Table of Contents CHAIRMAN S MESSAGE INTRODUCTION CORPORATE GOVERNANCE CONSOLIDATED MANAGEMENT REPORT THE GROUP S STRATEGIC PROFILE

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1 Annual Report 2004

2 Table of Contents 4 CHAIRMAN S MESSAGE INTRODUCTION THE GROUP S STRATEGIC PROFILE OPERATING AND FINANCIAL HIGHLIGHTS CORPORATE BODIES BUSINESSES AND OWNERSHIP STRUCTURE MANAGEMENT STRUCTURE CORPORATE GOVERNANCE DECLARATION OF COMPLIANCE DISCLOSURE OF INFORMATION EXERCISE OF SHAREHOLDER VOTING AND REPRESENTATION RIGHTS COMPANY RULES BOARD OF DIRECTORS CONSOLIDATED MANAGEMENT REPORT RELEVANT FACTS TO 2004 MACROECONOMIC ENVIRONMENT SECTORIAL ENVIRONMENT OVERVIEW OF THE GROUP S CONSOLIDATED ACTIVITY FOOD DISTRIBUTION - PORTUGAL FOOD DISTRIBUTION - POLAND MANUFACTURING REPRESENTATION AND MARKETING SERVICES HUMAN RESOURCES SIMPLIFICATION OF INTERNAL MANAGEMENT PROCESSES GROUP INVESTMENT PROGRAMME

3 2005 OUTLOOK EVENTS AFTER BALANCE SHEET DATE PROPOSED APPLICATION OF RESULTS CONSOLIDATED MANAGEMENT REPORT ANNEX FINANCIAL GLOSSARY CONTACTS SOCIAL RESPONSABILITY RELEVANT FACTS TO 2004 WHAT DOES CORPORATE SOCIAL RESPONSIBILITY MEAN FOR JERÓNIMO MARTINS? CORPORATE ETHICS HUMAN RESOURCES FOOD QUALITY AND SAFETY ENVIRONMENTAL MANAGEMENT PATRONAGE FREQUENTLY ASKED QUESTIONS CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AUDITOR S REPORT INDIVIDUAL FINANCIAL STATEMENTS MANAGEMENT REPORT FINANCIAL STATEMENTS NOTES TO INDIVIDUAL FINANCIAL STATEMENTS AUDITOR S REPORT

