Corticeira Amorim SGPS S A : , SGPS, SA informs about Corporate Governance Report for 2022 Fiscal Year

Corporate

Governance

Report

04

Corticeira Amorim aims to improve the productivity of agro-forestry activities in the Herdade de Rio Frio, in particular through denser planting of trees

in this unique area of cork oak forest, using processes that have already been tested in other places.

CORPORATE GOVERNANCE REPORT

79

Corticeira Amorim has been reviewing its corporate governance since 1999, the date on which the Portuguese Securities Market Commission (CMVM) published the first recommendations on the governance of listed companies, aiming at the improvement of mechanisms for the protection of investors in securities markets. The Company compares it with, on the one hand, what are considered best practices and on the other, with the circumstances of its activity and the challenges it has to meet. As a result, it has been implementing a set of measures which, overall, have the main objectives of strengthening the internal systems of control and supervision, enhancing transparency, fostering the participation of shareholders in the

life of the Company and ensuring the sustained creation of shareholder value.

This document describes corporate governance policies and practices adopted by the Company, while also providing a qualitative assessment of them compared with the best practices listed in the CMVM corporate governance code of the Portuguese Institute of Corporate Governance (IPCG).

This report also includes the information referred to in article 447 of the Portuguese Companies' Code, in article 29-­ H(1)(a) of the Portuguese Securities' Code (Diversity policy applied by the company with regard to its management and supervisory bodies) and in article 5 of Law no. 62/2017 of 1 August (balanced representation of women and men in management and supervisory bodies).

Law no. 50/2020, of 25 August transposed to the Portuguese legal system Directive (EU) no. 2017/828 on the rights of listed company shareholders as regards long­-term engagement, which entailed the repeal of Law no. 28/2009, of 19 June that previously governed the duty to present a remuneration policy and,

at the same time, introduced rules in the Portuguese Securities Code regarding i) the acceptance of the remuneration policy for members of the management and supervisory bodies of issuers of shares admitted to trading on a regulated market and

1. the remuneration report. Having approved the remuneration policy under the terms provided for in the aforementioned Law No. 50/2020, at the General Meeting of 28 April 2022, following motion .of the Board of Directors submitting for shareholders' consideration the independent Remuneration Policy proposal drawn up by the Appointments, Evaluation and Remuneration Committee for the three-­ year period 2022-­ 2024, Corticeira Amorim, under the terms of Article 26-­ G(8) of the Portuguese Securities Code, has included in this Report a chapter
   on the Remuneration Report for 2022.

PART I

Mandatory Information

On Shareholder

Structure, Organisation

And Corporate

Governance

A - Shareholder Structure

I. CAPITAL STRUCTURE

1. The capital structure (share capital, number of shares, distribution of capital by shareholders, etc.), including an indication of shares that are not admitted to trading, different classes of shares, rights and duties of same and the capital percentage that each class represents.

Corticeira Amorim's share capital amounts to EUR 133 million and is represented by 133 million ordinary registered shares for a nominal value of one euro each, and which grant the right to dividends.

All shares issued by the Company are listed on Euronext Lisbon ­ - Sociedade Gestora de Mercados Regulamentados, S.A.

Distribution of capital among shareholders

Shareholder	No. of shares owned	Stake	Voting rights
(quantity)	(%)	(%)
Qualifying interests:
Amorim Investimentos	67,830,000	51.000%	51.000%
e Participações, S.G.P.S., S.A.
A Porta da Lua, S.A.	8,290,767	6.234%	6.234%
API - Amorim Participações
Internacionais, S.A.	2,717,195	2.043%	2.043%
Vintage Prime - S.G.P.S., S.A.	2,717,195	2.043%	2.043%
Amorim, Soc. Gestora de
Participações Sociais, S.A.	13,414,387	10.086%	10.086%
Freefloat*	38,030,456	28.594%	28.594%
Total	133,000,000	100.000%	100.000%

• Includes 3,045,823 shares (2.29%) held by funds managed by Santander Asset Management, S.A., S.G.I.I.C. (communication received by the Company on 6 June 2019).

2. Restrictions on the transfer of shares,

such as clauses on consent for disposal, or limits on the ownership of shares.

There are no restrictions on the transfer of shares.

3. Number of treasury shares, the percentage of share capital that it represents and corresponding percentage of voting rights that corresponded to treasury shares.

As at 31 December 2021 Corticeira Amorim held no treasury shares and it did not engage in transactions during 2022, reason why as at 31 of December 2022 the Company did not own treasury shares.

80	CONSOLIDATED ANNUAL REPORT 2022 | CORTICEIRA AMORIM, S.G.P.S., S.A.

4. The disclosures of important agreements to which the Company is a party and that come into effect, amend or terminated in cases such as a change in the control of the Company after a takeover bid, and the respective effects, except where due to their nature, would be seriously detrimental to the Company; this exception does not apply where the Company is specifically required to disclose said information pursuant to other legal requirements.

The Company has not entered into any agreements as described in this paragraph except for the normal "change of ownership" clauses included in certain loan agreements entered into during the normal course of operations, and which, on a case­-by­-case basis, have been analysed and their contractualisation considered appropriate for the Company's interests.

