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ANNUAL REPORT2012

2012 Annual ReportFUNDAÇÃOMILLENNIUM BCP

INDEX4 Patronage 2012 13 Financial Statements18 Notes to the Financial Statements25 Report and Opinion of the Board of Auditors

Fundação Millennium bcp

In the previous page: Roman mosaic, 3rd century AD (Archeological Nucleus of Rua dos Correeiros)

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2012 ANNUAL REPORT FUNDAÇÃO MILLENNIUM BCP

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2012 Patronage 2012

PATRONAGE 2012ACTIVITIES REPORT

In 2012, the Fundação Millennium bcp, complying with its articles of association and within the scope of its patronage activity, sponsored several cultural, educational and charitable initiatives:

CULTURE:

Conservation and disclosure of the Bank’s art assets:This cultural activity is achieving an increasing importance for the Foundation and the number of initiatives undertaken in this segment grew:

Maintenance of the Archaeological Nucleus of Rua dos Correeiros (ANRC) and management of the guided tours. In 2012, it received 8,126 visitors, 23% of which were school groups. Within the scope of the ANRC, the Foundation developed the following activities:

– Joined the international initiative “International Day on Monuments and Sites” by opening the ANRC to the public on the night of 18 April;

– Joined the international initiative “Museums Day” by opening the ANRC to the public on the night of 18 May;

– Joined the international initiative “Night of Museums” by opening the ANRC to the public on the night of 19 May 2012;

– Joined the initiative “Jornadas do Património” – 28, 29 and 30 September by extending the visiting hours of the ANRC and of the Millennium Gallery.

Millennium Gallery – a free entrance gallery that already existed and was expanded in 2012 when it assumed its current denomination, conferring more visibility to the Millennium brand. The following temporary exhibitions took place:

– Exhibition “Felicitas Iulia Olisipo”, which from January to April 2012 welcomed 3,975 visitors.

– Exhibition “A Sardinha é Nossa!” (“The Sardine is ours!”). This action took place within the scope of the Lisbon Feasts and was carried out by means of a partnership established with EGEAC. Between 8 June and 30 September, this exhibition welcomed 28,591 visitors;

– Exhibition Matta-Alegria-Matta: presentation of 17 paintings and 6 sculptures of the Chilean artist Matta, in a partnership with Casa da América Latina and the Embassy of Chile in Lisbon. Opened to the public from 15 October to 31 December, it welcomed 2,899 visitors.

Project of itinerant exhibitions denominated “Shared Art,” that organized and presented during this period the following events:

– The exhibition of tapestry denominated “Redes sem Mar”, in the Museum of Aveiro from 29 March and 13 May 2012 - welcomed 1,419 visitors;

– Exhibit “Shared Art: 100 years of Portuguese Art” – from 17 May to 31 July, in Paço de Duques de Bragança, Guimarães, in the wake of Guimarães 2012 European Capital of Culture – welcomed 107,369 visitors;

– Exhibit denominated “A Pulsão do Amor na Colecção Millennium bcp” – from 10 May to 22 July in Museu Biblioteca Condes de Castro Guimarães, in Cascais – welcomed 16,391 visitors.

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2012ANNUAL REPORT FUNDAÇÃO MILLENNIUM BCPPatronage 2012

Furthermore, we have placed several Multimedia Stands in Lisbon and in Porto, the contents of which include all the works of art of Millennium bcp part of the itinerary exhibitions “Shared Art” and its Numismatics collection (pictures and text). The Foundation also created an app for mobile access to the stand with Apple and Android.

The Foundation also supported several external initiatives for the promotion of culture, of which we may highlight the following:

Museu Nacional de Arte Contemporânea – Museu do Chiado (MNAC), the Portuguese museum of contemporary art: support to the exhibitions “Arte Portuguesa do Sec. XX (1960-2012)”,“O Modernismo Feliz Art Deco em Portugal, 1912-1960” and to the initiative “Noites de Verão” (“Summer Nights”), which consisted in the presentation of music concerts in the garden of the museum during the months of July and August, an initiative that registered 2,318 viewers;

Museu Nacional de Arte Antiga (MNAA) (Portuguese Museum of Ancient Art) – support to the project “MNAA Contemporâneo”, aiming at taking advantage of the relation between the Classic MNAA and the Modern and create an artistic relation with modern times for the production of photographic images shown in advertising panels placed in the museum’s garden. The Foundation also provided support to the efforts made to modernize the museum, namely the acquisition of audio visual devices showing the presence of the Fundação Millennium bcp, as a sponsor, transversal to the different exhibitions promoted by the museum, reaffirming its importance in the carrying out of the cultural objectives of the museum;

Teatro Nacional São Carlos – “Festival ao Largo 2012” – a series of music, opera, dance and performing arts shows, free of charge, that took place in Largo de São Carlos during the summer. This Festival had 40,000 spectators.;

Teatro Nacional São Carlos – Career award given to the tenor Carlos Guilherme;

