(Translation from the Portuguese Original) Proposal

Transcription

1 To the Chairman of the Shareholders General Meeting of Sonaecom, SPGS, S.A. Lugar do Espido, Via Norte Maia Senhora da Hora, 23 March 2012 (Translation from the Portuguese Original) Agenda Item no. 1 Proposal We propose that the Annual Report and Individual and Consolidated Accounts of Sonaecom, SGPS, S.A., for the year ended 31 December 2011, are approved as presented. On behalf of the Board of Directors,

2 To the Chairman of the Shareholders General Meeting of Sonaecom, SPGS, S.A. Lugar do Espido, Via Norte Maia Senhora da Hora, 23 March, 2012 (Translation from the Portuguese Original) Agenda Item no. 2 Proposal The Board of Directors proposes that the negative net income in Sonaecom Individual accounts, in the amount of 7,960, Euros is transferred to Free Reserves. Furthermore, the Board of Directors proposes that a total of 25,637, Euros of Free Reserves is paid to shareholders, corresponding to a gross value of 0.07 Euros per share in respect of the total number of shares issued, but excluding own shares held by the Company at the date of the payment. As it is not possible to determine the exact number of own shares that will be held by the Company on the above payment date, without limiting the Company s capacity to transact shares in the meantime, for clarification purposes: i) ii) For each share issued, a gross amount of 0.07 Euros will be paid; No payment will be made in respect of own shares held by the Company on the above payment date and the equivalent gross amount of 0.07 Euros will be added to Accumulated Distributable Reserves. On behalf of the Board of Directors,

3 SONTEL B.V. Claude Debussylaan MD Amsterdam P.O. Box GB Amsterdam The Netherlands Tel: Fax: To the Chairman of the Board of the Shareholders General Meeting of SONAECOM, SGPS, S.A. Lugar do Espido, Via Norte, Maia Amsterdam, 23 March, 2012 Agenda Item no. 3 Proposal We propose a vote by Shareholders to express our appreciation for and confidence in the work performed by the Board of Directors, Statutory Audit Board and Statutory External Auditor of Sonaecom, SGPS, S.A., during the year ended 31 December On behalf of the Board of Directors, SONTEL B.V. Por Titulo : ANT Management (Netherlands) B.V. : Administrador Por : Petrus Hendrik Bosse Por : Mariella Clarissa Ruiz Titulo : Administrador Titulo : Procurador A Chamber of Commerce, Amsterdam No

4 SONTEL B.V. Claude Debussylaan MD Amsterdam P.O. Box GB Amsterdam The Netherlands Tel: Fax: To the Chairman of the Board of the Shareholders General Meeting of SONAECOM, SGPS, S.A. Lugar do Espido, Via Norte, Maia Senhora da Hora, 23 March, 2012 (Translation from the Portuguese Original) Agenda Item no. 4 Proposal It is hereby proposed: 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 2012 and ending 2015: Board of the Shareholders General Meeting: Chairman: João Augusto Esmeriz Vieira de Castro Secretary: António Agostinho Cardoso da Conceição Guedes Board of Directors: Ângelo Gabriel Ribeirinho dos Santos Paupério António Bernardo Aranha da Gama Lobo Xavier António Sampaio e Mello David Charles Denholm Hobley Duarte Paulo Teixeira de Azevedo Frank Emmanuel Dangeard Gervais Gilles Pellissier Jean-François René Pontal Maria Cláudia Teixeira de Azevedo Miguel Nuno Santos Almeida Nuno Manuel Moniz Trigoso Santos Jordão Statutory Audit Board: Chamber of Commerce, Amsterdam No

5 Chairman: Arlindo Dias Duarte Silva Effective Member: Armando Luís Vieira de Magalhães Effective Member: Óscar José Alçada da Quinta Substitute: Jorge Manuel Felizes Morgado Shareholders Remuneration Committee SONAE, SGPS, S.A., represented by Duarte Paulo Teixeira de Azevedo SONAE INVESTMENTS, B.V., represented by Francisco de la Fuente Sánchez We further propose that members of the Board of Directors and members of the Statutory Audit Board shall provide a guarantee (stand bond) for their responsibilities up to the amount of 250,000 euro (two hundred and fifty thousand euros) by any means permitted by Portuguese Company Law, that members of the Board of Directors be authorised to hold positions on the Board of Directors of companies in which the proponent company holds, directly or indirectly, a controlling interest or in which a company holding a controlling interest in those companies holds, directly or indirectly, a controlling interest, under the terms and for the effects of the article 21 of the Portuguese Securities Code, without applying any restriction on their access to information under the terms and for the effects of paragraph 4 of Article 398 of Portuguese Company Law; and that members of the Statutory Governing Bodies be remunerated under conditions determined by the Shareholders Remuneration Committee. The information required by line (d) of paragraph 1 of Article 289 of Portuguese Company Law, is attached to this proposal. By the Board of Directors

6 ARTICLE 289.º OF THE PORTUGUESE COMPANY LAW March

7 BOARD OF THE SHAREHOLDERS GENERAL MEETING Chairman: JOÃO Augusto Esmeriz VIEIRA DE CASTRO Secretary: António AGOSTINHO CARDOSO da Conceição GUEDES 2

8 JOÃO Augusto Esmeriz VIEIRA DE CASTRO Born in Oporto in Education: - Degree in Law from the Faculdade de Direito da Universidade de Lisboa in 1959; - Member of the Portuguese Bar Association from 1964; Professional Curriculum: Lawyer until 31 December 2006 Offices Held in Other Companies - ACR Administração de Bens, Limitada (Partner and Manager) Is Chairman of the Board of the Shareholders General Meetings of the following companies: - Hemisfério, S.A., - Jerónimo Martins, SGPS, S.A., S.A., - Sogrape Investimentos, SGPS, S.A., - Sonae Indústria, SGPS, S.A., - Sonaecom, SGPS, S.A., Shares held in Sonaecom: Não é titular de quaisquer acções da Sonaecom, SGPS, S.A. 3

9 To Sonaecom, SGPS, S.A. Lugar do Espido, Via Norte Maia STATEMENT I, hereby declare, as required by law, that I do not incur in any of the incompatibilities envisaged in number 1 of article 414.º-A of the Company Law, nor I am involved in any circumstance 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. 23 March

10 António AGOSTINHO CARDOSO da Conceição GUEDES Born in 4 June 1961, in Porto. Academic Curriculum: - Degree in Law from Faculdade de Direito da Universidade Católica Portuguesa in 1985; - Master in Law (Civil Law) (Faculdade de Direito da Universidade de Coimbra 1998); - Ph.D in Civil Law (Faculdade de Direito da Universidade Católica Portuguesa 2005) - Mmeber of the Portuguese Bar Association from 1992; Professional Curriculum: - Teacher at Faculdade de Direito da Universidade Católica Portuguesa; - LegalAdviser; - Member of the Commercial Arbitration Center (Oporto Chamber of Commerce and Industry), and a former president of the National Evaluation Committee of the Portuguese Bar Association in

11 Has carried on during the past 5 years, or still carries on, the following activities: - Director of Escola do Porto da Faculdade de Direito da Universidade Católica Portuguesa; - Member of the Conselho Superior da Universidade Católica Portuguesa; - Member of Conselho Geral do Centro de Estudos Judiciários Shares held in Sonaecom: 1250 share of Sonaecom, SGPS, S.A. 6

