
IMPRESA – Sociedade Gestora de Participações Sociais, S.A.
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
IMPRESA ANNOUNCES INVESTMENT AGREEMENT AND STRATEGIC PARTNERSHIP
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"):
- (i) Confirmation by the Portuguese Securities and Exchange Commission ("CMVM") that the Investment Agreement and the acts provided for therein do not impose on MFE the obligation to launch a public tender offer for all shares and other securities issued by Impresa that confer the right to subscribe or acquire them;
- (ii) Confirmation by the respective credit institutions that the conclusion of the Investment Agreement and the execution of the acts provided for therein do not trigger termination or early maturity clauses in financing agreements entered into by Impresa and/or its subsidiaries; and
- (iii) Approval by the Company's General Meeting (to be summoned up to 5 business days) of the authorisation for the Company's Board of Directors to deliberate and carry out the Capital Increase.
Once the Precedent Conditions have been verified (that should be verified up to 45 days, extendable to 60 days):
- MFE will subscribe to the Capital Increase, acquiring a 32,934% stake in the Company's share capital;
- Impreger will hold 33,738% of the Company's share capital; and
- The Shareholders' Agreement will be executed (and communicated to the CMVM, in the terms provided for in the Portuguese Securities Code) and will come into force.
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.