Semapa Sociedade de Investimento e Gestão SGPS S A : Notification from Sodim, SGPS, S.A., regarding a preliminary announcement of a general and voluntary tender offer for the acquisition of shares

SEMAPA - Sociedade de Investimento e Gestão, SGPS, S.A.

Public Limited Company

Head Office: Avenida Fontes Pereira de Melo, no. 14, 10th, Lisboa

Share Capital: 81,270,000 Euro

Corporate Person and Lisbon Companies Registry: 502593130

DISCLOSURE PRIVILEDGED INFORMATION

Under the terms of article 248-A of the Portuguese Securities Code, Semapa - Sociedade de Investimento e Gestão, SGPS, S.A. ("Semapa") hereby informs the market of the following:

Today Sodim, SGPS, S.A. ("Sodim") informed about its intention to launch a general and voluntary tender offer for the acquisition of ordinary shares representing the share capital of Semapa with a cash consideration of €11.40 per share (the "Offer"). The launch of the Offer is subject to several conditions described in the preliminary announcement disclosed today by Sodim, amongst which is the granting by the Portuguese Securities Commission of the prior registration of the Offer.

Semapa will now start the procedures required to be able to comply with the obligations arising to it form the disclosure of the Offer preliminary announcement, namely, calling a Board of Directors meeting with a view on issuing an opinion on the opportunity and conditions of the Offer.

Lisbon, 18 February 2021

Company Secretary,

(Rui Gouveia)

The following is an unofficial English translation of the Portuguese preliminary announcement disclosed on this date. The original preliminary announcement, written in Portuguese, is the exclusive legally binding version and the Offeror undertakes no liability for any of the statements or representations made in the English translation. In cases of inconsistencies between the Portuguese preliminary announcement and the English text of the translation, the Portuguese text shall prevail.

SODIM, SGPS, S.A.

Registered office at Av.ª Fontes Pereira de Melo, 14 - 9.º, 1050-121 Lisboa

Share capital: 32,832,000 Euros

Registered at the CRC of Lisbon with identification number: 500.259.674

PRELIMINARY ANNOUNCEMENT FOR THE LAUNCH OF A GENERAL AND VOLUNTARY TENDER OFFER FOR THE ACQUISITION OF ORDINARY SHARES

REPRESENTING THE SHARE CAPITAL OF

SEMAPA - SOCIEDADE DE INVESTIMENTO E GESTÃO, SGPS, S.A.

In accordance with and for the purpose of articles 175 and 176 of the Portuguese Securities Code it is hereby made public the decision of Sodim, SGPS, S.A. ("Sodim" or "Offeror") to launch a general and voluntary tender offer for the acquisition of the shares representing the share capital of Semapa - Sociedade de Investimento e Gestão, SGPS, S.A., ("Semapa" or "Target"), pursuant to the following terms and conditions ("Offer"):

• 1. The Offeror is Sodim, SGPS, S.A., a company with its head office in Portugal, at Avenida Fontes Pereira de Melo, 14, 9th floor, Lisbon, registered with the Commercial Registry Office of Lisbon under number 500.259.674, with share capital of € 32,832,000.00 (thirty two million, eight hundred and thirty two thousand euros).

• 2. The Target is Semapa - Sociedade de Investimento e Gestão, SGPS, S.A., a Portuguese public company, with its head-office at Avenida Fontes Pereira de Melo, 14, 10th floor, Lisbon, registered with the Commercial Registry Office of Lisbon under number 502.593.130, with share capital of € 81,270,000 (eighty one million two hundred and seventy thousand euros).

• 3. The financial intermediaries acting on behalf of the Offeror and providing assistance in relation to the Offer, in accordance with and for the purposes of 113, no. 1, paragraph b) of the Portuguese Securities Code, namely the provision of services necessary to prepare, launch and execute the Offer, are Banco Comercial Português, S.A., with its head-office at Praça D. João I, 28, 4000-295 Porto, Portugal, registered with the Commercial Registry Office of Porto under number 501525882, with share capital of € 4,725,000,000 (four thousand, seven hundred and twenty five million euros), acting through its investment banking division, Millennium Investment Banking, and Caixa - Banco de Investimento, S.A., with its head-office at Avenida João XXI, 63,

Lisbon, registered with the Commercial Registry Office of Lisbon under number 501898417, with share capital of € 81,250,000.00 (eighty-one million, two hundred and fifty thousand euros).

