Semapa : Sociedade de Investimento e Gestão, SGPS, S.A. informa sobre derrogação de dever de lançamento de oferta pública de aquisição - versão em inglês

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

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

Share Capital: 81,270,000 Euro

Corporate Person and Lisbon Companies Registry no: 502.593.130

DISCLOSURE

COMMUNICATION ON DEROGATION OF DUTIES TO LAUNCH TENDER OFFERS AND

DISCLOSURE OF CONTENT OF SHAREHOLDERS' AGREEMENTS

Under the terms and for the purposes of Articles 19 and 189, paragraph 3, of the Portuguese Securities Code, Semapa - Sociedade de Investimento e Gestão, SGPS, S.A. ("Semapa") hereby discloses the communication received on this date by Filipa Mendes de Almeida de Queiroz Pereira, Mafalda Mendes de Almeida de Queiroz Pereira and Lua Mónica Mendes de Almeida de Queiroz Pereira.

Filipa Mendes de Almeida de Queiroz Pereira (hereinafter "Filipa Queiroz Pereira"), Mafalda Mendes de Almeida de Queiroz Pereira, (hereinafter "Mafalda Queiroz Pereira"), and Lua Mónica Mendes de Almeida de Queiroz Pereira (hereinafter "Lua Queiroz Pereira"), together referred to as "participants" are, each one of them, at this date, holders, directly and indirectly, of minority shareholdings in the share capital of Sodim, SGPS, S.A. ("SODIM") and of Vértice - Gestão de Participações, SGPS, S.A. ("Vértice").

The participants are also the sole heirs of their father Pedro Mendonça de Queiroz Pereira and, in that capacity, holders, each one of them, of an aliquot representing 1/3 of the undivided estate of Pedro Mendonça de Queiroz Pereira.

The said undivided estate of Pedro Mendonça de Queiroz Pereira is, in turn, also the holder of minority shareholdings in the share capital of SODIM and in the share capital of Vértice.

The participants are, additionally, parties to two shareholders' agreements, one related to their respective participations in Vértice, and another related to their respective participations in Sodim, which terms are attached as Annex I.

The signatories are about to receive, through the division and distribution of the undivided estate of Pedro Mendonça de Queiroz Pereira, the shares representing the share capital of SODIM and the shares representing the share capital of Vértice, which will determine that, jointly, they become majority shareholders of SODIM, a fact that will determine that the voting rights inherent to the shares representing the share capital of Semapa and the share capital of The Navigator Company S.A. ("Navigator"), which are currently attributable to SODIM, are attributable to them, respectively 83.221% of the non-suspended voting rights with regard to Semapa and 69.9704% of the voting rights with regard to Navigator.

As a result, the participants requested the CMVM, pursuant to the provisions of subparagraph d), paragraph 1 of Article 189 of the Portuguese Securities Code, that the duties to launch tender offers over Semapa and Navigator by the participants, which could arise from the division and distribution of the undivided estate, are declared derogated, and the CMVM decided to declare such derogation under the terms of its decision which is attached as Annex II.

Lisbon, 22 May 2023

The Directors,

ANNEX I

SHAREHOLDERS' AGREEMENT IN RELATION TO SODIM

TERMS

The Shareholders' Agreement was concluded by reference to Sodim, SGPS, S.A. ("SODIM") to regulate the terms of the relationship between Filipa Mendes de Almeida de Queiroz Pereira, Mafalda Mendes de Almeida de Queiroz Pereira and Lua Mendes de Almeida de Queiroz Pereira (hereinafter referred to as "Shareholder" or jointly as "Shareholders") as individual and direct or indirect shareholders of SODIM.

1. Parties

Filipa Mendes de Almeida de Queiroz Pereira, Mafalda Mendes de Almeida de Queiroz Pereira and Lua Mendes de Almeida de Queiroz Pereira.

