Mota-Engil

Share Issue/Capital Change • Oct 11, 2015

MOTA-ENGIL INFORMS ON MOTA-ENGIL AFRICA'S INTENTION TO REQUEST EURONEXT AMSTERDAM N.V. TO DELIST ITS ORDINARY SHARES FROM EURONEXT AMSTERDAM AND ON POTENTIAL SHARE CAPITAL INCREASE

1. MOTA-ENGIL, SGPS, S.A. ("MOTA-ENGIL") informs that MOTA-ENGIL AFRICA N.V. ("MOTA-ENGIL AFRICA") announced that its board of directors ("Board of MOTA-ENGIL AFRICA") intends to request Euronext Amsterdam N.V. to delist the ordinary shares in the capital of MOTA-ENGIL AFRICA ("Shares") from Euronext Amsterdam.

The Board of MOTA-ENGIL AFRICA has noted that the company's free float remains limited, with limited liquidity and trading in the Shares. In the view of the Board of MOTA-ENGIL AFRICA the market price of the Shares no longer represents a fair valuation of MOTA-ENGIL AFRICA.

Subject to the shareholders of MOTA-ENGIL AFRICA approving a share buy-back programme during an extraordinary general meeting ("EGM") convened for such purpose, shareholders of MOTA-ENGIL AFRICA will be offered an exit arrangement by means of a self-tender, in which MOTA-ENGIL AFRICA will offer EUR 6.1235 (six euros and twelve point three five cents) per Share ("Offer"). Such price is based on the weighted average price of the Shares on Euronext Amsterdam over the six months period ending on 8 October 2015 (inclusive). The tender period will last for, at least, twenty trading days and the commencement date will be announced in due course.

The EGM will be held on or around 23 November 2015 in Amsterdam, The Netherlands. During this EGM, MOTA-ENGIL AFRICA'S shareholders will be informed in more detail on the delisting of their Shares from the regulated market managed by Euronext Amsterdam NV and will be able to vote on certain corporate matters relating to the self-tender bid.

MOTA-ENGIL AFRICA press release is available for consultation in MOTA-ENGIL AFRICA'S website at www.africa.motaengil.com. Please refer to www.africa.mota-engil.com for more information on this EGM and on the Offer

The Board of MOTA-ENGIL AFRICA also informed that it had received indication that (i) MOTA-ENGIL (owner of shares representing approximately 82% of the share capital of MOTA-ENGIL AFRICA) does not intend to sell Shares in the context of the Offer and that (ii) MOTA GESTÃO E PARTICIPAÇÕES, SGPS, S.A. (owner of shares representing approximately 13% of the share capital of MOTA-ENGIL AFRICA) has expressed its availability to sell the Shares at the price referred to above.

1. In addition, the board of directors of MOTA-ENGIL intends to promote an increase of the share capital of MOTA-ENGIL up to an amount which is the equivalent to the amount to be applied by MOTA-ENGIL AFRICA in the acquisition of the Shares. That operation, which will be submitted in due course to the approval of MOTA-ENGIL's shareholders, will involve the issue of new shares of MOTA-ENGIL with a subscription price not expected to be lower than €2.4814 (two euros and forty eight point one four cents) for each new share. Such price will be based in identical criteria to that established for the assessment of the price of the Offer referred to in point 1. above,

corresponding to the weighted average price of the shares of MOTA-ENGIL on Euronext Lisbon over the six months period ending on 8 October 2015 (inclusive).

MOTA GESTÃO E PARTICIPAÇÕES, SGPS, S.A. has already transmitted its commitment to subscribe a share capital increase of MOTA-ENGIL approved by a resolution in the conditions foreseen in the previous paragraph, intending to reinvest an amount equivalent to the income it receives from the sale of the Shares in MOTA-ENGIL AFRICA in the subscription of the increase of the share capital of MOTA-ENGIL.

Porto, October 11th, 2015 BOARD MEMBER & SECURITIES MARKETS REPRESENTATIVE LUÍS SILVA