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Glossary

A B C E F G I L M N P R S U

A

Adjusted Net Income
Corresponds to net income considering the effective (cash) Income Tax and Social Contribution.

AGE
The Stockholders’ Special General Meeting (“AGE”). Meeting of a company’s stockholders having a special nature, where matters not subject of the Stockholders’ Annual General Meeting are resolved. Several of them may be held within the same year.

AGO
The Stockholders’ Annual General Meeting (“AGO”). Meeting of a company’s stockholders obligatorily convened within the four (4) first months promptly subsequent the end of the fiscal year, for taking the managers’ accounts, reviewing, discussing, and voting the financial statements; resolving upon the appropriation of the net profit of the year and apportionment of dividends; electing managers and members of the Statutory Audit Committee, as the case may be.
 

ANS
Brazilian National Health Agency, or “Agência Nacional de Saúde Suplementar”, in Portuguese. ANS is the Brazilian regulatory agency for the private healthcare sector.

ANVISA
Brazilian National Sanitary Surveillance Agency, or “Agência Nacional de Vigilância Sanitária”, in portuguese.

APIMEC
Association of Investment Analysts and Professionals of the Capital Market, or “Associação dos Analistas e Profissionais de Investimento do Mercado de Capitais”, in portuguese.
 

Arbitration Chamber
Market Arbitration Chamber established by the BM&FBovespa for resolution of disputes between companies and its investors.
 

Arbitration Regulation
Regulation of the Arbitration Chamber, including later amendments thereto, disciplining the arbitration proceeding, which all conflicts set forth in the arbitration clause included in the Company’s Bylaws and in the Consent Sheet shall be subject to.

B

BACEN
Brazil´s Central Bank.

BM&FBOVESPA
Securities, Commodities and Futures Exchange of São Paulo.

Brazil’s Generally Accepted Accounting Principles
Accounting principles and practices set forth by the Corporation Law, the rules of the Brazilian Securities and Exchange Commission (“CVM”), rules and pronouncements of the Brazilian Independent Auditors’ Institute (“IBRACON”) and the Federal Accounting Council.

C

CAGR
Compound Annual Growth Rate.

CADE
Administrative Council of Economic Defense, or “Conselho Administrativo de Defesa Econômica”, in portuguese.
 

CAPEX
Capital Expenditures or investments
 

Common stock
Shares of the common stock, registered, book-entry, without par value, free and clear from any liens or encumbrances, issued by the Company.
 

Clinical Analyses
Clinical Analyses are studies of a biological material removed from the patient a diagnostic is intended to be provided. Blood, urine, and feces tests are comprised by such category.
 

A and B Socioeconomic Classes
Family with monthly income over fifteen Minimum Wages, according to the criteria set forth by the Brazilian Institute for Geography and Statistics (“IBGE”).
 

C Socioeconomic Class
Family with monthly income between six and fifteen Minimum Wages, according to criteria set forth by the Brazilian Institute for Geography and Statistics (“IBGE”).

Company or DASA
Diagnósticos da América S.A.
 

CSLL
Social Contribution Tax on Net Income.
 

CVM
Brazilian Securities and Exchange Commission, or “Comissão de Valores Mobiliários”, in portuguese.
 

CVM 358 Instruction
Instruction of the Brazilian Securities and Exchange Commission (“CVM”) number 358, of January 3, 2002, and later amendments.

Corporate Governance
It is the group of processes, customs, policies and laws regulating the manner by which organizations are managed, involving the relationships among their different stakeholders (stockholders, Board of Directors, Executive Board, and other control bodies).
 

Corporation Law
Law no. 6.404, of December 15, 1976, and later amendments thereto.

Diffuse control
Means the power of control exercised by stockholders holding less than fifty percent (50%) of the Company’s capital stock. It also means the power of control when exercised by Stockholders’ Group holding, on a collectively basis, percentage exceeding fifty percent (50%) of the capital stock, where each stockholder individually holds less than fifty percent (50%) of the capital stock, and provided that such stockholders are not signatories of voting agreement and are neither under common control nor act representing a common interest.

E

EBITDA
The Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) is a non-accounting measurement corresponding to the net profit of the year or period, as the case may be, before the income tax and social contribution, the financial result and expenses with depreciation and amortization. The Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) is not an measurement acknowledged by the Generally Accepted Accounting Principles in Brazil, the International Financial Reporting Standards (“IFRS”) or the Generally Accepted Accounting Principles in the USA (“US GAAP”), which has not a standard meaning and cannot be compared to the Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) prepared by other companies. The Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) has limits that may jeopardize its use as profitability measurement, for it not to consider certain costs arising out of the Company’s businesses that could significantly affect DASA’s profits, such as financial expenses, taxes, depreciation, capital expenditures and other related burdens. In the Company’s businesses, the Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) is used as one of the measurements of DASA’s operational performance.

