26/05/2026
PROPOSAL REGARDING ITEM FIVE OF THE AGENDA
To resolve on the proposed remuneration policy for the members of the management and supervisory bodies of the Company for the period 2026/2028.
Considering:
That Article 26-B of the Portuguese Securities Code requires the Remuneration Committee to submit a proposed remuneration policy for the members of the management and supervisory bodies for approval by the general meeting of shareholders;
The recommendations on remuneration policy set out in the Corporate Governance Code of IPCG - Instituto Português de Corporate Governance;
That following the reorganisation of the composition of the Company's corporate bodies, and the passing of Dr. Francisco Pinto Balsemão, it became necessary to update the remuneration policy for the members of the management and supervisory bodies of the Company;
That the Remuneration Committee prepared this proposed policy based on the current text of the remuneration policy in force for the four-year period 2023/2026, the content of which was approved unanimously by the votes cast at the Annual General Meeting of the Company on 26 May 2023, which demonstrates the shareholders' agreement with the policy in force during the current term of office;
That the proposed amendments are primarily aimed at promoting the execution of the long-term business strategy of the Company and the Impresa Group, contributing to their long-term interests and sustainability, pursuant to Article 26-C(1) of the Portuguese Securities Code, and are based on meritocracy, recognising the current and potential merit of the holders of management and supervisory positions, without compromising criteria of reasonableness, sustainability and comparability, in accordance with the principles governing the Company's remuneration structure;
That, in accordance with Article 26-C(2)(b) of the Portuguese Securities Code, the employment and remuneration conditions of the Impresa Group's employees were duly taken into account in establishing this Policy;
That the relevant amendments introduced in this Policy were determined, in particular, by the reorganisation of the composition of the Company's corporate bodies, the elimination of the Delegate Administrator role and the creation of the Executive Committee, and reflect the favourable and unanimous vote of the shareholders regarding the remuneration policy in force, approved at the Annual General Meeting on 26 May 2023, no opinions or shareholder votes contrary to the structure and principles of the current remuneration policy having been raised at that or at subsequent General Meetings, pursuant to and for the purposes of Article 26-C(6) of the Portuguese Securities Code;
That the decision-making process for the determination, review and application of this Policy lies with the Remuneration Committee, a body elected by the General Meeting, composed exclusively of independent and non-remunerated members, and that the mitigation of potential conflicts of interest is ensured by the strict application of rules preventing the participation or voting by the addressees of the Policy on any matters related to the award, review, cancellation or reversal of remuneration or to the respective assessment, pursuant to Article 26-C(5) of the Portuguese Securities Code;
That the amendments introduced vis-à-vis the Remuneration Policy currently in force result in the:
harmonisation of the provisions of Articles 1(5), 2(1) and (2), 3, 4 and 5 with the elimination of the administrator-delegate role and the creation of the Company's Executive Committee;
cross-cutting review of the fixed remuneration amounts for the holders of the management and supervisory bodies pursuant to Article 3, in order to better safeguard the increased needs and responsibilities of their functions; and
elimination of the former Annex II relating to the supplementary retirement scheme concerning the "Impresa Publishing & Associadas" pension fund;
The Remuneration Committee proposes that the General Meeting resolve to approve the remuneration policy for the members of the management and supervisory bodies of the Company for the period 2026/2028, which shall henceforth have the wording set out in the annex.
Paço de Arcos, 29 April 2026
On behalf of the Remuneration Committee,
ANNEX Remunerations Policy IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. REMUNERATION POLICY OF THE MANAGEMENT AND SUPERVISORY BODIESPursuant to Articles 26-A to 26-F of the Portuguese Securities Code, the Remuneration Committee reviewed and consolidated the rules applicable to the remuneration of the members of the Management and Supervisory Bodies of IMPRESA - Sociedade Gestora de Participações Sociais,
S.A. ("Company" or "IMPRESA"), with a view to the following purposes: Meritocracy -Indicate recognition of merit;
Simplification - Determine the attribution of variable remuneration according to criteria that are easy to understand;
Reasonableness - Maintain balance between the interests of the Company and those of the shareholders, taking into account the IMPRESA Group's structure and size;
Sustainability - Encourage the improvement of the Company and IMPRESA Group's economic and financial conditions in a long-term perspective, with goals of achievement of consolidated values of EBITDA and net debt of the IMPRESA Group being fundamental criteria for attributing the variable remuneration of the directors entitled to such, and requiring that these goals should be achieved within a multiannual period for the attribution of this variable remuneration;
Comparability - Ensure the alignment of the Company's remuneration structure with the remuneration practices of companies listed on regulated markets located in Portugal with a profile and size similar to those of the Company;
Continuity and Consistency - Ensure the consistency of the remunerative tradition of the Company and IMPRESA Group, considering the current specific conditions of employment and remuneration of the Group's employees, remunerating the members of the management and supervisory bodies in accordance with principles of equity and taking into account the responsibility of the employee's position, profile and professional experience, connection with the Company (namely, the inexistence of any longterm management contract);
Utility - Guarantee that the remuneration, in particular the variable remuneration, attributed to the members of the management and supervisory bodies is an instrument to implement the Company and IMPRESA Group's long-term business strategy, conferring the Remuneration Committee the
freedom to review and change the rules of attribution of this remuneration whenever considered necessary to ensure the achievement of the purposes listed above and the pursuit of this business strategy.
