GENERAL MEETING OF MARTIFER - SGPS, S.A

[This translation into English of the Portuguese document was made only for the convenience of non-Portuguese speaking shareholders. For all intents and purposes, the

Portuguese version shall prevail.]

GENERAL MEETING OF MARTIFER - SGPS, S.A. 24th June, 2020

PROPOSAL REGARDING ITEM 1 OF THE AGENDA

(To resolve on the sole management report including the non-financial information,

financial balance and on the individual and consolidated accounts of the Company for the

year 2019, including the corporate governance report, together with the accounts legal

certification documents and the report and opinion of the Audit Board)

It is proposed:

To resolve upon the sole management report including the non-financial information,

financial balance and on the individual and consolidated accounts of the Company for the

year 2019, including the corporate governance report, together with the accounts legal

certification documents and the report and opinion of the Audit Board.

Enclosed:

Consolidated annual report including the non-financial information, financial balance and

on the individual and consolidated accounts for the year 2014 and the Company’s

Corporate Governance Report and opinion of the Audit Board with regard to the year of

2019.

Oliveira de Frades, the 26th May, 2020

THE BOARD OF DIRECTORS,





(To resolve upon the proposal of allocation of year-end results)

Considering that in the business year, that ended on the 31st December of 2019, it was

settled, as negative net result of the year, the amount of € 8.154.378,96 (eight million, one

hundred and fifty-four thousand, three hundred and seventy-eight euros and ninety six

cents).

The Board of Directors of Martifer - SGPS, S.A. proposes to the Shareholders General

Meeting that the negative net result of the year, in the amount of € 8.154.378,96 (eight

million, one hundred and fifty-four thousand, three hundred and seventy-eight euros and

ninety six cents), is allocated as past years’ results.

Oliveira de Frades, 26h May 2020.






(To carry out the general appraisal of the management and supervision of the company)

Considering:

A) The completeness of the description of the company’s activity in the distributed

reports and the way how the notes to the accounts clarify their respective content;

B) The activity of the Supervisory Board (which valuable contribution is manifest in its

respective report) and of the Official Chartered Accountant,

It is proposed

That the General Meeting congratulates itself with the way the managing and

supervising of the company were performed during the business year ended on the

31st December 2019, expressing a confidence and an appraisal vote for the activity

developed by those corporate bodies and by each of their members.

Oliveira de Frades, 26th May, 2020

THE PROPOSING SHAREHOLDER(S),

I’M SGPS, S.A. MOTA ENGIL SGPS, S.A.





(To resolve upon the election of the Statutory Auditor or Statutory Auditors Firm for the two

year period 2020-2021)

A) Considering:

1. That in the year of 2019 PricewaterhouseCoopers & Associados - Society of

Statutory Auditors, Lda. completes 10 years as statutory auditor and external auditor

of Martifer Group;

2. The maximum term of office of the Statutory Auditor, namely the one established in

no. 4 of article 54 of Law no. 140/2015, of 7 September;

3. The need to proceed with the appointment of a new Statutory Auditor for the next

term of the 2020/2021;

4. The obligation to keep up with the new legal regime for the independence of

companies providing audit services, namely the provisions of the article 77 of the

aforementioned Law No. 140/2015, of 7 September, which imposes to the conditions

for the conducting a statutory audit of the accounts of public interest entities, in a very

restrictive manner regarding services other than auditing services to which Martifer,

SGPS, S.A. and related companies can appeal to the market;

5. The Supervisory Board developed, with the support of Martifer, SGPS, S.A.’s back

office, the organized selection process for a new Statutory Auditor, pursuant to Article

16 of Regulation (EU) No 537/2014 of the European Parliament and of the Council,

April 16, on specific requirements for the statutory audit of accounts of public interest

entities and for the purposes of applying Article 37 (1) of the Directive 2006/43 / EC of

the European Parliament and the Council, dc 17 May 2006, on the audit of annual

and consolidated accounts;

6. The process was opened to three entities, among the six auditing / auditing

companies larger public interest entities (IEP), identified in the dc Guide application of

audit quality indicators published by the Comissão do Mercado de Valores Mobiliários

