Novabase SGPS — Annual Report 2025

Apr 29, 2026

25

NOVABASE ANNUAL REPORT 2025

PDF/printed version of the financial statements.

In the event of conflict between this version and the ESEF version, the later version prevails.

NOVABASE MANAGEMENT REPORT 2025

CONTENTS

Chairman and CEO's Message	05
Highlights 2025	07
•Activity	08
•Financial Highlights	09
Corporate Governance	11
Financial and Stock Performance	13
•Relevant Information	14
•Key Figures	15
•Segment Information	20
•Stock Performance	23
•Risks	24
•Outlook	28
•Subsequent Events	29
Corporate Bodies	30
Proposal for the Allocation of Results	33
Annexes To The Management Report	35
•Shareholders with Qualifying Stakes	36
•Stakes Held by Members of the Board of Directors and Supervisory	37
Bodies
•Management Transactions	39
•Own Shares Transactions	42
Sustainability Statement	49
•General Disclosures	50
•Environment	64
•Social	80
•Governance	100
•Entity-specific topics	107
•Disclosure requirements stipulated in the ESRS	111
Financial Statements	118
•Consolidated Statement of Financial Position	120
•Consolidated Statement of Profit or Loss	121
•Consolidated Statement of Comprehensive Income	122
Audit Board And Statutory Auditor Reports, and Independent	123
Limited Assurance Report
•Report and Opinion of the Audit Board	124
•Statutory and Auditor's Report	127
•Independent Limited Assurance Report	132

CHAIRMAN AND CEO'S MESSAGE

Luís Paulo Salvado Chairman/CEO Novabase

Dear Shareholders,

We have entered a new phase of technological evolution, marked by the transition from digital systems to intelligent systems.

Over the past decades, organizations have automated tasks, digitalized processes and integrated data across virtually all activities. This has led to the emergence of systems capable of interpreting information, supporting decisionmaking and, in some cases, executing actions autonomously.

When data, artificial intelligence and operational processes function in an integrated way, systems no longer merely support organizations' operations; they begin to actively shape how organizations learn, make decisions and evolve. We refer to this new generation of systems as Next-Gen Intelligence.

This transformation is not merely technological; it represents a structural — and even cultural — change.

In this environment, where artificial intelligence is advancing rapidly, markets remain volatile and value chains continue to reorganize, companies must continuously adapt while maintaining strategic focus.

It is within this context that, in 2025, we accelerated the transformation of our business. We reduced our exposure to less differentiated activities, strengthened our focus on higher value-added offerings and increased execution discipline across the organization.

Our 2025 results clearly reflect this shift.

Despite a 7% decrease in Revenue, total EBITDA increased by 16% and Net Profit from continuing operations nearly doubled. In the Next-Gen segment, EBITDA margin reached 15.2%, the highest level ever recorded and three percentage points above 2024.

Net Profit decreased by 15% due to the recognition of negative foreign currency translation reserves amounting to €5.6 million, with no cash impact, following the sale of our Angolan subsidiary, as previously anticipated in prior Annual Reports.

Net Cash stood at €31 million, an improvement of €7 million excluding the 2025 shareholder remuneration. Given the strength of our balance sheet, the Board of Directors will propose a shareholder remuneration of €0.40 per share at the next Annual General Meeting.

Total Shareholder Return reached 71%, significantly outperforming benchmark indices — EuroStoxx Technology at 12% and PSI All-Share at 29%. Since the announcement of our strategy in July 2019, cumulative return has reached 667%, compared with 126% and 70%, respectively. These figures demonstrate consistent execution and sustained value creation.

Geographically, operations in the Middle East were negatively impacted by the depreciation of the US dollar and increased geopolitical tensions. In contrast, Europe consolidated its position as our main growth engine, supported by significant commercial wins in AI-driven operational transformation offerings, particularly in Autonomous Networks. Today, we serve 6 of the top 10 telecommunications operators in EMEA.

Our Next-Gen Intelligence strategy has evolved from a vision into an operational platform. It is no longer about applying (Gen)AI or Advanced Analytics to isolated use cases, but about redesigning critical processes, systematically automating decisionmaking, and embedding intelligence across our clients' planning, operational and execution cycles. This integration — combining data, AI and

delivery capability — underpins our competitive differentiation.

This performance reflects the contribution of all those who have worked alongside us and to whom we would like to express our recognition:

• To clients and partners, for the trust they place in our work and for the high standards with which they continually challenge us to evolve.
• To employees, for the ingenuity, dedication and professionalism with which they tackle complex challenges every day and transform knowledge into solutions.
• To the members of the Board of Directors and other governing bodies, for their strategic guidance, sense of responsibility and spirit of collaboration.
• And to our shareholders, for their continued support of the Novabase project.

In 2026, we will continue to allocate capital toward our most scalable and margin-accretive offerings, further repositioning our portfolio toward areas where we have technological differentiation and a direct impact on our clients' operational performance.

Today, we operate with a more focused and more profitable business model, positioning us to capture the opportunities arising from the AI Transformation cycle reshaping our industry.

Given Novabase's core strengths technological specialization, close relationships with clients, experience in complex systems and a strong engineering culture — we believe we have the right ingredients to succeed in this new paradigm.

6

ACTIVITY HIGHLIGHTS 2025

News

8

• • AI & GenAI Pioneer Innovation Award | Celfocus won the award at The Fast Mode Awards 2025 with Vodafone, recognising the impact of the Field Technician Assist solution across Vodafone's European markets.
• • Top 100 Global Innovators | Celfocus was listed in The Fast Mode 100 Solution Providers Edition 2025.
• • Catalyst Award at DTW Ignite 2025 | Celfocus won the "Outstanding Catalyst Tech for Good" award at the TM Forum Innovation Awards.
• • Agentic AI at Scale | Celfocus showcased its work at Google Cloud Day Lisbon 2025 as gold partner.
• • Crypto Fund Infrastructure | Celfocus technology powers the management of 3 Comma Capital, Portugal's first cryptocurrency fund.
• • Innovative Platform to Manage Carbon Emissions | Celfocus, with Nova SBE, INESC-ID and Fundão Municipality, developed a digital platform to measure, reduce and offset carbon emissions.
• • GenAI Talent Pipeline | 12-hour hackathon under Celfocus Insider, an open day for students to explore future tech.
• • Data Science & AI Community | Celfocus joined Data Science Portuguese Association, reinforcing its commitment to data-driven innovation and its "Making data actionable" motto.
• • HR Tech Innovation | Celfocus won the "Service Delivery Technological Innovation" award (HR Portugal Awards 2025).
• • Wellbeing & Sustainability initiative | Regular fresh fruit offerings with Equal Food at our offices, supporting wellbeing and reducing food waste.
• • "Acting with a Purpose" Programme | Social responsibility initiatives with Professional Women's Network, Comunidade Vida e Paz and Happy Code (Technovation Girls).
• • 2025 Client Survey | Results showed continued progress in service delivery and client engagement.
• • Sale of Subsidiary NBASIT | The Angolan divestment concluded the Group's exit from the IT Staffing business.
• • Shareholder Payout of €1.35 per share | The 2025 Annual General Meeting endorsed a total dividend distribution of €48.3m.
• • Share Capital Increase of €14.0m | Novabase issued 2,656,771 new shares to shareholders electing the scrip dividend option.

FINANCIAL HIGHLIGHTS

Amounts in euro millions (€m), except otherwise stated

EBITDA 0 5m 10m 15m 20m 13.1 2024 2025 15.2

International Business (%)

Talent (Average No.)

2024 2025

EPS (€/share)

Market Capitalization

CORPORATE GOVERNANCE

Novabase has been a publicly traded company since July 2000. It operates according to a governance model whose suitability and performance are assessed regularly by the Board of Directors to help optimize its performance in closer alignment with the interests of all stakeholders – those interested in Novabase's corporate activities, namely shareholders, investors, customers, suppliers, other business partners and employees.

In view of the mounting challenges of internationalization and competition revolving around Novabase's business, the corporate governance system in place at the company needed to be brought up to date by simplifying and streamlining company bodies and procedures, so as to tailor existing solutions to the Company's size and specific circumstances.

Therefore, beginning in 2015, Novabase adopted a reinforced Latin corporate governance model comprised of a Board of Directors, Audit Board and Statutory Auditor (ROC). In this model, a substantially more agile day-to-day management structure was implemented, with the Board of Directors able to delegate the day-to-day running of the Company to one or more directors (managing directors) or to an Executive Committee of three to nine members.

Following the General Meeting of Shareholders of 22 May 2024 (which, among other decisions, elected the members of the corporate boards and Remuneration Committee for three-year period of 2024-2026), for the purpose of continuing with a substantially more agile day-to-day management structure, the elected Board of Directors decided to keep Novabase's daily management under managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira, thereby not creating an Executive Committee for this term of office. The elected Board of Directors also decided to grant special responsibilities to directors Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, pursuant to article 407, paragraph 1 of the Commercial Companies Code. The activities of these managing directors are supervised by the non-executive directors.

Moreover, Novabase has a General Meeting board elected for three-year terms of office, along with a Remuneration Committee appointed by the General Meeting of Shareholders to establish the remuneration of each corporate board member, in accordance with the Remuneration Policy passed by the General Meeting of Shareholders on 25 May 2021 and ratified at the General Meeting of Shareholders on 22 May 2025.

The Company also designates a Secretary and respective substitute, under the terms of article 446-A of the Commercial Companies Code, to perform the duties established by law.

Novabase constantly analyses the implementation of this model in order to refine its corporate governance practices, whenever possible, and tailor the model to the demands and challenges faced by the Company.

FINANCIAL AND STOCK PERFORMANCE

RELEVANT INFORMATION

Completion of NBASIT sale

The sale of the Angolan subsidiary concluded the exit from the IT Staffing business

• On 24 January 2025, Novabase entered into a sale and purchase agreement with the local promoter, Mr. Vinhas Lobo, as buyer, for the disposal of 99.2% of the share capital of its Angolan subsidiary NBASIT, S.A., for a total consideration of €99,200, of which €9,920 was paid on signing, with €89,280 payable on completion.
• On the same date, the subsidiaries Novabase Business Solutions, S.A. and Novabase IMS 2, S.A. entered into an agreement for the assignment of claims against NBASIT of €358k and €2,510k, respectively, arising in the course of their business activities.
• Completion of the sale was subject to several conditions precedent, including receipt in full of the consideration for the assignment of claims to be acquired by the buyer within a maximum of 12 months, with control transferring to the buyer upon satisfaction of the final condition precedent.
• The sale was concluded on 7 November 2025, after the conditions precedent were satisfied. As a result, Novabase recognised, in the results for the 2025 financial year, a capital gain of €31k – below the previously disclosed estimated capital gain of €45k – and a negative currency translation reserve of €5.6m, as anticipated in the 2023 and 2024 Reports and Accounts, with no cash impact.
• This transaction concluded the exit from the IT Staffing business, following the sale of the Neotalent entity in Portugal and Spain in 2023, and it will allow Novabase to focus on developing its strategy around Next-Gen Intelligence solutions.

KEY FIGURES

Turnover

7% YoY decrease reflects intentional selectivity and enhanced focus on profitability

Breakdown by Geography1 (%)

EBITDA

16% YoY growth, with margin expansion of 240 bps

EBITDA is an Alternative Performance Measure (APM) used by Novabase to evaluate the profitability of the business and the capacity to generate resources through its operating activities.

EBITDA is defined as Operating Profit excluding Amortization and Depreciation and any nonoperating costs that may occur (for example restructuring costs). The Operating Profit is the item of the Consolidated Statement of Profit or Loss, which is an integral part of this Consolidated Report and Accounts, more directly reconcilable and more relevant to this APM.

Net Profit

15% YoY decrease from non-operating, non-cash FX recycling effects2

EBITDA to Net Profit

The growth in Profit from Continuing Operations was supported by higher EBITDA, the non‑recurrence of prior‑year restructuring costs and improved financial results.

The excess restructuring provision from 2024 was reversed, and financial results incorporated a fair value change in a Venture Capital investment, also affecting Non-Controlling Interests.

The evolution of Discontinued Operations was driven by the -€5.6m non‑cash impact from recycling FX translation reserves on the sale of the Angolan subsidiary, leading to a 15% decline in Net Profit.

Net Cash

Net Cash of €30.6m, after €1.35/share payment

Net Cash increased by €6.9m in 2025 - excluding the €47.3m outflow for shareholder remuneration and the €14.0m inflow from share capital increase – and includes €2.9m arising from M&A transactions and Venture Capital portfolio disposals.

Of the €30.6m Net Cash position, €1.7m relates to Non-Controlling Interests (versus €2.3m in 2024).

The Board of Directors intends to propose to the next General Meeting of Shareholders a shareholder remuneration of €0.40 per share.

Net Cash is an Alternative Performance Measure (APM) used by Novabase to assist in the analysis of the Company's liquidity and capacity to meet its commitments.

The detail and breakdown of Net Cash is as follows:

Amounts expressed in thousands of Euros (€k)	2024	2025
Cash and cash equivalents	62,747	30,693
Treasury shares held by the Company (1) (2)	3,888	6,218
Bank borrowings - Non-Current	(6,311)	(4,036)
Bank borrowings - Current	(3,276)	(2,275)
Net Cash	57,048	30,600

	2024	2025
No. treasury shares held by the Company	658,921	710,636
Closing price @ last tradable day (€)	5.900	8.750
Treasury shares held by the Company (€k)	3,888	6,218

Capital Expenditure

CapEx of €1.9m

CapEx amounted to €1.9m in 2025 (€2.5m in 2024) and is divided into two parts:

• Work in progress, in the amount of €1.3m, mostly related to development projects; and
• Property, plant and equipment (excluding right-of-use assets), in the amount of €0.6m, referring essentially to the acquisition of basic equipment for the operations.

1 Determined by multiplying the number of treasury shares held by the Company at the end of the period by the share price on the last tradable day. 2 At the end of 2025, treasury shares represented 1.85% of Novabase's share capital (1.84% in 2024).

CapEX is an Alternative Performance Measure (APM) used by Novabase to analyse how much of its cash flow is invested in fixed assets necessary to maintain or increase the operational capacity of the business.

CapEX is defined as payments related to the acquisition of property, plant and equipment and intangible assets, disclosed as investment activities in the Consolidated Statement of Cash Flows, which is an integral part of this Consolidated Report and Accounts.

Talent

Talent pool of 1262 employees

Talent pool reduced by 5% YoY (1325 in 2024), following the late-2024 restructuring aimed at strengthening operational efficiency.

SEGMENT INFORMATION

Novabase's activity is organised into two operating segments: Next-Gen and Value Portfolio

NEXT-GEN: Novabase's core segment, which operates under the Celfocus commercial brand according to Novabase's brand architecture. It develops an IT activity with technology offerings that tend to be more advanced and targeted mainly to the Financial Services and Telecommunications industries and to the most competitive markets (Europe and the Middle East).

VALUE PORTFOLIO: Segment including the venture capital activity developed through Novabase Capital, S.C.R., S.A.. For reporting purposes, Value Portfolio segment includes the Group's holding.

Next-Gen

Breakdown by Industry (%)

Next-Gen Turnover decreased 7% YoY, driven by deliberate selectivity and profitability focus, particularly in the Middle East.

Multi-industry approach, but still Telco dominance.

Breakdown by Geography

International business accounted for 67% of Next-Gen's Turnover, with Europe & Middle East target markets representing 94% of that amount.

Middle East operations were affected by greater commercial selectivity and enhanced profitability discipline.

EBITDA

Next-Gen EBITDA increased 16% YoY, supported by the 2024 year‑end restructuring. Profitability rose 3pp YoY, reaching its highest level ever at 15.2%.

following the late-2024 restructuring. The TTM attrition rate3 of Next-Gen stood at 10.8% (10.1% in 2024), remaining at a low level.

Next-Gen talent pool reduced by 5% YoY,

Total number of clients4 % Revenues from Top Tier clients5

The client base expanded by 4% YoY.

Value Portfolio

Value Portfolio made a marginal contribution to total activity in 2025, recording Turnover of €11k (€11k in 2024) and an average of 11 employees (11 in 2024). EBITDA for this segment was -€3.7m (-€3.2m in 2024), essentially reflecting central structure costs.

3 Determined by the formula: number of leaves at the employee's initiative ÷ average number of employees, for the Trailing 12 Months.

4 Client is defined as the decision-making client.

5 Top Tier clients (>€1m) considers the Trailing 12 Months.

STOCK PERFORMANCE

Novabase and the Market

Total Shareholder Return of 71%, clearly outperforming the benchmark indices

Novabase's TSR increased 71% in 2025, clearly outperforming the benchmark indices EuroStoxxTechnology (+12%) and PSI All-Share (+29%). In price returns, the share was up 48%, compared with +3% and +24%, respectively.

In 2025, Novabase paid a shareholder remuneration of €1.35 per share.

Cash contributions from shareholders electing the scrip dividend supported a €14.0m share capital increase6 through the issuance of 2,656,771 new shares, admitted to trading on Euronext Lisbon on 30 June.

Novabase acquired 99,661 shares on the market under the buy-back programme and transferred 47,946 shares for the settlement of Share‑Based Payment options. At year-end 2025, Novabase held 710,636 own shares (1.85% of share capital).

Market Capitalization at 31 December 2025 was €336.2m, with a TTM price-to-sales ratio of 2.70x.

The Board of Directors intends to submit to the General Meeting of Shareholders on 22 May a proposal for a €0.40/share distribution.

RISKS

Financial Risks

Novabase is exposed to a range of financial risks arising from its operations, namely foreign exchange risk, interest rate risk (cash flows and fair value), credit risk, liquidity risk and capital risk. The evolution of financial markets is continuously monitored in line with the Group's risk management policy, in order to minimize potential adverse effects on its financial performance.

In 2025, the European Central Bank (ECB) continued to reduce its key interest rates, driven by the slowdown in Eurozone inflation, which stood at around 1.9%, according to data released by Eurostat on 19 January 2026. The sharp depreciation of the dollar against the euro was another major theme of 2025, largely explained by US administration policies, with the tariffs announced by Trump affecting US inflation expectations. Looking ahead to 2026, the significant escalation of geopolitical tensions in the Middle East, the evolution of the conflict in Ukraine and the outlook for peace, as well as other current or potential geopolitical shocks, add further uncertainty. The performance of the main European economies and the evolution of US–China trade relations are additional sources of economic uncertainty.

Further information on each of the financial risks to which Novabase is exposed, listed below, can be found in the note on "Financial risk management policy" included in the Financial Statements, which forms an integral part of this Annual Report, and to which reference is hereby made.

Foreign exchange risk

Novabase is exposed to foreign exchange risk, primarily due to U.S. Dollar exposure, as some subsidiaries conduct transactions in this currency, but also from exposures to the British Pound, Egyptian Pound and Saudi Riyal.

The finance department is responsible for monitoring exchange rate movements in these currencies to mitigate their impact on consolidated results. Whenever exchange rate expectations justify it, the Group seeks to enter into hedging transactions against adverse movements using derivative financial instruments.

Interest rate risk (cash flows and fair value)

Interest rate risk reflects the possibility of fluctuations in the amount of future finance charges on borrowings, arising from changes in market interest rates.

The cost of the Group's financial debt is indexed to short-term benchmark interest rates, which are reviewed at intervals of up to one year and include risk premiums negotiated on a timely basis. Accordingly, changes in interest rates may affect Novabase's results.

Novabase's exposure to interest rate risk arises from holding financial assets and liabilities contracted at fixed and/or variable rates. In the case of fixed rates, the Group faces a fair value risk on those assets or liabilities, as any change in market interest rates entails an opportunity cost. In the case of variable rates, such changes have a direct impact on the amount of interest payable, thereby leading to cash flow fluctuations.

The exposure to interest rate risk is continuously monitored by the finance department. Interest rate risk management aims to reduce the volatility of interest charges.

Credit risk

Novabase's credit risk management is carried out both at the level of the business units, for customer receivables, and at the consolidated level, for all active positions in financial instruments.

Credit risk arises from cash and cash equivalents, derivative financial instruments, and credit exposures to customers, including receivables and committed transactions. With regard to banks and financial institutions, only entities with recognised credibility in the sector are accepted. Customer credit risk management is carried out based on credit limit ranges, taking into account the customer's financial position and historical business relationship with the Group.

Liquidity risk

Prudent liquidity risk management requires maintaining sufficient cash or liquid financial instruments, ensuring access to financing through an adequate amount of credit facilities, and having the ability to close out market positions.

Management monitors updated forecasts of Novabase's liquidity reserve (unused credit facilities and cash and cash equivalents) based on expected cash flows, taking into account the remaining contractual maturities of financial liabilities and the expected dates of inflows from financial assets. In addition, regular monitoring is carried out on the concentration of maturities of Novabase's borrowings and financial liabilities.

Capital risk

Novabase's objectives regarding capital management, which is a broader concept than the capital disclosed on the face of the consolidated statement of financial position, are:

• 1. Safeguard the Group's ability to continue as a going concern, thereby providing returns to shareholders and benefits to other stakeholders;
• 1. Maintain a sound capital structure to support the development of its business;
• 1. Maintain an optimal capital structure that enables the Group to reduce its cost of capital.

Management monitors the Return on Capital ratio7 , which measures the extent to which Novabase generates cash flows relative to the capital it has invested in its business.

Emerging Risks

In addition to the financial risks inherent to its activity, Novabase is also exposed to operational and business risks, which may translate into threats or opportunities, and for which appropriate mitigation strategies are proactively developed. The following should be highlighted:

Cyber-risks

The increasing integration and sophistication of technology have heightened companies' exposure to various types of cyber-risk (e.g. large-scale cyber-attacks, data breaches and destruction, attempted extortion, etc.), with potential financial, operational and reputational impacts. The widespread adoption of remote work, geopolitical conflicts and the growing use of generative artificial intelligence (AI) in cyber‑attacks have significantly increased exposure to this risk.

The World Economic Forum's Global Cybersecurity Outlook 2025 report confirms that 72% of organizations reported an increase in cyber-risk, with generative AI and skills shortages emerging as critical challenges. Nearly 47% of organizations identify adversarial advances driven by generative AI (GenAI) as their primary concern, as these enable more sophisticated and scalable attacks.

Novabase has been continuously strengthening its measures to mitigate this risk, under the direct oversight of the Chief Information Security Officer, namely by investing in procedural and technological controls and by training employees on best practices for remote work, cybercrime, awareness and the responsible use of AI.

Talent retention risk

Novabase's ability to successfully deliver its strategy depends on attracting and retaining the most qualified and competent employees for each role.

The accelerating digital transformation and new labour dynamics that emerged since the pandemic, driven by fierce competition for scarce talent, have created major challenges to talent management, resulting in higher IT salary levels and increased difficulties in attracting - and especially retaining talent.

The HR 2025 Barometer, conducted by the Kaizen Institute in partnership with Hays Portugal, reveals that talent shortages and wage competitiveness continue to challenge companies. According to the study, talent retention continues to rely on benefits and compensation, which 74% of organizations consider only partially competitive.

Novabase's human resource policies are aligned with its strategic objectives and have been adapted and strengthened in response to this reality, including the adoption of a hybrid work model with 60% remote work (in place since 2021), a focus on professional development and salary competitiveness, the continuous improvement of working conditions, and a strong on-boarding experience, among others.

Delivery risk

Novabase's policies to address delivery risk include, among others, the following:

• Analysing each significant commercial proposal to reduce the risk of overselling, considering the internal capacity available;
• Continuously scrutinizing the quality of the teams assigned to projects;
• Maintaining ongoing training programmes in technologies (namely New-Generation information technologies) and project management methodologies.

The Nearshore Agile delivery model, which Novabase has been refining over recent years, has consistently demonstrated its robustness and adaptability, and is now a key pillar of the Group's operational efficiency and quality.

Strategic and context risks

26

Novabase is not immune to the contingencies of the markets in which it operates, still facing the socalled "strategic" and "context" risks.

The geopolitical and macroeconomic environment remains complex. The war in Ukraine, tensions in the Middle East, climate-related disasters and the fragmentation of global trade continue to sustain high levels of uncertainty and a persistent risk of recession. The International Monetary Fund (IMF) forecasts that global economic growth will remain resilient at 3.3% in 2026, although below the historical average. In its updated projections, the IMF also warns of diverging economic trajectories across countries and of risks associated with trade uncertainty and inflation.

Novabase seeks to manage and mitigate these risks through recurring discussions across the various management layers on the risks that may impact the Group. These discussions cover areas for investment and divestment, strategic priorities and outstanding risks at any given time, and also serve as a forum for assessing the organization's risk appetite and how it is evolving.

Risks associated with climate change

Although Novabase does not have a significant carbon footprint and is not directly exposed to the physical risks of climate change, these factors are nevertheless considered when making investment decisions. Novabase's performance is crucial not only in generating returns for shareholders but also in the broader context of the economic environment and wellbeing of the communities in which it operates.

Fully aware of its role, Novabase has been progressively adopting a more rigorous and robust approach to:

• Identifying, managing and mitigating climate-related risks;
• Identifying and capitalizing on opportunities created by climate change;
• Reporting on how the physical and transition risks associated with climate change are being managed, as well as on the initiatives developed from an environmental stewardship standpoint, aimed at moving towards a more sustainable economy.

In this regard, it is important to note that, within its strategy, the Company demonstrates a clear commitment to sustainability-related matters, ensuring the achievement of its short, medium and long-term objectives through an integrated approach aligned with market best practices.

This strategy is built on identifying the most relevant impacts, risks and opportunities for the business and incorporating them into decision-making processes, operational management and internal policies. By aligning its business model with environmental, social and governance commitments such as energy transition, emissions reduction, the promotion of diversity, business ethics and the responsible management of value chain - Novabase ensures that its current actions support the Group's future resilience, innovation and sustainability.

More detailed information on the initiatives developed can be found in the Sustainability Statement section of this Report, to which reference is hereby made.

OUTLOOK

28

Focus on highly scalable, high-margin offerings

The current context of market volatility has continued to accelerate the transformation of our business. In 2025, we reduced our exposure to less differentiated activities, strengthened our focus on higher value‑added offerings, and enhanced execution discipline across the organization.

Our Next‑Gen Intelligence strategy has moved beyond an aspirational vision to establish itself as an integrated operational platform. The focus is no longer on isolated applications of (Gen)AI or Advanced Analytics, but on the end‑to‑end transformation of critical processes, the systematic automation of decision‑making, and the embedding of intelligence across our clients' planning, operational and execution cycles. This alignment of data, artificial intelligence and delivery capability reinforces our competitive advantage in a decisive way.

Today we operate with a more focused and profitable business model, placing us in a stronger position to seize the opportunities arising from the AI Transformation cycle that is reshaping our sector.

In 2026, we will continue to allocate capital to offerings with greater scalability and higher margin contribution, further advancing the repositioning of our portfolio towards areas where we hold technological differentiation and deliver a direct impact on our clients' operational performance.

SUBSEQUENT EVENTS

In 2026, up to the date of issuance of this Report, the following significant events occurred:

Remuneration to shareholders of 0.40 Euros per share

On 18 February 2026, Novabase announced the intention of its Board of Directors to propose to the 2026 Annual General Meeting the payment of a shareholder remuneration of 0.40 Euros per share, subject to market conditions, a financial and accounting situation in Novabase's balance sheet allowing its implementation, and applicable legal and regulatory terms and conditions. This corresponds to the distribution of 15.4 million Euros to shareholders.

The same announcement states that the Board of Directors intends to propose that this remuneration be paid entirely in cash.

Middle East geopolitical context

29

Since 28 February 2026, there has been a significant escalation in geopolitical tensions in the Middle East, marked by the start of direct military operations involving the United States, Israel and Iran. These developments have disrupted regional airspace and maritime traffic in the Strait of Hormuz. Attacks on critical infrastructure in the region have already led, in the first quarter of 2026, to material impacts on global markets, particularly on oil prices and the stability of supply chains.

The current environment increases the likelihood of adverse effects on the energy market and on supply chains, heightens inflationary pressures, and may trigger unexpected fluctuations in interest and exchange rates, within a context of elevated uncertainty regarding the duration, depth and intensity of the conflict.

The Group maintains a presence in the Middle East through two small subsidiaries. In 2025, this geography accounted for 10.7% of consolidated revenue, reflecting a year‑on‑year decrease in line with our strategy of selective, profitability‑oriented growth.

The Board is continuously monitoring the evolving geopolitical and economic context and has established a dedicated task force to oversee these developments. Despite the high level of uncertainty, the Board considers that Novabase's ability to continue as a going concern is not at risk. It is not, however, possible to reliably estimate the potential impact of these events on the Company's activity and profitability during the 2026 financial year.

CORPORATE BODIES

OFFICERS OF THE GENERAL MEETING

Chairman Catarina Maria Marante Granadeiro

Secretary Diogo Ferreira da Fonseca Pinto

BOARD OF DIRECTORS

Chairman (Executive) Luís Paulo Cardoso Salvado

Member (Executive) Álvaro José da Silva Ferreira

Member (Non Executive) Francisco Paulo Figueiredo Morais Antunes

Member (Non Executive) María del Carmen Gil Marín

Member (Non Executive) José Afonso Oom Ferreira de Sousa

Member (Non Executive) Pedro Miguel Quinteiro Marques Carvalho

Member (Non Executive) Benito Vázquez Blanco

Member (Non Executive) Madalena Paz Ferreira Perestrelo de Oliveira

Member (Non Executive) Rita Wrem Viana Branquinho Lobo Carvalho Rosado

DELEGATED DIRECTORS

Luís Paulo Cardoso Salvado

Álvaro José da Silva Ferreira

DIRECTORS WITH SPECIAL RESPONSIBILITIES

Francisco Paulo Figueiredo Morais Antunes

María del Carmen Gil Marín

AUDIT BOARD

Chairman Álvaro José Barrigas do Nascimento

Member Fátima do Rosário Piteira Patinha Farinha

Member João Luis Correia Duque

Surrogate Manuel Saldanha Tavares Festas

STATUTORY AUDITOR

Effective Statutory Auditor (representing Ernst & Young & Associados – SROC, S.A.) Luís Miguel Gonçalves Rosado

Surrogate Statutory Auditor Rui Abel Serra Martins

REMUNERATION COMMITTEE

Chairman Francisco Luís Murteira Nabo

Member Pedro Miguel Duarte Rebelo de Sousa

Member João Francisco Ferreira de Almada e Quadros Saldanha

COMPANY'S SECRETARY

Efective Miguel Meunier Nolasco de Almeida Crespo

Surrogate Maria Amália Lopes dos Santos Parente

32

PROPOSAL FOR THE ALLOCATION OF RESULTS

Whereas, despite the Company having posted a consolidated net profit of €5,484,736.48 (five million, four hundred and eighty-four thousand, seven hundred and thirty-six euros and forty-eight cents), it recorded a net loss of €-2,825,031.27 (negative two million, eight hundred and twenty-five thousand, thirty-one euros and twenty-seven cents) in its individual accounts.

In accordance with legal and statutory provisions, the Board of Directors proposes that the net loss for the year of €-2,825,031.27 (negative two million, eight hundred and twenty-five thousand, thirty-one euros and twenty-seven cents) be transferred to retained earnings.

Lisbon, 29 April 2026

The Board of Directors

ANNEXES TO THE MANAGEMENT REPORT

LIST OF SHAREHOLDERS WITH QUALIFYING STAKES AS AT 31 DECEMBER 2025

(With the identification of the respective allocation of voting rights in accordance with paragraph 1 of article 20 of the Portuguese Securities Code)

The holdings identified below correspond to the last positions notified to the Company with reference to 31 December 2025 or a previous date.

There are no categories of shares with special rights.

36

Holders	No. shares	% share capitaland voting rights
HNB – S.G.P.S., S.A. (1)	18,318,655	47.68%
Pedro Miguel Quinteiro Marques de Carvalho	2,736,653	7.12%
IBI - Information Business Integration, A.G. (2)	8,980,763	23.38%
Isatis Investment Classic Blue Fund (3)	2,131,761	5.55%
Total	32,167,832	83.73%

During 2025, Novabase did not maintain any significant business relationship with shareholders with qualifying stakes or entities that, as far as the Company is aware, are or were related to them.

1 The directors José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira are the controlling shareholders and directors of HNB – S.G.P.S., S.A., having executed a shareholder's agreement concerning the entirety of the share capital of this company.

2 When Novabase received communication of this holding, it was informed that José Sancho García is the controlling shareholder of this company, and therefore the corresponding voting rights are attributed to him.

3 When Novabase received communication of this holding, it was informed that this company is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in Novabase.

INFORMATION CONCERNING STAKES HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND SUPERVISORY BODIES AS AT 31 DECEMBER 2025

(Under the terms of paragraph 5 of article 447 of the Portuguese Commercial Companies Code)

The shareholding of each of these members of the Corporate Bodies corresponds to the last position notified to the Company with reference to 31 December 2025 or a previous date. The duties of each of these Corporate Bodies are described in the Corporate Bodies section of this Report.

Holders	No. shares	% share capitaland voting rights
Pedro Miguel Quinteiro Marques de Carvalho	2,736,653	7.12%
Manuel Saldanha Tavares Festas	74,986	0.20%
Francisco Paulo Figueiredo Morais Antunes	63,475	0.17%
João Luís Correia Duque	500	0.00%
Luís Paulo Cardoso Salvado (1)	1	0.00%
Álvaro José da Silva Ferreira (1)	1	0.00%
José Afonso Oom Ferreira de Sousa (1)	1	0.00%
María del Carmen Gil Marín	0	0.00%
Rita Wrem Viana Branquinho Lobo Carvalho Rosado	0	0.00%
Madalena Paz Ferreira Perestrelo de Oliveira	0	0.00%
Benito Vázquez Blanco	0	0.00%
Álvaro José Barrigas do Nascimento	0	0.00%
Fátima do Rosário Piteira Patinha Farinha	0	0.00%
Ernst & Young Audit & Associados – SROC, S.A., represented byLuís Miguel Gonçalves Rosado	0	0.00%
Rui Abel Serra Martins	0	0.00%
Total	2,875,617	7.48%

1 Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and José Afonso Oom Ferreira de Sousa are shareholders of HNB – S.G.P.S., S.A., where they hold management positions. HNB – S.G.P.S., S.A. held 18,318,655 shares representing 47.68% of Novabase's share capital and respective voting rights at 31 December 2025.

In addition to those mentioned to in this document (at the management transactions item), no encumbrances or other acquisitions or changes in the ownership of shares representing the Company's share capital (or of a company in a control or group relationship with the Company) were undertaken by the members of the Board of Directors and Supervisory Bodies, nor any promissory, option or repurchase agreements, nor other agreements with similar effects on such shares.

No other transactions of the type described above were likewise carried out by any person falling under the scope of paragraphs 2 a) to d) of article 447 of the Portuguese Commercial Companies Code.

Finally, it should be clarified that neither the Company nor any company in a control or group relationship with it is an issuer of bonds.

38

MANAGEMENT TRANSACTIONS

(Under the terms of European Union market abuse regulation)

During 2025, the following transactions on Novabase's ordinary shares were carried out by the persons falling under the scope of article 447 of the Portuguese Commercial Companies Code:

Director/ closely associated person	Transaction	Date	Location	No. shares	Price pershare (€)
María del Carmen Gil Marín	Disposal	12/06/2025	EuronextLisbon	1,000	7.600
HNB – S.G.P.S., S.A. (1)	Acquisition	23/06/2025	EuronextLisbon	1,901,433	5.2592
Francisco Paulo Figueiredo MoraisAntunes (1)	Acquisition	23/06/2025	EuronextLisbon	7,802	5.2592
Francisco Paulo Figueiredo MoraisAntunes (2)	Acquisition	27/06/2025	Outsideregulatedmarket	23,973	0.000
María del Carmen Gil Marín (2)	Acquisition	27/06/2025	Outsideregulatedmarket	23,973	0.000
María del Carmen Gil Marín	Disposal	04/08/2025	EuronextLisbon	3,925	7.950
María del Carmen Gil Marín	Disposal	05/08/2025	EuronextLisbon	2,000	8.000
María del Carmen Gil Marín	Disposal	07/08/2025	EuronextLisbon	3,900	7.950
María del Carmen Gil Marín	Disposal	08/08/2025	EuronextLisbon	5,050	7.950
María del Carmen Gil Marín	Disposal	11/08/2025	EuronextLisbon	729	7.950
María del Carmen Gil Marín	Disposal	12/08/2025	EuronextLisbon	552	7.950
María del Carmen Gil Marín	Disposal	14/08/2025	EuronextLisbon	200	7.950
María del Carmen Gil Marín	Disposal	15/08/2025	EuronextLisbon	1,062	7.950
María del Carmen Gil Marín	Disposal	18/08/2025	EuronextLisbon	373	8.000
María del Carmen Gil Marín	Disposal	19/08/2025	EuronextLisbon	24	7.950
María del Carmen Gil Marín	Disposal	20/08/2025	EuronextLisbon	1,476	7.950
María del Carmen Gil Marín	Disposal	21/08/2025	EuronextLisbon	1,976	7.950
María del Carmen Gil Marín	Disposal	22/08/2025	EuronextLisbon	5,981	7.950

1 The transactions identified above were carried out under the option to receive the dividend in kind.

2 The transactions identified above were carried out in the context of the exercise of options under the Stock Options Plan.

Director/ closely associated person	Transaction	Date	Location	No. shares	Price pershare (€)
María del Carmen Gil Marín	Disposal	25/08/2025	EuronextLisbon	385	7.950
María del Carmen Gil Marín	Disposal	26/08/2025	EuronextLisbon	80	7.950
María del Carmen Gil Marín	Disposal	27/08/2025	EuronextLisbon	108	7.950
María del Carmen Gil Marín	Disposal	28/08/2025	EuronextLisbon	1	7.950
María del Carmen Gil Marín	Disposal	29/08/2025	EuronextLisbon	1	7.950
María del Carmen Gil Marín	Disposal	01/09/2025	EuronextLisbon	792	7.950
María del Carmen Gil Marín	Disposal	03/09/2025	EuronextLisbon	894	7.900
María del Carmen Gil Marín	Disposal	04/09/2025	EuronextLisbon	612	7.900
María del Carmen Gil Marín	Disposal	05/09/2025	EuronextLisbon	2,227	7.900
María del Carmen Gil Marín	Disposal	08/09/2025	EuronextLisbon	112	7.900
María del Carmen Gil Marín	Disposal	10/09/2025	EuronextLisbon	531	7.900
María del Carmen Gil Marín	Disposal	10/09/2025	EuronextLisbon	2,249	7.800
María del Carmen Gil Marín	Disposal	11/09/2025	EuronextLisbon	6,389	7.800
María del Carmen Gil Marín	Disposal	12/09/2025	EuronextLisbon	470	7.850
María del Carmen Gil Marín	Disposal	12/09/2025	EuronextLisbon	1,656	7.800
María del Carmen Gil Marín	Disposal	15/09/2025	EuronextLisbon	512	7.850
María del Carmen Gil Marín	Disposal	15/09/2025	EuronextLisbon	6,015	7.800
María del Carmen Gil Marín	Disposal	16/09/2025	EuronextLisbon	500	7.850
María del Carmen Gil Marín	Disposal	16/09/2025	EuronextLisbon	456	7.800
María del Carmen Gil Marín	Disposal	17/09/2025	EuronextLisbon	850	7.800
María del Carmen Gil Marín	Disposal	17/09/2025	EuronextLisbon	1,334	7.850
María del Carmen Gil Marín	Disposal	18/09/2025	EuronextLisbon	90	7.850

40

Director/ closely associated person	Transaction	Date	Location	No. shares	Price pershare (€)
María del Carmen Gil Marín	Disposal	18/09/2025	EuronextLisbon	2,472	7.800
Francisco Paulo Figueiredo MoraisAntunes	Disposal	19/09/2025	EuronextLisbon	324	8.000
Francisco Paulo Figueiredo MoraisAntunes	Disposal	13/10/2025	EuronextLisbon	369	8.000
Francisco Paulo Figueiredo MoraisAntunes	Disposal	15/10/2025	EuronextLisbon	2,618	8.000
Francisco Paulo Figueiredo MoraisAntunes	Disposal	17/10/2025	EuronextLisbon	1	8.000
Francisco Paulo Figueiredo MoraisAntunes	Disposal	20/10/2025	EuronextLisbon	179	8.000
Francisco Paulo Figueiredo MoraisAntunes	Disposal	21/10/2025	EuronextLisbon	8,345	8.000

OWN SHARES TRANSACTIONS

(Under the terms of section d) of paragraph 5 of article 66 of the Portuguese Commercial Companies Code)

As at 31 December 2024, Novabase held 658,921 own shares (treasury shares), representing 1.84% of its share capital, of which 658,461 were held through Novabase Consulting S.G.P.S., S.A..

During 2025, Novabase increased its share capital by €14.0m, corresponding to the issue of 2,656,771 new shares allocated to shareholders who opted to receive the dividend in kind (scrip). As a result, Novabase's share capital amounted to €1,152,569.19, represented by 38,418,973 ordinary registered shares.

The new shares were admitted to trading on the regulated market of Euronext Lisbon with effect from 30 June (inclusive).

During 2025, Novabase S.G.P.S. acquired on the market 99,661 own shares at an average net price of €7.856 per share, under the Buy-Back Programme initiated on 20 December 2024.

In addition, Novabase S.G.P.S. transferred ownership of 47,946 shares to the directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, 23,973 shares each, following the settlement of Novabase share options granted in 2021 and exercised in 2022, which were retained by Novabase under the terms of the Stock Options Plan regulations.

As at 31 December 2025, Novabase held 710,636 own shares, representing 1.85% of its share capital, of which 658,461 were held through Novabase Consulting S.G.P.S., S.A..

The nominal value of all shares representing Novabase's share capital was €0.03 (31 December 2024: €0.03).

Details of own shares acquisitions are set out bellow:

Transaction	Date	Location	No. shares	Price per share (€)
Acquisition	02/01/2025	Euronext Lisbon	3,680	5.700
Acquisition	08/01/2025	Euronext Lisbon	200	5.850
Acquisition	10/01/2025	Euronext Lisbon	200	5.900
Acquisition	13/01/2025	Euronext Lisbon	400	5.700
Acquisition	21/01/2025	Euronext Lisbon	1	5.850
Acquisition	24/01/2025	Euronext Lisbon	200	5.900
Acquisition	28/01/2025	Euronext Lisbon	250	5.950

Transaction	Date	Location	No. shares	Price per share (€)
Acquisition	29/01/2025	Euronext Lisbon	490	5.900
Acquisition	30/01/2025	Euronext Lisbon	200	5.900
Acquisition	03/02/2025	Euronext Lisbon	100	5.950
Acquisition	17/02/2025	Euronext Lisbon	14	5.950
Acquisition	18/02/2025	Euronext Lisbon	300	6.000
Acquisition	19/02/2025	Euronext Lisbon	300	6.000
Acquisition	20/02/2025	Euronext Lisbon	4,000	6.139
Acquisition	21/02/2025	Euronext Lisbon	1,213	7.150
Acquisition	24/02/2025	Euronext Lisbon	1,300	7.381
Acquisition	25/02/2025	Euronext Lisbon	1,800	7.400
Acquisition	26/02/2025	Euronext Lisbon	300	7.050
Acquisition	27/02/2025	Euronext Lisbon	200	7.200
Acquisition	03/03/2025	Euronext Lisbon	1,474	7.200
Acquisition	04/03/2025	Euronext Lisbon	100	7.050
Acquisition	05/03/2025	Euronext Lisbon	200	7.100
Acquisition	06/03/2025	Euronext Lisbon	100	7.200
Acquisition	10/03/2025	Euronext Lisbon	750	7.214
Acquisition	11/03/2025	Euronext Lisbon	400	7.200
Acquisition	12/03/2025	Euronext Lisbon	100	7.200
Acquisition	14/03/2025	Euronext Lisbon	2,950	7.103
Acquisition	17/03/2025	Euronext Lisbon	1,500	7.183
Acquisition	19/03/2025	Euronext Lisbon	250	7.250

Transaction	Date	Location	No. shares	Price per share (€)
Acquisition	20/03/2025	Euronext Lisbon	200	7.225
Acquisition	24/03/2025	Euronext Lisbon	1,500	7.200
Acquisition	26/03/2025	Euronext Lisbon	288	7.200
Acquisition	27/03/2025	Euronext Lisbon	1,100	7.205
Acquisition	02/04/2025	Euronext Lisbon	800	7.231
Acquisition	03/04/2025	Euronext Lisbon	200	7.200
Acquisition	04/04/2025	Euronext Lisbon	1,200	7.138
Acquisition	07/04/2025	Euronext Lisbon	2,600	6.919
Acquisition	09/04/2025	Euronext Lisbon	700	7.150
Acquisition	10/04/2025	Euronext Lisbon	1,000	7.250
Acquisition	14/04/2025	Euronext Lisbon	1,000	7.200
Acquisition	17/04/2025	Euronext Lisbon	600	7.250
Acquisition	23/04/2025	Euronext Lisbon	500	7.350
Acquisition	25/04/2025	Euronext Lisbon	31	7.600
Acquisition	30/04/2025	Euronext Lisbon	450	7.800
Acquisition	05/05/2025	Euronext Lisbon	600	7.975
Acquisition	07/05/2025	Euronext Lisbon	1,000	8.000
Acquisition	09/05/2025	Euronext Lisbon	300	8.000
Acquisition	12/05/2025	Euronext Lisbon	2,300	8.000
Acquisition	13/05/2025	Euronext Lisbon	2,300	8.000
Acquisition	14/05/2025	Euronext Lisbon	1,370	8.077
Acquisition	16/05/2025	Euronext Lisbon	200	8.200

Transaction	Date	Location	No. shares	Price per share (€)
Acquisition	19/05/2025	Euronext Lisbon	300	8.550
Acquisition	20/05/2025	Euronext Lisbon	206	8.800
Acquisition	22/05/2025	Euronext Lisbon	973	9.021
Acquisition	23/05/2025	Euronext Lisbon	2,000	9.020
Acquisition	26/05/2025	Euronext Lisbon	1,000	9.520
Acquisition	27/05/2025	Euronext Lisbon	356	9.600
Acquisition	28/05/2025	Euronext Lisbon	300	9.600
Acquisition	29/05/2025	Euronext Lisbon	400	9.750
Acquisition	02/06/2025	Euronext Lisbon	1,524	9.886
Acquisition	03/06/2025	Euronext Lisbon	5,259	10.024
Acquisition	04/06/2025	Euronext Lisbon	1,789	10.022
Acquisition	06/06/2025	Euronext Lisbon	1,400	8.521
Acquisition	09/06/2025	Euronext Lisbon	1,500	8.217
Acquisition	10/06/2025	Euronext Lisbon	1,700	7.760
Acquisition	11/06/2025	Euronext Lisbon	91	7.850
Acquisition	12/06/2025	Euronext Lisbon	800	7.600
Acquisition	13/06/2025	Euronext Lisbon	1,600	7.378
Acquisition	17/06/2025	Euronext Lisbon	700	7.450
Acquisition	18/06/2025	Euronext Lisbon	100	7.350
Acquisition	19/06/2025	Euronext Lisbon	500	7.400
Acquisition	20/06/2025	Euronext Lisbon	1	7.450
Acquisition	23/06/2025	Euronext Lisbon	100	7.650

Transaction	Date	Location	No. shares	Price per share (€)
Acquisition	24/06/2025	Euronext Lisbon	458	7.600
Acquisition	25/06/2025	Euronext Lisbon	1,000	7.700
Acquisition	26/06/2025	Euronext Lisbon	600	7.900
Acquisition	30/06/2025	Euronext Lisbon	1,000	7.900
Acquisition	02/07/2025	Euronext Lisbon	150	8.000
Acquisition	08/07/2025	Euronext Lisbon	100	8.000
Acquisition	09/07/2025	Euronext Lisbon	800	7.969
Acquisition	11/07/2025	Euronext Lisbon	300	7.950
Acquisition	14/07/2025	Euronext Lisbon	600	7.850
Acquisition	16/07/2025	Euronext Lisbon	400	7.938
Acquisition	22/07/2025	Euronext Lisbon	100	7.850
Acquisition	25/07/2025	Euronext Lisbon	150	7.950
Acquisition	28/07/2025	Euronext Lisbon	350	7.850
Acquisition	30/07/2025	Euronext Lisbon	275	7.850
Acquisition	01/08/2025	Euronext Lisbon	1,084	8.100
Acquisition	04/08/2025	Euronext Lisbon	1,150	7.965
Acquisition	07/08/2025	Euronext Lisbon	1,500	7.950
Acquisition	08/08/2025	Euronext Lisbon	1,300	7.950
Acquisition	12/08/2025	Euronext Lisbon	100	7.950
Acquisition	14/08/2025	Euronext Lisbon	150	7.933
Acquisition	20/08/2025	Euronext Lisbon	300	7.950
Acquisition	21/08/2025	Euronext Lisbon	900	7.950

46

Transaction	Date	Location	No. shares	Price per share (€)
Acquisition	22/08/2025	Euronext Lisbon	1,450	7.950
Acquisition	01/09/2025	Euronext Lisbon	150	7.950
Acquisition	03/09/2025	Euronext Lisbon	800	7.866
Acquisition	05/09/2025	Euronext Lisbon	500	7.900
Acquisition	08/09/2025	Euronext Lisbon	290	7.850
Acquisition	10/09/2025	Euronext Lisbon	1,000	7.800
Acquisition	11/09/2025	Euronext Lisbon	750	7.817
Acquisition	12/09/2025	Euronext Lisbon	697	7.800
Acquisition	15/09/2025	Euronext Lisbon	212	7.800
Acquisition	16/09/2025	Euronext Lisbon	580	7.800
Acquisition	17/09/2025	Euronext Lisbon	800	7.800
Acquisition	18/09/2025	Euronext Lisbon	259	7.800
Acquisition	19/09/2025	Euronext Lisbon	216	7.843
Acquisition	06/10/2025	Euronext Lisbon	100	7.950
Acquisition	13/10/2025	Euronext Lisbon	350	7.950
Acquisition	16/10/2025	Euronext Lisbon	590	8.000
Acquisition	20/10/2025	Euronext Lisbon	800	8.000
Acquisition	21/10/2025	Euronext Lisbon	1,000	8.000
Acquisition	22/10/2025	Euronext Lisbon	165	8.500
Acquisition	24/10/2025	Euronext Lisbon	400	8.831
Acquisition	27/10/2025	Euronext Lisbon	600	8.652
Acquisition	29/10/2025	Euronext Lisbon	348	8.700

Transaction	Date	Location	No. shares	Price per share (€)
Acquisition	04/11/2025	Euronext Lisbon	164	8.800
Acquisition	10/11/2025	Euronext Lisbon	1,050	8.700
Acquisition	12/11/2025	Euronext Lisbon	200	8.775
Acquisition	13/11/2025	Euronext Lisbon	100	8.850
Acquisition	14/11/2025	Euronext Lisbon	200	8.650
Acquisition	14/11/2025	Euronext Lisbon	400	8.550
Acquisition	17/11/2025	Euronext Lisbon	1,109	8.709
Acquisition	20/11/2025	Euronext Lisbon	200	8.800
Acquisition	21/11/2025	Euronext Lisbon	100	8.800
Acquisition	24/11/2025	Euronext Lisbon	300	8.817
Acquisition	25/11/2025	Euronext Lisbon	100	8.700
Acquisition	02/12/2025	Euronext Lisbon	1,000	8.720
Acquisition	03/12/2025	Euronext Lisbon	200	8.750
Acquisition	10/12/2025	Euronext Lisbon	300	8.750
Acquisition	12/12/2025	Euronext Lisbon	500	8.450
Acquisition	15/12/2025	Euronext Lisbon	800	8.550
Acquisition	17/12/2025	Euronext Lisbon	300	8.900
Acquisition	19/12/2025	Euronext Lisbon	200	8.800
Acquisition	22/12/2025	Euronext Lisbon	200	8.750
Acquisition	29/12/2025	Euronext Lisbon	404	8.550
Acquisition	30/12/2025	Euronext Lisbon	1,200	8.500

SUSTAINABILITY STATEMENT

ESRS 2 - GENERAL DISCLOSURES

BP-1 – General basis for the preparation of sustainability statements

This Sustainability Statement was prepared based on the guidelines set out in the Corporate Sustainability Reporting Directive (CSRD), in light of Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022, and the European Sustainability Reporting Standards (ESRS) issued by the European Financial Reporting Advisory Group (EFRAG), as set out in Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023, thereby ensuring compliance with the most recent European standards, notwithstanding that their transposition into Portuguese law has not yet taken place.

The Sustainability Statement was prepared on a consolidated basis, consistent with the basis of preparation of the financial statements and includes all companies within the Novabase Group.

This report covers, to the extent material, the Novabase Group's own operations, as well as its value chain, both upstream and downstream.

As regards to the upstream value chain, Novabase considered the impacts, risks and opportunities associated with its main suppliers and partners, including aspects related to labour practices, information security and ethical compliance. With regard to the downstream value chain, Novabase incorporated into its analysis the effects of its services and technology solutions on customers and end users, in particular on matters such as data protection, cybersecurity, accessibility and user experience.

The inclusion of these dimensions is based on the materiality assessment, ensuring that the information disclosed adequately reflects the main impacts and relationships across the value chain, although there may be data-availability limitations in certain areas, which are progressively addressed through continuousimprovement mechanisms.

No specific details have been omitted relating to intellectual property, know-how or the results of innovation. Novabase did not invoke the exemption referred to in article 19-A, paragraph 3 and article 29-A, paragraph 3 of Directive 2013/34/EU.

BP-2 – Disclosures in relation to specific circumstances

Reporting perimeter

Quantitative environmental data only refer to the Portugal location. Quantitative social and governance data relate to all locations where the Group operates.

Time horizons

50

The time horizons adopted in this report are in accordance with ESRS 1, section 6.4 ("Definition of short-, medium- and long-term") for reporting purposes:

• Short term: the period adopted by the Novabase Group as the reporting period in its financial statements, i.e., one year;
• Medium term: the period from the end of the short-term reporting period up to three years, corresponding to the reference period for the Company's Stock Option Plan addressed to the members of the Board of Directors;
• Long term: a period exceeding three years, given the difficulty of maintaining the reliability of any estimate beyond this timeframe.

Value chain estimation

No estimates were applied for the purposes of value chain data.

Sources of estimation and outcome uncertainty

This Sustainability Statement includes quantitative targets, namely environmental and social targets, which are based on forward-looking information derived from estimates made in accordance with the best information available at the time of preparing this report. These metrics are described in sections E1-4 and S1-5 below.

Future events may result in changes in such forward-looking information. Furthermore, during this report's preparation, certain interpretations were made regarding information disclosure requirements. As such, these interpretations are subject to a degree of uncertainty.

Changes in the preparation or presentation of sustainability information

Since this report complies with the European Sustainability Reporting Standards (ESRS) and follows the structure suggested in section 8 of ESRS 1 on general requirements, there may be differences compared with previous financial years (in which a non-financial information reporting framework was used).

With regard to greenhouse gas (GHG) emissions information, minor adjustments were made to the reported values for 2023 and 2024, resulting from the harmonisation of sources for emission factors.

Use of phased-in provisions

The Novabase Group adopted a phased-in implementation approach, in accordance with the transitional provisions applicable to disclosure requirement E1-9 – Anticipated financial effects arising from climaterelated risks and opportunities. While recognising the importance of disclosing these financial impacts, the Group is progressively developing the methodologies, data-collection systems and analytical capabilities required to ensure a robust and reliable quantification.

GOV-1 – The role of the administrative, management and supervisory bodies

Number of executive and non-executive members and percentage by gender

The Novabase Board of Directors includes a total of nine directors, of which seven are non-executive members. For the 2024-2026 term, 33.3% the company's directors are female, thus meeting the minimum stipulated by Law no. 62/2017 of 1 August, including one female member with special responsibilities pursuant to article 407, paragraph 1 of the Commercial Companies Code. The breakdown of executive and non-executive members of the Board of Directors and respective diversity and independence is provided in greater detail in the Corporate Governance Report, point 18.

Representation of employees and other workers

The Novabase Group has no representation of employees or other workers on its corporate bodies.

Experience relevant to the sectors, products and geographical locations of the company

The members of the Novabase administrative body have a variety of skills, academic qualifications and professional backgrounds, with varying degrees of relevance to the main areas of Novabase's business. For more information regarding the identity and responsibilities of each administrative body, please see the Corporate Governance Report, points 19 and 26.

Description of management's role in the governance processes, controls and procedures used to monitor, manage and oversight

Pursuant to Article 14 of Novabase's Articles of Association, the management of the Company's activities is entrusted to a Board of Directors, which has exclusive and full powers of representation.

In general, the Board of Directors is responsible for exercising the broadest powers in pursuing the Company's interests and corporate business, within the limits of the law, the Articles of Association and resolutions of the General Meeting. The Novabase Group's management bodies also oversee, in a structured manner, the definition and monitoring of targets related to material sustainability topics, including the management of material Impacts, Risks and Opportunities (IROs).

The process for identifying, assessing and managing IROs at Novabase is integrated into the Group's overall risk management system and is conducted in a structured manner, aligned with internal governance mechanisms, strategic planning and decision-making. The integration and monitoring of progress on these IROs takes place across different areas, coordinated by the Sustainability Committee and supervised by the Board of Directors, enabling an assessment of the level of achievement of the established targets. Where necessary, internal policies and procedures are adjusted to incorporate the results of the process, ensuring regular follow-up and dynamic risk updates and maintaining continuous alignment with Novabase's strategy and sustainability commitments.

In addition, during 2025, the management bodies also participated in internal initiatives (training sessions and talks) related to sustainability topics. Further information on the knowledge of members of the Board of Directors regarding sustainability matters can be found in the Corporate Governance Report, points 19 and 26.

GOV-2 – Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies

The Novabase Group remained aligned with the sustainability agenda, continuing to integrate it into its strategy.

