extraordinary general shareholders’ meeting 4 … · chairman of the general meeting of...

Sociedade Comercial Orey Antunes, S. A.

Rua Maria Luísa Holstein, n.º 20 1300-388 Lisboa, Portugal . T: +(351) 213 407 000 . F: +(351) 213 473 937 . E: [email protected]

www.orey.com

Sociedade Comercial Orey Antunes, S. A. Capital Social: 12.000.000,00 euros Nº de Matricula na CRCL e de pessoa coletiva: 500 255 342

EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING

4 AUGUST, 2017

Sociedade Comercial Orey Antunes, S.A. (sociedade aberta) Registered Office: Rua Maria Luísa Holstein, 20, parish of Alcântara,

Municipality of Lisbon

Share Capital: 12,000,000.00 (twelve million euros)

Registered under the Commercial Registry Office of Lisbon under sole identification and tax payer number 500 255 342

For the purposes of article 289, no. 1, paragraphs a) and b) of the Companies Code

BOARD OF THE GENERAL SHAREHOLDERS’ MEETING: ..................................................

Chairman: Mr. Daniel Proença de Carvalho .......................................................................................

Secretary: Ms. Ana Sá Couto ...............................................................................................................

BOARD OF DIRECTORS: ...............................................................................................................

Chairman and CEO: Mr. Duarte Maia de Albuquerque d’Orey ........................................................

Executive Director: Mr. Nuno Manuel Teiga Luís Vieira ...................................................................

Executive Director: Mr. Miguel Ribeiro Ferreira ................................................................................

Non-Executive Director: Mr. Alexander Somerville Gibson ..............................................................

Non-Executive Director: Mr. Francisco Van Zeller ............................................................................

Non-Executive Director: Mr. Tristão José da Cunha Mendonça e Menezes ......................................

SUPERVISORY BOARD: .................................................................................................................

Chairman: Mr. José Martinho Soares Barroso. ..................................................................................

Effective Member: Mr. Acácio Augusto Lougares Pita Negrão .........................................................

Effective Member: Mr. Nuno de Deus Vieira Paisana Salvador Pinheiro ...........................................

Alternate Member: Ms. Tiago Antunes da Cunha Ferreira de Lemos ................................................

Daniel Proença de Carvalho

Date of birth - 15 September 1941

Nationality - Portuguese

Education:

1965 - Law degree by Faculdade de Direito in Universidade de Coimbra.

Positions held in entities in Orey Group:

Chairman of the General Meeting of Sociedade Comercial Orey Antunes, S.A. (since 29 May 2014)

Positions held in entities outside Orey Group:

Chairman of the Board of Directors of Global Notícias – Media Group, S.A..

Chairman of the Board of Directors of Cimpor - Cimentos de Portugal, SGPS, S.A.

Chairman of the General Meeting of:

• Galp Energia, SGPS, S.A.;

• Portugália – Administração de Patrimónios, S.A.;

• Almonda – Sociedade Gestora de Participações Sociais, S.A.;

• Renova – Fábrica de Papel do Almonda, S.A.;

• Sogesfin – Sociedade Gestora de Participações Sociais, S.A.;

• INTEROCEÂNICO – Capital, SGPS, S.A..

• Cabo Raso – Empreendimentos Turísticos, S.A.;

• SOGEB – Sociedade de Gestão de Bens, S.A.;

• Sociedade Agrícola Belo de Mértola, S.A.;

• Sociedade Agrícola dos Namorados, S.A.;

• Coaltejo – Criador de Ovinos Algarve e Alentejo, S.A.;

• 3 Z – Administração de Imóveis, S.A.;

• Sétimos - Participações, SGPS, S.A.;

• Confiança Participações, SGPS, S.A.;

• Calhau Participações, S.A.;

• Fonte dos Canais, Imobiliária, S.A.

• Sociedade Agrícola da Serra Branca, S.A.;

• Gotan, SGPS, S.A.;

• Companhia Agrícola da Apariça, S.A.;

• Companhia Agrícola das Polvorosas, S.A.;

• Companhia Agrícola de Corona, S.A.;

• Herdade do Monte da Pedra, S.A.;

• TRABELIBEX - Investimentos Imobiliários, S.A.;

• FREIXAGRO - Empresa Agrícola do Freixo, S.A.;

• Mares Lusos, S.A.

Chairman of the general meeting of Portuguese Institute for Corporate Governance (Instituto

Português de Corporate Governance).

CURRICULUM

Name: Ana Maria do Nascimento de Sá Couto Júdice Pargana

Date of Birth: 4 October 1974

Nationality: Portuguese

Place of Birth: Lisbon (São Sebastião da Pedreira)

Address: Rua Duque de Palmela, 23, 1250 – 097 Lisbon

Curriculum data: Graduated in Law in 1997 by the Faculty of Law of Universidade Católica

Portuguesa. Post-Graduations Degrees: 1998 - II Curso de Pós Graduação em Valores

Mobiliários (securities law), by the Faculty of Law of Lisbon; 2000/2001 - II Curso de Pós

Graduação em Direito Bancário, da Bolsa e dos Seguros (banking, capital markets and

insurance law), by the Faculty of Law of Coimbra. Member of the Portuguese Bar of

Association.

