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Novabase SGPS

Interim / Quarterly Report Sep 15, 2022

1943_ir_2022-09-15_00ac606a-ceec-4e46-96df-5e9ed2299492.pdf

Interim / Quarterly Report

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REPORT AND ACCOUNTS 1st half 2022

  • Management Report
  • Consolidated Financial Statements
  • Annexes to the Management Report
    • I. Corporate Bodies
    • II. List of Shareholders with Qualifying Stakes
    • III. Information concerning Stakes held by Members of the Board of Directors and Supervisory Bodies
    • IV. Management Transactions
    • V. Own Shares Transactions
  • Condensed Consolidated Accounts
  • Statement of Compliance

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NEXT-GEN

IT SERVICES COMPANY

6M22 CONSOLIDATED RESULTS

6M22 Outlook

Message from Luís Paulo Salvado

"The first half of 2022 shows healthy demand and good momentum, allowing us to deliver the seventh consecutive quarter of growth.

Key indicators recorded a sound performance, with Revenues increasing nearly 13%, the EBITDA margin rising to 9.8% and Net Profit growing 22%.

In the Next-Gen segment, Top Tier Clients business was up by 14% and we started serving new flagship clients with Cognitive, Digital and DevOps offerings.

The Value Portfolio segment performed remarkably well, showing a significant increase of 23% in top-line and +240 bps in EBITDA margin, profiting from the strong market demand.

During this period, we continued to invest in

sustainable business growth in line with our strategy.

This means first and foremost being able to compete successfully for talent, given its current shortage. It is therefore noteworthy that we have again managed to expand Novabase team by 15%, reaching over 2,000 employees.

The development of highly differentiated offerings and the opening of new commercial fronts in target markets are other examples of the bets we have been making.

4 Since February, the world has been experiencing inflationary pressures and volatility on the financial markets. Although the business environment is getting more unpredictable, we rely on the resilience and adaptability of our team to keep us on course."

6M22 in Review

Next-Gen reports sustained growth

Next-Gen focused on Cognitive, Digital and Agile DevOps offers to propel its organic growth strategy.

Business wins in flagship clients are taking place.

Press Zone

Press Zone

Value Portfolio: 2019+ Strategy Execution

Value Portfolio reports strong post COVID-19 recovery in 1H 2022

A remarkable first-half, exceeding pre-pandemic levels, with Turnover growing at high double-digit YoY.

Value Portfolio is well positioned for sustained growth and to generate further value.

Novabase in the News1

  • Best Digital Transformation Program Award | Celfocus was recognised at the Middle East Telecoms World Conference, in partnership with solutions by stc, Jawwy.
  • AIOps Award | Celfocus was shortlisted as finalist in 'Best operations solution incorporating AI functionality' at FutureNet World 2022.
  • Partnership with PcVue | Neotalent Spain was recognised as a reseller and certified system integrator partner.
  • Celfocus eSign solution showcased in Ireland | In collaboration with AICEP Portugal Global.
  • Certifications by APCER | Celfocus has obtained ISO/IEC 27001 (Information Security) and ISO/IEC 27701 (Privacy) certifications.
  • 2022 Welbeing Awards by Workwell | Celfocus won the 'Healthiest Company'.
  • Building up an employer branding | Novabase engaged in multiple initiatives, e.g. FISTA222 , SINFO 29, SET3 and JEEC 20224 at IST, and UAlg Careers Fair, among others.
  • Acting with a purpose | Novabase has come together to donate funds, collect goods and give people work time to volunteer, with #standwithukraine initiative.
  • Social responsibility | Neotalent donated more than 100 baskets of goods to CASA, a Portuguese association that supports the homeless and families in need.
  • Empowering female talent | Neotalent is the main sponsor of Nova School of Business and Economics young women volleyball team.
  • Sponsorship of FST11 | Celfocus is the main sponsor of IST team's first vehicle with autonomous and non-autonomous capabilities.
  • Novabase left PSI as of 18 March | Due to the Index' new requirement of market cap free float lower limit of 100 M€.
  • Novabase pays 0.43 €/share to shareholders | Following the operation to reduce the Company's share capital from 54.6 million euros to 33.0 million euros.

1 Until this presentation date.

2 Forum of ISCTE School of Technology and Architecture.

3 Business and Technology Week.

4 Engineering & Tech Talks.

Financial Highlights

6M22 Performance

Positive performance across businesses

  • Turnover grew nearly 13% YoY, with Next-Gen representing 72%
  • 57% of Turnover is generated outside Portugal
  • Europe & ME accounts for 93% of Next-Gen's International Turnover
  • Top Tier clients Next-Gen Revenues grew 14% YoY
  • EBITDA increased 19% YoY
  • Net Profit of 4.0 M€, +22% YoY
  • Solid Net Cash position of 54.3 M€
  • Talent Pool expanded 15% YoY to over 2,000 employees
  • NBA stock price down 5% in 6M22 amid market pessimism

Turnover

Turnover grew nearly 13% YoY, with Next-Gen representing 72%

No relevant impacts observed in 6M22 due to the COVID-19 pandemic nor Ukraine's conflict, both in Next-Gen and in Value Portfolio segments.

(1) Turnover by Geography is computed based on the location of the client where the project is delivered.

(2) Value Portfolio includes holding / shared services.

0

10

20

30

40

50

60

70

80

EBITDA increased 19% YoY

2.0

EBITDA Margin

4.0

6.0

8.0

10.0

12.0

Next-Gen Segment

Next-Gen Turnover grew 9% YoY…

Fully organic growth.

0

10

20

30

40

50

60

70

80

… with EBITDA up 5% YoY

Continued investment in strategic and talent initiatives.

EBITDA Margin

Next-Gen Segment

Multi Industry approach, with telecom dominance

International Turnover grew 7% YoY and stands for 63% of Next-Gen total Turnover.

Target markets of Europe & ME represented 93% of the segment's international operations, increasing 10% YoY, while exposure to Africa continued to decline (-27% YoY).

Next-Gen Segment

Top Tier clients Revenues grew 14% YoY

Next-Gen focused on building long-term relationships and in winning new clients committed to IT innovation.

% of Revenues from Top Tier clients (1)

Total number of clients in 6M22 of 109 (114 in 6M21).

(1) Top Tier clients (>1 M€) considers the Trailing 12 months.

Value Portfolio Segment

Value Portfolio grew double-digit in Turnover, +23% YoY…

… and increased EBITDA margin by 240 bps

Remarkable performance of the IT Staffing business, fuelled by strong demand.

EBITDA to Net Profit

Net Profit of 4.0 M€, +22% YoY

Net Profit entirely from Continuing Operations. Total EPS reached 0.13 € (0.11 € in 6M21).

EBITDA to Net Profit

Net Cash

Solid Net Cash position of 54.3 M€…

… to accommodate upcoming shareholder's remuneration commitments and to support strategic initiatives.

Net Cash in line with the FY21 level and 2.4 M€ up YoY, primarily driven by operating activities.

3.1 M€ of Net Cash refers to Non-Controlling Interests (Vs. 3.1 M€ in FY21).

Net Cash in 6M22 does not yet reflect the 13.1 M€ cash outflow from the shareholder remuneration approved by the 2021 GMS (paid on July 27).

Talent

Talent Pool expanded 15% YoY to over 2,000 employees

Average number of Employees

Next-Gen Value Portfolio (1) Value Portfolio (1)

  • (1) Including holding / shared services representing 69 employees in 6M22 (78 in 6M21).
  • (2) Determined by the formula: number of leaves at the employee's initiative ÷ average number of employees, for the Trailing 12 Months.

Talent pool reached 2076 employees in 6M22 (Vs. 1806 in 6M21 and 1866 in FY21).

TTM attrition rate (2) of Next-Gen is 21.5% (Vs. 15.7% in 6M21). This evolution reflects both the correction of the low value in 6M21 (which still incorporates some COVID-19 effects) and the new labour market dynamics driven by fierce competition for scarce talent.

Stock Market

NBA stock price down 5% amid market pessimism

The main stock markets plunged in 1H22 as the war in Ukraine fuelled inflationary pressures and volatility on the global financial markets. NBA stock price decreased 5% in 6M22, whilst the EuroStoxx Technology Index plummeted 32%.

The GMS in May, 24 approved a shareholder remuneration of 0.43 € /share, just over half of the amount yet to be paid until 2023 according to the Strategy 2019+ commitment.

The average price target disclosed by Novabase's analysts is 6.35 €, with unanimous recommendation to buy. Average upside is 31%.

Novabase acquired 305k shares in 6M22 under the buy-back programme. At 30 June 2022, Novabase holds 1,003,988 own shares (3.20% of its share capital).

Market Capitalisation at the end of 6M22 is 152.0 M€, with a ttm Price to Sales of 1.08x. Free Float Velocity (1) was 26% (33% in 6M21).

(1) Considering a free float of 35% in 6M22 and 40% in 6M21, calculated according to Euronext criteria.

APMs

In compliance with ESMA guidelines

Alternative Performance Measures

Net Cash provides information on the level of cash and other bank deposits and marketable securities, after discounting the debts to financial institutions, assisting in the analysis of the company's liquidity and its ability to meet non-bank commitments.

The caption "Cash and cash equivalents" is simultaneously the item of the consolidated statement of financial position more directly reconcilable and more relevant to this APM.

The detail and breakdown of Net Cash, as well as the reconciliation in 6M22 and prior period, is analysed in the table on the right.

This APM and all its components contain no estimates or judgments made by Management.

FY21 6M22
Cash
and
cash
equivalents
68
431
,
62
960
,
(1)
Treasury
shares
held
by
the
Company
3
581
,
4
859
,
Bank
borrowings
- Non-Current
(9
400)
,
(7
300)
,
Bank
borrowings
- Current
(6
800)
,
(6
200)
,
Cash
thousands)
Net
(Euro
55
812
,
54
319
,
FY21 6M22
shares
held
by
the
Company
Treasury
699
480
,
003
988
1
,
,
Closing
last
tradable
day
(€)
price
@
5
120
4
840
shares
held
by
the
Treasury
Company
thousands)
(Euro
3
581
,
859
4
,

(1) Determined by multiplying the number of treasury shares held by the Company at the end of the period by the share price on the last tradable day.

NEXT-GEN IT SERVICES COMPANY

Novabase SGPS, S.A. Euronext code: PTNBA0AM0006 Registered in TRO of Lisbon and Corporate Tax Payer no. 502.280.182 Share Capital: 32,971,463.70 € Head Office: Av. D. João II, 34, 1998-031 Lisbon - PORTUGAL

María Gil Marín Chief Investors Officer Tel. +351 213 836 300 Fax: +351 213 836 301 [email protected]

Report available on website: www.novabase.com

Next Events

Roadshows Kepler Autumn Conference: September 13-15

Trading Update 9M22 November 10 (after market closure)

Consolidated Statement of Financial Position Consolidated Income Statement as at 30 June 2022 for the period of 6 months ended 30 June 2022

