Sociedade Comercial Orey Antunes : Orey informa sobre Convocatória para Assembleia Geral Extraordinária de Acionistas a realizar dia 6 de julho de 2019 (Versão Inglesa)

EXTRAORDINARY GENERAL SHAREHOLDERS MEETING

CONVENING NOTICE

Sociedade Comercial Orey Antunes, S.A. (listed company)

Registered Office: Rua Maria Luísa Holstein, no. 20,

parish of Alcântara, municipality of Lisbon

Share Capital: 12,000,000.00 (twelve million euros)

Registered under the Commercial Registry Office of Lisbon under sole

identification and tax payer number 500 255 342

In accordance with the law and the Articles of Association, and following a request by the shareholder Orey Inversiones Financieras, S.L., the Shareholders are hereby convened to attend the General Shareholders Meeting of Sociedade Comercial Orey Antunes, S.A. (the "Company") on 6 July 2019, at 9:30 hours, at the registered office of the Company, to resolve on the following:

AGENDA

SOLE ITEM: Resolve on the election of the members of the Board of the General Meeting to complete the four-year period running from 2017 to 2020.

INFORMATION TO SHAREHOLDERS

REQUIREMENTS FOR PARTICIPATION IN THE GENERAL SHAREHOLDERS MEETING

According to numbers 1 and 6 of article 10 of the Articles of Association of the Company, only the Shareholders with voting right, the common representative of the bondholders and the common representative of the holders of preferred shares without voting rights may attend the General Shareholders Meeting, as well as the persons whose presence is authorized by the Chairman of the General Shareholders Meeting (or its legal substitute).

To each share corresponds one vote.

Shareholders may only participate and vote at the General Shareholders Meeting, in person or through a representative, if such Shareholders own, at least, shares corresponding to one vote as of 00:00 hours (GMT) of the fifth trading day prior to the date of General Shareholders Meeting, i.e., 1 July 2019 ("Record Date").

The exercise of participation and voting rights at the General Shareholders Meeting is not prejudiced by the transfer of shares after the Record Date, nor is dependent on their blockage between the Record Date and the date of the General Shareholders Meeting.

Shareholders that intend to participate in the General Shareholders Meeting must declare previously and in writing such intention, (i) to the Chairman of the General Shareholders Meeting (or its legal substitute) and (ii) to the financial intermediary to which the book- entry registry of the shares has been entrusted, at the latest, until 23:59 hours (GMT) of the trading day prior to the Record Date, i.e., 28 June 2019. For this purpose, Shareholders may use the form that will be available at the Company's registered office or at the Company's website at www.orey.com, as from the date of disclosure of this Notice to Convene.

The statement referred in the foregoing paragraph may be sent through e-mail to the Chairman of the General Shareholders Meeting at [e-mail].

Financial intermediaries who are informed of their clients' intention of participating in the General Shareholders Meeting must send the Chairman of the General Shareholders Meeting (or its legal substitute), until 23:59 hours (GMT) of the Record Date, i.e., 1 July 2019, information regarding the number of shares registered on behalf of each one of its clients with reference to 00:00 hours of the Record Date, and may, for that purpose, use the e-mail address [e-mail].

Shareholders who, by professional title, own shares on their own name, but on behalf of clients, may vote in a different way with their shares, as long as, in addition to the participation statement and the sending, by the respective financial intermediary, of the information above referred, they present to the Chairman of the General Shareholders Meeting (or its legal substitute), until 23:59 hours (GMT) of the day prior to the Record Date, i.e., 28 June 2019, sufficient and proportional evidence, of (i) identification of each client and number of shares to vote on its account and (ii) vote instructions specific for each item of the agenda given by each client.

Shareholders who have declared their intention to participate in the General Shareholders Meeting in the terms above referred and transfer their shares between the Record Date and the end of the General Shareholders Meeting must communicate it immediately to the Chairman of the General Shareholders Meeting (or its legal substitute) and to the Portuguese Securities Market Commission.

