Sonae - CMVM

Item number 1 

(Translation from the Portuguese original) 

We propose that the Annual Report, the Individual and the Consolidated Annual Accounts for 2010 2010, 

including appendices thereto, are approved as presented. 

Maia, 25 th March 2011 

On behalf of the Board of Directors 

To the Chairman of the Board of the 

Shareholders’ General Meeting of 

Sonae - SGPS, SA 

Lugar do Espido, Via Norte 

4471-909 Maia 

PROPOSAL 

SONAE SGPS, S.A. 

Lugar do Espido Via Norte 

Apartado 1011 

4471-909 Maia 

Portugal 

www.sonae.pt

Item number 2 


Under the terms of the law and the Articles of Association, the Board of Directors proposes to the 

Shareholders’ General Meeting that the 2010 Net Profit, of € 386 432 293, 21 has the following 

appropriation: 

Legal Reserves- Reserves € 19 321 614, 66 

Dividends- € 66 200 000, 00 

Free Reserves- Reserves €300 910 678, 55 

The Board of of Directors further further proposes that a gross gross dividend of 0, 0, 0331 0331 euros euros per share share is paid. 


On behalf of the Board of Directors, 

To the Chairman of the Board of the Shareholders’ 

General Meeting of Sonae - SGPS, SA 


4470 Maia 

PROPOSAL 



Apartado 1011 

4471-909 Maia 

Portugal 

www.sonae.pt 

Sociedade Aberta – Capital Social €2 000 000 000 | C.R.C. da Maia (Matrícula nº 45466) | Pessoa Colectiva nº 500 273 170

EFANOR INVESTIMENTOS-S.G.P.S., S.A. 

Agenda Item 3 


PROPOSAL 

The Chairman of the Board of the 

Shareholders’ General Meeting, 

Sonae - SGPS, S.A., 

Lugar do Espido, Via Norte, 

4471-909 Maia 

We propose a vote by shareholders to express our appreciation for and confidence in the work performed by the 

Board of Directors, Statutory Audit Board and Statutory External Auditor of Sonae - SGPS, SA, during the year 

ended 31 December 2010. 

Porto, 25 th March 2011 



Sede: Avenida da Boavista, 1245 - 7º - 4100-130 PORTO 

Escritório: Av. da Boavista, 1277/81 – 4º - 4100-130 PORTO 

Capital Social 250 000 000,00€ * NIPC 502 778 466 

Registada na C.R.C.Porto sob o nº 2252

Item number 4 


With the entry into force of Law-Decree Decree nr. 49/2010 of 19th May, transposing to the national national legal legal system system the 

Directive nr. nr. 2007/36/CE 2007/36/CE of Parliament and of of the the Counsel of of 11 11 July, July, amendments amendments were introduced to the 

Portuguese Securities Securities Code, Code, which have as purpose purpose to facilitate the exercise of voting rights by shareholders of 

of 

listed companies. 

The new terms of the legal legal framework framework imposes the amendments of articles 21 21 and and 23 23 of the Company’s Articles 

of Association in order to ensure the necessary conformity. 

Additionally, we we hereby hereby propose propose the amendment amendment of nr. 4 4 of article 8 with with the objective of permitting th that th the bonds 

to be be issued issued by by the the Company, which under the terms of of the the current current wording wording of of the the Articles Articles of of Association Association must be 

nominative, may may also also be be issued issued as bearer bonds, in order to include all all the the legal legal permissible permissible alternatives. 

alternatives. 

Hence, we hereby propose pose the following amendments to the Articles of Association: 

a) Amendment of nr. 4 of article 8º, which will henceforth have the following wording: 

“Four – Bonds issued by by the the company company may may be nominal nominal or bearer bonds, bonds, and and may may be issued as book 

entries or certificates, being applicable, mutatis mutandi, number two of the previous article.”. 

b) Amendment of nr. 1 of article 21, which will be re-worded re as follows: 

“One – The participation at the General Meeting follows the applicable legal terms.” 

c) Amendment of nrs. 1, 4 and 5 of article 23, which will be re-worded re as follows: 

“One – Shareholders may may be represented represented at meetings of the Shareholders’ General Meeting Meeti 

under the 

applicable terms of the law and of the respective notice of meeting. 




4471-909 Maia 

PROPOSAL 



Apartado 1011 

4471-909 Maia

Four – Written voting papers shall only be considered valid, if they are received at the company’s 

registered office, by way of registered post with confirmation of receipt, and addressed to the Chairman 

of the Board of the Shareholders’ General Meeting, or by electronic means, at least three business days 

prior to the date of the Shareholders’ General Meeting, without prejudice of the proof of shareholding 

timely rendered under the legal applicable terms. 

Five – Written voting papers, if sent by registered post, must be signed by the shareholders or by their 

legal representatives. Individual shareholders must attach a certified copy of their identification 

document and, in the case of corporate shareholders, the signature must be authenticated confirming 

that the signatory is duly authorised and mandated for that purpose. In case the written voting paper is 

sent by electronic means, it must respect the requirements determined by the Chairman of the Board of 

the Shareholders’ General Meeting in the notice convening the respective General Meeting, in order to 

assure an equivalent level of security and authenticity.” 

d) Elimination of nr. 2 of article 23; 

e) Re-numbering: nrs. 3, 4, 5, 6, 7, 8, 9, 10 and 11 of article 23 which will be respectively re-numbered as 

nrs. 2, 3, 4, 5, 6, 7, 8, 9 and 10 of the same article; 

With the approval of the proposed amendments, these abovementioned articles will have the following wording: 

ARTICLE EIGHT 

One – The company may issue any type of bond, under the terms of the law, and according to the conditions 

established by resolution of the Shareholders or the Board of Directors. 

Two – The company may issue bonds convertible into special categories of shares and bonds with the right to 

subscribe to special categories of shares. 

Three – The Board of Directors may only decide to issue any of the types of bonds mentioned in the previous 

paragraph, if the respective categories of shares already exist. 

Four – Bonds issued by the company may be nominal or bearer bonds, and may be issued as book entries or 

certificates, being applicable, mutatis mutandi, number two of the previous article. 

. 

ARTICLE TWENTY ONE 

One – The participation at the General Meeting follows the applicable legal terms. 

Two – The presence at a Shareholders’ General Meeting of Shareholders holding non-voting preference shares, 

and their presence in the discussion of the points on the agenda for the Shareholders’ General Meeting will 

depend on the authorisation of the Shareholders’ General Meeting. 

ARTICLE TWENTY THREE 

One – Shareholders may be represented at meetings of the Shareholders’ General Meeting under the applicable 

terms of the law and of the respective notice of meeting.

Two – As long as the company is considered to be a “public company”, shareholders are allowed to vote in 

writing. 

Three – Written voting papers shall only be considered valid, if they are received at the company’s registered 

office, by way of registered post with confirmation of receipt, and addressed to the Chairman of the Board of the 

Shareholders’ General Meeting, or by electronic means, at least three business days prior to the date of the 

Shareholders’ General Meeting, without prejudice of the proof of shareholding timely rendered under the legal 

applicable terms. 

Four – Written voting papers, if sent by registered post, must be signed by the shareholders or by their legal 

representatives. Individual shareholders must attach a certified copy of their identification document and, in the 

case of corporate shareholders, the signature must be authenticated confirming that the signatory is duly 

authorised and mandated for that purpose. In case the written voting paper is sent by electronic means, it must 

respect the requirements determined by the Chairman of the Board of the Shareholders’ General Meeting in the 

notice convening the respective General Meeting, in order to assure an equivalent level of security and 

authenticity. 

Five – Voting papers will only be considered valid when they clearly set out in an unambiguous manner: 

a) the agenda item or items to which they refer; 

b) the specific proposal to which they relate, with an indication of the respective proposer or proposers; 

c) the precise and unconditional voting intention on each proposal. 

Six – The written vote will be considered to be revoked if the shareholder, or his representative, is present at the 

General Meeting. 

Seven – It is assumed that shareholders who send their voting papers abstain from voting any proposals that are 

not specifically included in their voting papers, when the respective proposals had been presented before the 

date in which such votes were cast. 

Eight – Written voting papers shall be deemed as votes against any proposals presented after the issuance of 

such written voting papers. 