4 Chairman s Message Dear Shareholder In 2004 another step was taken in the construction of an increasingly strong Jerónimo Martins, prepared to face the future with confidence and determination. Following the restructuring process initiated in 2001, and remaining true to the guidelines then established, Jerónimo Martins pressed forward with the improvement of its governance structure: the number of members of the Board of Directors was increased to nine with the inclusion of two non executive members and the segmentation of functions of Chairman of the Board of Directors and Chief Executive Officer. I would like to share with you my satisfaction regarding the smoothness and total absence of conflict or friction in the implementation of this new structure, the way it was naturally accepted by all the Group s senior executive, and also the excellent institutional relations between the Board and the Executive Committee. The segregation of the functions of Chairman of the Board and Chief Executive Officer requires a clear and objective definition of each one s responsibilities, in order to avoid misunderstandings arising from potential overlaps. I firmly believe that the function of Chairman of the Board should lie in the definition of strategy and the outlining of medium and long term plans and not in their implementation, which should be the exclusive responsibility of the Executive Committee. Jointly with this organisational restructuring and the accomplishment of the plan established in mid-2001 to strengthen Jerónimo Martins balance sheet, a share capital increase by 150 million euros was successfully carried out at the end of the first half of 2004, with demand more than doubling supply. This capital increase was fully subscribed by our reference shareholders, who have thus shown their commitment to the Company and their confidence in the outlined strategy and in the way it has been implemented. This operation allowed the Group to reinforce its equity and hence improve its investment capacity, making it possible to embark on a new investment cycle both in national and international markets, accelerating the expansion programme in Poland and exploring new opportunities for growth in Eastern European markets. These results could not have been achieved without the active participation of all our stakeholders and, above all, our employees, who understood the challenge, faced by Jerónimo Martins and knew how to accept and overcome it. In my own name and on behalf of the Board of Directors, I would like to express my profound thanks and recognition of a job well done. From the operations standpoint, 2004 was equally rich in meaningful events for the Group s future development. This was the year that confirmed the winning strategy adopted by Pingo Doce in order to adapt to the new requirements of consumers and increasingly competitive markets. The enlargement of the European Union to 25 countries and the large number of Eastern European countries among new members, namely Poland, opened up new prospects of development for the region, in particular for the Biedronka retail stores chain. Being the leader of its segment in the Polish market, Biedronka has gained positive ground in the past seven years and continues to grow at a good but safe pace. In the manufacturing area, despite a performance that did not quite reach the levels to which we were accustomed, namely in detergents, I would like to stress the integration of Bestfoods in the joint venture, a move that will propel the growth of the Jerónimo Martins Group in a major business area and reinforce its position as one of the largest companies in the Portuguese food manufacturing market. This moment was taken advantaged of by the Group to restructure its position in the joint venture that will adjust from a 60% stake in FimaVG business to a 51% interest in the entire business of FimaVG/Bestfoods. The participations held in LeverElida and IgloOlá remain unchanged. For the next year we anticipate a return to the pace of growth we were used to seeing in this group of companies. For all that happened in 2004 and although signs of an economic recovery are still weak, the Jerónimo Martins Group again has everything in place to initiate a new growth cycle, having already proven in the past it has the capacity and the financial and human resources to do so. The new licenses shortly to be granted in Portugal and the consolidation of the European Union s enlargement, while requiring the Group s close attention to new opportunities so as to take all possible advantages, also open up encouraging prospects for resuming the growth cycle in To achieve this goal, we rely on the support of our Shareholders and all our employees. The result of this restructuring and the best evidence that the steps taken were the right ones, despite the unfavourable economic conditions, is the 59% increase, to 92.5 million euros, in the consolidated net profit attributable to Jerónimo Martins and the fact that debt was reduced by more than 100 million euros, placing gearing at 108%. 4

5 Introduction

6 Table of Contents THE GROUP S STRATEGIC PROFILE 7 OPERATING AND FINANCIAL HIGHLIGHTS 9 CORPORATE BODIES 12 BUSINESS AND OWNERSHIP STRUCTURE 14 MANAGEMENT STRUCTURE 15

7 The Group s Strategic Profile Jerónimo Martins is a Portuguese Group of relevant size with turnover in 2004 of euro 3.5 billion, employing some 29 thousand people. Its international business accounts for 30% of sales and 41% of the workforce. The Group has a balanced business portfolio that combines the strength of the market positions held by the retail and wholesale operations in Portugal with the potential for growth of the Biedronka operation in Poland, and the maturity and ability to release cash flow from industrial assets held in partnership with Unilever. In Portugal, the Group operates three different formats, having a prominent position in Food Retail under the brands Pingo Doce (190 stores, and national leader in the supermarket format), Feira Nova (28 hypermarkets, with a strong nationwide presence) and Recheio (32 stores and 2 Food Service platforms, being the top cash & carry player in the country). In Poland, Biedronka is the undisputed leader in its format, with a clear advantage over the competition, both in number of stores and in brand awareness. In 2004 the chain reached 320 million purchasing acts and invoiced sales of one billion euros, closing the year with 725 stores. Jerónimo Martins is also the largest industrial Group in Portugal manufacturing fast moving consumer goods, through its joint venture with Unilever in FimaVG (food products), LeverElida (personal and home care) and IgloOlá (ice cream and frozen food), holding leadership positions in olive oil, margarine, ice tea, ice cream and fabrics cleaners, among others. The Group portfolio also includes Jerónimo Martins Distribuição de Produtos de Consumo, a Marketing and Distribution Services Company representing in Portugal international brands of fast moving food products and selective cosmetics, some of which are leaders of their segment; the specialised retail chain Hussel, with 17 chocolate and confectionery stores; and Jeronymo, with 14 specialised coffee retail shops. Historical Landmarks 1792 Jerónimo Martins opens a fine grocery store in Chiado, in downtown Lisbon Start-up of Fima plant (manufacturing table oils) Establishment of a joint venture with Unilever, in Portugal, to develop industrial know-how and enter the market of fast moving consumer goods. Initially including only Fima, the joint venture was subsequently extended to 1970 Lever (soap and detergents), Olá (ice cream) and Iglo (frozen products) Strong bet on the Food Distribution sector, with fast moving consumer goods (Pingo Doce supermarkets; Feira Nova hypermarkets; Recheio cash & carry; expansion of supermarkets to Madeira with Lidosol; and representation and marketing services, with JMD) and on Specialised Retail (Hussel chocolates and confectionery stores). Expansion achieved through organic growth and acquisitions, backed by strategic partnerships (Delhaize, for Pingo Doce; Ahold, succeeding Delhaize in Pingo Doce partnership and siding with Jerónimo Martins in the hypermarkets business; Booker, for Recheio; and Douglas, for Hussel) Jerónimo Martins is listed on the Stock Exchange and its shares enter a decade of consistent and considerable appreciation International expansion to Poland (hypermarkets, retail stores and cash & carry), Brazil (supermarkets) and the UK (sportswear chain). Diversification of the business portfolio into retail banking, under a joint venture with BCP, and participation in TMT (Oniway) Entry in to the Water and Tourism business Financial restructuring: the Group sells the businesses outside its core activity and reduces the level of indebtedness. Operating restructuring to capitalise on scale and synergies group-wide, simplify processes and cut costs, while 2002 simultaneously focusing the operating units on the commercial dynamics of their specific market segments Return to profits, pursuing management dynamics. 7