The Company maintained its Sustainability Committee, overseen by a member of the Board of Directors, which is responsible for monitoring the Group's sustainability performance and ensuring that these topics are embedded in Novabase's strategy, thereby increasing their importance in decision-making. This Committee plays an operational and technical role, ensuring the identification, assessment and monitoring of IROs, as well as monitoring the effectiveness of mitigation measures and initiatives implemented.

The Committee also consolidates relevant information and prepares the necessary reporting, and reports to the Board of Directors at least on a quarterly basis. The Board of Directors retains ultimate responsibility for strategic oversight, validation of decisions and approval of policies and disclosures, thereby ensuring a clear segregation of duties between technical monitoring and oversight at the highest level.

The integration of impacts, risks and opportunities is systematically considered in decision-making on relevant transactions and in the Group's risk management processes. This integration is operationalised through the incorporation of sustainability objectives into strategic planning and budgeting cycles. Identified IROs are assessed for materiality and incorporated into existing risk management mechanisms, enabling an integrated view of financial and non-financial risks. Where necessary, specific reviews or adjustments to strategy and internal policies are also promoted, ensuring alignment with sustainability objectives and with stakeholders' expectations.

GOV-3 – Integration of sustainability-related performance in incentive schemes

Novabase has a Remuneration Committee, appointed by the General Meeting, to set the remuneration of each member of the corporate bodies, in accordance with the Remuneration Policy approved at the General Meeting of 22 May 2025.

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The variable component of the remuneration of members of the Board of Directors is determined annually by the Remuneration Committee at the beginning of each financial year, with reference to the performance of Novabase and of the directors throughout the previous financial year. Part of the variable component is based on non-financial criteria, namely the Company's performance against environmental, social and corporate governance indicators, and should reflect the achievement of targets for those indicators as defined by the Remuneration Committee, together with the Remuneration Committee's qualitative assessment of the activity carried out by the Board of Directors. Quantitatively, no percentage has been established that directly affects the remuneration of the Board of Directors.

Further details on the remuneration policy and structure applicable to the Company's corporate bodies can be found in the Corporate Governance Report, in the section "Report of the Board of Directors on remuneration".

GOV-4 - Statement on due diligence

The Novabase Group is firmly committed to due diligence across all of its operations, ensuring that its corporate processes and decisions are conducted with integrity, transparency and accountability. To this end, a structured approach is followed to identify, assess and mitigate risks related to human rights, environmental impacts and corporate governance, safeguarding the interests of Novabase's shareholders and other stakeholders by providing access to clear information on how the risks and opportunities inherent to the Group's activities are managed.

The table below sets out the core elements of sustainability due diligence followed by Novabase.

Core elements of due diligence	References
Embedding due diligence in governance, strategy and business model	GOV-1; GOV-2; SBM-3
Engaging with affected stakeholders in all key steps of the due diligence	IRO-1; SBM-2; SBM-3
Identifying and assessing adverse impacts	GOV-2; SBM-3; IRO-1; IRO-2;MDR-P
Taking actions to address those adverse impacts	GOV-2; E1-1; E1-3; E1-4; S1-3;S1-4; S4-3; S4-4; MDR-A
Tracking the effectiveness of these efforts and communicating	MDR-T; E1-1; E1-5; S1-5; S4-5

GOV-5 - Risk management and internal controls over sustainability reporting

The Novabase Group is subject to normal market risks (primarily financial risks) and to the specific risks (namely cyber risks and talent retention risks) associated with the activities it carries out.

Novabase considers its risk management policy to be of paramount importance for the conduct and development of a business that has historically exhibited a higher risk appetite, as this is intrinsically necessary in such a dynamic and disruptive sector. Sustainability risks are fully integrated into Novabase's overall risk management system and are continuously identified, assessed and monitored, in coordination with other strategic and operational risks, ensuring a cross-cutting and consistent approach to their management at Group level.

The internal control system applicable to Novabase's sustainability reporting process is integrated into the existing model for financial reporting. This integration helps ensure a consistent, rigorous and efficient approach to the collection, validation and disclosure of sustainability data, mitigating operational risks associated with inaccuracies, omissions or system failures.

The effectiveness of this system is supported by an established internal procedure that strengthens communication channels between the Group's various departments and decision-making bodies, enabling, on the one hand, communication and information-sharing on the different components of the system and, on the other hand, the analysis of potential internal control issues and the identification of potential risks. In addition, coordination between teams and processes ensures greater reliability, comparability and traceability of the information reported, reinforcing the overall quality and credibility of corporate reporting.

With regard to the quality of information publicly disclosed by the Investor Relations Department, Novabase carries out monitoring actions and improves internal control procedures, mainly associated with the Group's central services areas and always in line with the strategic objectives defined in the integrated risk management model. Nevertheless, such information is also subject to analysis and approval by the competent bodies, including the Board of Directors. It is the responsibility of the Supervisory Board to oversee the adequacy of the process for preparing and disclosing information by the Board of Directors.

The Board of Directors is responsible for ensuring the disclosure of reliable information that faithfully represents the Group's situation at any given time, in compliance with the standards issued by the applicable regulatory authorities.

Further information is provided in the Corporate Governance Report, specifically in Part II – Corporate Governance Assessment, which sets out the recommendations of the Portuguese Institute of Corporate Governance (IPCG) on corporate governance included in the IPCG Corporate Governance Code (2018), subsequently revised in 2020 and in 2023. Novabase adopts the IPCG Corporate Governance Code (2018, as revised in 2023), and Part II of the Corporate Governance Report also identifies the provisions that are not applicable to the Group.

The conclusions arising from this process are integrated into management and continuous improvement systems, influencing relevant operational and strategic decisions. The results and key indicators are communicated to the management bodies on a quarterly basis, ensuring transparency, ongoing monitoring and alignment with the defined sustainability objectives.

Novabase also has procedures and internal control systems designed, in particular, to prevent and manage risks in the context of its organization and activities. Additional information on Novabase's internal control and risk management can be consulted in the Corporate Governance Report, in Part I, Section C, III ("Internal Control and Risk Management").

Novabase will continue to invest in the continuous improvement of its risk management processes and internal controls for non-financial information (both in terms of internal data collection and processing and in terms of legislative developments and European guidelines), with the aim of achieving a maturity level equivalent to that of financial information and thereby ensuring the reliability, consistency and integrity of all disclosed information.

SBM-1 – Strategy, business model and value chain

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Novabase's operations are organized into two operating segments: Next-Gen and Value Portfolio.

• • Next-Gen: Novabase's growth segment, operating under the Celfocus commercial brand, in accordance with the Novabase brand architecture. It carries out an IT activity with generally more advanced technology offerings, primarily targeted at the Financial Services and Telecommunications industries and at more competitive markets (Europe and the Middle East).
• • Value Portfolio: Segment that includes the venture capital activity carried out through Novabase Capital, S.C.R., S.A. For reporting purposes, Value Portfolio includes the Group's holding company.

The Next-Gen segment aims to be a relevant player in a high-growth, large-scale area, through a leading position in attracting scarce technology talent in Portugal and in the delivery of advanced projects with a focus on Europe and the Middle East. Novabase has a solid track record in Nearshore Agile, already active in Telecommunications and Financial Services, supporting its clients in a more sustainable digital transformation.

The Value Portfolio segment's main purpose is to generate funds to finance the growth of the Next-Gen segment, through active management and the assessment of potential strategic partnerships.

Overall, the Novabase Group will continue to focus on new technologies, with data integration, artificial intelligence and delivery capability. This focus will also drive the main challenges ahead, not only technological, but also those related to the ongoing training and upskilling of the Group's workforce.

More detailed information on the Novabase Group's activities, corporate organization and business model can be consulted in the 2025 Annual Report (Notes to the Consolidated Financial Statements for the year ended 31 December 2025), as well as in the Corporate Governance Report for the 2025 financial year (Part I, Section B, point 21).

With regard to the value chain, upstream Novabase is more exposed to specialised service providers, in particular skilled human resources and technology, while on the customer side the most represented industry is Telecommunications, followed by Financial Services. More information on the value chain can be consulted in section SBM-2.

SBM-2 – Interests and views of stakeholders

Stakeholders	Communication channels	Objectives
Clients	•Annual customer satisfactionsurvey•Formal complaints procedure•Website and social media•Events	Maintain existing long-term relationshipsand build new relationships with newclients
Employees	•Internal surveys•Intranet•Whistleblowing channel	Promote a safe and healthy workenvironment
Investors	•Mandatory disclosures reporting•Annual General Meeting•Investor Relations Office•Website	Transparent communication on thecompany's performance and strategy
Society	•Website and social media•Partnerships and participation inevents•Annual supplier assessment	Strengthen partnerships and align forshared growth

SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Following the materiality assessment carried out in 2025, the following ESRS topics were identified as nonmaterial and therefore excluded from this Sustainability Statement: ESRS E2 – Pollution; ESRS E3 – Water and Marine Resources; ESRS E4 – Biodiversity and Ecosystems; ESRS E5 – Circular Economy; ESRS S2 – Value Chain Workers; and ESRS S3 – Affected Communities.

The table below provides a summary of the IROs that Novabase identified as material in the double materiality assessment process carried out in 2025. For the year under review, IROs were identified as material whenever impact and/or financial materiality was at least 2.5, on the 1-to-5 assessment scale. For each topic assessed as material, the related sub-topics are specified, as well as, in the case of impacts, whether they are positive/ negative and actual/potential. In all cases, and as described in the following chapters, the IROs presented, although material, are considered manageable and are monitored by the Company's leadership.

As part of the assessment performed, no material financial effects arising from risks and opportunities were identified for Novabase. Accordingly, there are no relevant current financial effects to report. Nevertheless, the Group maintains mechanisms for the ongoing monitoring of its risks and opportunities, ensuring that any potential financial impacts are duly assessed and reported, including on a quantitative basis, should such amounts become material in future periods.

The results of the materiality assessment were presented to and approved by the Board of Directors.

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					Category			TypeClassification			Value chain			Time horizon
	# IRO Topic	Sub-topic	IRO description	Impact	Risk	Opportunity	Positive	Negative	Real	Potencial	Direct	Indirect	Específico daEmpresa	operationsOwn	Upstream	Downstream	Short	Medium	Long
1	E1	Transition plan forclimate changeadaptation	Positive impact from Novabaseservices through Agile Deliverycontributes to decrease GHGemissions of clients	X			X		X		X	X				X	X	X	X
2	S1	Working time	Novabase creates positive impactemployees by enabling flexibleworking time arrangements (hybridwork, flexible hours), supportingwork–life balance.	X			X		X		X			X			X	X	X
3	S1	Working time	Novabase minimizes the negativeimpact on employees' working timeand well-being, including excessiveovertime and workload imbalance,due to continuous monitoring andmanagement of project teams.	X			X			X	X	X		X	X	X		X	X
4	S1	Adequate wages	Novabase positively impact employees'financial wellbeing by payingadequate wages and ensuring faircompensation across roles andlocations.	X			X		X		X			X			X	X	X
5	S1	Secureemployment	Novabase creates positive impacts byoffering stable contracts and careerprogression, improving workers'financial security and wellbeing.	X			X		X		X			X			X	X	X
6	S1	Work-life balance	Novabase can positively impactemployees' wellbeing by enablingflexible work, manageable workloads and predictable schedulesthat support work–life balance.	X			X		X		X			X			X	X	X
7	S1	Health and safety	Novabase positively impactsemployees' health and safety by providing safe workplaces, ergonomicsetups for remote work, and mentalhealth support.	X			X		X		X			X			X	X	X
8	S1	Gender equalityand equal payfor work of equalvalue	Novabase creates positively impactgender equality by ensuring equal payfor work of equal value and fair accessto hiring, promotion and leadershipopportunities.	X			X		X		X			X			X	X	X
9	S1	Training and skillsdevelopment	Novabase positively impact employeesby providing continuous training andupskilling, improving employabilityand career progression.	X			X		X		X			X			X	X	X
10	S1	Employmentand inclusionof persons withdisabilities	Novabase positively impactinclusion by providing accessibleworkplaces, assistive technologiesand equal career opportunities forpersons with disabilities.	X			X		X		X			X			X	X	X
11	S1	Measures againstviolence andharassment in theworkplace	Novabase positively impactemployee wellbeing by preventingworkplace violence and harassmentthrough clear policies, training andsafe reporting channels.	X			X		X		X			X			X	X	X
12	S1	Diversity	Novabase positively impacts equalopportunities by building a diverseworkforce across gender, age,nationality and backgrounds.	X			X		X		X			X			X	X	X
13	S4	Privacy	Novabase can positively impactend-user privacy by delivering secure systems with privacy-by-designand minimised data collection.	X			X		X		X			X			X	X	X
14	S4	Security of aperson	Novabase can positively impact personal security by providing secureauthentication, fraud prevention andprotection against identity theft forend-users.	X			X			X		X		X		X		X	X
15	S4	Access toproducts andservices	Novabase can positively impact accessby delivering accessible, affordableand inclusive digital services forconsumers and end-users.	X			X			X	X	X		X		X		X	X
16	G1	Corporate culture	Novabase can positively impactstakeholders by fostering an ethicalcorporate culture that promotesintegrity, accountability and responsible decision-making.	X			X			X		X		X		X		X	X

					CategoryTypeClassification				Value chain			Time horizon
	# IRO Topic	Sub-topic	IRO description	Impact	Risk	Opportunity	Positive	Negative	Real	Potencial	Direct	Indirect	Específico daEmpresa	operationsOwn	Upstream	Downstream	Short	Medium	Long
17	G1	Protection ofwhistleblowers	Novabase can positively impactaccountability by protecting whistleblowers through safe reportingchannels and non-retaliationpractices.	X			X		X		X	X		X	X	X	X	X	X
18	G1	Prevention anddetectionincluding training	Novabase can positively impactethical business by implementingstrong anti-bribery training andcontrols across employees and thirdparties.	X			X		X		X			X			X	X	X
19	G1	Incidents	Novabase can positively impactintegrity by promptly investigatingand remediating corruption incidents, strengthening accountabilityand trust.	X			X			X	X	X		X		X		X	X
20	CompanySpecific	Responsible AI	Novabase generates positiveimpacts on customers and affectedcommunities by responsibly deploying AI to improve service quality,accessibility and decision-making,supported by appropriate safeguards.	X			X		X		X			X			X	X	X
21	CompanySpecific	Data and Privacy	Novabase can have a positiveimpact on clients trust by protectingdata through strong privacy-by-designand secure data managementpractices.	X			X			X	X	X				X	X	X	X
22	CompanySpecific	Cybersecurity	Novabase generates positiveimpacts on clients and affectedcommunities by strengtheningcybersecurity and ensuring the continuity of critical digital services.	X			X			X	X	X				X	X	X	X
23	S1	Secureemployment	Novabase may face talent retentionand delivery risk if insecure employment reduces engagement andincreases turnover in critical roles.		X									X			X	X	X
24	S1	Adequate wage	Novabase may face retention andreputational risk if wages are notcompetitive, leading to attrition anddifficulty attracting critical talent.		X									X			X	X	X
25	S1	Work-life balance	Novabase may face burnout andattrition risk if project peaks,constant availability expectations oron-call demands underminework–life balance.		X									X			X	X	X
26	S1	Health and safety	Novabase may face absenteeismand liability risk if ergonomic risks,stress and burnout are not managed,especially in high-pressure deliveryroles.		X									X			X	X	X
27	S1	Gender equality andequal pay for workof equal value	Novabase may face legal andreputational risk if gender pay gapspersist or discrimination claimsarise, affecting talent attraction andclient trust.		X									X			X	X	X
28	S1	Training and skillsdevelopment	Novabase may face increasedtraining costs as a result of upskillingemployees in emerging technologies(such as AI).		X									X			X	X	X
29	S1	Measures againstviolence andharassment in theworkplace	Novabase may face legal, reputational and retention risk if harassment incidents are not prevented orproperly addressed.		X									X			X	X	X
30	S4	Privacy	Novabase may face legal andreputational risk if its services leadto personal data breaches, misuseor excessive tracking of consumers/end-users.		X													X	X
31	S4	Access to (quality)information	Novabase may face reputational andregulatory risk if its systems enablemisinformation, biased outputs orpoor accessibility that limits accessto quality information.		X													X	X

					Category			TypeClassification			Value chain			Time horizon
	# IRO Topic	Sub-topic	IRO description	Impact	Risk	Opportunity	Positive	Negative	Real	Potencial	Direct	Indirect	Específico daEmpresa	operationsOwn	Upstream	Downstream	Short	Medium	Long
32	S4	Security of aperson	Novabase may face legal andreputational risk if vulnerabilitiesor breaches enable fraud, stalkingor harm to individuals using clientsystems.		X													X	X
33	G1	Corporate culture	Novabase may face legal, reputational and financial risk if a weakculture enables misconduct, fraudor unethical client engagements.		X												X	X	X
34	G1	Protection ofwhistleblowers	Novabase may face legal andreputational risk if whistleblowersare not protected, leading to unreported misconduct and escalatedincidents.		X												X	X	X
35	G1	Prevention anddetection including training	Novabase may face legal and reputational risk if inadequate preventionand detection allows bribery orcorruption in sales, procurement orpartner channels.		X													X	X
36	G1	Incidents	Novabase may face severe legal,financial and reputational damageif corruption or bribery incidentsoccur in operations or throughintermediaries.		X													X	X
37	CompanySpecific	Responsible AI	Novabase may face legal, reputational and client risk if AI solutionscause harm (bias, privacy breaches,security vulnerabilities) or fail tomeet regulatory requirements.		X													X	X
38	CompanySpecific	Data and Privacy	Novabase may face legal, financialand reputational damage if databreaches, misuse or non-compliance occur across its services orsuppliers.		X												X	X	X
39	CompanySpecific	Cybersecurity	Novabase may face severe financialand reputational damage if cyber incidents compromise client systemsor its own operations.		X												X	X	X
40	CompanySpecific	Responsible AI	Novabase can differentiate byoffering responsible AI governance,assurance and compliance-by-designservices as a core capability.			X												X	X
41	CompanySpecific	Data and Privacy	Novabase can grow by offering privacyengineering, data governance andcompliance-ready solutions thatincrease client trust.			X											X	X	X
42	CompanySpecific	Cybersecurity	Novabase can differentiate by embedding security-by-design into agile delivery, reducing incidents while increasingclient trust and contract win rates.			X											X	X	X
43	E1	Transition plan forclimate changeadaptation	Enable clients to achieve sustainability targets and optimizeoperations through the Novabase'sservices, generating financial valueto the Group.			X								X			X	X	X
44	G1	Corporate culture	Novabase can strengthen performance and client trust by embedding ethics, speak-up mechanismsand leadership accountability intodaily operations.			X											X	X	X
45	G1	Protection ofwhistleblowers	Novabase can reduce compliancerisk by strengthening speak-upculture, confidential reporting toolsand independent investigations.			X											X	X	X
46	G1	Prevention anddetectionincluding training	A Novabase pode reforçar o sucessoem concursos e a confiança dosclientes ao melhorar a formação emconformidade, a monitorização e adiligência devida de terceiros.			X												X	X
47	G1	Incidents	Novabase can reduce exposureby improving incident reporting,root-cause analysis and correctiveactions across high-risk functionsand partners.			X											X	X	X

					Category		Type			Classification			Value chain			Time horizon
	# IRO Topic	Sub-topic	IRO description	Impact	Risk	Opportunity	Positive	Negative	Real	Potencial	Direct	Indirect	Específico daEmpresa	operationsOwn	Upstream	Downstream	Short	Medium	Long
48	S4	Privacy	Novabase can differentiate by offeringprivacy-enhancing technologies andcompliance-ready solutions thatincrease customer trust.			X												X	X
49	S4	Access to (quality)information	Novabase can differentiate by buildingtrustworthy-by-design solutions(data quality controls, transparency,accessibility standards).			X												X	X
50	S4	Security of aperson	Novabase can differentiate byoffering privacy-preserving securitysolutions and stronger identity protection services.			X												X	X
51	S1	Secureemployment	Novabase can improve performanceand client trust by strengtheningsecure employment practices,increasing retention and deliveryquality.			X								X			X	X	X
52	S1	Working time	Novabase can strengthen employerbranding by implementing transparent working-time policies andtools that support sustainable pacedelivery.			X								X			X	X	X
53	S1	Adequate wages	Novabase can strengthen performance and employer brand byimplementing transparent payframeworks and regular marketbenchmarking.			X								X			X	X	X
54	S1	Work-life balance	Novabase can improve retentionand delivery quality by embedding"sustainable pace" practices andflexible policies across teams.			X								X			X	X	X
55	S1	Health and safety	Novabase can improve productivityand retention by strengthening prevention programmes (ergonomics,psychosocial risk management,wellbeing).			X								X			X	X	X
56	S1	Gender equalityand equal payfor work of equalvalue	Novabase can strengthen performance and employer brand byimproving pay equity, inclusiveleadership pipelines and retention ofwomen in tech roles.			X								X			X	X	X
57	S1	Training and skillsdevelopment	Novabase can increase marginsand retention by building structuredlearning pathways and internaltalent mobility to fill high-demandroles.			X								X				X	X
58	S1	Employmentand inclusionof persons withdisabilities	Novabase can widen its talentpool and strengthen innovation byadopting inclusive hiring and accessible-by-design ways of working.			X								X			X	X	X
59	S1	Measures againstviolence andharassment in theworkplace	Novabase can strengthen cultureand productivity by embeddingzero-tolerance practices and trustedgrievance mechanisms.			X								X			X	X	X
60	G1	Preventionand detectionincluding training	Novabase can strengthen tendersuccess and client trust by enhancingcompliance training, monitoring andthird-party due diligence.			X								X			X	X	X
61	S1	Diversity	Novabase can enhance innovationand market access by strengtheningdiverse recruitment pipelines andinclusive practices.			X								X			X	X	X

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ESRS 2 IRO-1 – Description of the process to identify and assess material impacts, risks and opportunities

The process for identifying, assessing and managing IROs at Novabase is integrated into the Group's overall risk management system and is conducted in a structured manner, aligned with internal governance mechanisms, strategic planning and decision-making.

IRO management is incorporated into regular monitoring and control cycles, ensuring the definition of mitigation measures, action plans and performance indicators. In addition, the IRO assessment process is integrated into the organization's management model, contributing directly to the definition of strategic priorities, resource allocation and continuous improvement, ensuring consistency between sustainability objectives and operational and financial objectives.

IROs are identified systematically, taking into account different functional areas as well as internal and external factors, while their assessment follows consistent criteria aligned with the double materiality approach.

For 2025, the Novabase Group chose to focus the number and groups of stakeholders involved in the assessment of our sustainability-related impacts, risks and opportunities exclusively within the Company, namely internal specialists and executive and non-executive members of the Board of Directors.

The collection of responses made it possible to identify the most significant impacts, as well as any risks and opportunities associated with the Company's activities, as further detailed below. All responses were presented to and discussed with the Board of Directors.

Methodology

In 2024, Novabase carried out its first double materiality assessment aligned with the guidance published in the Corrigendum to Commission Delegated Regulation (EU) 2023/2772 of 31 July 2023 (which supplements Directive 2013/34/EU of the European Parliament and of the Council as regards sustainability reporting standards), as well as the Group's own interpretation of the standards.

With the aim of obtaining a clear view of the Novabase Group's economic, strategic and sustainability dynamics, a new and more detailed assessment was conducted in 2025. The assessment began with an impact assessment (inside-out) of the effects of Novabase's operations on the environment and society, followed by a financial assessment (outside-in), focusing on external trends in sustainability-related topics and how they impact, or may impact, the Group's business.

In the impact assessment, both positive and negative impacts were considered, covering both actual and potential sustainability matters. In the financial assessment, potential sustainability-related risks and opportunities that could generate a positive or negative financial impact on the Company's business were analyzed.

This approach covered a range of essential aspects to support a better understanding of the Group's structure and functioning, including its business model, its regulatory and legal context, the identification of customer, partner and supplier segments, the mapping of financial flows, the characterisation of the main operational activities, and the identification of the key stakeholders affected, or potentially affected, positively or negatively, by Novabase's operations.

Based on this assessment, a structured list of IROs was prepared, which served as the basis for the subsequent assessment of material topics. The IROs and topics are aligned with the standards set out in the ESRS, ensuring compliance with regulatory requirements and supporting transparent reporting consistent with European sustainability best practices.

Impact materiality

According to the ESRS, a sustainability matter is material from an impact perspective when it relates to the undertaking's material actual or potential impacts, positive or negative, on people or the environment over the short-, medium- and long-term time horizons. Impacts include those related to the undertaking's operations and its upstream and downstream value chain, namely through its products and services, as well as through its business relationships.

In line with ESRS guidance, three parameters were used to score the severity of our actual impacts:

• Scale: how severe the negative impact is, or how beneficial the positive impact is for people or the environment;
• Scope: how widespread the negative or positive impacts are. In the case of environmental impacts, scope can be understood as the extent of environmental damage or the geographic perimeter. In the case of impacts on people, scope can be understood as the number of people adversely affected;
• Irremediable character of the impact: whether and to what extent negative impacts can be remedied, i.e., restoring the environment or affected people to their prior state.

Severity for actual negative impacts was determined by assigning equal weight to the three parameters above, whereas for actual positive impacts, severity resulted from equal weighting of the Scale and Scope parameters only.

For potential impacts (both positive and negative), an additional parameter was included:

• Probability: a measure of the expected occurrence of an impact, ranging from rare events to highly likely occurrences.

For positive and negative potential impacts, Severity and Probability were weighted equally. In the case of potential negative impacts on Human Rights, the Severity of the impact prevails over its Probability of occurrence.

The impact materiality rating ranges from 1 (very low) to 5 (very high).

Financial materiality

According to the ESRS, a sustainability matter is material from a financial perspective if it triggers, or may trigger, material financial effects on the undertaking. The identification of risks (negative contribution) and opportunities (positive contribution) that affect, or may potentially affect, the Novabase Group's financial performance in the short, medium or long term was the starting point of the financial materiality analysis. The existence of dependencies on natural and social resources was also considered as a source of financial risks or opportunities, whereby such dependencies may:

• influence the undertaking's ability to continue using or obtaining the resources required for its processes, as well as the quality and pricing of those resources;
• affect the undertaking's ability to rely on relationships that are necessary for its business processes under acceptable conditions.

After identifying risks and opportunities, Novabase determined which of them are material for the purposes of disclosing information in accordance with the ESRS. The classification was based on a combination of criteria, including:

• Probability of occurrence: defined as the measure of the expectation that a financial effect will occur, ranging from rare events to highly likely events.

• Potential magnitude of financial effects determined based on appropriate thresholds, with the Company having divided them into the following parameters:

  • Financial position: impact on the Company's financial position and/or performance, including cash flows, by reference to the magnitude of costs, penalties or lost profits at the level of the Company's EBITDA;
  • Business continuity: dependencies were assessed by considering the interruption of critical business processes in number of days and may have an impact in at least two ways:
    • they may affect the undertaking's ability to continue using or obtaining the resources required for its business processes, as well as the quality and price of those resources;

• they may affect the undertaking's ability to continue relying on relationships necessary for its processes under acceptable conditions.

• • Access to financing: impact on Novabase's ability to obtain capital from investors, banks or other financial institutions, and the cost to the Company of obtaining such capital;

• • Reputation: impact on the Company's reputation and on the perception of its market value by its various stakeholders;

• • Human capital: impact on employees' engagement, relationship and commitment to the organization, namely in terms of retention and turnover, as well as on the reputation and attractiveness of talent and skills.

As with impact materiality, the magnitude of financial materiality ranges from 1 (very low) to 5 (very high).

ENVIRONMENT

E1 ESRS 2 GOV-3 – Integration of sustainability-related performance in incentive schemes

The Company has a Remuneration Committee, appointed by the General Meeting, to set the remuneration of each member of the corporate bodies, in accordance with the Remuneration Policy approved at the General Meeting of 22 May 2025.

The variable component of the remuneration of the members of the Board of Directors is determined annually by the Remuneration Committee at the beginning of each financial year, by reference to the performance of Novabase and the directors throughout the previous financial year. Part of the variable component is based on non-financial criteria, namely the Company's performance on environmental indicators, and should reflect the achievement of targets for those indicators as defined by the Remuneration Committee, as well as the Remuneration Committee's qualitative assessment of the activity carried out by the Board of Directors. Quantitatively, no percentage has been established that directly affects the remuneration of the Board of Directors.

Further details on the policy and remuneration structure of the Company's corporate bodies can be found in the Corporate Governance Report, under the section "Report of the Board of Directors on Remuneration".

E1-1 Transition plan for climate change mitigation

Sustainability has gained relevance in recent years as a means of highlighting the growing urgency to combat climate change, promote equality, diversity and inclusion, and foster sustainable economic development through transparency and ethics in business.

In the context of climate change, Novabase generates a positive impact by supporting clients in digitalising and optimizing processes through agile delivery, contributing to the reduction of their GHG emissions. In parallel, the services provided enable improved operational efficiency through resource optimization and reduced consumption and emissions and, consequently, support clients in meeting their sustainability objectives, while simultaneously creating value for the Group.

Accordingly, following the double materiality assessment carried out, Novabase concluded that it does not have material negative impacts in the context of climate change mitigation. Given the nature of the Group's activities, predominantly based on the provision of digital services and the development of technology solutions, they do not involve carbon-intensive production processes nor significant direct emissions.

Within the Environmental pillar, and in order to contribute to the objective of limiting global warming to 1.5°C set out in the Paris Agreement, Novabase has established a transition plan for climate change adaptation and mitigation, approved by the Board of Directors, aligned with the organization's strategic priorities and embedded in decision-making processes. For the Group's direct operations, the plan is based on the progressive reduction of greenhouse gas (GHG) emissions, with short-, medium- and long-term targets for Scopes 1 and 2. In parallel, specific targets are established for Scope 3, covering the value chain. Key initiatives include contracting electricity from renewable sources, promoting remote working practices to reduce emissions associated with commuting, and renewing the Group's fleet with electric and hybrid vehicles. With respect to the value chain, the plan sets out rules to be complied with by the Group's suppliers (both at supplier selection and throughout the supplier relationship), the adoption of more efficient technology solutions, and the optimization of Novabase's operations.

In addition, the transition plan is aligned with the Company's financial planning, taking into account the investment needs associated with its implementation, as well as potential impacts on operating costs and efficiency in the medium and long term, thereby ensuring its economic viability and consistency with sustainable growth objectives. To date, the costs incurred in implementing the plan have not been significant. In the following sections, readers can find updates on the implementation of the plan, as well as the respective targets.

Novabase has no operational exposure to activities related to coal, oil or natural gas.

					Category
# IRO-E1	Topic	Sub-topic	IRO description	Impact	Risk	Opportunity
1	E1	Transition plan for climate change adaptation	Positive impact from Novabase services through Agile Deliverycontributes to decrease GHG emissions of clients	X
2	E1	Transition plan for climate change adaptation	Enable clients to achieve sustainability targets and optimizeoperations through the Novabase's services, generatingfinancial value to the Group			X

GHG emissions reduction targets

Novabase maintained its Sustainability Committee, overseen by the Board of Directors, thereby increasing its importance in decision-making. The Board of Directors is informed at least quarterly on the progress and implementation of policies and actions, as well as on the achievement of objectives related to sustainability topics.

The objectives and targets for reducing greenhouse gas emissions were approved by Novabase's Board of Directors. More detailed objectives and targets can be found in section E1-4 – Targets related to climate change mitigation and adaptation, below.

Progress in implementing the Transition Plan

Since 2023, the Novabase Group has increased its focus on implementing the transition plan defined, based on the established short-, medium- and long-term objectives. The level of achievement of this plan can be consulted in sections E1-3 and E1-4 below.

Qualitative assessment of potential "locked-in" greenhouse gas emissions

Novabase carried out a qualitative assessment of potential "locked-in" greenhouse gas (GHG) emissions associated with its main assets and services and concluded that these are not considered significant. Novabase's activities do not depend on infrastructure or assets that are GHG-emissions intensive and that could generate material emissions over time. Accordingly, no relevant risk of structurally locked-in emissions arising from existing assets or services was identified. Consequently, these potential emissions are not expected to jeopardise the achievement of Novabase's GHG emissions reduction targets, nor to constitute a material source of transition risk. Nevertheless, Novabase will continue to monitor its asset base and operational practices, ensuring ongoing alignment with its climate objectives and evolving regulatory requirements.

Alignment with Commission Delegated Regulation (EU) 2021/2139

The Novabase Group does not currently consider it necessary to adjust its plans for its economic activities (revenues, CapEx and OpEx) to be aligned with the criteria set out in Commission Delegated Regulation (EU) 2021/2139.

Activities incompatible with the Paris Agreement

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Novabase does not carry out activities considered incompatible with achieving the objectives of the Paris Agreement.

Novabase has no activities related to coal, oil or natural gas.

E1 ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Scope of the resilience analysis

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The climate resilience analysis was conducted as part of the materiality assessment carried out in 2025.

The analysis covered Novabase's main operations (IT service provision), including offices and technological infrastructure used in the Group's operations, as well as the main value chain activities related to the provision of digital services.

The assessment considered different time horizons (short, medium and long term) and analyzed both physical climate-related risks, such as extreme weather events that may affect business continuity, and transition risks, including regulatory changes, evolving customer expectations regarding sustainability, and potential impacts on energy costs and digital infrastructure. This analysis made it possible to assess the ability of Novabase's business model and strategy to remain resilient in the context of a transition to a low-carbon economy.

No material exclusions of physical or transition risks were identified in the analysis performed.

The results indicate that, due to the predominantly digital nature of Novabase's operations, transition risks may represent more relevant impacts for the Group than direct physical risks, although they were not quantified and were not considered material in the Double Materiality assessment.

The time horizons used for the transition analysis are consistent with those used for the double materiality assessment, as detailed in section IRO-1.

Description of the ability to adjust or tailor the strategy and business model to climate change

Novabase regularly assesses its ability to adjust and adapt its strategy and business model to climate change in the short, medium and long term. Given the sector in which the Group operates, this capability is primarily associated with adapting its digital services, improving the efficiency of its technology infrastructure and evolving services to support the transition to a low-carbon economy.

The Group also continuously assesses opportunities to optimise its technology infrastructure, including IT systems and cloud services, with the aim of improving energy efficiency and reducing emissions associated with its operations, and extending these practices to its value chain. With regard to the adoption of new technologies, the acceleration of cloud computing adoption is expected to continue, along with a continued focus on artificial intelligence solutions. The strategy also includes the development of training programmes for its talent workforce, enabling the alignment of Novabase employees' skills with emerging needs related to sustainable digitalisation and the climate transition. These initiatives help to strengthen the resilience of the business model and the Novabase Group's ability to adapt in the face of future climate challenges. In this way, Novabase maintains a structured capacity to adjust its strategy and business model where necessary, remaining positioned as a reference partner for its current and prospective clients, while also supporting its own workforce.

Type of climate-related risk

Novabase assessed climate-related risks that may affect its operations and business model, distinguishing between physical risks and transition risks.

Physical risks are mainly associated with extreme climate events or gradual changes in climate that may affect the operational continuity of technology infrastructure, such as data centers, offices or communication networks.

Regarding transition risks, emphasis is placed on risks related to changes in the regulatory framework on climate matters and the increasing expectations of clients and investors regarding environmental performance.

Both physical and transition risks were considered immaterial for Novabase's activities, and no material negative impacts are anticipated arising from extreme climate events or from changes in the regulatory or market environment. Nevertheless, these risks have been identified and are monitored, based on the qualitative assessment performed, which assigned a low probability and low to moderate impacts to the risks considered.

E1 ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks and opportunities

Description of the process in relation to climate change impacts

As part of the process to identify and assess climate-related impacts, risks and opportunities, Novabase carried out an integrated analysis aligned with the requirements of ESRS 2 IRO-1. The analysis considered the Group's activities, the location of its operations, the technological infrastructure used in service delivery, and the main elements of the value chain. Potential environmental impacts of Novabase's operations were assessed, as well as physical and transition risks associated with climate change, taking into account different time horizons (short, medium and long term). The process included the collection of internal information and the analysis of sector data and relevant regulatory trends for the sector in which Novabase operates. Based on this assessment, the climate-related impacts, risks and opportunities most relevant to Novabase's business model were identified (as presented in the table of material IROs in this chapter) and were integrated into the risk management process and considered in the development of the sustainability strategy and initiatives for emissions reduction and energy efficiency.

Description of the process regarding climate-related physical risks within the company's own operations and throughout the value chain

Novabase assessed climate-related physical risks in its operations and along the value chain, including technology suppliers. Physical risks were considered immaterial for Novabase's activities, and no material negative impacts are anticipated arising from extreme climate events. Nevertheless, these risks have been identified and are monitored, namely through Novabase's business continuity management system (certified under ISO 22301), based on the qualitative assessment performed, which assigned a low probability and low to moderate impacts to the risks considered.

More information on physical risks can be found in section E1 ESRS 2 SBM-3 above.

Climate-related risks identified over short-, medium- and long-term time horizons

Climate-related physical risks were identified in the short, medium and long term as part of Novabase's risk management system and materiality assessment. This process included the identification of acute and chronic climate risks, in accordance with the classification set out in Commission Delegated Regulation (EU) 2021/2139. The time horizons used are consistent with those used for the double materiality assessment, as detailed in section IRO-1.

The acute risks considered include extreme weather events, such as severe storms, floods and extreme heatwaves, which may cause potential operational disruptions or failures in critical infrastructure.

Chronic risks analyzed include gradual climate changes, such as average temperature increases and changes in precipitation patterns, which may affect buildings or the reliability of technology infrastructure over time.

Based on this identification, Novabase analyzed the exposure of its assets and activities to these climate risks, considering different time horizons and factors such as the geographic location of its facilities, its dependence on digital infrastructure (namely cloud service providers) and its operational continuity.

As at the date of this report, Novabase has not carried out a quantitative climate scenario analysis.

Use of the climate scenario analysis to justify identifying and assessing short, medium and long-term physical risks

The climate risk assessment was performed qualitatively, without using climate scenario analysis. This approach was considered appropriate for Novabase's digital profile and low exposure, allowing the identification of relevant risks and opportunities based on the available evidence.

Process for identifying risks and opportunities tied to the climate transition within the company's own operations and throughout the value chain

In the context of Novabase's activities, the entity carried out a qualitative analysis of climate-related transition risks and opportunities, considering its operations and the upstream and downstream value chain. The Group's current policies, as well as technological developments and market changes towards decarbonization, were taken into account.

In identifying climate transition events, Novabase considered, in particular, strengthened regulation (including reporting requirements), potentially increasing customer pressure for sustainable digital solutions, rising energy costs, and technological developments towards more efficient IT infrastructure (e.g., optimised cloud computing and more energy-efficient data centers).

With regard to the exposure of assets and activities, Novabase concludes that its physical assets have low carbon intensity and limited direct exposure to material transition risks. However, indirect risks may arise in the future in connection with providers of technology infrastructure (data centers) with higher energy intensity, as well as from the need for ongoing adaptation to regulatory requirements and market expectations. On the other hand, opportunities were identified, namely in the development and offering of digital solutions that support customers' decarbonization and the optimization of processes through data technologies and artificial intelligence.

Overall, transition risks were considered low but short term, given the nature of the sector in which Novabase operates, which is neither carbon intensive nor dependent on infrastructure with high emissions-related regulatory risk.

Opportunities associated with the climate transition are moderate, but medium to long term, positioning Novabase favorably to potentially benefit from increasing demand for sustainability-aligned digital services.

The time horizons used are consistent with those used for the double materiality assessment, as detailed in section IRO-1, and aligned with the Group's Sustainability Policy. The assessment performed was qualitative and proportionate to Novabase's size, nature and risk profile, based on regulatory, technological and market trends relevant to the Group.

In this context, although Novabase considered assumptions consistent with the transition to a low-carbon economy, it did not develop detailed climate scenario modelling as set out in paragraphs 18, 19 and AR 13 to AR 15.

Novabase assessed its assets and operations, as well as its value chain, in the context of the transition to a carbon-neutral economy. No assets or activities were identified that are materially incompatible with that objective, nor that would require significant transformation efforts to ensure compatibility.

Given the nature of the Group's operations, characterized by relatively low direct emissions intensity, no relevant situations of locked-in GHG emissions were identified, nor incompatibilities with the alignment criteria set out in Commission Delegated Regulation (EU) 2021/2139.

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Across its value chain, Novabase recognizes dependencies on providers of technology infrastructure, namely cloud services and data centers, whose energy and carbon intensity may influence overall performance. Nevertheless, these exposures are considered limited and are progressively mitigated by the increasing availability of more efficient, decarbonization-aligned solutions from suppliers.

The identification and assessment of physical and transition risks, as well as climate-related opportunities, were not supported by a detailed quantitative climate scenario analysis, including a structured set of scenarios across short-, medium- and long-term horizons. Novabase adopted a qualitative and proportionate approach, taking into account widely recognized trends in climate policies, technological developments and market dynamics, consistent with the transition to a low-carbon economy.

Although no formal modelling based on specific scenarios was applied, the Group considered assumptions aligned with decarbonization pathways, including strengthened regulation, rising energy costs and increasing demand for sustainable solutions. This approach adequately informed the identification and assessment of the main risks and opportunities across the different time horizons.

As noted above, Novabase did not use a formal quantitative climate scenario analysis requiring direct reconciliation with the critical assumptions considered in the financial statements. Nevertheless, the qualitative assumptions adopted, namely the progressive transition to a low-carbon economy, strengthened climate regulation and increasing demand for sustainable digital solutions, are consistent with the estimates and judgements underlying the financial statements.

No material impacts were identified that would require significant adjustments in areas such as asset useful lives, impairments, provisions or going concern assumptions, and climate-related risks and opportunities are considered to be of low financial materiality in the short term.

E1-2 – Policies in place to manage material impacts, risks and opportunities related to climate change mitigation and adaptation

As a technology sector company, Novabase aims to remain focused on delivering increasingly advanced technology offerings, targeted at the Financial Services and Telecommunications industries.

Novabase's policies address material impacts, risks and opportunities by establishing principles and guidance for the development and delivery of efficient and sustainable digital services. These policies promote the design of technology solutions that integrate energy-efficiency criteria, resource optimization and the reduction of environmental impacts, from design through to implementation and operation. At the same time, they ensure the identification and mitigation of risks associated with the energy consumption of digital infrastructure, data use and technological dependencies, incorporating continuous improvement practices and responsible innovation.

Documents	Main topics	In chargeof implementation	Availabilityof the policy
Sustainability Policy	The Sustainability Policy defines principlesand practices for minimizing environmental impacts, promoting responsible useof resources and fostering sustainabledevelopment, creating a balance betweeneconomic growth, social responsibility andenvironmental protection.	Novabase Group and otherstakeholders	Sustainability Department	Corporate website
Quality, Environmentand Occupational Healthand Safety ManagementSystem Policy	The Quality, Environment and OccupationalHealth and Safety Management System Policydefines guidelines for ensuring operationalexcellence, environmental sustainabilityand protecting the health and safety ofworkers, promoting a safe and healthy workenvironment.	Novabase Group	Corporate Developmentand Business SupportDepartment	Corporate website andintranet
Supplier managementprocess	The supplier management process defineshow suppliers are qualified, monitored,assessed, requalified or disqualified in asystematic and documented manner.	Novabase Group and otherstakeholders	Business SupportDepartment	Intranet

Novabase's Sustainability Policy takes a cross-cutting approach to the main climate-related areas, namely mitigation, energy efficiency and renewable energy.

In the area of climate change mitigation, Novabase has implemented GHG emissions reduction measures, including the electrification of its vehicle fleet, the reduction of emissions associated with business travel, and the optimization of energy consumption in its operations.

Regarding energy efficiency, Novabase promotes the use of centralized energy management systems, HVAC control and the replacement of lighting with LED technology, aiming to reduce energy consumption and improve the environmental performance of its facilities. With respect to the adoption of renewable energy, the entity committed to transitioning to 100% electricity consumption from renewable sources and fully achieved this objective in 2025.

Regarding climate change adaptation and associated potential risks, this dimension is considered indirectly through the management of operational risks and the resilience of the services provided by the Group. No specific policies have been identified, given Novabase's low direct exposure to relevant physical risks.

Novabase has also implemented an Environmental Management System (ISO 14001) as part of its Integrated Management System (Quality, Environment, Occupational Health and Safety). The Integrated Management System is governed by a Policy aligned with Novabase's Vision and Values and with stakeholders' needs. Internal and external audits are carried out annually by certification bodies, confirming compliance and the continuous improvement of the system. In addition, the Group has an environmental and safety policy that sets out the requirements to be met in the purchase and supply of goods and services.

E1-3 – Actions and resources related to climate change mitigation and adaptation

Novabase has defined and is implementing a set of actions aimed at mitigating climate change and reducing the environmental impact of its operations, even though these were not considered material in the 2025 double materiality assessment. These actions are aligned with its sustainability strategy and reflect Novabase's commitment to continuous improvement and the regular monitoring of its environmental performance.

The main levers for decarbonization focus on optimizing energy consumption, exclusively from renewable energy sources, reducing travel through hybrid working, transforming the vehicle fleet, and selecting suppliers aligned with the Group's commitments.

Environmental monitoring includes a set of performance indicators such as electricity consumption, thermal energy, water, diesel and petrol consumption, recycling of plastic, cardboard and paper, glass, and greenhouse gas emissions, ensuring continuous monitoring of the organization's environmental impact.

In terms of concrete actions, Novabase has been investing in renewing its fleet with electric and hybrid vehicles and in energy-efficiency projects, such as installing electric chargers and reducing its carbon footprint. In addition, the Group maintained its focus on the international market through Nearshore Agile deliveries. In parallel, it also maintained the objective of reducing the Group's carbon emissions from business travel, which are included in Scope 3.

In 2023, the Group committed to transitioning to 100% fully electric or hybrid vehicles by 2035, in order to reduce its direct Scope 1 GHG emissions, and 2025 was marked by positive progress in this action. This progress reflects the Group's growing awareness of the importance of reducing dependence on fossil fuels and the environmental impact associated with their use.

	2023	2024	2025
Electric	20	59	81
Hybrid	1	1	1
Plug-in hybrid	184	202	152
Fossil fuel	146	106	49
Total	351	368	283

The evolution of emissions is detailed in section E1-6 below.

As regards Scope 2 emissions, these actions include monitoring and optimizing energy consumption across the Group's operations, and reducing these emissions through the transition to 100% renewable energy consumption, achieved in 2025.

In order to improve energy efficiency and promote a more sustainable work environment, the Group has maintained, and will continue to maintain, a Centralised Management System in its operations in Portugal, which controls facility operating periods, as well as the replacement of all fluorescent lighting with LED lighting. In addition, in 2024 Novabase implemented thermal insulation for heat exchangers, as well as thermal insulation for accessories of the primary circuit (valves, filter and tapping points) of the thermal power plant substation. These improvements aim to increase system efficiency and reduce energy waste.

In 2025, Novabase maintained its Nearshore Agile delivery model and, in line with the Group's strategic objectives, its focus on the international market. In parallel, it also maintained the objective of reducing the Group's carbon emissions from business travel, which fall under Scope 3. This indicator evolved favorably in 2025, achieving a reduction in emissions from this category (both in absolute terms and in intensity per million of international revenue), as presented in section E1-6. The sharp decrease was driven by a selective strategy and a focus on profitability, particularly in the Middle East.

In addition, the organization promotes sustainable practices throughout its value chain, namely by raising awareness and assessing suppliers based on environmental criteria. These actions reflect a comprehensive approach to the supplier chain, ensuring that suppliers comply with environmental, legal and ethical requirements, thereby extending climate-related practices beyond Novabase's direct operations.

All actions are aligned with the overall objectives of reducing environmental impacts, improving energy efficiency and contributing to decarbonization targets. Quantitatively, targets and annual progress can be consulted in section E1-4 below.

The time horizon associated with these actions is continuous in nature, with all actions being implemented in the short term.

As at the date of this report, Novabase had not yet detailed the financial resources associated with these actions, namely in terms of investments (CapEx) or operating expenses (OpEx). However, to date, the actions implemented have not represented a material investment or operating expense, and it is not expected that they will become material in the future or that any potential constraints will arise.

E1-4 – Targets related to climate change mitigation and adaptation

In line with the commitments undertaken in 2023, the Novabase Group continued in 2025 to implement and execute its strategy towards its short-, medium- and long-term objectives, considering the policies and actions relating to the Environment topic.

The targets detailed below were identified and quantified as they are considered the Group's main levers for decarbonization, including the optimization of energy consumption, the reduction of travel and the selection of suppliers that are environmentally aligned with the Group's commitments. The Group estimated the contribution of each lever to the overall reduction of GHG emissions and aligned them with the objectives of the Paris Agreement, although the targets presented below have not been formally submitted for sciencebased validation.

These targets were established to monitor the effectiveness and evolution of the actions described in the previous section (E1-3). They are used as performance indicators to continuously monitor the effectiveness of climate-related policies and actions, enabling the monitoring of progress against established objectives, the identification of deviations and the implementation of corrective measures where necessary. This monitoring is integrated into Novabase's management and reporting processes, ensuring the regular assessment of climate performance and the alignment of operational and strategic decisions with the commitments undertaken, thereby demonstrating Novabase's alignment with the fight against climate change and with the transition to more sustainable operating models.

Taking into account the material IROs for E1 identified by the Group, the targets established for Scope 3 relate to emissions concentrated in category 6, Business Travel, as this is the category with the greatest impact for Novabase given its business model, which is primarily focused on the international market. Nevertheless, the evolution in 2025 was positive compared to the base year (2023), with a reduction of approximately 27% in these emissions. In 2025, this sharp decrease was driven by a selective strategy and a focus on profitability, particularly in the Middle East.

t/CO2	2023(Base year)	2027T	2030T	2035T
Scope 1	295	162	152	146
Scope 2 (Market-based)	250	135	0	0
Scope 3 (Category 6 – Business Travel)	899	865	835	825
Total	1444	1162	987	971

Greenhouse gas (GHG) emissions reduction targets

The targets defined above do not include greenhouse gas removals, carbon credits or emissions avoidance as a means of achieving the targets.

Novabase defined 2023 as the base year for monitoring progress against its GHG emissions reduction targets and assessed its representativeness in terms of the activities covered and the Group's operating conditions. Considering the stable nature of operations and the absence of significant variations arising from atypical internal and external factors, namely climate anomalies with a relevant impact on energy consumption, Novabase considers the 2023 baseline to be appropriate and not to require additional normalisation or the use of multi-year averages. Nevertheless, this assumption will be reviewed if necessary to ensure the ongoing reliability and comparability of reported performance.

Since 2023, there have been no changes to the reporting boundaries. Therefore, it has not been necessary to adjust either the base year or its value during the reporting period of this report.

Novabase's GHG emissions reduction targets were defined in alignment with the principles of the GHG Protocol, ensuring consistency in the accounting and reporting of emissions in Scopes 1 and 2 and, where applicable, Scope 3. However, these targets were not formally established as science-based.

A description of the main decarbonization levers adopted by Novabase is provided in section E1-3 above, which presents initiatives related to energy efficiency, the use of renewable energy and other relevant measures.

As at the date of this report, Novabase has not carried out tests or analyses based on different climate scenarios, including scenarios compatible with limiting global warming to 1.5°C. Consequently, a diverse range of environmental, social, technological, market or climate-policy developments was not considered in a structured manner to support the identification and prioritisation of its decarbonization levers.

E1-6 - Gross Scopes 1, 2, 3 and Total GHG emissions

t/CO2	2023	2024	2025
Scope 1	295	253	166
% of emissions covered by regulated emissions trading schemes	0%	0%	0%
Scope 2 (Market-based)*	250	183	152
Scope 2 (Location-based)**	162	159	177
Scope 3 (Category 6 – business travel)	899	870	656

* As from 2025, the values presented refer to thermal energy emissions. For the calculation of emissions associated with thermal energy, the values related to natural gas from Order No. 17313/2008 of the DGEG were used.

** Calculated based on the APA 2025 emission factor for mainland Portugal.

Note: The calculation methodology is aligned with the GHG Protocol.

The 2025 Scope 3 figure was positively influenced by a lower number of trips, reflecting a selective strategy and a focus on profitability, particularly in the Middle East. The targets presented for the subsequent years (2027, 2030 and 2035) assume the continued focus on international business, namely Europe and the Middle East, which justifies Scope 3, category 6 values aligned with the pre-2025 levels.

Novabase is progressively assessing the remaining Scope 3 categories. However, they are not expected to be as material as the business travel category.

t/CO2	2023	2024	2025
Total emissions (Market-based)	1444	1306	974
Total emissions (Location-based)*	1355	1282	999

* Calculated based on the APA 2025 emission factor for mainland Portugal. Note: The calculation methodology is aligned with the GHG Protocol.

For the purposes of calculating GHG emissions, the boundary considered corresponds to the same boundary used in the financial statements, i.e., it covers the consolidated accounting group, including the parent company and all its subsidiaries, as recommended by the GHG Protocol. In this way, consistency and alignment are ensured between financial information and the other data reported, ensuring that all entities included in the consolidated group are taken into account.

Scope 1 emissions

The Novabase Group's Scope 1 emissions relate to emissions from the Company's vehicle fleet. No biogenic CO2 emissions were identified.

Scope 2 emissions

The Scope 2 emissions presented result from the purchase of energy for Novabase's electricity consumption (100% renewable electricity from 2025 onwards, with the respective guarantees of origin) and thermal energy used to carry out its activities in its offices. No biogenic CO2 emissions were identified.

Scope 3 emissions

For the calculation of Scope 3, Novabase included in its emissions inventory only category 6 – Business Travel, as this is the category with the greatest impact for Novabase given its business model, which is primarily focused on the international market. For this calculation, information from travel management and service providers was used, enabling a more accurate quantification of emissions associated with the relevant travel. The calculation boundary is consistent and comparable with that used in the financial statements.

As on the date of this report, Novabase did not have complete information for the remaining Scope 3 categories. However, it plans to progressively increase coverage of the other categories within this scope. No biogenic CO2 emissions were identified.

GHG emissions intensity per revenue

Total emissions per unit of revenue were calculated using the revenues presented in the consolidated financial statements of the Novabase Group for each year shown below. For 2025, the value considered was EUR 124,465 thousand, as presented in the Financial Statements chapter, note 5.

t/CO2 /M€	2023	2024	2025
Annual revenues (thousand €)	132,556	134,188	124,465
Total emissions (Market-based)	10.9	9.7	7.8
Total emissions (Location-based)	10.2	9.6	8.0

Novabase did not purchase or use carbon credits in 2025, nor does it undertake any projects to offset or remove emissions. Furthermore, no internal carbon pricing mechanism has been put in place.

European Taxonomy

As in previous years, the Novabase Group is also subject to Article 8 of the EU Taxonomy Regulation (EU 2020/852, hereinafter the "Taxonomy Regulation").

The European Taxonomy is structured around two fundamental components: the eligibility and the alignment of economic activities. Eligibility refers to the identification of activities that fall within the scope of the Taxonomy, i.e., economic activities that are expressly listed in the delegated acts of the European Commission and, for that reason, have the potential to contribute to environmental objectives. Accordingly, an eligible economic activity is one that is included in Taxonomy, regardless of whether, at a later stage, it meets the technical screening criteria required to be considered environmentally sustainable.

Alignment, in turn, corresponds to the extent to which an eligible economic activity fully meets the requirements set out in the European Taxonomy to be considered environmentally sustainable. For an activity to be classified as aligned, it must demonstrate a substantial contribution to at least one of the environmental objectives, do no significant harm to the other objectives (the "Do No Significant Harm" principle), ensure compliance with minimum safeguards, and meet the applicable technical screening criteria. Therefore, only activities that cumulatively satisfy all these requirements may be considered aligned economic activities for the purposes of the European Taxonomy.

Aligned activities are organized around three components:

• Substantial contribution (SC): activities that substantially contribute to one or more of the six EU environmental objectives, as detailed in Articles 10 to 15 of the Taxonomy Regulation (1. Climate change mitigation - CCM; 2. Climate change adaptation - CCA; 3. Sustainable use and protection of water and marine resources - WTR; 4. Transition to a circular economy - CE; 5. Pollution prevention and control - PPC; 6. Protection and restoration of biodiversity and ecosystems - BIO);
• Do No Significant Harm (DNSH): not causing significant harm to any of the environmental objectives within the meaning of Article 17 of the Taxonomy Regulation (climate change mitigation, climate change adaptation, the sustainable use and protection of water and marine resources, the transition to a circular economy, pollution prevention and control, and the protection and restoration of biodiversity and ecosystems);
• Minimum safeguards (MS): compliance with the Minimum Safeguards in accordance with Article 18 of the Taxonomy Regulation, which are based on social and governance criteria requiring respect for human and labour rights and fundamental ethical principles for an economic activity to be considered environmentally sustainable.

Considering the Climate Delegated Act and the Environmental Delegated Act (the latter having been considered immaterial to the business), Novabase analyzed all European Taxonomy-eligible activities potentially applicable to the IT services market in which Novabase operates. Accordingly, Novabase provides the following information:

• its "eligible" activities, based on the list of environmentally sustainable economic activities defined by the European Taxonomy;
• its "aligned" activities with the three components of the Taxonomy mentioned above;
• disclosure of Taxonomy-aligned activities in amount and percentage of turnover (revenues from sustainable activities), OpEx (operating expenditure on sustainable activities) and CapEx (investments in sustainable activities).

The activities considered eligible are mainly focused on the development and integration of IT systems and services applied to the telecommunications and financial services sectors.

These activities were considered eligible insofar as they fall within the European Taxonomy categories associated with the development and implementation of digital solutions with potential contributions to environmental objectives, namely through clients' digital transformation.

No Taxonomy-aligned activities were identified due to challenges in fully meeting the technical screening criteria.

The presentation and calculation of the turnover, CapEx and OpEx indicators were carried out in accordance with the provisions set out in Commission Delegated Regulation (EU) 2026/73 of 4 July 2025 (the Omnibus Delegated Act), which amended Delegated Regulation (EU) 2021/2178 and Delegated Regulations (EU) 2021/2139 and (EU) 2023/2486.

