1. business and industrial
2. company
3. merger and acquisition

CONVENING NOTICE AND PREPARATORY
INFORMATION
EXTRAORDINARY GENERAL MEETING
9 FEBRUARY 2015
Hospital da Luz’s Auditorium
Avenida Lusíada, n.º 100, 1500-650 Lisboa
1
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
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, 9th, 1070-313 Lisbon, with the sole taxpayer and registration number at
Lisbon’s Commercial Registry Offices 504 885 367, with a share capital of 95.542.254
euros, to meet at an Extraordinary General Shareholders’ Meeting, to be held in
Hospital da Luz’s Auditorium, located at Avenida Lusíada, nr. 100, 1500-650
Lisbon, on February 9th 2015, at 11.00 0’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
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 00.00 a.m. (GMT) of the fifth
negotiation day prior to the date of the General Meeting of Shareholders,
i.e. February 2Th 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
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, 11.59 p.m. (GMT)
of the negotiation day prior to the Record Date, i.e., of January 30th 2015,
and may resort, for such purpose, to the forms made available at the company’s
registered offices or on the website www.essaude.pt. The declaration to the
Chairman of the Board of the General Meeting of Shareholders may be conveyed
by e-mail through the following e-mail address: [email protected].
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 11.59 p.m. (GMT) of
January 30th 2015, information on the number of shares registered in the
name of each of their clients, with reference to 00.00 a.m. of the Record
Date, and may use, for such purpose, the following e-mail address:
[email protected].
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, 11.59 p.m. (GMT) of January 30th
2015 and 11.59 p.m. of February 2th 2015.
5
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 www.essaude.pt 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
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 11.59 p.m. (GMT) of
January 30th 2015.
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
00.00 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
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
www.essaude.pt.
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 05.00 p.m. (GMT) of February 4th
2015. 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
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
www.essaude.pt, 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”)
(www.cmvm.pt.).
9
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 16th 2015
The Chairman of the Board of the General Meeting of Shareholders,
(Luís Miguel Cortes Martins)
10
VOTING BALLOT1
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
1070-313 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 4th, 2015.
11
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 www.essaude.pt.
__________________, ____________ 2015
_______________________________________
(Signature2)
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
STATEMENT OF PARTICIPATION AT THE EXTRAORDINARY GENERAL
SHAREHOLDERS’ MEETING3
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
1070-313 Lisbon
_______________, _________ 2015
Subject: Extraordinary General Shareholders’ Meeting – February 9th, 2015
Name/Corporate name:
__________________________________________________________
Address/Registered office: __________________________________________________________
Postal Code:
__________________________________________________________
Taxpayer
__________________________________________________________
number/Corporate
identification number:
Telephone/E-mail:
__________________________________________________________
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 30th, 2015. The statement may be
conveyed by e-mail to the e-mail address [email protected] as foreseen in the convening notice of the
General Meeting of Shareholders.
13
Extraordinary General Shareholders’ Meeting of Espírito Santo Saúde to be held on
February 9th, 2015.
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 2th, 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 2th, 2015.
Yours Faithfully,
_________________________________________
(Signature)
14
STATEMENT OF PARTICIPATION AT THE EXTRAORDINARY GENERAL
SHAREHOLDERS’ MEETING4
To
______________________________
5
Address:_______________________
Postal Code:
______________________________
Facsimile:
______________________________
______________, __________ 2015
Subject: Extraordinary General Shareholders’ Meeting – February 9th, 2015
Name/Corporate name:
___________________________________________________
Address/Registered
office:
___________________________________________________
Postal Code:
___________________________________________________
Taxpayer
number/Corporate
identification number:
___________________________________________________
Telephone/E-mail:
___________________________________________________
Bank identifier code:
___________________________________________________
4
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 30th, 2015.
5
Identification of the Financial Intermediary to which the book-entry securities individual account was entrusted and
where the shares are registered.
15
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 9th, 2015.
