BES Securities do Brasil S.A. - Corretora de Câmbio e Valores Mobiliários

Transcription

1 BES Securities do Brasil S.A. - Corretora de Câmbio e Valores Mobiliários CNPJ nº / Head-office: Av. Brigadeiro Faria Lima, 3.729, 9º floor, São Paulo/SP Ombusdman: MANAGEMENT REPORT To our Stockholders, We hereby submit for your appreciation the financial statements of BES Securities do Brasil S.A. - Corretora de Câmbio e Valores Mobiliários for the semester ended June 30, 2014, including the notes to the financial statements and the Independent Auditors Report, prepared in accordance with the Corporate Law and the regulatory rules of the Central Bank of Brazil. Acknowledgements We wish to thank our clients, employees and shareholders for their collaboration, which has enabled us to achieve the results recorded in the period and the constant improvement in our products and services. São Paulo, August 27, 2014 BOARD OF DIRECTORS BALANCE SHEETS - JUNE 30, 2014 AND 2013 ASSETS Current assets , ,034 Cash and cash equivalents Interbank funds applied... 46,101 35,557 Money market... 46,101 35,557 Securities and derivative financial instruments 46,421 39,611 Own portfolio... 9,660 Subject to guarantees... 32,633 38,740 Derivative financial instruments... 4, Other receivable... 57, ,178 Income receivable Securities trading... 53,151 98,653 Other... 4,347 7,503 Other assets Prepaid expenses Long- term assets... 9,369 7,893 Other receivable... 9,106 7,769 Other... 9,106 7,769 Other assets Prepaid expenses Permanent assets... 29, ,755 Investments... 28, ,428 Subsidiaries and affiliates... 27, ,227 Domestic... 27, ,227 Other investments Premises and equipment ,136 Premises Other fixed assets for own use... 1,796 2,246 (Accumulated depreciation)... (972) (1,113) Intangible assets Intangible assets (Accumulated amortization)... (88) (31) Total assets , ,682 LIABILITIES Current liabilities... 69, ,303 Derivative financial instruments... 3, Derivative financial instruments... 3, Other liabilities... 66, ,432 Taxes payable... 2,022 2,566 Securities trading... 62, ,986 Others... 1,676 1,880 Long- term liabilities... 7,889 6,466 Other liabilities... 7,889 6,466 Taxes payable... 7,396 5,848 Others Shareholders equity , ,913 Capital: Domestic , ,000 Profit reserve... 10,068 92,281 Retained (losses) earnings... 1,691 (1,368) Total liabilities , ,682 1

2 STATEMENTS OF INCOME SEMESTERS ENDED JUNE 30, 2014 AND 2013 (In thousands of Reais, except for the net income/losses per share) STATEMENTS OF CASH FLOWS SEMESTERS ENDED JUNE 30, 2014 AND 2013 Financial operations income... 5,798 3,655 Securities income... 5,386 3,790 Net income from derivatives financial instruments (135) Financial operations expenses... (81) Deposits, money market and interbank funds... (81) Net income on financial operations... 5,717 3,655 Other operating income (expenses)... (3,462) (5,156) Service fee income... 10,893 11,857 Personnel expenses... (7,329) (5,595) Other administrative expenses... (8,944) (10,673) Tax expenses... (1,423) (1,446) Equity in earnings of subsidiaries... 1, Other operating income... 2, Other operating expenses... (99) (78) Operating result... 2,255 (1,501) Non-Operating result Net income before income taxes and profit sharing... 2,279 (1,501) Income tax and social contribution... (499) 1,217 Income tax... (270) 97 Social contribution... (162) 58 Deferred tax assets... (67) 1,062 Profit sharing... (1,084) Net income/ losses... 1,780 (1,368) Number of shares... 25,338,410 25,338,410 Net income/losses for the period per share in R$... 0, (0,053980) OPERATIONS ACTIVITIES Net (Loss) income... 1,780 (1,368) Adjusted net income... (961) (291) Depreciations and amortizations Equity in earnings of subsidiaries... (1,275) (721) Other provision (Increase)/ Decrease in operations assets... 43,812 (43,591) Interbank funds applied... 25,989 Securities and Derivative Financial Instruments... (1,015) (1,591) Other receivable... 44,815 (67,973) Other assets (16) Increase/ (Decrease) in operations liabilities... (43,341) 64,644 Derivative financial instruments... 1, Other liabilities... (45,336) 63,842 Net cash provided by/used in operating activities... 1,290 19,394 INVESTING ACTIVITIES Acquisition of premises and equipment... (205) (357) Investment in intangible assets... (132) (37) Dividends and interest on own capital received ,226 3,000 Sale of premises and equipment Net cash provided by/used in investing activities ,040 2,785 FINANCING ACTIVITIES Interest on own capital paid... (82,234) (806) Net cash provided by/used in financing activities... (82,234) (806) Increase in cash and cash equivalents... 