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, 9th 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 year ended December 31, 2013, 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. Acknowladgements We wish to thank our clients, employees and shareholders for their collaboration, which has enable us to achieve the results recorded in the period and the constant improvement in our products and services. São Paulo, March 07, 2014 Board of Directors BALANCE SHEETS - DECEMBER 31, 2013 AND 2012 ASSETS Dec 31, 2013 Dec 31, 2012 Current assets ,343 93,839 Cash and cash equivalents Interbank funds applied... 27,120 13,873 Money market... 27,120 3,871 Interbank deposits... 10,002 Securities and derivative financial instruments... 44,020 38,021 Own Portfolio... 2,197 Subject to guarantees... 40,038 37,952 Derivative financial instruments... 1, Other receivable ,477 40,956 Income receivable... 3,275 2,574 Securities trading ,469 32,697 Other... 3,733 5,685 Other assets Prepaid expenses Long- term assets... 10,282 34,124 Interbank funds applied... 25,990 Interbank deposits... 25,990 Securities and... 1,386 derivative financial instruments Subject to guarantees... 1,386 Other receivable... 8,814 8,018 Other... 8,814 8,018 Other assets Prepaid expenses Permanent assets , ,542 Investments , ,214 Subsidiaries and affiliates - Domestic , ,013 Subsidiaries and affiliates - Domestic , ,013 Other investments Premises and equipment... 1,038 1,153 Premises Other fixed assets for own use... 2,107 2,068 (Accumulated depreciation)... (1,072) (918) Intangible assets Intangible assets (Accumulated amortization)... (53) (10) Total assets , ,505 LIABILITIES Dec 31, 2013 Dec 31, 2012 Current liabilities ,926 49,123 Derivative financial instruments... 1, Derivative financial instruments... 1, Other liabilities ,271 49,054 Social and Statutory Taxes payable... 1,597 1,715 Securities trading ,884 44,029 Others... 1,790 2,504 Long- term liabilities Other liabilities... 7,474 7,101 Taxes payable... 7,474 7,101 Others... Shareholders equity , ,281 Capital - Domestic , ,000 Revenue reserve... 92,213 92,281 Total liabilities , ,505 1

2 STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2013 AND 2012 AND SEMESTER ENDED DECEMBER 31, 2013 (In thousands of Reais, except for the net income per share) STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2013 AND 2012 AND SEMESTER ENDED DECEMBER 31, 2013 Years ended 2nd Semester December, Financial operations income... 6,014 9,669 7,263 Securities income... 5,793 9,583 7,371 Net income from derivatives financial instruments (108) Net income on financial operations.. 6,014 9,669 7,263 Other operating income (expenses).. (3,327) (8,482) (3,093) Service fee income... 11,339 23,196 25,429 Personnel expenses... (4,594) (10,189) (9,889) Other administrative expenses... (13,766) (24,439) (23,851) Tax expenses... (2,966) (4,411) (3,182) Equity in earnings of subsidiaries ,567 8,237 Other operating income... 7,471 7, Other operating expenses... (1,657) (1,735) (282) Operating result... 2,687 1,187 4,170 Net income before income taxes and profit sharing... 2,687 1,187 4,170 Income tax and social contribution.. (1,284) (68) 884 Income tax... (429) (333) (44) Social contribution (12) Deferred tax assets... (855) Profit sharing... (103) (1,187) (1,664) Net income/ losses... 1,300 (68) 3,390 Number of shares... 25,338,410 25,338,410 25,338,410 Net income/losses for the period per share in R$ Years ended 2nd Semester December, 31 OPERATIONS ACTIVITIES Net (Loss) income... 1,300 (68) 3,390 Adjusted net income (7,650) Depreciations and amortizations (95) Equity in earnings of subsidiaries... (846) (1,567) (8,237) Other provision... 1,182 1, Increase in operations assets... (9,158) (52,749) (20,560) Interbank funds applied... 