GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015

Transcription

1 GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PREVIOUS INFORMATION to the General Meeting pursuant to article 21º-C, paragraph c) of the Securities Code The share capital of Martifer - SGPS, S.A, fully subscribed and paid up, is of 50,000, (fifty million euros), represented by (one hundred million) ordinary shares, each with a par value of 0,50 (fifty cents). According to article 16.1 of the Articles of Association of Martifer - SGPS, S.A., each share carries one vote. Oliveira de Frades, 21 t of April of THE BOARD OF DIRECTORS,

2 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL REGARDING ITEM 1 OF THE AGENDA (To resolve upon the annual report and accounts for the year 2014) It is proposed: To resolve upon the annual report and accounts for the year Enclosed: Annual report and accounts for the year Oliveira de Frades, the 21 st of April, THE BOARD OF DIRECTORS,

3 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL REGARDING ITEM 2 OF THE AGENDA (To resolve upon the consolidated annual report and accounts for the year 2014 and appreciation of the Company s Corporate Governance Report regarding the year 2014) It is proposed: To resolve upon the consolidated annual report and accounts for the year 2014 and appreciation of the Company s Corporate Governance Report regarding the year Enclosed: Consolidated annual report and accounts for the year 2014 and the Company s Corporate Governance Report with regard to the year of Oliveira de Frades, the 21 st of April, 2015 THE BOARD OF DIRECTORS,

4 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL REGARDING ITEM 3 OF THE AGENDA (To resolve upon the proposal of allocation of year-end results) Considering that in the business year, that ended on the 31 st December of 2014, it was settled, as negative net result of the year, the amount of 121,612, (one hundred twenty one million, six hundred and twelve thousand, nine hundred and thirty one euros). The Board of Directors of Martifer - SGPS, S.A. proposes to the Shareholders General Meeting that the negative net result of the year, in the amount of 121,612, (one hundred twenty one million, six hundred and twelve thousand, nine hundred and thirty one euros), is allocated as past years results. Oliveira de Frades, 21 st of April, THE BOARD OF DIRECTORS,

5 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL REGARDING ITEM 4 OF THE AGENDA (To carry out the general appraisal of the management and supervision of the company) Considering: A) The completeness of the description of the company s activity in the distributed reports and the way how the notes to the accounts clarify their respective content; B) The activity of the Supervisory Board (which valuable contribution is manifest in its respective report) and of the Official Chartered Accountant, It is proposed That the General Meeting congratulates itself with the way the managing and supervising of the company were performed during the business year ended on the 31 st December 2014, expressing a confidence and an appraisal vote for the activity developed by those corporate bodies and by each of their members. Oliveira de Frades, the 21 st of April, 2015 THE PROPOSING SHAREHOLDER(S),

6 GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL IN CONNECTION TO ITEM 7 OF THE AGENDA (To resolve, in accordance with paragraph 4 of article 393 of the Portuguese Companies Code, upon the ratification of the the co-optation effected by the Board of Directors, at its meeting on January 6, 2015, of a new member of the Board of Directors in order to complete the current term of office) Considering: A) The resignation from the member of the Board of Directors of Martifer SGPS, SA submitted on January 6, 2015 by Mr. Mário Rui Rodrigues Matias; B) That pursuant Article 9, paragraph 10 of the Articles of Association, in the event of permanent vacancy of one member, the director shall be replaced under the terms of the applicable legislation; C) That, pursuant to Article 393, paragraph 3 of the Portuguese Companies Code, in the definitive absence of a director and in the absence of alternate directors, the Company shall proceed to the replacement of the director by co-optation; D) That the Board of Directors has resolved, in the Board of Directors MEETING held on January 6, 2015 and in accordance with article 393º, no. 3, b) of the Portuguese Companies Code, to co-opt Mr. Pedro Nuno Cardoso Abreu Moreira as Director of the company for the current term; E) The recognized professional and personal qualifications of the appointed director, F) The provisions of paragraph 4 of Article 393. of the Portuguese Companies Code, under which, the cooptation of a Board member should be submitted for ratification at the next general meeting. It is proposed: To ratify, pursuant paragraph 4 of Article 393 of the Portuguese Companies Code, the cooptation of Mr. Pedro Nuno Cardoso Abreu Moreira as Member of the Board of Directors. Oliveira de Frades, the 21 st of April, 2015 THE BOARD OF DIRECTORS,

7 MEMBER OF THE BOARD OF DIRECTORS WHOSE APPOINTMENT IS SUBMITTED TO THE RATIFICATION OF THE GENERAL MEETING OF SHAREHOLDERS OF MARTIFER - SGPS, SA OF MAY 14, 2015 PEDRO NUNO CARDOSO ABREU MOREIRA Professional Qualifications: Has a degree in Economics at Faculdade de Economia da Universidade do Porto (1999), and has been granted an Advanced Management Programme for Managers by Oporto Business School and an In- Company Executive Training Programme by AESE Business School. Activities: Has extensive international experience, initially being appointed to perform corporate financial coordination functions within Mota Engil Group's operations in Central Europe, Africa and Latin America; lived between 2008 and 2014 in Warsaw and Budapest, and was appointed to several board positions of the Mota-Engil Group's operations in Central Europe in the areas of Real Estate, PPP / PFI, M&A and Corporate Development. During this period was appointed as member of the Board of Directors at several companies within Mota Engil Group, notably Mota Engil Central Europe SA (Poland), Mota-Engil Real Estate Management (Holding Real Estate Central Europe), Mota Engil EC CZ (Czech Republic) Mota-Engil EC Slovakia (Slovakia), Mota-Engil Magyar (Hungary), Mota Engil EC RO (Romania)), Mota-Engil Brand Management (Netherlands), Mota-Engil Brand Development (Ireland). Executive member of the Board of Directors of Martifer - SGPS, SA, since January 6, Positions held within the Martifer Group: Member of the Board of Directors: MARTIFER - SGPS, S.A. MARTIFER METALLIC CONSTRUCTIONS SGPS, S.A. MARTIFER SOLAR SGPS, S.A. MARTIFER RENEWABLES SGPS, S.A.

8 MARTIFER ENERGY SYSTEMS SGPS, S.A. MARTIFER GLOBAL SGPS, S.A. MARTIFER - CONSTRUÇÕES METALOMECÂNICAS, S.A. MARTIFER ALUMÍNIOS, S.A. MARTIFER SOLAR, S.A. MARTIFER INOVAÇÃO E GESTÃO, S.A. NAVALRIA DOCAS, CONSTRUÇÕES E REPARAÇÕES NAVAIS S.A. MARTIFER GESTÃO DE INVESTIMENTOS, S.A. MARTIFER-AMAL S.A. GEBOX, S.A. NAGATEL VISEU, S.A. SOCIEDADE MADEIRAS DO VOUGA, S.A. Positions held in other companies outside the Group: He does not hold any position in companies outside the Group. Number of shares held in the Company: He does not hold shares of Martifer SGPS, SA

9 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL REGARDING ITEM 6 OF THE AGENDA (To resolve upon the proposal of election of the members of the General Meeting Board for the three year period ) Proposal of List of members of the General Meeting Board With respect to Item 6 (Election of the members of the General Meeting Board for the three year period ) of the agenda of shareholders general meeting of Martifer - SGPS, S.A. of 14th May 2015, the shareholders I M SGPS, S.A. and Mota-Engil SGPS, S.A. propose the following list of members of the General Meeting Board of Martifer - SGPS, S.A.: General Meeting Board Chairman Vice-Chairman Secretary José Joaquim Neiva Nunes de Oliveira Luis Leitão Marques Vale Lima Luis Neiva de Oliveira Nunes de Oliveira Names, professional qualifications, experience and positions held in Martifer and other companies over the last five years and the number of shares held in Martifer by the persons included on the proposal of Item 6 of the Agenda: Chairman of the General Meeting Board José Joaquim Neiva Nunes de Oliveira has a degree in Law by Universidade Católica Portuguesa (Porto), practicing law since 2005 (Partner at Nunes de Oliveira - Sociedade de Advogados, RL), mainly in the areas of civil, obligations and corporate law and mergers and acquisitions. Also practiced law in Macau between August 2006 and September Head of the Legal Department of Martifer SGPS, S.A. between July 2011 and December Company Secretary since July 2011 and during the term of office. Appointed as President and Secretary of the General Meeting of Shareholders in several companies in and outside Martifer SGPS, SA Group, until the end of He does not own any shares of Martifer SGPS, SA. Vice- Chairman of the General Meeting