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 2th, 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 2th, 2015. You may use the e-mail address [email protected], 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
REPRESENTATION LETTER6
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
1070-313 Lisbon
______________, __________ 2015
Subject: Extraordinary General Shareholders’ Meeting – February 9th, 2015
__________________________________________________________
Name/Corporate name:
Address/Registered office: __________________________________________________________
__________________________________________________________
Postal Code:
Taxpayer
number/Corporate
identification number:
__________________________________________________________
Telephone/E-mail:
__________________________________________________________
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 9th, 2015, at 11:00 a.m. (GMT), in Hospital da Luz’s
Auditorium,
located
at
Avenida
Lusíada,
nr.
100,
1500-650
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 30th, 2015.
17
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,
_________________________________________
(Signature7)
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
GROUPING LETTER8
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
1070-313 Lisbon
______________, __________ 2015
Subject: Extraordinary General Shareholders’ Meeting – February 9th, 2015
Name/Corporate name:
__________________________________________________________
Address/Registered office: __________________________________________________________
Postal Code:
__________________________________________________________
Taxpayer
number/Corporate
identification number:
__________________________________________________________
Telephone/E-mail:
__________________________________________________________
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 9th, 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 30th, 2015.
19
100, 1500-650 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,
_________________________________________
(Signature9)
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
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 500.918.880, with registered office at
Largo do Calhariz, 30, 1200-086 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
Lisbon, 16 January 2015
For Fidelidade – Companhia de Seguros, S.A.
22
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 500.918.880, with registered
office at Largo do Calhariz, 30, 1200-086 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
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)
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;
(b)
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;
(c)
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 500.918.880, with registered office at Largo do Calhariz, 30, 1200086 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
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
Lisbon, 16 January 2015
For Fidelidade – Companhia de Seguros, S.A.
26
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)
Mr. Diogo José Fernandes Homem de Lucena resigned from office as Company
Chairman;
(b)
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 500.918.880, with registered office at Largo do Calhariz, 30, 1200086 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 2014-2017 mandate underway:
27
Jorge Manuel Batista Magalhães Correia
Chairman
Changzeng Ma
Member
José Manuel Alvarez Quintero
Member
Xiao Qiang Li
Member
Lingjiang Xu
Member
José Filipe de Sousa Meira
Member
and the Board of Directors would thereby be comprised as follows:
Jorge Manuel Batista Magalhães Correia
Chairman
Isabel Maria Pereira Aníbal Vaz
Vice-Chairman
Changzeng Ma
Member
José Manuel Alvarez Quintero
Member
Xiao Qiang Li
Member
Lingjiang Xu
Member
Ivo Joaquim Antão
Member
João Paulo da Cunha Leite de Abreu Novais
Member
José Filipe de Sousa Meira
Member
Tomás Leitão Branquinho da Fonseca
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
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
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: 600196-SH, 02196-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. 2014. 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 2012.
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
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, AutoGere, Império Bonança, Seguro Directo and Multicare, among others and was also
President of the International Motor Claims Handing Group of Eurapco from 2002 to
2005.
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 ImpérioEspaña 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
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 (2014.10 - Present)
Responsible and lead investment in international and domestic health service
sectors.
Executive Director, Healthcare Holding, Fosun Group (2014.2 - Present)
Responsible and lead investment in international and domestic health service
sectors.
Chief Medical Officer, CITIC Medical & Health Group (2013.1 - 2013.6)
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 (2011 - 2012)
CITIC Medical and & Health Group
Responsible for acquisition and daily operation of the Medical Investment center.
Founder and General Manager (2001 – 2011)
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
Selected Achievements:
o
Design and establish laboratory platform for influenza vaccine
development
o
Establish subunit influenza vaccine manufacturing process
o
Design and build cGMP standard pilot plant for influenza vaccine clinical
sample production
o
Established quality system and standard for subunit influenza vaccine
o
Successfully filing of IND for subunit influenza vaccine
o
Successfully finished second round fund raising of ￥120 million
o
Supervise successful clinical research for the subunit influenza vaccine
o
Concept designing, supervising construction and commissioning of
influenza vaccine manufacturing plant
o
Successfully managed cGMP inspection and granted NDA and
manufacturing permit from SFDA
General Manager 2007 - 2011
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
Re-design and streamline ProUK’s manufacturing process
o
Successfully filed and granted NDA from SFDA
o
Managing remodeling of manufacturing plant for compliance with cGMP
version 2011
o
Successfully managed cGMP inspection and manufacturing permit
issuance (pending) ProUK’s new clinical indication development
33
General Manager, Tianjin Tasly Biotech Venture Capital management Co.
