Greenvolt Energias Renováveis S A : Oferta Pública de Subscrição e de admissão à negociação em mercado regulamentado de até 17.792.576 novas ações ordinárias da Greenvolt - Energias Renováveis, S.A., sem valor nominal, com subscrição reservada a acionistas no exercício de direitos de subscrição e a outros investidores que adquiram direitos de subscrição - Prospeto

GREENVOLT - ENERGIAS RENOVÁVEIS, S.A.

Public limited liability company (sociedade anónima)

Registered office: Rua Manuel Pinto de Azevedo 818, 4100-320 Porto, Portugal

Fully subscribed and paid-up share capital: €267,099,997.50

Registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number 506 042 715

PROSPECTUS

FOR

PUBLIC SUBSCRIPTION OFFER AND ADMISSION TO TRADING ON EURONEXT LISBON OF 17,792,576 ORDINARY

NOMINATIVE BOOK-ENTRY SHARES, WITHOUT NOMINAL VALUE, REPRESENTING APPROXIMATELY 12.785 PERCENT

OF THE SHARE CAPITAL OF

GREENVOLT - ENERGIAS RENOVÁVEIS, S.A. FOLLOWING THE FULL SUBSCRIPTION OF THE SHARE CAPITAL INCREASE, WITH SUBSCRIPTION RESERVED FOR SHAREHOLDERS IN THE EXERCISE OF THEIR CORRESPONDING PRE-EMPTION RIGHTS AND OTHER INVESTORS WHO ACQUIRE SUBSCRIPTION RIGHTS

This Prospectus should be read together with the documents incorporated by reference, which form part of it.

AN INVESTMENT IN NEW SHARES INVOLVES A HIGH DEGREE OF RISK. SEE THE CHAPTER ENTITLED "RISK FACTORS", BEGINNING ON PAGE 40, FOR A DISCUSSION OF IMPORTANT MATTERS INVESTORS SHOULD CONSIDER PRIOR TO MAKING AN INVESTMENT IN NEW SHARES.

9 June 2022

JOINT GLOBAL COORDINATORS

JOINT BOOKRUNNERS

FINANCIAL ADVISOR

TABLE OF CONTENTS

INTRODUCTION AND WARNINGS ..................................................................................................................................	3
1.	DEFINITIONS ...................................................................................................................................................	13
2.	SUMMARY ......................................................................................................................................................	33
3.	RISK FACTORS .................................................................................................................................................	40
4.	REASONS FOR THE OFFER AND USE OF PROCEEDS ..........................................................................................	65
5.	GENERAL INFORMATION ABOUT THE ISSUER AND THE GROUP ......................................................................	67
6.	MAIN SHAREHOLDERS AND RELATED PARTY TRANSACTIONS .........................................................................	80
7.	MANAGEMENT AND SUPERVISORY BODIES OF THE ISSUER ............................................................................	86
8.	RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THE PROSPECTUS .................................................	106
9.	INDUSTRY AND TRENDS ................................................................................................................................	108
10.	DESCRIPTION OF THE ISSUER'S BUSINESS .....................................................................................................	150
11.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS.................................................................................	199
12.	REGULATORY FRAMEWORK OF THE ISSUER'S ACTIVITY ................................................................................	212
13.	SELECTED CONSOLIDATED FINANCIAL INFORMATION ..................................................................................	325
14.	ISSUER'S CAPITALISATION AND INDEBTEDNESS ............................................................................................	337
15.	DIVIDEND POLICY AND PROFIT FORECAST ....................................................................................................	340
16.	CONDITIONS OF THE OFFER ..........................................................................................................................	346
17.	MARKET INFORMATION................................................................................................................................	359
18.	INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING .............................................	362
19.	TAXATION .....................................................................................................................................................	389
20.	SELLING AND TRANSFER RESTRICTIONS ........................................................................................................	403
21.	INFORMATION INCORPORATED BY REFERENCE AND DOCUMENTATION AVAILABLE TO THE PUBLIC............	408

2

INTRODUCTION AND WARNINGS

All capitalised terms have the meanings ascribed to them in Chapter 1 ("Definitions"). All references to laws and regulations refer to such laws and regulations as amended from time to time. All time references are to Lisbon time.

Greenvolt - Energias Renováveis, S.A. ("GreenVolt" or the "Issuer") intends to carry out a share capital increase by means of contributions in cash in the maximum aggregate amount of €99,994,277.12.

