INTRODUCTION OF

ESPIRITO SANTO SAUDE SGPS, SA

1. General Info

Instrument Name：ESPIRITO SANTO SAUDE SGPS, SA

IPO Date：12-Feb-2014

Capital Raised：25m€

ISIN Code：PTEPT0AM0005

Symbol：ESS

Location：Lisbon

Subsector：Health Care Providers

2. Background Info

Espírito Santo Saúde - SGPS, SA, Publicly Listed Company, as a holding company managing

stakers in its subsidiaries, leads one of the largest healthcare provision groups in the Portuguese

healthcare delivery market, in terms of revenues, and is continuing to expand. The Group

provides its services through 18 healthcare units (including eight private hospitals, one public

hospital being operated by Espírito Santo Saúde under a Public-Private partnership

agreement (PPP), seven private outpatient clinics and two senior residences) located in the

Northern, Central and South-Central regions of Portugal. In some regions Espírito Santo Saúde is

operating the only private hospital in the area. The Group has a significant presence in the two

regions of the country with the highest purchasing power (according to National Institute of

Statistics data): Lisbon, where it operates Hospital da Luz, the largest private hospital in Portugal,

and the porto metropolitan area, where it operates Hospital da Arrábida.

As of 30 September 2013, ES Saúde had 1,179 operational beds, and hired 8,907 staff.

For the nine months ended 30 September 2013, the Company had Operating Revenue of

€279.5 million and EBITDA of €43.1 million.

ES Saúde operates a diversified business model, organised into three main operating

segments:

3. Corporate Governance Structure

4. Board of Directors

Diogo José Fernandes Homem de Lucena* | Chairman of the Board of Directors

Isabel Maria Pereira Aníbal Vaz | Chief Executive Officer

João Paulo da Cunha Leite de Abreu Novais | Member of the Executive Committee

Tomás Leitão Branquinho da Fonseca | Member of the Executive Committee

Ivo Joaquim Antão | Member of the Executive Committee

Pedro Gonçalo da Costa Pinheiro Líbano Monteiro | Member of the Executive Committee

António Davide de Lima Cardoso | Member of the Executive Committee

Artur Aires Rodrigues de Morais Vaz | Member of the Executive Committee

José Manuel Malheiro Holtreman Roquette | Member of the Executive Committee

Maria do Rosário Nunes Vicente Rebordão Sobral | Member of the Executive Committee

Luís Espírito Santo Silva Ricciardi | Director

João Carlos Pellon Parreira Rodrigues Pena | Director

José Manuel Caeiro Pulido* | Director

Alexandre Carlos de Melo Vieira Costa Relvas* | Director

Nuno de Carvalho Fernandes Thomaz* | Director

Pedro Guilherme Beauvillain de Brito e Cunha | Director

5. Strategic Positioning

The Group’s competitive advantages allow it to benefit from trends at the local and regional

level that drive demand in the Portuguese healthcare market and allow it to expand, taking

advantage of new opportunities at the national and international level. The Group’s

competitive advantages include, among others:

A leadership position in Portugal;

A diversified network of healthcare units that covers a wide geographical area;

Investment in modern hospital facilities;

Long-term relationships with the main payers that operate in the Portuguese healthcare

sector;

A model based on the best services and infrastructures in the sector;

Highly qualified, experienced and motivated clinical staff;

Integration into the healthcare sector’s Public-Private Partnership Programme;

An experienced management team with a history of manag- ing growth based on clinical

excellence.

6. Vision

To be a healthcare provider recognized as a benchmark of excellence and innovation in

medical practice.

Espírito Santo Saúde’s commitment is absolute and unequivocal:

to ensure the best diagnosis and medical treatment that talent, innovation and dedication can

provide.

Espírito Santo Saúde offers a full range of healthcare services that ensures continuity of care

and can respond to changinghealth needs of people throughout their lives. Health needs of

people throughout their lives.

7. Mission

To diagnose and treat patients rapidly and effectively, with absolute respect for the

patient’s individuality, and to build an organization capable of attracting, developing and

retaining exceptional people.

The shared mission of all those who work in the Espírito Santo Saúde Group’s units is

embodied in how they apply best practices every day to achieve excellent results.

In order to fulfil its mission, the Espírito Santo Saúde Group, through is employees, is

committed to:

EXCELLENCE

Placing the interests of patients ahead of the interests of the organization.

Abiding by the highest ethical and professional standards.

Humanizing medicine, creating empathy with patients and their families.

