Development Bank of Minas Gerais S.A. – BDMG
Transcription
Development Bank of Minas Gerais S.A. – BDMG
77 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com JUCEMG No 785 BOOK No 12 CPF: TRANSLATION No 21 680.029.476-49 PAGES No 077 to 140 I, the undersigned, Thaís Queirós Mattoso Valle, Sworn Public Translator and Commercial Interpreter of English, admitted by the Board of Trade of the State of Minas Gerais, on the 28th day of May, 2009, under number 785, do hereby certify that a document written in Portuguese was presented to me for translation into the English language, which at the request of the interested party I have done, to the best of my knowledge and ability, as follows: ----------------------------------------------------------- Development Bank of Minas Gerais S.A. – BDMG Management’ Report and Interim Financial Statements on 31 March, 2016 and Independent Auditor Report BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 78 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com [logo pwc] Independent auditor’s report on the interim financial statements To the Directors and Shareholders Development Bank of Minas Gerais S.A. – BDMG Introduction We have reviewed the interim financial statements of the Development Bank of Minas Gerais S.A. – BDMG (“Bank”) regarding the quarterly period ended on 31 March, 2016, comprising the balance sheet and the respective income statements, statements of shareholders’ equity and of cash flows for the quarterly period ended on this date, as well as of the summary of the principal accounting policies and further explanatory notes. The management is responsible for the preparation of these interim financial statements in compliance with the accounting principles adopted in Brazil applicable to the institutions authorized to operate by the Central Bank of Brazil. Our responsibility is that of expressing a conclusion on this interim accounting information based on our review. Scope of the review We have conducted our review according to the Brazilian and international standards of review of interim information (NBC TR 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim information consists of making inquiries mainly to the people responsible for the financial and accounting issues and of the analytical procedures and of other review procedures. The scope of a review is significantly more limited than that of an audit conducted according to the audit standards and, BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 79 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com consequently, it has not enabled us to be sure that we learnt about all the material issues which could be identified during an audit. Therefore, we have not presented an audit opinion. 2 PricewaterhouseCoopers, Rua Inconfidentes, 911, 17th and 18th , Belo Horizonte, MG, Brazil 30140-120, PO BOX 289 T: (31) 3269-1500, F: (31)3261-6950 www.pwc.com/br [logo pwc] Development Bank of Minas Gerais S.A. – BDMG Conclusion Based on our review, we have not become aware of any fact which leads us to believe that the interim accounting information contained in the interim financial statements referred to above were not prepared, in all the relevant aspects, in compliance with the accounting principles adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil and presented according to the requirements by the Central Bank of Brazil. Belo Horizonte, 10 May, 2016 [signature] PricewaterhouseCoopers Independent Auditor CRC 2SP000160/O-5 “F”MG [signature] Carlos Augusto da Silva Accountant CRC 1SP197007/O-2 “S”MG BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 80 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com 3 Translator’s Note: The pages of the original document as from the Management Report are numbered from 1 of 58 to 58 of 58 Management Report – January to March 2016 1. The company Established by State Law No. 2607, of 05/Jan/1962, the Development Bank of Minas Gerais S.A. – BDMG is a financial institution for the promotion of sustainable development of Minas Gerais and it integrates the development system of the State, coordinated by the State Department of Economic Development. Its View is “To be recognized as strategic actor in the process of economic and social development of Minas Gerais” and its Mission is “to promote the sustainable and competitive socioeconomic development of Minas Gerais, generating more and better jobs and the reduction of inequalities”. The Strategic Planning for the period 2016-2019 defined a greater intention in the actions, supporting projects which lead to the improvement in the competitiveness of Minas Gerais and in its productive restructuring, a promotion of the environmental sustainability and regional and social development as main guidelines. 2. Operating results The total disbursement in the first quarter of 2016 amounted to 254.3 million BRL, of which 73% represent pass-through operations (185 million BRL of disbursement, divided in BNDES pass-through operations, with 141 million BRL, other pass-through operations, like FINEP, FAPEMIG, FUNCAFÉ). The operations of their own funds represented 27% of the total (70 million BRL). The portfolio of active clients had an increase of 6% in relation to the first quarter of 2015, reaching 23,678 clients, present in 89% of the municipalities in Minas Gerais (766 out of 853). In terms of sector division, Trade and Services was the sector which registered the largest participation, with 130 million BRL (51% of the total), followed by the sectors of Industry of BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 81 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Transformation, with 63 million BRL (25%), Industrial Public Utility Services (30 million BRL, or 12%), Construction (25 million BRL, or 10%), Agriculture and Livestock Farming (6 million BRL, or 2%). Considering the disbursement regarding the size of the company, the large and medium size companies account for 68% of the total, while the microenterprises and small size companies represent 22%. The loans to the public sector represented 10% of the disbursement in the first quarter of 2016 and 0.3% were allocated to contribution in funds. In terms of territorial division, the regions which presented growth in the disbursement in relation to the 1st quarter of the previous year were the Southwest (49%), Metropolitan (20%), Caparaó (16%) and Northwest (12%). 3. Interim Financial Statements In March 2016, the net equity of the Bank amounts to 1,692 million BRL representing a growth of 0.2% in relation to the balance of 1,689 million BRL recorded in the December 2015 balance sheet. The Bank’s credit operations portfolio reduced 0.9%, moving from 5,893 million BRL, on 31 December, 2015, to 5,840 million BRL on 31 March, 2016. The provision net portfolio moved, in the same period, from 5,504 million BRL to 5,432 million BRL. BDMG risk rates were downgraded, in February 2016, by the risk rating agencies Standard & Poor’s and Moodys. The effect resulting from these downgrades are in the Interim Financial Statements of 31 March 2016, in the Explanatory Note 13 – Obligations due to loans and passthrough operations (a) Abroad. BDMG has securities recorded under “held to maturity date”, in the amount of 130 million BRL and for which Management, in compliance with the Circular 3068/2001, declares having financial capacity to hold them in portfolio to maturity. 4. Performance highlights In the first quarter of 2016, aligned with the strategic planning guidelines, BDMG released new finance facilities, changed existing products, established partnerships, expanded its performance by means of structured operations and innovation. BDMG began to make the funds from BNDES PER – Emergency Program of Reconstruction of Municipalities Affected by Natural Disasters (January/2016) available. The purpose of the program is to support the resuming of economic activities in municipalities affected by natural disasters, by means of financing working capital and fixed capital for companies and cooperatives, established in these places, with annual turnover of up to 90 million BRL. We can highlight the creation of the Program for Financing Philanthropic Hospitals (March/2016), which aims to promote the financial restructuring of hospitals and the funds, by means of pass-through operations from BNDES, must be used for the payment of bank debts of the health units. In total, 100 million BRL will be allocated to the philanthropic hospitals in BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 82 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Minas Gerais that provide service through the Single Health System (SUS), that have over 100 beds and have gross annual revenue over 10 million BRL. Also in March/2016, Geraminas Social was launched offering credit in more attractive conditions for companies in cities with Municipal Human Development Rate (IDHM) less than the average IDH-M of municipalities in the State (0.667). In total, the companies located in 406 cities will have access to finance facility, which will have own funds from the Bank. This initiative aims to contribute to reduction of regional inequalities. Companies located in the 35 municipalities most impacted by the dam rupture disaster in Mariana obtained longer term to request finance from BDMG. Initially foreseen to end on 29 February, the credit facility of the Program of Socioeconomic Restructuring of the Rio Doce Water Basin was postponed to 30 April. 20 million BRL are available for the private sector. The news is that branches of companies located in this region, but with main office in other municipalities, will have access to the financing. In order to support innovation, BDMG takes part as member of the fund Criatec 3, created by BNDES in February and designated for investments in innovative companies. The fund has equity of 200 million BRL. In August 2015, in partnership with the State Government, they launched a bid notice in the amount of 200 million BRL for financing investment projects and acquisition of equipment by the municipal public administration in Minas Gerais, prioritizing those with smaller IDHM. At the end of March/2016, the first lot of funds was released in the amount of 50.9 million BRL to 57 municipalities. 5. Acknowledgement BDMG management thanks the support of all those who contributed to results obtained in the first quarter of 2016 and, specially to the Minas Gerais society, which is the reason for all the efforts made by the Bank in favor of the sustainable socioeconomic development of Minas Gerais. BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 83 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com DEVELOPMENT BANK OF MINAS GERAIS S.A. – BDMG] on the top part of the pages of the document from 3 of 58 to 58 of 58. Balance Sheet In thousands of BRL Balance on Balance on 31/03/2016 31/03/2015 1,855,725 1,839,947 3,760 4,817 377,533 351,063 377,533 351,063 Assets Current Cash and cash equivalents (Note 4) Liquidity interbank investments (Note 5) Investments in open market Investments in interbank deposits (Allowance for losses) Bonds and securities and derivative financial instruments (Note 6-7) 11,727 11,727 (11,727) (11,727) 58,805 54,179 Own portfolio 46,568 44,575 Derivative financial instruments (Note 7) 12,237 9,604 1,334,923 1,332,247 1,578,734 1,555,515 Credit operations (Note 8) Credit operations Public sector Private sector (Allowance for doubtful receivables) Other credits (Note 9) 154,975 154,281 1,423,759 1,401,234 (243,811) (223,268) 80,486 97,455 Accounts receivable Other 1,554 1,954 78,932 95,502 (Allowance Other Doubtful Receivables) (1) Other values and assets(Note 10) 218 Other values and assets 218 186 186 Noncurrent 5,416,697 5,460,704 Long-term receivables 5,307,556 5,351,761 BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 84 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Bonds and securities and derivative financial instruments (Note 6-7) Own portfolio 763,43 768,814 648,374 607,060 Subject to Guarantees 6,728 Derivative Financial instruments (Note 7) Credit operations (Note 8) Credit operations Public sector 108,328 161,754 4,095,755 4,170,070 4,259,684 4,335,924 643,822 649,945 Private sector 3,615,862 3,685,979 (Allowance for doubtful receivables) (163,929) (165,854) Other credits (Note 9) 406,365 392,771 Accounts receivable 1,383 1,843 Specific credits 1,183 1,183 Other 416,101 402,047 (Allowance for doubtful receivables) (12,302) (12,302) 42,006 20,106 Other values and assets (Note 10) Other values and assets 44,081 22,180 (Allowance for devaluations) (2,075) (2,074) 109,141 108,943 78,69 78,683 79,527 79,52 Permanent (Note 11) Investments Other investments (Allowance for losses) (837) (837) Fixed assets 21,492 21,958 Real estate 43,788 43,787 Other fixed assets 12,787 12,908 (35,083) (34,737) (Accrued depreciations) Intangible Intangible assets (Accrued amortizations) 8,959 8,302 13,93 12,729 (4,971 (4,427 Deferred Organization and expansion expenses (Accrued amortizations) Total assets 1,610 1,610 (1,610) (1,610) 7,272,422 7,300,651 Balance on Balance on 31/03/2016 31/03/2015 1,397,961 1,047,417 Balance Sheet In thousands of BRL Liabilities Current BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 85 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Deposits (Note 12 (a)) 100,686 137,501 Interbank deposits 100,686 137,501 363,395 110,035 363,395 110,035 176,276 76,722 Funds from acceptance and issue of securities (Note 12(b)) Funds from financial drafts Obligations by loan (Note 13 (a)) Loans abroad Obligations by pass-throughs of the country – Official Instit (Note 13(b)) 176,276 76,722 676,474 654,307 1,955 1,814 BNDES National Treasury 366,333 355,446 FINAME 248,337 240,414 59,849 56,633 81,130 68,852 205 995 12,684 29,158 Other institutions Other obligations (Note 14) Collection and receipts of taxes and alike Tax and social security Financial and development funds Sundry Long-term liabilities Funds from acceptance and issue of securities (Note 12(b)) Funds from financial drafts Obligations by loan (Note 13 (a)) Loans abroad Obligations due to pass-through operations in the country – Official Instit (Note 13(b)) National Treasury 1,263 1,222 66,978 37,477 4,170,197 4,551,599 325,494 571,883 325,494 571,883 579,856 751,341 579,856 751,341 2,777,968 2,780,149 10,819 10,694 BNDES 1,479,706 1,463,319 FINAME 1,228,987 1,246,570 58,456 59,566 Other institutions Derivative Financial instruments Derivative Financial instruments (Note 7) 19,140 19,140 Other obligations (Note 14) 467,739 448,226 Tax and social security 185,192 175,864 Financial and development funds Sundry Unearned revenues (Note 15) Unearned revenues Net equity (Note 16) 15,975 12,617 266,572 259,745 12,214 12,939 12,214 12,939 1,692,050 1,688,696 1,793,685 1,793,685 Capital: Capital of domiciled in the country Appropriated retained earnings Equity valuation adjustments 14,512 14,512 (116,346) (119,501) Accumulated profits 199 Total Liabilities BOOK No.12 7,272,422 TRANSLATION No.21 PAGES 077 a 140 7,300,651 86 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com The explanatory notes are integrating part of the quarterly financial information Income statement In thousands of BRL, except when otherwise indicated Balance on Balance on 31/03/2016 31/03/2015 (Restated) Earnings of financial intermediation 132,738 257,225 174,677 154,472 36,764 26,025 (78,553) 60,266 Income of exchange operations (150) 16,462 Financial intermediation expenses (166,389) (213,848) Credit operations Income of operations with bonds and securities (Note 20) Income with Derivative Financial Instruments (Note 20) Operations of fund raising in the market (Note 21) (29,971) (28,216) Operations of loans and pass-throughs (Note 21) (92,948) (159,899) Allowance