Template 1: Proportion of turnover, CapEx and OpEx of products or services associated with Taxonomyeligible or Taxonomy-aligned economic activities — disclosure for 2025 (summary of KPIs)

Financialyear		2025
						Breakdown by environmental objectives of Taxonomy		aligned activities
KPI	Total	ProportionofTaxonomyeligibleactivities	Taxonomyalignedactivities	ProportionofTaxonomyalignedactivities	ClimateChangeMitigation	ClimateChangeAdaptation	Water	CircularEconomy		Pollution Biodiversity	Proportion of enabling activities	Proportion of transitional activities	Not assessed activities considerednon material	Taxonomy aligned activities in previousfinancial year (2024)	Proportion of Taxonomy aligned activitiesin previous financial year (2024)
Text	Currency		Currency	%	%	%	%	%	%	%	%	%	%	Currency	%
Turnover	124 464 616 €	26.1%	0€	0%	0%	0%	0%	0%	0%	0%	0%	0%	0%	0€	0%
CapEx	5 408 104 €	54.3%	0€	0%	0%	0%	0%	0%	0%	0%	0%	0%	0%	0€	0%
OpEx	2 016 174 €	0%	0€	0%	0%	0%	0%	0%	0%	0%	0%	0%	0%	0€	0%

Turnover

An assessment was carried out of the projects that generated turnover for the Novabase Group, concluding that the Taxonomy-eligible activities at Novabase Group level are as follows:

• CCM 8.1. Data processing, information storage and related activities: storage, manipulation, management, movement, control, display, switching, exchange, transmission or processing of data by means of data centers, including edge computing (NACE code: J.63.11);
• CCM 8.2. Technical solutions geared toward reducing greenhouse gas emissions: development or use of technology solutions aimed at collecting, transmitting, storing, modelling and using data, with the objective of reducing greenhouse gas emissions. These solutions may include, among others, the use of decentralized technologies, the Internet of Things (IoT), 5G and Artificial Intelligence (NACE codes: J.61, J.62 and J.63.11).

Eligible turnover corresponds to total sales derived from the Taxonomy-eligible economic activities mentioned above, as defined in section 1.1.1 of Annex I to Commission Delegated Regulation (EU) 2021/2178. Accordingly, the eligible numerator corresponds to the share of turnover arising from the eligible CCM 8.1 and CCM 8.2 activities.

For projects classified as CCM 8.1, eligibility is essentially driven by their nature as data processing projects. Eligible projects under CCM 8.2 relate to projects which, although not developed specifically with the objective of reducing GHG emissions, are digital solutions that fall within NACE code J.62, using IoT, 5G and artificial intelligence technologies.

The denominator corresponds to the Group's total turnover in 2025, which can be reconciled with the consolidated financial statements included in the 2025 Annual Report & Accounts, Part I, Consolidated Financial Statements.

Template 2: Proportion of turnover of products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities — disclosure for 2025 (breakdown by activity)

Reported KPI		Turnover
Financial year		2025
Economic Activities	Code	Taxonomyeligible KPI(ProportionofTaxonomyeligibleTurnover)	Taxonomyaligned KPI(monetaryvalue ofTurnover)	Taxonomyaligned KPI(ProportionofTaxonomyalignedTurnover)	ClimateChangeMitigation	Environmental objective of Taxonomy aligned activitiesClimateChangeAdaptation	Water	CircularEconomy		Pollution Biodiversity	Enablingactivity	Transitionalactivity	ProportionofTaxonomyaligned inTaxonomyeligible
Text		%	Currency	%	%	%	%	%	%	%	(E whereapplicable)	(T whereapplicable)	%
Data processing,information storage andrelated activities	CCM 8.1	22.6%	0€	0%	0%	0%	0%	0%	0%	0%			0%
Technical solutions gearedtoward reducinggreenhouse gas emissions	CCM 8.2	3.6%	0€	0%	0%	0%	0%	0%	0%	0%			0%
Sum of alignment perobjective					0%	0%	0%	0%	0%	0%
Total KPI		26.1%	0€	0%	0%	0%	0%	0%	0%	0%	0%	0%	0%

OpEx

Taxonomy-eligible operating expenditure (OpEx) corresponds to the share related to the assets and economic activities defined by the European Taxonomy, encompassing all non-capitalized direct costs arising from research and development (R&D) activities, costs related to the purchase required for the production of Taxonomy-aligned economic activities, and individual measures that enable the transformation of the activities concerned into low-carbon activities or that allow reductions in greenhouse gas emissions.

In 2025, Novabase chose to apply the OpEx disclosure exemption under the European Taxonomy, as the amount of OpEx covered by the European Taxonomy, totaling EUR 2,016,174, is not material when compared with accounting OpEx of EUR 109,912,020. Considering the values presented, Novabase opted to apply the aforementioned exemption.

For the purposes of determining Taxonomy OpEx, the non-capitalized direct costs considered include those related to research and development, building renovation measures, short-term leases, maintenance and repair, as well as any other direct expenses related to the day-to-day servicing of property, plant and equipment, performed by the Company or by third parties to whom activities are subcontracted, which are necessary to ensure the continued and effective functioning of those assets.

Template 2: Proportion of OpEx of products or services associated with Taxonomy-eligible or Taxonomyaligned economic activities — disclosure for 2025 (breakdown by activity)

Reported KPI		OpEx
Financial year		2025
			Environmental objective of Taxonomy aligned activities
Economic Activities	Code	Taxonomyeligible KPI(ProportionofTaxonomyeligibleTurnover)	Taxonomyaligned KPI(monetaryvalue ofTurnover)	Taxonomyaligned KPI(ProportionofTaxonomyalignedTurnover)	ClimateChangeMitigation	ClimateChangeAdaptation	Water	CircularEconomy		Pollution Biodiversity	Enablingactivity	Transitionalactivity	ProportionofTaxonomyaligned inTaxonomyeligible
Text		%	Currency	%	%	%	%	%	%	%	(E whereapplicable)	(T whereapplicable)	%
		0%	0€	0%	0%	0%	0%	0%	0%	0%			0%
Sum of alignment perobjective					0%	0%	0%	0%	0%	0%
Total KPI		0%	0€	0%	0%	0%	0%	0%	0%	0%	0%	0%	0%

CapEx

An assessment of the Novabase Group's capital expenditure was carried out, concluding that the Taxonomyeligible activities at Novabase Group level are as follows:

• CCM 6.5. Infrastructure for road transport and low carbon public transport: purchase, financing, renting, financial leasing and operation of vehicles in categories M1 and N1, covered by Regulation (EC) No 715/2007 of the European Parliament and of the Council, or category L (2- and 3-wheel vehicles and quadricycles) (NACE codes: H.49.32, H.49.39 and N.77.11);
• • CCM 7.7. Acquisition and ownership of buildings: acquisition of real estate and the exercise of ownership rights over such assets (NACE code: L68);
• • CCM 8.2. Technical solutions geared toward reducing greenhouse gas emissions: development or use of technology solutions aimed at collecting, transmitting, storing, modelling and using data, with the objective of reducing greenhouse gas emissions. These solutions may include, among others, the use of decentralized technologies, the Internet of Things (IoT), 5G and Artificial Intelligence (NACE codes: J.61, J.62 and J.63.11).

The amount used to calculate the eligible numerator corresponds to the amount invested by the Group in operating lease contracts for electric and plug-in vehicles during the year under review (2025). For this calculation, it was assumed that the vehicles concerned have a post-2011 registration date, comply with Euro 5 and Euro 6 standards, and fall within vehicle categories M1, N1 and L. In addition, the capitalized value of right-of-use assets relating to offices was also considered, as well as the capitalized value relating to a Celfocus project falling within the definition of CCM 8.2.

The denominator considered was the Group's total gross investment in 2025 (and the comparative period), as presented in Note 7 ("Property, plant and equipment"), which includes right-of-use assets, and Note 8 ("Intangible assets"), in the 2025 Annual Report & Accounts, Part I, Consolidated Financial Statements.

Template 2: Proportion of CapEx of products or services associated with Taxonomy-eligible or Taxonomyaligned economic activities — disclosure for 2025 (breakdown by activity)

Reported KPI		CapEx
Financial year		2025
						Environmental objective of Taxonomy aligned activities
Economic Activities	Code	Taxonomyeligible KPI(ProportionofTaxonomyeligibleTurnover)	Taxonomyaligned KPI(monetaryvalue ofTurnover)	Taxonomyaligned KPI(ProportionofTaxonomyalignedTurnover)	ClimateChangeMitigation	ClimateChangeAdaptation	Water	CircularEconomy		Pollution Biodiversity	Enablingactivity	Transitionalactivity	ProportionofTaxonomyaligned inTaxonomyeligible
Text		%	Currency	%	%	%	%	%	%	%	(E whereapplicable)	(T whereapplicable)	%
Infrastructure for roadtransport and low carbonpublic transport	CCM 6.5	16.0%	0€	0%	0%	0%	0%	0%	0%	0%			0%
Acquisition andownership of buildings	CCM 7.7	16.2%	0€	0%	0%	0%	0%	0%	0%	0%			0%
Technical solutionsgeared toward reducinggreenhouse gas emissions	CCM 8.2	22.1%	0€	0%	0%	0%	0%	0%	0%	0%			0%
Sum of alignment perobjective					0%	0%	0%	0%	0%	0%
Total KPI		54.3%	0€	0%	0%	0%	0%	0%	0%	0%	0%	0%	0%

SOCIAL

ESRS S1 – Own workforce

At Novabase, we believe that our people's contribution to the sustainability of the community and the business is greatest in an environment guided by respect and dignity, when they feel engaged and proud of their contribution to the Company's growth, when they see themselves reflected in corporate policies, and when their skills are fostered so they can develop in a working environment with open doors to diversity, equality and inclusion.

ESRS S1 SBM-2 – Interests and views of own workforce

The own workforce is a fundamental pillar in Novabase's strategy and business model. Accordingly, the Group promotes an organisational culture based on collaboration, knowledge sharing and continuous learning, encouraging employees' active participation in process improvement and in the development of customer solutions. These principles are supported by the Code of Conduct and by internal policies that reinforce respect for human rights, equal opportunities, diversity and the creation of a safe, inclusive and ethical working environment.

Employees' perspectives and needs are considered through people management practices that include regular internal feedback mechanisms, talent development initiatives, continuous training programmes and the monitoring of indicators related to engagement and talent retention. These practices enable Novabase to align its strategic decisions with employees' expectations, promoting working conditions that support wellbeing, motivation and professional and personal development. In this way, talent management and respect for human rights contribute directly to sustaining the Novabase Group's business model, based on the ability to attract, develop and retain talent.

ESRS S1 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

As the own workforce represents a fundamental pillar in Novabase's strategy and business model, the Group's talent management is positioned at the core of Novabase's governance structure and strategy.

The material impacts identified by the Novabase Group affect both employees and non-employees, within the context of their relationship with the organization and the activities they perform within the Group.

• • Employees: have an employment relationship with the Company through an employment contract subject to the applicable legislation, playing a central role in the Group's operations.
• • Non-employees: provide services independently, such as external service providers or self-employed workers (freelancers), without a direct employment relationship with Novabase.

Material impacts, risks and opportunities

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In the context of the undertaking's own workforce, the IROs identified as material were as follows:

					Category
#IRO-S1	Topic	Sub-topic	IRO description	Impact	Risk	Opportunity
1	S1	Working time	Novabase creates positive impact employees by enabling flexibleworking time arrangements (hybrid work, flexible hours),supporting work–life balance.	x
2	S1	Adequate wages	Novabase positively impact employees' financial wellbeing by payingadequate wages and ensuring fair compensation across roles andlocations.	x
3	S1	Secure employment	Novabase creates positive impacts by offering stable contractsand career progression, improving workers' financial security andwellbeing.	x
4	S1	Work-life balance	Novabase can positively impact employees' wellbeing by enablingflexible work, manageable workloads and predictable schedulesthat support work–life balance.	x
5	S1	Health and safety	Novabase positively impacts employees' health and safety byproviding safe workplaces, ergonomic setups for remote work,and mental health support.	x
6	S1	Gender equality and equal payfor work of equal value	Novabase creates positively impact gender equality by ensuringequal pay for work of equal value and fair access to hiring,promotion and leadership opportunities.	x
7	S1	Training and skillsdevelopment	Novabase positively impact employees by providingcontinuous training and upskilling, improving employabilityand career progression.	x
8	S1	Employment and inclusion ofpersons with disabilities	Novabase positively impact inclusion by providing accessibleworkplaces, assistive technologies and equal careeropportunities for persons with disabilities.	x
9	S1	Measures against violence andharassment in the workplace	Novabase positively impact employee wellbeing by preventingworkplace violence and harassment through clear policies, trainingand safe reporting channels.	x
10	S1	Diversity	Novabase positively impacts equal opportunities by building a diverseworkforce across gender, age, nationality and backgrounds.	x
11	S1	Working time	Novabase minimizes the negative impact on employees' workingtime and well-being, including excessive overtime and workloadimbalance, due to continuous monitoring and management ofproject teams.	x
12	S1	Secure employment	Novabase may face talent retention and delivery risk if insecureemployment reduces engagement and increases turnover incritical roles.		x
13	S1	Adequate wages	Novabase may face retention and reputational risk if wages are notcompetitive, leading to attrition and difficulty attracting critical talent.		x
14	S1	Work-life balance	Novabase may face burnout and attrition risk if project peaks,constant availability expectations or on-call demands underminework–life balance.		x
15	S1	Health and safety	Novabase may face absenteeism and liability risk if ergonomic risks,stress and burnout are not managed, especially in high-pressuredelivery roles.		x
16	S1	Gender equality and equal payfor work of equal value	Novabase may face legal and reputational risk if gender pay gapspersist or discrimination claims arise, affecting talent attractionand client trust.		x
17	S1	Training and skillsdevelopment	Novabase may face increased training costs as a result ofupskilling employees in emerging technologies (such as AI).		x
18	S1	Measures against violence andharassment in the workplace	Novabase may face legal, reputational and retention risk ifharassment incidents are not prevented or properly addressed.		x
19	S1	Secure employment	Novabase can improve performance and client trust by strengthening secure employment practices, increasing retention anddelivery quality.			x
20	S1	Working time	Novabase can strengthen employer branding by implementingtransparent working-time policies and tools that support sustainable pace delivery.			x
21	S1	Adequate wages	Novabase can strengthen performance and employer brand byimplementing transparent pay frameworks and regular marketbenchmarking.			x

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					Category
#IRO-S1	Topic	Sub-topic	IRO description	Impact	Risk	Opportunity
22	S1	Diversity	Novabase can improve innovation and market access bystrengthening diverse hiring pipelines and inclusive practices.			x
23	S1	Work-life balance	Novabase can improve retention and delivery quality byembedding "sustainable pace" practices and flexible policiesacross teams.			x
24	S1	Health and safety	Novabase can improve productivity and retention bystrengthening prevention programmes (ergonomics, psychosocialrisk management, wellbeing).			x
25	S1	Gender equality and equal payfor work of equal value	Novabase can strengthen performance and employer brand byimproving pay equity, inclusive leadership pipelines and retentionof women in tech roles.			x
26	S1	Training and skillsdevelopment	Novabase can increase margins and retention by buildingstructured learning pathways and internal talent mobility to fillhigh-demand roles.			x
27	S1	Employment and inclusion ofpersons with disabilities	Novabase can widen its talent pool and strengthen innovationby adopting inclusive hiring and accessible-by-design ways ofworking.			x
28	S1	Measures against violence andharassment in the workplace	Novabase can strengthen culture and productivity by embeddingzero-tolerance practices and trusted grievance mechanisms.			x

All Novabase Group policies require a high standard of environmental, social and ethical conduct, based on policies, codes and practices recognized by the market and aligned with the applicable legislation in the jurisdictions where Novabase operates.

The material positive impacts result from the systematic application of these policies and their respective action plans (described in more detail throughout this document), including initiatives related to working conditions, gender equality and equal pay for work of equal value, among others, with the aim of ensuring respect for human rights across the own workforce, and embedding these commitments within Novabase's strategy and business model.

With regard to negative impacts, despite the policies and action plans implemented, the main potential impacts within the own workforce involve workload imbalance (sporadic spikes in project intensity) and health (musculoskeletal injuries, stress risk and burnout situations).

The material risks and opportunities affecting Novabase's own workforce, as identified in the 2025 materiality assessment, are directly related to the high human-capital intensity of the business and the scarcity of qualified talent in the sector. Key risks include difficulties in attracting and retaining specialised professionals, increased turnover and wage pressure. Conversely, relevant opportunities arise from investing in skills development, continuous training programmes, flexible work models and robust well-being and inclusion policies, which increase engagement, productivity and innovation. Strengthening human capital also reinforces the value proposition for clients and partners, contributing to a sustainable competitive advantage and long-term growth.

As a technology sector company, Novabase aims to remain focused on delivering increasingly advanced technology offerings targeted at the Telecommunications and Financial Services industries, and no material impacts on its own workforce are anticipated that are significantly different from those currently identified.

Novabase did not identify operations in sectors or countries with a risk of child labour, forced labour or compulsory labour.

Based on the materiality assessment performed, Novabase did not identify groups of people within its workforce that may be potentially exposed to immediate negative impacts. However, Novabase recognises that workers under remote or hybrid working arrangements may face specific challenges related to isolation, ergonomics and work–life balance. Nevertheless, through the policies in place, the Group closely monitors these challenges.

No material risks or opportunities were identified arising from impacts and dependencies on people in the undertaking's workforce relating to specific groups.

S1-1 – Policies related to the undertaking's own workforce

The policies described below explain how Novabase manages the material impacts, risks and opportunities related to its own workforce.

The approval, implementation and execution of all Novabase Group policies are monitored by the Group's Board of Directors.

Code of Conduct

Novabase's activities, and the conduct of its employees, are governed by the applicable law in the relevant jurisdictions and by Novabase's Code of Conduct, an internally approved document in force across the Group since 2011. The Code of Conduct aims to guide Novabase professionals' conduct in line with the values cultivated by the Group, not only in its relationships with clients, but also in relation to the principles and rules governing Novabase's relationships with its other stakeholders, in the broadest sense.

The Code of Conduct covers topics ranging from integrity, transparency, respect, safety and health, the use of information, intellectual property, the use of resources, and social and environmental responsibility, to the management of conflicts of interest, corruption and bribery. It includes various aspects such as legal compliance, good environmental and labour practices, including human rights, and the application of these principles when contracting third parties.

The Novabase Group's Code of Conduct is available to all stakeholders on the corporate website and, for employees and non-employees, also on the intranet.

Human Rights Policy

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The Novabase Group's Human Rights Policy reinforces its commitment to internationally recognized human rights principles. It applies to all Employees, Partners, Suppliers and other stakeholders of the Novabase Group and is aligned with the Company's values and legal standards in all locations where the Company operates.

Novabase ensures that all labour practices, including remuneration, working hours and benefits, comply with the local and international laws in the jurisdictions where the Company operates.

The Novabase Group's Human Rights Policy is available to all stakeholders on the corporate website and, for employees and non-employees, also on the intranet.

Gender Equality, Inclusion and Diversity Plan

Novabase maintained diversity, equality and inclusion management as an integral part of its overall strategy. We believe in equal opportunities and mutual respect, regardless of ethnicity, gender, religion, ideology, social background or sexual orientation. These differences, and the multiplicity of perspectives they bring, tend to improve the quality of decision-making processes, contributing to greater intellectual and cultural richness and also to a better representation of reality and of the people who are part of it.

The Gender Equality, Inclusion and Diversity Plan sets out a set of measures, based on internal analysis and diagnostic assessments, aimed at promoting equal treatment and opportunities between men and women, eliminating any discrimination on the grounds of sex, gender or identity. This commitment applies to all companies within the Group and across all geographies.

Reinforcing Novabase's commitment to developing practices, policies and actions that promote diversity, equality and inclusion in the workplace, in May 2023 we signed the "Portuguese Charter for Diversity", an initiative of the Portuguese Association for Diversity and Inclusion in partnership with the High Commission for Migration. During 2024, the Novabase Group, through its commercial brand Celfocus, also became a member of the ICF – Inclusive Community Forum.

The Novabase Group's Gender Equality, Inclusion and Diversity Plan is available to all stakeholders on the corporate website and, for employees and non-employees, also on the intranet.

Training and skills development

Novabase views employee training as a fundamental aspect for development and competitiveness in today's labour market. The Learning Path applies to all employees and includes a training programme composed of various courses that can be completed freely or sequentially, depending on prerequisites.

Novabase maintained the "Second Life" programme for equipment at the end of its professional lifecycle, aimed at Novabase Group employees, enabling them to use the equipment in a family context and contribute to reducing digital inequality. In 2025, 191 computers and 3 monitors were sold.

In 2025, the positive trend in volunteering hours continued, reaching 548 hours (467 in 2024). Through the "Acting with a purpose" programme, Novabase maintained its commitment to supporting worthy causes and promoting positive social change, reinforcing its dedication to sustainability and societal well-being.

We also highlight participation in the following social solidarity initiatives:

• HappyGreen Recycling of electrical equipment and toners: 567 kg of materials were collected for recycling, contributing to environmental preservation and the reuse of resources.
• Donations to Associação Entreajuda: monitors, cabinets and drawer units were donated for subsequent distribution to people in situations of need.
• "Paper for Food" campaign: 2,900 kg of paper were donated to Banco Alimentar. This initiative promotes recycling and transforms collected paper into food, benefiting families in need.
• Nespresso capsule recycling: Nespresso issued a certificate confirming the delivery of 362 kg of Nespresso capsules for recycling during the year.
• Participation in the Technovation Girls programme: mentoring teams of young students as part of the development of social sustainability projects.
• Development of training programmes: ESG, building inclusive environments and preventing unconscious bias, and understanding disability.
• Extending the "Cultural Awareness" training in the Middle East and creating "Cultural Awareness" training in Portugal.
• Drafting job postings in inclusive language, free from discrimination based on gender or any other factor.
• Maintaining partnerships with Valor T, Associação Salvador, EUROFIRMS and IEFP.
• Access to the PWN Lisbon Professional Women's Network programme, namely "breakfasts" with role models, and training/workshops focused on individual development for high-potential women at early and mid-career levels.
• Launching, analysing and sharing the Celfocus People Survey with all employees.
• Participation in programmes and initiatives with external entities such as PWIT Portuguese Women in Tech.
• Knowledge-sharing initiatives and/or discussion forums on inclusive work practices and with a focus on mental health.
• Ongoing analysis of differences between men and women regarding benefits received by Career Level, by integrating this information into Celfocus People Analytics.

Through these measures, Novabase aims to mitigate the main risks associated with its sector, including high talent turnover, which may compromise the capacity for innovation and growth, as well as the retention of highly specialised professionals in a competitive market. Diversity and inclusion are also key challenges, as the absence of effective policies may result in less collaborative and less innovative working environments.

Training plans are available on the intranet for Novabase Group employees and non-employees.

General approach to respecting human rights, including labour rights, of the undertaking's own workforce

The Human Rights Policy establishes Novabase's commitment to promoting and protecting the fundamental rights of all people, ensuring an environment of respect, fairness and dignity across all operations and relationships.

Novabase ensures that all labour practices, including working conditions, equality and non-discrimination, the right to privacy and data protection, freedom of expression and association, comply with the local and international laws in the jurisdictions where the Company operates.

The Policy applies to all Employees, Partners, Suppliers and other stakeholders of the Novabase Group and is aligned with the Company's values and legal standards in all locations where the Company operates.

All Novabase stakeholders are responsible for complying with this Policy, reporting any violations, and cooperating in maintaining a safe and respectful environment at Novabase. Breaches of this Policy may lead to disciplinary measures, including possible termination, and may involve additional legal consequences, such as potential liability for damages.

The Novabase Group's Human Rights Policy reinforces its commitment to internationally recognized human rights principles, including those expressed in the Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights, the Charter of Fundamental Rights of the European Union and the United Kingdom's Modern Slavery Act 2015. Novabase strongly rejects all forms of modern slavery, including forced labour, human trafficking and exploitation, as set out in its Human Rights Policy.

Occupational accident prevention policy / occupational health and safety management system

Novabase's Quality, Environment and Occupational Health and Safety Management System Policy sets guidelines to ensure operational excellence, environmental sustainability and the protection of workers' health and safety, promoting a safe and healthy working environment.

In addition, Novabase holds ISO 45001 certification, an international reference standard for occupational health and safety management systems, demonstrating the Group's structured and verifiable commitment to protecting the integrity of its employees. This certification is audited internally and externally on an annual basis and ensures that Novabase has formalised processes for the identification, assessment and control of occupational risks, for setting continuous improvement objectives in safety matters, and for promoting an organisational culture in which health and well-being at work are treated as management priorities.

Specific policies aimed at eliminating discrimination

85

In addition to the policies mentioned above, Novabase publishes annually its Gender Equality, Inclusion and Diversity Plan, which sets out a range of measures, based on internal analyses and diagnostics, aimed at promoting equal treatment and opportunities between women and men and eliminating any discrimination on the grounds of sex, gender or identity.

With the practices and policies implemented, Novabase remains aligned with the legal and regulatory requirements applicable to its activities, including, among others:

• Council of Ministers Resolution No. 20/2012 of 8 March 2012, which established the mandatory adoption, by all entities in the State-owned corporate sector, of an equality plan aimed at achieving equal treatment and opportunities between women and men, eliminating discrimination and facilitating work–life balance. This requirement was extended to listed companies through Law No. 62/2017 of 1 August, which approves the regime for balanced representation between women and men in the management and supervisory bodies of public sector entities and listed companies and establishes, in Article 7, the obligation to prepare annual equality plans "aimed at achieving effective equality of treatment and opportunities between women and men, promoting the elimination of discrimination on the grounds of sex and fostering the reconciliation of personal, family and professional life";

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• Law No. 62/2017 also established, in Article 5(1), for listed companies, gender representation quotas of 20% from the first elective general meeting held after 1 January 2018 and of 33.3% from the first elective general meeting held after 1 January 2020, for the totality of directors (executive and non-executive) who comprise the management bodies;
• The Labour Code, in Subsection III and Subsection IV (Articles 23 to 65), which addresses gender equality through general provisions on equality and non-discrimination, prohibition of harassment, equality and non-discrimination on the grounds of sex and parenthood;
• Law No. 60/2018 of 21 August, which approved measures to promote equal pay between women and men for equal work or work of equal value through four types of information, assessment and correction mechanisms, which entered into force on 21 February 2019.

Novabase monitors the implementation of all policies and actions in accordance with its governance model, reviewing them whenever it deems appropriate.

In addition, the Novabase Group includes Diversity and Inclusion topics in its training offering, acting as an essential lever to maintain an inclusive environment that respects differences. Examples include the courses "Preventing Unconscious Bias", "Understanding (dis)ability and taking steps forward", "ESG Wake-up Call", and "Cultural Awareness in the Middle East".

S1-2 - Processes for engaging with the undertaking's own workforce

Novabase ensures the engagement of its own workforce through regular active-listening mechanisms and internal communication channels that enable employees to express concerns, share perspectives and contribute to the identification of impacts related to working conditions, well-being and professional development.

This engagement is carried out through initiatives such as employee consultation surveys, two-way performance assessments and structured feedback sessions between employees and their respective leadership teams, which feed into internal decision-making processes in people management matters. These processes take place annually.

The monitoring and follow-up of workforce engagement processes are the responsibility of the People team, under the supervision of the Board of Directors, ensuring that matters related to impacts on employees are addressed with appropriate scrutiny at the highest level of the Company's governance.

The Company also has an irregularities reporting system (whistleblowing channel) that allows any employee to report non-compliance situations confidentially, in accordance with applicable legal requirements. The outcomes of these engagement processes are considered in the definition and review of human resources policies and practices, ensuring that material impacts identified on the workforce are addressed with the direct contribution of the people affected.

To assess results, Novabase annually measures the Celfocus Employee Net Promoter Score (e-NPS), which provides key insights into employee engagement and well-being and other aspects that are crucial to the sustainability of Novabase's business. In 2025, the e-NPS increased to 32 (20 in 2024), reflecting a culture of collaboration, flexibility, autonomy and innovation, in which learning, development opportunities and a focus on delivery are differentiating factors. Novabase remains firmly committed to continuously improving the experience of those who work with us by ensuring an environment of growth and development, where people feel recognized and valued.

The Novabase Group has implemented a whistleblowing channel to ensure the receipt and handling of reports of irregularities that may occur within the Group's companies.

S1-3 - Processes to remediate negative impacts and channels for the own workforce to raise concerns

In compliance with Law No. 93/2021 of 20 December and the recommendations of the Portuguese Institute of Corporate Governance on the governance of listed companies, and with a view to fostering a responsible and compliant culture, Novabase adopted a system for reporting irregular practices ("SPI"), published on the corporate website and intranet, to address situations that may occur within the Group.

Under the system implemented, whistleblowers have access to a direct and confidential channel that ensures the receipt and handling of reports of irregularities that may occur within the Group's companies, in accordance with the principles of confidentiality and non-retaliation for whistleblowers, as well as for third parties who assist or are related to whistleblowers.

Information on the irregularities reporting process is available on the Group's corporate website and also on the intranet and is accessible and communicated to employees.

Following a report, the SPI Controller will carry out the appropriate internal actions to verify the allegations and, where applicable, to cease the reported infringement, including by opening an internal inquiry or reporting the matter to the competent authority for investigating the infringement, including institutions, bodies, offices or agencies of the European Union.

Since 2019, the Novabase Group has also implemented a specific procedure on how to act in the event of harassment in the workplace, a behaviour considered unacceptable by Novabase.

Breaches of internal policies may, in the most serious cases, lead to disciplinary measures, including possible termination, and may involve additional legal consequences, such as potential liability for damages.

S1-4 – Taking action on material impacts on the undertaking's own workforce and approaches to manage material risks and pursue material opportunities related to the own workforce, and the effectiveness of those actions

Following the double materiality assessment carried out by the Group in 2025, several impacts, risks and opportunities relating to the own workforce were identified.

Novabase has adopted a set of structured measures to manage material impacts on its own workforce, as well as to mitigate associated risks and leverage related opportunities. The resources allocated to managing material impacts related to the Novabase Group's own workforce are assigned based on impact monitoring carried out by the Human Resources Department and are not significant at Group level.

Given the importance of talent to the Novabase Group, the main measures have been implemented through an integrated approach, covering the entire talent lifecycle, from recruitment through to development and retention. In recruitment, inclusive and transparent recruitment practices have been adopted, alongside the maintenance of partnerships with entities that promote the employability of people with disabilities.

Other measures include promoting a safe and healthy working environment, physical and mental well-being programmes, flexible working policies (namely a hybrid working model with 60% remote work) and continuous development and upskilling initiatives for employees, particularly in technical and digital skills. Novabase also implements diversity and inclusion practices (detailed in the Gender Equality, Inclusion and Diversity Plan) and active-listening mechanisms, such as internal surveys and feedback channels, which help identify emerging risks and needs. At an aggregated level, the evolution of these measures can be monitored through the Celfocus e-NPS (presented in section S1-5), which provides key insights into employee engagement and well-being and aspects that are crucial to the sustainability of Novabase's business. Novabase remains firmly committed to fostering an engaging and supportive environment, continuously working to improve the

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employee experience and drive future improvements. All these measures are available and communicated to Novabase Group employees and are applicable across all geographies where the Group operates.

In addition, the Novabase Group is certified in Environmental Management (ISO 14001) and Occupational Health and Safety (ISO 45001), which also demonstrates its focus on the measures implemented. In this context, Novabase ensures a structured approach to employees' health, safety and well-being, supported by formal procedures and continuous improvement, also reinforced by the occupational diseases procedure available on the Group's intranet. Follow-up by the Human Resources team is also essential, working closely with project teams to ensure that people management practices are aligned with the Company's objectives at all stages of the employee experience, enabling near-immediate adjustments when issues related to stress risk, burnout or musculoskeletal injuries are identified.

By way of example, benefits are provided such as the In-house Doctor programme and online medical followup, as well as several initiatives to promote physical and mental well-being, not only through webinars but also through team-building activities.

All measures have as their main objectives attracting and retaining qualified talent, increasing employee satisfaction and promoting an inclusive working environment, and are associated with targets related, for example, to controlling turnover rates and increasing diversity in teams. The scope of these actions covers all employees, with continuous monitoring.

From a prevention perspective, clear processes are in place for the identification and assessment of risks and the implementation of preventive measures, as well as specific procedures for the recording, investigation and analysis of occupational incidents and accidents, with the aim of preventing recurrence. Novabase also provides mandatory annual occupational health and safety training for all employees, complemented by specific actions targeted at roles more exposed to these topics, ensuring ongoing awareness and compliance with legal and standard requirements. In addition, internal and external audits and improvement actions are carried out, reinforcing the Group's organisational culture oriented towards safety, prevention and sustainability.

To mitigate material risks, such as turnover or potential talent scarcity, the Company adopts a preventive approach based on the continuous monitoring of relevant indicators, including retention rates and engagement levels. In parallel, it seeks to create opportunities by valuing human capital, promoting career progression, internal mobility and participation in innovative projects.

The effectiveness of these measures is regularly assessed through performance indicators, internal audits and management reviews, enabling adjustments to the actions implemented and ensuring continuous improvement. This integrated approach reinforces the Company's commitment to the well-being, development and retention of its workforce, contributing to sustainable organisational performance.

S1-5 – Targets related to managing material negative impacts, promoting positive impacts and managing material risks and opportunities

Novabase has implemented a structured approach to monitoring targets related to managing material negative impacts on its workforce, promoting positive impacts and managing material risks and opportunities. These targets are defined based on the materiality assessment and aligned with the Group's human resources and sustainability strategy, focusing on areas such as employee well-being, skills development, diversity and inclusion, and talent retention.

The Company ensures regular monitoring of progress against these targets through relevant performance indicators, integrating results into decision-making and continuous improvement processes, with the aim of promoting a sustainable, inclusive working environment oriented towards long-term value creation.

As with the Environmental targets, targets related to social topics use 2023 as the base year and the values presented below are comparable.

SUSTAINABILITY STATEMENT | SOCIAL

Social	2023(base year)	2024	2025	2027T	2030T	2035T
Celfocus e-NPS	23	20	32	>24	>25	>27
Worker training in Diversity	13%	37%	50%	60%	70%	70%
Hours of volunteer work	47	467	548	700	1200	>1200

S1-6 – Characteristics of the undertaking's own workforce

Number of employees by gender at year-end

	2023	2024	2025
Male	905	896	828
Female	429	426	404
Other	0	0	0
Not reported	0	0	0
Total employees	1334	1322	1232

Number of employees by type of contract and gender

	2025
	Female	Male	Other	Notreported	Total
Number of employees (head count / FTE)	404	828	0	0	1232
Number of permanent employees (head count / FTE)	388	800	0	0	1188
Number of temporary employees (head count / FTE)	16	28	0	0	44
Number of non-guaranteed hours employees (head count / FTE)	0	0	0	0	0
Number of full-time employees (head count / FTE)	404	828	0	0	1232
Number of part-time employees (head count / FTE)	0	0	0	0	0

Talent workforce turnover

The Novabase Group's trailing twelve-month (TTM) turnover rate was 12% (11% in 2024), representing a total of 156 employees, remaining below the average of recent years, as a result of the proactive management of our talent pool and the evolution of the market context.

Contextual information

The number of employees presented was calculated based on the number of Group employees as at 31 December of each fiscal year presented. The data are comparable with each other.

TTM turnover was determined as the number of employee-initiated departures divided by the average number of employees over the last 12 months.

The number of employees presented in this section is consistent with the consolidated financial statements, as disclosed in note 28.

S1-7 – Characteristics of non-employees in the undertaking's own workforce

The figures presented in this section relate to the number of non-employees of the Novabase Group as at 31 December of each year presented, i.e., individuals who have contracts with Novabase to provide labour ("self-employed workers") or workers provided by undertakings primarily engaged in "employment activities" (NACE code N78).

	2023	2024	2025
Female	100	80	46
Male	452	353	305
TOTAL	552	433	351

S1-9 – Diversity metrics

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Gender distribution in top management positions

The gender distribution in top management positions remained unchanged in 2025 compared to previous years.

	2023		2024		2025
	#	%	#	%	#	%
Female	3	33%	3	33%	3	33%
Male	6	67%	6	67%	6	67%
TOTAL	9	100%	9	100%	9	100%

For this calculation, the members of the Novabase Group's Board of Directors were considered. The figures presented are comparable with each other. More information on the composition of the Board of Directors can be found in the Corporate Governance Report, Chapter B (Corporate Bodies and Committees), Subchapter II (Management and Supervision).

Distribution of the own workforce by age group

The age distribution of the Group's employees as at 31 December of each year is as follows:

	2023	2024	2025
Over 50 years old	101	114	136
30-50 years old	865	894	839
Under 30 years old	368	314	257
TOTAL	1334	1322	1232

S1-10 – Adequate wages

All Novabase Group employees receive adequate remuneration in accordance with the legal requirements in the jurisdictions where the Group operates.

S1-11 – Social protection

All Novabase Group employees are covered by the social protection provided under the laws in the jurisdictions where the Group operates.

S1-12 – Persons with disabilities

In 2025, employees with disabilities represented approximately 1.7% of the Group's workforce.

	2023	2024	2025
% Persons with disabilities	1.1%	1.3%	1.7%

Contextual information

The total number of employees with disabilities in the Group as at 31 December of each year was used to calculate the percentage presented, based on the applicable definitions of disability in Portugal. The historical data presented are comparable.

S1-13 – Training and skills development metrics

Novabase places strong value on the continuous training of its employees, recognising it as an essential pillar for individual growth, innovation and the Company's competitiveness in today's demanding labour market. Investing in the development of technical and behavioural skills not only enables the Group to keep pace with technological evolution and sector trends, but also helps unlock internal talent, promoting a culture of continuous learning and excellence.

Novabase's training programmes are based on a continuous and structured approach, combining specialised technical upskilling (namely training in topics related to data analytics, programming, cloud architecture, cybersecurity, blockchain and artificial intelligence) with the development of critical transversal skills (including, for example, diversity, equality, inclusion and digital ethics).

Over the coming years, Novabase will continue to adjust its training programme to meet evolving market needs, with an expected stronger focus on emerging technologies (such as generative AI), as well as reinforcing inclusive leadership programmes and continuous upskilling, aligned with the strategic needs of the business and best practices in the sector in which the Group operates.

Percentage of employees who participated in regular performance and career development reviews

The Novabase Group promotes annual performance and career development reviews for all employees, based on criteria known to both the employee and their manager. Accordingly, 100% of the Group's employees had an annual performance review in 2025.

Average number of training hours completed by employees

In 2025, the average number of training hours per employee was 18.2 hours, covering 89% of employees.

Average number of training hours per employee, by gender, for employees who undertook training

	2023	2024	2025
Female	26.3	26.2	20.0
Male	22.2	27.4	17.4

Percentage of employees who completed training, by year and gender

	2023	2024	2025
Female	87%	93%	93%
Male	80%	92%	88%

S1-14 – Health and safety metrics

Coverage of the occupational health and safety management system

All Novabase Group employees and non-employees are covered by the Integrated Management System (Quality, Environment, Occupational Health and Safety).

Health and safety metrics

As in previous years, in 2025 no fatalities resulting from occupational accidents or work-related health issues were recorded within the Novabase Group's workforce.

Number of occupational accidents

The Novabase Group's working environment is not characterised by frequent occupational accidents, as the nature of its activities does not require significant physical effort from employees or service providers. In 2025, the number of occupational accidents totalled 4.

	2023	2024	2025
Number of occupational accidents	6	5	4
Accident rate*	2.7	2.2	1.9

* The accident rate calculation formula was determined based on the ESRS definition and was obtained by dividing the number of cases by the total hours worked by the undertaking's own workforce and multiplying the result by 1,000,000, thus representing the number of cases per one million hours worked.

Number of days lost due to work-related accidents

	2023	2024	2025
Number of days lost due to work-related accidents	386	82	188

Number of recorded cases of work-related ill health

As in 2024, no cases of work-related ill health were recorded in 2025.

S1-15 - Work–life balance metrics

Novabase Group promotes measures to support employees' work–life balance, ensuring equitable access, across genders, to family leave (e.g., maternity and paternity leave). These measures are not only defined by law but also form part of the Group's internal policies. Working conditions policies are reviewed at least annually.

		2023	2024	2025
% of employees entitled to take family care	Female	100%	100%	100%
leave	Male	100%	100%	100%
Number of employees who took familyrelated leave	Female	16.6%	14.8%	15.3%
	Male	6.4%	6.6%	6.5%

S1-16 – Remuneration metrics (pay gap and total remuneration)

With regard to compensation practices, Novabase actively maintains a culture of equity, both at the time of hiring, through market benchmarking studies, and internally, supported by performance assessment and recognition tools, where individual and collective contributions are differentiating factors.

In line with the ESRS definition, the gender pay gap was calculated as the difference between the average remuneration of women and men, expressed as a percentage of average male remuneration. In 2025, the value was 15.5%.

On the ratio between the total annual remuneration of the highest-paid employee and the median annual remuneration of the remaining employees, the 2025 value was 23.7. In line with the ESRS definition, this value is the quotient between the total annual remuneration of the highest-paid employee and the median annual remuneration of employees (excluding that employee), considering both fixed and variable components of remuneration.

Contextual information

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For compensation metrics, the reported information is based only on employees with contracts in Portugal, which is representative of more than 95% of the Novabase Group's workforce. Structural differences in pay packages, benefits, legal frameworks and market practices across the countries in which the Group operates make it difficult to build consistent and comparable indicators. In this context, Novabase opted to limit the reporting boundary for compensation metrics to Portugal, ensuring greater rigour and coherence in the analysis presented.

S1-17 – Incidents, complaints and severe human rights impacts

All incidents or complaints are handled through the appropriate internal channels in place within the Group. In 2025, no incidents, claims or serious complaints related to breaches of human rights were recorded. No fines, monetary penalties or compensation were paid as a result of incidents or complaints.

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Number of work-related incidents and/or complaints and severe human rights impacts within the undertaking's own workforce, by year

	2023	2024	2025
Discrimination	0	0	0
Harassment	0	0	0
Complaints	0	0	0
TOTAL	0	0	0

The total number of incidents and/or complaints (including unacceptable behaviour) includes legal actions, formal complaints and non-compliance cases identified through the Novabase Group Whistleblowing Channel, relating to the Group's workforce. The data in the table are comparable with each other, and there were no methodological changes across the years reported.

As in previous years, in 2025 no cases related to human rights involving the Novabase Group's workforce were recorded, with reference to the principles of the Universal Declaration of Human Rights.

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ESRS – S4 – Consumers and end-users

ESRS 2 SBM-2 – Interests and views of stakeholders

Novabase systematically integrates the interests, perspectives and rights of its customers and end users into the definition of its strategy and business model, recognising them as a key group of affected stakeholders. In practice, this commitment is reflected in the design and development of user-centred digital solutions, ensuring high standards of security, privacy and data protection, as well as the accessibility and usability of applications.

The Novabase Group incorporates human rights principles, including non-discrimination, protection against digital risks and transparency in the use of technologies such as artificial intelligence. Customer and end-user feedback is collected periodically through formal mechanisms such as satisfaction surveys, technical support and reporting channels, and is used to improve services, mitigate negative impacts and identify opportunities for improvement and innovation. Novabase's Quality Management System is certified under ISO 9001.

In this way, Novabase ensures that the needs and rights of its customers directly influence strategic decisions and the evolution of its services.

ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model

Novabase continuously assesses actual and potential impacts on its customers and end users, primarily identifying those that arise directly from its business model focused on providing digital solutions.

				Category
#IRO-S4	TopicSub-topic		IRO description	Impact	Risk	Opportunity
1	S4	Privacy	Novabase can positively impact end-user privacy by delivering secure systems with privacy-by-design and minimised data collection.	x
2	S4	Security of a person	Novabase can positively impact personal security by providing secure authentication, fraud prevention and protection against identitytheft for end-users.	x
3	S4	Access to products andservices	Novabase can positively impact access by delivering accessible, affordable and inclusive digital services for consumers and end-users.	x
4	S4	Privacy	Novabase may face legal and reputational risk if its services lead topersonal data breaches, misuse or excessive tracking of consumers/end-users.		x
5	S4	Access to (quality)information	Novabase may face reputational and regulatory risk if its systemsenable misinformation, biased outputs or poor accessibility thatlimits access to quality information.		x
6	S4	Security of a person	Novabase may face legal and reputational risk if vulnerabilities orbreaches enable fraud, stalking or harm to individuals using clientsystems.		x
7	S4	Privacy	Novabase can differentiate by offering privacy-enhancing technologies and compliance-ready solutions that increase customer trust.			x
8	S4	Access to (quality)information	Novabase can differentiate by building trustworthy-by-design solutions (data quality controls, transparency, accessibility standards).			x
9	S4	Security of a person	Novabase can differentiate by offering privacy-preserving securitysolutions and stronger identity protection services.			x

These impacts include, among others, risks related to privacy and data protection, cybersecurity, system reliability and the ethical use of emerging technologies such as artificial intelligence.

Identifying these impacts enables Novabase to adjust its strategy whenever necessary, while the material risks and opportunities associated with consumers and end users constitute a critical factor for the Group's competitive differentiation, customer retention and long-term sustainable growth.

This disclosure covers all consumers and end users who may be materially affected by the Group's operations and value chain, including through digital services provided, technology solutions developed and relationships with business partners.

Within the Novabase Group context, the main group of potentially impacted end users includes users of digital services provided by Novabase. To date, Novabase is not aware of any users of the Group's services with specific characteristics that may be exposed to a higher risk of harm.

Novabase does not develop or market products that are intrinsically harmful to health.

Novabase identified positive impacts arising from its IT development and service delivery activities, namely through the design of inclusive, secure and accessible digital solutions, helping to improve application usability for people with disabilities, including features such as screen-reader compatibility and simplified interfaces. In addition, the implementation of high cybersecurity and data protection standards helps strengthen end users' trust and security.

On the risk and opportunity side, Novabase also identified certain material items arising from impacts and dependencies related to consumers and end users, reflecting the critical nature of digital trust in the IT services sector in which Novabase operates. Key risks include potential cybersecurity failures, personal data breaches and the misuse of technologies (including artificial intelligence), which may adversely affect users' rights, compromise the Group's reputation and result in regulatory sanctions. Conversely, these dynamics create relevant opportunities, namely the development of secure, ethical and user-centred solutions that strengthen trust and customer loyalty.

S4-1 – Policies related to consumers and end users

Customer satisfaction management policy

Through its customer satisfaction management policy, available on the intranet, Novabase measures customers' satisfaction with the products and services provided by Novabase Group companies, enabling actions to improve the quality of products and services and contributing to ensuring that each customer wishes to purchase again.

In addition, it enables the effective and efficient handling of complaints through a consistent process capable of generating appropriate responses, thereby contributing to improving the satisfaction of the complaining party.

Novabase periodically monitors all relevant factors, integrating assessment and continuous improvement mechanisms to respond effectively to user expectations and regulatory requirements. This commitment is also reinforced by ISO 9001 certification, which ensures that Novabase has implemented a robust quality management system focused on customer satisfaction.

The policies adopted apply across all consumers and end users of the Novabase Group. The policies are approved by the Board of Directors and, in the case of consumers and end users, the Marketing Department is responsible for their implementation and for communicating them to these stakeholders.

Human Rights Policy

The Novabase Group's Human Rights Policy reinforces the commitment to and alignment with internationally recognized human rights principles. It applies to all Employees, Partners, Suppliers, Customers and other stakeholders of the Novabase Group, and is aligned with the Company's values and legal standards in all locations where the Company operates.

The Novabase Group is not aware of any cases of non-compliance involving its customers or end users with the United Nations (UN) Guiding Principles on Business and Human Rights, the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises.

In addition, Novabase's Human Rights Policy reflects the Group's commitment to internationally recognized human rights principles, including those expressed in the Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights, the Charter of Fundamental Rights of the European Union and the United Kingdom's Modern Slavery Act 2015. It applies to all Employees, Partners, Suppliers and other stakeholders of the Novabase Group, and is aligned with the Company's values and legal standards in all locations where the Company operates.

With a view to fostering a responsible and compliant culture, and in compliance with the applicable legal and regulatory provisions, Novabase adopted a system for reporting irregular practices (the "SPI") that may occur within the Group. Under the system implemented, whistleblowers have access to a direct and confidential channel to report to the Supervisory Board any practice indicating potential irregularities occurring within the Novabase Group.

S4-2 – Processes for engaging with consumers and end users on impacts

General engagement processes with consumers and end users

Novabase promotes annual dialogue with consumers and end users through various interaction channels and feedback collection mechanisms, including direct contact mechanisms, satisfaction surveys, complaint management and other communication means that enable the identification, understanding and monitoring of actual and potential impacts of its activities.

The process is ensured by the Marketing Department, which, whenever necessary, involves project teams to improve the quality of dialogue and responsiveness to users' needs. Ultimate responsibility for this process is aligned with Novabase's governance structure and may be complemented by the information disclosed under ESRS 2 GOV-1 regarding the role of the administrative, management and supervisory bodies.

S4-3 – Processes to remediate negative impacts and channels for consumers and end users to raise concerns

Process description

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Whenever negative impacts occur, the Marketing team opens a complaint in the internal platform dedicated for this purpose and forwards it to the respective project manager, who carries out a root cause analysis, identifies actions and ensures the complaint is handled appropriately.

The complaint may only be closed by the project manager when there is evidence that the customer has accepted the proposed measures and actions.

Once the planned actions have been implemented, their effectiveness assessed and the respective evidence collected, where applicable, the complaint is closed in the internal platform by the Marketing team.

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The Customer Satisfaction Management process is certified under ISO 9001.

Novabase annually assesses customer satisfaction levels, ensuring that users are informed about the available contact channels and how issues can be resolved. In addition, it has clear policies designed to protect any person against retaliation when using these mechanisms, ensuring confidentiality, fair treatment and data protection. These policies and practices are aligned with, and may be complemented by, the information disclosed under ESRS G1-1, reinforcing the commitment to ethics, transparency and the protection of end users.

S4-4 – Taking action on material impacts on consumers and end users, and approaches to manage material risks and pursue material opportunities related to consumers and end users, and the effectiveness of those actions

Novabase has implemented a set of structured measures to respond to significant impacts on consumers and end users, as well as to manage material risks and identify related opportunities. These measures, reviewed annually following the NPS assessment (see section S4-5), reflect a proactive approach to identifying and mitigating risks, relying on continuous monitoring processes, internal audits, and incident-management mechanisms. Its quality management system is certified under ISO 9001.

In parallel, Novabase seeks to leverage opportunities through technological innovation and improvements to the user experience, contributing to the creation of sustainable value. The effectiveness of these actions is assessed based on relevant performance indicators, including customer satisfaction metrics such as the Net Promoter Score (NPS), incident response times, and problem-resolution rates, as well as through continuous feedback mechanisms.

This approach enables the company to continuously adjust and improve its practices, ensuring an effective response to identified impacts and responsible management of risks and opportunities related to consumers and end users. Specifically with regard to negative impacts, Novabase integrates principles of ethics, security, and data protection across all its practices, ensuring the collection, processing, and storage of data in a lawful, transparent, and secure manner.

The actions to be implemented depend on the NPS results. For 2025, the NPS assessment process is still ongoing, and it is therefore not possible at this time to determine what measures (if needed) will be implemented.

As in 2024, during 2025 Novabase did not receive any reports of problems or incidents related to human rights involving its clients.

S4-5 – Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

Novabase has defined the Net Promoter Score (NPS) as its key performance indicator, which it uses annually to monitor customer satisfaction, as a relevant metric for managing material negative impacts, promoting positive impacts, and identifying risks and opportunities.

By continuously monitoring the NPS, Novabase assesses its customers' perception of the quality of its services, identifying areas for improvement and opportunities to create value.

This indicator is monitored regularly and integrated into decision-making and continuous improvement processes, enabling the company to adjust its actions and reinforce its commitment to providing a positive and sustainable experience for its customers.

The targets related to the NPS are currently being redefined and are expected to be set in the short term.

GOVERNANCE

As discussed in the previous section on ESRS 2 IRO-1, Novabase has implemented a structured process to identify and assess material impacts, risks and opportunities related to business conduct, integrated into the Group's overall risk management system.

This process is based on a double materiality approach, considering both the impacts of the Group's activities on society and the environment and the financial risks and opportunities arising from business conduct practices, including ethics, anti-corruption, data protection, cybersecurity and the responsible use of technology.

The process is regularly reviewed and overseen by the members of the Board of Directors, ensuring its adequacy in light of regulatory requirements, sector best practices and the evolving technological and business context of the Novabase Group.

ESRS G1 – Business Conduct

For the 2025 double materiality assessment, the IROs identified as material in relation to business conduct were corporate culture, protection of whistleblowers, and prevention and detection, including training and incidents.

				Category
#IRO-G1	Topic	Sub-topic	IRO description	Impact	Risk	Opportunity
1	G1	Corporate culture	Novabase can positively impact stakeholders by fostering an ethicalcorporate culture that promotes integrity, accountability and responsible decision-making.	x
2	G1	Protection ofwhistleblowers	Novabase can positively impact accountability by protectingwhistleblowers through safe reporting channels and non-retaliationpractices.	x
3	G1	Prevention anddetection includingtraining	Novabase can positively impact ethical business by implementingstrong anti-bribery training and controls across employees and thirdparties.	x
4	G1	Incidents	Novabase can positively impact integrity by promptly investigatingand remediating corruption incidents, strengthening accountabilityand trust.	x
5	G1	Corporate culture	Novabase may face legal, reputational and financial risk if a weakculture enables misconduct, fraud or unethical client engagements.		x
6	G1	Protection ofwhistleblowers	Novabase may face legal and reputational risk if whistleblowers arenot protected, leading to unreported misconduct and escalatedincidents.		x
7	G1	Prevention anddetection includingtraining	Novabase may face legal and reputational risk if inadequateprevention and detection allows bribery or corruption in sales,procurement or partner channels.		x
8	G1	Incidents	Novabase may face severe legal, financial and reputational damageif corruption or bribery incidents occur in operations or throughintermediaries.		x
9	G1	Corporate culture	Novabase can strengthen performance and client trust by embedding ethics, speak-up mechanisms and leadership accountabilityinto daily operations.			x
10	G1	Protection ofwhistleblowers	Novabase can reduce compliance risk by strengthening speak-upculture, confidential reporting tools and independent investigations.			x
11	G1	Prevention anddetection includingtraining	Novabase can strengthen tender success and client trust by enhancingcompliance training, monitoring and third-party due diligence.			x
12	G1	Incidents	Novabase can reduce exposure by improving incident reporting,root-cause analysis and corrective actions across high-risk functions and partners.			x

Below are the strategy, policies, actions and objectives defined by the Novabase Group for the areas identified as key priorities, as well as the metrics established to assess their performance and effectiveness.

G1 ESRS 2 GOV-1 – Role of the administrative, management and supervisory bodies in relation to business conduct

As an information technology company, the Novabase Group conducts its activities in accordance with strong ethical principles, grounded in integrity, transparency and corporate responsibility.

Within the specific scope of Business Conduct, the Board of Directors assumes responsibility for overseeing matters related to ethics, compliance and business integrity, including risks associated with corruption, bribery and conflicts of interest.

Under ESRS 2 GOV-1 – Role of the administrative, management and supervisory bodies as described above, Novabase ensures coverage of aspects related to its responsibilities regarding business conduct, as well as the experience of these bodies in this domain.

Novabase considers that the suitability of the profile of the members of its corporate bodies for their respective roles is essential to promote robust and effective corporate governance and to ensure the proper alignment of the interests of the Company's various stakeholders. In assessing the profile of the members of the corporate bodies to be elected, the election proposals approved by shareholders tend to be based not only on individual criteria (such as candidates' competence, integrity, availability and experience in the sectors in which Novabase operates), but also on diversity requirements, as further detailed in the Corporate Governance Report, points 19 and 26.

ESRS G1-1 – Business conduct policies and corporate culture

All Group policies require high standards of environmental, social and ethical conduct, based on policies, codes and practices recognised by the market and aligned with the applicable legislation in the jurisdictions where the company operates.

The policies listed below seek to manage the material impacts, risks and opportunities identified by the Group in relation to Governance topics. These IROs are identified in the ESRS G1 – Business conduct section above.

Documents	Main topics	Scope of application	In chargeof implementation	Availabilityof the policy
Code of Conduct	The Code of Conduct establishes theethical principles and behaviour guidelinesthat all employees must follow, ensuring anhonest, respectful work environment that isin line with Novabase values and standards.	Novabase Group and otherstakeholders	Legal Department	Corporate website andintranet
Sustainability Policy	The Sustainability Policy defines principlesand practices for minimizing environmental impacts, promoting responsible useof resources and fostering sustainabledevelopment, creating a balance betweeneconomic growth, social responsibility andenvironmental protection.	Novabase Group and otherstakeholders	Sustainability Department	Corporate website
Human Rights Policy	The Human Rights Policy establishesNovabase's commitment to promoting andprotecting the fundamental human rightsof all people, ensuring an environmentof respect, equity and dignity in all of itsoperations and relationships.	Novabase Group and otherstakeholders	Legal Department	Corporate website

Documents	Main topics	Scope of application	In chargeof implementation	Availabilityof the policy
Code of Conductfor Partners and Suppliers	The Code of Conduct for Partners andSuppliers establishes the ethical, socialand environmental principles that are tobe followed by all partners and suppliers,ensuring responsible and transparentcommercial relations that are in line withNovabase values.	Novabase Group and otherstakeholders	Business Support	Corporate website
Corruption RisksPrevention Plan	The Corruption Risks Prevention Planestablishes guidelines and measuresfor identifying, mitigating and preventingcorrupt practices, ensuring transparency,integrity and ethical compliance in allNovabase operations.	Novabase Group	Legal Department	Corporate website
ML/TF Prevention Policy	The Money Laundering and Terrorist FinancingPrevention Policy establishes the basicprinciples followed by Novabase with regardto preventing, detecting and fighting moneylaundering and terrorist financing.	Novabase Group	Legal Department	Corporate website
Corruption Prevention:Suppliers	The Corruption Prevention Policy for Partners and Suppliers establishes guidelinesand requirements for ensuring ethical andtransparent commercial relations thatcomply with anti-corruption legislation,preventing illegal practices throughout thevalue chain.	Novabase Group and otherstakeholders	Legal Department	Corporate website
Risk Policy	The Risk Policy defines principles andstrategies for effective management of risks,with the aim of protecting the organizationagainst uncertainty, strengthening decision-making and ensuring the continuityand sustainability of Novabase business.	Novabase Group	Legal Department	Corporate website
Business Continuity Policy	As part of the Business Continuity Management framework, the goal of this policy isto establish the principles and guidelinesnecessary for ensuring proper and effectivemanagement of business continuity.	Novabase Group	Information Security andPrivacy Department	Intranet

Novabase establishes and develops its corporate culture based on principles of ethics, innovation, responsibility and collaboration, embedded in the Group's internal policies and its Code of Conduct.