8 The Jerónimo Martins Group has been a pioneer in Portuguese corporate life at various levels: among other achievements, it was the first company in Food Distribution in Portugal to: adopt the International Accounting Standards/International Financial Reporting Standards (IAS/IFRS); implement a Business To Business (B2B) platform in supplier relations; initiate a certification process in Food Safety; and launch a Food Service platform. On the market side, the Group also came forward with innovative initiatives: it launched private labels to be carried throughout is various Food Retail companies maximising scale and supply and considerably increased the assortment of selected perishables, which are controlled at source and identified with each company s brand as a guarantee of Quality and Food Safety. Mission Jerónimo Martins is a Group with international projection that operates in food distribution and manufacturing with a view to satisfying the legitimate interests of its shareholders, as well as contributing to economic growth and to the sustained development of the regions where it operates. Within the scope of its mission, these are the Group s objectives: To promote maximum operating efficiency across all business areas so as to optimise the results generated through its financial, material and human resources; To guarantee customer loyalty and maximum satisfaction and to improve the quality of life of its customers through a firm commitment to innovation and the offer of the best quality/price ratio in its products and services; The renewal of Jerónimo Martins corporate identity carried out in 2004 demonstrates and symbolises the deep change that has been instigated in the Group. This renewed corporate identity embodies the new reality of Jerónimo Martins and the three core values that are key to its corporate culture and positioning vis-à-vis the market: 1. Rigour of Management, which ensures... an adequate analysis of macroeconomic, sector and market trends; the definition of strategic priorities and strategic course of action; that clear and demanding objectives are established and conveyed; an adequate control and correct critical assessment of results. 2. Permanent Innovation, which stimulates... a pioneering role in management processes and practices; dynamism and leadership in the market. 3. Transparent Policies, which promote... priority in the defence of shareholders interests; the Organisation s ethical conduct vis-à-vis all stakeholders; an objective assessment of the employees with regard to their performance and professional development; social responsibility as a strategic option; a bet on strategic partnerships in the markets and regions where it operates. Jerónimo Martins is, today, a solid and cohesive group, with a clear vision and an organisation focused on professional excellence, prepared to build another stage in its already long history, towards a stable, solid and long- -lasting future. To ensure that the entire Organisation acts to the highest standards of conduct and of social responsibility, building relationships of trust with all the Group s stakeholders; To conduct the business through dynamic and flexible organisations endowed with strong human capital, capable of allying accumulated experience and know- -how to the permanent need for change, and promoting continuous training and modern management practices to guarantee that the whole organisation is aligned to the strategic challenges and the activities that are true generators of value. Identity A long-standing benchmark in its sector of activity and in the market in general, Jerónimo Martins has a history that dates back more than 210 years, built upon a huge diversity of events, experiences and learning. This gives the Group its solidity and capacity for change that are mirrored in the strength and vitality for which it is renowned. 8

