PROPOSAL. Espírito Santo Saúde SGPS. S.A. Public company. (the Company ) Called for 9 February 2015 at 11 a.m.

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1 PROPOSAL fr Item Fur f the Agenda fr the Extrardinary General Sharehlders Meeting f Espírit Sant Saúde SGPS. S.A. Public cmpany (the Cmpany ) Called fr 9 February 2015 at 11 a.m. Whereas, in rder t facilitate the simplificatin f the Cmpany's gvernance structure fllwing the sharehlder shift taken place, (a) (b) Mr. Dig Jsé Fernandes Hmem de Lucena resigned frm ffice as Cmpany Chairman; Mr. Luis Espírit Sant Silva Ricciardi, Mr. Pedr Gnçal da Csta Pinheir Líban Mnteir, Mrs. Maria d Rsári Nunes Vicente Rebrdã Sbral, Mr. Antóni Davide de Lima Cards, Mr. Artur Aires Rdrigues de Mrais Vaz, Mr. Jsé Manuel Malheir Hltreman Rquette, Mr. Jsé Manuel Caeir Pulid, Mr. Alexandre Carls de Mel Vieira Csta Relvas, Mr. Nun de Carvalh Fernandes Thmaz and Mr. Pedr Guilherme Beauvillain de Brit e Cunha resigned frm ffice as members f the Bard f Directr; FIDELIDADE COMPANHIA DE SEGUROS, S.A., a limited liability cmpany registered at the Cmmercial Registry Office f Lisbn under the sle registratin and taxpayer number f , with registered ffice at Larg d Calhariz, 30, Lisbn, with the share capital f 381,150,000.00, a sharehlder f Espírit Sant Saúde SGPS, S.A., submits t Sharehlder cnsideratin and discussin, further prpsing the apprval theref, the electin f the fllwing members f the Bard f Directrs in rder t cmplete the mandate underway: 1

2 Jrge Manuel Batista Magalhães Crreia Changzeng Ma Jsé Manuel Alvarez Quinter Xia Qiang Li Lingjiang Xu Jsé Filipe de Susa Meira Chairman and the Bard f Directrs wuld thereby be cmprised as fllws: Jrge Manuel Batista Magalhães Crreia Isabel Maria Pereira Aníbal Vaz Changzeng Ma Jsé Manuel Alvarez Quinter Xia Qiang Li Lingjiang Xu Iv Jaquim Antã Jã Paul da Cunha Leite de Abreu Nvais Jsé Filipe de Susa Meira Tmás Leitã Branquinh da Fnseca Chairman Vice-Chairman The apprval f the referenced prpsal will result in the decrease f the number f effective members f the Bard f Directr in the mandate underway frm fifteen t ten. Lisbn, 16 January 2015 Fr Fidelidade Cmpanhia de Segurs, S.A. 2

3 Jrge M. B. Magalhães Crreia Jrge M. B. Magalhães Crreia is president f the executive cmmittee f the insurance cmpanies Fidelidade, Multicare and Cares and chairman f the insurance cmpany Universal Segurs (Angla). Regarding prfessinal assciatins, he is vicepresident f the Prtuguese Assciatin f Insurance Cmpanies, member f The Genève Assciatin. Jrge M. B. Magalhães Crreia began his career as a teacher at the Schl f Law f Universidade de Lisba. He was a senir fficer f the Inspectrate-General f Finances (Inspeçã-Geral de Finanças), the Prtuguese Securities Cmmissin (Cmissã de Mercad de Valres Mbiliáris) and a Lawyer. He tk n varius crprate ffices in the areas f finance and insurance and was, namely, a directr and/r chairman f the insurance cmpanies Mundial-Cnfiança, Fidelidade Mundial, Impéri Bnança and Via Directa. In the hspital sectr, he was a directr f USP Hspitales (Barcelna) and directr and later chairman f HPP - Hspitais Privads de Prtugal SGPS.. Other Crprate Offices: Vice-Chairman and President f the Executive Cmmittee f Fidelidade Vice-Chairman and President f the Executive Cmmittee f Multicare Vice-Chairman and President f the Executive Cmmittee f Cares Chairman f Fidelidade Prperty Eurpe, S.A. Chairman f Fidelidade Prperty Internatinal, S.A. Chairman f Universal Vice-President f the Directing Cuncil f the Prtuguese Assciatin f Insurance Cmpanies 3

