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Novabase SGPS

AGM Information May 25, 2021

1943_iss_2021-05-25_2202c50f-5394-4874-ab36-163509cc22c6.pdf

AGM Information

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Relevant Information

Annual General Meeting of Shareholders

Lisbon, 25 May 2021

The Annual General Meeting of Shareholders of Novabase – Sociedade Gestora de Participações Sociais, S.A. (hereinafter referred to as "Novabase" or "Company") 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, except as otherwise provided below:

  • 1) Approval of the Management Report (which includes the Corporate Governance Report as attachment) and of the Accounts for the 2020 financial year, in accordance with the terms proposed by the Board of Directors.
  • 2) Allocation of results as proposed by the Board of Directors, with the transfer of the individual net result of the financial year ended on 31 December 2020, in the negative amount of € 3,375,247.79 (three million, three hundred and seventy five thousand, two hundred and forty seven euros and seventy nine cents), to the retained earnings account. Notwithstanding the aforementioned individual net result, Novabase presented a consolidated net result of € 7,486,060.77 (seven million, four hundred and eighty six thousand, sixty euros and seventy seven cents), in the same financial year ending on 31 December 2020.
  • 3) 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.
  • 4) To resolve on the election of the members of the corporate bodies and of the Remunerations Committee for the 2021-2023 term of office.

In the context of this item of the agenda, the proposal on the election of the members of the corporate bodies and the Remunerations Committee for the 2021-2023 triennium presented by the shareholder HNB - SGPS, S.A. ("HNB") and previously disclosed to the market was approved by the shareholders under the applicable legal terms. However, the representative of the shareholder IBIM2 Limited, holder of shares representing more than 10% of the share capital of Novabase, that voted against the aforementioned proposal, presented during the discussion of this item a proposal for the election of José Sancho García for the office of member of the Board of Directors of Novabase for the 2021-2023 triennium, in representation of Novabase's minority shareholders holding more than 10% of the Company's share capital that voted against HNB's proposal, under the terms and for the purposes of paragraphs 6, 7 and 8 of article 392 of the Portuguese Companies Code.

In the context of the discussion of this item of the agenda, the aforementioned proposal of the shareholder IBIM 2 Limited was submitted to the appreciation of the minority shareholders of Novabase holding more than 10% of the share capital of the Company that voted against HNB's proposal. Within such context, IBIM 2 Limited proposal has been approved.

Thus, under the terms and for the purposes of paragraphs 6, 7 and 8 of article 392 of the Portuguese Companies Code, the last member of the list of candidates for the Board of Directors included in the proposal submitted by HNB – Francisco Morais Antunes – was replaced by José Sancho García, whose election was approved under the terms aforementioned.

Therefore, under the terms resolved within this item on the agenda, the corporate bodies and the Remuneration Committee of Novabase will have the following composition for the 20121- 2023 triennium:

Board of the General Meeting

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

Board of Directors

Chairman: Luís Paulo Cardoso Salvado Member: Álvaro José da Silva Ferreira Member: María del Carmen Gil Marín Member: Rita Wrem Viana Branquinho Lobo Carvalho Rosado Member: José Afonso Oom Ferreira de Sousa Member: HNB – Sociedade Gestora de Participações Sociais, S.A., which indicates Madalena Paz Ferreira Perestrelo de Oliveira to exercise the office in her own name, within the terms and for the purposes of paragraph 4 of article 390 of the Companies Code Member: Pedro Miguel Quinteiro Marques Carvalho Member: José Sancho García

Audit Board

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

5) Approval of the election of KPMG & Associados – SROC, S.A., represented by Paulo Alexandre Martins Quintas Paixão, as effective Chartered Accountant of the Company, and

of Maria Cristina Santos Ferreira, as deputy Chartered Accountant of the Company for the 2021-2023 term of office, in the terms proposed by the Audit Board.

  • 6) Approval of the proposal of the Remuneration Policy for members of the management and supervisory bodies of the Company, pursuant to the Portuguese Securities Code, as amended by the Law no. 50/2020 of 25 August, as presented by the Remunerations Committee.
  • 7) Approval of the acquisition and disposal of own shares
  • 8) Approval of the remuneration of the members of the Remunerations Committee.

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