Brazil will not as a result of any action taken by the Stabilization Manager (or persons acting on behalf of any Stabilization Manager), under this paragraph be obliged to issue Global Bonds in excess of the aggregate amount of Global Bonds to be issued under this Terms Agreement, nor shall Brazil be liable for any loss, or entitled to any profit, arising from any excess offers or stabilization. Stabilization will be conducted in accordance with all applicable laws, including FCA/ICMA.
Stabilization Manager		BNP PARIBAS
Time of Sale:		2:00 p.m., New York City time.

The parties agree that Section 3(a) of the attached Underwriting Terms are amended and restated as follows:

(a) Each Underwriter severally represents to and agrees with Brazil that it has not offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of Debt Securities or distribute or publish the Registration Statement, the Basic Prospectus or the Prospectus or any offering circular, form of application, advertisement or other document or information relating to the Debt Securities, in any jurisdiction except in accordance with foreign offering and sale requirements set forth in the Prospectus and otherwise under circumstances that will, to the best of its knowledge and belief, result in compliance with all applicable laws and regulations thereof (including, without limitation, any prospectus delivery requirements) and which will not impose any obligations on Brazil except as contained in this Agreement.

The parties further agree that Section 4 of the attached Underwriting Terms are amended and restated as follows:

(a) The Debt Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global securities in book-entry form which will be deposited by or on behalf of Brazil with a common depositary (the “Depositary”) for Euroclear Bank S.A./N.V., as operator of the Euroclear System plc

 

3

(“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream”). Brazil will deliver the Debt Securities to the Representatives for the respective account(s) of one or more Underwriter(s), against payment by or on behalf of the several Underwriters through the Representatives of the purchase price therefor in immediately available funds, by causing the Depositary to credit the Debt Securities to the account of such Representative at Euroclear and/or Clearstream. The representatives of the Underwriters shall instruct Euroclear and Clearstream as to the allocation of interests in the global securities representing the Debt Securities among the accounts of participants of Euroclear and Clearstream. Brazil will cause the certificates representing the Debt Securities to be made available to the representatives of the Underwriters for checking at least twenty-four hours prior to the Time of Delivery at the office of the Depositary or its designated custodian (the “Designated Office”).

(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Debt Securities and any additional documents reasonably requested by the Underwriters pursuant to Section 8(k) hereof, will be delivered at the offices of United States counsel for the Underwriters (the “Closing Location”), and the Debt Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York time, on the London Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “London Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in London are generally authorized or obligated by law or executive order to close.

The parties further agree that Section 5(g) of the attached Underwriting Terms is amended and restated as follows:

During the period, if any, specified in the Terms Agreement, Brazil shall not offer, sell, contract to sell or otherwise dispose of any debt securities of Brazil, guaranteed by Brazil or of any agency or enterprise controlled by Brazil that are substantially similar to the Debt Securities, are denominated in Euros, are to be placed outside of Brazil and that mature more than one year after the Time of Delivery without the representatives of the Underwriters’ prior written consent.

Commissionaire Account Settlement:

On behalf of the Underwriters, BNP PARIBAS, or such other Underwriter as the Underwriters may agree (in such capacity the “Settlement Bank”) shall coordinate with Brazil to ensure settlement of the Global Bonds on the Closing Date. The Settlement Bank acknowledges that the Global Bonds will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Bank, the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’), with Brazil as the third-party beneficiary, and which provide that such Global Bonds are to be delivered to others only against payment of the net subscription monies for the Global Bonds (i.e. less the commissions and expenses to be deducted from the subscription monies) into the Commissionaire Account on a delivery against payment basis.

The Settlement Bank acknowledges that (i) the Global Bonds shall be held to the order of Brazil, as set out above and (ii) the net subscription monies for the Global Bonds (i.e. less the commissions and expenses to be deducted from the subscription monies) received in the Commissionaire Account will be held on behalf of Brazil until such time as they are transferred to Brazil’s order. The Settlement Bank undertakes that the net subscription monies for the Global Bonds (i.e. less the commissions and expenses to be deducted from the subscription monies) in the Commissionaire Account will be transferred to Brazil’s order promptly following receipt of such monies in the Commissionaire Account. Brazil acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Belgian Civil Code, in the case of Euroclear, and the Luxembourg Civil Code, in the case of Clearstream, in each case in respect of the Commissionaire Account.

 

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Recognition of the U.S. Special Resolution Regimes:

(i) In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Terms Agreement, and any interest and obligation in or under this Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Terms Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights (as defined below) could be exercised under the U.S. Special Resolution Regime if this Terms Agreement were governed by the laws of the United States or a state of the United States.

As used in this Terms Agreement:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

 

(i)

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 

(ii)

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 

(iii)

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

BRRD and Bail-in Provisions:

(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understandings between an EU Underwriter (as defined below) and Brazil, each party hereto acknowledges and accepts that a BRRD Liability (as defined below) arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority (both as defined below) and acknowledges, accepts, and agrees to be bound by: (i) the effect of any exercise of Bail-in Powers (as defined below) by the resolution authority with the ability to exercise any Bail-in Powers in relation to any EU Underwriter (the “Relevant Resolution Authority”) in relation to any liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised (a “BRRD Liability”) of any EU Underwriter to Brazil under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (a) the reduction of all, or a portion, of such BRRD Liability or outstanding amounts due thereon; (b) the conversion of all, or a portion, of such BRRD Liability into shares, other securities or other obligations of any EU Underwriter or another person (and the issue to or conferral on Brazil of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of this Agreement; (c) the cancellation of such BRRD Liability; and (d) the amendment or alteration of the amounts due in relation to any BRRD Liability, including any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

 

5

“Bail-in Legislation” means, in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended or replaced from time to time.

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/.

“EU Underwriter” means each Underwriter which qualifies as an institution or entity referred to in paragraphs (a), (b), (c) or (d) of Article 1(1) of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as implemented in the Bail-in Legislation.

(b) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understandings between a UK Underwriter (as defined below) and Brazil, each party hereto acknowledges and accepts that any UK Bail-in Liability (as defined below) arising under this Agreement may be subject to the exercise of UK Bail-in Powers (as defined below) by the resolution authority with the ability to exercise any UK Bail-in Powers in relation to any UK Underwriter (the “Relevant UK Resolution Authority”), and acknowledges, accepts, and agrees to be bound by: (i) the effect of the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority in relation to any liability in respect of which the UK Bail-in Powers may be exercised (a “UK Bail-in Liability”) of any UK Underwriter to Brazil under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: (a) the reduction of all, or a portion, of such UK Bail-in Liability or outstanding amounts due thereon; (b) the conversion of all, or a portion, of such UK Bail-in Liability into shares, other securities or other obligations of any UK Underwriter or another person, and the issue to or conferral on Brazil of such shares, securities or obligations; (c) the cancellation of the UK Bail-in Liability; (d) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and (ii) the variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authority, to give effect to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority.

“UK Bail-in Legislation” means, in relation to the United Kingdom, Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.

“UK Underwriter” means each Underwriter which qualifies as an institution or entity subject to UK Bail-in Powers.

 

6

MiFID / UK MiFIR Product Governance Provisions:

(a) Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance Rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:

(i) Banco Bilbao Vizcaya Argentaria, S.A., (the “EU Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Global Bonds and the related information set out in the announcements in connection with the Global Bonds; and

(ii) Brazil and the Underwriters that are not an EU Manufacturer note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Global Bonds by the EU Manufacturer and the related information set out in the announcements in connection with the Global Bonds.

(b) Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

(i) each of Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Merrill Lynch International and UBS AG London Branch (each a “UK Manufacturer” and together the “UK Manufacturers”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Global Bonds and the related information set out in the announcements in connection with the Global Bonds; and

(ii) Brazil and the other Underwriters that are not UK Manufacturers note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Global Bonds by the UK Manufacturers and the related information set out in the announcements in connection with the Global Bonds.

The execution of this Agreement on behalf of all parties hereto will constitute acceptance by each of the Underwriters of the ICMA Agreement Among Managers New York Version 1 (“ICMA 1”). The parties agree that Section 10 (Default by an Underwriter) of the Underwriting Terms replaces any provision on the matter in ICMA 1.

This Terms Agreement supersedes all prior agreements and understandings (whether written or oral) between Brazil and the Underwriters, or any of them, with respect to the subject matter hereof.

THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, EXCEPT THAT ALL MATTERS GOVERNING AUTHORIZATION AND EXECUTION OF THIS TERMS AGREEMENT BY BRAZIL SHALL BE GOVERNED BY THE LAW OF BRAZIL.

This Terms Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

Delivery of this Terms Agreement by one party to any other party may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

7

IN WITNESS WHEREOF, the parties have executed this Terms Agreement as of the day and year first above written.

 

 

[Signature Page to the Terms Agreement]

Accepted:
FEDERATIVE REPUBLIC OF BRAZIL
By:		/s/ Fabiani Fadel Borin
		Name: Fabiani Fadel Borin
		Title: Attorney of the National Treasury

 

[Signature Page to the Terms Agreement]

Annex I

 

Underwriter		Principal Amount of 2030 Global Bonds To Be Purchased				Principal Amount of 2033 Global Bonds To Be Purchased				Principal Amount of 2036 Global Bonds To Be Purchased
Banco Bilbao Vizcaya Argentaria, S.A.		€	500,000,000			€	375,000,000			€	375,000,000
BNP PARIBAS		€	500,000,000			€	375,000,000			€	375,000,000
Merrill Lynch International		€	500,000,000			€	375,000,000			€	375,000,000
UBS AG London Branch		€	500,000,000			€	375,000,000			€	375,000,000
Total:		€	2,000,000,000			€	1,500,000,000			€	1,500,000,000

Exhibit A

Issuer Free Writing Prospectuses

Filed pursuant to Rule 433

Registration No. 333-261972

Relating to Preliminary Prospectus Supplement dated April 14, 2026

Term Sheet

FEDERATIVE REPUBLIC OF BRAZIL—PRICING TERMS

4.000% Global Bonds due 2030

 

Issuer		Federative Republic of Brazil (“Brazil”)
Transaction		4.000% Global Bonds due 2030 (the “2030 Global Bonds”)
Ratings		[Intentionally Omitted]*
Distribution		SEC Registered
Issue Currency		Euro
Total Amount Issued		€2,000,000,000
Total Gross Proceeds (before fees and expenses)		€1,982,680,000
Coupon		4.000% per annum, Act/Act
Coupon Frequency		Annual
Maturity		April 23, 2030
Offering Price		99.134% of the principal amount, plus accrued interest, if any, from April 23, 2026, the date Brazil expects to deliver the 2030 Global Bonds.
Yield to Maturity		4.240% per annum
Reoffer Spread over Mid-Swap		145 bps
Reference Mid-Swap Rate		2.790%
Re-offer Spread over Reference Benchmark		158.6 bps
Reference Benchmark		OBL 2.400% due April 18, 2030
Reference Benchmark Price; Yield		99.047%; 2.654%
Underwriting Fee		0.200%
Interest Payment Dates		April 23 of each year.
First Interest Payment Date		April 23, 2027
Use of Proceeds		Brazil intends to use the net proceeds of the sale of the 2030 Global Bonds for repayment of outstanding federal public debt of Brazil.
Optional Redemption		The 2030 Global Bonds will be subject to redemption at the option of Brazil before maturity, on terms described under “Description of the 2030 Global Bonds—Optional Redemption” in the Prospectus Supplement.
Make-whole spread		25 bps
Pricing Date		April 15, 2026
Settlement Date		April 23, 2026 (T+6)
ISIN / Common Code		XS3344411486 / 334441148
Denominations		€100,000 and integral multiples of €1,000 in excess thereof
Listing		Application will be made to list the 2030 Global Bonds on the London Stock Exchange plc for the 2030 Global Bonds to be admitted to trading on the London Stock Exchange plc’s International Securities Market (the “ISM”). The ISM is not a regulated market for the purposes of Directive 2014/65/EU or Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
Governing Law		New York Law

Joint Lead Managers and Joint Bookrunners		Banco Bilbao Vizcaya Argentaria, S.A. BNP PARIBAS Merrill Lynch International UBS AG London Branch
Underwriting Commitments		Banco Bilbao Vizcaya Argentaria, S.A. BNP PARIBAS Merrill Lynch International UBS AG London Branch		€500,000,000 €500,000,000 €500,000,000 €500,000,000
Stabilization		FCA/ICMA

*	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independently of each other securities rating.

A preliminary prospectus supplement, subject to completion, dated April 14, 2026, together with an accompanying prospectus, for the 2030 Global Bonds, is available from the SEC’s website using the following link:

https://www.sec.gov/Archives/edgar/data/205317/000119312526153717/d56898d424b5.htm.

The information in the preliminary prospectus supplement and this term sheet is not complete and may be changed. The preliminary prospectus supplement and this term sheet are not offers to sell any securities and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.

The Issuer has filed a registration statement (including a prospectus) and the preliminary prospectus supplement with the SEC for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may access these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banco Bilbao Vizcaya Argentaria, S.A. toll-free at +1 (800) 422-8692, BNP PARIBAS toll-free at +1 (800) 854-5674, Merrill Lynch International toll-free at +1 (800) 294-1322 or UBS AG London Branch toll-free at +1 (833) 481-0269.

The 2030 Global Bonds which are the subject of the offering are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the 2030 Global Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the 2030 Global Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The 2030 Global Bonds which are the subject of the offering are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor in the UK means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the 2030 Global Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the 2030 Global Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

 

2

Neither this term sheet nor any other material relating to the offering has been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (as amended, the “FSMA”). This term sheet is only being distributed to and is only directed at (i) persons who are outside the UK or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this term sheet relates will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the same will be engaged in only with, relevant persons. The 2030 Global Bonds which are the subject of the offering will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the 2030 Global Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this term sheet or any other material relating to the offering.

In connection with this offering, BNP PARIBAS (the “Stabilizing Manager”) (or any person acting on behalf of any Stabilizing Manager), may over-allot 2030 Global Bonds or effect transactions, as further described in the prospectus supplement, which stabilize or maintain the market price of the 2030 Global Bonds at levels which might not otherwise prevail. This stabilizing, if commenced, may be discontinued at any time. Any stabilization action or over-allotment will be conducted by the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) in accordance with all applicable laws and rules. There is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the global bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the 2030 Global Bonds and 60 days after the date of the allotment of the 2030 Global Bonds.

Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the 2030 Global Bonds has led to the conclusion that: (i) the target market for the 2030 Global Bonds is eligible counterparties and professional clients only, each as defined in MiFID II, and (ii) all channels for distribution of the 2030 Global Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the 2030 Global Bonds (an “EU distributor”) should take into consideration the manufacturer’s target market assessment; however, an EU distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the 2030 Global Bonds (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the 2030 Global Bonds has led to the conclusion that: (i) the target market for the 2030 Global Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and (ii) all channels for distribution of the 2030 Global Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the 2030 Global Bonds (a “UK distributor”) should take into consideration the manufacturer’s target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the 2030 Global Bonds (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS TERM SHEET AND SHOULD BE DISREGARDED. SUCH LEGENDS, DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THIS TERM SHEET HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM.

 

3

Filed pursuant to Rule 433

Registration No. 333-261972

Relating to Preliminary Prospectus Supplement dated April 14, 2026

Term Sheet

FEDERATIVE REPUBLIC OF BRAZIL—PRICING TERMS

4.875% Global Bonds due 2033

 

Issuer		Federative Republic of Brazil (“Brazil”)
Transaction		4.875% Global Bonds due 2033 (the “2033 Global Bonds”)
Ratings		[Intentionally omitted]*
Distribution		SEC Registered
Issue Currency		Euro
Total Amount Issued		€1,500,000,000
Total Gross Proceeds (before fees and expenses)		€1,486,470,000
Coupon		4.875% per annum, Act/Act
Coupon Frequency		Annual
Maturity		April 23, 2033
Offering Price		99.098% of the principal amount, plus accrued interest, if any, from April 23, 2026, the date Brazil expects to deliver the 2033 Global Bonds.
Yield to Maturity		5.031% per annum
Reoffer Spread over Mid-Swap		210 bps
Reference Mid-Swap Rate		2.931%
Re-offer Spread over Reference Benchmark		218.6 bps
Reference Benchmark		DBR 2.300% due February 15, 2033
Reference Benchmark Price; Yield		96.655%; 2.845%
Underwriting Fee		0.200%
Interest Payment Dates		April 23 of each year.
First Interest Payment Date		April 23, 2027
Use of Proceeds		Brazil intends to use the net proceeds of the sale of the 2033 Global Bonds for repayment of outstanding federal public debt of Brazil.
Optional Redemption		The 2033 Global Bonds will be subject to redemption at the option of Brazil before maturity, on terms described under “Description of the 2033 Global Bonds—Optional Redemption” in the Prospectus Supplement.
Make-whole spread		35 bps
Pricing Date		April 15, 2026
Settlement Date		April 23, 2026 (T+6)
ISIN / Common Code		XS3344411643 / 334441164
Denominations		€100,000 and integral multiples of €1,000 in excess thereof
Listing		Application will be made to list the 2033 Global Bonds on the London Stock Exchange plc for the 2033 Global Bonds to be admitted to trading on the London Stock Exchange plc’s International Securities Market (the “ISM”). The ISM is not a regulated market for the purposes of Directive 2014/65/EU or Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
Governing Law		New York Law

 

4

Joint Lead Managers and Joint Bookrunners		Banco Bilbao Vizcaya Argentaria, S.A. BNP PARIBAS Merrill Lynch International UBS AG London Branch
Underwriting Commitments		Banco Bilbao Vizcaya Argentaria, S.A. BNP PARIBAS Merrill Lynch International UBS AG London Branch		€375,000,000 €375,000,000 €375,000,000 €375,000,000
Stabilization		FCA/ICMA

*	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independently of each other securities rating.

A preliminary prospectus supplement, subject to completion, dated April 14, 2026, together with an accompanying prospectus, for the 2033 Global Bonds, is available from the SEC’s website using the following link:

https://www.sec.gov/Archives/edgar/data/205317/000119312526153717/d56898d424b5.htm.

The information in the preliminary prospectus supplement and this term sheet is not complete and may be changed. The preliminary prospectus supplement and this term sheet are not offers to sell any securities and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.

The Issuer has filed a registration statement (including a prospectus) and the preliminary prospectus supplement with the SEC for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may access these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banco Bilbao Vizcaya Argentaria, S.A. toll-free at +1 (800) 422-8692, BNP PARIBAS toll-free at +1 (800) 854-5674, Merrill Lynch International toll-free at +1 (800) 294-1322 or UBS AG London Branch toll-free at +1 (833) 481-0269.

The 2033 Global Bonds which are the subject of the offering are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the 2033 Global Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the 2033 Global Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The 2033 Global Bonds which are the subject of the offering are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor in the UK means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the 2033 Global Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the 2033 Global Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

 

5

Neither this term sheet nor any other material relating to the offering has been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (as amended, the “FSMA”). This term sheet is only being distributed to and is only directed at (i) persons who are outside the UK or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this term sheet relates will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the same will be engaged in only with, relevant persons. The 2033 Global Bonds which are the subject of the offering will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the 2033 Global Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this term sheet or any other material relating to the offering.

In connection with this offering, BNP PARIBAS (the “Stabilizing Manager”) (or any person acting on behalf of any Stabilizing Manager), may over-allot 2033 Global Bonds or effect transactions, as further described in the prospectus supplement, which stabilize or maintain the market price of the 2033 Global Bonds at levels which might not otherwise prevail. This stabilizing, if commenced, may be discontinued at any time. Any stabilization action or over-allotment will be conducted by the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) in accordance with all applicable laws and rules. There is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the global bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the 2033 Global Bonds and 60 days after the date of the allotment of the 2033 Global Bonds.

Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the 2033 Global Bonds has led to the conclusion that: (i) the target market for the 2033 Global Bonds is eligible counterparties and professional clients only, each as defined in MiFID II, and (ii) all channels for distribution of the 2033 Global Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the 2033 Global Bonds (an “EU distributor”) should take into consideration the manufacturer’s target market assessment; however, an EU distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the 2033 Global Bonds (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the 2033 Global Bonds has led to the conclusion that: (i) the target market for the 2033 Global Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and (ii) all channels for distribution of the 2033 Global Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the 2033 Global Bonds (a “UK distributor”) should take into consideration the manufacturer’s target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the 2033 Global Bonds (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS TERM SHEET AND SHOULD BE DISREGARDED. SUCH LEGENDS, DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THIS TERM SHEET HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM.

 

6

Filed pursuant to Rule 433

Registration No. 333-261972

Relating to Preliminary Prospectus Supplement dated April 14, 2026

Term Sheet

FEDERATIVE REPUBLIC OF BRAZIL—PRICING TERMS

5.500% Global Bonds due 2036

 

Issuer		Federative Republic of Brazil (“Brazil”)
Transaction		5.500% Global Bonds due 2036 (the “2036 Global Bonds”)
Ratings		[Intentionally omitted]*
Distribution		SEC Registered
Issue Currency		Euro
Total Amount Issued		€1,500,000,000
Total Gross Proceeds (before fees and expenses)		€1,485,735,000
Coupon		5.500% per annum, Act/Act
Coupon Frequency		Annual
Maturity		April 23, 2036
Offering Price		99.049% of the principal amount, plus accrued interest, if any, from April 23, 2026, the date Brazil expects to deliver the 2036 Global Bonds.
Yield to Maturity		5.627% per annum
Reoffer Spread over Mid-Swap		255 bps
Reference Mid-Swap Rate		3.077%
Re-offer Spread over Reference Benchmark		258.4 bps
Reference Benchmark		DBR 2.900% due February 15, 2036
Reference Benchmark Price; Yield		98.783%; 3.043%
Underwriting Fee		0.200%
Interest Payment Dates		April 23 of each year.
First Interest Payment Date		April 23, 2027
Use of Proceeds		Brazil intends to use the net proceeds of the sale of the 2036 Global Bonds for repayment of outstanding federal public debt of Brazil.
Optional Redemption		The 2036 Global Bonds will be subject to redemption at the option of Brazil before maturity, on terms described under “Description of the 2036 Global Bonds—Optional Redemption” in the Prospectus Supplement.
Make-whole spread		40 bps
Pricing Date		April 15, 2026
Settlement Date		April 23, 2026 (T+6)
ISIN / Common Code		XS3344411726 / 334441172
Denominations		€100,000 and integral multiples of €1,000 in excess thereof
Listing		Application will be made to list the 2036 Global Bonds on the London Stock Exchange plc for the 2036 Global Bonds to be admitted to trading on the London Stock Exchange plc’s International Securities Market (the “ISM”). The ISM is not a regulated market for the purposes of Directive 2014/65/EU or Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
Governing Law		New York Law

 

7

Joint Lead Managers and Joint Bookrunners		Banco Bilbao Vizcaya Argentaria, S.A. BNP PARIBAS Merrill Lynch International UBS AG London Branch
Underwriting Commitments		Banco Bilbao Vizcaya Argentaria, S.A. BNP PARIBAS Merrill Lynch International UBS AG London Branch		€375,000,000 €375,000,000 €375,000,000 €375,000,000
Stabilization		FCA/ICMA

*	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independently of each other securities rating.

A preliminary prospectus supplement, subject to completion, dated April 14, 2026, together with an accompanying prospectus, for the 2036 Global Bonds, is available from the SEC’s website using the following link:

https://www.sec.gov/Archives/edgar/data/205317/000119312526153717/d56898d424b5.htm.

The information in the preliminary prospectus supplement and this term sheet is not complete and may be changed. The preliminary prospectus supplement and this term sheet are not offers to sell any securities and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.

The Issuer has filed a registration statement (including a prospectus) and the preliminary prospectus supplement with the SEC for the offering to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may access these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banco Bilbao Vizcaya Argentaria, S.A. toll-free at +1 (800) 422-8692, BNP PARIBAS toll-free at +1 (800) 854-5674, Merrill Lynch International toll-free at +1 (800) 294-1322 or UBS AG London Branch toll-free at +1 (833) 481-0269.

The 2036 Global Bonds which are the subject of the offering are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the 2036 Global Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the 2036 Global Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The 2036 Global Bonds which are the subject of the offering are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor in the UK means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the 2036 Global Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the 2036 Global Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

 

8

Neither this term sheet nor any other material relating to the offering has been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (as amended, the “FSMA”). This term sheet is only being distributed to and is only directed at (i) persons who are outside the UK or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this term sheet relates will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the same will be engaged in only with, relevant persons. The 2036 Global Bonds which are the subject of the offering will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the 2036 Global Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this term sheet or any other material relating to the offering.

In connection with this offering, BNP PARIBAS (the “Stabilizing Manager”) (or any person acting on behalf of any Stabilizing Manager), may over-allot 2036 Global Bonds or effect transactions, as further described in the prospectus supplement, which stabilize or maintain the market price of the 2036 Global Bonds at levels which might not otherwise prevail. This stabilizing, if commenced, may be discontinued at any time. Any stabilization action or over-allotment will be conducted by the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) in accordance with all applicable laws and rules. There is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the global bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the 2036 Global Bonds and 60 days after the date of the allotment of the 2036 Global Bonds.

Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the 2036 Global Bonds has led to the conclusion that: (i) the target market for the 2036 Global Bonds is eligible counterparties and professional clients only, each as defined in MiFID II, and (ii) all channels for distribution of the 2036 Global Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the 2036 Global Bonds (an “EU distributor”) should take into consideration the manufacturer’s target market assessment; however, an EU distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the 2036 Global Bonds (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the 2036 Global Bonds has led to the conclusion that: (i) the target market for the 2036 Global Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; and (ii) all channels for distribution of the 2036 Global Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the 2036 Global Bonds (a “UK distributor”) should take into consideration the manufacturer’s target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the 2036 Global Bonds (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.

ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS TERM SHEET AND SHOULD BE DISREGARDED. SUCH LEGENDS, DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THIS TERM SHEET HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER SYSTEM.

 

9

Schedule A

FEDERATIVE REPUBLIC OF BRAZIL

UNDERWRITING TERMS

DATED April 2026

The Federative Republic of Brazil (“Brazil”) proposes to issue and sell from time to time certain of its unsecured debt securities (the “Debt Securities”) that may be registered under the Registration Statement, as defined in Section 1(a) hereof. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the relevant Prospectus Supplement. Each series of the Debt Securities issued on the date hereof (each, a “Series”), will be constituted under an indenture, dated as of July 2, 2015, as amended from time to time after the date hereof (the “Indenture”), between Brazil and The Bank of New York Mellon, as trustee (the “Trustee”), and an authorization delivered to the Trustee pursuant to Section 2.1(c) of the Indenture and applicable to such Series (each, an “Authorization” and, collectively, “Authorizations”).

Unless otherwise specifically provided for and set forth in a Prospectus Supplement (as defined below), the Debt Securities denominated and payable in U.S. dollars will be issued in denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof. The authorized denominations of Debt Securities denominated in currencies (including composite currencies) other than U.S. dollars will be set forth in an applicable Prospectus Supplement.

The Debt Securities may be issued in registered, book-entry or certificated form. The Debt Securities of each Series will have the interest rates, maturities and, if applicable, other terms set forth in the applicable Prospectus Supplement. The Debt Securities of each Series will be issued, and the terms thereof established, in accordance with the Indenture, the Authorization and the Terms Agreement (as defined in Section 2(a)). For the purposes of these underwriting terms (the “Underwriting Terms”), the term “Underwriter” shall refer to each underwriter that has agreed to severally purchase the Debt Securities and has executed the accompanying Terms Agreement with Brazil in respect of the sale and purchase of the Debt Securities. In acting under this Agreement, each Underwriter is acting individually and not jointly, unless otherwise specified in the Terms Agreement.

