GENERAL MEETING'S PREPARATORY DOCUMENTS | Porto | May 27, 2014 Proposal/ Item 5

(Translated from the Portuguese Original)

Hon. Mr
Chairman of the Board of the General Meeting
Grupo Soares da Costa, SGPS,S.A.
Chairman of the Board of the General Meeting,
Regarding the Company's annual general shareholding meeting, scheduled to May 27,
2014, the board of directors presents the following

PROPOSAL 5 of the GENERAL SHAREHOLDING'S AGENDA

It is proposed, under the terms of articles 319 and 320 of the Corporate Code and of Regulation (EC) no.273/2003, of December 22, 2003 and, in addition, of article 5 (2) of the Company's Bylaws, that the General Meeting:
a) Authorize the Company to purchase own shares in a regulated market for a period of 18 months, as from the date of deliberation of this authorization, with the limitation that the total number of own shares held, at any times, does not exceed 10% (ten percent) of its share capital, at minimum and maximum prices, and according to the volume of shares that result from the application of Regulation (EC) no.2273/2003, of December 22, 2003;
b) Authorize the Company to sell own shares in a regulated market for a period of
18 months, as from the date of deliberation of this authorization, in a minimum amount of 100 own shares at a price not lower than that which results from the application of Regulation (EC) no.2273/2003, of December 22, 2003;
c) Grant, from this moment on, the Board of Directors full powers to execute the resolutions passed regarding the previous sub-paragraphs a) and b), according to the quantities of shares and at the stock prices that it deems opportune and adequate, in compliance, with the legal framework applicable.

The board of directors

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