(Translation from the Portuguese original)web3.cmvm.pt/sdi/emitentes/docs/CONV54590.pdfSONAE SGPS, S.A. Lugar do Espido Via Norte Apartado 1011 4471-909 Maia Portugal Sociedade Aberta

SONAE SGPS, S.A. Lugar do Espido Via Norte Apartado 1011 4471-909 Maia Portugal www.sonae.pt Sociedade Aberta – Capital Social €2 000 000 000 | C.R.C. da Maia - Matrícula e Pessoa Coletiva nº 500 273 170

(Translation from the Portuguese original)

To the Chairman of the Board of the

Shareholders’ General Meeting

of Sonae - SGPS, SA

Lugar do Espido, Via Norte

4471-909 Maia

Item number 1

PROPOSAL

It is hereby proposed that the Annual Report, the Individual and the Consolidated Annual Accounts for

2014, including appendices thereto, are approved as presented.

Maia, 30th March 2015 On behalf of the Board of Directors,



To the Chairman of the Board of the Shareholders’

General Meeting of Sonae - SGPS, SA


4470 Maia

Item number 2

PROPOSAL Under the terms of the law and the Articles of Association, the Board of Directors proposes to the

Shareholders’ General Meeting that the 2014 Net Profit, of 959,024,034.34 euros, has the following

appropriation:

Legal Reserves………….……47,951,201.72 euros

Dividends…………………..73,000,000.00 euros

Free Reserves………………..838,072,832.62 euros

The Board of Directors accordingly proposes that a gross dividend of 0.0365 euros per share to be paid

to the shareholders, excluding of the total dividends of 73,000,000.00 euros, the amount of dividends

that would be attributable to the shares that, at the dividends distribution date, are held by the Company

or by any of its subsidiaries, which should be added to the Free Reserves.

Maia, 30th March 2015

On behalf of the Board of Directors,

EFANOR INVESTIMENTOS, SGPS, SA

S E D E : A V E N I D A D A B O A V I S T A 1 2 7 7 / 8 1 – 4 º • 4 1 0 0 - 1 3 P O R T O • P O R T U G A L

T E L . + 3 5 1 . 2 2 . 6 0 7 7 7 4 0 • F A X : + 3 5 1 . 2 2 . 6 0 7 7 7 5 0

C A P I T A L S O C I A L 2 5 0 . 0 0 0 . 0 0 0 €

M A T R I C U L A D A N A C R C D O P O R T O C O M O N º Ú N I C O D E M A T R Í C U L A E P E S S O A C O L E C T I V A 5 0 2 7 7 8 4 6 6


The Chairman of the Board

of the Shareholders’ General Meeting

of Sonae - SGPS, SA

Lugar do Espido, Via Norte,

4471-909 Maia

Item number 3

PROPOSAL

It is hereby proposed a vote by shareholders to express our appreciation for and confidence in the

work performed by the Board of Directors, the Statutory Audit Board and the Statutory External

Auditor of Sonae, SGPS, SA, during the year ended 31 December 2014.

Porto, 30th March 2015

On behalf of the Board of Directors



T E L . + 3 5 1 . 2 2 . 6 0 7 7 7 4 0 • F A X : + 3 5 1 . 2 2 . 6 0 7 7 7 5 0

C A P I T A L S O C I A L 2 5 0 . 0 0 0 . 0 0 0 €



To the Chairman of the Board of

the Shareholders’ General Meeting

of Sonae - SGPS, SA


4471-909 Maia

Item number 4

PROPOSAL

It is hereby proposed:

One – Elect to compose the Board of Shareholders’ General Meeting, the Board of Directors, the

Statutory Audit Board and the Shareholders’ Remuneration Committee for the four-year mandate

starting 2015 and ending 2018:

a) Board of the Shareholders’ General Meeting:

- Manuel Eugénio Pimentel Cavaleiro Brandão - Chairman

- Maria da Conceição Henriques Fernandes Cabaços – Secretary

b) Board of Directors:

- José Manuel Neves Adelino

- Duarte Paulo Teixeira de Azevedo

- Andrew Eustace Clavering Campbell

- Christine Cross

- Tsega Gebreyes

- Marcelo Faria de Lima

- Ângelo Gabriel Ribeirinho dos Santos Paupério

- Dag Johan Skattum



T E L . + 3 5 1 . 2 2 . 6 0 7 7 7 4 0 • F A X : + 3 5 1 . 2 2 . 6 0 7 7 7 5 0

C A P I T A L S O C I A L 2 5 0 . 0 0 0 . 0 0 0 €


c) Statutory Audit Board:

- Daniel Bessa Fernandes Coelho - Chairman

- Maria José Martins Lourenço da Fonseca - Effective Member

- Manuel Heleno Sismeiro – Effective Member

- Óscar José Alçada da Quinta- Substitute

d) Shareholders’ Remuneration Committee:

- Artur Eduardo Brochado dos Santos Silva - Chairman

- Francisco de La Fuente Sánchez

- Carlos António Rocha Moreira da Silva

Two- Fixate the guarantee of the elected members of the Board of Directors and of the Statutory

Audit Board in 250 000 euro (two hundred and fifty thousand euro), to be rendered by any of the

means permitted by law;

Three – Authorise the directors, whose positions hold are described in the curricula vitae hereto

attached, to also exercise positions in the companies in which the proposing company holds,

directly or indirectly an interest, without applying any restriction on their access to information

under the terms and for the effects of paragraph 4 of Article 398 of Portuguese Companies Act.

The information required by sub-paragraph (d) of paragraph 1 of Article 289 of Portuguese

Companies Act, is hereto attached.

Porto, 30th March 2015 On behalf of the Board of Directors,

BOARD OF THE SHAREHOLDERS’ GENERAL MEETING

April 2015

MANUEL EUGÉNIO PIMENTEL CAVALEIRO BRANDÃO

April 2015

MANUEL Eugénio Pimentel CAVALEIRO BRANDÃO

Born in Oporto, on the 6th of June of 1946.

Academic

Curriculum

-

Degree in law from the University of Coimbra;

- Attendance of the postgraduate Course in European Studies

(University of Coimbra).

Professional

Curriculum

-

Lawyer (admitted to the Bar Association in 1972).

Partner of “PLMJ – A.M. Pereira, Sáragga Leal, Oliveira Martins,

Júdice e Associados – Sociedade de Advogados, R.L.”.

Has carried on during the past 5 years, or still carries on, the following activities:

− In other companies:

- Chairman of the Shareholders’ General Meeting of “LEICA –

Aparelhos Ópticos de Precisão, S.A.” (since 2006);

- Chairman of the Shareholders’ General Meeting of “SENDA –

EQUIPAMENTOS EM AÇO INOXIDÁVEL, S.A.”;

- Chairman of the Shareholders’ General Meeting of “APFS –

ASSOCIAÇÃO PORTUGUESA DE FACILITY SERVICES, S.A.”;

- Vice-Chairman of the Shareholders’ General Meeting of

“BANCO BPI, S.A.” (since 2007).

- Member of the Board of “FUNDAÇÃO DE SERRALVES”.

− Member of the European Economic and Social Committee (1990-2011).

− Arbitration:

- Founding Member and Member of the “Portuguese Arbitration

Association”;

- Member of the Executive Committee of the Arbitration

Commission of the Portuguese Delegation of the ICC –

International Chamber of Commerce;

- Arbitrator appointed by the Portuguese Economic and Social

Council;

- Member of “LCI (London Court of International Arbitration)”

and of the “Club Español del Arbitraje”.

− Member of Labour Relations White Paper Commission (Comissão do Livro Branco das Relações

Laborais - CLBRL) – 2006-2007.

− Member of Oporto Council of the Bar Association (1984-1989) e of the General Council of the Bar

Association (1990-1992 e 2002-2004).

− Chairman (2006) and Vice-Chairman (2004 e 2005) of CCBE (Council of Bars and Law Societies of

Europe).

− Member of several national and international organisations of professional nature (UIA – Union

Internationale des Avocats; IBA – International Bar Association; Has carried on or still carries on

functions in social solidarity institutions (Board Member of the “Ordem da Trindade”, since

1981); of economical nature (Board of the Commercial Association of Oporto – 1992-2004); of

sportive nature (“Club de Golf de Miramar”, Portuguese Golf Federation and Golf Association of

the North of Portugal); of cultural nature (Board of the “FUNDAÇÃO DE SERRALVES”; Board of the

“Sociedade PORTO 2001”; Chairman of the General Board of “CULTURPORTO” until 2005).

Shares Held in Sonae Group Companies:

Does not hold any shares in companies of the Sonae Group

STATEMENT

I hereby declare, as required by law, that I – as a proposed member for the Board of Sonae – SGPS, S.A. Shareholders’ General Meeting - do not incur in any of the incompatibilities envisaged in number 1 of article 414-A of the Companies Act, nor I am involved in any circumstance capable of affecting my independence under the terms of number 5 of Article 414 of the Companies Act. I will immediately inform the company of any event that, in the course of the mandate, causes incompatibilities or loss of independence under the terms of the legal requirements. I inform that I hold 47,500 shares of Sonae – SGPS, SA. Porto, 23 february de 2015

(Manuel Eugénio Pimentel Cavaleiro Brandão)

MARIA DA CONCEIÇÃO HENRIQUES FERNANDES CABAÇOS

April 2015

MARIA DA CONCEIÇÃO Henriques Fernandes CABAÇOS

Born on the 16th of August of 1963.

Academic

Curriculum

-

Degree in Law from the Oporto Portuguese Catholic University;

- Postgraduate degree in Securities Law, University of Lisbon Law

School.

Professional

Curriculum

-

Lawyer (admitted to the Bar Association in 1988).

Partner of “PLMJ – A.M. Pereira, Sáragga Leal, Oliveira Martins, Júdice

e Associados – Sociedade de Advogados, R.L.”.

Has carried on during the past 5 years, or still carries on, the following activities:

− In other companies:

- Chairman of the Shareholders’ General Meeting of “FERREIRA

MARQUES & IRMÃO, S.A. - TOPÁZIO”;

- Secretary of the Shareholders’ General Meeting of “NANIUM S.A.”

(formerly “QIMONDA PORTUGAL S.A.”);

- Secretary of the Shareholders’ General Meeting of “SENDA –

EQUIPAMENTOS EM AÇO INOXIDÁVEL, S.A.”.



