1 SEMAPA SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A. GENERAL MEETING OF 23 MAY 2014 PROPOSAL FROM THE BOARD OF DIRECTORS ON THE MANAGEMENT REPORT, THE FINANCIAL STATEMENTS AND OTHER INDIVIDUAL ACCOUNTS FOR THE FINANCIAL YEAR OF 2013 ITEM 1. We propose that the Management Report, Financial Statements and other individual accounts for the financial year of 2013 be approved as submitted for the consideration of the Shareholders. Lisbon, 24 April 2014 The Board of Directors
2 SEMAPA SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A. GENERAL MEETING OF 23 DE MAIO DE 2014 PROPOSAL FROM THE BOARD OF DIRECTORS ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR OF 2013 ITEM 2. We propose that the Consolidated Management Financial Statements for financial year of 2013 be approved as submitted for the consideration of the Shareholders. Lisbon, 24 April 2014 The Board of Directors
3 SEMAPA SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS. S.A. GENERAL MEETING OF 23 MAY 2014 PROPOSAL FROM THE BOARD OF DIRECTORS ON THE ALLOCATION OF PROFITS (TRANSCRIPTION OF PROPOSAL CONTAINED IN THE MANAGEMENT REPORT) ITEM 3. Considering that the Company needs to maintain a financial structure compatible with the sustained growth of the Group it manages in the various Business Areas in which it operates, and Considering that the Company s independence from the financial sector involves preserving consolidated levels of short, medium and long-term indebtedness which allow it to maintain sound solvency indicators, It is proposed that the Net Profits for the individual period, determined under the SNC rules, in the amount of EUR 134,981, (one hundred and thirty four million, nine hundred and eighty one thousand and eighty nine euros and thirty nine cents) be allocated as follows: Dividends for shares in circulation... 37,477, euros (33.2 cents per share) Free reserves... 97,503, euros Lisbon, 24 April 2014 The Board of Directors
4 SOCIEDADE AGRÍCOLA DA QUINTA DA VIALONGA, S.A. Annual General Meeting of Shareholders of Semapa Sociedade de Investimento e Gestão, SGPS, S.A. of 23 May 2014 Proposal regarding Item 4 of the Order of Business Considering the work of the Directors and the Auditors over the financial year now ended, it is proposed that, under the terms of Article c) and 455 of the Companies Code, the General Meeting express its appreciation of such work, approving a vote of confidence in the said corporate bodies and their respective members. Lisbon, 24 April 2014 The Shareholder SOCIEDADE AGRÍCOLA DA QUINTA DA VIALONGA, S.A. Share Capital: Euros - Corporate Person and Coruche Companies Registry: Head Office: Herdade dos Fidalgos, Biscainho, Coruche
5 Annual General Meeting of Shareholders of Semapa Sociedade de Investimento e Gestão, SGPS. S.A. 23 May 2014 Proposed Resolution relating to item 5. on the Order of Business Considering that the current company officers were elected for a term ending 31 December 2013, it is proposed that the following persons be elected for the next four-year term ending 31 December 2017: General Meeting: Chairman: Secretary: Dr. Francisco Xavier Zea Mantero Dr.ª Rita Maria Pinheiro Ferreira Soares de Oliveira Audit Board: Chairman: Full Members: Alternate Member: Dr. Miguel Camargo de Sousa Eiró Dr. Duarte Nuno d'orey da Cunha Dr. Gonçalo Nuno Palha Gaio Picão Caldeira Dr. José Manuel Oliveira Vitorino Board of Directors: Chairman: Directors: Pedro Mendonça de Queiroz Pereira Dr. Francisco José Melo e Castro Guedes Dr. José Miguel Pereira Gens Paredes Dr. Paulo Miguel Garcês Ventura Dr. António Pedro de Carvalho Viana-Baptista Dr. Jorge Maria Bleck Dr. Manuel Custódio de Oliveira
6 Dr. Ricardo Miguel dos Santos Pacheco Pires Dr. Vitor Manuel Galvão Rocha Novais Gonçalves Dr. Vítor Paulo Paranhos Pereira Remuneration Committee: Eng. Frederico José da Cunha Mendonça e Meneses Dr. José Gonçalo Ferreira Maury Eng. João Rodrigo Appleton Moreira Rato Lisbon, 24 April 2014 The Shareholder Sodim, SGPS, S.A.