10 Luis Leitão Marques Vale Lima has a law degree by the Universidade de Coimbra, doctoral student in Law with the Universidade Católica Portuguesa (Oporto). Practicing Law since 2004, mainly in the areas of tax and public law. Legal Counsel at the European Parliament for the area of International Trade between 2009 and 2012 and Director of the Legal Department of the Portuguese Health Regulatory Authority between 2012 and He does not own any shares of Martifer SGPS, SA. Secretary of the General Meeting Luis Neiva de Oliveira Nunes de Oliveira has a Law degree by the Universidade Católica Portuguesa (Porto) and a postgraduate degree in European Studies and Labor Law, Faculty of Law, by the Universidade de Coimbra. Practicing law since 2011 (partner of Nunes de Oliveira - Sociedade de Advogados, RL), mainly in the areas of civil law, labor, public bonds and corporate law. She does not own any shares of Martifer SGPS, SA. Oliveira de Frades, the 21 st of April, 2015 THE PROPOSING SHAREHOLDER(S),

11 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL REGARDING ITEM 7 OF THE AGENDA (To resolve upon the proposal of election of the members of the Board of Directors for the three year period ) Proposal of List of members of the Board of Directors With respect to Item 7 (Election of the members of the Board of Directors for the three year period ) of the agenda of shareholders general meeting of Martifer - SGPS, S.A. of 14th May 2015, the shareholders I M SGPS, S.A. and Mota-Engil SGPS, S.A. propose the following list of members of the General Meeting Board of Martifer - SGPS, S.A.: Board of Directors: Chairman: Vice-Chairman: Members: Carlos Manuel Marques Martins Jorge Alberto Marques Martins Arnaldo José Nunes da Costa Figueiredo Pedro Nuno Cardoso Abreu Moreira Luís Valadares Tavares Jorge Bento Ribeiro Barbosa Farinha

12 Names, professional qualifications, experience and positions held in Martifer and other companies over the last five years and the number of shares held in Martifer by the persons included on the proposal of Item 7 of the Agenda: CARLOS MANUEL MARQUES MARTINS (Chairman of the Board of Directors) He is the Chairman of the Management Board of Martifer since its incorporation in 2004 and one of the founding shareholders of Martifer Group in 1990, having started his professional activities in 1987 in the Company Carvalho & Nogueira, Lda, as Director of Production in the iron sector. He has a degree in Mechanical Engineering completed at FEUP (Faculdade de Engenharia, Universidade do Porto). Also holds the position of director, with executive officer position at Martifer Construções Metalomecânicas, S.A., a company of Martifer Group, and at other affiliate companies. He is the direct holder of shares of Martifer. He is also the holder of 48% of the share capital of the company I M SGPS, S.A., which in turn holds shares of Martifer SGPS, S.A.. Positions held in Martifer Group companies: Chairman of the Board of Directors: Member of the Board of Directors: Martifer - SGPS, S.A.; Martifer Construções Metalomecânicas, S.A.; Martifer Alumínios, S.A.; Martifer - Gestão de Investimentos, S.A.; Navalria-docas,construções e reparações navais, S.A.; Gebox, S.A.; Martifer Construcciones Metálicas España, S.A.; Martifer Aluminios, S.A. (Espanha); Martifer Aluminium PTY LTD (Austrália); Martifer Energy Systems, SGPS, S.A.; Nagatel Viseu - Promoção Imobiliária, S.A.; Martifer Beteiligungsverwaltungs GmbH; e Eviva Beteiligungsverwaltungs GmbH Martifer Metallic Constructions SGPS, S.A.; and Martifer Inovação e Gestão, S.A. Manager: Chairman of the Remuneration Committee: West Sea Estaleiros Navais, Lda.; Parque Éolico da Penha da Gardunha, Lda; e Promoquatro - Investimentos Imobiliários Lda Martifer Renewables, S.A. Positions held in Martifer Group associated companies: Chairman of the Board of Directors: Prio Energy, S.A.;

13 Prio.E SGPS,S.A.; Prio Energy II, S.A.; Prio Biocombustíveis, S.A.; Mondefin Combustíveis, S.A.; e Prio Parque de Tanques De Aveiro, S.A. Member of the Board of Directors: Ventinveste, S.A. Positions held in companies external to the Group: Chairman of the Board of Directors: Member of the Board of Directors: Manager: Sole Director: I M - SGPS, S.A.; I M Mining, SGPS, S.A.; Estia SGPS, S.A.; Estialiving, S.A.; Tavira Gran Plaza, S.A.; and EPDM Empresa de Perfuração e Des. Mineiro, SA. Severis, SGPS S.A.; and PCI - Parque de Ciência e Inovação, S.A. Exclusipolis, SGPS, Lda.; Magnum Cap Electrical Power Solutions, Lda.; and Domínio Reservado, Lda. Black and Blue Investimentos, S.A.; and Expertoption, SGPS, SA JORGE ALBERTO MARQUES MARTINS (Vice- Chairman of the Board of Directors) Member of the Board of Directors of Martifer since its incorporation in 2004, CEO since October 2009, and one of the founding shareholders of Martifer Group in 1990, having started his professional activities in 1987 at SOCARPOR - Sociedade de Cargas Portuárias (Douro e Leixões), Lda as Adjunct to the Financial Director. He has a degree in Economics completed at FEP (Faculdade de Economia, Universidade do Porto) and a MBA completed at UCP (Universidade Católica Portuguesa). Also holds the position of director in several companies of Martifer Group. He is the direct holder of shares of Martifer SGPS, S.A.. He is also the holder of 50% of the share capital of the company I M SGPS, S.A., which in turn holds shares of Martifer SGPS, S.A.. Positions held in Martifer Group companies:

14 Chairman of the Board of Directors: Vice-Chairman of the Board of Directors: Member of the Board of Directors: Sole Director: Martifer Solar, S.A.; Martifer Solar - SGPS, S.A.; Martifer Renewables, SGPS, S.A.; Martifer Renewables, S.A.; SPEE 2 Parque Eólico de Vila Franca de Xira, S.A; Martifer Inovação e Gestão, S.A.; and Rosa dos Ventos Geração e Comerc. de Energia S.A.. Martifer - SGPS, S.A.. Martifer Metallic Constructions - SGPS, S.A. Martifer Construções Metálicas Ltda (Brasil); Martifer Energy Systems, SGPS, S.A.; SPEE 3 - Parque Eólico do Baião, S.A.; Martifer Renewables Italy B.V.; Martifer Renewables Brazil B.V.; Prio Agriculture B.V.; Martifer Beteiligungsverwaltungs GmbH; EVIVA Beteiligungsverwaltungs GmbH; Martifer Deutschland GmbH; Martifer Renovables ETVE, S.A.; Martifer-Hirschfeld Energy Systems LLC; and Martifer Renováveis Geração de Energia e Partic.S.A. Eurocab Distribución de Energía 20, S.L. ; and Martifer Renewables Investments ETVE, S.L.. Positions held in companies external to the Group: Member of the Board of Directors: I M SGPS, S.A.; I M Mining, SGPS, S.A.; and ESTIA SGPS, S.A.. ARNALDO JOSÉ NUNES DA COSTA FIGUEIREDO (Member of the Board of Directors) He is a member of the Board of Directors of Martifer (non-executive non-independent director) since April, He has an honours degree in Civil Engineering from Faculdade de Engenharia da Universidade do Porto (1977). He has carried out functions as President of the Board of Directors of Mota-Engil, Engenharia e Construção, SA and of the Board of Directors of MEITS - Mota-Engil, Imobiliária e Turismo, SA; as Manager of Mota Internacional, LDA.; as President of the General Meeting Board of Maprel- Nelas, Indústria de Pré-Fabricados em Betão, SA; as Member of the General Meeting Board of Paviterra, SARL; as President of the Remuneration Commission

