capa propostas enweb3.cmvm.pt/english/sdi/emitentes/docs/conv68236.pdf · semapa – sociedade de...

PROPOSALS

SEMAPA – SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.

ANNUAL GENERAL MEETING OF 24 MAY 2018

PROPOSAL FROM THE BOARD OF DIRECTORS ON THE MANAGEMENT REPORT, THE FINANCIAL STATEMENTS AND OTHER INDIVIDUAL

ACCOUNTS FOR THE FINANCIAL YEAR OF 2017

ITEM 1.

We propose that the Management Report, financial statements and other individual

accounts for the financial year of 2017 be approved as submitted for the consideration

of the Shareholders.

Lisbon, 27 April 2018

The Board of Directors



PROPOSAL FROM THE BOARD OF DIRECTORS ON THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR OF 2017

ITEM 2.

We propose that the consolidated management financial statements for the financial

year of 2017 be approved as submitted for the consideration of the Shareholders.





PROPOSAL FROM THE BOARD OF DIRECTORS ON THE ALLOCATION OF PROFITS (TRANSCRIPTION OF PROPOSAL CONTAINED IN THE MANAGEMENT REPORT)

ITEM 3 .

Considering that the Company needs to maintain a financial structure

compatible with the sustained growth of the Group it manages in the various

Business Areas in which it operates,

Considering that the Company’s independence from the financial sector

involves preserving consolidated levels of short, medium and long-term debt

which allow it to maintain sound solvency indicators, and

Considering that the Company's Remuneration Committee and the Executive

Board have taken a stance on the amounts which, in their view, may be paid to

the members of the Board of Directors and the Company's Employees,

respectively, for the financial year 2017, the total approximate amount of which

is known,

It is hereby proposed:

1. That the Net Profits for the individual period, determined under the IFRS rules,

in the amount of 124,093,467.26 euros (one hundred twenty-four million, ninety-

three thousand, four hundred and sixty-seven euros and twenty-six cents) be

allocated as follows:

Dividends on shares in circulation................................. EUR 41,310,039.55* (0,512 cents per share)

Free reserves................................................................. EUR 78,383,427.71

Share of the Employees and

Directors in the profits of the financial year up to.............4,400,000.00

* excluding own shares held; 586,329 own shares were considered; on the

payment date, if this amount is changed, the total dividends payable may

be adjusted, while the amount payable per share will remain unchanged.

2. That the individual distribution of the share in profits be made by the Executive

Board in that which relates to the Employees and by the Remuneration Committee

in that which relates to the directors and, since this amount was already reflected

in the financial statements, it shall be transferred to item Free Reserves.

3. That the amount regarding the participation of Employees and Directors in the

annual profits which in accordance with applicable accounting standards has been

specialized in personnel costs, is reversed by the respective amount of credit in

Free Reserves.



SOCIEDADE AGRÍCOLA DA QUINTA DA VIALONGA, S.A.

Share Capital: 281,025 Euros – Registration at the C.R.C. of Coruche and Corporate Person no. 500 263 965 Head Office: Herdade dos Fidalgos, Biscainho, Coruche

Annual General Meeting of Shareholders of

Semapa – Sociedade de Investimento e Gestão, SGPS, S.A.

of 24 May 2018

Proposal regarding Item 4. of the Order of Business

Considering the work of the management and supervisory boards over the

financial year now ended, it is proposed that, under the terms of Article 376.1 c)

and 455 of the Companies Code, the General Meeting express its appreciation of

such work, approving a vote of confidence in said boards and their members.


The Shareholder

SOCIEDADE AGRÍCOLA DA QUINTA DA VIALONGA, S.A.

Annual General Meeting of Shareholders of

Semapa – Sociedade de Investimento e Gestão, SGPS, S.A.

24 May 2018

Proposed Resolution relating to item 5. on the Order of Business

Considering that the current company officers were elected for a term ending 31 December 2017, it

is proposed that the following persons be elected for the next four-year term ending 31 December

2021:

General Meeting:

Chairman: Francisco Xavier Zea Mantero

Secretary: Luís Nuno Pessoa Ferreira Gaspar

Audit Board:

Chairman: José Manuel de Oliveira Vitorino

Full Members: Gonçalo Nuno Palha Gaio Picão Caldeira

Maria da Graça Torres Ferreira da Cunha Gonçalves

Alternate Member: Ana Isabel Moraes Nobre de Amaral Marques Tavares da Mata

Board of Directors:

Chairman: Pedro Mendonça de Queiroz Pereira

Directors: João Nuno de Sottomayor Pinto de Castello Branco

José Miguel Pereira Gens Paredes

Paulo Miguel Garcês Ventura

Ricardo Miguel dos Santos Pacheco Pires

António Pedro de Carvalho Viana-Baptista

Carlos Eduardo Coelho Alves

Francisco José Melo e Castro Guedes

Vítor Manuel Galvão Rocha Novais Gonçalves

Vítor Paulo Paranhos Pereira

Board of Directors (cont.):

Directors: Filipa Mendes de Almeida de Queiroz Pereira Rocha Páris

Mafalda Mendes de Almeida de Queiroz Pereira Sacadura Botte

Lua Mónica Mendes de Almeida de Queiroz Pereira

José Antônio do Prado Fay

Remuneration Committee:

Frederico José da Cunha Mendonça e Meneses

José Gonçalo Ferreira Maury

João Rodrigo Appleton Moreira Rato


The Shareholder

Sodim, SGPS, S.A.

PREPARATORYINFORMATION

REGARDINGITEM5OFTHEORDEROFBUSINESS

GENERALMEETING

1

Information referred to in Article 289.1 d)

of the Companies Code

FRANCISCO XAVIER ZEA MANTERO was born in Lisbon on 25 December 1948, and he

resides in Portugal, at Beco das Terras, 11, 2750-503 Cascais. He is divorced and has

two children.

He holds a degree in law from the Faculty of Law, University of Lisbon.

He currently holds office in the following organizations:

- Chairman of the Strategic Council for Cooperation, Development and Economic

Lusophony of CIP - Confederação Empresarial de Portugal;

- Member of the Africa Network of BusinessEurope, based in Brussels, representing

the CIP - Confederação Empresarial de Portugal;

- Member of the Development Committee of BIAC - Business at OECD, representing

CIP - Confederação Empresarial de Portugal

- Chairman of the Board of the General Meeting of Semapa - Sociedade de

Investimento e Gestão, SGPS, S.A., The Navigator Company, S.A., Ativambi -

SGPS, S.A., Autophoresis, Anti-Corrosive Protection, S.A. and Fuschiafusion, S.A.

He has been involved in managing companies in Africa and companies with business

dealings with Africa since 1973, having served as Director of Sociedade de Agricultura de

S. Tomé e Príncipe, S.A.R.L., Managing Director of Mantero - Agricultura e Comércio

Internacional, S.A. (with head office in Lisbon and operations in São Tomé e Príncipe),

Chairman of the Board of Directors and Chairman of the General Meeting of Agribissau -

Companhia Agrícola da Guiné-Bissau, S.A.R.L. (with head office in Bissau) and Chairman

of the Management Board of Agrimo-Companhia Agro-Pecuária de Moçambique, Lda.

(with head office in Quelimane). In managing these companies he negotiated and

contracted finance from the World Bank (IDA and IFC), from the Commonwealth

Development Corporation and the European Union, having directed the execution of the

capital projects in São Tomé e Principe, Guinea-Bissau and Mozambique. He also led the

Mantero/Cargill Technical Services consortium, which from 1993 to 1998 managed the

Rural Development Project in the Eastern Province of Guinea-Bissau, with funding from

the European Development Fund (EDF)/European Commission.

From 1985 to 1989 he was Director of the Portuguese Chamber of Commerce and

Industry/Lisbon Industrial Association, responsible for Relations with Portuguese

Speaking Countries and International Cooperation.

He represented Portugal from 1986 to 1996 on the European Union Cocoa Trade

Organization, based in London.

Member of the General Council of the Portuguese UNESCO Commission in the 1990s.

From 1994 to 1996 he was Chairman of ELO - Associação Portuguesa para o

Desenvolvimento Económico e a Cooperação (Portuguese Association for Economic

Development and Cooperation), which he co-founded, having served as Vice-Chairman

from 1988 to 1993. From 1997 to 1999 he was Chairman of the General Meeting of this

Association.

2

In 1992 he was Chairman of the Group of Seven for European Private Sector Cooperation

with Africa, the Caribbean and the Pacific, now called EBCAM-European Business Council

for Africa and the Mediterranean, where he represented Portugal through ELO from 1988

to 1996. The European Private Sector Charter of Principles on investment in Africa was

approved under his chairmanship on 23 June 1992.

He was a member of the Board of Directors of the Forum Afrique-Europe which was

based in Paris.

From September 1997 to February 2002, he served as chairman of the Supervisory

Committee of the Portuguese Institute of Cooperation.

From 3 June to 31 October 2002 he directed the pilot project entitled “Public-Private

Partnership in Mozambique” at the OECD Development Centre in Paris, with support from

Portuguese Cooperation and until May 2003 directed the project entitled “Public-Private

Partnership for the development of the Democratic Republic of the Congo”, with support

from Belgian Cooperation and the World Bank, sitting also on the OECD-Mozambique

Steering Committee.

From April 2001 to October 2004 he chaired the Audit Board of SPI - Sociedade de

Promoção de Investimentos, S.A., with head office in São Tomé, owned jointly by the

Portuguese State (51%) and the State of São Tomé e Príncipe (49%).

In the light of various recommendations issued by the Summit of Heads of State and

Government of the CPLP, and by the Council of Ministers of the CPLP, he directed and

coordinated, as representative of ELO-Associação Portuguesa para o Desenvolvimento

Económico e a Cooperação, the process of setting up the CPLP Business Council, from 7

July 2003 to, working closely with seven representatives of corresponding business

associations in Angola (Associação Industrial de Angola), Brazil (Federação das Indústrias

do Estado de São Paulo), Cape Verde (Câmara de Comércio, Indústria e Serviços de

Sotavento), Guinea-Bissau (Câmara de Comércio, Indústria e Agricultura da Guiné-

Bissau), Mozambique (Associação Industrial de Moçambique), São Tomé e Príncipe

(Câmara de Comércio, Indústria, Agricultura e Serviços de São Tomé e Príncipe) and East

Timor (Associação Nacional dos Empresários de Timor Leste). The founding deed of the

new Business Council was signed by these 8 associations on 4 June 2004 at the central

offices of the CPLP.

On June 4, 2004, he was appointed, by unanimous decision of the 8 founding business

associations (one for each member State of the CPLP), as Secretary-General of the CPLP

Business Council. He subsequently served as Coordinator of the process for transforming

the Council into the CPLP Business Confederation, formalized on 22 March 2010, after

approval at the Extraordinary General Meeting held in Bissau on 13 December 2009.

Participated with observer status, on the invitation of the Chairman of EDFI - European

Development Finance Institutions, at the Annual Meetings of its Executives in May 2006

(Oslo) and May 2007 (The Hague), where he presented the plans for SOFID. He then

coordinated the preparations for incorporation of SOFID.

