(A free translation of the original version in portuguese)
Individual and Consolidated Financial Statements under BRGAAP for the years
ended December 31, 2013 and 2012, for the Six Months ended December 31, 2013
and Independent Auditor’s Report.
Banco Pine S.A.
PricewaterhouseCoopers Auditores Independentes
(A free translation of the original in Portuguese)
Independent Auditor’s Report
To the Board of Directors and Stockholders
Banco Pine S.A.
We have audited the accompanying financial statements of Banco Pine S.A. (the “Institution”) standing
alone, which comprise the balance sheet as at December 31, 2013 and the statements of operations,
changes in equity and cash flows for the year and six-month period then ended, as well as the
accompanying consolidated financial statements of Banco Pine S.A. and its subsidiaries
(“Consolidated”), which comprise the consolidated balance sheet as at December 31, 2013, and the
consolidated statements of operations, changes in equity and cash flows for the year and six-month
period then ended, and a summary of significant accounting policies and other explanatory
information.
Managements responsibility for the
consolidated financial statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with accounting practices adopted in Brazil, applicable to institutions authorized to operate
by the Brazilian Central Bank (BACEN), and for such internal control as management determines is
necessary to enable the preparation of 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 our audit in accordance with 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 the 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 the auditor’s 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, the auditor considers internal control relevant to the
Institution’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 Institution’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.
Banco Pine S.A.
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
Banco Pine S.A. standing alone and of Banco Pine S.A. and its subsidiaries as at December 31, 2013,
and the Institution’s financial performance and cash flows, as well as the consolidated financial
performance and cash flows, for the year and six-month period then ended, in accordance with
accounting practices adopted in Brazil, applicable to institutions authorized to operate by the Brazilian
Central Bank (BACEN).
Other matters
Statement of value added
We have also audited the Institution’s and the consolidated statements of value added for the year and
six-month period then ended December 31, 2013, prepared under management’s responsibility, the
presentation of which is required by Brazilian corporate legislation for listed companies. These
statements were subjected to the same audit procedures described above and, in our opinion, are fairly
presented, in all material respects, in relation to the financial statements taken as a whole.
Sáo Paulo, February 17, 2014
PricewaterhouseCoopers
Auditores Independentes
CRC 28Po00160/0-5
Edison Arisa Pereira
Contador CRC 18P127241/0-0
(version only in portuguese)
BANCO PINE S/A
CNPJ 62.144.175/0001-20 – Companhia Aberta NIRE 35300525515
RESUMO DO RELATÓRIO DO COMITÉ DE AUDITORIA
EXERCÍCIO SOCIAL 2.013
O Comité de Auditoria do Banco Pine S/A e das suas controladas é um órgáo estatutário
subordinado ao Conselho de Administragáo, implantado em atendimento ás
regulamentacóes do Banco Central do Brasil – BACEN e da Comissáo de Valores
Mobiliários – CVM.
De acordo com o estabelecido no Estatuto Social do Banco Pine S/A e no seu Regimento
(disponíveis no site www.pine.com/ri), compete ao Comité zelar (i) pela qualidade e
integridade das Demonstracóes Financeiras; (ii) pelo cumprimento das exigéncias legais e
regulamentares; (iii) pela atuagáo, independéncia e qualidade do trabalho da empresa de
auditoria independente; (iv) pela atuagáo, independéncia e qualidade do trabalho da
Auditoria Interna; e (v) pela qualidade e efetividade dos sistemas de controles internos e de
administragáo de riscos.
A elaboragáo das Demonstracóes Financeiras do Banco Pine S/A e do Banco Pine S/A e
suas controladas – (“Consolidado”) de acordo com as práticas contábeis adotadas no Brasil
aplicáveis ás instituigóes autorizadas a funcionar pelo Banco Central do Brasil, é de
responsabilidade da sua Administragáo. Também, é sua responsabilidade (i) o
estabelecimento de procedimentos que assegurem a qualidade das informagóes e dos
processos utilizados na preparagáo das Demonstragóes Financeiras, (ii) o gerenciamento
dos riscos das operagóes do Conglomerado Pine e (iii) a supervisáo das atividades de
controle interno e compliance.
A auditoria independente é responsável por examinar as Demonstragóes Financeiras e
emitir relatório sobre sua adequagáo, em todos os aspectos relevantes, de acordo com as
práticas contábeis adotadas no Brasil aplicáveis ás instituig0es autorizadas a funcionar pelo
Banco Central do Brasil, decorrente da legislagáo societária e das normas do Conselho
Monetário Nacional e do Banco Central do Brasil.
A auditoria interna tem suas atividades direcionadas para a avaliacáo da eficiéncia e
eficácia dos controles internos e do gerenciamento de riscos e na aderéncia dos processos ás
normas e procedimentos estabelecidos pela Administracáo.
Das atividades do Comité no exercício de 2.013:
O Comité reuniu-se por 21 vezes com as principais áreas do Banco Pine S/A e das suas
controladas (Conglomerado Pine), envolvendo as áreas de negócio, de crédito, de controles
internos e compliance, de gestáo de riscos, de operacóes, de controladoria, de
contabilidade, de recursos humanos e de tecnologia da informagáo.
O Plano de trabalho do Comité de Auditoria, para o exercício de 2.013, teve como objetivo
principal a análise das estruturas, as operagÓes, Os processos e os sistemas inerentes aos
negócios do Conglomerado Pine.
Reunióes específicas foram realizadas com a Auditoria Independente e com a Auditoria
Interna, para tratar do plano anual e da sua execugáo, bem como o acompanhamento das
acóes estabelecidas pela administragáo aos apontamentos de auditoria.
O Comité se reuniu com o Bacen para apresentar a sua estrutura, os seus componentes, o
seu cronograma de reunióes, as suas atividades e os seus relatórios semestrais. E, também,
para tratar especificamente de assuntos relacionados a riscos, controles e operagóes. O
Comité, também, tomou ciéncia de todos os ofícios emitidos pelo Bacen e demais órgáos
fiscalizadores (CIMA, CETIP, FINRA), bem como das suas respostas preparadas pelos
executivos do Banco.
Como produto dessas reunióes o Comité teve oportunidade de apresentar sugestóes ao
Conselho de Administragáo para aprimoramento de controles e da gestáo de riscos e
acompanhará sua efetiva implantagáo nos prazos previstos.
O Comité realizou sua autoavaliagáo anual com o propósito de mensurar sua aderéncia aos
normativos emitidos pelos órgáos reguladores, bem como ás melhores práticas sobre
organizagáo e funcionamento de comités de auditoria.
Do Sistema de Controles Internos:
Conforme cronograma e plano de trabalho definido para o exercício findo em 31 de
dezembro de 2.013, o Comité tomou conhecimento dos processos, métodos e sistema de
controles e de informacóes do Conglomerado Pine, avaliando a sua qualidade e o
comprometimento dos gestores na sua manutengáo e aprimoramento.
Todas as principais atividades da Organizacáo, inclusive as atividades exercidas por outras
empresas (terceiros relevantes), foram analisadas e tiveram os seus riscos identificados,
assim como, os controles utilizados para reduzi-los a um nível considerado adequado de
gerenciamento. Esses mapeamentos, riscos e controles sáo armazenados em um sistema
eletrónico de dados adquirido de consultoria especializada e de renome no mercado.
O Comité com base nas informagdes e observacóes colhidas durante suas reunióes avalia
como adequado ao porte e complexidade de operacóes do Conglomerado Pine, os sistemas
de controles internos e contribuindo para a eficiéncia de seus negócios, para a adequagáo
dos relatórios financeiros e para a observáncia ás normas e regulamentacóes aplicáveis ás
suas transagOes.
Da Administracáo de Riscos Consolidada:
A Gestáo de Risco do Conglomerado Pine é exercida de forma consolidada pela Vice-
Presidéncia – “Chief Risk Officer”, compreendendo os principais riscos regulamentados
pelo Banco Central do Brasil, quais sejam, Risco de Crédito, Risco de Mercado, Risco de
Liquidez e Risco Operacional.
Em reunióes de trabalho com a unidade de Gestáo de Riscos, este Comité teve a
oportunidade de tomar conhecimento dos processos, métodos, sistemas e principais
relatórios para a gestáo de riscos de Mercado, Liquidez, Crédito, Operacional que incluem
as atividades de um comité específico de Riscos.
Da Auditoria Independente:
O Comité manteve reunióes com a Auditoria Independente – PricewaterhouseCoopers
(PwC) – para a aprovacáo das Informagdes Financeiras Trimestrais (ITR) e Demonstragáo
Financeira Semestral/Anual. Por ocasiáo destas reunióes foi discutido o Plano Anual de
Auditoria, e verificado o cumprimento da sua Política de Independéncia.
As recomendacóes incluídas nos relatórios sobre controles internos foram apresentados e
discutidos no Comité e foram estabelecidos, em conjunto com a Auditoria Interna e com as
áreas respectivas, Planos de Agáo para solucioná-las. Náo foram apontadas falhas no
cumprimento da legislagáo, das regulamentagóes e das normas internas que possam colocar
em risco a continuidade dos negócios da Organizagcáo. O Comité avalia como adequados o
planejamento e os trabalhos dos auditores independentes para o porte e complexidade das
operacóes do Conglomerado Pine.
Da Auditoria Interna:
O Comité aprovou a estrutura da Auditoria Interna e o Plano Anual compreendendo todas
as Operagdes, riscos e processos da organizagáo e acompanha em suas reunióes o seu
cumprimento. Nas reunióes do Comité a presenga permanente da Auditoria Interna
proporciona o suporte necessário ás atividades e o atendimento ás demandas.
A Auditoria Interna atua, também, no atendimento ás demandas dos órgáos reguladores, e
nas suas reunióes com este Comité apresenta e discute os relatórios e demandas desses
órgáos.
Das Demonstracóes Financeiras Consolidadas:
O Comité avaliou os processos de elaboragáo das informagóes financeiras, os balangos
individuais e consolidados, os relatórios financeiros e as notas explicativas divulgadas em
conjunto com as Demonstracóes Financeiras. Discutiu com a PwC e com os executivos da
Organizagáo as práticas relevantes utilizadas na elaboragáo das Demonstragóes Financeiras
de acordo com as práticas contábeis adotadas no Brasil aplicáveis ás instituigOes
autorizadas a funcionar pelo Banco Central do Brasil.
Conclusáo
O Comité de Auditoria, ponderadas devidamente suas responsabilidades e as limitacóes
naturais decorrentes do escopo da sua atuacáo, recomenda a aprovacáo pelo Conselho de
Administragáo das Demonstracóes Financeiras do Banco Pine S/A e do Banco Pine S/A e
de suas controladas – Consolidado, para o semestre e exercício findos em 31/12/2.013.
Sáo Paulo, 17 de fevereiro de 2.014
Maurízio Mauro
Presidente do Comité de Auditoria
Membro Independente do Conselho de Administragáo
William Pereira Pinto
Membro Especialista
Sérgio Machado Zica de Castro
Membro Representante de Acionista Minoritário
BANCO PINE S.A.
Public Company
CNPJ 62.144.175/0001-20
STATEMENT OF THE MANAGEMENT ON THE INDEPENDENT AUDITORS REPORT
A PINE
After the Companys Financial Statements analysis, related to the period ended on December 31, 2013,
accompanied by the Management Report, the balance sheet, other parts of the Financial Statements, the
Independent Auditors Report and the Audit Committee Report, the members of the Executive
Management, pursuant to the Article 25, Paragraph 1, section V, of the CVM Instruction n%480, from
February 7, 2009, DECLARE THAT the opinion expressed in the Independent Auditors Report was discussed,
revised and agreed.
Members of the Executive Management
Noberto Nogueira Pinheiro Júnior
Norberto Zaiet Júnior
Harumi Susana Ueta Waldeck
Ulisses Marcio Alcantarilla
Gabriela Redonda Chiste
Rodrigo Esteves Pinheiro
Gustavo Gierum
Joáo Vicente Peregrino de Brito
Jefferson Dias Micelli
Luiz Eduardo Marinho da Silva Oliveira
Marco Antonio de Paulo Maciel
Paulo Roberto Schiavon de Andrade
Sergío Luís Patricio
Welinton Gesteira Souza
Claudia Lopes
Fabio Ferraz
Rodrigo Montemor
Ivan Marc Farber
(This is a free translation of the original in Portuguese.)
Investor Relations
Sáo Paulo, February 17, 2014.
BANCO PINE S.A.
Public Company
CNPJ 62.144.175/0001-20
STATEMENT OF THE MANAGEMENT ON FINANCIAL STATEMENTS
A PINE
After the Companys Financial Statements analysis, related to the period ended on December 31, 2013,
accompanied by the Management Report, the balance sheet, other parts of the Financial Statements, the
Independent Auditors Report and the Audit Committee Report (“Financial Statements”), the members of
the Executive Management, pursuant to the Article 25, Paragraph 1, section VI, of the CVM Instruction
n*480, from February 7, 2009, DECLARE THAT the Financial Statements were discussed, revised and
agreed.
Members of the Executive Management
Noberto Nogueira Pinheiro Júnior
Norberto Zaiet Júnior
Harumi Susana Ueta Waldeck
Ulisses Marcio Alcantarilla
Gabriela Redonda Chiste
Rodrigo Esteves Pinheiro
Gustavo Gierum
Joáo Vicente Peregrino de Brito
Jefferson Dias Micelli
Luiz Eduardo Marinho da Silva Oliveira
Marco Antonio de Paulo Maciel
Paulo Roberto Schiavon de Andrade
Sergío Luís Patricio
Welinton Gesteira Souza
Claudia Lopes
Fabio Ferraz
Rodrigo Montemor
Ivan Marc Farber
(This is a free translation of the original in Portuguese.)
Investor Relations
Sáo Paulo, February 17, 2014.
PINE
MANAGEMENT REPORT PINE – 2013
Pines Management, in accordance with the law, presents the material facts and relevant events of the year thus far for your appreciation.
This report includes the Individual and Consolidated Financial Statements for the twelve-month period ended December 31, 2013. The
information contained in this material are available on Relations Investor website of Banco Pine (www.pine.com/ir).
Dear shareholders,
2013 witnessed another year of important achievements and recurrence in all business lines even in an adverse scenario. Once more the
bank’s strategy proved to be adequate and was recognized by international agencies, which upgraded our ratings throughout the year. It has
been many years of solidly grounded strategy, with continuous investments in the Bank’s product portfolio and human capital. With that, we
highlight our key achievements
Fundamentals
. Positive contributions from all business lines in 2013: 62.9% from Corporate Credit, 27.9% from FICC, 5.5% from Pine Investimentos, and
3.7% from Treasury.
= Upgrade of Pine”s global scale ratings by Fitch and Moody’s. The Bank is now only one notch from Global Investment Grade according
to the three international agencies: Moody’s, Fitch and SEP.
= Maintenance of positive liquidity gap over the past years.
= Liquid balance sheet, fueled by higher funding, which increased the level of cash.
= In April, the Brazilian Central Bank approved the second phase of the capital increase made by DEG, Proparco, controlling and minority
shareholders in approximately R$170 million, announced on the second semester of 2012.
Funding
= R$571.4 million through a FIDC structure, with a five-year term.
= US$100 million from a syndicated loan, with a two-year term.
= – US$20 million through a Senior Unsecured Term Loan transaction, with a ten-year term.
= US$50 million through Pine’s 3’* Islamic format issuance, with a one-year term.
Business
= Sector allocations are based on those sectors in which the economic activity has grown above GDP or sectors in which development and
investments are needed, such as Agribusiness and Infrastructure.
= Loan portfolio quality improvement.
= Increase in FICC’s share of the revenue mix, due to larger number of clients and greater market volatility. The number of clients
evolved 40%, totaling approximately 200.
= Pine moved up three positions in the derivative ranking of CETIP – OTC Clearing House, being ranked the 12′ largest bank in derivative
transactions, and maintained its 2″* in the commodity derivatives segment.
= Consolidation of Pine Investimentos” strategy, with a highlight to Pine Securities, which in its first year of operations executed three
mandates for clients in different sectors, with a total volume of US$900 million.
We are proud of our recognitions and achievements in 2013 and began 2014 confident in our business model. We have all the necessary
pillars (capital, liquidity, funding and human resources) to continue to expand our franchise maintaining the appropriate balance between
risk and return. We will continue to invest in the full coverage of our clients and in our team, increasing the portfolio of products and
services and maintaining very close relationships with each one of them.
External Auditors
In compliance with CVM Instruction 381, of January 14, 2003, Pine reports that did not hire from the independent audiors any other services
than those related to the audit works for the period from January to December, 2013. Pine adopts the procedure of limiting the services
rendered by its independent auditors so as to ensure the auditor’s independence and objectivity pursuant to Brazilian and international
standards.
Executive Committee
Sáo Paulo, 17 de fevereiro de 2014.
BANCO PINE S.A. AND SUBSIDIARIES
BALANCE SHEETS AT DECEMBER 31, 2013 AND 2012
(In thousands of reais)
PINE
ASSETS
CURRENT ASSETS
Cash 4.
Short-term interbank investments 5.
Open market investments
Interbank deposits
Foreign currency investments
Marketable securities and derivative financial instruments
Own portfolio 6.a)
Subject to repurchase agreements 6. a)
Derivative financial instruments 6.b)
Subject to guarantees 6.a)
Interbank accounts
Restricted deposits:
Brazilian Central Bank
Loan operations 7.
Loan operations – private sector
Loan operations – public sector
Assignment related credit operations 7.1)
Allowance for loan losses
Other receivables
Foreign exchange portfolio 8.
Income receivable
Negotiation and intermediation of securities
Sundry 9.
Allowance for other loan losses
Other assets
Non-operating assets
Prepaid expenses
LONG-TERM RECEIVABLES
Marketable securities and derivative financial instruments
Own portfolio
Derivative financial instruments
Subject to guarantees
Loan operations 7.
Loan operations – private sector
Loan operations – public sector
Assignment related credit operations
Allowance for loan losses
Other receivables
Income receivable
Deposits in guarantee 16. (b) (c)
Sundry 9.
Allowance for other loan losses
Other assets
Prepaid expenses
.0>o
za
PERMANENT ASSETS
Investments
Investments in subsidiaries abroad 10.a)
Investments in local subsidiaries 10.a)
Other investments 10.0)
Property and equipment in use 11.)
Facilities, furniture and equipment in use
Other fixed assets in use
Accumulated depreciation
Intangible assets 11.)