Developing long-term relationships with our customers – patients and third party payers –

based on efficacy, integrity and trust.

INNOVATION

Providing the best possible health care that scientific and technological advances will allow.

Investing in cutting edge technology for providing innovative treatments.

TALENT

Working with the best professionals and fostering their continued development by investing

in training and establishing a culture of striving to meet the highest standards of

professional performance and personal achievement.

Managing an efficient, high-quality healthcare structure made up of competitive and

dynamic employees who are strongly committed to the organisation, its mission and its

values.

8. HISTORY

2000-2014

From the time of its founding in 2000, the Espírito Santo Saúde Group has built up of an integrated network

that includes hospitals, outpatient clinics and residential healthcare facilities, as well as different types of senior

residences.

2000

In 2000, Espírito Santo Saúde acquired a majority share in Cliria - Hospital Privado de Aveiro and in Hospital

da Arrábida in Vila Nova de Gaia.

2002

In 2002, Espírito Santo Saúde began managing the Hospital da Misericórdia de Évora in partnership with

other entities.

2003

In December 2003, the Group began the construction of the Luz Integrated Health Complex, which includes

Hospital da Luz and Casas da Cidade - Residências Sénior.

2004

In 2004, Cliria - Centro Médico de Águeda began operating and the Clube de Repouso Casa dos Leões

became fully integrated into Espírito Santo Saúde.

In July 2004, construction began on Hospital do Mar in the municipality of Loures.

2005

In May 2005, construction began on Hospital da Luz - Clínica de Oeiras (formely known as Clínica Parque

dos Poetas).

2006

In 2006, Hospital do Mar opened its doors and Espírito Santo Saúde acquired 100% of the share capital of

IRIO - Instituto de Radioterapia.

In March 2006, Espírito Santo Saúde acquired 100% of the share capital of Hospor, which included two

hospitals - Hospital de Santiago in Setúbal and Clipóvoa - Hospital Privado in Póvoa de Varzim, and three

outpatient clinics - Clínica de Cerveira, Clínica de Amarante and Clínica do Porto.

2007

In 2007, Hospital da Luz in Lisbon and Hospital da Luz - Clínica de Oeiras (formely known as Clínica Parque

dos Poetas) began operating.

2008

In 2008, the Hospital de Santiago renewed one of its inpatient floors.

2009

In 2009, the Casas da Cidade - Residências Sénior and Hospital da Luz - Centro Clínico da Amadora opened.

Cliria - Clínica de Oiã was also acquired that year.

At the end of the year, a management contract was signed under the Public-Private Partnership programme

for Hospital Beatriz Ângelo, located in the Municipality of Loures.

2010

In 2010, the Hospital da Arrábida doubled its capacity with new ambulatory surgery and specialised inpatient

areas, including a new maternity unit. Cliria - Hospital Privado was also extensively renovated and began

operating at its second location, doubling its ambulatory care capacity for outpatient consultations and imaging

exams. In Póvoa de Varzim, Clipóvoa - Hospital Privado is still undergoing renovation of its inpatient and

maternity areas and operating rooms. Hospital de Santiago has completed a new emergency department.

The first stone laying ceremony for Hospital Beatriz Ângelo took place in January 2010.

2011

The year 2011 was characterised by a heavy focus on preparing for the Hospital Beatriz Ângelo opening,

including completion of all the finishing work, structuring of all the hospital processes and recruiting staff.

The Hospital da Luz celebrated its 5-year anniversary in 2011, and opened a new outpatient paediatric unit.

The Hospital de Santiago new area dedicated do dentistry began activity.

The year 2011 was also marked by Espírito Santo Saúde’s winning the Excellence at Work Award.

2012

In 2012, Hospital Beatriz Ângelo, the first ES Saúde facility operating under a Public-Private Partnership

agreement, began operating on 19 January, with the opening of consultations of Pediatrics and Dermatology. The

opening process was completed on February 27, when the Emergency Department started its activity.

In March this year, the Hospital do Mar expansion works started due to the high demand for its

differentiated services. In July, the Cliria - Clínica de Oiã began its remodeling process. The Hospital de Santiago

renewed the areas of orthopedics and ophthalmology consultations.

2013

In 2013, the expansion of the Hospital do Mar and the renewal process of Cliria - Clínica de Oiã were

completed. The renovation of the main entrance and reception area of Hospital de Santiago was also completed.

The Clínica Parque dos Poetas was rebranded to Hospital da Luz - Clínica de Oeiras.