Museu Nacional do Azulejo (Portuguese Tile Museum) – edition of the book “Um Gosto Português – O uso do azulejo no século XVII” and reproduction of ten different tiles evidencing the several details of the groups of tiles exhibited in the museum;

Fundação da Juventude (Youth Foundation) – carrying out of a contest named “Martelinhos de S. João’12” (reproduction of the soft plastic hammers used in the St. John’s feast in Porto) wherein the selected works (150) were reproduced in plaques cut out and printed and shown in an exhibition made in Porto, at the Palácio das Artes – Fábrica de Talentos, from 26 June to 24 de July;

Árvore – Cooperative of Artistic Activities – support provided to the making of the catalogue of the exhibition “Pintura ou Não”;

Municipality of Coimbra – painting exhibition of the artist Renato.

Municipality of Lisbon – “TODOS – Caminhada de Culturas” – 4th edition of the project promoted by the Municipality and denominated “Lisboa Encruzilhada de Mundos”, implemented by means of a partnership established with the Associação Academia de Produtores Culturais, author of the design and programming of the event. The main goal of this initiative is to promote Lisbon as an intercultural city. During 2012, it extended its activities to new areas of the city of Lisbon by means of multicultural shows not only in Mouraria, but also in other typical neighbourhoods of Lisbon;

Protocol established with the Municipality of Lisbon – project for the requalification of the geological and archaeological heritage of Lisbon. It foresees the preservation of the most important geo-monuments of the city, informing where the same are located through location signs and information plaques;

Project “Portuguese Fado Singers” – creation of a database with the most important Fado singers throughout the last 200 years, recreating biographies, family stories, social environment and other features of each fado singer. This initiative aims to contribute to the conservation and disclosure of fado’s cultural heritage;

Coro dos Antigos Orfeonistas da Universidade de Coimbra (Academic Choir of Coimbra) – purchase of a piano;

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2012 ANNUAL REPORT FUNDAÇÃO MILLENNIUM BCPPatronage 2012

Archaeological Nucleus of Rua dos Correeiros

“Shared Art”

“The Sardine is ours!”

Multimedia Stands

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Museu Nacional de Arte Contemporânea – Museu do Chiado (MNAC)

“Um Gosto Português – O uso do azulejo no século XVII”

“Festival ao Largo 2012”

“Concurso de Martelinhos de S. João’12”

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Fundação Cupertino Miranda – the Foundation sponsored the creation and installation of an interactive wall in Museu do Papel Moeda, in Porto, that will be part of the permanent exhibition. It is a technologically advanced and highly informational solution enabling multiple applications and several presentation solutions. It enables to project static images, texts or videos in the wall and to interact with the different contents shown;

Pro Dignitate – Fundação de Direitos Humanos (Human Rights Foundation) – promoted and carried out several national and international actions within the scope of culture and defence of human rights;

Associação de Comandos (Commandos Association) – support to the seminar denominated “O Papel das Forças Armadas dos Países da CPLP” (“The role played by the Armed Forces of the Portuguese-speaking countries”);

AICA – International Association of Art Critics – AICA awards of Visual Arts and Architecture attributed every year to one plastic artist and one architect. These awards are given to two individuals of these areas whose professional careers have been deemed relevant by the critic and whose work has been particularly noticed during the year the award relates to;

Associação Trienal de Arquitectura – the Foundation sponsored the “Début” award – a new award to be attributed at the Trienal de Arquitectura de Lisboa aimed at young talented architects. This award will be given to a young architect, recognising his/her work and intends to promote his/her career;

“Era Arqueologia” – an International Colloquium on Archaeology held in November 2012 at Fundação Calouste Gulbenkian;

“Real Ficção Cinevídeo & Multimédia” – aid to the making of a documentary on António Olé, by the movie director Rui Simões;

Francisco Manso – Produção de Audiovisuais – documentary on Timor “Lusitânia Expresso”;

Moviemaker Rita Azevedo Gomes – the Foundation sponsored the subtitling of the motion picture “A Vingança de Uma Mulher” to be exhibited at international film festivals;

FilBox produções – production of a television documentary directed by Bernardo Pinto de Almeida for RTP2 on the exhibit “Primitivos Portugueses (1450-1550). O Século de Nuno Gonçalves”;

IPRIS – Instituto Português de Relações Internacionais e Segurança (Portuguese Institute for International Relations and Security) – the Foundation supported several initiatives carried out by this Institute;

Political Observatory – edition of the book named “Entre África e a Europa: Nação, Estado e Democracia em Cabo Verde”;

Associação Intercultural Luso Cabo-Verdiana – support to the making of the conference “20 Anos da Constituição Cabo-verdiana (1992-2012): Liberdade, Democracia e Desenvolvimento”;

Paulo Matos – aid to the making of the cultural week in Maputo;

Fundação Luso Africana para a Cultura – support to activities carried out in Angola and Mozambique.