(CMVM) in October 2019;

7. The request for proposals, in compliance with the provisions of paragraph b) of

section 3 of article 16.º of the above mentioned Regulation (EU) No. 537/2014, was

prepared in order to: i) allow understanding and knowledge of the Group's activity; ii)

disclose the scope of the services to be hired; iii) functions and responsibility as the

Statutory Auditor and the Group's External Auditor; and iv) the duration of the

contract, in order to guarantee a transparent selection criteria and non-discriminatory

and that the selection process be carried out in an equitable;

8. The Supervisory Board analyzed and evaluated the 3 proposals based on the criteria

adopted in the selection process, having concluded that the proposals are equivalent

within the scope of services to be provided and fees also do not differ substantially;

9. Taking into account the global weighting of all selection criteria, the Supervisory

Board concluded as best positioned the proposals presented by Deloitte &

Associados SROC, S.A. (DELOITTE) and KPMJ & Associados - Sociedade de

Revisores Oficiais de Contas, S.A. (KPMG);

10. Based on that weighting, namely: i) scope of services to be provided; ii) proposed

fees; iii) experience of the partners responsible for the work; the preference of the

Supervisory Board falls on the proposal of DELOITTE, having KPMG’S proposal as

the proposal will the second best overall evaluation.

B) Selection to propose to the Assembly

The Supervisory Board selected a new Firm of Statutory Auditors for MARTIFER,

SGPS, S.A., and proposes to the Shareholders the following two options for the

position of Statutory Auditor and Substitute, for the 2020/2021 biennium term:

i) OPTION A

Effective ROC: Deloitte & Associados, SROC, S.A., SROC No. 43, represented by

the Statutory Auditors, Mr. Nuno Miguel dos Santos Figueiredo, Nif 210743352 and

Mr. António Manuel Martins Amaral, Nif 192181403, registered in the Order of

Statutory Auditors (OROC) under numbers 1272 and 1130, respectively;

Alternate ROC: Mr. João Carlos Henriques Gomes Ferreira, registered at OROC

under number 1129.

ii) OPTION B

Effective ROC: KPMG & Associados - Sociedade de Revisores Oficiais de Contas,

S.A., SROC No. 189, represented by Mr. Paulo Paulo Martins Martins Quintas

Paixão, registered in OROC under number 1427.

Alternate ROC: Mr. Luis David Guimarães da Silva, registered in the OROC under

number 1656.

C) Recommendation and Proposal

The Supervisory Board recommends and proposes to the General Meeting the

OPTION A above as the option most suitable for MARTIFER, SGPS, S.A., under the

terms of the organized selection process and on the above grounds without prejudice,

in relation to the current auditor, PricewaterhouseCoopers & Associados - Sociedade

de Revisores Oficiais de Contas, Lda., to maintain the responsibilities related to the

2019 accounts, which will remain usual until the end of the respective audit and

corresponding approval.

D) DECLARATION

The Supervisory Board declares, for the purposes of paragraph 6 of article 16 of

Regulation (EU) no. 537/2014 mentioned above, that the proposal and

recommendation made are exempt from influence of third parties and that there are

no contract clauses entered into between Martifer, SGPS, S.A. and third parties that

limit the choice by the General Meeting of any of the Statutory Auditors identified in

Options A and B above.

Oliveira de Frades, May 20, 2020

Paulo Sérgio Jesus das Neves (President)

Má Maria Machado Lapa Barros Peixoto (Member)

Américo Agostinho Martins Pereira (Member)

Contacts

Edifício FPM41

Av. Fontes Pereira de Melo, 41-

15º

1069-006 Lisboa

Portugal

Tel: +351 210 110 000

Mobile: +351 916 601 520

[email protected]

COUNTRY

Portugal

QUALIFICATIONS

Audit & Assurance Partner at KPMG Portugal

Leadership executive program – Universidade Nova de Lisboa

Degree in Audit from the “lnstituto de Contabilidade e Administração de

Lisboa”

Bacharel in Accounting and Administration from the lnstituto de

Contabilidade e Administração de Lisboa

Statutory Auditor N.º1427

Registered at CMVM N.º 20161037

EXPERIENCE

Paulo is currently the Head of Corporate Audit & Assurance at KPMG

Portugal.

