Teixeira Duarte S A : Proposal presented within the scope of the first item of the agenda of the general Shareholders Meeting of the 8th of October 2021 | DOWNLOAD PDF

To the

Chairman of the Board of the General Shareholders' Meeting of

TEIXEIRA DUARTE, S.A.

GENERAL SHAREHOLDERS' MEETING OF OCTOBER 8, 2021

PROPOSAL FOR THE FIRST ITEM OF THE AGENDA

Regarding the matter set out in the first item of the Agenda or this Shareholders' Meeting, the shareholders TEIXEIRA DUARTE 1886, S.A., holder of the legal entity identification card number 501.220.666 and PEDRO MARIA CALAINHO TEIXEIRA DUARTE, taxpayer number 145.241.319, hereby present the following proposal:

WHEREAS:

1. The corporate bodies, including the Board of Directors, were elected, in a Shareholders' Meeting held on May 27, 2019, to perform their role during the 2019/2022 term;
2. Effective as of June 30, 2021, the Chairman of the Board of Directors of Teixeira Duarte, S.A., who subscribes this proposal, resigned from the role he had been performing;
3. It is the Shareholders' Meeting's authority to elect the members of the Board of Directors and appoint one among them to perform the duties of Chairman;

The signatories propose that the Shareholders' Meeting resolve on the rearrangement of the Board of Directors in the following terms:

1. To elect, as new members of the Board of Directors of the Company, to perform their duties together with the remaining directors for the duration of the 2019/2022 term:
2. 1. ISABEL MARIA NUNES CORREIA TEIXEIRA DUARTE, married, taxpayer number 254.380.000, with professional domicile at Lagoas Park, Edifício 2, 2740-265 Porto Salvo, Oeiras;
   2. MIGUEL CALAINHO DE AZEVEDO TEIXEIRA DUARTE, legally separated, taxpayer number 153.455.721, with professional domicile at Lagoas Park, Edifício 2, 2740-265 Porto Salvo, Oeiras;
3. Considering the rules set out in paragraphs 3 and 4 of Article 398 of the Companies Code, to resolve that, as is the case with the remaining members of the Board of Directors, the two directors identified above be expressly authorized to perform corporate roles in any company that is a competitor to Teixeira Duarte, S.A., specifically taking into account its multiple direct and indirect subsidiaries, all the while maintaining full access to any and all types of information, sensitive or not, related to this Company in which the occupy the role of directors;
4. In accordance with the remuneration policy for the members of the corporate bodies set out in the context of the Company's Corporate Governance and approved in the Shareholders' Meeting of May

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24, 2021, the remuneration of the newly elected directors shall, similarly to what happens with the remaining members of the Board of Directors, be determined by the Remunerations Committee mentioned in article 11 of the Articles of Association;

1. That, similarly to what happens with the remaining members of the Board of Directors, the liability of each of the newly elected directors be guaranteed by the performance of a deposit or insurance agreement entered into for the benefit of those entitled to compensation, with time frames, terms and conditions determined by law, for the amount of 250,000.00€ (two-hundred and fifty thousand Euro);
2. That the Board of Directors and the Supervisory Board ensure that the proof of performance of the abovementioned deposits or insurance agreements are kept in the Company's safes, in the legally set terms and periods;
3. To appoint as Chairman of the Board of Directors, the director currently performing the role within the term for which he was elected in the Shareholders' Meeting of May 27, 2019: MANUEL MARIA CALAINHO DE AZEVEDO TEIXEIRA DUARTE, married, taxpayer number 177.747.552, with professional domicile at Lagoas Park, Edifício 2, 2740-265 Porto Salvo, Oeiras.

Following the proposals above, the Board of Directors will be composed by the following members, to perform the following roles for the remainder of the current term (2019/2022):

Chairman:	Manuel Maria Calainho de Azevedo Teixeira Duarte
Directors:	Carlos Gomes Baptista
	Maria da Conceição Maia Teixeira Duarte
	Diogo Bebiano Branco de Sá Viana Rebelo
	Isabel Maria Nunes Correia Teixeira Duarte
	Miguel Calainho de Azevedo Teixeira Duarte

Lagoas Park, September 2, 2021

Teixeira Duarte 1886, S.A.

Pedro Maria Calainho Teixeira Duarte

Note: On this date, the additional information elements set out in Article 289, paragraph 1, item d) of the Companies Code regarding the persons proposed above for the Board of Directors, were deposited at the registered office and made available on the "TEIXEIRA DUARTE, S.A." website (www.teixeiraduarte.pt). For all due purposes, those elements are also attached hereto.

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To complement the proposal presented regarding the first item of the Agenda for the Shareholders' Meeting to take place on October 8, 2021, we hereby disclose the information produces in the terms and for the purposes of Article 289, paragraph 1, item d), regarding MIGUEL CALAINHO DE AZEVEDO TEIXEIRA DUARTE, proposed for the role of Director:

• Professional Qualifications:
• • Degree in Decisional Systems Engineering - Cocite - Cooperativa de Ensino Superior de Técnicas Avançadas de Gestão e Informática C. R. L. (1995);
  • Postgraduate program in Finance - Nova School of Business & Economics in Lisbon (2005);
  • Postgraduate degree in the accounting master's program at ISCTE (2006).
• Professional Activities performed in the past five years within entities integrated in the Teixeira Duarte Group:
• • Member of the Remunerations Committee of "Teixeira Duarte - Engenharia e Construções, S.A.";
  • Member of the Remunerations Committee of "Teixeira Duarte, Gestão de Participações e Investimentos

Imobiliários, S.A.".

