FIRST SUPPLEMENT. (dated 24 July 2014) to the BASE PROSPECTUS. (dated 16 January 2014) BANIF BANCO INTERNACIONAL DO FUNCHAL, S.A.

Transcription

1 FIRST SUPPLEMENT (dated 24 July 2014) to the BASE PROSPECTUS (dated 16 January 2014) BANIF BANCO INTERNACIONAL DO FUNCHAL, S.A. (incorporated with limited liability in Portugal) EUR 3,000,000,000 Covered Bonds Programme This supplement dated 24 July 2014 (the First Supplement ) to the Base Prospectus dated 16 January 2014 (the Base Prospectus ), constitutes a supplement to the Base Prospectus, in the meaning of article 16 of Directive 2003/71/EC, as amended, prepared in connection with the Covered Bonds Programme (the Programme ) established by Banif Banco Internacional do Funchal, S.A. (the Issuer, fully identified in the Base Prospectus). Terms defined in the Base Prospectus have the same meaning when used in this First Supplement. Banif Banco Internacional do Funchal, S.A., with head office at Rua de João Tavira, no. 30, Funchal, Portugal, the members of its Board of Directors, the members of its Audit Committee and its Statutory Auditor have taken all reasonable care to ensure that the information contained in the Base Prospectus, as supplemented by this First Supplement, is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. This First Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus. To the extent that there is any inconsistency between any statement in this First Supplement and any other statement in or incorporated by reference in the Base Prospectus, the statements in this First Supplement will prevail. 1

2 Save as disclosed in this First Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the approval of the Base Prospectus. This First Supplement and the Base Prospectus are available for viewing in the following websites: Website of the issuer: Website of the Comissão do Mercado de Valores Mobiliários: 2

3 I. GENERAL AMENDMENTS 1. This First Supplement dated 24 July 2014 shall be referred to together with the Base Prospectus. II. RESPONSIBILITY STATEMENT 2. The fourth paragraph under the Chapter RESPONSIBILITY STATEMENT shall be amended and replaced by the following: Ernst & Young Audit & Associados SROC, S.A. registered with the CMVM with number 9011, with registered office at Av. da República, 90 6º - Lisbon, Portugal (the Statutory Auditor of the Issuer), audited the consolidated financial statements of Banif as of and for the years ended 31 December 2011, 2012 and 2013 and performed a limited audit to the consolidated financial statements of Banif for the 6 months ended 30 June III. RISK FACTORS 3. The following paragraphs under chapter RISK FACTORS shall be amended and replaced and added as follows: (i) On page 7 of the Base Prospectus, under the sixteenth paragraph under the heading Portuguese Economy shall be added the following: In May 2014, Portugal has exited its three-year-long international bailout program, regaining control of its finances and it did not seek a credit line for any post-bailout emergencies, but signalling that austerity measures aren't over. The conservative government met for the occasion to develop a medium-term strategy on continuing the reforms and encouraging economic growth. (ii) On page 11 of the Base Prospectus, the first paragraph under the heading Risk of a Sovereign rating Downgrade shall be amended and replaced by the following: The rating agencies Standard & Poor s Credit Market Services Europe Limited ( S&P ), Moody s Investors Services Ltd. ( Moody s ), Fitch Ratings Limited ( Fitch ) and DBRS, Inc. ( DBRS ) have, on more than one occasion over the last years, downgraded the long term rating of Portugal. Current ratings are as follows: S&P: BB as of 13 January 2012, with outlook stable as of 9 May 2014; Moody s: Ba2 (positive outlook) as of 9 May 2014; Fitch: BB+ (positive outlook) as of 11 April 2014; DBRS: BBB (low) (outlook stable) as of 26 May Each of Moody s, S&P and Fitch is established in the European Economic Area ( EEA ) and registered under the CRA Regulation. DBRS is not established in the European Union and has not applied for registration under the CRA Regulation. DBRS ratings have been endorsed by DBRS Ratings Limited in accordance with the CRA 3

