efanor investimentos, sgps, sa

Transcription

(Translation from the Portuguese original)
To the Chairman of the Board of the
Shareholders’ General Meeting
of Sonae - SGPS, SA
Lugar do Espido, Via Norte
4471-909 Maia
Item number 1
PROPOSAL
It is hereby proposed that the Annual Report, the Individual and the Consolidated Annual Accounts for
2014, including appendices thereto, are approved as presented.
Maia, 30th March 2015
On behalf of the Board of Directors,
SONAE SGPS, S.A.
Lugar do Espido Via Norte
Apartado 1011
4471-909 Maia
Portugal
www.sonae.pt
Sociedade Aberta – Capital Social €2 000 000 000 | C.R.C. da Maia - Matrícula e Pessoa Coletiva nº 500 273 170
To the Chairman of the Board of the Shareholders’
General Meeting of Sonae - SGPS, SA
4470 Maia
Item number 2
PROPOSAL
Under the terms of the law and the Articles of Association, the Board of Directors proposes to the
Shareholders’ General Meeting that the 2014 Net Profit, of 959,024,034.34 euros, has the following
appropriation:
Legal Reserves………….……47,951,201.72 euros
Dividends…………………..73,000,000.00 euros
Free Reserves………………..838,072,832.62 euros
The Board of Directors accordingly proposes that a gross dividend of 0.0365 euros per share to be paid
to the shareholders, excluding of the total dividends of 73,000,000.00 euros, the amount of dividends
that would be attributable to the shares that, at the dividends distribution date, are held by the Company
or by any of its subsidiaries, which should be added to the Free Reserves.
SONAE SGPS, S.A.
Apartado 1011
4471-909 Maia
Portugal
www.sonae.pt
EFANOR INVESTIMENTOS, SGPS, SA
The Chairman of the Board
of the Shareholders’ General Meeting
of Sonae - SGPS, SA
Lugar do Espido, Via Norte,
4471-909 Maia
Item number 3
PROPOSAL
It is hereby proposed a vote by shareholders to express our appreciation for and confidence in the
work performed by the Board of Directors, the Statutory Audit Board and the Statutory External
Auditor of Sonae, SGPS, SA, during the year ended 31 December 2014.
Porto, 30th March 2015
On behalf of the Board of Directors
SEDE: AVENIDA DA BOAVISTA 1277/81 – 4º • 4100-13 PORTO • PORTUGAL
TEL. +351.22.6077740 • FAX: +351.22.6077750
CAPITAL SOCIAL 250.000.000 €
MATRICULADA NA CRC DO PORTO COM O Nº ÚNICO DE MATRÍCULA E PESSOA COLECTIVA 502 778 466
To the Chairman of the Board of
the Shareholders’ General Meeting
of Sonae - SGPS, SA
4471-909 Maia
Item number 4
PROPOSAL
It is hereby proposed:
One – Elect to compose the Board of Shareholders’ General Meeting, the Board of Directors, the
Statutory Audit Board and the Shareholders’ Remuneration Committee for the four-year mandate
starting 2015 and ending 2018:
a) Board of the Shareholders’ General Meeting:
- Manuel Eugénio Pimentel Cavaleiro Brandão - Chairman
- Maria da Conceição Henriques Fernandes Cabaços – Secretary
b) Board of Directors:
- José Manuel Neves Adelino
- Duarte Paulo Teixeira de Azevedo
- Andrew Eustace Clavering Campbell
- Christine Cross
- Tsega Gebreyes
- Marcelo Faria de Lima
- Ângelo Gabriel Ribeirinho dos Santos Paupério
- Dag Johan Skattum
TEL. +351.22.6077740 • FAX: +351.22.6077750
c) Statutory Audit Board:
- Daniel Bessa Fernandes Coelho - Chairman
- Maria José Martins Lourenço da Fonseca - Effective Member
- Manuel Heleno Sismeiro – Effective Member
- Óscar José Alçada da Quinta- Substitute
d) Shareholders’ Remuneration Committee:
- Artur Eduardo Brochado dos Santos Silva - Chairman
- Francisco de La Fuente Sánchez
- Carlos António Rocha Moreira da Silva
Two- Fixate the guarantee of the elected members of the Board of Directors and of the Statutory
Audit Board in 250 000 euro (two hundred and fifty thousand euro), to be rendered by any of the
means permitted by law;
Three – Authorise the directors, whose positions hold are described in the curricula vitae hereto
attached, to also exercise positions in the companies in which the proposing company holds,
directly or indirectly an interest, without applying any restriction on their access to information
under the terms and for the effects of paragraph 4 of Article 398 of Portuguese Companies Act.
The information required by sub-paragraph (d) of paragraph 1 of Article 289 of Portuguese
Companies Act, is hereto attached.
Porto, 30th March 2015
TEL. +351.22.6077740 • FAX: +351.22.6077750
BOARD OF THE SHAREHOLDERS’ GENERAL MEETING
April 2015
MANUEL EUGÉNIO PIMENTEL CAVALEIRO BRANDÃO
April 2015
MANUEL Eugénio Pimentel CAVALEIRO BRANDÃO
Born in Oporto, on the 6th of June of 1946.
Academic
Curriculum
-
Degree in law from the University of Coimbra;
-
Attendance of the postgraduate Course in European Studies
(University of Coimbra).
Professional
Curriculum
-
Lawyer (admitted to the Bar Association in 1972).
Partner of “PLMJ – A.M. Pereira, Sáragga Leal, Oliveira Martins,
Júdice e Associados – Sociedade de Advogados, R.L.”.
Has carried on during the past 5 years, or still carries on, the following activities:
−
In other companies:
- Chairman of the Shareholders’ General Meeting of “LEICA –
Aparelhos Ópticos de Precisão, S.A.” (since 2006);
- Chairman of the Shareholders’ General Meeting of “SENDA –
EQUIPAMENTOS EM AÇO INOXIDÁVEL, S.A.”;
- Chairman of the Shareholders’ General Meeting of “APFS –
ASSOCIAÇÃO PORTUGUESA DE FACILITY SERVICES, S.A.”;
- Vice-Chairman of the Shareholders’ General Meeting of
“BANCO BPI, S.A.” (since 2007).
- Member of the Board of “FUNDAÇÃO DE SERRALVES”.
−
Member of the European Economic and Social Committee (1990-2011).
−
Arbitration:
-
Founding Member and Member of the “Portuguese Arbitration
Association”;
-
Member of the Executive Committee of the Arbitration
Commission of the Portuguese Delegation of the ICC –
International Chamber of Commerce;
-
Arbitrator appointed by the Portuguese Economic and Social
Council;
-
Member of “LCI (London Court of International Arbitration)”
and of the “Club Español del Arbitraje”.
−
Member of Labour Relations White Paper Commission (Comissão do Livro Branco das Relações
Laborais - CLBRL) – 2006-2007.
−
Member of Oporto Council of the Bar Association (1984-1989) e of the General Council of the Bar
Association (1990-1992 e 2002-2004).
−
Chairman (2006) and Vice-Chairman (2004 e 2005) of CCBE (Council of Bars and Law Societies of
Europe).
−
Member of several national and international organisations of professional nature (UIA – Union
Internationale des Avocats; IBA – International Bar Association; Has carried on or still carries on
functions in social solidarity institutions (Board Member of the “Ordem da Trindade”, since
1981); of economical nature (Board of the Commercial Association of Oporto – 1992-2004); of
sportive nature (“Club de Golf de Miramar”, Portuguese Golf Federation and Golf Association of
the North of Portugal); of cultural nature (Board of the “FUNDAÇÃO DE SERRALVES”; Board of the
“Sociedade PORTO 2001”; Chairman of the General Board of “CULTURPORTO” until 2005).
Shares Held in Sonae Group Companies:
Does not hold any shares in companies of the Sonae Group
STATEMENT
I hereby declare, as required by law, that I – as a proposed member for the Board of Sonae –
SGPS, S.A. Shareholders’ General Meeting - do not incur in any of the incompatibilities
envisaged in number 1 of article 414-A of the Companies Act, nor I am involved in any
circumstance capable of affecting my independence under the terms of number 5 of Article
414 of the Companies Act.
I will immediately inform the company of any event that, in the course of the mandate,
causes incompatibilities or loss of independence under the terms of the legal requirements.
I inform that I hold 47,500 shares of Sonae – SGPS, SA.
Porto, 23 february de 2015
(Manuel Eugénio Pimentel Cavaleiro Brandão)
MARIA DA CONCEIÇÃO HENRIQUES FERNANDES CABAÇOS
April 2015
MARIA DA CONCEIÇÃO Henriques Fernandes CABAÇOS
Born on the 16th of August of 1963.
Academic
Curriculum
-
Degree in Law from the Oporto Portuguese Catholic University;
-
Postgraduate degree in Securities Law, University of Lisbon Law
School.
Professional
Curriculum
-
Lawyer (admitted to the Bar Association in 1988).
Partner of “PLMJ – A.M. Pereira, Sáragga Leal, Oliveira Martins, Júdice
e Associados – Sociedade de Advogados, R.L.”.
Has carried on during the past 5 years, or still carries on, the following activities:
−
In other companies:
-
Chairman of the Shareholders’ General Meeting of “FERREIRA
MARQUES & IRMÃO, S.A. - TOPÁZIO”;
-
Secretary of the Shareholders’ General Meeting of “NANIUM S.A.”
(formerly “QIMONDA PORTUGAL S.A.”);
-
Secretary of the Shareholders’ General Meeting of “SENDA –
EQUIPAMENTOS EM AÇO INOXIDÁVEL, S.A.”.
STATEMENT
I hereby declare, as required by law, that I – as a proposed member for the Board of Sonae –
SGPS, S.A. Shareholders’ General Meeting - do not incur in any of the incompatibilities
envisaged in number 1 of article 414-A of the Companies Act, nor I am involved in any
circumstance capable of affecting my independence under the terms of number 5 of Article
414 of the Companies Act.
I moreover hereby also inform that I am not the holder of any shares in Sonae, SGPS, S.A.,
nor in any other company in Sonae Group.
