Mota-Engil

Share Issue/Capital Change • Nov 27, 2023

MOTA-ENGIL INFORMS ABOUT THE LAUNCH OF A SUBSCRIPTION OFFER AND BOND ISSUE

MOTA-ENGIL S.G.P.S., S.A. (MOTA-ENGIL) informs on the launch of a new subscription offer of book-entry and nominative notes, with a nominal amount of €1,000, a minimum aggregate nominal amount of €50,000,000 and a maximum aggregate nominal amount of €60,000,000, representing the new bond issue "Obrigações Ligadas a Sustentabilidade Mota-Engil 2023-2028" ("Mota-Engil 2028 Notes"), to be placed with qualified investors ("Offer") in order to finance its current activity and international expansion, as well as to pursue its strategy of diversifying the sources of financing and lengthening of its debt maturity, to better align it with the generation of cash flow.

In the context of the Offer, the Mota-Engil 2028 Notes may be subscribed in cash at their nominal amount and/or in kind, through the exchange of (i) notes, with a nominal amount of €250 and with an aggregate nominal amount outstanding of €83,999,750, issued by MOTA-ENGIL on 30 October 2019, with final maturity date on 30 October 2024, with a fixed interest rate of 4.375% per annum and with the ISIN PTMENXOM0006, representing the bond issue "Obrigações Mota-Engil 2019/2024" ("Mota-Engil Notes 2024") and/or (ii) notes, with a nominal amount of €500 and with an aggregate nominal amount outstanding of €131,999,500, issued by MOTA-ENGIL on 2 December 2021, with final maturity date on 2 December 2026, with a fixed interest rate of 4.25% per annum and with the ISIN PTMENYOM0005, representing the bond issue "Obrigações Ligadas a Sustentabilidade Mota-Engil 2021-2026" ("Mota-Engil Notes 2026" and together with the Mota-Engil 2024 Notes, the "Existing Notes"). Accordingly, the subscription of the Mota-Engil Notes 2028 through the exchange of Existing Notes will entitle the relevant holder to receive one Mota-Engil Note 2028 for (i) four Mota-Engil Notes 2024 or (ii) two Mota-Engil Notes 2026, as the case may be, provided that the relevant subscription orders in kind are validly tendered.

Allocation of Mota-Engil Notes 2028 shall be made in the following order to fulfil the subscription orders in cash, in respect of the Mota-Engil Notes 2028, and/or in kind, in respect of the Existing Notes validly accepted for exchange:

(i) First, allocation of Mota-Engil Notes 2028 to all Qualified Investors who have validly subscribed for Mota-Engil Notes 2028 in cash;

(ii) Second, allocation of Mota-Engil Notes 2028 to those Qualified Investors who subscribed for the Mota-Engil Notes 2028 by tendering Mota-Engil Notes 2024; and

(iii) Third, allocation of Mota-Engil Notes 2028 to those Qualified Investors who subscribed for the Mota-Engil Notes 2028 by tendering Mota-Engil Notes 2026.

The Offer will occur between 27 November 2023 and 4 December 2023, as detailed in the Offer documents. Haitong Bank, S.A. acts as Global Coordinator and bookrunner in this transaction.

Porto, November 27, 2023

THE REPRESENTATIVE FOR THE MARKET RELATIONS

LUÍS SILVA