Expenses for acquisition and development of software
Accumulated amortization
TOTAL ASSETS
6,775,528
147,466
667,692
183,922
58,199
425,571
1,804,111
1,021,113
551,072
227,876
4,550
621
621
3,133,477
2,917,156
365
305,996
(90,040)
854,969
525,129
26,958
65,415
248,971
(11,504)
167,192
162,764
4,428
3,677,856
799,680
402,119
287,982
109,579
2,374,308
2,371,032
18,626
60,538
(75,888)
492,247
29,987
206,615
256,343
(698)
11,621
11,621
139,672
113,260
9,047
104,213
24,984
13,216
29,140
(17,372)
1,428
9,587
(8,159)
10,593,056
7,966,113
126,111
397,584
279,205
100,299
18,080
3,914,354
1,815,047
1,847,955
180,232
71,120
1,435
1,435
2,549,888
2,664,448
5,966
(120,526)
796,143
522,796
18,867
41,898
216,719
(4,137)
180,598
176,279
4,319
2,285,451
386,334
229,233
157,101
1,459,023
1,520,512
338
(61,827)
429,515
27,435
197,491
204,751
(162)
10,579
10,579
188,882
157,863
157,863
28,966
13,652
28,645
(13,331)
2,053
9,450
(7,397)
10,440,446
6,919,289
157,168
668,002
184,232
58,199
425,571
1,918,995
1,135,997
551,072
227,376
4,550
621
621
3,145,959
2,929,833
365
305,996
(90,235)
861,352
525,129
26,958
67,008
253,761
(11,504)
167,192
162,764
4,428
3,521,586
595,750
198,189
287,982
109,579
2,416,359
2,420,402
18,626
60,538
(83,207)
497,821
29,987
207,809
260,723
(698)
11,656
11,656
103,791
76,509
76,509
25,619
13,806
29,405
(17,592)
1,663
10,288
(8,625)
10,544,666
7,996,043
126,111
404,587
286,208
100,299
18,080
3,934,238
1,834,931
1,847,955
180,232
71,120
1,435
1,435
2,549,888
2,664,448
5,966
(120,526)
799,186
522,796
18,867
41,898
219,762
(4,137)
180,598
176,279
4,319
2,378,588
326,603
169,502
157,101
1,609,039
1,672,130
338
(63,429)
432,367
27,435
199,189
205,905
(162)
10,579
10,579
31,021
28,968
13,652
28,647
(13,331)
2,053
9,915
(7,862)
10,405,652
PINE
BANCO PINE S.A. AND SUBSIDIARIES
BALANCE SHEETS AT DECEMBER 31, 2013 AND 2012
(In thousands of reais)
MIE 2013
CURRENT LIABILITIES 6,029,282 5,724,010 5,633,178 5,708,159
Deposits 12. 2,104,966 1,898,520 2,045,453 1,878,417
Demand deposits 23,332 30,134 23,260 30,053
Interbank deposits 77,846 108,932 73,665 108,932
Time deposits 2,003,788 1,759,454 1,948,528 1,789,432
Funds obtained in the open market 13. 547,579 1,832,661 508,792 1,832,661
Own portfolio 547,579 1,832,661 333,529 1,674,484
Third-party portfolio – – 175,263 158,177
Funds from acceptance and issuance of securities 1,301,013 499,593 1,301,013 499,593
Real estate letters of credit 18. a) 270,317 11,965 270,317 11,965
Agribusiness letters of credit 18. a) 410,269 377,368 410,269 377,368
Financial bills 18. a) 599,368 1,101 599,368 1,101
Securities issued abroad 18. b) 21,059 109,159 21,059 109,159
Interdepartmental accounts 25 37 25 37
Correspondent banks 14. 25 37 25 37
Interdepartmental accounts 15,072 22,425 15,072 22,425
Third-party funds in transit 15,072 22,425 15,072 22,425
Borrowings and onlendings 17. 1,389,642 1,225,474 1,389,642 1,225,474
Foreign borrowings 1,045,727 892,862 1,045,727 892,862
Local onlendings – official institutions 341,050 322,376 341,050 322,376
Foreign onlendings 2,865 10,236 2,865 10,236
Derivative Financial Instruments 6. b) 160,353 77,060 160,353 77,060
Derivative financial instruments 160,353 77,060 160,353 77,060
Other li 510,632 168,240 212,828 172,492
Collection and payment of taxes and similar 15. a) 1,163 936 1,163 936
Foreign exchange portfolio 8. 94,959 75,133 94,959 75,133
Social and statutory payables 6,432 9,018 6,432 9,018
Tax and social security contributions 15. b) 20,368 30,075 25,107 33,983
Negotiation and intermediation of securities 27,602 4,575 39,922 4,575
Subordinated debt 19. 14,150 12,342 14,150 12,342
Sundry 15.0) 345,958 36,161 31,095 36,505
Obligations for sale and transfer of financial assets 7.) 317,827 – – –
Other 28,631 36,161 31,095 36,505
LONG-TERM LIABILITIES 3,222,867 3,440,419 3,570,581 3,421,476
Deposits 12. 1,159,366 1,577,218 1,110,748 1,440,579
Interbank deposits 16,093 21,221 16,053 12,068
Time deposits 1,143,273 1,555,997 1,094,695 1,428,511
Funds from acceptance and issuance of securities 436,686 792,470 436,686 792,470
Real estate letters of credit 18. a) 10,379 – 10,379 –
Agribusiness letters of credit 18. a) 28,073 7,830 28,073 7,830
Financial bills 18. a) 138,999 573,164 138,999 573,164
Securities issued abroad 18. b) 259,235 211,476 259,285 211,476
Borrowings and onlendings 17. 1,107,431 631,237 1,564,294 749,972
Local borrowings – other institutions – – 456,863 118,735
Foreign borrowings 304,538 61,305 304,538 61,305
Local onlendings – official institutions 800,058 569,932 800,058 569,932
Foreign onlendings 2,835 – 2,835 –
Derivative financial instruments 6.b) 30,480 23,333 30,480 23,333
Derivative financial instruments 30,480 23,333 30,480 23,333
Other liabilities 488,904 416,161 428,373 415,122
Tax and social security contributions 15. b) 63,244 77,290 63,251 77.853
Subordinated debt 19. 346,061 304,930 346,061 304,930
Sundry 15.0) 79,599 33,941 19,061 32,339
Obligations for sale and transfer of financial assets 7.1) 60,538 – – –
Provision for contingent liabilities 16. d) 11,922 22,963 11,922 22,963
Other 7,139 10,978 7,139 9,376
DEFERRED INCOME 68,499 56,071 68,499 56,071
EQUITY 20. 1,272,408 1,219,946 1,272,408 1,219,946
Capital 1,112,259 935,683 1,112,259 935,683
Local residents 979,805 842,654 979,805 842,654
Foreign residents 132,454 93,029 132,454 93,029
Capital reserves 14,032 11,685 14,032 11,685
Revenue reserves 163,788 267,192 163,788 267,192
Proposed additional dividend 21,177 18,559 21,177 18,559
Carrying value adjustments (16,765) (423) (16,765) (423)
Treasury shares (22,083) (12,750) (22,083) (12,750)
TOTAL LIABILITIES AND EQUITY 10,593,056 10,440,446 10,544,666 10,405,652
The accompanying notes are an integral part of these financial statements.
PINE
BANCO PINE S.A. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2013 AND 2012
AND FOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2013
(In thousands of reais, except net income per share)
Individual Consolidated
INCOME FROM FINANCIAL INTERMEDIATION 599,090 1,159,557 1,212,298 607,926 1,181,919 1,236,601
Loan operations 21.a) 311,964 554,395 513,096 317,589 568,043 547,573
Marketable securities 21.b) 130,630 254,064 489,998 133,841 262,778 479,824
Derivative financial instruments 6.b) 85,618 196,213 64,338 85,618 196,213 64,338
Foreign exchange transactions 70,878 154,885 144,866 70,878 154,885 144,866
EXPENSES FOR FINANCIAL INTERMEDIATION (480,851) (911,104) (851,301) (480,033) (912,137) (860,406)
Funds obtained in the market 21.0) (316,529) (612,436) (617,705) (314,401) (608,015) (607,400)
Borrowings and onlendings 21.d) (91,754) (183,693) (150,291) (106,971) (203,054) (169,701)
Obligations for sale and transfer of financial assets (16,491) (16,491) – – – –
Allowance for loan losses (56,077) (98,484) (83,305) (58,661) (101,068) (83,305)
GROSS PROFIT FROM FINANCIAL INTERMEDIATION 118,239 248,453 360,997 127,893 269,782 376,195
OPERATING INCOME (EXPENSE) (8,328) (38,068) (110,793) (12,691) (49,637) (115,197)
Income from services rendered 21.e) 42,946 84,921 50,359 56,393 115,033 112,825
Income from bank charges 1,293 2,504 7,066 1,293 2,504 7,066
Personnel expenses 21.f) (43,794) (86,054) (85,461) (47,713) (91,705) (88,779)
Other administrative expenses 21.9) (47,660) (91,695) (90,408) (50,047) (94,900) (92,265)
Tax expenses 21.h) (7,626) (13,321) (11,111) (9,233) (16,645) (16,829)
Equity in the results of investees 10. 10,423 24,040 42,834 – – –
Other operating income 21.) 57,903 74,044 59,349 58,308 73,513 47,909
Other operating expenses 21.) (21,813) (32,507) (83,421) (21,692) (37,437) (85,124)
OPERATING PROFIT 109,911 210,385 250,204 115,202 220,145 260,998
NON-OPERATING RESULTS 4,227 9,252 20,045 4,227 9,252 20,037
INCOME BEFORE INCOME TAXES AND
PROFIT SHARING 114,138 219,637 270,249 119,429 229,397 281,035
IMPOSTO DE RENDA E CONTRIBUICAO SOCIAL 22. (14,871) (22,338) (48,539) (19,806) (31,017) (57,995)
Provision for current income tax (3,163) (11,027) (21,820) (6,442) (16,913) (28,388)
Provision for current social contribution (1,971) (6,885) (13,439) (3,451) (9,438) (16,454)
Deferred income tax and social contribution (9,737) (4,426) (13,280) (9,913) (4,666) (13,153)
PROFIT SHARING (21,887) (35,703) (34,257) (22,243) (36,784) (35,587)
NET INCOME 77,380 161,596 187,453 77,380 161,596 187,453
NUMBER OF OUTSTANDING SHARES 121,694,711 121,694,711 107,636,260 121,694,711 121,694,711 107,636,260
NET INCOME PER SHARE – IN REAIS 0.63585 1.32788 1.74154 0.63585 1.32788 1.74154
The accompanying notes are an integral part of these financial statements.
PINE
BANCO PINE S.A. AND SUBSIDIARIES
STATEMENTS OF VALUE ADDED FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2013
AND FOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2013
(In thousands of reais)
ENE! Consolidated
PIE]
PES PES
Atl Atl
Revenues 627,569 1,199,287 1,182,391 647,794 1,243,716 1,256,008
Financial intermediation 599,090 1,159,557 1,212,298 607,926 1,181,919 1,236,601
Services rendered 42,946 84,921 50,359 56,393 115,033 112,825
Bank charges 1,293 2,504 7,066 1,293 2,504 7,066
Provision for loan losses (56,077) (98,484) (83,305) (58,661) (101,068) (83,305)
Other 40,317 50,789 (4,027) 40,843 45,328 (17,179)
Expenses for financial intermediation 424,774 812,620 767,996 421,372 811,069 777,101
Goods and services acquired from third parties 40,423 76,435 75,064 42,426 79,195 76,677
Materials, electricity and other 335 640 588 348 657 595
Third-party services 29,341 55,195 56,228 31,016 57,410 57,543
Other 10,747 20,600 18,248 11,062 21,128 18,539
Gross value added 162,372 310,232 339,331 183,996 353,452 402,230
Depreciation and amortization 2,268 5,316 4,512 2,369 5,417 4,590
Net value added produced by the institution 160,104 304,916 334,819 181,627 348,035 397,640
Value added transferred from others 10,423 24,040 42,834 – – –
Equity in the results of investees 10,423 24,040 42,834 – – –
Total value added to be distributed 170,527 328,956 377,653 181,627 348,035 397,640
Distribution of value added 170,527 328,956 377,653 181,627 348,035 397,640
Personnel 65,681 121,757 119,718 69,956 128,489 124,366
Salaries 29,469 58,138 57,378 32,578 62,420 59,668
Benefits, training 4,641 8,949 8,410 4,944 9,426 8,607
Social charges 9,684 18,967 19,673 10,196 19,859 20,504
Profit sharing 21,887 35,703 34,257 22,243 36,784 35,587
Taxes, charges and contributions 22,497 35,659 59,650 29,039 47,662 74,824
Federal 4,780 8,278 7,027 5,768 10,143 9,621
State – 5 14 – 5 14
Municipal 2,846 5,038 4,070 3,465 6,497 7,194
Income tax and social contribution 14,871 22,338 48,539 19,806 31,017 57,995
Remuneration of third-party capital 4,969 9,944 10,832 5,252 10,288 10,997
Rents and leased assets 4,969 9,944 10,832 5,252 10,288 10,997
Remuneration of own capital 77,380 161,596 187,453 77,380 161,596 187,453
Interest on own capital/dividends 60,000 120,000 100,000 60,000 120,000 100,000
Retained earnings 17,380 41,596 87,453 17,380 41,596 87,453
The accompanying notes are an integral part of these financial statements.
BANCO PINE S.A. PINE
STATEMENTS OF CHANGES IN EQUITY
(In thousands of reais, except dividends and interest on own capital per share)
PRI US
At December 31, 2011 422,606 373,439 14,032 15,582 164,157 (1,461) – 26,726 – 1,015,081
Capital increase (Note 20) 513,077 (373,439) – – – – – – – 139,638
Other capital reserves – – (2,347) – – – – – – (2,347)
Acquisition of treasury shares – – – – – – (12,750) – – (12,750)
Carrying value adjustments – – – – – 1,038 – – – 1,038
Net income – – – – – – – – 187,453 187,453
Appropriations (Note 20):
Legal reserve – – – 9,373 – – – – (9,373) –
Statutory reserve – – – – 78,080 – – – (78,080) –
Approval of proposed additional dividend 55,479 55,479
Payment of proposed additional dividend (63,646) (63,646)
Dividends (R$0,3660 per share) – – – – – – – – (89,755) (89,755)
Interest on own capital (R$0,5546 per share) – – – – – – – – (60,245) (60,245)
At December 31, 2012 935,683 – 11,685 24,955 242,237 (423) (12,750) 18,559 – 1,219,946
Capital increase (Note 20) 176,576 – – (17,429) (127,571) – – – – 31,576
Other capital reserves – – 2,347 – – – – – – 2,347
Acquisition/Sale of treasury shares – – – – – – (9,333) – – (9,333)
MTM available-for-sale securities – – – – – (12,185) – – – (12,185)
Adjustments of equity evaluation – – – – – (4,157) – – – (4,157)
Net income – – – – – – – – 161,596 161,596
Appropriations (Note 20):
Legal reserve – – – 8,080 – – – – (8,080) –
Statutory reserve – – – – 33,516 – – – (33,516) –
Approval of proposed additional dividend – – – – – – – 81,622 – 81,622
Payment of proposed additional dividend – – – – – – – (79,004) – (79,004)
Prepaid dividends (R$0,4744 per share) – – – – – – – – (57,730) (57,730)
Interest on own capital (R$0,5117 per share) – – – – – – – – (62,270) (62,270)
At December 31, 2013 1,112,259 – 14,032 15,605 148,183 (16,765) (22,083) 21,177 – 1,272,408
At June 30, 2013 967,259 . 10,215 29,165 262,243 (14,886) (16,273) 20,819 – 1,258,542
Capital increase 145,000 – (17,429) – (127,571) – – 7 – –
Acquisition/Sale of treasury shares – – – – – – (5,810) – – (5,810)
Other capital reserves – – 3,817 – – – – – – 3,817
MTM available-for-sale securities – – – – – 2,780 – – – 2,780
Adjustments of equity evaluation – – – – – (4,659) – – – (4,659)
Net income – – – – – – – – 77,380 77,380
Appropriations (Note 20):
Legal reserve – – – 3,869 – – – – (3,869) –
Statutory reserve – – – – 13,511 – – – (13,511) –
Approval of proposed additional dividend – – – – – – – 41,620 – 41,620
Payment of proposed additional dividend – – – – – – – (41,262) – (41,262)
Prepaid dividends (R$0,2336 por agáo) – – – – – – – – (28,426) (28,426)
Interest on own capital (R$0,2595 por agáo) – – – – – – – – (31,574) (31,574)
At December 31, 2013 1,112,259 – 14,032 15,605 148,183 (16,765) (22,083) 21,177 – 1,272,408
The accompanying notes are an integral part of these financial statements.
PINE
BANCO PINE S.A. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS (DIRECT METHOD) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
AND SIX-MONTH PERIOD ENDED DECEMBER 31, 2013
(In thousands of reais)
Individual [er EE
2013 UP 2013
Note 6/30/2013 12/31/2013 12/31/2012 6/30/2013 12/31/2013 12/31/2012
OPERATING ACTIVITIES
Adjusted net income 131,282 235,312 249,326 136,011 253,752 292,121
Net income 77,380 161,596 187,453 77,380 161,596 187,453
Allowance for loan losses 56,077 98,484 83,305 58,661 101,068 83,305
Deferred taxes 9,737 4,426 13,280 9,913 4,666 13,153
Depreciation and amortization 2,268 5,316 4,512 2,369 5,417 4,590
Provision for contingencies (3,720) (10,424) 2,927 (3,750) (10,424) 2,927
Equity in the results of investee (10,423) (24,040) (42,834) – – –
Profit (loss) on sale of property and equipment/investment (37) (46) 683 (37) (46) 693
Adjustments to fair value of other investments – – – (8,525) (8,525) –
Changes in assets and liabilities (77,529) 117,512 (143,590) (280) 239,677 (197,723)
(Increase) decrease in short-term interbank investments 38,839 42,615 170,015 38,839 42,615 170,015
(Increase) decrease in marketable securities 492,138 1,858,580 924,984 509,543 1,907,779 882,186
(Increase) decrease in loan operations (1,172,081) (1,589,281) (153,576) (1,132,966) (1,496,382) (12,026)
(Increase) decrease in other receivables 556,357 (134,061) (158,764) 551,822 (140,363) (160,019)
(Increase) decrease in other assets 7,910 12,364 (120,394) 7,907 12,329 (120,394)
(Increase) decrease in interbank and interdepartmental accounts (1,556) (6,551) 24,917 (1,556) (6,551) 24,917
(Increase) decrease in derivative financial instruments (131,881) (87,585) (30,006) (131,881) (87,585) (30,006)
Increase (decrease) in deposits (152,245) (211,406) (127,074) (80,191) (162,795) (164,533)
Increase (decrease) in purchase and sale commitments (697,730) (1,285,082) (1,357,755) (736,517) (1,323,869) (1,357,755)
Increase (decrease) in funds from acceptance and issuance of securities 507,605 445,636 636,967 507,788 445,636 636,967
Increase (decrease) in borrowings and onlendings 478,922 640,362 (16,154) 863,982 978,490 (125,711)
Increase (decrease) in other liabilities (11,811) 419,493 57,586 (405,053) 57,945 55,956
Increase (decrease) in deferred income 8,003 12,428 5,664 8,003 12,428 2,680
Net cash provided by (used in) operating activities 53,753 352,824 105,736 135,731 493,429 94,398
INVESTING ACTIVITIES
Acquisition/sale of property and equipment in use 128 (525) (25,618) (605) (1,259) (25,553)
Investments in intangible assets (120) (138) (642) (355) (373) (646)
Acquisition of Investments – – – (2,289) (67,984) –
Reduction/Capital increase in subsidiaries 69,148 68,643 (509) – – –
Net cash used in investing activities 69,156 67,980 (26,769) (3,249) (69,616) (26,199)
FINANCING ACTIVITIES
Capital increase – 31,576 139,638 – 31,576 139,638
Other capital reserves 3,817 2,347 (2,347) 3,817 2,347 (2,347)
Sale/acquisition of treasury shares (5,810) (9,333) (12,750) (5,810) (9,333) (12,750)
Interest on own capital and dividends paid (55,630) (111,316) (102,108) (55,630) (111,316) (102,108)
Net cash used in financing activities (57,623) (86,726) 22,433 (57,623) (86,726) 22,433
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 65,286 334,078 101,400 74,859 337,087 90,632
Cash and cash equivalents at the beginning of the period 4. 692,188 423,396 321,996 692,627 430,399 339,767
Cash and cash equivalents at the end of the period 4. 757,474 757,474 423,396 767,486 767,486 430,399
The accompanying notes are an integral part of these financial statements.
(A free translation of the original in Portuguese)
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(n thousands of reais, unless othermise stated)
1. OPERATIONS
Banco Pine S.A. (the “Institution” or “Banco Pine”) is authorized to operate commercial, credit and financing and foreign exchange portfolios.
The Institution’s operations are conducted in the context of a group of institutions which act jointly, and certain transactions involve the co-participation or intermediation of other members of the
Pine Financial Group. The benefits from the intercompany services and the costs for the operating and administrative structures are absorbed, either jointly or individually, by these companies
as is most practicable and reasonable in the cireumstances.
2. PRESENTATION OF FINANCIAL STATEMENTS
This presentation consists of the financial statements of Banco Pine, which include those of its Grand Cayman Branch and Pine Securities (Individual) and the consolidated financial
statements of Banco Pine and Subsidiaries (Consolidated).
The financial statements are presented in reais (RS), which is the Institutior’s functional currency and that of its foreign branch and subsidiary. Unless otherwise indicated, the financial
information expressed in reais was rounded to the nearest thousand.
In compliance with Resolution 505/06, of the Brazilian Securities Commission (CVM), the Individual and Consolidated Financial Statements, as at August 08, 2013, were authorized for issue on
September 30, 2012, by the Institutior’s Board of Directors, among other matters.
The consolidated financial statements consider the transactions of Banco Pine S.A. including its branch and subsidiary abroad, its direct and indirect subsidiaries and the special purpose
entity presented below:
AS
Total assets Capital (loss)
Foreign Branches and Subsi
¡Grand Cayman Branch Branch foreign 936,238 7,028 83,206 (10,786)
Pine Securities USA LLC (4) Subsidiary foreign 10,392 11,713 9,047 (1,412)
Pine Investimentos Distribuidora de Títulos e Valores Mot Securities dealer 219,278 13,384 41,765 3,691
Pine Comercializadora de Energia Elétrica Ltda (3)/(5) Consulting 6,573 1,000 4,984 3,925
Pine Corretora de Seguros Ltda. (1) Insurance broker 246 500 244 $
Pine Assessoria e Consultoria Ltda. (1) Consulting 38,609 500 37,995 2,486
Pine Assessoria em Comercializagáo de Energia (2/6) Consulting 41 60 41 (12
Pine Planejamento e Servicos Ltda (2) Consulting 19,740 10 19,223 15,105
Special Purpose Entities (SPEs)
Pine Crédito Privado Fundo de Investimento em Direitos Creditórios Financeiros (a) Receivables
investment fund
(FIDO) 69,974 47,753 69,935 12,742
FIP Rio Corporate – Fundo De Investimento Em Participacoes (b) (7) Private equity 97,981 55,950 85,611 29,661
IRE VII Desenvolvimento Imobiliário.S/A (c) (8) sPE 46,667 46,878 45,951 (615)
Fundo de Investimento em Direitos Creditórios – FIDC Pine Agro (d) (9) Receivables
investment fund
(FIDO) 590,854 571,429 590,725 19,296
AS
Business activity ES Capital Equity (55)
Foreign Branches and Subsi
Grand Cayman Branch Branch foreign 494,187 6,131 82,238 (8,458)
Subsidiaries
Pine Securities USA LLC (4) Subsidiary foreign 9,203 10,218 9,106 (1111)
Pine Investimentos Distribuidora de Títulos e Valores Mobiliários Ltda. Securities dealer 200,158 13,384 38,074 5,774
Pine Comercializadora de Energia Elétrica Ltda (3)/(5) Consulting 80,944 77,400 80,429 (165)
Pine Corretora de Seguros Ltda. (1) Insurance broker 235 500 234 (278)
Pine Assessoria e Consultoria Ltda. (1) Consulting 35.468 1 35,009 33,396
Pine Assessoria em Comercializagáo de Energia (2/6) Consulting 3 10 3 7
Pine Planejamento e Servicos Ltda (2) Consulting 4,984 10 4,117 4,107
Entidades de propósito específico
Pine Crédito Privado Fundo de Investimento em Direitos Creditórios Financeiros (a) Receivables
investment fund
(FIDO) 178,506 110,594 178,466 35,966
(% Pino Assessara e Consulaia Ltda and Pino Correora de Seguras Ltda. were consttuted on December 12, 2011. Capialis AS00, comprising 500 shares, fuly subscried and paid up in local currency in December 2012.
