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| Frequently Asked Questions |
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| BES Group is a financial group. Among the Group companies, the most relevant is BES, a commercial bank headquartered in Portugal that provides a broad range of financial services both domestically and abroad. BES is the second largest Portuguese private financial institution by net assets (EUR 80.7 bn at 30 Sept. 2009) with 20.7% average market share (YE09) in the main business lines and 2.1 mn clients. BES has shown particular ability to diversify its revenue sources by ranking highly in strategic business areas such as Retail, Private banking and Asset Management, Corporate banking, and Investment Banking. |
| BES is a multispecialist financial group. Its main business areas are: Retail, with a special focus on affluent customers, Private Banking (Domestic and International), Corporate Banking (middle market) and Wholesale & Investment Banking. |
| Most of the business of BES Group is located in Portugal.
The BES internationalisation strategy aims to support Portuguese firms abroad – by accompanying them to their export markets – and to cover the countries with cultural strong affinities with Portugal and countries with Portuguese communities, in particular Angola and Brazil. BES’ international operations are developed through:
6 Subsidiaries and Associated Companies: BES Angola, BES Oriente (Macao), BES Investimento do Brasil, BES Vénétie (France), ES Bank (USA) and ES plc (Ireland).
6 International Branches: Spain, New York, London, Cape Verde, Nassau and Cayman Islands.
1 Branch in Madeira.
9 Representative Offices: Toronto, Caracas, Rio de Janeiro, São Paulo, Lausanne, Cologne, Milan, Johannesburg and Shanghai.
3 Remittance offices: all in Newark (USA).
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Annual Shareholders' Meetings usually occur in March each year, and are convened in the terms and with the advance notice required by law. Before each annual general meeting, the Chairman of the Executive Committee addresses a letter to the shareholders where, besides giving an overview of the previous year?s activity, also stresses the importance of having all shareholders participate in the meeting.
On the other hand BES regularly takes initiatives aimed at the disclosure of information to ensure that the dates and agendas of its general meetings are widely publicized, and hence stimulate an increased participation of shareholders in these meetings.
Each 100 (one hundred) shares is entitled to one vote, although shareholders owning less than this number of shares may form a group under the terms of the law. |
| Banco Espírito Santo has had a stable shareholder base since 1991, with Espírito Santo Financial Group and Credit Agricole Group currently holding 50.8% of the Bank’s shares. Banco Bradesco, one of the largest Brazilian banks, holds 6.1% of BES shares, while Portugal Telecom Group has 2.6%. The free float stands at 40.5%. |
| BES is subject to the disclosure requirements of the markets where it has securities listed. In Portugal, the disclosure of information meets the requirements of the Portuguese Securities Market Commission (CMVM) and the NYSE Euronext Stock Exchange. |
BES has a one-tier system management structure consisting of a Board of Directors. The Board of Directors is presently composed of 27 members elected by the General Meeting for periods of four years, and their re-election is permitted. The Board of Directors meets at least quarterly and whenever convened by the Chairman or by two directors.
The Board of Directors delegates the day-to-day management of the Company to an Executive Committee, which elects its Chairman (CEO) and may be composed of eleven, thirteen or fifteen members of the Board of Directors. At present this Committee consists of 11 Directors. It meets once a week and whenever convened by one of its members.
In addition to the Executive Committee, there is an Audit Committee of the Board of Directors consisting of three independent non executive directors. The main function of this Committee is to assist the Board of Directors in the fulfilment of its supervision responsibilities.
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In the past years, BES Group has had a balanced dividend policy and total amount distributed to shareholders was in line with net income development. BES targets to distribute as dividend at minimum 50% of individual net income.
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The structure and practices of BES Corporate Governance follow the information disclosure and model requirements of the Regulation number 1/2007 of CMVM, effective as of the 1st of January 2009.
BES is subject to the rules and recommendations on Corporate Governance approved by the Portuguese Securities Market Commission (CMVM), currently contained in the CMVM Regulation No. 1/2007, and to the Corporate Governance Code, approved in September 2007.
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BES is organised as a public limited company. It has share capital of 3.5 billion euros represented by 1167 million shares with nominal value of 3 euros per share. The BES shares are listed on the NYSE Euronext Stock Exchange.
The shares are registered and dematerialised (they are represented as records in an account rather than as paper documents). All shares are ordinary shares, conferring the same political and economic rights.