In view of the above, the Remuneration Committee decided to approve this remuneration policy of the Company's management and supervisory bodies for the period of 2026-2028 (the "Policy"):
Article 1(Purpose and definitions)
This Policy defines the annual basic remuneration, the multiannual variable remuneration and the benefits of the members of the Company's management and supervisory bodies.
This Policy presents the gross remuneration values.
The following expressions and abbreviations, when written with the first letter in upper-case, have the meaning given below:
- Net remunerated debt - the value of net remunerated debt of cash and cash balances (and other items) as presented in the "Group Plan and Consolidated Debt" approved annually by the Company's Board of Directors;
EBITDA (earnings before interest, taxes, depreciation and amortisation) - as defined in the Group's consolidated financial statements;
- Group or IMPRESA Group - includes the Company and all commercial companies in a controlling or group relationship with the Company;
- RVP Assessment Period - corresponds to one economic year of the Company;
- RBA - annual basic remuneration, corresponding to the fixed remuneration;
- Annual Verification and Attribution Meeting - the Remuneration Committee's annual meeting called to discuss and decide on the attribution of the payment of multiannual variable remuneration;
- RVP - multiannual variable remuneration;
- Company - IMPRESA - Sociedade Gestora de Participações Sociais, S.A.;
With the exception of the Statutory Auditor, the members of the Company's management and supervisory bodies holding corporate positions in IMPRESA Group companies are only remunerated for their positions held in the Company and any remuneration for performance of
a position in a subsidiary of the Group requires prior authorisation and definition by the Remuneration Committee, within the limits established in the Policy.
If members of the management and supervisory bodies leave office before the end of their term of office, the legally established rules on compensation are applicable, without prejudice to the provisions stipulated in numbers 6 and 7 of Article 4 of this Policy regarding payment of multiannual variable remuneration to the Chief Executive Officer and the remaining Executive Members of the Board of Directors.
(General rules on remuneration of the Company's management and supervisory bodies)
With the exception of the Chief Executive Officer and the remaining Executive Members of the Board of Directors, the members of the Company's Board of Directors are only entitled to receive the annual basic remuneration established in this Policy, payable in 14 instalments, with the provisions related to multiannual variable remuneration not being applicable to them.
The Chief Executive Officer and the remaining Executive Members of the Board of Directors are entitled to receive the annual basic remuneration, payable in 14 instalments, and the multiannual variable remuneration, provided that the requirements on which its attribution and payment depend are met.
The members of the Audit Committee are remunerated as directors.
The Statutory Auditor will be remunerated under the terms of the contract concluded with the Company, according to the criteria established by the Audit Committee, which include hiring of the Statutory Auditor at market prices.
The Statutory Auditor, as such, is not entitled to any other type of remuneration or allowances, nor to the benefits foreseen in number 1 of Article 5, except for that established in the contract mentioned in the previous number.
The Company has not concluded nor shall conclude any agreements or contracts with members of the Board of Directors.
(Annual basic remuneration of the members of the Board of Directors)
The members of the Board of Directors are entitled to receive the following annual basic remuneration:
Chairman of the Board of Directors and Chief Executive Officer - € 385.000,00;
Deputy Chairman of the Board of Directors - € 65.800,00;
Executive Member of the Board of Directors:
Chief Product Officer - € 254.800,00;
Chief Financial Officer - € 191.800,00;
Chief Operating Officer - € 189.000,00;
Non-Executive Member of the Board of Directors and President of the Audit Committee -
€ 44.800,00;
Non-Executive Member of the Board of Directors and member of the Audit Committee -
€ 40.012,00;
Non-Executive Member of the Board of Directors - €30.002,00.
To the remuneration of the Chief Executive Officer and the remaining Executive Members of the Board of Directors of the Company is added the meal allowance paid in accordance with the rules applicable to employees of the IMPRESA Group.
The Remuneration Committee may annually review the value of the annual basic remuneration established in the previous number, consequently changing this Policy, under the terms of Article 6.
(Multiannual variable remuneration of the Chief Executive Officer and the remaining Executive Members of the Board of Directors)
The Remuneration Committee should determine, by reference to the pertinent three-year reference period, the application of a multiannual variable remuneration (RVP) model, with payment deferred for 3 years, to the Chief Executive Officer and the remaining Executive Members of the Board of Directors).
Multiannual variable remuneration considers six bonus levels, corresponding to 1 to 6 times the monthly gross remuneration of the assessed person, based on the following cumulative criteria of achievement during a specific multiannual variable remuneration Assessment Period:
Positive assessment of performance, conducted by the Corporate Governance Committee;
Achievement of the consolidated Net Remunerated Debt;
Achievement of consolidated value of EBITDA.
