1 Investment 09 ESPÍRITO SANTO INVESTMENT Institutional Report
2 Table of Contents VASCO ARAÚJO b. 1975, Portugal, Trabalhos para nada e as árvores morrem de pé, 2008, Wood, painted glass, tissue, b/w photo, gloves and cane, 130 x 110 x 18 cm, Edition: unique Laura Castro Caldas Espírito Santo Investment 2
3 Management Report Joint Message from the Chairman of the Board of Directors and the Chief Executive Officer Governing Bodies and Executive Committee Senior Managing Directors Product Divisions, Departments, Branches and Subsidiaries New Organisation and Management Model Espírito Santo Investment Principles and Values Consolidated Financial Highlights Organisational Chart Rating Net Profit Distribution Proposal Declaration of Conformity Economic Outlook Economic Outlook - International Economic Outlook - Eurozone Economic Outlook - Portugal Economic Outlook - Spain Economic Outlook - Poland Economic Outlook United States Economic Outlook - Brazil Economic Outlook - Angola Activity Review The Investment Banking Business Client Origination Private Banking Equity Capital Markets Fixed Income Corporate Finance Mid-cap Financial Advisory Project Finance and Securitisation Acquisition Finance and Other Lending Private Equity Human Resources Integrated Risk Management Financial Information Consolidated Financial Statements and Notes Individual Financial Statements and Notes Annexes Shares and Bonds held by Members of the Board of Directors and Supervisory Bodies Shareholder Adoption of the Financial Stability Forum (FSF) and Committee of European Banking Supervisors (CEBS) Recommendations on Information Transparency and Asset Valuation Compensation of the Members of the Board of Directors and Supervisory Bodies Extract of the Minutes of the Annual Shareholders Meeting held on April 5, Annual Report
4 Joint Message from the Chairman of the Board of Directors and the Chief Executive Officer Banco Espírito Santo de Investimento is proud to announce that in it achieved the highest level of banking income in its history. In a particularly difficult year in which a serious economic and financial crisis continued to affect the world economy, the Bank reached a consolidated banking income of EUR 229 million, 21% higher than in This performance results from the growth strategy implemented by the Bank in recent years, a strategy focused on consolidating its operations in Portugal, Spain, Brazil and the United Kingdom and selectively expanding into new markets: Poland, Angola and the United States. International operations again made a decisive contribution to our performance: in more than 60% of our activity in terms of banking income, net profit and number of employees, was generated outside Portugal. Net profit rose to EUR 50 million in, an increase of 6% on the previous year. Performance was affected by an increase in asset impairment (mainly credit) during the year. In addition to the financial results achieved, our performance was rewarded with the Best Investment Bank in Portugal by World Finance magazine. This reflected the leadership we achieved in many business areas, and the market s recognition of our attainments, which was expressed in the attribution of a number of internationally important awards: the Year for the USD 1.3 billion Odebrecht Oil & Gas financing operation in Brazil; (ii) Global Americas Transport Deal of the Year for the USD 944 million financing operation for the Rodoanel highway project in Brazil; (iii) Asia/Pacific PPP Deal of the Year for the AUD 1.9 billion financing operation for the desalination plant in Australia; and (iv) Renewables Deal of the Year for the EUR 580 million financing operation for an Acciona Group thermal solar plant in Spain. In Capital Markets, we continued to achieve an outstanding performance, leading and participating in important equity and fixedincome operations in the markets where we operate. In Private Equity, the year was marked by an increase in the amounts raised by the Espírito Santo Infrastructure Fund I (ESIF), which reached approximately EUR 96 million and by the signing of a partnership agreement with Banco Bradesco for the joint development of private equity operations in Brazil through the creation of the joint subsidiary 2bCapital. Despite the adverse conditions that characterised, we continued with our plans for international expansion, which received unequivocal support from our single shareholder, Banco Espírito Santo, which, at the end of June, subscribed to the full amount of a EUR 110 million capital increase. As a result: In Mergers and Acquisitions, we maintained the leadership of the Portuguese market both in number and value of transactions and achieved leadership of the Iberian market in terms of number of transactions (Bloomberg and Mergermarket rankings). We were considered as Best M&A Bank in Portugal (Euromoney Awards for Excellence) and Best Bank for M&A Advisory in Portugal (Euromoney Real Estate Awards) by Euromoney magazine. In the United Kingdom, we sold our shareholding in Evolution Group Plc. and, at the beginning of February 2010, we announced an agreement on the terms of a recommended offer for the acquisition of 50.1% of Execution Noble, a reputed investment banking and brokerage group based in London, which focuses on covering large and medium-sized pan-european companies and has a distribution platform centred on the London, New York and Hong Kong markets. Espírito Santo Investment In Brokerage, we maintained our leadership in Portugal with a 15.9% market share and rose to the third position in the ranking of leading Spanish brokerage houses with a market share of 7.6%. In Project Finance and Securitisation, we were the world s leading financial advisor for the renewable energy sector and maintained our place among the world s top ten Mandated Lead Arrangers (MLAs) in the same sector, according to Infrastructure Journal. We also received awards for some of the transactions that we led: (i) Americas Deal of 4 In Poland, we concluded the acquisition of 100% of the capital of Concórdia Espírito Santo Investment, now Espírito Santo Investment Sp, z.o.o., and continued to develop existing business areas (M&A and Brokerage). In the United States, we began operations at our New York branch and successfully concluded important project finance transactions.