30.06.22
(Thousands of Euros)
31.12.21 30.06.22
(Thousands of Euros)
30.06.21 Var. %
ASSETS CONTINUING OPERATIONS
Tangible assets 1,823 1,996 Operating income
Intangible assets 11,890 11,873 Services rendered 76,073 67,644
Right-of-use assets 3,925 4,844 Supplementary income and subsidies 69 52
Financial investments 13,848 13,775 Other operating income 99 53
Deferred income tax assets 9,783 9,443
Other non-current assets 1,527 1,997 76,241 67,749
Total Non-Current Assets 42,796 43,928 Operating expenses
External supplies and services
(22,535) (20,080)
Inventories 7 7 Employee benefit expense (46,510) (41,187)
Trade debtors and accrued income 49,545 42,456 (Provisions) / Provisions reversal 418 77
Other debtors and prepaid expenses 12,547 10,210 Net impairm. losses on financ. assets 87 (66)
Derivative financial instruments 57 16 Other operating expenses (228) (215)
Cash and cash equivalents 62,960 68,431
Total Current Assets 125,116 121,120 (68,768) (61,471)
Assets for continuing operations 167,912 165,048 Gross Net Profit (EBITDA) 7,473 6,278 19.0 %
Depreciation and amortisation (1,690) (1,798)
Assets for discontinued operations 440 396
Operating Profit (EBIT) 5,783 4,480 29.1 %
Total Assets 168,352 165,444 Financial results (482) (223)
EQUITY Net Profit before taxes (EBT) 5,301 4,257 24.5 %
Share capital 32,971 54,638 Income tax expense (1,191) (975)
Treasury shares (1,054) (1,217)
Share premium 226 226 Net Profit from continuing operations 4,110 3,282 25.2 %
Reserves and retained earnings 18,731 3,235
Net profit 3,983 8,706 DISCONTINUED OPERATIONS
Total Shareholders' Equity 54,857 65,588 Net Profit from discont. operations 6 46 -87.0 %
Non-controlling interests 10,647 10,361
Total Equity 65,504 75,949 Non-controlling interests (133) (51)
LIABILITIES Attributable Net Profit 3,983 3,277 21.5 %
Bank borrowings 7,300 9,400
Lease liabilities 2,009 3,017
Provisions 2,973 3,391
Deferred income tax liabilities 456 -
Other non-current liabilities 406 2,120
Total Non-Current Liabilities 13,144 17,928
Bank borrowings 6,200 6,800
Lease liabilities 2,763 2,783
Trade payables 4,509 4,508
Other creditors and accruals 48,383 33,363
Derivative financial instruments 160 71
Deferred income 23,736 19,711
Total Current Liabilities 85,751 67,236
Total Liabilities for cont. operations 98,895 85,164
Total Liabilities for discont. operations 3,953 4,331
Total Liabilities 102,848 89,495 Other information :
Total Equity and Liabilities 168,352 165,444 Turnover
EBITDA margin
76,073
9.8 %
67,644
9.3 %
12.5 %
EBT % on Turnover 7.0 % 6.3 %
Net Cash 54,319 55,812 Net profit % on Turnover 5.2 % 4.8 %
(Thousands of Euros) (Thousands of Euros)
ASSETS CONTINUING OPERATIONS
Tangible assets 1,823 1,996 Operating income
Intangible assets 11,890 11,873 Services rendered 76,073 67,644
Right-of-use assets 3,925 4,844 Supplementary income and subsidies 69 52
Financial investments 13,848 13,775 Other operating income 99 53
Deferred income tax assets 9,783 9,443
Other non-current assets 1,527 1,997 76,241 67,749
Total Non-Current Assets 42,796 43,928 Operating expenses
External supplies and services (22,535) (20,080)
Inventories 7 7 Employee benefit expense (46,510) (41,187)
Trade debtors and accrued income 49,545 42,456 (Provisions) / Provisions reversal 418 77
Other debtors and prepaid expenses 12,547 10,210 Net impairm. losses on financ. assets 87 (66)
Derivative financial instruments 57 16 Other operating expenses (228) (215)
Cash and cash equivalents 62,960 68,431
Total Current Assets 125,116 121,120 (68,768) (61,471)
Assets for continuing operations 167,912 165,048 Gross Net Profit (EBITDA) 7,473 6,278 19.0 %
Depreciation and amortisation (1,690) (1,798)
Assets for discontinued operations 440 396
Operating Profit (EBIT) 5,783 4,480 29.1 %
Total Assets 168,352 165,444 Financial results (482) (223)
EQUITY Net Profit before taxes (EBT) 5,301 4,257 24.5 %
Share capital 32,971 54,638 Income tax expense (1,191) (975)
Treasury shares (1,054) (1,217)
Share premium 226 226 Net Profit from continuing operations 4,110 3,282 25.2 %
Reserves and retained earnings 18,731 3,235
Net profit 3,983 8,706 DISCONTINUED OPERATIONS
Total Shareholders' Equity 54,857 65,588 Net Profit from discont. operations 6 46 -87.0 %
Non-controlling interests 10,647 10,361
Total Equity 65,504 75,949 Non-controlling interests (133) (51)
LIABILITIES Attributable Net Profit 3,983 3,277 21.5 %
Turnover 76,073 67,644 12.5 %
EBT % on Turnover 7.0 % 6.3 %
Novabase S.G.P.S., S.A.
Euronext code: PTNBA0AM0006
Share Capital 32,971,463.70 Euros - Corporate Registration CRCL N.º 1495
Head-office: Av. D. João II, 34, Parque das Nações, 1998-031 Lisbon, Portugal Corporate Tax Payer N.º 502 280 182

Results Information by SEGMENTS for the period of 6 months ended 30 June 2022

(Thousands of Euros)

Value NOVABASE
Portfolio Next-Gen
CONTINUING OPERATIONS
Turnover 21,025 55,048 76,073
Gross Net Profit (EBITDA) -
3,149
-
4,324
-
7,473
Depreciation and amortisation -
(1,139)
-
(551)
-
(1,690)
Operating Profit (EBIT) 2,010 3,773 5,783
Financial results -
(150)
-
(332)
-
(482)
Net Profit / (Loss) before Taxes (EBT) 1,860
-
3,441
-
5,301
-
Income tax expense (832) (359) (1,191)
Net Profit / (Loss) from cont. operations 1,028
-
3,082 4,110
DISCONTINUED OPERATIONS
Net Profit from discontinued operations 6 - 6
Non-controlling interests (133) - (133)
Attributable Net Profit / (Loss) 901
-
3,082
-
3,983
-
Other information :
EBITDA % on Turnover 15.0% 7.9% 9.8%
EBT % on Turnover 8.8% 6.3% 7.0%
Net profit % on Turnover 4.3% 5.6% 5.2%

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ANNEXES TO THE MANAGEMENT REPORT 1st half 2022

I. CORPORATE BODIES

In accordance with the resolutions of the 2021 and 2022 Novabase's General Meetings, held on 25 May and 24 May, respectively, Novabase's corporate bodies and Remuneration Committee for the 2021/2023 term of office have the following composition:

BOARD OF DIRECTORS

Chairman and Director with delegated powers: Luís Paulo Cardoso Salvado Director with delegated powers: Álvaro José da Silva Ferreira Non-Executive member of the Board of Directors: Rita Wrem Viana Branquinho Lobo Carvalho Rosado Non-Executive member of the Board of Directors: Pedro Miguel Quinteiro Marques de Carvalho Non-Executive member of the Board of Directors: Benito Vázquez Blanco1, 2 Director with special responsibilities (responsible for the business area related to Novabase Capital, investors relations area, marketing and communication area and information technologies area): María del Carmen Gil Marín Non-Executive member of the Board of Directors: José Afonso Oom Ferreira de Sousa Non-Executive member of the Board of Directors: Madalena Paz Ferreira Perestrelo de Oliveira Director with special responsibilities (responsible for the logistics, finance and tax and legal areas): Francisco Paulo Figueiredo Morais Antunes1

OFFICERS OF THE GENERAL MEETING

Chairman: António Manuel da Rocha e Menezes Cordeiro Secretary: Catarina Maria Marante Granadeiro

AUDIT BOARD

Member: Fátima do Rosário Piteira Patinha Farinha Chairman: Álvaro José Barrigas do Nascimento Deputy: Manuel Saldanha Tavares Festas Member: João Luís Correia Duque3

STATUTORY AUDITOR

Deputy: Maria Cristina Santos Ferreira Effective: KPMG & Associados – S.R.O.C., S.A., represented by Susana de Macedo Melim de Abreu Lopes4

REMUNERATIONS COMMITTEE

Chairman: Francisco Luís Murteira Nabo Member: Pedro Miguel Duarte Rebelo de Sousa Member: João Francisco Ferreira de Almada e Quadros Saldanha

At the meeting of the Board of Directors of Novabase, held on 25 May 2021, it was resolved to appoint the secretary of Novabase for the 2021/2023 term of office, in accordance with the following terms:

COMPANY'S SECRETARY

______________

Effective: Marta Isabel dos Reis da Graça Rodrigues do Nascimento Deputy: Carolina Duarte Simões Pereira Barrueca

1 Elected as member at Novabase's General Meeting held on 24 May 2022 for the remainder of the three-year period of 2021/2023.

2 Replaces the director José Sancho García elected at the Novabase's General Meeting held on 25 May 2021, following the resignation presented by this director on 27 April 2022.

3 João Luís Correia Duque was being replaced by the deputy member Manuel Saldanha Tavares Festas, under the terms of article 415 of the Portuguese Commercial Companies Code, assuming his functions effective as from 1 May 2022.

4 Until 22 December 2021, it was represented by partner Paulo Alexandre Martins Quintas Paixão.

II. LIST OF SHAREHOLDERS WITH QUALIFYING STAKES

(Under the terms of section c) of paragraph 1 of article 9 of the Portuguese Securities Market Commission - CMVM – Regulation no. 5/2008, with the identification of the respective allocation of voting rights in accordance with paragraph 1 of article 20 of the Portuguese Securities Code)

The holdings identified below correspond to the last positions notified to the Company with reference to 30 June 2022 or a previous date.

There are no categories of shares with special rights.

% share capital
and voting
Holders No. shares rights
HNB – S.G.P.S., S.A. (1) 10,810,823 34.43%
Pedro Miguel Quinteiro Marques de Carvalho 2,097,613 6.68%
Luís Paulo Cardoso Salvado (1) 1 0.00%
Álvaro José da Silva Ferreira (1) 1 0.00%
José Afonso Oom Ferreira de Sousa (1) 1 0.00%
Holding under the Shareholders Agreement concerning NOVABASE (2) 12,908,439 41.11%
IBI - Information Business Integration, A.G. (3) 4,609,188 14.68%
Partbleu, Sociedade Gestora de Participações Sociais, S.A. (4) 3,180,444 10.13%
Total 20,698,071 65.91%

(1) José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira are the controlling shareholders and directors of HNB – S.G.P.S., S.A., having executed a shareholder's agreement concerning the entirety of the share capital of this company.

(2) The total holding is attributed to José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and Pedro Miguel Quinteiro Marques de Carvalho, under the terms of the Shareholders Agreement concerning Novabase.

(3) When Novabase received comunication of this holding, it was informed that José Sancho García is the controlling shareholder of this company, and therefore the corresponding voting rights are attributed to him.

(4) When Novabase was notified of this holding, it was informed that this company was indirectly held in 72% by Mr. Miguel Pais do Amaral, and therefore the corresponding voting rights were attributed to him.

III. INFORMATION CONCERNING STAKES HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND SUPERVISORY BODIES

(Under the terms of paragraph 5 of article 447 of the Portuguese Commercial Companies Code)

The shareholding of each of these members of the Corporate Bodies corresponds to the last position notified to the Company with reference to 30 June 2022 or a previous date. The functions of each of these Corporate Bodies are described in Annex I of this Report.

% share capital
Holders No. shares and voting
rights
Pedro Miguel Quinteiro Marques de Carvalho 2,097,613 6.68%
Manuel Saldanha Tavares Festas 74,986 0.24%
Francisco Paulo Figueiredo Morais Antunes 30,335 0.10%
María del Carmen Gil Marín 23,001 0.07%
João Luís Correia Duque 500 0.00%
Luís Paulo Cardoso Salvado (1) 1 0.00%
Álvaro José da Silva Ferreira (1) 1 0.00%
José Afonso Oom Ferreira de Sousa (1) 1 0.00%
Rita Wrem Viana Branquinho Lobo Carvalho Rosado 0 0.00%
Madalena Paz Ferreira Perestrelo de Oliveira 0 0.00%
Benito Vázquez Blanco 0 0.00%
Álvaro José Barrigas do Nascimento 0 0.00%
Fátima do Rosário Piteira Patinha Farinha 0 0.00%
KPMG & Associados – S.R.O.C., represented by Susana de Macedo Melim de Abreu Lopes 0 0.00%
Maria Cristina Santos Ferreira 0 0.00%
Total 2,226,438 7.09%

(1) Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and José Afonso Oom Ferreira de Sousa are shareholders of HNB – S.G.P.S., S.A., where they hold management positions. HNB – S.G.P.S., S.A. held 10,810,823 shares representing 34.43% of Novabase's share capital and respective voting rights at 30 June 2022.

In addition to those mentioned to in this document (at the management transactions item), no encumbrances or other acquisitions or changes in the ownership of shares representing the Company's share capital (or of a company in a control or group relationship with the Company) were undertaken by the Members of the Board of Directors and Supervisory Bodies, nor any promissory, option or repurchase agreements, nor other agreements with similar effects on such shares.

No other transactions of the type described above were likewise carried out by any person falling under the scope of paragraphs 2 a) to d) of article 447 of the Portuguese Commercial Companies Code.

Finally, it should be clarified that neither the Company nor any company in a control or group relationship with it is an issuer of bonds.

IV. MANAGEMENT TRANSACTIONS

(Under the terms of European Union market abuse regulation)

During the first half of 2022, the following transactions on Novabase's ordinary shares were carried out by the persons falling under the scope of article 447 of the Portuguese Commercial Companies Code:

Director / closely associated Price per share
person Transaction Date Location No. shares (€)
IBI - Information Business
Integration, A.G.
Acquisition 09/03/2022 Euronext Lisbon 10,000 4.950
IBI - Information Business
Integration, A.G.
Acquisition 10/03/2022 Euronext Lisbon 3,887 4.934
IBI - Information Business
Integration, A.G.
Acquisition 11/03/2022 Euronext Lisbon 6,000 4.833
IBI - Information Business
Integration, A.G.
Acquisition 14/03/2022 Euronext Lisbon 2,935 4.894
IBI - Information Business
Integration, A.G.
Acquisition 14/03/2022 Euronext Lisbon 552 4.864
IBI - Information Business
Integration, A.G.
Acquisition 15/03/2022 Euronext Lisbon 1,907 4.930
IBI - Information Business
Integration, A.G.
Acquisition 15/03/2022 Euronext Lisbon 532 4.900
IBI - Information Business
Integration, A.G.
Acquisition 15/03/2022 Euronext Lisbon 1,271 4.940
IBI - Information Business
Integration, A.G.
Acquisition 16/03/2022 Euronext Lisbon 2,916 4.883
IBI - Information Business
Integration, A.G.
Acquisition 18/03/2022 Euronext Lisbon 650 4.760
IBI - Information Business
Integration, A.G.
Acquisition 21/03/2022 Euronext Lisbon 4,291 4.801
IBI - Information Business
Integration, A.G.
Acquisition 21/03/2022 Euronext Lisbon 5,059 4.742
IBI - Information Business
Integration, A.G.
Acquisition 28/03/2022 Euronext Lisbon 1,005 4.750
IBI - Information Business
Integration, A.G.
Acquisition 31/03/2022 Euronext Lisbon 8,995 4.870
IBI - Information Business
Integration, A.G.
Acquisition 01/04/2022 Euronext Lisbon 10,000 4.858

Following the exit of the director José Sancho García from the Board of Directors of Novabase, effective as from the 2022 General Meeting held on 24 May, IBI - Information Business Integration, A.G., collective person closely associated to this director, no longer falls under the scope of the persons referred to in article 447 of the Portuguese Commercial Companies Code.

V. OWN SHARES TRANSACTIONS

(Under the terms of section d) of paragraph 5 of article 66 of the Portuguese Commercial Companies Code)

At 31 December 2021, Novabase S.G.P.S. held 699,480 own shares, representing 2.23% of its share capital.