PROCEDURES FOR THE EXERCISE OF THE RIGHT TO INCLUDE ITEMS

IN THE AGENDA AND RIGHT TO PRESENT PROPOSALS FOR

RESOLUTIONS

1. Under article 23-A of the Portuguese Securities Code, Shareholder(s) that hold(s) shares corresponding to, at least, 2% of the share capital, may request to add certain items to the agenda. Such application must be presented in writing to the Chairman of the General Shareholders Meeting (or its legal substitute), within five days following the publication of this Notice to Convene and shall be accompanied by a resolution proposal for each item requested to be included in the agenda.

1. The amendment to the Notice to Convene the meeting and the resolution proposals referring to each additional item are disclosed to the Shareholders by the same means used to disclose this Notice to Convene, until the fifth trading day prior to the date of the General Shareholders Meeting, i.e., 1 July 2019.
2. In accordance with article 23-B of the Portuguese Securities Code, Shareholder(s) that hold(s) shares corresponding to, at least, 2% of the share capital, may request the inclusion of resolution proposals regarding matters referred to in the agenda or in amendments to the agenda, through the presentation of a written application addressed to the Chairman of the General Shareholders Meeting (or its legal substitute) within five days following the publication of this Notice to Convene or respective amendment, jointly with the information which shall be included in the resolution proposal. These resolution proposals, along with their accompanying information, are disclosed to the Shareholders as soon as possible, by the same means used to disclose this Notice to Convene, until ten days before the date of the General Shareholders Meeting.
3. If the requirements for the inclusion of items in the agenda, or of resolution proposals, are not satisfied, the interested parties may judicially require that a new General Shareholders Meeting is convened, to decide on those items or proposals.

VOTE BY CORRESPONDENCE

1. Under the terms of article 22 of the Securities Code and article 11-A of the Articles of Association, the Shareholders holding voting rights, under the terms set forth above, may exercise them by post or electronic communication.
2. Votes issued by post shall only be accepted if received at the Company's registered office (Rua Maria Luísa Holstein, 20, 1300 - 388 Lisbon, Portugal), at least, three days prior to the General Shareholders Meeting, i.e., until 2 July 2019, through a registered letter with acknowledgement receipt or by electronic communication, without prejudice of evidencing the capacity as shareholder. The Shareholders have at their disposal a communication form to exercise the voting right by

correspondence, available at the Company's internet site, www.orey.com, or via request at the Company's registered offices.

1. The voting statement sent by post must be signed by the legal owner of the shares or its legal representative, and include a certified copy of the identification document or have the signature duly recognized with mention to the capacity of the signatory and his powers, respectively, if the Shareholder is a natural person or a legal one.
2. Voting rights exercised through electronic communication must be sent with an electronically recognized signature, under applicable laws, provided that the authenticity and the identification of the Shareholder exercising its voting right is assured and delivered to the following [e-mail].
3. Only the voting statements including unequivocally and expressly the following information are considered valid: (i) identification of the items of the agenda to which they respect, (ii) the exact proposal with information of the proponent or proponents and (iii) the precise and unconditional identification of the vote for each proposal.
4. Without prejudice to the foregoing paragraph, the Shareholder that presents a voting statement in relation to a certain proposal may choose to vote against all the other proposals of the same item of the agenda without further specifications.
5. It shall be understood that the Shareholders that exercise their voting rights by correspondence shall abstain in the voting of proposals that are not contained in such postal voting.
6. The votes exercised by correspondence shall count as negative votes in relation to the proposals presented after the date in which such votes have been casted.
7. The Chairman of the General Shareholders Meeting or its substitute shall verify the regularity of the voting statements issued by correspondence. The voting statements which are not accepted shall be deemed as non-issued votes.
8. The Company is responsible for ensuring the confidentiality of the votes issued by correspondence until the moment the voting takes place.