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Banco Votorantim S.A. Earnings Presentation 4 th Quarter, 2012
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Page 1: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

Banco Votorantim S.A. Earnings Presentation

4th Quarter, 2012

Page 2: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

1

Disclaimer

Disclaimer

“Certain statements made in this presentation may not be based on historical information or facts. This presentation therefore contains, or may be deemed to

contain, “forward looking statements” (within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended), including those relating to the general business plans and strategy, future financial condition and results and growth

prospects of Banco Votorantim S.A. (“Banco Votorantim” or the “Company”), and future developments in its industry and its competitive and regulatory

environment. By their nature, forward‐looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or

may not occur in the future and are based on assumptions, data or methods which, although considered reasonable by the company at the time, may turn out to

be incorrect or imprecise, or may not be possible to realize. Accordingly, actual results may differ materially from these forward‐looking statements due to a

number of factors, including future changes or developments in the Company‟s business, its competitive environment, technology developments and political,

economic, legal and social conditions in Brazil.

Forward looking information is not merely based on historical fact but also reflects management‟s objectives and expectations. The Company can give no

assurance that expectations disclosed in this presentation will be confirmed. The words “estimate”, “believe”, "anticipate", “wish", "expect", “foresee", “intend",

"plan“, "predict", “forecast", “aim" and similar words, written and/or spoken, are intended to identify affirmations which, necessarily, involve known and unknown

risks. Known risks include uncertainties which include, but are not limited to, interest rates, product competition, market acceptance of products, the actions of

competitors, regulatory approval, currency type and fluctuations, monetary policy, among others.

This presentation is based on events up to December 31st, 2012. The Company or any of its affiliates take no responsibility or liability to update the contents of

this presentation in the light of new information and/or future events.

Banco Votorantim and/or any of its affiliates do not accept and take no responsibility, whatsoever, direct or indirect, for transactions or investment decisions

made on the basis of information contained in this presentation.

Banco Votorantim may alter, modify or otherwise change in any manner the contents of this presentation, without the obligation to notify any person of such

revision or changes.

This presentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities. Neither this presentation nor

anything contained herein shall form the basis of any contract or commitment whatsoever. Recipients of this presentation are not to construe the contents of this

summary as legal, tax or investment advice and recipients should consult their own advisors in this regard.

The market and competitive position data, including market forecasts, used throughout this presentation were obtained from internal surveys, market research,

publicly available information and industry publications. Although the Company has no reason to believe that any of this information or these reports are

inaccurate in any material respect, the Company has not independently verified the competitive position, market share, market size, market growth or other data

provided by third parties or by industry or other publications and therefore does not make any representation as to the accuracy of such information.

This presentation and its contents are proprietary information and may not be reproduced or otherwise disseminated in whole or in part without the Company‟s

prior written consent.”

Page 3: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

2

Success in implementing the Change Agenda indicates that

2013 will have substantially better results

Executive summary – Message from the CEO

4Q12 results once again confirmed concrete advances in the implementation of the Change Agenda

• Excellent quality of Consumer Finance production after Sept/11, which allowed us to gradually increase origination

volumes, regaining market leadership in the used auto finance market in 4Q12

• Consistent drop in delinquency¹(NPL) in Cons. Finance’s light vehicles loan portfolio (Dec/12: 7.7%; Sept/12: 9.1%)

• New reduction in allowance for loan losses (ALL) expenses. Reduction of 34% (or R$397 million) in Consumer

Finance‟s ALL expenses in 4Q12 vs. 3Q12 – third consecutive quarterly reduction

• Continuous governance improvement and efficiency gains

These important achievements in our Change Agenda were also accompanied by significant advances in all of the main

businesses in 2012 – Consumer Finance, Wholesale and Wealth Management

The combination of this strong operating performance of business areas and the significant reduction in ALL expenses

allowed Banco Votorantim back to reporting positive Net Financial Margin in 4Q12

However, as previously disclosed to the market, our 4Q12 results were still impacted by: (i) delinquency of auto finance

portfolios originated between July/10 and Sept/11; (ii) entry into force of Bacen’s Resolution 3,533; (iii) 45% reduction

in the volume originated by Consumer Finance; and (iv) increase of the Coverage ratio²

Even in view of these factors, consolidated results showed new improvement in relation to the previous quarter (R$-

358M in 4Q12; R$-497M in 3Q12), confirming the trend of progressive improvement in the results

Additionally, we continued to strengthen the quality of our credit risk, adopting conservative policies in Liquidity,

Funding and Capital management

In 2013, we will continue advancing in all fronts of our Change Agenda in order to complete the structural adjustment

process and resume growth with profitability in a sustainable way. The success already show in implementing the

Change Agenda during 2012 indicates that 2013 will be a year of substantially better results

1. Operations past due over 90 days; 2. Ratio between ALL balance and balance of operations past due over 90 days

Page 4: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

3

Banco Votorantim and the implications of the economic-regulatory context

Businesses and Change Agenda advances

Annexes – Financial highlights

Agenda

Page 5: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

4

63

86

93

121

143453

673

742

901

1.046

Citibank

BTG Pactual

Safra Votorantim

HSBC Santander

CEF

Bradesco

Itaú Unibanco

Banco do Brasil

21

23

42

48

57183

254

309

324

448

Bradesco

Itaú Unibanco

CEF

Banco do Brasil

Volkswagen

Votorantim² Santander

Banrisul

Safra

HSBC

Banco Votorantim is one of the leading players in Brazil... 3rd largest privately-held Brazilian bank in total assets and loan portfolio

Banco Votorantim is the 3rd largest privately-

held Brazilian bank in total assets...

