[This translation into English of the Portuguese document was made only for the convenience of non- Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.] GENERAL MEETING OF MARTIFER - SGPS, S.A. 10 th April 2013 PROPOSAL REGARDING ITEM 7 OF THE AGENDA (To resolve upon the resignation of the current Statutory Auditor and the proposal of election of the Statutory Auditor or Statutory Auditors Company for the current term corresponding to the three-year period 2012-2014) Considering: a) That the statutory auditor of Martifer, SGPS, S.A., who was elected at the Martifer shareholders general meeting of 11th April 2012, has resigned to the position of statutory auditor on 25th February 2013; b) That the resignation resulted from the fact that the statutory auditor has incorporated a statutory auditors company which is not yet registered with the Portuguese Securities Market Commission, pursuant to article 6 of the CMVM Regulation no. 6/2000; c) That, pursuant to article 420.2 b) of the Comercial Companies Code, the Supervisory Board of the Company is responsible to propose before shareholders general meeting the appointment of the statutory auditor or a statutory auditors company; d) That PricewaterhouseCoopers & Associados SROC, Lda. is the External Auditor of Martifer, SGPS, S.A since 2010. Proposal of list of Statutory Auditor With respect to Item 7 of the agenda of shareholders general meeting of Martifer - SGPS, S.A. of 10th April 2013, the Supervisory Board propose the shareholders general meeting to resolve upon the election of the following Statutory Auditor or Statutory Auditors Company for the current term corresponding to the three-year period 2012-2014: Statutory Auditor: Efective: Alternate: PRICEWATERHOUSECOOPERS & Associados Sociedade de Revisores Oficiais de Contas, Lda., NIPC 506 628 752, with registered office at Palácio Sottomayor, Rua Sousa Martins, 1 3º, 1050-217 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. 1076. Mr. JOSÉ PEREIRA ALVES, NIF 105 189 030, ROC no. 711, with professional residence at Rua Alfredo Keil, 257 A - 3º Esqº 4150-049 Porto.
This proposal is supported with the information required pursuant to article 289.1 d) of the Comercial Companies Code. Oliveira de Frades, 19th March 2013 THE SUPERVISORY BOARD,
ANNEX Names, professional qualifications, experience and positions held in Martifer and other companies over the last five years and the number of shares held in Martifer by the entities included on the proposal of Item 7 of the Agenda: PRICEWATERHOUSECOOPERS & ASSOCIADOS SOCIEDADE DE REVISORES OFICIAIS DE CONTAS, LDA (Statutory Auditor) Registered with the OROC under no. 183 and registered with CMVM under no. 9077. Pursuant to article 289 d) of the Commercial Companies Code does not hold shares of the company Martifer SGPS, S.A.. Statement and curriculum vitae of the representatives are enclosed. DR. JOSÉ PEREIRA ALVES (Statutory Auditor, Alternate) Registered with the OROC under no. 711. Pursuant to article 289 d) of the Commercial Companies Code does not hold shares of the company Martifer SGPS, S.A.. Curriculum vitae is enclosed
Exmo. Senhor Presidente da Mesa da Assembleia Geral da Martifer, S. G. P. S., S. A. Zona Industrial, Apartado 17 3684-001 Oliveira de Frades 19 de março de 2013 Exmo. Senhor Para os efeitos previstos nos artigos 248º-B do Código dos Valores Mobiliários, 14.º do Regulamento CMVM 5/2008 e n.º 1 do artigo 289º do Código das Sociedades Comerciais, declaramos que esta sociedade, seus sócios e gerentes, bem como as pessoas com eles estreitamente relacionadas, não detêm e não efetuaram quaisquer transações de ações da Martifer, S. G. P. S., S. A. ou de sociedades que estejam em relação de domínio ou de grupo com a mesma. Mais declaramos que esta Sociedade de Revisores Oficiais de Contas desempenhou, desde o exercício de 2010, as funções de Auditor Externo da Martifer, S.G.P.S., S. A. Sem outro assunto de momento, apresentamos os nossos melhores cumprimentos. De V. Exa. Atentamente A Gerência Hermínio António Paulos Afonso António Joaquim Brochado Correia (Cartão de cidadão nº 05715617 4ZZ9 válido até 13/09/2015) (Cartão de cidadão nº 09663765 0ZZ5 válido até 26/12/2017) HPA/ABC/cr PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o Porto Bessa Leite Complex, Rua António Bessa Leite, 1430-5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.com/pt Matriculada na Conservatória do Registo Comercial sob o NUPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na Comissão do Mercado de Valores Mobiliários sob o nº 9077 PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente.
