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Presentation to Manhattan Atlantic CapitalDiscussion Material

CONFIDENTIAL | October 2012

This presentation was prepared by Santander and the content herein is of a strictly confidential nature. This presentationcannot be reproduced, distributed or published by the recipient or used for any purpose whatsoever without the prior writtenconsent of Santander. Although the information contained in this presentation was obtained from sources considered reliable, Santander cannot guarantee the accuracy and truth of the same. The opinions presented herein represent those of Santander at the present time, and are, therefore, subject to amendment and alteration. Santander is not responsible for any direct losses or reduced profits that may result from the use of the information contained herein.


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p.1M&A TransactionsSantander is one of the leading M&A houses in Brazil and LatAm

M&A Brazil Announced TransactionsThomson ONE (12/2011)

M&A LATAM Announced TransactionsThomson ONE (12/2011)

Leadership in M&A and Delisting Tender Offers in Previous Years

Rank Advisor Value (US$ MM) # Transactions

1 Banco BTG Pactual SA 24,615 49

2 Credit Suisse 24,580 42

3 Itau Unibanco 24,112 39

4 Citi 21,485 32

5 Goldman Sachs & Co 28,138 30

6 JP Morgan 11,749 24

7 Santander 15,275 23

8 Banco Bradesco SA 12,213 229 UBS 20,903 18

10 Morgan Stanley 12,127 18

Rank Advisor Value (US$ MM) # Transactions

1 Banco BTG Pactual SA 24,615 49

2 Itau Unibanco 22,002 31

3 Credit Suisse 17,541 24

4 Banco Bradesco SA 12,213 22

5 Goldman Sachs & Co 17,068 19

6 Santander 13,253 14

7 BR Partners 1,355 13

8 Morgan Stanley 3,735 129 JP Morgan 8,789 11

10 Citi 10,846 10

2M&A Completed Transactions (Value)Thomson Financial2007

1M&A Announced Transactions (Value)Thomson Financial2007

1M&A Completed Transactions (Value)

ANBID2007

1M&A Completed Transactions (Value)Bloomberg2007

1M&A Announced Transactions (Value)Bloomberg2009

M&A Announced Transactions (Value)Bloomberg2007

1 2Delisting Tender Offer (Value)

ANBID2008

2Delisting Tender Offer (Value)

ANBID2007

2M&A Completed Transactions (Number)Thomson Financial2008

Sources: ANBID, Bloomberg and Thomson


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p.2

TransactionsSuccessfully

Closed bySantander

TransactionsLapsed thatSantanderWorked on

Santander Brazils M&A Experience in FIG Sector Significant experience in M&A transactions in the FIG sector with an aggregate transaction value ofapproximately US$ 24 billion

R$3,167,000,000

Sale of 51% of Santander Seguros Brasil to

February 2011

Financial Advisor to the Seller

US$2,719,000,000

Sale of 5% stake of Banco

Santander S.A. to Qatar HoldingLLC

October 2010


R$2,000,000,000

Acquisition of 100% stake ofGRV Solutions S.A.

December 2010

Financial Advisor to the Buyer

R$678,000,000

Acquisition of 50% of Real TokioMarine Vida e Previdncia

September 2009


67,100,000

Sale of ABN AMRO Bank N.V.Sucursal Paraguay to Banco

Regional

October 2008


12,000,000,000

Acquisition of

November 2007


US$1,191,000,000

Sale of its 3.64% stakein Serasa S.A

June 2007


US$142,500,000

Sale of its Private Bankingbusinesses operated from Miami

and Montevideo

June 2007


Undisclosed

Creation of Fidelity Processadorae Servios S.A., one of the

largest credit card processors inBrazil

April 2006

Financial Advisor

~R$ 100 MM

Potential Acquisition of a SaoPaulo State-based Mid-size

Health Insurance Player

2007


~R$ 600 MM

Potential Acquisition of Medial Sade

2008


FINANCIAL SPONSOR

~R$ 1 billion

Potential Acquisition of Intermdica

2009


FINANCIAL SPONSOR

~R$ 1 billion

Potential Acquisition of Intermdica

2011


FINANCIAL SPONSOR

R$1,664,000,000

Sales of Santanders participation

in Companhia Brasileira deSolues e Servios S.A. andCielo S.A.

