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Novabase SGPS

AGM Information Mar 13, 2023

1943_iss_2023-03-13_4f1a5ace-e1c2-4ba3-93e2-9fa663dac0f8.pdf

AGM Information

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Extraordinary General Meeting of Shareholders

Lisbon, 13 March 2023

The Extraordinary 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) Approval of the Company's individual balance sheet, with reference to 31 December 2022
  • 2) Approval of the reduction of the share capital of the Company from € 32,971.463.70 (thirty two million, nine hundred and seventy one thousand, four hundred and sixty three euros and seventy cents) to € 942,041.82 (nine hundred and forty-two thousand, forty-one euro and eighty-two cents) with the overall amount of the reduction in the amount of € 32,029,421.88 (thirty two million, twenty nine thousand, four hundred and twenty one euros and eighty eight cents), being destined to release excess capital and transferred in its entirety to free reserves.

The reduction of the share capital of the Company under the terms mentioned above it results in a reduction of the nominal value of the shares representing the share capital of the Company by the amount of € 1.02 (one euro point two cents), which after such reduction will have a nominal value of € 0.03 (three cents).

Still within this context, it was further approved that, as a result of the share capital reduction, paragraph 1 of article 4 of the by-laws is amended so as to reflect the new share capital.

3) Approval of the reduction of the share capital of the Company by up to 235,510.47 € (two hundred thirty five thousand five hundred ten euros and forty seven cents), corresponding to the cancellation of up to 7,850,349 (seven million, eight hundred and fifty thousand, three hundred and forty-nine) own shares that may be acquired in the context of the partial and voluntary tender offer for the acquisition of own shares, preliminarily announced by the Board of Directors on 16 February 2023, pursuant to article 463 number 2 and article 317 number 3, paragraph b), all of the

Portuguese Companies Code, with the reduction being intended for the special purpose of the implementation of the Offer and releasing capital in excess.

Within this context it was further approved the acquisition of up to 7,850,349 (seven million, eight hundred and fifty thousand, three hundred and forty-nine) own shares, for implementation of this capital reduction resolution, in the context of the Offer launched following the publication of the preliminary announcement, under the terms and conditions set forth therein.

Still within this context, it was further approved that paragraph 1 of article 4 of the by-laws is amended so as to reflect the share capital after the reduction, depending on the own shares effectively acquired under the Offer

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