12 To Sonaecom, SGPS, S.A. Lugar do Espido, Via Norte Maia STATEMENT I, hereby declare, as required by law, that I do not incur in any of the incompatibilities envisaged in number 1 of article 414.º-A of the Company Law, nor I am involved in any circumstance 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. 23 March

13 BOARD OF DIRECTORS Ângelo Gabriel Ribeirinho dos Santos Paupério António Bernardo Aranha da Gama Lobo Xavier António Sampaio e Mello David Charles Denholm Hobley Duarte Paulo Teixeira de Azevedo Frank Emmanuel Dangeard Gervais Gilles Pellissier Jean-François René Pontal Maria Cláudia Teixeira de Azevedo Miguel Nuno Santos Almeida Nuno Manuel Moniz Trigoso Jordão 8

14 ÂNGELO GABRIEL RIBEIRINHO DOS SANTOS PAUPÉRIO Personal Data Born: Porto Maried ACADEMIC CURRICULUM Degree in Engenharia Química pela École Politechnique Federal de Lausanne MBA - EGP UPBS (formerly designated ISEE). PROFESSIONAL CURRICULUM Deputy CEO of Sonae, SGPS Director of Sonae Investimentos, SGPS, S.A., MDS, SGPS, S.A. and Sonae Sierra, SGPS. 9

15 Deputy CEO of Sonae MC Modelo Continente, SGPS, S.A., Sonae Retalho Especializado, S.A. and Sonaerp Retailed Properties, S.A.. Invited Teacher of EGP-UPBS (ex. ISEE). Has carried on during the past 5 years, or still carries on, the following activities: Optimus Comunicações, S.A. (Chairman of the Board of Directors) PCJ Público, Comunicação e Jornalismo, S.A. (Chairman of the Board of Directors) Público Comunicação Social, S.A. (Chairman of the Board of Directors) Sonae Télécom, SGPS, S.A. (Chairman of the Board of Directors) Sonaecom BV (Member of the Board of Directors) Sonaecom Sistemas de Informação, SGPS, S.A. (Chairman of the Board of Directors) Sontária Empreendimentos Imobiliários, S.A. (Chairman of the Board of Directors) WeDo Consulting, Sistemas de Informação, S.A. (Chairman of the Board of Directors) Cooper Gay (Holdings) Limited (Member of the Board of Directors) MDS, SGPS, S.A. (Member of the Board of Directors) Sonae, SGPS, S.A. (Member of the Board of Directors) Sonae Center Serviços II, S.A. (Member of the Board of Directors) Sonae Investments, B.V. (Executive Director) Sonae Investimentos, SGPS, S.A (Member of the Board of Directors) Sonae MC Modelo Continente, SGPS, S.A. (Member of the Board of Directors) Sonaerp Retail Properties, S.A. (Member of the Board of Directors) Sonae Sierra, SGPS, S.A. (Member of the Board of Directors) Sonae Retalho Especializado, SGPS, S.A. (Member of the Board of Directors) Sontel B.V. (Executive Director) 10

16 Enxomil, SGPS, S.A. (Executive Director) Enxomil Sociedade Imobiliária, S.A. (Executive Director) Lapidar, SGPS, S.A. (Member of the Board of Directors) Love Letters Galeria de Arte, S.A. (Member of the Board of Directors) Shares held in Sonaecom: shares of Sonaecom 11

17 ANTÓNIO BERNARDO ARANHA DA GAMA LOBO XAVIER PERSONAL DATA: Born: Coimbra Date of Birth: Married ACADEMIC CURRICULUM Degree in Law Universidade de Coimbra Master in Economic Law by Universidade de Coimbra PROFESSIONAL CURRICULUM Partner and Member of the Board of Directors of the Law Firm Morais Leitão, Galvão Teles, Soares da Silva & Associados (MLGTS); Non Executive Director of BPI, SGPS, S.A., Non Executive Director of Riopele, S.A. 12

18 Non Executive Director of Mota-Engil. Has carried on during the past 5 years, or still carries on, the following activities: Optimus Comunicações S.A. (Member of the Board of Directors) PCJ Público, Comunicação e Jornalismo, S.A. (Member of the Board of Directors) Público, Comunicação Social, S.A. (Member of the Board of Directors) Sonaecom Sistemas de Informação, SGPS, S.A. (Member of the Board of Directors) MLGTS & Associados, Sociedade de Advogados (Partner and Member of the Board of Directors) BPI, SGPS, S.A. (Member of the Board of Directors) Mota-Engil, SGPS, S.A. (Member of the Board of Directors) Riopele, S.A. (Member of the Board of Directors) Shares held in Sonaecom: shares of Sonaecom 13

19 ANTÓNIO SAMPAIO E MELLO Personal Data Date of Birth ACADEMIC CURRICULUM Ph.D in Economy bu London Business School, MBA by Columbia University, EUA; Master in Economy by Columbia University, EUA; Degree in Engineering by Universidade Técnica de Lisboa. PROFESSIONAL CURRICULUM Finance Professor in University of Wisconsin-Madison; Executive Director of RiverRock Investors; Director of the Bank Robert Baird; Corporate Finance Director of Banco Comercial Português; 14

20 Investigator of Banco de Portugal; Executive Director of Finpro, SGPS; Member of the Board of Directors of Financial Management Association of EUA; Teatcher in MIT; Chairman of Social Sciences and Humanity Commission of Technological and Scientific National Organization. Has carried on during the past 5 years, or still carries on, the following activities: Nakoma Capital Management (Member of the Board of Directors) Shares held in Sonaecom: None. 15

21 DAVID HOBLEY PERSONAL DATA Date of Birth ACADEMIC CURRICULUM Fellow of the Institute of Chartered Accountants of England and Wales PROFESSIONAL CURRICULUM Deutsche Bank AG, London, Director; Director of several companies of Orange Group. Has carried on during the past 5 years, or still carries on, the following activities: Orange Brand Services Limited (Member of the Board of Directors) 16

22 Westgate Nominees Hall Limited (Member of the Board of Directors) Velti plc (Member of the Board of Directors) Still Standing Ltd (Member of the Board of Directors) Nectar Global Alpha Fund (Member of the Board of Directors) Incadea PLC (Member of the Board of Directors) Shares held in Sonaecom: None. 17

23 DUARTE PAULO TEIXEIRA DE AZEVEDO PERSONAL DATA BORN: Porto DATE OF BIRHT: Married ACADEMIC CURRICULUM Secondary Education Malvern College UK 1986 Graduation in Chemical Engineering - École Polytechnique de Lausanne 1989 MBA EGP - UPBS PROFESSIONAL CURRICULUM 1998 to 2000 CEO of Optimus Telecomunicações, S.A to 2011 CEO of Sonaecom, S.G.P.S., S.A. 18

24 Deputy CEO of Sonae, SGPS, SA From 2007 CEO of Sonae, SGPS, SA Chairman of Sonaecom, S.G.P.S., S.A. Has carried on during the past 5 years, or still carries on, the following activities: Efanor Investimentos, SGPS, S.A. (Member of the Board of Directors) Imparfin, SGPS, S.A. (Member of the Board of Directors) MDS, SGPS, S.A.(Chairman of the Board of Directors) Migracom, SGPS, S.A. (Chairman of the Board of Directors) Sonae Indústria, SGPS, S.A. (Member of the Board of Directors) Sonae Investimentos, SGPS, S.A. (Chairman of the Board of Directors) Sonae MC Modelo Continente, SGPS, S.A.( Chairman of the Board of Directors) Sonae, SGPS, S.A. (Member of the Board of Directors, CEO) Sonae Sierra, SGPS, S.A. (Member of the Board of Directors) Sonaegest, Sociedade Gestora de Fundos de Investimentos(Chairman of the Board of Directors) Sonaerp Retail Properties, S.A.( Chairman of the Board of Directors) Sonae Retalho Especializado, SGPS, S.A. (Chairman of the Board of Directors) ACÇÕES SONAECOM held by Migracom, SGPS, S.A. 19

