(Translation from the Portuguese original) To the Chairman of the Board of the Shareholders General Meeting of Sonae - SGPS, SA Lugar do Espido, Via Norte 4471-909 Maia Item number 1 PROPOSAL It is hereby proposed that the Annual Report, the Individual and the Consolidated Annual Accounts for 2014, including appendices thereto, are approved as presented. Maia, 30 th March 2015 On behalf of the Board of Directors, SONAE SGPS, S.A. Lugar do Espido Via Norte Apartado 1011 4471-909 Maia Portugal www.sonae.pt Sociedade Aberta Capital Social 2 000 000 000 C.R.C. da Maia - Matrícula e Pessoa Coletiva nº 500 273 170
(Translation from the Portuguese original) To the Chairman of the Board of the Shareholders General Meeting of Sonae - SGPS, SA Lugar do Espido, Via Norte 4470 Maia Item number 2 PROPOSAL Under the terms of the law and the Articles of Association, the Board of Directors proposes to the Shareholders General Meeting that the 2014 Net Profit, of 959,024,034.34 euros, has the following appropriation: Legal Reserves. 47,951,201.72 euros Dividends..73,000,000.00 euros Free Reserves..838,072,832.62 euros The Board of Directors accordingly proposes that a gross dividend of 0.0365 euros per share to be paid to the shareholders, excluding of the total dividends of 73,000,000.00 euros, the amount of dividends that would be attributable to the shares that, at the dividends distribution date, are held by the Company or by any of its subsidiaries, which should be added to the Free Reserves. Maia, 30 th March 2015 On behalf of the Board of Directors, SONAE SGPS, S.A. Lugar do Espido Via Norte Apartado 1011 4471-909 Maia Portugal www.sonae.pt Sociedade Aberta Capital Social 2 000 000 000 C.R.C. da Maia - Matrícula e Pessoa Coletiva nº 500 273 170
EFANOR INVESTIMENTOS, SGPS, SA (Translation from the Portuguese original) The Chairman of the Board of the Shareholders General Meeting of Sonae - SGPS, SA Lugar do Espido, Via Norte, 4471-909 Maia Item number 3 PROPOSAL It is hereby proposed a vote by shareholders to express our appreciation for and confidence in the work performed by the Board of Directors, the Statutory Audit Board and the Statutory External Auditor of Sonae, SGPS, SA, during the year ended 31 December 2014. Porto, 30th March 2015 On behalf of the Board of Directors SEDE: AVENIDA DA BOAVISTA 1277/81 4º 4100-13 PORTO PORTUGAL TEL. +351.22.6077740 FAX: +351.22.6077750 CAPITAL SOCIAL 250.000.000 MATRICULADA NA CRC DO PORTO COM O Nº ÚNICO DE MATRÍCULA E PESSOA COLECTIVA 502 778 466
EFANOR INVESTIMENTOS, SGPS, SA (Translation from the Portuguese original) To the Chairman of the Board of the Shareholders General Meeting of Sonae - SGPS, SA Lugar do Espido, Via Norte 4471-909 Maia Item number 4 PROPOSAL It is hereby proposed: One Elect to compose the Board of Shareholders General Meeting, the Board of Directors, the Statutory Audit Board and the Shareholders Remuneration Committee for the four-year mandate starting 2015 and ending 2018: a) Board of the Shareholders General Meeting: - Manuel Eugénio Pimentel Cavaleiro Brandão - Chairman - Maria da Conceição Henriques Fernandes Cabaços Secretary b) Board of Directors: - José Manuel Neves Adelino - Duarte Paulo Teixeira de Azevedo - Andrew Eustace Clavering Campbell - Christine Cross - Tsega Gebreyes - Marcelo Faria de Lima - Ângelo Gabriel Ribeirinho dos Santos Paupério - Dag Johan Skattum SEDE: AVENIDA DA BOAVISTA 1277/81 4º 4100-13 PORTO PORTUGAL TEL. +351.22.6077740 FAX: +351.22.6077750 CAPITAL SOCIAL 250.000.000 MATRICULADA NA CRC DO PORTO COM O Nº ÚNICO DE MATRÍCULA E PESSOA COLECTIVA 502 778 466
EFANOR INVESTIMENTOS, SGPS, SA c) Statutory Audit Board: - Daniel Bessa Fernandes Coelho - Chairman - Maria José Martins Lourenço da Fonseca - Effective Member - Manuel Heleno Sismeiro Effective Member - Óscar José Alçada da Quinta- Substitute d) Shareholders Remuneration Committee: - Artur Eduardo Brochado dos Santos Silva - Chairman - Francisco de La Fuente Sánchez - Carlos António Rocha Moreira da Silva Two- Fixate the guarantee of the elected members of the Board of Directors and of the Statutory Audit Board in 250 000 euro (two hundred and fifty thousand euro), to be rendered by any of the means permitted by law; Three Authorise the directors, whose positions hold are described in the curricula vitae hereto attached, to also exercise positions in the companies in which the proposing company holds, directly or indirectly an interest, without applying any restriction on their access to information under the terms and for the effects of paragraph 4 of Article 398 of Portuguese Companies Act. The information required by sub-paragraph (d) of paragraph 1 of Article 289 of Portuguese Companies Act, is hereto attached. Porto, 30 th March 2015 On behalf of the Board of Directors, SEDE: AVENIDA DA BOAVISTA 1277/81 4º 4100-13 PORTO PORTUGAL TEL. +351.22.6077740 FAX: +351.22.6077750 CAPITAL SOCIAL 250.000.000 MATRICULADA NA CRC DO PORTO COM O Nº ÚNICO DE MATRÍCULA E PESSOA COLECTIVA 502 778 466
BOARD OF THE SHAREHOLDERS GENERAL MEETING April 2015
MANUEL EUGÉNIO PIMENTEL CAVALEIRO BRANDÃO April 2015
MANUEL Eugénio Pimentel CAVALEIRO BRANDÃO Born in Oporto, on the 6 th of June of 1946. Academic Curriculum - Degree in law from the University of Coimbra; - Attendance of the postgraduate Course in European Studies (University of Coimbra). Professional Curriculum - Lawyer (admitted to the Bar Association in 1972). Partner of PLMJ A.M. Pereira, Sáragga Leal, Oliveira Martins, Júdice e Associados Sociedade de Advogados, R.L.. Has carried on during the past 5 years, or still carries on, the following activities: In other companies: - Chairman of the Shareholders General Meeting of LEICA Aparelhos Ópticos de Precisão, S.A. (since 2006); - Chairman of the Shareholders General Meeting of SENDA EQUIPAMENTOS EM AÇO INOXIDÁVEL, S.A. ; - Chairman of the Shareholders General Meeting of APFS ASSOCIAÇÃO PORTUGUESA DE FACILITY SERVICES, S.A. ; - Vice-Chairman of the Shareholders General Meeting of BANCO BPI, S.A. (since 2007). - Member of the Board of FUNDAÇÃO DE SERRALVES. Member of the European Economic and Social Committee (1990-2011). Arbitration: - Founding Member and Member of the Portuguese Arbitration Association ;
