GENERAL MEETING OF MARTIFER - SGPS, S.A. 10 th April 2013

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1 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 10 th April 2013 PROPOSAL REGARDING ITEM 1 OF THE AGENDA (To resolve upon the annual report and accounts for the year 2012) It is proposed: To resolve upon the annual report and accounts for the year Enclosed: Annual report and accounts for the year Oliveira de Frades, the 15th March of THE BOARD OF DIRECTORS,

2 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 10 th April 2013 PROPOSAL REGARDING ITEM 2 OF THE AGENDA (To resolve upon the consolidated annual report and accounts for the year 2012 and appreciation of the Company s Corporate Governance Report regarding the year 2012) It is proposed: To resolve upon the consolidated annual report and accounts for the year 2012 and appreciation of the Company s Corporate Governance Report regarding the year Enclosed: Consolidated annual report and accounts for the year 2012 and the Company s Corporate Governance Report regarding the year Oliveira de Frades, the 15 th March of 2013 THE BOARD OF DIRECTORS,

3 [This translation into English of the Portuguese document was made only for the convenience of non-portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 10 th April 2013 PROPOSAL REGARDING ITEM 3 OF THE AGENDA (To resolve upon the proposal of allocation of year-end results) Considering that in the business year ended on the 31 st December of 2012 it was settled, as negative net result of the year, the amount of 12,517, (twelve million five hundred and seventeen thousand eight hundred and eighty six euros and twenty six cents). The Board of Directors of Martifer - SGPS, S.A. proposes to the Shareholders General Meeting that the negative net result of the year, in the amount of 12,517, (twelve million five hundred and seventeen thousand eight hundred and eighty six euros and twenty six cents), is allocated as past years results. Oliveira de Frades, 15 th of March of THE BOARD OF DIRECTORS,

4 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 10 th April 2013 PROPOSAL REGARDING ITEM 4 OF THE AGENDA (To carry out the general appraisal of the management and supervision of the company) Considering: A) The completeness of the description of the company s activity in the distributed reports and the way how the notes to the accounts clarify their respective content; B) The activity of the Supervisory Board (which valuable contribution is manifest in its respective report) and of the Official Chartered Accountant, It is proposed That the General Meeting congratulates itself with the way the managing and supervising of the company were performed during the business year ended on the 31 st December 2012, expressing a confidence and an appraisal vote for the activity developed by those corporate bodies and by each of their members. Oliveira de Frades, the 19 th March of 2013 THE PROPOSING SHAREHOLDER(S),

5 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 10 th April 2013 PROPOSAL REGARDING ITEM 5 OF THE AGENDA (To resolve upon the statements from the Remuneration Committee and from the Board of Directors on the remuneration policies of the management and audit bodies, and other senior executives discharging management responsibilities as defined in article 248-B, number 3 of the Portuguese Securities Code) Considering: A) Under Article 2 of Law 28/2009 of 19 June, the Remuneration Committee shall submit, for approval of the Annual General Meeting of Shareholders, a Statement on the Remuneration Policy of the Management and Supervisory Bodies, respectively; B) Such statement on the Remuneration Policy is hereby released in attachment to this Proposal; C) The Board of Directors shall also submit, for approval of the Annual General Meeting of shareholders, a Statement on the remuneration policy of other senior executives discharging management responsibilities as defined in article 248-B, number 3 of the Securities Code; D) The statement referred to in (C) above was released jointly with the Corporate Governance Report, Annex III. It is proposed the approval of such Statements. Oliveira de Frades, 19 th March of 2013 The Remuneration Committee, The Board of Directors,