5 In Angola, we are waiting for approval and the granting of a licence by the Bank of Angola to proceed with the creation of an investment bank. We also plan to begin capital markets operations through a brokerage house in The economic outlook for 2010 is expected to be characterised by continued recovery in the leading economies, albeit at different paces, and by the persistence of some risk factors. In spite of this environment, we are confident that we will be able to continue our growth strategy with the same ambition we have shown in recent years but with the prudence required. We would like to thank our Employees, whose commitment and dedication were decisive for the Bank s performance in, and our Clients, for their preference, which continues to honour us. Ricardo Espírito Santo Silva Salgado Chairman of the Board of Directors José Maria Espírito Santo Silva Ricciardi Vice-Chairman of the Board of Directors and Chief Executive Officer We are grateful to the Supervisory Board and to our Auditors for the contribution they continue to make to developing and improving the standards of excellence to which the Bank aspires in its financial and management reports. To conclude, a word of thanks to the Bank of Portugal, to the Portuguese Securities Market Commission (CMVM) and to the supervisory bodies in all the countries in which we operate for their permanent cooperation and for the trust they place in Banco Espírito Santo de Investimento. 5 Annual Report
6 Governing Bodies and Executive Committee GOVERNING BODIES 1 GENERAL MEETING BOARD Chairman Filinto Elísio Monteiro Gomes Secretary José Miguel Alecrim Duarte BOARD OF DIRECTORS Chairman Ricardo Espírito Santo Silva Salgado Vice-Chairmen José Maria Espírito Santo Silva Ricciardi Francisco Ravara Cary Rafael Caldeira de Castel-Branco Valverde Miguel António Igrejas Horta e Costa Pedro Manuel de Castro Simões Ferreira Neto Ricardo Abecassis Espírito Santo Silva Other Members Amílcar Carlos Ferreira de Morais Pires António Espírito Santo Silva Salgado Bernard Marcel Fernand Basecqz Bernardo Ernesto Simões Moniz da Maia Christian Georges Jacques Minzolini Diogo Luís Ramos de Abreu Duarte José Borges Coutinho Espírito Santo Silva Félix Aguirre Cabanyes Frederico dos Reis Arrochela Alegria 2 João Filipe Espírito Santo de Brito e Cunha José Manuel Pinheiro Espírito Santo Silva Luís Miguel Pina Alves Luna Vaz Moses Dodo Nigel Keith Purse 3 Paulo José Lameiras Martins Philippe Gilles Fernand Guiral 4 Tiago Vaz Pinto Cyrne de Castro EXECUTIVE COMMITTEE Chief Executive Officer (CEO) José Maria Espírito Santo Silva Ricciardi Francisco Ravara Cary Rafael Caldeira de Castel-Branco Valverde Miguel António Igrejas Horta e Costa Pedro Manuel de Castro Simões Ferreira Neto Ricardo Abecassis Espírito Santo Silva Christian Georges Jacques Minzolini Diogo Luís Ramos de Abreu Félix Aguirre Cabanyes Frederico dos Reis Arrochela Alegria Luís Miguel Pina Alves Luna Vaz Moses Dodo Nigel Keith Purse Paulo José Lameiras Martins Tiago Vaz Pinto Cyrne de Castro Senior Managing Directors with a seat on the Executive Committee José Luís de Saldanha Ferreira Pinto Basto Pedro Miguel Cordovil Toscano Rico Executive Committee Secretary Patrícia Salgado Goldschmidt Catanho Meneses SUPERVISORY BOARD Permanent Members José Manuel Macedo Pereira (Chairman) Tito Manuel das Neves Magalhães Basto Mário Paulo Bettencourt de Oliveira Deputy Member Nuno Espírito Santo Leite de Faria STATUTORY AUDITORS Amável Calhau, Ribeiro da Cunha e Associados Sociedade de Revisores Oficiais de Contas, represented by José Maria Rego Ribeiro da Cunha Senior Managing Directors Alan Amaral Fernandes Carlos Manuel Fatal Pires Nogueira Carlos Alberto Ferreira Pinto Carolina Ibañez López Doriga João Carlos Mendes Reis Arantes e Oliveira João Eduardo Morais Simão Baptista Pereira José Eduardo Folgado Gabriel José Miguel Aleixo Nunes Guiomar José Miguel Marques Rego Maria Leonor Betencourt Silva Dantas Jorge Lucas Martínez Vuillier Luís Nunes Sousa Santos Maria Luísa Hueb Baroni Nuno David Fernandes Cardoso Paulo Augusto Luz Ferreira Saba Paulo José Falcão Araújo Pedro Miguel Nunes Ventaneira Ricardo Domenech Zamora Sílvia Maria Rosado Costa Honrado Product Divisions, Departments, Branches and Subsidiaries PRODUCT DIVISIONS Client Origination Pedro Toscano Rico (Portugal) Carolina Ibañez (Spain) César Ciavolih (BES Investimento do Brasil, S.A.) Gregg Egen (United Kingdom) Bartlomiej Dmitruk (Poland) 1 Nuno Cardoso (United States) Manuel Reis (Angola) Private Banking Lourenço Vieira de Campos Corporate Finance Leonor Dantas (Portugal) José Miguel Rego (Spain) Maria Luísa Baroni (BES Investimento do Brasil, S.A.) Alexandre Lopes (Poland) Daniel Pyne (United States) Tiago Félix (Cross-Border) Mid-Cap Financial Advisory Leonor Dantas Espírito Santo Investment 6 1 The Governing Bodies of Banco Espírito Santo de Investimento, S.A. were elected for a four-year term, -2012, at the Universal General Meeting held on March 16,. 2 Frederico dos Reis Arrochela Alegria took office on 13 April, 3 Nigel Keith Purse took office on 13 April, 4 Philippe Gilles Fernand Guiral took office on 13 April, Acquisition Finance and other Lending Rui Baptista (Portugal, Poland) Rui Baptista/Lucas Martinez Vuillier (Spain) 2 Carl Adams (United States) 1 Client Origination activity started in From January 2010