19,096 21,373 Cash and equivalents are comprised of: Beginning of period... 27,184 14,271 Cash and cash equivalents Money market... 27,120 3,871 - Interbank deposits... 10,003 End of period... 46,280 35,644 Cash and cash equivalents Money market... 46,101 35,557 Increase in cash and cash equivalents... 19,096 21,373 STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY - SEMESTERS ENDED JUNE 30, 2014 AND 2013 (In thousand of Reais) Profit reserves Legal Reserves for Retained Capital reserve expasion earnings Total Balances at January 01, ,000 9,979 82, ,281 Loss for the semester... (1,368) (1,368) Balances at june 30, ,000 9,979 82,302 (1,368) 190,913 Balances at January 01, ,000 9,979 82, ,213 Other events: -Realization of reserves... (82,234) 82,234 -Dividends payed - (see note 9)... (82,234) (82,234) Net income for the semester... 1,780 1,780 Allocations: Reserves (89) Balances at June 30, ,000 10,068 1, ,759 2

3 1. Operations BES Securities do Brasil S.A. - Corretora de Câmbio e Valores Mobiliários is a direct subsidiary of BES Investimento do Brasil S.A. - Banco de Investimento, which operations are conducted in the context of a group of companies that operate in an integrated manner in the financial market. The Company has opted to calculate its operational limits in a consolidated way, according to BACEN Resolution 2283/96 and latter changes. The Market, Liquidity and Credit Risks Management is done in a centralized way and consolidates using statistics and mathematical modals to measure and those risks. 2. Presentation of the financial statements The financial statements have been prepared in accordance with accounting guidelines issued by Law 6404/76 and amendments introduced by Law 11638/07 and by Provisional Measure 449/08 (transformed into Law 11941/09), for the accounting of operations, in connection with the rules and instructions of the National Monetary Council (CMN) and the Central Bank of Brazil (BACEN). The financial statements were approved by Management on August, 27, As part of the process of convergence with international accounting standards, certain accounting pronouncements and their interpretations were issued by the Brazilian Committee for Accounting Pronouncements (CPC), which are applicable to financial institutions only after approved by CMN. The accounting pronouncements which have already been approved by CMN include the following: a) Resolution 3566/08 - Impairment of Assets (CPC 01), b) Resolution 3604/08 - Statement of Cash Flows (CPC 03), c) Resolution 3750/09 - Related Party Disclosures (CPC 05), d) Resolution 3823/09 - Provisions, Contingent Liabilities and Contingent Assets (CPC 25), e) Resolution 3973/11 - Subsequent Events (CPC 24), f) Resolution 3989/11 - Share-Based Payment (CPC 10), g) Resolution 4007/11 - Accounting Policies, Changes in Accounting Estimates and Errors (CPC 23) and h) Resolution 4144/12 - Framework (R1). Presently, it is not practicable to estimate when CMN will approve the other CPC accounting pronouncements or whether their adoption, subsequent to approval, will be effective for future periods or applicable retroactively. As a result, it is not yet possible to estimate the accounting effects arising from the use of these pronouncements on the Company s financial statements. 3. Significant accounting practices a. Income and expenses are recognized on the accrual basis. b. Current and noncurrent assets are stated at their realization value and, when applicable, including income accrued up to the balance sheet date, less the provision for losses, and adjusted at their market values, specifically in relation to the recording and accounting valuation of securities and derivative financial instruments in accordance with that established by the BACEN Circular 3068 (see Note 5). c. Impairment of assets: An impairment loss is recognized if the book value of an asset or of a cash-generating unit exceeds its recoverable value. Impairment losses are recognized in the income for the period. The carrying value of non-financial assets, except other assets and tax credits, are reviewed once a year, at least, and when there is some sign of loss due to impairment. d. Permanent assets are stated at cost, taking the following