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

Transcription

1 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: (a) (b) Mr. Rui Manuel Duarte Sousa da Silveira, as President of the Remuneration Committee; Mr. Luís Miguel Nogueira Freire Cortes Martins and Mr. Jacques dos Santos, as members of the Remuneration Committee; the Shareholder of Espírito Santo Saúde SGPS. S.A., FIDELIDADE COMPANHIA DE SEGUROS, S.A., a limited liability company registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number of , with registered office at Largo do Calhariz, 30, Lisbon, with the share capital of 381,150,000.00, submits to Shareholder consideration and discussion, further proposing the approval thereof, the election of the following members of the Remuneration Committee for the remaining period of the mandate underway: Lan Kang Rogério Campos Henriques José Alvarez Quintero President Member Member 1

2 Lisbon, 16 January 2015 For Fidelidade Companhia de Seguros, S.A. 2

3 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 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. 3

4 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 ( ) 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 ( ), 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. 4

5 Jose M. Alvarez Quintero Jose M. Alvarez Quintero is a member of the executive committee of the insurance companies Fidelidade and Cares and chairman of GEP, Cetra and Safemode. Regarding associations, he is the president of the permanent committee for reports and accidents of the Portuguese Association of Insurance Companies. He has an economy degree from Universidad de Santiago de Compostela and his career has always been in the insurance sector. He was a director of Médis, Auto- Gere, Império Bonança, Seguro Directo and Multicare, among others and was also President of the International Motor Claims Handing Group of Eurapco from 2002 to In Spain, Jose M. Alvarez Quintero occupied positions of responsibility in big companies within the insurance sector, such as Catalana Occidente and Vitalicio Seguros. He further participated in the founding of new companies, such as Império- España and Seguros Universal Asistencia. Other Corporate Offices: CETRA - Centro Técnico de Reparação Automóvel S.A Chairman EAPS - Empresa de Análise, Prevenção e Segurança, S. A (SAFEMODE) Chairman GEP - Gestão de Peritagens, SA Chairman CARES - Companhia de Seguros, SA Member 5