VAA Vista Alegre Atlantis SG : S, S.A. informs about the 2021 Corporate Governance Report approved at Annual General Meeting

Corporate Governance

Committee Report 2021

INTRODUCTION:

This report, which presents a summary of the most relevant aspects regarding the good governance practices of VAA-Vista Alegre Atlantis, SGPS, S.A. (hereafter designated by "VAA", "Company" or "Society"), was organized in compliance with the regulation of the Comissão do Mercado de Valores Mobiliários [Securities Market Commission] (hereafter designated by "CMVM") no 4/2013 and the Article 245º-A of the Código dos Valores Mobiliários [Portuguese Securities Market Code].

Thus, in this report, the Company assesses the compliance with the recommendations contained in the Corporate Governance Code of the Governo das Sociedades do Instituto Português de Corporate Governance ("IPCG") [Portuguese Institute of Corporate Governance] in its version published in 2018 ("Recommendations", "Rec." Or " IPCG Code ") - exercise of comply or explain contained in Part II -, having as reference the report model contained in the Securities Market Commission Regulation No. 4/2013 - corresponding in particular to Part I. This document must also be read as a complement and attached to the Annual Management Report and Consolidated Accounts.

During 2021 and up to this date, VAA followed solid management practices and implemented a set of good practices regarding internal regulations, in line with the provisions of the IPCG Code, thus the VAA Board of Directors is convinced that the Company complies with a significant set of the IPCG Recommendations and adopts solutions that are materially equivalent to the other Recommendations and underlying principles contained in the IPCG Code, as described throughout this report.

The adoption of these Recommendations contributed, on one hand, to the transparency and reinforcement of VAA's governance model and practices, especially relevant to the Board of Directors in view of the greater diversification of the Company's shareholder base resulting from the capital increase operation carried out at the end of 2019, through a private offer with qualified investors, and on the other hand, to the implementation of a system of checks and balances that constitutes a catalyst for the creation of value and sustained growth for the Company and the Grupo Vista Alegre.

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Corporate Governance

Committee Report 2021

GOVERNANCE

1. SHAREHOLDERS STRUCUTRE I. CAPITAL STRUCTURE

1. The capital structure, including the shares not accepted to the negotiation, different actions' categories, rights and obligations inherent to them as well as the capital percentage that each category represents:

VAA share capital is currently of 134,120,048.00 Euros, is fully subscribed and paid up, and is represented by 167,650,060 nominative entry shares, with the nominal value of 80 cents each, trading on the Euronext Lisbon regulated market.

Except, of course, for treasury shares, all shares grant the same rights.

According to the available information in the Company, on the 31st of December 2021, the share capital structure of VAA was as follows:

	TOTAL
	Quantity	%
Grupo Visabeira, SA	5,548,417	3.31%
Visabeira Indústria, SGPS, SA	137,965,968	82.29%
Caixa Geral de Depósitos, SA	4,188,830	2.50%
Fundo Capital Risco-Caixa Capital	987,364	0.59%
Free Float	18,959,371	11.31%
Sub-totais	167,649,950	100.00%
Ações Próprias	110	0.00%
VAA total shares	167,650,060	100.00%

1. On the date of this report, Visabeira Indústria, SGPS, S.A. directly owns 137.965.968 shares, representing 82.294% of VAA's share capital and voting rights, as communicated to the market.
   2. Restrictions to shares transfer, such as consent clauses for sale or limits to shares ownership:

There are no limitations in the law or in the Company's Articles of Association to the transferability of shares representing VAA's share capital.

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Corporate Governance

Committee Report 2021

3. Number of equity shares, percentage of share capital corresponding to the percentage of voting rights to which correspond the equity shares:

The company owns 110 equity shares, representing 0.0000656% of the share capital. They would entitle the right to 11 voting rights, if it were applicable.

4. Significant agreements which the company has signed and that come into force, are changed or terminated in case of the company's control change, as a result of a takeover bid, as well as its effects, except if, due to its nature, its disclosure is seriously harmful to the company, unless the company is specifically required to disclose such information due to other legal imperatives:

VAA didn't sign any significant agreements that come into force, are changed or terminated in case of the company's control change, as a result of a takeover bid, or in the event of a change in the composition of the Board of Directors.

In accordance with normal market practice, the terms of the bond issue to which the Company is bound include a clause to change the Company's control, with the possibility for bondholders to request early repayment of the amount due.

The Company therefore complies with Recommendation II.6., not adopting the measures that determine payments or assumption of fees by the Company in the event of change of control or change in the composition of the managing body and which appear likely to impair the economic interest in the transfer of shares and the free assessment by Shareholders of the performance of the board members.

5. Regime subject to the renewal or termination of defensive measures, in particular those that provide for the limitation of the number of votes that may be held or exercised by a single shareholder individually or with other shareholders

The Articles of Association do not mention any limits to the voting counting, in the sense that votes cast by a single holder of common shares, either by itself or through a representative, in its own name or as a representative of another shareholder, are not counted, therefore there is no statutory provision as to the terms of its maintenance or not in the Articles of Association in the Recommendation II.5 which is not applicable.

6. Shareholders agreements that the company may be aware of and that may restrict the transfer of securities or voting rights:

That the company is aware of, there are no shareholders agreements that may lead to any restrictions in terms of securities or voting rights.

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