IMPRESA - Sociedade Gestora de Participações Sociais, S.A.

Registered Office: Rua Calvet de Magalhães, nº 242, 2770-022

Share Capital: Euro 84,000,000.00

Registered at Commercial Registry of Lisbon

under registration number and tax identification number 502 437 464

Resolutions of the Extraordinary General Shareholders' Meeting

According to the legislation in force, IMPRESA - Sociedade Gestora de Participações Sociais, S.A. ("Company") hereby informs that the Extraordinary General Shareholders' Meeting held today, 23 November 2023, approved the partial amendment of the Company's Articles of Association, as follows:

  1. Amendment of Article 2 of the Articles of Association of the Company by inserting a paragraph 2, which shall read as follows:
    "2 - By resolution of the Board of Directors, the company may acquire shareholdings in companies with a different purpose to the one it pursues, or in companies regulated by special laws, and join complementary groups of companies.";
  2. Amendment of Article 4 of the Articles of Association of the Company by eliminating paragraphs 3 and 4, its previous paragraph 5 becoming paragraph 3;
  3. Amendment of Article 5 of the Articles of Association of the Company by amending paragraph 1 and inserting paragraphs 2 and 3, thus making Article 5 read as follows:
    "1 - The company may, within the legal limits, acquire and dispose of its own shares, bonds and other securities.
    2 - The company may issue bonds or any other securities, in all the forms and under the conditions permitted by the law in force.
    3 - The issue of bonds or other debt securities may be decided by the Board of Directors, which shall set the amount and other conditions of the respective issue.";
  4. Total amendment of Article 6 of the Articles of Association of the Company to include a single paragraph, which shall read as follows:
    "The provisions of Article 187 of the Securities Code shall not apply when, as a result of direct or indirect acquisitions, by inheritance or legacy, of any securities, there is, by virtue of direct ownership, usufruct or imputation of voting rights under the terms of Article 20 of the Securities Code, an exceeding, by any persons or entities, individually or jointly with other persons or entities, of any of the relevant voting rights limits established in that Article
    187 of the Securities Code.";
  1. Amendment of Article 7 of the Articles of Association of the Company, by amending paragraphs 2 and 4, which shall read as follows:

  2. "2 - Attendance at General Shareholders' Meetings is subject to the terms and conditions described in the law and the procedures set out in the respective convening notice.
    3 - […]
    4 - The instruments of voluntary representation of shareholders at the General Shareholders Meeting must contain all the identifying details of the representative and the represented and must be delivered to the company addressed to the Chairman of the Board of the General Shareholders' Meeting at least three working days before the date set for the meeting, unless the convening notice provides for a different time period, in which case electronic mail may be used.";
  3. Amendment to Article 8 of the Articles of Association of the Company, by amending paragraph 3 and inserting a new paragraph 4, which shall read as follows:

    1. "3 - Voting by correspondence is permitted, as follows:
    2. shareholders wishing to exercise their right to vote by correspondence must do so in relation to all the items on the Agenda set out in the notice convening the General
      Shareholders' Meeting, and must expressly and clearly state their vote;
    3. the voting statements must be signed, and the signatures must be legally recognised as having the power to do so, or, in the case of natural persons, be accompanied by a legible copy of their identification documents;
    4. the envelope containing the voting statements must be delivered or sent to the company's registered office by registered letter with acknowledgement of receipt, accompanied by a letter referring to the envelope, addressed to the Chairman of the Board of the General Shareholders' Meeting and received no later than the day before the date of the General Shareholders' Meeting, on a form to be provided by the company;
    5. votes cast by correspondence count as negative votes in relation to proposals for resolutions submitted after the vote has been cast.

4 - If expressly mentioned in the notice convening the respective General Shareholders' Meeting, shareholders may exercise their vote using electronic mail, in accordance with the terms, deadlines and conditions set out in said convening notice.";

7. Amendment to Article 11 of the Articles of Association of the Company by amending paragraphs 1 and 2, which shall read as follows:

"1 - The company will be managed by a Board of Directors composed from three to eleven members, elected by the General Shareholders' Meeting for a period of four years, re- election being permitted for successive four-year terms, under the terms of the law.

2 - The Board of Directors referred to in the previous paragraph comprises an Audit

Committee composed from three to five members, who may not be executive members.";

8. Amendment to Article 12 of the Articles of Association of the Company by amending paragraph 1:

  1. "1 - The Board of Directors is entrusted with the broadest management powers, carrying out all acts and exercising all functions permitted by law aimed at the company's realisation, and in particular:

    […]

  2. the obtaining of loans, including through the issue of debt securities, as well as the granting of the necessary collateral, whatever its extent and nature;

[…].";

9. Amendment of Article 13 of the Articles of Association of the Company by amending its sole paragraph to read as follows:

"The Audit Committee has the powers established by law and by these Articles of Association and is particularly responsible for:

[…]

f) receive reports of irregularities from shareholders, employees, company's collaborators or others;

[…].";

10. Amendment of Article 14 of the Articles of Association of the Company, by adding a new paragraph 6, which shall read as follows:

"6 - The Vice-Chairman who replaces the Chairman in his duties shall have casting vote.";

  1. Amendment of Article 16 of the Articles of Association of the Company, by adding a new paragraph 3, which shall read as follows:
    "3 - The Board of Directors may determine that certain company documents be signed mechanically, digitally or by stamp.";
  2. Amendment of Article 18 of the Articles of Association of the Company, by amending its sole paragraph to read as follows:
    "Members of the Board of Directors shall be remunerated, and it shall be the responsibility of the General Shareholders' Meeting to approve the remuneration policy and it is also its responsibility, or that of a committee elected by it for this purpose, to set the remuneration in accordance with this policy.";
  3. In addition, the spelling of all Articles will be updated and vocabulary standardised, as necessary.

Paço de Arcos, 23 November 2023

IMPRESA - Sociedade Gestora de Participações Sociais, S.A.

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Impresa SGPS SA published this content on 23 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 November 2023 19:37:10 UTC.