to the chairman of the shareholders’ general meeting of ... · head office: lugar do espido, via...

SONAECOM, S.G.P.S., S. A.

Public Company

Head Office: Lugar do Espido, Via Norte, Maia Registered at the Maia Commercial Registry

Sole Registry and Tax Id nr. 502 028 351

Share Capital: Euro 230.391.627,38

Non-binding translation

For information purposes only

To the Chairman of the

Shareholders’ General Meeting of

Sonaecom, SPGS, S.A.

Lugar do Espido, Via Norte

4470-177 Maia

Maia, 30 March 2020

Proposal number 1

We propose that the Annual Report and Individual and Consolidated Accounts of Sonaecom,

SGPS, S.A., for the year ended 31 December 2019, are approved as presented.

On behalf of the Board of Directors,


Public Company

Head Office: Lugar do Espido, Via Norte, Maia Registered at the Maia Commercial Registry

Sole Registry and Tax Id nr. 502 028 351




To the Chairman of the Shareholders’ General

Meeting of Sonaecom, SPGS, S.A.

Lugar do Espido, Via Norte

4470-177 Maia

Maia, 30 March 2020

Proposal number 2

Under the legal and statutory terms, the Board of Directors proposes to allocate the net income

of Sonaecom Individual accounts, in the amount of 42.774.663,52 euros as follows:

i) 2.138.733,18 euros to legal reserves;

ii) 25.841.223,07 euros is paid to shareholders;

iii) 14.794.707,27 euros to “Other Reserves”

Considering that it will not be possible to determine the precise number of own shares that will be

held by the company on the date of the abovementioned payment, without limiting the company’s

capacity to act, we highlight the following:

i) To each issued share it will correspond the gross amount of 0,083 euros;

ii) The amount corresponding to the shares that belong to the Company on the payment

day of the abovementioned amount (calculated on said unit gross amount of 0,083

euros per issued share) will not be paid to shareholders, but will instead be

maintained in “Other Reserves”.

On behalf of the Board of Directors

SONAE SGPS SA T (+351) 22 948 75 22

Edifício 1.A T (+351) 22 948 76 22 Lugar do Espido Via Norte F (+351 22 948 77 22)

471-909 Maia Portugal www.sonae.pt

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



Chairman of the Board of the Shareholders’

Meeting of

Sonaecom, SGPS, S.A.

Lugar do Espido, Via Norte,

4470-177 Maia

Maia, 30 March 2020

Proposal number 3

It is hereby proposed to grant a vote by the shareholders to express the appreciation for and confidence in

the work performed by the Management and Audit Boards, during the year of 2019.


SONAE SGPS SA T (+351) 22 948 75 22






Proposal number 4

SONAECOM SGPS, S.A.

Attn: Chairman of the Board of the

Shareholders’ Meeting of

Sonaecom SGPS, S.A.


4471-909 Maia

Maia, 30 March 2020

Agenda Item no. 4

It is hereby proposed:

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 2020 and ending

2023:

Board of the Shareholders’ General Meeting:

Chairman: Manuel Eugénio Pimentel Cavaleiro Brandão

Secretary: Maria da Conceição Henriques Fernandes Cabaços

For the Board of Directors:

Ângelo Gabriel Ribeirinho dos Santos Paupério

Maria Cláudia Teixeira de Azevedo

João Pedro Magalhães da Silva Torres Dolores

Eduardo Humberto dos Santos Piedade

Cristina Maria de Araújo Freitas Novais

SONAE SGPS SA T (+351) 22 948 75 22




Statutory Audit Board:

Chairman: João Manuel Gonçalves Bastos

Effective Member: Maria José Martins Lourenço da Fonseca

Effective Member: Óscar José Alçada da Quinta

Substitute: António Augusto Almeida Trabulo

Shareholders’ Remuneration Committee

SONAE, SGPS, S.A., represented by Duarte Paulo Teixeira de Azevedo

SONAE INVESTMENTS, B.V., represented by Francisco de la Fuente Sánchez

We further propose that members of the Board of Directors and members of the Statutory Audit Board shall

provide a guarantee (stand bond) for their responsibilities up to the amount of 250,000 euro (two hundred

and fifty thousand euros) by any means permitted by Portuguese Company Law, that members of the Board

of Directors be authorized to hold positions on the Board of Directors of companies in which the proponent

company holds, directly or indirectly, a controlling interest or in which a company holding a controlling

interest in those companies holds, directly or indirectly, a controlling interest, under the terms and for the

effects of the article 21 of the Portuguese Securities Code, without applying any restriction on their access

to information under the terms and for the effects of paragraph 4 of Article 398º of Portuguese Company

Law; and that members of the Statutory Governing Bodies be remunerated under conditions determined

by the Shareholders’ Remuneration Committee.

The information required by line (d) of paragraph 1 of Article 289º of Portuguese Company Law, is attached

to this proposal.

By the Board of Directors



Appendix to Proposal n.º 4

Preparatory Information Shareholders’ General Meeting

(Article 289, paragraph 1 d) of the Code of Commercial Companies and

Article 21-C, paragraph 2 of the Securities Code)

BOARD OF THE SHAREHOLDERS’ GENERAL MEETING

Manuel Eugénio Pimentel Cavaleiro Brandão

Birth date

6th of June of 1946.

Educational qualifications Academic Curriculum

- Degree in law from the University of Coimbra; - Attendance of the postgraduate Course in European Studies (University of Coimbra).

Professional experience

Lawyer (admitted to the Bar Association in 1972) Partner of “PLMJ Advogados, S.P., R.L.”

Offices held in other entities

Has carried on during the past 5 years, or still carries on, the following activities:

- Chairman of the Shareholders’ General Meeting of “LEICA – APARELHOS ÓPTICOS DE

PRECISÃO, S.A.” (desde 2006);

- Chairman of the Shareholders’ General Meeting of “SONAE, SGPS, S.A.”;

- Chairman of the Shareholders’ General Meeting of “SONAE Capital, SGPS, S.A.”;

- Chairman of the Shareholders’ General Meeting of “SONAE Investimentos, SGPS,

S.A.”;

- Chairman of the Shareholders’ General Meeting of “DELABIE, S.A.”;

- Chairman of the Shareholders’ General Meeting of “APFS – ASSOCIAÇÃO

PORTUGUESA DE FACILITY SERVICES”;

- Chairman of the Shareholders’ General Meeting of “ALTRI – SGPS, S.A.”;

- Chairman of the Shareholders’ General Meeting of “COFINA – SGPS, S.A.”;

- Chairman of the Shareholders’ General Meeting of “F. Ramada – INVESTIMENTOS,

SGPS, S.A.”;

- Vice-Chairman of the Shareholders’ General Meeting of “BANCO BPI, S.A.” (2007 -

2016);

- Member of the Board of FUNDAÇÃO DE SERRALVES (until 31.12.2018).

− Member of the European Economic and Social Committee (1990 - 2011).

− 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) and 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).

- 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

“FUNDAÇÃO DE SERRALVES”; Board of “Sociedade PORTO 2001”; Chairman of the General

Board of “CULTURPORTO” until 2005).

Does not hold any shares of Sonaecom, S.G.P.S., S.A.

Annex I

Assessment of the Independence Criteria1

Identify the member and the respective body to which the data of this questionnaire

refers to:

Manuel Eugénio Pimentel Cavaleiro Brandão - Chairman of the Shareholders’

General Meeting

1. Are you holder of a qualified shareholding of 2% or more of share capital of the

company? No.

2. Were you re-elected for two or more mandates, either consecutive or otherwise?

If the answer is yes please detail the mandates.

No.

3. Do you act for, or on behalf2, of any person or entity holding a qualified

shareholding of 2% or more of the share capital of the company? If the answer is

yes, please identify the holder of the qualified shareholding.

No.

4. The Board of Directors, or any of its members, has knowledge that the member

of the statutory audit board/member of the board of the shareholders’ general

meeting [delete the non-applicable] is, in any way, connected with any specific

group of interests in the company or is in any circumstance which may affect

his/her independent analysis within the decision-making process3? If the answer

is yes, please detail.

No.

5. The Board of Directors, or any of its members, has knowledge of any other fact

that, in any manner, can or may affect the independence of the member of the

statutory audit board/member of the board of the shareholders’ general meeting

[delete the nonapplicable] to which this questionnaire refers to? If the answer is

yes, please detail. No.

1. It should be mentioned any relevant facts for CMVM’s assessment even if the board of directors has doubts on the consequences applicable to any such facts.

2. As way of example, it should be disclosed the existence of any actual or past existence of any mandate relationship with or without representation between the member of the statutory governing body and any holder of a qualified shareholding or any individual or legal person who acts on his/her/it behalf or that

renders him/her/it the services provided in the following note. 3. By way of example, it should be reported any other type of relationships, the actual or past existence of a

labour contract, or provision of services, namely economic, financial or legal as well as any other type of

services, mediation, agency, commercial representation or franchise between, on one hand, the member of the statutory governing body and, on the other, any shareholder holder of a qualified shareholding or any other individual or legal person who acts on behalf or for the interest of such participant or provide

him/her/it the services referred to in this note.

Annex II

Assessment of the incompatibility regime


refers to:

Manuel Eugénio Pimentel Cavaleiro Brandão – Chairman of the Shareholders’

General Meeting

1. Are you a member of the company’s management body?

No

2. Are you member of the management body of any company that controls or that

is controlled by the Company? If the answer is yes, please identify the

company(ies).

No.

3. Do you hold any positions as a member of the management or supervisory bodies

in five or more companies4?

No.

4. Are you a shareholder of a company (“sociedade em nome coletivo”) that controls

or that is controlled by the Company?

No.

5. Are you a public certified accountant in relation to which there is an incompatibility

arising from the applicable law?

No.

6. Have you been interdicted, inhibited, declared insolvent or bankrupt, or convicted

to a penalty that leads to the interdiction, even if temporary, of the exercise of

public roles? No.