Nine – The Chairman of the Board of the Shareholders’ General Meeting, or his or her substitute, is responsible 

for verifying that written voting papers comply with all the above requirements and, any that are not accepted, are 

treated as null and void. 

Ten – The company shall assure confidentiality of written voting papers until the moment of the issuing of casting 

of votes in the Shareholders’ General Meeting. 


On behalf of the Board of Directors,


Item number 5 

It is hereby proposed: 






4471-909 Maia 

PROPOSAL 

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 

2011 and ending 2014: 

a) Board of the Shareholders’ General Meeting: 

- Manuel Eugénio Pimentel Cavaleiro Brandão - Chaiman 

- Maria da Conceição Henriques Fernandes Cabaços - Secretary 

b) Board of Directors: 

- Belmiro Mendes de Azevedo 

- Duarte Paulo Teixeira de Azevedo 

- Ângelo Gabriel Ribeirinho dos Santos Paupério 

- Nuno Manuel Moniz Trigoso Jordão 

- Álvaro Carmona e Costa Portela 

- Alvaro Cuervo Garcia 

- Michel Marie Bon 







- Christine Cross 

- José Manuel Neves Adelino 

- Bernd Hubert Joachim Bothe 

c) Statutory Audit Board: 

- Daniel Bessa Fernandes Coelho - Chairman 

- Arlindo Dias Duarte Silva - Effective Member 

- Jorge Manuel Felizes Morgado – Effective Member 

- Óscar José Alçada da Quinta- Substitute 

d) Shareholders’ Remuneration Committee: 

- Belmiro Mendes de Azevedo 

- Artur Eduardo Brochado dos Santos Silva 

- Francisco de La Fuente Sánchez 

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 on 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, 25 th March 2011 


Pelo Conselho de Administração 






BOARD OF THE SHAREHOLDERS GENERAL MEETING 

March 2011

MANUEL EUGÉNIO PIMENTEL CAVALEIRO BRANDÃO 

March 2011

MANUEL Eugénio Pimentel CAVALEIRO BRANDÃO 

Born in Oporto, on the 6 th of June of 1946. 

Academic 

Curriculum 

Professional 

Curriculum 

- 

Degree in law from the University of Coimbra; 

- Attendance of the postgraduate Course in European Studies 

- 

(University of Coimbra). 

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 “FASE – 

ESTUDOS E PROJECTOS, S.A.” (until 2009); 

- Vice-Chairman of the Shareholders’ General Meeting of “BANCO 

BPI, S.A.” (since 2007). 

− Member of the European Economic and Social Committee (since 1990). 

− Arbitration: 

- Chairman of the Portuguese Chapter of the “Club Español del 

Arbitraje”; 

- Vice-Chairman of the Portuguese Delegation of the “Cour 

Européenne d’Arbitrage”; 

- Founding Member of the Portuguese Arbitration Association; 

- Member of the Council of the Arbitration Centre of the 

Portuguese Chamber of Commerce and Industry; 

- Member 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 the Ministry of Labour’s 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). 

− Vice-Chairman (2004 e 2005) and Chairman (2006) of the Council of Bars and Law Societies of 

Europe. 

− Member of several national and international organizations of professional nature (UIA – Union 

Internationale des Avocats; IBA – International Bar Association; Portuguese Arbitration 

Association; Club Español del Arbitraje; etc.). 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

To 

Sonae – SGPS, SA 


Maia 

STATEMENT 

I hereby declare, as required by law, that I do not incur in any of the incompatibilities 

envisaged in number 1 of article 414-A of the Company Law, nor I am involved in any 

circunstance capable of affecting my independence under the terms of number 5 of 

Article 414 of the Company Law. 

I will immediately inform the company of any event that, in the course of the mandate, 

causes incompatibilities or loss of independence under the terms of the legal 

requirements. 

Porto, 25 March de 2011 

Manuel Cavaleiro Brandão

MARIA DA CONCEIÇÃO HENRIQUES FERNANDES CABAÇOS 

March 2011

MARIA DA CONCEIÇÃO Henriques Fernandes CABAÇOS 

Born on the 16 th of August of 1963. 

Academic 

Curriculum 

Professional 

Curriculum 

- 

- 

Degree in Law from the Oporto Portuguese Catholic University; 

Lawyer (admitted to the Bar Association in 1988). 

Senior Associate 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 “FASE – ESTUDOS E 

PROJECTOS, S.A.” (until 2009). 



To 



Maia 

STATEMENT 







requirements. 


Maria da Conceição Cabaços

BOARD OF DIRECTORS 

March 2011

BELMIRO MENDES DE AZEVEDO 

March 2011

Belmiro Mendes de Azevedo 

PERSONAL DATA 

CURRICULUM VITAE 

PLACE OF BIRTH: Marco de Canaveses DATE OF BIRTH: 17-02-1938 

MARRIED CHILDREN: 3 

EDUCATION 

1963 Graduation by the University of Porto – Chemical Engineering 

1965 – 1968 Assistant Professor in Industrial Project and Organic Industrial Chemistry (Faculty of 

Engineering of the University of Porto) 

1973 PMD (Program for Management Development) – Harvard Business School 

1985 Financial Management Program - Stanford University 

1987 Strategic Management - Wharton University 

1995 Global Strategy –University of California (Los Angeles) 

PROFESSIONAL CURRICULUM 

1963 - 1964 Technical Career in Textile and Chemical Industries 

1965 - 1967 Director of Research and Development in Sonae 

1967 - 1983 CEO of Sonae (Sociedade Nacional de Estratificados SARL) 

1983 - 1988 Chairman of Sonae Indústria e Investimentos SARL 

1989 - 1999 Chairman of Sonae Investimentos SGPS SA 

1999 - 2007 Chairman and CEO of Sonae SGPS SA 

Since 2003 Chairman of Sonae Indústria SGPS SA 

Since 2007 Chairman of Sonae SGPS, SA 

Chairman and CEO of Sonae Capital SGPS SA

POSITIONS HELD IN OTHER INSTITUTIONS 

1985 President of APGEI (Portuguese Association of Management and Industrial Engineering) 

Member of the Advisory Board of the Faculty of Economics in Lisbon (Universidade Nova 

de Lisboa) 

1989 Founding member of the ISEE, currently EGP – UPBS (University of Porto Business 

School) 

1990 Member of the Advisory Board of IPATIMUP (Institute of Molecular Pathology and 

Immunology of the University of Porto) 

1995 Member of the WBCSD (World Business Council for Sustainable Development) 

1997 Member of the European Union Hong-Kong Business Cooperation Committee 

1998 – 2009 Member of the INSEAD Portuguese Council 

Since 2000 Member of the International Advisory Board of Allianz AG 

2001 – 2005 Member of the Regional Advisory Board of the London Business School 

2002 – 2009 Member of the Board of COTEC Portugal 

2004 – 2008 Member of the European Roundtable of Industrialists 

2005 Founder of the Forum Manufuture Portugal 

Since 2005 President of the Bureau of the Council of Founders of the Forum Manufuture Portugal 

Member of European Advisory Board of Harvard Business School 

Since 2008 Chairman of the General Council of EGP – University of Porto Business School 

DISTINCTIONS 

- Encomienda de Numero de la Orden del Mérito Civil bestowed by His Majesty the King of Spain 

- Ordem do Cruzeiro do Sul bestowed by His Excellence the President of the Republic of Brazil 

- Grã-Cruz da Ordem do Infante D. Henrique bestowed by His Excellence the President of Portugal 

- Order of The British Empire bestowed by His Majesty The Queen of United Kingdom 

- Honorary Fellow of the London Business School 

- Honoris Causa Degree bestowed by the University of Porto – Engineering Faculty 

- Honoris Causa Degree bestowed by the University of Azores – Management and Economics Department 

OTHER INTERESTS 

Reading, Music, Tennis, Squash, Handball, Football 

Shares Held in Sonae Group Companies 1 

Sonae – SGPS, SA: 

14.901 shares 1 

1.059.650 shares held by Efanor Investimentos – SGPS, SA 

Sonaecom, SGPS, SA: 