F

Free Float
Shares of a company that are freely available to the investing public.

G

GDP
Gross Domestic Product.

I

IBGE
Brazilian Institute of Geography and Statistics.

IBovespa Index
Securities, Commodities and Futures Exchange Index which measures the stock price variation from the most traded companies at BM&FBovespa.
 

IFRS
International Financial Reporting Standards.

INSS
National Institute of Social Security, or “Instituto Nacional de Seguro Social”, in portuguese.
 

L

Securities Law
Law no. 6.385, of December 7, 1976, and later amendments thereto.

M

Outpatient Market
It refers to the market of patients having their tests at servicing units, whether through their health insurance plan or on a privately basis.

Lab-to-lab Market
It refers to the processing market of clinical laboratory analysis samples collected by third laboratories.
 

Hospital Market
It refers to the market of patients having their tests at hospitals. DASA takes part in such market through agreements entered into with hospitals, which are the Company’s payers.
 

Public Market
It refers to the market of patients having their tests through the public health network. DASA takes part in such market through public tenders. The governments are the Company’s payers.

N

New Market
Special segment for negotiation of securities of the São Paulo Stock Exchange (“BOVESPA”).
 

New Market Regulation
Regulation disciplining the requisites for trading securities of publicly traded companies in the New Market, setting forth differentiated listing rules for such companies, the administrators thereof, members of the Statutory Audit Committee, provided that it is installed, and the Controlling stockholder, instituted by the São Paulo Stock Exchange (“BOVESPA”).
 

NTH - Hospital Technical Nucleus
Laboratory for processing clinical laboratory tests inside the hospitals. It is smaller than the central labs and processes emergency tests.

NTO - Operational Technical Nucleus or Central Lab
Laboratory where clinical analysis tests are processed.

P

Patient Service Center
Place where the patient makes image tests and collect samples for clinical laboratory tests, further to be able to pick test results.

Power of control (and related terms as Control, Controlling Company, Controlling Stockholder, Controlled Company, and Company under Common Control)
Means the power actually used to direct the corporate activities, and to instruct the operation of the Company’s bodies, whether directly or not, in fact or under the law. There is relative assumption of control in relation to a person or group of persons bound by stockholders’ agreement or under common control (hereinafter referred to as “Group of Control”), which holds stock assuring thereto absolute majority of votes of stockholders that attended the latest three general meetings of the Company, even though it does not hold stocks assuring thereto the absolute majority of the voting capital.

Publicly traded company
Company with securities issued thereby registered with the Brazilian Securities and Exchange Commission (“CVM”) for trading in stock exchange or over-the-counter market.

R

Radiology and Diagnostic Imaging (RDI)
Diagnostic from imaging and graphic methods allowing the watching or analysis of affected areas. DASA considers all test or service other than a clinical laboratory analysis (blood, urine or feces) as a RDI test, which includes, further to ultrasonography, computed tomography and magnetic resonance imaging tests, other services such as endoscopy, cardiologic and mammography imaging tests.
 

Reference Form
Accounting document issued once a year forwarded to the Brazilian Securities and Exchange Commission (“CVM”). It provides information on the main economic-financial indicators of the companies, and on the summary of the main financial statements accounts and other material information on the company’s operational activities.

S

SELIC
The average interest rate on daily financing, based on federal bonds.

Stockholders’ Group
It means the group of two or more stockholders of the Company: (i) which are parties to the voting agreement; (ii) if one of them is, directly or not, a Controlling Stockholder or company controlling the other or the others; (iii) which are companies directly or indirectly controlled by the same person, or group of persons, stockholders or not; or (iv) which are companies, associations, foundations, cooperatives and trusts, investment funds or portfolios, universalities of rights or any other organization forms or ventures with the same administrators or managers, or even though those the administrators or managers of which are companies directly or indirectly controlled by the same person, or group of persons, stockholders or not. In the case of investment funds with a common administrator, only those the investment policy and voting exercise at Stockholders’ General Meetings, under the respective regulations, are ruled by the administrator, on a discretionally basis.

SUS
Brazilian Public Health System, or “Sistema Único de Saúde”, in portuguese.

U

US GAAP:
US generally accepted accounting policies.

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Last updated December 27, 2016 - 19:35