Mota Engil SGPS S A : informs on the Notes Prospectus “€50,000,000 Fixed Rate Notes due 2028”

Mota-Engil, SGPS, S.A.

(incorporated with limited liability under the laws of Portugal)

Prospectus for admission to trading of the "€50,000,000 Fixed Rate Notes due 2028"

Mota-Engil, SGPS, S.A. (the "Issuer") issued an€50,000,000 aggregate principal amount of notes due 12 June 2028 in the denomination of €1,000 each (the "Notes") on 11 December 2023 (the "Issue Date"). The Notes bear interest on their aggregate principal amount at a fixed rate of 7.25 per cent per annum. The Issuer will pay interest on the Notes semi-annually in arrears on 12 June and 12 December of each year, from and including the Issue Date to and excluding 12 June 2028 (the "Maturity Date"). Unless previously redeemed or repurchased by the Issuer and cancelled, each Note shall be finally redeemed at its principal amount outstanding on the Maturity Date.

The Notes constitute direct, senior, unconditional, unsecured (subject to the provisions of Condition 2.2(a) of the Terms and Conditions of the Notes in Chapter 8 (the "Terms and Conditions of the Notes")) and unsubordinated obligations of the Issuer and rank pari passu, without any preference among themselves, and (save for certain obligations required to be preferred by law) equally with all other unsecured and unsubordinated obligations of the Issuer, from time to time outstanding. The Notes are not guaranteed.

The Notes were issued in dematerialised book-entry form (forma escritural) and are integrated and registered in and held through Interbolsa - Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. ("Interbolsa"), as operator of the Portuguese central securities clearing system (Central de Valores Mobiliários or "CVM"). The Notes are "nominativas", which means that Interbolsa can, at the Issuer's request, ask the affiliate members of Interbolsa for information regarding the identity of the holders of the Notes and transmit such information to the Issuer.

CVM currently has links in place with Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, Société Anonyme, Luxembourg ("Clearstream"), through accounts held by Euroclear and Clearstream with financial intermediaries for the purposes of the Portuguese Securities Code, and which are entitled to hold control accounts with Interbolsa on behalf of holders of the Notes (each, an "Affiliate Member of Interbolsa").

Investors should have regard to Chapter 6 - Mota-Engil Group's sustainable development goals, which describes the basis on which the Issuer and the External Verifiers will assess whether the Sustainability Performance Target has been met.

This prospectus (the "Prospectus") constitutes a prospectus for the purposes of Article 6(3) of Regulation (EU)

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2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the "Prospectus Regulation"). This Prospectus will be published in electronic form, together with all documents incorporated by reference herein or annexed hereto, on a dedicated section of the website of the Issuer (www.mota-engil.com) and Société de la Bourse de Luxembourg S.A. (the "Luxembourg Stock Exchange") (www.luxse.com).

This Prospectus was approved by the Commission de Surveillance du Secteur Financier, ("CSSF") which is the Luxembourg competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should neither be considered as an endorsement of the Issuer that is the subject of this Prospectus, nor of the quality of the Notes. By approving this Prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in line with the provisions of Article 6(4) of the Luxembourg law of 16 July 2019 on prospectuses for securities.

The Prospectus was prepared for the purposes set forth in Articles 1(1) and 3(3) of the Prospectus Regulation and its form and content comply with Delegated Regulation 2019/979, Delegated Regulation 2019/980 and any other applicable legal and regulatory provisions, in connection with the application that has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list (the "Official List") of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Bourse de Luxembourg") as from the Listing Date. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purpose of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("EU MiFID II"), appearing on the list of regulated markets published by the European Securities and Markets Authority ("ESMA") on its website (a "Regulated Market").

This Prospectus will be valid for 12 months after its approval, i.e. until 29 December 2024. In case of a significant new factor, material mistake or material inaccuracy relating to the information included in this Prospectus which may affect the assessment of the Notes, the Issuer will prepare and publish a supplement to the Prospectus without undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement this Prospectus will cease to apply with the admission to trading of the Notes on the Bourse de Luxembourg and, at the latest, upon expiry of the validity period of this Prospectus.

An investment in the Notes involves certain risks. Please see Chapter 2 (Risk Factors). Investors should make their own assessment as to the suitability of investing in the Notes and shall refer, in particular, to the "Terms and Conditions of the Notes" and "Taxation" chapters of this Prospectus for the procedures to be followed in order to receive payments under the Notes. Noteholders are required to comply with the procedures and certification requirements described herein in order to receive payments on the Notes free from Portuguese withholding tax. Noteholders must rely on the procedures of Interbolsa to receive payments under the Notes.

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The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act, unless an exemption from the registration requirements of the Securities Act is available, and in accordance with all applicable securities laws of any state of the United States and of any other jurisdiction.

Global Coordinator

Haitong Bank

The date of this Prospectus is 29 December 2023.

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IMPORTANT INFORMATION

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated in it by reference or annexed (see Chapter 10 (Documents incorporated by reference and documentation available to the public). This Prospectus shall be read and construed on the basis that those documents are incorporated in and form part of this Prospectus.

Investors in the Notes should rely only on the information contained in this Prospectus. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the Notes, or any information supplied by the Issuer or such other information as is in the public domain, and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or by the Global Coordinator.

The Global Coordinator has not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking whatsoever, express or implied, is made and no responsibility or liability is accepted by the Global Coordinator as to the authenticity, origin, validity, accuracy or completeness of the information contained or incorporated in this Prospectus, or of any other information provided by the Issuer in connection with the Notes. The Global Coordinator does not accept any liability in relation to the information contained or incorporated by reference in, or annexed to, this Prospectus or to any other information provided by the Issuer in connection with the Notes.