75.537 shares 1 

1.000 shares held by Efanor Investimentos – SGPS, SA 

Offices Held in other Companies 

Chairman of the Board of Directors of: 

Sonae Indústria SGPS, SA

SC - SGPS, SA 

SPRED - SGPS, SA 

1 Shares owned directly or owned by direct relatives 

Selfrio – SGPS, SA 

Sonae Turismo, SGPS, SA 

Efanor Investimentos, SGPS, SA 

Águas Furtadas – Sociedade Agrícola, SA 

Alpêssego – Sociedade Agrícola, SA 

Prosa – Produtos e Serviços Agrícolas, SA 

Casa Agrícola de Ambrães, SA 

Praça Foz – Soc. Imobiliária, SA 

Setimanale, SGPS, SA 

Chairman and CEO of Sonae Capital, SGPS, SA 

Sole Director of BA – Business Angels, SGPS, SA

ÁLVARO CARMONA E COSTA PORTELA 

March 2011

Curriculum Vitae 

Àlvaro Carmona e Costa Portela 

Born: July 4th, 1951 Nationality: Portuguese 

Married, 3 sons Residence: Porto, Portugal 

ACADEMIC TRAINING 

Graduate in Mechanical Engineering (FEUP - 1974) 

MBA, Master of Business Administration (Universidade Nova de Lisboa - 1983) 

AMP / ISMP (Harvard Business School – 1997) 

ACADEMIC ACTIVITIES 

1974/77 Faculdade de Engenharia da Universidade do Porto 

- Lecturer at Department of Mechanics 

PROFESSIONAL ACTIVITIES 

1972/79 Laboratórios BIAL, Porto, Portugal (Pharmaceutical Industry) 

- Director (72/76) and President and CEO (76/79) 

1979 COPAM - Companhia Portuguesa de Amidos, SA, Lisboa, Portugal (Maize derivatives 

industry) 

- Executive Director of Finance, Planning and Exports (1979/85) 

- Non-Executive Director (2010) 

1979 CASA AGRICOLA HMR SA (ex-CADE), Vidigueira, Portugal 

- Non-Executive Director 

1985 SONAE GROUP, Maia, Portugal: 

1985/91 SONAE DISTRIBUIÇÃO (Retail) 

-Deputy Managing Director (85/86) and Managing Director (86) of MODIS– 

Distribuição Centralizada SA (Logistics and Retail Procurement); 

- Managing Director (86/88), CEO (88/90) and Chairman (89/91) of Sonae 

Distribuição SGPS and all of its affiliates; 

1990/2010 SONAE SIERRA (Shopping Centres) 

- Executive President and CEO of Sonae Sierra SGPS and all its affiliates; 

1992 SONAE SGPS 

- Member of the Council of Presidents (92/96) and of the Coordination Board 

(97/98) of the Sonae Group; 

- Executive Director and Vice-President (99/ 2010) 

- Non-Executive Director (2010 ) 

2010 SONAERP (Retail Properties) 

- Non-Executive Director 

2010 MAF Properties, Dubai, UAE 

- Non-Executive Chairman 

2010 ECE European Prime Shopping Centre Fund, Hamburg, Germany 

- Investment Committee Member 

2011 PanEuropean Property Limited Partnership, London, UK 

- Investment Advisory Committee Member

Other Professional activities: 

Other 

EPRA- European Public Real Estate Association, Amsterdam, Netherlands 

1999/2002: Co-founder and Board Member 

ICSC – International Council of Shopping Centres, New York City, USA 

1996/2001: ICSC-Europe Awards Jury Member 

2005/2008: Trustee and International Advisory Board member 

European Shopping Centre Trust, London, UK 

2004/2009 Trustee 

Eurohypo, Frankfurt, Germany 

2004/2009: International Advisory Board member 

Faculdade de Economia, Oporto University, Portugal 

2010: Chairman of the Council of Representatives 

ULI – Urban Land Institute, Washington DC, USA 

2010/2013: Trustee 

Fellow of the Royal Institute of Chartered Surveyors (FRICS), London, UK 


Sonae – SGPS, SA – 125.934 shares 

Sonaecom, SGPS, SA – 5.000 shares 


Chairman of MAF Properties, Dubai, EUA 

Non-Executive Director of: 

- Casa Agrícola HMR, SA 

- SOVICAR – Investimentos Agro-Turísticos, SA 

- COPAM – Companhia Portuguesa de Amidos, SA 

- Director of Portela & Portela, Lda. 

- Chairman of the Board of Representatives of Economics Faculty of the University of Oporto 

- Member of Investment Committee of ECE European Prime Shopping Centre Fund, Hamburgo, 

Germany 

- Member of Investment Advisory Committee of PanEuropean Property Limited Partnership, 

London, RU 

- Trustee of ULI– Urban Land Institute, Washington DC, EUA 

1 Shares owned directly or owned by direct relatives

ÁLVARO CUERVO GARCIA 

March 2011

Álvaro Cuervo Garcia 


PERSONAL DATA 

PLACE OF BIRTH: Asturias, Spain DATE OF BIRTH: 30-05-1942 

MARRIED CHILDREN: 4 

CURRICULUM ACADÉMICO 

1971 PhD in Economics - Madrid University 

1973 M.S. in Statistics - Madrid University 

1975 M.S. in Industrial Psychology - Madrid University 


1975 Professor of Business Economics at Madrid Complutense University 

1997-2006 Member of the Academic Council of the Real Colegio Complutense of Harvard 

University 

Desde 1997 Member of the Board of Directors of ACS, SA 

Desde 1997 Member of the Privatization Advisory Committee of the Spanish Goverment 

Desde 2004 Member of the Board of Directors of Sonae Indústria, SGPS, SA 

2004 Editor in Chief of Universia Business Review 

2006 Member of the Board of Directors of Bolsas y Mercados Españoles 

2007 Associate Editor of Globalization, Competitiveness and Governability 

Member of the scientific and advisory committee of several journals 

Author of several books and numerous articles published in Spanish and 

foreign journals 

2008 Dean of the Financial Studies School (CUNEF) at Madrid University 


None 


Member of the Board of Directors of: 

Sonae Indústria, SGPS, SA 

ACS, SA 

Bolsas e Mercados Espanhóis 

Editor in Chief of Universia Business Review

ÂNGELO GABRIEL RIBEIRINHO DOS SANTOS PAUPÉRIO 

March 2011


PERSONAL DATA 

NAME : ÂNGELO GABRIEL RIBEIRINHO DOS SANTOS PAUPÉRIO 

BIRTH : 14/09/59 

ACADEMIC LEVEL: MBA (1987 - 1988) IN ISEE - INSTITUTO SUPERIOR DE ESTUDOS EMPRESARIAIS 

(BUSINESS SCHOOL OF OPORTO UNIVERSITY); DEGREE IN CIVIL ENGINEERING (OPORTO UNIVERSITY 

- 1982) 

PROFESSIONAL EXPERIENCE 

2007/… Executive Vice-President of Sonae - SGPS, SA, Board Director of Sonae 

Investimentos, SGPS, SA, MDS, SGPS, SA and Sonae, Sierra, SGPS, SA, Vice 

president of Sonae MC – Modelo Continente SGPS, SA, Sonae – Specialized Retail, 

SA and Sonaerp – Retailed Properties , SA. 

2000/2007 Executive Vice President and CFO of Sonae - SGPS, SA, Board Member of Modelo 

Continente, SGPS, SA, Sonae Sierra, SGPS, SA, CEO of Sonae Capital, SGPS, SA, 

Chairman of Finance Committee of Sonae Group. 

1996/2000 CFO of Sonae Distribuição, Board Member of Modelo Continente, SGPS, SA, Sonae 

Participações Financeiras, SGPS, SA, Sonae Retalho Especializado, SGPS, SA and 

companies held by the former. 

1994/1996 Board Member of several Sonae Distribuição owned companies. 

1991/1993 Manager of Planning and Control Dept. of Sonae Investimentos 

1989/1991 Responsible for Television Project of Sonae Group. 

1984/1989 Senior officer at EDP - Electricidade de Portugal. 

1982/1984 Structure Projects Engineer at Tecnopor. 

OTHER ACTIVITIES 

∗ Invited Professor of Business Policy in the Business School of Oporto University. 