7 Project Finance and Securitisation Nuno Gil/Luís Sousa Santos (Portugal) Lucas Martinez Vuillier (Spain) Alan Fernandes (BES Investimento do Brasil, S.A.) Robin Earle (United Kingdom, Poland) Carl Adams (United States) Manuel Reis (Angola) Capital Markets - Origination Sílvia Costa (Portugal and Spain) Márcio Pepino (BES Investimento do Brasil, S.A.) Miguel Guiomar (International) Fixed income Carlos Ferreira Pinto (Portugal and Spain) Paulo Saba (BES Investimento do Brasil, S.A.) Krzysztof Rosa (Poland) 1 Andrea Czarniak (United States) Treasury Carlos Nogueira (Portugal) Paulo Saba (BES Investimento do Brasil, S.A.) Norberto Zaiet (United States) Global Markets Rui Borges de Sousa (Portugal) Martim Amaral Neto (Spain) Paulo Saba (BES Investimento do Brasil, S.A.) Krzysztof Rosa (Poland) Norberto Zaet (United States) Capital Structure Advisory Cristina Frazão (Portugal and Spain) Secondary Market - Equities João Baptista Pereira (Portugal and Spain) Rui Marques (BES Securities do Brasil, S.A.) Rodrigo Carvalho (Poland) Andrea Czarniak (United States) Asset Management Fernando Castro Solla (Portugal) Afonso Barbosa (BESAF BES Activos Financeiros, Lda.) Private Equity João Arantes e Oliveira (Espírito Santo Capital Sociedade de Capital de Risco, S.A.) Manuel Ferrão de Sousa (Espírito Santo Capital Brasil, S.A.) DEPARTAMENTS Compliance Rui de Sousa Corporate Communication and Image Pedro Pereira Santos Accounting Pedro Ventaneira Delfina Mendes Information & Documentation Paula Ramalhete Information and Management Reporting Systems Pedro Ventaneira António Pacheco Information Technology Luis Orozco Legal Patrícia Salgado Goldschmidt Operations Pedro Ventaneira João Pereira da Silva Organisational Resources José Gabriel Corporate Development José Pinto Basto Human Resources José Gabriel Risk - Credit Risk Analysis Filipa Schubeius Rui Brigantim Pereira Risk - Risk Control Pedro Ventaneira Luís Pereira BRANCHES London Rafael Caldeira de Castel-Branco Valverde Nigel Keith Purse Spain Félix Aguirre Cabanyes Ricardo Domenech Zamora Poland Christian Georges Jacques Minzolini Rodrigo Ferreira Cunha Metelo Carvalho New York Moses Dodo Nuno David Fernandes Cardoso SUBSIDIARIES BES Investimento do Brasil, S.A. Banco de Investimento (Brazil) Ricardo Abecassis Espírito Santo Silva BES Securities do Brasil, S.A. Corretora de Câmbios e Valores Mobiliários (Brazil) Ricardo Abecassis Espírito Santo Silva BESAF - BES Activos Financeiros, Ltda. (Brazil) Diogo Luís Ramos de Abreu Espírito Santo Capital - Sociedade de Capital de Risco, S.A. (Portugal) Francisco Ravara Cary João Arantes e Oliveira Espírito Santo Capital Brasil, S.A. (Brazil) Ricardo Abecassis Espírito Santo Silva Manuel Ferrão de Sousa Espírito Santo Investment p.l.c. (Ireland) Tiago Vaz Pinto Cyrne de Castro John Madigan Espírito Santo Investment Sp. Z.o.o. (Poland) Christian Georges Jacques Minzolini 1 Fixed Income operations started in Annual Report
8 Executive Committee José Maria Espírito Santo Silva Ricciardi Francisco Ravara Cary Rafael Caldeira de Castel-Branco Valverde Miguel António Igrejas Horta e Costa Chief Executive Officer (CEO), Deputy Chief Executive Officer, Vice- Executive Vice-Chairman of the Executive Vice-Chairman of the Vice-Chairman of the Board Chairman of the Board of Directors, Board of Directors, Senior Country Board of Directors (Corporate of Directors, Chairman of the Chief Financial Officer, Assets and Officer for Portugal, Senior Country Communication and Image, Global Management Committee Liabilities Committee (ALCO), Risk Officer for the United Kingdom, Institutional Relations and Premium (Compliance, Legal, Human Policies Committee, Global Credit and Chairman of the Portugal Geography Clients). Resources, Organisational Resources Risk Management Committee, Europe Committee, (Portugal Client and Information and Management Credit and Risk Management Committee, Origination, Acquisition Finance and Reporting Systems). Operational Committee, (Treasury, Espírito Other Lending, Family Offices, London Santo Capital Sociedade de Capital de Branch, London Client Origination and Risco, S.A.). Information & Documentation). Pedro Manuel de Castro Simões Ferreira Neto Ricardo Abecassis Espírito Santo Silva Executive Vice-Chairman of the Christian Georges Jacques Minzolini Executive Board Member, Senior Diogo Luís Ramos de Abreu Executive Board Member (Capital Executive Vice-Chairman of the Board of Directors, Senior Country Country Officer for Poland, Structure Advisory, BESAF BES Board of Directors, Senior Country Officer for Brazil, Chairman of Chairman of the Poland Geography Activos Financeiros, Lda). Officer for Angola, Chairman of Brazil Geography Committee, Committee, (Poland Branch, the Angola Geography Committee Joint Chairman of the Americas Espírito Santo Investment Sp. Z.o.o., (Project Finance and Securitisation). Credit and Risk Management Secretary General and Corporate Espírito Santo Investment 8 Committee, (Private Banking, BES Investimento do Brasil, S.A. Banco de Investimento and its subsidiaries, Brazil Client Origination). Development).
