Registered office: Rua Calvet de Magalhães, nº 242, 2770-022 Paço de Arcos Share capital: 101,325,000.00 Euros
Registered with the Lisbon Commercial Registry Office Single registration and tax identification number 502 437 464
In accordance with the law and the Articles of Association, and following a request by the Board of Directors, the Shareholders of IMPRESA - SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A., issuer of shares admitted to trading on a regulated market, with its registered office at Rua Calvet de Magalhães, 242, em Paço de Arcos, registered at the Commercial Registry Office of Lisbon under single identification and Tax Identification Number 502 437 464 and with share capital of 101,325,000.00 Euros (one hundred and one million, three hundred and twenty-five thousand euros (the "Company") are hereby convened to attend the General Shareholders Meeting at its registered office, in the Luiz Vasconcellos Auditorium, on 26 May 2026, at 10 a.m. (Lisbon time), with the following
AGENDA ITEM ONE: To ratify the co-option of Ricardo Costa, Ana Sengo da Costa and Teresa Moura Gonçalves as members of the Board of Directors, of Pedro Bissaia Barreto and Massimo Musolino as members of the Audit Committee, and to ratify the appointment of Francisco Pedro Pinto de Balsemão as Chairman of the Board of Directors, for the remaining period of the term of office corresponding to the 2023/2026 quadrennium; ITEM TWO: To resolve on the approval of the single management report referred to in paragraph 6 of article 508-C of the Portuguese Companies Code, the balance sheet and individual and consolidated accounts, the Statutory Auditor's reports and the other individual and consolidated financial statements for the financial year ended on 31 December 2025, including, in particular, the report on corporate governance (which includes a chapter on the remuneration report) and the sustainability statements for the Impresa Group. ITEM THREE: To resolve upon the proposal of application of results for the financial year ended on 31 December 2025. ITEM FOUR: To carry out the general appraisal of the management and supervision of the Company, to the extent provided by law. ITEM FIVE: To resolve on the proposed remuneration policy for the members of the management and supervisory bodies of the Company for the 2026/2028 period; ITEM SIX: To resolve on the partial amendment and renumbering of certain articles of the Company's articles of association.In view of the Agenda described above, the General Meeting will be considered validly constituted to resolve (i) on Items One to Five of the Agenda, on first call, regardless of the number of shareholders present or represented, under the terms of Article 383(1) of the Portugues Companies Code ("PCC"); and (ii) on Item Six of the Agenda, on first call, if shareholders holding at least 1/3 of the Company's share capital are present or represented, under the terms of Article 383(2) of the PCC.
In the event that the General Meeting does not meet on the date indicated above, due to a lack of representation of the capital required by law, the Shareholders are hereby summoned to meet in a General Meeting, at the Company's registered office, at 10 a.m. (Lisbon time), on 11 June 2026, with the same Agenda, event in which the General Meeting may convene regardless of the percentage of represented share capital.
Procedures for attending and voting at the general meeting of shareholdersThe participation of the Shareholders in the General Shareholders Meeting and the exercise of voting rights shall be performed under the terms of the Company's Articles of Association and article 23-C of the Portuguese Securities Code, which is mandatorily applicable.
Pursuant to Article 23-C of the Portuguese Securities Code, the exercise of the voting rights is not subject to the blocking of shares and the Shareholders who have the right to vote and participate in the General Shareholders Meeting are the ones that, at 00:00 hours (GMT) of the 5th trading day before the date of the General Shareholders Meeting ("Record Date") - 19 May 2026 - hold shares which grant them the right to at least one vote.
Pursuant to Article 8(1) of the articles of association, each share corresponds to one vote.
The exercise of participation and voting rights at the General Meeting is not jeopardised by the transfer of shares after the Record Date, nor does it depend on them being blocked between the Record Date and the date of the General Meeting.
Shareholders wishing to participate in the General Meeting must declare this intention in writing to the financial intermediary with whom they have opened their individual securities registration account, no later than 11:59 p.m. (GMT) on the day prior to the Record Date (i.e. 11:59 p.m GMT 18 May 2026), and for this purpose Shareholders may use the declaration forms that will be available at the registered office and on the Company's website at https://www.impresa.pt from the date of publication of this Notice to Convene.