Hermínio António Paulos Afonso Education/Degree Years of work experience Role in PwC Degree in Accountancy and Administration and in Financial Management by the Institute of Accountancy and Administration (Oporto University). Chartered Accountant ( Revisor Oficial de Contas ). 26 years experience completed in September 2010 in PwC Portugal, including some assignments in Angola (Sonangol and Texaco) and Cape Verde Hermínio is a Partner in the Assurance Services at the PwC Oporto office and is the responsible for the Cape Verde office and for the training and implementation IAS/IFRS projects in the North of Portugal. Main experiences He had a relevant experience in some industries, namely Telecommunications ( T+ in Cape Verde), Metallic Construction (Martifer), Tourism (Tecnicil in Cape Verde, Douro Azul), Transports & Logistics (Transitrans), Retail (Decatlon, Froiz, Benetton), Utilities (water and electricity producer and distribution) (Águas de Portugal, Martifer Solar, Martifer Energy, Indáqua and Electra in Cape Verde), Automotive components and retail (Bosch, Borgstena, Copo, Gamobar and CIE group), Air line transports (Halcyonair in Cape Verde), Forest & Paper (panel products) (Sonae Industria, Finsa), Chemical production (Cires.Shin Etsu group), Realty (Tecnicil in Cape Verde, Chamartin, Acordo and Sonae Capital), Food (restaurants) (Ibersol). Before the entrance in the University Hermínio was teacher in a school during one year. For several years Hermínio was the responsible for the recruitment at the Oporto office. Attendance on several courses promoted by PricewaterhouseCoopers, including the Train to trainers course and the Advance Techniques Presentation. Hermínio has lectured on several conferences, essentially related to the introduction of euro and to the IAS/IFRS implementation in Portugal. He has acted as instructor for both internal and external courses on different subjects, which recently are mainly focused on IAS/IFRS implementation. During five years Hermínio has lectured on a postgraduate course at the Institute of Management and Administration (ISAG) on Audit, including internal controls. Publications/Membership in professional and business associations Publications/Memb ership in professional and business associations Member of the Portuguese Chamber of Accountants (Câmara dos Técnicos Oficiais de Contas) and of the Portuguese Chartered Accountants Institute (Ordem dos Revisores Oficiais de Contas). 1
Languages Fluent in Portuguese, English and French 2
António Joaquim Brochado Correia Nationality Portuguese Position Deputy Senior Partner and Markets Leader Academic and professional qualifications Degree in Company s Management by Universidade Católica Certified Public accountant from Ordem dos Revisores de Contas Management Executive Training in INSEAD Manage International Teams training course INSEAD Professional and business experience Responsible for several auditing works in national and international companies like Amorim Group, Efacec Group, ETE Group, Ferpinta Group, Galp Energia Group, TMG Group and Unicer Group. In the areas of consulting, is responsible for Performance Improvement, which includes responsibilities in the areas of Financial Effectiveness, Governance (including sustainability), Risks and Controls. Participation as an instructor in several internal and external training courses promoted by the firm. He has participated in several international internal programs, such as: Leading, Diversity and Sustainability Team management, by orientation of INSEAD, IMD, Massachusetts Institute of Technology and Free University of Amsterdam. Executive training program, at INSEAD, in the Management area. 2004 International PwC talent development program Ulysses, took him for 4 months in an international experience based on Sustainability and Diversity skills. University assistant in Internal Control and Governance. Leads the Sarbanes Oxley practice in Portugal for 3 years. Employment history Joined PwC in September 1993 and was promoted to Partner in 2003. Languages Fluent in Portuguese, English and French 1
José Pereira Alves Nationality Portuguese Position Territory Senior Partner of PricewaterhouseCoopers since 1 st July 2011 Academic and professional qualifications Professional and business experience Degree in Economics from University of Economics of Oporto (FEP) State recognised statutory auditor Responsible for several auditing works in national and international companies. Experience on special projects such as due diligence, merger and acquisitions with responsibility for a large number of clients like, Amorim Group, RAR Group, TAP Group, Inapa Group and CTT Group. Partner of PricewaterhouseCoopers since 1st January 1994. Coordinator in different projects of valuation of companies and economic and financial diagnosis. He has been involved in tax and legal services in the scope of Group restructurings. Experience in the coordination of audit and technical-financial, administrative verification projects, financed by EU Funds. Responsible for training across the Portuguese firm and also for knowledge Management. Instructor in several external and internal training courses, related with audit and accounting issues (IFRS). Responsible for the coordination of Post Graduation in Auditing from 2000-2002, in ISAG. Lecturer in the Finance MBA in the University of Economics of Oporto between 2004 and 2008. Employment history Other Languages Started in Coopers & Lybrand in 1984, which merged in 1998 with Price Waterhouse becoming PricewaterhouseCoopers. Good knowledge of English, French and Spanish 1