Novabase SGPS

Regulatory Filings • Nov 4, 2019

Relevant Information

Novabase sells the Government, Transport and Energy business to VINCI Energies

Lisbon, 4 November 2019

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, that has entered today into a sales and purchase agreement, together with its indirect subsidiary Novabase Consulting SGPS, S.A., with VINCI Energies Portugal, S.A. ("VINCI Energies"), for the sale of its "Application and Data Analytics" business for the Government, Transport and Energy ("GTE Business"), through (i) the sale of the shares representing the entire share capital of Novabase Digital S.A., as well as (ii) the transfer of the economic value and of employees assigned to the GTE Business who are in other companies of the Group.

The purchase and sale will take place in the coming months, subject to the verification of several conditions precedent which are usual in similar transactions, including the nonopposition of the Portuguese Competition Authority (Autoridade da Concorrência).

The agreed purchase price is of €33,000,000.00 (thirty-three million euros), to be paid on the completion date and subject to any eventual adjustments as foreseen in the sales and purchase agreement. As a matter of fact, depending on the final performance of the GTE Business in the financial year of 2019, it may be added a potential earn-out of € 3,000,000.00 (three million euros) to the agreed purchase price.

The GTE Business currently employs almost 400 (four hundred) employees and represents a turnover of €35,000,000.00 (thirty-five million euros) in 2018.

João Nuno Bento, CEO of Novabase, declared: "It is with great confidence in the future that we announce the sale of this asset to VINCI Energies. VINCI Energies has already shown in previous transactions to be an entity that fully recognizes the importance to the people moving with the business, welcoming them and offering them development and growth opportunities. For Novabase, this operation will accelerate the execution of its strategy,

freeing up significant resources for the investments we intend to make and to honour the commitments we have recently made to our shareholders, recently disclosed to the market.".

Pedro Afonso, CEO of VINCI Energies in Portugal stated that: "This Novabase Business is already a reference in know-how and offers sophistication within the European framework. This acquisition consolidates VINCI Energies' growth and development strategy in Portugal, through it's AXIANS brand, already established as one of the main partners of private and public organisations in the digital transformation area, with vertical specialization.".