According to the ANS, the private healthcare industry in Brazil includes approximately over 1,146 providers with registered members, tens of thousands of certified doctors, dentists and other health professionals, hospitals, laboratories, and clinics. In september 2022 , approximately 50.2 million Brazilians were members of private healthcare plans and 30.5 million were members of dental plans.These Brazilians use private healthcare plans for office visits, exams and/or hospital stays, depending on their contracts and coverage.

According to the latest figures released by ANS, revenues from all types of private and insurance health plans in Brazil has reached approximately R$119 billion in the second quarter of 2022.

Following the reform of higher education in Brazil in the 1980s and 1990s, several new dental schools opened throughout the country from which thousands of professionals graduate each year. According to the Federal Dental Care Council (Conselho Federal de Odontologia), there are currently approximately 638 dental schools in the country and approximately 383,000 certified dentists.

Despite the fact that Brazil has a large number of certified dentists and a population that exhibits unusually high attention to its oral health (evidenced by a high consumption of oral health products per capita that is on par with that of certain first world countries), access to dental care remains limited. This is particularly due to the lack of efficient management and finance mechanisms. This lack of access to dental care created an opportunity for dental plan companies that had access to capital and management know-how. As a result, after the second half of the 1990s, the dental plan industry has grown consistently, representing a new alternative form of access to oral healthcare.

Although the dental care plan industry is almost as old as the medical care plan industry, it was only in the late 1980s, when dental plans began to provide better and more reliable services, that they became an attractive benefits option for large employers.

As opposed to the medical care industry, where individuals have the alternative of government provided services, dental services were only offered by dentists acting as simple service providers without the assistance of any management or financing mechanisms.This model, which was aimed at an elite segment of the population, allowed for the provision of highly technical and scientifically advanced dental care with sophisticated and expensive resources. However, it was restricted to the segment of the population that could afford high prices and direct payment.

The main factors that have driven the growth of the dental care industry have been:

• The structural imbalance between the supply and demand of services: Brazil is one of the countries with the highest number of available dental professionals, but it is also the country in which a large part of the population has no access to their services due to a lack of financing and management mechanisms;
• The lack of a public service alternative: the low availability and quality of government-provided dental care services leaves most of the population without access to dental care services;
• The growing inclusion of dental plans in the benefits packages of corporations: these plans were initially restricted to large corporations. However, the provision of dental benefits is continuously growing in small- and medium-sized companies, and is already the fourth most common benefit offered by organizations according to Towers Perrin, a company that specializes in employee benefits for large corporations;
• The opportunities created by the growing interest from new distribution channels: such as insurance brokers and benefits consultants; and
• Regulations: that have been promoting the development of the industry as a whole through the reduction of the number of informal providers and the introduction of better management and care practices.

• Growth in the membership base and low penetration: according to the ANS, the exclusive dental plan industry grew from 7.3 million members in 2006 to 30.5 million in september 2022, representing a compound annual growth rate of 10% in that period. In 2006, enrollment in dental care plans represented approximately 20% of the total number of healthcare plan members in the country. This number had grown to approximately 51% in september 2022. Despite this growth, the enrollment percentages are still very low in comparison with more mature markets like the United States which we believe represent a significant growth potential.
• Consolidation potential: with 408 active providers in september 2022 according to the ANS, the dental plan industry is going through a period of consolidation.
• Regional growth potential: 59% of all dental plan members are located in the southeastern region of Brazil , followed by 19% in the northeastern region, and 11% in the south. The state of São Paulo alone accounts for almost 36%. Thus, there is significant growth potential in those states and regions where the presence of dental care providers is still relatively low.
• Group contracts: the dental plan segment is mainly made up of group plans, which represent more than 82% of all plans sold in the segment. This characteristic provides more flexibility in establishing initial prices as well as freedom in direct negotiations of price increases with the contracting party.
• Predominance of group dentistry: the largest sub-segment within the dental plan segment is group dentistry, followed by group medicine. Group dentistry has also been the most dynamic segment representing 42% of total revenues of dental plan.
• Favorable risk profile: the risk profile of dental care is different in important aspects from the risk profile of medical care. Medical care costs increase with the aging of health plan members as well as with the introduction of new, more expensive and non-replaceable technologies. In contrast, dental care costs – generally and particularly in Brazil today where plan growth is the result of the addition of new population segments with no history of previous coverage – increase substantially during the beginning of a contract period since the demand for dental care had previously been unfulfilled. After this initial peak, the cost of dental care diminishes until it reaches a maintenance level that tends to remain stable regardless of the age of the population. The attainment of this maintenance level and improved management of evolving care costs is due to factors such as:

(i) new technologies that tend to replace previous technologies without entailing large cost increases;

(ii) more effective programs and procedures to prevent illness and promote health;

(iii) the absence of unexpected major and costly accidents or events that require dental treatment;

(iv) changes in pathologies and treatments for aging members do not entail cost increases; and

(v) the reduced costs and lower demand for the resources required to identify pathologies.

The dental plan markets in Brazil and the United States have important similarities. Additionally, a significant part of the dentistry practices in Brazil are strongly influenced by, and mirror the practices employed in, the United States. The main similarities between the two markets are:

• Private system base: as opposed to other countries, dental care provision in the United States and Brazil is based on a private system, as public services are insufficiently available;
• Network-based care model: although there are some differences, the group dentistry model in Brazil and the Dental Preferred Provider Organization, or DPPO, model in the United States are both the leading and fastest growing dental care models in each of such markets; and
• Benefits industry focus: in both countries, the main driver of growth has been the increasing demand for and the growing importance of dentistry in benefit packages offered by corporations to their employees.
• Despite these similarities, certain differences are also significant when comparing the two markets, such as.
• Availability of dental care professionals: the number of available dentists is considerably larger in Brazil, and contrary to the trend in the United States, the number is increasing;
• Verticalization: in the United States, providers focus on a few levels in the value chain with high specialization. In Brazil, on the other hand, operations tend to be more integrated, often including sales, risk-taking and health management. This characteristic has the potential to aggregate profit margins generating higher bottom-line income than in the United States; and
• Operation and market penetration scale: in the United States the penetration of dental plans is reaching its maturity, with growth basically following the population growth, and reaching approximately 52% of medical plan members and 47% of the population. In Brazil, even if we consider differences in income, we believe that the dental care plan industry is still in the initial stages of growth with penetration reaching 51% of medical plan members and approximately 12% of the population.

REGULATION OF THE DENTAL PLAN SEGMENT IN BRAZIL

The Brazilian Federal Constitution grants Brazilian citizens a number of basic rights including the right to health. In order to ensure this right, the Brazilian Constitution created the Sole Health System (Sistema Único de Saúde), or SUS, which is the public healthcare system in Brazil, allowing the private sector to take part in the provision of healthcare on a supplementary basis. The direct or indirect interest of foreign companies or foreign investments in the health care industry is forbidden by the Brazilian Constitution, except when the law otherwise provides.

The Brazilian government also drafted the Private Healthcare Plan Law, which defines the rules that govern private health plans, and establishes standards for the creation, organization, operation, and inspection of providers. This law allows for foreign individuals or legal entities to hold interests in providers.

The Private Healthcare Plan Law also requires that private healthcare providers reimburse the SUS for services provided by public or private institutions that are part of the public healthcare system to individuals who are also members of private healthcare plans.

In order to improve the regulating role of the government in the private health sector, on January 28, 2000, the Brazilian government issued Law No. 9,961, which created the ANS and made the agency responsible for defining the rules and regulations applicable to private companies active in the healthcare industry.

The ANS is connected to the Ministry of Health by means of a management contract that establishes the goals and standards to be followed by the ANS and that must be approved by the Conselho de Saúde Suplementar (Supplementary Health Council or CONSU). The ANS is the government agency responsible for drafting all legislation related to the health industry and supervising the activities of its participants. It is independent to draft such legislation and enjoys budgetary autonomy. Private healthcare providers are also subject to all other national, state and municipal laws.