9 Operating and Financial Highlights Sales & Services 000,000 4,500 4,000 3, , ,509 1, , ,065 2,500 2,000 2,046 2,132 2,106 2,153 2,170 1,500 1, , Distribution Portugal 2,153 2,170 Distribution other Countries 982 1,065 Manufacturing, Services and Others Distribution Portugal Distribution other Countries Manufacturing, Services and Other Consolidated Sales 3,417 3,495 EBITDA and EBITA Margin Comparable* EBITDA and EBITA Margin 000,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 3, , , ,417 3, % 9% 8% 7% 6% 5% 4% 3% 2% 000,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 2, ,256 3,300 3,372 3, % 9% 8% 7% 6% 5% 4% 3% 2% 500 1% 500 1% % % Sales & Services EBITDA Margin EBITA Margin Sales & Services EBITDA Margin EBITA Margin *Excluding Sé, Águas, Turismo, Lilywhites, Jumbo, JM&M and Eurocash but Bakery and Diversey disposed in Pre-Tax ROIC 000,000 2,000 1,869 1,828 1,800 20% 18% Comparable* Pre-Tax ROIC 000,000 2,000 1,800 20% 18% 1,600 1,400 1,200 1,453 1,180 1,160 16% 14% 12% 1,600 1,400 1,200 1,286 1,262 1,190 1,169 1,160 16% 14% 12% 1,000 10% 1,000 10% 800 8% 800 8% 600 6% 600 6% 400 4% 400 4% 200 2% 200 2% % % Average OIC Average OIC EBITA Margin EBITA Margin ROIC ROIC *Excluding Sé, Águas, Turismo, Lilywhites, Jumbo, JM&M and Eurocash but Bakery and Diversey disposed in

10 Net Results and Cash Flow 000, , Net Results to JM Cash Flow No. Common shares 95,858, ,858,644 No. Own shares 171, ,800 Data per Share ( ) Net Results Cash Flow Share price (Ye) Net Results Cash Flow * * before minority interests Consolidated Balance Sheet 000, Debt Invested Capital 997,130 1,181,182 1,800 8 Financial Debt * 863, ,152 (Marketable securities and Bank deposits) -148, ,986 1,600 1,400 1,200 1,536 1, Net Debt 715, ,166 Minority Interest 205, ,581 Equity 76, ,435 1, Shareholders Funds 281, , Gearing 253.9% 107.6% Interest Cover Debt 0 * Including leasings and accured interest. Debt / EBITDA Debt / Equity Associates 20,000 19,410 18,328 18,079 17,823 17,031 15,000 10,000 5,000 12,384 8,174 11,811 7,560 12,643 10,045 11, No. Associates Year End 27,868 28,914 Average 28,185 27, Portugal Poland Brasil U.K. 10

11 4.9 Food Distribution Manufacturing Portugal Mainland Portugal Madeira Poland** Portugal Ownership Consolidation % /03 Pingo Doce Supermarkets (Leader) 51% I % , % 10.4% 10.1% Feira Nova Hypermarkets (3 rd player) 51% I % , % Recheio Cash & Carry (Leader) 100% I % 7.5% 7.5% , % Pingo Doce (Lidosol) Supermarkets 12 8, % 75,5% I % 8.5% 7.8% Recheio (J.G. Camacho) Cash & Carry 2 3, % Biedronka Retail Stores (Leader) 100% I 1, % 4.9% 4.4% , % Fima Margarine, Olive Oil, Seed Oil Ready to Drink Tea 60% P Lever Home Care & Personal Care 40% P % 14.4% 13.4% Iglo Olá Ice Cream & Frozen Food 26% P JMD Representation & Market Services 100% I Sales EBITDA Margin No. Stores Sales Area (sqm) Sales/ sqm* LFL % Consolidated 3, , % 8.7% 8.6% * in local currency ( 000) I - Integral ** excluding Eurocash P - Proportional Sales Sales/sqm 000, , Pingo Doce Feira Nova Hipers Feira Nova Mini-Hipers Recheio Biedronka 0 Pingo Doce* Feira Nova Hipers* Feira Nova M ini-hipers* Recheio* Biedronka** * 000 **PLN 000 Number of Stores and Sales Area EBITDA Margin % of Sales Pingo Doce sqm 150, , , , ,693 Feira Nova Hypers sqm 73,691 73,691 73,691 82,515 82,515 Feira Nova Mini-Hypers sqm 38,247 38,247 39,482 40,392 45,802 12% 10% 8% 6% 4% 2% 8.9% 10.3% 11.1% 10.1% 10.4% 2.5% 6.5% 6.5% 7.5% 7.5% 10.8% 10% 9.7% 7.8% 8.5% 3.3% 3.6% 4.4% 4.9% Recheio sqm 99, , , , ,580 0% Retalho Cash & Carry Madeira Biedronka Biedronka sqm 248, , , , ,751-2% -4% -2.7%