4 Regulation. DBRS Ratings Limited is established in the European Union and registered under the CRA Regulation. (iii) On page 13 of the Base Prospectus, under the last point of the third paragraph under the heading Implications of the European Banks Recapitalization on Banif and on the Portuguese Banking System shall be inserted the following: June/14: 138,504, increase of share capital by public subscription being the share capital of Banif increased to 1,720,700,000, represented by 115,640,000,000 shares without nominal value. This capital increase operation was performed through public offering under which were fully subscribed 13,850,447,957 new shares at a price Unit of 0.01 (iv) On page 13 of the Base Prospectus, the fifth paragraph under the heading Implications of the European Banks Recapitalization on Banif and on the Portuguese Banking System shall be amended and replaced by the following: The reimbursements of the CoCos are expected to take place in three phases. After the completion of the share capital increase operations on June, July, August and October, 2013, in the total amount of million, Banif performed on August 29, 2013 to the reimbursement of the amount of 150,000,000 relative to the CoCos (such reimbursement was scheduled to be made on June 30, 2013). On April 11, 2014 Banif repurchased 125 million of contingent convertible bonds (CoCo) and a third reimbursement of the remaining 125,000,000 is expected to take place by December (v) On page 14 of the Base Prospectus, the seventh paragraph under the heading Implications of the European Banks Recapitalization on Banif and on the Portuguese Banking System shall be amended and replaced by the following: The Portuguese State held, as of June 04, 2014, a per cent. stake in Banif, which corresponds to per cent. of the voting rights. Furthermore, unless the Portuguese State uses the mechanisms of divestment foreseen in Law 63-A/2008, 24 November, as amended by Law 48/ July, or it occurs the entrance of new shareholders in the Banif s share capital, after the conclusion of the 2nd phase of the Recapitalisation Plan and until the beginning of the public divestment process to be finalized by 2017, it is expected that the Portuguese State will hold per cent. of Banif s share capital, which corresponds to per cent. of voting rights (following the 450M share capital increase subscribed by private investors). 4

5 (vi) On page 14 of the Base Prospectus, the first paragraph under the heading Restructuring Plan shall be replaced the following: In conjunction with the Recapitalization Plan, Portugal committed to the EC to provide a far-reaching Restructuring Plan for the Group until March 31, Such plan has been subject to detailed and prolonged negotiations between the Ministry of Finance of Portugal and the Directorate General for Competition, and is still subject to final approval by the college of commissioners of the EC. On February 4, 2014, was submitted to the European Commission a revised restructuring plan for Banif - Financial Group, containing the proposed restructuring measures, including measures necessary to enable the repayment of public investment in the form of CoCos in the process of recapitalization of the Bank and the timetable for their implementation. The plan is still subject to discussion and approval by the European Commission and is currently being updated incorporating the accounts of the first quarter of 2014 for submission. Only after final approval of the restructuring measures proposed by Portugal in the Restructuring Plan will it be possible to ensure the compatibility of the capital injection received by the Group with EU state aid rules. Consequently, the Restructuring Plan is not definitively closed yet, but it is already possible to present a set of general guidelines already agreed, even though the final content may be further adjusted. Due to the confidential nature of on-going negotiations between Portugal and the Directorate General for Competition of the European Commission, the specific terms of the Restructuring Plan cannot be disclosed by the Issuer. IV. DOCUMENTS INCORPORATED BY REFERENCE 4. On page 44 of the Base Prospectus, the first paragraph, lines (a) and (c), pertaining to the heading Documents Incorporated By Reference, shall be amended and replaced by the following: (a) the audited consolidated financial statements of the Issuer in respect of the financial years ended 31 December 2011 (in respect of the Issuer s former designation as Banif SGPS, S.A. ), 31 December 2012 and 31 December 2013, in each case together with the auditors reports prepared in connection therewith (available at and at (b) ( ); (c) the unaudited consolidated financial statements of the Issuer for the period ended 31 March V. DESCRIPTION OF THE ISSUER 5. The below mentioned paragraphs under the chapter DESCRIPTION OF THE ISSUER shall be amended and replaced and added by the following: 5

