Obligation Santo Espírito Banco 5.25% ( XS0925276114 ) en EUR

Santo Espírito Banco

100 % ▲

Portugal

XS0925276114 ( en EUR )

5.25% par an ( paiement annuel ) - Obligation en défaut, paiements suspendus

12/06/2015 - Obligation échue

Prospectus brochure de l'obligation Banco Espirito Santo XS0925276114 en EUR 5.25%, échue

100 000 EUR

200 000 000 EUR

Banco Espírito Santo était une banque portugaise, fondée en 1991, qui a fait faillite en 2014 après avoir été touchée par une crise de solvabilité liée à des problèmes de gestion et de gouvernance interne.

L'Obligation émise par Santo Espírito Banco ( Portugal ) , en EUR, avec le code ISIN XS0925276114, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/06/2015

PROSPECTUS
DATED 30 MAY 2012
Espírito Santo Financial Group S.A.
(incorporated with limited liability in the Grand Duchy of Luxembourg ± société anonyme ± registered
with the Register of Commerce and Companies under number B-22.232)
and
ESFIL - Espírito Santo Financière S.A.
(incorporated with limited liability in the Grand Duchy of Luxembourg ± société anonyme ± registered
with the Register of Commerce and Companies under number B-46.338)
unconditionally and irrevocably guaranteed by
Espírito Santo Financial Group S.A.
(incorporated with limited liability in the Grand Duchy of Luxembourg ± société anonyme ± registered
with the Register of Commerce and Companies under number B-22.232)
¼ 2,000,000,000
Euro Medium Term Note Programme
Under this ¼ 2,000,000,000 Euro Medium Term Note Programme (the EMTN Programme) each of
Espírito Santo Financial Group S.A. and ESFIL - Espírito Santo Financière S.A. (each an Issuer, and
together the Issuers) may from time to time, and subject to applicable laws and regulations, issue debt
securities (the Notes) denominated in any currency agreed by the Issuer of such Notes (the relevant
Issuer) and the relevant Dealer (as defined below). The payment of all amounts payable by ESFIL -
Espírito Santo Financière S.A. (ESFIL) in respect of Notes issued by ESFIL will be unconditionally
and irrevocably guaranteed by Espírito Santo Financial Group S.A. (ESFG or the Guarantor).
The Final Terms (as defined below) for each Tranche (as defined below) of Notes will state whether
the Notes of such Tranche are to be (i) senior Notes, which in the case of ESFIL will be
unconditionally and irrevocably guaranteed by ESFG on an unsubordinated basis (Senior Notes), (ii)
dated subordinated Notes, which may only be issued by ESFG (Dated Subordinated Notes), or
undated deeply subordinated Notes, which may only be issued by ESFG (Undated Deeply
Subordinated Notes).
An investment in Notes issued under the EMTN Programme involves certain risks. Prospective
investors should have regard to the factors described under the heading ³ Risk Factors ´ on page
25.
Any person (an Investor) intending to acquire or acquiring any Notes issued by ESFG from any person
(an Offeror) should be aware that, in the context of an offer to the public as defined in the Prospectus
Directive (as defined below), ESFG may be responsible to the Investor for this Prospectus only if
ESFG has authorised that Offeror to make the offer to the Investor. Each Investor should therefore
enquire whether the Offeror is so authorised by ESFG. If the Offeror is not authorised by ESFG, the
Investor should check with the Offeror whether anyone is responsible for this Prospectus for the
purposes of Article 6 of the Prospectus Directive as implemented by the national legislation of each
EEA Member State in the context of the offer to the public, and, if so, who that person is. If the
Investor is in any doubt whether it can rely on this Prospectus and/or who is responsible for its contents
it should take legal advice.
Arranger
Espírito Santo Investment Bank
Dealers
Banco Espírito Santo S.A.
Barclays
Credit Suisse
Espírito Santo Investment Bank
HSBC
J.P. Morgan
Nomura
UBS Investment Bank