He was subsequently appointed Executive Director of SOFID-Sociedade para o

Financiamento do Desenvolvimento, Instituição Financeira de Crédito, S.A., for the period

2007-2009, holding this office until 11 May 2010.

He was a Trustee of the Portugal Africa Foundation, Member of the Consultative Council

of the Instituto Superior de Agronomia da Universidade Técnica de Lisboa, Member of the

Orientation Council of the Instituto de Investigação Científica Tropical, President of the

3

Board and Vice President of the General Council of ELO - Associação Portuguesa para o

Desenvolvimento Económico e a Cooperação, as well as Vice-President for Portugal of the

Business Confederation of the CPLP-Comunidade dos Países de Língua Portuguesa.

He was a member of the Working Party for International Expansion and Development set

up by the Portuguese Prime Minister on 25 July 2011.

He has received official honours in various countries, including the rank of Comendador

da Ordem do Cruzeiro do Sul, from the President of Brazil, the National Independence

Medal from the President of the Republic of São Tomé e Príncipe and the rank of

Comendador of the Order of Merit, from the President of the Portuguese Republic.

Shares in Semapa – Sociedade de Investimento e Gestão, SGPS, S.A.

Holds no shares in Semapa – Sociedade de Investimento e Gestão, SGPS, S.A.

April 2018

CURRICULUM VITAE

Identification:

Luís Nuno Pessoa Ferreira Gaspar

Praceta Dra. Madalena Azeredo Perdigão no. 34 – C 3.rd Esq.

3080 – 087 Figueira da Foz

Age: 46 years

Marital Status: Married

Education:

General Studies at Cambridge School

Degree in Law from the University of Lisbon in 1994 - Lisbon School of Law

Other Qualifications:

User-based IT knowledge: MS Office (Word and Excel)

Languages:

English fluent, spoken and written

French regular, spoken and written

Spanish fluent, spoken

Work Experience:

Internship for 21 months at the legal firms Veiga Gomes, Bessa Monteiro, Marques

Bom, Carlos Olavo & Associados, in Lisbon

Associate Lawyer at the legal firms Veiga Gomes, Bessa Monteiro, Marques Bom &

Associados, at R. Marquês de Fronteira no. 8 3rd Drt., from September 1996 to

October 1999

Worked independently as a lawyer in a “family company” in partnership with

Fleming de Oliveira and Patrícia Afonso, with offices in Figueira da Foz and

Alcobaça from 2000 to 2017

Partner at VCM Sociedade de Advogados SPRL, since January 2018

Post-graduate Degree in Labour Law from IDET in 2013

Law practice mostly in Commercial and Labour Law

Other Professional Experiences:

Director of Alberto Gaspar - Indústria e Comércio de Madeiras, S.A., with

headquarters in Figueira da Foz, from 1998 to 2004

Secretary of the General Meeting of Alberto Gaspar – Indústria e Comércio de

Madeiras, S.A., with principal place of business in Figueira da Foz from 1998 to

2001

Secretary of the General Meeting of Saprogal – Agro Pecuária, S.A., and Sapropor

S.G.P.S., S.A., both with headquarters in Cartaxo since 1998

Attendance from 13.12.1999 to 07.02.2000 of Pedagogical Training of Trainers

Course, with a duration of 120 hours addressed at trainers, delivered by Inovinter –

Centro de Formação e de Inovação Tecnológica, completed with the final score of

good

Delivered vocational training in the modules of Accident Prevention, Health and

Safety at the Workplace, Interpersonal Relations and Self Control at the company

Alberto Gaspar – Indústria e Comércio de Madeiras, S. A., in the process of quality

certification of the company, between January and February 2000

Chairman of the General Meeting of Cerâmicas de S. Bernardo, S.A., in Alcobaça,

since 2002

Chairman of the General Meeting of DSP – Distribuição Promocional de Têxteis,

S.A., in Paião, Figueira da Foz, since 2007

Chairman of the General Meeting of Thanda Vantu – Investimentos e Participações,

S.G.P.S., S.A., since 2008

Chairman of the General Meeting of Incomatzi – Investimentos & Gestão

Imobiliária, S.A., since 2008

Chairman of the General Meeting of Sintagma Internacional – Serviços Técnicos,

Gestão, Comércio e Investimentos, S.A., since 2008

Member of the Coimbra Ethics Council of the Portuguese Bar Association from

February 2014 to 20 January 2017 (1st term)

Member of the Coimbra Ethics Council of the Portuguese Bar Association from 20

January 2017 to 31 December 2019

Shares of Semapa - Sociedade de Investimento e Gestão, SGPS, S.A.

Does not hold shares of Semapa – Sociedade de Investimento e Gestão, SGPS, S.A.

April 2018

AUDITBOARD

1

José Manuel Oliveira Vitorino

[email protected]

Academic background

Degree in Business Organisation and Management from the Instituto Superior de Economia of Universidade de Lisboa. Registered Statutory Auditor with the Portuguese Institute of Chartered Accountants. Attended several courses and internal training courses of PricewaterhouseCoopers (International) delivered by the "International Training Committee," both in Portugal and elsewhere, covering subjects of technical nature, and also management and behaviour.

Advanced Management Program for executives sponsored by Universidade Nova (Lisboa) in 2005.

Offices held in other companies

Member of the Audit Board of Ana Aeroportos de Portugal, S.A. Member of the Audit Board of Secil – Companhia Geral de Cal e Cimento, S.A. Member of the Audit Board of The Navigator Company, S.A. Member of the Audit Board of Semapa – Sociedade de Investimento e Gestão, SGPS, S.A.

Relevant experience

Chairman of the Audit Board of Novo Banco, S.A. since August 2014 until October 2017. Before joining the technical team of PricewaterhouseCoopers - Lisbon office, he was Assistant Professor at the Faculty of Economics, University of Coimbra, where he taught Public Finance, Business Organisation, Production Management and Commercial Management. His professional activity has been mainly held between Financial Audit and Financial Advisory and Management. Relevant experience in listed companies, and particularly in IFRS reporting, both in domestic firms and in subsidiaries of international Groups. Relevant experience in due diligence projects, directed to acquisitions, mergers, divisions and fraud investigations. Involvement in various advisory projects in collaboration with teams from Canada and the UK, in the design and implementation of information systems and accounting for a large mining project, in addition to designing a chart of accounts and an information system for the National Bank of Guinea Bissau. Lead Partner in Portugal (Territory Sector Leader) of the Technology, Information+Communication and Entertainment & Media industries and for the Retail+Consumer Goods sector in the international structure of PricewaterhouseCoopers. Responsible for a large portfolio of clients, namely Jerónimo Martins Group, RTP, Ana – Aeroportos e Navegação Aérea, Alstom, Águas de Portugal, Grupo Electrolux, Bertelsmann, Mars Group, Tate & Lyle, Mattel, Sony, LG Electronics, Tupperware,

José Manuel Oliveira Vitorino

2

Securitas Group, Tudor Group, Otis Group, Master Test, TUI Portugal, Multiópticas and Randstad. Extensive experience working with African Portuguese-speaking countries. Partner in charge of the audit of operations of oil companies in Angola, such as Texaco Exploration Angola, BHP Exploration, Shell Exploration Angola, Exxon Exploration Angola, TotalfinaElf Exploration Angola, Sonangol. Responsible in Portugal for the Technical Committee of PwC and as such was part of various consulting assignments that were constituted in the scope of discussion of relevant technical issues decisive to determine PwC's sense of opinion on various matters, including formal consultation and discussion with CMVM, OROC and PwC's international structure whenever the relevance and complexity of the matters so required.

Partner of PricewaterhouseCoopers until 30th of July of 2013.

Other information

Fluent in English, good command of French and Spanish Trainer (internal and external training) in various areas: audit, accounting and management.


April 2018

Information referred to in Article 289.1 d) of the Companies Code

I. Personal details

Full name: Gonçalo Nuno Palha Gaio Picão Caldeira

II. Professional qualifications

a) Graduated in law from the Portuguese Catholic University (1990)

b) Completed professional traineeship at the District Board of the Portuguese Bar Association

(1991)

c) Post-graduate course in Management - Master of Business Administration (MBA) from

Universidade Nova de Lisboa (1996)

d) Post-graduate course in Property Management and Valuation, ISEG (2004)

III. Corporate Office held

a) Property development and management, private family business (since 2004); Manager of

Loftmania - Gestão Imobiliária, Lda. (since 2008); Manager of Linha do Horizonte –

Investimentos Imobiliários, Lda. (since 2010)

b) Full member of the Audit Board of Semapa – Sociedade de Investimento e Gestão, SGPS,

S.A. (since 2006)

c) Full member of the Audit Board of The Navigator Company, S.A. (since 2007)

d) Full member of the Audit Board of Secil – Companhia Geral de Cal e Cimento, S.A. (since

2013)

IV. Professional Activities in the last five years

In addition to the positions indicated above, no other office held in the last 5 years

V. Shares in Semapa – Sociedade de Investimento e Gestão, SGPS, S.A.

Holds no shares in the company.

April 2018

CURRICULUM VITAE

1. Identification

Maria da Graça Torres Ferreira da Cunha Gonçalves, married, with domicile for tax purposes at Rua

Padre Mário de Carvalho, no. 8, 2900-761 Setúbal

2. Education

• Degree in Business Organisation and Management from the Instituto de Ciências do Trabalho e

da Empresa (ISCTE) obtained in 1978.

• Chartered Accountant

• Fluent in English and French, good knowledge of Spanish

3. Vocational Training

• Several courses completed at the training centres of Shell and Pernod Ricard

• Several training courses completed in the areas of Accounting and Finance

4. Work Experience

• Magnetic Peripherals Inc. Portugal Jul. 1978 to Nov. 1985

(Control Data Corporation)

Several duties in General and Cost Accounting and Planning and Financial Analysis

• Shell Portuguesa, S.A. Dec. 1985 to Nov. 1989

Financial Analyst - strategy studies, project/investment profitability studies

• United Distillers Comp. Velha, Lda. Dec. 1989 to Jul. 1994

Controller - 6 months

CFO in charge of the whole Financial, IT and Procurement Area

• ITT Automotive Europe GmbH Aug. 1989 to Jul. 1995

CFO in charge of the whole Financial and Staff Area

• Pernod Ricard Portugal Aug.1995 to Jun.2015

Back Office Director in charge of Finance, Management Control, Procurement, Logistics,

Production, Human Resources and Legal.

Lead in Portugal the Seagram (Sandeman & Co.) acquisition process - 2001 /2002

In charge of the Financial and HR Areas of the acquisition process of Allied Domecq (Cockburn

Smithes & C.ª) - 2005/2006

Company representative in the Industry Association, ACIBEV, occupying the position of Vice

President.

5. Semapa Shares

Does not hold shares representing the share capital of Semapa – Sociedade de Investimento e Gestão,

SGPS, S.A.

April 2018

INFORMATION REFERRED TO IN ARTICLE 289, PARAGRAPH 1 D)

OF THE COMPANIES CODE

ANA AMARAL MARQUES

PERSONAL DETAILS:

Full Name: Ana Isabel Moraes Nobre de Amaral Marques

EDUCATION:

Graduated in law from the Faculty of Law, University of Lisbon

Law traineeship course at the Lisbon District Board of the Portuguese Bar Association

PROFESSIONAL ACTIVITY:

1997 - 2000 Integration in the Legal Department of the company J. Pereira da

Cruz, S.A.

