TIDMEOS
ESPÍRITO SANTO FINANCIAL GROUP S.A.
Société Anonyme
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 12o'clock (local time) at the
Company's registered office, 22-24 boulevard Royal, L-2449
Luxembourg at which the following Agenda will be considered:
AGENDA
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 May2014 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 onRecord 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 May2014 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 27May 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:
The Company
Espírito Santo Financial Group S.A.
22/24 boulevard Royal, L- 2449 Luxembourg
Fax: +352 435410, Email: tsouza@esfg.com, Attention: Company
Secretary
The Mandated Agent
SG Group
231 Val des Bons Malades, L-2121 Luxembourg-Kirchberg
Fax: +352 435 410, Email: mh.goncalves@sgluxembourg.eu
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 DirectorsLuxembourg, 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
Directors' Remuneration
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.
This information is provided by Business Wire
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