Annual General Meeting | Porto | April 30, 2015 INFORMAÇÃO PRIVILEGIADA | Porto | 28 MAIO 2014 Notice of Annual General Meeting of Shareholders (Translated from the Portuguese Original)

In accordance with the Portuguese legal framework and the company's bylaws, the shareholders of SDC- INVESTIMENTOS, 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 22, 2015, at 15.00 p.m., with the following

AGENDA

1. Resolve on the management report, individual accounts and consolidated accounts for 2014;
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 change of head office and the consequent amendment of Article 2 No. 1 of the
Articles of Association;
6. To resolve on the issuance of convertible bonds into shares, approving the following:
a) Decide, in accordance with Article 366 of the Companies Code, to issue of 185 (one hundred and eighty-five) convertible bonds, with a nominal value of €100,000.00 (one hundred thousand Euros) each, totaling €18,500,000.00 (eighteen million five hundred thousand Euros), through a particular offering of subscription;
b) Decide, in accordance with Articles 367 and 460 of the Companies Code, the supression of the preemptive rights of shareholders in the subscription of convertible bonds referred to in subparagraph a), taking into account the social interest.
c) To decide an increase in share capital of the company from the current € 160,000,000.00 for an amount up to € 178,500,000.00, by one or more times, insofar as is necessary for the purpose of conversion of the bonds mentioned in previous paragraph;
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 15) 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 19) 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.

Annual General Meeting | Porto | April 30, 2015 INFORMAÇÃO PRIVILEGIADA | Porto | 28 MAIO 2014

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 21) 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@sdcinvestimentos.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 ful filling 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 21) to the date scheduled for the 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 8), 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, 5 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 9, 2015, at 3.00 p.m..

Porto, 30 April 2015

The chairman of the board of the general meeting, Júlio de Castro Caldas

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