Professional record: Lawyer practicing at Uría Menéndez Proença de Carvalho.

She joined Uría Menéndez in 2002. Between 1997 and 2002, Ana practiced in another

Portuguse law firm. She was also Deputy Secretary of the MTS Portugal - Sociedade Gestora

do Mercado Especial de Dívida Pública, SGMR, S.A..

Focuses her practice in capital markets, finance, banking law, mergers and acquisitions,

company law and corporate governance. Ana regularly participates at seminars and

conferences of her practice area, in Portugal and abroad. Information on her publications is

available on the firm’s website www.uria.com

* * *

DuarteMaiadeAlbuquerqued’Orey

41,CalleCastelló,2C28001Madrid|Mobile:+351962031299|[email protected]

1. PersonalDataa. Nationality: DualCitizenshipHolder,PortugueseandAngolanb. DateofBirth: 19March1971 c. Placeofbirth: Luanda-Angolad. Martialstatus: Marriede. Address: 41,CalleCastellóPiso2c28001Madrid

2. AcademicBackground:a. 1988/1994:UniversidadeCatólicaPortuguesa,Lisbon:

i. DegreeinBusinessAdministration;ii. Finalaverageof13/20.

3. ProfessionalBackground:

a. SociedadeComercialOreyAntunes:i. 2003-Present:ChairmanandCEOwiththefollowingresponsibilities:

1. StrategyandCorporateDevelopment;2. InorganicGrowth;3. InovationandBusinessDevelopment;4. Internacionalization;5. Subsidiariesandafilliates;6. FinancialInvestmentsandSPV’s;7. Mergersandacquisitions;8. StrategicHumanResources;9. InstitutionalRelations;10. InstitutionalandCorporatecomunication;11. OreyBrandDevelopment.

ii. 2002-2003:BoardMembera. OreyFinancialIFIC(CompanyresultingfromthegroupofcompaniesFirst

Portuguese):iii. 2000-2007:ExecutiveChairmanoftheBoardofDirectors;iv. 2007-2016:Non-ExecutiveChairmanoftheBoardofDirectors;v. 2016-Presente:ExecutiveChairmanoftheBoardofDirectors;



b. BancoInversis:i. 2016BoardMemberofBanco Inversis, S.A. in thecontextof the

transaction that led to the acquisition by the Orey Group of aqualifiedparticipationinthecapitalofInversis,apositionthathassincebeensold.

c. BancoMellodeInvestimentosvi. 1997-1998:HeadofTreasuryandTrandingdesk

d. UniãodeBancosPortugueses(BancoMello):vii. 1996-1997HeadofIntegratedTreasuryatBancoMelloGroup

(BancoMellodeInvestimentos,BancoMelloLisboa,Paris,SFEMandBancoMelloLuxemburgo)

viii. 1995-1996LiquidAssetsManagerforBancoMelloandUniãodeBancosPortuguesesafterhavingbeenJointManageroftheDerivativesTable.

ix. 1994-1995Co-responsiblefortheDerivativesDeske. CitibankPortugalSA,Lisboa:

x. 1992-1994–SalesTrader.

4. PresentResponsabilities:1. StrategyandCorporateDevelopment;2. InorganicGrowth;3. InovationandBusinessDevelopment;4. Internacionalization;5. Subsidiariesandafilliates;6. FinancialInvestmentsandSPV’s;7. Mergersandacquisitions;8. StrategicHumanResources;9. InstitutionalRelations;10. InstitutionalandCorporatecomunication;11. OreyBrandDevelopment.

5. Summaryoftheprofessionallife

IstartedmybankingcareeratCitibankinPortugalin1992whileIwasfinishingmydegreein Business Administration. I started as part-time trainee doing assignments for all thetradingdesks.Attheendofayear Iwasactingasabackupforalldeskswheneverwas



necessary.InthesetwoyearsIwonexperienceinFX,FinancialMarkets,CapitalMarketsandderivatives.OnceIfinishedmydegree,IstartedworkingforthederivativesdeskoftheUnionofPortugueseBanks.At thisteamwemanagedoneofthefew- ifnot theonly -interestratearbitragebookinPortugal.WhenBancoMelloboughtUBPIwasinvitedtoberesponsiblefortheglobalTreasury.Iwasalsoinvitedtoheadaprojecttointegrateallthetreasuries of thegroup.After this project Iwas responsible for all the treasuriesof thegroup.In1999IfoundedOreyFinancial(ExFirstPortugueseGroup).Itstartedin1999asanAssetManagementcompany,regulatedbytheBankofPortugalandCMVM,dedicatedtoportfoliomanagementofsecurities,investmentfundsanddiscretionarymanagement.Overtheyears,ithasevolvedintothebusinessofbrokerage,realestatefundsandcredit,havingtoday the legal figure of IFIC (Financial Credit Institution). In 2003, togetherwith othermembersofthefamily, launchedatenderofferoverSociedadeComercialOreyAntunesS.A.,laterintegratingOreyFinancialintothisgroup.FromthatdateuntiltodaymyworkhasbeentodeveloptheOreygroup.In2008 IstoppedbeinganexecutiveatOreyFinancial,returningagaintothisfunctioninthemiddleof2016.