During the first half of 2022, Novabase acquired on the market 304,508 own shares, in the context of the own shares buy-back programme ("Buyback Programme") at the average net price of 4.959 Euros.

At 30 June 2022, Novabase S.G.P.S. held 1,003,988 own shares, representing 3.20% of the share capital.

The Board of Directors resolved, within the scope of the authorization granted by the General Meeting of Shareholders held on 25 May 2021 and renewed on 24 May 2022, to widen the Company's Buy-Back Programme, increasing in up to 118,000 the number of ordinary shares to be bough under the Buy-Back Programme, thus raising the maximum number of shares to be acquired to 388,000 shares.

At 30 June 2022, the nominal value of all shares representing the share capital of Novabase S.G.P.S. is 1.05 Euros (31 December 2021: 1.74 Euros), as a result of the share capital reduction approved by the General Meeting of Shareholders held on 24 May 2022.

Own shares transactions are detailed below:

Price per share
Transaction Date Location No. shares (€)
Acquisition 04/01/2022 Euronext Lisbon 500 5.300
Acquisition 05/01/2022 Euronext Lisbon 16 5.340
Acquisition 07/01/2022 Euronext Lisbon 240 5.440
Acquisition 07/01/2022 Euronext Lisbon 1,464 5.500
Acquisition 07/01/2022 Euronext Lisbon 36 5.500
Acquisition 07/01/2022 Euronext Lisbon 24 5.480
Acquisition 07/01/2022 Euronext Lisbon 24 5.480
Acquisition 07/01/2022 Euronext Lisbon 23 5.480
Acquisition 07/01/2022 Euronext Lisbon 24 5.480
Acquisition 07/01/2022 Euronext Lisbon 23 5.480
Acquisition 07/01/2022 Euronext Lisbon 24 5.480
Acquisition 07/01/2022 Euronext Lisbon 23 5.480
Acquisition 07/01/2022 Euronext Lisbon 20 5.480
Acquisition 07/01/2022 Euronext Lisbon 23 5.480
Acquisition 07/01/2022 Euronext Lisbon 22 5.480
Acquisition 07/01/2022 Euronext Lisbon 21 5.480
Acquisition 07/01/2022 Euronext Lisbon 20 5.480
Acquisition 07/01/2022 Euronext Lisbon 22 5.480
Acquisition 07/01/2022 Euronext Lisbon 23 5.480
Acquisition 07/01/2022 Euronext Lisbon 23 5.480
Acquisition 07/01/2022 Euronext Lisbon 23 5.480
Acquisition 07/01/2022 Euronext Lisbon 26 5.480
Acquisition 10/01/2022 Euronext Lisbon 350 5.500
Acquisition 10/01/2022 Euronext Lisbon 60 5.440
Acquisition 17/01/2022 Euronext Lisbon 250 5.480
Acquisition 20/01/2022 Euronext Lisbon 2,400 5.240
Acquisition 20/01/2022 Euronext Lisbon 900 5.240
Acquisition 20/01/2022 Euronext Lisbon 700 5.280
Acquisition 20/01/2022 Euronext Lisbon 850 5.240
Acquisition 20/01/2022 Euronext Lisbon 250 5.240
Acquisition 20/01/2022 Euronext Lisbon 400 5.280
Acquisition 20/01/2022 Euronext Lisbon 300 5.240
Acquisition 20/01/2022 Euronext Lisbon 600 5.260
Acquisition 20/01/2022 Euronext Lisbon 600 5.280
Date
Location
No. shares
(€)
Transaction
Acquisition
20/01/2022
Euronext Lisbon
1,000
5.280
Acquisition
20/01/2022
Euronext Lisbon
700
5.200
Acquisition
20/01/2022
Euronext Lisbon
630
5.160
Acquisition
21/01/2022
Euronext Lisbon
1,100
5.120
Acquisition
21/01/2022
Euronext Lisbon
1,000
5.120
Acquisition
21/01/2022
Euronext Lisbon
500
5.120
Acquisition
21/01/2022
Euronext Lisbon
400
5.120
Acquisition
21/01/2022
Euronext Lisbon
225
5.100
Acquisition
21/01/2022
Euronext Lisbon
200
5.100
Acquisition
21/01/2022
Euronext Lisbon
400
5.100
Acquisition
21/01/2022
Euronext Lisbon
175
5.100
Acquisition
24/01/2022
Euronext Lisbon
1
5.000
Acquisition
24/01/2022
Euronext Lisbon
124
5.000
Acquisition
25/01/2022
Euronext Lisbon
175
5.000
Acquisition
25/01/2022
Euronext Lisbon
1,125
4.980
Acquisition
25/01/2022
Euronext Lisbon
300
4.980
Acquisition
25/01/2022
Euronext Lisbon
170
4.950
Acquisition
25/01/2022
Euronext Lisbon
570
4.900
Acquisition
25/01/2022
Euronext Lisbon
230
4.900
Acquisition
25/01/2022
Euronext Lisbon
30
4.900
Acquisition
25/01/2022
Euronext Lisbon
70
4.800
Acquisition
27/01/2022
Euronext Lisbon
2,968
4.920
Acquisition
27/01/2022
Euronext Lisbon
349
4.920
Acquisition
27/01/2022
Euronext Lisbon
65
4.950
Acquisition
27/01/2022
Euronext Lisbon
2,000
4.950
Acquisition
27/01/2022
Euronext Lisbon
314
4.950
Acquisition
27/01/2022
Euronext Lisbon
135
4.950
Acquisition
27/01/2022
Euronext Lisbon
1,060
4.950
Acquisition
27/01/2022
Euronext Lisbon
579
4.940
Acquisition
27/01/2022
Euronext Lisbon
9
4.950
Acquisition
28/01/2022
Euronext Lisbon
94
4.920
Acquisition
28/01/2022
Euronext Lisbon
57
4.910
Acquisition
28/01/2022
Euronext Lisbon
62
4.910
Acquisition
28/01/2022
Euronext Lisbon
56
4.910
Acquisition
28/01/2022
Euronext Lisbon
36
4.900
Acquisition
28/01/2022
Euronext Lisbon
695
4.900
Acquisition
28/01/2022
Euronext Lisbon
322
4.880
Acquisition
28/01/2022
Euronext Lisbon
478
4.890
Acquisition
31/01/2022
Euronext Lisbon
1,089
4.800
Acquisition
31/01/2022
Euronext Lisbon
511
4.800
Acquisition
02/02/2022
Euronext Lisbon
1
4.900
Acquisition
02/02/2022
Euronext Lisbon
1
4.900
Acquisition
03/02/2022
Euronext Lisbon
56
4.980
Acquisition
03/02/2022
Euronext Lisbon
309
4.980
Acquisition
03/02/2022
Euronext Lisbon
1
4.910
Acquisition
03/02/2022
Euronext Lisbon
128
4.910
Acquisition
03/02/2022
Euronext Lisbon
22
4.910
Price per share
Acquisition 04/02/2022 Euronext Lisbon 550 4.950
Price per share
Transaction Date Location No. shares (€)
Acquisition 11/02/2022 Euronext Lisbon 245 4.930
Acquisition 14/02/2022 Euronext Lisbon 1,000 4.860
Acquisition 14/02/2022 Euronext Lisbon 600 4.810
Acquisition 16/02/2022 Euronext Lisbon 336 4.900
Acquisition 16/02/2022 Euronext Lisbon 800 4.900
Acquisition 16/02/2022 Euronext Lisbon 144 4.900
Acquisition 16/02/2022 Euronext Lisbon 500 4.890
Acquisition 16/02/2022 Euronext Lisbon 220 4.890
Acquisition 17/02/2022 Euronext Lisbon 230 4.950
Acquisition 17/02/2022 Euronext Lisbon 14 4.950
Acquisition 17/02/2022 Euronext Lisbon 670 4.950
Acquisition 17/02/2022 Euronext Lisbon 214 4.950
Acquisition 17/02/2022 Euronext Lisbon 386 4.950
Acquisition 18/02/2022 Euronext Lisbon 1,100 5.200
Acquisition 18/02/2022 Euronext Lisbon 1,000 5.200
Acquisition 18/02/2022 Euronext Lisbon 2,100 5.180
Acquisition 18/02/2022 Euronext Lisbon 76 5.180
Acquisition 18/02/2022 Euronext Lisbon 1,604 5.180
Acquisition 18/02/2022 Euronext Lisbon 119 5.180
Acquisition 18/02/2022 Euronext Lisbon 1 5.180
Acquisition 21/02/2022 Euronext Lisbon 611 5.200
Acquisition 21/02/2022 Euronext Lisbon 100 5.200
Acquisition 21/02/2022 Euronext Lisbon 289 5.200
Acquisition 21/02/2022 Euronext Lisbon 100 5.140
Acquisition 21/02/2022 Euronext Lisbon 100 5.140
Acquisition 21/02/2022 Euronext Lisbon 100 5.140
Acquisition 21/02/2022 Euronext Lisbon 675 5.140
Acquisition 21/02/2022 Euronext Lisbon 325 5.140
Acquisition 21/02/2022 Euronext Lisbon 85 5.100
Acquisition 21/02/2022 Euronext Lisbon 915 5.100
Acquisition 22/02/2022 Euronext Lisbon 213 5.040
Acquisition 24/02/2022 Euronext Lisbon 700 5.100
Acquisition 24/02/2022 Euronext Lisbon 7 5.020
Acquisition 24/02/2022 Euronext Lisbon 900 5.020
Acquisition 24/02/2022 Euronext Lisbon 192 5.020
Acquisition 24/02/2022 Euronext Lisbon 936 5.020
Acquisition 24/02/2022 Euronext Lisbon 24 5.020
Acquisition 24/02/2022 Euronext Lisbon 41 5.020
Acquisition 24/02/2022 Euronext Lisbon 689 5.020
Acquisition 24/02/2022 Euronext Lisbon 4 5.020
Acquisition 24/02/2022 Euronext Lisbon 50 5.020
Acquisition 28/02/2022 Euronext Lisbon 600 5.180
Acquisition 28/02/2022 Euronext Lisbon 59 5.040
Acquisition 01/03/2022 Euronext Lisbon 584 5.220
Acquisition 01/03/2022 Euronext Lisbon 764 5.200
Acquisition 01/03/2022 Euronext Lisbon 839 5.120
Acquisition 03/03/2022 Euronext Lisbon 800 5.100
Acquisition 03/03/2022 Euronext Lisbon 300 5.100
Price per share
Transaction Date Location No. shares (€)
Acquisition 03/03/2022 Euronext Lisbon 1,600 5.080
Acquisition 03/03/2022 Euronext Lisbon 480 5.060
Acquisition 03/03/2022 Euronext Lisbon 186 5.000
Acquisition 07/03/2022 Euronext Lisbon 470 5.000
Acquisition 07/03/2022 Euronext Lisbon 130 5.000
Acquisition 07/03/2022 Euronext Lisbon 1,600 4.980
Acquisition 08/03/2022 Euronext Lisbon 1,045 5.000
Acquisition 08/03/2022 Euronext Lisbon 155 5.000
Acquisition 08/03/2022 Euronext Lisbon 2 4.990
Acquisition 08/03/2022 Euronext Lisbon 20 4.990
Acquisition 08/03/2022 Euronext Lisbon 1,362 4.990
Acquisition 09/03/2022 Euronext Lisbon 224 4.950
Acquisition 09/03/2022 Euronext Lisbon 450 4.950
Acquisition 09/03/2022 Euronext Lisbon 2,847 4.950
Acquisition 09/03/2022 Euronext Lisbon 11 4.940
Acquisition 09/03/2022 Euronext Lisbon 1,189 4.940
Acquisition 09/03/2022 Euronext Lisbon 1,479 4.950
Acquisition 10/03/2022 Euronext Lisbon 240 4.850
Acquisition 10/03/2022 Euronext Lisbon 300 4.800
Acquisition 10/03/2022 Euronext Lisbon 800 4.750
Acquisition 10/03/2022 Euronext Lisbon 136 4.690
Acquisition 10/03/2022 Euronext Lisbon 3 4.780
Acquisition 10/03/2022 Euronext Lisbon 2,713 4.720
Acquisition 10/03/2022 Euronext Lisbon 1,209 4.770
Acquisition 10/03/2022 Euronext Lisbon 219 4.770
Acquisition 11/03/2022 Euronext Lisbon 534 4.870
Acquisition 11/03/2022 Euronext Lisbon 600 4.870
Acquisition 16/03/2022 Euronext Lisbon 50 4.800
Acquisition 16/03/2022 Euronext Lisbon 4,550 4.860
Acquisition 17/03/2022 Euronext Lisbon 130 4.890
Acquisition 17/03/2022 Euronext Lisbon 730 4.760
Acquisition 18/03/2022 Euronext Lisbon 80 4.800
Acquisition 18/03/2022 Euronext Lisbon 350 4.800
Acquisition 18/03/2022 Euronext Lisbon 164 4.770
Acquisition 21/03/2022 Euronext Lisbon 1,300 4.800
Acquisition 21/03/2022 Euronext Lisbon 500 4.800
Acquisition 21/03/2022 Euronext Lisbon 2,000 4.750
Acquisition 21/03/2022 Euronext Lisbon 1,200 4.730
Acquisition 21/03/2022 Euronext Lisbon 500 4.740
Acquisition 21/03/2022 Euronext Lisbon 500 4.760
Acquisition 21/03/2022 Euronext Lisbon 1,800 4.760
Acquisition 21/03/2022 Euronext Lisbon 600 4.740
Acquisition 21/03/2022 Euronext Lisbon 500 4.720
Acquisition 21/03/2022 Euronext Lisbon 775 4.710
Acquisition 21/03/2022 Euronext Lisbon 500 4.700
Acquisition 21/03/2022 Euronext Lisbon 725 4.710
Acquisition 21/03/2022 Euronext Lisbon 902 4.750
Acquisition 21/03/2022 Euronext Lisbon 389 4.750
Price per share
Transaction Date Location No. shares (€)
Acquisition 21/03/2022 Euronext Lisbon 500 4.720
Acquisition 21/03/2022 Euronext Lisbon 909 4.720
Acquisition 21/03/2022 Euronext Lisbon 400 4.740
Acquisition 21/03/2022 Euronext Lisbon 400 4.720
Acquisition 21/03/2022 Euronext Lisbon 150 4.730
Acquisition 22/03/2022 Euronext Lisbon 237 4.800
Acquisition 22/03/2022 Euronext Lisbon 163 4.800
Acquisition 22/03/2022 Euronext Lisbon 200 4.750
Acquisition 22/03/2022 Euronext Lisbon 700 4.730
Acquisition 22/03/2022 Euronext Lisbon 58 4.730
Acquisition 22/03/2022 Euronext Lisbon 142 4.730
Acquisition 22/03/2022 Euronext Lisbon 300 4.730
Acquisition 23/03/2022 Euronext Lisbon 900 4.750
Acquisition 23/03/2022 Euronext Lisbon 800 4.740
Acquisition 23/03/2022 Euronext Lisbon 300 4.740
Acquisition 24/03/2022 Euronext Lisbon 100 4.750
Acquisition 24/03/2022 Euronext Lisbon 220 4.730
Acquisition 24/03/2022 Euronext Lisbon 293 4.750
Acquisition 24/03/2022 Euronext Lisbon 3,167 4.760
Acquisition 24/03/2022 Euronext Lisbon 540 4.750
Acquisition 25/03/2022 Euronext Lisbon 550 4.760
Acquisition 25/03/2022 Euronext Lisbon 1,050 4.750
Acquisition 25/03/2022 Euronext Lisbon 750 4.730
Acquisition 28/03/2022 Euronext Lisbon 2,500 4.810
Acquisition 29/03/2022 Euronext Lisbon 700 4.850
Acquisition 01/04/2022 Euronext Lisbon 250 4.850
Acquisition 01/04/2022 Euronext Lisbon 880 4.840
Acquisition 01/04/2022 Euronext Lisbon 440 4.800
Acquisition 01/04/2022 Euronext Lisbon 560 4.800
Acquisition 01/04/2022 Euronext Lisbon 1,185 4.810
Acquisition 01/04/2022 Euronext Lisbon 825 4.770
Acquisition 04/04/2022 Euronext Lisbon 1,000 4.830
Acquisition 05/04/2022 Euronext Lisbon 775 4.820
Acquisition 05/04/2022 Euronext Lisbon 525 4.830
Acquisition 05/04/2022 Euronext Lisbon 200 4.830
Acquisition 05/04/2022 Euronext Lisbon 400 4.820
Acquisition 05/04/2022 Euronext Lisbon 100 4.830
Acquisition 06/04/2022 Euronext Lisbon 817 4.780
Acquisition 06/04/2022 Euronext Lisbon 183 4.780
Acquisition 06/04/2022 Euronext Lisbon 436 4.780
Acquisition 06/04/2022 Euronext Lisbon 264 4.780
Acquisition 06/04/2022 Euronext Lisbon 536 4.780
Acquisition 06/04/2022 Euronext Lisbon 64 4.780
Acquisition 06/04/2022 Euronext Lisbon 200 4.780
Acquisition 07/04/2022 Euronext Lisbon 18 4.780
Acquisition 07/04/2022 Euronext Lisbon 366 4.800
Acquisition 07/04/2022 Euronext Lisbon 116 4.800
Acquisition 08/04/2022 Euronext Lisbon 1,459 4.830
Transaction Date Location No. shares Price per share
(€)
Acquisition 13/04/2022 Euronext Lisbon 500 4.870
Acquisition 13/04/2022 Euronext Lisbon 400 4.870
Acquisition 13/04/2022 Euronext Lisbon 100 4.870
Acquisition 19/04/2022 Euronext Lisbon 1,279 5.000
Acquisition 20/04/2022 Euronext Lisbon 100 5.100
Acquisition 20/04/2022 Euronext Lisbon 100 5.080
Acquisition
Acquisition 21/04/2022 Euronext Lisbon 150 5.020
Acquisition 21/04/2022 Euronext Lisbon 675 5.000
Acquisition 22/04/2022 Euronext Lisbon 689 4.970
Acquisition 22/04/2022 Euronext Lisbon 1,420 4.970
26/04/2022 Euronext Lisbon 244 5.020
Acquisition
Acquisition
26/04/2022 Euronext Lisbon 2,100 5.020
29/04/2022 Euronext Lisbon 400 5.100
Acquisition 29/04/2022 Euronext Lisbon 100 5.100
Acquisition 03/05/2022 Euronext Lisbon 400 5.040
Acquisition 03/05/2022 Euronext Lisbon 250 5.040
Acquisition 06/05/2022 Euronext Lisbon 250 5.020
Acquisition 11/05/2022 Euronext Lisbon 3 5.000
Acquisition 20/05/2022 Euronext Lisbon 1,000 5.120
Acquisition 20/05/2022 Euronext Lisbon 725 5.120
Acquisition 20/05/2022 Euronext Lisbon 900 5.120
Acquisition 20/05/2022 Euronext Lisbon 400 5.140
Acquisition 23/05/2022 Euronext Lisbon 269 5.200
Acquisition 23/05/2022 Euronext Lisbon 231 5.200
Acquisition 23/05/2022 Euronext Lisbon 125 5.200
Acquisition 23/05/2022 Euronext Lisbon 2,475 5.180
Acquisition 24/05/2022 Euronext Lisbon 250 5.220
Acquisition 25/05/2022 Euronext Lisbon 2,240 5.260
Acquisition 27/05/2022 Euronext Lisbon 500 5.320
Acquisition 30/05/2022 Euronext Lisbon 261 5.320
Acquisition 30/05/2022 Euronext Lisbon 519 5.320
Acquisition 30/05/2022 Euronext Lisbon 120 5.320
Acquisition 31/05/2022 Euronext Lisbon 100 5.220
Acquisition 01/06/2022 Euronext Lisbon 250 5.260
Acquisition 01/06/2022 Euronext Lisbon 474 5.240
Acquisition 01/06/2022 Euronext Lisbon 300 5.220
Acquisition 01/06/2022 Euronext Lisbon 26 5.240
Acquisition 01/06/2022 Euronext Lisbon 145 5.200
Acquisition 01/06/2022 Euronext Lisbon 340 5.200
Acquisition 01/06/2022 Euronext Lisbon 340 5.200
Acquisition 01/06/2022 Euronext Lisbon 215 5.200
Acquisition 01/06/2022 Euronext Lisbon 125 5.200
Acquisition 01/06/2022 Euronext Lisbon 85 5.200
Acquisition 01/06/2022 Euronext Lisbon 195 5.120
Acquisition 01/06/2022 Euronext Lisbon 172 5.180
Acquisition 01/06/2022 Euronext Lisbon 342 5.180
Acquisition 01/06/2022 Euronext Lisbon 342 5.180
Acquisition 01/06/2022 Euronext Lisbon 303 5.180
Acquisition
01/06/2022
Euronext Lisbon
39
5.180
Acquisition
01/06/2022
Euronext Lisbon
197
5.180
Acquisition
01/06/2022
Euronext Lisbon
250
5.160
Acquisition
01/06/2022
Euronext Lisbon
351
5.140
Acquisition
01/06/2022
Euronext Lisbon
453
5.140
Acquisition
01/06/2022
Euronext Lisbon
342
5.140
Acquisition
01/06/2022
Euronext Lisbon
342
5.140
Acquisition
01/06/2022
Euronext Lisbon
342
5.140
Acquisition
01/06/2022
Euronext Lisbon
300
5.140
Acquisition
01/06/2022
Euronext Lisbon
30
5.140
Acquisition
01/06/2022
Euronext Lisbon
184
5.100
Acquisition
01/06/2022
Euronext Lisbon
342
5.100
Acquisition
01/06/2022
Euronext Lisbon
314
5.100
Acquisition
01/06/2022
Euronext Lisbon
343
5.100
Acquisition
01/06/2022
Euronext Lisbon
163
5.100
Acquisition
01/06/2022
Euronext Lisbon
292
5.080
Acquisition
01/06/2022
Euronext Lisbon
332
5.080
Acquisition
02/06/2022
Euronext Lisbon
1,494
5.180
Acquisition
02/06/2022
Euronext Lisbon
6
5.180
Acquisition
02/06/2022
Euronext Lisbon
300
5.080
Acquisition
07/06/2022
Euronext Lisbon
170
5.120
Acquisition
07/06/2022
Euronext Lisbon
80
5.120
Acquisition
07/06/2022
Euronext Lisbon
350
5.120
Acquisition
07/06/2022
Euronext Lisbon
600
5.100
Acquisition
09/06/2022
Euronext Lisbon
1,250
5.100
Acquisition
09/06/2022
Euronext Lisbon
1,200
5.100
Acquisition
09/06/2022
Euronext Lisbon
350
5.100
Acquisition
09/06/2022
Euronext Lisbon
200
5.100
Acquisition
09/06/2022
Euronext Lisbon
400
5.100
Acquisition
09/06/2022
Euronext Lisbon
100
5.100
Acquisition
14/06/2022
Euronext Lisbon
550
4.920
Acquisition
15/06/2022
Euronext Lisbon
49,117
4.950
Acquisition
15/06/2022
Euronext Lisbon
555
4.950
Acquisition
15/06/2022
Euronext Lisbon
55
4.950
Acquisition
16/06/2022
Euronext Lisbon
44,974
4.950
Acquisition
16/06/2022
Euronext Lisbon
4,000
4.950
Acquisition
16/06/2022
Euronext Lisbon
1,299
4.950
Acquisition
17/06/2022
Euronext Lisbon
40,776
4.910
Acquisition
17/06/2022
Euronext Lisbon
3,000
4.910
Acquisition
17/06/2022
Euronext Lisbon
2,468
4.950
Acquisition
17/06/2022
Euronext Lisbon
385
4.950
Acquisition
17/06/2022
Euronext Lisbon
2,000
4.950
Acquisition
27/06/2022
Euronext Lisbon
270
4.880
Acquisition
27/06/2022
Euronext Lisbon
200
4.880
Acquisition
27/06/2022
Euronext Lisbon
550
4.800
Acquisition
28/06/2022
Euronext Lisbon
650
4.840
Price per share
Transaction Date Location No. shares (€)

