CONVENING NOTICE AND PREPARATORY INFORMATION EXTRAORDINARY GENERAL MEETING 9 FEBRUARY 2015

Transcription

1 CONVENING NOTICE AND PREPARATORY INFORMATION EXTRAORDINARY GENERAL MEETING 9 FEBRUARY 2015 Hospital da Luz s Auditorium Avenida Lusíada, n.º 100, Lisboa 1

2 EXTRAORDINARY GENERAL MEETING 9 FEBRUARY 2015 Contents Page Convening Notice 3 Forms 11 Proposal Item 1 21 Proposal Item 2 23 Proposal Item 3 24 Proposal Item 4 27 Proposal Item 5 38 Proposal Item 6 39 Proposal Item 7 41 Corporate Bodies 45 Shares and Voting Rights 63 2

3 ESPIRITO SANTO SAÚDE SGPS, S.A., SOCIEDADE ABERTA EXTRAORDINARY GENERAL SHAREHOLDERS MEETING CONVENING NOTICE In accordance with the Law and the Articles of Association, and at the request of the Board of Directors, I hereby convene all Shareholders of ESPIRITO SANTO SAÚDE SGPS, S.A., listed company, with registered office at Rua Carlos Alberto da Mota Pinto, nr. 17, 9 th, Lisbon, with the sole taxpayer and registration number at Lisbon s Commercial Registry Offices , with a share capital of euros, to meet at an Extraordinary General Shareholders Meeting, to be held in Hospital da Luz s Auditorium, located at Avenida Lusíada, nr. 100, Lisbon, on February 9 th 2015, at clock, as the Company s registered offices do not offer the appropriate conditions for the meeting to be held, to resolve on the following AGENDA Item One Resolve on the amendment of the object of the Company. Item Two Subject to the approval of Item One of the Agenda, resolve on the amendment of the Company s name. Item Three Subject to the approval of Items One and Two of the Agenda, resolve on the amendment of articles 1.º and 3.º of the Company s Articles of Association. Item Four Following the resignation presented by members of the Board of Directors, resolve on the election of new members to the Board of Directors to the current term of office and reduction of the effective number of members of the Board of Directors in the referred term of office; Item Five Resolve on the submission of a recommendation to the Board of Directors 3

4 in order to appoint new members to the Executive Committee of the Company; Item Six Resolve on the submission of a recommendation to the Board of Directors in order to create an advisory board with certain competence and rules of procedure, and propose the appointment of its members. Item Seven Following the resignation of the members of the Remuneration s Committee, resolve on the election of new members to the current term of office. INFORMATION TO THE SHAREHOLDERS I) REQUIREMENTS ON THE PARTICIPATION IN THE GENERAL MEETING OF SHAREHOLDERS a) Pursuant to article 11, nr. 1 and 2 of the Articles of Association, the General Meeting of Shareholders is composed of all shareholders with voting rights; shareholders with no voting rights are not allowed to attend and take part in the General Meeting without prejudice to their right to be represented at such meeting as per the applicable legal provisions. b) As per article 13, nr 1 of the Articles of Association, to each 100 shares corresponds 1 (one) vote. c) Shareholders may only be present at the General Meeting of Shareholders to discuss and vote, either in person or through a representative, or exercise their voting rights by post or correspondence if, until a.m. (GMT) of the fifth negotiation day prior to the date of the General Meeting of Shareholders, i.e. February 2 Th 2015 ( Record Date ), an amount of shares that entitles the relevant shareholder to, at least, 1 (one) vote is duly registered in respective individual book-entry securities account. d) The exercise of the participation and voting rights in the General Meeting of Shareholders is not affected by the transfer of the shares subsequent to the Record Date, nor does it depend of the blocking of such shares during the period between the Record Date and the date of the General Meeting of Shareholders. 4

5 e) Shareholders who intend to take part in the General Meeting of Shareholders in accordance with the conditions set forth in item c) above must declare such intention, in writing, to the Chairman of the Board of the General Meeting of Shareholders and to the financial intermediary to which the book-entry securities individual account has been entrusted, up until, at the most, p.m. (GMT) of the negotiation day prior to the Record Date, i.e., of January 30 th 2015, and may resort, for such purpose, to the forms made available at the company s registered offices or on the website The declaration to the Chairman of the Board of the General Meeting of Shareholders may be conveyed by through the following address: assembleia.geral@luzsaude.pt. f) Financial intermediaries which have been informed of their clients intention of taking part in the General Meeting of Shareholders must send to the Chairman of the Board of the General Meeting of Shareholders, up until p.m. (GMT) of January 30 th 2015, information on the number of shares registered in the name of each of their clients, with reference to a.m. of the Record Date, and may use, for such purpose, the following address: assembleia.geral@luzsaude.pt. g) Shareholders who, in a professional capacity, own shares on their own name but on behalf of Clients ( Professional Shareholders ), may vote in different ways with their shares, provided that, in addition to the declaration on the participation and the sending by the financial intermediary of the aforementioned information, present to the Chairman of the Board of the General Meeting of Shareholders, within the applicable timeframes and confirmed by sufficient and proportional evidence, (i) the identification of each client and the number of shares to vote on its behalf and (ii) the specific vote instructions for each item of the Agenda provided by the relevant Client. As a result, Professional Shareholders are only admitted to participate and vote if the declarations on the participation and remaining information, as well as the declarations by the respective financial intermediaries have been received by the Chairman of the Board of the General Meeting of Shareholders until, respectively, p.m. (GMT) of January 30 th 2015 and p.m. of February 2 th

