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Impresa Share Issue/Capital Change 2026

Mar 10, 2026

1934_rns_2026-03-10_f6263fef-dbb3-4210-ba01-749b17fadd12.pdf

Share Issue/Capital Change

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IMPRESA

IMPRESA - Sociedade Gestora de Participações Sociais, S.A.
Registered office: Rua Calvet de Magalhães, nº 242, 2770-022 Paço de Arcos
Share Capital: 84,000,000.00 Euros
Registered with the Commercial Registry Office of Lisbon under the single registration and tax identification number 502 437 464

IMPRESA INFORMS ABOUT CAPITAL INCREASE

Further to the announcements of 26 November 2025, 29 December 2025, 31 December 2025, 9 January 2026, 24 February 2026 and 9 March 2026, Impresa - Sociedade Gestora de Participações Sociais, S.A. ("Impresa" or the "Company"), hereby provides the following information to the market:

The Extraordinary General Meeting which took place on the date hereof, has resolved, on a precautionary basis, including the reiteration and renewal with retroactive effects, of the resolutions adopted under the Extraordinary General Meeting of 29 December 2025, namely:

(i) The conversion of the Company's shares into shares with no nominal value;
(ii) To authorize the Board of Directors, pursuant to article 546(1) of the Portuguese Companies Code, to proceed, within a period of 1 (one) year from the approval thereof, with 1 (one) share capital increase of the Company's share capital in the amount of up to EUR 17,325,000 (seventeen million three hundred and twenty-five thousand euros), through cash contributions;
(iii) The suppression of the shareholders' pre-emptive rights in the referenced capital increase; and
(iv) The amendments to the Company's articles of association occurring from the resolutions referred to in (i) and (ii).

Following the fulfilment of all conditions precedent provided under the investment agreement entered into, on 26 November 2026, between the Company, Impreger - Sociedade Gestora de Participações Sociais, S.A. ("Impreger"), Impresa's majority shareholder, and MFE - MediaForEurope N.V ("MFE"), with subsequent amendments between its parties, ("Investment Agreement"), the Board of Directors has resolved, on the date hereof, the approval of a share capital increase of the Company's share capital in the amount of 17,325,000 (seventeen million three hundred and twenty five thousand euros), through the issuance of 82,500,000 (eighty-two million five hundred thousand) new shares, with an issuance price of EUR 0.21 (twenty-one cents) per share, to be fully subscribed by MFE, with the suppression of the shareholders' pre-emption rights (the "Capital Increase"), as provided under the Investment Agreement.


The Capital Increase has been, on the date hereof, fully subscribed and paid up by MFE, through cash contributions in the amount of EUR 17,325,000 (seventeen million three hundred and twenty five thousand euros)

As a result of the Capital Increase's execution, the Company's share capital shall be EUR 101,325,000 (one hundred and one million three-hundred and twenty-five thousand euros).

Following the Capital Increase, the Company's shareholder structure shall be the following:

Shareholder Number of shares % of capital and directly held voting rights
Impreger 84,514,588 33.738%
MFE 82,500,000 32.934%
Remaining shareholders 83,485,412 33.328%
Total 250,500,000 100%

On the date hereof, MFE and Impreger have further entered into the shareholder's agreement, under the provided terms in the Investment Agreement ("Shareholders' Agreement"). Under the shareholder's agreement, Impreger maintains control of the Company, ensured by the following mechanisms: (i) right of appoint the majority of the Board of Directors, including the Chairman of the Board of Directors and the Chief Executive Officer; (ii) MFE's obligation to vote favourably on proposals presented by Impreger to the Company's governing bodies, under the terms provided for under the shareholder's agreement; and (iii) MFE's obligation to, as a rule, exercise its voting rights in the manner determined by Impreger, except in certain reserved matters, namely amendments to the Company's articles of association, capital increases and reductions, mergers, demergers, dissolution and transformation of the Company.

The new shares issued under the Capital Increase shall be registered on the Central Securities Depository, managed by Interbolsa, and admitted to trading on a regulated market on Euronext Lisbon, on the same terms as the remaining shares representing the Company's share capital, within a period of 30 (thirty) days, in conformity with the applicable legislation.

PagodeArcos,10March2026

IMPRESA - Sociedade Gestora de Participações Sociais, S.A.