6 STATEMENT ON THE REMUNERATION POLICY OF THE MANAGEMENT AND SUPERVISORY BODIES TO BE SUBMITTED FOR APPROVAL OF THE GENERAL MEETING ON 10 APRIL 2013 Statement of the Remuneration Committee regarding the remuneration policy of the management and supervisory bodies (article 2 of Law no. 28/2009, of 19 June) 1. INTRODUCTION In use of a legal right conferred by Article 399º of the Portuguese companies code (CSC), the Bylaws of Martifer SGPS, in its article 20, delegate to a Remuneration Committee the powers to decide on the remunerations of the Management and Supervisory Bodies of the Company. According to the applicable provisions of the Articles of Association, the Remuneration Committee was appointed by the Shareholders General Meeting on 11th April 2012, to exercise its duties for the three year period years and currently is formed by: António Manuel Queirós Vasconcelos da Mota (Chairman) Maria Manuela Queirós Vasconcelos Mota dos Santos (Member) Júlia Maria Rodrigues de Matos Nogueirinha (Member) In order to promote a clear and legitimate fixing of the remuneration of corporate bodies, the Remuneration Committee, in compliance with article 2 of Law 28/2009, of 19 June, hereby submits for approval of the General Meeting of Shareholders of Martifer SGPS, S.A. of 10 April 2013 its declaration on the policy of remunerations of the Management and Supervisory Board. This statement seeks to follow closely the applicable provisions of the CSC and the Corporate Government Code of Comissão Mercado dos Valores Mobiliários ( CMVM ). It is also relevant to point out that the present statement, more than mandatory by law, intends to be an important instrument of good Corporate Governance, aiming the proper information of the shareholders, the protection of their interests and the transparency of Corporate Governance in matters of remuneration of Corporate Bodies. II. REGULATORY REGIME In the definition of the remuneration policy to be established by the Remunerations Committee, were first taken into account the legal provisions of CSC, namely in its article 399º; the Law 28/2009, 19 June, concerning the regime of approval and disclosure of remunerations policy of the Management and Supervisory Bodies in Listed Companies, as well the Corporate Governance Code of CMVM. In second place, it has also been taken into consideration, for the definition of the remuneration policy, the special regime established in the Company s Bylaws. III. GENERAL PRINCIPLES The Remunerations Committee pursues, in its remunerations policy, to promote the convergence of the interests of Directors, other Corporate Bodies and Managers with the interests of the Company, namely shareholder value creation and real growth of the Company, privileging here a long term perspective. Pursuing this aspiration, and accordingly to the policy adopted in previous years, the Committee structured the integrant components of the income of the Board of Directors in order to reward their performance, discouraging however excessive risks-taking. This way, it is intended to promote a high-level sustained growth.

7 Finally, it is relevant to say that is determinant in this Committee s mission the economic position of the Company as well the general market practices for similar situations. Specifying the general policy herein stated, we hereby present to the shareholders the principals informants observed by this Committee in the definition of the remunerations: a) Duties Performed In the decision of the remuneration of each member of the Board of Directors, shall be taken into account, for each single member, the complexity of his duties, the responsibilities that are, in fact, attributed to him, the time dedicated and the added value the result of his work brings to the Company. In that extent, one cannot fail to differentiate the remuneration between the Executive Board members and the non-executive Board members, as well as the remuneration amongst each of the cited group. There are also duties performed in other controlled companies which cannot be excluded from this consideration, as this means, on one side, there is an increase in terms of responsibility and, on the other, in terms of the collective source of income. b) Interests alignment between the Management and Supervisory Bodies and the Company Performance evaluation. In order to grant an efficient alignment of interests of the Management and Supervisory Bodies with the ones of the Company, this Committee shall not fail to pursue a policy that rewards the Board Directors by the performance of the Company in a long term perspective and in the creation of value for the shareholder. c) Economic position of the Company This criterion has to be understood and interpreted carefully. The size of the Company and the inevitable complexity of management associated to it is clearly one of the relevant aspects to determine the economic situation of the Company and of remuneration, understood in its broader sense. To a higher level of complexity, corresponds a higher remuneration, but it has to be adjusted accordingly to other criteria informants of the economic situation of the Company (of financial nature, human resources nature, etc). c) Market Criteria The balance between supply and demand is unavoidable when setting any remuneration and the situation regarding members of the Corporate Bodies is no exception. Only by taking into account market practices will allow the Company to maintain professionals guided to perform at an adequate level of complexity and responsibility, It is important that the remuneration is aligned with market practices and that it is stimulant, allowing it to become an instrument to help achieve a single and collective high level of performance, thus ensuring not only the individual interest, but mostly the interests of the Company and of the shareholders. 4. CONCRETE OPTIONS Based on the above mentioned principles, this Committee disclosure the relevant information regarding the concrete options of the remunerations policy, which hereby are submitted to the Company s shareholders appreciation: 1st Remuneration of Executive members of the Board of Directors, shall be made up of a fixed and a variable part, and, according to the law and article 20.3 of the Articles of Association, the variable part may not exceed 5% of the annual net profit,. 2 nd Remuneration for non-executive independent members of the Board of Directors, members of the Supervisory Board and members of the Board of the General Meeting shall only consist of a fixed part. 3 rd The fixed part of the remuneration of the Executive members of the Board of Directors, as well the non- Executive Members non independent (when applicable), shall consist in a monthly amount payable fourteen times per annum.