15 (representing Mota-Engil, Engenharia e Construção, SA) of Ferrovias e Construções, SA; of Aurimove Sociedade Imobiliária, SA; of Nortedomus Sociedade Imobiliária, SA; and of Planinova Sociedade Imobiliária, SA. He is the direct holder of 3,000 shares of Martifer SGPS, S.A.. Positions held in Martifer Group companies: Chairman of the Board of Directors: Member of the Board of Directors: Martifer Metallic Constructions SGPS, S.A. Martifer - SGPS, S.A. Martifer Solar, S.A. Positions held in companies external to the Group: Chairman of the Board of Directors: Vice-Chairman of the Board of Directors: Member of the Board of Governors: Member of the General Board: Chairman of the General Meeting: Member of the General Meeting Board: Mota-Engil, Indústria e Inovação, SA Mota-Engil, SGPS, SA (and executive director) Ascendi, SGPS, SA. Asterion ACE; AEM - Associação de Empresas Emitentes de Valores Cotados em Mercado Mercado Urbano, S.A. Auto Sueco (Angola), SARL. PEDRO NUNO CARDOSO ABREU MOREIRA (Member of the Board of Directors) Is a member of the Board of Directors of Martifer (CFO and executive, non-independent director) since January 6, 2015, date on which he was co-opted further to the resignation of Mr. Mário Rui Rodrigues Matias. He has a degree in Economics at Faculdade de Economia da Universidade do Porto (1999), and has been granted an Advanced Management Programme for Managers by Oporto Business School and an In-Company Executive Training Programme by AESE Business School. Has extensive international experience, initially being appointed to perform corporate financial coordination functions within Mota Engil Group's operations in Central Europe, Africa and Latin America; lived between 2008 and 2014 in Warsaw and Budapest, and was appointed to several board positions of the Mota-Engil Group's operations in Central Europe in the areas of Real Estate, PPP / PFI, M&A and Corporate Development. During this period was appointed as member of the Board of Directors at several companies within Mota Engil Group, notably Mota Engil Central Europe SA (Poland), Mota-Engil Real Estate Management (Holding Real Estate Central Europe), Mota Engil EC CZ (Czech Republic) Mota-Engil EC Slovakia (Slovakia), Mota-Engil Magyar (Hungary), Mota Engil

16 EC RO (Romania)), Mota-Engil Brand Management (Netherlands), Mota-Engil Brand Development (Ireland). He does not hold shares of Martifer SGPS, S.A.. Positions held in Martifer Group companies: Member of the Board of Directors: Martifer - SGPS, S.A. (CFO) Martifer Metallic Constructions SGPS, S.A. Martifer Solar SGPS, S.A. Martifer Renewables SGPS, S.A. Martifer Energy Systems SGPS, S.A. Martifer Global SGPS, S.A. Martifer - Construções Metalomecânicas, S.A. Martifer Alumínios, S.A. Martifer Solar, S.A. Martifer Inovação E Gestão, S.A. Navalria Docas, Construções E Reparações Navais S.A. Martifer Gestão De Investimentos, S.A. Martifer-Amal S.A. Gebox, S.A. Nagatel Viseu, S.A. Sociedade Madeiras Do Vouga, S.A. Manager: Promoquartro Investimentos Imobiliários, Lda. West Sea Estaleiros Navais, Lda. He does not have positions in other companies in and outside Martifer Group. JORGE BENTO RIBEIRO BARBOSA FARINHA (Member of the Board of Directors) He is a member of the Board of Directors of Martifer (non-executive independent director) since In his academic activity, starting in 1987, he has been a lecturer, with the category of auxiliary professor since 1999, at Faculdade de Economia da Universidade do Porto and, since 1999, has held various positions at Escola de Gestão do Porto/University of Porto Business School (EGP-UPBS). He was also a lecturer at Instituto de Estudos Superiores Empresariais (ISEE) da Universidade do Porto ( ) and Vice-President of the Pedagogical Council at FEP ( ). In his extraacademic activities he was a Capital Market Financial Analyst at Cisf-Companhia de Investimentos e Serviços Financeiros, S.A. ( ), Senior Analyst of the Merger and Acquisitions Department at Banco Português de Investimento, S.A. ( ), Deputy-Director of the Merger and Acquisitions

17 Department at Banco Português de Investimento, S.A. ( ), partner of Cf&a Associados - Consultores de Gestão, Lda. ( ), partner of Futop Consultores de Gestão, S.A. ( ) and non-executive Director at Enotum.com (Telecommunications sector company incubator) ( ). He has an honours degree in Economics from Faculdade de Economia da Universidade do Porto (1987), an MBA - Master of Business Administration from INSEAD- Institut Européen d Administration des Affaires, Fontainebleau, France (1990) and a PhD in Accounting and Finance from University of Lancaster (Management School), United Kingdom (1999). He does not hold shares of Martifer SGPS, S.A.. Positions held in Martifer Group companies: Member of the Board of Directors: Martifer, SGPS, S.A. He does not have positions in other companies in and outside Martifer Group. LUIS ANTÓNIO DE CASTRO DE VALADARES TAVARES (Member of the Board of Directors) He is a member of the Board of Directors of Martifer (non-executive independent director) since He has been a Guest Lecturer at Faculdade de Ciências Económicas e Empresariais da Universidade Católica Portuguesa since 1975 and, since 1980 he has been a Professor at Instituto Superior Técnico de Sistemas e Gestão and is President of Observatório de Prospectiva OPET, since Previously, he was President of Instituto Nacional de Administração ( ), First Coordinator of the Masters Degree in Operational Investigation and Systems Engineering (IST), Director and Founder of the Masters Degree in Health Engineering at UCP, Director of the Programa de ensino à Distância em Gestão (Dislogo) at UCP, First Coordinator of the MBA at Instituto Inter- Universitário de Macau, Director General of Gabinete de Estudos e Planeamento do Ministério da Educação, Manager of Programa de Desenvolvimento da Educação in Portugal (PRODEP), Manager of Programa de Financiamento pelo Banco Mundial do Sistema Educativo, Manager of Programa Minerva (Informática nas Escolas), Vice-President of Comité de Educação (OCDE), President of Comité de Educação (OCDE), President of Comité de Educação do Conselho das Comunidades Europeias (1st Portuguese Presidency), First President of Associação Portuguesa de Investigação Operacional (APDIO), Vice-President of Federação das Sociedades de Investigação Operacional (IFORS), Guest Professor at the following Universities: North Carolina (Raleigh, USA); Colorado (Denver, USA); Columbia (NY, USA); Princeton (NY, USA); UCLA (Los Angeles, USA); University of Newcastle Business School (Newcastle, UK); Paris-Dauphine (Paris); Mohammed (Rabat, Morocco); Middle East Technical University (Ankara, Turkey); Poznan Technical (Poznan, Poland); Helsinki Technical (Helsinki, Finland); PUC of Rio de Janeiro (Brazil); Federal de Santa Catarina (Florianópolis). He has an honours degree in Civil Engineering from IST, a Masters Degree in Operational Investigation from University of Lancaster (United Kingdom), a Doctorate in Engineering Sciences from IST and an Aggregation in Operational Investigation from IST. He does not hold shares of Martifer SGPS, S.A..

