Articles of Association

Articles of Association of Estoril – Sol, SGPS, S.A. — 38 articles across 9 chapters.

Chapter I — Name, registered office, corporate purpose and duration

The company is named ESTORIL-SOL, SGPS, S.A., headquartered in Estoril, Cascais. Its exclusive corporate purpose is the management of equity holdings in other companies, as an indirect form of carrying out economic activities. The company's duration is indefinite.

Chapter II — Share capital and other sources of financing

Fully paid-up share capital of €59,968,420.00, represented by 11,993,684 registered shares with a nominal value of €5 each. The Board of Directors may increase capital up to a defined ceiling for subscription by directors, employees and relevant service providers. The company may issue debt securities, bonds and warrants, and may acquire treasury shares and bonds within legal limits.

Chapter III — Elections of corporate bodies and the General Meeting

Shareholders holding at least 100 shares (registered or deposited at least 5 days before a meeting) may attend the General Meeting; each 100 shares carries one vote, subject to legal limits. Postal voting is permitted under specified conditions. The Board of the General Meeting comprises a chairman, deputy chairman and secretary. Resolutions on statutory amendments, mergers, demergers, transformation or dissolution, election of the Remuneration Committee and the Advisory Board, and suppression of pre-emption rights require a majority of votes corresponding to the share capital.

Chapter IV — Board of Directors

The Board comprises three to eleven directors, in an odd number, elected by the General Meeting. A shareholder minority holding at least 10% of share capital that voted against the winning list has the right to appoint one director (per Article 392 of the Portuguese Companies Code). The Board may delegate day-to-day management to an Executive Committee. The Board holds full powers of management and representation, binding the company through the joint signature of at least two directors, or through delegated directors within the scope of their delegation.

Chapter V — Supervisory body

Supervision is entrusted to an Audit Board of three or five full members and one or two alternates, together with a statutory auditor or audit firm independent of that Board. The Audit Board meets at least quarterly.

Chapter VI — Advisory Board

An advisory body of a chairman, deputy chairman and two members, elected for four years, issuing opinions at the request of the Board of Directors or the supervisory body, without assuming the powers of the corporate bodies. The company also has a Company Secretary and Alternate Secretary appointed by the Board.

Chapter VII — Allocation of results and dissolution

After legal reserves, net results are allocated as resolved by the General Meeting by simple majority, including a possible dividend stabilisation reserve. A detailed mechanism governs a special reserve for incorporation into share capital, with an annual increase capped at 15% of paid-up capital. Upon dissolution, liquidation is carried out by a committee of three to five shareholders, including at least one Board member.

Chapter VIII — General provisions

Non-mandatory provisions of the Portuguese Companies Code may be waived by shareholder resolution. Remuneration of corporate body members is set by a three-member Remuneration Committee, potentially including profit-linked percentages capped at 11% for the Board of Directors and 2% for the supervisory body. The term of office for all corporate bodies is four years, renewable.

Chapter IX — Final and transitional provisions

Provisions on retired directors' rights, an arbitration clause for disputes arising from the Articles (under Portuguese voluntary arbitration law), and remuneration arrangements effective from 1 January 2000.