12 Corporate Bodies Election date: 15 April 2004 Composition of the Board of Directors elected for the mandate E. A. Soares dos Santos Chairman of the Board of Directors Aged 70 Chairman of the Group since February 1996 In 1957 joined Unilever. From 1964 to 1967 worked as Marketing Manager at Unilever Brazil. In 1968 joined the Board of Directors of Jerónimo Martins as Managing Director, combining this position with that of Jerónimo Martins representative in the joint venture with Unilever until Executive Members of the Board of Directors Pedro Manuel de Castro Soares dos Santos Responsible for Food Distribution Operations Aged 45 Member of the Executive Committee Executive Member of Jerónimo Martins Board of Directors since 1995 In 1983 joined the Pingo Doce Operations Division. In 1985 started working in the Sales and Marketing Department of Iglo. In 1990 was appointed Assistant Manager of Recheio Operations. In 1995 was appointed General Manager of Recheio. Between 1999 and 2000 was responsible for operations in Poland and Brazil. In 2001 assumed responsibility for food distribution operations in Portugal. Luís Maria Viana Palha da Silva CEO and Responsible for Financial Area (CFO) Aged 49 Business Management Degree Universidade Católica Portuguesa. Degree in Economics Instituto Superior de Economia e Gestão. Chief Executive Officer since 2004 Executive Member of Jerónimo Martins Board of Directors since 2001 Assistant Professor at the Universidade Católica Portuguesa from 1985 to From 1987 onwards appointed to Board of Directors of several Companies, namely Covina, SEFIS, EGF, CELBI, SOGEFI and IPE. Secretary of State for Trade from 1992 to Member of the Board of Directors of Cimpor from 1998 to José Manuel da Silveira e Castro Soares dos Santos Responsible for Industry and for Representation and Marketing Services Aged 42 Member of the Executive Committee Executive Member of Jerónimo Martins Board of Directors since 2004 Joined Unilever in 1987, where he held the following positions, among others: Head of Product (1990), Senior Brand Manager (1992), Member of the Board of Directors of Fima/Lever/Iglo (from 1995 to 2000, and again since 2002). While with Jerónimo Martins (1995 to 2001), he was Member of the Board of VMPS, JMDPC and Sé Supermercados. 12