8 4th A fixed remuneration, for each participation in the meetings of the Board of Directors, shall be set for the non-executive and independent Board members. 5th Fixed remuneration of members of the Supervisory Board shall be set in a monthly value payable twelve times per annum. 6th In setting all remunerations, including in distributing the global amount of the variable pay of the members of the Board of Directors, the general principles referred to above will be observed: functions carried out, alignment with the interests of the company, privileging the long term, the company situation and market criteria. 7th Fixed remuneration of the members of the Board of the General Meeting will be a predetermined value for each meeting. 8th The process of attribution of variable remuneration to Executive members of the Board of Directors must follow the criteria proposed by the Remunerations Committee, namely their hierarchal stand, evaluation of performance and real growth of the Company, seeking to promote in those the convergence of the interests of the Management Body with the Company, with emphasis on the long-term performance. Thus, will be considered decisive for the evaluation and measurement of the VR: The contribution of the Executive Directors for the results obtained; The profitability of business in the perspective of the shareholder; The evolution of the stock quotes; The degree of achievement of the projects integrated in and measured by the Balanced Scorecard of the Company. 9th The Company s Board of Directors submitted a proposal of Stock Options Remuneration Plan (PROA) for appreciation to its Shareholders in the General Meeting of 28 March The objectives of the PROA are, among others, the retention of key employees of the various companies in the Group; as well as the members of the Board, the stimulation of the creativity and productivity of employees, thereby promoting the results of the Company; the creation favorable conditions to attract and recruit of managers and other key employees; the alignment of interests of the employees and members of the Board with the interests of Martifer s shareholders and other stakeholders, rewarding their performance through the value creation for shareholders, reflected in the evolution of the share price of the Company on the Stock Market. The PROA works by attributing as part of the variable remuneration (RV) of the beneficiary options to buy or subscribe to shares of Martifer. Thus, the PROA will depend on the performance evaluation system in force in the Group. The number of options each beneficiary receives in a given year will depend on the value of his/hers RV, which depends on his/hers performance evaluation, hierarchical position and the value of the options. The value of the options will be calculated by independent entities (Investment Banks). Each option will give the beneficiary the right to acquire or subscribe one Martifer share at a future date at the exercise price. The options may be exercised in 4 different moments, once annually. The shares to be delivered to the beneficiaries at the moment the option is exercised will result from a capital increase. The number of shares resulting from options attributed and not exercised, at any given time, may not exceed 2% of Martifer s share capital. The Beneficiary may lose the right to non exercised options in the event of leaving the Group, unless there is a mutual agreement. 10 th Notwithstanding the policies above mentioned of protection of the shareholders and Company s interests on the long term, the Committee, in search of the best practices of Corporate Governance regarding

9 remuneration policies of the Corporate Bodies, is presently: (i) promoting a study and comparative analysis of remuneration policies and practices of other groups of companies in the same sector with respect to the fixing of remuneration for future implementation and adoption in Martifer, as well as (ii) studying the possibility of adoption of politics that, shown to be feasible and balanced to all actors, foresee the possibility of the variable remuneration to be payable, in part or totally, only after clearance of the fiscal accounts of all the mandate and, on the other hand, that allows a limitation to the variable remuneration in case the results show a relevant deterioration of the company s Performance in the last cleared fiscal year or when it is expected in the designated year. It is our understanding that, in light of what is said in the above, these options should be maintained until the next General Meeting. The Remuneration Committee,