At 31 December 2022, there were covenants requiring the maintenance of Corticeira Amorim's controlling interest in contracts regarding loans totalling 130 million euros (31­-12­-2021: 80 million euros). In the case of change of shareholder control, the contracts usually provide the possibility ­- but not the obligation ­- of early repayment of the amounts loaned. It should be added that the Company has significant liquidity reserves, as detailed in the notes to the consolidated accounts (note 22). Specifically, at 31 December 2022, there were 220.1 million euros of contracted and unused credit lines (31­-12­-2021: 206.2 million euros).

This circumstance is not likely to impair the free assessment by shareholders of the performance of the members

of the Board of Directors.

5. A system that is subject to the renewal or withdrawal of countermeasures, particularly those that provide for a restriction on the number of votes capable of being held or exercised by only one shareholder individually or together with other shareholders.

The Company's Articles of Association do not include measures of this type and, to the best knowledge of Corticeira Amorim, there are no other arrangements and/or measures with that same goal.

6. Shareholders' agreements that the Company is aware of and that may result in restrictions on the transfer of securities or voting rights.

Corticeira Amorim has no knowledge of the existence of any shareholders' agreements that might lead

to the aforementioned restrictions.

II. SHAREHOLDINGS AND BONDS HELD

7. Details of the natural or legal persons who, directly

or indirectly, are holders of qualifying interests, with details of the percentage of capital and votes attributed

and the source and causes of the attribution.

Shareholder	No. of shares	% of share capital with
Amorim Investimentos e		voting rights
Participações, S.G.P.S., S.A.(a)
Directly	67,830,000	51.000%
Attributable total	67,830,000	51.000%

1. The shares with voting rights in Amorim Investimentos e Participações, S.A. are wholly owned by three companies, Amorim Holding Financeira, S.G.P.S., S.A. (11.392%), Amorim Holding II, S.G.P.S., S.A. (38.608%) and Amorim - Sociedade Gestora de Participações Sociais, S.A. (50%) without any of them having a controlling stake in the Company, ending the imputation chain, under the terms of Article 20 of the Portuguese Securities Code. The share capital and voting rights of these three companies, in turn, are held, respectively in the case
   of the first two, directly and indirectly (through Imoeuro S.G.P.S., S.A. and Oil Investment, B.V.) by Maria Fernanda Oliveira Ramos Amorim and daughters, and in the third case
   by Mr. António Ferreira de Amorim, Wife and Children.

Shareholder	No. of shares	% of share capital with
Amorim, Sociedade Gestora de		voting rights
Participações Sociais, S.A.(b)
Directly	13,414,387	10.086%
Attributable total	13,414,387	10.086%

1. The capital of Amorim, Sociedade Gestora de Participações Sociais, S.A. is held by António Ferreira de Amorim, by his Wife and Children, but none of them holds a controlling interest in the Company.

Shareholder	No. of shares	% of share capital with
A Porta da Lua, S.A.(c)		voting rights
Directly	8,290,767	6.234%
Attributable total	8,290,767	6.234%
Maria Fernanda Oliveira Ramos Amorim	No. of shares	% of share capital
		with voting rights
Directly	-	-
Through the shareholder A Porta da Lua, S.A.(c)	8,290,767	6.234%
Attributable total	8,290,767	6.234%

1. The share capital of the company A Porta da Lua, S.A. is wholly owned by Maria Fernanda Oliveira Ramos Amorim.

Shareholder	No. of shares	% of share capital with
API - Amorim Participações		voting rights
Internacionais, S.A.(d)
Directly	2,717,195	2.043%
Attributable total	2,717,195	2.043%
Marta Cláudia Ramos Amorim	No. of shares	% of share capital with
Barroca de Oliveira		voting rights
Directly	-	-
Through the shareholder API - Amorim	2,717,195	2.043%
Participações Internacionais, S.A.(d)
Attributable total	2,717,195	2.043%

1. The share capital of the company API - Amorim Participações Internacionais, S.A. is wholly owned by Marta Cláudia Ramos Amorim Barroca de Oliveira.

Shareholder	No. of shares	% of share capital with
Vintage Prime - S.G.P.S., S.A.(e)		voting rights
Directly	2,717,195	2.043%
Attributable total	2,717,195	2.043%
Luisa Alexandra Ramos Amorim	No. of shares	% of share capital
		with voting rights
Directly	-	-
Through the shareholder Vintage	2,717,195	2.043%
Prime - S.G.P.S., S.A.(e)
Attributable total	2,717,195	2.043%

1. The share capital of Vintage Prime - S.G.P.S., S.A. is wholly owned by Luisa Alexandra Ramos Amorim.

CORPORATE GOVERNANCE REPORT

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Luisa Alexandra	Marta Cláudia	Maria Fernanda
Ramos Amorim
Ramos Amorim	Ramos Amorim
Barroca de Oliveira

Maria Fernanda	António Ferreira
Ramos Oliveira	de Amorim, Wife
Amorim and Daughters	and Children

100% (*)

100%

Amorim Holding II,

S.G.P.S., S.A.

