Semapa Sociedade De Investimento E Gestao Sgps SaEURONEXT: SEM

Corporate Governance Report Year 2024

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CORPORATE GOVERNANCE REPORT

REPORT AND ACCOUNTS 2024 | 06

2024 CONTENTS PART I - INFORMATION ON CAPITAL STRUCTURE, ORGANIZATION AND CORPORATE GOVERNANCE
  1. CAPITAL STRUCTURE

    1. Capital Structure

    2. Holdings of Shares and Bonds

  2. CORPORATE BODIES AND COMMITTEES

    1. General Meeting

    2. Management and Supervision

    3. Auditing

    4. Statutory Auditor

    5. External Auditor

  3. INTERNAL ORGANIZATION

    1. Articles of Association

    2. Notification of Irregularities (Whistleblowing)

    3. Internal control and risk management

    4. Investor Support

    5. Website

  4. REMUNERATIONS AND THE REMUNERATION REPORT

    1. Powers to determine remuneration

    2. The Remuneration Committee

    3. Remuneration structure

    4. Disclosure of remuneration

    5. Agreements with remuneration implications

    6. Stock or stock option plans

  5. RELATED PARTY TRANSACTIONS CONFLICTS OF INTEREST

    1. Control Mechanisms and Procedures

    2. Details of transactions

      PART II - ASSESSMENT OF CORPORATE GOVERNANCE

      1. Identification of the Corporate Governance Code adopted

      2. Analysis of compliance with the adopted Corporate Governance Code

      3. Additional information

ANNEX I

DISCLOSURES REQUIRED BY ARTICLE 447 OF THE COMPANIES CODE

ANNEX II

REMUNERATION POLICY

REPORT AND ACCOUNTS 2024 | 06

DECLARATION REQUIRED UNDER ARTICLE 29-G.1.C) OF THE SECURITIES CODE

PART I

INFORMATION ON CAPITAL STRUCTURE, ORGANIZATION AND CORPORATE GOVERNANCE
  1. CAPITAL STRUCTURE
    1. CAPITAL STRUCTURE

      1. Capital structure (share capital, number of shares, distribution of capital between shareholders, etc.), including indication of shares not admitted to trading, different classes of shares, the rights and obligations attaching to these and the percentage of share capital that they represent (Article 245-A.1 a1)).

        Semapa has a share capital of € 81,270,000, represented by a total of 81,270,000 shares without nominal value. All shares are ordinary shares, have the same rights and obligations attached to them and are admitted for trading.

        A breakdown of the capital structure, indicating shareholders with qualifying holdings, is provided in the table in item 7 below.

      2. Any restrictions on the transfer of shares, such as clauses on consent for disposal, or limits on the ownership of shares (Article 245-A.1.b2)).

        Semapa has no restrictions of any kind on the transferability or ownership of its shares.

      3. Number of own shares, corresponding percentage of share capital and percentage of voting rights which would correspond to own shares (Article 245-A.1.a3)).

        On 31 December 2024, Semapa held 1,400,627 own shares, corresponding to 1.723% of its share capital. If the voting rights were not suspended, the percentage of voting rights would be the same as the percentage of the total capital.

      4. Significant agreements to which the company is party and which take effect, are amended or terminate in the event of a change in the control of the company as a result of a takeover bid, together with the respective effects, unless, due to its nature, disclosure of such agreements would be seriously detrimental to the company, except if the company is specifically required to disclose such information by other mandatory provision of law (Article 245-A.1 j4)).

        Semapa is not a party to any important loan agreement, debt instruments or other to which the company is a party and which take effect, alter or terminate upon a change of control of the company as a result of a takeover bid.

        Semapa has not adopted any mechanisms that imply payments or assumption of fees in the case of the change of control or in the composition of the managing body, and which are likely to harm the free transferability of shares and a shareholder assessment of the performance of the members of the managing body.

      5. Rules applicable to the renewal or revocation of defensive measures, in particular those providing for limits on the number of votes which can be held or cast by a single shareholder individually or in a concerted manner with other shareholders.

        REPORT AND ACCOUNTS 2024 | 06

        There are no defensive measures in place in the company, namely any limiting shareholder's exercisable voting rights.

        ‌1Corresponds to the current article 29-H, 1.a of the Portuguese Securities Code.

        ‌2Corresponds to the current article 29-H, 1.b of the Portuguese Securities Code.

        ‌3Corresponds to the current article 29-H, 1.a of the Portuguese Securities Code.

        ‌4Corresponds to the current article 29-H, 1.j of the Portuguese Securities Code.

        5Corresponds to the current article 29-H.1.g of the Portuguese Securities Code.

      6. Shareholder Agreements known to the company or which might lead to restrictions on the transfer of securities or voting rights (Article 245-A.1.g5).

        On 31 December 2024, the company is not aware of any shareholders' agreements relating to shareholdings in Semapa that could lead to restrictions on the transfer of securities or voting rights.

    2. HOLDINGS OF SHARES AND BONDS

      1. Identification of persons and organizations who, directly or indirectly, own qualifying holdings (Article 245-A.1 c and d6and Article 16), detailing the percentage of the share capital and votes imputable and the respective grounds.