18 Positions held in Martifer Group companies: Member of the Board of Directors: Martifer, SGPS, S.A. He does not have positions in other companies in and outside Martifer Group. Oliveira de Frades, 21 st of April, 2015 THE PROPOSING SHAREHOLDER(S),

19 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL REGARDING ITEM 8 OF THE AGENDA (To resolve upon the proposal of election of the members of the Supervisory Board for the three year period , and appointment of its Chairman among the elected members) Proposal of List of members of the Board of Directors With respect to Item 8 (Election of the members of the Supervisory Board for the three year period ) of the agenda of shareholders general meeting of Martifer - SGPS, S.A. of 14th May 2015, the shareholders I M SGPS, S.A. and Mota-Engil SGPS, S.A. propose the following list of members of the Supervisory Board of Martifer - SGPS, S.A.: Supervisory Board: Chairmain: Members: Alternate: Américo Agostinho Martins Pereira Carlos Alberto da Silva e Cunha Paulo Sérgio Jesus das Neves António Baia Engana

20 Names, professional qualifications, experience and positions held in Martifer and other companies over the last five years and the number of shares held in Martifer by the persons included on the proposal of Item 8 of the Agenda: AMÉRICO AGOSTINHO MARTINS PEREIRA (Chairman of the Supervisory Board) Has a degree in Accounting Auditing with High Specialization Studies in Auditing. Statutory Auditor and member of the Portuguese Statutory Auditors Association under No. 877, since April 1994, initially on an individual basis and since March 2013 as a member of the firm M.PEREIRA & ASSOCIADOS, SROC, LDA. He does not have any shares of Martifer SGPS, SA. CARLOS ALBERTO DA SILVA E CUNHA (Member of the Supervisory Board) He holds a degree in Advanced Studies (program of PhD degree on Management Sciences), completed at Vigo University, Spain. A Master degree in Accounting and Administration completed at the University of Minho and is Postgraduate in "The Impact of the Euro in Business" by the Institute for High Studies on Finances and Tax. He has a degree in Auditing and the course of Specialized High Studies in Auditing at Instituto Superior de Contabilidade e Administração do Porto. He also has a graduation completed in Accounting at Instituto Comercial do Porto. He is a Statutory Auditor enrolled with the Portuguese Statutory Auditors Association since March Also performs duties as Assistant Professor, teaching at Escola de Economia e Gestão, Universidade do Minho as well at Universidade Lusíada, in Oporto. In 2008 and 2009 was invited to teach in the Post- Graduation Course "Fraud Management " promoted by Faculdade de Economia, Universidade do Porto. He is the Vice-Chairman of the Trainee Committee and of the Governors Board of the Statutory Auditors Chamber, also exercising the position of Controller-rapporteur of the Quality Control Committee of that Chamber. He is member of the General Board of APECA and member of the Technical Board of the Portuguese Association of Accounting Experts. He is advisor of companies for management, financial, tax and accounting matters. He does not have any shares of Martifer SGPS, SA. PAULO SÉRGIO JESUS DAS NEVES (Member of the Supervisory Board) Has a degree in Accounting Auditing with High Specialization Studies in Auditing. Holds an MBA in Finance by the Faculdade de Economia do Porto (FEP). Statutory Auditors, enrolled with the Portuguese Statutory Auditors Association under No. 1342, since February He is a business consultant in the areas of organization and management, financial, tax and accounting. He does not have any shares of Martifer SGPS, SA.

21 ANTÓNIO BAIA ENGANA (Suplente of the Supervisory Board) Has a degree in Economics by the Instituto Superior de Economia (ISE) and a bachelor s degree in Accounting by the Instituto Comercial de Lisboa (ICL). Statutory Accountant since 1989, enrolled with the Portuguese Statutory Auditors Association under No. 612, currently a partner at ALVES DA CUNHA, A. DIAS & ASSOCIADOS, SROC, LDA. Since 1994 is a member of the General Council and the Executive Board Accounting Standards Commission and chaired the Executive Committee from 1999 to He is a member of Supervisory Boards of insurance companies, since October He does not have any shares of Martifer SGPS, SA. Oliveira de Frades, 21 st of April, 2015 THE PROPOSING SHAREHOLDER(S),

22 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL REGARDING ITEM 9 OF THE AGENDA (To resolve upon the proposal of election of the Statutory Auditor or Statutory Auditors Company, for the three year period ) Proposal of List of members of the Statutory Auditor With respect to Item 9 (Election of the members of the Statutory Auditor or Statutory Auditors Company for the three year period ) of the agenda of shareholders general meeting of Martifer - SGPS, S.A. of 11th April 2012, the Supervisory Board propose the following list of members of the Statutory Auditor of Martifer - SGPS, S.A.: Statutory Auditor: Efective: Alternate: PRICEWATERHOUSECOOPERS & Associados Sociedade de Revisores Oficiais de Contas, Lda., NIPC , with registered office at Palácio Sottomayor, Rua Sousa Martins, 1 3º, Lisboa, registered with OROC under no. 183 e registered with CMVM under no. 9077, represented by Mr. Hermínio António Paulos Afonso, ROC no. 712, who may substituted by Mr. António Joaquim Brochado Correia, ROC no Mr. José Pereira Alves, NIF , ROC no. 711, with professional residence at Rua Alfredo Keil, 257 A - 3º Esqº Porto. This proposal is supported with the information required pursuant to article d) of the Comercial Companies Code. Oliveira de Frades, 21 st of April, 2015 THE SUPERVISORY BOARD,

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28 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 15 th May 2015 PROPOSAL REGARDING ITEM 10 OF THE AGENDA (To resolve upon the proposal of election of the Remuneration Committee for the three year period ) Proposal of List of members of the Remuneration Committee With respect to Item 10 (Election of the members of the Remuneration Committee for the three year period ) of the agenda of shareholders general meeting of Martifer - SGPS, S.A. of 14th May 2015, the shareholders I M SGPS, S.A. and Mota-Engil SGPS, S.A. propose the following list of members of the Remuneration Committee of Martifer - SGPS, S.A.: Remuneration Committee: Chairman: Members: António Manuel Queirós Vasconcelos da Mota Maria Manuela Queirós Vasconcelos Mota dos Santos Júlia Maria Rodrigues de Matos Nogueirinha

29 Names, professional qualifications, experience and positions held in Martifer and other companies over the last five years and the number of shares held in Martifer by the persons included on the proposal of Item 10 of the Agenda: ANTÓNIO MANUEL QUEIRÓS VASCONCELOS DA MOTA (Chairman of the Remuneration Committee) He has a degree in Civil Engineering (Inland Communications) completed at Faculdade de Engenharia, Universidade do Porto. Currently performs duties as Chairman of the Board of Directors of Mota- Engil, SGPS, SA, a position he holds since He has already served as Chairman of the Board in other companies, in particular, Mota-Engil, Engenharia e Construção, SA ( ), Mota-Engil Internacional, SA ( ), Engil - Sociedade de Construção Civil, SA ( ) and Mota & Companhia, SA ( ), where he also held the position of Vice-Chairman ( ). He started his professional life in 1977 as a trainee in Mota & Companhia, Lda, and between 1979 and 1981, he worked in several departments of the same company, where he also worked as General Director of Production ( ). He does not have any shares of Martifer SGPS, S.A. MARIA MANUELA QUEIRÓS VASCONCELOS MOTA DOS SANTOS (Member of the Remuneration Committe) She has a degree in Economics from the Faculdade de Economia, Universidade do Porto. She has worked in several companies of Mota-Engil Group, being responsible for the Human Resources Department. Presently she is a member of the Board of Directors at Mota-Engil, SGPS, S.A. She does not have any shares of Martifer SGPS, S.A. JÚLIA MARIA RODRIGUES DE MATOS NOGUEIRINHA (Member of the Remuneration Committe) She has a degree in Law from the Faculdade de Direito, Universidade de Coimbra. She is entered in Lawyer s Bar Association since She performs duties as member of the Board of Directors at I M SGPS, S.A. and she performed duties as member of the Board of Directors in other companies of the group I M, namely at Almina Minas do Alentejo, SA. She does not have any shares of Martifer SGPS, S.A. Oliveira de Frades, 21 st of April, 2015 THE PROPOSING SHAREHOLDER(S),

