Sonae Capital : SGPS, SA informs on Report of the Board of Directors regarding the opportunity and conditions of the general and voluntary takeover bid for the acquisition of shares representing the share capital of Sonae Capital, SGPS, SA, prepared under

English translation of Portuguese original. In the event of any discrepancy, Portuguese version shall prevail.

Report of the Board of Directors of SONAE CAPITAL, SGPS, S.A.

Regarding the Opportunity and Conditions of the Takeover Bid of EFANOR Investimentos, SGPS, S.A.

Maia | August 26, 2020

SONAE CAPITAL, SGPS, SA

Listed Company

Registered Office: Lugar do Espido, Via Norte, Maia

Share Capital: EUR 250,000,000.00 Registered with Maia Commercial Registry Office

under the sole registration and taxpayer number 508 276 756

REPORT OF THE BOARD OF DIRECTORS

Regarding the opportunity and conditions of the general and voluntary takeover bid for the acquisition of shares representing the share capital of SONAE CAPITAL, SGPS, S.A. prepared under the terms and for the purposes of Article 181 of the Portuguese Securities Code.

26 August 2020

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English translation of Portuguese original. In the event of any discrepancy, Portuguese version shall prevail.

Report of the Board of Directors of SONAE CAPITAL, SGPS, S.A.

Regarding the Opportunity and Conditions of the Takeover Bid of EFANOR Investimentos, SGPS, S.A.

Maia | August 26, 2020

WARNING/DISCLAIMER

1. The present Report was prepared by the Board of Directors of SONAE CAPITAL SGPS SA ("SONAE CAPITAL"), under the terms of Article 181(1) to
   (4) of the Portuguese Securities Code ("CVM"), following the analysis made by the Board of Directors of SONAE CAPITAL of the Draft Prospectus and of the Draft of Announcement, received on 19 August 2020, concerning the general and voluntary takeover bid for the acquisition of shares representing the share capital of SONAE CAPITAL ("OFFER"), launched by Efanor Investimentos SGPS, S.A. ("EFANOR" or "Offeror"), which Preliminary Announcement was published on 31 July 2020.
2. The present Report has been prepared according to the information available to the Board of Directors as at this date. SONAE CAPITAL's Shareholders are advised to consider this Report, in their individual decision process, regarding the acceptance or rejection of the Offer, without prejudice to the necessary evaluation and individual and weighted judgment by each of SONAE CAPITAL's Shareholders.
3. The forecasts and estimates contained in this report have been drawn in accordance with the Board of Directors' best knowledge and belief, based on the information available as at this date. Forecasts and estimates, by nature, involve risks and uncertainties because they relate to future events and depend on circumstances that may or may not occur. Being forecasts and estimates, there is therefore no guarantee concerning the verification of the outcome envisaged herein, given the multiplicity of constraints on which they depend and which, if they do not occur or are subject to change, could substantially change the outcome. This report also includes statements that reflect expectations of the Board of Directors, there being no guarantee that they will be verified. Certain statements reflect the views or opinions of the Board of Directors of SONAE CAPITAL and do not necessarily reflect facts that are tangible or which occurrence is guaranteed.
4. SONAE CAPITAL assumes no obligation to update or make publicly available any revisions to the forecasts or estimates contained in this Report to reflect events or circumstances occurring after this date, without prejudice to the publication of a supplement or addendum to this Report, which may occur in the event of a possible revision of the Offer, the updating of its terms and conditions or if any additional information is made available in the meantime.
5. This document should not be understood as an exhaustive analysis containing all the information provided to the market regarding SONAE CAPITAL. Shareholders should also consult the Offer prospectus and the Offer announcement (to be released after the registration and launch of the Offer), as well as all previous press releases, publications and financial statements disclosed by SONAE CAPITAL which are or will be made available on www.cmvm.ptand/or the Company's website www.sonaecapital.pt.

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English translation of Portuguese original. In the event of any discrepancy, Portuguese version shall prevail.

Report of the Board of Directors of SONAE CAPITAL, SGPS, S.A.

Regarding the Opportunity and Conditions of the Takeover Bid of EFANOR Investimentos, SGPS, S.A.

Maia | August 26, 2020

TABLE OF CONTENTS

1. Executive Summary
2. 1. Introduction
   2. Consideration
   3. Offeror's Intentions and Impact of the Offer
   4. Opinion
3. Terms of the Offer
4. 1. The Offeror
   2. Qualification of the Offer and Shares targeted by the Offer
   3. Effectiveness conditions of the Offer
   4. Assumptions underlying the decision to launch the Offer
   5. Acceptance Period
   6. Exclusion from trading on Euronext Lisbon and squeeze-out
5. The Consideration of the Offer
6. 1. Evolution of SONAE CAPITAL's stock market performance
   2. Recent performance of SONAE CAPITAL
   3. Analysis of the Premium underlying the Offer
   4. Analysis of the Offer Price
7. Offeror's Intentions and Impacts of the Offer
8. 1. The Offeror's strategic plans
   2. Impact of the Offer on SONAE CAPITAL

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English translation of Portuguese original. In the event of any discrepancy, Portuguese version shall prevail.

Report of the Board of Directors of SONAE CAPITAL, SGPS, S.A.

Regarding the Opportunity and Conditions of the Takeover Bid of EFANOR Investimentos, SGPS, S.A.

Maia | August 26, 2020

1. 1. Employees
   2. Other Stakeholders
   3. Financial Position
   4. Liquidity
2. Intention of the members of the Board of Directors who are simultaneously SONAE CAPITAL Shareholders, in respect to the acceptance of the Offer
3. Information regarding the approval of this Report by SONAE CAPITAL Board Of Directors
4. Opinion of the Board of Directors on the Adequacy of the Consideration

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