1998 - 2012 Practised law as an independent lawyer

2008 - 2012 Collaboration with the law firm Simões Correia & Associados

2012 - To date Integration in the Credit Recovery Department of Caixa Central de

Crédito Agrícola Mútuo, c.r.l.

Areas of professional expertise: Succession Law, Administrative, Law of Obligations,

Commercial Law, Property Law and Credit Recovery.

OTHER INFORMATION:

Holds no shares in Semapa - Sociedade de Investimento e Gestão, SGPS, S.A.

April 2018

BOARDOFDIRECTORS

PEDRO MENDONÇA DE QUEIROZ PEREIRA

CURRICULUM VITAE

IDENTIFICATION AND EDUCATION

Full name: Pedro Mendonça de Queiroz Pereira

Parents: Manuel Augusto Teixeira de Queiroz Pereira and Maude da Conceição

Santos Mendonça de Queiroz Pereira

Nationality: Portuguese

Date of birth: 05 March 1949

Education: General High School Education, Lisbon

Attended the Instituto Superior de Administração

PROFESSIONAL ACTIVITIES:

1975 to 1987 Resident in Brazil, where he held the office of director in several companies in the

manufacturing, retail, tourism and agriculture industries.

1988 to 1994 Director of various companies in Portugal owned by the Queiroz Pereira family,

with interests in the real estate, the hotel, agriculture, renewable energy, automotive

and cement products and precast industries.

1995 to 2004 As the stakes of the Queiroz Pereira family expanded in the cement industry

through acquisition of companies with a majority holding in Secil and CMP, he took

on directorships in these companies and in Semapa. During this period he retained

most of the directorships held previously in other areas.

2004... Also appointed Chairman of the Board of Directors of The Navigator Company

(previously called Portucel, S.A.), as the result of the acquisition of a substantial

shareholding in this company by Semapa, whilst continuing his previous activities.

PEDRO MENDONÇA DE QUEIROZ PEREIRA

OFFICE HELD IN OTHER COMPANIES:

Currently holds office in the following companies:

CELCIMO, S.L. ....................................................................................... Chairman of the Board of Directors CIMIGEST, SGPS, S.A. ......................................................................... Chairman of the Board of Directors CIMINPART - Investimentos e Participações, SGPS, S.A. ............. Chairman of the Board of Directors FUNDAÇÃO MANUEL VIOLANTE. ............................................. Member of the Board of Trustees HOTEL RITZ, S.A. ................................................................................ Chairman of the Board of Directors SECIL - Companhia Geral de Cal e Cimento, S.A. ........................... Chairman of the Board of Directors SEINPART - Participações, SGPS, S.A. .............................................. Chairman of the Board of Directors SEMAPA – Sociedade de Investimento e Gestão, SGPS, S.A. ....... Chairman of the Board of Directors SEMAPA NEXT, S.A. (previously called INSPIREDPLACE, S.A.) ....................................... Chairman of the Board of Directors SEMINV - Investimentos, SGPS, S.A. ................................................ Chairman of the Board of Directors SODIM, SGPS, SA .................................................................................. Chairman of the Board of Directors THE NAVIGATOR COMPANY, S.A. .............................................. Chairman of the Board of Directors

Corporate office held over the last five years:

ABOUT THE FUTURE – Empresa Produtora de Papel, S.A. ...... Chairman of the Board of Directors ABOUTBALANCE SGPS S.A. ............................................................ Chairman of the Board of Directors CIMENTOSPAR – Participações Sociais, SGPS, S.A. ..................... Chairman of the Board of Directors CMP - Cimentos Maceira e Pataias, S.A. ............................................. Chairman of the Board of Directors CIMO – Gestão de Participações Sociais, S.A. ................................... Chairman of the Board of Directors COSTA DAS PALMEIRAS – Turismo e Imobiliário, S.A. ............ Chairman of the Board of Directors ECOVALUE – Investimentos Imobiliários, Lda. ............................. Manager GREAT EARTH – Projectos, S.A. ...................................................... Chairman of the Board of Directors LONGAPAR, SGPS, S.A. ...................................................................... Chairman of the Board of Directors NAVIGATOR PAPER FIGUEIRA, S.A. (previously called SOPORCEL - Sociedade Portuguesa de Papel, S.A.) ............ Chairman of the Board of Directors OEM – Organização de Empresas, SGPS, S.A. ................................. Chairman of the Board of Directors SECILPAR, S.L. ....................................................................................... Chairman of the Board of Directors SOPORCEL – Gestão de Participações Sociais, SGPS, S.A. .......... Director TEMA PRINCIPAL – SGPS, S.A. ....................................................... Director TERRAÇOS D’AREIA – SGPS, S.A. ................................................. Chairman of the Board of Directors VÉRTICE – Gestão de Participações, SGPS, S.A. ............................ Chairman of the Board of Directors VILLA MAGNA S.L. .............................................................................. Chairman of the Board of Directors

Pedro Mendonça de Queiroz Pereira holds no shares in the share capital of Semapa – Sociedade de

Investimento e Gestão, SGPS, S.A.

April 2018

INFORMATION REQUIRED UNDER ARTICLE 289 PARAGRAPH 1 D) OF THE

COMPANIES CODE

IDENTIFICATION:

Full name - João Nuno de Sottomayor Pinto de Castello Branco

Place of birth - Lisbon

Date of birth - 24 October 1960

Marital status - Married

PROFESSIONAL EXPERIENCE:

Degree in Mechanical Engineering from the Instituto Superior Técnico (Portugal)

Masters in Management from INSEAD (France)


He has served, since July 2015, as Chairman of the Executive Board of Semapa, and up

to that date was Partner-Director of McKinsey & Company - at the Iberian Office. Joined

McKinsey in 1991, where he practised in several fields, at the service of some of the

leading institutions in Portugal and Spain. He also worked in this sector in Europe, Latin

America and the USA. He was a member of the McKinsey leadership team of Banking

Practices in Europe, as leader of Corporate Finance Practices, in Banking and Insurance.

He also led teams at McKinsey working in competitiveness, productivity and innovation

in Portugal and Spain. Before joining McKinsey, he worked at the engine development

centre of Renault, in France. Since 2015, he has been Director of The Navigator

Company and Secil. In 2017 he was elected member of the General Board of AEM –

Associação de Empresas Emitentes de Valores Cotados em Mercado.

OFFICES CURRENTLY HELD IN OTHER COMPANIES:

APHELION, S.A. – Chairman of the Board of Directors

AEM - Ass. de Emp. Emitentes de Valores Cotados em Mercado – Member of the General

Board

CIMIGEST, SGPS, S.A. – Director

THE NAVIGATOR COMPANY, S.A. – Vice-Chairman of the Board of Directors

SECIL - Companhia Geral de Cal e Cimento, S.A. – Vice-Chairman of the Board of Directors

SODIM, SGPS, S.A. – Director

SEMAPA SHARES:

Does not hold shares representing the share capital of Semapa – Sociedade de

Investimento e Gestão, SGPS, S.A.

April 2018

INFORMATION REQUIRED UNDER ARTICLE 289 PARAGRAPH 1 D) OF THE

COMPANIES CODE

PERSONAL INFORMATION:

Full name: José Miguel Pereira Gens Paredes

Place of Birth: Lisbon, São Jorge de Arroios

Date of Birth: 28 May 1961


EDUCATIONAL QUALIFICATIONS:

Degree in Economics from the Universidade Católica Portuguesa de Lisboa - 1984


Traineeship at the General Direction of Competition and Prices: 1985

Rodoviária Nacional: Management Planning and Control: 1985 - 1986

Interbiz - International Trading: Marketing and Sales: 1986 - 1987

Cosec – Companhia de Seguros de Crédito: Underwriter in the Foreign Lending Department:

1987- 1989

Generale Bank – Lisbon Branch: Account Manager and Customer Money Market duties in the

Treasury / Foreign Exchange Room: 1989 - 1991

United Distillers Portugal – Controller: 1991 - 1994

Financial director in the following Companies:

Semapa – Sociedade de Investimento e Gestão SGPS S.A.: since 1994 - 2006

Secil Group: 2001 - 2005

Cimigest, SGPS, S.A.: since 1996 - 2014

Sonaca – Sociedade Nacional de Canalizações, S.A.: 1996 - 2006

Cimipar – Sociedade Gestora de Participações Sociais, SGPS, S.A.: 1996 - 2005

Goliatur – Sociedade de Investimentos Imobiliários, S.A.: since 1996 - 2009

Cimilonga Imobiliária, S.A.: from 1996 - 1999

Longavia Imobiliária, S.A.: from 1996 - 1999

Imocipar Imobiliária, S.A.: from 1996 - 1999

OEM, SGPS, S.A.: from 1999 - 2009

Market and investor relations representative for Semapa – Sociedade de Investimento e

Gestão, SGPS, S.A. since 2004

GOVERNING BODIES:

ABAPOR - Comércio e Indústria de Carnes, S.A. ......... Chairman of the Board of Directors

APHELION, S.A. ...................................................... Director

Aprovechamiento Int. de Subprodutos Ibéricos, S.A. .. Director

BIOLOGICAL - Gestão de Resíduos Industriais, L.da. .. Manager

CELCIMO, S.L.......................................................... Director

CIMIGEST, SGPS, S.A. ………………………………………….. Director

CIMIPAR – Soc. Gestora de Participações Sociais, S.A. Director

CIMO – Gestão de Participações, SGPS S.A……………….Chairman of the Board of Directors ETSA Investimentos, SGPS, S.A. ............................... Chairman of the Board of Directors

ETSA LOG, S.A. ....................................................... Chairman of the Board of Directors

I.T.S. - Indústria Transf. de Subprodutos, S.A. ........... Chairman of the Board of Directors

LONGAPAR, SGPS, S.A…………………………………………….Chairman of the Board of Directors MOR ON-LINE – Gestão de Plataformas de Negociação

de Resíduos On-Line, S.A. ........................................ Director

SEBOL - Comércio e Indústria de Sebo, S.A. .............. Chairman of the Board of Directors

SECIL - Companhia Geral de Cal e Cimento, S.A......... Director

SEMAPA – Soc. de Investimento e Gestão, SGPS, S.A. Director

SEINPART - Participações, SGPS, S.A. ....................... Director

SEMAPA NEXT, S.A. (previously called INSPIREDPLACE, S.A.) …….....Director

SEMINV - Investimentos, SGPS, S.A. ......................... Director

SODIM, SGPS, SA .................................................... Director

THE NAVIGATOR COMPANY, S.A .............................. Director

OTHER POSITIONS HELD IN THE PAST FIVE YEARS:

ABOUT THE FUTURE – Emp. Produtora de Papel, S.A..Director

ABOUTBALANCE SGPS S.A. ..................................... Director

CIMENTOSPAR – Participações Sociais, SGPS, S.A. ..... Director

CIMINPART – Inv. e Participações, SGPS, S.A. ........... Director

CMP - Cimentos Maceira e Pataias, S.A. ..................... Director

HOTEL RITZ, S.A. .................................................... Director

MARGEM – Companhia de Mineração ........................ Director

OEM – Organização de Empresas, SGPS, S.A. ............ Director

SUPREMO CIMENTOS, S.A. ...................................... Director

VILLA MAGNA S.L. ................................................... Director

NAVIGATOR PAPER FIGUEIRA, S.A. ………………………..Director

SEMAPA SHARES

Does not hold shares representing the share capital of Semapa – Sociedade de Investimento

e Gestão, SGPS, S.A.

