Mota-Engil

Share Issue/Capital Change • May 28, 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

MOTA-ENGIL, SGPS, S.A.

Company open to public investment (sociedade aberta) Registered office: Rua do Rego Lameiro, no. 38, 4300-454 Oporto, Portugal Fully subscribed and paid-up share capital: €306,775,950 Registered at the Commercial Registry Office of Oporto under the sole registration and taxpayer number 502 399 694 (Issuer)

SHARE CAPITAL INCREASE OF

MOTA-ENGIL, SGPS, S.A.

FROM 237,505,141 EUROS TO 306,775,950 EUROS

REGISTRATION OF SHARE CAPITAL INCREASE

In accordance with the applicable legal provisions, Mota-Engil, SGPS, S.A. ("Mota-Engil", "Company" or "Issuer") hereby announces that the above-mentioned share capital increase has been registered with the competent Commercial Registry Office on the date hereof. This share capital increase resulted in the issuance of 69,270,809 new ordinary, book-entry, nominative shares, with a nominal value of 1.00 Euro each, at a subscription price of 1.50 Euros per share, i.e. with a share premium of 0.50 Euros per each new share ("New Shares"), with subscription reserved to shareholders of Mota-Engil in the exercise of their respective pre-emptive rights and to other investors who purchased subscription rights (the "Offer").

As such, the current share capital of Mota-Engil is now of 306,775,950 Euros represented by 306,775,950 ordinary, book-entry, nominative shares with nominal value 1,00 Euro each.

These ordinary shares will be issued following the above-mentioned registration of Mota-Engil's share capital increase with the competent Commercial Registry Office.

The New Shares will be fungible with existing shares of the Issuer and, as of the date of issuance, will entitle their holders to the same rights as those of existing shares.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

It is expected that the admission to trading on the regulated market Euronext Lisbon of the 69,270,809 New Shares issued pursuant to the Offer will occur as from 31 May 2021 (inclusive), under the ISIN code PTMEN0AE0005.

Lisbon, 28 May 2021

The Issuer Mota-Engil, SGPS, S.A.

The Financial Intermediaries

Caixa – Banco de Investimento, S.A. | Haitong Bank, S.A.

This document, not approved by CMVM, is a non-official translation of the official Portuguese notice.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

*****

Disclaimer

The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa, or any other jurisdiction in which the distribution or release would be unlawful.

This notice does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. Any securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered, exercised or sold in the United States. There is no intention to register any of the securities in the United States or to conduct an offering of securities in the United States and all offers and sales outside the United States will be made to non-US persons in reliance on Regulation S under the US Securities Act.

The issue, exercise or sale of securities in any potential offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Issuer assumes no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, nor shall there be any sale of, the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Investors must neither accept any offer for, nor acquire or subscribe for, any securities to which this notice refers, unless they do so based on the information contained in the applicable prospectus published or offering circular distributed by the Issuer.

The Issuer has not authorized any offer to the public of securities in any Member State of the European Economic Area (the "EEA") other than Portugal.

In Member States of the EEA (other than Portugal), the information contained herein is for distribution only to and is directed only at persons who are "qualified investors" within the meaning of article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation", which term includes all amendments thereto, including Regulation (EU) 2019/2115 of the European Parliament and of the Council of 27 November 2019) ("Qualified Investors"). In Member States of the EEA (other than Portugal), this information must not be acted on or relied on by persons who are not Qualified Investors. Any investment or investment activity to which this information relates is only available to Qualified Investors and will be engaged in only with Qualified Investors.