IBERSOL, S.G.P.S. S.A.

IBERSOL, SGPS S.A.

Headquarters: Praça do Bom Sucesso, 105/159, 9º, Porto

Share capital: €42,359,577.00

Registered at the Porto Commercial Registry Office

Unique registration and tax identification number 501669477

ANNUAL GENERAL MEETING

NOTICE OF MEETING

In accordance with the Law and the Articles of Association, the Shareholders of IBERSOL, SGPS SA are called to meet at the Annual General Meeting, at the Company's headquarters located in Edifício Península, Praça do Bom Sucesso, 105/159, 9th floor, Porto, to be held

on the 29th of May 2024, at 3:00 pm, with the following Agenda:

  1. Deliberate on the financial statements for the 2023 financial year, including the management report and individual and consolidated accounts, the corporate governance report and other documentation of corporate information and supervisory and auditing, relating to the same financial year;
  2. Deliberate on the proposal of application of results of 2023 financial year;
  3. Deliberate on the general appraisal of the Company's management and supervision;
  4. Decide on the granting of authorization for the acquisition and sale of own shares by the Company and dependent companies;
  5. Appreciate the remunerations policy for the year 2023, respectively, of the management and supervisory bodies and other directors, as described in the Declaration of the Remuneration Committee and the Board of Directors' Statement.

IBERSOL, S.G.P.S. S.A.

SEDE SOCIAL

Ed. Península, Praça do Bom Sucesso, nº 105/159 9º 4150 - 146 PORTOTlf: 351-22-608 9 700 Fax: 351-22-608 97 57 Capital Social 42.359.577,00 Euro C.R.C. Porto (Matricula No. 501 669 477) Pessoa Coletiva no. 501 669 477

IBERSOL, S.G.P.S. S.A.

Pursuant to the provisions of article twenty-third of the Company's Articles of Association, the General Meeting may be held as a first meeting provided that Shareholders holding more than fifty percent of the share capital are present or represented.

If the Assembly cannot meet on the scheduled date, June 14, 2024, at the same time and in the same place, is now set for the General Shareholders' Meeting, and the Assembly can then meet and deliberate, regardless of the number of Shareholders present or represented and the percentage of capital represented by them.

They are available to Shareholders, from the date of publication of this Notice, for consultation at the registered office, during business hours, and on the company's website www.ibersol.pt, as well as on the Information Disclosure System (SDI) of the CMVM (www.cmvm.pt), the proposals available to be submitted to the General Meeting, the reports that must legally accompany them and other elements of preparatory information imposed by law.

Shareholders' attention is drawn to the provisions of articles 20, 21, 22 of the Articles of Association, as well as article 23-C of the Securities Code, with regard to participation and exercise the right to vote at the General Meeting, namely for the following:

I - Participation in the General Meeting and Exercise of the Right to Vote

  1. The General Meeting is constituted only by Shareholders:

i. that, on the Registration Date corresponding to 00:00 hours (GMT) on May 22, 2024 - the 5th trading day prior to the day of the General Meeting of May 29, 2024 - hold shares that

grant them, according to the Law and the Articles of Association, at least one vote, with each

share corresponding to one vote;

IBERSOL, S.G.P.S. S.A.

SEDE SOCIAL

Ed. Península, Praça do Bom Sucesso, nº 105/159 9º 4150 - 146 PORTOTlf: 351-22-608 9 700 Fax: 351-22-608 97 57

Capital Social 42.359.577,00 Euro C.R.C. Porto (Matricula No. 501 669 477) Pessoa Coletiva no. 501 669 477

IBERSOL, S.G.P.S. S.A.

  1. that have declared until the end of the day prior to the registration date, that is, until 00:00 hours (GMT) on May 22, 2024, in writing, to the financial intermediary where the individual registration account is open, their intention to participate in the meeting, being able to use email and the forms available at the registered office and at www.ibersol.pt, from this date onwards.
  2. whose respective financial intermediaries, informed, in accordance with point ii. above of the Shareholder's intention to participate in the General Meeting, have sent to the Chairman of the Board of the General Meeting, with receipt by the end of the day of the registration date, that is, until 00:00 hours (GMT) on the 23rd of May 2024, information on the intention to participate communicated and on the number of shares registered in the name of the Shareholder, its client, with reference to the Registration Date, and for this purpose, this may be sent by post to the Company's headquarters or to the email address ag2024@ibersol.com
  1. - The Company will continue to grant, as in previous years, the possibility for Shareholders to exercise their right to vote by electronic correspondence (via email), in accordance with article 22 of the Securities Code, using a form to be made available by the Company under the terms described in Point IV below of this Notice.
    Shareholders who wish to vote by electronic mail must send a written statement addressed to the Chairman of the Board of the General Meeting to the email address ag2024@ibersol.cominforming him of their intention until 00:00 hours (GMT) on May 23 2024, and the form available on the Company's website www.ibersol.pt can be used for this purpose. In this declaration, the Shareholder must indicate an electronic address to which the Company will send a secret code for exercising the right to vote by electronic mail under the terms described in Point IV below of this Notice. The aforementioned secret code for exercising this right to vote by electronic correspondence must be indicated, by the Shareholder, in the respective field of the electronic correspondence voting form.