6 (i) On page 112 of the Base Prospectus, the first paragraph under the heading Incorporation and Registered Office shall be amended and replaced by the following: Banif - Banco Internacional do Funchal, S.A. (public limited company), which is currently the parent company of the Banif Financial Group, was established on January 1988 in Funchal, Madeira, Portugal. It is organised according to the laws of Portugal at the Commercial Registry under no Its registered office is at Rua João Tavira, no. 30, Funchal, Portugal. Its telephone number is Banif s capital is constituted by 45,640,000,000 ordinary and 70,000,000,000 special shares being the ordinary shares traded on the Euronext Lisbon stock exchange. Banif s share capital amounts to ,00, represented by 115,640,000,000 shares with no par value (sem valor nominal). (ii) On page 116 of the Base Prospectus, under the last point of the first paragraph under the heading Recapitalisation Plan shall be inserted the following: June/14: 138,504, increase of share capital by public subscription being the share capital of Banif increased to 1,720,700,000.00, represented by 115,640,000,000 shares without nominal value. This capital increase operation was performed through public offering under which were fully subscribed 13,850,447,957 new shares at a price Unit of 0.01 (iii) On page 116 of the Base Prospectus, the second paragraph under the heading Recapitalisation Plan shall be amended and replaced by the following: The CoCos are eligible for Core Tier I own funds and subject to an annual interest rate of 9.5 per cent., increased by 25 bps each year from 2013 to 2014 and 50 bps annually thereafter. Reimbursements are expected to take place in three phases. After the completion of the share capital increase operations on June, July, August and October 2013, in the total amount of million, Banif performed on August 29, 2013 to the reimbursement of the amount of relative to the CoCos. On April 11, 2014 Banif repurchased 125 million of contingent convertible bonds (CoCo) and a third reimbursement of the remaining 125,000,000 is expected to take place by December (iv) On page 116 of the Base Prospectus, the fourth paragraph under the heading Recapitalisation Plan shall be amended and replaced by the following: The Portuguese State held, as of June 04, 2014, a per cent. stake in Banif, which corresponds to per cent. of the voting rights. Furthermore, unless the Portuguese 6

7 State uses the mechanisms of divestment foreseen in Law 63-A/2008, 24 November, as amended by Law 48/ July, or it occurs the entrance of new shareholders in the Banif s share capital, after the conclusion of the 2nd phase of the Recapitalisation Plan and until the beginning of the public divestment process to be finalized by 2017, the Portuguese State will hold per cent. of Banif s share capital, which corresponds to per cent. of voting rights (following the 450M share capital increase subscribed by private investors). According to Ministerial Order no B/2013, the Government of Portugal, as a holder of special shares, is entitled to receive a payment priority (preferred dividends) corresponding to a percentage equal to its economic interest over 30 per cent. of distributable profits of Banif the relevant financial year. Other than that, any distributable profits which would otherwise be available to distribute as dividends to shareholders shall be used to pay any priority dividend in respect to the special shares held by the Portuguese State and/or to buyback any CoCos or Special Shares. (v) On page 117 of the Base Prospectus, the first paragraph under the heading Restructuring Plan shall be added the following: In conjunction with the Recapitalization Plan, Portugal committed to the EC to provide a far-reaching Restructuring Plan for the Group. Such plan has already been submitted in several versions, along with additional information, and has been subject to detailed and prolonged negotiations between the Ministry of Finance of Portugal and the Directorate General for Competition, and is still subject to final approval by the college of commissioners of the EC. On February 4, 2014, was submitted to the European Commission a revised restructuring plan for Banif - Financial Group, containing the proposed restructuring measures, including measures necessary to enable the repayment of public investment in the form of CoCos in the process of recapitalization of the Bank and the timetable for their implementation. The plan is still subject to discussion and approval by the European Commission and is currently being updated incorporating the accounts of the first quarter of 2014 for submission. Only after final approval of the restructuring measures proposed by Portugal in the Restructuring Plan will it be possible to ensure the compatibility of the capital injection received by the Group with EU state aid rules. Consequently, the Restructuring Plan is not definitively closed yet, but it is already possible to present a set of general guidelines already agreed, even though the final content may be further adjusted. Due to the confidential nature of on-going negotiations between Portugal and the Directorate General for Competition of the European Commission, the specific terms of the Restructuring Plan cannot be disclosed by the Issuer. 7

