02 - Banif
Transcription
02 - Banif
BOARD OF DIRECTORS AND OFFICERS GENERAL MEETING BOARD OF DIRECTORS SUPERVISION BOARD Chairman Prof. Doutor António Soares Pinto Barbosa Chairman Comendador Horácio da Silva Roque Secretaries Comendador Jorge de Sá Dr. José Lino Tranquada Gomes Vice Chairmen Dr. Joaquim Filipe Marques dos Santos Dr. Carlos David Duarte de Almeida Full Members Ernst & Young Audit & Associados – Sociedade de Revisores Oficiais de Contas, SA, represented by Dr. Alfredo Guilherme da Silva Gândara Dr. José Luís Pereira de Macedo Directors Dr. António Manuel Rocha Moreira Dr. Artur Manuel da Silva Fernandes Dr. Artur de Jesus Marques Dr. José Marques de Almeida Alternate Director Dr. Fernando José Inverno da Piedade Report and Accounts 4 04 Secretary General Dr. Carlos Oliveira ADVISORY BOARD Chairman Comendador Horácio da Silva Roque, representing Rentipar - Sociedade Gestora de Participações Sociais, SA. Vice Chairmen Dr. Fernando José Inverno da Piedade, representing Renticapital - Investimentos Financeiros, SA. Comendador João Francisco Justino Dr. Fernando Mário Teixeira de Almeida Dr. Rui Alberto Faria Rebelo, representing Empresa de Electricidade da Madeira, SA. Dr. Gonçalo Cristóvam Meirelles de Araújo Dias Prof. Doutor Luis Manuel Moreira Campos e Cunha Eng. António Fernando Couto dos Santos Dr. Miguel José Luis de Sousa Eng. Nicolau de Sousa Lima Auditors Ernst & Young Audit & Associados – S.R.O.C., SA. Board of Directors Artur Marques Rocha Moreira Marques dos Santos Horácio Roque Duarte de Almeida Artur Fernandes Marques de Almeida 5 Banif SGPS, SA NOTE This CD ROM contains the full version of the Report and Accounts for 2004 of the company Banif SGPS, SA, this version can also be found in our web site www.grupobanif.pt as well as in the internet site of the Portuguese Securities Market Commission. There can be found a summarized version of this document printed in which we have included information considered to be of greatest interest of the general public. Report and Accounts 6 04 NOTICE OF ANNUAL GENERAL MEETING On the request of the Board of Directors, I hereby notify the shareholders, in accordance with the law and the articles of association, of the Annual General Meeting to be held at the registered offices of the company, at Rua de João Tavira no. 30, Funchal, on 21 March 2005, at 11 a.m., with the following order of business: 1. To receive the Management Report of Banif SGPS, SA, Individual and Consolidated, for the Financial Year of 2004, and the Financial Statements of Banif SGPS, SA, Individual and Consolidated, relating to the same period; 2. To resolve on the proposal for allocation of profits; 3. To assess in general terms the management and auditing of the company; 4. To resolve on a proposal from the Board of Directors for the acquisition and disposal of own shares. 5. To elect the Chairman and two full members of the Audit Board, to serve until the end of the current term of office. For the purposes of attendance at the General Meeting and exercise of voting rights, the following rules shall be observed: a) Without prejudice to the right to form groups, as provided for in article 379-5 of the Companies Code, participation and voting rights at the meeting shall depend on registration, no less than eight days prior to the date set for the meeting, of no less than one hundred shares in an account with a financial broker authorized by the Securities Market Commission. b) For the purposes of participation, Shareholders with voting rights shall prove this capacity to the chairman of the general meeting, by delivering to the company’s registered offices, by seventeen hundred hours on the last business day prior to the date of the meeting, a certificate issued for this purpose by the financial broker, attesting to registration of their shares. 7 Banif SGPS, SA NOTICE OF ANNUAL GENERAL MEETING (cont.) c) Shareholders who wish to be represented shall notify the Chairman of the General Meeting of the name of their representative, by means of a proxy letter received at the registered offices of the company, by seventeen hundred hours on the business prior to the date of the meeting, the same rule applying to instruments proving the constitution of any groupings as referred to in a) above. d) Corporate shareholders shall notify the Chairman of the General Meeting, by letter received by the same by the opening of the meeting, of the name of their representative. e) Shareholders with voting rights may only exercise such rights through postal votes in resolutions concerning amendment of the Articles of Association and election of company officers. Postal votes shall be considered when sent by registered mail with recorded delivery, received at the registered offices of the company by seventeen hundred hours on the business day prior to the date of the meeting. Such letters shall be addressed to the Chairman of the General Meeting, at the registered offices of the company, at Rua de João Tavira no. 30, 9004-509 Funchal. Each letter shall contain: 1. The certificate referred to in b) above. 2. A closed envelope indicating that it contains postal votes, and the General Meeting to which they relate. This envelope shall contain the voting declaration, indicating (i) the full name of the Shareholder, (ii) the vote in favour, or against, the corresponding item on the order of business, identifying the proposal to which it relates. The voting declaration shall be signed, and the signatory, in the case of individuals, shall indicate the number, date and issuer of their identity card or equivalent document issued by the relevant authority of a European Union country, or of their passport. In the case of corporate shareholders, the voting declaration shall contain the company stamp, signature and capacity of the representative. Report and Accounts 8 04 Postal votes received in due time at the Company shall be delivered to the Chairman at the beginning of the General Meeting to which they relate. The Company Secretary shall organize postal votes and, in particular, (I) verify the number of votes held by the voter and the authenticity of the vote, by examining the certificate referred to in b), (II) at the start of voting on each item of the order of business where postal votes are allowed, open each of the postal votes, annotating the time of opening on the respective envelope, and signing the same. In counting the votes on each of the items on the order of business where postal votes are permitted, postal votes shall be included in accordance with the expression of intention contained in the voting declaration. The documents and preparatory information for the General Meeting referred to in article 289 of the Companies Code shall be available for consultation by the Shareholders at the registered offices, as from the fifteenth day prior to the date of the meeting, during office hours. The financial statements, together with the proposals to be submitted to the Annual General Meeting by the Board of Directors, shall also be made available for consultation, as from the fifteenth day prior to the date of the meeting, on the Company’s website, at www.grupobanif.pt. Lisbon, 16 February 2005 The Chairman of the General Meeting António Soares Pinto Barbosa 9 Banif SGPS, SA MESSAGE TO SHAREHOLDERS In 2004, the Banif Group continued with the drive for expansion and reorganization which had started in 2002, with the central aim of shaping an increasingly integrated, efficient and functional business structure, thereby strengthening the Group’s capacity to compete and intervene in the market. Despite the relatively unfavourable economic climate in 2004, Banif SGPS, SA recorded consolidated cash flow of 105.6 million Euros and consolidated profits for the period of 37.3 million Euros, which represent growth of 10.1% and 47.1%, respectively, over the previous year. The Banif Group’s net assets stood at 6.455,7 million Euros at the end of the year, corresponding to growth of 13.0% over 2003. These are results which we may regard as revealing positive performance. Cross-selling of products has once again proved to be a key factor in boosting the integration of the companies making up the Banif Group. Results in this area were once again worthy of note, revealing growth at above the market rate for the different products marketed through this project. Crossselling is therefore a policy to be pursued with determination, not only because of the excellent commercial results, but also because of its valuable contribution to consolidating the Group attitude and culture essential for the full affirmation of the Banif Group. Report and Accounts 10 04 The ratings initially assigned to Banif – Banco Internacional do Funchal, SA by the Moody’s and Fitch agencies in January 2003, of Baa1 and BBB+ (long term) and P-2 and F2 (short term), were confirmed on two occasions during the year, in March and November. This was a very significant boost for the Bank’s business, providing evidence of its institutional stability and contributing to growing acceptance on the international capital markets, with obvious benefits for the Banif Group as a whole. For the third year running, Companhia de Seguros Açoreana, SA was considered to be the best life insurance company in Portugal. This distinction, awarded in the light of research conducted by Exame magazine, in partnership with Dun & Bradstreet and Deloitte & Touche, once more acknowledged the efforts made by the Group’s insurance company to assure the quality of the products and services offered to its clients. We may regarded this as further encouraging news, as we believe that quality, in all areas, is the ultimate key to business success. At the end of the year, a Memorandum of Understanding was concluded with CTT (the Portuguese Post Office), with a view to creation of a specialist commercial bank specializing in retail for private and small business clients, to use a network of branches located in existing post offices. To the extent possible, this new project will be based on the distribution of Banif products through the CTT network and, in operating terms, on the Banif infrastructure, both for central functions and for back office support for products and services. This is evidently a major project, and although the administrative permits required by law have yet to be obtained, we will not fail to place our full efforts and capacity at its service, in view of its importance for the future development of the Banif Group. 11 Banif SGPS, SA MESSAGE TO SHAREHOLDERS (cont.) Since its founding in 1988, more than 17 years ago, the Banif Group has been built up into a strong force on the market, to an extent which few believed to be possible. The Group’s employees have legitimate reason to be proud of all their achievements which, thanks to their efforts, dedication and skill, have contributed to Banif’s success, and I wish to address a special word of appreciation to all our staff. And these achievements should serve to encourage us to take the Group’s success further, gaining an increasingly active role in the markets on which we operate. Aware of the complexity of the challenges posed by the modern world, I wish to conclude by expressing my full confidence in the future of the Banif Group, and by assuring all those who have accompanied our work, and especially our Clients, who are the main focus of our activities, that we shall do everything to continue to merit their trust. Horácio da Silva Roque Chairman of the Board of Directors Report and Accounts 12 04 BANIF SGPS, SA 13 Banif SGPS, SA BANIF GROUP DISTRIBUTION NETWORKS POINTS OF SALES AS AT 31/12/04 Mainland Madeira Açores Abroad Banif Comercial 151 39 49 13 252 1. Banif 147 38 0 2 187 - Branches 123 33 0 0 156 - Business/Client Centres 19 2 0 0 21 - Call Centre 1 0 0 0 1 - Offshore Branch 0 2 0 0 2 - Others 4 1 0 2 7 2. BCA 1 0 49 5 55 - Branches 1 0 43 0 44 - Client Centres 0 0 5 0 5 - Offshore Branch 0 0 1 1 2 - Others 0 0 0 4 4 3. Banif Leasing/Banif Crédito 3 1 0 0 4 4. Banif-Primus 0 0 0 6 6 Banif Seguros 39 1 19 0 59 1. CSA 39 1 19 0 59 Banif Investimentos 2 1 1 7 11 1. Banif-Cayman 0 0 0 1 1 2. Banif Banco de Investimento 2 1 1 0 4 3. Others 0 0 0 6 6 TOTAL 192 41 69 20 322 Report and Accounts 14 Total 04 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’01 ‘ OUR PROPERTY’ YOUR UNIVERSE Economic Background Report and Accounts 04 ’01 Economic Background 1. THE INTERNATIONAL ECONOMY The financial year of 2004 produced one of the highest rates of growth of the last decade – the World Bank estimates that the global economy grew by approximately 4% - due essentially to stimulus from the Chinese, American and Japanese economies, and a more favourable money supply, as interest rates remained at historically low levels. However, the year was also marked by a series of factors which are more usually associated with an economic slowdown: oil prices reached an all-time high at 54.26 dollars and the American Federal Reserve started on a new cycle of interest rate hikes after two years of stability. The year also witnessed the historical expansion of the European Union to 25 members, taking in ten Eastern European nations, and the re-election of George W. Bush, in a scenario of continued political instability in Iraq and Palestine. From a strictly economic point of view, there were a number of major developments in 2004. Unlike previous oil shocks, the sudden rise in oil prices from the second quarter onwards had only a moderate impact on the pace of growth and the inflationary effects were short lived. The pace of growth in the Chinese economy remained fairly high, at around 9%, as against 15% in the previous year, despite expectations of an abrupt deceleration. The US budget and trade deficits, generally known as the “twin deficits”, worsened, meaning that careful attention still needs to be paid to readjustment. Japan recorded the highest rate of growth for 13 years and appears to be on the verge of overcoming the problem of deflation. And finally, the European bloc recorded almost anaemic growth, as the Euro shot up in value and unemployment stagnated. The US economy is estimated to have grown by approximately 4.3% in 2004, but this healthy figure conceals an uneven trend over the course of the year. First quarter growth was impressive, with GDP up 4.5% between January and March in comparison with the previous quarter, but this was followed by a more ambiguous period, with most consumer and business confidence indexes Report and Accounts 16 04 showing a downward trend. This was probably due to a combination of factors, such as the end of fiscal incentives for families, the prospect of an impending rise in the Federal Reserve interest rates, the slack rate of job creation and the upward trend in oil prices. In particular, and although it grew by approximately 4.3%, the US economy generated employment at lower levels than is normal in similar phases of the cycle, which caused concern to analysts and investors over much of the year. Towards the end of 2004, with oil prices stabilizing and a palpable recovery in business confidence (not unrelated to a package of fiscal incentives for investment) and the capital markets, most indicators showed more positive signs, which permitted the US economy to close the final quarter with growth estimated at 4.0%. As regards inflation, 2004 made it possible to set aside fears of deflation, which had caused so much concern to the monetary authorities in 2003. Nonetheless, whilst rising oil prices naturally affected the current inflation rate, the underlying rates, which exclude food and energy prices, suffered significantly less, and fluctuated between 1.1% and 2.2%, a more comfortable level from the perspective of the central banks, and the Federal Reserve in particular. The Euro Zone appears to have recovered at a significantly slower rate than other regional blocks in 2004, with output up by approximately 1.8%. Despite a relatively encouraging start to the year, the combine effect of the rise in oil prices and the strong appreciation of the Euro took their toll on the European economy, which is the largest exporter bloc in the world and consequently very sensitive to sudden changes on the foreign exchanges and in external demand. In addition to this, the slowdown experienced from the summer onwards was probably due in the main to the less positive signals coming out of the American economy in the preceding months. In general, the current problem facing the European economy lies in the slackness of domestic demand, due to a significant extent to stagnation in the labour market (the 17 ’01 Economic Background 1. THE INTERNATIONAL ECONOMY (cont.) unemployment rate has held steady at between 8.9% and 9.0% since March 2003). Japan recorded in 2004 its highest rate of growth since the early nineteen nineties, with output rising by approximately 4.3%, stimulated essentially by external demand and, in particular, by China. In effect, the pattern of Japanese growth has a number of similarities with the European situation, given the importance of external demand, as opposed to domestic demand, as the engine of growth. Curiously, although the labour market recovered somewhat over the course of the year, with the jobless rate dropping from 5% to 4.5%, in keeping with an across-the-board improvement in business confidence indicators, consumer confidence indicators fluctuated significantly over the course of the year, hitting the lowest point for the year in December. Despite this, 2004 can be regarded as a fairly positive year for Japan, not only because of strong economic growth but also because there were encouraging signs of an end to deflation: the November year-on-year inflation rate stood at 0.8%, and there were several months with zero price increases (instead of negative variations). Report and Accounts 18 04 GROWTH IN GDP (REAL VARIATION RATE) % 5.0 4.0 3.0 2.0 1.0 0.0 -1.0 2002 2003 EU 2004 USA JAPAN The principal Asian economies maintained a pace of growth in line with the trends observed in 2003, with growth, even so, remaining fairly high (at approximately 7.8%), driven by lively internal demand, which in turn helped to increase the volume of trade at global level. China’s importance in this context continues to grow, in the wake of its recent accession to the World Trade Organization. Accordingly, although widely-held expectations in early 2004 pointed to a sudden slowdown in the Chinese economy, the country recorded growth for 2004 of 8.8%. This was a historic year for Eastern Europe: on May 1, ten new countries joined the European Union (EU), in what in numerical terms was the largest ever expansion of the Union in its history. It is also the most challenging, given the stage of economic development of most of the new members. The new EU members include Cyprus, the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Slovakia and Slovenia. In general, the group has 19 ’01 Economic Background 1. THE INTERNATIONAL ECONOMY (cont.) recorded fairly solid rates of growth, at around 5% on average, reflecting flows of foreign investment associated with integration, although they face ongoing challenges as concerns consolidation of budgetary policy. As a whole, Eastern Europe, including non-member countries, and Russia in particular, is estimated to have recorded growth of approximately 7.0% in 2004, as against 5.9% for the previous year. Latin America benefited in 2004 from a number of positive factors, which allowed it to record a rate of growth in the region of 4.7%, well above the level for 2003. Continued low interest rates in the US (much of the foreign debt of these countries is dollar indexed) helped to maintain financial stability, enhancing the benefits of orthodox economic policies, whilst the export sector was also stimulated by demand from China and also by favourable trends in raw materials prices. Brazil merits special mention in this respect, giving recorded growth of 4.5% in a context of falling inflation and budgetary consolidation: the year-on-year inflation rate ended the year at 7.3%, as against 9.3% in the previous year, whilst the budget deficit fell from 5.2% to 3.0% of GDP. In effect, the decision to embrace orthodox economic policies – the Brazilian government has set itself the target of a primary surplus of 4.5% and the central bank has been particularly careful in its management of inflationary risks, having increased its rate by 1.25% over the year as a whole – was eventually reflected in the rise of the Real against the Dollar by 8% over the year, and in the narrowing of the main reference for Brazilian risk (the spread of the EMBI+ index) to 383 bps, an unprecedented level for this country. The harmonization of monetary policy, especially in the English speaking world, was another of the main themes of 2004, with the American Federal Reserve increasing its reference rate by 125 base points, from 1% to 2.25%, in the space of six months, after almost two years of stability. The hike in rates Report and Accounts 20 04 was due more to the need to tighten monetary policy – the real interest rate had remained negative for a large part of the ear – than to any type of inflationary pressures, given that the inflation rate remained within a relatively comfortable band. Despite rising oil prices (between December 2003 and the peak in October 2004, the WTI index rose 92%), the underlying inflation indexes, which seek to measure price trends excluding more volatile factors and which the monetary authorities follow more closely, reacted very moderately. If we exclude oil, the factors which most contribute to creating inflationary pressures (high capacity utilization rates in manufacturing and an overheated labour market) remained absent from both the USA and Europe, which explains the European Central Bank’s decision to keep its reference rate at 2% throughout the year. INFLATION (YEAR-ON-YEAR RATE) % 2.5 2.0 1.5 1.0 0.5 0.0 -0.5 2002 2003 EU 2004 USA JAPAN 21 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’01 ‘ OUR PROPERTY’ YOUR UNIVERSE Economic Background Report and Accounts 04 ’01 Economic Background 2. THE PORTUGUESE ECONOMY CENTRAL BANKS (LEADING RATES) % 3.0 2.5 2.0 1.5 1.0 0.5 0.0 Dec-02 Apr-03 Aug-03 Dec-03 Apr-04 FED Aug-04 Dec-04 ECB The Portuguese economy recorded uneven growth over the course of 2004, due to internal and external factors. Although consumer confidence remained fairly poor throughout the year, the 1st half witnessed an upturn in the rate of growth, with GDP growing by approximately 1.4% in the 1st quarter and by 2.1% in the 2nd, stimulated essentially by external demand and investment. However, there was an abrupt turnaround in this trend in the summer months, and the rate of growth is estimated to have slowed to approximately 0.8%, due above all to a negative net contribution from net external demand, reflecting both an acceleration in imports and a slowdown in exports, which once again brought down the country’s external balances. Over the year as a whole, the Portuguese economy is thought to have grown by 1.1%, which is nonetheless a recovery after negative growth of 1.3% in 2003. In any case, performance was below the community average, which puts Portugal even further behind in the process of real convergence within the Euro Zone. Report and Accounts 22 04 GROWTH IN GDP (REAL VARIATION RATE) % 5.0 4.0 3.0 2.0 1.0 0.0 -1.0 -2.0 1997 1998 1999 2000 2001 2002 PORTUGAL 2003 2004 (E) EU In terms of the breakdown of GDP, the largest contribution to economic performance in 2004 appears to have come from the export sector, with growth in the order of 6.8%, although consumer spending also rallied remarkably (up 2.2%, as against to negative growth of 0.7% in 2003) in view of the worsening of the labour market (unemployment up from 6.5% to 6.8% in the 3rd quarter) and stagnation of real salaries. The stimulus from external demand appears to have been critical in boosting capital expenditure, which after falling by 9.6% in 2003, grew by an estimated 1.9%. Finally, in the field of public spending, the restrictive framework imposed by the Stability and Growth Pact remained in place, with public spending growing at a modest rate, in line with that recorded in 2003 (0.6% as against 0.5%). 23 ’01 Economic Background 2. THE PORTUGUESE ECONOMY (cont.) CONSUMER CONFIDENCE (INDEX) 120 0 -5 -10 -15 -20 -25 -30 -35 -40 -45 100 80 60 40 20 0 1997 1998 1999 2000 2001 2002 2003 2004 (E) PORTUGAL EU Despite the economic recovery, the Harmonized Retail Price Index (HRPI) was down on 2003, falling from 3.3% to approximately 2.5%, although this reduction conceals a degree of intra-annual volatility, caused by the rise in oil prices. INFLATION (RETAIL PRICE INDEX) % 4.0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 0.0 1997 1998 1999 2000 2001 2002 PORTUGAL Report and Accounts 24 04 2003 2004 (E) EU In relation to external accounts, and contrary to initial expectations, the balance of payments on current account worsened in 2004, and in combination with the capital account reached -5.4% of GDP, as against 3.6% in 2003. This was due above all to the deterioration of the trade balance in the second half of the year, as referred to above. 25 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’01 ‘ OUR PROPERTY’ YOUR UNIVERSE Economic Background Report and Accounts 04 3. THE FINANCIAL SYSTEM 3.1 OVERVIEW Despite the improvement in the domestic economy, the Portuguese banking sector continued to be faced with a challenging situation, especially in view of the brokerage margin due to continued low interest rates, added to which it was not able to benefit from a capital markets situation as favourable as in 2003. In this context, the strategic focus continues to be on improving efficiency standards, which in terms of revenue means increased cross-selling of products, and in terms of costs means cutting staff and closing branches. Despite the pressures from the economy, a number of strategies have begun to emerge for taking advantage of the recovery, albeit only incipient, in the Portuguese economy. Although GDP started to grow again in 2004, total lending was down on 2003 (October 2004 figures), in both the business and private sectors. Total lending to private customers fell by approximately 5.7% between December 2003 and October 2004, with the drop of 11.5% in the housing segment contributing significantly to this performance, given that consumer credit contracted by approximately 2.4% and other lending grew by 11%. 25 ’01 Economic Background 3. THE FINANCIAL SYSTEM (cont.) 3.2 MONEY MARKETS AND FOREIGN EXCHANGES The worsening of the US budget and trade deficits was a major topic of debate over the course of the year, reinforcing the widely held view that depreciation of the Dollar was needed to restore a degree of balance to the balance of payments and to slow down internal demand. The Dollar consequently fell by approximately 7% against the Euro, although this trend was sharper in the final part of the year, especially in the period following the US presidential elections, with the exchange rate closing the year at 1.3554/Euro as against 1.2595 at year-end 2003. The downward pressure even managed to override the fact that differentials between the money market curves have fallen in favour of the American side, due to increases in the Federal Reserve rates in the face of interest rate stability at the ECB. In relation to the Yen, the Dollar’s losses were partially mitigated by the foreign exchange intervention of the Bank of Japan, which has sought not only to protect Japan’s export sector but also to avoid renewed risks of deflation through exchange rate management. The Dollar accordingly closed the year at 102.63 yens/dollar, as against 107.22 at year-end 2003. EXCHANGE RATES 116 114 112 110 108 106 104 102 100 31-12-2003 1.40 1.35 1.30 1.25 1.20 0 24-03-2004 16-06-2004 DOLLAR / YEN Report and Accounts 26 04 08-09-2004 01-12-2004 DOLLAR / EURO Euribor rates presented a healthy yield curve for nearly all the year, although the steeper climb in the Euro in the final quarter contributed to a flatter curve, incorporating expectations of postponement of rate rises by the ECB or even of a fall, if the rate of appreciation had continued. In general, rates stayed at practically the same level as the previous year, with minimal fluctuations: the 3 month rate closed at 2.16% (up 3 base points), the 6 month rate at 2.22% (up 5 base points) and the 12 month rate at 2.36% (up 5 base points). The 1st quarter constituted an exception to the overall pattern for the year, because of the doubts accumulating at the time as to the health of the US economy, which were subsequently dispelled. EURIBOR RATES (YIELD CURVES) % 2.5 2.4 2.3 2.2 2.1 2.0 1.9 1.8 3M 31-12-2003 31-03-2004 6M 30-06-2004 9M 30-09-2004 12M 31-12-2004 27 ’01 Economic Background 3. THE FINANCIAL SYSTEM (cont.) 3.3 BOND MARKET No overall clear trends emerged from the bond market in 2004: although, at the start of the year, expectations of strong economic growth, with the inevitable inflationary impact deriving from this, pointed towards significant falls in bond prices, i) fears of an economic slowdown worldwide as a result of rising oil prices, ii) the poor performance of the labour market and iii) the fact that inflation remained within a perfectly comfortable band from the point of view of the central banks, caused prices to remain stable or event to register gains. As a result, the rate of return on American 10year bonds stayed within a band of 4.0% to 4.2% for a large part of the year, although it occasionally dropped below 4.0%, a level which is normally interpreted as indicating expectations of recession. In some cases, the rate hikes by the Federal Reserve, in a context of sharply rising oil prices, accentuated these decreases, causing the yield curve to flatten off over the year. In addition, there was another major factor influencing the prices of US bonds in addition to the respective fundamentals, the impact of which it is difficult to measure: the massive buying of US treasuries by Asian central banks, and especially those of China and Japan, which channelled into these bills the dollars acquired as part of their foreign exchange policies. This policy has in fact been regularly mentioned as the main reason why the yields on US bonds have remained at a relatively low level, not justified by the imbalance in American budget and trade accounts. The situation in Europe was not significantly different, although in this case there were no rate hikes from the European Central Bank and fears of an economic downturn have been generated above all by the appreciation of the Euro against the Dollar, which in itself is a sign of monetary restrictions. In this context, and insofar as, from the American side, doubts about the future of Report and Accounts 28 04 the economy have been mitigated, the differential in 10-year interest rates between the two blocs widened to an almost unprecedented extent: whilst, at year-end 2003, the difference was 5 base points, in favour of the US, in December 2004, the differential had turned around to 54 base points, revealing a reduction in the correlation between the two curves. This reduction is unusual, but fairly much in keeping with the fundamentals of the two economies. GERMAN TREASURY BONDS (YIELD CURVE) % 4.5 4.0 3.5 3.0 2.5 2.0 2 YEARS 31-12-2003 31-03-2004 5 YEARS 30-06-2004 10 YEARS 30-09-2004 31-12-2004 The Portuguese yield curve accompanied the movements in the Euro bloc, in particular the fall observed in the 1st quarter and the strong downwards trend in the last quarter, which caused the Treasury Bond yield to drop to a historic low, of 3.68%. The differential in relation to equivalent German bonds fluctuated between 10 and 15 base points over the course of the year. 29 ’01 Economic Background 3. THE FINANCIAL SYSTEM (cont.) 3.4 THE EQUITY MARKET The equity markets repeated the pattern of gains observed in 2003, albeit on a smaller scale and a degree of volatility over the course of the year. In general terms, we may identify a number of factors which led to this positive performance on the equity markets: favourable money supply conditions, due to interest rates at historic lows, led investors to prefer equities, whilst solid economic growth and high levels of productivity pushed up corporate profitability. At the same time, a commitment to shareholder remuneration, with the payment of bonus dividends and share redemption schemes, continued to be well received by the investment community. Despite this, market performance was rather patchy over the year, and can be divided into three main periods: i) the 1st quarter brought fairly positive performance as a result of expectations of strong growth in the American economy (output had grown by 7.4% in the 3rd quarter of 2003), generating optimism as to the evolution of corporate business; ii) from April onwards, rising oil prices and a wholly unexpected turnaround in the US labour market brought fears of an economic downturn, which was borne out by a drop in yields on treasuries, causing markets to hit their annual low in August; iii) insofar as this adjustment resulted in more attractive valuations and as some of the doubts about the economic future were dispelled, the markets recovered some ground but only recorded sustained gains after the US elections in November. Report and Accounts 30 04 EQUITY MARKETS 120 115 110 105 100 95 90 31-12-2003 29-03-2004 24-06-2004 S&P 20-09-2004 EUROSTOXX50 14-12-2004 PSI20 Most markets ended 2004 with yields of between 5% and 10%: Standard & Poors rose by approximately 8.9%, Eurostoxx gained 6.9% and the Nikkei rose by 7.6%. In Europe, the top performing markets were in Spain (17.4%), Italy (15.0%) and Portugal (12.6%), which continued to offer amongst the best returns in the Euro Zone for a large part of the year. One sign of increased stability on the equity markets, after the depression of 2000-2002, was the number of initial public offerings, which in the US included the stock market launch of Google, the world’s largest internet search engine. The Portuguese market also witnessed, for the first time since 2000, the floating of a new company to the market: Media Capital, which owns the TVI television channel, as well as a number of radio stations and advertising businesses. The operation was valued at 217 million Euros, and attracted both corporate and retail clients, generating great interest amongst foreign institutional investors. 31 ’01 Economic Background 3. THE FINANCIAL SYSTEM (cont.) In a relatively more favourable context, trading increased by approximately 37%, from 21.7 thousand million Euros to 29.8 thousand million Euros, although a significant part of this increase was associated with specific transactions and the transfer of large blocs of some of the main securities on the market. 3.5 RETAIL MARKET The retail market performed unevenly, with regard to interest rates, with some segments seeing lending rates fall whilst others benefited from falls, although the variations were practically marginal. In the case of finance houses, interest rates for lending operations of up to one year held practically stable at around 3.5% between December 2003 and October 2004, with fluctuations of between 5 and 10 base points, depending on the segments. The same scenario was to be found in relation to lending rates for private borrowers over periods of more than 5 years (essentially mortgage lending). These rates held steady at around 3.4% from December 2003 to October 2004. In relation to deposit rates offered by banks over the same period, the average deposit rates for up to one year and longer remained at 1.8% for private customers and 2.1% for the business segment. Report and Accounts 32 04 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’02 ‘ OUR VALUES’ YOUR UNIVERSE Banif Group Operations in 2004 Report and Accounts 04 ’02 Banif Group Operations in 2004 1. Banif SGPS, SA The Group’s operations, as carried on by each of its individual companies, are described in the following sections. During 2004, the company centred its operations on managing its financial holdings and developing strategies and measures to be implemented and developed by its subsidiaries. One important achievement in this area was the conclusion of a Memorandum of Understanding with CTT, the Portuguese Post Office, with a view to setting up a bank designed to serve a significant segment of the retail market, thereby complementing the Banif Group’s penetration in terms of coverage of mainland Portugal. Also in 2004, the Banif Group was able to position itself as one of the leading financial groups in cross-selling performance in Portugal. Various projects were designed with the objective of increasing the Group’s results by optimizing existing structures and exploiting synergies within the Group. Two of these main projects developed consisted of improving cross-selling ratios in banking channels and developing assurfinance business. Results from banking channels were highly satisfactory for the third consecutive year. Sales of investment products through banking channels grew by 30%, as compared to market growth of 7.6%. For the third year running, banking channels recorded growth far in excess of the market, which has been fundamental in building up the Banif Group’s market share in the investment product area. Report and Accounts 34 04 The same has happened in the insurance sector, where banking channels recorded 40% growth, whilst the market failed to break through the 10% barrier. Most significantly, the Group’s performance outstripped that of the market in both of the two main areas – life and property business. Property leasing business grew by 37%, as against market growth of 35.9%. Growth in equipment leasing was more modest, at 12.4% for Banif and 7.2% for the market, as a result of the fact that this form of leasing is at a much more mature stage of development. It should also be noted that performance in banking channels was extremely satisfactory in the three main segments (retail, corporate and private). The assurfinance project, despite recording growth over the previous year, is expected to experience a steep increase in business, and is without doubt one of the key projects for 2005. In view of the specific nature of the business carried on by this type of company and the need to maintain adequate return on equity, the company recorded as income the dividends to be distributed by subsidiaries under the terms of Circular no. 18/04/DSBDR of 5/03, of the Bank of Portugal and of IAS no. 18, namely, Banif Imobiliária, SA, Banif Seguros SGPS, SA, Banif Investimentos SGPS, SA and Banif Comercial, SGPS, SA, totalling 1,050,000 Euros, 2,190,200 Euros, 2,100,000 Euros and 5,698,560 Euros, respectively. Turning to the leading indicators, the company’s net assets stood at 31 December 2004 at 440,406.8 thousand Euros, as against 426,097.4 thousand Euros at year-end 2003, and after-tax profits stood at 15,819.2 thousand Euros, as against net profits in 2003 of 12,442.7 thousand Euros, representing growth of 27%. 35 ’02 Banif Group Operations in 2004 The company’s net worth stood at 289,817.5 thousand Euros at 31 December 2004, as against 283,998.2 thousand Euros at year-end 2003. The company had no employees as at the end of 2004. Report and Accounts 36 04 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’02 ‘ OUR VALUES’ YOUR UNIVERSE Banif Group Operations in 2004 Report and Accounts 04 ’02 Banif Group Operations in 2004 1.1 BANIF COMERCIAL SGPS, SA In keeping with its company objects, Banif Comercial concentrated its activities on managing its financial holdings. On 13 February 2004, the company acquired a further 9.13% of the share capital of Banco Banif Primus, SA, for a total price of 1.4 million Euros, giving it a holding of 84.13% in the bank. Over the course of the financial year, as a result of the reorganization operation in its subsidiary Banco Banif Primus, SA, the company acquired the remainder of the shares in the bank, giving it 100% ownership of the share capital. As a result of this reorganization, the company increased the share capital of the bank, from R$ 31,000,000.00 to R$ 41,000,000.00. As a result of the public takeover bid launched on 14 November 2003, for all the shares in Banco Comercial dos Açores, SA (BCA), at a unit price of 6.00 Euros per share, the company became the owner of 10,334,178 shares, representing 99.57% of the share capital of the bank. In accordance with article 195 of the Securities Market Code, the Board of Directors of the company resolved, at the end of 2003, to proceed with the compulsory acquisition of the 51,463 remaining shares at the same price as in the takeover bid. Report and Accounts 36 04 Accordingly, the company acquired 7,168 shares at the end of 2003, and a further 44,295 shares during the first quarter of 2004, giving it 100% ownership of the bank. In order to rationalize its liquidity position, at the end of the year the company repaid short term finance borrowing to Rentipar Financeira SGPS, SA (5 million Euros) and Banif – Banco Internacional do Funchal, SA (12 million Euros). However, in view of the investments it had to make, it obtained short term finance of 12 million Euros from Banco Comercial dos Açores, SA and increased its shareholders’ funds through supplementary capital subscriptions from shareholders amounting to € 12,464,000.00. Given that its subsidiaries Banif Leasing, SA and Banif Rent, SA needed to increase their shareholders’ funds, in the former case because of business growth and in the latter case due to the legal requirement in article 35 of the Companies Code, the company subscribed supplementary capital of 7,000 thousand Euros and 350 thousand Euros, respectively. The company had no employees as at the end of 2004. 1.1.1 Banif – Banco Internacional do Funchal, SA 1. Business in Madeira With implementation of the final phase of the government programme, the regional economy recorded growth in comparison with the previous year (estimated growth in GDP of 6.6%), with obvious repercussions for the development of Banif’s business in the region. 37 ’02 Banif Group Operations in 2004 Given the economic situation during the year, sustainable growth in the business of the Madeira Commercial Division (MADCD) was supported by an increase of 12% in lending, which offset slower growth in deposits, which stood at 7%. In terms of total financial contribution, the MADCD obtained excellent levels of growth (15%), thanks to a large increase in commissions charged (16%) and healthy growth in the financial contribution from deposits and lending (14%). The increase in investment lending, reflecting the positioning of the Bank within the regional business community, counterbalanced fading growth in consumer credit. In order to revive short/medium term lending, the MADCD also worked in partnership with regional institutions to promote the granting of credit lines for the acquisition of specific consumer goods. Growth in deposits, although less significant than in the same period in the preceding year, was based on increased intake from residents, given that the depreciation of the Dollar against the Euro made it difficult to increase deposits from non-resident clients. As part of the 50,000 Programme (a project developed by the Bank in 2004, in collaboration with external consultants, with the aim of extending our active client base by 50,000), commercial agreements were signed with a number of public and private bodies, which helped the Bank to maintain a significant share of the regional market and to bring in 9,000 new active accounts. The extension of the branch network, with the opening of the Cancela Park branch and the creation of the sixth customer service team at the Regional Business Centre made it possible to maximize quality standards in the provision of a personalized service to current and potential clients. Report and Accounts 38 04 In order to increase the Bank’s visibility in the region, Banif signed new sponsorship and arts patronage contracts which show the Bank’s commitment to promoting social welfare and culture in the region. The bank’s high profile in the business community was further boosted by sponsorship of the regional “100 Best Companies” competition. In the area of sport, in addition to sponsorship of the now traditional “Banif Golf Tournament” and sponsorship of Clube Sport Marítimo, Banif has increased its visibility by also signing a sponsorship deal with Clube Desportivo Nacional. In the academic world, a cooperation agreement was signed with the University of Madeira, and the bank again supported the “School Games” event, which involves basic and secondary level schools in the region. In addition to periodic visits, the Bank’s efforts to support and keep in touch with the Portuguese community abroad included the “Banif Golf Tournament” held in South Africa, in January, and support for the organization of the “3rd Meeting of Generations”, held in Venezuela in May. VARIATION 2004/2003 Lending Deposits 12% 7% Client Base 10% Total Financial Contribution 15% 39 ’02 Banif Group Operations in 2004 2. Business in Mainland Portugal 2.1 Business in the Corporate Segment At the end of 2004 it was decided to merge the Business Centres Division (BCD) with the High Income Private Clients Division (HIPCD), creating the Corporate and Private Banking Division (CPBD), whose task it is to coordinate and develop corporate banking operations in Mainland Portugal, managing existing clients and helping to bring in new clients, together with the bank’s business in the medium/high income private clients and institutional segment. Over the course of 2004, the CPBD (previously the BCD) pursued its traditional task of following through and managing the portfolio of small and medium sized businesses, through the various Business Centres (and branches) in mainland Portugal, continuing with the strategy of direct placement of products and services, but also as a channel supplying business to other areas of the Bank. Lending policies remained rigorous, with moderate growth based on forms of credit able to provide the greatest financial contribution, especially in terms of commissions. Customers with warning signs as regards credit risks have continued to be closely monitored, with a view to minimizing risks, namely through: - plans for eliminating and reducing involvement with higher risk clients; - reduction of overall exposure in some sectors where difficult economic conditions have been felt most acutely. Report and Accounts 40 04 In terms of cross-selling with other Group companies, the bank achieved the following: - growth of 15% in the placement of leasing products (property and equipment), in comparison with 2003; - growth in insurance premiums of 218%; - totals of 9.9 million Euros and 1.1 million Euros placed in investment funds retirement savings schemes, respectively, over the course of the year. In 2004, Banif consolidated its strategy of stepping up the placement of new products, such as factoring, credit cards and renting, with these clients, as well as boosting take-up of the Banif@st e-banking service. A good flow of customer contacts were provided to the branch network with the potential for Cash Management Accounts (CMA) and home loans. This was also the first full year of factoring business, which started up in 2003. This project is being conducted by the Bank, through the former BCD. Taking advantage of the existing relationship with the Bank’s corporate clients, a busy sales campaign led to the signing of 112 new contracts. With a view to bolstering Banif’s presence in the corporate segment, the number of client service teams was increased with the creation of 2 new teams in Portimão and Viana do Castelo, bringing the total up to 51 at the end of 2004. As a result of these marketing efforts, the CPDB recorded growth in lending of 7.7% over the year, representing an increase of 122 million Euros. Commissions were up by 17% which, added to the financial contribution from lending and deposits (financial brokerage margin), represents an increase in the total financial contribution of approximately 6.9% in comparison with 2003. It should also be noted that the Bank gained 866 new corporate clients, bringing the total number up to 5,785 active clients at the end of 2004. 41 ’02 Banif Group Operations in 2004 VARIATION 2004/2003 Lending 7.7% Deposits –12% Client Base 10% Total Financial Contribution 6.9% 2.2 Business in the Middle/High Income Private Client Segment The decision, referred to above, to combine corporate and middle/high income private clients in a single division was designed above all to exploit and develop synergies between these two market segments, namely by attracting the private custom of the partners/shareholders of the Bank’s corporate clients. With 11 Private Managers in Mainland Portugal at the end of the year, business was taken over by two Banif Privado Centres, one in Oporto and the other in Lisbon (with a branch in Faro). Targeting their work increasingly on the business segment, the Private Managers have sought to bring in deposits from business people and to place other Banif products and services, through a strategy of strengthening customer loyalty and cross sales. Each Private Manager now works in close connection with the Corporate Managers for their respective areas of influence, thereby benefiting from the synergies offered by this new approach. The two Banif Privado Centres currently manage approximately 1,200 clients, with deposits in the region of 533 million Euros and lending of 38 million Euros. Report and Accounts 42 04 The Centres have meanwhile been successful in increasing the average number of products per client in Banif Privado, thanks to the strategy of cross-selling, thereby increasing customer loyalty to Banif. There has been increased coordination with Banif – Banco de Investimento, allowing for significant growth in the distribution of investment products. In 2004 this included the placement of 33 million Euros in investment funds, 40 million Euros in structured products and approximately 700 thousand Euros in retirement savings schemes. The new strategy defined at the end of 2004 will be founded on consolidating the existing client base, in attracting the custom of the partners/shareholders of corporate clients, improving returns and reducing the cost to income ratio in this business area, taking advantage of synergies with the Business Centres and Banif – Banco de Investimento. 