7 Curricular Information Annexes to the proposed resolution from Sodim, SGPS,S.A. relating to Item 5. on the Order of Business
8 GENERAL MEETING
9 Information referred to in Article d) of the Companies Code FRANCISCO XAVIER ZEA MANTERO was born in Lisbon on 25 December 1948, and he resides in Portugal, at Beco das Terras, 11, Cascais. He is divorced and has two children. He holds a degree in law from the Faculty of Law, University of Lisbon. He currently holds office in the following organizations: - Chairman of the Management Board and Vice-Chairman of the General Council of ELO - Associação Portuguesa para o Desenvolvimento Económico e a Cooperação; - Secretary-General of the Business Confederation of the Community of Portuguese Speaking Countries (CPLP); - Member of the Board of Directors of the European Business Council for Africa and the Mediterranean (EBCAM), based in Brussels, having served as chairman from 1 July 2006 to 30 June (The chairmanships are annual and rotate between the different members States of the European Union); - Member of the Development Policy Working Party of Business Europe, based in Brussels, representing the CIP-Confederação Empresarial de Portugal; - Member of the Strategic Board of SOFID - Sociedade para o Financiamento do Desenvolvimento, Instituição Financeira de Crédito, S.A., representing ELO- Associação Portuguesa para o Desenvolvimento Económico e a Cooperação; - Trustee of the Fundação Portugal África since its founding in 1995; - Member of the Advisory Council of the Higher Institute of Agronomy, Lisbon Technical University; - Member of the Steering Committee of the Instituto de Investigação Científica Tropical; He has been involved in managing companies in Africa and companies with business dealings with Africa since 1973, having serviced as Director of Sociedade de Agricultura de S. Tomé e Príncipe, S.A.R.L., Managing Director of Mantero - Agricultura e Comércio Internacional, S.A. with head office in Lisbon and operations in São Tomé e Príncipe, Chairman of the Board of Directors and Chairman of the General Meeting of Agribissau - Companhia Agrícola da Guiné-Bissau, S.A.R.L. with head office in Bissau and Chairman of the Management Board of Agrimo-Companhia Agro-Pecuária de Moçambique, Lda., with head office in Quelimane. In managing these companies he negotiated and contracted finance from the World Bank (IDA and IFC), from the Commonwealth Development Corporation and the European Union, having directed execution of the capital projects in São Tomé e Principe, Guinea-Bissau and Mozambique. He also led the Mantero/Cargill Technical Services consortium, which from 1993 to 1998 managed the Rural Development Project in the Eastern Province of Guinea-Bissau, with funding from the European Development Fund (EDF)/European Commission. From 1985 to 1989 he was Director of the Portuguese Chamber of Commerce and Industry/Lisbon Industrial Association, responsible for Relations with Portuguese Speaking Countries and International Cooperation. 1
10 He represented Portugal from 1986 to 1996 on the European Union Cocoa Trade Organization, based in London. Member of the General Council of the Portuguese UNESCO Commission in the 1990s. From 1994 to 1996 he was Chairman of ELO - Associação Portuguesa para o Desenvolvimento Económico e a Cooperação (Portuguese Association for Economic Development and Cooperation), which he co-founded, having served as Vice-Chairman from 1988 to From 1997 to 1999 he was Chairman of the General Meeting of this Association. In 1992 he was Chairman of the Group of Seven for European Private Sector Cooperation with Africa, the Caribbean and the Pacific, now called EBCAM-European Business Council for Africa and the Mediterranean, where he represented Portugal through ELO from 1988 to The European Private Sector Charter of Principles on investment in Africa was approved under his chairmanship on 23 June He was a member of the Board of Directors of the Forum Afrique-Europe which was based in Paris. From September 1997 to February 2002, he served as chairman of the Supervisory Committee of the Portuguese Institute of Cooperation. From 3 June to 31 October 2002 he directed the pilot project entitled Public-Private Partnership in Mozambique at the