Mota Engil SGPS S A : informs on 2022 Corporate Governance Report

Report on

Corporate Governance

2022

Actions for a sustainable future.

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Report on Corporate Governance 2022

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Table of Contents

PART I − INFORMATION ON SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

1. SHARE CAPITAL STRUCTURE

1. Capital structure

1. Holdings and securities held

B. GOVERNING BODIES AND COMMITTEES

1. General Meeting

1. Management and Supervision

1. Supervision

IV.	Statutory auditor

1. External Auditor

C. INTERNAL ORGANISATION

1. Articles of association

1. Reporting of irregularities

1. Internal control and risk management

IV.	Investor support

1. Website

D. REMUNERATION

1. Competence to determine

1. Remuneration Committee

1. Remuneration structure

IV.	Disclosure of remuneration

1. Agreements with remunerative implications

VI.	Plans for the awarding of shares or stock options

1. TRANSACTIONS WITH RELATED PARTIES

1. Mechanisms and control procedures

1. Elements relating to the business

PART II − ASSESSMENT OF CORPORATE GOVERNANCE

1. Identification of the corporate governance code adopted
2. Analysis of compliance with the corporate governance code adopted
3. Other information

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PART I − INFORMATION ON SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

Introduction

References throughout this document to the Securities Code ("CVM") refer to the version in effect on 31 December 2022.

A. SHARE CAPITAL STRUCTURE

1. Capital structure

1. Capital structure (share capital, number of shares, distribution of capital to shareholders, etc.) including listing of shares not admitted for trading, different categories of shares, rights and duties inherent to them and the percentage of capital that each category represents (article 29-H, paragraph 1, subparagraph a)).

The share capital of MOTA-ENGIL, SGPS, S.A. ("MOTA-ENGIL" or "Company") amounts to 306,775,950 Euros and is represented by 306,775,950 ordinary and registered shares with a nominal value of one euro per share. All shares are listed in Euronext Lisbon.

Distribution of share capital among shareholders as at 31 December 2022:

	Shareholders		No. of shares		% of capital		% of voting
			held		rights
	Own shares:	6,091,581	1.99%	-
	Qualified holdings:
	FM - Sociedade de Controlo, SGPS, S.A.	122,950,167	40.08%	40.89%
	China Communications Construction Group	99,426,974	32.41%	33.07%
	Other shareholders	78,307,228	25.53%	26.04%
		306,775,950	100.00%	100.00%

2. Restrictions to the transferability of shares, such as consent for alienation clauses, or limitations to share ownership (article 29-H, paragraph 1, subparagraph b)).

There are no restrictions on the transfer of shares nor limitations on ownership.

3. Number of own shares, corresponding percentage of share capital and percentage of voting rights that would correspond to the own shares (article 29-H, paragraph 1, subparagraph a)).

As at 31 December 2022, MOTA-ENGIL held 6,091,581 own shares corresponding to 1.99% of its share capital, which granted no voting rights.

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4. Significant agreements in which the Company is a party and that shall come into force, be modified or terminated upon a change in the Company's control, as a result of a public offer of acquisition, as well as their effects, unless if, due to its nature, their disclosure is prejudicial to the Company, except if the Company is obliged to disclose such information under other legal imperatives (article 29-H, paragraph 1, subparagraph j)).

There are no significant agreements in which the Company is a party or that shall come into force, be modified or terminated in case of change in the Company's control, nor were adopted measures requiring payment or assumption of costs by the Company, in the event of change of control or change in the composition of the Board.

5. System of renewal or revoking of defensive measures, especially those that stipulate the limitations of the number of votes susceptible of being held, or exercised, by a single shareholder individually or in coordination with other shareholders.

No defensive measures were adopted and there are no statutory limitations on the number of votes that may be exercised by a single shareholder.

6. Shareholder agreements that may be known to the company and lead to restrictions in the transmission of securities or voting rights (article 29-H, paragraph 1, subparagraph g)).

The Company has no knowledge of any shareholder agreements that may result in restrictions in the transmission of securities or voting rights.

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II. Holdings and securities held

7. Identification of individuals or legal persons which, directly or indirectly, hold qualified holdings (article 29-H, paragraph 1, subparagraph c), with detailed indication of the percentage of capital and of attributable votes, source and causes of attribution.

As at 31 December 2022, and according to the notices received by the Company, the shareholders who, under article 20 of the Portuguese Securities Code, hold a qualified holding representing at least 5% of the share capital of MOTA-ENGIL, are as follows:

	Shareholders		No. of shares		% of shares		% of voting
			held		rights
	Mota Gestão e Participações, SGPS, S.A. (*)	117,827,648	38.41%	39.19%
	António Manuel Queirós Vasconcelos da Mota (**) / (***) (a)	1,650,000	0.54%	0.55%
	Maria Paula Queirós Vasconcelos Mota de Meireles (**) / (***) (a)	1,444,490	0.47%	0.48%
	Maria Teresa Queirós Vasconcelos Mota Neves da Costa (***) (a)	856,300	0.28%	0.28%
	Maria Manuela Queirós Vasconcelos Mota dos Santos (***) (a)	829,530	0.27%	0.28%
	Maria Sílvia Fonseca Vasconcelos Mota (***)	187,061	0.06%	0.06%
	Carlos António Vasconcelos Mota dos Santos (**) / (***)	100,000	0.03%	0.03%
	José Manuel Mota Neves da Costa (***)	35,000	0.01%	0.01%
	José Pedro Matos Marques Sampaio de Freitas (***)	20,138	0.01%	0.01%
	Attributable to FM - Sociedade de Controlo, SGPS, S.A.	122,950,167	40.08%	40.89%
	Epoch Capital Investments BV (*)	99,426,974	32.41%	33.07%
	Attributable to China Communications Construction Group	99,426,974	32.41%	33.07%
	Sub-total I	222,377,141	72.49%	73.96%
	Own shares	6,091,581	1.99%	0.00%
	Other shareholders	78,307,228	25.53%	26.04%
	Sub-total II	84,398,809	27.51%	26.04%
	TOTAL	306,0775,950	100.00%	100.00%

(*) Direct shareholder of the Company

(**) Member of the Board of Directors of the Company

(***) Member of the Board of Directors of Mota Gestão e Participações, SGPS, S.A.

As at 31 December 2022, Mota Gestão e Participações, SGPS, S.A ("MGP") was 100% held by FM - Sociedade de Controlo, SGPS, S.A. ("FM"), which, in turn, was 100% held by the Directors above identified with (a). The percentage of capital held by each of those individuals in FM can be found in paragraph 3 of chapter 5 - Annexes.

As at the date of this report, 122,950,167 shares corresponding to 40,08% of the share capital of MOTA-ENGIL, granting 40,89% of voting rights, were attributable to FM.

There are no shareholders, or categories of shareholders, holding special rights.

8. Indication of the number of shares and bonds held by management members and supervisory bodies. [NOTE: the information shall be provided in compliance with article 447, paragraph 5 of the Portuguese Commercial Companies Code]

Shares and bonds held by management members and supervisory bodies of the Company are disclosed and attached to the annual management report under the terms of article 447 of the Portuguese Commercial Companies Code (see paragraph 3 of chapter 5 - Annexes).