8 (vi) On page 119 of the Base Prospectus, after the text under the heading Terms of Commitment, a new heading shall be added as follows: Reducing of operating costs Employees and Agencies Banif has been implementing, over the last two years, a process of profound transformation for strengthening operational efficiency in a context of structural adjustment of the banking sector and the significant changes of the regulatory and macro-prudential framework. Towards enhancing the profitability of the Group, in particular by reducing operating costs, the Banif Executive Committee decided to accelerate, until the end of 2014, the agencies closing program that will cover 60 units. As of June 2014 were already closed 40 agencies. The adjustment of the geographic presence of the Bank will imply the reduction of 300 jobs. Banif created a program of voluntary and friendly terminations for employees. As of June 2014 the program was already accomplished, although it remains an ongoing broader program to reduce staff. With these measures, conditions are set to achieve strategic goals until 2017, in terms of concentration, geographic focus and target business segments. (vii) On page 123 of the Base Prospectus, the paragraph under the heading International Area shall be amended and replaced by the following: Banif should proceed with the progressive divestment of the banking units that lie outside the sphere of action of the retail banking as well as all international units (excluding representative offices and other forms of acting regarding emigration business) by the end of These divestments will take place during the implementation period of the Restructuring Plan, occurring sparingly in order to maximize value for Banif - Financial Group. The disposals may be made through public or private transactions, negotiated sales or a combination of both. Thus, under the Restructuring Plan, if approved, and in order to repay the state investment, Banif may proceed to the divestment of all its international business units, including Brazil, Malta, USA, Cape Verde, Bahamas, Banif Mais International and Banca Pueyo, until the end of 2017 or sooner. The relatively advanced stage of negotiations with third parties, leading to the completion of operations to achieve these divestments, justified the classification of the Bank Banif Brasil, Banco Caboverdiano de Negócios and Banif Bank (Malta) as discontinued operations from December

9 (viii) On page 124 of the Base Prospectus, after the last paragraph under the heading Main Financial Indicators of Banif Financial Group as of September 2013, shall be added the new heading Main Financial Indicators of Banif Financial Group as of March 2014 with the following table and text: The net interest income rose 59 per cent. year on year, to 33.3 million euros, reflecting the effects of the current process of business model adjustment, which consists in a strategy of repositioning Banif commercially, offering higher value products to the corporate segment and cutting funding costs through greater selectivity in the capture of customer resources. Excluding the effect of costs related with the voluntary redundancy program (5.1 million euros in the first quarter of 2014, compared with 0.2 million euros in the first quarter of 2013), structure costs fell by 4.9 per cent. versus the first quarter of 2013 (-6.9 per cent. excluding non-recurrent recapitalization-related costs). It is worth recalling that already in 2013 the Bank recorded a 12.8 per cent. reduction in operating costs, including a set of nonrecurrent recapitalization-related costs that reached 13.2 million euros. Net provisions and impairments in the first quarter of 2014 stood at 48.1 million euros. The coverage ratio of overdue credit (>90 days) by impairments stood at 96.5 per cent. at the end of March 2014, not including collateral guarantees, taking into account the effect of discontinued operations. 9

