Mota-Engil, SGPS, S.A. (“Mota-Engil”) is carrying out an issue of Mota-Engil 2031 Bonds, bearing a fixed annual interest rate of 4.60%* and a nominal value of €250 per bond, with an initial aggregate nominal amount of up to €50,000,000. This amount may be increased at Mota-Engil’s discretion until 14 May 2026 (inclusive), through the publication of a supplement to the prospectus approved by the CMVM and made available at www.cmvm.pt, www.mota-engil.com and the other locations where the prospectus is available.
The issue is being carried out in connection with: (i) a public subscription offer (the “Subscription Offer”); and (ii) a public exchange offer addressed to holders of bonds issued under the “Sustainability-Linked Mota-Engil 2021–2026 Bonds” programme, ISIN PTMENYOM0005 (the “Mota-Engil 2026 Bonds”) (the “Exchange Offer” and, together with the Subscription Offer, the “Offers”).
Investors may subscribe for Mota-Engil 2031 Bonds and/or exchange Mota-Engil 2026 Bonds between 8:30 a.m. on 6 May 2026 and 3:00 p.m. on 19 May 2026 through the Subscription Offer and/or, if they are holders of Mota-Engil 2026 Bonds, through the Exchange Offer.
The Mota-Engil 2031 Bonds are sustainability-linked bonds, as Mota-Engil undertakes to pursue the improvement of one key performance indicator (“KPI”) — the Lost Time Injury Frequency Rate (LTIFR) — with the objective of achieving a Sustainability Performance Target (“SPT”) by 31 December 2030.
Under the Subscription Offer, the subscription price per Mota-Engil 2031 Bond is €250, with a minimum investment amount of €2,500 (corresponding to 10 Mota-Engil 2031 Bonds).
Under the Exchange Offer, investors may exchange Mota-Engil 2026 Bonds for Mota-Engil 2031 Bonds. For each Mota-Engil 2026 Bond (with a nominal value of €250), investors will receive, as consideration, one Mota-Engil 2031 Bond (with a nominal value of €250) and a cash premium of €0.19, subject to taxes, fees and other charges.
In addition, accrued interest will be paid on Mota-Engil 2026 Bonds accepted for exchange, calculated from 2 December 2025 (inclusive) to the Issue Date, 22 May 2026 (exclusive), in the amount of €5.01736 per Mota-Engil 2026 Bond, subject to taxes, fees and other charges.
* Gross Nominal Annual Rate (subject to Mota-Engil’s credit risk and the applicable tax regime. Please contact Banco Finantia for a simulation of the net return after taxes, fees and other charges).
The information provided herein does not replace the need to consult the prospectus, which is available at www.mota-engil.com and www.cmvm.pt. The prospectus was approved by the CMVM on 24 April 2026 in its capacity as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017.
The approval of the prospectus by the CMVM should not be considered as an endorsement of the Mota-Engil 2031 Bonds. Prospective investors should read the prospectus before making an investment decision in order to fully understand the potential risks and benefits associated with an investment in the Mota-Engil 2031 Bonds.
This information does not constitute a securities offering by Banco Finantia, an invitation by Banco Finantia to subscribe for and/or exchange securities, nor a solicitation of investment intentions in securities by Banco Finantia.
Any investment decision should be based on a review of the Offer documentation as a whole and made only after an independent assessment of Mota-Engil’s economic condition, financial position and other relevant circumstances.
Banco Finantia is registered with the Bank of Portugal under registration number 48 and with the Portuguese Securities Market Commission (CMVM) under registration number 109.
Information and Documents