25,990 (2,046) Securities and Derivative Financial Instruments... (5,795) (7,386) (4,387) Other receivable... (3,344) (71,317) (14,056) Other assets... (19) (36) (71) Increase in operations liabilities... (1,058) 63,585 16,966 Derivative financial instruments , Other liabilities... (1,842) 61,999 16,897 Net cash provided by/used in operating activities... (8,375) 11,020 (7,854) INVESTING ACTIVITIES Acquisition of premises and equipment (144) (501) (373) Investment in intangible assets... (37) (207) Interest on own capital received... 3,000 2,000 Sale of assets and investments... 8 Sale of premises and equipment ,117 Net cash provided by/used in investing activities... (85) 2,700 2,545 FINANCING ACTIVITIES Interest on own capital paid... (806) (3,500) Net cash provided by/used in financing activities... (806) (3,500) Increase in cash and cash equivalents (8,460) 12,914 (8,809) Cash and equivalents are comprised of: Beginning of period... 35,644 14,270 23,079 Cash and cash equivalents Money market... 35,557 3,871 - Interbank deposits... 10,002 23,012 End of period... 27,184 27,184 14,270 Cash and cash equivalents Money market... 27,120 27,120 3,871 - Interbank deposits... 10,002 Increase in cash and cash equivalents.. (8,460) 12,914 (8,809) STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY - YEARS ENDED DECEMBER 31, 2013 AND 2012 AND SEMESTER ENDED DECEMBER 31, 2013 Profit reserves Legal Reserves for Retained Capital reserve expasion earnings Total Balances at January 01, ,000 9, , ,697 Increase of Capital - AGO/E Apr 24, ,000 (25,000) Net income for the year... 3,390 3,390 Allocations: Reserves ,414 (2,584) Dividends... (806) (806) Balances at Dezember 31, ,000 9,979 82, ,281 Realization of Reserves... (68) 68 Loss for the year... (68) (68) Balances at December 31, ,000 9,979 82, ,213 Balances at July 31, ,000 9,979 82,302 (1,368) 190,913 Realization of Reserves... (68) 68 Net Income for the semester... 1,300 1,300 Balances at December 31, ,000 9,979 82, ,213 2

3 NOTES TO THE FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2013 AND 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 March 07, 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: Interests in subsidiaries and affiliates are valued in accordance with the equity method of accounting. (see Note 7). 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. Deferred charges, basically composed of organization and expansion expenditures and acquisition of software, is recorded using the straight-line method over a maximum period of five years. As established in the legislation in force, the balance of the deferred assets will be maintained up to its total amortization and the new acquisitions will be recorded in the intangible asset accounts. 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: 2nd Semester Years ended December, Cash and cash equivalents Money market... 35,557 3,871 - Interbank deposits... 10,002 23,012 Total - Interbank funds applied... 35,557 13,873 23,012 Beginning of period... 35,644 14,270 23,079 Cash and cash equivalents Money market... 27,120 27,120 3,871 - Interbank deposits... 10,002 Total - Interbank funds applied... 27,120 27,120 13,873 End of period... 27,184 27,184 14,270 Increase/ (Decrease) in cash and cash equivalents... (8,460) 12,914 (8,809) 5. Securities The securities were 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 negative adjustment obtained for the trading securities in the amount of R$ 180 ( R$ 386 positive) 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: 3

4 NOTES TO THE FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2013 AND COMPOSITION 1 to 3 years Book Value Cost Value Book Value Cost Value Own Portfolio... 2,197 2,197 2,207 - Public securities - L.T.N.... 2,197 2,197 2,207 Underlying guarantee provided... 41,424 41,424 41,594 37,952 37,566 - Public securities - L.F.T.... 1,386 1,386 1,385 1,281 1,281 - Public securities - L.T.N ,038 40,038 40,209 36,671 36,285 Total... 