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Novabase SGPS

M&A Activity Jan 9, 2020

1943_iss_2020-01-09_a120e02e-a37a-43d1-b5a1-c2894e7c3068.pdf

M&A Activity

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Relevant Information

Completion of the sale of the Government, Transport and Energy business to Vinci Energies

Lisbon, 9 of January 2020

Novabase, Sociedade Gestora de Participações Sociais, S.A. ("Novabase"), a publicly held company, hereby discloses to the market, under the terms and for the purposes of article 248.º of the Portuguese Securities Code, the completion, on this date, of the sale, together with its indirect subsidiary Novabase Consulting SGPS, S.A., to VINCI Energies Portugal, S.A., of the "Application and Data Analytics" business for the Government, Transport and Energy ("GTE Business"), under the terms of the sale and purchase agreement whose signing was disclosed to the market on 4 November 2019 (the "Agreement").

Completion took place after verification of the relevant conditions precedent under the Agreement.

The purchase price paid by the purchaser was €33M (thirty-three million euros), subject still to positive and negative adjustments as foreseen in the Agreement. As previously disclosed, a potential earn-out of €3M (three million euros) may be added to the purchase price, depending on the final performance of the GTE Business in the financial year of 2019.

Moreover, Novabase clarifies that due to the positive or negative price adjustment clauses agreed between the parties, it is not possible to estimate at this stage, with precision, the final consideration which may be obtained with the transaction, and thus the capital gain/loss which Novabase may have with the completion of the transaction. Therefore, and without prejudice to the foregoing, based on data existing as at today's date, Novabase sees no reason for updating its estimation disclosed on 7 November 2019 of capital gain/loss falling within the range of €12M (twelve million euros) to €15M (fifteen million euros), disregarding the impact, which cannot be foreseen on the date hereof, of the positive and

negative conditioning circumstances applying to the final consideration. Novabase will provide additional information in this respect, under the legal requirements, if and when such conditioning circumstances materialise and so justify. The above range of amounts is, therefore, a mere estimate, and does not entail any definitive amount.

Finally, as referred in the notice dated 4 November 2019, the major relevance of the transaction for Novabase resides in the freeing up of resources achieved by it for the objectives of the Strategic Update 2019+ disclosed to the market on 25 July 2019.

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