S.COSTA 
By (Translated from the Portuguese Original)
In accordance with the Portuguese legal framework and the company's bylaws, the shareholders of GRUPO SOARES DA COSTA, S.G.P.S., S.A., public company, corporate body number 500 265 763, with share capital of 160,000,000.00 Euros, registered at the Companies Register of Porto, hereby convened for the annual general meeting at its head office, Rua Santos Pousada, 220, in Porto, on May 27, 2014, at 15.00 p.m., with the following
AGENDA 1. Resolve on the management report, individual accounts and consolidated accounts for 2013; 2. Resolve on the proposal for the application of results; 3. Assess, in general terms, the management and audit of the Company; 4. Assess the statement on the remuneration policy of the corporate bodies of the company; 5. Resolve on the authorization for the acquisition and sale of own shares; 6. Decide on the change of name of the Company and corresponding amendment of paragraph 1 of Article 1 of its bylaws.
The general meeting is constituted by shareholders that held shares with voting rights. Voting rights are attributed to shareholders ordinary shares registered in their name, in a securities registration account, up to the 12 (twelve) a.m. of the fifth business day prior (May 20) to the date scheduled for the General Meeting, with registration confirmed to the Company up to 5 (five) p.m. on the third working day prior (May 22) to the date scheduled for the meeting.
Shareholders with voting rights may be represented by another shareholder or by any other person that the applicable legislation deems qualified for such purpose; companies may be represented by who they nominate for the purpose.
Shareholders that appointed a representative shall address to the Chairman of the General Meeting a signed letter of representation, delivered at the company's head office by 5 (five) p.m. on the working day prior (May 26) to the date scheduled for the meeting.
The proxy model for representation at the general meeting may be requested to the
Investor Relations Officer email: rita.carles@soaresdacosta.pt .
Voting by correspondence on all matters included in the Agenda is admitted. For that purpose, shareholders with voting rights that intend to exercise that right by postal voting, in addition to fulfilling all the conditions and deadlines stated above, in order to prove that status, must send a signed letter to the Chairman of the general meeting, up to 5 (five) p.m. on the working day prior (May 26) to the date scheduled for the
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meeting, jointly with a enclosed envelope containing their clearly stated, unambiguous vote on each of the items on the agenda, followed by their signature, which must be identical to that on the covering letter. The envelopes containing the votes shall be opened at the general meeting, at the time of voting on the respective item of the Agenda, and shall be deemed to be votes against in the case of proposals presented after the voting process.
Shareholders that comply with all the legal conditions, may request the inclusion of a deliberation or information proposal at the general meeting's agenda, in the 5 (five) days following the release of this notice (up to May 5), by written to the chairman of the general meeting, delivered at the company's head office, jointly with the information, if that is the case.
After the release of this notice, shareholders can consult the general meeting's preparatory documents, both at the company's head office and company's website. The annual report and accounts and the proposal that constitute item 1, 2 and 6 of the Agenda, shall also be available at the Information Disclosure System (IDS) of the Portuguese market securities regulator (CMVM).
Second meeting date: In the event that the general meeting is unable to be held on the scheduled date, due to lack of representation of the capital required by law or by the bylaws, the next meeting is hereby scheduled for June 12, 2014, at 3.00 p.m..Porto, April 30, 2014
The Chairman of the General Meeting,
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distributed by
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