Sociedade de Investimento

Apr 14, 2023

04/06 04/14/2023 | 05:47pm EDT Message : 5 6 37 39 45 45 45 53 53 54 54 57 57 ANNEX II OF THE SECURITIES CODE A. CAPITAL STRUCTURE I. CAPITAL STRUCTURE 1. Capital structure (share capital, number of shares, distribution of capital between shareholders, etc. ), including indication of shares not admitted to trading, different classes of shares, the rights and obligations attaching to these and the percentage of share capital that they represent (Article 245-A.1.a1)). Semapa has a share capital of € 81,270,000, represented by a total of 81,270,000 shares without nominal value. All shares are ordinary, have the same rights and obligations attached to them and are admitted for trading. A breakdown of the capital structure, indicating shareholders with qualifying holdings, is provided in the table under item 7 below. 2. Any restrictions on the transfer of shares, such as clauses on consent for disposal, or limits on the ownership of shares (Article 245-A.1.b2)). Semapa has no restrictions of any kind on the transferability or ownership of its shares. 3. Number of own shares, corresponding percentage of share capital and percentage of voting rights which would correspond to own shares (Article 245-A.1.a3)). On 31 December 2022, Semapa held 1,400,627 own shares, corresponding to 1.723% of its share capital. If the voting rights were not suspended, the percentage of voting rights would be the same as the percentage of the total capital. 4. Significant agreements to which the company is party and which take effect, are amended or terminate in the event of a change in the control of the company as a result of a takeover bid, together with the respective effects, unless, due to its nature, disclosure of such agreements would be seriously detrimental to the company, except if the company is specifically required to disclose such information by other mandatory provision of law (Article 245-A.1.j4)). Semapa is not a party to any important loan agreement, debt instruments or other to which the company is a party and which take effect, alter or terminate upon a change of control of the company as a result of a takeover bid. Semapa has not adopted any mechanisms that imply payments or assumption of fees in the case of change of control or in the composition of the managing body, and which are likely to harm the free transferability of shares and shareholders' assessment of the performance of the members of the managing body. Corresponds to current Article 29-H.1. a) of the Securities Code. Corresponds to current Article 29-H.1. b) of the Securities Code. Corresponds to current Article 29-H.1. a) of the Securities Code. Corresponds to current Article 29-H.1. j) of the Securities Code. 4 Corporate Governance Report 2022 5. Rules applicable to the renewal or revocation of defensive measures, in particular those providing for limits on the number of votes which can be held or cast by a single shareholder individually or in a concerted manner with other shareholders. There are no defensive measures in place in the company, namely any limiting shareholder's exercisable voting rights. 6. Shareholders' Agreements known to the company or which might lead to restrictions on the transfer of securities or voting rights (Article 245-A.1.g5)). On 31 December 2022, there are no Shareholders' Agreements known to the company which could lead to restrictions on the transfer of securities or voting rights. II. HOLDINGS OF SHARES AND BONDS 7. Identification of persons and organizations who, directly or indirectly, own qualifying holdings (Article 245-A.1.c) and d)6 and Article 16), detailing the percentage of the share capital and votes imputable and the respective grounds. The owners of qualifying holdings in Semapa on 31 December 2022, as provided for in the legislation in force at the time, are identified in the following table: Entity