OECD Development Centre in Paris, with support from Portuguese Cooperation and until May 2003 directed the project entitled Public-Private Partnership for the development of the Democratic Republic of the Congo, with support from Belgian Cooperation and the World Bank, sitting also on the OECD-Mozambique Steering Committee. From April 2001 to October 2004 he chaired the Audit Board of SPI - Sociedade de Promoção de Investimentos, S.A., with head office in São Tomé, owned jointly by the Portuguese State (51%) and the State of São Tomé e Príncipe (49%). In the light of various recommendations issued by the Summit of Heads of State and Government of the CPLP, and by the Council of Ministers of the CPLP, he directed and coordinated, as representative of ELO-Associação Portuguesa para o Desenvolvimento Económico e a Cooperação, the process of setting up the CPLP Business Council, from 7 July 2003 to 4 June 2004, working closely with seven representatives of corresponding business associations in Angola (Associação Industrial de Angola), Brazil (Federação das Indústrias do Estado de São Paulo), Cape Verde (Câmara de Comércio, Indústria e Serviços de Sotavento), Guinea-Bissau (Câmara de Comércio, Indústria e Agricultura da Guiné-Bissau), Mozambique (Associação Industrial de Moçambique), São Tomé e Príncipe (Câmara de Comércio, Indústria, Agricultura e Serviços de São Tomé e Príncipe) and East Timor (Associação Nacional dos Empresários de Timor Leste). The founding deed of the new Business Council was signed by these 8 associations on 4 June 2004 at the central offices of the CPLP. On the same date, he was appointed, by unanimous decision of the 8 founding business associations (one for each member State of the CPLP), as Secretary-General of the CPLP Business Council. He subsequently served as Coordinator of the process for transforming the Council into the CPLP Business Confederation, formalized on 22 March 2010, after approval at the Extraordinary General Meeting held in Bissau on 13 December Participated with observer status, on the invitation of the Chairman of EDFI - European Development Finance Institutions, at the Annual Meetings of its Executives in May
11 (Oslo) and May 2007 (The Hague), where he presented the plans for SOFID. He then coordinated the preparations for incorporation of SOFID. He was subsequently appointed Executive Director of SOFID-Sociedade para o Financiamento do Desenvolvimento, Instituição Financeira de Crédito, S.A., for the period , holding this office until 11 May He was a member of the Working Party for International Expansion and Development set up by the Portuguese Prime Minister on 25 July He has received official honours in various countries, including the rank of Comendador da Ordem do Cruzeiro do Sul, from the President of Brazil, the National Independence Medal from the President of the Republic of São Tomé e Príncipe and the rank of Comendador of the Order of Merit, from the President of the Portuguese Republic. Shares in Semapa Sociedade de Investimento e Gestão, SGPS, S.A. Holds no shares in Semapa Sociedade de Investimento e Gestão, SGPS, S.A. April
12 CURRICULUM VITAE RITA MARIA PINHEIRO FERREIRA SOARES DE OLIVEIRA Born on 22 October 1954, in Lisbon EDUCATION Graduated in law from the Faculty of Law, University of Lisbon, July Masters in Health Management and Economics from Harvard School of Public Health, Boston, USA. Health Management Course Faculty of Medicine, University of Lisbon. 2. CURRENT SITUATION Production Manager of Hospital da Luz, Lisbon, since 2007, with responsibilities for managing several areas (clinical, surgical and oncology). Director / Executive Manager of the following companies: - IRIO - Instituto de Radiologia Dr. Idálio de Oliveira, S.A. - FINAFIS Consultores Associados, S.A. Officer of the General Meeting in the following companies: - Semapa Sociedade de Investimento e Gestão, SGPS, S.A. - Portucel, S.A. - Espírito Santo Viagens Consultoria e Serviços, S.A. - Top Atlântico Viagens e Turismo, S.A. - Top Atlântico DMC Viagens e Turismo, S.A. - Companhia de Banhos de Vizela, S.A. Curator of Fundação Ernesto Roma Holds no shares in Semapa Sociedade de Investimento e Gestão, SGPS, S.A. April 2014
13 AUDIT BOARD