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CONDENSED CONSOLIDATED ACCOUNTS

1st half 2022

(Unaudited)

NOVABASE S.G.P.S., S.A.

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INDEX

I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2022 5
Ƚ Condensed Consolidated Interim Statement of Financial Position as at 30 June 2022 6
Ƚ Condensed Consolidated Interim Statement of Profit or Loss for the period of 6 months ended 30 June 2022 7
Ƚ Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2022 8
Ƚ Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2022 9
Ƚ Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2022 10
Ƚ Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2022 11
Note 1. General information and activity 11
Note 2. Significant accounting policies 11
Note 3. Critical accounting estimates and judgements 13
Note 4. Segment information 13
Note 5. Property, plant and equipment 15
Note 6. Intangible assets 16
Note 7. Deferred tax assets and liabilities 16
Note 8. Trade and other receivables 17
Note 9. Cash and cash equivalents 17
Note 10. Share Capital, share premium and treasury shares 18
Note 11. Reserves and retained earnings 18
Note 12. Non-controlling interests 19
Note 13. Borrowings 19
Note 14. Provisions 20
Note 15. Other non-current liabilities 20
Note 16. Trade and other payables 21
Note 17. Deferred income and other current liabilities 21
Note 18. External supplies and services 21
Note 19. Employee benefit expense 21
Note 20. Other gains/(losses) - net 22
Note 21. Finance income 22
Note 22. Finance costs 22
Note 23. Income tax expense 22
Note 24. Earnings per share 23
Note 25. Related parties 23
Note 26. Discontinued operations 24
Note 27. Fair value measurement of financial instruments 25
Note 28. Contingencies 27
Note 29. Events after the reporting period 27
Note 30. Note added for translation 27
II. SECURITIES HELD BY CORPORATE BODIES 29
Ƚ Securities issued by the Company and Companies in a control or group relationship with Novabase S.G.P.S., held by members of
the corporate bodies of Novabase S.G.P.S. 31

These condensed consolidated interim financial statements does not include all the notes of the type normally included in an annual financial statements. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2021 and any public announcements made by NOVABASE during the interim reporting period.

