GENERAL

MEETING

2023

Oliveira de Frades, 28 April 2023

MARTIFER - S.G.P.S., S.A.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

CALL NOTICE

In accordance with the law and the articles of association, and upon request of the Board of Directors, I hereby convene the shareholders of MARTIFER SGPS, S.A., with its registered office at Zona Industrial de Oliveira de Frades, Apartado 17, Oliveira de Frades, registered at the Commercial Registry Office of Oliveira de Frades with the single registration and tax identification number 505 127 261 and with the share capital of € 50.000.000 (fifty million euros) to attend the General Meeting of Shareholders to be held at 3 pm on 25 May 2023, at the registered office of the company, with the following AGENDA:

  1. To resolve on the integrated management report, financial balance and individual and consolidated accounts as well as the remaining reporting documents of the Company for the year 2022, including the corporate governance report (with the remuneration report) and the sustainability report (with the consolidated non-financial information), together with the accounts legal certification documents and the report and opinion of the Audit Board;
  2. To resolve upon the proposal of allocation of the 2022 year-end results;
  3. To carry out the general appraisal of the management and supervision of the company;
  4. Discuss and decide on the acquisition and disposal by the Company of own shares, as well as mandating the Board of Directors to execute the decisions taken under this point of the Agenda.

Attached hereto as an integral part of this Call Notice is the preparatory information for the Shareholders' General Meeting required under article 289 of the Portuguese Companies Code and Article 21-J of the Portuguese Securities Code, including the information on the requirements and procedures to participate, be represented at and vote at the Shareholders' General Meeting, to add new items to the agenda and submit proposals.

Martifer - S.G.P.S., S.A. | Zona Industrial de Oliveira de Frades, freguesia e concelho de Oliveira de Frades | Matrícula na Conservatória do Registo Comercial de Oliveira de Frades sob o número único de Matrícula e de Identificação Fiscal 505 127 261 | Capital Social: 50.000.000 Euros

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The above mentioned preparatory information for the General Shareholders Meeting, as well as the reporting documents, shall be available within the legal term on the Company's website at https://www.martifer.pt/en/investors/corporate-governance/general-meetings,as well as on the website of the Comissão do Mercado de Valores Mobiliários (www.cmvm.pt). Shareholders may also send an e-mail to presidentedamesaag@martifer.comrequesting this information.

PARTICIPATION AND VOTING PROCEDURES AT THE SHAREHOLDERS' GENERAL MEETING

The participation of the Shareholders at the Shareholders' General Meeting and the exercise of voting rights shall be performed under the terms of the Company's Articles of Association and Article no. 23-C of the Portuguese Securities Code.

The share capital is divided into 100,000,000 (one hundred million) shares, each with a par value of €0.50 (fifty cents), corresponding to one vote for each share.

Pursuant to article 23-C of the Portuguese Securities Code, the exercise of the voting rights is no longer subject to the blocking of shares and the shareholders who have the right to vote and to participate in the General Shareholders' Meeting are the ones that at 0 hours (GMT) of 18 May, 2023, the 5th trading day prior the Shareholders' General Meeting takes place ("Record Date") hold shares which grant them at least the right to one vote.

The exercise of the voting and participation rights at the Shareholders' General Meeting is not impaired by the transfer of the shares in a given moment after the Record Date, nor does it depend on their blockage between the Record Date and the date of the Shareholders' General Meeting.

The Shareholders who wish to participate in the Shareholders' General Meeting shall declare such intention in writing to the financial intermediary with which the account for the register of the individualized securities was opened, at the latest, until 11:59 p.m. (GMT) of the day prior to the Record Date, and the Shareholders may, for such purpose, use the declaration form available at the Company's website (https://www.martifer.pt/en/investors/corporate-governance/general-meetings)as of the date in which the Notice to convene is disclosed.