9 Frederico dos Reis de Arrochela Alegria Félix Aguirre Cabanyes Luis Miguel Pina Alves Luna Vaz Moses Dodo Executive Board Member (Global Markets). Executive Board Member, Senior Executive Board Member (Capital Executive Board Member, Senior Country Officer for Spain, Chairman Markets Origination, Secondary Country Officer for the United Spain Geography Committee Markets Equity, Fixed Income and States, Chairman of the United (Spain Branch and Spain Client Asset Management). States Geography Committee, Joint Origination). Chairman of the Americas Credit and Risk Management Committee (New York Branch). Nigel Keith Purse Paulo José Lameiras Martins Tiago Vaz Pinto Cyrne de Castro Executive Board Member (Project Executive Board Member (Corporate Executive Board Member, Chief Risk Finance and Securitisation). Finance and Mid-cap Financial Officer, Chief Operations Officer, Advisory). (Risk - Risk Control and Credit Risk Analysis, Accounting, Operations, Information Technology, Operational Risk (included in the Compliance Department), Information and Management Reporting Systems and Espírito Santo Investment, Plc.). 9 Annual Report
10 Senior Managing Directors with a seat on the Executive Committee José Luís de Saldanha Ferreira Pinto Basto Corporate Development Pedro Miguel Cordovil Toscano Rico Portugal Client Origination Espírito Santo Investment 10
11 New Organisation and Management Model Banco Espírito Santo de Investimento, S.A. s medium and long-term growth, characterised by the increasing internationalisation of its business areas, has demanded adjustments in the Bank s current organisational model. As a result, the Bank has decided to alter its current organisational and management structure in order to decentralise, create responsibility at and enhance the decision-making capacity of each of its operating units. The Bank s new Organisation and Management Model: Simplifies and increases the transversal nature of the top management structure, composed of Senior Managing Directors elected by the Executive Committee Members and by the Senior Managing Directors with a seat on the Executive Committee; Increases the participation of Senior Managing Directors in the corporate governance of the Bank; Strengthens the Commitment to Client Service; Ensures a more collaborative business structure in which teamwork is given priority and the Bank s close ties with Banco Espírito Santo s operating structures are maintained; Strengthens the Risk Management and Control Functions; Gives additional weight to Human Resources Policies. The implementation of the new model was largely concluded in, including the appointment of 19 new Senior Managing Directors by the Members of the Executive Committee and the Senior Managing Directors with a seat on the Executive Committee, their peers. One of the roles of the Senior Managing Directors is to develop team spirit and to disseminate the Bank s Principles and Values among its operating units. 11 Annual Report
12 Espírito Santo Investment Principles and Values Following the implementation of the New Organisation and Management Model, the Bank redefined its Principles and Values: Ownership A strong identification with the Bank s mission and corporate values and a strong sense of belonging to a team, involving a firm commitment to being an active and participant member. Feel the Bank as his/her own, living intensely its successes and failures. Behave with a strong sense of responsibility in terms of performance and risks in relation to both the Bank and its clients. Client Orientation Conquer, maintain and develop the client s trust by means of a professional attitude, focusing on its needs and trying to exceed its expectations, by defining strategies to maximise value and establish a true partnership. Excellence Provide quality services and the potential that results from innovative and creative solutions. Constantly seek perfection by paying attention to the details and obtaining results that exceed expectations. People Orientation Behave towards employees with respect and dignity, giving them room for personal and professional realisation. Respect the knowledge, skills and individuality of every employee. Learning Organization An attitude of continuous learning and innovation, promoting the diversity of ideas and the sharing of information. A permanent search for greater knowledge, making the Bank a source of distinctive knowhow in the market. Communication Demonstrate the ability to express opinions and points of view objectively and clearly at the same time as providing others with the space to express and affirm themselves. Enhance the value of information through assertiveness and active listening. Value a consistent, non-hierarchical open-door policy towards people at every level of the organisation, creating the appropriate level of transparency. Think and Act Internationally Be aware of global trends affecting business and informed of relevant business developments in a global context. Be able to assess and estimate how global events may impact local business and vice-versa, developing tasks in a global environment. Respect the differences between the regions where the Bank operates, guaranteeing the integrity of businesses. Ethics and Transparency Align corporate thought and behaviour to respond appropriately to the need for human solidarity and respect for human dignity. Respect regulations and implement corporate rules when developing businesses, always behaving in the best interests of the Bank. A high level of transparency in terms of annual reports, financial accounts and other corporate documents, ensuring that employees, shareholders, regulators, clients and the market in general are provided with adequate information. Passion to Win Show involvement and determination to keep growing, using exceptional levels of energy and motivation. Espírito Santo Investment 12