STATEMENT I hereby declare, as required by law, that I – as a proposed member for the Board of Sonae – SGPS, S.A. Shareholders’ General Meeting - do not incur in any of the incompatibilities envisaged in number 1 of article 414-A of the Companies Act, nor I am involved in any circumstance capable of affecting my independence under the terms of number 5 of Article 414 of the Companies Act. I will immediately inform the company of any event that, in the course of the mandate, causes incompatibilities or loss of independence under the terms of the legal requirements. I moreover hereby also inform that I am not the holder of any shares in Sonae, SGPS, S.A., nor in any other company in Sonae Group. Porto, 23 February de 2015

(Maria da Conceição Henriques Fernandes Cabaços)

BOARD OF DIRECTORS

April 2015

JOSÉ MANUEL NEVES ADELINO

April 2015

JOSÉ MANUEL NEVES ADELINO

Curriculum Vitae

Date of Birth:

19 of March of 1954

Education:

1976 Degree in Finance, Technical University of Lisbon

1981 DBA, Finance, Kent State University

Professional Experience:

1978-1981 Teaching Fellow, Kent State University

1981-1986 Member of the Directive Council, Faculty of Economics, Universidade Nova de

Lisboa

1981-2012 Professor, Faculty of Economics, Universidade Nova de Lisboa

1986-1989 Visiting Professor, Portuguese Catholic University

1987-1989 Visiting Professor, Bentley College

1988 Visiting Professor, ISEE

1990-1996 Dean, MBA Program and Executive Program, Faculty of Economics, Universidade

Nova de Lisboa

1992-1994 Member of the Board of Directors, BPA

1994-2002 Member of the Management Board of the Deposit Guarantee Fund

1999-2002 Dean, Faculty of Economics, Universidade Nova de Lisboa

1999-2004 Member of the Global Advisory Board of Sonae - SGPS, SA

2003-2006 Member of the Board, Chairman of the Audit Committee of EDP

2003-2006 Strategy Advisory Board of PT

2003-2007 Member of the Shareholders’ Remuneration Committee of Sonae - SGPS, SA

2003-2010 Member of the Investment Committee of Fundo Caravela

2008-2014 Member of the Statutory Audit Board at BPI

2010-2014 Member of the Board of Directors of Cimpor

2012-2014 Director of Finance and Investment - Fundation of Calouste Gulbenkian

Offices Held in other Companies

Member of the Board of Directors of Fundation of Calouste Gulbenkian

Academic Offices held:

Professor of Finance, Faculty of Economics, Universidade Nova de Lisboa (retired)

Visiting Professor, Bentley College



DUARTE PAULO TEIXEIRA DE AZEVEDO

April 2015

DUARTE PAULO TEIXEIRA DE AZEVEDO

CURRICULUM VITAE

PERSONAL DATA

PLACE OF BIRTH: Oporto DATE OF BIRTH: 31-12-1965

MARRIED TO: Nicole Katharina Gerkrath de Azevedo CHILDREN: 3

EDUCATION

Secondary Education - Malvern College UK

1986 Graduation in Chemical Engineering – École Polytechnique Féderále de Lausanne

1989 MBA – EGP-UPBS

Languages Fluent in Portuguese, English and French

Good understanding of German and Spanish

MOST RELEVANT EXPERIENCE

1988-1990 Sonae Tecnologias de Informação

� Analyst - New Investments � Project Manager New Investments

1990-1993 Sonae Indústria

� Project Manager – Organisational Development � Commercial Director of Portugal – New Business

1993-1996 Sonae Investimentos (Currently Sonae)

� Director of Strategic Planning and Control � Project Leader – Group restructutring

1996-1998 Modelo Continente Hipermercados

� Executive Board Director of Merchandising, IT and Marketing

1998-2000 Optimus (3rd Mobile Operator)

� CEO

1998-April 2007 Sonae – SGPS, SA

� Executive Board Director

2000-2007 Sonaecom (Telecommunications Media and Technology Group)

� CEO

2002-2007 PÚBLICO

� Chairman of the Supervisory Board

2003-2007 GLUNZ

� Chairman of the Supervisory Board

2004-2007 TAFISA

� Chairman of the Board of Directors 2007-2014 Sonaecom, SGPS, SA

� Chairman of the Board of Directors

2008-2014 MDS, SGPS, SA


2009-2013 Sonaegest - Sociedade Gestora de Fundos de Investimentos, SA


2010-2013 Sonaerp – Retail Properties, SA


Since May 2007 Sonae – SGPS, SA

� CEO

Since May 2007 Sonae Indústria, SGPS, SA

� Vice-Chairman of the Board of Directors

Since May 2007 Sonae Distribuição (currently Sonae Investimentos, SGPS, SA)


Since May 2007 Sonae Sierra, SGPS, SA


Since April 2010 Sonae MC – Modelo Continente, SGPS, SA


Since April 2010 Sonae – Specialized Retail , SGPS, SA � Chairman of the Board of Directors

Since May 2013 Sonae Center Serviços II, SA


EXECUTIVE EDUCATION - MOST RELEVANT PROGRAMMES

1994 Executive Retailing Program - Babson College

1996 Strategic Uses of Information Technology Program – Stanford Business School

2002 Breakthrough Program for Senior Executives – IMD - Lausanne

2008 Proteus Programme – London Business School

2012 Corporate Level Strategy – Havard Business School

OTHER ACTIVITIES

1989-1990 Executive Board Director of APGEI – Business/University Association of

Engineering and Management

2001-2002 President of Apritel – Association of Telecommunication Operators

2001-2008 Member of the Supervisory Board of EGP – UPBS

2003 Co-author of the book “Reformar Portugal”

2006-2013 Member of Board of Founders of Fundação Casa da Música

2008-2009 Member of Supervisory Board of AEP – Associação Empresarial de Portugal

Since 2008 Member of ERT – European Round Table of Industrialists

Since 2009 Member of Board of Trustees of AEP – Associação Empresarial de Portugal

Since 2009 President of Board of Trustees of Oporto University

Since 2013 Director of COTEC

Since 2013 Member of International Advisory Board da Allianz SE

INTERESTS AND LEISURE

Reading, Travelling, Music and Sports

OFFICES HELD IN OTHER COMPANIES

Chairman of the Board of Directors of Migracom, SGPS, SA

Member of the Board of Directors of Efanor Investimentos, SGPS, SA

Member of the Board of Directors of Imparfin, SGPS, SA


Sonae – SGPS, S.A.:

- 928.184 shares1

- 1.536.683 shares2

1 of which 530 shares are held by descendants under his charge

2 shares held, indirectly, through a controlled company

ANDREW EUSTACE CLAVERING CAMPBELL

April 2015

ANDREW EUSTACE CLAVERING CAMPBELL Curriculum Vitae

PERSONAL DETAILS

PLACE OF BIRTH: Muir of Ord, Scotland, UK

DATE OF BIRTH: 3 August 1950

QUALIFICATIONS

1969-1973 Edinburgh University - MA - Economics

1976-1978 Harvard Business School - MBA

PROFESSIONAL BACKGROUND

1978-1984 Mckinsey & Co, Consultant

1984-1987 London Business School

Since 1987 Director of Ashridge Strategic Management Centre Part of Ashridge Business School

Since 2014 Director of Campbell Associates Consulting Ltd


Does not hold any shares in Sonae Group companies

CHRISTINE CROSS

April 2015

CHRISTINE CROSS

Curriculum Vitae

PERSONAL DETAILS PLACE OF BIRTH: Yorkshire, United Kingdom DATE OF BIRTH: 13 June 1951 CIVIL STATUS: Married – no children QUALIFICATIONS

1973 BEd (Distinction), Food Science and Nutrition, Newcastle University 1983 MSc in Food Science (Distinction), University of Reading 1990 Diploma in Management Studies, OU PROFESSIONAL BACKGROUND EDINBURGH UNIVERSITY 1975-1978 Lecturer in Food and Nutrition

BATH SPA UNIVERSITY COLLEGE

1979-1985 Senior Lecturer 1985-1989 Principal Lecturer and Director of BSc (Hons) Programme

• Gained the validation for the BSc (Hons) programme • Moved the course from 7th to 2nd in the recruitment league

TESCO PLC 1989-1990 Head of Consumer Services

• Led the product assessment and nutritional labelling section of the then most aggressive retailer in the sector.

• Led the development of nutritional labelling on pack to complement the Company’s Healthy Eating strategy

• Began the principle of consumer involvement in sensory testing of products in order to raise the profile and image of the Tesco brand

1990-1994 Divisional Director, Technical Services

• Recruited to spearhead private label development as part of Tesco brand strategy

• Established physical, chemical and microbiological product testing in-house in order to challenge and develop supplier standards

• Developed Consumer Advisory Centres in order to benchmark products in the market place and build consumer trust and loyalty

• Built a private label product portfolio across food and non-food resulting in 60% participation and 10% margin enhancement

1994-1997 Trading Director

• Responsibility for a strategic programme to reinvigorate clothing which resulted in sales of £450m p.a. and the Company diversification into non-food retailing

• Led a retail clothing rollout programme across 250 stores resulting in 27% LFL sales and 37% profit growth

• Challenged the supplier strategy with resulting increases in both service levels and quality

• Developed the first alternative sales channel, a Baby Direct catalogue, in line with company strategy

• Initiated a Company wide cultural change programme developing a vision and values, and incorporated this into a set of international KPIs

1998 – 2002 World Non Food Buying Director

• Reported directly to the Main Board, responsible for a budget of £600m • Established and implemented a strategy for global sourcing across UK, Republic

of Ireland, Central Europe and Asia. • Demonstrated success through sourcing 20% goods centrally, £55m savings

achieved p.a. • Instituted a process of aggregating orders on core lines to achieve economies of

scale with saving of 3.7 margin points • Developed sourcing hubs in Hong Kong, Thailand, India, Czech Republic, South

Africa and Turkey to access the best value for money supply • Transformed the value chain to source ex factory reducing costs from 15.3% to

1.9% • Challenged branded suppliers by sourcing £80m p.a. parallel goods with savings

of £9m • Led international cross functional teams to deliver across 14 countries and

cultures • Headed the strategic review of buying and sourcing in current and proposed

partner organisations to take account of supply chain and systems issues 04/2002–06/2003 Group Business Development Director

• Reporting to the Deputy Chairman/International Director, responsible for European business expansion (and other designated areas) for the group

• Market assessments-Russia, Turkey, Greece, Denmark, Romania, Bulgaria,

Croatia, India • Designation of the appropriate entry vehicle – acquisition, JV, organic growth • Business plan, including partner development as appropriate • Valuation, transaction structures and due diligence working with investment

banks and legal advisers • Deal closure – successful acquisition of Hit, Poland and Kipa, Turkey • Business integration to achieve 15% year 3 CROI

OTHER POSITIONS HELD

• University of Ulster , Visiting Professor, Consumer Studies, 1997-2003 • George Wimpey, plc , NED, December 2002 - December 2005 • Sobeys Inc, Canada , NED, (Audit, Nominations and Remunerations Committee Member), 2003-

2011 • Fairmont Hotels Inc, Canada , NED, February 2005 - June 2006 • Next plc , NED, (Audit, Nominations and Remunerations Committee Member), January 2005 –

May 2005 • PwC Transaction Services , Retail Consultant, 2006-2007 • Warburg Pincus Private Equity , Retail Consultant, 2006-2014 • PWC, Chief Retail Advisor, 2010-2013

OFFICES HELD

• CHRISTINE CROSS LTD - Independent advisory Retail, since 2003

• Apax Private Equity , Retail Advisor, since June 2006 • Woolworths (Australia) plc , NED (PPC Chair), since January 2012 • Kathmandu (New Zealand) plc , NED, since December 2012 • Bramles (Australia) plc , NED, since January 2014 • Fenwick (UK) , NED, since October 2014



TSEGA GEBREYES

April 2015

TSEGA GEBREYES 35 Portman Square, London, W1H 6LR UK 6 Pont Road, Bryanston Johannesburg, SA