7. Do you exercise functions in a competing company, or do you act in the name or

on behalf of a competing company or are you in way bound by the interests of

the competing company? If the answer is yes, please detail.

No.

8. Do you provide, directly or indirectly, services or do you maintain a significant

commercial relationship with the Company or with any company which controls

or is controlled by the Company? If the answer is yes, please detail.

No.

9. Law firms, statutory external auditors’ companies and statutory external auditors

should not be considered. 9. Have you received any particular advantage from

the Company? If the answer is yes, please detail.

No.

10. Are you married or do you hold any family relationship, as relative or as a kind,

up to third degree, to any person who is included in numbers 1,2,4,7 and 9 above

or are you married to a person be included in number 8?

No.

4. Law firms, statutory external auditors’ companies and statutory external auditors should not be considered.

30th March 2020

Manuel Eugénio Pimentel Cavaleiro Brandão

Maria da Conceição Henriques Fernandes Cabaços

Birth date

16th of August of 1963.

Educational qualifications

Degree in Law from the Oporto Portuguese Catholic University;

Postgraduate degree in Securities Law, University of Lisbon Law School.


Lawyer (admitted to the Bar Association in 1988)

Parter of “PLMJ Advogados, S.P., R.L.”.


Has carried on during the past 5 years, or still carries on, the following activities:

- Secretary of the Shareholders’ General Meeting of “ATEP – Amkor

Technology Portugal, S.A.”;

- Secretary of the Shareholders’ General Meeting of “SONAE, SGPS, S.A.”;

- Secretary of the Shareholders’ General Meeting of “SONAE Capital,

SGPS, S.A.”;

- Secretary of the Shareholders’ General Meeting of “SONAE

Investimentos, SGPS, S.A.”;

- Secretary of the Shareholders’ General Meeting of “DELABIE, S.A.”;

- Secretary of the Shareholders’ General Meeting of “ALTRI – SGPS, S.A.”;

- Secretary of the Shareholders’ General Meeting of “COFINA – SGPS, S.A.”;

- Secretary of the Shareholders’ General Meeting of “F. Ramada – Investimentos, SGPS, S.A.”.


Annex I



refers to:

Maria da Conceição Henriques Fernandes Cabaços – Secretary of the Shareholders’ General Meeting


company? No.



No.




No.







No.






1. It should be mentioned any relevant facts for CMVM’s assessment even if the board of directors has

doubts on the consequences applicable to any such facts. 2. As way of example, it should be disclosed the existence of any actual or past existence of any

mandate relationship with or without representation between the member of the statutory governing

body and any holder of a qualified shareholding or any individual or legal person who acts on his/her/it behalf or that renders him/her/it the services provided in the following note.

3. By way of example, it should be reported any other type of relationships, the actual or past existence

of a labour contract, or provision of services, namely economic, financial or legal as well as any other type of services, mediation, agency, commercial representation or franchise between, on one hand, the member of the statutory governing body and, on the other, any shareholder holder of a qualified

shareholding or any other individual or legal person who acts on behalf or for the interest of such participant or provide him/her/it the services referred to in this note.

Annex II



refers to:

Maria da Conceição Henriques Fernandes Cabaços – Secretary of the Shareholders’ General Meeting


No



company(ies).

No.



No.



No.



No.



public roles? No.




No.




No.

9. Law firms, statutory external auditors’ companies and statutory external auditors

should not be considered. 9. Have you received any particular advantage from

the Company? If the answer is yes, please detail.

No.




No.

4. Law firms, statutory external auditors’ companies and statutory external auditors should not be considered.

30th March 2020

Maria da Conceição Henriques Fernandes Cabaços

BOARD OF DIRECTORS

Ângelo Gabriel Ribeirinho dos Santos Paupério

Birth date

14 September 1959


1977- 1982 - Degree in Civil Engineering - University of Porto

1988 – 1989 - Master in Business Administration - Porto Business School


1982-1984 - Structural Design Project Manager (Civil Engineering) - Tecnopor

1984-1989 - Senior officer - EDP - Eletricidade de Portugal

1989-1991 - Leader for the Television Project Team- Sonae Tecnologias de Informação, SA

1989-2007 - Member of the Board of Directors - Modelo Continente Hipermercados, SA

1991-1994 - Manager of Planning and Control Dept. - Sonae Investimentos, SA (currently Sonae

– SGPS, SA)

1994-1996 - Director of several Sonae Distribuição owned companies – Retail - Sonae

Distribuição, SGPS, SA (currently Sonae MC, SGPS, SA)

1996-2007 - CFO Sonae Distribuição, SGPS, SA (currently Sonae MC, SGPS, SA)

1996-2007 - Executive Director Sonae Capital, SGPS, SA

2000-2007 - Executive Member of the Board of Directors, CFO and Bember of the Finance

Committee Sonae - SGPS, SA

2004-2009 – Member of the Board of Directors of MDS- Corretor de Seguros, SA

2005-2016 - Executive Member of the Board of Directors Sonae Investments BV

2006-2016 - Executive Member of the Board of Directors Sontel BV

2007/April 2015 - Executive Vice-Chairman of Sonae – SGPS, SA

Since 2007 - Executive Chairman of the Board of Directors of Sonaecom SGPS SA

2007/March 2018 - Member of the Board of Directors (Chairman of the Board of Directors since

October 2014) of MDS, SGPS, SA

2010-2016 - Chairman of the Board of Directors - Sonaerp – Retail Properties, SA

2010-2016 - Vice-Chairman of the Board of Directors Sonae – Specialized Retail, SGPS, SA

(Merger Sonae MC – Modelo Continente, SGPS, SA)

2010-2016 - Chairman of the Board of Directors MDS Auto – Mediação de Seguros, SA

2010-2016 - Member of the Superior Counsel - Universidade Católica Portuguesa

2010-2018 - Member of the Board of Directors - Sonae Center Serviços II, SA (currently Sonae

MC – Serviços Partilhados, SA)

2011-2015 - Member of the Superior Counsel - Porto Business School

2012-2016 - Chairman of the Board of Directors - Sonaecom - Serviços Partilhados, SA

2013-2016 - Chairman of the Board of Directors - Sonae RE, SA

2013-2016 - Chairman of the Board of Directors - Sonaegest – Sociedade Gestora de Fundos de

Investimento, SA

Positions Currently Held

Offices held in companies in which Sonaecom is a shareholder

Since 2017 - Chairman of the Board of Directors of SONAE INVESTMENT MANAGEMENT -

SOFTWARE AND TECHNOLOGY, SGPS, S.A.

Since 2012 - Member of the Board of Directors of ZOPT, SGPS, S.A.

Since 2007 - Chairman of the Board of Directors of Público - Comunicação Social, S.A.

Since January 2020 - Chairman of the Board of Directors of NOS, SGPS, S.A. (since 2013 Non-

Executive Member of the Board of Directors)

Since 2013 - Chairman of the Remuneration Committee of NOS, SGPS, S.A.


Since April 2019 - Non-Executive Member of the Board of Directors of Sonae, SGPS, S.A. (Co-

CEO - April 2015 to April 2019)

Since 2018 - Member of the Board of Directors of Efanor Investimentos, SGPS, SA

Since 2018 - Chairman of the Board of Directors of Sonae Holdings, SA (previously Sonaecenter,

Serviços SA)

Since 2009 - Chairman of the Board of Directors of MODELO CONTINENTE, SGPS, S.A.

Since 2018 - Chairman of the Board of Directors of Sonae MC, SGPS, S.A. (since 2017 Member

of the Board of Directors)

Since 2007 - Membro não executivo do Conselho de Administração da Sonae Sierra, SGPS, S.A.

Since 2018 - Vice-Presidente do Conselho de Administração da Iberian Sports Retail Group, S.L.

Since December 2019 - Membro Não-Executivo do Conselho de Administração da Sonae Capital

SGPS, S.A.

Since 2019 - Member of the Board of Directors of Sonae FS, S.A.

Since 2009 - Member of the Board of Directors of Love Letters – Galeria de Arte, S.A.

Since 2008 - Chairman of the Board of Directors of Enxomil - Consultoria e Gestão, S.A.

Since 2004 - Chairman of the Board of Directors of Enxomil - Sociedade Imobiliária, S.A.

Since 2019 - Member of the Board of Directors of Fundação Manuel Cargaleiro


Maria Cláudia Teixeira de Azevedo

Birth date

13 January 1970


July 1994 – Degree in Management, Universidade Católica of Oporto (1989-1994).

July 2000 - MBA in INSEAD, Fontainebleau, France - (September 1999 to Jully 2000).

Professional experience and Positions Currently Held

Since 1990 Chairman of the Board of Directors of Imparfin – Investimentos e Participações

Financeiras, SA

Since 1992 Member of the Board of Directors of Efanor - Investimentos, SGPS, SA

Since 2000 Chairman of the Board of Directors of Linhacom, SGPS, SA

Since 2002 Chairman of the Board of Directors of Praça Foz – Sociedade Imobiliária, SA

Since 2006 Member of the Board of Directors of SONAECOM – SGPS, SA

Since 2008 Member of the Board of Directors of Efanor – Serviços de Apoio à Gestão, SA

Since 2009 Member of the Board of Directors of Público – Comunicação Social, SA

Since 2011 Member of the Board of Directors of Sonae Capital, SGPS, SA

Since 2011 Director of Sekiwi, SGPS, SA

Since 2012 Member of the Board of Directors of ZOPT, SGPS, SA

Since 2013 Member of the Board of Directors of NOS, SGPS, SA

Since 2018 Chairman of the Board of Directors of Sonae MC, SGPS, SA

Since 2018 Member of the Board of Directors of Sonae Holdings, SA

Since 2018 Member of the Board of Directors of Sonae Sierra, SGPS, SA (Chairman of the

Board of Directors since May 2019)

Since 2018 Member of the Board of Directors of Sonae Investment Management – Software

and Technology, SGPS, SA

Since 2018 Member of the Board of Directors of Vistas da Foz – Sociedade Imobiliária, SA

Since 2018 Member of the Board of Directors of Setimanale, SGPS, SA

Since 2018 Member of the Board of Directors of Casa Agrícola de Ambrães, SA

Since 2018 Member of the Board of Directors of Realejo – Sociedade Imobiliária, SA

Since 2018 Member of the Board of Directors and of Executive Commitee of Fundação Belmiro

de Azevedo

2018-2019 Member of the Board of Directors of BA – Business Angels, SGPS, SA

2018-2019 Member of the Board of Directors of BA – Capital, SGPS, SA

Since 2019 Member of the Board of Directors and CEO of SONAE, SGPS, S.A.

