Teixeira Duarte S A : Summons of the General Meeting of 8th of OCtober 2021 | DOWNLOAD PDF

TEIXEIRA DUARTE, S.A.

PUBLICLY TRADED COMPANY

Registered Office: Edifício 2 - Lagoas Park - Porto Salvo - Oeiras

Share Capital: € 210,000,000.00

Legal Entity no. 509,234,526

Registered under the same number at the Commercial Registry Office of Cascais

EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING

CONVENING NOTICE

In accordance to the applicable legal and statutory provisions, the Shareholders of the publicly traded company "TEIXEIRA DUARTE, S.A." are hereby convened to attend an Extraordinary General Meeting on October 8, 2021, at 6:00 PM.

Whereas the Company's registered office facilities do not have the necessary characteristics to adequately host the General Meeting, and in order to provide the best possible conditions to the Shareholders, the meeting will be held at the "Lagoas Park" Convention Centre, located at Rua Encosta das Lagoas, in Porto Salvo, Oeiras, near the Company's registered office.

1. The General Meeting has the following Agenda:

1st To resolve on the rearrangement of the Board of Directors, following the resignation presented by its Chairman, by carrying out elections of two additional members to perform their roles with the remaining directors for the duration of the current term (20019/2022) and appointing one of the members of the Board of Directors as its Chairman for the remainder of the term;

2nd To resolve, following the resignation presented by one of the members of the Remunerations Committee, on the election of an additional member of this Committee, to perform their duties with the remaining members for the duration of the 2019/2022 term.

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Teixeira Duarte, S.A.

Lagoas Park, Edifício 2

2740-265 Porto Salvo - Portugal

[phone] [e-mail] www.teixeiraduarte.com

Sole Corporate Tax ID. Nr. and Registration Nr. from the Commercial Registry Office of Cascais: 509 234 526 Public Company - Capital Stock: € 210.000.000

1. 1. Prior information:
2. • Manner of execution of the General Meeting

The Board of the General Meeting and the Board of Directors coordinated on the best way to conduct the General Meeting considering:

• The goal of ensuring the efficient execution of the Shareholders rights at the General Meeting;
• The current public health emergency generated by the COVID-19 disease, and the compliance with the recommendations issued by the health authorities on the subject;

In this context, it was decided to hold the General Meeting on site, even though some exceptional had to be taken, specifically concerning:

• Providing a venue that ensures the convenient social distancing and where protection and sanitization equipment is supplied;
• Postal voting;
• Providing an online audio-visual access link to watch the General Meeting remotely.

• Access to preparatory information items

Pursuant to article 21-C, paragraph 2 of the Securities Code, the preparatory information items set out in article 289 of the Companies Code and article 21-C, paragraph 1 of the Securities Code, including the presently known documents and proposals to be brought forth to the General Meeting, in full, will be made available for the Shareholders' examination on the website (www.teixeiraduarte.com) and at the Company's registered office, during business hours, as from the date of publication of this convening notice.

Considering the previously mentioned situation, the Shareholders are kindly requested to contact the Company preferably through electronic mail - addressed to [e-mail]- and, if necessary, by phone - at [phone] - for the information and clarification requests regarding the General Meeting.

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III. Information provided at the General Shareholders' Meeting:

During the General Meeting, the Shareholders may request truthful, complete and clarifying information that enables them to form a founded opinion on the matters subject to deliberation. The obligation to provide information includes the Company's relationships and other related companies.

The information items mentioned above shall be provided by the corporate body best qualified for it and may only be refused if its provision is likely to cause significant damage to the Company or another related company, or to breach a legal confidentiality obligation.

IV. Adding items to the Agenda:

Shareholders holding (either jointly or individually) shares representing a minimum 2% of the Company's share capital may request items to be added to the Agenda, by way of a written request sent to the Chairman of General Shareholders' Meeting within 5 days of the last publication of the convening notice, provided that the request includes a resolution proposal for each of the items requested to be included. For these purposes, the proceedings set out in paragraphs 3 and 4 of article 378 of the Companies Code shall apply.

1. Resolution proposals:

Shareholders holding (either jointly or individually) shares representing a minimum 2% of the Company's share capital may bring forth resolution proposals regarding the items of the Agenda as set out above, or as amended from time to time. The request shall be sent in writing to the Chairman of General Shareholders' Meeting within 5 days of the last publication of the convening notice, and include the information that complements the resolution proposal. For these purposes, the proceedings set out in article 23-B, paragraph 3 of the Securities Codes and article 378of the Companies Code shall apply.

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VI. General Meeting Attendance

Participation in the General Meeting, and discussion and voting carried out therein, is restricted to the holders of shares granting the right to, at least, one vote, on the record date, corresponding to 0 AM (GMT) on September 30, 2021. For these purposes, it is reminded that each share grants the right to one vote.

Those wishing to attend the General Meeting must notify the Chairman of the Board of the General Meeting in writing before September 29, 2021 (to the registered office, at Lagoas Park, Edifício 2, 2740-265 Porto Salvo, or by email to [e-mail]), as well as the financial institution where their individual securities account is set up. The Company provides forms of these documents on its website (www.teixeiraduarte.com), for the Shareholders to fill out for these purposes.

Upon being informed of their clients' intent to attend the General Meeting, the financial intermediaries shall, before the day's end on September 30, 2021, send the Chairman of the Board of the General Meeting, information on the number of shares registered in its client's name on the record date. For this purpose, the financial institution may use e-mail([e-mail]).

According to legislation currently in force, these rights are not impaired by the transfer of shares subsequent to the record date, and is not dependent on their lock between then and the day of the General Meeting.

Nevertheless, any Shareholder that communicates their purpose to attend the General Shareholders' Meeting and transfers share ownership between the record date and the General Meeting must promptly inform the Chair of the Board of the General Meeting, as well as to the Securities Market Commission (CMVM).

VII. Extraordinary audio-visual access to the General Meeting:

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Exceptionally, in consideration for the COVID-19 pandemic, the Company will provide the Shareholders that comply with the requirements set out in paragraph VI. above with an online audiovisual link to watch the General Meeting remotely. The instructions to access the audio-visual system will be communicated timely, to all Shareholders who request it, by email to [e-mail].

The company will ensure the authenticity of the declarations and the security of the communications, registering their content and the respective stakeholders, including all the Shareholders who participate in the General Meeting through the aforementioned telematic means.

VIII. Representation:

The formalities and further requirements for grouping or representation of Shareholders are those set out in article 13 of the Articles of Association and in the Law, specifically in article 380 of the Companies Code and article 23 of the Securities Code. Shareholders shall deliver their respective representation document to the Chairman of the Board of the General Meeting, either by post, to the Company's registered office, or by electronic mail ([e-mail]), up to three calendar days before the designated General Meeting date, i.e. October 5, 2021.

The Company provides the Shareholders with a representation letter form, at the website (www.teixeiraduarte.com) or at the registered office, during business hours.

For the representation of more than five Shareholders at the General Meeting, the requirements set out in article 381 of the Companies Code and article 23, paragraph 3 of the Securities Code shall apply.

IX. Voting Rights:

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