BES Group also has non-voting preference shares issued by the subsidiary BES Finance, Ltd. (a whole owned subsidiary of BES), totalling euro 600 million, represented by 600,000 shares with nominal value of euro 1,000 each. This issue is fully guaranteed by BES and was made in two tranches: the first in July 2003, in the amount of euro 450 million (450,000 shares with nominal value of euro 1,000 each), subsequently increased in March 2004 to euro 600 million through the issue of 150,000 new shares with nominal value of euro 1,000. The shares became fungible in May 2004 and since then the two issues are considered as a single issue.
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The main units which are responsible for the internal supervision of the Society are the Audit Committee, the Compliance Department, the Risk Committee and the Audit Department.
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KPMG & Associados SROC, S.A. is the External Auditor responsible for the Audit Report and the Auditors Reports to the Individual and Consolidated Accounts.
External supervision of the society is also accomplished by three Supervision Authorities: the Bank of Portugal, the Portuguese Securities Market Commission, know by its initials CMVM, and the Portuguese Insurance Institute (Instituto de Seguros de Portugal).
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BES' main information tool, available to all investors, analysts and the public in general is its webpage (www.bes.pt), namely through the investor relations section. This page either contains, or indicates how to obtain, up-to-date information on BES Group activities.
The Investor Relations Office is responsible for ensuring that the market has regular and timely access to all the information on results, events or any other facts concerning BES Group that may be of interest to shareholders, investors or analysts. It also clarifies questions and provides information to those entities. Any investor may contact BES Investor Relations by post, phone or e-mail. Please see the contacts page of BES website.
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BES' fiscal year ends on 31st December. The Group reports results quarterly in the begining of February (full year results), end-April (1st quarter results), end-July (interim results) and end-October (3rd quarter results). Please see the calendar page of the BES website for more informaiton.
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BES is subject to the disclosure requirements of the markets where it has securities listed. In Portugal, the disclosure of information meets the requirements of the Portuguese Securities Market Commission (CMVM) and the NYSE Euronext Stock Exchange.
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Results are presented in individual and consolidated terms. BES individual and consolidated financial statements were prepared in accordance with the accounting principles established in the Portuguese Plan of Accounts for te Banking Sector, and other instructions issued by the Bank of Portugal until December 31, 2004. As from January 1, 2005, the consolidated financial statements of the Bank are prepared in accordance with the International Financial Reporting Standards (IFRS). The individual financial statements will be prepared in accordance with the Adjusted Accounting Standards (NCA), as established by the Bank of Portugal in its letter no. 102/04/DSBDR, of December 23, 2004.
Annual and interim results are audited.
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BES pays dividends once a year, following its Annual Shareholders Meeting, where the distribution of profits of the year is voted by shareholders. Payment dates usually fall around the middle of April. Dividends are payable in euros.
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BES's foundation dates back to the last quarter of the 19th century. The Bank began operations as a commercial bank in 1937, following the merger of Banco Espírito Santo and Banco Comercial de Lisboa, from which resulted Banco Espírito Santo e Comercial de Lisboa. By public deed of 6 July 1999, the Bank changed its name to Banco Espírito Santo, S.A..
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ESFG is the holding company for the financial area of the Espírito Santo Group. BES is its principal banking operating subsidiary. In addition to its holdings in BES, ESFG also controls other companies not part of BES Group, such as Portuguese insurers Companhia de Seguros Tranquilidade, Banque Espírito Santo et de la Vénétie, located in Paris, Banque Privée Espirito Santo and Espirito Santo Bankers Dubai.
For more information please visit the ESFG website: www.esfg.com
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Group Crédit Agricole (CA) joined ESFG in bidding for BES and Tranquilidade (banking and insurance businesses) in the privatization process in Portugal in the 1989-1992 period. Over the years, Crédit Agricole remained as a strategic partner for the banking business (BES) as well as for the insurance business (Tranquilidade).
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BES shares are listed on the NYSE Euronext Stock Exchange since 1991. At the time it was called the Lisbon Stock Exchange.
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Since November 1993, BES Group has issued preference shares through BES Finance, Ltd., BES Overseas, Ltd. (BESOL) and Espírito Santo Overseas, Ltd. (ESOL), wholly owned subsidiaries of the Bank. Currently, BES Group has preference shares issued by BES Finance, Ltd. totaling euro 600 million. The issues are fully guaranteed by BES and are listed on the Luxembourg Stock Exchange.
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No, preference shares are not convertible into ordinary shares.
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To provide increased funding flexibility, BES set up a European Medium Term Notes Programme in 1997. This programme is multi-issuer and enables the issue of a variety of notes, either senior or subordinated, in any currency, up to euro 10 billion, fully guaranteed by BES.
Please see Debt information chapter of the website for more information.
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