25 FRANK EMMANUEL DANGÉARD PERSONAL DATA DATE OF BIRTH ACADEMIC CURRICULUM Degree in Economic Law by École dês Hautes Études Commerciales; Fulbright Scholar by Harvard Law School LLM; Fellow of the Harvard Law School; Degree by Institut d Études Politiques de Paris. PROFESSIONAL CURRICULUM Partner of Harcourt; Chairman and CEO of Thomson; Deputy CEO, Senior Executive of France Télécom; 20

26 Chairman of SBC Warburg France. Has carried on during the past 5 years, or still carries on, the following activities: Ing Direct, França (Member of the Advisory Council ) Oger Télécom, Dubai (Member of the Board of Directors) Shares held in Sonaecom: None. 21

27 GERVAIS GILLE PELISSIER PERSONAL DATA DATE OF BIRTH ACADEMIC CURRICULUM Degree in Law by Université Paris XI; (International Management Berkeley University and University of Cologne). PROFESSIONAL CURRICULUM Deputy CEO of France Télécom - Orange. Has carried on during the past 5 years, or still carries on, the following activities: France Télécom Espanha (Member of the Board of Directors) 22

28 Mobistar (Member of the Board of Directors) Studio 37 (Member of the Board of Directors) Shares held in Sonaecom: None. 23

29 JEAN FRANÇOIS PONTAL PERSONAL DATA DATE OF BIRTH ACADEMIC CURRICULUM Degree in Engineering by Centre d'études Supérieures des Techniques Industrielles, em França. PROFESSIONAL CURRICULUM CEO OF the Spanish subsidiary Carrefour PRYCA; Member of the Board of Directors of Carrefour; Deputy CEO of group Mass Market Products & Services of France Telecom; CEO of Orange. 24

30 Has carried on during the past 5 years, or still carries on, the following activities: Ing Direct, França (Member of the Advisory Council) Oger Télécom, Dubai (Member of the Board of Directors) Shares held in Sonaecom: None. 25

31 MARIA CLÁUDIA TEIXEIRA DE AZEVEDO PERSONAL DATA Date of Birth ACADEMIC CURRICULUM Degree in Mangement by Universidade Católica da Universidade do Porto MBA by INSEAD (Fontainebleau). PROFESSIONAL CURRICULUM Member of the Board of Directors of Efanor Investimentos, SGPS, S.A.; Chairman of Efanor Serviços de Apoio à Gestão S.A.. Has carried on during the past 5 years, or still carries on, the following activities: 26

32 Digitmarket Sistemas de Informação, S.A. (Chairman of the Board of Directors) Lugares Virtuais, S.A. (Chairman of the Board of Directors) Mainroad Serviços de Tecnologias de Informação, S.A. (Chairman of the Board of Directors) Miauger Organização e Gestão de Leilões Electrónicos, S.A. (Chairman of the Board of Directors) PCJ Público, Comunicação, e Jornalismo, S.A.(Member of the Board of Directors) Público - Comunicação Social, S.A. (Member of the Board of Directors) Saphety Level Trusted Services, S.A. (Chairman of the Board of Directors) Optimus Comunicações, S.A.( Member of the Board of Directors) Sonae Telecom, SGPS, S.A.( Member of the Board of Directors) Sonaecom Sistemas de Informação, SGPS, S.A. (Member of the Board of Directors) Sonaecom Sistemas de Información Espana, S.L. (Director) Sontaria Empreendimentos Imobiliários, S.A.( Member of the Board of Directors) WeDo Consulting, Sistemas de Informação, S.A. (Member of the Board of Directors) WeDo Technologies Mexico, S. De R.L. De C.V. (Director) WeDo Technologies Egypt (Director) WeDo Technologies B.V. (Member of the Board of Directors) Cape Technologies Limited (Irlanda) (Member of the Board of Directors) WeDo Poland Sp. Z.o.o. (Gerente) WeDo Technologies Australia PTY Limited (Member of the Board of Directors) WeDo Technologies (UK) Limited (Member of the Board of Directors) WeDo Technologies Americas Inc.( Member of the Board of Directors) WeDo Technologies Chile, Spa (Member of the Board of Directors) WeDo Technologies Panama, S.A.( Chairman of the Board of Directors) WeDo Technologies Singapore Pte Ltd (Member of the Board of Directors) Praesidium Services Limited (Member of the Board of Directors) Efanor Serviços de Apoio à Gestão, S.A. (Chairman of the Board of Directors) 27

33 Efanor Investimentos SGPS, S.A. (Member of the Board of Directors) Fundação Belmiro de Azevedo (Member of the Board of Directors) Imparfin, SGPS, S.A. (Chairman of the Board of Directors) Linhacom, SGPS, S.A. (Chairman of the Board of Directors) Praça Foz Sociedade Imobiliária, S.A. (Member of the Board of Directors) Shares held in Sonaecom: (owned directly or owned by direct relatives) (held by Linhacom, SGPS, S.A.). 28

34 MIGUEL NUNO SANTOS ALMEIDA PERSONAL DATA DATE OF BIRTH ACADEMIC CURRICULUM Degree in Management by Universidade Católica da Universidade do Porto MBA by INSEAD (Fontainebleau). PROFESSIONAL CURRICULUM Optimus Comunicações, S.A. (Member of the Board of Directors, CEO) WeDo Consulting Sistemas de Informação, S.A. (Member of the Board of Directors) Sonaecom, Sistemas de Informação, SGPS, S.A. (Member of the Board of Directors) Sonaecom BV (Member of the Board of Directors) 29

35 Has carried on during the past 5 years, or still carries on, the following activities: Be Artis, Concepção, Construção e Gestão de Redes de Comunicações, S.A. (Chairman of the Board of Directors) Be Towering Gestão de Torres de Telecomunicações, S.A. (Chairman of the Board of Directors) Per-Mar, Sociedade de Construções, S.A. (Chairman of the Board of Directors) PCJ Público, Comunicação e Jornalismo, S.A. (Member of the Board of Directors) Público Comunicação Social, S.A. (Member of the Board of Directors) Sonae Télécom, SGPS, S.A. (Member of the Board of Directors) Shares held in Sonaecom: owned directly or owned by direct relatives. 30

36 NUNO MANUEL MONIZ TRIGOSO JORDÃO PERSONAL DATA Date of Birth ACADEMIC CURRICULUM Degree in Economics by ISCTE Universidade de Lisboa. PROFESSIONAL CURRICULUM Deputy CEO of Sonae, SGPS, S.A., Member of the Board of Directors of Sonae Investimentos, SGPS, S.A.; Sonaerp Retail Properties, S.A. Modelo Distribuição de Materiais de Construção. Has carried on during the past 5 years, or still carries on, the following activities: 31

37 Modelo Distribuição de Materiais de Construção, S.A. (Member of the Board of Directors) Sonae Investimentos, SGPS, S.A. (Member of the Board of Directors) Sonae, SGPS, S.A. (Member of Directors) Sonaerp Retail Properties, S.A. (Member of the Directors) Shares held in Sonaecom: None. 32

38 STATUTORY AUDIT BOARD Chairman: Arlindo Dias Duarte Silva Member: Armando Luís Vieira de Magalhães Member: Óscar José Alçada da Quinta Suplent: Jorge Manuel Felizes Morgado 33