EDUCATION/INVESTIGATION: A scholarship programme of the Fundação Millennium bcp aimed at students from Portuguese-speaking African countries and from Timor (PALOP). In 2012, this programme had 22 scholars;

In order to promote teaching quality and access to higher education, the Foundation also sponsored several scholarship programs and other initiatives undertaken by universities, such as:

– A partnership with Millennium BIM so as to give scholarships to young people with no economic means that evidenced academic merit. Three scholarships were attributed during the current year ;

– Protocol established with Banco Millennium Angola – support to scholarships for Angolan students attending, in Angola, courses on Economics, Management, Business Administration, Accounting, Audit, Banking Management, Law, IT Engineering and IT Management. 16 applications have been considered;

Patronage 2012

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2012ANNUAL REPORT FUNDAÇÃO MILLENNIUM BCP

– Universidade Católica Portuguesa – Faculdade de Direito (Faculty of Law) – support given to three foreign students of the “Master of Laws”;

– Universidade Católica Portuguesa – Faculdade de Ciências Económicas e Empresariais – Bolsas de estudo Lisbon MBA;

– Centro de Estudos de História Religiosa – support given to activities carried out by this entity;

– Instituto de Direito Bancário, da Bolsa e dos Seguros (BBS): support to post-graduate degrees in Banking Law with the Faculty of Law of the University of Coimbra;

– Instituto de Cooperação Jurídica (Institute of Legal Cooperation) – Establishment of a Masters Degree in Legal-Economic Sciences from the Faculty of Law Eduardo Mondlane in Mozambique. This masters degree intends to increase the teaching offer in Mozambique, train legal experts in the financial area and foster knowledge in the areas of banking regulation and supervision.

The presence of the Foundation as a patron of educational projects can also be seen in other areas, such as entrepreneurship, basic education, sustainability and in other forms to transmit knowledge, such as:

– “ The Star tUp Programme” of Junior Achievement Portugal promoting the development of entrepreneurial programmes with university students. The challenge consists in the creation of new micro companies under the guidance of teachers of several universities and institutes being supervised by voluntary tutors of Millennium bcp. This year, the winner was a team composed of six students of the Faculty of Engineering of the University of Porto (FEUP), competing with the project “N2FIX” that consisted in the development of technology applicable to plants with agronomic interest, enabling these to grow without the need of receiving nitrogen fer tilizers. This procedure enhances productivity and reduces the maturation time;

– Platform for a Sustainable Growth – a project for the creation of a sustainable development model targeted at competitiveness;

– Astrophysics Centre of the University of Porto together with the Astronomy and Astrophysics Centre of the University of Lisbon – aided the making of the exhibit “Um Universo Deslumbrante” – an international event that celebrates the 50th anniversary of the European South Observatory (ESO) presenting 50 images of the cosmos taken in several of their observatories placed in some of the most remote places of the Earth;

– Centro de Investigação Professor Doutor Joaquim Veríssimo Serrão - acquisition of audiovisual material for the Investigators Assembly;

– ACEGE – Associação Cristã de Empresários e Gestores (Christian Association of Entrepreneurs and Managers) – the Foundation provided support to the activities developed by the institution;

– AIESEC – Project “Make it Possible” – an initiative that involves a considerable number of secondary schools consisting in campaigns for the disclosure/debate of the Millennium Goals promoted by the UN;

– Associação Empresários pela Inclusão Social (EPIS) – programme “New good students – Mediators for academic success in the 3rd cycle”;

This year, the Foundation increased its support to scientific projects and established protocols with the following entities:

– Instituto de Medicina Molecular (IMM) – (Institute of Molecular Medicine) development of several of investigation initiatives for the treatment of brain tumours, from which we may highlight the creation of a brain tumour tissue bank and the creation of a cooperation programme between the IMM and the Portuguese-speaking countries in the area of paediatric tumours;

– Liga dos Amigos do Hospital de Santa Marta (LAHSM) (Friends of Santa Marta Hospital) – development of a project for the investigation of the congenital cardiopathy condition (the main cause of infant mortality in developed countries) by the paediatric cardiology service of Hospital de Santa Marta together with the Faculty of Medical Sciences of Lisbon and the assistance of Harvard University. The study intends to study the bio-mechanical properties of the arteries to promote a worldwide change in the paradigm of treatment for this disease.

Patronage 2012

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2012 ANNUAL REPORT FUNDAÇÃO MILLENNIUM BCPPatronage 2012

“TODOS – Caminhada de Culturas”

“Um Universo Deslumbrante”

Instituto de Direito Bancário, da Bolsa e dos Seguros (BBS)

Institute of Molecular Medicine

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Management of Social Organizations

Portuguese Association of the Asperger Syndrome – project “Big House”

Portuguese Food Bank

Association for Psychosocial Study and Integration – project “House First and Foremost”

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CHARITY: The Foundation aided several social institutions and initiatives as well as projects aimed at situations evidencing social and economic need, disabled persons and health issues:

Programa GOS – Gestão de Organizações Sociais (Management of Social Organizations) – programme developed in a partnership established between the AESE – Escola de Direção de Negócios and ENTRAJUDA. The programme intends to improve the practice of management by heads of non-governmental charitable organizations through training actions addressed to their managing bodies;

Portuguese Food Bank – support to the production of bags for the food collection campaigns and the purchase of tuna – around 18,500 kg;

Associação Portuguesa do Síndrome Asperger (APSA) (Portuguese Association of the Asperger Syndrome) –project “Casa Grande” (“Big House”) – the APSA is concluding the reconstruction of a building rendered available by the Municipality of Lisbon for the establishment of a support centre with the creation of a social business, with services addressed to the community (laundry, reprography, coffee shop, terrace, organic vegetable garden and orchard, etc.) for temporary employment of people with Asperger Syndrome and several services for individuals with AS and their respective families. Throughout 2012 the development of the “Big House” project focused mainly on the re-building of the house, therefore it still lacks indicators to evaluate its impact on society;

Association for Psychosocial Study and Integration – project “Casas Primeiro” (“Houses First and Foremost”) a programme aimed at homeless people that provides support to select, obtain and maintain individual, permanent and proper homes, fully integrated in the community. It gives the immediate access to an individual home privileging people with mental disabilities that are living in the street, in the city of Lisbon;

Centro Doutor João dos Santos – support to the 2012 Therapeutic Holliday Camp and carrying out of several initiatives;

Vida Norte Association – support to activities that promote the social, professional and family inclusion of pregnant women at risk;

Portuguese Association of Parents and Patients with Hemoglobinopathies – support for professional workshops for patients;

Cáritas Diocesana of Coimbra “Millennium Solidário” – a joint initiative established between the Bank and Fundação Millennium bcp. It took place in May of 2011 within the scope of the “European Year of Volunteer Activities that promote an Active Citizenship”. The initiative sought to improve and assist ten social support institutions in the district of Coimbra, through the contributions from a large number of volunteers in a variety of actions: painting, handiwork, cleaning of areas, visiting children, the elderly and the sick. Included 94 volunteers, of which 50 were Millennium bcp Employees (working in Coimbra);

Associação Novamente – an association created to aid patients with cranio-encephalic traumas (CET) and their families. This association was created by parents, doctors and friends of people with CET in order to provide them and their families with a better support;

ADENORMA – Inovação Social Criativa – support to the population of the Northern Coast of Madeira;

Santa Casa da Misericórdia de Vila Nova de Gaia – book denominated “A Misericórdia de Gaia”;

Association of Friends of Hospital de Santa Maria (HSM) – a volunteer golf tournament in HSM;

Hospital do Santo Espírito (Terceira Island – Azores) – Humanization of the Paediatric Service;

Lar de Santo António de Santarém – Support to the remodelling of the headquarters of this nursing home;

Church of Nossa Senhora de Fátima – support to the making of the “2012 Corpo de Deus” procession;

Church of the Parish of Nossa Senhora do Rosário de Fátima – support to the celebration of its 75th anniversary;

Irmandade da Misericórdia e de São Roque – Christmas Play.

Patronage 2012

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FINANCIAL STATEMENTSBALANCE SHEET on 31 december 2012 Euros

ITEMS NOTES ‘12 ‘11

ASSETSNON-CURRENT ASSETS

Fixed tangible assets 4 15,574Historical and cultural assets

Investment

Intangible assets

Financial investments 5 799,100 837,600Founders/patrons/sponsors/donators/associates/members

SUBTOTAL 814,674 837,600

CURRENT ASSETSInventories

Customers 6 1,779

Advances to suppliers

State and other public entities 7 187 5,853

Founders/patrons/sponsors/donators/associates/members

Other receivables

Deferrals 8 15,172 894

Other financial assetsCash and deposits 9 2,413,793 1,277,722

SUBTOTAL 2,429,152 1,286,248

TOTAL ASSETS 3,243,826 2,123,848

EQUITY AND LIABILITIESEQUITY

Funds 10 1,496,394 1,496,394Technical surpluses

Reserves

Retained earnings 11 616,951 309,140

Revaluation surplus

Other variations in equityNet income for the period 1,052,589 307,811

CAPITAL FUND - TOTAL 3,165,934 2,113,345

LIABILITIESNON-CURRENT LIABILITIES

Provisions

Specific provisions

LoansOther costs payable

SUBTOTAL 0 0

CURRENT LIABILITIESSuppliers 12 29,688 10,503

Advances from customers

State and other public entities 7 871Founders/patrons/sponsors/donators/associates/members

Loans

Deferrals

Other costs payable 13 47,333Other financial liabilitiesSubtotal 77,892 10,503

TOTAL LIABILITIES 77,892 10,503

TOTAL OF ASSETS AND LIABILITIES 3,243,826 2,123,848

The Statutory Auditor The Executive Committee

Financial Statements

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INCOME STATEMENT BY NATURE Period ended on 31 december 2012

