(Translation from the Portuguese original)
SONAECOM, S.G.P.S., S.A.Registered Office: Lugar do Espido, Via Norte, Maia Registered at the Commercial Registry of Maia
Sole Registration and Corporate tax no. 502 028 351 Share Capital: Euro 230.391.627,38
SHAREHOLDERS' ANNUAL GENERAL MEETING NOTICE OF MEETINGPursuant to the applicable legal and statutory provisions, the shareholders of SONAECOM, SGPS,
S.A. (the "Company") are hereby convened to attend the Annual General Meeting, to be held on 30 April 2026, at 09:00 a.m. (GMT), at the Company's registered office, Lugar do Espido, Via Norte, Maia, with the possibility of participation by telematic means, with the following agenda:
To resolve on the Company's Management Report, Balance Sheet and Financial
Statements, both individual and consolidated, for the financial year 2025;
To resolve on the proposed allocation of the Net Results for the year ended 31 December 2025;
To carry out the general appraisal of the management and supervision of the Company;
To resolve on the election of the Statutory External Auditor (effective and alternate) for the three-year term 2026-2028;
To resolve on the authorisation for the acquisition and disposal of own shares up to the limit of 10%;
To resolve on the authorisation for the acquisition and/or for the holding of shares of the Company by affiliated companies, under the terms of Article 325.º-B of Portuguese Companies Act.
As from the date of publication of this notice of meeting, the following documents are available to the Shareholders for consultation at the Company's registered office, on the Company's website (www.sonaecom.pt) and on the Information Disclosure System of the Portuguese Securities Market Commission ("CMVM"), at www.cmvm.pt: the financial reporting documents, the proposed resolutions and all other preparatory documentation for the General Meeting.
Shareholders are hereby advised of the following:
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- Participation in the General Meeting and Exercise of Voting Rights
The General Meeting will be solely composed of shareholders:
- that on the Record Date, which means at 00:00 hours (GMT) on the fifth trading day before the date of the General Meeting, which is the 23rdApril 2026, hold shares entitling them to, at least, one vote, according to the Portuguese Companies Code and the Company's Articles of Association;
- that have declared in writing, until 11:59 p.m. (GMT) of the 22ndApril 2026, to the financial intermediary where their respective individual securities account is open, their intention to participate in the meeting. For this purpose, the Shareholders may use the forms available as from this date at the Company´s website www.sonaecom.pt.
- whose financial intermediaries have sent to the Chairman of the Board of the Shareholders' General Meeting information confirming such intention and the number of shares registered in the name of their respective client shareholder, by reference to the Record Date, until 11:59 p.m. (GMT) of the 23rdApril 2026. This information must be sent to the Company's electronic email address assembleia@sonaecom.pt.
The exercise of the voting right shall not be impaired by any transfer of shares executed after the Record Date, nor shall it be subject to blocking shares between the Record Date and the date of the General Meeting. Nevertheless, any shareholder who has given notice of his/her/its intention to participate at the General Meeting and subsequently transfers its shares between the Record Date and the end of the General Meeting must immediately report the transfer to the Portuguese Securities Market Commission and to the Chairman of the Board of the Shareholders' General Meeting by email sent to assembleia@sonaecom.pt.
- Shareholders who, as professionals, hold shares in their own name but on behalf of their clients ("Professional Shareholders"), may vote with their shares in different directions, provided that, in addition to the information described in items ii) and iii) of paragraph a) above, submit to the Chairman of the Board of the Shareholders' General Meeting, until 11:59 p.m. (GMT) of the 23rdApril 2026, with sufficient and appropriate means of proof:
the identification of each client and the number of voting shares they hold; and
the specific voting instructions given by each client for each item on the agenda.
