GENERAL MEETING OF MARTIFER - SGPS, S.A.
14th May 2015
PROPOSAL IN CONNECTION TO ITEM 5 OF THE AGENDA
(To resolve, in accordance with paragraph 4 of article 393 of the Portuguese Companies Code, upon the ratification of the
the co-optation effected by the Board of Directors, at its meeting on January 6, 2015, of a new member of the Board of
Directors in order to complete the current term of office)
Considering:
A) The resignation from the member of the Board of Directors of Martifer SGPS, SA submitted
on January 6, 2015 by Mr. Mário Rui Rodrigues Matias;
B) That pursuant Article 9, paragraph 10 of the Articles of Association, in the event of
permanent vacancy of one member, the director shall be replaced under the terms of the
applicable legislation;
C) That, pursuant to Article 393, paragraph 3 of the Portuguese Companies Code, in the
definitive absence of a director and in the absence of alternate directors, the Company shall
proceed to the replacement of the director by co-optation;
D) That the Board of Directors has resolved, in the Board of Directors MEETING held on
January 6, 2015 and in accordance with article 393º, no. 3, b) of the Portuguese Companies
Code, to co-opt Mr. Pedro Nuno Cardoso Abreu Moreira as Director of the company for the
current term;
E) The recognized professional and personal qualifications of the appointed director,
F) The provisions of paragraph 4 of Article 393. of the Portuguese Companies Code, under
which, the cooptation of a Board member should be submitted for ratification at the next
general meeting.
It is proposed:
To ratify, pursuant paragraph 4 of Article 393 of the Portuguese Companies Code, the cooptation of
Mr. Pedro Nuno Cardoso Abreu Moreira as Member of the Board of Directors.
Oliveira de Frades, the 21st of April, 2015
THE BOARD OF DIRECTORS,
MEMBER OF THE BOARD OF DIRECTORS WHOSE APPOINTMENT IS SUBMITTED TO
THE RATIFICATION OF THE GENERAL MEETING OF SHAREHOLDERS OF MARTIFER SGPS, SA OF MAY 14, 2015
PEDRO NUNO CARDOSO ABREU MOREIRA
Professional Qualifications:
Has a degree in Economics at Faculdade de Economia da Universidade do Porto (1999), and has been
granted an Advanced Management Programme for Managers by Oporto Business School and an InCompany Executive Training Programme by AESE Business School.
Activities:
Has extensive international experience, initially being appointed to perform corporate financial
coordination functions within Mota Engil Group's operations in Central Europe, Africa and Latin
America; lived between 2008 and 2014 in Warsaw and Budapest, and was appointed to several board
positions of the Mota-Engil Group's operations in Central Europe in the areas of Real Estate, PPP /
PFI, M&A and Corporate Development. During this period was appointed as member of the Board of
Directors at several companies within Mota Engil Group, notably Mota Engil Central Europe SA
(Poland), Mota-Engil Real Estate Management (Holding Real Estate Central Europe), Mota Engil EC
CZ (Czech Republic) Mota-Engil EC Slovakia (Slovakia), Mota-Engil Magyar (Hungary), Mota Engil
EC RO (Romania)), Mota-Engil Brand Management (Netherlands), Mota-Engil Brand Development
(Ireland).
Executive member of the Board of Directors of Martifer - SGPS, SA, since January 6, 2015.
Positions held within the Martifer Group:
Member of the Board of Directors:
MARTIFER - SGPS, S.A.
MARTIFER METALLIC CONSTRUCTIONS SGPS, S.A.
MARTIFER SOLAR SGPS, S.A.
MARTIFER RENEWABLES – SGPS, S.A.
MARTIFER ENERGY SYSTEMS – SGPS, S.A.
MARTIFER GLOBAL – SGPS, S.A.
MARTIFER - CONSTRUÇÕES METALOMECÂNICAS, S.A.
MARTIFER – ALUMÍNIOS, S.A.
MARTIFER SOLAR, S.A.
MARTIFER INOVAÇÃO E GESTÃO, S.A.
NAVALRIA – DOCAS, CONSTRUÇÕES E REPARAÇÕES
NAVAIS S.A.
MARTIFER – GESTÃO DE INVESTIMENTOS, S.A.
MARTIFER-AMAL S.A.
GEBOX, S.A.
NAGATEL VISEU, S.A.
SOCIEDADE MADEIRAS DO VOUGA, S.A.
Positions held in other companies outside the Group:
He does not hold any position in companies outside the Group.
Number of shares held in the Company:
He does not hold shares of Martifer SGPS, SA