2.3 Business in the retail segment During 2004, the Branch Network Division (BND) continued primarily focused on selling products and providing services, aimed essentially at private clients, professionals and small businesses. The main role in marketing strategic products (home loans, Cash Management Accounts, cards and personal loans) is taken by the branches, together with that of maintaining a good level of deposits and exploiting the potential of cross-selling with other group companies. At present, the BND has a structure comprising 123 branches in Mainland Portugal, including 6 which first opened their doors during the financial year – Lamaçães (Braga), Lagoa, Cacia, Vizela, Ponte de Lima and Barreiro. In an increasingly competitive marketplace, special attention has been paid to the 43 ’02 Banif Group Operations in 2004 image of branches as perceived by customers, and various changes have been made to branch premises, to bring them up to date. The financial year of 2004 was marked by two major projects, the 50,000 Programme and the implementation of the “New Branch Software”. In 2004, the Branch Network Division recorded fairly positive growth in deposits, which were up by 12% to a total of 1,134 million Euros. The division recorded growth of approximately 10% in lending, corresponding to an increase of 141 million Euros, with the best results in lending to small business (up by 4%), credit cards (up by 7%) and home loans (up by 13%). As at 31 December 2004, total lending stood at 1,538 million Euros. Banif has been successful in attracting its clients to its e-banking service, Banif@st, with appreciable advantages in terms of bringing the bank closer to its customers, and vice versa, and reduction of operating costs. At year-end 2004, the take-up rate stood at 61.7%, and of the clients registered for the service, approximately 15% were regular users. Efforts continued in 2004 to improve working links with the Agency Channels Office, which helped to channel customers and business to the branches. The BND’s total financial contribution in 2004 grew by only 4% over the previous year, as a result of the squeeze on the financial brokerage margin on lending, in view of greater growth in home loans, and the receipt of extraordinary commissions in the 1st half of 2003, relating to the securitization of mortgage lending. Report and Accounts 44 04 VARIATION 2004/2003 Lending 10% Deposits 12% Client Base 16% Total Financial Contribution 4% 2.4 Home Loans Banif’s mortgage lending business continued to develop positively, growing in absolute terms at exactly the same rate as in 2003. Against the background of a clear slowdown in demand, the bank was once again able to increase its market share, which is estimated to have risen from 1.63% to 1.68%. At the start of the year, total mortgage lending stood at 1,248.4 million Euros (Mainland: 1,031 million Euros and Madeira: 217.4 million Euros), corresponding to approximately 24,500 contracts. During the financial year of 2004, this total increased by 170.4 million Euros, representing growth of approximately 14%, the average LTV standing at 52%. Total lending under Banif’s management, including securitized home loans, therefore amounted to 1,418.8 million Euros (Mainland: 1,162.9 million Euros and Madeira: 255.9 million Euros), corresponding to approximately 27,500 contracts. The securitized balance stood at 413.1 million Euros at year-end. The balance of home loan transfers continues in Banif’s favour, demonstrating our quality in terms of competitive products, the speed of processing applications and aggressive sales stance. 45 ’02 Banif Group Operations in 2004 The market remains fiercely competitive, with constant marketing campaigns, new product variants and aggressive pricing policies on the part of certain operators. Although it is not immune to these pressures, Banif managed not to alter its pricing policy and to preserve margins, staying close to the market averages. In the course of the financial year, Banif also started to market two new products with specific features. These are Banif Holiday Home Loans and Banif Capital+ Home Loans (offering our customers the possibility of a 3-year grace period on the principal), which helped us to broaden our range to include these market niches. We may therefore once again conclude that, in view of the ferocious competition in this market, our results can be regarded as a clear success. 2.5 Consumer credit - Payment cards Banif’s payment card business continued in 2004 to be influenced by the recession in the Portuguese economy. This recession, combined with the fact that the population already presents a high bank card coverage rate, caused the market to record only modest growth, of only 2%, in the number of cards in Portugal. In contrast with the wider market situation, Banif recorded growth of approximately 19% in the number of cards issued, in comparison with 2003, allowing it to increase its market share considerably. Report and Accounts 46 04 The best-performing product was the Banif Electron Card, a Visa network debit card, for which the number of cards issued was up by 22% in comparison with the previous year, and the number of transactions up by 50% over 2003. The Excellence Card, a Visa Gold card, also performed well, with growth in various indicators: number of cards (10%), lending (12%) and invoicing (17%). Revolving credit (interest generating) granted by Banif cards also grew at a healthy rate, up by 18% on the previous year. Over the course of 2004, Banif undertook various direct marketing initiatives for credit cards sales, with the Call Centre taking a leading role. At the end of 2004, Banif launched a new card, the Banif University Card. This card, which in financial terms serves as a Visa Electron debit card, is aimed at students, lecturers and other employees of higher education institutions with which Banif has reached agreements, providing, amongst other things, for the issue of cards. This card also serves as an identity card for the university. Over the course of the year, the bank also took an active part in Visa’s promotional campaign in Portugal, with the slogan “Go to the Olympics with Visa”. Three prizes in this campaign were awarded to customers with Banif cards. - Personal loans In 2004, Banif maintained the general thrust of its positioning with regard to the placement of consumer credit products. 47 ’02 Banif Group Operations in 2004 The placement of personal loans continued to be centred on sales to well-established Banif clients with a good track record. Personal loan products were used less to win new customers than to bolster customer loyalty, with preferential terms for the bank’s existing clients. Lending to “non-clients” or “recent clients” represented only 14% of production in 2004, as against 33% in 2003. The branches are the main distribution channel for personal loans, strongly supported by the Agency Channels and the Call Centre. The partnership with Banco Cetelem SA continued in 2004 on products aimed at specific segments, making it possible to broaden the range of products offered to Banif customers, especially with regard to pure revolving products and low value loans. Business in 2004 (excluding the partnership with Banco Cetelem, SA) amounted to the granting of 3,759 new loans for a total of 38,917 thousand Euros, representing an increase in value of 6% over 2003, although with a reduction of 8% in the number of contracts. The average value of new loans rose from 9,012 Euros to 10,353 Euros, as a result of specialization in lower value loans through the partnership referred to above. Banif recorded a decrease in its personal loans portfolio from 104.1 million Euros in December 2003 to 94.5 million at year-end 2004, corresponding to a reduction of 9%, due to a high rate of repayment of principal, not offset by new lending. Report and Accounts 48 04 Various initiatives were launched in 2004 in order to boost sales of personal loans to customers, in partnership with Banco Cetelem. These included: - “Banif Prestige Audiovisual Offer” Campaign “Film and Photography” Campaign Banif Pessoal Summer Promotion Campaign Pre-approved Credit to customers with positive track record The success of the Banif Pessoal Summer Promotion Campaign was partly responsible for the recovery in output during 2004. In December 2004, as a result of internal reorganization, management of Banif personal loans products was transferred to the new Consumer Credit Division. In 2005, new initiatives will be launched with a view to exploiting the client base provided by the 50,000 Programme, implemented in 2004, and new products will be developed aimed at specific segments. 2.6 Specialist Credit - Factoring The Bank’s factoring unit concluded in December 2004 its first full year of operation. Taking advantage of the existing relationship with Banif’s corporate clients, marketing efforts for factoring were stepped up, with 112 new contracts being signed in 2004. Active contracts made a contribution of 147 million Euros in credit granted, of which 46.6 million remained as active credit at 31 December. This enabled Banif to achieve a market share of 1% in this product by the end of the year. 49 ’02 Banif Group Operations in 2004 This level of business generated commissions of 514 thousand Euros. The average balance of advances stood at 45.6 million Euros in December, and interest of approximately 1 million Euros was collected during 2004. - Cash Management Account Growth in the Cash Management Account stagnated somewhat in 2004 in relation to small businesses, and individual entrepreneurs in particular, who are the target market for this product. The prime marketing weapon continues to be cooperation agreements with business associations, for the placement of this product with their members. The indicators for this product remained firm and stable in 2004, both in terms of client numbers and credit granted, with a credit balance of 235.4 million Euros, used by a total of 16,338 clients. In December 2003, this balance had stood at 226.8 million Euros, meaning that growth in 2004 stood in the region of 3.8%. Lending associated with this account also held firm, with a total balance of 36.6 million Euros, corresponding to growth of 11.9% in relation to December 2003, when the balance stood at 32.7 million Euros. The stability of this portfolio was also due to a clear improvement in credit quality, achieved over the year by shedding higher risk clients, and by reviewing scoring grids and policies for associated lending. Plans are afoot for reviving this product in 2005, through renewed marketing, realignment of product pricing and the offering of new forms of the product. Report and Accounts 50 04 2.7 New Distribution and Business Area Support Channels 2.7.1. Call Centre Operations The Direct Network Division (DND) conducted a number of campaigns in 2004 aimed at clients and potential clients. These initiatives included work in the business segment, aimed essentially at potential clients, promoting placement of the Cash Management Account, through cooperation agreements with industrial and commercial associations. In the area of lending to private clients, with the focus on personal loans, activities centred on support for the “Audiovisual” and “Pre-approved” campaigns, and on the pro-active placement of credit cards. As part of the “50,000 Programme”, the DND provided validation and logistical support for the member get member initiative. In relation to the products of other Banif Group companies, the DND took part in campaigns organised by Banif Leasing and Banif Crédito, and conducted specific campaigns for the BCA, in relation to revolving personal loans and the allocation of credit cards, with the placement of approximately 3,800 cards. Operation of customer support lines grew across the board in comparison with 2003, with the Linha Banif recording 14% growth in activity, with 44,927 calls, the Linha Banifone recording 2% growth, with 14,398 calls, and the “Point of Sale Credit Line” up by 32%, with 1,476 proposals approved. The average number of calls answered on the different lines was 5,932 per operator. 51 ’02 Banif Group Operations in 2004 The number of contacts made through outbound calls was 5% up on 2003, totalling 1,020,000, which represents an average of 31,000 contacts per operator. 2.7.2 Agency Channels Various initiatives adopted in 2004 helped to add significant added value to Banif’s agency channels. This represents the consolidation of a project which started in 2001 and which continues to make rapid progress. In addition to consolidating the project, a number of management control tools were also designed which permit daily control of business contracted by our salesmen. In 2004, the Bank implemented the Overall Management Targets Model for the Agency Channels (ACD), which has resulted in full automation of the procedures for controlling targets for business and winning new clients, which are controlled by product, sales coordinator, agency channel and salesman. Despite the difficult economic situation, the ACD recorded highly significant business development indexes, especially in what are regarded as traditional products (home loans, current accounts and deposit/savings accounts) which, in accrued terms, represented growth of 20% over the previous year. The ACD also took an active part in the 50,000 Programme, bringing in 4,457 new accounts, for which it achieved a high activation rate. Report and Accounts 52 04 Thanks to a structure designed to maximise outreach, the agency channels played an important role in raising the profile of the Banif brand throughout Portugal. As in previous years, the ACD organized an Annual Salesmen Convention, which brought together approximately 300 salesmen, as well as organizing various training initiatives, in order to equip them with better technical skills and know-how for promoting Banif products and services. Another feature of the financial year was the forging of closer relations with the Banif Group’s subsidiaries, and in particular with Companhia de Seguros Açoreana, with which synergies were developed as part of an ongoing process designed to push sales through its brokers and commercial agents. In the second half of the year, work started on marketing of products from Banif Crédito and Banif Rent through the agency channels. This extended the range of cross-selling within the Banif Group, giving the salesmen access to products with the potential to expand the Bank’s overall business operations. 2.7.3 Electronic Channels and Means of Payment In terms of technology, 2004 was a year of stabilization of the systems used in e-banking activities, which contributed significantly to improving user satisfaction, both internally and externally, thereby establishing Banif’s e-channels as a benchmark for the rest of the market. The reorganization of the Banif and Banif Group sites, a process which began in 2003, was fully implemented with great success in 2004, resulting in a growing number of hits and, most noticeably, in an increase in the average length of visits, which rose to over 5 minutes. 53 ’02 Banif Group Operations in 2004 One major innovation in 2004 was the launch of the new SMSBanif channel, which allows customer to access and interact with the Bank through mobile phone text messages. This increased the range of channels through which customers can communicate with the bank, and the implementation of this technology made Banif one of the first banks on the market to offer a comprehensive e-banking service. In terms of transactions, the results achieved benefited from the efforts to bring in new custom in 2004, through the 50,000 Programme. Banif@st’s take-up rate, in relation to the Bank’s total clients, rose from 30% at the end of 2003 to 45% in 2004. Thanks to this vigorous growth, the percentage of clients frequently using the e-channels stood at 18%. Alongside this success, results for deposits brought in through e-channels showed that the monthly product promotion campaigns led to growth of 111% in relation to deposits in 2003. 3. Communication and Image Banif’s marketing activities over the course of 2004 were geared to providing a framework for the campaign to gain 50,000 new customers for the Bank, through advertising and promotional initiatives designed as tools for attaining this target. At the same time, the marketing department was engaged in supporting the launch and re-launch of products and services, in line with the strategy of consolidating and bolstering the sustained growth which the Bank has recorded since it was founded in January 1988. This involved organizing a competition during 2004, designed to involve existing customers in attracting new clients to the bank, rewarding them for their success, and also to offer prizes to new customers opening accounts with the bank. At the same time, this marketing tool was extended to the Report and Accounts 54 04 bank’s employees, with the organization of specific prize draws, as an incentive for recruiting new custom. A number of initiatives were adopted in 2004 in order to strengthen the social and cultural values projected as part of the Bank’s internal and external image. One example of this was a classical concert organized in Oporto, on 10 June, at the Praça da Cordoaria, with the participation of Ala dos Namorados and Rui Veloso, as well as the three Golf tournaments, aimed at customers, held in Amarante, in May, at Quinta do Perú, in Azeitão, in July, and in Santo da Serra, in Madeira, in September. Work continued on renewing Banif’s product range, with the launch of valueenhancing products designed to attract new clients, including the Banif University Account, tailored specifically to students in higher education and intended to serve as an anchor product for penetration of this market segment. Another approach is reflected in the Classical, TOP and VIP Protocols, which are integrated solutions for approaching the employees of our corporate clients and the members of business and professional associations. At the same time, the department worked on supporting the launch of a deposit account with an increasing interest rate, which was baptized Banif 4X4, in Mainland Portugal, and Banif Valor+, in Madeira, and on the segmentation of mortgage lending business into Standard Home Loans, Senior Home Loans, and Holiday Home Loans, aimed at the market for second homes and holiday homes, as well as Capital+ Home Loans, designed to finance the transition period for customers moving home. 55 ’02 Banif Group Operations in 2004 Other marketing initiatives in 2004 included the re-launch of Poupança Banif 4, a segment-specific variant of Banif personal loans, as part of the partnership with Banco Cetelem, promotion of Pensioner Savings Accounts and Homebuyer’s Savings Accounts, and also, at the end of the year, Banifast, Banifiscal and “Generation+”, a product package designed to gain the loyalty of young clients, marketed in Madeira. Corporate communication initiatives related to the campaign to attract 50,000 new clients included the launch of a monthly information resource, designed to publish the target attainment status of all bank employees. 4. Strategic Marketing In late 2004, Banif set up a new body with specific responsibility for developing strategic marketing, through permanent analysis of leading market trends and identification of existing and potential products and segments. The new body, known as the Strategic Marketing Office (SMO), has taken over the task of analyzing opportunities, and is geared to detecting attractive opportunities, in view of the associated risks and returns. The SMO works with a view to the medium and long term. The objectives currently assigned to the SMO therefore include the following: - Maintenance of the existing information system and designing a comprehensive project for a new information system, as well as a marketing information system; - Integration and maintenance of customer data bases, with ongoing segmentation; Report and Accounts 56 04 - Development of a corporate pricing policy, envisaged primarily as a strategic framework, with a view to continuous integration, review and monitoring of prices; - Benchmarking studies and comparative analysis of the Bank’s product and service portfolio, in relation to the market; - Integrated management of the Bank’s product and service portfolio, ensuring that it is aligned at all times with corporate targets, in a concerted manner with price management, avoiding unprofitable areas and optimizing applicability of the product range. A number of different projects were undertaken by this new arm of the Bank in 2004, including: - Launch of an ongoing programme for measuring the satisfaction level of the Bank’s private customers, with development of a barometer for results. This programme was designed to be applied on a recurring basis within the bank, and to contribute towards systematic monitoring of satisfaction levels; - Model for analyzing the commercial attractiveness of the municipal districts of the country, to assist in defining the Bank’s commercial strategy; - Development of a model for analyzing private customer loyalty and retention; - Laying the foundations for Banif’s marketing information system. 57 ’02 Banif Group Operations in 2004 5. Credit Recovery and Legal Department The Legal Department recovered a total of 36,151 thousand Euros in overdue credit in 2004. This included the recovery of credit already written off on the balance sheet, amounting to 5,328 thousand Euros. At the end of the year, the total volume of credit transferred to the Legal Department amounted to 61,642 thousand Euros. The Bank’s total overdue credit stood at 72,961 thousand Euros at the end of 2004, whilst doubtful debts amounted to 24,092 thousand Euros. Banif has complied with Bank of Portugal rules on provisions, which at year-end 2004 stood at 61,975 thousand Euros for specific lending risks (including overdue credit and interest and doubtful debts). Total provisions (specific and general lending risks) amounted to 93,418 thousand Euros, corresponding to 128.04% of overdue credit (104.66% in 2003). The quality of the lending portfolio improved, reflected in the respective indicators at the end of the year, when overdue credit represented 1.95% of total lending (2.22% in 2003). Total write-offs from the balance sheet in 2004 amounted to 19,216 thousand Euros, in respect of credit regarded as uncollectible; full provision was made for this. A number of improvements were made during the year to the software for processing overdue credit and credit transferred to the legal department. This allows for greater efficiency in managing the process, whilst preparations are underway for starting up new and specific software during the first half of 2005. Report and Accounts 58 04 In keeping with efforts to equip the Bank with an organizational structure able to face up to the successive challenges posed by its operations, it was also decided at the end of the year to separate credit recovery from the legal department. This led to the creation of a Legal Advisory Division for general legal questions and a Credit Recovery Division to deal specifically with this area. This should add further momentum to the process of collection, without neglecting judicial solutions, to be adopted in the last instance, given the high costs of legal proceedings and the length of time required for actual collection of the amounts involved. 6. Human Resources Banif’s personnel policy continued to be geared to the objectives mapped out in previous years, aiming to strengthen and improve human resources management systems (performance assessment, personnel recruitment and training, all of this contemplated in the Omega Project), in order to highlight and recognize the role played by all employees in the attainment of the Bank’s goals, to promote employee development and to determine rewards for obtaining results obtained. Joint projects have been undertaken by the Bank and various Banif Group companies, in order to standardize policies and procedures in the field of personnel, with the ultimate aim of ensuring that activities, methods, processes and overall aims form a coherent whole and serve to strengthen the Group culture. With this end in view, work has proceeded on developing the Omega Project in Banif and a number of other Group companies. It is believed that full implementation of this will make an important contribution to consolidating a culture of management by objectives, of improvement in individual and team results, of increased self-advancement and participation, and recognition of merit. 59 ’02 Banif Group Operations in 2004 The work carried out in this field in 2004 included initiatives in the fields of recruitment, training, corporate atmosphere, development of operational software and support for the 50,000 Programme and implementation of new branch software, through a training programme with an e-learning component. As at 31/12/2004, Banif had a total of 1,550 employees, 72 more than on the same date in the previous year (this number includes various temporary employees for whom there is no permanent vacancy, and whose contracts expire during the 1st half of 2005). A total of 181 new employees joined the Bank in 2004, and 109 left its service. In terms of the Group’s total workforce, which stood at 2,910, the personnel of Banif, SA represented 53%. The characteristics of the Bank’s workforce may be illustrated by the figures for age and academic qualifications: the average age rose from 36.84 to 37 years, from year-end 2003 to year-end 2004, whilst the proportion with higher educational qualifications rose from 37.7% to 40% of the total. Special mention should also be made of training. A total of 301 training sessions and courses were organized in 2004, 281 internally and 20 externally. These initiatives included a total of 2,536 participants (some employees taking part in more than one training activity), representing 31,576 training hours. This amounts to approximately 20 training hours per employee. These initiatives included induction training for new employees during the first fortnight of each month, and training for the new branch software. In connection with questions of corporate atmosphere, the 3rd Satisfaction at Work study was undertaken, this time taking in all Group companies, with overall satisfactory results, practically identical to those in previous years. Report and Accounts 60 04 Particularly positive were the findings for the internal relationship between employees, and between employees and managers, and also for the type of duties performed by employees. Some degree of dissatisfaction was detected with regard to careers policy and interaction between different departments and divisions. An important and ongoing contribution to modernization and rationalization has been made by the computer programs included in DRH.Web and e.learning. 7. Information Systems and Technology The work carried out by BanifServ in its mission of supporting the Bank’s business has increasingly required an adequate technological infrastructure able to respond quickly and effectively to Banif’s needs. BanifServ has not neglected this area, and thanks to its contribution the Banif Group is today a leading example in the financial market of the use of the latest technology, not as an end in itself, but purely and simply as a tool for responding to business and management needs, designed in accordance with criteria of utility, rationalization and cost cutting. Indeed, the Group’s suppliers and also its competitors frequently request information, disclosure or demonstration of the platforms used and the software installed. Technological development has been guided by an overall architectural framework, which hosts and guarantees system availability and growth capacity, whilst also safeguarding security, software reliability and cost reduction. Banif’s central systems were re-engineered in 2004 with the installation of IBM iSeries 825 equipment, which made it possible to consolidate various 61 ’02 Banif Group Operations in 2004 AS/400 units in a single electronic complex, which permits activation of processors (up to a maximum of six) through a key, in real time, without requiring any reconfiguration. It also allows for dynamic provision and allocation machine resources to different tasks, in line with changing needs. In addition to this, the new equipment can accommodate up to double the power currently installed, and full provision has been made for increasing needs and complete virtualization of the various OS/400 operating systems within the same hardware. The costs of this system over three years (860 thousand Euros) represent approximately 40% of the costs of the previous system for an identical period. Work was also carried out and completed in 2004 on consolidation of corporate servers, which involved the consolidation of approximately 80 servers, in an IBM xSeries complex, through virtualization of various operating systems (Windows and/or Linux), on a single hardware platform, with dynamic sharing of its resources. This was not limited to servers which, in view of their uses, require specific support, namely the security zone (DMZ), Swift and the Large Transactions Payment System (SPG). A cost saving of approximately 30% was also made on operations in this area, even before considering the highly significant reduction in the costs of technical management of these systems. In addition, it was the dynamic allocation and sharing characteristics of the resources which, for example, made it possible to implement the branch software in a non-disruptive manner, with the necessary availability of the resources required. A new process was also installed for distributing the load of the basic web applications, which achieved its aim of optimum use of machine resources. Report and Accounts 62 04 A new CPD was installed, with equipment protection resources in the event of accidents (fire and flood) and a generator for possible power cuts, with equipment rooms in masonry and glass, with fire doors. The equipment is divided between various rooms and the CPD area has its own 24-hour security system and access control procedures. There is an up-to-date Disaster Recovery Plan, which has been regularly tested (twice a year), based on a contract with an outside firm, for recover at an alternative centre (Oporto), where premises and equipment is made available. In the wake of a study conducted with external consultants, the findings of which have already been approved, a Business Continuity Plan is currently being implemented, presupposing recovery by synchronous online synchronization. Physical and data security has been paid very special attention in 2004, and in addition to the question referred to above, regular intrusion tests have been instituted, and are carried out by specialist international companies. Capital expenditure in this field has gradually led to a reduction in operating costs. Last but not least, work has continued on standardizing methodologies and development processes. Combined with a standard technological model, this has made it possible to develop systems with prospects of a longer useful life, and above all with lower future maintenance costs. A total of 31 projects were concluded during 2004 (some of these had been inherited from 2003), and 27 projects were underway at the end of the year. Requests for evolutive maintenance numbered 104, and work on 83 of these was completed during the year. 63 ’02 Banif Group Operations in 2004 8. Control of Operating Risks Control and management of operating risks has for several years been one of the Bank’s priorities as regards the security of its assets. Risk management has been developed to function in an integrated manner. Responsibility for this area in Banif is taken essentially by the Overall Risk Management Division (RMD), and efforts have been made to ensure that other Bank departments and divisions have been involved and carry out their duties in keeping with the risk principles adopted. The RMD’s mission involves the following tasks, amongst other responsibilities: - Helping to define the management policies and methods for the Bank’s assets and liabilities, proposing rules and general standards designed to limit the Bank’s exposure to the risks of banking activities; - Promoting and transmitting the risk management policy defined by the Bank and the monetary authorities, ensuring it is properly applied and implemented; - Analysis of the lending portfolio, other investments and the sources of funds, resulting from the Bank’s commercial and financial activities, in order to detect and monitor the various risk levels involved, warning of situations which may lead to losses; - Reporting to the Bank’s management on the evolution of asset risk and operations in an irregular situation; - Preparation of specific studies contributing to an improved overall level of risk management; - Helping to improve, innovate and create operational systems which optimise risk management; - Co-operation with the sales divisions on plans for training in lending risk; Report and Accounts 64 04 - Collaboration on implementation of the technological resources needed for risk control; - Participation in the process of analysing and deciding on lending operations, giving its opinion on the acceptability to the Bank of the risk levels potentially involved. Risk management is based on three fundamental principles: - Independence of risk management work, so as to permit the production and management of the information needed for adopting appropriate decisions; - Uniformity of structures and systems assisting in the acceptance of risks, in accordance with the objectives defined; - Homogeneity and coherence of decision support methodologies. - Lending Risk The principles and rules for granting and maintaining credit, granted to clients, are established in the General Credit Regulations, applied across the board. There is also a set of rules on risk taking, applicable to each business area and the respective marketing networks. Credit risk was previously managed by a group of credit analysts who, although reporting to the RMD, were located in the business areas. In 2004, all the credit analysts were centralized in the Overall Risk Management Division, in a move designed to ensure greater uniformity in criteria for risk assessment and decisions, to increase productivity and to work towards more consistent application of risk policies. The Bank has internal risk scoring systems, assigning to each counterpart (corporate segment) and operation (retail segment) a risk score which 65 ’02 Banif Group Operations in 2004 corresponds to the expected likelihood of default. These risk scores limit the process of approval of operations, in relation to both size and price. Credit monitoring at the post-contract phase and on renewal of credit lines is another task to which the RMD pays special attention. The systems for detecting warning signals and the regular meetings which are held to follow through more problematic cases has proved effective, making it possible to adopt decisions better geared to mitigating the risks of default. Banif sets limits and systematically controls its aggregated exposure at various levels, in accordance with Bank of Portugal recommendations on internal control. As in previous years, exposure limits were established in 2004 by sector, geographical region, rating, type of guarantee and type of guarantee associated with rating, and also for the dispersal/concentration of risk. These limits constitute the qualitative basis for the commercial targets allocated to the business networks, and are controlled each month. Below we give a number of indicators in connection with the Bank’s lending portfolio: Lending to clients is distributed mostly through the corporate and equivalent segment and the retail segment, which includes private clients and small businesses, which in 2004 accounted for 64.3% and 35.7%, respectively. Banif’s positioning in the corporate segment is fairly diverse, given that credit has been granted mostly to small and medium sized companies, where the average value of exposure, per client, rose from 132 thousand Euros, in 2003, to 142 thousand Euros, in 2004. Although the figure for 2004 is higher, it gives a higher level of dispersal for the sector. Report and Accounts 66 04 Indicators of portfolio concentration are appropriate in view of the number of clients and the size of the Bank, and it should be noted that the Bank’s 20 largest clients represented only around 5.8% of overall exposure. In the private clients segment, average exposure per client is 36 thousand Euros, (as against 34 thousand Euros in 2003), most of this relating to home loans, which at the end of the year accounted for approximately 22% of the total lending portfolio. The security of lending operations was reinforced by obtaining greater coverage by real guarantees. Lending secured by mortgages and other real guarantees rose to 49% in 2004, as against 43% in 2003. Mortgage lending accounted for 77% of lending to private clients, and for corporate clients represented 22% of total. If lending secured by other real guarantees is added to this figure, we arrive at a total of 34%. Lending to private clients guaranteed by mortgage represents more than 76% of total, and in the case of lending to corporate clients, this indicator stands at approximately 34%. 67 ’02 Banif Group Operations in 2004 Distribution of lending to corporate clients, by the main industrial sectors: Dec-03 2.13% 2.27% Textile 2.50% 2.09% 1.26% Timber, cork and associated products 1.45% Pulp, paper, cardboard and related products, publishing and printing 1.26% 1.07% Chemicals, power and plastics 1.01% 0.87% Other non-metal mineral products 1.07% 0.83% Basic metallurgy and metal products 1.61% 1.53% Other manufacturing industry 1.79% 1.54% Construction 18.99% 19.99% 20.54% Wholesale and retail 21.31% Hotel and catering (restaurants and similar) 4.27% 4.23% Transport, storage and communications 2.68% 2.32% Financial 5.31% 7.36% Real estate, rental and corporate services 20.90% 21.30% Education, health, other community, social and personal services 3.63% 4.56% Report and Accounts 68 Dec-04 Food, drink and tobacco 04 Breakdown of total lending portfolio, by the most representative geographical areas: Dec-03 Dec-04 Aveiro 6.40% 6.18% Braga 5.39% 4.80% Coimbra 1.26% 1.38% Faro Funchal 4.94% 5.31% 27.75% 27.92% Leiria 3.60% 3.48% Lisboa 26.81% 26.94% Porto 14.03% 13.50% Setúbal 5.64% 5.74% Viana do Castelo 0.87% 1.00% Vila Real 1.03% 1.02% Viseu 1.04% 1.12% - Market Risks Banif continues to pursue a prudent policy for management of market risks, through review and adjustment of the respective limits by the management departments. Activities in this field are guided by rules on operations and control contained in internal regulations and standards set by supervisory bodies. Banif’s portfolio of marketable securities includes foreign exchange, flat rate and variable rate risks, which are accounted for and periodically revalued at market prices. The essential work in this area is to hedge against the risk of more volatile assets, which are the flat rate products and foreign exchange aspects of operations contracted with clients. 69 ’02 Banif Group Operations in 2004 Structural liquidity is measured in keeping with the time scale of commitments accepted and resources obtained. Policies for the obtaining of funding from clients and through recourse to the money market have ensured the stability of resources, with the liquidity gap and the cumulative gap remaining with the limits established for the different periods. Interest rate risk is assessed periodically in keeping with the repricing periods for assets and liabilities, and stress limits approved by the authorities were maintained through the period. – Adjustment to the New Basle Agreement In 2004, work began on implementing the Master Plans prepared for the Group in 2003 with a view to adjustment to the New Basle II Agreement. In relation to lending risks: - Work started on alterations to computer systems and data bases; - Internal risk models were reassessed and work started on adaptations; - Lending processes were altered, with a view to greater centralization. In relation to operating risks: - The governance model for the Group’s operating risk was selected; - A set of tools was developed for identifying the operating risks applicable to the pre-selected pilot areas; - Work started on the functional model for collecting qualitative and quantitative operating risk events. In relation to market risks and balance sheet management: - Work started on the needs assessment for improvements and adaptations; Report and Accounts 70 04 - Software needs were identified and the process of researching the solutions best suited to the Group was started. In each of the programme areas, plans have been established and progress is monitored by the different project teams. - Credit Impairment The RMD was also responsible for management of the Credit Impairment Project, in order to equip the Group’s financial companies with a conceptual model for determining impairment, dealing also with the definition of policies, procedures and preparation of consolidated financial information to be reported. 9. Financial Operations The Financial Division continued to focus on integrated management of the Bank’s assets and liabilities, intervening on behalf of the Bank and other Banif Group companies in the money markets and foreign exchanges, and coordinating the bank’s activities with other financial institutions in Portugal and abroad, as well as supporting the Commercial and Product Divisions in their respective fields. In view of the volatility of the markets, the Bank diversified its areas of activity with a view to obtaining better returns on investment, with the result that it limited its equity portfolios, giving priority to liquidity and the bond markets. - Performance of the Bond Portfolio The financial year of 2004 was particularly favourable for the international debt market, with spreads narrowing across the board, as illustrated by a 10 71 ’02 Banif Group Operations in 2004 bps reduction in the iBoxx Corporates five year index. Taking advantage of this situation, Banif increased its investments in bonds to a figure in excess of 20 million Euros, as against 80 million Euros at the start of the year. The investment policy was conducted with the support of Banif – Banco de Investimento, adopting conservative criteria in the selection of issues and diversifying into different sectors. In terms of the relationship between risk and returns, the policy adopted in terms of allocation by sector, giving priority to investment in the financial sector (including asset backed securities), as well as the automobile and telecommunications sectors, at the expense of utilities and power, made it possible, with an average rating of A-, to achieve significant returns, equivalent to the Euribor six month rate (2004 average) plus 1.076%. This performance was boosted by capital gains of 680 thousand Euros. - Results on financial operations Overall net profits from financial operations were down by 52.3%, at 2.9 million Euros at the end of 2004, due to the obtaining, in the 1st half of 2003, of a capital gain on the sale of the mortgage lending portfolio to the Atlantes Mortgage no. 1 securitization operation of 5 million Euros. In effect, the profit recorded other financial operations in 2004 stood at 949 thousand Euros, as against 6.1 million Euros in 2003, due to the capital gains mentioned above. Report and Accounts 72 04 Results on portfolios of investment and marketable securities corresponded to a profit of 1.1 million Euros, as against a loss of 1 million Euros in 2003. The foreign exchanges were highly volatile in 2004. During the 1st half of the year, the US Dollar crept up against the Euro, as a result of promising economic indicators in the US, the prospect of rising US interest rate, the rise in the oil price and slower recovery in the Euro zone. However, in the final quarter of the year, although US interest rates went up, the Euro gained against the dollar, reaching 1.3670 at the end of the year, as a result of the US trade deficit remaining above USD 50 thousand million per month, and due to unemployment at 5.4%, with no sign of a turnaround, and to the fact that the oil price returned to levels of USD 40 a barrel. These factors led to a slight increase in activity on the foreign exchanges in the final quarter of the year, as a result of commercial operations, with companies which had obtained external finance in USD opting to liquidate these debts. The volatility in the financial markets was another reason contributing to the fact that the Bank failed to obtain significant results on its risk operations, leading to a decrease in the Bank’s foreign exchange results, which stood at 840 thousand Euros at the end of 2004, as against 988 thousand Euros at the end of 2003. - Liquidity Management The Bank followed a consistent policy of balance liquidity management, in order to minimize market risks, giving priority to lower-risk investments, and hedging risks in more volatile assets. This also involved reducing interest rate mismatches and conducting periodic analyses of interest rate risks in order to reduce exposure in this area. 73 ’02 Banif Group Operations in 2004 Liquidity stability was assured through Client funding, recourse to the money markets and operations on international markets through medium/long term loans, with an increase in the maturity on this borrowing. In the course of 2004 the Bank’s clients revealed a preference for medium/long term deposit certificates, due to the prospect of the ECB maintaining current interest levels during 2005, thereby taking advantage of higher interest rates and longer maturities. These deposit certificates totalled 78.3 million Euros at the end of 2004. On the capital markets, the Bank issued a second tranche of the European Medium Term Notes in the 1st half of 2004, for a value of 225 million Euros, maturing in five years. This tranche was placed during July. Finally, it should be mentioned that the financial year of 2004 witnessed a gradual improvement in the Bank’s liquidity, and the respective ratio, as measured by the Bank of Portugal, rose from 76% in the 1st quarter to 94% in the final quarter. 