30 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL REGARDING ITEM 11 OF THE AGENDA (To resolve upon the statements from the Remuneration Committee and from the Board of Directors on the remuneration policies of the management and audit bodies, and other senior executives discharging management responsibilities as defined in article 248-B, number 3 of the Portuguese Securities Code) Considering: A) Under Article 2 of Law 28/2009 of 19 June, the Remuneration Committee shall submit, for approval of the Annual General Meeting of Shareholders, a Statement on the Remuneration Policy of the Management and Supervisory Bodies, respectively; B) Such statement on the Remuneration Policy is hereby released in attachment to this Proposal; C) The Board of Directors shall also submit, for approval of the Annual General Meeting of shareholders, a Statement on the remuneration policy of other senior executives discharging management responsibilities as defined in article 248-B, number 3 of the Securities Code; D) The statement referred to in (C) above was released jointly with the Corporate Governance Report, Annex III. It is proposed the approval of such Statements. Oliveira de Frades, 21 st of April, 2015 The Remuneration Committee, The Board of Directors,

31 STATEMENT ON THE REMUNERATION POLICY OF THE MANAGEMENT AND SUPERVISORY BODIES TO BE SUBMITTED FOR APPROVAL OF THE GENERAL MEETING ON 14 MAY 2015 Statement of the Remuneration Committee regarding the remuneration policy of the management and supervisory bodies (article 2 of Law no. 28/2009, of 19 June) 1. INTRODUCTION In use of a legal right conferred by Article 399º of the Portuguese companies code (CSC), the Bylaws of Martifer SGPS, in its article 20, delegate to a Remuneration Committee the powers to decide on the remunerations of the Management and Supervisory Bodies of the Company. According to the applicable provisions of the Articles of Association, the Remuneration Committee was appointed by the Shareholders General Meeting on 11th April 2012, to exercise its duties for the three year period years and currently is formed by: António Manuel Queirós Vasconcelos da Mota (Chairman) Maria Manuela Queirós Vasconcelos Mota dos Santos (Member) Júlia Maria Rodrigues de Matos Nogueirinha (Member) In order to promote a clear and legitimate fixing of the remuneration of corporate bodies, the Remuneration Committee, in compliance with article 2 of Law 28/2009, of 19 June, hereby submits for approval of the General Meeting of Shareholders of Martifer SGPS, S.A. of 28 April 2014, this declaration on the policy of remunerations of the Management and Supervisory Board. This statement seeks to follow closely the applicable provisions of the CSC and the 2013 Corporate Government Code of Comissão Mercado dos Valores Mobiliários ( CMVM ). It is also relevant to point out that the present statement, more than mandatory by law, intends to be an important instrument of good Corporate Governance, aiming the proper information of the shareholders, the protection of their interests and the transparency of Corporate Governance in matters of remuneration of Corporate Bodies. II. REGULATORY REGIME In the definition of the remuneration policy to be established by the Remunerations Committee, were first taken into account the legal provisions of CSC, namely in its article 399º; the Law 28/2009, 19 June, concerning the regime of approval and disclosure of remunerations policy of the Management and Supervisory Bodies in Listed Companies, as well the 2013 Corporate Governance Code of CMVM, in particular the provisions of Recommendation II.3.3. In second place, it has also been taken into consideration, for the definition of the remuneration policy, the special regime established in the Company s Bylaws. The Portuguese Companies Code provides, in Article 399, the statutory scheme of remuneration for the board of directors, which, in summary, establishes that: The setting of the remunerations is a responsibility of the General Shareholders' Meeting or by a committee appointed by it for this purpose and shall take into account the duties performed and the economic situation of the company;

32 - The remuneration may be fixed or partially represent a percentage of the financial year s profit, nevertheless the maximum percentage allocated to the directors shall be authorized by a clause of the articles of association and shall not be levied on the distribution of reserves or to any portion of the profits not legally available for distribution to the shareholders. Regarding the members representing the Supervisory Board and the Board of the General Meeting the Portuguese Companies Code provides that remuneration shall consist of a fixed amount which is equally determined either on a General Shareholders' Meeting or by a committee appointed by it for this purpose, taking into consideration each member's performance and the company's economic situation. Moreover, Articles 13 and 20 of the Articles of Incorporation state the following: - The remunerations of the members of the Corporate Bodies shall be fixed by the Remuneration Committee; - The General Meeting that elects the corporate bodies shall also elects the Remuneration Committee; - The remuneration of the Board of Directors may be formedby a fixed part and a variable one, the latter representing a percentage that can never exceed five per cent of the net profits for the year; and - The remuneration of the Supervisory Board shall consist of a fixed amount. III. GENERAL PRINCIPLES The Remunerations Committee pursues, in its remunerations policy, to promote the convergence of the interests of Directors, other Corporate Bodies and Managers with the interests of the Company, namely shareholder value creation and real growth of the Company, privileging here a long term perspective. Pursuing this aspiration, and accordingly to the policy adopted in previous years, the Committee structured the integrant components of the income of the Board of Directors in order to reward their performance, discouraging however excessive risks-taking. This way, it is intended to promote a high-level sustained growth. Finally, it is relevant to say that is determinant in this Committee s mission the economic position of the Company as well the general market practices for similar situations. Specifying the general policy herein stated, we hereby present to the shareholders the principals informants observed by this Committee in the definition of the remunerations: a) Duties Performed In the decision of the remuneration of each member of the Board of Directors, shall be taken into account, for each single member, the functions performed by individual members, the complexity of his duties, the responsibilities that are, in fact, attributed to him, the time dedicated and the added value the result of his work brings to the Company. In that extent, one cannot fail to differentiate the remuneration between the Executive Board members and the non-executive Board members, as well as the remuneration amongst each of the cited group. There are also duties performed in other controlled companies which cannot be excluded from this consideration, as this means, on one side, there is an increase in terms of responsibility and, on the other, in terms of the collective source of income. b) Interests alignment between the Management and Supervisory Bodies and the Company Performance evaluation. In order to grant an efficient alignment of interests of the Management and Supervisory Bodies with the ones of the Company, this Committee shall not fail to pursue a policy that rewards the Board Directors by the performance of the Company in a long term perspective and in the creation of value for the shareholder.

33 c) Economic position of the Company This criterion has to be understood and interpreted carefully. The size of the Company and the inevitable complexity of management associated to it is clearly one of the relevant aspects to determine the economic situation of the Company and of remuneration, understood in its broader sense. To a higher level of complexity, corresponds a higher remuneration, but it has to be adjusted accordingly to other criteria informants of the economic situation of the Company (of financial nature, human resources nature, etc). c) Market Criteria The balance between supply and demand is unavoidable when setting any remuneration and the situation regarding members of the Corporate Bodies is no exception. Only by taking into account market practices will allow the Company to maintain professionals guided to perform at an adequate level of complexity and responsibility, It is important that the remuneration is aligned with market practices and that it is stimulant, allowing it to become an instrument to help achieve a single and collective high level of performance, thus ensuring not only the individual interest, but mostly the interests of the Company and of the shareholders. 4. CONCRETE OPTIONS Based on the above mentioned principles, this Committee disclosure the relevant information regarding the concrete options of the remunerations policy, which hereby are submitted to the Company s shareholders appreciation: 1st Remuneration of Executive members of the Board of Directors, shall be made up of a fixed and, when so determined by the Remuneration Committee, a variable part, and, according to the law and article 20.3 of the Articles of Association, the variable part may not exceed 5% (five per cent) of the annual net profit,. 2 nd Remuneration for non-executive independent members of the Board of Directors, members of the Supervisory Board and members of the Board of the General Meeting shall only consist of a fixed part. 3 rd The fixed part of the remuneration of the Executive members of the Board of Directors, as well the non- Executive Members non independent (when applicable), shall consist in a monthly amount payable fourteen times per annum. 4th A fixed remuneration, for each participation in the meetings of the Board of Directors, shall be set for the non-executive and independent Board members. 5th Fixed remuneration of members of the Supervisory Board shall be set in a monthly value payable twelve times per annum. 6th In setting all remunerations, including in distributing the global amount of the variable pay of the members of the Board of Directors, the general principles referred to above will be observed: functions carried out, alignment with the interests of the company, privileging the long term, the company situation and market criteria. 7th Fixed remuneration of the members of the Board of the General Meeting will be a predetermined value for each meeting. 8th The process of attribution of variable remuneration to Executive members of the Board of Directors must follow the criteria proposed by the Remunerations Committee, namely their hierarchal stand, evaluation of performance and real growth of the Company, seeking to promote in those the convergence of the interests of the Management Body with the Company, with emphasis on the long-term performance. Thus, will be considered decisive for the evaluation and measurement of the VR: The contribution of the Executive Directors for the results obtained;