Hospital da Luz received for the third consecutive year the award of Best Company in the Healthcare Sector

from Exame 500 Maiores e Melhores Magazine, in partnership with Informa D&B and Delloitte.

The Hospital Beatriz Ângelo obtained the international quality accreditation by the Joint Commission

International (JCI).

2014

On February 12, at a special session of Euronext Lisbon, Espírito Santo Saúde became the first private

company in the health sector publicly listed. 49% of shares of ESS were placed and traded in the stock market.

On 15 October, at a special session of Euronext Lisbon, the Portuguese insurer Fidelidade announced the

acquisition of 96% shares of the Espírito Santo Saúde, thus becoming the new majority shareholder of Espírito

Santo Saúde. At the time it was announced the company's new name: Grupo Luz Saúde.

9. BUSINESS AREA AND UNITS OF ESPÍRITO SANTO SAÚ DE

The Group operates in the following business segments:

Private healthcare;

Public healthcare;

Other activities;

Holding company and shared services.

18 healthcare units:

including eight private hospitals；

one public hospital being operated by Espírito Santo Saúde under a Public-Private

partnership agreement (PPP) ；

seven private outpatient clinics；

two senior residences.

Private healthcaresegment

Public healthcaresegment

Other activities

Financial stakes

Hospitals

Outpatient

clinics

Hospital da Luz

Hospital da

Arrábida

Clipóvoa -

Hospital Privado

Hospital de

Santiago

Cliria - Hospital

Privado

Hospital do Mar

Cliria - Clínica de

Oiã

Hospital da Luz -

Clínica de Oeiras

Clipóvoa -

Clínica do Porto

Clipóvoa -

Clínica de

Amarante

Hospital da Luz -

Centro Clínico da

Amadora

Clipóvoa -

Clínica de

Cerveira

IRIO - Instituto

de Radioterapia

Cliria - Centro

Médico de

Águeda

Hospital Beatriz

Ângelo (PPP)

Senior

residences

Casas da Cidade -

Residências

Sénior

Clube de

Repouso Casa

dos Leões

Hospital da

Misericórdia de

Évora (50%)

Genomed (24%)

HL- Sociedade

Gestora do

Edifício (10%)

SN UNITS

1 CASAS DA CIDADE - RESIDÊNCIAS SÉNIOR

2 CLIPÓ VOA - CLÍNICA DE AMARANTE

3 CLIPÓ VOA - CLÍNICA DE CERVEIRA

4 CLIPÓ VOA - CLÍNICA DO PORTO

5 CLIPÓ VOA - HOSPITAL PRIVADO

6 CLIRIA - CENTRO MÉDICO DE ÁGUEDA

7 CLIRIA - CLÍNICA DE OIÃ

8 CLIRIA - HOSPITAL PRIVADO

9 CLUBE DE REPOUSO CASA DOS LEÕ ES

10 HOSPITAL DA ARRÁBIDA

11 HOSPITAL DA LUZ

12 HOSPITAL DA LUZ - CENTRO CLÍNICO DA AMADORA

13 HOSPITAL DA LUZ - CLÍNICA DE OEIRAS

14 HOSPITAL DA MISERICÓ RDIA DE ÉVORA

15 HOSPITAL DE SANTIAGO

16 HOSPITAL DO MAR

17 IRIO - INSTITUTO DE RADIOTERAPIA

18 HOSPITAL BEATRIZ ÂNGELO

Clipóvoa-Clínica de Cerveira

Clipóvoa-Clínica de Amarante

Clipóvoa-Hospital Privado

Hospital da Arrábida

Cliria - Hospital Privado Cliria - Centro Médico de Águeda

Cliria - Clínica de Oiã

Irio-Instituto de Radioterapia

Hospital da Misericórdia de Évora

Hospital do Mar

Hospital da Luz-Centro

Clínico da Amadora

Clube de Repouso Casa dos Leões

Hospital da Luz - Centro Clínico

da Amadora

Hospital da Luz - Clínica de Oeiras Hospital de Santiago

Clipóvoa - Clínica do Porto

结合上图看，ESS 大部分医疗设施位于第一大城市里斯本和第二大城市波尔图及阿威罗省。

10. Consolidated Financial Report FOR 2013

The most significant figures for the subsidiaries as at 31 December 2013 were:

光明医院是 ESS 最主要的收

入和利润来源，收入占整个

ESS 收入的三分之一；新名

称也是以光明来命名的。光

明医院是葡萄牙最大的私立

医院，位于葡萄牙首都里斯

本。

波尔图 ARRÁBIDA 医院是目

前是收入和利润第三多的医

院。波尔图也是葡萄牙第二

大城市

11. OUTLOOK FOR 2014

In 2014, the Portuguese economy is expected to return to positive GDP growth (1.1%

according to the Portuguese Central Bank). However, there are still several factors that can and

may offset the economical turnaround, being the most relevant the high level of unemployment

and the considerable tax burden on individuals and companies.