4 Jhn Changzheng Ma Mr. Jhn Changzheng Ma, aged 52 is the Nn-executive bard member and Chairman t Medical Devices Department f Shanghai Fsun Pharmaceutical (Grup) C.,ltd (Stck cde: SH, HK) (Fsunpharma in brief). Fsunpharma is ne f the leading cmpanies amng the listed cmpanies f pharmaceutical industry. It is als the third listed cmpany in the pharmaceutical and healthcare industry which bth listed in Shanghai and Hngkng. He is appinted as the senir assistant t president f Shanghai Fsun High Technlgy (Grup) Crp., Ltd (Fsun Grup in brief) frm Dec Mr. Ma is als the Executive President t Healthcare Hldings f Fsun Grup. Fsun Grup funded in 1992, its business cvers Pharmaceutical, Real Estate Develpment, Steel, Mining, Retail, Service Industry and Strategic Investment. Thanks t China s huge ppulatin and its cnsumptin, investment demand, the cntinuing urbanizatin and ther Chinese drive like the manufacture service arund the wrld, all Fsun Grup s main business have been grwing steadily ver the past years. Each sectr has entered the tp 10 f its wn segment market. Fsun Grup as a whle als has entered the Tp 100 amng the Chinese cmpanies. Mr. Ma was the engineer at Shanghai Metallurgical Design and Research Institute* ( 上 海 冶 金 設 計 研 究 院 ) frm June 1983 t July 1990, peratin manager f Internatinal Business Department in Prefrmed Line Prducts Cmpany (NASDAQ: PLPC), frm May 1995 t May 2000, vice president and general manager f GE Healthcare China frm May 2000 t May 2005, president f Asia-Pacific f Pentair Ltd. (NYSE: PNR), frm May 2005 t May 2010, and vice president f Express Scripts Hlding Cmpany (NASDAQ: ESRX), and its president in China frm May 2010 t December Mr. Ma btained a Bachelr degree in metallurgy frm University f Shanghai fr Science and Technlgy* ( 上 海 理 工 大 學 ) in July 1983, and a master f science in materials science engineering and a Dctral degree in Philsphy frm Wayne State University in May 1992 and December 1996, respectively. 4

5 Jse M. Alvarez Quinter Jse M. Alvarez Quinter is a member f the executive cmmittee f the insurance cmpanies Fidelidade and Cares and chairman f GEP, Cetra and Safemde. Regarding assciatins, he is the president f the permanent cmmittee fr reprts and accidents f the Prtuguese Assciatin f Insurance Cmpanies. He has an ecnmy degree frm Universidad de Santiag de Cmpstela and his career has always been in the insurance sectr. He was a directr f Médis, Aut- Gere, Impéri Bnança, Segur Direct and Multicare, amng thers and was als President f the Internatinal Mtr Claims Handing Grup f Eurapc frm 2002 t In Spain, Jse M. Alvarez Quinter ccupied psitins f respnsibility in big cmpanies within the insurance sectr, such as Catalana Occidente and Vitalici Segurs. He further participated in the funding f new cmpanies, such as Impéri- España and Segurs Universal Asistencia. Other Crprate Offices: CETRA - Centr Técnic de Reparaçã Autmóvel S.A Chairman EAPS - Empresa de Análise, Prevençã e Segurança, S. A (SAFEMODE) Chairman GEP - Gestã de Peritagens, SA Chairman CARES - Cmpanhia de Segurs, SA 5

6 Xia-Qiang Li Expertise in healthcare industry: Over 25 years f experience in healthcare industry, ranging frm Health service equity investment and buyut, venture capital investment, medical practice, physician training, ambulatry care management, business startup, bipharmaceutical R&D,, bipharmaceutical manufacturing and pharmaceutical regulatry affairs; Leadership in managing multiple business entities; Cmmunicatin skills crss business sectrs and gvernment relatinship management. Prfessinal experiences: Managing Directr, Healthcare Hlding, Fsun Grup ( Present) Respnsible and lead investment in internatinal and dmestic health service sectrs. Executive Directr, Healthcare Hlding, Fsun Grup ( Present) Respnsible and lead investment in internatinal and dmestic health service sectrs. Chief Medical Officer, CITIC Medical & Health Grup ( ) Respnsible and versee hspital related acquisitin and pst acquisitin management. Crdinating Medical Investment and ther investment activities (e.g. Senir care business investment). General Manager, Medical Investment Center ( ) CITIC Medical and & Health Grup Respnsible fr acquisitin and daily peratin f the Medical Investment center. Funder and General Manager ( ) Tasly-Jenner Bitech (Tianjin) C.,Ltd - Tianjin, China Funded the cmpany frm scratch ten years ag; aiming at develpment high quality bisimilars t serve lcally and glbally, managed t finish China s first subunit influenza vaccine IND filing and permit fr clinical research within five years; the cmpany is currently staffed with 205 emplyees. 6