6 h) Shareholders who have declared their intention of taking part in the General Meeting of Shareholders under the conditions set forth in item e) above and transfer the ownership of the shares between the Record Date and the end of the General Meeting of Shareholders must immediately notify the Chairman of the Board of the General Meeting of Shareholders and the Securities Commission ( Comissão de Mercado de Valores Mobiliários ) of such transfer. i) As per the applicable provisions of the Articles of Association, on first notice, and regardless of the specific content of the Agenda, the General Meeting of Shareholders may not be held unless at least 50% (fifty per cent) of the company s share capital is present or duly represented. On second notice, the General Meeting of Shareholders may be held regardless of the number of shareholders present or represented and of the share capital represented by such shareholders. II) SHAREHOLDERS REPRESENTATION a) Shareholders may arrange to be represented in the General Meeting of Shareholders pursuant to article 380 of the Companies Code, by means of a representation letter or proxy signed by said shareholder and addressed to the Chairman of the Board of the General Meeting of Shareholders. Alternatively, Shareholders may resort to the electronic form made available on Espírito Santo Saúde s internet page at or to the paper form made available in the aforementioned internet page and in the registered offices as from the date on which this notice is made public. b) Each Shareholder may appoint different representatives in relation to the shares registered in different securities accounts; in this case, none of said representatives may vote in opposite or diverse ways with regards to the same proposal, being null and void all votes concerning such proposal if one or more representatives vote in opposite or diverse ways. If any of the representatives does not attend the General Meeting, the votes of the representatives present shall, nonetheless, be taken in consideration, provided that said representatives do not vote in opposite or diverse ways regarding the same proposal. 6

7 c) In case a Shareholder who has appointed one or more representatives attends the General meeting, the granting of powers or proxy shall be deemed revoked. d) The aforementioned proxy or representation instruments (including the electronic or paper forms), as well as the representation letters of the Shareholders who assume the form of corporations in which it is indicated the name(s) of their representative(s) and eventual shareholders aggregating instruments, must be sent to the Chairman of the Board of the General Meeting of Shareholders in a manner that such instruments and letters are received until p.m. (GMT) of January 30 th III) ADDITION OF ITEMS TO THE AGENDA AND PRESENTATION OF RESOLUTION PROPOSALS a) Pursuant to article 23-A, nr. 2, of the Securities Code, shareholders who, individually or jointly, own shares corresponding to, at least, 2% (two per cent) of the share capital may request the addition of new items in the Agenda, by means of a written communication addressed to the Chairman of the Board of the General Meeting of Shareholders. b) The aforementioned written request must be sent or presented within the five days subsequent to the date on which this convening notice has been made public and accompanied of a resolution proposal for each item or subject whose addition was requested, as well as of evidence of the ownership of the required share capital. c) The addendum to the convening notice and the resolution proposals for each additional item are made known to the Shareholders by the same means used to make this convening notice public, as soon as possible and, in any case, until a.m. (GMT) of the Record Date. d) Similarly, and as per article 23-B of the Securities Code, shareholders who, individually or jointly, own shares corresponding to, at least, 2% (two per cent) of the share capital may request the addition of resolution proposals regarding existing items of the initial or of the supplemented Agenda, by means of a written request addressed to the Chairman of the Board of the General Meeting of 7

8 Shareholders within the five days subsequent to the date on which this convening notice or its respective addendum have been made public. The written request must be accompanied of the relevant resolution proposal, as well as of evidence of the ownership of the required share capital. e) The resolution proposals, as well as the information of which they must be accompanied are made known to the Shareholders by the same means used to make this convening notice public, as soon as possible and, in any case, until ten days prior to the date of the General Meeting of Shareholders. f) In case the requests for the addition of items in the Agenda and/or of resolutions proposals regarding existing items of the initial or of the supplemented Agenda, the interested parties may judicially request the convening of a new General Meeting of Shareholders to pass a resolution on said items or proposals. IV) VOTE BY POST OR CORRESPONDENCE a) In accordance with article 22 of the Securities Code and article 13 of the Articles of Association, Shareholders who are entitle to take part in the General Meeting of Shareholders may exercise their respective vote by post or correspondence, by means of a signed declaration where (i) it is indicated the relevant shareholder s identity and its shareholding and voting rights in the company, confirmed by sufficient and proportional evidence, and (ii) said shareholder unequivocally expresses the way of its vote with regards to each item of the Agenda. For this purpose, Shareholders may, if they wish, use the voting ballots made available at the company s registered offices or in the website b) The voting declaration (or voting ballots) must be accompanied of a legible copy of the shareholder s identification document and sent, in a sealed envelope, to the Chairman of the General Meeting of Shareholders, by registered post, in a way that such documents are received until p.m. (GMT) of February 4 th In case the Shareholder assumes the form of a corporation, the voting declaration must be signed by its legal representative(s) and its/their signature(s) certified in such capacity and with a reference to the sufficiency of powers to bind the corporation. 8