His professional activity has focused particularly in the industry sector where

he has been responsible for the audits of several national and international

groups;

He has led several capital market advisory projects, including conversion to

IFRS, feasibility studies, comfort letters and IPOs;

Development of training in IFRS, particularly in areas such as Consolidation,

Business Combinations, Revenue recognition, among others;

Responsible for various assurance projects over non-financial information,

including sustainability reports;

Review, development and implementation of non-financial asset impairment

methodology in various companies;

Participation in several evaluation projects of lnternal Control over Financial

Reporting and Governance practices.

Nr. of Martifer, SGPS, S.A. shares held

Paulo Paixão does not own any shares of Martifer, SGPS, S.A..

Paulo Alexandre Martins Quintas

Paixão

© 2020 KPMG & Associados - Sociedade de Revisores Oficiais de Contas, S.A., a firma portuguesa membro da rede

KPMG, composta por firmas independentes afiliadas da KPMG International Cooperative (“KPMG International”), uma

entidade suíça. Todos os direitos reservados. Impresso em Portugal. O nome KPMG e logótipo são marcas registadas

ou marcas da KPMG Internacional.

Contacts

Edificio Burgo

Av. da Boavista, 1837, 16º

4100-133 Porto

Portugal

Tel: + 351 220 102 300

Mobile: +351 913 806 306

[email protected]

COUNTRY

Portugal

QUALIFICATIONS

Audit & Assurance Associate Partner at KPMG Portugal

Degree in Economics by “Faculdade de Economia da Universidade do

Porto”

Certified in LEAN competencies by the University of Cardiff

Advanced Certificate in Advising the Family Business by STEP Canada

Statutory Auditor N.º1656

Registered at CMVM N.º 20161266

EXPERIENCE

Throughout his career has been responsible for the audit work of multiple

national and international groups gathering a significant amount of

experience in several areas, from the Industrial to the Financial services

sector.

Has also vast experience leading the audit field work of various Portuguese

groups listed at the Euronext Lisbon, namely TMT, Financial and Industrial,

as well foreign significant components of US Public companies.

Between 2008 and 2010, has participated in the KPMG's exchange program

in Montvale (USA), where joined the International Methodology Compliance

Group obtaining a deep knowledge on International Standards on Auditing.

In 2010, joined the Portuguese Professional Practice Department at the

Lisbon office.

Throughout his career had also the opportunity to participate in diversified

assurance projects, as IFRS / US GAAP / Local GAAP financial reporting,

financial statements conversion, internal controls over financial reporting

assessment, as well various accounting advisory, due diligences and model

audit projects.

In the course of his professional activity, has also the chance to participate

as a trainer and speaker in internal and external training and seminars on

auditing and accounting topics in Portugal, Angola and Brazil.

Nr. of Martifer, SGPS, S.A. shares held

Luís Silva does not own any shares of Martifer, SGPS, S.A..

Luís David Guimarães da Silva

© 2020 KPMG & Associados - Sociedade de Revisores Oficiais de Contas, S.A., a firma portuguesa membro da rede

KPMG, composta por firmas independentes afiliadas da KPMG International Cooperative (“KPMG International”), uma

entidade suíça. Todos os direitos reservados. Impresso em Portugal. O nome KPMG e logótipo são marcas registadas

ou marcas da KPMG Internacional.

[This translation into English of the Portuguese document was made only for the

convenience of non-Portuguese speaking shareholders. For all intents and purposes, the Portuguese version shall prevail.]



