(This document is a translation of the original document, in Portuguese language. In case of

discrepancy, the Portuguese version prevails. This English language version was not

reviewed or approved by the CMVM)

IBERSOL, SGPS, S.A.

Public Company

Registered office: Praça do Bom Sucesso, 105/109, 9.º andar, Porto, Portugal

Registered at the Commercial Registry Office of Oporto under the single registration and tax

identification number 501 669 477

Fully subscribed and paid-up share capital: EUR 36,000,000.00

NOTICE FOR THE EXERCISE OF SUBSCRIPTION RIGHTS

  1. Pursuant to and for the purposes of article 459 of the Portuguese Companies Code, article 249(2)(b) of the Portuguese Securities Code and articles 1(a) and 7 of the Portuguese Securities Market Commission Regulation no. 5/2008, we hereby inform the shareholders of IBERSOL SGPS, S.A. ("Ibersol" "Company" or "Issuer") that, on 19 October 2021, Ibersol's Board of Directors resolved, pursuant to applicable law and Ibersol's articles of association, and with the favourable opinion of the Issuer's Fiscal Board, to increase the share capital from € 36,000.000 (thirty six million euros) to € 46,000,000 (forty-six million euros), through the issuance of 10,000,000 (ten million) new ordinary, registered and book-entry shares, with a nominal value of € 1.00 each ("New Shares"), with a subscription price set at € 4 (four euros) per New Share, which includes a share premium of € 3 (three euros) per New Share, with reserved subscription to Ibersol's shareholders in the exercise of the corresponding legal pre-emption rights and other investors that hold subscription rights under the Offer (the "Offer").
  2. The number of New Shares to subscribe in the exercise of such rights results from the application of the factor 0.3086418 to the number of subscription rights held at the time of the subscription, rounded down. Each share will be attributed with one subscription right, with the exception of the 3,599,981 shares held by the Issuer itself, which will not have any subscription right.
  3. The initially unsubscribed New Shares shall be apportioned amongst the holders of subscription rights who have expressed their intention to subscribe more shares than the amount they would be proportionally entitled to, in proportion to the value of the corresponding subscriptions, rounded down. The request for the additional subscription shall be made along with the request for subscription and shall not be detachable from the latter. The New Shares which have not been attributed in accordance with the foregoing will be allocated once only amongst the holders of subscription rights of New Shares whose requests for additional subscription have not been fully satisfied.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE ILEGAL

  1. There is no placement guarantee or underwriting of the New Shares (aside from the subscription commitments referred to in paragraph 8 below). If the subscription is incomplete, the issue will be reduced to the New Shares effectively subscribed, under the terms provided for in the resolution of the Board of Directors approving this share capital increase and in articles 457 of the Portuguese Companies Code and 161 of the Portuguese Securities Code.
  2. The orders for subscription of the New Shares ("Orders") may be submitted with any financial intermediary legally qualified to provide the service of reception, transmission and execution of orders on behalf of others.
  3. The payment of the subscription price of the New Shares, including any additional subscription requests in the apportionment phase, will be carried out in cash and in full upon the act of subscription.
  4. The subscription price may include commissions or other charges, which may be subject to any taxes in accordance with applicable law, to be borne by subscribers of the Offer, which are set out in the price lists of the financial intermediaries available on the CMVM's website atwww.cmvm.pt, and to be indicated by the financial institution receiving the Orders.
  5. Notwithstanding the possibility granted to the addressees of the Offer to acquire and exercise additional subscription rights or to submit subscription requests for a number of shares higher than which they would proportionally be entitled, ATPS (direct holder of 16,597,058 Ibersol shares), two of its directors (António Pinto Sousa and António Teixeira, each holder of 2,520 Ibersol shares) and ANUTA - Serviços e Gestão, S.A., its wholly-owned subsidiary (holder of 3,170,000 Ibersol shares), have already transmitted to the Issuer the irrevocable commitment to subscribe, as a minimum, a total of 6,102,493 New Shares at a unit subscription price of € 4,00 (four euros), corresponding to the exercise of all subscription rights that will be attributed to them under the Offer, by virtue of the shareholdings held by them on the present date (i.e., 19,772,098 shares in total).
  6. The last day of trading of the shares representing the Issuer's share capital on the Euronext Lisbon regulated market with incorporated subscription rights is 25 October 2021. The shares traded on Euronext Lisbon regulated market as from 26 October 2021, inclusive, no longer confer the right to participate in the Offer. The shares representing the Issuer's share capital acquired outside Euronext Lisbon regulated market and registered in the individualised securities registration account of the acquirer up to 27 October 2021, inclusive, at 4:00 p.m., will grant their holder the subscription rights inherent to those shares, unless otherwise stipulated.
  7. The subscription period will occur from 8:30 a.m. on 28 October 2021 to 3:00 p.m. on 12 November 2021, inclusive (the "Offer Period").
  8. Shareholders of Ibersol that to not intend to exercise their subscription rights, in whole or in part, may dispose of such subscription rights on Euronext Lisbon regulated market during the period from the first day on which those rights may be exercised until the third day of trading prior to the closing of the Offer Period, i.e., from 28 October 2021 to 9 November 2021, inclusive. The rights may also be traded outside the regulated market, under the general terms of law, and must be registered in the book-entry securities account of the acquirer up to 12 November 2021 (inclusive) at 3:00 p.m in order to allow the respective exercise thereof in the subscription of New Shares. If the subscription rights are not exercised or disposed by the end of the subscription period, they will cease without consideration, and no compensation will be due for such fact, being the corresponding shares allocated as described in item 3 above.
  9. The ISIN code of the subscription rights of the New Shares is PTIBS0AMS007 and these will be traded under the symbol IBSS1.

