Semapa : Sociedade de Investimento e Gestão, SGPS, S.A. informa sobre Convocatória para a Assembleia Geral Extraordinária de Accionistas de 30 de Novembro de 2022 - versão em inglês

SEMAPA - Sociedade de Investimento e Gestão, SGPS, S.A.

Public Limited Company

Head Office: Av. Fontes Pereira de Melo, no. 14, 10th, Lisboa

Share Capital: 81,270,000 Euro

Corporate Person and Lisbon Companies Registry: 502.593.130

EXTRAORDINARY GENERAL MEETING

NOTICE

In accordance with the articles of association and the law, I hereby call the Shareholders of SEMAPA - Sociedade de Investimento e Gestão, SGPS, S.A. to the Extraordinary General Meeting convened for 30 November 2022, at 3 p.m. The meeting will take place at the Hotel Ritz in Lisbon, Rua Rodrigo da Fonseca, no. 88, given that suitable premises are not available at the registered offices, with the following

ORDER OF BUSINESS:

Sole Item - To resolve on the proposal to distribute Company reserves to Shareholders presented by the shareholder Sodim, SGPS, S.A.

I. Information

As from the date of posting of this notice, the information required by law and detailed in Article 21-J of the Securities Code and Article 289 of the Companies Code, including the documents and proposals to be submitted to the General Meeting, as known to the Company at this date, shall be available for consultation by the shareholders at the registered offices, on the Company's website (www.semapa.pt) and on the website of CMVM (www.cmvm.pt).

There are no special procedures in place in the Company that the Shareholders must follow to exercise the right to information during the General Meeting, set forth in Article 290 of the Companies Code, although the Chairman of the General Meeting shall be responsible for managing the time available in the best possible manner and making good use of his judgement on the proportionality of the information required.

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II. Attendance at the General Meeting

In addition to the company officers and the common representative of the bondholders, attendance and participation at the General Meeting, as well as exercising the right to vote, is open to Shareholders who possess 1 (one) share, which corresponds to 1 (one) vote.

Under the terms of the applicable legislation, Shareholders who meet the following requirements may participate and vote in the General Meeting:

1. By 11:59 p.m. (GMT) on 22 November 2022, have declared, in writing, to the Financial Intermediary with whom they have the account containing the relevant shares, their intention to participate in the General Meeting;
2. At 00:00 a.m. (GMT) on 23 November 2022, hereinafter the Registration Date, corresponding to the 5th trading day prior to the holding of the General Meeting, they are holders of shares conferring at least one vote;
3. The respective Financial Intermediary, having been informed, in accordance with paragraph a) above, of the Shareholder's intention to participate in the General Meeting, has communicated to the Chairman of the General Meeting, until 11:59 pm (GMT) of 23 November 2022 that intention, and sent to the latter the information on the number of shares registered in the name of the Shareholder in question, with reference to the Registration Date, and this communication may be sent by e-mail to the address [e-mail].

The right to attend and vote at the General Meeting is not hindered by the transfer of shares subsequent to the Registration Date and is also not conditional on the blocking of the shares between the Registration Date and the date of the General Meeting.

Shareholders who, having given notice of their intention to attend the General Meeting, subsequently transfer the ownership of shares during the period between the Registration Date and the end of the General Meeting, must give immediate notice of such transfer to the Chairman of the General Meeting and the Securities Market Commission; the notice addressed to the Chairman of the General Meeting shall be sent by email to [e-mail].

Shareholders who, on a professional basis, hold shares in their own name but on behalf of clients and who wish to cast votes for and against the same motion, in addition to the documents mentioned in paragraphs a) and c) above, shall submit to the Chairman of the

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General Meeting by email to [e-mail], at the latest, by 23:59 hours (GMT) on 23 November 2022, using sufficient and proportional evidence, (i) information identifying each client and the number of shares carrying votes to be cast on their account and, also (ii) the specific voting instructions for each item on the Order of Business as issued by each client.

III. Representation at the General Meeting

Shareholders may appoint proxies for the General Meeting, at their discretion, and may to this end use the proxy form available from the Company's website (www.semapa.pt) or that may be requested by e-mail to [e-mail].

Without prejudice to the rule on the unity of votes established in Article 385 of the Companies Code, any Shareholder may appoint different proxies for shares held in different securities accounts.

Proxy letters from Shareholders and documents appointing the representatives of corporate shareholders shall be delivered to the Chairman of the General Meeting so as to be received by 25 November 2022, being sent by email to [e-mail].

IV. Remote voting

Shareholders who have ensured their participation under the terms established in the preceding chapters of this notice may also vote by post or electronically, and the Chairman of the General Meeting of Shareholders shall be responsible for establishing their authenticity and conformity of the vote and for ensuring confidentiality up to the time of the vote, under the terms of the law and of the articles of association, and voting shall be processed as follows:

1. The PDF files or the voting declarations mentioned in the following paragraphs must be sent to the Chairman of the General Meeting by e-mail to [e-mail] 29 November 2022, or by a sealed envelope and received at the head office by the same date;
2. For the purposes of paragraph (a): The email message shall include the following
   attachments: 1) a statement addressed to the Chairman of the General Meeting in PDF format, signed - in accordance with the signature on the relevant valid identification document, a copy of which must accompany said statement, or through qualified digital

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signature, thus dispensing the need to attach the relevant identity document - expressing the wish to vote, and (2) the declaration of vote, one for each item on the Agenda, in PDF format, with the indication in the title of the document of the agenda item for which it is intended; and the sealed envelope shall contain (1) a letter addressed to the Chairman of the General Meeting, signed - in accordance with the signature on the relevant valid identification document, a copy of which must accompany said statement - expressing the wish to vote, and (2) the voting declarations, one for each item on the order of business, in a separate sealed envelope indicating on the outside the item on the order of business to which it refers;

1. The votes cast remotely shall be included in the vote count alongside the votes cast at the meeting and shall count as negative votes in relation to the resolutions submitted after the votes have been cast, and
2. Shareholders will find the form for the electronic vote on the company's website (www.semapa.pt). It may otherwise be requested by e-mail to [e-mail].

V. Right to include items on the agenda and to table draft resolutions

Pursuant to articles 23-A, paragraph 2, subparagraph a) and article 23-B, paragraph 1 of the Securities Code, Shareholders who, individually or in groups formed in accordance with the law, possess shares corresponding to no less than 2% of the Company's share capital may, by written application to the Chairman of the General Meeting during the 5 (five) days subsequent to the posting of this notice, request the inclusion of (i) new items on the Order of Business, such request being accompanied by a proposed resolution on each item submitted for inclusion and by the necessary supporting information, and (ii) proposed resolutions on items contained in the order of business or which have been added to the same, such request being accompanied by the proposed motion and the necessary supporting information. The written application to the Chairman of the General Meeting, as well as the proposed resolutions, may be sent by e-mail to [e-mail].

Lisbon, 07 November 2022

The Chairman of the General Meeting,

(Rui Manuel Pinto Duarte)

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