The financial intermediaries which are informed of the intention by their clients to participate in the Shareholders' General Meeting must send the Chairman of the General Meeting until 11:59p.m. (GMT) of the Record Date, the information concerning such intention of participation and the number of shares registered under the name of each of their clients shareholders of the Company whose intention to

Martifer - S.G.P.S., S.A. | Zona Industrial de Oliveira de Frades, freguesia e concelho de Oliveira de Frades | Matrícula na Conservatória do Registo Comercial de Oliveira de Frades sob o número único de Matrícula e de Identificação Fiscal 505 127 261 | Capital Social: 50.000.000 Euros

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participate in the General Meeting has been notified with reference to the Record Date, and may for such purpose use the e-mail address presidentedamesaag@martifer.com.

Shareholders, who professionally hold shares in their own name but on behalf of clients, may vote differently with their own shares, provided that, apart from the declaration of participation and the sending of the information referred to above by the financial intermediary, they present to the Chairman of the General Meeting, until 11:59 p.m. (GMT) of the day prior to the Record Date, resorting to sufficient and proportionate evidence of the following:

  1. Identification of each client and the number of shares to be voted on the latter's behalf; and
  2. The voting instructions, specified for every item on the Agenda, provided by each client.

The Shareholders which have declared the intention to participate in the Shareholders' General Meeting in the above referred terms and transfer the ownership over the shares between the Record Date and the end of the Shareholders' General Meeting shall immediately give notice to the Chairman of the General Meeting using the e-mail address presidentedamesaag@martifer.comand to the Portuguese Securities Market Commission ("Comissão do Mercado de Valores Mobiliários", hereinafter referred as to CMVM).

Shall be allowed to participate and to vote at the Shareholders' General Meeting only the Shareholders with the abovementioned declaration, where the intention of participating in the Shareholders' General Meeting is declared, that has been received by the financial intermediary until 11:59 p.m. (GMT) of the day prior to the Record Date provided that until 11:59 p.m. (GMT) of the Record Date the information by the financial intermediary with which the aforementioned account for the register of the individualized securities was opened has been also received by the Chairman of the General Meeting.

Instruments of voluntary representation of shareholders at General Meetings shall be submitted at the registered office, addressed to the Chairman of the General Meeting until 22 May 2023, and will specify the meeting to which they refer to and indicate the date, the time and the place where it will take place and the respective agenda, thus, granting a proxy unequivocally to the representative and identifying him/her adequately.

The voting will be conducted in the manner determined by the Chairman of the General Meeting.

Shareholders that are legal entities shall be represented by a person appointed for that purpose by the respective administration or management body.

Martifer - S.G.P.S., S.A. | Zona Industrial de Oliveira de Frades, freguesia e concelho de Oliveira de Frades | Matrícula na Conservatória do Registo Comercial de Oliveira de Frades sob o número único de Matrícula e de Identificação Fiscal 505 127 261 | Capital Social: 50.000.000 Euros

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If requested by any shareholder, the General Meeting will also be held by telematic means. Shareholders who wish to do so may participate in the General Meeting by means of a videoconference, for which they must inform until 11:59 p.m. (GMT) of the day prior to the Record Date the Chairman of the General Meeting of their willing, using the following address: presidentdamesaag@martifer.com, and (i) include their email address for receiving communications regarding the General Meeting and (ii) in the case of shareholders who are individuals, attach a copy of their respective identification document. Following this communication, the shareholder or shareholder's representative will receive, by e-mail, a link to access the Shareholders' General Meeting. The participation of the shareholder or shareholder's representative in the Shareholders' General Meeting by telematics means is allowed even if he/she has not exercised his/her vote by electronic means. If the Shareholder has vote already, votes cast by correspondence means may not be changed and no new votes may be cast during the session.

In accordance with the applicable law, the Company will record the contents of the communications and register the participants.

