GENERAL MEETING OF MARTIFER - SGPS, S.A. 8 th April 2011 PROPOSAL REGARDING ITEM 1 OF THE AGENDA

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1 GENERAL MEETING OF MARTIFER - SGPS, S.A. 8 th April 2011 PROPOSAL REGARDING ITEM 1 OF THE AGENDA (To resolve upon the annual report and accounts for the year 2010) It is proposed: To resolve upon the annual report and accounts for the year Enclosed: annual report and accounts for the year Oliveira de Frades, the 15th March of 2011 THE BOARD OF DIRECTORS

2 GENERAL MEETING OF MARTIFER - SGPS, S.A. 8 th April 2011 PROPOSAL REGARDING ITEM 2 OF THE AGENDA (To resolve upon the consolidated annual report and accounts for the year 2010 and appreciation of the Company s Corporate Governance Report regarding the year 2010) It is proposed: To resolve upon the consolidated annual report and accounts for the year 2010 and appreciation of the Company s Corporate Governance Report regarding the year Enclosed: the consolidated annual report and accounts for the year 2010 and the Company s Corporate Governance Report regarding the year 2010 Oliveira de Frades, the 15 th March of 2011 THE BOARD OF DIRECTORS

3 GENERAL MEETING OF MARTIFER - SGPS, S.A. 8 th April 2011 PROPOSAL REGARDING ITEM 3 OF THE AGENDA (To resolve upon the proposal of distribution of year-end results) Considering that in the business year ended on the 31 st December of 2010 it was settled, as negative net result of the year, the amount of 70,836, euros (seventy million, eight hundred and thirty-six thousand, five hundred thirty-seven euros and eighty-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 70,836, (seventy million, eight hundred and thirty-six thousand, five hundred thirty-seven euros and eighty-six cents), is allocated as past years results. Oliveira de Frades, 15 th of March of THE BOARD OF DIRECTORS

4 GENERAL MEETING OF MARTIFER - SGPS, S.A. 8 th April 2011 PROPOSAL REGARDING ITEM 4 OF THE AGENDA (To carry out the general analysis of the management and auditing of the company) Considering: A) The completion 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 behaviour of the Audit 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 auditing of the company were developed in the business year ended on the 31 st December 2010, expressing a confidence and praise vote to the activity developed by those bodies and by each of their members. Oliveira de Frades, the 15 th March of 2011 THE PROPOSING SHAREHOLDER(S)

5 GENERAL MEETING OF MARTIFER - SGPS, S.A. 8 th April 2011 PROPOSAL IN CONNECTION TO ITEM 5 OF THE AGENDA (To resolve upon the ratification of the cooptation of new members of the Board of Directors in order to complete the current term of office ( term)) Considering: A) That, following the resignations from the Board of Directors submitted on April 30 th 2010 by Mr. Eduardo Jorge Almeida Rocha and Mr. Jorge Paulo Sacadura Almeida Coelho, respectively, the Board of Directors has resolved, in the Board of Directors Meeting held in April 30 th 2010, in accordance with article 393º, no. 3, line b) of the Commercial Companies Act, to co-opt Mr. Luís Filipe Cardoso da Silva and Mr. Arnaldo José Nunes da Costa Figueiredo as directors of the company; B) The provisions of Article 393º, no. 4, of the Commercial Companies Act; C) The recognized professional and personal qualifications of the appointed directors, It is proposed: 1) To ratify the cooptation of Mr. Luís Filipe Cardoso da Silva and Mr. Arnaldo José Nunes da Costa Figueiredo to exercise the duty of directors of the company, until the end of the ongoing mandate corresponding to the four years ; 2) To express our recognition and appreciation by the way the resigning directors exercised his duties during his mandate. Oliveira de Frades, the 15 th March of 2011 THE BOARD OF DIRECTORS

6 MEMBERS OF THE BOARD OF DIRECTORS WHOSE COOPTATION IS SUBMITTED FOR RATIFICATION OF THE ANNUAL GENERAL ASSEMBLY OF SHAREHOLDERS OF MARTIFER SGPS, S.A. ON 8TH APRIL 2011 ARNALDO JOSÉ NUNES DA COSTA FIGUEIREDO He has a degree in Civil Engineering at Faculdade de Engenharia da Universidade do Porto (1977). In the last 5 years he was Chairman of Mota-Engil, Engenharia e Construção, SA and of the Board of Directors of MEITS - Mota-Engil, imobiliária e turismo, SA; Manager of Mota Internacional, LDA.; Chairman of Board of the Shareholders General Assembly of Maprel-Nelas, Indústria de Pré-Fabricados em Betão, SA; Member of the Board of the Shareholders General Assembly of Paviterra, SARL; Chairman of the Remuneration Committee (on behalf of Mota-Engil, Engenharia e Construção, SA) of Ferrovias e Construções, SA; of Aurimove Sociedade Imobiliária, SA; of Nortedomus Sociedade Imobiliária, SA; and of Planinova Sociedade Imobiliária, SA. He is a member of the Board of Directors of Martifer - SGPS, S.A. (non executive and non independent director) since 30 th April Is holder of 3,000 shares of Martifer SGPS, S.A.. Positions within the Martifer Group: Member of the Board of Directors: Positions outside the Group: Chairman of the Management Board: Vice-Chairman of the Management Board: Member of the Superior Board: Member of the General Board: Martifer - SGPS, S.A. Mota-Engil, Indústria e Inovação, SA Mota-Engil, SGPS, SA Ascendi, SGPS, SA. Asterion ACE AEM-Associação de Empresas Emitentes de Valores Cotados em Mercado LUÍS FILIPE CARDOSO DA SILVA He has a degree in Economics at Faculdade de Economia da Universidade do Porto. In the last 5 years he was director of MESP, Mota-Engil Serviços Partilhados Administrativos e de Gestão SA; MESP Central Europe Sp. z.o.o.; e Mota-Engil Brand Management B.V. He was member of the General and Supervisory Board of Vortal - Comércio Electrónico, Consultadoria e Multimédia, SA and member of the Superior Board of Ascendi Group, SGPS, SA, as well as member of the Supervisory Board of several companies of Ascendi Group. He is a member of the Board of Directors of Martifer - SGPS, S.A. (non executive and non independent director) since 30 th April Is holder of 2,000 shares of Martifer SGPS, S.A.. Positions within the Martifer Group: Member of the Board of Directors: Positions outside the Group: Member of the Board of Directors: Member of the Superior Board: Member of the General and Supervisory Board:: Martifer - SGPS, S.A. Mota-Engil, SGPS, SA (member and executive director) Mota-Engil Serviços Partilhados Administrativos e de Gestão SA MESP Central Europe Sp. z.o.o. Mota-Engil Brand Management B.V. Vallis, SGPS, SA Ascendi Group, SGPS, SA. Vortal - Comércio Electrónico, Consultadoria e Multimédia, SA

