GENERAL MEETING'S PREPARATORY DOCUMENTS | Porto | May 27, 2014 Proposal/ Item 4

(Translated from the Portuguese Original)

DECLARATION OF THE REMUNERATION COMMITTEE ON THE REMUNERATION POLICY RELATIVE TO THE COMPANY'S CORPORATE BODIES "GRUPO SOARES DA COSTA, SGPS, SA, PUBLIC COMPANY"

Considering:
a) That the Remuneration Committee of Grupo Soares da Costa, under the terms described in the company's articles of association, namely in article 13 of the articles, is the competent body for establishing the remunerations of each corporate body;
b) That the Remuneration Committee exercises such powers on behalf of the general meeting of shareholders, with its members, in function, appointed on May 30, 2012, for a mandate that began on that date;
c) Notwithstanding the Remuneration Committee' responsibilities, for transparency and legitimacy sake in establishing the remunerations of the members of the corporate bodies, and according to Law 28/2009, of June 19, that body must submit, for assessment at the general meeting of shareholders, a document containing the guidelines to be observed in establishing the amounts to be attributed to the members of the company's corporate bodies;
d) That the Remuneration Committee is responsible for reporting, to the annual general meeting of shareholders, the remuneration policy in use in the previous year.
For all due and legal purposes, the Remuneration Committee of the "Grupo Soares da Costa, SGPS, SA, Public Company" hereby presents to the shareholders the following information relative to the "Remuneration Policy" in use in 2013 and guidelines for
2014:
1. The remuneration of the corporate bodies in 2012 were established by the remuneration committee in a meeting held on June 3, 2013, taking into consideration the guidelines of the remuneration policy approved at the general meeting of shareholders held on May 30, 2013, considering the practice of the company and the market practice on similar companies, the different responsibilities and functions of each body and member and the recommendations of the regulatory and supervisory entity.
These remunerations, detailed on the Corporate Governance Report, were established taking into consideration:

a) The remuneration of the members of the general meeting board and of the audit committee is a fixed amount, taking into consideration the Company's track record and also the market practise. The members of the

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audit committee do not receive any remuneration from other Group companies;
b) The remuneration of the statutory auditor follows the legal requirements;
c) The remuneration of the board of directors was structured taking into consideration the Company's track record, the responsibility and representativity level of each member and the market practise, being the remuneration of the none executive members a fixed amount. As for the executive members' remuneration was fixed the remuneration conditions, establishing the fixed part and leaving open the attribution of a variable part, to be timely considered;
2. In the case a variable remuneration component is attributed to the executive directors, the criteria and standards that the remuneration committee deems appropriate and adequate will be adopted, and should also be adopted the relevant recommendations on good corporate governance practice.
3. For 2013, the remuneration committee proposes for approval of the general meeting the maintenance of the criteria, guidelines and practices, moreover fixed during the term of office.

The Remuneration Committee

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