Euros

INCOME AND EXPENDITURE NOTES ‘12 ‘11

Sales and services provided

Subsidies, donations and legacies to operation

Variation in production inventories

Works for the entity itself

Cost of commodities sold and of the materials consumed

Supplies and outsourcing 14 -973,009 -892,367

Staff related costs 15 -6,141 -17,723

Impairment of debts to collect (losses/reversions)

Provisions (increases/reductions)

Specific provisions (increases/reductions)

Increases/fair value reductions 16 -38,500 -34,650

Other income and gains 17 2,819,000 2,024,266

Other expenditure and services 18 -857,587 -848,247

INCOME BEFORE DEPRECIATIONS, FUNDING COSTS AND TAXES 943,764 231,279

Expenditure/reversions from depreciations and amortisations 4 -1,811

OPERATING PROFITS (BEFORE FUNDING COSTS AND TAXES) 941,953 231,279

Interests and similar income 19 110,637 76,532

Interests and similar expenses paid

GAINS/LOSSES BEFORE TAXES 1,052,589 307,811

Income tax

NET INCOME FOR THE PERIOD 1,052,589 307,811



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CHANGES TO OWN FUNDS IN 2011 Euros

Equity attributed to the endowers of the parent-entity

DescriptionNotes Funds Technical

surplusReserves Retained

earningsLegal

reservesRevaluation

surplusOther

variations in equity

Net income for the period

Total Minority interests

Total equity

POSITION AT THE BEGINNING OF 2011 1 1,496,394 -434,825 743,965 1,805,534 1,805,534

CHANGES OCCURRED IN THE PERIOD

First adoption of new accounting standards

Alteration in accounting policies

Financial statements – conversion differences

Taking surplus from the revaluation of tangible and intangible fixed assets

Surplus from taking the surplus from the revaluation of tangible and intangible fixed assets

Adjustments made due to deferred taxes

Other alterations recognised in equity

2 0 0 0 0 0 0 0 0 0 0 0

NET INCOME FOR THE PERIOD 3 307,811 307,811 307,811

GLOBAL RESULTS 4 = 2 + 3 307,811 307,811 0 307,811

OPERATIONS MADE WITH ENDOWERS DURING THE PERIOD

Funds 743,965 -743,965

Subsidies, donations and legacies

Other operations

5 0 0 0 743,965 0 0 0 -743,965 0 0 0

POSITION AT THE END OF 2011 6 = 1 + 2 + 3 + 4 1,496,394 0 0 309,140 0 0 0 307,811 2,113,345 0 2,113,345



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CHANGES TO OWN FUNDS IN 2012 Euros

Equity attributed to the endowers of the parent-entity

DescriptionNotes Funds Technical

surplusReserves Retained

earningsLegal

reservesRevaluation

surplusOther

variations in equity

Net income for the period

Total Minority interests

Total equity

POSITION AT THE BEGINNING OF 2012 6 1,496,394 0 0 309,140 0 0 0 307,811 2,113,345 0 2,113,345

CHANGES OCCURRED IN THE PERIOD

First adoption of new accounting standards

Alteration in accounting policies

Financial statements – conversion differences

Taking surplus from the revaluation of tangible and intangible fixed assets

Surplus from taking the surplus from the revaluation of tangible and intangible fixed assets

Adjustments made due to deferred taxes

Other alterations recognised in equity

7 0 0 0 0 0 0 0 0 0 0 0

NET INCOME FOR THE PERIOD 8 1,052,589 1,052,589 1,052,589

GLOBAL RESULTS 9 = 7 + 8 1,052,589 1,052,589 0 1,052,589

OPERATIONS MADE WITH ENDOWERS DURING THE PERIOD

Funds 307,811 -307,811

Subsidies, donations and legacies

Other operations

10 0 0 0 307,811 0 0 0 -307,811 0 0 0

POSITION AT THE END OF 2012 6 + 7 + 8 + 10 1,496,394 0 0 616,951 0 0 0 1,052,589 3,165,934 0 3,165,934



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CASH FLOW STATEMENT Period ended on 31 december 2012

Euros

ITEMS NOTES ‘12 ‘11

OPERATING CASH FLOWS – DIRECT APPROACH

Receivables from customers and users 2,819,000 2,023,030

Payment of subsidies

Payment of allowances -789,909 -657,185

Payment of scholarships -64,800 -187,400

Payments to suppliers -908,684 -1,308,896

Payments to staff -6,141 -17,723

CASH GENERATED BY THE TRANSACTIONS 1,049,466 -148,173

Paying/receiving income tax

Other receivables/payments 7,835 12,335

OPERATING CASH FLOWS (1) 1,057,301 -135,837

INVESTMENT CASH FLOWS

Payments relating to:

Fixed tangible assets -17,385

Intangible assets

Financial investments

Other assets

Receivables from:

Fixed tangible assets

Intangible assets

Financial investments

Other assets

Subsidies for investment

Interests and similar income 31,405 18,790

Dividends 64,750 57,742

INVESTMENT CASH FLOWS (2) 78,770 76,532

FUNDING CASH FLOWS

Receivables from:

Loans

Funding

Losses hedging

Donations

Other funding operations

Payments relating to:

Loans

Interests and similar expenses

Dividends

Fund reductions

Other funding operations

FUNDING CASH FLOWS (3) 0 0

VARIATION IN CASH FLOW AND EQUIVALENT (1+2+3) 1,136,070 -59,306

EFFECTS OF EXCHANGE RATE DIFFERENCES

CASH AND EQUIVALENTS AT THE BEGINNING OF THE PERIOD 1,277,722 1,337,028

CASH AND EQUIVALENTS AT THE END OF THE PERIOD 2,413,793 1,277,722



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NOTES TO THE FINANCIAL STATEMENTS31 DECEMBER 2012 AND 2011

1) ENTITY IDENTIFICATION

Fundação Millennium bcp (hereinafter referred to as Foundation) is a private non-profit legal person, incorporated on 27 December 1991, exclusively for social purposes, in the areas of culture, science and charity. The Foundation aims to develop activities that contribute to enhance and spread the Portuguese language and culture, develop scientific research, promote charitable actions in Portuguese speaking countries and financially support entities that promote activities targeting cultural training, scientific research, health care, charitable activities in general or humanitarian purposes.

The Foundation was recognised by the Minister for Internal Administration as a legal person, as published in the Portuguese Official Gazette nr. 195, 2nd Series, of 24 August 1994, and was recognised as an entity that serves the public interest (utilidade pública) by a declaration published in the Portuguese Official Gazette nr. 15, 2nd Series, of 18 January 1995.

For purposes of Cultural Patronage, on 17 August 2012, the Ministry for Culture declared that it recognised the cultural interest of the Foundation’s Cultural Activities Plan.

The registered office of the Foundation is at Rua Augusta, 62-64, in Lisbon.

2) ACCOUNTING REFERENCES FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

2.1. On 2012, the Foundation’s Financial Statements were drawn up on the assumption of the continuity of the operations based on the accounting records and books of the Entity and in accordance with the Financial Reporting and Accounting Standard for Non-Profit Entities (NCRF-ESNL) approved by Decree-Law 36-A/2011 of 9 March. The Accounting Standardisation System for Non-Profit Entities (SNC-ESNL) is composed of the Basis for the Presentation of Financial Statements (BADF), Financial Statements Models (MDF), Accounts Code (CC) and Financial Reporting and Accounting Standard for Non-Profit Entities (NCRF-ESNL).

The NCRF-ESNL was adopted for the first time in 2012, though in 2011 the Foundation had already adopted the Accounting Standardisation System, thus this transition required no adjustments.

The financial statements, which include the balance sheet, the income statement by nature, the cash flow statement and the annex, where approved by the Executive Committee of the Foundation, on 26 February 2013, were made in euros and were based on the premises of continuity and of an accrual basis whereby items are recognised as assets, liabilities, equity, income and expenditure when they meet the definitions and criteria for recognising those elements in the conceptual structure, in accordance with the qualitative features of being understandable, relevant, material, reliable, true, substance over form, neutral, prudent, complete and comparable.

The accounting policies, presented in note 3, were used in the financial statements for the financial year ended on 31 December 2012 and in the comparative financial information presented in these statements for the financial year ended on 31 December 2011.

Notes to the Financial Statements

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2.2. No derogations were made to the provisions of the NCRF-ESNL.

2.3. There are no accounts in the balance sheet or income statements whose contents are not comparable with those of the previous financial year.

3) MAIN ACCOUNTING POLICIES The main accounting policies used to draw up the financial statements are the following:

3.1. Measurement basis used to prepare the financial statements:The financial statements are prepared under the historical cost convention, as modified by the application of fair value basis for financial assets and liabilities at fair value through income.

The preparation of the financial statements in compliance with NCRF-ESNL requires the Executive Committee to make judgments, estimates and assumptions that affect the application of the accounting policies and valuations of assets, liabilities, income and expenditure. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which are the basis for making the judgments about carrying values of assets and liabilities that are not readily apparent through other sources. Actual results may differ from these estimates. The issues involving a higher degree of judgment or complexity, or where assumptions and estimates are considered to be significant are presented in note 3.3. – Main estimates and judgments used to make the financial statements.

3.2. Other relevant accounting policies

a) InvestmentsFinancial investments are valuated initially in the Balance Sheet at fair value and all subsequent changes to the fair values are recognised directly in the income statements.

b) Recognition of income and expenditureIncome and expenditure items are recorded in the period to which they pertain, regardless of being payable or receivable, according an accrual basis. The differences between the amounts received and paid and the corresponding income and expenditure are recorded under “Other accounts receivable or payable”, depending on such amounts being receivable or payable.

c) Income/expenditure from fundingIncome/expenditure from funding include interests paid by loans received, interests from investments made and income and similar expenditures obtained and paid.