...and is well-positioned to consolidate itself

as one of the largest banks in Brazil

Banco Votorantim – Overview

Largest Financial Institutions - Assets (R$B)¹

...and also in terms of loan portfolio...

Largest Financial Institutions – Loan Portfolio (R$B)¹

1. Excluding BNDES (state-owned development bank); figures as of Sept/12, except for Banco Votorantim (Dec/12); 2. Considers BV‟s own portfolio (excluding securitization); 3. Includes credit assignments with recourse Source: Banco Votorantim; Bacen; Anbima

Diversified business portfolio

• Wholesale Banking

– “Top 5” in credit for large enterprises

• Consumer Finance

– Among the leaders in used auto finance

– 6th largest player in payroll loans³

– ~ 5.6 million customers

• Wealth Management

– 9th largest asset manager by Anbima‟s managers‟

ranking: R$47.3B in AuM

Strategic partnership with Banco do Brasil, the largest

financial institution in Latin America

Strong and committed shareholder base

• Banco do Brasil and Votorantim Group

Low fixed-cost business model

• Extensive third-party distribution network in Consumer

Finance (vs. branches)

+

Shareholder

50% total

State-owned

Foreign

National privately-held

National privately-held

Foreign

State-owned

Page 6: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

5

...and has a diversified business portfolio, internally

divided into Wholesale and Consumer Finance

Banco Votorantim – Corporate strategy

Shareholders

Pillars

Cons. Finance² Wholesale

Auto

Finance

Among the top players

in the market,

enhancing partnership

with BB

Focus on used auto

finance

(multi-brand dealers)

Partner with BB in new

auto finance

(new car dealers)

Other

businesses Increase profitability in

individual loans, with

focus on INSS

payroll loans

Continue to grow in

credit cards

Expand insurance

brokerage revenues

(e.g. Auto)

Corporate &

IB (CIB)

Wealth

Management

Middle

Market

Continue to grow with

quality in this segment

of mid-sized

companies, gaining

scale and efficiency

Focus on

relationships and

operational agility

Enhance product

offering

9th largest asset

manager, with

innovative products

Private Bank focused

on estate planning,

offering customized

solutions, with an

open architecture

Continuously expand

synergies with BB

Position CIB as a relevant partner, by building agile and

long-term relationships, as well as offering integrated

financial solutions (IB, derivatives,

structured products and distribution), suitable for each

client

Banco do Brasil Votorantim Group +

1. Expanded loan portfolio: includes guarantees provided and private securities; 2.Consumer Finance‟s own loan portfolio totaled R$37.4B in Dec/12, besides R$11.4B in credit assignments ((including R$9.0B with recourse and R$2.4B in FIDCs of which Banco Votorantim owns 100% of subordinated shares)

R$37.4B R$41.3B

R$78.8B

X Expanded¹ loan portfolio

Page 7: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

6

Shared governance between the shareholders Board of Directors‟ Chairman position alternates annually between shareholders

• Gestão profissional com executivos experientes

Name Position Shareholder

José Ermírio de Moraes Neto Chairman Votorantim Finanças

Aldemir Bendine Vice-Chairman Banco do Brasil

Ivan de Souza Monteiro Director Banco do Brasil

Marcus de Camargo Arruda¹ Director Votorantim Finanças

Paulo Rogério Caffarelli Director Banco do Brasil

Wang Wei Chang Director Votorantim Finanças

Name Position

João Roberto Gonçalves Teixeira CEO

Alvaro Jorge Fontes de Azevedo Executive Officer

Elcio Jorge dos Santos Executive Officer

Marcos L. Monteiro Executive Officer

Pedro Mollo Neto Executive Officer

Ricardo Arruda Executive Officer

Robert John van Djik Executive Officer

Governance Structure

Banco Votorantim – Corporate Governance

Board of Directors

Executive Committee

1. Deceased in August/12; new member will be elected in the Annual General Shareholder‟s Meeting to be held in April/13

• Equal representation of each shareholder

• 2-year term of office, and annual Chairman/Vice-Chairman

rotation between the two shareholders

• Decisions are made by absolute majority, with no “casting vote”

Board of

Directors

Operating Committees

Executive

Committee

Communication

Credit

Business

Products

Human Resources

Technologies

Tax

Sustainability

ALM, Risks & Capital

Internal Controls

Ombudsman

Expenses (CAAD)