April 2010

Financial Advisor to the Sellers


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p.3Index

Health Care and Dental Care Market Overview

Selected Brazilian Dental Plan Operators

Clinical Analysis Market Overview

Selected Brazilian Clinical Analysis Players

1

2

3

4


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p.4

Health Care and Dental Care Market Overview


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p.5

Fonte: Companhia e informaes pblicas

Top-20 GDP countries per capita total expenditure on health (1) (2010)

Breakdown of beneficiaries of healthcare plans (2011) Healthcare plans coverage in Brazil (% of population)

Main characteristics of the Brazilian health insurance market

-10% 10% 30% 50% 70%

2005

2006

2007

2008

2009

2010

2011

Beneficiair ies of dental plan Beneficiar ies of health plan

77,2%

20,4%

2,4%

Collective Individual Not available

8.362

5.394 5.0384.404 4.332 4.021 3.480 3.441 3.204 3.027 3.022

2.023 1.476 1.029 1.028 998 959379 132 112

U S

S w

i t z e r l a n

d

N

e t h e r l a n

d s

C a n a

d a

G e r m a n y

F r a n c e U

K

A u s t r a

l i a

J a p a n

S p a

i n

I t a

l y

S o u

t h K o r e a

P o

l a n

d

T u r k e y

B r a z i

l

R u s s

i a

M e x i c o

C h i n a

I n d i a

I n d o n e s i a

Current USdental plan

coverage

Current UShealthcareplan

coverage

Although Brazil is the largest healthcare insurance market in LatAm, private healthcare still presentsrelatively low penetration (25%) compared to OECD countries and is dominated by collective plans


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p.6The growing Brazilian market of health insuranceThe healthcare market has presented consistent double-digit growth rates in terms of revenues(BRL 84.4bn in 2011) and and number of beneficiaries (c. 64.5m in 2011)

Source: ANS

Evolution of total sector revenues (BRLm)

Evolution of number of beneficiaries (millions)

1.920 2.149 2.772 3.229 9.488 10.468 10.626 12.03713.23810.752 12.326 14.058 16.505

18.280 21.366 23.24126.496 30.085

9.369 10.62712.524 14.141

15.82717.795 19.538

22.02624.377

6.701 7.5237.912 8.750

8.60811.054 12.404

14.09616.706

2003 2004 2005 2006 2007 2008 2009 2010 2011

Others Medical cooperatives Medical groups Private health insurers

CAGR: 14.4%

CAGR 03-11

+27.3%

+13.7%

+12.7%

+12.7%

31,8 33,735,0 37,0

38,9 40,942,3 45,3

47,6 47,9

4,4 5,5 6,1 7,38,9 10,4

12,7 14,8 16,8 17,3

Dec-03 Dec-04 Dec-05 Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Mar-12

Healthcare plan Dental plan

CAGR 03-11

+5.2%

+18.1%


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p.7

The Brazilian health insurance market is expected to grow significantly stillThe upward trend in number of members of both healthcare and dental plans is expected tomaintain

Source: ANS, Santander estimates

Evolution of healthcare plans membership (millions)

Evolution of dental plans membership (millions)

45,3 47,649,8 51,8 53,7

64,9

23,6% 24,6% 25,4%26,1% 26,9%

31,0%

2010 2011 2012e 2013e 2014e 2022e

Number of members Total population coverage

14,8 16,818,8

21,324,2

45,4

7,6% 8,6% 9,6% 10,8%

21,1% 21,7%

2010 2011 2012e 2013e 2014e 2022e

Number of members Total population coverage


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p.8Geographic footprint of the Brazilian health insurance marketBrazil offers significant upside potential for coverage, in particular in certain regions

Source: ANS, IBGE

Coverage of healthcare plans by region (March 12) Coverage of dental plans by region (March 12)

Up to 5%

From 5% to 10%

From 10% to 20%

From 20% to 30%

More than 30%

Up to 5%

From 5% to 10%

From 10% to 20%

From 20% to 30%

More than 30%


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p.9

5,8

1,61,3

0,6 0,6 0,5 0,5 0,4 0,3 0,3 0,2 0,1 0,1

O d o n t o p r e v

A m

i l

I n t e r o

d o n

t o

O d o n

t o s y s

t e m

T e m p o D

e n

t a l

P r o

d e n

t

S u

l A m

r i c a

M

e t l i f e

U n

i o d o n

t o C u

r i t i b a

U n i o

d o n

t o

C a m p

i n a s

I n p a o D

e n

t a l

B e

l o D

e n

t e

U n

i o d o n

t o B

e l m

13Largest

Operators12,1

~72%

OtherOperators4,7

~28%

Dental Market and Competitive Landscape

1 Source: ANS Tabnet, IBGE, Odontoprev, Amil, Tempo , Sul Amrica 2Q12 Press Releases2 Source: IBGE / Indicators on Population, In United Nations Statistics Division, Demographic and Social Statistics Products and Databases. Social