(2003 – 2005)
Responsible for managing the ￥160,000,000 VC fund.
Director, Tasly Biopharmaceutical R&D Institute 2006 - 2011
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 (2000 - 2001)
Southwest Washington Hospital and Medical Center
Medical Director, Family Practice Center, Advocate-Christ Hospital (1997 –
2000)
Oak Lawn, IL, USA
34
Other responsibilities
Board of Director, CITIC-Xiangya Hospital for Assisted Reproduction
(2013)
Expert Consultant, Tianjin High Court Intellectual Property Division (2012 2017)
Director of the Board (2010 – 2011)
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
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
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 2008. 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 2015.
37
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 500.918.880, with registered office at Largo do Calhariz, 30, 1200086 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
Chairman
Ivo Joaquim Antão
Member
João Paulo da Cunha Leite de Abreu Novais
Member
José Filipe de Sousa Meira
Member
Tomás Leitão Branquinho da Fonseca
Member
Lisbon, 16 January 2015
For Fidelidade – Companhia de Seguros, S.A.
38
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 500.918.880, with registered office at Largo do Calhariz, 30, 1200086 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)
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;
(b)
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
(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
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)
Mr. Rui Manuel Duarte Sousa da Silveira, as President of the Remuneration
Committee;
(d)
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 500.918.880, with
registered office at Largo do Calhariz, 30, 1200-086 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 2014-2017 mandate
underway:
Lan Kang
President
Rogério Campos Henriques
Member
José Alvarez Quintero
Member
Lisbon, 16 January 2015
For Fidelidade – Companhia de Seguros, S.A.
41
Lan Kang
Ms. Lan Kang is a Senior Assistant President and Chief Human Resources Officer at
Fosun Group, a Chinese Investment Group headquartered in Shanghai and listed in
the Hong Kong Stock Exchange. Fosun Group maintains a strong base in China and
invests in the country's growth fundamentals, implementing its unique investment
model of "combining China's growth momentum with global resources". Being in
charge of Human Resources Management at Fosun Group, Ms. Kang is responsible
for HR strategy development, HR policy and process improvement as well as
performance measurement and incentive scheme development in the company. Her
efforts covers the full spectrum of talent attraction, retention, training and development.
Prior to joining Fosun Group, Ms. Kang was a Senior Client Partner focusing on
executive search and leadership development at Korn/Ferry International’s Greater
China Office. She also once worked on management consulting at McKinsey &
Company’s Greater China office. She assisted many leading multinational and local
Chinese companies in strategy development, operation improvement, and change
management, as well as talent acquisition and leadership development, especially in
the Healthcare sector.
Ms. Kang received her M.B.A. with Honors from The Wharton School, University of
Pennsylvania, in 2002. She spent 9 years in the US, working in scientific research and
drug discovery at Memorial Sloan Kettering Cancer Center and American Home
Product (currently part of Pfizer). She also obtained her Bachelor of Science degree
from Zhejiang University in China, and a Master of Science degree from Tulane
University in the U.S.
42
Rogério Campos Henriques
Rogério Campos Henriques is currently CIO and Executive Board Member of
Fidelidade Seguros, the leading Life and Non-Life Insurance company in Portugal.
Besides IT, he coordinates Human Resources, Process Improvement and several
Support Processes areas across the company. In APS (Portuguese Insurers
Association) he coordinates the Technical Committee for “Segurnet” – the association’s
core IT platform supporting Portuguese insurers.
He is in the Group since 2008, previously managing the IT areas and being a Board
Member of Multicare, the health insurance. During this period he was responsible for
implementing the IT Strategic Master Plan and lead the turnaround and organizational
restructuring of the IT department.
Before joining Fidelidade, Rogério worked for several years (1994-2002) at The Boston
Consulting Group both in Portugal and Spain as a senior manager for the practices of
Telecom and Financial Services and later at Portugal Telecom Group (2003-2008),
being responsible for Business Development at the holding level and Chief Marketing
Officer for the Groups’s Africa Operations.