13 Consolidated Financial Highlights (thousands euros) Consolidated Income Statement 2008 % Change Consolidated Banking Income 228, ,744 Commissions 113,921 94,332 Net Interest Income and Market Results 114,713 94,412 Total Operating Expenses (105,840) (90,859) Staff Costs (68,307) (56,361) General and Administrative Expenses (34,939) (32,016) Depreciation and Amortisation (2,594) (2,482) Operating Income 122,794 97,885 Impairment and Provisions (52,924) (30,311) Minority Interest (7,315) (2,804) Profit before Income tax 62,555 64,770 Income Tax (12,171) (17,219) Consolidated Net Profit 50,384 47, % 20.8% 21.5% 16.5% 21.2% 9.1% 4.5% 25.5% 74.6% 160.9% (3.4%) (29.3%) 6.0% (thousands euros) Consolidated Balance Sheet 2008 Assets Financial assets held for trading 1,365,581 1,213,954 - Securities 755, ,295 Available-for-sale financial assets 528, ,287 Loans and advances to banks 747, ,633 Loans and advances to costumers 2,072,859 1,724,128 Other assets 1,163,272 1,003,751 Total Assets 5,877,475 5,331,753 Equity and Liabilities Share Capital 180,000 70,000 Minority Interest 59,983 24,713 Total Equity 526, ,725 Financial liabilities held for trading 456, ,035 Deposits from banks 1,657,092 1,177,679 Due to costumers 833,456 1,111,755 Debt securities issued 1,941,066 1,343,244 Other liabilities 462, ,315 % Change 12.5% 19.5% 11.2% 18.3% 20.2% 15.9% 10.2% 157.1% 142,7% 74.0% (35.8%) 40.7% (25.0%) 44.5% (32.5%) Total Equity and Liabilities 5,877,475 5,331, % 13 Annual Report
14 Organisational Chart Board of Directors Executive Committee Asset and Liabilities Committee Risk Policies Committee Credit and Risk Management Committees Global Management Committee Operational Committee Product Committees Geography Committees Client Origination Private Banking Product Divisions Corporate Finance Mid Cap Financial Advisory Acquisition Finance and Other Lending Project Finance and Securitisation Capital Markets - Origination Fixed Income Treasury Global Markets Capital Structure Advisory Equities Secondary Market Asset Management Departments Audit and Inspection (BES GROUP) Compliance Corporate Comunication and Image Accounting Information & Documentation Information and Management Reporting Systems Information Technology Legal Operations Organisational Resources Corporate Development Human Resources Risk Espírito Santo Investment 14
15 Rating In February, Standard & Poor s reaffirmed the A long-term and A-1 short-term ratings assigned to Banco Espírito Santo de Investimento, S.A. and revised the outlook from stable to negative, reflecting the possibility that further deterioration of the Portuguese economic environment might put greater pressure on profitability and asset quality. At the end of November, the Bank concluded its annual ratings revision process with Standard & Poor s. It is expected that the ratings resulting from this process will be assigned in the second quarter of In regard to the Bank s subsidiaries, Moody s assigned a national scale Aaa.br/BR-1 rating to BES Investimento do Brasil, S.A. in October. The global rating assigned for deposits in local currency was Baa2/P-3 and for deposits in foreign currency Baa3/P-3. The outlook is stable. In January 2010, Standard & Poor s assigned a global scale BBB-/A-3 rating and a braaa/bra-1 national rating scale to BES Investimento do Brasil, S.A.. The outlook is stable. The ratings assigned reflect the support the Bank receives from its shareholders and its strategic importance as a subsidiary of Banco Espírito Santo de Investimento, S.A. 15 Annual Report
16 Net Profit Distribution Proposal Considering that the individual profit and loss account for the year ending on 31 December, showed a profit of EUR 38,388, (thirty eight million, three hundred and eighty eight thousand, one hundred and thirty five euros and ninety six cents), the Board of Directors submits to the Annual General Meeting the following proposal for the distribution of net profits for the year: (euros) i. to the legal reserve 3,838, ii. to the free reserves 13,208, iii. for distribution as dividends 21,340, of which EUR 18,340, already paid as anticipated dividends during the year. TOTAL 38,388, In addition, the distribution of part of the free reserves in the amount of EUR 1.659,641,17 was approved at the General Meeting held on 14 December,. Espírito Santo Investment 16