- Member of the Executive Committee of the Arbitration Commission of the Portuguese Delegation of the ICC International Chamber of Commerce; - Arbitrator appointed by the Portuguese Economic and Social Council; - Member of LCI (London Court of International Arbitration) and of the Club Español del Arbitraje. Member of Labour Relations White Paper Commission (Comissão do Livro Branco das Relações Laborais - CLBRL) 2006-2007. Member of Oporto Council of the Bar Association (1984-1989) e of the General Council of the Bar Association (1990-1992 e 2002-2004). Chairman (2006) and Vice-Chairman (2004 e 2005) of CCBE (Council of Bars and Law Societies of Europe). Member of several national and international organisations of professional nature (UIA Union Internationale des Avocats; IBA International Bar Association; Has carried on or still carries on functions in social solidarity institutions (Board Member of the Ordem da Trindade, since 1981); of economical nature (Board of the Commercial Association of Oporto 1992-2004); of sportive nature ( Club de Golf de Miramar, Portuguese Golf Federation and Golf Association of the North of Portugal); of cultural nature (Board of the FUNDAÇÃO DE SERRALVES ; Board of the Sociedade PORTO 2001 ; Chairman of the General Board of CULTURPORTO until 2005). Shares Held in Sonae Group Companies: Does not hold any shares in companies of the Sonae Group
STATEMENT I hereby declare, as required by law, that I as a proposed member for the Board of Sonae SGPS, S.A. Shareholders General Meeting - do not incur in any of the incompatibilities envisaged in number 1 of article 414-A of the Companies Act, nor I am involved in any circumstance capable of affecting my independence under the terms of number 5 of Article 414 of the Companies Act. I will immediately inform the company of any event that, in the course of the mandate, causes incompatibilities or loss of independence under the terms of the legal requirements. I inform that I hold 47,500 shares of Sonae SGPS, SA. Porto, 23 february de 2015 (Manuel Eugénio Pimentel Cavaleiro Brandão)
MARIA DA CONCEIÇÃO HENRIQUES FERNANDES CABAÇOS April 2015
MARIA DA CONCEIÇÃO Henriques Fernandes CABAÇOS Born on the 16 th of August of 1963. Academic Curriculum - Degree in Law from the Oporto Portuguese Catholic University; - Postgraduate degree in Securities Law, University of Lisbon Law School. Professional Curriculum - Lawyer (admitted to the Bar Association in 1988). Partner of PLMJ A.M. Pereira, Sáragga Leal, Oliveira Martins, Júdice e Associados Sociedade de Advogados, R.L.. Has carried on during the past 5 years, or still carries on, the following activities: In other companies: - Chairman of the Shareholders General Meeting of FERREIRA MARQUES & IRMÃO, S.A. - TOPÁZIO ; - Secretary of the Shareholders General Meeting of NANIUM S.A. (formerly QIMONDA PORTUGAL S.A. ); - Secretary of the Shareholders General Meeting of SENDA EQUIPAMENTOS EM AÇO INOXIDÁVEL, S.A.. Shares Held in Sonae Group Companies: Does not hold any shares in companies of the Sonae Group
STATEMENT I hereby declare, as required by law, that I as a proposed member for the Board of Sonae SGPS, S.A. Shareholders General Meeting - do not incur in any of the incompatibilities envisaged in number 1 of article 414-A of the Companies Act, nor I am involved in any circumstance capable of affecting my independence under the terms of number 5 of Article 414 of the Companies Act. I will immediately inform the company of any event that, in the course of the mandate, causes incompatibilities or loss of independence under the terms of the legal requirements. I moreover hereby also inform that I am not the holder of any shares in Sonae, SGPS, S.A., nor in any other company in Sonae Group. Porto, 23 February de 2015 (Maria da Conceição Henriques Fernandes Cabaços)
BOARD OF DIRECTORS April 2015
JOSÉ MANUEL NEVES ADELINO April 2015
JOSÉ MANUEL NEVES ADELINO Curriculum Vitae Date of Birth: 19 of March of 1954 Education: 1976 Degree in Finance, Technical University of Lisbon 1981 DBA, Finance, Kent State University Professional Experience: 1978-1981 Teaching Fellow, Kent State University 1981-1986 Member of the Directive Council, Faculty of Economics, Universidade Nova de Lisboa 1981-2012 Professor, Faculty of Economics, Universidade Nova de Lisboa 1986-1989 Visiting Professor, Portuguese Catholic University 1987-1989 Visiting Professor, Bentley College 1988 Visiting Professor, ISEE 1990-1996 Dean, MBA Program and Executive Program, Faculty of Economics, Universidade Nova de Lisboa 1992-1994 Member of the Board of Directors, BPA 1994-2002 Member of the Management Board of the Deposit Guarantee Fund 1999-2002 Dean, Faculty of Economics, Universidade Nova de Lisboa 1999-2004 Member of the Global Advisory Board of Sonae - SGPS, SA 2003-2006 Member of the Board, Chairman of the Audit Committee of EDP 2003-2006 Strategy Advisory Board of PT 2003-2007 Member of the Shareholders Remuneration Committee of Sonae - SGPS, SA 2003-2010 Member of the Investment Committee of Fundo Caravela 2008-2014 Member of the Statutory Audit Board at BPI 2010-2014 Member of the Board of Directors of Cimpor 2012-2014 Director of Finance and Investment - Fundation of Calouste Gulbenkian
Offices Held in other Companies Member of the Board of Directors of Fundation of Calouste Gulbenkian Academic Offices held: Professor of Finance, Faculty of Economics, Universidade Nova de Lisboa (retired) Visiting Professor, Bentley College Shares Held in Sonae Group Companies: Does not hold any shares in companies of the Sonae Group
DUARTE PAULO TEIXEIRA DE AZEVEDO April 2015
DUARTE PAULO TEIXEIRA DE AZEVEDO CURRICULUM VITAE PERSONAL DATA PLACE OF BIRTH: Oporto DATE OF BIRTH: 31-12-1965 MARRIED TO: Nicole Katharina Gerkrath de Azevedo CHILDREN: 3 EDUCATION Secondary Education - Malvern College UK 1986 Graduation in Chemical Engineering École Polytechnique Féderále de Lausanne 1989 MBA EGP-UPBS Languages Fluent in Portuguese, English and French Good understanding of German and Spanish MOST RELEVANT EXPERIENCE 1988-1990 Sonae Tecnologias de Informação Analyst - New Investments Project Manager New Investments 1990-1993 Sonae Indústria Project Manager Organisational Development Commercial Director of Portugal New Business 1993-1996 Sonae Investimentos (Currently Sonae) Director of Strategic Planning and Control Project Leader Group restructutring 1996-1998 Modelo Continente Hipermercados Executive Board Director of Merchandising, IT and Marketing 1998-2000 Optimus (3 rd Mobile Operator) CEO