14 PERSONAL DETAILS MIGUEL EIRÓ Miguel Camargo de Sousa Eiró, born on 30 June 1949, in Lisbon, married, with professional domicile at Av. Fontes Pereira de Melo, n.º 15 7º, Lisboa. QUALIFICATIONS Graduated in Law, University of Lisbon, Registered with the Portuguese Bar Association since 28 June Official Industrial Property Agent. Course in mediation, organized by the Ministry of Justice. ACTIVITIES Has practised law without interruption since graduating in 1971, currently as partner and director of Correia Moniz & Associados Sociedade de Advogados RL. Military Service in the Navy from 1972 to 1975 as Legal Officer. Has worked for public and private companies, Portuguese and international, both as legal consultant and in management. Arbitrator at the Automobile Disputes Conciliation Centre since Arbitrator in ad hoc disputes and in disputes in Portuguese Bar Association Arbitration Centre (later National Professional Council) and in Lisbon Commercial Arbitration Centre. OFFICE HELD Director of BRISA Auto Estradas de Portugal, 1975 to Member of the Lisbon District Board of the Bar Association, Member of the Management Board of the Bar Association s Voluntary Arbitration Centre, 1997 to Member of the General Board, Bar Association, 1999/2002 and 2002/2004.
15 Head of the Portuguese delegation to the CCBE Council of Bars and Law Societies of Europe, and Chairman of the National Professional Council, 2001 to Member of the Economic and Social Council, 2001 to Vice-Chairman of the General Meeting of CIMIGEST, SGPS, S.A. from 2005 TO Member of the Audit Board of SEMAPA Sociedade de Investimento e Gestão, SGPS, S.A and Member of the Audit Board of PORTUCEL, S.A and Member of the Audit Board of SECIL Companhia Geral de Cal e Cimento, S.A Note: Holds no shares in SEMAPA. LANGUAGES: Portuguese, English and French. AREAS OF LAW: Mediation and arbitration, civil law, business law, administrative law and industrial property law. April 2014
16 Information required by Article d) of the Companies Code 1 Identification: Name - DUARTE NUNO D OREY DA CUNHA 2 Professional qualification: Graduated in Finance from the ISCEF in Corporate Office hold: SEMAPA Sociedade de Inv. e Gestão, SGPS, S.A..... Member of the Audit Board PORTUCEL, S.A..... Member of the Audit Board SECIL Companhia Geral de Cal e Cimento, S.A.... Member of the Audit Board VÉRTICE Gestão de Participações, SGPS, S.A.... Director 4 - Corporate office held over the last five years: BEIRA-RIO - Sociedade Construtora de Armazéns, S.A.... Director CIMILONGA Imobiliária, S.A.... Advisor to the Board of Directors CIMIPAR Soc. Gestora de Participações Sociais, S.A... Chairman of the General Meeting LONGAVIA Imobiliária, S.A.... Director PORTUCEL Empresa Produtora de Pasta e Papel, S.A... Chairman of the Audit Board SEMAPA Sociedade de Gestão e Investimento, SGPS, S.A.. Chairman of the Audit Board Sociedade Agrícola da Quinta da Vialonga, S.A... Director SONACA, SGPS, S.A..... Chairman of the General Meeting
17 5 - Shares in SEMAPA Sociedade de Investimento e Gestão, SGPS, S.A.: Duarte Nuno d Orey da Cunha holds shares in SEMAPA Sociedade de Gestão e Investimento, SGPS, S.A. April 2014
18 Information referred to in Article d) of the Companies Code I. Personal details a) Full name: Gonçalo Nuno Palha Gaio Picão Caldeira II. Professional qualifications a) Graduated in law from the Portuguese Catholic University (1990); b) Completed professional traineeship at the District Board of the Portuguese Bar Association (1991); c) Master of Business Administration (MBA) from Universidade Nova de Lisboa (1996); d) Port-graduate course in Property Management and Valuation, ISEG (2004) III. Corporate Office hold: a) Property development and management, private family business (since 2004); Manager of Loftmania - Gestão Imobiliária, Lda. (since 2008); Manager of Linha do Horizonte Investimentos Imobiliários, Lda. (since 2010); b) Full member of the Audit Board of Semapa Sociedade de Investimento e Gestão, SGPS, S.A. (since 2006); c) Full member of the Audit Board of Portucel, S.A. (since 2007); d) Full member of the Audit Board of Secil Companhia Geral de Cal e Cimento, S.A. (since 2013). IV. Professional Activities in the last five years a) In addition to the positions indicated above, no other office held in the last 5 years. V. Shares in Semapa Sociedade de Investimento e Gestão, SGPS, S.A. Holds no shares in the company. April 2014