(2 Pino Planejamento e Senvigos Ltda. was consttuted on Juno 26, 2012. Capital is AS10, comprsing 10,000 shares of R$! each, fuly subscribed and paid up in local currency and distributed as follows between the partners: Pine Comercializadora de Energía Etica with 0.01% and
the Insttuion vih 99.89%
€% Pine Assescora em Comercialzagáo de Energia Lida. was consttutad on Apri 24, 2012. Capital is RS1O, comprsing 10.000 shares of AS! oach, ful subscribed and paid up in local currency and istibuted as folows between the parners: Pine Comercializadora de Energía
Elética wit 90% and the Insituion wih 10%,
(4) Pino Securtios USA LLO was constíuted in Octobor 2012. Capital is AS10,000.
(6) As contractual provided tor on December 26, 2013, tho Pino Comercializadora de Energia reduced ts capialtrom AS 77,400 to A $ 1,000.
(6) Pine Comercializadora de Energía Elétrica Lia. hos 90% of Pine Assessoria em Comercialzacáo de Energía.
(7) On Apai18, 2013 the FIP Rio Corporate was constiuted on May 15, 2013 tho Bank paid in 55.950 sharos.
(6) On May 16, 2013, through FIP Rio Corporate, th Instuion acquired 100% o ho shares o IRE VIl Desenvolvimento Imobiíáio Ltda.
(8) FIDG Pine Agro was consttutod on Sepiember 16, 2013 and on Sepiember 17, 2013, the nsituion paidin 171.428.571 shares.
a) Pine Crédito Privado
Since the control over receivables assigned to this receivables investment fund (FIDC) still lies with the Institution (receipt, transfer and collection) and, in essence, the Institution is responsible
for providing the guarantees to the FIDC’s investors as regards expected receivables and yield, management decided to consolidate the FIDC, as provided for in CVM Circular 01/07.
In accordance with Article 5 of CVM Instruction 408/04, we present below the information on Pine Crédito Privado, considered in preparing the consolidated financial statements:
les of the FIDC.
Pine Crédito Privado Fundo de Investimento em Direitos Creditórios Financeiros, managed by Citibank Distribuidora de Títulos e Valores Mobiliários S/A., was constituted as a closed fund on
December 7, 2010. Distribution commenced on March 28, 2011. The Fund offered 207,000 senior shares at the unit value of R$1. The distribution period ended on April 6, 2011. The Fund will
terminate its activities in up to 180 days from the date on which the Senior Shares outstanding are redeemed in full (54 months subsequent to the Fund’s distribution date).
i) Name, nature, purpose and aci
Page 7
(A free translation of the original in Portuguese)
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Un thousands of reals, unless othemise stated)
The purpose of the Fund is to increase shareholder value, exclusively through the acquisition of financial segment Credit Rights, on business loans (working capital), originated and assigned by
Pine, which meet the Qualifying Criteria, as well as the portfolio composition and diversification indices established in the Regulation. As an additional activity, the Fund will also make
investments in Other Assets.
ii) Investment in the equity and results of the FIDC
In accordance with Article 24, section XV, of CVM Instruction 356, as amended by CVM Instruction 393, and Chapter 21 of the Fund Regulation, 69% of the Fund’s equity will comprise senior
shares and 31% will comprise subordinated shares. This ratio will be determined daily and shall be made available for consultation monthly by the Fund’s shareholders.
iii) Nature of the Institution’s involvement with the FIDC and type of exposure to loss, if any, arising from this involvement.
Verification of whether the credit rights meet the assignment terms is, pursuant to the assignment agreement, the sole responsibility of the assignor (Banco Pine), without limiting the assignee’s
(Fund) right, either directly or through third parties, to also conduct such verification.
Non-compliance with any obligation originating from the credit rights and other active components of the Fund’s portfolio, is attribute to the subordinated shares up to the limit corresponding to
the sum of their total value. Once this total has been exceeded, the default of credit rights held by the Fund is attributed to the senior shares. The subordinated shares do not have a
profitability target, however, they may benefit from any surplus yield generated by the credit right portfolio.
In the event the percentage of subordinated shares falls below 31% of the Fund’s equity, the Institution shall have five business days to recoup this minimum ratio, through the subscription of
new subordinated shares, and if this does not occur, the management entity shall call an Evaluation Event under the terms of the Fund regulations. In the event the subordinated shares
comprise more than 31% of the Fund’s Equity, the management entity may partially amortize the subordinated shares in the amount necessary to rebalance this ratio.
iv) Amount and nature of the receivables, payables, income and expenses between the Institution and the FIDC, assets transferred by the Institution and rights of use over the
FIDC assets.
No loans were assigned to the FIDC for the period ended December 31, 2013 and 2012.
Additionally, on account of its investment in subordinated shares in this Fund, at September 30, 2013, the Institution recognized a loss of R$ 887 and R$ 1,926 for the year-to-date (Income of
R$ 16.557 for the year-to-date) in the “marketable securities” account.
v) Total assets, liabilities and equity of the FIDC at December 31, 2013 and December 31, 2012:
Current assets and Long-term receivables 69,974 7,004. Current lia 39 40
Cash 12 1 Otherliabilties – 40
Short-term interbank investments 310 7,003
Marketable securities 8715 19,884
Loan operations 60,997 151,618 Equity 69,935 178,466
Total assets 69,974 178,506 Total lia 69,974 178,506
vi) Guarantees, securities, mortgages or other collateral pledged in favor of the FIDC.
Banco Pine has provided no guarantee, surety, mortgage or any other collateral in favor of the FIDC or its investors.
vii) Identification of the principal beneficiary or group of principal beneficiaries of the FIDC’s activities.
Banco Pine ¡s the sole holder of all the subordinated shares of this Fund. The senior shares are held by different qualified investors.
b) FIP Rio Corporate
Since its institution sole shareholder is the FIP and this is a Private Equity Fund, the management decided to consolidate the FIP, pursuant to resolution 2723 of May 31, 2000 the Central
Bank of Brazil.
i) Name, nature, purpose and activities of the FIP.
FIP Rio Corporate, administered by BNY Mellon Financial Services Distributor Securities SA was set up in the form of condominium on April 18, 2013. The Fund offered 100,000 shares with a
par value of RS 1. The closing date for the distribution is 30 months from the date of the first payment of quotas, which was on May 15, 2013. The Fund will terminate their activities five years
from the date of the first payment of shares, which may be extended, upon proposal by the Manager and at the General Meeting of Shareholders.
The purpose of the Fund is to increase shareholders invested capital appreciation over the long term by investing in shares of the Companys, whose exclusive purpose is the development and
economic exploitation, through leasing and sale of real estate enterprise.
ii) Total assets, liabilities and equity of the FIP at December 31, 2013:
Current assets 97,981 12,370
Cash 1 Otherliabilities 12,370
Securities trading 97,980
Shares in investment funds 33
Shares of the company closed 97,947 Equity
85,611
Total do ativo 97,981 Total 97,981
c) IRE VII Desenvolvimento Imobiliário S/A
Since it has control over the SPE’s activities, the Institution’s management decided to consolidate IRE VI! Desenvolvimento Imobiliário S/A, in accordance with the provisions of CVM
Instruction 408/04.
ties of the SPE
IRE VIII Desenvolvimento Imobiliário S/A was constituted as a corporation on December 9, 2010. Its main activities include the management, purchase, sale and rental of properties owned by
itself or by third parties; real estate development and investment in other companies as a partner or shareholder.
i) Name, nature, purpose and al
ii) Investment in the equity and results of the SPE
On May 16, 2013, through FIP Rio Corporate, the Institution acquired 100% of the shares of IRE VIl Desenvolvimento Imobiliário Ltda.
Page 8
(A free translation of the original in Portuguese)
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Un thousands of reals, unless othemise stated)
i) Total assets, liabilities and equity of the SPE at December 31, 2013:
Current assets 8,945 Current liabilities 716
Cash 361 – Taxand social security contributions 141
Short-term interbank investments 8,507 Other liabilties 575
Other receivables. 77
Permanent Assets 37,722 Equity 45,951
Propeny 37,722
Total assets 46,667. Totallial 46,667
d) Receivables investment fund (FIDC) Pine Agro
Because the control over the receivables assigned to the fund remains with the Bank (receipt, transfer and collection) and, in substance, the Bank offers guarantees to the FIDC investors
relating to the expected receipt and profitability, the Bank’s management decided to consolidated FIDC Pine Agro, as established by the Brazilian Securities and Exchange Commission (CVM)
Circular Letter 01/07.
i) Name, nature, purpose and activities of the FIDC
Fundo de Investimento em Direitos Creditórios Financeiros – FIDC Pine Agro, managed by Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A., was constituted as a closed fund on
September 16, 2013. The Fund’s equity will be comprised of two types of quotas: Senior Quotas and Subordinated Quotas, in accordance with Article 12 of CVM Instruction 356/01. The first
offer of the Fund’s Senior Quotas will be carried out as established by Instruction 476/09, only for Qualified Investors acquiring a minimum amount of R$ 1,000. The Fund has no fixed duration.
Santander Brasil S.A. was contracted to render controllership services for the Fund, as well as the qualified custody of the portfolio assets, custody of evidencing documents and quota
bookkeeping.
The Fund may acquire credit rights arising from and assigned by assignees in the following business segments: (1) sugar and alcohol: (i) agriculture (primary production); (ii) food segment
retailers and distributors; (iv) animal protein; (v) grain; (vi) beverages; (vii) renewable energy; (vii) tradings; (ix) agricultural inputs; (x) paper and pulp; and (xi) value-added products.
il) Investment in the equity and results of the FIDC
In accordance with Article 24, item XV of CVM Instruction 356/01, updated by CVM Instruction 393, and chapter 21 of the Fund’s Regulation, the ratio between the value of the senior quotas
and the Fund’s equity will be 70%. Accordingly, the Fund will have 30% of its equity represented by subordinated quotas. This ratio will be calculated on a daily basis and will be available to the
Fund’s quotaholders on a monthly basis.
iii) Nature of the Bank’s involvement with the FIDC and type of exposure to losses, if any, arising from this involvement
Verification of whether the credit rights meet the assignment terms is, pursuant to the assignment agreement, the sole responsibility of the Assignor, without limiting the assignee’s (Fund) right,
either directly or through third parties, to also conduct such verification.
Non-compliance with any obligation originating from the credit rights by the drawees and other active components of the Fund’s portfolio is attributed to the subordinated shares up to the limit
corresponding to the sum of their total value. Once this total value has been exceeded, the default of credit rights held by the Fund is attributed to the senior quotas. The subordinated quotas
do not have a profitability target; however, they may benefit from any surplus yield generated by the credit right portfolio.
In the event the percentage of subordinated shares falls below 30% of the Fund’s equity, the Bank, pursuant to a request from the management entity, will have five business days to subscribe
new subordinated quotas in order to achieve the proportion equivalent to the guarantee ratio. If this does not occur, the management entity will call a General Meeting of Quotaholders in order
to discuss about (a) the anticipated settlement of the fund, or (i) extraordinary amortization.
iv) Amount and nature of credits, liabilities, revenues and expenses between the Bank and the FIDC, assets transferred by the Bank and rights of use over FIDC’ assets
In the period ended December 31, 2013, operations amounting to R$ 377.866 were assigned to FIDC.
In addition, because of the maintenance of the investment in subordinated quotas in this Fund, the Bank recognized, in the period ended December 31, 2013, an income of R$ 12.055 in the
“results with marketable securities” account.
v) Total assets, liabilities and equity of the SPE at December 31, 2013:
Current assets 590,854 Current lial 129
Cash 839 Otherliabilties 129
Marketable Securities 189,314
Credit operations 360,320
Other receivables 40,381 Equity 590,725
Total assets 590,854 590,854
v)Guarantees, sureties, mortgages or other collateral pledged in favor of the FIDC
Banco Pine has provided no guarantee, surety, mortgage or other collateral in favor of the FIDC or its investors.
vi ) Identification of the principal beneficiary or group of principal beneficiaries of the FIDC’s activities
Banco Pine is the holder of all subordinated shares of this Fund. The senior shares are held by different qualified investors.
3. SIGNIFICANT ACCOUNTING PRACTICES
The financial statements of Banco Pine are prepared and presented in accordance with the accounting practices adopted in Brazil applicable to institutions authorized to operate by the Brazilian
Central Bank (BACEN) and to corporations and by the Brazilian Securities Commission (CVM), where applicable.
The standards issued by the Brazilian Accounting Pronouncements Committee (CPC) related to the process of convergence with international accounting standards, approved by CVM, but not
yet ratified by BACEN, were not adopted in the consolidated balance sheets. The standards approved by CVM which did not conflict with the rules of the National Monetary Council (CMN) and
BACEN and those which had been ratified by BACEN were adopted for the disclosure purposes of these financial statements.
We present below the main accounting practices used:
Page 9
(A free translation of the original in Portuguese)
FA PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Un thousands of reals, unless othemise stated)
a) Consolidation
The balances and the results of the transactions between Banco Pine and its subsidiaries Pine Investimentos, Pine Comercializadora, Pine Corretora, Pine Assessoria and Pine Assessoria em
Comercializagáo de Energia and Pine Planejamento were eliminated in the consolidated statements. In the consolidation process of FIDC and FIDC Pine Agro, the balance of the loan
assignment receivables portfolio was included in the Institutior’s loan operations portfolio, with a corresponding entry of the senior shares in the “Borrowings and onlendings – local”, account,
net of investments in investment fund shares, comprising the shares held of this Fund.
b) Determination of the results of operations
Revenues and expenses are recorded on the accrual basis of accounting, which establishes that revenues and expenses should be included in the determination of the results for the periods
in which they occur, simultaneously when correlated, irrespective of their receipt or payment
Financial revenue and expenses are prorated, based substantially on the exponential method.
Transactions with floating rates or those indexed to foreign currencies are adjusted up to the balance sheet date.
e) Cash and cash equivalents
Cash and cash equivalents comprise cash in local and foreign currencies, short-term financial investments and time deposits, with maturities at the original investment date equal to or less than
90 days and which present an immaterial risk of change in fair value. These are used by the Institution to manage its shortterm commitments.
d) Short-term interbank investments
Short-term interbank investments are presented at cost plus related eamings up to the balance sheet dates.
€) Marketable securities
In accordance with BACEN Circular 3068, the Institution’s securities are classified in the following categories:
rading securities”, “available-for-sale securities” and “held-to-maturity securities”.
Trading securities are those acquired to be traded on a frequent and active basis. These securities are presented at cost plus related earnings up to the balance sheet dates and adjusted
based on fair value with the adjustments recorded in the corresponding revenue or expense account in results for the period.
The securities classified as available for sale are those for which Management has no intention to hold to maturity or which were not acquired to be traded on a frequent and active basis. These
securities are recorded at cost plus related eamings up to the balance sheet dates and are adjusted to market value against the “Carrying value adjustments” account in equity, net of tax
effects.
The securities classified as held to maturity are those which management acquires with the intention and financial ability to hold in its portfolio to maturity. These securities are recorded at cost
plus related earnings. Premium and discount, where applicable, are appropriated to results based on the term of the individual securities.
Trading securities are presented in current assets, irrespective of their maturities.
1) Derivative financial instruments
In accordance with BACEN Circular 3082/02 and Circular Letter 3026/02, the derivative financial instruments related to transactions with options, forward transaction, futures and swaps are
recorded in compliance with the following criteria:
Options: premiums paid or received are recorded in assets or liabilities, respectively, until the options are effectively exercised and recorded as a decrease or increase in the cost of the
asset or right, based on the effective exercise of the option, or as revenue or expense in the case of non-exercise;
Futures: daily adjustments are recorded in an asset or liability account and appropriated daily as revenue or expense;
Swaps: differences receivable or payable are recorded in an asset or liability account, respectively, and appropriated as revenue or expense on a pro rata basis up to the balance sheet
date;
Forward contracts: recorded at the contract closing amount, less the difference between this amount and the spot price of the asset or right, recognizing the revenue and expense over
the term of the contract up to the balance sheet date.
The derivative financial instruments are measured at fair value, with the corresponding gains or losses recorded as follows:
Derivative financial instruments which do not qualify as hedges, as revenue or expense in results for the period
Financial instruments which meet hedging criteria are classified either as fair value or cash flow hedges.
Fair value hedges are designed to ofíset risks arising from the exposure to fluctuations in the market value of the hedged item. The instruments and hedged items are adjusted to fair value and
recorded in a profit or loss account.
9) Loan operations and allowance for loan losses
The loan operations are classified, as regards risk level, based on criteria which consider current economic conditions, past experience and the specific risks related to the transactions, the
borrowers and the guarantors, in compliance with the parameters established by CMN Resolution 2682/99, which require the periodic analysis of the portfolio and its classification into nine
levels (from “AA” to “H”).
Income from loan operations past due for more than 60 days, regardless of the risk level, is only recognized as revenue on the date it is effectively received.
H-rated operations (allowance recorded at 100%) remain at this level for six months, and are subsequently written off against the existing allowance and controlled over a five-year period in
memorandum accounts and are no longer presented in the balance sheet.
Renegotiated loans are held at the same level at which they were originally classified at the time of the renegotiation.
Renegotiated loans which had already been written off as losses and which were recorded in memorandum accounts, are H rated, and any gains arising from the renegotiation are only
recognized when actually received.
The allowance for loan losses meets the minimum requirement established by the aforementioned Resolution, as described in Note 7.
h) Write off of financial assets
As established by BACEN Resolution 3533/08, financial assets are written off when the contractual rights to the cash flow of the financial asset expire or when the financial asset is sold or
transferred.
The sale or transfer of a financial asset is currently classified as:
Page 10
(A free translation of the original in Portuguese)
FA PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Un thousands of reals, unless othemise stated)
A transaction with substantial transfer of risks and rewards: the assignor substantially transfers all the risks and rewards related to the financial asset which is the object of the transaction.
Operations with substantial transfer of risks and benefits : the transferor has transferred substantially all risks and rewards of ownership of the financial assets involved in the transaction ,
such as : (1) unconditional sale of financial assets , (ii) sale of financial asset combined with an option to repurchase the asset at fair value at the time of repurchase , and (ii ) sale of a
financial asset combined with an option to buy or sell of those which fiscal year is unlikely to occur ;
Operations with substantial retention of risks and benefits : the transferor retains substantially all the risks and rewards of ownership of the financial assets involved in the transaction , such
(1) the sale of the financial asset combined with a commitment to repurchase the same asset at a fixed price or the sale price of any added income,, (ii) securities lending agreements, ( ii
) sale of financial asset combined with a contract rate swap that transfers the total return exposure to market risk back to transferor , ( iv ) the sale of financial asset combined with an option to
buy or sell whose fiscal year is likely to occur , and ( v ) sale of receivables for which the seller or transferor guarantees in any way compensate the purchaser or transferee for credit losses that
may occur , or the sale occurred in conjunction with the acquisition of the subordinated Investment Fund (FIDC ) buyer ;
Operations without transfer or substantial retention of risks and benefits : Shall be classified operations in which the transferor neither transfers nor retains substantially all the risks and
rewards of ownership of the financial assets involved in the transaction .
The allowance for loan losses follows the guidelines established by Resolution No. 2.682/99 of the Central Bank.
i) Prepaid expenses
These are controlled by contract and recorded under prepaid expenses account. The expenses are appropriated to results for the period based on the corresponding contract term and
recorded in the “Other administrative expenses” account.
) Other current assets and long-term receivables
These are stated at cost, including, where applicable, related acerued income and monetary variations, less the corresponding provisions for loss or adjustments to realizable value.
k) Permanent assets
These assets are stated at cost and consider the following:
Investments in subsidiaries are accounted for using the equity method
Property and equipment items correspond to rights in tangible assets which are used in the Institution’s business activities, or exercised for this purpose, including those arising from
transactions which transfer the risks, benefits and control of assets to the entity.
Depreciation of property and equipment is computed and recorded on the straight-line method at annual rates which consider the economic useful lives of the assets
Intangible assets correspond to the rights acquired in non-physical assets which are used in the Institution’s business or which are exercised for this purpose. The intangible assets with
identifiable useful lives are generally amortized on the straight-line method over the estimated period of economic benefit.
1) Impairment of non-financial assets
An impairment loss is recognized if the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. A cash generating unit is the smallest identifiable group of
assets that generates cash flows that are largely independent of the cash flows from other assets or groups of assets. Impairment losses are recognized in results for the period. The non-
financial asset amounts, except for deferred tax assets are tested, at least, annually to determine whether there is any indication of impairment.
m) Purchase and sale commitments
The purchase (sale) of financial assets based on a fixed price resale (repurchase) contract is recorded in the consolidated balance sheet as financing granted (received), based on the nature of
the debtor (creditor), in the “Funds obtained in the open market” account
n) Current and long-term liabilities
These are stated at known or estimated amounts including, where applicable, accrued charges and monetary or exchange variations up to the balance sheet dates
0) Contingent assets and liabilities and legal obligations
The recognition, measurement and disclosure of contingent assets and liabilities, and legal obligations (tax and social security) are based on the criteria defined in Resolution 3823/09, and
Letter Circular 3429/10, which approved CPC Technical Pronouncement 25, as follows:
Contingent assets: are not recorded in the financial statements, except when there is evidence which assures a high degree of confidence that they will be realized, generally through a
final and unappealable court decision.
Contingent liabilities: the reserve for contingencies is determined based on the probability of an unfavorable sentence or outcome of the related litigation, as well as the probable period of
the loss. The necessary reserve is calculated based on an analysis of each process and the opinion of the legal advisors. Reserves are recorded for processes in which the possibility of loss is
deemed probable. The reserves may be changed in the future, based on the progress of each suit; When the probability of loss is deemed possible, no provision is recorded and the related
suits are merely disclosed;
Legal obligations (tax and social security): these comprise administrative proceedings or lawsuits related to tax and social security obligations, the legality or constitutionality of which is
being contested, whose amounts, regardless of the related probabilty of success, are recorded at the full amount in dispute and adjusted in accordance with the legislation in force.
p) Provision for income tax and social contribution
The provisions for income tax and social contribution are recorded at the following statutory rates: income tax – 15%, plus a 10% surcharge on taxable income exceeding RS 240 (for the year
end) and social contribution – 15%. Further, deferred tax assets are recorded on temporary differences based on the assumption that the future taxable income generated by the Institution will
be sufficient to ofíset these assets.
