10/03/2026
PROPOSAL RELATING TO ITEM SIX OF THE AGENDA
"To resolve that the Board of Directors be composed of nine members and on the election of three new members of the Board of Directors for the remainder of the four-year term of office 2023/2026"
Whereas:
Pursuant to Articles 11(1) and 15(1) of the Articles of Association, the General Meeting of IMPRESA - Sociedade Gestora de Participações Sociais, S.A. ("Impresa") is responsible for electing the members of the Board of Directors and the Audit Committee;
In accordance with the Articles of Association, the members of Impresa's governing bodies are elected for four-year terms, and the term of office corresponding to the four-year period 2023-2026 is currently underway;
At the Annual General Meeting held on 26 May 2023, eight members were elected to the Board of Directors, which includs three members of the Audit Committee;
At the Annual General Meeting held on 27 May 2025, the reorganisation of the Audit Committee was approved, following the resignation tendered at that time by Manuel Guilherme Oliveira da Costa from his positions as member of the Board of Directors and Chairman of the Audit Committee. As a result, the Board of Directors came to be composed of seven members, as permitted under Article 11(1) of the Articles of Association. Subsequently, following the passing of Dr. Francisco Pinto Balsemão, the Board of Directors came to be composed of six members;
As part of the implementation of the Investment Agreement signed on 26 November 2025 ("Investment Agreement") between Impresa, IMPREGER - Sociedade Gestora de Participações Sociais, S.A. ("Impreger") and Media For Europe, N.V ("MFE"), the election of three new members to the Board of Directors is contemplated;
Pursuant to Article 11(1) of the Articles of Association, the Board of Directors may be composed of a minimum of three and a maximum of eleven members;
The full effectiveness of the Investment Agreement is subject to confirmation by the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários -
Rua Calvet de Magalhães, nº 242. 2770-022 Paço de Arcos - Portugal 1
Tel: (351) 213929780
"CMVM") that the Investment Agreement entered into and the transactions contemplated therein do not trigger for MFE the obligation to launch a mandatory public takeover bid over all the shares and other securities issued by Impresa that confer the right to subscribe for or acquire shares therein;
subject to the condition precedent that the CMVM issues a decision confirming that the Investment Agreement entered into between Impresa and MFE, as well as the transactions contemplated therein, do not trigger for MFE the obligation to launch a mandatory public takeover bid over all the shares and other securities issued by Impresa that confer the right to subscribe for or acquire the same, the shareholder Impreger hereby proposes that the General Meeting resolve that:
The total number of members of the Company's Board of Directors be set at nine;
If the proposed recomposition is approved, for the remainder of the term of office corresponding to the four-year period 2023/2026, the following be elected as members of the Board of Directors:
Michele Giraudo; Massimiliano Ventimiglia; and Massimo Musolino; and
In case the proposed members come to be elected, their beginning of office shall only occur after Media for Europe - N.V. ("MFE") becomes a shareholder in Impresa, by becoming the holder of 82,500,000.00 shares representative of Impresa's share capital.
If, up to the date of the General Meeting, (i) no decision has been issued by the CMVM on the aforementioned matter or (ii) a decision is issued determining the existence of an obligation to launch the aforementioned takeover bid, this item on the Agenda shall be deemed not to have been presented and, consequently, shall not be considered or submitted for resolution by the General Meeting.
In addition, under the terms and for the purposes of Article 289(1)(d) of the Portuguese Companies Code, this proposal is attached:
as Annex I (Opinion on the Suitability of the Proposed Members of the Board of Directors and Audit Committee), the opinion reflecting the individual and overall assessment of the suitability of the proposed members for the position they propose to fulfil; and
as Annex II (CVs), the documents relating to each of the proposed members of the Board of Directors, with information on their professional qualifications, professional activities carried out in the last five years and the number of company shares they hold.
We further inform that the members of the Board of Directors proposed herein do not own shares representing the share capital of Impresa.
Paço de Arcos, 16 February 2026
Rua Calvet de Magalhães, nº 242. 2770-022 Paço de Arcos - Portugal 2
Tel: (351) 213929780
For IMPREGER - Sociedade Gestora de Participações Sociais, S.A.,
Rua Calvet de Magalhães, nº 242. 2770-022 Paço de Arcos - Portugal 3
Tel: (351) 213929780
ANNEX IOpinion on the Suitability of the Proposed Members of the Board of Directors
Opinion on the suitability of the candidates proposed for the Board of Directors
Following the presentation of the list of candidates proposed for the election of the 3 (three) additional members to the Board of Directors, Impreger has assessed the members of the governing bodies individually and globally and concluded that:
the set of proposed members has a diverse range of skills suitable for the performance of their duties, taking into account, in particular, their academic qualifications, specialised training and professional experience in areas relevant to Impresa's activity (law, engineering and technology, business and strategic management, economics and finance and commercial operations) as evidenced by their CVs, which are suitable for the full fulfilment of the responsibilities and performance of the duties assigned, as well as having, as a whole, previous training and experience in the sector in which Impresa operates;
the proposed members will join the Board of Directors, together with the members already elected, ensuring that the composition of this body fulfils the legal criteria of diversity and independence;
each of the proposed candidates meets the requirements of integrity, professional qualifications, experience and availability required of Impresa's governing bodies and also demonstrates high ethical principles, values and behaviour compatible with the standards required of governing bodies, as well as the ability to exercise critical, considered, constructive and independent judgement;
In view of the above, Impreger believes that the list of candidates for the Board of Directors that it proposes to elect at the next General Meeting fulfils the legal and recommendatory requirements applicable to Impresa and meets the conditions for the correct performance of its duties.
Paço de Arcos, 16 February 2026
For IMPREGER - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A.:
Rua Calvet de Magalhães, nº 242. 2770-022 Paço de Arcos - Portugal 4
Tel: (351) 213929780
ANNEX IICVs of Proposed Candidates
Rua Calvet de Magalhães, nº 242. 2770-022 Paço de Arcos - Portugal 5
Tel: (351) 213929780