Rogério holds a 5-year degree in Economics from Universidade Católica Portuguesa in
Lisbon and an MBA from INSEAD.
43
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, AutoGere, Império Bonança, Seguro Directo and Multicare, among others and was also
President of the International Motor Claims Handing Group of Eurapco from 2002 to
2005.
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 ImpérioEspaña 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
44
CORPORATE BODIES
SHAREHOLDERS MEETING BOARD
President:
Luís Miguel Nogueira Freire Cortes Martins
Vice-President:
Francisco Manuel Balixa Tapum Leal Barona
Secretary:
Ana Vanessa Guedes Teixeira
BOARD OF DIRECTORS
President:
Member of the Board of Directors and
President of the Executive Committee:
Diogo José Fernandes Homem de Lucena
Isabel Maria Pereira Aníbal Vaz
Members of the Board of Directors
and of the Executive Committee:
Ivo Joaquim Antão
João Paulo da Cunha Leite de Abreu Novais
Pedro Gonçalo da Costa Pinheiro Líbano Monteiro
Maria do Rosário Nunes Vicente Rebordão Sobral
Tomas Leitão Branquinho da Fonseca
António Davide de Lima Cardoso
Artur Aires Rodrigues de Morais Vaz
José Manuel Malheiro Holtreman Roquette
Members of the Board of Directors:
Alexandre Carlos de Mello Vieira Costa Relvas
José Manuel Caeiro Pulido
Nuno de Carvalho Fernandes Thomaz
Luís Espírito Santo Silva Ricciardi
Pedro Guilherme Beauvillain de Brito e Cunha
AUDIT BOARD
45
President:
João Carlos Tovar Jalles
Members:
António Luís Castanheira Silva Lopes
Clara José Cruz de Sequeira Viegas Penha Ventura
Alternate Member:
Luís Manuel Pereira da Silva
OFFICIAL CHARTERED ACCOUNTANT
Official Chartered Accountant:
Ernst & Young Audit & Associados - SROC S.A.,
inscrita na Ordem dos Revisores Oficiais de Contas
sob o n.º 178 e na CMVM sob o n.º 9011, com sede
na Avenida da República, n.º 90, 6.º, 1600-206
Lisboa, representada por Ricardo Filipe de Frias
Pinheiro (ROC n.º 739)
Alternate:
João Carlos Miguel Alves, inscrito na Ordem dos
Revisores Oficiais de Contas com o número 896
REMUNERATIONS COMMITTEE
President:
Rui Manuel Duarte Sousa da Silveira
Members:
Luís Miguel Nogueira Freire Cortes Martins
Jacques dos Santos
COMPANY SECRETARY
Secretary:
João Ferreira Rebelo
Alternate Secretary:
Joana Varela Pita
46
POSITIONS HELD IN OTHER ENTITIES BY THE MEMBERS OF THE
SHAREHOLDERS MEETING BOARD, WITH THE EXCEPTION OF BUSINESS
ENTITIES
16 January 2015
Luís Miguel Nogueira Freire Cortes Martins
i)
Positions held in other entities outside the Group
Gestespada, SGPS, S.A. (Director)
Partmelo, SGPS, S.A. (Director)
Prosint – SGPS, S.A. (Director)
Associação Portuguesa das Sociedade Concessionárias de Auto-Estradas ou
Pontes com Portagens (President of the Shareholders Meeting Board)
Agrodiesel, S.A. (President of the Shareholders Meeting Board)
Brockely – Imobiliária, S.A. (President of the Shareholders Meeting Board)
Controlinveste Media, SGPS, S.A. (President of the Shareholders Meeting
Board)
Controlinveste – SGPS, S.A. (President of the Shareholders Meeting Board)
Cremorne Imobiliária, S.A. (President of the Shareholders Meeting Board)
Elaia Lagar – Produção e Comercialização de Azeite, S.A. (President of the
Shareholders Meeting Board)
Gesprosint – Consultoria e Gestão de Investimentos e Projectos, S.A.