In accordance with Provisional Measure (MP) 449/08, subsequently enacted into Law 11941/09, the changes in the criteria used to recognize revenue, costs and expenses computed in
determining net income, introduced by Law 11638/07 and by Articles 36 and 37 of the MP, may be ignored for purposes of calculating the taxable income if companies elect to use the
Transitional Tax System (RTT). In this case, for tax purposes, the accounting methods and criteria in force at December 31, 2007 will be followed.
q) Profit sharing
Banco Pine has its own profit sharing program (PPLR) ratified by the Bank Employees Trade Union.
The general assumptions of this program are: (a) business unit performance; (b) establishment of a fund for distribution across the organization; and (c) assessment of the skills and the
meeting of targets in the supporting areas. The related expenses were recognized in the “Profit sharing” account”.
Page 11
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
r) Use of estimates
The preparation of financial statements requires Management to make estimates and assumptions, to the best of its judgment, that affect the reported amounts of certain assets, liabilities,
revenues and expenses and other transactions, such as the fair value of assets and derivatives and the allowance for loan losses, the establishing of the period for realizing deferred tax
assets, property and equipment depreciation rates, amortization of deferred charges and reserves for contingences and others. Actual results may differ from these estimates.
s) Net income per share
This is calculated based on the number of outstanding shares paid up at the date of the financial statements.
4. CASH AND CASH EQUIVALENTS
Cash 147,466 126,111 157,168 126,111
Short-term interbank investments(1) 610,008 297,285 610,318 304,288
Total cash and cash equivalents 757,474 423,396 767,486 430,399
(1) These are transactions vith maturies a! he original investment date equal to or less than 90 days.
5. INTERBANK INVESTMENTS
Interbank investments at December 31, 2013 and 2012, are comprised as follows:
EA
Security/Maturity MIEDO US AA LEO
Investments in purchase and sale commitments
Own portfolio position
National Treasury Bills (LTN) – 71,599 50,018 – 121,617
Federal Treasury Notes (NTN) – – – 62,305 62,305
Total investments in purchase and sale
commitments – 71,599 50,018 62,305 183,922
Interbank deposits
Own portfolio
Floating 9,264 36,144 – – 44,408
cor – 13,791 13,791
Subtotal 9,264 48,935 – – 58,199
Total interbank
deposits 9,264 48,935 – – 58,199
Foreign currency investments
Foreign currency investments 425,571 – – – 425,571
Total foreign currency investments 425,571 – – – 425,571
Total interbank
investments 434,835 120,534 50,018 62,305 667,692
RETA
Security/Maturity Up to 3 months TS From1to 3 years From31o5years
”
National Treasury Bills (LTN) 310 71,599 50,018 – 121,927
Federal Treasury Notes (NTN) – – – 62,305 62,305
Total investments in purchase and sale
‘ents. 310 71,599 50,018 162,305 184,232
Interbank deposits
Own portfolio
Floating 35,144 –
rate CDI 9,264 – 44,408
CDI Rural – 13,791 – – 13,791
Subtotal 9,264 48,935 – – 58,199
Total interbank
9,264 48,935 – – 58,199
Foreign currency investments 425,571 – – – 425,571
Total foreign currency investments 425,571 – – – 425,571
Total interbank
investments 435,145 120,534 50,018 162,305 668,002
Page 12
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
EA
Security/Maturity MAS ES
Investments in purchase and sale commitments
Own portfolio position
LFT 110,029 – 110,029
LIN 74,150 – 74,150
NTN 95,026 – 95,026
Subtotal 279,205 – 279,205
Total investments in purchase and sale
commitments 279,205 – 279,205
Interbank deposits
Own portfolio
Floating
rate CDI – 1,928 1,928
CDI Rural 4,651 22,119 26,770
Subtotal 4,651 24,047 28,698
Subject to guarantees
Floating
rate CDI 996 70,605 71,601
Subtotal 996 70,605 71,601
Total interbank
deposits 5,647 94,652 100,299
Foreign currency investments
Foreign currency investments 18,080 – 18,080
Total foreign currency investments 18,080 – 18,080
Total interbank
investments 302,932 94,652 397,584
O
Security/Maturity ARO months
LFT 110,029 – 110,029
LIN 81,153 – 81,153
NTN 95,026 – 95,026
Subtotal 286,208 – 286,208
Total investments in purchase and sale
commitments 286,208 – 286,208
Interbank deposits
Own portfolio
Floating
rate CDI – 1,928 1,928
CDI Rural 4,651 22,119 26,770
Subtotal 4,651 24,047 28,698
Subject to guarantees
Floating
rate CDI 996 70,605 71,601
Subtotal 996 70,605 71,601
Total interbank
deposits 5,647 94,652 100,299
Foreign currency investments
Foreign currency investments 18,080 – 18,080
Total foreign currency investments 18,080 – 18,080
Total interbank
investments 309,935 94,652 404,587
Page 13
(A free translation of the original in Portuguese)
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
6. MARKETABLE SECURITIES AND DERIVATIVE FINANCIAL INSTRUMENTS
a) Marketable securities
The securities portfolio at December 31, 2013 and 2012 was comprised as follows:
EAT
From3to 12 Fromito3
TA O AE AO AAN
le-for-sale securities:
Own portfolio:
National Treasury Bils (LTN) 89,966 – – – – 89,966 89,981
Federal Treasury Notes (NTN) – 73,077 85,138 48,089 – 206,804 216,974
Debentures – – 713 – 64,249 64,962 66,976
Promissory note – 44,686 – – – 44,686 44,459
Receivables investment fund
shares – 20,446 183,484 – 203,930 203,930
Subtotal 89,966 117,763 106,297 231,573 64,249 609,848 622,320
Subject to
guarantees:
Federal Treasury Notes (NTN) – – 109,579 – – 109,579 117,415
Subtotal – – 109,579 – – 109,579 117,415
Total available-for-sale 89,966 117,763 215,876 231,573 64,249 719,427 739,735
349,869 30,940 4,930 – – 385,739 385,916
8,125 46 33,707 37,788 8,305 87,971 89,758
Debentures – 9,424 51,928 88,448 – 149,800 135,546
Investment fund shares(2) 180,381 – – – – 180,381 180,381
Eurobonds a 70 – – 9,332 9,493 9,493
Subtotal 538,466 40,480 90,565 126,236 17,537 813,384 801,094
Subject to repurchase
commitments:
LIN – 161,579 40,217 – – 201,796 202,421
NTN – 80,339 18,969 48,089 10,983 158,380 163,429
Debentures – 46,180 10,300 117,924 – 174,404 186,079
Eurobonds 132 128 2,686 – 13,546 16,492 16,492
Subtotal 132 288,226 72,172 166,013 24,529 551,072 568,421
Subject to
guarantees:
LIN – 1,074 – – – 1,079
NTN – – 3,476 – – 3,542
Subtotal – 1,074 3,476 – – 4,621
Total trading
securities 538,598 329,780 166,213 292,249 42,166 1,369,006 1,374,136
Total securities 628,564 447,543 382,089 523,822 106,415 2,088,433 2,113,871
Page 14
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
‘Amounts marked to market
From 3 to 12 From 1 to 3
MA AU ATA EAN
LTN 89,966 – – – – 89,966 89,981
NIN – 73,077 85,138 48,089 – 206,304 216,974
Debentures – – 713 – 64,249 64,962 66,976
Promissory note – 44,686 – – – 44,686 44,459
Subtotal 89,966 117,763 85,851 48,089 64,249 405,918 418,390
Subject to
guarantees:
NTN – – 109,579 – – 109,579 117,415
Subtotal – – 109,579 – – 109,579 117,415
Total available-for-sale
securities 89,966 117,763 195,430 48,089 64,249 515,497 535,805
Trading securities(1
Own portfolio:
LET – – 30,070 8,715 147,552 186,837 186,337
LIN 349,869 30,940 4,930 – – 385,739 385,916
NTN 8,125 46 33,707 37,788 8,305 87,971 89,758
Debentures – 9,424 51,928 88,448 – 149,800 135,546
Investment fund shares(2) 108,693 – – – – 108,693 108,693
Eurobonds a 70 – – 9,332 9,493 9,493
cD8 235 235 235
Subtotal 467,013 40,480 120,635 134,951 165,189 928,268 915,978
Subject to repurchase
commitments:
LIN – 161,579 40,217 – – 201,796 202,421
NIN – 80,339 18,969 48,089 10,983 158,380 163,429
Debentures – 46,180 10,300 117,924 – 174,404 186,079
Eurobonds 132 128 2,686 – 13,546 16,492 16,492
Subtotal 132 288,226 72,172 166,013 24,529 551,072 568,421
Subject to
guarantees:
LTN – 1,074 – – – 1,079
NTN – – 3,476 – – 3,542
Subtotal – 1,074 3,476 – – 4,621
Total trading
securities 467,145 329,780 196,283 300,964 189,718 1,483,890 1,489,020
Total securities 557,111 447,543 391,713 349,053 253,967 1,999,387 2,024,825
CET
TEE TE
OS From 3 to 5 years OO EAN
NIN – – 73,154 50,910 26,339 150,403 150,694
Promissory note – 61,070 – – – 61,070 61,362
Eurobond – – – – 2,123 2,123 2,109
Receivables investment fund –
shares – – 59,731 – – 59,731 59,731
Investment fund shares(2) 337,047 – – – – 337,047 337,047
Certificates of Real Estate Receivables (CRI) – – 16,976 – – 16,976 17,250
Total available-for-sale
337,047 61,070 50,910 28,462 627,350 628,193
Own portfolio:
LTN 599,836 42,880 174,169 – – 816,885 811,377
NIN 209,704 – 83,912 38,437 22,078 354,131 345,710
Debentures – 95,207 44,398 106,309 – 245,914 239,976
Subtotal 809,540 138,087 302,479 144,746 22,078 1,416,930 1,397,063
Subject to repurchase
commitments:
LIN 1,680,794 – – – – 1,680,794 1,663,090
Debentures 167,161 – – – – 167,161 157,878
Subtotal 1,847,955 – – – – 1,847,955 1,820,968
Subject to
guarantees:
LTN 71,120 – – – – 71,120 70,837
Subtotal 71,120 – – – – 71,120 70,837
Total trading
securities 2,728,615 138,087 302,479 144,746 22,078 3,336,005 3,288,868
Total securities 3,065,662 199,157 452,340 195,656 50,540 3,963,355 3,917,061
Page 15
(A free translation of the original in Portuguese)
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
((n thousands of reals, unless othemíise stated)
‘Amounts marked to market
ETE E
IICA IO AS From 5 to 15 years ATAN
Available-for-sale securi
Own portfolio:
NIN – 73,154 50,910 26,339 150,403 150,694
Promissory note – 61,070 – – – 61,070 61,362
Eurobond – – – 2,123 2,123 2,109
Investment fund shares(2) 337,047 – – – 337,047 337,047
Certificates of Real Estate Receivables (CRI) – 16,976 – – 16,976 17,250
Total available-for-sale
337,047 61,070 90,130 50,910 28,462 567,619 568,462
599,836 42,880 194,053 – – 836,769 831,261
209,704 – 83,912 38,437 22,078 354,131 345,710
Debentures – 95,207 44,398 106,309 – 245,914 239,976
Subtotal 809,540 138,087 322,363 144,746 22,078 1,436,814 1,416,947
Subject to repurchase
commitments:
LIN 1,680,794 – – – – 1,680,794 1,663,090
Debentures 167,161 – – – – 167,161 157,878
Subtotal 1,847,955 – – – – 1,847,955 1,820,968
Subject to
guarantees:
LIN 71,120 – – – – 71,120 70,837
Subtotal 71,120 – – – – 71,120 70,837
Total trading
securities 2,728,615 138,087 322,363 144,746 22,078 3,355,889 3,308,752
Total securities 3,065,662 199,157 412,493 195,656 50,540 3,923,508 3,877,214
(1) Securiios classified in the “trading” category are stated based on their maturiy dates.
(2) The shares are composed of R$ 180.381 in the Individual and R$ 110.693 in the Consolidated (R$ 338,601 in the Individual and Consolidated on December 31, 2012, not taking into consideration a valuation alowance of fund shares mulimarkct investment of R$ 1.554), of which.
(0 AS 11.378 n Individual and Consolidated (RS 251.304 in the Individual and Consoldated on December 31, 2012) Pine CM Fund Mutimarket Private Credit (1) R$ 96.339 in Individual and Consolidated (RS 87.297 the Individual and Consolidated on December 31, 2012) Pine RB
Capital Fund Multimarket Private Credit (on December 31, 2012 the quotas were composed by FICFI Multimarket Credit Private Investment Abroad), and (li) R$ 71.867 in consolidated FIP Rio Corporate – Investment Fund Participation. The assets comprisng funds are, mostly,
debentures, promissory notes and certfcates of receivables totaling R$ 558.025 (R$ 756,027 on December 31, 2012)(note 7)
At December 31, 2013 and December 31, 2012, there were no securities classified as “held to maturity”.
As established in Article 5 of BACEN Circular 3068/08 securities may only be reclassified on the date of the half yearly balance sheet. At December 31, 2013 and 2012, were reclassified
securities “avaiable for sale” to “trading” in the amount of R$18,779 (December 31, 2012 R$ 188,051), generating a negative impact on the gross amount of R$ 1,347 (positive impact of R$
12,527 at December 31,2012), R$ 808 net of tax (R$ 7,516 at December 31,2012), recorded in “Income from operations with securities.”
The market values of the securities recorded in the “available for sale” and “trading” categories were determined based on the prices and rates braded at December 31, 2013 and 2012,
disclosed by the Brazilian Association of Financial and Capital Market Institutions (ANBIMA), BM8FBovespa S.A. – – Bolsa de Valores, Mercadorias e Futuros, by the investment fund
managers and by the international information agencies. The mark-to-market adjustment of the securities recorded in the “available for sale” category generated a loss of R$20.308 on an
Individual and Consolidated basis (December 31, 2012 – loss of R$ 843 on both an Individual and Consolidated basis), affecting the equity of the Institution by R$12.185 on an Individual and
Consolidated basis (December 31, 2012 – R$ 514 on an Individual and Consolidated basis), net of tax effects. The mark-to-market adjustment of the securities recorded in the “trading” category
resulted in a loss adjustment of R$ 5.130 on an Individual and Consolidated basis (December 31, 2012 – gain adjustment of R$ 47,137 in both the Individual and Consolidated) in results.
b) Derivative financial instruments
i) Utilization policy
The growing level of company sophistication in a global market prompted an increase in the demand for derivative financial instruments to manage balance sheet exposure to market risks,
arising mainly from fluctuating interest and foreign exchange rates, the price of commodities and other asset prices. As a result, Banco Pine offers its customers alternatives for mitigating
market risks through appropriate instruments, as well as to meet its own needs for managing these risks.
ii) Management
The management of portfolio risks is controlled using techniques which include the following: VaR, sensitivity, liquidity risk and stress scenarios. Based on this information, the necessary
derivative financial instruments are contracted by the treasury department, pursuant to Management previously defined market and liquidity risk policy. Derivative transactions carried out by
Banco Pine with customers are neutralized to eliminate market risks.
The sale of derivative financial instruments to customers is subject to prior credit limit approval. The credit limit approval process also considers potential stress scenarios.
Knowing the customer, their operating sector and their risk appetite profile, as well as being able to provide information on the risks involved in the transaction and in the terms and conditions
negotiated, ensures that the relationship between the parties is transparent and permits the Institution to offer customers the products which are most appropriate to their specific needs.
The majority of the derivative contracts negotiated by the Institution with customers in Brazil, comprise swaps, forward transactions, options and futures registered at BM8FBovespa or CETIP
S.A. – Balcáo Organizado de Ativos e Derivativos. The derivative contracts traded abroad comprise futures, forward transactions, options and swaps mainly registered at the Chicago, New
York and London exchanges. We stress that although certain trades abroad are carried out over-the-counter (OTC), the related risks are low in relation to the Institution’s total transactions.
The main market risk factors monitored by Banco Pine include exchange rates, local interest rate volatility (fixed, reference rate (TR), General Price Index – Market (IGP-M) long-term interest
rate (TJLP) and Extended Consumer Price Index (IPCA)), exchange coupon and commodities. The Institution adopts a conservative approach, minimizing its exposure to risk factors and to the
mismatching of portfolio terms.
Page 16
(A free translation of the original in Portuguese)
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
Evaluation and measurement criteria, methods and assumptions used to determine fair value
The Institution uses the market reference rates disclosed principally by BM8FBovespa, Intercontinental Exchange (ICE) and Bloomberg to determine the fair value of the derivative financial
instruments. For derivatives whose prices are not directly disclosed by the exchanges, the fair values are obtained through pricing models that use market information, determined based on the
prices disclosed for assets with the greatest liquidity. Based on these prices, the Institution extracts the interest curves and market volatiliies which are used as entry data for the models. The
OTC derivatives, forward contracts and securities with low liquidity are determined in this way.
iv) Amounts recorded in balance sheet and memorandum accounts, segregated into the following categories: index, counterparty, trading market, notional values, maturities,
cost and fair values.
At December 31, 2013 and 2012, the derivative financial instrument positions are as follows:
A]
Derivative Financial Instruments
ASSETS
Swap – difference receivable 82,034 270,129 352,163 160,665 155,436 216,101
Fonward contracts- receivable 72,953 17,853 90.806 83,459 1,664 85,123
Premiums on unexercised options 72,389 – 72,389 36,109 – 36,109
Total receivable 227,376 287,982 515,358 180,233 157,100 337,333
LIABILITIES
Swap – difference payable (62,138) (25.464) (57,602) (15,215) (22,410) (37,625)
Fonward contracts- payable (68,043) (4,219) (72,262) (20,724) (923) (21,647)
Premiums on written options (60,172) (797) (60,969) (41,121) – (41,121)
Total payable (160,353) (30,480) (190,833) (77,060) (23,333) (100,393)
Net amount 67,023 257,502 324,525 103,173 133,767 236,940
v) Derivative financial instruments by index
OA
EN Sa
. 5,581,191 352,163 .
Interest 3,408,528 179,337 –
Currency 2,130,411 172,770 –
Variable income 42,252 56 –
Liability pe . 5,581,191 – (57,602)
Interest 3,583,561 – (28,160)
Currency 2,047,630 – (29,442)
Net amount 352,163 (57,602) 230,856
Forward contracts
Asset po: 86,595,674 90,806 .
Interest 4,161,379 9,789 –
Currency 2,341,952 80,384 –
Commodities 92.343 633 –
Liability position: 86,595,674 – (72,262)
Interest 1,930,135 – (6,960)
Currency 4,623,121 – (65,244)
Commodities 42,418 – (68)
Net amount 90,806 (72,262) (39,919)
Options
“Premium on unexercised options: 1,408,454 72,389 –
Currency 766,684 23,108 –
Commodities 641,770 49,281 –
Premiums on written options: 1,623,553 – (60,969)
Currency 980,528 – (32,363)
Commodities 643,025 – (28,606)
Net amount 72,389 (60,969) 48,163
Total receivable (payable) and gain (loss) 515,358 (190,833) 239,100
Page 17
BANCO PINE S.A. AND SUBSIDIARIES
PINE
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
((n thousands of reais, unless others stated)
AN
Individual and Consolidated
II TS CT
“Swap”
Market risk
Asset position: 2,794,342
Interest 2,087,246
Currency 624,261
Commodities 19,028
Variable income 63,807
Liability position: 2,794,342
Interest 1,919,358
Currency 874,984
Net amount
Forward contracts
Asset po: 2,579,250
Interest 555,181
Currency 1,874,333
Commodities 149,736
Liability position: 2,579,250
Interest 1,374,880
Currency 998,727
Commodities 205,643
Net amount
1,200,312
Currency 661,386
Commodities 538,926
Premiums on written options: 1,842,841
Currency 1,160,633
Commodities 682,208
Net amount
Total receivable (payable) and gain (loss)
vi) Derivative financial instruments – futures contracts
Ñ
Purchase
Interbank market: 2,479,543
Currency 1,840,127
Commodities 114,363
Future exchange coupon: 2,584,409
Exchange Swap –
Total 7,018,442
Notional amount
Purchase
Interbank market: 960,004
Currency 840,567
Commodities 82,051
Future exchange coupon: 103,202
Exchange Swap –
Total 1,985,824
) Derivative financial instruments by maturity
AAA
A
Notional amount MO
Swap 1,458,593 2,014,047 909,187
Fonward contracts 4,306,823 1,998,371 289,443
Options 1,888,484 1,136,623 6.900
Futures 6,672,138 9,180,127 972,227
Page 18
216,101 –
128,894 –
82,811 –
47 –
4,349 –
– (87,625)
– (22,581)
– (15,044)
216,101 (87,625) 141,681
85,123 –
8,032 –
73,297 –
3,794 –
– (21,647)
– (8,839)
– (12,776)
– 62)
85,123 (21,647) 62,387
36,109 –
10,052 –
26,057 –
– (41,121)
– (15,859)
– (25,262)
36,109 (41,121) 15,585
337,333 (100,393) 219,653
Individual and Consolidated
E
O
PS
(O)
2,316,329 285
817,256 14,091
146,149 –
3,709,727 (22,419)
3,207,174 9,418
10,196,635 1,375 (42,887)
CATA]
Daily
O
receivable
(payable)
878,988
48,362 (2,957)
90,836 (6)
1,483,996 5,499
61,272 (205)
2,563,454 2,702 (155,315)
Individual and Consolidated
O
From 3 to 5 years
402,264 797.100 5,581,191
1,087 – 6,595,674
– – 3,032,007
204,473 186,112 17,215,077
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
E]
MEA
O
TN GOES
Swap 481,799 566,993 699,801 260,881 2,794,342
Forward contracts 1,300,510 1,010,582 138,243 129,915 2,579,250
Options 1,955,485 1,087,668 – – – 3,043,153
Futures 1,309,109 1,637,072 1,000,668 544,056 58,973 4,549,278
Derivative finan:
instruments by trading market
At December 31, 2013 and 2012, the swaps, forward contracts and options, whose notional values are recorded in a memorandum account are comprised as follows:
a
ETE
ET
CO O LES A O
Exchange 173,603 206,613 1,929,544 17,187,338 15,521 151,117 1,842,470 4,549,278
BMEFBOVESPA 110,300 – 1,405,588 16,954,565 90,300 – 1,246,325 4,374,560
Exchanges abroad 63,303 206,613 529,957 282,773 55,221 151,117 596,145 174,718
otc 5,407,588 6,389,061 1,102,463 27,739 2,648,821 2,428,133 1,200,683 .