IBERSOL, S.G.P.S. S.A.

SEDE SOCIAL

Ed. Península, Praça do Bom Sucesso, nº 105/159 9º 4150 - 146 PORTOTlf: 351-22-608 9 700 Fax: 351-22-608 97 57

Capital Social 42.359.577,00 Euro C.R.C. Porto (Matricula No. 501 669 477) Pessoa Coletiva no. 501 669 477

IBERSOL, S.G.P.S. S.A.

The exercise of the voting right will not be prejudiced by the transfer of shares after the Registration Date, nor does it depend on their blocking between that date and the General Meeting. However, the Shareholder(s) who have declared their intention to participate in the General Meeting and transfer ownership of shares between the Registration Date referred to in point i. above and the end of the General Meeting, must immediately communicate it to the Chairman of the Board of the General Meeting and the CMVM, and for this purpose they can use the email address ag2024@ibersol.com, without prejudice to the exercise of their right to participate and vote at the general meeting.

  1. Professional Shareholders who, in this capacity, hold shares in their own name, but on behalf of clients, may vote in a different way with their shares, provided that, in addition to the elements in points ii. and iii. of paragraph a) above, present to the Chairman of the Board of the General Meeting, until 00:00 hours (GMT) on May 23, 2024, and using sufficient and proportional evidence, the following elements:
    1. the identification of each client and the number of shares on whose behalf they will vote, and also,
    2. voting instructions, specific to each item on the agenda, given by each client.

Professional Shareholders are recommended to obtain from their respective clients the necessary powers of representation for the purpose of voting by electronic mail in accordance with the terms described in Point IV. 4) below (vote by electronic correspondence), powers to be set out in the competent instrument of representation.

  1. - Rights to include items on the agenda, present proposals and provide information at the General Meeting
  1. Pursuant to articles 23.º-A and 23.º-B of the Securities Code, only Shareholder(s) who hold shares corresponding to at least 2% of the Company's share capital, may :

IBERSOL, S.G.P.S. S.A.

SEDE SOCIAL

Ed. Península, Praça do Bom Sucesso, nº 105/159 9º 4150 - 146 PORTOTlf: 351-22-608 9 700 Fax: 351-22-608 97 57

Capital Social 42.359.577,00 Euro C.R.C. Porto (Matricula No. 501 669 477) Pessoa Coletiva no. 501 669 477

IBERSOL, S.G.P.S. S.A.

i. Request the inclusion of new items on the agenda, in accordance with article 378 of the Commercial Companies Code, provided that the request for inclusion of items on the agenda is accompanied by a proposal for a resolution for each items whose inclusion is requested; ii. Present proposals for deliberations relating to items referred to in the notice or added to it.

The requirements referred to in point i. must be addressed, in writing, to the Chairman of the Board of the General Meeting within 5 days following the publication of this Notice, using the email address ag2024@ibersol.comfor this purpose.

The requests referred to in point ii. must be addressed in writing to the Chairman of the Board within 5 days following the publication of the notice or amendment thereto, together with the information that must accompany the proposed resolution, and for this purpose the email address ag2024@ibersol.commay be used.

  1. Any Shareholder has the right to information at the General Meeting, and may request that truthful, complete and explanatory information be provided to enable them to form a well- founded opinion on the matters subject to deliberation. The duty of information covers relations between the Company and other companies associated with it. The information in question must be provided by the company body that is qualified to do so and can only be refused if its provision could cause serious harm to the Company or another company associated with it, or breach of secrecy imposed by law.
  1. - Representation in the General Assembly
    1. In accordance with the provisions of article 23 of the Securities Code and article 380 of the Commercial Companies Code, Shareholders may be represented at General Meeting by means of a letter addressed to the Chairman of the Board of the General Assembly, in which is indicate the name and address of the respective representative and the date of the general meeting, and for this purpose it can be used the form for

IBERSOL, S.G.P.S. S.A.