All references herein to “this Agreement” shall refer to the Terms Agreement, including these Underwriting Terms as incorporated therein.

All references in this Agreement to principal, premium and interest in respect of the Debt Securities shall, unless the context otherwise requires, be deemed to include all additional amounts, if any, payable in respect thereof as a result of any withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Brazil or any political subdivision or any taxing authority or agency therein or thereof having the power to tax as set forth in the Debt Securities.

1. Representations and Warranties of Brazil. As of the Execution Date, Brazil represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

(a) Brazil meets the requirements for use of Schedule B under the U.S. Securities Act of 1933, as amended (the “Act”), is a “seasoned” foreign government issuer within the meaning of Commission Release No. 33-6424 and has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement (as defined in this Section 1(a)) on Schedule B, including a Basic Prospectus (as defined in this Section 1(a)), which has become effective for the registration under the Act of debt securities or warrants, including the Debt Securities; such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to the representatives of the Underwriters or their counsel (excluding exhibits to such registration statement), have been declared effective by the Commission in such form; no other document with respect to such registration statement has heretofore been filed with the Commission (other than the documents incorporated therein by reference and prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, each in form heretofore delivered to the representatives of the Underwriters or their

counsel); and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose has been initiated or threatened by the Commission. Such registration statement, as amended as of the time each part thereof became effective, including all exhibits thereto and any documents incorporated by reference therein, and any prospectus supplement deemed to be a part thereof that has not been superseded or modified, are hereinafter collectively called the “Registration Statement”; “Registration Statement” without reference to a time shall have the meaning given to such term in the Terms Agreement; the basic prospectus contained in the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic Prospectus”. In connection with the sale of the Debt Securities in the United States, Brazil proposes to file with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Act further supplements to the Base Prospectus (each, a “Prospectus Supplement”) specifying the principal amount, interest rates, maturity dates, any updates or amendments to the plan of distribution relating to the Debt Securities and, if appropriate, other terms of such Debt Securities sold pursuant hereto or the offering thereof. Any preliminary prospectus (including any preliminary Prospectus Supplement) relating to the Debt Securities which has heretofore been filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called the “Preliminary Prospectus”. The Basic Prospectus, as amended and supplemented immediately prior to the Time of Sale (as defined in Section 1(c) hereof) by a preliminary Prospectus Supplement for the Debt Securities, is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Debt Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Debt Securities filed with the Commission pursuant to Rule 424(b) under the Act and any annual reports on Form 18-K and any amendments to such Form 18-K on Form 18-K/A (including all exhibits thereto) (collectively, a “Form 18-K”) filed after the date of the Prospectus or the Basic Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any Form 18-K of Brazil filed under the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.

(b) As of the Execution Date, on the Effective Date, when any Prospectus Supplement is filed with the Commission, as of the date of any Prospectus Supplement and at the Time of Delivery (as defined in this Section 1(b)), (i) the Registration Statement and each amendment thereto conformed and will conform in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder and does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the foregoing representations and warranties shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to Brazil by any Underwriter specifically for use in connection with the preparation of the Registration Statement, and (ii) the Prospectus and any amendment or supplement thereto will conform in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations and warranties shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to Brazil by any Underwriter specifically for use in connection with the preparation of the Prospectus or any amendment or supplement thereto. “Effective Date” shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective and each date after the date hereof on which a document incorporated by reference in the Registration Statement, the Pricing Prospectus or the Prospectus is filed. “Execution Date” shall mean the date that the Terms Agreement is executed and delivered by the parties hereto. “Time of Delivery” shall mean the time of delivery by Brazil of the Debt Securities sold under this Agreement on the date set forth in the Terms Agreement.

 

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(c) As of the Time of Sale (as defined in this Section 1(c)), (i) the Pricing Prospectus together with the information from the final term sheet(s) for the Debt Securities in the form set forth as an exhibit to the Terms Agreement, necessary to complete the statements under the caption “Description of the Global Bonds” in, and the table on the front cover of, the Pricing Prospectus (the “Pricing Disclosure Package”) did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus (as defined in Section 1(d) below) and listed in an exhibit to the Terms Agreement (if any) does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Time of Sale, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to Brazil by any Underwriter expressly for use therein, and (ii) the documents, if any, incorporated by reference in the Pricing Prospectus and the Prospectus, when they became or become effective or are filed with the Commission, as the case may be, complied and will comply in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained or will contain an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Commission, as the case may be, will comply in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and no such documents were filed with the Commission since the Commission’s close of business day immediately prior to the Execution Date, except as set forth in an exhibit to the Terms Agreement. “Time of Sale” shall mean, with respect to the Debt Securities, the date and time set forth in the Terms Agreement relating to the Debt Securities.

(d) No order preventing or suspending the use of any Preliminary Prospectus or any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Debt Securities (an “Issuer Free Writing Prospectus”) has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to Brazil by any Underwriter expressly for use therein.

(e) (i) At the time of filing the Registration Statement, (ii) at the time of filing the most recent post-effective amendment thereto, (iii) at the earliest time that Brazil or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) and (iv) as of the Execution Date, Brazil was not, is not and will not be an “ineligible issuer” (as defined in Rule 405 under the Act), without taking into account of any determination by the Commission pursuant to Rule 405 that it is not necessary that Brazil be considered an “ineligible issuer”.

(f) This Agreement and all other documents to be executed and delivered by Brazil hereunder have been duly authorized, executed and delivered by Brazil and this Agreement constitutes the valid and binding agreement of Brazil enforceable against Brazil in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and subject, as to Section 9 of this Agreement, to any limitations imposed by the securities laws of any applicable jurisdiction; and the statements made in the Prospectus Supplement under the caption “Underwriting,” insofar as they purport to summarize certain provisions referred to therein of this Agreement, constitute accurate, complete and fair summaries of such provisions.

 

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(g) Since the respective dates as of which information is given in the Registration Statement, the Pricing Prospectus and the Prospectus, there has not been any material adverse change, or any event that would reasonably be expected to result in a prospective material adverse change, in the financial, economic or fiscal condition of Brazil, otherwise than as set forth or contemplated in the Prospectus.

(h) The Debt Securities have been duly authorized and, when executed, issued, authenticated and delivered pursuant to this Agreement and the Indenture, dated as of July 2, 2015 (the “Indenture”), between Brazil and The Bank of New York Mellon as Trustee (the “Trustee”), will have been duly executed, issued, authenticated and delivered; the Debt Securities, which will be substantially in the form of Exhibit C to the Indenture, will constitute valid and legally binding obligations of Brazil enforceable against Brazil entitled to the benefits provided by the Indenture; the Indenture has been duly authorized, executed and delivered by Brazil and constitutes a valid and legally binding agreement, enforceable against Brazil in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Indenture (to the extent the provisions thereof are applicable to the Debt Securities) conforms, and the Debt Securities will conform, to the descriptions thereof in the Basic Prospectus and the Prospectus Supplement; and the statements set forth in the Basic Prospectus under the caption “Debt Securities” and in the Prospectus Supplement under the caption “Description of the Global Bonds”, insofar as they purport to summarize the terms of the Debt Securities, constitute accurate, complete and fair summaries of such terms.

(i) All consents, approvals, authorizations, orders, registrations, clearances or qualifications (“Governmental Authorizations”) of or with any court, central bank, ministry or governmental agency or other regulatory body (“Governmental Agency”) in Brazil required for the issue and sale of the Debt Securities or the consummation by Brazil of the transactions contemplated by this Agreement, the Indenture or the Debt Securities, including without limitation the payment of interest and principal to the holders thereof outside Brazil in accordance with the terms thereof, except (A) the registration under the Act of the Debt Securities, (B) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Debt Securities by the Underwriters and (C) the prior notice to, or authorization from, the Central Bank of Brazil, through the Foreign Capital Information System – Foreign Credit (Sistema de Prestação de Informações de Capital Estrangeiro – Crédito Externo (“SCE-Crédito”) of the payment schedule (cronograma de pagamentos) for the Debt Securities, have been obtained and are in full force and effect; and the issue and sale of the Debt Securities or the consummation by Brazil of the transactions contemplated by this Agreement, the Indenture or the Debt Securities will be in compliance with all laws, decrees and regulations of Brazil or of any Governmental Agency.

(j) The Debt Securities will constitute direct, general, unconditional, unsecured (except as described under the heading “Debt Securities—Negative Pledge” in the Basic Prospectus) and unsubordinated external indebtedness of Brazil for which the full faith and credit of Brazil is pledged. The Debt Securities will rank without any preference among themselves and equally with all other unsecured and unsubordinated External Indebtedness of the Republic, it being understood that Brazil is not required to make payments under the Debt Securities ratably with payments being made under any other External Indebtedness. For purposes of this paragraph, “External Indebtedness” means any indebtedness for money borrowed which is payable by its terms or at the option of its holder in any currency other than the currency of Brazil (other than such indebtedness that is originally issued within Brazil); and “indebtedness” means all unsecured and unsubordinated obligations of Brazil in respect of money borrowed and guarantees given by Brazil in respect of money borrowed by others.

(k) Other than as set forth in the Pricing Prospectus and in the Prospectus, there are no legal or governmental actions, suits, arbitrations or proceedings pending to which Brazil is a party which, if determined adversely to Brazil, would individually or in the aggregate have a material adverse effect on the financial, economic or fiscal condition of Brazil or its ability to perform its obligations under this Agreement, the Indenture or the Debt Securities or which are otherwise material to the rights of holders of the Debt Securities; and, to the best of

 

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Brazil’s knowledge, no such actions, suits, arbitrations or proceedings are threatened which, if determined adversely to Brazil, would individually or in the aggregate have a material adverse effect on the financial, economic or fiscal condition of Brazil or its ability to perform its obligations under this Agreement, the Indenture or the Debt Securities or which are otherwise material to the rights of holders of the Debt Securities.

(l) Other than as set forth in the Pricing Prospectus and in the Prospectus, Brazil is not in default in the payment of principal, interest or any other amount owing on any obligation in respect of indebtedness for money borrowed and Brazil has not received any notice of default or acceleration with respect to any obligation in respect of indebtedness for money borrowed, in each case or in the aggregate, which would have a material adverse effect on the financial, economic or fiscal condition of Brazil or its ability to perform its obligations under this Agreement, the Indenture or the Debt Securities or which is otherwise material to the rights of the holders of the Debt Securities; and the issue and sale of the Debt Securities and the compliance by Brazil with all of the provisions of this Agreement, the Indenture and the Debt Securities and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the Constitution of Brazil, as amended to the date hereof or as proposed to be amended by any currently pending resolution of the Brazilian National Congress (i.e., a resolution that initially has been voted upon and approved by both houses of Congress), any statutes, laws, decrees or regulations of Brazil or any treaty, convention or agreement to which Brazil is a party and which default, in each case or in the aggregate, would have a material adverse effect on the financial, fiscal or economic condition of Brazil or its ability to perform its obligations under this Agreement, the Indenture or the Debt Securities or which is otherwise material to the rights of the holders of the Debt Securities.

(m) To ensure the legality, validity, enforceability, priority or admissibility in evidence in Brazil of this Agreement, the Indenture or the Debt Securities, it is not necessary that this Agreement, the Indenture or the Debt Securities or any other documents or instrument be registered, recorded or filed with any court or other authority in Brazil (other than the translation and publication thereof in accordance with Section 5(h) hereof and the prior notice to, or authorization from, the Central Bank of Brazil, of the payment schedule for the Debt Securities in accordance with Section 5(d) hereof) or that any documentary, stamp or similar tax, imposition or charge be paid on or in respect of this Agreement, the Indenture or the Debt Securities, provided that such Debt Securities are held by an individual who is not a resident of Brazil or by a non-Brazilian corporation directly and not through a permanent establishment thereof in Brazil.

(n) There is no tax, levy, deduction, charge or withholding imposed by Brazil or any political subdivision thereof either (A) on or by virtue of the execution, delivery or enforcement of this Agreement, the Indenture or the Debt Securities or (B) on any payment to be made by Brazil hereunder or under the Debt Securities, provided that such Debt Securities are held by an individual who is not a resident of Brazil or by a non-Brazilian corporation directly and not through a permanent establishment thereof in Brazil.

(o) Neither Brazil nor any person acting on its behalf has taken, directly or indirectly, any action which might reasonably be expected to cause or result in stabilization of the price of any security of Brazil to facilitate the sale or resale of the Debt Securities; provided, however, that no representation or warranty is given by Brazil with respect to any actions of the Underwriters.

(p) This Agreement and the Indenture are and the Debt Securities, when executed, issued, authenticated and delivered pursuant to this Agreement and the Indenture, will be in proper legal form under the laws of Brazil for the enforcement thereof against Brazil under the laws of Brazil.

(q) No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Underwriters to Brazil or any political subdivision or taxing authority thereof or therein in connection with (A) the issuance, sale and delivery by Brazil to or for the respective accounts of the Underwriters of the Debt Securities or (B) the sale and delivery outside Brazil by the Underwriters of the Debt Securities to the initial purchasers thereof.

 

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(r) Except as disclosed in the Pricing Disclosure Package, (A) Brazil is not aware that either Standard & Poor’s, a division of the McGraw-Hill Companies, Inc. (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch Ratings Limited (“Fitch”) has made any announcement that it will have under surveillance or review, with possible negative implications, its rating of any of Brazil’s debt securities; and Brazil (B) has not been informed by either Standard & Poor’s, Moody’s or Fitch that it intends or is contemplating any downgrading in any rating accorded to Brazil’s debt securities or any announcement that it will have under surveillance or review, with possible negative implications, its rating of any of Brazil’s debt securities, it being understood and agreed that any negative outlook disclosed in the Pricing Disclosure Package is not in and of itself an event or condition contemplated in clauses (A) and (B) above.

(s) The statements with respect to matters of Brazilian law set forth in the Pricing Prospectus and in the Prospectus are correct in all material respects.

(t) Brazil will not knowingly use the proceeds of the sale of the Debt Securities, or lend, contribute or otherwise make available such proceeds (i) to any entity or person to fund any activities or business with any person that, at the time of such funding, is the target of any U.S. sanctions (including any administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the Bureau of Industry and Security of the U.S. Department of Commerce, or the U.S. Department of State), sanctions of the United Nations Security Council, the European Union, the United Kingdom (including sanctions administered or controlled by His Majesty’s Treasury), or other relevant sanctions authority (collectively, “Sanctions”), or is in any country, region or territory, that, at the time of such funding, is the target of territorial Sanctions or (ii) in any other manner, in each case as would result in a violation by any person (including any person participating in the sale or offering of the Debt Securities, whether as underwriter, advisor, investor or otherwise) of Sanctions.

2. Purchase and Offering of Debt Securities. The obligations of the Underwriters to purchase Debt Securities will be evidenced by an agreement or exchange of other written communications to which these Underwriting Terms are attached (the “Terms Agreement”) (which shall be in writing and signed by a duly authorized official of Brazil) at the time Brazil determines to sell the Debt Securities. Unless the context otherwise requires, each reference contained herein to the “Terms Agreement” shall be deemed to include these Underwriting Terms, and express mention of Terms Agreements in any provisions hereof shall not be construed as excluding Terms Agreements in those provisions hereof where such express mention is not made. The Terms Agreement describes the Debt Securities to be purchased by each Underwriter and specifies the aggregate principal amount of such Debt Securities, the price to be paid to Brazil for such Debt Securities, the maturity date of such Debt Securities, the rate at which interest will be paid on such Debt Securities and the dates on which interest will be paid on such Debt Securities with respect to each such payment of interest, the Time of Delivery for the purchase of such Debt Securities, the place of delivery of the Debt Securities and payment therefor, the method of payment and any additional requirements for the delivery of opinions of counsel, certificates from Brazil or its officers as described in Sections 8(b), 8(c), 8(d), 8(e), 8(f) and 8(i) hereof. The Terms Agreement may also specify the period of time referred to in Section 5(g). The Underwriters’ commitment to purchase the Debt Securities shall be deemed to have been made on the basis of the representations and warranties of Brazil contained in this Agreement, and shall be subject to the terms and conditions set forth in this Agreement.

Delivery of the certificates for Debt Securities sold to each Underwriter pursuant to this Agreement shall be made not later than the Time of Delivery agreed to in the Terms Agreement, against payment of immediately available funds (or such other consideration as is agreed between Brazil and such Underwriter) to the account specified by Brazil in the net amount due to Brazil for such Debt Securities.

Any Debt Security sold to an Underwriter (i) shall be purchased by such Underwriter at the Purchase Price (as specified in the Terms Agreement) and (ii) may be resold by such Underwriter upon the terms and conditions set forth in the Prospectus Supplement.

 

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3. Offering and Sale of Debt Securities, Resale of Debt Securities.

(a) Each Underwriter severally represents to and agrees with Brazil that it has not offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of Debt Securities or distribute or publish the Registration Statement, the Basic Prospectus or the Prospectus or any offering circular, form of application, advertisement or other document or information relating to the Debt Securities, in any jurisdiction (including any Member State of the European Economic Area that has implemented the Prospectus Directive) except in accordance with foreign offering and sale requirements set forth in the Prospectus and otherwise under circumstances that will, to the best of its knowledge and belief, result in compliance with all applicable laws and regulations thereof (including, without limitation, any prospectus delivery requirements) and which will not impose any obligations on Brazil except as contained in this Agreement.

(b) Upon the authorization by the representatives of the Underwriters of the release of the Debt Securities, the several Underwriters propose to offer the Debt Securities for sale upon the terms and conditions set forth in the applicable Prospectus.

4. Debt Securities; Delivery of Debt Securities.

(a) The Debt Securities will be represented by one or more definitive global securities in book-entry form which will be deposited by or on behalf of Brazil with The Depository Trust Company (“DTC”) or its designated custodian. Brazil will deliver the Debt Securities to the representatives of the Underwriters for the respective account(s) of one or more Underwriter(s), against payment by or on behalf of the several Underwriters through their representatives of the purchase price therefor in immediately available funds, by causing DTC to credit the Debt Securities to the account of such representatives at DTC. The representatives of the Underwriters shall instruct DTC as to the allocation of interests in the global securities representing the Debt Securities among the accounts of participants of DTC. Brazil will cause the certificates representing the Debt Securities to be made available to the representatives of the Underwriters for checking at least twenty-four hours prior to the Time of Delivery at the office of DTC or its designated custodian (the “Designated Office”).

(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Debt Securities and any additional documents reasonably requested by the Underwriters pursuant to Section 8(k) hereof, will be delivered at the offices of United States counsel for the Underwriters (the “Closing Location”), and the Debt Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

5. Covenants of Brazil. Brazil covenants and agrees with each Underwriter:

(a) To prepare the Prospectus in a form approved by the Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the date of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act or by any other rules and regulations of the Commission under the Act; and, prior to the completion of the offering of the Debt Securities, to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus which shall be disapproved by the Underwriters promptly after reasonable notice thereof; prior to the completion of the offering of the Debt Securities to advise the Underwriters, promptly after it receives notice thereof, of the time (i) when the Prospectus shall have been so filed or shall have been amended, or (ii) when any amendment to the Registration Statement shall have been filed or become effective, and will furnish the Underwriters with copies of any such amendment or supplement. If requested by the Underwriters prior to the Time of Sale, Brazil will prepare a final term sheet, containing solely a description of the Debt Securities, in the form set forth in an exhibit to the Terms Agreement, and will file such term sheet

 

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pursuant to Rule 433(d) under the Act within the time required by such Rule; and Brazil will file promptly all other material required to be filed by Brazil with the Commission pursuant to Rule 433(d) under the Act. For so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Debt Securities, and during such same period Brazil will advise the Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus, or any amended Prospectus has been filed with the Commission, of any request by the Commission for any amendment to the Registration Statement or any amendment or any supplement to the Prospectus or for any additional information, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and of the receipt by Brazil of any notification with respect to the suspension of the qualification of the Debt Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. In the event of the issuance of any such stop order or of any such order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Debt Securities or suspending any such qualification, Brazil will use its best efforts to obtain the withdrawal of such order.

(b) For so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Debt Securities, Brazil will comply with all requirements imposed upon Brazil by the Act, as now and hereafter amended, and by the rules and regulations of the Commission thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Debt Securities as contemplated by the provisions hereof and by the Prospectus. If, at any time during such period, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or rules thereunder, Brazil promptly will prepare and file with the Commission, in accordance with the first sentence of subsection (a) of this Section 5, an amendment or supplement (including, if appropriate, a Form 18-K or an amendment thereto) which will correct such statement or omission or an amendment which will effect such compliance.

(c) Promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Debt Securities for offering and sale under the securities laws of such jurisdictions as the representatives of the Underwriters may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings in the Debt Securities in such jurisdictions for as long as may be necessary to complete the distribution of the Debt Securities, provided that in connection therewith Brazil shall not be required to file a general consent to service of process in any jurisdiction.

(d) To submit the electronic registration (except for the submission of information with respect to the payment schedule for the Debt Securities) through the SCE Crédito with respect to the external indebtedness evidenced by this Agreement, the Indenture and the Debt Securities prior to the Time of Delivery and to register with the Central Bank of Brazil through the SCE Crédito the payment schedule for the Debt Securities promptly after the Time of Delivery.

(e) At such time as the representatives of the Underwriters may reasonably request and from time to time, to furnish the Underwriters with copies of the Prospectus in New York City in such quantities as they may reasonably request, and, if the delivery of a prospectus is required by the Act or any applicable law at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Debt Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act or any applicable law, to notify the representatives of the Underwriters and upon their request to prepare and furnish without charge to

 

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each Underwriter and to any dealer in securities as many copies as they may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or, in lieu thereof, a notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Debt Securities at any time nine months or more after the time of issue of the Prospectus, upon the representatives of the Underwriters’ request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as they may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act.

(f) To make generally available to its security holders as soon as practicable, but in any event not later than 24 months after the effective date of the Registration Statement (as defined in Rule 158(c)), a statement in the English language of the revenues and expenditures of Brazil covering the first full fiscal year of Brazil commencing after the Execution Date which will satisfy Section 11(a) of the Act and the rules and regulations of the Commission thereunder.

(g) During the period, if any, specified in the Terms Agreement, Brazil shall not offer, sell, contract to sell or otherwise dispose of any debt securities of Brazil, guaranteed by Brazil or of any agency or enterprise controlled by Brazil that are substantially similar to the Debt Securities, are denominated in U.S. dollars, are to be placed outside of Brazil and that mature more than one year after the Time of Delivery without the representatives of the Underwriters’ prior written consent.

(h) If required by applicable law or regulation (A) to obtain, upon request, a sworn translation into the Portuguese language of this Agreement, the Indenture and the Debt Securities and (B) to effect the publication of, and to have published, an extract of this Agreement, the Indenture and the Debt Securities in Portuguese, complying with all applicable regulations, in the Diário Oficial da União.

(i) Unless the Prospectus Supplement provides that listing shall not be made on such exchange, to apply for the listing of the Debt Securities on the London Stock Exchange plc and to use its best efforts to cause such listing to be approved.

6. Free Writing Prospectuses.

(a) (i) Brazil and each Underwriter agree that the Underwriters may prepare and use one or more preliminary or final term sheets relating to the Debt Securities containing customary information; and Brazil consents to the use by the Underwriters of a free writing prospectus that (1) is not an “issuer free writing prospectus” as defined in Rule 433 under the Act or a free writing prospectus containing “issuer information” as defined by Rule 433(h)(2) under the Act, and (2) contains only (A) information describing the preliminary terms of the Debt Securities or their offering, (B) information permitted by Rule 134 under the Act or (C) information that describes the final terms of the Debt Securities or their offering and that is included in the final term sheets;

(ii) Each Underwriter represents that, other than as permitted under subparagraph (a)(i) above, it has not made and will not make any offer relating to the Debt Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act without the prior consent of Brazil and that the Terms Agreement contains as an exhibit a complete list of any free writing prospectus for which the Underwriters have received such consent;

(iii) Brazil represents and agrees that it has not made and will not make any offer relating to the Debt Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of each Underwriter and that the Terms Agreement contains as an exhibit a complete list of any Issuer Free Writing Prospectuses for which Brazil has received such consent.

 

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(b) Brazil has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending.

(c) Brazil agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, Brazil will give prompt notice thereof to each Underwriter and, if requested by the representatives of the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to Brazil by any Underwriter expressly for use therein.

7. Expenses. Brazil covenants and agrees with each of the Underwriters that Brazil will pay or cause to be paid the following: (i) the fees, disbursements and expenses of Brazil’s counsel in connection with this Agreement, the Indenture, the registration of the Debt Securities under the Act and the closing of the transactions contemplated herein; (ii) any fees charged by securities rating services for rating the Debt Securities; (iii) the fees and expenses of the Trustee in connection with the Indenture and the Debt Securities; and (iv) the fees and expenses related to a required filing of the Registration Statement.

It is understood, however, that, except as provided in this Section and in Sections 9 and 12 hereof, the Underwriters will pay (i) their own costs and expenses in connection with this Agreement and the closing of the transactions contemplated herein, including the fees, disbursements and expenses of counsel for the Underwriters; (ii) printing and distribution to or on behalf of the Underwriters of the Prospectus and the Prospectus Supplement (including all documents incorporated by reference therein and any amendments and supplements thereto and delivery of copies thereof to the Underwriters, dealers, Brazil and counsel); (iii) the fees and expenses payable in connection with the listing of the Debt Securities on the London Stock Exchange plc, (iv) the costs of preparation of the Debt Securities, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus (including all documents incorporated by reference therein and any amendments and supplements thereto); (v) the costs of preparation and delivery of this Agreement, the Indenture, and all closing and other documents (including any compilations thereof) in connection with the offering, purchase, sale and delivery of the Debt Securities; and (vi) all other costs and expenses incidental to Brazil or the Underwriters entering into this Agreement and the performance of its obligations hereunder, under the Indenture and under the Debt Securities which are not otherwise specifically provided for in this Section.

8. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of Brazil herein are, at and as of the Time of Delivery, true and correct, the condition that Brazil shall have performed all of its obligations hereunder theretofore to be performed in all material respects, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; if Brazil has elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington D.C. time, on the date of this Agreement; any final term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by Brazil pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, or any part thereof or the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Underwriters’ reasonable satisfaction.

 

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(b) United States counsel for the Underwriters, shall have furnished to the Underwriters such written opinion or opinions dated the Time of Delivery, with respect to the validity of the Indenture, the Debt Securities, the Registration Statement, the Prospectus and such other related matters as they may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering such opinion, United States counsel for the Underwriters may assume all matters of Brazilian law covered by the opinions referred to in Section 8(c).

(c) Special Brazilian counsel for the Underwriters, shall have furnished to the Underwriters such written opinion or opinions dated the Time of Delivery, with respect to the validity of this Agreement, the Indenture, the Debt Securities, the Registration Statement, the Prospectus and such other related matters as they may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; in rendering such opinion, such counsel may assume all matters of United States federal and New York law covered by the opinions referred to in Section 8(b).