Porto, 23 February de 2015
(Maria da Conceição Henriques Fernandes Cabaços)
BOARD OF DIRECTORS
April 2015
JOSÉ MANUEL NEVES ADELINO
April 2015
JOSÉ MANUEL NEVES ADELINO
Curriculum Vitae
Date of Birth:
19 of March of 1954
Education:
1976
Degree in Finance, Technical University of Lisbon
1981
DBA, Finance, Kent State University
Professional Experience:
1978-1981
Teaching Fellow, Kent State University
1981-1986
Member of the Directive Council, Faculty of Economics, Universidade Nova de
Lisboa
1981-2012
Professor, Faculty of Economics, Universidade Nova de Lisboa
1986-1989
Visiting Professor, Portuguese Catholic University
1987-1989
Visiting Professor, Bentley College
1988
Visiting Professor, ISEE
1990-1996
Dean, MBA Program and Executive Program, Faculty of Economics, Universidade
Nova de Lisboa
1992-1994
Member of the Board of Directors, BPA
1994-2002
Member of the Management Board of the Deposit Guarantee Fund
1999-2002
Dean, Faculty of Economics, Universidade Nova de Lisboa
1999-2004
Member of the Global Advisory Board of Sonae - SGPS, SA
2003-2006
Member of the Board, Chairman of the Audit Committee of EDP
2003-2006
Strategy Advisory Board of PT
2003-2007
Member of the Shareholders’ Remuneration Committee of Sonae - SGPS, SA
2003-2010
Member of the Investment Committee of Fundo Caravela
2008-2014
Member of the Statutory Audit Board at BPI
2010-2014
Member of the Board of Directors of Cimpor
2012-2014
Director of Finance and Investment - Fundation of Calouste Gulbenkian
Offices Held in other Companies
Member of the Board of Directors of Fundation of Calouste Gulbenkian
Academic Offices held:
Professor of Finance, Faculty of Economics, Universidade Nova de Lisboa (retired)
Visiting Professor, Bentley College
DUARTE PAULO TEIXEIRA DE AZEVEDO
April 2015
DUARTE PAULO TEIXEIRA DE AZEVEDO
CURRICULUM VITAE
PERSONAL DATA
PLACE OF BIRTH: Oporto
DATE OF BIRTH: 31-12-1965
MARRIED TO: Nicole Katharina Gerkrath de Azevedo
CHILDREN: 3
EDUCATION
Secondary Education - Malvern College UK
1986
Graduation in Chemical Engineering – École Polytechnique Féderále de Lausanne
1989
MBA – EGP-UPBS
Languages
Fluent in Portuguese, English and French
Good understanding of German and Spanish
MOST RELEVANT EXPERIENCE
1988-1990
Sonae Tecnologias de Informação
Analyst - New Investments
Project Manager New Investments
1990-1993
Sonae Indústria
Project Manager – Organisational Development
Commercial Director of Portugal – New Business
1993-1996
Sonae Investimentos (Currently Sonae)
Director of Strategic Planning and Control
Project Leader – Group restructutring
1996-1998
Modelo Continente Hipermercados
Executive Board Director of Merchandising, IT and Marketing
1998-2000
Optimus (3rd Mobile Operator)
CEO
1998-April 2007
Sonae – SGPS, SA
Executive Board Director
2000-2007
Sonaecom (Telecommunications Media and Technology Group)
CEO
2002-2007
PÚBLICO
Chairman of the Supervisory Board
2003-2007
GLUNZ
Chairman of the Supervisory Board
2004-2007
TAFISA
Chairman of the Board of Directors
2007-2014
Sonaecom, SGPS, SA
2008-2014
MDS, SGPS, SA
2009-2013
Sonaegest - Sociedade Gestora de Fundos de Investimentos, SA
2010-2013
Sonaerp – Retail Properties, SA
Since May 2007
Sonae – SGPS, SA
CEO
Since May 2007
Sonae Indústria, SGPS, SA
Vice-Chairman of the Board of Directors
Since May 2007
Sonae Distribuição (currently Sonae Investimentos, SGPS, SA)
Since May 2007
Sonae Sierra, SGPS, SA
Since April 2010
Sonae MC – Modelo Continente, SGPS, SA
Since April 2010
Sonae – Specialized Retail , SGPS, SA
Since May 2013
Sonae Center Serviços II, SA
EXECUTIVE EDUCATION - MOST RELEVANT PROGRAMMES
1994
Executive Retailing Program - Babson College
1996
Strategic Uses of Information Technology Program – Stanford Business School
2002
Breakthrough Program for Senior Executives – IMD - Lausanne
2008
Proteus Programme – London Business School
2012
Corporate Level Strategy – Havard Business School
OTHER ACTIVITIES
1989-1990
Executive Board Director of APGEI – Business/University Association of
Engineering and Management
2001-2002
President of Apritel – Association of Telecommunication Operators
2001-2008
Member of the Supervisory Board of EGP – UPBS
2003
Co-author of the book “Reformar Portugal”
2006-2013
Member of Board of Founders of Fundação Casa da Música
2008-2009
Member of Supervisory Board of AEP – Associação Empresarial de Portugal
Since 2008
Member of ERT – European Round Table of Industrialists
Since 2009
Member of Board of Trustees of AEP – Associação Empresarial de Portugal
Since 2009
President of Board of Trustees of Oporto University
Since 2013
Director of COTEC
Since 2013
Member of International Advisory Board da Allianz SE
INTERESTS AND LEISURE
Reading, Travelling, Music and Sports
OFFICES HELD IN OTHER COMPANIES
Chairman of the Board of Directors of Migracom, SGPS, SA
Member of the Board of Directors of Efanor Investimentos, SGPS, SA
Member of the Board of Directors of Imparfin, SGPS, SA
Sonae – SGPS, S.A.:
- 928.184 shares1
- 1.536.683 shares2
1
2
of which 530 shares are held by descendants under his charge
shares held, indirectly, through a controlled company
ANDREW EUSTACE CLAVERING CAMPBELL
April 2015
ANDREW EUSTACE CLAVERING CAMPBELL
Curriculum Vitae
PERSONAL DETAILS
PLACE OF BIRTH: Muir of Ord, Scotland, UK
DATE OF BIRTH: 3 August 1950
QUALIFICATIONS
1969-1973
Edinburgh University - MA - Economics
1976-1978
Harvard Business School - MBA
PROFESSIONAL BACKGROUND
1978-1984
Mckinsey & Co, Consultant
1984-1987
London Business School
Since 1987
Director of Ashridge Strategic Management Centre Part of Ashridge Business School
Since 2014
Director of Campbell Associates Consulting Ltd
Does not hold any shares in Sonae Group companies
CHRISTINE CROSS
April 2015
CHRISTINE CROSS
Curriculum Vitae
PERSONAL DETAILS
PLACE OF BIRTH: Yorkshire, United Kingdom
DATE OF BIRTH: 13 June 1951
CIVIL STATUS: Married – no children
QUALIFICATIONS
1973
BEd (Distinction), Food Science and Nutrition, Newcastle University
1983
MSc in Food Science (Distinction), University of Reading
1990
Diploma in Management Studies, OU
PROFESSIONAL BACKGROUND
EDINBURGH UNIVERSITY
1975-1978
Lecturer in Food and Nutrition
BATH SPA UNIVERSITY COLLEGE
1979-1985
Senior Lecturer
1985-1989
Principal Lecturer and Director of BSc (Hons) Programme
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Gained the validation for the BSc (Hons) programme
th
nd
Moved the course from 7 to 2 in the recruitment league
TESCO PLC
1989-1990
Head of Consumer Services
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Led the product assessment and nutritional labelling section of the then most
aggressive retailer in the sector.
Led the development of nutritional labelling on pack to complement the
Company’s Healthy Eating strategy
Began the principle of consumer involvement in sensory testing of products in
order to raise the profile and image of the Tesco brand
1990-1994
Divisional Director, Technical Services
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1994-1997
Trading Director
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1998 – 2002
Recruited to spearhead private label development as part of Tesco brand
strategy
Established physical, chemical and microbiological product testing in-house in
order to challenge and develop supplier standards
Developed Consumer Advisory Centres in order to benchmark products in the
market place and build consumer trust and loyalty
Built a private label product portfolio across food and non-food resulting in 60%
participation and 10% margin enhancement
Responsibility for a strategic programme to reinvigorate clothing which resulted in
sales of £450m p.a. and the Company diversification into non-food retailing
Led a retail clothing rollout programme across 250 stores resulting in 27% LFL
sales and 37% profit growth
Challenged the supplier strategy with resulting increases in both service levels
and quality
Developed the first alternative sales channel, a Baby Direct catalogue, in line with
company strategy
Initiated a Company wide cultural change programme developing a vision and
values, and incorporated this into a set of international KPIs
World Non Food Buying Director
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04/2002–06/2003
Reported directly to the Main Board, responsible for a budget of £600m
Established and implemented a strategy for global sourcing across UK, Republic
of Ireland, Central Europe and Asia.
Demonstrated success through sourcing 20% goods centrally, £55m savings
achieved p.a.
Instituted a process of aggregating orders on core lines to achieve economies of
scale with saving of 3.7 margin points
Developed sourcing hubs in Hong Kong, Thailand, India, Czech Republic, South
Africa and Turkey to access the best value for money supply
Transformed the value chain to source ex factory reducing costs from 15.3% to
1.9%
Challenged branded suppliers by sourcing £80m p.a. parallel goods with savings
of £9m
Led international cross functional teams to deliver across 14 countries and
cultures
Headed the strategic review of buying and sourcing in current and proposed
partner organisations to take account of supply chain and systems issues
Group Business Development Director
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Reporting to the Deputy Chairman/International Director, responsible for
European business expansion (and other designated areas) for the group
Market assessments-Russia, Turkey, Greece, Denmark, Romania, Bulgaria,
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Croatia, India
Designation of the appropriate entry vehicle – acquisition, JV, organic growth
Business plan, including partner development as appropriate
Valuation, transaction structures and due diligence working with investment
banks and legal advisers
Deal closure – successful acquisition of Hit, Poland and Kipa, Turkey
Business integration to achieve 15% year 3 CROI
OTHER POSITIONS HELD
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University of Ulster, Visiting Professor, Consumer Studies, 1997-2003
George Wimpey, plc, NED, December 2002 - December 2005
Sobeys Inc, Canada, NED, (Audit, Nominations and Remunerations Committee Member), 20032011
Fairmont Hotels Inc, Canada, NED, February 2005 - June 2006
Next plc, NED, (Audit, Nominations and Remunerations Committee Member), January 2005 –
May 2005
PwC Transaction Services, Retail Consultant, 2006-2007
Warburg Pincus Private Equity, Retail Consultant, 2006-2014
PWC, Chief Retail Advisor, 2010-2013
OFFICES HELD
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CHRISTINE CROSS LTD - Independent advisory Retail, since 2003
Apax Private Equity, Retail Advisor, since June 2006
Woolworths (Australia) plc, NED (PPC Chair), since January 2012
Kathmandu (New Zealand) plc, NED, since December 2012
Bramles (Australia) plc, NED, since January 2014
Fenwick (UK), NED, since October 2014
TSEGA GEBREYES
April 2015
TSEGA GEBREYES
35 Portman Square, London, W1H 6LR UK
6 Pont Road, Bryanston Johannesburg, SA
D.OB – 14 / 12 / 1969
Nationality: Ethiopian
Marital Status: Married
Sex: Female
Experience
2007
Present
SATYA CAPITAL
Founding Director, Managing Partner
JOHANNESBURG, LONDON: SA/UK
Investment Group focused on private equity opportunities in Africa
•
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Established business with responsibility for full range of activities ranging from legal &
office set-up to recruitment of other partners and Investment Professionals
Defined investment strategy, recruited Board and sector advisors and Investors
Raised $200 million seed funding and planning to raise additional $400-600 million
2000-2007 CELTEL INTERNATIONAL BV/ZAIN
LONDON, UNITED KINGDOM
2007
Senior Group Advisor
Provided business development support and advice. Sat on various boards representing
companies, including:
• Celtel Kenya Board Member, Chair, Audit Committee
• Celtel Ghana advisor
• Celtel Nigeria Board Member, Audit Committee
2005
Chief Strategy and Development officer
Member of executive management team reporting to Board
• Continued previous responsibilities in addition to taking oversight for strategy and
communications
• Completed a number of acquisitions and investments in mobile companies across
Africa, including $1.2 billion in Nigeria; $ 100 million in Madagascar; $250 million in
Kenya; $40 million in Tanzania
• Led M&A sale of Celtel to MTC which resulted in $3.4 billion to shareholders
2003
Chief Business Development and Mergers & Acquisitions Officer
Member of executive management team reporting to Board
• Participated in setting strategy and reviewing overall performance as a member of
executive management team
• Served on Boards of subsidiary companies to support general corporate governance
• Responsible for identifying and acquiring businesses in new countries
•
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2001
Responsible for identifying new lines of business and areas of new growth within
existing countries
Lead negotiations, analysis and relationship development to create entry into new
area of expansion
Director Mobile Commerce and New Product Development JOHANNESBURG, SOUTH AFRICA
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Developed mobile commerce business strategy and manage business operations and
service deployment
Deployed payment processing business with 30% enterprise value increase on
organization
Managed private equity placement efforts during 2000-1Q 2001
Implemented first African mobile payment operation for Celtel
Worked on design of global roll out plan for Pan-African expansion
1996-2000 NEW AFRICA OPPORTUNITY FUND, LLP
(re-named ZEYPHER OPPORTUNITY FUND, LLP)
Partner
JOHANNESBURG, SOUTH AFRICA
OPIC-backed private equity fund focused on making investments in SADC region in Africa
• Founding partner
• Responsible for identifying, analyzing and selecting investments within the Northern
SADC countries
• Reviewed and selected investments in wide range of industries with primary focus on
telecommunication, media, financial institutions, services and fast moving consumer
goods sectors.