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I. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS for the period of 6 months ended 30 June 2022

Condensed Consolidated Interim Statement of Financial Position as at 30 June 2022

(Amounts expressed in thousands of Euros)
Note 30.06.22 31.12.21
Assets
Non-Current Assets
Property, plant and equipment 5 5,748 6,840
Intangible assets 6 11,890 11,873
Investments in associates 141 160
Financial assets at fair value through profit or loss 27 13,707 13,615
Deferred tax assets 7 9,783 9,443
Other non-current assets 25 iii) 1,527 1,997
Total Non-Current Assets 42,796 43,928
Current Assets
Inventories 7 7
Trade and other receivables 8 49,505 42,634
Accrued income 6,156 4,691
Income tax receivable 865 1,236
Derivative financial instruments 27 57 16
Other current assets 5,566 4,105
Cash and cash equivalents 9 62,960 68,431
Total Current Assets 125,116 121,120
Assets from discontinued operations 26 440 396
Total Assets 168,352 165,444
Equity and Liabilities
Equity
Share capital 10 32,971 54,638
Treasury shares 10 (1,054) (1,217)
Share premium 10 226 226
Reserves and retained earnings 11 18,731 3,235
Profit for the period 3,983 8,706
Total Equity attributable to owners of the parent 54,857 65,588
Non-controlling interests 12 10,647 10,361
Total Equity 65,504 75,949
Liabilities
Non-Current Liabilities
Borrowings 13 9,309 12,417
Provisions
Deferred tax liabilities
14
7
2,973
456
3,391
-
Other non-current liabilities 15 406 2,120
Total Non-Current Liabilities 13,144 17,928
Current Liabilities
Borrowings 13 8,963 9,583
Trade and other payables 16 52,660 37,775
Income tax payable
Derivative financial instruments
27 232
160
96
71
Deferred income and other current liabilities 17 23,736 19,711
Total Current Liabilities 85,751 67,236
Liabilities from discontinued operations 26 3,953 4,331
Total Liabilities 102,848 89,495
Total Equity and Liabilities 168,352 165,444
THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Profit or Loss for the period of 6 months ended 30 June 2022

(Amounts expressed in thousands of Euros)
6 M *
Note 30.06.22 30.06.21
Continuing operations
Services rendered 4 76,073 67,644
External supplies and services 18 (22,535) (20,080)
Employee benefit expense 19 (46,510) (41,187)
Net impairment losses on trade and other receivables 8 87 (66)
Other gains/(losses) - net 20 358 (33)
Depreciation and amortisation (1,690) (1,798)
Operating Profit 5,783 4,480
Finance income 21 542 366
Finance costs 22 (1,005) (559)
Share of loss of associates (19) (30)
Earnings Before Taxes (EBT) 5,301 4,257
Income tax expense 23 (1,191) (975)
Profit from continuing operations 4,110 3,282
Discontinued operations
Profit from discontinued operations 26 6 46
Profit for the period 4,116 3,328
Profit attributable to:
Owners of the parent 3,983 3,277
Non-controlling interests 12 133 51
4,116 3,328
Earnings per share from continuing and discontinued operations
attributable to owners of the parent (Euros per share)
Basic earnings per share
From continuing operations 24 0.13 Euros 0.11 Euros
From discontinued operations 24 Zero Euros Zero Euros
From profit for the period 24 0.13 Euros 0.11 Euros
Diluted earnings per share
From continuing operations 24 0.13 Euros 0.10 Euros
From discontinued operations 24 Zero Euros Zero Euros
From profit for the period 24 0.13 Euros 0.11 Euros
6 M * - period of 6 months ended

THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Comprehensive Income for the period of 6 months ended 30 June 2022

(Amounts expressed in thousands of Euros)
6 M *
Note
30.06.22
30.06.21
Profit for the period
4,116
3,328
Other comprehensive income for the period
Items that may be reclassified to profit or loss
Exchange differences on foreign operations, net of tax
313
(2)
Other comprehensive income for the period
313
(2)
Total comprehensive income for the period
4,429
3,326
Total comprehensive income attributable to:
Owners of the parent
4,143
3,263
Non-controlling interests
286
63
4,429 3,326

6 M * - period of 6 months ended

THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Changes in Equity for the period of 6 months ended 30 June 2022

Attributable to owners of the parent
Stock
Exch. dif.
Other res.
Note
Share
Treasury
Share
Legal
options
on foreign
& retained -controlling
capital
shares
premium
reserves
reserves
operations
earnings
Non
interests
Total
Equity
Balance at 1 January 2021
54,638
(1,177)
226
3,140
41
(4,914)
5,095
10,047 67,096
Profit for the period
-
-
-
-
-
-
3,277
51 3,328
Other comprehensive income for the period 11, 12
-
-
-
-
-
(14)
-
12 (2)
Total comprehensive income for the period
-
-
-
-
-
(14)
3,277
63 3,326
Transactions with owners
Share capital reduction
10, 11
-
-
-
-
-
-
-
- -
Treasury shares movements
10, 11
-
-
-
-
-
-
-
- -
Share-based payments
11
-
-
-
-
16
-
-
- 16
Transactions with owners
-
-
-
-
16
-
-
Changes in ownership interests in
subsidiaries that do not result in a loss
of control
- 16
Transactions with non-controlling interests
11, 12
-
-
-
-
-
-
19
(1,059) (1,040)
Balance at 30 June 2021
54,638
(1,177)
226
3,140
57
(4,928)
8,391
9,051 69,398
Balance at 1 January 2022
54,638
(1,217)
226
3,140
216
(5,164)
13,749
10,361 75,949
Profit for the period
-
-
-
-
-
-
3,983
133 4,116
Other comprehensive income for the period 11, 12
-
-
-
-
-
160
-
153 313
Total comprehensive income for the period
-
-
-
-
-
160
3,983
286 4,429
Transactions with owners
Share capital reduction
10, 11
(21,667)
579
-
-
-
-
7,585
- (13,503)
Treasury shares movements
10, 11
-
(416)
-
-
-
-
(1,094)
- (1,510)
Share-based payments
11
-
-
-
-
139
-
-
- 139
Transactions with owners
(21,667)
163
-
-
139
-
6,491
Changes in ownership interests in
subsidiaries that do not result in a loss
of control
- (14,874)
Transactions with non-controlling interests
11, 12
-
-
-
-
-
-
-
- -
Balance at 30 June 2022
32,971
(1,054)
226
3,140
355
(5,004)
24,223
10,647 65,504

THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Condensed Consolidated Interim Statement of Cash Flows for the period of 6 months ended 30 June 2022

(Amounts expressed in thousands of Euros)
6 M *
Note 30.06.22 30.06.21
Cash flows from operating activities
Net cash from operating activities 854 2,436
Cash flows from investing activities
Proceeds:
Sale of associates and other participated companies 19 4
Sale of property, plant and equipment 5 8
Interest received 7 1
Dividends received 21 3 90
Payments: 34 103
Acquisition of property, plant and equipment (230) (280)
Acquisition of intangible assets (103) (2)
(333) (282)
Net cash used in investing activities (299) (179)
Cash flows from financing activities
Proceeds:
Proceeds from borrowings 13 - -
- -
Payments:
Repayment of borrowings 13 (2,700) (3,200)
Transactions with non-controlling interests 11, 12 - (1,040)
Payment of lease liabilities 13 (1,315) (1,269)
Interest paid
Purchase of treasury shares
10, 11 (336)
(1,510)
(410)
-
(5,861) (5,919)
Net cash used in financing activities (5,861) (5,919)
Cash and cash equivalents at 1 January 9 68,433 71,948
Net increase (decrease) of cash and cash equivalents (5,306) (3,662)
Effect of exchange rate changes on cash and cash equivalents (158) 250
Cash and cash equivalents at 30 June 9 62,969 68,536
6 M * - period of 6 months ended

For cash flows of discontinued operations see note 26.

THE CERTIFIED ACOUNTANT THE BOARD OF DIRECTORS

Selected Notes to the Condensed Consolidated Interim Financial Statements for the period of 6 months ended 30 June 2022

1. General information and activity

Novabase, Sociedade Gestora de Participações Sociais, S.A. - Public Company, with head office in Av. D. João II, 34, Parque das Nações, 1998- 031 Lisbon, Portugal, holds and manages financial holdings in other companies as an indirect way of doing business, being the Holding Company of Novabase Group. Novabase Group (hereinafter referred to as Novabase Group, Group or Novabase) refers to Novabase S.G.P.S., S.A. and the companies included in the respective consolidation perimeter, which are detailed and disclosed in note 6 in the consolidated financial statements of the 2021 Annual Report.

Novabase's activity is aggregated into 2 operating segments:

(i) Next-Gen (NG) - This area, which operates under the Celfocus commercial brand according to Novabase's brand architecture, develops activities of IT consulting and services with technology offerings that tend to be more advanced and targeted mainly to the Financial Services (Banks, Insurance and Capital Markets) and Telecommunications (Operators) industries, and to the most competitive markets (Europe and Middle East);

(ii) Value Portfolio (VP) - This area of Novabase, where the Neotalent commercial brand operates, develops activities of IT consulting and services of IT Staffing. It also develops a venture capital activity through Novabase Capital, S.C.R., S.A..

Novabase is listed on the Euronext Lisbon.

The share capital is represented by 31,401,394 shares (31.12.21: 31,401,394 shares), with all shares having a nominal value of 1.05 Euros each (31.12.21: 1.74 Euros). At 30 June 2022, Novabase held 1,003,988 own shares representing 3.20% of its share capital (31.12.21: 699,480 own shares representing 2.23% of the share capital).

The 2022 General Meeting of Shareholders held on 24 May elected two new members for the Board of Directors for the remainder of the current 2021/2023 term of office: Benito Vázquez Blanco, who replaced the director José Sancho García, following the resignation presented by this director, and Francisco Paulo Figueiredo Morais Antunes. The Board of Directors' composition at 30 June 2022 is disclosed on the Annex I to the Management Report.

These condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on 15 September 2022.

The 1st half of 2022 was marked by strong demand and good momentum in Novabase's target markets, which allowed to growth both the Turnover and the Operating Profit excluding Depreciation and amortisation (EBITDA) nearly 13% and 19%, respectively, compared to the same period of last year. No changes occurred in the composition of the Group or the reportable segments nor were recorded operations or items considered unusual this semester. The positive performance was recorded across businesses:

• Next-Gen reported sustained growth, with the Turnover rising 9% YoY, fully organic, and profitability (EBITDA) improving 5% YoY;

• Value Portfolio performed remarkably well, with the Turnover growing 23% YoY and the EBITDA margin increasing by 240 basis points YoY, to 15.0%, exceeding pre-pandemic levels.

In the 1st half of 2022, the pandemic situation improved considerably, unlike the first half of 2021 which was still affected by lockdowns. However, if the uncertainty regarding the pandemic has subsided, Russia's military invasion of Ukraine on 24 February 2022 has worsened the climate of global uncertainty. The geopolitical events in Ukraine are currently affecting global markets, logistics chains and economic developments in general, fuelling the inflationary pressures that had already been observed since the end of 2021 and the volatility on the financial markets. Although the Group has no direct exposure to Russian entities, the conflict may also have indirect impacts that, at the present time, cannot be estimated with a reasonable degree of confidence.

The Group is monitoring this situation, as well as the COVID-19 pandemic, giving priority to the implementation of all measures considered necessary on all stakeholders' best interest, and, despite the unpredictability of the business environment, the Group does not have or estimate to have, as of this date, significant effects that could jeopardize the continuity of its operations.

2. Significant accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2021, as described in those financial statements, except for the adoption of new standards, amendments and interpretations, effective as of 1 January 2022 (see note 2.2.). The accounting standards, amendments and interpretations issued, but which have not yet come into force, can also be analysed in note 2.2.

As mentioned in note 3 - Financial risk management policy in the consolidated financial statements of the 2021 Annual Report, the Group is exposed to several risks as a result of its normal activity, which are monitored and mitigated throughout the year. During the first six months of 2022, despite the context of increased and persistent macro-economic and geopolitical risks, there were no material changes that could significantly change the assessment of the risks to which the Group is exposed to. Similarly, the Group has not identified significant changes on its exposure to climate-related and other emerging risks, since the last annual reporting period up until 30 June 2022.

2.1. Basis of preparation

The condensed consolidated interim financial statements for the period of six months ended 30 June 2022 have been prepared in accordance with IAS 34 – 'Interim financial reporting'. These condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2021, which have been prepared in accordance with IFRS's, as adopted by the European Union (EU).

These consolidated financial statements were prepared and structured to present fairly the Group's operations, as well as its financial position, financial performance and cash flows. Focusing on the relevance of information, the financial statements include essentially an explanation of the significant events and transactions for an understanding of the major changes to the financial position and performance of the Group since the last annual financial report. Some of the notes from the 2021 Annual Report are omitted because no changes occurred, or they are not materially relevant for an understanding of the interim financial statements.

The Group's condensed consolidated financial statements were prepared on a going concern basis, based on the historical cost principle, except for assets and liabilities measured at fair value, that is, the financial assets at fair value through profit or loss and the derivative financial instruments.

These financial statements are presented in thousands of Euros (EUR thousand), rounded to the nearest thousand, except otherwise stated.

These financial statements have not been audited.

2.2. IASB new standards and amendments or IFRIC interpretations

New standards, amendments to existing standards and interpretations that became effective as of 1 January 2022

A number of amended standards became applicable for the current reporting period:

Standard, amendment or interpretation Description Issued in: Mandatory
application
on or after:
Amendment to IAS 16 – 'Property, plant and
equipment - Proceeds before intended use'
This amendment prohibits the deduction of amounts
received as consideration for items sold that resulted
from the production in test phase to the property, plant
and equipment, to the book value of those same assets.
14/May/20 1/Jan/22
Amendment to IFRS 3 – 'Business combinations -
Reference to the Conceptual Framework'
This amendment updates the references to the
Conceptual Framework in the text of IFRS 3, regarding
the identification of an asset or a liability within a
business combination, without introducing changes to the
accounting requirements for recording business
combinations.
14/May/20 1/Jan/22
Amendment to IAS 37 – 'Onerous contracts - cost
of fulfilling a contract'
This amendment specifies what are the costs that the
entity should consider when assessing whether a contract
is onerous or not. Only expenses directly related to the
performance of the contract are accepted.
14/May/20 1/Jan/22
Annual improvement cycle 2018 - 2020 Affects the following standards (themes): IFRS 1 - 'First
adoption of IFRS' (subsidiary as a first-time adopter of
IFRS), IFRS 9 - 'Financial instruments' (derecognition of
financial liabilities - costs incurred to be included in the
"10 percent" variation test), IFRS 16 - 'Leases' (lease
incentives) and IAS 41 - 'Agriculture' (taxation and fair
value measurement).
14/May/20 1/Jan/22

None of the amended standards applied by the Group for the first time in this period produced materially relevant impacts on the financial statements, nor retrospective adjustments were made as a result of its adoption.

