NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

GREENVOLT - ENERGIAS RENOVÁVEIS, S.A.

Registered office: Rua Manuel Pinto de Azevedo 818, 4100-320 Porto, Portugal

Fully subscribed and paid-up share capital: €367,094,274.62

Registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number

506 042 715

(Issuer)

SHARE CAPITAL INCREASE OF

GREENVOLT - ENERGIAS RENOVÁVEIS, S.A.

FROM €267,099,997.50 TO €367,094,274.62

REGISTRATION OF SHARE CAPITAL INCREASE

In accordance with the applicable legal provisions, Greenvolt - Energias Renováveis, S.A. ("GreenVolt" or "Issuer") hereby announces that the above-mentioned share capital increase has been registered with the competent Commercial Registry Office on the date hereof. This share capital increase resulted in the issuance of 17,792,576 new ordinary, book-entry, nominative shares, without nominal value ("New Shares"), at a subscription price of €5.62 per share, with subscription reserved to shareholders of GreenVolt in the exercise of their legal pre-emption rights ("Subscription Rights") and to other investors who acquired Subscription Rights (the "Offer").

As such, the current share capital of GreenVolt is now of €367,094,274.62 represented by 139,169,046 ordinary, book-entry, nominative shares without nominal value.

These ordinary shares will be issued following the above-mentioned registration of GreenVolt's share capital increase with the competent Commercial Registry Office.

This document, not approved by CMVM, is a non-official translation of the official Portuguese notice.

1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

The New Shares will be fungible with existing shares of the Issuer and, as of the date of issuance, will entitle their holders to the same rights as those of existing shares.

It is expected that the admission to trading on the regulated market Euronext Lisbon of the 17,792,576 New Shares issued pursuant to the Offer will occur as from 11 July 2022 (inclusive), under the ISIN code PTGNV0AM0001.

Lisbon, 7 July 2022

THE ISSUER

GREENVOLT - ENERGIAS RENOVÁVEIS, S.A.

THE FINANCIAL INTERMEDIARY

CAIXA - BANCO DE INVESTIMENTO, S.A.

This document, not approved by CMVM, is a non-official translation of the official Portuguese notice.

2

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

*****

Disclaimer

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF OFFERS TO PURCHASE OR SUBSCRIBE FOR, SECURITIES IN THE UNITED STATES. ANY SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), AND MAY NOT BE OFFERED, EXERCISED OR SOLD IN THE UNITED STATES. THERE IS NO INTENTION TO REGISTER ANY OF THE SECURITIES IN THE UNITED STATES OR TO CONDUCT AN OFFERING OF SECURITIES IN THE UNITED STATES AND ALL OFFERS AND SALES OUTSIDE THE UNITED STATES WILL BE MADE TO NON-US PERSONS IN RELIANCE ON REGULATION S UNDER THE US SECURITIES ACT, UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE.

THE ISSUE, EXERCISE OR SALE OF SECURITIES IN ANY POTENTIAL OFFERING ARE SUBJECT TO SPECIFIC LEGAL OR REGULATORY RESTRICTIONS IN CERTAIN JURISDICTIONS. THE ISSUER ASSUMES NO RESPONSIBILITY IN THE EVENT THERE IS A VIOLATION BY ANY PERSON OF SUCH RESTRICTIONS.

THE INFORMATION CONTAINED HEREIN SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, NOR SHALL THERE BE ANY SALE OF, THE SECURITIES REFERRED TO HEREIN, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. INVESTORS MUST NEITHER ACCEPT ANY OFFER FOR, NOR ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES TO WHICH THIS NOTICE REFERS, UNLESS THEY DO SO BASED ON THE INFORMATION CONTAINED IN THE APPLICABLE PROSPECTUS PUBLISHED OR OFFERING CIRCULAR DISTRIBUTED BY THE ISSUER.

THE ISSUER HAS NOT AUTHORIZED ANY OFFER TO THE PUBLIC OF SECURITIES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA") OTHER THAN PORTUGAL.

IN MEMBER STATES OF THE EEA (OTHER THAN PORTUGAL), THE INFORMATION CONTAINED HEREIN IS FOR DISTRIBUTION ONLY TO AND IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 (THE "PROSPECTUS REGULATION", WHICH TERM INCLUDES ALL AMENDMENTS THERETO, INCLUDING REGULATION (EU) 2019/2115 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 27 NOVEMBER 2019) ("QUALIFIED INVESTORS"). IN MEMBER STATES OF THE EEA (OTHER THAN PORTUGAL), THIS INFORMATION MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS INFORMATION RELATES IS ONLY AVAILABLE TO QUALIFIED INVESTORS AND WILL BE ENGAGED IN ONLY WITH QUALIFIED INVESTORS.

IN THE UK, THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS

  1. WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED ON IN THE UK BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS IN THE UK AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UK.

This document, not approved by CMVM, is a non-official translation of the official Portuguese notice.

3

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Greenvolt Energias Renovaveis SA published this content on 07 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 July 2022 16:33:01 UTC.