• Jointly marketed the Fund to investors to close $120 million fund from US investors;
raised $40 million in equity to underpin the OPIC guarantee of $80 million.
• Established a regional office in Kenya to support activities
• Provided support to the various portfolio companies as a Board director and through
managing fundraising activities, identifying strategic partners and recruiting talent.
1995-1996 MCKINSEY & COMPANY, INC.
LONDON, UK
Business Strategy Associate
• Member of team that explored diversification strategy for a major English food retail
chain. Designed economic analysis of proposition and estimated market potential.
Authored and presented findings to senior client managers.
• Evaluated product/market fit for major U.K. clothing retail chain. Performed market
research, analysed store operations and identified drivers of success.
1990-1994 CITICORP SECURITIES, INC.
NEW YORK, USA
Capital Markets: Associate
Received special appointment to core team of six professionals who structured investment
grade, tradable securities from a $1 billion fund of non-investment grade, airline industry
related, financial assets.
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Co-designed and built extensive financial models to value each class of cash flow.
Analysed alternatives and developed a method for measuring return volatility and
correlation with other financial instruments. Persuaded rating agency to assign
investment grade rating to a large portion of the fund.
Jointly marketed non-investment grade portion of the fund to principal and hedge
funds. Identified investor concerns, developed alternative solutions, selected best
alternative and convinced investors and project team members of its merit.
Researched, analysed and integrated legal, tax, accounting and investor restrictions
across several country jurisdictions to develop an optimal fund structure. Jointlypersuaded senior management to underwrite $1B of assets.
Executed due diligence and independently valued debt and equity instruments
purchased for inclusion in the fund.
Corporate Finance and Restructuring: Associate
• Performed detailed analysis of private and public companies in the transportation
industry including US, Canadian, Latin American, and African airline companies.
Supervised financial modeling by new analysts.
• Identified risks and opportunities for strategic action and exposure management.
Developed and presented alternatives to potential clients. Marketed investment
banking services. Established and maintained client relationships.
• Led negotiation with senior managers of two client companies (US and Canadian)
which filed for bankruptcy. Analysed legal and financial alternatives, convinced
management of appropriate action plan. Established new financing terms, loan
covenants, and credit agreement provisions. Managed bank syndicate group and other
Asian creditors.
• Graduated first in associate class based on performance in a competitive, full-time, six
month training program generally offered to MBAs. Subjects covered: advanced
financial analysis, corporate finance theory and risk management tools.
Special Projects: Junior Transactor
• Executed corporate divestiture of client’s leasing subsidiary. Executed bank purchase
of an aircraft portfolio. Provided due diligence, negotiation, structuring,
documentation, and pricing support.
• Completed extensive analysis, developed and marketed accounting and tax driven
financial products to Fortune 500s. Executed special tax driven financial products.
Education
1994-1996 HARVARD UNIVERSITY GRADUATE SCHOOL OF BUSINESS ADMINISTRATION BOSTON, USA
•
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Candidate for Master in Business Administration degree, June 1996.
Project team leader for Volunteer Consulting Organization, client: National Foundation
for Teaching Entrepreneurship. Elected section student Career Representative.
Project team member for European Business Conference.
Member of Finance Club and Venture Capital Club.
1986-1990 RHODES COLLEGE
• Awarded Dual-Degree.
MEMPHIS, USA
•
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Other
Received highest honors distinction for major in economics and cum laude for major in
International Studies.
Received Summa Cum Laude distinction for a senior thesis.
Elected president of Economics Honor Society and member of International Studies
Honor Society.
Appointed Editor of Economics Journal and elected President of Investment Group, a
student managed fund.
Received Sophomore Woman of the Year award and the Ralph C. Hon Leadership
award.
Elected member of two leadership honor societies.
Appointed member of college’s Board of Trustees.
Elected Student Government class representative and appointed President of New
York area Alumni Club.
Educated in Ethiopia, Switzerland and America. Traveled extensively across Africa, Western
Europe and North America. Worked summers in New York and Paris.
Languages Bilingual in Amharic and English. Proficient in French. Elementary Spanish
MARCELO FARIA DE LIMA
April 2015
Curriculum Vitae
Marcelo Faria de Lima
Brasilian, married, economist, 53 years old
Av. das Nações Unidas, 12.551, 15º andar, Conjunto 1507
CEP 04578-000, São Paulo, SP, Brasil
Professional Experience
Since
Feb/2003
Artesia Gestão de Recursos, S.A., São Paulo, Brazil
Company authorised by CVM – Securities and Exchange Commission of Brazil for
the professional exercise of the Management of the Securities Investors
Portfolio
Position held: Shareholder and Co-founder
Since
Jan/2004
Metalfrio Solutions S.A., São Paulo, Brazil
Public company, with shares negotiated in BM&FBovespa under the ticker
FRIO3, it is a Brazilian multinational company, and one of the world’s largest
manufacturers of commercial refrigeration equipment Plug-In type, operating in
Brazil, United States of America, Mexico, Denmark, Turkey, Russia, Ukraine,
Indonesia and India, with annual income of over R$ 800 million.
Position held: Chairman of the Board of Directors
Since
Jul/2007
Produquímica Indústria e Comércio S.A., São Paulo, Brazil
Leadership company in the solutions production in micronutrient, for
agriculture and animal food, which also produces ingredients for the treatment
of water for industrial processes, with annual income of over R$ 800 million.
Position held: Vice-Chairman of the Board of Directors
Since
Jan/2008
Restoque Comércio e Confeções de Roupas, S.A., São Paulo, Brazil
Public company, with shares negotiated at BM&FBovespa under the ticker LLIS3,
it is one of the largest retail companies in the high pattern apparel and
accessories sector, cosmetics and decoration articles, in Brazil, with annual
income of over R$ 1.000 million.
Position held: Vice-Chairman of the Board of Directors
Since
Mar/2008
Klimasan Klima Sanayi ve Ticaret A.Ş. Izmir, Turkey
Public company, duly registered in Turkey’s Capital Markets Board, being its
shares negotiated at Istanbul Stock Exchange under the ticker KLMSN. Company
controlled by Metalfrio Solutions S.A., Klimasan operates in the commercial
refrigeration sector, Plug-In type.
Position held: Chairman of the Board of Directors
Since
Dec/2009
C1 Financial Inc., Saint Petersburg, Florida, United States
Public company, duly registered in the Securities and Exchange Commission of
the United States, being its shares negotiated at NYSE under the ticker BNK.
Commercial Bank acting in Florida, United States, with total assets in an amount
higher than US$ 1.500 million.
Position held: Member of the Board of Directors
Since
Nov/2013
TRX Investimentos Imobiliários S.A., São Paulo, Brazil
Company that invests, develops, finances, and manages, owned or third
parties’, property assets, with assets under management with a total amount of
approximately R$ 4.000 million.
Position held: Member of the Board of Directors.
2002 to 2005
Neovia Telecomunicações S.A., São Paulo, Brazil
Wi-Fi Company/ WiMax at São Paulo State
Position held: Member of the Board of Directors
2000 to 2003
EugênioWG, São Paulo, Brazil
Advertising Agency
Position held: Co-founder and CEO
2000
Areautil, São Paulo, Brazil
Internet gateway for property business
Position held: Co-founder and CEO
1998 to 2000
Donaldson, Lufkin & Jenrette, São Paulo, Brazil
Investments Bank
Position held: Manager
1996 to 1998
Banco Garantia, São Paulo, Brazil
Investments Bank
Position held: Vice-Chairman
1989 to 1996
ABN AMRO Bank, São Paulo, Brazil/ Chicago, United States
Position held: Commercial Banker
1988 to 1989
Pontifical Catholic University of Rio de Janeiro, Rio de Janeiro, Brazil
Position held: Professor
Education
1981-1985
Pontifical Catholic University of Rio de Janeiro, Rio de Janeiro, Brazil
Degree in Economics
ÂNGELO GABRIEL RIBEIRINHO DOS SANTOS PAUPÉRIO
April 2015
ÂNGELO GABRIEL RIBEIRINHO DOS SANTOS PAUPÉRIO
Curriculum Vitae
PERSONAL DATA
BIRTH : 14/09/59
∗
ACADEMIC LEVEL: MBA (1988 - 1989) IN (PORTO BUSINESS SCHOOL)
∗
DEGREE IN CIVIL ENGINEERING (OPORTO UNIVERSITY - 1982)
PROFESSIONAL EXPERIENCE
Since 2007
Executive Vice-President of Sonae - SGPS, SA, CEO of the Board of Directors of
Sonaecom, SGPS, SA, (Chairman and CEO - Since May 2014), Director of Sonae Sierra,
SGPS, SA, Sonae Investimentos, SGPS, SA e MDS, SGPS, SA (Chairman of the Board of
Directors - Since October 2014)
2004/2009
Director of MDS - Corretor de Seguros, SA
2007/2013
Non-Executive Director of Cooper Gay (Holdings) Limited
1996/2007
Executive Vice President and CFO of Sonae – SGPS, SA, Executive Director of Sonae
Capital, SGPS, SA and Chairman of the Committee of Sonae – SGPS, SA
1996/2007
CFO of Sonae Distribuição, SGPS, SA (Currently Sonae Investimentos, SGPS, SA and
Director of, Modelo Continente, SGPS, SA and several of its affiliates (Retail)
1994/1996
Board Member of several Sonae Distribuição owned companies
1991/1994
Manager of Planning and Control Dept. of Sonae Investimentos – SGPS, SA (Currently
Sonae - SGPS, SA)
1989/1991
Responsible for Television Project of Sonae Tecnologias de Informação
1984/1989
Senior officer at EDP - Eletricidade de Portugal
1982/1984
Structure Projects Engineer at Tecnopor
OTHER ACTIVITIES
∗ Chairman of the Shareholders’ General Meeting APGEI – Portuguese Association of
Management and Industrial Engineering since 1989
∗ Invited Professor of Business Policy in the Business School of Oporto University.