43,621 43,621 43,801 37,952 37, 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: Asset: Cash registration and settlement R$ 4,153 (2012 R$ 21,510), Debtors for pending settlement R$ 91,976 (2012 R$ 11,187) and Operations with financial assets and commodities to settle R$ 5,340 (2012 R$ zero). Liability: Cash registration and settlement R$ zero (2012 R$ 5), Creditors - pending settlement R$ 107,884 (2012 R$ 40,133) and Operations with financial assets and commodities to settle R$ zero (2012 R$ 3,891). b. Other receivables - Other - Composed of other advances and advances on salary R$ 44 (2012 R$ 34), payments to be reimbursed R$ 533 (2012 R$ 2,600), taxes to offset R$ 1,628 (2012 R$ 1,393), taxes credits (see Note 8 b ) R$ 1,843 (2012 R$ 1,636), Judicial deposits (see Note 10) R$ 7,045 (2012 R$ 5,655) and sundry debtors - domestic R$ 1,454 (2012 R$ 2,385), mainly represented by PAES (Note 12 a ) R$ 1,428 (2012 R$ 2,362). c. Other liabilities - Other - Composed of provision for payments of administrative and personnel expenses R$ 1,642 (2012 R$ 2,204), provision for credit risks - R$ 25 (2012 R$ 125) and sundry creditors R$ 123 (2012 R$ 175). d. Other liabilities - Tax and Social Security - Composed basically of provision tax and contributions of salary R$ 373 (2012 R$ 404), PAES (see Note 12 a ) R$ 1,428 (2012 R$ 2,362), provision deferred tax R$ zero (2012 R$ 154) and provision for taxes risks (see Note 10) R$ 7,030 (2012 R$ 5,633). 7. Investments Composed of Interests in subsidiaries - R$ 120,580 (2012 R$ 119,013), it is considered the amount of R$ 494 related to negative goodwill in the acquisition is represented by the 24,647,786 shares of Gespar Participações Ltda. corresponding to participation of 100% in the Capital Stock. In year, the result of the equity was R$ 1,567 (2012 R$ 8,237). On the balance sheet date, the subsidiary s Capital Stock was R$ 24,648 (2012 R$ 24,648), the net income of the year R$ 1,567 (2012 R$ 8,237) and the Shareholders equity R$ 121,073 (2012 R$ 119,506). 8. Income and social contribution taxes a. Statement of calculation of income (IRPJ) and social contribution (CSLL) taxes December 31, 2013 December 31, 2012 Income Social Income Social Tax Contribution Tax Contribution Income before taxation and participation... 1,187 1,187 4,170 4,170 Additions and exclusions on the calculations of the taxes:... (1,157) (1,831) (4,239) (4,538).Non-deductible expenses Non-deductible provisions ,169 2,169.Equity in earnings of subsidiaries... (1,567) (1,567) (5,238) (5,238).Profit sharing... (1,187) (1,187) (1,664) (1,664).Adjustment to market value - securities and derivatives (83) (83) Calculation Basis (644) (69) (368) Total charges due in the current year... (3) Complement of deferred tax credits Adjustment for prior periods... (426) (24) Deferred taxes calculated about adjust to market value (21) (12) Income Tax and Social Contribution expenses... (265) b. Deferred income and social contribution taxes Dec 31, 2012 Complement Realization Dec 31, 2013 Provision for tax risks (14) 1,216 Taxes loss of IRPJ and negative base of CSLL ,666 (1,571) 167 Other tax receivable (719) 460 TOTAL... 1,636 2,511 (2,304) 1,843 The income and social contribution tax credits amounted to R$ 1,843, accounting for 0.96% of the ending shareholders equity. The recognition of these tax credits is based on the expectation of generation of future taxable income. Management estimates that the realization of these credits will occur within four years, in the following proportion: R$ 518 in the first year and R$ 1,325 in the fourth year. On the balance sheet date, there is no non recorded tax credits and the present value of the tax credits calculated based on the Selic rate amount to R$ 1, 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. Below, we show the calculation of dividends and interest on own capital for the year 2012: Demonstration Dec 31, 2013 Dec 31, 2012 Net income/loss for the year... (68) 3,390 (-) Legal Reserve... (170) Adjusted net income (a-b)... (68) 3,220 Dividends Provided Dividends and paid Dividends during the year Percent about Adjusted Net Income... 25% c. Profit Reserve -The Reserve for Expansion is recorded aiming at supporting future investment plans as established in capital budget and, will be used to offset losses, if any, or increase capital. Out of the net income for the year, 5% is added in the recording of the Legal Reserve, which should not exceed 20% of capital. 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 refers to tax liabilities the legality or constitutionality of which are subject to challenge in judicial 4

