GENERAL SHAREHOLDERS MEETING. BANIF BANCO INTERNACIONAL DO FUNCHAL, SA Meeting on 26 August 2015 (continuation of the meeting begun on 29 May 2015)

Transcription

1 GENERAL SHAREHOLDERS MEETING BANIF BANCO INTERNACIONAL DO FUNCHAL, SA Meeting on 26 August 2015 (continuation of the meeting begun on 29 May 2015) POINT 6 ON THE AGENDA To elect the members of the General Meeting Committee for the three-year period With reference to point 6 on the agenda for the general meeting of Banif Banco Internacional do Funchal, SA, as transcribed above, the shareholders Rentipar Financeira, SGPS, S.A., IP Holding SGPS, S.A. and AFA SGPS, S.A. propose that the following be appointed to the General Meeting Committee for the three-year period: GENERAL MEETING COMMITTEE Chair: Guilherme Henrique Valente Rodrigues da Silva Secretary: José Mendonça Prada Lisbon, 7 August 2015 THE SHAREHOLDERS Rentipar Financeira, SGPS, S.A. IP Holding SGPS, S.A. AFA SGPS, S.A.

2 Annexe Information on the proposed appointees to the General Meeting Committee, in compliance with the provisions of subparagraph d) of no. 1 of article 289 of the Commercial Companies Code Guilherme Henrique Valente Rodrigues da Silva Academic Training - Degree in Law - Postgraduate course in Community Law Integration Economics - Professional Experience Previous posts (held in the last five years): Chair of the Supervisory Board Casa da Madeira in Lisbon Current posts: Member and Vice-Chair Assembly of the Republic Member of the Advisory Committee University of Madeira Lawyer He holds 676,260 Banif - Banco Internacional do Funchal, SA. shares in his own name.

3 *** José Jardim Mendonça Prada Academic Training - Degree in Law - Professional Experience Previous posts (held in the last five years): - Madeira District Council of the Portuguese Bar Association for 3 years (chair from and vice-chair for the preceding 9 years) Current posts: Lawyer José Prada - Lawyers Member Legislature of the Autonomous Region of Madeira, since March 2004 Manager Pigris - Trading & Marketing, Lda. Arribacharmosa - Apartamentos Turísticos, Lda, He does not hold any Banif - Banco Internacional do Funchal, SA. shares in his own name.

4 GENERAL SHAREHOLDERS MEETING BANIF BANCO INTERNACIONAL DO FUNCHAL, SA Meeting on 26 August 2015 (continuation of the meeting begun on 29 May 2015) POINT 7 ON THE AGENDA Elect the members of the Board of Directors, including the Audit Committee, for the three-year period With reference to Point 7 on the agenda for the General Meeting of Banif Banco Internacional do Funchal, SA shareholders, as transcribed above, the shareholders Rentipar Financeira, SGPS, S.A., IP Holding SGPS, S.A. and AFA SGPS, S.A. propose that the following be elected to the Board of Directors, and to the Audit Committee, for the three-year period: BOARD OF DIRECTORS 1 Luís Filipe Marques Amado Jorge Humberto Correia Tomé Carlos Alberto Rodrigues Ballesteros Amaral Firme Fernando Mário Teixeira de Almeida João José Gonçalves de Sousa Jorge Manuel Silveira Nunes Nuno Pedro Martins 1 The following directors, appointed by and in representation of the Portuguese state, under the provisions of no. 2 of article 14 of Law no. 63-A/2008, of 24 November and of point 10 of Ministerial Order no B/2013, of 23 January, will also sit on the Board of Directors: - Issuf Ahmad, Director appointed by Ministry of Finance Order no. 5838/2014, of 16 April. - Miguel Silva Artiaga Barbosa, Director appointed by Ministry of Finance Order no /2014, of 22 September.

5 AUDIT COMMITTEE 2 Elsa Cristina Costa Pires Santana Ramalho Teresa Sofia Teixeira dos Santos Duarte Lisbon, 7 August 2015 FOR THE SHAREHOLDERS Rentipar Financeira, SGPS, SA IP Holding SGPS, S.A. AFA SGPS, S.A. 2 The director Issuf Ahmad, appointed to the Banif supervisory structure by Ministry of Finance Order no. 5838/2014, of 16 April, sits on the Audit Committee.