39 Arlindo Dias Duarte Silva ACADEMIC CURRICULUM: - Degree in Economics ( ), by Faculdade de Economia do Porto. - Training courses OROC, Coopers & Lybrand ( 1985; -Auditoria), I.M.C./B.D.P. (1994; - Produtos Derivados ), F.E.P./Futop (1997; -Gestão Financeira Internacional) Has carried on during the past 5 years, or still carries on, the following activities: DMJB Consultadoria de Gestão, S.A. (ROC) Sonae SGPS, S.A. (Member of the Statutory Audit Board) Sonae Investimentos, SGPS, S.A. (Member of the Statutory Audit Board) Rochinvest Investimentos Imobiliários e Turísticos, S.A. (Member of the Statutory Audit Board) ALADI Associação Lavrense de Apoio ao Diminuído Intelectual Associação Cultural do Senhor do Padrão (Member of the Statutory Audit Board) Shares held in Sonaecom: ,00 shares of Sonaecom, SGPS, S.A. 34

40 To Sonaecom, SGPS, S.A. Lugar do Espido, Via Norte Maia STATEMENT I, hereby declare, as required by law, that I do not incur in any of the incompatibilities envisaged in number 1 of article 414.º-A of the Company Law, nor I am involved in any circumstance 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. 23 March

41 Armando Luís Vieira de Magalhães ACADEMIC CURRICULUM Degree in Economics by Universidade do Porto. EXECUTIVE MBA European Management pelo IESF/IFG. Has carried on during the past 5 years, or still carries on, the following activities: Sonae Capital, SGPS, S.A. (Member of the Statutory Audit Board) Sonae Indústria, SGPS, S.A. (Member of the Statutory Audit Board) Cargos em organizações não lucrativas: Fundação Eça de Queirós (Member of the Statutory Audit Board) Futebol Clube do Porto Futebol, S.A.D.; Porto Comercial Sociedade de Comercialização e Sponsorização, S.A.; Porto Estádio Gestão e Exploração de Equipamentos Desportivos, SA. (Membro do Conselho Fiscal) Shares held in Sonaecom: Não é titular de quaisquer acções da Sonaecom, SGPS, S.A. 36

42 To Sonaecom, SGPS, S.A. Lugar do Espido, Via Norte Maia STATEMENT I, hereby declare, as required by law, that I do not incur in any of the incompatibilities envisaged in number 1 of article 414.º-A of the Company Law, nor I am involved in any circumstance 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. 23 March

43 Óscar José Alçada da Quinta ACADEMIC CURRICULUM Degree in Economics by Universidade do Porto. Has carried on during the past 5 years, or still carries on, the following activities: BA GLASS I Serviços de Gestão e Investimentos, S.A. (Member of the Statutory Audit Board) Óscar Quinta, Canedo da Mota & Pires Fernandes, SROC (Member of the Statutory Audit Board) Sonae Investimentos, SGPS, S.A. (Member of the Statutory Audit Board) Caetano-Baviera-Comérico de Automóveis, S.A. (Member of the Statutory Audit Board) Shares held in Sonaecom: None. 38

44 To Sonaecom, SGPS, S.A. Lugar do Espido, Via Norte Maia STATEMENT I, hereby declare, as required by law, that I do not incur in any of the incompatibilities envisaged in number 1 of article 414.º-A of the Company Law, nor I am involved in any circumstance 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. 23 March

45 Jorge Manuel Felizes Morgado ACADEMIC CURRICULUM Degree in Economis by Universidade do Porto. Has carried on during the past 5 years, or still carries on, the following activities: Sonae Capital, SGPS, S.A. (Member of the Statutory Audit Board) Sonae Indústria, SGPS; S.A. (Member of the Statutory Audit Board) Sonae SGPS, S.A. (Member of the Statutory Audit Board) Sonae Sierra, S.A. (Member of the Statutory Audit Board) Shares held in Sonaecom: None. 40

46 To Sonaecom, SGPS, S.A. Lugar do Espido, Via Norte Maia STATEMENT I, hereby declare, as required by law, that I do not incur in any of the incompatibilities envisaged in number 1 of article 414.º-A of the Company Law, nor I am involved in any circumstance 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. 23 March

47 SHAREHOLDERS REMUNERATION COMMITTEE SONAE, SGPS, S.A. represented by Duarte Paulo Teixeira de Azevedo SONTEL, B.V. represented by Francisco de la Fuente Sanchez 42

48 DUARTE PAULO TEIXEIRA DE AZEVEDO PERSONAL DATA BORN: Porto DATE OF BIRHT: Married ACADEMIC CURRICULUM Secondary Education Malvern College UK 1986 Graduation in Chemical Engineering - École Polytechnique de Lausanne 1989 MBA EGP - UPBS PROFESSIONAL CURRICULUM 1998 to 2000 CEO of Optimus Telecomunicações, S.A to 2011 CEO of Sonaecom, S.G.P.S., S.A. Deputy CEO of Sonae, SGPS, SA From 2007 CEO of Sonae, SGPS, SA 43

49 Chairman of Sonaecom, S.G.P.S., S.A. Has carried on during the past 5 years, or still carries on, the following activities: Efanor Investimentos, SGPS, S.A. (Member of the Board of Directors) Imparfin, SGPS, S.A. (Member of the Board of Directors) MDS, SGPS, S.A.(Chairman of the Board of Directors) Migracom, SGPS, S.A. (Chairman of the Board of Directors) Sonae Indústria, SGPS, S.A. (Member of the Board of Directors) Sonae Investimentos, SGPS, S.A. (Chairman of the Board of Directors) Sonae MC Modelo Continente, SGPS, S.A.( Chairman of the Board of Directors) Sonae, SGPS, S.A. (Member of the Board of Directors, CEO) Sonae Sierra, SGPS, S.A. (Member of the Board of Directors) Sonaegest, Sociedade Gestora de Fundos de Investimentos(Chairman of the Board of Directors) Sonaerp Retail Properties, S.A.( Chairman of the Board of Directors) Sonae Retalho Especializado, SGPS, S.A. (Chairman of the Board of Directors) Shares held in Sonaecom: held by Migracom, SGPS, S.A. 44

50 FRANCISCO DE LA FUENTE SANCHEZ PERSONAL DATA Age: 69 Portuguese Citizen ACADEMIC CURRICULUM Graduation in Electro technical Engineering Instituto Superior Técnico (1965) PROFESSIONAL CURRICULUM In the EDP Group and Electrical Sector in Portugal: Chairman of EDP Foundation Advisor to the Board of Directors of EDP Electricidade de Portugal, SA Chairman of ELECPOR - Associação Portuguesa das Empresas do Sector Eléctrico Chairman of the Board of Directors of EDP - Energias de Portugal, SA 45

