Futebol Clube do Porto

M&A Activity • Aug 1, 2024

FUTEBOL CLUBE DO PORTO – FUTEBOL, SAD

Company issuing shares admitted to trading on a regulated market Share Capital: 112,500,000 Euro Equity: - 210,581,972 Euro (approved on 23rd November 2023 Shareholders' General Meeting) Head Office: Estádio do Dragão – Via FC Porto, Entrada Poente Piso 3, 4350-451 Porto Registered in the 1st Porto's Commercial Registry Office and Corporate Fiscal as n.º 504 076 574

ANNOUNCEMENT

Translation of portuguese Original (In the event of any discrepancy, the Portuguese Original shall prevail)

Futebol Clube do Porto - Futebol, SAD ("FC Porto") following up on the announcement made in 18 April 2024 hereby informs that it has signed an amendment to the "Investment and Shareholders' Agreement" ("ISHA") signed in April with Ithaka Infra III, S.L. ("Ithaka") an investment vehicle affiliated to Ithaka Investments Europe, SL.

This amendment materializes a partnership between FC Porto and Ithaka to explore comercially the Estadio do Dragão for the next 25 years, with Ithaka being entitled to obtain 30% of the economic rights from a new entity Porto Stadco SA ("Porto Stadco") which is being created through a demerger of Porto Comercial. Porto Stadco will be focused on increasing the stadium's commercial potential, including exactly the same perimeter agreed in the original ISHA, namely the revenues and costs associated to Ticketing, Corporate Hospitality, Naming Rights of Estádio do Dragão and other sponsorship agreements linked to the stadium, Museum and Guided Tours to the Stadium, the organization of non-sporting events as well as other related existing or future revenues of the stadium.

According to the amendment signed today, Ithaka will acquire 30% of the economic rights ("Cash Available for Distributions Post Taxes") of Porto Stadco SA to FC Porto for a total amount that can achieve 100 million euros (up to 54% over the 65 million euros amount agreed in the original ISHA), to be payed according to the current schedule:

• 65 million euros, to be split between:
  • o 50 million euros at closing (estimated to be in October 2024) versus 40 million euros in the original ISHA; and
  • o 15 million euros on June 2026;
• An additional conditional maximum amount of 15 million euros on July 2026, according to an earnout linked to certain Ticketing EBITDA metrics of Porto Stadco to be achieved at the end of 2025/26;

FUTEBOL CLUBE DO PORTO – FUTEBOL, SAD

Company issuing shares admitted to trading on a regulated market Share Capital: 112,500,000 Euro Equity: - 210,581,972 Euro (approved on 23rd November 2023 Shareholders' General Meeting) Head Office: Estádio do Dragão – Via FC Porto, Entrada Poente Piso 3, 4350-451 Porto Registered in the 1st Porto's Commercial Registry Office and Corporate Fiscal as n.º 504 076 574

A final maximum conditional amount of 20 million euros on July 2027, according to an earn-out linked to certain EBITDA metrics of Porto Stadco to be achieved at the end of 2026/27;

Considering Porto Stadco business reported in 2023/24 estimated total revenues of around 32 million euros and estimated EBITDA of around 23 million euros, the maximum valuation of 100 million euros for 30% of economic rights of Porto Stadco represents an EV / EBITDA2024 multiple of around 14,5X.

Through the amendment to the ISHA signed today, FC Porto guarantees a call option to acquire the 30% stake of Ithaka at the end of year 10 and 15 of the partnership, therefore recovering 100% of the economic rights of Porto Stadco.

Also, through the current amendment, Ithaka supports FC Porto's issuance of debt backed by 70% of the economic rights of Porto Stadco that FC Porto will continue to retain. In this sense, FC Porto will create a new company that will hold the 70% stake in Porto Stadco and will start planning for a bond issue to be placed among institutional investors through a Stadium Financing type of structure.

Finally, it is worth noting that FC Porto will maintain management control of the operations of Porto Stadco with the full support of Ithaka that will contribute its expertise, whilst it keeps 100% of the property rights to Estadio do Dragão through the partnership. After 25 years, FC Porto will regain 100% of the economic rights of Porto Stadco.

Porto, 1st August 2024