10. International Operations In keeping with the general policy thrust, great importance was attached to keeping correspondent banks fully aware of Banif and Group activities, and to promoting a high profile for the Bank in new markets, with the aim of establishing relations with new business partners. To this end, a highly significant number of visits were made to banks in European Union countries and elsewhere, including visits to two new EU members, the Czech Republic and Hungary. Report and Accounts 74 04 Future prospects for business with the ten new EU member states led us to follow the development of their economies with great interest, now that they are integrated in the European Union. We have also paid careful attention to other applicant countries, where the Bank has also sought to extend its business and its client base. Another major development in the second half was the opening of an office in the United Kingdom. The new London office will focus primarily on supporting the commercial and merchant banking operations of the Banif Group. The ratings assigned by Moody’s and Fitch, in January 2003, of Baa1 and BBB+, for the long term, and P-2 and F2, for the short term, were confirmed twice during the year, in March and November. This was an important and highly positive achievement for the bank, bearing witness to its stability and helping it to gain increasing acceptance in the international capital markets. As a consequence of this, it was possible to place a syndicated 3-year loan on the market in April, which had originally be planned for 75 million Euros, but which was increased, due to the strong demand, to 90 million. Also on the syndicated market, a 5-year loan was placed for the first time in November, originally planned for 75 million Euros, but eventually rising to 110 million, due to the success of the placement. Under the Euro Medium Term Note Programme for 1,000 million Euros, signed in November 2003, a fresh 5-year operation was placed in July. This was also very well received by the market and was issued with a value of 225 million Euros, attracting an extremely varied range of investors. Banif Finance Ltd. increased its share capital from 25 million Euros to 75 million Euros, through an issue of preference shares, guaranteed by the Bank, designed to bring the Group’s equity ratio (tier 1) to the required level. Banif 75 ’02 Banif Group Operations in 2004 Finance Ltd. also served as the vehicle for an issue of subordinated 10-year bonds, with a value of 50 million Euros, designed to bolster the Group’s consolidated equity (tier 2). There was continued success in bringing in short term (up to one year) trade finance operations (Brazil risk), all issued in dollars, and mostly originating from Banco Banif Primus, leading to exposure at year-end 2004 of USD 62 million. As a result of efforts to diversify the portfolio of trade related operations, financing operations (up to one year) were also carried out with other countries (bank risk), namely Kazakhstan, Turkey, Ukraine and Russia, totalling only USD 5 million. A syndicated 5-year Brazil risk loan operation was also effected, for a value of USD 2 million, as part of a B Loan from International Finance Corporation (IFC). The portfolio of trade related operations represented only 1.28% of the Banif Group’s total consolidated lending portfolio at the end of 2004. Despite the number of operations presented to us over the course of the year, forfaiting business failed to reach the scale hoped for, largely due to the poor economic situation. Thanks to the healthy business carried on over the year by Banif Mortgage Company, the Bank was asked to provide funding for this subsidiary’s mortgage lending portfolio, and these operations amounted to a total of USD 44 million. At year-end, exposure in this area stood at USD 14 million. In late May, the Groupement Européen de Banques held its meetings in Lisbon, organized this year by Banif. The GEC is an association of European regional banks from eleven countries, and Banif has been a member since 2000. The prime aim of the association, which has 11 member banks, is to promote the exchange of information and cooperation between its Report and Accounts 76 04 members, allowing them to sell products and services to their clients in the European Union. The annual conference of the International Forfaiting Association (IFA), which Banif joined in June 2004, was also held in Lisbon in mid-September, with Banif as co-sponsor of the event. - Foreign Residents/Offshore Branch The operations of the Foreign Residents Division (FRD) and the Madeira Offshore Branch (OB) were negatively affected in 2004 by various factors in the international economy. Foremost amongst these were the strong devaluation of the US Dollar (down almost 8% over the year), low interest rates and the restrictions imposed by the countries of residence of the two largest communities of expatriates from Madeira – Venezuela and South Africa. This situation led to a reduction in deposits of approximately 5.5% of the portfolio balance (32 million Euros), as a result of a lower contribution from the FRD and the OB to total client deposits with the Bank. Over the course of the year, preparations were made for equipping the Bank’s offices abroad with human and information resources able to strengthen their good performance and the support provided to the Bank’s clients. The Offshore Branch continued in 2004 to display the technical capacity and know-how needed to work with non-resident clients, and was able to increase the flow of capital from abroad, thanks to marketing efforts aimed at management companies. 77 ’02 Banif Group Operations in 2004 Another aspect of the Bank’s activities in this area consisted of continued support and sponsorship of cultural events organized by Portuguese communities in the countries where the Banif Group operates. 11. Client Support Office The Client Support Office received a total of 279 complaints in 2004, which represents a decrease of approximately 20% in relation to 2003. The office was set up in November 2000, and Banif’s clients are increasingly aware of its work, thanks to the publicity it has been given. It may therefore be inferred that this reduction may correspond, in some areas, to an improvement in the standard of services provided. During the year, a total of 260 complaints were resolved, which corresponds to a good rate of settlement of the representations made by customers. In comparison with previous years, the complaints received in 2004 reveal a sharp increase in the diversity of the questions raised by clients. 12. Analysis of Accounts Net profits for 2004 stood at 20.5 million Euros. Return on equity and return on assets stood at 7.5% and 0.45%, respectively. A comparative analysis of the financial statements clearly reflects the main features of the Bank’s operations in 2004: - In terms of balance sheet indicators, growth in turnover was confirmed by positive evolution in Net Assets, up by 18.7%, to 4,899 million Euros, Report and Accounts 78 04 Lending, up by 14.3% to 3,745.5 million Euros, and Client Deposits, which increased by 7.8% to 2,498.1 million Euros at year-end 2004. - In view of this evolution, the deposits to lending conversion ratio increased by 8.6 p.p., standing at 149.9% at the end of 2004. The financial margin (including earnings from securities) was up by 10.5% on 2003, offsetting the negative effect of the narrowing of financial brokerage margins over recent years. - Despite the difficult economic situation in Portugal and abroad, and the changes made to the calculation of provisions by Bank of Portugal Notice 8/2003, the ratio of overdue credit to total lending stood at 1.95% in 2004 (2.2% in 2003) and coverage by provisions continued at over 100%, at a level of 131.7% at year-end 2004, thanks to a lending policy where priority is given to quality and risk management. - The Bank recorded pre-tax profits for 2004 of 24.7 million Euros, up 5.7% on 2003, whilst net profits for the period totalled 20.5 million Euros, due to a tax burden of 16.9%. Balance Sheet The account for “cash and funds with central banks”, which mostly consists of isolated current account deposits with the Bank of Portugal, in order to meet the legal cash reserve requirements, rose by 5.5% over the figure recorded at the end of 2003 to 202.9 million Euros. The account for “sight deposits with banks” presented a balance of 43.9 million Euros at the end of 2004 (10.5% down on the balance for year-end 2003), and consisted primarily of collectables (28.2 million Euros). These 79 ’02 Banif Group Operations in 2004 items decreased their proportional weight in the Banif balance sheet structure, from 5.9% in 2003 to 5.0% in 2004. The account “other loans and advances to banks” rose by 46.7% in comparison with 2003, standing at 456.3 million Euros. At the end of 2004, it represented 9.3% of Net Assets (7.6% at the end of 2003). The account for “loans and advances to clients” was up in gross terms by 14.1% in 2004, corresponding to a net increase of 454.1 million Euros, when compared to 2003. In terms of credit granted, mortgage lending performed particularly well, up by 13.6% over the period, to 1,137.9 million Euros, accounting to more than 38% of total lending. Total credit granted, in gross terms, represented 76.5% of Banif’s Gross Assets in 2004. Despite the impact of the clearly unfavourable economic situation at home and abroad, overdue credit as a proportion of total lending continued to decrease as in previous years, falling from 2.22% in 2003 to 1.95% in 2004. Provisions for Specific Risks totalled 62.2 million Euros at year-end 2004, up 31.0% from 2003. Provisions for doubtful debts increased by 6,314 thousand Euros, to 14,946 thousand Euros, whilst provisions for overdue credit stood at 47,000 thousand Euros in 2004, up by 22.1% when compared with 2003. As a result, coverage of overdue credit by specific provisions increased from 65.31% in 2003 to 85.24% in 2004. Provisions for specific credit risks, added to provisions for general credit risks, totalled 96.1 million Euros in 2004 (81.7 million Euros in 2003), corresponding to 2.57% of the total lending portfolio, and to 131.74% of overdue credit (2.48% and 111.80% at year-end 2003). Report and Accounts 80 04 Defaulting credit (Bank of Portugal Circular of 5 November), which combines credit more than 90 days overdue and doubtful debts reclassified as overdue for the purposes of provisions, represented 2.3% of total lending (2.4% in 2003). A total of 19.2 million Euros was written off in the balance sheet against provisions in 2004 in respect of credit deemed to be either very difficult to recover, or else irrecoverable (33.1 million Euros in 2003). Fixed assets accounts (“intangible fixed assets” and “tangible fixed assets”) recorded an overall increase in value, net of depreciation, of 780 thousand Euros, standing at 24.6 million Euros at year end 2004 (as against 23.9 million Euros at the end of 2003). Fixed assets continued to represent 0.5% of the total balance sheet structure. The Bank’s fixed asset ratio (which includes financial fixed assets), determined according to Bank of Portugal rules, fell from 16.3% in 2003 to 13.34% in 2004. The account for “other assets” recorded growth, in net terms, of 11.8% in 2004, when compared with 2003, rising to 64.2 million Euros. This account comprises essentially “property not allocated to operations”, totalling 44.7 million Euros, and “debtors”, totalling 12.7 million Euros. As a proportion of total net assets, this account fell from 1.4% in 2003 to 1.3% in 2004. Accruals and deferrals (on the assets and liabilities side) registered a net credit balance of 15.4 million Euros, representing a substantial reduction of 21.4% when compared with the total of 19.6 million Euros recorded in 2003. These accounts continue to represent only a small proportion of net assets and liabilities recorded by Banif (2.4% and 2.7% respectively in 2004, and 1.6% and 2.1% respectively in 2003). 81 ’02 Banif Group Operations in 2004 In relation to liabilities, third party deposits, which stood at 4,590.2 million Euros in 2004, were up by 19.8% when compared with the previous year. Net asset coverage by third party deposits increased 0.9 p.p. from 92.8% to 93.7%. The account for “deposits by banks” increased by 40.3%, augmenting its proportional importance in the balance sheet structure to 37.1% in 2004 (31.4% in 2003), due to deposits brought in by MMI and other funds from banks abroad. Total client deposits stood at 2,380.4 million Euros, up 4.7% from 2003. Current accounts grew by 11.4%, to 887 million Euros in 2004 (796.6 million in 2003), whilst deposit and savings accounts also recorded growth, albeit more moderate at 1.1%, totalling 1,493.4 million Euros (1,477.4 million in 2003). The appetite amongst our clients for alternative products led the bank to offer a more varied range of investment products, and there was substantial growth in the placement of these products, especially investment funds and financial insurance, with growth of 8.7% and 71.8%, respectively. The account for “debts represented by securities” increased by 73,782 thousand Euros in 2004, standing at 117.7 million Euros, which includes the bonds issued by Banif, with a value of 24.2 million Euros, and long term deposit certificates with a value of 93.5 million Euros. As a result of the above, total client funds (excluding off-balance sheet funds) increased by 7.8% over 2003, standing at 2,498.1 million Euros at the end of 2004 (2,317.9 million Euros in 2003). The Bank’s shareholders’ funds stood at 276.8 million Euros in 2004, up 3.2 over the figure of 268.3 million Euros recorded in 2003, due to an increase in reserves of 11,2 million Euros, through accrual of retained earnings from Report and Accounts 82 04 2003. Shareholders’ funds represented 5.7% of total net assets for the financial year of 2004. The Bank’s solvency indicators, consolidated with those for Banif Finance Ltd. and Banif (Açores) SGPS, SA (calculated in accordance with the instructions of the Bank of Portugal) stood at appropriate levels, with a total solvency ratio at the end of 2004 of 12.07% (10.61% in 2003), well above the lower limit of 8%, whilst the Tier I ratio stood at 7.93% (7.68 in 2003). In terms of the Bank’s individual accounts, the solvency ratio stood at 8.8% at the end of 2004, and shareholders’ funds (calculated in accordance with Bank of Portugal instructions) totalled 336 million Euros (as against 345 million Euros at the end of 2003). 83 ’02 Banif Group Operations in 2004 BALANCE SHEET STRUCTURE (Percentage) 2004 2003 Var% 2004 2003 Var% Cash and funds with Central Banks 4.1 4.7 5.5 Deposits with Banks 37.1 31.4 38.5 Sight Deposits with Banks 0.9 1.2 -10.6 Client Accounts – Sight 18.1 19.3 7.2 Loans and Advances to Banks 9.3 7.6 46.7 Client Accounts – Term 30.4 35.9 -4.2 Loans and Advances to Clients 75.2 78.4 12.4 Debts Represented by Securities 2.4 1.1 -45.6 Investments in Securities 5.8 4.1 4.2 Other Liabilities 0.6 0.3 -5.6 Shares in Related Companies 0.5 0.5 0.6 Accruals and Deferrals 2.7 2.1 14.1 Intangible Fixed Assets 0.1 0.1 0.7 Subordinated Debt 2.3 2.7 0 Tangible Fixed Assets 0.4 0.4 1.6 Other Provisions 0.7 0.7 -20.3 Shareholders’ Funds and Results 5.6 6.5 5.2 100 100 -17 Own Shares 0 0 0 Other Assets 1.3 1.4 1.4 Accruals and Deferrals 2.4 1.6 50.0 100 100 14.9 Report and Accounts 84 04 Income Statement The financial margin, including earnings from securities, rose by 10.5% over the period in question, to 115,524 thousand Euros (104,509 thousand Euros in 2003). The Bank’s financial brokerage margin recorded a slight rise, up by 83 b.p., from an average of 3.14% in 2003 to an average of 3.22% in 2004. The account for net profits from financial operations, which at year-end 2004 stood at 3,039 thousand Euros, was 3.0 million Euros down on the previous period. If we remove the effect of the capital gain of 5 million Euros recorded in connection with the securitization operation involving the sale of mortgage credits in the 1st quarter of 2003, this account would have recorded net growth of 1,961 thousand Euros. The account for other net earnings stood at 44,111 thousand Euros at the end of 2004, 8.9% up from the end of 2003. In the 1st half of 2003, commissions worth approximately 2 million Euros relating to the securitization operation mentioned above were recorded under other operating income. If we remove this effect, the balance would have grown by 14.5% over the period. Net banking revenues stood at 162,674 thousand Euros in 2004, up 7.7% in comparison with 2003 (151,096 thousand Euros). This figure reflects annualized rates of return of 3.7% and 59.7% (3.4% and 57.8% in 2003), on net assets and shareholders’ funds, at average 2004 values. General overheads (which include personnel costs and third party supplies and services) stood at 94,052 thousand Euros, up 14.0% on the figure of 82,480 thousand Euros recorded in 2003. 85 ’02 Banif Group Operations in 2004 Personnel costs amounted to 51,990 thousand Euros at the end of 2004, up by 8.7% on the figure of 47,843 thousand Euros recorded in 2003. The workforce was increased by 72 employees, representing growth of 4.9% in comparison with 2003, and the average cost per employee rose by 3.4% from 32.4 thousand Euros in 2003 to 33.5 thousand Euros in 2004. The account for other administrative overheads (third party supplies and services) totalled 42,062 thousand Euros at year-end 2004, as against 34,637 thousand Euros at the end of 2003, representing an increase of 21.4%, due above all to the unfavourable effect of the rentals which the Bank started to pay to Banif Imobiliária after disposal of all the property allocated to operations, as referred to above. As a result of the above, the cost-to-income ratio (overheads + depreciation/gross operating margin) revealed an efficiency loss of 2.05 p.p., rising from 61.3% in 2003 to 63.3% in 2004. As a result, the operating cash flow stood in 2004 at 68,622 thousand Euros, at much the same level as in 2003 (68,616 thousand Euros), reflecting rates of returns of 1.5% and 25.2% (1.5% and 26.2% in 2003) on average net assets and shareholders’ funds, respectively. Allocations to depreciation amounted to 8,984 thousand Euros, down 11.3%, due to the disposal of the premises used for operations to Banif Imobiliária. Likewise, allocations to provisions (net of reinstatement), prudently determined, in compliance with the provisions of Bank of Portugal Notice 3/95, rose by 17.7%, to 34,541 thousand Euros. Extraordinary results corresponded to a modest loss of 401 thousand Euros (as against a loss of 5,767 thousand Euros in 2003). Report and Accounts 86 04 Pre-tax profits for the period amounted to 24,696 thousand Euros, up by 5.7% from the figure of 23,364 thousand Euros recorded in 2003. The tax burden rose by 16.2 p.p. in 2004 to 16.9% (0.75% in 2003) due to measures adopted in 2003 with a view to efficient and effective fiscal management. As a result, the profits for the period, after tax, were down by 11.6%, at 20,512 thousand Euros (23,190 thousand Euros in 2003). 87 ’02 Banif Group Operations in 2004 OVERVIEW OF LEADING ECONOMIC AND FINANCIAL INDICATORS FORT BANKING BUSINESS UNDER THE BANIF BRAND (In thousand Euros) 31/12/04 Net assets Net lending Net fixed assets Client funds Shareholders’ funds Financial margin Profits on financial operations (net) Other earnings (net) Banking Revenues General Administrative Overheads Operating Cash Flow Depreciation Provisions (net) Operating result Extraordinary gains (net) Provision for tax on profits Result for the period (net of tax) ROE ROA Equity adequacy ratio (*) (**) Basic equity adequacy ratio (*) (**) Defaulting credit / total lendingl (*) Defaulting credit (net) / total lending (net) (*) Profits before tax and min. int. / av. net assets (*) Banking revenues / av. net assets (*) Profits before tax and min. int. / banking revenues (*) Financial Costs + Depreciation / Banking Revenue (*) Personnel costs / Banking revenues (*) 4,898,966 3,683,261 24,632 2,498,141 276,797 115,524 3,309 44,111 162,674 -94,052 68,622 -8,984 -34,541 25,097 -401 -4,184 20,512 7.53% 0.45% 12.07% 7.93% 2.37% 0.73% 0.55% 3.65% 9.30% 63.34% 31.96% (*)- As per Bank of Portugal Instruction 16/2004 (**)- Figures recorded the Consolidated Banif, SA with Banif Finance Ltd and Banif (Açores) SGPS, SA. Report and Accounts 88 04 31/12/03 Absolute var. 4,126,690 3,229,141 23,852 2,317,896 268,286 104,509 6,708 40,510 151,096 -82,480 68,616 -10,130 -29,356 29,130 -5,767 -174 23,190 8.87% 0.51% 10.61% 7.68% 0.52% 3.40% 9.15% 61.29% 31.66% 722,275 454,119 780 180,245 8,512 11,015 -3,039 3,601 11,578 -11,571 7 1,146 -5,185 -4,034 5,365 -4,010 -2,678 Variation % 18.70% 14.10% 3.30% 7.80% 3.20% 10.50% -50.00% 8.90% 7.70% 14.00% 0.00% -11.30% 17.70% -13.80% 2310.20% -11.60% 1.1.2 Banco Comercial dos Açores, SA The main strategy guidelines adopted for Banco Comercial dos Açores, (BCA) were maintained and reinforced in 2004: client orientation, increased visibility and market leadership, ongoing additions to the range of financial products and services and a wider spectrum of distribution options. All this is designed to lever sound organic growth, secure and adjusted to the markets in which the Bank operates, which are the Azores and communities of Azorean expatriates. The strategic decision to continue operating in only these markets, which are small in size increasingly competitive, means that in addition to policies and measures to lever business, the Bank has to strive at all times to keep down overheads, in order to obtain levels of productivity and profitability as closely in line with the sector as possible. As a result, investment in new technologies and re-engineering of processes, with a view to efficiency gains, are also areas which require ongoing attention. Two initiatives in 2004 merit special mention: (i) a mortgage lending securitization operation and (ii) launch and conclusion of a new programme to cut and rejuvenate the workforce. The securitization operation, placed in full on the Portuguese and international markets, with a balance as at 31 December 2004 of 275 million Euros, was intended to assure the liquidity and funds needed for the Bank to maintain the pace of its lending operations, given that the volume of primary resources was not sufficient to support further development of lending. Since privatization, the deposits to lending transformation rate has risen from 60% in 1996 to 115% in 2003. 89 ’02 Banif Group Operations in 2004 The programme for reduction and rejuvenation of the workforce is intended to reduce the structure, with improvements in productivity indexes, accompanied by acquisition of the new skills needed to face the challenges posed by the Bank’s operations. A total of 40 employees left the Bank in 2004, as against the contracting of 16 new recruits. Below we present an overview of the main developments in 2004 in BCA’s commercial and central sectors. - Commercial Activities The Bank refined its segmented approach to the market and widened the scope of intervention of the Sales Division, which brings together and coordinates all of BCA’s sales activities. In relation to the segment-based market approach, the Private and Corporate Network was merged with the Business Centre Network, creating the Client Centre Network which took over management of banking business with companies and higher income clients, seeking thereby to obtain greater internal synergies and a more unified approach to these markets. The Sales Division took over coordination of the remote channels (e-banking), allowing it to take on responsibility for all the Bank’s distribution channels: traditional distribution networks (branches and client centres), the network of agency channels, e-banking and the website. The cross-selling and operational marketing units complete the new structure of the Division. The cross-selling unit seeks to increase the Bank’s involvement in the sale of products and services offered by other Banif Group companies, Report and Accounts 90 04 and the operational marketing unit is responsible to planning and running ongoing specific campaigns for different market niches. A pro-active approach was maintained over the course of the year to innovation in BCA products and services. One major development in this field was the launch of a new home loans product – BCA Casa Sénior, aimed at older clients – and also the new site with the new corporate image, more functions and greater interaction with user clients. At the same time, the Bank made significant changes to its credit card business, making it possible to increase the total number of cards by 50% in 2004. Work continued in 2004 on the programme for improving the quality of the branch premises, with renewed layouts, designed to make the premises more comfortable, up-to-date and convenient. The revamping of all the branches on Pico was concluded, a new BCA branch was opened in Lajes das Flores and it was also possible to complete the project for a complete redesign of the BCA Building in Angra do Heroísmo. Thanks to intensive sales activity, the Bank recorded growth in lending in the order of 96 million Euros (including securitized lending), corresponding to an increase of 10% in the total balance under BCA management in 2003. As in the previous year, it was lending to private clients which presented the highest growth, at 13%, levered by home loans which are the single largest component in the lending under the Bank’s management. 91 ’02 Banif Group Operations in 2004 Similarly positive performance was recorded in client deposits, which were up, at the close of the year, by approximately 57 million Euros, corresponding to 7% growth over the year, to which must be added all off-balance sheet resources, namely investment funds. - Central Areas Work was concluded, during 2004, on the first phase of a new branch software project shared by Banif and BCA. This is a project of structural importance in the main technologies supporting operations, which in itself represents a major and necessary step along the strategic path towards standardization of procedures between the two commercial banks in the Banif Group. In addition to this specific project, all activities in supporting areas were guided by strategic goals, with a view overall to economies of scale and gains in efficiency and productivity, without undermining the Bank’s quality standards and capacity to respond to the market. This meant that other investment was needed in technological infrastructure, such as in new voice and data communication networks, as well as continued programmes for harmonization of the central departments shared by Banif and BCA. Balance sheet indicators, and especially those for overdue credit, were likewise positive, given that the Bank closed the financial year of 2004 with a total of overdue credit smaller, in absolute terms, than one year previously. This performance meant that the indicators normally used in this field remained at excellent levels, despite the home loans securitization operation mentioned above. Indicators which measure lending quality, after writing off a sum of 1,871 thousand Euros, evolved as follows: Report and Accounts 92 04 2004 2003 Overdue Credit/Total Lending 1.54% 1.42% Defaulting Credit/Total Lending 1.27% 1.06% At the close of the year, provisions for Credit – Doubtful Debts and Overdue Credit assured 77.5% cover for the balance of lending in this situation (73.3% one year earlier), with a coverage level rising to 133.4% if we also consider the provisions for General Lending Risks. This indicator had stood at 128.4% at the end of 2003. Banco Comercial dos Açores remained in disagreement in 2004 with the Decision of the European Commission on Adaptation of the Fiscal System to the Specific Characteristics of the Azores Autonomous Region, which results in the financial sector being excluded from application of the Corporation Tax rates in the Azores. In any case, full provision has been made for the sums relating to the difference in Corporation Tax rates, meaning that there is no contingency in this respect. It follows from the above that BCA was broadly successful in reaching the goal of its general operational plan, allowing the Bank to maintain its positioning and visibility, and also to improve the value chain offered. This, combined with streamlining measures, allowed for a positive impact on results and other performance indicators, as illustrated in the following table: 93 ’02 Banif Group Operations in 2004 (In thousand Euros) 2004 2003 Variation % Net assets 1,161,389 1,184,260 -1.9% Client deposits 855,558 798,942 7.1% Credit granted 731,073 908,948 -19.6% Total lending under management 1,064,913 970,265 9.8% Shareholders’ equity and results 84,572 85,685 -2.2% Banking revenue 44,988 41,062 9.6% Operating cash flow 18,748 16,393 14.4% Cost to Income (*) 62.9% 66.5% -3.6 p.p. -2.6 p.p. Produto Bancário (*) Banking revenues (*) 34.2% 36.8% Profits for the period 10,246 6,543 56.6% ROE 13.8% 8.3% +4.5 p.p. PTP/ANA(*) 1.0% 0.7% +0.3 p.p. BR/ANA (*) 3.8% 3.6% +0.3 p.p. PTP/ ASF(*) 15.4% 10.5% +4.9 p.p. (*) Standard indicators as defined in Instruction 16/2004, of the Bank of Portugal. Cost to Income: (Operating Costs + Depreciation)/Banking Revenue PTP/ANA: Pre-Tax Profits / Average Net Assets BR/ANA: Banking Revenue / Average Net Assets PTP/ASF: Pre-Tax Profits / Average Shareholders’ Funds The Bank had a workforce of 417 as at 31 December 2004, as against 441 one year earlier. Report and Accounts 94 04 1.1.3 Banif Leasing, SA Banif Leasing, SA recorded total business in 2004 of approximately 164,804 thousand Euros, of which 125,045 thousand Euros related to equipment leases and 39,759 million Euros to property leases. These figures represent overall growth of 23.3% over the previous year, led by growth of 45.5% in property leases. Banif’s distribution networks contributed 45.2% of new equipment leasing business, and were also the main source of property leasing contracts (73.9%). Total lending stood at 246,617 thousand Euros at the end of 2004, up 33.3% from 2003. Four rollovers were effected in 2004, with a value of 29,201 thousand Euros, under the Atlantes 2 securitization operation, currently underway. The financial margin increased by 13.1%, rising from 4,970 thousand Euros in 2003 to 5,620 thousand Euros in 2004. The operating lease yield rose in turn from 6,753 thousand Euros in 2003 to 7,501 thousand Euros in 2004, representing an increase of 11.1%. The cost to income ratio, considering operating costs and leasing income, improved, moving from 47.8% to 40.8%. Net profits were up by 1756% in relation to 2003, standing at 1,643 thousand Euros. The cash flow generated stood at 5,124 thousand Euros, representing growth of 36.8% over 2003. 95 ’02 Banif Group Operations in 2004 Special mention should be made of the provisions constituted, amounting to 4,327 thousand Euros (up 19.8% on 2003). As at 31 December 2004, the company had 37 employees. (In thousand Euros) 2004 2003 Variation % Total new business 133,618 164,804 23.3 Net assets 253,106 185,112 36.7 Total lending 246,617 185,047 33.3 Shareholders’ funds 13,688 12,070 13.4 Net profits 1,643 89 1,756.2 Pre-Tax Profits / Average Net Assets 1.2% 0.34% 246.4 Banking Revenue / Average Net Assets 3.5% 4.6% - 23.7 Pre-Tax Profits / Average Shareholders’ Funds 19.4% 4.0% 380.9 ROE 12.0% 0.7% 1,527.8 ROA 0.7% 0.1% 1,250.1 Capital Adequacy Ratio 8.2% 8.8% - 6.8 Cost to Income (operating costs / Depreciation) Banking Revenue 40.8% 47.8% - 14.7 Personnel Costs / Banking Revenue 15.7% 19.3% - 18.5 Overdue Credit / Total Lending 1.9% 3.3% - 43.6 Defaulting Credit / Total Lending 2.4% 3.6% - 33.7 Default Credit, net / Total Lending, net 1.6% 1.9 % - 14.7 Total Provisions / Overdue Credit 138.9% 112.1% 23.9 Report and Accounts 96 04 1.1.4 Banif Crédito – Sociedade Financeira para Aquisições a Crédito, SA The company concluded a total of 2,448 new contracts in 2004 (up 2.3% on the previous year), representing business worth a total of 25,100 thousand Euros, figures which correspond to overall growth in business of 10% in relation to 2003. This success was due to various factors: - Increased commercial presence in the field, which brought in new suppliers; - Building on the loyalty of suppliers, through agreements setting targets, supported by annual recall and service standards; - Launch of the Financial Advance product (at the trial stage), enabling suppliers to acquire stocks. The lending portfolio stood at 46.4 million Euros at the end of 2004, up 22.7% over the previous year. Most contracts being financed continued to be for second hand vehicles and the borrowers private clients. Net profits stood in December at 586 thousand Euros, as against 406 thousand for the same period in the previous year, which represents growth of 44.4%. Nonetheless, the cost to income evolved favourably, from 37% to 36%. In terms of organizational improvements, the company has successfully centralized risk assessment and adjusted the lending decision procedure. As at 31 December 2004, the company had 31 employees. 97 ’02 Banif Group Operations in 2004 (In thousand Euros) Total new business 2004 2003 % 25,100 22,830 9.94 Net assets 47,129 38,335 22.94 Net lending portfolio 46,418 37,829 22.71 21.03 Financial margin 4,407 3,641 Shareholders’ funds 4,785 4,373 9.41 Net Profits 586 406 44.39 PTP / Average Net Assets 2.0% 1.9% 5.26 Banking Revenue / Average Net Assets 10.2% 11.0% -7.27 PTP / Average Shareholders’ Funds 18.5% 15.5% 19.35 ROE 12.2% 9.3% 31.18 ROA 1.24% 1.06% 16.98 Capital Adequacy Ratio 8.8% 9.7% - 9.28 (Operat. Costs + Depr.) / Banking Revenue 36.0% 37.0% -2.70 Personnel Costs / Banking Revenue 18.7% 19.8% -5.55 Overdue credit / Total lending 5.5% 6.3% -12.29 -15.15 Defaulting Credit / Total Lending 5.6% 6.6% Defaulting Credit, net / Total Lending, net 0.86% 0.85% 1.18 Total Provisions / Overdue Credit 111% 113.44% -2.40 1.1.5 Banif Rent – Aluguer, Gestão e Comércio de Veículos Automóveis, SA Banif Rent concluded a total of 851 new contracts in 2004, with an overall investment value of 11,177.3 thousand Euros. These successful business figures result to a large extent from the action plan in the last quarter, with the launch of a new sales team and the Banif Group distribution channels, based on a new strategy for Banif automobile products. Report and Accounts 98 04 Banif Rent closed the year with a fleet of 828 vehicles, corresponding to an equal number of fleet management contracts, of which 457 included a maintenance contract. In view of the specific criteria for depreciation of the fleet and the fact that the company has recently started business, pre-tax results stood at a loss of 488,116 Euros, and the operating margin rose to 966 thousand Euros. It is hoped that with the level of business expected for 2005, the company will be able to reach breakeven point by the end of the first half, turning around its operating results from the second half onwards. Fresh energy was imparted to the company’s sales organization in 2003, with various training initiatives involving the Banif distribution networks, including both branches and business centres. This served to kick-start the sales team, promoting BanifRent as a competitive vehicle solution for the market, and giving priority to offering vehicles to the Banif Group’s client base. Business in the final quarter can therefore be considered as clearly influenced by these initiatives, with the internal organization of the company benefiting from this positive trend, which resulted in gains in effectiveness. This had a large impact on the organizational culture of the company, and also on the range of renting products, with the emphasis on automobile products designed for the private client, business and small company sectors, for which a specific communication plan was developed in the Bank’s sales networks. 1.1.6 Banco Banif Primus, SA Banco Banif Primus SA centred its activities in 2004 on the development and expansion of commercial lending and foreign trade operations, with medium and large companies, as well as making determined efforts to bring in deposits for its lending activities from its clients and financial institutions, in order to make it less dependent on external resources. 99 ’02 Banif Group Operations in 2004 The strong commitment to commercial banking operations in Brazil led Banif Comercial SGPS, SA to complete, in 2004, its acquisition of 100% of the share capital of Banco Banif Primus, and to boost its holding in Banif Primus Corretora, in which it now holds 75%. In order to gain a higher profile for the Banif brand in Brazil, and to make it better known to clients, it was decided to alter the name of the commercial bank to Banif Banco Internacional do Funchal (Brasil) S.A., a process which is at an advanced stage of approval by the Brazilian Central Bank. Also as part of this strategy of expansion and development, it was decided during the financial year to extend the branch network. A branch in Barra da Tijuca, Rio de Janeiro, and another in the region of Jardim Anália Franco, Tatuapé, in São Paulo, are at the final stages of construction and in the process of inaugurating their services. These locations were chosen as corresponding to strategic areas with great potential for bringing in new clients and serving the existing clientele, and also to areas with a strong presence of Portuguese expatriates and descendants of Portuguese immigrants. In order to support steady and stable growth in commercial banking business in Brazil, Banif Comercial SGPS, SA increased the share capital of the Bank to 2.8 million Euros, in October 2004. This was further complemented, in December 2004, by an issue of subordinated bonds by the Bank, with a value of 5.2 million Euros. The Bank therefore closed the financial year of 2004 with total shareholders’ funds of 13.0 million Euros, 32.7% up on the previous year, when this total had stood at 9.8 million Euros. Report and Accounts 100 04 In developing its business, the Bank kept to a policy of controlled growth and expansion of lending, with special care to the duration of loans. This also involved concentrating on lower risk products and requiring security, in order to minimize lending risks, seeking at all times to maximize the Bank’s returns. Commercial lending, including foreign trade finance business, lending to private clients with repayments deducted from salaries and transfers of local authority and foreign loans, recorded stable and gradual growth over 2004, closing the year at a total of 70.7 million Euros in lending, up by 19% in comparison with the figure of 59.4 million Euros in the previous year. In the field of short term finance, three foreign debt issues were made, on 1 March, 15 March and 5 November 2004, for totals of 12.5 million Euros, 12.5 million Euros and 17.5 million Euros respectively. In September 2004, Banif – Banco de Investimento set up and distributed in full an issue of trade related notes of 12.5 million Euros, resulting from the securitization of Brazilian export credits, deriving from business generated by Banco Banif Primus. Locally, a total of 38.2 million Euros was brought in from clients and financial institutions, as at December 2004, in order to support lending operations. This figure was 92% higher than the deposits recorded in December 2003, which stood at 19.9 million Euros. The Bank maintained a significant presence on the interbank markets, especially in financing small and medium-sized banks, as in previous years, remaining amongst the 20 largest banks in foreign exchange dealings in the country, according to the ranking published by the Brazilian Central Bank. 101 ’02 Banif Group Operations in 2004 The profits recorded in 2004 were strongly influenced by the stability achieved by the country, as the abundant money supply increased competition for credit between banks, resulting in a substantial reduction in their spreads. In this climate of fierce competition, which caused banks to lose revenues, Banco Banif Primus presented excellent performance, with a net profit of 1.1 million Euros, supported by excellent results on the commercial lending, foreign exchange and foreign trade portfolio. (In thousand Euros) 2004 2003 Net Assets 162,064 178,740 -9.3% Lending 70,803 60,346 17.3% Client Deposits 35,763 17,516 104.2% Shareholders’ Funds 13,038 9,820 32.8% Cash Flow 2,552 -18 Net Results 1,057 -316 Report and Accounts 102 Variation % 04 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’02 ‘ OUR VALUES’ YOUR UNIVERSE Banif Group Operations in 2004 Report and Accounts 04 ’02 Banif Group Operations in 2004 1.2 Banif Seguros SGPS, SA The company continued to carry on its business in keeping with the legal framework for holding companies. The company’s activities were therefore relatively limited, consisting of managing its holding in Companhia de Seguros Açoreana, SA. Report and Accounts 102 04 The balance sheet structure is based essentially on the financial holding of approximately 23,325 throusand Euros, in the form of 3,792,500 shares representing 52.31% of the share capital in Companhia de Seguros Açoreana, SA. However, in accordance with Accounting Directive no. 9, the company applied the equity method in order to value this holding, with the result that the value of the holding as at 31 December 2004 stood at 39,385 thousand Euros. The company recorded a profit in 2004 of 6,726 thousand Euros in 2004, as compared with 5,269 thousand Euros in 2003. The company had no employees at year-end 2004. 1.2.1 Companhia de Seguros Açoreana, SA Four leading facts merit attention with regard to the operations of Companhia de Seguros Açoreana, SA (CSA) in 2004: - The sustained trend towards a larger market share. In 1996, CSA had an individual market share of 0.64%; today, this share stands at 3.7%. In life business, the company has a 3.6% share, and in non-life business it rises to 3.9% (as per provisional data supplied by the Portuguese Insurance Association). - Consistent improvements in results and cash flow, and a financial and assets situation which is increasingly sound. - The extraordinarily good progress on projects for modernization and automation of business support systems, with an impact on the improvement of efficiency and productivity indexes. - Consolidation of the process of reorganization and change, and bolstering of the corporate culture and image. 103 ’02 Banif Group Operations in 2004 In the field of modernisation of business, systems and operating platforms, various projects in the field of automation and computerization of business processes were launched and are currently being implemented. These concern the process of issuing contracts in non-life business, underwriting and claims management operations in life business and management of legal department affairs. Work also proceeded on various initiatives designed to automate a number of internal activities. A project is currently underway for unification of policy holders, in order to eliminate duplication and inconsistencies in the entities recorded in the company’s data base. Preliminary work is also in progress with a view to changing the operating system to Windows XP. The company website has been revamped, in terms of both image and content. Açornet has proven to be a first-rate platform for communication and interaction with the brokerage network, in view of the number of registered users, which has already risen to 120. A number of new functions have been developed and made available online, making this an increasingly indispensable working tool for the sales network. The contact centre platform has also been playing an increasingly important role in supporting a wide range of company initiatives. Improvements were also made in the course of the year to tools already implemented, such as MGCOR and CRM, which are designed to boost and lever sales activities. Report and Accounts 104 04 A number of pioneering initiatives were launched during the year, including a home insurance solution and an insurance e-kiosk. Work also continued on a number of projects of structural importance, which include increasing cross selling and developing partnerships within the Banif Group, by stepping up business in the assurfinance sector, and promoting sales through the private and corporate client networks of Banif and BCA, as well as through the distribution channels of Banif Leasing, Banif Crédito and Banif Rent. Also in the field of assurfinance, programmes continued for involvement of the CSA brokerage network in sales of banking and leasing products, with some success. A number of Group-wide initiatives were undertaken during the year, including the design and implementation of a disaster recovery solution, and a coordinated and integrated approach to implementation of IAS/IFRS standards. The company’s offices have been revamped, with the adoption of a standard model, and a new functional design for internal circuits and organization has been adopted. A negotiation and relationship management platform is currently being designed and implemented for dealings with external agents; in the first phase, this platform involves only external agents in the automobile claims area. With a view to assessing, monitoring and improving performance in the different areas of claims management, the SIGSIN Project has contributed to improving the quality and availability of data associated with insurance sector management information. This is a powerful tool, which provides extensive 105 ’02 Banif Group Operations in 2004 information on business, allowing the user to interact in the creation of statistics and comparative tables. Another important development has been the start of a project in the field of internal control, designed to establish methodologies for the assessment, followthrough, monitoring and mitigation of different operating risks, and at the same time to provide formal descriptions in manuals of distinct business processes. Work also proceeded on development and integration of software with the Segurnet, and Açoreana took part in all projects and initiatives in this area. The company further widened its product range, with the launch of two new products, “IMED” and “InvestSeguro”, both of which offer in their specific segments specialist and distinctive cover, in relation to the products of the competition. Efforts also continued on repositioning and broadening the range of products in the areas of life insurance (Opção Vital), property (Multi Protecção Condomínio) and household insurance (Multi Familiar). In order to publicise the brand and gain greater corporate visibility, partnership agreements were signed with prestigious sports clubs, including Sport Lisboa e Benfica, Sporting Clube de Portugal, Futebol Clube do Porto and Estoril Praia. Finally, the drive to assert and consolidate a quality image in the market was supported by the classification of CSA as best Life Insurance Company, for the third year running, in the ranking published by Exame magazine, on the basis of a comparison of a set of economic and financial indicators. In economic terms, CSA’s business, measured through gross premiums written, was in excess of 386 million Euros, of which 162.4 million related to property business and 223.8 million Euros to life business, representing, respectively, growth of 21.3%, 10.8% and 30.2% in comparison with figures for 2003. Report and Accounts 106 04 The market share grew from 3.4% in 2003 to 3.7%, overall, according to provisional figures published by APS. But if we take life business alone, the market share rose to 3.9% at the end of 2004. Net profits stood at over 10.8 million Euros, 7.7% higher than in 2003, clearly illustrating the company’s capacity to generate funds over the period. The evolution of operating cash flow also reflects a dynamic of growth and improvement in the company’s economic and financial situation, rising to a total of 14.9 million Euros, 8.1% up on the figure recorded for 2003. In terms of solvency, the solvency margin and the guarantee fund, calculated in accordance with the model in force, show that Companhia de Seguros Açoreana has surplus capacity for meeting its future commitments, with a coverage rate of 123.2%. Net assets were in excess of 679 million Euros, up by 18.1% from the previous year, and shareholders’ funds rose from 64 million Euros to 75 million Euros (up by 17.3%). VARIATION 2003/2004 (In thousand Euros) 2004 2003 Life premiums written 223,770 171,846 Variation % 30.2% Non-life premiums written 162,381 146,572 10.8% Total premiums written 386,151 318,418 21.3% Operating cash flow 14,925 13,803 8.1% Net assets 679,606 575,423 18.1% Net capital expenditure 622,999 519,249 20.0% Shareholders’ funds 75,292 64,198 17.3% Net profits 10,896 10,120 7.7% 107 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’02 ‘ OUR VALUES’ YOUR UNIVERSE Banif Group Operations in 2004 Report and Accounts 04 ’02 Banif Group Operations in 2004 1.3 Banif Investimentos SGPS, SA The company operated in accordance with the legal framework for holding companies, as defined by Decrees-Law nos. 495/88, of 30 December, no. 318/94, of 24 December and no. 378/98 of 27 November, concentrating essentially on supervising and supporting its subsidiaries. The Banif Group reorganized its international operations in 2004, and as part of this Banif Investimentos SGPS, SA sold to Banif – Information and Technology Holdings (now known as Banif International Holdings, Ltd.) its entire holdings in Banif Financial Services, Ltd. and Banif Mortgage Company, for a price of USD 128,156.00 and USD 401,134.00, respectively. As part of the same wider operation, the company sold to Banif – Banco Internacional do Funchal (Cayman), Ltd, 30% of Banif – Information and Technology Holdings, for a total of 30,000 Euros, and acquired from Conimbriga – Investments, Ltd., 15% of the share capital of Banif Securities Holdings, for a sum of USD 180,000, giving it sole ownership of this company. The company made supplementary capital subscriptions of 1,064,000 Euros to its subsidiary Banif Comercial SGPS, SA. In view of the specific nature of the business carried out by companies of this type, where results are derived from dividends received, the company recognized as income the dividends to be distributed by its subsidiaries, in accordance with circular no. 18/04/DSVDR of 5/03, of the Bank of Portugal, and IAS no. 18, namely from Banif – Banco Internacional do Funchal (Cayman), Ltd and Banif Comercial SGPS, SA, amounting to 1,817,064.56 Euros and 1,021,440 Euros, respectively. Report and Accounts 108 04 The company paid dividends to its sole shareholder, Banif SGPS, SA, of 1,162,061.23 Euros, from the Free Reserves. In the course of the year the company received dividends from its subsidiaries Banif Banco de Investimento, SA (1,500,000 Euros), Banif – Banco Internacional do Funchal (Cayman), Ltd. (284,730.83 Euros) and Banif Comercial SGPS, SA (851,700 Euros). The company had no employees at the end of 2004. 