(President of the Shareholders Meeting Board)
Gripcom, SGPS, S.A. (President of the Shareholders Meeting Board)
Iberfar – Industria Farmacêutica, S.A. (President of the Shareholders Meeting
Board)
Lisnave Estaleiros Navais, S.A. (President of the Shareholders Meeting Board)
47
Lisnave Infraestruturas Navais, S.A. (President of the Shareholders Meeting
Board)
Melfer - estudos, Serviços e Participações, S.A. (President of the Shareholders
Meeting Board)
Melfina – estudos, Serviços e Participações, S.A. (President of the
Shareholders Meeting Board)
Mellopark – S.A. (President of the Shareholders Meeting Board)
Plazainveste – Promoção e Investimentos Imobiliários, S.A. (President of the
Shareholders Meeting Board)
Olivedesportos, Publicidade Televisão e Media, S.A. (President of the
Shareholders Meeting Board)
Olivedesportos - SGPS, S.A. (President of the Shareholders Meeting Board)
PPTV – Publicidade de Portugal e Televisão, S.A. (President of the
Shareholders Meeting Board)
Sociedade Agrícola Vale de Ouro (S.A.V.O.) S.A. (President of the
Shareholders Meeting Board)
Biocolza – Óleos e farinhas de Colza, S.A. (Secretary of the Shareholders
Meeting Board)
BRISA Auto-Estradas de Portugal, S.A. (President of the Remunerations
Committee)
ii)
Positions held in other entities in the Group
Does not hold positions in any other entities in the Group
Francisco Manuel Balixa Tapum Leal Barona
i)
Positions held in other entities outside the Group
Portugal Telecom, SGPS, S.A. (Secretary of the Shareholders Meeting Board)
48
Cascadeinvest, S.A. (President of the Shareholders Meeting Board)
Sunseasand, S.A. (President of the Shareholders Meeting Board)
Edíficio 41, S.A. (President of the Shareholders Meeting Board)
ii)
Positions held in other entities in the Group
Does not hold positions in any other entities in the Group
Ana Vanessa Guedes Teixeira
i)
Positions held in other entities outside the Group
Does not hold positions in any other entities outside the Group
ii)
Positions held in other entities in the Group
Does not hold positions in any other entities in the Group
49
POSITIONS HELD IN OTHER ENTITIES BY THE MEMBERS OF THE BOARD
OF DIRECTORS, WITH THE EXCEPTION OF BUSINESS ENTITIES
16 January 2015
Isabel Maria Pereira Aníbal Vaz
i)
Positions held in other entities outside the Group
Esumédica – Prestação de Cuidados Médicos, S.A. (Director) – resigned on 22
December 2014
Genomed – Diagnósticos de Medicina Molecular, S.A. (Director)
ii)
Positions held in other entities of the Group
Hospital da Luz – Centro Clínico da Amadora, S.A. (Chairman)
Hospital da Luz, S.A. (Chairman)
Hospital da Arrábida – Gaia, S.A. (Chairman)
Espírito Santo Saúde – Residência com Serviços Sénior, S.A. (Chairman)
Surgicare – Unidades de Saúde, S.A. (Chairman)
Clínica Parque dos Poetas, S.A. (Chairman)
RML – Residência Medicalizada de Loures, SGPS, S.A. (Chairman)
Vila Lusitano – Unidades de Saúde, S.A. (Chairman)
Hospital Residencial do Mar, S.A. (Chairman)
Hospor – Hospitais Portugueses, S.A. (Chairman)
Casas da Cidade – Residências Sénior, S.A. (Chairman)
SGHL – Sociedade Gestora do Hospital de Loures, S.A. (Chairman)
CRB – Clube Residencial da Boavista, S.A. (Chairman)
50
Espírito Santo Saúde – Serviços, ACE (Chairman)
Cliria – Hospital Privado de Aveiro, S.A. (Chairman)
Espírito Santo – Unidades de Saúde e de Apoio à Terceira Idade, S.A.
