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Expert Corporate Governance Service (ECGS)
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Jeronimo Martins SGPS April 11th, 2019

In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition.

In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meeting shall be appointed on proposals submitted by shareholders. However, no proposals were made publicly available by the controlling shareholder Sociedade Francisco Manuel dos Santos (56.1%) at the date of release of this analysis (March 25). The only proposal communicated to the shareholders refers to the appointment of the statutory auditor.

We have not identified specific concerns over the re-appointment of Ernst & Young as statutory auditor, but we strongly regret that no proposals were made available to shareholders sufficiently in time before the AGM. We also have serious concerns over the combination of the roles of Chairman and CEO and the lack of independent representation on the Board (44%). Furthermore, the female representation (11%) is contrary to our minimum requirement of 30%, and we strongly regret that all the appointments are proposed in a single resolution. Therefore, we recommend opposition.

In item 6, we also recommend that shareholders oppose the appointment of the members of the Remuneration Committee (external to the Board of Directors), as no proposals were made publicly available at the date of release of this analysis.

Underlying
Jeronimo Martins SGPS S/A

Jeronimo Martins S.G.P.S. is a holding company. Through its subsidiaries, Co. is engaged as a food distribution company with operations in Poland and Portugal. Co. operates in four segments: Portugal Retail, which comprises the business unit of JMR - Gestao de Empresas de Retalho, SGPS, S.A. (Pingo Doce supermarkets); Portugal Cash & Carry, which includes the wholesale business unit Recheio; Poland Retail, which includes the business unit with the brand Biedronka; and Others, which includes marketing services and representations, restaurants in Portugal, health and beauty retail in Poland, and its retail business in Colombia.

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