Sonae SGPS

Share Issue/Capital Change • Jan 28, 2021

DO NOT DISCLOSE, PUBLISH OR DISTRIBUTE, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR DISCLOSURE WOULD BE ILLEGAL

SONAE INDÚSTRIA, SGPS, S.A.

Headquarters: Lugar do Espido, Via Norte, Maia Registered in the Commercial Registry of Maia Registration and Tax Identification no. 506 035 034 Share Capital: € 253,319,797.26 Publicly Traded Company

MATERIAL INFORMATION

SONAE INDÚSTRIA ANNOUNCES DELIBERATION OF A SHARE CAPITAL INCREASE

Sonae Indústria, SGPS, S.A. ("Sonae Indústria") informs that, taking into consideration the need to reinforce the company's shareholders' funds in order to improve its capital structure, reduce its overall cost of debt and enable the company to pursue its strategic plans, the Board of Directors approved today, in the context of the authorisation set out in number 3 of Article 5 of Sonae Indústria's Articles of Association, and obtained the favourable opinion of the company's Statutory Audit Board, a share capital increase with the following main terms and conditions:

• A. Sonae Indústria's share capital will be increased from the current 253,319,797.26 euros to 308,321,344.20 euros through new contributions in cash in the amount of 55,001,546.94 euros;
• B. The subscription price of each new share, which corresponds to the issue price, will be 1,14 euros, with no premium;
• C. The number of new ordinary, registered, book‐entry shares, without nominal value will be 48,246,971;
• D. If the share capital increase is not fully subscribed, it will be limited to subscriptions that are collected;
• E. The share capital increase will be carried out through a Public Offer ("Offer") to be subscribed by shareholders in the exercise of their pre‐emptive rights and other investors holding subscription rights. Each holder of Sonae Indústria's ordinary shares will be attributed one subscription right per each share representing the current share capital of Sonae Indústria it holds.

Lugar do Espido ‐ Via Norte 4470‐177 Maia ‐ Portugal T. +351 220 106 300 F. +351 220 100 436

The Offer and the admission to trading in the regulated market of the new shares to be issued are conditional to the approval and publication of the respective prospectus by the Portuguese Securities Market Commission ("CMVM") and to the disclosure of the notice for the exercise of subscription rights, in accordance to the law, which Sonae Indústria intends to promote as soon as possible.

This announcement does not constitute a subscription offer for Sonae Indústria shares, which will be made exclusively in accordance to the terms of the prospectus to be approved by CMVM and which shall be consulted in connection with such offer.

Maia, 28 January 2021

The Representative for Relations with Capital Markets and CMVM,

(Christopher Lawrie)

______________________________

The information contained in this release is not intended for disclosure, publication or distribution, directly or indirectly, in or to the United States of America, Canada, South Africa, Australia, Japan or any other jurisdiction in which the distribution or disclosure would be illegal. This release or any copies thereof do not constitute an offer to sell, or a solicitation of an offer to buy or subscribe for securities in the United States of America, including in its territories or possessions and in the District of Columbia or any other jurisdiction. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended ("US Securities Act"), and cannot be offered, exercised or sold in the United States of America. There is no intention to register any part of the offer in the United States of America or to carry out an offer of securities in the United States of America and any offers and sales made outside the United States of America will be directed to non‐resident persons, as the provisions of Regulation S of the US Securities Act. The new shares may not be offered or sold in the United States without registration under the Securities Act or pursuant to an exemption from the Securities Act registration requirements. There will be no public offering of the new shares in the United States. This release was prepared by Sonae Indústria only for the use of authorized recipients and in relation to the potential offer by Sonae Indústria. The release, parts of the release or copies of the release, may not be done, transported or transmitted to the United States of America, or distributed, directly or indirectly, in the United States of America, in accordance with the definitions in the US Securities Act. The new shares have not been and will not be registered under applicable securities laws in any state or jurisdiction of Canada, Australia, Japan or South Africa and, with some exceptions, cannot be offered or sold in Canada, Australia, Japan or South Africa South, or for the benefit of any national, resident or citizen of Canada, Australia, Japan or South Africa. Any failure to comply with this restriction may constitute a violation of the securities market legislation of the United States of America, Canada, South Africa South, Australia or Japan or any other jurisdiction in which distribution or

disclosure would be illegal. The issuance, exercise or subscription of new shares in the potential offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Sonae Indústria takes no responsibility in the event of any violation of these restrictions by anyone. The information contained herein should not constitute an offer for subscription or the solicitation of an offer to buy or subscribe, nor should there be any subscription to the securities referred to herein, in any jurisdiction where such an offer, solicitation or subscription would be illegal.

Investors must not accept any offer, nor acquire or subscribe to any securities referred to in this document, except based on the information contained in the prospectus to be published and distributed by Sonae Indústria. The referred prospectus, which must be approved by the Securities Market Commission (CMVM), will be available for consultation by shareholders and investors (i) in digital format on the Sonae Indústria website (www.sonaeindustria.com/) and on the CMVM page (www.cmvm.pt/) and (ii) in physical format at Sonae Indústria's head office (Lugar do Espido, Via Norte, 4470‐177 Maia). Sonae Indústria has not authorized any offer of securities to the public in any Member State of the European Economic Area ("EEA") other than Portugal. No public offering of new shares that require the approval of a prospectus has been made nor will be made in EEA Member States other than Portugal, in which the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended, (the "Prospectus Regulation"). Consequently, the new shares may only be offered in Member States to (a) "Qualified Investors", as defined in article 2(e) of the Prospectus Regulation, or (b) in any other circumstance in which a publication of a prospectus by Sonae Indústria is required, in accordance with the Prospectus Regulation. For this purpose, "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. Therefore, in EEA Member States other than Portugal, this information cannot be considered by people who are not Qualified Investors. Any investment or investment activity to which this information relates is only available to Qualified Investors, and only with these can be made. This announcement is only distributed and is addressed only to (a) people who are outside the United Kingdom or (b) people that being in the United Kingdom have (i) professional experience in matters related to investments that fall within the definition of "investment professionals" provided for in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"), or (ii) are entities with high financial assets, or other persons to whom this information may lawfully be transmitted, under the terms of article 49(2) (a) to (d) of the Order (such persons being referred to as "relevant persons") or an equivalent regulation. Any investment or investment activity to which this release relates is only made available to relevant persons, and only by these can be made. This release and its content cannot be considered by people who are not relevant persons.