Projects

Fiscal Council

Audit

Committee

Compensation

& HR

Statutory

Products &

Marketing

Finance

Equal representation of each shareholder

Page 8: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

7

In 2012, the financial industry faced relevant changes in

the economic-regulatory context

Deceleration of economic activity

• Moderation in the pace of credit expansion

Rise in delinquency (Indiv. and Entities)

• Auto finance: 6.1% in May/12, all-time record

Reduction in interest rates, spreads and tariffs

• Individual‟s average interest rate dropped

~920 bps in 2012 (Dec/12: 34.6%; Dec/11:

43.8%)

Effectiveness of Res. 3,533 since Jan/12

• Changed the rules for recording credit

assignments with recourse

• Impacted the securitization market and

operations of banks acting on it

90-day delinquency (%) – Bacen

Legal

Entities

Auto

finance

Total

Individuals

Dec/12

4.0

5.3

7.9

June/12

4.0

6.0

7.8

Dec/11

3.9

5.0

7.4

June/11

3.8

6.4

Dec/10

3.5

2.5

5.7

Off balance credit assigments¹ byBanco

Votorantim (R$B)

FI assign.

Dec/11

11.4

FIDC assign.

Dec/12

11.1 9.1

2.4 2.4

Dec/09

20.5

15.4

5.2

6.1

Dec/10

13.5

4.9 1.2

1. Includes credit assignments with recourse for other financial institutions (FI) and credit assignments for FIDCs (“Fundos de Investimento em Direitos Creditórios”) of which Banco Votorantim owns 100% of the subordinated shares; 2. Before early settlement and allowance for loan losses expenses

Gross² results from credit

assignments (R$M) 2,244 37

BV initiates its

restructuring process

Examples of economic-regulatory changes

1

2

3

4

Economic-regulatory changes

Page 9: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

8

Banco Votorantim and the implications of the economic-regulatory context

Businesses and Change Agenda advances

Annexes – Financial highlights

Agenda

Page 10: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

9 9

June/12

1.1

Dec/12 Dez/11

1.0

June/11 Dec/10

2.1

June/10 Dec/09

1.5

June/09

1.1

Consumer Finance originated record quality operations Excellent quality of recent vintages allowed gradual increase in production

BV Financeira ended Dec/12 as the #1 used auto

finance player, with ~20% of market share

Record quality

vintages

64% 71% Multi-brand

dealers/total

Focus on

multi-brand

dealers

New car dealers (R$B)

Multi-brand dealers (R$B)

1st installment delinquency ("Inad 30")

78%

Consumer finance – Production

1. Includes CDC – vehicles and vans (excludes leasing); 2. % of each month‟s production with first installments past due over 30 days

Light vehicles1 – Origination by channel (R$B) and first installment delinquency2 (%)

Vintages indicating lower quality

Page 11: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

10

June/12

24.5

Mar/12

26.8

Dec/11

26.4

Dec/10

24.6

Dec/12

23.5

Sept/12

24.1

Quality of recent vintages is due to the strict criteria

adopted for credit concession

NPL 90 days by vintage, 4 months after

concession – Auto finance (%) Auto production average interest rate (%p.y.)

Auto production – tenor and down payment Auto finance origination – by payment plan

84% 84%100% 100% 100%100%

16%16%

4Q12 3Q12 2Q12 1Q12 4Q11 4Q10

Other plans 60 months, no down payment

32% 38% 41% 41% 44% 42%

444446464752

4Q12 3Q12 2Q12 1Q12 4Q11 4Q10

Average tenor (months) Down payment %

M

11

2.7

D

10

S J M

10

D

09

0.5

J F A M

12

Month of

concession A

0.3

J J M J

12

0.6

D

11

S

Consumer finance – Quality of production

Market¹

BV Financeira

1. Data published semiannually in Bacen‟s Economic Stability Report (“Relatório de Estabilidade Econômica”); updated data was not available by the preparation of this presentation Source: BVF, Bacen

Higher than the SFN:

19.9% in Dec/12

Page 12: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

11

Vintages of better quality already represent 38% of the loan

portfolio, helping reduce auto finance delinquency

Vintages of better quality already represent

38% of the auto finance loan portfolio...

