ESPÍRITO SANTO FINANCIAL GROUP S.A.
Registered Office: 22-24 boulevard Royal, L-2449 Luxembourg
RCS Luxembourg B-22.232
Bearer shares: ISIN LU0011904405; Registered shares: ISIN LU0202957089
NOTICE TO SHAREHOLDERS
We hereby give you notice of the Annual General Meeting of Shareholders of Espírito Santo Financial Group S.A. (the “Company”) that will be held on 30 May 2014 at 12 o’clock (local time) at the Company’s registered office, 22-24 boulevard Royal, L-2449 Luxembourg at which the following Agenda will be considered:
1. Approval of the Company’s audited Consolidated Financial Statements for the financial year ended 31 December 2013 on the basis of the Management Report by the Board of Directors and Auditors’ Report on the Consolidated Accounts for the year ended on 31 December 2013.
2. Approval of the Company’s audited Statutory Financial Statements for the period ended on 31 December 2013 on the basis of the Management Report by the Board of Directors and Auditors’ Report on Statutory Accounts for the year ended on 31 December 2013.
3. Allocation of the net loss of the Company for the financial year ended on 31 December 2013 to carry forward.
4. Discharge of the Board of Directors and Statutory Auditors in respect of the year ended on 31 December 2013.
5. To acknowledge the retirement of the following directors who will not be renewing their mandates: Mr. Manuel Fernando Moniz Galvão Espírito Santo Silva; Mr.Carlos Augusto Machado de Almeida Freitas; Mr. Aníbal da Costa Reis Oliveira and Mr.José Pedro Torres Garcia Caldeira da Silva.
6. To approve the renewal of the mandates of the following directors, for
a new period of six years, until the Annual General Meeting in 2020:
Ricardo Espírito Santo Silva Salgado; José Manuel Pinheiro Espírito Santo
Silva; António Luís Roquette Ricciardi; Jackson Behr Gilbert; Patrick Monteiro
de Barros; Philippe Guiral; José Maria Espírito Santo Silva Ricciardi; Pedro Guilherme Beauvillain de Brito e Cunha; Othman Benjelloun;Yves Alain Marie Morvan; Fernando Pedro Braga Pereira Coutinho; José Carlos Cardoso Castella; Bernard Basecqz; Gherardo Laffineur Petracchini; Manuel Guerrero Péman; José Manuel Ruivo da Pena; Luís António Burnay Pinto de Carvalho Daun e Lorena; Roger Henri Hartmann.
7. To approve the appointment as a new director of Mr.Pedro Amaral, with professional address at Rua Milagre de Sto.António, Lisboa, Portugal as a Director of the Company for a period of six years, until the Annual General Meeting in 2020.
8. Determination of Directors’ Remuneration.
9. To confirm the mandate of KPMG Luxembourg S.à.r.l., as the Company’s Auditors (Reviseurs d’Entreprises) for a new period of six years, until the Annual General Meeting in 2020.
Quorum and Majority Requirements
The Annual General Meeting of Shareholders (the “Meeting”) of the Company can validly consider and deliberate on the items of the Agenda regardless of the percentage of the Company’s corporate capital being represented. Resolutions shall be adopted by a simple majority of the votes cast by the shareholders present or represented at the meeting.
Voting Rights and Record Date
The rights of a shareholder to attend and speak at the general meeting to vote in respect of its shares shall be determined with respect to the shares held by the shareholder on 16 May 2014 at 24.00 hours Luxembourg time (the “Record Date”). Only those who are shareholders of the Company on that Record Date shall have the right to participate and vote at the general meeting. Shareholders shall provide satisfactory evidence to the Company as to the number of shares held by them at the Record Date.
Declaration of Intention to Participate in the Meeting
Shareholders of the Company shall notify the Company of their intention to participate in the Meeting by a declaration in writing to be submitted by post or by electronic means to SG Group, Luxembourg, in its capacity as duly mandated agent of the Company, at the address indicated below at the latest on Record Date. A copy of this declaration should be sent to the Company with supporting documents to evidence title of the shares of the Company.
Voting by Proxy or Ballot Paper
Shareholders of the Company need not be present at the Meeting in person.
In accordance with the Luxembourg law of 24 May 2011 on the exercise of certain rights by shareholders at general meetings of listed companies (the “Shareholders’ Rights Law”), a shareholder at the Record Date may act at the Meeting by appointing another person, who needs not to be a shareholder of the Company, subject to the production of the original of the executed proxy to the Meeting. The proxy holder shall enjoy the same rights to speak and ask questions in the general meeting as those to which the shareholder of the Company thus represented would be entitled. Each shareholder shall only be represented by one proxy holder for a given general meeting of shareholders, except if a shareholder has shares of the Company held in more than one securities account, in which case he may appoint one proxy holder per securities account for the same general meeting of shareholders; a shareholder of the Company acting professionally for the account of other natural or legal persons may appoint each of these natural or legal persons or third parties appointed by them.
A person acting as a proxy may hold a proxy from more than one shareholder without limitation as to the number of shareholders of the Company so represented. Where a proxy holder holds proxies from several shareholders of the Company, he may cast votes for a certain shareholder differently from votes cast for another shareholder.