2

(This document is a translation of the original document, in Portuguese language. In case of discrepancy, the Portuguese version prevails. This English language version was not reviewed or approved by the CMVM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE ILEGAL

  1. The Orders may be revoked up to 4 days prior to the end of the term of the Offer by means of communication addressed to the financial intermediary that received such Orders, i.e., they are irrevocable as from the day 8 November 2021, after 3:00 p.m. During the period of irrevocability, i.e., from 3:00 p.m on 8 November 2021 and until the end of the Offer Period, Orders may only be amended to increase the number of New Shares to be subscribed. It should be noted, in this regard, that the amendment of an Order for a lower amount of subscription rights to be exercised or of New Shares to be subscribed will always have the effect of revoking the Order previously transmitted and of transmitting a new Order and may therefore only necessarily occur within the revocability period (i.e., until 3:00 p.m. on 8 November 2021).
  2. The results of the Offer, with respect to the exercise of rights and the allocation of remaining shares, will be determined by Banco Comercial Português, S.A., under the scope of the assistance services to the Offer, which is expected to take place on 15 November 2021 and disclosed as soon as results are determined, on CMVM's website, atwww.cmvm.ptand on
    Ibersol's website, at www.ibersol.pt.
  3. The financial settlement of the New Shares to be issued under the Offer is expected to occur on the first day of trading after the respective closing, i.e. 15 November 2021, in the case of the New Shares subscribed through the exercise of the pre-emption rights, and on the third trading day after such closing, i.e. 17 November 2021, in the case of the remaining New Shares allocated to the subscribers who have applied for such purpose. Physical settlement is expected to occur on the business day following the commercial registration of the share capital increase, i.e., on 18 November 2021.
  4. The admission to trading of the New Shares on the Euronext Lisbon regulated market has been request and, should it be decided favourably by Euronext Lisbon, will occur as soon as possible after the commercial registration of the share capital increase, notably on 19 November 2021 or on an approximate date. The admission is conditional upon the commercial registration of the share capital increase with the Commercial Registry Office and a favourable decision by Euronext Lisbon.
  5. Following the admission to trading, the New Shares to be issued under the Offer will be fungible with the other shares of the Issuer and will grant their holders the same rights as the other ordinary shares existing prior to the Offer (including participation in the profits of the current financial year, if distributed) except in the event of a lawsuit for annulment or declaration of nullity of the capital increase resolution within 30 days from such resolution, in which case the New Shares will constitute an autonomous category until the final and unappealable decision of such lawsuit for annulment or declaration of nullity, pursuant to article 25, al. b) of the Portuguese Securities Code.
  6. The assistance services to this Offer and to the listing of the shares, under the terms and for the purposes of articles 113 and 337 of the Portuguese Securities Code, are provided by Banco Comercial Português, S.A., with registered office at Praça D. João I, no. 28, 4000, Oporto, with the share capital fully subscribed and paid up of € 4,725,000,000.00, registered at the Oporto Commercial Registry with the single commercial and tax identification number 501.525.882, and by Banco Santander Totta, S.A., with registered office at Rua Áurea 88, 1100-063, Lisbon, with the share capital fully subscribed and paid up of € 1,256,723,284, registered at the Commercial Registry Office of Lisbon under the single registration and tax identification number 500.844.321.
  7. This Offer, which is governed by the provisions of the Portuguese Securities Code, is made exclusively in the Portuguese territory and only to addressees who may lawfully participate in the Offer.