19 José Manuel Oliveira Vitorino Until 30 June 2013 Academic background Partner of PricewaterhouseCoopers Graduated in Business Administration at the University of Lisbon. Registered Statutory Auditor with the Portuguese Institute of Chartered Accountants. Advanced Management Program for executives sponsored by Universidade Nova (Lisboa) in He has attended several courses and internal training courses PricewaterhouseCoopers (International) created the "International Training Committee," both in Portugal and elsewhere, covering both matters of a technical nature, such as management and behavioural. Relevant experience Before joining the technical staff of PricewaterhouseCoopers - Lisbon office, was Assistant Professor, Faculty of Economics, University of Coimbra, where he taught Public Finance, Business Organisation, Production Management and Commercial Management. His professional activity has been mainly in Financial Audit and Financial Advisory and Management. Relevant experience in listed companies, and particularly in IFRS reporting, both domestic firms and international companies in subsidiaries of international Groups. Relevant experience in due diligence projects, directed to acquisitions, mergers and fraud investigations. Involvement in various advisory projects in collaboration with teams from Canada and the UK, in the design and implementation of information systems and accounting for a large mining project, in addition to designing a chart of accounts and an information system for the National Bank Guinea Bissau. Lead Partner of the TICE industries in Portugal (Technology, InfoCom, Entertainment & Media). Responsible for a large portfolio of clients, both national and international namely Jerónimo Martins, RTP, Ana Aeroportos e Navegação Aérea, Alstom, Águas de Portugal, Grupo Electrolux, Bertelsmann, Mars, Tate & Lyle, Mattel, Sony, LG Electronics, Tupperware, Securitas, Tudor, Otis, Master Test, TUI Portugal, Multiópticas and Randstad. Extensive experience with major local and international companies working in African Portuguese speaking countries. Partner in charge for the audit of operations of oil companies in Angola, such as TotalfinaElf, Shell, Esso and Texaco/Chevron. Involved in various consulting assignments together with members of the consulting department, such as conception, design and helping implement a new accounting and information system for a major mining project working with English and Canadian consultants and conception and design of a new information system and chart of accounts for a major bank in Africa. 1
20 José Manuel Oliveira Vitorino Other information English, French and Spanish Training instructor (internal and external training) in various: audit, accounting and management. Holds no shares in Semapa Sociedade de Investimento e Gestão, SGPS, S.A. April
21 BOARD OF DIRECTORS
22 PEDRO MENDONÇA DE QUEIROZ PEREIRA BRIEF CURRICULUM VITAE IDENTIFICATION AND EDUCATION Full name: Pedro Mendonça de Queiroz Pereira Parents names: Manuel Augusto Teixeira de Queiroz Pereira and Maude da Conceição Santos Mendonça de Queiroz Pereira Nationality: Portuguesa Date of birth: 5 March 1949 Education: General Secondary education, in Lisbon Attended Instituto Superior de Administração PROFESSIONAL 1975 to 1987 Resident in Brazil, where he held the office of director in a number of companies in manufacturing, retail, tourism and agriculture to 1994 Director of various companies in Portugal controlled by the Queiroz Pereira family, with interests in the real estate, the hotel, agriculture, renewable energy, automobile and cement artefacts and precast sectors to 2004 As the interests of the Queiroz Pereira family expanded into the cement industry, through acquisition of companies with a majority holding in Secil and CMP, he took on directorships in these companies and in Semapa. During this period he retained most of the directorships held in other areas Also appointed Chairman of the Board of Directors of Portucel, S.A. as the result of acquisition of a significant holding in this company by Semapa, whilst continuing his previous activities.