D.OB – 14 / 12 / 1969 Nationality: Ethiopian

Marital Status: Married Sex: Female

Experience 2007 SATYA CAPITAL JOHANNESBURG, LONDON: SA/UK

Present Founding Director, Managing Partner

Investment Group focused on private equity opportunities in Africa

• Established business with responsibility for full range of activities ranging from legal & office set-up to recruitment of other partners and Investment Professionals

• Defined investment strategy, recruited Board and sector advisors and Investors

• Raised $200 million seed funding and planning to raise additional $400-600 million 2000-2007 CELTEL INTERNATIONAL BV/ZAIN LONDON, UNITED KINGDOM 2007 Senior Group Advisor

Provided business development support and advice. Sat on various boards representing companies, including:

• Celtel Kenya Board Member, Chair, Audit Committee

• Celtel Ghana advisor

• Celtel Nigeria Board Member, Audit Committee 2005 Chief Strategy and Development officer Member of executive management team reporting to Board

• Continued previous responsibilities in addition to taking oversight for strategy and communications

• Completed a number of acquisitions and investments in mobile companies across Africa, including $1.2 billion in Nigeria; $ 100 million in Madagascar; $250 million in Kenya; $40 million in Tanzania

• Led M&A sale of Celtel to MTC which resulted in $3.4 billion to shareholders 2003 Chief Business Development and Mergers & Acquisitions Officer

Member of executive management team reporting to Board

• Participated in setting strategy and reviewing overall performance as a member of executive management team

• Served on Boards of subsidiary companies to support general corporate governance

• Responsible for identifying and acquiring businesses in new countries

• Responsible for identifying new lines of business and areas of new growth within existing countries

• Lead negotiations, analysis and relationship development to create entry into new area of expansion

2001 Director Mobile Commerce and New Product Development JOHANNESBURG, SOUTH AFRICA

• Developed mobile commerce business strategy and manage business operations and service deployment

• Deployed payment processing business with 30% enterprise value increase on organization

• Managed private equity placement efforts during 2000-1Q 2001

• Implemented first African mobile payment operation for Celtel

• Worked on design of global roll out plan for Pan-African expansion

1996-2000 NEW AFRICA OPPORTUNITY FUND, LLP JOHANNESBURG, SOUTH AFRICA (re-named ZEYPHER OPPORTUNITY FUND, LLP) Partner OPIC-backed private equity fund focused on making investments in SADC region in Africa

• Founding partner

• Responsible for identifying, analyzing and selecting investments within the Northern SADC countries

• Reviewed and selected investments in wide range of industries with primary focus on telecommunication, media, financial institutions, services and fast moving consumer goods sectors.

• Jointly marketed the Fund to investors to close $120 million fund from US investors; raised $40 million in equity to underpin the OPIC guarantee of $80 million.

• Established a regional office in Kenya to support activities

• Provided support to the various portfolio companies as a Board director and through managing fundraising activities, identifying strategic partners and recruiting talent.

1995-1996 MCKINSEY & COMPANY, INC. LONDON, UK Business Strategy Associate

• Member of team that explored diversification strategy for a major English food retail chain. Designed economic analysis of proposition and estimated market potential. Authored and presented findings to senior client managers.

• Evaluated product/market fit for major U.K. clothing retail chain. Performed market research, analysed store operations and identified drivers of success.

1990-1994 CITICORP SECURITIES, INC. NEW YORK, USA Capital Markets: Associate

Received special appointment to core team of six professionals who structured investment grade, tradable securities from a $1 billion fund of non-investment grade, airline industry related, financial assets.

• Co-designed and built extensive financial models to value each class of cash flow. Analysed alternatives and developed a method for measuring return volatility and correlation with other financial instruments. Persuaded rating agency to assign investment grade rating to a large portion of the fund.

• Jointly marketed non-investment grade portion of the fund to principal and hedge funds. Identified investor concerns, developed alternative solutions, selected best alternative and convinced investors and project team members of its merit.

• Researched, analysed and integrated legal, tax, accounting and investor restrictions across several country jurisdictions to develop an optimal fund structure. Jointly-persuaded senior management to underwrite $1B of assets.

• Executed due diligence and independently valued debt and equity instruments purchased for inclusion in the fund.

Corporate Finance and Restructuring: Associate

• Performed detailed analysis of private and public companies in the transportation industry including US, Canadian, Latin American, and African airline companies. Supervised financial modeling by new analysts.

• Identified risks and opportunities for strategic action and exposure management. Developed and presented alternatives to potential clients. Marketed investment banking services. Established and maintained client relationships.

• Led negotiation with senior managers of two client companies (US and Canadian) which filed for bankruptcy. Analysed legal and financial alternatives, convinced management of appropriate action plan. Established new financing terms, loan covenants, and credit agreement provisions. Managed bank syndicate group and other Asian creditors.

• Graduated first in associate class based on performance in a competitive, full-time, six month training program generally offered to MBAs. Subjects covered: advanced financial analysis, corporate finance theory and risk management tools.

Special Projects: Junior Transactor

• Executed corporate divestiture of client’s leasing subsidiary. Executed bank purchase of an aircraft portfolio. Provided due diligence, negotiation, structuring, documentation, and pricing support.

• Completed extensive analysis, developed and marketed accounting and tax driven financial products to Fortune 500s. Executed special tax driven financial products.

Education

1994-1996 HARVARD UNIVERSITY GRADUATE SCHOOL OF BUSINESS ADMINISTRATION BOSTON, USA

• Candidate for Master in Business Administration degree, June 1996.

• Project team leader for Volunteer Consulting Organization, client: National Foundation for Teaching Entrepreneurship. Elected section student Career Representative.

• Project team member for European Business Conference.

• Member of Finance Club and Venture Capital Club.

1986-1990 RHODES COLLEGE MEMPHIS, USA

• Awarded Dual-Degree.

• Received highest honors distinction for major in economics and cum laude for major in International Studies.

• Received Summa Cum Laude distinction for a senior thesis.

• Elected president of Economics Honor Society and member of International Studies Honor Society.

• Appointed Editor of Economics Journal and elected President of Investment Group, a student managed fund.

• Received Sophomore Woman of the Year award and the Ralph C. Hon Leadership award.

• Elected member of two leadership honor societies.

• Appointed member of college’s Board of Trustees.

• Elected Student Government class representative and appointed President of New York area Alumni Club.

Other Educated in Ethiopia, Switzerland and America. Traveled extensively across Africa, Western

Europe and North America. Worked summers in New York and Paris.

Languages Bilingual in Amharic and English. Proficient in French. Elementary Spanish



MARCELO FARIA DE LIMA

April 2015

Curriculum Vitae

Marcelo Faria de Lima Brasilian, married, economist, 53 years old

Av. das Nações Unidas, 12.551, 15º andar, Conjunto 1507 CEP 04578-000, São Paulo, SP, Brasil

Professional Experience

Since Artesia Gestão de Recursos, S.A., São Paulo, Brazil Feb/2003 Company authorised by CVM – Securities and Exchange Commission of Brazil for

the professional exercise of the Management of the Securities Investors Portfolio

Position held: Shareholder and Co-founder

Since Metalfrio Solutions S.A., São Paulo, Brazil Jan/2004 Public company, with shares negotiated in BM&FBovespa under the ticker

FRIO3, it is a Brazilian multinational company, and one of the world’s largest manufacturers of commercial refrigeration equipment Plug-In type, operating in Brazil, United States of America, Mexico, Denmark, Turkey, Russia, Ukraine, Indonesia and India, with annual income of over R$ 800 million.

Position held: Chairman of the Board of Directors

Since Produquímica Indústria e Comércio S.A., São Paulo, Brazil Jul/2007 Leadership company in the solutions production in micronutrient, for

agriculture and animal food, which also produces ingredients for the treatment of water for industrial processes, with annual income of over R$ 800 million.

Position held: Vice-Chairman of the Board of Directors Since Restoque Comércio e Confeções de Roupas, S.A., São Paulo, Brazil Jan/2008 Public company, with shares negotiated at BM&FBovespa under the ticker LLIS3,

it is one of the largest retail companies in the high pattern apparel and accessories sector, cosmetics and decoration articles, in Brazil, with annual income of over R$ 1.000 million.

Position held: Vice-Chairman of the Board of Directors

Since Klimasan Klima Sanayi ve Ticaret A.Ş. Izmir, Turkey Mar/2008 Public company, duly registered in Turkey’s Capital Markets Board, being its

shares negotiated at Istanbul Stock Exchange under the ticker KLMSN. Company controlled by Metalfrio Solutions S.A., Klimasan operates in the commercial refrigeration sector, Plug-In type.

Position held: Chairman of the Board of Directors Since C1 Financial Inc., Saint Petersburg, Florida, United States Dec/2009 Public company, duly registered in the Securities and Exchange Commission of

the United States, being its shares negotiated at NYSE under the ticker BNK.

Commercial Bank acting in Florida, United States, with total assets in an amount higher than US$ 1.500 million.

Position held: Member of the Board of Directors Since TRX Investimentos Imobiliários S.A., São Paulo, Brazil Nov/2013 Company that invests, develops, finances, and manages, owned or third

parties’, property assets, with assets under management with a total amount of approximately R$ 4.000 million.

Position held: Member of the Board of Directors.

2002 to 2005 Neovia Telecomunicações S.A., São Paulo, Brazil Wi-Fi Company/ WiMax at São Paulo State Position held: Member of the Board of Directors 2000 to 2003 EugênioWG, São Paulo, Brazil Advertising Agency Position held: Co-founder and CEO 2000 Areautil, São Paulo, Brazil Internet gateway for property business Position held: Co-founder and CEO 1998 to 2000 Donaldson, Lufkin & Jenrette, São Paulo, Brazil Investments Bank Position held: Manager 1996 to 1998 Banco Garantia, São Paulo, Brazil Investments Bank Position held: Vice-Chairman 1989 to 1996 ABN AMRO Bank, São Paulo, Brazil/ Chicago, United States Position held: Commercial Banker 1988 to 1989 Pontifical Catholic University of Rio de Janeiro, Rio de Janeiro, Brazil Position held: Professor Education 1981-1985 Pontifical Catholic University of Rio de Janeiro, Rio de Janeiro, Brazil

Degree in Economics



ÂNGELO GABRIEL RIBEIRINHO DOS SANTOS PAUPÉRIO

April 2015

ÂNGELO GABRIEL RIBEIRINHO DOS SANTOS PAUPÉRIO

Curriculum Vitae

PERSONAL DATA

BIRTH : 14/09/59

∗ ACADEMIC LEVEL: MBA (1988 - 1989) IN (PORTO BUSINESS SCHOOL)

∗ DEGREE IN CIVIL ENGINEERING (OPORTO UNIVERSITY - 1982)

PROFESSIONAL EXPERIENCE

Since 2007 Executive Vice-President of Sonae - SGPS, SA, CEO of the Board of Directors of

Sonaecom, SGPS, SA, (Chairman and CEO - Since May 2014), Director of Sonae Sierra,

SGPS, SA, Sonae Investimentos, SGPS, SA e MDS, SGPS, SA (Chairman of the Board of

Directors - Since October 2014)

2004/2009 Director of MDS - Corretor de Seguros, SA

2007/2013 Non-Executive Director of Cooper Gay (Holdings) Limited

1996/2007 Executive Vice President and CFO of Sonae – SGPS, SA, Executive Director of Sonae

Capital, SGPS, SA and Chairman of the Committee of Sonae – SGPS, SA

1996/2007 CFO of Sonae Distribuição, SGPS, SA (Currently Sonae Investimentos, SGPS, SA and

Director of, Modelo Continente, SGPS, SA and several of its affiliates (Retail)

1994/1996 Board Member of several Sonae Distribuição owned companies

1991/1994 Manager of Planning and Control Dept. of Sonae Investimentos – SGPS, SA (Currently

Sonae - SGPS, SA)

1989/1991 Responsible for Television Project of Sonae Tecnologias de Informação

1984/1989 Senior officer at EDP - Eletricidade de Portugal

1982/1984 Structure Projects Engineer at Tecnopor

OTHER ACTIVITIES

∗ Chairman of the Shareholders’ General Meeting APGEI – Portuguese Association of Management and Industrial Engineering since 1989

∗ Invited Professor of Business Policy in the Business School of Oporto University.


