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BANIF SGPS, S.A. – AUDITOR’S REPORT AS AT 31 DECEMBER 2003LEGAL ACCOUNTS CERTIFICATE AND EXTERNAL AUDITOR’S REPORT(CONSOLIDATED ACCOUNTS)Introduction1. Under the terms of the relevant legislation, we are pleased to present the Legal Accounts Certificateand the External Auditor's Report on the Management Report and Consolidated Financial Statementsattached for the financial year ended 31 December 2003 of Banif SGPS, SA, which comprise: theBalance Sheet as at 31 December 2003 (which records a total of 5,711,558 thousand euros and totalshareholders' funds of 345,746 thousand euros, including a net profit of 25,358 thousand euros), theConsolidated Income Statement (by nature and by function), the consolidated statement of cash flowsfor the financial year then ended, and the corresponding notes to the financial statements.Responsibilities2. It is the responsibility of the Directors of the Bank to:2.1. prepare the consolidated financial statements for the financial year which give a true and fairview of the financial position of the group of companies included in the consolidated accounts,the consolidated result of their operations and consolidated cash flows;2.2. to provide historic financial information, which shall be prepared in accordance with generallyaccepted accounting principles and which is complete, true, current, clear, objective and lawful,as required by the Securities Code;2.3. adopt appropriate accounting policies and criteria;2.4. maintain an appropriate system of internal control; and2.5. report on any relevant occurrence which has influenced the activities of the group of companiesincluded in the consolidated accounts, their state of affairs or results.3. It is our responsibility to check the financial information given in the financial statements referred toabove, and to ensure that it is complete, true, current, clear, objective and lawful, as required by theSecurities Code, and to express a professional and independent opinion on such information, on thebasis of our audit.Scope4. Our audit was performed in accordance with the Rules and Recommendations of the Chamber ofOfficial Auditors, and, on a supplementary basis, with International Audit Standards, which requirethat the audit be planned and performed in such a way as to give a reasonable assurance that theconsolidated financial statements are free from, or that they are not free from, material misstatement.To this end our audit included:4.1. checking that the financial statements of the companies included in the consolidated accountshave been correctly audited and, in significant instances where this is not the case examination,on a test basis, of evidence relevant to the amounts and disclosures in the financial statementsand an assessment of estimates, based on judgements and criteria defined by the respectivedirectors, used in preparing the financial statements;4.2. an examination of consolidation operations and the application of the equity method;4.3. an assessment of the suitability of the accounting policies adopted and disclosure of thesepolicies, taking the circumstances into account;F-26
4.4. checking whether or not the going concern principle is applicable;4.5. an assessment of the overall adequacy of the presentation of information in the consolidatedfinancial statements; and4.6. an assessment of whether the consolidated financial information is complete, true, current,clear, objective and lawful.5. Our audit also included checking that the financial information contained in the consolidatedmanagement report corresponding to the other financial statements.6. We believe that our audit gives us a reasonable basis on which to issue our opinion.Opinion7. In our opinion, the financial information contained in the documents referred to above gives a trueand fair view, in all materially relevant aspects, of the state of affairs of the companies included in theconsolidated accounts of Banif SGPS, SA as at 31 December 2003 and the consolidated result of theiroperations and consolidated cash flows in the financial year then ended, in keeping with accountingprinciples generally accepted in Portugal, and that the information which they contain is complete,true, current, clear, objective and lawful.Remarks8. Without affecting our opinion as stated in the preceding paragraph, we wish to draw attention to thefollowing:8.1. The Legal Accounts Certificate and Audit Report for the consolidated accounts for 2002contained a reservation regarding the shortfall in provisions for other risks and charges inrelation to liabilities deriving from irregularities at a branch of Banif – Banco Internacional doFunchal, SA, detected after the close of the accounts. As stated in § 17 c) of the Notes to theFinancial Statements, the losses incurred as a result of such irregularities are recorded in fullin the financial statements for 2003, in the Income Statement account for Extraordinary Losses,meaning that such reservation is no longer applicableLisbon, 10 March 2004Ernst & Young Audit & Associados – SROC, SARegistered with the Stock Market Board under no. 9011Represented by:Alfredo Guilherme da Silva GândaraF-27
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OFFERING CIRCULARBANIF - BANCO INTE
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IMPORTANT NOTICESEach of Banif - Ba
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DOCUMENTS INCORPORATED BY REFERENCE
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date and the amount of the first pa
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(Taxation)) pay such additional amo
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in fact done so and no successor cl
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TERMS AND CONDITIONS OF THE NOTESTh
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“Coupon Sheet” means, in respec
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“Interest Period” means each pe
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the Relevant Screen Page in the rel
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In the event of the liquidation, ba
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(A)(B)“Assets” means the total
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(d)ISDA Determination: If ISDA Dete
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on giving not less than 30 nor more
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that currency (in the case of a ste
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(B)Events of Default relating to Su
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amount of the outstanding Notes for
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(C)new Notes and Coupons denominate
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[(ii) Net proceeds: [ ] (Required o
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(vi)(vii)Party responsible for calc
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22. Put Option [Applicable/Not Appl
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RESPONSIBILITYThe Issuer [and the G
Page 48 and 49: (c)a Temporary Global Note (or any
Page 50 and 51: DESCRIPTION OF THE ISSUERS AND THE
Page 52 and 53: The company formally known as Banif
Page 54 and 55: per cent. of total net assets again
Page 56 and 57: The following table shows the capit
Page 58 and 59: corporate finance, capital markets,
Page 60 and 61: Capital and SharesOn 29 December 20
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Page 64 and 65: PortugalNotes issued by BanifBanif
Page 66 and 67: which the directive is to be applie
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Page 70 and 71: GENERAL INFORMATIONListingApplicati
Page 72 and 73: Index to Financial Statements and A
Page 74 and 75: 31 December 31 December2003 2002111
Page 76 and 77: Balance SheetFINANCIAL STATEMENTS A
Page 78 and 79: Income Statement30 June 30 June2004
Page 80 and 81: 31 December 31 December2003 2002111
Page 82 and 83: Balance SheetFinancial statements a
Page 84 and 85: Income Statement30 June2004111112Eu
Page 86 and 87: 31 December2003111112EurLiabilities
Page 88 and 89: Balance SheetBANIF MADEIRAFINANCIAL
Page 90 and 91: Income Statement30 June2004111112Eu
Page 92 and 93: 31 December2003111112EurLiabilities
Page 94 and 95: BANIF - BANCO INTERNACIONAL DO FUNC
Page 96 and 97: BANIF - BANCO INTERNACIONAL DO FUNC
Page 100 and 101: BANIF SGPS, S.A.LEGAL ACCOUNTS CERT
Page 102 and 103: BANIF SGPS, S.A.REPORT AND OPINION
Page 104 and 105: LIMITED REVISION REPORT MADE BY AN
Page 106 and 107: LIMITED REVISION REPORT MADE BY AN
Page 108 and 109: REGISTERED OFFICE OF THE ISSUERSBan
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