51 In the Electrical Sector outside Portugal: Since Honorary Chairman of Hidroeléctrica del Cantábrico, SA Board Member of Hidroeléctrica del Cantábrico, SA In Other Sectors: Since2010 Chairman of the Board of the Shareholders General Meeting of Iberwind Desenvolvimento e Projectos, SA Since Co-option member of Instituto Superior Técnico School Council Since Non Executive Chairman of the Board of Directors of EFACEC Capital - Member of Conselho Nacional da Água - Chairman of the General Council of PROFORUM - Member of the Consultative Council of the Department of Electro technical and Computer Engineering of Instituto Superior Técnico - Chairman of the National Council of the Electro technical Engineering Board of the Engineers Institute Since Member of the Patronage of Hidroeléctrica del Cantábrico Foundation - Member of the Consulting Council of the Competitiveness Forum Since Member of the Curators Council of the Luso-Brazilian Foundation Since Member of the Ibero American Forum Since Member of the Curators Council of the Luso-Spanish Foundation Chairman of the Corporate Governance Committee of the Supervisory Board of Millennium BCP Banco Comercial Português Membro do Conselho Geral e de Supervisão do Millennium BCP Banco Comercial Português Non Executive Vice-Chairman of the Board of Directors of Efacec Member of the Consultative Council of the Portuguese Institute of Corporate Governance Chairman of BCSD Portugal Business Council for Sustainable Development - Chairman of PROFORUM Associação para o Desenvolvimento da Engenharia Director of the Competitiveness Forum Member of the Consulting Council of APDC Associação Portuguesa para o Desenvolvimento das Comunicações 46

52 Non Executive Director of Portugal-África Foundation Member of the Superior Council of BCP Banco Comercial Português - Non Executive Chairman of the Board of Directors of ONI - Member of the General Council of AIP Associação Industrial Portuguesa Has carried on during the past 5 years, or still carries on, the following activities: Chairman of the Board of the Shareholders General Meeting of Iberwind Desenvolvimento e Projectos, SA Co-option member of Instituto Superior Técnico School Council Non Executive Chairman of the Board of Directors of EFACEC Capital Member of Conselho Nacional da Água Chairman of the General Council of PROFORUM Member of the Consultative Council of the Department of Electro technical and Computer Engineering of Instituto Superior Técnico Chairman of the National Council of the Electro technical Engineering Board of the Engineers Institute Member of the Patronage of Hidroeléctrica del Cantábrico Foundation Member of the Consulting Council of the Competitiveness Forum Honorary Chairman of Hidroeléctrica del Cantábrico, SA Member of the Curators Council of the Luso-Brazilian Foundation Member of the Ibero American Forum Member of the Curators Council of the Luso-Spanish Foundation Shares held in Sonaecom: None. 47

53 STATUTORY AUDIT BOARD OF SONAECOM, SGPS, S.A To the Chairman of the Board of the Shareholders General Meeting of SONAECOM, SGPS, S.A. Lugar do Espido, Via Norte, Maia Senhora da Hora, 23 March, 2012 Agenda Item no. 5 (Translation from the Portuguese Original) PROPOSAL Under the terms of Sub-paragraph b) of Paragraph 2 of Article 420 of Portuguese Company Law, the Statutory Audit Board has the responsibility to prepare a proposal to the Shareholders General Meeting in relation to the election of the Statutory External Auditor of the Company. In order to prepare this proposal, the Statutory Audit Board supervised a broad selection process which started in 2010, in which various selected leading national and international audit companies submitted proposals for the role of External Auditor. The decision making criteria, which were all set in advance, included experience in terms of expertise and competence of the candidates in the sectors of activity where Sonaecom operates, the competence, size and accessibility of the work team proposed, the methodology to be adopted, as well as the overall costs to be supported by the Company. Considering all of the above criteria and other factors relevant to the decision making process, the Statutory Audit Board decided to propose to the Shareholders General Meeting that the current Statutory External Auditor should be re-elected for the new mandate. The Statutory Audit Board firmly believe that the re-election of the same Statutory External Auditor, will not in any way put at risk the level of professionalism and independence that has been in evidence in their work to date.

54 STATUTORY AUDIT BOARD OF SONAECOM, SGPS, S.A We therefore propose for election as the Statutory External Auditor of the Company for the fouryear mandate starting in 2012 and ending in 2015: - Deloitte & Associados, SROC, represented by António Manuel Martins Amaral or by João Luís Falua Costa da Silva. The information required by Sub-paragraph (d) of Paragraph 1 of Article 289 of Portuguese Companies Law, is attached to this proposal. The Statutory Audit Board,

55 (Translation of a letter originally issued in Portuguese) Sonaecom SGPS, S.A. Lugar de Espido Via Norte Maia March 23, 2012 Dear Sirs: For the purpose of article 289º, number 1 paragraph 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 Sonaecom SGPS, 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 Manuel Martins Amaral and João Luís Falua Costa da Silva, as representatives of this entity. Yours faithfully Deloitte & Associados, SROC S.A. Represented by António Manuel Martins Amaral

56 Curriculum vitae Partner António Amaral Joined * ex-arthur Andersen, S.A. in 1989, in the Audit and Financial Consulting Division. His professional experience has been focused on audits of major industrial companies, public and private. Was promoted to Director in 1994 and to Partner in Qualified as Chartered Accountant in He is member of the Fiscal Board of several national companies. Currently, António is the responsible coordinator Director for audit projects, including multinational and public entities, such as: - Sonae - Mota /Engil - Cofina - Lactogal He is the responsible Partner for all the audit Project of Grupo Sonae, including all the work of international coordination of Deloitte Offices involved in this Project. He participated and lectured in several training courses in Portugal, Madrid and Chicago.

57 Contacts Phone Fax Education Graduated in Economics by Universidade Portucalense Infante D. Henrique Languages Portuguese, English and Spanish

58 Curriculum vitae João Costa da Silva Partner João joined the Audit Division of the former Arthur Andersen Portugal* in January 1987, was promoted to audit manager in 1990 and to Partner in He is qualified as a Certified Public Accountant since He is the Technology, Media & Telecommunications, Construction & Real Estate & Utilities group leader in Portugal. Throughout his professional career, João has acquired significant experience in providing audit and accounting services to national and multinational companies of different sizes in several industries, namely manufacturing, transportation, oil and gas and telecommunication companies in Portugal. His expertise includes due diligence and company valuations; financial consulting, financial audit and internal controls. João also assisted Portugal Telecom with IPO processes required as a foreign registrant on the New York Stock Exchange. His most representative Clients are presently: Nutrinveste Group Santogal Group Cimpor Groupl Repsol Portugal Portugal Telecom EPAL Denso Media Capital Group In previous years in Deloitte or in the partner audit practice of Arthur Andersen Portugal he was the audit partner of: Colgate Palmolive Sara Lee Corporation Nestle Group Siderurgia Nacional Globe Motors Bosch Group

59 Petrogal Group Tap Air Portugal Johnson Wax Tyco Sonae Group He was speaker at various seminars about financial, accounting and audit related issues. Contacts Tel Fax Education Graduated in Business Administration by the Instituto Superior de Economia e Gestão of Lisbon (ISEG). Languages Portuguese and English * Arthur Andersen, S.A., presently Deloitte as a result of an effective association of both firms since April 2002

60 SHAREHOLDERS REMUNERATION COMMITTEE SONAECOM, SGPS, S.A. (Translation from the Portuguese original) The Chairman of the Board of the Shareholders General Meeting SONAECOM, SGPS, S.A. Lugar do Espido, Via Norte Maia Senhora da Hora, 13 March 2012 Agenda Item no. 6 PROPOSAL Remuneration Policy adopted for the members of the Statutory Governing Bodies and for Persons Discharging Managerial Responsibilities ( Dirigentes ) The Shareholders Remuneration Committee proposes to the Shareholders General Meeting the approval, under the terms and for the purposes of number 1 of article 2 of Law 28/2009 of 19 June, that the Remuneration and Compensation Policy to be applied to the Company s Statutory Governing Bodies and to Persons Discharging Managerial Responsibilities ( Dirigentes ), as well as the Stock Plan Policy that will be applied by the Shareholders Remuneration Committee as follows: 1. Principles of the Remuneration and Compensation Policy for the members of the Statutory Governing Bodies and Persons Discharging Managerial Responsibilities: The Remuneration and Compensation Policy to be applied to the Statutory Governing Bodies and Persons Discharging Managerial Responsibilities ( Dirigentes ) complies with European Commission guidelines, Portuguese law and the recommendations of the Portuguese Securities Exchange Commission ( CMVM ) and is based on the understanding that initiative, competence and commitment are the essential foundations for delivering good performance, and that 1