Financial intermediaries who are informed of their clients' intention to participate in the General Meeting must send the Chair of the Board of the General Meeting, by 11:59 p.m. (GMT) on the Record Date (i.e. 19 May 2026), information on the number of shares registered in the name of each of their clients, with reference to the Record Date, and may use the following email address for this purpose:
impresa@impresa.pt
Shareholders who, in a professional capacity, hold shares in their own name but on behalf of clients, may vote differently with their shares provided that, in addition to the declaration of participation and the submission by the respective financial intermediary of the above-mentioned information, they submit to the Chair of the Board of the General Meeting of Shareholders, by 11:59 p.m. (GMT) on the Record Date (i.e. 19 May 2026), using sufficient and proportionate evidence: a) the identification of each client and the number of shares to be voted on their behalf; and b) the voting instructions, specific to each item on the agenda, given by each client.
Shareholders who have declared their intention to participate in the General Meeting under the terms set out above and transfer the ownership of shares between the Record Date and the end of the General Meeting must immediately notify the Chair of the Board of the General Meeting and the Portuguese Securities Market Commission.
Voting will be conducted in the manner determined by the Chairman of the General Meeting.
Procedures for the exercise of the right to include items in the agenda, the right to present proposals for resolutions and the right to receive information on the General MeetingShareholders who, individually or jointly, hold shares corresponding to at least 2% of the share capital may request the inclusion of items on the Agenda. This request must be submitted in writing to the Chairman of the Board of the General Meeting within 5 (five) days of the date of publication of this Notice to Convene and must be accompanied by a document proving ownership of the said percentage of share capital and a proposal for a resolution on each matter whose inclusion is requested.
Shareholders who, individually or jointly, fulfil the conditions referred to in the previous paragraph may also request the inclusion of resolution proposals relating to matters referred to in the Notice to Convene or added to it. The request must be addressed in writing to the Chairman of the Board of the General Meeting within 5 (five) days of the publication of this Notice to Convene or its addendum and must be accompanied by a document proving ownership of the said percentage of share capital and the information that must accompany the proposed resolution.
During the General Meeting, any Shareholder may, under the terms and within the limits established by law, request that truthful, complete and informative information be provided to enable them to form an informed opinion on the matters subject to resolution (the duty to provide information covers relations between the Company and other related companies).
The information requested must be provided by the company body authorised to do so or, if indicated during the General Meeting itself, by technical experts in possession of more complete or up-to-date information, in order to satisfy the shareholders' right to information to the greatest and best extent possible. The information requested can only be refused in the cases provided for by law.
With a view to maximising the shareholders' right to information and to ensure the efficient and organised conduct of the proceedings, the Company invites shareholders who wish to obtain clarification or additional information on any of the items on the agenda to send their requests in writing in advance, preferably by the Record Date, i.e. 19 May 2026, by email to impresa@impresa.pt
Vote by correspondenceShareholders may exercise their right to vote by correspondence.
Shareholders intending to exercise their vote by correspondence should do so with regard to all items of the Agenda contained in this Notice and should indicate their vote expressly and clearly.
Votes by correspondence shall only be deemed valid when received at the registered office of the Company, located at Rua Calvet de Magalhães, n.º 242, Paço de Arcos, by means of registered mail with acknowledgment of receipt, addressed to the Chairman of the General Meeting, which must be received until the day before the date of the General Meeting (i.e. until 11:59 p.m. of 25 May 2026), without prejudice to the need to prove the quality of shareholder, in accordance with the abovementioned terms and conditions.
Aiming at ensuring the confidentiality of the vote up to the time of voting, the statement of vote foreseen in the previous paragraph shall be enclosed in a closed envelope which shall bear the following inscription: "Contains statements of vote relating to the items of the Agenda". The envelope containing the statement of vote shall be enclosed inside another envelope and be accompanied by a letter issued by the Shareholder and addressed to the Chairman of the General Meeting, expressing an unequivocal intention to vote by correspondence. The statement of vote by correspondence shall be admitted when signed and the signature of the statement of vote must be certified in accordance with the law and the underwriter's powers to act confirmed or, should he/she be a natural person, a readable copy of a relevant identity document shall be attached.