Since 2019 Member of the Board of Directors of Sonae FS, SA



Since 2002 - Membro do Conselho de Administração da Sonae Investment Management –

Software and Technology, SGPS, SA

Since 2009 - Membro do Conselho de Administração da Público – Comunicação Social, SA

Since 2012 - Membro do Conselho de Administração da ZOPT, SGPS, SA

Since 2013 - Membro do Conselho de Administração da NOS, SGPS, SA


João Pedro Magalhães da Silva Torres Dolores

Birth date

21 December 1980


08/2007 – 07/2009 - MBA - London Business School, Londres (Reino Unido)

05/2004 – 10/2004 - Pós-Graduação em Gestão - New York University, Nova Iorque (Estados

Unidos da América)

09/1998 – 07/2003 - Licenciatura em Economia, Faculdade de Economia, Universidade do

Porto


07/2016 – 12/2018 - Strategy Professor - Executive MBA Porto Business School, Porto

(Portugal)

09/2015 – 10/2018 - Head of Group Strategy, Planning and Control Sonae - SGPS, S.A., Porto

(Portugal)

04/2014 – 09/2015 - Head of Corporate Strategy Sonae - SGPS, S.A., Porto (Portugal)

01/2013 – 04/2014 - Head of Business Unit Cloud Portugal Telecom, Lisbon (Portugal)

02/2011 – 01/2013 - Manager - Innovation Management Portugal Telecom, Lisbon (Portugal)

10/2009 – 01/2011 - Associate McKinsey & Company, Lisbon (Portugal)

04/2005 – 07/2007 - Business Analyst McKinsey & Company, Lisbon (Portugal)

10/2003 – 12/2004 - Brand Manager JW Burmester, S.A., Nova Iorque (Estados Unidos da

América)


Since 2016 - Member of the Board of Directors of NOS - SGPS, S.A.


Since 2019 - Executive Board Member of SONAECOM, SGPS, S.A.

Since 2019 - Executive Board Member of Sonae-SGPS,SA

Since 2018 - Executive Board Member of Sontel BV

Since 2018 - Executive Board Member of Sonae Investments BV

Since 2018 - Executive Board Member of Sonae Holdings, SA (previously Sonaecenter –

Serviços, SA)

Since 2018 - Executive Board Member of Sonae Corporate, SA

Since 2018 - Non-Executive Board Member of Sonae MC, SGPS, SA

Since 2019 - Non-Executive Board Member of SFS – Financial Services, IME, SA

Since 2019 - Non-Executive Board Member of Sonae Sierra, SGPS, SA

Since 2019 - Non-Executive Board Member of Sonae FS, S.A.


Eduardo Santos Piedade

Birth date

03 April 1978


1996 – 2001 - Degree in Business Administration, Faculdade de Economia da Universidade do

Porto

2006 – 2008 - MBA Degree with distinction – Concentration in Strategy, London Business

School.


Since 2019 - Executive Board Member of SONAECOM, SGPS, S.A.

2018-2019 - Chairman of the Board of Directors of WE DO CONSULTING - SISTEMAS DE

INFORMAÇÃO, S.A.

2018-2019 - Chairman of the Board of Directors of WE DO TECHNOLOGIES AMERICAS, INC

2018-2019 - Chairman of the Board of Directors of WE DO TECHNOLOGIES EGYPT LLC

2018-2019 - Chairman of the Board of Directors of WE DO TECHNOLOGIES LIMITED (UK)

2018-2019 - Chairman of the Board of Directors of WE DO TECHNOLOGIES ESPAÑA -

SISTEMAS DE INFORMACIÓN S.L.

2018-2019 - Chairman of the Board of Directors of WE DO TECHNOLOGIES MÉXICO S.DE R.L.

DE C.V.

2018-2019 - Chairman of the Board of Directors of Saphety Level – Trusted Services, S.A.

2018-2019 - Gerente General - Saphety – Transacciones Eletrónicas S.A.S.

2011- 2018 - Secretary to the Board of Directors and Executive Committee Head of Investment

Management, Portugal - Sonae – SGPS, S.A.

2011- 2018 - Member of the Board of Directors of Tlantic B.V.

2011- 2018 - Member of the Board of Directors of Maxmat

2011- 2015 - Member of the Board of Directors of GeoStar

2008-2011 - Strategic Planning Manager, Portugal - Sonae – SGPS, S.A.

2005 – 2006 - Mergers & Acquisitions Manager, Portugal / Brazil - MODELO CONTINENTE –

SONAE’s sub-holding for the Retail Sector

2003-2004 - Corporate Strategy Senior Analyst, Portugal - MODELO CONTINENTE – SONAE’s

sub-holding for the Retail Sector

2001-2003 - Controller – Brazilian Division, Portugal / Brazil - MODELO CONTINENTE –

SONAE’s sub-holding for the Retail Sector


Since 2018 - CEO of SONAE INVESTMENT MANAGEMENT - SOFTWARE AND

TECHNOLOGY, SGPS, S.A. (Executive Member of the Board of Directors since 2015)

Since 2018 - Chairman of the Board of Directors of SONAECOM – SERVIÇOS PARTILHADOS,

S.A.

Since 2018 - Chairman of the Board of Directors of INOVRETAIL, S.A.

Since 2019 - Chairman of the Board of Directors of INOVRETAIL ESPAÑA, S.L.

Since 2018 - Chairman of the Board of Directors of BRIGHT DEVELOPMENT STUDIO, S.A.

Since 2018 - Chairman of the Board of Directors of SONAECOM CYBER SECURITY AND

INTELLIGENCE SERVICES, SGPS, S.A.

Since 2018 - Chairman of the Board of Directors of S21SEC PORTUGAL - CYBER SECURITY

SERVICES, S.A.

Since 2018 - Chairman of the Board of Directors of GRUPO S21 SEC GESTION, S.A.

Since 2018 - Chairman of the Board of Directors of S21 SEC INFORMATION SECURITY LABS,

- S.U.L.

Since 2018 - Chairman of the Board of Directors of S21 SEC, S.A. DE C.V.

Since 2018 - Chairman of the Board of Directors of MEXTEL, S.A.

Since 2018 - Chairman of the Board of Directors of DIGITMARKET – SISTEMAS DE

INFORMAÇÃO, S.A.

Since 2018 - Chairman of the Board of Directors of PRAESIDIUM SERVICES LIMITED

Since 2018 - Member of the Board of Directors of Style Sage, Inc.

Since 2018 - Member of the Board of Directors of CIValue Systems Ltd

Since 2018 - Chairman of the Board of Directors of EXCELLIUM, GROUP, S.A.

Since 2018 - Member of the Board of Directors of EXCELLIUM, SERVICES, S.A.

Since 2018 - Member of the Board of Directors of Visenze, Pte LTD

Since 2017 - Member of the Board of Directors of OMETRIA, LTD.

Since 2018 - Board Observer of NEXTAIL Labs Inc.

Since 2019 - Member of the Board of Directors of Daisy Intelligence Corporation

Since 2019 - Member of the Board of Directors of Context-based 4 Casting (C-B4) LTD

Since 2020 - Member of the Board of Directors of Sales Layer Tech, S.L.


Cristina Maria de Araújo de Freitas Novais

Birth date

07 May 1977


1995 – 2000 Degree in Economics at Faculdade de Economia da Universidade do Porto


2000 - 2004 Financial auditor - Arthur Andersen/ Deloitte

2004 - 2008 Financial Controller - Optimus Comunicações, S.A.

2008 - 2013 Manager of Planning and Control department in Sonaecom Group

2013 - 2020 Head of Planning and Control department in Sonaecom Group

2018 - 2020 Head of Financial Department in Sonaecom Group


Since 2019 Board member of Bright Development Studio, S.A.

Since 2019 Board member of DIGITMARKET - Sistemas de Informação, S.A.

Since 2018 Board member of INOVRETAIL, S.A.

Since 2018 Board member of S21Sec Portugal - Cybersecurity Services, S.A.

Since 2019 Secretary of the General Meeting of Sonae IM - Software and Technology,

SGPS, S.A.

Since 2019 Secretary of the General Meeting of Bright Ventures, SCR, S.A.

Since 2019 Secretary of the General Meeting of SONAECOM - Serviços Partilhados, S.A.

Since 2019 Secretary of the General Meeting of SONAECOM - Cyber Security and

Intelligence, SGPS, S.A.

Since 2019 Secretary of the General Meeting of PÚBLICO - Comunicação Social, S.A.

Since 2019 Secretary of the General Meeting of PCJ - Publico, Comunicação e Jornalismo,

S.A.

Since 2019 Secretary of the General Meeting of SIRS - Sociedade Independente de

Radiodifusão Sonora, S.A.

Mar- Oct 2019 Secretary of the General Meeting of Bright Development Studio, S.A.

Mar- Oct 2019 Secretary of the General Meeting of DIGITMARKET - Sistemas de Informação,

S.A.