• Professional Activities performed in the past five years within entities outside of the Teixeira Duarte Group:
• • Member of the Board of Directors of Teixeira Duarte 1886, S.A.;
  • Director of Midinvest, Gestão e Investimentos, Sociedade Unipessoal Lda.;
  • Member of the Board of Directors of Verdadobjectiva S.A.;
  • Director of Ramo Verde - Exploração Florestal, Ltda. (Brasil);
  • - Director of Midinvest Brasil Ltda.;
  • Member of the Board of Directors of Noronha Sanches - Investimentos Imobiliários S.A..
• Number of shares held in the Company
• • 49.673.026 (forty nine million six-hundred and seventy three thousand and twenty six) shares, of which are directly owned 1.408.416 (one million four-hundred and eight thousand four-hundred and sixteen) shares and 48.264.610 (forty eight million two-hundred and sixty four thousand six-hundred and ten) shares indirectly through Midinvest, Gestão e Investimentos, Sociedade Unipessoal Lda., a company dominated by him.

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To complement the proposal presented regarding the first item of the Agenda for the Shareholders' Meeting to take place on October 8, 2021, we hereby disclose the information produces in the terms and for the purposes of Article 289, paragraph 1, item d), regarding ISABEL MARIA NUNES CORREIA TEIXEIRA DUARTE, proposed for the role of Director:

• Professional Qualifications:
• • Degree in Law, Católica Lisbon School of Law (2010);
  • - LL.M. Law in a European and Global Context, Faculty of Law, Católica Lisbon School of Law, with Exchange Program in Duke University School of Law, Carolina do Norte, E.U.A. (2011).
  • Master's Degree in Private Law, Católica Lisbon School of Law (2015);
  • Doctoral student in Private Law, Católica Lisbon School of Law (2018-2022);
• Professional Activities performed in the past five years within entities outside of the Teixeira Duarte Group:
• • Lawyer at Cuatrecasas, Gonçalves Pereira & Associados;
  • Professor at the Faculty of Law - School of Lisbon, Catholic University of Portugal;
  • Member of the Coordination Council of the Catolica Research Center for the Future of Law.
  • Publication of several scientific articles in works and specialty journals.
• Number of shares held in the Company 50,000 (fifty thousand) shares.

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To complement the proposal presented regarding the first item of the Agenda for the Shareholders' Meeting to take place on October 8, 2021, we hereby disclose the information produces in the terms and for the purposes of Article 289, paragraph 1, item d), regarding MANUEL MARIA CALAINHO DE AZEVEDO TEIXEIRA DUARTE, proposed for the role of Chairman of the Board of Directors:

• Professional Qualifications:
• • Law degree from the University of Lisbon School of Law (1989)
• Professional Activities performed in the past five years within entities integrated in the Teixeira Duarte Group:
• • 
    Director of TEIXEIRA DUARTE, S.A. And
  • Chairman of the Board of Directors of Teixeira Duarte - Engenharia e Construções, S.A.
  • Chairman of the Board of Directors of C+P.A. - Cimento e Produtos Associados, S.A.
  • Chairman of the Board of Directors of ILTA - Urbanizadora da Ilha de Tavira, S.A.
  • Chairman of the Board of Directors of IMOTD - Sociedade Gestora de Participações Sociais, S.A.
  • Chairman of the Board of Directors of Lagoas Hotel, S.A.
  • Chairman of the Board of Directors of LAGOASFUT - Equipamento Recreativo e Desportivo, S.A.
  • Chairman of the Board of Directors of SINERAMA - Organizações Turísticas e Hoteleiras, S.A.
  • Chairman of the Board of Directors of TD VIA - Sociedade Imobiliária, S.A.
  • Chairman of the Board of Directors of TDE - Empreendimentos Imobiliários, S.A.
  • Chairman of the Board of Directors of TDH - Sociedade Gestora de Participações, S.A.
  • Chairman of the Board of Directors of TDO - Sociedade Gestora de Participações Sociais, S.A.
  • Chairman of the Board of Directors of TEDAL - Participações e Distribuição, S.A.
  • Chairman of the Board of Directors of TEDAL - Sociedade Gestora de Participações Sociais, S.A.
  • Chairman of the Board of Directors of TEDAL II - Distribuição e Investimentos, S.A.
  • Chairman of the Board of Directors of TEDAL III - Automóveis e Investimentos, S.A.
  • Chairman of the Board of Directors of TEDAL IV - Participações e Automóveis, S.A.
  • Chairman of the Board of Directors of Teixeira Duarte - Gestão de Participações e Investimentos Imobiliários, S.A.
  • Director of AVIA PORTUGAL - Produtos Petrolíferos, S.A.
  • Director of CPM - Companhia de Parques de Macau, S.A.
  • Member of the Board of Directors of
  • Director of ILTA - Urbanizadora da Ilha de Tavira, S.A.

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