New standards, amendments to existing standards and interpretations that will become effective in future financial years

A number of amended standards are of mandatory application in future financial years and the Group did not early adopt:

Standard, amendment or interpretation Description Issued in: Mandatory
application
on or after:
Amendment to IAS 1 – 'Presentation of financial
statements - Disclosure of accounting policies'
The amendment to IAS 1 requires companies to disclose
their material accounting policy information rather than
their significant accounting policies. To provide guidance
on how to apply the concept of materiality to accounting
policy disclosures, the IASB also amended IFRS Practice
Statement 2 – 'Making Materiality Judgements'.
12/Feb/21 1/Jan/23
Amendment to IAS 8 – 'Accounting policies,
changes in accounting estimates and errors -
Definition of accounting estimates'
This amendment introduces the definition of accounting
estimates and clarifies how companies should distinguish
changes in accounting policies from changes in accounting
estimates.
12/Feb/21 1/Jan/23
Amendment to IAS 12 – 'Income taxes - Deferred
tax related to assets and liabilities arising from a
single transaction'
This amendment clarifies how companies account for
deferred tax on transactions such as leases and
decommissioning obligations.
7/May/21 1/Jan/23
Amendment to IAS 1 – 'Presentation of financial
statements - Classification of liabilities as current
or non-current'
This amendment introduces a clarification on the
classification of liabilities as current or non-current
balances depending on the rights that an entity has to
defer its payment, at the end of each reporting period.
23/Jan/20 1/Jan/23 (1)

(1) Pending endorsement by the European Union.

No significant impacts on the Group's consolidated financial statements resulting from their adoption are estimated.

3. Critical accounting estimates and judgements

The preparation of interim financial statements requires Management to use judgement, and to make estimates and follow assumptions that impact the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Consequently, actual results may differ from these estimates.

The critical accounting estimates and judgments made in preparing these condensed consolidated interim financial statements are the same as those applied to the consolidated financial statements for the year ended 31 December 2021, being noteworthy the following regarding the COVID-19 pandemic and military conflict in Ukraine.

On the present date, and taking into account the above mentioned in note 1 - General information and activity and in note 4 - Critical accounting estimates and judgements disclosed in the notes to the 2021 consolidated financial statements, the Group does not foresee any changes in the most relevant estimates, namely in what concerns to goodwill impairment, fair value of financial instruments, impairment of financial assets and provisions.

4. Segment information

Novabase's activity is aggregated into two operating segments, Next-Gen and Value Portfolio, and no changes occurred in this interim period in the basis of segmentation or in the basis of measurement of segment's profit or loss in relation to the last annual financial statements.

Novabase's activity does not have, on a biannual basis, any significant seasonality.

Operating segments are reported consistently with the internal reporting that is provided to the Management, based on which it evaluates the performance of each segment and allocates the available resources.

The amounts reported in each operating segment result from the aggregation of the subsidiaries defined in each segment perimeter and the elimination of transactions between companies of the same segment.

The companies considered in each operating segment are presented in note 6 in the consolidated financial statements of the 2021 Annual Report. For the purposes of segment reporting, Novabase S.G.P.S., S.A. and Novabase Serviços, S.A. (companies including the Group's top management and shared services, respectively) are considered to be an integral part of the Value Portfolio segment.

Revenues from operating segments, as well as other measures of profit or loss and material items within the consolidated statement of profit or loss, can be analysed as follows:

Value
Portfolio Next-Gen Novabase
1st half of 2021
Total segment revenues1 22,469 50,686 73,155
Sales and services rendered - inter-segment 5,376 135 5,511
Sales and services rendered - external customers 17,093 50,551 67,644
Operating Profit 1,084 3,396 4,480
Finance results (133) (60) (193)
Share of loss of associates (30) - (30)
Income tax expense (139) (836) (975)
Profit from continuing operations 782 2,500 3,282
Profit from discontinued operations (note 26) 46 - 46
Other information:
Depreciation and amortisation (1,065) (733) (1,798)
(Provisions) / Provisions reversal 77 - 77
Net impairment losses on trade and other receivables 27 (93) (66)
Value
Portfolio Next-Gen Novabase
1st half of 2022
Total segment revenues1 26,222 55,277 81,499
Total segment revenues1 26,222 55,277 81,499
Sales and services rendered - inter-segment 5,197 229 5,426
Sales and services rendered - external customers 21,025 55,048 76,073
Operating Profit 2,010 3,773 5,783
Finance results (131) (332) (463)
Share of loss of associates (19) - (19)
Income tax expense (832) (359) (1,191)
Profit from continuing operations 1,028 3,082 4,110
Profit from discontinued operations (note 26) 6 - 6
Other information:
Depreciation and amortisation (1,139) (551) (1,690)
(Provisions) / Provisions reversal 61 357 418
Net impairment losses on trade and other receivables (57) 144 87

1 Net of intra-segment revenues (in the 1st half of 2021: EUR 7,994 thousand, of which EUR 2,510 thousand in Value Portfolio and EUR 5,484 thousand in Next-Gen, and in the 1st half of 2022: EUR 7,006 thousand, of which EUR 2,170 thousand in Value Portfolio and EUR 4,836 thousand in Next-Gen).

As part of the control of the strategic plan execution, Management monitors Turnover by geography, based on the location of the client where the project is delivered, being this geographical criterion also used for the disaggregation of revenue in investors presentations.

Sales and services rendered by geography are analysed as follows:

Value
Portfolio Next-Gen Novabase Total %
1st half of 2021
Sales and services rendered - external customers 17,093 50,551 67,644 100.0%
Portugal 10,271 18,202 28,473 42.1%
Europe and Middle East 6,283 29,036 35,319 52.2%
Rest of the World 539 3,313 3,852 5.7%
Value
1st half of 2022 Portfolio Next-Gen Novabase Total %
Sales and services rendered - external customers 21,025 55,048 76,073 100.0%
Portugal 12,086 20,560 32,646 42.9%
Europe and Middle East 7,919 32,026 39,945 52.5%

5. Property, plant and equipment

The amounts presented under 'Property, plant and equipment' heading comprise own assets and right-of-use assets. The movement in the net book value of property, plant and equipment, during the 1st half of 2022, was as follows:

Buildings and Basic Transport Furniture, fit.Other tangible
other constr. equipment equipment and equip. assets Total
Cost
Accumulated depreciation
27,380
(22,894)
8,120
(6,616)
1,767
(1,102)
1,731
(1,546)
12
(12)
39,010
(32,170)
Net book value at 31 December 2021 4,486 1,504 665 185 - 6,840
1st half of 2022
Net book value at 1 January
Acquisitions / increases
Write-offs / disposals
Depreciation
4,486
2
-
(1,061)
1,504
192
(5)
(333)
665
295
(10)
(183)
185
38
-
(27)
-
-
-
-
6,840
527
(15)
(1,604)
Net book value at the end of the period 3,427 1,358 767 196 - 5,748
Cost
Accumulated depreciation
27,382
(23,955)
8,274
(6,916)
1,840
(1,073)
1,762
(1,566)
12
(12)
39,270
(33,522)
Net book value at 30 June 2022 3,427 1,358 767 196 - 5,748

Acquisitions of property, plant and equipment refer to 'Basic equipment' for the operations, mainly comprised of laptops, and right-of-use assets of 'Transport equipment' (see detail below).

Depreciation is included in 'Depreciation and amortisation' heading in the statement of profit or loss.

The net book value of right-of-use assets by class of underlying asset, as well as movements during the period, are detailed as follows:

Buildings and
other constr.
Transport
equipment
Total
Cost
Accumulated depreciation
24,063
(19,884)
1,703
(1,038)
25,766
(20,922)
Net book value at 31 December 2021 4,179 665 4,844
1st half of 2022
Net book value at 1 January
Acquisitions / increases
Write-offs
Depreciation
4,179
2
-
(1,023)
665
295
(10)
(183)
4,844
297
(10)
(1,206)
Net book value at the end of the period 3,158 767 3,925
Cost
Accumulated depreciation
24,065
(20,907)
1,749
(982)
25,814
(21,889)
Net book value at 30 June 2022 3,158 767 3,925

Acquisitions of rights-of-use assets of 'Buildings and other constructions' refer to the remeasurement of two existing contracts dependent on an index or rate.

Acquisitions and write-offs of right-of-use assets of 'Transport equipment' are part of the usual renewal of the Group's fleet.

Information on the movements that occurred during the period in lease liabilities related to these right-of-use assets, namely, interest expense and lease payments, can be found in note 13.

6. Intangible assets

The movement in the net book value of intangible assets, during the 1st half of 2022, was as follows:

Intern. gener.Ind. prop. and Work in
intang. assets other rights progress Goodwill Total
Cost 10,568 9,884 240 11,501 32,193
Accumulated amortisation (10,476) (9,844) - - (20,320)
Net book value at 31 December 2021 92 40 240 11,501 11,873
1st half of 2022
Net book value at 1 January 92 40 240 11,501 11,873
Acquisitions / increases - - 103 - 103
Transfers 256 - (256) - -
Amortisation (75) (11) - - (86)
Net book value at the end of the period 273 29 87 11,501 11,890
Cost 10,824 9,884 87 11,501 32,296
Accumulated amortisation (10,551) (9,855) - - (20,406)
Net book value at 30 June 2022 273 29 87 11,501 11,890

Amortisation is included in 'Depreciation and amortisation' heading in the statement of profit or loss.

7. Deferred tax assets and liabilities

The movement in deferred tax assets was as follows:

30.06.22 31.12.21
Balance at 1 January 9,443 7,947
Profit or loss charge 340 1,474
Other comprehensive income charge - 22
Balance at the end of the period 9,783 9,443
The movement in the deferred tax liabilities was as follows:
30.06.22 31.12.21
Balance at 1 January - -
Profit or loss charge 456 -
Balance at the end of the period 456 -

For Novabase Group, the movement in deferred tax assets during the period without considering the offsetting of balances within the same tax jurisdiction is as follows:

Tax Provisions / Tax Losses /
Incentives Adjustments Other Total
Balance at 1 January 2021
Profit or loss charge
Other comprehensive income charge
7,053
1,729
-
894
(233)
-
-
(22)
22
7,947
1,474
22
Balance at 31 December 2021
Profit or loss charge
Other comprehensive income charge
8,782
340
-
661
-
-
-
-
-
9,443
340
-
Balance at 30 June 2022 9,122 661 - 9,783

8. Trade and other receivables

30.06.22 31.12.21
Trade receivables
Impairment allowance for trade receivables
44,248
(859)
38,666
(901)
43,389 37,765
Financial holdings disposal 215 -
Capital subscribers of FCR Novabase Capital +Inovação 1,898 1,898
Value added tax 2,747 2,144
Receivables from financed projects 1,412 1,402
Receivables from related parties (note 25 iii) 255 -
Prepayments to suppliers 193 71
Employees 22 6
Other receivables 412 406
Impairment allowance for other receivables (1,038) (1,058)
6,116 4,869
49,505 42,634

Movements in impairment allowances for trade and other receivables are analysed as follows:

Trade receivables Other receivables Total
30.06.22 31.12.21 30.06.22 31.12.21 30.06.22 31.12.21
Balance at 1 January 901 876 1,058 1,104 1,959 1,980
Impairment 297 437 - - 297 437
Impairment reversal (364) (119) (20) (46) (384) (165)
Exchange differences 73 39 - - 73 39
Write-offs (48) (332) - - (48) (332)
Balance at the end of the period 859 901 1,038 1,058 1,897 1,959

9. Cash and cash equivalents

With reference to the statement of cash flows, the detail and description of cash and cash equivalents is analysed as follows:

30.06.22 31.12.21
- Cash 40 19
- Short-term bank deposits 62,929 68,414
Cash and cash equivalents at the end of period 62,969 68,433
- Impairment allowance for short-term bank deposits (9) (2)
Cash and cash equivalents 62,960 68,431

Movements in impairment allowance for short-term bank deposits are analysed as follows:

30.06.22 31.12.21
Balance at 1 January 2 19
Impairment (note 22) 7 -
Impairment reversal (note 21) - (17)
Balance at the end of the period 9 2

10. Share Capital, share premium and treasury shares

No. Shares
(thousands)
Share
capital
Share
premium
Total
Balance at 1 January 2021 31,401 54,638 (1,177) 226 53,687
Treasury shares purchased - - (40) - (40)
Balance at 31 December 2021 31,401 54,638 (1,217) 226 53,647
Share capital reduction - (21,667) 579 - (21,088)
Treasury shares purchased - - (416) - (416)
Balance at 30 June 2022 31,401 32,971 (1,054) 226 32,143

According to the resolutions of the General Meeting of Shareholders of Novabase S.G.P.S. held on 24 May 2022, the reduction of the share capital from 54,638,425.56 Euros to 32,971,463.70 Euros was carried out, being the overall amount of the reduction 21,666,961.86 Euros, having the following purposes:

(a) the amount of 4,818,217.86 Euros was allocated to cover losses;

(b) the remaining amount of the reduction, corresponding to 16,848,744.00 Euros was destined to release excess capital, under the following terms: i) the amount of 3,346,144.58 Euros was transferred to free reserves; and ii) the amount of 13,502,599.42 Euros was attributed directly to the shareholders, corresponding to 0.43 Euros per share.