STATUTORY AUDIT COMMITTEE

João Manuel Gonçalves Bastos

Birth date

23 April 1958

Curriculum Académico

Degree in Economics at Faculdade de Economia da Universidade do Porto (1976-1981)


1981-1984 Teacher of Macroeconomics at Faculdade de Economia da Universidade do

Porto

1982-1984 Commercial department in Crédit Lyonnais

1984-1986 Development and Planning department in Sonae Group

1986-1987 Assistant of the Board in Focor Group

1987 – 1998 CFO and member of the Board of several participated companies in Figest

Group

1998 – 2007 Senior Manager and member of the Board of several participated companies in

Sonae Group

Offices held in other entities in the last five years

Shareholder and President of the Board of Arcádia Group

President of the Statutory Audit Committee of Irmãos Vila Nova, SP

President of the Statutory Audit Committee of Modelo – Distribuição de Materiais de Construção

S.A.


Annex I



refers to:

João Manuel Gonçalves Bastos - Chairman of the Statutory Audit Committee

1. Are you holder of a qualified shareholding of 2% or more of share capital of

the company? No.

2. Were you re-elected for two or more mandates, either consecutive or

otherwise? If the answer is yes please detail the mandates.

No.


shareholding of 2% or more of the share capital of the company? If the answer

is yes, please identify the holder of the qualified shareholding.

No.

4. The Board of Directors, or any of its members, has knowledge that the

member of the statutory audit board/member of the board of the shareholders’

general meeting [delete the non-applicable] is, in any way, connected with

any specific group of interests in the company or is in any circumstance which

may affect his/her independent analysis within the decision-making process3?

If the answer is yes, please detail.

No.

5. The Board of Directors, or any of its members, has knowledge of any other

fact that, in any manner, can or may affect the independence of the member


meeting [delete the nonapplicable] to which this questionnaire refers to? If the

answer is yes, please detail.

No.

1.It should be mentioned any relevant facts for CMVM’s assessment even if the board of directors has doubts on the consequences applicable to any such facts.

2.As way of example, it should be disclosed the existence of any actual or past existence of any mandate relationship with or without representation between the member of the statutory governing body and any holder of a qualified shareholding or any individual or legal person who acts on his/her/it behalf or that renders

him/her/it the services provided in the following note. 3.By way of example, it should be reported any other type of relationships, the actual or past existence of a labour contract, or provision of services, namely economic, financial or legal as well as any other type of

services, mediation, agency, commercial representation or franchise between, on one hand, the member of the statutory governing body and, on the other, any shareholder holder of a qualified shareholding or any other individual or legal person who acts on behalf or for the interest of such participant or provide him/her/it the

services referred to in this note.

Annex II



refers to:

João Manuel Gonçalves Bastos – Chairman of the Statutory Audit Committee


No

2. Are you member of the management body of any company that controls or

that is controlled by the Company? If the answer is yes, please identify the

company(ies).

No.

3. Do you hold any positions as a member of the management or supervisory

bodies in five or more companies4?

No.

4. Are you a shareholder of a company (“sociedade em nome coletivo”) that

controls or that is controlled by the Company?

No.

5. Are you a public certified accountant in relation to which there is an

incompatibility arising from the applicable law?

No.

6. Have you been interdicted, inhibited, declared insolvent or bankrupt, or

convicted to a penalty that leads to the interdiction, even if temporary, of the

exercise of public roles? No.

7. Do you exercise functions in a competing company, or do you act in the name

or on behalf of a competing company or are you in way bound by the interests

of the competing company? If the answer is yes, please detail.

No.


commercial relationship with the Company or with any company which

controls or is controlled by the Company? If the answer is yes, please detail.

No.

9. Have you received any particular advantage from the Company? If the


No.

10. Are you married or do you hold any family relationship, as relative or as a

kind, up to third degree, to any person who is included in numbers 1,2,4,7

and 9 above or are you married to a person be included in number 8?

No.

4. Law firms, statutory external auditors’ companies and statutory external auditors should not be

considered.

30th March 2020


Maria José Martins Lourenço da Fonseca

Birth date

4 September 1957


1984 Degree in Economics at Faculdade de Economia da Universidade do Porto - Doutor

António José Sarmento Prize

1987 Post graduate Program in European Studies at the European Studies Center,

Universidade Católica Portuguesa

1992 Participation in the Young Managers Programme at European Institute of Business

Administration, Fontainebleau.

2002 Master in Business and Administration at Faculdade de Economia da Universidade do

Porto

2015 PhD in Business and Administration at Faculdade de Economia da Universidade do

Porto


1984-1985 Invited Assistant at Faculdade de Economia da Universidade do Porto -

Microeconomics

1985-1990 Technician in the Department of Economic Studies and Planning at BPI - Banco

Português de Investimento, S.A.

1990-1992 Senior Analyst at the Corporate Banking Department at BPI - Banco Português

de Investimento, S.A.

1991-1999 Invited Assistant at Faculdade de Economia da Universidade do Porto -

Accounting area

1992-1996 Vice-manager at the Corporate Banking Department at BPI - Banco Português

de Investimento, S.A.

1996-2006 Cooperation with the Portuguese Institute of Statutory Auditors (OROC) as

trainer for the External Auditor Preparatory Course

Since 1996 Lecturer at Católica Porto Business School (Universidade Católica Portuguesa)-

Accounting area. Director of the Master's Degree in Auditing and Taxation,

since 2017

2002-2008 Cooperation with the Certified Public Accountant Association (OTOC) in the

field of professional formation

2008-2009 Cooperation with the Portuguese Institute of Statutory Auditors (OROC) in the

field of professional formation

Since 2008 Consulting activity through the Centro de Estudos de Gestão e Economia

Aplicada (CEGEA) of Católica Porto Business School (Universidade Católica

Portuguesa)

2015 Member of the Selection Board for the Oral Test for External Auditor (ROC)

2015-2019 Cooperation with the Portuguese Institute of Statutory Auditors (OROC) as

trainer for the External Auditor Preparatory Course


President of the Statutory Audit Committee of Sonae SGPS, S.A.

Member of the Statutory Audit Committee of Sonae MC SGPS, S.A.

Member of the Statutory Audit Committee of Ibersol SGPS, S.A.

President of the Statutory Audit Committee of SDSR - Sports Division SR, S.A.

President of the Statutory Audit Committee of AEGE - Associação para a Escola de Gestão

Empresarial

Lecturer at Católica Porto Business School (Universidade Católica Portuguesa)


Annex I



refers to:

Maria José Martins Lourenço da Fonseca – Member of the Statutory Audit Committee


company? No.



No.




No.







No.







2. As way of example, it should be disclosed the existence of any actual or past existence of any mandate

relationship with or without representation between the member of the statutory governing body and any holder of a qualified shareholding or any individual or legal person who acts on his/her/it behalf or that renders him/her/it the services provided in the following note.

3. By way of example, it should be reported any other type of relationships, the actual or past existence of a labour contract, or provision of services, namely economic, financial or legal as well as any other type of services, mediation, agency, commercial representation or franchise between, on one hand, the member

of the statutory governing body and, on the other, any shareholder holder of a qualified shareholding or any other individual or legal person who acts on behalf or for the interest of such participant or provide him/her/it the services referred to in this note.

Annex II



refers to:

Maria José Martins Lourenço da Fonseca - Member of the Statutory Audit Committee


No



company(ies).

No.



No.



No.



No.



public roles? No.




No.




No.

9. Have you received any particular advantage from the Company? If the answer is

yes, please detail.

No.




No.

4.Law firms, statutory external auditors’ companies and statutory external auditors should not be considered.

30th March 2020

Maria José Martins Lourenço da Fonseca

Óscar José Alçada da Quinta

Birth date

1 December 1957


1982 Degree in Economics at Faculdade de Economia da Universidade do Porto

1990 Statutory auditor


1982-1986 Administrative and financial responsibilities in the area of textile companies,

construction and office equipment

Since 1986 Provision of services related to external audit for Statutory Auditors and for

companies in the previous activities

1990-1992 Independent Statutory Auditor

Since 1992 Statutory Auditor and Partner of Óscar Quinta, Canedo da Mota &Pires

Fernandes, SROC


Member of the Board of Directors of Óscar Quinta, Canedo da Mota &Pires Fernandes, SROC

Member of the Fiscal Council of Caetano-Baviera - Comércio de Automóveis, S.A.

Member of the Fiscal Council of BA GLASS I - Serviços de Gestão e Investimentos, SA

Member of the Fiscal Council of Sonae Arauco Portugal S.A.

Member of the Fiscal Council of Sonae Indústria, SGPS, S.A.


Annex I



refers to:

Óscar José Alçada da Quinta – Member of the Statutory Audit Committee


company?

No.



Yes. Mandate 2004-2007 | Mandate 2008-2011 | Mandate 2016-2019




No.







No.





yes, please detail.

No.


2. As way of example, it should be disclosed the existence of any actual or past existence of any mandate relationship with or without representation between the member of the statutory governing body and any holder of a qualified shareholding or any individual or legal person who acts on his/her/it

behalf or that renders him/her/it the services provided in the following note. 3. By way of example, it should be reported any other type of relationships, the actual or past existence

of a labour contract, or provision of services, namely economic, financial or legal as well as any other

type of services, mediation, agency, commercial representation or franchise between, on one hand, the member of the statutory governing body and, on the other, any shareholder holder of a qualified shareholding or any other individual or legal person who acts on behalf or for the interest of such

participant or provide him/her/it the services referred to in this note.

Annex II



refers to:

Óscar José Alçada da Quinta - Member of the Statutory Audit Committee


No



company(ies).

No.



No.



No.



No.







No.




No.



No.




No.