2. Shareholders' General Commitments

1. The Shareholders agree to cooperate with each other in the administration of their shareholdings in SODIM, undertaking to collaborate actively and in good faith, in view of their common interests in creating the conditions for the profitability of these shareholdings.
2. Each Shareholder undertakes to take all concrete measures, including the exercise of its voting rights, in order to ensure compliance with the Shareholders' Agreement.
3. The Shareholders declare and acknowledge that it is their common goal to ensure a concerted and coordinated management, in a professional manner and according to criteria of efficiency and rationality of the shareholdings held directly and indirectly and individually in SODIM, with the aim of making the capital invested in SODIM profitable.

3. Shareholders' Forum and Shareholder Resolutions in SODIM

3.1.1.Creation of the Shareholders' ForumThe Shareholders agree to establish among themselves an informal (non-corporate) governing body for their relationship as individual shareholders of SODIM, hereinafter referred to as the "Shareholders' Forum".

3.2. Attributions of the Shareholders' Forum

3.2.1.The Shareholders' Forum is an informal body where the Shareholders meet to ensure, from their shareholder perspective, the monitoring of their shareholdings in SODIM and which allows them to concert and coordinate the management of their individual holdings, directly or indirectly, in SODIM.

3.2.2.The Shareholders' Forum is responsible in particular for ascertaining the joint position of the Shareholders and their vote on matters which have been subject to the approval of SODIM's general shareholders' meetings, namely (hereinafter jointly referred to as "Essential Matters")

1. the definition of SODIM's portfolio and investment strategy; (ii) the disposal or acquisition of treasury shares to other shareholders; (iii) the distribution of assets by SODIM to its shareholders; (iv) the indebtedness of SODIM to other shareholders; and (v) the composition of SODIM's Board of Directors.

3.2.3.In the context of the Shareholders' Forum in addition to these essential matters, the Shareholders will also discuss and agree on the following matters and on all other matters provided for in the Shareholders' Agreement that require discussion and decision on their voting: (i) proposals for amendments to SODIM's articles of association, and (ii) proposals for appointment and dismissal of the SODIM management, during the respective mandate.

4. Composition

1. The Shareholders' Forum is comprised of the Shareholders.
2. While they maintain an identical individual (direct or indirect) shareholding in SODIM, each Shareholder shall hold one vote within the context of this informal body.
3. If the Shareholders individually eventually hold, directly or indirectly, different shareholdings in SODIM's capital, their votes will be calculated with reference to the percentage of their individual shareholding (direct or indirect) in SODIM's capital, one vote being counted for each full percentage of shareholding.

5. Functioning

5.1. The Shareholders' Forum meets (i) at the date falling fifteen business days before the date of SODIM's annual general shareholders' meeting, and at any general shareholders' meeting of SODIM which deals with any of the matters referred to in paragraph 3.2 above, and (ii) at the request of any Shareholder.

1. The Shareholders' Forum may be convened by any of the Shareholders, preferably 48 (forty- eight) hours in advance of the proposed meeting.
2. If the meeting is not duly convened, it shall be considered as having been convened for the fifteenth business day day prior to the general shareholders' meeting, at eighteen (18) hours.
3. Meetings of the Shareholders' Forum may be convened without reference to the general shareholders' meeting, provided that two Shareholders sign to the convening notice.
4. Quorum and Resolutions

5.5.1.In order for the Shareholders' Forum to validly meet, all Shareholders must be present (including by electronic means).

5.5.2. The Shareholders' Forum resolutions are approved by unanimous vote, except as regards resolutions on Essential Matters, which must be approved by a simple majority of the votes of the Shareholders.

1. Distributions and Shareholders' Financing

1. Distribution and Remuneration Policy

The Shareholders undertake to consensually define a common proposal for the distribution policy and, if no remuneration committee is appointed in SODIM, a common proposal for the remuneration of the board of directors.

6.2. Shareholders' Financing

6.2.1.Should it become necessary or convenient to provide SODIM with additional funds for the development of its activity, and if so requested by the latter, the Shareholders undertake to use their best efforts to ensure that such funds are obtained, by their own means, directly or indirectly (namely through remunerated shareholder loans), or by third parties.

6.2.2.The Shareholders must ensure that the reimbursement of any funds made available to SODIM and requested by the management under the terms of the preceding paragraph is made pro rata and pari passu with the shareholders who have made funds available to SODIM on such terms.