9 c) Votes by post or correspondence are taken into account for the purposes of the holding quorum of the General Meeting of Shareholders and are also eligible and valid for the second convening, the Chairman of the General Meeting of Shareholders being responsible for verifying their authenticity and regularity and for ensuring their confidentiality until the moment of the casting of the votes. In case the relevant shareholder or its representative is present at the General Meeting of Shareholders, it shall be deemed revoked the vote by post or correspondence issued. d) Votes by post or correspondence are deemed as negative votes with regards to resolution proposals presented subsequent to the issuance of such vote. e) It shall only be considered the votes by the Shareholders who have also complied with the participation requirements in the General Meeting referred to in Section I of this Convening Notice, including the requirements regarding the communication of intent for the participation in the General Meeting and the sending, by the respective financial intermediary, of the relevant information, within the applicable timeframes. f) Votes cast by post or correspondence shall be considered at the time of the counting of the votes, by adding the same to the votes cast during the course of the General Meeting. V) INFORMATION ELEMENTS AVAILABLE TO THE SHAREHOLDERS The documents and information regarding the Agenda, as well as all remaining elements set forth in article 289, nr. 1 of the Portuguese Companies Code and article 21-C, nr.1 of the Securities Code, are available for consultation by the Shareholders at the Company s registered offices, as well as on Espirito Santo Saúde s internet page as from the date on which this convening notice is made public. Other legally required documentation shall also be available in the Information Disclosure System of CMVM ( Comissão do Mercado de Valores Mobiliários ) ( 9

10 In the General Meeting of Shareholders, Shareholders may request to be provided with truthful, complete and explanatory information that allows them to form a reasoned opinion on the matters subject to resolution, being understood that such information shall be provided by the qualified corporate body and may only be withheld in the event that its disclosure may cause serious harm to the company or a violation of the secrecy as imposed by law. Lisbon, January 16 th 2015 The Chairman of the Board of the General Meeting of Shareholders, (Luís Miguel Cortes Martins) 10

11 VOTING BALLOT 1 EXERCISE OF VOTING RIGHTS BY POST MEANS EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF FEBRUARY9, 2015 To the Chairman of the Board of the General Meeting of Shareholders of ESPÍRITO SANTO SAÚDE, SGPS, S.A. Rua Carlos Alberto da Mota Pinto, n.º 17, 9.º Lisbon Name/Corporate name: Address/Registered office: Postal Code: - Taxpayer number/corporate identification number: No. Of shares: Financial Intermediary: Please indicate your vote with a x. Agenda In favour Abstention Against 1. (*) Resolve on the amendment of the object of the Company; 2. (*) Subject to the approval of Item One of the Agenda, resolve on the amendment of the Company s name; 3. (*) Subject to the approval of Items One and Two of the Agenda, resolve on the amendment of articles 1.º and 3.º of the Company s Articles of Association; 4. (*) Following the resignation presented by members of the Board of Directors, resolve on the election of new members to the Board of Directors to the current term of office and reduction of the effective number of members of the Board of Directors in the referred term of office; 1 The voting ballot has to be received by the Chairman of the Board of the General Meeting of Shareholders until 5:00 p.m. (GMT) of February 4 th,

12 5. (*) Resolve on the submission of a recommendation to the Board of Directors in order to appoint new members to the Executive Committee of the Company; 6. (*) Resolve on the submission of a recommendation to the Board of Directors in order to create an advisory board with certain competence and rules of procedure, and propose the appointment of its members; 7. (*) Following the resignation of the members of the Remuneration s Committee, resolve on the election of new members to the current term of office. (*) In case more than one proposal is submitted and voted with regard to each item, the Shareholder has to specify in this field the proposal to which the vote refers to (v.g. proposal of the Board of Directors; proposal of the shareholder [x];. Proposal of the Remuneration Committee). This voting ballot refers to the proposals made available at the registered office of Espírito Santo Saúde, SGPS, S.A. and at its website (Signature 2 ) 2 If the Shareholder is an individual, the signature must be equal to the one contained in the identification document (identity card, citizen card, passport or an equivalent identification document) and copy of the identification document must be included in the letter. In case the Shareholder assumes the form of a corporation, this letter must be signed by its legal representative(s) and the signature(s) must be certified so as to confirm that the signatory(ies) has(have) powers to bind the company. 12

13 STATEMENT OF PARTICIPATION AT THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING 3 To the Chairman of the General Meeting of Shareholders of ESPÍRITO SANTO SAÚDE, SGPS, S.A. Rua Carlos Alberto da Mota Pinto, n.º 17, 9.º Lisbon, 2015 Subject: Extraordinary General Shareholders Meeting February 9 th, 2015 Name/Corporate name: Address/Registered office: Postal Code: Taxpayer number/corporate identification number: Telephone/ Financial Intermediary: The above identified Shareholder, holder of shares, with voting rights, in the share capital of ESPÍRITO SANTO SAÚDE, SGPS, S.A. ( Espírito Santo Saúde ), hereby notifies you, under the terms and for the purposes foreseen in number 3 of article 23-C of the Securities Code, of his/her/its intention to participate at the 3 This statement has to be received by the Chairman of the Board of the General Meeting of Shareholders until 11:59 p.m. (GMT) of the negotiation day prior to the Record Date, i.e., of January 30 th, The statement may be conveyed by to the address assembleia.geral@luzsaude.pt as foreseen in the convening notice of the General Meeting of Shareholders. 13

14 Extraordinary General Shareholders Meeting of Espírito Santo Saúde to be held on February 9 th, For that purpose, the Shareholder requested to the Financial Intermediary to which the book-entry securities individual account has been entrusted and where the mentioned shares are registered, to, until 11:59 p.m. (GMT) of February 2 th, 2015, send to the Chairman of the Board of the General Meeting of Shareholders of Espírito Santo Saúde information on the number of shares registered in his/her/its name, with reference to 00:00 a.m. (GMT) of February 2 th, Yours Faithfully, (Signature) 14