Financial institutions 1,609,369 230,105 – 27,739 – – 22,683 –
Companies 3,798,219 6,158,956 1,102,463 – 2,648,821 2,428,133 1,178,000 –
Total 5,581,191 6,595,674 3,032,007 17,215,077 2,794,342 2,579,250 3,043,153
ix) Amount and type of guarantee margin
The margin amounts deposited in guarantee at December 31, 2013 and 2012 are comprised as follows:
co]
Market value
Guarantee margin – Exchange clearing house – BMC
National Treasury Bills (CTN) 10,870
Federal Treasury Notes (NTN) 3,476
Subtotal 14,346
Guarantee margin – BMF8Bovespa
National Treasury Bills (CTN) – 60,250
Federal Treasury Notes (NTN) 107,486 –
Subtotal 107,486 60,250
Guarantee margin – Other
Federal Treasury Notes (NTN) 2,094 .
Subtotal 2.094 –
Total 114,129 71,120
7. CREDIT PORTFOLIO, GUARANTEES PROVIDED AND SECURITIES WITH CREDIT RISK
We present below a summary of the loan operation portfolio information at December 31, 2013 and 2012:
a) By type of loan:
2013 EA ETA 2012
Public sector 18,991 6,304 18,991 6,304
Working capital 3,188,610 2,186,731 3,250,657 2,838,349
Resolution n* 3.844 (old Resolution n* 2.770) 40,142 – 40,142 –
Overdraft account 9,930 12,086 9.930
BNDES/FINAME onlending 1,068,369 852,643 1,068,369
Direct consumer financing (CDC) – vehicles 9,876 36,153 9.876
Foreign currency financing 393,554 280,156 393,554
Export financing 944,241 798,784 944,241
Buyer financing (Compror) – 18,407 –
Subtotal – Loan operations 5,673,713 4,191,264 5,735,760
Deblors for purchase of assets(1) 133,713 114,120 133,713 114,120
Advances on foreign exchange contracts and income receivable (2) 397,934 491,539 397,934 491,539
Notes and credits receivable(1) 114,243 89,075 114,243 89,075
Credit portfolio 6,319,603 4,885,998 6,381,650 5,037,616
Loans for imports 51,212 8814 51,212 8,814
Guarantees provided 2,909,197 2,114,296 2,909,197 2,114,296
Coobligations in loan assignments – 334 – 334
Guarantees provided and responsi 2,960,409 2,123,444 2,960,409 2,123,444
Notes and credits receivable(1) 30,240 30,767 30,240 30,767
Corporate bonds (3) 558,025 756,027 558,025 756,027
Securities with credit risk 588,265 786,794 588,265 786,794
_Total expanded portfolio 9,868,277 7,796,236 9,930,324 7,947,854
(1) Recorded in “Other receivables – sundry” (Note 9a)
(2) Recorded in “Forsign exchange portols” (Nate 8),
(8) Mostly debentures, promissory notes and receivables ceríficates in the funds” portlio and in Banco Pine’s portfolio (Note S(a).
Page 19
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
b) By maturity:
TEO ET
ET Lo
Up to 3 months 1,430,068 22.75 31,618 90.64 1,461,686 23.13
From 3 to 12 months 2,302,093 36.63 3,264 9.36 2,305,857 36.48
From 1 to 3 years 1,957,584 31.15 – – 1,957,584 30.98
From 3 to 5 years 435,585 6.93 – – 435,585 6.89
From 5 to 15 years 159,391 2.54 – – 159,391 252
Total credit portfolio 6,284,721 100.00 34,882 100.00 6,319,603 100.00
Up to 3 months 409,905 13.85 – – 409,905 13.85
From 3 to 12 months 1,112,950 37.59 – – 1,112,950 37.59
From 1 to 3 years 656,780 22.19 – – 656,780 22.19
From 3 to 5 years 694,853 23.47 – – 694,853 23.47
From 5 to 15 years 85,921 2:90 – – 85,921 2:90
Total guarantees provided and responsi 2,960,409 100.00 – – 2,960,409 100.00
Up to 3 months – – – – – –
From 3 to 12 months 100,289 17.05 – – 100,289 17.05
From 1 to 3 years 193,858 32.95 – – 193,858 32.95
From 3 to 5 years 176,364 29.98 – – 176,364 29.98
From 5 to 15 years 109,884 18.68 – – 109,884 18.68
More Than 5 years 7,870 1.34 – – 7.870 1.34
Total securities with credit risk 588,265 100.00 – – 588,265.00 100.00
Total expanded portfolio 9,833,395 34,882 9,868,277
Consolidated
TE
LEO
Up to 3 months 1,430,068 22.53 31,618 90.64 1,461,686 22.90
From 3 to 12 months 2,314,769 36.47 3,264 9.36 2,318,033 36.32
From 1 to 3 years 2,006,955 31.62 – – 2,006,955 31.45
From 3 to 5 years 435,585 6.86 – – 435,585 6.83
From 5 to 15 years 159,391 2.52 – – 159,391 2.50
Total credit portfolio 6,346,768 100.00 34,882 100.00 6,381,650 100.00
Up to 3 months 409,905 13.85 – – 409,905 13.85
From 3 to 12 months 1,112,950 37.59 – – 1,112,950 37.59
From 1 to 3 years 656,780 22.19 – – 656,780 22.19
From 3 to 5 years 694,853 23.47 – – 694,853 23.47
From 5 to 15 years 85,921 2:90 – – 85,921 2.90
Total guarantees provided and respon: 2,960,409 100.00 – – 2,960,409 100.00
Up to 3 months – – – – – –
From 3 to 12 months 100,289 17.05 – – 100,289 17.05
From 1 to 3 years 193,858 32.95 – – 193,858 32.95
From 3 to 5 years 176,364 29.98 – – 176,364 29.98
From 5 to 15 years 109,884 18.68 – – 109,884 18.68
More Than 5 years 7,870 1.34 – – 7.870 1.34
Total securities with credit risk 588,265 100.00 – – 588,265 100.00
Total expanded portfolio 9,895,442 34,882 9,930,324
TE
LEO
Up to 3 months 1,369,941 28.26 1,603 411 1,371,544 28.07
From 3 to 12 months 1,883,264 38.85 37,376 95.89 1,920,640 39.31
From 1 to 3 years 1,088,845 22.46 – – 1,088,845 22.29
From 3 to 5 years 367,983 7.59 – – 367,983 7.53
From 5 to 15 years 136,986 2.84 – – 136,986 2.80
Total credit portfolio 4,847,019 100.00 38,979 100.00 4,885,998 100.00
Up to 3 months 381,292 17.96 – – 381,292 17.96
From 3 to 12 months 580,128 27.32 – – 580,128 27.32
From 1 to 3 years 664,898 31.31 – – 664,898 31.31
From 3 to 5 years 477,887 22.51 – – 477,887 22.51
From 5 to 15 years 19,239 0.90 – – 19,239 0.90
Total guarantees provided and respon: 2,123,444 100.00 – – 2,123,444 100.00
Up to 3 months 167,688 21.31 – – 167,688 21.31
From 3 to 12 months 173,918 22.10 – – 173,918 22.10
From 1 to 3 years 201,585 25.62 – – 201,585 25.62
From 3 to 5 years 211,240 26.85 – – 211,240 26.85
From 5 to 15 years 32.363 442 – – 32,363 4:12
Total securities with credit risk 786,794 100.00 – – 786,794 100.00
Total expanded portfolio 7,757,257 38,979 7,796,236
Page 20
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
Consolidated
TE
LEO
Up to 3 months 1,369,941 27.41 1,603 411 1,371,544 27.23
From 3 to 12 months 1,883,264 37.68 37,376 95.89 1,920,640 38.13
From 1 to 3 years 1,240,463 24.82 – – 1,240,463 24.62
From 3 to 5 years 367,983 7.36 – – 367,983 7.30
From 5 to 15 years 136,986 2.73 – – 136,986 272
Total credit portfolio 4,998,637 100.00 38,979 100.00 5,037,616 100.00
Up to 3 months 381,292 17.96 – – 381,292 17.96
From 3 to 12 months 580,128 27.32 – – 580,128 27.32
From 1 to 3 years 664,898 31.31 – – 664,898 31.31
From 3 to 5 years 477,887 22.51 – – 477,887 22.51
From 5 to 15 years 19,239 0.90 – – 19,239 0.90
Total guarantees provided and responsil 2,123,444 100.00 – – 2,123,444 100.00
Up to 3 months 167,688 21.31 – – 167,688 21.31
From 3 to 12 months 173,918 22.10 – – 173,918 22.10
From 1 to 3 years 201,585 25.62 – – 201,585 25.62
From 3 to 5 years 211,240 26.85 – – 211,240 26.85
From 5 to 15 years 32.363 442 – – 32,363 4:12
Total securities with credit risk 786,794 100.00 – – 786,794 100.00
Total expanded portfolio 7,908,875 38,979 7,947,854
c) By business acti:
Consolidated
EA
Sugar and ethanol 1,391,668 1,144,383 1,397,413 1,166,457
Civil construction 1,388,464 907.379 1,395,441 925,388
Electric and renewable energy 891,931 1,039,048 891,931 1,039,048
Agriculture 871,830 665,999 884,798 689,671
Building and engineering – Infrastructure 846,040 504,045 853,056 523,777
Transportation and logistics 480,410 388,854 484,293 395,830
Specialized services 473,851 344,351 476,545 356,212
Metal products 453,883 350,883 457,250 350,883
Vehicles and parts 437,040 235,522 437,040 242,934
Telecommunications 349,218 152,618 358,236 156,508
Foreign trade 298,612 332,186 298,612 332,186
Chemical and petrochemical 273,740 158,890 273,740 158,890
Beverages and tobacco 235,210 90,902 236,894 94,262
Construction material and decor 208,102 136,037 208,102 148,696
Retail trade 192,940 51,299 192,940 51,299
Individuals 44,177 53,340 44,177 53,340
Foodstufís 187,718 234,768 191,164 246,208
Meat processing 164,348 130,581 164,348 130,581
Steel products 128,015 95,467 128,015 95,467
Financial institution 103,299 147,986 107,629 155,766
Paper and pulp 95,142 111,674 95,141 111,674
Water and sanitation 93,445 42,901 93,445 42,901
Information technology 47,185 62,597 47,185 62,537
Recreation and tourism 41,576 – 41,576 –
Plastic and rubber 40,455 42,721 40,455 42,721
Textiles and clothing 38,487 42,286 39,407 45,039
Wholesale trade 26,332 11.415 26,332 11,415
Pharmaceuticals and cosmetios 18,086 23,787 18,086 23,757
Mechanics 17,986 19,912 17,986 19,912
Medical services 15,331 39,224 15,331 39,224
Electronics 10,565 15,604 10,565 15,604
Mining 3,191 192,512 3,191 192,512
Leather and footwear – 6,487 –
Communications and printing – 20,668 –
Total expanded portfolio 9,868,277 7,796,236 9,930,324
d) Credit portfolio by risk level and allowance, in accordance with Resolution 2682/99:
EEE
Falling due Past due ES Falling due Past due
AR 1,003,915 – 1,003,915 – 1,007,284 – 1,007,284 –
A 2,081,694 – 2,081,694 10,408 2,089,470 – 2,089,470 10,448
B 2,312,496 337 2,312,833 23,129 2,347,435 387 2,347,772 23,478
0 530,407 30,507 560,914 16,827 539,519 30,507 570,026 17,101
D 193,692 32 193,724 19,372 193,692 32 193,724 19,372
E 43,010 940 43,950 13,185 43,010 940 43,950 13,185
F 24,924 40 24,964 12,482 24,924 40 24,964 12,482
G 49,576 33 49,609 34,727 49,576 33 49,609 34,727
H 45,007 2,993 48,000 48,000 51,858 2,993 54,851 54,851
Total 6,284,721 34,882 6,319,603 178,130 6,346,768 34,882 6,381,650 185,644
Page 21
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
Falling due
PINE
Falling due Past due
AR 928,420 –
A 1,361,232 –
B 1,910,667 171
0 424,530 1,139
D 76,198 41
E 6,582 885
F 26,430 452
G 70,540 11,420
H 42,420 24,871
Total 4,847,019 38,979
e) By concentration level:
Individual
Allowance
928,420 –
1,361,232 6,806
1,910,838 19,108
425,669 12,770
76,239 7,624
7,467 2,240
26.882 13,441
81,960 57,372
67,291 67,291
4,885,998 186,652
941,386
1,886,003
2,007,566
441,512
76,198
6,582
26,430
70,540
42,420
4,998,637
TN
Past due
– 941,386 –
– 1,386,003 6,930
17 2,007,737 20,076
1,139 442,651 13,280
41 76,239 7,624
885 7,467 2,240
452 26,882 13,441
11,420 81,960 57,372
24,871 67,291 67,291
38,979 5,037,616 188,254
E]
2013
nn
Largest borrowers Amount Portfolio
Largest borrower 271,299 2.75
2nd to 10th 1,519,180 15.39
11th to 20th 1,095,399 11.10
21stto SOth 1,874,414 18.99
Ststto 100th 1,748,250 1772
Other borrowers 3,359,735 34.05
Total expanded portfolio 9,868,277 100.00
Individual
2012
% of
O GI
198,469 2.55
1,216,552 15.60
823,888 10.57
1,584,935 20.33
1,516,952 19.46
2,455,440 31.50
7,796,236 100.00
1) Banco Pine’s total expanded credit portfolio concentration by activity sector:
Agricultural
Housing
Manufacturing
Commerce
Financial intermediation
Other services
Individuals
Total expanded portfolio
271,299
1,519,180
1,095,899
1,874,414
1,751,696
3,418,336
9,930,324
Uy
60,242
662
2,028,622
803,378
122,443
6,446,337
406,593
9,868,277
9) Change in the allowances for loan losses and other loan losses, in accordance with Resolution 2682/99:
Opening balance
Additions/Reversals
Amount written off
Exchange variation (1)
Additions/Reversals
Amount written off
Allowance-FIDC
Exchange variation (1)
Closing balance
(1) Exchange variaion on the allowante for loan losses (PDD) of he overseas branch, classified in the “Other operating expenses” account in the statement of operations.
h) Credit recoveries
LT
2.73 198,469 2.50
15.30 1,216,552 15.31
11.03 830,377 10.45
18.88 1,584,936 19.94
17.54 1,516,952 19.09
34.42 2,600,568 32.72
100.00 7,947,854 100.00
E]
JS 2012
73,210 107,391
662 27,811
2,041,180 1,398,625
805,981 188,500
126,774 99,188
5,773,549 86,475,925 5,925,167
201,172 406.592 201,172
7,796,236 9,930,324 7,947,854
2013 2012
186,652 173,070
98,484 83,305
(107,502) (69,986)
496 263
178,130 186,652
Consolidated
2012
188,254 173,070
96,883 83,305
(107,502) (69,986)
7,513 1,602
496 263
185,644 188,254
For the period ended December 31, 2013, credits previously written off as loss were recovered in an amount of R$ 21,516 (For the year ended December 31, 2012 – R$ 4,009).
i) Renegotiation of contracts
At December 31, 2013, renegotiated contracts totaled R$163,543 (December 31, 2012 – R$ 130,152). The original ratings attributed to these contracts were maintained.
j) Sale or transfer of financial assets
i) Operations with substantial transfer of risks and benefits :
For the period ended December 31, 2013, loans were assigned without coobligation in the amount of R$ 34,922 to parties not related to the Institution (December 31, 2012 – R$ 94,436). These
assignments generated a loss in relation to their face value of R$ 6,805 (December 31, 2012 – R$ 74.156), without discounting the allowance for loan losses in the amount of R$ 6,893
(December 31, 2012 – R$ 70,353). The results of the assignments are recorded in the “Other operating income/expenses” account”. Additionally, contracts previously written off as a loss of R$
37,587 (December 31, 2012 – R$63,841) were assigned. For the period ended December 31, 2013, these assignments generated a gain of R$ 6,850 (December 31, 2012 – R$ 1,062),
recorded in “Loan Operations”.
Page 22
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
Operations with substantial retention of risks and benefits:
As of January 2012, as required by CMN Resolution 3533/08, the accounting records are to be made considering either the retention or not of the risks and benefits in the sale or
transfer of financial assets. For the period ended December 31, 2013 were assigned operations for Pine Agro FIDC in the amount of R$ 377,866, represented by;
co]
EXT ES
Debentures transferred 11,331 11,331
Lending operations assigned – Loans 148,769 148,769
Lending operations assigned – Financing 217,766 217,766
Total 377,866 377,866
8. FOREIGN EXCHANGE PORTFOLIO
a]
Other receivables CATAS
EA
Exchange purchases pending settlement 418,586 513,509 – –
Rights on exchange sales 99,814 54,018 – –
Income receivables 6,729 9,260 – –
Advances in local currency received – (53,991) – –
Exchange sales pending settiement – – 94,959 53,976
Liabilites from exchange purchases – – 391,205 503,436
Advances on foreign exchange contracts – – (891,205) (482,279)
Total 525,129 522,796 94,959 75,133
9. OTHER RECEIVABLES – SUNDRY
a) Other receivables – Sundry
These are comprised as follows:
Advances and salary prepayments 298 – 298 205 – 205
Advances for payments on our behalf 7,159 – 7,159 5,004 – 5,004
Deferred tax assets (Note 9.b) 87,797 74,738 162,535 87,217 55,835 143,052
Debtors for purchase of assets 36,845 96,868 133,713 29,937 84,183 114,120
Income tax available for offset – 54,043 54,043 538 34,733 35,271
Amounts receivable from affiliates 39 – 39 973 – 973
Notes and credits receivable 113,836 30,647 144,483 89,842 30,000 119,842
Sundry debtors – Brazil and abroad 2,997 47 3,044 3,003 – 3.008
Total 248,971 256,343 505,314 216,719 204,751 421,470
Consolidated
Advances and salary prepayments 298 – 298 205 – 205
Advances for payments on our behalf 7,159 – 7,159 5,004 – 5,004
Deferred tax assets (Note 9.b) 87,797 74,742 162,539 87,217 56,099 143,316
Debtors for purchase of assets 36,845 96,868 133,713 29,937 84,183 114,120
Income tax available for offset – 58,418 58,418 856 35,623 36,479
Notes and credits receivable 113,836 30,647 144,483 89,842 30,000 119,842
Sundry debtors – Brazil and Abroad 7,826 48 7.874 6,701 – 6,701
Total 253,761 260,723 514,484 219,762 205,905 425,667
b) Deferred tax assets
At December 31, 2013 and 2012, the deferred tax assets and deferred tax liabilities related to income tax and social contribution were comprised as follows:
Deferred tax assets
Allowance for
loan losses 42,602 25,561 68,163 45,948 27,569 73,517
Adjustment of available-tor-sale securities 5,077 3,046 8,123 214 129 343
Adjustment of trading securities 1,284 7m 2,055 – – –
Credits written off as a loss 25,721 15,433 41,154 14,437 8,662 23,099
Future market – Law 11196 5,711 3,426 9,137 2,715 1,629 4,344
Provision for tax risks and
úcontingent liabilties 3,159 1,896 5,055 12,000 7,199 19,199
Provision for profit sharing 2,875 1,725 4,600 5,191 3,115 8,306
Provision for lawyers’ fees 1,599 959 2,558 2,344 1,406 3,750
Provision for equity accounting loss abroad 5,539 3,323 8,862 2,424 1,455 3,879
Provision – FIDC – – – 401 240 641
Provision for Resolution 3921 3,444 2,066 5,510 1,244 747 1,991
Provision for devaluation of assets – – – 2,489 1,494 3,983
Other provisions 4,574 2,744 7,318 – – –
Total 101,585 60,950 162,535 89,407 53,645
Page 23
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
((n thousands of reais, unless others stated)
Consolidated
Deferred tax assets
Allowance for
loan losses 42,602 25,561 68,163 45,948 27,569 73,517
Adjustment of available-tor-sale securities 5,077 3,046 8,123 214 129 343
Adjustment of trading securities 1,284 7m 2,055 – – –
Credits written off as a loss 25,721 15,433 41,154 14,437 8,662 23,099
Future market – Law 11196 5,711 3,426 9,137 2,715 1,629 4,344
Provision for tax risks and
úcontingentliabi 3,161 1,897 5,058 12,165 7,298 19,463
Provision for profit sharing 2,875 1,725 4,600 5,191 3,115 8,306
Provision for lawyers’ fees 1,599 959 2,558 2,344 1,406 3,750
Provision for equity accounting loss abroad 5,539 3,324 8,863 2,424 1,455 3,879
Provision – FIDC – – – 401 240 641
Provision for Resolution 3921 3,444 2,066 5,510 1,244 747 1,991
Provision for devaluation of assets – – – 2,489 1,494 3,983
Other provisions 4,574 2,744 7.318 – – –
Total 101,587 60,952 162,539 89,572 53,744 143,316
PATATAS
Markcto-market adjustment of derivative
financial instruments 45,740 27.444 73,184 20,308 12,184 32,492
Adjustment of trading securities – – – 11,394 6,836 18,230
Asset adjustment of judicial deposits 649 389 1,038 584 350 934
Income from renegotiation 292 175 467 – – –
Total (Note 15.b) 46,681 28,008 74,689 32,286 19,370 51,656
PATATAS
Markcto-market adjustment of derivative
financial instruments 45,740 27.444 73,184 20,308 12,184 32,492
Adjustment of trading securities – – – 11,394 6,836 18,230
Asset adjustment of judicial deposits 649 389 1,038 602 361 963
Income from renegotiation 292 175 467 – – –
Total (Note 15.b) 46,681 28,008 74,689 32,304 19,381 51,685
Changes in deferred tax assets and deferred tax liabi
Individual Consolidated
Deferred tax assets 2013 2012 EE EA
Opening balance 143,052 141,870 143,316 142,001
Amount recorded 151,383 163,930 151,046 164,425
Amount reversed (131,900) (162,748) (131,823) (163,110)
Closing balance 162,535 143,052 162,539 143,316
Individual Consolidated
Deferred tax assets 2013 EA EE EA
Opening balance 51,656 46,517 51,685 46,540
Amount recorded 86,381 107,362 86,463 107,700
Amount reversed (63,348) (102,223) (63,459) (102,555)
Closing balance 74,689 51,656 74,689 51,685
Projected realization of deferred tax assets and deferred tax liabi
Individual
Deferred tax assets
Up to 1 year 54,874 32,923 87,797 54,874 32,923 87,797
From 1 to 2 years 18,171 10,903 29,074. 18,171 10,903 29,074
From 2 to 3 years 11,693 7,016 18,709 11,693 7,016 18,709
From 3 to 4 years 5,463 3,278 8,741 5,463 3,278 8,741
From 4 to 5 years 4,214 2,529 6,743 4214 2,529 6,743
From 5 to 10 years 7,170 4,301 11,471 7,172 4,303 11,475
Total 101,585 60,950 162,535 101,587 160,952 162,539
Deferred tax assets
Up to 1 year 7,601 4,561 12,162 7,601 4,561 12,162
From 1 to 2 years 7,870 4,722 12,592 7,870 4,722 12,592
From 2 to 3 years 11,835 7,101 18,936 11,835 7,101 18,936
From 3 to 4 years 7,912 4,747 12,659 7,912 4,747 12,659
From 4 to 5 years 2,035 1221 3,256 2,035 1,221 3,256
From 5 to 10 years 9,428 5,656 15,084 9,428 5,656 15,084
Total 46,681 28,008 74,689 46,681 28,008 74,689
Page 24
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(n thousands of reais, unless othermise stated)
10. INVESTMENTS
a) Investments in associated and subsidiary companies
O
Investimentos
iS
Corretora
ES
Securities
Holding – %. 100.000
Number of shares held 5,000
Capital 11,713
Equity 9,047
Net income for period ended (1,412)
Investment amount 9,047
Equity in the results of investee (1,412)
Exchange variation 296
Planejamento
NT
ASA AAN
99.9900 10.000
10,000 10,000
10 60
19,223 a
15,105 (12)
19,221 4
15,104 (m
Pine Ass. em
99.998
892,298,000
13,384
41,765
3,691
41,765
3,691
O
DEA
Pine Comerc. 53
Energia Eletr. Assessoria
100.000 99.998
77,399,000 500,000
1,000 500
4,984 37,995
3,925 2,486
4,984 37,995
3,925 2.486
TS
AS
3
SO
99.998
500,000
500
244
1
244
1
Pine
Corretora
23,794
113,260
23,804
236
Holding – %.
