Mota-Engil

Capital/Financing Update • Dec 11, 2017

MOTA-ENGIL ANNOUNCES THE LAUNCH OF A NEW SENIOR BONDS OFFER

MOTA-ENGIL SGPS, SA announces that, by pursuing its financial strategy of diversifying sources and types of financing, as well as extending maturities, it will launch on December 11th 2017 a private bond offer at an individual par value of € 10,000 and an aggregate maximum amount of about € 131,290,000 (reference value calculated, as at December 8 th , by adding the total amount of "Mota-Engil USD 2014/2018" and "Mota-Engil 2014/2019" issues), maturing in January 2023 and with an interest rate of 4% per annum, which is expected to be issued on January 4th, 2018 ("New Bonds").

This private offer is only addressed to qualified investors, it requires a minimum purchase amount of € 100 000 per investor, and may be liquidated in cash or in kind, with the following terms:

(a) By exchanging bonds referring to "Mota-Engil USD 2014/2018", that is admitted for negotiation on the regulated market of the Luxembourg Stock Exchange, totaling USD 25,000,000 and maturing on June 18th 2018 (ISIN: PTMENPOE0006), and the payment of the remaining purchase price in cash; and/or

(b) By exchanging bonds referring to "Mota-Engil 2014/2019", that is admitted for negotiation on the regulated market of the Luxembourg Stock Exchange, totaling € 110,000,000 and maturing on April 22nd 2019 (ISIN: PTMENNOE0008); and/or

(c) By fully purchasing the New Bonds in cash.

The holders of the bonds referring to "Mota-Engil USD 2014/2018" and "Mota-Engil 2014/2019" that exchange them for New Bonds will be entitled to receive accrued interest between the last interest payment date (including) and the issuance date of the New Bonds, and the holders of bonds referring to "Mota-Engil 2014/2019" that exchange them for New Bonds are still entitled to receive, as a counterpart, a cash prize.

Banco Finantia, S.A. acts as the Lead Manager and Sole Bookrunner under this operation.

Porto, December 11 th , 2017

THE REPRESENTATIVE FOR THE MARKET RELATIONS

LUÍS SILVA