15 STATEMENT OF PARTICIPATION AT THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING 4 To 5 Address: Postal Code: Facsimile:, 2015 Subject: Extraordinary General Shareholders Meeting February 9 th, 2015 Name/Corporate name: Address/Registered office: Postal Code: Taxpayer number/corporate identification number: Telephone/ Bank identifier code: 4 5 This statement has to be received by the Financial Intermediary until 11:59 p.m. (GMT) of the negotiation day prior to the Record Date, i.e., of January 30 th, Identification of the Financial Intermediary to which the book-entry securities individual account was entrusted and where the shares are registered. 15

16 The above identified Shareholder, holder of shares, with voting rights, in the share capital of ESPÍRITO SANTO SAÚDE, SGPS, S.A. ( Espírito Santo Saúde ), hereby notifies you, under the terms and for the purposes foreseen in number 3 of article 23-C of the Securities Code, of his/her/its intention to participate at the Extraordinary General Shareholders s Meeting of Espírito Santo Saúde to be held on February 9 th, For that purpose, the mentioned Shareholder hereby requests that you send to the Chairman of the Board of the General Meeting of Shareholders of Espírito Santo Saúde, until 11:59 p.m. (GMT) of February 2 th, 2015, information on the number of shares registered in the referred account (with indication of the taxpayer number/corporate identification number), with reference to 00:00 a.m. (GMT) of February 2 th, You may use the address assembleia.geral@luzsaude.pt, as foreseen in the convening notice of the Extraordinary General Shareholders Meeting. Yours Faithfully, (Signature equal to the one contained in the bank record) 16

17 REPRESENTATION LETTER 6 To the Chairman of the General Meeting of Shareholders of ESPÍRITO SANTO SAÚDE, SGPS, S.A. Rua Carlos Alberto da Mota Pinto, n.º 17, 9.º Lisbon, 2015 Subject: Extraordinary General Shareholders Meeting February 9 th, 2015 Name/Corporate name: Address/Registered office: Postal Code: Taxpayer number/corporate identification number: Telephone/ Financial Intermediary: The above identified Shareholder, holder of shares, with voting rights, in the share capital of ESPÍRITO SANTO SAÚDE, SGPS, S.A. ( Espírito Santo Saúde ), hereby appoints as proxy for the Extraordinary General Shareholders Meeting to be held on February 9 th, 2015, at 11:00 a.m. (GMT), in Hospital da Luz s Auditorium, located at Avenida Lusíada, nr. 100, Lisbon,, 6 The proxy letter has to be received by the Chairman of the Board of the General Meeting of Shareholders until 11:59 p.m. (GMT) of January 30 th,

18 holder of the civil identification number, to whom he/she/it grants the necessary powers to propose, discuss, resolve and vote, in the direction and way he deems best to serve the Shareholder s interests, all the matters dealt with in such Meeting and comprised in the Agenda, including those that may come up during the Meeting due to unexpected circumstances and even if, due to suspension determined under the terms legally foreseen, the session continues in a different date. Yours Faithfully, (Signature 7 ) 7 If the Shareholder is an individual, the signature must be equal to the one contained in the identification document (identity card, citizen card, passport or an equivalent identification document) and copy of the identification document must be included in the letter. In case the Shareholder assumes the form of a corporation, the capacity of the legal representative(s) must be indicated. 18

19 GROUPING LETTER 8 To the Chairman of the General Meeting of Shareholders of ESPÍRITO SANTO SAÚDE, SGPS, S.A. Rua Carlos Alberto da Mota Pinto, n.º 17, 9.º Lisbon, 2015 Subject: Extraordinary General Shareholders Meeting February 9 th, 2015 Name/Corporate name: Address/Registered office: Postal Code: Taxpayer number/corporate identification number: Telephone/ Financial Intermediary: The above identified Shareholder, holder of shares, with voting rights, in the share capital of ESPÍRITO SANTO SAÚDE, SGPS, S.A. ( Espírito Santo Saúde ), hereby notifies you, under the terms foreseen in number 5 of article 379 of the Companies Code and for the purposes of exercising the voting rights at the Extraordinary General Shareholders Meeting to be held on February 9 th, 2015, at 11:00 a.m. (GMT), in Hospital da Luz s Auditorium, located in Avenida Lusíada, no. 8 The grouping letter has to be received by the Chairman of the Board of the General Meeting of Shareholders until 11:59 p.m. (GMT) of January 30 th,

20 100, Lisbon, of his/her/its intention to group the shares he/she/it owns with the shares held by the shareholder, who will represent him/her/it in the said General Meeting, being entitled to examine the documents deemed convenient, provided that related to the Agenda and to the items included in such Agenda, as well as to submit any proposal regarding those items and to deliberate and vote as he/she deems fit the interests of the Shareholder. Yours Faithfully, (Signature 9 ) 9 If the Shareholder is an individual, the signature must be equal to the one contained in the identification document (identity card, citizen card, passport or an equivalent identification document) and copy of the identification document must be included in the letter. In case the Shareholder assumes the form of a corporation, the capacity of the legal representative(s) must be indicated. 20