Em2013Iwasleadingthetransactionthatendedupintheacquisitionof49,99%ofInversisBancotogetherwithBancaMArch.ThisoperationwasalandmarkforOreyasitbecameimmediatelyknown in Spain.Through this operation iwas also able tomeet themajorplayersinthefinanciasystemaswellastheregulators.

6. AboutSociedadeComercialOreyAntunes:

Created in 1886, Sociedade Comercial Orey Antunes, S.A.Istodayanimportantbusinessgroupthatoperatesintwodistinctbusinessareas:

1. Financial Area, with Online Brokerage services in Portugal and Spain and AssetManagementexercisedthroughtheOreyFinancial-IFC,S.A.;

2. Non-FinancialArea,includestheGroup'straditionalactivities-Navigation,TransportandLogistics(inPortugal,AngolaandSpain)andTechnicalRepresentationsinthePetrochemical,NavalandSafetyandEnvironmentsectors.

7. Languageproficiency:

a. Portuguese:Nativeb. English:Fullprofessionalproficiency(levelc2)c. French:Regularprofessionalproficiency(levelb2)d. Spanish:Fullprofessionalproficiency(nívelc2)



8. PresenceintheBoardofcompaniesinthecurrentexerciseoffunctions:

ExecutiveFunctions(Yes/ No)

Horizon View - Navegação e Transitos, S.A. 509077706 National and international shipping Services Director 1 No

Orey - Apresto e Gestão de Navios Lda 501594876 International shipping Services Manager 0,45 No

Orey - Gestão Imobiliaria, S.A. 501296182Real estate management, purchase and

resale of properties, real estate consulting, economic and technical assistance

Director 1 No

Orey - Serviços e Organização, S.A. 501190600Business management, corporate

organization, finance, accounting, auditing and IT

Director 2 No

Lynx Angola - Transporte e Logistica 5417243310 Transports and logistics Manager 0,4 No

Orey (Angola) Comercio e Serviços, Lda 5401127073 shipping Services Manager No

Orey Super Transportes e Distribuição, Lda 5401139055 Transports and Distribution Manager 0,4 No

Safocean - Comercio a Serviços, Lda 5417221546 shipping Services Manager 0,4 No

Orey Capital Partners GP S.A.R.L LU24148629 Private Equity General Parner Director 1 No

Orey Safety and Naval RepresentationsSoluções de Segurança e Representações Navais, S.A.

0,4

0,5 No

Manager 0,4 No

Orey Industrial Representations, S.A. Wholesale of machinery, equipment and supplies

Director 0,5 No

Parcel Express - Expedicoes Internacionais, Lda

509455409

5417164500

Sea Safety and fire protection services

National and International Expedition Services

Director

509479812

ActivityEntity NIF Time Spent

Position

Nuno Vieira, January 2017

CURRICULUM VITAE

Nuno Manuel Teiga Luís Vieira Date of Birth: 10 March 1972 Nationality: Portuguese Address: Av. Poeta Mistral, 2 – 8º. 1050-182 Lisboa. Portugal. Mobile: +351 962116837 E-mail: [email protected] Linkedin: http://pt.linkedin.com/in/nunotvieira/ IM: nunoteigavieira (Skype)

Academic Background

• Engineering degree in Telecommunications awarded by Instituto Superior Técnico, Universidade Técnica de Lisboa.

• MBA degree with specialisation in Finance awarded by Faculdade de Ciências Económicas e Empresariais, Universidade Católica Portuguesa.

• Chartered Financial Analyst® (CFA). The CFA charter is a globally recognised credential for investment analysis and management. The CFA program, administered exclusively in English, the international language of business, sets a globally recognised standard for measuring the competence and integrity of financial analysts, portfolio managers and investment

advisers. Link to the CFA Program.

Professional Background

• Orey Financial - Instituição Financeira de Crédito, S.A. – Since December 2016: executive board member From August 2016 to December 2016: non-executive board member;

• Horizon View, S.A. (HVIEW, Orey group) – Since April 20016: Non-executive board member.

• Orey Serviços e Organização, S.A. (OSO; Orey group) – Since May 2015: Board member. OSO is the shared- services platform of Orey Group aiming at bringing together the following functions for the group’s various companies in Portugal, Spain, Angola, Mozambique and Brazil: Accounting and finance; Planning and Control; IT; HR Facilities and Contract Management. Following the repositioning of the holding company and the new management model based on a Private Equity perspective, this unit is a strategic tool for Orey’s management.

• Orey Gestão Imobiliária, S.A. (OGI; Orey group) – Since May 2015: Board member. OGI is the company that manages Orey group’s real-estate asset portfolio with the objective of improving efficiency of Orey’s property assets, both through more efficient use of the spaces by group companies and also through maximising income generation in the form of rents received from external companies.

• Sociedade Comercial Orey Antunes, S.A. (SCOA; Orey group) – Since April 2016: Executive board member and Chief Financial Officer. From January 2015 to March 2016: Group Finance and Investor Relations Director. Orey Group is an operating holding company that invests in a mix of minority, majority and wholly owned companies as an active, long-term investor, aiming at maximising shareholder returns through a dynamic asset allocation process for its well diversified portfolio and at the same time providing its clients access its own proprietary portfolio. Orey Group focuses on the financial sector and manages its traditional business areas (shipping, transport and logistics and technical representations) through a private equity fund.