The health insurance market in Portugal has maintained its historical growth trajectory, with

an increase in premiums volume of 2.6% in the first half of 2014 (which compares with 2.4% in

the first quarter of the year). Relatively to the main healthcare subsystem (ADSE), the increase of

beneficiaries’ monthly contribution has been approved by the Constitutional Court, which allows

for the self sustainability of the system solely through this source. According to the latest ADSE

activity report, despite the contributions increase, the number of requests for termination was

very low (428 beneficiaries in 2013).

On the healthcare market, ESS believes the public sector will continue to be under

significant pressure on the available funding, which may have implications on access levels,

modernization of public hospitals and staff motivation.

In the remaining months of 2014, ESS will maintain its focus on leveraging the high demand

verified for its services on the private healthcare segment, in order to continue improving

capacity utilization, assets turnover and overall profitability. Simultaneously, the company will

proceed with its capacity expansion plans, namely in Hospital da Luz, in Hospital da Arrábida and

in Hospital da Luz – Clínica de Oeiras.

On the public healthcare segment, the Group will be focused on maintaining high levels of

activity growth (yearly growth expectation of 8 to 10%, based on contracted activity and

performance to date) and on efficiency enhancement initiatives, in order to continue to improve

Hospital Beatriz Ângelo’s profitability levels.

Additionally, the Group expects that, following the contacts with the Ministry of Health, the

Portuguese State will proceed, in the second half of 2014, to recognize the right of Hospital

Beatriz Angelo to receive payment for additional healthcare services rendered in outpatient

context to HIV/AIDS patients. This right is recognized to NHS hospitals and to Hospital de Braga

public-private partnership since 2013, after approval from the Court of Auditors. This

corresponds to a measure with significant impact in the hospitals’ financial performance. In

particular, for Hospital Beatriz Ângelo, the recognition of this right would represent an impact of

€1.0 million in operating revenues in the first half of 2014 and an estimated value of € 2.2 million

for the full year.

In the senior care market, the Group will expand the residential unit dedicated to early

dementia patients in its main senior residence (Casas da Cidade).

Regarding the project for a new private Hospital in Luanda, the Group will continue to

develop the initial planning and design activities in close collaboration with Teixeira Duarte.

12. HIGHLIGHTS FOR HALF OF 2014

In the first half of 2014, our business continued to grow, both in the private healthcare

segment and in the public healthcare segment.

Consolidated operating revenues increased by 6.4% vis-à-vis 2013 first half, reaching

€201.1 million

Consolidated EBITDA grew 1.0% to €28.3 million, with an EBITDA margin of 14.1%

versus 14.8% in 2013 H1, explained by structural costs increase associated with the fact

that ESS is now a listed company and by non recurrent effects (extraordinary revenue in

2013 Q2, extraordinary marketing costs in 2014 and return to a historical level of

provisions for clients bad debt)

Net Income attributable to shareholders was €8.7 million, representing a 45% growth

versus the same period in 2013

Total CAPEX of €7.5 million, of which €3.8 million corresponded to maintenance CAPEX

(1.9% of operating revenues)

ESS net debt decreased €26.1 million to €184.1 million (12% reduction versus 2013 FY),

reaching an annualized net debt to EBITDA ratio of 3.2x, comparing to 3.6x in 2013 EOY

In 2014 H1, Espírito Santo Saúde consolidated operating revenues increased by 6.4%

vis-à-vis 2013 H1, reaching €201.1 million, mainly driven by activity growth on the

private

healthcare segment (+4.5%) and on Hospital Beatriz Ângelo in the public healthcare

segment (+12.5%). The second quarter of 2014 presented a lower revenue growth

(4.3%) over the same period in 2013, when compared with the first quarter, due to less

work days (2014 first quarter had one more workday than in 2013 and 2014 second

quarter had less one workday than in 2013).