PROCEDURES FOR THE EXERCISE OF THE RIGHT TO INCLUDE ITEMS IN THE AGENDA, THE RIGHT TO PRESENT PROPOSALS FOR RESOLUTIONS AND THE RIGHT TO OBTAIN INFORMATION ON MEETINGS

Shareholder or Shareholders holding at least 2% (two percent) of the share capital may require the inclusion of items in the agenda. The referred requirement shall be presented in writing, to the Chairman of the General Meeting within five (5) days following the publication of the present Notice and shall be accompanied by a resolution proposal for each subject to which the inclusion refers to, and such items and proposals will be disclosed to shareholders in the same way used for the disclosure of the notice of general meeting as soon as possible, with the deadline of 0 hours (GMT) of the Record Date.

The Shareholder or Shareholders which fulfil the conditions referred in the previous paragraph may also request the inclusion of resolution proposals relating to items referred to in the Notice or amended to the latter. The requirement shall be addressed in writing to the Chairman of the General Meeting five

  1. days following the publication of the present Notice together with the information which must accompany the resolution proposal. Such resolution proposals will be disclosed to shareholders in the same way used for the disclosure of the notice of the general meeting as soon as possible, with the deadline of 11:59 p.m. (GMT) on 15 May 2023, the 10th day prior to the holding of the general meeting.

Martifer - S.G.P.S., S.A. | Zona Industrial de Oliveira de Frades, freguesia e concelho de Oliveira de Frades | Matrícula na Conservatória do Registo Comercial de Oliveira de Frades sob o número único de Matrícula e de Identificação Fiscal 505 127 261 | Capital Social: 50.000.000 Euros

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Any Shareholder may, during the Meeting, request to be provided with truthful complete and thorough information which allows him/her to form a reasoned opinion on the matters subject to resolution (the duty to inform covers all the companies affiliated of the company).

The information requested shall be provided by the company's body to which the matter relates to, and may only be refused if its disclosure may cause serious losses to the Company, or to an affiliate company, or breach of the legal secrecy duty.

VOTE BY CORRESPONDENCE

Shareholders may exercise their right to vote by (i) postal and (ii) electronic correspondence.

Votes by correspondence shall only be deemed valid when received at the registered office of the Company, located in Zona Industrial de Oliveira de Frades, Apartado 17, 3680-170 Oliveira de Frades, until 22 May, 2023, by means of a registered letter with acknowledgment of receipt, addressed to the Chairman of the General Meeting, without prejudice to the fact that it is mandatory to prove within due time the shareholder capacity, in accordance with the below-mentioned terms.

Having in mind the need to ensure the confidentiality of the vote up to the time of voting, the statement of vote foreseen in the previous paragraph shall be enclosed in a closed envelope in which the expression "statement of vote" shall be written. The envelope containing the statement of vote shall be enclosed in another envelope and will be accompanied by a letter issued by the shareholder and addressed to the Chairman of the General Meeting, sent by registered post, expressing therein its unequivocal wish to vote by correspondence. The said letter and the statement of vote both shall be signed by the holder of the shares or by his/her legal representative and, should he/she be a natural person, it will have to have a copy of the shareholder's identity card attached to it or, should it be a legal entity, it will have to have the evidence of the underwriter's powers to act. The signature(s) on the statement of vote of legal entities shall have to be certified (by notary, lawyer or solicitor) in accordance with the law and the underwriter's powers to act must be confirmed.

Voting by electronic correspondence must be received under conditions equivalent to voting by postal correspondence, regarding intelligibility, guarantee of authenticity, confidentiality and other formalities. For this purpose, shareholders must complete the ballot's papers available on the Company's website (www.martifer.com) and send it to the email address presidentedamesaag@martifer.com, with the

Martifer - S.G.P.S., S.A. | Zona Industrial de Oliveira de Frades, freguesia e concelho de Oliveira de Frades | Matrícula na Conservatória do Registo Comercial de Oliveira de Frades sob o número único de Matrícula e de Identificação Fiscal 505 127 261 | Capital Social: 50.000.000 Euros

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Martifer SGPS SA published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2023 13:42:11 UTC.