• Portugal Telecom S.G.P.S., S.A. – From January 2008 to January 2015: Investor Relations Director.

• Millennium investment banking (Millennium bcp Group) – From January 2000 to December 2007: Equity analyst. Equity research analyst at the research division of Millennium bcp, specialised in the Telecommunications, Media and Technology sectors.

• Ericsson Telecomunicações, Lda - From September 1997 to December 1999: Marketing and account manager. Responsible for account managing for emerging alternative carriers, which included co-ordination of the projects in existing customers, planning and budget preparation and preparation of proposals and contracts.

• Comnexo - Redes de Comunicação, S.A. – From November 1995 to August 1997: Telecoms engineer. Covered various positions, including: customer support of international telecoms services, which were provided in partnership with British

Nuno Vieira, January 2017

Telecom; and pre-marketing, having the responsibility to prepare the technical and cost analysis assessments of the commercial proposals presented to clients and prospects.

Other relevant professional information

• December 2007: Invited by the organisation of the 17th Communications Congress organised by APDC (Association for the Development of Communications) to participate in a panel focusing on Access Networks: The view of investors, which took place in Lisbon. Did not present due to job change.

• November 2006: Invited by the organisation of the 16th Communications Congress organised by APDC (Association for the Development of Communications) to participate in a panel focusing on Business Opportunities, which took place in Lisbon.

• September 2004: Invited by Optimus, a Portuguese mobile operator part of the telecommunications segment of Sonae conglomerate, to perform a public presentation in the conference “Corporate Solutions for the Mobile Communications: Future perspectives”, which took place in in Lisbon.

• July 2004: Invited by Optimus, to perform a presentation on its internal strategy meeting. The presentation addressed the

topic of “Optimus, as seen by the equity market”.

Major professional accomplishments / Honors & Awards

• Second place in the earnings estimators 2005-survey ranking elaborated by Thomson Extel and StarMine, a strategic partner of Thomson Financial and provider of objective ratings of securities analysts based on I/B/E/S database. This list is a measure of analysts' performance based on the return of their stock recommendations and the accuracy of their earnings estimates. As part of this list, StarMine also presented the best security analysts covering European stocks out of the more than 2,700 analysts that covered stocks in the developed European market last year. Best profit predictions on cable and satellite television provider PT Multimedia, industrial conglomerate Sonae and IT service provider Novabase. Second-most-accurate earnings forecasts on telecommunication service providers Portugal Telecom and Sonaecom.

• Most accurate analyst in the earnings estimators 20005/06 ranking in Portugal. This ranking was elaborated by AQ Research, a world leader in the provision of independent, quantitative analysis of the accuracy of brokers' research.

• Ranked in the Institutional Investor European Equities Investor Relations Perception Surveys: 2013: #1 by the sell side and #5 by the buy side in telecoms services as well as #1 by the sell side and #2 by the buy side in Portugal; 2012: #1 by the sell side and #3 by the buy side in telecoms services as well as #1 by the sell side and buy side in Portugal; 2011: #1 by the sell side and #3 by the buy side in telecoms services; 2010: #1 by the sell side and #2 by the buy side in telecoms services, and 2009: #3 by the sell side in telecoms services.

• Ranked in the Thomson Reuters Extel Surveys: Best IRO in Portugal in 2013, Best IRO in Portugal in 2012, Best IRO in Portugal and #2 IRO in Telecommunications services in Europe in 2011, #1 Individual - Investor Relations in Portugal and #2 IRO in

Telecommunications services in Europe in 2010.

Language proficiency

• Portuguese: Native

• English: Full professional proficiency

• Spanish: Regular professional proficiency

CURRICULUM VITAE

Name:

Miguel Beltrão Ribeiro Ferreira

Date of Birth:

18th of de February de 1971

Address and Contacts

Rua de Santa Mónica, 51 2750-115 Cascais Mobile.: 96 682 1430 E-mail: [email protected]

Academic Activity:

1991 – 1994: Course of Marketing Management at the Portuguese Institute of

Marketing Administration.

Professional activity:

From 2016 to ….: Joined the society Magikbeauty, lda, as a manager, whose

activity is the rendering of consulting services and strategic, technical,

administrative, economic, financial and fiscal advice, management, marketing,

human resources, inspection of all kinds of entities and in all areas of business

activity, with the exception of legal advice, and for this purpose may establish

any form of cooperation, including with entities, public or private, in particular

in the field of research and innovation and, in general, the development of

knowledge.

From 2016 to …: Together with other partners, formed the company

Vertentidêntica, Lda., in which he is a manager, whose activity is focused on the

provision of economic and financial consulting services; advisory services to

management and governance bodies and to boards of directors; strategic

consulting; management consulting in several areas, namely in the financial,

commercial and human resources areas; consulting and advising on the analysis

mailto:[email protected]

of investment projects and support for decision making; advising on investment

processes, divestment, acquisitions, divestitures, financing, capital increases, in

companies operating in the most diverse economic activities; design,

development, implementation, and commercial exploitation of urban

developments, real estate developments, tourism and any other type of

business, administration, leasing, exploration and purchase and sale of real

estate, in Portugal or abroad, and resale of those acquired for that purpose; and

the performance of any related, ancillary or related activities.