1998-April 2007 Sonae SGPS, SA Executive Board Director 2000-2007 Sonaecom (Telecommunications Media and Technology Group) CEO 2002-2007 PÚBLICO Chairman of the Supervisory Board 2003-2007 GLUNZ Chairman of the Supervisory Board 2004-2007 TAFISA Chairman of the Board of Directors 2007-2014 Sonaecom, SGPS, SA Chairman of the Board of Directors 2008-2014 MDS, SGPS, SA Chairman of the Board of Directors 2009-2013 Sonaegest - Sociedade Gestora de Fundos de Investimentos, SA Chairman of the Board of Directors 2010-2013 Sonaerp Retail Properties, SA Chairman of the Board of Directors Since May 2007 Since May 2007 Since May 2007 Since May 2007 Since April 2010 Since April 2010 Sonae SGPS, SA CEO Sonae Indústria, SGPS, SA Vice-Chairman of the Board of Directors Sonae Distribuição (currently Sonae Investimentos, SGPS, SA) Chairman of the Board of Directors Sonae Sierra, SGPS, SA Chairman of the Board of Directors Sonae MC Modelo Continente, SGPS, SA Chairman of the Board of Directors Sonae Specialized Retail, SGPS, SA Chairman of the Board of Directors
Since May 2013 Sonae Center Serviços II, SA Chairman of the Board of Directors EXECUTIVE EDUCATION - MOST RELEVANT PROGRAMMES 1994 Executive Retailing Program - Babson College 1996 Strategic Uses of Information Technology Program Stanford Business School 2002 Breakthrough Program for Senior Executives IMD - Lausanne 2008 Proteus Programme London Business School 2012 Corporate Level Strategy Havard Business School OTHER ACTIVITIES 1989-1990 Executive Board Director of APGEI Business/University Association of Engineering and Management 2001-2002 President of Apritel Association of Telecommunication Operators 2001-2008 Member of the Supervisory Board of EGP UPBS 2003 Co-author of the book Reformar Portugal 2006-2013 Member of Board of Founders of Fundação Casa da Música 2008-2009 Member of Supervisory Board of AEP Associação Empresarial de Portugal Since 2008 Member of ERT European Round Table of Industrialists Since 2009 Member of Board of Trustees of AEP Associação Empresarial de Portugal Since 2009 President of Board of Trustees of Oporto University Since 2013 Director of COTEC Since 2013 Member of International Advisory Board da Allianz SE INTERESTS AND LEISURE Reading, Travelling, Music and Sports OFFICES HELD IN OTHER COMPANIES Chairman of the Board of Directors of Migracom, SGPS, SA
Member of the Board of Directors of Efanor Investimentos, SGPS, SA Member of the Board of Directors of Imparfin, SGPS, SA Shares Held in Sonae Group Companies: Sonae SGPS, S.A.: - 928.184 shares 1-1.536.683 shares 2 1 of which 530 shares are held by descendants under his charge 2 shares held, indirectly, through a controlled company
ANDREW EUSTACE CLAVERING CAMPBELL April 2015
ANDREW EUSTACE CLAVERING CAMPBELL Curriculum Vitae PERSONAL DETAILS PLACE OF BIRTH: Muir of Ord, Scotland, UK DATE OF BIRTH: 3 August 1950 QUALIFICATIONS 1969-1973 Edinburgh University - MA - Economics 1976-1978 Harvard Business School - MBA PROFESSIONAL BACKGROUND 1978-1984 Mckinsey & Co, Consultant 1984-1987 London Business School Since 1987 Since 2014 Director of Ashridge Strategic Management Centre Part of Ashridge Business School Director of Campbell Associates Consulting Ltd Shares Held in Sonae Group Companies: Does not hold any shares in Sonae Group companies
CHRISTINE CROSS April 2015
CHRISTINE CROSS Curriculum Vitae PERSONAL DETAILS PLACE OF BIRTH: Yorkshire, United Kingdom DATE OF BIRTH: 13 June 1951 CIVIL STATUS: Married no children QUALIFICATIONS 1973 BEd (Distinction), Food Science and Nutrition, Newcastle University 1983 MSc in Food Science (Distinction), University of Reading 1990 Diploma in Management Studies, OU PROFESSIONAL BACKGROUND EDINBURGH UNIVERSITY 1975-1978 Lecturer in Food and Nutrition BATH SPA UNIVERSITY COLLEGE 1979-1985 Senior Lecturer 1985-1989 Principal Lecturer and Director of BSc (Hons) Programme Gained the validation for the BSc (Hons) programme Moved the course from 7 th to 2 nd in the recruitment league TESCO PLC 1989-1990 Head of Consumer Services Led the product assessment and nutritional labelling section of the then most aggressive retailer in the sector. Led the development of nutritional labelling on pack to complement the Company s Healthy Eating strategy Began the principle of consumer involvement in sensory testing of products in order to raise the profile and image of the Tesco brand
1990-1994 Divisional Director, Technical Services Recruited to spearhead private label development as part of Tesco brand strategy Established physical, chemical and microbiological product testing in-house in order to challenge and develop supplier standards Developed Consumer Advisory Centres in order to benchmark products in the market place and build consumer trust and loyalty Built a private label product portfolio across food and non-food resulting in 60% participation and 10% margin enhancement 1994-1997 Trading Director Responsibility for a strategic programme to reinvigorate clothing which resulted in sales of 450m p.a. and the Company diversification into non-food retailing Led a retail clothing rollout programme across 250 stores resulting in 27% LFL sales and 37% profit growth Challenged the supplier strategy with resulting increases in both service levels and quality Developed the first alternative sales channel, a Baby Direct catalogue, in line with company strategy Initiated a Company wide cultural change programme developing a vision and values, and incorporated this into a set of international KPIs 1998 2002 World Non Food Buying Director Reported directly to the Main Board, responsible for a budget of 600m Established and implemented a strategy for global sourcing across UK, Republic of Ireland, Central Europe and Asia. Demonstrated success through sourcing 20% goods centrally, 55m savings achieved p.a. Instituted a process of aggregating orders on core lines to achieve economies of scale with saving of 3.7 margin points Developed sourcing hubs in Hong Kong, Thailand, India, Czech Republic, South Africa and Turkey to access the best value for money supply Transformed the value chain to source ex factory reducing costs from 15.3% to 1.9% Challenged branded suppliers by sourcing 80m p.a. parallel goods with savings of 9m Led international cross functional teams to deliver across 14 countries and cultures Headed the strategic review of buying and sourcing in current and proposed partner organisations to take account of supply chain and systems issues 04/2002 06/2003 Group Business Development Director Reporting to the Deputy Chairman/International Director, responsible for European business expansion (and other designated areas) for the group Market assessments-russia, Turkey, Greece, Denmark, Romania, Bulgaria,
