Transaction in Own Shares • May 17, 2021
Transaction in Own Shares
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CTT - Correios de Portugal, S.A. Public Company Avenida D. João II, 13 1999-001 LISBON Lisbon commercial registry and fiscal no. 500 077 568 Share Capital EUR 75,000,000.00
Announcement - Lisbon, 17 May 2021
Under the terms and for the purposes of article 5(1)(a) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 ("Regulation (EU) No 596/2014") and article 2(1) of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 ("Delegated Regulation (EU) 2016/1052'), CTT – Correios de Portugal, S.A. ("CTT" or "Company") hereby informs that at its meeting held today the Board of Directors of the Company has unanimously approved the implementation of a CTT share buy-back program ("Buy-back Program"), including its terms and conditions, particularly the start date of the trading under the said program.
The implementation of the Buy-back Program follows, namely, the approval of the Company's Remuneration Committee's proposal for the remuneration policy and the stock options plan on CTT shares to be awarded to CTT Executive Directors ("Plan for Directors"), by the General Shareholders' Meeting of CTT held on 21 April 2021 (as per item 4 of the General Meeting's Agenda), as well as the intention of the Board of Directors to put in place a stock options program addressed to the top management of the Company ("Plan for Top Managers") (the Plan for Directors and the Plan for Top Managers are together referred to as "Plans"). The execution of the Buy-back Program will take into consideration not only the terms and conditions described below, but also the limits of the resolution adopted under item 5 of the Agenda of the General Meeting mentioned above, under which the granting of authorization to the Board of Directors for the acquisition and transfer of own shares by the Company and its subsidiaries was approved, as disclosed to the market in due time.
Further notice is hereby given that the Buy-back Program will be implemented in accordance with the provisions of Regulation (EU) No 596/2014 as supplemented by Delegated Regulation (EU) 2016/1052.
The sole objective of the Buy-back Program, pursuant to and for the purposes of article 5(2)(c) of Regulation (EU) No 596/2014, is the acquisition of own shares in order to comply with the obligation to award shares representing CTT's share capital to the participants in the Plans, based on the estimated number of shares required to meet the settlement of the options currently granted under the Plan for Directors, as well as the options which the Board of Directors is planning to grant under the Plan for Top Managers, pursuant to paragraph a) below.


CTT - Correios de Portugal, S.A. Public Company Avenida D. João II, 13 1999-001 LISBON Lisbon commercial registry and fiscal no. 500 077 568 Share Capital EUR 75,000,000.00
Without prejudice, to the extent that the acquisitions made under the objective listed above exceed the number of shares effectively required to meet the settlement of the options granted under the Plans, namely in the event of a change in the assumptions for calculation of the estimated number of shares required, the own shares acquired for the aforementioned purpose which exceed the number of shares effectively required to meet CTT's obligations under the Plans may be cancelled through the reduction of CTT's share capital. The possible reduction of CTT's share capital shall be subject to the prior approval by CTT's General Meeting of Shareholders, considering the terms and conditions approved in such context, as well as to the prior authorization by the Portuguese Government in its capacity as grantor under the Universal Postal Service concession agreement entered into with CTT.
The Buy-back Program will be implemented in strict dependence on the aforementioned objective. In this context, it will be carried out in accordance with the following terms and conditions:


CTT - Correios de Portugal, S.A. Public Company Avenida D. João II, 13 1999-001 LISBON Lisbon commercial registry and fiscal no. 500 077 568 Share Capital EUR 75,000,000.00
f) Financial intermediary in charge of the execution of the Buy-back Program: The mandate for the execution of the Buy-back Programhas been granted to JB Capital Markets, S.V., S.A. which will independently carry out the acquisitions of CTT shares in the Buy-back Program, under the terms and in accordance with the limits set out in this communication and in the resolution passed by the General Shareholders' Meeting of CTT held on 21 April 2021, as well as in accordance with the applicable law and, in particular, Regulation (EU) No 596/2014 and Delegated Regulation (EU) 2016 / 1052, being duly authorized for such purpose.
The Buy-back Program shall be executed as a "scheduled buy-back program" pursuant to and for the purposes of article 4(2) of Delegated Regulation (EU) 2016/1052, complying to this end with the terms and conditions set out above, as well as the requirements and conditions set outin Regulation (EU) No 596/2014 as supplemented by Delegated Regulation (EU) 2016/1052, namely those set out in the subparagraphs below, thus benefiting from the exemption provided for in article 5 of Regulation (EU) No 596/2014.
During the period of the Buy-back Program, the following additional requirements will be complied with:
Any interruption or change to the Buy-back Program or to the information disclosed in connection thereof will be communicated to the market in accordance with Delegated Regulation (EU) 2016/1052.


CTT – Correios de Portugal, S.A. Public Company Avenida D. João II, 13 1999-001 LISBON Lisbon commercial registry and fiscal no. 500 077 568 Share Capital EUR 75,000,000.00
This information to the market and the general public is also available on CTT website at: https://www.ctt.pt/grupo-ctt/investidores/comunicados/index?language_id=1.
Guy Pacheco Market Relations Representative of CTT
Peter Tsvetkov Head of Investor Relations of CTT
Contacts: Email:[email protected] Fax: + 351 210 471 996 Phone: + 351 210 471 087

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