Note: Banco Votorantim reports quality indicators for its managed loan portfolio because it is responsible for the risk of off balance credit assignments with recourse and for FIDCs 1. Includes credit assignments with recourse for other financial institutions (FI) and credit assignments for FIDCs (“Fundos de Investimento em Direitos Creditórios”) of which Banco Votorantim owns 100% of the subordinated shares; 2. Operations past due over 90 days; 3. According to Bacen‟s Res. 2,682 criteria

30% 26% 22% 19% 15%

62%59%

57%

52%

47%

8%15%

21%29%

38%

June/12 Mar/12

Until

June/10

Dec/12 Sept/12

After

Sept/11

100%

Dec/11

July/10-

Sept/11

...and have contributed to the reduction of

auto finance delinquency

7.7% 7.8%

Dec/12

8.7%

Sept/12

5.9%

Mar/12 June/12 Dec/11

8.7%

E-H NPL³ – managed¹ auto finance loan portfolio (%)

9.1%

Sept/12

7.7% 9.5% 8.9%

Mar/12 Dec/11 Dec/12 June/12

7.4%

90-day NPL² - managed¹ light vehicle loan portfolio (%)

Consumer finance – production

Auto finance loan porfolio¹ by vintage (%)

Page 13: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

12

Cons. Finance’s ALL expenses reduced 34% in 4Q12 QoQ Despite the ALL reduction, there was a new increase in the consolidated coverage ratio

ALL expenses dropped for the third

consecutive quarter

Note: from 3Q12, the income from the recovery of write-offs to loss started to be allocated as part of “ALL Expenses”, adjusting both ALL and Total Revenues previous figures

1. Ratio between ALL balance and balance of operations past due over 90 days

The consolidated coverage ratio reached 100%

in Dec/12 (80% in Dec/11)

ALL and Coverage ratio

770

146

124119

119

182

Consumer

Finance

Wholesale

4Q12

951

3Q12

1,286

1,167

2Q12

1,398

1,279

1Q12

1,456

1,332

4Q11

1,294

1,147

∆ 4Q12/

3Q12

-34%

-26%

Dec/12

99.9%

Sept/12

93.1%

June/12

87.4%

Mar/12

84.1%

Dec/11

80.0%

2,854 2,238 -22%

Allowance for loan losses (ALL) expenses (R$M) Consolidated coverage ratio¹ (%)

Page 14: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

13

Examples of initiatives for cost reduction and greater

efficiency implemented in 2012

• Adequacy of organizational structures to the new

level of origination in Consumer Finance

• Integration of corporate areas – Legal, Risks,

Finance, HR, Operations and Technology, that used to

act in a separate way in the past

• Adjustment in the commissions paid to distribution

channels (auto finance and payroll loans)

• Implementation of a new compensation policy

• Rationalization of rent expenses, e.g.:

– Space reduction on the sites Rochaverá, Berrini and

Paulista

• Revision of expenses with advisory, telephony,

media, events, travel and sponsorships, etc

Efficiency: important restructuring and cost reduction

initiatives impacted non-interest expenses in the short-term

Adopted initiatives shall lead to a

reduced cost base in 2013 YoY

Excluding contingencies, non-interest

expenses increased only 2.7% in 2012 YoY

Non-interest expenses

1. Other operating and other tax (Federal, state and local taxes (excludes ISS, PIS and Cofins)); 2. Expenses with provisions for civil and labor contingencies

Level of non-interest expenses

in 2013 shall be lower than in 2012

Non-interest expenses

859 978

694

3,346

+15.7%

Admin.

Personnel

Contingencies²

Others¹

2012

1,572

2011

2,893

1,545

310

Non-interest expenses excluding contingencies

859 978

2,652 +2.7%

Admin.

Personnel

Others¹

2012

1,572

2011

2,582

1,545

Page 15: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

14

Wholesale businesses also maintained their good

performance in 2012, with consistent income generation

Note: the first series of CART debentures was the first major long-term infrastructure debenture issue under Law 12.431/11 1. Net of credit recovery; 2. Includes banking fee income; 3. Anbima‟s ranking (Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais) Source: Anbima

Wholesale

+10%

2012

479

2011

437

946 986

415543ALL

expenses¹

+12%

2012

1,530

Net margin

2011

1,362

Banco Votorantim continues well

positioned in Local Fixed Income

Wholesale shall keep reporting good results

in all its businesses in 2013

Local Fixed Income operations – 4Q12

In 2012, Wholesale’s net

income grew 12% YoY...

CRA – 4-year

R$ 50,000,000

Leading Coordinator

Nov/2012

Debentures – 5 and 7-year

R$ 293,985,000

Leading Coordinator

Nov/2012

Debentures – 12-year

R$ 750,000,000

Coordinator

Dec/2012

Promissory Note – 180-day

R$ 100,000,000

Leading Coordinator

Sept/2012

Debentures – 5-year

R$ 130,000,000

Coordinator

Nov/2012

Promissory Note – 60-day

R$ 36,000,000

Leading Coordinator

Nov/2012

...and fee income generation

increased 10%

Net interest income (R$M) Fee income² (R$M)

Banco Votorantim‟s distribution rankings³ in 2012:

• 6th place – Local Fixed Income

• 2nd place – FIDC and Securitization

• 4th place – CRI

Page 16: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

15

Focus on opportunities related to infrastructure

investments and the growth of capital markets

Wholesale: expanded¹ loan portfolio

reached R$41.3B in Dec/12 Corporate & IB (CIB) highlights

1. Includes guarantees provided and private securities; 2. Ratio between ALL balance and balance of operations past due over 90 days; 3. Operations past due over 90 days

