Chairman of the Board Elísio Alexandre Soares dos Santos. Financial Matters Committee. Luís Maria Viana Palha da Silva (Chairman)

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1 JERÓNIMO MARTINS SGPS, S.A. Public Company Corporate Address: Rua Tierno Galvan, Torre 3, 9º Piso, Letra J Lisboa Share Capital: Eur 629,293, Registered at the Commercial Registry Office of Lisbon and Tax Number: Under article 248 of the Portuguese Securities Code, Jerónimo Martins SGPS, S.A. informs that the Board of Directors, elected in the General Shareholders Meeting of April 9th, met today and decided on a new internal organization for the three years period : Chairman of the Board Elísio Alexandre Soares dos Santos Financial Matters Committee Luís Maria Viana Palha da Silva (Chairman) Corporative Responsibility Committee Luís Maria Viana Palha da Silva (Chairman) Evaluation and Nomination Committee Elísio Alexandre Soares dos Santos (Chairman) Chief Executive Officer Pedro Manuel de Castro Soares dos Santos Henrique Soares dos Santos will remain as Corporate Secretary and António Neto Alves as substitute. Lisbon, 9 April 2010

2 New Challenges A New Organization Lisbon, 9 April 2010

3 Agenda I A Decade of Expansion II. III Beginning of a New Cycle, New Challenges A New Organization The Organizational Model Organizational Structure Organizational Chart

4 I A Decade of Expansion that started with the restructuring of the organization and its business portfolio, promoting a more focused management culture with clearer strategic priorities: 1) Focus on the food area at business portfolio level and for each business format 2) Orientation to mass market in all the food distribution models that led i) to the repositioning of Pingo Doce, Recheio and Biedronka, building 3 stories of success and leadership, and ii) to focus on building operational scale, that constituted one of the key priorities of the last 5 years of the decade... that ended with Jerónimo Martins Group reaching a new level in terms of size (Million Euros) Δ% 5 Years of Net Sales 3, , % Ambitious EBITDA % Market Capitalization 1, , % Expansion Selling Area (sqm) 742,341 1,377, %... that required a disciplined management approach in line with the dimension of the change The growth profile that the Group set for itself, in relation to the size of its assets at the time, required an organizational structure that centralised the Strategic Vision and its Implementation. The Board of Directors, through the Executive Committee, played a very active role in the day to day management of the operations of the various businesses

5 II Beginning of a New Cycle, New Challenges At the beginning of a new decade, the Group faces the challenge of taking another leap in size, based on two essential pillars: 1. To capture the enormous growth potential in the Polish market, going forward with Biedronka s expansion 2. To find a new geography to pursue its growth strategy in the long term Jerónimo Martins is prepared to assume its growth profile, while keeping its risk profile under control, through: A business portfolio with a very significant growth potential (especially in Poland) and the capacity to generate higher cash flow than required for financing the ambitious expansion plans Market leadership, through distinctive value propositions that have contributed towards the successive increases in market share and that must maintain a swift and attentive response to market trends A solid Balance Sheet that is expected to become significantly stronger over the next few years Strong Management teams, who developed within the sector and within the Group and who have gained experience, strengthened their know how and refined their sense of competitiveness over the last few years

6 III. A New Organization THE ORGANIZATIONAL MODEL Jerónimo Martins Organizational Model must reflect the needs of a large scale Group, with Management teams with solid know how and international experience, and with ambitious growth objectives outlined for the next decade A Model that is in line with modern Governance trends, namely: 1. Reinforcement of the Board of Directors Control and Evaluation of the executive managers activity 2. Increasing accountability of the Non Executive Directors A Model adapted to the future demands and challenges of the Group: 1. Growing sophistication and competitiveness in the Distribution sector that require fast decisionmaking 2. Concentration of the Group s sales, cash flow and earnings in Distribution activity that also represents the Group s growth potential 3. Need to decentralize executive power, bringing it down to the business areas, as a means of increasing the level of response to the market but also relinquishing the Board from day to day management decisions The new Organizational Model ensures separate areas for action, creating a balance between: Vision vs Action, Strategy vs Implementation, Evaluation vs Execution

7 III. A New Organization ORGANIZATIONAL STRUCTURE The new Organizational Structure comprises: Chairman Definition of the medium and long term strategic options Board of Directors Analyses and decides on the Group s growth options. Analysis of strategic projects that impact the current business portfolio and control of the implementation of the plans approved for the Companies. It comprises 11 members of renowned experience, know how, equidistance and a sense of discipline Responsibility Committees Control of strategic decisions implementation and monitoring of specific management areas defined as strategic for the Group Financial Matters Committee: Strategic investments valuation, definition of capital allocation, definition of capital structure, evaluation of growth alternatives Corporate Responsibility Committee: Governance Policies, Social Responsibility, Environment and Ethics Evaluation and Nomination Committee: Management Development (Evaluation Systems, Career Planning and Remunerations) Chief Executive Officer Execution of the strategic decisions approved by the Board and leading the Companies and the Management Committee Management Committee Working with the Chief Executive Officer in the implementation of the Strategic Plans approved and in the definitions of the management policies that are transversal to the Companies

8 III. A New Organization ORGANIZATIONAL CHART CHAIRMAN E. Alexandre Soares dos Santos BOARD OF DIRECTORS António Mendo Castel Branco Borges António Viana Baptista ( New Member) Artur Eduardo Brochado dos Santos Silva Hans Eggerstedt José Manuel da Silveira e Castro Soares dos Santos Luís Maria Viana Palha da Silva Marcel L.Corstjens Nicolaas Pronk Pedro Manuel de Castro Soares dos Santos Stefan Kirsten ( New Member) CHIEF EXECUTIVE OFFICER Pedro Manuel de Castro Soares dos Santos Audit Committee Financial Matters Committee Corporate Responsibility Committee Evaluation and Nomination Committee Hans Eggerstedt (Chairman) Luís Palha da Silva (Chairman) Luís Palha da Silva (Chairman) E.A. Soares dos Santos (Chairman) The joint venture of Unilever Jerónimo Martins remains under the responsibility of Mr. José Soares dos Santos

9 III. A New Organization ORGANIZATIONAL CHART CHIEF EXECUTIVE OFFICER Pedro Manuel de Castro Soares dos Santos Management Committee Operations Pedro Pereira da Silva Human Resources Marta Lopes Maia Strategy & Finance Nuno Abrantes

10 New Challenges A New Organization Lisbon, 9 April 2010

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