30th March 2020


António Augusto Almeida Trabulo

Birth date

23 November 1954

Curriculum Académico

Degree in Economics at Faculdade de Economia da Universidade do Porto

Attendance in a Post Graduate Course in Financial Analysis, in Economics Faculty of the

University of Oporto

Attendance in a Post Graduate Course in International Financial Management, in Economics

Faculty of the University of Oporto

Post Graduate Course in Accounting and Corporate Finance from Universidade Aberta

Sufficiency Researcher Diploma in Economia Financiera y Contabilidad area from Valladolid

University

Statutory Auditor


1980-1999 Teacher of Secondary Education

1986-1987 Administrative Head of Guimar Footwear Factory

1987-1988 Administrative - Financial Director of Polystar Footwear Factory

1989 Administrative-Financial Director of Sociedade de Construções Alberto Leal, SA

(SCAL), and administration advisory in new investments, tax and organization areas

1990 -1993 Responsible for the Management Control of the Real State Sector in Sonae

Group

1993 -1998 Responsible by Management Control, Administrative Business and Tax

Direction of Sonae Imobiliária, SGPS, S.A

1998 -1999 Teaching the Subject of Financial Management of Cultural Management Course

in Instituto Empresarial Português

1998 -1999 Teaching the Subject of Tax in Training Course for Statutory Auditors in the

Statutory Auditors Chamber

1998 - 2001 Administrator responsible for the tax consultancy department of the Oporto

Ernst & Young office

1998 - 2001 Teaching the Subject of Advanced Accounting Topics of Post Graduate Course

in Corporate Finance of Lusíada University

1999 - 2002 Statutory Auditor and Partner of A. Santos, J. Alves e Associados, SROC

2002 - 2012 Statutory Auditor and Partner of UHY & Associados, SROC, Ltdª

2006-2012 Member of the Comissão Técnica dos Valores Mobiliários of Portuguese

Institute of Statutory Auditors

2007-2008 Teaching Taxation Subject of Tax of Post Graduate Course of Management

Oporto School of University of Oporto

2007 - 2011 Controller - reporter of the Quality Control Commission of Portuguese Institute

of Statutory Auditors


Statutory Auditor and Partner of Velosa, Silva, Mrques e Trabulol, SROC

President of Fiscal Council of Sonae MC, SGPS, SA

President of Fiscal Council of Sonae Indústria, SGPS, SA

Member of Fiscal Council of Visabeira Infraestruturas, Lda

President of Fiscal Council of Fundação Visabeira – Instituição de Solidariedade Social

President of the Superior Council of Fundação João e Fernanda Garcia, IPSS


Annex I



refers to:

António Augusto Almeida Trabulo – Substitute Member of the Statutory Audit

Committee

1. Are you holder of a qualified shareholding of 2% or more of share capital of

the company? No.

2. Were you re-elected for two or more mandates, either consecutive or

otherwise? If the answer is yes please detail the mandates.

No.


shareholding of 2% or more of the share capital of the company? If the answer

is yes, please identify the holder of the qualified shareholding.

No.

4. The Board of Directors, or any of its members, has knowledge that the

member of the statutory audit board/member of the board of the shareholders’

general meeting [delete the non-applicable] is, in any way, connected with

any specific group of interests in the company or is in any circumstance which

may affect his/her independent analysis within the decision-making process3?

If the answer is yes, please detail.

No.

5. The Board of Directors, or any of its members, has knowledge of any other

fact that, in any manner, can or may affect the independence of the member


meeting [delete the nonapplicable] to which this questionnaire refers to? If the

answer is yes, please detail. No.


2. As way of example, it should be disclosed the existence of any actual or past existence of any

mandate relationship with or without representation between the member of the statutory governing body and any holder of a qualified shareholding or any individual or legal person who acts on his/her/it behalf or that renders him/her/it the services provided in the following note.

3. By way of example, it should be reported any other type of relationships, the actual or past existence of a labour contract, or provision of services, namely economic, financial or legal as well as any other type of services, mediation, agency, commercial representation or franchise between, on one hand,

the member of the statutory governing body and, on the other, any shareholder holder of a qualified shareholding or any other individual or legal person who acts on behalf or for the interest of such participant or provide him/her/it the services referred to in this note.

Annex II



refers to:

António Augusto Almeida Trabulo – Substitute Member of the Statutory Audit

Committee


No



company(ies).

No.



No.



No.



No.







No.




No.



No.




No.


30th March 2020

António Augusto Almeida Trabulo

SHAREHOLDERS’ REMUNERATION COMMITTEE

Sonae SGPS, S.A., represented by Duarte Paulo Teixeira de Azevedo

Sontel BV, represented by Francisco Sánchez

Duarte Paulo Teixeira de Azevedo

Date of Birth

31 December 1965

Academic Curriculum

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 - Harvard Business School

Professional Experience – Sonae Group

1988-1990 Manager and Analyst of Projeto Novos Investimentos in Sonae Tecnologias de

Informação, S.A.

1990-1993 Manager of Projeto de Desenvolvimento Organizativo and Comercial Director in

Portugal in New Business in Sonae Indústria

1993-1996 Director of Planning and Strategic Control and Organizational Development in

Sonae Investimentos - SGPS, S.A. (currently Sonae - SGPS, S.A.)

1996-1998 Executive Director of Modelo Continente Hipermercados, SA (Merchandising, IT

e Marketing)

1998-2000 Chairman of the Executive Committee of Optimus - Telecomunicações, S.A.

(Operador Móvel)

2000- Abril 2007 Executive Director of Sonae - SGPS, S.A.

2002-2007 Chairman of the Executive Committee of Sonaecom, SGPS, S.A.

2002-2007 Chairman of the General Board of Público - Comunicação Social, S.A.

2003-2007 Chairman of the General Board of Glunz, AG

2004-2007 Chairman of the Board of Directors of Tableros de Fibras, S.A. (Tafisa)

2007-2014 Chairman of the Board of Directors of Sonaecom, SGPS, S.A.

2007- Abril 2015 Chairman of the Executive Committee of Sonae - SGPS, S.A.

2007- Março 2015 Vice President of the Board of Directors of Sonae Indústria, SGPS, S.A.

2007 - 2019 Chairman of the Board of Directors of Sonae Sierra, SGPS, S.A.

2007-2018 Chairman of the Board of Directors of Sonae Investimentos, SGPS, SA

(atualmente Sonae MC, SGPS, SA)

2008-2014 Chairman of the Board of Directors of MDS, SGPS, S.A.

2009-2013 Chairman of the Board of Directors of Sonaegest, Sociedade Gestora de

Fundos de Investimentos

2010-2013 Chairman of the Board of Directors of Sonae RP - Retail Properties

2010-2016 Chairman of the Board of Directors of Sonae - Sprecialized Retail , SGPS, S.A.

2010- 2019 Chairman of the Board of Directors of Sonae MC – Modelo Continente, SGPS,

SA (atualmente Modelo Continente, SGPS, SA)

2013-2018 Chairman of the Board of Directors of Sonae Center Serviços II, SA (atualmente

Sonae MC, Serviços Partilhados, SA)

2015-2019 Chairman of the Board of Directors and Co-CEO of Sonae - SGPS, SA

2018-2019 Chairman of the Board of Directors of Sonae Corporate, SA


Since April 2019 Chairman of the Board of Directors of Sonae - SGPS, S.A.

Since March 2015 Chairman of the Board of Directors of Sonae Indústria, SGPS, S.A.

Since March 2015 Chairman of the Board of Directors of Sonae Capital, SGPS, S.A.

Since May 2016 Chairman of the Board of Directors of Sonae Arauco, S.A.

Since July 1990 Member of the Board of Directors of Imparfin, SGPS, S.A.

Since December 2010 Member of the Board of Directors of Efanor Investimentos, SGPS, S.A.

Since December 2010 Member of the Board of Directors of Migracom, SGPS, S.A.

Since 2018 Member of the Board of Directors of EFANOR - Serviços de Apoio à Gestão,

S.A.

Since 2018 Chairman of the Board of Directors of Sonae Corporate, S.A.

Since 2018 Manager Partner of Okuk, Lda

Since 2018 Member of the Board of Directors of BA Glass I – Serviços de Gestão e

Investimentos, SA

2001-2002 Chairman of Apritel - Associação dos Operadores de Telecomunicações

2001-2008 Member of the General Council of Porto Business School

2004-2011 Member of the General Council of IPCG – Instituto Português de Corporate

Governance

2006-2013 Member of the Board of Founders of Fundação Casa da Música

2008-2009 Member of the General Council of AEP - Associação Empresarial de Portugal

2009-2014 Member of the Board of Trustees of AEP - Associação Empresarial de Portugal

2009-2015 Chairman of the Board of Trustees of Universidade do Porto

2012-2015 Member of the Board of COTEC

2012-2017 Member of the Board of Trustees of Fundação Belmiro de Azevedo

Since 2015 Member of Consejo Iberoamericano para La Productividad y la Competitividad

Since 2008 Member of ERT - European Round Table of Industrialists

Since 2013 Membrer of International Advisory Board of Allianz SE

Since 2019 Member of the Board of Directors and of Executive Commitee of Fundação

Belmiro de Azevedo


Francisco de La Fuente Sánchez

Birth date

2 January 1942


1965 – Degree in Electrical Engineering - Technical University

Professional Experience

2005-2012 Member of Advisory Council of Fórum para a Competitividade

2007-2012 Guest vowel of Conselho Nacional da Água

2007-2012 Vice-president and Non-Executive Chairman of Directors of EFACEC Capital

2007-2013 Chairman of the General Board of PROFORUM

2007-2013 Chairman of Conselho Nacional do Colégio de Engenharia Eletrotécnica da

Ordem dos Engenheiros

2010-2015 Chairman of the General Meeting of Iberwind - Desenvolvimento e Projetos.

S.A.

2009-2016 Member co-opted of the Conselho de Escola do Instituto Superior Técnico

2012-2016 Chairman of Direction of AAAIST - Associação de Antigos Alunos do Instituto

Superior Técnico

Since 2002 Member of the Board of Trustees of Fundação Luso-Espanhola

Since 2004 Member of the Board of Trustees of Fundação Luso-Brasileira

Since 2005 Member of Employers of Fundação Hidroelétrica del Cantábrico

2005-2009 Chairman of Fundação EDP

2003-2006 Chairman of Board of Directors of EDP - Energias de Portugal

Since 2017 Coopted member of General Counsel of Universidade de Lisboa


Non-Executive Director of Sonae Capital S.G.P.S., S.A.

Member of Remuneration Committee of Sonae, SGPS, S.A.