In order to ensure the proper attendance and participation of the Shareholders at the
Shareholders' General Meeting, Shareholders who wish to (i) attend the Shareholder's
General Meeting by telematic means or (ii) vote by electronic means, shall send a written declaration to the Chairman of the Board of the Shareholders' General Meeting, until the 11:59 p.m. (GMT) of the 23rd April 2026, to the address assembleia@sonaecom.pt, being able to use the form available for the effect, as from the present date, at the Company's website;
In such declaration, and in case the shareholder wishes to vote in advance by electronic means, the Shareholder must inform an email address to which the Company will send a secret code for the exercise of the voting by electronic means, in the terms described in Section V, Subsection 1, below. The aforementioned secret code for the exercise of the vote by electronic means shall thereafter be filled in the respective ballot for voting by electronic means;
In the declaration mentioned in subparagraph d) above, and if the Shareholder intends to participate at the Shareholders' General Meeting through telematic means, the shareholder shall inform of an email address to which it will be sent the link to attend the meeting, as well a secret code for participation that must be declared by the Shareholder at the beginning of the General Meeting to confirm his/her identity.
Professional Shareholders are hereby reminded that they must obtain from their respective clients the necessary powers, to be set out in the appropriate proxy instrument, for the exercise of voting by correspondence by electronic means, as described in Section V below ("Voting by Correspondence by Electronic Means").
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- Rights to request the inclusion of items in the agenda, to submit resolution proposals and right to information at the General Meeting
Only shareholders holding shares corresponding to, at least 2% of the Company's share capital are entitled to:
Request the inclusion of new items in the agenda, under the terms of article 378 of the Portuguese Companies Code, as long as the request is accompanied by a proposal for each requested item;
Submit proposals relating to items already included or subsequently added to the agenda.
Said requests mentioned in item i. above must be addressed to the Chairman of the Board of the Shareholders' General Meeting within the 5 days following the date of the publication of this notice; the requests mentioned in item ii. above must be addressed to the Chairman of the Board of the Shareholders' General Meeting within the same 5 days following the date of the publication of this notice or in the five days from the date of publication of any amendment to this notice.
Any Shareholder is entitled to obtain information at the General Meeting, and may request for true, detailed and clear information to permit him/her/it to form a grounded opinion on the matters submitted to resolution of the General Meeting. The information obligation includes relations between the Company and any of its affiliate companies. Any information requested shall be given by the corporate body qualified to provide such information and may only be withheld in the event its disclosure might cause serious harm to the Company, or to a related company, or might constitute a breach of a legal duty of confidentiality.
- - Representation at the Shareholders' General Meeting
Shareholders may be represented at the General Meeting by means of a written proxy, addressed and sent to the Chairman of the Board of the Shareholders' General Meeting until the beginning of the meeting, indicating the name and the address of the nominated representative and the date of the General Meeting. For this purpose, Shareholders may use the email address assembleia@sonaecom.pt.
Shareholders who intend to attend the Shareholders' General Meeting through telematic means, may be represented by means of a written proxy, addressed and sent to the Chairman of the Board of the Shareholders' General Meeting until 6:00 p.m. (GMT) of the 27th April 2026, providing the name, the address and the email of the nominated representative and the date of the Shareholders' General Meeting. For this purpose, the email address assembleia@sonaecom.pt shall be used.
Any shareholder may appoint different representatives as to shares held in different securities accounts, without prejudice however to the voting unit principle set forth in article 385 of the Portuguese Companies Code.
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Attending the Shareholders' General Meeting by Telematic Means. Technical Requirements for attending the Shareholders' General Meeting through telematic means Shareholders who intend to attend the Shareholders' General Meeting by telematic means and who have sent to the Chair of the Board of the Shareholders' General Meeting a declaration stating such intention pursuant to subparagraph d) of Section I of this Notice, will receive a link to attend the Microsoft Teams meeting as well as a secret code for participation to be stated by the relevant Shareholder at the beginning of the Shareholders' General Meeting for identity confirmation. Shareholders who intend to attend the Shareholders' General Meeting by telematic means shall ensure technical and operational resources necessary within this platform of communication, as follows:
Computer running Windows or Mac OS and internet access;
Windows 10 / 8.1 operative system or Mac OS X 10.11 El Capitan operative system (or higher);
Camera, speakers and microphone (PC's internal or external devices may be used); and,
PC with installed browser for internet access, namely, Google Chrome or Microsoft Edge. The correspondent manuals for the installation and technical operation will be made available for consultation by Shareholders at www.sonaecom.pt. For any further question or clarification regarding the technical requirements for the Shareholders' General Meeting to be held by telematic means, Shareholders may use the email address assembleia.suporte.tecnico@sonaecom.pt.