Indicators, 2011

Lives MarketMM of lives

Key players in Brazilian Dental Market

Total Dental Market17.6 MM participants, representing 9.0% of total population

Possible targets


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p.10

Selected Brazilian Dental Plan Operators


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p.11


Interodonto

Founded in 1993, Interodonto has over than 9,200 licensed clinics located

in more than 1,400 Brazilian cities

Over t 1,313 clients, which embraces approximately 1,3 million members

Interodonto is present in all Brazilian states

Over the years, Interodonto has been awarded with quality certifications

and recognitions, such as ISO 9001 and Top of Mind Company award.

Interodonto is part of Intermdica Group, which also offers health plans to corporate clients

Company Overview Shareholder Structure

Main Clients Financial Highlights

Barros Family(Intermdica)

100%

BRL M 2009 2010

Net Revenue 110.9 123.7

EBITDA 34.5 41.0

% EBITDA 31.1% 33.1%Net Income 24.5 28.9

Net Debt n.a n.a

Net Debt/EBITDA n.a n.a


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p.12


OdontoSystemBrazils 4th largest dental plan company in number of members in Brazil (600 thousand members)

Overview

Market leader in the northeast of Brazil

Odontosystem focuses mainly on corporate clients, although the company

also offers dental plans to individuals and government employees

Over 4.000 corporate clients

Over 1.000 professionals associated in all of Brazil

Odontomovl is a mobiletreatment center with equipmentand professionals for preventiontreatments

Fidelity program with theredemption of points according tothe use of the dental plan

Shareholder Strucutre

Financial Highlights

Antonilda VerasColares Aquino

Rosania Sousade Assis

50% 50%

BRL M 2009 2010


EBITDA 1.4 (0.2)

% EBITDA 2% Neg

Net Income (1.7) n.a

Net Debt n.a n.a



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p.13


Tempo Dental A company belonging to Tempo Assist, listed company with a market cap of R$ 577 million

Overview

According to the ANS, Tempo is a leading provider of dental benefits in Brazil, in

terms of number of lives covered and revenues to employers, associations and

affinity groups

Tempo Dental is part of the group Tempo Assist, a listed brazilian player of

healthcare administration services.

Approximately 833 thousand members enrolled in Tempos dental plans

provides

National network of nearly 14 thousand providers covers 1,058 cities across

Brazil and all Brazilian states, mostly in the southeast region of the country

Main Brands

Shareholders Structure

TemposManagement Treasury

Free Float

17.4% 8.2% 74.4%


R$ MM 2009 2010 2011

Net Revenues 99.7 92.7 71.5

Gross Profit 54.6 53.2 35.7G r os s M arg i n % 54,8% 57.4% 49.9%

EBITDA 18.7 15.2 5.5

EBITDA Marg in % 18.8% 16.4% 7.7%


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p.14

Source: Financial Information

ProdentWith 500 thousand members, Prodent is one of the largest independent dental plan companies in Brazil

Overview

Founded in 1989, Prodent is between the 10 largest dental plan companies in

Brazil

The company is focused on corporate clients, mainly small and medium size

companies

Prodent offers dental plans for companies with less than 49 individuals (PME

Plan) and dental plans for companies with over than 49 individuals

(Corporate Plans)

Over 17.000 treatment options

Recent Awards

TOP OF MIND Human Resources Suppliers

Awarded in 2004 l 2005 l 2006 l 2008 l 2009 l 2010

100 Best Human Resources Suppliers

Awarded in 2009 l 2010 l 2011

EXAME 2010 PRE Award

Positioned in 37th place between the 200 Companies thatmost grow in Brasil

X Insurance Market Award 2010Best dental plan company

IX Insurance Market Award 2009Growth and productivity in dentistryDentistry executive


BRL M 2010 2011


EBITDA 7.2 7.1

% EBITDA 9.5% 10.7%

Net Income 4.1 2.6

Net Debt n.a n.a



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p.15

Clinical Analysis Market Overview

16


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p.16

Others67,3%

DASA16,4%

Fleury8,3%

H Pardini3,2%

HIAEMD2,7%

Alliar 2,1%

Clinical Analysis Brazilian Market

1Source: ANS

The Brazilian diagnostic market is expected to grow at approximately 10.0% a.a. in the next 5 years