aspects into consideration: d.1. Interests in subsidiaries and affiliates are valued in accordance with the equity method of accounting. (see Note 7). d.2. Depreciation of premises and equipment is calculated using the straight-line method at the following annual rates: 4% for premises, 20% for communications systems, data processing systems and vehicles and 10% for furniture and equipment. d.3. Intangible assets are basically represented by software licenses. Their amortization is calculated using the straight line method over the term of their contracts. e. Current and noncurrent liabilities are measured at their known or estimated values, plus, when applicable, the charges and monetary variations (on a pro rata diem basis) and foreign exchange variations incurred. f. Provisions, contingent liabilities and legal liabilities are recognized, measured and disclosed in accordance with the criteria defined by CPC 25 (see Note 10), approved by the CMN Resolution 3823/09: Provisions: recognized taking into consideration the opinion of legal advisors, the nature of the lawsuits, similarity with previous cases, complexity and positioning of the courts, whenever the loss is evaluated as probable, which would cause a probable outflow of funds for the settlement of liabilities and when the amounts involved are measurable with sufficient reliability; Contingent liabilities: according to CPC 25, contingent refers to liabilities which recognition will depend on whether one or more future and uncertain events beyond the Management s control occur or not. Contingent liabilities do not meet the recognition criteria when being classified as possible losses, and they must only be disclosed in the notes when relevant. Contingent liabilities classified as remote are not recognized nor disclosed; and Legal liabilities - Provision for tax risks: result from judicial proceedings, being contested on the grounds of legality or constitutionality, which, regardless of the assessment of the probability of success, are fully recognized in the financial statements. g. Provisions for Income Tax (IRPJ), Social Contribution (CSLL), PIS (Social Integration Program) and COFINS (Tax for Social Security Financing) are calculated at the rate of 15% plus 10% above a certain limit, 15%, 0.65% and 4%, respectively, considering for calculation purposes of the respective bases the legislation applicable to each tax charge (see Note 13 a for Income Tax and Social Contribution). The Security also complies with the accounting practice of recognizing tax credits from income and social contribution taxes calculated on tax losses and temporary differences, at the same rates in force for the recognition of provision (see Note 08 b ). h. The financial statements, in accordance with Brazilian accounting practices, include some accounts which amounts are determined using estimates based on past experience, legal and business environment, chances of subject events to happen or not Management control etc. These estimates are reviewed at least annually, with the aim of determining amounts that are closer future settlement values of the assets or liabilities considered. 4. Cash and cash equivalents Cash and cash equivalents, in accordance with the CMN Resolution 3604/08, includes cash in hand, bank deposits, and high liquidity short-term investments with very low risk of having their values and limits changed, with maturity equal to or shorter than 90 days fom the date of application. The cash and cash equivalents, presented in the Statements of Cash Flows, comprise: Cash and cash equivalents Money market... 27,120 3,871 - Interbank deposits... 10,003 Beginning of period... 27,184 14,271 Cash and cash equivalents Money market... 46,101 35,557 End of period... 46,280 35,644 Increase in cash and cash equivalents... 19,096 21,373 3