for doubtful receivables (Note 8 (d)) (43,470) (25,733) (33,651) 43,377 40,900 (21,364) Gross income of financial intermediation Other earnings / operating expenses Earnings of service rendering 8,752 8,553 (25,963) (23,445) Other administrative expenses (Note 22(a)) (7,554) (9,069) Tax expenses (Note 22 (b)) (6,036) (5,311) Personnel expenses Other operating revenues (Note 22 (c)) 100,906 23,877 Other operating expenses (Note 22 (d)) (29,205) (15,969) 7,249 22,013 52 (683) 7,301 21,330 Operating income Non-operating income Earnings before tax on profit and interest Income tax and social contribution (Note 23) (7,102) (8,127) Allowance for income tax (3,577) (27,109) Allowance for social contribution (2,926) (16,507) (599) 35,489 - (1,083) - (1,083) 199 12,120 Deferred tax asset Profit sharing according to Articles of Incorporation Employees’ profit sharing Net income BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 87 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Profit per share (lot of 1000 shares) BRL 0.00003 0.000199 The explanatory notes are integrating part of the quarterly financial information Statement of changes in the net equity In thousands of BRL____________________________________________________________________ Statement of changes in the net equity In thousands of BRL Capital On 31 December 2014 Revenue Equity Other Equity Capital reserves Valuation Valuation increase Legal Other Adjustment Adjustment 1,771,693 Ratification of capital increase 3,530 3,53 38,021 18,462 (10,256) Retained Earnings Total (112,374) 1,709,076 3,530 Equity valuation adjustment (1,578) (1,578) Allocations Reserves 1,164 22,122 23,286 Quarterly earnings 12,120 On 31 December 2015 (Restated) 1,775,223 39,185 On 31 December 2015 1,793,685 14,512 40,584 Equity valuation adjustment 12,120 (11,834) (112,374) 12,12 1,742,904 (14,337) (105,164) 1,688,696 3,155 3,155 Quarterly earnings 199 On 31 December 2016 1,793,685 14,512 (11,182) (105,164) 199 199 1,692,050 The explanatory notes are integrating part of the quarterly financial information Balance on Cash flow of operating activities 31/03/2016 Balance on 31/03/2015 (Restated) 7,301 21,330 Earnings before interest and taxes Adjustments of: Depreciations and amortizations 956 941 Allowances and net liabilities 13,247 7,320 Allowances for doubtful receivables net of reversals 43,470 25,733 57 264 Allowances (reversals) for losses BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 88 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Appropriation of deferred income (4,078) (2,476) Gains and losses due to exchange, net (70,545) 68,878 Operating recoveries of credits recorded as loss (10,737) (2,057) (6,977) (4,017) Revenues of inflation adjustment of long-term credit operations Equity method income (8) 278 (3,979) (18,129) (18,790) (19,410) (6,046) (1,895) (56,129) 76,760 Reduction (increase) of derivatives 74,829 (149,092) Increase of credit operations 45,883 161,165 Market value adjustment of derivative instruments and hedging Gain (Loss) in available-for-sale financial assets Gain (Loss) in held-to-maturity financial assets Adjusted net income (profit or loss) Reduction of other credits and other values and assets (22,300) Reduction (Increase) of interbank deposits (1,615) (36,815) 43,676 Fund raising by means of financial bills 6,971 11,844 17,833 33,215 Increase of unearned income 3,354 2,027 Reduction of other obligations 29,252 394 Variation of assets and obligations 119,007 101,614 62,878 178,374 (16,409) (27,112) 46,469 151,262 Increase of obligations due to loans and pass-through operations Cash generated in the operations Income tax and social contribution paid Net cash generated by operating activities Cash flow of investment activities Acquisition of permanent assets (Translator’s Note: Permanent assets encompass: investments, fixed assets and deferred charges) Acquisition of available-for-sale financial assets (1,148) (647) (31,344) (82,139) Collection of available-for-sale financial assets 8,573 Acquisition held-to-maturity of financial assets Collection of held-to-maturity financial assets Net cash (invested in) in investment activities 28,074 (30,241) 3,013 25,320 (20,906) (59,633) 25,563 91,629 355,880 231,162 (150) 16,462 381,293 339,253 Net cash used in financial activities Increase (reduction) of cash and cash equivalents, net Cash and cash equivalents at the beginning of the period Gains (losses) due to exchange on cash Cash and cash equivalents at the end of the period BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 89 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com The explanatory notes are integrating part of the quarterly financial information [Explanatory notes regarding the interim financial statements on 31 March 2016 In thousands of BRL, except when otherwise indicated] on the top part of pages 8 of 58 to 57 of 58 of the document 1. General information The Development Bank of Minas Gerais – BDMG, a closely held corporation, is public company controlled by the State of Minas Gerais and governed by the legislation of the corporations, by the pertinent regulation of the National (Brazilian) Financial System and by the applicable legislation established by the Government of the State of Minas Gerais. The activities of BDMG, the basis of its purpose, are associated to the economic and social development of the State of Minas Gerais. Within this focus, it performs activities related to banks of development under the rules established by the National (Brazilian) Monetary Council and acts as financial agent of funds constituted by the State in order to fund programs and projects which promote the development of Minas Gerais. BDMG is also a financial agent and/or manager of other funds which do not belong to the State which, in view of financing projects located in Minas Gerais, promote its development. The Bank also renders technical consulting and assistance to the Direct and Indirect Administration of the State and, it creates opportunities for the implementation / expansion of companies of relevant interest for the development of the State of Minas Gerais by means of investments in these companies through its wholly-owned subsidiary BDMGTEC PARTICIPAÇÃO S.A., established in 2012. The issue of the current financial statements was authorized by the Bank’s Management on 10 May 2016. 2. Summary of the main accounting policies The financial statements were prepared according to the accounting principles adopted in Brazil, which consider the accounting guidelines established by Law No. 6404/1976 and the alterations introduced by Laws No. 11638/2007 and Law No. 11941/2009, for the accounting of the operations, associated to the rules and instructions of the National Monetary Council (CMN) and of the Central Bank of Brazil (Bacen), and they make evident all the standard relevant information of financial statements, and only they, which are in compliance with the ones used by the Management in its administration. The Committee of Accounting Pronouncements – CPC issued pronouncements related to the process of international accounting convergence, however not all of them were confirmed by the Central Bank of Brazil (Bacen). Thus, the institution, in the preparation of the financial statements, adopted the following pronouncements confirmed by the Bacen, until 31/03/2016: Resolution CMN No. 3566/2008 – CPC 01 (R1) – Reduction in the Recoverable Value of Assets Resolution CMN No. 3604/2008 – CPC 03 (R2) – Cash Flow Statements BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 90 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Resolution CMN No. 3750/2012 – CPC 05 (R1) – Disclosure on Related Parties Resolution CMN No. 4007/2011 – CPC 23 - Accounting Policies, Changes in Estimates and Correction of errors Resolution CMN No. 3973/2011 – CPC 24 – Subsequent Event Resolution CMN No. 3823/2012 – CPC 25 – Provisions, Contingent Liabilities and Contingent Assets Resolution CMN No. 4144/2012 – CPC 00 (R1) – Basic Conceptual Pronouncement Resolution CMN No. 4424/2015 – CPC 33 (R1) – Benefits to Employees 2.1 Basis for preparation The preparation of financial statements require the use of certain critical accounting estimates and also the exercise of judgment by the management of BDMG. 2.2 Foreign Currency Translation (a) Functional currency and presentation currency The items included in BDMG’s financial statements are measured using the currency of the main economic environment in which the company performs (“functional currency”). The financial statements are presented in BRL, which is the functional and presentation currency of the Bank (b) Transactions and balances The operations with foreign currencies are translated to the functional currency using the exchange rates in force on the dates of the transactions or on the dates of assessment, when the items are recalculated. The gains and losses regarding the exchange resulting from the settlement of these transactions and from the translation using the exchange rates of the end of the period, regarding the monetary assets and liabilities in foreign currencies, are recorded in the income statement of the period. The gains and losses regarding the exchange related to loans, cash and cash equivalents are recorded in the income statement of the period, as sub-item of the financial intermediation income, except the debit balances resulting from the exchange rate change of credit operations which are reclassified as other operating expenses and the credit balances resulting from the exchange rate change of expenses with fund raising and obligations due to loans and passthroughs which are reclassified as other operating revenues. The criterion for translation of asset and liability balances of the operations in foreign currencies consists of the translation of these amounts to the national currency (BRL) at the exchange rate in force on the date of the end of the period. On 31 March, 2016, the exchange rate applicable is: 1.00 USD = 3.5589 BRL (31/12/2015 – 1.00 USD = 3.9048) and 1.00 EUR = 4.0539 BRL (31/12/2015 - 1.00 EUR = 4.2504 BRL). BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 91 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com 2.3 Cash and cash equivalents Cash and cash equivalents, according to Resolution CMN No. 3604/2008, include cash in hand, bank deposits in Brazil and abroad, short term high liquidity investments, with insignificant risk of change in value and limits, with maturity period equal or less than 90 days, on the date of the acquisition, which are used by the Bank for managing its short term obligations (Note 4). 2.4 Interbank investments with liquidity The repos (repurchase agreements) executed with free transaction agreements are adjusted by market value. The other assets are recorded at acquisition cost, plus the earnings assessed until the date of the balance sheet, deducing the allowance for devaluation, when applicable. 2.5 Bonds and securities In compliance with the Circular BACEN No. 3068/2001 and complementary regulations, the bonds and securities, according to the intention of negotiation of the Management, are recorded in the following categories, which follow the following accounting criteria: (i) Bonds for negotiation – include bonds and securities acquired with the aim of being frequently negotiated and in an active manner, recorded at market value, and the gains and the losses regarding these bonds, realized and unrealized, are recorded directly in the result of the period. (ii) Available- for-sale securities – include bonds and securities used as part of the strategy for the management of the cash flow. These bonds are recorded at market value, and their intrinsic earnings (yield curve of the bond) recorded in the result and the gains and the losses resulting from the market value variations, still unrealized, are recorded in the account Equity Valuation Adjustment in the group Net Equity, net of the corresponding tax effects. The gains and the losses, when realized, are recorded in the result by means of specific identification on the date of the negotiation, the net equity corresponding entry, net of the corresponding tax effects. (iii) Held-to-maturity bonds– include bonds and securities for which the Management have the intention and the financial capacity to hold them to maturity, and they are recorded as acquisition cost, plus intrinsic earnings which are recorded in the result. The financial capacity is defined in cash flow forecasting, disregarding the possibility of anticipated redemption of these securities. The reduction in the market value of these bonds and securities available- forsale and held to maturity, below their respective costs, related to reasons regarded not temporary, are recorded in the result as realized losses. The management establishes guidelines for the classification of Bonds and Securities among the categories set forth in the Circular BACEN No 3068/2001. The classifications of the existing bonds in the portfolio, as well as the ones acquired in the period, are periodically and systematically assessed according to such guidelines. According to what is established in article 5 of the referred to circular, the reassessment regarding classification of bonds and securities may only be performed at the time of the six month period trial balances. Additionally, in case of BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 92 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com transfer of the category “held-to-maturity” for the others, can only occur due to specific, not usual, not recurring and not foreseen reason, and which occurred after the date of the classification. 2.6 Derivative Financial Instruments According to the Circular BACEN No 3082/2002 and subsequent regulations, the derivative financial instruments are classified for hedge purposes or not, according to the Management’s intent. BDMG, as from October, 2013, began to operate with derivative financial instruments of the swap modality aiming at mitigating the risks resulting from the fluctuation of the values of the foreign currencies and of the interest rates incurred on the funds of the financing agreed upon abroad. The derivatives are recorded at fair value and, as presented in Note 7, they are registered as assets, when positive and, as liabilities when negative and the variations in the fair value are recorded in the income statement. On 31 March 2016, according to Note 6, the hedge operations performed are recorded by the hedge accounting methodology, classified as hedge against market risk, according to the criteria defined in the Circular BACEN No 3082/2002. According to this rule, the hedge instruments and the corresponding hedge items are adjusted at market value and on the corresponding entry the revenues or expenses recorded in the result of the period. The managing and following up of the risk of the operations with derivative financial instruments are in compliance with the Bank’s policies and strategies. 