Interests are recognised on an accrual basis.

d) Cash and cash equivalentsCash and equivalents include money in cash and in bank current deposits and short term financial investments, with high liquidity that are readily convertible into known amounts in cash and that have an insignificant price volatility risk.

The cash flow statements are prepared using the direct approach, through which are disclosed the gross cash receivables and payables for operating, investment and funding activities.

The Foundation classifies interests and dividends received as investment activities.


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e) Income tax in the financial yearBy a joint decision of the Ministers for Finance and Culture dated of 30 December 1997, published in the II Series of the Portuguese Official Gazette of 27 January 1998, the Foundation was exempted of Corporate Income Tax (IRC) under the terms of article 10 of the Portuguese IRC Code.

f) Fixed tangible assets“Fixed Tangible Assets” are recorded at the acquisition or production price, after deducting the depreciations and impairment losses accrued. The acquisition or production cost initially recorded includes the purchase cost, any costs directly attributable to the activities required to place the items on the location and condition required to operate as desired and, if applicable, the initial estimate of the costs involved in dismantling and removing the assets and in restoring the respective installation or operation locations that the Entity foresees.

The assets attributed to the Entity for free are measured at their fair value, their insurance value or their accounting value.

The subsequent expenses that the Entity has with maintenance and repair of the assets are recorded as expenditure for the period in which there are made, as long as they are not are not susceptible of allowing current and future additional activities.

The depreciations are computed as soon as the assets can be used, using the method of the straight line/decreasing balance/production units in accordance with the service life estimated for each group of assets.

The depreciation rate used for administrative equipment takes into account an estimated service life of eight years.

The Entity reviews the service life of each asset every year, as well as its residual value if any.

The losses or gains from the sale of fixed tangible assets are determined by the difference between the fully paid up value and the amount inserted in the deed on the sale date and are recorded in the Income Statement under items “Other operating income” and “Other operating expenditure”.

g) Events after the balance sheet dateThe financial statements presented translate the subsequent events until 26 February 2013, date when they were approved by the Executive Committee as mentioned in note 2.1. The events that took place after the balance sheet date on conditions that existed on the balance sheet date are considered in the preparation of the financial statements.

3.3. Accounting estimates and judgements when applying accounting policiesThe NCRF require that estimates and judgements be made within the scope of the decision-making regarding some accounting actions with impacts on the amounts recorded as total assets, liabilities, equity, expenditure and income. The real effects may differ from the estimates and judgements made, namely in what concerns the effect of real expenditure and income.

The main estimates and judgements used in the application of the accounting principles are discussed in this note in order to better understand how their application affects the Foundation’s reported results and related disclosure. The main accounting policies used by the Foundation are presented in detail in note 3.2.


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Because in many cases there are several alternatives to the accounting treatment chosen by the Foundation, the results disclosed could differ if a different treatment had been selected. The Board of Directors believes that the choices made are appropriate and that the financial statements appropriately present the Foundation’s financial position and results in all relevant material respects. The alternatives discussed below are presented solely to assist the reader in understanding the financial statements and are not intended to suggest that other alternatives would be more appropriate.

3.4. ContinuityNo situations were identified by the Board of Directors that could jeopardise the continuity of the Foundation.

3.5. Main sources for uncertainty in the estimatesThe main sources of uncertainty are listed in note 3.3. with greater detail.

4) FIXED TANGIBLE ASSETSEuros

‘12 ‘11

NON-CURRENT ASSETS

Fixed tangible assets 17,385 -

Depreciation in the current financial year -1,811 -

15,574

The item “Fixed tangible assets” corresponds to office furnishings.

5) FINANCIAL INVESTMENTSEuros

‘12 ‘11

NON-CURRENT ASSETSOther financial assets 750 750

Securities 910,000 910,000

Fair value variation -111,650 -73,150

799,100 837,600

The item “Other financial assets” records 750 euros (2011: 750 euros) representing 0.2% of the share capital of Millennium bcp – Prestação de Serviços, A.C.E.

On 31 December 2012, the Foundation’s portfolio is composed of 350,000 shares of EDP – Energias de Portugal, S.A.

6) CUSTOMERS

On 31 December 2011 the item “Customers” recorded 1,779 euros for amounts receivable from Millennium bcp – Prestação de Serviços, A.C.E.


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7) STATE AND OTHER PUBLIC ENTITIES

This item breaks down as follows:Euros

‘12 ‘11

ASSETS

VAT to recover - 5,853

Withholding at source 187 -

187 5,853

LIABILITIES

Withholding at source 871 -

8) DEFERRALS The item “Deferrals” records the amount of 15,172 euros (2011: 894 euros), corresponding to the specialization of interests from term deposits (14,482 euros) and costs with insurances.

9) CASH AND DEPOSITS

This item amounts to 2,413,793 euros (2011: 1,277,722 euros) and corresponds to the balances of current and term deposits with Banco Comercial Português S.A. (BCP).

10) CAPITAL FUND This item records the Capital Fund of the Foundation and corresponds to the initial amount allocated by BCP to incorporate the Foundation, worth 1,496,394 euros (300,000,000.00 PTE).