6 Annexe Information on the proposed appointees to the Board of Directors (including the Audit Committee), in compliance with the provisions of subparagraph d) of no. 1 of article 289 of the Commercial Companies Code Luís Filipe Marques Amado Degree in Economics Higher Institute of Economics, Lisbon Technical University (1976) Auditor at the Court of Auditors Auditor at the National Institute of Defence - Professional Experience Previous posts (held in the last five years) - Banif Plus Bank ZRT (from 02/08/2012 to June 2015) - Foreign Minister for the 18th Constitutional Government (October 2009 to June 2011) Current posts: a) Banif Group Companies Chair of the Board of Directors - Banif - Banco Internacional do Funchal, S.A. - Banco Caboverdiano de Negócios, SA

7 b) Other entities International Consultant Director (Non-Executive) - Sociedade de Desenvolvimento da Madeira Vice-Chair of the General and Supervisory Board - EDP Energias de Portugal, SA Professor (invited) - Instituto Superior de Ciências Sociais e Políticas - Business School at the Nova University of Lisbon Member - Global Advisory Board of SONAE Member of the Higher Council - Dom Dinis, Business School Member of the Board of Directors - Francisco Manuel dos Santos Foundation Member of the Board of Patrons - Arpad Szenes - Vieira da Silva Foundation He does not hold any Banif - Banco Internacional do Funchal, SA. shares in his own name. ***

8 Jorge Humberto Correia Tomé Degree in Business Organisation and Management from I.S.C.T.E. (1979); Master s in Applied Economics - Faculty of Economics, Nova University of Lisbon (1993); Advanced Management Course - Chicago Business School London Campus (2011). - Professional Experience Previous posts (held in the last five years): Vice-Chair of the Board Of Directors and Chair of the Executive Committee Banif - Banco de Investimento, S.A. (from 23/03/2012 to August 2013) Member of the Board of Directors and Chair of the Executive Committee Banif - SGPS, S.A. (from 23/03/2012 to December 2013) Member of the Board of Directors and Member of the Executive Committee - Caixa Geral de Depósitos, SA (January 2008 to February 2012) Chair of the Board of Directors - Banif Imobiliária, S.A. (from 30/03/2012 to July 2014) - Banif Comercial, SGPS, S.A. (from 30/03/2012 to August 2012) - Banif (Açores) - Sociedade Gestora de Participações Sociais, S.A. (from 27/03/2012 to July 2012) - Banif - Investimentos - SGPS, S.A. (from April 2012 to August 2012) - Caixa Seguros e Saúde, S.A. (October 2011 to February 2012) - Gerbanca, SGPS, S.A. (May 2009 to 29 February 2012) - Caixa- Banco de Investimento, S.A. (March 2008 to February 2012) - Caixa Capital Sociedade de Capital de Risco, S.A. (March 2008 to February 2012) - Credip Instituição Financeira de Crédito, S.A. (March 2008 to February 2012)

9 - Caixa Desenvolvimento, S.A. (May 2011 to February 2012) - Trem Aluguer Material Circulante, ACE (March 2002 to February 2011) - Trem II Aluguer Material Circulante, ACE (March 2002 to February 2011) Vice-Chair of the Board of Directors - Banco Caixa Geral Brasil, S.A. (April 2009 to February 2012) - Banco Nacional de Investimentos, S.A. (November 2011 to February 2012) Chair of the Board of Directors (non-executive) - Portugal Telecom, SGPS, S.A. (March 2009 to February 2012) - Parcaixa, SGPS, S.A. (April 2009 to February 2012) - Cimpor Cimentos de Portugal, SGPS, S.A. (May 2009 to February 2012) Member of the Board of Management - Caixa Geral de Aposentações (July 2011 to February 2012) Current posts: a) Banif Group Companies Chair of the Board of Directors Banif - Banco de Investimento (Brasil), S.A. Banif - Banco Internacional do Funchal (Brasil), S.A. Banif - Banco de Investimento, S.A. Banif Finance, Ltd Banif International Bank, Ltd Banif Capital Sociedade de Capital de Risco, S.A. Chair of the Executive Committee - Banif Banco Internacional do Funchal, S.A. Member of the Board of Directors Banif Bank (Malta), PLC

10 b) Other entities Member of the board Associação Portuguesa de Bancos (Portuguese Association of Banks - representing Banif - Banco Internacional do Funchal, S.A.) Vice-Chair of the Advisory Committee Açoreana Seguros, SA He holds 28,095,780 Banif - Banco Internacional do Funchal, SA. shares in his own name. ***