Chairman of Sonaecom - Sistemas de Informação, SA
Chairman of Sonaecom - Serviços Partilhados, SA
Chairman of Público - Comunicação Social, SA
Member of the Board of Directors of ZOPT, SGPS, SA
Non-Executive Director of NOS, SGPS, SA
Chairman of Sonaegest – Sociedade Gestora de Fundos de Investimentos, SA
Chaiman of Sonaerp - Retail Properties, SA
Chaiman of Sonae Financial Services, SA
Vice-Chaiman of Sonae - Specialized Retail, SGPS, SA
Vice-Chaiman of Sonae MC - Modelo Continente, SGPS, SA
Director of Sonae Center Serviços II, SA
Director of Sonae Investments BV
Director of Sontel BV
Chairman of MDS AUTO, Mediação de Seguros, SA
Chairman of Sonae RE, SA
Member of the Board of Directors of Love Letters - Galeria de Arte, SA
Sole Director of Enxomil - SGPS, SA
Sole Director of Enxomil - Sociedade Imobiliária, SA
Sole Director of STTR – Construção e Imóveis, SA
Board of Directors of APGEI (Portuguese Association of Engineering and Management)
Board of Governors of Universidade Católica Portuguesa
Board of Governors of Porto Business School
Sonae – SGPS, S.A.:
770, 426 shares1
500,000 shares2
1
of which, 125, 000 are held by spouse
2
shares held, indirectly, through a controlled company
DAG JOHAN SKATTUM
April 2015
Dag J. Skattum
38 Upper Addison Gardens
London
W14 8AJ
Qualifications
1980
Gjovik, Norway, High School, Science
1984
Allegheny College, Meadville, PA (USA), Bachelor of Arts
1986
Simon School of Business, University of Rochester, Rochester, NY (USA), MBA
Work Experience
J.P. Morgan
1986-2007
Advised in London and NY, clients on some of the firm's highest profile and most
complex transactions;
January 2015-Present Vice-Chairman;
Co-head global Mergers and acquisitions;
Chairman of a newly formed global strategic advisory group;
Responsible for helping develop the firm’s activities in Africa.
2007-2013
TPG
Partner London office;
Responsible for sourcing and executing transactions;
Expertise in general strategic advice, valuation and financing work.
2013-Present
Abingdon Square Partners LLC
Consulting business primarily
Africa/emerging markets.
2013-Present
on
strategic
advice
around
One Thousand & One Voices
Managing Director
A family-backed investment firm focused on Sub-Saharan African Investments.
Responsible for designing valuation models, investment committee processes
and adopting best practices around corporate fiancé, valuation and financing
matters.
Other Positions Held:
Myeloma Institute, Little Rock, Arkansas
-
focused
Helped constitute board;
Vice Chairman of the board;
-
Co-chaired CEO succession committee of the board;
Trusted advisor to prior and current director of cancer institute (on going).
Allegheny College
-
Trusted advisor to prior and current President of the college;
Co-chair capital campaign;
Vice Chairman of the Board (on going).
Right to Play
-
Board member global board (Toronto, Canada HQ);
Member of the board f Directors of UK;
Chair HR committee;
Chair of CEO succession committee;
Trusted advisor to CEO and Founder (on going).
Nabors Industries
-
Board member recruited for expertise in corporate finance and strategy (on going).
STATUTORY AUDIT BOARD
April 2015
DANIEL BESSA FERNANDES COELHO
April 2015
DANIEL BESSA FERNANDES COELHO
Curriculum Vitae
PERSONAL DATA
DATE OF BIRTH: 6 May 1948
MARRIED
EDUCATION
1970
1986
Degree in Economics – University of Oporto
Phd in Economics – Lisbon Technical University
PROFESSIONAL ACTIVITIES
1970- 2009
Docente na Universidade do Porto
1970-1999
Faculty of Economics
1988-2000
ISEE (Institute for Entrepreneurship Studies)
1989-2002
Faculty of Engineering
2000-2008
EGP – Oporto Management School
2008-2009
EGP – University of Porto Business School
2009
Faculty of Economics
1978-1979
Dean of the Faculty of Economics of the University of Oporto
1983-2012
Economists - Liberal professional
1990-1995
Vice-Dean for the Financial Management Guidance of the University of Oporto
1995-1996
Economics Minister of the Portuguese Government
1996-2006
Non-Executive Director of CELBI – Celulose Beira Industrial
1997-1999
Non-Executive Director of INPARSA – Indústrias e Participações, SGPS, SA
1997-2008
Executive Director of Finibanco, SA
1997-2007
Chairman of the Statutory Audit Board of SPGM – Investment Company
1999-2002
Chairman of the Board of the Shareholder’s General Meeting of APDL –Management
of Douro and Leixões Ports
2000-2012
Chairman of the Advisory Board of IGFCSS – Portuguese Institute for Welfare Funds
Management
2001-2003
Advisory member of the Consulting council of Electric and Telephone Conducters
Industries F. Cunha Barros, SA
2001-2011
Director of Finibanco Holding, SGPS, SA
2003-2013
Member of the Board of Directors of Bial Foundation
2007-2010
Member of the Advisory Board of Microprocessador, SA
2007-2011
Member of the Board of Directors of the Agency for Investment and External
Commerce of Portugal - AICEP, E.P.E.
2008-2014
Member of the Investment Committee Member of PVCI – Portuguese Venture
Capital Initiative, entity created by FEI – European Investment Fund
2009-2014
Managing Director of COTEC Portugal, Association for Innovation
2011-2012
Member of the Supervisory Board of Banco Comercial Português, SA
Chairman of Statutory Audit Board of Galp Energia, SGPS, SA
Chairman of the Advisory Board of Bial - Portela e Companhia, SA
STATEMENT
I hereby declare, as required by law, that I, as a proposed member for the Statutory Audit
Board of Sonae – SGPS, S.A., do not incur in any of the incompatibilities envisaged in number
1 of article 414-A of the Company Law, nor I am involved in any circunstance capable of
affecting my independence under the terms of number 5 of Article 414 of the Company Law.
I inform that I will not any shares of Sonae – SGPS, SA or the other company with a group
relationship.
Porto, 18 March de 2015
(Daniel Bessa Fernandes Coelho)
MARIA JOSÉ MARTINS LOURENÇO DA FONSECA
April 2015
CURRICULUM VITAE
PERSONAL DATA
Name:
Maria José Martins Lourenço da Fonseca
Birth Date:
4th September 1957
Nacionality:
Portuguese
Adress:
Rua Manuel Bandeira, nº 147, Hab. 62, 4150 – 479 PORTO
EDUCATION
2009/…
PhD candidate in the Business Science PhD Program at Faculty of Economics of
University of Porto, with specialization in Accounting and Management
Control.
Dissertation with the theme: “Carbon Financial Accounting: Evaluating the
“Disciplinarian effect” of standards and markets on disclosure practices of EU15 listed firms”, submitted at September 2014.
Orientation: Doctor Patrícia Teixeira Lopes.
2002
Master in Business Science at Faculty of Economics of University of Porto, with
specialization in Accounting and Management Control.
Dissertation with the theme “Enquadramento Contabilístico de elementos
intangíveis de natureza ativa”.
Orientation: Doctor José Rodrigues Jesus.
1992
Participation in Young Managers Programme at INSEAD – European Institute
of Business Administration, Fontainebleau.
1987
Post graduate Program in European Studies at European Studies Center,
Catholic University of Portugal – Oporto.
Degree in Economics at Faculty of Economics of University of Porto, having
received the award Doutor António José Sarmento attributed to the best
student in Accounting Theory.
1984
MAIN ACTIVITY
Professor at School of Economics and Management, Catholic University of Portugal – Oporto (CRP)
1996/…
Professor at School of Economics and Management, Catholic University of
Portugal – CRP, in Accounting area.
Currently, teaches the “Financial Accounting” subject, in the degrees of
Economics and Management, and is responsible for the subject “International
Accounting”, in the Auditing and Taxation Master Program.
Exercises teaching activity at Catolica Porto Business School, in the Accounting
area.
Responsible for the “Financial Accounting” subject in multiple post-graduation
Programs and advance training programs (GP in Management for lawyers, GP
in Health Care Units Management, GP in Organization and Event Management,
Executive Master Business Information, General Degree in Management), at
EGE – Atlantic Business School (Business Management School founded by
Catholic University of Portugal – CRP, by Universidade de Aveiro and by the
Portuguese Entrepreneurial Association).
2008/…
Exercise of consulting activity through the Research Centre in Management
Applied Economics (CEGEA) at Catholic University of Portugal – CRP.
2015
Member of the Selection Board for the Oral Tests for External Auditor (ROC)
2008/09
Cooperation with the Portuguese Institute of Statutory Auditors, in the field of
professional formation, having ministered, during this period, continuous
formation about the International Finance Reporting Standards (New
Standards from IASB and Change of the Previous ones – Annual Improvements
to IFRSs).
2002/08
Cooperation with the Certified Public Accountant Association (OTOC), in the
field of professional formation, having ministered, during this period, multiple
formation actions in Accounting (SNC – Projeto: O Novo Normativo
Contabilístio Nacional – Enquadramento e 1º Aplicação das NCRF, 2008;
Contabilidade Orçamental, 2006; Demonstrações dos Fluxos de Caixa, 2005;
Elaboração das Demonstrações Financeiras, 2004; NIC 37 – Provisões, Passivos
e Ativos Contingentes, 2004; A Contabilização de Existências, 2004;
Constituição, Dissolução, Liquidação e Transformação de Sociedades, 2004;
Impostos Diferidos, 2003; Análise das Demonstrações Financeiras, 2002; Oas
Aspetos Contabilísticos e Fiscais do Imobilizado, 2002).
1996/2006
Cooperation with the Portuguese Institute of Statutory Auditors, as trainer for
the External Auditor Preparatory Course.
1991/99
Assistant Professor at Faculty of Economics of University of Porto, having
lectured multiple subjects in the Accounting area.
1985/96
Enter in BPI – Banco Português de Investimentos, S.A., as Technician in
Economic Studies and Planing Consultant (1985/90) having subsequently
exercised the role of Senior Analyst in Banca de Empresas field (1990/92) and
being vice-manager in Banca de Empresas field (1992/96).
1984/85
Assistant Professor at Faculty of Economics of University of Porto, having
lectured the Microeconomic subject.