From 2016 to ….: Together with other partners, formed the company TPP - The

Portuguese People, Lda. This company’s activity is the promotion, production

and agency of shows and artists, marketing and publicity, edition and CDs, DVDs,

books and professional qualification; and promotion, production and agency of

theater performances; design and graphic production.

From 2015 to ….: together with his brothers, he established the company

Curiouspyramid, Lda., as manager, whose activity is the purchase and sale of real

estate and resale of the acquired properties for the same purpose, real estate

development, consulting, management and support for real estate projects and

urban rehabilitation, sale of real estate products, real estate investment projects

and assembly, rental and real estate management, management of

condominiums, management and administration of own and outsourced real

estate.

From 2015 to … - through its participation in the program of SIC "Shark Tank"

and together with other partners, established the company Rush Drift Trike, Lda.,

as manager, whose activity is to build, manufacture, assemble, promote, sell,

import, export and in general, commercialize bicycles, mopeds, motorcycles and

similar human-powered vehicles, whether or not fitted with a motor, consisting

of one or more wheels, including bicycles and tricycles.

From 2015 to ….: established the company Purplemixed - Unipessoal, Lda., as

manager, whose activity is real estate promotion, purchase and sale of rustic and

urban buildings and the resale of the acquired for this purpose, construction and

reconstruction of real estate, adjudication and execution of public and private

work contracts, leasing and real estate management of own and outsourced

properties, management of condominiums, exploration of real estate and

touristic projects, planning of works and elaboration of projects for civil

construction, and catering and beverage activities. Consultancy and advisory

services in the analysis of investment projects and support for decision-making;

advising on investment processes, acquisitions, divestitures, financing, in

companies operating in a wide range of economic activities.

From 2015 to ….: Constituted the company Capital Disperso, Lda, as manager.

This company is engaged in consulting, guidance and operational assistance in

matters of planning, organization, control, information and management,

preparation of studies and financial projects, reorganization of companies,

financial management, compensation strategies for the termination of labor ties,

investment management, financial management, budgetary control process,

marketing objectives and policies, human resources management as well as

management of shareholdings, supervision and management of other business

units, in particular in the fields of strategic and organizational planning, as well

as decision making , including the provision of administrative services.

From 2014 to ….: jointly with other partners, as manager, he incorporated the

Ironworld Systems Company, Unipessoal, Lda., whose activity focuses on the

metalworking industry, manufacture of metallic products, namely, civil

locksmithery, aluminum window frames, construction and metal structures,

design and production of industrial solutions for the valorization of spaces and

environments, and coating of buildings, metal furniture, maintenance services

associated with their specialties, design, manufacture, assembly and

commercialization of prefabricated modular constructions, for accommodation

with various functionalities, as well as the engineering, execution, installation,

promotion, coordination and management of any urban operations, namely real

estate projects and the preparation of studies and projects related to their

activity.

From 2012 to ….: Together with other partners, established the Burgotreasure,

Lda., as manager, whose activity is real estate development, purchase and sale

of rustic and urban buildings and the resale of the acquired for that purpose,

construction and reconstruction of real estate, adjudication and execution of

public and private works contracts, leasing and real estate management of own

and outsourced properties, management of condominiums, exploration of real

estate and tourist developments, planning of works and elaboration of projects

for civil construction.

From 2011 to ….: Through its participation in the SIC program "Shark Tank",

became a manager in the company Blocomed, Lda., Whose activity focuses on

the import, export, representation and commercialization of medical products

and equipment via the Internet, in mobile places and in establishments .

From 2010 to …..: Formed the company Trignoláxia, S. A. Belongs to the board

of administration. Trignoláxia is engaged in the manufacture of plastic

packaging.an the manufacture of other unspecified plastic articles.

From 2009 to ….: Joined the company Eres Relocations Portugal, Lda., as

manager. Eres is focused on the management of relocation and expatriation

solutions, business and management consulting services to natural and legal

persons, administrative services, translation, import and export and public

relations services.

From 2004 to ….: He joined Orey Financial as Executive Director. Orey Financial

- Financial Institution of Credit, S.A. is a financial company that has been present

in the market since 2004 and, throughout its history, has been distinguished by

the launch of innovative financial products and solutions in the national market.

He currently focuses his activity in the area of investment strategies, focusing on

online brokerage and asset management.

In the area of online brokerage is present in Portugal, where it occupies a leading

position in some business areas and, since late 2008, has expanded its activity to

Spain where it has been registering sustained growth.

In asset management, it offers the market portfolio management services, with

emphasis on advisory solutions and the design of innovative furniture funds.

Already in 2007 began activities in the area of urban rehabilitation as one of the

first institutions to constitute an urban rehabilitation fund.

In 2009, as a result of the repositioning of the Orey Group, it also expanded its

activities to the Private Equity Area, with the launch of Orey Capital Partners, a

fund specialized in business management in the Transportation & Logistics

sector.