5 NOTES TO THE FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2013 AND 2012 sphere, highlighting the collection of PIS and COFINS on revenues, rejecting the application of Article 3 of Law 9718, which established the inappropriate extension of the calculation bases of these contributions. In December 31, 2012, the legal obligation totaled R$ 2,235, increased during the year by new obligations in R$ 804 ( R$ 556) and per update - R$ 594 ( R$ zero), reaching the balance of R$ 3,633, representing the full amount being questioned and has been recognized in the account Other liabilities - Taxes payables (Note 6 d ). The corresponding judicial deposit totals R$ 3,426 ( R$ 2,036) and has been recognized in the account Other receivables - Other (Note 6 b ). Both balances the legal obligation and the judicial deposit were updated based on the variation in the Selic rate. 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. The provision of R$ 3,397 (2012 R$ 3,397), related to lawsuit aiming the declaration of nonexistening legal relationship Law 7689/88, disengaging the tax obligation of payment of social contribution which it gives rise. There is judicial deposit in the amount of R$ 3,493 (2012 R$ 3,493) which has been recognized in the account Debtors for escrow deposits (see Note 6 b ). There are no other contingencies of significant amount out of those that have been individually disclosed, assessed by our legal advisors as probable and possible, that should be recognized and/or disclosed. Among these contingencies, the social security contingencies are represented mainly by a proceeding that claims, in the administrative sphere, the application of social security charges on non-compensation amounts that the Securities does not recognize as comprising compensation for tax purposes and labor contingencies originate from proceedings filed by ex-employees that aim to obtain supposed labor rights. 11. Related party transactions a)the transactions with related companies are shown as follows: Assets/(Liabilities) Income/(Expenses) Dec 31, 2013 Dec 31, 2012 Dec 31, 2013 Dec 31, 2012 Swaps (I)... 1,435 (69) 2, Interbank Funds applied (I)... 27,120 39,863 2,893 4,040 Dividends and Interest on own capital to be received/(payed) (I)... 3,230 2,194 3,800 3,000 Debtors (Creditors) (I) (II)... 3,334 (332) Provision for Payments (III)... (427) Brokerage (I) (II)... 2, (I) Refers to operations involving the BES Investimento do Brasil S.A.- Banco de Investimento and Gespar Participações Ltda., being Dividends and Interest on own capital: to pay R$ zero (2012 R$ 806) for Bes Investimento do Brasil S/A and to receive R$ 3,800 (2012 R$ 3,000) from Gespar Participações Ltda., respectively; (II) Refers to operations involving the Banco Espírito Santo de Investimento S.A. (Lisboa); and (III) Refers to Fee of business intermediation. b) Compensation of key Management personnel totaled R$ 562 in the year (2012 R$ 510). The Company does not offer long-term benefits, benefits related to termination, or share-based compensation to its key Management personnel. 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$ 1,428 (2012 R$ 2,362), 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 (2012 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$ 45,565 (2012 R$ 2,000), market value - R$ 47,681(2012 R$ 2,000), book value- R$ 45,565 (2012 R$ 2,069) and differential receivable- R$ 1,740 (2012 R$ 69) and b) liability position (Dollar x CDI): reference value - R$ 45,565 (2012 R$ 2,000), Market value -R$ 45,991 (2012 R$ 2,069), book value - R$ 45,565 (2012 R$ 2,000) and differential payable - R$ 1,712 (2012 R$ 69). 