(Director)
Luís Espírito Santo Silva Ricciardi
i)
Positions held in other entities outside the Group
Esumédica – Prestação de Serviços Médicos, S.A. (Director)
AdvanceCare – Gestão de Serviços de Saúde S.A. (Director)
Luís Ricciardi – Serviços Médicos, Lda. (Managing Partner)
ii)
Positions held in other entities of the Group
Does not hold positions in any other entities in the Group
Ivo Joaquim Antão
i)
Positions held in other entities outside the Group
HL – Sociedade Gestora do Edifício, S.A. (Director)
ii)
Positions held in other entities of the Group
Hospital da Luz – Centro Clínico da Amadora, S.A. (Director)
Hospital da Luz, S.A. (Director)
Hospital da Arrábida – Gaia, S.A. (Director)
Clínica Parque dos Poetas, S.A. (Director)
Hospor – Hospitais Portugueses, S.A. (Director)
51
Casas da Cidade – Residências Sénior, S.A. (Director)
SGHL – Sociedade Gestora do Hospital de Loures, S.A. (Director)
CRB – Clube Residencial da Boavista, S.A. (Director)
Espírito Santo Saúde – Serviços, ACE (Member)
Cliria – Hospital Privado de Aveiro, S.A. (Director)
Espírito Santo – Unidades de Saúde e de Apoio à Terceira Idade, S.A.
(Director)
João Paulo da Cunha Leite de Abreu Novais
i)
Positions held in other entities outside the Group
Genomed – Diagnósticos de Medicina Molecular, S.A. (Director)
ii)
Positions held in other entities of the Group
Hospital da Luz – Centro Clínico da Amadora, S.A. (Director)
Hospital da Luz, S.A. (Director)
Instituto de Radiologia Dr. Idálio de Oliveira – Centro de Radiologia Médica,
S.A. (Chairman)
Hospital da Arrábida – Gaia, S.A. (Director)
HME – Gestão Hospitalar, S.A. (Director)
Surgicare – Unidades de Saúde, S.A. (Director)
Clínica Parque dos Poetas, S.A. (Director)
Vila Lusitano – Unidades de Saúde, S.A. (Director)
Hospital Residencial do Mar, S.A. (Director)
Hospor – Hospitais Portugueses, S.A. (Director)
52
Casas da Cidade – Residências Sénior, S.A. (Director)
SGHL – Sociedade Gestora do Hospital de Loures, S.A. (Director)
CRB – Clube Residencial da Boavista, S.A. (Director)
Espírito Santo Saúde – Serviços, ACE (Member)
Cliria – Hospital Privado de Aveiro, S.A. (Director)
Espírito Santo – Unidades de Saúde e de Apoio à Terceira Idade, S.A.
(Director)
Pedro Gonçalo Costa Pinheiro Líbano Monteiro
i)
Positions held in other entities outside the Group
Does not hold positions in other entities outside the Group
ii)
Positions held in other entities of the Group
Hospital da Luz, S.A. (Director)
Espírito Santo – Unidades de Saúde e de Apoio à Terceira Idade, S.A.
