Sonae SGPS

Notice of Dividend Amount • May 28, 2019

ANNOUNCEMENT

Maia, 28 May 2019

(Translation from the Portuguese original)

NOTICE TO THE HOLDERS OF THE SONAE INVESTMENTS B.V. (THE "ISSUER") €210,500,000 1.625 PER CENT. CONVERTIBLE BONDS DUE 2019 (THE "BONDS") (ISIN: XS1076005153)

Pursuant to the terms and conditions of the Bonds (the "Conditions"), as set out in the Trust Deed dated 11 June 2014 between the Issuer, Sonae SGPS, S.A. and BNY Mellon Corporate Trustee Services Limited and constituting the Bonds, notice is hereby given to Bondholders that in connection with the Cash Dividend of EUR 0.0441 payable on 30 May 2019 to shareholders, the Calculation Agent has made the following determinations:

• The Dividend Adjusted Conversion Price will be adjusted to EUR 1.586 (from previously EUR 1.616), in accordance with Condition 6(n)(ii), effective 28 May 2019
• The Threshold Amount for each of the Relevant Fiscal Years ending 31 December 2019 will be adjusted to EUR 0.0275 (from previously EUR 0.0280), in accordance with Condition 6(n)(ii), effective 28 May 2019
• For the avoidance of doubt, the Conversion Price remains unchanged

The Bondholders are remindend that the the Conversion Period ended on 11 April 2019.

Capitalised terms not otherwise defined herein shall have the meanings given to them in the Conditions.

Head Office Lugar do Espido, Via Norte, Maia Share Capital: €2.000.000.000,00 Maia Commercial Registry and Fiscal Number 500273170 Sociedade Aberta

For further information, please contact the Investor Relations Department at Sonae:

PATRÍCIA VIEIRA PINTO Head of Investor Relations / Sonae T. +351 220 104 724 // E. pavpinto@sonae.pt

www.sonae.pt