Croatia, India Designation of the appropriate entry vehicle acquisition, JV, organic growth Business plan, including partner development as appropriate Valuation, transaction structures and due diligence working with investment banks and legal advisers Deal closure successful acquisition of Hit, Poland and Kipa, Turkey Business integration to achieve 15% year 3 CROI OTHER POSITIONS HELD University of Ulster, Visiting Professor, Consumer Studies, 1997-2003 George Wimpey, plc, NED, December 2002 - December 2005 Sobeys Inc, Canada, NED, (Audit, Nominations and Remunerations Committee Member), 2003-2011 Fairmont Hotels Inc, Canada, NED, February 2005 - June 2006 Next plc, NED, (Audit, Nominations and Remunerations Committee Member), January 2005 May 2005 PwC Transaction Services, Retail Consultant, 2006-2007 Warburg Pincus Private Equity, Retail Consultant, 2006-2014 PWC, Chief Retail Advisor, 2010-2013 OFFICES HELD CHRISTINE CROSS LTD - Independent advisory Retail, since 2003 Apax Private Equity, Retail Advisor, since June 2006 Woolworths (Australia) plc, NED (PPC Chair), since January 2012 Kathmandu (New Zealand) plc, NED, since December 2012 Bramles (Australia) plc, NED, since January 2014 Fenwick (UK), NED, since October 2014 Shares Held in Sonae Group Companies: Does not hold any shares in companies of the Sonae Group
TSEGA GEBREYES April 2015
TSEGA GEBREYES 35 Portman Square, London, W1H 6LR UK 6 Pont Road, Bryanston Johannesburg, SA D.OB 14 / 12 / 1969 Nationality: Ethiopian Marital Status: Married Sex: Female Experience 2007 SATYA CAPITAL JOHANNESBURG, LONDON: SA/UK Present Founding Director, Managing Partner Investment Group focused on private equity opportunities in Africa Established business with responsibility for full range of activities ranging from legal & office set-up to recruitment of other partners and Investment Professionals Defined investment strategy, recruited Board and sector advisors and Investors Raised $200 million seed funding and planning to raise additional $400-600 million 2000-2007 CELTEL INTERNATIONAL BV/ZAIN LONDON, UNITED KINGDOM 2007 Senior Group Advisor Provided business development support and advice. Sat on various boards representing companies, including: Celtel Kenya Board Member, Chair, Audit Committee Celtel Ghana advisor Celtel Nigeria Board Member, Audit Committee 2005 Chief Strategy and Development officer Member of executive management team reporting to Board Continued previous responsibilities in addition to taking oversight for strategy and communications Completed a number of acquisitions and investments in mobile companies across Africa, including $1.2 billion in Nigeria; $ 100 million in Madagascar; $250 million in Kenya; $40 million in Tanzania Led M&A sale of Celtel to MTC which resulted in $3.4 billion to shareholders 2003 Chief Business Development and Mergers & Acquisitions Officer Member of executive management team reporting to Board Participated in setting strategy and reviewing overall performance as a member of executive management team Served on Boards of subsidiary companies to support general corporate governance Responsible for identifying and acquiring businesses in new countries
Responsible for identifying new lines of business and areas of new growth within existing countries Lead negotiations, analysis and relationship development to create entry into new area of expansion 2001 Director Mobile Commerce and New Product Development JOHANNESBURG, SOUTH AFRICA Developed mobile commerce business strategy and manage business operations and service deployment Deployed payment processing business with 30% enterprise value increase on organization Managed private equity placement efforts during 2000-1Q 2001 Implemented first African mobile payment operation for Celtel Worked on design of global roll out plan for Pan-African expansion 1996-2000 NEW AFRICA OPPORTUNITY FUND, LLP JOHANNESBURG, SOUTH AFRICA (re-named ZEYPHER OPPORTUNITY FUND, LLP) Partner OPIC-backed private equity fund focused on making investments in SADC region in Africa Founding partner Responsible for identifying, analyzing and selecting investments within the Northern SADC countries Reviewed and selected investments in wide range of industries with primary focus on telecommunication, media, financial institutions, services and fast moving consumer goods sectors. Jointly marketed the Fund to investors to close $120 million fund from US investors; raised $40 million in equity to underpin the OPIC guarantee of $80 million. Established a regional office in Kenya to support activities Provided support to the various portfolio companies as a Board director and through managing fundraising activities, identifying strategic partners and recruiting talent. 1995-1996 MCKINSEY & COMPANY, INC. LONDON, UK Business Strategy Associate Member of team that explored diversification strategy for a major English food retail chain. Designed economic analysis of proposition and estimated market potential. Authored and presented findings to senior client managers. Evaluated product/market fit for major U.K. clothing retail chain. Performed market research, analysed store operations and identified drivers of success. 1990-1994 CITICORP SECURITIES, INC. NEW YORK, USA Capital Markets: Associate Received special appointment to core team of six professionals who structured investment grade, tradable securities from a $1 billion fund of non-investment grade, airline industry related, financial assets.