2.7 Credit operations and allowance for doubtful receivables The credit operations are recorded by the realizable values, including, when applicable, the earnings obtained, in a “pro-rata” daily basis, based on the variation of the index and the interest rate agreed upon. The accrual of the operations overdue by the 59 th day of delay in payment is recorded under revenues, and as from the 60th day, it is not appropriated, and its recording in the result occurs upon the effective receipt of the installments, according to what is set forth in article 9 of Resolution CMN No 2682/1999. The renegotiated operations are held, at least, in the same level of risk in which they were classified previous to the renegotiation. However, when relevant facts occur and which justify the change in the risk level the renegotiated operation is reclassified to a category of less risk. The credit operations already written off against the provision and recorded in memorandum accounts, when renegotiated, they are classified in risk level “H”, and they can be reclassified, later, in view of relevant fact, in a category of less risk. The eventual gains resulting from the renegotiation are only recorded as revenue when they are effectively received. The allowance for doubtful receivables is established by complying with the provisions of Resolution CMN No 2682/1999, and it is based on the analysis of the outstanding balance of the operations, on the guarantees, on the history of losses and on the risks of the portfolio, except BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 93 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com for rural credit operations renegotiated under Resolution 2471/1998 of CMN regarding the operations of PESA (Special Plan of Asset Restructuring). For these operations, which have the principal value guaranteed by the National Treasury bonds, a supplementary allowance is constituted as commented in Note 8 (c). 2.8 Credit assignment The accounting practices set forth by the Central Bank of Brazil until 31 December, 2011 established that the credits assigned to other financial institutions or funds, with or without coobligation, should be written off from the portfolio at the moment of the sale, recording immediately the gains in the income, and the operations assigned with co-obligations should be recorded in set off accounts. As from the 1 January, 2012, Resolution CMN No 3533/2008 started to be in force (postponed by Resolutions CMN No 3673/2008 and 3895/2010) which changed the register of credit assignment operations, realizable as from 2012, establishing procedures for the classification and disclosure of the operations of sales or of transfer of financial assets. According to this new rule, the maintenance or the writing off of the financial asset is related to the substantial retention of risks and benefits of the operation. For the balances assigned before 1 January 2012 there was no retroactive change in the criteria for the accounting record of the credit assignments. BDMG has not performed credit assignments as from 2012, therefore, these regulatory changes have not caused impacts in its statements. 2.9 Other current assets and long-term receivables These assets are presented by their realizable values, including, when applicable, the earnings obtained, in a “pro-rata” daily basis, deduced from the corresponding income to be appropriated. 2.10 Investments The investment in the subsidiary is assessed by the equity method (Note 11 (a)). The other investments are recorded by cost value and are adjusted at market value by establishing allowance for effective loss. 2.11 Fixed and intangible assets The goods which form the fixed assets, except those acquired before 1995, which were adjusted for inflation according to regulation in force at the time, and the intangible assets are presented at acquisition cost, net of the respective accrued depreciations and amortizations and adjusted by impairment at recoverable amount, in case the test annually performed indicates that these assets are recorded at an amount above its recoverable amount. BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 94 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com The depreciation and amortization of these assets are calculated by using the straight line method taking into consideration their cost and their residual values during the estimated useful life, as follows: Real estate Facilities, chattel and equipment Data processing system Other Software ______Years 20 10 5 10 5 The accounting value of an asset is immediately written off from its recoverable amount when the accounting value of the asset is greater than its estimated recoverable amount (Note 11 (b)). The gains and losses of the dispositions are determined by the comparison of the results with its accounting value and they are recorded in “Non-operating result” in the income statement. 2.12 Impairment of non financial assets Losses are recorded in the result of the period in case there is evidence that the assets were assessed by the non recoverable amount. This procedure is performed annually. 2.13 Current and non-current liabilities They are recorded by the values obtained and calculated, including, when applicable, the charges incurred on “pro-rata” daily basis, deduced from the corresponding expenses to be appropriated. 2.14 Contingent assets and liabilities and legal – tax and social security obligations They are assessed, recorded and disclosed according to the determinations set forth in Resolution No 3823 of 16/12/2012, of CMN and Circular No 3429, of 11/02/2010 of Bacen and they comply with the Technical Pronouncement CPC 25, issued by the Committee of Accounting Pronouncements (CPC). Contingent Assets – are not recorded in the accounting, except when the Management has total control of the situation or when there are security interests or favorable rulings, on which there are no more possibilities of appeals, characterizing the gain as practically certain and by the confirmation of its recovery by receiving or off setting with other payables. Contingent Liabilities – are recorded in the financial statements when, based on the opinion of legal counsels and of the Management, the nature of the actions, the similarity of the previous lawsuits, the precedents rendered by the Courts, the risk of losing a judicial or administrative suit is probable, with the possibility of no appeals for the settlement of the obligations and when the amounts involved are measurable with enough certainty. The contingent liabilities classified as possible losses are not recorded in the accounting, and they are disclosed in the explanatory BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 95 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com notes when they are individually relevant and provisions are not created and are not disclosed for contingent liabilities classified as remote (Note 14). Legal Obligations – Tax and Social Security – are a result from lawsuits related to tax obligations, whose object of the answer is the legality or the constitutionality and, regardless of assessment about the probability of success, the amounts are fully recorded in the financial statements (Note 14). 2.15 Current and deferred income tax and social contribution The provision for income tax is established at the base-rate of 15% of the taxable profit, plus the additional of 10%. The provision for social contribution on the adjusted net income was established at the rate of 15% until 31/Aug/2015, and at the rate of 20%, as from 01/Sept/2015, according to what is set forth in the Provisional Presidential Decree 675/2015, converted into Law 13169/2015 (Note 23 (a)). The provisions relative to tax credits on temporary differences and tax losses and negative base are established by the referred to rates considered for the provision of income tax and social contribution. The tax credits of income tax and social contribution are reviewed at each date of the balance sheet and constituted on the temporary additions and exclusions and based on the legislation in force at the date of its establishment. The realization of these tax credits will occur upon effective use and/or reversal of the amounts on which they were constituted. The deferred income tax and social contribution are recorded by using the method of the liability on the temporary differences resulting from differences between the tax bases of the assets and liabilities and the accounting amounts in the financial statements. The deferred income tax and social contribution are determined by using the tax rates authorized, or substantially authorized, on the date of the preparation of the financial statements, and which must be applied when the respective asset deferred tax is realized or when the liability deferred tax is settled. The assets deferred income tax and social contribution are recorded in the proportion of the probability of occurrence of future taxable profits and against which the temporary differences can be used. The assets and liabilities deferred income taxes are offset when there is a legal enforceable right to offset the current tax assets against the current tax liabilities and when the assets and liabilities deferred income taxes are related to the income taxes levied by the same tax authority on the tax entity or the different taxable entities where there is the intent to settle the balances in a net base. 2.16 Benefits to employees The Bank provides to its active and assisted employees the following benefits: BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 96 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com (i) Pension benefits – aims to provide the employees with the complementation of the pension guaranteed by the General Regime of Social Security – RGPS. BDMG is the sponsor of pension plans in the modalities: defined benefit (closed for new participants on 10 November, 2011) and variable contribution; (ii) Benefit of health care and dental care – this plan offers coverage of health and dental expenses to its participants. BDMG ensures this benefit to active and assisted participants who have subscribed to the plan, in the quality of active, until 10/0ct/2009, by means of partial payment of the monthly contribution. To the employees who subscribed to the health care plan as from 11/Oct/2009, BDMG sponsoring is guaranteed while the participants are active and, when assisted, these employees can remain connected to the plan, and be responsible for the total of the contribution due. (iii) Life insurance – BDMG offers this benefit for active and assisted employees, by means of payment of part of the premium of the life insurance policy in group; (iv) Employee early retirement program – This program, implemented on 14 December, 2011, was ended on 29 January, 2016 and it aimed to benefit employees in retirement conditions, who met the requirements established by the Program. (v)Other benefits – The Bank also grants its active employees other benefits which result from profit sharing and maternity leave for the period of six months and it also grants benefit of life annuity pension to an assisted employee. The benefits granted by the Bank, except those listed as “other benefits”, to the active employees are recorded according to the Brazilian Accounting Standard NBC TG 33 (R1) – Benefits to Employees. The information on the recording of the benefits to employees, in the period from 01/Jan/2016 to 31/03/2016, according to NBC TG 33 (R1) are specified in Note 28. 2.17 Employee’s profit sharing It is defined in collective labor agreement and also by complying with the Target Plan, and provided based on the percentage on the result and adjusted at the end of the year after the assessment of the profit of the fiscal year and the assessment of the compliance with the targets. 2.18 Capital The Bank’s capital, recorded in the net equity, consists of common registered shares and without par value. 2.19 Recording the result The result is assessed using the accrual basis accounting, adjusted by the attributable portions of income tax and social contribution incurred on the taxable profit and, when applicable, by the deferred income tax and social contribution which will be recovered or required in the following BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 97 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com fiscal years, except in relation to the gain on credit operations renegotiated which is recorded in the result using cash basis, as determined by Resolution CMN No 2682/1999. 2.20 Distribution of dividends and interest on own capital A minimum dividend corresponding to 1% of the net income of the fiscal year, adjusted under the Brazilian Law of Corporations and the Articles of Incorporation is assured to the shareholders. For the remuneration of the capital to its shareholders, BDMG adopts as a practice the distribution of dividends or the payment of interest on own capital consistent with the result assessed in the fiscal year. 2.21 Related parties The disclosure in the explanatory Notes regarding the financial statements on related parties complies with the determination of Resolution CMN nº 3.750/2009. According to this Resolution the transactions occurred between the Bank and its related parties which may affect its equity situation and its result are disclosed. The legal entities and individuals that fit in the BDMG internal resolution No 209/2009, are regarded as related parties of the Bank and they are the ones with whom the Bank conducted transactions in the period as mentioned in Note 24. 3 Restatement of financial statements of 31 March, 2015 The Central Bank sent BDMG, on April, 2015, an Official Communication determining the restatement of the financial statements from June to December 2014, in view of the following facts: BDMG recorded, based on the Central Bank’s notification, in 1995, a provision corresponding to the value adjusted for inflation of the financial costs on the non-collection of demand deposits in that year, an issue claimed in lawsuit. The provision recorded in the amount of 30,110 BRL, in June, 2014, was transferred in the first semester of that year, based on legal opinion which estimated as remote the possibility of BDMG losing the lawsuit. The Central Bank, in its Official Communication, expressed the necessity of keeping the accounting register of the provision in view of the level of uncertainties involving the final decision of the lawsuit and due to the fact that it considers the issue under discussion a legal obligation. The Central Bank also set forth that the provisions in the CPC 23 be complied with and the retrospective restatement of the Financial Statements of 30/June/2014 and 31/Dec/2014 be made, at the time of the publication of the statements of 30/June/2015 and 31/12/2016, with the necessary clarifications in explanatory note. BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 98 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com BDMG, in view of this determination, filed an administrative appeal in the Central Bank and, later, in view of the overruling of the administrative appeal, it filed a Writ of Mandamus seeking the concession of a preliminary injunction to produce an effect of supersedeas of the decision, until the original claim is unappealable. Despite the decision granting the legal security claimed, the internal legal assessment of this contingency as a possible loss and the opinion of the external law firm which also classified this contingency as a potential loss, BDMG accepted the Central Bank’s determination. The effects resulting from the restatement of the Interim Financial Statements of 31 March, 2015 are presented as follows: Original balances disclosed Income statement Earnings from the financial intermediation Operating result Non operating result - (213,848) - 43,377 (20,466) (898) 22,911 (898) 22,228 Income tax and social contribution (1,083) Net income of the quarterly period 12,658 Profit per share (lots of 1000 shares) Capital 22,013 (683) 21,330 (898) (8,487) Profit sharing according to articles of incorporation (21,364) - (683) Result before taxation on/ profit and profit sharing BOOK No.12 257,225 43,377 Other earnings/(operating expenses) Effects of the write off of the provision - (213,848) Gross Income of the financial intermediation Balances on 31 March, 2015 disclosed: Adjusted balances on 31/Mar/2015 257,225 Expenses of the financial intermediation Statement of the changes of the net equity Effects of the reversal of the provision