10 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] Considering: GENERAL MEETING OF MARTIFER - SGPS, S.A. 10 th April 2013 PROPOSAL REGARDING ITEM 6 OF THE AGENDA (To resolve upon the acquisition and disposal of own shares) A) The legal framework applicable to commercial companies in respect of acquisition and disposal of own shares; B) The convenience of the company in being able to continue to make use, under the general terms, of the possibilities that are inherent to such kind of transaction; C) The convenience of these possibilities also to subsidiary companies as they may even be obligated to purchase or dispose of company s shares, in particular in the terms of the own issuing of securities, which, without prejudice of article 319º, n.º 3, of the Commercial Companies Code, should also be addressed; D) The provisions in articles 319º, n.º 1, and 320º of the Commercial Companies Code, It is proposed: 1) To approve the acquisition of own shares, including acquisition of rights or granting, either by the company or by any of its current or future subsidiaries, subject to a decision of the administrative corporate body of the acquiring company, which may delegate on the Executive Committee: a) Maximum number of shares to be acquired: with deduction of the disposals made, up to the limit of ten percent of the share capital, without prejudice of the amount required for fulfillment of the purchaser s obligations, arising either from law, contract, issuance of securities or contractual link to the fulfillment of the company s stock options program, and subject, if needed, to further disposal, within the legal terms, of the shares that exceed such limit; b) Term during which the acquisition may be made: eighteen months, as from the date of this resolution; c) Form of acquisition: subject to the terms and limits imperatively set forth in law, acquisition of shares as well as acquisition of rights or attribution of shares against payment, of any kind, either on the stock market or OTC, at any title, in particular through exchange, submitted, in accordance with the law, to the principle of equality of shareholders, or acquisition of any securities for, or by effect

11 of, fulfilling an obligation arising either from law, contract, conversion or exchange of convertible or exchangeable securities issued by the company or by a subsidiary, in accordance with the terms of the respective conditions of issuance or contracts entered into in relation to such conversion or exchange; d) Minimum and maximum consideration for the acquisition: the price of the onerous acquisition must be contained within an interval between the price of the best purchase offer (including) and the price of the best offer to sell (including) written in the orders book of the stock exchange where the company s shares are listed for trade, at the moment of acquisition; e) Time of acquisition: to be determined by the management body of the acquiring company, which may delegate on the Executive Committee, taking into consideration the situation of the securities market and the conveniences and obligations of the purchaser or of any of its subsidiaries, and being carried out one or more times in the proportions to be established by such body. 2) To approve the sale of own shares that were acquired, subject to a decision of the management body of the selling company, which may delegate in the Executive Committee, and in the following conditions: a) Minimum number of shares: the correspondent to the quantity enough for the fulfillment of the obligation undertaken, arising either from law, contract or issuance of other securities or resolution of the Board of Directors, which may delegate on the Executive Committee, whenever such committee exists; b) Term during which the sale may be made: eighteen months, as from the date of the resolution hereof; c) Forms of sale: subject to the terms and limits imperatively set forth in law, onerous sale of any kind, in particular through sale or exchange, either in OTC in stock exchange, to entities appointed by the management body of the selling company, which may delegate in the Executive Committee, submitted, in accordance with the law, to the principle of equality of shareholders, or non-onerous disposal, when resolved by the Board of Directors, which may delegate on the Executive Committee, within the scope of the program to grant shares to employees, without prejudice of, when facing a disposal for the satisfaction of an obligation undertaken or arising from the issuance of other securities by the company or by its subsidiary, or from contracts related to such issuance, or from contractual link to the fulfillment of the company s stock options program, to be effected in accordance with its respective terms and conditions;

12 d) Minimum price: the consideration must not be inferior to the price of the best purchase offer written in the orders book of the stock exchange where the company s shares are listed for trade, at the moment of disposal; e) Time of sale: to be determined by the management body of the company, which may delegate in the Executive Committee, taking into consideration the situation of the securities market and the conveniences and obligations of the selling company, or its subsidiary, and being carried out in one ore more times in the proportions established by such body. 3) To approve the transmission, on an indicative basis, to the Board of Directors to, without prejudice of its freedom of decision and performance, within the scope of resolutions 1 and 2 above, take into account, in accordance with the circumstances that it finds relevant the recommendations of the Securities Market Commission (CMVM) effective at each relevant moment. Oliveira de Frades, 15th March 2013 THE BOARD OF DIRECTORS,