April 2018

CURRICULUM VITAE

IDENTIFICATION:

Full name: Paulo Miguel Garcês Ventura

Place of Birth: Lisbon, Santa Maria de Belém

Date of Birth: 14 November 1970

TRAINING:

Degree in Law from the Faculty of Law of the University of Lisbon (1994)

IEP from Insead in 2008

Challenge of Leadership from Insead in 2015


1995…1996 Traineeship course at the Lisbon District Board, Portuguese Bar

Association.

1996… Final registration as lawyer with the Portuguese Bar Association.

1996…2007 Legal practice as independent professional with a particular focus

on the areas of civil and commercial law.

1997… Officer of the general meeting in several companies owned by

Sodim, SGPS, S.A., by Semapa – Sociedade de Investimento e

Gestão, SGPS, S.A. and other related companies

1997…2006 Company Secretary of Semapa – Sociedade de Investimento e

Gestão, SGPS, S.A.

1998…2000 Chairman of the Board of Directors of Beira Rio – Sociedade

Construtora de Armazéns, S.A., representing the corporation

appointed as director

2005…2007 Elected member of the Lisbon District Board of the Portuguese

Bar Association

2006… Member of the Board of Semapa and its Executive Committee

2007… Member of the Board of Semapa Inversiones, SL

2007… Member of the Board of Cimipar – Sociedade Gestora de

Participações Sociais, S.A.

2007…2008 Vice-President of the General Meeting of REN, SGPS, S.A.

2007… Vice-President of the General Meeting of Infraestruturas de

Portugal, S.A. (previously called EP – Estradas de Portugal, S.A.)

2008… Member of the Board of Abapor - Comércio e Indústria de Carnes,

S.A.

2008… Member of the Board of Aprovechamiento Integral de

Subprodutos Ibéricos, S.A.

2008… Manager of Biological - Gestão de Resíduos Industriais, L.da

2008…2017 Member of the Board of Cimo - Gestão de Participações, SGPS,

S.A.

2008…2010 Member of the Board of ETSA - Empresa de Transformação de

Subprodutos Animais, S.A.

2008… Member of the Board of I.T.S. - Indústria Transformadora de

Subprodutos, S.A.

2008… Member of the Board of Longapar, SGPS, S.A

2008… Member of the Board of Sebol - Comércio e Indústria de Sebo,

S.A.

2008… Member of the Board of Sodim, SGPS, S.A.

2009…2013 Member of the Board of Cimentospar – Participações Sociais,

SGPS, S.A.

2009… Member of the Board of Seinpart - Participações, SGPS, S.A.

2009… Member of the Board of Seminv - Investimentos, SGPS, S.A.

2009…2011 Member of the Board of Goliatur – Sociedade de Investimentos

Imobiliários, S.A.

2009…2017 Member of the Board of OEM - Organização de Empresas, SGPS,

S.A.

2010…2014 Member of the Board of GREAT EARTH - Projectos, S.A.

2010… Member of the Board of ETSA LOG, S.A. (previously called ETSA,

SGPS, S.A.)

2010… Member of the Board of ETSA – Investimentos, SGPS, S.A.

(previously called VERDEOCULTO - Investimentos, SGPS, S.A.)

2011…2015 Member of the Board of ABOUT THE FUTURE – Empresa

Produtora de Papel, S.A.

2011… Member of the Board of THE NAVIGATOR COMPANY, S.A.

2011…2015 Member of the Board of SOPORCEL – Sociedade Portuguesa de

Papel, S.A.

2011… Member of the Board of CELCIMO, S.L.

2012… Member of the Board of SECIL - Companhia Geral de Cal e

Cimento, S.A.

2012...2016 Member of the Board of CMP - Cimentos Maceira e Pataias,

S.A.

2012…2016 Member of the Board of CIMINPART - Investimentos e

Participações, SGPS, S.A.

2012…2015 Member of the Board of ABOUTBALANCE, SGPS, S.A.

2012… Member of the Board of SEMAPA NEXT, S.A. (previously called

INSPIREDPLACE, S.A.)

2014... Member of the Board of HOTEL RITZ, S.A.

2014...2017 Member of the General Board of AEM – Associação de Empresas

Emitentes de Valores Cotados em Mercado

2014... Member of the Board of CIMIGEST, SGPS, S.A.

2014...2016 Member of the Board of Villa Magna, S.L..

2017… Member of the Board of AEM – Associação de Empresas

Emitentes de Valores Cotados em Mercado

2017… Member of the Board of APHELION, S.A.

2017… Member of the General Council of Fundação Nossa

Senhora do Bom Sucesso

SEMAPA SHARES:

Does not hold shares representing the share capital of Semapa – Sociedade

de Investimento e Gestão, SGPS, S.A

April 2018

R I C A R D O M I G U E L D O S S A N T O S P A C H E C O P I R E S

PERSONAL INFORMATION:

Date of Birth: 6/5/76 Email: [email protected]

PROFESSIONAL EXPERIENCE

2008 – Present Semapa

Executive Director

Coordinator of New Business Areas.

Chief of Staff of the Chairman of the Board of Directors (Jan 11 - May 2014)

Advisor to the Chairman in several areas, in particular strategic planning.

Director of Strategic Planning and New Business (Nov 08 - Dec 10)

Management and coordination of the financial area of Semapa, which includes debt management,

strategic planning and new business studies (M&A and greenfield projects). Assisted in the

integration of the ETSA Group in the Semapa Group and in the company's strategic development.

2002 – 2008 ES Investment

Deputy Director, Corporate Finance Directorate (Jun 06 - Nov 08)

Sub-Director, Corporate Finance Directorate (May 05 - Jun 06)

Management and operational coordination of teams in M&A and capital market projects in the

Energy, Automotive and Paper and Pulp Industries in Portugal, France, Spain, Poland and Brazil.

Commercial negotiation of projects.

Directorate Assistant, Corporate Finance Directorate (Jun 04 - May 05)

Project management, carrying out several tasks, including writing up of proposals, memoranda,

due diligence, assessments and negotiation support to the Energy, Automotive and Paper and Pulp

teams

Analyst, Corporate Finance Directorate (Nov 02 - Jun 04)

Writing up of proposals, memoranda, due diligence and assessments of the Energy, Automotive

and Paper and Pulp teams, and F&B and Retail

2000 – 2001 GTE Consultores

Consultant

Writing up of investment projects for community subsidies. Drafting of strategic memoranda and

feasibility studies for start-ups. Leadership of a team of 3 in charge of project implementation

Sectors: Drinks, Graphic Arts and Media

1999 – 2000 BDO Binder

Consultant

Organizational Management: Implementation of projects for public sector organisational

restructuring (Universidade Açores and Fundo de Turismo)

Corporate Finance: Financial advisory to SMEs. Support to venture capital application projects

EDUCATION

2001–2002, Universidade Nova de Lisboa, MBA in Corporate Management

2000, ISCTE, Specialisation in Corporate Finance

1993/99, Universidade Católica Portuguesa, Degree in Corporate Management and Administration

Languages: English (fluent); Spanish (average); French and German (basic)

OFFICE HELD IN OTHER COMPANIES

2013 – Present: Director of Cimipar – Sociedade Gestora de Participações Sociais, S.A.

2013 – Present: Director of UPSIS, S.A.

2014 – Present: Director of Sociedade Cimigest, SGPS, S.A.

2014 – Present: Director of Sociedade Cimo – Gestão de Participações, SGPS, S.A.

2014 – 2018: Director of Sociedade Hotel Ritz, S.A.

2014 – Present: Director of Sociedade Longapar, SGPS, S.A.

2014 – 2017: Director of OEM – Organização de Empresas, SGPS, S.A.

2014 – Present: Director of SEINPART - Participações, SGPS, S.A.

2014 – Present: Director of SEMAPA NEXT, S.A.

2014 – Present: Director of SEMINV - Investimentos, SGPS, S.A.

2014 – Present: Director of Sodim, SGPS, S.A.

2014 – 2016: Director of Vieznada, S.L.

2014 – 2016: Director of Villa Magna, S.L.

2015 – Present: Director of Pyrus Agricultural, LLC

2015 – Present: Director of Pyrus Investments, LLC

2015 – Present: Director of Pyrus Real Estate, LLC

2015 – Present: Director of Secil – Companhia Geral de Cal e Cimento, S.A.

2015 – Present: Director of The Navigator Company, S.A.

2016 – 2017: Director of Wom International, S.A.

2017 – Present: Director of APHELION, S.A.


April 2018

António Viana-Baptista December, 19, 1957

Experience

Present:

Non Executive Board Member at:

- Semapa

- Jerónimo Martins

- Abertis

2009 - present:

Active Investor in Technology Companies in Silicon Valley:

- 2009 - present: Juvo (investor and advisor to the Founder and CEO)

- 2009 - 2016: Jasper (member of the Board 2008-2016, sold to CISCO in 2016)

- 2009 - 2016: Ruckus (Advisor to the Board and CEO 2008-2016, sold to Brocade in 2016)

- 2015 - 2017: Qlue (seed investor, sold to ServiceNow in 2017)

2011- 2018:

Credit Suisse

- CEO for Spain and Portugal (2011-2015)

- Senior Advisor for Portugal (2016-2018)

2009-2012:

Non Executive Board Member Rim/Blackberry, Canada

Non Executive Board Member NH Hotels, Spain

2008-2011:

Advisor for several Private Equity Firms on Telecom Companies

Non Executive Chairman Wind-Hellas, Greece

Advisor to the Board of Sunrise for TeleDanmark

1998-2008:

Telefónica, S.A.

- CEO Telefónica Internacional (1998-2002)

- Chairman & CEO Telefonica Móviles (2002-2006)

- CEO Telefónica España (2006-2008)

- Executive Board Member Telefonica (2000-2008)

1991-1998:

BPI – Banco Português de Investimentos

- Executive Board Member

1984-1991:

McKinsey & Co.