Co-designed and built extensive financial models to value each class of cash flow. Analysed alternatives and developed a method for measuring return volatility and correlation with other financial instruments. Persuaded rating agency to assign investment grade rating to a large portion of the fund. Jointly marketed non-investment grade portion of the fund to principal and hedge funds. Identified investor concerns, developed alternative solutions, selected best alternative and convinced investors and project team members of its merit. Researched, analysed and integrated legal, tax, accounting and investor restrictions across several country jurisdictions to develop an optimal fund structure. Jointlypersuaded senior management to underwrite $1B of assets. Executed due diligence and independently valued debt and equity instruments purchased for inclusion in the fund. Corporate Finance and Restructuring: Associate Performed detailed analysis of private and public companies in the transportation industry including US, Canadian, Latin American, and African airline companies. Supervised financial modeling by new analysts. Identified risks and opportunities for strategic action and exposure management. Developed and presented alternatives to potential clients. Marketed investment banking services. Established and maintained client relationships. Led negotiation with senior managers of two client companies (US and Canadian) which filed for bankruptcy. Analysed legal and financial alternatives, convinced management of appropriate action plan. Established new financing terms, loan covenants, and credit agreement provisions. Managed bank syndicate group and other Asian creditors. Graduated first in associate class based on performance in a competitive, full-time, six month training program generally offered to MBAs. Subjects covered: advanced financial analysis, corporate finance theory and risk management tools. Special Projects: Junior Transactor Executed corporate divestiture of client s leasing subsidiary. Executed bank purchase of an aircraft portfolio. Provided due diligence, negotiation, structuring, documentation, and pricing support. Completed extensive analysis, developed and marketed accounting and tax driven financial products to Fortune 500s. Executed special tax driven financial products. Education 1994-1996 HARVARD UNIVERSITY GRADUATE SCHOOL OF BUSINESS ADMINISTRATION BOSTON, USA Candidate for Master in Business Administration degree, June 1996. Project team leader for Volunteer Consulting Organization, client: National Foundation for Teaching Entrepreneurship. Elected section student Career Representative. Project team member for European Business Conference. Member of Finance Club and Venture Capital Club. 1986-1990 RHODES COLLEGE MEMPHIS, USA Awarded Dual-Degree.
Received highest honors distinction for major in economics and cum laude for major in International Studies. Received Summa Cum Laude distinction for a senior thesis. Elected president of Economics Honor Society and member of International Studies Honor Society. Appointed Editor of Economics Journal and elected President of Investment Group, a student managed fund. Received Sophomore Woman of the Year award and the Ralph C. Hon Leadership award. Elected member of two leadership honor societies. Appointed member of college s Board of Trustees. Elected Student Government class representative and appointed President of New York area Alumni Club. Other Educated in Ethiopia, Switzerland and America. Traveled extensively across Africa, Western Europe and North America. Worked summers in New York and Paris. Languages Bilingual in Amharic and English. Proficient in French. Elementary Spanish Shares Held in Sonae Group Companies: Does not hold any shares in companies of the Sonae Group
MARCELO FARIA DE LIMA April 2015
Curriculum Vitae Marcelo Faria de Lima Brasilian, married, economist, 53 years old Av. das Nações Unidas, 12.551, 15º andar, Conjunto 1507 CEP 04578-000, São Paulo, SP, Brasil Professional Experience Since Feb/2003 Artesia Gestão de Recursos, S.A., São Paulo, Brazil Company authorised by CVM Securities and Exchange Commission of Brazil for the professional exercise of the Management of the Securities Investors Portfolio Position held: Shareholder and Co-founder Since Jan/2004 Metalfrio Solutions S.A., São Paulo, Brazil Public company, with shares negotiated in BM&FBovespa under the ticker FRIO3, it is a Brazilian multinational company, and one of the world s largest manufacturers of commercial refrigeration equipment Plug-In type, operating in Brazil, United States of America, Mexico, Denmark, Turkey, Russia, Ukraine, Indonesia and India, with annual income of over R$ 800 million. Position held: Chairman of the Board of Directors Since Jul/2007 Since Jan/2008 Produquímica Indústria e Comércio S.A., São Paulo, Brazil Leadership company in the solutions production in micronutrient, for agriculture and animal food, which also produces ingredients for the treatment of water for industrial processes, with annual income of over R$ 800 million. Position held: Vice-Chairman of the Board of Directors Restoque Comércio e Confeções de Roupas, S.A., São Paulo, Brazil Public company, with shares negotiated at BM&FBovespa under the ticker LLIS3, it is one of the largest retail companies in the high pattern apparel and accessories sector, cosmetics and decoration articles, in Brazil, with annual income of over R$ 1.000 million. Position held: Vice-Chairman of the Board of Directors Since Mar/2008 Since Dec/2009 Klimasan Klima Sanayi ve Ticaret A.Ş. Izmir, Turkey Public company, duly registered in Turkey s Capital Markets Board, being its shares negotiated at Istanbul Stock Exchange under the ticker KLMSN. Company controlled by Metalfrio Solutions S.A., Klimasan operates in the commercial refrigeration sector, Plug-In type. Position held: Chairman of the Board of Directors C1 Financial Inc., Saint Petersburg, Florida, United States Public company, duly registered in the Securities and Exchange Commission of the United States, being its shares negotiated at NYSE under the ticker BNK.