An Investor intending to acquire or acquiring any Notes issued by ESFG from an
Offeror will do so, and offers and sales of such Notes to an Investor by an Offeror will be
made, in accordance with any terms and other arrangements in place between such
Offeror and such Investor including as to price, allocations and settlement
arrangements with Investors (other than Dealers sometimes identified as Managers in
the applicable Final Terms (as defined below)) in connection with the offer or sale of
such Notes. ESFG will not be a party to such terms and other arrangements with
Investors (other than Dealers or Managers) and, accordingly, this Prospectus and any
Final Terms will not contain such terms and other arrangements and any Investor must
obtain such information from the Offeror.
Subject as provided in the applicable Final Terms, the only persons authorised to use
this Prospectus in connection with an offer of Notes being issued by ESFG are the
persons named in the applicable Final Terms as Dealers, Managers or Placers (as
defined in the applicable Final Terms).
The maximum aggregate amount of all Notes from time to time outstanding under the EMTN
Programme will not exceed ¼ 2,000,000,000 (or its equivalent in other currencies calculated as
described herein) or such greater amount as may be agreed from time to time in accordance
with the terms of the Programme Agreement. The Notes may be issued on a continuing basis
to one or more of the Dealers specified on page 18 and any additional Dealer appointed under
the EMTN Programme from time to time, which appointment may be for a specific issue or
on an ongoing basis (each a Dealer, and together the Dealers).
Application has been made to the Commission de Surveillance du Secteur Financier (the
CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005
on prospectuses for securities (the Luxembourg Act) to approve this document as a base
prospectus. The CSSF assumes no responsibility as to the economic and financial soundness
of the transactions contemplated by this Prospectus or the quality or solvency of the Issuers in
accordance with Article 7(7) of the Luxembourg Act. Application has also been made to the
Luxembourg Stock Exchange for Notes issued under the EMTN Programme to be listed on
the Official List of the Luxembourg Stock Exchange and for such Notes to be admitted to
trading on the Luxembourg Stock Exchange ¶s regulated market. The Luxembourg Stock
Exchange ¶s Regulated Market is a regulated market for the purposes of Directive 2004/39/EC
(Markets in Financial Instruments Directive) and the Prospectus Directive (as defined below).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of
Notes, the issue price of Notes and any other terms and conditions not contained herein which
are applicable to each Tranche of Notes will be set out in a final terms document (the Final
Terms) which, with respect to Notes to be listed on the Official List of the Luxembourg
Stock Exchange and to be admitted to trading on the Luxembourg Stock Exchange ¶s
regulated market, will be delivered to the CSSF and the Luxembourg Stock Exchange, in each
case, on or before the date of issue of the Notes of such Tranche. The EMTN Programme
provides that Notes may be listed or admitted to trading, as the case may be, on such other or
further stock exchange or market as may be agreed between the relevant Issuer and the
relevant Dealer in relation to each issue of Notes. Each Issuer may also issue unlisted Notes
and/or Notes not admitted to trading on any market.
This Prospectus together with all documents which are deemed to be incorporated herein by
reference (see ³ Documents Incorporated by Reference ´ ) constitutes a base prospectus for the
purposes of Article 5.4 of the Prospectus Directive.
Each of ESFG and ESFIL accept responsibility for the information contained in this
Prospectus. To the best of the knowledge of ESFG and ESFIL (each having taken all
Page 2

reasonable care to ensure that such is the case) the information contained in this Prospectus is
in accordance with the facts and does not omit anything likely to affect the import of such
information.
No representation, warranty or undertaking, express or implied, is made and to the fullest
extent permitted by law, no responsibility or liability is accepted by the Dealers as to the
accuracy or completeness of the information contained in this Prospectus or any other
information provided by ESFG or ESFIL. No Dealer accepts any liability in relation to the
information contained in this Prospectus or any other information provided by ESFG or
ESFIL in connection with the EMTN Programme or the issue of Notes.
No person is or has been authorised by ESFG or ESFIL to give any information or to make
any representation not contained in or not consistent with this Prospectus or any other
information supplied in connection with the EMTN Programme or the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised
by ESFG, ESFIL or any Dealer.
Neither this Prospectus nor any other information supplied in connection with the EMTN
Programme or any Notes is intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by ESFG, ESFIL or any Dealer that any
recipient of this Prospectus or any other information supplied in connection with the EMTN
Programme or any Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the relevant Issuer and
the Guarantor (if applicable). Neither this Prospectus nor any other information supplied in
connection with the EMTN Programme or the issue of any Notes constitutes an offer or
invitation by or on behalf of the relevant Issuer, the Guarantor (if applicable) or any Dealer to
any person to subscribe for or to purchase any Notes.
The delivery of this Prospectus does not at any time imply that the information contained
herein concerning ESFG, ESFIL or ESFG and its consolidated subsidiaries (the ESFG
Group) is correct at any time subsequent to the date hereof or that any other information
supplied in connection with the EMTN Programme or any Notes is correct as of any time
subsequent to the date indicated in the document containing the same. The Dealers expressly
do not undertake to review the financial condition or affairs of ESFG, ESFIL or the ESFG
Group during the life of the EMTN Programme or to advise any investor in the Notes of any
information coming to their attention.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation
in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be
restricted by law in certain jurisdictions. Persons into whose possession this Prospectus or any
Notes may come must inform themselves about, and observe, any such restrictions. In
particular, there are restrictions on the distribution of this Prospectus and the offer or sale of
Notes in the United States and the European Economic Area (including the United Kingdom)
(see ³ Subscription and Sale ´ ).
None of ESFG, ESFIL or the Dealers represent that this Prospectus or any of the offering
material relating to the EMTN Programme or any Notes issued thereunder may be lawfully
distributed, or that any of the Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assumes any responsibility for facilitating any such
distribution or offering. In particular, unless specifically indicated to the contrary in the
applicable Final Terms, no action has been taken by ESFG, ESFIL or the Dealers (save for
Page 3