13 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 10 th April 2013 PROPOSAL REGARDING ITEM 7 OF THE AGENDA (To resolve upon the resignation of the current Statutory Auditor and the proposal of election of the Statutory Auditor or Statutory Auditors Company for the current term corresponding to the three-year period ) Considering: a) That the statutory auditor of Martifer, SGPS, S.A., who was elected at the Martifer shareholders general meeting of 11th April 2012, has resigned to the position of statutory auditor on 25th February 2013; b) That the resignation resulted from the fact that the statutory auditor has incorporated a statutory auditors company which is not yet registered with the Portuguese Securities Market Commission, pursuant to article 6 of the CMVM Regulation no. 6/2000; c) That, pursuant to article b) of the Comercial Companies Code, the Supervisory Board of the Company is responsible to propose before shareholders general meeting the appointment of the statutory auditor or a statutory auditors company; d) That PricewaterhouseCoopers & Associados SROC, Lda. is the External Auditor of Martifer, SGPS, S.A since Proposal of list of Statutory Auditor With respect to Item 7 of the agenda of shareholders general meeting of Martifer - SGPS, S.A. of 10th April 2013, the Supervisory Board propose the shareholders general meeting to resolve upon the election of the following Statutory Auditor or Statutory Auditors Company for the current term corresponding to the three-year period : Statutory Auditor: Efective: Alternate: PRICEWATERHOUSECOOPERS & Associados Sociedade de Revisores Oficiais de Contas, Lda., NIPC , with registered office at Palácio Sottomayor, Rua Sousa Martins, 1 3º, Lisboa, registered with OROC under no. 183 e registered with CMVM under no. 9077, represented by Mr. Hermínio António Paulos Afonso, ROC no. 712, who may substituted by Mr. António Joaquim Brochado Correia, ROC no Mr. JOSÉ PEREIRA ALVES, NIF , ROC no. 711, with professional residence at Rua Alfredo Keil, 257 A - 3º Esqº Porto.

14 This proposal is supported with the information required pursuant to article d) of the Comercial Companies Code. Oliveira de Frades, 19th March 2013 THE SUPERVISORY BOARD,

15 ANNEX Names, professional qualifications, experience and positions held in Martifer and other companies over the last five years and the number of shares held in Martifer by the entities included on the proposal of Item 7 of the Agenda: PRICEWATERHOUSECOOPERS & ASSOCIADOS SOCIEDADE DE REVISORES OFICIAIS DE CONTAS, LDA (Statutory Auditor) Registered with the OROC under no. 183 and registered with CMVM under no Pursuant to article 289 d) of the Commercial Companies Code does not hold shares of the company Martifer SGPS, S.A.. Statement and curriculum vitae of the representatives are enclosed. DR. JOSÉ PEREIRA ALVES (Statutory Auditor, Alternate) Registered with the OROC under no Pursuant to article 289 d) of the Commercial Companies Code does not hold shares of the company Martifer SGPS, S.A.. Curriculum vitae is enclosed

16 Exmo. Senhor Presidente da Mesa da Assembleia Geral da Martifer, S. G. P. S., S. A. Zona Industrial, Apartado Oliveira de Frades 19 de março de 2013 Exmo. Senhor Para os efeitos previstos nos artigos 248º-B do Código dos Valores Mobiliários, 14.º do Regulamento CMVM 5/2008 e n.º 1 do artigo 289º do Código das Sociedades Comerciais, declaramos que esta sociedade, seus sócios e gerentes, bem como as pessoas com eles estreitamente relacionadas, não detêm e não efetuaram quaisquer transações de ações da Martifer, S. G. P. S., S. A. ou de sociedades que estejam em relação de domínio ou de grupo com a mesma. Mais declaramos que esta Sociedade de Revisores Oficiais de Contas desempenhou, desde o exercício de 2010, as funções de Auditor Externo da Martifer, S.G.P.S., S. A. Sem outro assunto de momento, apresentamos os nossos melhores cumprimentos. De V. Exa. Atentamente A Gerência Hermínio António Paulos Afonso António Joaquim Brochado Correia (Cartão de cidadão nº ZZ9 válido até 13/09/2015) (Cartão de cidadão nº ZZ5 válido até 26/12/2017) HPA/ABC/cr PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o Porto Bessa Leite Complex, Rua António Bessa Leite, º, Porto, Portugal Tel Fax , Matriculada na Conservatória do Registo Comercial sob o NUPC , Capital Social Euros Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na Comissão do Mercado de Valores Mobiliários sob o nº 9077 PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente.