Wholesale – CIB and Middle Market

Middle Market highlights

CIB and Middle Market have reinforced their focus on

profitability, and kept conservatism in credit provisions

More disciplined capital allocation (focus on profitability)

Focus on clients with annual revenues exceeding R$600M

Improved relevance to customers, through strengthening of

the product platform. 2012 highlights:

• Derivatives (hedge): “Top 10” in CETIP‟s ranking

• Investment Bank: 42 Fixed Income (R$27.0B) ; 3 Equities

(R$1.4B), and the announcement of 7 M& A operations (R$4.4B)

• Solid performance in Project Finance and Corporate Finance

• “One-stop-shop Project Structuring factory”

Focus on profitability (vs. growth)…

• Cautious loan portfolio expansion

• Delinquency³ levels below market average (3.1% in Dec/12)

… and on clients with annual revenues above R$50M

Corporate

(CIB)

Middle

Market

2012

41.3

2011

39.2

31.8

9.5

30.2

9.0

2010

37.2

31.3

5.9

2009

35.6

33.4

2.1

‟12/‟11

5.5%

5.4%

5.5%

Coverage ratio² 185%

Wholesale expanded¹ loan portfolio (R$B)

Page 17: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

16

Private Bank highlights

VWM&S reached R$47.3B in assets under management Partnership with BB was enhanced and consistent performance was recognized

Wealth Management expanded 10% in 12 months

and VAM established itself as 9th largest Asset¹ Asset Management highlights

1 Votorantim Asset Management „s(VAM) position in Anbima‟s managers‟ ranking ; 2. Includes Treasury, Brokerage and offshore products; 3. Total assets by the end of Dec/12 Source: Banco Votorantim; Anbima

Brazil’s 9th largest asset manager – Anbima‟s managers‟

ranking

Enhanced synergies with BB: assets from funds structured in

partnership reach R$3.3B³

• Demand for “BB Progressivo II”, a R$1.6B real estate fund,

exceeded R$20B

VAM’s consistency of performance was highlighted in

major 2012 rankings

• “Guia Exame de Investimentos Pessoais 2012” (Personal

investments)

• “Star Ranking da Valor Investe / S&P”

11% growth in assets under management (AuM)

ISO 9001:2008 Certificate for the scope of Relationship,

Wealth Management and Advisory

Focus on estate planning via customized solutions, with

an open architecture concept

Wholesale – Wealth Management

VWM&S aims at being one of the best in structuring and

managing high value-added products

2008

22.9

2010

47.3

19.1

31.4

2009

43.0

2011 2012

+10%

13th Anbima¹

ranking 9th

VWM&S assets under management²(R$B)

Page 18: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

17

Summarizing, great progress was made in the Change

Agenda during 2012, with full support from Shareholders

Change

Agenda

Production

Quality

Credit: improvement of credit policies, processes and models

• Incorporation of new variables into credit models (e.g.: BB‟s internal ratings; Serasa Experian)

• Implementation phase of the new “credit motor” (FICO® Blaze Advisor®) – will allow increase in automated

credit decisions and expansion in the capacity of risk discrimination

Profitability: adaptation of origination volumes and commissions paid to distribution channels

Operating model:

• Origination to Banco Votorantim: intensified focus on multi-brand dealers (used auto finance);

• Origination to BB: in 2013, implementation of the model for direct origination to BB (“BV Originadora”)

Handling of

the Stock

Credit collection: revision and intensification of collection processes, with more segmented action

• New collection platform was acquired (named Cyber Financial)

• Coverage ratio¹: gradual increase of the Consumer Finance indicator (90% in Dec/12 vs. 70% in Dec/11)

Efficiency

and

Governance

Structure: integration of corporate areas and adaptation of structures to the new level of origination

Compensation: revision of the internal compensation model and of incentives to distribution channels

Talents: attraction of market experienced professionals and appreciation of internal talent

Processes and controls: strengthening of internal controls and improvement in policies and processes (e.g.:

downgrading initial ratings for auto finance)

Progress made in the Change Agenda during 2012 – examples

Change Agenda

In 2013, Banco Votorantim will complete its process of

structural adjustment, started in 4Q11 1. Ratio between ALL balance and balance of operations past due over 90 days

Page 19: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

18

Even with all the improvements, results in 2012 were

impacted by four main factors

Delinquency and Coverage

Fee income - Cons. Finance Expenses with contingencies4

(R$B)

(R$M) (R$M)

+47%

2012

4,548

2011

3,092 556

809

-31%

2012 2011

70% 78% 90%

9.5

June/12 Dec/11

7.4

Dez/12

7.7

(R$M)

1. Includes credit assignments with recourse for other financial institutions (FI) and credit assignments for FIDCs (“Fundos de Investimento em Direitos Creditórios”) of which Banco Votorantim

owns 100% of the subordinated shares; 2. Ratio between ALL balance and balance of operations past due over 90 days; 3. Impact on the Net interest income before early settlement expenses

and credit provisions; 4. Provisions for civil and labor contingencies

Change Agenda

ALL expenses – Cons. Fin.