- Partner Madrid and Lisbon

1980-1982:

Portuguese Ministry of Finance

Education

1983: MBA, Honors and Distinction

INSEAD, Fontainebleau, France

1981: Master European Economics

Universidade Católica Portuguesa, Lisbon

1980: Degree Economics

Universidade Católica Portuguesa, Lisbon

Does not hold shares representing the share capital of Semapa – Sociedade de Investimento e Gestão, SGPS, S.A. April 2018

INFORMATION REQUIRED UNDER ARTICLE 289 PARAGRAPH 1 D) OF THE COMPANIES CODE

Identification and Educational Qualifications:

Full name: Carlos Eduardo Coelho Alves

Place of Birth: Lisbon

Date of Birth: 16 August 1949


Degree in Mechanical Engineering by the Instituto Superior Técnico in 1971 and expert Industrial Manager by the Portuguese Association of Engineers

Academic Activities:

Academic year 1971 – 1972: Lecturer of the subjects Machine Components I and II at the Instituto Superior Técnico

Professional Activities and Offices held: 1970- 1971 Trainee as Expert of the Construction Monitoring Division at the Laboratório

Nacional de Engenharia Civil in Lisbon 1971- 1972 COMETNA - Companhia Metalúrgica Nacional, SARL - Technical Services

Engineer

1972- 1975 Compulsory military service from March 1973 to March 1975; Chief Engineer of the 2nd Division at the Small Weapons and Ammunition Factory (Cartridge manufacture 7,62 NATO)

1975- 1989 COBRASCOM S.A. – Rio de Janeiro, Brazil Director from 1975 to 1984, in charge of Manufacturing Managing Director from 1984 to 1989

1989- 2009 During that period, he held the following positions:

SEMAPA - Sociedade de Investimento e Gestão, SGPS, S.A.: Director and Member of the Executive Committee, having held offices in subsidiaries of the group. SECIL - Companhia Geral de Cal e Cimento, S.A.: Director and Chairman of the Executive Committee, having held offices in subsidiaries of the group.

PORTUCEL, S.A.: Director SODIM, SGPS, S.A.: Director, having held offices in subsidiaries of the group. CIMIGEST, SGPS, S.A.: Managing Director, having held offices in subsidiaries of the group.

SONACA, S.A.: Chairman of the Board of Directors 2015 - …

ENERSIS, S.A.: Chairman of the Board of Directors SEMAPA - Sociedade de Investimento e Gestão, SGPS, S.A.: Director

Shares in Semapa: Does not hold shares representing the share capital of Semapa – Sociedade de Investimento e Gestão, SGPS, S.A. April 2018

CURRICULUM VITAE

Name: FRANCISCO JOSÉ MELO E CASTRO GUEDES Age: 69 years Marital status: Married, 2 children Nationality: Portuguese Educational Qualifications: Degree in Finance Languages: Portuguese, English (Fluent), French (Fluent)

1966/71 - Degree in Finance from Instituto Superior de Ciências Económicas e Financeiras – Lisbon 1975/76 - MBA from INSEAD – Fontainebleau. França. 1971/72 - COMPANHIA UNIÃO FABRIL-CUF – Chemicals and Metal Products Department – Market Research Manager. 1972/75 - Military Service 1976 - COMPANHIA O RIO MOJU – Agro-Industrial Project in Pará – Brazil – Financial Director. 1977/82 - ANGLO AMERICAN CORPORATION DO BRASIL – Brazilian holding company for Anglo-American. 1977 - Assistant Financial Director for the holding company 1978 - General Manager of Unigeo Geologia e Mineração when Anglo took over full ownership. 1979/82 - Held simultaneously the posts of Financial Director of the Holding Company, General Manager of Unigeo and

Financial Director of Mineração Morro Velho. 1983/87 - ANGLO AMERICAN CORP. OF SOUTH AMERICA. 1983/85 - Held simultaneously the posts of Member of the Executive Committee, Financial Director of the Holding Company

and Financial Director of Mineração Morro Velho. 1986/87 - Held simultaneously the posts of Member of the Executive Committee, Director responsible for mining (non-gold)

and industrial companies in Brazil and Financial Director of Mineração Morro Velho. 1988/89 - Corretora Ricardo Schedel/UIF – Head of the brokerage firm. In this position he was part of the Group that gave

rise to UIF involving as partners Ricardo Schedel and the José Manuel de Mello Group, Director of UIF. 1990 - FOMENTUR – Aroeira – Director of the Aroeira Project. 1991/93 - ANGLO AMERICAN CORP. PORTUGAL – Anglo American Group/De Beers Holding Company for investments in

Portugal. Vice-President and C.E.O. of Beralt Tin and Wolfram – Portugal. 1994 - NACIONAL – C.I.T.C. Director and C.E.O. 1995/96 - NUTRINVESTE. S.G.P.S. – Executive Director 1997/2001 - SOCIEDADE PONTO VERDE – General Manager.

Since 2001 SEMAPA Group: Office currently held: SECIL – Companhia Geral de Cal e Cimento, S.A. – Director

SEMAPA – Sociedade de Investimento e Gestão, SGPS, S.A. - Director

Since 2002 CDS - Ciments de Sibline, SGPS, SA – Director

Since 2003 SEMAPA Inversiones, SL – Director

Since 2011 CELCIMO, S.L.U. – Director

Since 2013 Cimigest, SGPS, S.A. - Director

Since 2014 Sodim, SGPS, S.A. – Director

Office previously held

2001 to 2005 GECIMENT – Sociedade Gestora de Participações Sociais, SA – Director

(Enersis 2 – Sociedade Gestora de Participações Sociais, SA

this company changed its name in 2004)

2001 to 2013 SCG – Société des Ciments de Gabès, S.A. – Director

2001 to 2014 SEMINV Investimentos, SGPS. S.A. (ex. SECIL – Investimentos, SGPS, S.A.) – Director

2001 to 2016 CMP – Cimentos Maceira e Pataias, S.A. - Director

2003 to 2005 ENERSIS, SGPS, S.A. – Director

2003 to 2007 PARSEINGES – Gestão de Investimentos, SGPS, SA – Director

2003 to 2013 SILONOR, S.A. – Director

2003 to 2014 CIMINPART – Investimentos e Participações, SGPS, S.A. – Director

SEINPART Participações, SGPS, S.A. – Director

2006 to 2012 VIROC PORTUGAL – Indústrias de Madeira e Cimento, S.A. – Chairman of the Board of Directors

2006 to 2013 CIMENTOSPAR – Participações Sociais, SGPS, Lda./S.A. – Director

2007 to 2010 VERDEOCULTO – Investimentos, SGPS, S.A. – Chairman of the Board of Directors

2007 to 2013 FLORIMAR – Gestão e Participações, SGPS, Soc.Unipessoal, Lda. – Manager

HEWBOL – SGPS, Lda. – Manager

2008 to 2013 SECILPAR, S.L. – Director

2009 to 2013 SERIFE – Sociedade de Estudos e Realizações Industriais e de Fornecimento de Equipamentos, Lda. - Manager

2009 to 2015 PORTUCEL - Empresa Produtora de Pasta e Papel SA. – Director

ABOUT THE FUTURE – Empresa Produtora de papel, S.A. – Director

SOPORCEL – Sociedade Portuguesa de Papel, S.A. – Director

2010 to 2013 So.I.Me Liban s.a.l. – Director PARCIM Investments BV - Director

2011 to 2014 UNICONCRETO – Betão Pronto, S.A.

2012 to 2013 GREAT EARTH – Projectos, S.A. – Director

SECIL – BETÕES E INERTES, SGPS, S.A. – Director

SECIL – UNICON, SGPS, Lda. – Manager

SECIL PREBETÃO – Prefabricados de Betão, S.A. – Chairman of the Board of Directors

SECIL MARTINGANÇA – Aglomerantes e Novos Materiais para a Construção, S.A. – Director

2012 to 2014 ABOUTBALANCE, SGPS, S.A. - Director

2012 to 2015 Supremo Cimentos, S.A. – Chairman of the Board of Directors

Margem Companhia de Mineração – Chairman of the Board of Directors

2013 to 2014 CIMO – Gestão de Participações, SGPS, S.A. – Director

LONGAPAR, SGPS, S.A. – Chairman of the Board of Directors

INSPIRED PLACE, S.A. - Director


April 2018

INFORMATION REQUIRED UNDER ARTICLE 289 (1) (D)

OF THE COMPANIES CODE

IDENTIFICATION:

Full name: Vítor Manuel Galvão Rocha Novais Gonçalves

Place of Birth: Lisbon, São Sebastião da Pedreira

Date of Birth: 16 November 1960


EDUCATION:

Degree in Business Management from ISC-HEC- St. Louis in Brussels - 1984.


1984 ...1989 UNILEVER PORTUGAL

Management Trainee.

Product Manager and Market Manager.

In charge of several procedures, including the launch of new products and

entering into new markets.

1989 ...1992 CITIBANK PORTUGAL

Member of the Management Committee.

Business Manager in the area of Venture Capital.

In charge of Corporate Finance.

Responsible for operations in Portugal and Spain.

1992 ...2000 GRUPO JOSÉ DE MELLO

Director of several of the Group's companies.

Director of Strategic Marketing and Development at BANCO MELLO.

Director-General at the company Império Insurance.

2001...2009 SGC TELECOM

Director of SGC Comunicações.

Executive Director.

Responsible for Marketing and Business Development in the various countries

where the Group was active, namely Portugal, Brazil and Greece

Since 2009 ZOOM INVESTMENT SGPS

Executive Director.

Responsible for investment management and developing new fields of

business.

Since 2010 Semapa – Sociedade de Investimento e Gestão, SGPS, S.A.

Non-Executive Director.

Since 2015 The Navigator Company, S.A.

Director.

GOVERNING BODIES:

BELDEVELOPMENT, S.A. Director

EXTRASEARCH, SGPS, S.A. Director

MAGALHÃES e GONÇALVES – Consultoria e Gestão, Lda. Manager

QUALQUER PRUMO – Sociedade Imobiliária, Lda. Manager

Semapa – Sociedade de Investimento e Gestão, SGPS, S.A. Director

THE NAVIGATOR COMPANY, S.A. Director

VANGUARDINTEGRAL, Lda. Manager

VRES – Vision Real Estate Solutions, S.A. Director

ZOOM INVESTMENT, SGPS, S.A. Director

ZOOM INVESTMENT TURISMO, S.A. Director

OTHER POSITIONS HELD IN THE PAST FIVE YEARS:

TCARE - Conhecimento e Saúde, S.A. Director

WINENERGY – Engenharia e Desenvolvimento, S.A. Director

WINPOWER,S.A. Director

SEMAPA SHARES:


April 2018

CURRICULUM VITAE

IDENTIFICATION:

Full name: VÍTOR PAULO PARANHOS PEREIRA

Address: Rua Cidade de Faro, 166

2775 – 181 PAREDE


Date of birth: 27 March 1957

Marital status: Married

EDUCATION:

Degree in Economics from Universidade Católica Portuguesa in 1981.

POSITIONS HELD:

□ Director of SODIM, SGPS, S.A.

□ Director of SEMAPA – Soc. de Investimento e Gestão, SGPS, S.A.

□ Director of CIMIGEST, SGPS, SA

□ Director of HOTEL RITZ, S.A.

□ Chairman of the Board of GALERIAS RITZ - Imobiliária, S.A.

□ Chairman of the Board of PARQUE RITZ - Imobiliária, S.A.

□ Director of CAPITAL HOTELS, B.V

□ Manager of SODIMPARQUE - Parqueamento e Garagens, Lda.

□ Director of SONAGI, SGPS, S.A.

□ Director of SONAGI – Imobiliária, S.A.

□ Director of CIMILONGA - Imobiliária, S.A.

□ Director of LONGAVIA - Imobiliária, S.A.