write off 360 (8,127) - (1,083) 12,120 (538) 0.0002080 Profit reserve – legal Adjustment available-forsale securities Profit reserve – other 1,775,223 39,185 40,584 (11,834) - - - - TRANSLATION No.21 0.000003 Other adjustments of equity assessment Accrued Income (112,374) Total 12,658 1,743,442 - (538) PAGES 077 a 140 (538) 99 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Balances on 31 March, 2015 adjusted: 1,775,223 39,185 40,584 Cash flow statements (11,834) (112,374) 12,120 1,742,904 Original Balances disclosed Effects of the reversal of the write off of the provision 22,228 (898) 941 - 6,422 898 25,733 - 264 - (2,476) - 68,878 - (2,057) - (4,017) - 278 - (18,129) - - (19,410) - (1,895) 98,065 (21,305) (146,958) 146,958 80,876 80,289 (1,615) - 43,676 - Adjusted balances on 31/Mar/2015 Operating activities cash flow Net income before interest and taxes 21,330 Adjustments of Depreciations and amortizations Creation of provisions, net Creation of provisions for doubtful receivables net of reversals Establishment of (reversal) of provisions for losses Appropriation of deferred revenues (Gains) of exchange rate change Recoveries credit operations written off to loss Revenues of adjustment for inflation of long-term credit operations Result of equity equivalence Adjustment to market value of the derivative instruments and hedging Gain (L0ss) in available-for-sale financial assets Gain(Loss) held-to-maturity financial assets Adjusted net income (Increase) of bonds and securities and derivative financial statements (Increase) of credit operations and lease with option to purchase (Increase) of other credits and other amounts and goods Increase of interbank deposits Increase of financial bills BOOK No.12 941 7,320 25,733 264 (2,476) 68,878 (2,057) (4,017) 278 (18,129) (19,410) (1,895) 76,760 161,165 (1,615) 43,676 11,844 TRANSLATION No.21 PAGES 077 a 140 100 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Increase of obligations due to loans and pass-throughs Increase of unearned revenues Reduction of derivative instruments (Reduction) of other obligations Variation of assets and obligations Cash generated in the operations Income tax and social contribution paid Net cash (invested in) by operating activities 11,844 - 33,215 - 2,027 - (2,135) (146,957) 394 - 21,324 80,290 119,389 80,290 (27,112) - 92,277 - (648) - - (82,139) - 28,074 - (30,241) - 25,320 (648) (58,986) 91,629 (58,986) 33,215 2,027 (149,092) 394 101,614 178,374 (27,112) 151,262 Cash flow of investment activities Acquisition of permanent assets Acquisition of Available-for-sale Financial Assets Earnings of Available-for-sale Financial Assets Acquisition of Held-to-Maturity Financial Assets Earnings of Held-to-Maturity Financial Assets Net cash (invested in) investment activities (647) (82,139) 28,074 (30,241) 25,320 (59,633) Cash flow of financing activities Net cash generated by financing activities Increase (Reduction) of cash and cash equivalents, net Cash and cash equivalents at the beginning of the quarterly period (Note 4) Losses on cash due to exchange rate change Cash and cash equivalents at the end of the quarterly period (Note 4) 4 91,629 91,629 91,629 231,162 231,162 16,462 16,462 339,253 339,253 Cash and cash equivalents Cash and cash equivalents BOOK No.12 TRANSLATION No.21 Balance on 31/03/2016 Balance on 31/12/2016 2,138 3,245 PAGES 077 a 140 101 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Cash and cash equivalents in foreign currency Interbank investments with liquidity 5 1,622 377,533 1,572 351,063 381,293 355,880 Interbank investments with liquidity Investments in repo operations: National Treasury Notes National Treasury Bills Investments in interbank deposits Allowance for losses in interbank deposits (i) Balance on 31/03/2016 Balance on 31/12/2016 277,428 100,105 11,727 (11,727) 213,919 137,144 11,727 (11,727) 377,533 351,063 (i) The allowance for losses results from the investment in interbank deposit issued by financial institution currently in bankruptcy situation. Maturity for interbank investments are presented as follows: Up to 30 days Overdue NTN (National Treasury Notes) LTN (National Treasury Bills) CDI (Interbank Deposit Certificate) Provisão para perdas Total 11,727 (11,727) 277,428 100,105 - 277,428 100,105 11,727 (11,727) - 377,533 377,533 351,063 351,063 Total – 31/03/2016 Total – 31/12/2016 6 Bonds and securities (a) Portfolio composition The bonds and securities portfolio consist of the following bonds/securities presented as follows: Balance on 31/03/2016 Quantity BOOK No.12 Yield curve TRANSLATION No.21 Market Value Quantity Yield curve PAGES 077 a 140 Balance 31/12/2016 Market Value 102 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Unrestricted securities National Treasury Bills National Treasury Notes Debentures Funds’ Ownership Units Emerging Companies Fund (FEE) Interest (FIP) Guaranteed Investment Fund (FIG) 47,320 361,947 361,642 44,200 327,502 327,289 102,900 297,895 290,908 102,900 293,293 280,767 30 27,649 27,649 30 29,502 29,502 125 14,102,399 579,520 1,788 12,276 679 1,788 12,276 679 125 13,317,452 579,520 1,791 11,609 677 1,791 11,609 677 702,234 694,942 664,374 651,635 6,734 6,728 - - 708,968 701,670 664,374 651,635 Total unrestricted securities Bonds associated to provision of guarantees Treasury Bonds (i) Current Non Current (i) (b) 46,568 655,102 44,575 607,060 These bonds refer to the guarantee differential margin payable in swap contract. Classification of bonds and securities Considering the Bank’s intent and financial capacity, the portfolio’s bonds and securities are classified in the following categories, set forth by Circular BACEN No 3068/2001: Available-for-sale bonds (i) LFT (Treasury Bonds) Above 360 days NTN (National Treasury Notes) From 91 to 180 days From 181 to 360 days Above 360 days Investment funds’ units of ownership No maturity LFT (Treasury Bonds) associated to the provision of guarantees Above 360 days Held-to-maturity bonds (ii) NTN Above 360 days Debentures Up to 30 days From 31 to 60 days From 61 to 90 days From 91 to 180 days From 181 to 360 days Above 360 days Yield curve Balance on 31/03/2016 Market value 361,947 361,642 22,890 22,797 - 172,198 165,304 22,528 169,844 22,671 157,175 14,743 14,743 14,077 14,077 6,734 6,728 - - 102,807 102,807 100,921 100,921 2,821 564 564 2,821 564 564 1,204 602 602 1,204 602 602 1,693 3,386 18,621 1,693 3,386 18,621 1,806 3,613 21,675 1,806 3,613 21,675 708,968 701,670 664,374 651,635 Current Non-current BOOK No.12 TRANSLATION No.21 Yield curve 327,502 Balance on 31/12/2016 Market value 327,289 46,568 44,575 655,102 607,060 PAGES 077 a 140 103 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com (i) Bonds classified in the available-for-sale category. The mark-to-market of BDMG’s government bonds, classified as available-for-sale, considers the quotations disclosed by the Brazilian Association of Financial and Capital Market Entities – ANBIMA for the secondary market of these bonds. (ii) Bonds classified in the held-to-maturity category. The following bonds are classified in this category: - Debentures In January 2015, in direct negotiation with the issuer, the Bank acquired 30 non convertible debentures and with maturity on 22/Dec/2019. These bonds consist of a modality of financial support and not of financial investment. - National Treasury Notes The Bank reclassified the following bonds, on 30 June 2015, from the available-for-sale” category to the “held-to-maturity category”: NTN-B NTN-B Quantity Maturity date Balance 21,000 15,000 15/08/2022 15/08/2018 69,587 46,231 115,818 Adjustment at market value (13,011) Current value 102,807 On the date of the reclassification, the amount of 15,178 BRL was recorded as item highlighted in the net equity, regarding the unrealized gains and which, in view of the reclassification, will be appropriated in the result until the maturity date of the bonds. Until March 31, 2016, the amount of 2,167 BRL was appropriated from the value highlighted in the net equity. (c) The bonds and securities are distributed in the following maturity periods: No maturity BOOK No.12 Up to 30 days From 31 to 60 days TRANSLATION No.21 From 61 to 90 days From 91 to 180 days From 181 to 360 days After 360 days PAGES 077 a 140 Total 104 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Federal Government Bonds Debentures Investment funds’ ownership units Total – 31/03/2016 Total – 31/12/2015 (d) 14,743 14,743 14,077 2,821 564 564 22,797 1,693 3,386 636,481 18,621 659,278 27,649 - - - - - - 14,743 2,821 1,204 564 602 564 602 24,490 1,806 3,386 26,284 655,102 607,060 701,670 651,635 Equity valuation adjustments of bonds and securities The amounts recorded in the net equity account “Equity valuation adjustments” which refer to the Bank’s bonds classified as available-for-sale, presented the following transactions in the period: Balance on 31/12/2015 Adjustment in the period Balance on 31/03/2016 7 Unrealized Gains (losses) Tax effects Adjustment at market value (26,473) 12,136 (14,337) 6,164 (3,009) 3,155 (20,309) 9,127 (11,182) Derivative instruments The Bank, as a result of external fund raising agreed as from the second semester of 2013, seeks to protect itself from risks of the exposure of the exchange rate change of foreign currencies and of the international interest rates set forth in the contracts. The coverage of risks is done by means of derivative financial instruments in the swap modality, except for the operations in which the external risks are transferred to the clients. The derivative instruments contracts in progress were entered into exclusively for the hedge against the risks associated to external fund raising and, for the contract of these instruments, the risk control policy, the establishment of hedge strategies, the determination of limits and the forms of following up the operations are taken into account. The Bank’s derivatives, on 31 March, 2016, are classified in the category hedge against market risk and they are recorded by the hedge accounting procedure once they check the effectiveness condition according to the Circular BACEN 3082/2001. BDMG performs the effectiveness test at the beginning of the operation, the initial prospective testing of the hedge structure, and periodically assesses the effectiveness by means of prospective and retrospective test, at the time of the preparation of the interim, semi-annual and annual financial statements, by means of the calculation of the quotient the market value variation of the hedge instrument asset position and the variation of the market value of the hedge object. BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 105 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com All the swaps are registered in the CETIP (Clearing House for the Custody and Financial Settlement of Securities) and the hedge presents similar conditions to those of the corresponding fund raising - initial and maturity dates, fees and notional value. The derivatives used by BDMG were established aiming to hedge against the risks fully assumed by the Bank resulting from installments of the following external fundraisings commented on in Note 13 (a): (a) External fundraisings (loans) hedged by derivative instruments: Balance on 31/03/ 2016 Initial date Final date AFD 27/09/ 2013 25/11/ 2013 19/12/ 2013 23/10/ 2015 04/08/ 2014 05/08/ 2014 27/09/ 2023 23/10/ 2023 19/12/ 2023 23/10/ 2018 16/08/ 2021 28/11/ 2025 Bank of Tokyo 1 26/12/ 2014 27/12/ 2018 Bank of Tokyo 2 17/03/ 2015 13/03/ 2019 CAF 1 CAF 2 CAF3 CAF4 IDB Index Libor 6M + 3.65% p.a. Libor 6M + 3,65% p.a. Libor 6M + 3.65% p.a. Libor 6M + 2.25% p.a. Libor 6M + 2.25% p.a. Euribor 6M + 2% aa. Quarterly interest at prefixed rate of 3.09% p.a. and 3.19% p.a. after 31/12/2015. Quarterly interest at prefixed rate of 2.68%p.a. and 2.78% from 14/03/2016. Fund Raising US$ 15,000 US$ 30,000 US$ 30,000 US$ 23,500 US$ 50,000 €$ 5,000 Balance(Foreign Currency) Balance on 31/12/ 2015 Curve Balance(Foreign Currency) Curve 13,240 47,113 14,272 55,720 28,765 102,354 28,467 111,142 28,587 101,723 28,270 110,372 23,806 84,708 23,632 92,263 50,190 178,591 50,523 197,252 5,033 20,399 5,008 21,277 25,018 97,674 25,032 97,729 US$ 25,000 25,018 US$ 25,000 25,033 89,021 89,074 712,983 Adjustment at market value (7,121) Market value 705,862 783,429 (8,037) 775,392 The derivatives established for hedging fundraising listed in the table above contemplate the same items of the fundraising (initial, maturity dates and similar notional value) and are aligned with each settlement (interest or amortization + interest) specified for the released funds. In the recording of the operations in question the Bank uses the hedge accounting structure, in the market risk category, aiming to neutralize the effects in its result resulting from the volatility BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 106 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com generated by the accounting valuation difference of the involved products: fundraising identified by the curve and derivatives identified mark-to-market (MtM). In compliance with the Circular Bacen No 3082/2001, the Bank has documental identification regarding the risk of the hedge objects which contemplate the management of these risks in compliance with the policies of risk control, the establishment of strategies and the determination of limits and continuous follow-up manners for checking the effectiveness of the hedge instrument operation. The methodology adopted for the assessment of the market value of the active and passive positions of the swaps is based on the use of weights which are calculated on the date of contract and which match, on that date, the market value and the value of the curve of the operations. The use of weights aims to mitigate the distortion of the credit spread risk in the assessment of the market value. (b) Recorded amounts of the swaps The positions recorded on 31 March of the derivative financial instruments are summarized as follows: (US$+ Libor+ Rate) x (BRL +%CDI (Interbank Deposit Certificate) (1) (EUR+Euribor+Rate) x (BRL+%CDI) (1) (US$+Rate) x BRL+%CDI) (1) (US$+Rate) x BRL+%CDI) (2) Balance on 31/03/2016 Balance on 31/12/2015 Reference Value (Offset account) Value Receivable / Payable (Equity account) Net effect (Result account) Net effect (Result account) 290,967 88,783 (34,487) 47,081 15,210 2,851 (1,341) 1,071 148,693 28,931 (20,550) 12,113 198,700 (19,140) (22,175) - 653,570 101,425 (78,553) 60,265 Notes: (1) differential receivable (2) differential payable BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 107 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Swaps by index: (c) Balance on 31/03/2016 Balance on 31/12/2015 Asset position – Differential receivable Foreign currency Interest 120,565 124,414 (3,849) 171,358 172,819 (1,461) Liability position – Differential payable Foreign currency (19,140) (19,140) - Net exposure 101,425 171,358 Swaps by maturity period: Up to 30 days From 31 to 180 days From 181 to 360 days After 360 days Total Foreign currency Interest 9,047 - 1,166 - 2,024 - 112,177 (3,849) 124,414 (3,849) Total – 31/03/2016 9,047 1,166 2,024 108,328 120,565 Total – 31/12/2015 - 5,053 4,551 161,754 171,358 Foreign currency - - - (19,140) (19,140) Total –31/03/2016 - - - (19,140) (19,140) Net exposure – 31/12/2016 9,047 1,166 2,024 89,188 101,425 Net exposure – 31/12/2015 - 5,053 4,551 161,754 171,358 Asset position – Differential receivable Liability position – Differential payable (d) Swaps by index and reference value: Reference value Value by the curve Adjustment at market value Market value Asset position – Differential receivable (US$+ Libor+ Rate) x (BRL +%CDI) (EUR+Euribor+Rate) x (BRL+%CDI) US$+ Rate) x (BRL +%CDI) 290,967 15,210 148,693 100,304 4,402 28,712 (11,521) (1,551) 219 88,783 2,851 28,931 Total – 31/03/2016 454,870 133,418 (12,853) 120,565 Total – 31/12/2015 657,983 186,281 (14,923) 171,358 Liability position – Differential payable (US$+ Libor+ Rate) x (BRL +%CDI) 198,700 (21,966) 2,826 (19,140) Total – 31/03/2016 198,700 (21,966) 2,826 (19,140) BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 108 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com 8 Net exposure – 31/03/2016 653,570 111,452 (10,027) 101,425 Net exposure – 31/12/2015 657,983 186,281 (14,923) 171,358 Credit operations and credits equivalent to credit operations BDMG’s active credit portfolio presents the following position: Valor total Provision Net Value Credit operations Credits equivalent to credit operations 5,838,418 1,634 (407,740) - 5,430,678 1,634 Total - 31/03/2016 5,840,052 (407,740) 5,432,312 Total - 31/12/2015 5,893,114 (389,122) 5,503,992 On March 31, 2016, of the total balance of 5,838,418 BRL(31/12/2015 - 5,893,114 BRL) of the credit operations, the amount of 2,205,042 BRL (31/12/2015 - 2,307,035 BRL) was conceded with own funds and 3,635,010 BRL (31/12/2015 - 3,586,079 BRL), originally with funds of passthroughs obtained from other financial institutions. The accounting balance of the renegotiated operations is 791,417 BRL (31/12/2015 – 694,738 BRL). (a) Classification by product and by activity sector Balance on 31/03/2016 Balance on 31/12/2015 Loans Industry Commerce Other services 1,424,281 680,276 306,557 437,448 1,477,698 681,027 314,055 482,616 Financing to the private sector Industry Commerce Other services Rural and agro-industry Financial intermediary Individuals 3,615,339 1,842,718 205,292 906,873 638,591 14,130 7,735 3,609,515 1,836,852 204,209 918,105 628,295 14,817 7,237 798,798 804,226 1,634 1,675 Financing to the public sector (Direct and indirect municipal administrations) Credits equivalent to credit operations BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 109 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Subtotal 5,840,052 5,893,114 Allowance for doubtful receivables (407,740) (389,122) 5,432,312 5,503,992 1,335,301 4,097,011 1,332,614 4,171,378 Current Non-current (b) Classification by period and risk levels Overdue (in days) Balance on Balance on 31/03/2016 31/12/2015 Due (in days) From 91 to 360 From 361 to 1.080 From 1.081 to 1.800 From 1.800 to 5.400 Total Total From 15 Until 14 Up to 90 AA 1,747,708 - - 76,835 220,168 546,915 362,380 541,410 1,840,617 A 1,147,127 - - 79,819 245,248 399,154 211,745 211,161 1,123,740 B 1,146,627 2,057 557 67,064 193,168 373,207 234,477 276,097 1,148,876 C 1,037,457 5,144 1,771 103,714 186,134 381,235 202,243 157,216 1,059,330 D 423,572 15,794 1,157 37,861 91,715 162,337 81,958 32,750 398,276 E 56,818 4,471 484 5,619 12,312 20,767 7,488 5,677 56,717 F 37,479 7,900 928 4,844 8,335 8,192 3,438 3,842 53,032 Risk level: (c) G 38,173 17,581 84 1,331 7,268 6,749 3,912 1,248 14,555 H 205,091 169,281 397 2,631 7,440 11,689 8,021 5,632 197,971 5,840,052 222,228 5,378 379,718 971,788 1,910,245 1,115,662 1,235,033 5,893,114 Classification by risk levels and provisions BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 110 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Balance on 31/03/2016 Portfolio Risk level: AA A B C D E F G H % 0 0.5 1 3 10 30 50 70 100 Provision for credit risks based on the minimum percentage required Provision for doubtful receivables (i) Balance on 31/12/2015 Portfolio Provision for doubtful receivables 1,747,708 1,147,127 1,146,627 1,037,457 423,572 56,818 37,479 38,173 205,091 (5,736) (11,466) (31,124) (42,357) (17,046) (18,740) (26,721) (205,090) (49,460) (5,736) (11,466) (31,124) (42,357) (17,046) (18,740) (26,721) (205,090) 1,840,617 1,123,740 1,148,876 1,059,330 398,276 56,717 53,032 14,555 197,971 (48,716) (5,619) (11,489) (31,780) (39,828) (17,015) (26,516) (10,188) (197,971) 5,840,052 (358,280) (407,740) 5,893,114 (389,122) (i) Until November 2005, the credit operations regarding the PESA (Rural Credit, under Resolution CMN No 2471/1998) were classified in level H. As from that date, BDMG’s Management began to classify them in level AA. This risk reclassification considered the particularities of these operations in relation to the credit risk mitigated by means of security interests represented by government bonds. The Bank constituted supplementary provision for these credit operations which is assessed by the difference between the principal balance adjusted for inflation of the reclassified credit operations and the amounts of the bonds which guarantee them. On 31 March, 2016 this additional provision is of 49,460 BRL (2015 - 48,716 BRL). (e) Transaction of the provision for doubtful receivables of credit operations. Balance on 31/03/2016 Initial balance Creation of provision, net of reversals Credits written off as loss Final balance (e) Balance on 31/12/2015 389,122 217,838 43,470 (24,852) 285,879 (114,595) 407,740 389,122 Credit assignments The balance of the operations assigned with co-obligation, recorded in offset accounts, according to amounts presented below, refer to operations assigned until 31 December, 2011 (previous to Resolution CMN No 3533/2008): Balance on 31/03/2016 BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 Balance on 31/12/2015 111 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Assignment previous to Resolution CMN No 3533/2008: Co-obligations to be paid Pass-through of paid obligations 9 27,851 313 27,479 290 28,164 27,769 Other credits Balance on 31/03/2016 Tax credits (a) Debtors with security deposits (b) Securities and credit receivables (c) Sundry debtors – country (d) Income receivables (e) Other Allowance for doubtful receivables (f) Current Non-current Balance on 31/12/2015 358,348 111,548 13,532 7,163 2,937 5,625 (12,302) 362,221 110,155 14,470 7,520 3,797 4,366 (12,303) 486,851 490,226 80,486 406,365 97,455 392,771 (a) The tax credits of income tax and social contribution on net income were constituted and recorded as presented in Note 23 (a). (b) The balance of debtors with security deposits include the deposits related to legal issues, mainly of fiscal and tax nature presented in Note 14 (a), in which there is a connection between the deposits in court with the respective legal issues. (c) The balance of bonds and receivables correspond to: (i) remunerations in the amount of 11,119 BRL (31/12/2015 – 11,119 BRL) resulting from renegotiations supported by laws regarding the operations of rural credit financed with funds from the National Treasury Department –STN and they are provisioned as detailed in Note 9 (f); (ii) credit rights of municipalities in the amount of 2,393 BRL (31/12/2015 - 3,331 BRL) e (iii) remuneration of the Fund for the Defense of Coffee Industry Economy (Funcafé) in the amount of 20 BRL (31/12/2015 –20 BRL). (d) The balance of sundry debtors, on 31 March, 2016, constituted by the amount receivable of 7,153 BRL (2014 – 7,448 BRL) regarding the bonus for performance conceded by the Bank to the clients of renegotiated rural operations according to provisions of Law 9138/1995 and its amendments. BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 112 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com (e) The balance of the accounts receivable, consisting substantially of the remuneration receivable net of the respective provision, on credit operations performed with funds from the development funds managed by BDMG whose amount is 2,895 BRL (31/12/2015 – 3,073 BRL). The maturity of the remuneration occurs at the time of the maturity of the agreed installments and the provision is constituted on the amounts recorded, based on the percentage referring to the risk level in which the operation is classified from which the remuneration resulted. This classification results from the policy adopted by the Bank to give the financial operations financed with the managed funds, the same criteria established in Resolution CMN No 2682/1999 for the credit operations of BDMG’s own portfolio. (f) 10 The allowance for other doubtful receivables in the amount of 12,302 BRL (31/12/2015 12,303 BRL) refers substantially to amounts to be returned by the National Treasury Department – STN which are used as provision based on the uncertainty regarding the term for payment of these credits. Other amounts and assets Balance on 31/03/2016 Balance on 31/12/2015 Assets not for own use Other Subtotal 44,080 219 44,299 22,180 186 22,366 Provision for assets not for own use (2,075) (2,074) 42,224 20,292 218 42,006 186 20,106 Current Non-current 11 Permanent (a) Investments Balance on 31/03/2016 BDMGTEC Participações S.A. (i) Other Provision for losses, shares and ownership units BOOK No.12 TRANSLATION No.21 Balance on 31/12/2015 78,203 1,325 (837) 78,196 1,324 (837) 78,691 78,683 PAGES 077 a 140 113 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com (i) The company BDMGTEC Participação S.A., BDMG’s wholly-owned subsidiary, established in March, 2012, has as social purpose equity interest in companies of significant relevance to the State as a means to promote its development. (b) Fixed assets in use Cost Real estates Facilities, chattel and equipment Data processing system Other Fixed assets in use 12 Accrued Depreciation Balance on 31/03/2016 Balance on 31/12/2015 Net Value Net Value 43,788 6,076 5,897 583 231 (25,522) (5,036) (4,004) (521) 18,266 1,040 1,893 62 231 18,427 1,094 2,065 58 314 56,575 (35,083) 21,492 21,958 Deposits and Funds of acceptance and issuance of securities The funds raised in the country present the following composition: Balance on 31/03/2016 Interbank deposits (a) Financial Bills (b) Current Non-current (a) Balance on 31/12/2015 100,686 688,889 137,501 681,918 789,575 819,419 464,081 325,494 247,536 571,883 Interbank deposits The balance of interbank deposit on 31 March, 2016 refers to fundraising performed in order to meet the mitigation clause of credit risk in the contracts of derivatives which require from the party with differential payable above a certain amount the maintenance of interbank deposits in the counterparty institution of the operation. These deposits are established at guarantee margin, and charges equal to the CDI (Interbank Deposit Certificate) rate were agreed upon with maturity varying according to the amount adjusted for the coverage of the differential receivable or payable of each of the agreed swaps. (b) Financial Bills The fundraising by means of issuing financial bills present the following balances: BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 114 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Maturity Type of issue: Government Government Private Private 17/12/2017 14/03/2017 09/05/2016 23/12/2016 Quantity Balance on 31/03/2016 Balance on 31/12/2015 1,250 1,238 275 100 325,494 249,363 87,390 26,642 313,055 258,828 84,314 25,721 2,863 688,889 681,918 363,395 325,494 110,035 571,883 Current Non-current The issues of financial bills are supported by Resolution CMN No 4143/2012, authorizing the issuance of these bonds by development banks. BDMG performed two issuances of financial bills with rating brAAA, attributed by Standard & Poor’s Ratings Services (S&P) which was also the rating of the long-term credit issuer attributed in the Brazil National Scale to BDMG. In November, 2014, S&P downgraded BDMG’s rating in the Brazil National Scale, from brAAA to brAA+. In December, 2015, S&P downgraded the rating of sovereign credit o the Federative Republic of Brazil of several financial entities, among which, BDMG, and the rating in the Brazil National Scale downgraded from brAA+ to brAA (negative perspective), which consequently generated automatic downgrading of the ratings of the issued financial bills. In view of this fact and considering the review event set forth in clause 5.3.1 (g) of the Terms and Conditions, BDMG consulted the Central Bank of Brazil regarding the understanding that the downgrading of the initial rating of the issued financial bills does not generate anticipated maturity of these bills, in view of the provisions contained in article 3 , IX, paragraph 5 as well as article 41,VI of Law 12249/2010 and Resolution CMN 4132/12, a situation in which the referred to bill is used for the performance of binding active operations. This condition does not apply to the financial bills issued by BDMG since they aimed exclusively at raising funds. 13 Obligations from loans and pass-through operations (a) Abroad On 31 March, 2016, the funds raised abroad by BDMG amount to 763,252 BRL (31/12/2015 – 836,101 BRL) at yield curve value and 756,132 BRL (31/12/2015 –828,063 BRL) at market value, calculated for the fundraising with derivative instruments as hedge. The balances of the external fundraising are presented as follows: BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 115 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Curve Institution: CAF IBD AFD (French Development Agency) Bank of Tokyo Current Non-current Balance on 31/03/2016 Market Curve Balance on 31/12/2015 Market 341,289 178,591 338,872 174,422 375,360 197,252 373,201 192,656 65,277 63,891 68,086 66,790 178,095 178,947 195,403 195,416 105,110 651,022 76,722 751,341 BDMG in order to hedge against exchange rate variation and international interest rates associated to the external fundraising whose risks are not transferred to the borrower of the fund in the domestic market, uses derivate financial instruments which are recorded using the accounting hedge procedure. For the external fundraising with hedge and presented in Note 7, the adjustment is calculated at market value for the use of that accounting procedure. Both the contracts regarding the external fundraising and those regarding derivative instruments which hedge the fundraising, have restrictive covenants which are observed and complied with by the Bank. In view of the downgrading of the rating of risk of the Bank by international agencies as commented in the following paragraph, BDMG obtained from creditors whose contracts include covenants regarding the downgrading of risk classification and which could generate an anticipated maturity of the contracts. However, it is important to point out that, even considering the possibility of this occurrence, the Bank’s internal studies prove that such events would not affect, in a relevant manner, neither its liquidity nor the good progress of its businesses. BDMG’s risk rate, in a global scale, was reclassified on 19/02/2016, by the risk agency Standard & Poor’s, from BB to BB- with negative perspective and on 25/02/2016, by the risk agency Moody’s which reclassified the risk rate from Ba1 to Ba3, with negative perspective. These reclassifications followed the downgrading of risk rates of the State of Minas Gerais by the two agencies, and the reclassification of the risk rate of Brazil was the main reason for the actions of rating adjustment by Moody’s and Standard & Poors for the state government. In local scale, BDMG’s risk rate was reclassified from brA+ to brA by Standard & Poor’s and, from Aa2 to A2, by Moody’s. The funds raised abroad, by BDMG, are the following: I Corporación Andina de Fomento - CAF BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 116 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com The financing agreed upon with CAF, in August, 2014, may amount to up to 100 million USD, in tranches of different amounts, with interest at libor rate of 6 months plus up to 3.65% p.a. and the maturity period of up to 10 years. The tranches already released are the following: Balance on 31/03/2016 Tranches Date of disbursement Final Maturity date 27/09/2013 27/09/2023 21/10/2013 23/10/2023 19/12/2013 19/12/2023 23/10/2015 23/10/2018 21/12/2015 21/12/2020 CAF 1 CAF 2 CAF 3 CAF 4 CAF 5 (*) Balance on 31/12/2015 Disbursement USD