This Prospectus relates to the public subscription offer and admission to trading on Euronext Lisbon of 17,792,576 ordinary nominative book-entry shares, with no nominal value ("New Shares"), representing approximately 12.785 percent of the Issuer's share capital after the relevant share capital increase has been fully paid up ("Offer"), with subscription reserved for GreenVolt shareholders in the exercise of their corresponding pre-emption rights to subscribe New Shares, and which, under applicable law and the terms of the Offer, may also be acquired by investors in transactions executed over the counter or in Euronext Lisbon ("Subscription Rights"). The New Shares are expected to be admitted to listing and trading on Euronext Lisbon.

This prospectus ("Prospectus") was drawn up and approved on 9 June 2022 by the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) ("CMVM"), as competent authority under Regulation (EU) no. 2017/1129 of the European Parliament and of the Council, of 14 June 2017 (the "Prospectus Regulation") and the Portuguese Securities Code (Código dos Valores Mobiliários), approved by Decree-Law no. 486/99, of 13 November (the "Portuguese Securities Code").

The Prospectus has been prepared for the purposes set forth in Articles 1(1) and 3(3) of the Prospectus Regulation and its form and content comply with the Commission Delegated Regulation (EU) 2019/979 of 14 March 2019, supplementing the Prospectus Regulation ("Delegated Regulation 2019/979"), Commission Delegated Regulation (EU) 2019/980, of 14 March 2019, supplementing the Prospectus Regulation ("Delegated Regulation 2019/980"), and any other applicable legal and regulatory provisions in connection with the Offer and the admission to trading of the New Shares and the Subscription Rights on Euronext Lisbon.

The Prospectus expires on 9 June 2023, that is, 12 months after its approval and provided that it is supplemented by

any supplements required under Article 23 of the Prospectus Regulation.

The CMVM only approves this Prospectus in terms of it meeting the standards of completeness, consistency and comprehensibility imposed by the Prospectus Regulation. Hence, the approval of the Prospectus by the CMVM is not an endorsement of the Issuer or of the quality of the New Shares or the Subscription Rights.

The persons or entities that, under the provisions of Articles 149 and 238 of the Portuguese Securities Code and Article 11(1) of the Prospectus Regulation, are responsible for the completeness, veracity, validity, clarity, objectivity and lawfulness of the information contained in this Prospectus being complete, true, up-to-date, clear, objective and lawful are indicated in Chapter 8 ("Responsibility for the Information contained in the Prospectus").

Under the provisions of Article 11(2) of the Prospectus Regulation and Article 149(4) of the Portuguese Securities Code, the persons or entities responsible for the information contained in the Prospectus may not be held liable solely on the basis of the summary, or any translation thereof, unless the summary, when read together with other parts of the Prospectus, contains misleading, inaccurate or inconsistent references or does not provide key information necessary for investors to determine whether and when to invest in the New Shares or the Subscription Rights.

3

Under the provisions of Article 234(2) of the Portuguese Securities Code, the decision to admit securities to trading by Euronext "does not extend to any guarantee over the contents of the information, the economic and financial situation of the issuer, its viability or the quality of the securities admitted".

Other than the Issuer, no entity has been authorised to provide information or make any statement not contained in this Prospectus or which contradicts information contained in this Prospectus. If a third party were to issue such information or statement, it should not be regarded as authorised by (or made on behalf of) the Issuer and as such should not be regarded as reliable.

The existence of this Prospectus does not ensure that the information contained in it will remain unchanged from the date of its availability. Pursuant to Article 23 of the Prospectus Regulation, every significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus which may affect the assessment of the New Shares or the Subscription Rights, and which arises or is noted between the time when the Prospectus is approved and the start of trading on Euronext Lisbon, shall be mentioned in a supplement to the Prospectus without undue delay. Such supplement shall be approved in the same way as the Prospectus, within a maximum of five working days, and published in accordance with at least the same arrangements as were applied when the original Prospectus was published (see Chapter 0 ("Information incorporated by reference and documentation available to the public"). The summary, and any translations thereof, shall also be supplemented, where necessary, to take into account the new information included in the supplement.

The main risks associated with the Issuer's activity, its shareholder structure and the New Shares to be subscribed, or the Subscription Rights to be purchased, are detailed in Chapter 3 ("Risk Factors"). Potential investors should carefully consider the risks referred to and the other warnings contained in this Prospectus before making any investment decision. If any doubts remain regarding these matters, potential investors should consult their legal, tax and financial advisors. Prospective investors should also inform themselves of any applicable legal and tax implications in their country of residence arising from the subscription, purchase, holding or disposal of the New Shares or the Subscription Rights, as the tax legislation of Portugal and of each investor's Member State may have an impact on the income received from the New Shares.