From 2003 to …..: He joined the company Central das Massas Restauração, Lda.,

as manager. This company has as activity the restoration. It has one restaurant

called "Pasta House", in the Shopping Center of Amoreiras and another in the

market of Cascais, "Marisco na Praça".

From 2003 to ….: Joined the company 2005 - Investimentos Imobiliários e

Turísticos, Lda., as manager. This company is engaged in the provision of

consulting services and real estate investment and tourism and development of

investment projects; purchase and sale of real estate and resale of the acquired

for that purpose and administration and management of own and other

properties.

From 2003 to ……: Incorporated the Invespri SA Company, belonging to the

board of directors. Invespri's activity focuses on the provision of economic and

financial consulting services; advisory services to management and governance

bodies and to boards of directors; strategic consulting; management consulting

in several areas, namely in the financial, commercial and human resources areas;

consulting and advising on the analysis of investment projects and support for

decision making; advising on investment processes, divestment, acquisitions,

divestitures, financing, capital increases, in companies operating in the most

diverse economic activities; design, development, implementation, and

commercial exploitation of urban developments, real estate developments,

tourism and any other type of business, administration, leasing, exploration and

purchase and sale of real estate, in Portugal or abroad, and resale of those

acquired for that purpose; and the performance of any related, ancillary or

related activities.

From 2000 to ……: It acquired a small company in Spain, with the same activity

of Bébagua, but with the name of Acqua Jet, that gave rise to the company

SEMAE. In 2005, it acquired the Portuguese company Jet Cooler - Águas e Cafés,

S.A, whose brand is Fonte Viva.

From 1996 to 2000: The company Bébagua - Importação e Exportação, Lda. The

activity of this company was based on the commercialization of water machines

(purchase and rental) and respective water bottles.

Others

On an individual basis, he participated as a jury in the SIC TV program, Shark Tank,

which made it possible to meet new businesses where he came to invest.

He is a founding member of several IPSS, where he contributes as a volunteer, namely

Entre-Ajuda, the Food Bank Against Hunger, BUS and Quinta Essência - Rehabilitation

projects for persons with disabilities

Also on an individual basis, he gave several lectures at various universities on the

experience of working life and entrepreneurship.

On a personal level, he enjoys spending his free time with his family, playing sports

and attending cultural events and exhibitions

Alexander Sommerville Gibson

Professional Experience

2003 – Current Sociedade Comercial Orey Antunes, S.A.

2010 – Current: Non-executive Director

2003 – Current: Acting as representative in United Kingdom

1999 – 2003

1987 – 1999

1977 – 1987

Whitney Group (major international recruitment consultancy)

Director

Tyzach & Partners

Director and Partner. Tyzach & Partners was bought by Whitney Group in 1999

Chemical Bank

1984 – 1987: Managing Director, in charge of all investment banking business outside USA

1977 – 1984: Executive Director of Chemical Bank International in London, in charge of all international syndication operations

1970 – 1977 London Multinational Bank

Co-founder and Director.

Shareholders of the Bank were Baring Brothers, Chemical Bank, Northern Trust of Chicago and Credit Suisse

1968 – 1970

1966 – 1968

Hill Samuel (major merchant Bank in London)

Manager

First National City Bank (now CitiBank)

Education

Received a MA at the University of Oxford (Corpus Christi College) in Classics and Philosophy.

Francisco van Zeller (Vogal)

Professional Experience

2010 – Atual. Sociedade Comercial Orey Antunes, S.A.

Non-Executive Director

Hovione Holdings Ltd


2000 – Atual. AssetGest SGPS (family company)

Chairman of the Board

2010 – 2011 CPI, Conselho para a internacionalização (Internationalization Council)

President

2002 – 2010 Confederação da Indústria Portuguesa (Portuguese Confederation of Industry)

President

1998 – 2002 Grupo Ferro Corporation

European Director for M&A

1996 – 2002 Associação Portuguesa das Empresas Químicas, APEQ (Portuguese Association

of Chemical Industries)

President

Ferro Portugal, S.A

Chairman of the Board

1967 – 1996 Metal Portuguesa S.A.

Director and COO

1961 – 1964 Fábrica do Braço de Prata (Serviço Militar)

Chemical Department Manager

Education

Chemical Engineer from Instituto Superior Técnico

Tristão José da Cunha Mendonça e Menezes (Vogal)

Professional Activities

2010 – Actual. Sociedade Comercial Orey Antunes, SA.


2004 – Actual. Orey Financial - Instituição Financeira de Crédito, S.A.


2010 – 2015: Director and Member of the Executive Comittee

2004 – 2010: Non-Executive Chaiman

1999 – 2004 First Portuguese Group

Non-Executive Chaiman

1995 – 1997 Banco Mello de Investimentos (Grupo José de Mello)

President of the Executive Comission - José Mello Financial Holding Company

Non-Executive Director of the Banco Mello Comercial

1987 – 1994 Banco Essi (Espírito Santo Group)

Executive Chairman

SAPEC


1979 – 1986 Saudi International Bank

Manager in charge of the Banking Area

1979 – 1986 London Continental Bankers in London

International Marketing Bank

1979 – 1986 London Multinational Bank

Marketing Manager and later Assistant Director

1967-1975 Banco Totta e Açores

International Division

Education Background

Law Degree by the Lisbon Law University and various financial an marketing courses in Portugal, UK and USA.