∗ Board Member of APGEI – Portuguese Association of Management and Industrial Engineering 

since 1989. 



Sonaecom, SGPS, SA – 225.000 shares 


CEO of Sonaecom, SGPS, SA 


Público - Comunicação Social, SA 

Sonae Telecom, SGPS, SA 

OPTIMUS - Comunicações, SA 

Sonaecom - Sistemas de Informação, SA 

WeDo Consulting - Sistemas de Informação, SA 

Vice-Chairman of the Board of Directors of: 

Sonaerp - Retail Properties, SA 

Sonae - Specialized Retail, SGPS, SA 

Sonae MC - Modelo Continente, SGPS, SA


Sonae Investimentos, SGPS, SA 

Sonaecom, BV 

Sonae Investments, BV 

Sontel, BV 

Lapidar, SGPS, SA 

MDS, SGPS, SA 

Love Letters - Galeria de Arte, SA 

Sonae Center Serviços II, SA 

Non-Executive Director of: 

Cooper Gay (Holdings) Limited 

Sonae Sierra, SGPS, SA 

Sole Director: 

Enxomil - Sociedade Imobiliária, SA 

Enxomil - SGPS, SA 

Chairman of the Shareholders’ General Meeting APGEI (Associação Portuguesa de Gestão e 

Engenharia Industrial) 


DUARTE PAULO TEIXEIRA DE AZEVEDO 

March 2011

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 Industria 

� Project Manager – Organizational Development 

� Commercial Director of Portugal – New Business 

1993-1996 Sonae Investimentos 

� Director of Strategic Planning and Control 

� Project Leader – Group restructutring 

1996-1998 Modelo Continente Hipermercados 

� Executive Board Director of Merchandising, IT and Marketing 

1998-2000 Optimus (3 rd Mobile Operator) 

� CEO 

1998 – April 2007 Sonae 

� 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 

Since May 2007 Sonae 

� CEO

Since May 2007 Sonae Indústria. 

� Board Director 

Since May 2007 Sonae Distribuição 

� Chairman 

Since May 2007 Sonae Sierra 

� Chairman 

Since May 2007 Sonaecom 

� Chairman 

Since February 2008 MDS, SGPS 

� Chairman 

Since July 2009 Sonaegest, Sociedade Gestora de Fundos de Investimentos 

� Chairman 

Since April 2010 Sonae MC – Modelo Continente, SGPS 

� Chairman 

Since April 2010 Sonae – Specialized Retail , SGPS 

� Chairman 

Since April 2010 Sonaerp – Retail Properties 

� Chairman 

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 

2008 Proteus Programme – London Business School 

OTHER ACTIVITIES 

Since 1988 Member of APGEI – Business/University Association of Engineering and 

Management 

2001 – 2008 Member of the Supervisory Board of EGP – UPBS 

2001 - 2002 President of Apritel – Association of Telecommunication Operators 

2003 Co-author of the book “Reformar Portugal” 

Since 2004 Member of Supervisory Board of IPCG – Instituto Português de Corporate 

Governance 

2004 - 2009 Member of the Advisory Board “Compromisso Portugal”, an independent 

movement to enforce political reform 

Since 2008 Member of ERT – European Round Table of Industrialists 

2008 - 2009 Member of Supervisory Board of AEP – Associação Empresarial de 

Portugal 

Since 2009 Member of Board of Trustees of AEP – Associação Empresarial de 

Portugal 

Since 2009 President of Board of Trustees of Oporto University 

Since 2006 Member of Board of Founders of Fundação Casa da Música

INTEREST AND LEISURE 

Reading, Travelling, Music and Sports 


Sonae – SGPS, SA: 

3.293 shares 1 

1.485.000 shares held by Migracom, SGPS, SA 

Sonaecom, SGPS, SA: 

9.256.357 shares 1 

387.342 shares held by Migracom, SGPS, SA 



Migracom, SGPS, SA 


Sonaecom, SGPS, SA 

Sonae Sierra, SGPS, SA 

Sonaegest - Sociedade Gestora de Fundos de Investimento, SA 

MDS, SGPS, SA 

Sonae MC-Modelo Continente, SGPS, SA 

Sonaerp - Retail Properties, SA (Presidente do Conselho de Administração) 

Sonae-Specialized Retail, SGPS, SA (Presidente do Conselho de Administração) 


Sonae Indústria, SGPS, SA 

Efanor Investimentos, SGPS, SA 

Imparfin, SGPS, SA 

Member of APGEI – Associação Portuguesa de Gestão e Engenharia Industrial 

Member of the Board of Curators of AEP – Portuguese Entrepreneurship Association 

Member of the Board of Curators of Universidade do Porto 

Member of the European Round Table of Industrialists (ERT) 

Member of the Founding Members Board of Casa da Música 


JOSÉ MANUEL NEVES ADELINO 

March 2011

JOSÉ MANUEL NEVES ADELINO 


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-Present Professor, Faculty of Economics, New University of Lisbon 

1986-1989 Visiting Professor, Portuguese Catholic University 

1987-1989 Visiting Professor, Bentley College 

1988 Visiting Professor, ISEE 

1981-1986 Member of the Directive Council, Faculty of Economics, New University of Lisbon 

1990-1996 Dean, MBA Program and Executive Program, Faculty of Economics, New University 

of Lisbon 

1999-2002 Dean, Faculty of Economics, New University of Lisbon 

1992-1994 Member of the Board of Directors, BPA 

1994-2002 Member of the Management Board of the Deposit Guarantee Fund 

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 

2003-2010 Member of the Investment Committee of Fundo Caravela 

2003-2006 Strategy Advisory Board of PT 

2003-2007 Member of the Remuneration Committee of Sonae SGPS, SA 


Does not hold any shares in companies of the Sonae Group 


Member of the Statutory Audit Board at Banco BPI 

Member of Investment Committee of Portugal VC Initiative (EIF) 

Member of the Board of Directors of Cimpor 

Academic Offices held: 

Full time Professor of Finance, Faculdade de Economia, Universidade Nova de Lisboa 

Visiting Professor, Bentley College

MICHEL MARIE BON 

March 2011

Michel Marie Bon 


PERSONAL DATA 

Date of Birth: 

5 July 1943 

EDUCATION 

1966 University Degree in Business Administration - ESSEC 

1971 Graduation from the École Nationale d’Administration 

1986 Stanford Executive Program – Stanford University 


1971-1975 Tax Inspector at the French Ministry of Finance and Budget 

1975-1985 Chief Credit Officer, and later Deputy CEO of Caisse Nationale de Crédit Agricole 

(Bank) 

1985-1992 Deputy CEO, later CEO and Chairman of the Board of Directors of Carrefour (Retail) 

1993-1995 Chairman of the Agence Nationale Pour l’Emploi (French State agency for 

employment) 

1995-2002 Chairman and CEO of France Telecom 

1998-2002 Co-chairman of the French American Business Council 

2003-2005 Chairman of Institut Pasteur 

Since 1984 Director of Institut Pierre Mendès France 

Since 1988 Director of the French American Foundation 

Since 1994 Founder and Director of Transparency International (France) 

Since 1998 Chairman of the Supervisory Board of Les Editions du Cerf 

Since 2006 Chairman of the Supervisory Board of Devoteam 

Since 2006 Senior Advisor to Roland Berger 

Since 2008 Chairman of Fondation Nationale pour l’Enseignement de la Gestion des Entreprises 

(FNEGE) 



Offices Held in other Companies


Compagnie Européenne de Téléphonie 

Lafarge (cements) 

Sonepar (electrical supply retail) 

Myriad (high technologies) 

Chairman of the Supervisory Board of Editions du Cerf (book publisher) 

Chairman of the Supervisory Board of Devoteam (information technologies) 

Senior Advisory to Vermeer (investment fund) 

Senior Advisory to Roland Berger (strategy consulting) 