the approval of this Prospectus by the CSSF) which is intended to permit a public offering of
any Notes or the distribution of this Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations and each of the Dealers has represented and agreed, and
each further Dealer appointed under the EMTN Programme will be required to represent and
agree, that all offers and sales by them will be made on the same terms.
The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. The
Notes may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons unless the Notes are registered under the Securities Act, or an
exemption from the registration requirements of the Securities Act is available (see
³ Subscription and Sale ´ ).
Unless a specific source is identified, all information regarding market and other operating
and statistical data provided in this document is based on the ESFG Group ¶s own estimates.
In making estimates, the ESFG Group relies on data produced internally and, where
appropriate, on external sources, including information made public by other market
participants or associations, such as the Association of Mutual Funds, Pension Plans and
Asset Management Companies and the Portuguese Association of Insurance Companies.
Where a specific external source is identified, this information has been accurately
reproduced and as far as ESFG is aware and is able to ascertain from such external sources,
no facts have been omitted which would render any such information or data presented in this
document inaccurate or misleading. However, although publications prepared by other market
participants or associations generally state that the information they contain has been obtained
from sources believed to be reliable, the accuracy and completeness of such information is not
guaranteed and neither ESFG nor any other member of the ESFG Group has independently
verified such information.
As used herein, ³ Series ´ means each original issue of Notes together with any further issues
expressed to form a single series with the original issue and the terms of which (save for the
Issue Date, the amount and the date of the first payment of interest thereon and/or the Issue
Price (as indicated in the applicable Final Terms)) are identical (including the Maturity Date,
Interest Basis, Redemption/Payment Basis and Interest Payment Dates (if any) (as indicated
in the applicable Final Terms) and whether or not the Notes are admitted to trading) and the
expression ³ Notes of the relevant Series ´ and related expressions shall be construed
accordingly. As used herein, ³ Tranche ´ means all Notes of the same Series with the same
Issue Date and Interest Commencement Date (if applicable) as indicated in the applicable
Final Terms.
Certain terms used in this document, including certain capitalised terms, are defined and
explained in ³ Definitions ´ .
Certain of the Managers and their affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform services
to, the Issuer, the Guarantor and their affiliates in the ordinary course of business.
The minimum denomination of each Note issued by ESFG which is admitted to trading on a
regulated market within the European Economic Area or offered to the public in a Member
State of the European Economic Area in circumstances which would otherwise require the
publication of a prospectus under the Prospectus Directive (as defined below) will be ¼ 1,000
Page 4