(To resolve upon the declaration of the Remuneration Setting Commission and the Board of Directors, regarding the management and supervisory bodies, as well as

other officers, remuneration policies within the meaning of Article 248º-B, n.º 3 of the Portuguese Securities and Market Code)

Considering:

A) Under Article 2 of Law 28/2009 of 19 June, the Remuneration Committee shall

submit, for approval of the Annual General Meeting of Shareholders, a Statement on the Remuneration Policy of the Management and Supervisory Bodies, respectively;

B) Such statement on the Remuneration Policy is hereby released in attachment to this Proposal;

C) The Board of Directors shall also submit, for approval of the Annual General Meeting of shareholders, a Statement on the remuneration policy of other senior executives discharging management responsibilities as defined in article 248-B, number 3 of the Securities Code;

It is proposed the approval of such Statements. Oliveira de Frades, 26th May, 2020 THE REMUNERATION COMMITTEE, THE BOARD OF DIRECTORS,

STATEMENT ON THE REMUNERATION POLICY OF THE MANAGEMENT AND SUPERVISORY BODIES TO BE SUBMITTED FOR APPROVAL

OF THE GENERAL MEETING ON 24th

JUNE, 2020

Statement of the Remuneration Committee regarding the remuneration policy of the management and supervisory bodies

(article 2 of Law no. 28/2009, of 19 June) 1. INTRODUCTION In use of a legal right conferred by Article 399º of the Portuguese companies code (CSC), the Bylaws of Martifer SGPS, in its article 20, delegate to a Remuneration Committee the powers to decide on the remunerations of the Management and Supervisory Bodies of the Company. According to the applicable provisions of the Articles of Association, the Remuneration Committee was appointed by the Shareholders General Meeting on 18

th May 2018, to exercise its duties for the three

year period years 2018-2020 and currently is formed by:

António Manuel Queirós Vasconcelos da Mota (Chairman) Maria Manuela Queirós Vasconcelos Mota dos Santos (Member) Júlia Maria Rodrigues de Matos Nogueirinha (Member)

In order to promote a clear and legitimate fixing of the remuneration of corporate bodies, the Remuneration Committee, in compliance with article 2 of Law 28/2009, of 19 June, hereby submits for approval of the General Meeting of Shareholders of Martifer SGPS, S.A. of 24

th June, 2020, this

declaration on the policy of remunerations of the Management and Supervisory Board. This statement seeks to follow closely the applicable provisions of the CSC and the 2018 Corporate Government Code of Instituto Português de Corporate Governance (“IPCG”). It is also relevant to point out that the present statement, more than mandatory by law, intends to be an important instrument of good Corporate Governance, aiming the proper information of the shareholders, the protection of their interests and the transparency of Corporate Governance in matters of remuneration of Corporate Bodies. II. REGULATORY REGIME In the definition of the remuneration policy to be established by the Remunerations Committee, were first taken into account the legal provisions of CSC, namely in its article 399º; the Law 28/2009, 19 June, concerning the regime of approval and disclosure of remunerations policy of the Management and Supervisory Bodies in Listed Companies, as well the 2018 Corporate Government Code of Instituto Português de Corporate Governance. In second place, it has also been taken into consideration, for the definition of the remuneration policy, the special regime established in the Company’s Bylaws. The Portuguese Companies’ Code provides, in Article 399, the statutory scheme of remuneration for the board of directors, which, in summary, establishes that: The setting of the remunerations is a responsibility of the General Shareholders' Meeting or by a committee appointed by it for this purpose and shall take into account the duties performed and the economic situation of the company;