Chairman of Sonaecom - Sistemas de Informação, SA

Chairman of Sonaecom - Serviços Partilhados, SA

Chairman of Público - Comunicação Social, SA

Member of the Board of Directors of ZOPT, SGPS, SA

Non-Executive Director of NOS, SGPS, SA

Chairman of Sonaegest – Sociedade Gestora de Fundos de Investimentos, SA

Chaiman of Sonaerp - Retail Properties, SA

Chaiman of Sonae Financial Services, SA

Vice-Chaiman of Sonae - Specialized Retail, SGPS, SA

Vice-Chaiman of Sonae MC - Modelo Continente, SGPS, SA

Director of Sonae Center Serviços II, SA

Director of Sonae Investments BV

Director of Sontel BV

Chairman of MDS AUTO, Mediação de Seguros, SA

Chairman of Sonae RE, SA

Member of the Board of Directors of Love Letters - Galeria de Arte, SA

Sole Director of Enxomil - SGPS, SA

Sole Director of Enxomil - Sociedade Imobiliária, SA

Sole Director of STTR – Construção e Imóveis, SA

Board of Directors of APGEI (Portuguese Association of Engineering and Management)

Board of Governors of Universidade Católica Portuguesa

Board of Governors of Porto Business School


Sonae – SGPS, S.A.:

770, 426 shares1

500,000 shares2

1 of which, 125, 000 are held by spouse

2 shares held, indirectly, through a controlled company

DAG JOHAN SKATTUM

April 2015

Dag J. Skattum 38 Upper Addison Gardens

London W14 8AJ

Qualifications

1980 Gjovik, Norway, High School, Science

1984 Allegheny College, Meadville, PA (USA), Bachelor of Arts

1986 Simon School of Business, University of Rochester, Rochester, NY (USA), MBA

Work Experience

J.P. Morgan

1986-2007 Advised in London and NY, clients on some of the firm's highest profile and most

complex transactions;

January 2015-Present Vice-Chairman;

Co-head global Mergers and acquisitions;

Chairman of a newly formed global strategic advisory group;

Responsible for helping develop the firm’s activities in Africa.

2007-2013 TPG

Partner London office;

Responsible for sourcing and executing transactions;

Expertise in general strategic advice, valuation and financing work.

2013-Present Abingdon Square Partners LLC

Consulting business primarily focused on strategic advice around

Africa/emerging markets.

2013-Present One Thousand & One Voices

Managing Director

A family-backed investment firm focused on Sub-Saharan African Investments.

Responsible for designing valuation models, investment committee processes

and adopting best practices around corporate fiancé, valuation and financing

matters.

Other Positions Held:

Myeloma Institute, Little Rock, Arkansas

- Helped constitute board;

- Vice Chairman of the board;

- Co-chaired CEO succession committee of the board;

- Trusted advisor to prior and current director of cancer institute (on going).

Allegheny College

- Trusted advisor to prior and current President of the college;

- Co-chair capital campaign;

- Vice Chairman of the Board (on going).

Right to Play

- Board member global board (Toronto, Canada HQ);

- Member of the board f Directors of UK;

- Chair HR committee;

- Chair of CEO succession committee;

- Trusted advisor to CEO and Founder (on going).

Nabors Industries

- Board member recruited for expertise in corporate finance and strategy (on going).

Shares Held in Sonae Group Companies: Does not hold any shares in companies of the Sonae Group

STATUTORY AUDIT BOARD

April 2015

DANIEL BESSA FERNANDES COELHO

April 2015

DANIEL BESSA FERNANDES COELHO

Curriculum Vitae

PERSONAL DATA

DATE OF BIRTH: 6 May 1948

MARRIED

EDUCATION

1970 Degree in Economics – University of Oporto

1986 Phd in Economics – Lisbon Technical University

PROFESSIONAL ACTIVITIES

1970- 2009 Docente na Universidade do Porto

1970-1999 Faculty of Economics

1988-2000 ISEE (Institute for Entrepreneurship Studies)

1989-2002 Faculty of Engineering

2000-2008 EGP – Oporto Management School

2008-2009 EGP – University of Porto Business School

2009 Faculty of Economics

1978-1979 Dean of the Faculty of Economics of the University of Oporto 1983-2012 Economists - Liberal professional 1990-1995 Vice-Dean for the Financial Management Guidance of the University of Oporto 1995-1996 Economics Minister of the Portuguese Government

1996-2006 Non-Executive Director of CELBI – Celulose Beira Industrial

1997-1999 Non-Executive Director of INPARSA – Indústrias e Participações, SGPS, SA

1997-2008 Executive Director of Finibanco, SA

1997-2007 Chairman of the Statutory Audit Board of SPGM – Investment Company

1999-2002 Chairman of the Board of the Shareholder’s General Meeting of APDL –Management of Douro and Leixões Ports

2000-2012 Chairman of the Advisory Board of IGFCSS – Portuguese Institute for Welfare Funds Management

2001-2003 Advisory member of the Consulting council of Electric and Telephone Conducters Industries F. Cunha Barros, SA

2001-2011 Director of Finibanco Holding, SGPS, SA

2003-2013 Member of the Board of Directors of Bial Foundation

2007-2010 Member of the Advisory Board of Microprocessador, SA

2007-2011 Member of the Board of Directors of the Agency for Investment and External Commerce of Portugal - AICEP, E.P.E.

2008-2014 Member of the Investment Committee Member of PVCI – Portuguese Venture Capital Initiative, entity created by FEI – European Investment Fund

2009-2014 Managing Director of COTEC Portugal, Association for Innovation

2011-2012 Member of the Supervisory Board of Banco Comercial Português, SA


Chairman of Statutory Audit Board of Galp Energia, SGPS, SA

Chairman of the Advisory Board of Bial - Portela e Companhia, SA


STATEMENT I hereby declare, as required by law, that I, as a proposed member for the Statutory Audit Board of Sonae – SGPS, S.A., do not incur in any of the incompatibilities envisaged in number 1 of article 414-A of the Company Law, nor I am involved in any circunstance capable of affecting my independence under the terms of number 5 of Article 414 of the Company Law. I will immediately inform the company of any event that, in the course of the mandate, causes incompatibilities or loss of independence under the terms of the legal requirements. I inform that I will not any shares of Sonae – SGPS, SA or the other company with a group relationship. Porto, 18 March de 2015

(Daniel Bessa Fernandes Coelho)

MARIA JOSÉ MARTINS LOURENÇO DA FONSECA

April 2015

CURRICULUM VITAE

PERSONAL DATA

Name: Maria José Martins Lourenço da Fonseca

Birth Date: 4th September 1957

Nacionality: Portuguese

Adress: Rua Manuel Bandeira, nº 147, Hab. 62, 4150 – 479 PORTO

EDUCATION

2009/… PhD candidate in the Business Science PhD Program at Faculty of Economics of University of Porto, with specialization in Accounting and Management Control. Dissertation with the theme: “Carbon Financial Accounting: Evaluating the “Disciplinarian effect” of standards and markets on disclosure practices of EU-15 listed firms”, submitted at September 2014. Orientation: Doctor Patrícia Teixeira Lopes.

2002 Master in Business Science at Faculty of Economics of University of Porto, with specialization in Accounting and Management Control.

Dissertation with the theme “Enquadramento Contabilístico de elementos intangíveis de natureza ativa”.

Orientation: Doctor José Rodrigues Jesus.

1992 Participation in Young Managers Programme at INSEAD – European Institute

of Business Administration, Fontainebleau.

1987 Post graduate Program in European Studies at European Studies Center,

Catholic University of Portugal – Oporto.

1984 Degree in Economics at Faculty of Economics of University of Porto, having

received the award Doutor António José Sarmento attributed to the best

student in Accounting Theory.

MAIN ACTIVITY

Professor at School of Economics and Management, Catholic University of Portugal – Oporto (CRP)

PROFESSIONAL EXPERIENCE

1996/… Professor at School of Economics and Management, Catholic University of

Portugal – CRP, in Accounting area.

Currently, teaches the “Financial Accounting” subject, in the degrees of Economics and Management, and is responsible for the subject “International Accounting”, in the Auditing and Taxation Master Program. Exercises teaching activity at Catolica Porto Business School, in the Accounting area. Responsible for the “Financial Accounting” subject in multiple post-graduation Programs and advance training programs (GP in Management for lawyers, GP in Health Care Units Management, GP in Organization and Event Management, Executive Master Business Information, General Degree in Management), at EGE – Atlantic Business School (Business Management School founded by Catholic University of Portugal – CRP, by Universidade de Aveiro and by the Portuguese Entrepreneurial Association).

2008/… Exercise of consulting activity through the Research Centre in Management

Applied Economics (CEGEA) at Catholic University of Portugal – CRP.

2015 Member of the Selection Board for the Oral Tests for External Auditor (ROC)

2008/09 Cooperation with the Portuguese Institute of Statutory Auditors, in the field of

professional formation, having ministered, during this period, continuous

formation about the International Finance Reporting Standards (New

Standards from IASB and Change of the Previous ones – Annual Improvements

to IFRSs).

2002/08 Cooperation with the Certified Public Accountant Association (OTOC), in the

field of professional formation, having ministered, during this period, multiple

formation actions in Accounting (SNC – Projeto: O Novo Normativo

Contabilístio Nacional – Enquadramento e 1º Aplicação das NCRF, 2008;

Contabilidade Orçamental, 2006; Demonstrações dos Fluxos de Caixa, 2005;

Elaboração das Demonstrações Financeiras, 2004; NIC 37 – Provisões, Passivos

e Ativos Contingentes, 2004; A Contabilização de Existências, 2004;

Constituição, Dissolução, Liquidação e Transformação de Sociedades, 2004;

Impostos Diferidos, 2003; Análise das Demonstrações Financeiras, 2002; Oas

Aspetos Contabilísticos e Fiscais do Imobilizado, 2002).

1996/2006 Cooperation with the Portuguese Institute of Statutory Auditors, as trainer for

the External Auditor Preparatory Course.

1991/99 Assistant Professor at Faculty of Economics of University of Porto, having

lectured multiple subjects in the Accounting area.