□ Director of REFUNDOS - Sociedade. Gestora de Fundos de

Investimento Imobiliário, S.A.

□ Manager of Sociedade Agrícola Herdade dos Fidalgos, Unipessoal, Lda.

□ Director of ANTASOBRAL – Sociedade Agro-Pecuária, S.A.

□ Member of the Audit Board of Eurovida – Companhia de Seguros de Vida,

S.A.

□ Member of the Audit Board of Popular Seguros – Companhia de Seguros,

S.A.

OFFICES HELD IN THE LAST 5 YEARS:

□ Director of VALUELEGEND – SGPS, S.A

□ Director of HOTEL VILLA MAGNA, S.L.

□ Director of VIEZNADA, S.L.

□ Director of BEIRA-RIO - Sociedade Construtora de Armazéns, S.A.

□ Director of Agrícola da Quinta da Vialonga, S.A.

□ Director of VÉRTICE – Gestão de Participações, SGPS, S.A.

□ Chairman of the General Meeting of APFIPP

□ Chairman of the Audit Board of the Associação dos Hotéis de Portugal

□ Member of the Audit Board of the Confederação do Turismo Português

SEMAPA SHARES:

Does not hold shares representing the share capital of Semapa – Sociedade de

Investimento e Gestão, SGPS, S.A

April 2018

2

Filipa Mendes de Almeida de Queiroz Pereira Rocha Páris

Curriculum Vitae

1 - Identification

Name: Filipa Mendes de Almeida de Queiroz Pereira Rocha Páris

Date of Birth: 09.03.1974

2 – Professional Qualifications

Universidade Lusíada – Applied Mathematics Degree, Computer field – 1997

Harvard Extension School – Post-graduation in Information Systems

Insead – Family Enterprise Challenge – 2015

London Business School - The Sustainable Family Business Programme – 2016

Harvard Business School – Making Corporate Boards More Effective – 2017

3 – Offices currently held in other companies

Director of SODIM, SGPS, S.A.

Director of CIMIGEST, SGPS, S.A.

Director of HOTEL RITZ, S.A.

Manager of Abstract Reason, L.da

Manager of Bestweb, L.da

Manager of Lagum, Sociedade Imobiliária, L.da

Director of Representações Carvalhal, S.A.

Director of Espaço 340, S.A.

4 – Relevant professional activities in the last 5 years

Manager in Abstract Reason, L.da, a company that develops its activity in the purchase

and sale of real estate

Manager of Bestweb, L.da, a computer consulting firm, whose activity includes, namely,

the development of web applications and the area of communication and graphic design


5 – Semapa Shares

Holds 5.488 shares in Semapa - Sociedade de Investimento e Gestão, SGPS, S.A.

April 2018

Mafalda Mendes de Almeida de Queiroz Pereira Sacadura Botte

Curriculum Vitae

1 - Identification

Name: Mafalda Mendes de Almeida de Queiroz Pereira Sacadura Botte


2 – Professional Qualifications

Completion of Secondary Education (12th Year)

Fundação Ricardo Espírito Santo – Technical Course in Woodwork Cutting

SENAI – Technical Course of Interior Design (Brasil)


London Business School - The Sustainable Family Business Programme – 2016

Harvard Business School – Making Corporate Boards More Effective – 2017

3 – Offices currently held in other companies



Chairman of the Board of Directors of Representações Carvalhal S.A.

Chairman of the Board of Directors of Espaço 340 S.A.

4 – Relevant professional activities in the last 5 years

Investment and real estate management

Development of interior design and decoration projects


5 – Semapa Shares


April 2018

Lua Mónica Mendes de Almeida de Queiroz Pereira

Curriculum Vitae

1 - Identification

Name: Lua Mónica Mendes de Almeida de Queiroz Pereira


2 - Professional Qualifications

Completion of Secondary Education (12th Year)

Insead – Negotiation Dynamics - 2014

Insead – Value Creation for Owners and Directors - 2014

Insead – International Directors Program (Module I, II, III) - 2015


Insead – AVIRA Program - 2016

Insead – Certificate in Global Management - 2016

London Business School – The Sustainable Family Business Programme – 2016

Harvard Business School – Making Corporate Boards More Effective - 2017

Singularity University – Executive Program - 2017

3 - Offices currently held in other companies



Director of SEMAPA NEXT, S.A.

Director of ECOLUA, Actividades Desportivas L.da

Director of Representações Carvalhal, S.A.

Director of Espaço 340, S.A.

4 - Relevant professional activities in the last 5 years

Founded and is Manager of ECOLUA, Actividades Desportivas L.da, company that is

dedicated to diverse equestrian activities


Held, until 2017, a Director position at Wom International, SA (Youzz)

5 - Other Actividades

Federated athlete in obstacles discipline - Portuguese Equestrian Federation, having

participated in several national and international equestrian competitions

6 – Semapa Shares


April 2018

INFORMATION REQUIRED UNDER ARTICLE 289 PARAGRAPH 1 D) OF

THE COMPANY CODE

IDENTIFICATION: Full name: José Antônio do Prado Fay Place of Birth: Porto Alegre, Rio Grande do Sul

Brazil Date of Birth: 10th November 1953 Marital Status: Married EDUCATION Degree in Mechanical Engineering from the Universidade Federal do Rio de Janeiro - 1977 Specialised in Oil Equipment Engineering COPPE/PETROBRAS - 1977 Languages: Portuguese, English and French PROFESSIONAL ACTIVITIES: COPESUL/ PETROBRAS S.A. 1978 – 1986

Project Engineer Dynamic Equipment Supervisor Head of the Mechanical Sector

PETROQUÍNMICA TRIUNFO S.A. 1986 – 1988

Head of the Engineering and Maintenance Division BUNGE GROUP 1988 – 2000

Engineering Manager Operations Director Regional Director Director of the Consumer Goods Business Unit

ELECTROLUX DO BRASIL S.A. 2000 – 2003 Marketing and Sales Director BATAVO S.A. 2003 – 2007 Chairman

BRF S. A. 2007 – 2013

General Director of Meat Products Unit CEO of Perdigão S.A. Global CEO

Member of Boards of Directors Camil S.A. – 2014 – present JMacedo S.A. – 2014 – present Supremo Cimentos (Secil) S.A. 2014 – present Other activities Senior advisor Mckinzey & Co. Holds no shares in Semapa Sociedade de Investimento e Gestão, SGPS, S.A.

April 2018

REMUNERATIONCOMMITTEE

CURRICULUM VITAE

Name: Frederico José da Cunha Mendonça e Meneses


Place of birth: Santa Isabel – Lisbon

Date of birth: 23 November 1936

Marital status: Married

1. University Qualifications

Graduated from Instituto Superior Técnico in Chemical Engineering -

1959.

“Program for Management Development”, Harvard Business School

(EUA) - 1970.

2. Professional Activities

2.1. C.U.F. Group - Portugal

2.1.1. 1959 – Started working for Companhia União Fabril,

(formerly CUF) at the Barreiro Industrial Complex, in the

Fertilizers and Pesticides Research Centre.

2.1.2. 1968 to 1971 – General Manager of the Barreiro Industrial

Complex.

2.1.3. 1971 to 1973 – General Manager of the Fertilizers and

Pesticides Division.

2.1.4. From 1973 to 1975 – Member of the Board of Directors and

Executive Board of Companhia União Fabril, responsible for

the entire Chemicals Sector.

2.2. PETRÓLEO IPIRANGA GROUP - Brazil

2.2.1. 1975 to 1978 – Member of the Board of Directors and

Executive Board of Fertilizantes do Sul, S.A. - Fertisul.

2.3. GRUPO C.A.E.M.I - Brazil

2.3.1. 1979 to 1981 - Member of the Board of Directors and

Executive Board of Caemi Internacional S.A.

2

2.4. S.N.S. GROUP - Portugal

2.4.1. 1981 to 1989 – Chairman of the Executive Board of the

Sociedade Nacional de Sabões Group.

2.5. 1989 to 2005 – Member of the Board of Directors of Cimianto

(SGPS).

2.6 1994 to 2006 - Member of the Board of Directors of Semapa -

Sociedade de Investimento e Gestão, SGPS, S.A.

2.7. 1992 to 2008 – Chairman of the Board of Directors of Cimilonga

Imobiliária, S.A.; Longavia Imobiliária, S.A. and Imocipar

Imobiliária, S.A.

2.8. 1992 to 2011 - Chairman of the Board of Directors of Refundos,

SGFII.

2.9. 1992 to 2014 – Chairman of the Board of Directors of the Real

Estate Holding Company of the Sonagi, SGPS, S.A. Group.

2.10. 2006 to the present – Member of the Remuneration Committee of

Semapa - Sociedade de Investimento e Gestão, SGPS, S.A. and The

Navigator Company, S.A.

2.11. 2007 to 2016 – Member of the Board of Directors of Villa Magna,

S.L.

2.12. 2009 to 2016 – Member of the Board of Directors of Vieznada, S.L.

2.13. 2011 to 2014 – Member of the Board of Directors of Hotel Ritz,

S.A.

2.14. 2012 to the present - Member of the Remuneration Committee of

Cimigest, SGPS, S.A. and Secil – Companhia Geral de Cal e

Cimento, S.A.

2.15. 2013 to 2014 – Chairman of the Board of Directors of Vértice –

Gestão de Participações, SGPS, S.A.,

2.16. 2013 to 2016 - Chairman of the Board of Directors of Valuelegend

– SGPS, S.A.,

2.17. 2013 to 2014 - Member of the Board of Directors of Sodim, SGPS,

S.A.

3

2.18. 2013 to the present – Member of the Remuneration Committee of

Sodim SGPS, S.A.

2.19. 1990 to 1996 – Director of Sociedade Imobiliária e Turística da

Quinta do Perú.

2.20. REPRESENTATIVE ON NATIONAL AND INTERNATIONAL

ORGANISATIONS

2.20.1. 1966 to 1975 – Member of the Portuguese North Atlantic

Committee.

2.20.2. 1982 to 1988 – Chairman of the Association of Soap,

Detergent and Maintenance and Cleaning Products

Manufacturers.

2.20.3. 1982 to 1988 – Vice Chairman of the Federation of Vegetable

Oil Manufacturers.

2.20.4. 1971 to 1975 – Portuguese representative on the council of

the International Superphosphate Manufacturers Association.

2.20.5. 1985 to 1989 – Portuguese representative on the management

committee of the Association Internationale de la Savonnerie

et de La Detergence.

3. Shares in Semapa

Holds 1 (one) share in Semapa – Sociedade de Investimento e Gestão,

SGPS, S.A.

April 2018

JOSÉ GONÇALO FERREIRA MAURY

‾ Date of Birth: November 29th, 1950

‾ Married, 3 children

Education

‾ Degree in Finanças – ISCEF / ISE , Lisbon University (1973)

‾ MBA - INSEAD, Fontainebleau,France (1978)

Languages

‾ Portuguese-mother tongue

‾ English: good (understanding, spoken and written)

‾ French: good (understanding),good/average/( spoken and written)

‾ Spanish: good(understanding) ,average/low(spoken and written)

Professional Experience

‾ Started the professional career at the former Secretariado Técnico da Presidência do

Conselho/Government Planning Department (1971-1973) and in various departments (1973-1974

and 1976-1977) of the Ministry of Industry, including at IAPMEI.

