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ISS - completion of the sale of Novabase Neotalent S.A. to Conclusion Group B.V.

Company: Novabase SGPS Date: 2023-12-18 Language: English Register to download

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## **Privileged Information**

## **Completion of the sale of NOVABASE NEOTALENT S.A. to CONCLUSION GROUP B.V.**

**Lisbon, 18 December 2023**

Novabase - Sociedade Gestora de Participações Sociais, S.A. ("Novabase") hereby informs, under the terms and for the purposes of Article 17 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014, that it has completed today, together with its indirect subsidiary Novabase Consulting SGPS, S.A., (as seller), the sale to CONCLUSION GROUP B.V. (hereinafter "CONCLUSION", and a subsidiary of the latter as buyer) of its IT Staffing business through the disposal of all the shares held by the seller in Novabase Neotalent S.A., corresponding to 95.003% of the shares representing the respective share capital, which holds the entire share capital of Novabase Neotalent España, S.A.U. (the latter two together, "Neotalent"), under the terms of the contract whose execution was disclosed to the market on 12 October 2023.

The completion took place after verification that the conditions precedent to the contract had been met.

The price paid on the date hereof by the buyer was 51.1 million euros, comprising certain adjustments to the price verified since the date of signing of the contract, subject still to other adjustments under the terms of the contract, to which may be added an additional amount of up to 0.95 million euros ("earn-out"), subject, notably, to the full compliance with the Transitional Services Agreement ("TSA"), entered into in the context of this transaction and through which services will be provided to Neotalent by a Novabase group company, under the terms and conditions set out therein, to be paid at the end of the TSA, the maximum duration of which may be up to 18 months.

Novabase also clarifies that, in view of the above, it is still not possible to precisely estimate the capital gain that Novabase will earn as a result of the completion of the transaction.

| María Gil Marín                | Novabase – Sociedade Gestora de Participações Sociais, SA                                            |
|--------------------------------|------------------------------------------------------------------------------------------------------|
| Chief Investors Office         | Company with shares admitted to trading on a regulated marketSede: Av. D. João II, nº 34, Parque das |
| Tel: +351 21 3836300           | Nações, 1998-031 Lisboa                                                                              |
| Fax: +351 21 3836301           | Share Capital: €795.829,11                                                                           |
| investor.relations@novabase.pt | Registration number at the Lisbon Commercial Registry Office and legal person 502.280.182            |

Without prejudice to the above, with the information available on the date hereof, Novabase updates the estimated capital gain, disclosed on 12 October 2023, to between 26 million euros and 33 million euros, disregarding the impact, still unforeseeable on the date hereof, of the positive and negative constraints of the final consideration, as well as the potential earn-out. Novabase will provide additional information in this regard, in accordance with the law, if and when relevant circumstances materialize and justify it. This range of values indicated above is therefore a mere estimate and does not convey any definitive value.

Finally, as mentioned in the disclosure of October 12, this transaction accelerates Novabase's growth strategy, focusing all its resources and energies on the international expansion of the Next-Gen business, particularly in the areas of Cognitive and Analytics.

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