The assessment of the performance of the Chief Executive Officer and the remaining Executive Members of the Board of Directors will be conducted by the Corporate Governance Committee in a meeting held during the first two months of the year following that of the corresponding multiannual variable remuneration Assessment Period.
The amount to be attributed each year as multiannual variable remuneration is calculated annually by the Remuneration Committee during the respective Annual Verification and Attribution Meeting and paid according to the following rules:
The consolidated values of Net Remunerated debt and EBITDA will be verified in comparison with the amounts approved by the Board of Directors for the multiannual variable remuneration Assessment Period in question and the final annual income and cash flow statements for the year in question;
The performance assessment will correspond to that arising from the minutes of the Corporate Governance Committee referred to in the previous number;
Based on the verification of these criteria, the Remuneration Committee will attribute a multiannual variable remuneration of up to 6 times the monthly gross remuneration of the Chief Executive Officer and the remaining Executive Members of the Board of Directors pursuant to the assessment grid described in Annex I of this Policy;
The multiannual variable remuneration will be payable in cash, paid by bank transfer;
The payment of the variable remuneration is deferred for 3 years, with part of the total amount of the multiannual variable remuneration being payable on the following dates:
In the first half of the year following the pertinent Assessment Period (Assessment Period + 1), after the approval of the annual accounts at the Company's General Meeting: 50% of the multiannual variable remuneration attributed by the Remuneration Committee;
In the first half of the second year following the pertinent Assessment Period of the relevant multiannual variable remuneration (Assessment Period + 2), after the approval of the annual accounts at the Company's General Meeting: 25% of the
multiannual variable remuneration attributed by the Remuneration Committee; and
In the first half of the third year following the pertinent Assessment Period of the relevant multiannual variable remuneration (Assessment Period + 3), after the approval of the annual accounts at the Company's General Meeting: 25% of the multiannual variable remuneration attributed by the Remuneration Committee.
During the deferral period, the Chief Executive Officer and the remaining Executive Members of the Board of Directors may lose the right to the payment of that variable remuneration (malus) if, in any of the two following multiannual variable remuneration Assessment Periods, the director does not meet the criteria for attribution of multiannual variable remuneration for the respective Assessment Period, under the terms determined by the Remuneration Commission in the relevant Assessment Meeting.
The Company cannot, under any circumstances, request the refunding (claw back) of variable remuneration that has already been paid.
If the Chief Executive Officer and the remaining Executive Members of the Board of Directors leave office for any reason (except in the case of just cause for dismissal), after the end of the Assessment Period of the multiannual variable remuneration, but before the full payment of the multiannual variable remuneration corresponding to that Assessment Period will be payable, on the due payment dates, provided that there has been no loss of that right (malus) under the terms established in subparagraph (f) of number 4 of this Article 4.
If the Chief Executive Officer and the remaining Executive Members of the Board of Directors leave office for any reason, before the end of the multiannual variable remuneration Assessment Period, the multiannual variable remuneration corresponding to that Assessment Period will not be payable.
(Benefits attributed to the Company's management and supervisory bodies)
The Chief Executive Officer and the remaining Executive Members of the Board of Directors of the Company, identified in sub-paragraphs a) and c) of paragraph 1 of Article 3, benefit from health insurance, the use of a company vehicle and other non-monetary benefits for professional use, such as Company mobile phones and portable computers, according to the rules applicable to the IMPRESA Group employees, which are not considered remuneration for the purposes of this Policy.
The members of the management and supervisory bodies of the Company may also receive invitations to events organized by the IMPRESA Group and/or tickets for events in which the Company or any IMPRESA Group company is a Media Partner, namely - but not limited to -
tickets for cultural and sports performances.
Article 6(Review of the Policy)
Pursuant to the Company's articles of association, the Remuneration Committee is responsible for reviewing and approving any changes to this Policy, subsequently submitting the revised Policy for the appraisal of the Company's shareholders at the next Annual General Meeting.
Without prejudice to any other justified changes in the meantime, the Policy should be enforced up to the end of the last year of the period (2028) and will be fully reviewed in that year for application in the following period (or as decided at that time).
Under the full review that should be conducted at the end of the term of office of this Policy, the Remuneration Committee should consider the impact of the remuneration policy of the management and supervisory bodies on the Company's ability to achieve its goals and sustainable growth in a long-term perspective, observing the purposes listed in this Policy's introduction and seeking to align the interests of all the Company's stakeholders and preventing conflicts of interest.
(Conflicts of Interest)
The mitigation of any conflicts of interest requires the existence and strict application of rules that prevent the participation in or voting on - by the members subject to this Policy - any matters related to the attribution, review, cancellation or reversal of remuneration (as applicable) or the corresponding assessment of those subject to this Policy.
ANNEX I (Grid for attribution of Multiannual Variable Remuneration)The multiannual variable remuneration will be attributed as a result of the cumulative verification of the following attribution criteria (listed in number 2 of Article 4 of the Policy) and according to the EBITDA value effectively recorded in the Company's consolidated financial statements relating to the respective multiannual variable remuneration Assessment Period:
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