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Novabase SGPS

AGM Information May 22, 2024

1943_iss_2024-05-22_539868a4-dba7-4d2e-a495-cef67ebdee6a.pdf

AGM Information

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Relevant Information

Annual General Meeting of Shareholders

Lisbon, 22 May 2024

The Annual General Meeting of Shareholders of NOVABASE – Sociedade Gestora de Participações Sociais, S.A. (hereinafter referred to as "Novabase") was held this afternoon. The following resolutions were adopted, in accordance with the terms of the proposals submitted under the several items of the agenda and previously disclosed:

  • 1) Election of the members of the Board of the General Meeting for the three-year period 2024-2026, as per the shareholder proposal presented;
  • 2) Approval of the Management Report (which includes the Corporate Governance Report and the Report of the Board of Directors on remunerations as attachment) and Accounts for the 2023 financial year, in accordance with the terms proposed by the Board of Directors;
  • 3) Approval of the proposal to appropriate the 2023 profits and to distribute profits and free reserves in cash as described below, where the shareholders can alternatively opt for the allotment of shares of the same class to be issued by the Company for this purpose:
    • a) From the annual net profits: From the total of €37,512,116.20, the amount of €37,403,968.17, i.e., €1.41 per share corresponding to the total number of shares representing the share capital, has been allocated to pay out dividends to shareholders, and the remainder, corresponding to €108,148.03, has been transferred to retained earnings;
    • b) From the retained earnings; an amount corresponding to €1,591,658.22, has been allocated to free reserves, and the amount of €10,080,502.06 to be distributed to shareholders from the free reserves,

which, all together amounts to €47,484,470.23, resulting in a gross dividend per share of €1.79.

4) Approval of a share capital increase from the current amount of €795,829.11 to the amount of up to €1,142,186.67, through the issue of up to 11,545,252 new ordinary shares, to be subscribed and paid up by shareholders who opt to receive new shares, through cash contributions corresponding to the allotment of all or part of the relevant cash dividend, and the delegation of powers to the Board of Directors to implement the share capital increase approved and to accordingly amend Article 4

of the Company's Articles of Association to reflect the new amount of the Company's share capital, in accordance with the share capital that will actually be subscribed;

  • 5) Removal of the shareholders' (legal) pre-emption right to subscribe to the share capital increase above mentioned;
  • 6) Approval of a general appraisal to the Board of Directors and to the Audit Board and all its respective members, as well as to the Chartered Auditor, as per the shareholder proposal presented;
  • 7) Election of the members of the corporate bodies and the Remuneration Committee for the three-year period 2024-2026, as per the shareholder proposal presented;
  • 8) Election of the effective and deputy Chartered Accountant of the Company, for the three-year period 2024-2026, in the terms proposed by the Audit Board;
  • 9) Approval of acquisition and disposal of own shares;
  • 10) Approval of the remuneration of the Remuneration Committee, as per the shareholder proposal presented.

Therefore, under the terms resolved in the meeting, the corporate bodies, the Remuneration Committee and the Chartered Accountant of Novabase will be the following for the 2024-2026 term of office:

Board of the General Meeting

Chairman: Catarina Maria Marante Granadeiro Secretary: Diogo Ferreira da Fonseca Pinto

Board of Directors

Chairman: Luís Paulo Cardoso Salvado Member: Álvaro José da Silva Ferreira Member: Francisco Paulo Figueiredo Morais Antunes Member: María del Carmen Gil Marín Member: José Afonso Oom Ferreira de Sousa Member: Pedro Miguel Quinteiro Marques Carvalho Member: Benito Vázquez Blanco Member: Madalena Paz Ferreira Perestrelo de Oliveira Member: Rita Wrem Viana Branquinho Lobo Carvalho Rosado

Audit Board

Chairman: Álvaro José Barrigas do Nascimento Member: Fátima do Rosário Piteira Patinha Farinha

María Gil Marín Chief Investors Office Tel: +351 21 3836300 Fax.: +351 21 3836301 [email protected] Novabase – Sociedade Gestora de Participações Sociais, SA Company issuing shares admitted to trading on a regulated market Registered Office: Av. D. João II, nº 34, Parque das Nações, 1998-031 Lisbon Share Capital: €795,829.11 Lisbon Commercial Registry Office registration and legal person number 502.280.182

Member: João Luís Correia Duque Deputy member: Manuel Saldanha Tavares Festas

Remunerations Committee

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

Chartered Accountant

Effective: ERNST & YOUNG AUDIT & ASSOCIADOS – SROC, S.A., represented by Luís Miguel Gonçalves Rosado Deputy: Rui Abel Serra Martins

In view of the approval of the proposals relating to items Two, Three, Four and Five on the agenda, Novabase will, on this date, pursuant to and for the purposes of Article 1(5)(g) of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017, publish an information document on the payment of the dividend on new Novabase shares, which will include more detailed information on the number and nature of the shares, as well as the reasons for and characteristics of the distribution of these shares and the relevant timetable.

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