Semapa : Amendment to the BOARD OF DIRECTORS REPORT of Semapa regarding the increase to the amount of the offered consideration to the general and voluntary tender offer

AMENDMENT

TO THE REPORT OF THE BOARD OF DIRECTORS

OF

SEMAPA - SOCIEDADE DE INVESTIMENTO E

GESTÃO, SGPS, S.A.

ON THE OPPORTUNITY AND CONDITIONS

OF THE GENERAL AND VOLUNTARY TENDER OFFER LAUNCHED BY

SODIM, SGPS, S.A.

12 April 2021

(translation from the original text in Portuguese)

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

Public Limited Company

Av. Fontes Pereira de Melo, no. 14, 10th, 1050-121 Lisboa

Companies Registry and Corporate Person no.: 502 593 130

Share Capital: 81,270,000 euros

ISIN: PTSEM0AM0004

LEI: 549300HNGOW85KIOH584

Ticker: Bloomberg (SEM PL); Reuters (SEM.LS)

INTRODUCTION

Following the communication made by SODIM, SGPS, S.A. ("Offeror" or "Sodim") on 6 April 2021 regarding the increase to the amount of the offered consideration of the general and voluntary tender offer for the acquisition of shares representing the share capital of Semapa from the amount of €11.40 (eleven euros and forty cents) per share to the amount of €12.17 (twelve euros and seventeen cents), Semapa hereby updates the Report of the Board of Directors of the target company related to the aforementioned offer disclosed on 5 March 2021.

REFERENCES

Except as indicated in point III. Changes related to the increase of the consideration below, the Board of Directors confirms that what is set out in the Report of the Board of Directors of Semapa remains up to date.

All expressions identified with capital letters throughout this communication, unless expressly stated otherwise in it, will have the meaning attributed to them in the Report of the Board of Directors of Semapa.

CHANGES RELATED TO THE INCREASE OF THE CONSIDERATION

According to the revised offer documentation, the offered consideration shall be an amount of €12.17 (twelve euros and seventeen cents) for each Share to be paid in cash.

Sodim indicated on the Preliminary Announcement published on 18 February 2021 that the consideration for the Offer consisted in the amount of €11.40 (eleven euros and forty cents) and, on the revised offer documentation, it proceeded with the increase of the amount of the Offer consideration to €12.17 (twelve euros and seventeen cents).

This amount represents an increase of 6.8% compared to the value of the consideration initially foreseen.

On the Report of the Board of Directors of Semapa, the following elements were considered to evaluate the consideration of the Offer:

• Evolution of the share price of Semapa and Offer premia;
• Analysts Price Target; and
• Premia paid on comparable transactions.

Taking this into account, these elements will be considered in the following sections, in order to update the Report of the Board of Directors of Semapa to the revised consideration of the Offer.

OFFER PREMIA

The Offer, taking into account the revised consideration, represents a premium of 46.1% in relation to the weighted average price of Semapa's shares in the regulated market Euronext Lisbon in the period between the declaration of the pandemic (11 March 2020) and the date of the Preliminary Announcement (18 February 2021), which is €8.33 (eight euros and thirty three cents).

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In relation to the most recent share price of Semapa, the Offer represents:

1. a premium of 28.1% in relation to the last closing price of the shares on the regulated market of Euronext Lisbon prior to the Preliminary Announcement, on 18 February 2021, which was €9.50 (nine euros and fifty cents) per share;
2. a premium of 46.5% 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 the Preliminary Announcement, which is €8.31 (eight euros and thirty one cents) per share.

Taking into account the revised consideration of the Offer, the following table summarises the implied premium of the Offer in different time periods:

Price references		€/share		Premium
Consideration of the Offer	12.17		n.a.
Closing price as of 18/02/20211	9.50	28.1%
Volume Weighted Average Price2 1 Month	9.15	33.0%
Volume Weighted Average Price 3 Months	9.10	33.7%
Volume Weighted Average Price 6 Months	8.31	46.5%
Volume Weighted Average Price 9 Months	8.32	46.3%
Volume Weighted Average Price post 11/03/20203	8.33	46.1%
Volume Weighted Average Price 12 Months	8.70	39.9%

Source: Euronext.