‾ Served the Portuguese Navy fulfilling the mandatory military service (1974-1976).

‾ During a very short period worked for Quimigal (1977), before joining INSEAD at Fontainebleau,

France (MBA -1977-1978). Back to Portugal worked as Commercial Director of Tobom - meat

processing company (1978-1979) and was Economic Assistant and Cabinet Head of the Secretary

of State for Transports (1980-1981).

‾ From 1981 to 1989 worked at Citibank, Spain (1981) and Portugal. In Portugal was responsible

for financial institutions and was a member of the team that negotiated and prepared the opening

of the bank in Portugal. From 1985 to 1989 was Vice President responsible for the Credit

Department and Risk Management.

‾ From 1990 to 2014 worked for Egon Zehnder, having co-initiated and co-led the Firm`s

establishment and development in the Portuguese market. In 1996 was elected Partner of Egon

Zehnder and was also Managing Partner of the office in Portugal (2009-2011). Along the years

handled a wide variety of situations and projects involving the hiring and assessment of C level

and senior executives, NEDs, organizational structures, as well as advising and consulting to major

international and Portuguese groups. Within the scope of Egon Zehnder international ´s structure

was a Member of the following International Practice Groups: Financial Services Practice Group,

Consumer Practice Group, Family Advisory Business Practice Group and Board Consulting

Group.

Recent and present positions

‾ President of the Remuneration Committee of Semapa and Secil (since 2006) and of The Navigator

Company/ ex Portucel (since 2007).

‾ Member of the Remuneration Committee of CTT (2014-2015)

‾ Non-Executive Board Member of Gestmin SGPS (since 2015).

‾ Chairman of the General Meeting of Shareholders of Gestmin SGPS (since 2016)

‾ Member of the Remuneration Committee of EDP´s General and Supervisory Board (since 2015)

‾ Chairman of the Remuneration and Welfare Board of Millennium BCP (since 2015)

‾ Chairman of the General Meeting of Shareholders of Zurich-Companhia de Seguros Vida, SA.

(since 2017)

Shares in Semapa:

‾ Does not hold shares representing the share capital of Semapa – Sociedade de Investimento e

Gestão, SGPS, S.A.

April 2018

1

CURRICULUM VITAE

João Rodrigo Appleton Moreira Rato [email protected]

Born on 12 August 1947, married, 3 children and 6 grandchildren.

Military service from October 1972 to July 1975 in the Vehicle Maintenance Section.

EDUCATION

Degree in Mechanical Engineering from the Instituto Superior Técnico de Lisboa, from 1965 to 1971, graduating with final average score of 14/20.

Invited to lecture in specialist field, but unable to take up position due to incompatibility with professional commitments.

Lower Cambridge Certificate, British Council, Lisbon, from 1963 to 1965.

VOCATIONAL TRAINING

Course in Sales Techniques of Commercial Vehicles (5 days) at TEOR, in Lisbon, in 1972.

Course (5 days) in Management of Commercial Vehicle Dealerships and Technical Assistance Centres at Mercedes-Benz, in France, in 1974, followed by a 5-day training placement with a Mercedes-Benz dealership in Paris.

Logistics Course by Fiat, at the Business Management Institute (ISVOR) in Marentino (Turin), in 1978 (2 weeks).

Course in Foodstuffs Marketing at Partex, Lisbon, in 1986 (5 days).

Course in Marketing Management at Infortec, Lisbon, September to November 1979 (112 hours).

Course for senior management of Neocel, on running Progress Groups, Module 1, Infortec, Lisbon, May and June 1990.

Course in Financial Management for Non-Financial Managers at Darden Graduate School of Business Administration, University of Virginia, U.S.A., April 1996.

PROFESSIONAL EXPERIENCE

August 1970 to April 1971, during his final year at I.S.T., Assistant Head of Equipment Maintenance Department at Construções Técnicas SA, at the company’s general site in Alverca.

May 1971 to February 1975, Assistant Head of Commercial Vehicle Sales at C. Santos Lda, official Mercedes-Benz dealer in Portugal, with a 6-month interruption for military service and officer training studies.

October 1972 to July 1975 on military service, full time for the first 6 months and subsequently on part-time basis.

March 1975 to February 1980, Head of Marketing and Logistics at Fiat Portuguesa, in Lisbon.

mailto:[email protected]

2

February 1980 to January 1986, Director and Manager of two companies in the agricultural sector.

February 1986 to August 1990, Marketing and Sales Director at Neocel, international company in the flexible packaging sector, currently owned by the Amcor Group.

September 1990 to September 1993, Assistant General Manager of Lifresca, Portuguese private company producing packaging for the pharmaceutical, cosmetics and food sectors. From 1 February 1993 combined this position with that of Sales Coordination Manager at Higifarma, the holding company for the group which also owns Lifresca.

From March 1989 to January 1993, Director of Codipor – Portuguese Product Identification and Coding Association.

From 1 October 1993 to 10 September 2009, Manager and General Director of Strapex Embalagem Lda, a Swiss multinational company engaged in manufacturing and marketing machinery and consumables for sealing packaging and protection during transport. In October 1999 the Strapex Group was acquired by ITW - Illinois Tool Works which owns some 600 companies in more than a hundred countries, with head office in Chicago and listed on the Chicago and New York stock exchanges. From March 2008, in addition to his existing position, took on duties as Product Manager in the Orgapack Strapex Group for plastic belts (PP and PET).

From March 2009 to March 2015, Director of the Portuguese Equestrian Association.

From 10 September 2009, retired.

Speaker at various seminars in the packaging, product coding and electronic data transmission sectors.

Worked with the University of Trás-os-Montes on a book entitled Packaging for the Food Industry, published in 1991.

Since 2008, member of the Remuneration Committee of Navigator Company (formerly Portucel-Soporcel) and Secil.

Since 2014, member of the Remuneration Committee of Semapa.

Lecturer at post-graduate programme in Food Packaging, in November 1996, at the Higher School of Biotechnology of the Portuguese Catholic University.

Fluent English and French, written and spoken.

Good knowledge of Italian and Spanish.

Excellent IT skills.

Business travel to : Germany, Angola, Saudi Arabia, Algeria, Austria, Cape Verde, Canada, Spain, United States, France, England, Ireland, Israel, Italy, Morocco and Sweden.

Has also visited: Brazil, Haiti and Venezuela.

3

SHARES IN SEMAPA: Holds no shares in Semapa – Sociedade de Investimento e Gestão, SGPS, SA.

April 2018


ANNUAL GENERAL MEETING OF 2018

REMUNERATION COMMITTEE STATEMENT RELATING TO THE REMUNERATION POLICY

REMUNERATION POLICY STATEMENT OF THE DIRECTORS AND AUDITORS

OF SEMAPA I. Introduction

Semapa’s Remuneration Committee drew up a remuneration policy statement for the first time in early 2007, successfully submitting it for approval by the company’s general meeting that year. This statement was drafted at that time in line with a recommendation issued on this matter by the Securities Market Commission (Comissão de Mercado de Valores Mobiliários). The Remunerations Committee declared at this time that it felt that the options set out in the statement should be maintained until the end of the term of office of the company’s officers then underway. This term ran from 2006 to 2009. The statement was due for review in 2010, not only because a fresh term of office had started, but also because of the entry into force of Law 28/2009, of 19 June, requiring remuneration committees to submit a remuneration policy statement annually for the approval of the general meeting. This Committee continues to believe that a remuneration policy statement, due to its nature as a set of principles, should be mostly stable during an entire term of office, which is why the content of this year's statement will remain unchanged. There is a significant divide between the two most common systems for setting the remuneration of company officers. The first is for such remuneration to be set by the general meeting; this solution is rarely adopted, being rather impractical for a variety of reasons. The second is for remuneration to be set by a Committee, which decides in keeping with criteria on which the shareholders have not had the opportunity to pronounce. The solution now before us amounts to an intermediate system whereby the shareholders can appraise a remuneration policy to be followed by the Committee. This seeks to draw on the best features of both theoretical systems, as we propose to do in this document, reasserting the position we have previously defended whilst also including the contribution from the additional experience and expertise acquired by the company, and complying with the legal requirements in this field as referred to above.

II. Legal framework and recommendations

This statement is issued in the legal framework formed by Law 28/2009, of 19 June (as referred to above), and the recommendations of the Securities Market Commission (2013). In addition to rules on the frequency with which the statement must be issued and approved and on disclosure of its content, this law also stipulates that this content should include information on:

a) Arrangements for aligning the interests of members of the management body with

those of the company;

b) Criteria for setting the variable component of remuneration;

c) The existence of share or share option pay schemes for members of the management and supervisory bodies;

d) The possibility of the variable component of remuneration, if any, being paid,

wholly or in part, after the accounts have been finalized for the entire term of office;

e) Rules limiting variable limitation in the event of the company’s results revealing

significant deterioration in the company’s performance in the last period for which accounts are closed or when such deterioration may be expected in the period underway.

The current recommendations of the Securities Market Commission make the following requirements:

II.3.3. The statement on the remuneration policy for the management and supervisory bodies referred to in Article 2 of Law No. 28/2009 of 19 June, shall also contain the following: a) Identification and details of the criteria for determining the remuneration paid to

the company officers;

b) Information regarding the maximum potential amount, in individual terms, and the maximum potential amount, in aggregate form, to be paid to members of corporate bodies, and identify the circumstances in which these maximum amounts may be payable;

c) Information on whether payments are due for the dismissal or termination of

appointment of board members.

III. Rules deriving from law and the articles of association Any system for setting remuneration will inevitably have to consider the legal rules, as well as any private rules which may be established in the articles of association. The legal rules for the directors are basically established in Article 399 of the Companies Code, from which it follows that:

Powers to fix the remuneration lie with the general meeting of shareholders of a committee appointed by the same.

The remuneration is to be fixed in accordance with the duties performed and the company’s state of affairs.

Remuneration may be fixed, or may consist in part of a percentage of the profits for the period, but the maximum percentage to be allocated to the directors must be authorized by a clause in the articles of association, and shall not apply to distribution of reserves or any part of the profits for the period which could not, under the law, be distributed to shareholders.

For the members of the Audit Board and the officers of the General Meeting, the law lays down that the remuneration shall consist of a fixed sum, which shall be determined in the same way by the general meeting of shareholders or by a committee appointed by the same, taking into account the duties performed and the state of the company’s affairs. Semapa’s articles of association contain a specific clause, number seventeen, dealing only with the directors and governing also retirement provision. We transcribe the relevant passages:

“2 – The remuneration of the directors […] is fixed by a Remuneration Committee comprising an uneven number of members, elected by the General Meeting.

3 –The remuneration may consist of a fixed part and a variable part, which

shall include a share in profits, which share in profits shall not exceed five per cent of the net profits of the previous period, for the directors as a whole. "

This is the formal framework to be observed in defining remuneration policy.