1.3.1 Banif – Banco de Investimento, SA Banif – Banco de Investimento, SA (“Banif Investimento”) is the Banif Group company which currently centralises and co-ordinates all the Group’s national and international business in the field of investment banking, namely the activities of Banif Securities, Inc. (in the United States) and Banif Primus C.V.C, S.A. (in Brazil). Fund management business (securities, property and pension funds) and venture capital business is carried on by subsidiaries of Banif Investimento, whilst all other forms of business are carried on within the investment bank itself. In the course of 2004, an alteration was made to the structural organization of the Bank, in order to bring it into line with the characteristics of the markets in which it operates and also to encourage synergies and to promote the ongoing specialization of its employees. The change consisted of splitting the Investment Management Division into the Securities Investment Management Division and the Property Investment Management Division (specialization by product), as well as splitting the Sales 109 ’02 Banif Group Operations in 2004 Division into the Cross-Selling Division and the Asset Management Products Division (specialization by business area). At the same time, some activities were relocated within the existing structure: in April, the Corporate Finance and M&A Division changed its name to the Project and Corporate Finance Division, taking over responsibility for project finance activities, and at the end of the year the Division once again changed names to the Financial Advisory Division, when it also took over responsibility for securitization activities. Also as part of this process, the Private Banking Division changed its name to the Corporate and Private Banking Division, which is now primarily geared to facilitating the process of attracting new clients (private and corporate), encouraging synergies through cross-selling of Bank products and services between these two client types. In relation to subsidiaries, Banif Imo – Sociedade Gestora de Fundos de Investimento Imobiliário, SA was merged in early 2004 into Banifundos – Sociedade Gestora de Fundos de Investimento Mobiliário, SA, which company changed its name to “Banif Gestão de Activos – Sociedade Gestora de Fundos de Investimento Mobiliário, SA”. This merger made it possible, as from the beginning of the financial year, to carry on all securities and property investment fund management business in a single company; this is the first company on the Portuguese market to manage both types of fund simultaneously. Banif Investimento’s main asset, its own bond portfolio, stood at a total value of approximately 211 million Euros at 31 December 2004. The most significant alteration in this portfolio in 2004 was the increase in the relative importance of structured finance securities, notably RMBS and CMBS, in view of the objectives of diversifying into more stable classes of assets, and into assets with a more interesting return/risk ratio. Report and Accounts 110 04 In trading of its own equity portfolio, worsening conditions on the main equity markets in the second quarter of the year caused Banif Investimento to redefine its investment portfolio. The portfolio originally consisted of directional positions, and was thoroughly overhauled, in order to be able to generate funds in an adverse market situation. The investment priorities are now to reduce exposure to directional market risk, which allowed this portfolio to close the year with a slightly positive balance in terms of results. In relation to the funding policy, the existing structure was maintained, based on a number of medium term resources, the Bank’s available capital, repo lines granted by leading international banks and the issue of deposit certificates. In the field of derivatives and foreign exchange operations, Banif Investimento carried out a number of operations with a total nominal value of approximately 172.5 million Euros, associated in all cases with capital market operations, meaning that they involved no financial risk for the Bank’s balance sheet. As a result of the need to develop the Banif Group’s investment banking business at international level, with the consequent fragmentation of revenues, and the increase in the human and material resource structure of Banif Investimento, combined with the fact that the financial year of 2003 had provided exceptional market conditions for both realizing substantial capital gains on the bonds portfolio and for structuring and placing large scale operations, the net results obtained by the Bank in 2004 were down by approximately 21% on those recorded in 2003. Nonetheless, this reduction in the Bank’s earnings was more than offset by the increased net profits from its subsidiaries, and especially from Banif Gestão de Activos, which doubled its results over 2003. 111 ’02 Banif Group Operations in 2004 It should be noted that this structural change in the make-up of Banif Investimento’s results fits in with the strategy mapped out for developing more stable business areas with more consistent results, in order to complement other results with a more cyclical nature, which depend on the behaviour of the markets. Banif Investimento generated banking revenues in 2004 of 11.5 million Euros, corresponding to a cash flow of 3.5 million Euros and an individual net profit of 1.8 million Euros: (In thousand Euros) Individual Accounts 2004 2003 Variation % Net Assets 406,582.0 274,895.5 47.9% Shareholders’ Funds 23,586.0 23,298.4 1.2% Banking Revenues 11,494.7 12,012.1 -4.3% Cash Flow 3,476.8 4,787.8 -27.4% Result for the Period 1,787.6 2,271.3 -21.3% ROA 0.52% 1.01% - ROE 7.88% 10.25% - Cost-to-Income 79.27% 71.31% - Solvency Ratio 9.5% 12.60% - In consolidated terms, Banif Investimento’s net results were up by 10.6% from 2003 to 2004, and in 2004 the Bank generated banking revenues of 15.6 million Euros and cash flow of 5.7 million Euros: Report and Accounts 112 04 (In thousand Euros) Consolidated Accounts 2004 2003 Variation % Net Assets 405,140.4 273,382.4 48.2% Shareholders’ Funds 26,341.0 24,399.9 8.0% Banking Revenues 15,627.2 14,315.3 9.2% Cash Flow 5,692.8 6,042.9 -5.8% Result for the Period 3,442.4 3,113.0 10.6% ROA 1.01% 1.40% - ROE 13.98% 13.62% - Cost-to-Income 70.87% 67.78% - The operations of Banif – Banco de Investimento, S.A. in 2003 are described sector by sector below: 1. Financial Advisory In 2004, the Financial Advisory Division continued to proceeded with its activities in connection with the provisions of financial advisory services and support for the preparation of structured operations, whilst continuing to give priority to the quality of the work done and ongoing follow-up of clients. With regard to the scope of the activities of the Financial Advisory Division in the field of financial consultancy, special mention should be made of the active role taken by the Division (i) in the consultancy services provided to the Azores Regional Government in connection with the privatization of EDA – Electricidade dos Açores, SA; (ii) in the financial advisory services provided to Lisbon City Council in connection with the privatization of EMEL – Empresa Pública Municipal de Estacionamento de Lisboa and the respective company 113 ’02 Banif Group Operations in 2004 valuation, and (iii) in the economic and financial valuation of a number of companies in the Web-Lab SGPS, SA Group. Reference should also be made to the advisory services provided to various entities in the property sector, in connection with economic and financial valuations of companies and projects, and in relation to market studies and analyses. In the course of 2004, Banif Investimento also structured and organized Commercial Paper Issue Programmes for MTO SGPS, SA (the Martifer Group holding company) and for Inapa – Investimentos e Participações, SA, as well as taking part in a syndicated finance operation for TI GESTS GPS, SA, in connection with the acquisition of Transinsular – Transportes Marítimos Insulares, SA. The Financial Advisory Division continued to play an active role in brokering and placing public offerings. Of particular relevance were its participation in the initial public offering of Media Capital SGPS, SA and its involvement in the Compulsory Takeover Bid launched by Banif Comercial SGPS, SA for the shares in Banco Comercial dos Açores, SA. 2. Capital Markets – Debt Over the course of the year, Banif Investimento was involved in a total of 22 operations, including leadership and participation in syndicates for the placement of various issues for international and Portuguese entities. In terms of leadership of bond issues, one major project in 2004 was the structuring of an issue of 5-year notes for Brasturinvest – Investimentos Turísticos, SA (Pestana Group), with a total value of 18 million Euros, in partnership with Banco Itáu Europa SA. In structured products for retail Report and Accounts 114 04 clients, the Bank was involved in the structuring of three operations for Banif Group issuers, namely an issue of bonds indexed linked to the EUR/USD exchange rate for Banif – Banco internacional do Funchal (Cayman), Ltd., with a value of 12.5 million Euros, and two issues of cash bonds for the Offshore Branch of Banif – Banco Internacional do Funchal, SA, with a total value of USD 33 million, with interest indexed to the performance of the US Dollar Libor Rate. In addition, Banif Investimento led a particularly innovative issue of notes for Trade Invest, with a total value of 60 million Euros. The principal and the interest for this issue were indexed to the lending risk of a set of carefully selected assets included in 3 portfolios: one of lending risks of European and US companies, one of sovereign risk of the Republic of Brazil and one of trade finance operations of Brazilian companies. Banif Investimento’s experience in the capital markets, accumulated over the last 4 years, led to the institution being invited to take part in the Underwriting Syndicate for various European issues, including the issue of floating rate notes (“FRN”) by EBS Building Society, with a total value of 500 million Euros, the issue of FRN by Model Continente SGPS, SA, with a total value of 100 million Euros, the issue of Sagres STC Explorer 2004 Series 1 notes, with a total value of 1,610 million Euros (Securitization of Fiscal Credits of the Portuguese State) and also the issue of notes by ANAM – Aeroportos e Navegação Aérea da Madeira, SA, with a total value of 50 million Euros, guaranteed by ANA – Aeroportos de Portugal, SA. In Brazil, a market where Banif Investimento continues to have a leading position, the financial year wasmarked by close collaboration with Banco Banif Primus, SA. 115 ’02 Banif Group Operations in 2004 In this context, various issues were structured, including: two issues of Deposit Certificates, with a total value of 25 million Euros, one issue of Promissory Notes, with a total value of 17.5 million Euros, and one issue of Subordinated Notes with a total value of USD 8 million. The Bank was also involved in the Underwriting Syndicate for a number of issues of Notes by well known international organizations, acting as Co-Lead Manager in the issue of Fixed Rate Notes by BNP Paribas Brasil, SA, with a total value of USD 60 million, and as Manager in the issue of Fixed rate Notes by Banco Nossa Caixa, with a total value of USD 100 million. Following the success of the MutiCurrency Commercial Paper Programme by Brazcomp 1 Limited (Votorantim Group) in 2003, Banif Investimento was once again invited to take part in the Underwriting Syndicate, acting as dealer in the renewal of this programme. The Bank also took part in the banking syndicate for financing the IDB BSyndicated Loan Facility for Bandeirante Energia, SA, with a total value of USD 61.1 million. In the derivatives segment, Banif Investimentos structured and carried out an interest rate hedge for ANAM – Aeroportos e Navegação Aérea da Madeira, SA, with a value of approximately 25 million Euros. Two innovative financing operations (Schuldschein loans) were effected on the international capital markets for the Regional Health Service, E.P.E. and APRAM – Administração dos Portos da Região Autónoma da Madeira, SA, in conjunction with ABN Amro Bank (Regional Health Service) and Barclays Capital (APRAM), with total values of 75 million and 28 million Euros, respectively. Over the course of 2004, the main secondary markets for international fixed income securities performed extremely well, especially as regarded the evolution of credit spreads on Asset Backed Securities (“ABS”) and corporate bonds in the automobile and telecommunications sectors, and in emerging Report and Accounts 116 04 markets. This situation allowed Banif Investimento to reach a record value for trading on the secondary market, at over three thousand million Euros. A further contribution to this excellent performance was made by the launch of the market making service, through a Bloomberg electronic platform and by the extension of fixed rate activities to the United States (Miami), through Banif Securities Inc.. 3. Capital Markets – Equities In keeping with the trend in previous years, the financial year witnessed increasing competition in the equity brokerage business. This situation, combined with the modest performance of the main European and US indexes, acted as a constraint on Banif Investimento’s brokerage revenue. Gross brokerage commissions amounted to 1.93 million Euros in 2004, as against 2.17 million in 2003. It should be noted that, despite the excellent performance of the Portuguese equity market (now part of the Euronext unit), the contribution of 42% made to the Bank’s revenues by this market was not sufficient to offset the less favourable performance of business in other markets. The financial year of 2004 was also marked by the successful completion of the process of concentrating sales and order reception activities in Lisbon (with the closure of the units in Oporto, Madeira and the Azores). The implementation of the sales service for institutional investors and the extension of the scope of research activities acted as the main pillars for the strategy of diversifying the revenue base in the business area. In the field of research, organization into 3 coverage units, including Brazil (Banif Primus CVC), the rest of Latin America (Banif Securities) and the Iberian Peninsula (Banif Investimento) is helping to form the raw material for developing an innovative and integrated concept of trading ideas. This approach will ensure that a distinctive sales service is offered to Banif Investimento’s institutional 117 ’02 Banif Group Operations in 2004 investors, and will encourage the synergies needed for the use of the local brokerage platforms of Banif Securities (United States) and Banif Primus CVC (Brazil). Finally, as confirmation of the market’s recognition of the benefits of the reorganization and restructuring of Banif Investimento’s brokerage business, the Bank was invited to take a leading position (co-manager) in the IPO for Media Capital (with a total value of approximately 217.4 million Euros), one the largest operations of the year. Thanks to efforts to diversify sources of revenue by market, trading on foreign stock exchanges in 2004 represented 45% of total trading, as against to 40% in 2003. 4. Asset Management Asset management business was carried on by Banif Investimento, through management of the assets of private and institutional clients, by Banif Gestão de Activos – Sociedade Gestora de Fundos de Investimento Mobiliário, SA, through securities and property funds, and by Banif Açor Pensões – Sociedade Gestora de Fundos de Pensões, SA, through pension funds. The strategy for the Asset Management Sector in 2004 was based on the following central aims: - To further foster the relationship with the Banif Group, boosting the existing levels of cross selling and penetration rates for this type of product with Group clients; - To achieve repeated sales of investment funds to these clients; Report and Accounts 118 04 - To develop the relationship with companies and institutional investors outside the Banif Group, in order to encourage these investors to put funds into investment funds and asset management services; - To maintain the emphasis on innovation, as reflected in the creation of new investment funds. As at 31 December 2004, the asset management sector had total assets under management of 951.6 million Euros, as against 604.9 million Euros as at 31 December 2003, representing growth of 57%. 4.1 Banif Gestão de Activos (Securities and Property Investment Funds) In view of the strategic direction mapped out for the Asset Management Sector, the Company’s central aims were to position its funds at above the average level of returns for the respective classes, on a regular basis, to promote a range of funds suited to the commercial interest they arouse and to strengthen its relationship with the placement networks for its funds. Following on from the success in 2002, when more than half of the Company’s funds were in the Top 3 of their respective classes, and in 2003, when 9 out of 12 funds were in the Top 5 of their classes, in 2004 Banif Gestão de Activos positioned 7 of the 11 funds under management in the Top 5 for returns in their respective classes. This served to confirm the consistency of our management performance. As a result, Banif Gestão de Activos continues to be one of the investment fund management companies with the best average ranking for the funds under management. It should also be noted that Banif Gestão de Activos won 4 prestigious 1st prizes in the Diário Económico / Standard & Poor’s Awards for the best funds marketed in Portugal. 119 ’02 Banif Group Operations in 2004 As at 31 December 2004, assets under management stood at 604.5 million Euros, up 81% on the figure at year-end 2003. As a result of this, the market share of Banif Gestão de Activos rose from 1.2% in December 2003 to approximately 1.9% at the close of the financial year. In securities funds and special investment funds, the assets under management rose from 189 million Euros at the end of 2003 to 228.2 million Euros at the end of 2004 (growth of 21%), whilst property funds continued to grow at a fast rate, up from 144.9 to 375.3 million Euros, over the same period, representing an increase of 159%. One example of the company’s innovative approach was the launch and placement of Art Invest – FEI, the 1st special investment fund, and also the first art fund in Portugal. In April, Banif Gestão de Activos set up a new special investment fund, Banif Gestão Patrimonial – FEI, which invests in traditional assets (money markets, bonds and equities) as well as in property, hedge funds, art, private equity, commodities or other alternative investments, either directly or through other investment funds. In 2004 the company set up to closed-end private subscription property funds, Citation and Lusíadas, and in the second quarter also effected a further increase of 40 million Euros in the capital of the Imogest closed-end property fund. These operations helped to boost the proportional importance of institutions and companies from outside the Banif Group as investors in the funds under management, a trend which the company will seek to encourage further in years to come. This significant increase in the company’s business was reflected in net profits of 1,528.7 thousand Euros, more than double the results obtained in 2003. Report and Accounts 120 04 (In thousand Euros) 2004 2003 Net Assets 6,452.8 3,903.3 Variation % 65.3% Shareholders’ Funds 4,677.0 3,148.3 48.6% Profits for the Period 1,528.7 758.9 101.4% 4.2 Banif Açor Pensões (Pension Funds) The Company has been enjoying brisk business, reflected in contacts made with more than 100 new companies, with a view to obtaining contracts for pension fund management. This busy sales activity made it possible to gain one more contract, at the end of the year, for setting up and managing a fund for the Association of Official Auditors, and also won the company a place on the shortlist for a number of other contracts. The investment strategy pursued for funds under management remained primarily conservative during the financial year, with equities representing a relatively small part of total investment, at between 10% and 15%. Average returns over the period stood at 6.3%, above the median for the sector, which was 5.7%. Assets under management rose from 125.4 million Euros at the end of 2003 to 151.9 million at the end of 2004, representing growth of 21%. The net profit obtained by the company in 2004 stood at 181.7 thousand Euros, as against 139.6 thousand Euros in 2003, corresponding to an increase of 30% (In thousand Euros) 2004 2003 Variation % Net Assets 3,161.0 2,873.8 10.0% Shareholders’ Funds 2,771.4 2,589.7 7.0% Profits for the Period 181.7 139.6 30.1% 121 ’02 Banif Group Operations in 2004 4.3 Banif Investimento (Asset Management) Asset management business was affected by the climate of geopolitical and economic uncertainty prevailing in the financial markets over the course of 2004, which placed a brake on growth in the assets under management in the period. At the end of the year, Banif Investimento had total assets under management of 167.6 million Euros, as against 135.5 million Euros in 2003, reflecting growth, in these difficult circumstances, of 24%. 5. Cross-selling After the huge growth in 2003 in cross-selling indicators for investment products in the Banif Group marketing networks, the main strategic thrust of the Banif Investimento’s Cross-selling Division was as follows: - To increase repeat sales of investment funds and structured products to Group clients; - To promote the marketing of products designed for distinct client segments, further strengthening the Group’s image of innovation (for instance: the special investment funds Art Invest and Banif Gestão Patrimónial); - To develop the quality of investment product sales in the Group networks, through training plans implemented by this Division. Investment funds and structured products totalling 326 million Euros were placed in 2004, 5% more than the figure of 311 million marketed in 2003. Although structured products placed in 2004 amounted to only 149 million Euros, as against 200 million Euros placed in 2003 (a reduction of 25%), the increase in net placement of investment funds, which rose from 111 million to Report and Accounts 122 04 178 million Euros from 2003 to 2004 (an increase of 60%) more than offset this decrease. 6. Corporate and Private Banking In keeping with the strategy defined, Banif Investimento sought to bolster its presence in the private banking segment, basing its activities on integrated analysis of client needs and the provision of a set of solutions designed not only to respond to the financial requirements identified, but also to offer optimum performance in terms of assets and fiscal issues. Private banking activities in 2004 were also geared towards broadening the product range, and carefully selected products from outside the Group are now included in our commercial approach and advisory service. As a result, it was possible to adopt an investment strategy which whilst preserving out clients’ assets allows us to construct investment solutions able to provide good returns on the assets under management, with a view at all times to increasing customer satisfaction and loyalty. The strategy adopted led to a doubling of our direct client base, which at year-end 2004 stood at approximately 240 clients. This increase made it possible to adopt a structured commercial approach which, based on significant knowledge of our clients, resulted in the doubling of assets under management, and most significantly to doubling of assets under Discretionary Management and the quadrupling of credit granted in this field. 7. Securitization In addition to following through and monitoring the characteristics of securitized contracts and the financial flows relating to the securitization operations for the Banif Group’s mortgage lending, personal loans and leasing 123 ’02 Banif Group Operations in 2004 contracts carried out in previous years, the Securitization Division also provided support for a new mortgage lending securitization operations, with a value of 281 million Euros, for Banco Comercial dos Açores, SA. In the course of the year, the Securitization Division prepared and submitted a number of proposals to potential clients, and contacts are currently being made with a view to providing structuring services in this field. 8. Private Equity NewCapital, Sociedade de Capital de Risco, S.A (“New Capital”) is the venture capital company set up by Banif Investimento to carry on its private equity business. In the course of 2004, the Portuguese Business Association (AEP) and the Luso-American Foundation for Development (FLAD) each took up a 20% holding in NewCapital, leaving Banif Investimento with only 60% of the share capital. This new partnership between Banif Investimento, FLAD and AEP for the private equity sector will allow us to enjoy high potential for deal-flow in terms of investment opportunities. In the first half of 2004, NewCapital acquired from FLAD shares representing 6.5% of the capital of Sociedade Quinta de Pancas – Vinhos, S.A., and shares representing 4% of the share capital of Empresa e Investigação de Desenvolvimento Electrónico. At the same time, the company disinvested from CPTP – Companhia Portuguesa de Trabalhos Portuários e Construções, SA and Imobiliária Construtora Grão Pará. At the end of the first half of 2004, NewCapital took over the management of the CAPVEN Fund, and launched a new venture capital fund for qualified investors - NEW EARLY STAGE FUND, which was formally incorporated on 2 Report and Accounts 124 04 July 2004. In addition, NewCapital was selected as management company for a new Venture Capital Fund for Qualified Investors, subscribed in full by IDE Madeira, known as MADEIRA CAPITAL. This new fund started up on 10 September 2004. NewCapital currently manages three venture capital funds, with total committed capital of 16 million Euros: a) CAPVEN Fund, with capital subscribed and paid up of 7.5 million Euros, aimed primarily at investment in expansion of Portuguese SMEs, in keeping with European Union criteria; b) New Early Stage Fund, with committed capital of 4.5 million Euros, and paid up capital of 1.8 million Euros, focussing on start-ups, early stages of financing and innovative projects by Portuguese SMEs; c) Madeira Capital Fund, with pledged capital of 4 million Euros and paid up capital of 1 million Euros, for investment in SMEs based in Madeira, focussing on start-ups, early stages of financing and innovative projects. In March 2004, the CAPVEN Fund invested 158.25 thousand Euros in Money Media – Edição e Publicações, Lda. (“Money Media”), the company publishing Carteira magazine. Carteira is the first publication in Portugal devoted exclusively to personal finance. Money Media also has a custom publishing business. Since taking up the holding in Money Media, Carteira magazine has been listed in Bareme Imprensa, a readership index for periodicals, and the magazine has also recorded growth in subscriptions and advertising revenue. The CAPVEN fund also continues to own a holding, acquired in 2003, in Serzedelo & Rocha Duarte, S.A., know for the Bluebird brand, a retail chain specialising in clocks and watches. In both cases, the CAPVEN Fund has a 50% holding and shareholders’ agreements were concluded in order to ensure 125 ’02 Banif Group Operations in 2004 significant intervention by the Fund management body in important company affairs. Under the terms of the cooperation agreement signed between NewCapital and Venture Capital Syndication Fund (VCSF) on 30 July 2003, NewCapital applied for VCSF’s share in the subscription of participation units in a new fund, the New Family Companies Fund, which is expected to be set up at the beginning of the second half of 2005, with capital of 6 million Euros, with VCSF holding a 45% share. The participation targets will be family SMEs well established in the market, with high-profit or well-known products, brands or services, but which are going through problems of family management or succession. The fund is also designed to support MBO, MBI and LBO operations in the transfer of family firms, providing them with dynamic and competent management teams, which will ensure the sustainability of their capacity for innovation and the continued existence of the company. As at 31 December 2004, the company recorded total net assets of 3,091.0 thousand Euros, shareholders’ funds of 819.7 thousand Euros and net profits of 53.0 thousand Euros. (In thousand Euros) 2004 2003 Variation % Net Assets 3,091.0 2,772.8 11.5% Shareholders’ Funds 819.7 789.1 3.9% Profits for the Period 53.0 39.1 35.6% Report and Accounts 126 04 9. Investment banking in Brazil and the United States The financial year of 2004 was the fist full year in which the Banif Group’s investment banking activities, including operations in Portugal, Brazil and the United States, was coordinated by Banif Investimento, and a number of strategic decisions were adopted in this regard. Some of these decisions were implemented in the course of 2004, such as discontinuing our presence on the floor of the New York Stock Exchange and a significant reduction in own portfolio operations by Banif Securities Inc.. Other decisions were at the final stages of implementation at the end of the year, such as the capitalization of our broker in the United States (which took place in early January 2005) and separating off our business in Brazil, with the transformation of Banif Primus CVC into an Investment Bank (in operational terms this has already been achieved, and legal formalization of the change is expected during the first four months of 2005). Other strategic decisions are still at an early stage of implementation, and work on these will be completed in the course of 2005. These plans include the private banking project based at the Miami office of Banif Securities Inc. and the opening of a formal presence in Mexico. Below we outline the Banif Group’s investment banking operations in Brazil and the United States during 2004, carried out through Banif Primus CVC, SA and Banif Securities Inc., respectively. - Banif Primus Corretora de Valores e Câmbio Formal applications were made in 2004 to the Brazilian Central Bank with a view to reorganization, by separating investment banking business from other operations, in line with the model adopted in Portugal. This process will involve 127 ’02 Banif Group Operations in 2004 transforming Banif Primus Corretora de Valores e Câmbio, SA into an investment bank, with the subsequent incorporation of a new brokerage firm. Final approval of this transformation is now awaited from the Brazilian Central Bank. In the area of corporate finance and capital markets, the Bank has been significantly active on the market, taking part in various operations including some of a specialist nature. The Bank acted as adviser to Aços Villares in the renegotiation of interest and security terms for Metaltrust’s debt of R$ 90 million, issued in 1998, also by Banif Primus. Also in this field, Banif coordinated the 8th issue of CADIP bonds, with a value of R$ 120 million. This was the first securitization operation for receivables deriving from renegotiation of tax payments. CADIP is a company which assists the State Government of Rio Grande do Sul in managing public borrowing. Banif Primus was also contracted as “registry bank” for bank credit notes operation by Brascan Imobiliário, SA, structured by Banco Brascan, with a value of approximately R$ 40 million. The Bank also acted as exclusive financial consultant to SAG do Brasil, in structuring mezzanine finance of US$ 16 million, maturing in 7 years. Banif Primus Asset Management recorded growth very close to that of the sector itself, broadening its base of institutional, corporate and private clients, as well as adding new products to its management range. Assets under management rose from R$ 167 million at year-end 2003 to R$ 192 million at year-end 2004, representing growth of 15%. Report and Accounts 128 04 In 2004, Banif Primus Corretora de Valores e Câmbio reached a total of R$2 thousand million on the Brazilian stock exchange, four times more than in 2003, and well in excess of growth for the sector over the same period. Econofinance, the broker’s homebroker channel, climbed two places in the Bovespa e-brokerage ranking, ending the year in 6th position. At the end of 2004, a new company, Beta Securitizadora, was incorporated with a view to business in the property investment sector and for structured receivables securitization operations. - Banif Securities, Inc. In order to streamline, focus and maximise the returns from Banif Securities, Inc., a number of unprofitable activities were discontinued during the first half of 2004. As a result, the company pulled out from the floor of the New York Stock Exchange and significantly reduced trading on its own portfolio. These structural changes to its business were reflected in a 40% reduction in personnel and a 50% cut in costs as from the second half of the year. The company then placed the emphasis on business with institutional clients in the United States and on broadening its range, which resulted in an improvement in the standard of services and in operational efficiency. A number of investments were made in technological resources and the contracts with the custodian and services providers were renegotiated. At the same time, the company opened an office in Miami, geared to sale of fixed income assets to institutional investors. Also in the course of the year, Banif Securities Inc. turned its attention to identifying and exploiting cross-selling opportunities with other Banif Group companies, and examples of this were the dissemination in the United State of 129 ’02 Banif Group Operations in 2004 research reports prepared in Portugal and Brazil by other Group companies, with a view to attracting business for these companies. The company recorded a net loss in 2004 of USD 824 thousand, a substantial part of this being due to the costs incurred as a result of the decision to pull out from the floor of the New York Stock exchange (representing approximately 52% of the net loss) and to the investment in opening the Miami office (which accounts for approximately 17% of this figure). (In thousand USD) 2004 2003 Net Assets 4,544 5,482 Variation % -17.1 % Shareholders’ Funds 59,4 476 -87.5 % Profits for the Period (824) (521) 58.2 % 1.3.2 Banif – Banco Internacional do Funchal (Cayman), Ltd. The Bank recorded a 5.1% increase in its clients portfolio in relation to 2003, without this being reflected in a proportional increase in total deposits. Deposits were in fact down by 16.6% on 2003, falling from USD 795.6 million in 2003 to USD 663.5 million in 2004. At the start of the year, new funds were brought in through a bond issue (“Banif Cayman 4.5% Euro-Dollar, 2004/2007”), with a value of 12.5 million Euros, placed in full through the Banif Group clients network. This issue was then redeemed early in July 2004. Report and Accounts 130 04 On the same occasion, the Bank also proceeded with early redemption of four other bond issues (“Banif Cayman – Banif Capital Portugal 2002/2005”, “Banif Cayman Brazil Linked Notes 8,125%/2007 – Series A”, “Banif Cayman Invest Europa, 2003/2007” e “Banif Cayman – Banif Capital Europa, 2003/2005”), for a total of 43 million Euros, then substituting these by a single issue of notes worth 60 million Euros (Trade Invest Limited Global Asset Backed Notes 2004/2007), most of which was also placed with the same clients. In connection with this last issue, the Bank issued 2 Deposit Certificates, for 48 million Euros and 12 million Euros, maturing in July 2007. Lending business performed well, growing by approximately 39% in 2004, up from USD 169.6 million to USD 235.4 million. Of this total portfolio, only USD 59.8 million concerns short term Brazil trade related operations, corresponding to pre-export and export financing with well known companies and banks. The remainder of the portfolio relates, almost entirely, to short term financial credit operations for clients of the bank. The Bank continued to conduct active financial business, with operations on the money markets and foreign exchanges, almost all within the Banif Group, which stood at approximately 81% of Total Net Assets at year-end 2004. Assets were up by 41.9%, from USD 1,184 million at year-end 2003 to USD 1,668 million at the end of 2004, largely due to the significant increase in the volume of three-way interbank operations, in which the counterparts were other financial institutions in the Banif Group. In operating terms, the Bank recorded substantial growth in net profits (up from USD 447 thousand in 2003 to USD 3,667 thousand in 2004), benefiting from significant reductions in allocations to provisions and administrative overheads, down by 58% and 32% respectively on 2003, and 131 ’02 Banif Group Operations in 2004 also benefiting from the positive performance of the financial margin, which rose from USD 6.2 million in 2003 to USD 7.0 million in 2004. The strong performance in these two items contrasted with a reduction in profits from financial operations (USD 202 thousand in 2004, as against USD 981 thousand in 2003). In the course of 2004, the Bank acquired a further 55% in the share capital of BIH – Banif International Holdings (the former BITH – Banif Information and Technology Holdings Ltd.), giving it now 85% control of the share capital. This company is in turn the sole owner of Banif Mortgage Company and Banif Financial Services. - Finab – International Corporate Management Services The Bank continues to own a 60% holding in Finab, a corporate management company based in the Cayman islands. The company recorded a significant increase in business in 2004, due to increased sales efforts for Finab’s products and services, especially as regards the incorporation of offshore companies. Offshore incorporation services were also extended in 2004, as Finab is now operating in other well-known jurisdictions. Report and Accounts 132 04 Thanks to these combined efforts, Finab incorporated a further 48 companies, 85% more than in 2003, and this was reflected in a 95% increase in commissions charged by the company, which stood at approximately USD 181 thousand. Finab had 105 companies under management at the end of 2004. (In thousand USD) 2004 2003 Variation % Net Assets 1,668,105 1,184,097 40.88% Client Deposits 1,480,731 1,043,724 41.87% Lending 253,374 170,640 37.94% -100.00% Overdue Credit 0 3,000 Shareholders’ Funds 53,404 49,577 7.72% Financial Margin 7,019 6,234 12.59% Net Results 3,667 447 720.36% - International Private Banking At the end of 2004, the Bank had total assets under management of close to USD 851 million, divided between a total of 3,885 clients, consisting of private individuals and offshore companies with medium/high financial potential. In view of the real needs and demands of the segment at which the Bank’s services are aimed, where confidentiality, facility and availability are key requisites, the International Private Banking division developed and implemented an operating model which combines specialist and personalized 133 ’02 Banif Group Operations in 2004 advisory services for each client, provided by a traditional account manager, with sophisticated internet banking. The Banif IPB Portal therefore represents a valuable facility for IPB clients, combining the advantages of offshore banking with the security, convenience and speed of the internet. It enables each client to consult his financial assets, from any location, at any time of day, any day of the week, and also to carry out various operations in relation to a vast range of products and services, in addition to gaining access to information of use for managing his business affairs. 1.3.3 Banif Mortgage Company Banif Mortgage Company (BMC) was incorporated in February 2002, and is based in Miami, Florida (USA). BMC’s main area of business is mortgage lending, but the company’s aims also include taking up equity participations in property developments of proven interest to the Group. In the field of mortgage lending, the company not only finances the purchase and/or construction of homes or investment property for the clients of Banif International Private Banking, but also deals with finance for the purchase and/or construction of commercial property for institutional clients. All lending operations are based on a credit analysis and/or project feasibility analysis, in addition to a valuation conducted by an independent firm. All properties financed are mortgaged to the company. In the course of 2004, the company increased its share capital by USD 1.2 million, from USD 300 thousand to USD 1.5 million. The company recorded a total of 70 new operations, which represented lending of USD 47.7 million. The average loan duration was 11 years, whilst the loan to value ratio stood Report and Accounts 134 04 at 56%. The average weighted interest rate was 6.12%. Commissions charged to Clients in 2004 totalled USD 297 thousand, an increase of almost 300% over the figures recorded in the previous year. The budget for 2005 is fairly ambitious, envisaging new operations with a value of USD 100 million, total income of USD 3.6 million and an operating profit in the order of USD 1 million. The following table shows the main operating indicators: (Em milhares de USD / In thousand USD) 2004 2003 Variation % Total Income 1,840 491 274.7% Operating Profit 323 198 63.1% Net Profit 213 149 43.0% 1.3.4 Banif Financial Services, Inc. Banif Financial Services, Inc. was incorporated in 2001 and is based in Miami, Florida (USA). The company operates in the US as a US Financial Adviser, with the following mission: - To develop and support the business of the International Private Banking Division (IPB), through a team of private bankers who, from their based in Miami, currently cover the Brazilian market, but who will soon extend their activities to other countries, such as Venezuela, Argentina and Uruguay. - To coordinate the entire process of creating, implementing and maintaining IPB services and products with Banco Banif Primus and Banif Cayman, as well as with other service producers, such as American Express and Hemisphere National Bank. 135 ’02 Banif Group Operations in 2004 - To support the structuring of trade finance operations by Banco Banif Primus and to distribute these operations to institutional and IPB clients. At the end of 2004, the company had a total of 70 clients, representing an increase of 75% over the previous year. Total assets under management almost quadrupled over the year, rising to a figure in excess of USD 22 million. The following table shows the main operating indicators: (In thousand USD) 2004 2003 Total Income 406 334 Variation % 21.6% Operating Profit 78 (43) 281.4% Net Profit 78 (51) 252.9% The budget for 2005 points to total commissions in the region of USD 500 thousand, and a net profit of USD 100 thousand. Report and Accounts 136 04 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’02 ‘ OUR VALUES’ YOUR UNIVERSE Banif Group Operations in 2004 Report and Accounts 04 ’02 Banif Group Operations in 2004 1.4. Other Banif Group Companies 1.4.1 Banif Imobiliária, SA Banif Imobiliária’s mission is to manage property “allocated to the operations of the subsidiaries of Banif Comercial, SGPS, SA of the Banif Group”, through rental of this property, especially to the Group’s commercial banks (Banif and BCA). The company also carries on its business in connection with property “not allocated to operations”, belonging to Group companies, located in both Mainland Portugal and the island regions, with the prime objective of selling, letting or else enhancing its value with a view to subsequent let or sale. Report and Accounts 136 04 As a result of the redefinition of the company’s remit, the total value of property under the management of Banif Imobiliária, as at 31 December 2004, stood at 140.9 million Euros, which breaks down as follows: - Property not allocated to operations: 41.5 million Euros - Property allocate to operations: 99.4 million Euros. In relation to disinvestment, sales recorded by Banif Imobiliária during 2004 stood at 5.5 million Euros. The company also negotiated new leases which will generate annual income in the order of 85.3 thousand Euros and which correspond to an average yield of 6.09%. Rentals collected during the period totalled 6,455 thousand Euros, whilst commissions for services rendered totalled 159 thousand Euros. Total investment in the acquisition of property for operations stood at approximately 6 million Euros. It should be stressed that the company was active in efforts to enhance the value of property, through contacts with local councils and other authorities, and it is hoped that the result of this work will be visible in 2005. (In thousand Euros) 2004 2003 Variation % Net Assets 107,163 110,684 -3% Shareholders’ Funds 2,596 1,553 67 % Profit for the Period 1,225 313 291% 137 ’02 Banif Group Operations in 2004 1.4.2 BanifServ – Empresa de Serviços, Sistemas e Tecnologias de Informação, ACE Two highly important projects were launched in 2004 in the fields of financial regulation and reporting, relating specifically to adaptation of information systems to the requirements of the Basel II agreements and the new IAS/IFRS rules. As the provide of Information Systems (IS) services, BanifServ has a major role to play in this process and in 2004 started work on some of the tasks required for achieving these objectives. Although the work in this area represented only a marginal proportion of BanifServ’s total workload, this proportion is set to increase in 2005 (rising to an estimated 30% of the total workload), and then to diminish gradually from 2006 onwards. In addition to this new area of activity, business support operations in 2005 included the first phase of the new Branch software, which was installed in 237 points of sale (180 in Banif and 57 in BCA), between August and October 2004. This new system not only increases considerably the number of automated functions at the branch (28 “transactions” available in the previous system, as against 87 in the first phase of the new software), but also significantly improves response times, eliminated previously manual tasks and minimizing failure risks in executing operations. Over the last four years, the distribution channels have been a strategic focus in the development of information systems, and support has continued for e-banking business, with systems offering increased strength and availability. Work started on installation of a Banif Group network of multifunctional ATMs, a project expected to be completed in 2005. Report and Accounts 138 04 A number of similarly important systems have also been concluded and implemented for sales support, the most important being that for management of credit applications in connection with Cash Management Accounts (the home loan and personal loan components were implemented in 2003, and in 2005 it is hoped to extend this support to corporate credit and cards), the factoring and confirming system, a new system for deposit and savings accounts which, on the basis of the product and service catalogue, allows for the easy and swift launch of new products, the securities and funds system which automates most of the functions needed in this area and stabilized the processing of cheque clearance with decentralized imaging. Special mention should also be made of the start-up of the commercial protocol management system, the re-engineering effected on opening accounts and contracts, now more ergonomic, easier to navigate around and more effective, and support for the 50,000 Programme. In the area of structural software, an access management and control system was finalized which, on the basis of utilization profiles, makes it possible to control all access to information and, in accordance with set parameters, to determine automatically the access of each user to each business function. This system complies with rules on traceability and auditability. In the first half of 2004, BanifServ recorded income of 10,657 thousand Euros (including 73 thousand Euros from financial and extraordinary gains), of which 7,594 thousand Euros related to services provided to Group members and 2,989 thousand Euros to work for BanifServ itself. 