13 Non executive Members of the Board of Directors of several Brazilian Companies, namely Monteiro Aranha, Masa- -Alsthom, Hochtief, Ericson, Telesp Celular, Axa Seguros, and worked as advisor to Group Espírito Santo. António Mendo Castel-Branco Borges Aged 56 Degree in Economics Universidade Técnica de Lisboa. PhD in Economics Stanford University. Non executive Member of Jerónimo Martins Board of Directors since 2001 In 1980 joins the INSEAD. Appointed Vice-Governor of the Bank of Portugal in 1990 and INSEAD Dean in Taught at Universidade Católica de Lisboa and Stanford University. Advisor to the USA Department of Treasury, the OECD and the Portuguese Government. Held various positions on the Board of Citibank Portugal, Petrogal, Vista Alegre, Paribas and SONAE, among others. Vice Chairman of Goldman Sachs since Artur Eduardo Brochado dos Santos Silva Aged 63 Degree in Law - Universidade de Coimbra. Non executive Member of Jerónimo Martins Board of Directors since 2004 Manager of Banco Português do Atlântico from 1963 to Secretary of State of the Treasury from 1975 to Vice Governor of the Bank of Portugal from 1977 to Joined BPI in 1981, as Chairman until 1998 and as Chairman of the Board of Directors until Manuel Fernando Macedo de Alves Monteiro Hans Eggerstedt Aged 66 Degree in Economics University of Hamburg. Non executive Member of Jerónimo Martins Board of Directors since 2001 In 1964 joined and remained with Unilever. Among other positions, was Manager of Retail Operations and Ice Cream and Frozen Products in Germany, Chairman and CEO of Unilever Turkey, Regional Manager for Central and Eastern Europe, and Financial, Information and Technology Manager at Unilever. In 1985 was appointed member of the Board of Directors of Unilever N.V. and Unilever PLC, remaining in this post until Aged 47 Degree in Law - Universidade de Coimbra. Non Executive Member of Jerónimo Martins Board of Directors since 2004 Among the positions held during the nineties, was Managing Director of the Porto Stock Exchange and Derivatives Exchange; Member of the Board of Directors of Interbolsa; member of the Advisory Board of the Securities and Exchange Commission; Member of the National Council of the Securities and Exchange Market. From 2002 to 2003 was Chairman of the Board of Directors of Euronext Lisboa. Substitute Member of the Board of Directors: Álvaro Carlos Gonzalez Troncoso Single Auditor and External Auditor: Bernardes, Sismeiro & Associados, S.R.O.C., Lda. Palácio Sottomayor, Rua Sousa Martins, nº 1, 3, Lisboa Represented by: José Manuel de Oliveira Vitorino, R.O.C. Substitute Auditor: PricewaterhouseCoopers, S.R.O.C., Lda. Represented by: Jorge Manuel Santos Costa, R.O.C. Rui de Medeiros d`espiney Patrício Aged 72 Degree in Law Faculdade de Direito da Universidade de Lisboa. Non executive Member of Jerónimo Martins Board of Directors since 2001 Assistant Professor in Faculdade de Direito da Universidade de Lisboa from 1958 to Appointed Under-Secretary of State for Overseas Development in Minister of Foreign Affairs between 1970 and Vice Chairman of Monteiro Aranha Group from 1976 to Subsequently has been on Board of Directors Corporate Secretary: Henrique Soares dos Santos Substitute Secretary: Margarida Martins Ramalho Chairman of Shareholders General Meeting: José Manuel Dias Loureiro Secretary of Shareholders General Meeting: António Neto Alves 13

14 Businesses and Ownership Structure Business Structure DISTRIBUTION PORTUGAL POLAND Pingo Doce Feira Nova Recheio Biedronka Supermarkets Hypermarkets Cash & Carry Retail Stores MANUFACTURING PORTUGAL FimaVG LeverElida IgloOlá Margarine, Olive Oil, Seed Oil, Ready to Drink Home & Personal Care Ice Cream & Frozen Food JMD Agency & Marketing Services SERVICES PORTUGAL Caterplus Jeronymo Hussel Food Service Coffee Specialised Retail Specialised Retail - Sweets & Chocolates DISTRIBUTION 35% Feira Nova 100% Gestiretalho 65% 51% JMR 100% 100% Pingo Doce JG Camacho 50% Funchalgest 41,5% 50% 58,5% Lidosol II 100% Recheio C&C 100% Recheio JERÓNIMO MARTINS SGPS, S.A. 60% FimaVG 100% 100% Tand B.V. 100% JMD (Biedronka) MANUFACTURING & SERVICES Fima 100% Victor Guedes 40% LeverElida 100% Lever 26% IgloOlá 100% Iglo 100% JMDPC 49% 100% Caterplus Jeronymo 51% Hussel 50% PGJM 14