Number of shares held
Capital
Equity
Netincome for period ended
Investment amount
Equity in the results of investee
b) Other Investments
99.900
10,000
10
4,117
4,107
4,117
4,107
99.9998
892,298,000
13,384
38,074
5,774,
38,074
5,774,
99.999
77,399,000
77,400
80,429
(165)
80,429
(165)
99.998
500,000
1
35,009
33,296
35,009
33,296
99.9998
500,000
500
234
(278)
234
(278)
42,841
157,863
42,834
In the consolidated financial statements the Institution has a value of R$ 76,509 which corresponds to investments in land for the development of real estate projects that are registered at IRE
VII Desenvolvimento Imobiliário.
11. PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS
a) Property and equipment in use
Facilities
Fumiture and equipment in use
Communications system
Data processing system
Security system
Airoraft
Transport system
Total
Facilities
Fumiture and equipment in use
Communications system
Data processing system
Security system
Airoraft
Transport system
Total
b) Intangible assets
Annual
CAS
Annual
depreciation – %
10
10
20
10
20
Annual
10,237
2,979
1,436
914
32
24,083
2,675
42,356
24,082
2,185
42,297
PA]
CA
(10,103)
(1,651)
(847)
(876)
e)
(8,211)
(663)
(17,372)
EST
CA
(8,932)
(1,459)
(739)
(849)
(19)
(803)
(530)
(13,331)
Annual
ETA
EA]
Net
amount
1,328
589
38
“
20,872
2,012
24,984
Individual
Net
amount
1,758
1,503
687
72
12
23,279
1,655
28,966
EA]
e
amount
10,596
3,210
1,439
1,176
32
24,083
2,875
43,211
10,590
2,962
1,428
nn]
31
24,082
2,185
42,299
PRA
EAS
(10,177)
(1,701)
(848)
(971)
en
(3,211)
(663)
(17,592)
Annual
COITO)
(8,932)
(1,459)
(739)
(849)
(19)
(803)
(630)
(13,331)
Annual
ETA
4
20,872
2,012
25,619
23,279
1,655
28,968
Expense for acquisition and
development of software
Total
Annual
9,587
9,587
(8,159)
(6,159)
Annual
1,428
1,428
EA]
e
amount
10,288
10,288
(8,625)
(8,625)
Annual
ETA
Expense for acquisition and
development of software
Total
9,450
9,450
(7,397)
(7,397)
Page 25
2,053
2,053
9,915
9,915
(7,862)
(7,862)
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(n thousands of reais, unless othermise stated)
PINE
12. DEPOSITS
a) Analysis by maturity:
AA
PATO TS COTOS
23,332
No stated maturity
Up to 30 days
From 31 to 60 days –
From 61 to 90 days –
From 91 to 180 days –
From 181 to 360 days –
More than 360 days –
Total 23,332
DE]
Loro
No stated maturity 30,134
Up to 30 days –
From 31 to 60 days –
From 61 to 90 days –
From 91 to 180 days –
From 181 to 360 days –
More than 360 days –
Total 30,134
b) Analysis by market segment:
AA
PATO TS COTOS
Manufacturing, commercial and
services 22,924
Related companies 72
Individuals 336
Financial institutions and
investment funds –
Total 23,332
e
TS
Manufacturing, commercial and
services 29,705
Related companies 81
Individuals 348
Financial institutions and
Investment funds –
Total 30,134
13. FUNDS OBTAINED IN THE OPEN MARKET
Own portfolio
National Treasury Bills (LTN)
Federal Treasury Notes (NTN)
Debentures
Other securties abroad
Funds obtained in the open market
Own portfolio
National Treasury Bills (LTN)
Federal Treasury Notes (NTN)
Other securties abroad
Subtotal
Third-party portfolio
Debentures
Subtotal
Funds obtained in the open market
ES
398,939
225,900
236,312
687,228
455,409
1,143,278
3,147,061
ES
ATT deposits
296,206
271,205
416,556
443,007
332,480
1,555,997
3,315,451
ES
897,503
95,566
53,366
2,100,626
3,147,061
ES
COTOS
1,032,986
147,508
16,445
2,118,512
3,315,451
Page 26
EA]
Interbank
10,151
24,480
20,722
3,123
19,370
16,093
93,939
ETA]
Interbank
32,749
40,128
10,282
1,506
24,267
21,221
130,153
EA]
Interbank
89,718
93,939
Individual
Interbank
deposits
9,153
121,000
130,153
A] S AS
pS TOTS LOTO TS
23,260 – –
– 390,667 10,151
– 225,554 24,480
– 233,690 20,722
– 669,634 3,124
– 428,983 15,188
– 1,094,695 16,053
23,260 3,043,223 89,718
A] ES AS
FO rOTO ATEO ATT
30,053 – –
– 289,819 32,749
– 269,568 40,128
– 412,695 10,282
– 441,089 1,506
– 332,261 24,267
– 1,428,511 12,068
30,053 3,167,943 121,000
A] S AS
pS TOTS LOTO TS
22,924 889,231 –
336 53,366 –
– 2,100,626 89,718
23,260 3,043,223 89,718
Demand ra Interbank
deposits OOO COTO
29,705 1,032,986 –
348 16,445 –
– 2,118,512 121,000
30,053 3,167,943 121,000
EA
2013 ETA
201,413 1,674,484
156,794 –
175,263 158,177
14,109 –
547,579 1,832,661
Consolidated
2013 2012
201,413 1,674,484
118,006 –
14,110 –
339,529 1,674,484
175,263 158,177
175,263 158,177
508,792 1,832,661
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
14. INTERBANK ACCOUNTS — LOCAL CORRESPONDENTS
These comprise amounts received in advance related to installments of loan operations assigned with coobligation to be transferred to the assignees on the corresponding due dates, recorded
at the present value of the obligation on the base date, in the amount of R$ 25 at december 31, 2013 (December 31, 2012 – R$ 37 in the Individual and Consolidatea).
15. OTHER LIABILITIES
a) Collection and payment of taxes and similar:
At December 31, 2013, this balance consists of the tax on financial transactions (1OF) payable in the amount of RS 1,663 (December 31, 2012 – R$ 936).
b) Tax and social security contributions
Individual
Taxes and contributions on
third-pany services 156 – 156 177 – 177
Taxes and contributions on salaries 3,233 – 3,233 3,356 – 3,356
Taxes and contributions on income – – – 4,350 – 4,350
Service tax (ISS) 533 – 533 659 – 659
Withholding income tax (IRRF) 3,839 – 3,839 3,848 – 3,848
Social Integration Program (PIS) and Social Contribution on Revenues (COFINS) payable 446 – 446 556 – 556
Provision for deferred income tax (IR) and social contribution (CS) (Note 09) 12,161 62,528 74,689 12,161 62,528 74,689
Provision for tax risks (Note 16 .c e d) – 716 716 – 723 723
Total 20,368 63,244 83,612 25,107 163,251 88,358
Individual
Taxes and contributions on
third-pany services 220 – 220 220 – 220
Taxes and contributions on salaries 2,981 – 2,981 3,106 – 3,106
Income tax 6911 – 691 10,409 – 10,409
ISS 425 – 425 562 – 562
IRRF 2,776 – 2,776 2,783 – 2,783
PIS and COFINS payable 340 – 340 480 – 480
Provision tor IR and CS (Note 09) 16,422 35,234 51,656 16,423 35,262 51,685
Provision for tax risks (Note 16.b) – 42,056 42,056 – 42,591 42,591
Total 30,075 77,290 107,365 33,983 77,853 111,836
e) Sundry
Individual
Provision for personnel expenses 18,809 – 18,809 19,068 – 19.068
Cashiers checks 6,910 – 6,910 6,910 – 6,910
Provision for contingent
liabilties- civil (Note 16.d) – 9,997 9,997 – 9,997 9,997
Provision for contingent
liabilties – labor (Note 16.0) – 1,925 1,925 – 1,925 1,925
Other administrative expenses 2,232 6,394 8,626 3,254 6,394 9,648
Liabilites for sale and transfer of financial assets 317,327 60,538 377,865 – – –
Sundry debtors – Brazil and abroad 680 745 1,425 1,863 745 2,508
Total 345,958 79,599 425,557 31,095 19,061 50,156
Individual
Provision for personnel expenses 27,582 – 27,582 27,829 – 27.829
Cashiers checks 4,916 – 4916 4916 – 4,916
Provision for contingent
liabilties- civil (Note 16.d) – 18,298 18,298 – 18,298 18,298
Provision for contingent
liabilties – labor (Note 16.0) – 4,665 4,665 – 4,665 4,665
Provision for losses – assignment
with coobligation (Note 28.a) – 2 2 – 2 2
Provision – FIDC – 1,602 1,602 – – –
Other administrative expenses 2,768 9,374 12,142 2,830 9,374 12,204
Accounts payable 49 – 49 49 – 49
Sundry creditors – local 846 – 846 881 – 881
Total 36,161 33,941 70,102 36,505 32,339 68,844
Page 27
(A free translation of the original in Portuguese)
PIN
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(n thousands of reais, unless othermise stated)
16. CONTINGENT ASSETS AND LIABILITIES AND LEGAL OBLIGATIONS – TAX AND SOCIAL SECURITY CONTRIBUTIONS
a) Adherence to the program for installment payment and discharging of tax debts (REFIS/Tax Amnesty – Law 12.865/2013)
On December 31, 2013, considering the terms and benefits offered by the tax amnesty program enacted by the Brazilian government, through Law 12865/13, the Institution’s management
reassessed, together with its legal counsel, the convenience of participating in this program. As a result, management decided to withdraw from specific proceedings and to settle immediately
the related contingent amounts.
The proceedings totaled R$ 357 at the Individual and R$ 948 on a Consolidated basis, generating a positive impact on the gross amount of R$ 213 at the Individual, and a negative impact at
the Consolidated of R$ 140, positive impact R$ 64 net of tax at the Individual and a negative impact R$ 279 net of tax at the Consolidated, respectively, and are mainly represented by PIS
process (base year 1996) in Banco Pine, fully provisioned. This process was paid in full with judicial deposit in the amount of R$ 173 and for processes PIS (based year 2007) in the amount of
R$ 10, IRPJ year of 1996 amounting to R$10 and CSLL years 1997/98 amounting to R$ 571. In Pine Investimentos DTVM, had not accrued amounts. These proceedings were partially paid
with judicial deposit in the amount of R$ 138.
b) Contingent assets
There were no contingent assets at December 31, 2013 or 2012.
c) Legal obligations – taxes and social security
These are legal and administrative processes related to tax and social security obligations. The main processes are as follows:
PIS: The Institution and Pine Investimentos sought an injunction designed to render ineffective the wording of Article 3, paragraph 1, of Law 9718/1998, which changed the calculation base of
PIS and COFINS so that all corporate revenues are liable to these contributions. Prior to this rule, suspended in innumerous recent decisions by the Federal Supreme Court, only revenues
derived from services rendered and the sale of merchandise were liable to these contributions. The injunction filed by Banco Pine received a partially favorable judgment and the appeal lodged
by the Federal Government was dismissed. The admissibility of the Special and Extraordinary Appeals filed by the Federal Government was denied and the judgment was made final and
unappealable on September 17, 2013.
In this respect, the Institution will file a request for proof of claim at the Brazilian Federal Revenue authority (RFB), regarding the contributions to PIS which were overpaid during the period from
June 2000 to April 2005, in the historical amount of R$3,522 in the Institution and R$ 3,566 on a Consolidated basis, which adjusted for inflation, based on the variation in the SELIC rate up to
December 31, 2012, totaled R$ 8,336 in the Institution and R$ 8,588 on a Consolidated basis. Based on the final and unappealable judgment and the administrative procedure filed at RFB, a
corresponding tax credit was recognized in “Other receivables – Tax recoverable”, as a counter entry to the “Other operating income” account.
COFINS: In November 2005, the Federal Supreme Court (STF) judged as unconstitutional paragraph 1 of Article 3, of Law 9718/98, which introduced the new calculation basis for COFINS
determination purposes from February 1999, broadening the concept of revenue. Accordingly, the calculation base of COFINS was decreased and gave rise to the unquestionable right to
recover the amount of overpaid tax. The injunction filed against the Federal Government by the Institution claiming the right to offset the refund of the incorrectly paid amount of COFINS against
other current taxes was successful.
In this respect, the Institution will file a request for proof of claim at the Brazilian Federal Revenue authority (RFB), regarding COFINS which was overpaid during the period from June 2000 to
April 2005, in the historical amount of R$ 16.627 in the Individual and R$ 16.820 on a Consolidated basis, which adjusted for inflation, based on the variation in the SELIC rate up to December
31, 2013, totaled R$ 37.744 (December 31, 2012 – R$ 34,490) in the Individual and R$ 38.188 (December 31, 2012 – R$ 34,919) on a Consolidated basis. Based on the final and unappealable
sentence and the administrative procedure filed at the RFB, a corresponding tax credit was recognized in “Other receivables – Tax recoverable”, as a counter entry to the “Other operating
income” account.
Based on the decision of May 21, 2010 which rejected the two extraordinary appeals lodged by the Federal Government, an interlocutory appeal for writ of certiorari on extraordinary appeal was
filed. Upon referral to the Federal Supreme Court, the Chief Justice referred the case records to the Court of origin, on the grounds of Article 543-B of the Code of Civil Procedures, considering
the analysis of the General Repercussion already issued through Special Appeal RE 585235.Subsequently, on May 18, 2011, the interlocutory appeal was dismissed and the Federal
Government filed petitions seeking clarification of the decision, claiming that a material error had occurred in respect of the aforementioned RE and indicating that RE 609096 was correct. The
petitions for clarification were dismissed. Further, as a result of this sentence, a special appeal was lodged for the same purpose. The Deputy Chief Judge of the Regional Federal Court of the
3rd Region received the special appeal as a request for reconsideration and upheld the appealed sentence. Notified of this decision, the Federal Government lodged no further appeal. The final
and unappealable sentence was handed down on October 21, 2011 and certified on November 8, 2011.
The amounts of the legal obligations and respective judicial deposits are presented as follows:
Individual
Provision Ma
Social integration program (PIS) – 32,011 33,007 31,927 – 32,538 33,218 32,452
Social contribution on revenues(COFINS) – – 168,908 160,295 – – 169,862 161,197
Total – 32,011 201,915 192,222 – 32,538 203,080 193,649
d) Contingencies classified as probable are regularly provided for the year ended December 30, 2013 and 2012 are com
Ma
Tax contingencies 716 10,045 1,740 2,076 723 10,053 1.769 2,347
Labor contingencies 1,925 4,665 575 536 1,925 4,665 576 536
Civil contingencies 9,997 18,298 2,385 2,657 9,997 18,298 2,385 2,657
Total 12,638 33,008 4,700 5,269 12,645 33,016 4,729 5,540
e) Activity in liability provisions
Opening balance 42,056 4,665 18,298 65,019 29,197 7,124 16,025 52,346
Amount recorded (reversed) (43,005) (2,939) (9.059) (65,003) 10,991 (2,980) 1,294 9,305
Adjustments 1,665 199 758 2,622 1,868 521 979 3,368
Closing balance 716 1,925 9,997 12,638 42,056 4,665 18,298 65,019
Page 28
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
((n thousands of reais, unless others stated)
Opening balance 42,591
Amount recorded (reversed) (43,557) (2,939) (9,059) (65,555) (2,980) 1,294 9,430
Adjustments 1,689 199 758 2,646 sat 979 3,401
Closing balance 723 1,925 9,997 12,645 42,591 4,665 18,298 65,554
f) We present below the main suits and proceedings for which loss is considered possible:
Labor: At December 31, 2013, and 2012, the Institution had no labor claims classified as possible losses.
Civil: At December 31, 2013, and 2012, the Institution had no civil claims classified as possible losses.
17. BORROWINGS AND ONLENDINGS
a E NES RETO a
ES PS ES 5 years 15 years
Local onlendings – official institutions 61,788 279,262 571,229 112,536 116,293 1,141,108
Foreign onlending transactions 10 2,855 2,835 – – 5,700
Foreign borrowing transactions 425,391 620,396 234,260 – 70,278 1,350,265
Total 487,129 902,513 808,324 112,536 186,571 2,497,073
a From 3to RES From 3 to ES
3 months O O 15 years
Local borrowings – other institutions(1) – – 43,087 413,776 – 456,863
Local onlendings – official institutions 61,788 279,262 571,229 112,536 116,293 1,141,108
Foreign onlending transactions 10 2,855 2,835 – – 5,700
Foreign borrowing transactions 425,331 620,396 234,260 – 70,278 1,350,265
Total 487,129 902,513 851,411 526,312 186,571 2,953,936
E NES RETO a
ES TS 5 years TS
Local onlendings – official institutions 70,958 251,418 330,475 132,022 107,435 892,308
Foreign onlending transactions – 10,236 – – – 10,236
Foreign borrowing transactions 389,617 503,245 – – 61,305 954,167
Total 460,575 764,899 330,475 132,022 168,740 1,856,711
Ya From 3 to RES From 3 to Ea
ES TO IS 15 years
Local borrowings – other institutions(1) – – – 118,735 – 118,735
Local onlendings – official institutions 70,958 251,418 330,475 132,022 107,435 892,308
Foreign onlending transactions – 10,236 – – – 10,236
Foreign borrowing transactions 389,617 503,245 – – 61,305 954,167
Total 460,575 764,899 330,475 250,757 168,740 1,975,446
“1 On December, 2013, A$ 456,863 (A 118,735 on December 91, 2012) refers 6 the amount of shares of FIDG in the amount of AS 43,087 (RS 118.735 on December 31, 2012) and aso to the value of senior shares of FIDC Agro in the amount of RS 419,777.