Gross results from credit

assignments³

Resolution 3,533

• Effective since Jan/12

• Changed the rules for recording

credit assignments with recourse

– Revenues cannot be recognized

by the time of the assignment

• BVF keeps responsible for

expenses with the early settlement

of credits assigned until Dec/11

(2012: R$394M)

37

2011 2012

2,244

(R$M)

1 e 2

Cons. Finance² Cov. Ratio

Auto finance delinquency¹ (%)

3

Consumer finance origination

4

694

310

+124%

2012 2011

Others

-45%

2012

15,0

Auto

finance 11,4

3,6

2011

27,3

21,1

6,2

• Reduced origination

– Focus on both quality and

profitability of new vintages

• Adaptation of organizational

structures to the new

origination levels

Page 20: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

19

Total revenues (Net interest income, Fee income and Other revenues) Allowance for loan losses (ALL) expenses

Non-interest expenses (Personnel, Administrative, Operating and Other tax¹) Net income and Net financial margin

R$ million

4Q12 results kept trajectory of gradual improvement With a significant 34% reduction in Consumer Finance‟s ALL expenses and positive Net margin

Consolidated results

770

Consumer

Finance

Wholesale

4Q12

951 182

3Q12

1,286

1,167

119

2Q12

1,398

1,279

119

1Q12

1,456

1,332

124

4Q11

1,294

1,147

146

-358-497-536

-597

205

-299-320-392

4Q12 3Q12

-166

2Q12 1Q12 4Q11

-643³

4Q12

1,563

3Q12

1,403

2Q12

1,354

1Q12

1,365

4Q11

1,168

Net financial margin Net income (R$M)

2,854 2,238 -22%

433 362 372 395 443

209235 244 221

279

181250

183139Personnel

Administrative

Contingencies²

Others

4Q12

1.001 30

3Q12

829 30

2Q12

773 18

1Q12

742

122 23

4Q11

823

∆ 4Q12/

3Q12

-34%

-26%

Note: from 3Q12, income from the recovery of write-offs to loss started being allocated as part of “ALL expenses”, therefore both ALL and Total revenues previous figures were adjusted

1. Federal, state and local taxes (excludes ISS, PIS and Cofins); 2. Expenses with provisions for civil and labor contingencies; 4. 4Q11 changed according to accounting reclassification

Page 21: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

20

In this context, Banco Votorantim kept on strengthening the

quality of its credit risk

Banco Votorantim – credit risk quality

Liquidity Free cash continues at conservative levels – above historic average

~R$7B stand-by credit facility from Banco do Brasil, which has never been tapped

Funding

After successfully extending the average funding tenor, with reduction of the maturity

mismatch between assets and liabilities, moderation in the loan portfolio’s growth

substantially reduced the need for additional funding

• Favorable context allows greater focus on the reduction of funding costs

Coverage

Ratio¹

Wholesale: Coverage Ratio maintained at higher levels (Dec/12: 185%)

Consumer Finance: gradual Coverage Ratio increase in 2012 (Dec/12: 90%; Dec/11: 70%)

Capital

Basel Ratio of 14.3% in Dec/12 (14.1% in Dec/11), with a 9.3% Tier I ratio

Maintenance of the capital structure at adequate levels, as set out in the

Shareholders’ Agreement

Strengthening of Banco Votorantim‟s credit risk quality – examples

1. Ratio between ALL balance and balance of operations past due over 90 days

Success in the implementation of the Change Agenda during

2012 indicates a year of 2013 with substantially better results

Page 22: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

21

Banco Votorantim and the implications of the economic-regulatory context

Businesses and Change Agenda advances

Annexes – Financial highlights

Agenda

Page 23: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

22

Financial highlights Reduced allowance for loan losses in 4Q12 contributed to positive Net Financial Margin (+R$205M)

Total revenues (Net interest income, Fee Income and Other Operating Income) Allowance for loan losses expenses

Financial highlights

Non-interest expenses (Personnel, Administrative, Operating and Other Tax¹) Net income and Net financial margin

R$ million

770

-26%

Consumer

Finance

Wholesale

4Q12

951 182

3Q12

1,286

1,167

119

2Q12

1,398

1,279

119

1Q12

1,456

1,332

124

4Q11

1,294

1,147

146

-358-497-536

-597

205

-299-320-392

2Q12 1Q12 4Q11

-643³

4Q12 3Q12

-166

+11%

4Q12

1,563

3Q12

1,403

2Q12

1,354

1Q12

1,365

4Q11

1,168

433 362 372 395

209235 244 221

279

181

443

250

183139

Administrative

Personnel

Contingencies²

Others

4Q12

1,001 30

3Q12

829 30

2Q12

773 18

1Q12

742

122 23

4Q11

823

Net income (R$M) Net financial margin

Note: from 3Q12, the income from the recovery of write-offs to loss started to be allocated as part of “ALL Expenses”, adjusting both ALL and Total Revenues previous figures