STUDIES
“Caracterização dos principais grupos económicos de comunicação social”, study performed for the
Research Centre in Management Applied Economics (CEGEA) at Catholic University of Portugal - CRP,
with Alberto Castro and Filipe Silva, 2014.
“Caracterização dos principais grupos económicos de comunicação social”, study performed for the
Research Centre in Management Applied Economics (CEGEA) at Catholic University of Portugal - CRP,
with AlbertoCastro and Ana Isabel Lourenço, 2013.
“Caracterização genérica do mercado publicitário em Portugal”, study performed for ERC - Entidade
Reguladora para a Comunicação Social, with Alberto Castro and Ana Isabel Lourenço, 2009.
“Caracterização dos principais grupos económicos de comunicação social” – multiple studies
performed for ERC - Entidade Reguladora para a Comunicação Social, with Alberto Castro and Ana
Isabel Lourenço, 2008, 2009, 2010, 2011, 2012.
JOURNALS PUBLICATIONS
“Produção científica em Contabilidade Financeira: o caso português no período 2001-2009”,
Contabilidade e Gestão (Portuguese Journal of Management and Accounting), November 2011, n.11,
pages. 9-42, with Maria Teresa Bianchi and José António Moreira.
COMMUNICATIONS IN COFERENCES
“Carbon Financial Accounting: Evaluating the convergence of practices among EU-15 listed firms” –
study presented at 2013 International Conference for Critical Accounting (ICCA), with Patrícia Teixeira
Lopes. New York, April 2013.
“Fair value or cost-based measurement for PPE and IP: Evidence from accounting practice under IFRS”,
study presented at the XXX Annual Congress of the European Accounting Association. Lisbon, April
2007.
“Contabilização de derivados ao justo valor: o caso particular dos swaps de divisas”, study presented at
the X Annual Congress da Associación Española de Contabilidad y Administración de Empresas, with
Luísa Anacoreta Correia. Zaragoza, September 1999.
PARTICIPATION IN CONFERENCES
Participation, as a discussant, at the XIV GRUDIS Conference GRUDIS organised by the School of
Economics and Management of University of Minho and by the Portuguese Network of Accounting
Research (Grudis). Braga, January 2015.
Member of the Scientific Commission of the XIII International Congress of Costs organised by the
International Institute of Costs and by the Public Certified Accountant Association. Oporto, April 2013.
Participation as a discussant, at the X GRUDIS Seminar organised by Faculty of Economics of University
of Porto and by the Portuguese Network of Accounting Research (Grudis). Oporto, January 2011.
PARTICIPATION IN ACADEMIC SELECTION BOARDS
Examiner of the Master Degree exams of Mariana Ferreira Mourão Alves da Silva, with the dissertation
theme “O Relatório Integrado”, School of Economics and Management of the Catholic University of
Portugal – CRP, March 2015.
STATEMENT
relationship.
(Maria José Martins Lourenço da Fonseca)
MANUEL HELENO SISMEIRO
April 2015
Curriculum Vitae
Name:
Manuel Heleno Sismeiro
Birth Date:
5 January 1945
Birth Place:
Colmeias, Leiria
Education:
Graduation in Finance, ISCEF, Lisbon, 1971
Accountant, ICL, Lisbon, 1964
Professional
Degree:
Statutory Auditor, nr. 202, since 1974
Professional
Curriculum:
Current functions: Chairman of the Fiscal Board of Sonae Indústria, SGPS, S.A.
Chairman of the Fiscal Board of Sonae Capital, SGPS, S.A.
Chairman of the Fiscal Board of OCP Portugal – Produtos Farmacêuticos, S.A.
Chairman of the Shareholder’s General Meeting Segafredo Zanetti (Portugal)
– Comercialização e Distribuição de Café, S.A.
Ano 2014:
Chairman of the Fiscal Board of Sonae Investimentos, SGPS, S.A.
July 2008:
Consultant, namely or internal audit and internal control.
1980-2006:
Partner of Coopers & Lybrand and of Bernardes, Sismeiro & Associados,
since 1998 PricewaterhouseCoopers – auditors and statutory auditors.
Responsible for the audit and statutory audit in several industries. More
important companies: Sonae (group); Amorim (group); Unicer (group);
Sogrape (group); Barros (group); TMG (group); Lactogal (group); Aveleda
(group); RAR (group); Cires; Ford; REN.
Responsible for the management of the Oporto office of the mentioned
companies - 1982 at 2008.
Manager of the Audit department in the period 1998-2002 and
member of the management board of PricewaterhouseCoopers, in the
same period.
1977-1980:
CTT – Correios e Telecomunicações de Portugal: Chefe de Divisão da Gestão
e Controle de Armazéns. Responsible for the Warehouse Management and
Control division. Responsible for stock management of central warehouses
and of a project aimed at implementing a computer tool for stock
management and control.
1975-1977:
Banco Borges & Irmão: performed functions at the Economic Studies
Department and at the Control Department of associated companies.
1974-1975:
Arthur Young & Co: already qualified and registered as Statutory Auditor and
audit assistant.
1971-1974:
Ministry of Navy: compulsory military service at the Provisioning Service
Division. Responsible for the stock control division for the whole of the
Navy, including provisioning of the military forces in ex-colonies.
1970-1971:
Banc of Agriculture: performed functions at the Organization and Methods
division.
Teaching
Activities:
1971-1981:
Instituto Superior de Economia, Lisboa: assistant of Mathematics,
Statistics, Econometry and Operational Investigation.
1974-1976:
University Catholic of Lisbon: assistant (first year) and regent (second year)
of Accountancy in the Business Administration course.
1965-1966:
Industrial and Commercial School of Leiria: Accounting and Commercial
Calculus teacher in the general Commerce course.
STATEMENT
relationship.
(Manuel Heleno Sismeiro)
ÓSCAR JOSÉ ALÇADA DA QUINTA
April 2015
Óscar José Alçada da Quinta
Place of Bird: Barcelos (Barcelos) – Portugal
Date of Birth: 01/12/1957
Civil Status: Married
Adress: Rua Pêro Escobar, 225, 4450-771 Leça da Palmeira
Education
- Graduation in Economics - University of Porto (Portugal)
Professional Activities
1982-1986:
- Administrative and Finance positions held in the textile, building and office equipment
companies.
Since 1986:
- External services provided to Statutory Auditors
Since 1990:
- Registered at the Statutory Auditors Institute, developing his Professional activity
exclusively as a Statutory External Auditor, first individually and, later as partner of
Óscar Quinta, Canedo da Mota & Pires Fernandes, SROC.
Offices held in other companies:
•
BA GLASS I - Serviços de Gestão e Investimentos, SA (Member of the Statutory Audit
Board)
•
Caetano-Baviera - Comércio de Automóveis, SA (Member of the Statutory Audit Board)
•
Óscar Quinta, Canedo da Mota & Pires Fernandes, SROC (Member of the Board of
Directors)
•
SONAE INDÚSTRIA, SGPS, SA (Member substitute of the Statutory Audit Board)
•
SONAECOM, SGPS, SA (Member of the Statutory Audit Board)
STATEMENT
I inform that I will not any shares of Sonae – SGPS, SA.
(Óscar José Alçada da Quinta)
SHAREHOLDERS’ REMUNERATION COMMITTEE
April 2015
ARTUR EDUARDO BROCHADO DOS SANTOS SILVA
April 2015
CURRICULUM VITAE
1. -
2. -
3. -
4. -
PERSONAL DATA
Name
Artur Eduardo Brochado dos Santos Silva
Date of Birth
22nd of May 1941
ACADEMIC BACKGROUND
1963
Degree in Law, University of Coimbra (final grade 17/20)
1985
Stanford Executive Program, Stanford University
Oct. 2004 / …
Chairman of BPI
2012 / ...
Chairman of the Board of Directors of Calouste Gulbenkian
Foundation
2012 / …
Chairman of the Board of Directors of Partex Oil & Gaz
Corporation (holding owned by Calouste Gulbenkian
Foundation)
1981 / 2004
Chairman and CEO of SPI and, since 1985, of BPI
2004 /2013
Member of the Board of Directors of Jerónimo Martins, SGPS,
SA
2005 / 2013
Member of the Board of Directors of Sindecom, SGPS, SA
1977 / 1978
1975 / 1976
1968 / 1975
Deputy Governor of Banco de Portugal
Secretary of State of the Treasury
Senior Manager of Banco Português do Atlântico
OTHER ACTIVITIES
2008/ 2010
Chairman of “Comissão Nacional para as Comemorações do
Centenário da República“
2005 / 2011
2005 / 2011
2009 / 2012
2008 / 2012
1995 / 2012
1985 / 2012
2010 / 2012
2006 / 2012
2006 / 2012
2003 / 2012
1998 / 2012
1994 / 2012
1991 / 2012
1987 / 2012
2006 / 2009
2004 / 2009
2004 / 2007
2001 / 2009
2001 / 2003
1999 / - Jan. to Nov.
1996 / 1998
5. -
Member of the Conselho Nacional do Mercado de Valores
Mobiliários
Member of the Advisory Board for the Tecnologic Plan
Chairman of Supervisory Board of University of Coimbra
Member of the Supervisory Board of EGP-UPBS (Escola de
Gestão do Porto-University of Porto Business School)
Member of the Advisory Board of Fundação Gomes Teixeira
(Catholic University)
Member of Supervisory Board of Faculdade de Economia,
Universidade Nova de Lisboa
Chairman of the General Assembly of Liga Portuguesa Contra o
Cancro
Chairman of the Board of Founders of Casa da Música
President of Auditing Board of SEDES (Deputy Chairman from
1992 to 2006)
Chairman of Auditing Board of Fundação Júlio Resende - Lugar
do Desenho
Member of the Auditing Board of Bial Foundation
Chairman of General Assembly of Centro Social da Foz
President of the Auditing Board of Mário Soares
Foundation
President of Auditing Board of Portuguese Entrepreneurial
Foundation
President of Board of Directors of COTEC PORTUGAL –
Associação Empresarial para a Inovação (2003/2006 – Member
of the Board)
Member of the Supervisory Board of Universidade Católica
Portuguesa
Chairman of Supervisory Board of Instituto Português de
Corporate Governance
Member of International Supervisory Board of Banco Itaú
Member of the Senate of University of Oporto
Chairman of Porto 2001 – European Capital of Culture
Member of Board of Directors of Fundação de Serralves
TEACHING ACTIVITIES
1980 / 1982
Guest Professor of “Public Finance”, Coimbra University,
School of Law
1979 / 1985
1963 / 1967
6. -
CONDECORATIONS AND OTHER DISTINTIONS
2010
2008
2004
1998
1991
1986
7. -
Guest Professor of “Money and Credit”, Catholic Portuguese,
School of Law in Oporto
Assistant professor of “Public Finance” and “Economics”,
Coimbra University, School of Law
Doutor Honoris Causa by University of Oporto (School of Arts)
“Grade de Chevalier de l’Ordre de la Légion d’Honneur “
(France)
“Grande Cruz da Ordem do Infante D. Henrique“
“Medalha de Honra, Grau de Ouro”, granted by Câmara
Municipal do Porto
“Orden de Mérito Civil“ (Spain)
“Ordem de Mérito Civil“ (Portugal)
“Ordre National du Mérite“ (France)
AWARDS DURING LAW DEGREE
“Infante D. Henrique“
“Prof. Beleza dos Santos“
Granted by TAP to best final mark in Law Degree at Coimbra
University, in 1963
Granted by SACOR to best mark in Criminal Law at Coimbra
University in 1963
FRANCISCO DE LA FUENTE SÁNCHEZ
April 2015
Francisco de La Fuente Sánchez
Age: 73
Nationality: Portuguese
Education:
Positions held in Other
Companies:
Main Professional
activities in the last five
years:
Graduation in Electro technical Engineering – Instituto Superior Técnico (1965)
Chairman of the Shareholder’s General Meeting of Iberwind – Desenvolvimento e
Projectos, S.A.