SEDE SOCIAL

Ed. Península, Praça do Bom Sucesso, nº 105/159 9º 4150 - 146 PORTOTlf: 351-22-608 9 700 Fax: 351-22-608 97 57 Capital Social 42.359.577,00 Euro C.R.C. Porto (Matricula No. 501 669 477) Pessoa Coletiva no. 501 669 477

IBERSOL, S.G.P.S. S.A.

voluntary representation at the General Meeting, available on the Company's website www.ibersol.pt. and the email address ag2024@ibersol.com.

  1. A Shareholder may appoint different representatives in relation to shares held in different securities accounts, without prejudice to the principle of voting unity, in accordance with article 385 of the Commercial Companies Code.

IV - Vote by Correspondence

1. Vote by Electronic Correspondence (email)

1) Each share corresponds to one vote;

  1. Shareholders may vote by electronic correspondence (email) and may use the Voting Declaration Form available on the Company's website www.ibersol.pt for this purpose;
  2. In compliance with the provisions of article 384, no. 8, of the Commercial Companies Code, the form of voting can be determined by decision of the Chairman of the Board of the General Meeting, meaning that Shareholders may exercise their vote by electronic correspondence (email), under the following conditions:
    1. Shareholders who wish to vote by electronic correspondence (email), as referred to above in Point I, paragraph a), paragraph iv, must send a written declaration addressed to the Chairman of the Board of the General Meeting to the email address ag2024@ibersol.cominforming him of their intention until 00:00 hours on May 23, 2024, may using the form available on the Company's website www.ibersol.pt for this purpose. In this declaration, the Shareholder must indicate an email address to which the Company will send an email message confirming receipt of the intention to exercise the vote by electronic correspondence (email), also containing a secret code for exercising the right to vote by

IBERSOL, S.G.P.S. S.A.

SEDE SOCIAL

Ed. Península, Praça do Bom Sucesso, nº 105/159 9º 4150 - 146 PORTOTlf: 351-22-608 9 700 Fax: 351-22-608 97 57 Capital Social 42.359.577,00 Euro C.R.C. Porto (Matricula No. 501 669 477) Pessoa Coletiva no. 501 669 477

IBERSOL, S.G.P.S. S.A.

electronic correspondence (email) and the respective ballot paper (available on the Company's website at www.ibersol.com).

The aforementioned secret code for exercising this right to vote by electronic correspondence must be indicated, by the Shareholder, in the respective field of the electronic correspondence voting form.

  1. For Professional Shareholders, the voting form for voting by electronic correspondence (available on the Company's website atwww.ibersol.com) will specifically contain a table to fill in information on the votes to be exercised on behalf of their clients, namely the identification of each client, the number of shares to vote on behalf of the client and specific voting instructions for each item on the agenda given by each client;
  2. The voting form must be signed by the Shareholder, with a signature identical to that of the respective identification document, and sent by electronic correspondence (via email), in order to be received until 00:00 hours (GMT) on the 26th of May 2024, to the email address voto.eletronico@ibersol.commentioning in the respective "subject" the secret

code for exercising the right to vote by electronic correspondence.

When the Shareholder is a natural person, the voting form must be accompanied by a legible copy of the respective identification document.

In the case of Shareholders who are legal person, the voting form must be signed by whoever legally represents them, accompanied by a legible copy of the legal representative's identification document and the document proving the legitimacy of the representation (in the case of legal person based in Portugal, it will be enough to indicate the access code to the permanent certificate of the Commercial Register of the represented entity).

  1. As an alternativeto sending a copy of the identification document, under the terms and for the purposes of article 5, no. 2, of Law no. 7/2007, of February 5, to confirm the authenticity of the vote and the respective identity of the Shareholder natural person or of the legal representative of the Shareholder legal person, the voting form must contain a signature

IBERSOL, S.G.P.S. S.A.

SEDE SOCIAL

Ed. Península, Praça do Bom Sucesso, nº 105/159 9º 4150 - 146 PORTOTlf: 351-22-608 9 700 Fax: 351-22-608 97 57

Capital Social 42.359.577,00 Euro C.R.C. Porto (Matricula No. 501 669 477) Pessoa Coletiva no. 501 669 477

IBERSOL, S.G.P.S. S.A.

recognized in the applicable legal terms, in compliance with the provisions of article 22, no. 4 of the Securities Code and of article 22, no. 5, of the Articles of Associations.