This culture is promoted through continuous training programmes (the "Learning Path", as referred to in the S1 section), internal communication and engagement initiatives that encourage behaviours aligned with the Novabase Group's values. Novabase has implemented regular mechanisms to assess the Group's organisational culture, such as e-NPS, performance metrics and structured employee feedback, enabling the monitoring of alignment with strategic objectives and the identification of opportunities for continuous improvement. By way of example, topics regularly assessed include how employees understand Novabase's strategy and how they perceive leadership, how the company is organised, and leadership's accessibility and open communication with employees. The results of these processes are overseen by top management, ensuring that corporate culture is embedded in governance practices and decision-making.

Each year, the Board of Directors reviews the policies in force, which are adjusted where necessary. Council of Ministers Resolution No. 37/2021 of 6 April approved the National Anti-Corruption Strategy 2020– 2024, which calls on all sectors, including the private business sector, to participate in the joint effort to combat corruption, focusing primarily on the prevention of corrupt practices.

In line with that Strategy, companies must assume a central role in promoting and upholding ethics in relations between the public and private sectors, as well as in commercial relations within the private sector, where the phenomenon of corruption is also present.

The adoption and implementation of compliance programmes by companies has been identified as a way to increase private-sector engagement in the fight against corruption, as such programmes are particularly geared towards preventing, detecting and addressing non-compliant practices within the company, against the company or through the company, and to mitigating the risks arising from their non-adoption.

According to the General Regime for the Prevention of Corruption, in order to prevent, detect and sanction acts of corruption and related offences carried out against or through the entity, Novabase adopted and implemented a Compliance Programme, which also enables the management of the material IROs identified, and which includes:

i. Corruption and Related Offences Risk Prevention Plan

Aware of the risks, even if only potential, Novabase sought, through its Corruption and Related Offences Risk Prevention Plan, to identify such risks within the specific ecosystem in which Novabase operates and to address them, with a view to ensuring the implementation of a corporate culture grounded in the core values of legality, loyalty, trust and ethics. Novabase approved the initial Plan in 2021 and made it available on its website.

ii. Code of Conduct

The Code of Conduct sets out the behaviours, principles and values that everyone must adopt in the performance of their professional duties, such as acting with integrity, adopting ethical and proper conduct, rejecting any act of corruption or related offence, making informed decisions, and complying with legal and regulatory obligations.

The Code of Conduct applies to all those who work with or for Novabase, namely Employees, subcontracted persons, Suppliers and Partners.

Novabase has implemented a Group-wide process aimed at ensuring, at all times, compliance with the rules established in the Code of Conduct, which to date has proven to be effective.

iii. Training Programme

Novabase created an annual training programme for all its employees, with the following objectives:

• Provide information to all its stakeholders and demystify the legal concept of the crime of corruption and other related offences;
• Define the role of Novabase and its employees in combating corruption;
• Identify concrete situations of corruption;
• Identify good practices in the conduct of its business and activity as a way to prevent and combat corruption; and
• Provide the necessary information and guidance so that employees know how to act in specific corruption-related situations.

iv. Whistleblowing Channel

103

With a view to fostering a responsible and compliant culture, and in accordance with applicable legal and regulatory provisions, Novabase adopted a system for reporting irregular practices (referred to as the "SPI") that may have occurred within its Group. Under the implemented system, Whistleblowers have access to a direct and confidential channel to report to the Supervisory Board any practice indicative of irregularities occurring within the Novabase Group.

The SPI was established to ensure the receipt and handling of reports of irregularities that may occur within the Group's companies, pursuant to Article 21 of the Portuguese Securities Code and the General Regime for the Protection of Whistleblowers, established by Law No. 93/2021 of 20 December, in compliance with the principles of confidentiality and non-retaliation with regard to Whistleblowers, as well as third parties who assist or are connected to Whistleblowers.

Reporting irregular practices through the SPI is addressed to the Chair of the Supervisory Board, with the Supervisory Board appointing the entity or person responsible for following up on the reports received (the "SPI Controller").

The Chair of the Supervisory Board and the members of the Supervisory Board, as the body responsible for receiving the report, as well as the SPI Officer, must act with independence, impartiality, confidentiality, data protection, secrecy, and ensure the absence of conflicts of interest.

Novabase Group employees are assured that they will not be subject to any retaliation as a result of submitting any report made in good faith, provided that, at the time of the report, the employee has reasonable grounds to believe that the information is true.

Roles with higher exposure to corruption and bribery risk

Novabase considers that there are no positions with higher exposure to the risk of corruption and bribery in the Group's operations.

ESRS G1-3 – Prevention and detection of corruption and bribery

Procedures for prevention and detection

Business ethics is highly relevant within the Novabase Group. Training employees on business ethics topics, such as corruption prevention and the code of ethics, is crucial to integrity and long-term success, and constitutes the main preventive action adopted.

Through this type of training, we aim to maintain a corporate culture in which ethical values are prioritised, positively influencing Novabase employees' day-to-day decisions and behaviours. By emphasising the importance of honesty, transparency and accountability, employees become more aware of the impacts of their actions not only within the company, but also in the market and the broader community.

With a clear understanding of what constitutes inappropriate conduct and of the internal policies for reporting and managing such incidents, Novabase's stakeholders are better prepared to avoid potential ethical breaches.

On the detection side, the main mechanism is the system for reporting irregular practices ("SPI"). Whistleblowers have access to a direct and confidential channel to report to the Supervisory Board any practice indicative of irregularities occurring within the Novabase Group. This system ensures the receipt and handling of reports of irregularities that may occur within the Group's companies, pursuant to Article 21 of the Portuguese Securities Code, in compliance with the principles of confidentiality and non-retaliation with regard to Whistleblowers, as well as third parties who assist or are connected to Whistleblowers.

Whenever a report of irregular practices gives rise to indications of the commission of a crime or a serious disciplinary offence, the Supervisory Board must recommend that the Board of Directors of the Novabase Group company covered by the report refer the matter (i) to the competent internal bodies for the appropriate proceedings and (ii) to the competent external authorities, namely the criminal police or the Public Prosecutor's Office, for the determination of any liabilities that may exist.

The general rules on conflicts of interest apply to resolutions to be approved by the Supervisory Board or the Board of Directors in relation to reports submitted under the SPI. In any event, the confidentiality of the report is ensured, unless its author expressly and unequivocally requests otherwise, and the protection of the personal data of the individuals involved is also ensured.

Within the Novabase Group, each employee is required to make a personal commitment to integrity. Across its entire value chain, Novabase also expects and requires a high standard of environmental, social and ethical conduct, grounded in policies, codes and practices recognised by the market.

All Novabase Group policies are communicated to its stakeholders and are available on the entity's corporate website. With regard to monitoring its suppliers, an annual Sustainability assessment is in place, based on a questionnaire aligned with European guidelines on Environmental, Social and Governance topics. The results of the assessment are subsequently analysed, and all suppliers classified as "High Risk" are subject to an action plan aimed at improving their rating, with a maximum reassessment period of 12 months.

In addition, all Novabase areas that engage suppliers ensure that the supplier has completed all required documentation, declaring its commitment to comply with the Service Providers Regulation, the Code of Ethics, the Partners and Suppliers Anti-Corruption Policy, and the applicable national and EU legislation and regulations relating to environmental matters (product and service compliance, emissions control and waste management) and social matters, namely minimum wage and working hours, and confirming that it does not employ workers below the legal minimum age for employment.

Training programmes on corruption and bribery prevention

Novabase has implemented a training programme on Ethics-related topics, which includes corruption and bribery prevention. The annual training programme is mandatory for all employees, including members of the Board of Directors, and is applicable across all geographies where the Group operates.

In 2025, 68% of employees completed Ethics-related training.

	At-risk functions	Employees	Board of Directors
Total	0	1629*	9
% conclusion	0	68%	100%
Frequency		Annual
Computer-based training		One hour
Topics covered
Corruption and conflicts of interest		X
Preventing and detecting misconduct		X
Code of Conduct		X
Corruption across different geographies		X
Non-corrupt behaviour		X
Governance		X
Attitudes and good practices		X
Internal communication		X
Internal audit		X
Consequences of breaches of the Codeof Conduct and the law		X
Information Security		X
Whistleblowing System		X

* 1629 refers to the total number of employees and non-employees of the Novabase Group

Corruption or bribery incidents

106

As in 2024, no corruption or bribery incidents were recorded in 2025.

Entity-specific topics: responsible use of Artificial Intelligence

With regard to the entity-specific material topics for Novabase, as further identified in the ESRS 2 IRO-1 section, Novabase implemented a structured process to identify and assess material impacts, risks and opportunities related to Group-specific topics.

The process was based on a double materiality approach, considering both the impacts of the Group's activities on society and the environment and the financial risks and opportunities arising from responsible use of Artificial Intelligence, Data and Privacy, and Cybersecurity practices. In this section, the focus will be on the responsible use of artificial intelligence.

				Category
#IRO-IA	Topic	Sub-topic	IRO description		Risk	Opportunity
1	Company Specific	Responsible AI	Novabase generates positive impacts on customers andaffected communities by responsibly deploying AI toimprove service quality, accessibility and decision-making, supported by appropriate safeguards.	x
2	Company Specific	Responsible AI	Novabase may face legal, reputational and client risk ifAI solutions cause harm (bias, privacy breaches, security vulnerabilities) or fail to meet regulatory requirements.		x
3	Company Specific	Responsible AI	Novabase can differentiate by offering responsible AIgovernance, assurance and compliance-by-designservices as a core capability.			x

ESRS 2 GOV-1 – Role of the administrative, management and supervisory bodies

Topics related to the use of artificial intelligence at Novabase are overseen by the Board of Directors, reflecting their importance within the Group's operating context. The Board of Directors is regularly informed about the development and implementation of policies and actions, as well as progress against objectives related to the use of artificial intelligence across the Group.

ESRS 2 – Policies adopted to manage topics related to the use of artificial intelligence

Novabase has implemented a specific policy for the responsible management of the use of artificial intelligence across the Group, integrated into its technology governance and risk framework.

This policy, which applies to the Group's internal stakeholders and is extended to external stakeholders through the services provided, is based on principles of ethics, transparency, security, data protection and the mitigation of algorithmic bias, ensuring that the development and use of AI systems comply with legal and regulatory requirements and meet the expectations of Novabase Group stakeholders, namely the AI Act. Throughout the systems' lifecycle, human oversight mechanisms and procedures for validation and continuous monitoring are in place.

Each year, the Board of Directors reviews the policies in force, which are adjusted where necessary.

Documents	Main topics	Scope of application	In chargeof implementation	Availabilityof the policy
GenAI Policy	The GenAI Policy establishes guidelinesfor using AI with Celfocus, ensuringtransparency, security and responsibilityin the development and implementation ofAI-based solutions.	Novabase Group and otherstakeholders	Legal Department	Intranet
Learning Path	Learning Path is applied to all employeesand it includes a training program consistingof various courses that can be completedindependently or sequentially, according toyour needs.	Novabase Group	People Department	Intranet

ESRS 2 – Actions and resources related to matters concerning the use of artificial intelligence

The Novabase Group has implemented a set of actions to ensure the responsible and secure use of artificial intelligence, aligned with its technology governance strategy and risk management. These actions include, in the short and medium term, the development and implementation of internal AI ethics frameworks, the integration of risk controls throughout the systems' life cycle, and the strengthening of human oversight mechanisms, among others. These actions will apply across the entire Novabase Group, initially, in the short term, to internal stakeholders, and progressively extended to external stakeholders in the short to medium term.

In parallel, Novabase promotes continuous training and awareness-raising initiatives, as well as the review (whenever necessary) of the policies and training in force at any given time, in order to maintain compliance with applicable laws and standards. Policy reviews are carried out by the Legal Department. To support these initiatives, the amounts currently involved are not material, nor is it currently expected that they may become material.

ESRS 2 – Metrics and targets in relation to matters concerning the use of artificial intelligence

Up to 2025, metrics were dispersed across several departments. In 2026, Novabase began consolidating the monitoring of a set of internal metrics to ensure the responsible, ethical, and secure use of artificial intelligence, aligned with its technology governance strategy. The metrics include operational and risk indicators, such as the number of AI-related incidents and the percentage of employees who complete annual training on AI ethics and responsible AI use, and are expected to be reported in the next reporting period. The establishment of targets is also under development. Performance against these metrics is monitored regularly by top management and integrated into reporting and risk management processes.

108

Entity-specific topics: Information Security, Privacy and Cybersecurity

With regard to Novabase's entity-specific material topics, as further identified in the ESRS 2 IRO-1 section, Novabase implemented a structured process to identify and assess material impacts, risks and opportunities related to Group-specific topics.

The process was based on a double materiality approach, considering both the impacts of the Group's activities on society and the environment and the financial risks and opportunities arising from responsible use of Artificial Intelligence, Information Security, Privacy and Cybersecurity practices. In this section, the focus will be on Information Security, Privacy and Cybersecurity.

				Category
#IRO-SIPC	Topic	Sub-topic	IRO description	Impact	Risk	Opportunity
1	Company Specific	Data and Privacy	Novabase can have a positive impact on clients trust byprotecting data through strong privacy-by-design andsecure data management practices.	x
2	Company Specific	Cybersecurity	Novabase generates positive impacts on clients andaffected communities by strengthening cybersecurityand ensuring the continuity of critical digital services.	x
3	Company Specific	Data and Privacy	Novabase may face legal, financial and reputationaldamage if data breaches, misuse or non-complianceoccur across its services or suppliers.		x
4	Company Specific	Cybersecurity	Novabase may face severe financial and reputationaldamage if cyber incidents compromise client systems orits own operations.		x
5	Company Specific	Data and Privacy	Novabase can grow by offering privacy engineering,data governance and compliance-ready solutions thatincrease client trust.			x
6	Company Specific	Cybersecurity	Novabase can differentiate by embedding security-by-design into agile delivery, reducing incidents whileincreasing client trust and contract win rates.			x

ESRS 2 GOV-1 – Role of the administrative, management and supervisory bodies

Topics related to data security, privacy and cybersecurity at Novabase are overseen directly by the Chief Information Security Officer, who is represented at the Group's Board of Directors level, thereby reinforcing their importance within the Group's operating context. The Board of Directors is regularly informed about the evolution and implementation of policies and actions, as well as progress against objectives related to information security, privacy and cybersecurity across the Group.

ESRS 2 – Policies adopted to manage topics related to information security, privacy and cybersecurity

In addition to the policies mentioned below, the Novabase Group is certified under ISO/IEC 27001 (Information Security), ISO/IEC 27701 (Privacy Information Management) and ISO 22301 (Business Continuity), demonstrating the Group's alignment with the highest standards and market best practices.

109

Documents	Main topics	Scope of application	In chargeof implementation	Availabilityof the policy
Information Security Policy	The goal of the Information Security Policyis to establish principles and guidelinesfor effective management of informationsecurity, and it is implemented throughoutCelfocus in all locations where it operates,as well as being a concern for everyone.	Novabase Group and otherstakeholders	Information Security andPrivacy Department	Corporate website
Privacy Policy	The goal of the Privacy Policy is to establishprinciples and guidelines for effectiveprivacy management and it is implementedthroughout Celfocus in all locations whereit operates, as well as being a concern foreveryone.	Novabase Group	Information Security andPrivacy Department	Corporate website
Business Continuity Policy	As part of the Business Continuity Management framework, the goal of this policy isto establish the principles and guidelinesnecessary for ensuring proper and effectivemanagement of business continuity.	Novabase Group	Information Security andPrivacy Department	Intranet
Learning Path	Learning Path is applied to all employeesand it includes a training program consistingof various courses that can be completedindependently or sequentially, according toyour needs.	Novabase Group	People Department	Intranet

ESRS 2 - Actions and resources related to information security, privacy and cybersecurity

In addition to the policies mentioned above, the Novabase Group is certified under ISO/IEC 27001 (Information Security), ISO/IEC 27701 (Privacy Information Management) and ISO 22301 (Business Continuity). In addition, Novabase continues to invest in process and technology controls and in the continuous training of its employees. All implemented actions are extended across the Novabase Group and the geographies in which it operates, and are applied on an ongoing basis.

To address these initiatives, the current amounts are not considered material, nor is it currently expected that they will become material.

ESRS 2 – Metrics and targets related to information security, privacy and cybersecurity

Given the critical nature of the digital services provided by Novabase, performance in these areas is monitored through internal indicators, such as the number of reported incidents (zero in 2025) and the share of employees who completed annual training on security, privacy and cybersecurity. The setting of targets is currently under review. Oversight is ensured at top management level, ensuring alignment with the risk strategy and regulatory requirements. As the company is certified under ISO 27001 (Information Security), ISO 27701 (Privacy Information Management) and ISO 22301 (Business Continuity), Novabase is audited by external bodies, carried out by the certification entities.

IRO - 2 Disclosure requirements stipulated in the ESRS

Disclosurerequirement		Data point	Reference of theSustainabilityInformationDisclosureRegulations fromFinancial Services	Reference ofpillar 3	Referenceof the BenchmarkRegulation	Referenceof the EuropeanClimate Law	SustainabilityStatement
ESRS 2 GOV-1	21 d)	Gender diversity in boards of directors	x		x		51
ESRS 2 GOV-1	21 e)	Percentage of members of the board ofdirectors who are independent			x		51
ESRS 2 GOV-4	30	Due diligence statement	x				53
ESRS 2 SBM-1	40 d) i)	Participation in activities related to fossilfuels	x	x	x		Not applicable
ESRS 2 SBM-1	40 d) ii)	Participation in activities related to production of chemical products	x		x		Not applicable
ESRS 2 SBM-1	40 d) iii)	Participation in activities related to controversial issues controversial weapons	x		x		Not applicable
ESRS 2 SBM-1	40 d)	Participation in activities related to growingand producing tobacco			x		Not applicable
ESRS E1-1	14	Transition plan for achieving climate neutrality by 2050				x	64
ESRS E1-1	16 g)	Companies excluded from the benchmarksaligned with the Paris Agreement		x	x		Not applicable
ESRS E1-4	34	Targets for reducing GHG emissions	x	x	x		72
ESRS E1-5	38	Consumption of fossil fuel energy brokendown by source (only sectors with a majorclimate impact)	x				Not applicable
ESRS E1-5	37	Energy consumption and energy template	x				Not applicable
ESRS E1-5	40-43	Energy intensity associated with activities insectors with high climatic impact	x				Not applicable
ESRS E1-6	44	Gross emissions within scope 1, 2, 3 andtotal GHG emissions	x	x	x		73
ESRS E1-6	53-55	Intensity of gross GHG emissions	x	x	x		74
ESRS E1-7	56	Removal of GHG and carbon credits				x	74
ESRS E1-9	66	Exposure of the benchmark portfolio tophysical risks related to climate			x		Not applicable
ESRS E1-9	66 a)	Breakdown of monetary amounts accordingto acute and chronic physical risk		x			Not applicable
ESRS E1-9	66 c)	Location of significant assets exposed tomaterial physical risk		x			Not applicable
ESRS E1-9	67 c)	Breakdown of the book value of its realestate assets in terms of energy efficiency		x			Not applicable

Disclosurerequirement		Data point	Reference of theSustainabilityInformationDisclosureRegulations fromFinancial Services	Reference ofpillar 3	Referenceof the BenchmarkRegulation	Referenceof the EuropeanClimate Law	SustainabilityStatement
ESRS E1-9	69	Degree of exposure of the portfolio to opportunities related to climate			x		Not applicable
ESRS E2-4	28	Amount of each pollutant listed in Annex II ofthe EPRTR Regulations (European PollutantRelease and Transfer Register) released intothe air, water and ground	x				Not applicable
ESRS E3-1	9	Water and marine resources	x				Not applicable
ESRS E3-1	13	Specific policy	x				Not applicable
ESRS E3-1	14	Sustainable oceans and seas	x				Not applicable
ESRS E3-4	28 c)	Total water recycled and reused	x				Not applicable
ESRS E3-4	29	Total water consumption in m3 per netrevenue of operations	x				Not applicable
ESRS 2- SBM3 - E4	16 a) i)	Activities that negatively affect areas that aresensitive to biodiversity	x				Not applicable
ESRS 2- SBM3 - E4	16 b)	Activities that lead to soil degradation, soildesertification and soil sealing	x				Not applicable
ESRS 2- SBM3 - E4	16 c)	Activities that negatively affect naturalspecies and protected areas	x				Not applicable
ESRS E4-2	24 b)	Sustainable land/agricultural practices orpolicies	x				Not applicable
ESRS E4-2	24 c)	Sustainable ocean/marine practices orpolicies	x				Not applicable
ESRS E4-2	24 d)	Policies to combat deforestation	x				Not applicable
ESRS E5-5	37 d)	Un-recycled waste	x				Not applicable
ESRS E5-5	39	Hazardous waste and radio-active waste	x				Not applicable
ESRS 2 -SBM3 - S1	14 f)	Risk of incidents arising from forced labour	x				Not applicable
ESRS 2 -SBM3 - S1	14 g)	Risk of use of child labour	x				Not applicable
ESRS S1-1	20	Commitments related to human rightspolicies	x		x		83
ESRS S1-1	21	Policies related to due diligence regardingissues addressed by fundamental conventions 1 to 8 of the International LabourOrganization					83
ESRS S1-1	22	Processes and measures for preventinghuman trafficking	x				Not applicable
ESRS S1-1	23	Policy for preventing work accidents orsystem for managing work accidents	x				83

SUSTAINABILITY STATEMENT | DISCLOSURE REQUIREMENTS

Disclosurerequirement		Data point	Reference of theSustainabilityInformationDisclosureRegulations fromFinancial Services	Reference ofpillar 3	Referenceof the BenchmarkRegulation	Referenceof the EuropeanClimate Law	SustainabilityStatement
ESRS S1-3	32 c)	Mechanisms for processing grievances/complaints	x				87
ESRS S1-14	88 b), c)	Number of mortal victims and numberand rate of work accidents	x		x		93
ESRS S1-14	88 e)	Number of days lost due to injury, accidents, death or illness	x				93
ESRS S1-16	97 a)	Unadjusted salary gaps between menand women	x		x		94
ESRS S1-16	97 b)	Excessive wage ratio for executive administrators (CEO)	x				94
ESRS S1-17	103 a)	Discrimination incidents	x				94
ESRS S1-17	104 a)	Failure to observe United Nations Guiding Principles regarding Companies andHuman Rights and OECD Guidelines	x		x		94
ESRS 2 -SBM3 - S2	11 b)	Significant risk of child labour or forcedlabour in the value chain	x				Non-material
ESRS S2-1	17	Commitments pertaining to human rightspolicies	x				Non-material
ESRS S2-1	18	Policies related to workers of the valuechain	x				Non-material
ESRS S2-1	19	Failure to observe United Nations Guiding Principles regarding Companies andHuman Rights and OECD Guidelines	x		x		Non-material
ESRS S2-1	19	Policies related to due diligence regarding issues addressed by fundamentalconventions 1 to 8 of the InternationalLabour Organization			x		Non-material
ESRS S2-4	36	Human rights issues and incidentsrelated to its value chain upstream anddownstream	x				Non-material
ESRS S3-1	16	Human rights commitments	x		x		Non-material
ESRS S3-1	17	Failure to observe UNGP regarding companies and human rights, ILO principlesor OECD guidelines	x				Non-material
ESRS S3-4	36	Issues and incidents related to humanrights	x				Non-material
ESRS S4-1	16	Policies related to consumers andend-users	x				97
ESRS S4-1	17	Failure to observe UNGP regarding companies and human rights, ILO principlesor OECD guidelines	x		x		97
ESRS S4-4	35	Issues and incidents related to human rights	x				99
ESRS G1-1	10 b)	United Nations Convention againstCorruption	x				101
ESRS G1-1	10 d)	Protection of reporting persons	x				101

SUSTAINABILITY STATEMENT | DISCLOSURE REQUIREMENTS

Disclosurerequirement		Data point	Reference of theSustainabilityInformationDisclosureRegulations fromFinancial Services	Reference ofpillar 3	Referenceof the BenchmarkRegulation	Referenceof the EuropeanClimate Law	SustainabilityStatement
ESRS G1-4	24 a)	Penalties for violation of laws againstcorruption and bribery	x		x		106
ESRS G1-4	24 b)	Standards against corruption and bribery	x				106

IRO-2- Disclosure requirements in ESRS covered by the undertaking's Sustainability Statement

		Sustainability Statement
ESRS 2	General Disclosures	50
BP-1	General basis for preparation sustainability statement	50
BP-2	Disclosure in relation to specific circumstances	50
GOV-1	The role of administrative, management and supervisory bodies	51
GOV-2	Information provided to and sustainability matters addressed by the undertaking's administrative, management andsupervisory bodies	52
GOV-3	Integrating sustainability performance into incentives schemes	52
GOV-4	Statement on due diligence	53
GOV-5	Risk management and internal controls over sustainability reporting	53
SBM-1	Strategy, business model and value chain	54
SBM-2	Interests and views of stakeholders	55
SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	55
IRO-1	Description of the processes to identify and assess material impacts, risks and opportunities	61
IRO-2	Disclosure requirements in ESRS covered by the undertaking's sustainability statement	111
MDR-P	Policies adopted to manage material sustainability matters	69; 83; 97; 101; 107; 109
ESRS E1	Climate Change	64

		Sustainability Statement
MDR-A	Actions and resources in relation to material sustainability matters	64; 80; 100; 107; 109
MDR-M	Metrics in relation to material sustainability matters	64; 80; 100; 107; 109
MDR-T	Tracking effectiveness of policies and actions through targets	64; 80; 100; 107; 109
E1 GOV-3	Integration of sustainability-related performance in incentive schemes	64
E1 IRO-1	Description of the processes to identify and assess material climate-related impacts, risks and opportunities	67
E1 SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	66
E1-1	Transition plan for climate change mitigation	64
E1-2	Policies related to climate change mitigation and adaptation	69
E1-3	Actions and resources in relation to climate change policies	70
E1-4	Targets related to climate change mitigation and adaptation	72
E1-5	Energy consumption and mix	Non-material
E1-6	Gross Scope 1, 2, 3 and Total GHG emissions	73
E1-7	GHG removals and GHG mitigation projects financed through carbon credits	Not applicable
E1-8	Internal carbon pricing	Not applicable
E1-9	Anticipated financial effects from material physical and transition risks and potential climate-related opportunities	Phased-in
ESRS E2	Pollution	Non-material
ESRS E3	Water and marine resources	Non-material
ESRS E4	Biodiversity and Ecosystems	Non-material
ESRS E5	Resource use and circular economy	Non-material
ESRS S1	Own workforce	80
S1 SBM-2	Interests and views of stakeholders	80
S1 SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	80

		Sustainability Statement
S1-1	Policies related to own workforce	83
S1-2	Processes for engaging with own workers and workers' representatives about impacts	86
S1-3	Processes to remediate negative impacts and channels for own workers to raise concerns	87
S1-4	Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuingmaterial opportunities related to own workforce, and effectiveness of those actions	87
S1-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks andopportunities	88
S1-6	Characteristics of the undertaking's employees	89
S1-7	Characteristics of non-employee workers in the undertaking's own workforce	90
S1-8	Collective bargaining coverage and social dialogue	Non-material
S1-9	Diversity metrics	90
S1-10	Adequate wages	91
S1-11	Social protection	91
S1-12	Persons with disabilities	91
S1-13	Training and skills development metrics	92
S1-14	Health and safety metrics	93
S1-15	Work-life balance metrics	93
S1-16	Compensation metrics (wage gap and total remuneration)	94
S1-17	Incidents, complaints and severe human rights impacts	94
ESRS S2	Value chain employees	Non-material
ESRS S3	Affected communities	Non-material
ESRS S4	Consumers and end users	96
S4 SBM-2	Interests and views of stakeholders	96
S4 SBM-3	Impacts, risks and material opportunities and their interaction with the strategy and business model	96
S4-1	Policies related to consumers and end users	97

		Sustainability Statement
S4-2	Processes for engaging with consumers and end users about impacts	98
S4-3	Processes to remediate negative impacts and channels for consumers and end users to raise concerns	98
S4-4	Adoption of measures for significant impacts on consumers and end users, and approaches to managing materialrisks and pursuing material opportunities related to consumers and end users, and effectiveness of those actions	99
S4-5	Targets related to managing material negative impacts, advancing positive impacts, and managing material risks andopportunities	99
ESRS G1	Business conduct	100
G1 GOV-1	The role of the administrative, supervisory and management bodies	101
G1 IRO-1	Description of the processes to identify and assess material impacts, risks and opportunities	61
G1-1	Business conduct policies and corporate culture	101
G1-2	Management of relationships with suppliers	Non-material
G1-3	Prevention and detection of corruption and bribery	104
G1-4	Confirmed corruption or bribery incidents	106
G1-5	Political influence and lobbying activities	Non-material
G1-6	Payment practices	Non-material

FINANCIAL STATEMENTS

Turnover €124.5m

2024: €134.2m (∆ -7%)

EBITDA €15.2m

2024: €13.1m (∆ +16%)

Profit from continuing operations

2024: €6.6m (∆ +89%)

Net profit

€5.5m

2024: €6.4m (∆ -15%)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	31.12.25	31.12.24
		(Amounts expressed in thousand of Euros)
ASSETS
Non-Current Assets
Property, plant and equipment	9,567	11,137
Intangible assets	11,758	10,602
Financial assets at fair value through profit or loss	16,405	14,000
Deferred tax assets	5,528	6,806
Other non-current assets	-	529
Total Non-Current Assets	43,258	43,074
Current Assets
Trade and other receivables	41,453	45,680
Accrued income	8,014	3,331
Income tax receivable	3,266	3,109
Derivative financial instruments	6	75
Other current assets	2,147	2,987
Cash and cash equivalents	30,693	62,747
Total Current Assets	85,579	117,929
Assets from discontinued operations	-	1,393
Total Assets	128,837	162,396
EQUITY AND LIABILITIES
Equity
Share capital	1,153	1,073
Treasury shares	(21)	(20)
Share premium	51,823	37,930
Reserves and retained earnings	(8,061)	28,538
Profit for the year	5,485	6,420
Total Equity attributable to owners of the parent	50,379	73,941
Non-controlling interests	11,255	10,945
Total Equity	61,634	84,886
LIABILITIES
Non-Current Liabilities
Borrowings	10,170	14,224
Provisions	3,021	5,552
Other non-current liabilities	2,750	3,575
Total Non-Current Liabilities	15,941	23,351
Current Liabilities
Borrowings	5,314	6,047
Trade and other payables	28,851	28,713
Income tax payable	54	6
Derivative financial instruments	14	688
Deferred income and other current liabilities	15,634	17,217
Total Current Liabilities	49,867	52,671
Liabilities from discontinued operations	1,395	1,488
Total Liabilities	67,203	77,510
Total Equity and Liabilities	128,837	162,396

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

	12M*
	31.12.25	31.12.24
	(Amounts expressed in thousand of Euros)
CONTINUING OPERATIONS
Services rendered	124,465	134,188
External supplies and services	(38,579)	(48,412)
Employee benefit expense	(71,334)	(74,102)
Net impairment losses on trade and other receivables	(152)	692
Reestructuring costs	157	(1,854)
Other gains/(losses) - net	829	763
Depreciation and amortization	(3,824)	(3,845)
Operating Profit	11,562	7,430
Finance income	5,497	4,420
Finance costs	(2,061)	(3,051)
Earnings Before Taxes (EBT)	14,998	8,799
Income tax expense	(2,485)	(2,192)
Profit from continuing operations	12,513	6,607
DISCONTINUED OPERATIONS
Profit from discontinued operations	(4,232)	1,058
Profit for the Year	8,281	7,665
PROFIT ATTRIBUTABLE TO:
Owners of the parent	5,485	6,420
Non-controlling interests	2,796	1,245
	8,281	7,665
EARNINGS PER SHARE FROM CONTINUING AND DISCONTINUED OPERATIONS ATTRIBUTABLE TO OWNERS OF THE PARENT(EUROS PER SHARE):
Basic earnings per share
From continuing operations	0.26 Euros	0.17 Euros
From discontinued operations	(0.11) Euros	0.04 Euros
From profit for the year		0.21 Euros
	0.15 Euros
Diluted earnings per share
From continuing operations	0.25 Euros	0.17 Euros
From discontinued operations	(0.11) Euros	0.03 Euros

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	12M*
	31.12.25	31.12.24
	(Amounts expressed in thousand of Euros)
Profit for the Year	8,281	7,665
Other comprehensive income for the year
Items that may be reclassified to profit or loss
Exchange differences on foreign operations, net of tax	27	(25)
Other comprehensive income for the year	27	(25)
Total comprehensive income for the year	8,308	7,640
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Owners of the parent	5,503	6,405
Non-controlling interests	2,805	1,235
	8,308	7,640

12 M * - 12-month period ended

REPORT AND OPINION OF THE AUDIT BOARD

REPORT AND OPINION OF THE AUDIT BOARD ON THE CONSOLIDATED FINANCIAL STATEMENTS OF NOVABASE – SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2025

To the Shareholders,

INTRODUCTION

In compliance with the Law and for the purposes of paragraph g) of article 420 of the Portuguese Companies Code and the Company's bylaws, the Audit Board hereby presents for appreciation its Report on the supervising activity that was carried out and issues its Opinion on the Management Report and Consolidated Financial Statements of Novabase – Sociedade Gestora de Participações Sociais, S.A. for the financial year ended on December 31, 2025.

ACTIVITIES CARRIED OUT

Supervision of the Company

During the financial year, the Audit Board regularly followed up the evolution of the company's business and the business of its subsidiaries, ensuring compliance with the law and the relevant bylaws, and monitored the Company's management, the eUiciency of the risk management and internal control systems and the preparation and disclosure of financial information, as well as the regularity of the accounting records, the accuracy of the consolidated financial statements and the accounting policies and metrical valuation criteria adopted by the company, in order to verify that they lead to an adequate expression of its consolidated assets, results and cash flows.

During the year, the Audit Board met five times and the respective meetings were formally recorded in minutes. At these meetings there was an attendance of 100% by all the members.

Additionally, the Audit Board participated in the Board of Directors meeting that approved the Management Report and the Consolidated Financial Statements for the financial year 2025.

Within its duties, the Audit Board maintained the necessary contacts with the representatives of the Chartered Accountants Company and External Auditor, in order to monitor the planning and audit work that was carried out and to take note of the respective findings. The meetings held with the representatives of the Chartered Accountants Company and External Auditor enabled the Audit Board to reach a positive opinion on the integrity, rigor, skill, quality of work and objectivity with which they carried out their work, as well as the reliability of the financial information.

Relevant matters concerning auditing were also analysed with the representatives of the Chartered Accountants Company and External Auditor; the Audit Board refers to their report on the consolidated financial statements for the description of the essential elements subject to analysis.

During the meetings of the Audit Board, the main risks aUecting Novabase - Sociedade Gestora de Participações Sociais, S.A. and the companies included in the consolidation perimeter were analysed and discussed with Management and the Statutory Auditor, based on presentations prepared by these corporate bodies. The Audit Board considers that it has obtained the explanations and clarifications considered relevant.

Communication of irregularities

The Audit Board declares that during the financial year 2025 it has not received, through the means defined for this purpose, any communication of irregularities.

Related Party Transactions

During the 2025 financial year, no related party transactions, in accordance with the regulation in force, were submitted to assessment by the Audit Board.

Independence of the External Auditor

The Audit Board received the statement by the Statutory Auditor confirming its independence in relation to the Company and communicating all relationships that may be perceived as a threat to its independence, as well as the safeguards that were implemented.

RESPONSIBILITY STATEMENT

In accordance with point (c) of paragraph 1 of Article 29-G of the Portuguese Securities Code, we hereby declare that, to the best of our knowledge and belief, the aforementioned financial statements were prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union, giving a true and appropriate view of the assets and liabilities, financial position and results of Novabase - Sociedade Gestora de Participações Sociais, S.A. and the companies included in the consolidation perimeter, and the management report faithfully describes the evolution of the business, performance and position of Novabase - Sociedade Gestora de Participações Sociais, S.A. and the companies included in the consolidation perimeter, containing an adequate description of the main risks and uncertainties which they face.

OPINION

The Audit Board analysed the Management Report and the Consolidated Financial Statements for the 2025 financial year, which comprise the Consolidated Statement of Financial Position as at December 31, 2025, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows, as well as the accompanying notes, which were prepared in accordance with the International Financial Reporting Standards, as adopted in the European Union.

Within its duties the Audit Board has analysed the Legal Certification of Accounts and the Audit Report on the Consolidated Financial Information for the 2025 financial year, prepared by the Statutory Auditor, document which does not present any reservation and with which the Audit Board agrees.

The Audit Board further analysed the Corporate Governance Report for the 2025 financial year, which is attached to the Management Report prepared by the Board of Directors in compliance with the CMVM Regulation no. 4/2013 (Corporate Governance of Listed Companies), and the Audit Board certifies that it includes all the elements referred to in article 29-H of the Portuguese Securities Code.

In this context, it is the Audit Board's opinion that:

• There are no objections to the approval of the Management Report for the 2025 financial year;
• There are no objections to the approval of the Consolidated Financial Statements for the 2025 financial year.

Lisbon, 29 April, 2026

The Audit Board

Álvaro José Barrigas do Nascimento - Chairman

Fátima do Rosário Piteira Patinha Farinha – Member

João Luís Correia Duque - Member

126

STATUTORY AND AUDITOR'S REPORT

Ernst & Young Audit & Associados - SROC, S.A. Avenida da Índia, 10 - Piso 1 1349-066 Lisboa Portugal

Tel: +351 217 912 000 www.ey.com

(Translation from the original document in the Portuguese language. In case of doubt, the Portuguese version prevails)

Statutory and Auditor's Report

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Opinion

We have audited the accompanying consolidated financial statements of Novabase – Sociedade Gestora de Participações Sociais, S.A. (the Group), which comprise the Consolidated Statement of Financial Position as at 31 December 2025 (showing a total of 128,837 thousand euros and a total equity of 61,634 thousand euros, including a net profit for the year of 5,485 thousand euros), and the Consolidated Statement of Profit and Loss by Nature, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements give a true and fair view, in all material respects, of the consolidated financial position of the Novabase – Sociedade Gestora de Participações Sociais, S.A. as at 31 December 2025, and of its consolidated financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS), as endorsed by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing ("ISAs") and other technical and ethical standards and guidelines as issued by the Institute of Statutory Auditors. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the consolidated financial statements" section below. We are independent of the entities comprising the Group in accordance with the law and we have fulfilled other ethical requirements in accordance with the Institute of Statutory Auditors´ code of ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters in the current year audit are the following:

1. Revenue recognition – Turn Key

Description of the most significant assessed	Summary of our response to the most significant assessed risks of
risks of material misstatement	material misstatement
As at 31 December 2025, the accompanyingconsolidated financial statements of Novabase –Sociedade Gestora de Participações Sociais,S.A. show 124,465 thousand euros in servicesrendered (2024: 134,188 thousand euros)(Note 5).The recognition of revenue associated withconsultancy projects under a closed contract	Our approach included the following procedures:Understanding and assessing the design of relevant►processes and controls, including the design of general ITcontrols, related to the revenue recognition process;Carrying out substantive analytical procedures and detail►tests for a sample of projects, obtaining contractual supportdocumentation, where applicable, and evidence of

Sociedade Anónima - Capital Social 1.340.000 euros - Inscrição n.º 178 na Ordem dos Revisores Oficiais de Contas - Inscrição N.º 20161480 na Comissão do Mercado de Valores Mobiliários Contribuinte N.º 505 988 283 - C. R. Comercial de Lisboa sob o mesmo número A member firm of Ernst & Young Global Limited

Description of the most significant assessedrisks of material misstatement	Summary of our response to the most significant assessed risks ofmaterial misstatement
("Turn Key") regime represents approximately30% of the Group's turnover.	compliance with the performance obligation, from themoment the transaction is recognised until its receipt;
The recognition of this type of "over time"projects is based on qualitative factors that	Carrying out analytical review procedures, namely by►analysing the evolution of the project margin;
require judgement, such as planned income andcosts, contingencies in terms of contractualrisks.	Carrying out procedures to review the estimate and discuss►the main assumptions considered by the management bodyregarding planned costs and income and contingencies;
Taking into account the materiality of theamounts involved and the degree of judgementassociated with the revenue recognitioncriteria, we consider this topic as a relevant	Obtaining support for the main manual adjustments, in►order to verify the accuracy of the amounts accounted forand their correct specialisation of the financial year; and
audit matter.	Obtaining external confirmations for a representative►sample of accounts receivable.
	We also verified the adequacy of the revenue recognition policiesand other applicable disclosures, included in Notes 2.18, 4 (d) and 5of the notes to the consolidated financial statements.

2. Fair value measurement of financial assets – Feedzai, S.A.

adopted model, it is determined that we consider this topic as a relevant audit matter.

Description of the most significant assessed	Summary of our response to the most significant assessed risks of
risks of material misstatement	material misstatement
The amount of financial assets at fair valuethrough profit or loss amounts to 16,405thousand euros (2024: 14,000 thousandeuros).The participation in the entity Feedzai, S.A.,amounts to 15,242 thousand euros (2024:12,178 thousand euros), representing the mostsignificant part of the financial assets at fairvalue through profit or loss item, as detailed inNote 9 of the notes to the consolidatedfinancial statements.The Group's policy is to determine the fair valueat each reporting date, in accordance with adiscounted cash flow model, supported bybusiness plans estimated by the managementover a 5-year horizon, discount rates andgrowth rates in perpetuity.	Our approach has included the following procedures:Understanding and assessing the process and controls►relating to the recording and monitoring of the fair value ofsubsidiaries recognised at fair value through profit or loss;Obtaining the models prepared by the management and►testing the arithmetic accuracy and completeness of themodels used to determine the fair value;Analysing the models by comparing current performance►with estimates made in previous periods;Assessing, with the support of internal experts, the►reasonableness of the assumptions that present greatersensitivity and judgement in determining the fair value,namely, discount rate and growth rate in perpetuity; andAnalysis of market transactions carried out during the►period and their respective treatment under the applicableaccounting framework.
Due to the relevance of the amounts involved,	Additionally, we verified the adequacy of the disclosures presented
as well as the complexity and judgment	in Notes 2.7, 4(b), 9 and 40 of the notes to the consolidated
inherent in the assumptions included in the	financial statements.

Responsibilities of management and the supervisory board for the consolidated financial statements

Management is responsible for:

• ► the preparation of consolidated financial statements that presents a true and fair view of the Group´s financial position, financial performance and cash flows in accordance with International Financial Reporting Standards as endorsed by the European Union;
• ► the preparation of the Management report, the Corporate Governance Report, non-financial information and remunerations report, in accordance with the laws and regulations;
• ► designing and maintaining an appropriate internal control system to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error;
• ► the adoption of accounting policies and principles appropriate in the circumstances; and
• ► assessing the Group's ability to continue as a going concern, and disclosing, as applicable, matters related to going concern that may cast significant doubt on the Group's ability to continue as a going concern.

The supervisory body is responsible for overseeing the Group's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• ► identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• ► obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
• ► evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
• ► conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group 's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;
• ► evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

• ► planned and performed our audit to obtain sufficient and appropriate audit evidence regarding the financial information of the entities or units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the work performed for the purpose of the group audit and are ultimately responsible for our audit opinion;
• ► communicate with those charged with governance, including the supervisory body, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit;
• ► from the matters communicated with those charged with governance, including the supervisory body, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter; and
• ► We also provide the supervisory body with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the actions taken to eliminate threats or safeguards applied.

Our responsibility includes the verification of the consistency of the Management Report with the consolidated financial statements, and the verifications under nr. 4 and nr. 5 of article 451 of the Commercial Companies Code regarding corporate governance matters, as well as the verification that the non-financial information and remunerations report have been presented.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

On the Management Report

Pursuant to article 451, nr. 3, paragraph e) of the Commercial Companies Code, it is our opinion that the Management Report was prepared in accordance with the applicable legal and regulatory requirements and the information contained therein is consistent with the audited consolidated financial statements and, having regard to our knowledge and assessment over the Group, we have not identified any material misstatement. As referred to in article 451, nr. 7 of the Commercial Companies Code this opinion is not applicable to the consolidated statement of non-financial information included in the Management Report.

On the Corporate Governance Report

Pursuant to article 451, nr. 4 of the Commercial Companies Code, in our opinion the Corporate Governance Report includes the information required to the Group to provide as per article 29.º-H of the Securities Code, and we have not identified material misstatements on the information provided therein in compliance with paragraphs c), d), f), h), i) and m) of nr. 1 of the said article.

On the consolidated statement of non-financial information

Pursuant to article 451, nr. 6 of the Commercial Companies Code, we hereby inform that the Group included in the Management Report, chapter "Sustainability Statement", the consolidated statement of non-financial information, in compliance with article 508-G of the Commercial Companies Code.

On the remunerations report

Pursuant to article 26.º-G, nr. 6 of the Securities Code, we hereby inform that the Group has included in a separate chapter of its Corporate Governance Report the information provided in compliance with paragraph 2 of the said article.

On additional items set out in article 10 of the Regulation (EU) nr. 537/2014

Pursuant to article 10 of the Regulation (EU) nr. 537/2014 of the European Parliament and of the Council, of 16 April 2014, and in addition to the key audit matters mentioned above, we also report the following:

• ► We were appointed as auditors of Novabase Sociedade Gestora de Participações Sociais, S.A. (Group's parent entity) for the first time in the shareholders' general meeting held on 22 May 2024 for a mandate from 2024 to 2026;
• ► Management has confirmed that they are not aware of any fraud or suspicion of fraud having occurred that has a material effect on the consolidated financial statements. In planning and executing our audit in accordance with ISAs we maintained professional skepticism and we designed audit procedures to respond to the possibility of material misstatement in the consolidated financial statements due to fraud. As a result of our work we have not identified any material misstatement to the consolidated financial statements due to fraud;
• ► We confirm that our audit opinion is consistent with the additional report that we have prepared and delivered to the supervisory body of the Group on 29 April 2026;
• ► We declare that we have not provided any prohibited services as described in article 5, of the Regulation (EU) nr. 537/2014, of the European Parliament and of the Council, of 16 April 2014 and we have remained independent of the Entity in conducting the audit; and
• ► We declare that, in addition to the audit, we provided the Group with the following services as permitted by law and regulations in force:
  • − Independent limited assurance report on the consolidated statement of non-financial information of Novabase – Sociedade Gestora de Participações Sociais, S.A. for the period ended 31 December 2025.

European Single Electronic Format (ESEF)

The accompanying consolidated financial statements of Novabase – Sociedade Gestora de Participações Sociais, S.A. for the year ended 31 December 2025 must comply with the applicable requirements set out in the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 (ESEF Regulation).

Management is responsible for preparing and disclosing the annual report in accordance with the ESEF Regulation.

Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements, included in the annual report, are presented in accordance with the requirements set out in the ESEF Regulation.

Our procedures considered the OROC Technical Application Guide on report in ESEF and included, among others:

• ► obtaining an understanding of the financial reporting process, including the submission of the annual report in valid XHTML format; and
• ► the identification and evaluation of the risks of material distortion associated with the marking-up of the information of the consolidated financial statements, in XBRL format using iXBRL technology. This evaluation was based on the understanding of the process implemented by the Group to mark-up the information.

In our opinion, the accompanying consolidated financial statements included in the annual report are presented, in all material respects, in accordance with the requirements set out in the ESEF Regulation.

Lisbon, 29 April 2026

Ernst & Young Audit & Associados – SROC, S.A. Sociedade de Revisores Oficiais de Contas Represented by:

(Signed)

Luís Miguel Gonçalves Rosado - ROC nr. 1607 Registered with the Portuguese Securities Market Commission under license nr. 20161217

INDEPENDENT LIMITED ASSURANCE REPORT

Ernst & Young Audit & Associados - SROC, S.A. Avenida da Índia, 10 – Piso 1 1349-066 Lisboa Portugal

Tel: +351 217 912 000 www.ey.com

(Translation from the original Portuguese language. In case of doubt, the Portuguese version prevails.)

Independent Limited Assurance Report on the Consolidated Sustainability Reporting

To the Management Novabase – Sociedade Gestora de Participações Sociais, S.A.

Limited assurance conclusion

We have conducted a limited assurance engagement on the Consolidated Sustainability Reporting of Novabase – Sociedade Gestora de Participações Sociais, S.A. (the "Group") included in section "Sustainability Statement" of the Annual Report 2025 (the "Consolidated Sustainability Reporting"), as at 31 December 2025 and for the period from 1 January to 31 December 2025.

Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Consolidated Sustainability Reporting is not prepared, in all material respects, in compliance with:

• ► The European Sustainability Reporting Standards (ESRS), including that the process carried out by the Group to identify the information reported on the Consolidated Sustainability Reporting (the "Process") is in accordance with the description set out in note ESRS 2 IRO – 1 – Description of the process to identify and assess material impacts, risks and opportunities of the General Disclosures section; and
• ► The disclosures laid down in Article 8 of Regulation (EU) 2020/852 (the "Taxonomy Regulation") included in subsection European Taxonomy within the section Environment of the Consolidated Sustainability Reporting.

Basis for conclusion

Our limited assurance engagement was conducted in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised) "Assurance Engagements Other than Audits or Reviews of Historical Financial Information", issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants and other technical standards and recommendations issued by the Portuguese Institute of Statutory Auditors (Ordem dos Revisores Oficiais de Contas).

The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.

Our responsibilities under ISAE 3000 (Revised) standards are further described in section "Responsibilities of the Auditor".

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Quality and Independence

We apply the International Standard on Quality Management 1 ISQM 1, which requires that we design, implement, and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including international independence standards) issued by the International Ethics Standards Board for Accountants (IESBA) and of the Ordem dos Revisores Oficiais de Contas' Code of ethics (OROC).

Sociedade Anónima - Capital Social 1.340.000 euros - Inscrição n.º 178 na Ordem dos Revisores Oficiais de Contas - Inscrição N.º 20161480 na Comissão do Mercado de Valores Mobiliários Contribuinte N.º 505 988 283 - C. R. Comercial de Lisboa sob o mesmo número A member firm of Ernst & Young Global Limited

(Translation from the original Portuguese language. In case of doubt, the Portuguese version prevails.) Novabase – Sociedade Gestora de Participações Sociais, S.A. Independent Limited Assurance Report on the Consolidated Sustainability Reporting 31 December 2025

Responsibilities of Management for the Consolidated Sustainability Reporting

Management of the Group is responsible for designing, implementing and maintaining a Process to identify the information reported in the Consolidated Sustainability Reporting in accordance with the ESRS and for disclosing this Process in the note ESRS 2 IRO – 1 – Description of the process to identify and assess material impacts, risks and opportunities of the General Disclosures section of the Consolidated Sustainability Reporting. This responsibility includes:

• ► Understanding the context in which the Group's activities and business relationships take place and developing an understanding of its affected stakeholders;
• ► The identification of the actual and potential impacts (both negative and positive) related to sustainability matters, as well as risks and opportunities that affect, or could reasonably be expected to affect, the Group's financial position, financial performance, cash flows, access to finance or cost of capital over the short-, medium-, or long-term;
• ► The assessment of the materiality of the identified impacts, risks and opportunities related to sustainability matters by selecting and applying appropriate thresholds; and
• ► The selection and adoption of methods and making assumptions that are reasonable in the circumstances.

Management of the Group is further responsible for:

• ► The preparation of the Consolidated Sustainability Reporting in compliance with the ESRS;
• ► The preparation of the disclosures in subsection European Taxonomy within the section Environment of the Consolidated Sustainability Reporting, in compliance with Article 8 of the Taxonomy Regulation;
• ► Designing, implementing, and maintaining such internal controls that Management determines are necessary to enable the preparation of the Consolidated Sustainability Reporting that is free from material misstatement, whether due to fraud or error; and
• ► The selection and application of appropriate Sustainability Reporting methods and making assumptions and estimates about sustainability disclosures that are reasonable in the circumstances.

Inherent limitations in preparing the Consolidated Sustainability Reporting

In reporting forward-looking information in accordance with ESRS, Management of the Group is required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by the Group. The actual outcome is likely to be different since anticipated events frequently do not occur as expected.

Auditor's responsibilities

Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the Consolidated Sustainability Reporting is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence economics decisions of users taken on the basis of the Consolidated Sustainability Reporting as a whole.

As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) we exercise professional judgement and maintain professional skepticism throughout the engagement.

Our responsibilities in respect of the Consolidated Sustainability Reporting, in relation to the Process, include:

• ► Obtaining an understanding of the Process but not for the purpose of providing a conclusion on the effectiveness of the Process, including the outcome of the Process; and
• ► Designing and performing procedures to evaluate whether the Process is consistent with the Group's description of its Process, as disclosed in note ESRS 2 IRO – 1 – Description of the process to identify and assess material impacts, risks and opportunities of the General Disclosures section.

(Translation from the original Portuguese language. In case of doubt, the Portuguese version prevails.) Novabase – Sociedade Gestora de Participações Sociais, S.A. Independent Limited Assurance Report on the Consolidated Sustainability Reporting 31 December 2025

Our other responsibilities in respect of the Consolidated Sustainability Reporting include:

• ► Obtaining an understanding of the entity's control environment, processes and information systems relevant to the preparation of the Consolidated Sustainability Reporting but not evaluating the design of particular control activities, obtaining evidence about their implementation or testing their operating effectiveness;
• ► Identifying disclosures where material misstatements are likely to arise, whether due to fraud or error; and
• ► Designing and performing procedures responsive to disclosures in the Consolidated Sustainability Reporting where material misstatements are likely to arise. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

Summary of the work performed

A limited assurance engagement involves performing procedures to obtain evidence about the Consolidated Sustainability Reporting.

The nature, timing and extent of procedures selected depend on professional judgement, including the identification of disclosures where material misstatements are likely to arise, whether due to fraud or error, in the Consolidated Sustainability Reporting.

In conducting our limited assurance engagement, with respect to the Process, we:

• ► Obtained an understanding of the Process by:
  • o Performing inquiries to understand the sources of the information used by Management; and
  • o Reviewing the Group's internal documentation of its Process.
• ► Evaluated whether the evidence obtained from our procedures about the Process implemented by the Group was consistent with the description of the note ESRS 2 IRO – 1 – Description of the process to identify and assess material impacts, risks and opportunities of the General Disclosures section.

In conducting our limited assurance engagement, with respect to the Consolidated Sustainability Reporting, we:

• ► Obtained an understanding of the Group's reporting processes relevant to the preparation of its Consolidated Sustainability Reporting by obtaining an understanding of the Group's control environment, processes and information systems relevant to the preparation of the Consolidated Sustainability Reporting, but not for the purpose of expressing a conclusion about the effectiveness of the Group's internal control;
• ► Evaluated whether material information identified by the Process is included in the Consolidated Sustainability Reporting;
• ► Evaluated whether the structure and the presentation of the Consolidated Sustainability Reporting is in accordance with the ESRS;
• ► Performed inquires of relevant personnel and analytical procedures on selected disclosures in the Consolidated Sustainability Reporting;
• ► Performed substantive assurance procedures based on a sample basis on selected disclosures in the Consolidated Sustainability Reporting;
• ► Obtained evidence on the methods, assumptions and data used on developing material estimates and forward-looking information and on how these methods were applied;
• ► Obtained an understanding of the process to identify taxonomy-eligible and taxonomy-aligned economic activities and the corresponding disclosures in the Consolidated Sustainability Reporting.

(Translation from the original Portuguese language. In case of doubt, the Portuguese version prevails.) Novabase – Sociedade Gestora de Participações Sociais, S.A. Independent Limited Assurance Report on the Consolidated Sustainability Reporting 31 December 2025

Other mathers

The comparative information included in the Group's Consolidated Sustainability Reporting was not subject to limited assurance.

Lisbon, 29 April 2026

Ernst & Young Audit & Associados – SROC, S.A. Sociedade de Revisores Oficiais de Contas Represented by:

Manuel Ladeiro de Carvalho Coelho da Mota - ROC nº 1410 Registered with the Portuguese Securities Market Commission under license nr. 20161020

25

NOVABASE CORPORATE GOVERNANCE REPORT 2025

CONTENTS

PART I - INFORMATION ON SHAREHOLDER STRUCTURE, ORGANIZATIONAND CORPORATE GOVERNANCE	138
A. SHAREHOLDER STRUCTURE	139
B. CORPORATE BOARDS AND COMMITTEES	146
C. INTERNAL ORGANIZATION	181
D. REMUNERATION	192
E. TRANSACTIONS WITH RELATED PARTIES	207
PART II - EVALUATION OF CORPORATE GOVERNANCE	209
ANNEXES
•Report of the Board of Directors on remuneration	230
•Report of the Remuneration Committee	238

A. SHAREHOLDER STRUCTURE

I. CAPITAL STRUCTURE

1. Shareholder base (share capital, number of shares, share distribution to shareholders), including indication of shares not admitted to trading, different categories of shares, underlying rights and duties and the percentage of capital that each category represents (article 29-H, paragraph 1, sub-paragraph a).