- The remuneration may be fixed or partially represent a percentage of the financial year´s profit, nevertheless the maximum percentage allocated to the directors shall be authorized by a clause of the articles of association and shall not be levied on the distribution of reserves or to any portion of the profits not legally available for distribution to the shareholders. Regarding the members representing the Supervisory Board and the Board of the General Meeting the Portuguese Companies’ Code provides that remuneration shall consist of a fixed amount which is equally determined either on a General Shareholders' Meeting or by a committee appointed by it for this purpose, taking into consideration each member's performance and the company's economic situation. Moreover, Articles 13 and 20 of the Articles of Incorporation state the following: - The remunerations of the members of the Corporate Bodies shall be fixed by the Remuneration Committee; - The General Meeting that elects the corporate bodies shall also elects the Remuneration Committee; - The remuneration of the Board of Directors may be formed by a fixed part and a variable one , the latter representing a percentage that can never exceed five per cent of the net profits for the year; and - The remuneration of the Supervisory Board shall consist of a fixed amount. III. GENERAL PRINCIPLES The Remunerations Committee pursues, in its remunerations policy, to promote the convergence of the interests of Directors, other Corporate Bodies and Managers with the interests of the Company, namely shareholder value creation and real growth of the Company, privileging here a long term perspective. Pursuing this aspiration, and accordingly to the policy adopted in previous years, the Committee structured the integrant components of the income of the Board of Directors in order to reward their performance, discouraging however excessive risks-taking. This way, it is intended to promote a high-level sustained growth. Finally, it is relevant to say that is determinant in this Committee’s mission the economic position of the Company as well the general market practices for similar situations. Specifying the general policy herein stated, we hereby present to the shareholders the principals informants observed by this Committee in the definition of the remunerations: a) Duties Performed In the decision of the remuneration of each member of the Board of Directors, shall be taken into account, for each single member, the functions performed by individual members, the complexity of his duties, the responsibilities that are, in fact, attributed to him, the time dedicated and the added value the result of his work brings to the Company. In that extent, one cannot fail to differentiate the remuneration between the Executive Board members and the non-Executive Board members, as well as the remuneration amongst each of the cited group. There are also duties performed in other controlled companies which cannot be excluded from this consideration, as this means, on one side, there is an increase in terms of responsibility and, on the other, in terms of the collective source of income. b) Interests alignment between the Management and Supervisory Bodies and the Company – Performance evaluation.

In order to grant an efficient alignment of interests of the Management and Supervisory Bodies with the ones of the Company, this Committee shall not fail to pursue a policy that rewards the Board Directors by the performance of the Company in a long term perspective and in the creation of value for the shareholder. c) Economic position of the Company This criterion has to be understood and interpreted carefully. The size of the Company and the inevitable complexity of management associated to it is clearly one of the relevant aspects to determine the economic situation of the Company and of remuneration, understood in its broader sense. To a higher level of complexity, corresponds a higher remuneration, but it has to be adjusted accordingly to other criteria informants of the economic situation of the Company (of financial nature, human resources nature, etc.). c) Market Criteria The balance between supply and demand is unavoidable when setting any remuneration and the situation regarding members of the Corporate Bodies is no exception. Only by taking into account market practices will allow the Company to maintain professionals guided to perform at an adequate level of complexity and responsibility, It is important that the remuneration is aligned with market practices and that it is stimulant, allowing it to become an instrument to help achieve a single and collective high level of performance, thus ensuring not only the individual interest, but mostly the interests of the Company and of the shareholders. 4. CONCRETE OPTIONS Based on the above mentioned principles, this Committee disclosure the relevant information regarding the concrete options of the remunerations policy, which hereby are submitted to the Company’s shareholders appreciation: 1st Remuneration of Executive members of the Board of Directors, shall be made up of a fixed and,

when so determined by the Remuneration Committee, a variable part, and, according to the law and article 20.3 of the Articles of Association, the variable part may not exceed 5% (five per cent) of the annual net profit,.

2

nd Remuneration for non-Executive independent members of the Board of Directors, members of the

Supervisory Board and members of the Board of the General Meeting shall only consist of a fixed part.

3

rd The fixed part of the remuneration of the Executive members of the Board of Directors, as well the

non-Executive Members non independent (when applicable), shall consist in a monthly amount payable fourteen times per annum.

4th A fixed remuneration, for each participation in the meetings of the Board of Directors, shall be set

for the non-Executive and independent Board members. 5th Fixed remuneration of members of the Supervisory Board shall be set in a monthly value payable

twelve times per annum. 6th In setting all remunerations, including in distributing the global amount of the variable pay of the

members of the Board of Directors, the general principles referred to above will be observed: functions carried out, alignment with the interests of the company, privileging the long term, the company situation and market criteria.

7th Fixed remuneration of the members of the Board of the General Meeting will be a predetermined

value for each meeting.