(or, if the Notes are denominated in a currency other than euro, the equivalent amount in such
currency as at the issue date of such Notes).
The minimum denomination of each Note issued by ESFIL which is admitted to trading on a
regulated market within the European Economic Area or offered to the public in a Member
State of the European Economic Area in circumstances which would otherwise require the
publication of a prospectus under the Prospectus Directive (as defined below) will be
¼ 100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent
amount in such currency as at the issue date of such Notes).
This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii)
below may apply, any offer of Notes issued by ESFG in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a Relevant Member
State) will be made pursuant to an exemption under the Prospectus Directive, as implemented
in that Relevant Member State, from the requirement to publish a prospectus for offers of
Notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of Notes issued by ESFG which are the subject of an offering contemplated in
this Prospectus as completed by Final Terms in relation to the offer of those Notes may only
do so (i) in circumstances in which no obligation arises for either ESFG or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such
offer, or (ii) if a prospectus for such offer has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant Member State and (in either
case) published, all in accordance with the Prospectus Directive, provided that any such
prospectus has subsequently been completed by Final Terms or is a drawdown prospectus
which specifies that offers may be made other than pursuant to Article 3(2) of the Prospectus
Directive in that Relevant Member State, such offer is made in the period beginning and
ending on the dates specified for such purpose in such prospectus or applicable Final Terms
or drawdown prospectus, as applicable, and the Issuer has consented in writing to its use for
the purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, neither
ESFG nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes
issued by ESFG in circumstances in which an obligation arises for ESFG or any Dealer to
publish or supplement a prospectus for such offer. The expression ³ Prospectus Directive ´
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State and the expression ³ 2010 PD
Amending Directive ´ means Directive 2010/73/EU.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising Manager(s)
(or persons acting on behalf of a Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment
must be conducted by the Stabilising Manager(s) (or persons acting on behalf of a
Stabilising Manager) in accordance with all applicable laws and rules.
Page 5

All references in this document to ³ EUR ´ , ³ euro ´ and ³ ¼ ´ refer to the currency introduced at
the start of the third stage of European economic and monetary union, and as defined in
Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the
euro, as amended.
Certain Series of Notes to be issued under this EMTN Programme may be rated or
unrated. Where an issue of Notes is rated, such rating will be specified in the relevant
Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating
agency. Whether or not each credit rating applied for in relation to a relevant Series of
Notes will be issued by a credit rating agency established in the European Union and
registered under Regulation (EC) No. 1060/2009 (the CRA Regulation) will be disclosed
in the Final Terms.
Page 6

CONTENTS
Page
Summary of the EMTN Programme .................................................................................... 8
Risk Factors ...................................................................................................................... 25
Selected Financial Information - ESFG ............................................................................. 52
Consolidated Financial Data - ESFG ................................................................................. 54
Documents Incorporated by Reference .............................................................................. 60
Capitalisation and Indebtedness......................................................................................... 62
General description of the EMTN Programme ................................................................... 63
Form of the Notes ............................................................................................................. 64
Terms and Conditions of the Notes (other than Undated Deeply Subordinated Notes)........ 68
Terms and Conditions of the Undated Deeply Subordinated Notes..................................... 99
Use of Proceeds .............................................................................................................. 129
Form of Final Terms ....................................................................................................... 130
ESFIL - Espírito Santo Financière S.A. ........................................................................... 151
Espírito Santo Financial Group S.A................................................................................. 153
Recent Developments...................................................................................................... 172
Risk Management ........................................................................................................... 179
Supervision and Regulation............................................................................................. 187
Directors, Senior Management and Employees ................................................................ 198
Major Shareholders and Related Party Transactions ........................................................ 209
Operating and Financial Review and Prospects................................................................ 212
Taxation.......................................................................................................................... 234
Subscription and Sale...................................................................................................... 238
General Information ........................................................................................................ 242
Definitions ...................................................................................................................... 261
Page 7