NUNO MANUEL MONIZ TRIGOSO JORDÃO 

March 2011

Nuno Manuel Moniz Trigoso Jordão 


PERSONAL DATA 

DATE OF BIRTH: 27 de April de 1956 

MARRIED 

EDUCATION 

1978 Graduate in Economics ISCTE (University of Lisbon) 

CURRICULUM PROFISSIONAL 

1980-1986 Pingo Doce Supermercados – Career in Store Operatins 

1986-1987 Hipermercado Continente, SA – Hypermarket Manager 

1988-1989 Hipermercado Continente, SA – General Manager 

Desde 1990 Executive Board Member of Sonae Distribuição - SGPS, SA (currently Sonae 

Investimentos - SGPS, SA) 

1991-2010 CEO of Sonae Distribuição - SGPS, SA (currently Sonae Investimentos – SGPS, SA) 

Since 1999 Executive Director of Sonae - SGPS, SA 




Member of the Board of Directors: 


Modelo - Distribuição de Materiais de Construção, SA 

Sonaerp - Retail Properties, SA 

Sonaecom, SGPS, SA

BERND HUBERT JOACHIM BOTHE 

March 2011

BERND HUBERT JOACHIM BOTHE 

GENERAL 

Home Address: Burgmüllerstrasse 50 

D-40235 DÜSSELDORF 

GERMANY 

Home : 0049 211 665957 

Mobile: 00 49 171 710 8423 

Home Email bernd.bothe@t-online.de 

Age & DoB: 66 years old (1944.05.20) 

Nationality: German 

EDUCATION 

1966 – 1968 Business Administration 

College for Trade and Industry, Cologne, Germany 

1968 Diplom – Betriebswirt with honour’s degree 

SUPERVISORY AND ADVISORY BOARDS 

2002 – present Member Industrial Advisory Board Industrial Kapital AB, Stockholm 

A Swedish private equity company 

2003 – present Member Supervisory Board Spar Österreichische Warenhandels-AG,Salzburg 

A dominant supermarket chain in Austria, also owning shoppingcenters 

2005 – present Member Supervisory Board H & E Reinert Group, Versmold 

A German food company 

OVERVIEW OF PROFESSIONAL EXPERIENCE 

1963 – 1966 BANK FÜR GEMEINWIRTSCHAFT AG, GERMANY 

1963 – 1965 Apprenticeship period, Cologne 

1965 – 1966 Commercial Bank Clerk, Cologne 

1968 – 1970 PINTSCH BAMAG AG (THYSSEN-BORNEMISZA-GROUP), GERMANY 

Deputy Manager 

Staff member Corporate Planning 

1970 – 1973 MDS – DEUTSCHLAND GMBH, GERMANY 

American multinational company in IT 

1970 Assistant Controller u. Deputy Manager Finance, Accounting and Administration, 

Cologne 

1971 – 1973 Controller and Treasurer, Cologne

1973 – 1988 KIENBAUM CONSULTING GROUP, GERMANY 

1973 – 1974 Controller and Senior Executive Manager 

1974 – 1975 Deputy Member of the Management Board, Düsseldorf 

1975 – 1979 Member of the Management Board – Head of the Division Personnel Consulting, 

Düsseldorf 

1979 – 1980 Member of the Management Board – Division Management Consulting, Düsseldorf 

1980 – 1983 Deputy Chairman of the Management Board 

Managing Partner 

1983 – 1988 Chairman of the Management Board 

Deputy Chairman of the Management Board of the Central 

Management Board (Holding) 

1988 – 1992 KAUFHOF HOLDING AG, GERMANY 

1988 – 1989 Member of the Executive Board of Directors, Cologne 

1989 – 1992 Deputy Member of the Executive Board of Directors, Cologne 

1992 Member of the Executive Board of Directors, Cologne 

In charge of the Mail Order Division, as well as in a matrix, 

responsible for IT, Logistics, HR 

1992 – 2002 METRO AG, GERMANY 

1992 – 1993 Member of the Management Board, Metro International Management 

AG, Baar, Switzerland 

In charge of Operations 

1993 – 1997 President of the Management Board, Metro International Management 

AG, Baar, Switzerland 

1997 – 1998 Chairman of the Executive Board of Directors and Chief Executive Officer, Metro 

International 

Management AG, Germany 

1998 – 2002 Chairman of the Executive Board of Directors 

Chief Executive Officer 

Chief Operating Officer Central Europe 

Metro Cash & Carry GmbH 

In charge of the Cash & Carry Division as well as in a matrix 

Marketing, Corporate Planning, Merchandising, Operations, 

Public Relations, Construction & Fixtures/Fittings, Internal Audit 

2002 – 2008 DROEGE & COMP. GMBH, GERMANY 

International Consultants 

Managing Director, Düsseldorf 

Head of Competence Center Consumer Goods – Retail, Düsseldorf 

Head of Competence Center Eastern Europe, Düsseldorf 

Projects have been carried out for companies in: 

a) FMCG such as Krups, Nestlé, Reemtsma, Müller, Madaus, Adidas, 

Tchibo, Moulinex and others 

b) Retail companies such as Rewe, Fielmann, Wal-Mart, Tesco, 

Safeway, Obi, Lekkerland, Karstadt, Schlecker, Baumaxi and others 

c) Clothing and textiles such as Adidas, Boss, Betty Barclay, Karstadt 

Falke, Vögele, Jean Pascale and others 

Since 2009 HORN & COMP. GMBH, GERMANY 

Partner, Düsseldorf 

Head of Competence Center Consumer Goods & Retail




Horn & Company GmbH, GERMANY 

Partner, Düsseldorf 

Head of Competence Center, Consumer Good & Retail 

Senior Advisory IK Investment Partners (former Industri Kapital) Stockolm Scheweden (A Swedish 

private equity 

company) Global advisor for the retail industry 

Member of the Supervisory Board Spar Österreichische Warenhandelsgesellschaft AG, Salzburg AU (A 

dominant supermarket chain in Austria, also owning shopping centers 

Vice Chairman of the Supervisory Board H & E Reinert Group, Versmold (A Germany food company) 

Member of the Supervisory Board of Basler Fashion Holding GmbH, Goldbach D (A German based 

fashion and retail company) 

Member of the Supervisory Board of Tomra Systems ASA, Asker Norway (Norwegian based market 

leader in the recycling industry)

CHRISTINE CROSS 

March 2011

CHRISTINE CROSS 


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 

Lecturer in Food and Nutrition (1975-1978) 

BATH SPA UNIVERSITY COLLEGE 

Principal Lecturer and Director of BSc (Hons) Programme (1985-1989) 

• Gained the validation for the BSc (Hons) programme 

• Moved the course from 7 th to 2 nd in the recruitment league 

Senior Lecturer (1979-1985) 

TESCO PLC 1989 – 2003 

Head of Consumer Services (1989-1990) 

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 

Divisional Director, Technical Services (1990-1994) 

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 

Trading Director (1994-1997) 

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 (1998–2002) 

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 (April, 2002 – June, 2003) 

Reporting to the Deputy Chairman/International Director, responsible for European business 

expansion (and other designated areas) for the group: 

• Market assessments-Russia, Turkey, Greece, Denmark, Romania, Bulgaria, Croatia, India 

• Designation of the appropriate entry vehicle – acquisition, JV, organic growth 

• Business plan, including partner development as appropriate 

• Valuation, transaction structures and due diligence working with investment banks and legal 

advisers 

• Deal closure – successful acquisition of Hit, Poland and Kipa, Turkey 

• Business integration to achieve 15% year 3 CROI 

OTHER POSITIONS HELD 

• Visiting Professor, University of Ulster, Consumer Studies, 1997 – 2003 

• George Wimpey, plc, NED, December, 2002 – December 2005 

• Fairmont Hotels Inc, Canada, NED, February, 2005-June, 2006 

• Retail Advisor PwC Transaction Services, 2006 - 2007




• Non Executive Director (Nominations and Remunerations Committee Member) of Sobeys 

Inc, Canada 

• Non Executive Director (Audit, Nominations and Remunerations Committee member) Next 

plc 

• Retail Advisor Apax Private Equity 

• Retail Advisor Warburg Pincus Private Equity 

• Chief Retail Advisor, PwC 

• CHRISTINE CROSS LTD - Independent advisor in retail management

FISCAL BOARD 

March 2011

DANIEL BESSA FERNANDES COELHO 

March 2011

Daniel Bessa Fernandes Coelho 


PERSONAL DATA 

DATE OF BIRTH: 6 May 1948 

MARRIED 

EDUCATION 

1970 Degree in Economics – University of Oporto 

1986 Phd in Economics – Lisbon Technical University 


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 

1983-2010 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 

1997-2000 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 

2000-2010 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 

2003-2010 Member of the Board of Directors of Bial Foundation 

2005-2010 Chairman of the Studies Office of OTOC – Association of Official Account Auditors 

(former CTOC – Chamber of Official Account Auditors) 

2007-2010 Member of the Board of Directors of the Agency for Investment and External 

Commerce of Portugal - AICEP, E.P.E. 