Market Share of the Clinical Analysis Brazilian Market

Private Equity Invested

Listed Company

1 Albert Einstein, one of the largest private hospitals in Bazil

The largest clinical analysis companies in Brazil already havefinancial sponsors or are listed in the Brazilian equity markets

Market Share per Region and LabsSizes

North4.1%

Midwest9.1%

Northeast18.2%

Southeast

47.6%South21.0%

20 126 8342.311

8.709

XL L M S XS

Brazilian labs landscape is still very fragmented, incentivizing for M&A transactions

XL= Extra LargeL= Large

M= MediumS= Small

XS= Extra SmallLabSizes


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p.17The choice of specialization in a determined market segment has been adoptedas strategy to fence off the consolidation process of larger players

Sources: Companies, Santander Equity Research

Diversificationwith National

Focus

Capillarity: increase in number of unitsIncrease of the portfolio of services

Diversification of operations to hospitals and lab-to-labSpecial Services (ex. Fleury: preventive and therapeutic medicine)Focus on private sector (Fleury) / public and private (DASA)

Market share 2011 ~16.4% ~8.3% ~3.2% ~1.7%Net Revenues 11 (R$ millions) 2,180 1,126 389 230% Revenues from Units 73% 85% 45% N/A# Total Units (11) 522 200 32 70

# States (11) 13 7 1 6

Footprint

1 2 3

Specializationand

Regionalization

Regional focus: Effort to establish itself as regional reference (Hermes Pardini) Focus on the expansion of the network to all Brazilian regions (Lab. Sabin) Growth in new segments: image, vaccine and preventive medicine
http://www.sabinonline.com.br/site/index.asphttp://www.sabinonline.com.br/site/index.asp


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p.18Players of medium size in sectors with high growth and consolidation tend toadopt growth strategies based on strategic / financial partnerships

PotentialAlternativesto Support

Growth

Acquisitions1

Private placement:Financial Player 2

IPO or Follow-on3

Footprint and services mixPossibility to speed up the business plan of the

combined companyStronger position between market leadersPotential synergiesDoes not impact possible future IPO

Possibility to speed up business plan: player in themarket consolidation

Greater flexibility of financial proceedsGain of financial/strategy and governance know howFocus on medium and long term financial resultsLess independence for management

Possibility to speed up business plan: player in themarket consolidation

Available financial resourcesImprovement of corporate governanceFocus on medium to long term financial resultsMore exposure to market and economy

1999: Ptrias investment

2011: Gveas Investment

IPO: 2003

IPO: 2009

47 transactions in the last

10 years

27 transactions in the last10 years


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p.19

Trading Multiples (1) M&A Transaction Multiples )

8.7x

11.2x

DASA Fleury

7.7x

Average Transactions in Brazil

EV/EBITDA 12E

The aging population and greater penetration of health insurance drives the demand for clinical examinations, making room for the growth of laboratories, which willdemand heavy investments to meet this demand

The growth of the companies in the sector together with the market fragmentation, has developed a strong movement toward industry consolidation in recent years,led primarily by DASA and Fleury

The strong momentum of M & A is supported by the significant increase in EV / EBITDA multiples of the two largest consolidators in the market, Dasa (8.7 x) and Fleury(11.2 x), which were up 33.8% and 100% respectively, since the beginning of 2010

(1) Bloomberg, 4th October, 2012Sources: Companies, Bloomberg, Public Information

EV/EBITDA

IPO Proceeds:R$ 630 million

IPO Proceeds:R$ 437 million # Total transactions since 2010: 7

Moment of intense consolidation and strong M&A activity


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Selected Brazilian Clinical Analysis Players


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p.21

Source: Companies and Public Information

Companies positioning and strategies

Diversification Operating units + Vaccines

Middle-West regionGeographical Focus

# units 71

# tests / year 15.6 MM

Strategy Cover all Brazilian territory until 2020

Estimated Revenues ~R$ 230 MM(2011)

Shareholders

SandraSantana S.

Costa

50%50%

Janete AnaRibeiro

City of So Paulo(3% of So Paulo market)

Operating units + Image diagnostics

5

9.2 MM

Larger penetration in the premiumsegment by providing differentservices

~R$ 100 MM(2011)

Paulo Zoppi

50%50%

LuisSalomoVera LuciaSzejnfeld

50%50%

JacobSzejnfeld

City of So Paulo

Operating units + Image diagnostics

3

n.a.