10 As at 31 March 2014 the Common Equity Tier 1 ratio, calculated in accordance with the CRD IV/CRR rules applicable in 2014 ( phasing in), and fully implemented stood at 10.2 per cent. and 8.0 per cent., respectively, above the minimum levels required by the regulatory authorities. (ix) On page 135 of the Base Prospectus, the last two paragraphs under the heading Shareholder structure of Banif shall be amended and replaced by the following: At the date of this Prospectus, the shares held by the Portuguese State stood at per cent. of the share capital, corresponding to per cent. of the voting rights. With regard to other holdings, the Undivided Inheritance of Horácio da Silva Roque held a qualified holding in Banif, indirectly owned, representing 7,298,748,811 ordinary shares, representing per cent. of the share capital and per cent. of the voting rights (which includes participation under Article 20 of the Portuguese Securities Code, the 6,953,088,628 ordinary shares, representing per cent. of the share capital and per cent. of the voting rights held by Açoreana Seguros). Following negotiations with Equatorial Guinea s authorities, a non-binding memorandum of understanding (MoU) was signed on 27 January 2014, aiming at (i) promote the cooperation between the Equatorial Guinea s authorities and Banif in relation to the guinea s banking sector and, (ii) express the intention of a Guinean public company or fund acquire a qualified shareholding in the capital of Banif, in an amount of million euros. (x) On page 135 of the Base Prospectus, the text and table under the heading Members of the Board, shall be amended and replaced by the following: Following the amendments to the Articles of Association approved at a meeting of the General Assembly of May 30, 2014, which substantiate the abandonment of the classic model of governance and the adoption of the Anglo-Saxon model, the existing Audit Committee became extinct on this date, with the termination of service of its members, and was created a new Audit Committee of the Board of Directors, which will be entrusted with supervision, in accordance with legal and statutory terms for that body. Following the resolutions adopted at this General Assembly and the cessation of functions of the former Audit Committee members, including the member appointed by the Portuguese Government, those members are now being integrated into the Board of Directors, for the exercise of functions in its new Audit Committee. In this context, the above mentioned decision shall produce effects after the Bank of Portugal approval of the statutory change and completion of the registration procedures 10

11 with the Bank of Portugal which is expected to occur in the near future. Therefore, after the verification of such condition and due to the changes mentioned above, the Board of Directors of Banif, on the three year period , shall be composed of the members listed below: (i) (ii) (iii) (iv) (v) (vi) Luís Filipe Marques Amado (Chairman of the Board) - Independent Jorge Humberto Correia Tomé (Vice-Chairman of the Board and Chairman of the Executive Comittee) Not Independent Maria Teresa Henriques da Silva Moura Roque (Vice-Chairman of the Board) Not Independent Vitor Manuel Farinha Nunes (Member of the Board) Not Independent Nuno José Roquette Teixeira (Member of the Board) Not Independent João Paulo Pereira Marques de Almeida (Member of the Board) Not Independent (vii) João José Gonçalves de Sousa (Member of the Board) Not Independent (viii) António Carlos Custódio de Morais Varela (Member of the Board) Not Independent (ix) Fernando Mário Teixeira de Almeida (Member of the Board and Chairman of the Audit Committee) Not Independent (x) António Ernesto Neto da Silva (Member of the Board and the Audit Committee) Independent (xi) Thomaz de Mello Paes de Vasconcellos (Member of the Board and the Audit Committee) Independent (xii) Issuf Ahmad (Member of the Board and the Audit Committee) Not Independent The corporate address of the Directors is: Rua de João Tavira, 30, Funchal, Portugal. It is set out, on the following table, the name of all the companies that the members of the Board of Directors have already been members of corporate bodies, on the five previous years to the date of the Prospectus, including positions in consolidated direct subsidiaries and holdings, as well as positions in other companies not belonging to Banif Financial Group. 11

12 Board of Directors Chairman: LUIS FILIPE MARQUES AMADO Corporate positions in other companies: a) Banif Group Chairman of the General Meeting and Chairman of the Compensation Committee Banco Caboverdiano de Negócios, SA Chairman of the Supervisory Board Banif Plus Bank ZRT b) Other positions International Consultant Visiting Professor Instituto Superior de Ciências Sociais e Políticas Business School da Universidade Nova de Lisboa Curator Fundação Oriente Member of the Superior Board D. Dinis, Business School Member of the Board of Directors Fundação Francisco Manuel dos Santos Member of the Council of Patrons Fundação Arpad Szenes Vieira da Silva Member European Council on Foreign Relations Correspondent Academic Academia Internacional de Cultura Portuguesa 12