15 Management Structure Jerónimo Martins, SGPS, S.A. is the Group s Holding Company, integrating three separate business areas: Food Distribution, Manufacturing and Representation and Marketing Services. Food Distribution is divided by geographical areas of operation in Portugal and in Poland. In Portugal, the Business Divisions - Pingo Doce, Feira Nova, Madeira and Recheio are responsible for operations, category management, marketing and technical areas and are supported by management control and human resources managers, who report to the head of the business division and functionally to the respective areas in the Holding Company. The management structure is organised under a near- -matrix, with Business Divisions and Functional Divisions designed to maximise Group synergies in terms of scale, resources and know-how, and to ensure the requisite focus on the Consumer and on business formats. Complementing this, the Functional Divisions - Sourcing, Logistics, Quality Control, Financial and Information Systems - are grouped under Gestiretalho, a company that provides services to the Business Divisions in their respective areas of activity. The Business Divisions and the Functional Divisions are represented in the Distribution Executive Management Committee, a body that coordinates strategic decisions for Distribution in Portugal. and Information Systems - provide services to the business divisions in their respective areas of activity. The General Managers of the Business Divisions and the General Managers of the Functional Divisions are members of the National Conference, the body that is entitled to coordinate the strategic decisions for the various manufacturing businesses. The Representation and Marketing Services management structure is organised by business areas - JMD (which comprises the Food, Cosmetics and Caterplus divisions), Hussel and Jeronymo - all of which under the same General Management. Each business area is responsible for sales, customer service and marketing in the case of JMD, and for operations, marketing and purchases in the case of Hussel and Jeronymo. Logistics, Financial and Information Systems are Functional Areas that provide services to JMD, Hussel and Jeronymo and all report to the same General Management. That accumulates responsibility for Human Resources, along with the Functional Management of Human Resources in the Holding. Jerónimo Martins, SGPS, S.A. also includes a number of Functional Areas responsible for supporting and assisting the Executive Committee, the Board of Directors and all Group Companies on matters specific to each area - Human Resources, Development and Strategy, Planning and Control, Consolidation and Accounting, Internal Audit, Financial Operations and Risk Management, Fiscal Affairs, Legal Affairs, Communication and Security. Each of these Functional Management groups of the Holding is responsible for ensuring that there is consistency among the various objectives established. Their activity is described in a specific section in the chapter dedicated to Corporate Governance. In Poland, the head of the Business Division is responsible for category management, marketing, operations, technical, human resources, logistics, financial, quality control and information systems. In 2004 the organisation was decentralised, with some services being transferred to the regional business units. This permitted the productivity and efficiency of these services to be boosted while rationalising the organisation. The Manufacturing management structure also follows a near-matrix, being organised into Business Divisions and Functional Divisions, so as to maximise synergies in terms of resources and know-how and ensure the requisite focus on the Consumer. The Business Divisions - FimaVG, LeverElida and IgloOlá - are responsible for sales, marketing, production and quality control and are supported by management control and human resources managers, who report in line to the head of the business area and functionally to the respective Divisions Areas. The Functional Divisions - Human Resources, Supply Chain (which includes purchases, planning and logistics), Financial 15

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17 Corporate Governance

18 Table of Contents DECLARATION OF COMPLIANCE 19 DISCLOSURE OF INFORMATION COMPANY RULES 32 BOARD OF DIRECTORS 33 EXERCISE OF SHAREHOLDER VOTING AND REPRESENTATION RIGHTS

19 Declaration of Compliance The Company fully complies with the recommendations of the Securities and Exchange Commission on the Governance of Listed Companies. In 2004, it adapted its by-laws to comply with the recommendation concerning the deadline for blocking shares for shareholder participation in General Meetings and also introduced the use of ballot papers for submitting votes by mail at the last General Meeting. The Company admits that, in the light of the text in question, it may be understood that there has not been an adequate response to the recommendation concerning the individual discrimination of remuneration paid to the Members of the Board of Directors. In this respect, the Company maintains the view that there are other options for verifying the internal distribution of remuneration and assessing the relationship between the performance of each Company sector and the level of remuneration of the Members of the Board of Directors who are responsible for supervising these sectors. Such a requirement can be obtained by indicating the overall remuneration paid to the Executive Members, on the one hand, and the Non executive Members, on the other. In addition, the Board of Directors believes that the internal and external sensitivity that such a disclosure could cause in no way contributes towards improving the performance of the Board Members. Therefore, the recommendation has been adopted as far as remunerations in collective terms are concerned, and by discriminating the amounts paid to Executive Members and Non executive Members, with reference to both the fixed and variable parts. Disclosure of Information Organisational Structure and Distribution of Responsabilities The Jerónimo Martins Group is organised into three Business Areas (1) Food Distribution, (2) Manufacturing and (3) Representation and Marketing Services. The former, in its turn, is organised into two geographic areas and Operating Divisions. JERÓNIMO MARTINS SGPS, S.A. Functional Divisions Corporate Center Executive Officer of the Board Food Distribution Manufacturing Services Portugal Poland FimaVG IgloOlá LeverElida JMD Biedronka Food Stores Functional Directions Operational Support PGJM Hussel Caterplus Jeronymo Madeira Supermarkets Cash & Carry Pingo Doce Supermarkets Feira Nova Hypermarkets Recheio Cash & Carry Operating Divisions The organisational model of the Jerónimo Martins Group is aimed mainly at ensuring specialisation in the various Group businesses by creating geographical areas and Operating Divisions that guarantee necessary proximity to the different markets. The Food Distribution business is divided into geographical areas and currently has four Operating Divisions in Portugal 19