61 SHAREHOLDERS REMUNERATION COMMITTEE SONAECOM, SGPS, S.A. Remuneration Policy should be aligned with the medium and long term interests of the Company, in order to achieve sustainability. When establishing the remuneration policy and setting remuneration levels a comparison is made with market benchmarks based on surveys carried out in Portugal and other main European markets, in particular those prepared by Mercer and the Hay Group. Comparisons are also made with companies included in the main Portuguese Stock Market Index (PSI 20). The Compensation Plans to be attributed to Executive Board Members are based on market studies covering the remuneration of Portuguese and European Top Executives, with the objective of establishing the fixed remuneration close to the market median and the total remuneration close to the third market quartile, in comparable circumstances. The fixed and variable remuneration of the Statutory Governing Bodies is decided by the Shareholders Remuneration Committee in coordination with the Board Nomination and Remuneration Committee. The fixed component of remuneration is aligned, through the use of ranges, with market standards, which are benchmarked to equivalent practice at comparable companies. The variable component of the remuneration awarded to Executive Directors, is subject to maximum percentage limits and is determined by performance criteria, which are pre-established and measurable performance indicators agreed with each executive directors for each financial year. The variable component of the remuneration is assessed by evaluating performance using a set of performance indicators. These include both business indicators mainly of an economical and financial nature ( Key Performance Indicators of Business Activity (Business KPIs)), and individual indicators, which may be either quantified or unquantified performance indicators ( Key Personal Performance Indicators (Personal KPIs)). The content of the performance indicators and their specific weight in determining actual remuneration awarded, ensure the alignment of the Executive Directors with the strategic objectives defined and compliance with the laws that apply to the Company s activities. The variable component of the remuneration to be awarded is based on an assessment of individual performance which is made by the Shareholders Remuneration Committee in coordination with the Board Nomination and Remuneration Committee. This assessment takes place after the results of the Company are known. Therefore, for each financial year, an evaluation is made of business activity and of the performance and individual contributions to the collective success, which directly impact the awards of the fixed and variable components of the remuneration package of each Executive Director. For each financial year, at least fifty per cent of the value of the variable remuneration awarded to an Executive Director, as a result of the evaluation of individual and company performances, is 2

62 SHAREHOLDERS REMUNERATION COMMITTEE SONAECOM, SGPS, S.A. deferred for a period of three years. This deferred component of variable remuneration (the Medium Term Performance Bonus or MPTB ) is linked to the evolution of the share price under the Plan to grant Sonae shares (the Medium Term Incentive Plan or MTIP ), under the terms of the respective Regulation, which is attached as an Appendix to this Proposal. In applying the Remuneration Policy and Compensation Policy consideration is given to roles and responsibilities performed in affiliated companies. The Company s Remuneration and Compensation Policy incorporates the principle of not paying any compensation to members of the Board of Directors or to members of other statutory governing bodies, in relation to the termination of a mandate, whether such termination is at the end of the respective mandate or there is an early termination for any reason or on any basis, without prejudice to the Company s obligation to comply with the applicable law. The Remuneration and Compensation Policy does not include any benefits, in particular retirement benefits, payable to the members of Statutory Governing Bodies and other Persons Discharging Managerial Responsibilities. In order to ensure the effectiveness and transparency of the aims of the Remuneration and Compensation Policy, the Executive Directors: - Have not, and will not, enter into any agreements with the Company or any third parties that have the effect of mitigating the risk inherent in the variability of their remuneration awarded by the Company; - Have not, in the 2011 financial year, corresponding to the end of the mandate, nor should they sell during the new mandate, company shares that may be attributed under the Medium Term Incentive Plan up to a limit of two and half 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 these 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 Board Members (EDs) We propose that the compensation policy for the Executive Members of our Board of Directors (EDs) should follow the policy adopted for all other Sonaecom senior managers, which includes two components: (i) a fixed component, which includes an Annual Salary (salaries are paid 14 times per annum in Portugal), an Annual Responsibility Allowance (with reference to the period 3

63 SHAREHOLDERS REMUNERATION COMMITTEE SONAECOM, SGPS, S.A. of one year), these values being paid in monthly instalments, and a package of benefits linked to their level of responsibility, (ii) a variable component that includes (a) a Short Term Variable component, which is paid during the first quarter of the following year, and (b) a discretionary additional variable component, attributable on 10 March of the following year, as a deferred performance bonus under Sonaecom s Share Plan and its applicable regulation which vests on the third anniversary of the attribution date. (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 remuneration is designed to motivate 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. Variable remuneration is awarded after the annual accounts are closed and after their performance evaluation has been completed. As the amount of the award is subject to the accomplishment of objectives, there is no guarantee that any payment will be made. (a) The Short Term Variable Bonus shall be aimed at rewarding the achievement of certain predefined annual objectives, which are linked to both Key Performance Indicators of Business Activity (Business KPIs) and Personal Key Performance Indicators (Personal KPI s). The target amounts attributed will be based on a percentage of the fixed component of the compensation package, which will range between 33% and 60%, depending on the ED s Management Level. Business KPIs, which include economic and financial indicators, will be based on approved budgets, share price performance, individual business unit performance as well as the performance of our Group as a whole, will derive 70% of the Short Term Variable Bonus, and are objective indicators. The remaining 30% of the Short Term Variable Bonus will derive from Personal KPI s, which include both objective and subjective indicators. Actual amounts paid will be based on the real performance achieved or assessed and can represent anything from 0% to 148% of the target amount attributed; (b) The Medium Term Incentive Plan will be aimed at rewarding the loyalty of EDs to the Company, aligning their interests with shareholders, and increasing their awareness of the importance of their performance to the overall success of our organisation, including the future 4

64 SHAREHOLDERS REMUNERATION COMMITTEE SONAECOM, SGPS, S.A. evolution of our share price and the Total Share Return delivered to our shareholders, as well as rewarding their continuing contribution to the positive performance of our organisation over the vesting period of the Plan. The terms under which EDs will be awarded a Medium Term Performance Bonus, under our Medium Term Incentive Plan, are the following: The target Medium Term Performance Bonus is attributed at the beginning of each year, normally representing 100% of the target Short Term Variable Bonus for the same year; On 10 March of the following year, based on the % of achievement of the KPIs used for the Medium Term Performance Bonus, aimed at measuring shareholder value created over the medium term, the target value is increased or reduced and the resulting value is converted into equivalent shares by dividing by the average stock exchange price (Euronext Lisbon) over the last 30 trading sessions. These shares, or the equivalent value in cash, are delivered after a deferral period of 3 years. This delivery depends on the overall continuing success of the Company during this period, measured in accordance with the objectives set by the Shareholders Remuneration Committee for each period of three years. However, should dividends be distributed, the nominal value of the shares altered, or the share capital be changed, during the deferral period, the initial number of shares under the Medium Term Incentive Plan will be altered to reflect the effects of the above changes in order for the Plan to be aligned with the Total Share Return achieved. This linkage is based on Sonaecom shares but a component, representing up to 40% of the overall value, is linked to Sonae, SGPS shares. At the vesting date, shares are only delivered if the criterion for continuing positive performance of the company, mentioned above, is met, and payment is made by delivering shares at a discount that can vary between 90% and 100%, although Sonaecom retains an option to pay an equivalent value in cash. In the Appendix attached to this proposal, more detail is given about the Plan. Non-Executive Board Members The remuneration of the Non-Executive Directors (NEDs) shall be based on market comparables, and be structured as follows: (1) a Fixed Remuneration (of which approximately 15% depends on attendance at Board of Directors and Board Nomination and Remuneration and Board Audit and Finance Committee meetings); (2) an Annual Responsibility Allowance. Fixed Remuneration may be increased by up to 6% for those NEDs serving as Chairman of any Board Committee. No variable remuneration of any kind is paid to NEDs. 5

