[This translation into English of the Portuguese document was made only for the convenience of nonPortuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.]
GENERAL MEETING OF MARTIFER - SGPS, S.A.
10th April 2013
PROPOSAL REGARDING ITEM 7 OF THE AGENDA
(To resolve upon the resignation of the current Statutory Auditor and the proposal of election of the Statutory Auditor or Statutory
Auditors Company for the current term corresponding to the three-year period 2012-2014)
Considering:
a) That the statutory auditor of Martifer, SGPS, S.A., who was elected at the Martifer’ shareholders
general meeting of 11th April 2012, has resigned to the position of statutory auditor on 25th
February 2013;
b) That the resignation resulted from the fact that the statutory auditor has incorporated a
statutory auditors company which is not yet registered with the Portuguese Securities Market
Commission, pursuant to article 6 of the CMVM Regulation no. 6/2000;
c) That, pursuant to article 420.2 b) of the Comercial Companies Code, the Supervisory Board of
the Company is responsible to propose before shareholders general meeting the appointment of
the statutory auditor or a statutory auditors company;
d) That PricewaterhouseCoopers & Associados – SROC, Lda. is the External Auditor of Martifer, SGPS,
S.A since 2010.
Proposal of list of Statutory Auditor
With respect to Item 7 of the agenda of shareholders general meeting of Martifer - SGPS, S.A. of 10th
April 2013, the Supervisory Board propose the shareholders general meeting to resolve upon the election
of the following Statutory Auditor or Statutory Auditors Company for the current term corresponding to the three-year
period 2012-2014:
Statutory Auditor:
Efective:
PRICEWATERHOUSECOOPERS & Associados – Sociedade de Revisores Oficiais de
Contas, Lda., NIPC 506 628 752, with registered office at Palácio Sottomayor, Rua
Sousa Martins, 1 – 3º, 1050-217 Lisboa, registered with OROC under no. 183 e
registered with CMVM under no. 9077, represented by Mr. Hermínio António Paulos
Afonso, ROC no. 712, who may substituted by Mr. António Joaquim Brochado Correia,
ROC no. 1076.
Alternate:
Mr. JOSÉ PEREIRA ALVES, NIF 105 189 030, ROC no. 711, with professional
residence at Rua Alfredo Keil, 257 A - 3º Esqº – 4150-049 Porto.
This proposal is supported with the information required pursuant to article 289.1 d) of the Comercial
Companies Code.
Oliveira de Frades, 19th March 2013
THE SUPERVISORY BOARD,
ANNEX
Names, professional qualifications, experience and positions held in Martifer and other
companies over the last five years and the number of shares held in Martifer by the entities
included on the proposal of Item 7 of the Agenda:
PRICEWATERHOUSECOOPERS & ASSOCIADOS – SOCIEDADE DE REVISORES
OFICIAIS DE CONTAS, LDA
(Statutory Auditor)
Registered with the OROC under no. 183 and registered with CMVM under no. 9077.
Pursuant to article 289 d) of the Commercial Companies Code does not hold shares of the company
Martifer SGPS, S.A..
Statement and curriculum vitae of the representatives are enclosed.
DR. JOSÉ PEREIRA ALVES
(Statutory Auditor, Alternate)
Registered with the OROC under no. 711.
Pursuant to article 289 d) of the Commercial Companies Code does not hold shares of the company
Martifer SGPS, S.A..
Curriculum vitae is enclosed
Exmo. Senhor
Presidente da Mesa da Assembleia Geral da
Martifer, S. G. P. S., S. A.
Zona Industrial, Apartado 17
3684-001 Oliveira de Frades
19 de março de 2013
Exmo. Senhor
Para os efeitos previstos nos artigos 248º-B do Código dos Valores Mobiliários, 14.º do Regulamento
CMVM 5/2008 e n.º 1 do artigo 289º do Código das Sociedades Comerciais, declaramos que esta
sociedade, seus sócios e gerentes, bem como as pessoas com eles estreitamente relacionadas, não detêm e
não efetuaram quaisquer transações de ações da Martifer, S. G. P. S., S. A. ou de sociedades que estejam
em relação de domínio ou de grupo com a mesma.
Mais declaramos que esta Sociedade de Revisores Oficiais de Contas desempenhou, desde o exercício de
2010, as funções de Auditor Externo da Martifer, S.G.P.S., S. A.
Sem outro assunto de momento, apresentamos os nossos melhores cumprimentos.
De V. Exa.
Atentamente
A Gerência
Hermínio António Paulos Afonso
António Joaquim Brochado Correia
(Cartão de cidadão nº 05715617 4ZZ9 válido até 13/09/2015)
(Cartão de cidadão nº 09663765 0ZZ5 válido até 26/12/2017)
HPA/ABC/cr
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.com/pt
Matriculada na Conservatória do Registo Comercial 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 Comissão do Mercado de Valores Mobiliários
sob o nº 9077
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.
Hermínio António Paulos Afonso
Education/Degree
Degree in Accountancy and Administration and in Financial Management by the
Institute of Accountancy and Administration (Oporto University).
