Legal Notices and Risk Factors

Legal Notices

Disclaimer on Forward-Looking Statements

The Fleury Group investor relations website contains statements on plans, estimates, expectations regarding future events, strategies, projections and financial tendencies that affect its operations, as well as statements related to other information that constitute future estimates and declarations. Such forward-looking statements do not constitute a guarantee of future results and involve risks and uncertainties, many of which are beyond the company’s ability to control or predict.

Various relevant factors may arise that could make the Fleury Group’s actual results differ materially from our estimates, including which:

  • the effects of the international financial and economic crisis in Brazil;
  • changes in the social, economic, political and business environment in Brazil, including fluctuations in exchange rates, interest rates, inflation and liquidity in the financial and capital markets;
  • changes in laws and regulations that apply to the diagnostic, preventive and therapeutic medicine services sector, including environmental, public health, tax, employment and social security legislation and regulations at the municipal, state and federal levels, as well as changes in jurisprudence or the views of government agencies in relation to these laws and regulations;
  • changes in competition in the diagnostic, preventive and therapeutic medicine services sector, as well as changes in the Fleury Group’s patients and payers’ preferences;
  • Fleury’s ability to successfully implement its business strategy and investment plan;
  • the Fleury Group’s capacity to make acquisitions and successfully integrate them into its business;
  • the Fleury Group’s ability to secure financing when necessary and on reasonable terms;
  • the interests of its controlling shareholder;
  • other factors and trends affecting the Company’s financial condition and the ones discussed under the section Risk Factors; and
  • other statements contained in this website regarding matters that are not historical facts.

Forward-looking statements or statements in several sections of this website containing information that includes the words ‘‘believes,’’ ‘‘may,’’ ‘‘continues,’’ ‘‘expects,’’ ‘‘anticipates,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘estimates’’ or similar expressions are intended to identify future estimates and declarations.

In view of these risks and uncertainties, investors are cautioned not to put undue reliance on these forecasts or on any forward-looking statements when making their investment decisions.

Risk Factors

An investment in securities involves a high degree of risk. All investors should carefully consider the following factors in addition to the other information in this investor relations website before investing in Fleury’s securities. In general, investing in the securities of issuers in emerging market countries, such as Brazil, involves a higher degree of risk than investing in the securities of U.S. issuers or issuers in other countries with highly developed capital markets. Fleury’s business, financial condition, results of operations and prospects may be materially adversely affected by any of these risks.

The risks briefly described below are those that the Company currently believes most likely may materially affect its performance.

1) Risk Factors Relating to Brazil

  • The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This influence, as well as the Brazilian political and economic conditions, could adversely affect the Company.
  • Inflation and government efforts to combat inflation may contribute to economic uncertainty in Brazil, which may adversely affect Fleury.
  • Exchange rate instability may adversely affect the Brazilian economy, as well as the Company’s business.
  • Developments and the perception of risks in other countries, especially in the United States and in emerging market countries, may adversely affect the market price of Brazilian securities, including Fleury’s common shares.

2) Risk Factors Relating to Fleury’s Business

  • A significant portion of the Company’s revenue from services is generated through contracts with health plan providers, hospitals and companies.
  • Widespread delays in payments or refusals to pay may adversely affect Fleury.
  • Failures in the Company’s information technology systems may compromise its operations and adversely affect Fleury.
  • If the operations of the Company’s main clinical test processing center are compromised, it may affect its ability to process clinical exams in the greater São Paulo area and highly complex tests, and thus have an adverse effect on Fleury.
  • The Company’s business largely depends on the reputation that the “Fleury” brand has with its patients, payers and the medical community, and if Fleury is unable to maintain that reputation, the Company may be adversely affected.
  • Fleury may not be able to make acquisitions at the desired time or prices, or on acceptable terms and conditions. In addition, acquisitions may not deliver the desired results, or the Company may not be able to successfully integrate them into its business.
  • Litigation and administrative proceedings may adversely affect Fleury.
  • The insurance policies the Company maintains may not be sufficient to cover eventual damages.
  • Fleury is subject to the risk of delays caused by strikes at customs, ports, airports and the Brazilian Federal Revenue or the Brazilian Federal Police.

3) Risk Factors Relating to the Industry

  • If Fleury is not able to anticipate or at least follow trends in its industry in respect of new services, processes and technologies in medical diagnostics and preventive and therapeutic medicine, the Company may be adversely affected.
  • Fleury’s industry is highly competitive, and increasing consolidation in the sector may intensify this competition and adversely affect the Company.
  • The Brazilian market for medical diagnostics services and preventive and therapeutic medicine is subject to extensive legislation and regulation.

4) Risk Factors Relating to the Company’s Common Shares

  • The volatility and relative lack of liquidity of the Brazilian securities market may substantially limit investors’ ability to sell their common shares at the price and at the time that they desire.
  • The sale, or the perception of potential sales, of significant quantities of Fleury’s common shares may cause the market price of the Company’s common shares to decline.
  • Fleury may need to raise additional capital in the future, which may not be available, or only be available under unfavorable conditions. If the Company raises funds through an issuance of shares, investors’ participation may be diluted.