• 4. The Offer is general and voluntary having as object all the ordinary, dematerialised, nominative shares, with no nominal value, issued by the Target (the "Shares") that are validly accepted and

  that are not held by the Offeror nor by Cimo - Gestão de Participações, SGPS, S.A., its wholly owned subsidiary and the only entity that with it is in any of the situations provided for in number 1 of article 20 of the Portuguese Securities Code that have undertaken not to participate in the Offer, accepting to block its shares until the closing of the Offer. The Offeror is required, under the terms and conditions set out in this preliminary announcement and in the other documents of the Offer, to acquire all the Shares subject to this Offer that, until the end of the respective period, are validly accepted by the respective recipients, deducted from the Shares that, until the Offer is closed, may eventually be acquired by the Offeror, and the Shares which may eventually be subject to a voluntary blocking in account by its respective holders.

• 5. The acceptance of the Offer is limited to the Shares that at the date of settlement of the Offer are fully paid up and free of any encumbrance or other limitation over themselves or the underlying rights, notably economic and/or political rights and their ability to be transferred, including when such limitation to the transfer arises from the blocking of the Shares in a securities account by initiative of their owner, in accordance with the terms of paragraph a), number 2 of article 72 of the Portuguese Securities Code.

• 6. The acceptance of the Offer by its addressees is subject to compliance with the relevant legal and regulatory requirements, including those set out in foreign law to which the addressees of the Offer may be subject.

• 7. The Shares are admitted to trading on the regulated market managed by Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A..

• 8. The Offeror holds at this date, directly and through Cimo - Gestão de Participações, SGPS, S.A., its wholly owned subsidiary, 58,438,334 Shares representing 71.906% of the share capital of the Target and 73.167% of the voting rights of the Target. Thus, the object of the Offer encompasses a maximum number of 22,831,666 Shares. The Offer includes the 1,400,627 Shares representing 1.723% of the share capital of Semapa that, on this date and in accordance with the public information available, are owned by Semapa and that have, therefore, the nature of treasury shares, as well as the Shares held by Sociedade Agrícola da Quinta da Vialonga,

  S.A. and by the Directors of the Offeror who have a relationship with Offeror in accordance with article 20.º of the Portuguese Securities Code. The object of the Offer shall be deducted from the Shares that, until the Offer is closed, may eventually be acquired by the Offeror, and the

Shares which may eventually be subject to a voluntary blocking in account by its respective holders.

• 9. As far as the Offeror is aware, at the present date, the entities that, with it, are in a situation mentioned in article 20 of the Portuguese Securities Code have the following number of Shares, with the following voting rights attributable to them:

  Sodim, SGPS, S.A.

  Cimo - Gestão de Participações, SGPS, S.A.

  Subtotal:

  % share	% voting
  N. of shares	capital	rights*
  19,478,903	23.968%	24.388%
  38,959,431	47.938%	48.779%
  58,438,334	71.906%	73.167%
  Directors of Sodim:
  Filipa Mendes de Almeida de Queiroz Pereira	5,488	0.007%	0.007%
  Mafalda Mendes de Almeida de Queiroz Pereira	5,888	0.007%	0.007%
  Lua Mónica Mendes de Almeida de Queiroz Pereira	5,888	0.007%	0.007%
  Sociedade Agrícola da Quinta da Vialonga, S.A.	625,199	0.769%	0.783%
  Total:	59,080,797	72.697%	73.972%

  Entity

  * Considering that Semapa holds 1,400,627 treasury shares corresponding to 1.723% of the respective share capital.

  The imputation of voting rights related to the entities identified in the previous table results from (i) direct ownership of shares, (ii) assumed coordination of exercise of voting rights that determines a reciprocal imputation of the voting rights held by all of these companies in the Target at each of them, (iii) existence of a direct and indirect relationship of control by the Offeror, and (iv) ownership of shares by members of the company's board of directors indicated in the table.

• 10. The offered consideration shall be an amount of € 11.40 (eleven euros and forty cents) for each Share to be paid in cash, deducting any (gross) amount that is attributed to each Share, whether as dividend, advance for account of profit, distribution of reserves or other; such deduction to be made from the moment when the right to the relevant amount has been detached from the Shares if the detachment occurs prior to the financial settlement of the Offer.

• 11. The offered consideration, in addition to complying with the criteria set out in number 1 of Article 188 of the Portuguese Securities Code, if those criteria were applicable, represents:

  • a) a premium of 20.0% in relation to the last closing price of the Shares on the regulated market of Euronext Lisbon prior to this Preliminary Announcement, on 18 February 2021, which was 9.50 Euros (nine euros and fifty cents) per Share;

  • b) a premium of 37.2% in relation to the adjusted volume-weighted average price of the Shares on the regulated market of Euronext Lisbon during the six months prior to this Preliminary Announcement which is 8.31 Euros (eight euros and thirty one cents) per Share.