Movilización de derechos en un plan individual 74

VI.1. Companies shall provide, via their websites in both the Portuguese and English languages, access to information on their progress as regards the economic, financial and governance state of play.

Adopted Part I / C / V. / 59 to 65 VI.2. Companies shall ensure the existence of an investor support and market

liaison office, which responds to requests from investors in a timely fashion and a record of the submitted requests and their processing, shall be kept.

Adopted Part I / C / IV. / 56 to 58

Recommendations I.4., II.1.1., II.1.4., II.1.5., II.1.6, II.1.7., II.1.10., II.2.2., II.2.4., II.2.5., II.3.1. e V.2. are not fully adopted by FC Porto – Futebol, SAD, as explained below.

• Recommendation I.4.: For the purpose of exercising the right to vote, each share corresponds to one vote, and the presence at the General Meeting is not conditioned on holding a minimum number of shares. However, under the terms of line 3 of Article 7 of the statutes of FC Porto - Futebol, SAD, the votes of shareholders of the Group who hold preferential shares without voting rights that may confer voting rights, pursuant to Article 342, n. 3 of the Commercial Companies Code, shall not be considered during the period in which they can exercise their right to vote if their share in the total capital exceed more than one third of all the votes attached to the capital of FC Porto - Futebol, SAD. There is no provision in the Company's statutes any maintenance or modification of this statutory provision to the General Meeting.

• Recommendation II.1.1.: The directors of FC Porto – Futebol, SAD focus their activity in the management of participations of the Group and in the definition of strategic development lines. The decisions regarding strategic and relevant matters are adopted by the Board of Directors as a composed college body by all members, executive and non-executive, in the normal performance of their duties. Additionally, some of the directors of the Company are in

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the Board of Directors of other operational units in the Group, which means the recommendation is not fully followed.

• Recommendation II.1.4.: FC Porto – Futebol, SAD believes that, given its size, the only indispensable specialized commission to the needs of the Company in the Remuneration Committee, not presenting any committees with the specific purpose of identifying candidates to directors and to reflect on the adopted governing system, for which the recommendation cannot be considered adopted.

• Recommendation II.1.5.: In this report, there is a description of the most important aspects in the risk management that were implemented in the Group. However, FC Porto – Futebol, SAD does not have a system for internal control and risk management to include all the components foreseen in that type of system, for which the recommendation is not fully adopted.

• Recommendation II.1.6.: FC Porto - Futebol, SAD does not meet the II.1.6 recommendation, which recommends that the Board of Directors includes a number of non-executive members to ensure effective monitoring capacity, supervision and evaluation of the activities of other members of the management body. Although the Group understands that, given its small size and the fact that its executive members are very competent in the management of the group, the existence of a non-executive director ensures the efficient supervision, auditing and assessment of activities of non-executive members, it is the understanding of CMVM that, to comply with this recommendation, at least one third of the total number of directors shall be non-executive.

• Recommendations II.1.7. and II.1.10.: the members of the Board of Directors are not independent, with the exception of Rui Ferreira Vieira de Sá, as all are part of the Board of Futebol Clube do Porto, holder of around 75% of the capital, and 62% of the voting rights, of Futebol Clube do Porto – Futebol, SAD, having a dominant influence over it. Rui Ferreira Vieira de Sá is in the Board of Directors of Somague Engenharia, SA, which is owned 100% by Somague, S.G.P.S., S.A., which in turn is owned 100% by Sacyr SYV, a company that owned 18,79% of the social capital of Futebol Clube do Porto – Futebol, SAD, until October 2014. Considering the company model adopted and the composition and functioning of its governing

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bodies, namely the independence of audit bodies, without any delegation of competence between that or any other committees, the Group believes that appointing independent directors would not add any benefits to the proper functioning of the model adopted, which has been proving to be adequate and efficient.

• Recommendation II.2.2.: The recommendation has not been fully complied with, as the reports issued by the external auditor have the first recipient the Supervisory Board, together with the Board of Directors. However, FC Porto - Futebol, SAD believes that this procedure does not affect the criterion of independence and conflict of interest, since the external auditor's report is not influenced or changed depending on the presentation to the Board of Directors.

• Recommendation II.2.4.: Even if the Audit Committee does not have any responsibilities in the creation and functioning of internal control systems, it does take into consideration their existence and efficiency when analysing the risks to the Company.

• Recommendation II.2.5.: Given that the Internal Audit and Planning and Management Control departments depend on the Board of Directors, this recommendation is considered not met. However, in spite of the Supervisory Board does not take responsibility in the creation and operation of internal control systems, it takes into account their existence and effectiveness during the examination of the risks of the group.

• Recommendation II.3.1.: The recommendation has not been fully complied with since two of the members of the Remuneration Committee have positions in the structure of the majority shareholder of the company. However, since both are non-executive in Futebol Clube do Porto, with up to one of only advisory positions, FC Porto - Futebol, SAD considers that the accuracy and impartiality of this body is not questionable.

• Recommendation V.2.: Currently, there are no procedures or criteria regarding the definition of relevant level of significance of businesses between the Company and holders of qualified participations, or entities that are under any type of dominion or group, for which it would be required an intervention of the audit body. However, the transactions with directors of FC Porto – Futebol, SAD, or with companies related to the group or dominion represented by the director, regardless of the amount, should be previously cleared by the Board of Directors,

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properly accepted by the audit body, under the terms of art. 397 of the Portuguese Companies Code.

3. Other information

Futebol Clube do Porto – Futebol, SAD believes that, despite the only partial compliance with the recommendations of CMVM, as explained above, the degree of adoption if still wide and complete.

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D. Shares held by members of the Board of Directors and Advisory Council

Board of Directors

Jorge Nuno de Lima Pinto da Costa

On June 30, 2014, had 250.000 shares. Has not acquired or alienated any share since, and, as of June 30 2015, had 250.000 shares. Futebol Clube do Porto, of which he is Chairman of the Board, had, on June 30 2015, 9.282.931 shares.

Fernando Manuel Santos Gomes

No shares held. Futebol Clube do Porto, of which he is Vice-Chairman of the Board, held, on June 30 2015, 9.282.931 shares.

Adelino Sá e Melo Caldeira

No shares held. Futebol Clube do Porto, of which he is Vice-Chairman of the Board, held, on June 30 2015, 9.282.931 shares.

Reinaldo da Costa Teles Pinheiro

On June 30, 2014, had 9.850 shares. Has not acquired or alienated any share since, and, as of June 30 2015, had 9.850 shares. Futebol Clube do Porto, of which he is Vice-Chairman of the Board, held, on June 30 2015, 9.282.931 shares.

Rui Ferreira Vieira de Sá No shares held

Audit Committee

José Paulo Sá Fernandes Nunes de Almeida

Had 100 shares as of June 30 2014. Has not acquired or alienated any share since, and, as of June 30 2015, had 100 shares.

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Armando Luís Vieira de Magalhães No shares held.

Filipe Carlos Ferreira Avides Moreira

Had 10 shares as of June 30 2014. Has not acquired or alienated any share since, and, as of June 30 2015, had 10 shares.

José Augusto dos Santos Saraiva No shares held.

Statutory Auditors

Deloitte & Associados, SROC S.A. represented by António Manuel Martins Amaral No shares held.