The Company will also provide technical support means for testing the participation system in the General Meeting, which shareholders may contact through the telephone numbers that will be made available on the company's website at https://www.sonaecom.pt, on the following schedule:
15th April 2026 - between 9:30 (GMT) and 12:30 (GMT)
22nd April 2026- between 9:30 (GMT) and 12:30 (GMT).
Shareholders are advised to test their respective IT system for participating, through telematic means, at the General Meeting, in order to, if they deem convenient, opt to alternatively exercise their voting right in advance by electronic means.The Company further informs about the following conditions for attending the Shareholders' General
Meeting:
Shareholders must join the meeting, via the Microsoft Teams platform, 15 (fifteen) minutes prior to the start of the General Meeting, at 8:45 am (GMT), in order to comply with all the required identification formalities for attending the General Meeting. Shareholders must present their identification document and, when applicable, the respective power of attorney, as well as the secret code for participation sent by the Company as per paragraph f) of Section I above ("Participation at the General Meeting and Exercise of the Voting Right");
The access to the meeting shall be done through Microsoft Teams;
During the Shareholders' General Meeting, the Shareholders shall have the microphone of their respective PCs turned off;
If, when questioned by the Chairman of the Board of the Shareholders' General Meeting, the Shareholders want to exercise their right to participate, they must request to speak by turning on their microphone and, after making such request, must turn off again such device;
The Chairman of the Board of the Shareholders' General Meeting will then inform the Shareholder that may intervene. At the end of the intervention, the Shareholder must turn off the microphone again;
For the exercise of voting rights, following the presentation of each proposal, the Chairman of the Shareholders' General Meeting shall organise the voting process so as to ensure the proper collection, counting and recording of the votes cast by shareholders participating by telematic means;
The Company will make available, at the date of the Shareholders' General Meeting, telephone
contact details for ongoing technical support of the Shareholders participating in the Shareholders'
General Meeting;
Shareholders must, throughout all the Shareholders' General Meeting, comply with the technical or operational instructions conveyed to them in order to ensure the ordinary course of the General Meeting.
- Voting by Correspondence
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Voting by Electronic Means
- Shareholders who wish to exercise their right to vote in advance by electronic means shall declare such intention, in writing, either through a form available at the website or by email as described in paragraph d) of item I, to the Chairman of the Board of the Shareholders' General Meeting, to the email address assembleia@sonaecom.pt until the 11:59 pm (GMT) of the 23rdApril 2026;
Shareholders that have declared, in writing, to the Chairman of the Board of the Shareholders' General Meeting, in the terms set forth in paragraph a) above and in paragraph d) of Section I above, their intention to vote by electronic means will receive in the email address indicated by them, an email with the confirmation of the reception of the intention to exercise the vote by electronic means, which will additionallycontain a secretcode for the exercise of the voting by electronic means, as well as the respective ballot for voting by electronic means.
The voting ballot for the exercise of the voting by electronic means by Professional Shareholders, will additionally contain a model table, to be filled in by the Professional Shareholder with the information of the votes to be exercised on behalf of its clients, namely the identification of each client, the corresponding number of shares and the specific voting instructions for each point of the agenda given by each client.