23 PEDRO MENDONÇA DE QUEIROZ PEREIRA CORPORATE OFFICE Currently holds office in the following companies: ABOUT THE FUTURE Empresa Produtora de Papel, S.A.... Chairman of the Board of Directors ABOUTBALANCE SGPS S.A.... Chairman of the Board of Directors CELCIMO, S.L.... Chairman of the Board of Directors CIMIGEST, SGPS, S.A.... Chairman of the Board of Directors CIMINPART - Investimentos e Participações, SGPS, S.A.... Chairman of the Board of Directors CIMO Gestão de Participações Sociais, S.A.... Chairman of the Board of Directors CMP - Cimentos Maceira e Pataias, S.A.... Chairman of the Board of Directors COSTA DAS PALMEIRAS Turismo e Imobiliário, S.A.... Chairman of the Board of Directors ECOVALUE Investimentos Imobiliários, L.da... Manager GREAT EARTH Projectos, S.A.... Chairman of the Board of Directors INSPIREDPLACE, S.A.... Chairman of the Board of Directors O E M - Organização de Empresas, SGPS, S.A... Chairman of the Board of Directors PORTUCEL - Empresa Produtora de Pasta e Papel, S.A.... Chairman of the Board of Directors SECIL - Companhia Geral de Cal e Cimento, S.A.... Chairman of the Board of Directors SECILPAR, S.L.... Chairman of the Board of Directors SEINPART - Participações, SGPS, S.A.... Chairman of the Board of Directors SEMINV - Investimentos, SGPS, S.A..... Chairman of the Board of Directors SODIM, SGPS, S.A.... Chairman of the Board of Directors SOPORCEL - Sociedade Portuguesa de Papel, S.A.... Chairman of the Board of Directors TEMA PRINCIPAL SGPS, S.A.... Director TERRAÇOS D AREIA SGPS, S.A.... Chairman of the Board of Directors Corporate office held over the last five years: CIMENTOSPAR Participações Sociais, SGPS, S.A.... Chairman of the Board of Directors LONGAPAR, SGPS, S.A.... Chairman of the Board of Directors SOPORCEL Gestão de Participações Sociais, SGPS, S.A.... Director VÉRTICE Gestão de Participações, SGPS, S.A.... Chairman of the Board of Directors SHARES IN SEMAPA SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A. Pedro Mendonça de Queiroz Pereira holds no shares in Semapa Sociedade de Investimento e Gestão, SGPS, S.A. April 2014
24 CURRICULUM VITAE Name: FRANCISCO JOSÉ MELO E CASTRO GUEDES Age: 61 years Marital status: Married, 2 children Nationality: Portuguese Educational Qualifications: Degree in Finance Languages: Portuguese, English (Fluent), French (Fluent) 1966/71 - Degree in Finance from Instituto Superior de Ciências Económicas e Financeiras Lisbon 1975/76 - MBA from INSEAD Fontainebleau. França. 1971/72 - COMPANHIA UNIÃO FABRIL-CUF Chemicals and Metal Products Department Market Research Manager. 1972/75 - Military Service COMPANHIA O RIO MOJU Agro-Industrial Project in Pará Brazil Financial Director. 1977/82 - ANGLO AMERICAN CORPORATION DO BRASIL Brazilian holding company for Anglo-American Assistant Financial Director for the holding company General Manager of Unigeo Geologia e Mineração when Anglo took over full ownership. 1979/82 - Held simultaneously the posts of Financial Director of the Holding Company, General Manager of Unigeo and Financial Director of Mineração Morro Velho. 