11 Carlos Alberto Rodrigues Ballesteros Amaral Firme Degree in Economics - ISEG/UTL (1993) Master s Degree in Monetary and Financial Economics - ISEG/UTL (1994/95) Postgraduate course in Risk and Derivative Management - ISEG/UTL and The Faculty of Economics of the Nova University of Lisbon (1999) Advanced Management Program at the Harvard Business School (HBS), Cambridge, MA, (2009) - Professional Experience Previous posts (held in the last five years): Member of the Board of Directors (from June 2010 to April 2012) - Banif Banco de Investimento, SA (July 2010 to April 2012) - Banif Banco de Investimento (Brasil) (July 2010 to April 2012) - Banif Securities, Inc. (Miami) (July 2010 to April 2012) - Banif Gestão de Activos, SGFIM, SA (February 2006 to April 2012) - Banif Açor Pensões, SGP, SA (February 2006 to April 2012) - Banif Capital, SCR, SA (January 2010 to April 2012) - Banif Ecoprogresso Trading, SA (July 2010 to April 2012) - Floresta Atlântica, SGFII, SA (January 2010 to April 2012) - Bankpime, SGIIC, SA (January 2010 to April 2012) - GED Sur, SCR, SA (January 2010 to April 2012) Current posts: a). Banif Group Companies Head of the Communication and Image Department, Head of Investor Relations and Chief Economist of Banif Banco Internacional do Funchal, S.A. SA, He does not hold any Banif Banco Internacional do Funchal, S.A. shares in his own name.

12 Fernando Mário Teixeira de Almeida Degree in Economics - Faculty of Economics at the University of Porto (1975), PhD in Economics - University of Santiago de Compostela (2012) Degree in Law - Faculty of Law at the University of Porto (2014). - Professional Experience Previous posts (held in the last five years): Chair of the Supervisory Board - Banif Banco de Investimento, S.A. (from 2000 to 29/08/2014) - Banif - Banco Internacional do Funchal, S.A. (from 2003 to 30/05/2014) - Açoreana Seguros, SA (from 2003 to 25/07/2014) Chair of the Audit Committee - Banif - Banco Internacional do Funchal, S.A. (from 30/05/2014 to September 2014) Current posts: a). Banif Group Companies Member of the Board of Directors - Banif - Banco Internacional do Funchal, S.A. b) Other companies Chair of the Board of Directors Açoreana Seguros, S.A. Director of the Faculty of Economic and Business Sciences at Lusíada University - Porto. He holds 368,358 Banif Banco Internacional do Funchal, S.A. shares in his own name. Through Quinta do Sourinho Agricultura e Turismo, Lda, which is wholly owned by him and by the persons stipulated in no. 2 of article 447 of the Commercial Companies Code, he holds 374,749 shares in Banif Banco Internacional do Funchal, SA.

13 João José Gonçalves de Sousa Degree in Economics - Faculty of Economics at the University of Porto (1977) Advanced Course in Bank Management - Higher Institute of Bank Training - Professional Experience Posts held in the last five years: General Director responsible for the Branch Network Department at Banif Banco Internacional do Funchal, S.A. (until March 2012) Current posts: a). Banif Group Companies Member of the Board of Directors Banif Banco Internacional do Funchal, S.A. b) Other companies Member of the Board of Directors Açoreana Seguros, S.A. He does not hold any Banif Banco Internacional do Funchal, S.A. shares in his own name.

14 Jorge Manuel Silveira Nunes. Degree in Economics - ISEG/UTL (1990) - Professional Experience Previous posts (held in the last five years): N/A Current posts: a). Banif Group Companies General Director Banif - Banco Internacional do Funchal, S.A. Chair of the Board of Directors Banif Imobiliária, SA He does not hold any Banif Banco Internacional do Funchal, S.A. shares in his own name. ***

15 Nuno Pedro Martins Degree in Chemical Engineering Moscow Institute of Chemical Technology (recognised by the Higher Technical Institute of Lisbon) (1992) - Professional Experience Previous posts (held in the last five years): Director Banif Bank (Malta), Plc (May 2007 to March 2014) Banif Holding (Malta), Ltd (December 2007 to March 2014) Current posts: a) Banif Group Companies Director Banif - Banco Internacional do Funchal, S.A. Director Banif International Bank, Ltd He holds 41,620 Banif - Banco Internacional do Funchal, SA. shares in his own name. ***

16 Elsa Cristina Costa Pires Santana Ramalho Degree in Business Management and Administration - Portuguese Catholic University (1997). Previous posts (held in the last five years): Coordinating Director for Investor Relations at Novo Banco, S.A. (until November 2014) Coordinating Director for Investor Relations and Representative for Market and CMVM Relations at Banco Espírito Santo, S.A. (until August 2014), Sponsor of the Strategic Management of Financial Institutions subject on the Executive Master s in Management and Banking at the Portuguese Catholic University, between 2008 and Founding and managing member of Fórum IR Associação Portuguesa de Responsáveis pelas Relações com Investidores (Portuguese Association Responsible for Investor Relations) from 2009 to Managing Partner Arcoevia, Lda. (up to 2015) Encosta de Sobrado, Sociedade Vitivinícola, Lda. (up to 2011) She does not hold any Banif - Banco Internacional do Funchal, SA. shares in her own name ***