21 PROPOSAL for Item One of the Agenda for the Extraordinary General Shareholders Meeting of Espírito Santo Saúde SGPS. S.A. Public company (the Company ) Called for 9 February 2015 at 11 a.m. Given the need felt by the Company to render generic services to non-subsidiary third-party entities, FIDELIDADE COMPANHIA DE SEGUROS, S.A., a limited liability company registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number of , with registered office at Largo do Calhariz, 30, Lisbon, with the share capital of 381,150,000.00, a shareholder of Espírito Santo Saúde SGPS, S.A., submits to Shareholder consideration and discussion, further proposing the approval thereof, the amendment of the Company's corporate scope, which would come to have the following wording: The Company's scope is the: a. Management of shareholdings in other companies, as an indirect form of pursuing economic activities; b. Purchase, sale and lease of equipment; c. Rendering of management, consulting, training, computer, operational, administrative, negotiation and procurement services; d. Construction, lease, operation and management of healthcare units, namely hospitals and clinics, as well as the rendering of medical and surgical services in general, diagnostic and therapeutic activities, on an in-patient and out-patient basis and also the development of prevention programmes, provision of long-term care, home care and specialised support in situations of dependency, including rehabilitation and occupational therapy; e. Construction, lease, operation and management of support units tailored to the needs of the elderly population, such as retirement homes, assisted residential units, nursing homes and day-centres even if belonging to public or private entities, And may further operate other related or complementary businesses. 21

22 Lisbon, 16 January 2015 For Fidelidade Companhia de Seguros, S.A. 22

23 PROPOSAL for Item Two of the Agenda for the Extraordinary General Shareholders Meeting of Espírito Santo Saúde SGPS. S.A. Public company (the Company ) Called for 9 February 2015 at 11 a.m. Whereas: a) the discussion and voting of the present proposal depends on the approval of the amendment of the Company's scope provided for in Item One of the Agenda; b) the approval of the amendment to the scope referenced in the previous paragraph entails the company's ceasing to qualify as a holding company (sociedade gestora de participações sociais) and it would therefore no longer be able to include the acronym "SGPS" in its corporate name; c) FIDELIDADE COMPANHIA DE SEGUROS, S.A., a limited liability company registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number of , with registered office at Largo do Calhariz, 30, Lisbon, with the share capital of 381,150,000.00, ("Fidelidade"), became the Company's largest shareholder as a result of the takeover bid concluded on 17 October 2014 and it therefore no longer makes sense to maintain the expression Espírito Santo Saúde in the Company's name, Fidelidade, as a Company shareholder, submits to Shareholder consideration and discussion, further proposing the approval thereof, the amendment of the Company's name from Espírito Santo Saúde SGPS. S.A. to Luz Saúde, S.A.. Lisbon, 16 January 2015 For Fidelidade Companhia de Seguros, S.A. 23

24 PROPOSAL for Item Three of the Agenda for the Extraordinary General Shareholders Meeting of Espírito Santo Saúde SGPS. S.A. Public company (the Company ) Called for 9 February 2015 at 11 a.m. Whereas: (a) (b) (c) the discussion and voting of the present proposal depends on the approval of the amendment of the Company's corporate scope provided for in Item One of the Agenda; the discussion and voting of the present proposal also depends on the approval of the proposal for the amendment of the Company's name, provided for in Item Two of the Agenda; the approval of the proposals referenced in the previous paragraphs entails an amendment of the Company's bylaw provisions that establish its name and corporate scope, FIDELIDADE COMPANHIA DE SEGUROS, S.A., a limited liability company registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number of , with registered office at Largo do Calhariz, 30, Lisbon, with the share capital of 381,150,000.00, a shareholder of Espírito Santo Saúde SGPS, S.A., submits to Shareholder consideration and discussion, further proposing the approval thereof, the amendment of article 1 (1) and article 3 of the Company's bylaws, which would come to have the following wording: Article 1 Type, Name and Duration 24

25 1. The Company is organised as a limited liability company and adopts the name LUZ SAÚDE, S.A. 2. The Company will have an indefinite duration. Article 3 Scope 1. The Company's scope is the: a. Management of shareholdings in other companies, as an indirect form of pursuing economic activities; b. Purchase, sale and lease of equipment; c. Rendering of management, consulting, training, computer, operational, administrative, negotiation and procurement services; d. Construction, lease, operation and management of healthcare units, namely hospitals and clinics, as well as the rendering of medical and surgical services in general, diagnostic and therapeutic activities, on an in-patient and outpatient basis and also the development of prevention programmes, provision of long-term care, home care and specialised support in situations of dependency, including rehabilitation and occupational therapy; e. Construction, lease, operation and management of support units tailored to the needs of the elderly population, such as retirement homes, assisted residential units, nursing homes and day-centres even if belonging to public or private entities, And may further operate other related or complementary businesses. 2. The Company may freely acquire shareholdings as an unlimited liability partner or shareholdings in companies with a scope different from its own, in companies governed by special laws, as well as to participate in complementary groups of companies or in European economic interest groups." 25

