SEMAPA - Sociedade de Investimento e Gestão, SGPS, S.A.

Public Company

Registered Offices: Avenida Fontes Pereira de Melo, nº 14, 10º Share capital: 118,332,445 Euros

Corporate Person and Lisbon Companies Registry no. 502593130

NOTICE OF ANNUAL GENERAL MEETING

On the request of the Board of Directors and pursuant to the law and the company's articles of association, I hereby notify the Shareholders of SEMAPA - Sociedade de Investimento e Gestão, SGPS, S.A. of the Annual General Meeting to be held on 23 May 2014, at 10:30 a.m., at the Hotel Ritz, in Lisbon, at Rua Rodrigo da Fonseca no. 88, given that suitable premises are not available at the registered offices, with the following

ORDER OF BUSINESS:

1. To resolve on the Management Report and Accounts, and other individual financial statements for the financial year of 2013; 2. To resolve on the consolidated financial statements for the same financial year; 3. To resolve on the proposal for allocation of profits; 4. To assess in general terms the work of the Company's directors and auditors; 5. To elect the members of the corporate bodies for the 2014-2017 period; 6. To resolve on the statement on the remuneration policy for company officers, and 7. To resolve on the acquisition and disposal of own shares and bonds. I. Information

As from the date of posting of this notice, the information required by law and detailed in Article 21-C of the Securities Code and Article 289 of the Companies Code, including the documents and motions to be submitted to the General Meeting, as known to the Company at this date, shall be available for consultation by the shareholders at the registered offices, on the Company's website (www.semapa.pt) and on the website of the Securities Market Commission (CMVM) (www.cmvm.pt).
The Company has no special procedures to be followed by Shareholders wishing to exercise, in the course of the General Meeting, the right to information referred to in Article
290 of the Companies Code, without prejudice to management of the time available and the judgement of the Chairman of the General Meeting, in the exercise of his due powers, as to the proportionality of the information requested.

II. Attendance of General Meeting

In addition to the company officers and the common representative of the bondholders, attendance and participation at the General Meeting is open only to Shareholders who, individually or in groups formed in accordance with the law, possess a minimum of 385 (three hundred and eighty five) shares, which quantity corresponds to 1 (one) vote.
Attendance of the General Meeting is conditional on presentation of proof of standing as shareholder with voting rights by 00:00 hours (GMT) on 16 May 2014, referred to below as the Registration Date, corresponding to the 5th trading day prior to the holding of the General Meeting.
Shareholders wishing to take part in the General Meeting shall give notice of such intention to the Chairman of the General Meeting and to the Financial Intermediary with whom they have the account containing the relevant shares, and such notice must be received, at the latest, by 23:59 hours (GMT) on 15 May 2014. To this end, the Shareholders may use the forms available at the registered offices and on the Company's website ( www.semapa.pt ); the notice addressed to the Chairman of the General Meeting may be sent by email to ag2014@semapa.pt.
The Financial Intermediary who has been informed of the Shareholder's intention to attend the General Meeting shall notify the Chairman of the General Meeting of the number of shares registered in the name of such Shareholder, with reference to the Registration Date, and this information must be received, at the latest, by 23:59 hours (GMT) on 16 May 2014 ; the notice in question may also be sent by email to ag2014@semapa.pt.
The right to attend and vote at the General Meeting is not prejudiced by the transfer of shares subsequent to the Registration Date, and is also not conditional on the blocking of the shares between the Registration Date and the date of the General Meeting.
Shareholders who, having given notice of their intention of attending the General Meeting, subsequently transfer the ownership of shares during the period between the Registration Date and the end of the General Meeting, shall give immediate notice of such transfer to the Chairman of the General Meeting and the Securities Market Commission; the notice addressed to the Chairman of the General Meeting may be sent by email to ag2014@semapa.pt.
Shareholders who, on a professional basis, hold shares in their own name but on behalf of clients and who wish to cast votes for and against the same motion, in addition to giving notice of their intention to attend the General Meeting and to the sending, by their Financial Intermediary, of the information on the number of shares registered in their client's name, shall submit to the Chairman of the General Meeting, by 23:59 hours (GMT) on 15 May

2014, using sufficient and proportional evidence, (i) information identifying each client and the number of shares carrying votes to be cast on their account and, also (ii) the specific voting instructions for each item on the order of business as issued by each client. III. Representation at the General Meeting

Shareholders may appoint proxies for the General Meeting, at their discretion, and may to this end use the proxy form available from the Company's website (www.semapa.pt) or on request from the registered offices.
Without prejudice to the rule on the unity of votes established in Article 385 of the Companies Code, any Shareholder may appoint different proxies for shares held in different securities accounts.
Proxy letters from individual shareholders and documents appointing the representatives of corporate shareholders shall be delivered to the Chairman of the General Meeting so as to be received by 19 May 2014 , and may also be sent by email to ag2014@semapa.pt.

IV. Postal votes

Shareholders may also cast postal votes in accordance with the law and articles of association, as follows:
a) An envelope containing the voting declarations shall be addressed to the Chairman of the
General Meeting, and received at the company registered offices by 22 May 2014;
b) This envelope shall contain (1) letter addressed to the Chairman of the General Meeting, with notarized signature, expressing the intention to vote, and (2) the voting declarations, one for each item on the order of business, in a separate sealed envelope indicating on the outside the item on the order of business to which it refers;
c) Postal votes cast are counted at the moment of counting of the votes cast by those present at the General Meeting, and are counted as votes against any motions submitted subsequent to their casting;
d) Postal voting forms are also available to shareholders at the company's website
(www.semapa.pt) or on request from the registered offices.

V. Right to the inclusion of matters on the order of business and to propose motions

Shareholders who, individually or in groups formed in accordance with the law, possess shares corresponding to no less than 2% of the Company's share capital may, by written application to the Chairman of the General Meeting during the 5 (five) days subsequent to the posting of this notice, request the inclusion of (i) new matters on the order of business, such request being accompanied by a proposed resolution on each matter submitted for inclusion and by the necessary supporting information, and (i) proposed resolutions on matters contained in the order of business or which have been added to the same, such request being accompanied by the proposed motion and the necessary supporting information.
Lisbon, 23 April 2014
The Chairman of the General Meeting,
(Francisco Xavier Zea Mantero)

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