Novabase SGPS

AGM Information • Sep 26, 2019

Relevant Information

Extraordinary General Meeting of Shareholders

Lisbon, 26 September 2019

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 interim balance sheet with reference to 30 June 2019.
• 2) Distribution of reserves and retained earnings, in accordance with the terms proposed by the Board of Directors, including payment to the shareholders of € 11,304,501.84 (eleven million, three hundred and four thousand, five hundred and one euros and eighty-four cents), from the distributable reserves and retained earnings, corresponding to a total of € 0.36 (thirty-six euro cents) per share, as related to the total number of shares issued.
• 3) Approval of the reduction of the share capital of the Company from € 15,700,697 (fifteen million, seven hundred thousand, six hundred and ninety-seven euros) to € 11,304,501.84 (eleven million, three hundred and four thousand, five hundred and one euros and eighty-four cents), with the purpose of release excessive capital, to be carried out:
  • a) by means of the reduction of the nominal value of all the shares representing the share capital, from € 0.50 (fifty euro cents) to € 0.36 (thirty-six euro cents); and
  • b) with the direct attribution to the shareholders of the amounts released, in the amount of € 4,396,195.16 (four million, three hundred and ninetysix thousand, one hundred and ninety-five euros and sixteen cents), corresponding to € 0.14 (fourteen euro cents) per share, in relation to the total number of shares issued.

Within this context, it was also approved that, as a result of the share capital reduction, paragraph 1 of article 4 of the Articles of Association is amended, to be read as follows:

"ARTICLE4

María Gil Marín Chief Investors Office Phone: +351 21 3836300 Fax.: +351 21 3836301 investor.relations@novabase.pt Novabase – Sociedade Gestora de Participações Sociais, SA Public Company Registered Office: Av. D. João II, nº 34, Parque das Nações, 1998-031 Lisboa Share Capital: € 15,700,697 Lisbon Commercial Registry Office registration and legal person number 502.280.182

1. The share capital, fully subscribed and paid up, is eleven million, three hundred and four thousand, five hundred and one euros and eighty-four cents and is represented in thirty one million, four hundred and one thousand, three hundred and ninety four shares with a nominal value of thirty six cents each."

4) The approval of the increase of the share capital from € 11,304,501.84 (eleven million, three hundred and four thousand, five hundred and one euros and eighty-four cents) to € 54.638.425,56 (fifty four million, six hundred and thirty eight thousand, four hundred and twenty five euros and fifty six cents) by incorporation of the amount of € 43.333.923,72 (forty three million, three hundred and thirty three thousand, nine hundred and twenty three euros and seventy two cents) from the share premium reserve, through an increase of the nominal value of all the shares representing the share capital in the amount of € 1.38 (one euro and thirty-eight cents), as a result of which each share shall have the nominal value of € 1.74 (one euro and seventy-four cents).

Within this context, it was also approved that, as a result of the share capital increase, paragraph 1 of article 4 of the Articles of Association is amended and paragraph 2 of the same article deleted, with the consequent renumbering of the remaining paragraphs of the aforementioned article, to be read as follows:

"ARTICLE 4

1. The share capital, fully subscribed and paid up, is of fifty four million, six hundred and thirty eight thousand, four hundred and twenty five euros and fifty six cents, and is represented by thirty one million, four hundred and one thousand, three hundred and ninety four shares with a nominal value of one euro and seventy four cents each.

2. [corresponds to the previous wording of paragraph 3 of article 4.]

3. [corresponds to the previous wording of paragraph 4 of article 4.]

4. [corresponds to the previous wording of paragraph 5 of article 4.]"

• 5) The approval the possible implementation of a medium or long-term plan to grant a variable remuneration to the members of the Board of Directors of the Company and to employees of Novabase or in other companies of the Novabase group, based on the performance of Novabase's shares, as well as the approval of the regulation of the aforementioned plan.
• 6) The approval a buy-back programme of own shares of Novabase Sociedade Gestora de Participações Sociais, S.A.
• 7) The approval of the election of Paulo Jorge de Barros Pires Trigo as a new member of the Board of Directors of the Company, to complete the term of office corresponding to the triennium of 2018-2020, thus

amending the composition of the Company's Board of Directors, towards its amplification from eight to nine members, for the aforementioned period.

8) The resolution proposal corresponding to Item 8 in the Agenda, regarding the election of Jose Sancho García as a new member of the Board of Directors of Novabase to complete the remaining period of the term of office 2018-2020, was rejected by majority of the votes cast.

The aforementioned Item 8 in the Agenda was added following the request of the shareholder IBIM 2 Limited, as previously disclosed.