1. Federal, state and local taxes (excludes ISS, PIS and Cofins); 2. Expenses with provisions for civil and labor contingencies; 3. 4Q11 amended according to accounting reclassification

Page 24: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

23

Dec/12

51.0

Sept/12

52.6

June/12 Mar/12

43.7

Dec/11

39.3

49.0

Note: criteria for calculating the efficiency ratio was revised in Dec/12, and is reflected in the graph‟s history

1.Ratio between (a) the sum of Personnel and Other administrative expenses and (b) the sum of Net interest income, Fee income, Other operating income/expenses

1Q12

4.2 4.3

4Q11

3.3

2Q12

4.4

4Q12 3Q12

4.4

Net Interest Margin – NIM (% p.y.) Efficiency ratio1(%) – last 12 months

Financial highlights

ER impacted by the reduction in

Income from credit assignments

Financial highlights

Page 25: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

24

47.3 +4%

Dec/12 Sept/12

45.6

June/12

43.2

Mar/12

44.6

Dec/11

43.0

Expanded¹ managed² loan portfolio

Total assets Assets under management

Loan portfolio

121.0 +8%

Dec/12 Sept/12

111.6

June/12

113.6

Mar/12

113.5

Dec/11

111.9

Financial highlights Off balance credit assignments with risk retention tend to zero because of Bacen‟s Res. 3,533

-3%

Expanded¹

loan portfolio

Off balance

securitization

Dec/12

90.1

78.6

11.4

Sept/12

92.6

79.2

13.4

June/12

95.7

80.3

15.4

Mar/12

97.6

79.6

18.0

Dec/11

97.4

76.8

20.5

Dec/12

-2%

57.0

Sept/12

58.1

June/12

58.8

Mar/12

58.8

Dec/11

58.7

Financial highlights

R$ billion

1 Includes credit assignments with recourse for other financial institutions (FI) and credit assignments for FIDCs (“Fundos de Investimento em Direitos Creditórios”) of which Banco Votorantim owns 100% of the subordinated shares

Page 26: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

25

Expanded managed loan portfolio by segment

Expanded loan portfolio (Includes guarantees provided and private securities)

Expanded managed² loan portfolio (Expanded loan portfolio, plus credit assignments and FIDCs)

R$ billion

30.9

7.0

Mar/12

79.6

32.4

9.1

31.4

6.7

Dec/11

76.8

30.2

9.0

31.3

6.4

-1%

80.3

Middle

market

Auto

finance

Others¹

Dec/12

78.6

31.8

9.5

29.9

7.4

Sept/12

79.2

32.2

9.5

30.3

7.2

June/12

32.7

9.6

Corporate

43.0

32.4

9.1

45.6

Dec/11

97.4

30.2

9.0

47.5

10.6

-3%

38.8

9.9

97.6 92.6

Dec/12

90.1

32.2

9.5

40.8

10.1

31.8

9.5

June/12

95.7

32.7

9.6

10.5

Mar/12

10.4

Sept/12

-1.8%

-4.8%

-

-1.1%

∆Dec12

/Sept12

3.1%

-1.3%

-

-1.1%

∆Dec12

/Sept12

9.1 15.4 Credit assignments³

with recourse (R$B) 10.5

Financial highlights

2.4 5.2 Credit assignments³

for FIDCs (R$B) 2.9

1. Payroll loans, CDC, credit cards and individual loans; 2. Includes credit assignments with recourse for other financial institutions (FI) and credit assignments for FIDCs (“Fundos de Investimento em Direitos Creditórios”) of which Banco Votorantim owns 100% of the subordinated shares; 3. Refers to off balance resources

Page 27: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

26

Dec/12

6.6%

4,518

Sept/12

6.9%

4,914

June/12

6.9%

5,091

Mar/12

5.9%

4,536

Dec/11

4.6%

3,675

Dec/12

99.9%

Sept/12

93.1%

June/12

87.4%

Mar/12

84.1%

Dec/11

80.0%

Allowance for loan losses balance³ (R$M) Coverage ratio4 (%)

90-day NPL/

Managed loan portfolio¹(%)

E-H NPL²/

Managed loan portfolio (%)

ALL balance/Managed loan portfolio

ALL balance

Credit indicators Improvement in coverage and asset quality indicators

Financial highlights

1 1. Includes credit assignments with recourse for other financial institutions (FI) and credit assignments for FIDCs (“Fundos de Investimento em Direitos Creditórios”) of which Banco Votorantim

owns 100% of the subordinated shares; 2. According to Bacen‟s Res. 2,682 criteria; 3. Refers to the managed loan portfolio; 4. Ratio between ALL balance and balance of operations past due

over 90 days

Dec/12

2.4%

6.6%

8.3%

Sept/12

2.4%

7.4%

9.4%

June/12

2.0%

7.5%

9.6%

Mar/12

1.8%

7.0%

8.9%

Dec/11

1.4%

5.8%

7.4%

Dec/12

2.5%

6.0%

7.4%

Sept/12

2.5%

6.5%

8.1%

June/12

2.1%

6.3%

8.0%

Mar/12

2.0%

5.8%

7.1%

Dec/11

1.7%

4.5%

5.5%

Total Wholesale Consumer Finance Consumer Finance Total Wholesale

Page 28: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

27

Funding sources Financing bills and debentures gained importance in the Bank‟s funding composition