PROFESSIONAL AND ACADEMIC QUALIFICATIONS • “Senior Partner” of BDO & Associados, SROC • University Degree in Management • Certified Public Accountant

PROFESSIONAL EXPERIENCE • Years of activity in BDO: 35. • Large experience in different sectors. • Experience in international jobs. • Partner responsible for Audit and Consultancy services delivered to national and international Clients. • wide experience on delivering other services to large and medium sized companies as: Management consulting, Valuations Feasibility studies and Restructuring projects. • Member of the Supervisory Board of various companies representing BDO. • Member of the Supervisory Board of Águas do AlgarveI, SA; Cooperativa Agrícola do Funchal and Sociedade Comercial Orey Antunes, SA (since 2007).

Number of SOCIEDADE COMERCIAL OREY ANTUNES, S.A (SCOA) shares held • Does not own any shares of SCOA

[email protected]

Direct: + 351 217 990 423

Mobile: + 351 937 990 423

Av. da República, 50-10º

1069-211 Lisboa

JOSÉ SOARES BARROSO


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Curriculum vitae

Acácio Pita Negrão

I. Personal information Nationality Portuguese Date of birth 24/05/1975 Residence Lisbon Mobile phone + 351 91 618 42 18 E-mail [email protected] Marital status Married Bar Association number 16260-L II. Literary Skills

2009 – 2012 Masters in Labour Law - Universidade Católica Portuguesa – Final grade 17

2004 – 2005 Post-Graduation in Tax Management ISEG (IDEFE) – Final grade 15

1999 – 2000 Post-Graduation in Markets, Institutions and Financial Instruments - Bolsa de Derivados do Porto, NovaForum and Faculdade de Direito de Lisboa – Final grade 15

1993 – 1998 Law Degree - Faculdade de Direito da Universidade de Lisboa – Final Grade 12

1978 – 1993 “Lycée Français – Charles Lepierre” – Baccalauréat III. Professional Experience

SInce 2007 Co-founder of Plen – Sociedade de Advogados, RL, of which he is currently partner and director. Practice of law on an exclusive basis. Areas of activity: Labour Law and Litigation.

2000 – 2007

Abreu & Marques e Associados, Lisbon, subsequently named Abreu & Marques, Vinhas e Associados, as “Junior Associate” and then “Associate”. Areas of activity: Labour Law and Litigation, Commercial Law and Tax Law.

1998 – 2000 Professional Traineeship in “Pena, Machete & Associados”, later “PMBGR” Areas of activity: Commercial, Civil and Tax Litigation

1998 Employed in the Market Room (Financial Department) of Banco Mello, managing the “Foreign Branches”.


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IV. Other Professional Experience President of the General Assembly of Aluflow, S.A.

President of the General Assembly of Sodisal – Z6, S.A.

Managing Partner of AALPN – Recursos Humanos, Lda

Vice-President of the Justice Counsel of the Portuguese Aeronautic Federation V. Publications “Corporate Acquisitions and Mergers – Portugal” – Kluwer Law International, 2001 (co-author Dr. Paulo Lowndes Marques) “Getting the deal through mergers and acquisitions” – Law Business Research, 2001 (co-author Dr. Jorge de Abreu) “Reintegration as consequence of an unlawful dismissal” – Law and Social Studies Magazine, Almedina, January-September 2013, Year LIV, pages 177 a 232. “Study of the main modifications introduced by law nr. 3/2013, of 14 de January, in the Dockers Work” in “Studies dedicated to Professor Doutor Bernardo da Gama Lobo Xavier”, Direito e Justiça, Universidade Católica Editora, Volume I, pages 33 a 67. VI. Languages

French Fluent, spoken and written (including legal French).

English Fluent, spoken and written (including legal English). Spanish Fluent spoken; basic written

Lisbon, July 13 2017

Curriculum vitae

Nuno de Deus Pinheiro

I. Personal information Nationality Portuguese Date of birth 26/04/1974 Residence Lisbon Mobile phone + 351 91 663 27 73 E-mail [email protected]

Bar Association number 17169-L II. Literary Skills

2007 Graduation in Public Procurement University of Lisbon, Faculty of Law

2000 Graduation in Securities law, University of Lisbon, Faculty of Law

From 1998 to 1999 Master on International and Comparative Law, Vrije Universitait Brussel, Belgium

From 1992 to 1998 Law Degree, Catholic University of Lisbon, Faculty of Law

III. Professional Experience

Since 2012 Chairman of the Unitholders’ Meeting of the private equity fund Ask Capital

Since 2012 Chairman of the Unitholders’ Meeting of the private equity fund Ask Celta

Since 2012 Chairman of the General Meeting of private equity management company ISQ Capital – Sociedade de Capital de Risco, SA

Since 2011 Chairman of the General Meeting of Clube do Autor SA

Since 2009 Member of the Board of Auditors (“Conselho Fiscal”) of Sociedade Comercial Orey Antunes, SA

Since 2008

Chairman of the General Meeting and member of the Board of Auditors of ACAI – Associação de Empresas de Consultoria e Avaliação Imobiliária (association of the major office Portuguese agents)

Since 2008 Chairman of the General Meeting of CaleiraEterna – Fabrico e Comércio de Componentes e Máquinas para Caleiras SA

Since 2007 Company Secretary of American Appraisal, Lda.