34 The profitability of business in the perspective of the shareholder; The evolution of the stock quotes; The degree of achievement of the projects integrated in and measured by the Balanced Scorecard of the Company. 9th Notwithstanding the policies above mentioned of protection of the shareholders and Company s interests on the long term, the Committee, in search of the best practices of Corporate Governance regarding remuneration policies of the Corporate Bodies, continues: (i) promoting a study and comparative analysis of remuneration policies and practices of other groups of companies in the same sector with respect to the fixing of remuneration for future implementation and adoption in Martifer, as well as (ii) studying the possibility of adoption of politics that, shown to be feasible and balanced to all actors, foresee the possibility of the variable remuneration when attributed - to be payable, in part or totally, only after clearance of the fiscal accounts of all the mandate and, on the other hand, that allows a limitation to the variable remuneration in case the results show a relevant deterioration of the company s Performance in the last cleared fiscal year or when it is expected in the designated year. V LIMITS In case of verification of an permanent and not exceptional increase of the volume of activity associated with the exercise of the functions by General Meeting and the Supervisory Board members, the maximum amount payable to the members of the governing bodies, in particular the members of the General Meeting and the Supervisory Board may not exceed, respectively, either individually or in aggregate, 25% of the average amount paid on the last 3 financial years, for the corresponding member of the governing body. VI - OTHER RESPONSIBILITIES Regarding the process of hiring or appointing members to its governing bodies, the Company shall not enter into any contracts or agreements with such members that allow the recognition or assignment of the right to receive payment of any damages or compensation beyond the amounts legally payable, in the event of dismissal or termination of service. It is our understanding that, in light of what is said in the above, these options should be maintained until the next General Meeting. The Remuneration Committee,

35 [This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] Considering: GENERAL MEETING OF MARTIFER - SGPS, S.A. 14 th May 2015 PROPOSAL REGARDING ITEM 12 OF THE AGENDA (To resolve upon the acquisition and disposal of own shares) A) The legal framework applicable to commercial companies in respect of acquisition and disposal of own shares; B) The convenience of the company in being able to continue to make use, under the general terms, of the possibilities that are inherent to such kind of transaction; C) The convenience of these possibilities also to subsidiary companies as they may even be obligated to purchase or dispose of company s shares, in particular in the terms of the own issuing of securities, which, without prejudice of article 319º, n.º 3, of the Commercial Companies Code, should also be addressed; D) The provisions in articles 319º, n.º 1, and 320º of the Commercial Companies Code, It is proposed: 1) To approve the acquisition of own shares, including acquisition of rights or granting, either by the company or by any of its current or future subsidiaries, subject to a decision of the administrative corporate body of the acquiring company, which may delegate on the Executive Committee, whenever such committee exists, or the executive directors: a) Maximum number of shares to be acquired: with deduction of the disposals made, up to the limit of ten percent of the share capital, without prejudice of the amount required for fulfillment of the purchaser s obligations, arising either from law, contract, issuance of securities or contractual link to the fulfillment of the company s stock options program, when it exists, and subject, if needed, to further disposal, within the legal terms, of the shares that exceed such limit; b) Term during which the acquisition may be made: eighteen months, as from the date of this resolution; c) Form of acquisition: subject to the terms and limits imperatively set forth in law, acquisition of shares as well as acquisition of rights or attribution of shares against payment, of any kind, either on the stock market or OTC, at any title, in particular through exchange, submitted, in accordance with

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

37 the fulfillment of the company s stock options program, when it exists, to be effected in accordance with its respective terms and conditions; d) Minimum price: the consideration must not be inferior to the price of the best purchase offer written in the orders book of the stock exchange where the company s shares are listed for trade, at the moment of disposal; e) Time of sale: to be determined by the management body of the company, which may delegate on the executive directors or the Executive Committee, whenever such committee exists, taking into consideration the situation of the securities market and the conveniences and obligations of the selling company, or its subsidiary, and being carried out in one or more times in the proportions established by such body. 3) To approve the transmission, on an indicative basis, to the Board of Directors to, without prejudice of its freedom of decision and performance, within the scope of resolutions 1 and 2 above, take into account, in accordance with the circumstances that it finds relevant the recommendations of the Securities Market Commission (CMVM) effective at each relevant moment. Oliveira de Frades, 21st of April, 2015 THE BOARD OF DIRECTORS,

38 CHARACTERIZATION OF CORPORATE BODIES Of MARTIFER SGPS, S.A. BOARD OF DIRECTORS Carlos Manuel Marques Martins is the Chairman of the Management Board of Martifer since its incorporation in 2004 and one of the founding shareholders of Martifer Group in 1990, having started his professional activities in 1987 in the Company Carvalho & Nogueira, Lda, as Director of Production in the iron sector. He has a degree in Mechanical Engineering completed at FEUP (Faculdade de Engenharia, Universidade do Porto). Jorge Alberto Marques Martins is a Board Member of Martifer since its incorporation in 2004, CEO since October 2009, and one of the founding shareholders of Martifer Group in 1990, having started his professional activities in 1987 at SOCARPOR - Sociedade de Cargas Portuárias (Douro e Leixões), Lda as Adjunct to the Financial Director. He has a degree in Economics completed at FEP (Faculdade de Economia, Universidade do Porto) and a MBA completed at UCP (Universidade Católica Portuguesa). Pedro Nuno Cardoso Abreu Moreira is a member of the Board of Directors of Martifer (CFO and executive, nonindependent director) since January 6, 2015, date on which he was co-opted further to the resignation of Mr. Mário Rui Rodrigues Matias. He has a degree in Economics at Faculdade de Economia da Universidade do Porto (1999), and has been granted an Advanced Management Programme for Managers by Oporto Business School and an In-Company Executive Training Programme by AESE Business School. Has extensive international experience, initially being appointed to perform corporate financial coordination functions within Mota Engil Group's operations in Central Europe, Africa and Latin America; lived between 2008 and 2014 in Warsaw and Budapest, and was appointed to several board positions of the Mota-Engil Group's operations in Central Europe in the areas of Real Estate, PPP / PFI, M&A and Corporate Development. During this period was appointed as member of the Board of Directors at several companies within Mota Engil Group, notably Mota Engil Central Europe SA (Poland), Mota-Engil Real Estate Management (Holding Real Estate Central Europe), Mota Engil EC CZ (Czech Republic) Mota-Engil EC Slovakia (Slovakia), Mota-Engil Magyar (Hungary), Mota Engil EC RO (Romania)), Mota-Engil Brand Management (Netherlands), Mota-Engil Brand Development (Ireland). Arnaldo José Nunes da Costa Figueiredo is a member of the Board of Directors of Martifer (non executive and non independent director) since 30 th April He has a degree in Civil Engineering at Faculdade de Engenharia da Universidade do Porto (1977). He was Chairman of Mota-Engil, Engenharia e Construção, SA and of the Board of Directors of MEITS - Mota-Engil, imobiliária e turismo, SA; Manager of Mota Internacional, LDA.; Chairman of Board of the Shareholders General Assembly of Maprel-Nelas, Indústria de Pré-Fabricados em Betão, SA; Member of the Board of the Shareholders General Assembly of Paviterra, SARL; Chairman of the Remuneration Committee (on behalf of Mota- Engil, Engenharia e Construção, SA) of Ferrovias e Construções, SA; of Aurimove Sociedade Imobiliária, SA; of Nortedomus Sociedade Imobiliária, SA; and of Planinova Sociedade Imobiliária, SA. Luís Filipe Cardoso da Silva is a member of the Board of Directors of Martifer - SGPS, S.A. (non executive and non independent director) since 30 th April He has a degree in Economics at Faculdade de Economia da Universidade do Porto. He was director of MESP, Mota-Engil Serviços Partilhados Administrativos e de Gestão SA; MESP Central Europe Sp. z.o.o.; and Mota-Engil Brand Management B.V. He was member of the General and Supervisory Board of Vortal - Comércio Electrónico, Consultadoria e Multimédia, SA and member of the Superior Board of Ascendi Group, SGPS, SA, as well as member of the Supervisory Board of several companies of Ascendi Group. Jorge Bento Ribeiro Barbosa Farinha is a Board member at Martifer SGPS, SA since In his academic work, he is a teacher since 1987, in the category of Assistant Professor at Faculdade de Economia, Universidade do Porto from 1989 and since 1991 he occupied several positions at EGP / University of Porto Business School (EGP - UPBS). He was also a teacher at Instituto de Estudos Superiores Empresariais (ISEE), Universidade do Porto ( ), and Vice President of the Pedagogical Council at Faculdade de Economia do Porto (FEP, ). In his extra-academic activities, he was a Financial Analyst of Capital Markets at Cisf- Companhia de Investimentos e Serviços Financeiros, S.A. ( ), a Senior Analyst of the Mergers & Acquisitions Department at Banco Português de Investimento, S.A. ( ), Sub-director of the Mergers & Acquisitions Department at Banco Português de Investimento, S.A. ( ), partner of Cf&A Associados - Consultores de Gestão, Lda ( ), partner of Futop Consultores de Gestão, S.A. ( ) and a non-executive Board member at Enotum.com