Shareholders of the Company shall appoint a proxy in writing. Such appointment shall be notified by the shareholders to the Company in writing by post or electronic means at the address of the Company indicated below by no later than 27 May 2014 at 5 p.m.
Each share is indivisible as far as the Company is concerned. The co-proprietors, the usufructuaries and bare-owners of shares, the creditors and debtors of pledged shares must appoint one sole person to represent them at any general meeting of shareholders.
Shareholders of the Company acknowledge that by sending their proxy forms with their voting instructions or their ballot paper (“formulaire”) they will be deemed to consent to having the relevant Intermediary, including but not limited to Euroclear Bank SA/NV and Clearstream Banking, société anonyme, provide all details concerning their identity to SG Group, Luxembourg, and to the Company.
Alternatively, in accordance with the articles of association and the Shareholders’ Rights Law, a shareholder may cast his vote by a ballot paper (“formulaire”) expressed in the English language. Any ballot paper (“formulaire”) shall be delivered by hand with acknowledgement of receipt, by registered post, by special courier service using an internationally recognised courier company, by email or fax to the Company no later than 5.00 p.m. Luxembourg time on 27 May 2014.
Any ballot paper (“formulaire”) which does not bear the mentions or indications required by the articles of association is to be considered void and shall be disregarded for quorum purposes. In case a proposed resolution is amended by the general meeting of shareholders, the votes expressed on such proposed resolution pursuant to the ballot papers (“formulaires”) received shall be void.
Shareholders of the Company who are not personally registered in the Company’s share register may also vote by proxy or by ballot paper (“formulaire”). To such effect, they must instruct the commercial bank, broker, dealer, custodian, trust company, account holder, professional securities depositary, financial institution or other qualified intermediary through which they hold their shares (hereinafter the “Intermediary”) who handles the management of the Company shares by using the proxy form or the ballot paper (“formulaire”) (see hereafter).
Intermediaries shall ensure that the signed and dated original proxy forms with voting instructions or the signed and dated ballot paper form (“formulaires”) are deposited in writing, by post or electronic means at the address of SG Group, Luxembourg, in its capacity as duly mandated agent of the Company to such effect, with a copy to the Company, by no later than 27 May 2014. Beneficial owners of shares held through an Intermediary are urged to confirm the deadline for receipt of their proxy forms with vote instructions by such Intermediary to ensure their onward delivery to SG Group, Luxembourg, in its capacity as duly mandated agent of the Company, by the relevant date.
Relevant proxy forms and ballot paper forms (“formulaires”) may be obtained, free of charge, at the registered office of the Company, on the Company’s website www.esfg.com
(the “Website”) or at SG Group, Luxembourg.
Documentation for the Meeting
The supporting documents for the Meeting are deposited and available to the public at the Company’s registered office, at SG Group in Luxembourg and on the Company’s Website from the date of publication of this convening notice. The information available on the Company’s Website will in particular include the convening notice, the total number of shares and voting rights at the date of the convening notice, the draft resolutions, the documents to be submitted to the Meeting the proxy form and the ballot paper forms (“formulaires”).
Shareholders of the Company may, upon request, obtain a copy of the full unabridged text of the documents to be submitted to the meeting of shareholders and draft resolutions proposed to be adopted by the meeting by electronic means at the address of the Company below, at the registered office of the Company or at SG Group in Luxembourg.
Right to Put Items on the Agenda and to Table Draft Resolutions
In accordance with the Shareholders’ Rights Law, shareholders holding individually or collectively at least (5%) of the share capital of the Company:
(a) have the right to put items on the Agenda of the meeting: and
(b) have the right to table draft resolutions for items included or to be included on the Agenda of the meeting.
Those rights shall be exercised upon request of the shareholders in writing, submitted to the Company by post or electronic means at the address of the Company indicated below. The request shall be accompanied by a justification or a draft resolution to be adopted in the meeting and shall include the electronic or postal address at which the Company can acknowledge receipt of these requests. The requests must, in addition, contain a proof of ownership of at least 5% of the issued share capital of the Company. The requests from shareholders shall be received by the Company at the latest on 8 May 2014, provided that the shareholder making the request is a shareholder on the Record Date. Any draft resolution proposed in accordance with the provisions above will be made available on the Company’s Website as soon as possible after it has been received by the Company.
Right to Ask Questions
In accordance with the Shareholders’ Rights Law, shareholders shall have the right to ask questions at the meeting related to the items on the agenda of the meeting. The Company shall answer the questions put to it by its shareholders. The right to ask questions and the obligation of the Company to answer are subject to the measures taken by the Company to ensure the identification of shareholders, the good order of general meetings and their preparation as well as the protection of confidentiality and business interests of the Company. The Company may provide one overall answer to questions having the same content. An answer shall be deemed to be given if the relevant information is available on the Company’s Website on a question and answer format and by the mere reference by the Company to its Website.
The contact details of the Company and of the Mandated Agent of the Company are as follows:
Espírito Santo Financial Group S.A.