As a result of the share capital reduction, the value of 'Treasury shares' was adjusted in the amount of EUR 579 thousand against 'Reserves', in order to reflect the number of shares held by the Company at the new nominal value after this operation, of 1.05 Euros per share (see note 11). At 30 June 2022, the nominal value of all shares representing Novabase's share capital is 1.05 Euros.

The payment to the shareholders of the amounts freed as a result of the share capital reduction is to be settled at the reporting date (see notes 16 and 29).

At 31 December 2021, Novabase S.G.P.S. held 699,480 treasury shares, representing 2.23% of its share capital.

During the 1st half of 2022, Novabase acquired 304,508 treasury shares on the market, under the own shares buy-back programme, at the average net price of 4.959 Euros.

At 30 June 2022, Novabase S.G.P.S. held 1,003,988 treasury shares, representing 3.20% of its share capital.

It should also be noted that the Board of Directors approved the increase of the number of the shares to be repurchased under the buy-back programme, increasing in up to 118,000 the number of shares to be bough under the Buy-Back Programme, rising the maximum number of shares to be acquired up to 388,000 shares.

11. Reserves and retained earnings

Movements in 'Reserves and retained earnings' are analysed as follows:

30.06.22 31.12.21
Balance at 1 January 3,235 (4,124)
Profit for the previous year 8,706 7,486
(*) Share capital reduction 7,585 -
Exchange differences on foreign operations 160 (250)
Purchase and sale of treasury shares (note 10) (1,094) (71)
Share-based payments 139 175
Transactions with non-controlling interests - 19
Balance at the end of the period 18,731 3,235

(*) Corresponds to the amounts of EUR 4,818 thousand and EUR 3,346 thousand of the share capital reduction aimed at covering losses and increase free reserves, respectively, minus the EUR 579 thousand referred to the 'Treasury shares' caption adjustment (see note 10).

12. Non-controlling interests

30.06.22 31.12.21
Balance at 1 January 10,361 10,047
(*) Transactions with non-controlling interests - (1,059)
Distribution of dividends to non-controlling interests - (309)
Exchange differences on foreign operations 153 412
Profit attributable to non-controlling interests 133 1,270
Balance at the end of the period 10,647 10,361

(*) In 2021, the Group increased its interest in the subsidiary FCR NB Capital Inovação e Internacionalização, following a share capital return of the referred Fund to its Participants.

13. Borrowings

30.06.22 31.12.21
Non-current
Bank borrowings 7,300 9,400
Lease liabilities 2,009 3,017
9,309 12,417
Current
Bank borrowings 6,200 6,800
Lease liabilities 2,763 2,783
8,963 9,583
Total borrowings 18,272 22,000

The exposure of the Group's current bank borrowings to the contractual repricing dates are as follows:

6 months or
less
6 to 12
months
Between 1
and 2 years
Between 2
and 5 years
Over 5 years Total
Bank borrowings
Lease liabilities
2,700
1,381
4,100
1,402
4,200
2,331
5,200
686
-
-
16,200
5,800
At 31 December 2021 4,081 5,502 6,531 5,886 - 22,000
Bank borrowings
Lease liabilities
4,100
1,517
2,100
1,246
4,200
1,628
3,100
381
-
-
13,500
4,772
At 30 June 2022 5,617 3,346 5,828 3,481 - 18,272

The weighted average effective interest rate of bank borrowings at the reporting date is 1.494% (31.12.21: 1.457%). Lease liabilities are presented after discounting the future finance charges, which amounts to EUR 422 thousand at 30 June 2022 (31.12.21: EUR 446 thousand). The weighted average incremental borrowing rate used when determining the present value of future lease payments is 2.498% (31.12.21: 2.466%).

During the 1st half of 2022, loan repayments with banking institutions amounted to EUR 2.7 Million (30.06.21: EUR 3.2 Million). No new loans were contracted in the period, nor were renegotiated the conditions or covenants in relation to the loans existing at 31 December 2021.

At 30 June 2022, the Group was complying with all contractual covenants.

Movements in lease liabilities are as follows:

30.06.22 31.12.21
Balance at 1 January 5,800 8,325
Increases 297 1,133
Termination of lease contracts (10) (902)
Interest expense (note 22) 140 327
Lease payments (1,455) (3,083)
Balance at the end of the period 4,772 5,800

Note 5 provides information on the right-of-use assets of the Group related to these lease liabilities.

(a) Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

30.06.22 31.12.21
Cash and cash equivalents (amount before impairment losses)
Borrowings - repayable within one year (including overdrafts)
Borrowings - repayable after one year
62,969
(8,963)
(9,309)
68,433
(9,583)
(12,417)
Net debt 44,697 46,433
Cash
and cash
equivalents
due within
1 year
Bank borrow. Bank borrow.
due after
1 year
Lease
liabilities
due within
1 year
Lease
liabilities
due after
1 year
Net
debt
At 1 January 2021 71,948 (6,400) (16,200) (3,032) (5,293) 41,023
Cash flows
Acquisitions - lease liabilities
Effect of exchange rate changes
Other non-cash movements
(3,493)
-
(22)
-
6,400
-
-
(6,800)
-
-
-
6,800
2,756
-
-
(2,507)
-
(1,133)
-
3,409
5,663
(1,133)
(22)
902
At 31 December 2021 68,433 (6,800) (9,400) (2,783) (3,017) 46,433
Cash flows (5,306) 2,700 - 1,315 - (1,291)
Acquisitions - lease liabilities - - - - (297) (297)
Effect of exchange rate changes (158) - - - - (158)
Other non-cash movements - (2,100) 2,100 (1,295) 1,305 10
At 30 June 2022 62,969 (6,200) (7,300) (2,763) (2,009) 44,697

14. Provisions

Movements in provisions for other risks and charges are analysed as follows:

30.06.22 31.12.21
Balance at 1 January 3,391 5,233
Charge for the period (note 20) 11 318
Reversals / charge-off (note 20) (429) (2,160)
Balance at the end of the period 2,973 3,391

The amount of provisions for other risks and charges recognised in profit or loss and included in 'Other gains/(losses) - net' is EUR -418 thousand (30.06.21: EUR -77 thousand).

15. Other non-current liabilities

30.06.22 31.12.21
Acquisition of financial holdings
Research and development grants
-
406
1,698
422
406 2,120

'Acquisition of financial holdings' caption decreased this semester against the increase of the caption under the same designation in 'Trade and other payables' (see note 16), reflecting the classification as current - meaning, with a maturity of up to 12 months at the reporting date of amounts due for the acquisitions of Celfocus S.A. and of the non-controlling interests in the GTE Business (EUR 1,483 thousand and EUR 215 thousand, respectively).

16. Trade and other payables

30.06.22 31.12.21
Trade payables 4,509 4,508
Remunerations, holiday and holiday and Christmas allowances 14,049 9,705
Bonus 6,964 11,617
Acquisition of financial holdings (note 15) 3,174 1,500
Ongoing projects 3,004 2,480
Value added tax 1,340 1,305
Social security contributions 1,471 2,371
Income tax withholding 1,190 1,551
Shareholders (notes 10 and 29) 13,503 -
Employees 42 66
Stock options plan 775 443
Amount to be paid to non-controlling interests 2 88
Prepayments from trade receivables 2 2
Other accrued expenses 2,496 1,911
Other payables 139 228
52,660 37,775

The increase in 'Trade and other payables' reflects mainly the amount payable to 'Shareholders' as a result of the share capital reduction occurred in the period (see note 10).

17. Deferred income and other current liabilities

30.06.22 31.12.21
Consulting projects
Research and development grants
23,506
230
19,442
269
23,736 19,711

The balances with consulting projects refer to differences between the progress of projects and contractual invoicing times. This framework is typical of this industry.

18. External supplies and services

30.06.22 30.06.21
Subcontracts 17,272 15,833
Commissions and consultancy fees 1,066 1,000
Transportation, travel and accommodation expenses 1,149 312
Specialised services and rents 1,465 1,596
Advertising and promotion 176 192
Water, electricity and fuel 259 160
Communications 138 112
Insurance 174 221
Utensils, office supplies and technical documentation 480 421
Other supplies and services 356 233
22,535 20,080

Subcontract costs (amounts incurred for services rendered by external entities used by the Group to support projects for clients) increased year-on-year, in line with revenue growth. Spending on travel and accommodation expenses also increased, up to a pre-pandemic level (it is recalled that the 1st half of 2021 was still affected by lockdowns and travel restrictions as a result of the COVID-19 pandemic).

19. Employee benefit expense

30.06.22 30.06.21
Key management personnel compensation (note 25 i) 914 1,542
Wages and salaries of the employees 35,725 31,731
Employees social security contributions 6,891 6,055
Stock options granted (note 25 i) 471 16
Other employee expenses 2,509 1,843
46,510 41,187

The year-on-year increase of 'Employee benefit expense' is in line with the Turnover growth.

In the semesters ended 30 June 2022 and 2021 the average number of employees of the companies included in the consolidation was 2076 and 1806, respectively. At 30 June 2022, the number of employees was 2150.

20. Other gains/(losses) - net

30.06.22 30.06.21
Provisions for other risks and charges (note 14)
Other operating income and expense
418
(60)
77
(110)
358 (33)

21. Finance income

30.06.22 30.06.21
Interest received 11 5
Foreign exchange gains 470 234
Fair value of financial assets adjustment (note 27) 58 26
(*) Dividends of financial assets 3 90
Reversal of impairment losses on bank balances (note 9) - 11
542 366

(*) Dividends received on the investment in Globaleda, S.A..

22. Finance costs

30.06.22 30.06.21
Interest expenses
- Borrowings (114) (164)
- Lease liabilities (note 13) (140) (166)
- Other interest (4) -
Bank guarantees charges (8) (24)
Bank services and commissions (57) (42)
Foreign exchange losses (675) (136)
Fair value of financial assets adjustment (note 27) - (9)
Impairment losses on bank balances (note 9) (7) (18)
(1,005) (559)

23. Income tax expense

The Group's income tax expense for the period differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the country of the Parent-Company due to the following:

30.06.22 30.06.21
Earnings before taxes 5,301 4,257
Income tax expense at nominal rate (21% in 2022 and 2021) 1,113 894
Dividends - (19)
Autonomous taxation 164 142
Results in companies where no deferred tax is recognised (74) 29
Expenses not deductible for tax purposes (70) (99)
Differential tax rate on companies located abroad 67 19
Research & Development tax benefit (778) (350)
Municipal Surcharge and State Surcharge 105 149
Impairment of Special Payment on Account, tax losses and withholding taxes 204 53
Other 460 157
Income tax expense 1,191 975
Effective tax rate 22.5% 22.9%

24. Earnings per share

30.06.22 30.06.21
Weighted average number of ordinary shares in issue 30,575,241 30,724,783
Stock options adjustment 427,541 91,539
Adjusted weighted average number of ordinary shares in issue 31,002,782 30,816,322
Profit attributable to owners of the parent 3,983 3,277
Basic earnings per share (Euros per share) 0.13 Euros 0.11 Euros
Diluted earnings per share (Euros per share) 0.13 Euros 0.11 Euros
Profit from continuing operations attributable to owners of the parent 3,977 3,231
Basic earnings per share (Euros per share) 0.13 Euros 0.11 Euros
Diluted earnings per share (Euros per share) 0.13 Euros 0.10 Euros
Profit from discontinued operations attributable to owners of the parent 6 46
Basic earnings per share (Euros per share) - -
Diluted earnings per share (Euros per share) - -

25. Related parties

For reporting purposes, related parties include subsidiaries and associates, other participated companies classified as financial assets at fair value through profit or loss, shareholders and key elements in the management of the Group.

i) Key management personnel compensation

Remuneration assigned to the Board of Directors and other key management personnel, during the periods ended 30 June 2022 and 2021, are as follows:

30.06.22 30.06.21
Short-term employee benefits 884 1,217
Other long-term benefits 30 325
Stock options granted 471 16
1,385 1,558

The total variable remuneration assigned to the Board of Directors of Novabase S.G.P.S. and other key management elements of the Group, regardless the year of allocation, which payment is deferred, amounts to EUR 1,116 thousand (31.12.21: EUR 1,997 thousand).

At 30 June 2022, there are current receivable balances outstanding with key management personnel in the amount of EUR 8 thousand (31.12.21: EUR 4 thousand payable balances and EUR 4 thousand receivable balances).

ii) Balances and transactions with related parties

Balances and transactions with related parties are as follows:

Trade and Trade and
other receivables other payables
30.06.22 31.12.21 30.06.22 31.12.21
Associates - 47 - -
Other participated companies 2 1 - -
2 48 - -
Impairment allowances for trade and other receivables - -
2 48
Services rendered Supplementary income Interest received
30.06.22 30.06.21 30.06.22 30.06.21 30.06.22 30.06.21
Associates 45 91 - - - -
Other participated companies - 30 3 - 3 3
45 121 3 - 3 3

iii) Other balances with related parties

Non-current Current (note 8)
30.06.22 31.12.21 30.06.22 31.12.21
Associates - - - -
Other participated companies
Loan to Powergrid, Lda. 2,050 2,050 - -
Loan to Bright Innovation, Lda. 1,477 1,477 - -
Loan to Radical Innovation, Lda. 994 994 - -
Loan to Power Data, Lda. 248 248 - -
Loan to Glarevision, S.A. - 180 180 -
Loan to Probe.ly, Lda. - 75 75 -
Loan to Habit Analytics, Inc. 9 9 - -
4,778 5,033 255 -
Impairment allowance for loans to related parties (3,251) (3,251) - -
1,527 1,782 255 -

These loans take the legal form of quasi-equity supplementary payments.