(Director)
Maria do Rosário Nunes Vicente Rebordão Sobral
i)
Positions held in other entities outside the Group
ADVITA – Associação para o Desenvolvimento de Novas Iniciativas para a
Vida (Chairman of the Management Board)
ii)
Positions held in other entities of the Group
Espírito Santo Saúde – Serviços, ACE (Member)
53
António Davide de Lima Cardoso
i)
Positions held in other entities outside the Group
Does not hold positions in other entities outside the Group
ii)
Positions held in other entities of the Group
Hospital da Arrábida – Gaia, S.A. (Director)
Hospor – Hospitais Portugueses, S.A. (Director)
CRB – Clube Residencial da Boavista, S.A. (Director)
Artur Aires Rodrigues de Morais Vaz
i)
Positions held in other entities outside the Group
Associação Portuguesa para o Desenvolvimento Hospitalar (President of the
General Assembly)
ii)
Positions held in other entities of the Group
SGHL – Sociedade Gestora do Hospital de Loures, S.A. (Director)
José Manuel Malheiro Holtreman Roquette
i)
Positions held in other entities outside the Group
Sociedade Agrícola da Herdade das Antas, S.A. (Director)
Sociedade Agrícola das Marrãs, Lda. (Managing Partner)
Terras de Alter, Companhia de Vinhos, Lda. (Managing Partner)
Cardiocir – Cirurgia Cardíaca, Unipessoal, Lda. (Managing Partner)
54
ii)
Positions held in other entities of the Group
Does not hold positions in other entities of the Group
Tomás Leitão Branquinho da Fonseca
i)
Positions held in other entities outside the Group
DTC Imobiliária-Gestão de Imóveis Lda. (Manager)
TTT – Participações e Investimentos Lda. (Manager)
ii)
Positions held in other entities of the Group
Hospital da Luz – Centro Clínico da Amadora, S.A. (Director)
Hospital da Luz, S.A. (Director)
Hospital da Arrábida – Gaia, S.A. (Director)
Espírito Santo Saúde – Residência com Serviços Sénior, S.A. (Director)
HME – Gestão Hospitalar, S.A. (Director)
Surgicare – Unidades de Saúde, S.A. (Director)
Clínica Parque dos Poetas, S.A. (Director)
RML – Residência Medicalizada de Loures, SGPS, S.A. (Director)
Hospital Residencial do Mar, S.A. (Director)
Hospor – Hospitais Portugueses, S.A. (Director)
Casas da Cidade – Residências Sénior, S.A. (Director)
SGHL – Sociedade Gestora do Hospital de Loures, S.A. (Director)
CRB – Clube Residencial da Boavista, S.A. (Director)
Espírito Santo Saúde – Serviços, ACE (Member)
55
Cliria – Hospital Privado de Aveiro, S.A. (Director)
Espírito Santo – Unidades de Saúde e de Apoio à Terceira Idade, S.A.
(Director)
Pedro Guilherme Beauvillain de Brito e Cunha
i)
Positions held in other entities outside the Group
Espírito Santo Financial Group, S.A. (Director)
T-Vida – Companhia de Seguros, S.A. (Chairman)
Espírito Santo Contact Center, S.A. (Chairman)
Seguros LOGO, S.A. (Chairman)
Advancecare – Gestão de Serviços de Saúde, S.A. (Chairman)
BES Companhia de Seguros, S.A. (Director)
Europ Assistance - Companhia Portuguesa de Seguros de Assistência, S.A.
(Chairman)
Esumédica – Prestação de Cuidados Médicos, S.A. (Chairman)
Europ Assistance Brasil (Chairman)
Espírito Santo Investment Bank – Execution Noble Limited (Director)
Companhia Seguros Tranquilidade, S.A. (Chairman of the Executive
Committee)
Sopete Golf, S.A. (Director)
ii)
Positions held in other entities of the Group
Espírito Santo – Unidades de Saúde e de Apoio à Terceira Idade, S.A.
(Chairman)
56
Diogo José Fernandes Homem de Lucena
i)
Positions held in other entities outside the Group
Fundação Batalha de Aljubarrota (Director)
Rádio e Televisão de Portugal, S. A. (Member of the Independent General
Counsil)
ii)
Positions held in other entities of the Group
Does not hold positions in other entities of the Group
Alexandre Carlos de Mello Vieira Costa Relvas
i)
Positions held in other entities outside the Group
Logoplaste Invest, S.A. e subsidiárias (Director)
Lusofinança Imobiliária, SGPS, S.A. e subsidiária (Director)
Porto Bay Algarve, S.A. (Director)
São Miguel dos Descobridores Vineyards, Lda. e subsidiárias (Manager /
Director)
Garrett Properties S.A. (Director)
Lusofinança Dois – Consultores Gestão, Lda. (Manager)
Casa Agrícola Alexandre Relvas, Lda. (Manager)
Invesvia – Investimentos Turísticos, S.A. (Director)