1985/96 Enter in BPI – Banco Português de Investimentos, S.A., as Technician in

Economic Studies and Planing Consultant (1985/90) having subsequently

exercised the role of Senior Analyst in Banca de Empresas field (1990/92) and

being vice-manager in Banca de Empresas field (1992/96).

1984/85 Assistant Professor at Faculty of Economics of University of Porto, having

lectured the Microeconomic subject.

STUDIES

“Caracterização dos principais grupos económicos de comunicação social”, study performed for the Research Centre in Management Applied Economics (CEGEA) at Catholic University of Portugal - CRP, with Alberto Castro and Filipe Silva, 2014. “Caracterização dos principais grupos económicos de comunicação social”, study performed for the Research Centre in Management Applied Economics (CEGEA) at Catholic University of Portugal - CRP, with AlbertoCastro and Ana Isabel Lourenço, 2013. “Caracterização genérica do mercado publicitário em Portugal”, study performed for ERC - Entidade Reguladora para a Comunicação Social, with Alberto Castro and Ana Isabel Lourenço, 2009. “Caracterização dos principais grupos económicos de comunicação social” – multiple studies performed for ERC - Entidade Reguladora para a Comunicação Social, with Alberto Castro and Ana Isabel Lourenço, 2008, 2009, 2010, 2011, 2012. JOURNALS PUBLICATIONS “Produção científica em Contabilidade Financeira: o caso português no período 2001-2009”, Contabilidade e Gestão (Portuguese Journal of Management and Accounting), November 2011, n.11, pages. 9-42, with Maria Teresa Bianchi and José António Moreira. COMMUNICATIONS IN COFERENCES “Carbon Financial Accounting: Evaluating the convergence of practices among EU-15 listed firms” – study presented at 2013 International Conference for Critical Accounting (ICCA), with Patrícia Teixeira Lopes. New York, April 2013. “Fair value or cost-based measurement for PPE and IP: Evidence from accounting practice under IFRS”, study presented at the XXX Annual Congress of the European Accounting Association. Lisbon, April 2007. “Contabilização de derivados ao justo valor: o caso particular dos swaps de divisas”, study presented at the X Annual Congress da Associación Española de Contabilidad y Administración de Empresas, with Luísa Anacoreta Correia. Zaragoza, September 1999. PARTICIPATION IN CONFERENCES Participation, as a discussant, at the XIV GRUDIS Conference GRUDIS organised by the School of Economics and Management of University of Minho and by the Portuguese Network of Accounting Research (Grudis). Braga, January 2015. Member of the Scientific Commission of the XIII International Congress of Costs organised by the International Institute of Costs and by the Public Certified Accountant Association. Oporto, April 2013.

Participation as a discussant, at the X GRUDIS Seminar organised by Faculty of Economics of University of Porto and by the Portuguese Network of Accounting Research (Grudis). Oporto, January 2011. PARTICIPATION IN ACADEMIC SELECTION BOARDS Examiner of the Master Degree exams of Mariana Ferreira Mourão Alves da Silva, with the dissertation theme “O Relatório Integrado”, School of Economics and Management of the Catholic University of Portugal – CRP, March 2015.



(Maria José Martins Lourenço da Fonseca)

MANUEL HELENO SISMEIRO

April 2015

Curriculum Vitae Name: Manuel Heleno Sismeiro Birth Date: 5 January 1945 Birth Place: Colmeias, Leiria Education: Graduation in Finance, ISCEF, Lisbon, 1971 Accountant, ICL, Lisbon, 1964 Professional Degree: Statutory Auditor, nr. 202, since 1974 Professional Curriculum: Current functions: Chairman of the Fiscal Board of Sonae Indústria, SGPS, S.A.

Chairman of the Fiscal Board of Sonae Capital, SGPS, S.A.

Chairman of the Fiscal Board of OCP Portugal – Produtos Farmacêuticos, S.A.

Chairman of the Shareholder’s General Meeting Segafredo Zanetti (Portugal) – Comercialização e Distribuição de Café, S.A.

Ano 2014: Chairman of the Fiscal Board of Sonae Investimentos, SGPS, S.A. July 2008: Consultant, namely or internal audit and internal control. 1980-2006: Partner of Coopers & Lybrand and of Bernardes, Sismeiro & Associados,

since 1998 PricewaterhouseCoopers – auditors and statutory auditors.

Responsible for the audit and statutory audit in several industries. More

important companies: Sonae (group); Amorim (group); Unicer (group);

Sogrape (group); Barros (group); TMG (group); Lactogal (group); Aveleda

(group); RAR (group); Cires; Ford; REN.

Responsible for the management of the Oporto office of the mentioned

companies - 1982 at 2008.

Manager of the Audit department in the period 1998-2002 and

member of the management board of PricewaterhouseCoopers, in the

same period.

1977-1980: CTT – Correios e Telecomunicações de Portugal: Chefe de Divisão da Gestão

e Controle de Armazéns. Responsible for the Warehouse Management and

Control division. Responsible for stock management of central warehouses

and of a project aimed at implementing a computer tool for stock

management and control.

1975-1977: Banco Borges & Irmão: performed functions at the Economic Studies

Department and at the Control Department of associated companies.

1974-1975: Arthur Young & Co: already qualified and registered as Statutory Auditor and

audit assistant.

1971-1974: Ministry of Navy: compulsory military service at the Provisioning Service

Division. Responsible for the stock control division for the whole of the

Navy, including provisioning of the military forces in ex-colonies.

1970-1971: Banc of Agriculture: performed functions at the Organization and Methods

division.

Teaching Activities: 1971-1981: Instituto Superior de Economia, Lisboa: assistant of Mathematics,

Statistics, Econometry and Operational Investigation.

1974-1976: University Catholic of Lisbon: assistant (first year) and regent (second year)

of Accountancy in the Business Administration course.

1965-1966: Industrial and Commercial School of Leiria: Accounting and Commercial

Calculus teacher in the general Commerce course.


(Manuel Heleno Sismeiro)

ÓSCAR JOSÉ ALÇADA DA QUINTA

April 2015

Óscar José Alçada da Quinta

Place of Bird: Barcelos (Barcelos) – Portugal

Date of Birth: 01/12/1957

Civil Status: Married

Adress: Rua Pêro Escobar, 225, 4450-771 Leça da Palmeira

Education

- Graduation in Economics - University of Porto (Portugal)

Professional Activities 1982-1986:

- Administrative and Finance positions held in the textile, building and office equipment

companies.

Since 1986:

- External services provided to Statutory Auditors

Since 1990:

- Registered at the Statutory Auditors Institute, developing his Professional activity

exclusively as a Statutory External Auditor, first individually and, later as partner of

Óscar Quinta, Canedo da Mota & Pires Fernandes, SROC.

Offices held in other companies:

• BA GLASS I - Serviços de Gestão e Investimentos, SA (Member of the Statutory Audit

Board)

• Caetano-Baviera - Comércio de Automóveis, SA (Member of the Statutory Audit Board)

• Óscar Quinta, Canedo da Mota & Pires Fernandes, SROC (Member of the Board of

Directors)

• SONAE INDÚSTRIA, SGPS, SA (Member substitute of the Statutory Audit Board)

• SONAECOM, SGPS, SA (Member of the Statutory Audit Board)

STATEMENT I hereby declare, as required by law, that I, as a proposed member for the Statutory Audit Board of Sonae – SGPS, S.A., do not incur in any of the incompatibilities envisaged in number 1 of article 414-A of the Company Law, nor I am involved in any circunstance capable of affecting my independence under the terms of number 5 of Article 414 of the Company Law. I will immediately inform the company of any event that, in the course of the mandate, causes incompatibilities or loss of independence under the terms of the legal requirements. I inform that I will not any shares of Sonae – SGPS, SA. Porto, 13 March de 2015

(Óscar José Alçada da Quinta)

SHAREHOLDERS’ REMUNERATION COMMITTEE

April 2015

ARTUR EDUARDO BROCHADO DOS SANTOS SILVA

April 2015

CURRICULUM VITAE

1. - PERSONAL DATA

Name Artur Eduardo Brochado dos Santos Silva

Date of Birth 22nd of May 1941

2. - ACADEMIC BACKGROUND

1963 Degree in Law, University of Coimbra (final grade 17/20)

1985 Stanford Executive Program, Stanford University

3. - PROFESSIONAL EXPERIENCE

Oct. 2004 / … Chairman of BPI

2012 / ... Chairman of the Board of Directors of Calouste Gulbenkian

Foundation

2012 / … Chairman of the Board of Directors of Partex Oil & Gaz Corporation (holding owned by Calouste Gulbenkian Foundation)

1981 / 2004 2004 /2013

Chairman and CEO of SPI and, since 1985, of BPI Member of the Board of Directors of Jerónimo Martins, SGPS, SA

2005 / 2013 Member of the Board of Directors of Sindecom, SGPS, SA

1977 / 1978 Deputy Governor of Banco de Portugal 1975 / 1976 Secretary of State of the Treasury 1968 / 1975 Senior Manager of Banco Português do Atlântico

4. - OTHER ACTIVITIES

2008/ 2010 Chairman of “Comissão Nacional para as Comemorações do

Centenário da República“

2005 / 2011 Member of the Conselho Nacional do Mercado de Valores Mobiliários

2005 / 2011 Member of the Advisory Board for the Tecnologic Plan 2009 / 2012 Chairman of Supervisory Board of University of Coimbra 2008 / 2012 Member of the Supervisory Board of EGP-UPBS (Escola de

Gestão do Porto-University of Porto Business School) 1995 / 2012 Member of the Advisory Board of Fundação Gomes Teixeira

(Catholic University) 1985 / 2012 Member of Supervisory Board of Faculdade de Economia,

Universidade Nova de Lisboa 2010 / 2012 Chairman of the General Assembly of Liga Portuguesa Contra o

Cancro 2006 / 2012 Chairman of the Board of Founders of Casa da Música 2006 / 2012 President of Auditing Board of SEDES (Deputy Chairman from

1992 to 2006) 2003 / 2012 Chairman of Auditing Board of Fundação Júlio Resende - Lugar

do Desenho 1998 / 2012 Member of the Auditing Board of Bial Foundation 1994 / 2012 Chairman of General Assembly of Centro Social da Foz 1991 / 2012 President of the Auditing Board of Mário Soares

Foundation 1987 / 2012 President of Auditing Board of Portuguese Entrepreneurial

Foundation 2006 / 2009 President of Board of Directors of COTEC PORTUGAL –

Associação Empresarial para a Inovação (2003/2006 – Member of the Board)

2004 / 2009 Member of the Supervisory Board of Universidade Católica Portuguesa

2004 / 2007 Chairman of Supervisory Board of Instituto Português de Corporate Governance

2001 / 2009 Member of International Supervisory Board of Banco Itaú 2001 / 2003 Member of the Senate of University of Oporto 1999 / - Jan. to Nov.