26 Lisbon, 16 January 2015 For Fidelidade Companhia de Seguros, S.A. 26

27 PROPOSAL for Item Four of the Agenda for the Extraordinary General Shareholders Meeting of Espírito Santo Saúde SGPS. S.A. Public company (the Company ) Called for 9 February 2015 at 11 a.m. Whereas, in order to facilitate the simplification of the Company's governance structure following the shareholder shift taken place, (a) (b) Mr. Diogo José Fernandes Homem de Lucena resigned from office as Company Chairman; Mr. Luis Espírito Santo Silva Ricciardi, Mr. Pedro Gonçalo da Costa Pinheiro Líbano Monteiro, Mrs. Maria do Rosário Nunes Vicente Rebordão Sobral, Mr. António Davide de Lima Cardoso, Mr. Artur Aires Rodrigues de Morais Vaz, Mr. José Manuel Malheiro Holtreman Roquette, Mr. José Manuel Caeiro Pulido, Mr. Alexandre Carlos de Melo Vieira Costa Relvas, Mr. Nuno de Carvalho Fernandes Thomaz and Mr. Pedro Guilherme Beauvillain de Brito e Cunha resigned from office as members of the Board of Director; FIDELIDADE COMPANHIA DE SEGUROS, S.A., a limited liability company registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number of , with registered office at Largo do Calhariz, 30, Lisbon, with the share capital of 381,150,000.00, a shareholder of Espírito Santo Saúde SGPS, S.A., submits to Shareholder consideration and discussion, further proposing the approval thereof, the election of the following members of the Board of Directors in order to complete the mandate underway: 27

28 Jorge Manuel Batista Magalhães Correia Changzeng Ma José Manuel Alvarez Quintero Xiao Qiang Li Lingjiang Xu José Filipe de Sousa Meira Chairman Member Member Member Member Member and the Board of Directors would thereby be comprised as follows: Jorge Manuel Batista Magalhães Correia Isabel Maria Pereira Aníbal Vaz Changzeng Ma José Manuel Alvarez Quintero Xiao Qiang Li Lingjiang Xu Ivo Joaquim Antão João Paulo da Cunha Leite de Abreu Novais José Filipe de Sousa Meira Tomás Leitão Branquinho da Fonseca Chairman Vice-Chairman Member Member Member Member Member Member Member Member The approval of the referenced proposal will result in the decrease of the number of effective members of the Board of Director in the mandate underway from fifteen to ten. Lisbon, 16 January 2015 For Fidelidade Companhia de Seguros, S.A. 28

29 Jorge M. B. Magalhães Correia Jorge M. B. Magalhães Correia is president of the executive committee of the insurance companies Fidelidade, Multicare and Cares and chairman of the insurance company Universal Seguros (Angola). Regarding professional associations, he is vicepresident of the Portuguese Association of Insurance Companies, member of The Genève Association. Jorge M. B. Magalhães Correia began his career as a teacher at the School of Law of Universidade de Lisboa. He was a senior officer of the Inspectorate-General of Finances (Inspeção-Geral de Finanças), the Portuguese Securities Commission (Comissão de Mercado de Valores Mobiliários) and a Lawyer. He took on various corporate offices in the areas of finance and insurance and was, namely, a director and/or chairman of the insurance companies Mundial-Confiança, Fidelidade Mundial, Império Bonança and Via Directa. In the hospital sector, he was a director of USP Hospitales (Barcelona) and director and later chairman of HPP - Hospitais Privados de Portugal SGPS.. Other Corporate Offices: Vice-Chairman and President of the Executive Committee of Fidelidade Vice-Chairman and President of the Executive Committee of Multicare Vice-Chairman and President of the Executive Committee of Cares Chairman of Fidelidade Property Europe, S.A. Chairman of Fidelidade Property International, S.A. Chairman of Universal Vice-President of the Directing Council of the Portuguese Association of Insurance Companies 29

30 John Changzheng Ma Mr. John Changzheng Ma, aged 52 is the Non-executive board member and Chairman to Medical Devices Department of Shanghai Fosun Pharmaceutical (Group) Co.,ltd (Stock code: SH, HK) (Fosunpharma in brief). Fosunpharma is one of the leading companies among the listed companies of pharmaceutical industry. It is also the third listed company in the pharmaceutical and healthcare industry which both listed in Shanghai and Hongkong. He is appointed as the senior assistant to president of Shanghai Fosun High Technology (Group) Corp., Ltd (Fosun Group in brief) from Dec Mr. Ma is also the Executive President to Healthcare Holdings of Fosun Group. Fosun Group founded in 1992, its business covers Pharmaceutical, Real Estate Development, Steel, Mining, Retail, Service Industry and Strategic Investment. Thanks to China s huge population and its consumption, investment demand, the continuing urbanization and other Chinese drive like the manufacture service around the world, all Fosun Group s main business have been growing steadily over the past years. Each sector has entered the top 10 of its own segment market. Fosun Group as a whole also has entered the Top 100 among the Chinese companies. Mr. Ma was the engineer at Shanghai Metallurgical Design and Research Institute* ( 上 海 冶 金 設 計 研 究 院 ) from June 1983 to July 1990, operation manager of International Business Department in Preformed Line Products Company (NASDAQ: PLPC), from May 1995 to May 2000, vice president and general manager of GE Healthcare China from May 2000 to May 2005, president of Asia-Pacific of Pentair Ltd. (NYSE: PNR), from May 2005 to May 2010, and vice president of Express Scripts Holding Company (NASDAQ: ESRX), and its president in China from May 2010 to December Mr. Ma obtained a Bachelor degree in metallurgy from University of Shanghai for Science and Technology* ( 上 海 理 工 大 學 ) in July 1983, and a master of science in materials science engineering and a Doctoral degree in Philosophy from Wayne State University in May 1992 and December 1996, respectively. 30