139 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’03 ‘ OUR IDENTITY’ YOUR UNIVERSE Analysis of Individual and Consolidated Financial Statements Report and Accounts 04 ’03 Analysis of Individual and Consolidated Accounts 1. INDIVIDUAL ACCOUNTS Comparative analysis of the accounting documents reveals the following: - Net assets stood at 440.4 million Euros, up 3.4% when compared with the figure of 426.1 million Euros recorded at year-end 2003. - The account for “shares in related companies”, which records all holdings in other Group companies, totalled 272.4 million Euros, the same as the figure recorded in 2003, as there were no changes in the company’s holdings. - The account for “other assets” stood 152.9 million Euros at the end of 2004, up by 2.3%. This account includes shareholder loans to the company’s subsidiaries (Banif Comercial SGPS, SA and Banif Imobiliária, SA), totalling 138.6 million Euros. - In the course of 2004, the company did not issue any bonds with the result that, at the end of the year, the account for “debts represented by securities” stood at the same value as at the end of 2003 (120 million Euros) relating to two bond issues (Banif SGPS 2003/2006, with a total value of 50 million Euros, and Banif SGPS 2003/2008, with a value of 70 million Euros) effected in 2003. - The financial margin, including earnings from securities, stood at 16.3 million Euros at the end of 2003, representing growth of 9.8 million Euros over the end of 2003, due to payment of dividends by subsidiaries totalling 17.2 million Euros, which was sufficient to cover the costs of interest on the finance obtained. - Operating cash flow stood at 15.6 million Euros (up by 5.4 million Euros on 2003). Report and Accounts 141 04 - Extraordinary results totalled 290 thousand Euros, down by 6.8 million Euros, due to capital gains on the disposal of a 15.2% share in Banif Comercial, in 2003. - At the close of 2004, Banif SGPS recorded an increase in after-tax profit of 3,376 thousand Euros, in comparison with 2003, at a total of 15,819 thousand Euros. CORPORATE ANALYSIS BANIF SGPS, SA (In thousand Euros) 31/12/04 31/12/03 Absolute variation Net assets 440,407 426,098 14,309 Variation % 3.4% Shares in related companies 272,114 272,364 -250 -0.1% Other assets 152,914 149,493 3,421 2.3% Debts represented by securities 120,000 120,000 0 0.0% Shareholders’ funds 289,852 283,999 5,853 2.1% Financial margin 16,332 6,576 9,756 148.4% Profits on financial operations (net) 0 0 0 - Other income (net) -174 -577 403 -69.8% 169.3% Gross margin 16,158 5,999 10,159 General overheads -550 -574 24 -4.2% Cash flow 15,608 5,425 10,183 187.7% -8.1% Depreciation -79 -86 7 Provisions (net) 0 0 0 - Operating result 15,529 5,339 10,190 190.9% -95.9% Extraordinary gains (net) 290 7,104 -6,814 Provision for tax on profits 0 0 0 - Result for the period (net of tax) 15,819 12,443 3,376 27.1% 142 ’03 Analysis of Individual and Consolidated Accounts 2. CONSOLIDATED ACCOUNTS We have consolidate the accounts of Banif SGPS, SA, as parent company, with those of its subsidiaries and associates, as required by Decree-Law 36/92, of 28 March 1992, and in accordance with the Technical Rules for Consolidation of Accounts issued by the Bank of Portugal under the terms of article 7 of the said Decree-Law. Analysis of the Banif Group’s consolidated financial statements reveals some of the main trends in the Group’s business and results in 2004: - In 2004, Banif SGPS, SA, the Banif Group holding company, recorded consolidated profits of 37.3 million Euros, up by 47.1% on the previous year, thanks to expansion in business, reflected in the increase in both deposits and lending, and also due to improve operational and fiscal efficiency. - This led to a corresponding improvement in the leading indicators of profitability, with returns of 0.61% and 11.1% on average net assets and average equity (as against 0.43% and 8.0% respectively, in the previous year). The cost-to-income ratio also evolved positively, ending the year at 62.8%, which represents an efficiency gain of 0.9 p.p. in 2004. - Banif Group net assets increased by 13.0%, from 5,711.6 million Euros at the end of 2003 to 6,455.7 million Euros at the end of 2004, thanks to the effect of the situations indicated below. - Loans and advances to client totalled 4,674.9 million Euros in 2004, up by 7.6% on the figure recorded in 2003. If we add to this figure the credit sold through the BCA mortgage lending securitization operation, with a value of 281 million Euros, growth in this account would have stood at 14.1% for the period. Report and Accounts 143 04 - Despite the difficult economic situation, continued tight controls of lending risks, careful analysis and follow-through of operations and a consequent reduction in new instances of default, combined with constant work at the overdue credit balance, all contributed to ensuring that the quality of the lending portfolio has been maintained at appropriate levels. As a result of this, overdue credit continued to decrease as a proportion of total lending, falling from 2.21% to 1.94%, whilst coverage of overdue credit by total provisions for lending risks increased from 114.1% to 131.1% between year-end 2003 and year-end 2004. - Defaulting credit (defined, in accordance with Bank of Portugal Circular 99/03, as combining credit overdue by more than 90 days and doubtful debts reclassified as overdue for the purposes of provisions) represented 2.25% of total lending at the end of 2004. - The account for “bonds and other fixed yield securities” stood at 541.8 million Euros at the end of 2004, representing an increase of 64.8% over the end of the previous year, and reflecting greater Group liquidity over the year in question and greater involvement in capital markets operations, both by Banif-Banco de Investimento and by the commercial banks in the Group (Banif and BCA). - The Banif Group’s net assets (including financial holdings) grew by 8.2%, to 159.7 million Euros at the end of 2004 (as against 147.7 million Euros in 2003). - Total Client Funds (deposits plus debts represented by securities) totalled 4,666.9 million Euros, having increased by 10.6% in comparison with 2003. Current accounts recorded healthy growth, up by 19.5% to 1,398.4 million Euros, whilst deposit and savings accounts contracted by 3.0%, to 2,461.2 million Euros. However, in the field of cross-selling, there was a substantial 144 ’03 Analysis of Individual and Consolidated Accounts 2. CONSOLIDATED ACCOUNTS (cont.) increase in the placement through the Group’s banking networks of investment products (namely securities and property investment funds, with growth of 39%, property leasing products, up by 82.2%, financial insurance, up by 45.4% and non-financial insurance, up by 22.8%). - The accounts for debts represented by securities rose by 57.4% over the course of the year, standing at year-end at 807.3 million Euros. This total includes, amongst other things, bonds and long term deposit certificates issued by Banif SA, with a value of 117.7 million Euros, floating rate notes issued by Banif Finance Ltd., with a value of 425 million Euros, and bonds issued by Banif SGPS, SA, with a value of 120 million Euros, placed with clients and institutional investors at home and abroad. - Although the conversion ratio for client deposits into lending fell from 104.4% in 2003 to 101.8% in 2004 (down 2.6 p.p.), due to the fact that growth in funds outstripped growth in lending, this ratio continues to make it possible not only to maintain reasonable levels of liquidity but also to ensure a balance between the Group’s positions in the interbank markets as placer and taker of funds on these markets. - The Banif Group’s solvency ratio, calculated in accordance with Bank of Portugal instructions, rose from 9.8% to 10.0% from 2003 to 2004, as a result of an increase in shareholders’ funds of approximately 95 million Euros and an increase in weighted assets, deriving from growth of 907 million Euros in the Banif Group’s business. The Group’s shareholders’ funds stood at 556.8 million Euros at the end of 2004 (461.8 million Euros at the end of 2003). Tier I equity totalled at 356.1 million Euros at the end of 2004, whilst the solvency ratio stood at 6.4%. Turning to the Banif Group’s Income Statement, we may point to the following developments, which led to the final result described above: Report and Accounts 145 04 - The financial margin, including earnings from securities, totalled 171,206 thousand Euros, reflecting a substantial increase (12.2%) over the end of 2003, thanks to an increase in lending activity and a slight widening in financial brokerage margins. - Net earnings from banking services totalled 62,933 thousand Euros at the end of 2004, up by 3.7% over the end of the previous year. Commissions and other income from baking services totalled 46,173 thousand Euros, up a hefty 30.4%, reflecting the Banif Group’s growth in new business areas, where commissions and other income can be generated. This account decreased as a proportion of the Group’s gross operating margin, from 26.8% at the end of 2003 to 25.7% at the end of 2004. - General administrative overheads stood at 139,717 thousand Euros at the end of 2004, up 7.3% on the end of 2003. This was due to increases of 8.8% in personnel costs and 5.2% in third party supplies and services. The increase in staff costs, which totalled 81,883 thousand Euros at the end of 2004 (75,262 thousand Euros in 2003) pushed up the average cost per employee by 5.3%, from 26.7 thousand Euros in 2003 to 28.1 thousand Euros in 2004. In connection with other overheads, the slowdown in growth (5.2% in 2004, as opposed to 21.1% in 2003) was achieved by continuing with a management policy based on tight control of consumption, streamlining and synergies in the control of costs at Group level. As a proportion of the gross operating margin, this account fell from 57.59% at the end of 2003 to 56.96% at the end of 2004. - The Banif Group’s cost-to-income ratio (Operating Costs + Depreciation / Gross Operating Margin) revealed an efficiency gain of 0.9 p.p., falling to 62.8% at the end of 2004 (63.7% in 2003). 146 ’03 Analysis of Individual and Consolidated Accounts 2. CONSOLIDATED ACCOUNTS (cont.) - As a result of growth in the Group’s business and improvement performance in its main banking sectors, the Banif Group’s operating cash glow continued to grow at a rate of more than 10%, standing at 105,579 thousand Euros, as against the figure of 95,924 thousand Euros recorded in the previous year. - The Group recorded negative extraordinary results of 1,630 thousand Euros. The reduction of 9,623 thousand Euros in relation to 2003 was due to the fact that losses had been recorded in that year in connection with frauds at Banif and BCA, as reported at the time. - The Banif Group recorded significant growth (47.1%) in net after-tax profits, which rose from 25,358 thousand Euros at year-end 2003 to 37,306 thousand Euros at year-end 2004, despite a rise in the tax burden from 13.95% to 18.73%. Report and Accounts 147 04 COMPARATIVE ANALYSIS - Banif Group (In thousand Euros) 31/12/04 Net assets Gross lending Net lending Total net fixed assets (including financial holdings) Total deposits Client funds Shareholders’ funds Minority interests Financial margin (including earnings from securities) Profits on financial operations (net) Other earnings (net) Gross margin Banking Revenues (*) General Administrative Overheads Cash Flow Depreciation Provisions (net) Operating result Extraordinary gains (net) Provision for tax on profits Minority interests Results of non-consolidated associates (net) Result for the period (net of tax) ROE ROA Equity adequacy ratio (**) Basic equity adequacy ratio (**) Defaulting credit / total lending (**) Defaulting credit (net) / total lending (net) (**) Profits before tax and min. int. / av. net assets (**) Banking revenues / av. net assets (**) Profits before tax and min. int. / banking revenues (**) Financial Costs + Depreciation / Banking Revenue (**) Personnel costs / banking revenues (**) 6,455,684 4,750,385 4,674,911 159,735 4,702,159 4,666,915 346,826 90,622 171,206 11,157 62,933 245,296 256,139 -139,717 105,579 -21,024 -42,382 42,173 -1,630 -8,597 -1,652 7,011 37,306 11.10% 0.61% 9.95% 6.40% 2.23% 0.74% 0.80% 4.20% 12.20% 62.80% 32.00% 31/12/03 Absolute var. 5,711,558 4,406,902 4,343,287 147,685 4,453,679 4,219,451 327,676 42,186 152,534 12,976 60,672 226,182 235,096 -130,258 95,924 -19,577 -41,097 35,250 -11,253 -4,109 -1,267 6,737 25,358 8.00% 0.43% 9.80% 6.90% 744,126 343,483 331,624 12,050 248,479 447,464 19,150 48,436 18,672 -1,819 2,261 19,114 21,043 -9,459 9,655 -1,447 -1,285 6,923 9,623 -4,488 -385 274 11,948 Variation % 13.0% 7.8% 7.6% 8.2% 5.6% 10.6% 5.8% 114.8% 12.2% -14.0% 3.7% 8.5% 9.0% 7.3% 10.1% 7.4% 3.1% 19.6% 109.2% 30.4% 4.1% 47.1% 0.60% 4.20% 8.90% 63.70% 32.00% (*) Banking revenues = Gross margin + Results from associated companies excluded from the consolidated accounts (**) As per Bank of Portugal Instruction 16/2004 148 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’04 ‘ OUR STRUCTURE’ YOUR UNIVERSE Allocation of Profits Report and Accounts 04 ’04 Allocation of Profits Whereas: 1. In the financial year of 2004, Banif SGPS, SA obtained, as a result of its specific activities as a holding company, an individual result of EUR 15,819,273.56 and a consolidated profit of EUR 37,306,111.00; 2. It has been the company’s policy to distribute profits to its Shareholders in all financial years, in keeping with the results obtained and the need to plough back profits; 3. All the requirements of the articles of association and the law, namely articles 32 and 33 of the Companies Code, have been complied with; 4. The dividend proposed below corresponds to distribution of approximately 37.5% of the consolidated profits for the period, seeking thereby to provide an adequate return for shareholders, The Board of Director proposes: Under the terms of para. 1 b) of article 376 of the Companies Code and article 97 of the General Regulations on Credit Institutions and Finance Companies, that the Results be allocated as follows: Legal Reserve Distribution of Dividends Free Reserves TOTAL (*) Dividend of € 0.35 (thirty five cents) per share Report and Accounts 150 04 1,581,927.35 14,000,000,00(*) 237,346.21 15,819,273.56 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’05 ‘ OUR STRATEGY’ YOUR UNIVERSE Closing Remarks and Acknowledgements Report and Accounts 04 ’05 Closing Remarks and Acknowledgements By letter of 11/01/2005, received by the Company on 21/01/2005, the alternate member of the Audit Board, Dr. Pedro Manuel Travassos de Carvalho (ROC no. 634), tendered his resignation from office. By letter of 28/01/2005, received by the Company on 1/02/2005, the alternate member of the Audit Board, Dr. Luciano Joaquim Jardim, tendered his resignation from office. We regret to record the death, on 3 February 2005, of the Chairman of the Audit Board, Dr. Carlos Alberto Rosa. In closing this report on the company’s operations in 2004, the Directors would like to thank the Audit Board and the Advisory Board for their ready support and co-operation throughout the year. Lisbon, 16 February 2005 THE BOARD OF DIRECTORS Horácio da Silva Roque – Chairman Joaquim Filipe Marques dos Santos - Vice-Chairman Carlos David Duarte de Almeida – Vice-Chairman António Manuel Rocha Moreira Artur Manuel da Silva Fernandes Artur de Jesus Marques José Marques de Almeida Report and Accounts 152 04 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’06 ‘ OUR CAPITAL’ YOUR UNIVERSE Financial Statements Report and Accounts 04 ’06 Financial Statements Banif SGPS, SA INDIVIDUAL BALANCE SHEET AS AT 31/12/2004 (In Thousand Euros) 31/12/04 ASSETS GROSS PROV. AND DEP. 31/12/03 NET NET 1,217 940 272,364 272,364 8 87 1. Cash and funds with central banks 1,217 2. Sight deposits with Banks 3. Other loans and advances to Banks 4. Loans and avdances to Clients 5. Bonds and other fixed yield securities a) Public b) Other c) Own shares and bonds 6. Shares and other variable yield securities 7. Shares and investments 8. Shares in related companies 272,364 9. Intangible fixed assets 258 250 10. Tangible fixed assets (Of which: Property) 11. Own shares 12. Other assets 152,914 152,914 149,493 13. Accruals and deferrals 13,904 13,904 3,214 440,407 426,098 14. Loss for the period TOTAL 440,657 250 (In Thousand Euros) MEMORANDUM ACCOUNTS 1. Guarantees given and contingent liabilities Of which: 1.1. Bills accepted and endorsed 1.2. Guarantees 1.3. Others 2. Commitments Of which: 2.1. Sales with repurchase option 2.2. Others TOTAL The Accountant 31/12/03 0 0 The Board of Directors Report and Accounts 154 31/12/04 04 Banif SGPS, SA INDIVIDUAL BALANCE SHEET AS AT 31/12/2004 (In Thousand Euros) 31/12/04 31/12/03 27,400 20,000 LIABILITIES AND SHAREHOLDERS’ FUNDS 1. Deposits by Banks a) On Demand b) Term or prior notice 2. Client accounts a) Savings accounts b) On Demand accounts c) Term accounts 27,400 20,000 3. Debts represented by securities 120,000 120,000 a) Bonds in circulation 120,000 120,000 b) Others 4. Other Liabilities 1,373 433 5. Accruals and deferrals 1,239 1,088 6. Provision for risks and charges 578 578 578 578 9. Paid up share capital 200,000 200,000 10. Issue premiums 58,214 58,214 11. Reserves 15,784 a) Provisions for pensions and other charges b) Other provisins 7. Fund for general banking risks 8. Subordinated liabilities The Accountant 14,425 (1,083) 12. Profit and loss account brought forward 13. Profit for the period 15,819 12,443 TOTAL 440,407 426,098 The Board of Directors 155 ’06 Financial Statements Banif SGPS, SA INCOME STATEMENT AS AT 31/12/04 31/12/04 31/12/03 DEBIT 1. Interest and equivalent costs 9,240 5,271 2. Commissions 121 251 4. Administrative overheads 550 574 4.1. Personnel costs 145 127 4.2. Other Administrative Overheads 405 447 5. Depreciation in the period 79 86 26 307 11. Other taxes 53 326 12. Profit for the period 15,819 12,443 TOTAL 25,888 19,258 3. Losses on financial operations 6. Other operating costs 7. Provisions for outstanding credit and other risks 8. Provision for financial fixed assets 9. Extraordinary losses 10. Corporation Tax The Accountant Report and Accounts 156 04 (in Thousand Euros) 31/12/04 31/12/03 CREDIT 1. Interest and equivalent earnings 8,397 1,887 2. Earnings from securities 17,175 9,960 316 7,411 25,888 19,258 3. Commissions 4. Profits on financial operations 5. Adjustments to provisions 6. Results in related companies not included in consolidated accounts 7. Other operating income 8. Extraordinary gains 9. Minority interests 10. Loss for the period TOTAL The Board of Directors 157 ’06 Financial Statements Banif SGPS, SA CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2004 (In Thousand Euros) 31/12/04 ASSETS GROSS 1. Cash and funds with central banks 228,907 2. Sight deposits with Banks 86,309 3. Other loans and advances to Banks 279,836 PROV. AND DEP. 43 31/12/03 NET NET 228,907 277,056 86,266 85,288 279,836 120,643 4. Loans and avdances to Clients 4,750,385 75,474 4,674,911 4,343,287 5. Bonds and other fixed yield securities 542,435 596 541,839 328,811 a) Public 89,393 10 89,383 63,477 b) Other 453,042 586 452,456 265,334 100,859 9,843 91,016 75,792 55,288 48,084 c) Own securities 6. Shares and other variable yield securities 7. Shares in associated companies 8. Shares in affiliated companies not incl. in consol. accounts 55,288 9. Other financial holdings 5,552 307 5,245 4,336 10. Intangible fixed assets 54,527 34,632 19,895 21,824 11. Tangible fixed assets 180,155 45,561 134,594 121,525 (Of which: property) 117,369 11,709 105,660 103,745 12. Revaluation differences - equity method 2,070 220 1,850 2,057 13. Goodwill 26,908 12,101 14,807 16,013 16. Other assets 114,011 6,497 17. Accruals and deferrals 213,716 14. Unrealized share capital 15. Own shares 107,514 106,737 213,716 160,105 6,455,684 5,711,558 18. Consolidated loss for the period 19. Minority interests TOTAL 6,640,958 185,274 (In Thousand Euros) MEMORANDUM ACCOUNTS 31/12/04 31/12/03 1. Guarantees given and contingent liabilities Of which: 1.1. Bills accepted and endorsed 1.2. Guarantees 1.3. Others 2. Commitments Of which 2.1. Sales with repurchase option 2.2. Others TOTAL 906,563 669,250 571,208 335,355 896,695 536,514 132,736 557,751 896,695 1,803,258 557,751 1,227,001 The Accountant The Board of Directors Report and Accounts 158 04 Banif SGPS, SA CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2004 (In Thousand Euros) 31/12/04 31/12/03 1. Deposits by Banks 842,568 746,996 a) On Demand 19,283 15,809 b) Term or prior notice 823,285 731,187 3,706,683 LIABILITIES AND SHAREHOLDERS’ FUNDS 2. Client accounts 3,859,591 a) Savings accounts 218,459 166,765 b) On Demand accounts 1,398,394 1,169,747 c) Term accounts 2,242,738 2,370,171 3. Debts represented by securities 807,324 512,768 a) Bonds in circulation 628,434 438,483 b) Others 178,890 74,285 4. Other Liabilities 55,524 31,379 5. Accruals and deferrals 175,973 126,516 6. Revaluation differences - equity method 3,602 3,629 7. Goodwill 6,207 8,468 8. Provision for risks and charges 49,356 43,833 43,833 a) Provision for pensions and other charges b) Other provisions 49,356 9. Fund for general banking risks 796 1,854 10. Subordinated liabilities 210,447 153,597 11. Paid up share capital 200,000 200,000 12. Issue premiums 58,214 58,214 13. Reserves 56,214 49,220 14. Revaluation reserves 1,940 1,940 15. Profit and loss account brought forward 0 (1,083) 42,186 The Accountant 16. Minority interests 90,622 17. Consolidated profit for the period 37,306 25,358 TOTAL 6,455,684 5,711,558 The Board of Directors 159 ’06 Financial Statements Banif SGPS, SA CONSOLIDATED INCOME STATEMENT AS AT 31 DECEMBER 2004 31/12/04 31/12/03 183,539 155,912 DEBIT 1. Interest and equivalent costs 2. Commissions 6,577 8,240 3. Losses on financial operations 95,010 88,786 4. Administrative overheads 139,717 130,258 4.1. Personnel costs 81,883 75,262 4.2. Other administrative overheads 57,834 54,996 5. Depreciation in the period 21,024 19,577 6. Other operating costs 13,030 5,023 7. Provisions for outstanding credit and other risks 72,782 60,795 8. Provision for financial fixed assets 1 1 9. Extraordinary losses 6,449 22,875 10. Corporation Tax 8,597 4,109 11. Other taxes 3,831 2,178 12. Results from associated companies and aff. not included in the com. acc. 327 179 13. Minority interests 1,652 1,267 14. Consolidated profit for the period 37,306 25,358 Total 589,842 524,558 The Accountant Report and Accounts 160 04 (In Thousand Euros) 31/12/04 31/12/03 352,860 306,973 CREDIT 1. Interest and equivalent earnings 2. Earnings from securities 1,885 1,473 3. Commissions 52,750 43,649 4. Profits on financial operations 106,167 101,762 5. Adjustments to provisions 30,401 19,700 6. Results from associated companies and aff. not included in the con. acc. 7,339 6,915 7. Other operating income 33,621 32,464 8. Extraordinary gains 4,819 11,622 589.842 524,558 9. Minority interests 10. Consolidated loss for the period Total The Board of Directors 161 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’07 ‘ OUR MISSION’ YOUR UNIVERSE Documentation Attached to the Financial Statements Report and Accounts 04 ’07 Documentation Attached to the Financial Statements 31 DECEMBER 2004 Figures in ‘000 euros, save as otherwise indicated 1.1.2 Banif SGPS, SA - Consolidated Accounts 1.6 FINANCIAL HOLDINGS Banif SGPS, SA, in its capacity as parent company of the Group, has a holding greater than or equal to 20% in the following companies: Name and Registered Offices % Holding owned by Banif Group (for consolidation Share capital purposes) Value of Holding (1) Shareholders’ Funds December 2004 (2) Diff. between value of holding (1) and corresponding Results portion in December shareholders’ 2004 funds (2) Banif Comercial - SGPS, SA Rua João Tavira, 30 Funchal 280,000 100 % 289,545 299,569 15,126 (10,024) 240,000 100% (1) 240,451 276,797 20,512 (36,346) 51,892 100% (1) 70,888 84,572 10,246 (13,684) 10,000 100% (1) 12,563 13,688 1,643 (1,125) 3,000 100% (1) 4,133 4,785 586 (652) 11,343 100% (1) (3) 17,197 13,175 1,057 4,022 20,085 100% (9) 24,932 22,131 2,045 2,801 750 100% 985 2,596 1,225 (1,611) Banif – Banco Internacional do Funchal, SA Rua João Tavira, 30 Funchal Banco Comercial dos Açores,SA Largo da Matriz, 42 Ponta Delgada Banif Leasing S.A. Av. Columbano Bordalo Pinheiro Lt A – 81 2º Lisboa Banif Crédito – SFAC, S.A. Av. Columbano Bordalo Pinheiro Lt A – 81 2º Lisboa Banco Banif Primus, SA Av. República do Chile, 230-9º Rio de Janeiro – Brasil Banif ( Açores ) SGPS, SA Rua Dr. José Bruno Tavares Carreiro Edifício Sol Mar - Ponta Delgada Banif – Imobiliária, S.A. Avª José Malhoa, lote 1792, 1099-012 Lisboa Report and Accounts 163 04 Name and Registered Offices % Holding owned by Banif Group (for consolidation Share capital purposes) Value of Holding (1) Shareholders’ Funds December 2004 (2) Diff. between value of holding (1) and corresponding Results portion in December shareholders’ 2004 funds (2) Banif Seguros – SGPS, SA Avª José Malhoa, lote 1792, 1099-012 Lisboa 23,300 100% 23,325 23,702 (13) (377) 8,750 100 % 8,729 13,382 2,477 (4,653) 20,000 100% (6) 21,879 23,586 1,788 (1,707) 30,835 100% (6)(12) 19,265 39,207 2,692 (19,942) 2,000 100% (5) 2,137 4,677 1,529 (2,540) 41 100% (2) 41 19 (3) 22 881 85% (4) 749 869 136 10 Banif Investimentos - SGPS, SA Rua João Tavira, 30 - Funchal (Âmbito Institucional da Zona Franca da Madeira ) Banif – Banco de Investimento, S.A. Avª José Malhoa, lote 1792, 1099-012 Lisboa Banif-Banco Internacional do Funchal (Cayman) Ltd P.O. Box 30124 Georgetown Grand Cayman Banif Gestão Activos, SA Rua Tierno Galvan, Torre 3 – 14º Lisboa Banif (Brasil),SA Alameda Jaú, nr. 389 – 14º Sala 141 São Paulo – Brasil Banif Internacional Holdings, Ltd Genesis Building- 3rd Floor Grand Cayman 164 ’07 Documentation Attached to the Financial Statements Name and Registered Offices % Holding owned by Banif Group (for consolidation Share capital purposes) Value of Holding (1) Shareholders’ Funds December 2004 (2) Diff. between value of holding (1) and corresponding Results portion in December shareholders’ 2004 funds (2) Banif Securities Holding, Ltd Genesis Building- 3rd Floor Grand Cayman 1,548 100% (6) 1,448 743 (492) 705 272 100% (7) 94 152 57 (58) 1,165 100% (8) 1,333 (559) (603) 1,892 1,101 100% (7) 1,175 1,412 156 (237) 26 60% (4) 15 78 51 (32) 780 100% (8) 1,210 (224) (19) 1,434 Banif Financial Services, Inc 1001 Brickell Bay Drive Suite 1712 Miami – USA Banif Securities Inc 40 Wall Street 33rd floor New York NY 10005-1304 U.S.A. Banif Mortgage Company 1001 Brickell Bay Drive Suite 1712 Miami – USA FINAB P.O. Box 30124 GeorgeTown – Grand Cayman Cayman Islands, B.W.I. Econofinance Av. República do Chile, 230 - 8º andar Cep 20031-170 RIO DE JANEIRO BRASIL Report and Accounts 165 04 Name and Registered Offices % Holding owned by Banif Group (for consolidation Share capital purposes) Value of Holding (1) Shareholders’ Funds December 2004 (2) Diff. between value of holding (1) and corresponding Results portion in December shareholders’ 2004 funds (2) Banif International Asset Management Genesis Building, 3rd Floor P.O. Box 32338-SMB, Grand Cayman Cayman Islands 37 100% (5) 37 55 13 (18) 1 100% (9) (13) 1 76,173 1,218 (76,172) 750 60% (5) 450 820 53 (42) 50 100% (10) 70 (141) (15) 211 300 70% (1) 260 (514) (488) 620 73 100% (11) 73 73 0 0 0 100% (11) 0 (45) (7) 45 Banif Finance Ltd PO BOX 1093 GT Queensgate House South Church Street, George Town Grand Cayman Newcapital Rua Tierno Galvan, Torre 3 – 14º Lisboa Sociedade Imobiliária Piedade Av. José Malhoa, lote 1792, 9º Lisboa Banif Rent, SA Av. Columbano Bordalo Pinheiro Lt A – 81 2º Lisboa Com. Açores – San José 2 B North 33 rd Street S. José Califórnia Com. Açores – Fall River 1645, Pleasant Street Fall River – Massachusetts 166 ’07 Documentation Attached to the Financial Statements (1) The holding indicated corresponds to that held by Banif Comercial SGPS, S.A. (2) Held indirectly as follows: 20% by Banif, SA and 80% by Banif Investimentos, SGPS, SA (3) Amounts consolidated with Banif Primus – Corretora de Valores e Câmbios, S.A. and Banif Primus Asset Management (4) The holding indicated corresponds to that held by Banif Cayman, Ltd. (5) The holding indicated corresponds to that held by Banif – Banco de Investimento, SA (6) The holding indicated corresponds to that held by Banif Investimentos SGPS, S.A. (7) Held by: Banif International Holdings, Ltd. (8) Held by: Banif Securities Holding, Lrd. (9) The holding indicated corresponds to that held by Banif – Banco de Internacional do Funchal, SA (10) Held by Banif Imobiliária, SA. (11) Held by Banco Comercial dos Açores. (12) Percentage control of voting stock is 100%, the share capital comprising: 26,000,000 ordinary shares with a unit nominal value of USD 1 and 16,000,000 non-voting preference shares, with a nominal value of USD 1. (13) Percentage control of voting stock is 100%, the share capital comprising: 1000 ordinary shares with a unit nominal value of USD 1 and 75000 non-voting preference shares with a unit nominal value of EUR 1. Other holdings of more than 20% but excluded from the consolidated accounts are set out in point 6 of these Notes. A BanifServ, ACE has no share capital, and is therefore detailed in point 5. 1.8 ACCOUNTS RECEIVABLE - ASSOCIATES AND SUBSIDIARIES Banif SGPS, SA, as the parent company of the Banif Group, has no credits over associated or subsidiary companies. Report and Accounts 167 04 1.9 ACCOUNTS RECEIVABLE - AFFILIATED COMPANIES In relation to consolidation operations, credits between related companies are detailed below: 2004 From: With: Banif, SA Liquid Assets in Banks Other Investm. in Banks Credit Granted 2003 Securities Total 1,616 1,616 866 BanifServ 13,025 13,025 13,185 Banif (Cayman), Ltd 24,031 11,012 35,043 15,078 Banif Leasing 160,390 4,200 164,590 116,614 26,467 Banif Crédito 31,708 31,708 Banif Banco de Investimento 22,886 22,886 44,295 154,565 154,568 172,260 BCA 3 SIP 248 248 240 Banif Comercial 4,000 4,000 12,000 Banif Mortgage Company 10,026 10,026 8,008 Banif Rent 10,760 10,760 NewCapital Banif (Açores) SGPS, SA Banif Primus 286 236 3 Banif Investimentos SGPS, SA Banif, SA 393,580 39,675 15,212 448,470 409,535 5,646 5,646 5,842 5,646 5,646 5,842 Banif, SA 2,194 2,194 3 BCA 5 5 5 2,199 2,199 8 312 211 Banif, SA 110 Banif Cayman, Ltd 443 553 BanifServ Total Banif Primus Banif, SA 202 443 202 755 2 2 2 2 211 168 ’07 Documentation Attached to the Financial Statements 2004 From: Banif (Cayman), Ltd With: Liquid Assets in Banks Other Investm. in Banks Banif, SA 24,505 908,778 Credit Granted 2003 Securities Total Total 933,283 710,578 71,216 Banif Investimentos SGPS, SA 71,216 71,216 Banif Primus 14,966 14,966 BCA FINAB Banif Banco Investimentos 141 18,380 141 171 18,380 20,773 Banif Int. Holdings Ltd 1,321 1,321 1,424 Banif securities Holdings Ltd 5,931 5,931 4,972 Banif Finance 42,885 Banif Crédito Banif, SA Banif Banco de Investimento 908,778 93,575 34,164 9,017 1,079,402 836,914 7 7 7 Banif, SA 2,466 Banif (Cayman), Ltd 377 BCA 34,164 34,164 7 10 Banif Leasing 299 8 2,466 3,278 387 133 299 299 8 Banif SGPS NewCapital Banif Imobiliária Banif, SA 5 1,133 2,120 2,120 Banif Primus 1,850 5,183 2,851 10 268 1,000 SIP 2,120 25 Banif SGPS 268 1,000 Report and Accounts 169 8,263 10,500 04 299 5,280 11,881 1268 8,546 25 2,400 2,400 2,425 3,693 8,546 2004 From: BCA With: Liquid Assets in Banks Other Investm. in Banks Banif, SA 1,235 272,972 Credit Granted Banif Primus Banif Leasing 3,208 Banif crédito Banif Banco Investimento 2003 Securities 5,900 5,900 2,000 4,958 7,993 998 276,180 Total 73,234 1,750 1,483 2,718 Total 274,207 8,648 998 998 1,483 10,500 287,546 94,725 Banif Int. Holdings Banif (Cayman), Ltd 975 975 975 975 Banif Securities Holdings, Ltd Banif Securities Inc 3,671 3,671 3,959 3,671 3,671 3,959 Banif Financial Services Banif Mortgage Banif Comercial SGPS, SA Banif SGPS, SA Banif Seguros New Capital 15 15 15 15 Banif, SA 219 219 BCA 5 5 224 224 566 Banif, SA 1,177 1,177 860 BCA 40 40 40 1,217 1,217 900 Banif, SA 566 384 384 185 384 384 185 Banif 13 13 Banif Banco Investimento 40 40 15 53 53 15 170 ’07 Documentation Attached to the Financial Statements 2004 From: BIAM With: Liquid Assets in Banks Banif Cayman 45 Banif Banco Investimento Banif Finance Banif Cayman Banif Gestão Activos SIP Other Investm. in Banks 2003 Securities Total 275 275 320 320 549,224 549,224 224,226 549,224 549,224 224,226 Banif 119 119 5,511 5,511 5,630 5,630 Banif, SA Total 45 Banif Banco Investimento TOTAIS 10 10 3 10 10 3 2,394,723 1,597,516 615,169 1,579,750 Report and Accounts 171 Credit Granted 04 137,810 61,994 1.10 Inventory of Securities Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR Total Quoted Total Balance Value Sheet Val. EUR EUR A SECURITIES - TRADING 74,402,514.88 74,402,514.88 Fixed yield securities 58,133,654.09 58,133,654.09 Issued by residents Portuguese public debt - Short term OB TESOURO 5,25% 14/10/05 EUR 10,000.00 102.27% 102.27% 10,227.20 10,227.20 10,227.20 10,227.20 10,227.20 10,227.20 10,227.20 10,227.20 Issued by non-residents 58,123,426.89 58,123,426.89 Foreign public issuers 43,089,245.23 43,089,245.23 - Medium and long term 43,089,245.23 43,089,245.23 PORTUGUESE TREASURY BILLS EUR 7,302,221.16 100.00% 100.00% PORTUGUESE TREASURY BILLS EUR 10,168,895.73 100.00% 100.00% 10,168,895.73 10,168,895.73 PORTUGUESE TREASURY BILLS EUR 22,108,847.41 100.00% 100.00% 22,108,847.41 22,108,847.41 PORTUGUESE TREASURY NOTES EUR 1,941,390.48 100.00% 100.00% 1,941,390.48 1,941,390.48 US TREASURY N/B 5 3/8 02/15/31 USD 1,468,320.00 106.78% 106.78% 1,567,890.45 1,567,890.45 Other non-residents 7,302,221.16 7,302,221.16 15,034,181.66 15,034,181.66 - Short term 4,476,263.52 4,476,263.52 BANK DEPOSIT CERTIFICATE BRL 909,781.68 100.00% 100.00% 909,781.68 909,781.68 SECURITIZED DEBTS BRL 8,681.18 100.00% 100.00% 8,681.18 8,681.18 RURAL PRODUCER BILL BRL 34,396.34 100.00% 100.00% 34,396.34 34,396.34 DEBENTURES BRL 2,285,834.23 100.00% 100.00% 2,285,834.23 2,285,834.23 172 ’07 Documentation Attached to the Financial Statements Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR Total Quoted Total Balance Value Sheet Val. EUR EUR PROPERTY RECEIVABLES CERTIFICATE BRL 1,186,761.21 100.00% 100.00% 1,186,761.21 1,186,761.21 INVESTMENT FUND UNITS BRL 50,808.87 100.00% 100.00% 50,808.87 50,808.87 EURO INVEST LIMITED 4 03/31/07 EUR 289,000.00 101.00% 101.00% 291,890.00 291,890.00 CSFB INTL 12/03/07 EUR 1,000,000.00 102.30% 102.30% 1,023,000.00 1,023,000.00 MARLIN (EMC-II) BV EUR 1,652,698.38 100.60% 100.60% 1,662,614.56 1,662,614.56 GENL MOTORS ACCEPT CORP USD 734,160.00 98.01% 98.01% 719,579.58 719,579.58 GENL MOTORS 8 3/8 07/05/33 EUR 2,000,000.00 108.10% 108.10% 2,162,000.00 2,162,000.00 MARBLE ARCH RESIDENTIAL SECURISATIO EUR 3,000,000.00 100.75% 100.75% 3,022,500.00 3,022,500.00 GRANITE MORTGAGES PLC EUR 1,000,000.00 101.00% 101.00% 1,010,000.00 1,010,000.00 BPI CAP FIN LTD EUR 634,000.00 105.10% 105.10% 666,334.00 666,334.00 - Medium and long term 10,557,918.14 10,557,918.14 Variable yield securities 16,268,860.79 16,268,860.78 Issued by residents 14,004,353.56 14,004,353.56 - Shares 1,843,555.71 1,843,555.71 150,000.00 EUR 1.00 150,000.00 9.10 9.10 1,365,000.00 1,365,000.00 SONAE SGPS 30,000.00 EUR 1.00 30,000.00 1.07 1.07 32,100.00 32,100.00 BCP 20,000.00 EUR 1.00 20,000.00 1.89 1.89 37,800.00 37,800.00 BANCO BPI 40,000.00 EUR 1.00 40,000.00 2.98 2.98 119,200.00 119,200.00 EDP 50,000.00 EUR 1.00 50,000.00 2.23 2.23 111,500.00 111,500.00 2,016.00 EUR 0.50 1,008.00 18.49 18.49 37,275.84 37,275.84 139,287.00 EUR 1.00 139,287.00 1.01 1.01 140,679.87 140,679.87 PORTUGAL TELECOM PT MULTIMÉDIA TEIXEIRA DUARTE Report and Accounts 173 04 Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR - Participation Units BANIF IMOPREDIAL Total Quoted Total Balance Value Sheet Val. EUR EUR 12,160,797.85 12,160,797.85 1,610,381.00 EUR 1.00 1,610,381.00 6.04 6.04 9,729,277.85 9,729,277.85 80,000.00 EUR 1.00 80,000.00 30.39 30.39 2,431,520.00 2,431,520.00 Issued by non-residents 2,264,507.23 2,264,507.22 - Shares 2,251,208.88 2,251,208.87 1,669,294.82 BANIF IMOGEST MILLENIUM 1,669,294.82 BRL 1.00 1,669,294.82 1.00 1.00 1,669,294.82 DIVERSOS 1,644.42 BRL 1.00 1,644.42 1.00 1.00 1,644.42 1,644.42 PHILIPS ELECTRONICS NV 3,150.00 EUR 1.00 3,150.00 19.51 19.51 61,456.50 61,456.50 UNILEVER NV 1,040.00 EUR 1.00 1,040.00 49.33 49.33 51,303.20 51,303.20 600.00 EUR 1.00 600.00 160.70 160.70 96,420.00 96,420.00 TOTALFINA ELF SA DEUTSCHE LUFTHANSA REG 4,800.00 EUR 1.00 4,800.00 10.55 10.55 50,640.00 50,640.00 WAL-MART STORES INC 2,000.00 USD 0.73 1,468.32 38.78 38.78 77,556.66 77,556.66 BANK OF AMERICA CORP 2,000.00 USD 0.73 1,468.32 34.50 34.50 68,996.36 68,996.36 950.00 USD 0.73 697.45 76.38 76.38 72,562.91 72,562.91 30,000.00 EUR 1.00 30,000.00 0.11 0.11 3,300.00 3,300.00 2,250.00 CHF 0.65 1,458.29 43.57 43.57 98,034.00 98,034.00 13,298.35 13,298.35 499.00 EUR 1.00 499.00 26.65 26.65 13,298.35 13,298.35 GOLDMAN SACHS GROUP INC PARMALAT FINANZIARIA SPA HOLCIM LTD REGISTRED CHF 2 (NEW) - Other securities LLOYDS BANK TSB BANK PLC 6,625 174 ’07 Documentation Attached to the Financial Statements Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR B SECURITIES - INVESTMENT 564,602,424.94 568,757,494.32 482,257,430.90 481,769,998.96 Fixed yield securities Issued by residents 68,546,893.46 68,307,542.28 Portuguese public debt 41,795,667.63 41,148,033.09 - Short term OB TESOURO 5,25% 14/10/05 32,672.00 32,325.74 32,672.00 32,325.74 EUR 32,000.00 101.02% 102.10% OB TESOURO 97-23/02/07 EUR 5,704,267.00 104.18% 107.80% 6,149,199.83 5,942,753.29 OB TESOURO 98-23/06/08 EUR 100.00 101.59% 106.05% 106.05 101.59 OT TESOURO 4,875% 07 EUR 15,000,000.00 105.42% 105.35% 15,802,500.00 15,812,355.03 OB TESOURO 3% 2006 EUR 8,500,000.00 99.96% 100.60% 8,551,000.00 OB TESOURO 9,5% 23/02/06 EUR 1,250.00 110.95% 108.00% 1,350.00 1,386.92 OB TESOURO 5,45% 23/09/13 EUR 5,081,580.00 104.55% 112.01% 5,691,877.76 5,312,624.59 OB TESOURO 1999-07/2009 EUR 5,358,000.00 103.58% 103.90% 5,566,962.00 5,549,832.47 - Medium and long term 41,762,995.63 41,115,707.35 8,496,653.46 Other public issuers 2,069,089.71 2,033,178.16 - A médio e longo prazo 2,069,089.71 2,033,178.16 G R AÇORES 1992-2005 EUR 37,984.67 100.01% 100.00% 37,984.67 37,986.57 G R AÇORES 1993-2005 - 1º EMISSÃO EUR 1,995,191.59 100.00% 101.80% 2,031,105.04 1,995,191.59 Report and Accounts 175 Total Quoted Total Balance Value Sheet Val. EUR EUR 04 Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR Total Quoted Total Balance Value Sheet Val. EUR EUR Other residents 24,682,136.11 25,126,331.03 - Short term 13,386,771.37 13,386,771.37 Commercial paper 13,386,771.37 13,386,771.37 TERTIR EUR 1,237,018.79 1.00 1.00 1,237,018.79 1,237,018.79 INAPA -INVESTIMENTOS, PARTICIPAÇÕES E GESTÃO, SA EUR 4,100,000.00 1.00 1.00 4,100,000.00 4,100,000.00 JMA, SGPS, SA EUR 1,680,763.08 1.00 1.00 1,680,763.08 1,680,763.08 SOMAGUE - ENGENHARIA SA EUR 2,000,000.00 1.00 1.00 2,000,000.00 2,000,000.00 LISGRÁFICA - IMPRESSÃO E ARTES GRÁFICAS SA EUR 1,250,000.00 1.00 1.00 1,250,000.00 1,250,000.00 EDA-ELECTRICIDADE DOS AÇORES 23ª EM EUR 2,493,989.50 1.00 1.00 2,493,989.50 2,493,989.50 LISGRÁFICA 31ª,EM. EUR 625,000.00 1.00 1.00 625,000.00 625,000.00 CARRIS 98-05 EUR 35,913.44 100.00% 100.00% 35,913.44 35,913.44 FNI 2003/2008 EUR 1,495,000.00 100.00% 100.00% 1,495,000.00 1,495,000.00 - Medium and long term 11,295,364.74 11,739,559.66 METRO 95-07 EUR 99,800.00 100.00% 100.00% 99,800.00 99,800.00 PARTEST 98-08 EUR 498,797.90 100.00% 99.50% 496,303.91 498,797.90 SECIL/CMP 95- 01/03/2005 EUR 71,826.39 100.00% 99.90% 71,754.56 71,826.39 SONAE IMOBILIARIA 98-05 EUR 473,843.04 99.93% 99.40% 470,999.98 473,496.32 EDP/1996-2006 - 22ª Emissão EUR 154,627.35 100.00% 99.92% 154,503.65 154,627.35 FNACINVESTE/91 EUR 387,772.90 100.00% 0.00% 0.00 387,772.90 COBRE/87 - SÉRIE A EUR 24,950.00 100.00% 0.00% 0.00 24,950.00 AGERG EUR 24,950.00 100.00% 0.00% 0.00 24,950.00 BCPN 0 02/06/09 EUR 5,000,000.00 99.98% 99.93% 4,996,500.00 4,998,922.52 MODPLF FLOAT 18/03/09 EUR 3,450,000.00 100.00% 99.97% 3,449,034.00 3,450,000.00 CPDPPL 0 06/49 EUR 36,497.00 64.40% 70.02% 25,555.20 23,502,84 176 ’07 Documentation Attached to the Financial Statements Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR Issued by non-residents 413,710,537.44 413,462,456.67 Foreign public issuers 3,084,870.40 3,082,073.81 - Short term 3,084,870.40 3,082,073.81 BUNDESSCHATZANW 2 06/17/05 EUR 580,000.00 99.73% 99.91% 579,495.40 578,451.70 BUNDESSCHATZANW 4 1/4 03/12/04 EUR 2,500,000.00 100.14% 100.22% 2,505,375.00 2,503,622.11 International financial organizations 1,338,862.53 1,260,692.02 - Medium and long term 1,338,862.53 1,260,692.02 BEI/1996-2006 EUR 748,196.85 102.65% 108.37% 810,820.93 768,039.03 BEI/1997-2007 EUR 496,000.00 99.33% 106.46% 528,041.60 492,652.99 409,286,804.52 409,119,690.84 Other non-residents - Short term 6,853,717.00 6,857,721.56 PORTUGAL TELECOM INT FIN 05 EUR 2,200,000.00 100.49% 100.07% 2,201,540.00 2,210,799.45 USIMINAS USD 1,835,400.00 100.12% 100.50% 1,844,577.00 1,837,632.57 GENL MOTORS ACCEPT CORP 07/05/05 EUR 2,000,000.00 100.49% 100.41% 2,008,100.00 2,009,789.54 BANCO ESPIRITO SANTO 05 EUR 650,000.00 123.00% 123.00% 799,500.00 799,500.00 AAB 0 09/16/11 EUR 9,000,000.00 99.75% 99.71% 8,973,900.00 8,977,398.37 ABN FLT 16SET11 EUR 3,500,000.00 99.75% 99.71% 3,489,675.00 3,491,329.76 ALPHA 0 11/16/09 EUR 8,000,000.00 99.77% 99.71% 7,976,800.00 7,981,509.78 AMSTEL SEC, 15AGO2013 EUR 2,000,000.00 100.00% 100.25% 2,005,000.00 2,000,000.00 - Medium and long term 402,433,087.52 402,261,969.29 Report and Accounts 177 Total Quoted Total Balance Value Sheet Val. EUR EUR 04 Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR Total Quoted Total Balance Value Sheet Val. EUR EUR ARENA 2004-II D EUR 2,000,000.00 100.00% 100.00% 2,000,000.00 2,000,000.00 ARENA FLOAT 17OUT2051 EUR 1,500,000.00 100.00% 100.00% 1,500,000.00 1,500,000.00 AURUM INVESTMENTS SA EUR 2,000,000.00 100.00% 100.00% 2,000,000.00 2,000,000.00 AUTOSTRADE FLT JUN11 EUR 10,000,000.00 100.51% 100.62% 10,062,250.00 10,050,800.59 AVOCA II-X B EUR 1,000,000.00 100.00% 100.00% 1,000,000.00 AZOR 1 C EUR 2,000,000.00 100.00% 100.19% 2,003,800.00 2,000,000.00 BAC 0 06/28/11 EUR 5,000,000.00 100.25% 100.25% 5,012,620.00 5,012,404.24 BANCAJA FONDO TIT ACT FLOAT 18ABR2035 EUR 2,000,000.00 101.64% 101.92% 2,038,440.00 2,032,733.05 BANCO ITAU EUR FLOAT 24JUL06 EUR 5,000,000.00 100.35% 100.39% 5,019,500.00 5,017,574.37 BBVA FLT JUN2016 EUR 2,500,000.00 100.00% 100.05% 2,501,250.00 2,500,000.00 BCO BRADESCO 3,625% 3JAN2007 USD 161,515.31 99.66% 100.00% 161,515.31 160,965.07 BCP F BK FLT OUT09 EUR 6,000,000.00 99.91% 99.93% 5,995,800.00 5,994,527.42 BEAR STEARNS FLOAT 30JAN2009 USD 2,202,481.46 100.11% 100.17% 2,206,225.68 2,204,863.25 BEAR STEARNS FLOAT OUT09 EUR 12,000,000.00 99.96% BES FIN FLT OUT09 EUR 2,000,000.00 100.03% 100.03% 2,000,600.00 2,000,570.05 BK AMERICA FLT JUN11 EUR 5,000,000.00 100.11% 100.25% 5,012,500.00 5,005,362.53 BNP PARIBAS 3,875% 27DEZ2006 USD 734,160.49 99.66% 100.00% 734,160.49 731,667.37 BOOT 0 10/19/07 EMTN EUR 6,000,000.00 100.15% 100.19% 6,011,400.00 6,009,196.60 1,000,000.00 99.95% 11,994,000.00 11,995,282.10 BPI CAPITAL FIN FLOAT PERP EUR 500,000.00 105.11% 105.10% 525,500.00 525,550.00 BRADES 0 08/20/10 USD 1,835,400.00 100.00% 100.00% 1,835,400.00 1,835,400.00 BREBAN 0 11/03/06 EUR 1,400,000.00 100.24% 100.15% 1,402,100.00 1,403,363.95 BROOK 2004-1X CE EUR 2,500,000.00 100.00% 100.00% 2,500,000.00 2,500,000.00 BROOKLANDS FLT DEZ54 EUR 2,500,000.00 100.00% 100.00% 2,500,000.00 2,500,000.00 BSC 0 01/30/09 USD 4,404,960.00 100.00% 100.17% 4,412,448.43 4,404,960.00 178 ’07 Documentation Attached to the Financial Statements Type of Securities Currency Quantity Denomination Nominal Value EUR Av. Acq. Value EUR Quoted Value EUR Total Quoted Total Balance Value Sheet Val. EUR EUR BSC 0 10/20/09 EUR 3,500,000.00 99.91% 99.95% 3,498,250.00 C 0 06/03/11 EUR 8,000,000.00 99.79% 99.79% 7,983,200.00 7,982,921.12 CAMBER FLOAT 11FEV2052 EUR 2,500,000.00 100.68% 100.43% 2,510,750.00 2,516,970.36 CARDS FLT SET13 EUR 3,500,000.00 100.60% 100.60% 3,521,035.00 3,521,148.58 CASTA 1 C EUR 5,000,000.00 101.04% 101.01% 5,050,671.60 5,052,195.52 3,496,889.68 CFC 0 11/24/08 EUR 5,000,000.00 100.20% 100.25% 5,012,500.00 5,010,000.00 CIT 0 05/13/09 EUR 2,500,000.00 100.00% 100.15% 2,503,750.00 2,500,000.00 CORSAIR JY FLT JUN07 EUR 4,000,000.00 99.94% 100.00% 4,000,000.00 3,997,676.11 DAIMLERCHRYSLER FLOAT 2JUL07 EUR 3,000,000.00 100.23% 100.26% 3,007,800.00 3,007,023.04 DCX 4 1/4 10/04/11 EUR 3,000,000.00 100.77% 100.88% 3,026,400.00 3,023,008.56 DELPH 2004-II C EUR 1,500,000.00 100.00% 100.00% 1,500,000.00 1,500,000.00 DEU TEL FLT NOV09 EUR 15,000,000.00 99.91% DZ BANK CAP FUNDING FLOAT PERP EUR 1,815,000.00 103.35% 103.63% 1,880,793.75 EAUG 0 07/12/07 EUR 2,000,000.00 100.53% 100.52% 2,010,380.00 2,010,659.20 EIGER 1X C EUR 1,743,183.83 97.03% 103.72% 1,807,982.25 1,691,352.44 EIRLES FLT OUT07 EUR 5,000,000.00 99.93% 99.84% 4,991,750.00 4,996,304.75 EMPOR 0 11/01/07 EUR 2,500,000.00 99.81% 99.76% 2,494,075.00 2,495,155.80 ESPSAN 0 10/08/09 EUR 8,000,000.00 100.01% 100.03% 8,002,400.00 8,000,548.04 99.86% 14,979,000.00 14,986,796.95 1,875,837.93 EURO INVEST LTD 4% 31MAR2007 EUR 411,000.00 100.30% 101.00% 415,110.00 412,239.27 EUROB 0 10/10/08 EUR 2,500,000.00 100.28% 100.25% 2,506,250.00 2,506,986.44 F 0 07/16/07 EUR 2,500,000.00 100.38% 99.97% 2,499,150.00 2,509,612.87 F 4 7/8 01/15/10 EUR 1,500,000.00 99.55% 99.98% 1,499,700.00 1,493,246.48 F 5 3/4 01/12/09 EUR 2,000,000.00 104.19% 104.13% 2,082,600.00 2,083,896.33 FCE BK FLT SET09 EUR 5,000,000.00 97.63% 97.03% 4,851,500.00 4,881,497.40 Report and Accounts 179 Total Value Nominal EUR 04 Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR Total Quoted Total Balance Value Sheet Val. EUR EUR FRENCH RES ASSET FLOAT DEZ43 EUR 2,500,000.00 100.00% 100.24% 2,506,000.00 2,500,000.00 FRENCH RES ASSET FLOAT MAR43 EUR 3,250,000.00 100.52% 100.89% 3,278,925.00 3,266,766.61 FRIES 0 05/27/11 EUR 2,500,000.00 100.20% 100.15% 2,503,750.00 2,505,014.80 GALP 1 B EUR 500,000.00 101.00% 101.02% 505,100.00 505,007.84 GAMA FLT DEZ11 EUR 5,000,000.00 100.04% 100.00% 5,000,000.00 5,002,096.77 4,986,497.66 GE 0 05/04/11 EUR 5,000,000.00 99.73% 99.57% 4,978,500.00 GMAC FLT JUL05 EUR 2,000,000.00 100.52% 100.40% 2,008,000.00 2,010,341.01 GOLDMAN SACHS FLOAT 21OUT08 EUR 7,500,000.00 100.48% 100.46% 7,534,500.00 7,535,876.94 GRAN 2004-3 2C EUR 2,000,000.00 100.45% 100.61% 2,012,200.00 2,009,000.00 GS 0 10/21/08 EUR 2,500,000.00 100.27% 100.46% 2,511,500.00 2,506,809.50 HARBM 4X A3 EUR 1,500,000.00 100.00% 100.00% 1,500,000.00 1,500,000.00 HARVT IX B2 EUR 1,500,000.00 100.40% 100.39% 1,505,850.00 1,505,981.24 HBOS FLOAT PERPETUAL EUR 2,500,000.00 99.95% 100.00% 2,500,000.00 2,498,750.00 HERTZ FIN. JUL07 EUR 1,500,000.00 99.86% 99.97% 1,499,490.00 1,497,954.96 HICDO 2004-1X A2A 3,05 USD 1,468,320.00 100.00% 100.00% 1,468,320.00 1,468,320.00 HICDO 2004-1X B1A USD 1,101,240.00 100.00% 100.00% 1,101,240.00 1,101,240.00 HICDO 2004-1X B2 3,6 USD 1,468,320.00 100.00% 100.00% 1,468,320.00 1,468,320.00 HIPO-BANK 2007 EUR 1,745,792.65 100.00% 100.00% 1,745,792.65 1,745,792.65 HYPINT 0 02/23/07 EUR 2,500,000.00 99.85% 100.05% 2,501,250.00 2,496,334.80 INVPLC 0 10/12/07 EUR 2,000,000.00 99.86% 99.90% 1,998,000.00 1,997,293.59 ITAU 0 07/24/06 EUR 6,000,000.00 100.37% 100.39% 6,023,400.00 6,022,149.51 4,838,328.63 100.10% 100.25% 4,850,424.45 4,843,133.11 ITAU FLT MAR07 KONINKLIJKE KPN 21JUL2009 EUR 13,000,000.00 100.51% 100.50% 13,065,572.49 13,066,247.15 LADF III C1 EUR 1,500,000.00 100.00% 100.80% 1,512,000.00 1,500,000.00 LEEK FIN FLT MAR36 EUR 1,500,000.00 100.75% 100.73% 1,510,905.00 1,511,220.40 180 ’07 Documentation Attached to the Financial Statements Type of Securities Currency Quantity Denomination Nominal Value EUR Av. Acq. Value EUR Quoted Value EUR Total Quoted Total Balance Value Sheet Val. EUR EUR LEHMAN B H ABR2011 EUR 19,000,000.00 100.34% 100.33% 19,062,700.00 19,065,011.63 MARL 1 C EUR 1,652,698.38 100.60% 100.60% MERRILL LYNCH FLOAT 22MAR11 EUR 23,000,000.00 100.01% 1,662,614.57 1,662,614.57 99.97% 22,993,100.00 23,002,766.01 METRO FLOAT OUT09 EUR 7,183,000.00 99.90% 99.94% 7,178,905.69 7,175,699.06 MIDGAARD FINANCE FLOAT 23ABR2029 EUR 1,500,000.00 100.00% 100.63% 1,509,450.00 1,500,000.00 MORGAN 97-07 EUR 349,300.00 99.55% 99.55% 347,728.15 347,728.15 MORGAN ST FLT JAN09 USD 2,936,641.95 99.97% 100.03% 2,937,522.94 2,935,843.32 MORGAN ST FLT JAN10 EUR 11,000,000.00 99.87% MWD 0 01/15/10 EMTN EUR 3,000,000.00 99.86% 99.88% 2,996,400.00 MWD 0 01/22/09 USD 4,404,960.00 99.94% 100.03% 4,406,281.49 4,402,275.38 NYMPH 2002-1 M 3,243 EUR 2,000,000.00 100.18% 100.07% 2,001,400.00 2,003,645.77 OTE 0 11/13/06 EUR 1,250,000.00 99.98% 100.28% 1,253,500.00 1,249,774.65 PARGN 7X B1B EUR 1,500,000.00 100.76% 100.75% 1,511,250.00 1,511,386.23 PILLAR FOUNDING PLC 15SET2011 USD 3,450,552.97 100.00% 100.05% 3,452,278.25 3,450,552.97 99.88% 10,986,800.00 10,985,655.13 2,995,704.18 PREPS 2004-2 B1 EUR 1,000,000.00 100.00% 100.30% 1,003,000.00 1,000,000.00 PROMS COL-03 B EUR 2,000,000.00 100.49% 100.46% 2,009,200.00 2,009,800.00 PROVI A04-1 C EUR 1,250,000.00 100.00% 100.24% 1,253,000.00 1,250,000.00 PROVIDE FLOAT 27DEZ2039 EUR 1,910,029.51 99.70% 99.70% 1,904,299.42 1,904,213.13 PROVIDE FLOAT 28JUL2055 EUR 2,000,000.00 100.84% 100.83% 2,016,600.00 2,016,772.71 PRTP 0 10/22/07 EUR 4,000,000.00 100.09% 100.19% 4,007,600.00 4,003,498.91 RCI BANQUE FLOAT 17SET2007 EUR 1,000,000.00 100.54% 100.61% 1,006,100.00 1,005,394.60 RCI BANQUE FLOAT MAI2009 EUR 15,000,000.00 100.18% 100.18% 15,026,966.88 15,027,162.06 RMS 14X M2 3,597% 10JUN2036 EUR 2,000,000.00 101.38% 101.33% 2,026,600.00 2,027,544.75 SAECURE FLOAT 31AGO2070 EUR 2,000,000.00 100.83% 101.07% 2,021,400.00 2,016,579.24 SBERRU 0 10/24/06 USD 367,080.00 99.89% 100.50% 368,915.40 366,680.98 SLM FLOAT 26ABR2011 EUR 5,000,000.00 100.04% 99.87% 4,993,500.00 5,002,138.83 TEMPO 1 B EUR 2,000,000.00 100.55% 100.00% 2,000,000.00 2,010,970.52 Report and Accounts 181 Total Value Nominal EUR 04 Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR Total Quoted Total Balance Value Sheet Val. EUR EUR VOLKSWAGEN JAN 2007 EUR 6,000,000.00 100.00% 100.00% 6,000,000.00 VTB 0 06/22/06 USD 367,080.00 100.00% 100.07% 367,336.97 6,000,000.00 367,080.00 WINDM IIIX D EUR 2,517,831.85 100.40% 100.47% 2,529,665.66 2,527,902.58 Variable yield securities 79,935,097.90 84,590,238.48 Issued by residents 32,067,270.66 36,055,887.48 - Shares 6,582,467.51 7,815,783.97 1,000,615.00 EUR 1.00 1,000,615.00 2.89 2.98 2,981,832.70 2,891,495.64 20.00 EUR 5.00 100.00 1.00 1.00 20.00 20.00 360.00 EUR 1.00 360.00 4.80 6.75 2,430.00 1,727.00 CIPAN 24,841.00 EUR 1.77 43,984.61 1.77 2.37 58,873.17 43,984.61 DIDIER & QUEIROZ, S.A. 50,000.00 EUR 5.00 250,000.00 3.00 2.96 147,870.00 150,000.00 BANCO BPI SA BENFICA SAD BRISA - Nom (Priv.) EDP FUTEBOL CLUBE DO PORTO GALERIAS NAZONI IMOVALOR IMPRESA SGPS - NOM INAPA MACEDO & COELHO 124,350.00 EUR 1.00 124,350.00 2.68 2.23 277,290.40 333,495.33 23,000.00 EUR 5.00 115,000.00 3.32 2.54 58,420.00 76,295.93 750.00 EUR 1.00 750.00 9.98 4.99 3,741.00 7,481.96 19,890.00 EUR 4.99 99,251.10 14.12 15.66 311,477.40 280,766.85 23,648.00 EUR 1.00 23,648.00 6.23 5.80 137,158.40 147,416.48 416,372.00 EUR 5.00 2,081,860.00 5.58 2.75 1,145,023.00 2,323,029.37 188.00 EUR 4.99 938.12 0.33 0.03 5.64 62.04 PORTUGAL TELECOM 18,495.00 EUR 1.00 18,495.00 9.05 9.10 168,304.50 167,367.59 PT MULTIMÉDIA 10,250.00 EUR 0.50 5,125.00 11.33 18.49 189,522.50 116,165.00 REAL SEGUROS 2,116.00 EUR 5.00 10,580.00 107.76 46.91 99,261.26 228,014.49 SC BRAGA SAD 20.00 EUR 5.00 100.00 16.14 1.16 23.20 322.81 SEMAPA SGPS 58,265.00 EUR 1.00 58,265.00 3.97 4.10 238,886.50 231,162.05 SONAE SGPS 556,000.00 EUR 1.00 556,000.00 0.92 1.07 594,920.00 509,981.69 61,547.00 EUR 5.00 307,735.00 4.99 2.72 167,407.84 306,995.14 TERTIR - Terminais Portugal 182 ’07 Documentation Attached to the Financial Statements Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR - Quota-shares PRETÓRIA - VIAGENS E TURISMOS LDA Total Quoted Total Balance Value Sheet Val. EUR EUR 475,603.80 475,603.80 5,736.18 EUR 1.00 5,736.18 1.00 1.00 5,736.18 5,736.18 469,867.62 EUR 1.00 469,867.62 1.00 1.00 469,867.62 469,867.62 ART INVEST 310,880.00 EUR 1.00 310,880.00 5.00 5.01 1,556,203.10 1,554,400.00 BANIF ESTRATÉGIA AGRESSIVA 498,570.00 EUR 1.00 498,570.00 2.78 2.81 1,400,532.99 1,387,869.31 