Provide premium services in welllocated areas of So Paulo

~R$ 24 MM(2010)
http://www.sabinonline.com.br/site/index.asphttp://www.sabinonline.com.br/site/index.asp


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Source: Company and Public Information

Laboratrio SabinSabin is a leading laboratory in Distrito Federal; focused in the expansion of its lab network throughout theBrazilian territory

Overview Geographical Footprint

Focused on the Middle-West region, Sabin is positioned as the largestlaboratory in the region

Sabin has almost 30 years of experience in the diagnostic medicinemarketIn 2011, the company had estimated revenues of R$ 230 MMCurrently, counts with approximately 1,600 collaborators in 71 unitsProduces approximately 1.3 m illion tests per month, covering 130,000peopleThe company intends to cover all Brazilian territory until 2020,implementing a fast-growth business planLaboratrio Sabin offers services in diverse areas, such as: Hematology Hormones Immunology Mycology Microbiology

Shareholding Structure

State # Units 2011

Distrito Federal 52

Gois 6

Tocantins 3

Minas Gerais 8

Bahia 1

Amazonas 1

Total 71

Units Lab. Sabin

Expansion in 2012

Lab. Santa Luclia /Uberaba - MG

PHD Lab. Clnico /Palmas - TO

New Unit / Manaus - AM

Partnership withLaboratrio Santa Luclia

Lab Santa Luclia isstrategically located in theSoutheast region, situatedin technical-scientific hub

Merger with PHDLaboratrio Clnico

PHD`s three units earn aportfolio with 3,000different tests, increasingits client base significantly

Investments ofapproximately R$ 1 million

Inauguration of the first unit inthe State of Amazonas

Amazonas unit serves 4,000clients and makes 3,000 typesof tests per month

Investments of R$ 1.5 millionduring the next two years

Sandra Santana S.Costa

50%50%

Janete Ana Ribeiro

Parasitology Urinalysis Molecular biology

Cytogenetic
http://www.sabinonline.com.br/site/index.asp


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p.23

Source: Copmany and Public Information

Overview

Founded in 1981, by the doctors Luis Salomo and Paulo Zoppi, originally

performed pathological testsWith the company`s growth in the 1980 s, SalomoZoppi increased itsoperating scope, performing several types of tests, such as:

Cytology Colonoscopy Ultrasonography Imunohistochemistry, Hibridization

In October of 2007, SalomoZoppi Diagnsticos built an advanced technicaloperational center to perform a wide range of clinical analysis tests, with acapacity of 8 MM tests per yeas

Operational Highlights Geographical Location


5 units located in city of So PauloAnnual Test Capacity (MM)

Patology 0.18

Cytology 0.25

Clinical Analysis 8.00

Images 0.80

Total 9.23

Paulo Zoppi

50%50%

Luis Salomo

Morumbi Araguari Panamby

Paraso Ibirapuera

SalomoZoppi DiagnsticosWith focus on A/B classes, SalmooZoppi concentrates its operations in the city of So Paulo through5 large units located in premium areas


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p.24

Source: Company and Public Information

Overview

Founded in 1977 by Jacob Szenjnfeld, initially implemented ultrasonography tests inHospital So Luiz, one of the largest hospitals in the city of So PauloThroughout the 1990 decade Cura aggregated several different tests to its portfolio, beingpioneer in many of themIn 2002, Cura implemented its clinical analysis services, creating Cura Lab, offering testssuch as: Molecular Biology Cytology Hematology Hormones

Counts with one unit that exclusively serves women, with specialized services and testsIn 2012, started a robotization process, in order to gain efficiency and productivity


Vera LuciaSzejnfeld

50%50%

Jacob Szejnfeld

Cura Imagem e DiagnsticoWith three units in the city of So Paulo, Cura offers premium services to its clients

3 units located in the city ofSo Paulo

R$ MM 2008 2009 2010

Net Revenues 24.9 28.8 23.6

EBITDA 4.4 2.1 4.9

EBITDA Marg in % 17.6% 7.2% 20.8%

Net Income 1.9 0.8 3.4Net Marg in % 7.5% 2.9% 14.5%

Net Debt (2.8) (0.5) 4.4

Net Debt / EBITDA neg . n eg . 0.9x

Geographical Location Financial Highlights

Imunology Microbiology Parasitology

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