SUMMARY OF THE EMTN PROGRAMME
This summary must be read as an introduction to this Prospectus and any decision to invest
in any Notes should be based on a consideration of this Prospectus as a whole, including the
documents incorporated by reference. No civil liability will attach to the Issuers and the
Guarantor in any Member State of the European Economic Area solely on the basis of this
summary, including any translation thereof, unless it is misleading, inaccurate or
inconsistent when read together with the other parts of this Prospectus. Where a claim
relating to information contained in this Prospectus is brought before a court in a Member
State of the European Economic Area, the claimant may, under the national legislation of the
Member State where the claim is brought, be required to bear the costs of translating this
Prospectus before the legal proceedings are initiated.
Information about ESFG and ESFIL
ESFG Group ¶s business, principal activities and markets
Espírito Santo Financial Group S.A. (ESFG) is a public limited company (société anonyme)
organised under the laws of Luxembourg. ESFG is a Luxembourg based financial holding
company with banking, insurance and healthcare interests. ESFG ¶s primary investments are
located in Portugal as well as in countries with cultural and economic ties with Portugal, most
of them with high growth potential (including, Angola, Brazil and Mozambique). In addition,
it has other investments in Spain, the United Kingdom, France, Switzerland, Poland, India,
Libya, Panama, the United States, Dubai and Venezuela, among others.
ESFIL - Espírito Santo Financière S.A. (ESFIL) is a public limited company (société
anonyme) organised under the laws of Luxembourg and is a wholly owned subsidiary of
ESFG. The principal activity of ESFIL is the acquisition of interests in other Luxembourg or
foreign companies and investment in industrial or trading companies. It also participates in
the organisation and development of industrial or trading companies by granting assistance to
such companies in the form of loans, guarantees or in any other way.
At 31 December 2011, the ESFG Group had consolidated assets of EUR 84.0 billion and
consolidated equity (attributable to equity holders of ESFG) of EUR 1.3 billion. Consolidated
net income for the year ended 31 December 2011 (attributable to equity holders of ESFG)
was EUR 121.4 million. The total capitalisation and indebtedness of ESFG as at 31 December
2011 on a consolidated basis was approximately EUR 22.1 billion.
The ESFG Group ¶s assets in Portugal accounted for 69.5 per cent. of its total consolidated
assets as at 31 December 2011. For the year ended 31 December 2011, the ESFG Group
derived 2.5 per cent. of its consolidated net profit, before non ± controlling interest, from its
operations in Portugal, after intra ± group eliminations.
The ESFG Group ¶s principal operations outside of Portugal are focused on the strategic
triangle comprised of Iberia, South America and Africa, which are considered to be high
growth countries with cultural or trade links to Portugal. The ESFG Group ¶s international
operations contributed net profit before non ± controlling interest of EUR 254.0 million for the
year ended 31 December 2011, compared with a Portuguese domestic contribution to net
profit before non ± controlling interest of EUR 6.5 million for the year ended 31 December
2011.
Page 8

Banking
The ESFG Group conducts a broad range of banking activities, including commercial
banking, investment banking, asset management and private banking, stockbrokerage and
others, primarily through Banco Espírito Santo, S.A. (BES) and its consolidated subsidiaries
(BES Group). The BES Group is the second largest private financial institution in Portugal
by total consolidated assets and the largest Portuguese financial institution by market
capitalisation (EUR 2 billion as of 31 December 2011). Headquartered in Portugal, with an
average market share in the Portuguese banking market of 19.3 per cent. and an average
market share in the Portuguese corporate banking market of 24.8 per cent. in 2011, the BES
Group is one of the leading banking groups in Portugal offering individual and corporate
customers a wide range of banking and financial services.
The BES Group accounted for 92.6 per cent. of the ESFG Group ¶s total assets as at
31 December 2011, 92.7 per cent. of the ESFG Group ¶s commercial banking income for the
12 months ended 31 December 2011, 70.2 per cent. of the ESFG Group ¶s operating income
for the 12 months ended 31 December 2011, and 6.6 per cent. of the ESFG Group ¶s net profit
attributable to equity holders of ESFG for the 12 months ended 31 December 2011, in each
case after intra ± group eliminations.
Commercial Banking: In addition to the BES Group, the ESFG Group conducts commercial
banking activities through its French banking operations, Banque Espírito Santo et de la
Vénétie, S.A. (BESV) and also through ES Bank (Panama) S.A. (ESBP), among others.
Investment Banking: The ESFG Group ¶s investment banking business is managed primarily
through Banco Espírito Santo de Investimento, S.A. (BESI), a wholly owned subsidiary of
BES, operating in Portugal, Spain, Brazil, the United Kingdom, the United States, Poland and
India.
Asset Management and Private Banking, Stockbrokerage: The ESFG Group ¶s asset
management and private banking activities are operated through ESAF ± Espírito Santo
Activos Financeiros, SGPS, S.A. (ESAF), Banque Privée Espírito Santo S.A. (BPES) and ES
Bankers (Dubai) Limited (ESBD), based in Portugal and Spain, Switzerland and Dubai,
respectively. The ESFG Group conducts its stockbrokerage activities through BESI in
Portugal and through branches of BESI in Spain and Poland, through BESI ¶s Brazilian
subsidiary BES Investimento do Brasil, S.A., in which Banco Bradesco, S.A. holds a 20 per
cent. stake. The ESFG Group conducts its private banking activities in the United States
through Espírito Santo Bank (of Miami). In the United Kingdom, BESI acquired in
November 2010 a 50.1 per cent. stake in Execution Holdings Limited (Execution Noble), a
London based financial brokerage group, through which stockbrokerage activities are carried
out.
Insurance
The ESFG Group ¶s insurance activities comprise both life insurance and non ± life insurance.
The ESFG Group conducts its Portuguese non ± life insurance business in the non ±
bancassurance segment through Companhia de Seguros Tranquilidade, S.A. (Tranquilidade)
and Seguros Logo, S.A. (LOGO), and its Portuguese life insurance business in the non ±
bancassurance segment through T ± Vida, Companhia de Seguros, S.A. (T ± Vida). The ESFG
Group conducts its Portuguese life insurance business in the bancassurance segment through
BES Vida, Companhia de Seguros, S.A. (BES Vida) and its Portuguese non-life insurance
business in the bancassurance segment through BES, Companhia de Seguros, S.A. (BES
Seguros). Crédit Agricole owns a 50 per cent. interest in BES Seguros and controls its
activities. On 11 May 2012, BES completed its agreement, entered into with Crédit Agricole
Page 9