31 Jose M. Alvarez Quintero Jose M. Alvarez Quintero is a member of the executive committee of the insurance companies Fidelidade and Cares and chairman of GEP, Cetra and Safemode. Regarding associations, he is the president of the permanent committee for reports and accidents of the Portuguese Association of Insurance Companies. He has an economy degree from Universidad de Santiago de Compostela and his career has always been in the insurance sector. He was a director of Médis, Auto- Gere, Império Bonança, Seguro Directo and Multicare, among others and was also President of the International Motor Claims Handing Group of Eurapco from 2002 to In Spain, Jose M. Alvarez Quintero occupied positions of responsibility in big companies within the insurance sector, such as Catalana Occidente and Vitalicio Seguros. He further participated in the founding of new companies, such as Império- España and Seguros Universal Asistencia. Other Corporate Offices: CETRA - Centro Técnico de Reparação Automóvel S.A Chairman EAPS - Empresa de Análise, Prevenção e Segurança, S. A (SAFEMODE) Chairman GEP - Gestão de Peritagens, SA Chairman CARES - Companhia de Seguros, SA Member 31

32 Xiao-Qiang Li Expertise in healthcare industry: Over 25 years of experience in healthcare industry, ranging from Health service equity investment and buyout, venture capital investment, medical practice, physician training, ambulatory care management, business startup, biopharmaceutical R&D,, biopharmaceutical manufacturing and pharmaceutical regulatory affairs; Leadership in managing multiple business entities; Communication skills cross business sectors and government relationship management. Professional experiences: Managing Director, Healthcare Holding, Fosun Group ( Present) Responsible and lead investment in international and domestic health service sectors. Executive Director, Healthcare Holding, Fosun Group ( Present) Responsible and lead investment in international and domestic health service sectors. Chief Medical Officer, CITIC Medical & Health Group ( ) Responsible and oversee hospital related acquisition and post acquisition management. Coordinating Medical Investment and other investment activities (e.g. Senior care business investment). General Manager, Medical Investment Center ( ) CITIC Medical and & Health Group Responsible for acquisition and daily operation of the Medical Investment center. Founder and General Manager ( ) Tasly-Jenner Biotech (Tianjin) Co.,Ltd - Tianjin, China Funded the company from scratch ten years ago; aiming at development high quality biosimilars to serve locally and globally, managed to finish China s first subunit influenza vaccine IND filing and permit for clinical research within five years; the company is currently staffed with 205 employees. 32

33 Selected Achievements: o o o o o o o o o Design and establish laboratory platform for influenza vaccine development Establish subunit influenza vaccine manufacturing process Design and build cgmp standard pilot plant for influenza vaccine clinical sample production Established quality system and standard for subunit influenza vaccine Successfully filing of IND for subunit influenza vaccine Successfully finished second round fund raising of 120 million Supervise successful clinical research for the subunit influenza vaccine Concept designing, supervising construction and commissioning of influenza vaccine manufacturing plant Successfully managed cgmp inspection and granted NDA and manufacturing permit from SFDA General Manager Shanghai Tasly Pharmaceutical Co.,Ltd - Shanghai, China Started as senior deputy general manager in 2006 and assumed general manager position one year later to lead the six year old biopharmaceutical company staffed with 120 employees; develop and commercialize China s first novel/second generation thrombolytic drug recombinant human Pro-Urokinase. Selected Achievements: o o o o Re-design and streamline ProUK s manufacturing process Successfully filed and granted NDA from SFDA Managing remodeling of manufacturing plant for compliance with cgmp version 2011 Successfully managed cgmp inspection and manufacturing permit issuance (pending) ProUK s new clinical indication development 33

34 General Manager, Tianjin Tasly Biotech Venture Capital management Co. ( ) Responsible for managing the 160,000,000 VC fund. Director, Tasly Biopharmaceutical R&D Institute Reorganize and direct this fully-functional biopharmaceutical research and development institute, staffed with 36 research scientists. Selected Achievements: o Established a platform based R&D center with upstream, downstream, analytical, formulation/dds and vaccine platforms o Establish a matrix management system for research project management o New drug development planning and execution - Recombinant protein drug for wound healing - Phase II/III - Recombinant protein drug for neurodegenerative disease - I/II - Multivalent polysaccharide conjugate vaccine - Preclinical phase - Monovalent polysaccharide conjugate vaccine - Preclinical phase - Monoclinical antibody for autoimmune diseases - Preclinical phase - Oligopeptide for cancer - Preclinical phase - Polypeptide for cancer - Preclinical phase o Biopharmaceutical Manufacturing process development o Vector design for recombinant protein production o Recombinant cell line development o CD culture media design and culturing process development Faculty Attending Physician, Family Practice center ( ) Southwest Washington Hospital and Medical Center Medical Director, Family Practice Center, Advocate-Christ Hospital ( ) Oak Lawn, IL, USA 34

35 Other responsibilities Board of Director, CITIC-Xiangya Hospital for Assisted Reproduction (2013) Expert Consultant, Tianjin High Court Intellectual Property Division ( ) Director of the Board ( ) Transgene Tasly Biopharmaceutical (Tianjin) Co., Ltd Negotiated and organized the formation of a joint venture between Tasly Pharmaceutical Co. and Transgene (A subsidiary of BioMerieux, France); help steering the future direction of this company. Education Master of Business Administration (MBA) University of Illinois at Chicago Master of Science University of Chicago Medical Residency Training (MD) University of Illinois at Chicago Medical School Bachelor of Medicine Beijing Medical University 35

36 Lingjiang Xu Mr. Xu, aged 44, has the degree of Master in Finance from London Business School. Mr Lingjiang Xu is currently Executive Chief Representative of Fosun Group Lisbon Office. Mr Xu served at Chinese Ministry of Commerce for over 15 years, during which he also worked at Chinese diplomatic missions in the UK and Germany. Before Joining Fosun Group, he worked in London and Shanghai in investment banking and private equity businesses. 36