Pursuant to article 8, number 3, paragraph d) of the Company's Articles of Association, votes by correspondence will be deemed votes against any proposals submitted after their respective issuance.
The Chairman of the General Meeting is responsible for verifying compliance of voting statements by correspondence and votes contained in not accepted statements shall be deemed as not issued.
A draft of the ballot paper form and of the letter which must accompany it will be available to the Shareholders at the Company's registered office and at the Company's website (https://www.impresa.pt) from the date of disclosure of this Notice
Shareholders' RepresentationShareholders may be represented in the General Shareholders Meeting by way of a written document, signed and addressed to the Chairman of the General Meeting, pursuant to article 380 of the Portuguese Companies Code. For that purpose, Shareholders may use the forms available at the registered office
and at https://www.impresa.pt.
Voluntary representation of any Shareholder at the General Meeting may be committed to, if he/she is a natural person, another Shareholder, to a member of the Board of Directors, or to another person allowed under applicable law. Should the Shareholder be a legal entity, its voluntary representation may be committed to a person who is designated for such purpose by the means of a simple letter.
Instruments of voluntary representation of shareholders in General Meetings shall be submitted at the registered office, addressed to the Chairman of the General Meeting, at least 3 (three) business days prior to the date of the General Meeting (until 11:59 p.m. 21 May 2026), and will specify the meeting to which they refer to and indicate the date, the time and the place where the same will take place, granting unequivocally a proxy to the representative and identifying him/her adequately. The following email address: impresa@impresa.pt may also be used, subject to the abovementioned timings.
A Shareholder may appoint different representatives in relation to shares it owns, provided that the shares are registered in different securities accounts. However, pursuant to article 385 of the Portuguese Companies Code, a Shareholder and/or its representative(s) are obliged to vote in the same manner with all such shares.
If different votes, including abstention, are issued, all the votes issued by and/or on behalf of that Shareholder will be deemed null.
The attendance of a Shareholder represented on the Meeting, before the beginning of the Meeting, implies the termination of any power-of-attorney granted by such Shareholder.
Information prior to the General Shareholders MeetingOn the date of the publication of this Notice to Convene, the documents set forth in number 1 of article 289 of the Portuguese Companies Code and in article 21-J of the Portuguese Securities Code are made available to the Shareholders, at the Company's registered office and at the Company's website at https://www.impresa.pt, including documents to be disclosed to the General Meeting known at this date.
The documents regarding the 2025's accounts are also made available, on this date, on the Information Diffusion System of the Portuguese Securities Market Commission (CMVM), at https://www.cmvm.pt.
The General Meeting may convene (i) to resolve on Items One to Five of the Agenda, regardless of the number of shareholders present or represented, pursuant to Article 383(1) of the PCC; and (ii) on Item Six of the Agenda, on first call, if shareholders holding at least 1/3 of the Company's share capital are present or represented, pursuant to Article 383(2) of the PCC
The information referred to in number 2 of article 23-D of the Portuguese Securities Code will be available on the Company's Internet website https://www.impresa.pt, in the General Meetings' section, within 15 days after the end of the Meeting.
Processing of Personal DataThe personal data of the Shareholders or their representatives communicated to the Company in the context of the General Shareholders Meeting will be processed exclusively for the purpose of holding and managing the Company's General Shareholders Meeting, which will take place on the day and at the time indicated in this notice.
Personal data will be collected and processed by the Company for the sole purpose of holding the General Shareholders Meeting in strict compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 ("General Data Protection Regulation" or "GDPR"), with the Company acting as the controller of this personal data.
Personal data will be collected and processed on the basis of compliance with legal obligations and legitimate interest, pursuant to Article 6(1)(c) and (f) of the GDPR. Personal data will be processed and collected in particular with regard to speeches, voting declarations by shareholders and their representatives, the exercise of voting rights and the drawing up of attendance lists.
Data subjects may, at any time and to the extent that the legal requirements are met, exercise their rights of access, rectification, erasure, limitation and opposition to processing, and for this purpose the request should be addressed to the Company, by email to daj@impresa.pt or by post to the Company's registered office at Rua Calvet de Magalhães, 242, Paço de Arcos.
Paço de Arcos, 4 May of 2026
The Chairman of the General Meeting
Pedro Canastra de Azevedo Maia