Dec/11

20.7

86.6

13.5

7.5

10.9

8.4

25.6

20.7

81.0

12.9

7.8

11.0

Subordinated debt

13.5

7.4

Loans and Onlendings 11.5

Dec/12

Issuances and Others¹

Financing bills² 7.1

Deposits 25.6

Debentures³

85.8

Sept/12

10.1

78.1

10.2

19.8

7.0

15.5

June/12

23.0

11.8

9.8

77.2

10.2

20.2

Mar/12

16.2

8.0

18.4

13.4

11.0

(Financing bills4 +

Debentures³)/Total 32%

1. Includes Eurobonds, Debentures, LCA, Option box and NCE repo; 2. Does not include Subordinated financing bills; 3. Linked to repo operations; 4. Includes Subordinated financing bills;

5. Includes both on and off balance assets Note: International funding is 100% swapped for BRL; the above graph does not consider sources from credit assignments

Funding evolution (R$B)

38% 40%

∆Dec12

/Sept12

-1.1%

13.4%

0.5%

-13.1%

-15.9%

1.9%

Securitization5 (R$B) 20.5 13.4 14.4

11.5%

Financial highlights

Additionally, Banco Votorantim has a stand-by credit

facility of ~R$7B from BB, which has never been tapped

Page 29: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

28

Basel Ratio and Shareholders’ Equity

Tier I

Tier II

Dec/12

14.3%

9.3%

5.0%

Sept/12

15.2%

9.9%

5.3%

June/12

15.5%

10.2%

Dec/11

14.1%

9.5%

4.7% 5.3%

4.4%

8.7%

Mar/12

13.0%

Basel Ratio

7,566

Mar/12

9,304

Dec/12 Dec/11

7,824 8,210

Sept/12

8,829

June/12

Shareholders’ Equity (R$M)

R$2B capital

increase in June/12

Financial highlights

Page 30: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

29

Banco Votorantim’s main ratings

Ratings

Banco Votorantim is an Investment Grade bank by Fitch, Moody’s and S&P

RATING

AGENCIES

International National

Long-Term Short-Term Long-Term Short-Term Long-Term Short-Term

Fitch Ratings Local Currency Foreign Currency Nacional

BBB- F3 BBB- F3 AA+(bra) F1+(bra)

Moody’s Local Currency Deposits Foreign Currency Deposits Nacional

Baa2 P-2 Baa2 P-2 Aaa.Br BR-1

Standard & Poor's Local Currency Foreign Currency Nacional

BBB- A-3 BBB- A-3 brAAA brA-1

Page 31: Banco Votorantim S.A....2013 will have substantially better results Executive summary – Message from the CEO 4Q12 results once again confirmed concrete advances in the implementation

30

Conciliation between 4Q12 Managerial and Accounting results

Managerial x Accounting results

Income from Financial Intermediation 3.352 (2) (114) 3.236

Loans 2.148 - (114) 2.034

Derivative Financial Instruments (405) (2) - (406)

Expenses from Financial Intermediation (2.079) - - (2.079)

Net Interest Income 1.273 (2) (114) 1.156

Allow ance for Loan Losses (1.066) - 114 (951)

Net Financial Margin 207 (2) - 205

Other Operating Income/Expenses (679) (2) - (712)

Fee Income 286 - - 286

Personnel and Administrative Expenses (721) - - (721)

Tax Expenses (129) 0 - (128)

Other Operating Income/Expenses (168) (2) - (171)

Operating Income (503) (4) - (507)

Non-operating Income (24) - - (24)

Income before Taxation and Profit Sharing (527) (4) - (530)

Provision for Income Tax and Social Contribution 288 4 - 292

Net Income (Loss) (358) - - (358)

ALL Credit

Assignments²

Managerial

4Q12

1. Foreign exhange variation of overseas investments, accounted in Other Operating Income (Expenses), as w ell as f iscal and tax

effects from the foreign investments hedge strategy, accounted in Tax Espenses (PIS/Cofins) and IT/SC, w ere relocated to Income

from Derivative Financial Instruments;

2. Expenses w ith allow ance for loan losses related to credit assignments w ith recourse, and Income from the recovery of w rite-

offs to loss, both accounted in Loans and relocated to Allow ance for Loan Losses.

INCOME STATEMENT SUMMARY

(R$ Million)

Accounting

4Q12Hedge¹


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