(d) The Attorney General of the National Treasury or another duly authorized attorney of the Office of the Attorney General of the National Treasury (“PGFN”) shall have furnished to the Underwriters a written opinion dated the Time of Delivery, in form and substance satisfactory to them, to the effect that:

(i) This Agreement has been duly authorized, executed and delivered by Brazil and constitutes a valid and legally binding agreement of Brazil;

(ii) The Debt Securities have been duly authorized, executed, issued and delivered by Brazil, and assuming due authentication by the Trustee, constitute valid and legally binding obligations of Brazil enforceable in accordance with their terms and entitled to the benefits provided by the Indenture, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(iii) The Indenture has been duly authorized, executed and delivered by Brazil and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding agreement of Brazil enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(iv) Neither the execution and delivery of this Agreement, the Indenture or the Debt Securities, nor the consummation of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof, including performance of each of the obligations contained in the Debt Securities, (A) to such counsel’s best knowledge after due inquiry, will conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, loan agreement or other agreement or instrument for borrowed money known to such counsel to which Brazil is a party, (B) will conflict with, violate or result in a breach of the Constitution of Brazil as amended to the date hereof or as currently proposed to be amended by any currently pending resolution of the Brazilian National Congress (i.e., a resolution that initially has been voted upon and approved by both houses of Congress), or any statutes, laws, decrees or regulations of Brazil, (C) to such counsel’s best knowledge after due inquiry, will conflict with or result in a breach of any of the terms, conditions or provisions of any treaty, convention or agreement to which Brazil is a party or constitute a default thereunder or (D) will result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the revenues or assets of Brazil under any such treaty, convention or agreement which, in the case of clause (A), (B), (C), or (D), could have a material adverse effect on the financial, economic or fiscal condition of Brazil or affect the validity or enforceability of the Debt Securities;

(v) The Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus Supplement and their filing with the Commission have been duly authorized by and on behalf of Brazil, and the Registration Statement has been duly executed by and on behalf of Brazil; the Authorized Representative of Brazil has been duly appointed in connection with the Registration Statement; the information in the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus Supplement stated on the authority of public officials of Brazil has been stated in their official capacities duly authorized by Brazil; statements with respect to matters of Brazilian law set forth in the Registration Statement and in the Basic Prospectus under the caption “Arbitration and Enforceability” are true and correct in all material respects;

 

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(vi) All Brazilian Government Authorizations (which shall be specified in such opinion) of or with any Brazilian Government Agency required by Brazil for the execution and delivery of this Agreement and the Indenture and for the execution, issuance, sale and delivery of the Debt Securities, and the consummation by Brazil of the transactions contemplated by this Agreement, the Indenture or the Debt Securities have been obtained and are in full force and effect;

(vii) Under the laws of Brazil, neither Brazil nor any of its property has any immunity from the jurisdiction of any Brazilian court or from the execution of any judgment in Brazil (except for the limitation on alienation of public property under Article 100 of the Civil Code of Brazil) or from enforcement therein of any arbitral award on the grounds of sovereignty or otherwise; the execution of an arbitral award, as well as the execution of any judgment, against Brazil in Brazil are only available in accordance with the procedures set forth in Article 910 et seq. of the Civil Procedure Code of Brazil of March 16, 2015;

(viii) (A) The agreement of the parties hereto or thereof, as the case may be, that this Agreement, the Indenture and the Debt Securities will be governed by, and construed in accordance with, the laws of the State of New York and, if giving effect to such law would not be against the principles of Brazilian public policy as set forth in Article 17 of Decree Law 4,657, would be recognized and effective in the courts of Brazil in any action or proceeding involving Brazil arising out of or relating to this Agreement, the Indenture or the Debt Securities. In light of, among other things, the contents of Articles 9 and 17 of Decree Law 4,657, such counsel has no reason to believe that giving effect to the laws of the State of New York governing the obligations of Brazil under this Agreement, the Indenture and the Debt Securities would be against Brazilian public policy. (B) (i) The submission of Brazil pursuant to Section 15 hereof, Section 9.8 of the Indenture and Section 17 of the Debt Securities to arbitration in New York, New York, and (ii) the appointment of the Authorized Agent (as defined herein, in the Indenture and in the Debt Securities) as its authorized agent for the purposes described in Section 15 hereof, in Section 9.8 of the Indenture and in Section 17 of the Debt Securities are each valid and legally binding on Brazil. (C) Any award of an arbitral tribunal under or pursuant to the provisions of Section 15 hereof, Section 9.8 of the Indenture and Section 17 of the Debt Securities which conforms with Brazilian public policy and law will be enforceable against Brazil in the Federal courts of Brazil without reexamination of the merits if such award is ratified by the Superior Court of Justice of Brazil. Such ratification can be obtained if such award (i) fulfills all formalities required for the enforceability thereof under the laws of the country where the same was granted; (ii) was issued by a competent arbitral tribunal after service of process upon the parties to the action as required by applicable law; (iii) is not subject to appeal; (iv) was authenticated by a Brazilian consulate in the country where the same was issued or is duly apostilled in accordance with the Convention Abolishing the Requirement of Legalization for Foreign Public Documents; (v) is accompanied by a certified sworn translation of such judgment into Portuguese, made by a sworn translator registered in Brazil, except if such procedure was exempted by an international treaty entered into by Brazil; and (vi) is not against the principles of Brazilian public policy as set forth in Article 17 of Decree Law 4,657. Furthermore, counsel will have assumed that the language of Section 9.8 of the Indenture and in Section 17 of the Debt Securities does not constitute, under the law of the State of New York or the Federal law of the United States, a contractual consent by Brazil to the jurisdiction of any court outside Brazil. (D) Service of process effected in the manner set forth in Section 15 hereof, Section 9.8 of the Indenture and Section 17 of the Debt Securities will be effective, insofar as Brazilian law is concerned, to confer valid personal jurisdiction over Brazil to the extent of any action referred to therein;

(ix) To ensure the legality, validity, enforceability or admissibility in evidence of this Agreement, the Indenture or the Debt Securities, it is not necessary that this Agreement, the Indenture, the Debt Securities or any other document be filed, registered or recorded with, or executed before, any court or other authority in Brazil (other than, in the case of enforceability and admissibility in evidence hereof or thereof, the translation and publication thereof in accordance with Section 5(h) hereof and the registration of the payment schedule for the Debt Securities (cronograma de pagamentos) with the Central Bank of Brazil in accordance with Section 5(d) hereof), or that any registration charge or stamp or similar tax be paid on or in respect of this Agreement, the Indenture, the Debt Securities or any other document, provided that the electronic registration through the SCE Crédito must be completed in accordance with Section 5(d) hereof;

 

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(x) There is no tax, levy, deduction, charge or withholding imposed by Brazil or any political subdivision thereof either (A) on or by virtue of the execution, delivery or recognition of this Agreement, the Indenture or the Debt Securities or (B) on any payment to be made by Brazil hereunder or thereunder; provided that in the case of payments made pursuant to the Indenture or under any Security, the relevant Security is held by an individual who is not a resident of Brazil or by a non-Brazilian corporation directly and not through a permanent establishment thereof in Brazil;

(xi) The statements in the Prospectus Supplement under the caption “Taxation—Brazilian Taxation” and in the Basic Prospectus under the caption “Debt Securities—Tax Withholding; Payment of Additional Amounts” fairly summarize the provisions of Brazilian tax law described therein;

(xii) Other than as set forth in the Prospectus, to the best of such counsel’s knowledge after due inquiry, there are no legal or governmental proceedings or arbitrations pending to which Brazil is a party which, if determined adversely to Brazil, would individually or in the aggregate have a material adverse effect on Brazil’s financial, economic or fiscal condition or its ability to perform its obligations under this Agreement, the Indenture or the Debt Securities; and, to the best of such counsel’s knowledge after due inquiry, no such proceedings are threatened;

(xiii) This Agreement, the Indenture and the Debt Securities are in proper legal form under the laws of Brazil for the enforcement thereof against Brazil under the laws of Brazil;

(xiv) No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding, or other taxes are payable by or on behalf of the Underwriters to Brazil or to any political subdivision or taxing authority thereof or therein in connection with (A) the issuance, sale and delivery by Brazil of the Debt Securities to or for the respective accounts of the Underwriters or (B) the sale and delivery outside Brazil by the Underwriters of the Debt Securities to the initial purchasers thereof in the manner contemplated herein; and

(xv) Under the laws of Brazil, pursuant to Senate Resolution No. 48 of 2007, as amended, any agreement related to the incurrence of external indebtedness to which Brazil is a party must provide that arbitration be the sole and exclusive remedy for the parties to such agreement for any dispute, controversy or claim brought outside of Brazil for the enforcement of such agreement against Brazil; Brazil is prohibited from submitting to the jurisdiction of a foreign court for the purpose of an adjudication on the merits; and each of this Agreement, the Indenture and the Debt Securities would not be a valid and legally binding agreement of Brazil if it were not to provide that all parties to this Agreement, the Indenture or the Debt Securities, as the case may be, shall submit any dispute, controversy or claim brought outside of Brazil to arbitration.

In giving such opinion, such counsel may state that his opinion is limited to matters of Brazilian law and may rely upon the opinion referred to in Section 8(e) as to all matters of United States and New York law.

In addition to the foregoing, such counsel will confirm that the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus have been prepared by appropriate representatives of Brazil and its instrumentalities, including representatives of the Ministry of Finance, and representatives of the PGFN have participated in discussions regarding the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus with such representatives, United States counsel for Brazil, the representatives of the Underwriters and their Brazilian and United States counsel. Under the direction of the PGFN has been apprised of and has reviewed the disclosure requirements under applicable United States securities laws and regulations and has reviewed the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus (including the documents incorporated by reference into any of the foregoing). Based on such discussions and review, and without independent investigation or verification of the correctness or completeness of the information included in, or

 

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incorporated by reference into, the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus, such counsel will advise the Underwriters, on behalf of PGFN, that, subject to the limitations described below, (A) nothing has come to PGFN’s attention which has caused it to believe that any part of the Registration Statement, when such part became effective, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Basic Prospectus, the Prospectus or any further amendment or supplement thereto made by the Republic, as of the date of the Prospectus or any further amendment or supplement thereto, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of the date of the opinion, any of the Registration Statement, the Basic Prospectus or the Prospectus or any further amendment or supplement thereto made by Brazil prior to the date of the opinion contains an untrue statement of a material fact or omits to state a material fact, in the case of the Registration Statement or any further amendment thereto, required to be stated therein or necessary to make the statements therein not misleading or, in the case of the Basic Prospectus or the Prospectus or any further supplement thereto, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (B) no information has come to such counsel’s attention that causes such counsel to believe that the Pricing Disclosure Package, as of the Time of Sale and as of the date of the opinion, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state that the PGFN is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Basic Prospectus, the Pricing Disclosure Package and the Prospectus (except to the extent expressly set forth in clauses (v) and (xi) above), that such counsel makes no representation that PGFN has independently verified the accuracy, completeness or fairness of such statements (except as aforesaid) and that such counsel does not express any opinion or belief as to the financial data contained in the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package or the Prospectus or the statistical data contained in the Sourcebook.

(e) Arnold & Porter Kaye Scholer LLP, United States counsel for Brazil, shall have furnished to you their written opinion, dated the Time of Delivery, in form and substance satisfactory to you, to the effect that:

(i) Assuming that the Indenture has been duly authorized, executed and delivered by Brazil insofar as Brazilian law is concerned and duly authorized, executed and delivered by the Trustee, the Indenture constitutes a valid and legally binding agreement of Brazil, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability affecting creditors’ rights and to general equity principles;

(ii) Assuming that the Debt Securities have been duly authorized, executed, issued and delivered under Brazilian law and authenticated by the Trustee, such Securities constitute valid and legally binding obligations of Brazil entitled to the benefits provided by the Indenture and enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability affecting creditors’ rights and to general equity principles;

(iii) No consent, approval, authorization or order of, or qualification with, any United States Federal or New York State governmental agency or body is required for the issue and sale of the Securities or the performance by Brazil of the transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and such consents, approvals, authorizations or qualifications as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Debt Securities;

(iv) Under the laws of the State of New York, assuming Brazil has duly authorized, executed and delivered this Agreement under Brazilian law, the agreement of Brazil pursuant to Section 15 of the Underwriting Agreement, Section 9.8 of the Indenture and Section 16 of the Debt Securities to arbitrate in New York, New York, is valid and legally binding on Brazil;

 

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(v) The statements set forth in the Prospectus Supplement under the caption “Taxation — United States Federal Income Taxation” insofar as such statements purport to describe the principal U.S. federal income tax consequences of a purchase of the Debt Securities, constitute fair summaries of such consequences;

(vi) Based solely upon its review of the Notice of Effectiveness on the website of the Commission, the Registration Statement is effective under the Act; and based solely upon our review of filings on the website of the Commission at http://www.sec.gov/litigation/stoporders.shtml at 7:15 am on date of the Time of Delivery, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act, and further to the best of our knowledge, no proceeding for that purpose has been instituted or threatened by the Commission;

(vii) The issuance and sale of the Debt Securities to the Underwriters pursuant to this Agreement do not, and the performance by Brazil of its obligations in this Agreement, the Indenture and the Debt Securities will not, result in a violation of any United States federal or New York State law that in such counsel’s experience normally would be applicable with respect to such issuance, sale or performance (but such counsel may express no opinion relating to any United States federal securities laws or any state securities or Blue Sky laws);

(viii) The statements set forth in the Prospectus Supplement under the caption “Description of the Global Bonds” and in the Basic Prospectus under the captions “Debt Securities,” insofar as they purport to constitute a summary of certain provisions of the Securities and the Indenture, provide a fair summary of such provisions; and

(ix) Assuming that the Terms Agreement has been duly authorized, executed and delivered by Brazil insofar as Brazilian law is concerned, the Terms Agreement has been duly executed and delivered by Brazil.

In giving such opinion, such counsel may state that their opinion is limited to the Federal laws of the United States and the laws of the State of New York and may rely on the opinion referred to in Section 8(d) as to all matters of Brazilian law.

In addition, Arnold & Porter Kaye Scholer LLP shall have furnished to the Underwriters a letter, dated the Time of Delivery, confirming that as United States counsel to Brazil, such counsel reviewed the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package and the Prospectus, as then amended or supplemented, participated in discussions with representatives of Brazil and the Underwriters, and their Brazilian and U.S. counsel, and advised Brazil as to the requirements of the Act and the applicable rules and regulations thereunder; confirming that on the basis of the information that such counsel gained in the course of the performance of such services, considered in the light of their understanding of the applicable law and the experience they have gained through their practice under the Act, in their opinion, each part of the Registration Statement, when such part became effective, and the Basic Prospectus, the Prospectus and any further amendment or supplement thereto, as of the date of the Prospectus or any further amendment or supplement thereto, appeared on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder; nothing that came to such counsel’s attention in the course of such review has caused such counsel to believe that any part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Basic Prospectus, the Prospectus or any amendment or supplement thereto, as of the date of the Prospectus or any further amendment or supplement thereto, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and nothing that has come to such counsel’s attention in the course of the limited procedures described in such letter has caused them to believe that the Basic Prospectus or the Prospectus, as then amended or supplemented, as of the date and time of delivery of such letter, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and that no information has come to such counsel’s attention that causes such counsel to believe that the documents specified in a

 

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schedule to such counsel’s letter, consisting of those included in each of the Pricing Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may state that they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package or the Prospectus Supplement except to the extent of the opinion separately rendered by such counsel with respect to statements made under the captions “Description of the Global Bonds” in the Prospectus Supplement and “Debt Securities” in the Basic Prospectus, in each case as then amended or supplemented, insofar as they purport to summarize provisions of documents therein described; that such counsel do not express any opinion or belief as to the financial statements and related schedules or other financial or statistical data or information; that such counsel do not express an opinion or belief as to the laws of Brazil or as to information supplied by or on behalf of the Underwriters; and that their letter is furnished as United States counsel for Brazil to you and is solely for the benefit of the several Underwriters.

(f) Brazil shall have furnished to the Underwriters a certificate in English, dated the Time of Delivery, of the Minister of Finance or the Attorney General of the National Treasury of the Ministry of Finance or another duly authorized attorney of the Office of the Attorney General of the National Treasury of the Ministry of Finance, in which such official shall state that, to the best of his knowledge after reasonable investigation: (A) the representations and warranties of Brazil in this Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made at and as of the Time of Delivery (other than such representations and warranties which are made as of a specified date), (B) Brazil has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Time of Delivery, (C) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or, to the best of his knowledge, threatened by the Commission, (D) no proceeding has been initiated, or to the best of his knowledge, threatened to restrain or enjoin the issuance or delivery of the Debt Securities by Brazil or in any manner to question the laws, proceedings, directives, resolutions, approvals, consents or orders under which the Debt Securities have been issued or to question the validity of the Debt Securities and none of said laws, proceedings, directives, resolutions, approvals, consents or orders has been repealed, revoked or rescinded in whole or in part, and (E) since the respective dates as of which information is given in the Prospectus, there has been no material adverse change, or any prospective material adverse change, in or affecting the financial, economic or fiscal condition of Brazil, except as set forth in or contemplated by the Prospectus.

(g) (A) Since the respective dates as of which information is given in the Prospectus there shall not have been any material adverse change, or any prospective material adverse change, in or affecting the financial, economic, fiscal or political condition of Brazil, in Brazilian currency exchange rates or exchange controls, or in Brazilian taxation affecting the Debt Securities, otherwise than as set forth in or contemplated in the Prospectus, the effect of which, in any such case, is in the Underwriters’ judgment such as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Debt Securities on the terms and in the manner contemplated by the Prospectus; (B) subsequent to the execution and delivery of this Agreement and on or prior to the Time of Delivery there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or on the London Stock Exchange plc; (ii) trading of any securities of Brazil shall have been formally suspended or limited on any international exchange; (iii) a general moratorium on commercial banking activities in New York or Brazil declared by either United States or New York State authorities or authorities of Brazil, respectively, or a material disruption in commercial banking or securities settlement or clearance services in the United States or Brazil; (iv) the outbreak or escalation of hostilities involving the United States or Brazil or the declaration by the United States or Brazil of a national emergency or war, if the effect of any such event specified in subsection (g)(B)(i), (ii), (iii) or (iv) in the Underwriters’ judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Debt Securities on the terms and in the manner contemplated in the Prospectus; or (v) the occurrence of any material adverse change in the existing financial, political or economic conditions in the United States, Brazil or elsewhere which, in the Underwriters’ judgment would materially and adversely affect the international financial markets or the market for the Debt Securities.

 

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(h) Except as disclosed in the Pricing Disclosure Package, on or after the Execution Date (A) no downgrading shall have occurred in the rating accorded Brazil’s debt securities by Standard & Poor’s, Moody’s or Fitch; (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of Brazil’s debt securities; (C) Brazil will not have been aware that either Standard & Poor’s, Moody’s or Fitch has announced that it will have under surveillance or review, with possible negative implications, its rating of any of Brazil’s debt securities; and (D) Brazil will not have been informed by Standard & Poor’s, Moody’s or Fitch that it intends or is contemplating any downgrading in any rating accorded to Brazil’s debt securities or any announcement that it will have under surveillance or review, with possible negative implications, its rating of any of Brazil’s debt securities, it being understood and agreed that any negative outlook disclosed in the Pricing Disclosure Package is not in and of itself an event or condition contemplated in clauses (B), (C) and (D) above.

(i) The Minister of Finance of Brazil or the Attorney General of the PGFN or another duly authorized attorney of the PGFN, shall have furnished to the Underwriters a certificate in English, dated the Time of Delivery, to the effect that: (A) as of its effective date, the Registration Statement and any further amendment thereto made by Brazil prior to the Time of Delivery did not contain an untrue statement of a material fact or omit a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) as of the date of the Prospectus Supplement, the Basic Prospectus and any further amendment or supplement thereto made by Brazil prior to the Time of Delivery did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (C) as of the Time of Sale, the Pricing Disclosure Package and any further amendment or supplement thereto made by Brazil prior to the Time of Delivery did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (D) all statistical information in the Registration Statement and the Prospectus and any further amendment or supplement thereto is presented on a basis consistent with public official documents of Brazil; and (E) as of the Time of Delivery, neither the Registration Statement nor the Prospectus or any further amendment or supplement thereto made by Brazil prior to the Time of Delivery contains an untrue statement of a material fact or omits to state a material fact, in the case of the Registration Statement or any further amendment thereto, required to be stated therein or necessary to make the statements therein not misleading or, in the case of the Basic Prospectus or the Prospectus or any further supplement thereto, necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing certification shall not apply to the statements in or omissions from the Registration Statement or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to Brazil in writing by the Underwriters expressly for use in the Registration Statement or the Prospectus or any amendment or supplement thereto.

(j) Brazil shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses.

(k) Brazil shall have furnished to the Underwriters such further information, certificates and documents as they may reasonably request.

9. Indemnification.

(a) Brazil will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any

 

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amendment thereof or supplement thereto, in any Issuer Free Writing Prospectus, or in any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred within a reasonable time after such expenses are incurred and an itemized statement thereof, in reasonable detail, has been submitted to Brazil; provided, however, that Brazil shall not be liable in any such case to any Underwriter to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to Brazil by such Underwriter in connection with the preparation thereof.

(b) Each Underwriter severally and not jointly will indemnify and hold harmless Brazil against any losses, claims, damages or liabilities to which Brazil may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment thereof or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to Brazil by such Underwriter through the representatives of such Underwriter expressly for use in connection with the preparation thereof; and will reimburse Brazil for any legal or other reasonable and documented expenses reasonably incurred by Brazil in connection with investigating or defending any such action or claim as such expenses are incurred and an itemized statement thereof, in reasonable detail, has been submitted to that Underwriter.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, provided, however, that an indemnifying party shall not, in connection with any one such action or separate but substantially similar actions arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all indemnified parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) in the indemnified party’s reasonable judgment, the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; or (iii) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the

 

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indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by Brazil on the one hand and the Underwriters on the other from the offering of the Debt Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of Brazil on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by Brazil on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by Brazil bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Brazil on the one hand or such Underwriter on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Brazil and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to make any contribution payments in excess of the amount by which the total public offering price of the Debt Securities such Underwriter underwrote and distributed to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) The obligations of Brazil under this Section 9 shall be in addition to any liability which Brazil may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each person who signs the Registration Statement on behalf of Brazil.

10. Default by an Underwriter.

(a) If any Underwriter shall default in its obligation to purchase the Debt Securities which it has agreed to purchase hereunder, the representatives of the Underwriters may in their discretion arrange for them or another party or other parties to purchase such Debt Securities on the terms contained in this Agreement. If within thirty-six hours after such default by any Underwriter the representatives of the Underwriters do not arrange for the

 

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purchase of such Debt Securities, then Brazil shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to representatives of the Underwriters to purchase such Debt Securities on such terms. In the event that, within the respective prescribed periods, the representatives of the Underwriters notify Brazil that they have so arranged for the purchase of such Debt Securities, or Brazil notifies them that it has so arranged for the purchase of such Debt Securities, the representatives of the Underwriters or Brazil shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and Brazil agrees to file promptly any amendments to the Registration Statement or the Prospectus which in the representatives of the Underwriters’ opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Debt Securities.

(b) If, after giving effect to any arrangements for the purchase of the Debt Securities of a defaulting Underwriter or Underwriters by the representatives of the Underwriters and Brazil as provided in subsection (a) above, the aggregate principal amount of such Debt Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Debt Securities, then Brazil shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Debt Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Debt Securities which such Underwriter agreed to purchase hereunder) of the Debt Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Debt Securities of a defaulting Underwriter or Underwriters by the representatives of the Underwriters and Brazil as provided in subsection (a) above, the aggregate principal amount of Debt Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Debt Securities, or if Brazil shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Debt Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or Brazil, except for the expenses to be borne by Brazil and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. Survival. The respective indemnities, agreements, representations, warranties and other statements of Brazil and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter, or any controlling person of any Underwriter or Brazil, or any government official of Brazil, and shall survive delivery of and payment for the Debt Securities.

12. Effects of Termination. If this Agreement shall be terminated pursuant to Section 10 hereof, Brazil shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, the Debt Securities are not delivered by or on behalf of Brazil as provided herein, Brazil will reimburse the Underwriters through the representatives of the Underwriters for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Debt Securities, but Brazil shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. Notices. All communications under this Agreement will be in writing and effective only on receipt, and will be mailed or delivered and confirmed to each Underwriter and Brazil at the respective addresses specified in the Terms Agreement or otherwise furnished to each Underwriter or Brazil, respectively, in writing for the purpose of communications under this Agreement.

 

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14. Binding Effect. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, Brazil and, to the extent provided in Sections 9 and 11 hereof, the appropriate officials of Brazil, the officers and directors and each person who controls any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Debt Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15. Arbitration.

(a) (i) If any dispute, controversy or claim arising out of or relating to this Agreement or the transactions contemplated hereby, including the existence, performance, interpretation, construction, breach, termination or invalidity thereof (a “Dispute”) (other than a Dispute which is made the subject of a suit, action or proceeding brought against Brazil in a competent court in Brazil) shall arise between the Underwriters, on the one hand, and Brazil, on the other, the Underwriters, or Brazil, as the case may be (the “Referring Party”), shall by written notice (the “Referral Notice”) to Brazil or the Underwriters, as the case may be (the “Other Party”), refer such Dispute to arbitration and the Other Party shall upon receipt of the Referral Notice be obligated to refer such Dispute to arbitral proceedings as set forth herein. The Referral Notice shall describe the nature of such dispute, difference or question and request the formation of an arbitral tribunal. Any Dispute shall be finally settled by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law (excluding Article 26 thereof) in effect on the date of this Agreement (the “UNCITRAL Arbitration Rules”). The number of arbitrators shall be three, to be appointed in accordance with Section II of the UNCITRAL Arbitration Rules, which, among other things, provides that (A) the Referring Party and the Other Party shall each appoint one arbitrator (such appointment to be made within 30 calendar days of receipt of the Referral Notice), (B) the two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the tribunal and (C) if within 30 calendar days after the appointment of the second arbitrator the two arbitrators have not agreed on the choice of a presiding arbitrator, the presiding arbitrator shall be appointed under Article 6 of the UNCITRAL Arbitration Rules. The appointing authority shall be the Chairman of the International Court of Arbitration of the International Chamber of Commerce. The third arbitrator may be (but need not be) of the same nationality as any of the parties to the arbitration. Such arbitral proceedings shall take place in New York, New York and the language of such proceedings shall be English, but documents or testimony may be submitted in another language if a translation is provided. The arbitrators shall appoint a secretary with offices and facilities in New York, New York to provide administrative support for the proceedings. Any arbitral tribunal established hereunder shall state its reasons for its decisions in writing and shall make such decisions entirely on the basis of the substantive law governing this Agreement and not on the basis of the principle of ex aequo et bono or otherwise. The decision of any such arbitral tribunal shall be final to the fullest extent permitted by law. Brazil agrees that in any such arbitration it will not raise any defense which it could not raise but for the fact that it is a sovereign state. Brazil’s agreement to arbitrate does not constitute a waiver of any right to sovereign immunity from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) to which it may be entitled in jurisdictions other than Brazil with respect to the enforcement of any award rendered by an arbitral tribunal constituted under this Section 15.