39 (companies establishment helper in the area of telecommunications) ( ). He has a degree in Economics (Faculdade de Economia, Universidade do Porto), a MBA at INSEAD (Institut Européen d'administration des Affaires, Fontainebleau, France) and a PhD in Accounting and Finance by the University of Lancaster (Management School), UK. He is a non-executive and independent Board member. Luís António de Castro de Valadares Tavares is a Board member at Martifer SGPS, SA since Since 1975, he is a Visiting Professor at Faculdade de Ciências Económicas e Empresariais, Universidade Católica Portuguesa. Since 1980 he is Professor of Systems Management at Instituto Superior Técnico, Universidade Técnica de Lisboa, and, from 2002, President of the Centre for Prospective - OPET. In the past, he was President of the National Institute of Administration ( ), First Coordinator of the Master Degree in Operational Research and Systems Engineering (IST), Director and Founder of the Master Degree in Health Engineering at UCP, Director of the Distance Education in Management Program (Dislogo) at UCP, First Coordinator of the MBA at the Inter-University Institute of Macau, General Director of the Studies and Planning Office at the Ministry of Education, Manager of the Program for the Development of Education in Portugal (PRODEP), Director of the World Bank s Program for Educational System Financing, Director of the Minerva Program (Informatics in Schools), Vice- President of the Committee for Education (OCDE), President of the Committee for Education (OCDE), President of the Education Committee of the European Communities (first Portuguese Presidency), First President of the Portuguese Association of Operational Research (APDIO), Vice-President of the Operational Research Societies Federation (IFORS), Visiting Professor at the following Universities: North Carolina (Raleigh, USA), Colorado (Denver, USA), Columbia (NY, USA), Princeton (NY, USA), UCLA (Los Angeles, USA), Business School of the University of Newcastle (Newcastle, UK), Paris- Dauphine (Paris, France), Mohammed (Rabat, Morocco), Middle East Technical University (Ankara, Turkey), Technical of Poznan (Poznan, Poland), Technical of Helsinki (Helsinki, Finland); PUC (Rio de Janeiro, Brazil); Federal of Santa Catarina (Florianopolis). He has a degree in Civil Engineering completed at IST, a Masters Degree in Operations Research completed at the University of Lancaster (UK), a PhD degree in Science and Engineering completed at IST, and Aggregated in Operational Research at IST. He is a non-executive and independent Board member. CARLOS MANUEL MARQUES MARTINS a) Positions within the Martifer Group: Chairman of the Board of Directors: Member of the Board of Directors: Manager: Martifer - SGPS, S.A.; Martifer Construções Metalomecânicas, S.A.; Martifer Alumínios, S.A.; Martifer - Gestão de Investimentos, S.A.; Navalria-docas,construções e reparações navais, S.A.; Gebox, S.A.; Martifer Construcciones Metálicas España, S.A.; Martifer Aluminios, S.A. (Espanha); Martifer Aluminium PTY LTD (Austrália); Martifer Energy Systems, SGPS, S.A.; Nagatel Viseu - Promoção Imobiliária, S.A.; Martifer Beteiligungsverwaltungs GmbH; e Eviva Beteiligungsverwaltungs GmbH Martifer Metallic Constructions SGPS, S.A.; e Martifer Inovação e Gestão, S.A. West Sea Estaleiros Navais, Lda.; Parque Éolico da Penha da Gardunha, Lda; e Promoquatro - Investimentos Imobiliários Lda b) Positions in companies with shareholding by Martifer Group: Chairman of the Board of Directors: Prio Energy, S.A.;

40 Prio.E SGPS,S.A.; Prio Energy II, S.A.; Prio Biocombustíveis, S.A.; Mondefin Combustíveis, S.A.; e Prio Parque de Tanques De Aveiro, S.A. Martifer Amal, S.A. Member of the Board of Directors: Ventinveste, S.A. c) Positions outside the Group: Chairman of the Board of Directors: Member of the Board of Directors: Manager: Sole Director: I M - SGPS, S.A. I M Mining, SGPS, S.A. ESTIA SGPS, S.A. ESTIALIVING, S.A. Tavira Gran Plaza, SA EPDM Empresa de Perfuração e Desenvolvimento Mineiro, SA Severis, SGPS S.A. PCI - Parque de Ciência e Inovação, S.A. Exclusipolis, SGPS, Lda. Magnum Cap Electrical Power Solutions, Lda. Domínio Reservado, Lda Black and Blue Investimentos, S.A. Expertoption, SGPS, SA He does not take part on any other company inside or outside Martifer Group. JORGE ALBERTO MARQUES MARTINS a) Positions within the Martifer Group: Chairman of the Board of Directors: Martifer Solar - SGPS, S.A. Martifer Renewables, SGPS, S.A. Martifer Renewables, S.A. SPEE 2 Parque Eólico de Vila Franca de Xira, S.A. Martifer Inovação e Gestão, S.A. Rosa dos Ventos Geração e Comercialização de Energia S.A. Vice-Chairman of the Board of Directors: Member of the Board of Directors Martifer - SGPS, S.A. Martifer Metallic Constructions - SGPS, S.A. Martifer Metallic Constructions - SGPS, S.A. Martifer Construções Metálicas Ltda (Brasil) Martifer Energy Systems, SGPS, S.A. SPEE 3 - Parque Eólico do Baião, S.A. Martifer Renewables Italy B.V. Martifer Renewables Brazil B.V.

41 Prio Agriculture B.V. Martifer Beteiligungsverwaltungs GmbH EVIVA Beteiligungsverwaltungs GmbH Martifer Deutschland GmbH Martifer Renovables ETVE, S.A. Martifer-Hirschfeld Energy Systems LLC Martifer Renováveis Geração de Energia e Participações S.A. Sole Director: Eurocab Distribución de Energía 20, S.L. Martifer Renewables Investments ETVE, S.L. b) Positions outside the Group: Member of the Board of Directors: I M SGPS, S.A. I M Mining, SGPS, S.A. ESTIA SGPS, S.A. He does not take part on any other company inside or outside Martifer Group. PEDRO NUNO CARDOSO ABREU MOREIRA a) Positions within the Martifer Group: Member of the Board of Directors: Manager: Martifer - SGPS, S.A. (CFO) Martifer Metallic Constructions SGPS, S.A. Martifer Solar SGPS, S.A. Martifer Renewables SGPS, S.A. Martifer Energy Systems SGPS, S.A. Martifer Global SGPS, S.A. Martifer - Construções Metalomecânicas, S.A. Martifer Alumínios, S.A. Martifer Solar, S.A. Martifer Inovação E Gestão, S.A. Navalria Docas, Construções E Reparações Navais S.A. Martifer Gestão De Investimentos, S.A. Martifer-Amal S.A. Gebox, S.A. Nagatel Viseu, S.A. Sociedade Madeiras Do Vouga, S.A. Promoquatro - Investimentos Imobiliários Lda West Sea Estaleiros Navais, Lda. b) Positions in companies with shareholding by Martifer Group:

42 Chairman of the Board of Directors: Martifer Amal, S.A. He does not take part on any other company inside or outside Martifer Group. ARNALDO JOSÉ NUNES DA COSTA FIGUEIREDO a) Positions within the Martifer Group: Chairman of the Board of Directors: Martifer Metallic Constructions SGPS, S.A. Member of the Board of Directors: Martifer - SGPS, S.A. Martifer Solar, S.A. b) Positions outside the Group: Chairman of the Management Board: Vice-Chairman of the Management Board: Member of the Superior Board: Member of the General Board: Mota-Engil, Indústria e Inovação, SA Mota-Engil, SGPS, SA (vice-chairman and executive director) Ascendi, SGPS, SA. Asterion ACE AEM-Associação de Empresas Emitentes de Valores Cotados em Mercado Chairman of the General Meeting: Member of the General Meeting: Mercado Urbano, S.A. Auto Sueco (Angola), SARL. He does not take part on any other company inside or outside Martifer Group. LUÍS FILIPE CARDOSO DA SILVA a) Positions within the Martifer Group: Member of the Board of Directors: Martifer - SGPS, S.A. b) Positions outside the Group: Member of the Board of Directors: Mota-Engil, SGPS, SA (member and executive director)

43 Mota-Engil Brand Management B.V. Vice-Chairman of the Management Board: Member of the Superior Board: Member of the General and Supervisory Board: MESP - Mota-Engil Serviços Partilhados Administrativos e de Gestão SA Vallis, SGPS, SA Ascendi Group, SGPS, SA. Vortal - Comércio Electrónico, Consultad. e Multimédia, SA Vortal, SGPS, S.A. He does not take part on any other company inside or outside Martifer Group. LUIS ANTÓNIO DE CASTRO DE VALADARES TAVARES Positions within the Martifer Group: Member of the Board of Directors: Martifer - SGPS, S.A. He does not take part on any other company inside or outside Martifer Group. JORGE BENTO RIBEIRO BARBOSA FARINHA Positions within the Martifer Group: Member of the Board of Directors: Martifer - SGPS, S.A. He does not take part on any other company inside or outside Martifer Group.

44 BOARD OF THE GENERAL MEETING Chairman of the General Meeting José Carreto Lages has a degree in Law at Faculdade de Direito, Universidade de Coimbra, practiced law from 1971 to 1996 and then, since 2002 (as partner at Carreto Lages & Associados, Sociedade de Advogados, RL), primarily practicing in areas of civil law, including property and estate law, contract law, family and succession law, corporate law and criminal law. Presently, he is also a teacher of Law at the Academy of Knowledge of Aveiro. He was a representative of the Attorney General in the districts of Castelo de Vide and Arganil between July 1968 and August He participated in conferences, taught Notary Law and was a Notary at the Notary Office of Oliveira de Frades between1971 and 1996 and at the 2nd Notary Office of Aveiro (between January 1996 and June 2002). From 1996 to 1999 he was an Inspector of the Notary Services. He was City Councilman in Oliveira de Frades in part of two terms. Vice- Chairman of the General Meeting Francisco Artur dos Prazeres Ferreira da Silva has a degree in Law completed at Faculdade de Direito, Universidade de Coimbra and practices law in Oliveira de Frades. Always had an active role in his community and, between 1998 and 2001, was the Vice Mayor of the City Council of Oliveira de Frades. He performed duties in the Cultural and Recreation Association, the Music Band and the Sport Group, all in Oliveira de Frades. Secretary of the General Meeting Ana Maria Tavares Mendes has a degree in Law and is Postgraduate in Medical Law both completed at Faculdade de Direito, Universidade de Coimbra. Currently, she is a Lawyer at Carreto Lages & Associados, Sociedade de Advogados, RL, were she had already worked between June 2005 and December Between October 2007 and January 2008 she was a Lawyer at the Polytechnic Institute of Leiria, and between July 2006 and July 2007, at the Center for Social Security of Aveiro. SUPERVISORY BOARD Chairman of the Supervisory Board Manuel Simões de Carvalho e Silva has a degree in Law, completed at Faculdade de Direito, Universidade de Coimbra. He is a lawyer in the district of Aveiro and boundaries since October 1980 focusing on areas such as civil law, labor, commercial, corporate and criminal law. He is the Chairman of the Supervisory Board. Carlos Alberto da Silva e Cunha holds a Diploma in Advanced Studies (program of PhD degree on Management Sciences), completed at Vigo University, Spain. A Master degree in Accounting and Administration completed at the University of Minho and is Postgraduate in "The Impact of the Euro in Business" by the Institute for High Studies on Finances and Tax. He has a degree in Auditing and the course of Specialized High Studies in Auditing at Instituto Superior de Contabilidade e Administração do Porto. He also has a graduation completed in Accounting at Instituto Comercial do Porto. He is a registered Auditor in the official list since March Also performs duties as Assistant Professor, teaching at Escola de Economia e Gestão, Universidade do Minho as well at Universidade Lusíada, in Oporto. In 2008 and 2009 was invited to teach in the Post- Graduation Course "Fraud Management " promoted by Faculdade de Economia, Universidade do Porto. João Carlos Tavares Ferreira de Carreto Lages has a degree in Law completed at Universidade Católica Portuguesa, Centro Regional do Porto. Since 1995 he practices Law in Oliveira de Frades District, also advocating in several causes all over the country. He was a Member of the Management Board of APA, SA, Management of Aveiro s Harbor, being responsible for the following Departments: Marketing and Public Relations, Safety and Environment, Human Resources and Pilots. In July 2002 he co-founded the Carreto Lages & Associados Law Office, located in Aveiro and Oliveira de Frades, acting as an associate Manager. Juvenal Pessoa Miranda has a degree in Economics from Universidade de Coimbra. He is registered with the Câmara dos Técnicos Oficias de Contas (Chamber of Registered Accountants) and carries out the activities of economist, consultant and

45 specialist at the Tribunal da Comarca do Baixo Vouga Juízo do Comércio (Court of the County of Baixo Vouga Trade Section). STATUTORY AUDITOR PRICEWATERHOUSECOOPERS & Associados Sociedade de Revisores Oficiais de Contas, Lda., tax identification number , with registered office at Palácio Sottomayor, Rua Sousa Martins, 1 3º, Lisboa, registered with the Ordem dos Revisores oficiais de Contas under the number 183, and registered at CMVM under the number José Pereira Alves, tax identification number , registered with the Ordem dos Revisores oficiais de Contas under the number nº 711. REMUNERATION COMMITTEE António Manuel Queirós Vasconcelos da Mota has a degree in Civil Engineering (Inland Communications) completed at Faculdade de Engenharia, Universidade do Porto. Currently performs duties as Chairman of the Board of Directors of Mota- Engil, SGPS, SA, a position he holds since He has already served as Chairman of the Board in other companies, in particular, Mota-Engil, Engenharia e Construção, SA ( ), Mota-Engil Internacional, SA ( ), Engil - Sociedade de Construção Civil, SA ( ) and Mota & Companhia, SA ( ), where he also held the position of Vice-Chairman ( ). He started his professional life in 1977 as a trainee in Mota & Companhia, Lda, and between 1979 and 1981, he worked in several departments of the same company, where he also worked as General Director of Production ( ). Maria Manuela Queirós Vasconcelos Mota dos Santos has a degree in Economics from the Faculdade de Economia, Universidade do Porto. She has worked in several companies of Mota-Engil Group, being responsible for the Human Resources Department. Presently she is a member of the Board of Directors at Mota-Engil, SGPS, SA. Júlia Maria Rodrigues de Matos Nogueirinha has a degree in Law from Faculdade de Direito da Universidade de Coimbra and is registered with the Portuguese Bar Association since She is presently a member of the Board of Directors of I M SGPS, S.A, having held the post of Member of the Board of Directors in other companies of the I M group, namely in Almina Minas do Alentejo, S.A.