Chartered Accountant (“Revisor Oficial de Contas”).
Years of work
experience
26 years experience completed in September 2010 in PwC Portugal, including some
assignments in Angola (Sonangol and Texaco) and Cape Verde
Role in PwC
Hermínio is a Partner in the Assurance Services at the PwC Oporto office and is the
responsible for the Cape Verde office and for the training and implementation
IAS/IFRS projects in the North of Portugal.
Main experiences
He had a relevant experience in some industries, namely Telecommunications ( T+
in Cape Verde), Metallic Construction (Martifer), Tourism (Tecnicil in Cape Verde,
Douro Azul), Transports & Logistics (Transitrans), Retail (Decatlon, Froiz,
Benetton), Utilities (water and electricity producer and distribution) (Águas de
Portugal, Martifer Solar, Martifer Energy, Indáqua and Electra in Cape Verde),
Automotive components and retail (Bosch, Borgstena, Copo, Gamobar and CIE
group), Air line transports (Halcyonair in Cape Verde), Forest & Paper (panel
products) (Sonae Industria, Finsa), Chemical production (Cires.Shin Etsu group),
Realty (Tecnicil in Cape Verde, Chamartin, Acordo and Sonae Capital), Food
(restaurants) (Ibersol). Before the entrance in the University Hermínio was teacher
in a school during one year.
For several years Hermínio was the responsible for the recruitment at the Oporto
office.
Attendance on several courses promoted by PricewaterhouseCoopers, including the
“Train to trainers course” and the “Advance Techniques Presentation”.
Hermínio has lectured on several conferences, essentially related to the introduction
of euro and to the IAS/IFRS implementation in Portugal. He has acted as instructor
for both internal and external courses on different subjects, which recently are
mainly focused on IAS/IFRS implementation.
During five years Hermínio has lectured on a postgraduate course at the Institute of
Management and Administration (ISAG) on Audit, including internal controls.
Publications/Membership in professional and business associations
Publications/Memb
ership in
professional and
business
associations
Member of the Portuguese Chamber of Accountants (Câmara dos Técnicos Oficiais
de Contas) and of the Portuguese Chartered Accountants Institute (Ordem dos
Revisores Oficiais de Contas).
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Languages
Fluent in Portuguese, English and French
2
António Joaquim Brochado Correia
Nationality
Portuguese
Position
Deputy Senior Partner and Markets Leader
Academic and
professional
qualifications
Degree in Company’s Management by Universidade Católica
Certified Public accountant from Ordem dos Revisores de Contas
Management Executive Training in INSEAD
Manage International Teams training course INSEAD
Professional and
business experience
Responsible for several auditing works in national and international companies
like Amorim Group, Efacec Group, ETE Group, Ferpinta Group, Galp Energia
Group, TMG Group and Unicer Group.
In the areas of consulting, is responsible for Performance Improvement, which
includes responsibilities in the areas of Financial Effectiveness, Governance
(including sustainability), Risks and Controls.
Participation as an instructor in several internal and external training courses
promoted by the firm.
He has participated in several international internal programs, such as: Leading,
Diversity and Sustainability Team management, by orientation of INSEAD, IMD,
Massachusetts Institute of Technology and Free University of Amsterdam.
Executive training program, at INSEAD, in the Management area.
2004 International PwC talent development program Ulysses, took him for 4
months in an international experience based on Sustainability and Diversity
skills.
University assistant in Internal Control and Governance.
Leads the Sarbanes Oxley practice in Portugal for 3 years.
Employment history
Joined PwC in September 1993 and was promoted to Partner in 2003.
Languages
Fluent in Portuguese, English and French
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José Pereira Alves
Nationality
Portuguese
Position
Territory Senior Partner of PricewaterhouseCoopers since 1st July 2011
Academic and
professional
qualifications
Degree in Economics from University of Economics of Oporto (FEP)
Professional
and business
experience
Responsible for several auditing works in national and international companies.
State recognised statutory auditor
Experience on special projects such as due diligence, merger and acquisitions with
responsibility for a large number of clients like, Amorim Group, RAR Group, TAP
Group, Inapa Group and CTT Group.
Partner of PricewaterhouseCoopers since 1st January 1994.
Coordinator in different projects of valuation of companies and economic and
financial diagnosis. He has been involved in tax and legal services in the scope of
Group restructurings.
Experience in the coordination of audit and technical-financial, administrative
verification projects, financed by EU Funds.
Responsible for training across the Portuguese firm and also for knowledge
Management.
Instructor in several external and internal training courses, related with audit and
accounting issues (IFRS).
Responsible for the coordination of Post Graduation in Auditing from 2000-2002,
in ISAG.
Lecturer in the Finance MBA in the University of Economics of Oporto between
2004 and 2008.
Employment
history
Started in Coopers & Lybrand in 1984, which merged in 1998 with Price Waterhouse
becoming PricewaterhouseCoopers.
Other
Languages
Good knowledge of English, French and Spanish
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