7 GENERAL MEETING OF MARTIFER - SGPS, S.A. 8th April 2011 PROPOSAL REGARDING ITEM 6 OF THE AGENDA (To appraise, for consultation purposes, the statements from the Remuneration Committee and from the Board of Directors on the remuneration policies of the management and audit bodies, and other senior executives discharging management responsibilities as defined in article 248-B, number 3 of the Securities Code) Considering that: 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; D) The statement referred to in (C) above was released jointly with the Corporate Governance Report, Annex III. It is proposed the approval of such Statements. Oliveira de Frades, 15 th March of 2011 The Remuneration Committee, The Board of Directors,

8 STATEMENT ON THE REMUNERATION POLICY OF THE MANAGEMENT AND SUPERVISORY BODIES TO BE SUBMITTED FOR APPROVAL OF THE GENERAL MEETING ON 8 APRIL 2011 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 28th March 2008, to exercise its duties for the four year period years and currently is formed by: António Manuel Queirós Vasconcelos da Mota (Chairman) Maria Manuela Queirós Vasconcelos Mota dos Santos (Member) Júlio Manuel Santos Martins (Member) Therefore, 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 7 April 2010 its 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 Corporate Government Code of Comissão Mercado dos Valores Mobiliários ( CMVM ). 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 Corporate Governance Code of CMVM. 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. 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.

9 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 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, as well of non-executive and non independent members, shall be made up of a fixed and a variable part, and, according to the law and article 20.3 of the Articles of Association, the variable part may not exceed 5% 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, shall consist in a monthly amount payable fourteen times per annum.

10 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 Fixed remuneration of the members of the Board of the General Meeting will be a predetermined value for each meeting. 7th 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 Board 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. 8th The Company s Board of Directors submitted a proposal of Stock Options Remuneration Plan (PROA) for appreciation to its Shareholders in the General Meeting of 28 March The objectives of the PROA are, among others, the retention of key employees of the various companies in the Group; as well as the members of the Board, the stimulation of the creativity and productivity of employees, thereby promoting the results of the Company; the creation favorable conditions to attract and recruit of managers and other key employees; the alignment of interests of the employees and members of the Board with the interests of Martifer s shareholders and other stakeholders, rewarding their performance through the value creation for shareholders, reflected in the evolution of the share price of the Company on the Stock Market. The PROA works by attributing as part of the variable remuneration (RV) of the beneficiary options to buy or subscribe to shares of Martifer. Thus, the PROA will depend on the performance evaluation system in force in the Group. The number of options each beneficiary receives in a given year will depend on the value of his/hers RV, which depends on his/hers performance evaluation, hierarchical position and the value of the options. The value of the options will be calculated by independent entities (Investment Banks). Each option will give the beneficiary the right to acquire or subscribe one Martifer share at a future date at the exercise price. The options may be exercised in 4 different moments, once annually. The shares to be delivered to the beneficiaries at the moment the option is exercised will result from a capital increase. The number of shares resulting from options attributed and not exercised, at any given time, may not exceed 2% of Martifer s share capital. The Beneficiary may lose the right to non exercised options in the event of leaving the Group, unless there is a mutual agreement. 9 th 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, is presently studying the possibility of adoption of politics that, shown to be feasible and balanced to all actors, foresee the possibility of the variable remuneration 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.

11 It is our understanding that, in light of what is said in the above 10, these options should be maintained until the next General Meeting. The Remuneration Committee

12 GENERAL MEETING OF MARTIFER - SGPS, S.A. 8th April 2010 PROPOSAL REGARDING ITEM 7 OF THE AGENDA (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: 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, 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

13 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 Committee, 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 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 Committee, 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 Committee, 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, 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;

14 e) Time of sale: to be determined by the management body of the company, which may delegate in the Executive Committee, 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 ore 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. Oliveira de Frades, 15th March 2011 THE BOARD OF DIRECTORS