Norfin Investimentos, SGPS, S.A. e subsidiárias (Director)
ii)
Positions held in other entities of the Group
Does not hold positions in other entities of the Group
57
José Manuel Caeiro Pulido
i)
Positions held in other entities outside the Group
HValor, SGPS, S.A. (Director)
HMBO, SGPS, S.A. (Director)
HTECNIC Construções, Lda (Manager)
Sociedade Imobiliária Gago Coutinho, S.A. (Director)
Imocomércio, Sociedade Imobiliária, S.A. (Director)
Villa das Taipas, Sociedade de Investimentos Imobiliários, Lda. (Manager)
SEMPRE A CRESCER, Cooperativa de Solidariedade Social, CRL (Member of
Board)
HCINT – Empreendimentos Internacionais, Lda. (Manager)
HCERMOC, Investimentos em Moçambique, SGPS, Lda. (Manager)
CERAM – Cerâmica de Moçambique, Lda. (Director)
SEI – Sociedade de Empreendimentos Imobiliários, Lda. (Director)
SEI 2 – Sociedade de Empreendimentos Imobiliários, Lda. (Director)
SEI3 – Empreendimentos Imobiliários, Lda. (Director)
ii)
Positions held in other entities of the Group
RML – Residência Medicalizada de Loures, SGPS, S.A. (Director)
Hospital Residencial do Mar, S.A. (Director)
Vila Lusitano – Unidades de Saúde, S.A. (Director)
Nuno de Carvalho Fernandes Thomaz
i)
Positions held in other entities outside the Group
58
CTT SGPS (Non-executive Director)
Sociedade Gestora do Fundo de Capital de Risco Bem Comum (Chairman)
I Cook – Organização de Eventos, Lda. (Manager)
I Quick – Fornecimento de Refeições, Lda. (Manager)
Forum for Competitiveness (Vice-Chairman)
ACEGE – Associação Cristã de Empresários e Gestores (Vice-Chairman)
UNIAPAC – Union International d’Entrepreneurs Chrétiens (Member of the
European Board and the International Board)
Instituto Português De Corporate Governance (Member of the Advisory Board)
Nova School of Business and Economics da Universidade Nova de Lisboa
(President of the School Council)
ii)
Positions held in other entities of the Group
Does not hold positions in other entities of the Group
59
POSITIONS HELD IN OTHER ENTITIES BY THE MEMBERS OF THE AUDIT
BOARD, WITH THE EXCEPTION OF BUSINESS ENTITIES
16 January 2015
João Carlos Tovar Jalles
i)
Positions held in other entities outside the Group
Direct Profit, Lda. (Managing Partner)
Glintt - Global Intelligent Technologies, S.A. (Public Company) (Alternate
member of the Audit Board)
ii)
Positions held in other entities in the Group
Does not hold positions in any other entities in the Group
António Luís Castanheira Silva Lopes
i)
Positions held in other entities outside the Group
Does not hold positions in any other entities outside the Group
ii)
Positions held in other entities in the Group
Does not hold positions in any other entities in the Group
Clara José Cruz de Sequeira Viegas Penha Ventura
i)
Positions held in other entities outside the Group
Does not hold positions in any other entities outside the Group
60
ii)
Positions held in other entities in the Group
Does not hold positions in any other entities in the Group
Luís Manuel Pereira da Silva
i)
Positions held in other entities outside the Group
Glintt – Global Intelligent Technologies, S.A. (Public Company) (Chairman of
the Audit Board)
Sociedade Anglo-Portuguesa de Diatomite, Lda. (Managing Partner)
Fonemas Divertidos - Mediação Imobiliária, Lda. (Managing Partner)
ii)
Positions held in other entities in the Group
Does not hold positions in any other entities in the Group
61
POSITIONS HELD IN OTHER ENTITIES BY THE COMPANY SECRETARY,
WITH THE EXCEPTION OF BUSINESS ENTITIES
16 January 2015
João Ferreira Rebelo
i)
Positions held in other entities outside the Group
Does not hold positions in any other entities outside the Group
ii)
Positions held in other entities in the Group
Does not hold positions in any other entities in the Group
Joana Varela Pita
i)
Positions held in other entities outside the Group
Does not hold positions in any other entities outside the Group
ii)
Positions held in other entities of the Group
Does not hold positions in any other entities of the Group
62
SHARES AND VOTING RIGHTS
At this date, the share capital of Espírito Santo Saúde – SGPS, S.A. is represented by
95 542 254 shares corresponding to 955 422 votes.
63