Curve BRL Market BRL Curve BRL Market BRL 15,000 47,113 45,435 55,720 54,124 30,000 102,354 99,637 111,142 108,572 30,000 101,723 102,109 110,372 111,242 23,500 84,708 86,300 92,264 93,401 1,500 5,391 5,391 5,862 5,862 100,000 341,289 338,872 375,360 373,201 (*) The market value corresponds to the curve value for funds whose external risks were fully transferred to clients. II Agence Française de Développement - (AFD) – French Agency of Development In December 2013, the Bank and AFD entered into a contract of 50 million Euros with interest rate at Euribor rate of 6 months plus 2% p.a. and maturity period of 12 years, to be disbursed in tranches of different amounts. This fundraising aims to fund projects of municipal infrastructure addressed to climatic issues and to the globalization of basic services. The positions of the released tranches are the following: Balance on 31/03/2016 Tranches AFD 1 1st tranche 2nd tranche AFD 2 Date of disbursement Final Maturity final 22/07/2014 28/11/2025 22/07/2014 28/11/2025 22/07/2014 28/11/2025 13/10/2014 28/11/2025 Disbursement EUR Curve BRL Market BRL Curve BRL Market BRL 9,000 36,718 35,332 38,298 37,002 4,000 16,319 16,319 17,021 17,021 5,000 20,399 19,013 21,277 19,981 7,000 28,559 28,559 29,788 29,788 63,891 68,086 66,790 16,000 BOOK No.12 Balance on 3 1/12/2015 TRANSLATION No.21 65,277 PAGES 077 a 140 117 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com III IDB - Inter-American Development Bank In June, 2014, BDMG made a loan with IDB which can be used up to the limit of 150 million dollars, by means of disbursement to be made in three tranches. A variable interest rate will incur on the used amount, payable semi-annually, and established by a percentage of 2.25% plus the libor rate of six months, and this composition can present variations in view of the criteria established in the contract for the performance of the disbursements requested for each tranche. The position of the tranche released for disbursement is the following: Balance on 31/12/2015 Balance on 31/03/2016 Tranches Date of disbursement Final Maturity date 04/08/2014 16/08/2021 IDB IV Disbursement USD Curve BRL Market BRL Curve BRL Market BRL 50 178,591 174,422 197,252 192,656 Bank of Tokyo-Mitsubishi UFJ Ltd (BTMU) – (Bank of Tokyo) In December, 2014, BDMG made a bilateral loan in the amount of 50 million dollars, with the Bank of Tokyo, to be released in tranches in a period of four years and financial charges consisting of quarterly interest at the pre-fixed rate of 3.09% p.a. until December/2015 and of 3.19% p.a., after this date, and the pro-rata calculation of the interest made according to criteria set forth in the contract. The tranches released for disbursement present the following positions: Balance on 31/12/2015 Balance on 31/03/2016 Tranches Date of disbursement Final Maturity date Disbursement USD 26/12/2014 27/12/2018 25,000 17/03/2015 13/03/2019 25,000 Tokyo 1 Tokyo 2 50,000 Curve BRL 89,021 89,074 178,095 Market BRL 89,873 89,074 178,947 Curve BRL 97,674 97,729 195,403 On 01 April, 2016, BDMG executed the anticipated payment of the tranche Tokyo 2 and the effects relative to this payment recorded in the result of March 2016, the month in which the agreement for pre-payment was executed by the parties. (b) Official institutions BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 Market BRL 97,329 98,087 195,416 118 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Correspond to the balances of funds obtained from official funds and programs transferred to financing of undertakings in the State of Minas Gerais, and the maturity of the principal and the charges extend to the year of 2029, with levies of financial charges defined in the operating policies of each agency or fund institution which transfer funds. The balances of these obligations are summarized as follows: Balance on 31/03/2016 Balance on 31/12/2015 1,846,039 1,818,765 1,477,323 1,486,984 BNB 23,767 25,511 National Treasury 12,774 12,508 FINEP 38,054 34,918 FUNCAFÉ 56,485 55,770 3,454,442 3,434,456 676,474 2,777,968 654,307 2,780,149 BNDES (i) FINAME Current Non-current The BNDES/FINAME system is the main source of funds for pass-through operations from BDMG to its clients. (i) The BNDES funds – National Bank of Economic and Social Development are mainly addressed to financing of long-term investment projects. The funds transferred by BNDES originate from the following credit facilities: BNDES Automatic PROGEREN BNDES FINEM BNDES Automatic TJLP BNDES Automatic BNDES Automatic PROCAP-AGRO BNDES FINEM TJLP BOOK No.12 TRANSLATION No.21 Balance on 31/03/2016 Balance on 31/12/2015 503,910 257,846 157,484 156,833 91,116 89,531 450,962 251,403 163,209 146,789 100,920 94,938 PAGES 077 a 140 119 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com BNDES Automatic PRODECOOP BNDES FINEM PSI Other Current Non-current 14 84,042 75,998 450,504 1,846,039 1,818,765 366,333 355,446 1,479,706 1,463,319 Balance on 31/03/2016 Balance on 31/12/2015 197,876 333,550 17,237 206 205,022 297,222 13,839 995 548,869 517,078 81,130 467,739 68,852 448,226 Other obligations Tax and social security (a) Sundry (b) Financial and development funds (c) Tax Collection Current Non-current (a) 86,014 56,976 446,329 Tax and social security Balance on 31/03/2016 Provision for tax obligations (i) and (ii) Provision for deferred taxes and contributions Provision for taxes and contributions Taxes and contributions payable Current Non-current Balance on 31/12/2015 177,022 12,045 4,168 4,641 173,519 12,839 14,451 4,213 197,876 205,022 12,684 185,192 29,158 175,864 (i) The provision for tax obligations refer to liabilities related to taxes, comprising legal actions and lawsuits of administrative nature in progress with the Brazilian Federal Revenue Service, which are adjusted monthly by the SELIC rate. In the projection of BDMG’s result the expectation of payment of the tax credits corresponding to this provision takes into consideration its distribution in a period of 10 years. The provision for tax obligations had the following transaction in the period: BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 120 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Change of the calculation basis of COFINS – Law No 9718/1998 Change of the calculation basis of PIS/PASEP - Law No 9718/1998 Tax exemption regarding FINSOCIAL in the period from December 1986 to March 1990 Other contingencies and legal obligations Balance on 31/12/2015 Provision Adjustment Balance on 31/03/2016 112,567 - 2,488 115,055 54,202 - 924 55,126 4,828 1,922 12 48 31 4,876 1,965 173,519 12 3,491 177,022 (ii) In order to guarantee the tax suits mentioned above, the Bank has deposits in court in the amount of the 108,344 BRL (31/12/2015 –106,487 BRL), recorded in the balance of 111,548 BRL (31/12/2015 – 110,155 BRL) of the item “Other credits – Debtors with Security Deposit” (Note 9 (b)). In the following table, the deposits in court for tax suits in progress: Provision Balance on 31/12/2015 Deposits Balance on 31/03/2016 Provision Change of the calculation basis of COFINS – Law No 9718/1998 Change of the calculation basis of PIS/PASEP - Law No 9718/1998 Tax exemption regarding FINSOCIAL in the period from December 1986 to March 1990 Other contingencies and legal obligations Deposits 112,567 46,971 112,567 46,104 54,202 55,126 54,202 54,202 4,828 1,922 4,876 1,371 4,828 1,922 4,828 1,353 173,519 108,344 173,519 106,487 In the legal lawsuits regarding COFINS and PIS/PASEP, BDMG seeks the suspension of the requirement of these contributions, under the terms published by Law No 9718/1998 which besides establishing COFINS for financial institutions, it increased the calculation basis of PIS/PASEP when setting forth that the revenue comprised the gross operating and nonoperating income. In view of the decisions in progress in the lawsuit, the Bank made a deposit in court, until the accrual basis 12/2014 for covering the contributions of COFINS on the revenues from services. As from 01/2015, when the alterations introduced by Law 12973/2014 began to be in force, the company began to normally pay the collections of PIS/PASEP and COFINS on all its revenues. The tax and social contribution provisions made by the Bank are in compliance with the Circular BACEN No 3429/2010 which sets forth the recording in the liabilities of the financial institutions of the tax obligations for which the constitutionality of the laws which established them is being discussed in the courts until the effective extinction of the corresponding tax credits. The contingent processes of fiscal and tax actions assessed as possible risk of losing are not recorded in the accounts (See Note 2.14) and they are summarized below: BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 121 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com (b) Notice of deficiency, issued by INSS – Social Security National Institute in 2006, regarding triggering events subject to levy of social security. The installment of the notice of deficiency on 31 March, 2016 is 5,713 BRL (31/12/2015 – 5,648 BRL). Final order issued by Brazilian Federal Revenue Service on 11/12/2008, which did not ratify offsets of income tax paid in 2004 and 2005. The value of the penalty on the non-offset debts is 569 BRL (31/12/2015 –569 BRL). Notice of deficiency, issued by Brazilian Federal Revenue Service in July 2010, relative to divergence in the assessment of income tax and social contribution on net income in the period from 2005 to 2007. The adjusted amount of the notice is of 8,846 BRL (31/12/2015 –8,686 BRL). Sundry Actuarial liabilities (iii) Provision for other obligations (i) Sundry creditors – Country (v) Provision for payables (ii) Appropriation for capital increase (iv) Current Non current Balance on 31/03/2016 Balance on 31/12/2015 219,917 67,999 27,231 17,808 595 215,245 59,186 9,640 12,557 594 333,550 297,222 66,978 266,572 37,477 259,745 (i) The provision for other obligations have the composition presented as follows, with the respective transactions occurred in the period: Balance on 31/12/2015 Charges on compulsory deposit in the Central Bank Co-obligation assumed in credit operations assigned to STN. Lawsuits of civil nature Lawsuits of labor and employment nature Attorney’s fees Other Recorded provisions Adjustments (WriteOffs) Balance on 31/03/2016 36,016 - 1,173 - 37,189 5,163 195 - (23) 5,335 2,419 68 32 - 2,519 4,031 639 635 - 5,305 6,513 - 67 - 6,580 5,044 6,882 - (855) 11,071 59,186 7,784 1,907 (878) 67,999 The Bank recorded the amount of 1,531 BRL (31/12/2015 – 1,990 BRL) in the item Other Credits – Debtors with security deposits relative to deposits for filing appeals associated to BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 122 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com labor and employment claims and 1,673 BRL (31/12/2015 –1,678 BRL) for covering the risk of lawsuits of civil nature. The labor and employment and the civil contingencies whose losses for the Bank were classified as likely, and for which there is no provision amounted to, on 31 March 2016, respectively, 1,028 BRL (31/12/2015 – 1,058 BRL) and 7,899 BRL (31/12/2015 – 6,757 BRL). (ii) The provision for payables results from the following obligations: Vacation, 13th salary and other charges Other Balance on 31/03/2016 Balance on 31/12/2015 12,673 11,884 673 5,135 17,808 12,557 (iii)The balance of the provision of actuarial liabilities which are detailed in Note 28, refers to the following benefits sponsored by the Bank: Actuarial liability relative to the Pension Plan Actuarial liability relative to the Health Promotion Program (PROSAÚDE), medical and dental plan Actuarial liability relative to life insurance Balance on 31/03/2016 Balance on 31/12/2015 102,966 101,508 106,903 103,815 10,048 9,922 219,917 215,245 (iv) The balance of the item “Appropriation for capital increase” refers to the percentage on return of financing agreed upon with the State Fund FUNDESE, for capital increase applicable to the CREDPOP program, under State Law No 13,667/2000. (v) The balance of sundry Creditors – Country results, mainly, from the clients’ value of credits to be offset in the total amount of 10,385 BRL (31/12/2015 –2,838 BRL), of pass-throughs earned to be classified in the amount of 10,000 BRL (31/12/2105 – 0 BRL), from the sum of 2,933 BRL (31/12/2015 – 3,318 BRL) to be transferred to the Minas Gerais Institute of Integrated Development - INDI and from pending bank entries in the amount of 2,072 BRL (31/12/2015 – 1,525 BRL). (c) Financial and development funds BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 123 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com The amount of17,237 BRL (31/12/2015 – 13,839 BRL) refers substantially to amounts from funds managed by BDMG (private funds and funds associated to official agencies), received from clients and not yet transferred to the funds. 15 Unearned Revenues The balance of 12,214 BRL (31/12/2015 – R$ 12,939 BRL) refers to the amount net of taxes of the commissions on credit operations, earned in advance, and which are appropriated according to the flow of the deadlines stipulated in the contracts. 16 Net income (a) Capital BDMG’s subscribed and paid-up capital, represented by 60,854,432,385 (31/12/2015 – 60,854,432,385) registered common shares and with no par value, is of 1,793,685 BRL (31/12/2015 –1.793.685 BRL). On 31 March, 2016, the shareholders of the Bank are: the State of Minas Gerais which, with 89.76% of the capital, has the controlling interest of the Bank; Minas Gerais Economic Development Company – CODEMIG, with 10.24% and that became shareholder as of the last quarter of 2012; and the Minas Gerais State Highway Department / DER-MG which has been shareholder since 1990, when the Bank changed from government agency to corporation with interest of 0.01%. (b) Appropriated retained earnings The appropriated retained earnings, consisting of legal reserve, with calculation basis of 5% on assessed net income, up to the limit of 20% of the capital, presents balance of 14,512 BRL (31/12/2015 – 14,512 BRL). (c) Equity Valuation Adjustment The adjustments recorded are the following: Adjustment at market value (i) Other equity valuation adjustments (ii) (i) Balance on 31/03/2016 Balance on 31/12/2015 (11,182) (105,164) (14,337) (105,164) (116,346) (119,501) The adjustment at market value, net of tax effects, refers to the adjustment of securities BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 124 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com classified in the category available-for-sale bonds. (ii) Other adjustments refer to the recording of costs inherent to the obligation with the benefits to employees and which, by determination of NBC TG 33 (R1)– Benefits to Employees, effective as from January 2013, must be adjusted in the net equity, net of tax effects. (d) Dividends and interest on own capital A minimum dividend equivalent to 1% of the net income of the fiscal year, adjusted under the Brazilian Law of Corporation and the Articles of Incorporation, is guaranteed to the shareholders. For the remuneration of capital to its shareholders, BDMG has a policy of distribution of dividends or payment of interest on own capital consistent with the result assessed in the fiscal year. 17 Capital Management In order to comply with the determinations of Resolution CMN No 3988/2011, BDMG published the internal rules, Resolution No 213 and Instruction No 239, which define the policy and the structure necessary for the management of the Bank’s capital. These rules create guidelines aiming to ensure that the capital, by also meeting the established regulatory requirements, maintains itself in adequate levels so as to permit that the Bank, even if in different