The voting ballot shall be signed by the Shareholder, with a signature similar to the one in the identification document, and sent by email to the email address assembleia@sonaecom.pt (mentioning in the subject the secret code for the exercise of the vote by electronic means) until the 11:59 p.m. (GMT) of the 27th April 2026. For natural persons, a readable copy of the identification document of the Shareholder shall be sent. For the Shareholders who are corporate entities, the voting ballot shall be signed by the persons who legally represent them, and should include as an attachment a readable copy of the identification document of the legal representative and the respective power of attorney (when concerning corporate entities incorporated and existing in Portugal, it will be sufficient to indicate the permanent certificate code of the company);
In alternative to the copy of the identification document (made accordingly to paragraph 2 of
article 5 of Law no. 7/2007 of 5th February) to allow the confirmation of the authenticity of the vote and identification of the Shareholder, Shareholders may choose - pursuant to paragraph 4 of article 22 of the Portuguese Securities Code and paragraph 4 of article 25 of the Company's Articles of Association - to send the voting ballot with an authenticated signature, made accordingly to the applicable legal terms;
Voting ballots shall only be considered valid when they clearly set out in an unambiguous manner:
the agenda item or items to which they refer;
the specific proposal to which they relate, with an indication of the respective proposer or proposers;
the precise and unconditional voting intention on each proposal;
The Chairman of the Board of the Shareholders' General Meeting shall verify the authenticity and regularity of the votes exercised by electronic means, ensuring, as well, their confidentiality until the time of the vote. The votes corresponding to non-accepted declarations will be considered as not having been issued;
Any vote cast in advance by electronic means or by postal correspondence shall be deemed revoked if the shareholder or its representative subsequently participates in the General Meeting. Shareholders who have voted in advance by electronic means or by postal correspondence and who subsequently intend to participate in the General Meeting, whether in person or by telematic means, must express their voting intention again during the meeting, in which case such vote shall prevail over any previously cast advance vote;
Shareholders who submit voting statements by electronic means or by postal correspondence shall be deemed to abstain from voting on any proposals not covered by such statements, provided that such proposals were submitted prior to the date on which those votes were cast;
Votes cast by electronic means or by postal correspondence shall be deemed to constitute votes against any proposed resolutions submitted after the date on which such votes were cast.
- Voting by Post
Voting ballots must be sent by registered post and signed by the shareholders or by their legal
representative and, in the case of an individual shareholder, should be accompanied by a certified copy of his/her identity card or passport, pursuant to article 5, no. 2, of the Law no. 7/2007, of 5th February, with the wording introduced by Law no. 32/2017, of 1st June, or, alternatively, have his/her signature authenticated, in accordance with the applicable law, and, in the case of a corporate shareholder, signatures should be authenticated as duly authorised and mandated for the purpose. The provisions set out in subparagraphs (f) to (j) of subsection 1 of this Section V regarding Voting by Electronic Means shall also apply to voting by post.
Additional Information for Shareholders regarding the Shareholders' General MeetingThe Shareholders' General Meeting shall validly convene on first call provided that shareholders
representing over fifty per cent of the Company's share capital are present or represented.
If this quorum is not reached on the scheduled date, the meeting is rescheduled on the 20thMay 2026, at the same time and also at the Company's registered office at Lugar do Espido, Via Norte, Maia with the possibility of participation by telematic means, which may then validly convene regardless of the percentage of the share capital represented.Shareholders are furthermore informed that at the Company's website https://www.sonaecom.pt, there is available, as from the present date:
the forms for the declaration of the intention to participate in the General Meeting, to be addressed to the respective financial intermediary, as mentioned in Section I, a), and to inform the Chairman of the Board of the Shareholders' General Meeting of the shareholders' intention to exercise the vote by electronic means or to participate at the General Meeting by telematic means as mentioned in paragraph d) and e) of Section I (Participation at the General Meeting and Exercise of the Voting Right) above;
a template for the representation instrument, for the purpose of Section III (Representation at the General Meeting) above;
information regarding the technical requirements for participation by telematic means; and,
the voting ballots for the exercise of voting by electronic means and by post.
The personal data provided to the Company by the shareholders, the custodian financial institutions and their representatives, in connection with the exercise of their rights to participate in, be represented at and vote in the General Meeting, whether directly or through duly authorised intermediaries or custodians, shall be processed by the Company for the purposes of organising, holding, recording, evidencing and complying with the legal obligations relating to the General Meeting, on the basis of compliance with legal obligations to which the Company is subject and, where applicable, the pursuit of its legitimate interests in ensuring the proper conduct of the decision-
making process. The data shall be retained for the legally applicable periods and, additionally, for the period necessary for the establishment, exercise or defence of legal claims.
The Shareholders are further informed that they can exercise their rights, within the applicable framework, to ask the Company access to all the personal data relating to them, as well as the rectification of personal data, the limitation of treatment or the right to object to the processing, by letter to be sent to the Company's registered office.
Maia, 25th March 2026
The Chairman of the Board of the Shareholders' General Meeting,
(Manuel Eugénio Pimentel Cavaleiro Brandão)