17 Hermínio António Paulos Afonso Education/Degree Years of work experience Role in PwC Degree in Accountancy and Administration and in Financial Management by the Institute of Accountancy and Administration (Oporto University). Chartered Accountant ( Revisor Oficial de Contas ). 26 years experience completed in September 2010 in PwC Portugal, including some assignments in Angola (Sonangol and Texaco) and Cape Verde Hermínio is a Partner in the Assurance Services at the PwC Oporto office and is the responsible for the Cape Verde office and for the training and implementation IAS/IFRS projects in the North of Portugal. Main experiences He had a relevant experience in some industries, namely Telecommunications ( T+ in Cape Verde), Metallic Construction (Martifer), Tourism (Tecnicil in Cape Verde, Douro Azul), Transports & Logistics (Transitrans), Retail (Decatlon, Froiz, Benetton), Utilities (water and electricity producer and distribution) (Águas de Portugal, Martifer Solar, Martifer Energy, Indáqua and Electra in Cape Verde), Automotive components and retail (Bosch, Borgstena, Copo, Gamobar and CIE group), Air line transports (Halcyonair in Cape Verde), Forest & Paper (panel products) (Sonae Industria, Finsa), Chemical production (Cires.Shin Etsu group), Realty (Tecnicil in Cape Verde, Chamartin, Acordo and Sonae Capital), Food (restaurants) (Ibersol). Before the entrance in the University Hermínio was teacher in a school during one year. For several years Hermínio was the responsible for the recruitment at the Oporto office. Attendance on several courses promoted by PricewaterhouseCoopers, including the Train to trainers course and the Advance Techniques Presentation. Hermínio has lectured on several conferences, essentially related to the introduction of euro and to the IAS/IFRS implementation in Portugal. He has acted as instructor for both internal and external courses on different subjects, which recently are mainly focused on IAS/IFRS implementation. During five years Hermínio has lectured on a postgraduate course at the Institute of Management and Administration (ISAG) on Audit, including internal controls. Publications/Membership in professional and business associations Publications/Memb ership in professional and business associations Member of the Portuguese Chamber of Accountants (Câmara dos Técnicos Oficiais de Contas) and of the Portuguese Chartered Accountants Institute (Ordem dos Revisores Oficiais de Contas). 1

18 Languages Fluent in Portuguese, English and French 2

19 António Joaquim Brochado Correia Nationality Portuguese Position Deputy Senior Partner and Markets Leader Academic and professional qualifications Degree in Company s Management by Universidade Católica Certified Public accountant from Ordem dos Revisores de Contas Management Executive Training in INSEAD Manage International Teams training course INSEAD Professional and business experience Responsible for several auditing works in national and international companies like Amorim Group, Efacec Group, ETE Group, Ferpinta Group, Galp Energia Group, TMG Group and Unicer Group. In the areas of consulting, is responsible for Performance Improvement, which includes responsibilities in the areas of Financial Effectiveness, Governance (including sustainability), Risks and Controls. Participation as an instructor in several internal and external training courses promoted by the firm. He has participated in several international internal programs, such as: Leading, Diversity and Sustainability Team management, by orientation of INSEAD, IMD, Massachusetts Institute of Technology and Free University of Amsterdam. Executive training program, at INSEAD, in the Management area International PwC talent development program Ulysses, took him for 4 months in an international experience based on Sustainability and Diversity skills. University assistant in Internal Control and Governance. Leads the Sarbanes Oxley practice in Portugal for 3 years. Employment history Joined PwC in September 1993 and was promoted to Partner in Languages Fluent in Portuguese, English and French 1

20 José Pereira Alves Nationality Portuguese Position Territory Senior Partner of PricewaterhouseCoopers since 1 st July 2011 Academic and professional qualifications Professional and business experience Degree in Economics from University of Economics of Oporto (FEP) State recognised statutory auditor Responsible for several auditing works in national and international companies. Experience on special projects such as due diligence, merger and acquisitions with responsibility for a large number of clients like, Amorim Group, RAR Group, TAP Group, Inapa Group and CTT Group. Partner of PricewaterhouseCoopers since 1st January Coordinator in different projects of valuation of companies and economic and financial diagnosis. He has been involved in tax and legal services in the scope of Group restructurings. Experience in the coordination of audit and technical-financial, administrative verification projects, financed by EU Funds. Responsible for training across the Portuguese firm and also for knowledge Management. Instructor in several external and internal training courses, related with audit and accounting issues (IFRS). Responsible for the coordination of Post Graduation in Auditing from , in ISAG. Lecturer in the Finance MBA in the University of Economics of Oporto between 2004 and Employment history Other Languages Started in Coopers & Lybrand in 1984, which merged in 1998 with Price Waterhouse becoming PricewaterhouseCoopers. Good knowledge of English, French and Spanish 1