Since its creation, the ANS has been establishing specific standards for the private/supplementary health industry by means of specific rules that must be followed by all companies operating in this industry, including the following:

• Providers with more than 20,000 members must, for example, submit their books to independent auditors registered at the Regional Accounting Council (Conselho Regional de Contabilidade), or CRC, and the CVM. They must then publish their results, each year, together with financial statements kept in accordance with ANS Normative Resolution No. 9 of February 14, 2007;
• Providers are prohibited from engaging in any financial transactions with (i) their management as well as members of the board of directors, fiscal and consulting committees or similar bodies; (ii) the spouses and relatives up to second degree of the persons mentioned in item (i) above; or (iii) any company in which the persons mentioned in item (i) above or (iv) any company in which the persons mentioned in items (i) and (ii) hold an interest, provided such persons, jointly or separately, own a controlling interest in that company. If healthcare providers engage in such transactions, their executives will be personally liable for losses incurred by them; and
• Providers are not subject to bankruptcy laws but may be subject to extrajudicial liquidation. In the case of the latter, the court may demand the establishment of a fiscal management regime if the provider experiences serious financial difficulties.

ANS regulations also relate to several other issues such as the minimum requirements for the establishment, operation and termination of providers; minimal required claim reserves; account plans; healthcare fees; management of member information; coverage standards and healthcare quality; specific and mandatory requirements related to healthcare plans that must be considered in the formation of every contract entered into by providers and the definitions contained in them; minimum coverage; prices for different age groups; means of access to benefits (modalities such as individual and/or family, company group or collective adhesion); means of access to treatment (access exclusively for the members of an accredited network or access modalities in which the individual is free to choose the provider); regulation mechanisms; waiting periods before benefits can be enjoyed and the territorial coverage of each benefit plan.

In addition, any transfer of control of providers is subject to ANS‘s prior approval. Our future acquisitions may be subject to approval by Brazilian antitrust and health agencies which could result in delays or unexpected expense and which could have a material adverse effect on our results of operation.

OdontoPrev and its subsidiaries Clidec, Rede Dental and Sepao are providers. According to ANS Resolution RDC No. 39, dated October 27, 2000, OdontoPrev, Rede Dental and Sepao are dental care providers of the tertiary dental care segment, which is applicable to providers that spend in their proprietary facilities less than 10% of the total dental care costs from services related to dental plans. OdontoPrev does not own a proprietary facility. Clidec is a dental care provider of the proprietary dental care segment, which is applicable to providers that spend in their proprietary facilities more than 30% of the total dental care costs from services related to dental plans.

We understand that the Private Healthcare Plan Law and ANS‘s regulations support the provision of private healthcare plans in the proprietary dental care segment (where the provider directly provides dental care in accordance with ANS Resolution RDC No. 39) by an entity controlled by foreign investments, as is the case of Clidec. Any understanding to the contrary would not cause a material adverse effect in our financial condition or results of operation since our activities are not focused on the proprietary dental care.

According to the Private Healthcare Plan Law, benefit plans are classified into four specific categories: outpatient, obstetrics, in-patient, and dental, which may be offered separately or combined. ANS regulations require that all providers offer a plan that covers a minimum set of benefits. Medical and dental plan providers (with the exception of self-management providers that provide free plans and exclusive dental care providers) must observe the minimums applicable to the laboratory and hospital, and to the dental sector, respectively.

The ANS currently focuses on companies that consider themselves health plan providers for individuals and/or families. This is because the user in this category is the weakest party in the relationship with the provider from the perspective of the Consumer Protection Code.

ANS regulations focus primarily on medical care, rather than dental care industry, due to the fact that public healthcare in Brazil is insufficiently available and regulations are recent.

According to the ANS, we are classified as a provider operating solely in the dental care industry, focused on the group and corporate plan market, which negotiations are carried out between us and corporations, and our fees are paid by the corporations through monthly invoices, as well as individual plans. We do not have to wait for ANS approval to readjust monthly benefit plan rates considering: a) group plans are sponsored by contracting corporations, we just have to comunicate de percentage of readjust b) individual plans are readjusted by official inflation index released by an external institution.

All of our benefit plans are filed with the ANS and offer, at a minimum, coverage for the list stipulated by the ANS in Normative Resolution nº. 154 of June 05, 2007.