SONAE, SGPS, S.A.
Head Office: Lugar do Espido, Via Norte, Maia
Maia Commercial Registry Nr. 14168
Share Capital: Euros 2 000 000 000
Fiscal Number 500273170
Sociedade Aberta
SONAE INDÚSTRIA – SGPS, S.A.
Head Office: Lugar do Espido, Via Norte, Maia
Maia Commercial Registry Nr. 1067
Share Capital: Euros 700 000 000
Fiscal Number 500204128
Sociedade Aberta
ANNOUNCEMENT OF RELEVANT FACT
In accordance with the terms and for the effects of Article 248 of the Portuguese Securities Law
(Código dos Valores Mobiliários), the Boards of Directors of SONAE, SGPS. S.A. (Sonae) and
SONAE INDÚSTRIA, SGPS, S.A. (Sonae Indústria) announce that the demerger-merger and
merger Project issued by those companies together with Sonae 3P – Panels, Pulp and Paper,
SGPS, S.A. (Sonae 3P) was approved today.
Under the terms of the Project, which has been approved by the statutory auditors of the
companies involved and by the independent auditor and will be presented to the general meetings
of shareholders of the companies involved for approval, shares held by Sonae in Sonae Indústria,
corresponding to 90.36% of Sonae Indústria’s share capital will be demerged from Sonae and
merged into Sonae 3P. Sonae Indústria will then be merged into Sonae 3P and Sonae 3P will be
renamed Sonae Indústria, SGPS, S.A.. Admission to Euronext Lisbon will be requested for the
shares of the new Sonae Indústria, SGPS, S.A., once all legal procedures are completed.
This transaction has no tax implications for the shareholders, in accordance with applicable law,
and the terms of exchange are set forth as follows:
- In the demerger-merger each share in Sonae will be entitled to receive 0.0677966103
shares in Sonae 3P;
- In the subsequent merger each share in Sonae Indústria will be entitled to receive one
share in Sonae 3P.
After the conclusion of this transaction the new Sonae Indústria, SGPS, SA will have a share
capital of 700 million euros corresponding to 140 million shares of five euro each.
The full content of the Project will be made available once the notices of shareholder’s general
meetings to approve the Project are published.
Maia, 23 September, 2005
The Boards of Directors of Sonae, SGPS, SA and of Sonae Indústria, SGPS, SA,