General Information on Capital Structure

Share capital on 31-12-2025 (€)	1,152,569.19
Total shares	38,418,973
Number of unlisted shares	0
Different categories of shares	Only ordinary shares exist

The company's share capital is fully paid up.

Ordinary shares grant general rights such as the right to vote, to participate in general meetings of shareholders, to receive information, profit sharing and pre-emptive rights in capital increases, as well as the generally applicable obligations of capital contributions and loyalty.

There are no categories of shares with special rights.

In 2025, The company's General Meeting of Shareholders approved the distribution of dividends, with a gross value of €1.35 per share. Shareholders were able to opt for a dividend payment, partially or in whole, in cash or in kind, through the distribution of new Novabase shares of the same class as the existing ones, to be issued for this purpose as part of a capital increase – with such allocation in kind always being subject to the shareholder's choice to do so. The maximum number of shares to be issued was set at 9,179,908. As a result of this transaction, 29% of shareholders opted for the dividend in kind, resulting in the issue of 2,656,771 new shares, and bringing Novabase's share capital to €1,152,569.19, represented by 38,418,973 ordinary registered shares with a nominal value of €0.03. All information relating to this transaction was duly disclosed to the market, and can be consulted at the websites of the company and of the Portuguese Securities Market Commission (CMVM).

Shareholdings

	Number of shares	% share capital and voting rights
HNB - S.G.P.S., S.A.1	18,318,655	47.68%

1 José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira are the controlling shareholders and directors of HNB - S.G.P.S., S.A., having signed a shareholders' agreement for all of this company's share capital.

	Number of shares	% share capital and voting rights
Pedro Miguel Quinteiro Marquesde Carvalho	2,736,653	7.12%

	Number of shares	% share capital and voting rights
IBI - Information Business Integration,A.G.1	8,980,763	23.38%

1 At the time of receiving notice of the qualified holding, Novabase was informed that José Sancho García is the controlling shareholder of this company, and therefore was attributed the corresponding voting rights.

	Number of shares	% share capital and voting rights
ISATIS Investment ClassicBlue Fund1	2,131,761	5.55%

1 At the time of receiving notice of the qualified holding, Novabase was informed that this company is not controlled by any natural or legal person and does not control any company or companies that hold, directly or indirectly, a stake in Novabase.

The above holdings correspond to the last positions notified to the company in reference to 31 December 2025 or before.

1. Restrictions on the transferability of shares, such as consent of sale clauses or restrictions on ownership of shares (article 29-H, paragraph 1, sub-paragraph b).

The articles of association's clauses do not limit the transfer or ownership of Novabase shares.

3. Number of treasury shares, percentage of corresponding share capital and percentage of corresponding voting rights (article 29-H, paragraph 1, sub-paragraph a).

On 31 December 2025, Novabase had 710,636 treasury shares representing 1.85% of share capital, of which 658,461 were held through its subsidiary Novabase Consulting S.G.P.S., S.A.

In 2025, 23,973 shares were delivered to each of the directors Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín following their allocation during the 2022 financial year, in accordance with the conditions of the Regulations of the Plan for Options to Allot Shares, approved at the Extraordinary General Meeting of Shareholders dated 26 September 2019.

Also in 2025, 79,900 shares were attributed to each of the directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira, 23,970 shares were attributed to director Francisco Paulo Figueiredo Morais Antunes, and 19,176 shares were attributed to María del Carmen Gil Marín following the exercising of Novabase stock options held by them, per the terms and conditions detailed in point 72 of this report. These shares corresponding to the options exercised will be withheld by Novabase for a period of three years from their exercising, and their ownership will not be transferred to these directors until the end of this period, conditional upon the company's positive performance during this time.

4. Significant agreements that the company is a party to and will come into force in the future which can be altered or terminated in the event of a change in the control of the company resulting from a tender offer, along with the respective effects, unless, by their very nature, their disclosure is seriously harmful to the company, except if the company is specifically obliged to disclose such information as a result of legal h (article 29-H, paragraph 1, sub-paragraph j)).

These do not exist.

5. Applicable scheme for the renewal or revocation of defensive measures, in particular those aimed at limiting the number of votes that can be held or exercised by a single shareholder individually or in conjunction with other shareholders.

As a company with listed shares to be traded in regulated markets, Novabase has not implemented any defensive measure for unsolicited takeover bids.

6. Shareholders' agreements that are known to the company and which may lead to restrictions in terms of transferring securities or voting rights (article 29-H, paragraph 1, sub-paragraph g).

To the best of Novabase's knowledge, there is currently no shareholders' agreement in force based on the company's shares.

II. SHAREHOLDINGS AND BONDS

7. Identification of legal or natural persons who directly or indirectly own qualified holdings (article 29-H, paragraph 1, sub-paragraphs c) and d) and article 16), with specific percentages of capital and votes attributed, and the source and causes of the attribution.

Shareholdings

	Number of shares	% share capital and voting rights
HNB - S.G.P.S., S.A.1	18,318,655	47.68%

1 Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and José Afonso Oom Ferreira de Sousa are the controlling shareholders and directors of HNB - S.G.P.S., S.A., having signed a shareholders' agreement for all of this company's share capital.

	Number of shares	% share capital and voting rights
Pedro Miguel Quinteiro Marques deCarvalho	2,736,653	7.12%
	Number of shares	% share capital and voting rights
IBI – Information BusinessIntegration, A.G.1	8,980,763	23.38%

1 At the time of receiving notice of the qualified holding, Novabase was informed that José Sancho García is the controlling shareholder of this company, and therefore was attributed the corresponding voting rights.

	Number of shares	% share capital and voting rights
ISATIS Investment ClassicBlue Fund1	2,131,761	5.55%

1 At the time of receiving notice of the qualified holding, Novabase was informed that this company is not controlled by any natural or legal person and does not control any company or companies that hold, directly or indirectly, a stake in Novabase.

The above holdings correspond to the last positions notified to the company in reference to 31 December 2025 or before.

As stated in point 1, there are no categories of shares with special rights.

8. Number of shares and bonds held by members of managing and supervisory boards. [NOTE: the information should be presented in accordance with the provisions of article 447, paragraph 5 of the Commercial Companies Code]

Holdings of Members of the Managing and Supervisory Boards (article 447, paragraph 5 of the Commercial Companies Code)1

	#	%
Owner1	Shares1	Capital and VotingRights
Pedro Miguel Quinteiro Marques de Carvalho(non-executive member of the Board of Directors)	2,736,653	7.12
Manuel Saldanha Tavares Festas(substitute member of the Audit Board)	74,986	0.20
Francisco Paulo Figueiredo Morais Antunes(non-executive member of the Board of Directors)	63,475	0.17
María del Carmen Gil Marín(non-executive member of the Board of Directors)	0	0.00
João Luís Correia Duque(Audit Board member)	500	0.00
Luís Paulo Cardoso Salvado2(Chairperson of the Board of Directors)	1	0.00
Álvaro José da Silva Ferreira2(executive member of the Board of Directors)	1	0.00
José Afonso Oom Ferreira de Sousa2(non-executive member of the Board of Directors)	1	0.00
Benito Vázquez Blanco(non-executive member of the Board of Directors)	0	0.00
Madalena Paz Ferreira Perestrelo de Oliveira(Vogal não executivo do Conselho de Administração)	0	0.00
Rita Wrem Viana Branquinho Lobo Carvalho Rosado(non-executive member of the Board of Directors)	0	0.00
Álvaro José Barrigas do Nascimento(Chairperson of the Audit Board)	0	0.00
Fátima do Rosário Piteira Patinha Farinha(full member of the Audit Board)	0	0.00
Ernst & Young Audit & Associados – SROC, S.A., representedby Luís Miguel Gonçalves Rosado	0	0.00
Rui Abel Serra Martins(substitute statutory auditor)	0	0.00

1 The shareholding of each of these corporate board members corresponds to the last position notified to the company in reference to 31 December 2025 or before. 2 Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and José Afonso Oom Ferreira de Sousa are shareholders of HNB - S.G.P.S., S.A., a company where they hold management positions. On 31 December 2025, HNB - S.G.P.S., S.A. held 18,318,655 shares representing 47.68% of Novabase's share capital and respective voting rights.

In 2025, the following transactions were performed by the persons referred to in article 447, paragraph 2, subparagraphs a) through d) of the Commercial Companies Code:

Entity	Transaction	Date	Place	Numberof Actions	Unit Price(€)
Francisco Paulo FigueiredoMorais Antunes	Sale	21/10/2025	EuronextLisbon	8,345	8.00
Francisco Paulo FigueiredoMorais Antunes	Sale	20/10/2025	EuronextLisbon	179	8.00
Francisco Paulo FigueiredoMorais Antunes	Sale	17/10/2025	EuronextLisbon	1	8.00
Francisco Paulo FigueiredoMorais Antunes	Sale	15/10/2025	EuronextLisbon	2,618	8.00
Francisco Paulo FigueiredoMorais Antunes	Sale	13/10/2025	EuronextLisbon	369	8.00
Francisco Paulo FigueiredoMorais Antunes	Sale	19/09/2025	EuronextLisbon	324	8.00
María del Carmen Gil Marín	Sale	18/09/2025	EuronextLisbon	2,472	7.80
María del Carmen Gil Marín	Sale	18/09/2025	EuronextLisbon	90	7.85
María del Carmen Gil Marín	Sale	17/09/2025	EuronextLisbon	850	7.80
María del Carmen Gil Marín	Sale	17/09/2025	EuronextLisbon	1,334	7.85
María del Carmen Gil Marín	Sale	16/09/2025	EuronextLisbon	456	7.80
María del Carmen Gil Marín	Sale	16/09/2025	EuronextLisbon	500	7.85
María del Carmen Gil Marín	Sale	15/09/2025	EuronextLisbon	6,015	7.80
María del Carmen Gil Marín	Sale	15/09/2025	EuronextLisbon	512	7.85
María del Carmen Gil Marín	Sale	12/09/2025	EuronextLisbon	1,656	7.80
María del Carmen Gil Marín	Sale	12/09/2025	EuronextLisbon	470	7.85
María del Carmen Gil Marín	Sale	11/09/2025	EuronextLisbon	6,389	7.80
María del Carmen Gil Marín	Sale	10/09/2025	EuronextLisbon	531	7.90
María del Carmen Gil Marín	Sale	10/09/2025	EuronextLisbon	2,249	7.80
María del Carmen Gil Marín	Sale	08/09/2025	EuronextLisbon	112	7.90
María del Carmen Gil Marín	Sale	05/09/2025	EuronextLisbon	2,227	7.90

PART I | A. SHAREHOLDER STRUCTURE

Entity	Transaction	Date	Place	Numberof Actions	Unit Price(€)
María del Carmen Gil Marín	Sale	04/09/2025	EuronextLisbon	612	7.90
María del Carmen Gil Marín	Sale	03/09/2025	EuronextLisbon	894	7.90
María del Carmen Gil Marín	Sale	01/09/2025	EuronextLisbon	792	7.95
María del Carmen Gil Marín	Sale	29/08/2025	EuronextLisbon	1	7.95
María del Carmen Gil Marín	Sale	28/08/2025	EuronextLisbon	1	7.95
María del Carmen Gil Marín	Sale	27/08/2025	EuronextLisbon	108	7.95
María del Carmen Gil Marín	Sale	26/08/2025	EuronextLisbon	80	7.95
María del Carmen Gil Marín	Sale	25/08/2025	EuronextLisbon	385	7.95
María del Carmen Gil Marín	Sale	22/08/2025	EuronextLisbon	5,981	7.95
María del Carmen Gil Marín	Sale	21/08/2025	EuronextLisbon	1,976	7.95
María del Carmen Gil Marín	Sale	20/08/2025	EuronextLisbon	1,476	7.95
María del Carmen Gil Marín	Sale	19/08/2025	EuronextLisbon	24	7.95
María del Carmen Gil Marín	Sale	18/08/2025	EuronextLisbon	373	8.00
María del Carmen Gil Marín	Sale	15/08/2025	EuronextLisbon	1,062	7.95
María del Carmen Gil Marín	Sale	14/08/2025	EuronextLisbon	200	7.95
María del Carmen Gil Marín	Sale	12/08/2025	EuronextLisbon	552	7.95
María del Carmen Gil Marín	Sale	11/08/2025	EuronextLisbon	729	7.95
María del Carmen Gil Marín	Sale	08/08/2025	EuronextLisbon	5,050	7.95
María del Carmen Gil Marín	Sale	07/08/2025	EuronextLisbon	3,900	7.95
María del Carmen Gil Marín	Sale	05/08/2025	EuronextLisbon	2,000	8.00
María del Carmen Gil Marín	Sale	04/08/2025	EuronextLisbon	3,925	7.95
Francisco Paulo FigueiredoMorais Antunes1	Purchase	02/07/2025	Outside ofregulated market	23,973	0.00
María del Carmen Gil Marín1	Purchase	02/07/2025	Outside ofregulated market	23,973	0.00

Entity	Transaction	Date	Place	Numberof Actions	Unit Price(€)
Francisco Paulo FigueiredoMorais Antunes	Aquisição	23/06/2025	EuronextLisbon	7,802	5.2592
HNB – S.G.P.S., S.A.	Aquisição	23/06/2025	EuronextLisbon	1,901,433	5.2592
María del Carmen Gil Marín	Sale	12/06/2025	EuronextLisbon	1,000	7.60

1 These transactions were performed in connection with the exercising of options under the Plan for Options to Allot Novabase Shares, approved at Novabase's 2019 Annual General Meeting of Shareholders.

Finally, it should be noted that neither the company nor any company in a group or control relationship with it is an issuer of bonds.

9. Special powers of the board of directors, namely with respect to decisions to increase capital (article 29-H, paragraph 1, sub-paragraph i)), specifying, in this regard, the date on which they were given, the date until which they can be exercised, the maximum ceiling of the capital increase, the amount already issued under the allocation of powers and the means of implementing the powers granted.

Novabase's managing board has no special powers vis-à-vis those granted by law.

10. Information on the existence of significant business relationships between holders of qualified holdings and the company.

In 2025, to the best the company's knowledge, Novabase had no significant business relationships with holders of qualified holdings or entities related or previously related to them.

146

B. CORPORATE BOARDS AND COMMITTEES

I. GENERAL MEETING OF SHAREHOLDERS

a) Composition of the general meeting board

11. Identification, position and term of office (beginning and end) of members of the general meeting board.

The members of Novabase's General Meeting Board, elected in the General Meeting of Shareholders held on 22 May 2024 for the three-year period of 2024-2026, are Catarina Maria Marante Granadeiro (Chairperson) and Diogo Ferreira da Fonseca Pinto (Secretary of the General Meeting).

The Chairpersonship of the General Meeting of Shareholders has the necessary and appropriate means to exercise its duties having access to a work room and secretarial services at the company. In addition, the Chairpersonship of the General Meeting of Shareholders has ten people (seven of whom belong to the company's staff) at its disposal dedicated to working specifically on the organization and management of the General Meeting of Shareholders

b) Exercising of voting rights

12. Possible restrictions on voting rights, such as limitations on exercising voting rights based on ownership of a number or percentage of shares, deadlines for exercising a voting right or special systems for equity (article 29-H, paragraph 1, sub-paragraph f).

Novabase has no restrictions on voting rights, nor any limitations on voting based on a number or percentage of shares. Moreover, there are no systems related to asset content rights.

Shareholders may be represented at the General Meeting of Shareholders, pursuant to the law.

Shareholders may be represented by sending a letter addressed to the Chairpersonship of the General Meeting of Shareholders at least three days before the date set for the meeting.

If the shares are jointly owned, only a common representative, or his/her representative, may participate in the General Meeting of Shareholders.

Postal voting is permitted under the articles of association, provided that the following are observed:

• a) Shareholders with a voting right may exercise this right by post by means of a signed statement clearly indicating their voting intention for each point on the meeting's agenda. For this purpose, shareholders may use the postal voting form which will be made available at the company's website in a timely fashion;

• b) A legible photocopy of the shareholder's identity card or citizen's card must accompany the voting form; If the shareholder is a legal person, the voting form must be signed by one of its representatives, and his/ her signature must be notarized in that capacity;

• c) Voting forms, together with the items specified in the preceding subparagraphs, must be placed in a sealed envelope addressed to the Chairperson of the General Meeting of Shareholders, delivered by hand to the company's registered office, or delivered to this office by registered mail by the third working day preceding the date of the General Meeting of Shareholders. However, individuals who submit a voting form accompanied only by a legible photocopy of the shareholder's identity card or citizen's card may, alternatively, use the email address specified for this purpose in the meeting notice;

• d) The Chairperson of the General Meeting of Shareholders must ensure the authenticity and confidentiality of postal votes until the time of voting;

• e) If the shareholder or his/her representative attends the General Meeting of Shareholders in person, his/ her respective postal vote will be annulled;

• f) Postal votes will be counted as 'No' votes in relation to items for discussion submitted after these votes' date of issue.

Although not specifically mentioned in the articles of association, electronic voting is referred to in meeting notices, and follows the same principles as those of postal voting.

The remaining deadlines and requirements for exercising voting rights are exclusively those established by law and by applicable recommendations.

13. Maximum percentage of voting rights that can be exercised by a single shareholder or by shareholders having any of the relationships referred to in article 20, paragraph 1 with that shareholder.

No such limitation exists.

14. Shareholder decisions which, pursuant to the articles of association, can only be made by a qualified majority, in addition to those provided for by law, specifying these majorities.

The company has no mechanisms that hinder the passing of resolutions by shareholders. There are no shareholder decisions which, pursuant to the articles of association and beyond those provided for by law, can only be made by a qualified majority or a decision-making quorum greater than that provided for by law.

II. MANAGEMENT AND SUPERVISION

(Board of Directors, Executive Board of Directors and General and Supervisory Board)

a) Composition Board of Directors on 31 December 2025 Luís Paulo Cardoso Salvado Álvaro José da Silva Ferreira Francisco Paulo Figueiredo Morais Antunes

María del Carmen Gil Marin

José Afonso Oom Ferreira de Sousa

Pedro Miguel Quinteiro Marques Carvalho

Benito Vázquez Blanco

Madalena Paz Ferreira Perestrelo de Oliveira

Rita Wrem Viana Branquinho Lobo Carvalho Rosado

15. Identification of governance model used.

Novabase has been a publicly-traded company since July 2000. It operates according to a governance model whose suitability and performance are assessed regularly by the Board of Directors to help optimize its performance in closer alignment with the interests of all stakeholders – those interested in Novabase's corporate activities, namely shareholders, investors, customers, suppliers, other business partners and employees.

In view of the mounting challenges of internationalization and competition revolving around Novabase's business, the corporate governance system in place at the company needed to be brought up to date by simplifying and streamlining company bodies and procedures, so as to tailor existing solutions to the company's size and specific circumstances.

Therefore, beginning in 2015, Novabase adopted a reinforced Latin corporate governance model comprised of a Board of Directors, Audit Board and Statutory Auditor (ROC). In this model, a substantially more agile dayto-day management structure was implemented, with the Board of Directors able to delegate the day-to-day running of the company to one or more directors (managing directors) or to an Executive Committee of three to nine members.

Following the General Meeting of Shareholders of 22 May 2024 (which, among other decisions, elected the members of the corporate boards and Remuneration Committee for three-year period of 2024-2026), for the purpose of continuing with a substantially more agile day-to-day management structure, the elected Board of Directors decided to keep Novabase's daily management under managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira, thereby not creating an Executive Committee for this term of office. The elected Board of Directors also decided to grant special responsibilities to directors Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, pursuant to article 407, paragraph 1 of the Commercial Companies Code. The activities of these managing directors are supervised by the non-executive directors.

Moreover, Novabase has a general meeting board elected for three-year terms of office, along with a Remuneration Committee appointed by the General Meeting of Shareholders to establish the remuneration of each corporate board member, in accordance with the Remuneration Policy passed by the General Meeting of Shareholders on 25 May 2021 and ratified at the General Meeting Assembly on 22 May 2024. The company also designates a secretary and respective substitute, under the terms of article 446-A of the Commercial Companies Code, to perform the duties established by law.

Novabase constantly analyses the implementation of this model in order to refine its corporate governance practices, whenever possible, and tailor the model to the demands and challenges faced by the company.

16. Article of association rules on procedural requirements and matters applicable to the appointment and replacement of members, as applicable, of the Board of Directors, Executive Board of Directors and General and Supervisory Board (article 29-H, paragraph 1, sub-paragraph h).

The members of Novabase's Board of Directors are appointed and replaced under the terms of the law, namely the provisions of articles 390 and following of the Commercial Companies Code. Article 14, paragraph 1 of the company's articles of association state that a Board of Directors shall be responsible for managing the company's business, with full and exclusive powers of representation, comprised of at least three and at most nineteen members elected by the General Meeting of Shareholders.

Furthermore, pursuant to article 14, paragraph 2 of the company's articles of association, the General Meeting of Shareholders is responsible for appointing the Chairperson of the Board of Directors, which will elect its own chairperson if the General Meeting of Shareholders fails to do so.

With regard to the absence and replacement of members of the management, pursuant to the articles of association, those who fail to attend over one third of the meetings held in a financial year, without justification approved by the Board of Directors, shall be considered permanently absent and subject to replacement pursuant to the law and the Board of Directors' regulations.

Article 8 of the articles of association states that members of the management are elected by the General Meeting of Shareholders for three-year terms, subject to re-election one or more times, and that, at the end of their terms of office, they shall keep their positions until the appointment of new members.

Novabase believes that the suitability of the governing board members' profile to their respective duties is essential for fostering a robust, effective corporate governance and proper composition of the interests of the company's various stakeholders. In weighing up the profile of the corporate board members to be elected, the election proposals approved by shareholders tend to be based not only on individual criteria (such as candidates' expertise, integrity, willingness and experience in the sectors where Novabase does business), but also on diversity requirements.

Pursuant to article 29-H, paragraph 1, sub-paragraph q) of the Securities Code (CVM), following is a summary of Novabase's diversity policy for its managing and supervisory boards, how this policy was applied and its results in the 2025 financial year.

Novabase believes that it employs an ongoing approach of diversity in the composition of its managing and supervisory boards, helping to improve the performance of the relevant boards and providing balance in their composition, with a particular focus on gender diversity.

On 12 April 2018, Novabase's Board of Directors approved a formal diversity policy for its managing and supervisory boards, which is available to the public at the company's website. The approved policy is primarily rooted in the following commitments on the part of Novabase:

• Compliance with Law no. 62/2017 of 1 August, since gender diversity allows for different management styles and complementary approaches;
• With regard to age, there must be a balance between experience and maturity and the youth and energy needed for the fast-paced innovation of NOVABASE's highly dynamic sector (information technologies);
• With regard to qualifications and education, in addition to areas associated with technology, various other areas of knowledge must also be represented, in view of the mounting importance of multidisciplinarity in team performance.

The following are noteworthy with regard to the application and results of Novabase's diversity policy in the 2025 financial year:

• With regard to full members on Novabase s corporate boards performing duties in 2025, Novabase's corporate boards had a total of 12 men and five women;
• Throughout 2025, Novabase's corporate board members ranged from 36 to 65 years in age. Their areas of core training included engineering, law, mathematics, economics, management and philosophy;
• Therefore, the Board of Directors for the 2024-2026 term of office was comprised of 33.3% female members, thereby meeting the minimum referred to in Law no. 62/2017 of 1 August (33.3%), also including one female member granted special responsibilities pursuant to article 407, paragraph 1 of the Commercial Companies Code.

17. Composition, as applicable, of the Board of Directors, Executive Board of Directors and General and Supervisory Board, stating the minimum and maximum number of members, term of office, number of full members, inauguration date and end date of each member's term of office, in accordance with the articles of association.

As stated above, article 8 of the company's articles of association states that members of the Board of Directors are elected by the General Meeting of Shareholders for three-year terms, subject to re-election one or more times, and that, at the end of their terms of office, they shall keep their positions until the appointment of new members.

Novabase's articles of association also state that the Board of Directors may be comprised of at least three and at most nineteen members.

Director	Inauguration date	End of term of office
Luís Paulo Cardoso Salvado	18-03-1998	31-12-2026
Álvaro José da Silva Ferreira	10-05-201803-03-2000	31-12-202620-04-2015
Francisco Paulo Figueiredo MoraisAntunes	24-05-202228-04-2009	31-12-202625-05-2021
María del Carmen Gil Marín	10-05-2018	31-12-2026
José Afonso Oom Ferreira de Sousa	24-01-1991	31-12-2026
Pedro Miguel Quinteiro Marquesde Carvalho	24-01-1991	31-12-2026
Benito Vázquez Blanco	24-05-2022	31-12-2026
Madalena Paz Ferreira Perestrelode Oliveira	25-05-2021	31-12-2026
Rita Wrem Viana Branquinho LoboCarvalho Rosado	25-05-2021	31-12-2026

On 31 December 2025, the Board of Directors had nine full members, as shown in the following table:

Pursuant to article 14 of the articles of association, the Board of Directors may delegate the day-to-day running of the company to one or more members of the Board of Directors (managing directors) or to an Executive Committee consisting of three to nine members.

Following the General Meeting of Shareholders of 22 May 2024 (which, among other decisions, elected the members of the corporate boards and Remuneration Committee for the 2024-2026 term of office), the elected Board of Directors delegated, on this same date, Novabase's daily management to managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira. Along these same lines, the decision was made to grant special responsibilities to directors Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, pursuant to article 407, paragraph 1 of the Commercial Companies Code. The activities of these managing directors are supervised by the non-executive directors

18. Distinction between executive and non-executive members of the Board of Directors and, for the latter, identification of members who can be considered independent or, when applicable, identification of independent members of the General and Supervisory Board.

Member of the Board of Directors	Category	Independent1
Luís Paulo Cardoso Salvado	Executive(Chairperson)	No
Álvaro José da Silva Ferreira	Executive	No
Francisco Paulo Figueiredo Morais Antunes	Non-executive	No
María del Carmen Gil Marín	Non-executive	No
José Afonso Oom Ferreira de Sousa	Non-executive	No
Pedro Miguel Quinteiro Marquesde Carvalho	Non-executive	No
Benito Vázquez Blanco	Non-executive	No
Madalena Paz Ferreira Perestrelode Oliveira	Non-executive	No
Rita Wrem Viana Branquinho Lobo Carvalho Rosado	Non-executive	No

1 Under the terms of CMVM Regulation no. 4/2013, Annex I, point 18.1.

In view of the number of directors (nine), the seven non-executive members of the Board of Directors are sufficient in number to ensure effective monitoring, supervision and assessment of the activity of the remaining members of the managing board (see points 24 and 27 of this report with regard to the assessment of the other directors). In fact, the number of non-executive directors accounts for 77.8% of all directors, which is a truly significant proportion, above all considering the company's size and the respective free float, as resulting from this report. Furthermore, Novabase's non-executive members have professional qualifications, educations and backgrounds which differ between themselves, but which are relevant at various levels for Novabase's main business areas, thereby representing diverse areas of knowledge among non-executive members to support the executive members' monitoring, supervision and understanding of the business.

In view of the company's size, its need for agility and efficient management, its shareholder structure and respective free float, its various levels of internal control (including supervisory boards completely comprised of persons independent from the management and qualified shareholders, with the important note that, under the Anglo Saxon corporate governance model previously in effect at the company, only those management members with positions on the Auditing Committee were independent), and the vast set of options benefiting shareholder participation and the exercising of rights, Novabase does not believe that independent directors are needed to ensure the protection of the interests of all stakeholders

19. Professional qualifications and other relevant background information of each member, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors.

Director	Professional Qualifications	Other background information1
Luís Paulo Cardoso Salvado	•MBA in Information Management fromUniversidade Católica Portuguesa•Graduate in Electrotechnical andComputer Engineering at InstitutoSuperior Técnico (IST - Higher TechnicalInstitute)	•Chairperson of the Board of Directorsand Managing Director of Novabase -S.G.P.S., S.A.Formerly:•CFO, CHRO and CLO of the NovabaseGroup•CEO of Novabase Consulting, S.A.•Member of the Board of DirectorsPerformance Assessment Committeeand the Corporate GovernanceAssessment Committee•Director of various Novabase Groupcompanies
Álvaro José da Silva Ferreira	•Mergers and Acquisitions Program -Harvard Business School•Private Equity and Venture CapitalProgram - Harvard Business SchoolExecutive Education•MBA from Universidade Nova de Lisboa•Graduate in IT Engineering –Universidade Nova de Lisboa	•Managing Director of Novabase -S.G.P.S., S.A.Formerly:•COO Value Portfolio•Director of various Novabase Groupcompanies
Francisco Paulo Figueiredo MoraisAntunes	•Master's in Finance from ISCTE•Graduate in Company Organizationand Management from ISCTE (LisbonUniversity Institute)	•Director of Novabase – S.G.P.S., S.A.with special responsibilitiesFormerly:•Novabase Group CFO•Director of various Novabase Groupcompanies
María del Carmen Gil Marín	•MBA – INSEAD•Academic cycle of PhD in theEnvironment and Alternative Energies– UNED•Higher Degree in Electronic Engineering- Universidad Pontificia de Comillas(I.C.A.I.)•Extensive executive training, including:Stanford University (Cyber Security),UCLA Anderson School of Management(Santander-UCLA W50), Nova Schoolof Business & Economics (BoardsGovernance) and Harvard BusinessSchool (Leadership)	•Director of Novabase – S.G.P.S., S.A.with special responsibilities•Head of Investor Relations Novabase -S.G.P.S., S.A.Formerly:•Executive Director of Novabase -S.G.P.S., S.A. (COO Value Portfolio,CIO and CISO)•Director of various Novabase Groupcompanies•Chairperson of the Board of Directorsof Novabase Capital, S.C.R., S.A.•Member of the Audit Board ofAssociação de Emitentes de Mercado(A.E.M.)•Member of Audit Board of InvestorRelations Forum•Strategic Marketing Professor atUniversidad Pontificia de Comillas•Strategic consultant at The BostonConsulting Group•Corporate Finance - InvestmentBanker at Lehman Brothers

Director	Professional Qualifications	Other background information1
José Afonso Oom Ferreira de Sousa	•Graduate in Philosophy fromUniversidade Católica de Lisboa•MBA from Universidade Nova de Lisboa•Master's in ElectrotechnicalEngineering from IST•Graduate in ElectrotechnicalEngineering from IST	•Non-executive Director of Novabase -S.G.P.S., S.A.Formerly::•Director without delegated areas•Member of the Board of DirectorsPerformance Assessment Committee•Member of the Corporate GovernanceAssessment Committee•CLO and CFO of the Novabase Group•Director of various Novabase Groupcompanies
Pedro Miguel Quinteiro Marquesde Carvalho	•Graduate in Applied Mathematics fromUniversidade de Lisboa	•Non-executive Director of Novabase -S.G.P.S., S.A.Formerly:•Director without delegated areas•Member of the Board of DirectorsPerformance Assessment Committee•Director responsible for theadministrative and logistics area•Novabase Group CIO•Director of various Novabase Groupcompanies
Benito Vázquez Blanco	•Master's in TelecommunicationsEngineering – Universidad Politécnicade Madrid	•Non-executive Director of NovabaseS.G.P.S., S.A.
Madalena Paz Ferreira Perestrelode Oliveira	•Doctorate in Law (legal/civil sciences)from the University of Lisbon Schoolof Law•Completion of academic part of theMaster's degree in Legal Sciences atthe Faculty of Lisbon•Attendance at the 17th PostgraduateCourse in Securities Law, organized bythe Securities Institute (Instituto dosValores Mobiliários)•Graduate in Law from the University ofLisbon School of Law	•Non-executive Director of Novabase -S.G.P.S., S.A.•Assistant Professor at the University ofLisbon School of Law•Consultant in the areas of banking,finance and corporate, M&A at PLMJ,Sociedade de Advogados, RL•Researcher at the Private Law ResearchCentre (CIDP) of the University ofLisbon School of Law•Member of the Governance Lab, alegal research group dedicated toorganizational governance;•Sub-director of the Financial Law andCapital Markets JournalFormerly:•Secretary of the General Meeting ofShareholders of Novabase - S.G.P.S.,S.A.•Assistant at the Católica Lisbon Schoolof Business and Economics
Rita Wrem Viana Branquinho LoboCarvalho Rosado	•Executive training: Advanced Programfor Non-executive Directors (IPCG)•Graduate in Law from UniversidadeCatólica de Lisboa	•Non-executive Director of Novabase -S.G.P.S., S.A.•Secretary of the General Meeting ofShareholders of various NovabaseGroup companies•Legal management of the NovabaseGroup

1 Professional activities performed in the past five years, namely in terms of positions at other companies or the company itself (article 289 of the Commercial Companies Code).

20. Regular and significant family, professional or business relationships of members, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors with shareholders to whom a qualified shareholding exceeding 5% of voting rights may be attributed.

Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira and José Afonso Oom Ferreira de Sousa, directors of Novabase S.G.P.S., S.A., are also directors of HNB - S.G.P.S., S.A., which on 31 December 2025 had 18,318,655 shares representing 47.68% of the share capital and voting rights of Novabase S.G.P.S., S.A.

On 31 December 2025, there were no other regular and significant relationships between directors and qualified shareholders.

21. Organizational structure and functional chart relating to the division of powers among the various boards, committees and/or departments within the company, including information on the scope of the delegation of powers, particularly with regard to the delegation of day-to-day management of the company.

Novabase was organized into two business segments on 31 December 2025:

• Next-Gen
• Value Portfolio

These two segments were announced to the market on 25 July 2019, in the wake of the disclosure of Novabase's 2019+ Strategic Update.

The Next-Gen segment aims to be a key player in an area of fast growth and considerable size, through a leadership position in attracting hard-to-find technology talent in Portugal and in deploying advanced projects focusing on Europe and the Middle East. Novabase has a solid history in Nearshore Agile, and is already active in Telecommunications and Financial Services.

Next-Gen, an IT service segment focused on:

• Design & UX
• Insights through data
• Native & scalable cloud
• Digital architecture
• Exposure to APIs
• AI / Analytics
• Automation of Tests & Engineering
• Continuous Delivery
• Intelligent Operations

The main purpose of the Value Portfolio segment is to generate funds to finance growth in the Next-Gen segment, through proactive management and by analysing potential strategic partnerships.

Novabase - S.G.P.S.1 /Celfocus2

Novabase - S.G.P.S. and Celfocus control the central functional areas: Human Resources, Finance & Administration, IT, Marketing, Legal and Logistics. Novabase - S.G.P.S. directly controls the Investor Relations function through the Investor Relations Office.

Information on the Investor Relations Office can be found in point 56 of this report.

Organizational Chart

Each of the aforementioned organizational units corresponds to a company or a group of companies.

The attached organizational chart includes all of the companies within Novabase's consolidation perimeter.

H - % Held by the Holding D - % Held Directly

As stated in point II. A) 15., in view of the mounting challenges of internationalization and competition revolving around Novabase's business, the corporate governance system in place at the company needed to be brought up to date by simplifying and streamlining company bodies and procedures, so as to tailor existing solutions to the company's size and specific circumstances.

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1 Novabase – Sociedade Gestora de Participações Sociais, S.A.

Therefore, beginning in 2015, Novabase adopted a reinforced Latin corporate governance model comprised of a Board of Directors, Audit Board and Statutory Auditor (ROC). In this model, a substantially more agile dayto-day management structure was implemented, with the Board of Directors able to delegate the day-to-day running of the company to one or more directors (managing directors) or to an Executive Committee of three to nine members.

Following the General Meeting of Shareholders of 22 May 2024 (which, among other decisions, elected the members of the corporate boards and Remuneration Committee for the three-year period of 2024- 2026), the elected Board of Directors delegated, on this same date and similarly to the previous term of office, Novabase's daily management to managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira, with no Executive Committee having been created for this term of office. Along these same lines, the decision was made to grant special responsibilities to directors Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, pursuant to article 407, paragraph 1 of the Commercial Companies Code.

The activities of the managing directors are supervised by the non-executive directors. Moreover, Novabase has a general meeting board elected for three-year terms of office, along with a Remuneration Committee appointed by the General Meeting of Shareholders to establish the remuneration of each corporate board member based on the duties performed and the company's financial status. The company also designates a secretary and respective substitute, under the terms of article 446-A of the Commercial Companies Code, to perform the duties established by law.

Under the terms of article 14 of Novabase's articles of association, a Board of Directors with full and exclusive representation powers is responsible for managing the company's business.

The Board of Directors has general powers to act in pursuit of the company's corporate and business interests within the confines of the law, the articles of association and the decisions of the General Meeting of Shareholders and, in particular, to:

• a. Acquire, encumber and sell any rights or movable property as well as to acquire, encumber and sell immovable property, whenever it is deemed appropriate for Novabase;
• b. Take out loans and carry out any other financing operations in Novabase's interest, under such terms and conditions that it deems fit;
• c. Appoint representatives of Novabase;
• d. elegate powers to its members, pursuant to the articles of association;
• e. Hire employees, set their conditions of employment and exercise disciplinary power;
• f. Represent Novabase in and out of court, as plaintiff or defendant, file lawsuits, and make admissions, compromise in them and withdraw from them, and engage in arbitration;
• g. Open, operate and close any of Novabase's bank accounts, deposit and withdraw money, issue, accept, draw and endorse cheques, bills and promissory notes, invoice statements and any other securities;
• h. Decide on investments in the capital of other companies or on participating in other businesses;
• i. Discuss and approve Novabase's strategic plan and risk policy, including the definition of risk levels considered acceptable;
• j. Run Novabase's businesses and carry out any acts and transactions relating to the corporate purpose that do not fall within the jurisdiction of other corporate boards.

Under the terms of its regulations, the Board of Directors is responsible for setting a policy for reporting irregularities in compliance with goals laid out in this regard by law, by applicable regulations or by the General Meeting of Shareholders.

The Board of Directors' bylaws and regulations also state that it may delegate to one member of the Board of Directors certain specific management duties or the execution of the Board of Directors' decisions, and may also, as stated above, delegate the day-to-day running of the company to one or more directors (managing directors) or to an Executive Committee of three to nine members. The delegated powers must be drawn up in minutes. The Board of Directors will determine the powers of each managing director or of the Executive Committee, as applicable, in the day-to-day running of the company, delegating to the Executive Committee, when necessary, all of the powers not prohibited by article 407, paragraph 4 of the Commercial Companies Code.

Pursuant to the provisions of article 407, paragraph 4 of the Commercial Companies Code and the regulations of Novabase's Board of Directors, the Board of Directors may not delegate the following:

• a. Selection of the Chairperson of the Board of Directors;
• b. Co-option of directors;
• c. Requests to call the General Meeting of Shareholders;
• d. Drawing up of annual reports and accounts;
• e. Provision of collateral, personal guarantees and security in rem by Novabase;
• f. Change of registered office and capital increases;
• g. Deliberate projects to merge, divide and transform Novabase;
• h. Approval of strategy;
• i. Definition of the Group's corporate structure.

Managing Directors

Managing directors are responsible for the day-to-day running of the company, and may perform all actions required to this end, respecting the powers of the Board of Directors with regard to actions which must be submitted for its approval. Managing directors define the company's current organizational structure, appoint employees to perform management duties in the corporate boards of this structure and manage all of the company's operating areas.

In accordance with the delegation of powers approved by the Board of Directors on 22 May 2024, the performance of all actions required for the day-to-day running of the company has been delegated to the two managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira, for the three-year period of 2024-2026, including the individual powers to perform all the actions required for the day-to-day running of Novabase, including all powers needed or expedient for pursuing the company's corporate purpose and conducting its business, namely:

• a. Carry out the annual business plans and corresponding budgets after their approval by Novabase's Board of Directors;

• b. Approve changes to the budget, except when their cumulative impact on the company's consolidated net profit is expected to exceed €1 (one) million in the financial year;

• c. Approve and carry out the Novabase's short, medium and long-term organic development and investment plans, and identify and make investments in existing or new business areas of Novabase and its affiliates, by means of a budget approved by Novabase's Board of Directors and/or, in the absence of this, provided that (i) individually, they do not exceed €1 (one) million; and (ii) together, €5 (five) million in a given financial year; or (iii) in the case of R&D (research and development) investments or investments with co-funding, covered by applicable tax incentives or subsidies, up to a combined amount of €20 (twenty) million per financial year;

• d. Acquire, encumber and sell holdings in other companies, provided these transactions' general guidelines fall within the annual business plans and respective budgets or, otherwise, with the prior approval Novabase's Board of Directors;

• e. Manage holdings in other companies, including affiliates, namely by appointing their representatives on corporate boards and laying out guidelines for these representatives' activities, together with approving and reorganizing these holdings according to the annual business plans, or by prior decision approved by Novabase's Board of Directors;

• f. Notwithstanding legal provisions and formalities, buy and sell treasury shares within the framework and limits of the decision of the General Meeting of Shareholders;

• g. Open, transact and close bank accounts;

• h. Approve short and medium-term financing agreements (12-36 months), including those which increase overall indebtedness, provided that their value is €5 (five) million or less per transaction, or cumulatively €20 (twenty) million per financial year, or of any amount with the prior approval of Novabase's Board of Directors;

• i. Grant medium and short-term loans (and/or shareholder loans) to affiliates for cash-on-hand and other purposes allowed by law, up to the amount of €20 (twenty) million per financial year, or in any amount with the prior approval of Novabase's Board of Directors;

• j. Acquire, sell and/or encumber Novabase's assets, individually up to €1 (one) million, or cumulatively up to €5 (five) million per financial year;

• k. Take or give in lease, and manage the use of, immovable property allocated to the business of Novabase and/or its affiliates, partially or in whole, in accordance with the budget approved by Novabase's Board of Directors or, apart from a budget, up to a combined annual amount of €1 (one) million;

• l. Manage and coordinate all of the company's operating and business support areas, including but not limited to Human Resources, Finance and Administration, Marketing and Communication, Information Systems, Legal, Organizational Development and Investor Relations, excluding internal auditing boards if/when they exist;

• m. Recruit and dismiss employees, define human resources and occupational health and safety policies, define and implement plans for training, career levels, categories, remuneration terms/conditions and other bonuses or salary supplements;

• n. Perform standard activities involving powers as an employer, including but not limited to disciplinary authority and the application of legally admissible employee penalties;

• o. Order/determine the presentation, negotiation and contracting of any supplies of goods and/or services by Novabase and/or its affiliates within the scope of their corporate purpose, individually up to €20 (twenty) million and/or (i) without a binding obligation of any kind exceeding 15 years; (ii) without terms/ conditions deemed of considerable financial, legal and/or commercial risk, attributable to Novabase's managing directors, by those in the organization responsible for monitoring or otherwise assisting in the control of this risk;

• p. Contract goods and services of any kind and by any means, as needed to pursue the corporate purpose, up to the amount of €1 (one) million per transaction, or in any amount with the prior approval of Novabase's Board of Directors or associated with the transactions referred to in o);

• q. Take part in incorporated joint ventures and European Economic Interest Groupings, enter into consortium and equity partnership agreements, and establish or take part in any other forms of temporary or permanent association between companies and/or private or public entities, except when their purpose is to participate in projects whose anticipated turnover for the company exceeds €20 (twenty) million;

• r. Represent the company in and out of court, as plaintiff or defendant, including the instituting, contesting and lodging of appeals in any legal or arbitration proceedings, as well as confessing, withdrawing from or coming to terms in any proceedings and engagement in arbitration. The managing directors have furnished information on any proceedings involving the company whose amount is equal to or exceeds €1 (one) million;

• s. Appoint representatives to perform specific acts or categories of acts, defining the scope of their respective powers.

Notwithstanding the above, it has also been determined that decisions within the scope of Novabase's dayto-day management of more than €5 (five) million in value may only be made by mutual agreement of the managing directors.

On this same date, the Board of Directors decided to grant, pursuant to and for the purposes of article 407, paragraph 1 of the Commercial Companies Code, the following special responsibilities to director Francisco Paulo Figueiredo Morais Antunes:

• 1. Responsibility for the area of logistics, with specific powers to perform all the actions required or convenient in matters related to the company's logistics area, which includes the management of buildings and other logistical processes for the company to comply with its obligations in this domain, and to develop this area of the company, including but not limited to:
  • 1.1. In general, representing the company before third parties in any acts, agreements or legal negotiations with third parties related to the company's logistics area;
  • 1.2. Negotiating, drawing up, signing, entering into, renewing, amending and terminating service contracts and/or agreements, and other agreements and contracts of any kind, related to the company's logistics area, including contracts for the supply of goods, provision of outside services, leasing agreements and service provision agreements, although only proceeding to act after and pursuant to a decision approved by the company's Board of Directors whenever involving the contracting of goods or services in amounts exceeding €250k (two hundred and fifty thousand euros), and to transact against them as deemed appropriate by the director with special responsibilities, with the authority to lodge claims, collect any amounts due and sign public and/ or private documents of any kind to ensure the validity, enforceability and implementation of the agreements signed;
  • 1.3. Entering into any other agreements, contracts and transactions of a commercial or corporate nature, as appropriate to carrying out the company's logistical activities, whether with third parties, group companies or associated companies, and signing public and/or private documents of any kind to ensure the validity, enforceability and implementation of the agreements signed, with complete authorization to negotiate the terms and conditions of these agreements, regardless of the category, and to modify or terminate these contractual relationships of a commercial or corporate nature.
• 1. Being responsible for the area of finance, taxes and taxation, with specific powers to perform all the actions required or convenient to fulfil the company's obligations in this domain, including the areas of planning and management control, financial reporting, corporate finance issues, financial and cash transactions, financial management and collections, as well as matters involving taxation, including for this purpose, but not limited to, the following powers:
  • 2.1. Requesting and formalizing the provision of guarantees and obligations with banks, savings banks and other credit institutions, so as to ensure compliance with obligations assumed by the company as a result of transactions related to its business; signing agreements for loans, credit and borrowing in general (both with credit institutions as well as with other entities from the same group, whether domestic or foreign), including real estate development loans, and guaranteeing them with any type of guarantees, credits, bills, promissory notes or other securities, movable or immovable property;

• 2.2. Taking out any types of deposits and assuming any obligations for all purposes, with legal or natural persons, including banks, Banco de Portugal, the State, regional and municipal bodies and authorities or courts of any kind, withdrawing or cancelling these deposits and guarantees, partially or in whole, and collecting principal and interest;

• 2.3. Purchasing, modifying, terminating or settling insurance policies of any kind, as well as transacting against them as deemed convenient by the director with special responsibilities, with the ability to lodge claims and receive compensation from the insurer;

• 2.4. Claiming and collecting, as permitted by law, amounts due to the company, including credits and deposits with the State, its agencies or others, entities and institutions of the State and bodies dependent on the State, signing and issuing the respective proof of payment;

• 2.5. Accepting, from debtors, movable and immovable property delivered for the payment of debts or a part thereof, and assessing this property; taking the judicial and extrajudicial measures deemed necessary or appropriate in relation to property from debtors, with a view to defending the rights and interests of the company;

• 2.6. Paying and settling any credits, interest, amounts and, in general, any sums due from the company for any reason related to, among others, operating costs or expenses, amounts due for the operation, repair and maintenance of assets held by the company, amounts payable to suppliers and other operating expenses involving the day-to-day running of the company or the assets in its possession, requesting receipts for acquaintance and proof of payment in relation to any amounts paid;

• 2.7. Opening, supervising, using, maintaining and closing any bank accounts and passbook accounts, whether current accounts, term accounts, securities accounts, credit accounts or others, having access to the amounts and securities deposited in these accounts and, to this end, requesting bank transfers; initiating bank transactions and agreements with any type of banking, credit, discount, financial or private banking institutions;

• 2.8. Issuing, accepting, collecting, paying, endorsing, protesting, discounting, pledging, guaranteeing and negotiating bills of exchange, promissory notes, cheques, payment orders and other bank drafts or documents of exchange. Implementing and establishing the conditions for endorsements and discounts in receipts, in negotiable instruments of any other kind and in orders and payment orders in the treasuries of the State, banks, deposit banks and other entities in which it has securities, bills, cash or any type of asset;

• 2.9. Depositing, withdrawing, transferring or domiciling and determining payments to or from the accounts of the company, signing cheques, payment orders and/or any documents considered necessary, as well as operating the accounts through the online banking service of the banking entity;

• 2.10. Receiving notices, letters and bank statements of the accounts, and having complete access to them by any means, either when requesting such information directly from the banking entity of the accounts in question, or through the online banking system, together with having the powers of viewing;

• 2.11. Negotiating the services and fees of the contracts of bank accounts;

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• 2.12. Representing the company, as appropriate, before the Tax and Customs Authority ("Tax Authority") and respective associated entities;

• 2.13. Signing and submitting, on behalf of the company, all tax returns required according to any national, regional or local tax authority, together with the respective settlement or acquittance before the Tax Authority; signing and submitting, on behalf of the company, any form, document or notice to Banco de Portugal or to the competent monetary authority, or to any other authority competent in matters involving foreign transactions; and signing, whether in agreement or in disagreement;

• 2.14. Representing the company before inspection bodies of the Tax Authority, as well as before regional and local offices, submitting documentation, appearing before any services of the Tax Authority, appealing and submitting any allegations or requisitions within the scope of tax inspections;

• 2.15. Signing, on behalf of the company, requisitions submitted with administrative authorities in accordance with the tax process and procedure, e.g. requisitions to respond to informational notices, together with any resources related to state, regional or local taxes, applied by the Tax Authority through any office;

• 2.16. In general, monitoring inspection processes in progress or brought in the future against the company, with the ability, in this regard, to (1) take all the measures deemed necessary or convenient to proceed with the various processes of claims or contestation of corporate income tax settlements by the Tax Authority which are underway with the competent authorities, making efforts to submit or reinforce bank guarantees aimed at securing the payment of tax amounts settled and subject to contestation; (2) carry out all acts that may become necessary in relation to proceedings brought by the Tax Authority following inspection activities in progress or which may be initiated with the company; (3) representing the company before any public or private entities; (4) hiring service providers, legal or financial advisers and/or experts for the company that may be necessary in this regard;

• 2.17. Making, submitting, accepting, refusing and authorizing collections, payments and settlements of any type of taxes, fees and charges before any competent person or entity, including by electronic means. Making guarantees and accepting or contesting fees, taxes or specific tariffs for this purpose. Requesting deferrals or payments in instalments. Making collections;

• 2.18. Requesting, managing, obtaining, accepting, acquiring, granting and renouncing concessions, benefits, subsidies, exemptions, discounts and deductions of any kind, as well as requesting any special tax scheme that may apply; establishing or accepting their terms and conditions, and doing everything needed to ensure their respective implementation, compliance, use and fruition;

• 2.19. Hiring service providers, legal or financial advisers and/or experts for the company in the areas of finance, law, taxation and strategic consultancy, as necessary in this context, with up to €250k (two hundred and fifty thousand euros) in total remuneration; and

• 2.20. Establishing, in representation of the company, and notwithstanding the powers of the company's Audit Board under the law and the company's articles of association, whose legally certified copy has been submitted by the parties and returned, the relationship with the company's external auditors, as needed to monitor auditing services.

• 1. Responsibility for the legal area, with specific powers to perform all the actions required or convenient in matters related to the company's legal area, including but not limited to:
  • 3.1. Appearing and representing the company in court, before any tribunal, in any proceedings, and ratifying the respective taking of positions, both in the declarative and pre-trial phases, as well as in enforcement, interlocutory, reconciliation or voluntary jurisdiction acts, and finally in any ordinary and extraordinary appeals. Furthermore and specifically, special powers to make admissions, withdraw or compromise, draw up agreements, enter into, assume and sign commitments and terminate, settle, submit to arbitration and be part of the arbitration agreement, and make any statements that may suspend the proceedings by means of extrajudicial negotiation or as a result of a subsequent change of purpose, as well as all those in which the above-mentioned special powers may be deemed necessary;
  • 3.2. Hiring service providers and legal advisers and/or experts for the company that may be needed in this regard, with up to €250k (two hundred and fifty thousand euros) in total remuneration;
  • 3.3. Granting general and special powers to attorneys and legal representatives, delegating any powers considered appropriate to better defend the company's interests, including the proposition/ submission of actions, claims and criminal complaints, and their revocation, as appropriate; and

3.4. Providing any statements or signing any public and/or private document needed to meet applicable requirements involving regulations to fight money laundering.

The above powers may be exercised individually by the director with special responsibilities, provided that the individual transaction amount does not exceed €250,000 (two hundred and fifty thousand euros) or its equivalent in another currency.

Also on this same date, the Board of Directors decided to grant, pursuant to and for the purposes of article 407, paragraph 1 of the Commercial Companies Code, the following special responsibilities to Director María del Carmen Gil Marín:

a) Responsibility for the business area related to Novabase Capital, with this director in charge of running and coordinating the business of Novabase Capital, Sociedade de Capital de Risco, S.A., a company fully owned by Novabase;

b) Responsibility for the area of investor relations, assuming, for all legal purposes, namely with the Portuguese Securities Market Commission (CMVM), the position of Novabase representative for market relations, with this director in charge of supervising, overseeing and ensuring, with the degree of action deemed necessary or sufficient, Novabase's fulfilment of its duties arising from the fact that the shares representing its share capital are listed for trading on the Euronext Lisbon regulated market, namely the duties of disclosing information to the market and to the CMVM, as the supervisory authority;

c) Responsibility for the area of marketing and communication, with this director in charge of running and coordinating all matters related to Novabase's areas of marketing and communication;

d) Responsibility for the area of information technologies (IT), with this director in charge of running and coordinating all matters related to Novabase's area of information technologies.

Directors with special responsibilities are required to keep the Board of Directors informed at all times of the acts carried out in fulfilling these special responsibilities, and must submit a summary of these acts, whenever justified, at each Board of Directors meeting, together with furnishing information to the members of the Board of Directors whenever requested.

The non-executive directors are in charge of overseeing the activities of the managing directors, and for any damages caused by the acts or omissions of the committee or its members when, being aware of such existing or intended acts or omissions, they fail to notify the Board of Directors to take the necessary measures. In addition to the power of submitting matters for the Board of Directors' assessment and decision, and with a view to fully carrying out their monitoring and oversight duties with regard to Novabase's business, neither non-executive directors nor managing directors may raise specific issues regarding delegated matters directly with executive directors.

In the same manner, the directors who have been granted the above special responsibilities must keep Novabase's Board of Directors informed at all times of the acts carried out in fulfilling these special responsibilities, and must submit a summary of these acts, whenever justified, at each meeting of the Board of Directors, together with furnishing information to the members of the Board of Directors whenever requested.

In view of the above, no powers were delegated in 2025 involving matters where the Board of Directors must ensure that the company acts in accordance with its objectives, namely: i) definition of the company's strategy and general policies; ii) definition of the corporate structure of the Group; iii) decisions taken that are considered to be strategic due to the amounts, risk and particular characteristics involved.

b) Operation

Under the terms of Novabase's articles of association, the Board of Directors shall meet whenever called by its Chairperson or by two other directors. It must meet at least once per quarter.

The Board of Directors cannot function without a majority of its active members present. Under urgent circumstances, the Chairperson may waive this majority when it can be achieved via postal or proxy voting to another member of management.

One or more members of the board may participate via telematic means, when duly recorded in the minutes. In this case, members of management attending remotely via telematic means are considered present at the meeting.

Except when a qualified majority is required by law, the decisions of the Board of Directors are made by simple majority. The Chairperson of the Board of Directors has the casting vote in the event of a tie.

Pursuant to the Board of Directors' regulations, its Chairperson is also responsible for: a) coordinating the Board of Directors' work; b) calling and running the Board of Directors' meetings, ensuring that their minutes are drawn up; c) making casting votes; and d) ensuring the execution of decisions made.

Detailed minutes are drawn up for the meetings of Novabase's Board of Directors, pursuant to article 9 of the Board of Directors' internal regulations.

Pursuant to recommendation IV.2.1. of the Portuguese Corporate Governance Institute (IPCG) Corporate Governance Code (2018, revised in 2023), notwithstanding the legal functions of the Chairperson of the Board of Directors, if the Chairperson is not independent, the independent directors must designate a coordinator (lead independent director) from among themselves for the following purposes: (i) serving, whenever necessary, as a spokesperson with the Chairperson of the Board of Directors and the other directors, (ii) ensuring that they have the necessary means and conditions to perform their duties; and (iii) coordinating them in assessing the performance by the managing board, as provided for in recommendation V.1.1. of the above Governance Code.

In view of Novabase's corporate organizational model, which has several levels of internal control, the company does not believe that independent directors are necessary, as further explained in point 18. The designation of a lead independent director per this recommendation is therefore not possible.

With regard to the option of designating a lead non-executive director (in the absence of independent directors), in view of the company's size, the Board of Directors (comprised of nine directors) and the number of non-executive directors (seven), Novabase does not believe this position is necessary.

In fact, given Novabase's agile and flexible structure since 2015, the non-executive directors have adequately coordinated their duties with no need for formal meetings called and run by one of these directors.

Pursuant to the Novabase Board of Directors' internal regulations, members of the Board of Directors may not vote on issues where they have a conflict of interest with Novabase, whether directly or through third parties.

While being obliged to inform the Chairperson of the Board of Directors about the conflict of interest, the board member in question may participate in the meeting where the issue will be discussed, but without the ability to vote.

Unless decided otherwise, this member may be asked to give an opinion, but without the ability to vote, and must provide all information and clarifications requested in this regard by the Board of Directors and/ or its members. Pursuant to the Board of Directors' internal regulations, directors may obtain information deemed necessary or convenient for the performance of their functions, powers and duties, via request to the Chairperson of the Board of Directors. Directors shall also be ensured access to the company's employees, as necessary, to assess Novabase's performance, status and future prospects.