17 Declaration of Conformity In accordance with Article 245, number 1, paragraph c) of the Portuguese Securities Code, the Members of the Board of Directors of Banco Espírito Santo de Investimento, S.A. hereby declare that, to the best of their knowledge: a. the individual financial statements of Banco Espírito Santo de Investimento, S.A. for the year ending on 31 December, were prepared in accordance with the legally applicable accounting standards; b. the consolidated financial statements of Banco Espírito Santo de Investimento, S.A. for the year ending on 31 December, were prepared in accordance with the legally applicable accounting standards; c. the financial statements referred to in paragraphs a) and b) above provide a true and accurate image of Banco Espírito Santo de Investimento, S.A and consolidated companies assets, liabilities, equity and earnings; d. the Management Report describes faithfully Banco Espírito Santo de Investimento, S.A and consolidated companies business evolution, performance and financial position for the year ending on December 31, and includes a description of the main risks and uncertainties that could affect the business. Lisbon, March 29, 2010 Ricardo Espírito Santo Silva Salgado (Chairman of the Board of Directors) José Maria Espírito Santo Silva Ricciardi (Vice-Chairman of the Board of Directors and Chief Executive Officer) Francisco Ravara Cary (Vice-Chairman of the Board of Directors and Executive Board Member) Rafael Caldeira de Castel-Branco Valverde (Vice-Chairman of the Board of Directors and Executive Board Member) Miguel António Igrejas Horta e Costa (Vice-Chairman of the Board of Directors and Executive Board Member) Pedro Manuel de Castro Simões Ferreira Neto (Vice-Chairman of the Board of Directors and Executive Board Member) Ricardo Abecassis Espírito Santo Silva (Vice-Chairman of the Board of Directors and Executive Board Member) Amílcar Carlos Ferreira de Morais Pires (Member) António Espírito Santo Silva Salgado (Member) Bernard Marcel Fernand Basecqz (Member) Bernardo Ernesto Simões Moniz da Maia (Member) Christian Georges Jacques Minzolini (Executive Board Member) Diogo Luís Ramos de Abreu (Executive Board Member) Duarte José Borges Coutinho Espírito Santo Silva (Member) Félix Aguirre Cabanyes (Executive Board Member) Frederico dos Reis de Arrochela Alegria (Executive Board Member) João Filipe Espírito Santo de Brito e Cunha (Member) José Manuel Pinheiro Espírito Santo Silva (Member) Luís Miguel Pina Alves Luna Vaz (Executive Board Member) Moses Dodo (Executive Board Member) Nigel Keith Purse (Executive Board Member) Paulo José Lameiras Martins (Executive Board Member) Philippe Gilles Fernand Guiral (Member) Tiago Vaz Pinto Cyrne de Castro (Executive Board Member) 17 Annual Report
18 01 Economic Outlook GDP Growth in Selected Economies 13,0% Economic Outlook - International 9,0% 8,7% as a whole was marked by strong falls or a slowdown in activity in the main economic areas, following the global financial crisis initiated in This was mainly the result of a sharp deterioration of confidence among the economic agents, leading to a retreat of demand and to a collapse of international trade flows in the first half of the year. The general backdrop of this recession was a shrinking of available liquidity in the financial markets, breeding an environment of stricter criteria in the financing of economic activity. To address this situation, the authorities put into practice aggressive programmes of financial stabilisation and stimulus to growth, which included cutting reference interest rates to levels close to zero, a massive injection of liquidity into the financial system (namely through the central banks purchase of private and public debt securities), and on the budgetary policy front, fiscal stimuli to the consumption of durable goods, and an increase in public investment in infrastructures. Thanks to the aggressive nature of these stimuli, clear signs that global activity was picking up and financial conditions were stabilising started to emerge as from the second half of the year and in particular in the fourth quarter. Demand deriving from these stimuli resulted in a strong recovery in industrial activity and international trade flows in the world s leading economies. However, emerging economies showed greater dynamism than developed countries. A lower direct exposure to the financial crisis in part explains this resilience, as well as, in some countries, a faster and more aggressive action in providing stimuli to economic activity. This was particularly true in the case of China, an unavoidable force within the destinies of the world economy. China s strong economic growth not only fosters intra-asian growth but also fuels the exporting sectors of the main advanced and emerging economies. The Chinese GDP grew by 8.7% in, closing the year in acceleration, at a twodigit growth rate moving towards the levels observed prior to the global financial crisis. The performance of the Chinese economy was mainly underpinned by the strong increase of investment and consumption. In fact, China responded swiftly to the downturn in global activity, shifting its growth pattern towards a domestic demand-oriented model, fuelled by a strong acceleration in the volume of credit granted (benefiting consumption and housing investment) and an aggressive investment effort in infrastructures. 