        The owners of qualifying holdings and the other individuals associated with these holdings, including the allocation of voting rights, in Semapa on 31 December 2024 and in accordance with the legislation in force, are those identified in the table below:

        Entity

Allocation

Number of Shares

% share capital and voting rights

% non-suspended voting rights

Filipa Mendes de Almeida de Queiroz

Pereira (Filipa Queiroz Pereira)

Mafalda Mendes de Almeida de Queiroz Pereira (Mafalda Queiroz Pereira), and

Lua Mónica Mendes de Almeida de Queiroz

Jointly, through companies directly and

indirectly owned by them and described below, in conjunction with the shareholders' agreement they have entered into regarding their interests in companies holding Semapa

- - -

Pereira (Lua Queiroz Pereira) shares

Controlled by Filipa Queiroz Pereira; holds

Target One Capital, S.A. (Target One)

21.56% of the share capital of Sodim, SGPS,

- - -

S.A. (Sodim)

Keytarget Investments - Consultoria e Investimentos, S.A.

Controlled by Mafalda Queiroz Pereira; - - -holds 21.56% of the share capital of Sodim

(Keytarget Investments)

Premium Caeli, S.A. (Premium Caeli) Controlled by Lua Queiroz Pereira; holds

21.56% of the share capital of Sodim

- - -

Sodim, SGPS, S.A.

Cimo - Gestão de Participações, SGPS, S.A.

Indirectly controlled by Filipa Queiroz Pereira, Mafalda Queiroz Pereira and Lua Queiroz Pereira; holds 100% of the share capital of Cimo - Gestão de Participações, SGPS, S.A.; direct ownership of shares

Controlled indirectly by Filipa Queiroz Pereira, Mafalda Queiroz Pereira and Lua Queiroz Pereira and directly by Sodim; direct ownership of shares

27 508 892 33.849% 34.442%

38 959 431 47.938% 48.779%

Total: 66 468 323 81.787% 83.221%

  1. Indication of the number of shares and bonds held by members of the management and supervisory bodies.

    This information is provided in Annex I to this report.

  2. Special powers of the management board, in particular concerning resolutions to increase capital (Article 245-A.1.i7), indicating, with regard to these, the date on which they were granted, the period during which such powers may be exercised, the upper limit for the increase in share capital, shares already issued under the powers granted and the form taken by these powers.

    REPORT AND ACCOUNTS 2024 | 06

    In the terms of the Articles of Association, the Board of Directors has no power to resolve on increases to the share capital.

    ‌5Corresponds to the current article 29-H.1.g of the Portuguese Securities Code.

    ‌6Corresponds to the current article 29-H, 1.c and d of the Portuguese Securities Code.

    ‌7Corresponds to the current article 29-H, 1.i of the Portuguese Securities Code.

  3. Information on the existence of significant dealings of a commercial nature between qualifying shareholders and the company.

    All transactions taking place in 2024 between the company and qualifying shareholders are described in Note 10.4 to the consolidated accounts and Note 10.2 to the separate financial statements. In 2024, pursuant to the Regulation on Conflict of Interests and Transactions with Related Parties and under the terms and conditions set out therein at each moment, as described in paragraphs 89 and following of this report, there were no significant dealings of a commercial nature between qualifying shareholders and the company.

    1. CORPORATE BODIES AND COMMITTEES
      1. GENERAL MEETING

    1. COMPOSITION OF THE GENERAL MEETING

  4. Officers of the General Meeting and their term of office (starting and ending dates).

    The officers of the General Meeting are:

    CHAIRMAN:

    Rui Manuel Pinto Duarte (term of office from 27/05/2022 to 31/12/2024).

    SECRETARY:

    Luís Nuno Pessoa Ferreira Gaspar (term of office from 27/05/2022 to 31/12/2024)

    1. EXERCISE OF VOTING RIGHTS

  5. Any restrictions on voting rights, such as limitations on the exercise of voting rights based on the ownership of a given number or percentage of shares, time limits for exercising voting rights or systems for detaching voting rights from ownership rights (Article 245-A.1 f8);

Under Semapa's Articles of Association, each share in the Company carries one vote.

With regard to shareholder participation in the General Meeting, the company's articles of association were revised in 2022, and changes were made to ensure better alignment of the provisions of the articles of association with the applicable law, on the one hand, and the strengthening of good corporate governance practices, on the other.

Consequently, the statutory rules on voting rights are now as follows:

  1. Shareholders with voting rights may participate in the General Meetings, and the participation in the General Meetings and the exercise of the voting rights depend on the proof of the status of shareholder with the right to vote at 00:00 (GMT) on the 5th trading day prior to the General Meeting.

  2. Voting rights may be exercised by postal vote or electronically, and it is the responsibility of the Chairman of the General Meeting to verify its authenticity and orderliness and ensure its confidentiality until the moment of voting, observing the following:

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    • Voting declarations must be addressed to the Chairman of the General Meeting, and received at the registered office by the day prior to the general meeting;

    • In the case of exercise of the voting right electronically, the email message addressed to the Chairman of the General Meeting must contain, as an attachment, a document in PDF format, signed in accordance with the signature on a valid identification document of the respective holder, containing the declarations of vote relating to each of the items on the agenda as well as a copy of the holder's identification document. The Chairman of the General Meeting may establish, in

‌8Corresponds to the current article 29-H, 1.f of the Portuguese Securities Code.