1983/87 - ANGLO AMERICAN CORP. OF SOUTH AMERICA. 1983/85 - Held simultaneously the posts of Member of the Executive Committee, Financial Director of the Holding Company and Financial Director of Mineração Morro Velho. 1986/87 - Held simultaneously the posts of Member of the Executive Committee, Director responsible for mining (non-gold) and industrial companies in Brazil and Financial Director of Mineração Morro Velho. 1988/89 - Corretora Ricardo Schedel/UIF Head of the brokerage firm. In this position he was part of the Group that gave rise to UIF involving as partners Ricardo Schedel and the José Manuel de Mello Group, Director of UIF FOMENTUR Aroeira Director of the Aroeira Project. 1991/93 - ANGLO AMERICAN CORP. PORTUGAL Anglo American Group/De Beers Holding Company for investments in Portugal. Vice-President and C.E.O. of Beralt Tin and Wolfram Portugal NACIONAL C.I.T.C. Director and C.E.O. 1995/96 - NUTRINVESTE. S.G.P.S. Executive Director 1997/ SOCIEDADE PONTO VERDE General Manager.
25 Since 2001 SEMAPA Group: Office currently held: CMP Cimentos Maceira e Pataias, S.A. - Director SECIL Companhia Geral de Cal e Cimento, S.A. Director SEMAPA Sociedade de Investimento e Gestão, SGPS, S.A. - Director SEMINV Investimentos, SGPS, SA (former SECIL Investimentos, SGPS, S.A.) - Director Since 2002 CDS- Ciments de Sibline, SGPS, SA Director Since 2003 CIMINPART Investimentos e Participações, SGPS, S.A. Director SEINPART Participações, SGPS, S.A. Director SEMAPA Inversiones, SL Director Since 2009 PORTUCEL - Empresa Produtora de Pasta e Papel SA. Director ABOUT THE FUTURE Empresa Produtora de papel, S.A. Director SOPORCEL Sociedade Portuguesa de Papel, S.A. Director Since 2011 Desde 2012 UNICONCRETO Betão Pronto, S.A. CELCIMO, S.L.U. Director Supremo Cimentos, S.A. Chairman of the Board of Directors Margem Companhia de Mineração Chairman of the Board of Directors GREAT EARTH Projectos, S.A. Director ABOUTBALANCE, SGPS, S.A. - Director Desde 2013 CIMIGEST, SGPS, S.A. Director CIMO Gestão de Participações, SGPS, S.A. Director LONGAPAR, SGPS, S.A. Chairman of the Board of Directors INSPIRED PLACE, S.A. - Director Office previously held 2001 to 2005 GECIMENT Sociedade Gestora de Participações Sociais, SA Director (Enersis 2 Sociedade Gestora de Participações Sociais, SA this company changed its name in 2004) 2001 a 2013 SCG Société des Ciments de Gabès, S.A. - Director 2003 to 2005 ENERSIS, SGPS, S.A. Director 2003 to 2007 PARSEINGES Gestão de Investimentos, SGPS, SA Director 2003 a 2013 SILONOR, S.A. Director
26 2006 a 2012 VIROC PORTUGAL Indústrias de Madeira e Cimento, S.A. Chairman of the Board of Directors 2006 a 2013 CIMENTOSPAR Participações Sociais, SGPS, Lda./S.A. Manager/Director 2007 a 2010 VERDEOCULTO Investimentos, SGPS, S.A. Chairman of the Board of Directors 2007 a 2013 FLORIMAR Gestão e Participações, SGPS, Soc.Unipessoal, Lda. Manager HEWBOL SGPS, Lda. Manager 2008 a 2013 SECILPAR, S.L. Director 2009 a 2013 SERIFE Sociedade de Estudos e Realizações Industriais e de Fornecimento de Equipamentos, Lda. - Manager 2010 a 2013 So.I.Me Liban s.a.l. Director PARCIM Investments BV - Director 2012 a 2013 SECIL BETÕES E INERTES, SGPS, S.A. Director SECIL UNICON, SGPS, Lda. Manager SECIL PREBETÃO Prefabricados de Betão, S.A. Chairman of the Board of Directors SECIL MARTINGANÇA Aglomerantes e Novos Materiais para a Construção, S.A. Director Holds no shares in Semapa Sociedade de Investimento e Gestão, SGPS, S.A. April 2014