5,7% 5,1% 2,1% 2,8% 2,3% 0,4% 0,6% -0,2% -1,2% -2,4% -4,0% -5,3% US Euro Zone China Brazil Japan Source: IMF This financial stabilisation reflected an abatement in aversion to risk and greater confidence on the normalisation of the financial sector, leading to a gradual slimming down of spreads in the money and credit markets. In the Euro Zone, with the key interest rate sliding from 1.5% to 1%, the 3-month Euribor dropped over the year from 2.89% to 0.7%. While remaining above pre-crisis levels, credit spreads tended to narrow down (the itraxx Financials index, which tracks the spreads on Credit Default Swaps, fell from a high of 206 basis points in March to 75 basis points at the end of the year). Financial Sector Liquidity Premiums (Cash Bonds vs. CDS Spreads) Basis Points iboxx EUR Financials itraxx Financials Senior 5 yr 50 0 Jan-07 Jul-07 Jan-08 Jul-08 Jan-09 Jul-09 Source: Reuters Notwithstanding the steep rise in oil prices in the course of (the price of Brent crude rose from USD 42 to USD 77 per barrel), the acceleration of productivity observed in the main economies allowed growth to recover in an environment of low inflation and interest rates. The equity and credit markets benefited from this environment, especially as from the second quarter. In the United States the Dow Jones, Nasdaq and S&P500 indices registered annual gains of 18.8%, 43.9% and 23.5%, respectively, while in the Euro Zone the DAX, CAC40 and IBEX were up by 23.9%, 22.3% and 29.8%. Reflecting the improved outlook for the emerging economies, the Bovespa (Brazil), Shanghai Composite (China) and Sensex (India) indices advanced by 82.7%, 79.9% and 81%, respectively. Espírito Santo Investment 18
19 Inflation Refi and Euribor Rates (%) % China US Euro Zone 5,5 5,0 4,5 4,0 3,5 3,0 6-month Euribor 3-month Euribor 1-month Euribor Taxa Refi 2 2,5 2, ,5 1,0 0,5 0,0 Jan-07 Jul-07 Jan-08 Jul-08 Jan-09 Jul-09 Source: Bloomberg Source: Bloomberg Main Share Price indexes 190 IBEX Jan = Dow Jones 90 PSI Nikkei DAX 50 Nasdaq Source: Bloomberg Economic Outlook - Euro Zone In the Euro Zone the economy s performance may be divided into two different periods. The first half of the year pursued the recession initiated in the second quarter of 2008, witnessing a strong contraction of activity (QoQ falls of 2.5% and 0.1% in the first two quarters), and sharp drops in exports and investment. This performance should still be seen in light of the consequences of the financial crisis, which reached its height between September and October In fact, the liquidity crunch and strong deterioration of confidence in the last months of that year induced a general retreat of demand and in particular a sharp contraction of external demand (this was especially the case in Germany, where GDP is thought to have registered a fall of nearly 5% in, the worst on record since World War II). At the same time, several economies in the Euro Zone continued to suffer from the effects of recession in the housing sector, which magnified the negative adjustment of demand. In the full year, the Euro Zone s GDP was down by 4%. However, the third and fourth quarters of already saw a return to positive growth (QoQ increases of 0.4% and 0.1% respectively), following five consecutive quarters of contraction. This improvement benefited from a rebound in exports, the positive impact of investment in the rebuilding of stocks (favouring industrial activity) and the monetary and fiscal stimuli put in place by the authorities. On the other hand, internal demand was still sluggish, suffering from restrictions on credit to consumption and private investment, the deterioration of conditions in the labour market (the unemployment rate kept rising to reach 9.9% of the labour force at year-end) and an increase in savings, warranted by a general attitude of caution. In terms of prices, the average annual inflation rate was 0.3% (3.3% in 2008), translating the absence of upward pressures on prices on the side of demand, as well as the trend in energy prices, namely the statistical effect of the decline in oil prices when compared to Under these circumstances, the European Central Bank (ECB) maintained until May the sliding trajectory of key rates, cutting the key interest rate twice by 50 basis points (in January and March) and twice by 25 basis points (in April and May). Since October 2008 this rate fell from 4.25% to 1%. Between January and May the ECB also slashed the discount and deposit rates by 125 and 175 basis points, respectively. In addition, the ECB also provided ample liquidity to the banking system, namely under three 12-month unlimited liquidity provision operations for a total of EUR 614 billion, the first two at a fixed rate of 1%, and the third at a rate tied to the rate of the main refinancing operations. The Euro Zone Spreads on 10-Year Public Debt Securities vs. Germany, Selected Economies 300 Greece 250 Basis Points 200 Ireland 150 Italy 100 Portugal 50 Spain 0 Oct-07 Mar-08 Aug-08 Jan-09 Jun-09 Nov-09 Source: Bloomberg The expansionary fiscal policies conducted by the national governments in an attempt to stir up domestic demand led to a significant deterioration in the public accounts, with the Euro Zone s overall budget deficit rising from 2% to ca. 6% of GDP. In particular, Greece, Ireland and Spain saw their general government deficits climb to over 10% of GDP. The result was an increase in these countries sovereign risk (a widening of the government bonds yield differential between these countries and Germany), which mostly penalised Greece and Ireland (whose ratings were downgraded at the end of the year) but also the other economies in the periphery of the Euro Zone (Italy, Spain and Portugal, the last two seeing a downward revision of the outlook on their credit ratings). 19 Annual Report