13 Vice-Chairman: JORGE HUMBERTO CORREIA TOMÉ Corporate positions in other companies: a) Grupo Banif Chairman of the Board Banif - Banco de Investimento (Brasil), SA Banif Imobiliária, SA Banif - Banco Internacional do Funchal (Brasil), SA Banif - Banco de Investimento, SA Banif Finance, Ltd Banif International Bank, Ltd Banif Capital Sociedade de Capital de Risco, SA Chairman of the Executive Committee Banif Finance, Ltd Banco Banif Mais, SA Member of the Board of Directors Banif Bank (Malta), PLC Banif International Bank, Ltd. Banco Banif Mais, SA Banif Mais, SGPS, SA Banif Finance, Ltd Banif Capital Sociedade de Capital de Risco, SA b) Other positions Member of the Board of Directors Associação Portuguesa de Bancos (in behalf of Banif - Banco Internacional do Funchal, SA) 13

14 Vice-Chairman: MARIA TERESA HENRIQUES DA SILVA MOURA ROQUE Corporate positions in other companies: a) Banif Group Member of the Board of Directors Banco Banif Mais, SA Banif Mais SGPS SA Banif Bank (Malta) p.l.c. Chairman of the General Meeting Banif Gestão de Activos Sociedade Gestora de Fundos de Investimento Mobiliário, SA, em representação da Rentipar Financeira SGPS, SA Banif Capital - Sociedade de Capital de Risco, SA, em representação da Rentipar Financeira SGPS, SA b) Other positions Chairman of the Board Sociedade Imobiliária de Empreendimentos Turísticos Siet Savoi, SA Soil SGPS, SA Rentipar Seguros, SGPS, SA Rentipar Financeira, SGPS, SA Vice-Chairman of the Board Fundação Horácio Roque Instituição Particular de Solidariedade Social, SA Empresa Madeirense de Tabacos, SA Rama-Rações para Animais, SA Aviatlântico Avicultura, SA Açoreana Seguros, SA Member of the Board of Directors Rentipar Investimentos, SGPS, SA Câmara de Comércio Luso-Britânica 14

15 MS Mundi Serviços Técnicos de Gestão e Consultoria, SA Manager Ronardo Gestão de Empresas, Lda Chairman of the General Meeting Rentimédis - Mediação Seguros, SA Génius - Mediação Seguros SA Mundiglobo - Habitação e Investimentos, SA Empresa Madeirense de Tabacos, SA Rama-Rações para Animais, SA Aviatlântico Avicultura, SA Habiprede - Sociedade de Construções, SA Vice Chairman of the General Meeting Sociedade Imobiliária de Empreendimentos Turísticos Siet Savoi, SA Member of the Board of Directors St. Julian s School Carcavelos Member of the Consultative Council Câmara de Comércio e Indústria Luso-Espanhola Nova School of Business and Economics Member of the Board: ANTÓNIO CARLOS CUSTÓDIO DE MORAIS VARELA 1 a) Other positions: Member of the Compensation Committee from Banif Banco internacional do Funchal SA and member of the Advisory Board (CFO Forum of ISCTE- IUL). 1 Member of the Board of Directors appointed by Order No A/2013, 1 March, the Ministry of Finance, on behalf of the Portuguese State. 15

16 Member of the Board: JOÃO JOSÉ GONÇALVES DE SOUSA No other positions in other companies Member of the Board: JOÃO PAULO PEREIRA MARQUES DE ALMEIDA Corporate positions in other companies: a) Banif Group Member of the Board of Directors Banif Banco Internacional do Funchal (Brasil), SA Banif Banco de Investimento (Brasil), SA Banif Finance, Ltd Member of the Board: NUNO JOSÉ ROQUETTE TEIXEIRA Corporate positions in other companies: a) Banif Group Chairman of the Board Gamma Sociedade de Titularização de Créditos, SA Banif Gestão de Activos (Brasil), SA Vice-Chairman of the Board Banif Banco de Investimento (Brasil), SA Member of the Board of Directors Banif - Banco Internacional do Funchal (Brasil), SA Banif - Banco Internacional do Funchal (Cayman), Ltd Banif International Bank, Ltd Banif Finance, Ltd Banif Securities, Inc Chairman of the General Meeting Beta Securitizadora, SA 16