Coopted member of General Counsil of Universidade de Lisboa

Chairman of the General Meeting of APEDS - Associação Portuguesa de Engenheiros para o

Desenvolvimento Social

Chairman of the General Meeting of AAAIST - Associação de Antigos Alunos do Instituto

Superior Técnico

President of honor of Hidroelétrica del Cantábrico, S.A.

Member of Employers of Fundação Hidroelétrica del Cantábrico

Member of the Board of Trustees of Fundação Luso-Brasileira

Member of the Board of Trustees of Fundação Luso-Espanhola




To The Chairman of the Board of the

Shareholders’ General Meeting

SONAECOM, SGPS, S.A.


4471-909 Maia

Maia, 30 March 2020

Proposal nº 5

Considering that:

(i) Pursuant to the set forth in article 420, paragraph 2, sub-paragraph b) and article 446, paragraph 1,

both from the Portuguese Companies Act, the Statutory Audit Board of Sonaecom – SGPS, S.A.

(“Sonaecom” or the “Company”) has the competence to propose to the Company’s Shareholders’

General Meeting the election of its Statutory External Auditor;

(ii) Article 54, paragraph 3, of the New Statute of the Statutory Auditors Association (NEOROC), Law no.

140/2015, of 7 September, establishes that, in public interest entities, the maximum period of

functions of the Statutory External Auditor is of 2 or 3 mandates, depending on the mandates being of

4 or 3 years, respectively;

(iii) The current Statutory External Audit PricewaterhouseCoopers & Associados – Sociedade de Revisores

de Contas, Lda (“PWC”) was elected on the 29 April 2016 for the 2016-2019 mandate;

(iv) Hence pursuant to article 16, paragraphs 2 and 3 of (EU) Regulation no. 537/2014, of 16 April, the

proposal for the election of the Statutory external auditor for the renewal of mandate within the

maximum legal timeframes for holding office, as indicated in paragraph ii) above, does not require the

organization of any additional selected bid process, nor the presentation of any alternative proposal

with a justified preference for the election of one of the choices proposed;

In light of all of the aforementioned, as well as considering the activity developed by PWC during the last mandate

ending 2016-2019, which has earned the ongoing trust of the Statutory Audit Board, it is hereby proposed to the

Shareholders’ General Meeting, to elect as Statutory External Auditor of the Company, effective and substitute,

respectively, for the mandate corresponding to the mandate of 2020-2023:

- Effective: PWC – PRICE WATERHOUSE COOPERS & ASSOCIADOS, Sociedade de Revisores Oficiais de Contas, LDA.,

tax number 506 628 752, with its headquarter at Palácio Sottomayor, Rua Sousa Martins, 1 – 3º, 1069 – 316 Lisboa,

((SROC no. 183, registered at the CMVM with the no. 20161485), represented by Hermínio António Paulos Afonso

(ROC n.º 712, registered at the CMVM with the no 20160348), with professional address at Rua António Bessa Leite,

1516 B – 4º Esq. 4150-074 Porto) or by António Joaquim Brochado Correia (ROC n.º 1076, registered at the CMVM

with the no. 20160688), with professional address at Rua Pinho Leal, n.º 535, 4150-620 Porto);

- Alternate: Joaquim Miguel de Azevedo Barroso (ROC n.º: 1426, registered at the CMVM with the no. 20161036),

with head office at Rua Francisco Araújo Dantas 296 -3º, 4425-440 Maia.

Attached to this proposal is the information required by paragraph d) of number 1 of article 289 of the Portuguese

Company Law.

By the Statutory Audit Board

_______________________________


_______________________________


Appendix to Proposal n.º 5 Preparatory Information Shareholders’ General Meeting

(Article 289, paragraph 1 d) of the Code of Commercial Companies and

Article 21-C, paragraph 2 of the Securities Code)

STATUTORY EXTERNAL AUDITOR

(Translation from the Portuguese original)

Dear Sir Chairman of the Board of the Shareholders’ General Meeting Sonaecom - SGPS, S.A. Lugar do Espido - Via Norte 4470-177 Maia

30th March 2020

Dear Sir,

For the purposes of article 289, paragraph 1, subparagraph d), of the Portuguese Companies Act (“Código das Sociedades Comerciais”) we hereby declare that this entity, its partners, managers as well as the people strictly connected to them, do not hold any share of Sonaecom – SGPS, S.A. or of any of its controlling or controlled companies.

We additionally state that this statutory audit firm (“Sociedade de Revisores Oficiais de Contas”), during the last five years, and in accordance with articles 262 and 413 of the abovementioned Act, has been nominated as external statutory auditor of a significant number of companies, the listing of which is exhaustive and provided to the Portuguese Association of Statutory Auditors (“Ordem dos Revisores Oficiais de Contas”).

We attach to this letter the curricula vitae of our partners Hermínio António Paulos Afonso and António Joaquim Brochado Correia, as representatives of this entity.

Yours faithfully

PricewaterhouseCoopers & Associados – Sociedade de Revisores Oficiais de Contas, Lda. Represented by:

Hermínio António Paulos Afonso António Joaquim Brochado Correia (Portuguese citizen card no. 05715617 4ZY1 valid until 10/09/2020) (Portuguese citizen card no. 096637650ZY7 valid until 30/11/2027)

HPA/ABC/MRF/cb

PricewaterhouseCoopers & Associados – Sociedade de Revisores Oficiais de Contas, Lda. o’Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel: +351 225 433 000, Fax: +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 506 628 752, Capital Social Euros 314.000

Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 20161485

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, Portugal

http://www.pwc.pt/

(Translation from the Portuguese original)

Hermínio António Paulos Afonso

Rua António Bessa Leite, 1516 B, 4.º Esq 4150-074 PORTO

Hermínio António Paulos Afonso, married, born on 15th August 1961, in the county of Bragança. He holds a Bachelor's Degree in Accounting and a degree in Financial Management from the Instituto Superior de Accounting and Administration of Porto.

He has been a partner of PricewaterhouseCoopers since 1996 and has been a Statutory External Auditor since 1990, being responsible for the coordination of several Audit and Statutory Accounts Audit Clients, namely Groups Sonae SGPS, Sonaecom Sonaecom, Robert Bosch Portugal, CPC DI, PrioEnergy, Douro Azul, Elevolution e Sodecia, well as Vodafone Portugal.

Partner in charge of PwC's office in Porto, member of the Technical Committee and Supervisory Board of PwC Portugal and Responsible for issues related to IAS / IFRS in the Porto office, having participated as lecturer in several courses related to this theme and in several projects of conversion of POC for IAS / IFRS and SNC.

Leads PWC’s Consumer Markets & Retail sector in Portugal, Angola and Cabo Verde.

Participant and monitor in various audit courses taught under the PricewaterhouseCoopers internal training programme. He also taught Audit classes in the course of Audit and Internal Control in ISAG and in the Master of Audit in ISCAP.

Has been working, for more than five years, as an exclusive Statutory External Auditor in PricewaterhouseCoopers & Associados, S.R.O.C., Lda., and is enrolled in the Portuguese Association of Statutory Auditors with the number 712.

Holds no shares of Sonaecom S.G.P.S., S.A.

Porto, 30th March 2020

Hermínio António Paulos Afonso (Portuguese citizen card no. 05715617 4ZY1 valid until 10/09/2020)

António Joaquim Brochado Correia Rua Pinho Leal, n ° 535 4150-620 Porto

António Joaquim Brochado Correia, married, born on 26th June 1969, in the county of Cinfães. Holds a degree in Business Administration and Management from Universidade Católica Portuguesa (1988-1993). Partner of PricewaterhouseCoopers since 2003 and Statutory External Auditor since 1999, with no 1076, and CMVM register nº 20160688, being responsible for the coordination of several Audit and Statutory Accounts Audit clients, namely Groups Soja, Ferpinta, Galp Mota-Engil, Sogrape, TAP, Sousa e SATA (Açores). Lecturer in postgraduate courses and MBA in Auditing, Management, Sustainable Development and Internationalization in some Higher Education Institutions. During 2004 he was absent from the country for 4 months in international training and sustainability actions in England, Sweden, Peru and the United States. Responsible for the Technical Committee on Corporate Social Responsibility of the Order of Statutory Auditors between 2007 and 2011. Portuguese representative at the Fédération des Experts Européennes in Brussels for the topics of sustainability and corporate responsibility between 2008 and 2011. Between 2003 and 2006 he took on the role in Portugal of the coordinator of the “Sarbanes-Oxley Act 2002” law. He was responsible for Management Consulting from 2005 to 2012, having led the Consulting department in Portugal between 2011 and 2013. He has been a Global Relationship Partner at the firm since 2006.

For more than five years, he has been working as an exclusive statutory external auditor in PricewaterhouseCoopers & Associados, S.R.O.C., Lda., and is enrolled in the Portuguese Association of Statutory Auditors with the number 1076.

Territory Senior Partner PwC Portugal, Angola e Cabo Verde

Holds no shares of Sonaecom – S.G.P.S., S.A.

Porto, 30th March 2020

António Joaquim Brochado Correia (Portuguese citizen card no. 096637650 ZY7 valid until 30/11/2027)

Joaquim Miguel de Azevedo Barroso Rua Francisco de Araújo Dantas, 296 – 3.º 4425 – 440 Maia

Joaquim Miguel de Azevedo Barroso, married, was born on 2nd June 2 1978 in the county of Porto. Joined PricewaterhouseCoopers & Associados, S.R.O.C., Lda., in in 2001 and is a Partner since 2015.

Holds a graduate degree in Economics from the Faculty of Economics of Porto. Statutory External Auditor since 2010.

Leads PWC’s Industrial Manufacturing & Automative sector in Portugal, Angola and Cabo Verde.

Coordinates financial audit and internal control system teams working for clients in several business areas.

Among its main clients are: Amorim Group, Taylor Group, Trofasaúde Group, Efacec Group, Super Bock Group and Sonae Capital Group.

