Promoción de un plan de pensiones de empleo.

I. Capital structure

1. Capital structure

The share capital of FC Porto - Futebol, SAD is, on June 30, 2015, of 112,500,000€ (one hundred and twelve million five hundred thousand euros), represented by 22,500,000 (twenty two million five hundred thousand) shares with a nominal value of 5€ (five euros) each.

On June 30, 2014, the share capital was 75,000,000. However, the General Meeting of Shareholders on October 2 2014, approved the capital increase in the amount of 37,500,000€ through the issuing of preferential shares without voting rights. Following this capital increase, which was fully subscribed by Futebol Clube do Porto, the capital of the Group now amounts to a total of 112.500.00€ (one hundred and twelve million five hundred thousand euros), having not been any changes to the social capital of FC Porto - Futebol, SAD since then.

Thus, to this date, the share capital is fully subscribed and paid up and is divided into 7,500,000 preferential shares without voting rights and 15,000,000 ordinary shares Category A and Category B (respectively 61.89 % and 38.11% of the capital), depending on the identity of the holder. Category A shares only integrate this category while held by Futebol Clube do Porto, or the Management Company of shareholdings in which the club holds the majority of share capital, automatically converting into Category B shares in the event of alienation to a third party in any way. For the purpose of exercising the right to vote, each ordinary share represents one vote.

Consolidated Accounting Report 2014/2015 ___________________________________________________________________________________________ June-30-2015 June-30-2014 Category A 9.282.931 6.000.000 Category B 5.717.069 9.000.000

Preferential without voting rights 7.500.000 0 22.500.000 15.000.000

Shares in category A give the shareholder the following special rights:

• Right to veto the decisions of the general meeting intended to merge, split, transform or dissolve the company and the change in statutes, increase or reduction of social capital and change of headquarters (article 7, n. 2 of statutes), according to article 23, n. 3 od Decree 10/2013 of January 25.

• Right to appoint at least one of the members of the Board of Directors, which will have the right to veto in consideration of that entity with a similar objective as n. 2 of article 7 in the Statutes (article 11, n. 3 in statutes1).

2. Restrictions regarding the transmission of shares and share holders

There are legal restrictions to the holding of shares representing the capital of FC Porto – Futebol, SAD, due to the specific demands of the sporting activity that rule its existence. Sporting companies are ruled by the special legal regime set in Decree 67/97, on April 3 according to the changes introduced by Law n. 107/97, on September 16, followed by Decree n. 10/2013, on January 25. Among those specific demands are:

• The existence of two categories for shares, with category A shares remaining subscribed and held, at any time, by the founding club, can only be legally apprehended or encumbrance in favour of collective people of public right;

• The special loyalty system of the Company to the founding club, which means that the club is forced to maintain a minimum participation in the Company (not inferior to 10%); in attributing special rights to the shares held by the founding club.

Consolidated Accounting Report 2014/2015

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3. Own shares

FC Porto – Futebol, SAD holds 100 own shares, consolidated, worth 499€. These shares, with a very small representation in the social capital of the company, are held by PortoSeguro, a company in the consolidation perimeter, held at 90% by FC Porto – Futebol, SAD.

PortoSeguro acquired 100 shares when the SAD was created, in 1997, and hasn’t alienated or acquired any share since. Thus, FC Porto – Futebol, SAD had, both at the start and at the end of the period under analysis, 100 own shares, worth 500€ at the time of buy.

4. Significant agreements involving the company and which start, change or cease in case the control of the company changes following a public acquisition offer, as well as its effects

There are no significant agreements of which the company is part and that will start, change or cease, in case the control of the Company changes following a public acquisition, or agreements between FC Porto – Futebol, SAD and the holders of the board of directors or workers foreseeing compensations for renounce or destitution of members of the board, nor in case of dismissal of worker, firing without a cause or termination of work relation, following a public acquisition offer.

FC Porto – Futebol, SAD has also not adopted any measure intending to stop the success of public offers of acquisition that disrespect the interests of the Company and the shareholders.

5. Regime controlling the renewal or revocation of defensive measures, especially those that foresee the limitation in number of detainable votes or belonging to a single shareholder, individually or under several shareholders

Under the terms of line 3 of article 7 of the statutes 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 Companies Act, will not be considered during the period in which to exercise his right to vote (i.e., the period after two fiscal years without receiving the priority dividend until the date of payment of a preferred dividend), if their share in total capital exceeds more than a third of

Consolidated Accounting Report 2014/2015

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the total votes corresponding to the share capital of FC Porto - Futebol, SAD. Therefore, if FC Porto has voting rights corresponding to 7,500,000 preferential shares without voting rights, such right will not be exercised in view of this vote limit.