  1. will only be considered as valid the vote declarations by correspondence which expressly and unequivocally state:
    a) the indication of the item or items on the agenda to which it relates;
    b) the specific proposal for which it is intended, indicating the proponent(s);
    c) the precise and unconditional indication of the voting direction for each proposal.
  2. Notwithstanding the provisions of the previous paragraph b), a shareholder who sends a declaration of vote in relation to a certain proposal is permitted to declare that he or she votes against all other proposals on the same item on the agenda, without other specifications;
  3. It will be understood that Shareholders who send voting declarations by correspondence abstain from voting on proposals that are not the subject of these declarations;
  4. Votes cast by correspondence count as negative votes in relation to deliberation proposals presented subsequent to their issuance;
  5. It is the responsibility of the President of the Board of the General Meeting, or his substitute, to verify the conformity of voting declarations by electronic correspondence. Votes corresponding to declarations not accepted will be considered as not accepted;
  6. The Company is responsible for ensuring the confidentiality of votes cast by correspondence until the moment of voting.

2. Voting by postal correspondence

Postal votes will be considered if as follows:

IBERSOL, S.G.P.S. S.A.

SEDE SOCIAL

Ed. Península, Praça do Bom Sucesso, nº 105/159 9º 4150 - 146 PORTOTlf: 351-22-608 9 700 Fax: 351-22-608 97 57

Capital Social 42.359.577,00 Euro C.R.C. Porto (Matricula No. 501 669 477) Pessoa Coletiva no. 501 669 477

IBERSOL, S.G.P.S. S.A.

  1. received at the Company's headquarters, by registered letter with acknowledgment of receipt, addressed to the Chairman of the Board of the General Meeting, at least three days in advance of the date of the General Meeting of May 29, 2024, i.e., until 6:00 pm (GMT) on
    May 24, 2024 (considering the Company's business hours: working days from 9:00 am to 6:00 pm), without prejudice to the obligation to prove their capacity as Shareholder with reference to the Registration Date, under the terms and deadline set out in paragraph. a) of

Point I above under the heading: "I - Participation in the General Meeting and Exercise of the Right to Vote".

  1. The declaration of vote by postal corresponde must be signed by the holder of the shares or their legal representative, and the Shareholder, if a natural person, must accompany the declaration with a certified copy of their identification document, or, under the terms of article 5. º, no. 2, of Law 7/2007 of 5 February, alternatively, the same declaration must contain the signature recognized in the applicable legal terms. If the Shareholder is a legal person, the signature must be recognized, in accordance with the applicable legal terms, with mention of the capacity and with powers to carry out the act.

Protection of Personal Data

The personal data that shareholders, custodian financial entities and their representatives provide to the Company when exercising their rights of participation, representation and exercise of voting rights at the general meeting, addressed directly or through authorised intermediaries or custodians, will be processed by the Company for the purpose of managing its relationship with shareholders in the context of this general meeting and for the fulfilment of its legal obligations, and will be kept for the periods legally established in the Commercial Companies Code and the Securities Code or for the duration of any dispute relating to the proceedings of the General Meeting, including the respective process and deliberative outcome. Shareholders are further informed that, under the applicable legal terms, they may exercise their right to request access to personal data concerning them, as well as rectification, restriction of processing or the right to object to processing, via the email address privacidade@ibersol.com or by letter sent to the address below, and may also lodge complaints with the competent authority, the Comissão Nacional de Proteção de Dados. Your data will be kept private and will not be shared with other organisations. The data controller is IBERSOL, SGPS SA, with its head office at Edifício Península, Praça do Bom Sucesso, n.ºs 105 a 159, 9.ºandar, 4150-146 Porto.

IBERSOL, S.G.P.S. S.A.

SEDE SOCIAL

Ed. Península, Praça do Bom Sucesso, nº 105/159 9º 4150 - 146 PORTOTlf: 351-22-608 9 700 Fax: 351-22-608 97 57

Capital Social 42.359.577,00 Euro C.R.C. Porto (Matricula No. 501 669 477) Pessoa Coletiva no. 501 669 477

IBERSOL, S.G.P.S. S.A.

Porto, May 7, 2024

The Chairman of the Board of the General Meeting,

Professor Dr. José Rodrigues de Jesus

IBERSOL, S.G.P.S. S.A.

SEDE SOCIAL

Ed. Península, Praça do Bom Sucesso, nº 105/159 9º 4150 - 146 PORTOTlf: 351-22-608 9 700 Fax: 351-22-608 97 57 Capital Social 42.359.577,00 Euro C.R.C. Porto (Matricula No. 501 669 477) Pessoa Coletiva no. 501 669 477

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Ibersol SGPS SA published this content on 07 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 May 2024 18:41:02 UTC.