(b) For the sole purpose of receiving service of process or other legal summons in connection with obtaining homologation of any arbitral award rendered pursuant to this Section 15 in the Superior Tribunal de Justiça, Brazil hereby represents and warrants that any such process or summons may be served upon it, pursuant to Article 35, section II of Supplementary Law No. 73 of February 10, 1993, by delivery to the Procurador-Geral da União, Ed. Multibrasil Corporate, Sede I AGU, Setor de Autarquias Sul—Quadra 3—Lote 5/6, Brasilia-DF, Brazil, as its authorized agent (the “Authorized Agent”) upon whom any such process or summons may be served by any means permissible under the laws of Brazil. Brazil hereby irrevocably waives any immunity to service of process or other legal summons effected in accordance with this subsection in respect of any action to obtain such judicial acceptance.

(c) Brazil hereby represents and warrants that it has no right to immunity, on the grounds of sovereignty or otherwise, from the service of process or jurisdiction or any judicial proceedings of any competent court located in Brazil or from execution of any judgment in Brazil (except for the limitation on alienation of public property referred to in Article 100 of the Civil Code of Brazil) or from the execution or enforcement therein of any arbitral

 

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decision in respect of any suit, action, proceeding or any other matter arising out of or relating to its obligations under this Agreement or the transactions contemplated hereby, and to the extent that Brazil is or becomes entitled to any such immunity with respect to the service of process or jurisdiction or any judicial proceedings of any competent court located in Brazil, it does hereby and will irrevocably and unconditionally agree not to plead or claim any such immunity with respect to its obligations or any other matter under or arising out of or in connection with this Agreement or the transactions contemplated hereby.

(d) Any action arising out of or based on this Agreement may be instituted by the Underwriters in any competent court in Brazil unless at the time an action is filed an arbitral tribunal has already been constituted pursuant to Section 15(a) to resolve a dispute relating to substantially the same occurrence, transaction, or series of transactions and occurrences, in which case the Dispute shall be resolved pursuant to Section 15(a). Brazil hereby agrees that the Underwriters shall have the right, exercisable at their sole discretion, to institute legal proceedings against Brazil through the proceedings contemplated in Article 910 of the Civil Procedure Code of Brazil of March 16, 2015, effective as of March 18, 2016. Brazil hereby waives irrevocably any immunity from jurisdiction or execution to which it might otherwise be entitled (except for the limitation on alienation of public property under Article 100 of the Civil Code of Brazil) in any action arising out of or based on this Agreement which may be instituted by the Underwriters in any competent court in Brazil.

(e) No arbitral proceedings hereunder shall be binding upon or in any way affect the right or interest of any person other than the claimant or respondent with respect to such arbitration.

16. Judgment Currency. In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the “Judgment Currency”) other than United States dollars, Brazil will indemnify each Underwriter against any loss incurred by such Underwriter as a result of any variation as between (a) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (b) the rate of exchange at which an Underwriter is able to purchase United States dollars with the amount of Judgment Currency actually received by such Underwriter on the business day following the receipt of payment on such judgment or order. The foregoing indemnity shall constitute a separate and independent obligation of Brazil and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars.

17. Time of Essence. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

18. Arm’s Length Contract. Brazil hereby acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to Brazil with respect to the offering of the Debt Securities contemplated hereby (including in connection with determining the terms of the offering of the Debt Securities) and not as a financial advisor or a fiduciary to, or an agent of, Brazil or any other person. Additionally, neither Underwriter is advising Brazil or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Brazil shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to Brazil with respect thereto, except as otherwise set forth herein. Any review by the Underwriters of Brazil, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of Brazil or any other person.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the principles of conflicts of laws thereof that would require the application of the laws of a jurisdiction other than the State of New York, except that authorization and execution of this Agreement by Brazil will be governed by the laws of Brazil.

 

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20. Representation of Underwriters. The representatives of the Underwriters will act for the several Underwriters in connection with the offering of the Debt Securities, and any action under this Agreement taken by the such representatives jointly will be binding upon all the Underwriters.

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original regardless of whether delivered in physical or electronic form; but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile, by portable document format (PDF) or by electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, or other transmission method) transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement and signature pages for all purposes.

 

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Exhibit 3

Names and Addresses of the Underwriters

Banco Bilbao Vizcaya Argentaria, S.A.

One Canada Square, 44th Floor

Canary Wharf

London E14 5AA

United Kingdom

BNP PARIBAS

16, boulevard des Italiens

75009 Paris

France

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

UBS AG London Branch

5 Broadgate

London EC2M 2QS

United Kingdom

Exhibit 4

THE FEDERATIVE REPUBLIC OF BRAZIL

UNLESS THIS REGISTERED GLOBAL BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE “COMMON DEPOSITARY”), AS COMMON DEPOSITARY FOR EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE REPUBLIC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR ITS NOMINEE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR ITS NOMINEE OR TO SUCH OTHER ENTITY AS IS NOMINATED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY OR ITS NOMINEE, HAS AN INTEREST HEREIN.

REGISTERED GLOBAL SECURITIES

representing

€[__________]

4.000% Global Bonds Due 2030

ISIN No.: XS3344411486

Common Code: 334441148

The Federative Republic of Brazil (the “Republic”), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, or registered assigns, as the nominee of The Bank of New York Mellon, London Branch (the “Common Depositary”), upon surrender hereof of the principal sum of [__________] EUROS (€[__________]) or such amount as shall be the outstanding principal amount hereof on April 23, 2030, together with interest accrued from the issue date to, but excluding, the maturity date, or on such earlier date as the principal hereof may become due in accordance with the provisions hereof and to pay the redemption amount in connection with any optional redemption as provided in paragraph 3 of the attached Terms of the Debt Security. The Republic further unconditionally promises to pay interest annually in arrears on April 23 (“Interest Payment Date”), commencing April 23, 2027 on any outstanding portion of the unpaid principal amount hereof at 4.000% per annum. Interest shall accrue from and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from April 23, 2026 until payment of said principal sum has been made or duly provided for, and shall be payable to

Holders of record as of April 8 of each year (each, a “Record Date”). This is a Global Security deposited with the Common Depositary, and registered in the name of the Common Depositary or its nominee or common custodian, and accordingly, the Common Depositary or its nominee or common custodian, as Holder of record of this Global Security, shall be entitled to receive payments of principal and interest, other than principal and interest due at the maturity date, by wire transfer of immediately available funds. Such payment shall be made exclusively in such coin or currency of the European Union as at the time of payment shall be legal tender for payment of public and private debts. The Republic, the Trustee, any registrar and any paying agent shall be entitled to treat the Common Depositary as the sole Holder of this Global Security.

The statements in the legend relating to the Common Depositary set forth above are an integral part of the terms of this Global Security and by acceptance hereof each Holder of this Global Security agrees to be subject to and bound by the terms and provisions set forth in such legend, if any.

This Global Security is issued in respect of an issue of €[__________] principal amount of 4.000% Global Bonds due 2030 of the Republic and is governed by (i) the Indenture dated as of July 2, 2015 (the “Indenture”) between the Republic and The Bank of New York Mellon, as trustee (the “Trustee”), the terms of which Indenture are incorporated herein by reference, and (ii) by the Terms of the Debt Securities attached hereto. This Global Security shall in all respects be entitled to the same benefits as other Debt Securities under the Indenture and the Terms. All capitalized terms used in this Global Security but not defined herein shall have the meanings assigned to them in the Indenture.

Upon any exchange of all or a portion of this Global Security for Certificated Securities in accordance with the Indenture, this Global Security shall be endorsed on Schedule A to reflect the change of the principal amount evidenced hereby.

Unless the certificate of authentication hereon has been executed by the Trustee, this Global Security shall not be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Republic has caused this instrument to be duly executed.

Dated: April 23, 2026

 

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities issued under the within-mentioned Indenture.

Dated: April 23, 2026

 

Schedule A

 

Date		Principal Amount of Certificated Securities		Remaining Principal Amount of this Global Security		Notation Made By

TERMS AND CONDITIONS OF THE DEBT SECURITIES

1. General. (a) This Debt Security is one of a duly authorized Series of debt securities of the Federative Republic of Brazil (the “Republic”), designated as its 4.000% Global Bonds due 2030 (each debt security of this Series a “Debt Security”, and collectively, the “Debt Securities”), and issued or to be issued in one or more Series pursuant to an Indenture dated as of July 2, 2015 between the Republic and The Bank of New York Mellon, as trustee (the “Trustee”), as amended from time to time (the “Indenture”). The aggregate principal amount of the Debt Securities is €[__________], subject to increase as provided in paragraph 13 below. The Holders of the Debt Securities will be entitled to the benefits of, be bound by, and be deemed to have notice of, all of the provisions of the Indenture. A copy of the Indenture is on file and may be inspected at the Corporate Trust Office. All capitalized terms used in this Debt Security but not defined herein shall have the meanings assigned to them in the Indenture.

(b) The Debt Securities constitute and will constitute direct, general, unconditional, unsecured (except as provided for in paragraph 5) and unsubordinated External Indebtedness (as defined below) of the Republic for which the full faith and credit of the Republic is pledged. The Debt Securities rank and will rank without any preference among themselves and equally with all other unsecured and unsubordinated External Indebtedness of the Republic. It is understood that this provision shall not be construed so as to require the Republic to make payments under the Debt Securities ratably with payments being made under any other External Indebtedness.

(c) The Debt Securities are in fully registered form, without coupons and in denominations of €100,000 and integral multiples of €1,000 thereof. The Debt Securities may be issued in certificated form (each a “Certificated Security” and collectively, the “Certificated Securities”), or may be represented by one or more registered global securities (each, a “Global Security”) held by or on behalf of the Common Depositary. Certificated Securities will be available only in the limited circumstances set forth in the Indenture. The Debt Securities, and transfers thereof, shall be registered as provided in Section 2.6 of the Indenture. Any person in whose name a Debt Security shall be registered may (to the fullest extent permitted by applicable law) be treated at all times, by all persons and for all purposes as the absolute owner of such Debt Security regardless of any notice of ownership, theft, loss or any writing thereon.

(d) For the purposes of this paragraph and paragraphs 5 and 6 below, the following terms shall have the meanings specified below:

“Indebtedness” means all unsecured and unsubordinated obligations of the Republic in respect of money borrowed and guarantees given by the Republic in respect of money borrowed by others.

“External Indebtedness” means Indebtedness for money borrowed which is payable by its terms or at the option of its holder in any currency other than the currency of the Republic (other than any such Indebtedness that is originally issued within the Republic).

 

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“Public External Indebtedness” means any Public Indebtedness (as defined below) of the Republic which is payable by its terms or at the option of its holder in any currency other than the currency of the Republic (other than any such Public Indebtedness that is originally issued within the Republic). For this purpose, settlement of original issuance by delivery of Public Indebtedness (or the instruments evidencing such Public Indebtedness including by means of a book entry system) within the Republic shall be deemed to be original issuance within the Republic.

“Public Indebtedness” means any payment obligation, including any contingent liability, of any person arising from bonds, debentures, notes or other securities which (i) are, or were intended at the time of issuance to be, quoted, listed or traded on any securities exchange or other securities market (including, without limiting the generality of the foregoing, securities eligible for resale pursuant to Rule 144A under the Securities Act, as amended (or any successor law or regulation of similar effect)) and (ii) have an original maturity of more than one year or are combined with a commitment so that the original maturity of one year or less may be extended at the option of the Republic to a period in excess of one year.

2. Payments. (a) The Republic covenants and agrees that it will duly and punctually pay or cause to be paid the principal of (and premium, if any, on), and interest (including Additional Amounts (as defined below)) on, the Debt Securities and any other payments to be made by the Republic under the Debt Securities and the Indenture, at the place or places, at the respective times and in the manner provided in the Debt Securities and the Indenture. Principal of the Debt Securities will be payable against surrender of such Debt Securities at the office of The Bank of New York Mellon, London Branch, as paying agent in London, England (the “Paying Agent”) or, subject to applicable laws and regulations, at the office outside of such other paying agent, by Euro check drawn on, or by transfer to a Euro account maintained by the Holder with, a bank located in London, England. Payment of interest or principal (including Additional Amounts) on the Debt Securities will be made to the persons in whose name such Debt Securities are registered at the close of business on the relevant Record Date whether or not such day is a Business Day (as defined below), notwithstanding the cancellation of such Debt Securities upon any transfer or exchange thereof subsequent to the Record Date and prior to such Interest Payment Date; provided that if and to the extent the Republic shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names such Debt Securities are registered as of a subsequent record date established by the Republic by notice, as provided in paragraph 12 of these Terms, by or on behalf of the Republic to the Holders of the Debt Securities not less than 15 days preceding such subsequent record date, such record date to be not less than 10 days preceding the date of payment of such defaulted interest. Notwithstanding the immediately preceding sentence, in the case where such interest or principal (including Additional Amounts) is not punctually paid or duly provided for, the Trustee shall have the right to fix such subsequent record date, and, if fixed by the Trustee, such subsequent record date shall supersede any such subsequent record date fixed by the Republic. Payment of interest on Certificated Securities will be made (i) by a Euro check drawn on a bank in London, England mailed to the Holder at such Holder’s registered address or (ii) upon application by the Holder of at least €1,000,000 in principal amount of Certificated Securities to the Trustee not later than the applicable Record Date, by wire transfer in immediately available funds to a Euro account maintained by the Holder with a bank in London. Payment of interest on a Global Security will be made (i) by a Euro check drawn on a bank in London, England delivered to the Common Depositary at its registered address or (ii) by wire transfer in immediately available funds to a Euro account maintained by the Common Depositary with a bank in London, England. “Business Day” shall mean any day that is a day on which the Trans-European Automated Real-time Settlement Express Transfer (TARGET2) System (or any successor thereto) is open for business and a day on which commercial banks are open for dealing in euro deposits in the London interbank market.

 

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(b) In any case where the date of payment of the principal of, or interest (including Additional Amounts) on, the Debt Securities shall not be a Business Day, then payment of principal or interest (including Additional Amounts) will be made on the next succeeding Business Day at the relevant place of payment. Such payments will be deemed to have been made on the due date, and no interest on the Debt Securities will accrue as a result of the delay in payment. So long as the Trustee holds the funds so deposited and such funds are available to Holders of the Debt Securities in accordance with the terms of the Debt Securities and the Indenture and Holders of the Debt Securities are not prevented from claiming such funds in accordance with the terms of the Debt Securities and the Indenture, the Republic shall not be considered to have defaulted in its obligation to make payment of such amounts on the date on which such amounts become due and payable.

(c) Interest will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid (or from the original issuance date of April 23, 2026, if no interest has been paid on the Debt Securities), to but excluding the next scheduled interest payment date (ACTUAL/ACTUAL (ICMA)).

(d) Any monies deposited with or paid to the Trustee or to any paying agent for the payment of the principal of or interest (including Additional Amounts) on any Debt Security and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable shall be repaid to or for the account of the Republic by the Trustee or such paying agent, upon the written request of the Republic and, to the extent permitted by law, the Holder of such Debt Security shall thereafter look only to the Republic for any payment which such Holder may be entitled to collect, and all liability of the Trustee or such paying agent with respect to such monies shall thereupon cease.

(e) If the Republic at any time defaults in the payment of any principal of, or interest (including Additional Amounts) on the Debt Securities, the Republic will pay interest on the amount in default (to the extent permitted by law), calculated for each day until paid, at the rate of 4.000% per annum, together with Additional Amounts, if applicable.

(f) All payments of principal of and interest and Additional Amounts (as defined below, if any) on the Debt Securities will be payable in Euros, provided that if on or after April 23, 2026, the Euro is unavailable to the Republic due to the imposition of exchange controls or other circumstances beyond the Republic’s control or if the Euro is no longer being used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Debt Securities will be made in U.S. dollars until the Euro is again available to the Republic or so used. The amount payable on any date in Euros will be converted by the calculation agent into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of

 

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conversion, on the basis of the most recent U.S. dollar/Euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of the Debt Securities so made in U.S. dollars will not constitute an Event of Default (as defined below) under the Debt Securities or the Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.

3. Optional Redemption. (a) The Republic may redeem the Debt Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Benchmark Rate (as defined below) plus 25 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Debt Securities to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

(b) For the purposes of this Debt Security,

(1) “Benchmark Rate” means, with respect to any redemption date, the rate per annum equal to the annual equivalent yield to maturity or interpolated maturity of the Comparable Benchmark Issue (as defined below), assuming a price for the Comparable Benchmark Issue (expressed as a percentage of its principal amount) equal to the Comparable Benchmark Price for such redemption date.

(2) “Comparable Benchmark Issue” means the Bundesanleihe security or securities (“Bund”) of the German Government selected by an Independent Investment Banker (as defined below) as having an actual or interpolated maturity comparable to the remaining term of the debt securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities of a comparable maturity to the remaining term of such debt securities.

(3) “Comparable Benchmark Price” means, with respect to any redemption date, (i) the average of the Reference Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Dealer Quotation or (ii) if the Republic obtains fewer than four such Reference Dealer Quotations, the average of all such quotations.

(4) “Independent Investment Banker” means one of the Reference Dealers (as defined below) appointed by the Republic.

(5) “Reference Dealer” means any of Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Merrill Lynch International and UBS AG, London Branch or their affiliates which are dealers of Bund of the German Government, and one other leading dealer of Bund of the German Government designated by the Republic, and their respective successors; provided that if any of the foregoing shall cease to be a dealer of Bund of the German Government, the Republic will substitute therefor another dealer of Bund of the German Government.

 

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(6) “Reference Dealer Quotation” means, with respect to each Reference Dealer and any redemption date, the average, as determined by the Republic, of the bid and asked prices for the Comparable Benchmark Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Republic by such Reference Dealer at 3:30 p.m., Frankfurt, Germany time on the third business day preceding such redemption date.

(c) The Republic’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

(d) Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Euroclear’s or Clearstream’s procedures, as applicable) at least 10 days but not more than 60 days before the redemption date to each holder of Debt Securities to be redeemed.

(e) In the case of a partial redemption, selection of the Debt Securities for redemption will be made on a pro rata basis in accordance with the applicable rules and procedures of the Common Depositary, or in the case of certificated bonds, any other method in accordance with the policies and procedures of the Trustee. No Debt Securities of a principal amount of €100,000 or less will be redeemed in part. If any Debt Security is to be redeemed in part only, the notice of redemption that relates to the Debt Security will state the portion of the principal amount of the Debt Security to be redeemed. A new Debt Security in a principal amount equal to the unredeemed portion of the Debt Security will be issued in the name of the holder of the Debt Security upon surrender for cancellation of the original Debt Security. For so long as the Debt Securities are held by the Common Depositary, the redemption of the Debt Securities shall be done in accordance with the policies and procedures of Euroclear or Clearstream, as applicable. Unless the Republic defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on the Debt Securities or portions thereof called for redemption.

(f) Unless otherwise specified on the face hereof, this Debt Security will not be entitled to the benefit of a sinking fund.

(g) Unless otherwise specified and subject to the terms set forth on the face hereof, this Debt Security will not be repayable prior to the maturity date at the option of the registered holder hereof.

(h) The Republic may at any time purchase any of the Debt Securities in any manner and at any price. All Debt Securities purchased by or on behalf of the Republic may be held, resold, or surrendered for cancellation.

4. Additional Amounts. All payments by the Republic in respect of the Debt Securities shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of the Republic, or any political subdivision or taxing authority or agency therein or thereof having the power to tax (collectively, “Relevant Tax”), unless the withholding or

 

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deduction of such Relevant Tax is required by law. In that event, the Republic shall pay such additional amounts (“Additional Amounts”), as may be necessary to ensure that the amounts received by the Holders after such withholding or deduction shall equal the respective amounts of principal and interest that would have been receivable in respect of the Debt Securities in the absence of such withholding or deduction; provided, however, that no such Additional Amounts shall be payable in respect of any Relevant Tax:

(i) imposed by reason of a Holder or beneficial owner of a Debt Security having some present or former connection with the Republic other than merely being a Holder or beneficial owner of the Debt Security or receiving payments of any nature on the Debt Security or enforcing its rights in respect of the Debt Security;

(ii) imposed by reason of the failure of a Holder or beneficial owner of a Debt Security, or any other person through which the Holder or beneficial owner holds a Debt Security, to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Republic of such Holder or beneficial owner or other person, if compliance with the requirement is a precondition to exemption from all or any portion of such withholding or deduction; or

(iii) imposed by reason of a Holder or beneficial owner of a Debt Security, or any other person through which the Holder or beneficial owner holds a Debt Security, having presented the Debt Security for payment (where such presentation is required) more than 30 days after the Relevant Date (as defined below), except to the extent that the Holder or beneficial owner or such other person would have been entitled to Additional Amounts on presenting the Debt Security for payment on any date during such 30-day period.

As used in this paragraph 4(iii), “Relevant Date” in respect of any Debt Security means the date on which payment in respect thereof first becomes due or, if the full amount of the money payable has not been received by the Trustee on or prior to such due date, the date on which notice is duly given to the Holders in the manner described in paragraph 12 below that such monies have been so received and are available for payment. Any reference to “principal” and/or “interest” hereunder shall be deemed to include any Additional Amounts which may be payable hereunder.

5. Negative Pledge Covenant of Republic. (a) So long as any Debt Security remains outstanding or any amount payable by the Republic under the Indenture shall remain unpaid, the Republic agrees that the Republic will not create or permit to subsist any Lien (as defined below) other than Permitted Liens (as defined below) in the whole or any part of the Republic’s present or future revenues or assets to secure Public External Indebtedness (as defined below) of the Republic, unless (i) the Debt Security is secured equally and ratably with such Public External Indebtedness or (ii) the Debt Security has the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved by the Holders of such Debt Security as provided in Article Eleven of the Indenture.

 

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(b) For purposes hereof:

“Lien” means any lien, pledge, mortgage, security interest or other encumbrance.

“Permitted Liens” means: (i) any Lien created prior to the date hereof including renewals or refinancing thereof, provided, however, that any renewal or refinancing of any such Lien secures only the renewal or extension of the original secured financing;

(ii) any Lien securing Public External Indebtedness incurred or assumed by the Republic in connection with a Project Financing (as defined below), provided that the property over which such Lien is granted consists solely of assets or revenues of the project for which the Project Financing was incurred;

(iii) any Lien securing Public External Indebtedness which (i) is issued by the Republic in exchange for secured indebtedness of Brazilian public sector bodies (other than the Republic) and (ii) is in an aggregate principal amount outstanding (with debt denominated in currencies other than U.S. dollars expressed in U.S. dollars based on rates of exchange prevailing at the date such debt was incurred) that does not exceed U.S.$25,000,000; and

(iv) any Lien securing Public External Indebtedness incurred or assumed by the Republic to finance or refinance the acquisition of the assets in which such Lien has been created or permitted to subsist.

“Project Financing” means any financing of all or part of the costs of the acquisition, construction or development of any project and the person or persons providing such financing expressly agree to limit their recourse to the project financed and the revenues derived from such project as the principal source of repayment for the monies advanced.

6. Events of Default; Acceleration. If one or more of the following events (“Events of Default”) shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, award or order of any court or arbitral tribunal or any order, rule or regulation of any administrative or governmental body):

(a) default in any payment of principal of (or premium, if any, on), or interest on any of the Debt Securities of this series and the continuance of such default for a period of 30 days;

(b) default which is materially prejudicial to the interests of the holders of the Debt Securities of this series in the performance of any other obligation under the Debt Securities of this series and the continuance of such default for a period of 60 days after written notice requiring the same to be remedied shall have been given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of this series then Outstanding;

(c) acceleration of in excess of U.S.$25,000,000 (or its equivalent in any other currency) in aggregate principal amount of Public External Indebtedness of the Republic by reason of an event of default (however described) resulting from the failure of the Republic to make any payment of principal (or premium, if any), or interest thereunder when due;

 

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(d) failure to make any payment in respect of Public External Indebtedness of the Republic in an aggregate principal amount in excess of U.S.$25,000,000 (or its equivalent in any other currency) when due (as such date may be extended by virtue of any applicable grace period or waiver) and the continuance of such failure for a period of 30 days after written notice requiring the same to be remedied shall have been given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of this series then Outstanding;

(e) declaration by the Republic of a moratorium with respect to the payment of principal of or interest on Public External Indebtedness of the Republic which does not expressly exclude the Debt Securities of this series and which is materially prejudicial to the interests of the holders of the Debt Securities of this series; or

(f) denial by the Republic of its obligations under the Debt Securities of this series;

then in each and every such case, the Trustee or the Holders (the “Demanding Holders”) (acting individually or together) of not less than 25% of the aggregate Outstanding principal amount of the Debt Securities, upon notice in writing to the Republic, with a copy to the Trustee, of any such Event of Default and its continuance, may declare the principal (and premium, if any) amount of all the Debt Securities due and payable immediately, and the same shall become and shall be due and payable upon the date that such written notice is received by or on behalf of the Republic, unless prior to such date all Events of Default in respect of all the Debt Securities shall have been cured; provided that if, at any time after the principal (and premium, if any) of the Debt Securities shall have been so declared due and payable, and before the sale of any property pursuant to any judgment, decree or the execution of an arbitral award for the payment of monies due which shall have been obtained or entered in connection with the Debt Securities, pursuant to Section 9.8 of the Indenture and paragraph 17 hereof, the Republic shall pay or shall deposit (or cause to be paid or deposited) with the Trustee a sum sufficient to pay all matured installments of interest and principal (and premium, if any) upon all the Debt Securities which shall have become due otherwise than solely by acceleration (with interest on overdue installments of interest, to the extent permitted by law, and on such principal (and premium, if any) of each Debt Security at the rate of interest specified herein, to the date of such payment of interest or principal (and premium, if any)) and such amount as shall be sufficient to cover reasonable compensation to the Demanding Holders, the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and all other documented expenses and liabilities reasonably incurred, and all advances made for documented expenses and legal fees, reasonably incurred by the Demanding Holders, the Trustee and each predecessor Trustee, and if any and all Events of Default hereunder, other than the nonpayment of the principal of the Debt Securities which shall have become due solely by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, and in every such case, the Holders of more than 50% in aggregate principal amount of the Debt Securities then Outstanding, by written notice to the Republic and to the Trustee, may, on behalf of all of the Holders, waive all defaults and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. Actions by Holders pursuant to this paragraph 6 need not be taken at a meeting pursuant to paragraph 7 hereof. Actions by the Trustee and the Holders pursuant to this paragraph 6 are subject to Article Four of the Indenture.

 

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If an Event of Default with respect to the Debt Securities shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

7. Holders’ Meetings and Written Action. The Indenture sets forth the provisions for the convening of meetings of Holders of Debt Securities and actions taken by written consent of the Holders of Debt Securities.

8. Replacement, Exchange and Transfer of the Debt Securities. (a) Upon the terms and subject to the conditions set forth in the Indenture, in case any Debt Security shall become mutilated, defaced or be apparently destroyed, lost or stolen, the Republic in its discretion may execute, and upon the request of the Republic, the Trustee shall authenticate and deliver, a new Debt Security bearing a number not contemporaneously Outstanding, in exchange and substitution for the mutilated or defaced Debt Security, or in lieu of and in substitution for the apparently destroyed, lost or stolen Debt Security. In every case, the applicant for a substitute Debt Security shall furnish to the Republic and to the Trustee such security or indemnity as may be required by each of them to indemnify, defend and to save each of them and any agent of the Republic or the Trustee harmless and, in every case of destruction loss or theft, evidence to their satisfaction of the apparent destruction, loss or theft of such Debt Security and of the ownership thereof. Upon the issuance of any substitute Debt Security, the Holder of such Debt Security, if so requested by the Republic, shall pay a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Debt Security.