2007-2010 Member of the Advisory Board of Microprocessador, SA 

2008-2010 Member of the Investment Committee Member of PVCI – Portuguese Venture 

Capital Initiative, entity created by FEI – European Investment Fund


Does not hold any shares in companies of the Sonae Group. 


Executive Director of Finibanco Holding, SGPS, SA 

Non-Executive Director of Efacec Capital, SGPS, SA 

Chairman of Statutory Audit Board of Galp Energia, SGPS, SA 

Chairman of Statutory Audit Board of BIAL – Portela e Companhia, SA 

Chairman of the Shareholders’ General Meeting of Nanium, SA

To 



Maia 

STATEMENT 







requirements. 


Daniel Bessa Fernandes Coelho

ARLINDO DIAS DUARTE SILVA 

March 2011

Arlindo Dias Duarte Silva 


PERSONAL DATA 

DATE OF BIRTH: 27 October 1936 

MARRIED 

EDUCATION 

1963 Graduate in Economics – University of Oporto 


1960-1963 Teacher at the Commerce and Industry School 

1968-1971 Mandatory Military Service including in Angola (interruption of banking career) 

1976-1979 Restarted banking career – Assistant Manager of BPA Bank since 1976 

1979 External Auditor certified by the Portuguese Association of Auditors, carrying 

out this work both as a partner of the Statutory Auditors Company, or freelance 

Desde 1979 Statutory External Auditor, member of the Audit Board and Sole Auditor in 

several companies such as Banco Universo, União Portuguesa de Bancos, 

Orbitur – Intercâmbio de Turismo, ATPS – SGPS, SA, MDS – Corretor de 

Seguros, SA, Imoareia – Sociedade Imobiliária, SA, and Contacto – SGPS, SA. 

1989-1992 Member of the General Council of the Portuguese Association of Auditors 

1992-1995 Member of the Managing Board of the Portuguese Association of Auditors 

1995-1997 Vice-President of the Managing Board of the Portuguese Association of 

Auditors 




Member of the Statutory Audit Board at: 

Sonaecom – SGPS, SA 

Sonae Investimentos – SGPS, SA 

Rochinvest – Investimentos Imobiliários e Turísticos, SA 

ALADI - Associação Lavrense de Apoio ao Diminuído Intelectual 

Centro Social e Paroquial Padre Ângelo Ferreira Pinto 

Associação de Apoio Social de Perafita 

Associação Cultural do Senhor do Padrão 

Liga dos Amigos do Hospital Pedro Hispano 

External Auditor at DMJB – Consultadoria de Gestão, SA

To 



Maia 

STATEMENT 







requirements. 


Arlindo Dias Duarte Silva

JORGE MANUEL FELIZES MORGADO 

March 2011

Jorge Manuel Felizes Morgado 


PERSONAL DATA 

DATE OF BIRTH: 6 June 1955 

MARRIED 

EDUCATION 

Graduate in Management – ISEG – Universidade Técnica de Lisboa 

MBA in Finance – IEDE Madrid 

MBA in Management and Information Systems – Management and Economics Faculty 

– Universidade Católica 

Certified External Auditor no. 775 

PROFISSIONAL ACTIVITIES 

1980-1989 Assistant and Audit Manager at Coopers & Lybrand 

1989-1991 Responsible for the Internal Audit and Management Control at Coelima Group 

1991-2004 Partner at Deloitte – member of the Statutory Audit Board and External Auditor of 

several companies; responsible for consultancy in the northern Portuguese region 

and for corporate finance in Portugal, since 2001 

Desde 2004 External Auditor of several national and international companies, and partner of 

Horwarth Parsus – Consultoria e Gestão, Lda 

MBA Teacher at the European University 

Consultant to several companies such as Bolsa de Valores, Grupo Somelos, Hedva 

(Czech Republic), BAI (Angola), Vaz Pinheiro Group, Siemens, Corticeira Amorim 




Member of the Statutory Audit Board: 

Sonae Sierra - SGPS, SA 

Sonae Indústria - SGPS, SA 

Sonae Capital - SGPS, SA 

External Auditor at: 

Vadeca – SGPS, SA 

Vadeca Equipamentos, SA 

Vadeca Imobiliária, SA 

Vadeca Org. e Gestão, SA 

Vadeca Serviços - Limpeza Industrial, SA 

Vadeca Jardins, SA 

Vadeca Ambiente - Preservação e Controlo, SA

Vadeca Quimica - Higiene Profissional, SA 

Vadeca Manutenção - Serviços Integrados, SA 

GRIN - Gestão de Resíduos Urb. e Ind., SA 

Sucitesa Portugal, SA 

E3C - Comunicação e Eventos, SA 

Timeloft, SA 

ValorInveste - Soc. Invest. Imob., SA 

Jofabo - Construção e Imobiliária, SA 

Polibrás - Polimentos e Abrasivos, SA 

Know it - Soluções Formação Tecnologia, SA 

J. Medeiros, SGPS, SA 

Hidroeléctrica S. Nicolau, SA 

Hidroeléctrica S. Pedro, SA 

JIZ - Arquitectura de Interiores e Pub., SA 

Cortwoo - Marketing, SA 

Mindegames - Soc. Comunicação, Produções Audiovisuais Futebol, SA 

SkyWorld, SA 

Blue Share, SA 

VNG - Gestão, Consultoria e Gestão, SA 

PM.IQS - Projecto, Gestão e Supervisão, SA 

Imoguedes - Imobiliária e Engenharia, SA 

Praianorte - Hotelaria e Turismo, SA 

Companhia das Pastas - Empreendimentos e Invest. Hoteleiros, SA 

PREC - projectos de Engenharia e Construções, SA 

AD Venture S.G.P.S., SA 

Delvepe – Projectos e Construção, SA 

ERPA II – Emp., Recup., Pat., Arquitet., SA 

House Demand, SA 

IberiaPremium, Oil & Gas, SA 

Listradema – Gestão de Parques Empresariais, SA 

Luso-Insular, Projectos e Invest., SA 

PMVA – Imobiliária, SA 

Silvil, SGPS, SA 

Silvil, SA 

Write UP, SA 

Strong Management, SA 

Fundação Universidade do Porto

To 



Maia 

STATEMENT 







requirements. 


Jorge Manuel Felizes Morgado

ÓSCAR JOSÉ ALÇADA DA QUINTA 

March 2011

Óscar José Alçada da Quinta 

Rua Pêro Escobar, 225 

4450 – 771 Leça da Palmeira 

Telef. 917267497 

Education 

- Graduation in Economics ( 1977 - 1982), by Faculdade de Economia do Porto. 

- Frequency of several training courses promoted by Ordem dos Revisores Oficiais de Contas, 

Coopers & Lybrand (1985; Audit), I.M.C./B.D.P. (1994; Derivatives), F.E.P./Futop (1997; 

International Financial Management) 

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 with number 731 at the Statutory Auditors Institute, developping his 

Professional activity exclusively as a Statutory Auditor. Until 1992 is an associate of Óscar Quinta, 

Canedo da Mota & Pires Fernandes, SROC (inc. nº 110) and since that date as a partner. 

External Auditor in the following companies: 

IBEROTEL - HOTELARIA E TURISMO, S.A. (DESDE 1993) 

INDASA - INDÚSTRIA DE ABRASIVOS, S.A. (DESDE 1993) 

VALENTE MARQUES - COMERCIAL, S.A. (DESDE 1993) 

SPINVESTE – PROMOÇÃO IMOBILIÁRIA, S.A. (DESDE 1994) 

TÊXTIL DO MARCO, S.A. (DESDE 2007) 

Member of the Statutory Audit Bard 

BA GLASS I – Serviços de Gestão e Investimentos, SA. 