17 Member of the Compensation Committee Banif Imobiliária, SA b) other entities Member of the Board of Directors Açoreana Seguros, SA Member of the Board: VITOR MANUEL FARINHA NUNES Corporate positions in other companies: a) Banif Group Chairman of the Board Banif Rent Aluguer Gestão e Comércio de Veículos Automóveis, S.A Vice-Chairman of the Board Banif Banco de Investimento, S.A. Member of the Board of Directors Banif Mais SGPS, S.A. Banco Banif Mais, S.A. Banif Plus Bank Zrt. TCC Investments Luxembourg, S.à.r.l. Banif Imobiliária, SA Banif Capital Sociedade de Capital de Risco, SA Gamma Sociedade de Titularização de Créditos, SA Manager Margem - Mediação de Seguros, Lda. Member of the Consultative Council ECS Sociedade de Capital Risco, SA (in behalf of Banif Banco Internacional do Funchal, SA) Member of the Steering Committee of the Consolidation Fund of the Construction Sector 17

18 Vallis Construction Sector Consolidation Fund, G.P. S.à.r.l., SICAV-SIF, (in behalf of Banif - Banco Internacional do Funchal, SA). Member of the Monitoring Commission of Banif Pension Funds Pension Plans, in behalf of the Banif Banco Internacional do Funchal, SA associate b) other positions Sole Administrator FN Participações, SGPS, SA Audit Committee Chairman: FERNANDO MÁRIO TEIXEIRA DE ALMEIDA Corporate positions in other companies: a) Banif Group: Chairman of the Audit Committee Banif - Banco de Investimento, SA b) Other positions Chairman of the Audit Committee Açoreana Seguros, SA Member of the Board: ANTÓNIO ERNESTO NETO DA SILVA Corporate positions in other companies: a) Other positions Chairman of the Board Deimos Engenharia, SA Financetar- Sociedade de Serviços Financeiros, Empresariais e Imobiliários, SA Vice-Chairman of the General Meeting CIP Confederação Empresarial de Portugal, SA 18

19 Member of the Board: THOMAZ DE MELLO PAES DE VASCONCELLOS Corporate positions in other companies a) Other positions Member of the Audit Committee Açoreana Seguros, SA Member of the Board and Chairman of the Audit Committee and Compensation Committee TimeW SGPS No other positions in other companies Member of the Board: Dr. ISSUF AHMAD The following table shows the number of shares held directly by members of the Board of Directors and Audit Committee of Banif at June 04, 2014: Member of the Board / Audit Committee Number of shares held as of 04/06/2014 Jorge Humberto Correia Tomé Maria Teresa Henriques da Silva Moura Roque João José Gonçalves de Sousa João Paulo Pereira Marques de Almeida Nuno José Roquette Teixeira Vitor Manuel Farinha Nunes Fernando Mário Teixeira de Almeida Total

20 No share allocation plans or stock option plans or plans based on variation of stock prices are currently in operation, nor are there plans for any such plans of options. The compensation of Banif Management and Supervisory Bodies was thousands in The remunerations, in 2013, of the members of the Board of Directors (including the members of the Executive Committee) and the former Audit Committee were: Name Remuneration (including attendance fees) Luís Filipe Marques Amado Jorge Humberto Correia Tomé Maria Teresa H. M. Roque Vitor Manuel Farinha Nunes Nuno José Roquette Teixeira Diogo António Rodrigues da Silveira João Paulo Pereira Marques de Almeida João José Gonçalves de Sousa António Carlos Custódio Morais Varela (*)