(b) Upon the terms and subject to the conditions set forth in the Indenture, and subject to paragraph 8(e) hereof, a Certificated Security or Securities may be exchanged for an equal aggregate principal amount of Certificated Securities in different authorized denominations and a beneficial interest in the Global Security may be exchanged for an equal aggregate principal amount of Certificated Securities in different authorized denominations or for an equal aggregate principal amount of beneficial interests in another Global Security in different authorized denominations by the Holder or Holders surrendering the Debt Security or Debt Securities for exchange at the Corporate Trust Office, together with a written request for the exchange. Certificated Securities will only be issued in exchange for interests in a Global Security pursuant to Section 2.5(e) and 2.5(f) of the Indenture. The exchange of the Debt Securities will be made by the Trustee.

(c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to paragraph 8(e) hereof, a Certificated Security may be transferred in whole or in part (in an amount equal to the authorized denomination or any integral multiple thereof) by the Holder or Holders surrendering the Certificated Security for transfer at the Corporate Trust Office accompanied by an executed instrument of transfer substantially as set forth in Exhibit F to the Indenture. The registration of transfer of the Debt Securities will be made by the Trustee.

 

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(d) The costs and expenses of effecting any exchange, transfer or registration of transfer pursuant to this paragraph 8 will be borne by the Republic, except for the expenses of delivery (if any) not made by regular mail and the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge that may be imposed in relation thereto, which will be borne by the Holder of the Debt Security. Registration of the transfer of a Debt Security by the Trustee shall be deemed to be the acknowledgment of such transfer on behalf of the Republic.

(e) The Trustee may decline to accept any request for an exchange or registration of transfer of any Debt Security during the period of 5 days preceding the due date for any payment of principal of, (or premium, if any, on), or interest on, the Debt Securities.

9. Trustee. For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made to the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.

10. Paying Agent; Transfer Agent; Registrar. The Republic has initially appointed the paying agent, transfer agent, calculation agent, and registrar listed at the foot of this Debt Security. The Republic may at any time appoint additional or other paying agents, transfer agents, calculation agents, and registrars and terminate the appointment of those or any paying agents, transfer agents and registrar, provided that while the Debt Securities are Outstanding the Republic will maintain in London, England (i) a paying agent, (ii) an office or agency where the Debt Securities may be presented for exchange, transfer and registration of transfer as provided in the Indenture and (iii) a registrar; provided that the registrar shall not be in the United Kingdom. Notice of any such termination or appointment and of any change in the office through which any paying agent, transfer agent or registrar will act will be promptly given in the manner described in paragraph 12 hereof.

11. Enforcement. Except as provided in Section 4.6 of the Indenture, no Holder of any Debt Securities of any Series shall have any right by virtue of or by availing itself of any provision of the Indenture or of the Debt Securities of such Series to institute any suit, action or proceeding upon or under or with respect to the Indenture or of the Debt Securities, or for any other remedy hereunder or under the Debt Securities, unless (a) such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof with respect to such Series of Debt Securities, (b) the Holders of not less than 25% in aggregate principal amount Outstanding of Debt Securities of such Series shall have made specific written request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have provided to the Trustee such reasonable indemnity or other security as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (c) the Trustee for 60 days after its receipt of such notice, request and provision of indemnity or other security, shall have failed to institute any such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9 of the Indenture; it being understood and intended, and being expressly covenanted by every Holder of Debt Securities of a Series with every other Holder of Debt Securities of such Series and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing itself of any provision of the Indenture or of the Debt Securities to affect, disturb or prejudice the rights of any other Holder of Debt Securities of such Series or to obtain priority over or

 

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preference to any other such Holder, or to enforce any right under the Indenture or under the Debt Securities of such Series, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities of such Series. For the protection and enforcement of this paragraph 11, each and every Holder and the Trustee shall be entitled to such relief as can be given at law.

12. Notices. Notices to holders of Debt Securities shall be sufficiently given if mailed to the holders at the address appearing in the security register maintained by the Trustee and, so long as the Debt Securities are listed on the London Stock Exchange and the rules of such exchange shall so require, if published in an Authorized Newspaper (as defined below) in London. The Republic will mail any notices to the Holders of the Debt Securities at their registered addresses as reflected in the books and records of the Trustee. So long as the Debt Securities are represented by a global security deposited with the Common Depositary, notices to be given to Holders will be given to Euroclear and Clearstream in accordance with their applicable rules and procedures in effect from time to time. The Republic will consider any mailed notice to have been given at the time it is mailed. If at any time publication in any such newspaper is not practicable, notices will be valid if published in such English language newspaper with general circulation in the respective market regions as the Republic shall determine. In the case of Debt Securities in global form, notices to holders of Debt Securities may be sent in accordance with the procedures of Euroclear or Clearstream, as applicable. “Authorized Newspaper” means a newspaper, in an official language in the country of publication or in the English language, customarily published on each Monday, Tuesday, Wednesday, Thursday and Friday, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. Where successive publications are made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Monday, Tuesday, Wednesday, Thursday or Friday. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Debt Security shall affect the sufficiency of any notice with respect to any other Debt Securities. In case by reason of the suspension of publication of any Authorized Newspaper or by reason of any other cause it shall be impracticable to publish any notice as provided above, then such notification shall be given in another manner consistent with the rules of the London Stock Exchange. Such notices shall be deemed to have been given on the date of (i) such publication or, if published in such newspapers on different dates, on the date of the first such publication and (ii) in the case of any notice mailed or made through the Common Depositary or its nominee, on the date of mailing or transmission, as applicable.

13. Further Issues of Debt Securities. The Republic may from time to time, without the consent of Holders of the Debt Securities, create and issue additional Debt Securities having the same Terms as the Debt Securities in all respects, except for the issue date, issue price and first interest payment on the Debt Securities; provided, however, that any additional debt securities subsequently issued shall be fungible with the previously Outstanding Debt Securities for U.S. federal income tax purposes. Additional Debt Securities issued in this manner will be consolidated with and will form a single Series with the previously Outstanding Debt Securities.

 

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14. Prescription. To the extent permitted by law, claims against the Republic for the payment of principal of (and premium, if any, on), or interest or other amounts due on, the Debt Securities (including Additional Amounts) will become void unless made within five years on which that payment first became due (or such shorter period as may be prescribed by applicable law).

15. Authentication. This Debt Security shall not become valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee or its agent.

16. Governing Law. THIS DEBT SECURITY SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THOSE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ALL MATTERS GOVERNING AUTHORIZATION AND EXECUTION OF THIS DEBT SECURITY BY THE REPUBLIC SHALL BE GOVERNED BY THE LAWS OF BRAZIL.

17. Arbitration; Waiver of Sovereign Immunity; Consent to Service Proceedings in Brazil.

(a) (i) Any dispute, controversy or claim between or among any of the Republic, the Trustee and any Holder arising out of or relating to this Indenture or the Debt Securities or any coupon appertaining thereto, including the existence, performance, interpretation, construction, breach, termination or invalidity thereof (a “Dispute”) (other than a Dispute which, as provided for in paragraph 17(e), is made the subject of a suit, action or proceeding brought against the Republic in a competent court in Brazil) shall be finally settled by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law (excluding Article 26 thereof) and in effect on the date of this Indenture (the “UNCITRAL Arbitration Rules”).

(ii) With respect to any claim by any Holder of Debt Securities against the Trustee in any Dispute to which the Trustee is a party, such Holder by invoking these procedures consents to the consolidation, at the election of the Trustee, of any arbitration commenced hereunder with any other arbitration commenced by any Holder of Debt Securities against the Trustee unless the arbitrators in the proceeding first commenced determine the claims do not arise out of substantially the same occurrence, transaction, or series of transactions and occurrences, or that consolidation would prejudice the rights of a party. All Holders of Debt Securities in a consolidated arbitration shall select, within 30 days of the consolidation decision, one arbitrator as the sole party appointed arbitrator on behalf of all Holders parties to the consolidated arbitration.

(iii) In the event of a Dispute between or among two parties, the number of arbitrators shall be three, to be appointed in accordance with Section II of the UNCITRAL Arbitration Rules, which, among other things, provides that (1) each party shall appoint one arbitrator, (2) the two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the tribunal and (3) if within 30 calendar days after the appointment of the second arbitrator the two arbitrators have not agreed on the choice of a presiding arbitrator, the

 

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presiding arbitrator shall be appointed under Article 6 of the UNCITRAL Arbitration Rules. The appointing authority shall be the Chairman of the International Court of Arbitration of the International Chamber of Commerce. The third arbitrator may be (but need not be) of the same nationality as any of the parties to the arbitration. For the purposes of this paragraph 17(a)(iii), one or more Holders of Debt Securities party to a Dispute shall be considered one party to the Dispute and the Holders shall select one arbitrator as the sole party appointed arbitrator on behalf of all Holders parties to the Dispute.

(iv) In the event of a Dispute among the Republic, the Trustee and one or more of the Holders of Debt Securities, the number of arbitrators shall be five. The five arbitrators will be appointed in accordance with Section II of the UNCITRAL Arbitration Rules, which shall be modified to provide for the appointment of two neutral arbitrators and, which, among other things, would thus provide that (1) one arbitrator shall be appointed by each of the Republic, the Trustee and all Holders of Debt Securities parties to such dispute acting together, (2) the three arbitrators thus appointed shall choose two arbitrators one of whom shall act as the presiding arbitrator of the tribunal, and (3) if within 30 calendar days after the appointment of the third arbitrator the three arbitrators have not selected two additional arbitrators and designated one of them as the presiding arbitrator, the additional arbitrators shall be appointed and one of the additional arbitrators shall be designated the presiding arbitrator by an appointing authority in the same way as a sole arbitrator would be appointed under Article 6 of the UNCITRAL Arbitration Rules. The appointing authority shall be the Chairman of the International Court of Arbitration of the International Chamber of Commerce. The presiding arbitrator may be (but need not be) of the same nationality as any of the parties to the arbitration.

(v) The place of arbitration shall be New York, New York. The language of the arbitration shall be English, but documents or testimony may be submitted in another language if a translation is provided. The arbitrators shall appoint a secretary with offices and facilities in New York, New York to provide administrative services in support of the proceedings. Any arbitral tribunal established hereunder shall state its reasons for its decisions in writing and shall make its decisions entirely on the basis of the substantive law specified in Paragraph 17 hereof and not on the principle of ex aequo, et bono or otherwise. The decision of any such arbitral tribunal shall be final to the fullest extent permitted by law.

(b) The Republic hereby agrees that in any arbitration proceedings under this Paragraph 17, it will not raise any defense that it could not raise but for the fact that it is a sovereign state. The Republic’s agreement to arbitrate does not constitute a waiver of any right to sovereign immunity from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) to which it may be entitled in jurisdictions other than Brazil with respect to the enforcement of any award rendered by an arbitral tribunal constituted under this Paragraph 17 or the Indenture.

 

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(c) For the sole purpose of receiving service of process or other legal summons in connection with obtaining homologation of any arbitral award pursuant to this Paragraph 17 in the Superior Tribunal de Justiça, the Republic hereby irrevocably agrees that any such process or summons may be served upon it, pursuant to Article 35, section II of Supplementary Law No. 73 of February 10, 1993, by delivery to the Procurador Geral da União, Ed. Multibrasil Corporate, Sede I AGU, Setor de Autarquias Sul - Quadra 3 - Lote 5/6, Brasilia-DF, Brazil, as its authorized agent (the “Authorized Agent”) upon whom any such process or summons may be served or by any other means permissible under the laws of Brazil.

(d) The Republic hereby represents and warrants that it has no right to immunity, on the grounds of sovereignty or otherwise, from service of process or jurisdiction or any judicial proceedings of any competent court located in Brazil or from execution of any judgment in Brazil (except for the limitation on alienation of public property referred to in Article 100 of the Civil Code of Brazil) or from the execution or enforcement therein of any arbitration decision in respect of any proceeding or any other matter arising out of or relating to its obligations under the Indenture or the Debt Securities or any coupon appertaining thereto, and to the extent that the Republic is or becomes entitled to any such immunity, it irrevocably and unconditionally agrees not to plead or claim any such immunity with respect to its obligations or any other matter under or arising out of or in connection with the Indenture or the Debt Securities or any coupon appertaining thereto.

(e) Any action against the Republic arising out of or based on the Indenture or the Debt Securities or any coupon appertaining thereto may be instituted by the Trustee or the Holder of the Debt Securities in any competent court in Brazil unless at the time an action is filed an arbitral tribunal has already been constituted pursuant to paragraph 17(a) to resolve a Dispute relating to substantially the same occurrence, transaction, or series of transactions and occurrences, in which case the Dispute shall be resolved pursuant to paragraph 17(a). The Republic hereby agrees that its obligation to effect payments of principal of (and premium, if any, on), and interest on this Debt Security constitutes an obligation to pay a sum certain which may be collected through execution proceedings and that the Debt Securities constitute extrajudicial execution instruments (títulos executivos extrajudiciais) in accordance with the provisions of Article 784(II) of the Civil Procedure Code of Brazil of March 16, 2015, effective as of March 18, 2016 for the collection of any amounts due under the Debt Securities and the principal of, (and premium, if any, on), and interest on the Debt Securities, and that a Holder of the Debt Securities or any coupon appertaining thereto shall have the right, exercisable at its sole discretion, to institute legal proceedings against the Republic for the collection of the principal of, (and premium, if any, on), and interest on the Debt Securities through the proceedings contemplated in Article 910 of the Civil Procedure Code of Brazil of March 16, 2015, effective as of March 18, 2016. The Republic hereby waives irrevocably any immunity from jurisdiction or execution (except for the limitation on alienation of public property referred to in Article 100 of the Civil Code of Brazil) to which it might otherwise be entitled in any action arising out of or based on the Indenture, the Debt Securities or any coupon appertaining thereto which may be instituted by the Trustee or any Holder of the Debt Securities or any coupon appertaining thereto in any competent court in Brazil.

 

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(f) No arbitration proceedings hereunder shall be binding upon or in any way affect the right or interest of any person other than the claimant or respondent with respect to such arbitration.

18. Indemnification for Foreign Exchange Fluctuations. The Republic agrees that, if a judgment or order given or made by any court or arbitration tribunal for the payment of any amount in respect of any Debt Security is expressed in a currency (the “judgment currency”) other than the currency in which such Debt Security is denominated (the “denomination currency”), the Republic will pay to the Holders or Trustee, as applicable, any deficiency arising or resulting from any variation in rates of exchange between the date as of which the amount in the denomination currency is notionally converted into the amount in the judgment currency for the purposes of such judgment or order and the date of actual payment thereof. This obligation will constitute a separate and independent obligation from the other obligations under the Debt Securities, will give rise to a separate and independent cause of action, will apply irrespective of any waiver or extension granted from time to time and will continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due in respect of the relevant Debt Security or under any such judgment or order. The term “rates of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into the denomination currency.

19. Warranty of the Republic. Subject to paragraph 15, Republic hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Debt Security and to constitute the same legal, valid and binding obligations of Republic enforceable in accordance with their terms, have been done and performed and have happened in due and strict compliance with all applicable laws.

20. Definitive Headings. The descriptive headings appearing in these Terms are for convenience of reference only and shall not alter, limit or define the provisions hereof.

21. Modifications. (a) Any Modification to the Debt Securities or the Indenture insofar as it affects the Debt Securities shall be made in accordance with Article Ten and Article Eleven of the Indenture.

(b) Any Modification pursuant to this paragraph 21 will be conclusive and binding on all Holders of the Debt Securities, and on all future Holders of the Debt Securities whether or not notation of such Modification is made upon the Debt Securities.

(c) Any instrument given by or on behalf of any Holder of a Debt Security in connection with any consent to or approval of any such Modification will be conclusive and binding on all subsequent Holders of that Debt Security.

22. Repurchase. The Republic may at any time purchase Debt Securities at any price in the open market, in privately negotiated transactions or otherwise. Debt Securities so purchased by or on behalf of the Republic may, at the Republic’s discretion, be held, resold or surrendered to the Trustee for cancellation.

 

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TRUSTEE, REGISTRAR, PAYING AGENT AND TRANSFER AGENT

The Bank of New York Mellon

240 Greenwich Street

New York, New York 10286

United States

PAYING AGENT, CALCULATION AGENT

AND TRANSFER AGENT

The Bank of New York Mellon, London Branch

160 Queen Victoria Street

London EC4V 4LA

United Kingdom

 

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Exhibit 5

THE FEDERATIVE REPUBLIC OF BRAZIL

UNLESS THIS REGISTERED GLOBAL BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE “COMMON DEPOSITARY”), AS COMMON DEPOSITARY FOR EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE REPUBLIC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR ITS NOMINEE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR ITS NOMINEE OR TO SUCH OTHER ENTITY AS IS NOMINATED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY OR ITS NOMINEE, HAS AN INTEREST HEREIN.

REGISTERED GLOBAL SECURITIES

representing

€[__________]

4.875% Global Bonds Due 2033

ISIN No.: XS3344411643

Common Code: 334441164

The Federative Republic of Brazil (the “Republic”), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, or registered assigns, as the nominee of The Bank of New York Mellon, London Branch (the “Common Depositary”), upon surrender hereof of the principal sum of [__________] EUROS (€[__________]) or such amount as shall be the outstanding principal amount hereof on April 23, 2033, together with interest accrued from the issue date to, but excluding, the maturity date, or on such earlier date as the principal hereof may become due in accordance with the provisions hereof and to pay the redemption amount in connection with any optional redemption as provided in paragraph 3 of the attached Terms of the Debt Security. The Republic further unconditionally promises to pay interest annually in arrears on April 23 (“Interest Payment Date”), commencing April 23, 2027 on any outstanding portion of the unpaid principal amount hereof at 4.875% per annum. Interest shall accrue from and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from April 23, 2026 until payment of said principal sum has been made or duly provided for, and shall be payable to

Holders of record as of April 8 of each year (each, a “Record Date”). This is a Global Security deposited with the Common Depositary, and registered in the name of the Common Depositary or its nominee or common custodian, and accordingly, the Common Depositary or its nominee or common custodian, as Holder of record of this Global Security, shall be entitled to receive payments of principal and interest, other than principal and interest due at the maturity date, by wire transfer of immediately available funds. Such payment shall be made exclusively in such coin or currency of the European Union as at the time of payment shall be legal tender for payment of public and private debts. The Republic, the Trustee, any registrar and any paying agent shall be entitled to treat the Common Depositary as the sole Holder of this Global Security.

The statements in the legend relating to the Common Depositary set forth above are an integral part of the terms of this Global Security and by acceptance hereof each Holder of this Global Security agrees to be subject to and bound by the terms and provisions set forth in such legend, if any.

This Global Security is issued in respect of an issue of €[__________] principal amount of 4.875% Global Bonds due 2033 of the Republic and is governed by (i) the Indenture dated as of July 2, 2015 (the “Indenture”) between the Republic and The Bank of New York Mellon, as trustee (the “Trustee”), the terms of which Indenture are incorporated herein by reference, and (ii) by the Terms of the Debt Securities attached hereto. This Global Security shall in all respects be entitled to the same benefits as other Debt Securities under the Indenture and the Terms. All capitalized terms used in this Global Security but not defined herein shall have the meanings assigned to them in the Indenture.

Upon any exchange of all or a portion of this Global Security for Certificated Securities in accordance with the Indenture, this Global Security shall be endorsed on Schedule A to reflect the change of the principal amount evidenced hereby.

Unless the certificate of authentication hereon has been executed by the Trustee, this Global Security shall not be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Republic has caused this instrument to be duly executed.

Dated: April 23, 2026

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities issued under the within-mentioned Indenture.

Dated: April 23, 2026

 

Schedule A

 

Date		Principal Amount of Certificated Securities		Remaining Principal Amount of this Global Security		Notation Made By

TERMS AND CONDITIONS OF THE DEBT SECURITIES

1. General. (a) This Debt Security is one of a duly authorized Series of debt securities of the Federative Republic of Brazil (the “Republic”), designated as its 4.875% Global Bonds due 2033 (each debt security of this Series a “Debt Security”, and collectively, the “Debt Securities”), and issued or to be issued in one or more Series pursuant to an Indenture dated as of July 2, 2015 between the Republic and The Bank of New York Mellon, as trustee (the “Trustee”), as amended from time to time (the “Indenture”). The aggregate principal amount of the Debt Securities is €[__________], subject to increase as provided in paragraph 13 below. The Holders of the Debt Securities will be entitled to the benefits of, be bound by, and be deemed to have notice of, all of the provisions of the Indenture. A copy of the Indenture is on file and may be inspected at the Corporate Trust Office. All capitalized terms used in this Debt Security but not defined herein shall have the meanings assigned to them in the Indenture.

(b) The Debt Securities constitute and will constitute direct, general, unconditional, unsecured (except as provided for in paragraph 5) and unsubordinated External Indebtedness (as defined below) of the Republic for which the full faith and credit of the Republic is pledged. The Debt Securities rank and will rank without any preference among themselves and equally with all other unsecured and unsubordinated External Indebtedness of the Republic. It is understood that this provision shall not be construed so as to require the Republic to make payments under the Debt Securities ratably with payments being made under any other External Indebtedness.

(c) The Debt Securities are in fully registered form, without coupons and in denominations of €100,000 and integral multiples of €1,000 thereof. The Debt Securities may be issued in certificated form (each a “Certificated Security” and collectively, the “Certificated Securities”), or may be represented by one or more registered global securities (each, a “Global Security”) held by or on behalf of the Common Depositary. Certificated Securities will be available only in the limited circumstances set forth in the Indenture. The Debt Securities, and transfers thereof, shall be registered as provided in Section 2.6 of the Indenture. Any person in whose name a Debt Security shall be registered may (to the fullest extent permitted by applicable law) be treated at all times, by all persons and for all purposes as the absolute owner of such Debt Security regardless of any notice of ownership, theft, loss or any writing thereon.

(d) For the purposes of this paragraph and paragraphs 5 and 6 below, the following terms shall have the meanings specified below:

“Indebtedness” means all unsecured and unsubordinated obligations of the Republic in respect of money borrowed and guarantees given by the Republic in respect of money borrowed by others.

“External Indebtedness” means Indebtedness for money borrowed which is payable by its terms or at the option of its holder in any currency other than the currency of the Republic (other than any such Indebtedness that is originally issued within the Republic).

“Public External Indebtedness” means any Public Indebtedness (as defined below) of the Republic which is payable by its terms or at the option of its holder in any currency other than the currency of the Republic (other than any such Public Indebtedness that is originally issued within the Republic). For this purpose, settlement of original issuance by delivery of Public Indebtedness (or the instruments evidencing such Public Indebtedness including by means of a book entry system) within the Republic shall be deemed to be original issuance within the Republic.

 

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“Public Indebtedness” means any payment obligation, including any contingent liability, of any person arising from bonds, debentures, notes or other securities which (i) are, or were intended at the time of issuance to be, quoted, listed or traded on any securities exchange or other securities market (including, without limiting the generality of the foregoing, securities eligible for resale pursuant to Rule 144A under the Securities Act, as amended (or any successor law or regulation of similar effect)) and (ii) have an original maturity of more than one year or are combined with a commitment so that the original maturity of one year or less may be extended at the option of the Republic to a period in excess of one year.

2. Payments. (a) The Republic covenants and agrees that it will duly and punctually pay or cause to be paid the principal of (and premium, if any, on), and interest (including Additional Amounts (as defined below)) on, the Debt Securities and any other payments to be made by the Republic under the Debt Securities and the Indenture, at the place or places, at the respective times and in the manner provided in the Debt Securities and the Indenture. Principal of the Debt Securities will be payable against surrender of such Debt Securities at the office of The Bank of New York Mellon, London Branch, as paying agent in London, England (the “Paying Agent”) or, subject to applicable laws and regulations, at the office outside of such other paying agent, by Euro check drawn on, or by transfer to a Euro account maintained by the Holder with, a bank located in London, England. Payment of interest or principal (including Additional Amounts) on the Debt Securities will be made to the persons in whose name such Debt Securities are registered at the close of business on the relevant Record Date whether or not such day is a Business Day (as defined below), notwithstanding the cancellation of such Debt Securities upon any transfer or exchange thereof subsequent to the Record Date and prior to such Interest Payment Date; provided that if and to the extent the Republic shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names such Debt Securities are registered as of a subsequent record date established by the Republic by notice, as provided in paragraph 12 of these Terms, by or on behalf of the Republic to the Holders of the Debt Securities not less than 15 days preceding such subsequent record date, such record date to be not less than 10 days preceding the date of payment of such defaulted interest. Notwithstanding the immediately preceding sentence, in the case where such interest or principal (including Additional Amounts) is not punctually paid or duly provided for, the Trustee shall have the right to fix such subsequent record date, and, if fixed by the Trustee, such subsequent record date shall supersede any such subsequent record date fixed by the Republic. Payment of interest on Certificated Securities will be made (i) by a Euro check drawn on a bank in London, England mailed to the Holder at such Holder’s registered address or (ii) upon application by the Holder of at least €1,000,000 in principal amount of Certificated Securities to the Trustee not later than the applicable Record Date, by wire transfer in immediately available funds to a Euro account maintained by the Holder with a bank in London. Payment of interest on a Global Security will be made (i) by a Euro check drawn on a bank in London, England delivered to the Common Depositary at its registered address or (ii) by wire transfer in immediately available funds to a Euro account maintained by the Common Depositary with a bank in London, England. “Business Day” shall mean any day that is a day on which the Trans-European Automated Real-time Settlement Express Transfer (TARGET2) System (or any successor thereto) is open for business and a day on which commercial banks are open for dealing in euro deposits in the London interbank market.

 

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(b) In any case where the date of payment of the principal of, or interest (including Additional Amounts) on, the Debt Securities shall not be a Business Day, then payment of principal or interest (including Additional Amounts) will be made on the next succeeding Business Day at the relevant place of payment. Such payments will be deemed to have been made on the due date, and no interest on the Debt Securities will accrue as a result of the delay in payment. So long as the Trustee holds the funds so deposited and such funds are available to Holders of the Debt Securities in accordance with the terms of the Debt Securities and the Indenture and Holders of the Debt Securities are not prevented from claiming such funds in accordance with the terms of the Debt Securities and the Indenture, the Republic shall not be considered to have defaulted in its obligation to make payment of such amounts on the date on which such amounts become due and payable.

(c) Interest will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid (or from the original issuance date of April 23, 2026, if no interest has been paid on the Debt Securities), to but excluding the next scheduled interest payment date (ACTUAL/ACTUAL (ICMA)).

(d) Any monies deposited with or paid to the Trustee or to any paying agent for the payment of the principal of or interest (including Additional Amounts) on any Debt Security and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable shall be repaid to or for the account of the Republic by the Trustee or such paying agent, upon the written request of the Republic and, to the extent permitted by law, the Holder of such Debt Security shall thereafter look only to the Republic for any payment which such Holder may be entitled to collect, and all liability of the Trustee or such paying agent with respect to such monies shall thereupon cease.

(e) If the Republic at any time defaults in the payment of any principal of, or interest (including Additional Amounts) on the Debt Securities, the Republic will pay interest on the amount in default (to the extent permitted by law), calculated for each day until paid, at the rate of 4.875% per annum, together with Additional Amounts, if applicable.