Chairman of the Shareholder’s General Meeting of APEDS – Associação Portuguesa
de Engenheiros para o Desenvolvimento Social
Chairman of the Managing Council da AAAIST – Associação de Antigos Alunos do
Instituto Superior Técnico
Co-opted Member of Conselho da Escola do Instituto Superior Técnico
Honorary Member of Hidroeléctrica del Cantábrico, S.A.
Member of the Curators of Luso-Brasileira
Member of Fórum Ibero América
Member of the Curators Council of Luso-Espanhola Foundation
Member of Patronato of Hidroeléctrica del Cantábrico Foundation
Member of Remuneration Committee of Sonaecom, SGPS, SA
Non Executive Director of Sonae Capital, SGPS,
2000-2010 – Non Executive Director of Portugal-Africa Foundation
2004-2010 - Member of Consulting Council of Instituto Português de Corporate
Governance
2005-2009 - President of EDP Foundation
2005-2012 - Member of Consulting Council of Fórum para a Competitividade
2006-2009 - Member of the Supervisory Board of Millennium BCP – Banco Comercial
Português
2007-2009 – Chairman of the Governance Committee of Millennium BCP’s General
and Supervisory Board
2007-2012 - Chairman and Non-Executive Vice President of the Board of Directors of
EFACEC Capital
2007-2012 - Chairman of the National Council of the Electro technical Engineering
Board of the Engineers Institute
2007-2012 - Invited Member of Conselho Nacional da Água
2007-2013 - Chairman of the General Council of PROFORUM
Since 2002 - Member of the Curators Council of the Luso-Spanish Foundation
Since 2003 - Member of the Ibero American Forum
Since 2004 - Member of the Curators Council of the Luso-Brazilian Foundation
Since 2005 - Member of Patronage of Fundação Hidroeléctrica del Cantábrico
Since 2009 - Co-option member of Instituto Superior Técnico School Council
CARLOS ANTÓNIO ROCHA MOREIRA DA SILVA
April 2015
CURRICULUM VITAE
Name
Date of Birth
Nationality
Civil Status
Languages
Qualifications
Carlos António Rocha Moreira da Silva
52.09.12
Portuguese
Married, three children
English, Portuguese, Spanish
Graduated in Mechanical Engineering, University of
Porto in 1975
MSc in Management Sci. and Operational
Research, University of Warwick - UK in 1978
PhD in Management Sciences, University of
Warwick - UK in 1982
Experience
Current Positions
Chairman of BA Glass
Vice-President of Sonae Indústria, SGPS, S.A.
Member of the Board of Banco BPI
Member of the Board of Cotec Portugal
2010 – 2014
Chairman of La Seda de Barcelona
2009 – 2012
Member of the Supervisory Board of Jeronimo Martins Dystrybucja
2005 – 2012
Member of the Advisory Board da 3i Spain
May 2003 - Apr. 2005
CEO of Sonae Indústria, SGPS, S.A.
Sep.1998 - Jan. 2000
Chairman of Público - Comunicação Social, S.A.
Jun. 1998 - Dez. 1998
Chairman of TVI - Televisão Independente, S.A.
Jan. 1997 - Sep. 1998
CEO of Sonae Retalho Especializado, SGPS, S.A.
Jan. 1993 - Dec. 1996
CEO of Sonae Indústria, SGPS, S.A. and of Tafisa Tableros de Fibras, S.A.
Sep. 1988 - Dez. 1993
CEO of Sonae Tecnologias de Informação, S.A.
Mar. 1987 - Aug. 1988
EDP - Electricidade de Portugal
Executive Board member
Nov. 1982 - Mar. 1987
Universidade do Porto
Associate Professor Industrial Management
Consultant
Oct. 1975 - Nov. 1982
Universidade do Porto
Lecturer and Senior Lecturer
Sonae – SGPS, SA – 22,000 shares
Shareholders’ General Meeting of Sonae SGPS, SA
4471-909 Maia
Item number 5
PROPOSAL
According with the established under article 420º, paragraph 2, subparagraph b) of the Portuguese Companies
Act, the Statutory Audit Board is responsible for the proposal, to the Board of Directors, of the nomination of
the Statutory External Auditor of the company.
During 2014, and regarding the occurred during the mandate, the Statutory Audit Board supervised, closely
and continuously, the activity developed by the Statutory External Auditor, having considered suitable and
accurate the working plan developed, as well as the conditions, information and support provided by the
company for the exercise of its supervisory and internal audit assignments, having, likewise, ascertained and
confirmed the existence and maintenance, during the period, of the independency of the Statutory External
Auditor.
The Statutory Audit Board, analysed and approved the services provided, including the additional services,
apart from those of reviewing and auditing, and, generally, the remuneration received for the provision of all
the services.
The Statutory Audit Board, during all the period, analysed, discussed and approved the conclusions of the
work developed by the Statutory External Auditor, seeing them as objective and upstanding, having been the
main addressee of its reports, which content was in person discussed and enlightened, to its entire extension.
SONAE SGPS, S.A.
Apartado 1011
4471-909 Maia
Portugal
www.sonae.pt
Sociedade Aberta – Capital Social €2 000 000 000 | C.R.C. da Maia, Matrícula e Pessoa Coletiva nº 500 273 170
Aiming at the exercise of its responsibility towards the proposal for the nomination of the Statutory External
Auditor to the Shareholders’ General Meeting, the Statutory Audid Board performed a detailed analysis, having
concluded that the competence, reputation, and experience of the actual Statutory External Auditor, and the
independency with which it has been exercising its attributions, support the option of its continuation, seeing
that continuation in office does not affect its independency, nor does it generate costs of replacement arising
from the loss of its historical record of knowledge and from its importance for the efficiency of the audit and
review, as long as the independence and impartiality of action is assured, as it is the case.
Additionally, the representing partner of the Statutory External Auditor Company in exercising, took up his
assignment in the year of 2011, under a policy of rotation, which becomes effective according with the best
practices of compliance, assumed by this Statutory Audit Board, namely the implementation of the
Recommendation IV.3 of the Portuguese Securities Commission (CMVM) Corporate Governance Code.
In preparing this proposal, the Statutory Internal Auditor considered the publication of the EU Regulation nr
537/2014, which determines a limit of 10 ten years regarding the duration of the Statutory External Auditor
mandate, having the Member States the possibility to reduce such period, and additionally establishes a
transitorily regime that, in the Company’s case, makes the rotation of the External Auditor mandatory, only, in
the year of 2023.
Considering all the factors in equation, it was unanimously deliberated by the Statutory Audit Board, to
propose to the Board of Directors the reelection, towards a new mandate, of the current Statutory External
Auditor, being the Statutory Audit Board convinced that its permanence exercising its attributions does not
eliminate or condition the idoneity and independency with which it has been exercising them.
In these terms, it is hereby proposed the deliberation of the election, as Statutory External Auditor, of the
company for the mandate that corresponds to the four-year period starting 2015 and ending 2018:
- Deloitte & Associados, SROC, represented by António Marques Dias or Jorge Manuel Araújo de
Beja Neves.
The information required by article 289º, number 1, subparagraph d) of the Portuguese Companies Act is
hetero attached.
On behalf of the Statutory Audit Board,
STATUTORY EXTERNAL AUDITOR
April 2015
(Translation of a letter originally issued in Portuguese)
Sonae – Sociedade Gestora de Participações Sociais, S.A.
Lugar de Espido Via Norte - Apartado 1011
4471-909 Maia
February 20, 2015
Dear Sirs,
For the purpose of article 289º, paragraph 1, subparagraph d) of Commercial Companies
Code (“Código das Sociedades Comerciais”) we hereby declare that this entity, their
partners and members of the Board of Directors do not own shares of Sonae – Sociedade
Gestora de Participações Sociais, S.A. or any of its dominated or group companies.
Additionally, we declare that this statutory audit firm (“Sociedade de Revisores Oficiais de
Contas”), during the past five years, and in accordance with articles 262º and 413º of the
above mentioned code, has been nominated statutory auditor of a large number of
companies which listing would be extremely exhaustive. In compliance with Decree-Law
487/99 dated November 16, 1999, this list was provided to the Portuguese Institute of
Statutory Auditors (“Ordem dos Revisores Oficiais de Contas”).
We attach to this letter the curricula of our partners António Marques Dias and Jorge Manuel
Araújo de Beja Neves, as representatives of this entity.
Yours faithfully
Deloitte & Associados, SROC S.A.
Representada por Jorge Manuel Araújo de Beja Neves
ANTÓNIO MARQUES DIAS
April 2015
António Marques Dias
Praça Duque de Saldanha, nº 1 – 6º
1050-094 Lisboa
António Marques Dias, married, born at Mação, on April 25th, 1955.
Graduation in Economics by Instituto Superior de Economia (1978).
For over five years has been developing his professional activity exclusively as a Statutory
External Auditor, as partner and Board Member of Deloitte & Associados, SROC, S.A., being
registered, since January 1986, at the Portuguese Institute of Statutory Auditors with number
562.
Member of the Board of Directors and Chairman of the Quality Control Commission of the
Portuguese Institute of Statutory Auditors since January 2006.
Lisbon, 20 February 2015
JORGE MANUEL ARAÚJO DE BEJA NEVES
April 2015
Jorge Manuel Araújo de Beja Neves
Bom Sucesso Trade Center
Praça do Bom Sucesso, nº 61 – 13º
4150-146 Porto
Jorge Manuel Araújo de Beja Neves, married, born in Lisbon on April 28th, 1960.
Graduation in Business Management, Instituto Superior de Ciências do Trabalho e Empresa
(1983).
For over five years has been developing his professional activity exclusively as a Statutory
External Auditor, as partner of Deloitte & Associados, SROC, S.A., being registered, since June
1990, at the Portuguese Institute of Statutory Auditors with number 746.
Lisbon, 20 February 2015
To the Chairman of the Board of
the Shareholders’ General Meeting
of Sonae - SGPS, SA
4471-909 Maia
Item number 6
PROPOSAL
It is hereby proposed that the remuneration policy of the members of the Shareholders’
Remuneration Committee adopted for the mandate 2015-2018 consists in the attribution of the
annual fixed value of 7 000.00 euro (seven thousand euro) to the member acting as Chairman of
the Committee, and the attribution of the annual fixed value of 5 000.00 (five thousand euro) to
each of the other members, in both cases when the members do not hold positions in any of the
statutory governing bodies of the Company or of its controlled companies, or are not remunerated
for such held positions.