BANIF IMOGEST PORTICENTRO LDA - Participation units 25,009,199.35 27,764,499.71 499,090.00 EUR 25.94 7,402,183.00 29.16 BANIFUNDO ESTRATÉGIA AGRESSIVA 24,975.00 EUR 5.00 124,875.00 5.00 2.85 71,151.28 BANIFUNDO ESTRATÉGIA CONSERVADORA 79,927.00 EUR 5.00 399,635.00 5.00 5.11 408,450.95 399,635.00 BANIFUNDO ESTRATÉGIA EQUILIBRADA 49,951.00 EUR 5.00 249,755.00 5.00 4.17 208,205.76 249,755.00 BANIFUNDO EURO ACÇÕES FUNDO CAPITAL DE RISCO CAPVEN 30.92 15,432,923.11 14,551,575.40 124,875.00 1,299,278.00 EUR 5.00 6,496,390.00 5.00 2.25 2,929,222.25 6,496,390.00 600.00 EUR 5,000.00 750,450.00 5,000.00 5,004.18 3,002,509.92 3,000,000.00 0.00 Issued by non-residents 47,867,827.23 48,534,351.00 - Shares K FORCE UNIÃO BANCOS BRASILEIROS TELE NORDESTE CELULAR-CM RC 224,139.22 USD 0.01 37.61 5.08 8.15 40,745.91 25,375.16 6,000,000.00 BRL 0.00 16,482.61 0.01 0.00 11,287.24 71,566.11 2,298.00 BRL 0.27 631.28 0.00 0.00 2.57 2.07 300,000.00 BRL 0.27 82,413.05 0.12 0.32 97,103.49 36,877.20 1,500.00 EUR 1.00 1,500.00 50.00 50.00 75,000.00 75,000.00 9,247,146.75 9,145,754.85 AGGRESSIVE STRATEGY FUND 5,000.00 USD 73.42 367,080.24 72.60 75.45 377,246.82 362,983.56 BALANCED STRATEGY FUND 7,500.00 USD 73.42 550,620.37 83.39 86.14 646,038.03 625,421.19 BRAZILIAN BOND FUND 15,000.00 USD 73.42 1,101,240.73 73.28 73.15 1,097,271.20 1,099,207.62 BRAZILIAN EQUITY FUND 5,000.00 USD 73.42 367,080.24 88.75 93.43 467,153.58 443,729.00 CIA SIDERURGIA PAU PRF SHOTGUN PICTURES - Participation units Report and Accounts 183 208,820.53 5,000.00 04 Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR USD 73.42 1,101,240.73 75.23 76.71 1,150,698.34 USD 73.42 734,160.49 88.29 92.51 925,084.61 882,938.01 15,000.00 EUR 100.00 1,500,000.00 107.05 110.41 1,656,213.00 1,605,785.25 Type of Securities Currency Quantity Denomination BRAZILIAN MONEY MARKET FUND 15,000.00 CONSERVATIVE STRATEGY FUND 10,000.00 EUROPEAN BOND FUND EUROPEAN EQUITY FUND EUROPEAN MONEY MARKET FUND FINE ART FUND PORTUGAL EQUITY FUND Total Quoted Total Balance Value Sheet Val. EUR EUR 1,128,501.61 5,000.00 EUR 100.00 500,000.00 95.00 76.98 384,924.00 475,000.00 12,000.00 EUR 100.00 1,200,000.00 102.40 104.52 1,254,204.00 1,228,808.25 1.00 USD 0.73 0.73 734,160.00 734,160.00 734,160.00 734,160.00 5,000.00 EUR 201.00 351,500.00 111.84 114.95 574,770.00 559,220.35 11,475,418.58 100.00% 100.00% 11,475,418.58 11,475,418.58 - Other securities 39,179,775.63 39,179,775.63 ATLANTES Nº2 CLASS D NOTES EUR ATLANTIS CERTIFICATES Nº1 EUR 2,970,740.00 100.00% 100.00% ATLANTIS mortgage nº1 EUR 12,942,979.89 100.00% 100.00% 12,942,979.89 12,942,979.89 MADRAGOA EXPEDIÇÃO SGPS - A EUR 166,667.00 120.83% 120.83% 201,378.74 201,378.74 MADRAGOA EXPEDIÇÃO SGPS - B EUR 166,667.00 120.83% 120.83% 201,378.74 201,378.74 MADRAGOA EXPEDIÇÃO SGPS - C EUR 166,666.00 120.83% 120.83% 201,377.53 201,377.53 AZOR MORTGAGES PUBLIC LIMITED CO, EUR 10,000,000.00 100.00% 100.00% 10,000,000.00 10,000,000.00 MONEY FUND SBGH USD 1,186,502.15 73.42% 2,970,740.00 1,186,502.15 1,186,502.15 Subordinated securities 2,409,896.14 2,397,256.88 - Medium and long term 2,409,896.14 2,397,256.88 1,250,000.00 BAYER HIPO 05MAI2014 73.42% 2,970,740.00 1,250,000.00 EUR 1.00 1,250,000.00 100.00% 101.00% 1,262,500.00 20,000.00 EUR 0.00 99.76 97.20% 100.00% 99.76 96.96 100.00 EUR 0.60 60.00 66.82% 99.21% 59.53 40.09 OB CAIXA SUB, BCP/1995-2005 74,819,685.00 EUR 0.01 748,196.85 99.99% 100.00% 748,196.85 748,156.45 OB CAIXA SUB. ESSI/1996-2006 8,000.00 EUR 49.88 399,040.00 99.98% 100.00% 399,040.00 398,963.38 BANCO TOTTA & ACORES 07/06 CAIXA ECO MONTEPIO GERAL 12/06 184 ’07 Documentation Attached to the Financial Statements Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR D FINANCIAL FIXED ASSETS 83,532,043.65 82,336,596.96 Participating interests - In other companies in Portugal AMBELIS Total Quoted Total Balance Value Sheet Val. EUR EUR 6,747,576.25 5,552,129.55 6,732,740.01 5,541,133.14 400.00 EUR 50.00 20,000.00 49.88 0.00 0.00 19,951.92 87,860.00 EUR 5.00 439,300.00 5.74 20.28 1,781,704.98 503,980.41 DA MADEIRA, LDA 800.00 EUR 5.00 4,000.00 4.99 7.77 6,212.64 3,990.38 FINANGEST 526.00 EUR 5.00 2,630.00 1,017.55 675.51 355,316.84 535,230.10 SIBS- SOC INTERBANCARIA DE SERVIÇOS, SA 103,436.00 EUR 5.00 517,180.00 4.30 6.41 663,363.03 444,897.88 497,370.03 CABO TV MADEIRENSE SA CENTRO DE EMPRESAS E INOVAÇÃO UNICRE- CARTÃO INTERNACIONAL DE CRÉDITO, SA 24,335.00 EUR 5.00 121,675.00 20.44 20.28 493,531.67 VIA LITORAL, SA 4,750.00 EUR 5.00 23,750.00 166.64 145.20 689,692.92 791,547.50 HABIPRESE 5,000.00 EUR 5.00 25,000.00 250.00 250.00 1,250,000.00 1,250,000.00 ATLNTICO CLUBE INT. FÉRIAS AÇORES 250.00 EUR 4.99 1,247.50 4.99 0.00 0.00 1,246.99 66,000.00 EUR 5.00 330,000.00 5.39 5.39 355,543.14 355,543.14 COLISEU MICAELENSE, SA 83.00 EUR 0.50 41.50 0.60 0.60 49.88 49.88 TEATRO MICAELENSE, SA 83.00 EUR 0.50 41.50 0.60 0.60 49.88 49.88 NORMA AÇORES - SOC. EST. APOIO DESM REG., SA 10,000.00 EUR 5.00 50,000.00 4.99 4.99 49,879.79 49,879.79 SOGEO-SOC. GEOTERMICA DOS AÇORES, SA 24,529.00 EUR 5.00 122,645.00 4.99 4.99 122,350.14 122,350.14 2,000.00 EUR 5.00 10,000.00 5.49 5.49 10,973.55 10,973.55 BEIRA VOUGA 20,317.00 EUR 0.47 9,627.41 0.47 0.47 9,627.41 9,627.41 BEIRA VOUGA ACÇÕES PREFERENCIAIS 21,500.00 EUR 0.47 10,187.99 0.47 0.47 10,187.99 10,187.99 NOVA C. GRANDE HOTEL 50,300.00 EUR 3.66 184,255.94 3.66 3.66 184,255.94 184,255.94 EID 88,080.00 EUR 5.68 500,000.21 5.68 5.68 500,000.21 500,000.21 QUINTA DAS PANÇAS 38,997.00 EUR 6.41 250,000.00 6.41 6.41 250,000.00 250,000,00 CABO TV AÇOREANA, SA TRANSINSULAR (AÇORES)-TRANSP. M. INSUL, SA Report and Accounts 185 04 Type of Securities Currency Quantity Denomination Nominal Value EUR Total Value Nominal EUR Av. Acq. Value EUR Quoted Value EUR - In other companies abroad 14,836.24 10,996.41 11.00 EUR 12.27 135.00 957.77 1,306.79 14,374.66 10,535.52 206.00 EUR 1.00 206.00 0.92 0.92 189.94 189.25 1.00 USD 271.64 271.64 271.64 271.64 271.64 271.64 SWIFT EURONEXT N V Total Quoted Total Balance Value Sheet Val. EUR EUR BETA SECURITIZADORA Other financial holdings 21,496,860.40 21,496,860.41 - Shareholder loan contracts 14,640,625.00 14,640,625.00 VIA LITORAL EUR HABIPREDE - SOCIEDADE DE CONSTRUÇÕES, SA EUR 890,625.00 890,625.00 890,625.00 890,625.00 13,750,000.00 13,750,000.00 13,750,000.00 13,750,000.00 - Others 6,856,235.40 6,856,235.41 VISA EUR 14,963.94 1.00 1.00 14,963.94 14,963.94 TITULOS PATRIMONIAIS EUR 4,354,420.28 1.00 1.00 4,354,420.28 4,354,420.28 AÇÕES EMPRESARIAIS DE LIQUIDAÇÃO E CUSTODIA EUR 442,020.16 1.00 1.00 442,020.16 442,020.16 OUTROS INVESTIMENTOS EUR 44,831.02 1.00 1.00 44,831.02 44,831.02 CAPVEN EUR 2,000,000.00 5,000.00 5,000.00 2,000,000.00 2,000,000.00 - Capital holdings in affiliated companies excluded from consolidated accounts 55,287,607.00 55,287,607.00 ESPAÇO DEZ EUR COMPANHIA DE SEGUROS AÇOREANA EUR BANIF AÇOR PENSÕES EUR 1,617,939.00 1,617,939.00 INVESTAÇOR EUR 3,689,736.00 3,689,736.00 TOTAL 1,359.00 1,359.00 49,978,573.00 49,978,573.00 722,536,983.46 725,496,606.16 186 ’07 Documentation Attached to the Financial Statements 1.11 Intangible and tangible fixed assets Prior period balance Increases ACCOUNTS Gross Accrued deprec. INTANGIBLE FIXED ASSETS 48,606 37,798 Revaluations Acquisit. (net) 5,623 Goodwill 0 0 0 Formation costs 3,691 3,348 756 Depreciation for the period Transfers 8,740 Adjustm. Write-offs (net) Net as at 31.12.04 649 0 11,243 0 4,201 0 0 0 0 0 0 0 156 172 0 771 Costs 3,520 3,055 0 0 0 246 0 0 219 Research and development expenses 8,040 6,969 50 0 739 682 24 0 1,154 Software 33,186 24,341 4,817 0 3,462 7,640 453 0 9,031 Others 169 85 0 0 0 16 0 0 68 TANGIBLE FIXED ASSETS 189,796 71,220 18,897 0 1,770 10,309 (287) 625 128,596 Property in own use 96,891 1,529 638 0 641 2,349 (253) 441 94,104 Works in rented property 13,239 7,434 1,446 0 1,068 1,092 1 112 7,114 Other property 25 10 0 0 0 0 1 0 14 Equipment 72,738 58,135 16,758 0 61 6,431 (36) 72 24,955 Art works 690 9 0 0 0 0 0 699 Fixed assets acquired under finance leases – equipment 610 610 0 0 0 0 0 0 0 Other tangible fixed assets 5,603 3,502 46 0 0 437 0 0 1,710 FIXED ASSETS IN PROGRESS 13,965 11,200 0 (5,971) 73 4,471 14,650 Intangible fixed assets 10,277 6,051 0 (3,205) 0 4,471 8,652 Property 2,563 3,643 0 (1,709) 70 0 4,427 Equipment 262 1,332 0 (262) 0 0 1,332 Art works 0 0 0 0 0 0 0 Other tangible fixed assets 124 174 0 (56) 3 0 239 0 0 (739) 35,720 0 0 Prepayments for fixed assets 739 TOTAL 252,367 109,018 Report and Accounts 187 04 19,049 0 0 0 435 5,096 154,489 1.14 OTHER ACCOUNTS RECEIVABLE - BANKS AND CLIENTS OTHER ACCOUNTS RECEIVABLE - BANKS The balance for other accounts receivable from other banks breaks down as follows: Investments in banks in Portugal 2004 2003 Interbank money market and dep. cert. 32,000 19,578 Loans 37,442 17,419 Other investments 17,859 10,439 87,301 47,436 Investments in foreign banks Loans Other investments Gross balance Provisions Net balance 2004 2003 10,615 14,784 181,920 58,423 192,535 73,207 279,836 120,643 - - 279,836 120,643 Amounts in this account break down into the following residual terms to maturity: Up to 3 months 2004 2003 185,676 99,707 3 months to 1 year 70,720 6,686 1 year to 5 years 23,440 14,250 More than 5 years - - Indefinite duration - - 279,836 120,643 188 ’07 Documentation Attached to the Financial Statements ACCOUNTS RECEIVABLE – CLIENTS Trade discount Credit secured by effects Current account credits Overdrafts on current accounts Other credits Credits and interest accrued Gross balance 2004 2003 175,653 169,098 206,299 200,003 1,285,641 1,237,971 89,585 89,086 2,901,441 2,613,989 4,658,619 4,310,147 91,766 96,755 4,750,385 4,406,902 Provisions for credit, interest accrued, doubtful debts and country risk Net balance 75,474 63,615 4,674,911 4,343,287 Amounts in this account break down into the following residual terms to maturity: Up to 3 months 2003 1,863,841 3 months to 1 year 327,102 418,475 1 year to 5 years 921,583 454,771 1,578,025 1,573,060 More than 5 years Indefinite duration (Overdue credit) Report and Accounts 189 2004 1,831,909 04 91,766 96,755 4,750,385 4,406,902 1.18 FUNDS OBTAINED DEPOSITS BY BANKS The balance for deposits by banks breaks down as follows: 2004 2003 11,721 12,594 SIGHT In Portugal Abroad 7,562 3,215 19,283 15,809 TERM OR PRIOR NOTICE In Portugal Interbank Money Market 46,000 58,000 Term deposits and other funds 88,919 107,360 134,919 165,360 Abroad Term deposits and other funds 688,366 565,827 823,285 731,187 842,568 746,996 Amounts in this account break down into the following residual terms to maturity: Up to 3 months 2004 2003 507,096 515,979 3 months to 1 year 182,831 117,791 1 year to 5 years 152,641 113,226 More than 5 years - - Indefinite duration - - 842,568 746,996 190 ’07 Documentation Attached to the Financial Statements DEPOSITS BY CLIENTS The balance for Client deposits breaks down as follows: 2004 2003 Current Accounts 1,398,394 1,169,747 Deposit Accounts 2,178,695 2,357,564 218,459 166,765 Saving Accounts Cheques and Payment Orders Other Funds 3,359 2,457 60,684 10,150 3,859,591 3,706,683 Amounts in this account break down into the following residual terms to maturity: 2004 2003 Up to 3 months 2,393,264 2,311,489 3 months to 1 year 1,064,527 1,094,077 1 year to 5 years 258,727 199,560 More than 5 years 143,073 101,557 Indefinite duration - - 3,859,591 3,706,683 DEBITS REPRESENTED BY SECURITIES 2004 2003 Bonds in circulation 178,890 74,285 Deposit certificates 628,434 438,483 Report and Accounts 191 04 Amounts in this account break down into the following residual terms to maturity: Up to 3 months 3 months to 1 year 2004 2003 10,829 22,958 48,247 21,301 119,814 30,026 More than 5 years - - Indefinite duration - - 178,890 74,285 1 year to 5 years 1.21 DEBITS TO AFFILIATED/RELATED COMPANIES Within the scope of the consolidation operations, the following debits exist between subsidiaries (‘000 Euros): 2004 With: Total Total Banif, SA Banif Investimentos SGPS, SA 5,646 5,646 5,842 Banif (Açores) SGPS, SA 2,194 2,194 3 Banif Primus 312 312 211 From: BanifServ Debits to Clients 2 Debits Rep. by Securities 2003 Debits to Banks Subordinated Liabilities 2 Banif (Cayman) Ltd 933,283 933,283 Banif Leasing 2 2 Banif Crédito 7 Banif Gestão Activos Banif Banco de Investimento BCA 7 119 2,466 Banif Imobiliária 710,578 1,268 274,207 119 18 2,466 3,260 1,268 8,546 274,207 73,234 Banif Comercial SGPS, SA 219 219 566 Banif SGPS, SA 1,177 1,177 860 384 384 185 10 10 Sociedade Imobiliária Piedade 3 Banif Seguros SGPS Banif Mortgage Company 8,008 SIP NewCapital 1,219,513 13 13 1,796 1,221,309 811,314 192 ’07 Documentation Attached to the Financial Statements 2004 From: With: Debits to Banks Debits to Clients Debits Rep. by Securities 2003 Subordinated Liabilities Total Total Banif Investimentos SGPS, SA Banif (Cayman) Ltd Banif Primus 71,216 71,216 71,216 71,216 71,216 71,216 Banif, SA 1,616 1,616 866 Banif (Cayman) Ltd 14,966 14,966 8,263 BCA 5,900 5,900 Banif Banco Investimentos 16,582 BanifServ Banif, SA Banif (Cayman) 5,900 13,185 18,025 18,025 13,185 35,043 15,078 387 133 24,031 387 11,012 BIH 975 975 Banif Finance 549,224 549,224 Banif Primus 443 443 BIAM 45 574,085 Banif, SA 160,390 11,012 4,200 Banif Comercial SGPS 299 3,208 1,750 7,000 586,117 239,437 164,590 116,614 299 299 4,958 7,993 7,000 170,598 5,950 299 176,847 124,906 26,467 Banif, SA 31,708 31,708 BCA 998 998 998 32,706 32,706 27,465 Report and Accounts 193 224,226 45 1,020 Banif Banco de Investimento BCA 16,312 18,025 Banif, SA Banif Crédito 22,482 18,025 Banif Banco de Investimento Banif Leasing 2,000 5,183 04 2004 From: Banif Banco de Investimento With: Debits to Banks Banif, SA 22,886 BCA 1,483 Banif Gestão Activos Banif Cayman 2003 Subordinated Liabilities 18,380 Total Total 22,886 44,295 1,483 10,500 5,511 1,560 18,380 20,773 15 Newcapital 40 40 BIAM 275 275 Banif SGPS, SA BCA Debits Rep. by Securities 5,511 42,749 Banif Imobiliaria Debits to Clients Banif, SA 5,826 48,575 77,143 103,500 103,500 103,500 103,500 103,500 103,500 154,568 172,260 154,568 Banif (Açores) SGPS, SA 5 5 5 Banif (Cayman) Ltd 10,500 Banif Leasing 3 Banif Crédito Banif Banco de Investimento 8 Banif Comercial SGPS Banif SGPS, SA 154,576 FINAB Econofinance Banif (Cayman) Ltd Banif (Cayman) Ltd 5 5 40 40 40 50 154,626 182,813 141 141 171 141 141 171 Banif Inf. Tech. Holdings Banif Int, Holdings 8 5 258 258 255 258 258 255 1,321 1,321 1,424 1,321 1,321 1,424 Banif Securities Holding Ltd Banif (Cayman) Ltd 5,931 5,931 4,972 5,931 5,931 4,972 194 ’07 Documentation Attached to the Financial Statements 2004 From: With: Debits to Banks Debits to Clients Debits Rep. by Securities 2003 Subordinated Liabilities Total Total Banif Securities Inc Banif Securities Holding Ltd 3,671 3,671 3,959 3,671 3,671 3,959 11,400 46,500 43,100 Banif Comercial SGPS, SA Banif SGPS, SA BCA 35,100 12,000 12,000 Banif Investimentos SGPS Banif SA 1,064 4,000 16,000 Banif SGPS, SA 35,100 Banif Imobiliária 12,464 1,064 4,000 12,000 63,564 55,100 2,400 2,400 2,400 2,400 Banif Banco Investimentos SIP Banif, SA 1,133 248 Banif Imobilária 25 248 Banif Mortgage Banif SA Banif Financial Services Banif Rent Banif SA 25 10,026 1,859 273 2,099 15 15 10,041 10,076 10,076 Newcapital Banif Banco Investimentos 10,426 2,120 1,850 2,120 1,850 151,837 04 350 350 2,120 Banif Cayman 2,343,808 350 2,120 Report and Accounts 195 240 25 10,041 10,076 TOTAL 248 10,026 Banif Comercial Banif Finance 1,133 34,164 34,164 9,017 34,164 34,164 9,017 2,569,713 1,747,271 46,014 28,054 1.22 SUBORDINATED LIABILITIES The Banif Group’s account for subordinated liabilities refers to subordinated cash bonds and supplementary capital subscriptions (20,222 thousand Euros), amounting to 238,502 thousand Euros, of which 210,447 thousand Euros is outside the Banif Group. Subordinated cash bonds break down as follows: - On 9 December 1996 Banif – Banco Internacional do Funchal, SA, issued subordinated cash bonds of 24,940 thousand Euros represented by 2,493,989,488 certificates of 0,01 Euros each. The interest on these bonds matures at six month intervals and in arrears on 9 June and 9 December each year and were calculated for the 1st coupon on the basis of a rate of 7.25% and for subsequent coupons in accordance with the Lisbor rate resulting from the arithmetical average of the last 5 business days prior to the penultimate business day of the six months period, plus 0.25% and rounded up to 1/16 of the nearest percentage point. The loan is to be repaid at par in one instalment, on 9 December 2006 but may however be paid back in advance on the Bank’s option (call option), with authorization from the Bank of Portugal, on maturity of the 10th, 12th, 14th 16th or 18th coupons, with no premium on the amount repaid. - On 2 December 1997 Banif – Banco Internacional do Funchal, SA, issued subordinated cash bonds of 24,940 thousand Euros represented by 2.493.989.488 certificates of 0,01 Euros each The interest on these bonds matures at six month intervals and in arrears on 2 June and 2 December each year and were calculated for the 1st coupon on the basis of a rate of 5.75% and for subsequent coupons in accordance with the Lisbor rate resulting from the arithmetical average of the last 5 business days prior to the penultimate business day of the six months period, plus 0.30% and rounded up to 1/16 of the nearest percentage point. The loan is to be repaid at par in one instalment, on 2 December 2007 but 196 ’07 Documentation Attached to the Financial Statements may however be paid back in advance on the Bank’s option (call option), with authorization from the Bank of Portugal, on maturity of the 10th, 12th, 14th 16th or 18th coupons, with no premium on the amount repaid. - On 31 July 2000 Banif – Banco Internacional do Funchal, SA, issued subordinated cash bonds of 25,000 thousand Euros represented by 25,000 certificates of 1,000 Euros each The interest on these bonds matures at six month intervals and in arrears on 31 January and 31 July each year and were calculated for the 1st coupon on the basis of a rate of 5.648% and for subsequent coupons in accordance with the Euribor 6 months rate in force on the second business day prior to the beginning of each six month period, plus 0.75% and rounded up to 1/16 of the nearest percentage point. As from the 11th coupon, the interest rate will be the Euribor six month rate plus 1.15%. The loan is to be repaid at par in one instalment, on 31 July 2010 but may however be paid back in advance on the Bank’s option (call option), with authorization from the Bank of Portugal, on maturity of the 10th, 12th, 14th 16th or 18th coupons, with no premium on the amount repaid. - On 8 December 2000 Banif – Banco Internacional do Funchal, SA, issued subordinated cash bonds of 25,000 thousand Euros represented by 25,000 certificates of 1,000 Euros each The interest on these bonds matures at six month intervals and in arrears on 8 June and 8 December each year and were calculated for the 1st coupon on the basis of a rate of 5.701% and for subsequent coupons (up to the 10th coupon) in accordance with the Euribor 6 months rate in force on the second business day prior to the beginning of each six month period, plus 0.75% and rounded up to 1/16 of the nearest percentage point. As from the 11th coupon, the interest rate will be the Euribor six month rate plus 1.15%. The loan is to be repaid at par in one instalment, on 8 December 2010 but may however be paid back in advance on the Bank’s option Report and Accounts 197 04 (call option), with authorization from the Bank of Portugal, on maturity of the 10th, 12th, 14th 16th or 18th coupons, with no premium on the amount repaid. - On 16 July 2001 Banif – Banco Internacional do Funchal, SA, issued subordinated cash bonds of 12,500 thousand Euros represented by 12,500 certificates of 1,000 Euros each The interest on these bonds matures at six month intervals and in arrears on 16 January and 16 July each year and were calculated for the 1st coupon on the basis of a rate of 5.375% and for subsequent coupons in accordance with the Euribor 6 months rate in force on the second business day prior to the beginning of each six month period, plus 0.75%. The loan is to be repaid at par in one instalment, on 16 July 2011 but may however be paid back in advance on the Bank’s option (call option), with authorization from the Bank of Portugal, on maturity of the 10th, 12th, 14th 16th or 18th coupons, with no premium on the amount repaid. - Mundileasing/97 subordinated cash bonds, with a value of 3,741 thousand Euros issued on 6 June 1997 for a period of 10 years, variable rate, indexed to Lisbor + 0,30% and rounded up to 1/16 of the nearest percentage point; - BCA/98 subordinated cash bonds Variable Rate - 1998 - 2008 On 27 November 1998 BCA issued subordinated cash bonds with a value of 1,000,000 thousand PTE, represented by 100,000 certificates for 10,000$00 each. On 25 October 2001, this bond issue was redenominated, and the issue was from then on represented by 498,797,897 bonds with a nominal value of one cent, with a total value of 4,987,978.97 Euros. 198 ’07 Documentation Attached to the Financial Statements The interest on these bonds matures at six month intervals and in arrears on 27 May and 27 November each year and were calculated for the 1st coupon on the basis of a rate of 4.5% and for subsequent coupons in accordance with the Lisbor rate resulting from the arithmetical average of the last 5 business days prior to the penultimate business day of the six months period, plus 0.5% and rounded up to 1/16 of the nearest percentage point. The rates for the 2nd, 3rd, 4th, 5th, 6th and 7th coupons were 3.1875%, 4.0625%, 5.25%, 5.75%, 5.125% and 3.875% respectively. The loan is to be repaid at par in one instalment, on 27 November 2008 but may however be paid back in advance on the Bank’s option (call option), with authorization from the Bank of Portugal, on maturity of the 10th, 12th, 14th 16th or 18th coupons. - BCA/00 subordinated cash bonds Variable Rate - 2000 - 2010 – 1st Issue On 23 October 2000 BCA issued subordinated cash bonds with a value of 1,000,000 thousand PTE, represented by 100,000 certificates for 10,000$00 each. On 25 October 2001, this bond issue was redenominated, and the issue was from then on represented by 498,797,897 bonds with a nominal value of one cent, with a total value of 4,987,978.97 Euros. The interest on these bonds matures at six month intervals and in arrears on 23 April and 23 October each year and were calculated for the first five years of the loan at the Euribor 6 months rate in force on the second business day prior to the beginning of each six month period, plus 0.75% and rounded up to 1/16 of the nearest percentage point. As from the 11th coupon, and for the remaining lifetime of the loan, the interest rate will be the Euribor six month rate plus 1.15%. The interest rates for the 1st, 2nd, 3rd, 4th, 5th, 6th, 7th, 8th and 9th coupons were 5.847%, 5.369%, 4.249 %, 4.322%, 3.958%, 3.301%, 2.978%, 2.863% and 2.956%. Report and Accounts 199 04 The loan is to be repaid at par, in one instalment, on 23 October 2010, but may however be paid back in advance on the Bank’s option (call option), with authorization from the Bank of Portugal, on maturity of the 10th, 12th, 14th 16th or 18th coupons. - BCA/00 subordinated cash bonds Variable Rate - 2000 - 2010 – 1st Issue On 4 December 2000 BCA issued subordinated cash bonds with a value of 10,000,000 thousand Euros, represented by 200,000 certificates for 50 Euros each. The interest on these bonds matures at six month intervals and in arrears on 4 June and 4 December each year and were calculated for the first five years of the loan at the Euribor 6 months rate in force on the second business day prior to the beginning of each interest period, plus 0.75% and rounded up to 1/16 of the nearest percentage point. As from the 11th coupon, and for the remaining lifetime of the loan, the interest rate will be the Euribor six month rate plus 1.15%. The interest rates for the 1st, 2nd, 3rd, 4th, 5th, 6th, 7th, 8th and 9th coupons were 5.848%, 5.258%, 4.037%, 4.438%, 3.768%, 2.981%, 3.024%, 2.933% and 2.977%. The loan is to be repaid at par, in one instalment, on 04 December 2010, but may however be paid back in advance on the Bank’s option (call option), with authorization from the Bank of Portugal, on maturity of the 10th, 12th, 14th 16th or 18th coupons. - BCA/02 subordinated cash bonds Variable Rate - 2002 - 2012 On 25 September 2002, BCA issued subordinated cash bonds with a value of 10,000,000 thousand Euros, represented by 200,000 certificates for 50 Euros each. The interest on these bonds matures at six month intervals and in arrears on 25 March and 25 September each year and were calculated for the first five years of the loan at the Euribor 6 months rate in force on the second 200 ’07 Documentation Attached to the Financial Statements business day prior to the beginning of each interest period, plus 0.75% and rounded up to 1/16 of the nearest percentage point. As from the 11th coupon, and for the remaining lifetime of the loan, the interest rate will be the Euribor six month rate plus 1.15%. The interest rates for the 1st, 2nd, 3rd, 4th and 5th coupons were 4.022%, 3.247%, 2.929%, 2.775% and 2.981%. The loan is to be repaid at par, in one instalment, on 25 September 2012, but may however be paid back in advance on the Bank’s option (call option), with authorization from the Bank of Portugal, on maturity of the 10th, 12th, 14th 16th or 18th coupons. - Issue of subordinated cash bonds by Banif (Cayman), Ltd, wholly owned by Banif-Banco Internacional do Funchal, SA (with a value of 17,020 thousand Euros) on 15 June 1998 for a period of 10 years, variable rate, indexed at the Lisbor 6 month rate + 2.50%. The loan is to be repaid at par in one instalment, on 27 November 2008, and may be repaid in advance at the option of Banif (Cayman) (call option), in full or in tranches of 3,000,000 USD, as from maturity of the 10th coupon. - Cash bonds issued by Banif – Banco de Investimento, SA, Variable Rate – 2001 – 2011 – 1st Issue. On 29 June 2001, Banif – Banco de Investimento, SA, issued subordinated cash bonds with a value of 7,500,000 Euros represented by 7.500.000 certificates of 1 Euro each. The interest on these bonds matures at six month intervals and in arrears on 29 December and 29 June each year and were calculated for the first five years of the loan at the Euribor 6 months rate in force on the second business day prior to the beginning of each interest period, plus 0.75%. As from the 11th coupon (inclusive), and for the remaining lifetime of the loan, the interest rate will be the Euribor six month rate plus 1.15% Report and Accounts 201 04 - Cash bonds issued by Banif Securities Inc., variable rate 2005 On 26 July 2002 Banif Securities Inc., issued subordinated cash bonds with a value of 5,000,000 USD, with interest maturing quarterly and calculated at the Libor index rate for 3 months plus 1.5%. These bonds were held at the end of 2004 by Banif Securities Holding, Ltd.. - Cash bonds issued by Banif Finance, Ltd. Variable Rate 2004 / 2014 On 29 December 2004, Banif Finance, Ltd. issued subordinated cash bonds with a value of 50,000,000 Euros represented by 50.000 certificates of 1000 Euros each. The interest on these bonds matures quarterly and in arrears on 29 March, 29 June, 29 September and 29 December each year, starting on 29 March 2005, and is calculated for the first five years of the loan at the Euribor 3 months rate in force on the second business day prior to the beginning of each interest period, plus 0.80%. As from the 21st coupon (inclusive), and for the remaining lifetime of the loan, the interest rate will be the Euribor three month rate plus 1.30%. The loan is to be repaid at par, in one instalment, on 29 December 2014, but may however be paid back in advance on the Bank’s option (call option), with authorization from the Bank of Portugal, on any interest payment date as from maturity of the 20th coupon. The loan may also be repaid in advance for fiscal reasons (tax option), on any interest payment date by means of prior notice of 30 to 60 days to the hoond holders, if due to alteration of the laws applicable, Banif Finance is requirement to make additional payments and this cannot be avoided by taking reasonable measures. 202 ’07 Documentation Attached to the Financial Statements 1.25 MARKETABLE SECURITIES, INVESTMENT SECURITIES AND FINANCIAL HOLDINGS Securities are recorded as marketable securities when they are acquired with the intention of selling them in the subsequent six months and when there is no doubt as to their market liquidity, with a view to benefiting from potential gains on their disposal. Securities are recorded as investment securities when acquired with the intention of being kept for a period of more than six months. Securities initially recorded as marketable securities, but which are not disposed of within six months of acquisition, are also recorded as investment securities. Financial holdings comprise securities acquired with the objective of establishing a permanent presence in the institution, through holdings in related companies and other financial investments with the nature of fixed assets. Securities acquired with the intention of keeping them through to repayment are recorded as Securities held to Maturity. Report and Accounts 203 04 1.27 ACCRUALS AND DEFERRALS ASSETS 2004 2003 39,545 46,265 Expenses with deferred costs 32,484 17,963 Other accruals and deferrals 141,687 95,877 213,716 160,105 Income receivable LIABILITIES 2004 2003 11,091 11,067 Costs payable 29,303 41,784 Liabilities for holiday pay and subsidies 11,157 9,400 124,422 64,265 175,973 126,516 Revenues with deferred income Other accruals and deferrals 1.28 SECURITIES PORTFOLIO BONDS AND OTHER FIXED YIELD SECURITIES The composition of this account is detailed in the Inventory of Securities and Financial Holdings included in this report. The make-up of this account may be summarized as follows: 2004 2003 41,158 22,145 Bonds issued by public issuers: Portuguese public debt securities Bonds – other public issuers 2,033 2,109 Foreign public debt securities 46,201 39,236 89,392 63,490 Gross balance Provisions Net balance 10 13 89,382 63,477 204 ’07 Documentation Attached to the Financial Statements 2004 2003 Subordinated cash bonds 1,147 1,147 Other bonds, not mature 12,552 6,824 Commercial paper 13,387 16,433 Bonds issued by other issuers, residents: Other bonds, mature 437 24,841 Subordinated cash bonds 1,250 1,250 Other bonds, not mature 424,268 240,105 Commercial paper Gross balance Provisions - - 425,518 241,355 453,042 266,196 586 862 452,456 265,334 Own securities - - Subordinated cash bonds - - Net balance Report and Accounts 205 438 27,524 04 SHARES AND OTHER VARIABLE YIELD SECURITIES The composition of this account is detailed in the Inventory of Securities and Financial Holdings included in this report. In brief : 2004 2003 Shares, issued by residents 10,135 13,382 Participation units issued by residents 39,925 23,800 Shares, issued by non-residents 2,473 6,564 Participation units issued by non-residents 9,146 8,264 Other securities Gross balance Provisions Net balance 39,180 37,010 100,859 89,020 9,843 13,228 91,016 75,792 a) Differences, as at 31 December 2004, between the book value and nominal value of investment securities: Securities acquired at above par 3,031 thousand Euros Securities acquired at below par 330 thousand Euros b) Valuation differences for Bonds and other Fixed Yield Securities break down as follows, as at 31/12/04: Public Issuers - Residents OB,. TESOURO MÉDIO PRAZO 97-23/02/07 OT TESOURO 4,875% 07 gains losses 207 - - 10 OB. TESOURO MEDIO PRAZO 3% 2006 54 - OB TESOURO 1999-07/2009 17 - OB.GRA 1993/2005 – 1st Issue 36 - 314 10 206 ’07 Documentation Attached to the Financial Statements Securities maturing gains losses FNACINVESTE 91 - 388 COBRE 87 SÉRIE A - 25 ARGERG - 25 - 438 Other issuers – Residents gains losses PARTEST 98-08 - 2 SONAE IMOBILIARIA 98-05 - 3 BCPN 0 02/06/09 - 2 MODPLF FLOAT 18/03/09 - 1 CPDPPL 0 06/49 2 - 2 8 Public Issuers – Non-residents gains losses BUNDESSCHATZANW 2 06/17/05 1 - BUNDESSCHATZANW 4 1/4 03/12/04 2 - 3 - International Financial Organisations gains losses BEI/1996-2006 43 - BEI/1997-2007 35 - 78 - Other issuers – Non-residents gains losses PORTUGAL TELECOM INT FIN 05 - 9 USIMINAS 7 - GENL MOTORS ACCEPT CORP 07/05/05 - 2 AAB 0 09/16/11 - 4 ABN FLT 16SET11 - 2 Report and Accounts 207 04 Other issuers – Non-residents gains losses ALPHA 0 11/16/09 - 5 AMSTEL SEC. 15AGO2013 5 - 11 - AUTOSTRADE FLT JUN11 AZOR 1 C 4 - BANCAJA FONDO TIT ACT FLOAT 18ABR2035 6 - BANCO ITAU EUR FLOAT 24JUL06 2 - BBVA FLT JUN2016 1 - BCO BRADESCO 3,625% 3JAN2007 1 - BCP F BK FLT OUT09 1 - BEAR STEARNS FLOAT 30JAN2009 1 - BEAR STEARNS FLOAT OUT09 - 1 BK AMERICA FLT JUN11 7 - BNP PARIBAS 3,875% 27DEZ2006 3 - BOOT 0 10/19/07 EMTN 2 - BREBAN 0 11/03/06 - 1 BSC 0 01/30/09 7 - BSC 0 10/20/09 1 - CAMBER FLOAT 11FEV2052 - 6 CASTA 1 C - 2 CFC 0 11/24/08 2 - CIT 0 05/13/09 4 - CORSAIR JY FLT JUN07 2 - DAIMLERCHRYSLER FLOAT 2JUL07 1 - DCX 4 1/4 10/04/11 3 - DEU TEL FLT NOV09 - 8 DZ BANK CAP FUNDING FLOAT PERP 5 - EIRLES FLT OUT07 - 5 EMPOR 0 11/01/07 - 1 ESPSAN 0 10/08/09 2 - 208 ’07 Documentation Attached to the Financial Statements Other issuers – Non-residents EURO INVEST LTD 4% 31MAR2007 losses 3 - 58 - F 0 07/16/07 - 11 F 4 7/8 01/15/10 7 - F 5 3/4 01/12/09 - 1 FCE BK FLT SET09 - 30 FRENCH RES ASSET FLOAT DEZ43 6 - FRENCH RES ASSET FLOAT MAR43 12 - FRIES 0 05/27/11 - 1 GAMA FLT DEZ11 - 2 GE 0 05/04/11 - 8 GMAC FLT JUL05 - 2 GOLDMAN SACHS FLOAT 21OUT08 - 1 GRAN 2004-3 2C 3 - GS 0 10/21/08 5 - HBOS FLOAT PERPETUAL 1 - HERTZ FIN. JUL07 2 - HYPINT 0 02/23/07 5 - INVPLC 0 10/12/07 1 - ITAU 0 07/24/06 1 - ITAU FLT MAR07 7 - KONINKLIJKE KPN 21JUL2009 - 1 EIGER 1X C LADF III C1 12 LEEK FIN FLT MAR36 - LEHMAN B H ABR2011 - 2 MERRILL LYNCH FLOAT 22MAR11 - 10 METRO FLOAT OUT09 MIDGAARD FINANCE FLOAT 23ABR2029 MORGAN ST FLT JAN09 Report and Accounts 209 gains 04 1 3 - 10 - 2 - Other issuers – Non-residents gains losses MORGAN ST FLT JAN10 1 - MWD 0 01/15/10 EMTN 1 - MWD 0 01/22/09 4 - NYMPH 2002-1 M 3.243 - 2 OTE 0 11/13/06 4 - PILLAR FOUNDING PLC 15SET2011 2 - PREPS 2004-2 B1 3 - PROMS COL-03 B - 1 PROVI A04-1 C 3 - PRTP 0 10/22/07 4 - RCI BANQUE FLOAT 17SET2007 1 - RMS 14X M2 3,597% 10JUN2036 - 1 SAECURE FLOAT 31AGO2070 5 - SBERRU 0 10/24/06 2 - SLM FLOAT 26ABR2011 - 9 TEMPO 1 B - 11 WINDM IIIX D 2 - 248 140 Subordinated securities gains losses BAYER HIPO 05MAI2014 12 - 657 596 TOTAL PROVISIONS 210 ’07 Documentation Attached to the Financial Statements Valuation differences in variable rate securities break down as follows, as at 31/12/04 (‘000 Euros): Shares - Residents BANCO BPI SA BRISA - Nom (Priv.) CIPAN losses 90 - 1 - 15 - DIDIER & QUEIROZ, S.A. - 2 EDP - 56 FUTEBOL CLUBE DO PORTO - 18 GALERIAS NAZONI - 4 IMOVALOR 31 - - 10 INAPA - 1,178 PORTUGAL TELECOM 1 - IMPRESA SGPS - NOM PT MULTIMÉDIA REAL SEGUROS 73 - - 129 SEMAPA SGPS 8 - SONAE SGPS 85 - TERTIR - Terminais Portugal Report and Accounts 211 gains 04 - 140 304 1,537 Participation units - Residents ART INVEST BANIF ESTRATÉGIA AGRESSIVA BANIF IMOGEST gains losses 2 - 13 - 881 - BANIFUNDO ESTRATÉGIA AGRESSIVA - 54 BANIFUNDO ESTRATÉGIA CONSERVADORA 9 - BANIFUNDO ESTRATÉGIA EQUILIBRADA - 42 BANIFUNDO EURO ACÇÕES - 3,567 FUNDO CAPITAL DE RISCO CAPVEN 2 - 907 3,663 gains losses Shares – Non-residents K FORCE UNIÃO BANCOS BRASILEIROS CIA SIDERURGIA PAU PRF Participation units – Non-residents 15 - - 60 60 - 75 60 gains losses AGGRESSIVE STRATEGY FUND 14 - BALANCED STRATEGY FUND 22 - - 2 BRAZILIAN BOND FUND BRAZILIAN EQUITY FUND 23 - BRAZILIAN MONEY MARKET FUND 22 - CONSERVATIVE STRATEGY FUND 42 - EUROPEAN BOND FUND 50 - EUROPEAN EQUITY FUND - 90 EUROPEAN MONEY MARKET FUND 26 - PORTUGAL EQUITY FUND 16 - 215 92 212 ’07 Documentation Attached to the Financial Statements Other securities gains losses ATLANTES CERTIFICATES Nº1 CLASSE D NOTES (1) - 715 ATLANTES CERTIFICATES Nº2 CLASSE D NOTES (1) - 2,498 ATLANTIS MORTGAGE Nº1 (1) - 121 AZOR MORTGAGES PUBLIC LIMITED CO. - 1,130 - 4,464 Country risk CIA SIDERURGIA PAU PRF UNIÃO BANCOS BRASILEIROS 24 3 27 TOTAL PROVISIONS 9,843 (1) These losses reflect provisions created for securitised credit (live credit, doubtful debts and overdue credit) in accordance with Notice 3/95, of the Bank of Portugal. c) and d) As at 31/12/2004, marketable securities had an accounting value 356 thousand Euros higher than would derive from valuation on the basis of acquisition. The following associated amounts are recorded in Costs and Income: Positive revaluation differences in trading portfolio Negative revaluation differences in trading portfolio 361 5 356 Report and Accounts 213 04 1.31 OTHER ASSETS Debtors 2004 2003 35,655 40,494 Gold and other precious metals, coins, medals and other liquid assets Property not in own use Other investments Other financial fixed assets Gross balance 599 4,089 52,397 45,192 3,862 1,755 21,498 19,326 114,011 110,856 Provisions for other assets, property not in own use and other financial fixed assets Net balance 6,497 4,119 107,514 106,737 OTHER LIABILITIES 2004 2003 Sundry accounts payable 16,293 8,212 Creditors 37,764 22,734 1,467 433 Suppliers of fixed assets on finance leases Other liabilities - - 55,524 31,379 214 ’07 Documentation Attached to the Financial Statements 1.34 Information on the workforce of the Banif Group and professional categories is given in note 12. PERSONNEL COSTS Remuneration of Directors and Members of Audit Board 2004 2003 4,485 4,556 Remuneration of employees 56,627 52,240 Mandatory social charges 18,943 16,493 Other charges 1,828 1,973 81,883 75,262 1.38 BREAKDOWN OF INCOME This information is contained in Note 11 1.39 OTHER OPERATING COSTS AND INCOME AND EXTRAORDINARY GAINS OTHER OPERATING COSTS Donations and subscriptions Valuation costs Losses on disposal of fixed assets acq. through finance leases Others 2004 2003 535 513 - - 172 250 12,323 4,260 13,030 5,023 2004 2003 EXTRAORDINARY LOSSES Losses on disposal of fixed assets Prior period losses Others Report and Accounts 215 04 578 548 4,793 6,019 1,078 16,308 6,449 22,875 OTHER OPERATING INCOME Earnings from services Reimbursement of expenses 2004 2003 7,333 4,586 14,867 13,598 Property income 247 642 Gains on disposal of fixed assets acq. through finance leases 252 133 10,922 13,505 33,621 32,464 2004 2003 Other Income EXTRAORDIDARY GAINS Indemnity payments 460 98 Profits on disposal of property 359 4,895 Prior period profits 1,780 2,013 Others 2,220 4,616 4,819 11,622 1.43 The accounts of Banif SGPS, SA are consolidated with those of its parent company, which are in turn consolidated by Rentipar Financeira, SGPS, S.A., in its capacity as a Finance Company, as classified on 24 December 1997, by the Bank of Portugal. 1.48 SECURITIZATION OPERATIONS Four securitization operations have been effected to date: - Atlantes Finance No. 1: November 1999 - Atlantes Finance No. 2: May 2002 - Atlantes Mortgage No. 1: February 2003 - Azor Mortgages: November 2004 216 ’07 Documentation Attached to the Financial Statements Through these securitization operations, the risk associated with personal loans, leasing contracts and mortgage lending granted by the organizations involved has been transferred in full to the following vehicles: - Atlantes Finance No. 1, to the company Atlantes No. 1 Limited, based in Jersey - Atlantes Finance No. 2, to the company Atlantes Finance No. 2 Plc, based in Dublin - Atlantes Mortgage No. 1, to the company Atlantes Mortgage No. 1 Plc, based in Dublin - Azor Mortgages, to the company Azor Mortgages Plc, based Dublin. Azor Mortgages, concluded in November/04, was the first securitization operation of mortgage lending carried out by BCA (the second in the Banif Group), with a total value of 281 million Euros and a maximum duration of 43 years. A number of the features of this transaction (geographical concentration, seismic risk, the size of the operation and the fact that the originator is not rated) led to some difficulties in placement, but these were easily offset by the quality of the lending portfolio sold and the good practice followed by BCA, as borne out by the pricing obtained (of the 49 operations carried out in Portugal up to 31/12/04, only one had lower levels than Azor Mortgages). In structuring the Azor Mortgages operation, a number of features were included which give the originator a degree of flexibility, namely the possibility of replacing contracts, within certain limits, where, for commercial reasons, BCA decides to alter the respective basic conditions (amount, interest rate, index linkage, spread, duration, etc.), by others with the same characteristics of the contracts substituted. There is also a step-up date in September 2011, which allows, amongst other things for repayment of the operation. Report and Accounts 217 04 Operation “Atlantes no.1”, with a value of 200 million Euros, involved the transfer of personal loans by Banif – Banco Internacional do Funchal, SA (approx. 57.5 million Euros), Banco Comercial dos Açores, SA (approx. 32.1 million Euros) and Banif Crédito, SA (approx. 25.5 million Euros), and also the transfer of leasing contracts by Banif Leasing, SA (approx. 84.9 million Euros). The Atlantes no. 1 operation has a maximum duration of 9.5 years and a revolving period of 2.5 years, ending in May 2002, during which the organizations involved could transfer further personal loans and leasing contracts each quarter, replacing loans and contracts which had already been repaid. This option for reinstatement of the value of the credits and contracts transferred was subject to a series of conditions related to the characteristics of these credits and contracts and to maintenance of default and legal proceedings within upper limits defied in the respective documentation. It should be noted that this reinstatement option has been exercised by Banif Group companies in full. Operation “Atlantes no 2”, with a total value of 300 million Euros, involved the transfer of credits with a value of 150 million Euros, and involved the transfer of personal loans by Banif (approx. 65.4 million Euros) and Banco Comercial dos Açores (approx. 24.6 million Euros) and also the transfer of leasing contracts by Banif Leasing, SA (approx. 60.0 million Euros). The Atlantes no. 2 Operation also has a maximum duration of 9.5 years and a revolving period of 2.5 years, and the Banif Group did not exercise the option to transfer further credits of up to 150 million Euros, in order to reach the total operation value of 300 million Euros. As with Atlantes no. 1, the organizations involved in Atlantes no. 2 may, during the revolving period, transfer further personal loans and leasing contracts each quarter, replacing loans and contracts which had already been repaid. 218 ’07 Documentation Attached to the Financial Statements This option for reinstatement of the value of the credits and contracts transferred was subject to a series of conditions related to the characteristics of these credits and contracts and to maintenance of default and legal proceedings within upper limits defied in the respective documentation. Note that the possibility of additional sales of credit has been taken up in all cases by the organizations participating. In relation to the “Atlantes Mortgage No. 2” operation, and under the legislation in force, a Credit Securitization Fund was also created with the name Atlantes Mortgage Finance No. 2 Fundo, managed by Navigator – Sociedade Gestora de Fundos de Titularização de Créditos, SA, which acquired the mortgage lending from the transferors, and obtaining finance by selling participation units in the fund. In the “Atlantes Mortgage No. 1” operation, with a total value of 500 million Euros and a maximum duration of 33 years, only mortgage lending from Banif – Banco Internacional do Funchal, SA (“Banif”) was transferred. In relation to the “Atlantes Mortgage No. 1” operation, and under the legislation in force, a Credit Securitization Fund was also created with the name Atlantes Mortgage Finance No. 1 Fundo, managed by Navigator – Sociedade Gestora de Fundos de Titularização de Créditos, SA, which acquired the mortgage lending from the transferors, and obtaining finance by selling participation units in the fund. In order to obtain finance, the company Atlantes no. 1 Limited issued notes with a total value of 200 million Euros, and residual certificates (securities with a higher degree of subordination and unrated), with a nominal value of 16,768 million Euros. Report and Accounts 219 04 In order to obtain finance, the company Atlantes Finance no. 2 Plc also issued notes with a total value of 150.0 million Euros and residual certificates with a nominal value of 10,325 million Euros. In order to obtain finance, the company Atlantes Mortgage No. 1 Plc. also issued notes with a total value of 500 million Euros and residual certificates with a nominal value of 15.4 million Euros. The company Azor Mortgages Plc has also issued notes with a total value of 281 million Euros, and residual certificates with a nominal value of 10 million Euros. The companies Atlantes No. 1 Limited, Atlantes Finance No. 2 Plc and Atlantes Mortgage No.1 Plc. have no other business interests other than holding the personal loans, leasing contracts and mortgage lending sold by the Banif Group, meaning that payment of the capital and interest on the notes issued by these companies will depend solely on these investments and on the amounts obtained from the issue of residual certificates. As the credits are sold outright and without recourse, the Banif Group cannot be held liable for any default on these operations, save to the extent of the residual certificates which it holds. In relation to the 200 million Euros in notes issued by Atlantes No. 1 Limited, the agencies Standard & Poor´s and Fitch Ratings gave the following ratings: AAA: AA: A: 91% 5% 4% 220 ’07 Documentation Attached to the Financial Statements The notes rated “AAA” and “A” were issued at variable interest rates indexed to the Euribor 3 month rate, whilst the notes rated “AA” were issued at a flat rate. The company Atlantes Finance No. 2 Plc issued 150 million Euros in notes which were rated as follows by Standard & Poor´s, Moody’s e Fitch Ratings: S&P - AAA -A - BBB Moody’s Aaa A2 Baa3 Fitch AAA A BBB 93% 5% 2% All these rated notes were issued at variable interest rates indexed to the Euribor 3 month rate. The company Atlantes Mortgage No. 1 Plc issued 500 million Euros in notes which were rated as follows by Standard & Poor´s, Moody’s e Fitch Ratings: S&P - AAA -A - BBB - BB Moody’s Aaa A2 Baa2 Baa2 Fitch AAA A BBB BB 92.5% 4.5% 2.5% 0.5% All these rated notes were issued at variable interest rates indexed to the Euribor 3 month rate. Report and Accounts 221 04 The company Azor Mortgages Plc issued 281 million Euros in bonds which were rated as follows by Standard & Poor´s, Moody’s e Fitch Ratings: S&P - AAA -A - BBB Moody’s Aaa2 Aa2 Baa1 Fitch AAA A+ BBB+ 90.04% 6.76% 3.20% All these rated bonds were issued at a variable interest rate indexed to the Euribor 3 months rate. The rated notes issued by these securitization vehicles were placed in full by Deutsche Bank and Citigroup on the international financial markets, and at 31 December 2004 2 million Euros in bonds issued by Azor Mortgages were held in Banif Group companies trading portfolios. The residual certificates, on the other hand, are held in full by Banif Group companies, and their gross balance sheet value as at 31 December 2004 was as follows: - Atlantes Finance No 1.: - Atlantes Finance No.2: - Atlantes Mortgage No. 1: - Azor Mortgages: 2.97 million Euros 11.48 million Euros 12.94 million Euros 10.00 million Euros In addition to the Banif Group organisations already referred to, taking part in these securitization operations in the twofold capacity of transferors of the credits and servicers, on behalf of the companies Atlantes no. 1 Limited, Atlantes Finance no. 2 Plc, Atlantes Mortgage No. 1, Plc, Azor Mortgages Plc and Navigator – SGFTC, SA and Sagres – Sociedade de Titularização 222 ’07 Documentation Attached to the Financial Statements de Créditos, SA, this operation also involved participation by various organizations belonging to the Deutsche Bank Group, the Credit Suisse First Boston Group and Citigroup, in the capacity as purchasers, agents, payer agents, cash administrators, parties to swap contracts and trustees. In return for administrative services for management and collection of the credits to which these securitization operations relate, each Banif Group company transferring the loans or leasing contracts receives quarterly an annual servicing fee of 1% of the credits transferred, for personal loans and leasing contracts, and 0.15% per annum for mortgage lending. In recording these transactions and the related flows, the Banif Group companies have adopted the accounting principles and policies laid down by the Bank of Portugal, and as a result the assets transferred cease to be recorded in the balance sheets of the transferor companies and are recorded in current accounts. In the cases of Atlantes Finance No. 1, Atlantes Mortgage No. 1 and Azor Mortgages, the differences between the nominal value of the credits transferred and the transfer value has been recorded immediately under income. In the case of Atlantes Finance No. 2, capital gains have been deferred, over the lifetime of the operation, as the Bank of Portugal does not recognize this as an effective transfer. Provisions have been created for the assets transferred in accordance with Notice no. 3/95 and Instruction no. 27/2000 of the Bank of Portugal. In this context, as at 31 October 2004, the date of the last rollover prior to 31 December 2004, the securitization vehicle Atlantes no. 1, Limited had risks relating to personal loan contracts issued by Banif – Banco Internacional do Funchal, SA with a value of approx. 