3

(This document is a translation of the original document, in Portuguese language. In case of discrepancy, the Portuguese version prevails. This English language version was not reviewed or approved by the CMVM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE ILEGAL

20. Neither the subscription rights nor the New Shares have been, nor will be, registered under the US Securities Act of 1933 or under the securities laws of any state or jurisdiction in the United States of America. The subscription rights and the New Shares may not be offered, exercised or sold in the United States of America pursuant to the provisions of Regulation S under the US Securities Act of 1933. No offer is being made in the United States of America, Australia, Canada, Japan or South Africa or in any other jurisdiction in which the distribution or release would be illegal, notwithstanding that all addressees whose participation is not prohibited by any law applicable to them may participate. In view of the legally applicable restrictions in other jurisdictions, a reference describing certain restrictions related to the present Offer is made at the end of this notice.

21 October 2021

The information contained in this press release is not intended for release, publication or distribution, directly or indirectly, in or into the United States of America, Canada, South Africa, Australia, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.

This announcement or any copies thereof do not constitute an offer to sell or the solicitation of offers to buy or subscribe for securities in the United States of America, including its territories or possessions, and the District of Columbia. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended ("US Securities Act"), and may not be offered, exercised or sold in the United States. There is no intention to register any part of the offer in the United States of America or to conduct an offer of securities in the United States of America and any offers and sales conducted outside the United States of America will be directed to non-resident persons, as provided in Regulation S under the US Securities Act. The new shares may not be offered or sold in the United States without registration under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the new shares in the United States of America.

This press release has been prepared by Ibersol solely for the use of authorised recipients and in connection with the potential offer by Ibersol. The announcement, parts of the announcement or copies of the announcement may not be transported or transmitted into the United States of America or distributed, directly or indirectly, within the United States of America in accordance with the definitions in the US Securities Act. The new shares have not been and will not be registered under the applicable securities laws of any state or jurisdiction of Canada, Australia, Japan or South Africa and, subject to certain exceptions, may not be offered or sold in Canada, Australia, Japan or South Africa to, or for the benefit of, any national, resident or citizen of Canada, Australia, Japan or South Africa. Any failure to comply with this restriction may constitute a violation of the securities market laws of the United States of America, Canada, South Africa, Australia or Japan or any other jurisdiction in which distribution or disclosure would be unlawful.

The issue, exercise or subscription of the new shares in the potential offer are subject to specific legal or regulatory restrictions in certain jurisdictions. Ibersol assumes no liability in the event of a breach by any person of any such restrictions. The information contained herein shall not constitute an offer to subscribe or the solicitation of an offer to purchase or subscribe for, nor shall there be any subscription for, any securities referred to herein in any jurisdiction in which such offer, solicitation or subscription would be unlawful.

Investors must not accept any offer, acquire or subscribe for any securities to which this document refers, except on the basis of the information contained in the prospectus to be published and distributed by 4

(This document is a translation of the original document, in Portuguese language. In case of discrepancy, the Portuguese version prevails. This English language version was not reviewed or approved by the CMVM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE ILEGAL

Ibersol. The referred prospectus to be approved by the Portuguese Securities Market Commission (CMVM) will be available for consultation by shareholders and investors (i) in digital format on Ibersol's website (www.ibersol.pt/) and on the CMVM's website (www.cmvm.pt/) and (ii) in physical format at Ibersol's head office (Praça do Bom Sucesso, 105/109, 9th floor Porto).

Ibersol has not authorised any offer of securities to the public in any member state of the European Economic Area ("EEA") other than Portugal. In EEA member states other than Portugal in which Regulation (EU) 2017/1129, as amended, (the "Prospectus Regulation") has been implemented, no public offering of the new shares requiring the approval of a prospectus has or will be made. Accordingly, the new shares may only be offered in Member States in any other circumstance where no prospectus is required to be published by Ibersol in accordance with the Prospectus Regulation. For this purpose, "offer of securities to the public" means any communication to the public, in whatever form and by whatever means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe to these securities. Thus, in EEA Member States other than Portugal, this information may not be considered by persons who are not Qualified Investors. Any investment or investment activity to which this information relates is only available to, and may only be undertaken with, Qualified Investors.

This notice is only distributed to, and is only directed at, (a) persons outside the United Kingdom or (b) persons who, while in the United Kingdom, have (i) professional experience in investment matters falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005), as amended ("Order") or (ii) are high net worth entities, or other persons to whom this information may lawfully be passed.(ii) are high net worth individuals or other persons to whom this information may lawfully be disclosed in accordance with section 49(2)(a) to (d) of the Order (such persons being referred to as "relevant persons"). Any investment or investment activity to which this press release relates is only made available to, and may only be undertaken with, relevant persons. This press release and its contents may not be relied upon by persons who are not relevant persons.

5

(This document is a translation of the original document, in Portuguese language. In case of discrepancy, the Portuguese version prevails. This English language version was not reviewed or approved by the CMVM)

Attachments

  • Original document
  • Permalink

Disclaimer

Ibersol SGPS SA published this content on 28 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 October 2021 17:42:07 UTC.