scenarios, can reach the constant targets of its strategic planning. The considered scenarios take into account the possible changes in the market conditions, the different operating and administrative activities of the Bank, the economic environment in which it is inserted and the risks to which it is exposed. The Bank, in compliance with the rules mentioned above and considering the definitions for strategic planning, the premises for the proposed scenarios and the projections of the results, prepared the capital plan for the period from 2016 to 2018. The Report on the Description of the Capital Management Structure of BDMG can be consulted in the following address: http://www.bdmg.mg.gov.br/Transparencia/Paginas/demonstracao-financeira.aspx. BDMG, aiming to comply with Resolution CMN No 3988/2011, has an organizational structure of capital management. The capital management structure comprises the following institution departments: Controllership Area, responsible for the preparation of the capital plan and the calculation of capital necessity to cover the credit and operating risks and the consolidation of the information regarding the capital indicators and minimum requirements of capital; Risk Management Area, responsible for performing the calculation of capital needs for covering market risk and for performing stress tests for market risk segments; Planning Area, responsible for describing the institution’s strategy; Financial Area, responsible for relevant information on sources of capital and Internal Audit Area, which should periodically assess the capital management process of the institution. BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 125 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com 18 Regulatory capital The rules for the calculation of regulatory capital establish the obligation of the financial institutions to keep equity compatible with the risk level of its assets, according to the factors of exposure weighting, risk mitigators and factors of credit conversion. Resolution CMN No 4192/2013, together with a new regulatory set, regulated in Brazil as from 01/10/2013 the recommendations of the Basel Committee on Banking Supervision relative to the capital structure of financial institutions known as Basel III. The new outline presented the methodology of regulatory capital assessment and of assessment of capital maintenance with minimum requirements of Reference Assets, level I Reference Assets and of base capital. The assessment of reference assets and the calculation of capital indexes of the Bank are presented as follows: Regulatory capital - minimum requirements Level I reference assets – RA of level I - (a) Base Capital - BC Shareholders’ equity Capital highlighted for operations with the public sector - (b) Reference assets for comparison with the RWA (a-b) Total risk-weighted assets - (RWA) Credit risk (RWAcpad) 19 Balance on 31/03/2016 Balance on 31/12/2015 1,688,180 1,686,491 1,688,180 1,686,491 1,692,050 1,688,696 700,000 700,000 988,180 986,491 6,656,238 6,492,994 5,612,562 5,582,321 Market risk (RWAmpad) 558,217 494,515 Operating risk (RWAopad) 485,459 416,158 Portion for interest rate risk coverage of non negotiable portfolio (Rban) 52,825 30,383 Basel Index (Reference Assets/RWA) 14.85% 15.19% Broad Basel Index (Reference Assets/(RWA + RWA Rban)) 13.74% 14.57% Revenues of credit operations Balance on 31/03/2016 Income of loans and financings Recovered credits 20 168,544 6,133 151,210 3,262 174,677 154,472 Result with bonds and securities and derivative financial instruments BOOK No.12 TRANSLATION No.21 Balance on 31/03/2015 PAGES 077 a 140 126 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Income of fixed-income securities Income of investments in repurchase agreements Losses in investments in investment funds Income of investments in interbank deposits Result in swap operations 21 Balance on 31/03/2016 Balance on 31/03/2015 24,283 12,649 (168) (78,553) 21,329 3,587 (25) 1,134 60,266 (41,789) 86,291 Expenses of financial intermediation Balance on 31/03/2016 Expenses of financial bills Expenses of BNDES and FINAME pass-through operations Expenses of pass-through operations – Other Institutions Expenses of loans abroad Expenses of interbank deposits and repurchase agreements Balance on 31/03/2015 (25,806) (55,526) (1,823) (35,599) (4,165) (27,442) (48,194) (1,499) (110,205) (775) (122,919) (188,115) 22 Administrative expenses, tax expenses, other operating income (expenses) (a) Other administrative expenses Outsourcing services and technical specialists Depreciation and amortization Maintenance and materials expenses Data processing expenses Publicity and communication expenses Travel and transport expenses Rent and infrastructure expenses Other (b) Balance on 31/03/2016 Balance on 31/03/2015 (2,593) (957) (694) (688) (577) (538) (330) (1,177) (3,086) (941) (690) (1,039) (1,354) (429) (282) (1,248) (7,554) (9,069) Balance on 31/03/2016 Balance on 31/03/2015 Tax expenses BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 127 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com PIS and COFINS ISSQN Other (c) (4,386) (452) (473) (6,036) (5,311) Other operating income Income of exchange rate change Revenue of market value adjustment of the hedge object Reversal of various provisions Revenue of equity method Other (d) (4,903) (438) (695) Balance on 31/03/2016 Balance on 31/03/2015 74,752 24,598 991 8 557 3,435 19,514 137 791 100,906 23,877 Other operating expenses Balance on 31/03/2016 Balance on 31/03/2015 Exchange rate change (6,907) (3,720) Expenses with suretyship (6,843) (11) Provisions for tax, labor and employment and civil risks Post-employment benefits – health care plan and life insurance Expenses with bonus and discount on credit operations (4,148) (3,374) (2,577) (2,962) (1,630) (1,910) Post-employment benefits – pension plan (2,512) (2,137) Expenses of the agreement - INDI (746) 165 Expenses of the BDMG Cultural agreement (414) (632) Provisions for co-obligations in rural operations (194) (115) Other long-term benefits Expenses with granted discounts on renegotiations Other 23 Income tax and social contribution (a) Deferred income tax and social contribution (42) (40) (133) (554) (2,262) (1,476) (29,205) (15,969) Balance on Balance on The deferred tax credits present the following balances: BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 128 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Temporary additions (i) Adjustment at market value (Bonds and securities) PIS/COFINS Credit (i) 31/03/2016 31/12/2015 349,086 349.685 9,127 12.216 135 320 358,348 362.221 In view of the publication of the Provisional Presidential Decree 675/2015, converted into Law 13169/2015, which increased the rate of the Social Contribution on Net Income – CSLL from 15% to 20% during the period from 01/09/2015 to 31/12/2018, it was necessary to proceed with the adjustment of recorded amounts of CSLL tax credit. However, due to the increase of the rate having a defined period, the addition of 5% was not recorded on the total balance of temporary differences assessed in the period, but only on the balance payable, projected until the deadline of 31/12/2018. The table below presents the composition of the tax credit of temporary additions related to the provisions which they resulted from: Doubtful receivables COFINS – (change in calculation basis of Law No 9718/1998) Compulsory deposit in the Central Bank (financial charges on deposit) Civil, labor and employment and tax contingencies Change in the calculation basis of PIS/PASEP set forth by Law No 9718/1998 Post-employment benefit Co-obligation with the STN (National Treasury Department) Other Balance on 31/03/2016 Balance on 31/12/2015 213,499 37,699 14,875 6,999 10,203 57,720 2,198 5,893 215,587 37,052 14,406 6,385 10,203 59,234 2,120 4,698 349,086 349,685 The transactions of tax credits in the period are presented in the table as follows: Adjustment at market value Temporary additions PIS / COFINS Credit Total Balance on 31/12/2015 Creation Reversal 12,216 (3,089) 349,685 49,685 (50,284) 320 (185) 362,221 49,685 (53,558) Balance on 31/03/2016 9,127 349,086 135 358,348 The recording of BDMG’s tax credits performed in compliance with Resolution CMN No 3355/2007 considers, in up to 10 years, the expectation of its payment, in view of the positive BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 129 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com tax results present in the projection of results which may undergo changes, once it is estimated based on the internal premises and future economic scenarios. The probable recovery of tax credits resulting from temporary additions is demonstrated as follows: Par value Current value 65,088 53,452 80,472 67,673 22,197 13,933 23,146 8,867 6,959 7,299 59,474 43,380 57,008 41,848 11,982 6,565 9,520 3,184 2,181 1,997 349,086 237,139 Year: 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 The current value of the tax credits was obtained by means of discount of the future flow of recovery at the average rate of fundraising of pass-through funds agreed with BDMG of 14.56% p.a. (31/12/2015 – 14.56% p.a.). On 31 March, 2016, the Bank has remaining balances of tax credit of Income Tax and Social Contribution temporary differences in the amount of 20,478 BRL (31/12/2015 – 18,474 BRL) and 12,287 BRL (31/12/2015 - 11,084 BRL) respectively. These amounts are not recorded once the expectation for its payment exceeds the period of ten years. (b) Reconciliation of income tax and social contribution recorded in the result Income tax Balance on 31/03/2016 Social Contribution Income tax Balance on 31/03/2015 Social Contribution Profit before income tax and social contribution 7,301 7,301 21,330 21,330 Interest on own capital Net additions (exclusions) Creation of provision of contingencies, net of reversals. Taxes with suspended enforceability Creation of provision for doubtful receivables and credit recovery written off as loss, net 4,270 12 4,270 12 2,657 - 2,657 - Effective losses of credit Creation of provision of post-employment benefit (net of reversals) Profit sharing set forth in Articles of Incorporation Result of equity method Exchange rate change – accrual-basis accounting Other Calculation basis Tax according to effective rate Income tax extra Tax incentives BOOK No.12 TRANSLATION No.21 37,647 37,647 23,609 23,609 (41,632) 4,672 (8) 2,435 (41,632) 4,672 (8) 2,366 (8,416) 3,963 (2,529) (8,416) 3,963 (2,562) 14,697 14,628 40,614 40,581 (2,204) (1,464) 91 (2,926) (6,092) (4,055) 404 (6,087) PAGES 077 a 140 130 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Sub-total of income tax and social contribution due Provision for deferred taxes Adjustment of due values in previous years Total provision of due income tax and social contribution Deferred tax credits (net of reversals) on temporary differences Income tax and social contribution in the income statement 24 (3,577) (2,926) (9,743) (6,087) - - (17,366) (10,420) - - - - (3,577) (2,926) (27,109) (16,507) (171) (428) 22,181 13,308 (3,748) (3,354) (4,928) (3,199) Related parties BDMG performed the following transactions with related parties in the fiscal year: Legal entities State of Minas Gerais and directly and indirectly controlled companies: State of Minas Gerais – rendering of services as financial agent of state funds, and the commission earned by the Bank an integrating part of the financial charges of the loan agreements granted with capital from the funds; João Pinheiro Foundation, public institution connected to the State Department of Planning and Management. The Bank, as set forth in its articles of incorporation and in compliance with State Law No 11050/1993, is authorized to donate 5% of the net income of the fiscal year to the Foundation. BDMG has an employee seconded to the foundation, with burden. The expenses of the Bank with this secondment, in the period, amounts to 60 BRL (31/03/2015 – 0 BRL); (a) Minas Gerais Institute of Integrated Development (INDI), a private law legal entity, in the form of a non-profit general partnership company, is connected to the State Department of Economic Development and it is organized as an affiliate company of BDMG which, as the controlling member with 25% of the units of ownership of the capital, accounts for 25% of the company’s annual expenses. This commitment is complied with by the secondment of employees and complementary financial contributions. The Bank’s expenses with INDI, in the quarterly period, amount to 746 BRL (31/03/2015 – 0 BRL); (b) BDMGTEC Participações S.A., a wholly-owned subsidiary created by BDMG in 2012, aiming to have interest in the capital of companies with relevant importance to the development of the State of Minas. On 31 March, 2016, BDMGTEC’s capital amounts to 77.658 BRL (31/12/2015 – 77.658 BRL), of which the amount of 76,584 BRL was subscribed and paid up by the Bank and 804 BRL resulted from the incorporation of the profit of the 2015 fiscal year; (c) DESBAN – BDMG Foundation for Social Security, a non-profit closely held entity of complementary pension, is sponsored by BDMG which, as detailed in Note 28, made disbursements for the Foundation aiming to meet the benefits of pension and health care to its BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 131 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com employees. BDMG has an employee seconded to DESBAN that is responsible for the costs of this employee; (d) The Development Bank of Minas Gerais Cultural Institute – BDMG Cultural, a non-profit association established under civil law, was created by BDMG together with the BDMG Employees Association - AFBDMG for the establishment of a space to stimulate culture in Minas Gerais. The Bank contributes to the maintenance of the BDMG Cultural by means of secondment of employees without any burden to the Institute and contribution of funds which amount to 414 BRL (31/03/2015 – 632 BRL) in the first quarter of 2016. Individuals The individuals, related parties, which form the key Administration staff of BDMG are participants of the Board of Directors, of the Executive Management and of the Superintendence (this latter only in 2015) and in the period they received fees with the following composition: Balance on 31/03/2016 Remuneration (including social contributions charges and benefits) Profit sharing Contribution to the retirement plans and post-employment benefits 25 Balance on 31/12/2015 1,058 7 3,923 43 37 1,065 4,003 Insurance coverage (not revised) The Bank, in order to face eventual losses which may occur with the goods of the fixed assets, it has an insurance in the amount of 62,250 BRL (31/12/2015 – 62,250 BRL). 