4 5. Securities The securities was classified as Trading Securities with their value corresponding to their market value as on the balance sheet date. The market value was obtained through the collection of prices on the market as on the balance sheet date. In case there is no liquidity or price quotation to calculate the market value of a certain security, the values are estimated based on dealer quotations, pricing models or price quotations for securities that present similar features. The positive adjustment obtained for the trading securities in the amount of R$ 775 ( R$ 286 negative) was recorded in a specific account in the statement of income. We demonstrate the composition of securities classified in the group Underlying guarantee provided, as following: COMPOSITION Book Value Cost Value Book Value Cost Value Own Portfolio... 9,660 9,477 - Public securities - L.F.T.... 9,660 9,477 Underlying guarantee provided... 32,633 32,041 38,740 39,026 - Public securities - L.F.T.... 1,455 1,454 1,327 1,325 - Public securities - L.T.N ,178 30,587 37,413 37,701 TOTAL... 42,293 41,518 38,740 39,026 In 2014, all the securities in the Portfolio has maturities from 1 to 3 years. In 2013, the LTN and the LFT matured within the periods 3 to 12 months and from 1 to 3 years. 6. Other receivable and other liabilities a. Securities trading: is represented by the operations with shares, commodities and financial assets performed on BM&F Bovespa S.A for the third parties and related parties which financial settlements occur until the third business day following the balance sheet date, as below: a.1.asset: Cash registration and settlement R$ zero (2013 R$ 59,793), Debtors for pending settlement R$ 43,577 (2013 R$ 24,137), Operations with financial assets, commodities to settle R$ 9,446 (2013 R$ 14,723) and deposits in guarantee R$ 128 (2013 R$ zero). a.2.liability: Cash registration and settlement R$ 18,385 (2013 R$ zero) and Creditors - pending settlement R$ 43,947 (2013 R$ 108,986). b.other receivables - Other - Composed of other advances and advances on salary R$ 150 (2013 R$ 199), payments to be reimbursed R$ 1,091 (2013 R$ 3,116), taxes to offset R$ 1,925 (2013 R$ 1,330), taxes credits (see Note 8 b ) R$ 1,776 (2013 R$ 2,697), Judicial deposits (see Note 10) R$ 7,541 (2013 R$ 5,979) and sundry debtors - domestic R$ 970 (2013 R$ 1,951), mainly represented by PAES (Note 12 a ) R$ 931 (2013 R$ 1,922). c. Other liabilities - Tax and Social Security - Composed of provision tax and contributions to pay R$ 658 (2013 R$ 645), PAES (see Note 12 a ) R$ 931 (2013 R$ 1,922), deferred provisions R$ 433 (2013 R$ zero) and provision for taxes risks (see Note 10) R$ 7,396 (2013 R$ 5,848). d.other liabilities - Other - Composed of provision for payments of administrative and personnel expenses R$ 1,418 (2013 R$ 1,240), and sundry creditors R$ 751 (2013 R$ 765). 7. Investments The investment of R$ 27,908 (2013 R$ 120,227) is represented by 24,647,786 shares of Gespar Participações Ltda. corresponding to 100% in the Capital Stock. The equity income in the semester was R$ 1,275 (2013 R$ 721). On the Balance sheet date, the subsidiary s Capital Stock was R$ 24,648 (2013 R$ 24,648), the net income of the semester was R$ 1,275 (2013 R$ 721) and the Shareholder s equity R$ 27,908 (2013 R$ 120,227). The reduction in investment in the amount of R$ 96,426 was due to the receipt of interest on own capital of R$ 1,985 and R$ 94,441 dividend. 8. Income and social contribution taxes a. Statement of calculation of income (IRPJ) and social contribution (CSLL) taxes Income Social Income Social Tax Contribution Tax Contribution Income before taxation and participation... 2,279 2,279 (1,500) (1,500) Additions and exclusions on the calculations of the taxes:... (2,339) (2,576) (1,976) (2,206) - Non-deductible expenses Non-deductible provisions... (239) (239) (1,208) (1,208) - Equity in earnings of subsidiaries... (1,275) (1,275) (721) (721) - Profit sharing... (1,084) (1,084) - Adjustment to market value - securities and derivatives... (1,159) (1,159) Calculation Basis... (60) (297) (3,476) (3,706) Complement of deferred tax credits... (64) (3) Deferred taxes calculated about adjust to market value... (270) (162) Income Tax and Social Contribution expenses... (334) (165) b. Deferred income and social contribution taxes Dec 31, 2013 Complement Realization June 30, 2014 Provision for tax risks... 1, ,343 Taxs loss of IRPJ and negative base of CSLL (612) 226 Other tax receivable (304) 207 TOTAL... 1, (916) 1,776 The income and social contribution tax credits amounted to R$ 1,776, accounting for 1.59% of the ending shareholders equity. The recognition of these tax credits is based on the expectation of generation of future taxable income. The balance of tax credit existing in December 31, 2013, after review of the technical study, the Management estimates that the realization will occur in the next years: % and from %. On the balance sheet date, there is not recorded tax credits and the present value of the tax credits calculated based on the Selic rate amount to R$ The deferred provisions for income and social contribution taxes of R$ 433 (2013 R$ zero) were calculated on the positive effects of the adjustment to fair value of securities and derivatives and they are recorded under Tax and Social Security group Other obligations. 4