7 Selected Achievements: Design and establish labratry platfrm fr influenza vaccine develpment Establish subunit influenza vaccine manufacturing prcess Design and build cgmp standard pilt plant fr influenza vaccine clinical sample prductin Established quality system and standard fr subunit influenza vaccine Successfully filing f IND fr subunit influenza vaccine Successfully finished secnd rund fund raising f 120 millin Supervise successful clinical research fr the subunit influenza vaccine Cncept designing, supervising cnstructin and cmmissining f influenza vaccine manufacturing plant Successfully managed cgmp inspectin and granted NDA and manufacturing permit frm SFDA General Manager Shanghai Tasly Pharmaceutical C.,Ltd - Shanghai, China Started as senir deputy general manager in 2006 and assumed general manager psitin ne year later t lead the six year ld bipharmaceutical cmpany staffed with 120 emplyees; develp and cmmercialize China s first nvel/secnd generatin thrmblytic drug recmbinant human Pr-Urkinase. Selected Achievements: Re-design and streamline PrUK s manufacturing prcess Successfully filed and granted NDA frm SFDA Managing remdeling f manufacturing plant fr cmpliance with cgmp versin 2011 Successfully managed cgmp inspectin and manufacturing permit issuance (pending) PrUK s new clinical indicatin develpment 7

8 General Manager, Tianjin Tasly Bitech Venture Capital management C. ( ) Respnsible fr managing the 160,000,000 VC fund. Directr, Tasly Bipharmaceutical R&D Institute Rerganize and direct this fully-functinal bipharmaceutical research and develpment institute, staffed with 36 research scientists. Selected Achievements: Established a platfrm based R&D center with upstream, dwnstream, analytical, frmulatin/dds and vaccine platfrms Establish a matrix management system fr research prject management New drug develpment planning and executin - Recmbinant prtein drug fr wund healing - Phase II/III - Recmbinant prtein drug fr neurdegenerative disease - I/II - Multivalent plysaccharide cnjugate vaccine - Preclinical phase - Mnvalent plysaccharide cnjugate vaccine - Preclinical phase - Mnclinical antibdy fr autimmune diseases - Preclinical phase - Oligpeptide fr cancer - Preclinical phase - Plypeptide fr cancer - Preclinical phase Bipharmaceutical Manufacturing prcess develpment Vectr design fr recmbinant prtein prductin Recmbinant cell line develpment CD culture media design and culturing prcess develpment Faculty Attending Physician, Family Practice center ( ) Suthwest Washingtn Hspital and Medical Center Medical Directr, Family Practice Center, Advcate-Christ Hspital ( ) Oak Lawn, IL, USA 8

9 Other respnsibilities Bard f Directr, CITIC-Xiangya Hspital fr Assisted Reprductin (2013) Expert Cnsultant, Tianjin High Curt Intellectual Prperty Divisin ( ) Directr f the Bard ( ) Transgene Tasly Bipharmaceutical (Tianjin) C., Ltd Negtiated and rganized the frmatin f a jint venture between Tasly Pharmaceutical C. and Transgene (A subsidiary f BiMerieux, France); help steering the future directin f this cmpany. Educatin Master f Business Administratin (MBA) University f Illinis at Chicag Master f Science University f Chicag Medical Residency Training (MD) University f Illinis at Chicag Medical Schl Bachelr f Medicine Beijing Medical University 9

10 Lingjiang Xu Mr. Xu, aged 44, has the degree f Master in Finance frm Lndn Business Schl. Mr Lingjiang Xu is currently Executive Chief Representative f Fsun Grup Lisbn Office. Mr Xu served at Chinese Ministry f Cmmerce fr ver 15 years, during which he als wrked at Chinese diplmatic missins in the UK and Germany. Befre Jining Fsun Grup, he wrked in Lndn and Shanghai in investment banking and private equity businesses. 10

11 Jsé Filipe Susa Meira Jsé Filipe de Susa Meira has a law degree frm Universidade de Cimbra. He began his career with the then securities regulatr Auditr Geral d Mercad de Títuls (1988 t 1990), having als wrked at Crédit Predial Prtuguês (1990), IFADAP (1990 t 1992) and the current securities regulatr CMVM - Cmissã de Mercad de Valres Mbiliáris (1992 t 1996). He began his cllabratin with Cmpanhia de Segurs Mundial-Cnfiança, currently Fidelidade Cmpanhia de Segurs, in 1996 and was a manager fr legal and cmpliance issues, as well as a Lawyer. He was a member f the bard f directrs f HPP SGPS Hspitais Privads de Prtugal and f its subsidiary cmpanies frm 1999 t He was a member f the bard f directrs f Real Vida Cmpanhia de Segurs (2009 t 2013) and a member f the bard f directrs f Ok!Telesegurs frm 2008 t

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