Sonae SGPS

AGM Information • Apr 30, 2019

Maia, 30th April 2019

(Translation from the Portuguese original)

SONAE – SGPS, S.A. Registered Office: Lugar do Espido, Via Norte, Maia Share Capital: 2,000,000,000 Euros Registered at Maia Commercial Registry Sole registration and tax number 500 273 170 Public Company

Information on resolutions taken at the Shareholders' Annual General Meeting

Sonae hereby informs, under the terms and for the purposes of article 249 of the Portuguese Securities Code and of CMVM Regulation no. 5/2008, that the following resolutions were taken at the Shareholders' Annual General Meeting held today:

• 1- To approve the Company's Annual Report, the Individual and Consolidated Annual Accounts for 2018, including appendices thereto, as presented by the Board of Directors.
• 2- To approve the proposal for the application of the 2018 Net Profit, as follows:

That the 2018 Net Profit of 321,807,558.32 euros, has the following appropriation:

• Legal Reserves: 16,090,378.46 euros;
• Dividends: 88,200,000.00 euros;
• Free Reserves: 217,517,179.86 euros.

The Board of Directors accordingly proposes that a gross dividend of 0.0441 euros per share, excluding of the total dividends of 88,200,000.00 euros, the amount of dividends that would be attributable to the shares that, at the dividends distribution date, are held by the Company or by any of its subsidiaries, which should be added to Free Reserves. This dividend corresponds to a dividend yield of 5.4% considering the closing price of December 31st 2018 and to a payout ratio of 42% considering the consolidated direct result attributable to Sonae's shareholders.

3- To approve a vote of appreciation and confidence in the work performed by the management and audit bodies of the Company during the financial year of 2018.

4- To approve the following proposal for the election of the Chairman and the Secretary of the Shareholders' General Meeting, the members of the Board of Directors, the Statutory Audit Board, and the Shareholders' Remuneration Committee for the four-year mandate 2019-2022:

One – Elect to compose the Board of Shareholders' General Meeting, the Board of Directors, the Statutory Audit Board and the Shareholders' Remuneration Committee for the four-year mandate starting 2019 and ending 2022:

• a) Board of the Shareholders' General Meeting:
• Carlos Manuel de Brito do Nascimento Lucena Chairman
• Maria Daniela Farto Baptista Passos Secretary
• b) Board of Directors:
• Duarte Paulo Teixeira de Azevedo
• Ângelo Gabriel Ribeirinho dos Santos Paupério
• José Manuel Neves Adelino
• Margaret Lorraine Trainer
• Marcelo Faria de Lima
• Carlos António Rocha Moreira da Silva
• Fuencisla Clemares
• Philippe Cyriel Elodie Haspeslagh
• Maria Cláudia Teixeira de Azevedo
• João Pedro Magalhães da Silva Torres Dolores
• c) Statutory Audit Board:
• Maria José Martins Lourenço da Fonseca Chairman
• Daniel Bessa Fernandes Coelho Effective Member
• Manuel Heleno Sismeiro Effective Member
• Sara Manuel Carvalho Teixeira Mendes Substitute
• d) Shareholders' Remuneration Committee:
• Artur Eduardo Brochado dos Santos Silva Chairman

• Francisco de La Fuente Sánchez

• Ramon O'Callaghan

Two- Fixate the guarantee of the elected members of the Board of Directors and of the Statutory Audit Board in 250,000 euros (two hundred and fifty thousand euros), to be rendered by any of the means permitted by law.

Three – Authorise the directors, whose positions hold are described in the curricula vitae hereto attached, to also exercise positions in the companies in which the proposing company holds, directly or indirectly an interest, without applying any restriction on their access to information under the terms and for the effects of paragraph 4 of article 398 of Portuguese Companies Act. The information required by subparagraph (d) of paragraph 1 of article 289 of Portuguese Companies Act and by paragraphs 5 and 7 of article 30A of the General Regime of Credit Institutions and Financial Companies is hereto attached. The election of the members of the Board of Directors and of the Statutory Audit Board is subject to the authorisation of the Bank of Portugal, pursuant to the set forth in paragraph 4 of article 30B of the General Regime of Credit Institutions and Financial Companies.

• 5- To elect, for the four-year mandate 2019-2022, PricewaterhouseCoopers & Associados Sociedade de Revisores de Contas, Lda. (SROC no. 183), represented by Hermínio António Paulos Afonso (ROC no. 712) or by António Joaquim Brochado Correia (ROC no. 1076), as the Company's Statutory External Auditor, and Joaquim Miguel de Azevedo Barroso (ROC no. 1426) as Alternate Statutory External Auditor
• 6- To approve the remuneration of the Shareholders' Remuneration Committee, as per the terms of the proposal presented and previously disclosed.
• 7- To approve the remuneration policy of the statutory governing bodies as well as the attribution share plan and respective regulation, as per the terms of the proposal presented by the Shareholders' Remuneration Committee and previously disclosed.
• 8- To approve, pursuant to article 8 of the Articles of Association, on the applicable principles for an eventual issuance of convertible bonds, as may be decided by the Board of Directors, as per the terms of the proposal presented by that body and previously disclosed.
• 9- To approve, the suppression of the shareholders' pre-emptive right in the subscription of any issuance of convertible bonds decided by the Board of Directors pursuant to the terms of the proposal approved under agenda item 8, as per the terms of the proposal presented by that body and previously disclosed.
• 10- To approve the increases of share capital eventually necessary for the conversion of convertible bonds that, pursuant to agenda item 8, may be decided by the Board of Directors, as per the terms of the proposal presented by that body and previously disclosed.
• 11- To authorise the Board of Directors, over the next 18 months, to purchase and sale own shares up to the legal limit of 10%, as per the terms of the proposal presented by that body and previously disclosed.
• 12- To authorise the Board of Directors, over the next 18 months, to purchase and sale bonds issued by the Company up to the legal limit of 10%, as per the terms of the proposal presented by that body and previously disclosed.
• 13- To authorise over the next 18 months, and in compliance with the legal limitations, the purchase and holding of shares of the Company by its subsidiaries, as per the terms of the proposal presented by that body and previously disclosed.

The Representative for the Capital Market Relations