(Portugal)

Amorim,S.G.P.S.,S.A.

(Portugal)

100%

100%

100%

90.60%

38.61%

Amorim Holding

Financeira S.G.P.S.,

S.A. (Portugal)

50%

11.39%

Amorim Investimentos e

Participações, S.G.P.S., S.A.

(Portugal)

Vintage Prime,	API Amorim Participações	A Porta da Lua, S.A.
S.G.P.S., S.A.	Internacionais
(Portugal)
(Portugal)	S.G.P.S., S.A.(Portugal)

6.234%

2.043%

2.043%

(*) Held directly and indirectly through the companies Imoeuro, S.G.P.S., S.A. and Oil Investments, B.V.

51.000%

Corticeira Amorim,

10.086%

S.G.P.S., S.A. (Portugal)

82	CONSOLIDATED ANNUAL REPORT 2022 | CORTICEIRA AMORIM, S.G.P.S., S.A.

8. A list of the number of shares and bonds held

by members of the management and supervisory boards.

1. Corticeira Amorim shares held and/or traded directly by members of the Board of Directors and by members of the supervisory body of the Company:

1. The members of the governing bodies did not trade
   any shares representing the share capital of the Company

during the 2022 financial year. At 31 December 2022, they did not hold any shares in Corticeira Amorim.

1. Corticeira Amorim shares traded by companies, in which the members of the Company's governing bodies exercise management or supervisory responsibility:

i.	During the 2022 financial year there were no transactions
	under the terms set out in this note.

1. Other changes in direct ownership of Corticeira Amorim shares in companies, in which the members of the Company's governing bodies exercise management or supervisory responsibility:

1. A Porta da Lua, S.A. is the holder of 8,290,767 shares, representing 6.234% of the share capital and voting rights of Corticeira Amorim, S.G.P.S., S.A.
   Luisa Alexandra Ramos de Amorim, member of the Board of Directors of Corticeira Amorim, holds the position
   of member of the Board of Directors of A Porta da Lua, S.A.
2. The company Amorim - Sociedade Gestora de Participações Sociais, S.A. is the holder of 13,414,387 shares, representing 10.086% of the share capital and voting rights of Corticeira Amorim, S.A.
   António Rios de Amorim and Cristina Rios de Amorim Baptista (respectively, Chairperson and Member
   of the Board of Directors of Corticeira Amorim) hold the position of Directors of Amorim - Sociedade Gestora de Participações Sociais, S.A.
   The ownership recorded on 31 December 2022, referred to in sections i. to v. remains unchanged at the issue date of this report.

1. 1. During the 2022 financial year there were no amendments under the terms set out in this note.
2. Corticeira Amorim shares held by companies, in which the members of the Company's governing bodies exercise management or supervisory responsibility:
3. 1. Amorim Investimentos e Participações, S.G.P.S., S.A. is the holder of 67,830,000 shares, representing 51% of the share capital and voting rights of Corticeira Amorim, S.G.P.S., S.A.
      António Rios de Amorim (Chairperson of the Board of Directors of Corticeira Amorim), Nuno Filipe Vilela Barroca de Oliveira (Vice­-Chairperson of the Board of Directors of Corticeira Amorim), Cristina Rios de Amorim Baptista e Luisa Alexandra Ramos Amorim (members
      of the Board of Directors of Corticeira Amorim) are, respectively, member, member, Chairperson and member of the Board of Directors of Amorim Investimentos
      e Participações, S.G.P.S., S.A.

1. Vintage Prime - S.G.P.S., S.A. is the holder of 2,717,195 shares, representing 2.043% of the share capital and voting rights of Corticeira Amorim, S.G.P.S., S.A.
   Luisa Alexandra Ramos de Amorim, member of the Board of Directors of Corticeira Amorim, holds the position
   of Chairperson of the Board of Directors of Vintage Prime
   - S.G.P.S., S.A.
2. API - Amorim Participações Internacionais, S.A. is the holder of 2,717,195 shares, representing 2.043% of the share capital and voting rights of Corticeira Amorim, S.G.P.S., S.A.
   Nuno Filipe Vilela Barroca de Oliveira, Vice­-Chairperson of the Board of Directors of Corticeira Amorim,
   is a member of the Board of Directors of API - Amorim Participações Internacionais, S.A.

1. Transactions of directors and/or entities closely related to directors:

There were no transactions of Corticeira Amorim shares by entities related to its management.

No company which controls Corticeira Amorim or any of Corticeira Amorim's directors or officers or any person closely related to such directors or officers carried out transactions involving Corticeira Amorim's financial instruments.

1. List of shareholders holding at least one­-tenth of the Company's share capital:
2. 1. The company Amorim Investimentos e Participações, S.A. holds 67,830,000 shares of Corticeira Amorim, corresponding to 51% of the share capital and 51%
      of the voting rights;
   2. The Company Amorim - Sociedade Gestora
      de Participações Sociais, S.A. holds 13,414,387 shares of Corticeira Amorim, corresponding to 10.086% of the share capital and 10.086% of the voting rights;
      The share ownership referred to in i. and ii. refers
      to 31 December 2022, remaining unchanged at the date of publication of this report.

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