18. FUNDS FROM ACCEPTANCE AND ISSUANCE OF SECURITIES
a) Funds from exchange acceptances
CENTER]
1d E NES RETO a
ES TS 5 years TS
Real estate letters of credit (LCI) 98,167 172,150 9,969 410 – 280,696
Agríbusiness letters of credit (LCA) 323,626 86,643 27,912 161 – 438,342
Financial bills (LF) – 599,368 115,835 19,678 3,486 738,367
Total 421,793 858,161 153,716 20,249 3,486 1,457,405
CONTE
1d E NES RETO a
ES TS 5 years TS
Real estate letters of credit (LCI) 2,236 9,729 – – – 11,965
Agríbusiness letters of credit (LCA) 285,197 92,171 7,830 – – 385,198
Financial bills (LF) – 1,101 562,941 8,529 1,694 574,265
Total 287,433 103,001 570,771 8,529 1,694 971,428
Page 29
(A free translation of the original in Portuguese)
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Un thousands of reals, unless othernise stated)
b) Securities issued abroad
These are funds obtained through the global fixed-rate note program which, at December 31, 2013, amount to R$ 277,097 (December 31, 2012 – R$312,268), maturing up to 2022 and interest
of up to 8.75% per annum plus LIBOR and exchange variation, and working capital in the amount of R$ 3,197 (December 31, 2012 – R$ 8,367) maturing up to 2014.
We present below an analysis of the tranches and balances adjusted at the balance sheet dates:
co]
1 Interest A)
MEAT A] ES 7
4,091 US$ — 2/0%pa+Libor Jun/2014 3,197 8,367
8,000 US$ 185%pa+ Libor Nov/2014 9,392 16,391
9,394 US$ 220%pa+ Libor Oct/2013 – 19,295
1,044 US$ 87%pa+Libor Jan/2017 2,551 2,226
39,333 US$ 3/0%pa+Libor Jan/2014 7,139 81,616
25,000 US$ 42%pa+Libor Apr/2022 106,021 51,555
73,000 CLP 6/0%pa+Var.UF Dec/2017 151,994 141,185
Total 280,294 320,635
() Current (21,059) (109,159)
259,235 211,476
Total long-term liabi
The Institution has lines with certain multilateral public agencies (IFC – International Finance Corporation and IDB – Inter-American Development Bank) which guarantee the Institution’s loans in
the amount of US$130,000 (R$ 304,538 based on the US dollar ptax rate at December 31, 2013). At December 31, 2013, Banco Pine was using the amount of US$ 66,004 (R$ 154.621 based
on the US dollar exchange rate at December 31, 2013). On October 15, 2013 was settled operation with the FMO-Nederlandse Maatschappij Voor Financierings Ontwi-The Hague.
19. SUBORDINATED DEBT
lual and Consolidated
AS Maturity Amount CE 2013 EXA
Fixed Rate Notes Publio 1/6/2017 US$125.000 8,75% pa 306,900 267,705
Financial Bils Private 12/6/2021 RS45.152 141,45% of CDI 53,311 49,567
Total 360,211 317,272
20. EQUITY
a) Capital
Pursuant to the by-laws, subscribed and paid-up capital totals R$ 1,112,259 and comprises 123,612,756 (December 31, 2012 – 108,852,631) registered shares, of which 65,178,483 are
common shares and 58,434,273 (December 31, 2012 – 50,186,211) are preferred shares with no par value. The Institution is authorized to increase its capital, without the necessity of any
amendment to the by-laws, by up to a further 100,000,000 common or preferred shares, all of which shall be nominative, book-entry and with no par value, by decision of the Board of Directors.
As deliberated at a meeting of the Board of Directors held on October 15, 2013 and ratified by the Central Bank on December 23, 2013, capital was increased from R$ 967,259 to R$
1,112,259, through the incorporation of part of the balance of the legal reserve in the amount of R $ 17,429, and part of the balance of the statutory reserves in the amount of R$ 125,571
amounting to R$ 145,000, through the issuance of 12,770,443 new nominative shares, of which 6,733,594 common shares and 6,036,849 preferred, passing total number from 110,842,313 to
123,612,756 nominative shares, being 65,178,483 common and 58,434,273 preferred shares.
As approved at the Board of Directors held on February 4, 2013 and ratified by the Central Bank on April 19, 2013, capital was increased by R$ 31,576 through the issuance of 2,211,213 new
shares, with 1,887,605 to Societe de Promotion et de Participation Pour La Cooperation Economique SA – PROPARCO (“PROPARCO”) and 323,608 other shareholders, preferred shares, and
the capital stock of R$ 935,683 to R$ 967,259, divided into 11,842,313 nominative shares, with 58,444,889 common shares and 52,397,424 preferred shares, without par value.
As approved at the Board of Directors held on September 25, 2012 and approved by the Central Bank on November 12, 2012, a capital increase of R$ 139,635 was performed 3,220,203 by
issuing 2,100,839 shares to shareholder DEG – Deutsche Investitions – und Entwicklungsgesellschaft Mbh (“DEG”) and 1,119,364 to other shareholders, preferred shares and 6,558,123
common shares to the controlling shareholder, and the capital stock of R$ 796,048 increased to R$ 935,683, divided into 108,631,100 shares, being 58,444,889 common shares and
50,186,211 preferred shares, without par value.
As deliberated at the Extraordinary General Meeting held on December 22, 2011 and ratified by BACEN on February 9, 2012, approval was given for the following: a) a capital increase from
R$466,358 to R$666,358, with no new issue of shares, through the incorporation of a portion of the balance of the reserve of goodwill from the subscription of shares, in the amount of R$
200,000; b) a further capital increase to R$796,048, through the incorporation of a portion of the balance of the legal reserve in the amount of R$16,810 and, a portion of the balance of the
statutory reserve in the amount of R$112,880, with the issue of 12,274,766 new nominative shares, of which 6,442,894 are common shares and 5,831,872 are preferred shares, an increase in
the total number of shares from 86,578,008 to 98,852,774 nominative shares, of which 51,886,766 are common shares and 46,966,008 are preferred shares.
As deliberated at the Extraordinary General Meetings held on September 8 and October 25, 2011 and ratified by BACEN on January 6, 2012, approval was given for the following: a) a capital
increase in the amount of R$43,752 through the issue of 2,543,742 preferred shares, with 2,543,604 to the shareholder DEG – Deutsche Investitions- und Entwicklungsgesellschaft mbH and
138 to other shareholders; b) for all of the Institution’s shareholders registered at September 8, 2011, a period of thirty days to exercise their right of first refusal, beginning on September 9,
2011 and ending on October 10, 2011, inclusive. A number of one hundred and thirty-eight preferred shares of the Institution were subscribed in the total amount of R$3.
b) Capital reserve
The capital reserve, pursuant to the provisions of Law 11638/07, may only be used to (¡) absorb losses which are in excess of retained eamings and the revenue reserves: (
(ii) cancel treasury shares; and (iv) pay dividends on preferred shares provided that they are entitled to this benefit.
increase capital;
Page 30
(A free translation of the original in Portuguese)
PIN
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(n thousands of reais, unless othermise stated)
Cc) Revenue reserve
The Institution’s revenue reserve comprises the legal and statutory reserves. The balance of the revenue reserves may not exceed the Institution’s capital, and any excess must be capitalized
or distributed as dividends. The Institution has no other revenue reserves.
Legal reserve – Pursuant to Law 11638/07 and the by-laws, the Institution must appropriate 5% of its net income for each year to the legal reserve. The legal reserve shall not exceed 20% of
the Institution’s paid-up capital. However, the Institution may choose not to appropriate a portion of its net income to the legal reserve for the year in which the balance of this reserve plus the
capital reserves, exceeds 30% of its capital.
Statutory reserve – Pursuant to Law 11638/07, the by-laws may constitute other reserves, since that determines its purpose, the percentage of net income to be allocated to these reserves and
the maximum amount to be maintained in each statutory reserve. The appropriation of funds to these reserves should not be approved to the detriment of the mandatory dividend. The
Institution recorded a statutory reserve of 100% of its net income, in the amount of R$33,516, after the appropriation of 5% to the legal reserve of R$ 8,080, the deduction of the payment of
interest on own capital of R$ 62,270 and dividends in the amount of R$57,730, to maintain the Institution’s operating margin compatible with its asset transaction.
d) Dividends and interest on own capital
Stockholders are entitled to a minimum dividend of 25% of annual net income, adjusted pursuant to Brazilian corporate legislation, subject to the approval of the General Meeting of
stockholders.
In accordance with the provisions of Law 9249/95, interest on own capital was accrued and declared, calculated based on the variation in the long-term interest rate (TJLP)
for the period.’ | This interest on own capital decreased the expense for income tax and social contribution for period ended December 31, 2013 by R$24,908 (December 31, 2012 – R$24,098).
We present below the dividends and interest on own capital related to income for period ended:
OS OS
PEO OSO aa 1) ENTE) (Net of IR) ETA)
Interest on own capital 12/27/2013 1/13/2014 0.1463 15.936 0.1244 13,546
Interest on own capital 9/30/2013 10/14/2013 0.1436 15,688 0.1221 19,292
Interest on own capital 6/28/2013 7/12/2018 0.1433 15,719 0.1218 13,361
Interest on own capital 3/21/2013 4/10/2013 0.1389 14,977 0.1181 12,730
Dividends 12/27/2013 1/13/2014 0.1291 14,064
Dividends 9/30/2013 10/14/2013 0.1319 14,362
Dividends 6/28/2013 7/12/2018 0.1302 14,281
Dividends 3/21/2013 4/10/2013 0.1393 15,023
In accordance with Letter Circular 3516/11, the proposed additional dividend in excess of the minimum dividend, in the amount of R$ 21,177 (December 31, 2012 – R$18,559) is classified in a
specific equity account.
We present below the reconciliation of dividends and interest on own capital for period ended December 31, 2013 and 2012:
Net income 161,596 187,453
Legal reserve (8,080) (9,873)
Calculation base 153,516 178,080
Interest on own capital 62,270 60,245
Withholding tax – IRRF (15%) (9,341) (9,037)
Prepaid dividends 57,730 39,755
Amount proposed 110,560 90,963
% of calculation base 72.08% 51.08%
e) Treasury shares
At a meeting of the Board of Directors on December 6, 2012, authorization was given for the acquisition of up to 1,219,659 of the Institution’s own preferred shares to be held in treasury for
subsequent sale, as well as the payment of variable remuneration to the Institution’s statutory directors, under the terms of Resolution 3921/11, without decreasing capital. Under this plan,
600,000 shares were repurchased in the amount of R$7,679 at an average cost of 12.80. The authorization will be effective up to December 5, 2013.
During the second half of 2012, the Institution transferred 318,555 of its own shares which were held in treasury, to the statutory directors, as variable remuneration, under the terms of
Resolution 3921/10, in the amount of R$4,517, at the average cost of R$14.18.
At a meeting of the Board of Directors on August 06, 2013, authorization was given for the acquisition of up to 1,942,417 of the Institution’s own preferred shares to be held in treasury for
subsequent sale, as well as the payment of variable remuneration to the Institution’s statutory directors, under the terms of Resolution 3921/10, without decreasing capital. Under this plan,
1,060,200 shares were repurchased in the amount of R$10,297 at an average cost of 9.71. The authorization lasts until August 06, 2014.
At December 31, 2013, 1,918,045 of the Institution’s own preferred shares (December 31, 2012 – R$ 994,840) were held in treasury in the amount of R$22,083. The market value of these
shares corresponded to R$20,197 (December 31, 2012 – R$ 14,923).
1) Carrying value adjustments
Ma]
2012
Available-for-sale financial assets . (643)
Marketable securities (20,308) (843)
Other (7,688) 7
Income tax 11,231 343
Total (16,765) (423)
Page 31
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
21. STATEMENT OF OPERATIONS
a) Loan operations
Consolidated
2013 2012 2013 2012
“Advance to depositors 542 664 542 664
Income from loans 350,291 347,276 365,102 381,753
Income from discounted bills 83 119 83 119
Income from financing 175,239 146,459 174,076 146,459
Income from financing – foreign currency 27,250 18,578 27,250 18,578
Income from credit assignments 990 – 990 –
Total 554,395 513,096 568,043 547,573
b) Results of securi
Individual Consolidated
2013 2012 2013 2012
Income from (expense for) transactions with fixed+income securities (FIDC) 11,218 16,557 – –
Income from transactions with fixed-income securities 333,293 479,636 353,020 486,305
Expense for transactions with fixedxxincome securities (90,447) (3,998) (90,242) (4,284)
Expense for transactions with variable-income securities – (2,197) – (2,197)
Total 254,064 489,998 262,778 479,824
c) Funds obtained in the market
Individual Consolidated
2013 2012 2013 2012
Expenses from interbank depo: 8,654 15,647 8,193 14,423
Expenses from time deposits 287,764 307,280 274,574 297,128
Expenses from purchase and sale commitments 95,123 145,243 104,354 146,314
Expense from (income from) securities issued abroad 110,193 74,317 110,193 74,317
Expenses from contribution to credit guarantee fund 15,751 17,826 15,750 17,826
Expenses from agribusiness letters of credit 21,216 27,374. 21,216 27,374
Expenses from financial bills 65,322 28,880 65,322 28,880
Expenses from real estate letters of credit 8,413 1,138 8,413 1,138
Total 612,436 617,705 608,015 607,400
d) Borrowings and onlendings
EA Consolidated
2013 2012 2013 2012
Expenses from onlendings (BNDES) 38,958 37,893 35,510 37.893
Expenses from foreign onlendings – Resolution 3844 267 3,756 267 3,756
Expenses from payables to foreign bankers 142,578 104,793 145,926 104,793
Expenses from local loans – FIDC – – 19,361 19,410
Expenses from fromeign borrowings 1,890 3,849 1,890 3,849
Total 183,693 150,291 203,054 169,701
€) Income from services rendered
EJ Consolidated
2013 2012 2013 2012
Credit facility fee 29,886 15,642 29,886 15,642
Com of guarantees 41,179 28,866 41,179 28,866
Commission of intermediary services 13,823 5,135 43,681 65,256
Other 33 716 287 3,061
Total 84,921 50,359 115,033 112,825
f) Personnel expenses
EA Consolidated
2013 2012 2013 2012
Salaries 56,766 55,865 60,983 58,099
Benefits 8,684 7,930 9,150 8,125
Social charges 18,967 19,673 19,859 20,504
Directors” fees 1,018 969 1,035 984
Trai 265 480 276 482
Interns 354 544 402 585
Total 86,054 85,461 91,705 88,779
Page 32
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
9) Other administrative expenses
Individual Consolidated
2013 2012 2013 2012
Water, electricity and gas 474 432 491 439
Rents 8,947 8,246 9,291 8,412
Leased assets 997 2,585 997 2,585
Communications 3,501 3,592 3,523 3,603
Charitable contributions 45 90 45 104
Maintenance and repair of assets 2,274 2,222 2,279 2,227
Materials 166 157 166 157
Data processing 7,689 8,230 7,913 8,280
Promotions and public relations 1,371 2,405 1,376 2,413
Publicity and advertising 1,543 2,109 1,593 2,182
Publications 868 909 952 986
Insurance 286 395 286 397
Financial system services 15,627 14,858 16,374 15,237
“Third-party services 3,423 6,613 3,875 7.075
Surveillance and security services 4516 3,274 4,516 3,274
Specialized technical services 14,382 12,016 15,009 12,267
Transportation 1,391 1,592 1,413 1,616
Travel 2,830 3,273 3,091 3,438
Other administrative expenses 16,049 12,898 16,293 12,983
Amortization and depreciation 5,316 4512 5,417 4,590
Total 91,695 90,408 94,900 92,265
h) Tax expenses
Individual Consolidated
2013 2012 2013 2012
Service tax (ISS) 4,611 2,871 6,069 5,994
Social contribution on revenues(COFINS) 3,411 2,297 4,486 4,420
Social integration program (PIS) 4,377 3,338 4,945 3,793
Other 922 2,605 1,145 2,622
Total 13,321 1,11 16,645 16,829
Other operating income
EA Consolidated
2013 2012 2013 2012
Recovery of charges and expenses 1,650 964 1,653 958
Indexation 3,857 2,903 3,825 2,951
Reversal of provision for onlending assignment – 10,903 – 10,903
Reversion of provision finance advisor – 15,178 – 15,178
Adjustment of judicial deposits 9,051 8,793 9,107 8,850
Reversal of provision for labor risks 2.811 1,467 2,841 1,467
Reversal of provision for tax risks 845 1,079 845 1,079
Reversal of provision for civil processes 7,588 – 7.588 –
Reversal of provision for FIDC 1,602 – 1,602 –
Other operating income 6,998 15,131 5,765 3,576
Income from securties and receivables – 1,593 – 1,593
Recovery of proceedings – COFINS 957 1,338 957 1,354
Recovery of expenditure 3,522 – 3,566 –
Recovery of proceedings – Pis (1) 35,163 – 35,764 –
Total 74,044 59,349 73,513
1% Conceming the values ofthe gain due to PIS / COFINS detailed in Note 16.c)
j) Other operating expenses
EA A]
2013 2012 2013 2012
Labor and civil proceedings 373 2,927 403 3,146
Indexation expense 294 424 337 457
Charges on loans assigned 838 2,020 838 2,020
Expenses for assignment (1) 681 74,387 6.811 74,387
Provision for FIDC – 1,602 4,929 1,602
Exchange variation – investment foreign 586 – – –
Other provisions 18,294 – 18,294 –
Other operating expenses 5,311 2,061 5,825 3,512
Total 32,507 83,421 37,437 85,124
Ti ASS EDS (December 31.2012-A5 74.188] comprses ss on loan assigrmentswihcutccobigaion as described in Note 7.)
k) Non-operating income (expense)
For the year ended December 31, 2013, the amount of R$ 9,252 in the Individual and in the Consolidated (December 31, 2012 – R$ 20,045 in the Individual and in the Consolidated)
corresponds mainly to the sale of assets received as payment in kind for the settlement of loan operations.
Page 33
(A free translation of the original in Portuguese)
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Un thousands of reals, unless othemise stated)
22. INCOME TAX AND SOCIAL CONTRIBUTION
Reconciliation of expenses for income tax and social contribution on net income:
ETA]
2012
Income before income tax (IRP4) and social contribution (CSLL)
and less profit sharing. 183,934 235,992 192,613 245,448
Interest on own capital (62,270) (60,245) (62,270) (60,245)
Income before taxes on income 121,664 175,747 130,343 185,203
Current rate 40% 40% 40% 40%
Expected expense for IRPJ and CSLL, based on current tax rate (48,666) (70,299) (52,137) (74,081)
Positive equity income 15,434 20,115 – –
Recipes of the termination interest 11,791 – 11,791 –
Other adjustments (897) 1,645 9,239 16,086
Income Tax and Social Contribution (22,338) (48,539) (31,107) (57,995)
23. RELATED-PARTY TRANSACTIONS
a) Management compensation
In 2012, the Institution approved the new Compensation Plan which addresses the standards and guidelines for the payment of fixed and variable compensation applicable to the members of
the Board of Directors and statutory directors and, at the discretion of the specific committee, other executive officers with important positions and functions, in accordance with the provisions
of Resolution 3921/10, of the National Monetary Council.
The new Plan has the following main objectives: (1) alignment of the Institutior’s executive compensation practices with its risk management policy; (i) prevention of conduct that increases risk
exposure to levels above those considered prudent in the short, medium and long-term strategies adopted by the Institution; (ii) creation of an instrument designed to attract and retain talent for
the Institution’s key positions; and (iv) adaptation of the compensation policy to meet the requirements of Resolution 3921/10.
The compensation defined in the Plan takes the following into consideration: (i) the Institution’s current and potential risks; (i) the Institution’s overall result, in particular, recurring realized
income (net book income for the period adjusted based on unrealized results and excluding the effects of controllable non-recurring events); (ii) capacity to generate cash flows; (iv) the
economic environment in which the Institution operates and its related trends; (v) long-term sustainable financial bases and adjustments to future payments, based on the risks assumed,
fluctuation in capital costs and liquidity projections; (vi) the individual performance of the Directors based on the target agreements entered into by each director as established in the PLR and
filed at the Institution’s head office; (vii) the performance of the business unit; and (vii) the relation between the Directors” individual performance, the business unit performance and the
Institution’s overall performance.
Variable compensation is calculated as follows:
a) up to 50% of the amount established for variable compensation is paid in kind, at the same time as payment of Profit Sharing (PLA).
b) the amount corresponding to 10% of that established for variable compensation will be paid in preferred shares of the Institution at the same time as PLR payment.
c) the amount corresponding to the remaining 40% of variable compensation will be paid in preferred shares of the Institution and will be granted to the employee at the same time as the
payment of the amount in kind. The right to dispose of these shares will be on a “Deferred” basis, increasing as does the Director’s level of responsibility.
The delivery of the shares related to deferred variable compensation attributable to the Directors will only occur if none of the following are verified during the applicable deferral period: (i) a
significant decrease in realized recurring income; loss in the Institution or business unit, or (ii) verification of errors in accounting and/or administrative procedures which affect the results
determined during the vesting period of the right to variable compensation.
The Institution’s Compensation Committee, which was constituted at the general meeting held on January 16, 2012, will be responsible for (i) presenting proposals to the board of directors
regarding the various forms of fixed and variable compensation, as well as benefits and the special recruitment and termination programs; (i) monitoring the implementation and operation of the
Institution’s management compensation policy; (ii) reviewing annually the Institution’s directors’ compensation policy, recommending adjustments or improvements to the board of directors; (iv)
recommending to the board of directors the total amount of the directors’ compensation to be submitted to the general meeting, in accordance with Article 152 of Brazilian Corporation Law; (v)
evaluating future internal and external scenarios and their possible impact on the Institution’s directors’ compensation policy; (vi) analyzing the Institutior’s directors’ compensation policy in
relation to market practices, to identify significant differences as compared to peer companies, proposing necessary adjustments; (vii) ensuring that the directors’ compensation policy is
permanently in line with the risk management policy, the Institution’s current and expected financial position and the provisions of this resolution; and (vii) preparing annually, within a period of
ninety days as from December 31, of each year, a Compensation Committee Report, as required by CMN Resolution 3921/10.