65 SHAREHOLDERS REMUNERATION COMMITTEE SONAECOM, SGPS, S.A. Statutory Audit Board 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 in accordance with normal fee levels for similar services, benchmarked against the market, under the supervision of the Statutory Audit Board in coordination with the Board Audit and Finance Committee. Persons Discharging Managerial Responsibilities ( Dirigentes ) Under the terms of paragraph 3 of article 248.ºB of the Portuguese Securities Code, in addition to the members of the Statutory Governing Bodies referred above, the individuals who have regular access to inside information and participate in the management and strategic decisions of the Company ( Dirigentes ), are also covered by this policy document The Shareholders Remuneration Committee proposes that the remuneration policy applicable to Dirigentes should follow the policy adopted for all other employees with similar responsibilities, without any additional benefits, apart from those, deriving from their respective Sonaecom Management Level. Therefore, we propose that the compensation policy for the Dirigentes is made up of two components: (i) a fixed component, which includes an Annual Salary (salaries are paid 14 times per annum in Portugal) and a package of benefits linked to level of responsibility, (ii) a variable component, which includes two parts (a) Short Term Variable Bonus, which is paid during the first quarter of the following year (which may be paid in cash, retirement pension contributions, profit sharing, or by the award of shares at a discount); and (b) a discretionary variable component, attributable on 10 March of the following year, as a deferred performance bonus under Sonaecom s Medium Term Incentive Plan, which vests on the third anniversary of the attribution date. The Board of Directors, after consulting the BNRC, may propose to the shareholders that distribution out of the results of the company is made to employees. 3. Share Plan Policy and Regulation to be applied by the Compensation Committee The full Policy Regulation of the Share Plan to be applied by the Compensation Committee is attached to this proposal. 4. Compliance with Recommendation of CMVM II.1.5.2: 6

66 SHAREHOLDERS REMUNERATION COMMITTEE SONAECOM, SGPS, S.A. As required by the above recommendation, we hereby confirm that: (i) The entities considered as comparables to determine our remuneration levels are those mentioned in point 1 above; (ii) No payments were made to Directors of the company as a result of dismissal or loss of office On behalf of the Shareholders Remuneration Committee, Duarte Paulo Teixeira de Azevedo Francisco de La Fuente Sánchez 7

67 SONAECOM: Medium Term Incentive Plan ( MTIP ) 1. OBJECTIVE The MTIP is designed to align the interests of employees and Executive Directors with the success of Sonaecom, reinforcing their engagement and the perception of the impact of their performance on the success of Sonaecom, which is reflected by the price of the share. The MTIP is applicable to all Sonaecom Group companies, with the exception of WeDo Consulting Sistemas de Informação, S.A. which has adopted its own specific incentive plan. For Público Comunicação Social, S.A. and the companies it owns, the attribution rules are more restricted than those described below and this is not expected to change. 2. GENERAL TERMS OF THE MEDIUM TERM INCENTIVE PLAN (MTIP) The MTIP is subject to the eligibility rules described in this document. The general terms of the MTIP and any significant amendments thereto are reviewed by the Shareholders Remuneration Committee and then approved by shareholders at a Shareholders General Meeting, based on a proposal submitted by the Board of Directors, after the Board has taken advice from the Board Nomination and Remuneration Committee ( BNRC ). The participation in the MTIP of the members of Sonaecom s Executive Committee (ExCom) is approved by the Shareholders Remuneration Committee ( Comissão de Vencimentos ), in line with the Group s Remuneration Policy, which is approved by shareholders at a Shareholders General Meeting. The participation of other Senior Executives is approved, annually, by the Sonaecom ExCom. 3. ELIGIBILITY All Sonaecom employees at Sonaecom Management Levels ( Grupo Funcional or GF ) GF1 to GF6 are eligible to be awarded a Medium Term Performance Bonus under the MTIP, provided that they held Management Level GF6 or higher, on 31 December of the respective performance year. Classification as Management Level GF6, on recruitment or by promotion, does not automatically give entitlement to the award of a MTPB. Any decisions to make an award, including the value awarded (which is calculated as a percentage of the individual annual fixed remuneration), should take into account the total variation in the compensation package of each employee that results. It is recommended that, for the first MTPB awarded, the value should be equal or lower than 50% of the maximum value recommended for the same Management Level (see Table 2 below). 4. DEFINITION OF REFERENCE VALUES FOR THE MTPB AND COMPOSITION OF THE STANDARD SHARE PACKAGES 1

68 SONAECOM: Medium Term Incentive Plan ( MTIP ) 4.1. The MTPB reference values for officers and employees with Management Levels GF1,and GF2 (see Table 1 below) is based on a percentage of their total Target Performance Bonuses (Short Term + Medium Term), which is defined on an individual basis, taking into account their level of qualification and the structure of their compensation package. This is also linked to the achievement of individual Key Performance Indicators (KPIs) and is approved: - For ExCom members (Management Levels GF1 and GF2): by the Shareholders Remuneration Committee of Sonaecom, based on proposals submitted by the BNRC; and - For Management Level GF3 by the Chairman of the Board of Directors, based on proposals submitted by Sonaecom ExCom; The decision making bodies above may decide to alter the value of individual MTPBs to be awarded should the value be considered to be no longer appropriate. Sonaecom Management Level Reference Values for MTIP 1 (% of Total Target Performance Bonus) Composition of Share Package Sonae SGPS Shares Composition of Share Package Sonaecom SGPS Shares Executive Directors GF1 Up to 50% 40% 60% GF2 Up to 50% 30% 70% Other Employees GF2 GF2 100% Table 1 Reference values for the MTIP and composition of the standard share package The value of the MTIP may alter over the period between the award date and the vesting date, as it is linked to a standard share package and to the Total Shareholder Return ( TSR ) of the respective Sonae SGPS and Sonaecom SGPS shares. The percentage of shares of each company which make up the standard share package is set out in Table 1 above. Vesting is dependent on the overall continuing success of the company during the 3 year vesting period, measured in accordance with the objectives set by the Shareholders Remuneration Committee for each period of three years For employees with Management Levels GF3, GF4, GF5 and GF6, the MTIP reference values are based on a percentage of the Annual fixed remuneration, which is defined on an individual basis, taking into account their level of qualification and the structure of their compensation package. This is also linked to the performance of individual Key Performance Indicators (KPIs) to be approved by Sonaecom ExCom. The MTIP reference values, for employees who have a monthly performance bonus ( commission - comissão ), should take into account the following: a) total commissions received on an annual basis; b) compatibility of this value, in light of the minimum and maximum STPB values awarded for other employees with the same Management Level. When the annual commissions awarded are outside the above range, the company may decide to adjust them. 1 For members of the Board of Directors, the reference values for the MTIP, must be at least 50% of the total target performance Bonus 2