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 mainly of brokerage and custody fees resulting of operations in Stock Exchange R$ 22,014 (2nd sem./2013 R$ 10,600 and 2012 R$ 23,482), advice technica in the Capital Market R$ zero (2nd sem. /2013 R$ zero and 2012 R$ 1,067), fee received of shares taken as a loan R$ 608 (2nd sem. /2013 R$ 338 and 2012 R$ 496), fee services received abroad R$ 22 (2nd sem. /2013 R$ 22 and 2012 R$ zero), fee for placement of securities R$ 236 (2nd sem./2013 R$ 215 and 2012 R$ 10), service of management of Investment Club R$ 185 (2nd sem./2013 R$ 97 and 2012 R$ 204) which shareholder`s equity on the balance sheet date totaled R$ 92,482 and services of management of Investment Funds R$ 131 (2nd sem. /2013 R$ 67 and 2012 R$ 150). e. Personnel expenses: are composed by key Management personnel R$ 562 (2nd sem./2013 R$ 263 and 2012 R$ 510) (see Note 11 b ), benefits R$ 1,150 (2nd sem./2013 R$ 573 and 2012 R$ 1,002), social charges R$ 2,405 (2nd sem. /2013 R$ 1,122 and 2012 R$ 2,192) and payroll R$ 6,072 (2nd sem. /2013 R$ 2,636 and 2012 R$ 6,185). f. Other administrative expenses are composed basically of: communications R$ 2,786 (2nd sem./2013 R$ 1,405 and 2012 R$ 2,433); rent and building fees R$ 933 (2nd sem. /2013 R$ 379 and 2012 R$ 970); third-party services R$ 14,960 (2nd sem. /2013 R$ 8,862 and 2012 R$ 15,054); financial system services R$ 1,096 (2nd sem./2013 R$ 820 and 2012 R$ 1,203); Specialized technical services R$ 824 (2nd sem./2013 R$ 397 and 2012 R$ 828); data processing R$ 2,116 (2nd sem./2013 R$ 971 and 2012 R$ 1,578); promotions and public relations R$ 323 (2nd sem./2013 R$ 148 and 2012 R$ 247); legal publications R$ 67 (2nd sem./2013 R$ 38 and 2012 R$ 67); travel R$ 458 (2nd sem./2013 R$ 291 and 2012 R$ 436) and depreciation e amortization R$ 416 (2nd sem./2013 R$ 205 and 2012 R$ 566). g. Tax expenses: are composed basically of PIS R$ 278 (2nd sem./2013 R$ 165 and 2012 R$ 243), COFINS R$ 1,710 (2nd sem./2013 R$ 1,014 and 2012 R$ 1,496), IPVA R$ 3 (2nd sem./2013 R$ zero and 2012 R$ 7), IPTU R$ 62 (2nd sem./2013 R$ 34 and 2012 R$ 42) and ISS R$ 1,136 (2nd sem./2013 R$ 540 and 2012 R$ 1,374) and updating provision for tax risks R$ 1,202 (2nd sem./2013 R$ 1,202 and 2012 R$ zero). h. Other operating income: composed basically of interest on own capital R$ 3,800 (2nd sem.2013 R$ 3,800 and 2012 R$ zero), financial income R$ 61 (2nd sem.2013 R$ 4 and 2012 R$ 232), reimbursement of taxes - PAES R$ 3,087 (2nd sem.2013 R$ 3,087 and 2012 R$ zero), update PAES R$ 472 (2nd sem.2013 R$ 472 and 2012 R$ zero). Other operating expenses: composed basically of penalties and interests on tax payments - PAES R$ (2nd sem.2013 R$ 1,041 and 2012 R$ 15), provision for credit risk R$ zero (2nd sem.2013 R$ zero and 2012 R$ 125), defeated party s fees - PAES R$ 19 (2nd sem.2013 R$ 19 and 2012 R$ zero) and personnel reductions R$ 256 (2nd sem.2013 R$ 191 and 2012 R$ 105) and penalty on tax violations R$ 400 (2nd sem.2013 R$ 400 and 2012 R$ 11). 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, the Securities will await for MP 627/13 to be converted into Law to carry out a deeper and conclusive analysis, Based on a preliminary assessment, there will be no significant impacts on the Organization. DIRECTORS ACCOUNTANT MÉRCIA CARMELINE ALVES BRUNO RUI MIGUEL ALEIXO MARQUES Marcos Tetsuo Takeda Accountant - CRC-1SP197374/O-1 5

6 INDEPENDENT AUDITORS REVIEW REPORT To Shareholders and Managers 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 December 31, 2013, and the statements of income, changes in shareholders equity and cash flows for the semester and year 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 s 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 Securities 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 as at December 31, 2013, and its financial performance and cash flows for the semester and year then ended, in accordance with the accounting practices adopted in Brazil, applicable to the institutions authorized to operate by the Central Bank of Brazil. São Paulo, March 07, 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, edition of March 26,