Notwithstanding the duties of information and suitability imposed on financial intermediaries, each prospective investor must make its own determination of the suitability of subscribing any New Shares or of purchasing the Subscription Rights or any other Shares, with reference to its own investment objectives and experience, and any other factors that may be relevant to it in connection therewith. Prior to an investment decision, and to the extent applicable, each prospective investor should consult with its legal advisers to determine whether and to what extent (i) the New Shares and the Subscription Rights are investments permitted by law; (ii) the New Shares and the Subscription Rights may be used as collateral for various types of borrowings; and (iii) other restrictions apply to the subscription, purchase, offer, sale or pledge of any of the New Shares or the Subscription Rights. Financial institutions should consult their legal advisers and the relevant regulatory authorities to determine the appropriate treatment of the New Shares and/or of the Subscription Rights under any applicable rules.

In particular, potential investors should have: (i) sufficient knowledge and experience to carry out a careful assessment of the New Shares and the Subscription Rights, the advantages and risks of investing in the New Shares or the Subscription Rights, and the information contained or incorporated by reference in this Prospectus or any supplement thereto; (ii) access to and be knowledgeable about appropriate analytical instruments to assess, in the context of their own particular

4

financial conditions, an investment in the New Shares or in the Subscription Rights and its impact on their investment portfolio; (iii) sufficient financial resources and liquidity to support all the risks inherent to an investment in the New Shares or the Subscription Rights; (iv) an in-depth understanding of the terms and conditions applicable to the New Shares and the Subscription Rights; (v) be familiar with the relevant financial markets, if necessary with the advice of a financial adviser or other suitable adviser; and (vi) be able to assess possible scenarios regarding economic, tax and interest rates factors, or any others that may affect their investment and ability to bear the applicable risks.

Accordingly, each prospective investor acknowledges that: (i) it has not relied on BNP PARIBAS and Banco Santander, S.A. (the "Joint Global Coordinators") or on CaixaBank, S.A., Caixa - Banco de Investimento, S.A., Mediobanca Banca di Credito Finanziario S.p.A. or JB Capital Markets, S.V, S.A.U. (the "Joint Bookrunners" and, together with the Joint Global Coordinators, the "Managers"), or any person affiliated with any of the Managers, and/or its representatives, regarding the accuracy of any information; (ii) it has only relied on the information contained in this Prospectus; and (iii) no person has been authorised to provide any information or to make any representation concerning the Issuer or its subsidiaries, or the New Shares or the Subscription Rights (without prejudice to the information contained herein), and, if provided or made, any such information or representation should not be relied upon as having been authorised by the Issuer or the Managers (without prejudice to the information contained herein).

ANY INVESTMENT DECISION SHOULD BE MADE BASED ON THE PROSPECTUS AS A WHOLE AND FOLLOWING AN INDEPENDENT EVALUATION OF THE ISSUER'S ECONOMIC CONDITION, FINANCIAL POSITION AND OTHER DETAILS. NO INVESTMENT DECISION SHOULD BE TAKEN BEFORE THE PROSPECTIVE INVESTOR'S (OR ITS ADVISORS') PRIOR REVIEW OF THE PROSPECTUS AS A WHOLE. HOWEVER, THIS PROSPECTUS DOES NOT CONSTITUTE A RECOMMENDATION BY THE ISSUER OR AN INVITATION BY THE ISSUER TO SUBSCRIBE THE NEW SHARES OR TO PURCHASE THE SUBSCRIPTION RIGHTS AND DOES NOT CONSTITUTE AN ANALYSIS AS TO THE QUALITY OF THE NEW SHARES OR THE SUBSCRIPTION RIGHTS. ADDITIONALLY, THE CONTENTS OF THIS PROSPECTUS ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS OR TAX ADVICE.

THE DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES, IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF, WITHOUT PREJUDICE TO THE OBLIGATION TO SUPPLEMENT THE PROSPECTUS IF AND TO THE EXTENT REQUIRED UNDER APPLICABLE LAWS.

The Managers are acting exclusively for GreenVolt and no one else in connection with the Offer and the admission to trading of the New Shares and the Subscription Rights on Euronext Lisbon, and will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Offer and the admission to trading of the New Shares and the Subscription Rights on Euronext Lisbon, and will not be responsible to anyone other than GreenVolt for providing the protections afforded to their respective clients, or for providing advice in relation to the Offer and the admission to trading of the New Shares and the Subscription Rights on Euronext Lisbon or any other transaction, arrangement or matter referred to in this Prospectus.

None of the Managers, nor their respective affiliates, nor any of its or their respective directors, officers, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this Prospectus, including its accuracy, completeness or verification, or any other statement made or purported to be made by it, or on behalf of it, by the Issuer, the members of the Board of Directors or any other person, in connection with the Issuer, and nothing in this Prospectus should be relied upon as a promise or representation in this respect, whether relating to the past, present or future. Each of the Managers and their respective affiliates, and their

5