(f) All payments of principal of and interest and Additional Amounts (as defined below, if any) on the Debt Securities will be payable in Euros, provided that if on or after April 23, 2026, the Euro is unavailable to the Republic due to the imposition of exchange controls or other circumstances beyond the Republic’s control or if the Euro is no longer being used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Debt Securities will be made in U.S. dollars until the Euro is again available to the Republic or so used. The amount payable on any date in Euros will be converted by the calculation agent into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of

 

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conversion, on the basis of the most recent U.S. dollar/Euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of the Debt Securities so made in U.S. dollars will not constitute an Event of Default (as defined below) under the Debt Securities or the Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.

3. Optional Redemption. (a) The Republic may redeem the Debt Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Benchmark Rate (as defined below) plus 35 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Debt Securities to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

(b) For the purposes of this Debt Security,

(1) “Benchmark Rate” means, with respect to any redemption date, the rate per annum equal to the annual equivalent yield to maturity or interpolated maturity of the Comparable Benchmark Issue (as defined below), assuming a price for the Comparable Benchmark Issue (expressed as a percentage of its principal amount) equal to the Comparable Benchmark Price for such redemption date.

(2) “Comparable Benchmark Issue” means the Bundesanleihe security or securities (“Bund”) of the German Government selected by an Independent Investment Banker (as defined below) as having an actual or interpolated maturity comparable to the remaining term of the debt securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities of a comparable maturity to the remaining term of such debt securities.

(3) “Comparable Benchmark Price” means, with respect to any redemption date, (i) the average of the Reference Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Dealer Quotation or (ii) if the Republic obtains fewer than four such Reference Dealer Quotations, the average of all such quotations.

(4) “Independent Investment Banker” means one of the Reference Dealers (as defined below) appointed by the Republic.

(5) “Reference Dealer” means any of Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Merrill Lynch International and UBS AG, London Branch or their affiliates which are dealers of Bund of the German Government, and one other leading dealer of Bund of the German Government designated by the Republic, and their respective successors; provided that if any of the foregoing shall cease to be a dealer of Bund of the German Government, the Republic will substitute therefor another dealer of Bund of the German Government.

 

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(6) “Reference Dealer Quotation” means, with respect to each Reference Dealer and any redemption date, the average, as determined by the Republic, of the bid and asked prices for the Comparable Benchmark Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Republic by such Reference Dealer at 3:30 p.m., Frankfurt, Germany time on the third business day preceding such redemption date.

(c) The Republic’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

(d) Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Euroclear’s or Clearstream’s procedures, as applicable) at least 10 days but not more than 60 days before the redemption date to each holder of Debt Securities to be redeemed.

(e) In the case of a partial redemption, selection of the Debt Securities for redemption will be made on a pro rata basis in accordance with the applicable rules and procedures of the Common Depositary, or in the case of certificated bonds, any other method in accordance with the policies and procedures of the Trustee. No Debt Securities of a principal amount of €100,000 or less will be redeemed in part. If any Debt Security is to be redeemed in part only, the notice of redemption that relates to the Debt Security will state the portion of the principal amount of the Debt Security to be redeemed. A new Debt Security in a principal amount equal to the unredeemed portion of the Debt Security will be issued in the name of the holder of the Debt Security upon surrender for cancellation of the original Debt Security. For so long as the Debt Securities are held by the Common Depositary, the redemption of the Debt Securities shall be done in accordance with the policies and procedures of Euroclear or Clearstream, as applicable. Unless the Republic defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on the Debt Securities or portions thereof called for redemption.

(f) Unless otherwise specified on the face hereof, this Debt Security will not be entitled to the benefit of a sinking fund.

(g) Unless otherwise specified and subject to the terms set forth on the face hereof, this Debt Security will not be repayable prior to the maturity date at the option of the registered holder hereof.

(h) The Republic may at any time purchase any of the Debt Securities in any manner and at any price. All Debt Securities purchased by or on behalf of the Republic may be held, resold, or surrendered for cancellation.

4. Additional Amounts. All payments by the Republic in respect of the Debt Securities shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of the Republic, or any political subdivision or taxing authority or agency therein or thereof having the power to tax (collectively, “Relevant Tax”), unless the withholding or

 

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deduction of such Relevant Tax is required by law. In that event, the Republic shall pay such additional amounts (“Additional Amounts”), as may be necessary to ensure that the amounts received by the Holders after such withholding or deduction shall equal the respective amounts of principal and interest that would have been receivable in respect of the Debt Securities in the absence of such withholding or deduction; provided, however, that no such Additional Amounts shall be payable in respect of any Relevant Tax:

(i) imposed by reason of a Holder or beneficial owner of a Debt Security having some present or former connection with the Republic other than merely being a Holder or beneficial owner of the Debt Security or receiving payments of any nature on the Debt Security or enforcing its rights in respect of the Debt Security;

(ii) imposed by reason of the failure of a Holder or beneficial owner of a Debt Security, or any other person through which the Holder or beneficial owner holds a Debt Security, to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Republic of such Holder or beneficial owner or other person, if compliance with the requirement is a precondition to exemption from all or any portion of such withholding or deduction; or

(iii) imposed by reason of a Holder or beneficial owner of a Debt Security, or any other person through which the Holder or beneficial owner holds a Debt Security, having presented the Debt Security for payment (where such presentation is required) more than 30 days after the Relevant Date (as defined below), except to the extent that the Holder or beneficial owner or such other person would have been entitled to Additional Amounts on presenting the Debt Security for payment on any date during such 30-day period.

As used in this paragraph 4(iii), “Relevant Date” in respect of any Debt Security means the date on which payment in respect thereof first becomes due or, if the full amount of the money payable has not been received by the Trustee on or prior to such due date, the date on which notice is duly given to the Holders in the manner described in paragraph 12 below that such monies have been so received and are available for payment. Any reference to “principal” and/or “interest” hereunder shall be deemed to include any Additional Amounts which may be payable hereunder.

5. Negative Pledge Covenant of Republic. (a) So long as any Debt Security remains outstanding or any amount payable by the Republic under the Indenture shall remain unpaid, the Republic agrees that the Republic will not create or permit to subsist any Lien (as defined below) other than Permitted Liens (as defined below) in the whole or any part of the Republic’s present or future revenues or assets to secure Public External Indebtedness (as defined below) of the Republic, unless (i) the Debt Security is secured equally and ratably with such Public External Indebtedness or (ii) the Debt Security has the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved by the Holders of such Debt Security as provided in Article Eleven of the Indenture.

 

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(b) For purposes hereof:

“Lien” means any lien, pledge, mortgage, security interest or other encumbrance.

“Permitted Liens” means: (i) any Lien created prior to the date hereof including renewals or refinancing thereof, provided, however, that any renewal or refinancing of any such Lien secures only the renewal or extension of the original secured financing;

(ii) any Lien securing Public External Indebtedness incurred or assumed by the Republic in connection with a Project Financing (as defined below), provided that the property over which such Lien is granted consists solely of assets or revenues of the project for which the Project Financing was incurred;

(iii) any Lien securing Public External Indebtedness which (i) is issued by the Republic in exchange for secured indebtedness of Brazilian public sector bodies (other than the Republic) and (ii) is in an aggregate principal amount outstanding (with debt denominated in currencies other than U.S. dollars expressed in U.S. dollars based on rates of exchange prevailing at the date such debt was incurred) that does not exceed U.S.$25,000,000; and

(iv) any Lien securing Public External Indebtedness incurred or assumed by the Republic to finance or refinance the acquisition of the assets in which such Lien has been created or permitted to subsist.

“Project Financing” means any financing of all or part of the costs of the acquisition, construction or development of any project and the person or persons providing such financing expressly agree to limit their recourse to the project financed and the revenues derived from such project as the principal source of repayment for the monies advanced.

6. Events of Default; Acceleration. If one or more of the following events (“Events of Default”) shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, award or order of any court or arbitral tribunal or any order, rule or regulation of any administrative or governmental body):

(a) default in any payment of principal of (or premium, if any, on), or interest on any of the Debt Securities of this series and the continuance of such default for a period of 30 days;

(b) default which is materially prejudicial to the interests of the holders of the Debt Securities of this series in the performance of any other obligation under the Debt Securities of this series and the continuance of such default for a period of 60 days after written notice requiring the same to be remedied shall have been given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of this series then Outstanding;

(c) acceleration of in excess of U.S.$25,000,000 (or its equivalent in any other currency) in aggregate principal amount of Public External Indebtedness of the Republic by reason of an event of default (however described) resulting from the failure of the Republic to make any payment of principal (or premium, if any), or interest thereunder when due;

 

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(d) failure to make any payment in respect of Public External Indebtedness of the Republic in an aggregate principal amount in excess of U.S.$25,000,000 (or its equivalent in any other currency) when due (as such date may be extended by virtue of any applicable grace period or waiver) and the continuance of such failure for a period of 30 days after written notice requiring the same to be remedied shall have been given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of this series then Outstanding;

(e) declaration by the Republic of a moratorium with respect to the payment of principal of or interest on Public External Indebtedness of the Republic which does not expressly exclude the Debt Securities of this series and which is materially prejudicial to the interests of the holders of the Debt Securities of this series; or

(f) denial by the Republic of its obligations under the Debt Securities of this series;

then in each and every such case, the Trustee or the Holders (the “Demanding Holders”) (acting individually or together) of not less than 25% of the aggregate Outstanding principal amount of the Debt Securities, upon notice in writing to the Republic, with a copy to the Trustee, of any such Event of Default and its continuance, may declare the principal (and premium, if any) amount of all the Debt Securities due and payable immediately, and the same shall become and shall be due and payable upon the date that such written notice is received by or on behalf of the Republic, unless prior to such date all Events of Default in respect of all the Debt Securities shall have been cured; provided that if, at any time after the principal (and premium, if any) of the Debt Securities shall have been so declared due and payable, and before the sale of any property pursuant to any judgment, decree or the execution of an arbitral award for the payment of monies due which shall have been obtained or entered in connection with the Debt Securities, pursuant to Section 9.8 of the Indenture and paragraph 17 hereof, the Republic shall pay or shall deposit (or cause to be paid or deposited) with the Trustee a sum sufficient to pay all matured installments of interest and principal (and premium, if any) upon all the Debt Securities which shall have become due otherwise than solely by acceleration (with interest on overdue installments of interest, to the extent permitted by law, and on such principal (and premium, if any) of each Debt Security at the rate of interest specified herein, to the date of such payment of interest or principal (and premium, if any)) and such amount as shall be sufficient to cover reasonable compensation to the Demanding Holders, the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and all other documented expenses and liabilities reasonably incurred, and all advances made for documented expenses and legal fees, reasonably incurred by the Demanding Holders, the Trustee and each predecessor Trustee, and if any and all Events of Default hereunder, other than the nonpayment of the principal of the Debt Securities which shall have become due solely by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, and in every such case, the Holders of more than 50% in aggregate principal amount of the Debt Securities then Outstanding, by written notice to the Republic and to the Trustee, may, on behalf of all of the Holders, waive all defaults and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. Actions by Holders pursuant to this paragraph 6 need not be taken at a meeting pursuant to paragraph 7 hereof. Actions by the Trustee and the Holders pursuant to this paragraph 6 are subject to Article Four of the Indenture.

 

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If an Event of Default with respect to the Debt Securities shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

7. Holders’ Meetings and Written Action. The Indenture sets forth the provisions for the convening of meetings of Holders of Debt Securities and actions taken by written consent of the Holders of Debt Securities.

8. Replacement, Exchange and Transfer of the Debt Securities. (a) Upon the terms and subject to the conditions set forth in the Indenture, in case any Debt Security shall become mutilated, defaced or be apparently destroyed, lost or stolen, the Republic in its discretion may execute, and upon the request of the Republic, the Trustee shall authenticate and deliver, a new Debt Security bearing a number not contemporaneously Outstanding, in exchange and substitution for the mutilated or defaced Debt Security, or in lieu of and in substitution for the apparently destroyed, lost or stolen Debt Security. In every case, the applicant for a substitute Debt Security shall furnish to the Republic and to the Trustee such security or indemnity as may be required by each of them to indemnify, defend and to save each of them and any agent of the Republic or the Trustee harmless and, in every case of destruction loss or theft, evidence to their satisfaction of the apparent destruction, loss or theft of such Debt Security and of the ownership thereof. Upon the issuance of any substitute Debt Security, the Holder of such Debt Security, if so requested by the Republic, shall pay a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Debt Security.

(b) Upon the terms and subject to the conditions set forth in the Indenture, and subject to paragraph 8(e) hereof, a Certificated Security or Securities may be exchanged for an equal aggregate principal amount of Certificated Securities in different authorized denominations and a beneficial interest in the Global Security may be exchanged for an equal aggregate principal amount of Certificated Securities in different authorized denominations or for an equal aggregate principal amount of beneficial interests in another Global Security in different authorized denominations by the Holder or Holders surrendering the Debt Security or Debt Securities for exchange at the Corporate Trust Office, together with a written request for the exchange. Certificated Securities will only be issued in exchange for interests in a Global Security pursuant to Section 2.5(e) and 2.5(f) of the Indenture. The exchange of the Debt Securities will be made by the Trustee.

(c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to paragraph 8(e) hereof, a Certificated Security may be transferred in whole or in part (in an amount equal to the authorized denomination or any integral multiple thereof) by the Holder or Holders surrendering the Certificated Security for transfer at the Corporate Trust Office accompanied by an executed instrument of transfer substantially as set forth in Exhibit F to the Indenture. The registration of transfer of the Debt Securities will be made by the Trustee.

 

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(d) The costs and expenses of effecting any exchange, transfer or registration of transfer pursuant to this paragraph 8 will be borne by the Republic, except for the expenses of delivery (if any) not made by regular mail and the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge that may be imposed in relation thereto, which will be borne by the Holder of the Debt Security. Registration of the transfer of a Debt Security by the Trustee shall be deemed to be the acknowledgment of such transfer on behalf of the Republic.

(e) The Trustee may decline to accept any request for an exchange or registration of transfer of any Debt Security during the period of 5 days preceding the due date for any payment of principal of, (or premium, if any, on), or interest on, the Debt Securities.

9. Trustee. For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made to the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.

10. Paying Agent; Transfer Agent; Registrar. The Republic has initially appointed the paying agent, transfer agent, calculation agent, and registrar listed at the foot of this Debt Security. The Republic may at any time appoint additional or other paying agents, transfer agents, calculation agents, and registrars and terminate the appointment of those or any paying agents, transfer agents and registrar, provided that while the Debt Securities are Outstanding the Republic will maintain in London, England (i) a paying agent, (ii) an office or agency where the Debt Securities may be presented for exchange, transfer and registration of transfer as provided in the Indenture and (iii) a registrar; provided that the registrar shall not be in the United Kingdom. Notice of any such termination or appointment and of any change in the office through which any paying agent, transfer agent or registrar will act will be promptly given in the manner described in paragraph 12 hereof.

11. Enforcement. Except as provided in Section 4.6 of the Indenture, no Holder of any Debt Securities of any Series shall have any right by virtue of or by availing itself of any provision of the Indenture or of the Debt Securities of such Series to institute any suit, action or proceeding upon or under or with respect to the Indenture or of the Debt Securities, or for any other remedy hereunder or under the Debt Securities, unless (a) such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof with respect to such Series of Debt Securities, (b) the Holders of not less than 25% in aggregate principal amount Outstanding of Debt Securities of such Series shall have made specific written request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have provided to the Trustee such reasonable indemnity or other security as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (c) the Trustee for 60 days after its receipt of such notice, request and provision of indemnity or other security, shall have failed to institute any such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9 of the Indenture; it being understood and intended, and being expressly covenanted by every Holder of Debt Securities of a Series with every other Holder of Debt Securities of such Series and the Trustee,

 

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that no one or more Holders shall have any right in any manner whatever by virtue or by availing itself of any provision of the Indenture or of the Debt Securities to affect, disturb or prejudice the rights of any other Holder of Debt Securities of such Series or to obtain priority over or preference to any other such Holder, or to enforce any right under the Indenture or under the Debt Securities of such Series, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities of such Series. For the protection and enforcement of this paragraph 11, each and every Holder and the Trustee shall be entitled to such relief as can be given at law.

12. Notices. Notices to holders of Debt Securities shall be sufficiently given if mailed to the holders at the address appearing in the security register maintained by the Trustee and, so long as the Debt Securities are listed on the London Stock Exchange and the rules of such exchange shall so require, if published in an Authorized Newspaper (as defined below) in London. The Republic will mail any notices to the Holders of the Debt Securities at their registered addresses as reflected in the books and records of the Trustee. So long as the Debt Securities are represented by a global security deposited with the Common Depositary, notices to be given to Holders will be given to Euroclear and Clearstream in accordance with their applicable rules and procedures in effect from time to time. The Republic will consider any mailed notice to have been given at the time it is mailed. If at any time publication in any such newspaper is not practicable, notices will be valid if published in such English language newspaper with general circulation in the respective market regions as the Republic shall determine. In the case of Debt Securities in global form, notices to holders of Debt Securities may be sent in accordance with the procedures of Euroclear or Clearstream, as applicable. “Authorized Newspaper” means a newspaper, in an official language in the country of publication or in the English language, customarily published on each Monday, Tuesday, Wednesday, Thursday and Friday, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. Where successive publications are made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Monday, Tuesday, Wednesday, Thursday or Friday. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Debt Security shall affect the sufficiency of any notice with respect to any other Debt Securities. In case by reason of the suspension of publication of any Authorized Newspaper or by reason of any other cause it shall be impracticable to publish any notice as provided above, then such notification shall be given in another manner consistent with the rules of the London Stock Exchange. Such notices shall be deemed to have been given on the date of (i) such publication or, if published in such newspapers on different dates, on the date of the first such publication and (ii) in the case of any notice mailed or made through the Common Depositary or its nominee, on the date of mailing or transmission, as applicable.

13. Further Issues of Debt Securities. The Republic may from time to time, without the consent of Holders of the Debt Securities, create and issue additional Debt Securities having the same Terms as the Debt Securities in all respects, except for the issue date, issue price and first interest payment on the Debt Securities; provided, however, that any additional debt securities subsequently issued shall be fungible with the previously Outstanding Debt Securities for U.S. federal income tax purposes. Additional Debt Securities issued in this manner will be consolidated with and will form a single Series with the previously Outstanding Debt Securities.

 

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14. Prescription. To the extent permitted by law, claims against the Republic for the payment of principal of (and premium, if any, on), or interest or other amounts due on, the Debt Securities (including Additional Amounts) will become void unless made within five years on which that payment first became due (or such shorter period as may be prescribed by applicable law).

15. Authentication. This Debt Security shall not become valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee or its agent.

16. Governing Law. THIS DEBT SECURITY SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THOSE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ALL MATTERS GOVERNING AUTHORIZATION AND EXECUTION OF THIS DEBT SECURITY BY THE REPUBLIC SHALL BE GOVERNED BY THE LAWS OF BRAZIL.

17. Arbitration; Waiver of Sovereign Immunity; Consent to Service Proceedings in Brazil.

(a) (i) Any dispute, controversy or claim between or among any of the Republic, the Trustee and any Holder arising out of or relating to this Indenture or the Debt Securities or any coupon appertaining thereto, including the existence, performance, interpretation, construction, breach, termination or invalidity thereof (a “Dispute”) (other than a Dispute which, as provided for in paragraph 17(e), is made the subject of a suit, action or proceeding brought against the Republic in a competent court in Brazil) shall be finally settled by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law (excluding Article 26 thereof) and in effect on the date of this Indenture (the “UNCITRAL Arbitration Rules”).

(ii) With respect to any claim by any Holder of Debt Securities against the Trustee in any Dispute to which the Trustee is a party, such Holder by invoking these procedures consents to the consolidation, at the election of the Trustee, of any arbitration commenced hereunder with any other arbitration commenced by any Holder of Debt Securities against the Trustee unless the arbitrators in the proceeding first commenced determine the claims do not arise out of substantially the same occurrence, transaction, or series of transactions and occurrences, or that consolidation would prejudice the rights of a party. All Holders of Debt Securities in a consolidated arbitration shall select, within 30 days of the consolidation decision, one arbitrator as the sole party appointed arbitrator on behalf of all Holders parties to the consolidated arbitration.

(iii) In the event of a Dispute between or among two parties, the number of arbitrators shall be three, to be appointed in accordance with Section II of the UNCITRAL Arbitration Rules, which, among other things, provides that (1) each party shall appoint one arbitrator, (2) the two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the tribunal

 

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and (3) if within 30 calendar days after the appointment of the second arbitrator the two arbitrators have not agreed on the choice of a presiding arbitrator, the presiding arbitrator shall be appointed under Article 6 of the UNCITRAL Arbitration Rules. The appointing authority shall be the Chairman of the International Court of Arbitration of the International Chamber of Commerce. The third arbitrator may be (but need not be) of the same nationality as any of the parties to the arbitration. For the purposes of this paragraph 17(a)(iii), one or more Holders of Debt Securities party to a Dispute shall be considered one party to the Dispute and the Holders shall select one arbitrator as the sole party appointed arbitrator on behalf of all Holders parties to the Dispute.

(iv) In the event of a Dispute among the Republic, the Trustee and one or more of the Holders of Debt Securities, the number of arbitrators shall be five. The five arbitrators will be appointed in accordance with Section II of the UNCITRAL Arbitration Rules, which shall be modified to provide for the appointment of two neutral arbitrators and, which, among other things, would thus provide that (1) one arbitrator shall be appointed by each of the Republic, the Trustee and all Holders of Debt Securities parties to such dispute acting together, (2) the three arbitrators thus appointed shall choose two arbitrators one of whom shall act as the presiding arbitrator of the tribunal, and (3) if within 30 calendar days after the appointment of the third arbitrator the three arbitrators have not selected two additional arbitrators and designated one of them as the presiding arbitrator, the additional arbitrators shall be appointed and one of the additional arbitrators shall be designated the presiding arbitrator by an appointing authority in the same way as a sole arbitrator would be appointed under Article 6 of the UNCITRAL Arbitration Rules. The appointing authority shall be the Chairman of the International Court of Arbitration of the International Chamber of Commerce. The presiding arbitrator may be (but need not be) of the same nationality as any of the parties to the arbitration.

(v) The place of arbitration shall be New York, New York. The language of the arbitration shall be English, but documents or testimony may be submitted in another language if a translation is provided. The arbitrators shall appoint a secretary with offices and facilities in New York, New York to provide administrative services in support of the proceedings. Any arbitral tribunal established hereunder shall state its reasons for its decisions in writing and shall make its decisions entirely on the basis of the substantive law specified in Paragraph 17 hereof and not on the principle of ex aequo, et bono or otherwise. The decision of any such arbitral tribunal shall be final to the fullest extent permitted by law.

(b) The Republic hereby agrees that in any arbitration proceedings under this Paragraph 17, it will not raise any defense that it could not raise but for the fact that it is a sovereign state. The Republic’s agreement to arbitrate does not constitute a waiver of any right to sovereign immunity from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) to which it may be entitled in jurisdictions other than Brazil with respect to the enforcement of any award rendered by an arbitral tribunal constituted under this Paragraph 17 or the Indenture.

 

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(c) For the sole purpose of receiving service of process or other legal summons in connection with obtaining homologation of any arbitral award pursuant to this Paragraph 17 in the Superior Tribunal de Justiça, the Republic hereby irrevocably agrees that any such process or summons may be served upon it, pursuant to Article 35, section II of Supplementary Law No. 73 of February 10, 1993, by delivery to the Procurador Geral da União, Ed. Multibrasil Corporate, Sede I AGU, Setor de Autarquias Sul - Quadra 3 - Lote 5/6, Brasilia-DF, Brazil, as its authorized agent (the “Authorized Agent”) upon whom any such process or summons may be served or by any other means permissible under the laws of Brazil.

(d) The Republic hereby represents and warrants that it has no right to immunity, on the grounds of sovereignty or otherwise, from service of process or jurisdiction or any judicial proceedings of any competent court located in Brazil or from execution of any judgment in Brazil(except for the limitation on alienation of public property referred to in Article 100 of the Civil Code of Brazil) or from the execution or enforcement therein of any arbitration decision in respect of any proceeding or any other matter arising out of or relating to its obligations under the Indenture or the Debt Securities or any coupon appertaining thereto, and to the extent that the Republic is or becomes entitled to any such immunity, it irrevocably and unconditionally agrees not to plead or claim any such immunity with respect to its obligations or any other matter under or arising out of or in connection with the Indenture or the Debt Securities or any coupon appertaining thereto.

(e) Any action against the Republic arising out of or based on the Indenture or the Debt Securities or any coupon appertaining thereto may be instituted by the Trustee or the Holder of the Debt Securities in any competent court in Brazil unless at the time an action is filed an arbitral tribunal has already been constituted pursuant to paragraph 17(a) to resolve a Dispute relating to substantially the same occurrence, transaction, or series of transactions and occurrences, in which case the Dispute shall be resolved pursuant to paragraph 17(a). The Republic hereby agrees that its obligation to effect payments of principal of (and premium, if any, on), and interest on this Debt Security constitutes an obligation to pay a sum certain which may be collected through execution proceedings and that the Debt Securities constitute extrajudicial execution instruments (títulos executivos extrajudiciais) in accordance with the provisions of Article 784(II) of the Civil Procedure Code of Brazil of March 16, 2015, effective as of March 18, 2016 for the collection of any amounts due under the Debt Securities and the principal of, (and premium, if any, on), and interest on the Debt Securities, and that a Holder of the Debt Securities or any coupon appertaining thereto shall have the right, exercisable at its sole discretion, to institute legal proceedings against the Republic for the collection of the principal of, (and premium, if any, on), and interest on the Debt Securities through the proceedings contemplated in Article 910 of the Civil Procedure Code of Brazil of March 16, 2015, effective as of March 18, 2016. The Republic hereby waives irrevocably any immunity from jurisdiction or execution (except for the limitation on alienation of public property referred to in Article 100 of the Civil Code of Brazil) to which it might otherwise be entitled in any action arising out of or based on the Indenture, the Debt Securities or any coupon appertaining thereto which may be instituted by the Trustee or any Holder of the Debt Securities or any coupon appertaining thereto in any competent court in Brazil.

 

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(f) No arbitration proceedings hereunder shall be binding upon or in any way affect the right or interest of any person other than the claimant or respondent with respect to such arbitration.

18. Indemnification for Foreign Exchange Fluctuations. The Republic agrees that, if a judgment or order given or made by any court or arbitration tribunal for the payment of any amount in respect of any Debt Security is expressed in a currency (the “judgment currency”) other than the currency in which such Debt Security is denominated (the “denomination currency”), the Republic will pay to the Holders or Trustee, as applicable, any deficiency arising or resulting from any variation in rates of exchange between the date as of which the amount in the denomination currency is notionally converted into the amount in the judgment currency for the purposes of such judgment or order and the date of actual payment thereof. This obligation will constitute a separate and independent obligation from the other obligations under the Debt Securities, will give rise to a separate and independent cause of action, will apply irrespective of any waiver or extension granted from time to time and will continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due in respect of the relevant Debt Security or under any such judgment or order. The term “rates of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into the denomination currency.

19. Warranty of the Republic. Subject to paragraph 15, Republic hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Debt Security and to constitute the same legal, valid and binding obligations of Republic enforceable in accordance with their terms, have been done and performed and have happened in due and strict compliance with all applicable laws.

20. Definitive Headings. The descriptive headings appearing in these Terms are for convenience of reference only and shall not alter, limit or define the provisions hereof.

