Jerónimo Martins SGPS S A : Jerónimo Martins, SGPS, S.A. informa sobre accelerated bookbuilt offering

COMUNICADO

Jerónimo Martins SGPS, S.A. ("Jerónimo Martins") informa ter recebido da Goldman Sachs International ("Goldman Sachs") a informação em anexo, segundo a qual a Goldman Sachs anuncia o lançamento de um 'accelerated bookbuilt offering', dirigido a investidores institucionais ("Transacção"), de 31.464.750 acções de Jerónimo Martins, detidas pela Asteck, S.A. ("Asteck"), uma subsidiária integralmente detida pelo Grupo Heerema, e equivalente a 5,0% das acções existentes de Jerónimo Martins.

Após a conclusão da Transacção, a Asteck deixará de deter acções de Jerónimo Martins.

Lisboa, 15 de Novembro de 2021

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Jerónimo Martins, SGPS, S.A.SociedadeAberta | Sede: RuaActor AntónioSilva, n.º7, 1649-033 Lisboa| Capital Social: Euro629.293.220,00| Número comum de

matricula naC.R.C. de Lisboa e dePessoaColectiva: 500100 144 | www.jeronimomartins.com

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

PRESS RELEASE - November 15, 2021

Accelerated bookbuilt offering of 31,464,750 existing shares in Jerónimo Martins, SGPS, S.A.

Goldman Sachs International ("Goldman Sachs") announces the launch of an accelerated bookbuilt offering to institutional investors (the "Transaction") of 31,464,750 existing shares in Jerónimo Martins, SGPS, S.A. ("Jerónimo Martins"), equivalent to 5.0% of the existing shares in Jeronimo Martins, held by Asteck, S.A. ("Asteck"), a wholly-owned subsidiary of the Heerema Group. This represents the entire stake controlled by Asteck in Jerónimo Martins. Asteck has been a shareholder of Jerónimo Martins since 2007, when it acquired a 10.0% stake in Jerónimo Martins. After completion of the Transaction, Asteck will not hold any shares in Jerónimo Martins.

Jerónimo Martins will not receive any proceeds from the Transaction.

The bookbuilding will commence immediately and Goldman Sachs, acting as sole bookrunner for the Transaction, reserves the right to close the books at any time. A further announcement will be made following completion of the bookbuilding and pricing of the Transaction.

Disclaimer

This press release is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy any ordinary shares in the share capital of Jerónimo Martins SGPS S.A. in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such jurisdiction. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities for sale in or into the United States. The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or under the laws of any State of the United States and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not

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subject to, the registration requirements under the US Securities Act. There will be no public offering of the Shares in or into the United States.

With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of any Shares requiring publication of a prospectus in any Relevant Member State. As a result, the Shares may only be offered in Relevant Member States:

1. to any legal entity which is a "qualified investor" as defined under Article 2(e) of the Prospectus Regulation;
2. to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2(e) of the Prospectus Regulation; or
3. in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no offer of such Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an "offer to the public" in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the sale and the Shares to be offered so as to enable an investor to decide to purchase any Shares, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

With respect to the UK, no action has been undertaken or will be undertaken to make an offer to the public of any Shares requiring publication of a prospectus in the UK. As a result, the Shares may only be offered in the UK:

1. to any legal entity which is a "qualified investor" as defined under Article 2(e) of the UK Prospectus Regulation;
2. to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2(e) of the UK Prospectus Regulation; or
3. in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 ("FSMA"),

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provided that no offer of such Shares shall result in a requirement for the publication of a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an "offer to the public" in relation to any Shares in the UK means the communication in any form and by any means of sufficient information on the terms of the sale and the Shares to be offered so as to enable an investor to decide to purchase any Shares, and the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129, as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018.

This communication is being distributed to, and is directed only at, persons in the UK in circumstances where section 21(1) of FSMA does not apply.

Any such investor will also be deemed to have represented and agreed that any Shares acquired by it in the contemplated offering of Shares have not been acquired on behalf of persons other than such investor. This announcement is not an advertisement within the meaning of the Prospectus Regulation or the UK Prospectus Regulation and does not constitute a prospectus.

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