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 Board of Directors, the Shareholders are hereby convened to attend the General Shareholders Meeting of Sociedade Comercial Orey Antunes, S.A. (the "Company") on

22 April 2021, at 15 hours, exclusively by telematic means, to resolve on the following:

AGENDA

ONE: Election of the members of the Board of Directors, Supervisory Board, Board of the General Shareholders' Meeting and Remuneration Committee for the mandate 2021 - 2024.

TWO: Election of the Statutory Auditor (revisor oficial de contas) and its deputy (suplente) for the mandate 2021 - 2024.

THREE: Resolve to entrust the Statutory Auditor (Revisor Oficial de Contas) elected on ITEM TWO above, to proceed with the statutory audit of 2019 and 2020 accounts. FOUR: Resolve on the granting of authorization to the Board of Directors for the acquisition and disposal of own bonds issued by the Company.

GENERAL MEETING HELD EXCLUSIVELY BY TELEMATIC MEANS AND ADDITIONAL REQUIREMENTS FOR PARTICIPATION IN THE GENERAL MEETING BY TELEMATIC MEANS

On January 30, 2020, the World Health Organization declared COVID-19 a Public Health Emergency of International Concern and, on March 11, 2020, considered COVID 19 a pandemic.

Since then, faced with this situation of public health emergency caused by the pandemic, a set of exceptional and temporary measures aimed at citizens, companies, and public and private entities, regarding the epidemiological infection by COVID 19 have been approved and published in the Official Gazette, determining particular duties to protect individual and collective health, requiring social distancing and adopting restrictive measures, including relating to the gathering and circulation of people, as well as safety and hygiene measures, aimed at avoiding sources of contagion, restricting contacts between people to the minimum necessary to prevent the contagion and spread of the disease.

Following successive renewals of the declaration of a state of emergency, the Presidential Decree no. 31-A/2021 of March 25 has now, based on the verification of a public calamity situation, renewed the declaration of a state of emergency for 15 days, starting at 00:00 on April 1, 2021, and ending at 23:59 on April 15, 2021, without prejudice to any further renewals.

In addition to the exceptional rules relating to the current public calamity situation, the current legal framework already allows for non-presential general meetings, providing that meetings may be held, unless otherwise provided in the articles of association, through telematic means.

The holding of general meetings through remote communication means is also the solution recommended by the Portuguese Securities Market Commission (in Recommendations on the holding of General Meetings, published on its website) as the solution which ensures greater compatibility of the interests involved.

The general duty to act in the best interests of the Company and of the shareholders, the members of the corporate bodies and employees of the Company and other intervening

parties in the general meeting requires considering the particular health protection duties that prevent the holding of a presential general meeting.

Since it is not anticipated that the normal functioning of organization's bodies can be safely resumed by the date on which the Company's General Meeting will be held, and since the Articles of Association do not prevent holding the General Meeting by telematic means, the Company's General Meeting will be held exclusively by telematic means, pursuant to the provisions of article 377(6)(b) of the Companies Code.

In order to comply with the general requirements of article 377, no. 5 and particular requirements of article 377, no. 6, paragraph b) of the Portuguese Companies Code, including relating to ensuring the authenticity of the shareholders' declarations and the security of communications, the holding of the General Meeting shall additionally comply with the following rules:

  1. Shareholders must include in the prior communication addressed to the Chairman of the General Meeting, where they declare their intention to participate in the meeting, information on their email address to be considered for the purpose of participating in the general meeting by videoconference, and which will be added to the electronic platform that will be used to hold the General Meeting;
  2. Likewise, Shareholders who are represented at the General Meeting by a representative shall also include in the prior communication addressed to the Chairman of the Shareholders' General Meeting, where the respective representative is indicated, information on the representative's email address to be considered for the purposes of participation in the General Meeting by videoconference, and which will be added to the electronic platform that will be used for holding the General Meeting;
  3. In both cases referred to above under A. and B., a certified copy of the identification document of the Shareholder and/or his representative at the meeting, as applicable, must also be enclosed;
  4. Subsequent to the above-mentioned communications, it will be sent to the Shareholder or Shareholder's representative (to the respective email addresses that have been indicated pursuant to paragraphs A. and B above) the link and the data to access the General Meeting, and the Shareholder or Shareholder's representative must access and register on the platform until the time scheduled for the meeting;
  1. Participation in the General Meeting will also be validated by the Chairman of General Meeting at the time of access to the platform on the date and time of the meeting;
  2. It will be the responsibility of those attending the General Meeting to ensure the individual conditions necessary to access the platform and participate in the General Meeting, including the access to internet and the installation of a video camera that allows the confirmation of the identity of those attending the General Meeting;
  3. Without prejudice to the exercise of the right to vote by correspondence, the vote will be expressed orally by each Shareholder or Shareholder's representative present at the General Meeting, and the vote will be confirmed by the Chairman of the General Meeting;
  4. Under the applicable legal terms, the Company will keep a record of the content of the communications and the respective speakers; for this purpose and in order to allow for the reliable drafting of the respective minutes, the General Meeting will be recorded.
  5. The attendance list will be sent by the Chairman of the General Meeting by email (to the email addresses that have been indicated in terms of paragraphs A. and B above) to each of the Shareholders or Shareholders' Representatives that are present at the Shareholders' Meeting, who will be required to subsequently sign it and send the signed original, as soon as possible, to Rua Doutor Gilberto Monteiro, n. º 19, 1495-691 Cruz Quebrada - Dafundo (as the Company's services are no longer operating at the head office premises), and to send a scanned copy to the Chairman of the General Meeting at the following email address presidentemesaag@orey.com.

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.

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., 15 April 2021 ("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 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., 14 April 2021. For this purpose, Shareholders may use the form that will be available at Rua Doutor Gilberto Monteiro, n.º 19, 1495-691 Cruz Quebrada

  • Dafundo (as the Company's services are no longer operating at the head office premises) and also on 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 presidentemesaag@orey.com.

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Sociedade Comercial Orey Antunes SA published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2021 23:17:07 UTC.