Notes: 1. Date of the Preliminary Announcement | 2. Volume Weighted Average Price Volume of the period | 3. Date when the World Health Organization declared COVID-19

(VWAP) = Σ Daily Turnover of the period / Σ Daily a global pandemic.

ANALYSTS PRICE TARGET

Semapa's research coverage is limited to three Analysts: CaixaBI/ESN, CaixaBank BPI and JB Capital Markets. As it can be seen in the following graphic, Semapa has historically traded with a differential compared to the average Analysts Price Targets, which averaged 44.2%, in the period between 18 February 2019 and the date of publication of the Preliminary Announcement, that is, on 18 February 2021, although the Price Targets presented by these Analysts already include a holding discount of about 20%.

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€/share

Price Target average		Semapa share price

30

25

20

15

Average Differential 18/02/2019-18/02/2021: 44.2%

10

5

0 18/02/2019 18/05/2019 18/08/2019 18/11/2019 18/02/2020 18/05/2020 18/08/2020 18/11/2020 18/02/2021

Source: Bloomberg

The following graphic compares the differential implicit in the revised Offer's consideration compared to the average of the Analysts Price Targets, with the same differential corresponding to the market price on the date of the Preliminary Announcement:

17.50 €/sh

	-30.5%	-45.7%
12.17 €/sh	+15.3 pp

9.50 €/sh

Analyst Price	Consideration	Semapa share as of
Targets Average	of the Offer	PA date (18/fev/2021)

Source: Semapa and Draft Prospectus

Thus, it can be seen that the Analysts Price Targets have consistently maintained a relevant differential in relation to the value attributed by investors in transactions carried out on the market.

Nevertheless, and even taking the Analysts Price Targets as a reference, this Offer, taking into account the revised consideration, presents a positive difference of 15.3 p.p. in the differential corresponding to the average of the Price Targets that occurred at the date of publication of the Preliminary Announcement on 18 February 2021.

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PREMIA PAID ON COMPARABLE TRANSACTIONS

Considering the comparable tender offers1 launched in Portugal in the last 10 years, as indicated on the Report of the Board of Directors of Semapa, and taking into account the revised consideration of the amount of the Offer, it can be seen that the premium of 28.1% implicit in the Offer compared to the closing price of the share prior to the Preliminary Announcement is about 18.2 p.p. higher than the adjusted average of premia paid in comparable transactions carried out in Portugal since 2011, whose value is around 9.9%, as shown in the following graphic:

Premium to PA date Adjusted Average Premium to PA date Offer Premium to PA date

							27.1%							28.1%
	17.6%														+18.2pp
		10.0%	9.6%								8.9%
										9.9%
										0.7%	3.5%
	Brisa		Cimpor	Sonaecom	ES Saúde	Semapa		BPI	EDP Renováveis
	(2012)	(2012)	(2013)		(2014)		(2015)	(2016)	(2017)

Source: CMVM website.

Note: Adjusted average excludes both maximum and minimum values of the sample

When analysing the premium implicit on the Offer, taking into account the revised consideration of the Offer, in relation to the weighted average price (VWAP) of the share in the 6 months prior to the Preliminary Announcement of 46.5%, it is 30.0 p.p. above the premia historically paid in comparable transactions concluded in Portugal since 2011, whose value is around 16.5%, as shown in the following graphic:

Source: CMVM website.

Note: Adjusted average excludes both maximum and minimum values of the sample

Including Spain in the analysis of premia paid on transactions comparable to the Offer, taking into account the revised consideration of the Offer, the premium of 28.1% implicit in the Offer compared to the closing price of

1 For the purpose of analysing the premia paid in transactions of a size comparable to the Offer, all general tender offers for the acquisition of shares with a value greater than 100 million euros (one hundred million euros), launched in Portugal and Spain in the last 10 years were considered (i.e., since 2011) and successfully completed.

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