GENERAL MEETING
29 MAY 2025
NOTICE
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
ANNUAL GENERAL MEETING NOTICEAs requested by the Board of Directors and 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 Annual General Meeting convened for 29 May 2025, at 3.30 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:
To resolve on the report and accounts at year end 2024, including the management report, the separate and consolidated balance sheet and accounts, the corporate governance report, which includes the remuneration report, and the consolidated non-financial statement (sustainability statement);
To resolve on the proposal for allocation of profits;
To assess in general terms the work of the Company's directors and auditors;
To resolve on the election of the members of the Board of the General Meeting, the Audit Board, the Board of Directors, and the Remuneration Committee for the three-year period 2025-2027;
To resolve on the election of the Statutory Auditor for the three-year period 2025-2027;
To resolve on the remuneration of the members of the Remuneration Committee;
To resolve on the proposal of remuneration policy for company officers; and
To resolve on the acquisition and disposal of own shares and bonds, pursuant to articles 319, 320 and 354 of the Companies Code.
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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 (https://www.semapa.pt) and on the website of CMVM (https://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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Attendance at the General Meeting
Shareholders who possess 1 (one) share, which corresponds to 1 (one) vote, may participate in the General Meeting, exercising the right to vote. Additionally, company officers, the statutory auditor, and the common representative of the Bondholders have the right to participate in or attend the General Meeting, as applicable.
Under the terms of the applicable legislation, Shareholders who meet the following requirements may participate and vote in the General Meeting:
By 11:59 p.m. (GMT) on 21 May 2025, 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;
At 00:00 a.m. (GMT) on 22 May 2025, 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;
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 22 May 2025 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 ag@semapa.pt.
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 ag@semapa.pt.
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 General Meeting by email to ag@semapa.pt, at the latest, by 23:59 hours (GMT) on 22 May 2025, 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.
- 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 (https://www.semapa.pt) or that may be requested by e-mail to ag@semapa.pt.
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 26 May 2025, being sent by email to ag@semapa.pt.