Neither the delivery of this Prospectus, nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Prospectus is true, correct, complete and updated after the date hereof or the date on which this Prospectus has been most recently amended or supplemented, or that there has been any adverse change, or any event reasonably likely to involve any adverse change, in the prospects or the financial or trading position of the Issuer since the date hereof or, if later, the date on which this Prospectus has been most recently amended or supplemented, or that any other information supplied in connection with the Notes is true, correct, complete and updated at any time after the date on which it is supplied or, if different, the date indicated in the document containing the same.

Neither this Prospectus, nor any other information supplied in connection with the Notes (a) is intended to provide the basis of any credit or other evaluation, or (b) should be considered as a recommendation by the Issuer or by the Global Coordinator that any recipient of this Prospectus or of any other information supplied in connection with the Notes should purchase any Notes. Each investor contemplating the purchase of any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus, nor any other information supplied in connection with any offering of the Notes, constitutes an offer or invitation by or on behalf of the Issuer, or the Global Coordinator, to any person to purchase any Notes.

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The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and by the Global Coordinator to inform themselves about and to observe any such restrictions. This Prospectus may not be used for or in connection with any offer to, or solicitation by, anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.

The Issuer and the Global Coordinator do not make any representation to any investor in the Notes regarding the legality of this investment under any applicable laws. Any investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time.

Neither the delivery of this Prospectus, nor the offering, sale or delivery of any Notes, shall in any circumstances imply that the information contained in it concerning the Issuer is correct at any time subsequent to its date or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Global Coordinator expressly does not undertake to review the financial condition or affairs of the Issuer during the life of the Notes, or to advise any investor in the Notes of any information coming to its attention.

In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member State of the European Economic Area and references to "EUR" or "Euro" are to the currency introduced at the start of the third stage of the European Economic and Monetary Union, as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended.

This Prospectus was prepared for the admission to trading of the Notes on a regulated market and does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction. Each recipient of this Prospectus shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer. The Issuer and the Global Coordinator do not represent that this Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or by the Global Coordinator which is intended to permit a public offering of any Notes or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and on the offering and sale of Notes.

No comment is made or advice is given by the Issuer or by the Global Coordinator in respect of taxation matters

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relating to the Notes and each investor is advised to consult its own professional adviser.

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PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes were not offered, sold, or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May (as amended, "MiFID II"), or (b) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (c) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017.

NO PRIIPs REGULATION KID

No key information document ("KID") required under Regulation (EU) No. 1286/2014 of the European Parliament and of the Council, of 26 November 2014, on key information documents for packaged retail and insurance-based investment products (the "PRIIPs Regulation") for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared by the Issuer or Haitong Bank, S.A., acting as global coordinator, and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS

The Notes were not offered, sold, or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK").

For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point

1. of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016, as amended, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014, as amended, as it forms part of UK domestic law by virtue of the EUWA, or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017, as amended, as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council, of 26 November 2014, as amended, as it forms part of the UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be

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unlawful under the UK PRIIPs Regulation.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET

MARKET

Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes led to the conclusion that (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014, (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer´s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer´s target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.

As part of this process, it was also concluded that all distribution channels for the Notes to the investors that are part of the target market are adequate.

In all cases, as provided below, the Notes were not offered, sold or distributed, nor will they be subsequently sold, except in circumstances which do not constitute a public offering of securities.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET

MARKET

Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "UK distributor") should take into consideration the manufacturer´s target market assessment; however, a UK distributor subject to the UK Financial Conduct Authority Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under UK MiFIR Product Governance Rules, as applicable.

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SUITABILITY OF INVESTMENT

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:

1. has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in, or annexed to, this Prospectus;
2. has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its specific financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
3. has sufficient financial resources and liquidity to bear all the risks of an investment in the Notes, including
   Notes where the currency for principal or interest payments is different from the potential investor's currency;
4. thoroughly understands the terms of the Notes and is familiar with the behaviour of financial markets; and
5. is able to evaluate possible scenarios related to economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to investment laws and regulations, or to review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of borrowing, and (3) other restrictions are applicable to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

CONSIDERATIONS ABOUT THE LAWFULNESS OF THE INVESTMENT

The activities of certain investors are subject to laws and regulations on investment matters and/or to review or regulation by certain authorities. Each potential investor shall use its own legal advisers to determine whether and to what extent (i) the Notes are legally allowed investments, (ii) the Notes can be used as collateral for various types of loans, and (iii) other restrictions are applicable to the subscription/purchase of the Notes. Financial institutions shall consult their legal, financial or other advisers, or the relevant regulatory agencies, to determine the appropriate treatment of the Notes pursuant to the risk management rules applicable to capital or other similar rules.

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CONSIDERATIONS ON THE SOCIAL, ENVIRONMENTAL AND SUSTAINABILITY ASSESSMENT OF THE NOTES

Neither the Issuer nor the Global Coordinator are responsible for any social, environmental and sustainability assessment of the Notes carried out by third parties.

The Notes may not meet an investor's requirements or future legal or regulatory standards for investment in assets with sustainability characteristics. Investors should make their own assessment of the Notes from a sustainability perspective.

Furthermore, the additional amount (as described in the Prospectus) to be attributed to investors depends on the definition of a key performance indicator of the Mota-Engil Group and is based on certain estimates and assumptions made by the Mota-Engil Group.

No warranty or representation is given by the Issuer, any other member of the Mota-Engil Group, the Global Coordinator, or S&P Global Ratings as to the adequacy or reliability of any statement, report, certification or validation of any third party in relation to the Notes or the sustainability performance objectives to fulfil any green, social, sustainability, sustainability-linked and/or other criteria. Any such statement, report or certification is not, and should not be deemed to be, incorporated into and/or part of the Prospectus.

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