30 million Euros, transferred by: Report and Accounts 223 04 - Banif: - Banif Crédito: - Banif Leasing: - BCA: 7,50 million Euros 4,30 million Euros 13,60 million Euros 4,60 million Euros As at 31 December 2004, the date of the last rollover, the securitization vehicle Atlantes Finance No. 2 Plc had risks relating to personal loan contracts issued by Banif – Banco Internacional do Funchal, SA with a value of approx. 150 million Euros, transferred by: - Banif: - Banif Leasing: - BCA: 52,10 million Euros 45,00 million Euros 52,90 million Euros As at 31 December 2004, the securitization vehicle Atlantes Mortgage No. 1 Plc had risks relating to mortgage loans issued by Banif – Banco Internacional do Funchal, SA with a value of approx. 413.65 million Euros. As at 31 December 2004, the securitization vehicle Azor Mortgages Plc had risks relating to mortgage loans issued by BCA with a value of approximately 277.18 million Euros. In relation to the Atlantes Finance No. 1, Atlantes Finance No. 2. Atlantes Mortgage No. 1 and Azor Mortgage securitization operations, a total of six interest rate swaps have been contracted with Deutsche Bank AG, Credit Suisse First Boston and Citigroup (floating rate for floating rate), two for each operation. The notional values for these as at 31/12/04 were as follows: - Atlantes Finance No. 1: - Atlantes Finance No. 2: - Atlantes Mortgage No. 1: - Azor Mortgages: 13.6 and 6.4 million Euros 104.4 and 45.6 million Euros 404.8 and 19.4 million Euros 268,4 and 8,8 million Euros 224 ’07 Documentation Attached to the Financial Statements 1.49 RETIREMENT AND SURVIVORS’ PENSIONS In accordance with the Vertical Collective Employment Agreement for the Banking Sector, Banif – Banco Internacional do Funchal, SA, has accepted full liability for the payment of retirement, disability and survivors’ pensions for its employees or their families, to complement the pensions paid by the national social security system. On 7 December 1989, with a view to financing its liabilities in this field, Banif – Banco Internacional do Funchal, SA, constituted an independent pension fund, in keeping with Decree-Law no. 396/86, of 25 November. This pension fund is managed by Banif Açor Pensões – Sociedade Gestora de Fundos de Pensões, SA. From 2001 onwards, these liabilities were hedged and the cost of contributions to the pension fund recognized in accordance with the new rules established in Notice 12/2001 of the Bank of Portugal, of 23 November. As at 31 December 2004, the fund covered a population of 47 pensioners and 1,435 employees. Taking into account the new accounting framework deriving from the adoption of the International Accounting Standards (IAS/IFRS) and the respective transitional rules applicable to the pension funds of banks as from 1/1/2005, in particular as regards the discount rate, and in view of the trend in market rates, the Bank decided to anticipate, in its financial statements as at 31 December 2004, the reduction in the discount rate assumed in the calculation of liabilities in respect of benefits promised, from 6% to 5.25%. Consequently, liabilities and the respective coverage stood as follows at year-end: Report and Accounts 225 04 Liabilities Current value of pensions payable 8,790 Current value of liability for past services 28,883 Total 37,673 Coverage of liabilities Value of pension fund Mathematical provision for income insurance Total 38,112 1,484 39,596 The current value of liabilities for future services, as at 31 December 2004, is 21,340 thousand Euros. In the financial year of 2004, the Bank recognized the following costs of hedging liabilities for retirement and survivors’ pensions: Cost of current services + 1,816 Cost of interest + 1,766 Expected income on Fund assets - 1,998 Total 1,584 The actuarial losses resulting from the alteration of the discount rate from 6% to 5.25%, as referred to above, amounting to 4,057 thousand Euros, were recorded under “Expenses with Deferred Cost”, in accordance with paras. 1 d) and 2 of Notice 12/2001, and these losses will be depreciated in accordance with the transitional rules which the Bank of Portugal is set to fix for transition to IAS/IFRS. In the course of 2004, the Pension Fund paid out pensions with a value of 553 thousand Euros, and received contributions of 3,990 thousand Euros, paid in cash. 226 ’07 Documentation Attached to the Financial Statements The total value of property making up the assets of the pension fund and which are used, under leases, either by the Bank or by companies in the same group, totals 5,454 thousand Euros. - The main actuarial and financial assumptions were: Actuarial valuation method: Unit Credit Projected (UCP) Discount rate: 5.25% Expected return on fund assets: 5.25% Expected rate of growth in salaries and other benef.: 3.00% Expected rate of growth in pensions: 2.00% Mortality table: TV 73/77 Disability table: EVK 80 Turnover table: Not applied Type of decrements used: Disability 3) art. 7 Notice 12/2001 Rates effectively recorded during the financial year:: Rate of return on value of pension fund: 6.50% Rate of growth in salaries and other benef.: 7.33% Rate of growth in pensions: -6.70% Mortality table: 2.10%o Disability table: 2.10%o Turnover table: 1.77% - In addition to the pension fund, there are two insurance contracts for life annuities to cover the retirement pension of one pensioner, taken out with insurance companies outside the group. The pension insured is fixed, paid 14 times a year, and is 40% reversible on the death of the pensioner under the terms of the pension plan, the respective annual increments being borne by the pension fund. Report and Accounts 227 04 In accordance with para. 1) e) of no. 2 of Notice 12/2001, as at 31 December 2003 the Bank recorded an accrued sum of 3,409.6 thousand Euros relating to actuarial losses resulting from differences between actuarial and financial assumptions used and the conditions effectively encountered, in a specific account for “Floating Values”, up to the limit of the “corridor” established in the said provision. The value of actuarial losses and gains in the previous year resulting from differences between actuarial assumptions and plan conditions and those resulting from differences between the actuarial and financial assumptions used and the conditions actually encountered, in excess of the corridor, amounting to 8,494.4 thousand Euros and 3,621.4 thousand Euros, respectively, were recorded in accounts for Revenues with deferred income and Expenses with deferred cost, and depreciated by 1/10 during the period (in Extraordinary results from prior periods – losses of 361 thousand Euros and gains of 849 thousand Euros). The value of actuarial gains in the period, amounting to 439 thousand Euros, was recorded as a credit in the account for Expenses with deferred cost. In accordance with the Vertical Collective Employment Agreement for the Banking Sector, Banco Comercial dos Açores, SA has accepted liability for payment of retirement, invalidity and survivors’ pensions to employees or their families, insofar as they are not covered by the national social security system. On 30 December 1988, with a view to financing its liabilities in this field, Banco Comercial dos Açores, SA, constituted an independent pension fund, in keeping with Decree-Law no. 396/86, of 25 November. This pension fund is managed by Banif Açor Pensões – Sociedade Gestora de Fundos de Pensões, SA. 228 ’07 Documentation Attached to the Financial Statements From 2001 onwards, these liabilities were hedged and the cost of contributions to the pension fund recognized in accordance with the new rules established in Notice 12/2001 of the Bank of Portugal, of 23 November. As at 31 December 2004, the fund covered a population of 219 pensioners and 416 employees. Taking into account the new accounting framework deriving from the adoption of the International Accounting Standards (IAS/IFRS) and the respective transitional rules applicable to the pension funds of banks as from 1/1/2005, in particular as regards the discount rate, and in view of the trend in market rates, the Bank decided to anticipate, in its financial statements as at 31 December 2004, the reduction in the discount rate assumed in the calculation of liabilities in respect of benefits promised, from 6% to 5.25%. Consequently, liabilities and the respective coverage stood as follows at year-end: Liabilities Current value of pensions payable 40,217 Current value of liability for past services 38,529 Total 78,746 Coverage of Liabilities Value of pension plan 67,255 Balance repayments plan (para. 1 c) Notice 12/2001) 5,064 Amounts payable 6,427 Total 78,746 The repayment plan provided for in para. 1 c) of Notice no. 12/2002 of the Bank of Portugal, relates to the shortfall in financing for liabilities for past service of employees in service as at 31 December 1994, expected to retire after 31 December 1997, and which is still recognized as a cost and financed in according with this payment plan, with fixed instalments over 20 years, ending on 31/12/2014. Report and Accounts 229 04 The accounts payable correspond to the non-financed part of liabilities as at 31 December 2004, in accordance with para. 5 of Notice 12/2001, which are recognized as a liability, under account 305 - Other Accounts Payable – Contributions to Pension Fund. The current value of liabilities for future services, as at 31 December 2004, was 26,604 thousand Euros. In the financial year of 2004, the Bank recognized the following costs of hedging liabilities for retirement and survivors’ pensions: + Cost of current service 1,522 + Cost of interest 3,580 - Expected income on Fund assets 3,269 + Balance Repayments Plan (para. 1 c) of Notice 12/2001) 342 + Cost of early retirement programmes 1,637 Cost of current service 3,812 In accordance with para. 2 1) e) of Notice 12/2001, the Bank recorded actuarial gains for the period deriving from differences between the actuarial and financial assumptions used and the conditions effectively encountered during the period, of 1,593 thousand Euros, in the account for Floating Values, the balance of which stood at 2,749 thousand Euros, as at 31 December 2004, within the limits of the “corridor” In accordance in para 1 e) of no. 2 of Notice 12/2001, the Bank recorded under “Expenses with deferred cost” the accrued liabilities deriving from 33 early retirement pensions which occurred during the period, amounting to 8,844 thousand Euros, of which it amortised approximately 1/10. In June 2004, having obtained authorization from the Bank of Portugal, the Bank wrote off against retained earnings a sum of 7,728 thousand Euros 230 ’07 Documentation Attached to the Financial Statements corresponding to the balance at that date in “Expenses with deferred cost” relating to early retirement pensions prior to 2004. The actuarial losses resulting from the alteration of the discount rate from 6% to 5.25%, as referred to above, amounting to 8,853 thousand Euros, were recorded under “Expenses with Deferred Cost”, in accordance with paras. 1 d) and 2 of Notice 12/2001, and these losses will be depreciated over five years, in accordance with the rules for transition to IAS/IFRS, as mentioned in the summary document on regulatory alterations issued by the Bank of Portugal. Coverage of these accrued liabilities, as at 31 December 2004, stood below the minimum value of financing provided for in Notice 12/2001, and the remainder was financed as at 3 January 2005. As at 31 December 2004, the balance for “Expenses with deferred cost” stood at 16,811 thousand Euros. In the course of 2004, the Pension Fund paid pensions with a value of 2,285 thousand Euros and received contributions of 12,559 thousand Euros, of which 2,501 thousand related to current contributions and 10,058 thousand related to extraordinary contributions. Contributions were paid in cash. The banks uses, on the basis of leases, property belonging to the Pension Fund, with a value of 8,690 thousand Euros. Report and Accounts 231 04 The main actuarial and financial assumptions used were: Actuarial valuation method: Unit Credit Projected (UCP) Discount rate: 5.25% Expected return on fund assets: 5.25% Expected rate of growth in salaries and other benef.: 3.00% Expected rate of growth in pensions: Mortality table: 2.00% TV 73/77 Disability table: EVK 80 Turnover table: Not applied Type of decrements uses: Disability 3) art. 7 Notice 12/2001 200112/2001 12/2001 Rates effectively recorded during the financial year: Rate of return on value of pension fund: 6.09% Rate of growth in salaries and other benef.: 4.64% Rate of growth in pensions: 2.13% Mortality table: 0.16% Disability table: 0.16% Turnover table: 0.47% 232 ’07 Documentation Attached to the Financial Statements 1.50 FINANCIAL HOLDINGS Holdings No Shares Market value Presumable Trading value Accrued Provisions Net Value Gains Losses 400 20 - 0 20 0 0 0 87,860 504 - 2,673 0 504 2,169 0 800 4 - 9 0 4 5 0 AMBELIS CABO TV MADEIRENSE S.A. CENTRO DE EMP.E INOVAÇÃO DA MADEIRA, LDA FINANGEST S.I.B.S.- SOC. INTERBANCARIA DE SERVIÇOS,SA UNICRE- CARTÃO INTERNAC. DE CRÉDITO, SA VIA LITORAL, SA ATLNTICO CLUBE INT. FÉRIAS AÇORES CABO TV AÇOREANA, SA Valuation Acquisition value 526 535 - 5 180 355 0 350 103,436 445 - 995 0 445 550 0 24,335 497 - 746 4 494 0 0 4,750 792 - 1,034 102 690 0 0 250 1 - 0 1 1 0 0 66,000 356 - 533 0 355 178 0 NORMA AÇORES- Soc. Est. Apoio Des. Reg., SA 10,000 50 - 75 0 50 25 0 SOGEO- Soc. Geotermica dos Açores, SA 24,529 122 - 184 0 122 62 0 TRANSINSULAR (Açores)- Transp. M. Insul., SA S.W.I.F.T. Habiprede 2,000 11 - 16 0 11 5 0 11 11 - 22 0 11 11 0 5,000 1,250 - 1,250 0 1,250 0 0 BEIRA VOUGA 20,317 10 - 14 0 10 4 0 BEIRA VOUGA ACÇÕES PREFERENCIAIS 21,500 10 - 15 0 10 5 0 NOVA C. GRANDE HOTEL 50,300 184 - 276 0 184 92 0 EID 88,080 500 - 750 0 500 250 0 QUINTA DAS PANÇAS 38,997 250 - 375 0 250 125 0 Report and Accounts 233 04 The valuation criteria used to account for financial holdings are those established in Notice 3/95, of 30 June and Notice 4/2002, of 30 June; The presumable vale of transaction is determined by multiplying the corresponding part of the net worth of the company in question by a factor of 1.5. There are no risk reduction instruments hedging the devaluation risks of these investments. 1.51 OTHER COMPLEMENTARY DISCLOSURES RELATING TO THE CONSOLIDATED ACCOUNTS a) CASH AND FUNDS WITH CENTRAL BANKS Portuguese notes and coins Foreign notes and coins Current accounts with the Central Banks 2004 2003 25,320 29,107 5,286 4,590 198,301 243,359 228,907 277,056 b) SIGHT DEPOSITS WITH BANKS Deposits with banks in Portugal Current accounts Accounts receivable Other deposits 2004 2003 5,861 6,574 33,636 37,872 - - 39,497 44,446 234 ’07 Documentation Attached to the Financial Statements Deposits with banks abroad Current accounts Accounts receivable Gross balance Provisions Net balance 2004 2003 45,002 39,452 1,810 1,433 46,812 40,885 86,309 85,331 43 43 86,266 85,288 c) ISSUE PREMIUMS Issue premiums expressed in the balance sheet of Banif SGPS, AS, the company which resulted from the change in the name of Banif – Banco Internacional do Funchal, SA, as referred to in the introductory note to chapter VII, and relate to issue premiums on capital increases by public deed of 26 July 1988, 31 January 1989, 02 September 1996, and 29 September 1998, of, respectively, 19,952 thousand Euros, 12,470 thousand Euros, 2,494 thousand Euros, 23,658 thousand Euros and from incorporation of reserves of 360 thousand Euros in the share capital, as a result of redenomination in Euros. d) The company has no outstanding debts to the State, the social security authorities or other public bodies. 2. The valuation criteria used for the different items in the consolidated accounts, and the methods for calculating provisions and depreciation, together with conversion method used for figures originally expressed in foreign currency, are detailed in point 1.3. Report and Accounts 235 04 3. GOODWILL Calculations effected to determine “Goodwill” The account for “Goodwill” in the consolidated balance sheet reflects the net contribution to the Banif Group of companies included by means of the full consolidation method, corresponding to the difference between the book value of the holding in the share capital of each company and the proportional share in the respective Shareholders’ Funds and Retained Earnings, determined when first consolidated. Goodwill breaks down as follows (in ‘000 Euros): GOODWILL Empresa – Filial Gross Assets Depr. Net Banif Leasing - Soc. Locação Fin. Liabilities 188 FINAB– Int. Corp. Management Services, Ltd 3 Banif Securities Holding, Inc 2 Banif Investimentos SGPS, SA 4,722 Banco Comercial Açores 1,265 Banif Rent Banif Banco de Investimento, SA 27 755 755 0 Banif (Brasil) 21 4 17 Banif Int. Holdings 21 8 13 Banif Financial Services Banif Açores SGPS Banif Imobiliária, SA Sociedade Imobiliária Piedade, SA Banco Comercial dos Açores 1 0 1 1,574 572 1,002 20 20 0 200 60 140 8,794 15,355 6,561 Banif Crédito 9 9 0 Banif Primus 8,890 4,100 4,790 Banif Gestão Activos 36 7 29 Com. Açores San José 26 5 21 26,908 12,101 14,807 6,207 236 ’07 Documentation Attached to the Financial Statements The Goodwill for Banif Açores SGPS, is determined as follows: Detail of Goodwill in Banif (Açores), SGPS, SA This difference results from the reorganization of the Banif Group, which resulted in the sale of the holdings of Banif (Açores), SA in Banco Comerical dos Açores, S.A. and Companhia de Seguros Açoreana, SA, meaning that the Goodwill on the 1st consolidation on that date should be considered. Movements were accordingly made in the equity accounts, as detailed below: Share capital at the date of the 1st Consolidation Retained Earnings at the date of 1st Consolidation 25,075 - 641 24,434 Investment cost Goodwill on 1st consolidation Share capital at the date of 2nd Consolidation Retained earnings at the date of the 2nd Consolidation 23,021 1,413 25,075 -7,567 17,508 10% of Shareholders’ Funds 1,750 Investment cost 1,911 Goodwill of 2nd consolidation Total 161 1,574 The Goodwill for Banif Açores SGPS will be depreciated over 20 years, with depreciation of 79 thousand Euros imputed to the financial year of 2004. Report and Accounts 237 04 The Goodwill in Banco Banif Primus, SA was calculated as follows: Share capital at date of 1st consolidation (51%) 17,264 Reserves at date of 1st consolidation (51%) 358 Retained earnings at date of 1st consolidation (51%) - 97 Result for the period at date of 1st consolidation (51%) 612 18,137 51% of Shareholders’ funds Investment cost (51%) Goodwill on 1st consolidation Share capital at date of 2nd consolidation Reserves at date of 2nd consolidation Retained earnings at date of 2nd consolidation Result for the period at date of 2nd consolidation 9,249 16,172 6,923 16,336 416 1,239 17,991 15% of Shareholders’ funds 2,699 Investment costs (15%) 3,739 Fluctuation in values Goodwill on 2nd consolidation Share capital at date of 3rd consolidation Reserves at date of 3rd consolidation Retained earnings at date of 3rd consolidation Result for the period at date of 3rd consolidation 86 1,126 11,009 855 - 530 1,272 12,606 4% of Shareholders’ funds Investment costs (4%) Fluctuation in values Goodwill on 3rd consolidation 504 796 - 106 186 238 ’07 Documentation Attached to the Financial Statements Share capital at date of 4th consolidation Reserves at date of 4th consolidation Retained earnings at date of 4th consolidation Result for the period at date of 4th consolidation 9,426 729 1,191 -251 11,095 5% of Shareholders’ funds 567 Investments cost 661 Goodwill on 4th consolidation Share capital at date of 5th consolidation 94 8,739 Reserves at date of 5th consolidation 666 Retained earnings at date of 5th consolidation 735 Result for the period at date of 5th consolidation -101 10,039 9.13% of Shareholders’ funds Investment cost (9.13%) Goodwill on 5th consolidation Share capital at date of 6th consolidation 917 1,419 502 8,470 Reserves at date of 6th consolidation 696 Retained earnings at date of 6th consolidation 117 Result for the period at date of 6th consolidation 178 9,461 15.87% of Shareholders’ funds 1,501 Investments cost (15.87%) 1,560 Goodwill on 6th consolidation Total Goodwill 59 8,890 The Goodwill in Banco Banif Primus, SA will be depreciated over 10 years, with depreciation of 889 thousand Euros imputed to the financial year of 2004. Report and Accounts 239 04 Goodwill in Banco Comercial dos Açores, SA was calculated as follows: Goodwill on 1st consolidation (positive) 15,355 Goodwill on 2nd consolidation Increase in holding (74,202 thousand Euros X 5.56%) 4,126 Investment cost 3,284 New goodwill (negative) 842 Goodwill on 3rd consolidation Increase in holding (74,202 thousand Euros X 5.77%) 4,281 Investment cost 4,062 New goodwill (negative) 219 The negative goodwill was recognized under Income during 2002 Goodwill on 4th consolidation Increase in holding (89,574 thousand Euros x 25.59%) 22,922 Investment Cost 15,898 New goodwill (negative) 7,024 Amount recognized in negative goodwill 3,553 Amount recognized under income in 2003 3,471 The negative goodwill of 3,553 thousand Euros corresponds to future losses which refer to the extraordinary contribution to pension funds for early retirement and the shortfall in coverage of liabilities for past services of current employees as at 31.12.1994; in other words, this should be recognized as a income when the future expenses are recognized (in the financial year of 2004 a sum of 206 thousand Euros was recognized in the consolidated result). The figure of 3,471 thousand Euros is the surplus goodwill recorded as income in 2003. 240 ’07 Documentation Attached to the Financial Statements After recognition under retained earnings of future losses relating to the contribution to pension funds for early retirement pensions, made by Banco Comercial dos Açores in June 1994, as referred to in Note 1.49, the amount corresponding to the negative goodwill constituted in 2003, amounting to 2,082 thousand Euros, was consequently also recognized in reserves. In December 2004, the negative goodwill stood at 1,265 thousand Euros. The negative goodwill of Banco Comercial dos Açores, S.A. will be depreciated over twenty years, and depreciation in 2004 totalled 768 thousand Euros. Minority Interests The Minority Interests accounts refers to the proportional value of the shareholders’ funds in each of the companies included in the consolidated accounts by the full consolidation difference, corresponding to the part not held by the Banif Group. Report and Accounts 241 04 As at 31 December 2004 this account breaks down as follows: Minority Interests Subsidiary 2004 2003 Banif Primus 1,618 2,247 Banif Cayman 12,352 12,710 Banco Comercial dos Açores 14 2,055 FINAB 31 14 130 (15) 76,068 25,000 Banif Int. Holdings Banif Finance Banif Securities Inc 57 Econofinance (82) Banif Securities Holdings Banif Financial Services Banif Mortgage Company Banif Rent NewCapital 200 23 212 (154) 328 90,622 42,186 Revaluation Differences – Equity Method The account for Revaluation Difference – Equity Method results from the difference between the book value of the holding in the companies revalued under the equity methods and the value of the share they represent in the respective shareholders’ funds. 242 ’07 Documentation Attached to the Financial Statements The amount recorded in the consolidated balance sheet of the Banif Group for this item breaks down as follows: Equity Method Differences Banif Açor Pensões, SA Companhia de Seguros Açoreana, SA Espaço Dez - Sociedade Imobiliária, Lda Investaçor Gross Assets Deprec. Net 34 13 21 22 - - - 3,580 - 4 4 0 2,032 203 1,829 2,070 220 1,850 Liabilities 3,602 Revaluation differences – equity method are depreciated over the anticipated useful of the investments, which has been set at 10 years. 3. BANIF GROUP STRUCTURE The structure of the Banif Group, the respective organizational chart and changes in the course of 2004 are described in the chapter on Banif Group Operations of this Report. Report and Accounts 243 04 4. AFFILIATED/RELATED COMPANIES INCLUDED IN THE CONSOLIDATED ACCOUNTS Name and Registered Offices Percentage holding of Banif Group Affiliates holding the direct interest Banif Imobiliaria, SA Av. José Malhoa. Lote 1792 Lisboa 100% Banif SGPS, SA 100% 100% Banif Imobiliaria, SA 100% 100% A.C.E. Soc. Imobiliaria Piedade, SA Av. José Malhoa. Lote 1792 Lisboa Banifserv. ACE Rua de João Tavira. 30 Funchal (*) Banif Comercial SGPS, SA Av. José Malhoa. Lote 1792 Lisboa 100% Banif SGPS, SA 84.80% Banif Investimentos SGPS, SA 15.20% Banif Investimentos SGPS, SA Rua de João Tavira. 30 Funchal 100% Banif SGPS, SA 100% 100% Banif Comercial SGPS, SA 100% 100% Banif-Banco Internacional do Funchal, SA 100% 100% Banif Comercial SGPS, SA 100% Banif-Banco Internacional do Funchal, SA Rua de João Tavira. 30 Funchal Banif (Açores) SGPS, SA Rua Dr. José Bruno Tavares Carreiro Edifício Sol Mar - Ponta Delgada Banco Comercial dos Açores, SA Rua Dr. José Bruno Tavares Carreiro Edifício Sol Mar - Ponta Delgada 244 ’07 Documentation Attached to the Financial Statements Name and Registered Offices Percentage holding of Banif Group Affiliates holding the direct interest Comercial dos Açores, Inc 1645. Pleasant Street - Fall River Massachusetts - EUA 100% Banco Comercial dos Açores, SA 100% 100% Banco Comercial dos Açores, SA 100% 100% Banif Comercial SGPS, SA 100% 100% Banif Comercial SGPS, SA 100% 100% Banif Comercial SGPS, SA 100% Comercial dos Açores, Inc. 2B 33rd North Street - San José Califórnia - EUA Banif Leasing, SA Av. Columbano Bordalo Pinheiro Lt A – 81 2º Lisboa Banif Crédito SFAC, SA Av. Columbano Bordalo Pinheiro Lt A – 81 2º Lisboa Banco Banif Primus, SA Av. República do Chile. 230-9º Rio de Janeiro – Brasil Banif Primus Corretora Av. República do Chile. 230-9º Rio de Janeiro – Brasil 75% Banco Banif Primus, SA 75% 75% Banif Primus Corretora 100% 100% Banif Investimentos SGPS, SA 100% 100% Banif Banco de Investimento, SA 100% 100% Banif Investimentos SGPS, SA 100% Banif Primus Asset Management Av. República do Chile. 230-9º Rio de Janeiro – Brasil Banif Banco de Investimento, SA Rua Tierno Galvan, Torre 3 – 14º Lisboa Banif Gestão de Activos Rua Tierno Galvan, Torre 3 – 14º Lisboa Banif (Cayman) Ltd P.O. Box 30124 Georgetown Grand Cayman Report and Accounts 245 04 Name and Registered Offices Percentage holding of Banif Group Affiliates holding the direct interest FINAB Genesis Building. 3rd Floor PO Box 32338-SMB Georgetown. Cayman Islands. BWI 60% Banif (Cayman) Ltd 60% Banif Securities Holdings Ltd Genesis Building. 3rd Floor PO Box 32338-SMB Georgetown. Cayman Islands. BWI 100% Banif Investimentos SGPS, SA 100% 100% Banif Securities Holdings Ltd 100% 100% Banif-Banco Internacional do Funchal, SA 20% Banif Investimentos SGPS, SA 80% Banif (Cayman) Ltd 85% Banif Securities Inc 1001 Brickell Bay Drive Suite 1712 Miami. Fl. 33131 – USA Banif (Brasil), Ltd Alameda Jaú nº 389.14º sala 141 São Paulo – Brasil Banif Int. Holdings Genesis Building-3rd Floor Grand Cayman 85% Econofinance Av. República do Chile. 230-8º Rio de Janeiro – Brasil 100% Banif Securities Holdings Ltd 100% Banif Int. Holdings 100% Banif Financial Services Inc 1001 Brickell Bay Drive Suite 1712 Miami. Fl. 33131- USA 85% 246 ’07 Documentation Attached to the Financial Statements Name and Registered Offices Percentage holding of Banif Group Affiliates holding the direct interest Banif Mortgage Company 1001 Brickell Bay Drive Suite 1712 Miami. Fl. 33131- USA 85% Banif Int. Holdings 100% Banif SGPS, SA 100% Banif Seguros, SGPS Av. José Malhoa. Lote 1792 Lisboa 100% Newcapital Rua Tierno Galvan, Torre 3 – 14º Lisboa 60% Banif Banco de Investimento, SA 60% 100% Banif Banco de Investimento, SA 100% Banif International Asset Management Genesis Building, 3rd Floor P.O. Box 32338-SMB, Grand Cayman Cayman Islands Banif Rent Av. Columbano Bordalo Pinheiro Lt A – 81 2º Lisboa 70% Banif Comercial SGPS, SA 70% Banif Finance PO Box 1093 GT, Queensgate House South Church Street, George Town Grand Cayman 100% Banif-Banco Internacional do Funchal, SA (*) A Banifserv – ACE is a joint venture by the following Banif Group companies: Banif – Banco Internacional do Funchal, SA 50.0% Banco Comercial dos Açores, SA 25.0% Companhia de Seguros Açoreana, SA 10.0% Banif Crédito 2.5% Banif Banco de Investimento, SA 2.5% Banif Gestão Activos 5.0% Banif Investimentos, SGPS, SA 5.0% Report and Accounts 247 04 100% 5. AFFILIATED/RELATED COMPANIES NOT INCLUDED IN THE CONSOLIDATED ACCOUNTS Name and Registered Offices Percentage holding of Banif Group Affiliates holding the direct interest Companhia Seguros Açoreana, SA Largo da Matriz. 45-52 Ponta Delgada 66.38% Banif Seguros, SGPS, SA 52.31% Banco Comercial dos Açores, SA 14.07% Banif Açor Pensões, SA R: Dr. José Bruno T. Carreiro Edifício BCA - 9º- Ponta Delgada 58.38% Banif Banco de Investimento, SA 47.57% Banco Comercial dos Açores, SA 10.81% Espaço Dez Av. Barbosa du Bocage. 83 a 85 - 5º Lisboa 25% Banif Investimentos SGPS, SA 25% InvestAçor Rua de Santa Catarina Ponta Delgada 48.38% Banif (Açores) SGPS BCA 40% 8.38% In accordance with Decree-Law 36/92, of 28 March, the structure and content of the consolidated accounts, together with the methods and criteria used, as fixed by the Bank of Portugal, with a view to providing a fair picture o the assets, financial affairs and results of the group of companies. This means that the accounts of the above companies are excluded from the consolidated accounts, given the different nature of their operations. 7. COMPANIES INCLUDED IN THE CONSOLIDATED ACCOUNTS BY THE PROPORTIONAL METHOD No companies have been included in the consolidated accounts by the proportional method. 248 ’07 Documentation Attached to the Financial Statements 8. ASSOCIATED COMPANIES There are no companies, other than those referred to in points 5 and 6, where the direct or indirect holding is greater than 20%. 9. The consolidated balance sheet includes 1,578,024 thousand Euros in debts where the residual maturity is greater than 5 years; none of these were contracted by the Banif Group. 10. Financial commitments accepted by the Banif Group, as reflected in memorandum accounts and not written off in the consolidation process, total 896,695 thousand Euros. Of these, 5,373 thousand Euros relate to commitments accepted in relation to payment of pensions. Report and Accounts 249 04 11. Breakdown of income statement accounts by business areas and geographical markets Business Area Corporate Finance Interest and equivalent income Commissions (income) and other inc. Payments Retail Commerc. and Banking Banking Settlements 106,556 65,521 Asset Custody Managem. 157,538 Others TOTAL 1,658 352,860 45,217 70,724 2,077 183,539 0 21,587 0 61,339 86,814 0 0 0 (419) 169,321 4,323 650 1,231 19,354 15,905 15,275 3,181 6,046 20,406 86,371 50 1,002 3,503 786 578 131 13,557 19,607 Commissions (cost) and other costs Earnings from securities Profits on financial operations Losses on financial operations Other taxes Brokerage (retail) 87,108 Interest and equivalent costs Financial Margin Trading and sales 1,885 1,885 106,167 106,167 95,010 95,010 66 542 4 1,151 1,522 226 47 93 180 3,831 4,257 34,687 225 76,039 100,411 14,471 3,003 5,953 6,250 245,296 Personnel costs 1,421 11,579 75 24,602 32,529 4,831 1,002 1,987 3,857 81,883 Other overheads 1,003 8,178 53 17,377 22,976 3,412 708 1,404 2,723 57,834 Result of Banking Operations 1,833 14,930 97 34,060 44,906 6,228 1,293 2,562 (330) 105,579 30,401 Banking Revenues Reinstatement and use of provisions 8,247 7,902 11,388 2,864 Provisions for the period 4,459 25,755 36,690 5,879 72,783 Depreciation for the period Operating result 365 2,973 19 6,317 8,352 1,240 257 510 991 21,024 1,468 15,745 78 9,890 11,252 4,988 1,036 2,052 (4,336) 42,173 (1,630) (1,630) Extraordinary gains (losses) Results in related companies not included in consolidated accounts Minority interests Pre-tax profits Tax on profits Net profit for the period 7,012 7,012 (1,630) (1,630) 45,903 1,468 15,745 78 9,890 11,252 4,988 1,036 2,052 (606) 275 2,949 15 1,852 1,993 934 194 384 0 8,597 1,193 12,796 63 8,038 9,259 4,054 842 1,668 (606) 37,306 250 ’07 Documentation Attached to the Financial Statements Geographical Markets Portugal Interest and equivalent income 304,329 Rest of E.U. Rest of Europe North America Latin America 11,773 36,758 Africa Rest of World Others TOTAL 352,860 Interest and equivalent costs 130,000 31,703 21,836 183,539 Financial Margin 174,329 (19,930) 14,922 169,321 Commissions (income) and other inc. 79,325 3,768 3,278 86,371 Commissions (cost) and other costs 10,037 5,177 4,393 19,607 1,212 21 652 1,885 Profits on financial operations 60,813 618 44,736 106,167 Losses on financial operations 48,792 360 45,858 95,010 1,910 231 1,690 3,831 254,940 (21,291) 11,647 245,296 Personnel costs 75,460 1,619 4,804 81,883 Other overheads 51,748 1,843 4,243 57,834 Result of Banking Operations127,732 (24,753) 2,600 105,579 Earnings from securities Other taxes Banking Revenues Reinstatement and use of provisions 28,614 1,787 Provisions for the period 71,229 834 720 Depreciation for the period 20,452 355 217 21,024 Operating result 64,665 (24,155) 1,663 42,173 Extraordinary gains (losses) (1,255) (375) 30,401 Minority interests Pre-tax profits Tax on profits Net profit for the period 72,783 (1,630) Results in related companies not included in consolidated accounts 7,012 7,012 (113) 1,749 16 (1,652) 63,410 (24,530) 1,663 45,903 8,092 81 424 8,597 55,318 (24,611) 1,239 37,306 Report and Accounts 251 Asia 04 12. At year end 2004, the workforce of the Banif Group divided into the following professional categories: 2004 2003 Senior Management 193 165 Technical Staff 542 546 Middle ranking staff 395 390 1.154 1085 Administrative Others Average annual workforce 44 40 2,328 2,226 2,303 2,217 The workforces of Companhia de Seguros Açoreana, SA and Banif Açor Pensões, SA (not included in the above figures) break down as follows : Companhia de Seguros Açoreana, SA Banif Açor Pensões, SA 2004 2003 580 581 2 2 582 583 13. No Banif Group companies are consolidated by the proportional method. 252 ’07 Documentation Attached to the Financial Statements 14. TAXATION Differences between taxation imputed to the financial year and previous two financial years and tax actually paid in relation to the same: Period Imputed TAX Paid Difference 2002 9,213 4,933 4,280 2003 4,109 2,736 1,373 2004 8,597 4,282 4,315 15. REMUNERATION OF DIRECTORS AND AUDITORS Total remuneration paid to the directors and auditors, considering the liabilities of directly and indirectly controlled companies in relation to directors and auditors, stood at 2,813 thousand Euros as at 31 December 2004. The directors of Banif SGPS, S.A. earned total remuneration of 2,755 thousand Euros, for performance of duties as directors of Banif SGPS, SA and subsidiaries. The members of the Audit Board of Banif (excluding the respective official auditors) earned remuneration of 58 thousand Euros for their duties as auditors of Banif – Banco Internacional do Funchal, SA, and Banco Comercial dos Açores, S.A.. There are commitments of 5,373 thousand Euros deriving or contracted in relation to retirement pensions for former members of the above boards. No credits have been granted to the members of these boards, other than those resulting from personnel policies and for welfare reasons. Report and Accounts 253 04 16. No credits have been granted to the members of these boards, other than those resulting from personnel policies and for welfare reasons. 17. a) FORMATION OF CONSOLIDATED RESULTS The Banif Group’s consolidated results were formed as follows: 2004 2003 Banif SGPS, SA 15,819 10,765 Banif Comercial SGPS, SA 15,126 12,219 Banif Investimentos SGPS, SA 2,477 (9) (13) (25) Banif – Banco Internacional do Funchal, SA 20,512 23,190 Banco Comercial dos Açores, SA 10,246 5,040 7,233 6,718 Banif Seguros SGPS, SA Companhia de Seguros Açoreana, SA Banif Banco de Investimento, SA 1,788 2,271 Banif (Açores) SGPS, SA 2,045 1,966 Banif (Cayman) Ltd 2,692 354 106 81 Banif Açor Pensões, SA Banif (Brasil), SA (3) 7 Banif Financial Services Inc 49 (26) Banif Gestão de Activos 1,529 758 Banif Imobiliária, SA 1,226 313 116 (69) Banif Int, Holdings Banif Mortage Company Banco Banif Primus 133 156 1,057 (237) Banif Securities Holding Ltd (492) (227) Banif Securities Inc (603) (351) Com. Açores – Fall River (7) (6) Com. Açores – San José 0 0 (20) (105) Econofinance SA 254 ’07 Documentation Attached to the Financial Statements 2004 2003 Espaço Dez (7) 116 FINAB 30 1 586 406 Banif Crédito SFAC, SA Banif Leasing, SA Sociedade Imobiliária Piedade 1,644 89 (15) (14) Banif Finance 1,218 (45) Banif Rent (342) (179) Newcapital 32 17 Banif Inter. Assent Management 13 5 InvestAçor (320) 0 83,855 63,179 Adjustments to net results of the Group Write-off of provisions Write-off of dividends and other intra-group operations Depreciation of goodwill Consolidated result Report and Accounts 255 04 (1,058) (1,418) (43,516) (34,690) (1,975) (1,713) (46,549) (37,821) 37,306 25,358 b) T R A N S I T I O N T O I N T E R N A T I O N A L F I N A N C I A L R E P O R T I N G S T A N D A R D (International Accounting Standards/International Financial Reporting Standards) In accordance with Regulations no. 1606/2002, issued by the Council and the European Parliament, on the application of international accounting standards, companies governed by the legislation of a Member State with securities listed on regulated markets in any Member State are required to present consolidated accounts in accordance with the IAS/IFRS (International Accounting Standards/International Financial Reporting Standards) adopted at European level, for financial periods starting on or after 1 January 2005. This requirements applies to Banif-SGPS, SA, the parent company of the Banif Group. The financial statements of the Banif Group, as at 31 December 2004, have been drawn up in accordance with accounting principles generally accepted in Portugal for the banking sector. This note sets out to describe the main aspects of the work carried out within the Banif Group with a view to preparing consolidated accounts under IAS/IFRS, and to disclose the main differences identified so far between the existing accounting policies and IAS/IFRS. The disclosures made in this note should not be regarded as an exhaustive analysis of all the differences between the current standards and the IAS/IFRS with a potential impact on the Banif Group’s individual or consolidated financial statements. Programme of Conversion to IAS/IFRS In order to adapt to the requirements of the IAS/IFRS, the Banif Group has decided to implement an integrated project, organized in two phases. 256 ’07 Documentation Attached to the Financial Statements The Needs Analysis Phase, carried out and completed in the second half of 2003, with help from an independent external consultant, consisted of a critical analysis of the principal qualitative impacts of introduction of the IAS/IFRS, in the light of existing procedures, with a High Level Action Plan being drawn up. This phase also involved training on IAS/IFRS aimed at accounts staff in the main Group companies. The Implementation Phase, which started in the second quarter of 2004 has been designed to carry out the tasks provided for in the High Level Action Plan, with the following main objectives: - overhaul of the Group’s Accounting Policies and Procedures Manual; - reformulation of the “Reporting Package” and consolidation instructions; - assessment and selection of the options permitted by IAS/IFRS, including the options for transition, as defined in IFRS 1 – First-time adoption of International Financial Reporting Standards; - analysis and implementation of alterations to various processes and administrative business models, and in the information systems of Group companies. - preparation of “pro forma” financial statements, with reference to the opening balance sheet at the transition date, 1 January 2004, and the end of each quarter of 2004, for the purposes of presenting consistent comparisons in the interim and annual financial statements for 2005, in keeping with IAS/IFRS principles. A project team has been set up to implement this, comprising various working parties as well as the team of external consultants which conducted the preliminary needs analysis. In view of the specific nature and complexity of the models for calculation and recognition of impairment losses in lending, which are to replace the regulatory provisions in the consolidated accounts, the Group has also contracted the services of a specialist external body. Implementation of the programme is being supervised by a steering committee, with representation from the executive board, where progress reports are periodically presented. Report and Accounts 257 04 The main impacts identified As stated above, this note does not seek to provide an exhaustive account of all the impacts which might derive from adoption of the IAS/IFRS, nor does it deal with differences in terms of disclosure, classification and presentation of the financial statements. For the purposes of this note, there is likewise no requirement or intention that the quantitative impacts be disclosed, given that work is still proceeding on quantification and validation tests and that, in theory, the options may yet be altered prior to publication of the first accounts prepared under the IAS/IFRS. From the analysis conducted, the main impacts on the Group’s financial statements may be felt in the following areas, amongst others: • Credit impairment Under the current rules, the Group creates provisions for lending in keeping with Bank of Portugal rules contained in Notice 3/95 and subsequent amendments. According to IAS 39, lending is to be valued at amortised cost and subject to impairment tests. The impairment loss corresponds in value to the difference between the book value of the credits and the present value of estimated future cash flows, discounted at the effective original interest rate of the contract. The calculation and recognition of impairment losses on lending is fairly complex and will only apply to the consolidated accounts, whilst at the same time the Bank of Portugal rules on the calculation of regulatory provisions will continue to apply to the individual accounts 258 ’07 Documentation Attached to the Financial Statements • Financial Instruments Under IAS 39, financial instruments are classified in one of the following categories: - Financial assets recorded at fair value through profit or loss (including those held for trading); - Held-to-maturity financial assets; - Loans and receivables; - Available-for-sale financial assets. Financial assets are carried at fair value (“the amount for which an asset may be exchanged, or a liability liquidated, between knowledgeable, willing parties in an arm’s length transaction”), except for “loans and receivables”, “held-to-maturity financial assets” and unlisted variable yield financial assets whose value cannot be reliably determined. These financial assets which are not carried at fair value should be recorded in the balance sheet at amortised cost and subject to impairment tests. In comparison with the accounting principles currently applicable, the following effects will be felt on the measurement and recognition of variations in the balance sheet value: - investment securities which are classified as “available-for-sale assets” will have the respective potential capital gains and losses recorded in reserves, except in the case of impairment losses, which will be recorded under results; - potential capital gains and losses on financial holdings, to be included in the category of available-for-sale assets, will be reflected in the balance sheet value against reserves; - all derivatives (hedges or embedded in other instruments) are recorded at fair value. Report and Accounts 259 04 The Group has classified its portfolios of securities and financial holdings in the IAS/IFRS categories in keeping with the respective investment strategies, with a view to application of the new measurement principles as from 1 January 2005. • Derecognition of assets and consolidation of SPEs Under the PSCB rules, assets transferred by the Group through securitization operations are derecognized (i.e. no longer recorded as assets in the balance sheet) provided the operation amounts to effective and fully transfer. According to IAS 39, assets are only derecognized when the entity loses control of the contractual rights attaching to the asset. The principles for derecognition of financial assets are applicable to transactions occurring after 1 January 2004. All the SPEs (Special Purpose Entities) with which the Group has relations have been analyzed in the light of the consolidation rules applicable to these entities (SIC 12), namely all the entities created in connection with the securitization operations already carried out. In most cases it was found that they meet the conditions for consolidation under the IAS/IFRS framework. • Property in own use and investment property The Group will opt in its consolidated accounts to value property in own use and investment property at fair value. In the individual accounts, the principles of the accounting model to be implemented by the Bank of Portugal shall apply. In relation to investment property, the option for measurement at fair value implies that capital gains and losses will be recognized directly in the income statement. 260 ’07 Documentation Attached to the Financial Statements In relation to property in own use, the option for fair value means that capital gains will be recorded in reserves and capital losses directly in the income statement. • Intangible assets Under the IAS/IFRS rules, the definition of intangible assets is tighter than that currently prevailing, and expenses which do not meet the new requirements will be recorded as costs for the year (for instance, advertising expenses, research and development, formation and reorganization costs, etc). • Employee benefits With the adoption of the IAS/IFRS rules, IAS 19 will regulate all accounting matters relating to the recognition of employee benefits, and in particular liabilities relating to retirement and survivor’s pensions, causing the provisions of Bank of Portugal Notice 12/2001 to be set aside. The main effects on the Group’s financial statements will results from: - the write-off, against reserves, of balances in for Fluctuation of Values (“corridor”) and deferred costs and income related to pensions at the transition date, due to the option for prospective application of IAS19; - the write-off, against reserves, of balances for deferred costs relating to early retirement pensions, which are currently depreciated over 10 years, and which in future will be recognized in the year in which the pensions are negotiated with the employees; - review of the actuarial and financial assumptions used in assessing liabilities and which will have to be adjusted in keeping with expectations and the estimated evolution of relevant variables. To this end, the Banif Group revised the discount rate on 31 December 2004, with a view to convergence with the principles established in IAS 19; Report and Accounts 261 04 - recognition of other long term employee benefits, including health care benefits granted to employees at retirement age, length-of-service bonuses and death allowances. • Deferred taxes Under Bank of Portugal rules, it is not possible to recognize deferred tax assets. IAS 12 permits the recognition of deferred tax assets, to the extent to which it is probable that future taxable profits will permit such assets to be utilized. 