TEL. +351.22.6077740 • FAX: +351.22.6077750
OF SONAE - SGPS, S.A.
The Chairman of the Board of the
Shareholders’ General Meeting of
Sonae - SGPS, SA
4471-909 Maia
Item number 7
PROPOSAL
The Shareholders’ Remuneration Committee proposes to the Shareholders’ General Meeting the approval,
under the terms and for the purpose of nr. 1 of Article 2 of the Law nr. 28/2009, of 19th June, the present
Statement on Remuneration and Compensation Policy to be applied to the Company’s statutory governing
bodies and to other Persons Discharging Managerial Responsibilities (“Dirigentes”), as set out below:
1. Principles of the Remuneration and Compensation Policy of the Statutory Governing Bodies
The Remuneration and Compensation Policy of the statutory governing bodies and of other Persons
Discharging Managerial Responsibilities (“Dirigentes”) adheres to European Community directives, to
Portuguese national law and to the recommendations of the Portuguese Securities Market Commission
(CMVM) (namely the ones from section - III. Remunerations – from the CMVM Corporate Governance Code
(2013)), and is based on the principle that initiative, competence and commitment are the essential pillars of a
good performance, which must be aligned with the medium and long term interests of the Company, in order to
achieve sustainability and it is underpinned by the following principles:
Competitiveness
In determining the Remuneration and Compensation Policy of the statutory governing bodies of the Company,
the main goal is to attract talent with high level of performance that represents a valuable and material
contribute to the sustainability of the Company’s business. The Policy is defined by benchmarking against the
global market and with the practices of comparable companies, being this information furnished by the main
surveys performed for Portugal and other European markets, in particular those prepared by Mercer and Hay
Group.
Accordingly, the remuneration parameters for members of the Statutory Governing Bodies are determined and
periodically revised in line with the remuneration practices of national and internationally comparable
companies, with the aim of aligning with the market practice the potential maximum amount of remuneration,
both individually as well as in aggregated terms, to be paid to the members of the statutory governing bodies.
When making such analysis, the remuneration of the members of the statutory governing bodies shall consider,
namely, alongside other factors, the profile and the background of the member, the nature and the description
of the role and the competences of the statutory governing body and the member itself, as well as the degree of
direct correlation between the individual performance and the business performance. The Policy is defined by
benchmark with the global market and the practices of comparable companies, being this information furnished
by the main surveys performed for Portugal and other European markets, in particular those prepared by
Mercer and Hay Group.
For the assessment of the market practice reference values, it is considered the average compensation for
Europe’s top tier executives, and the companies that make up the pool of comparable companies are those with
securities traded at Euronext Lisbon regulated market. Hence, the potential maximum amounts of remuneration
to be paid to the members of the statutory governing bodies are as follows:
Circumstances
Board
of Components
Directors
Executive
Fixed
Base Salary
Bonus
Short
Market
determining
Positioning
award
Median
N/A
the
Directors
Upon the fulfilment
Performance
of quantified and
Bonus
unquantified KPIs
Medium
Non-Executive
Term Third quartile
Term Third quartile
Upon the fulfilment
Performance
of quantified and
Bonus
unquantified KPIs
Fixed
Salary
Median
N/A
Statutory Audit Fixed
Salary
Median
N/A
Salary
Median
N/A
Directors
Board
Statutory
External
Auditor
Fixed
Oriented for performance
The Policy establishes the attribution of bonus calculated considering the level of success of the Company. The
variable component of the remuneration is structured in a way to establish a connection between the bonus
attributed and the level of performance either individual, either collective. In the case the pre-defined objectives,
measured by business and individual KPIs, are not accomplished, the amount of short and medium incentives,
will be totally or partially reduced.
Alignment with the shareholders’ interests
Part of the variable bonus of the executive directors is deferred for a period of 3 years, being the amount
conditioned by the evolution of the price of shares and by the level of achievement of the medium-term
objectives during the deferring period. This way, it is ensured an alignment of the director with the shareholder’s
interests and with the medium-term performance, aiming the sustainability of the business.
Transparency
Every aspects of the remuneration structure are clear and openly published, either internal as well as externally,
trough the publicity of the documentation in the Company’s website. This communication process contributes to
promote equity and independency.
Reasonableness
The Policy intends to ensure a balance between Sonae’s interests, the market position, the members of the
governing bodies expectations and motivations, and the talent retention need.
The Company’s Remuneration and Compensation Policy incorporates the principle of not contemplating any
compensation to members of the Board of Directors or to members of other statutory governing bodies, related
with the termination of a mandate, whether such termination occurs at the end of the respective mandate or
there is an early termination for any reason or on any basis, without prejudice of the Company’s obligation to
comply with the applicable law.
The Remuneration and Compensation Policy does not include any benefit, particularly retirement benefits, in
favour of the members of the governing bodies or other Persons Discharging Managerial Responsibilities.
In applying the Remuneration Policy consideration is given to roles and responsibilities performed in affiliated
companies.
To ensure the effectiveness and transparency of the principles of the Remuneration and Compensation Policy,
the Executive Directors:
- will not enter into agreements with the Company or third parties that have the effect of mitigating the risk
inherent to the variability of their remuneration awarded by the Company;
- will not sell, during the mandate beginning in the 2015 financial year, Company shares that were attributed to
them, under the Medium Term Incentive Plan, up to a limit of two times the value of their total annual
remuneration, with the exception of those any such shares that may be required to be sold in order to pay taxes
on the respective gains.
2. To implement the principles set out above, the remuneration and compensation of the members of the
statutory governing bodies and persons discharging managerial responsibilities shall respect the following
rules:
Executive Directors (EDs)
The remuneration and compensation policy for the Executive Directors includes, in the way it is structured,
control mechanisms, taking into account the connection to personal and collective performance, to prevent
behaviour that involves excessive risk-taking. This objective is also reinforced by the fact that each Key
Performance Indicator (KPI) is limited to a maximum value.
The remuneration of EDs normally includes two components: (i) a fixed component, which includes a Base
Remuneration and an annual Responsibility Allowance, determined by reference to each financial year, (ii) a
variable component, awarded in the first half of the year following the year to which it relates and subject to
the accomplishment of the objectives fixed for the previous year. The variable component is divided into two
parts (a) a Short Term Performance Bonus which is paid immediately after it is awarded, and (b) a Medium
Term Performance Bonus, which is paid after a 3 year deferral period, considering that the exposure of EDs to
fluctuations in the share price is the most appropriate way to align the interests of EDs with those of
shareholders.
(i) The fixed remuneration of an ED is based on the personal competences and level of responsibility of the
function exercised by each ED and is reviewed annually. Each ED is attributed a classification named
internally as a Management Level (“Grupo Funcional”). EDs are classified under one of the following
Management Levels: “Group Leader”, “Group Senior Executive”, or “Senior Executive”. The various
Management Levels are structured according to Hay’s international model for the classification of corporate
functions, thereby facilitating market comparisons, as well as helping to promote internal equity.
(ii) The variable bonus is designed to orientate and reward the EDs to achieve predetermined targets and
objectives, which are based on indicators of Company performance, of working teams under their
responsibility and of their own personal performance, and attributed after the financial year is closed and the
performance evaluation has been made. Variable bonus is awarded on the basis of the fulfilment of collective,
departmental and individual KPIs. Approximately 70% of its value is determined by business, economic and
financial KPIs. These are quantified indicators, which are divided into collective and departmental KPIs. The
collective KPIs consist of economic and financial indicators based on the budget, linked to the performance of
each business unit, as well as to the consolidated performance of the Company. The departmental KPIs have
a functional or business unit nature, with a similar linkage to collective KPIs, but are directly influenced by the
performance of the ED. The remaining 30% are determined by the achievement of personal KPIs, which may
combine quantified and unquantified indicators. As the amount of the award is subject to the accomplishment
of objectives, there is no guarantee that any payment will be made. To determine the variable component of
the remuneration an individual evaluation of the performance is carried out by the Nomination and
Remuneration Commission of the Board of Directors. This assessment takes places after the results of the
Company are known.
(a) The Short Term Performance Bonus (“STPB”)
This bonus corresponds to the maximum of 50% of the total value of the variable bonus. This bonus
is paid, in cash, in the first half of the year following the year to which it relates. It may, however,
upon the decision of the Shareholders Remuneration Committee, be paid, within the same deadline,
in shares, subject to the terms and conditions set forth below for the Medium Term Performance
Bonus.
(b) The Medium Term Performance Bonus (“MTPB”)
This bonus is designed to enhance the connection of the EDs with the Company, aligning their
interests with the interests of shareholders, and increasing their awareness of the importance of their
performance on the overall success of the organisation. The value awarded corresponds to at least
50% of the total value of the variable bonus.
The value awarded in euros is divided by the average of the closing share prices to determine the
number of shares it amounts to. The amount initially converted into shares is adjusted for any
changes to the share capital that occurred or any dividends distributed (using Total Shareholder
Return methodology) during the 3 year deferral period. During this deferral period, the amount of the
bonus, converted into shares, may additionally be adjusted to match the success degree in achieving
medium terms KPIs, in order to ensure the continued alignment with the business medium terms
sustainability objectives.
In line with the policy for enhancing the alignment of EDs with the company’s medium term interests,
the Shareholders’ Remuneration Commission may, in its absolute discretion, graduate the discount
percentage to be granted to the EDs for the acquisition of company’s shares, by determining that
EDs contribute to the acquisition in an amount corresponding, at the maximum, to 5% of the share
market price at the transfer date.
On the vesting date, the corresponding shares are delivered free of cost, although the Company
reserves the right to pay the equivalent market value in cash.
Taking the two variable components together, the target values set in advance range between 30% and 60%
of the total annual remuneration (fixed remuneration and target variable bonus).
At the time of working out actual results achieved, the value of each bonus to be awarded is limited to the
minimum 0% and the maximum of 140% of the target value set in advance.
The value of the variable component attributed in the total amount of annual remuneration depends on two
factors: (i) the objective amount of the variable component; (ii) the level of objectives achievement. The
combine of these two factors could give rise to a real weight of the variable bonus attributed over the total
amount of annual remuneration that varies between 0% and 68%, as it results from the illustrative schedule
above:
Balancing of the Variable Bonus Attributed on the basis of Annual Amount
of Remuneration Attributed*
Global KPI
achieved
Variable Objective Bonus / Objective Annual Amount of Remuneration**
0%
50%
70%
100%
140%
33%
0%
20%
26%
33%
41%
50%
0%
33%
41%
50%
58%
60%
0%
43%
51%
60%
68%
* Fixed Remuneration plus variable bonus attributed
** Fixed Remuneration plus variable objective bonus
The payment in cash of the bonus incentive may be executed by any way of fulfilling the obligation as
permitted by law and by the Company’s articles of association.
Non-Executive Directors (NED’s)
The remuneration of the Non-Executive Directors (NEDs) shall be based on market comparable, and be
structured as follows: (1) a Fixed Remuneration; (2) an annual responsibility allowance. No variable bonus of
any kind is paid to NEDs.