20 Espírito Santo Investment EUR/USD Exchange Rate 1,7 1,6 1,5 1,4 EUR/USD 1,3 1,2 1,1 1 0,9 0, Source: Bloomberg Economic Outlook - Portugal Reflecting the impact of the global economic recession, in the Portuguese economy suffered a GDP contraction of 2.7%. However, this performance was less unfavourable than that observed in Portugal s main partners in the European Union (GDP fell by 3.6% in Spain, 5% in Germany and 4.8% in the United Kingdom). Besides this relatively weaker intensity of the recession, Portugal was also one of the first economies in the EU to exit the cycle of GDP negative growth, as early as the second quarter of, despite a 0.2% GDP contraction in the fourth quarter of the year. This behaviour is explained by the fact that demand was not affected, as elsewhere, by strong negative wealth effects associated to corrections in the real estate market, or by disruptions in the financial system. In this sense, the recession that hit the Portuguese economy in mainly resulted from the fall in external demand, as well as from the natural deterioration in the confidence of families and companies, with a negative impact on consumption, and particularly on investment. In addition, both consumption and investment suffered from greater restrictiveness of credit to finance economic activity due to the shrinking of available liquidity on the international financial markets. Hence exports fell by 11.6% in, after retreating by 0.5% in the previous year. This decrease affected goods and services alike, as well as all the destinations of Portugal s exports within the European Union. Good exports to Angola fell only slightly (0.6% in nominal terms), reinforcing Angola s position as Portugal s fourth largest export market and increasing its share of total Portuguese exports from 6% in 2008 to 7.2% in. Reflecting the contraction of internal demand, imports fell by 9.2%, after having risen by 2.7% in Worsening expectations regarding the behaviour of internal and external demand, high levels of uncertainty, and lower availability of credit, all weighed heavily on investment, which registered a real fall of 12.6%. Besides the reduction of fixed capital expenditure, the contraction in stock levels further emphasised the negative contribution of investment to GDP. Hence investment by companies is reckoned to have registered a real fall of nearly 15%, which was not offset by the strong increase in public investment (of close to 13%), this being the main sign of the fiscal stimuli to economic activity, in so far as public consumption registered 20 a real increase of 3.5%. Housing investment by families further stressed the downward trend observed in 2008, falling by close to 12% in. Dwindling confidence levels and growing uncertainty amidst families translated into a drop in private consumption of around 0.8%. Considering that the decline in interest rates, and in particular the increase in State contributions, effectively resulted in an increase in the available income of families, the decline in private consumption is mainly explained by the cautious attitude adopted by families. Hence was marked by a significant increase in the savings ratio, which rose to just over 8% of disposable income, thus breaking the downward trend observed since The adverse behaviour of private consumption is explained by the sharp drop in consumption of durable goods, in so far as expenses in non durable goods registered a slim increase. The purchasing power of families benefited in from negative inflation. In average annual terms, inflation fell from 2.6% to -0.8%. This primarily reflects a statistical effect linked to the steep rise in the price of commodities (mainly oil) in But it also translates the recessive environment lived in, which is thought to have strongly constrained the price-setting capability of companies. Main Economic Indicators - Portugal Notwithstanding the negative performance of exports, will also be marked by a correction of the combined current and capital account balances, or external deficit, from 10.3% to around 9.4% of GDP. This was mainly the result of the deleveraging process undertaken by the private sector in, but it also reflects a decline in the energy deficit. While the private sector s financing needs declined, the general government s financing needs increased. This was mainly the result of the fiscal stimuli provided to economic activity, but also reflects the impact of the cyclical downturn on the public accounts. Hence the public deficit climbed from 2.7% to 9.3% of GDP. Economic Outlook - Spain Real growth rates (%), except as otherwise indicated GDP 0,8-0,8 1,5 0,9 1,4 1,9 0,0-2,7 Private Consumption 1,3-0,1 2,5 2,0 1,9 1,6 1,7-0,8 Public Consumption 2,6 0,2 2,6 3,2-1,4 0,0 1,1 3,5 Investment -4,7-8,3 2,5-1,5-0,3 3,4 0,5-12,6 Exports 1,5 3,9 4,0 2,0 8,7 7,8-0,5-11,6 Imports -0,7-0,8 6,7 3,5 5,1 6,1 2,7-9,2 Inflation (IPC) 3,6 3,3 2,4 2,3 3,1 2,5 2,6-0,8 Budget Deficit (% of GDP) -2,8-2,9-3,4-6,1-3,9-2,6-2,7-9,3 Public Debt (% of GDP) 55,5 56,9 58,3 63,6 64,7 63,6 66,3 77,2 Unemployment (% of labour force) 5,1 6,4 6,7 7,6 7,7 8,0 7,6 9,5 Current & Capital Account Balance (% of GDP) -6,0-3,3-5,7-8,3-9,3-8,1-10,3-9,4 Sources: INE, Bank of Portugal, Finance Ministry, European Comission, OECD, Espírito Santo Research In the Spanish economy further stressed its growth pattern of recent years, which was marked by the adjustment of the various imbalances bred over the last decade (growth excessively dependent on construction and consumption, rising indebtedness, insufficient competitiveness).