5 9. Shareholders equity a. Capital - Composed of 25,338,410 nominative shares, 12,809,890 of which consisting of common shares and 12,528,520 consisting of preferred shares, with no par value. b. Dividends - The Securities s by-laws establishes the minimum dividend of 25% of the annual net income, adjusted as provided in Article 202 of the Corporate Law.As for the preferred shares dividends are fixed at a value at least 10% higher than one attributed to common shares, in accordance with Paragraph I of Article 17 of Law 6404/76, with the new wording provided by Law 9457/97. The EGM of April 11, 2014 approved the payment of extraordinary dividends in the amount R$ 82,234 correspondent at the remaining balance of account Reserve Expansion. c. Profit Reserve -The net income of the semester, 5% applies to the Legal Reserve, which shouldn t exceed 20% of the capital. In the semester, it was payed extraordinary dividends of R$ 82,234 corresponding to the remaining balance of the Reserve Expansion. 10. Contingent liabilities and legal-tax obligations The Securities is involved in contingencies related to tax and social security, labor and civil nature in the normal course of its businesses. These contingencies are recognized based on the law in force, the opinion of the legal advisors, the nature and complexity of its proceedings, the loss history, and other criteria that enable management to estimate the probable cash outflow amount with sufficient certainty. Legal obligations refer to amounts payable related to tax liabilities, whose legality is being challenged in judicial spheres, with emphasis on: a) the paying of PIS and COFINS contributions on revenue, not adopting the application of Article 3 of Law 9718, which established the inappropriate extension of the calculation bases of these contributions. In December 31, 2013, the legal obligation totaled R$ 3,633, increased during semester by new obligations in R$ 317 ( R$ 215) and per update - R$ 15 ( R$ zero), reaching the balance of R$ 3,965, which the amount supports the risk arising from these obligations. The corresponding judicial deposit totals R$ 3,923 ( R$ 2,360).. Both balances the legal obligation and the judicial deposit were updated based on the variation in the Selic rate. b) lawsuit whose purpose is the declaration of nonexistening legal relationship resulting from Law 7689/88, disengaging the tax liability of payment of Social Contribution which it gives rise, which provision was R$ 3,431 (2013 R$ 3,397). The scrow deposits has been recognized in the account Debtors for escrow deposits (see Note 6 b ). These legal obligations are recognized in Provision for tax contingencies group Other Liabilities - Tax and Social Security (see note 10 c ) and existing escrow deposits are recorded under Debtors for guarantee deposits the group Other receivables (see note 10 b ). The liabilities tax contingencies in the amount of R$ 114,510, represented mainly by the charge of IRPJ and CSLL on the correction of stock exchange shares (R$ 18,267) and the merger of Bovespa SA on the BM&F Bovespa S.A. (New Exchange) at market value attributed to shares (R$ 96,243). This contingency was assessed as possible by our legal advisors and, as such, the recording of provision for the latter was not required. There aren t other tax contingencies, social security, labor and civil of relevant values which, individually assessed by our legal advisors as probable and possible loss, should be showed and/or provided, respectively. Neither there are contingent assets recorded in the balance sheet. 11. Related party transactions a) The transactions with related companies are shown as follows: Assets/(Liabilities) Income/(Expenses) June 30, 2014 Jun 30, 2013 June 30, 2014 Jun 30, 2013 Swaps (i)... (3,650) 871 7,412 (136) Exchange purchase payables (i)... (356) (162) Interbank Funds applied (i)... 44,482 35,557 1,925 1,271 Debtors (Creditors) (i) e (iii)... (13,032) (13,940) Brokerage (i) e (iii)... 1,140 1,433 Dividends and Interest on own capital (ii)... 1,985 Payments (iiii)... (60) (152) (I) Refers to operations involving the direct controlling BES Investimento do Brasil S.A.- Banco de Investimento; (II) Refers to operations involving the subsidiary Gespar participações Ltda.; (III) Refers to operations involving the indirect controlling shareholder Banco Espírito Santo de Investimento S.A. (Lisboa) and (IV) Refers to Fee of business intermediation involving the related party Execution Noble (London). b) Compensation of key Management personnel totaled R$ 547 the semester (2013 R$ 299). The Company does not offer long-term benefits, benefits related to termination, or share-based compensation to its key Management personnel. 5