27 INFORMATION REFERRED TO IN ARTICLE 289, PARAGRAPH 1 D) OF THE COMPANIES CODE PERSONAL DETAILS: Full name: José Miguel Pereira Gens Paredes Place of Birth: Lisboa, São Jorge de Arroios Date of Birth: 28 May 1961 Marital status: Married EDUCATION: Graduated in economics from the Portuguese Catholic University, PROFESSIONAL ACTIVITIES: Traineeship at the Directorate General of Competition and Prices: 1985 Rodoviária Nacional : Management Planning and Control: Interbiz - Internacional Trading : Marketing and Sales: Cosec Companhia de Seguros de Crédito : Underwriter in the Foreign Lending Department: General Bank Lisbon Branch: Account Manager and Customer Money Market duties in the Treasury/Foreign Exchange Room: United Distillers Controller: Financial director in the following companies: Semapa Sociedade de Investimento e Gestão SGPS S.A.: since 1994 Secil Group: Cimigest, SGPS, S.A.: since 1996 Sonaca Sociedade Nacional de Canalizações, S.A.: Cimipar Sociedade Gestora de Participações Sociais, SGPS, S.A.: Goliatur Sociedade de Investimentos Imobiliários, S.A.: since 1996 Cimilonga Imobiliária, S.A.: de
28 Longavia Imobiliária, SA: de Imocipar Imobiliária, SA: de OEM, SGPS, SA: since 1999 Market relations and investor relations representative for Semapa Sociedade de Investimento e Gestão SGPS S.A., since 2004 Market relations representative for CMP - Cimentos Maceira e Pataias, S.A.: since 2005 CORPORATE OFFICE HELD: ABAPOR - Comércio e Indústria de Carnes, S.A.... Chairman of the Board of Directors ABOUT THE FUTURE Emp. Produtora de Papel, S.A.. Director ABOUTBALANCE SGPS S.A.... Director Aprovechamiento Int. de Subprodutos Ibéricos, S.A... Director BIOLOGICAL - Gestão de Resíduos Industriais, L.da... Manager CELCIMO, S.L... Director CIMINPART Inv. e Participações, SGPS, S.A.... Director CIMIPAR Soc. Gestora de Participações Sociais, S.A. Director ETSA Investimentos, SGPS, S.A.... Chairman of the Board of Directors ETSA LOG, S.A.... Chairman of the Board of Directors GREAT EARTH - Projectos, S.A.... Director INSPIREDPLACE, S.A.... Director I.T.S. - Indústria Transf. de Subprodutos, S.A.... Chairman of the Board of Directors MOR ON-LINE Gestão de Plataformas de Negociação de Resíduos On-Line, S.A.... Director O E M Organização de Empresas, SGPS, S.A.... Director PORTUCEL, S.A.... Director SEBOL - Comércio e Indústria de Sebo, S.A.... Chairman of the Board of Directors SECIL - Companhia Geral de Cal e Cimento, S.A... Director SEINPART - Participações, SGPS, S.A.... Director SEMINV - Investimentos, SGPS, S.A..... Director SOPORCEL Sociedade Portuguesa de Papel, S.A.... Director
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