Mota-Engil — Share Issue/Capital Change 2021

May 26, 2021

MOTA-ENGIL INFORMS ABOUT CONTINUING FULL EFFECTIVENESS OF THE RESOLUTION PASSED AT THE NOTEHOLDERS' MEETING – "MOTA-ENGIL 2018/2021" NOTES

MOTA-ENGIL, S.G.P.S., S.A. ("MOTA-ENGIL") hereby informs that:

• (a) the public subscription offer of its shares to which the prospectus dated 3 May refers has been effective on the terms of such prospectus; and
• (b) to MOTA GESTÃO E PARTICIPAÇÕES, SGPS, S.A. and FM SOCIEDADE DE CONTROLO, SGPS, S.A. together (or, in each case, any successor thereof), directly or indirectly in the terms provided for in article 20 of the Portuguese Securities Code, (i) are attributed more than 1/3 of the voting rights of the issued share capital of MOTA-ENGIL and (ii) is attributed a number of voting rights attached to the issued share capital of MOTA-ENGIL greater than that attributed to any other participant in the share capital of MOTA-ENGIL.

Accordingly, the resolution passed by the noteholders' meeting held on 23 March 2021 approving the amendment of paragraph 8.1.(i) (Change of control) of Condition 8 (Events of Default) of the Terms and Conditions of the Notes, which is fully effective since the exact starting moment of the offering period of the public subscription offer referred to above, will continue to be fully effective as amended pursuant to the resolution passed in such noteholders' meeting.

Porto, May 26, 2021

THE REPRESENTATIVE FOR THE MARKET RELATIONS LUÍS SILVA