He was lectured several internal and external courses on IAS / IFRS and NCRF and was responsible for several accounts IFRS and NCFR adaptation projects. Responsible for recruiting for the Audit area, in the Porto office, since 2016. Holds no shares of Sonaecom - SGPS, S.A.

Porto, 5th April 2020

Joaquim Miguel de Azevedo Barroso (Portuguese citizen card no. 112562208 6 ZX10 valid until 29/12/2029)

MB/MRF/cb

SHAREHOLDERS’ REMUNERATION COMMITTEE SONAECOM, SGPS, S.A.

1



To the Chairman of the Board of the



Lugar do Espido,

Via Norte

4470-177 Maia

Maia, 20th March 2020

Proposal no. 6

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

the terms and for the purposes of number 1 of article 2 of Law 28/2009 of 19 June, amended by the

Decree-Law nº 157/2014 of 24 October, that the Remuneration and Compensation Policy to be

applied to the Company’s Statutory Governing Bodies, as well as the Stock Plan Policy that will be

applied by the Remunerations Committee as follows:

1. Principles of the Remuneration and Compensation Policy for the members of the

Statutory Governing Bodies:

The Remuneration and Compensation Policy to be applied to the Statutory Governing Bodies

complies with European Commission guidelines, Portuguese law the Portuguese Institute of

Corporate Governance (IPCG) Recommendations contained in the IPCG Corporate Governance

Code, published in 2018, in accordance with the established Protocol between IPCG and

Portuguese Securities Exchange Commission (“CMVM”), on 13th of October of 2017, which

introduced a model for self-regulation of the recommendatory corporate governance, and revoked

the CMVM Corporate Governance Code (2013) and promoted the implementation of a unique code,

prepared by the IPCG, who shall have the role to interpret and apply it, as well as to qualitatively

and annually assess the governance structures and practices of listed companies. The present

Policy is based on the understanding that initiative, competence and commitment are the essential

foundations for delivering good performance, and that Remuneration Policy should be aligned with

the medium and long term interests of the Company, in order to achieve sustainability, and based

in 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


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and material contribute to the sustainability of the Company’s businesses. 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 Korn Ferry.

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 market practice the potential

maximum amount of remuneration, both individually as well as in aggregate 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 namely consider, alongside other factors, the profile and the background of the member, the

nature and the description of the role and the competencies of the statutory governing body and of

the member itself, as well as the degree of direct correlation between the individual performance

and the business performance.

For the assessment of the market practice reference values, it is considered the median

compensation for Europe’s top tier executives’ fixed remuneration and the third quartile for variable

remuneration. The companies that make up the pool of comparable companies are those with

securities traded at Euronext Lisbon regulated market.

* when applicable

Board of Directors

Components

Market

Positioning

Circumstances when

the amounts are due

Executive

Directors

Fixed Base

Remuneration

Median

N/A

Variable Short Term

Variable Bonus

(STVB)

Third Quartile Compliance with objective

and subjective KPIs

Medium Term Variable Bonus

(MTVB)

Third Quartile

Compliance with objective

and subjective KPIs

Non Executive

Directors*

Fixed

Remuneration

Median N/A

Statutory Audit

Board

Fixed

Remuneration

Median

N/A

External Auditor

Fixed

Remuneration

Median N/A


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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 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 shareholders’ interests

Part of the variable bonus of the executive directors, when applicable, 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 deferral period. This way, it is ensured an

alignment of the director with shareholder’s interests and with medium term performance, looking

at the sustainability of the business.

Transparency

Every aspects of the remuneration structure are clear and openly published, either internally as well

as externally, through the publicity of the documentation in the Company’s website. This

communication process contributes to promote equity and independence.

Reasonableness

The Policy intends to ensure a balance between Sonaecom’s interests, market position, the

members of the governing bodies’ expectations and motivations, and talent retention.

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

contemplating any compensation to directors or to the members of other statutory governing bodies,

related to the termination of a mandate, irrespective of such termination occurring at the end of the

respective mandate or at an early stage, and of reason or cause, without prejudice to the Company’s

obligation to comply with the applicable law in this matter.

The Remuneration and Compensation Policy does not include any system of benefits, particularly

retirement benefits, in favour of the members of the statutory governing bodies.

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, executive directors shall not enter into agreements with the Company or third


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parties that have the effect of mitigating the risk inherent to the variability of their remuneration

awarded by the Company.

2. To implement these principles set out above, the Remuneration and Compensation of

the members of the Statutory Governing Bodies shall respect the following rules:

Executive Board Members

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 behaviors that involves excessive risk-taking. This objective is also

reinforced by the fact that each Key Performance Indicator is limited to a maximum value.

The remuneration of Executive Directors normally includes two components: (i) a fixed

component, which includes a Base Remuneration paid with reference to one year period

(remuneration is paid in 12 months) and an annual responsibility allowance, (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 targets and objectives fixed in the previous year and which is divided

into two parts (a) a Short Term Variable Bonus which is paid immediately after it is awarded, and

(b) a Medium Term Variable Bonus which vests and is paid after a 3 years deferral period,

considering that the exposure of Executive Directors to fluctuations in the share price is the most

appropriate way to align the interests of Executive Director with those of shareholders.

(i) The fixed remuneration of an Executive Director is based on the personal competences and

level of responsibility of the function exercised and is reviewed annually. Each Executive Director

is attributed a classification named internally as a Management Level (“Grupo Funcional”).

Executive Directors 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 Korn Ferry’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 aims at directing and rewarding directors for the accomplishment of pre-

defined objectives, based on the performance of the Company, of working teams under their

responsibility and of their own individual performance, and is attributed once the year’s result is

known and performance assessment has been concluded.

- The Short Term Variable Bonus (STVB) 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 decision


5

of the Shareholders’ Remuneration Committee, be paid, within the same

deadline, in shares, subject to the terms and conditions setforth below for the

Medium Term variable Bonus; and,

- The Medium Term Variable Bonus (MTVB) or (MTIP) is designed to enhance the

sense of connection between the Executive Directors and the Company, aligning

their interests with the interests of the shareholders and increasing their

performance on the overall success of the organization. The MTVB value

awarded corresponds to at least 50% of the total value of the variable bonus for

each performance year.

a) Criteria of attribution and measurement of the variable premium

The short term 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 objectives. Those objectives are divided either in collective and departmental

KPIs. The collective KPIs are based on economic and financial objectives accordingly with

the Company’s budget, the performance of each business unit as well as the consolidated

results of the Company. The departmental KPIs have a similar nature and are directly

influenced by the performance of the Executive Director. The remaining 30% are

determined by the achievement of individual 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 Shareholders’ Remuneration Committee. This

assessment takes places after the results of the Company are known.

b) Variable bonus limitation Mechanisms

Taking into account the two variable components, the target values set in advance range

between 30% and 65% of the total annual remuneration (fixed remuneration and target

variable bonus).

At the time of determining the 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 weigh of the variable component attributed in relation to the total amount of annual

remuneration depends on two factors: (i) the objective amount of the variable component;

and (ii) the level of achievement of the set objectives.

c) Mechanisms based on the allocation of shares of the Company and on the variable

remuneration payment deferral


6

The MTIP contemplates a period of four years, considering the year to which it relates and

the deferral period of three years. The amount in euro is divided by the average closing

share price, to determine the number of shares to be granted. The amount converted in

shares will be adjusted for any changes occurred in equity or dividends (Total Share

Return) for a deferred period of 3 years.

The maturity of this component of the variable premium is subject to the maintenance of

the professional relationship between the director and the company for a period of 3 years,

as well as to the continued positive performance of the company over this period, which

will be assessed in accordance with criteria to be defined by the Remuneration Committee.

Aiming to ensure a policy that strengthens the alignment of Executive Directors with the

company’s long term objectives, the Remuneration Committee can, at its sole discretion,

determine an Executive Director’s co-payment in the acquisition of shares, which will

correspond to a percentage of the share price, up to 5% of its share price at the date of the

share transmission.

On the vesting date, the Company has the choice to settle in cash instead of shares.

The payment of the variable remuneration in cash can be made through any of the

approaches for revocation of the obligation provided in the Portuguese law and articles of

association.

The full Policy Regulation of the Share Plan to be applied by the Remuneration Committee

is attached to this proposal.

Non-Executive Board Members

The remuneration of Non-Executive Directors, when existing, will be determined according to

market data and based on the following principles: (i) payment of a fixed remuneration, dependent

on the presence at the Board of Directors meetings; (ii) payment of an annual responsibility

allowance. There will be no payment of a variable remuneration of any kind.

Statutory Audit Board

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, benchmarked against the market.

Board of the Shareholders’ General Meeting


7

Remuneration of the members of the Board of the Shareholders’ General Meeting is made up of

a fixed amount, based on the Company situation and market practices.

3. Regarding the 2019 financial exercise, and in order to comply with IPGC’s Code

recommendation V.2.3, it is hereby additionally disclosed:

3.1. The remuneration attributed by the Company to the members of the Board of Directors:

In the attribution of total remuneration, the Company’s Shareholders Remuneration Committee

applied, in a regular and ordinary way, the principles and rules of the Remuneration and

Compensation Policy of the Statutory Governing Bodies as approved at the Shareholders’ General

Meeting held on 30 April 2019, as below detailed (and considering that the content of the present

proposal constitutes a renewal of such principles and rules, for the ease of reading reference is

hereby made to the relevant sections of this proposal):

a) The fixed remuneration considers the median of market values applicable to the fixed

remuneration, as per paragraph a) of point (ii) of section 2 above;

b) any other roles and responsibilities performed in Sonaecom’s affiliated companies were also

considered;

c) The short term performance bonus corresponds to the executive director’s performance as per

paragraph a) of point (ii) of section 2 above, having been considered the degree of accomplishment

of the individual and collective KPIs (departmental and business) as well as the weight of the

objective value of the variable component, according to the table included in paragraph b) of point

(ii) of the same section 2, and attributed the corresponding short term bonus. When weighing the

KPIs degree of accomplishment, in relation to each of the executive directors, it was respectively

considered economic and financial indicators assessing the sustainable development of the

company and of the Group, defined according to budget, performance of each business unit and

the Company’s consolidated performance (collective KPIs), as well each director’s specific

contribution to business performance (departmental KPIs); and objective and subject indicators


8

that, for the reference period, assessed the level of fulfilment of the duties and responsibilities

individually undertaken by each executive director (individual KPIs);

d) The medium term performance bonus was attributed according to the set forth in paragraph c)

of point (ii) of section 2 above, in light of share price evolution of the number of shares representing

the conversion of the objective reference value established in 2015, as 3 years have passed since

the attribution year, thereby ensuring the alignment of the interest of executive directors with the

Company’s medium and long term sustainable interest;

e) No agreements were executed with the object of attributing loss of office based compensations

to directors, or that establish the possibility of restitution of the variable component, without

prejudice to the Company’s obligation to comply with the applicable legal provisions in this matter.