SONAECOM - SGPS, S.A. 

SONAE INVESTIMENTOS, SGPS, SA 

LISGRÁFICA – Impressão e Artes Gráficas, S.A. 



Item number 6 


Under the terms of sub-paragraph paragraph b) of paragraph 2 of article 420 of the Portuguese Company Law, the 

Statutory Audit Audit Board has the competence competence of of proposing proposing to to the Shareholders’ Shareholders’ General General Meeting Meeting the 

the 

election of the Statutory External Auditor of the Company. 

To prepare this proposal, oposal, the Statutory Audit Board has supervised, during the 2010 financial year year, a 

broad selection process, process, to to which which were were invited invited to to attend several national national and and international international renowned 

renowned 

audit companies. 

The he elegibility conditions were previously identified, which integrated the expertise and competence 

background of the candidates candidates in the areas areas of activity where Sonae Sonae intervenes, the competence, 

sufficiency and availability lability of the the work team proposed, proposed, the adopted adopted methodology, as well as as the overall 

overall 

costs to be born by the Company. 

Considered all the the factors at at stake in in the mentioned mentioned selection, it it process process was was resolved resolved by the Statutory 

Statutory 

Audit Board Board to to propose to the Shareholders’ General General Meeting Meeting the reelection for for the new new mandate of of the 

current Statutory External al Auditor, being being our our conviction conviction that that its its permanence permanence in in the the exercise exercise of of such 

functions, does not eliminate eliminate or or hinders hinders the idoneity idoneity and the independency in which which such postion has 

been insofar exercised. 





4471-909 Maia 

PROPOSAL 



Apartado 1011 

4471-909 Maia

Hence it is hereby proposed to elect as Statutory External Auditor of the Company for the four-year 

mandate starting in 2011 and ending in 2014: 

- Deloitte & Associados, SROC, represented by Luís Augusto Gonçalves Magalhães or by Jorge 

Manuel Araújo de Beja Neves. 

The information required by sub-paragraph (d) of paragraph 1 of Article 289 of Portuguese Companies 

Law, is hereto attached. 

Maia, 14th March 2011 

The Statutory Audit Board,


Item number 7 





4471-909 Maia 

PROPOSAL 

It is hereby proposed that the remuneration policy of the members of the Shareholders’ Remuneration 

Committee adopted for the mandate 2011-2014 consists in the attribution of the annual fixed value of 5 

000.00 euro (five thousand euro) to each of the respective members which do not hold positions in any 

of the statutory governing bodies of the Company or of its controlled companies, further being proposed 

not to attribute any remuneration to the members who do not fulfil such condition. 








Shareholders’ Remuneration Committee of Sonae, SGPS, S.A. 

Agenda Item 8 


PROPOSAL 

The Chairman of the Board of the 


Sonae - SGPS, S.A. 


4471-909 Maia 

The Shareholders’ Remuneration Committee proposes to the General Meeting the approval, under the 

terms and for the purpose of nr. 1 of Article 2 of the Law 28/2009, of 19th June, the present Statement 

on Remuneration and Compensation Policy for the statutory governing bodies and people discharging 

managerial responsibilities of the Company, as follows: 

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 the people 

discharging managerial responsibilities adheres to European Community directives, to national law and 

to CMVM (Portuguese Securities Market Commission) recommendations underpinned by the principle 

that initiative, competence and commitment are the essential pillars of a good performance, which must 

be aligned with the medium an long term interests of the Company, aiming at sustainability. 

When establishing the retribution policy and fixating remuneration a comparison is made, in one hand, 

with market references provided by several surveys carried out in Portugal and the principal European 

markets, namely conducted by Mercer and the Hay Group, and, in the other, with companies included in 

the Portuguese Stock Index (PSI 20). 

Executive Directors remuneration plans are defined by reference to market studies conducted over 

Portugal and Europe “Top Executive” and are positioned in the market median for fixed remuneration 

and in the market third quartile for variable remuneration in comparable circumstances.


Fixed and variable remuneration are decided at the Shareholders’ Remuneration Committee liaising 

with the Board Nomination and Remuneration. 

The fixed component of the remuneration is aligned, in its limits, with market standards which are 

determined by reference to comparable companies practice. 

The variable component of the remuneration, applicable to executive directors, is subject to maximum 

percentages and respects pre-established and measurable criteria – performance indicators – settled 

with each of the executive directors for each financial year. 

The variable component of the remuneration is assessed by performance evaluation of a set of 

performance indicators, including business indicators essentially with economical and finance aspects ( 

“Key Performance Indicators of Business Activity” (Business KPIs) ) and individual, which combines 

subjective and objective indicators,“ Personal Key Performance Indicators” (Personal KPIs). The 

content of the performance indicators and its specific weight in the determination of the effective 

remuneration, ensure the alignment of executive directors with the strategic goals defined and the 

compliance with the legal applicable standards of the Company’s activity. 

In order to determine the variable component of the remuneration there is an individual performance 

assessment executed by the Shareholders’ Remuneration Committee, liaising with the Board 

Nomination and Remuneration Committee. This assessment is performed after the Company’s earnings 

are announced. 

Hence and pertaining to each financial year the company’s activity, the performance and the individual 

contributes to the overall success are assessed, which necessarily restricts the attribution of the fixed 

and variable components of each director’s remuneration plan. 

At least fifty percent of the variable remuneration attributed to each executive director is effectively 

differed for a three year period according to individual and company performance in each financial year. 

This deferred component of the variable remuneration is composed of shares and is subject to the 

Share Plan Attribution according to its respective Regulation.


The Company’s Remuneration and Compensation Policy maintains the principle of not including the 

attribution of compensation to directors or any other member of the statutory governing bodies, in 

relation to the termination of the exercise of their respective functions, whether this termination occurs 

by effect of the end of the mandate or by early termination, motivated or not, without prejudice of 

compliance with the applicable legal terms in this matter. 

The Company’s Remuneration and Compensation Policy does not include any benefit system, namely 

for retirement purposes, for any of the member of the management and audit bodies or for other people 

discharging managerial responsibilities. 

In order to ensure the effectiveness and transparency of the goals of the Company’s Remuneration and 

Compensation Policy executive directors: 

- have not nor should they not execute agreements with the company or with any third party which may 

have as effect mitigate the risk inherent to the variability of the remuneration as established by the 

company. 

- have not, in the 2010 financial year, corresponding to the end of the mandate, nor should they alienate 

in the following mandate, company shares they have been attributed as variable remuneration up to two 

and half times the total annual remuneration, exception being given to the shares alienate in order to 

pay tax arising for the attribution of such variable remuneration in shares. 

2. In execution of the described principles, the remuneration and compensation of executive 

directors (ED), respects the following rules: 

Executive Directors 

Remuneration includes (i) a fixed component, which incorporates a Base Remuneration and 

Annual Responsibility Allowance, taking as reference a period of a year, being paid monthly 

(ii)a variable “Short Term Variable Remuneration”, which is paid during the first quarter of the 

following year, and (iii) a “Medium Term Variable Remuneration” paid in the first quarter of 

the following year, as deferred compensation under Share Attribution Plan and respective 

Regulation, which vests on the third anniversary of the attribution date.


(i) Individual compensation packages will be defined as a function of the level of responsibility 

of each ED and will be reviewed annually. Each ED is attributed a classification, internally 

referred to as a Management Level (“Grupo Funcional”). EDs are classified as either “Group 

Senior Executive” (G1) or “Senior Executive” (G2). Sonae 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 Short Term Variable Remuneration will be aimed at rewarding the achievement of 

certain predefined annual objectives, which are linked to both “Key Performance Indicators 

of Business Activity” (Business KPIs) and “Personal Key Performance Indicators” (Personal 

KPI’s). The target amounts attributed will be based on a percentage of the fixed component, 

which will range between 33% and 75%, depending on the ED’s Management Level. 