26 Risk management Financial risk management policy The Risk Management Policy, authorized by the Top Management, establishes guidelines and limits aiming at the identification and mitigation of the Bank’s risks. It is directed to the convergence of methodologies and internal models to the Basel Accords and to the compliance with regulating agencies, aligned with the best practices of risk management. The Bank’s Risk Management aims to mitigate the risks regarding credits, market, liquidity and operations, so as to provide operating efficiency and its results. According to this objective, practices of risk management adequate to the nature and the specificities of the operations performed are adopted by the Bank. BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 132 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com The Bank followed the structure of the management of risks regarding credit, operations, market and liquidity, in compliance with the Resolutions CMN No 3721, of 30/04/2012, No 3.380, of 29/06/2006, No 3464, of 26/06/2007 and No 4120, of 24/05/2012, respectively. The structure of the risk management involves the whole Bank, and it is organized in the following manner: Board of Directors and Supervisory Board, Audit Committee, Internal Audit, External Audit, Executive Management, Credit and Risk Management, General Risk Management (market, liquidity, credit risks and preventing external fraud in granting loans), Internal Control Management (operating risk, compliance, internal controls, prevention of and combating money laundering and financing terrorism and management of internal rules), General Controllership Management (analysis of options of approach for the calculation of capital required and application of the calculation) and other departments (primary responsibility relative to operating risks, compliance and implemented controls). The descriptions of the management structures of these risks, as well as other information on the management are available in BDMG’s site (http://www.bdmg.mg.gov.br). Operating risks The operating risk management policy, in compliance with Resolution CMN No 3380/2006, sets forth the roles, responsibilities and own methodology for the identification, assessment and treatment of the operating risks inherent to the Bank’s activities. Credit risk The credit risk management policy sets forth the limits of exposure to credit risk by client, economic group and of quality of the credit portfolio; decision competence and analysis criteria and credit follow-up, seeking the selectivity of the operations, aiming to minimize the default and its consequences. Liquidity risk The liquidity risk management policy sets forth roles and responsibilities, limits of exposure and reporting levels aiming to prepare the Bank to face adverse scenarios, considering different time horizons. It presents situations of contingency plan activation, which contemplates the set of strategies and measures to be taken, aiming at the reframing the established limits. The policy also foresees the monitoring of the defined action plans and the reporting of the results to the Top Management. Market risk The Market Risk Management (GRM) Policy sets forth roles and responsibilities, operating limits and reporting levels and the means which have to be worked on in order to minimize the effects of this risk in its financial statements, cash flows and the adaptation to the limits of risk exposure. 27 Management of development funds (Not reviewed) BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 133 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com The Bank has a structure addressed to the management of development funds. The balances regarding the equity funds present the following amounts on 31 March, 2016 and 31 December, 2015: Balance on 31/03/2016 State government funds Private funds Other funds 28 Balance on 31/12/2015 3,749,614 290 35,199 3,733,278 290 32,706 3,785,103 3,766,274 Benefits to employees BDMG, as mentioned in Note 2.16 provides the following post-employment benefits to its employees: pension benefits, health care and dental assistance, life insurance and benefit for voluntary redundancy. The recording of these benefits is performed according to the NBC TG 33 (R1) – Benefit to Employees requiring the execution of actuarial analysis in order to base the records of these obligations. The actuarial analysis in force was performed for the 31/12/2015 effective date. (a) Features of the benefit plans (i) Pension plan benefit BDMG is the sponsor of the pension plans in the defined benefit modality and in the variable contribution modality which are managed by DESBAN – BDMG Foundation for Social Security, a non-profit closely held entity. The aim of both plans is to guarantee to its participant employees the complementation of the value of the installments paid by the General Regime of Social Security – RGPS. The pension plan in the defined benefit modality, closed for new participants on 10 November, 2011, is based on the financial regime of capitalization for the calculation and accrual of its reserves; and the plan in the variable contribution modality, established on 13 January, 2011, consists of a defined contribution plan during the savings creation phase, and it is transformed into a defined benefit, due to the guarantee of a lifetime monthly income after the granting. BDMG’s contribution for both plans is limited to the total of the normal contributions by the participants, observing the particularities of each one, in compliance with the contribution equivalence set forth in the Constitutional Amendment No 20/1998. The number of BDMG’s participants in the pension plans is distributed as follows: BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 134 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Balance on 31/03/2016 Plans: Defined Benefit – DB Active Participants Defined Benefit – DB Assisted Participants Variable Contribution - VC Active Participants (ii) Balance on 31/12/2015 249 526 74 250 525 75 849 850 Health and dental care benefit The Health Promotion Program (PRO-SAÚDE) which offers coverage for medical and dental expenses for the active participant employees and their dependents, according to Note 2.16, is managed by DESBAN and it works under the capitalization regime. This benefit is also guaranteed by the Bank to the assisted participants who registered in the plan, in the quality of active participants, until 10/10/2009. (iii) Life insurance BDMG provides group life insurance to active and assisted employees who are interested in this type of benefit. The Bank’s contribution corresponds to 50% of the value of the paid premium. (iv) Voluntary redundancy program This Program, created by the Bank on 14 December, 2011 and ended on 29 January, 2016, aimed at benefitting the employees in retirement condition and who met the requisites established in the Program. (b) Bank’s commitments with the benefit plans In compliance with the obligations regarding the benefit plans, BDMG made the following contributions to the active and assisted employees: Balance on 31/03/2016 Pension Benefit Plan – (DB Defined Benefit) Pension Benefit Plan – (VC Variable Contribution) Health Promotion Program PRÓ-SAÚDE Group Life Insurance Voluntary redundancy Program (i) 2,172 123 1,345 212 - 9,023 469 4,599 919 1,527 3,852 16,537 Transactions of the current value of the obligation with defined benefit BOOK No.12 TRANSLATION No.21 Balance on 31/12/2015 PAGES 077 a 140 135 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com On 31 March, 2016, the net values of the obligations regarding defined benefit plans, according to NBC TG 33 (R1) resulted from the following transactions in the period: (Liability) net on31/12/2015 Cost of the current service Net cost of the interest Pension Benefit Plan -BD Health Promotion Program PRO-SAÚDE Group Life Insurance Voluntary Redundancy Program Total (101,508) (103,815) (9,922) - (215,245) (633) (2,980) (344) (3,242) (24) (299) - (1,001) (6,521) 2,155 (495) 993 197 - (495) 3,345 (102,966) (106,903) (10,048) - (219,917) Cost of past service Expected contributions for administrative expenses Sponsor contributions (Liability) net on 31/03/2016 (Liability) net on 31/12/2014 Cost of the current service Net cost of the interest Cost of past service Expected contributions for administrative expenses Sponsor contributions Remeasurements Return on the plan’s assets, excluding interest Actuarial gains – Changes of premises (salary growth and turnover) Actuarial gain – Changes of premises (discount fee) (Loss) actuarial – Changes of premises (life tables) Actuarial Gain / (Loss) – Experience adjustments (Liability) net on 31/12/2015 BOOK No.12 Pension Benefit Plan -BD Health Promotion Program PRO-SAÚDE Group Life Insurance Voluntary Redundancy Program Total (93,707) (99,439) (11,138) (1,253) (205,537) (9) (4,234) (1,110) (93) (10,841) (11,197) (1,230) 8,972 (1,823) 3,394 (58,359) (781) 5,556 98,778 (199) (5,446) (23,268) (199) (1,823) 14,802 (59,140) 909 1,527 20,439 38 1,077 - 5,594 120,294 (14,368) (4,352) (241) - (33,305) (8,946) 756 (66) (18,961) (41,561) (101,508) (103,815) (9,922) - (215,245) TRANSLATION No.21 PAGES 077 a 140 136 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com (ii) Amounts recorded in the Result The expenses with defined benefit plans are specified in the table below: Balance on 31/03/2016 Health Promotion Program PRO-SAÚDE Pension Benefit Plan -DB Group Life Insurance Voluntary Redundancy Program Total Cost of the current service (633) (344) (24) (1,001) Net cost of the interest Expected contributions for administrative expenses (2,980) (3,242) (299) (6,521) (Expense) recorded in the income statement (i) (495) (3,613) (4,081) (495) (323) - (8,017) Balance on 31/03/2015 Pension Benefit Plan -DB Health Promotion Program PRO-SAÚDE Group Life Insurance Voluntary Redundancy Program Total Cost of the current service (10,841) (11,197) (1,230) - (23,268) Net cost of the interest Expected contributions for administrative expenses - - - (Expense) recorded in the income statement (i) - 3,394 (10,841) (7,803) 3,394 (1,230) - (19,874) (i) The accounting record of the expenses was made in the following manner: 2,131 BRL (31/03/2015 – 2,536 BRL) in the item “Personnel expenses” and 5,886 BRL (31/03/2015 – 5,099 BRL) in the item “Other operating expenses ”. The monthly contributions of the sponsor for the Pension Benefit Plan in the Variable Contribution –VC modality, in the period from January to March 2016, amount to 123 BR (31/03/2015 – 99 BRL). These contributions are recorded on a monthly basis as Personnel Expenses. BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 137 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com (c) Actuarial analyses The actuarial obligations were assessed by an independent actuary using the Projected Unit Credit Method and, on 31 March, 2016, the analyses prepared for the 31 December, 2015 effective date are in force, presented as follows: (i) Net Amount Recorded in the Balance Sheet On 31 December, 2015, the assessment of the net values of the obligations with the defined benefit plans, according to NBC TG 33 (R1), recorded in the balance sheet are: Balance on 31/12/2015 Pension Benefit Plan -DB Health Promotion Program PRO-SAÚDE Obligation regarding Defined Benefit Assets of the Plan (819,237) 717,729 (121,410) 17,595 (9,922) (950,569) 735,324 (Liability) Net Actuarial (101,508) (103,815) (9,922) (215,245) Pension Benefit Plan -DB Health Promotion Program PRO-SAÚDE (832,475) 738,768 (93,707) Group Life Insurance Voluntary Redundancy Program Total Balance on 31/12/2014 Obligation regarding Defined Benefit Assets of the Plan (Liability) Net Actuarial (ii) Group Life Insurance Voluntary Redundancy Program (118,700) 19,261 (11,138) (1,253) (963,566) 758,029 (99,439) (11,138) (1,253) (205,537) Total Allocation of the fair value of the assets of the plan The assets of the plans on 31 December, 2015 are allocated by assets category as follows: 31/12/2015 Pension Benefit Plan - DB Health Promotion Program PRO-SAÚDE Assets category: Government Bonds Private credits and deposits Referenced Investment Funds Shares and stock funds Real estate investments Loans and financings Multi-market Equity Investment Funds Other BOOK No.12 TRANSLATION No.21 57.92% 2.85% 13.65% 4.24% 5.74% 1.71% 1.04% 4.46% 8.39% PAGES 077 a 140 80.49% 9.09% 9.97% 138 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com (iii) Main Premises Used in the Actuarial Assessment The actuarial analyses which present BDMG’s obligations on December, 2015, are based on the following premises: 31/12/2015 Nominal discount rate for the actuarial obligations (1) 12.59% Expected annual nominal rate of return on investments 12.59% Estimated future annual inflation 4.94% Future salary growth nominal rate: BDMG (PCS) 8.21% BDMG (CC) 6.38% Annual Projection of real increase of medical expenses (2) 3.50% Turnover: Less than three years of length of service. 7.31% From three to five years. 0.81% Above five years. General Mortality Rate in Life Table Disability Rate in Life Table Alvaro Vindas downsized by 70%. Death Rate of Disabled in Life Table Configuration of families in pension plan Life expectancy for the calculation of the pension plan welfare factor Winklevoss downsized by 50%. Active: Standard Family Assisted: Actual Family. IBGE 2013 Table. All the participants retire in the 1st eligibility; zero salary growth for the self-sponsored participants. Other Hypotheses Provision for inflation adjustment (1) AT-2000 (Basic table downsized by 10%) downsized by 10% and separated by sex. Of the Salaries: 2.3882% (accrued variation of the IPCA (price index) of 09/11/2015) – Effective date of the September adjustment. Of the granted Benefits: 4.8354% (accrued variation of the IPCA (price index) from 05/2015 to 11/2015) – Effective date of the May adjustment. Applicable only to the Health Care Plan. BOOK No.12 TRANSLATION No.21 PAGES 077 a 140 139 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com (iv) Sensitivity analysis of the defined benefit obligation The changes in the premises which give base to the actuarial analyses can have an effect on the value of the defined benefit obligation. The table below presents, in percentage, how the defined benefit obligation is affected in case changes in the following actuarial premises take place: Changed premise Increase of 0.5% p.a. in the discount rate Downsizing of the life table mortality rate in 1 year Increase of 1% in the salary growth ratel 0.90% N/A N/A N/A 25.60% 4.50% N/A N/A N/A Pension Benefit Plan - DB -4.70% 5.10% 1.50% Health Promotion Program PRO-SAÚDE -6.50% 6.90% 3.10% Group Life Insurance -4.20% 4.60% 1.80% N/A N/A N/A Voluntary redundancy Program (v) Reduction of 0.5% p.a. in the discount rate Increase of 0.01% in the insurance premium rate N/A Increase of 1% in the trend rate of medical costs Projected Cash Flow The actuarial analyses performed for the December 2015 effective date present the following estimates of payments of benefits and contributions by the sponsor for the 2016 fiscal year: Pension Benefit Plan – DB (Defined Benefit) Payment of Expected Benefits Employer’s Expected Contributions Pension Benefit Plan – VC (Variable Contribution) Group Life Insurance 8,639 886 73,013 3,719 886 14,636 63,488 9,551 480 * BOOK No.12 Health Promotion Program PROSAÚDE TRANSLATION No.21 * Voluntary Redundancy Program * PAGES 077 a 140 Total 140 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com Executive Officers Marco Aurélio Crocco Afonso President Luiz Guilherme Piva Vice-President Carlos Fernando da Silveira Vianna Director Carolina Marinho do Vale Duarte Director Otávio Silva Camargo Director Rogério Sobreira Bezerra Director Controllership Department Giovani Rosemberg Ferreira Gomes – Accountant CRC-MG – 075701/O-5 ---------------------------------------------------------------I certify the foregoing is a true and unabridged rendering into English of the document presented to me, typed in 63 pages. In Witness Whereof, I hereunto set my hand and seal, on this 24th day of June, 2016, in the city of Belo Horizonte, Brazil. _______________________________ Thaís Queirós Mattoso Valle Sworn Public Translator Translator’s note: The present translation does not imply in the judgment on the form, authenticity or content of the original document. Characters with space: 134892 Fees Charged: R$ 8.953,15 fifty-three and fifteen) BOOK No.12 (eight TRANSLATION No.21 thousand nine hundred PAGES 077 a 140 and 141 THAÍS QUEIRÓS MATTOSO VALLE TRADUTORA PÚBLICA – SWORN PUBLIC TRANSLATOR INGLÊS - PORTUGUÊS ENGLISH – PORTUGUESE CPF:680.029.476-49 JUCEMG Nº785 Rua Peru 100, Sion Belo Horizonte/MG - CEP-30.320-040 TEL/FAX: 55 31 3547-4505 – CEL: 55 31 9981-0908 e-mail: thamattoso@gmail.com BOOK No.12 TRANSLATION No.21 PAGES 077 a 140