Statutory Audit Board (“Conselho Fiscal”)
The remuneration of the members of the Company’s Statutory Audit Board shall be based exclusively on fixed
annual amounts, which include an Annual Responsibility Allowance. The levels of remuneration are
determined by taking into consideration the Company’s situation and by benchmarking against the market.
Statutory External Auditor
The Company’s Statutory External Auditor shall be remunerated, under the supervision of the Statutory Audit
Board, in accordance with normal fee levels for similar services, benchmarked against the market.
Board of the Shareholders’ General Meeting
The remuneration of the members of the Board of the Shareholders’ General Meeting shall correspond to a
fixed annual amount, based on the Company’s situation and benchmarked against the market.
Persons Discharging Managerial Responsibilities
Under the terms of Paragraph 3 of Article 248-B of the Portuguese Securities Code, in addition to the
members of the Statutory Governing Bodies mentioned above, Persons Discharging Managerial
Responsibilities also includes individuals who have regular access to inside information and are involved in
taking management and business strategy decisions at the Company.
The remuneration policy applicable to other individuals who, under the terms of the law, are considered to be
Persons Discharging Managerial Responsibilities, shall be the same as is adopted for other managers with
the same level of function and responsibility, without awarding of any other additional benefits in addition to
those which result from the respective Management Level.
On behalf of the Shareholders’ Remuneration Committee
Belmiro Mendes de Azevedo
Artur Eduardo Brochado dos Santos Silva
Francisco de la Fuente Sánchez
Appendix to the Statement of the Shareholders’ Remuneration Committee on the
Remuneration Policy of the Statutory Governing Bodies and Persons
Discharging Managerial Responsibilities
SONAE SHARE ATTRIBUTION PLAN
(Medium Term Performance Bonus – MTPB)
Features and Regulation
1. Main features of MTPB
MTPB is one of the components of Sonae’s remuneration policy. This component
distinguishes itself from the remaining since it is restrict and voluntary, and its attribution
is subject to the eligibility criteria hereby described.
MTPB allows the beneficiaries to share with shareholders the value generated through
their involvement in the strategy and management of Sonae’s businesses in the just
measure of the results of their annual assessment of performance.
2. MTPB Scheme
MTPB aligns the interest of executive directors with the organisation’s objectives,
reinforcing their compromise and strengthening their view over the importance of their
performance for Sonae, and expressed in Sonae share market capitalisation.
3. Eligibility
Sonae and Sonae business units’ Executive Directors are eligible for attribution of
MTPB.
Under the terms of the remuneration policy approved by the Board of Directors,
employees to whom, accordingly with that policy, the Plan applies, may also be eligible
for the MTPB.
Eligible Members
Reference value for
medium term bonus plan
(% total objective variable remuneration)
Sonae Executive Directors
at least 50%
Sonae Business Units Executive Directors
at least 50%
Employees
to be defined by each Company's Board of Directors
4. Duration of the MTPB plan
The MTPB plan is established annually, based on the variable remuneration awarded,
and each plan has duration of three years. As from the third consecutive plan it will
occur in each moment the overlapping of three three-year plans.
5. Valuation of the MTPB plan
The share price of the Company on the Portuguese stock exchange is used to establish
the value of MTPB, using as a benchmark the most favourable price, equal to the
closing price on the first work day after the Shareholders’ General Meeting, or the
average price (using for this average the closing price for the 30 days prior to the date
of the General Meeting).
The beneficiaries have the right to acquire a number of shares determined by the
quotient between the attributed variable remuneration value and the share market price
at the attribution date settled under the terms of the previous paragraph, being such
right exercisable three years after the attribution date, which shall be adjusted during
this deferral period to reflect the degree of success in achieving long term KPIs, in order
to ensure the continued alignment with the Company’s long term sustainability
objectives.
In line with the policy for enhancing the alignment of EDs with the Company’s long term
interests, the Shareholders’ Remuneration Commission may, in its absolute discretion,
graduate the discount percentage to be granted to the EDs for the acquisition of
company’s shares, by determining that EDs contribute to the acquisition in an amount
corresponding, at the maximum, to 5% of the share market price at the transfer date.
Employees who have been attributed such right acquire the shares in the conditions
established by the Board of Directors.
If, subsequent to being awarded the right to this kind of remuneration and before
exercising this right, dividends are distributed, changes are made to the nominal value
of shares, the Company’s share capital is changed or any other change is made to the
Company’s capital structure, then the number of shares, which the director has been
awarded, will be adjusted to an equivalent number, taking into account the impact of
these changes.
6. Delivery by the Company
At the moment of the exercise of the share acquisition right under MTPB, the Company
reserves itself the right of delivering, in substitution of the shares, the cash equivalent
amount to the share market value at the date of the exercise of the right.
7. MTPB plan vesting
The acquisition right of the shares attributed under the terms and conditions of the
MTPB plan shall be vested three years after its attribution date.
8. Termination of the MTPB plan
The right to acquire shares attributed under the MTPB expires three years after such
attribution.
Notwithstanding the set forth below in the following paragraphs, the rights relating to the
MTPB plan expires when the beneficiary no longer works with Sonae.
The right to receive payment may however remain in case of permanent disability or
decease, with the due amount being paid to the director or to his/her heirs at the normal
time for payment.
If the beneficiary retires, any rights to awards can be exercised on the due date for
payment.
This policy shall be applicable to all the open share attribution plans whose shares have
not yet been transferred.
Shareholders’ General Meeting
of Sonae - SGPS, SA
4471-909 Maia
Item number 8
PROPOSAL
It is hereby proposed to grant the Board of Directors the power to:
-purchase, own shares, over the next 18 months, and up to the limit of 10% consolidated with the shares
purchased by companies controlled by this company (as defined in article 486 of the Portuguese Companies
Act and of article 21 of the Portuguese Securities Code), permitted under the terms of number 2 of Article 317
of the Portuguese Companies Act:
a) on the regulated market, as well as through over-the-counter transactions in case the seller is a
company directly or indirectly controlled or jointly-controlled by this company, own shares, for a price
per share not lower than the average of the ten share market prices prior to the date of purchase, less
50%, and not higher than the average ten share market prices prior to the date of purchase, plus 10%,
and;
b) through over-the-counter transactions, from Banco BPI, SA, or any subsidiary of the latter, pursuant to
articles 486 of the Portuguese Companies Act and of article 21 of the Portuguese Securities Code,
with any of the following purposes:
b.1) for the fulfilment of the company’s responsibilities to deliver own shares under the terms
and conditions of the 210 500 000 Sonae SGPS, SA convertible bonds issue programme
SONAE SGPS, S.A.
Apartado 1011
4471-909 Maia
Portugal
www.sonae.pt
placed by its wholly-owned subsidiary Sonae Investments BV and disclosed to the market on
June 2014, pursuant to the terms approved at the Shareholders’ Meeting of 30th April 2014;
or,
b.2) to provide the protection of the company’s and shareholders’ interest - without prejudice
to the financial settlement of a partial or total closing of the “Cash Settlement Equity Swap”
executed by the company’s subsidiary Sonae Investments, BV with Banco BPI, SA -, to
purchase the underlying shares alternatively or combined with such financial settlement.
In both previous paragraphs b.1) and b.2) for a price per share not lower and not higher than
the ten share market prices prior to the date of purchase.
- sell, under permitted legal terms, on the regulated market, as well as through over the counter transactions in
case the buyer is a company directly or indirectly controlled or jointly-controlled by this company, over the next
18 months, a minimum of one hundred own shares, for a price per share not lower than the average of the ten
share market prices prior to the date of sale, less 10%.
It is moreover proposed that the Board of Directors is authorised to decide upon the opportunity of such
transactions, which may be by way of sale or attribution of shares to the members of the statutory governing
bodies and employees of the company or of companies controlled or jointly-controlled, in the exact terms of the
attribution policy approved by each of them – always considering market conditions, the company’s and
shareholders’ interest.
4471-909 Maia
Item number 9
PROPOSAL
It is hereby proposed to grant the Board of Directors the powers to:
a) purchase, on the regulated market, as well as through over the counter transactions in case the
seller is a company directly or indirectly controlled or jointly-controlled by this company, over the next 18
months and up to the legal limit of 10% per issue, bonds issued by the company, for an unit price not
lower than the average of the last 10 bond prices prior to the date of purchase, less 50%, and not higher
than the average of the last 10 bond prices prior to the date of purchase, plus 10%;
b) sell, under permitted legal terms, on the regulated market and/or through over the counter
transactions in case the buyer is a company directly or indirectly controlled or jointly-controlled by this
company, over the next 18 months, a minimum of one hundred bonds issued by the company, for an
unit price not lower than the average of the last 10 bond prices prior to the date of sale, less 10%.
SONAE SGPS, S.A.
Apartado 1011
4471-909 Maia
Portugal
www.sonae.pt
The Board of Directors has the power to decide if and when such transactions should be made, having
in consideration the market conditions and the company and shareholders’ interest.
Maia, 30th March of 2015
Lugar do Espido
4471-909 Maia
Item number 10
PROPOSAL
It is hereby proposed that the companies controlled, directly or indirectly, by Sonae, SGPS, SA (as defined in
article 486 of the Portuguese Companies Act and in article 21 of the Portuguese Securities Code) are
authorised to purchase and hold shares issued by Sonae, SGPS, SA, under the terms of number 2 of Article
325-B of the Company Law, over the next 18 months and up to limit consolidated in the dominant company of
10%.
Such shares may be purchased:
a) on the regulated market, as well as through over-the-counter transactions in case the seller is a
company directly or indirectly controlled or jointly-controlled by this company, for a price per share not
lower than the average ten share market prices prior to the date of purchase, less 50%, and not
higher than the average ten share market prices prior to the date of purchase, plus 10%, and;
b) through over-the-counter transactions, from Banco BPI, SA, or any such subsidiary, pursuant to article
486 of the Portuguese Companies Act and article 21 of the Portuguese Securities Code, with any of
the following purposes:
b.1) for the fulfilment of the company’s responsibilities to deliver own shares under the terms
and conditions of the 210 500 000 Sonae SGPS, SA convertible bonds issue programme
placed by its wholly-owned subsidiary Sonae Investments BV and disclosed to the market on
June 2014, pursuant to the terms approved at the Shareholders’ Meeting of 30th April 2014; or,
SONAE SGPS, S.A.
Apartado 1011
4471-909 Maia
Portugal
www.sonae.pt
b.2) to provide the management with the bargaining power, having as aim the protection of
the company’s and shareholders’ interest, of replacing the financial settlement of a partial or
total closing of the “Cash Settlement Equity Swap”, executed by the company’s subsidiary
Sonae Investments, BV with Banco BPI, SA, with the alternative or combined acquisition of
the underlying shares.
In both previous paragraphs b.1) and b.2) for a price per share not lower and not higher than
the ten share market prices prior to the date of purchase.
The acquisition hereby authorised shall be executed by the Board of Directors – and shall take into account
market conditions and the interest of the company and of its shareholders.

efanor investimentos, sgps, sa

Transcription

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