Corticeira Amorim

Regulatory Filings • Jun 4, 2019

Corticeira Amorim, SGPS, S.A. Public Company Edifício Amorim I Rua de Meladas, nr 380 4536-902 Mozelos VFR Portugal

Share Capital: € 133,000,000.00 A company incorporated in Santa Maria da Feira - Portugal Registration and Corporate Tax ID: PT 500 077 797

www.corticeiraamorim.com

Investor Relations Officer Ana Negrais de Matos, CFA tel: + 351 227 475 423 fax: + 351 227 475 407 ana.matos@corticeira.amorim.com

Disclosure of Material Information

Mozelos, Portugal, June 4, 2019 – According to the terms of article 248-A, paragraph 1 of the Securities Market Code (Código dos Valores Mobiliários), CORTICEIRA AMORIM, S.G.P.S., S.A. hereby informs that, by written communication dated of 4 June 2019, received in the same day, it was notified by:

"THIS NOTICE SHALL NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, TO OR IN ANY JURISDICTION IN WHICH SUCH DISCLOSURE, PUBLICATION OR DISTRIBUTION CONSTITUTES OR MAY CONSTITUTE A VIOLATION OF APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO OR IN THE UNITED STATES OF AMERICA , CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA.

Investmark Holdings, B.V., a Dutch company, with registered offices at Herikerbergweg 238, Luna ArenA, 1101 CM Amsterdam, Netherlands ("Offeror"), at this date owner of 18,325,157 shares representing 13.78% of the share capital of Corticeira Amorim, SGPS, S.A. ("Corticeira Amorim") hereby informs that it has decided to launch a private offer for sale ("Offer") of shares representing the share capital of Corticeira Amorim, in the context of which the Offeror offers to sell up to 4,600,000 shares representing up to 3.46% of the share capital of Corticeira Amorim.

The Offer and corresponding sale of shares will be exclusively addressed and sold to professional investors outside of the United States of America under Regulation S of the United States Securities Act of 1933, as amended (the "Securities Act") and within the United States of America only to qualified institutional buyers, as defined in the Securities Act, in a transaction exempt from registration under the Securities Act, through a process of Non-Secured Exclusive Accelerated Bookbuilding, subject to demand, price and market conditions.

With this Offer, the Offeror aims at contributing to increase the free-float of Corticeira Amorim, meeting the increasing interest shown by investors, national and international, enhancing the liquidity of the stock and promoting a greater representation of the title in the PSI 20, the Portuguese stock exchange main index, in line with Corticeira Amorim's contribution to the Portuguese economy.

JB Capital Markets, S.V., S.A.U., with registered offices at Plaza Manuel Gómez Moreno, 2, 28020, Madrid, Spain, was appointed by the Offeror to act as "Sole Bookrunner" in the context of the Offer.

The final terms of the Offer shall be communicated after the completion of the Non-Secured Exclusive Accelerated Bookbuilding process, which is expected to occur until 5 June 2019.

The Offeror assumed a lock-up obligation in relation to transactions on shares of Corticeira Amorim held, directly or indirectly, by the Offeror which are potentially not sold within the scope of the Offer. This obligation is in force since 28 May 2019 (date of execution of the mandate agreement between the Offeror and the Sole Bookrunner) and will cease 90 (ninety) days following the sell order of the shares to be potentially sold in the context of the Offer (or following the end of the market sounding if no order is issued).

This communication is only for informative purposes and does not constitute a recommendation or an invitation to buy or sell Corticeira Amorim's shares.

By Investmark Holdings, B.V. Name: Its de Bree Capacity: Director

IMPORTANT NOTICE

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SHARES OR OTHER SECURITIES. THIS ANNOUNCEMENT, OR ITS DISCLOSURE OR DISTRIBUTION, DOES NOT FORM THE BASIS OF ANY AGREEMENT OR ANY UNDERTAKING OR COMMITMENT WHATSOEVER, AND SHOULD NOT BE READ AS FORMING PART OF ANY FUTURE AGREEMENT OR ACT AS AN INDUCEMENT TO ENTER INTO ANY AGREEMENT.