Managing directors must provide, in a timely and suitable fashion, any information requested by the Board of Directors and/or Audit Board so that they may assess Novabase's performance, status and future prospects.

In 2025, all the information requested by the various corporate boards was supplied by Novabase's managing directors in a timely and suitable fashion. Similarly in 2025, the directors with special responsibilities kept the Board of Directors informed at all times of the acts carried out in fulfilling these special responsibilities, and provided information on these matters to the members of this board whenever requested.

22. Existence and location of operating regulations, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors.

The regulations of the Board of Directors are available at Novabase's website

23. Number of meetings held and attendance of each member, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors.

Board of Directors
Number of meetings: 101
Member	Attendance (%)
Luís Paulo Cardoso Salvado	100
Álvaro José da Silva Ferreira	100
Francisco Paulo Figueiredo Morais Antunes	100
María del Carmen Gil Marín	100
José Afonso Oom Ferreira de Sousa	100
Pedro Miguel Quinteiro Marques de Carvalho	100
Benito Vázquez Blanco	100
Madalena Paz Ferreira Perestrelo de Oliveira	100
Rita Wrem Viana Branquinho Lobo Carvalho Rosado	100

1 Two meetings by document circulation and one unanimous written decision

24. The corporate bodies responsible for assessing the performance of executive members.

The activities of the managing directors are monitored continuously by the Board of Directors on the whole and, specifically, by the non-executive directors, through the provision of information on the company's business as needed to monitor its day-to-day running. This monitoring of the managing directors by non-executive members was a practice already in place prior to the publication of corporate governance recommendations on the existence of specific evaluation committees, and continues to be an actual practice employed by Novabase.

Furthermore, in a meeting dated 22 May 2024, the Board of Directors approved new internal regulations for this board reflecting the recommendations of the IPCG Corporate Governance Code (2018, revised in 2023) in this regard.

Pursuant to article 10 of these regulations, to allow non-executive directors to carry out their duties of monitoring and overseeing Novabase's business, in addition to their ability to submit matters to the Board of Directors for assessment and decision, they may also, individually or jointly, request that members of the Executive Committee or the managing directors provide meeting minutes, support documentation for decisions made, meeting notices and access to meeting archives, requesting such information through the Chairperson of the Board of Directors and/or Chairperson of the Executive Committee, who must respond to the request in a timely and suitable fashion.

On 31 December 2025, the non-executive members of the Board of Directors were Francisco Paulo Figueiredo Morais Antunes, María del Carmen Gil Marín, José Afonso Oom Ferreira de Sousa, Pedro Miguel Quinteiro de Marques Carvalho, Benito Vázquez Blanco, Madalena Paz Ferreira Perestrelo de Oliveira and Rita Wrem Viana Branquinho Lobo Carvalho Rosado.

Furthermore, in accordance with recommendation VI.1.1. of the IPCG Corporate Governance Code (2018, revised in 2023), the Board of Directors conducts an annual assessment of its performance and the performance of the managing directors or Executive Committee, as applicable, bearing in mind fulfilment of the company's strategic plan and budget, risk management, internal operation and each member's contribution in this regard, together with relationships between the company's boards and committees.

Along these lines, each year, the Board of Directors approves the following in a meeting in reference to the previous financial year: (i) performance assessment of the Board of Directors on the whole during the financial year in question, using a self-assessment process for this purpose based on the evaluation parameters in the above paragraph, with all members of the Board of Directors participating and voting in the decision to approve this assessment, and (ii) performance assessment of the managing directors or Executive Committee, as applicable, in the previous financial year, based on the same evaluation parameters and other relevant parameters considering the executive functions of this board, with only the non-executive members of the Board of Directors participating and voting in the decision to approve this assessment.

The overall performance assessment of the Board of Directors and managing directors in the 2025 financial year was approved by Novabase's Board of Directors on 12 February 2026. In addition, the Remuneration Committee is responsible for assessing the performance of the managing directors and the directors with special responsibilities, namely for the purposes of applying the evaluation criteria described in point 25 below, together with that of the remaining non-executive directors.

Novabase's Board of Directors also ensures that the individual performance evaluations of each member of management are notified to the Remuneration Committee.

25. The pre-established criteria for assessing the performance of executive members.

The performance assessment of members of the Board of Directors (including managing directors) takes into account the organization's performance in the year in question, measured for example by growth in turnover and total shareholder return, and is aimed at correlating the remuneration's variable cash component with the responsibility and performance of each director in particular (as stated in the policy in point 69 of this report).

More information on the evaluation parameters and assessment process of Novabase's directors can be found in point 24.

26. Availability of each member, as applicable, of the Board of Directors, General and Supervisory Board and Executive Board of Directors, indicating positions held simultaneously at other companies, both in and outside of the group, and other relevant activities performed by the members of these boards over the year.

Director(availability)	Group companies	Other companies and activities
Luís Paulo Cardoso Salvado(Full time)	•Director of the following companies:•Chairperson of the Board ofDirectors of Celfocus, S.A.•Chairperson of the Board ofDirectors of Novabase Consulting,S.G.P.S., S.A.•Chairperson of the Board ofDirectors of Novabase Capital –SCR, S.A.•Chairperson of the Board ofDirectors of Novabase BusinessSolutions, S.A.•Chairperson of the Board ofDirectors of Novabase EnterpriseApplications, S.A.•Member of the Board of Directors ofNovabase IMS2, S.A.	•Director of HNB – S.G.P.S., S.A.•Managing partner of Turtlewalk,Unipessoal, Lda.

Director(availability)	Group companies	Other companies and activities
Álvaro José da Silva Ferreira(Full time)	•Director of the following companies:•Member of the Board of Directors ofCelfocus, S.A.•Chairperson of the Board ofDirectors of NBASIT, S.A.•Chairperson of the Board ofDirectors of Novabase IMS2, S.A.•Chairperson of the Board ofDirectors of Equipa Frutuosa, S.A.•Chairperson of the Board ofDirectors of Rota Virtuosa, S.A.•Novabase Consulting, S.G.P.S., S.A.•Novabase Business Solutions, S.A.•Novabase Enterprise Applications,S.A.•Novabase Capital, S.C.R., S.A.•Novabase Middle East•Celfocus GmbH•Celfocus KSA•Manager of the following company:•Binómio, Lda.	•Director of HNB – S.G.P.S., S.A.•Managing partner of PragmaticProton, Unipessoal, Lda.
Francisco Paulo Figueiredo MoraisAntunes(Full time)	•Director of the following companies:•Novabase Consulting S.G.P.S., S.A.•Novabase Business Solutions, S.A.•Novabase Enterprise Aplications, S.A.•Celfocus, S.A.•Novabase IMS2, S.A.•Novabase Capital, SCR S.A.•Celfocus LTD•Celfocus B.V.•Celfocus GmbH•Equipa Frutuosa, S.A.•Rota Virtuosa, S.A.•Novabase Middle East•Manager of the following company:•Binómio, Lda.	•Manager of Cosmostock, Unip, Lda
María del Carmen Gil Marín(Part time)	•Chairperson of the General Meetingof Shareholders of the followingNovabase Group companies:•GLOBALEDA – Telecomunicações eSistemas de Informação, S.A.•Director of the following companies:•Novabase S.G.P.S., S.A.•Celfocus, S.A.	•Independent non-executive director ofthe postal service (CTT) and member ofthe Auditing Committee•Independent non-executive director ofCaixa Geral de Depósitos and memberof the Auditing Committee and ofthe Evaluation, Appointments andRemuneration Committee•Independent non-executive directorof Santalucia and member of theAppointments and RemunerationCommittee and the Auditing, Risk andSustainability Committee

Director(availability)	Group companies	Other companies and activities
José Afonso Oom Ferreira de Sousa(Part time)	•Chairperson of the General Meetingof Shareholders of the followingcompanies:•Novabase IMS2, S.A.	•Director of HNB – S.G.P.S., S.A.•Director of Fundação Maria DiasFerreira•Director of PROMANUSS –Investimentos e Consultadoria, S.A.•Director of Xistroban, S.A.•Chairperson of the Audit Board ofClube Olímpico de Oeiras.•Director of JHR – SGPS, Lda.
Pedro Miguel Quinteiro Marquesde Carvalho(Part time)	•Chairperson of the General Meetingof Shareholders of the followingcompanies:•Novabase Consulting•S.G.P.S., S.A.•Novabase Business Solutions, S.A.•Novabase Capital, S.C.R., S.A.•Novabase Enterprise Applications,S.A.•Celfocus, S.A.	•No activities at other companies outsidethe Group.
Benito Vázquez Blanco(Part time)	•No activities at other NOVABASEGroup companies	•Co-CEO of BKOOL (softwaresimulation platform for indoor cyclingand spinning)•Independent director of the followingBoards of Directors:•Mapfre Iberia•Mapfre Vida•Mapfre Internacional•Luckia Gaming Group•Member of the following AdvisoryCommittees:•Mapfre CATIT (Advisory Committeefor Transformation, Innovation andTechnology)•Jones Lang Lasalle (JLL) España S.A.•SCL•Escuela Técnica Superior Ingenierosde Telecomunicación (UniversidadPolitécnica de Madrid)•Information Processing andTelecommunications Centre(Universidad Politécnica de Madrid)•ICAI (Universidad Pontificia deComillas)
Madalena Paz Ferreira Perestrelode Oliveira(Part time)	•No activities at other NOVABASEGroup companies	•Assistant Professor at the University ofLisbon School of Law•Consultant in the areas of banking,finance and corporate, M&A at PLMJ,Sociedade de Advogados, RL•Researcher at the Private Law ResearchCentre (CIDP) of the University of LisbonSchool of Law

Director(availability)	Group companies	Other companies and activities
Rita Wrem Viana Branquinho LoboCarvalho Rosado(Part time)	•Secretary of the General Meeting ofShareholders of the Novabase Groupcompanies:•Novabase Consulting, S.G.P.S., S.A.•Novabase Business Solutions, S.A.•Novabase Enterprise Applications, S.A.•Celfocus, S.A.•Novabase IMS2, S.A.•Novabase Capital, S.C.R., S.A.•Head of Legal at the Grupo Novabase	•No activities at other companiesoutside the Group.

c) Committees within the managing or supervisory board and managing directors

27. Committees created within, as applicable, the Board of Directors, General and Supervisory Board and Executive Board of Directors, and location of operating regulations.

As stated in point 15 of this report, in view of the mounting challenges of internationalization and competition revolving around Novabase's business, the corporate governance system in place at the company needed to be brought up to date by simplifying and streamlining company bodies and procedures, so as to tailor existing solutions to the company's size and specific circumstances.

No other committees have currently been created within the company's Board of Directors, namely (i) to assess the performance of the executive directors and Board of Directors, and (ii) to reflect and act on issues involving corporate governance.

With regard to evaluating the management, it should be noted that the Board of Directors annually assesses its own performance, together with the performance of the managing directors or Executive Committee, as applicable, also ensuring that the individual performance evaluations of each member of the management are notified to the Remuneration Committee.

The activities of the managing directors are also monitored continuously by the Board of Directors on the whole and, specifically, by the non-executive directors, through the provision of information on the company's business as needed to monitor its day-to-day running. This monitoring of the managing directors or of the Executive Committee, as applicable, by non-executive directors was a practice already in place prior to the publication of corporate governance recommendations on the existence of specific evaluation committees, and continues to be an actual practice employed by Novabase.

In addition, the Remuneration Committee is responsible for assessing the performance of the managing directors and the directors with special responsibilities, namely for the purposes of applying the evaluation criteria described in point 25.

More information on the annual evaluation process of Novabase's Board of Directors can be found in point 24 of this report.

Along these lines, given the relatively low complexity of the current corporate governance structure, maintaining or reintroducing a specific committee to reflect on issues involving corporate governance or appointments seems unnecessary, since the company is assisted by outside consultants in this regard. Note that Novabase's governance model is assessed regularly by the Board of Directors in terms of its suitability and performance, to help optimize its performance in closer alignment with the interests of all stakeholders.

28. Composition, if applicable, of the executive committee and/or identification of managing director(s)

On 31 December 2025, the managing directors were:

Luís Paulo Cardoso Salvado

Álvaro José da Silva Ferreira

29. Powers of each of the committees created, and summary of activities carried out in exercising these powers.

As stated in point 27 of this report, no committees have been created within the company's Board of Directors, with the day-to-day running of the company delegated to two managing directors and two directors with special responsibilities.

The business activities for 2025 are summarized below:

Against a backdrop of high volatility, Novabase accelerated its business transformation, reducing its exposure to less differentiated activities and consolidating its focus on higher value-added offerings. The 2025 results bear out the effectiveness of this repositioning: despite a 7% decline in turnover, the EBITDA was up 16% and the net profit from continuing operations almost doubled, with the Next-Gen segment's EBITDA margin hitting an all-time record of 15.2%.

The net cash position stood at €31 million, highlighting the strength of the balance sheet and supporting the proposed shareholder dividend of €0.40 per share.

The total shareholder return was 71%, clearly outperforming the main benchmark indices, and since 2019 the cumulative return has reached 667%, reflecting consistent execution and sustained value creation.

Geographically speaking, Europe has established itself as the main driver of growth, fuelled by AI-based operational transformation projects, while the Middle East has been affected by exchange rate and geopolitical factors. The Next-Gen Intelligence strategy has evolved into an integrated operational platform combining data, artificial intelligence and deployment capabilities to transform critical customer processes.

Novabase is kicking off 2026 with a more focused, scalable and profit-driven model, positioned to capitalize on opportunities presented by the AI-driven transformation cycle.

III. SUPERVISION

a) Composition

30. Identification of supervisory body (Audit Board, Auditing Committee or General and Supervisory Board) in the model adopted.

Novabase has adopted a reinforced Latin corporate governance model, which includes an Audit Board and Statutory Auditor.

31. Composition, as applicable, of the Audit Board, Auditing Committee, General and Supervisory Board or Financial Matters Committee, stating the minimum and maximum number of members, term of office, number of full members, inauguration date and end date of each member's term of office, in accordance with the articles of association (reference may be made to the point where this information is already found in the report per no. 18).

Article 8 of the company's articles of association states that members of the Audit Board are elected by the General Meeting of Shareholders for three-year terms, subject to re-election one or more times and that, at the end of their terms of office, they shall keep their positions until the appointment of new members.

Novabase's articles of association further establish that the supervision of the company shall be the responsibility of an Audit Board, elected by the General Meeting of Shareholders and comprising at least three full members, one of whom shall be its Chairperson, with at least one substitute.

At least one member of the Audit Board must have a higher education degree suited to his/her duties, as well as knowledge of auditing or accounting. The Audit Board's remaining members may be law firms, statutory auditing firms or shareholders, in the latter case individuals with full legal capacity, and with qualifications and professional experience suited to his/her duties. On the whole, the Audit Board's members must have prior experience and training in Novabase's business sector.

Full Member	Inauguration date	End of term of office
Álvaro José Barrigas do Nascimento	10-05-2018	31-12-2026
Fátima do Rosário Piteira PatinhaFarinha	29-04-2015	31-12-2026
João Luís Correia Duque	25-05-2021	31-12-2026

The Audit Board had the following composition on 31 December 2025:

32. Identification, as applicable, of the members of the Audit Board, Auditing Committee, General and Supervisory Board or Financial Matters Committee considered to be independent under the terms of articles 414, paragraph 5 of the Commercial Companies Code (reference may be made to the point where this information is already found in the report per no. 19).

Full Member of the Audit Board	Independent1
Álvaro José Barrigas do Nascimento	Yes
Fátima do Rosário Piteira Patinha Farinha	Yes
João Luís Correia Duque	Yes

1 Pursuant to article 414, paragraph 5 of the Commercial Companies Code. In 2025, all members of the Audit Board were in compliance with the incompatibility rules of article 414-A, paragraph 1 of the Commercial Companies Code, together with the requirements for independence under Law no. 148/2015 of 9 September, since all of this board's members, including the Chairperson, are independent in accordance with article 414, paragraph 5 of the Commercial Companies Code.

In addition, the Chairperson and other members of the Audit Board are adequately capable of carrying out their duties, as demonstrated by the background information in the following point.

In this way, in view of Novabase's comparative size, the complexity of its business risks and the independence of all members of its Audit Board, Novabase believes that the number of Audit Board members effectively ensures the functions entrusted to it.

33. Professional qualifications, as applicable, of the members of the Audit Board, Auditing Committee, General and Supervisory Board or Financial Matters Committee, and other relevant background information (reference may be made to the point where this information is already found in the report per no. 21).

Audit Board
Full Member	Professional Qualifications	Work experience
Álvaro José Barrigas do Nascimento	•PhD in Banking and Finance CassBusiness School, City University London, United Kingdom•Master of Science in InternationalTrade and Finance•The Management School, LancasterUniversity Lancaster, UnitedKingdom•Graduate in Economics, Porto Schoolof Economics Porto, Portugal•Graduate in Company Organizationand Management from InstitutoSuperior de Economia e Gestão•Registered in the PortugueseStatutory Auditors' Association	•Full Professor/ Dean of FernandoPessoa University (since 2023)•Associate Professor in Economicsand Finance – Católica PortoBusiness School – UniversidadeCatólica Portuguesa (1991-2022)•Independent NORS director (since2020)•Chairperson of the Audit and FinanceCommittee of Sonae MC (2018-2020)•Member of the Audit Board of Unicer•Manager of the BusinessAdministrator Forum (FAE) (since2019)•Chairperson of the AdvisoryCommittee of ERSAR (2019-2023)•Manager of the Católica PortoBusiness School (2008-2013)•Chairperson of the Board of Directorsof CGD (2011-2013)•Member of management, CatólicaLuanda Business School (since 2020)•Chairperson of the Audit Board ofBanco Carregosa (2017-2018)•Independent director of Euronext(2016-2018)•Manager of the Portuguese CorporateGovernance Institute (2013-2019)•Manager of the Commercial

Association of Porto (2013-2017) • Advisor to the Minister of Education of the XIV Constitutional Government (2002)

Full Member	Professional Qualifications	Work experience
Fátima do Rosário Piteira PatinhaFarinha	•Graduate in Company Organizationand Management from ISEG -Lisbon School of Economics andManagement•Registered in the PortugueseStatutory Auditors' Association	•Business Controller Head at JAPRAC•Manager of Third-Party Unit of JAPGroup (2020-2023)•Financial Director of Grupo Entrepostoautomobile retail (2010-2020)•Assistant Financial Director ofEntreposto Group (2002-2010);•Financial Director of Novabase CapitalS.C.R., S.A. (2000- 2002);•Financial Director of NovabaseSistemas de Informação e Bases deDados S.A. (1991- 2000).
João Luís Correia Duque	•Doctorate in BusinessAdministration from the Universityof Manchester•Graduate in Company Organizationand Management from Universityof Lisbon	•Chairperson of the ISEG – LisbonSchool of Economics and Management•Chairperson of the Board of Directorsof Taguspark, S.A.•Non-executive Director of Novabase –S.G.P.S., S.A.•Non-executive Director of Sogevinus –S.G.P.S., S.A.•Member of the management ofthe Portuguese Financial AnalystsFoundation (APAF)•Chairperson of the Board of Directorsof Novabase Capital S.C.R., S.A.•Member the Audit Board of Sagres– Sociedade de Titularização deCréditos, S.A.•Member the Audit Board of FGP –Federação de Ginástica de Portugal•Member of the Advisory Committee ofIGCP•Chairperson of the Scientific Board ofAPOTEC – Associação dos TécnicosOficiais de Contabilidade•Director of the Studies Office ofthe Portuguese Securities MarketCommission (CMVM)•Consultant of CMC – Angola CapitalMarkets Commission•Member of the Advisory Committee ofBCSD Portugal – Business Council forSustainable Development•Member of the General andSupervisory Board of Caixa Central deCrédito Agrícola Mútuo•Member of the PSI Steering Committeeof Euronext Lisbon, S.A.

b) Operation

The Audit Board is responsible for overseeing Novabase's management and ensuring compliance with the law and memorandum of association.

In performing its duties, Novabase's Audit Board is responsible for the following:

• a) Propose, at the General Meeting of Shareholders, the appointment of the Statutory Auditor ("ROC") or Statutory Auditing Firm ("SROC"), pursuant to the law;

• b) Monitor the independence of the ROC/SROC, particularly with regard to the provision of additional services to Novabase or to companies in its group;

• c) Oversee the review of accounts and other company accounting documents;

• d) Prepare an annual report on its oversight activities, and issue an opinion on the Annual Report and Accounts and proposals submitted by management;

• e) Monitor the efficacy of the risk management system, internal control system and internal auditing system;

• f) Monitor the preparation and disclosure of financial information;

• g) Annually assess the Board of Directors' and Executive Committee's compliance with the budget;

• h) Take whatever decisions it deems necessary, informing the Chairperson of the Board of Directors and director in charge of Novabase's financial area, with respect to information about any irregular practices which it receives from shareholders, Novabase employees or others, to the department created specifically for this purpose;

• i) Issue a prior binding opinion on the type, scope and minimum individual or combined amount of business deals with related parties which (i) require the prior approval of the managing board; (ii) require the prior approval of the supervisory board due to their high value;

• j) Issue a prior opinion on business deals with related parties submitted by the managing board;

• k) Comply with other competencies and duties provided for by law and the memorandum of association.

In addition, since 31 March 2011, the company's supervisory board has performed duties involving preliminary assessments of the business deals to be carried out between the company and the owners of qualified holdings or entities related to them, pursuant to article 20 of the Securities Code. These functions are described in point 91 of this report.

Even so, in view of the entry into force of Law no. 50/2020 of 25 August during the 2020 financial year, which transposed into the Portuguese legal system Directive (EU) 2017/828 concerning shareholder rights in listed companies as regards shareholders' long-term engagement, having introduced articles 249-A and following (corresponding to current articles 29-S and following) to the Securities Code providing for a scheme for transactions with related parties, an internal procedure was established at Novabase in 2021 for verifying and approving transactions with related parties, with the involvement of the Board of Directors and the Audit Board, pursuant to the law, which was approved by the Board of Directors with a prior favourable opinion of the Audit Board.

This regulation is further described in point 91 of this report, including the intervention and functions of the Audit Board in this regard, which among others include: (i) issuance of a prior opinion by the Audit Board in relation to certain transactions between the company and related parties subject to decision of the Board of Directors, (ii) the need for the Board of Directors to verify and notify the Audit Board, before the end of the month following the end of each quarter, of the amount and nature of transactions between Novabase and any related party performed in the previous quarter which were not subject to a specific decision by these boards pursuant to the regulations.

On 24 July 2024, the Audit Board approved new internal regulations, designed to incorporate legislative amendments applicable to this board that have since come into force.

In performing its duties regarding the preparation of financial information, the Audit Board is specifically responsible for:

• a) Fiscalizar a adequação do processo de preparação e de divulgação de informação financeira pelo Conselho de Administração da Novabase, incluindo a adequação das políticas contabilísticas, das estimativas, dos julgamentos, das divulgações relevantes e a sua aplicação consistente entre exercícios, de forma devidamente documentada e comunicada; e
• b) Certifying that the report disclosed on corporate governance practices and structure includes the items referred to in article 29-H of the Securities Code.

In addition, in performing its duties regarding the supervision of systems for risk management, internal control and internal auditing, the Audit Board is specifically responsible for:

• a) Evaluating the Board of Directors' risk management, implementing periodic control procedures and mechanisms to ensure that the risks actually taken by Novabase are consistent with the Board of Directors' goals;
• b) Issuing its opinion on the working plans and resources allocated to internal control areas, also receiving reports from these areas on matters involving the rendering of accounts, identifying or resolving conflicts of interest and the detection of potential irregularities.

Finally, in performing its duties regarding statutory and external auditing, the Audit Board is specifically responsible for:

• a) Ensuring an organized selection process for ROCs/SROCs to be proposed to the General Meeting of Shareholders, pursuant to applicable legislation. This selection must include the following:
  • (i) It must begin with a sufficient amount of lead time before the scheduled date of the Novabase General Meeting of Shareholders which will elect the ROC/SROC, so that the Audit Board may properly assess proposals received from applicants and select the ROCs/SROCs to be proposed at the meeting;
  • (ii) It must be open to various applicants during a specific period of time; the Audit Board shall select and invite a group of applicants prior to its established proposal submission period;
  • (iii) it must follow selection criteria of transparency, non-discrimination and impartiality; in analysing and appraising each proposal received, the Audit Board shall consider applicants' knowledge of the business sectors where Novabase and the Novabase Group's companies do business, together with their resources, capacities and financial standing.
• b) Selecting, in accordance with sub-paragraph a) above, the ROCs/SROCs to be proposed to the General Meeting of Shareholders for election and, as part of this proposal, recommending a preferred ROC/SROC on justified grounds, pursuant to the law;
• c) Verifying, monitoring and overseeing the independence of Novabase's ROC/SROC, namely by means of the following:
  • (i) Ensuring the receipt of information and communications pursuant to article 63 of the bylaws of the Portuguese Statutory Auditors' Association passed by Law no. 140/2015 of 7 September ("EOROC");
  • (ii) Properly evaluating the threats to the independence of the ROC/SROC, together with existing or future safeguarding measures, and discussing these issues with the ROC/SROC when deemed necessary;
  • (iii) Monitoring the services provided by the ROC/SROC, and ensuring that no services beyond auditing services ("prohibited services", listed in Annex I to the regulations) are provided, pursuant to article 77 of the EOROC;
  • (iv) Annually evaluating the work done by the ROC/SROC, including its independence and suitability to perform its duties, proposing to the General Meeting of Shareholders that it be dismissed, or that its service provision agreement be terminated, whenever there are justified grounds for this purpose;
  • (v) Implementing any other measures needed to ensure the independence of the ROC/SROC, pursuant to the law.
• d) Establishing adequate communication channels between Novabase (and specifically the Audit Board) and the ROC, namely by:
  • (i) Holding meetings if and when necessary between the ROC/SROC and Novabase's Audit Board and/or Board of Directors;
  • (ii) Serving as Novabase's main spokesperson with the ROC/SROC.

Note that, within the scope of the powers in d) above, and as the primary spokesperson of the company's statutory auditor, the Audit Board proposes the remuneration of Novabase's statutory auditor and lays the proper groundwork for the provision of services within the company.

The Audit Board's powers have also been reinforced with a view to properly evaluating the performance, status and future prospects of Novabase. The Audit Board's regulations state that it may request any information deemed necessary from the Executive Committee or Board of Directors, together with their meeting minutes, meeting notices, support documentation or access to the meeting archives.

The Audit Board's internal regulations also detail several general duties and responsibilities, such as participating in meetings of the Board of Directors, managing directors or Executive Committee, as applicable, in which the annual accounts will be assessed, and the General Meeting of Shareholders, together with maintaining confidentiality with regard to facts and information disclosed to Audit Board members while performing their duties, notwithstanding the legal obligation to report criminal acts constituting public crimes pursuant to article 422, paragraph 3 of the Commercial Companies Code.

The Audit Board held the compulsory number of meetings in 2025 as required by the articles of association, and made all examinations of the accounts deemed necessary to fulfil its obligations, having conducted analyses and made suggestions as considered appropriate.

The Audit Board holds ordinary meetings at least once per quarter, or whenever deemed necessary by its Chairperson or requested by one of its members. The Chairperson of the Audit Board is responsible for convening and running its meetings, and has a casting vote. Detailed minutes are drawn up for the meetings of Novabase's Audit Board, pursuant to article 6, paragraph 4 of its internal regulations.

The Audit Board's decisions are made with a majority of its active members present, by majority vote. Pursuant to the Audit Board's internal regulations, for votes in which a member of the board has a conflict of interests, the board member in question must notify the others and abstain from voting.

34. Existence and location of operating regulations, as applicable, of the members of the Audit Board, Auditing Committee, General and Supervisory Board or Financial Matters Committee (reference may be made to the point where this information is already found in the report per no. 24.

The regulations of the Audit Board are available at Novabase's website.

35. Number of meetings held and attendance at each meeting, as applicable, of the members of the Audit Board, Auditing Committee, General and Supervisory Board or Financial Matters Committee (reference may be made to the point where this information is already found in the report per no. 25).

Audit Board
Number of meetings: 5
Full Member	Attendance (%)
Álvaro José Barrigas do Nascimento	100
Fátima do Rosário Piteira Patinha Farinha	100
João Luís Correia Duque	100

36. Availability of each member, as applicable, of the Audit Board, Auditing Committee, General and Supervisory Board or Financial Matters Committee, indicating positions held simultaneously at other companies, both in and outside of the group, and other relevant activities performed by the members of these boards over the year (reference may be made to the point where this information is already found in the report per no. 26.

Audit Board
Full Member(availability)	Group companies	Other companies and activities
Álvaro José Barrigas do Nascimento(Part time)	•Chairperson of the Audit Board ofNovabase Capital, SCR, S.A.	•Dean of Fernando Pessoa University•Independent NORS director•Chairperson of the Audit Board of VallisPartners•Chairperson of the Audit Board ofStaples Portugal•Member of the Audit Board of Unicer•Manager of the Business AdministratorForum (FAE)
Fátima do Rosário Piteira PatinhaFarinha(Part time)	•Member of the Audit Board ofNovabase Capital S.C.R., S.A.	•Business Controller Head at JAPRAC
João Luís Correia Duque(Part time)	•No activities at other NOVABASEGroup companies.	•Chairperson of the ISEG – LisbonSchool of Economics and Management•Chairperson of the RemunerationCommittee of REN – Redes EnergéticasNacionais, S.G.P.S., S.A.•Member of the Auditing Committee ofthe European Investment Bank.

c) Powers and duties

37. Description of procedures and criteria applicable to the supervisory board's involvement in hiring the external auditor for additional services.

Pursuant to its internal regulations, the Audit Board is responsible for monitoring and overseeing the independence of Novabase's ROC/SROC and, in particular, monitoring the services it provides, ensuring that no services beyond auditing are provided. Services other than auditing are listed in the annex to the Audit Board's regulations, pursuant to applicable legislation.

In addition, a procedure is in place by which all of the various auditing services are subject to the prior approval of the Audit Board. The procedure includes the submission of a proposal by the Board of Directors to the Audit Board to use the external auditor for the services in question, accompanied by information justifying this. The Audit Board must then approve the use of the auditor before the respective agreement between the company and the approved external auditor is signed.

Among other aspects, the Audit Board's evaluation of the proposal submitted by the Board of Directors weighs up the auditor's guarantee of independence in fulfilling its professional obligations and the functional advantages in using the proposed external auditor.

Other functions of the supervisory boards and, if applicable, of the Financial Matters Committee.

The powers of the Audit Board are described in section III.b) of this report.

In addition to the duties of overseeing the auditing of the company's accounts and accounting documents and those involving the use of the external auditor for services, of particular note, among other aspects described in more detail in section III.b), are the duties performed within the scope of risk management and internal control systems, and the system for reporting irregularities.

IV. STATUTORY AUDITOR

39. Identification of the statutory auditor and partner statutory auditor representing it.

Statutory Auditor (ROC): The statutory auditor is responsible for examining the company's accounts (specifically, performing the duties laid out in article 420 (1) c), d), e) and f) of the Commercial Companies Code), together with supervisory duties involving the ongoing pursuit of the company's corporate purpose. On 31 December 2025, Novabase's acting statutory auditor was Ernst & Young Audit & Associados – SROC, S.A., represented by its partner Luís Miguel Gonçalves Rosado, and with Rui Abel Serra Martins as substitute statutory auditor.

40. Number of consecutive years that the statutory auditor has performed duties at the company and/or group.

The statutory auditor has performed auditing duties for Novabase (company and group) since 2024.

41. Description of other services provided by the statutory auditor to the company.

The Statutory Auditor is also the Novabase external auditor. Other services provided by the Statutory Auditor can be consulted in points 46 and 47 of this report.

V. EXTERNAL AUDITOR

42. Identification of external auditor designated for the purposes of article 8 and the partner statutory auditor representing it in fulfilling these duties, together with the respective CMVM registry number.

On 31 December 2025, Novabase's acting external auditor was Ernst & Young Audit & Associados – SROC, S.A., registered with the Portuguese Securities Market Commission ("CMVM") as auditor no. 20161480 and represented by Luís Miguel Gonçalves Rosado.

43. Number of years that the external auditor and the partner statutory auditor representing it in fulfilling these duties have performed these duties consecutively for the company and/or group.

The external auditor identified above has performed duties for Novabase (company and group) since 2024. The partner currently representing the external auditor and statutory auditor has performed duties for Novabase since 2024.

44. Policy and frequency for rotating the external auditor and partner statutory auditor representing it in fulfilling these duties.

Law no. 148/2015 of 9 September has mandatory auditing rules applicable to Novabase an "entity of public interest".

With regard to rotating the statutory auditor, external auditor and responsible partner, the company takes the maximum periods in the bylaws of the Statutory Auditors' Association into account

45. Board responsible for assessing the external auditor, and frequency of assessment.

The Audit Board is responsible for assessing the external auditor, which is done each year.

The external auditor's assessment includes verifying the implementation of remuneration policies and systems of the corporate boards, the efficiency and functioning of internal control mechanisms, and the reporting of any shortcomings to the company's supervisory board.

46. Identification of work other than auditing done by the external auditor for the company and/or companies controlled by it, internal procedures for approving the hiring of these services and reasons for doing so.

For the year ended 31 December 2025, the statutory auditing firm Ernst & Young Audit & Associados – SROC, S.A. and other entities belonging to the same network invoiced fees for the legal revision of the annual accounts and certification of the sustainability statement, as detailed below in point 47.

Pursuant to the regulations of the Audit Board, this supervisory board evaluates the independence of statutory auditors, namely with regard to the provision of additional services (beyond auditing) to Novabase or companies in its group, and supervises the work done by external auditors, taking CMVM recommendations into account in this regard.

47. Annual remuneration paid by the company, and/or by legal persons controlled by the company or part of its group, to the auditor and to other natural or legal persons belonging to the same network, with percentage breakdown for the following services (for the purposes of this information, the concept of "network" is that defined in European Commission Recommendation No C (2002) 1873, of 16 May):

	€ / %
By the company
Statutory auditing services (€)	21,000 / 15
Compliance assurance services (€)	35,000 / 26
Tax consulting services (€)
Services other than statutory auditing (€)
By entities belonging to the Group
Statutory auditing services (€)	81,500 / 59
Compliance assurance services (€)
Tax consulting services (€)
Services other than statutory auditing (€)

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C. INTERNAL ORGANIZATION

I. ARTICLES OF ASSOCIATION

48. Rules applicable to amendment of the company' s articles of association (article 29-H, paragraph 1, sub-paragraph h).

Constitutive quorum for the General Meeting of Shareholders

When amendments to the articles of association are under consideration, the General Meeting of Shareholders can only decide on first notice if shareholders having stock corresponding to at least one-third of the share capital are present or represented. This requirement does not apply on second notice, and the General Meeting of Shareholders can then decide on any matter, regardless of how many shareholders are present.

Deliberating quorum for the General Meeting of Shareholders

When amendments to the articles of association are under consideration, the General Meeting of Shareholders decides by a two-thirds majority of the votes cast.

However, should shareholders representing at least half the share capital be present or represented on second notice, the decision on amendments to the memorandum and articles of association can be taken by an absolute majority of votes cast, and a two-thirds majority is not required.

II. REPORTING OF IRREGULARITIES

49. Means and policy for reporting irregularities at the company.

Pursuant to article 3, paragraph 2 of its regulations, the Board of Directors is responsible for setting a policy for reporting irregularities in compliance with goals laid out in this regard by law, by applicable regulations or by the General Meeting of Shareholders.

With a view to fostering a culture of responsibility and compliance, Novabase has adopted, in accordance with applicable legal and regulatory provisions, a system for reporting irregularities (known as "SPI") that may occur within its Group.

The SPI was established to receive and handle reports of any irregularities that may occur within the Group's companies, pursuant to article 21 of the Securities Code, observing the principles of confidentiality and nonretaliation with regard to whistleblowers and third parties assisting or related to them.

The reporting of irregularities through the SPI is directed to the Chairperson of the Audit Board, with the Audit Board, designating the entity or person who will follow up on communications received ("Head of SPI").

The Chairperson of the Audit Board, the members of the Audit Board (in charge of receiving complaints) and the Head of SPI must act under criteria of independence, impartiality, confidentiality, data protection and secrecy, and ensure that there are no conflicts of interest.

Under the system implemented, whistleblowers have access to a direct and confidential channel for reporting to the Audit Board any potential irregularities occurring within the Novabase Group.

For these purposes, "irregularities" are defined as acts or omissions in the following domains: i) public procurement; ii) financial markets, products and services; iii) prevention of money laundering and terrorist financing; iv) protection of privacy and personal data, and network and information systems security; and v) prevention of corruption and related offences.

For the purposes of the SPI, "whistleblowers" are defined as the following natural persons who report, in good faith, an offence based on information obtained within the scope of their professional activities, even when the complaint is based on information obtained in a professional relationship that no longer exists: a) employees and members of the managing and supervisory boards of the Group's companies; b) service providers, contractors, subcontractors and suppliers of the Group, as well as any persons acting under their supervision and direction; c) shareholders of the Group's companies.

Employees of the Novabase Group are guaranteed that they will not be subject to any retaliation following the submission of a complaint in good faith, provided that they have serious grounds for believing that the information is true at the time.

The apparent irregularity must be reported, in a secure and strictly confidential manner, to the Chairperson of the Audit Board, using two different methods:

• through the Whistleblowing Platform available at https://novabase.myagir.pt/flex/portalDenuncia;
• by post in a letter addressed to the Chairperson of the Audit Board, marked "Confidential" and with a reference to the Novabase Group company concerned with regard to the complaint, to the address: Av. D. João II, n.º 34, Parque das Nações, 1998-031 Lisbon.

Following receipt of the complaint, the Head of SPI shall take the appropriate internal measures to verify the allegations contained therein and, where necessary, to put an end to the reported infringement, including by launching an internal investigation or by referring the matter to the competent authority responsible for investigating it, including European Union institutions, bodies, or agencies.

The Novabase Group company concerned with regard to the complaint shall notify the whistleblower of its receipt and, in a clear and accessible manner, of the requirements, the competent authorities and the external complaint's form and admissibility.

Anonymous reports will only be acted upon when containing sufficient evidence to warrant the launch of an investigation.

Complaints that are, on reasonable grounds, deemed by the Head of SPI to be of minor, insignificant or obviously irrelevant seriousness shall also be archived without further action, as shall repeated complaints lacking new information justifying a course of action differing from that taken for a previous complaint.

Before proceeding to the final forwarding of the reports, the Head of SPI takes account of the reports for statistical purposes and maintains a record of the reports that exclusively covers the following aspects:

• notification receipt date;

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• essential nature of the facts reported, while redacting all information identifying any natural persons;
• investigation completion date.

Once the investigation has been concluded, reports with an underlying probability of an irregular practice are forwarded by the Head of SPI to the Audit Board and, in turn, by the Audit Board to the Board of Directors of the company or Novabase Group company concerned with regard to the complaint, so that it can take appropriate measures.

At the end of 2023, the process of updating the Whistleblowing System began in order to comply with the General Scheme for Protecting Whistleblowers (Law no. 93/2021) and the General Scheme for Preventing Corruption (Decree Law no. 109/2021). The new framework is effective as of 6 February 2024, when it was ratified by the company's Audit Board.

The information is available at Novabase's website (www.novabase.com).

III. INTERNAL CONTROL AND RISK MANAGEMENT

50. Persons, boards or committees responsible for internal auditing and/or implementation of internal control systems.

The Audit Board, whose duties are described in section B III.b) of this report, is responsible for internal auditing. As detailed in this section, the Audit Board's internal regulations lay out its functions and duties with regard to supervising systems for risk management, internal control and internal auditing.

Given the importance of a structured risk management model to the business, together with market regulatory requirements, the company's Board of Directors has been tasked with establishing risk management objectives, and implementing and monitoring a suitable internal control and risk management process, working towards its efficacy.

In performing its duties regarding the supervision of systems for risk management, internal control and internal auditing, Novabase's Audit Board annually assesses the degree of internal compliance and performance of the risk management system, together with prospects for changing the risk framework described above.

51. Explanation (with possible inclusion of organizational chart) of relationships of hierarchical and/or functional dependence vis-à-vis other company boards or committees.

The position of Chief Risk Officer ("CRO") has been created at Novabase. Internal auditing areas and areas that ensure compliance with norms applicable to the company (compliance services) report to the CRO with regard to risk prevention and management. The CRO is responsible for reporting to the Chairperson of the Board of Directors, with regular meetings between the CRO and the Chairperson of the Board of Directors, and between the CRO and the Audit Board. The position of CRO continued to be held by Novabase CFO Francisco Paulo Figueiredo Morais Antunes over the course of 2025.

The Audit Board, as a supervisory body, monitors the activity of the external auditors, and may assess annual internal auditing plans, obtaining information about the actions performed by this team and providing an opinion regarding its conclusions.

In this context, this board also has powers involving the assessment of sufficient internal control mechanisms in order to understand and manage the inherent risks of Novabase's operations, suggesting policies and procedures to the Board of Directors to achieve these goals and refine these mechanisms.

Along these lines, the Audit Board is also responsible for: (i) evaluating the Board of Directors' risk management, implementing periodic control procedures and mechanisms to ensure that the risks actually taken by Novabase are consistent with the Board of Directors' goals, and (ii) issuing its opinion on the working plans and resources allocated to internal control areas, also receiving reports from these areas on matters involving the rendering of accounts, identifying or resolving conflicts of interest and the detection of potential irregularities.

52. Existence of other functional areas with risk control powers.

Novabase coordinates internal control teams, whether in the area of quality or shared services, responsible for conducting monitoring actions and improving internal control procedures essentially associated with the Group's central service areas, always in accordance with the strategic goals laid out in the integrated risk management model. Periodic, focused internal audits are thus performed.

53. Identification and description of the major types of risk (economic, financial and legal) to which the company is exposed in pursuing its business activity.

Below is a description of some of the risks analysed by the company which deserve attention due to their relevance and business impact.

• FINANCIAL RISKS

Novabase is exposed to a collection of financial risks resulting from its business, namely foreign exchange risk, interest rate risk (cash flows and fair value), credit risk, liquidity risk and capital risk. Developments in the financial markets are continuously analysed according to the Group's risk management policy to minimize potential adverse effects on its financial performance.

In 2025, the European Central Bank (ECB) continued to cut its key interest rates due to the slowdown in inflation, which stood at around 1.9% in the euro area, according to data published on 19 January 2026 by Eurostat. The sharp depreciation of the dollar against the euro was another key issue in 2025, largely attributable to the US administration's policies, with the tariffs announced by Trump affecting the outlook for US inflation. Interest rates in the euro area are expected to remain stable (or fall at a slower pace) in 2026, although developments in the conflict in Ukraine and the prospects for peace, as well as other geopolitical shocks that currently exist or pose a potential risk, are bringing further uncertainty. Other sources of economic uncertainty entail the performance of major European economies and the evolving trade relations between the US and China.

a) Foreign exchange risk

Novabase is exposed to the risk of exchange rate fluctuation, particularly the United States dollar, since some of its subsidiaries perform transactions in such currencies, together with the British pound, the Egyptian pound and the Saudi riyal.

The financial department is responsible for monitoring exchange rate developments in these currencies to mitigate their impact on the consolidated results. Whenever exchange rate expectations so justify, the Group attempts to enter into hedging transactions against adverse changes by means of derivative financial instruments.

b) Interest rate risk (fair value and cash flows)

Interest-rate risk entails the possibility of fluctuations in future financial charges on loans due to changes in market interest rate levels.

The cost of the Group's financial debt is indexed to short-term reference rates, adjusted at a frequency of less than one year, plus duly negotiated risk premiums. Therefore, changes in interest rates can affect Novabase's results.

Novabase's exposure to interest rate risk originates from financial assets and liabilities with fixed and/or variable rates. In the case of fixed rates, the Group faces the risk of a variation in the fair value of these assets or liabilities, insofar as any change in market rates involves an opportunity cost. In the case of variable rates, such changes directly impact the amount of interest, thereby resulting in variations in cash.

Exposure to interest rate risk is constantly analysed by the financial department. Interest rate risk management is aimed at reducing the volatility of interest charges.

c) Credit risk

Novabase manages credit risk both in terms of business units (for customer receivables) and, on a consolidated basis, for all active positions of financial instruments).

Credit risk originates from cash and cash equivalents, derivative financial instruments and customer credit exposure, including amounts receivable and previously agreed transactions. Only banks and institutions having credibility in the sector are accepted. Customer credit risk is managed based on credit limit ranges, based on the customer's financial position and historical business relations.

d) Liquidity risk

The prudent management of liquidity risk entails keeping cash or financial instruments sufficiently liquid, with sources of financing through an adequate number of credit facilities, together with the ability to close market positions.

The management monitors updated forecasts of Novabase's liquidity reserve (unused credit lines, cash and cash equivalents) at the base of expected cash flows, by analysing the remaining contractual maturity of financial liabilities and the expected date of inflows from financial assets. In addition, the maturity concentration of Novabase's loans and bonds is regularly controlled.

e) Capital risk

Novabase's goals with regard to capital management – a broader concept than the capital shown on the face of the statement of the consolidated financial position – are as follows:

• (i) Safeguarding the Group's ability to keep doing business, and therefore provide returns to shareholders and benefits to other stakeholders;
• (ii) Maintaining a solid capital structure to support the development of its business;
• (iii) Maintaining a sound capital structure to reduce the cost of capital.

The management monitors the ratio of Return on Capital1 , which measures the extent to which Novabase generates cash flows in relation to the capital it has invested in its business.

1 Determined by the formula: Operating Results ÷ Total Equity.

• EMERGING RISKS

In addition to the financial risks associated with its business, Novabase is also exposed to risks of an operating and business nature, which can result in threats and opportunities, for which suitable mitigation strategies are proactively formulated. These include the following:

f) Cyber-risk

Mounting technology integration and sophistication have heightened companies' exposure to various types of cyber-risk (e.g. large-scale cyber-attacks, data breach and destruction, attempted extortion, etc.), with potential financial, operational and reputational losses. The more widespread nature of remote work, geopolitical conflicts and the growing use of generative artificial intelligence for attacks have significantly increased the exposure to this risk.

The World Economic Forum's Global Cybersecurity Outlook 2025 report confirms that 72% of organizations reported an increase in cyber risk, with generative AI and skills shortages emerging as critical challenges. Nearly 47% of organizations cite adversarial attacks driven by generative AI (GenAI) as their primary concern, as these enable more sophisticated and scalable attacks.

Novabase has been reinforcing measures to mitigate this risk, monitored directly by the Chief Information Security Officer, namely by investing in procedural and technological controls and training on best remote work practices and cybercrime awareness for employees.

g) Talent retention risk

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Novabase's ability to successfully achieve its strategy depends on attracting and retaining the best qualified, most competent employees for each job position.

The accelerating digital transformation and new labour dynamics since the start of the pandemic, motivated by fierce competition for scarce talent, have brought tremendous challenges to talent management, resulting in higher IT salaries and greater difficulties in attracting (and above all retaining) talent.

The 2025 HR Barometer, conducted by the Kaizen Institute in partnership with Hays Portugal, reveals that talent shortages and wage competition continue to pose challenges for companies. Retention continues to be driven by benefits and remuneration, which 74% of organizations believe are only partially competitive.

Novabase's human resource policies are aligned to achieve strategic goals, and have been adapted and underpinned vis-à-vis this new reality, namely through a new hybrid work model with 60% remote work (since 2021), a focus on professional development and competitive pay, the continuous improvement of working conditions and a positive onboarding experience, among others.

h) Delivery risk

Some of Novabase's policies for addressing delivery risk include:

• Analysing each significant commercial proposal from the standpoint of reducing overselling, taking available company expertise into account;
• Constantly scrutinizing the quality of the team to be allocated to projects;
• Ongoing training programs in technologies and project management methodologies.

The "Near-Shore Agile" delivery model which Novabase has been refining over recent years has consistently demonstrated its soundness and adaptability, and is now a cornerstone of the Group's operational efficiency and quality.

i) Strategic and context risks

Novabase is not immune to the contingencies of the markets in which it operates, and must face so-called "strategic" and "context" risks.

The geopolitical and macroeconomic landscape remains complex. The war in Ukraine, tensions in the Middle East, climate-related disasters and fragmented global trade are all fuelling high levels of uncertainty and a persistent risk of recession. The International Monetary Fund (IMF) forecasts that global economic growth in 2026 will remain resilient at 3.3%, although below the historical average. In its updated projections, the IMF also warns of diverging economic trajectories between countries and risks tied to trade uncertainty and inflation.

Novabase aims to manage and mitigate these risks through regular discussions across the various management chains regarding risks impacting the company/business unit. These discussions address areas for investment/disinvestment, strategic focuses and pending risks at any given time, and are also a venue for discussing the risk appetite of the organization and its future trends.

j) Risks associated with climate change

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Although Novabase does not have a significant carbon footprint and is not directly exposed to the physical risks of climate change, such factors are still considered in making investment decisions. Novabase's performance is crucial in the context of generating shareholder returns, as well as in the broader context of the economic space and well-being of the community where it operates.

Fully aware of its role, Novabase has been gradually moving towards a more rigorous and robust approach with regard to:

• Identifying, managing and mitigating climate risks;
• Identifying and capitalizing on opportunities created by climate change;
• Reporting on how the physical and transition risks associated with climate risks are being managed, and which initiatives have been developed from the standpoint of environmental conservation, geared towards a more sustainable economy.

Of particular note in this regard is that, in its strategy, the company demonstrates its commitment to sustainability issues, ensuring that short, medium and long-term goals are met through an integrated approach aligned with best market practices.

This strategy is rooted in identifying the impacts, risks and opportunities most relevant to its business, then incorporating them into its decision-making processes, operational management and internal policies. By coordinating its business model with environmental, social and governance commitments – such as the energy transition, lowering emissions and promoting diversity, business ethics and responsible supply chain management – Novabase ensures that its current actions underpin the Group's resilience, innovation and future sustainability. More detailed information can be found in the Sustainability Statement.

Among the policies implemented, of particular note is Novabase's Environmental Management System (ISO 14001) and a policy with environmental requirements for the acquisition/supply of goods and services.

54. Description of process for identifying, assessing, monitoring, controlling and managing risks.

The company has a model in force – safeguarding the company's worth and encouraging transparency in its corporate governance – based on detecting and anticipating potential risks and risk factors, so as to manage them in a timely manner, via the delegation of responsibilities and appropriate internal communication channels in line with the company's strategic goals for assuming risks as defined under this system.

Under its non-delegable powers of defining the company's overall policies and strategy, the Board of Directors is responsible for defining Novabase's strategic objectives in the area of risk assumption, in accordance with the company's needs and business activities.

In addition, in the area of medium and long-term strategic planning, the Board of Directors is responsible for analysing risk, and does so regularly in relation to the annual operations plan and whenever potential businesses and markets are being evaluated, measuring each potential risk's impact and likelihood of occurrence.

In turn, the Audit Board is in charge of evaluating the Board of Directors' risk management.

Along these lines, as a company working in the information technology and digitalization market – a sector characterized by constantly shifting dynamics, innovation and agility – Novabase acknowledges that the risk management policy is of vital importance in running and developing a business which historically has had a higher risk appetite. For this reason, on 13 December 2018, Novabase's Board of Directors approved a formal risk policy for the company, which is available at the company's website. The principles of this policy have been defined and implemented by Novabase's Board of Directors, namely with regard to determining acceptable risk levels.

On 25 July 2019, the Board of Directors approved an updated strategy for the years 2019 and beyond (2019+ Strategic Update).

This system's efficiency is due to the instituted internal procedure, which reinforces the communication channels between the Group's various departments and decision-making bodies, thereby allowing communication and information on various system components, together with an analysis of potential internal control problems and the detection of potential risks in real time.

Novabase also conducts monitoring actions and improves internal control procedures essentially associated with the Group's central service areas, always in accordance with the strategic goals laid out in the integrated risk management model.

Furthermore, as better explained in section B III.b) of this report and the Audit Board's internal regulations, the Audit Board is responsible for supervising Novabase's systems for risk management, internal control and internal auditing.

In 2025, the risk management and internal control model implemented allowed the risks and risk factors mentioned above to be identified, effectively helping to prevent them.

55. Main elements of the company's internal control and risk management systems regarding the process of disclosing financial information (article 29-A, paragraph 1, sub-paragraph l).

The Board of Directors is responsible for ensuring disclosure of accurate financial information that truthfully reflects the Group's situation at any given moment in compliance with the norms issued by the applicable regulatory authorities at any given time.

As regards the quality of the financial information that is publicly disclosed by the Investor Relations Office, it should be pointed out that it is the result of a financial reporting process that is ensured by the central services areas of the Group, subject to the internal control system of the Group and monitored through the aforementioned methods. Nevertheless, this information is still subject to analysis and approval by the relevant boards, including the Board of Directors itself.

In addition, the Audit Board is in charge of overseeing the adequacy of the Board of Directors' process for preparing and disclosing financial information

IV. INVESTOR SUPPORT

56. Department responsible for investor support, composition, duties, information provided and contact information.

Novabase is particularly focused on its presence in the capital market. The Investor Relations Office is responsible for representing Novabase in its dealings with the CMVM and investors while promoting contact with private and institutional, foreign and Portuguese investors. The office is comprised of María Gil Marín, Amália Parente and Catarina Leitão Afonso.

The office provides information through Novabase's website (www.novabase.com). Since 2002, Novabase has had a dedicated investor relations area on its company website at www.novabase.pt. Investors have access to a number of links containing information of interest to their profile. In terms of financial information, they have access to Annual Reports and Accounts for previous years, the Financial Calendar, information published at the Electronic One-Stop Shop of the CMVM, information on the composition and powers of the company's corporate boards, the market performance of Novabase's shares, Novabase's shareholder structure, a space reserved for the General Meetings of Shareholders for convening meetings and posting preparatory information for General Meetings of Shareholders, the form for postal votes and electronic voting (available since 2006), a Corporate Governance space in which Novabase publishes this report, the Corporate Governance Code of the Portuguese Corporate Governance Institute, which entered into force on 1 January 2018 (revised in 2023), frequently asked questions, and the contact details of Novabase's Investor Relations Office.

A summary of the decisions is published on the Novabase website and in the CMVM information disclosure system immediately after the General Meeting of Shareholders.

At its company website, Novabase maintains documents including information on the number of people present, number of shareholders represented and General Meeting of Shareholders meeting agendas. Voting results have also been provided since 2010. Novabase has also established the necessary mechanisms to ensure that the above are disclosed as quickly as possible, and always within the five days following the General Meeting of Shareholders.

On its website, Novabase keeps a collection of information on meetings held over the past ten years, including the number of people present, number of shareholders represented, meeting agendas, decisions taken and voting results.

The following up-to-date information is published in Portuguese and English on Novabase's website: a) The company name, registered office and remaining data provided for in article 171 of the Commercial Companies Code; b) articles of association; c) identities of corporate board members and the market relations representative; d) Investor Relations Office, its functions and means of access; e) accounting documents, accessible for ten years; f) half-yearly calendar on company events, published at the beginning of each half year and including, among other information, General Meetings of Shareholders and annual and half-yearly reports and accounts.

57. Identification of the market relations representative.

María Gil Marín

Market and Investor Relations

Telephone: +351 213 836 300

Fax: +351 213 836 301

Email: investor.relations@novabase.com

Address: Av. D. João II, nº 34, Parque das Nações, 1998-031 Lisbon, Portugal

58. Information on proportion and amount of time to respond to information requests submitted in the year or pending from previous years.

On 31 December 2025, Novabase had no pending information requests. Its average response time was 24 hours. 89 information requests were received in 2025.

V. WEBSITE

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59. Address(es).

Novabase's website is available at the following address: www.novabase.com.

60. Location where information on the company, public company status, registered office and remaining data provided for in article 171 of the Commercial Companies Code is available.

This information is available on the page and links related to notices to the CMVM:

https://www.novabase.com/en/investors/cmvm-press-releases/

61. Location of the articles of association and operating regulations of boards and/or committees.

This information is available at the following pages and links:

Articles of association

https://www.novabase.com/en/investors/corporate-governance/articles-of-association/

Regulations

https://www.novabase.com/en/investors/corporate-governance/corporate-bodies/ https://www.novabase.com/pt/investidor/governo-da-sociedade/transacoes-com-partes-relacionadas/

62. Location of information on the identities of corporate board members, market relations representative, investor support office or equivalent, their respective duties and contact information.

This information, together with the number of annual meetings of the company's managing and supervisory boards and internal committees, is available at the following pages and links:

Corporate board members and number of meetings

https://www.novabase.com/en/investors/corporate-governance/corporate-bodies/

Identification of the investor relations representative

https://www.novabase.com/en/investors/investor-relations-office/

63. Location of accounting documents (which should remain available for at least five years) and the biannual corporate events calendar published at the start of each half-yearly period, including general meetings of shareholders and disclosure of annual, half-yearly and quarterly results, if applicable.

This information is available at the following pages and links::

Accounting information

https://www.novabase.com/pt/investidor/informacao-financeira/

Finance agenda

https://www.novabase.com/pt/investidor/agenda-financeira/

64. Location of meeting notices for the general meeting of shareholders and all related preparatory and subsequent information.

This information is available at the following page and links on the General Meeting of Shareholders:

https://www.novabase.com/en/investors/corporate-governance/general-meetings/

65. Location of a historical record of the resolutions passed at the company's general meetings of shareholders, share capital and voting results referring to the previous three years.

Information on decisions taken is available at the following page and links on the General Meeting of Shareholders:

https://www.novabase.com/en/investors/corporate-governance/general-meetings/

D. REMUNERATION

I. RESPONSIBILITY FOR DETERMINING REMUNERATION

66. Responsibility for determining the remuneration of corporate boards, members of the executive committee or managing director and managers of the company.

The Remuneration Committee decides upon the remuneration of corporate board members. More detail is provided in point 67 below.