21. Modifications. (a) Any Modification to the Debt Securities or the Indenture insofar as it affects the Debt Securities shall be made in accordance with Article Ten and Article Eleven of the Indenture.

(b) Any Modification pursuant to this paragraph 21 will be conclusive and binding on all Holders of the Debt Securities, and on all future Holders of the Debt Securities whether or not notation of such Modification is made upon the Debt Securities.

(c) Any instrument given by or on behalf of any Holder of a Debt Security in connection with any consent to or approval of any such Modification will be conclusive and binding on all subsequent Holders of that Debt Security.

22. Repurchase. The Republic may at any time purchase Debt Securities at any price in the open market, in privately negotiated transactions or otherwise. Debt Securities so purchased by or on behalf of the Republic may, at the Republic’s discretion, be held, resold or surrendered to the Trustee for cancellation.

 

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TRUSTEE, REGISTRAR, PAYING AGENT AND TRANSFER AGENT

The Bank of New York Mellon

240 Greenwich Street

New York, New York 10286

United States

PAYING AGENT, CALCULATION AGENT

AND TRANSFER AGENT

The Bank of New York Mellon, London Branch

160 Queen Victoria Street

London EC4V 4LA

United Kingdom

 

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Exhibit 6

THE FEDERATIVE REPUBLIC OF BRAZIL

UNLESS THIS REGISTERED GLOBAL BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH (THE “COMMON DEPOSITARY”), AS COMMON DEPOSITARY FOR EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME (“CLEARSTREAM”), TO THE REPUBLIC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR ITS NOMINEE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR ITS NOMINEE OR TO SUCH OTHER ENTITY AS IS NOMINATED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY OR ITS NOMINEE, HAS AN INTEREST HEREIN.

REGISTERED GLOBAL SECURITIES

representing

€[__________]

5.500% Global Bonds Due 2036

ISIN No.: XS3344411726

Common Code: 334441172

The Federative Republic of Brazil (the “Republic”), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, or registered assigns, as the nominee of The Bank of New York Mellon, London Branch (the “Common Depositary”), upon surrender hereof of the principal sum of [__________] EUROS (€[__________]) or such amount as shall be the outstanding principal amount hereof on April 23, 2036, together with interest accrued from the issue date to, but excluding, the maturity date, or on such earlier date as the principal hereof may become due in accordance with the provisions hereof and to pay the redemption amount in connection with any optional redemption as provided in paragraph 3 of the attached Terms of the Debt Security. The Republic further unconditionally promises to pay interest annually in arrears on April 23 (“Interest Payment Date”), commencing April 23, 2027 on any outstanding portion of the unpaid principal amount hereof at 5.500% per annum. Interest shall accrue from and including the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from April 23, 2026 until payment of said principal sum has been made or duly provided for, and shall be payable to

Holders of record as of April 8 of each year (each, a “Record Date”). This is a Global Security deposited with the Common Depositary, and registered in the name of the Common Depositary or its nominee or common custodian, and accordingly, the Common Depositary or its nominee or common custodian, as Holder of record of this Global Security, shall be entitled to receive payments of principal and interest, other than principal and interest due at the maturity date, by wire transfer of immediately available funds. Such payment shall be made exclusively in such coin or currency of the European Union as at the time of payment shall be legal tender for payment of public and private debts. The Republic, the Trustee, any registrar and any paying agent shall be entitled to treat the Common Depositary as the sole Holder of this Global Security.

The statements in the legend relating to the Common Depositary set forth above are an integral part of the terms of this Global Security and by acceptance hereof each Holder of this Global Security agrees to be subject to and bound by the terms and provisions set forth in such legend, if any.

This Global Security is issued in respect of an issue of €[__________] principal amount of 5.500% Global Bonds due 2036 of the Republic and is governed by (i) the Indenture dated as of July 2, 2015 (the “Indenture”) between the Republic and The Bank of New York Mellon, as trustee (the “Trustee”), the terms of which Indenture are incorporated herein by reference, and (ii) by the Terms of the Debt Securities attached hereto. This Global Security shall in all respects be entitled to the same benefits as other Debt Securities under the Indenture and the Terms. All capitalized terms used in this Global Security but not defined herein shall have the meanings assigned to them in the Indenture.

Upon any exchange of all or a portion of this Global Security for Certificated Securities in accordance with the Indenture, this Global Security shall be endorsed on Schedule A to reflect the change of the principal amount evidenced hereby.

Unless the certificate of authentication hereon has been executed by the Trustee, this Global Security shall not be valid or obligatory for any purpose.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Republic has caused this instrument to be duly executed.

Dated: April 23, 2026

 

 

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities issued under the within-mentioned Indenture.

Dated: April 23, 2026

 

Schedule A

 

Date		Principal Amount of Certificated Securities		Remaining Principal Amount of this Global Security		Notation Made By

TERMS AND CONDITIONS OF THE DEBT SECURITIES

1. General. (a) This Debt Security is one of a duly authorized Series of debt securities of the Federative Republic of Brazil (the “Republic”), designated as its 5.500% Global Bonds due 2036 (each debt security of this Series a “Debt Security”, and collectively, the “Debt Securities”), and issued or to be issued in one or more Series pursuant to an Indenture dated as of July 2, 2015 between the Republic and The Bank of New York Mellon, as trustee (the “Trustee”), as amended from time to time (the “Indenture”). The aggregate principal amount of the Debt Securities is €[__________], subject to increase as provided in paragraph 13 below. The Holders of the Debt Securities will be entitled to the benefits of, be bound by, and be deemed to have notice of, all of the provisions of the Indenture. A copy of the Indenture is on file and may be inspected at the Corporate Trust Office. All capitalized terms used in this Debt Security but not defined herein shall have the meanings assigned to them in the Indenture.

(b) The Debt Securities constitute and will constitute direct, general, unconditional, unsecured (except as provided for in paragraph 5) and unsubordinated External Indebtedness (as defined below) of the Republic for which the full faith and credit of the Republic is pledged. The Debt Securities rank and will rank without any preference among themselves and equally with all other unsecured and unsubordinated External Indebtedness of the Republic. It is understood that this provision shall not be construed so as to require the Republic to make payments under the Debt Securities ratably with payments being made under any other External Indebtedness.

(c) The Debt Securities are in fully registered form, without coupons and in denominations of €100,000 and integral multiples of €1,000 thereof. The Debt Securities may be issued in certificated form (each a “Certificated Security” and collectively, the “Certificated Securities”), or may be represented by one or more registered global securities (each, a “Global Security”) held by or on behalf of the Common Depositary. Certificated Securities will be available only in the limited circumstances set forth in the Indenture. The Debt Securities, and transfers thereof, shall be registered as provided in Section 2.6 of the Indenture. Any person in whose name a Debt Security shall be registered may (to the fullest extent permitted by applicable law) be treated at all times, by all persons and for all purposes as the absolute owner of such Debt Security regardless of any notice of ownership, theft, loss or any writing thereon.

(d) For the purposes of this paragraph and paragraphs 5 and 6 below, the following terms shall have the meanings specified below:

“Indebtedness” means all unsecured and unsubordinated obligations of the Republic in respect of money borrowed and guarantees given by the Republic in respect of money borrowed by others.

“External Indebtedness” means Indebtedness for money borrowed which is payable by its terms or at the option of its holder in any currency other than the currency of the Republic (other than any such Indebtedness that is originally issued within the Republic).

“Public External Indebtedness” means any Public Indebtedness (as defined below) of the Republic which is payable by its terms or at the option of its holder in any currency other than the currency of the Republic (other than any such Public Indebtedness that is originally issued within the Republic). For this purpose, settlement of original issuance by delivery of Public Indebtedness (or the instruments evidencing such Public Indebtedness including by means of a book entry system) within the Republic shall be deemed to be original issuance within the Republic.

 

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“Public Indebtedness” means any payment obligation, including any contingent liability, of any person arising from bonds, debentures, notes or other securities which (i) are, or were intended at the time of issuance to be, quoted, listed or traded on any securities exchange or other securities market (including, without limiting the generality of the foregoing, securities eligible for resale pursuant to Rule 144A under the Securities Act, as amended (or any successor law or regulation of similar effect)) and (ii) have an original maturity of more than one year or are combined with a commitment so that the original maturity of one year or less may be extended at the option of the Republic to a period in excess of one year.

2. Payments. (a) The Republic covenants and agrees that it will duly and punctually pay or cause to be paid the principal of (and premium, if any, on), and interest (including Additional Amounts (as defined below)) on, the Debt Securities and any other payments to be made by the Republic under the Debt Securities and the Indenture, at the place or places, at the respective times and in the manner provided in the Debt Securities and the Indenture. Principal of the Debt Securities will be payable against surrender of such Debt Securities at the office of The Bank of New York Mellon, London Branch, as paying agent in London, England (the “Paying Agent”) or, subject to applicable laws and regulations, at the office outside of such other paying agent, by Euro check drawn on, or by transfer to a Euro account maintained by the Holder with, a bank located in London, England. Payment of interest or principal (including Additional Amounts) on the Debt Securities will be made to the persons in whose name such Debt Securities are registered at the close of business on the relevant Record Date whether or not such day is a Business Day (as defined below), notwithstanding the cancellation of such Debt Securities upon any transfer or exchange thereof subsequent to the Record Date and prior to such Interest Payment Date; provided that if and to the extent the Republic shall default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the persons in whose names such Debt Securities are registered as of a subsequent record date established by the Republic by notice, as provided in paragraph 12 of these Terms, by or on behalf of the Republic to the Holders of the Debt Securities not less than 15 days preceding such subsequent record date, such record date to be not less than 10 days preceding the date of payment of such defaulted interest. Notwithstanding the immediately preceding sentence, in the case where such interest or principal (including Additional Amounts) is not punctually paid or duly provided for, the Trustee shall have the right to fix such subsequent record date, and, if fixed by the Trustee, such subsequent record date shall supersede any such subsequent record date fixed by the Republic. Payment of interest on Certificated Securities will be made (i) by a Euro check drawn on a bank in London, England mailed to the Holder at such Holder’s registered address or (ii) upon application by the Holder of at least €1,000,000 in principal amount of Certificated Securities to the Trustee not later than the applicable Record Date, by wire transfer in immediately available funds to a Euro account maintained by the Holder with a bank in London. Payment of interest on a Global Security will be made (i) by a Euro check drawn on a bank in London, England delivered to the Common Depositary at its registered address or (ii) by wire transfer in immediately available funds to a Euro account maintained by the Common Depositary with a bank in London, England. “Business Day” shall mean any day that is a day on which the Trans-European Automated Real-time Settlement Express Transfer (TARGET2) System (or any successor thereto) is open for business and a day on which commercial banks are open for dealing in euro deposits in the London interbank market.

 

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(b) In any case where the date of payment of the principal of, or interest (including Additional Amounts) on, the Debt Securities shall not be a Business Day, then payment of principal or interest (including Additional Amounts) will be made on the next succeeding Business Day at the relevant place of payment. Such payments will be deemed to have been made on the due date, and no interest on the Debt Securities will accrue as a result of the delay in payment. So long as the Trustee holds the funds so deposited and such funds are available to Holders of the Debt Securities in accordance with the terms of the Debt Securities and the Indenture and Holders of the Debt Securities are not prevented from claiming such funds in accordance with the terms of the Debt Securities and the Indenture, the Republic shall not be considered to have defaulted in its obligation to make payment of such amounts on the date on which such amounts become due and payable.

(c) Interest will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid (or from the original issuance date of April 23, 2026, if no interest has been paid on the Debt Securities), to but excluding the next scheduled interest payment date (ACTUAL/ACTUAL (ICMA)).

(d) Any monies deposited with or paid to the Trustee or to any paying agent for the payment of the principal of or interest (including Additional Amounts) on any Debt Security and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable shall be repaid to or for the account of the Republic by the Trustee or such paying agent, upon the written request of the Republic and, to the extent permitted by law, the Holder of such Debt Security shall thereafter look only to the Republic for any payment which such Holder may be entitled to collect, and all liability of the Trustee or such paying agent with respect to such monies shall thereupon cease.

(e) If the Republic at any time defaults in the payment of any principal of, or interest (including Additional Amounts) on the Debt Securities, the Republic will pay interest on the amount in default (to the extent permitted by law), calculated for each day until paid, at the rate of 5.500% per annum, together with Additional Amounts, if applicable.

(f) All payments of principal of and interest and Additional Amounts (as defined below, if any) on the Debt Securities will be payable in Euros, provided that if on or after April 23, 2026, the Euro is unavailable to the Republic due to the imposition of exchange controls or other circumstances beyond the Republic’s control or if the Euro is no longer being used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Debt Securities will be made in U.S. dollars until the Euro is again available to the Republic or so used. The amount payable on any date in Euros will be converted by the calculation agent into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of

 

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conversion, on the basis of the most recent U.S. dollar/Euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date. Any payment in respect of the Debt Securities so made in U.S. dollars will not constitute an Event of Default (as defined below) under the Debt Securities or the Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.

3. Optional Redemption. (a) The Republic may redeem the Debt Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Benchmark Rate (as defined below) plus 40 basis points less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Debt Securities to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

(b) For the purposes of this Debt Security,

(1) “Benchmark Rate” means, with respect to any redemption date, the rate per annum equal to the annual equivalent yield to maturity or interpolated maturity of the Comparable Benchmark Issue (as defined below), assuming a price for the Comparable Benchmark Issue (expressed as a percentage of its principal amount) equal to the Comparable Benchmark Price for such redemption date.

(2) “Comparable Benchmark Issue” means the Bundesanleihe security or securities (“Bund”) of the German Government selected by an Independent Investment Banker (as defined below) as having an actual or interpolated maturity comparable to the remaining term of the debt securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities of a comparable maturity to the remaining term of such debt securities.

(3) “Comparable Benchmark Price” means, with respect to any redemption date, (i) the average of the Reference Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Dealer Quotation or (ii) if the Republic obtains fewer than four such Reference Dealer Quotations, the average of all such quotations.

(4) “Independent Investment Banker” means one of the Reference Dealers (as defined below) appointed by the Republic.

(5) “Reference Dealer” means any of Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Merrill Lynch International and UBS AG, London Branch or their affiliates which are dealers of Bund of the German Government, and one other leading dealer of Bund of the German Government designated by the Republic, and their respective successors; provided that if any of the foregoing shall cease to be a dealer of Bund of the German Government, the Republic will substitute therefor another dealer of Bund of the German Government.

 

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(6) “Reference Dealer Quotation” means, with respect to each Reference Dealer and any redemption date, the average, as determined by the Republic, of the bid and asked prices for the Comparable Benchmark Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Republic by such Reference Dealer at 3:30 p.m., Frankfurt, Germany time on the third business day preceding such redemption date.

(c) The Republic’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

(d) Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Euroclear’s or Clearstream’s procedures, as applicable) at least 10 days but not more than 60 days before the redemption date to each holder of Debt Securities to be redeemed.

(e) In the case of a partial redemption, selection of the Debt Securities for redemption will be made on a pro rata basis in accordance with the applicable rules and procedures of the Common Depositary, or in the case of certificated bonds, any other method in accordance with the policies and procedures of the Trustee. No Debt Securities of a principal amount of €100,000 or less will be redeemed in part. If any Debt Security is to be redeemed in part only, the notice of redemption that relates to the Debt Security will state the portion of the principal amount of the Debt Security to be redeemed. A new Debt Security in a principal amount equal to the unredeemed portion of the Debt Security will be issued in the name of the holder of the Debt Security upon surrender for cancellation of the original Debt Security. For so long as the Debt Securities are held by the Common Depositary, the redemption of the Debt Securities shall be done in accordance with the policies and procedures of Euroclear or Clearstream, as applicable. Unless the Republic defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on the Debt Securities or portions thereof called for redemption.

(f) Unless otherwise specified on the face hereof, this Debt Security will not be entitled to the benefit of a sinking fund.

(g) Unless otherwise specified and subject to the terms set forth on the face hereof, this Debt Security will not be repayable prior to the maturity date at the option of the registered holder hereof.

(h) The Republic may at any time purchase any of the Debt Securities in any manner and at any price. All Debt Securities purchased by or on behalf of the Republic may be held, resold, or surrendered for cancellation.

4. Additional Amounts. All payments by the Republic in respect of the Debt Securities shall be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of the Republic, or any political subdivision or taxing authority or agency therein or thereof having the power to tax (collectively, “Relevant Tax”), unless the withholding or

 

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deduction of such Relevant Tax is required by law. In that event, the Republic shall pay such additional amounts (“Additional Amounts”), as may be necessary to ensure that the amounts received by the Holders after such withholding or deduction shall equal the respective amounts of principal and interest that would have been receivable in respect of the Debt Securities in the absence of such withholding or deduction; provided, however, that no such Additional Amounts shall be payable in respect of any Relevant Tax:

(i) imposed by reason of a Holder or beneficial owner of a Debt Security having some present or former connection with the Republic other than merely being a Holder or beneficial owner of the Debt Security or receiving payments of any nature on the Debt Security or enforcing its rights in respect of the Debt Security;

(ii) imposed by reason of the failure of a Holder or beneficial owner of a Debt Security, or any other person through which the Holder or beneficial owner holds a Debt Security, to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Republic of such Holder or beneficial owner or other person, if compliance with the requirement is a precondition to exemption from all or any portion of such withholding or deduction; or

(iii) imposed by reason of a Holder or beneficial owner of a Debt Security, or any other person through which the Holder or beneficial owner holds a Debt Security, having presented the Debt Security for payment (where such presentation is required) more than 30 days after the Relevant Date (as defined below), except to the extent that the Holder or beneficial owner or such other person would have been entitled to Additional Amounts on presenting the Debt Security for payment on any date during such 30-day period.

As used in this paragraph 4(iii), “Relevant Date” in respect of any Debt Security means the date on which payment in respect thereof first becomes due or, if the full amount of the money payable has not been received by the Trustee on or prior to such due date, the date on which notice is duly given to the Holders in the manner described in paragraph 12 below that such monies have been so received and are available for payment. Any reference to “principal” and/or “interest” hereunder shall be deemed to include any Additional Amounts which may be payable hereunder.

5. Negative Pledge Covenant of Republic. (a) So long as any Debt Security remains outstanding or any amount payable by the Republic under the Indenture shall remain unpaid, the Republic agrees that the Republic will not create or permit to subsist any Lien (as defined below) other than Permitted Liens (as defined below) in the whole or any part of the Republic’s present or future revenues or assets to secure Public External Indebtedness (as defined below) of the Republic, unless (i) the Debt Security is secured equally and ratably with such Public External Indebtedness or (ii) the Debt Security has the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved by the Holders of such Debt Security as provided in Article Eleven of the Indenture.

 

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(b) For purposes hereof:

“Lien” means any lien, pledge, mortgage, security interest or other encumbrance.

“Permitted Liens” means: (i) any Lien created prior to the date hereof including renewals or refinancing thereof, provided, however, that any renewal or refinancing of any such Lien secures only the renewal or extension of the original secured financing;

(ii) any Lien securing Public External Indebtedness incurred or assumed by the Republic in connection with a Project Financing (as defined below), provided that the property over which such Lien is granted consists solely of assets or revenues of the project for which the Project Financing was incurred;

(iii) any Lien securing Public External Indebtedness which (i) is issued by the Republic in exchange for secured indebtedness of Brazilian public sector bodies (other than the Republic) and (ii) is in an aggregate principal amount outstanding (with debt denominated in currencies other than U.S. dollars expressed in U.S. dollars based on rates of exchange prevailing at the date such debt was incurred) that does not exceed U.S.$25,000,000; and

(iv) any Lien securing Public External Indebtedness incurred or assumed by the Republic to finance or refinance the acquisition of the assets in which such Lien has been created or permitted to subsist.

“Project Financing” means any financing of all or part of the costs of the acquisition, construction or development of any project and the person or persons providing such financing expressly agree to limit their recourse to the project financed and the revenues derived from such project as the principal source of repayment for the monies advanced.

6. Events of Default; Acceleration. If one or more of the following events (“Events of Default”) shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, award or order of any court or arbitral tribunal or any order, rule or regulation of any administrative or governmental body):

(a) default in any payment of principal of (or premium, if any, on), or interest on any of the Debt Securities of this series and the continuance of such default for a period of 30 days;

(b) default which is materially prejudicial to the interests of the holders of the Debt Securities of this series in the performance of any other obligation under the Debt Securities of this series and the continuance of such default for a period of 60 days after written notice requiring the same to be remedied shall have been given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of this series then Outstanding;

(c) acceleration of in excess of U.S.$25,000,000 (or its equivalent in any other currency) in aggregate principal amount of Public External Indebtedness of the Republic by reason of an event of default (however described) resulting from the failure of the Republic to make any payment of principal (or premium, if any), or interest thereunder when due;

 

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(d) failure to make any payment in respect of Public External Indebtedness of the Republic in an aggregate principal amount in excess of U.S.$25,000,000 (or its equivalent in any other currency) when due (as such date may be extended by virtue of any applicable grace period or waiver) and the continuance of such failure for a period of 30 days after written notice requiring the same to be remedied shall have been given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of this series then Outstanding;

(e) declaration by the Republic of a moratorium with respect to the payment of principal of or interest on Public External Indebtedness of the Republic which does not expressly exclude the Debt Securities of this series and which is materially prejudicial to the interests of the holders of the Debt Securities of this series; or

(f) denial by the Republic of its obligations under the Debt Securities of this series;

then in each and every such case, the Trustee or the Holders (the “Demanding Holders”) (acting individually or together) of not less than 25% of the aggregate Outstanding principal amount of the Debt Securities, upon notice in writing to the Republic, with a copy to the Trustee, of any such Event of Default and its continuance, may declare the principal (and premium, if any) amount of all the Debt Securities due and payable immediately, and the same shall become and shall be due and payable upon the date that such written notice is received by or on behalf of the Republic, unless prior to such date all Events of Default in respect of all the Debt Securities shall have been cured; provided that if, at any time after the principal (and premium, if any) of the Debt Securities shall have been so declared due and payable, and before the sale of any property pursuant to any judgment, decree or the execution of an arbitral award for the payment of monies due which shall have been obtained or entered in connection with the Debt Securities, pursuant to Section 9.8 of the Indenture and paragraph 17 hereof, the Republic shall pay or shall deposit (or cause to be paid or deposited) with the Trustee a sum sufficient to pay all matured installments of interest and principal (and premium, if any) upon all the Debt Securities which shall have become due otherwise than solely by acceleration (with interest on overdue installments of interest, to the extent permitted by law, and on such principal (and premium, if any) of each Debt Security at the rate of interest specified herein, to the date of such payment of interest or principal (and premium, if any)) and such amount as shall be sufficient to cover reasonable compensation to the Demanding Holders, the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and all other documented expenses and liabilities reasonably incurred, and all advances made for documented expenses and legal fees, reasonably incurred by the Demanding Holders, the Trustee and each predecessor Trustee, and if any and all Events of Default hereunder, other than the nonpayment of the principal of the Debt Securities which shall have become due solely by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then, and in every such case, the Holders of more than 50% in aggregate principal amount of the Debt Securities then Outstanding, by written notice to the Republic and to the Trustee, may, on behalf of all of the Holders, waive all defaults and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. Actions by Holders pursuant to this paragraph 6 need not be taken at a meeting pursuant to paragraph 7 hereof. Actions by the Trustee and the Holders pursuant to this paragraph 6 are subject to Article Four of the Indenture.

 

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If an Event of Default with respect to the Debt Securities shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

7. Holders’ Meetings and Written Action. The Indenture sets forth the provisions for the convening of meetings of Holders of Debt Securities and actions taken by written consent of the Holders of Debt Securities.

8. Replacement, Exchange and Transfer of the Debt Securities. (a) Upon the terms and subject to the conditions set forth in the Indenture, in case any Debt Security shall become mutilated, defaced or be apparently destroyed, lost or stolen, the Republic in its discretion may execute, and upon the request of the Republic, the Trustee shall authenticate and deliver, a new Debt Security bearing a number not contemporaneously Outstanding, in exchange and substitution for the mutilated or defaced Debt Security, or in lieu of and in substitution for the apparently destroyed, lost or stolen Debt Security. In every case, the applicant for a substitute Debt Security shall furnish to the Republic and to the Trustee such security or indemnity as may be required by each of them to indemnify, defend and to save each of them and any agent of the Republic or the Trustee harmless and, in every case of destruction loss or theft, evidence to their satisfaction of the apparent destruction, loss or theft of such Debt Security and of the ownership thereof. Upon the issuance of any substitute Debt Security, the Holder of such Debt Security, if so requested by the Republic, shall pay a sum sufficient to cover any stamp duty, tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected with the preparation and issuance of the substitute Debt Security.

(b) Upon the terms and subject to the conditions set forth in the Indenture, and subject to paragraph 8(e) hereof, a Certificated Security or Securities may be exchanged for an equal aggregate principal amount of Certificated Securities in different authorized denominations and a beneficial interest in the Global Security may be exchanged for an equal aggregate principal amount of Certificated Securities in different authorized denominations or for an equal aggregate principal amount of beneficial interests in another Global Security in different authorized denominations by the Holder or Holders surrendering the Debt Security or Debt Securities for exchange at the Corporate Trust Office, together with a written request for the exchange. Certificated Securities will only be issued in exchange for interests in a Global Security pursuant to Section 2.5(e) and 2.5(f) of the Indenture. The exchange of the Debt Securities will be made by the Trustee.

(c) Upon the terms and subject to the conditions set forth in the Indenture, and subject to paragraph 8(e) hereof, a Certificated Security may be transferred in whole or in part (in an amount equal to the authorized denomination or any integral multiple thereof) by the Holder or Holders surrendering the Certificated Security for transfer at the Corporate Trust Office accompanied by an executed instrument of transfer substantially as set forth in Exhibit F to the Indenture. The registration of transfer of the Debt Securities will be made by the Trustee.

 

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(d) The costs and expenses of effecting any exchange, transfer or registration of transfer pursuant to this paragraph 8 will be borne by the Republic, except for the expenses of delivery (if any) not made by regular mail and the payment of a sum sufficient to cover any stamp duty, tax or other governmental charge or insurance charge that may be imposed in relation thereto, which will be borne by the Holder of the Debt Security. Registration of the transfer of a Debt Security by the Trustee shall be deemed to be the acknowledgment of such transfer on behalf of the Republic.

(e) The Trustee may decline to accept any request for an exchange or registration of transfer of any Debt Security during the period of 5 days preceding the due date for any payment of principal of, (or premium, if any, on), or interest on, the Debt Securities.

9. Trustee. For a description of the duties and the immunities and rights of the Trustee under the Indenture, reference is made to the Indenture, and the obligations of the Trustee to the Holder hereof are subject to such immunities and rights.

10. Paying Agent; Transfer Agent; Registrar. The Republic has initially appointed the paying agent, transfer agent, calculation agent, and registrar listed at the foot of this Debt Security. The Republic may at any time appoint additional or other paying agents, transfer agents, calculation agents, and registrars and terminate the appointment of those or any paying agents, transfer agents and registrar, provided that while the Debt Securities are Outstanding the Republic will maintain in London, England (i) a paying agent, (ii) an office or agency where the Debt Securities may be presented for exchange, transfer and registration of transfer as provided in the Indenture and (iii) a registrar; provided that the registrar shall not be in the United Kingdom. Notice of any such termination or appointment and of any change in the office through which any paying agent, transfer agent or registrar will act will be promptly given in the manner described in paragraph 12 hereof.

