RDOR3 Rede D'Or São Luiz

Rede D'Or São Luiz S.A. is one of the leading private healthcare groups in Brazil and its common shares are traded on B3 under the ticker RDOR3. The group’s origins date back to 1977, in Rio de Janeiro, when physician Jorge Moll, in partnership with physician Alice Moll, began operating the then Grupo Labs, focused on imaging diagnostics and exams such as ultrasound and two-dimensional echocardiography. Throughout the 1980s and early 1990s, its diagnostic activities were expanded with the implementation of the concept of concentrating multiple exams in a single unit, materialized by the opening of a six-story center in Botafogo, in Rio de Janeiro, dedicated to imaging exams and clinical analyses. Between 1993 and 1997, new large-scale units were opened in different neighborhoods of the city, consolidating the diagnostic network’s presence in the state capital and laying the groundwork for its later entry into the hospital segment.

The group’s diversification into hospitals took place in 1998, with the inauguration of Hospital Barra D'Or, in Rio de Janeiro, followed by the opening of Copa D'Or Hospital in 2000 and Quinta D'Or in 2001. From 2006 onward, the growth strategy began to combine organic development with the acquisition of hospitals in different regions, such as the purchase of Hospital Oeste D’Or and an interest in Hospital Badim. In 2007, expansion reached the Northeast through the acquisition of Esperança and São Marcos hospitals, in Recife, and Prontolinda, in Olinda, later renamed Esperança Olinda. Between 2008 and 2024, the Company significantly expanded its network with the incorporation and opening of units in states such as Rio de Janeiro, São Paulo, Pernambuco, Maranhão, Bahia, Sergipe, Paraná, Ceará, Minas Gerais, Paraíba, Mato Grosso do Sul, Alagoas, Pará and in the Federal District, strengthening a model based on scale, standardized processes and operational integration.

With this expansion trajectory, Rede D'Or São Luiz consolidated a business model centered on providing healthcare services across multiple links of the value chain, with its main foundation being the operation of general and specialized private hospitals. As of December 31, 2024, the Company operated the largest independent network of private hospitals in Brazil, made up of 75 own hospitals and three hospitals under management. Revenue is predominantly derived from hospital and supplementary healthcare services, including inpatient admissions, emergency care, outpatient procedures, exams, use of medicines and supplies, as well as physicians’ fees. In fiscal year 2024, the Company recorded around 5.9 million emergency visits, more than 2.9 million patient-days or inpatient bed-days, and approximately 5.5 million outpatient visits, illustrating the scale of its clinical operations.

Rede D'Or’s operating segment structure combines hospital services with insurance and financial management activities. In 2024, the Company’s net revenue was mainly composed of the insurance and hospital services segments. The insurance segment accounted for about 57.7% of net revenue, through subsidiaries originating from the business combination with SulAmérica, which offer health and dental insurance products, life and personal accident insurance, private pension plans and asset management. Hospital services represented 42.1% of net revenue, covering inpatient admissions, intensive care therapies, high-complexity surgeries, emergency care and ancillary diagnostic and treatment services. The Company also maintains an asset management and administration segment, still with a marginal share of total revenue, reinforcing its profile as a healthcare group with significant presence both in direct care and in the management of healthcare risk.

In the care field, Rede D'Or São Luiz operates an integrated network that includes general hospitals, specialized units, clinics, and oncology diagnosis and treatment services. As of December 31, 2024, the Company maintained the largest integrated oncology treatment network in the country, consisting of 61 clinics strategically distributed across Brazil, where different antineoplastic treatments are administered to tens of thousands of patients per month. The Company also operated 11 clinical analysis and imaging laboratories and 85 dialysis units, both owned and managed, many of them physically integrated into the hospitals. Within this ecosystem, clinical technology initiatives stand out, such as the Robotic Surgery Program, launched in 2015 with the acquisition of DaVinci robots, which evolved into a fleet of 28 robots in operation in May 2025, focused on minimally invasive surgeries in multiple specialties.