It is important to point out that only the members of Novabase's Board of Directors, members of the Audit Board and Statutory Auditor are considered managers, as defined in European Union legislation on market abuse; as such, there is no separate information to be disclosed in this regard.

II. REMUNERATION COMMITTEE

67. Composition of the remuneration committee, with identification of the natural or legal persons hired to give it support, and statement on the independence of each member and advisor.

The Remuneration Committee members for the three-year period of 2024-2026 were chosen in the General Meeting of Shareholders of 22 May 2024. Francisco Luís Murteira Nabo presides over the Remuneration Committee, with Pedro Rebelo de Sousa and João Quadros Saldanha belonging to it as well.

All of the members of this committee are independent from the Board of Directors.

The Remuneration Committee acts with complete autonomy, and may freely decide on Novabase's hiring of consulting services, as needed or convenient for carrying out its duties, ensuring that service providers are chosen following criteria of competence and independence. In particular, it must ensure that these services are provided independently by consultants who do not provide other services to Novabase or other companies in its group. The Remuneration Committee did not employ any natural or legal person to support it in performing these duties.

The Chairperson of Novabase's Remuneration Committee was present at the 2025 annual General Meeting of Shareholders dated 22 May, held via telematic means, to provide information and clarifications to shareholders.

68. Knowledge and experience of the members of the remuneration committee in remuneration policy issues.

Remuneration Committee
Member	Academic qualifications	Work experience
Francisco Luís Murteira Nabo	•Graduate in Economics from InstitutoSuperior de Ciências Económicas eFinanceiras•Master's in Management from AESE(University of Barcelona).•Honorary Doctorate from the MacauUniversity of Science and Technology	•Member of several boards of directors,including:•Chairperson of the Board ofDirectors and CEO of PortugalTelecom, S.G.P.S., S.A.•Chairperson of Galp Energia•Senior Partner of SaeR – Sociedadede Avaliação Estratégica e Risco,Lda.•Vice-Chairperson of the Board ofDirectors of SOREFAME•Vice-Chairperson of the companyPortugal e Colónias•Managing Chairperson ofIMOLEASING, CGD Group•Member of the Advisory Committee:•INSEAD; Banco de Portugal and MotaEngil
Pedro Rebelo de Sousa	•Graduate in Law from UniversidadeClássica de Lisboa•Specialization (post-graduation)in Commercial and CorporateLaw from Universidade PontifíciaCatólica, Brazil•Master's in Business Administration,Getúlio Vargas Foundation –Business Administration School, SãoPaulo, Brazil	•Member of the board of directors atseveral financial institutions, including:•Chairperson and CEO of BFB•CitiBank•Banif•Caixa Geral de Depósitos•Cimpor•Intesa SanPaolo Imi International•Chairperson of the General Boardof the Portuguese CorporateGovernance Institute (IPCG)•Senior partner of SRS Advogados•among others.
João Quadros Saldanha	•Graduate in Mining Engineering, MiningPlanning from IST•MBA from Universidade Nova de Lisboa•Postgraduate in markets and financialrisk from Universidade Nova de Lisboa	•Member of the Board of Directors atseveral companies, namely:•IAPMEI – I.P.•Empordef, S.G.P.S., S.A.•OGMA – S.A.•White Airways, S.A.

• among others.

III. REMUNERATION STRUCTURE

69. Description of Managing and Supervisory Board Remuneration Policy.

The Remuneration Committee submitted for the assessment of the annual General Meeting of Shareholders of 25 May 2021 its proposed Remuneration Policy for members of Novabase's managing and supervisory boards ("Remuneration Policy"), pursuant to and for the purposes of article 26-A and following of the Securities Code, which was approved in this meeting.

The Remuneration Policy was created in accordance with applicable legislation, in particular article 26-C of the Securities Code, and with applicable recommendations, also considering Novabase's characteristics, the sectors where it does business and, in particular, Novabase's current situation of redefinition and internal strategic updating aimed at repositioning the company in certain sectors with the ultimate goal of creating more value for Novabase shareholders in the medium and long term.

Under the Remuneration Policy, the following general principles must be followed with regard to the remuneration of members of Novabase's managing and supervisory boards:

• a) An alignment should exist between the interests of managing board members and the interests of the company, which can be accomplished through variable remuneration components, including plans based on company securities;
• b) Individual performance should be a determining criterion of the variable remuneration component, if applicable, notwithstanding other criteria which may be relevant under the policy, such as the performance of the company itself;
• c) In any case, the company's long-term interests must be considered and given priority to avoid possible conflicts with short-term interests potentially impacting remuneration;
• d) The international and European context, in particular the sectors where the Novabase Group does business, should be considered as comparative parameters for ensuring the competitive remuneration of Novabase's corporate boards, particularly given the circumstances of the technology sector and intense competition for talent at every level, especially management talent;
• e) In view of its functions performed, the Remuneration Committee may decide that all or part of a director's variable remuneration, if it exists, will occur after the clearance of the accounts for the entire term of office;
• f) When the company's performance is a determining criterion for variable remuneration, any downgrading in performance may justify limits upon this remuneration, in view of the specific circumstances.

Attached to this report is the Board of Directors' report on remuneration for the year 2025, pursuant to and for the purposes of article 26-G of the Securities Code.

Novabase's Remuneration Policy has no potential individual or combined ceilings for the remuneration of the members of its managing and supervisory boards. The setting of specific remuneration is left to the discretion of the Remuneration Committee, comprised exclusively of members who are independent from the Board of Directors. In fact, as stated in the Remuneration Policy, Novabase's current context also requires the company's Remuneration Committee to have sufficient leeway, within the principles and rules of the policy and applicable legislation and recommendations, to shape Novabase's remuneration practices to the goals of its strategic redefinition process currently underway.

As such, Novabase believes it is inappropriate to have maximum potential ceilings for the remuneration to be paid to the members of its managing and supervisory boards.

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According to the Remuneration Policy, the remuneration of Novabase's Board of Directors includes:

• (i) a fixed component, which considers the duties performed by each of the members and their responsibilities, together with market practices for comparable responsibilities, remunerating factors, among others, such as the know-how, experience and responsibility inherent to the duties of each of the members of the Board of Directors and, when applicable, the specific management duties performed and exercising of individual powers that cannot be delegated, and
• (i) if applicable, a variable component, which may be attributed bearing in mind the duties assumed by each member of the Board of Directors, whose terms and conditions are further described in the following point of this report.

The remuneration of members of Novabase's Audit Board must be recorded so as to align their interests with those of the company, following a strict model which must consist of fixed annual remuneration in line with market practices, unless justified otherwise by the circumstances, as determined each year by the Remuneration Committee.

Based on the provisions of Novabase's Remuneration Policy, the Remuneration Committee, in its meeting dated 28 May 2025, set remuneration for the corporate boards for 2025, together with the variable remuneration of directors according to their performance in 2024. The content of the Remuneration Committee's decision in this regard is available in the 2025 Remuneration Committee Report, attached to this report.

Novabase's Remuneration Policy, in line with applicable legislation, regulates in detail the terms and conditions for determining and attributing remuneration to the members of Novabase's managing and supervisory boards, and also establishes the terms and conditions for executing retirement supplements, bonuses and other benefits, among other aspects, and is available at Novabase's website at:

https://content.novabase.com/storage/uploads/ktcs1t13dgd-e4872d01-editorfile.pdf

Note also that, in 2025, there were nor breaches or deviations in relation to the Remuneration Policy, as approved by Novabase's shareholders in the General Meeting of Shareholders.

70. Information on the way the remuneration is structured so as to allow aligning the interests of the members of the board of directors with the long-term interests of the company as well as how it is based on the performance assessment and how it discourages excessive risk assumption.

Per the terms and conditions of Novabase's Remuneration Policy, the variable remuneration of Novabase directors can be comprised of the following components::

• (i) Annual variable remuneration in cash tied to Novabase's performance, among other factors as described below;
• (ii) Participation in the Plan for Options to Allot Novabase Shares approved in the Novabase General Meeting of Shareholders dated 26 September 2019.

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The variable remuneration component in cash for members of the management is determined at the start of each year by the Remuneration Committee in reference to the performance of Novabase and its directors during the previous year, based on the following criteria, which are further detailed in the Remuneration Policy:

• (a) financial criteria: total shareholder returns, growth in turnover and trends in net profit in the context of the strategic plan; and
• (b) non-financial criteria: company performance in environmental, social and corporate governance indicators, reflecting the achievement of targets set by the Remuneration Committee for these indicators, a qualitative assessment by the Remuneration Committee of the Board of Directors' activities, in particular the executive directors, and the duties of each director.

These criteria are aimed at aligning the variable component of these members' remuneration with the performance of the organization each year in question and of each director in particular. This also promotes Novabase's business strategy, long-term interests and sustainability.

Since, according to the Remuneration Policy, part of a given year's total variable remuneration should be paid on a deferred basis, per terms and conditions to be determined by the Remuneration Committee, with at least 50% of variable remuneration in cash to be deferred for a period of three years, conditional upon positive company performance during this time period, the company's long-term interests are served and excessive risk assumption is discouraged, thereby promoting Novabase's long-term interests and sustainability. This discourages the assumption of excessive risks or prioritizing of short-term interests, thereby defending the interests of Novabase's shareholders and other stakeholders.

Novabase believes, with regard to directors' variable cash components which are not deferred for the entire term of office, that the company's medium-term interests must also be served, together with its economic interest in providing suitable performance optimization incentives to fulfil obligations and meet short-term goals for management positions, and in balancing and distributing the costs associated with directors' remuneration over the various years comprising each term of office, since it would not be appropriate to simply defer the entire variable remuneration component to the end of the term of office or afterwards.

With regard to the Plan for Options to Allot Novabase Shares, as described in greater detail in point 74 of this report, options attributed under this plan will comprise a single lot, and may be exercised once exactly two years after their date of attribution (maturity date), notwithstanding the ability to exercise them exactly one year after their date of attribution, at which time the participant may exercise 50% or 100% of the lot of options attributed to him/her.

Options attributed and actually exercised by a participant on their maturity date, or exactly one year after their date of attribution, will be settled as follows:

(a) via the attribution of Novabase shares (net share settlement) for 50% of the options subject to exercising;

(b) via the attribution of Novabase shares (net share settlement) or, alternatively, in cash (net cash settlement), by the participant's choice, for the remaining 50% of the options.

Under these terms, the variable component paid to members of management under the plan does not exclusively serve Novabase's long-term interests, insofar as the start of the period for exercising options is deferred for at least three years.

Even so, it should be noted that Novabase share options exercised by the participant pursuant to subparagraph (a) above (i.e. 50% of the options available for exercise) will be retained by Novabase for three years following the exercise date, and their ownership will not be transferred to the participant until the end of this period, conditional upon Novabase's positive performance during this time.

Furthermore, the number of Novabase shares to be attributed under the plan, or the corresponding amount in cash under the net cash settlement option, is dependent upon the price of Novabase shares on the relevant dates for participants to exercise options, thus making this remuneration component conditional upon the company's continued positive performance.

As such, Novabase believes that the company's long-term interests have also been served by this remuneration component, discouraging excessive risk assumption.

Finally, it is noteworthy that the company has no knowledge of contracts between members of the Board of Directors and the company or third parties that have the effect of mitigating the risk inherent in the variability of the remuneration established for them by the company.

71. Reference, if applicable, to the existence of a variable remuneration component and information on potential impact of performance assessment on this component.

As mentioned in the previous point, there is a variable cash component as well as a variable stock option component for management members' remuneration.

As described in the above point, the variable component in cash of the management members' remuneration is determined annually by the Remuneration Committee based on financial and non-financial criteria for the specific purpose of aligning the variable component of these members' remuneration with the organization's performance in each year in question, remunerating criteria such as total shareholder return, growth in turnover, trends in net profit, a qualitative assessment by the Remuneration Committee of the Board of Directors' activities, in particular the executive directors, among other criteria referred to in the above point. When determining variable remuneration, the Remuneration Committee should consider Novabase's performance based on the criteria referred to above, the collective performance of the Board of Directors and the individual performance of each of the directors, including their contribution towards the performance of the company and the Board of Directors in the financial and non-financial indicators referred to above. The assessment process of applicable criteria by the Remuneration Committee will be done annually, with regular oversight, based on specific information provided to the Remuneration Committee for monitoring these criteria.

As such, the performance assessment does have an impact on this remuneration component. A proper balance is also ensured between the fixed and variable portions of these remunerations.

With regard to the variable stock option component, the attribution of options under the Plan for Options to Allot Novabase Shares is decided by the competent body pursuant to the plan's regulations, on a case-bycase basis in accordance with criteria to be set by this body, which will be Novabase's Board of Directors, or the Remuneration Committee in the case of options attributed to members of the Board of Directors.

72. The deferred payment of the remuneration's variable component and the relevant deferral period.

As previously stated, according to the Remuneration Policy, 50% of the variable remuneration in cash is deferred over three years and is conditional upon positive company performance during this time period.

In 2025, notwithstanding the variable component relating to Novabase share options, no variable remuneration was paid in cash, nor is any deferred cash payment due for this financial year.

73. Criteria providing the basis for variable remuneration in shares and the executive directors' keeping of these shares, the signing of agreements involving these shares (i.e. hedging agreements) or the transfer of risk, the respective limit and its relationship to the amount of total annual remuneration.

In 2025, given the socio-economic scenario, the Remuneration Committee believed that the attribution of variable remuneration exclusively to directors with executive functions at the company and with special responsibilities, via participation in the Plan, was an appropriate means for remunerating these members for the duties performed and associated responsibilities, while simultaneously reinforcing an alignment between the interests of the management and the company, in the medium and long term, together with their sustainability, in view of the characteristics of the Plan.

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Therefore, on 28 May 2025, the Remuneration Committee unanimously decided, in view of the duties performed by Luís Paulo Cardoso Salvado, Chairperson of the Board of Directors, CEO and Managing Director, and by Álvaro José da Silva Ferreira, Managing Director, both charged with the day-to-day running of the company, with the responsibility associated with such positions on a full-time basis, together with the duties and responsibilities assigned to Directors Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, responsible for various areas relevant to the Novabase Group's business, to attribute to these directors the following company stock options under the Regulations:

• Luís Paulo Cardoso Salvado 125,000 stock options;
• Álvaro José da Silva Ferreira 125,000 stock options;
• Francisco Paulo Figueiredo Morais Antunes 37,500 stock options;
• María del Carmen Gil Marín 30,000 stock options.

These options were attributed at an adjusted strike price of €-0.7494 per share.

Pursuant to the plan's regulations, the options attributed under the contractual agreement signed with these participants on 2 June 2025 comprised a single lot, which may be exercised once exactly two years after their date of attribution (i.e. 1 June 2027 - maturity date), notwithstanding the ability to exercise them after one year (i.e. 1 June 2026)

74. Criteria whereon the allocation of variable remuneration on options is based as well as its deferral period and take-up price.

The Novabase General Meeting of Shareholders held on 26 September 2019 approved a medium or long-term plan for attributing variable remuneration to members of Novabase's Board of Directors and to employees from Novabase or from other Novabase Group companies, based on the performance of Novabase shares (Plan for Options to Allot Shares), together with this plan's regulations. This plan has the following goals:

• To retain Novabase and Novabase Group employees;
• To motivate and encourage their creativity and productivity;
• To retain and/or hire management staff and employees of high potential and strategic value to benefit the company's results.

Under this plan and its regulations, stock options representing Novabase's share capital may be attributed in the form of a performance bonus for the plan's participants.

Options are attributed by decision of the competent body pursuant to the plan's regulations, on a case-bycase basis in accordance with criteria to be set by this body, which will be Novabase's Board of Directors, or the Remuneration Committee in the case of options attributed to members of Novabase's Board of Directors.

The options attributed will comprise a single lot, and may be exercised once exactly two years after their date of attribution (maturity date), notwithstanding the ability to exercise them exactly one year after their date of attribution, at which time the participant may exercise 50% or 100% of the lot of options attributed to him/her.

Options from the same lot not exercised in full by their maturity date will automatically expire.

Options attributed and actually exercised by a participant on their maturity date, or exactly one year after their date of attribution, will be settled as follows:

(a) via the attribution of Novabase shares (net share settlement) for 50% of the options subject to exercising;

(b) via the attribution of Novabase shares (net share settlement) or, alternatively, in cash (net cash settlement),

by the participant's choice, for the remaining 50% of the options.

Novabase share options exercised by the participant pursuant to sub-paragraph (a) (i.e. 50% of the options available for exercise) will be retained by Novabase for three years following the exercise date, and their ownership will not be transferred to the participant until the end of this period, conditional upon Novabase's positive performance during this time.

The options' strike price is defined before the date of attribution. It should correspond to the arithmetical average of the prices, weighted by the respective volumes, of the transactions of Novabase shares at sessions of the Euronext Lisbon regulated market occurring in the ninety days preceding 26 July 2019, adjusted by the shareholder remuneration distributed during this period, i.e. €2.295 per share.

Once the participant notifies the company of his/her intent to exercise options, the number of shares to be attributed (rounded down) to this participant, or the corresponding cash amount in the case of net cash settlement, is determined by the following formula:

No. of shares = no. of options exercised x [(exercise price – strike price / exercise price]

Where:

Strike price: the arithmetical average of the prices, weighted by the respective volumes, of the transactions of Novabase shares at trading sessions of the Euronext Lisbon occurring in the ninety days preceding 26 July 2019, adjusted by the shareholder remuneration distributed during this period, i.e. €2.295 per share; and

Exercise price: the arithmetical average of the prices, weighted by the respective volumes, of the transactions of Novabase's shares at trading sessions of the Euronext Lisbon occurring in the ninety days preceding the exercise date.

For the purposes of the net cash settlement option, the value of the shares determined as described above will be based on the arithmetical average of the prices, weighted by the respective volumes, of the transactions of Novabase's shares at trading sessions of the Euronext Lisbon occurring in the ninety days preceding these options' exercise date.

While the plan is in effect, stock options totalling more than 10% of Novabase's share capital may not be attributed.

Since the plan's approval, in 2019, 400,000 (four hundred thousand) Novabase stock options were attributed under the plan to then Executive Director Paulo Jorge de Barros Pires Trigo, which were exercised by him in 2020, having been attributed in 2021. Also under the plan, in 2021, 525,000 (five hundred and twenty-five thousand) Novabase stock options were attributed to managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira and to the Director with special responsibilities María del Carmen Gil Marín, with an adjusted strike price of €1.801 per share. In 2022, 600,000 (six hundred thousand) Novabase stock options were attributed to managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira and to Directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, with an adjusted strike price of €1.801 per share. Also in 2023, 600,000 (six hundred thousand) Novabase stock options were attributed to managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira and to Directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, with an adjusted strike price of €1.385 per share. In 2024, 317,500 (three hundred and seventeen thousand five hundred) Novabase stock options were attributed to managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira and to Directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, with an adjusted strike price of €0.996 per share. In 2025, 317,500 (three hundred and seventeen thousand five hundred) Novabase stock options were attributed to managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira and to Directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, with an adjusted strike price of €-0.7494 per share, per the terms detailed in point 73.

The regulations of the Plan for Options to Allot Novabase Shares are available at the company's website:

https://content.novabase.com/storage/uploads/z43ddf4scbt-a0a21a2e-editorfile.pdf

75. The main factors and reasons for any annual bonus scheme and any other non-financial benefits.

No annual bonus scheme exists. With regard to non-monetary benefits, as stated in the Remuneration Policy, non-monetary supplementary benefits may be attributed to members of Novabase's managing board, per terms and conditions to be decided by the Remuneration Committee, which may include insurance (health, life, D&O and occupational accidents, including while travelling), company vehicles and cell phones, and other non-monetary benefits, as decided by the Remuneration Committee. In 2025, an additional amount of €21,441.60 was paid to the 2025 acting members of the Board of Directors in meal allowances.

Note that the non-monetary supplementary benefits currently attributed to members of the managing board, further described in the Board of Directors' report on remuneration attached to this report, does not have a significant weight on their remuneration, accounting for only 2% of its total cost.

76. Main characteristics of supplementary early retirement or pension schemes for directors, and date on which they were approved by the general meeting of shareholders, in individual terms.

The terms and conditions for executing retirement supplements, together with the application of benefits to be attributed and benefits contracted in accordance with these terms and conditions, are described in Novabase's Remuneration Policy, and are as follows:

• a) Attribution to directors of retirement supplements, which may be associated with the fixed and/ or variable remuneration component, as decided by the Remuneration Committee, namely through the channelling of funds attributed to these directors in relation to fixed and/or variable remuneration, to reinforce insurance contributions in force at Novabase in substitution of paying part of this remuneration;
• b) The amount of the supplement will correspond to the cumulative annuities acquired from the consecutive premiums paid, increased by revaluations during the applicable period of establishment, as negotiated with the insurance company in question;
• c) Financing through Novabase's payment of relevant insurance agreement premiums, as determined by the Remuneration Committee;
• d) Instead of the above pension supplement, directors may opt for the redemption of accumulated capital, pursuant to the law and within legal limits;
• e) Pursuant to the law and within legal limits, beneficiaries with entitlement to the accumulated capital may be designated in the event of the director's death prior to retirement;
• f) Other terms and conditions to be determined by the Remuneration Committee, in conjunction with the Board of Directors.

IV. DISCLOSURE OF REMUNERATION

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77. Indication on the amount concerning the annual remuneration paid collectively or individually to members of the managing boards of the company, including fixed and variable remuneration and as to the latter, mentioning the different components that gave rise to same.

In this report, Novabase discloses the remuneration received by each member of the Board of Directors and Audit Board in 2025, in accordance with the Securities Code, CMVM Regulation no. 4/2013, and in line with the recommendations of the IPCG Corporate Governance Code (2018, revised in 2023) in this regard.

By unanimous decisions of the Remuneration Committee, fixed remuneration components were set for members of the Novabase Board of Directors in 2025, along with annual variable remuneration, as shown in the chart below.

This remuneration is distributed among the members of the Board of Directors in accordance with the breakdown stipulated by the Remuneration Committee, pursuant to the Remuneration Policy, whereby directors receive fixed remuneration in cash, and potentially variable remuneration as well, which may be comprised of variable remuneration in cash and variable remuneration based on stock options. This remuneration is broken down among directors as shown in the table below, in view of their responsibilities at Novabase, and as stipulated by the Remuneration Committee under the Remuneration Policy.

The remuneration of non-executive and non-independent directors may include a variable component, as provided for in the Remuneration Policy, if their respective functions and responsibilities so justify. Indeed, during the 2025 financial year, directors with special charges were granted options on shares of the Company under the Novabase Share Option Plan. These options were granted by the Remuneration Committee, which considers it an appropriate way to remunerate these members for the functions performed and inherent responsibilities, while reinforcing the alignment of management interests with the interests of the Company in the medium and long term, as well as its sustainability, taking into account the characteristics of the Plan.

The variable component in cash of directors' remuneration should be determined annually by the Remuneration Committee, based on criteria described in the Remuneration Policy and in point 70 of this report.

Although we are past the five-year period covered by the company's plan announced in 2019 (2019+ Strategic Update), the strategy proposed therein remains valid and under implementation, as stated at Novabase's annual General Meeting of Shareholders held on 22 May 2024. As such, the Remuneration Committee unanimously decided that, in 2025, all variable remuneration will be granted via plans based on securities of Novabase S.G.P.S., namely participation in the Plan for Options to Allot Company Shares approved in the General Meeting of Shareholders of 26 September 2019. Therefore, no variable remuneration in cash was paid to the directors of Novabase S.G.P.S. in relation to performance in the year 2025. During the year 2025, managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira, and Directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín were attributed, respectively, 125,000 (one hundred and twenty-five thousand), 125,000 (one hundred and twenty-five thousand), 37,500 (thirty-seven thousand five hundred) and 30,000 (thirty thousand) options on shares under the Plan for Options to Allot Novabase Shares. These options were attributed at an adjusted strike price of €-0.7494 per share.

Furthermore, in 2025, the Remuneration Committee decided to channel 20% (twenty per cent) of amounts attributed as fixed remuneration for 2025 to each of the directors with executive functions or special responsibilities – namely, and respectively, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira, Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín – to reinforce capitalization insurance contributions currently in effect at the company in substitution of paying that part of fixed remuneration, pursuant to Clause 5 of the Remuneration Policy.

Directors1	Fixed annualremuneration2(€)	Annual variableremunerationin cash paid in2025 (€)	Total partial(Fixed+variablein cash paid in2025) (€)	Variable in cashpaid in 2025 /Partial Total (%)	Deferredannual variableremuneration(€)	VariableRemuneration#options
Luís Paulo Cardoso Salvado	351,000	0	351,000	0	0	125,000
Álvaro José da Silva Ferreira	345,000	0	345,000	0	0	125,000
Executives Total	696,000	0	696,000	0	0	250,000
(% total)	66	0	66
Francisco Paulo FigueiredoMorais Antunes	0	0	0	0	0	37,500
María del Carmen Gil Marín	156,000	0	156,000	0	0	30,000

The following table shows remuneration paid in 2025 to directors in office on 31 December 2025:

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Directors1	Fixed annualremuneration2(€)	Annual variableremunerationin cash paid in2025 (€)	Total partial(Fixed+variablein cash paid in2025) (€)	Variable in cashpaid in 2025 /Partial Total (%)	Deferredannual variableremuneration(€)	VariableRemuneration#options
José Afonso Oom Ferreirade Sousa	45,500	0	45,500	0	0	0
Pedro Miguel Quinteiro deMarques Carvalho	45,500	0	45,500	0	0	0
Madalena Paz FerreiraPerestrelo de Oliveira	45,500	0	45,500	0	0	0
Benito Vázquez Blanco	45,500	0	45,500	0	0	0
Rita Wrem Viana Branquinho Lobo Carvalho Rosado	21,675	0	21,675	0	0	0
Non-executives total	359,675	0	359,675	0	0	67,500
(% total)	34	0	34		0
TOTAL	1,055,675	0	1,055,675	0	0	317,500

1 Directors Francisco Paulo Figueiredo Morais Antunes and Rita Wrem Viana Branquinho Lobo Carvalho Rosado received payments in 2025 through other Group companies. These amounts are not shown in this table, and are addressed in point 78 of this report.

2 The amount shown includes amounts attributed as fixed remuneration in the Remuneration Committee meeting of 28 May 2025, which were channelled to retirement supplements by reinforcing capitalization insurance contributions currently in effect at the Company, substituting payment of that part of fixed remuneration - namely, Luís Paulo Cardoso Salvado (€70,200), Álvaro José da Silva Ferreira (€69,000), and María del Carmen Gil Marín (€31,200).

In 2025, Directors Luís Paulo Cardoso Salvado (125,000 options) and Álvaro José da Silva Ferreira (125,000 options) exercised their options, allocated in 2024, under the following terms::

• (i) For 50% of the options subject to exercising via net share settlement (allotment of company shares), resulting in the allotment of 79,900 ordinary Novabase shares to each of the directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira, using the calculation formula in the plan's regulations, resulting in a total of 159,800 shares allotted; and
• (ii) For the remaining 50%, via net cash settlement (payment in cash), resulting in a payment of €594,781.95 to each of these directors, using the calculation formula in the plan's regulations, that is, a total of €1,189,563.90.

Also in 2025, directors Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín exercised their options, allocated in 2024, (37,500 and 30,000 options, respectively), under the following terms:

• (iii) For 50% of the options subject to exercising via net share settlement (allotment of company shares), resulting in the allotment of 23,970 and 19,176 shares, respectively, to Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, using the calculation formula in the plan's regulations, resulting in a total of 43,146 shares allotted; and
• (iv) For the remaining 50% via net cash settlement (payment in cash), resulting in a payment to these directors, respectively, of €178,431.61 and €142,743.80, using the calculation formula in the plan's regulations, resulting in a total amount paid of €321,175.41.

The exercising of these options resulted in a total allotment of 202,946 shares and a total amount paid of €1,510,739.31.

Also during the year 2025, managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira, and directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín were attributed, respectively, 125,000 (one hundred and twenty-five thousand), 125,000 (one hundred and twenty-five thousand), 37,500 (thirty-seven thousand five hundred) and 30,000 (thirty thousand) options on shares under the Plan for Options to Allot Novabase Shares. These options were attributed at an adjusted strike price of €-0.7494 per share.

In 2025, an additional amount of €21,441.60 was paid to the 2025 acting members of the Board of Directors in meal allowances.

Furthermore, there are no formal mechanisms regulating the possibility of requesting reimbursement for the variable remuneration received by Novabase directors. Even so, per the general guiding principles of Novabase's remuneration policy, when the company's performance is a determining criterion for variable remuneration, any downgrading in performance may justify limits upon this remuneration, in view of the specific circumstances.

78. Amounts paid on any basis by other companies in a group or controlling relationship or exercising control over the company.

The members of Novabase's Board of Directors and Audit Board are paid exclusively by this entity, and do not receive additional remuneration of any kind from other companies that are controlled by or part of the Novabase Group, nor from any company subject to shared control with Novabase, except for the remuneration shown in the following table:

Directors1	Fixed annualremuneration2(€)	Annual variableremunerationin cash paid in2025 (€)	Variable in cashpaid in 2025 /Partial Total (%)	Deferredannual variableremuneration(€)	VariableRemuneration#options
Álvaro José da Silva Ferreira1	3,889	0	3,889	0	0
Francisco Paulo Figueiredo MoraisAntunes2	195,000	0	195,000	0	0
Rita Wrem Viana Branquinho LoboCarvalho Rosado3	82,633	29,454	112,087	26	0

1 Amount paid (converted into euros, equivalent to 16,432.68 SAR) by Celfocus Arabia, a company 90.4% owned (indirectly) by Novabase S.G.P.S., S.A., cor responding to remuneration received for the position of General Manager at the subsidiary under an employment agreement with the entity, pursuant to local legislation.

2 Amount paid by Novabase Consulting S.G.P.S., S.A., a company directly and fully owned by Novabase – S.G.P.S., S.A. The amount shown includes amounts attributed as fixed remuneration in the Remuneration Committee meeting of 28 May 2025, which were channelled to retirement supplements by reinforcing capitalization insurance contributions currently in effect at the company, substituting payment of that part of fixed remuneration, namely €39,000. In addition, this director received €2,502.60 in meal allowances from this entity.

3 Amount paid by Celfocus, S.A., a company 90.19% owned (indirectly) by Novabase S.G.P.S., S.A., corresponding to remuneration received for the position of Head of Legal of the Novabase Group under a service provision agreement.

79. Remuneration paid in the form of a share in the profits and/or the payment of bonuses and the rationale behind the act of awarding such bonuses and/or share in profits.

In 2025, no additional remuneration was awarded in the form of profit sharing and/or payment of bonuses.

80. Compensation paid or owed to former executive directors in relation to early contract termination.

No compensations (or amounts of any other kind) were paid, nor are any owed, to former executive directors or other members of the company's boards or committees as a result of their duties no longer being performed in 2025.

81. Annual amount of remuneration received, collectively and individually, by members of the company's supervisory boards.

The remuneration of supervisory board members includes no component whose value depends on the performance or the value of the company.

As such, the following fixed annual remuneration was given to members of the Audit Board for 2025:

Chairperson of the Audit Board – Álvaro José Barrigas do Nascimento – €10,850 (ten thousand eight hundred and fifty euros);

Audit Board Member – Fátima do Rosário Piteira Patinha Farinha – €8,150 (eight thousand one hundred and fifty euros);

Audit Board Member – João Luís Correia Duque – €8,150 (eight thousand one hundred and fifty euros).

These amounts were not adjusted in comparison to the previous year. As such, the total amount of remuneration attributed to members of the Audit Board was €27,150 (twenty-seven thousand one hundred and fifty euros).

Notwithstanding the remuneration attributed in 2025, a total of €33,750 (thirty-three thousand seven hundred and fifty euros) was paid to members of the Audit Board (taxes included):

Chairperson of the Audit Board – Álvaro José Barrigas do Nascimento – €14,576 (fourteen thousand five hundred and seventy-six euros);

Audit Board Member – Fátima do Rosário Piteira Patinha Farinha – €9,150 (nine thousand one hundred and fifty euros);

Audit Board Member – João Luís Correia Duque – €10,025 (ten thousand and twenty-five euros).

Furthermore, the company's Statutory Auditor is remunerated according to standard remuneration practices and conditions for comparable services, following the signing of a service provision agreement and by proposal of the company's Audit Board.

82. Remuneration of the Chairperson of the General Meeting of Shareholders.

The Chairperson of the General Meeting of Shareholders is paid according to attendance in the amount of €3,250 (three thousand two hundred and fifty euros) for each meeting presided over. This amount was not adjusted in comparison to the previous year.

V. AGREEMENTS WITH IMPLICATIONS ON REMUNERATION

83. Envisaged contractual restraints for compensation owed for undue dismissal of executive directors and its relation to the remunerations' variable component.

Não existe qualquer limitação contratual para a compensação a pagar por destituição sem justa causa de administrador/a, aplicando-se as regras legais.

Conforme decorre do n.º 5 do artigo 403.º do Código das Sociedades Comerciais, se a destituição não se fundar em justa causa o/a administrador/a tem direito a indemnização pelos danos sofridos, pelo modo estipulado no contrato com ele celebrado ou nos termos gerais de direito, sem que a indemnização possa exceder o montante das remunerações que presumivelmente receberia até ao final do período para que foi eleito.

In Novabase's opinion, since management positions are remunerated, with a mandatory legal ceiling on compensation for dismissal without due cause, and given the protection of expectations principle which must be observed, there is no justification for contractual restraints that reduce the maximum legal compensation amount to a director with legal proof of damages incurred.

Similarly, in view of the mandatory legal ceiling on compensation for undue dismissal, there is absolutely no foreseeable advantage in establishing contractual restraints to directors' compensation in the event of consensual termination of duties.

84. Reference to the existence and description, including amounts, of agreements between the company and members of the board of directors or employees providing for compensation in the event of employee resignation request, termination without just cause or termination of the employment relationship following a tender offer. (article 29-H, paragraph 1, sub-paragraph k).

No such agreements exist.

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VI. STOCK OR STOCK OPTION PLANS

85. Identification of plan and respective recipients

The Novabase General Meeting of Shareholders held on 26 September 2019 approved a medium or long-term plan for attributing variable remuneration to members of Novabase's Board of Directors and to employees from Novabase or from other Novabase Group companies, based on the performance of Novabase shares, together with this plan's regulations. This plan has the following goals:

• To retain Novabase and Novabase Group employees;
• To motivate and encourage their creativity and productivity;
• To retain and/or hire management staff and employees of high potential and strategic value to benefit the company's results.

Under this plan and its regulations, stock options representing Novabase's share capital may be attributed in the form of a performance bonus for the plan's participants.

More information on the plan and its regulations can be found in point 74 of this report.

86. Description of plan (eligibility conditions, inalienability of shares clauses, criteria regarding share prices and the price for exercising options, time frame during which options can be exercised, characteristics of the shares or options to be attributed, existence of incentives to acquire shares and/or exercise options).

A description of the Plan for Options to Allot Novabase Shares – including its eligibility conditions, inalienability of shares clauses, criteria on the price for exercising options, time frame during which options can be exercised, characteristics of the shares or options to be attributed and the existence of incentives to acquire shares and/or exercise options – is available in point 74 of this report.

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87. Option rights given for the acquisition of shares (stock options) for which the company's employees and workers are the beneficiaries.

In 2025, no options were attributed to the company's workers or employees; only the decision was made to attribute options to members of Novabase's Board of Directors.

88. Control mechanisms provided for in a possible employee investment scheme in which voting rights are not directly exercised by them (article 29-H, paragraph 1, sub-paragraph e).

There are no specific employee investment schemes in which voting rights are not directly exercised by them.

E. TRANSACTIONS WITH RELATED PARTIES

I. CONTROL MECHANISMS AND PROCEDURES

89. Mechanisms implemented by the company to control transactions with related parties (using the concept defined in IAS 24 for this purpose).

As regards the year 2025, in addition to the rules of the Commercial Companies Code for contractual agreements between the company and members of the Board of Directors, Novabase had Internal Regulations on Transactions with Related Parties in effect which established an internal procedure for verifying and approving transactions with related parties, with the intervention of the Board of Directors and the Audit Board, pursuant to the law, which was approved by the Board of Directors, with the prior favourable opinion of the Audit Board. These regulations are further described in point 91 of this report, and are available at Novabase's website.

Other transactions with related parties are controlled and disclosed under the terms of internationally accepted and applicable rules and standards for accounting and financial reporting.

90. Transactions subject to control during the reporting year.

In 2025, Novabase had no transactions with related parties subject to the obligations of control laid out in the Internal Regulations on Transactions with Related Parties or the Securities Code.

As such, no transactions were subject to control as described above.

91. Description of the procedures and criteria applicable to the supervisory body when same provides preliminary assessment of the business deals to be carried out between the company and the owners of qualifying holdings or entity-relationships with the former, as envisaged in article 20 of the Securities Code.

On 29 April 2021, pursuant to article 249-A (corresponding to the current article 29-S) of the Securities Code, introduced by Law no. 50/2020 of 25 August, the Board of Directors approved, with the prior favourable opinion of the Audit Board, Internal Regulations on Transactions with Related Parties, under which certain company transactions with related parties are subject to a decision of the Board of Directors, preceded by an opinion of the Audit Board.

Pursuant to these Internal Regulations, transactions with related parties are defined as those performed by the company or by entities in a control or group relationship with it, or by entities within its consolidation perimeter, with a party related to them as defined in the international accounting standards adopted pursuant to Regulation (EC) No 606/2022 of the European Parliament and of the Council of 16 April.

A decision by the Board of Directors, proceeded by a non-binding opinion of the Audit Board, shall apply to transactions with related parties: (i) whose total cumulative amount is 2.5% or more of Novabase's consolidated assets in a given financial year, half year or quarter, based on the most recent annual financial statements approved pursuant to the law, even when the amount of each business deal does not exceed this percentage individually; or (ii) which, on an exceptional basis, are not performed within the scope of Novabase's current business per the arm's-length principle, regardless of their amount.

In any case, the following shall be excluded from the scope of these Internal Regulations: (a) transactions between Novabase and its affiliates, provided that they are in a control relationship with the company, and no Related Party of the company has interests in the affiliate; (b) business deals involving the awarding of remuneration for management or senior management positions at the company, at entities in a control or group relationship with it, or at entities within Novabase, S.G.P.S, S.A.'s account consolidation perimeter, although such remuneration must always be attributed on an arm's-length basis and in accordance with the corporate governance model in force; or (c) transactions proposed to all shareholders under the same terms so as to ensure equitable shareholder treatment and protection of the company's interests.

In cases subject to the procedure established in the Internal Regulations, Novabase's Board of Directors shall notify the company's Audit Board, as soon as possible and always within five days of the transaction's date, of its intent to approve the business deal.

Such notification to Novabase's supervisory board must include the following: (a) parties to the transaction; (b) scheduled date for performing the transaction; (c) economic and financial terms and conditions of the transaction, and its total amount, which must always be specifically stated, even in the form of a mere estimate; (d) reason for performing the transaction by the Novabase Group and the entity in question; (e) specific reason for performing the transaction with the customer or supplier in question; (f) assessment as to whether the transaction in question will be done on an arm's-length basis compared to similar deals, complying with the principle of equitable treatment for the Novabase Group's customers and suppliers. In the event of deviations to these principles, justifying circumstances must be given to perform the transaction, namely the need to pursue a higher company interest.

Once the notification described in the above paragraph has been received, the supervisory board must issue its approval or disapproval of the transaction in question as soon as possible.

In issuing its opinion, the supervisory board must bear in mind whether the business deal in question will be carried out on an arm's-length basis compared to similar deals, and whether the principle of equitable treatment of Novabase Group customers and suppliers will be respected, together with circumstances justifying the deal when deviations to these principles occur, namely the need to pursue a higher company interest.

In either case, the supervisory board must give immediate notification to Novabase's management of any prior opinion issued.

Under this procedure, by the end of the month following the end of each quarter, Novabase's Board of Directors verifies, and notifies the Audit Board of, the amount and nature of transactions between Novabase and any related party performed in the previous quarter which were not subject to a specific decision by these boards in accordance with these regulations.

The Internal Regulation is available at Novabase's website

II. ITEMS RELATED TO THE BUSINESS

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92. Location of accounting documents with access to information on transactions with related parties, in accordance with IAS 24 or, alternatively, a reproduction of this information.

This information is available in the 2025 Consolidated Accounts, an integral part to the Annual Report and Accounts, in Note 38 of the Notes to the Consolidated Financial Statements.

1. Corporate governance code adopted

Identification of the corporate governance code to which the company is subject, or has voluntarily decided to be subject to, under the terms and for the purposes of article 2 of these Regulations. The publicly accessible location of the texts of the corporate governance codes to which the issuer is subject should also be indicated (article 29-H, paragraph 1, sub-paragraph o).

Over the course of 2018, the Corporate Governance Code of the Portuguese Corporate Governance Institute (IPCG) entered into force in reference to 1 January 2018, thereby completing the transition process to a selfregulation model (soft law) in Portugal. This resulted in the revocation of the CMVM Corporate Governance Code (2013) as of the same date.

In this way, the IPCG Corporate Governance Code (2018) – subsequently revised 2020 and in 2023 – now represents the only corporate governance code in Portugal for the purposes of article 2, paragraph 1 of CMVM Regulation no. 4/2013.

Therefore, and in accordance with the above-mentioned provision of CMVM Regulation no. 4/2013, Novabase has adopted the Corporate Governance Code of the Portuguese Corporate Governance Institute (2018, as revised in 2023), which is available for consultation athttps://cgov.pt/.

2. Analysis of compliance with corporate governance code adopted under the terms of article 29-H, paragraph 1, sub-paragraph n), whereby a statement should be included on the degree of compliance with the corporate governance code to which the issuer is subject, specifying any parts of this code from which it deviates, and the reasons for doing so.

The information presented should include the following for each recommendation:

• a) Information to gauge compliance with the recommendation, or reference to the point in the report where the issue is described in more detail (chapter, title, point, page);
• b) Justification for any failure to comply or partial compliance;
• c) In the event of non-compliance or partial compliance, identification of any alternative means used by the company to achieve the same goal as the recommendation.

Recommendation	Fulfilment	Remarks
General principles:A. Corporate governance promotes and empowers the pursuit of respective long-term interests, performance andsustainable development, and is structured so as to balance interests between shareholders and other investors,employees, customers, creditors, suppliers and other stakeholders, helping to strengthen trust in the quality,transparency and ethical standards of the actions of management and supervisors, together with the sustainabledevelopment of companies' surrounding communities and the development of the capital market.B. Compliance with the code is voluntary, and its observance is based on a principle of "comply or explain" applicable to all recommendations.
Chapter I. COMPANY RELATIONSHIP WITH SHAREHOLDERS, STAKEHOLDERS AND THE COMMUNITY IN GENERAL

Recommendation	Fulfilment	Remarks
Principles:
respective size.	I.A. In their organization, their functioning and the determination of their strategy, companies contribute towardsthe pursuit of the UN Sustainable Development Goals under terms tailored to the nature of their business and
I.B. The company periodically identifies, measures and aims to prevent the negative effects of the environmentaland social impacts of its business, under terms tailored to the company's respective nature and size.
I.C. In its decision-making processes, the managing board balances the interests of shareholders and otherinvestors, employees, suppliers and other stakeholders in the company's business.
I.1(1). The company specifies the terms underwhich its strategy seeks to achieve its long-termgoals.	Yes	Point 29, Point 53 and 2025 SustainabilityStatement
I.1(2). and the main ensuing contributionsto the community in general in terms ofachieving its environmental objectives.	Yes	Point 29, Point 53 and 2025 SustainabilityStatement
I.2(1). The company identifies the mainpolicies and main measures employed.	Yes	Point 29, Point 53, sub-paragraph j) and 2025Sustainability Statement
I.2(2). and with regard to achieving its socialobjectives.	Yes	Point 29, Point 53, sub-paragraph j) and 2025Sustainability Statement
Chapter II. COMPOSITION AND FUNCTIONING OF THE COMPANY'S BOARDS
II.1. Information
Principle:
II.1.A.Companies and, in particular, their managers treat shareholders and other investors equally, namely byassuring mechanisms and procedures for the suitable processing and disclosure of information.
II.1.1. The company establishes mechanismswhich, in a suitable and rigorous manner,ensure the timely circulation or disclosureof information to corporate boards, thecompany's secretary, shareholders, investors,financial analysts, other stakeholders and themarket in general.	Yes	Points 55 through 65
II.2. Diverse composition and functioning of the company's boards

Recommendation	Fulfilment	Remarks
Principles:
II.2.A. Companies are equipped with suitable, transparent decision-making structures, ensuring the utmostoperating efficiency of their boards and committees.
II.2.B. Companies ensure diversity in the composition of their management and supervisory boards and the useof criteria of individual merit within the respective designation procedures, which are of the exclusive power of theshareholders.
II.2.C. Companies ensure that the functioning of their boards and committees is properly recorded in meetingminutes, so as to provide an understanding of the decisions made as well as their grounds and the opinionsexpressed by their members.
II.2.1. Companies establish, in advance andin the abstract, criteria and requirementsfor the profile of members of the company'sboards which are suited to the function tobe performed, namely including individualattributes (such as expertise, independence,integrity, availability and experience), anddiversity requirements (with a particular focuson equality between men and women), thatcan help to improve the board's performanceand balance its composition.	Yes	Point 16
II.2.2(1). The managing board has regulations– namely regarding the exercising of itsrespective powers, chairpersonship, meetingfrequency, operation and table of duties of itsmembers – published in full at the company'swebsite.	Yes	The Board of Directors has internalregulations, available for consultation on theissuer's website at https://www.novabase.com/pt/investidor/governo-da-sociedade/orgaos-sociais/
II.2.2(2). The same applies to the supervisoryboard.	Yes	The Audit Board has internal regulations,available for consultation on the issuer'swebsite at https://www.novabase.com/pt/investidor/governo-da-sociedade/orgaossociais/
II.2.2(3). The same applies to internalcommittees.	N.A.	Point 27No other committees have currentlybeen created within the company's Board ofDirectors.
II.2.2(4). Minutes must be drawn up for themanaging board's meetings.	Yes	Article 9, paragraph 4 of the Board ofDirectors' Internal Regulations.
II.2.2(5). The same applies to the supervisoryboard.	Yes	Article 6, paragraph 4 of the Audit Board'sInternal Regulations.
II.2.2(6). The same applies to internalcommittees.	N.A.	N.A.
II.2.3(1). The composition of the managingand supervisory boards and their internalcommittees are disclosed at the company'swebsite.	Yes	Information on the composition of the Boardof Directors and Audit Board is available onthe issuer's website at https://www.novabase.com/pt/investidor/governo-da-sociedade/orgaos-sociais/

Recommendation	Fulfilment	Remarks
II.2.3(2). The number of annual meetings ofthe managing and supervisory boards andtheir internal committees are disclosed at thecompany's website.	Yes	Points 23 and 35
II.2.4(1). Companies adopt a policy forreporting irregularities (whistleblowing policy)that specifies the main rules and proceduresto be followed for each instance of reporting.	Yes	Point 49
II.2.4(2). and an internal reporting channelthat is also accessible by non-employees,pursuant to the terms of applicable law.	Yes	Point 49
II.2.5(1). Companies have a specializedcommittee for corporate governance.	No	Given the relatively low complexity of thecurrent corporate governance structure,maintaining or reintroducing a specificcommittee to reflect on issues involvingcorporate governance seems unnecessary,since the company is assisted by outsideconsultants with regard to these matters.
II.2.5(2). The same applies to remuneration.	Yes	Point 66The Remuneration Committee decides uponthe remuneration conditions of corporateboard members.
II.2.5(3). The same applies to the appointmentof the company's corporate board members.	No	Given the relatively low complexity of thecurrent corporate governance structure,maintaining or reintroducing a specificcommittee to reflect on issues involvingappointments seems unnecessary, since thecompany is assisted by outside consultantswith regard to these matters.
II.2.5(4). The same applies to performanceevaluation.	Yes	There is no internal committee withresponsibility for evaluation. However, theBoard of Directors annually assesses its ownperformance, together with the performanceof the managing directors or ExecutiveCommittee, as applicable, also ensuring thatthe individual performance evaluations ofeach member of the management are notifiedto the Remuneration Committee.

II.3. Relationship between company boards

Principle:

II.3.A. Corporate boards lay the groundwork so that, to the extent of their responsibilities, they can act in a harmonious, coordinated manner with information suited to the performance of their respective functions.

Recommendation	Fulfilment	Remarks
II.3.1. The articles of association or equivalentinstruments used by the company establishmechanisms to ensure that, within thelimits of applicable legislation, members ofthe managing and supervisory boards havepermanent access to all information neededto assess the performance, status andfuture prospects of the company, includingmeeting minutes, support documentationfor decisions taken, meeting notices andthe archives of executive managing boardmeetings, notwithstanding access to anyother documents or persons who may beasked to give clarifications.	Yes	Point 24
II.3.2. Each of the company's bodiesand committees ensure, in a timely andappropriate manner, the inter-organic flow ofinformation needed for all other boards andcommittees to perform their duties under thelaw and articles of association.	Yes	Point 24
II.4. Conflicts of interest
Principle:
II.4.A. Conflicts of interest, whether actual or potential, should be prevented between the members of boardsand committees and the company, ensuring that any member in conflict does not interfere in the decision-makingprocess.
II.4.1. By internal regulations or equivalentmeans, members of the managing andsupervisory boards and internal committeesshall be obliged to notify the respectiveboard or committee whenever there are factswhich may constitute or give rise to a conflictbetween their interests and those of thecompany.	No	Points 21 and 33 b)The internal regulations of Novabase'srelevant corporate boards state that theymust notify the respective body, in thedecision-making context, whenever there arefacts which may constitute or give rise to aconflict between their interests and those ofthe company, without the ability to exercisetheir voting rights in such case. Although thisobligation is not provided for in a generalsense, but only in the decision-makingcontext, Novabase believes that the interestsprotected by this recommendation areensured, since the information conveyed inthe decision-making context is also relevantto the day-to-day running of the company inthe event of situations of conflicts of interest,while also fulfilling the legal requirementprovided for in the Commercial CompaniesCode
II.4.2. The company adopts procedures toensure that a member in conflict does notinterfere with the decision-making process,notwithstanding the obligation to provideinformation and clarifications requestedby the board, committee or its respectivemembers.	Yes	Points 21 and 33 b)

Recommendation	Fulfilment	Remarks
II.5. Transactions with related parties
Principle:
II.5.A. Transactions with related parties must be justified by the company's interests and performed on an arm'slength basis, subject to the principles of transparency and proper oversight.
II.5.1. The managing board discloses, in itsgovernance report or by another publiclyavailable means, the internal procedure forverifying transactions with related parties.	Yes	Point 89
Chapter III. SHAREHOLDERS AND GENERAL MEETING OF SHAREHOLDERS
Principles:
III.A. The proper engagement of shareholders in corporate governance is a positive factor in the company'sefficient functioning and achievement of its corporate purpose.
III.B. The company promotes the personal participation of shareholders in General Meetings of Shareholders asa venue for reflection on the company and communication between shareholders and the company's boards andcommittees.
III.C. The company implements adequate means for shareholders to participate and vote remotely in meetings,including the possibility to send questions, clarification requests or information on agenda items and theirrespective proposals in advance.
III.1(1). The company should not requirean excessively high number of shares forentitlement to voting rights, and specifiesits choice in its corporate governance reportwhenever each share does not correspond toone vote.	Yes	Per Article 9, paragraph 5 of the articles ofassociation, each share corresponds to onevote.
III.1(2). and specifies its choice in itscorporate governance report whenever eachshare does not correspond to one vote.	N.A.	N.A.
III.2. A company that has issued shares with aspecial right to plural votes shall identify, in itscorporate governance report, those matterswhich, pursuant to the company's articles ofassociation, are excluded from the scope ofplural voting.	N.A.	N.A.
III.3. The company should not adoptmechanisms that hinder the passing ofresolutions by shareholders, including fixinga quorum for resolutions greater than thatprovided for by law.	Yes	Point 14

Recommendation	Fulfilment	Remarks
III.4. The company implements suitablemeans for shareholders to participate in theGeneral Meeting of Shareholders remotely,under terms proportional to its size.	Yes	Point 12.Note also that, in the past four years,Novabase's General Meetings of Shareholderswere done exclusively via telemetric means,giving shareholders not only the optionof voting via electronic correspondenceor electronic means, but also the abilityto participate via telematic means in themeeting and, in this context, change their votepreviously cast during the meeting, as shownin documentation from these same GeneralMeetings of Shareholders, duly published andavailable at Novabase's website.
III.5. The company also implements suitablemeans for exercising voting rights remotely,including via correspondence and viaelectronic means.	Yes	Point 12Note also that, in the past four years,Novabase's General Meetings of Shareholderswere done exclusively via telemetric means,giving shareholders not only the optionof voting via electronic correspondenceor electronic means, but also the abilityto participate via telematic means in themeeting and, in this context, change their votepreviously cast during the meeting, as shownin documentation from these same GeneralMeetings of Shareholders, duly published andavailable at Novabase's website.
III.6. The company's articles of associationthat provide for the restriction of the numberof votes that may be held or exercised bya sole shareholder, either individually orin concert with other shareholders, shallalso foresee for a resolution by the GeneralMeeting of Shareholders (five-year intervals)on whether that statutory provision is tobe amended or prevails – without superiorquorum requirements as to the one legally inforce – and that in said resolution, all votesissued be counted, without applying saidrestriction.	N.A.	Points 12 and 13
III.7. Measures that require payment or theassumption of fees by the company in theevent of change of control or change in thecomposition of the managing board, andwhich may impair the free transfer of sharesand free assessment by shareholders ofthe performance of directors, shall not beadopted.	No	Points 4 and 84Furthermore, measures that require paymentor the assumption of fees by the companyin the event of change of control or changein the composition of the managing board,and which may impair the free transfer ofshares and free assessment by shareholdersof the performance of directors, shall not beadopted

Recommendation	Fulfilment	Remarks
Chapter IV. DIRECTORS
IV.1. Managing Board and Executive Directors
Principles:
IV.1.A. The day-to-day running of the company is the responsibility of executive directors with suitablequalifications, expertise and experience, pursuing the company's goals and contributing towards its sustainabledevelopment.
IV.2.A. The determination of the number of executive directors should take into account the company's size, thecomplexity and geographic dispersion of its business and costs, bearing in mind the desired functional agility ofthe executive management.
IV.1.1(1). The managing board ensures thatthe company acts in accordance with itscorporate purpose, and does not delegatepowers with regard to: i) defining the strategyand general policies of the company;	Yes	Point 21
IV.1.1(2). ii) organizing and coordinating thecorporate structure;	Yes	Point 21
IV.1.1(3). iii) matters considered strategicdue to the amount, risk or particularcharacteristics involved.	Yes	Point 21
IV.1.2. The managing board approves, throughinternal regulations or comparable means,the scheme for executive directors' activitiesapplicable to their performance of executiveduties at entities outside the group.	No	Points 21 and 26On 25 May 2021, the Board of Directorsapproved the delegation of powers tomanaging directors Luís Paulo CardosoSalvado and Álvaro José da Silva Ferreira.Novabase's current managing directorsdo not perform any executive functions atentities outside the Group; as such, Novabasebelieves there is no need to establish ascheme for executive directors' activitiesapplicable to their performance of executiveduties at entities outside the Group, sincethis situation does not apply to Novabase,thereby safeguarding the interests that therecommendation in question aims to protect.Furthermore, with regard to the table in Point26 of this report (on activities of directors inand outside the group), the duties shown formanaging director Álvaro José da Silva Ferreira,despite involving administrative functions, arenot considered executive duties impactinghis full availability to carry out his respectiveduties at Novabase.

Recommendation	Fulfilment	Remarks
IV.2. Managing Board and Non-Executive Directors
Principles:
IV.2.A. To fully achieve the corporate purpose, non-executive directors carry out effective, judicious oversightwhich challenges executive management, supplemented by committees in central corporate governance areas.
diversity in terms of expertise, knowledge and professional backgrounds.		IV.2.B. The number and qualifications of non-executive directors should afford the company with balanced, proper
IV.2.1. Notwithstanding the legal functionsof the Chairperson of the Board of Directors,if the Chairperson is not independent, theindependent directors – or, when these areinsufficient in number, the non-executivedirectors – must designate a coordinator(lead independent director) from amongthemselves for the following purposes(i) serving, whenever necessary, as aspokesperson with the Chairperson of theBoard of Directors and the other directors,(ii) ensuring that they have the necessarymeans and conditions to perform their duties;and (iii) coordinating them in assessingthe performance by the managing board,as provided for in recommendation VI.1.1;alternatively, the company can establishanother equivalent mechanism for suchcoordination.	No	Points 18 and 21In view of the size of the company, the Boardof Directors and the number of non-executivedirectors, the company does not believe thatthe position of Lead Non-Executive Director isnecessary.In fact, given Novabase's agile and flexiblestructure since 2015, the non-executivedirectors have adequately coordinated theirduties with no need for formal meetings calledand run by one of these directors.Note also that, pursuant to the Board ofDirectors' regulations, there are variousmechanisms in place for the efficientcoordination and performance of its work,particularly for members with non-executivefunctions, by giving them access to informationto sufficiently carry out their duties
IV.2.2. The number of non-executive membersof the managing board should be suited tothe company's size and the complexity of itsbusiness risks, but sufficient to effectivelyensure the functions entrusted to them; thejustifying grounds for this suitability should beincluded in the corporate governance report.	Yes	Points 18, 21, 31 and 32
IV.2.3. The number of non-executive directorsis higher than the number of executivedirectors.	Yes	Novabase has two executive directors andseven non-executive directors.