on 11 April 2012, and acquired the 50 per cent. shareholding in BES Vida that it did not
already own for EUR 225 million. As a result of BES owning the entire share capital of BES
Vida, the strategic partnership with Crédit Agricole in the life insurance business has been
terminated.
The ESFG Group conducts its Spanish life insurance business in the bancassurance segment
through Pastor Vida S.A. (Pastor Vida), a company in which Tranquilidade owns a 50 per
cent. interest, with the remaining 50 per cent. interest being owned by Banco Pastor, S.A.
ESFG has management control of Pastor Vida and it is therefore a consolidated subsidiary of
ESFG. Banco Popular Español, S.A. (Banco Popular) has acquired 100 per cent. of Banco
Pastor, S.A. (Banco Pastor) and Banco Popular has its own bancassurance operations. As a
result of this change of control, the ESFG Group has the right to require Banco Pastor to
purchase its interest in Pastor Vida. The timing of the purchase, and the amount to be paid,
has yet to be determined by the parties.
As at 31 December 2011, the ESFG Group ¶s wholly owned insurance operations which
include Tranquilidade, T ± Vida and LOGO, taken together with the ESFG Group ¶s 50 per
cent. interest in BES Vida and BES Seguros were, together, the fourth largest insurance group
in Portugal in terms of gross written premiums (representing a 6.7 per cent. market share ± 4.6
per cent. in life insurance and 10.5 per cent. in non-life insurance), according to the
Associação Portuguesa de Seguradores (APS) and the third largest private insurance group in
terms of gross written premiums according to the APS. At the ESFG Group consolidated
level, after intra ± group eliminations, these insurance companies accounted for 2.2 per cent. of
ESFG ¶s total assets as at 31 December 2011 and (18.7) per cent. of the ESFG Group ¶s profit
before taxes and non-controlling interest for the 12 months ended 31 December 2011.
Healthcare services
The ESFG Group conducts its activities in healthcare services through Espírito Santo Saúde,
SGPS, S.A. (ESS), a holding company which operates principally in the following areas of
healthcare management in Portugal: hospitals, outpatient clinics and senior care residences.
ESS is a leading private healthcare provider in Portugal which owns a total of 17 hospitals
and operates a total of 18 hospitals (it operates the new Hospital Beatriz Ângelo in Loures,
which opened in January 2012, through the Public ± Private Partnerships (PPP) programme) as
well as outpatient clinics and senior care residencies. Hospital da Luz, the largest private
hospital in Portugal and a key investment at ESS, saw revenue growth up by 8.1 per cent. in
2011. Between 2000 and 2011 ESS has reported a yearly compounded annual growth rate of
approximately 40 per cent. measured by operating revenues.
ESFG Capital positioning
ESFG is supervised on a consolidated basis by the Bank of Portugal as the majority of the
ESFG Group ¶s activities are conducted in Portugal.
At 31 December 2011, the ESFG Group ¶s Core Tier I ratio and Tier I ratio were 8.3 per cent.
and 8.6 per cent., respectively, calculated under the Basel II, IRB Foundation Method.
At the BES Group level, Core Tier I ratio and Tier I ratio were 9.2 per cent. and 9.4 per cent.,
respectively, under the Basel II, IRB Foundation Method at 31 December 2011.
In May 2011, following the Portuguese government ¶s request for assistance and the signing of
the Memorandum of Economic and Financial Policies (MEFP) between the Portuguese
government, the European Commission (EC), the European Central Bank (ECB) and the
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