1996 / 1998 Chairman of Porto 2001 – European Capital of Culture Member of Board of Directors of Fundação de Serralves

5. - TEACHING ACTIVITIES

1980 / 1982 Guest Professor of “Public Finance”, Coimbra University, School of Law

1979 / 1985 Guest Professor of “Money and Credit”, Catholic Portuguese, School of Law in Oporto

1963 / 1967 Assistant professor of “Public Finance” and “Economics”, Coimbra University, School of Law

6. - CONDECORATIONS AND OTHER DISTINTIONS

2010 Doutor Honoris Causa by University of Oporto (School of Arts) 2008 “Grade de Chevalier de l’Ordre de la Légion d’Honneur “

(France) 2004 “Grande Cruz da Ordem do Infante D. Henrique“

“Medalha de Honra, Grau de Ouro”, granted by Câmara Municipal do Porto

1998 “Orden de Mérito Civil“ (Spain) 1991 “Ordem de Mérito Civil“ (Portugal) 1986 “Ordre National du Mérite“ (France)

7. - AWARDS DURING LAW DEGREE

“Infante D. Henrique“ Granted by TAP to best final mark in Law Degree at Coimbra University, in 1963

“Prof. Beleza dos Santos“ Granted by SACOR to best mark in Criminal Law at Coimbra University in 1963


FRANCISCO DE LA FUENTE SÁNCHEZ

April 2015

Francisco de La Fuente Sánchez

Age: 73

Nationality: Portuguese

Education: � Graduation in Electro technical Engineering – Instituto Superior Técnico (1965)

Positions held in Other

Companies:

� Chairman of the Shareholder’s General Meeting of Iberwind – Desenvolvimento e Projectos, S.A.

� Chairman of the Shareholder’s General Meeting of APEDS – Associação Portuguesa de Engenheiros para o Desenvolvimento Social

� Chairman of the Managing Council da AAAIST – Associação de Antigos Alunos do Instituto Superior Técnico

� Co-opted Member of Conselho da Escola do Instituto Superior Técnico � Honorary Member of Hidroeléctrica del Cantábrico, S.A. � Member of the Curators of Luso-Brasileira � Member of Fórum Ibero América � Member of the Curators Council of Luso-Espanhola Foundation � Member of Patronato of Hidroeléctrica del Cantábrico Foundation � Member of Remuneration Committee of Sonaecom, SGPS, SA � Non Executive Director of Sonae Capital, SGPS,

Main Professional

activities in the last five

years:

� 2000-2010 – Non Executive Director of Portugal-Africa Foundation � 2004-2010 - Member of Consulting Council of Instituto Português de Corporate

Governance � 2005-2009 - President of EDP Foundation � 2005-2012 - Member of Consulting Council of Fórum para a Competitividade � 2006-2009 - Member of the Supervisory Board of Millennium BCP – Banco Comercial

Português � 2007-2009 – Chairman of the Governance Committee of Millennium BCP’s General

and Supervisory Board � 2007-2012 - Chairman and Non-Executive Vice President of the Board of Directors of

EFACEC Capital � 2007-2012 - Chairman of the National Council of the Electro technical Engineering

Board of the Engineers Institute � 2007-2012 - Invited Member of Conselho Nacional da Água � 2007-2013 - Chairman of the General Council of PROFORUM � Since 2002 - Member of the Curators Council of the Luso-Spanish Foundation � Since 2003 - Member of the Ibero American Forum � Since 2004 - Member of the Curators Council of the Luso-Brazilian Foundation � Since 2005 - Member of Patronage of Fundação Hidroeléctrica del Cantábrico � Since 2009 - Co-option member of Instituto Superior Técnico School Council


CARLOS ANTÓNIO ROCHA MOREIRA DA SILVA

April 2015

CURRICULUM VITAE

Name Carlos António Rocha Moreira da Silva Date of Birth 52.09.12 Nationality Portuguese Civil Status Married, three children Languages English, Portuguese, Spanish Qualifications Graduated in Mechanical Engineering, University of Porto in 1975 MSc in Management Sci. and Operational Research, University of Warwick - UK in 1978 PhD in Management Sciences, University of Warwick - UK in 1982 Experience Current Positions Chairman of BA Glass Vice-President of Sonae Indústria, SGPS, S.A. Member of the Board of Banco BPI Member of the Board of Cotec Portugal 2010 – 2014 Chairman of La Seda de Barcelona 2009 – 2012 Member of the Supervisory Board of Jeronimo Martins Dystrybucja 2005 – 2012 Member of the Advisory Board da 3i Spain May 2003 - Apr. 2005 CEO of Sonae Indústria, SGPS, S.A. Sep.1998 - Jan. 2000 Chairman of Público - Comunicação Social, S.A. Jun. 1998 - Dez. 1998 Chairman of TVI - Televisão Independente, S.A. Jan. 1997 - Sep. 1998 CEO of Sonae Retalho Especializado, SGPS, S.A. Jan. 1993 - Dec. 1996 CEO of Sonae Indústria, SGPS, S.A. and of Tafisa - Tableros de Fibras, S.A. Sep. 1988 - Dez. 1993 CEO of Sonae Tecnologias de Informação, S.A. Mar. 1987 - Aug. 1988 EDP - Electricidade de Portugal Executive Board member Nov. 1982 - Mar. 1987 Universidade do Porto Associate Professor Industrial Management Consultant

Oct. 1975 - Nov. 1982 Universidade do Porto Lecturer and Senior Lecturer

Shares Held in Sonae Group Companies: Sonae – SGPS, SA – 22,000 shares

SONAE SGPS, S.A. Lugar do Espido Via Norte Apartado 1011 4471-909 Maia Portugal www.sonae.pt Sociedade Aberta – Capital Social €2 000 000 000 | C.R.C. da Maia, Matrícula e Pessoa Coletiva nº 500 273 170


Shareholders’ General Meeting of Sonae -

SGPS, SA


4471-909 Maia Item number 5

PROPOSAL

According with the established under article 420º, paragraph 2, subparagraph b) of the Portuguese Companies

Act, the Statutory Audit Board is responsible for the proposal, to the Board of Directors, of the nomination of

the Statutory External Auditor of the company.

During 2014, and regarding the occurred during the mandate, the Statutory Audit Board supervised, closely

and continuously, the activity developed by the Statutory External Auditor, having considered suitable and

accurate the working plan developed, as well as the conditions, information and support provided by the

company for the exercise of its supervisory and internal audit assignments, having, likewise, ascertained and

confirmed the existence and maintenance, during the period, of the independency of the Statutory External

Auditor.

The Statutory Audit Board, analysed and approved the services provided, including the additional services,

apart from those of reviewing and auditing, and, generally, the remuneration received for the provision of all

the services.

The Statutory Audit Board, during all the period, analysed, discussed and approved the conclusions of the

work developed by the Statutory External Auditor, seeing them as objective and upstanding, having been the

main addressee of its reports, which content was in person discussed and enlightened, to its entire extension.

Aiming at the exercise of its responsibility towards the proposal for the nomination of the Statutory External

Auditor to the Shareholders’ General Meeting, the Statutory Audid Board performed a detailed analysis, having

concluded that the competence, reputation, and experience of the actual Statutory External Auditor, and the

independency with which it has been exercising its attributions, support the option of its continuation, seeing

that continuation in office does not affect its independency, nor does it generate costs of replacement arising

from the loss of its historical record of knowledge and from its importance for the efficiency of the audit and

review, as long as the independence and impartiality of action is assured, as it is the case.

Additionally, the representing partner of the Statutory External Auditor Company in exercising, took up his

assignment in the year of 2011, under a policy of rotation, which becomes effective according with the best

practices of compliance, assumed by this Statutory Audit Board, namely the implementation of the

Recommendation IV.3 of the Portuguese Securities Commission (CMVM) Corporate Governance Code.

In preparing this proposal, the Statutory Internal Auditor considered the publication of the EU Regulation nr

537/2014, which determines a limit of 10 ten years regarding the duration of the Statutory External Auditor

mandate, having the Member States the possibility to reduce such period, and additionally establishes a

transitorily regime that, in the Company’s case, makes the rotation of the External Auditor mandatory, only, in

the year of 2023.

Considering all the factors in equation, it was unanimously deliberated by the Statutory Audit Board, to

propose to the Board of Directors the reelection, towards a new mandate, of the current Statutory External

Auditor, being the Statutory Audit Board convinced that its permanence exercising its attributions does not

eliminate or condition the idoneity and independency with which it has been exercising them.

In these terms, it is hereby proposed the deliberation of the election, as Statutory External Auditor, of the

company for the mandate that corresponds to the four-year period starting 2015 and ending 2018:

- Deloitte & Associados, SROC, represented by António Marques Dias or Jorge Manuel Araújo de

Beja Neves.

The information required by article 289º, number 1, subparagraph d) of the Portuguese Companies Act is

hetero attached.


On behalf of the Statutory Audit Board,

STATUTORY EXTERNAL AUDITOR

April 2015

(Translation of a letter originally issued in Portuguese) Sonae – Sociedade Gestora de Participações Sociais, S.A. Lugar de Espido Via Norte - Apartado 1011 4471-909 Maia February 20, 2015 Dear Sirs, For the purpose of article 289º, paragraph 1, subparagraph d) of Commercial Companies Code (“Código das Sociedades Comerciais”) we hereby declare that this entity, their partners and members of the Board of Directors do not own shares of Sonae – Sociedade Gestora de Participações Sociais, S.A. or any of its dominated or group companies. Additionally, we declare that this statutory audit firm (“Sociedade de Revisores Oficiais de Contas”), during the past five years, and in accordance with articles 262º and 413º of the above mentioned code, has been nominated statutory auditor of a large number of companies which listing would be extremely exhaustive. In compliance with Decree-Law 487/99 dated November 16, 1999, this list was provided to the Portuguese Institute of Statutory Auditors (“Ordem dos Revisores Oficiais de Contas”). We attach to this letter the curricula of our partners António Marques Dias and Jorge Manuel Araújo de Beja Neves, as representatives of this entity. Yours faithfully Deloitte & Associados, SROC S.A. Representada por Jorge Manuel Araújo de Beja Neves

ANTÓNIO MARQUES DIAS

April 2015

António Marques Dias Praça Duque de Saldanha, nº 1 – 6º

1050-094 Lisboa

António Marques Dias, married, born at Mação, on April 25th, 1955. Graduation in Economics by Instituto Superior de Economia (1978). For over five years has been developing his professional activity exclusively as a Statutory External Auditor, as partner and Board Member of Deloitte & Associados, SROC, S.A., being registered, since January 1986, at the Portuguese Institute of Statutory Auditors with number 562. Member of the Board of Directors and Chairman of the Quality Control Commission of the Portuguese Institute of Statutory Auditors since January 2006. Lisbon, 20 February 2015

JORGE MANUEL ARAÚJO DE BEJA NEVES

April 2015

Jorge Manuel Araújo de Beja Neves Bom Sucesso Trade Center

Praça do Bom Sucesso, nº 61 – 13º 4150-146 Porto

Jorge Manuel Araújo de Beja Neves, married, born in Lisbon on April 28th, 1960. Graduation in Business Management, Instituto Superior de Ciências do Trabalho e Empresa (1983). For over five years has been developing his professional activity exclusively as a Statutory External Auditor, as partner of Deloitte & Associados, SROC, S.A., being registered, since June 1990, at the Portuguese Institute of Statutory Auditors with number 746. Lisbon, 20 February 2015



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C A P I T A L S O C I A L 2 5 0 . 0 0 0 . 0 0 0 €



To the Chairman of the Board of

the Shareholders’ General Meeting

of Sonae - SGPS, SA


4471-909 Maia

Item number 6

PROPOSAL

It is hereby proposed that the remuneration policy of the members of the Shareholders’

Remuneration Committee adopted for the mandate 2015-2018 consists in the attribution of the

annual fixed value of 7 000.00 euro (seven thousand euro) to the member acting as Chairman of

the Committee, and the attribution of the annual fixed value of 5 000.00 (five thousand euro) to

each of the other members, in both cases when the members do not hold positions in any of the

statutory governing bodies of the Company or of its controlled companies, or are not remunerated

for such held positions.