8th The process of attribution of variable remuneration to Executive members of the Board of

Directors must follow the criteria proposed by the Remunerations Committee, namely their hierarchal stand, evaluation of performance and real growth of the Company, seeking to promote in those the convergence of the interests of the Management Body with the Company, with emphasis on the long-term performance. Thus, will be considered decisive for the evaluation and measurement of the VR:

The contribution of the Executive Directors for the results obtained;

The profitability of business in the perspective of the shareholder;

The evolution of the stock quotes;

The degree of achievement of the projects integrated in and measured by the Balanced Scorecard of the Company.

9th Notwithstanding the policies above mentioned of protection of the shareholders and Company’s

interests on the long term, the Committee, in search of the best practices of Corporate Governance regarding remuneration policies of the Corporate Bodies, continues: (i) promoting a study and comparative analysis of remuneration policies and practices of other groups of companies in the same sector with respect to the fixing of remuneration for future implementation and adoption in Martifer, as well as (ii) studying the possibility of adoption of politics that, shown to be feasible and balanced to all actors, foresee the possibility of the variable remuneration – when attributed - to be payable, in part or totally, only after clearance of the fiscal accounts of all the mandate and, on the other hand, that allows a limitation to the variable remuneration in case the results show a relevant deterioration of the company’s Performance in the last cleared fiscal year or when it is expected in the designated year.

V – LIMITS In case of verification of an permanent and not exceptional increase of the volume of activity associated with the exercise of the functions by General Meeting and the Supervisory Board members, the maximum amount payable to the members of the governing bodies, in particular the members of the General Meeting and the Supervisory Board may not exceed, respectively, either individually or in aggregate, 25% of the average amount paid on the last 3 financial years, for the corresponding member of the governing body. VI - OTHER RESPONSIBILITIES Regarding the process of hiring or appointing members to its governing bodies, the Company shall not enter into any contracts or agreements with such members that allow the recognition or assignment of the right to receive payment of any damages or compensation beyond the amounts legally payable, in the event of dismissal or termination of service. It is our understanding that, in light of what is said in the above, these options should be maintained until the next General Meeting. The Remuneration Committee,



GENERAL MEETING OF MARTIFER - SGPS, S.A.

24th June, 2020


(To resolve upon the acquisition and disposal of own shares)

Considering:

A) The legal framework applicable to commercial companies in respect of acquisition and

disposal of own shares;

B) The convenience of the company in being able to continue to make use, under the general

terms, of the possibilities that are inherent to such kind of transaction;

C) The convenience of these possibilities also to subsidiary companies as they may even be

obligated to purchase or dispose of company’s shares, in particular in the terms of the own

issuing of securities, which, without prejudice of article 319º, n.º 3, of the Commercial

Companies Code, should also be addressed;

D) The provisions in articles 319º, n.º 1, and 320º of the Commercial Companies Code,

It is proposed:

1) To approve the acquisition of own shares, including acquisition of rights or granting,

either by the company or by any of its current or future subsidiaries, subject to a

decision of the administrative corporate body of the acquiring company, which may

delegate on the Executive Committee, whenever such committee exists, or the

executive directors:

a) Maximum number of shares to be acquired: with deduction of the disposals made, up

to the limit of ten percent of the share capital, without prejudice of the amount required

for fulfillment of the purchaser’s obligations, arising either from law, contract, issuance of

securities or contractual link to the fulfillment of the company’s “stock options” program,

when it exists, and subject, if needed, to further disposal, within the legal terms, of the

shares that exceed such limit;

b) Term during which the acquisition may be made: eighteen months, as from the date

of this resolution;

c) Form of acquisition: subject to the terms and limits imperatively set forth in law,

acquisition of shares as well as acquisition of rights or attribution of shares against

payment, of any kind, either on the stock market or OTC, at any title, in particular

through exchange, submitted, in accordance with the law, to the principle of equality of

shareholders, or acquisition of any securities for, or by effect of, fulfilling an obligation

arising either from law, contract, conversion or exchange of convertible or exchangeable

securities issued by the company or by a subsidiary, in accordance with the terms of the

respective conditions of issuance or contracts entered into in relation to such conversion

or exchange;

d) Minimum and maximum consideration for the acquisition: the price of the onerous

acquisition must be contained within an interval between the price of the best purchase

offer (including) and the price of the best offer to sell (including) written in the orders

book of the stock exchange where the company’s shares are listed for trade, at the

moment of acquisition;

e) Time of acquisition: to be determined by the management body of the acquiring

company, which may delegate on the executive directors or the Executive Committee,

whenever such committee exists, taking into consideration the situation of the securities

market and the conveniences and obligations of the purchaser or of any of its

subsidiaries, and being carried out one or more times in the proportions to be

established by such body.