262 ’07 Documentation Attached to the Financial Statements 2. STATEMENT OF CASH FLOWS 2.1 BANIF SGPS (INDIVIDUAL ACCOUNTS) (In thousand Euros) Dec-04 Dec-03 12,443 1. CASH FLOWS OPERATING ACTIVITIES 1.1 Operating Result Profit for the period 15,819 Depreciation in the period 79 86 Exceptional profits, net 290 7,104 16,188 19,633 1.2 Variations in Assets and Oper. Liabilities Increase in other assets (3,421) Variations in accruals and deferrals/asset side (10,691) (87,276) (1,443) Variations in accruals and deferrals/liabilities side 151 (2,363) Reduction in deposits by banks (100,000) Increase in deposits by clients 7,400 Increase in other liabilities 940 Total cash flows from Operating Activities 140,000 267 (5,621) (50,815) 10,567 (31,182) 2.CASH FLOWS INVESTING ACTIVITIES Variations in financial holdings 42,900 Total Cash Flows fromInvesting Activities 0 42,900 3. CASH FLOWS FINANCING ACTIVITIES Dividends distributed. financial year of 2003 (10,000) (7,500) Exceptional gains (290) (7,104) Total Cash Flows from Financing Activities (10,290) (14,604) 277 (2,886) 4. FLOWS OF CASH AND CASH EQUIVALENTS Opening cash and cash equivalents 940 Closing cash and cash equivalents 1,217 940 277 (2,886) Report and Accounts 263 04 3,826 2.2 BANIF SGPS (CONSOLIDATED Accounts) (In thousand Euros) Dec-04 Dec-03 25,358 1. CASH FLOWS OPERATING ACTIVITIES 1.1 Operating Result Profit for the period 37,306 Provisions for overdue credit 54,738 40,872 Other provisions 18,045 19,924 Depreciation in the period 21,024 19,577 Allocation for taxes 8,597 4,109 Exceptional profits, net 1,630 11,253 Minority interests 1,652 Result of companies not included in consoldated acc. (7,012) 1,267 135,980 (6,736) 115,624 1.2 Variations in Assets and Operating Liabilities Increase in investments in other banks (159,193) Reduction in investments in other banks 647,502 Increase in investments in securities (224,588) Increase in client lending (343,483) (131,669) Reduction in client lending 17,817 Increase in other assets (3,155) (19,831) Variations in accruals and deferrals - asset side (53,611) (63,035) Variations in accruals and deferrals - liabilities side 49,457 58,411 Increase in deposits by banks 95,572 Reduction in deposits by banks (633,906) Increase in deposits by clients 447,464 Increase in other liabilities 24,145 Total cash flows from Operating Activities 185,140 2,065 (167,392) 62,494 (31,412) 178,118 2. CASH FLOWS INVESTING ACTIVITIES Acquisition of fixed assets (35,721) (32,830) Disposal of fixed assets (net) 5,096 30,042 Adjustments to fixed assets 436 253 Variations in financial holdings (8,107) (16,813) Goodwill and revaluation differences - equity method/asset side (561) (2,175) Goodwill and revaluation differences - equity method/liabilities side (2,288) 1,760 Depreciation of goodwill and revaluation differences - equity method (207) (3) Deprec. for the period of goodwill-first consolidation (1,768) (1,714) Gains on disposal of fixed assets 359 (4,348) Minority interests 48,436 17,612 5,675 (8,216) 264 ’07 Documentation Attached to the Financial Statements 2. STATEMENT OF CASH FLOWS (cont.) 2.2 BANIF SGPS (CONSOLIDATED Accounts) (In thousand Euros) Dec-04 Dec-03 3. CASH FLOWS FINANCING ACTIVITIES Dividends distributed, financial year of 2003 (10,000) (7,500) Use and reinstatement of provisions (57,753) (55,119) Exchange rate variations in provisions (2) (129) Allocation to tax on profits for 2004 (8,597) (4,109) Results of companies excluded from consolidated acc. 7,012 6,736 Exceptional gains (1,989) (11,253) Subordinated liabilities 56,850 Other variations in shareholders’ funds 6,955 4,091 (21,434) (67,283) (47,171) 112,619 4. FLOWS OF CASH AND CASH EQUIVALENTS Opening cash and cash equivalents 362,387 Closing cash and cash equivalents 315,216 362,387 (47,171) 102,619 Report and Accounts 265 04 259,768 3. INCOME STATEMENT - BY FUNCTION 3.1 BANIF SGPS INDIVIDUAL (In thousand Euros) Dec-04 Dec-03 1. Financial margin (843) (3,384) 2. Provision for credit risks 0 0 3 . Net financial margin (843) (3,384) 4. Net commissions (121) (251) 5. Other net operating results (53) (326) 6. Service margin (174) (577) 7. Earnings from securities 17,175 9,960 8. Results of companies excluded from consolidation 0 0 9. Results of financial operations 0 0 10. Provisions for decpreciation of securities 0 0 11. Depreciation of goodwill 0 0 12. Operating result before transformation costs 16,158 5,999 13. Personnel costs 145 127 14. Other administrative costs 405 447 15. Depreciation 79 86 16. Transformation costs 629 660 17. Operating result 15,529 5,339 18. Other provisions 0 0 19. Results from disposal of financial holdings 0 0 20. Others extraordinary results 290 7,104 21. Result before tax and minority interests 15,819 12,443 22. Taxes 0 0 23. Minority interests 0 0 24. Net result 15,819 12,443 25. Result per share 0,40 0,31 Other earnings / Total earnings 105.1% 125.8% Transformation costs / Total earnings 3.8% 5.0% 266 ’07 Documentation Attached to the Financial Statements 3. INCOME STATEMENT - BY FUNCTION (cont.) 3.2 CONSOLIDATED ACCOUNTS (In thousand Euros) 1. Financial margin Dec-03 151,061 2. Provision for credit risks 44,413 38,948 3. Net financial margin 124,908 112,113 35,409 4. Net commissions 46,173 5. Other net operating results 16,760 25,263 6. Service margin 62,933 60,672 1,473 7. Earnings from securities 1,885 8. Results of companies excluded from consolidation 7,012 6,736 9. Results of financial operations 11,157 12,976 10. Provisions for decpreciation of securities (3,770) 3,571 11. Depreciation of goodwill 1,975 1,714 12. Operating result before transformation costs 209,690 188,685 13. Personnel costs 81,883 75,262 14. Ohter administrative costs 57,834 54,996 15. Depreciation 19,049 17,863 16. Transformation costs 158,766 148,121 17. Operating result 50,924 40,564 18. Other provisions 1,739 (1,423) 19. Results from disposal of financial holdings 0 0 20. Others extraordinary results (1,630) (11,253) 21. Result before tax and minority interests 47,555 30,734 22. Taxes 8,597 4,109 23. Minority interests (1,652) (1,267) 25,358 24. Net result 37,306 25. Result per share 0,93 0,63 Other earnings / Total earnings 32.5% 31.9% Transformation costs / Total earnings 63.3% 66.8% Report and Accounts 267 Dec-04 169,321 04 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’08 ‘ OUR COMMITMENT’ YOUR UNIVERSE Report on Corporate Governance Report and Accounts 04 ’08 Report on Corporate Governance CHAPTER 0 The following disclosures on Corporate Governance comply with the requirements of Regulations 7/2001 of the Securities Market Commission. CHAPTER 0 DECLARATION OF COMPLIANCE In accordance with Chapter 0 of the Annex to Regulations 7/2001 of the Securities Market Commission, information is provided below on the SMC corporate governance recommendations adopted and those not adopted. I – Disclosure of information 1. Because of the very small number of enquiries from investors, there is no investor support office, and the questions raised are answered directly by the Board of Directors or by the Company Secretary. II – Exercise of Voting Rights and Representation of Shareholders 1. Under the terms of article 17 of the Articles of Association, “Shareholders may attend and take part in General Meetings provided they comply with the general requirements of the law, and provided also that they register in their names, no less than 8 (eight) days (inclusive) prior to the date set for the respective meeting, shares entitling them to no less than one vote, such shares remaining listed or registered at least until the close of the General Meeting” (para. 3) and “Save in respect of resolutions on the amendment of the Articles of Association and the election of company officers, shareholders shall not exercise voting rights at General Meetings by means of postal votes” (para. 5). There is therefore deemed to exist a slight difference between the visions of para. 3 of article 17 of the articles of association in relation to the freezing of shares (8 days) and the provisions Report and Accounts 269 04 of para. 2 a) of the recommendations (maximum of 5 business days). In view of the content of article 17, para. 5, of the articles of association, transcribed above, the recommendation contained in para. 2 b) has not been adopted. With regard to para. 2 c) of the recommendations, the recommendation is adopted insofar as it has been determined that postal votes received up to the last business day prior to the holding of the General Meeting shall be accepted. A detailed explanation of the procedures for postal votes, without using pre-existing voting slips, is set out in the notice of general meetings, although no postal votes have yet been cast, meaning that the company has not regarded it necessary to provide voting slips. III – Company Rules 3. The company has a Risk Committee, as detailed below; the recommendation contained in item III 3 is therefore deemed to have been adopted. 4. No measures have been adopted to prevent the success of public takeovers. As provided for in article 17, para. 2, of the articles of association, each 100 shares carries one vote at the General Meeting, with no restrictions. The recommendation on this point is not therefore applicable. IV – Management Body 5. The recommendation contained in this item has been adopted. 6. The recommendation contained in this item has been adopted. 270 ’08 Report on Corporate Governance CHAPTER 0 (cont.) 7. In view of the company’s activity as a holding company, with no employees, no need has arisen for the creation of internal monitoring commissions to assess company structure and governance. 8. The remuneration of directors makes it possible to align their interests with those of the company. The individual remuneration of directors is not disclosed annually, as it is considered that the added openness which this might create would not compensate the drawbacks of such a move, and also that it is unlikely that this would permit effective assessment of the performance of each sector of the company. 9. This recommendation has not been adopted in full in view of the situation explained in Chapter I, item 9, below. 10. Not applicable given that no share allocation or share option schemes have been established. V – Institutional Investors Not applicable. Report and Accounts 271 04 CHAPTER I DISCLOSURES 1. Company Structure As shown in the holdings diagram for the Banif Group at the beginning of the Report and Accounts for 2004, Banif SGPS, SA controls 3 holding companies: Banif Comercial SGPS, SA, Banif Investimentos SGPS, SA and Banif Seguros, SGPS, SA, which function essentially as sub-holdings for commercial banking, investment and insurance business, respectively. The Board of Directors of Banif SGPS, SA includes members of the Board of Directors of the main Group companies, in the 3 business areas referred to above, ensuring co-ordination and centralised management of the companies in the Banif Group. Accordingly, a number of Committees and Offices have been created, answerable to the Board of Directors, and comprising directors of the various Group companies, as shown in the following diagram: 272 ’08 Report on Corporate Governance CHAPTER I (cont.) Banif SGPS, SA Structure - Corporate Governance Banif SGPS, SA Board of Directors Technical and Administrative Office Media and Image Office Strategic Planning and Budget Committee Risc Committee Procurement Committee Cross Selling Committee 2. Specific committees No specific committees have been created in the company. 3. Risk control system The risk control system in the Banif Group has over the years been the responsibility of the bodies set up in its various member companies, and this has increasingly been regarded as an activity of strategic and overall importance. A Risk Committee has been set up with the objectives of applying the risk strategy and policies approved by the management bodies for the Group. Report and Accounts 273 04 The “Basle II Programme” has been set up with a view to adaptation to the terms of the new capital framework. This has led to various project teams being created, dealing with specific risks (lending, market and operational), supported by specialist staff. These teams draw on employees of the Group’s financial entities, and share the same sources of know-how and working methods, which are designed to achieve the objectives defined in a coherent manner. This Programme has been a major driving force behind the adoption of advanced risk management methods, notably the application of RAROC, and the strategic management of capital and transfer prices. Also in relation to ALM management, preparations are underway for creating a team to set up an ALCO committee for the Group. Another project in this field which will contribute to greater procedural and methodological integrity with regard to risk, within the Group as a whole, is centred on the conceptual model of determining losses through credit impairment. This project is currently being developed, and will seek to standardize criteria, procedures and analyses, making credit information more coherent and consistent. This will be achieved through the choice of a set of data based on the best choice of practices followed by different Group companies, in line with the guiding principles enunciated by International Standards. 274 ’08 Report on Corporate Governance CHAPTER I (cont.) The ongoing need for an exchange of information for analysis of credit impairment at group level leads to additional use of synergies and develops interaction between the staff of the different institutions making up the Group, including those located abroad, thereby contributing to the cohesion and unity of the Banif Group. 4. Quoted share prices The shares representing the capital of Banif SGPS, SA have been quoted on the official Euronext Lisboa market (formerly known as the Lisbon Stock Exchange), since November 1992. On 1 April 2002, as a result of the reorganization of the Banif Group implemented on this date, the company name of the entity with shares quoted on this market was changed to Banif – SGPS, SA. In the course of 2004, 40 million ordinary, nominal and book-entry shares were listed on the market with a unitary par value of 5 Euros in Banif - SGPS, SA, the entity with the status of “company with capital open to public investment”. Shares in Banif –SGPS, SA were traded at 175 of the 259 normal sessions of Euronext Lisbon. A total of approximately 465 thousand shares were traded during the year, with a value of approximately 2.9 million Euros, corresponding to an average of approximately 1.8 thousand Banif shares being traded daily. Stock market capitalisation of listed shares in Banif – SGPS, SA stood at 274 million Euros as at 31 December 2004, representing 0.24% of stock market capitalisation of shares listed on the official Euronext Lisbon market as at the same date. Report and Accounts 275 04 On 26 February and on 11 August advertisements were published disclosing the consolidated results for 2003 and the 1st half of 2004, respectively. The consolidated results for the 1st and 3rd quarters of 2004 were published on 30 April and 18 November 2004, respectively. The following graph shows the quoted prices of shares in Banif compared with the PSI index for the financial brokerage sector (PSI Index 209) from 2 January 2004 to 4 February 2005. QUOTED PRICES OF SHARES IN BANIF SGPS, SA COMPARED WITH INDEX FOR THE FINANCIAL SECTOR (DAILY RATES) 7.0 2.500 6.8 2.400 2.300 6.4 2.200 6.2 Index Banif Listed Price 6.6 2.100 6.0 5.8 2.000 5.6 1.900 01-04 02-04 03-04 04-04 05-04 06-04 07-04 08-04 09-04 10-04 11-04 12-04 01-05 02-05 BANIF SHARES PSI INDEX FIN. SERV. 276 ’08 Report on Corporate Governance CHAPTER I (cont.) 5. Dividend distribution policy As from 22 April 2004, in keeping with the resolution adopted by the General Meeting of Shareholders of 29 March 2004, a gross dividend per share of 0.250 Euro, in relation to the financial year of 2003, was placed at the disposal of shareholders, with shares without voting rights being traded as from 19 April. The net value of this dividend was 0.2125 Euro per share, when held by residents, and 0.1875 Euro per share, when held by non-residents. The following table shows the main indicators relating to the market performance and value of Banif shares over the last five years, against the benchmark of consolidated accounting values: (In Euros) 31-12-2000 31-12-2001 31-12-2002 31-12-2003 No. of shares issued 30,000,000 30,000,000 40,000,000 40,000,000 40,000,000 No. of shares listed 30,000,000 30,000,000 30,000,000 40,000,000 40,000,000 Price (€) 7.01 6.40 4.89 6.10 6.85 Market capitalisation (‘000 €) 210,300,0 192,000,0 146,700,0 244,000,0 274,000,0 Net result per share (€) 0.5664 0.6694 0.5217 0.6340 0.9327 Cash flow per share (€) 1.8700 2.2993 2.0831 2.3981 3.0064 Book value per share (€) 7.9508 8.2608 7.7197 8.1919 8.6707 Listed price/book value (PBV) 0.88 0.77 0.63 0.74 0.79 Listed price/cash flow (PCF) 3.75 2.78 2.35 2.54 2.28 Listed price/net earnings per share (PER) 12.38 9.56 9.37 9.62 7.34 Gross dividend per share (€) 0.3000 0.3000 0.2500 0.2500 0.3500 0.2975 Net dividend per share (€) 0.2250 0.2400 0.2000 0.2125 Gross dividends/net result 53.00% 44.80% 35.90% 39.40% 37.5% Divid. per share/Av. book value 3.84% 3.70% 3.13% 3.14% 4.15% Dividend per share/Av. price 3.85% 4.57% 4.22% 5.09% 5.69% Report and Accounts 277 31-12-2004 04 6. Share allocation or share option schemes No such schemes have been instituted in the company. 7. Transactions and operations with company officers, holders of qualifying holdings and related companies As stated in the Corporate Governance Report for the previous financial year, it was resolved on 18/12/2003 to request Rentipar, SGPS, SA, holder of a qualified holding in the capital, to provide finance of up to € 20,000,000.00, for short term cash needs, as from 30 December 2003, maturing up to one year, at the quarterly EURIBOR interest rate plus 1.25%, the interest being calculated daily on the principle and paid quarterly. This financing was reclassified during 2004 as finance obtained as a shareholder loan (suprimentos). A further shareholder loan of € 5,000,000.00 was obtained from the shareholder Rentipar Financeira, SGPS, SA, starting on 29 December 2004, at the quarterly Euribor interest rate plus 1.25%. 8. Investor Support Office There is currently no office with specific responsibility for investor relations. When necessary, support is provided directly by the Board of Directors or through the company secretary. The company’s internet site is at www.grupobanif.pt. The representative for market relations is Dr. Carlos David Duarte de Almeida, Vice-Chairman of the Board of Directors. 278 ’08 Report on Corporate Governance CHAPTER I (cont.) 9. Remuneration Committee The Remuneration Committee elected for 2003-2005 comprises Rentipar, SGPS, SA, Vestiban – Gestão e Investimentos, SA and Renticapital – Investimentos Financeiros, SA. These companies are represented by Dra. Teresa Henriques da Silva Moura Roque, Dr. Carlos Gomes Nogueira and Mr. Vítor Hugo Simons. Dra. Teresa Henriques da Silva Moura Roque is next of kin of Comendador Horácio da Silva Roque, Chairman of the Board of Directors. 10. Annual remuneration paid to the auditor As per the following table. ERNST & YOUNG- AUDITOR ANNUAL REMUNERATION BY TYPE OF SERVICES AND COMPANIES GROUP COMPANY Total Statutory audit services % Other assurance services Tax consultant services % Banif SGPS 104,910.00 97,160.00 93% BanifServ 9,400.00 9,400.00 100% 7,750 7% Banif Comercial SGPS 15,901.00 15,901.00 100% Banif. SA 278,563.00 57,500.00 21% Banif (Açores) SGPS 2,575.00 2,575.00 100% 15% 180,063.00 65% Banco Comercial dos Açores 105,230.00 49,250.00 47% Banif Leasing 24,260.00 19,260.00 79% 48,000.00 46% 7,980.00 8% 5,000.00 21% Banif Crédito SFAC 19,430.00 12,880.00 66% 5,000.00 26% Banif Rent 28,920.00 10,300.00 36% 18,620.00 64% 1,550.00 8% 31,600.00 25% 32,927.00 27% 2,000.00 100% 232,270.00 27% 41,000.00 Banco Banif Primus 42,880.00 42,880.00 100% Banif Primus Corretora 13,832.00 13,832.00 100% Banif Seguros SGPS 14,040.00 14,040.00 100% Comp. Seguros Açoreana 123,327.00 58,800.00 48% Banif Investimentos SGPS 13,690.00 13,690.00 100% Banif Banco de Investimento 40,850.00 32,450.00 79% 8,400.00 21% Banif Gestão de Activos 9,850.00 6,250.00 63% 3,600.00 37% Banif Açor Pensões 2,000.00 Banif (Cayman) 25,000.00 25,000.00 100% TOTAL 874,658.00 481,168.00 55% 161,220.00 18% (Excluding VAT) Report and Accounts 279 04 Ernst & Young have established and internal control and monitoring system for policies established relating to independence, which take into account the independence rules in force in Portugal and internationally, the threats to independence and the respective safeguards. This policy establishes the services prohibited due to impact on the auditor’s independence. Compliance with these policies worldwide is monitored through intranet software entitled “Ernst & Young Global Monitoring System – GMS”. Each partner, manager and professional employee attests to his knowledge of this policy or alterations to it. Periodic training is provided on this policy. The fiscal consultancy services provided to the Banif Group included review of tax returns and help in matters relating to fiscal planning and advice on fiscal affairs. It should be noted that the services rendered are permitted in the light of the provisions of Recommendation of the European Commission no. C (2002) 1873, of 16 May 2002. In keeping with the policy established for the provision of these services, it was assured that no decisions were taken nor any part taken in adopting decisions on behalf of Banif SGPS, SA, or any of its subsidiaries, on fiscal or connected matters. 280 ’08 Report on Corporate Governance CHAPTER II CHAPTER II EXERCISE OF VOTING RIGHTS AND REPRESENTATION OF SHAREHOLDERS 1. Exercise of voting rights Under the terms of article 17, para. 1 of the Articles of Association, shareholders entitled to no less than one vote may attend the General Meeting. As stated in Chapter 0, Item II above, “Save in respect of resolutions on the amendment of the Articles of Association and the election of company officers, shareholders shall not exercise voting rights at General Meetings by means of postal votes” (article 17, para. 5 of the Articles of Association). 2. Postal vote form There is currently no pre-existing form for postal voting. 3. Electronic voting Electronic voting is currently not permitted. 4. Deposit or freezing of shares for the purpose of attendance of General Meetings Under article 17, para. 3 of the Articles of Association, attendance by shareholders of General Meetings and the respective exercise of voting rights is dependant on their registering in their name, no less than eight days prior to the date set for the meeting in question, shares entitling them to no less than one vote. Report and Accounts 281 04 5. Period between receipt of postal votes and the date of the General Meeting When postal votes are permitted, votes sent by registered letter with recorded delivery and received at the head offices of the company by 17.00 hours on the business day prior to the date of the general meeting are considered. 6. Number of shares corresponding to one vote Under article 17, para. 2 of the Articles of Association, shareholders are entitled to one vote for each one hundred shares. CHAPTER III COMPANY RULES 1. Company Code of Conduct Banif SGPS, SA does not have specific rules of conduct, in its exclusive capacity as holding company of the Banif Group. However, internal rules on professional ethics have been instituted in the main Group companies in the banking and insurance sectors. There are also Internal Regulations on Rules of Conduct in the Exercise of Securities Brokerage, defining rules and procedures to be followed in brokerage activities, established in the light of the rules in this field contained in the Securities Code and the Code of Conduct drawn up by the Portuguese Association of Banks. 282 ’08 Report on Corporate Governance CHAPTER III (cont.) 2. Internal risk control procedures Information on this item can be found in item 3 of Chapter I, above. 3. Measures which may interfere with the success of Takeover Bids There are no limits on the exercise of voting rights, except for the restricting on technical voting procedures referred to in Chapter II above, nor are there any restrictions on the transferability of shares, the special rights of any shareholders or shareholders’ agreements of which the company should be informed. Report and Accounts 283 04 CHAPTER IV MANAGEMENT BODY 1. Description a) The Board of Directors of Banif SGPS, SA currently comprises the following members: Chairman: Vice-Chairmen: Directors: Comendador Horácio da Silva Roque Dr. Joaquim Filipe Marques dos Santos Dr. Carlos David Duarte de Almeida Dr. António Manuel Rocha Moreira Dr. Artur Manuel da Silva Fernandes Dr. Artur de Jesus Marques Dr. José Marques de Almeida All members of the Board of Directors are executive directors. Under the terms of article 1, para. 1 of Regulations 7/2001 of the Securities Market Commission, the directors Comendador Horácio da Silva Roque and Dr. José Marques de Almeida are not considered independent, both being members of the Board of Directors of Rentipar Financeira SGPS, SA, the company controlling Banif SGPS, SA. Comendador Horácio da Silva Roque is also the holder of a qualifying holding of more than 10% in the company, under the terms of article 20 of the Securities Code. For the same reasons, Dr. Joaquim Filipe Marques dos Santos is also not considered independent, insofar as he holds paid office as Chairman of the General Meeting of Banif - Banco de Investimento, SA and also of Companhia de Seguros Açoreana, SA, which are Banif Group companies. b) Below we give a list of the offices held in other companies by members of the management body, such duties being performed within the scope of the Rentipar Financeira SGPS, SA Group, unless otherwise indicated: 284 ’08 Report on Corporate Governance CHAPTER IV (cont.) Comendador Horácio da Silva Roque A) Companies whose accounts are consolidated with those of Rentipar Financeira, SGPS, SA Chairman of the Board of Directors - Rentipar Financeira, SGPS, S.A. - Banif Comercial – SGPS, S.A. - Banif – Banco Internacional do Funchal, S.A. - Banco Comercial dos Açores, S.A - Banco Banif Primus, S.A. - Banif Primus – Corretora de Valores e Câmbio, S.A. - Banif - (Açores) - S.G.P.S., S.A. - Banif - Investimentos, SGPS, S.A. - Banif - Banco de Investimento, S.A. - Banif Securities Holding, Ltd. - Banif – Seguros, SGPS, S.A. - Companhia de Seguros Açoreana, S.A. - Renticapital - Investimentos Financeiros, S.A Chairman of the General Meeting - Banif Leasing, SA (representing Rentipar Financeira - SGPS, S.A) - Banif Crédito – Sociedade Financeira para Aquisições a Crédito, S.A (representing Rentipar Financeira- SGPS, S.A) - Banif Rent, S.A. - Banco Banif Primus, S.A. - Banif Primus – Corretora de Valores e Câmbio, S.A. - Banif Gestão de Activos – Sociedade Gestora de Fundos de Investimento Mobiliário, S.A. (representing Rentipar Financeira, SGPS, S.A.) - New Capital – Sociedade de Capital de Risco, S.A. (representing Rentipar Financeira, SGPS, S.A) - Banif Imobiliária, S.A (representing Rentipar Financeira - SGPS, S.A) - SIP – Sociedade Imobiliária Piedade, S.A. (representing Rentipar Financeira - SGPS, S.A) Report and Accounts 285 04 B) Other companies Member of the Board of Directors or management: - Rentipar Indústria, SGPS, S.A.- (Chairman) - Rentiglobo – SGPS, S.A. (Chairman) - Siet - Sociedade Imobiliária de Empreendimentos Turísticos Savoi, S.A (Chairman) - Soil – SGPS, S.A.- (Chairman) - Mundiglobo - Habitação e Investimentos, S.A - (Chairman) - Rentimundi - Investimentos Imobiliários, S.A - (Chairman) - Tivil – Sociedade Imobiliária, S.A. - (Chairman) - EMT - Empresa Madeirense de Tabacos, S.A – (Vice-Chairman) - Vitecaf - Fábrica de Rações da Madeira, S.A – (Vice-Chairman) - RAMA - Rações para Animais, S.A – (Vice-Chairman) - Aviatlântico – Avicultura, S.A. – (Vice-Chairman) - Fomentinvest – SGPS, S.A. – (Director) - Ronardo - Gestão de Empresas, Lda. – (Manager) Officer of the General Meeting: - Genius – Mediação de Seguros, S.A. – (Chairman) - Rentimedis - Mediação de Seguros, S.A – (Chairman) - EMT - Empresa Madeirense de Tabacos, S.A – (Chairman) - Vitecaf - Fábrica de Rações da Madeira, S.A – (Chairman) - RAMA - Rações para Animais, S.A – (Chairman) - Investaçor - S.G.P.S., S.A. (Chairman) - SIET - Sociedade Imobiliária de Empreendimentos Turísticos Savoi, S.A – (Vice-Chairman) 286 ’08 Report on Corporate Governance CHAPTER IV (cont.) Dr. Joaquim Filipe Marques dos Santos Chairman of the Board of Directors - Banif Leasing – Sociedade de Locação Financeira, SA - Banif Crédito, SFAC, SA - Banif Rent – Aluguer, Gestão e Comércio de Veículos Automóveis, SA - Banif - Banco Internacional do Funchal (Cayman), Ltd. - BanifServ - Empresa de Serviços e Tecnologias de Informação, ACE. - Banif Finance, Ltd. Chairman of the Executive Board and Vice-Chairman of the Board of Directors - Banif - Banco Internacional do Funchal, SA - Banco Comercial dos Açores, SA Vice-Chairman of the Board of Directors - Banco Banif Primus, SA - Banif Primus Corretora de Valores e Câmbio, SA - Banif Securities Holdings, Ltd. - Banif International Holdings, Ltd Member of the Board of Directors - Banif Investimentos SGPS, SA - Banif (Açores) Sociedade Gestora de Participações Sociais, SA - Banif Comercial, SGPS, SA - Banif Seguros, SGPS, SA Member of the Board of Governors of the Associação Portuguesa de Bancos, representing Banif - Banco Internacional do Funchal, SA Report and Accounts 287 04 Chairman of the General Meeting - Banif – Banco de Investimento, SA - Companhia de Seguros Açoreana, SA - UNICRE – Cartão Internacional de Crédito, SA - SIBS – Sociedade Interbancária de Serviços, SA Dr. Carlos David Duarte de Almeida Chairman of the Board of Directors - Banif Financial Services Inc. - Banif Mortgage Company Vice- Chairman of the Board of Directors - Banif – Banco Internacional do Funchal, SA - Banif – Banco de Investimento, SA - Banif Securities, Inc. Member of the Board of Directors - Banif Comercial – SGPS, SA - Banif Seguros – SGPS, SA - Banif – Banco Internacional do Funchal (Cayman), Ltd - Banif – Investimentos – SGPS, SA - Banif (Açores) – SGPS, SA - Companhia de Seguros Açoreana, SA - Banco Comercial dos Açores, SA - Banco Banif Primus, SA - Banif Primus Corretora de Valores e Câmbio, SA - BanifServ – Empresa de Serviços, Sistemas e Tecnologias de Informação, ACE - Econofinance, SA - Banif Securities Holdings, Ltd - Banif Finance, Ltd - Banif International Holdings, Limited 288 ’08 Report on Corporate Governance CHAPTER IV (cont.) Dr. António Manuel Rocha Moreira Vice-Chairman of the Board of Directors: - Banco Comercial dos Açores, S.A. - Banif Rent – Aluguer, Gestão e Comércio de Veículos Automóveis, SA Member of the Board of Directors - Banif - Banco Internacional do Funchal, SA - Banif Leasing – Sociedade de Locação Financeira, SA - Banif Crédito, SFAC, SA - Banif (Açores)- Sociedade Gestora de Participações Sociais, SA - BanifServ - Empresa de Serviços, Sistemas e Tecnologias de Informação, A.C.E - Banif - Banco Internacional do Funchal (Cayman), Ltd. - Banif Comercial, SGPS, SA - Banif Multifund, Ltd (até Maio 2004) - Banif Finance, Ltd. Other office held outside the Rentipar Financeira, SGPS Group Chairman of the Audit Board - Cabo TV Madeirense, SA Chairman of the General Meeting - Cabo TV Açoreana Report and Accounts 289 04 Dr. Artur Manuel da Silva Fernandes Chairman of the Board of Directors - Banif Multifund,Ltd - NewCapital – Sociedade de Capital de Risco, S.A. , - Banif International Asset Management, Ltd. - Banif Securities, Inc. - Banif Açor Pensões SGFP, SA - Banif Gestão de Activos - Sociedade Gestora de Fundos de Investimento Mobiliário, SA Chairman of the Executive Board and Vice-Chairman of the Board of Directors - Banif - Banco de Investimento, S.A. Member of the Board of Directors - Banco Banif Primus, S.A., - Banif Primus Corretora de Valores e Câmbio, S.A., - BanifServ Empresa de Serviços, Sistemas e Tecnologias de Informação, ACE. - Banif Investimentos – SGPS, S.A. - Econofinance, S.A. - Banif Financial Services, Inc. 290 ’08 Report on Corporate Governance CHAPTER IV (cont.) Dr. Artur de Jesus Marques Chairman of the Executive Board - Companhia de Seguros Açoreana, SA Director - Banif Banco Internacional do Funchal, SA - Banif Seguros SGPS, SA - BanifServ Empresa de Serviços, Sistemas e Tecnologias de Informação, ACE Other office held outside the Rentipar Financeira, SGPS Group Chairman of the Advisory Board - APS – Associação Portuguesa de Seguradores Dr. José Marques de Almeida Director - Banif – Banco Internacional do Funchal, SA - Rentipar Financeira SGPS, SA Other office held outside the Rentipar Financeira, SGPS Group Chairman of the Board of Directors - Vestiban – Gestão e Investimentos, SA Report and Accounts 291 04 2. Existence or otherwise of Executive Board As no director has been appointed as managing director and no executive board has been created, all directors are executive directors. 3. Management body procedures In the absence of an executive board in Banif SGPS, SA, all questions of ordinary management and strategy, and all matters relating to the life of the company, are considered and resolved on by the Board of Directors. In accordance with the Articles of Association, the Board of Directors meets no less than once a quarter, and extraordinary meetings are held whenever called by the Chairman or two other directors. A total of 14 meetings of the Board of Directors were held in 2004. 4. Remuneration Policy The directors’ annual remuneration consists of a fixed component and a variable component; the form of fixing the variable component constitutes a factor aligning the interests of the members of the management body with those of the company. 5. Remuneration of members of the management body The following remuneration was paid to directors by the Group companies in which they hold office Fixed Remuneration - € 1,447,669.97 Variable Remuneration - € 1,307,200 The company does not have an Executive Board. 292 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’09 ‘ OUR NAME’ YOUR UNIVERSE Other Disclosures Report and Accounts 04 ’09 Other Disclosures 1. Own shares As at either 1/01/04 or 31/12/04 the company held no own shares or the equivalent under the terms of article 325 A of the Companies Code, and there was likewise no trading in such shares during 2004. 2. Holders of qualifying holdings Under the terms of para. 1 e) of article 8 of Regulations no. 4/2004 of the Securities Market Commission, the following information is disclosed on shareholders with qualifying holdings at the end of the financial year, as defined by article 20 of the Securities Market Code, in accordance with the information available at the company: – Horácio da Silva Roque, resident at Av. Conde de Barcelona, 1057, Estoril – Held directly, as at 31/12/2004, 124,656 shares in Banif SGPS SA., corresponding to 0.31% of the share capital. The voting rights corresponding to the following are imputed to this holding: – 22,468,280 shares held by Rentipar Financeira SGPS, SA (company in which Horácio da Silva Roque is the majority shareholder), corresponding to 56.17% of the share capital; – 93.056 shares held by members of the Board of Directors of Rentipar, SGPS, SA corresponding to 0.23% of the share capital; – 3,989,998 shares held by Renticapital – Investimentos Financeiros, S.A. (company in which Rentipar Financeira, SGPS, SA is the majority shareholder), corresponding to 9.97% of the share capital; Report and Accounts 294 04 – 1,853 held by Mundiglobo – Habitação e Investimentos, S.A. (company in which Horácio da Silva Roque has an indirect majority holding), corresponding to 0.005% of the share capital. – 40,000 shares held by Espaço Dez – Sociedade Imobiliária, Lda (company in which Horácio da Silva Roque has an indirect majority holding), corresponding to 0.1% of the share capital; – 30,000 shares held by a manager of Espaço Dez – Sociedade Imobiliária, Lda, corresponding to 0.075% of the share capital. – Seguros e Pensões Gere, SGPS, SA, corporate person no. 502 352 914, with registered offices at Rua Alexandre Herculano 53, in Lisbon, with share capital of 380,765,000 Euros and registered at the Lisbon Companies Registry under no. 1 532, controls the companies Ocidental – Companhia de Seguros de Vida, SA, Império Bonança – Companhia de Seguros, SA and Ocidental – Companhia Portuguesa de Seguros, SA, which together had a holding corresponding to 1,616,700 shares (875,830, 708,900 and 31,970, respectively), representing, overall, 4.04% of the share capital (2.19%, 1.77% and 0.08%). – Instituto de Seguros de Portugal – Fundo de Garantia Automóvel , corporate person no. 501 328 599, with registered offices at Av. de Berna, no. 19, 1050-037, Lisboa, held 1,528,560 shares, representing 3.82% of the share capital. – Fundo de Pensões do Grupo Banco Comercial Português, represented by Pensões Gere – Sociedade Gestora de Fundos de Pensões, SA, corporate person no. 503 455 229, with registered offices at Rua Alexandre Herculano 53, Lisbon, registered at the Lisbon Companies Registry under no., 04529 with share capital of 1,200,000 Euros, held 1,468,877 shares representing 3.67% of the share capital. 295 ’09 Other Disclosures – Vestiban – Gestão e Investimentos, SA – corporate person no. 505 775 212, with registered offices at Av. José Malhoa Lote 1792, Lisbon, registered at the Lisbon Companies Registry under no. 12161 and with share capital of 250,000 Euros, held 1,381,666 shares, corresponding to 3.45% of the share capital. Voting rights corresponding to 9,666 acções held by directors of Vestiban – Gestão e Investimentos, SA, corresponding to 0.02% of the share capital are imputed to this holding. (NB: Given that two members of the Board of Directors of Rentipar Financeira SGPS, SA also sit on the board of Vestiban – Gestão e Investimentos, SA, the shares held by them in Banif SGPS, SA are only considered once – in respect of the first of these companies – for the purpose of imputing voting rights). – Jorge Sá , resident at Rua do Til, n.º 56, Funchal, tax payer no. 102.136.297, holder of identity card no. 47528.9, indirectly held 836,651 shares, corresponding to 2.09% of the share capital. Also imputable to him are the voting rights corresponding to 13,450 shares (corresponding to 0.03% of the share capital) and 150,000 shares (corresponding to 0.38% of the share capital) in Banif SGPS, SA, held by companies he controls J. Sá & Filhos, Lda and Oliveira, Freitas & Ferreira, Lda, respectively. Report and Accounts 296 04 Given that there were no non-voting shares as at 31/12/04, the percentage of voting rights for each share coincides with the respective percentage share in the capital. Shareholder No. of shares (total imputable) % Voting rights (total imputable) Horácio da Silva Roque 26,747,843 66.87% Seguros e Pensões Gere, SGPS, SA 1,616,700 4.04% Instituto de Seguros de Portugal-FGA 1,528,560 3.82% Fundo de Pensões do Grupo Banco Comercial Portugês 1,468,877 3.67% Vestiban – Gestão e Investimentos, SA 1,391,332 3.48% Jorge Sá 1,000,101 2.5% 297 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’09 ‘ OUR NAME’ YOUR UNIVERSE Other Disclosures Report and Accounts 04 ’09 Other Disclosures REPORT AND OPINION OF THE AUDIT BOARD Shareholders, 1. In compliance with provisions of paragraph g) of article 420 of the Companies Code, the Supervisory Board has drawn up this report on its auditing work during 2004 and to give its opinion under the terms of the said law on the report, accounts and proposals submitted by the Directors. 2. The Audit Board has maintained, as is its custom, a constant dialogue with the auditors and the official audit firm, as this is essential for many aspects of its supervisory duties. 3. The Directors’ Report provides a detailed account of the operations of the different Group companies over the course of 2004. It should be noted that, in relation to the operations and accounts of each of these companies, the respective audit board and sole auditors have drawn up their opinions and reports, meaning that no further comment is required here. 4. The Audit Board has analysed the Report of the Official Audit Firm and the respective Legal Certificate issued by such firm, and hereby declares its agreement with this, for the purposes of para. 2 of article 452 of the Companies Code. The Audit Board has also examined the company’s consolidated accounts, as at 31 December 2004, and assessed the conformity of these accounts with the consolidated management report, in accordance with article 508, para. 1, of the Companies Code. Report and Accounts 298 04 5. In conclusion, the Audit Board recommends that the General Meeting: a) Approves the Directors’ Report for the Financial Year ended on 31 December 2004. b) Approves the Accounts for the same financial year. c) Approves the proposal for the Distribution of Profits contained in the Directors’ Report, which accords with the relevant legal requirements. d) Approves the Consolidated Management Report and the Consolidated Accounts for the same financial year. e) Under the terms of article 455 of the Companies Code, assesses the work of the Bank’s Directors and the Supervisory Board. f) Issues a vote of thanks to the Directors and the Executive Board for their sterling work in managing the affairs of the Bank in 2004. Lisbon, 25 February 2005 Ernst & Young Audit & Associados - Sociedade de Revisores Oficiais de Contas, SA, represented by: Dr. Alfredo Guilherme da Silva Gândara (ROC) Dr. José Luís Pereira de Macedo 299 ’OUR PROPERTY ’OUR VALUES ’OUR IDENTITY ’OUR STRUCTURE ’OUR STRATEGY ’OUR CAPITAL ’OUR MISSION ’OUR COMMITMENT ’OUR NAME ’YOUR UNIVERSE ’09 ‘ OUR NAME’ YOUR UNIVERSE Other Disclosures Report and Accounts 04 ’09 Other Disclosures LEGAL ACCOUNTS CERTIFICATE AND EXTERNAL AUDITOR’S REPORT (INDIVIDUAL ACCOUNTS) INTRODUCTION 1 Under the terms of the relevant legislation, we are pleased to present the Legal Accounts Certificate and the External Auditor’s Report on the Management Report and Consolidated Financial Statements attached for the financial year ended 31 December 2004 of Banif SGPS, SA, which comprise: the Balance Sheet as at 31 December 2004 (which records a total of 440,407 thousand Euros and total shareholders’ funds of 289,817 thousand Euros, including a net profit of 15,819 thousand Euros), the Consolidated Income Statement (by nature and by function), the consolidated statement of cash flows for the financial year then ended, and the corresponding notes to the financial statements. RESPONSIBILITIES 2. It is the responsibility of the Directors of the Bank to: a) prepare the consolidated financial statements for the financial year which give a true and fair view of the financial position of the group of companies included in the consolidated accounts, the consolidated result of their operations and consolidated cash flows; b) to provide historic financial information, which shall be prepared in accordance with generally accepted accounting principles and which is complete, true, current, clear, objective and lawful, as required by the Securities Code; c) adopt appropriate accounting policies and criteria; d) maintain an appropriate system of internal control; and e) report on any relevant occurrence which has influenced the activities of the group of companies included in the consolidated accounts, their state of affairs or results. Report and Accounts 300 04 3. It is our responsibility to check the financial information given in the financial statements referred to above, and to ensure that it is complete, true, current, clear, objective and lawful, as required by the Securities Code, and to express a professional and independent opinion on such information, on the basis of our audit. SCOPE 4. Our audit was performed in accordance with the Rules and Recommendations of the Chamber of Official Auditors, and, on a supplementary basis, with International Audit Standards, which require that the audit be planned and performed in such a way as to give a reasonable assurance that the consolidated financial statements are free from, or that they are not free from, material misstatement. To this end our audit included: – checking that the financial statements of the companies included in the consolidated accounts have been correctly audited and, in significant instances where this is not the case examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and an assessment of estimates, based on judgements and criteria defined by the respective directors, used in preparing the financial statements; – an examination of consolidation operations and the application of the equity method; – an assessment of the suitability of the accounting policies adopted and disclosure of these policies, taking the circumstances into account; - checking whether or not the going concern principle is applicable; 301 ’09 Other Disclosures LEGAL ACCOUNTS CERTIFICATE AND EXTERNAL AUDITOR’S REPORT (INDIVIDUAL ACCOUNTS) (cont.) – an assessment of the overall adequacy of the presentation of information in the consolidated financial statements; and – an assessment of whether the consolidated financial information is complete, true, current, clear, objective and lawful. 5. Our audit also included checking that the financial information contained in the consolidated management report corresponding to the other financial statements. 6. We believe that our audit gives us a reasonable basis on which to issue our opinion. OPINION 7. In our opinion, the financial information contained in the documents referred to above gives a true and fair view, in all materially relevant aspects, of the state of affairs of the companies included in the consolidated accounts of Banif SGPS, S.A. as at 31 December 2004 and the consolidated result of their operations and consolidated cash flows in the financial year then ended, in keeping with accounting principles generally accepted in Portugal, and that the information which they contain is complete, true, current, clear, objective and lawful. Report and Accounts 302 04 REMARK 8. Without affecting our opinion as set out in the preceding paragraph, we wish to draw attention to the following situation: a) As stated in Notes 3 and 51 d) to the Financial Statements, in keeping with the faculty established in Bank of Portugal Circular 18/04/DSBDR, of 5 March, the company recorded a sum of 11,038,760 Euros under earnings from securities in the income statement, against accruals and deferrals in the balance sheet, relating to profits from 2004 approved for distribution, on 14 and 15 February, by the Board of Directors of the subsidiaries Banif Imobiliária, SA, Banif Seguros SGPS, SA, Banif Comercial SGPS, SA and Banif Investimentos SGPS, SA. Lisbon, 25 February 2005 ERNST & YOUNG AUDIT & ASSOCIADOS – SROC, SA Registered with the Stock Market Board under no. 9011 Represented by: Alfredo Guilherme da Silva Gândara 303 ’09 Other Disclosures LEGAL ACCOUNTS CERTIFICATE AND EXTERNAL AUDITOR’S REPORT (CONSOLIDATED ACCOUNTS) INTRODUCTION 1. Under the terms of the relevant legislation, we are pleased to present the Legal Accounts Certificate and the External Auditor’s Report on the Management Report and Consolidated Financial Statements attached for the financial year ended 31 December 2004 of Banif SGPS, SA, which comprise: the Balance Sheet as at 31 December 2004 (which records a total of 6,455,684 thousand Euros and total shareholders’ funds of 353,674 thousand Euros, including a net profit of 37,306 thousand Euros), the Consolidated Income Statement (by nature and by function), the consolidated statement of cash flows for the financial year then ended, and the corresponding notes to the financial statements. RESPONSIBILITIES 2. It is the responsibility of the Directors of the Bank to: a) prepare the consolidated financial statements for the financial year which give a true and fair view of the financial position of the group of companies included in the consolidated accounts, the consolidated result of their operations and consolidated cash flows; b) to provide historic financial information, which shall be prepared in accordance with generally accepted accounting principles and which is complete, true, current, clear, objective and lawful, as required by the Securities Code; c) adopt appropriate accounting policies and criteria; d) maintain an appropriate system of internal control; and e) report on any relevant occurrence which has influenced the activities of the group of companies included in the consolidated accounts, their state of affairs or results. Report and Accounts 304 04 3. It is our responsibility to check the financial information given in the financial statements referred to above, and to ensure that it is complete, true, current, clear, objective and lawful, as required by the Securities Code, and to express a professional and independent opinion on such information, on the basis of our audit. SCOPE 4. Our audit was performed in accordance with the Rules and Recommendations of the Chamber of Official Auditors, and, on a supplementary basis, with International Audit Standards, which require that the audit be planned and performed in such a way as to give a reasonable assurance that the consolidated financial statements are free from, or that they are not free from, material misstatement. To this end our audit included: – checking that the financial statements of the companies included in the consolidated accounts have been correctly audited and, in significant instances where this is not the case examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and an assessment of estimates, based on judgements and criteria defined by the respective directors, used in preparing the financial statements; – an examination of consolidation operations and the application of the equity method; – an assessment of the suitability of the accounting policies adopted and disclosure of these policies, taking the circumstances into account; – checking whether or not the going concern principle is applicable; 305 ’09 Other Disclosures LEGAL ACCOUNTS CERTIFICATE AND EXTERNAL AUDITOR’S REPORT (CONSOLIDATED ACCOUNTS) (cont.) – an assessment of the overall adequacy of the presentation of information in the consolidated financial statements; and – an assessment of whether the consolidated financial information is complete, true, current, clear, objective and lawful. 5. Our audit also included checking that the financial information contained in the consolidated management report corresponding to the other financial statements. 6. We believe that our audit gives us a reasonable basis on which to issue our opinion. OPINION 7. In our opinion, the financial information contained in the documents referred to above gives a true and fair view, in all materially relevant aspects, of the state of affairs of the companies included in the consolidated accounts of Banif SGPS, S.A. as at 31 December 2004 and the consolidated result of their operations and consolidated cash flows in the financial year then ended, in keeping with accounting principles generally accepted in Portugal, and that the information which they contain is complete, true, current, clear, objective and lawful. Lisbon, 25 February 2005 ERNST & YOUNG AUDIT & ASSOCIADOS – SROC, SA Registered with the Stock Market Board under no. 9011 Represented by: Alfredo Guilherme da Silva Gândara Report and Accounts 306 04 Banif – SGPS, SA Public Limited Company Registered Offices: Rua de João Tavira, 30 – 9004-509 Funchal Share Capital: 200,000,000 Euros – Corporate person no. 511 029 730 Registered under no. 3658 at the Funchal Companies Registry www.grupobanif.pt Technical Credits Design and Pagination – Shift design LEGAL DEPOSIT – 2088441/04