A N N U A L R E P O R T A N D A C C O U N T S - CMVM

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Corporate Governance Report - 2008 Under the terms and for the purposes established in the applicable regulatory and recommendatory provisions, we wish to inform that the remuneration of the Chairman of the General Meeting Board, during the financial year of 2008, was €5,000.00 (five thousand euros), similar to what he has earned since he was elected in 2007. I.4. Indication of the required advance period for share deposit or blocking for participation in the General Meeting. In accordance to what is provided in the Company By-Laws (article 13.º), shareholders have the right to vote if, within five calendar days before the set date for respective General Meeting, they have shares entered in scriptural securities accounts opened with institutions qualified for that purpose, with those shares being certified by means of documents from those institutions which are received in the Company within the same aforementioned established deadline and which identify the holder and the shares in question, as well as inform about respective blockings until the end of that General Meeting. I.5. Indication of the applicable rules for blocking of shares in case of suspension of the General Meeting. Should the General Meeting be suspended, the blocking of shares is not required during the whole period until the session is resumed. It is necessary, however, that the shareholders prove that requirement up to five calendar days before the date set for the new session, through the issue of new certificates by the institutions qualified for that purpose and that those documents are received in the Company within that same deadline. I.6. Number of shares corresponding to one vote. Under the terms and according to the established in article 13 of the By-Laws, each share corresponds to one vote. I.7. Existence of statutory rules for the exercise of the right to vote, including constitutive and deliberative quorums or highlighting systems for economic rights. In accordance with the contents of article 13 of the By-laws, the shareholders who, up to five calendar days before the date chosen for the respective General Meeting, have shares entered in scriptural securities accounts open with institutions qualified for this purpose, have voting rights. However, the entering of those shares must be certified by means of documents from those institutions received by the Company within the same abovementioned period and must identify the owner and the respective shares, as well as provide information on the respective blockings until the closing of that General Meeting. In the case of joint ownership of shares, only one of the joint owners with powers to represent the others may attend General Meetings. Individual Shareholders, with a right to vote, may be represented in the General Meeting by means of a document issued under the terms of the Law. Shareholders who are unfit or the corporate bodies with voting rights shall be represented by people with legal powers to do so. Within this scope, the Company provides a power-of attorney form at its website and registered head office, in compliance with the established in article 23 of the Portuguese Securities Market Code, which can be used by the shareholders that want to be represented at the General Meeting. All the aforementioned representations shall have to be communicated to the Chairman of the General Meeting board by a duly signed letter that has to be received at the company’s registered head office up to five calendar days before the chosen date for respective General Meeting. General Meeting deliberations are made by majority of the issued votes, notwithstanding the legal provisions that, in certain cases, may require qualified majorities or establish other winning standards for the proposals. 112
Corporate Governance Report - 2008 There are no restrictions whatsoever regarding the right to vote, namely limitations to the voting exercise depending on the ownership of a number or percentage of shares, deadlines imposed for exercising the right to vote – with the exception of what shall be described in relation to postal vote – or highlighting systems for economic rights. The General Meeting may deliberate in a valid way, at first summons, whenever there are shareholders present or represented who hold shares corresponding to more than half of the capital stock and, at second summons, whichever the number of present or represented shareholders and their respective percentage of capital stock, safeguarding the exceptions established by mandatory law. We would like to mention, regarding this matter, that this is a tradition deriving from the By-laws approved in 1987, when the company was changed into a joint stock company and it was decided not to change it when remodelling the social contract (memorandum and articles of association) in 2007. In fact, shareholders have always understood the constitutive quorum requirement, in order to enable the General Meeting to deliberate at first summons as a supplementary guarantee of their representation in this governing body, and we should add that such rule never prevented the realization of those shareholders’ meetings at first summons, or that Teixeira Duarte’s General Meeting register high attendance levels, usually higher than 75% of the capital stock. Also in line with this option of not altering the By-Laws is the fact that, since opening its capital to public investment in 1998, TEIXEIRA DUARTE – Sociedade Gestora de Participações Sociais, S.A. (company held by the Teixeira Duarte family) have been allocated more than half the capital stock and the corresponding rights to vote, thus ensuring with its representation the minimum quorum required, so that the General Meeting is held at first summons. There are no measures for preventing the success of eventual public take-over bids, as the By-Laws do not foresee any limitation to the number of votes that can be held or exercised by a single shareholder, individually or jointly with other shareholders. I.8. Existence of statutory rules for the exercise of the right to vote by post. By-Laws foresee that shareholders with the right to vote may do so by post; in addition to fulfilling all the abovementioned conditions and deadlines to prove that capacity, they should send a letter addressed to the Chairman of the General Meeting Board to the company headquarters, within the timeframe determined in the summons, expressing their wish to exercise that right and stating their identification, address and number of shares they own. Their statements shall be verified and compared with the certificate issued by the institution where the shares have been entered, and the latter shall prevail. Such a letter shall include the shareholder’s certified signature or, in the case of natural persons, it shall be accompanied by a legible photocopy of the Identification Card or a document which can replace it. Along with the mentioned letter, shareholders shall include, in closed envelopes, the explanation of their votes regarding each item of the Agenda, in a specified and unequivocal manner, followed by their signatures, which shall be identical to the one included in the mentioned letter. Those envelopes should show the following notice: “Contains explanation of vote on item number (stating the respective number) of the Agenda”. The envelopes with the explanations of the votes issued according to the above mentioned terms shall be opened and taken into consideration by the Chairman of the General Meeting Board at the moment of the voting of the respective item of the Agenda. Votes included in non accepted explanations shall be considered as not issued. Votes by post are considered as negative votes, regarding deliberation proposals submitted after they have been issued. When the shareholder, who has exercised his voting right by post, as well as his representative, attends the General Meeting, the vote expressed in such a way is revoked. 113
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A N N U A L R E P O R T A N D A C C O U N T S - CMVM

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