SHAREHOLDERS’ REMUNERATION COMMITTEE OF SONAE - SGPS, S.A.


The Chairman of the Board of the

Shareholders’ General Meeting of

Sonae - SGPS, SA


4471-909 Maia

Item number 7

PROPOSAL

The Shareholders’ Remuneration Committee proposes to the Shareholders’ General Meeting the approval,

under the terms and for the purpose of nr. 1 of Article 2 of the Law nr. 28/2009, of 19th June, the present

Statement on Remuneration and Compensation Policy to be applied to the Company’s statutory governing

bodies and to other Persons Discharging Managerial Responsibilities (“Dirigentes”), as set out below:

1. Principles of the Remuneration and Compensation Policy of the Statutory Governing Bodies

The Remuneration and Compensation Policy of the statutory governing bodies and of other Persons

Discharging Managerial Responsibilities (“Dirigentes”) adheres to European Community directives, to

Portuguese national law and to the recommendations of the Portuguese Securities Market Commission

(CMVM) (namely the ones from section - III. Remunerations – from the CMVM Corporate Governance Code

(2013)), and is based on the principle that initiative, competence and commitment are the essential pillars of a

good performance, which must be aligned with the medium and long term interests of the Company, in order to

achieve sustainability and it is underpinned by the following principles:

Competitiveness

In determining the Remuneration and Compensation Policy of the statutory governing bodies of the Company,

the main goal is to attract talent with high level of performance that represents a valuable and material

contribute to the sustainability of the Company’s business. The Policy is defined by benchmarking against the

global market and with the practices of comparable companies, being this information furnished by the main

surveys performed for Portugal and other European markets, in particular those prepared by Mercer and Hay

Group.


Accordingly, the remuneration parameters for members of the Statutory Governing Bodies are determined and

periodically revised in line with the remuneration practices of national and internationally comparable

companies, with the aim of aligning with the market practice the potential maximum amount of remuneration,

both individually as well as in aggregated terms, to be paid to the members of the statutory governing bodies.

When making such analysis, the remuneration of the members of the statutory governing bodies shall consider,

namely, alongside other factors, the profile and the background of the member, the nature and the description

of the role and the competences of the statutory governing body and the member itself, as well as the degree of

direct correlation between the individual performance and the business performance. The Policy is defined by

benchmark with the global market and the practices of comparable companies, being this information furnished

by the main surveys performed for Portugal and other European markets, in particular those prepared by

Mercer and Hay Group.

For the assessment of the market practice reference values, it is considered the average compensation for

Europe’s top tier executives, and the companies that make up the pool of comparable companies are those with

securities traded at Euronext Lisbon regulated market. Hence, the potential maximum amounts of remuneration

to be paid to the members of the statutory governing bodies are as follows:

Board of

Directors

Components

Market

Positioning

Circumstances

determining the

award

Executive

Directors

Fixed Base Salary Median

N/A

Bonus Short Term

Performance

Bonus

Third quartile Upon the fulfilment

of quantified and

unquantified KPIs

Medium Term

Performance

Bonus

Third quartile Upon the fulfilment

of quantified and

unquantified KPIs

Non-Executive

Directors

Fixed Salary Median N/A

Statutory Audit

Board


Statutory

External

Auditor



Oriented for performance

The Policy establishes the attribution of bonus calculated considering the level of success of the Company. The

variable component of the remuneration is structured in a way to establish a connection between the bonus

attributed and the level of performance either individual, either collective. In the case the pre-defined objectives,

measured by business and individual KPIs, are not accomplished, the amount of short and medium incentives,

will be totally or partially reduced.

Alignment with the shareholders’ interests

Part of the variable bonus of the executive directors is deferred for a period of 3 years, being the amount

conditioned by the evolution of the price of shares and by the level of achievement of the medium-term

objectives during the deferring period. This way, it is ensured an alignment of the director with the shareholder’s

interests and with the medium-term performance, aiming the sustainability of the business.

Transparency

Every aspects of the remuneration structure are clear and openly published, either internal as well as externally,

trough the publicity of the documentation in the Company’s website. This communication process contributes to

promote equity and independency.

Reasonableness

The Policy intends to ensure a balance between Sonae’s interests, the market position, the members of the

governing bodies expectations and motivations, and the talent retention need.

The Company’s Remuneration and Compensation Policy incorporates the principle of not contemplating any

compensation to members of the Board of Directors or to members of other statutory governing bodies, related

with the termination of a mandate, whether such termination occurs at the end of the respective mandate or

there is an early termination for any reason or on any basis, without prejudice of the Company’s obligation to

comply with the applicable law.

The Remuneration and Compensation Policy does not include any benefit, particularly retirement benefits, in

favour of the members of the governing bodies or other Persons Discharging Managerial Responsibilities.

In applying the Remuneration Policy consideration is given to roles and responsibilities performed in affiliated

companies.

To ensure the effectiveness and transparency of the principles of the Remuneration and Compensation Policy,


the Executive Directors:

- will not enter into agreements with the Company or third parties that have the effect of mitigating the risk

inherent to the variability of their remuneration awarded by the Company;

- will not sell, during the mandate beginning in the 2015 financial year, Company shares that were attributed to

them, under the Medium Term Incentive Plan, up to a limit of two times the value of their total annual

remuneration, with the exception of those any such shares that may be required to be sold in order to pay taxes

on the respective gains.

2. To implement the principles set out above, the remuneration and compensation of the members of the

statutory governing bodies and persons discharging managerial responsibilities shall respect the following

rules:

Executive Directors (EDs)

The remuneration and compensation policy for the Executive Directors includes, in the way it is structured,

control mechanisms, taking into account the connection to personal and collective performance, to prevent

behaviour that involves excessive risk-taking. This objective is also reinforced by the fact that each Key

Performance Indicator (KPI) is limited to a maximum value.

The remuneration of EDs normally includes two components: (i) a fixed component, which includes a Base

Remuneration and an annual Responsibility Allowance, determined by reference to each financial year, (ii) a

variable component, awarded in the first half of the year following the year to which it relates and subject to

the accomplishment of the objectives fixed for the previous year. The variable component is divided into two

parts (a) a Short Term Performance Bonus which is paid immediately after it is awarded, and (b) a Medium

Term Performance Bonus, which is paid after a 3 year deferral period, considering that the exposure of EDs to

fluctuations in the share price is the most appropriate way to align the interests of EDs with those of

shareholders.

(i) The fixed remuneration of an ED is based on the personal competences and level of responsibility of the

function exercised by each ED and is reviewed annually. Each ED is attributed a classification named

internally as a Management Level (“Grupo Funcional”). EDs are classified under one of the following

Management Levels: “Group Leader”, “Group Senior Executive”, or “Senior Executive”. The various

Management Levels are structured according to Hay’s international model for the classification of corporate

functions, thereby facilitating market comparisons, as well as helping to promote internal equity.


(ii) The variable bonus is designed to orientate and reward the EDs to achieve predetermined targets and

objectives, which are based on indicators of Company performance, of working teams under their

responsibility and of their own personal performance, and attributed after the financial year is closed and the

performance evaluation has been made. Variable bonus is awarded on the basis of the fulfilment of collective,

departmental and individual KPIs. Approximately 70% of its value is determined by business, economic and

financial KPIs. These are quantified indicators, which are divided into collective and departmental KPIs. The

collective KPIs consist of economic and financial indicators based on the budget, linked to the performance of

each business unit, as well as to the consolidated performance of the Company. The departmental KPIs have

a functional or business unit nature, with a similar linkage to collective KPIs, but are directly influenced by the

performance of the ED. The remaining 30% are determined by the achievement of personal KPIs, which may

combine quantified and unquantified indicators. As the amount of the award is subject to the accomplishment

of objectives, there is no guarantee that any payment will be made. To determine the variable component of

the remuneration an individual evaluation of the performance is carried out by the Nomination and

Remuneration Commission of the Board of Directors. This assessment takes places after the results of the

Company are known.

(a) The Short Term Performance Bonus (“STPB”)

This bonus corresponds to the maximum of 50% of the total value of the variable bonus. This bonus

is paid, in cash, in the first half of the year following the year to which it relates. It may, however,

upon the decision of the Shareholders Remuneration Committee, be paid, within the same deadline,

in shares, subject to the terms and conditions set forth below for the Medium Term Performance

Bonus.

(b) The Medium Term Performance Bonus (“MTPB”)

This bonus is designed to enhance the connection of the EDs with the Company, aligning their

interests with the interests of shareholders, and increasing their awareness of the importance of their

performance on the overall success of the organisation. The value awarded corresponds to at least

50% of the total value of the variable bonus.

The value awarded in euros is divided by the average of the closing share prices to determine the

number of shares it amounts to. The amount initially converted into shares is adjusted for any

changes to the share capital that occurred or any dividends distributed (using Total Shareholder

Return methodology) during the 3 year deferral period. During this deferral period, the amount of the

bonus, converted into shares, may additionally be adjusted to match the success degree in achieving

medium terms KPIs, in order to ensure the continued alignment with the business medium terms

sustainability objectives.


In line with the policy for enhancing the alignment of EDs with the company’s medium term interests,

the Shareholders’ Remuneration Commission may, in its absolute discretion, graduate the discount

percentage to be granted to the EDs for the acquisition of company’s shares, by determining that

EDs contribute to the acquisition in an amount corresponding, at the maximum, to 5% of the share

market price at the transfer date.

On the vesting date, the corresponding shares are delivered free of cost, although the Company

reserves the right to pay the equivalent market value in cash.

Taking the two variable components together, the target values set in advance range between 30% and 60%

of the total annual remuneration (fixed remuneration and target variable bonus).

At the time of working out actual results achieved, the value of each bonus to be awarded is limited to the

minimum 0% and the maximum of 140% of the target value set in advance.

The value of the variable component attributed in the total amount of annual remuneration depends on two

factors: (i) the objective amount of the variable component; (ii) the level of objectives achievement. The

combine of these two factors could give rise to a real weight of the variable bonus attributed over the total

amount of annual remuneration that varies between 0% and 68%, as it results from the illustrative schedule

above:

Balancing of the Variable Bonus Attributed on the basis of Annual Amount of Remuneration Attributed*

Global KPI achieved

Variable Objective Bonus / Objective Annual Amount of Remuneration**

33% 50% 60%

0% 0% 0% 0%

50% 20% 33% 43%

70% 26% 41% 51%

100% 33% 50% 60%

140% 41% 58% 68%

* Fixed Remuneration plus variable bonus attributed

** Fixed Remuneration plus variable objective bonus

The payment in cash of the bonus incentive may be executed by any way of fulfilling the obligation as

permitted by law and by the Company’s articles of association.