IV. Historical background Since the incorporation of Semapa and up to 2002, all directors of Semapa received remuneration comprising a fixed component, paid fourteen times a year, and fixed by the Remuneration Committee, then called the Comissão de Fixação de Vencimentos. In 2003, the resolution on the distribution of profits from 2002 included, for the first time, a part of the profits to be directly paid as remuneration to the directors, divided between the directors as decided by the Remuneration Committee. This procedure was repeated through to 2005, with regard to the profits from 2004. In 2006, the allocation of profits from 2005 did not provide for any amount for directors’ remuneration. The variable component of the remuneration was fixed in 2006 by the Remuneration Committee, also with reference to the profits, in accordance with the articles of association. This is the procedure which has stayed in place through to 2014, although since 2007 this has taken place within the terms of a remuneration policy statement approved by the company’s General Meeting. In 2015 we addressed again the benefits of returning to the previous procedure of having the shareholders decide directly at the General Meeting the total amount to be paid, according to the year's results and as proposed by the Remunerations Committee, which would be in charge of the individual distributions. The procedure was welcomed and has been implemented since 2015.

It should be noted that the allocation of a percentage of profits is not applied directly, but rather as an indicator, and also as a limit, in line with the articles of association, on amounts which are determined in a more involving process, taking into account the factors set out in the remuneration policy statement in force and the KPIs mentioned below. There has therefore been a constant procedure since 2003, with the directors’ remuneration comprising a fixed component and a variable component. Since the incorporation of the company, members of the Audit Board have received fixed monthly remuneration. In the case of the officers of the General Meeting, since remuneration for these officers was first instituted it has been set on the basis of the number of meetings actually held.

V. General Principles The general principles to be observed when setting the remuneration of the company officers are essentially those which in very general terms derive from the law: on the one hand, the duties performed and on the other the state of the company’s affairs. If we add to these the general market terms for similar situations, we find that these appear to be the three main general principles: a) Duties performed.

It is necessary to consider the duties performed by each company officer not only in the formal sense, but also in the broader sense of the work carried out and the associated responsibilities. Not all the executive directors are in the same position, and the same is also true, for example, for the members of the audit board. Duties have to be assessed in the broadest sense, taking into account criteria as varied as, for example, responsibility, time dedicated, or the added value to the company resulting from a given type of intervention or representation of a given institution. The fact that time is spent by the officer on duties in other controlled companies also cannot be taken out of the equation, due, on the one hand, to the added responsibility this represents, and, on the other hand, to the existence of another source of income. It should be noted that Semapa’s experience has shown that the directors of this company, contrary to what is often observed in other companies of the same type, have not always been neatly split into executive and non-executive. There are a number of directors with delegated powers and who are generally referred to as executive directors, but some of the directors without delegated powers have been closely involved in the life of the company in a variety of ways. Namely regarding the allocation of variable remuneration, the position of the Chairman of the Board is especially relevant here; although he is not member of the Executive Board, he is closely involved in the decisions taken regarding the company's day-to-day business.

b) The state of the company’s affairs.

This criterion must also be understood and interpreted with caution. The size of the company and the inevitable complexity of the associated management responsibilities, is clearly one of the relevant aspects of the state of affairs, understood in the broadest sense. There are implications here for the need to remunerate a responsibility which is greater in larger companies with complex business models and for the capacity to remunerate management duties appropriately.

d) Market criteria.

It is unavoidably necessary to match supply to demand when setting any level of payment, and the officers of a corporation are no exception. Only respect for market practices makes it possible to retain professionals of a calibre required for the complexity of the duties performed and the responsibilities shouldered, thereby assuring not only their own interests but essentially those of the company, and the generation of value of all its shareholders. In the case of Semapa, in view of its characteristics and size, the market criteria to be considered are those prevailing internationally, as well as those to be observed in Portugal.

VI. Compliance with legal requirements and recommendations

Having described the historical background and the general principles adopted, we shall now consider the issue of compliance by these principles with the relevant legal requirements. 1. Article 2 a) of Law 28/2009. Alignment of interests.

The first requirement that Law 28/2009 regards as essential in terms of the information in this statement is for a description of the procedures which assure that the directors’ interests are aligned with those of the company. We believe that the remuneration system adopted in Semapa is successful in assuring such alignment. Firstly, because the remuneration sets out to be fair and equitable in the light of the principles set out, and secondly because it links the directors to results by means of a variable remuneration component which is set primarily in the light of these results.

2. Article 2 b) of Law 28/2009. Criteria for the variable component. The second requirement established by the law is for information on the criteria used to determine the variable component. The variable remuneration it set based on the target amount applied to each director and is paid according to the individual's performance and performance of the company that correspond to the expectations and the criteria defined before hand. The target amount is weighted by the aforementioned principles - market, specific

functions, state of the company -, in particular comparable market circumstances in positions equivalent in function. Another important factor taken into account when setting the variable component is Semapa’s option not to provide any share or option plans. Actual performance compared to the expectations and goals, which determine target variations is weighted against a set of quantitative and qualitative KPIs of the company's performance and of the relevant director, which include in particular EBITDA, net income and cash flow.

3. Article 2 c) of Law 28/2009. Share or option plans. The decision whether or not to provide share or option plans is structural in nature. The existence of such a plan is not a simple add-on to an existing remuneration system, but rather an underlying to change to the existing system, at least in terms of the variable remuneration. Although a remuneration system of this type is not incompatible with the company’s articles of association, we feel that the wording of the relevant provisions in the articles and the historical background to the existing system argue in favour of maintaining a remuneration system without any share or option component. This is not to say that we see no merits in including a share or option component in directors’ remuneration, nor that we would not be receptive to restructuring directors’ remuneration to incorporate such a plan. However, such a component is not essential in order to promote the principles we defend and, as we have said, we do not believe that this was the fundamental intention of the company’s shareholders.

4. Article 2 d) of Law 28/2009. Date of payment of variable remuneration. Specialists in this field have drawn attention to significant advantages in deferring payment of the variable component of remuneration to a date when the entire period corresponding to the term of office can in some way be appraised. We accept this principle as theoretically sound, but it appears to us to offer few advantages in the specific case of Semapa and other similar companies. One of the main arguments supporting this system is that directors should be committed to achieving sustainable medium-term results, and that the remuneration system should support this, avoiding a situation where remuneration is related simply to one financial year, which may not be representative, and which may present higher profits at the cost of worse results in subsequent years. However, whilst this danger is real and is worth safeguarding against by means of systems such as this in companies where the capital is completely dispersed and the directors may be tempted to take a short term view, maximizing quick results by sacrificing long term potential, this does not correspond to the situation in a company such as Semapa, with a stable shareholder structure and management, where these concerns are inherently less of an issue.

5. Article 2 e) of Law 28/2009. Procedures limiting variable remuneration. Procedures of this kind are designed to limit variable remuneration in the event of the results showing a significant deterioration in the company’s performance in the last reporting period or when such deterioration may be expected in the period underway. This type of provision also reflects a concern that good performance in the short term, which may boost directors’ remuneration, could be achieved at the cost of future performance. For obvious reasons, the arguments presented above also apply here. It should also be noted that a system of this kind would have little practical effect if not combined with significant deferral of remuneration, which is not proposed for Semapa.

6. Recommendation II.3.3 a). Criteria for determining the remuneration paid.

The criteria for determining the remuneration paid to the company officers is that which is drawn from the principles listed in chapter V above and that described in item 2 of chapter VI above, concerning the variable component of the directors' remuneration. Besides these, there are no predetermined mandatory criteria at Semapa for setting the remuneration.

7. Recommendation II.3.3 b). Maximum potential, individual and aggregate

remuneration. Semapa's Articles of Association only lay down the maximum potential aggregate amount of variable remuneration payable to directors which, according to clause 17.3, corresponds to a share in profits not exceeding five per cent of the net profits of the previous period. Without prejudice to the fact that this Committee agrees with the meaning of the recommendation concerning the fixing of maximum potential amounts, in Semapa's case in our view, where a statutory provision on this matter already exists, no complementary rules limiting amounts are required, without prejudice to setting such limits for controlled companies. The maximum amount can be reached whenever performance criteria have been fulfilled completely.

8. Recommendation II.3.3. c). Payments for the dismissal or termination of duties. There are no agreements, and no such provisions have been defined by this Committee, on payments by Semapa relating to dismissal or termination of Directors’ duties. This fact is the natural result of the particular situations existing in the company, and not a position of principle taken by this Committee against the existence of agreements of this nature.

The supplementary legal rule in this matter apply here.

VII. Specific Options

The specific options for the remuneration policy we propose may therefore be summarized as follows:

1. The remuneration of the executive members of the Board of Directors and the Chairman, as mentioned in paragraph a) of Chapter V, shall comprise a fixed and variable component.

2. The remuneration of non-executive directors shall comprise only a fixed

component that may be complemented according to the piling on of added responsibilities.

3. The remuneration of the members of the Audit Board and the officers of the

General Meeting shall comprise a fixed component only. 4. The fixed component of the remuneration of directors shall consist of a monthly

amount payable fourteen times a year or of a predetermined amount for each meeting of the Board of Directors attended.

5. A monthly rate shall be set for the fixed component of the remuneration of

directors for all those who are members of the Executive Board and those who, although not members of such Board, perform duties or carry out specific work of a repeated or ongoing nature.

6. The predetermined amount for participation in meetings by members of the Board

of Directors shall be fixed for those who have duties which are essentially advisory and supervisory.

7. The fixed remuneration of the members of the Audit Board shall consist in all

cases of a predetermined amount paid fourteen times a year. 8. The fixed remuneration of the officers of the General Meeting shall consist in all

cases of a predetermined amount for each meeting, the remuneration for second and subsequent meetings being lower than that for the first general meeting of the year.

9. The procedure for assigning variable remuneration to the executive members of

the Board of Directors shall comply with the criteria proposed by the Remuneration Committee, and such remuneration shall not exceed five per cent of the consolidated net profits (IFRS format).

10. In setting all remuneration, including in particular the distribution of the total

amount allocated to the variable remuneration of the Board of Directors, the general principles established above shall be observed: the duties performed, the state of the company’s affairs and market criteria.


The Remuneration Committee

José Gonçalo Ferreira Maury

Frederico José da Cunha Mendonça e Meneses

João Rodrigo Appleton Moreira Rato



PROPOSAL FROM THE BOARD OF DIRECTORS ON THE ACQUISITION AND DISPOSAL OF TREASURY SHARES AND BONDS

ITEM 7.

Considering the advantages which the company may obtain from the acquisition and

disposal of its own shares and bonds, it is proposed that, under the terms of the

provisions of Articles 319, 320 and 354 of the Companies Code, the company’s

Board of Directors be authorized, within eighteen months of the date of the resolution

on this proposal, to purchase and dispose of the company’s own shares and bonds,

provided that such operations are effected on the stock exchange from the listed

price on the stock exchange, and provided also that the maximum number of shares

to be acquired or disposed of shall not exceed 10% of the total number of shares of

the company, whilst in the case of bonds, all securities issued by the company may

be acquired or disposed of. It is further proposed that, if necessary under the terms of

the relevant legislation and regulations, the Board of Directors shall fix the other

requirements to which such transactions shall be subject.



capa propostas enweb3.cmvm.pt/english/sdi/emitentes/docs/conv68236.pdf · semapa – sociedade de...

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