22/24 boulevard Royal, L- 2449 Luxembourg
Fax: +352 435410, Email: email@example.com, Attention: Company Secretary
The Mandated Agent
231 Val des Bons Malades, L-2121 Luxembourg-Kirchberg
Fax: +352 435 410, Email: firstname.lastname@example.org
In accordance with the Luxembourg law dated 11 January 2008 concerning the transparency obligations of security issues, any shareholder is obliged to notify the Company of the percentage of voting rights held by such shareholder where the percentage reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 33.1/3%, 50%, 66.2/3%, unless a notification for the same purpose has already been made. The aggregation of the aforementioned thresholds is to be made in accordance of Article 9 of such law.
The Board of Directors Luxembourg, 29th April 2014
Agenda- Item 3
The Board of Directors will propose that no payment of dividend be made with reference to the year to 31 December 2013.
Agenda- Item 5
The mandates of all Espírito Santo Financial Group S.A.’s directors expire at the Annual General Meeting to be held on the 30 May 2014:
The following directors have advised the Chairman of the Board of Directors that they will not be seeking re- election:
Mr. Manuel Fernando Moniz Galvão Espírito Santo Silva, Mr. Carlos Augusto Machado de Almeida Freitas, Aníbal da Costa Reis Oliveira and José Pedro Torres Garcia Caldeira da Silva
Agenda Item 6
The Directors identified in Item 6 of the Agenda have accepted to continue as Directors of ESFG for a new mandate of six years until the Annual General Meeting in 2020.
Agenda – Item 7
Pedro Mosqueira do Amaral
Mr. Pedro Mosqueira do Amaral was born in Lisbon, Portugal in 1968. He has a degree in business Administration from (International Management Institute IMI) European University of Brussels.
He started his professional career at Banhaus Sal.Oppenheim & Cie in Cologne, Germany in 1994. In 1996 he worked in the Treasury Division at Banco Espírito Santo and from 2006 until now has been General Manager BES Beteilgungs GmBH in Cologne, Germany. He has been a Director of Banco Espírito Santo since 2008 and is a member of the boards of some of its subsidiaries: BES Vénétie, Banco Espírito Santo International (Cayman Islands) and Espírito Santo Investment Bank. He has been a Director of Espírito Santo International S.A. since 2011 and of the Banque Marocaine du Commerce Exterieur in Morocco since 2012.
Agenda – Item 8
ESFG as a holding company does not have activities of its own. The Board of Directors recognizes that its members include representatives of some of its principal shareholders and of major subsidiaries and as a consequence are remunerated by these entities and not directly by ESFG. Seven directors are paid a fixed remuneration by ESFG, including the three members of the Audit Committee.
The remuneration of the directors is determined by the general meeting of shareholders. The total remuneration received by ESFG’s board members in 2013 was EUR 2,274,432.
ESFG has a Stock Options’ Plan in place, approved in 2008 for a period of 10 years. The Stock Options Committee approved the granting of 2,940,000 options to some directors and officers of ESFG and its principal subsidiaries. During 2013 no options were exercised.
ESFG is subject to Bank of Portugal’s supervision of its banking subsidiaries. In compliance with Aviso 10/2011 from the Bank of Portugal on remuneration policy, ESFG has continued to work with its subsidiaries to achieve the harmonization of remuneration policies. Due to the diversity and geographical distribution of these subsidiaries, which are located in different parts of the world, there are widely different circumstances and applicable legislation to be considered.
In what concerns its principal subsidiaries in Portugal, Banco Espírito Santo S.A., Banco Espírito Santo de Investimento S.A, Banco Espírito Santo dos Açores , BEST- Banco Electrónico de Serviço Total S.A. and ESAF- Espírito Santo Activos Financeiros SGPS S.A. it should be noted that consistency in the remuneration policies adopted by these companies has been achieved and a set of general principles agreed.
A set of principles which will form the basis of a common remuneration policy which will be aligned with the ESFG’s values and strategies whilst taking account of each subsidiary’s circumstances is in the process of completion and will be included in the Internal Control Report to be sent to the Bank of Portugal by the end of June 2014.
Agenda- Item 9
The mandate of KPMG Luxembourg S.à.r.l. as the Espírito Santo Financial Group S.A.’s (“ESFG”) external auditor (Réviseur d’Entreprises) expires in 30 May 2014.
According to ESFG Articles of Incorporation, Article 22, it is the Audit Committee’s duty to recommend to the Board of Directors and the Shareholders’ Meeting the selection, appointment, re-appointment and removal of the external auditor.
On 25 April 2014 the Board of Directors accepted the Audit Committee’s recommendation that KPMG Luxembourg S.à.r.l. should be re-appointed as ESFG’s external auditor for a maximum period of six years, starting in May 2014. Such recommendation and its acceptance were based mainly on an overall positive opinion on the quality, objectivity, and independence of the professional services provided to the company and its subsidiaries worldwide by KPMG throughout the years since 2002, the stability and strong technical skills of their team of partners and managers, and their realistic fee structure.
It should also be noted that KPMG Portugal has been re-appointed in 2012 as Banco Espírito Santo (BES) external auditor (Revisor Oficial de Contas) for the four financial year period 2012/2015.