The Company’s geographic footprint is far-reaching within the Brazilian private healthcare segment, with presence in major urban centers and state capitals. Rede D'Or is present in economically important states such as Rio de Janeiro and São Paulo, as well as Pernambuco, Bahia, Sergipe, Maranhão, Paraná, Ceará, Minas Gerais, Paraíba, Mato Grosso do Sul, Alagoas, Pará and the Federal District. Expansion took place mainly through the acquisition of traditional hospitals and the construction of new units, such as Hospital Vila Nova Star and DF Star, in addition to the incorporation of relevant regional units. This capillarity enables the Company to serve both large health plan operators and a diversified patient base, in a Brazilian hospital market characterized by high fragmentation and a shortage of beds, in which few private groups hold a significant share in terms of number of beds.

Rede D'Or São Luiz’s client base is predominantly composed of private health plan operators, in line with the structure of the Brazilian healthcare system, in which supplementary healthcare plays a key role in financing private services. In 2024, the Company reported that only one client individually exceeded 10% of net revenue, which indicates some degree of concentration in a specific payer, while most of the other clients contributed smaller portions of this total. The segments affected by this relationship profile include private hospital services, health and dental insurance, administered plans, health and wellness solutions, personal insurance, private pension plans and asset management, reflecting the integration between care delivery and the health insurance and financial services platform that make up the group.

From a regulatory standpoint, the Company’s activities are influenced by a complex state framework involving different agencies. The Brazilian healthcare system is structured around the Unified Health System (SUS), under the coordination of the Ministry of Health, and a supplementary healthcare segment regulated by the National Supplementary Health Agency (ANS). Rede D'Or, through its subsidiaries in the insurance and health plan segment, is directly subject to ANS regulation and supervision, which defines rules for coverage, quality standards, price adjustments, provider networks and contracts between operators and providers. Resolutions such as RN 503 and RN 512 regulate contractual aspects, adjustments and relations between operators and service providers, while RN 489 sets penalties for regulatory breaches, and RN 567 deals with the replacement of providers. In addition, hospital units and clinics are subject to federal, state and municipal sanitary regulations, including those issued by the National Health Surveillance Agency (ANVISA), which defines minimum standards for health services, medicines and procedures.

The Company invests in accreditation and quality certification processes as a relevant part of its institutional positioning and management model. Since 2006, hospital units have been voluntarily submitted to external evaluations conducted by independent national and international entities that assess safety criteria, care processes and clinical governance. As of December 31, 2024, 91% of Rede D'Or hospitals had at least one certification or accreditation, with 45 holding international recognitions such as Joint Commission International (JCI), Accreditation Canada (Qmentum), NIAHO and ACSA, and 26 accredited by the National Accreditation Organization (ONA). The Company is also a sponsor of Instituto D'Or de Pesquisa e Ensino (IDOR), a nonprofit organization focused on research, education and innovation in healthcare, which contributes to scientific output and professional training, reinforcing clinical governance practices and the development of knowledge applied to hospital operations and care improvement.

In terms of corporate governance and operations management, Rede D'Or São Luiz uses proprietary information and data intelligence systems to monitor care, operational and financial indicators in near real time. These systems integrate information on bed occupancy, service times, inventory consumption, patient flows, costs and results, as well as clinical data such as treatment histories and readmission rates. This business intelligence approach is also used in assessing growth opportunities via acquisitions, with analyses of potential synergies and economic impact. Operating in a Brazilian healthcare market that combines population aging, expected increases in per capita spending and a shortage of hospital beds, the Company structures its business model to capture growing demand for medical services, both in the hospital sphere and in supplementary healthcare, within a regulated and competitive environment.

RDOR3 shares, listed on B3, represent an interest in a group that combines the operation of hospitals, clinics, laboratories, dialysis units, an oncology network and a health insurer, with a significant presence in the country’s main metropolitan regions. The group’s simultaneous role in providing direct care services and offering health and dental insurance, life insurance and private pension products gives it a hybrid profile, in which hospital service revenue and health insurance revenue are the main sources of cash generation. This positioning allows Rede D'Or São Luiz to tap into opportunities in a sector considered essential, with demand driven by demographic and structural factors, and with a strong regulatory component that affects both the management of hospital units and the supplementary healthcare and insurance businesses conducted by its subsidiaries.