In the period ended December 31, 2013, variable remuneration was determined in the amount of A$24,181, (On December 31, 2012 – R$23,540) in accordance with the criteria defined in the
new plan.
Individual and Consolidated
A 2013 2012
Fixed compensation , 7,841
Variable compensation 24,181 23,540
Shortterm benefits 5.300 2,997
Total 38,647 34,378
Short-term benefits paid to directors mainly comprise salaries and social security contributions, paid leave and sick pay, profit sharing and bonuses (when payable within twelve months
subsequent to the year-end closing) and non-monetary benefits (such as health care and free or subsidized goods or services).
Employment agreement termination
The employment agreements are valid for an indefinite period. Officers are not entitled to any financial compensation when the employment relationship is terminated either voluntarily or due to
the non-fulfillment of his/her obligations. 1f the employment agreement is terminated by the Institution, the officer may receive indemnification. During the period ended December 31, 2013,
compensation in the amount of R$484 (December 31, 2012 – R$1.246) was paid to officers who left the Institution.
Page 34
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BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
PINE
b) Related parties
The related-party transactions mainly with the companies listed in Note 2, are carried out at average amounts, terms and rates practiced in the market, effective on the corresponding dates
with commutative conditions and comprise the following:
CN
EE 2012
Marketable securities (661,192) (592,746) 16,034 16,557
Pine Crédito Privado – FIDO (8,715) 59,731 (837) 16,557
FIP Rio Corporate (97,980) (97,980) 4,816 –
Pine Crédito Privado – FIDC Agro (654,497) (654,497) 12,055 –
150 – – –
27 55 – –
Pine Comercializadora de Energia Elétrica 9 – – –
Pine Corretora 6 8 – –
Pine Assessoria 14 5 – –
Pine Asesoria em Comercializacáo de Energia 9 3 – –
Pine Planejamento Ltda 9 9 – –
IRE VII Desenvolvimento Imobiliário Ltda 3 – – –
Directors and immediate family(1) 73 64 – –
Interbank deposits 4,222 9,152 (460) (1,224)
Pine Investimentos 4,222 9,152 (460) (1,224)
Time deposits 117,155 161,590 (15,095) (10,209)
Pine Investimentos 33,640 26,546 (2,424) (1,602)
Pine Comercializadora de Energia Elétrica 3,883 80,541 (6,830) (7,065)
Pine Corretora 230 220 (19) (45)
Pine Assessoria 38,487 35,421 (2,949) (1,403)
Pine Planejamento Ltda 19,293 4,782 (1,136) (86)
Pine Assesoria em Comercializacáo de Energia 32 – 6) –
IRE VII Desenvolvimento Imobiliário Ltda 8,507 – (661) –
Directors and immediate family(1) 13,083 14,080 (1,073) (58)
Open market funding 214,051 – 4,579 –
Pine Investimentos 175,263 – 6,447 –
Pine Crédito Privado – FIDC Agro 38,788 – (1,352) –
IRE VII Desenvolvimento Imobiliário S/A – – (616) –
(1) These amounts are not consolidated,
c) Capital ownership
The following table presents the direct investment in common and preferred shares, at December 31, 2013 and December 31, 2012, of stockholders with more than five percent of total shares
and of members of the Board of Directors and Executive Board.
A TA Preferred Preferred EJ E
shares shares(%) shares shares (%) shares shares(%)
Individuals 58,444,889 100.00 15,410,863 29.41 73,855,752 166.63
Board of Directors – – 3,243,868 6:19 3,243,868 2.93
Executive Officers – – 3,103,582 5.92 3,103,532 2.80
Total 58,444,889 100.00 21,758,263 41.52 80,203,152 72.36
A Common Preferred Preferred Total E
5 o) shares shares (%) shares shares(%)
Individuals 58,444,889 100.00 15,595,863 31.08 74,040,752 68.16
Board of Directors – – 3,281,010 6.54 3,281,010 3.02
Executive Officers – – 2,635,774 5.25 2,635,774 2.39
Total 58,444,889 100.00 21,512,647 42.87 79,957,536 73.57
24. COMMITMENTS, GUARANTEES AND OTHER INFORMATION
Sureties and guarantees 2,909,197 2,114,296
Credit assignment with coobligation – 334
Letter of credit 51,212 8,814
Total 2,960,409 2,123,444
25. EMPLOYEE BENEFITS
The Institution makes monthly contributions to a private pension company for VGBL and PGBL plans, at the option of the participant, in an amount equivalent to 1% of the employee’s gross
salary, provided that the employee also contributes at least 1% of his/her gross salary, to supplement their social security benefits, as part of a defined contribution plan, and this is the sole
responsibility of the Institution as sponsor.
In the year ended December 31, 2013 the total of this contribution was R$ 383 (R$ 340 for the year ended December 31,2012).
26. PROFIT SHARING PROGRAM
Banco Pine has a profit sharing program (PPLR) ratified by the Bank Employees’ Trade Union.
The general assumptions of this program are: (a) business unit performance; (b) establishment of a fund for distribution across the organization; and (c) assessment of the skills and the
meeting of targets in the supporting areas. The related expenses were recognized in the “Profit sharing” account”.
Page 35
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BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(Un thousands of reals, unless othemise stated)
27. RISK AND CAPITAL MANAGEMENT
a) Introduction and overview
Banco Pine is exposed to risks resulting from the use of financial instruments which are continuously measured and monitored and has an analysis structure made up of a board of directors, a
council and a committee that assess the following risks:
Credit risk
Liquidity risk
Market risk
Operational risk
Risk management framework
The Board of Directors is responsible for identifying and controlling risks; however, there are other independent areas which are also responsible for managing and monitoring risks.
b) Credit risk
Definition
Credit risk is the exposure to loss in the case of total or partial default of customers or counterparties in fulfiling their financial obligations with the Institution. Credit risk management seeks to
support the definition of strategies, in addition to establishing limits, including an analysis of exposure and trends, as well as the effectiveness of the credit policy.
Credit risk management
Duties:
+ Formulate Credit Policies with all of the Institution’s units, including collateral requirements, credit assessment, risk rating and presentation of reports, legal and documentary procedures, as
well as compliance with regulatory and statutory requirements.
+ Establish the structure for approval and renewal of Credit lines. Limits are established and approved by the Credit Committee.
+ Review and assess credit risk. The Credit area evaluates all credit exposure which exceeds established limits, prior to the release of the credit lines to the customers by the related business
unit. Renewals and reviews of credit lines are subject to the same review process.
+ Limit concentration of exposure by counterparties, geographic regions and economic sectors, and by credit rating, market liquidity and country.
+ Develop and maintain the Institutior’s risk classification to categorize exposure according to the degree of risk of financial loss and focus management on inherent risk… The risk classification
system is used to calculate credit exposure. The current risk classification structure includes degrees of credit risk and availability of guarantees or other tools to mitigate credit risk.
+ Offer advice, guidance and specialized techniques to promote credit risk management best practices throughout the Institution.
Credit analysis and granting:
Assess the risks involved in transactions and the customers’ ability to settle their obligations according to the contracted terms,
Credit risk controls and management:
+ Perform preventive monitoring of active customers designed to anticipate default in the portfolio of operations involving credit risk, support decisions and commercial strategies and provide
data that permit the Credit Committee and Executive Board to monitor compliance with Banco Pine’s Strategic Planning.
Special Asset Management (Credit recovery department):
+ The Institution has a specific credit recovery area which is designed to support the areas involved in the collections process, and to identify and resolve potential risks to the Institution,
seeking agile and effective solutions to minimize possible losses, to be a source of information regarding payments which are overdue or which for some reason are no longer certain, and to
promote control over the risks which, pursuant to the policy established by the Institution, are managed by the Special Assets Area.
e) Liquidity risk
Definition
Liquidity risk is associated with possible difficulties the Institution may face in meeting its obligations as they fall due, resulting from its financial liabilities.
Liquidity risk management
Liquidity risk management seeks to protect the Institution from possible market developments that generate liquidity issues. Accordingly, the Institution monitors its portfolios with regards to
maturities, volumes and the liquidity of its assets.
Daily control is carried out through reports in which the following items are monitored:
+ Maturity mismatches between payment and receipt flows Group wide.
xx+ Projection of liquidity stress scenarios defined by the Asset-Liability Committee (ALCO).
This information is checked against the Institution’s cash position each day and assessed each week by ALCO.
Liquidity is managed by the Market, Liquidity and P8L Risk Oversight Board, which reports to the Risk Control Oversight Board.
d) Market risk
i) Definition
Market risks are related to possible monetary losses due to fluctuations in variables that impact market prices and rates. Oscillations of financial variables such as the price of input material and
end products, inflation, interest rates and foreign exchange rates have the potential for causing loss in almost all companies and, therefore, represent financial risk factors.
The Market Risk to which an institution is exposed is mainly due to three factors: a) exposure – amount exposed to risk; b) sensitivity – the impact of price fluctuations; and c) variation – the
magnitude of price variations. We stress that, among these factors, exposure and sensitivity are controllable by the Institution as part of its appetite for risk, while variation is a market
characteristic, and as a result out of the Institutior’s control.
Market risks can be classified under different types, such as interest rate risk, foreign exchange risk, commodities price risk and share price risk. Each type represents the risk of incurring
losses due to oscillations in the variation in the corresponding variable.
ñi) Market risk management
Market risk is managed in a centralized manner by an area that is independent in relation to the trading desk and ¡is chiefly responsible for monitoring and analyzing market risk originating in
positions assumed by the Institution vis-a-vis its appetite for risk as defined by ALCO and approved by the Board of Directors.
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PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(n thousands of reais, unless othermise stated)
Market risk is managed daily by the Market Risk department, which calculates the Value at Risk (VaR) and generates the Duration Gap of Primitive Risk Factor mismatches of assets in the
Institutior’s portfolio.
Amounts are compared daily to the VAR limits, exposure by Primitive Risk and Stop Loss Factors established by ALCO and approved by the Institution’s Board of Directors.
For stress tests, scenarios considering bear and bull markets on the Commodities and Futures Exchange, as well as changes to the interest rate curves, are used. Scenarios generated by
ALCO may also be used.
iii) Methodologies
Fair valut
The purpose of marking to market (Fair Value) is to ensure that the pricing of assets and liabilities in the Institution’s portfolio is as transparent as possible for shareholder protection.
Value at risk (VAR):
VaR measures the worst expected loss in a horizon given by normal market conditions in a given confidence level, that is, VR provides a measure of market risk.
Market risk management uses VaR as a measure of the Group’s potential losses. For the calculations, the parameters used are the horizon of one day and a 99% confidence interval. The
calculation is based on closing market prices, taken from different sources (ANBIMA, BMáFBovespa, and the Brazilian Central Bank, among others).
The VaR analysis is performed by market, vertex and risk factors associated with the interest curve, share prices, foreign exchange and commodities. If the VaR limit is surpassed, an
evaluation of the operations will be performed and those that present more risks will be readjusted by the Treasury in order to reduce risks and seek alignment with the maximum exposure limit.
Market liquidity will be evaluated as these operations are readjusted.
iv)Sensitivity analysis
Pursuant to CVM Instruction 475/08, we present below the sensitivity analysis for all transactions involving financial instruments, which expose the Institution to risks arising from exchange and
interest rate fluctuations or any other types of exposure at December 31, 2013:
Sensitivity analysis
Scenarios
AS TO DON O Remote (M)
Fixed interest rate (PRE) Fixed interest rate variations 346 (36,130) (72,260)
General Market Price index (IGPM) IGPM coupon variations 120 (798) (1,596)
Price index (IPCA) IPCA coupon variations (296) (8,499) (16,997)
Long-term interest rate (TULP) TULP variations (191) 19,120 38,239
US dollar coupon rate Exchange coupon variation (1,584) (2,966) (5,933)
Other currency coupon rates Exchange coupon variation 26 (47) (95)
Offshore rates (LIBOR + other Offshore) Variation in Offshore rates (992) 1,206 2,744
Currencies Change in exchange variation 3 82 164
Total (uncorrelated sum)* (3,605) (71,748) (143,495)
Total (correlated sum)” (2,568) (28,032) (65,734)
*Uncorrelated sum: sum of the results obtained in the worst stress scenarios for each risk factor.
*Correlated sum: the worst result of
ssumof he stress test scenarios of all of the risk factors considering the correlation between them.
E
Scenario comprising the variation in market factors between December 31, 2013 and January 07, 2013 (variation in the fixed rate from 10,58% to 10,54% in a 1-year curve and from 12,63%.
Scenario | – Probable to 12,58% in a 4-year curve, variation in the US dollar from 2.3426 to 2.3634 and in the exchange coupon from 1.13% to 1.41% in a 1 year curve).
Scenario 11 Possible () Scenario comprising a 25% shock to the market interest rate curve amounts (disclosed by BMEF), and to the closing prices (US dollar and equity), as in the following example:
Market rate New market rate
(1 year) Shock (1 year)
10.58% 25% 7I87%
General Market Price index (IGPM) 4.32% 25% 5.40%
Price index (IPCA) 4,22% 25% 5.27%
Long:term interest rate (TJLP) 5.24% -25% 3.93%
US dollar coupon rate 1.13% 25% 1.41%
Other currency coupon rate 1.94% 25% 2.42%
LIBOR – USD 58.00% 25% 73.00%
Currencies 2.3426 25% 2.9283
Scenario N- Remote (*) Scenario comprising a 50% shock to the market interest rate curve values (disclosed by BM8F), and in the closing prices (US dollar and equity), as in the following example:
Market rate New market rate
Curve (1 year) Shock (1 year)
Fixed interest rate (PRE) 10.58% 50% 529%
General Market Price index (IGPM) 4.32% 50% 6.48%
Price index (IPCA) 4.22% 50% 6.32%
Long:term interest rate (TJLP) 5.24% -50% 2.62%
US dollar coupon rate 1.13% 50% 1.69%
Other currency coupon rate 1.94% 50% 2.90%
LIBOR – USD 58.00% 50% 88.00%
Currencies 2.3426 50% 3.5139
*For Soenarios Il and III, the result of the
or low stress scenario was considered to obtain the most significant portfolio losses.
Page 37
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PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(inthousandi of eais, unless otero stated)
e) Capital management
Capital management is an important process used by the Institution to optimize the use of capital and to achieve its strategic objectives. The ongoing enhancement of credit, market, liquidity
and operational risk management and control is essential to providing stability in financial results and to improving capital allocation.
In accordance with BACEN Resolution 3988/11, capital management is defined as an ongoing process for:
Capital monitoring and contro! carried out by the Institution
Assessing the need for capital to face the risks to which the Institution is subject
Planning targets and capital requirements, based on the Institutior’s strategic objectives
Capital policies and strategies are based on a fonward-looking approach, anticipating the need for capital as a result of possible changes in market conditions and are reviewed periodically by
the Executive Board and Board of Directors, to ensure that they are compatible with the Institution’s strategic planning.
Financial institutions are required to permanently maintain their Required Regulatory Capital (PRE) compatible with the risks of their activities. Compliance with the regulatory capital limits is
strictly followed by management and monitored daily by the Risk area.
In March 2013, the Bank has made public the rules relating to the definition of capital and regulatory capital requirements in order to implement the recommendations of the Brazil Committee on
Banking Supervision (Basel III). The main objectives are: (¡) improve the ability of financial institutions to absorb shocks from the financial system or the other sectors of the economy, (ii) reduce
the risk of contagion in the financial sector on the real sector of the economy, (ii) assist the maintaining financial stability, and (iv) promoting sustainable economic growth. The implementation
of the new Basel Ill rules starts from 1st October 2013.
At December 31, 2013, the Institution’s Basel ratio was 14.14 % (December 30, 2012 – 16.19%), calculated based on the consolidated financial statements.
Reference equity (PR) (1) Basel 110% Basel Il
Tier! 1,220,519 1,220,846
Capital 1,220,519 1,220,446
Equity 1,272,408 1,219,946
() Prudential Adjustments (2) (51,889) –
Markto-market adjustments – 500
Tier! 221,841 257,199
Subordinated debt (3) 221,841 257,699
Mark-to-market adjustments. – (500)
Reference equity (PR) 1,442,360 1,477,645
Risk-weighted assets – RWA (4) 10,203,251 9,128,391
Credit risk 9,311,739 8,178,818
Market risk 731,173 868,718
Operational risk 160,339 80,855
14.14% 16.19%
Capital Level 1 11.96% 13.37%
Capital 11.96% 13.37%
Capital Level Il 2.17% 2.82%
“Since October 2013, the reference assets have been determined based on Resolution No. 4.192/13 CMN which provides that the determination is made based on “Consolidated Financial”;
(2) Criteria used, from October 2013, according to Resolution No. 4.192/13 CMN;
(9 Until September 2013, the values were calculated as Resolution No. 3.444/07 of CMN and, as of October 2013, the values were calculated as Resolution No. 4.192/13 CMN, and
14 For purposes of comparability, we adjust the “Allocation of minimum capital requirements” of the previous period, as we began to present the corresponding plots of the “Risk-weighted assets – RWA”.
Banco Pine, pursuant to Circular 3477/09, reports information on a quartenly basis, related to the management of risk and required regulatory capital (PRE). The report containing further details,
structure and methodologies is available on the following website: www.pine.com/ri.
1) Equity to fixed assets ratio
In accordance with BACEN Resolution 2286/96, the equity to fixed assets ratio is limited to 50.0%. At December 31, 2013, the equity to fixed assets ratio was 6,22% (December 31, 2012 –
10.21%).
28. OTHER INFORMATION
a) Provisional Measure 627
Provisional Measure 627 (“MP 627/13”), published on November 11, 2013, changed a number of federal tax rules related to IRPJ, CSLL, PIS and COFINS, including the following (i) revocation
of the Transitional Tax Regime (RTT), introduced by Law 11941, of May 27, 2009, regulating the adjustments required by the new accounting methods and criteria adopted for convergence of
Brazilian and international accounting standards; and (i) taxation of legal entities domiciled in Brazil, related to increases in equity derived from the sharing of profits eamed abroad by subsidiary
and associated companies.
MP 627/13 is currently under analysis by the Brazilian Federal Congress and a significant number of amendments have been proposed. Moreover, the Brazilian Federal Revenue Authority
(RFB) is expected to discipline specific matters introduced by the Provisional Measure, and accordingly, some of its provisions could be changed, excluded or clariied.
Based on its present wording, Management considers that no significant adjustments arising from MP 627/13 are required to be recognized in the financial statements. The general rule
established by MP 627/13 is that it will come into force only on January 1, 2015, unless the taxpayer opts for its early adoption as from January 1, 2014 (the manner in which this option is to be
exercised has not yet been regulated).
Management does not intend to opt for the early adoption of MP 627/13, and will await the definitive regulation of the proposed changes before evaluating their potential future effects.
Page 38
(A free translation of the original in Portuguese)
PINE
BANCO PINE S.A. AND SUBSIDIARIES
NOTES TO THE INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In thousands of reais, unless othernise stated)
b) Insurance
The Institution’s insurance strategy is based mainly on risk concentration and materialty, and policies are contracted at amounts established by Management, considering the nature of its
business and the advice of its insurance brokers. Insurance coverage at December 31, 2013 is as follows:
MS Type of coverage AAA
Directors and Officers Liability (D3:0) Civil liabilty for directors and officers 20,000
Vehicles Fire, robbery and collision for 11 vehicles 2,554
Buildings, machines, furniture and fixtures Any material damage to facilities, machinery and equipment 12,000
Bankers insurance Cash 300
Aircraft insurance Aircraft-part guarantees 624
e) Operating lease
Banco Pine has liabilities generated by operating leases. The amounts corresponding to the commitments for leased equipment are not presented in the balance sheet, since the related lease
agreements do not include a purchase option. The cost of the lease agreements is recognized in the statement of operations in the “Administrative expenses – leased assets” account.
Individual and Consolidated
ES Term 2013 2012
Expense for leased assets
Machinery and equipment leasing 4.03% 2 997 965
Aircraft lease (1) – – – 1,620
Total o 2 997 2,585
(1) In Sepiember 2012, his lease ended.
d) Fair value of financial instruments
In accordance with CVM Instruction 235, we present below a comparison between the carrying amounts of financial assets and liabilities measured at amounts other than fair value and their
corresponding fair values at the end of the first six-month period.
OS Carrying amount
Assets
Shortterm interbank investments(¡) 668,002 668,002
Loan opel 5,655,704 5,550,116
Other receivables(i) 633,829 676,130
Total financial assets 86,957,535 6,894,248
Liabilities
Demand deposits (ii) 23,260 23,260
Interbank deposit (i 89,718 89,718
Time deposits (iv) 3,053,436 3,043,223
Funds from acceptance and issuance of securities (iv) 1,730,879 1,737,699
Borrowings and onlendings (iv) 2,949,538 2,953,996
359,298 360,211
Total financial liabilities 8,206,129 8,208,047
We present below the methods and assumptions used to estimate fair value:
¡) The fair values of the short-term interbank investments substantially approximate their carrying amounts.
ii) The loan operations and other receivables are measured net of the allowance for loan losses. The fair value of these operations represents the discounted value of the expected future cash
flows. The expected cash flows are discounted at current market rates to determine their fair values.
The estimated fair values of the demand and interbank deposit substantially approximate their carrying amounts.
iv) The estimated fair values of the time deposits and other loans which are not quoted in an active market are based on discounted cash flows, using the interest rates for new debts with
similar maturities.
€) Disclosure of other services rendered by the independent auditors
In compliance with CVM Instruction 381, of January 14, 2003, for the period from January to June 2013, no services were contracted from the independent auditor other than those related to
the external audit. Banco Pine’s policy is to limit the services provided by its independent auditor to safeguard the auditors independence and objectivity, in conformity with Brazilian and
international standards.
Page 39
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