37 José Filipe Sousa Meira José Filipe de Sousa Meira has a law degree from Universidade de Coimbra. He began his career with the then securities regulator Auditor Geral do Mercado de Títulos (1988 to 1990), having also worked at Crédito Predial Português (1990), IFADAP (1990 to 1992) and the current securities regulator CMVM - Comissão de Mercado de Valores Mobiliários (1992 to 1996). He began his collaboration with Companhia de Seguros Mundial-Confiança, currently Fidelidade Companhia de Seguros, in 1996 and was a manager for legal and compliance issues, as well as a Lawyer. He was a member of the board of directors of HPP SGPS Hospitais Privados de Portugal and of its subsidiary companies from 1999 to He was a member of the board of directors of Real Vida Companhia de Seguros (2009 to 2013) and a member of the board of directors of Ok!Teleseguros from 2008 to

38 PROPOSAL for Item Five of the Agenda for the Extraordinary General Shareholders Meeting of Espírito Santo Saúde SGPS. S.A. Public company (the Company ) Called for 9 February 2015 at 11 a.m. Whereas the discussion and voting of the present proposal depends on the approval of the proposal for election of new members to the Board of Directors to the current term of office and reduction of the effective number of members of the Board of Directors in the referred term of office, provided for in Item Four of the Agenda; FIDELIDADE COMPANHIA DE SEGUROS, S.A., a limited liability company registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number of , with registered office at Largo do Calhariz, 30, Lisbon, with the share capital of 381,150,000.00, a shareholder of Espírito Santo Saúde SGPS, S.A., submits to Shareholder consideration and discussion, further proposing the approval thereof, a recommendation to the Board of Directors that it appoint Board of Directors member Mr. José Filipe de Sousa Meira to the Executive Committee, as a result of which the Executive Committee would come to be comprised of the following members of the Board of Directors: Isabel Maria Pereira Aníbal Vaz Ivo Joaquim Antão João Paulo da Cunha Leite de Abreu Novais José Filipe de Sousa Meira Tomás Leitão Branquinho da Fonseca Chairman Member Member Member Member Lisbon, 16 January 2015 For Fidelidade Companhia de Seguros, S.A. 38

39 PROPOSAL for Item Six of the Agenda for the Extraordinary General Shareholders Meeting of Espírito Santo Saúde SGPS. S.A. Public company (the Company ) Called for 9 February 2015 at 11 a.m. FIDELIDADE COMPANHIA DE SEGUROS, S.A., a limited liability company registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number of , with registered office at Largo do Calhariz, 30, Lisbon, with the share capital of 381,150,000.00, a shareholder of Espírito Santo Saúde SGPS, S.A., submits to Shareholder consideration and discussion, further proposing the approval thereof, a recommendation to the Company's Board of Directors that it create an Advisory Board, in order to support the Company's and its subsidiaries' development strategy, which would be comprised of independent persons of recognised merit and the Chairman and President of the Executive Committee would be a part thereof, by virtue of their office, with the following characteristics: 1. Duties: (a) (b) To analyse and reflect on the Luz Saúde group's global strategy, as a part of the Fidelidade group, stating its opinion on the general outline of the business plan; To accompany the implementation progress of the Luz Saúde group's expansion and investment strategy, as a part of the Fidelidade group, considering the issues submitted to it by the Board of Directors. 2. Functioning: (i) the Advisory Board shall convene whenever called by the Chairman; (ii) the mandate of the members of the Advisory Board shall coincide with the mandate of the Board of Directors; and 39

40 (iii) the members of the Advisory Board, save for those appointed by virtue of their office, may be remunerated as determined by the Board of Directors, which may delegate this duty to the Executive Committee. 3. Initial composition Notwithstanding the Board of Directors' appointment of other national or foreign persons of recognised merit, the following persons are hereby appointed as president of the Advisory Board, Mr. Diogo Lucena, and as members of the same Advisory Board, Mrs. Maria de Belém Roseira, Mr. Nuno Fernandes Thomaz, Mr. José Caeiro Pulido and Mr. Senhor Dr. José Araújo e Silva. Lisbon, 16 January 2015 For Fidelidade Companhia de Seguros, S.A. 40

41 PROPOSAL for Item Seven of the Agenda for the Extraordinary General Shareholders Meeting of Espírito Santo Saúde SGPS. S.A. Public company (the Company ) Called for 9 February 2015 at 11 a.m. Whereas the President of the Company's Shareholders Meeting Board received resignation letters on 14 January 2015 from: (c) (d) Mr. Rui Manuel Duarte Sousa da Silveira, as President of the Remuneration Committee; Mr. Luís Miguel Nogueira Freire Cortes Martins and Mr. Jacques dos Santos, as members of the Remuneration Committee; the Shareholder of Espírito Santo Saúde SGPS. S.A., FIDELIDADE COMPANHIA DE SEGUROS, S.A., a limited liability company registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number of , with registered office at Largo do Calhariz, 30, Lisbon, with the share capital of 381,150,000.00, submits to Shareholder consideration and discussion, further proposing the approval thereof, the election of the following members of the Remuneration Committee for the remaining period of the mandate underway: Lan Kang Rogério Campos Henriques José Alvarez Quintero President Member Member Lisbon, 16 January 2015 For Fidelidade Companhia de Seguros, S.A. 41