Commercial Bank acting in Florida, United States, with total assets in an amount higher than US$ 1.500 million. Position held: Member of the Board of Directors Since Nov/2013 TRX Investimentos Imobiliários S.A., São Paulo, Brazil Company that invests, develops, finances, and manages, owned or third parties, property assets, with assets under management with a total amount of approximately R$ 4.000 million. Position held: Member of the Board of Directors. 2002 to 2005 Neovia Telecomunicações S.A., São Paulo, Brazil Wi-Fi Company/ WiMax at São Paulo State Position held: Member of the Board of Directors 2000 to 2003 EugênioWG, São Paulo, Brazil Advertising Agency Position held: Co-founder and CEO 2000 Areautil, São Paulo, Brazil Internet gateway for property business Position held: Co-founder and CEO 1998 to 2000 Donaldson, Lufkin & Jenrette, São Paulo, Brazil Investments Bank Position held: Manager 1996 to 1998 Banco Garantia, São Paulo, Brazil Investments Bank Position held: Vice-Chairman 1989 to 1996 ABN AMRO Bank, São Paulo, Brazil/ Chicago, United States Position held: Commercial Banker 1988 to 1989 Pontifical Catholic University of Rio de Janeiro, Rio de Janeiro, Brazil Position held: Professor Education 1981-1985 Pontifical Catholic University of Rio de Janeiro, Rio de Janeiro, Brazil Degree in Economics Shares Held in Sonae Group Companies: Does not hold any shares in companies of the Sonae Group
ÂNGELO GABRIEL RIBEIRINHO DOS SANTOS PAUPÉRIO April 2015
ÂNGELO GABRIEL RIBEIRINHO DOS SANTOS PAUPÉRIO Curriculum Vitae PERSONAL DATA BIRTH : 14/09/59 ACADEMIC LEVEL: MBA (1988-1989) IN (PORTO BUSINESS SCHOOL) DEGREE IN CIVIL ENGINEERING (OPORTO UNIVERSITY - 1982) PROFESSIONAL EXPERIENCE Since 2007 Executive Vice-President of Sonae - SGPS, SA, CEO of the Board of Directors of Sonaecom, SGPS, SA, (Chairman and CEO - Since May 2014), Director of Sonae Sierra, SGPS, SA, Sonae Investimentos, SGPS, SA e MDS, SGPS, SA (Chairman of the Board of Directors - Since October 2014) 2004/2009 Director of MDS - Corretor de Seguros, SA 2007/2013 Non-Executive Director of Cooper Gay (Holdings) Limited 1996/2007 Executive Vice President and CFO of Sonae SGPS, SA, Executive Director of Sonae Capital, SGPS, SA and Chairman of the Committee of Sonae SGPS, SA 1996/2007 CFO of Sonae Distribuição, SGPS, SA (Currently Sonae Investimentos, SGPS, SA and Director of, Modelo Continente, SGPS, SA and several of its affiliates (Retail) 1994/1996 Board Member of several Sonae Distribuição owned companies 1991/1994 Manager of Planning and Control Dept. of Sonae Investimentos SGPS, SA (Currently Sonae - SGPS, SA) 1989/1991 Responsible for Television Project of Sonae Tecnologias de Informação 1984/1989 Senior officer at EDP - Eletricidade de Portugal 1982/1984 Structure Projects Engineer at Tecnopor OTHER ACTIVITIES Chairman of the Shareholders General Meeting APGEI Portuguese Association of Management and Industrial Engineering since 1989 Invited Professor of Business Policy in the Business School of Oporto University.
OFFICES HELD IN OTHER COMPANIES Chairman of Sonaecom - Sistemas de Informação, SA Chairman of Sonaecom - Serviços Partilhados, SA Chairman of Público - Comunicação Social, SA Member of the Board of Directors of ZOPT, SGPS, SA Non-Executive Director of NOS, SGPS, SA Chairman of Sonaegest Sociedade Gestora de Fundos de Investimentos, SA Chaiman of Sonaerp - Retail Properties, SA Chaiman of Sonae Financial Services, SA Vice-Chaiman of Sonae - Specialized Retail, SGPS, SA Vice-Chaiman of Sonae MC - Modelo Continente, SGPS, SA Director of Sonae Center Serviços II, SA Director of Sonae Investments BV Director of Sontel BV Chairman of MDS AUTO, Mediação de Seguros, SA Chairman of Sonae RE, SA Member of the Board of Directors of Love Letters - Galeria de Arte, SA Sole Director of Enxomil - SGPS, SA Sole Director of Enxomil - Sociedade Imobiliária, SA Sole Director of STTR Construção e Imóveis, SA Board of Directors of APGEI (Portuguese Association of Engineering and Management) Board of Governors of Universidade Católica Portuguesa Board of Governors of Porto Business School Shares Held in Sonae Group Companies: Sonae SGPS, S.A.: 770, 426 shares 1 500,000 shares 2 1 of which, 125, 000 are held by spouse 2 shares held, indirectly, through a controlled company
DAG JOHAN SKATTUM April 2015
Dag J. Skattum 38 Upper Addison Gardens London W14 8AJ Qualifications 1980 Gjovik, Norway, High School, Science 1984 Allegheny College, Meadville, PA (USA), Bachelor of Arts 1986 Simon School of Business, University of Rochester, Rochester, NY (USA), MBA Work Experience J.P. Morgan 1986-2007 Advised in London and NY, clients on some of the firm's highest profile and most complex transactions; January 2015-Present Vice-Chairman; Co-head global Mergers and acquisitions; Chairman of a newly formed global strategic advisory group; Responsible for helping develop the firm s activities in Africa. 2007-2013 TPG Partner London office; Responsible for sourcing and executing transactions; Expertise in general strategic advice, valuation and financing work. 2013-Present 2013-Present Abingdon Square Partners LLC Consulting business primarily focused on strategic advice around Africa/emerging markets. One Thousand & One Voices Managing Director A family-backed investment firm focused on Sub-Saharan African Investments. Responsible for designing valuation models, investment committee processes and adopting best practices around corporate fiancé, valuation and financing matters. Other Positions Held: Myeloma Institute, Little Rock, Arkansas - Helped constitute board; - Vice Chairman of the board;
- Co-chaired CEO succession committee of the board; - Trusted advisor to prior and current director of cancer institute (on going). Allegheny College - Trusted advisor to prior and current President of the college; - Co-chair capital campaign; - Vice Chairman of the Board (on going). Right to Play - Board member global board (Toronto, Canada HQ); - Member of the board f Directors of UK; - Chair HR committee; - Chair of CEO succession committee; - Trusted advisor to CEO and Founder (on going). Nabors Industries - Board member recruited for expertise in corporate finance and strategy (on going). Shares Held in Sonae Group Companies: Does not hold any shares in companies of the Sonae Group
STATUTORY AUDIT BOARD April 2015
DANIEL BESSA FERNANDES COELHO April 2015