3.2. Remuneration of the members of the Board of Directors by Company’s subsidiaries:

3.3 Summary of the MTPB Plans of the Company’s Executive Board Directors:

Maia, 20th March 2020

On behalf of the Remuneration Committee,

Duarte Paulo Teixeira de Azevedo

Francisco de La Fuente Sánchez

for 2018 were restated considering amounts paid by another company of the group.


1

NON-binding translation


Appendix of Declaration of the Remuneration Committee about the Remuneration and Compensation Policy for statutory governing bodies of

Sonaecom

STOCK PLAN POLICY (Medium term variable bonus – MTVB)

Characteristics and Regulation

1. Characteristics of MTVB

MTVB is one of the components of Sonaecom’s Remuneration and Compensation Policy. This plan may be composed of Sonaecom’s and/or Sonae – SGPS, S.A. shares and is distinct from others due to its restrictive and volunteer nature, with attribution conditional to the eligibility rules described in this document.

MTVB allows participants to share with shareholders value created, through their direct intervention in strategy definition and business management, based on the result of the annual performance evaluation.

2. Scope of MTVB

MTVB aims to align executive directors’ interests with the objectives of the organisation, strengthening their commitment and the perception of the importance of their performance to Sonaecom’s success, reflected in the market capitalisation of the share.

3. Elegibility

Executive directors of Sonaecom, SGPS, SA. are eligible for the attribution of the MTVB.

4. Duration of MTVB

MTVB is set on an annual basis, for a period of three years (thus contemplating a period of four years, considering the year to which it relates and the deferral period of three years). From the beginning of the third consecutive plan, in each moment, three plans with three year duration will coexist.


2

5. MTVB reference amount

The MTVB is valued at the date of attribution using prices which represent the price of the share, in the Portuguese stock market, considering for this effect the most favourable of the following: closing share price of the first day of trading after the General Meeting of Shareholders or the average closing share price (regarding the thirty-day period of trading prior to the General Meeting of Shareholders). Members entitled to MTVB have the right to acquire a number of shares corresponding to the division between the amount of MTVB granted and the price of the share at the date of attribution calculated under the terms of the previous paragraph. Such right can be exercised three years after attribution. The maturity of this component of the variable premium is subject to the maintenance of the professional relationship between the director and the company for a period of 3 years, as well as to the continued positive performance of the company over this period, which will be assessed in accordance with criteria to be defined by the Remuneration Committee. Aiming to ensure a policy that strengthens the alignment of executive directors with the company’s long term objectives, the Remuneration Committee can, at its sole discretion, determine an executive director’s co-payment in the acquisition of shares, which will correspond to a percentage of the share price, up to 5% of its share price at the date of the share transmission.

If dividends are distributed, changes in the nominal value of shares or in the share capital of the company occur or any other change in equity with impact in the economic value of attributed rights, after the granting date and before its exercise, the amount converted in shares will be adjusted to an equivalent figure considering the effect of the mentioned changes. The MTVB reference value (% of target total variable remuneration) shall correspond to at least fifty percent (50%),

6. Delivery by the Company

At the moment of the exercise of the share acquisition right under the MTVB, the Company reserves itself the right of, instead of the shares, allowing its acquisition at a discounted price or of delivering the cash equivalent amount of the shares market value at the date of the exercise of the right.

7. Due date of MTVB

The right to acquire shares granted via MTVB expires, the period of deferral, this is three years after its attribution.

8. Conditions to exercise acquisition rights

The right to exercise acquisition rights of shares granted under MTVB plans expires if the contractual link between the member and the company ceases before the three year period subsequent to its attribution, notwithstanding situations included in the following paragraphs. The right will remain valid in case of permanent incapacity or death of the member, in which case payment is made to the member himself or to his/her heirs on the vesting date.


3

In case of retirement of the member, the attributed right can be exercised in the respective vesting date. The current policy is extensive to all active plans regarding which shares have not yet been transmitted. To ensure the effectiveness and transparency of the principles of the Remuneration and Compensation Policy, it was established that the Executive Directors of the Sonaecom SGPS SA, shall 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 Sonaecom SGPS, S.A..

SONAE SGPS SA T (+351) 22 948 75 22 Edifício 1.A T (+351) 22 948 76 22

Lugar do Espido Via Norte F (+351 22 948 77 22)

471-909 Maia

Portugal www.sonae.pt Sociedade Aberta – Capital Social €2 000 000 000 | C.R.C. da Maia (Matrícula n.º 45466) | Pessoa Coletiva nº 500 273 170

To the Chairman of the Board of the

Shareholders’ General Meeting of

SONAECOM, SGPS, S.A. Lugar do Espido, Via Norte,

4471-909 Maia

Maia, 30 March 2020

Proposal nº 7

Proposal

We propose that the compensation policy of the members of the Shareholders’ Remuneration Committee,

adopted for the mandate of 2020/2023, consists in the attribution of the annual fixed amount of 5.000,00

Euros to be paid to each member, only if that member does not hold positions in any of the statutory

governing bodies of the Company or of any of its controlled or in a group relationship companies, or is not

remunerated for such held positions.


SONAECOM, S.G.P.S., S. A. Public Company

Head Office: Lugar do Espido, Via Norte, Maia

Registered at the Maia Commercial Registry Sole Registry and Tax Id nr. 502 028 351








4470-177 Maia

Maia, 30 March 2020

Proposal number 8

We propose that approval be granted to the Board of Directors to:

a) purchase own shares, over the next 18 months, on the regulated market or over-the-counter,

if the seller is i) a company directly or indirectly controlled by this Company, or ii) any other

entity, including financial institutions, for the fulfilment of legal or contractual obligations,

including but not limited to those arising from derivatives, or similar financial instruments,

guarantees granted for the benefit of the Company or of companies directly or indirectly

controlled by the Company, or payment in kind or transfer in lieu of payment, among others,

and, in any case, up to the limit of 10 % of the share capital consolidated with the shares

purchased by companies directly or indirectly controlled by this Company (as set out in

Paragraph 2 of Article 317 of Portuguese Company Law), and for a price per share not lower

than the average of the last 10 quoted share prices prior to the date of purchase, less 50%,

and not higher than the average of the last 10 quoted prices prior to the date of purchase,

plus 10%.

b) sell on the regulated market, or over-the-counter, including in case the buyer is a company

directly or indirectly controlled by this Company, over the next 18 months and up to the limit

permitted by Portuguese Company Law, a minimum of one hundred own shares, for a price

per share not lower than the average of the last 10 quoted share prices prior to the date of

sale, less 10% per share, but without restricting the implementation of any share sales or

awards required to fulfill the Sonaecom Medium Term Incentive Plan.

SONAECOM, S.G.P.S., S. A. Public Company

Head Office: Lugar do Espido, Via Norte, Maia

Registered at the Maia Commercial Registry Sole Registry and Tax Id nr. 502 028 351


Furthermore, the Board of Directors shall have the power to decide if and when such transactions

should be made – and which may include the sale or award of shares to Executive Members of

the Board of Directors and employees of the Company or of companies controlled or jointly

controlled, provided they strictly comply with the terms of the Sonaecom’s Remuneration policy,

previously approved by shareholders -, always taking into consideration market conditions and

the interests of the Company and its shareholders, as well as the rules set forth by Regulation

(EU) No 596/2014 of the European Parliament and of the Council, of 16 April.



Public Company Head Office: Lugar do Espido, Via Norte, Maia

Registered at the Maia Commercial Registry

Sole Registry and Tax Id nr. 502 028 351 Share Capital: Euro 230.391.627,38







4470-177 Maia

Maia, 30 March, 2020

Proposal number 9

We propose that, under the terms of Paragraph 2 of Article 325-B of Portuguese Company Law,

companies controlled, directly or indirectly, by this Company (as defined in Article 486 of

Portuguese Company Law) are authorized to purchase and hold shares issued by this Company.

Such shares are to be purchased in a regulated market, or over the counter, if the purchase is i)

from this Company or from a company directly or indirectly controlled by this Company or ii) any

other entity, including financial institutions, for the fulfilment of legal or contractual obligations,

including but not limited to those arising from derivatives, or similar financial instruments,

guarantees granted for the benefit of the Company or of companies directly or indirectly controlled

or co-controlled by the Company, or payment in kind or transfer in lieu of payment, among others,

and in any case over the next 18 months and up to the limit of 10%, when consolidated in this

Company, for a price per share, not lower than the average share price of the last 10 trading

sessions prior to the date of purchase, less 50%, and not higher than the average share price of

the last 10 trading sessions prior to the date of purchase, plus 10% per share.

The purchases authorised above, shall be carried out by the Board of Directors of the respective

companies, taking into account their requirements, such as the sale or transfer of shares to

Members of their Boards of Directors and to managers, as required by the remuneration policy

they have adopted, and taking into consideration market conditions and the interests of the

companies and their respective shareholders, and the rules set forth by Regulation (EU) No

596/2014 of the European Parliament and of the Council, of 16 April.


to the chairman of the shareholders’ general meeting of ... · head office: lugar do espido, via...

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