Mota-Engil

AGM Information • Dec 1, 2015

MOTA-ENGIL, SGPS, S.A. INFORMS ABOUT RESOLUTIONS OF THE SHAREHOLDERS GENERAL MEETING

MOTA-ENGIL, SGPS, S.A. ("MOTA-ENGIL") informs that its Shareholders General Meeting was held yesterday, 30 November 2015, at Fundação Manuel António da Mota, located at Praça do Bom Sucesso, nº. 74 to 90, united parishes of Lordelo do Ouro and Massarelos, Porto, with 67.89% of the share capital and 68.41% of the voting rights represented. On that meeting, the following resolutions were approved:

Item One: Ratification, approving the appointment by the Board of Directors, of the appointment of an independent auditor in order to, under the terms provided in the Commercial Companies Code, verify and prepare a report regarding the credit which constitutes the contribution in kind to be made by Mota Gestão e Participações - Sociedade Gestora de Participações Sociais, S.A. in the context of the subscription of shares to be carried out through new contributions in kind, as mentioned in item three of the Agenda.

Item Two: Approval of the suppression of Mota Gestão e Participações - Sociedade Gestora de Participações Sociais, S.A.'s legal pre-emptive right within the tranche in cash intended for the subscription by the shareholders through the exercise of the respective pre-emptive rights in the context of the share capital increase described in item three of the Agenda.

Item Three: Approval of the share capital increase in 44,620,546 euros, from 204,635,695 euros to 249,256,241 euros (subject to reduction in the event of an incomplete subscription), and the subsequent by-laws modification (Article 6, paragraph 1, of the by-laws), through the issue of 44,620,546 new shares, with the nominal value of 1 euro each, with a premium of 1.4814 euros per new share, being the share capital increase comprised by two tranches organized as follows:

a) 22,738,306 new shares to be subscribed by new cash contributions, with shareholders' pre-emptive rights (except for the suppression of the pre-emptive right referred to in item two of the Agenda), subject to reduction in the event of an incomplete subscription ("Tranche A"); and

b) up to 31,103,942 new shares to be subscribed by the shareholder Mota Gestão e Participações – Sociedade Gestora de Participações Sociais, S.A., being the new contributions fulfilled as contributions in kind, which are constituted by credits of Mota Gestão e Participações – Sociedade Gestora de Participações Sociais, S.A. over the Company in the maximum amount of 77,181,322.69 euros. However, the number of shares allocated to this tranche shall not exceed the difference between the total amount subscribed and paid up in the context of Tranche A and the total amount of the share capital increase ("Tranche B").

Oporto, 1 December 2015

THE MARKET RELATIONS REPRESENTATIVE

LUÍS SILVA