6 12. Other information a. According to the Share purchase and sale contract, executed on April 07, 2000 and subsequent agreements, for the merge of Banco Boavista Interatlântico S.A. by Banco Bradesco S.A., the former holding company Interatlântico S.A., as permitted by Law of May 2003, decided to exercise the option to accept to Special Installment Plan (PAES), accepting to the tax debt installment to the Union ( Federal Revenue of Brazil ), guaranteed by them, which had been questioned in the administrative and judicial spheres. The installments will be paid off in the minimum of 120 months and maximum of 180 months, update by TJLP. On the balance sheet date, the update values of tax obligations and their deposits R$ 931 (2013 R$ 1,922), according to the mentioned contract, it s recorded in Other Liabilities - Tax and Social Security and Other Receivable - Others (see Note 6 b ), respectively. b. Others Investiments: is composed basically by audiovisual investment certificates R$ 200 (2013 R$ 200). c. Derivative financial instruments: the swap operations have their values recorded in compensation accounts and the differential receivable and payable in balance sheet accounts. On the balance sheet date the swap operations are showed as following: a) asset position (CDI x Dollar): reference value - R$ 133,980 (2013 R$ 21,235), market value - R$ 136,361 (2013 R$ 22,206), book value- R$ 133,980 (2013 R$ 21,235) and differential receivable- R$ 4,128 (2013 R$ 871) and b) liability position (Dollar x CDI): reference value - R$ 133,980 (2013 R$ 21,235), Market value -R$ 132,711 (2013 R$ 22,206), book value - R$ 133,980 (2013 R$ 21,235) and differential payable - R$ 3,650 (2013 R$ 871). To obtain the market values swap operations estimated the cash flow of each of its parts discounted to presente value, as correction curves, which reflects the appropriate risk factors, being mainly based on prices BM&F Bovespa and/or CETIP. d. Service income: is composed of brokerage and custody fees resulting of operations in Stock Exchange R$ 10,078 (2013 R$ 11,413), fee received of shares taken as a loan R$ 478 (2013 R$ 270), service of management of Investment Club R$ 83 (2013 R$ 89) which shareholder`s equity on the balance sheet date totaled R$ 89,412 (2013 R$ 84,941) and services of intermediation of Investment Funds R$ 60 (2013 R$ 64), fees receveid in abroad R$ 40 (2013 R$ zero) and fees securities placement R$ 154 (2013 R$ 21). e. Personnel expenses: are composed by key Management personnel R$ 547 (2013 R$ 299) (see Note 11 b ), benefits R$ 643 (2013 R$ 577), social charges R$ 1,697 (2013 R$ 1,284) and payroll R$ 4,442 (2013 R$ 3,435). f. Other administrative expenses are composed basically of: communications R$ 1,815 (2013 R$ 1,381); rent and building fees R$ 452 (2013 R$ 554); third-party services R$ 4,128 (2013 R$ 6,098); financial system services R$ 612 (2013 R$ 276); Specialized technical services R$ 539 (2013 R$ 428); data processing R$ 474 (2013 R$ 1,143); promotions and public relations R$ 124 (2013 R$ 176); legal publications R$ 21 (2013 R$ 29); travel R$ 255 (2013 R$ 164) and depreciation e amortization R$ 250 (2013 R$ 211). g. Tax expenses: are composed basically of PIS R$ 120 (2013 R$ 113), COFINS R$ 741 (2013 R$ 696), IPVA R$ 3 (2013 R$ 3), IPTU R$ 23 (2013 R$ 29) and ISS R$ 526 (2013 R$ 596). h. Other operating income: composed mainly of financial income R$ 101 (2013 R$ 57) and interest on own capital R$ 1,985 (2013 R$ zero). Other operating expenses: composed basically provision for credit risk R$ 90 (2013 R$ zero) and personnel reductions R$ zero (2013 R$ 77). i. Basileia: the capital management according to Basileia is done in the group of the companies involved in the BES in Brazil, as permitted by the Central Bank of Brazil. j. Risk