Business KPIs, which include economic and financial indicators, will derive 70% of the Short 

Term Variable Remuneration and are objective indicators. The remaining 30% of the Short 

Term Variable Remuneration will derive from Personal KPI’s, which include both objective 

and subjective indicators. Actual amounts paid will be based on the real performance 

(business performance and individual performance) and can represent anything from 0% to 

140% of the target amount attributed; 

(iii) The Medium Term Variable Remuneration will be aimed at enhancing ED’s loyalty, aligning 

their interests with shareholders, and increasing their awareness of the importance of their 

performance on the overall success of our organization. The amounts are the same as those 

annually established for the Short Term Variable Remuneration, representing for EDs 100% 

of the attributed Short Term Variable Remuneration. This value in euros shall be divided by 

the quoted share price for the determination of the number of shares it corresponds to. The 

value converted into shares will be adjusted to include any variations occurring in the share 

capital or dividends to obtain the Total Shareholder Return during a three years deferring 

period. At the vesting date, the shares shall be delivered without cost, and the Company will 

keep the option to alternatively deliver the corresponding amount in cash. 

Non-Executive Directors 

The remuneration of Non-Executive Members of our Board of Directors (NEDs) shall be based on 

market comparables, respecting the following principles: (1) a Fixed Remuneration (of which 

approximately 15% depends on attendance at Board, Board Audit and Finance Committee and Board 

Nomination and Remuneration Committee meetings); (2) an Annual Responsibility Allowance. The 

Fixed Remuneration can be increased by up to 6% for NEDs serving as Chairman of any Board 

Committee. No variable remuneration of any kind is paid.


Statutory Audit Board (“Conselho Fiscal”) 

The remuneration of the members of our Statutory Audit Board shall be based exclusively on fixed 

annual amounts, which includes an Annual Responsibility Allowance established according to market 

comparable practices. 

The remuneration of the members of our Statutory Audit Board shall be based exclusively on fixed 

annual amounts, which includes an Annual Responsibility Allowance established according to market 

comparable practices. 

Statutory External Auditor 

The Statutory External Auditor of the Company shall be remunerated in accordance with normal fee 

levels for similar services, benchmarked against the market, under the supervision of our Statutory Audit 

Board which liaises with the Board Audit and Finance Committee. 

Board of the Shareholders’ General Meeting 

The remuneration of the members of the Board at the Shareholders’ General Meeting shall correspond 

to a fixed amount, based on the Company’s financial position and benchmarked against the market. 

Persons Discharging Managerial Responsibilities (“Dirigentes”) 

Persons Discharging Managerial Responsibilities (“Dirigentes”), under the terms of Article 248-B 

Paragraph 3 of the Portuguese Securities Code (“Código de Valores Mobiliários”), in addition to the 

Stautory Governing Bodies mentioned above, include senior managers who have regular access to 

Privileged Information and are involved in taking management and business strategy decisions at the 

Company. 

The Shareholders’ Remuneration Committee proposes that the Compensation Policy applicable to 

individuals who, under the terms of the law, are considered to be Persons Discharging Managerial 

Responsibilities (“Dirigentes”), be the same as is adopted for other senior managers with the same level 

of functions and responsibilities, without awarding any additional benefit in addition to that which results 

from their respective Management Level. 

3. Compliance with CMVM Recommendation II.1.5.2 

In compliance with this Recommendation it is hereby stated that:


(i) the entities taken into consideration as the comparable element for determining 

remuneration are the ones mentioned above in nr. 1; 

(ii) no payments were made in connection with directors’ loss of office. 

Maia, 17th March 2011 

Belmiro Mendes de Azevedo 

Artur Eduardo Brochado dos Santos Silva 

Bruno Walter Lehman

SONAE SHARE ATTRIBUTION PLAN 

(Medium Term Variable Remuneration – MTVR) 

Features and Regulation 

1. Main features of MTVR 

MTVR 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. 

MTVR 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. MTVR Scheme 

3. Eligibility 

MTVR aligns the interest of executive directors with the organization’s objectives, 

reinforcing their compromise and strengthening their view over the importance of their 

performance for Sonae, and expressed in Sonae share market capitalization. 

Executive Directors are eligible for attribution of MTVR. 

Under the terms of the remuneration policy approved by the Board of Directors, 

employees may also be eligible for the MTVR. 

Eligible Members 

Sonae Executive Directors 

Reference value for 

medium term remuneration plan 

(% total objective variable remuneration) 

at least 50% 

Sonae Business Units executive Directors at least 50% 

Employees to be defined by the Board of Directors 

4. Duration of the MTVR plan 

The MTVR 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 MTVR plan 

The share price of the Company on the Portuguese stock exchange is used to 

establish the value of MTVR, 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. 

The executive directors included in the plan acquire shares without paying any 

compensation. 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 MTVR, 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. Termination of the MTVR plan 

The right to acquire shares attributed under the MTVR expires three years after such 

attribution. 

A director’s rights relating to the MTVR plan expires when he/she no longer works 

with Sonae. However, the right to receive payment continues 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 director retires, any rights to awards can be 

exercised on the due date for payment 

8. Conditions for the exercise of the right 

The right to exercise the right to acquire shares attributed at the end of the Plan 

expirer if the legal engagement between the beneficiary and the company terminates 

before the three-year deferral period has occurred, without prejudice of the following 

paragraphs. 

However, the right to receive payment continues 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 director retires, any rights to awards can be exercised on the due date for 

payment.

Item number 9 


We propose to grant the Board of Directors the powers to: 

a) purchase, on the regulated regulated market, market, as well as as through over the the counter counter transactions in in case case the 

seller is a company directly or indirectly controlled or jointly jointly-controlled controlled by this company, over the next 

18 months, months, own own shares, for for a a price price per per share not lower than than the the average average share price in in the the ten ten-day ten 

period prior to the date of purchase less 50%, and not higher than the average share price in the ten- 

day period d prior to the date of purchase plus 10%, and up to the limit of 10% consolidated with the 

shares purchased purchased by by companies companies controlled controlled by by this company, company, permitted permitted under under the the terms of of number 

number 2 of 

Article 317 of the Company Law; 





4471-909 Maia 

PROPOSAL 

b) 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 jointly controlled by this 

company, over over the the next next 18 months, a minimum minimum of one hundred hundred own own shares, for for a a price price per share not 

lower than the average share price e in the ten-day ten period prior to the date of sale less 10%. 



Apartado 1011 

4471-909 Maia 

Portugal 

www.sonae.pt

It is moreover proposed that the Board of Directors is authorized 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 approved attribution policy – always considering market conditions and the 

company’s and shareholders’ interest. 



Item number 10 


We propose to grant the Board of Directors the powers to: 

a) purchase, purchase, on on the the regulated market, market, as as well as as through over over the the counter counter transactions in case case the seller is 

a company directly or indirectly controlled or jointly-controlled jointly by this company, over the he next 18 months 

and up up to to the the legal legal limit limit of of 10% 10% per per issue, bonds issued by the company, for an unit price not lower than the 

average of of the the last last 10 10 bond bond prices prices prior prior to to the date date of of purchase, less 50%, 50%, and not not higher than the average 

average 

of the last 10 bond prices prior to the date of purchase, plus 10%; 





4471-909 Maia 

PROPOSAL 

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 compa company, over 

the next 18 months, , a minimum of of one one hundred bonds bonds issued issued by by the the company, company, for an unit price not lower 

than the average of the last 10 bond prices prior to the date of sale, less 10%. 



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’s and shareholders’ interest. 

Maia, 25 th March of 2011 


Item number 11 


We propose that companies controlled, directly d or indirectly, by Sonae - SGPS, SA (as defined in Article 

486 of the Company Law) are authorized to purchase and hold shares issued by Sonae - SGPS, SA, 

under the terms of number 2 of Article 325-B 325 of the Company Law, , over the next 18 months and up to 

limit consolidated in the dominant inant company of 10%. 

Such uch shares may be purchased, on the regulated market, as well as over the counter in case of 

purchase from a company directly or indirectly controlled by this company, for a price per share not 

lower than the average share price in the ten-day day period prior to the date of purchase, less 50%, and not 

higher than the average share price in the ten-day ten day period prior to the date of purchase, plus 10%. 

The acquisition hereby authorized 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. 






4471-909 Maia 

PROPOSAL 



Apartado 1011 

4471-909 Maia 

Portugal 

www.sonae.pt

Sonae - CMVM

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