2) To approve the sale of own shares that were acquired, subject to a decision of the

management body of the selling company, which may delegate in the Executive

Committee, and in the following conditions:

a) Minimum number of shares: the correspondent to the quantity enough for the

fulfillment of the obligation undertaken, arising either from law, contract or issuance of

other securities or resolution of the Board of Directors, which may delegate on the

executive directors or the Executive Committee, whenever such committee exists;

b) Term during which the sale may be made: eighteen months, as from the date of the

resolution hereof;

c) Forms of sale: subject to the terms and limits imperatively set forth in law, onerous sale

of any kind, in particular through sale or exchange, either in OTC in stock exchange, to

entities appointed by the management body of the selling company, which may delegate

in the executive directors or the Executive Committee whenever such committee exists,

submitted, in accordance with the law, to the principle of equality of shareholders, or

non-onerous disposal, when resolved by the Board of Directors, which may delegate on

the executive directors or the Executive Committee, if any, within the scope of the

program to grant shares to employees, without prejudice of, when facing a disposal for

the satisfaction of an obligation undertaken or arising from the issuance of other

securities by the company or by its subsidiary, or from contracts related to such

issuance, or from contractual link to the fulfillment of the company’s “stock options”

program, when it exists, to be effected in accordance with its respective terms and

conditions;

d) Minimum price: the consideration must not be inferior to the price of the best purchase

offer written in the orders book of the stock exchange where the company’s shares are

listed for trade, at the moment of disposal;

e) Time of sale: to be determined by the management body of the company, which may

delegate on the executive directors or the Executive Committee, whenever such

committee exists, taking into consideration the situation of the securities market and the

conveniences and obligations of the selling company, or its subsidiary, and being

carried out in one or more times in the proportions established by such body.

3) To approve the transmission, on an indicative basis, to the Board of Directors to,

without prejudice of its freedom of decision and performance, within the scope of

resolutions 1 and 2 above, take into account, in accordance with the circumstances

that it finds relevant the recommendations of the Securities Market Commission

(CMVM) effective at each relevant moment.





GENERAL MEETING OF MARTIFER - SGPS, S.A.

24th June, 2020


(To resolve on how to offset of accumulated losses to date up to the amount of € 27,351,102.25

(twenty-seven million three hundred and fifty one thousand one hundred and two euros and twenty

five cents))

Considering:

A) The proposing shareholders intend to strengthen Company's equity;

B) The Company has accumulated losses to date in the global amount of (-) € 27,351,102.25

(corresponding to € 19,196,723.29 recorded in retained earnings at the end of 2019 plus €

8,154,378.96 of negative net result for the year);

C) The proposing shareholders hold credits, in equal parts, in the global amount of €

21,850,060.60 (twenty-one million eight hundred and fifty thousand and sixty euros and sixty

cents) on the Company and intend to cover losses through the use of these credits;

It is proposed:

Under legal and statutory terms, the shareholders I'M - SGPS, SA and MOTA-ENGIL - SGPS, SA

Sociedade Aberta propose to the General Meeting the offset of part of the accumulated losses to

date, in the amount of € 21,850,060.60 (twenty-one million eight hundred and fifty thousand and

sixty euros and sixty cents), through the use of credits on the Company held by I'M - SGPS, SA

and MOTA-ENGIL - SGPS, SA Public Company, in the amount of € 10,925,030.30 (ten million nine

hundred and twenty-five thousand and thirty euros and thirty cents) each.


THE PROPOSING SHAREHOLDERS,

I’M SGPS, S.A. MOTA ENGIL SGPS, S.A.

Documents

GENERAL MEETING OF MARTIFER - SGPS, S.A