Samba Digital SGPS S.A — M&A Activity 2017

Nov 17, 2017

Lugar do Espido, Via Norte Apartado 3053 4471-907 Maia Portugal

T (+351) 22 010 79 03

SONAE CAPITAL, SGPS, SA Publicly Traded Company Registered Office: Lugar do Espido, Via Norte, Maia Share Capital: € 250.000.000,00 Registered at the Commercial Registry of Maia Registration and Tax Nº 508 276 756

(Translation from the Portuguese original)

Sonae Capital, SGPS, SA (Sonae Capital) hereby announces that it has, through one of its wholly owned subsidiaries, entered into a sale and purchase agreement for the acquisition of 100% of the share capital and voting rights of the company ABOUT, SGPS, SA, which operates, through its subsidiaries, eight Fitness Clubs under the Pump brand, seven of which are located in the Greater Lisbon area and one in Faro.

The above-mentioned operation is subject to prior notification to the Portuguese Competition Authority (AdC) and, as foreseen in the above-mentioned agreement, the fulfillment of certain conditions precedent. Thus, the transaction will only become effective following a non-opposition decision from AdC and once all conditions precedent are fulfilled.

The transaction price (share capital price) comprises a fixed amount of 8.6 million Euro (subject to review taking into account the value of the external debt at the date of the transaction) and a variable and a deferred earn-out, within a one year period, relating to the implementation of the Fitness Clubs network´s expansion plan.

Maia, 17th November 2017

The Representative for Capital Market Relations,