Share Issue/Capital Change • Nov 26, 2025
Share Issue/Capital Change
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Share capital: 84,000,000 Euros Headquarters: Rua Calvet de Magalhães, nº 242, 2770-022 Paço de Arcos Registered at the Lisbon Commercial Registry Office Single registration and legal entity number: 502 437 464
Following the announcements of 27 September 2025, 28 September 2025 and 5 November 2025, IMPRESA – Sociedade Gestora de Participações Sociais, S.A. ("Impresa" or "Company") announces that it has concluded negotiations with MFE – MediaForEurope N.V. ("MFE") and that it has entered into today an investment agreement ("Investment Agreement") with MFE and Impreger – Sociedade Gestora de Participações Sociais, S.A. ("Impreger"), the majority shareholder of Impresa.
Under the terms of the Investment Agreement, MFE undertakes to subscribe new shares of Impresa to be issued in a capital increase (the "Capital Increase") in the amount of up to EUR 17,325,000 (seventeen million, three hundred and twenty-five thousand euros), with suppression of shareholders' pre-emptive rights, to be approved by the Company's Board of Directors, subject to authorisation by the Company's General Meeting for this purpose, at a price per share of EUR 0.21 (twenty-one cents), which corresponds to the volume-weighted average price for the six months prior to 15 October 2025 (inclusive). The Investment Agreement also provides for the execution of a shareholders' agreement between MFE and Impreger (the "Shareholders' Agreement"), regarding the future governance of Impresa and that attributes rights to MFE in line with its participation and provides for the continuity of control by Impreger.
The full production of effects of the Investment Agreement and, therefore, the subscription of the Capital Increase by MFE and the execution of the Shareholders' Agreement are subject to the verification of the following conditions precedent (the "Conditions Precedent"):
Once the Precedent Conditions have been verified (that should be verified up to 45 days, extendable to 60 days):
This partnership, if implemented, will position MFE as a significant shareholder and partner of Impresa, potentiating the Company's possibility to strengthen the Company's position in the media sector in Portugal and creating a solid foundation for accelerating the execution of its strategic plan, particularly with regard to its growth, digital expansion and the potential development of new business areas.
Impresa will continue its activity in the normal course of business, in line with its strategic plan and its obligations to disclose information to the market.
The Company will keep the market informed of any relevant subsequent developments, including the verification of the Conditions Precedent, the completion of the Capital Increase and the conclusion of the Investment Agreement, in strict compliance with its legal and regulatory obligations.
Paço de Arcos, 26th November 2025
Impresa – Sociedade Gestora de Participações Sociais, S.A.
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