DANIEL BESSA FERNANDES COELHO Curriculum Vitae PERSONAL DATA DATE OF BIRTH: 6 May 1948 MARRIED EDUCATION 1970 Degree in Economics University of Oporto 1986 Phd in Economics Lisbon Technical University PROFESSIONAL ACTIVITIES 1970-2009 Docente na Universidade do Porto 1970-1999 Faculty of Economics 1988-2000 ISEE (Institute for Entrepreneurship Studies) 1989-2002 Faculty of Engineering 2000-2008 EGP Oporto Management School 2008-2009 EGP University of Porto Business School 2009 Faculty of Economics 1978-1979 Dean of the Faculty of Economics of the University of Oporto 1983-2012 Economists - Liberal professional 1990-1995 Vice-Dean for the Financial Management Guidance of the University of Oporto 1995-1996 Economics Minister of the Portuguese Government 1996-2006 Non-Executive Director of CELBI Celulose Beira Industrial 1997-1999 Non-Executive Director of INPARSA Indústrias e Participações, SGPS, SA 1997-2008 Executive Director of Finibanco, SA 1997-2007 Chairman of the Statutory Audit Board of SPGM Investment Company 1999-2002 Chairman of the Board of the Shareholder s General Meeting of APDL Management of Douro and Leixões Ports
2000-2012 Chairman of the Advisory Board of IGFCSS Portuguese Institute for Welfare Funds Management 2001-2003 Advisory member of the Consulting council of Electric and Telephone Conducters Industries F. Cunha Barros, SA 2001-2011 Director of Finibanco Holding, SGPS, SA 2003-2013 Member of the Board of Directors of Bial Foundation 2007-2010 Member of the Advisory Board of Microprocessador, SA 2007-2011 Member of the Board of Directors of the Agency for Investment and External Commerce of Portugal - AICEP, E.P.E. 2008-2014 Member of the Investment Committee Member of PVCI Portuguese Venture Capital Initiative, entity created by FEI European Investment Fund 2009-2014 Managing Director of COTEC Portugal, Association for Innovation 2011-2012 Member of the Supervisory Board of Banco Comercial Português, SA OFFICES HELD IN OTHER COMPANIES Chairman of Statutory Audit Board of Galp Energia, SGPS, SA Chairman of the Advisory Board of Bial - Portela e Companhia, SA Shares Held in Sonae Group Companies: Does not hold any shares in companies of the Sonae Group
STATEMENT I hereby declare, as required by law, that I, as a proposed member for the Statutory Audit Board of Sonae SGPS, S.A., do not incur in any of the incompatibilities envisaged in number 1 of article 414-A of the Company Law, nor I am involved in any circunstance capable of affecting my independence under the terms of number 5 of Article 414 of the Company Law. I will immediately inform the company of any event that, in the course of the mandate, causes incompatibilities or loss of independence under the terms of the legal requirements. I inform that I will not any shares of Sonae SGPS, SA or the other company with a group relationship. Porto, 18 March de 2015 (Daniel Bessa Fernandes Coelho)
MARIA JOSÉ MARTINS LOURENÇO DA FONSECA April 2015
CURRICULUM VITAE PERSONAL DATA Name: Maria José Martins Lourenço da Fonseca Birth Date: 4th September 1957 Nacionality: Adress: Portuguese Rua Manuel Bandeira, nº 147, Hab. 62, 4150 479 PORTO EDUCATION 2009/ PhD candidate in the Business Science PhD Program at Faculty of Economics of University of Porto, with specialization in Accounting and Management Control. Dissertation with the theme: Carbon Financial Accounting: Evaluating the Disciplinarian effect of standards and markets on disclosure practices of EU- 15 listed firms, submitted at September 2014. Orientation: Doctor Patrícia Teixeira Lopes. 2002 Master in Business Science at Faculty of Economics of University of Porto, with specialization in Accounting and Management Control. Dissertation with the theme Enquadramento Contabilístico de elementos intangíveis de natureza ativa. Orientation: Doctor José Rodrigues Jesus. 1992 Participation in Young Managers Programme at INSEAD European Institute of Business Administration, Fontainebleau. 1987 Post graduate Program in European Studies at European Studies Center, Catholic University of Portugal Oporto. 1984 Degree in Economics at Faculty of Economics of University of Porto, having received the award Doutor António José Sarmento attributed to the best student in Accounting Theory. MAIN ACTIVITY Professor at School of Economics and Management, Catholic University of Portugal Oporto (CRP) PROFESSIONAL EXPERIENCE 1996/ Professor at School of Economics and Management, Catholic University of Portugal CRP, in Accounting area.
Currently, teaches the Financial Accounting subject, in the degrees of Economics and Management, and is responsible for the subject International Accounting, in the Auditing and Taxation Master Program. Exercises teaching activity at Catolica Porto Business School, in the Accounting area. Responsible for the Financial Accounting subject in multiple post-graduation Programs and advance training programs (GP in Management for lawyers, GP in Health Care Units Management, GP in Organization and Event Management, Executive Master Business Information, General Degree in Management), at EGE Atlantic Business School (Business Management School founded by Catholic University of Portugal CRP, by Universidade de Aveiro and by the Portuguese Entrepreneurial Association). 2008/ Exercise of consulting activity through the Research Centre in Management Applied Economics (CEGEA) at Catholic University of Portugal CRP. 2015 Member of the Selection Board for the Oral Tests for External Auditor (ROC) 2008/09 Cooperation with the Portuguese Institute of Statutory Auditors, in the field of professional formation, having ministered, during this period, continuous formation about the International Finance Reporting Standards (New Standards from IASB and Change of the Previous ones Annual Improvements to IFRSs). 2002/08 Cooperation with the Certified Public Accountant Association (OTOC), in the field of professional formation, having ministered, during this period, multiple formation actions in Accounting (SNC Projeto: O Novo Normativo Contabilístio Nacional Enquadramento e 1º Aplicação das NCRF, 2008; Contabilidade Orçamental, 2006; Demonstrações dos Fluxos de Caixa, 2005; Elaboração das Demonstrações Financeiras, 2004; NIC 37 Provisões, Passivos e Ativos Contingentes, 2004; A Contabilização de Existências, 2004; Constituição, Dissolução, Liquidação e Transformação de Sociedades, 2004; Impostos Diferidos, 2003; Análise das Demonstrações Financeiras, 2002; Oas Aspetos Contabilísticos e Fiscais do Imobilizado, 2002). 1996/2006 Cooperation with the Portuguese Institute of Statutory Auditors, as trainer for the External Auditor Preparatory Course. 1991/99 Assistant Professor at Faculty of Economics of University of Porto, having lectured multiple subjects in the Accounting area. 1985/96 Enter in BPI Banco Português de Investimentos, S.A., as Technician in Economic Studies and Planing Consultant (1985/90) having subsequently exercised the role of Senior Analyst in Banca de Empresas field (1990/92) and being vice-manager in Banca de Empresas field (1992/96).