EBITDA reached €28.3 million in 2014 H1 (1.0% growth versus 2013 corresponding

period) and EBITDA margin reached 14.1%, a 0.8 p.p. decrease vis-à-vis 2013 H1. This

performance was driven by the increase in structural costs associated with the fact that

ESS is now a listed company and by the EBITDA margin 1.1 p.p. decrease on the private

healthcare segment, versus 2013 H1 EBITDA margin, reaching 18.4%. Regarding

Hospital Beatriz Ângelo (PPP), it evolved from a €0.1 million negative EBITDA in 2013

H1 to a €1.4 million positive EBITDA in 2014 H1, reaching a 3.1% EBITDA margin.

Net income attributable to shareholders reached €8.7 million, representing a 45.4%

growth versus the same period in 2013, driven by the operational results and by the

financial results improvement, as a result of outstanding debt reduction and spreads

improvement.

13. List of qualifying shareholders

14. ESPÍRITO SANTO SAÚDE SHARE

复 星 国 际 旗 下

Fidelity 保险

已经申请破产保护

的圣灵金融集团

15. The Health Sector in Portugal

In Portugal the healthcare sector revolves around the national health system (Sistema

Nacional de Saúde), which was created in 1979 to provide universal healthcare to all citizens in

all parts of the country, regardless of their social and economic status.

16. The healthcare regulatory environment in Portugal

The healthcare sector is one of the basic pillars of the State and it is a highly regulated

sector. The healthcare delivery system in Portugal consists of a network of public and private

healthcare service providers, with all healthcare delivery being coordinated by the Ministry of

Health – the government department responsible for defining and implementing national health

policy, ensuring sustainable use of resources and evaluation of outcomes as well as the funding

of public healthcare. Pursuant to Law 48/90 of 24 August (the Basic Law on Health) the Ministry

of Health’s primary function is to plan, regulate and manage the national health system (NHS), as

well as to supervise and inspect private healthcare service providers, whether they are

integrated into the NHS or not.

In 1993, a new NHS Statute was approved (Decree-Law 11/93 of 15 January) that identifies

and clarifies the role of the NHS. The NHS provides mainly direct acute hospital care, general

healthcare and maternity and pediatric services. Specialist and dental consultations, diagnostic

services, kidney dialysis, and physiotherapy treatments are more commonly provided in the

private sector (although they are in large part publicly funded).

Diagnostic services, kidney dialysis, and physiotherapy treatments are typically provided by

private practitioners under agreements with the NHS. No healthcare services are explicitly

excluded from NHS coverage except for dental services (which are neither provided nor funded

by the NHS). Highly specialized medical treatment that cannot be provided in Portugal for lack of

technical or human resources may be provided abroad under the NHS coverage in accordance

with specific legislation.

The amounts to be paid for healthcare provided under the NHS are established by the

Ministry of Health, as set out in Ministerial Order 163/2013 of 24 April. All hospitals belonging to

the NHS are an integral part of the public sector, including hospital facilities operated under

public-private partnership agreements (PPPs), as is the case of Hospital Beatriz Angelo (HBA) in

Loures. In addition to the NHS, there are several other healthcare subsystems. These subsystems

allow individuals other options when choosing a healthcare provider. Under these subsystems,

healthcare is provided either by professionals directly hired by these subsystems or through

contracts with public and/or private healthcare providers.

与葡语国家关系

由于历史原因，葡萄牙使用葡萄牙语，是全世界葡萄牙语国家的母国。葡同非洲葡语五

国（莫桑比克、安哥拉、佛得角、几内亚比绍、圣多美和普林西比）关系较为密切。作为葡语

国家最集中的地区和葡石油、天然气的主要供应地，非洲在葡外交中的分量愈加重要。

重视加强与巴西的传统关系。这些年来，对巴西投资 90 亿欧元，有 600 多家企业参与。2012

年上半年，葡对巴直接投资突破 3 亿欧元。

葡还积极利用葡语国家共同体（简称 CPLP，即葡共体），推动葡语国家之间的政治、外

交、经贸、文化合作。该共同体于 1996 年 7 月由葡萄牙和巴西倡议成立，总部设在里斯本，

成员国包括葡萄牙、巴西、安哥拉、莫桑比克、佛得角、几内亚比绍、圣多美和普林西比、

东帝汶（2002 年加入）

如果复星未来把非洲安哥拉和南美巴西作为拓

展的目标，葡萄牙是一个非常好的跳板。特别

是复星刚刚收购 ROC，还有扩展石油这层意义。