THE OFFERING OF SHARES AND THE DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE PROHIBITED OR RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES SHOULD INFORM THEMSELVES ABOUT SUCH PROHIBITION OR RESTRICTIONS AND COMPLY WITH THEM. FAILURE TO DO SO MAY CONSTITUTE A BREACH OF THE LAWS OF SUCH JURISDICTION.

THE TRANSACTION REFERENCED ABOVE DOES NOT CONSTITUTE A PUBLIC OFFERING IN ANY JURISDICTION, INCLUDING PORTUGAL.

THE OFFER AND SHARES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN, NOR WILL BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND, THEREFORE, THE SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT SUCH REGISTRATION, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. LIKEWISE, THE SHARES HAVE NOT BEEN, NOR WILL BE REGISTERED UNDER THE APPLICABLE SECURITIES LAWS OF CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA AND, THEREFORE, THE SHARES MAY NOT BE OFFERED OR SOLD IN CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA, EXCEPT PURSUANT TO AN EXEMPTION OF THE REGISTRATION REQUIREMENTS OF THE APPLICABLE SECURITIES LAWS OR IN A TRANSACTION NOT SUBJECT TO SUCH REQUIREMENTS. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA IN THE CONTEXT OF, OR WITH RESPECT TO, THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA.

THIS DOCUMENT IS ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC (THE PROSPECTUS DIRECTIVE) INCLUDING DIRECTIVE

2010/73/CE, TO THE EXTENT ALREADY IMPLEMENTED IN THE RELEVANT MEMBER STATE, TOGETHER WITH ANY ACTS, DIPLOMAS, RULES OR OTHER IMPLEMENTING DOCUMENTS IN ANY MEMBER STATE. IN ADDITION, IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS ONLY BEING DIRECTED AT QUALIFIED INVESTORS WHO ARE (I) INVESTMENT PROFESSIONALS, WITHIN THE TERMS OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY COMMUNICATED IN ACCORDANCE WITH ARTICLE 49(2) OF THE ORDER. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES WILL ONLY BE AVAILABLE AND POTENTIALLY AGREED, IN THE UNITED KINGDOM, WITH INVESTMENT PROFESSIONALS OR ENTITIES OR PERSONS COVERED BY ABOVE REFERRED ARTICLES OF THE ORDER AND, IN THE REMAINING MEMBER STATES OF THE EUROPEAN ECONOMIC AREA, TO QUALIFIED INVESTORS. ALL OTHER PERSONS SHOULD DISREGARD AND NOT RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.

THE SOLE BOOKRUNNERS IS ACTING EXCLUSIVELY, WITH RESPECT TO THE OFFER, FOR INVESTMARK HOLDINGS, B.V. AND WILL NOT BE RESPONSIBLE FOR PROVIDING ASSISTANCE OR ADVICE TO ANY OTHER PERSON OR ENTITY AND WILL ALSO NOT BE RESPONSIBLE BEFORE ANY OTHER PERSON OR ENTITY FOR PROTECTING THEIR RELEVANT INTERESTS.

THE SOLE BOOKRUNNERS MAY PARTICIPATE IN THE OFFERING ON A PROPRIETARY BASIS. THE OFFER HAS NOT BEEN AND WILL NOT BE SUBMITTED TO THE APPROVAL OF COMISSÃO DO MERCADO DE VALORES MOBILIÁRIOS (CMVM) PURSUANT TO THE APPLICABLE LAWS AND REGULATIONS AND, THEREFORE, THE SHARES MAY NOT BE OFFERED, SOLD OR DISTRIBUTED TO THE PUBLIC IN THE REPUBLIC OF PORTUGAL OTHER THAN TO PROFESSIONAL INVESTORS, AS DEFINED PURSUANT TO ARTICLE 30 OF DECREE-LAW NUMBER 486/99, OF 13 NOVEMBER, AS AMENDED (THE "PORTUGUESE SECURITIES CODE") OR OTHERWISE OFFERED, SOLD OR DISTRIBUTED IN A WAY THAT WOULD TRIGGER THE QUALIFICATION OF THE OFFERING AS A PUBLIC OFFER UNDER THE PORTUGUESE SECURITIES CODE."

The Board of Directors of CORTICEIRA AMORIM, S.G.P.S., S.A.