69 SONAECOM: Medium Term Incentive Plan ( MTIP ) Sonaecom Management Level Reference Values for MTIP ( % of Annual fixed remuneration) GF3 Up to 65% GF4 Up to 60% GF5 Up to 50% GF6 Up to 45% Table 2 Reference values for the award of the MTIP 4.3. Duration of the MTIP The MTIP plans are established annually and each plan has a three year term. As from the award date of the third consecutive plan, 3 plans with be open at the same time Valuation of MTIP The MTIP is valued at the award date, based on the listed share prices in Portugal of the shares that make up the respective share package. In the case of Sonae SGPS shares, the most favourable of the following prices is used: (i) the closing price on the first working day after the company s Shareholders' Annual General Meeting; or (ii) the average of the closing prices of the last 30 trading sessions, before the Annual General Meeting. For Sonaecom shares, the value is calculated by dividing the average of the closing prices of the last 30 trading sessions, before the award date. The number of shares to be delivered is determined by dividing the MTIP value by the share price calculated at the award date (see previous paragraph). The resulting number of shares may be acquired by the beneficiaries at a discount to be defined by the company on the third anniversary of the award date. Should dividends be distributed, or the nominal value of the shares altered, or the share capital of the respective company be changed, the number of shares under the Plan will be altered so that the number of shares, after taking account of the effects of the above changes, will remain equivalent, as a result of these changes, to the initial number of shares. 3

70 SONAECOM: Medium Term Incentive Plan ( MTIP ) 4.5. Vesting of the MTIP At the vesting date of the MTIP, the company that awarded the MTIP retains the right to pay the cash equivalent to the value of the shares at that date, rather than deliver actual shares, provided that the Shareholding and Retention Policy described below is complied with, when applicable Share Holding & Retention Policy The following Shareholding and Retention Policy ( SH&R Policy ) is applicable to the members of Sonaecom s Board of Directors and to other members of the ExCom (covering Management Levels: GF1 and GF2), but only in relation to the Sonaecom shares included in their MTIP share packages: Each GF1 or GF2 is required to retain 50% of the shares delivered on the vesting of each Plan until they hold, on an accumulated basis, a total number of shares that is equivalent to the value of 2 annual fixed salaries. The requirement to retain shares ends as soon as the respective manager holds, on an accumulated basis, a total number of shares that meets the agreed shareholding requirement, either by retaining MTIP shares awarded by Sonaecom or by acquiring shares in their individual name. The inclusion of the latter shares is optional and is of the exclusive decision of each manager, who, in this case, should inform the Company of this intent and provide the respective share information. For this purpose, the annual fixed salary is the monthly base remuneration paid 14 times a year; The SH&R Policy was applied on a transitional basis to the 2004 Plan ( ) and 2005 Plan ( ) with a share retention level of 20% of the shares attributed under each Plan. The 2006 Plan ( ), although already awarded at the date of implementation of this regulation, will be subject to a share retention level of 50%. The SH&R Policy, which is only applicable to Management Levels GF1 and GF2, is to be managed by the individuals involved and will be monitored by Human Resources ( DRH ) and Accounting & Administrative ( DAF ) departments. 5. Termination of the MTIP The right to a MTIP ceases when an employee is no longer an officer or employee of Sonae SGPS, or any company that represents the sub-holding where they work, or any other company directly or indirectly affiliated with either of the above. Exceptionally, the relevant decision making bodies, may decide to continue the MTIP until its vesting date or to pay out the MTIP, based on the market value of the shares at that time. 4

71 SONAECOM: Medium Term Incentive Plan ( MTIP ) In the event of death or permanent disability, the MTIP is valued at current market prices of the shares and the equivalent value in cash will be paid to the employee or to his or her legal heirs. On retirement, rights to a MTIP are retained and vest on the normal vesting date. 5

72 SONTEL B.V. Claude Debussylaan MD Amsterdam P.O. Box GB Amsterdam The Netherlands Tel: Fax: To the Chairman of the Board of the Shareholders General Meeting of SONAECOM, SGPS, S.A. Lugar do Espido, Via Norte, Maia Senhora da Hora, 23 March, 2012 (Translation from the Portuguese Original) Agenda Item no. 7 Proposal We propose that the compensation policy to be adopted during the mandate beginning in 2012 and ending in 2015, in relation to the members of the Shareholders Remuneration Committee of the Company, be based on the payment of an annual fixed fee of 5.000,00 Euros to each of the Committee s members, unless they serve on the Statutory Governing Bodies of the Company or of any affiliated company within the same Group, or receive fees as members of a Shareholders Remuneration Committee of any affiliated company within the same Group, in which case no compensation will be payable. On behalf of the Board of Directors, Chamber of Commerce, Amsterdam No

73 To The Chairman of the Board of the Shareholders General Meeting SONAECOM, SGPS, S.A. Lugar do Espido, Via Norte, Maia Senhora da Hora, 23 March, 2012 (Translation from the Portuguese Original) Proposal no. 8 We propose that approval be granted to the Board of Directors to: a) purchase own shares on the regulated market, or over the counter if the seller is a company directly or indirectly controlled by this Company, over the next 18 months and up to the limit, when consolidated with any shares purchased by companies directly or indirectly controlled by this Company, of 10% set out in Paragraph 2 of Article 317 of Portuguese Company Law, for a price per share not lower than the average of the last 10 quoted share prices prior to the date of purchase, less 50%, and not higher than the average of the last 10 quoted prices prior to the date of purchase, plus 10%. b) sell on the regulated market, or over the counter if the buyer is a company directly or indirectly controlled by this Company, over the next 18 months and up to the limit permitted by Portuguese Company Law, a minimum of one hundred own shares, for a price per share not lower than the average of the last 10 quoted share prices prior to the date of sale, less 10% per share, but without restricting the implementation of any share sales or awards required to fulfill the Sonaecom Medium Term Incentive Plan. Furthermore, the Board of Directors shall have the power to decide if and when such transactions should be made, taking into consideration market conditions and the interests of the Company and its shareholders. Such transactions may include the sale or award of shares to Executive Members of the Board of Directors and employees of the Company or of companies controlled or jointly controlled, provided they strictly comply with the terms of the Sonaecom Medium Term Remuneration policy, previously approved by shareholders. On behalf of the Board of Directors,

74 To the Chairman of the Board of the Shareholders General Meeting SONAECOM, SGPS, S.A. Lugar do Espido, Via Norte, Maia Senhora da Hora, 23 March, 2012 (Translation from the Portuguese Original) Proposal no. 9 We propose that, under the terms of Paragraph 2 of Article 325-B of Portuguese Company Law, companies controlled, directly or indirectly, by this Company (as defined in Article 486 of Portuguese Company Law) are authorized to purchase and hold shares issued by this Company. Such shares are to be purchased in a regulated market, or over the counter, if the purchase is from this Company or from a company directly or indirectly controlled by this Company, over the next 18 months and up to the limit of 10%, when consolidated in this Company, for a price per share, not lower than the average share price of the last 10 trading sessions prior to the date of purchase, less 50%, and not higher than the average share price of the last 10 trading sessions prior to the date of purchase, plus 10% per share. The purchases authorised above, shall be carried out by the Board of Directors of the respective companies, taking into account their requirements, such as the sale or transfer of shares to Members of their Boards of Directors and to managers, as required by the remuneration policy they have adopted, and taking into consideration market conditions and the interests of the companies and their respective shareholders. On behalf of the Board of Directors,