11. Enforcement. Except as provided in Section 4.6 of the Indenture, no Holder of any Debt Securities of any Series shall have any right by virtue of or by availing itself of any provision of the Indenture or of the Debt Securities of such Series to institute any suit, action or proceeding upon or under or with respect to the Indenture or of the Debt Securities, or for any other remedy hereunder or under the Debt Securities, unless (a) such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof with respect to such Series of Debt Securities, (b) the Holders of not less than 25% in aggregate principal amount Outstanding of Debt Securities of such Series shall have made specific written request to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have provided to the Trustee such reasonable indemnity or other security as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (c) the Trustee for 60 days after its receipt of such notice, request and provision of indemnity or other security, shall have failed to institute any such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9 of the Indenture; it being understood and intended, and being expressly covenanted by every Holder of Debt Securities of a Series with every other Holder of Debt Securities of such Series and the Trustee,

 

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that no one or more Holders shall have any right in any manner whatever by virtue or by availing itself of any provision of the Indenture or of the Debt Securities to affect, disturb or prejudice the rights of any other Holder of Debt Securities of such Series or to obtain priority over or preference to any other such Holder, or to enforce any right under the Indenture or under the Debt Securities of such Series, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Debt Securities of such Series. For the protection and enforcement of this paragraph 11, each and every Holder and the Trustee shall be entitled to such relief as can be given at law.

12. Notices. Notices to holders of Debt Securities shall be sufficiently given if mailed to the holders at the address appearing in the security register maintained by the Trustee and, so long as the Debt Securities are listed on the London Stock Exchange and the rules of such exchange shall so require, if published in an Authorized Newspaper (as defined below) in London. The Republic will mail any notices to the Holders of the Debt Securities at their registered addresses as reflected in the books and records of the Trustee. So long as the Debt Securities are represented by a global security deposited with the Common Depositary, notices to be given to Holders will be given to Euroclear and Clearstream in accordance with their applicable rules and procedures in effect from time to time. The Republic will consider any mailed notice to have been given at the time it is mailed. If at any time publication in any such newspaper is not practicable, notices will be valid if published in such English language newspaper with general circulation in the respective market regions as the Republic shall determine. In the case of Debt Securities in global form, notices to holders of Debt Securities may be sent in accordance with the procedures of Euroclear or Clearstream, as applicable. “Authorized Newspaper” means a newspaper, in an official language in the country of publication or in the English language, customarily published on each Monday, Tuesday, Wednesday, Thursday and Friday, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. Where successive publications are made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Monday, Tuesday, Wednesday, Thursday or Friday. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Debt Security shall affect the sufficiency of any notice with respect to any other Debt Securities. In case by reason of the suspension of publication of any Authorized Newspaper or by reason of any other cause it shall be impracticable to publish any notice as provided above, then such notification shall be given in another manner consistent with the rules of the London Stock Exchange. Such notices shall be deemed to have been given on the date of (i) such publication or, if published in such newspapers on different dates, on the date of the first such publication and (ii) in the case of any notice mailed or made through the Common Depositary or its nominee, on the date of mailing or transmission, as applicable.

13. Further Issues of Debt Securities. The Republic may from time to time, without the consent of Holders of the Debt Securities, create and issue additional Debt Securities having the same Terms as the Debt Securities in all respects, except for the issue date, issue price and first interest payment on the Debt Securities; provided, however, that any additional debt securities subsequently issued shall be fungible with the previously Outstanding Debt Securities for U.S. federal income tax purposes. Additional Debt Securities issued in this manner will be consolidated with and will form a single Series with the previously Outstanding Debt Securities.

 

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14. Prescription. To the extent permitted by law, claims against the Republic for the payment of principal of (and premium, if any, on), or interest or other amounts due on, the Debt Securities (including Additional Amounts) will become void unless made within five years on which that payment first became due (or such shorter period as may be prescribed by applicable law).

15. Authentication. This Debt Security shall not become valid or obligatory until the certificate of authentication hereon shall have been duly signed by the Trustee or its agent.

16. Governing Law. THIS DEBT SECURITY SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THOSE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ALL MATTERS GOVERNING AUTHORIZATION AND EXECUTION OF THIS DEBT SECURITY BY THE REPUBLIC SHALL BE GOVERNED BY THE LAWS OF BRAZIL.

17. Arbitration; Waiver of Sovereign Immunity; Consent to Service Proceedings in Brazil.

(a) (i) Any dispute, controversy or claim between or among any of the Republic, the Trustee and any Holder arising out of or relating to this Indenture or the Debt Securities or any coupon appertaining thereto, including the existence, performance, interpretation, construction, breach, termination or invalidity thereof (a “Dispute”) (other than a Dispute which, as provided for in paragraph 17(e), is made the subject of a suit, action or proceeding brought against the Republic in a competent court in Brazil) shall be finally settled by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law (excluding Article 26 thereof) and in effect on the date of this Indenture (the “UNCITRAL Arbitration Rules”).

(ii) With respect to any claim by any Holder of Debt Securities against the Trustee in any Dispute to which the Trustee is a party, such Holder by invoking these procedures consents to the consolidation, at the election of the Trustee, of any arbitration commenced hereunder with any other arbitration commenced by any Holder of Debt Securities against the Trustee unless the arbitrators in the proceeding first commenced determine the claims do not arise out of substantially the same occurrence, transaction, or series of transactions and occurrences, or that consolidation would prejudice the rights of a party. All Holders of Debt Securities in a consolidated arbitration shall select, within 30 days of the consolidation decision, one arbitrator as the sole party appointed arbitrator on behalf of all Holders parties to the consolidated arbitration.

(iii) In the event of a Dispute between or among two parties, the number of arbitrators shall be three, to be appointed in accordance with Section II of the UNCITRAL Arbitration Rules, which, among other things, provides that (1) each party shall appoint one arbitrator, (2) the two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the tribunal

 

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and (3) if within 30 calendar days after the appointment of the second arbitrator the two arbitrators have not agreed on the choice of a presiding arbitrator, the presiding arbitrator shall be appointed under Article 6 of the UNCITRAL Arbitration Rules. The appointing authority shall be the Chairman of the International Court of Arbitration of the International Chamber of Commerce. The third arbitrator may be (but need not be) of the same nationality as any of the parties to the arbitration. For the purposes of this paragraph 17(a)(iii), one or more Holders of Debt Securities party to a Dispute shall be considered one party to the Dispute and the Holders shall select one arbitrator as the sole party appointed arbitrator on behalf of all Holders parties to the Dispute.

(iv) In the event of a Dispute among the Republic, the Trustee and one or more of the Holders of Debt Securities, the number of arbitrators shall be five. The five arbitrators will be appointed in accordance with Section II of the UNCITRAL Arbitration Rules, which shall be modified to provide for the appointment of two neutral arbitrators and, which, among other things, would thus provide that (1) one arbitrator shall be appointed by each of the Republic, the Trustee and all Holders of Debt Securities parties to such dispute acting together, (2) the three arbitrators thus appointed shall choose two arbitrators one of whom shall act as the presiding arbitrator of the tribunal, and (3) if within 30 calendar days after the appointment of the third arbitrator the three arbitrators have not selected two additional arbitrators and designated one of them as the presiding arbitrator, the additional arbitrators shall be appointed and one of the additional arbitrators shall be designated the presiding arbitrator by an appointing authority in the same way as a sole arbitrator would be appointed under Article 6 of the UNCITRAL Arbitration Rules. The appointing authority shall be the Chairman of the International Court of Arbitration of the International Chamber of Commerce. The presiding arbitrator may be (but need not be) of the same nationality as any of the parties to the arbitration.

(v) The place of arbitration shall be New York, New York. The language of the arbitration shall be English, but documents or testimony may be submitted in another language if a translation is provided. The arbitrators shall appoint a secretary with offices and facilities in New York, New York to provide administrative services in support of the proceedings. Any arbitral tribunal established hereunder shall state its reasons for its decisions in writing and shall make its decisions entirely on the basis of the substantive law specified in Paragraph 17 hereof and not on the principle of ex aequo, et bono or otherwise. The decision of any such arbitral tribunal shall be final to the fullest extent permitted by law.

(b) The Republic hereby agrees that in any arbitration proceedings under this Paragraph 17, it will not raise any defense that it could not raise but for the fact that it is a sovereign state. The Republic’s agreement to arbitrate does not constitute a waiver of any right to sovereign immunity from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) to which it may be entitled in jurisdictions other than Brazil with respect to the enforcement of any award rendered by an arbitral tribunal constituted under this Paragraph 17 or the Indenture.

 

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(c) For the sole purpose of receiving service of process or other legal summons in connection with obtaining homologation of any arbitral award pursuant to this Paragraph 17 in the Superior Tribunal de Justiça, the Republic hereby irrevocably agrees that any such process or summons may be served upon it, pursuant to Article 35, section II of Supplementary Law No. 73 of February 10, 1993, by delivery to the Procurador Geral da União, Ed. Multibrasil Corporate, Sede I AGU, Setor de Autarquias Sul - Quadra 3 - Lote 5/6, Brasilia-DF, Brazil, as its authorized agent (the “Authorized Agent”) upon whom any such process or summons may be served or by any other means permissible under the laws of Brazil.

(d) The Republic hereby represents and warrants that it has no right to immunity, on the grounds of sovereignty or otherwise, from service of process or jurisdiction or any judicial proceedings of any competent court located in Brazil or from execution of any judgment in Brazil (except for the limitation on alienation of public property referred to in Article 100 of the Civil Code of Brazil) or from the execution or enforcement therein of any arbitration decision in respect of any proceeding or any other matter arising out of or relating to its obligations under the Indenture or the Debt Securities or any coupon appertaining thereto, and to the extent that the Republic is or becomes entitled to any such immunity, it irrevocably and unconditionally agrees not to plead or claim any such immunity with respect to its obligations or any other matter under or arising out of or in connection with the Indenture or the Debt Securities or any coupon appertaining thereto.

(e) Any action against the Republic arising out of or based on the Indenture or the Debt Securities or any coupon appertaining thereto may be instituted by the Trustee or the Holder of the Debt Securities in any competent court in Brazil unless at the time an action is filed an arbitral tribunal has already been constituted pursuant to paragraph 17(a) to resolve a Dispute relating to substantially the same occurrence, transaction, or series of transactions and occurrences, in which case the Dispute shall be resolved pursuant to paragraph 17(a). The Republic hereby agrees that its obligation to effect payments of principal of (and premium, if any, on), and interest on this Debt Security constitutes an obligation to pay a sum certain which may be collected through execution proceedings and that the Debt Securities constitute extrajudicial execution instruments (títulos executivos extrajudiciais) in accordance with the provisions of Article 784(II) of the Civil Procedure Code of Brazil of March 16, 2015, effective as of March 18, 2016 for the collection of any amounts due under the Debt Securities and the principal of, (and premium, if any, on), and interest on the Debt Securities, and that a Holder of the Debt Securities or any coupon appertaining thereto shall have the right, exercisable at its sole discretion, to institute legal proceedings against the Republic for the collection of the principal of, (and premium, if any, on), and interest on the Debt Securities through the proceedings contemplated in Article 910 of the Civil Procedure Code of Brazil of March 16, 2015, effective as of March 18, 2016. The Republic hereby waives irrevocably any immunity from jurisdiction or execution (except for the limitation on alienation of public property referred to in Article 100 of the Civil Code of Brazil) to which it might otherwise be entitled in any action arising out of or based on the Indenture, the Debt Securities or any coupon appertaining thereto which may be instituted by the Trustee or any Holder of the Debt Securities or any coupon appertaining thereto in any competent court in Brazil.

 

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(f) No arbitration proceedings hereunder shall be binding upon or in any way affect the right or interest of any person other than the claimant or respondent with respect to such arbitration.

18. Indemnification for Foreign Exchange Fluctuations. The Republic agrees that, if a judgment or order given or made by any court or arbitration tribunal for the payment of any amount in respect of any Debt Security is expressed in a currency (the “judgment currency”) other than the currency in which such Debt Security is denominated (the “denomination currency”), the Republic will pay to the Holders or Trustee, as applicable, any deficiency arising or resulting from any variation in rates of exchange between the date as of which the amount in the denomination currency is notionally converted into the amount in the judgment currency for the purposes of such judgment or order and the date of actual payment thereof. This obligation will constitute a separate and independent obligation from the other obligations under the Debt Securities, will give rise to a separate and independent cause of action, will apply irrespective of any waiver or extension granted from time to time and will continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due in respect of the relevant Debt Security or under any such judgment or order. The term “rates of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into the denomination currency.

19. Warranty of the Republic. Subject to paragraph 15, Republic hereby certifies and warrants that all acts, conditions and things required to be done and performed and to have happened precedent to the creation and issuance of this Debt Security and to constitute the same legal, valid and binding obligations of Republic enforceable in accordance with their terms, have been done and performed and have happened in due and strict compliance with all applicable laws.

20. Definitive Headings. The descriptive headings appearing in these Terms are for convenience of reference only and shall not alter, limit or define the provisions hereof.

21. Modifications. (a) Any Modification to the Debt Securities or the Indenture insofar as it affects the Debt Securities shall be made in accordance with Article Ten and Article Eleven of the Indenture.

(b) Any Modification pursuant to this paragraph 21 will be conclusive and binding on all Holders of the Debt Securities, and on all future Holders of the Debt Securities whether or not notation of such Modification is made upon the Debt Securities.

(c) Any instrument given by or on behalf of any Holder of a Debt Security in connection with any consent to or approval of any such Modification will be conclusive and binding on all subsequent Holders of that Debt Security.

22. Repurchase. The Republic may at any time purchase Debt Securities at any price in the open market, in privately negotiated transactions or otherwise. Debt Securities so purchased by or on behalf of the Republic may, at the Republic’s discretion, be held, resold or surrendered to the Trustee for cancellation.

 

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TRUSTEE, REGISTRAR, PAYING AGENT AND TRANSFER AGENT

The Bank of New York Mellon

240 Greenwich Street

New York, New York 10286

United States

PAYING AGENT, CALCULATION AGENT

AND TRANSFER AGENT

The Bank of New York Mellon, London Branch

160 Queen Victoria Street

London EC4V 4LA

United Kingdom

 

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Exhibit 7

[Letterhead of Arnold & Porter Kaye Scholer LLP]

April 23, 2026

Minister of Finance

Ministry of Finance

Federative Republic of Brazil

Esplanada dos Ministérios

Bloco P

70048-900, Brasília-DF

Brazil

Ladies and Gentlemen:

We have acted as special United States counsel for the Federative Republic of Brazil (“Brazil”) in connection with (i) the issuance by Brazil of €2,000,000,000 aggregate principal amount of 4.000% Global Bonds due 2030 (the “2030 Global Bonds”); (ii) the issuance by Brazil of €1,500,000,000 aggregate principal amount of 4.875% Global Bonds due 2033 (the “2033 Global Bonds”), (iii) the issuance by Brazil of €1,500,000,000 aggregate principal amount of the 5.500% Global Bonds due 2036 (the “2036 Global Bonds” and, together with the 2030 Global Bonds and 2033 Global Bonds, the “Global Bonds”) pursuant to (a) the registration statement under Schedule B, Registration No. 333-261972 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), pursuant to which Brazil has registered up to U.S.$26,401,970,000 aggregate principal amount of its debt securities and warrants to be offered and sold from time to time thereunder, (b) the Prospectus dated March 30, 2022 forming a part of the Registration Statement and (c) the final Prospectus Supplement dated April 15, 2026; and (iii) the transactions contemplated by the Terms Agreement (the “Terms Agreement”) dated as of April 15, 2026, among Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Merrill Lynch International, and UBS AG London Branch, as Underwriters, and Brazil. We are familiar with the Indenture, dated as of July 2, 2015, between Brazil and The Bank of New York Mellon (the “Indenture”) and the form of Terms Agreement previously filed as part of Brazil’s Registration Statement on Schedule B (Registration No. 333-261972) and made a part of the Registration Statement. The Terms Agreement and the Indenture are collectively defined herein as the “Agreements”.

In rendering the opinion expressed below, we have examined and relied upon such certificates of public officials, government documents and records and other certificates and instruments furnished to us, and have made such other investigations, as we have deemed necessary or advisable in connection with the opinion set forth herein. Furthermore, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the authority of Brazil to enter into the Agreements and cause the issuance of the Global Bonds, and the conformity to authentic originals of all documents submitted to us as copies. As to any document originally prepared in any language other than English and submitted to us in translation, we have assumed the accuracy of the English translation.

This opinion is limited to the federal laws of the United States and the laws of the State of New York, and we do not express any opinion herein concerning the laws of any other jurisdiction. Insofar as the opinion set forth herein relates to matters of the laws of Brazil, we have relied upon the opinion of Fabiani Fadel Borin, a duly authorized attorney of the Office of the Attorney General of the National Treasury of the Ministry of Finance of the Federative Republic of Brazil, a copy of which is being filed as Exhibit 8 to Amendment No. 3 to the Annual Report of Brazil on Form 18-K for the fiscal year ended December 31, 2024 (the “18-K/A”), and our opinion herein is subject to any and all exceptions and reservations set forth therein.

Based upon and subject to the foregoing and assuming the due authorization of the Global Bonds by Brazil, we are of the opinion that when the Global Bonds have been duly authorized, issued, and executed by Brazil and authenticated, delivered, and paid for as contemplated by the Agreements, the Prospectus and any amendment and supplement thereto, the Global Bonds will constitute valid and binding obligations of Brazil under the laws of the State of New York.

We hereby consent to the filing of this opinion as Exhibit 7 to the 18-K/A and to the reference to this firm under the heading “Validity of the Securities” in the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Exhibit 8

 

		PROCURADORIA-GERAL DA FAZENDA NACIONAL   COORDENAÇÃO-GERAL DE OPERAÇÕES FINANCEIRAS DA UNIÃO - COF

April 23, 2026

Ministry of Finance - Federative Republic of Brazil

Procuradoria-Geral da Fazenda Nacional, Esplanada dos Ministérios Bloco P, 8°Andar

70048-900, Brasília-DF

Brazil

 

Re:

Federative Republic of Brazil

Registration Statement No. 333-261972

Ladies and Gentlemen:

I, Fabiani Fadel Borin, Attorney of the Office of the Attorney General of the National Treasury of the Ministry of Finance of the Federative Republic of Brazil (the “Republic”), have reviewed the above-referenced Registration Statement (the “Registration Statement”), including the Basic Prospectus dated March 30, 2022 (the “Basic Prospectus”), the Prospectus Supplement dated April 14, 2026, constituting a part thereof (together with the Basic Prospectus, the “Prospectus”), the Indenture, dated as of July 2, 2015 (the “Indenture”), between the Republic and The Bank of New York Mellon, including the form of debt securities attached thereto, previously filed as an exhibit to the Republic’s pre-effective Amendment No.1 to Registration Statement No. 333-210338, and made a part of the Registration Statement, and the Terms Agreement, dated April 15, 2026 (the “Terms Agreement”), among the Republic, Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Merrill Lynch International, and UBS AG, London Branch pursuant to which the Republic proposes to issue its 4.000% Global Bonds due 2030 (the “2030 Global Bonds”), its 4.875% Global Bonds due 2033 (the “2033 Global Bonds”, and its 5.500% Global Bonds due 2036 (the “2036 Global Bonds” and, together with the 2030 Global Bonds and the 2033 Global Bonds, the “Global Bonds”).

The issuance of the Global Bonds has been authorized pursuant to Resolution No. 20 dated November 16, 2004 of the Federal Senate of Brazil, as amended by Senate Resolution No. 7 dated May 21, 2024 of the Federal Senate of Brazil, each enacted pursuant to Article 52 of the Constitution of the Federative Republic of Brazil.

It is my opinion that the Global Bonds have been duly authorized, and when executed and delivered by the Republic and authenticated pursuant to the Indenture and delivered pursuant to the Terms Agreement and the Prospectus, the Global Bonds will constitute valid and legally binding direct and unconditional obligations of Brazil under the present laws of Brazil.

I hereby consent to the filing of this opinion as Exhibit 8 to Amendment No. 3 to the Annual Report of the Republic on Form 18-K/A for the fiscal year ended December 31, 2024. In giving the foregoing consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Exhibit 9

CALCULATION AGENCY AGREEMENT

This Calculation Agency Agreement (the “Agreement”), dated as of April 23, 2026, is entered into among the Federative Republic of Brazil (the “Republic”), on the one hand, and The Bank of New York Mellon, London Branch, on the other hand (the “Calculation Agent”).

WHEREAS, reference is made to the Indenture, dated as of July 2, 2015, between the Republic and The Bank of New York Mellon, as Trustee (the “Indenture”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture;

WHEREAS, pursuant to Section 2.1 of the Indenture, the Republic has issued €2,000,000,000 aggregate principal amount of 4.000% Global Bonds due 2030, €1,500,000,000 aggregate principal amount of 4.875% Global Bonds due 2033, and €1,500,000,000 aggregate principal amount of 5.500% Global Bonds due 2036 (collectively, the “Bonds”) on the date hereof;

WHEREAS, in connection with the issuance of the Bonds, the Republic wishes to appoint The Bank of New York Mellon, London Branch to serve as Calculation Agent;

NOW THEREFORE, in consideration of the mutual promises set forth hereafter, the parties hereto agree as follows:

1. Appointment. The Republic hereby appoints The Bank of New York Mellon, London Branch as Calculation Agent under the Indenture in connection with the issuance of the Bonds. The Calculation Agent hereby accepts such appointment and agrees to act in such capacity pursuant to the terms of the Indenture and this Agreement.

2. Calculation.

(a) In respect of any payment due in connection with the Bonds, if the Euro is unavailable to the Republic due to the imposition of exchange controls or other circumstances beyond the Republic’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then upon a written request of the Republic delivered at least one business day prior to the relevant Payment Determination Date (as defined below) (each such request, a “Calculation Notice”), the Calculation Agent shall determine the amount to be paid in U.S. Dollars for any such Payment Date (the “Dollar Payment Amount”). Each Calculation Notice shall include the relevant Payment Date for which such calculation is to be performed, and the aggregate amount of payments which would otherwise be due in Euros on such Payment Date (the “Euro Payment Amount”).

(b) The Calculation Agent will utilize the Spot Rate for purposes of determining the Dollar Payment Amount. For this purpose, (i) “Spot Rate” means the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second business day prior to the relevant Payment Date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second business day prior to the relevant Payment Date (in either case, the “Payment Determination Date”) and (ii) “business day” means any day that is a day on which the Trans-European Automated Real-time Settlement Express Transfer (TARGET2) System (or any successor thereto) is open for business.

(c) The Calculation Agent will, as soon as practicable after the determination of the Spot Rate for any such Payment Date in respect of the Bonds, calculate the Dollar Payment Amount. The Dollar Payment Amount will be calculated by applying the Spot Rate to the Euro Payment Amount for such Payment Date.

(d) Unless otherwise instructed by the Republic, the Calculation Agent will cause the Spot Rate, the Dollar Payment Amount and the Payment Determination Date for such Payment Date in respect of the Bonds to be notified to the Republic and the Trustee (at the address specified in the Indenture) no later than one business day following the Payment Determination Date. If the Bonds become due and payable pursuant to an acceleration upon an Event of Default other than on a Payment Date, the Spot Rate, the Dollar Payment Amount and the Payment Determination Date in respect of the Bonds shall, upon delivery of a Calculation Notice, nevertheless continue to be calculated and notified in accordance with the foregoing provisions. All determinations and calculations made by the Calculation Agent pursuant to the foregoing provisions will, in the absence of willful misconduct, gross negligence or manifest error, be binding on the Republic and the Calculation Agent.

(e) The Calculation Agent shall have no responsibility whatsoever to determine whether a payment is due under the Indenture, in U.S. Dollars or Euros or otherwise; is not responsible for processing any foreign exchange conversion necessary to make payments in U.S. Dollars or Euros; and is not responsible for the sufficiency of the Dollar Payment Amount or the satisfaction of any obligations of the Republic under the Indenture.

(f) The Calculation Agent may enter into spot foreign exchange transactions with the Republic and may provide such foreign exchange services itself or through any BNY Affiliates* and, in those cases, the Calculation Agent or, as the case may be, the relevant BNY Affiliate through which currency is converted acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, sales margin, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under this Agreement and the rate that the Calculation Agent or any BNY Affiliate receives when buying or selling foreign currency for its own account. The Calculation Agent makes no representation that the exchange rate used or obtained in any currency conversion under this Agreement will be the most favorable rate that could be obtained at the time or as to the method by which that rate will be determined. For the avoidance of doubt, this Agreement shall not apply to any such FX transaction and all such services will be in addition to the services provided hereunder and subject to such terms and conditions as separately disclosed.

 

*	Defined as any office, branch or subsidiary of The Bank of New York Mellon Corporation.

 

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3. Protections. In acting as Calculation Agent, the Calculation Agent shall be entitled to the same indemnification rights granted to the Trustee under the Indenture and to the rights, privileges, protections, immunities and benefits granted to the Trustee under the Indenture. In no event shall the Calculation Agent be liable for any action taken in accordance with the instructions of the Republic.

4. Miscellaneous.

(a) Section 9.7 and Section 9.8 of the Indenture (Governing Law; Consent to Service, Jurisdiction; Waiver of Immunities) shall apply, mutatis mutandis, to this Agreement as if fully set forth herein.

(b) No provision of this Agreement may be amended, modified or waived, except in a writing signed by the parties hereto.

(c) If any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court, this Agreement shall be construed and enforced as if such provision had not been contained herein and shall be deemed an agreement among the Calculation Agent and the Republic to the full extent permitted by applicable law.

(d) This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and permitted assigns of the parties hereto.

(e) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

(f) The Section headings herein are for convenience only and shall not affect the construction thereof.

(g) All notices, requests and other communications required to be in writing will be delivered to the address or transmitted to the facsimile indicated on the signature page hereof, or, if requested by a party, transmitted to an email address specified by such party.

[Signature pages to follow]

 

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Please acknowledge receipt of this Agreement, and confirm the arrangements herein provided, by signing and returning the enclosed copy hereof, whereupon this Agreement and your acceptance of the terms and conditions herein provided shall constitute a binding Agreement.

 

Address for notices:

Attention: Procuradoria-Geral da Fazenda Nacional,

Ministério da Fazenda, Esplanada dos Ministérios, Bloco P,

8°Andar, 70048-900, Brasília-DF, Brasil, Attention:

Procuradora-Geral da Fazenda Nacional,

with a copy to:

Secretaria do Tesouro Nacional, Ministério da Fazenda,

Esplanada dos Ministérios, Bloco P, Ed. Anexo do

Ministério da Fazenda, 1°Andar, Ala A, Sala 113, 70048-

900 Brasília-DF, Brasil, Attention: Coordenador-Geral de

Operações da Dívida Pública - CODIP (Facsimile: +55 (61)

3412-1534).

 

[Signature page – Calculation Agency Agreement]

Accepted and agreed to by:

THE BANK OF NEW YORK MELLON, LONDON BRANCH

as Calculation Agent

 

By:		/s/ Colin Lamb

Name:		Colin Lamb

Title:		Agent
Address for notices:
160 Queen Victoria Street
London EC4V 4LA
United Kingdom

 

[Signature page – Calculation Agency Agreement]