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Cofina SGPS

M&A Activity Jul 28, 2023

9978_iss_2023-07-28_156bfb5e-3a40-45a5-97c5-348214170f2d.pdf

M&A Activity

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COFINA - SGPS, S.A. Company issuing shares admitted to trading on a regulated market Head Office: Rua Manuel Pinto de Azevedo, 818, 4100-320 Oporto Share Capital: Euro 25,641,459 Registered at the Commercial Registry Office of Oporto Sole registration and tax number 502 293 225

ANNOUNCEMENT

Cofina, SGPS, S.A. ("Cofina") hereby informs of the following:

  • As it is publicly known, Cofina received on 27 June 2023, a binding offer for the acquisition of all the shares representing the share capital of Cofina Media, S.A. ("Cofina Media"), which was reviewed on 28 June 2023, subscribed by (i) members of the management team of that subsidiary, (ii) members of its Board of Directors and (iii) a group of investors, namely: Luís Santana, Ana Dias, Octávio Ribeiro, Isabel Rodrigues, Carlos Rodrigues, Luís Ferreira, Carlos Cruz, Cristiano Ronaldo, Domingos Vieira de Matos, Paulo Fernandes and João Borges de Oliveira ("MBO Offer");
  • Considering that some of the investors are simultaneously members of Cofina's Board of Directors, the Company is ensuring strict compliance with all applicable legal provisions on conflict of interest and related party transactions;
  • Also as is publicly known, Cofina received, on the past 20 July 2023, a binding offer that also has as object the acquisition of all the shares representing the share capital of Cofina Media, S.A., subscribed by Grupo Media Capital, SGPS, S.A., under the exact terms of the announcement published by this company on the same date, through the CMVM Information Dissemination System ("Media Capital Offer").

Cofina clarifies that the offers - which were addressed to it at the sole initiative of the respective bidders are being analysed by the Board of Directors of the Company, and that the Board of Directors has not taken, to date, any initiative or decision to dispose of the shares representing the share capital of Cofina Media.

It further clarifies that the directors of Cofina who are, simultaneously, subscribers of the MBO Offer are, to the extent that they are in conflict of interests, prevented from having access to information and from participating or interfering in any deliberation not only in relation to the MBO Offer but also in relation to any offer that may be considered a competitor, as is the case of the Media Capital Offer.

Finally, Cofina clarifies that any resolution that the Board of Directors may take in relation to the offers will always be taken in defence of the interests of the company and its shareholders as a whole.

Oporto, July 28, 2023

The Board of Directors

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