Management: market, liquidity, credit and operational risk management and control are done in a structure in leader institution of conglomerate BES in Brazil, of integrated and independent way, involving the group of companies comprising this group. k. On November 11, 2013, the Provisional Measure 627 (MP 627/13) was published, amending the Federal Tax Legislation on IR, CS, PIS and Cofins, This Measure provides for the following: i) revocation of the Transition Tax System (RTT), controlling the adjustments arising from new accounting methods and criteria for the compliance of the Brazilian accounting rules to the international standards; ii) taxation of companies domiciled in Brazil, for acquisition of equity resulting from profit sharing recorded abroad by subsidiaries and unconsolidated companies; and iii) special installment payment of PIS/Pasep and Cofins contributions. In a preliminary assessment, there will be no material impact on the Organization. 18. Subsequent event On August 3, 2014, the Bank of Portugal applied to Banco Espírito Santo, SA (indirect controlling shareholder of BES Investimento do Brasil S.A.) a reorganization measure, aiming to solve the solvency crisis that deepened in last days and to guarantee continuity of that banking institution, protecting depositors and clients. It was created a New Bank, as called, already in operation, free of toxic assets and capitalized by a resolution fund financed by the Portuguese State in the amount of 4.9 billion. The Bank and its subsidiaries BES Securities CCVM and Espírito Santo DTVM became part of the New Bank, which now holds its indirect control, without changing the organizational structure of the Group in Brazil and ensuring continuity of its activities, business and services provided to its clients. DIRECTORS ACCOUNTANT MÉRCIA CARMELINE ALVES BRUNO RUI MIGUEL ALEIXO MARQUES Marcos Tetsuo Takeda Accountant - CRC-1SP197374/O-1 6

7 INDEPENDENT AUDITORS REVIEW REPORT To Board of Directors and Shareholders BES Securities do Brasil S.A. - Corretora de Câmbio e Valores Mobiliários S.A. São Paulo - SP We have audited the accompanying financial statements of BES Securities do Brasil S.A. - Corretora de Câmbio e Valores Mobiliários S.A. ( the Securities ), which comprise the balance sheet as at June 30, 2014, and the statements of income, changes in shareholders equity and cash flows for the semester then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management s responsibility for the financial statements Management of the Securities is responsible for the preparation and fair presentation of these financial statements in accordance with the accounting practices adopted in Brazil applicable to the institutions authorized to operate by the Central Bank of Brazil and for such internal control as management determines is necessary to enable the preparation of these financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted in accordance with the Brazilian and international standards on auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether these financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Securities preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of BES Securities do Brasil S.A. - Corretora de Câmbio e Valores Mobiliários S.A. as at June 30, 2014, and its financial performance and cash flows for the semester then ended, in accordance with the accounting practices adopted in Brazil, applicable to the institutions authorized to operate by the Central Bank of Brazil. Emphasis Without modifying our opinion, we draw attention to Notes 1 and 13, respectively, on operating context and subsequent event, which describes the issues related to change in control of BES Investimento do Brazil SA - Investment Bank ( Bank ) controlling company of BES Securities do Brasil S.A. - Corretora de Câmbio e Valores mobiliários S.A., that, as of August 3, 2014, became part of the New Bank, based in Portugal, which now holds the indirect control of the Bank and its subsidiaries, without changing the organizational structure of the Group in Brazil and remaining with a their operations being conducted as described in note operational context. São Paulo,August 27, 2014 Original report in Portuguese signed by KPMG Auditores Independentes CRC 2SP014428/O-6 Zenko Nakassato Accountant CRC 1SP /O-0 The Financial Statements were published in the Diário do Comércio & Indústria, edition of August 28,