1984/85 Assistant Professor at Faculty of Economics of University of Porto, having lectured the Microeconomic subject. STUDIES Caracterização dos principais grupos económicos de comunicação social, study performed for the Research Centre in Management Applied Economics (CEGEA) at Catholic University of Portugal - CRP, with Alberto Castro and Filipe Silva, 2014. Caracterização dos principais grupos económicos de comunicação social, study performed for the Research Centre in Management Applied Economics (CEGEA) at Catholic University of Portugal - CRP, with AlbertoCastro and Ana Isabel Lourenço, 2013. Caracterização genérica do mercado publicitário em Portugal, study performed for ERC - Entidade Reguladora para a Comunicação Social, with Alberto Castro and Ana Isabel Lourenço, 2009. Caracterização dos principais grupos económicos de comunicação social multiple studies performed for ERC - Entidade Reguladora para a Comunicação Social, with Alberto Castro and Ana Isabel Lourenço, 2008, 2009, 2010, 2011, 2012. JOURNALS PUBLICATIONS Produção científica em Contabilidade Financeira: o caso português no período 2001-2009, Contabilidade e Gestão (Portuguese Journal of Management and Accounting), November 2011, n.11, pages. 9-42, with Maria Teresa Bianchi and José António Moreira. COMMUNICATIONS IN COFERENCES Carbon Financial Accounting: Evaluating the convergence of practices among EU-15 listed firms study presented at 2013 International Conference for Critical Accounting (ICCA), with Patrícia Teixeira Lopes. New York, April 2013. Fair value or cost-based measurement for PPE and IP: Evidence from accounting practice under IFRS, study presented at the XXX Annual Congress of the European Accounting Association. Lisbon, April 2007. Contabilização de derivados ao justo valor: o caso particular dos swaps de divisas, study presented at the X Annual Congress da Associación Española de Contabilidad y Administración de Empresas, with Luísa Anacoreta Correia. Zaragoza, September 1999. PARTICIPATION IN CONFERENCES Participation, as a discussant, at the XIV GRUDIS Conference GRUDIS organised by the School of Economics and Management of University of Minho and by the Portuguese Network of Accounting Research (Grudis). Braga, January 2015. Member of the Scientific Commission of the XIII International Congress of Costs organised by the International Institute of Costs and by the Public Certified Accountant Association. Oporto, April 2013.
Participation as a discussant, at the X GRUDIS Seminar organised by Faculty of Economics of University of Porto and by the Portuguese Network of Accounting Research (Grudis). Oporto, January 2011. PARTICIPATION IN ACADEMIC SELECTION BOARDS Examiner of the Master Degree exams of Mariana Ferreira Mourão Alves da Silva, with the dissertation theme O Relatório Integrado, School of Economics and Management of the Catholic University of Portugal CRP, March 2015. Shares Held in Sonae Group Companies: Does not hold any shares in companies of the Sonae Group
STATEMENT I hereby declare, as required by law, that I, as a proposed member for the Statutory Audit Board of Sonae SGPS, S.A., do not incur in any of the incompatibilities envisaged in number 1 of article 414-A of the Company Law, nor I am involved in any circunstance capable of affecting my independence under the terms of number 5 of Article 414 of the Company Law. I will immediately inform the company of any event that, in the course of the mandate, causes incompatibilities or loss of independence under the terms of the legal requirements. I inform that I will not any shares of Sonae SGPS, SA or the other company with a group relationship. Porto, 11 March de 2015 (Maria José Martins Lourenço da Fonseca)
MANUEL HELENO SISMEIRO April 2015
Curriculum Vitae Name: Manuel Heleno Sismeiro Birth Date: 5 January 1945 Birth Place: Colmeias, Leiria Education: Graduation in Finance, ISCEF, Lisbon, 1971 Accountant, ICL, Lisbon, 1964 Professional Degree: Statutory Auditor, nr. 202, since 1974 Professional Curriculum: Current functions: Chairman of the Fiscal Board of Sonae Indústria, SGPS, S.A. Chairman of the Fiscal Board of Sonae Capital, SGPS, S.A. Chairman of the Fiscal Board of OCP Portugal Produtos Farmacêuticos, S.A. Chairman of the Shareholder s General Meeting Segafredo Zanetti (Portugal) Comercialização e Distribuição de Café, S.A. Ano 2014: July 2008: Chairman of the Fiscal Board of Sonae Investimentos, SGPS, S.A. Consultant, namely or internal audit and internal control. 1980-2006: Partner of Coopers & Lybrand and of Bernardes, Sismeiro & Associados, since 1998 PricewaterhouseCoopers auditors and statutory auditors. Responsible for the audit and statutory audit in several industries. More important companies: Sonae (group); Amorim (group); Unicer (group); Sogrape (group); Barros (group); TMG (group); Lactogal (group); Aveleda (group); RAR (group); Cires; Ford; REN. Responsible for the management of the Oporto office of the mentioned companies - 1982 at 2008. Manager of the Audit department in the period 1998-2002 and member of the management board of PricewaterhouseCoopers, in the same period.
1977-1980: CTT Correios e Telecomunicações de Portugal: Chefe de Divisão da Gestão e Controle de Armazéns. Responsible for the Warehouse Management and Control division. Responsible for stock management of central warehouses and of a project aimed at implementing a computer tool for stock management and control. 1975-1977: Banco Borges & Irmão: performed functions at the Economic Studies Department and at the Control Department of associated companies. 1974-1975: Arthur Young & Co: already qualified and registered as Statutory Auditor and audit assistant. 1971-1974: Ministry of Navy: compulsory military service at the Provisioning Service Division. Responsible for the stock control division for the whole of the Navy, including provisioning of the military forces in ex-colonies. 1970-1971: Banc of Agriculture: performed functions at the Organization and Methods division. Teaching Activities: 1971-1981: Instituto Superior de Economia, Lisboa: assistant of Mathematics, Statistics, Econometry and Operational Investigation. 1974-1976: University Catholic of Lisbon: assistant (first year) and regent (second year) of Accountancy in the Business Administration course. 1965-1966: Industrial and Commercial School of Leiria: Accounting and Commercial Calculus teacher in the general Commerce course.