11) RETAINED EARNINGS This item breaks down as follows:

Euros

‘12 ‘11

Retained earnings 616,951 309,140

12) SUPPLIERS On 31 December 2012, the amount of 29,688 euros (2011: 10,503 euros) corresponds to unpaid invoices resulting from the Foundation’s activity.

13) OTHER COSTS PAYABLE

On 31 December 2012, the amount of 47,333 euros corresponds to amounts payable to BCP, for the assignment of staff, and to Millennium bcp – Prestação de Serviços, ACE, for services provided.


23


14) SUPPLIES AND OUTSOURCING


‘12 ‘11

Specialized work 955,207 874,452

Other supplies and services 17,802 17,915

973,009 892,367

The item “Specialized work” includes the amount of 402,597 euros (2011: 410,830 euros) for the assignment of staff by BCP and services provided by Millennium bcp – Prestação de Serviços, ACE of 149,720 euros (2011: 156,318 euros).

15) STAFF RELATED COSTS

This item in the amount of 6,141 euros (2011: 17,723 euros) corresponds to other remunerations of the corporate bodies and costs with social security.

16) INCREASES/FAIR VALUE REDUCTIONS

As presented in note 5, the amount of 38,500 euros (2011: 34,650 euros) corresponds to the fair value variation of the securities portfolio.

17) OTHER INCOME AND GAINS


‘12 ‘11

BCP donation 2,819,000 2,023,030

Sundry - 1,236

2,819,000 2,024,266

18) OTHER EXPENDITURE AND SERVICES


‘12 ‘11

Donations made 854,709 844,584

Quotas 500 3,000

Sundry 2,378 663

857,587 848,247


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19) INTERESTS AND SIMILAR INCOME


‘12 ‘11

Interests 45,887 18,790

Dividends 64,750 57,742

110,637 76,532

20) TRANSACTIONS AND BALANCES WITH GROUP COMPANIES

The most significant balances and transactions with the companies of Group Banco Comercial Português are stated in the respective notes.

21) CONTINGENT LIABILITIES

On this date there are no contingent liabilities and contractual commitments unrecognized.

22) RELEVANT FACTS IN 2012 The application for the first time of the NCRF-ESNL did not generate any adjustment to the accounts.

23) EVENTS AFTER THE BALANCE SHEET DATE

After the balance sheet date and before the financial statements’ disclosure was authorised, there were no relevant transactions and/or events that merit disclosure.


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REPORT AND OPINION OF THE BOARD OF AUDITORS

To the attention of the Board of Directors of Fundação Millennium bcp

Pursuant to the provisos of the articles of association of Fundação Millennium bcp, it is our duty, in the capacity of members of the Board of Auditors of Fundação Millennium bcp, to present the Report on our supervisory functions as well as our opinion on the Management Report and financial statements presented by the Executive Committee of the Foundation for the period ended on 31 December 2012.

Through contacts established between the Board of Auditors and the Executive Committee of the Foundation or its representatives as well as on the clarifications and information received from the competent services, we have taken due notice of the activities developed by the Foundation.

We already verified the financial information produced throughout the year and made the assessments deemed necessary. We verified the adequacy of the accounting standards and worth measurement criteria adopted. We verified the compliance with the Law and with the Articles of Association of the Foundation.

After the accounts were closed, we assessed the Directors Report, the Income Statements by nature, the Statements on alteration in Equity and the Cash Flow Statements relating to the period ended on that date and the corresponding Annex which, besides observing the applicable legal requirements, reasonably translate the activity developed during this period and its expected evolution.

As a result of the work carried out, we are of the opinion that the financial statements mentioned above, presented by the Executive Committee, should be approved.

We also wish to convey to the Executive Committee and to the services of the Foundation our appreciation for the assistance granted.

Lisbon, 28 February 2013

José Mário Fernandes VenturaChairman

Carlos Alberto Correia DiogoMember

KPMG & AssociadosSociedade de Revisores Oficiais de Contas, S.A. (nr. 189)represented byAna Cristina Soares Valente Dourado(ROC nr. 1011)

Report and Opinion of the Board of Auditors

Fundação Millennium bcp

http://ind.millenniumbcp.pt/pt/Institucional/fundacao/Pages/fundacao.aspx

Fundação Millennium bcpHead Office:Rua Augusta, 62/961100-053 Lisbon

Legal Person governed by Private Law, operatingon a non-profit making basis,set up on 27-12-1991, recognisedon 01-08-1994 by Order nr. 115/94, publishedin the Diário da República, Series II, on 24-08-1994,with a public charity statute grantedby order of the prime minister on 29-12-1994,published in the Diário da República, Series II, on 18-01-1995.

Economic Activity Code (NACE): 91333

Tax Identification Number: 502689943

Offices:Rua do Ouro, 130, 4th

1100-006 LisbonTelephone: (+351) 211 131 682 [email protected]

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