Since 2007 Co-founder of Plen – Sociedade de Advogados, RL, of which he is currently managing partner. Practice of law on an exclusive basis.

From 2001 to 2007 Abreu & Marques, Vinhas e Associados, Lisbon, practice of

Curriculum vitae

Nuno de Deus Pinheiro

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law on an exclusive basis as “Senior Associate”.

2001 Admitted to the Portuguese Bar Association

From 1999 to 2001 Grupo Legal Português (in association with Simmons & Simmons), practice of law on an exclusive basis as “Trainee”

From 1998 to 1999 Simmons & Simmons – Brussels Office, Belgium, practice of law on an exclusive basis as “Trainee”

IV – Other Professional Experience Company Secretary of Jerónimo Martins, Lda.

Chairman of the General Meeting of Grupo Media Capital SGPS, S.A.

Chairman of the General Meeting of private equity management company ISQ Capital Brasil Sustentável

Chairman of the General Meeting of Mogope, S.A.

Chairman of the General Meeting of Massivsky, S.A.

Chairman of the General Meeting of Shilling Capital Partners, S.A.

V. Academic Experience

2008 Lecturer of the course Public Procurement within the post-graduation programme on “Public Policy Management”, Administration and Languages Institute, Funchal, Portugal

VI. Publications

2008 “How to buy a property in Portugal” – PLEN- Sociedade de Advogados, RL

2005 “A businessman’s guide to the Companies’ Code” - Abreu & Marques, Vinhas e Associados

1999 Master Thesis “State Aid to European Airlines in the Framework of European Competition Law” – Vrije Univesitait Brussel, PILC Publications

VII – Languages

English Fluent, spoken and written (including legal English).

Spanish Fluent spoken; basic written

French Basic, spoken and written

Lisbon, July 17 2017

Curriculum vitae

Tiago Ferreira de Lemos

I. Personal information Nationality Portuguese Date of birth 10/07/1974 Residence Lisbon Mobile phone + 351 91 909 05 03 E-mail [email protected] Marital status Married Bar Association number 15551-L II. Literary Skills

2006 Advanced Programme in Public Private Partnerships (3rd Edition) Portuguese Catholic University, Faculty of Business and Economic Sciences

2001 Post-Graduation in Securities law, University of Lisbon, Faculty of Law

From 1992 to 1997 Law Degree, University of Lisbon, Faculty of Law III. Professional Experience

Since 2016 Member of the Board of Directors of the British-Portuguese Chamber of Commerce

Since 2015 Chairman of the General Meeting of Oceanário de Lisboa, SA

Since 2015 Chairman of the General Meeting of Waterventures - Consultoria, Projectos e Investimentos, S.A.

Since 2013 Vice-Chair of the General Meeting of Estoril-Sol, SGPS, SA

Since 2012 Secretary of the Unitholders’ Meeting of the private equity fund Ask Capital

Since 2012 Secretary of the Unitholders’ Meeting of the private equity fund Ask Celta

From 2009 to 2012 Chairman of the General Meeting of the companies Alfasom – Sonorização e Audiovisuais, Tecniaudio – Audiovisuais, S.A. e Tecnilaser – Equipamento e Tecnologia Laser, S.A. (Alfasom/Alfanext Group)

From 2007 to 2015 Vice-Chair of the General Meeting of Média Capital, SGPS, SA. (media group) and T.V.I. - Televisão Independente, S.A. (general TV channel)

From 2007 to 2015 Secretary of the General meeting of Jerónimo Martins, SGPS, SA. (major Portuguese distribution group)



Curriculum vitae

Tiago Ferreira de Lemos

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Since 2007 Co-founder of Plen – Sociedade de Advogados, RL, of which he is currently partner and director. Practice of law on an exclusive basis.

From 2005 to 2007 Member of the Remuneration Committee and Secretary of the General Meeting of Carmo, SGPS, SA

From 2003 to 2009 Member of the Board of Directors of Finupe, SGPS, SA, (previously Finupe – Consultores de Gestão, SA)

From 2002 to 2007 Abreu & Marques, Vinhas e Associados, Lisbon, practice of law on an exclusive basis as “Senior Associate”.

2002 Slaughter and May, London (“Overseas Lawyers Secondment Programme”)

From 2002 to 2004 Company Secretary of Tintas Robbialac, SA

From 1999 to 2002 Abreu & Marques e Associados, Lisbon subsequently named Abreu & Marques, Vinhas e Associados, from September 2001, as “Junior Associate” and “Associate”.

1999 Admitted to the Portuguese Bar Association

From 1997 to 1999 Abreu & Marques e Associados, Lisbon, professional traineeship under the supervision of Dr Jorge Abreu, founding partner of the firm.

Lisbon, November 11, 2016

extraordinary general shareholders’ meeting 4 … · chairman of the general meeting of...

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