17 Teresa Sofia Teixeira dos Santos Duarte Degree in Business Management - Portucalense University (1995) PADE Programa de Alta Direcção de Empresas - AESE (Programme for Senior Business Managers) (2015) Advanced Programme in the Management of Financial Institutions - Faculty of Economic and Business Sciences at the Portuguese Catholic University (2004) Previous posts (held in the last five years): Director Norgarante Sociedade de Garantia Mútua Portuguesa, S.A. (from 2008 to 2015) Current posts: Chair of the Executive Committee Norgarante Sociedade de Garantia Mútua Portuguesa, S.A. Member of the General Committee Fundo de Contragarantia Mútuo Português, representing mutual fund companies since Non-executive director CV Garante - Sociedade de Garantia Mútua Cabo Verdiana, representing SPGM Sociedade de Investimento, S.A., since 2013; She does not hold any Banif - Banco Internacional do Funchal, SA. shares in her own name.

18 GENERAL SHAREHOLDERS MEETING BANIF BANCO INTERNACIONAL DO FUNCHAL, SA Meeting on 26 August 2015 (continuation of the meeting begun on 29 May 2015) POINT 8 ON THE AGENDA "To appoint a statutory auditor or a firm of statutory auditors to carry out the duties stipulated in article 446 of the Commercial Companies Code" Given that, in accordance with article 446 of the Commercial Companies Code and no. 4 of article 28 of the company's articles of association, the Audit Committee should submit a proposal to the General Meeting regarding the appointment of a statutory auditor, for a term not to exceed four years, the Audit Committee hereby proposes the appointment of the firm of statutory auditors, PricewaterhouseCoopers & Associados Sociedade de Revisores Oficiais de Contas, Lda. (SROC no. 183), represented by José Manuel Henriques Bernardo (ROC no. 903), for the purposes of carrying out the duties stipulated in article 446 of the Commercial Companies Code and no. 4 of article 29 of the company s articles of association, for the three-year period. Lisbon, 6 August 2015 THE AUDIT COMMITTEE

19 GENERAL SHAREHOLDERS MEETING BANIF BANCO INTERNACIONAL DO FUNCHAL, SA Meeting on 26 August 2015 (continuation of the meeting begun on 29 May 2015) POINT 9 ON THE AGENDA To set the remuneration of the of the corporate and statutory structures or set up a Remuneration Committee for the purposes, appointing the members of this committee for the three-year period With reference to point 9 on the agenda for the general meeting of Banif Banco Internacional do Funchal, SA shareholders, as transcribed above, the shareholders Rentipar Financeira, SGPS, S.A., IP Holding SGPS and AFA SGPS, S.A. propose: 1. The setting up of a three-member Remuneration Committee, in accordance with the terms of, and to carry out the functions stipulated in no. 1 of article 399 of the Commercial Companies Code and article 31 of the company s articles of association. 2. That the following be appointed to the Remuneration Committee for the three-year period: Chair: Miguel José Luís de Sousa Members: Filipe de Andrade e Silva Lowndes Marques Miguel Silva Artiaga Barbosa Lisbon, 7 August 2015 THE SHAREHOLDERS Rentipar Financeira, SGPS, SA IP Holding SGPS, S.A. AFA SGPS, S.A.

20 GENERAL SHAREHOLDERS MEETING BANIF BANCO INTERNACIONAL DO FUNCHAL, SA Meeting on 26 August 2015 (continuation of the meeting begun on 29 May 2015) POINT 10 ON THE AGENDA To decide on the appointment of a Strategy Committee and on the composition of the same, with reference to the 2015 financial year, in accordance with the terms of article 245 of the company s articles of association. With reference to point 10 on the agenda for the general meeting of Banif Banco Internacional do Funchal, SA shareholders, as transcribed above, and given that the Strategy Committee is a non-compulsory Advisory organ, the shareholders Rentipar Financeira, SGPS, S.A., IP Holding SGPS and AFA SGPS, S.A. propose, in accordance with the provisions of no.1 of article 25 of the articles of association (a contrario sensu), that a Strategy Committee not be appointed for the 2015 financial year. Lisbon, 7 August 2015 THE SHAREHOLDERS Rentipar Financeira, SGPS, SA IP Holding SGPS, S.A. AFA SGPS, S.A.