Besides balances and transactions described in the tables above, no other balances or transactions exist with the Group's related parties.

26. Discontinued operations

In the 1st half of 2022, there were no material changes to Group's discontinued operations (for further information, please refer to note 39 of the consolidated financial statements for the year ended 31 December 2021). Highlights go to the following:

  • 'Results from discontinued operations' amounted EUR 6 thousand (30.06.21: EUR 46 thousand) and refer mainly to the recovery of debts considered uncollectible in the IMS Business;
  • 'Liabilities from discontinued operations' decreased EUR 378 thousand to EUR 3,953 thousand (31.12.21: EUR 4,331 thousand), fundamentally due to the use of Representations and Warranties provisions associated with the GTE Business.

The cash flows of discontinued operations are as follows:

30.06.21
COLLAB GTE IMS Novabase
Net cash from operating activities (1)
35
(690) - (655)
Net cash from investing activities - - - -
Net cash from financing activities - (4) - (4)
35 (694) - (659)
30.06.22
COLLAB GTE IMS Novabase
Net cash from operating activities - (420) 9 (411)
Net cash from investing activities - - - -
Net cash from financing activities - (5) - (5)
- (425) 9 (416)

(1) Includes EUR 46 thousand related to the cash inflow of the first-year earn-out on the Collab's sale, presented under 'Net cash from investing activities' in the first-half of 2021 financial statements and reviewed to 'Net cash from operating activities' in the audited 2021 financial statements, in accordance with IAS 7.16.

27. Fair value measurement of financial instruments

The Group's financial assets and liabilities measured at fair value are the following:

  • Derivative financial instruments (assets and liabilities) – Refer to the forward foreign exchange contracts ("FX Forwards") used to manage the Group's exposure to foreign exchange risk, which arise from transactions in currencies different from Euro performed by some of the subsidiaries, primarily in U.S. Dollars, but also from the Group's presence in several markets, namely in Angola. Although contracted to hedge foreign exchange risks according to the Group's financial risk management policies, changes in fair value of these derivatives are included in the consolidated statement of profit or loss, since the instruments do not comply with all the requirements of IAS 39 to qualify for hedge accounting.
  • Financial assets at fair value through profit or loss – This category includes certain interests of the Group in companies mainly held through its Venture Capital Funds, NB Capital Inovação e Internacionalização and Novabase Capital +Inovação, and the participation units held in FCT - Labour Compensation Fund (the full list of these assets can be found in note 10 in the consolidated financial statements of the 2021 Annual Report).

The Group classifies its financial instruments into the three Levels of fair value hierarchy prescribed under the accounting standards:

  • Level 1: The fair value of financial instruments is based on quoted prices in active and liquid markets at the reporting date.
  • Level 2: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. Main inputs used on these valuation models are based on observable market data.
  • Level 3: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques, and the main inputs are not based on observable market data.

At 30 June 2022 and 31 December 2021, the Group's financial assets and financial liabilities measured and recognised at fair value on a recurring basis are as follows:

30.06.22 31.12.21
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets at fair value
Financial assets at fair value through profit or loss 724 - 12,983 690 - 12,925
Derivative financial instruments - 57 - - 16 -
724 57 12,983 690 16 12,925
Financial liabilities at fair value
Derivative financial instruments - 160 - - 71 -
- 160 - - 71 -

The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as at 30 June 2022.

The Group also has a number of financial instruments which are not measured at fair value in the statement of financial position. At 30 June 2022, the fair values of these instruments are not materially different to their carrying amounts, since the interest receivable / payable is either close to current market rates or the instruments are short-term in nature.

A. Valuation techniques

Specific valuation techniques used to determine fair values of financial instruments include:

  • For FCT participation units – fair value is based on the observable quote of the Participation Units (PU's) at the reporting date (Level 1 in the fair value hierarchy).
  • For derivative financial instruments (namely the FX Forwards) – fair value is calculated by using the Market-to-Market (MtM) quotes provided by the dealers with whom those transactions were entered with. Those valuations represent the dealers current estimate of the value of the transaction or instrument as at the specified date (Level 2 in the fair value hierarchy).
  • For other financial instruments (where FCR NB Capital Inovação e Internacionalização and FCR Novabase Capital +Inovação' participated companies are included) – fair value is determined using valuation models and financial theories in which the significant inputs are unobservable (Level 3 in the fair value hierarchy). The discounted cash flow method is used, considering a 5-year business plan forecasted by Management.

B. Fair value measurements using significant unobservable inputs (Level 3)

The following table presents the changes in Level 3 instruments for the half-year ended 30 June 2022:

30.06.22 31.12.21
Balance at 1 January
Profit or loss charge (notes 21 and 22)
12,925
58
12,024
901
Balance at the end of the period 12,983 12,925

Net fair value adjustments of Level 3 instruments recorded in this period refer to the appreciation of the investments in Globaleda, S.A. (EUR 44 thousand) and in FCR Istart I (EUR 14 thousand). Positive fair value adjustments were recognised in profit or loss and included in 'Finance income' (see note 21).

There were no transfers between the Levels 3 and 2 for the purposes of fair value measurement in the 1st half of 2022. There were also no changes made to any of the valuation techniques applied as of 31 December 2021.

The quantitative information about the significant unobservable inputs used in Level3fair value measurement of Feedzai, S.A., the main asset in this category representing approximately 87% of these instruments at 30 June 2022, as well as the relationship of some of those unobservable inputs to fair value (for illustrative purposes only) is set out below. No changes were made to the inputs used in Feedzai's valuation at 30 June 2022, as the Group considered that no material changes occurred in the first-half 2022, that could significantly affect the inputs used in the valuation. The inputs will be evaluated/reviewed with reference to 31 December 2022.

Feedzai
Discount rate (post-tax) 12.9%
Perpetual growth rate 0.5%
Annual average growth rate of turnover 46.9%

According to sensitivity analyses performed, a possible increase or decrease of 1 percentage point in WACC would result in a Feedzai's fair value change of approximately EUR -1,088 thousand and EUR +1,292 thousand, respectively. As for a possible increase or decrease of 0.5 percentage point in the perpetual growth rate implicit in the calculation of the Terminal Value of the valuation, with all other variables held constant, would result in a fair value change of approximately EUR +414 thousand and EUR -382 thousand, respectively.

The Group has a team responsible for the Level 3 fair value measurements of the companies held by NB Capital Inovação e Internacionalização and Novabase Capital +Inovação, which reports directly to the Chief Financial Officer (CFO). Discussions of valuation processes and results are held between the CFO and the valuation team at least once every six months, in line with the Group's half-yearly reporting periods to the market.

The main Level 3 inputs used by the Group in measuring the fair value of financial instruments are derived and evaluated as follows:

  • Discount rates: These are determined by calculating the weighted average cost of capital ("WACC") for each participated company in each Fund. To calculate the cost of capital, the return on the risk-free asset corresponds to the average yield of the 10-year Portuguese Bonds for the 12 months previous to valuation (risk-free), plus the risk premium for Portugal (Market Risk Premium) at the time of valuation, where the risk factor referring to the participated company (beta) is obtained through the average of comparable companies listed in the stock markets. Finally, a conservative risk premium (alpha) is added to the cost of capital. To calculate the cost of the financial debt of each participated company, the risk-free cost of capital is used, to which a spread is added depending on the risk rating of the participated company to be evaluated, all adjusted by the corporate tax rate to be paid.
  • Growth rates of turnover: The evolution of this indicator is made individually for each participated company after an in-depth analysis of the evolution of each company's business as well as its growth prospects. The growth prospects of the market as a whole in which the participated company operates are also taken into account, considering not only the growth of the market itself but also the evolution of the company's product and its fit in the market and prospects for expansion into new markets.
  • Perpetual growth rates: In all participated companies, the perpetual growth rate is +0.5%.
  • Risk adjustments specific to the counterparties (including assumptions about credit default rates): Adjustments for risks specific to the counterparties are mostly reflected in the discount rates calculated for each participated company. Novabase's valuation team analyses the several risks of each company individually, reflecting the necessary adjustments to the WACC, whenever justified.

Changes in Level 2 and 3 fair values are analysed at the end of each reporting period during the half-yearly valuation discussion between the CFO and the valuation team. As part of this discussion, it is considered whether the inputs of the models initially used in its measurement became, for instance, observable and whether they have adherence to the financial instrument under analysis. If the inputs are observable and representative, Novabase changes the category from Level 3 to Level 2.

28. Contingencies

At 30 June 2022, Novabase has no contingencies to disclose.

29. Events after the reporting period

In the second half of 2022 and up to the date of issue of this report, the following material events occurred:

Payment of released amounts following the share capital reduction

On 27 July 2022, the payment of the amounts corresponding to the part of the share capital reduction reserved for direct attribution to the shareholders was executed, with a gross amount per share of 0.43€. The total amount paid, which represents a cash outflow from the Group, corresponded to EUR 13,063 thousand, while the amount concerning own shares held was EUR 440 thousand.

30. Note added for translation

These financial statements are a free translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.

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II. SECURITIES HELD BY CORPORATE BODIES

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SECURITIES ISSUED BY THE COMPANY AND COMPANIES IN A CONTROL OR GROUP RELATIONSHIP WITH NOVABASE S.G.P.S., HELD BY MEMBERS OF THE CORPORATE BODIES OF NOVABASE S.G.P.S.

Share capital Total
number of
shares /
quotas
No. shares /
quotas held
by corporate
bodies at
31.12.21
Transactions No. shares /
quotas held
by corporate
bodies at
30.06.22
% held by
corporate
bodies at
30.06.22
Novabase S.G.P.S., S.A. 32,971,464 € 31,401,394 17,556,114 60,000 13,037,261 41.5%
HNB - S.G.P.S., S.A. (a) 10,810,823 0 10,810,823 34.4%
IBI - Information Business Integration, A.G. (b) 4,549,188 60,000 N/A -
Pedro Miguel Quinteiro Marques de Carvalho 2,097,613 0 2,097,613 6.7%
Manuel Saldanha Tavares Festas 74,986 0 74,986 0.2%
Francisco Paulo Figueiredo Morais Antunes (c) N/A 0 30,335 0.1%
María del Carmen Gil Marín 23,001 0 23,001 0.1%
João Luís Correia Duque 500 0 500 0.0%
Luís Paulo Cardoso Salvado 1 0 1 0.0%
Álvaro José da Silva Ferreira 1 0 1 0.0%
José Afonso Oom Ferreira de Sousa 1 0 1 0.0%
José Sancho García (d) 0 0 N/A -
Benito Vázquez Blanco (c) N/A 0 0 0.0%
Rita Wrem Viana Branquinho Lobo Carvalho Rosado 0 0 0 0.0%
Madalena Paz Ferreira Perestrelo de Oliveira 0 0 0 0.0%
Álvaro José Barrigas do Nascimento 0 0 0 0.0%
Fátima do Rosário Piteira Patinha Farinha 0 0 0 0.0%
KPMG & Associados – S.R.O.C., represented by
Susana de Macedo Melim de Abreu Lopes 0 0 0 0.0%
Maria Cristina Santos Ferreira 0 0 0 0.0%
NBASIT - Sist. Inf e Telecomunicações, S.A. 47,500,000 AOA 100,000 600 0 800 0.8%
Álvaro José da Silva Ferreira 400 0 400 0.4%
Luís Paulo Cardoso Salvado 200 0 200 0.2%
Francisco Paulo Figueiredo Morais Antunes (c) N/A 0 200 0.2%

(a) José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira are the controlling shareholders and directors of HNB - S.G.P.S., S.A., having executed a shareholder's agreement concerning the entirety of the share capital of this company.

(b) Ceased to be considered as collective person closely associated to director as of 24 May 2022, following the exit of the director José Sancho García of the Board of Directors of Novabase.

(c) Designated as member of the Company's corporate bodies as of 24 May 2022.

(d) No longer belongs to the Company's corporate bodies as of 24 May 2022.

Novabase reports in the above table the securities held directly by members of the board of directors and supervisory bodies of the Company or by the persons closely associated to them.

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STATEMENT OF COMPLIANCE

NOVABASE S.G.P.S., S.A.

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Statement of the Board of Directors (Free translation from the original version in Portuguese) SIGNED ON THE ORIGINAL

Pursuant to the terms of section c) of paragraph 1 of article 29-J of the Portuguese Securities Code, the members of the Board of Directors of Novabase, Sociedade Gestora de Participações Sociais, S.A., below identified declare, in the quality and scope of their duties as referred to therein, that to the best of their knowledge and based on the information to which they had access within the Board of Directors:

(i) the information contained in the condensed consolidated interim financial statements and all other accounting documentation required by law or regulation, regarding the period of six months ended 30 June 2022, was prepared in compliance with the applicable accounting standards and gives a true and fair view of the assets and liabilities, financial position and results of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter; and

(ii) the interim management report faithfully states the evolution of the businesses, of the performance and of the position of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter, containing namely an accurate description of the main risks and uncertainties which they face.

Lisbon, 15 September 2022

Luís Paulo Cardoso Salvado Chairman and Director with delegated powers (CEO)

Álvaro José da Silva Ferreira Director with delegated powers

Director with special responsibilities Francisco Paulo Figueiredo Morais Antunes

María del Carmen Gil Marín Director with special responsibilities

Rita Wrem Viana Branquinho Lobo Carvalho Rosado Non-Executive member of the Board

Non-Executive member of the Board José Afonso Oom Ferreira de Sousa

Madalena Paz Ferreira Perestrelo de Oliveira Non-Executive member of the Board

Pedro Miguel Quinteiro Marques de Carvalho Non-Executive member of the Board

Benito Vázquez Blanco Non-Executive member of the Board

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