20 Pingo Doce (supermarkets), Feira Nova (hypermarkets), Recheio (cash & carry) and Madeira (supermarkets and cash & carry) and an Operating Division in Poland - Biedronka (food stores). The Manufacturing business comprises a joint venture between Unilever in the companies FimaVG (food products), LeverElida (personal and domestic hygiene) and IgloOlá (ice-cream and frozen products). The Representation and Marketing Services business includes Jerónimo Martins Distribuição de Produtos de Consumo (representation of fast-moving products and cosmetics), Caterplus (food service), Hussel (retail specialised in chocolates and confectionery), Jeronymo (retail specialised in coffee) and PGJM (mass market cosmetics). Functional Divisions of Operational Support The Functional Divisions at operational level ensure that Group synergies are maximised through the sharing of resources and functions across the relevant markets. In this way, organisational efficiency and the sharing of relevant skills and know-how are optimised. The Functional Divisions of Operational Support are: Sourcing, Logistics, Quality and Environmental Control, Financial and Information Systems. The Functional Divisions are responsible for providing services for the various operating divisions for distribution in Portugal, in accordance with the guidelines given by the Group s Holding Company. They are also responsible for ensuring uniformity of policies and procedures. Functional Divisions of the Holding GRUPO JERÓNIMO MARTINS Functional Divisions of Corporate Support Internal Audit Nuno Sereno Communication Ana Vidal Legal Affairs António Neto Alves Consolidation and Accounts António Pereira Development and Strategy Margarida Martins Ramalho Fiscal Affairs Rita Marques Financial Operations Conceição Tavares Planning and Control Ana Luísa Virginia Special Projects Francisco Martins Human Resources Inês Cavalleri Security Eduardo Dias Costa As the Holding Company of the Group, Jerónimo Martins SGPS, S.A. is responsible for ensuring consistency between the established objectives and the available resources. The Holding Company is responsible for: defining and implementing the development strategy of the Group s portfolio; strategic planning and control of the various businesses and maintaining their consistency with global objectives; defining financial policies and their respective control; defining Human Resources policies and taking direct responsibility for implementing the Management Development Policy. The Functional Divisions of the Holding give support to the corporate centre while simultaneously providing services to the Group s operating and functional divisions. They are organised in the following way: Legal Affairs Supervises the Group s corporate affairs and ensures the companies compliance with legal obligations. It assists the Board of Directors in preparing and negotiating contracts in which Jerónimo Martins is a party as well as leading the development and implementation of strategies aimed at protecting the Group s interests in the case of legal disputes and managing external counselling. In 2004, the Division focused its activities on monitoring the companies compliance with their obligations, in particular assisting in the operation of capital increase, as well as in the alteration of the by-laws decided at the last General Meeting. A significant part of its activity also involves supervising the Group s restructuring and expansion operations. Internal Audit Assesses the quality and efficiency of the internal control and risk control systems (operational and non-operational) established by the Board of Directors and ensures their compliance with the Group s Manuals of Procedures. It also guarantees full compliance with the 20

1. Profile and. Identity and Responsibilities

1. Profile and. Identity and Responsibilities 14 1. Profile and Structure Identity and Responsibilities Portfolio Jerónimo Martins is a Food Distribution Group, with market leadership positions in Poland and Portugal. In, the Jerónimo Martins Group

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