6. Prosocial agreements known to the company and that may lead to restrictions in terms of transmission of assets or rights to vote

The Board of Directors is unaware of any prosocial agreement as described in Art. 19 of the Portuguese Security Code regarding the exercise of social rights, or the transmission of shares of FC Porto – Futebol, SAD.

There is no union to vote or defence agreement against public acquisition offers (take-overs).

II. Social Participations and Obligations detained

7. Qualified holdings

Under and for the purposes of Articles 16 and 20 of the Securities Code and Article 448 of the Companies Code, it is reported that the Company and / or individuals with qualified social participation exceeding 2%, 5%, 10%, 20%, a third, 50%, two thirds and 90% of the votes, and according to reports received at the headquarters of the Company are, as of June 30 2015, as follows:

Futebol Clube do Porto N. of Shares % Voting rights

Directly – Ordinary Shares 9,282,931 61.89%

Directly – Preferential Shares 7,500,000 0.00%

Through Jorge Nuno de Lima Pinto da Costa 250,000 1.67%

Through Alípio Jorge Calisto Fernandes 2,175 0.01%

Through Álvaro José Pereira Pinto Júnior 275 0.00%

Through Eduardo Jorge Tentugal Valente 200 0,00%

Through Ilídio Borges Pinto 10,450 0.07%

Through Reinaldo da Costa Teles Pinheiro 9,850 0.07%

Total Attributable 17,055,881 63.71%

António Luís Alves Oliveira N. of Shares % Voting rights

Directly 1.650.750 11,01%

Through Francisco António de Oliveira 980 0,01%

Consolidated Accounting Report 2014/2015

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Joaquim Francisco Alves Ferreira de Oliveira N. of Shares % Voting rights

Through Olivedesportos – SGSPS, SA 1.502.188 10,01%

8. Number of shares and bounds held by members of the Board of Directors and Advisory Council, under the terms of n. 5 of art. 447 of the Portuguese Companies Code

Under the terms of art. 447 of the Portuguese Companies Code, it should be informed that, as of June 30 2015, the directors of FC Porto – Futebol, SAD had the following shares:

Shares held by members of the Board of Directors Number of shares

Jorge Nuno de Lima Pinto da Costa* 250.000

Adelino Sá e Melo Caldeira* 0

Fernando Manuel Santos Gomes * 0

Reinaldo Costa Teles Pinheiro* 9.850

Rui Ferreira Vieira de Sá 0

* Futebol Clube do Porto, of which he is Chairman/Vice-Chairman of the Board, had 9.282.931 shares in June 30 2015

Shares held by members of the Advisory Council Number of shares

José Paulo Sá Fernandes Nunes de Almeida 100

Armando Luís Vieira de Magalhães 0

Filipe Carlos Ferreira Avides Moreira 10

José Augusto dos Santos Saraiva 0

As of June 30 2015, the Auditor had no representative shares of the social capital of FC Porto – Futebol, SAD.

Consolidated Accounting Report 2014/2015

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9. Special powers of the Board of Directors, regarding the increase of capital

Without prejudice of the several given by Law and the Statutes of the Company, the Board of Directors must assure the management of any social business and any operation regarding social focus, as they are given full powers, namely to:

a) Represent the Company, at all times, propose and dispute any actions, demand and release and make commitments in terms of decisions. For that, the board must delegate these powers in one mandatary;

b) Create a company budget, to be approved by the General Meeting;

c) Acquire, alienate and ornate or relocate assets, including shares, quotas, bounds and right to sign players;

d) Sign sporting contracts and sporting training contracts and proceed to dismiss them, by mutual or unilateral agreement;

e) Acquire real-estate;

f) Decide if the Company should associate with other entities, under the terms of art. 4 of the Statutes;

g) Decide on the emission of bounds and apply for loans in the national and/or international financial market and accept audits from relevant entities;

h) Appoint any other individual or collective entity for social positions in other companies.

The Board of Directors does not hold powers to decide on the increase of capital. As determined in article 7 of the Statutes of the Company, any increase to the capital requires previous analysis of the General Meeting, as shares of Category A, held by Futebol Clube do Porto (Clube), offer right to veto of any decision of the General Meeting which aim at increasing or decreasing if social capital. Still, as line b) of article 23, n. 2 of Decree n. 10/2013, of January 25 goes into effect, FC Porto no longer has, by Law, the right to veto over the change in statutes of FC Porto SAD or over the increase and decrease of social capital of that company, now being given the right to veto any chance to the emblem or equipment of its professional football teams.

Consolidated Accounting Report 2014/2015

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10. Relevant commercial relations between owners of bounds and the Company

There are no significant economic businesses for any of the parties involved, between the Company and the member of the Board of Directors, Audit Board, owners of qualified holdings or Companies under control of the Group, except the businesses or operations done under normal circumstances for similar operations, part of the current activity of the Company.