Non-Executive Directors (NED’s)


The remuneration of the Non-Executive Directors (NEDs) shall be based on market comparable, and be

structured as follows: (1) a Fixed Remuneration; (2) an annual responsibility allowance. No variable bonus of

any kind is paid to NEDs.

Statutory Audit Board (“Conselho Fiscal”)

The remuneration of the members of the Company’s Statutory Audit Board shall be based exclusively on fixed

annual amounts, which include an Annual Responsibility Allowance. The levels of remuneration are

determined by taking into consideration the Company’s situation and by benchmarking against the market.

Statutory External Auditor

The Company’s Statutory External Auditor shall be remunerated, under the supervision of the Statutory Audit

Board, in accordance with normal fee levels for similar services, benchmarked against the market.

Board of the Shareholders’ General Meeting

The remuneration of the members of the Board of the Shareholders’ General Meeting shall correspond to a

fixed annual amount, based on the Company’s situation and benchmarked against the market.

Persons Discharging Managerial Responsibilities

Under the terms of Paragraph 3 of Article 248-B of the Portuguese Securities Code, in addition to the

members of the Statutory Governing Bodies mentioned above, Persons Discharging Managerial

Responsibilities also includes individuals who have regular access to inside information and are involved in

taking management and business strategy decisions at the Company.

The remuneration policy applicable to other individuals who, under the terms of the law, are considered to be

Persons Discharging Managerial Responsibilities, shall be the same as is adopted for other managers with

the same level of function and responsibility, without awarding of any other additional benefits in addition to

those which result from the respective Management Level.


On behalf of the Shareholders’ Remuneration Committee

Belmiro Mendes de Azevedo

Artur Eduardo Brochado dos Santos Silva

Francisco de la Fuente Sánchez

Appendix to the Statement of the Shareholders’ Remu neration Committee on the Remuneration Policy of the Statutory Governing Bodi es and Persons

Discharging Managerial Responsibilities

SONAE SHARE ATTRIBUTION PLAN

(Medium Term Performance Bonus – MTPB)

Features and Regulation

1. Main features of MTPB

MTPB is one of the components of Sonae’s remuneration policy. This component distinguishes itself from the remaining since it is restrict and voluntary, and its attribution is subject to the eligibility criteria hereby described. MTPB allows the beneficiaries to share with shareholders the value generated through their involvement in the strategy and management of Sonae’s businesses in the just measure of the results of their annual assessment of performance.

2. MTPB Scheme

MTPB aligns the interest of executive directors with the organisation’s objectives, reinforcing their compromise and strengthening their view over the importance of their performance for Sonae, and expressed in Sonae share market capitalisation.

3. Eligibility

Sonae and Sonae business units’ Executive Directors are eligible for attribution of MTPB. Under the terms of the remuneration policy approved by the Board of Directors, employees to whom, accordingly with that policy, the Plan applies, may also be eligible for the MTPB.

Reference value for

medium term bonus plan

(% total objective variable remuneration)

Eligible Members

at least 50%Sonae Executive Directors

Sonae Business Units Executive Directors at least 50%

Employees to be defined by each Company's Board of Directors

4. Duration of the MTPB plan

The MTPB plan is established annually, based on the variable remuneration awarded, and each plan has duration of three years. As from the third consecutive plan it will occur in each moment the overlapping of three three-year plans.

5. Valuation of the MTPB plan

The share price of the Company on the Portuguese stock exchange is used to establish the value of MTPB, using as a benchmark the most favourable price, equal to the closing price on the first work day after the Shareholders’ General Meeting, or the average price (using for this average the closing price for the 30 days prior to the date of the General Meeting). The beneficiaries have the right to acquire a number of shares determined by the quotient between the attributed variable remuneration value and the share market price at the attribution date settled under the terms of the previous paragraph, being such right exercisable three years after the attribution date, which shall be adjusted during this deferral period to reflect the degree of success in achieving long term KPIs, in order to ensure the continued alignment with the Company’s long term sustainability objectives. In line with the policy for enhancing the alignment of EDs with the Company’s long term interests, the Shareholders’ Remuneration Commission may, in its absolute discretion, graduate the discount percentage to be granted to the EDs for the acquisition of company’s shares, by determining that EDs contribute to the acquisition in an amount corresponding, at the maximum, to 5% of the share market price at the transfer date. Employees who have been attributed such right acquire the shares in the conditions established by the Board of Directors. If, subsequent to being awarded the right to this kind of remuneration and before exercising this right, dividends are distributed, changes are made to the nominal value of shares, the Company’s share capital is changed or any other change is made to the Company’s capital structure, then the number of shares, which the director has been awarded, will be adjusted to an equivalent number, taking into account the impact of these changes.

6. Delivery by the Company

At the moment of the exercise of the share acquisition right under MTPB, the Company reserves itself the right of delivering, in substitution of the shares, the cash equivalent amount to the share market value at the date of the exercise of the right.

7. MTPB plan vesting

The acquisition right of the shares attributed under the terms and conditions of the MTPB plan shall be vested three years after its attribution date.

8. Termination of the MTPB plan

The right to acquire shares attributed under the MTPB expires three years after such attribution. Notwithstanding the set forth below in the following paragraphs, the rights relating to the MTPB plan expires when the beneficiary no longer works with Sonae. The right to receive payment may however remain in case of permanent disability or decease, with the due amount being paid to the director or to his/her heirs at the normal time for payment.

If the beneficiary retires, any rights to awards can be exercised on the due date for payment. This policy shall be applicable to all the open share attribution plans whose shares have not yet been transferred.




Shareholders’ General Meeting

of Sonae - SGPS, SA


4471-909 Maia

Item number 8

PROPOSAL

It is hereby proposed to grant the Board of Directors the power to:

-purchase, own shares, over the next 18 months, and up to the limit of 10% consolidated with the shares

purchased by companies controlled by this company (as defined in article 486 of the Portuguese Companies

Act and of article 21 of the Portuguese Securities Code), permitted under the terms of number 2 of Article 317

of the Portuguese Companies Act:

a) on the regulated market, as well as through over-the-counter transactions in case the seller is a

company directly or indirectly controlled or jointly-controlled by this company, own shares, for a price

per share not lower than the average of the ten share market prices prior to the date of purchase, less

50%, and not higher than the average ten share market prices prior to the date of purchase, plus 10%,

and;

b) through over-the-counter transactions, from Banco BPI, SA, or any subsidiary of the latter, pursuant to

articles 486 of the Portuguese Companies Act and of article 21 of the Portuguese Securities Code,

with any of the following purposes:

b.1) for the fulfilment of the company’s responsibilities to deliver own shares under the terms

and conditions of the 210 500 000 Sonae SGPS, SA convertible bonds issue programme

placed by its wholly-owned subsidiary Sonae Investments BV and disclosed to the market on

June 2014, pursuant to the terms approved at the Shareholders’ Meeting of 30th April 2014;

or,

b.2) to provide the protection of the company’s and shareholders’ interest - without prejudice

to the financial settlement of a partial or total closing of the “Cash Settlement Equity Swap”

executed by the company’s subsidiary Sonae Investments, BV with Banco BPI, SA -, to

purchase the underlying shares alternatively or combined with such financial settlement.

In both previous paragraphs b.1) and b.2) for a price per share not lower and not higher than

the ten share market prices prior to the date of purchase.

- sell, under permitted legal terms, on the regulated market, as well as through over the counter transactions in

case the buyer is a company directly or indirectly controlled or jointly-controlled by this company, over the next

18 months, a minimum of one hundred own shares, for a price per share not lower than the average of the ten

share market prices prior to the date of sale, less 10%.

It is moreover proposed that the Board of Directors is authorised to decide upon the opportunity of such

transactions, which may be by way of sale or attribution of shares to the members of the statutory governing

bodies and employees of the company or of companies controlled or jointly-controlled, in the exact terms of the

attribution policy approved by each of them – always considering market conditions, the company’s and

shareholders’ interest.







4471-909 Maia

Item number 9

PROPOSAL

It is hereby proposed to grant the Board of Directors the powers to:

a) purchase, on the regulated market, as well as through over the counter transactions in case the

seller is a company directly or indirectly controlled or jointly-controlled by this company, over the next 18

months and up to the legal limit of 10% per issue, bonds issued by the company, for an unit price not

lower than the average of the last 10 bond prices prior to the date of purchase, less 50%, and not higher

than the average of the last 10 bond prices prior to the date of purchase, plus 10%;

b) sell, under permitted legal terms, on the regulated market and/or through over the counter

transactions in case the buyer is a company directly or indirectly controlled or jointly-controlled by this

company, over the next 18 months, a minimum of one hundred bonds issued by the company, for an

unit price not lower than the average of the last 10 bond prices prior to the date of sale, less 10%.

The Board of Directors has the power to decide if and when such transactions should be made, having

in consideration the market conditions and the company and shareholders’ interest.

Maia, 30th March of 2015

On behalf of the Board of Directors,





Lugar do Espido

4471-909 Maia

Item number 10

PROPOSAL

It is hereby proposed that the companies controlled, directly or indirectly, by Sonae, SGPS, SA (as defined in

article 486 of the Portuguese Companies Act and in article 21 of the Portuguese Securities Code) are

authorised to purchase and hold shares issued by Sonae, SGPS, SA, under the terms of number 2 of Article

325-B of the Company Law, over the next 18 months and up to limit consolidated in the dominant company of

10%.

Such shares may be purchased:

a) on the regulated market, as well as through over-the-counter transactions in case the seller is a

company directly or indirectly controlled or jointly-controlled by this company, for a price per share not

lower than the average ten share market prices prior to the date of purchase, less 50%, and not

higher than the average ten share market prices prior to the date of purchase, plus 10%, and;

b) through over-the-counter transactions, from Banco BPI, SA, or any such subsidiary, pursuant to article

486 of the Portuguese Companies Act and article 21 of the Portuguese Securities Code, with any of

the following purposes:

b.1) for the fulfilment of the company’s responsibilities to deliver own shares under the terms

and conditions of the 210 500 000 Sonae SGPS, SA convertible bonds issue programme

placed by its wholly-owned subsidiary Sonae Investments BV and disclosed to the market on

June 2014, pursuant to the terms approved at the Shareholders’ Meeting of 30th April 2014; or,

b.2) to provide the management with the bargaining power, having as aim the protection of

the company’s and shareholders’ interest, of replacing the financial settlement of a partial or

total closing of the “Cash Settlement Equity Swap”, executed by the company’s subsidiary

Sonae Investments, BV with Banco BPI, SA, with the alternative or combined acquisition of

the underlying shares.

In both previous paragraphs b.1) and b.2) for a price per share not lower and not higher than

the ten share market prices prior to the date of purchase.

The acquisition hereby authorised shall be executed by the Board of Directors – and shall take into account

market conditions and the interest of the company and of its shareholders.


Documents

(Translation from the Portuguese original)web3.cmvm.pt/sdi/emitentes/docs/CONV54590.pdfSONAE SGPS, S.A. Lugar do Espido Via Norte Apartado 1011 4471-909 Maia Portugal Sociedade Aberta