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Novabase SGPS

AGM Information May 22, 2025

1943_iss_2025-05-22_3e31a64d-8e43-45fb-b37d-bcc2d8b53e2c.pdf

AGM Information

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Annual General Meeting of Shareholders

Lisbon, 22 May 2025

The Annual 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 Management Report (which includes as attachment the Sustainability Statement, the Corporate Governance Report and the Report of the Board of Directors on remunerations) and Accounts for the 2024 financial year, in accordance with the terms proposed by the Board of Directors;
  • 2) Approval of the proposal to appropriate the 2024 profits and to distribute profits as described below, where the stakeholders can, in whole or in part, alternatively opt for the allotment of shares of the same class to be issued by the Company for this purpose:
    • i. An amount corresponding to €26,164.86, to the reintegration of the legal reserve;
    • ii. An amount corresponding to €48,278,972.70, i.e., €1.35 per share, corresponding to the total number of shares representing the share capital, has been allocated to pay out dividends to shareholders;
    • iii. The remainder, including the amount of dividends that was not distributed, on the relevant payment date, to the treasury shares held by the Company or to shares legally deemed equivalent, has been transferred to retained earnings;
  • 3) Approval of a share capital increase from the current amount of €1,072,866.06 to the amount of up to €1,348,263.30, through the issue of up to 9.179.908 new ordinary shares, to be subscribed and paid up by shareholders who opt to receive new shared, through cash contributions corresponding to the allotment of all or part of the relevant cash dividend, and the delegation of powers to the Board of Directors to implement the share capital increase approved and to accordingly amend Article 4 of the Company's Articles of Association to reflect the new amount of the Company's share capital, in accordance with the share capital that will actually be subscribed;

  • 4) Removal of the shareholders' (legal) pre-emption right to subscribe to the share capital increase above mentioned;
  • 5) 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;
  • 6) Approval of the Remuneration Policy for the members of Company's Management and Supervisory Bodies presented by the Remuneration Committee;
  • 7) Approval of the acquisition and disposal of own shares, under the terms proposed by the Board of Directors;

In face of the approval of the proposals relating to Items One, Two, Three and Four on the agenda, Novabase will, on this date, pursuant to and for the purposes of Article 1(5)(g) of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017, publish an information document on the payment of the dividend on new Novabase shares, which will include more detailed information on the number and nature of the shares, as well as the reasons for and characteristics of the distribution of these shares and the relevant timetable.

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