The merger transaction (“Proposed Transaction”) consists of the creation of a joint venture by Better Foods, S.A. (“Better Foods”) and Cerealis, SGPS, S.A. (“Cerealis”) (collectively, the “Notifiers”), through a merger by incorporation into a new company (the “New Company”), created for this purpose, of a group of companies controlled by Better Foods (“Better Foods Companies”) and Cerealis – Moagens S.A. (“Cerealis Moagens”). After the merger, the New Company will also hold 50% of Gergran – Produtos Alimentares, Lda. (“Gergran”).