Recommendation	Fulfilment	Remarks
IV.2.4. The number of non-executive directorsthat meet the independence requirementsshould be plural, and may not be lessthan one third of the total number of nonexecutive directors. For the purposes of thisrecommendation, independent persons aredefined as those not associated with anyspecific interest group at the company, norunder any circumstances that may affect theirexemption from analysis or decision, namelybecause of:i. Having held a position on any companyboard, on a consecutive or non-consecutivebasis, for more than twelve years, with thistime period calculated regardless of whetherit coincides with the end of the term of office;ii. Having been an employee at the companyor at a company in a control or grouprelationship within the past three years;iii. Having, in the past three years, providedservices or established a significantcommercial relationship with the companyor a company with which it is in a controlor group relationship, either directly or as apartner, board member, manager or directorof a legal entity;iv. Receiving remuneration paid by thecompany or by a company with which it is ina control or group relationship, besides theremuneration arising from performing theduties of director;v. Living with a partner or a spouse, relativeor any first degree next of kin and up to andincluding the third degree of collateral affinityof directors of the company, directors of alegal person with a qualified holding in thecompany or natural persons with direct orindirect qualified holdings;vi. Being a qualifying shareholder orrepresentative of a qualifying shareholder.	No	Point 18In view of the company's size, its needfor agility and efficient management, itsshareholder structure and respective freefloat, its various levels of internal control(including supervisory boards completelycomprised of persons independent from themanagement and qualified shareholders,with the important note that, under the AngloSaxon corporate governance model previouslyin effect at the company, only those directorswith positions on the Auditing Committeewere independent), and the vast set of optionsbenefiting shareholder participation and theexercising of rights, Novabase does not believethat independent directors are needed toensure the protection of the interests of allstakeholders.
IV.2.5. The provisions of paragraph (i) of theabove recommendation shall not impair thequalification of a new director as independentif, between the termination of his/her dutiesat any company board and his/her newdesignation, at least three years have elapsed(cooling-off period).	N.A.	N.A.

Recommendation	Fulfilment	Remarks
Chapter V. OVERSIGHT
Principles:
V.A. The supervisory board constantly oversees the company's management including, from a preventivestandpoint as well, monitoring the company's activities and, in particular, decisions of central importance to thecompany and the full achievement of its corporate purpose.
V.B. The composition of the supervisory board affords the company with balanced, proper diversity in terms ofexpertise, knowledge and professional backgrounds
V.1(1). In accordance with the powersentrusted to it by law, the supervisory boardhas knowledge of strategic guidelines, prior totheir final approval by the managing board.	No	There is currently no procedure allowing theAudit Board to give its opinion on these issuesprior to their final approval by the Board ofDirectors.Nonetheless, pursuant to its regulations, theAudit Board has the power to evaluate the riskmanagement done by the Board of Directorsand give its opinion on the working plans andresources allocated to control services.With regard to monitoring, assessing andgiving an opinion on the company's strategicguidelines, Novabase believes this functionis achieved through the Audit Board'soversight of the risk management system,which inevitably includes overseeing therisks assumed by the company vis-à-visstrategic guidelines in place. In view of theAudit Board's supervisory and oversightfunction, Novabase believes that thisboard's involvement in matters involving thecompany's strategic guidelines should belimited.
V.1(2). In accordance with the powersentrusted to it by law, the supervisory boardevaluates and gives its opinion on the riskpolicy, prior to its final approval by themanaging board.	No	Idem
V.2(1). The number of members of thesupervisory board should be suited to thecompany's size and the complexity of itsbusiness risks, but sufficient to effectivelyensure the functions entrusted to them,and the corporate governance report shouldinclude an assessment the committee'sadequacy. The same applies to the number ofmembers of the financial matters committee.	Yes	Point 32
V.2(2). The same applies to the number ofmembers of the financial matters committee.	N.A.	N.A.

Recommendation	Fulfilment	Remarks
Chapter VI. PERFORMANCE EVALUATION, REMUNERATION AND APPOINTMENTS
VI.1. Annual performance evaluation
Principle:
VI.1.A. The company evaluates the performance of the executive board and its individual members, together withthe overall performance of the managing board and its specialized committees.
VI.1.1(1). The managing board – or committeewith competencies in this regard, comprisedof a majority of non-executive members –evaluates its performance each year, bearingin mind fulfilment of the company's strategicplan and budget, the management of risks,its internal operation and each member'scontribution in this regard, together withrelationships between the company's boardsand committees.	Yes	Points 24 and 25
VI.1.1(2). The same applies to theperformance of the executive committee/executive directors.	Yes	Points 24 and 25
VI.1.1(3). The same applies to theperformance of the company's committees.	N.A.	There are no internal committees within themanaging board.
VI.2. Remuneration
Principles:
VI.2.A. The remuneration policy for members of the managing and supervisory boards should allow the companyto attract qualified professionals, at a cost economically justified by the situation, align its interests with those ofshareholders — taking into account the wealth actually created by the company, its economic position and thatof the market — and build a company culture which is professional and sustainable, and promotes merit andtransparency.
VI.2.B. Given that the position of director is, by nature, a remunerated position, directors should receiveremuneration:
i) which adequately reciprocates the responsibilities assumed, availability and expertise made available to thecompany;
ii) which ensures that actions are aligned with long-term shareholder interests, promoting the company'ssustainability; and
iii) which rewards performance.

Recommendation	Fulfilment	Remarks
VI.2.1. The company establishes aremuneration committee, whose compositionensures independence vis-à-vis themanagement; said committee may be theremuneration committee referred to in article399 of the Commercial Companies Code.	Yes	Points 66 and 67
VI.2.2. The determination of remuneration formembers of the managing and supervisoryboards and the company's committeesis the responsibility of the RemunerationCommittee, or the General Meeting ofShareholders by proposal of this committee.	Yes	Points 66 and 67
VI.2.3. In its corporate governance report orremuneration report, the company disclosesthe termination of service of members of thecompany's boards or committees, specifyingthe amounts of all of the company's chargesrelated to the termination of service, on anybasis, in the year in question.	Yes	Point 80
VI.2.4. With a view to providing informationand clarifications to shareholders, thechairperson or other member of theremuneration committee should attend theannual General Meeting of Shareholdersand any other meetings whose agendaincludes matters related to the remunerationof members of the company's boards andcommittees, or when such attendance hasbeen requested by shareholders.	Yes	Point 67The Chairperson of Novabase's RemunerationCommittee was present at the 2025 annualGeneral Meeting of Shareholders, viatelematic means, to provide information andclarifications to shareholders.
VI.2.5. Within the company's budgetary limits,the remuneration committee may freelydecide on the company's hiring of consultingservices, as needed or convenient for carryingout its duties.	Yes	Point 67Novabase's Remuneration Committee actswith complete autonomy, and may freelydecide on Novabase's hiring of consultingservices, as needed or convenient for carryingout its duties.The Remuneration Committee did not employany natural or legal person to support it inperforming these duties.
VI.2.6. The remuneration committee ensuresthat these services are provided in anindependent manner.	Yes	Point 67
VI.2.7. The providers of these services willnot be hired, by the company itself or by othercompanies in a group or control relationshipwith it, to provide the company with any otherservices related to the responsibilities ofthe remuneration committee, without thiscommittee's express authorization.	Yes	Point 67

Recommendation	Fulfilment	Remarks
VI.2.8. With a view to aligning interestsbetween the company and executivedirectors, part of their remuneration isvariable, reflecting the company's sustainedperformance and discouraging theassumption of excessive risks.	Yes	Points 70 and 71
VI.2.9. A significant part of the variableremuneration component is partially deferredfor a period of not less than three years,associating it with sustainable performance,pursuant to the terms of the company'sremuneration policy.	Yes	Points 70, 72 and 74
VI.2.10. When variable remuneration includesoptions or other instruments directly orindirectly dependent on the value of shares,the start of the exercise period should bedeferred for at least three years.	Yes	Points 70 and 74Novabase stock options attributed underthe Plan for Options to Allot Shares maybe exercised once exactly two years aftertheir date of attribution (maturity date),notwithstanding the ability to exercise themexactly one year after their date of attribution,at which time the participant may exercise50% or 100% of the lot of options attributed tohim/her.Even so, it should be noted that the numberof Novabase shares to be attributed underthe plan, or the corresponding amountin cash under the net cash settlementoption, is dependent upon the price ofNovabase shares on the relevant dates forparticipants to exercise options, thus makingthis remuneration component conditionalupon the Novabase's continued positiveperformance.Furthermore, the shares representingNovabase's share capital corresponding to50% of the options which may be exercisedwill be retained by Novabase for threeyears following the exercise date, and theirownership will not be transferred to theparticipant until the end of this period,conditional upon Novabase's positiveperformance during this time.As such, Novabase believes that, even thoughthe options' exercise period is not deferredfor at least three years, this remunerationcomponent generally serves the company'slong-term interests, and discouragesexcessive risk assumption.

Recommendation	Fulfilment	Remarks
VI.2.11. The remuneration of non-executivedirectors does not include any componentwhose value is subject to the performance orthe value of the company.	No	Point 77No variable remuneration in cash was paid tothe Directors of Novabase S.G.P.S. in respectof performance for the 2025 financial year.During the 2025 financial year, share optionswere granted to the Chief Executive Officersand to Executive Directors with specificresponsibilities under the Novabase ShareOption Plan. These options were grantedby the Remuneration Committee, whichconsiders this to be an appropriate way toremunerate these members for the rolesperformed and the responsibilities inherentthereto, while at the same time reinforcingthe alignment of management's interestswith those of the Company in the mediumand long term, as well as its sustainability,taking into account the characteristics of thePlan. Accordingly, no variable remunerationwas paid or is due to Directors who do notperform any executive functions within theCompany, and therefore the recommendationis considered to have been complied with.
VI.3. Appointments
Principle:VI.3.A. Regardless of their means of designation, knowledge, experience, professional background and availability,members of the company's boards and management should be suited to the duties to be performed.
VI.3.1. Pursuant to terms deemed adequateand by demonstrable means, the companyensures that proposals for the electionof company board members include ajustification of each applicant's suitability visà-vis the duties to be performed.	No	Point 16Proposals for the election of companyboard members submitted to the GeneralMeeting of Shareholders were, generallyspeaking, accompanied by the academicand professional background of each of thecandidates, demonstrating their academicand professional skills, professionalexperience and past or current key positions,which Novabase believes demonstratesthe suitability of the profile, knowledge andbackground vis-à-vis the duties in question.These CVs are available at all times atNovabase's website.
VI.3.2. The appointment committee forcorporate board members includes a majorityof independent directors.	N.A.	Since the company has no appointmentcommittee, this recommendation does notapply to Novabase.

Recommendation	Fulfilment	Remarks
VI.3.3. Unless not justified by the company'ssize, the function of monitoring andsupporting management staff appointmentsshould be allocated to an appointmentcommittee.	No	Given the low number of directors (nine,including two executive members and twomembers with special responsibilities),the company's size and shareholderstructure represented in the managingboard, Novabase has no appointmentcommittee with the powers of monitoring andsupporting management staff appointments.Furthermore, within the context of Novabase'scorporate governance model, its variouscorporate boards contribute towards thisfunction: the Board of Directors is responsiblefor determining the composition of theExecutive Committee, or the delegation ofpowers to the managing directors, and theassigned spheres of responsibility, the AuditBoard is charged with hiring the StatutoryAuditor and, finally, the General Meeting ofShareholders has the final say in electingmembers of the corporate boards.
VI.3.4. The appointment committee formanagement staff provides its terms ofreference and promotes, to the extent of itspowers, the use of transparent selectionprocesses with effective means of identifyingpotential applicants, proposing those thathave the most merit, are best suited tothe position's requirements and afford theorganization with sufficient diversity, includingwith regard to equality between men andwomen.	N.A.	Since the company has no appointmentcommittee, this recommendation doesnot apply to Novabase. Even so, bearingin mind the growing importance of equalopportunities, together with the corporateunderstanding of diversity's role incontributing towards improved performanceand competitiveness, Novabase approveda diversity policy for its managing andsupervisory boards so as to better matchapplicants to the demands of their positionsand foster diversity in these boards. Moreinformation on this topic can be found in point16.

Chapter VII. INTERNAL CONTROL

Principle:

VII.A. Based on its medium and long-term strategy, the company has an internal control system including the functions of risk management and control, compliance and internal auditing to foresee and minimize the risks inherent to its business.

Recommendation	Fulfilment	Remarks
VII.1.1(1). The managing board discusses andapproves the strategic plan	Yes	Points 50 and 54On 13 December 2018, Novabase's Board ofDirectors approved a formal risk policy for thecompany.In the wake of in-depth strategic reflectionbeginning in 2018 on the company's future,in 2019 the Board of Directors decided toapprove an updated strategy for 2019 andbeyond (2019+ Strategic Update), whose keyfeatures were announced to the market on 25July 2019.The principles of this policy have been definedand implemented by Novabase's Board ofDirectors, namely with regard to determiningacceptable risk levels.
VII.1.1(2). The managing board discussesand approves the company's risk policy,including the setting of limits with regard torisk exposure.	No	Although no specific goals have been set forrisk exposure as recommended by the code,Novabase's Board of Directors approveda formal risk policy for the company on 13December 2018.
VII.2. The company has a specializedcommittee, or a committee comprised ofspecialists in the area of risk, that reportsregularly to the managing board.	Yes	Point 50 and 51In view of the company's size, Novabasedoes not have a specialized committee inthe area of risk. However, the position ofChief Risk Officer ("CRO") has been createdat Novabase. Internal auditing areas andareas that ensure compliance with normsapplicable to the company (complianceservices) report to the CRO with regardto risk prevention and management. TheCRO is responsible for reporting to theChairperson of the Board of Directors, withregular meetings between the CRO and theChairperson of the Board of Directors, andbetween the CRO and the Audit Board.The Audit Board, as a supervisory body,monitors the activity of the external auditors,and may assess annual internal auditingplans, obtaining information about theactions performed by this team and providingan opinion regarding its conclusions.In this context, this board also has powersinvolving the assessment of sufficientinternal control mechanisms in order tounderstand and manage the inherent risks ofNovabase's operations, suggesting policiesand procedures to the Board of Directorsto achieve these goals and refine thesemechanisms.

Recommendation	Fulfilment	Remarks
VII.3. The supervisory board organizes itselfinternally, implementing periodic controlprocedures and mechanisms to ensure thatthe risks actually taken by the company areconsistent with the managing board's goals.	Yes	Points 33 and 51As mentioned above, the position of ChiefRisk Officer ("CRO") has been createdat Novabase. Internal auditing areas andareas that ensure compliance with normsapplicable to the company (complianceservices) report to the CRO with regardto risk prevention and management. TheCRO is responsible for reporting to theChairperson of the Board of Directors, withregular meetings between the CRO and theChairperson of the Board of Directors, andbetween the CRO and the Audit Board.In addition, the Audit Board has variouspowers in the area of risks (such as managingrisks associated with the company'soperations, risk assessment, identifyingor resolving conflicts of interest, detectingpotential irregularities and suggesting thatthe Board of Directors adopt policies andprocedures to achieve these goals and refinethese mechanisms).
VII.4. The internal control system, includingthe functions of risk management,compliance and internal auditing, isstructured appropriately to the company'ssize and the complexity of the risksassociated with its business; the supervisoryboard should evaluate it and, within the scopeof its powers of overseeing the efficacy of thesystem, propose the adjustments deemednecessary.	Yes	Points 50 and 51
VII.5. The company establishes proceduresfor overseeing, periodically evaluatingand adjusting the internal control system,including an annual assessment of the degreeof internal compliance and the performanceof the system, including from the standpointof changing the previously defined riskframework.	Yes	Points 50 and 54
VII.6(1). Based on its risk policy, the companyhas a risk management function, identifying(i) the main risks to which it is exposed in itsbusiness,	Yes	Point 54
(ii) the likelihood of their occurrence andrespective impacts,	Yes	Point 54
(iii) instruments and measures to mitigatethem, and	Yes	Point 53

Recommendation	Fulfilment	Remarks
(iv) procedures for monitoring them.	Yes	Point 54
VII.7. The company has processes to collateand process data related to environmentaland social sustainability, in order to alertthe managing board of potential risks beingincurred by the company and proposestrategies to mitigate them.	Yes	Point 53, sub-paragraph j) and 2025Sustainability Statement.
VII.8. The company clarifies how climatechange is viewed at the organization and themeans by which it weighs up the analysis ofclimate risk in its decision-making processes.	Yes	Point 53, sub-paragraph j) and 2025Sustainability Statement.
VII.9. In its corporate governance report, thecompany clarifies the terms under whichartificial intelligence mechanisms have beenused in the decision-making of corporateboards.	Yes	No artificial intelligence mechanisms areused in the decision-making of corporateboards.
VII.10. The supervisory board gives its opinionon the working plans and resources allocatedto the services of the internal control system,including the functions of risk management,compliance and internal auditing, with theability to propose the adjustments deemednecessary.	Yes	Article 1, paragraph 4, sub-paragraph b) of theAudit Board's Internal Regulations.
VII.11. The supervisory board receives thereports produced by internal control services,including the functions of risk management,compliance and internal auditing, at least inthe case of matters related to the provision ofaccounts, identifying or resolving conflicts ofinterest and detecting potential irregularities.	Yes	Idem.
Chapter VIII. INFORMATION AND STATUTORY AUDITING
VIII.1. Information

Principles:

VIII.1.A. The supervisory board, in an independent and diligent manner, ensures that the managing board fulfils its responsibilities in choosing policies, adopting appropriate accounting criteria and establishing adequate systems for financial reporting and sustainability, including risk management, compliance and internal auditing.

**VIII.1.B.**The supervisory board properly coordinates internal auditing work with the legal review of the accounts.

Recommendation	Fulfilment	Remarks
VIII.1.1. The supervisory board's regulationsrequire this board to oversee the adequacyof the process for preparing and disclosingfinancial information by the managingboard, including the suitability of accountingpolicies, estimates, judgements, relevantdisclosures and their consistent applicationbetween years, in a duly documented andproperly communicated manner.	No	Point 33 b)
VIII.2. Legal account review and oversight
Principle:
VIII.2.A. The supervisory board is responsible for establishing and monitoring formal, clear and transparentprocedures with regard to the company relationship with the statutory auditor, and with regard to overseeing thestatutory auditor's fulfilment of rules for independence, as required by law and professional standards.
VIII.2.1. The supervisory board determines,through regulations and in accordancewith the applicable legal scheme, oversightprocedures aimed at ensuring theindependence of the statutory auditor.	Yes	Point 33 b)
VIII.2.2(1). The supervisory board is the mainspokesperson of the company's statutoryauditor and the first recipient of the relevantreports	Yes	Point 33 b)
VIII.2.2(2). and is responsible for proposingrelevant remuneration and ensuring that theproper conditions for the provision of servicesare provided within the company.	Yes	Point 33 b)
VIII.2.3. The supervisory board annuallyevaluates the work done by the statutoryauditor, including its independence andsuitability to perform its duties, proposingto the competent body that it be dismissed,or that its service provision agreement beterminated, whenever there are justifiedgrounds for this purpose.	Yes	Point 33 b)

3. Other information

The company should provide any additional information or items not addressed in the above points and relevant to understanding the governance model and practices used.

REMUNERATION REPORT FROM THE NOVABASE BOARD OF DIRECTORS

The Board of Directors of Novabase, SGPS, S.A. ("Novabase" or "Company") hereby approves and endorses this report on the remuneration of members of Novabase's Board of Directors, Audit Board and Statutory Auditor, pursuant to and for the purposes of Article 26-G of the Securities Code and in accordance with the provisions of the Remuneration Policy for members of Novabase's managing and supervisory boards, approved at the General Meeting of Shareholders dated 22 May 2025 ("Remuneration Policy"). This report has been prepared with the support of the Company's Remuneration Committee.

The Board of Directors believes that the remuneration policy for members of Novabase's managing and supervisory boards should be clear and comprehensive, and contribute towards Novabase's business strategy, longterm interests and sustainability.

I. Total remuneration broken down by different components, including relative proportions of fixed and variable remuneration

The total remuneration received by members of Novabase's Board of Directors and Audit Board in the 2025 financial year, broken down according to different applicable components in the case of members of the Board of Directors, is available for consultation, respectively, in points 77 and 81 of the Corporate Governance Report for this same year, to which this report has been attached ("Corporate Governance Report").

Total 2025 remuneration	€ 3,102,444.07
Total remuneration paid to members of the Audit Board in 20252	€ 33,750.00 €
Total deferred remuneration paid in 2025 to members of the Boardof Directors whose positions ended in the 2021 General Meeting ofShareholders (fixed component + variable components)	€ 0
Total remuneration paid in 2025 to members of the Board of Directorswhose positions ended in the 2025 General Meeting of Shareholders(fixed component + variable components)	€ 0
Total remuneration paid in 2025 to members of the Board of Directorselected in the 2024 General Meeting of Shareholders (fixed component +variable components1)	€ 3,068,694.07

1 Includes amount for the exercising of options, as described in point 77 of the Corporate Governance Report.

2 The total amount allocated was €27,150.00, which differs from the amount paid due to the time gap between the dates of service provision and payment dates.

In 2025, director Rita Wrem Viana Branquinho Lobo Carvalho Rosado received amounts through other group companies for the position of Head of Legal of the Novabase Group, which she continued to hold after the election of the 2024 General Meeting of Shareholders. In addition, director Francisco Paulo Figueiredo Morais Antunes received amounts paid by Novabase Consulting S.G.P.S., S.A., a company directly and fully owned by Novabase – S.G.P.S., S.A., and director Álvaro José da Silva Ferreira also received amounts paid by Celfocus Arabia, a company 90.4% owned (indirectly) by Novabase S.G.P.S., S.A. All of these amounts are included in the above table, and are also listed in point 78 of the Corporate Governance Report.

In 2025, an additional amount of €21,441.60 was paid to the 2025 acting members of the Board of Directors in meal allowances.

With regard to non-monetary benefits, as stated in the Remuneration Policy, non-monetary supplementary

benefits may be attributed to members of Novabase's managing board, per terms and conditions to be decided by the Remuneration Committee, which may include insurance (health, life, D&O and occupational accidents, including while travelling), company vehicles and cell phones, and other non-monetary benefits, as decided by the Remuneration Committee.

In 2025, the Remuneration Committee decided to award the following to members of the Board of Directors:

• (i) at the director's discretion, the ability to use a company vehicle, within the legal framework in force;
• (ii) additional health insurance to supplement the existing health insurance, including, in general terms, regular check-ups and international care with broad coverage.

The total value of these benefits over the course of 2025 was €35,229.34. As such, these benefits are relatively minor compared to their total remuneration, accounting for around 2% of the total remuneration cost.

II. Contextualization of remuneration vis-à-vis the Remuneration Policy

The remuneration structure for directors consists of a fixed component and, where applicable, a variable component, with an appropriate proportionality between the two, as detailed above.

Fixed remuneration amounts for Novabase's directors were decided by the Remuneration Committee in a meeting dated 28 May 2025, and are paid in 12 monthly instalments. In its determination, the Remuneration Committee took into account, on the one hand, their know-how and experience, the nature of their duties, the responsibilities assumed by each director and, where applicable, the management duties performed and, on the other hand, market practices for comparable responsibilities.

With regard to the variable component of remuneration in cash, when determining the variable remuneration to be given to directors for their performance in 2024, the Remuneration Committee unanimously decided that, in 2025, all variable remuneration will be granted via plans based on securities of Novabase SGPS, namely participation in the Plan for Options to Allot Company Shares ("Stock Option Plan") approved in the General Meeting of Shareholders of 26 September 2019.

The Remuneration Committee believed that allocating variable remuneration to managing directors and directors with special responsibilities, via participation in the Stock Option Plan, is an appropriate means for remunerating these members for the duties performed and associated responsibilities, while simultaneously reinforcing an alignment between the interests of the management and the Company, in the medium and long term, together with their sustainability, in view of the characteristics of the Stock Option Plan.

The company's results in 2024 bear out a competent and sustained execution of its strategy, with the main business indicators showing positive performance, notably:

• Financial

• 1% growth in Turnover, influenced by the context of mounting international uncertainty, in line with the performance other key players.
• Despite this marginal business growth, the total EBITDA was up 20% (29% in the Next-Gen Segment), reaching 12.2%, and surpassing the double-digit percentage profitability target set in the 2019 strategic plan.
• 86% reduction in Net Income, from €47.1 million to €6.4 million, due to the capital gain from the sale of the Neotalent business in 2023 (with an impact of €44.0 million on Earnings from Discontinued Operations for that year).
• Earnings from Continuing Operations (which purge this extraordinary effect) were up 94%.
• €11 million reduction in Net Cash, due to shareholder remuneration and working capital investments.

• Shareholder remuneration

• Total shareholder return of 43%, clearly above the company's benchmark indices of -12% for the PSI All-Share and 12% for the EuroStoxx Technology.
• The cumulative return over the last two years was 103%, compared to -8% and 48% for the benchmarks, respectively.
• Payment of the company's highest dividend ever €1.79 per share with the option of remuneration in kind, accepted by 80% of shareholders.

• Strategy, Governance and Sustainability

• Restructuring of the Next-Gen segment in late 2024 to strengthen the customer focus and improve operational efficiency in 2025.
• Substantial reduction in employee turnover, from 18% to 10% over the past two years, through measures such as bolstering wage competitiveness and improving messaging about the differentiating factors of Novabase's value proposition for talent.
• Effective functioning of all corporate boards, particularly the Board of Directors and managing directors with special responsibilities, through their focus on strategy execution and sustainable value creation.
• Appropriate diversity of skills, experience and gender in our corporate boards, particularly the Board of Directors.
• Resilience in operations and in the business, despite the uncertain macroeconomic context, sustained by the competitiveness of our products and services, the experience of our teams and the flexibility of our hybrid work model.
• Continued improvement of the risk profile of customers and regions.
• Positive developments in ESG indicators, with updated multi-annual objectives (further details are available in the respective sections of the company's 2024 Annual Report and Accounts).

No director received deferred variable remuneration from previous years in 2025.

With regard to variable remuneration awarded in 2025 to managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira, and to directors with special responsibilities María del Carmen Gil Marín and Francisco Paulo Figueiredo Morais Antunes, the Remuneration Committee unanimously decided to award these directors a total of 317,500 company stock options, distributed as detailed in point V. below.

Given that the number of Novabase shares to be attributed under the Stock Option Plan, or the corresponding amount in cash under the net cash settlement option, is dependent upon the price of Novabase shares on the relevant dates for its participants to exercise options, note that this remuneration component is conditional upon the company's continued positive performance.

Furthermore, the shares representing Novabase's share capital corresponding to 50% of the options which may be exercised by the participant will be retained by Novabase for three years following the exercise date, and their ownership will not be transferred to the participant until the end of this period, conditional upon Novabase's positive performance during this time.

The main terms and conditions of the Stock Option Plan are described in points 70 and 74 of the Corporate Governance Report.

The remuneration of Audit Board members follows a strict model in that it consists of a fixed annual remuneration, with no provision for any kind of variable remuneration, in accordance with the law.

The Statutory Auditor is remunerated in accordance with normal market practices and conditions for the type of services in question, per the service agreement entered into with the Statutory Auditor following a proposal for this purpose by the Company's Audit Board.

In this regard, the total remuneration is deemed to be in compliance with Novabase's Remuneration Policy, contributing towards the Company's long-term performance, in view of the above-mentioned determination criteria and means of remuneration deferral.

III. Annual variations in remuneration, Company performance and average employee remuneration

Changes in compensation for the corporate boards compared to that of other employees is shown in the graphs below. The variations shown reflect the Remuneration Policy created in accordance with applicable legislation, namely Article 26-C of the Securities Code, and Novabase's characteristics, the sectors where it does business and, in particular, Novabase's current ongoing situation of redefinition and internal strategic updating aimed at repositioning the Company in certain sectors with the ultimate goal of creating more value for Novabase shareholders in the medium and long term.

Both the variations in the compensation of members of the Board of Directors and of employees have an upward trend over the years, which in turn have a positive correlation with developments in the Company's Turnover and Consolidated Net Profit. In 2023, Novabase announced the sale of its IT Staffing business, having discontinued its operations in this year. For reasons of comparison, the 2022 amounts were readjusted, being comparable with those of subsequent years but not with the years preceding 2022, as shown in the graph of changes in turnover below. 2025 saw a slight increase in average employee compensation, while the average compensation of members of the Board of Directors fell slightly. As regards members of the Audit Board, the sharp decline in their average remuneration in 2025 is merely a reflection of the time gap between the dates of service provision and payment dates relating to remuneration for 2023 (already paid in 2024).

Average total remuneration* of members of the Board of Directors

* Total remuneration refers to fixed and variable remuneration processed each year. Note that, from 2023 onwards, all members of the Board of Directors exercised their options under the Stock Option Plan, which had not occurred in previous years.

Average total remuneration of members of the Audit Board

Number of members of the Audit Board

Average total remuneration* of employees (excluding members of the Board of Directors and Audit Board)

Average number of employees (exc. members of the Board of Directors and Audit Board)

* Total remuneration refers to fixed and variable remuneration. To calculate the average employee remuneration, personnel costs for each year were considered, minus costs relating to corporate boards (Board of Directors and Audit Board). Amounts from 2022 onwards do not include the IT Staffing business, which was discontinued in the fourth quarter of 2023. The amounts from 2022 onwards are thus inter-comparable.

Turnover (millions of euros)

Turnover figures from 2022 onwards do not include the IT Staffing business, which was discontinued in the fourth quarter of 2023. The amounts from 2022 onwards are thus inter-comparable.

Net profit (millions of euros)

The 2023 Net Profit reflects an increase of €38.4 million compared to 2022 in discontinued operations, due to the €39.8 million gain from the sale of the IT Staffing business.

IV. Remuneration originating from companies belonging to the same group, as defined in Article 2(1)(g) of Decree Law 158/2009 of 13 July

Generally speaking, Novabase's directors and Audit Board members are paid only by this entity, and receive no other remuneration from any other company in a group or control relationship with Novabase, nor from any company subject to shared control with Novabase, except for the remuneration paid by Celfocus, S.A., a company owned indirectly by Novabase, to director Rita Wrem Viana Branquinho Lobo Carvalho Rosado for the position of Head of Legal of the Novabase Group in 2025, before and after her respective appointment as a director, which is done under a service provision agreement. In addition, director Francisco Paulo Figueiredo Morais Antunes received amounts paid by Novabase Consulting S.G.P.S., S.A., a company directly and fully owned by Novabase – S.G.P.S., S.A., and director Álvaro José da Silva Ferreira also received amounts paid by Celfocus Arabia, a company 90.4% owned (indirectly) by Novabase S.G.P.S., S.A. All of these amounts are listed in the point 78 of the Corporate Governance Report.

V. Number of shares and share options awarded or offered, and the main conditions for exercising rights, including the exercise date and price and any amendments to these conditions

Per the terms and conditions of Novabase's Remuneration Policy, the variable remuneration of Novabase directors can be comprised of the following components: (i) annual variable remuneration in cash tied to Novabase's performance, among other factors as described below, and (ii) participation in the Stock Option Plan.

The main terms and conditions of the Stock Option Plan are described in points 70 and 74 of the Corporate Governance Report.

On 28 May 2025, the Remuneration Committee unanimously decided to make managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira and directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín participants in the Stock Option Plan, and to award them the following company stock options, with an adjusted strike price of €-0.7494 per share:

• Luís Paulo Cardoso Salvado 125,000 stock options;
• Álvaro José da Silva Ferreira 125,000 stock options;
• Francisco Paulo Figueiredo Morais Antunes 37,500 stock options;
• María del Carmen Gil Marín 30,000 stock options.

Pursuant to the plan's regulations, the options attributed under the contractual agreement signed with these participants on 2 June 2025 comprised a single batch, which may be exercised once exactly two years after their date of attribution (i.e. 1 June 2027) (maturity date), notwithstanding the ability to exercise them exactly one year later (i.e. 1 June 2026).

VI. Possibility of requesting reimbursement of variable remuneration

The Remuneration Policy has no mechanisms regulating the possibility of requesting reimbursement for the variable remuneration received by Novabase directors. Even so, and as provided for in this policy, insofar as Novabase's performance is one of the criteria for determining the variable remuneration of managing board members, any downgrading in performance may justify limits upon this remuneration, in view of the specific circumstances, per terms and conditions to be decided by the Remuneration Committee.

VII. Information on any deviations from the approved remuneration policy and on applicable derogations, including an explanation of the exceptional circumstances and specific items subject to derogation

Over the course of 2025 and since the Remuneration Policy entered into effect, there have been no deviations from the procedure for applying the Remuneration Policy or any derogations from that policy.

29 April 2026

The Novabase Board of Directors

REMUNERATION COMMITTEE REPORT

The Novabase SGPS Remuneration Committee held one meeting in the 2025 financial year, on 28 May, at the company's registered office.

This Remuneration Committee is comprised of Dr. Francisco Luís Murteira Nabo (Chairperson) and members Dr. Pedro Rebelo de Sousa and João Quadros Saldanha. All members were in attendance at the abovementioned meeting.

The Remuneration Committee's work was framed this year by that stipulated in the corporate board remuneration policies approved by the General Meeting of Shareholders.

This report summarizes the decisions taken by the Remuneration Committee during the 2025 financial year.

For the record, the Remuneration Committee also notes that, over the course of 2025 and since the Remuneration Policy (as defined below) entered into effect, there have been no deviations from the procedure for applying the Remuneration Policy or any derogations from that policy.

Preliminary note:

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The Remuneration Committee would like to begin by clarifying, as usual, that the decisions on variable remuneration included in this report involve decisions taken by this committee in 2025, and thus relate to the performance of directors in 2024.

Following this preliminary note, below is a summary of the decisions taken by the Remuneration Committee.

At this meeting, prior to proceeding with the agenda, the Chairperson of the Remuneration Committee began by saying that the Novabase SGPS General Meeting of Shareholders, held on 22 May 2025, approved the Remuneration Policy for Members of the Novabase SGPS Managing and Supervisory Boards ("Remuneration Policy"), pursuant to and for the purposes of Article 26-A and following of the Securities Code, as amended by Law no. 99-A/2021 of 31 December, and as proposed by this Remuneration Committee pursuant to the resolution proposal dated 30 April 2025.

The Remuneration Policy, available at the company's website, entered into effect on the date of its approval by the Novabase SGPS General Meeting of Shareholders. Since this time, the Remuneration Committee has been tasked with determining the remuneration of members of Novabase's corporate boards per the provisions of this policy, together with supervising and monitoring its application and compliance with it.

In this regard, decisions taken regarding remuneration to be received in 2025 by members of Novabase SGPS' managing and supervisory boards are in compliance with the approved Remuneration Policy.

Remuneration of members of the Board of the General Meeting of Shareholders of Novabase SGPS for 2025

The decision was made to remunerate members of the Board according to their attendance at each General Meeting of Shareholders. For the Chairperson, the amount is set at €3,250 (three thousand, two hundred and fifty euros), and for the Secretary, it is €2,250 (two thousand, two hundred and fifty euros). These amounts were not adjusted in comparison to the previous year. The decisions in question were taken unanimously.

Fixed remuneration of Novabase SGPS Directors for 2025

The Board of Directors meeting held on 22 May 2024 decided to delegate the day-to-day running of Novabase SGPS to managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira. At this same meeting, the decision was also made to grant special responsibilities to director Francisco Paulo Figueiredo Morais Antunes, pursuant to and for the purposes of Article 407(1) of the Commercial Companies Code, having decided that this director will be responsible for the areas of finance, taxes and taxation (Chief Financial Officer), legal and logistics, and to grant special responsibilities to director María Del Carmen Gil Marín, pursuant to and for the purposes of Article 407(1) of the Commercial Companies Code, having decided that this director will be responsible for the area of business related to Novabase Capital, and for the areas of investor relations, marketing and communications, and information technology (IT).

Thus, it was unanimously decided to set the following gross annual amounts for each member of the Board of Directors, to be paid in 12 monthly instalments, reflecting the nature of their duties and respective responsibilities, as well as the context described above:

• Luís Paulo Cardoso Salvado (Chairperson of the Board of Directors / CEO / managing director) €351,000 (three hundred and fifty-one thousand euros);
• Álvaro José da Silva Ferreira (managing director) €345,000 (three hundred and forty-five thousand euros);
• Dr. Francisco Paulo Figueiredo Morais Antunes (director with special responsibilities) €195,000 (one hundred and ninety-five thousand euros);
• María del Carmen Gil Marín (non-executive director with special responsibilities) €156,000 (one hundred and fifty-six thousand euros);
• Dr. Rita Wrem Viana Branquinho Lobo Carvalho Rosado (non-executive director) €21,675 (twentyone thousand, six hundred and seventy-five euros);
• José Afonso Oom Ferreira de Sousa (non-executive director) €45,500 (forty-five thousand, five hundred euros);
• Dr. Pedro Miguel Quinteiro Marques de Carvalho (non-executive director) €45,500 (forty-five thousand, five hundred euros);
• Dr. Madalena Paz Ferreira Perestrelo de Oliveira (non-executive director) €45,500 (forty-five thousand, five hundred euros);
• Dr. Benito Vázquez Blanco (non-executive director) €45,500 (forty-five thousand, five hundred euros).

These figures remain unchanged from those previously decided by this committee for the term of office beginning on 22 May 2024, totalling €1,250,675.

The Chairperson of the Remuneration Committee reported that he had been informed by the Chairperson of the Board of Directors, Luís Paulo Salvado, that within the scope of establishing a subsidiary in Saudi Arabia, director Álvaro José da Silva Ferreira, in view of his executive duties at Novabase SGPS SA, had been appointed General Manager of the subsidiary for operational purposes. Pursuant to local legislation, an employment agreement with the local entity is required to perform the duties of General Manager, effective as of the issue date of the residence permit for this purpose in that territory. In addition, the individual in question must be remunerated by the subsidiary for these duties. Accordingly, the operational decision taken was to offer remuneration of SAR 2,551/month (approximately €600/month) between January and April, with the minimum remuneration provided for under Saudi Arabian law, SAR 400/month (approximately €95/month) applicable from May onwards. In total, this option corresponds to SAR 13,404 for 2025, equivalent to approximately €3,160 at the exchange rate on the date of this decision. This amount is in addition to the remuneration attributed in the previous paragraph for his executive duties as Managing Director of Novabase SGPS SA.

Except for the situation referred to in the above paragraph and the one described below, the remuneration amounts shown above correspond to total combined amounts, even when paid by different Novabase Group companies. The second exception is for director Rita Wrem Viana Branquinho Lobo Carvalho Rosado who, as already stated at Novabase's annual General Meeting of Shareholders dated 25 May 2021, has been performing (and will continue to perform) legal functions at a group subsidiary, maintaining the terms and conditions in force.

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Retirement supplements for directors associated with the fixed remuneration component

In view of the current macroeconomic backdrop and the medium and long-term outlook for the nation's economy, which will continue to face major difficulties from the burden of public and private foreign debt, compounded in the short term by substantial demographic pressure that will accentuate the risk to pension systems' viability and sustainability (both domestic and European), it will be prudent practice – and therefore has been unanimously resolved – to channel 20% (twenty per cent) of the funds allocated as fixed remuneration in point two above to each director with executive duties or special responsibilities, as applicable (namely Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira, María del Carmen Gil Marín and Francisco Paulo Figueiredo Morais Antunes), to reinforce capitalization insurance contributions currently in effect at the company, substituting payment of that part of fixed remuneration, pursuant to Clause 5 of the Remuneration Policy.

Variable remuneration of Novabase SGPS directors relating to performance in the 2024 financial year ended

Although we are past the five-year period covered by the company's plan announced in 2019 (2019+ Strategic Update), the strategy proposed therein remains valid and under implementation, as stated at Novabase's annual General Meeting of Shareholders held on 22 May 2025. Given this context, the Remuneration Committee unanimously decided that, in 2025, all variable remuneration will be granted via plans based on Novabase SGPS securities, namely participation in the Plan for Options to Allot Company Shares approved in the General Meeting of Shareholders of 26 September 2019.

As such, the total (short-term) variable remuneration in cash relating to the performance of Novabase SGPS directors in 2024 is €0 (zero euros), compared to €0 (zero euros) relating to their performance in 2023.

Decision on the allocation of options on company shares, pursuant to and in accordance with the Regulations of the Plan for Options to Allot Shares approved at the company's General Meeting of Shareholders held on 26 September 2019

The Remuneration Committee noted that, per the Remuneration Policy, the variable remuneration of members of Novabase SGPS' managing board may consist, in particular, of plans based on Novabase SGPS securities, namely participation in the Plan for Options to Allot Company Shares approved in the General Meeting of Shareholders dated 26 September 2019 ("Plan"), as well as the regulations of that plan ("Regulations") currently in force.

All capitalized terms not defined herein shall have the same meaning given to them in the Regulations.

Given the current socio-economic scenario, the Remuneration Committee believes that allocating variable remuneration to managing directors and directors with special responsibilities, via participation in the Plan, is an appropriate means for remunerating these members for the duties performed and associated responsibilities, while simultaneously reinforcing an alignment between the interests of the management and the company, in the medium and long term, together with their sustainability, in view of the characteristics of the Plan.

The company's results in 2024 reflect a competent execution of its strategy, with clear steps forward in streamlining operations and retaining talent, despite challenging market conditions. The following indicators are of particular note:

• Financial

  • 1% growth in Turnover, influenced by the context of mounting international uncertainty, in line with the performance other key players.
  • Despite this marginal business growth, the total EBITDA was up 20% (29% in the Next-Gen Segment), reaching 12.2%, and surpassing the double-digit percentage profitability target set in the 2019 strategic plan.

• 86% reduction in Net Income, from €47.1 million to €6.4 million, due to the capital gain from the sale of the Neotalent business in 2023 (with an impact of €44.0 million on Earnings from Discontinued Operations for that year).

• Earnings from Continuing Operations (which purge this extraordinary effect) were up 94%.

• €11 million reduction in Net Cash, due to shareholder remuneration and working capital investments.

• Shareholder remuneration

  • Total shareholder return of 43%, clearly above the company's benchmark indices of -12% for the PSI All-Share and 12% for the EuroStoxx Technology.
    • The cumulative return over the last two years was 103%, compared to -8% and 48% for the benchmarks, respectively.
  • Payment of the company's highest dividend ever €1.79 per share with the option of remuneration in kind, accepted by 80% of shareholders.

• Strategy, Governance and Sustainability

  • Restructuring of the Next-Gen segment in late 2024 to strengthen the customer focus and improve operational efficiency in 2025.
  • Substantial reduction in employee turnover, from 18% to 10% over the past two years, through measures such as bolstering wage competitiveness and improving messaging about the differentiating factors of Novabase's value proposition for talent.
  • Effective functioning of all corporate boards, particularly the Board of Directors and managing directors with special responsibilities, through their focus on strategy execution and sustainable value creation.
  • Appropriate diversity of skills, experience and gender in our corporate boards, particularly the Board of Directors.
  • Resilience in operations and in the business, despite the uncertain macroeconomic context, sustained by the competitiveness of our products and services, the experience of our teams and the flexibility of our hybrid work model.
  • Continued improvement of the risk profile of customers and regions.
  • Positive developments in ESG indicators, with updated multi-annual objectives (further details are available in the respective sections of the company's 2024 Annual Report and Accounts).

Therefore, and in view of the duties performed by Luís Paulo Cardoso Salvado, Chairperson of the Board of Directors, CEO and managing director, and by Álvaro José da Silva Ferreira, managing director and CEO of Celfocus, a subsidiary that currently accounts for virtually all of Novabase's business, as previously stated, both charged with the day-to-day running of the company, with the responsibility associated with such positions on a full-time basis, together with the duties and responsibilities assigned to directors Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, responsible for various areas relevant to the Novabase Group's business, the unanimous decision was made to attribute to these directors the following company stock options under the Regulations:

• Luís Paulo Cardoso Salvado 125,000 stock options;
• Álvaro José da Silva Ferreira 125,000 stock options;
• Francisco Paulo Figueiredo Morais Antunes 37,500 stock options;
• María del Carmen Gil Marín 30,000 stock options.

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Therefore, as in the previous financial year, a total of 317,500 options were allocated, with the respective date of attribution being 1 June 2025.

Any additional allocations of options to the same directors, depending on their contributions and performance in enhancing the company's value and executing its strategy, as well as to other directors, as applicable and pursuant to the Regulations of the Plan for Options to Allot Shares, are deferred to a future date.

Allocation of non-monetary supplementary benefits (fringe benefits) to members of the Board of Directors

In addition to the non-monetary supplementary benefits granted to members of the Board of Directors under remuneration practices in force at the Novabase Group and applicable to its employees (including health insurance and meal allowances), the Remuneration Committee decided to keep the same such benefits for the Board of Directors as decided by this committee in the previous year, namely: (i) a company car, with authorization to use it for personal as well as professional purposes, at the director's discretion, within the corresponding legal and tax framework, and (ii) additional health insurance to supplement directors' existing health insurance.

Remuneration of members of the Novabase SGPS Audit Board for 2025

Pursuant to Article 422-A of the Commercial Companies Code and the Remuneration Policy, the remuneration of members of supervisory boards must consist of a fixed amount. As such, the following fixed remuneration has been allocated for the 2025 financial year:

Álvaro José Barrigas do Nascimento (Chairperson) – €10,850 (ten thousand, eight hundred and fifty euros);

Fátima do Rosário Piteira Patinha Farinha – €8,150 (eight thousand, one hundred and fifty euros);

João Luís Correia Duque – €8,150 (eight thousand, one hundred and fifty euros).

These amounts were not adjusted in comparison to the previous year.

Remuneration of the Statutory Auditor for 2025

Pursuant to the Remuneration Policy, the unanimous decision was made to remunerate the Statutory Auditor in accordance with normal market practices and conditions for the type of services in question, per the service agreement entered into with the Statutory Auditor following a proposal for this purpose by the company's Audit Board.

Enforceability or unenforceability of payments for the dismissal or end of service of directors

In this regard, since the matter in question is already duly provided for and regulated by law, the unanimous decision was made to not grant the company's directors any entitlement to compensation or remedy beyond that provided for by law, nor establish any general prohibition on the company establishing such compensation in the future, if and when deemed appropriate.

Lisbon, 24 February 2026

The Remuneration Committee

Francisco Luís Murteira Nabo (Chairperson)

Pedro Rebelo de Sousa (Member)

João Quadros Saldanha (Member)

25

NOVABASE ACCOUNTS 2025

PDF/printed version of the financial statements.

In the event of conflict between this version and the ESEF version, the later version prevails.

2025 CONSOLIDATED FINANCIAL STATEMENTS

NOVABASE S.G.P.S., S.A.

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CONTENTS

	CONTENTS
I.	CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2025	5
	Consolidated Statement of Financial Position as at 31 December 2025	6
	Consolidated Statement of Profit or Loss for the year ended 31 December 2025	7
	Consolidated Statement of Comprehensive Income for the year ended 31 December 2025	8
	Consolidated Statement of Changes in Equity for the year ended 31 December 2025Consolidated Statement of Cash Flows for the year ended 31 December 2025	910
	Notes to the Consolidated Financial Statements for the year ended 31 December 2025	11
	Note 1.General information	11
	Note 2.Material accounting policies	11
	Note 3.Financial risk management policy	22
	Note 4.Critical accounting estimates and judgements	26
	Note 5.Segment informationNote 6.Companies included in consolidation	2729
	Note 7.Property, plant and equipment	30
	Note 8.Intangible assets	32
	Note 9.Financial assets at fair value through profit or loss	33
	Note 10.Deferred tax assets	3435
	Note 11.Other non-current assetsNote 12.Financial instruments by category	35
	Note 13.Trade and other receivables	36
	Note 14.Accrued income	37
	Note 15.Income tax receivable and payable	3737
	Note 16.Derivative financial instrumentsNote 17.Other current assets	38
	Note 18.Cash and cash equivalents	38
	Note 19.Share Capital, share premium and treasury shares and stock options	39
	Note 20.Reserves and retained earnings	41
	Note 21.Non-controlling interestsNote 22.Borrowings	4242
	Note 23.Provisions	44
	Note 24.Other non-current liabilities	44
	Note 25.Trade and other payables	45
	Note 26.Deferred income and other current liabilitiesNote 27.External supplies and services	4545
	Note 28.Employee benefit expense	46
	Note 29.Restructuring costs	46
	Note 30.Other gains/(losses) - net	46
	Note 31.Depreciation and amortization	47
	Note 32.Finance incomeNote 33.Finance costs	4747
	Note 34.Income tax expense	47
	Note 35.Earnings per share	49
	Note 36.Dividends per share	49
	Note 37.Commitments	49
	Note 38.Related partiesNote 39.Discontinued operations	5053
	Note 40.Fair value measurement of financial instruments	55
	Note 41.Contingencies	57
	Note 42.Additional information required by law	57
	Note 43.Events after the reporting period	5758
	Note 44.Note added for translation
II.	REPORTS ISSUED BY THE SUPERVISORY BOARD AND BY THE CMVM REGISTERED AUDITOR	59
	Report and Opinion of the Supervisory Board - Consolidated Financial Statements	61
	Auditors' Report - Consolidated Financial Statements	65
III.	SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY CORPORATE BODIES	71
	Securities issued by the Company and Companies in a control or group relationship with Novabase S.G.P.S., held by members of thecorporate bodies of Novabase S.G.P.S.	73

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I. CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December 2025

Consolidated Statement of Financial Position as at 31 December 2025

NOVABASE S.G.P.S., S.A.Consolidated Statement of Financial Position as at 31 December 2025(Amounts expressed in thousands of Euros)Note31.12.2531.12.24AssetsNon-Current AssetsProperty, plant and equipment79,56711,137Intangible assets811,75810,602Financial assets at fair value through profit or loss916,40514,000Deferred tax assets105,5286,806Other non-current assets11-529Total Non-Current Assets43,25843,074Current AssetsTrade and other receivables1341,45345,680Accrued income148,0143,331Income tax receivable153,2663,109Derivative financial instruments16675Other current assets172,1472,987Cash and cash equivalents1830,69362,747Total Current Assets85,579117,929Assets from discontinued operations39-1,393Total Assets128,837162,396Equity and LiabilitiesEquityShare capital191,1531,073Treasury shares19(21)(20)Share premium1951,82337,930Reserves and retained earnings20(8,061)28,538Profit for the year5,4856,420Total Equity attributable to owners of the parent50,37973,941Non-controlling interests2111,25510,945Total Equity61,63484,886LiabilitiesNon-Current LiabilitiesBorrowings2210,17014,224Provisions233,0215,552Other non-current liabilities242,7503,575Total Non-Current Liabilities15,94123,351Current LiabilitiesBorrowings225,3146,047Trade and other payables2528,85128,713Income tax payable15546Derivative financial instruments1614688Deferred income and other current liabilities2615,63417,217Total Current Liabilities49,86752,671Liabilities from discontinued operations391,3951,488Total Liabilities67,20377,510Total Equity and Liabilities128,837162,396

Consolidated Statement of Profit or Loss for the year ended 31 December 2025

NOVABASE S.G.P.S., S.A.Consolidated Statement of Profit or Lossfor the year ended 31 December 2025
		(Amounts expressed in thousands of Euros)
		12 M *
	Note	31.12.25	31.12.24
Continuing operations
Services renderedExternal supplies and services	527	124,465(38,579)	134,188(48,412)
Employee benefit expense	28	(71,334)	(74,102)
Net impairment losses on trade and other receivables	13	(152)	692
Restructuring costs	29	157	(1,854)
Other gains/(losses) - net	30	829	763
Depreciation and amortization	31	(3,824)	(3,845)
Operating Profit		11,562	7,430
Finance income	32	5,497	4,420
Finance costs	33	(2,061)	(3,051)
Earnings Before Taxes (EBT)		14,998	8,799
Income tax expense	34	(2,485)	(2,192)
Profit from continuing operations		12,513	6,607
Discontinued operations
Profit from discontinued operations	39	(4,232)	1,058
Profit for the Year		8,281	7,665
Profit attributable to:
Owners of the parent		5,485	6,420
Non-controlling interests	21	2,796	1,245
		8,281	7,665
Earnings per share from continuing and discontinued operations
attributable to owners of the parent (Euros per share)Basic earnings per share
From continuing operations	35	0.26 Euros	0.17 Euros
From discontinued operations	35	(0.11) Euros	0.04 Euros
From profit for the year	35	0.15 Euros	0.21 Euros
Diluted earnings per share
From continuing operations	35	0.25 Euros	0.17 Euros
From discontinued operations	35	(0.11) Euros	0.03 Euros
From profit for the year	35	0.14 Euros	0.20 Euros
12 M * - 12-month period ended
THE CERTIFIED ACOUNTANT			THE BOARD OF DIRECTORS

Consolidated Statement of Comprehensive Income for the year ended 31 December 2025

NOVABASE S.G.P.S., S.A.
Consolidated Statement of Comprehensive Incomefor the year ended 31 December 2025
		(Amounts expressed in thousands of Euros)
		12 M *
	Note	31.12.25	31.12.24
Profit for the Year		8,281	7,665
Other comprehensive income
Items that may be reclassified to profit or lossExchange differences on foreign operations, net of tax		27	(25)
Other comprehensive income		27	(25)
Total comprehensive income for the year		8,308	7,640
Total comprehensive income attributable to:
Owners of the parent		5,503	6,405
Non-controlling interests		2,805	1,235
		8,308	7,640
12 M * - 12-month period ended
THE CERTIFIED ACOUNTANT		THE BOARD OF DIRECTORS

12 M * - 12-month period ended

Consolidated Statement of Changes in Equity for the year ended 31 December 2025

			NOVABASE S.G.P.S., S.A.
			Consolidated Statement of Changes in Equityfor the year ended 31 December 2025
					Attributable to owners of the parent				(Amounts expressed in thousands of Euros)
	Note	Sharecapital	Treasuryshares	Sharepremium	Legalreserves	Stockoptionsreserves	Exch. dif.on foreignoperations	Other res.& retainedearnings	Non-controllinginterests	TotalEquity
Balance at 1 January 2024		796	(20)	226	188	1,961	(5,576)	77,934	11,587	87,096
Profit for the year		-	-	-	-	-	-	6,420	1,245	7,665
Other comprehensive income for the year	20, 21	-	-	-	-	-	(15)	-	(10)	(25)
Total comprehensive income for the yearTransfer of exchanges differences on foreign		-	-	-	-	-	(15)	6,420	1,235	7,640
operations to profit and loss	39	-	-	-	-	-	-	-	-	-
Transactions with owners
Share capital reductionShare capital increase	2119	-277	--	-37,704	--	--	--	--	--	-37,981
Dividends and reserves paid	20	-	-	-	-	-	-	(46,306)	-	(46,306)
Legal reserve	20	-	-	-	-	-	-	-	-	-
Treasury shares movements	19, 20	-	-	-	-	-	-	(3)	-	(3)
Share-based payments - options exercise	19, 20	-	-	-	-	-	-	-	-	-
Share-based payments, net of tax	19, 20	-	-	-	-	348	-	197	-	545
Change in consolidation perimeter	21	-	-	-	-	-	-	-	654	654
Transactions with ownersChanges in ownership interests insubsidiaries that do not result in a loss of		277	-	37,704	-	348	-	(46,112)	654	(7,129)
controlTransactions with non-controlling interests	20, 21	-	-	-	-	-	-	(190)	(2,531)	(2,721)
Balance at 31 December 2024		1,073	(20)	37,930	188	2,309	(5,591)	38,052	10,945	84,886
Balance at 1 January 2025		1,073	(20)	37,930	188	2,309	(5,591)	38,052	10,945	84,886
Profit for the year		-	-	-	-	-	-	5,485	2,796	8,281
Other comprehensive income for the year	20, 21	-	-	-	-	-	18	-	9	27
Total comprehensive income for the year		-	-	-	-	-	18	5,485	2,805	8,308
Transfer of exchanges differences on foreign
operations to profit and lossTransactions with owners	39	-	-	-	-	-	5,597	-	-	5,597
Share capital reduction	21	-	-	-	-	-	-	-	(1,439)	(1,439)
Share capital increase	19	80	-	13,893	-	-	-	-	-	13,973
Dividends and reserves paid	20	-	-	-	-	-	-	(47,312)	-	(47,312)
Legal reserve	20	-	-	-	26	-	-	(26)	-	-
Treasury shares movements	19, 20	-	(3)	-	-	-	-	(780)	-	(783)
Share-based payments - options exercise	19, 20	-	2	-	-	6	-	(8)	-	-
Share-based payments, net of tax	19, 20	-	-	-	-	(384)	-	-	-	(384)
Change in consolidation perimeter	21	-	-	-	-	-	-	-	(1,028)	(1,028)
Transactions with ownersChanges in ownership interests insubsidiaries that do not result in a loss ofcontrol		80	(1)	13,893	26	(378)	-	(48,126)	(2,467)	(36,973)
Transactions with non-controlling interests	20, 21	-	-	-	-	-	-	(156)	(28)	(184)
Balance at 31 December 2025		1,153	(21)	51,823	214	1,931	24	(4,745)	11,255	61,634
THE CERTIFIED ACOUNTANT									THE BOARD OF DIRECTORS
			The accompanying notes are an integral part of these consolidated financial statements							9

Consolidated Statement of Cash Flows for the year ended 31 December 2025

	Consolidated Statement of Cash Flowsfor the year ended 31 December 2025
			(Amounts expressed in thousands of Euros)
		Note	12 M *31.12.25	31.12.24
Cash flows from operating activities
Cash receipts from customersCash paid to suppliers and employees			129,186(118,983)	138,283(134,567)
Cash generated from operations			10,203	3,716
Income taxes paidOther operating payments			(493)(1,583)	(2,217)(1,970)
			(2,076)	(4,187)
Net cash from (used in) operating activities			8,127	(471)
Cash flows from investing activities
Proceeds:Sale of subsidiaries, net of cash disposed of		39	824	413
Sale of associates and other participated companies		40	998	278
Loans granted to associates and participated companies		38 iii)	74	1,348
Sale of property, plant and equipmentInvestment grants		13, 26	161853	231,142
Interest received			1,011	2,229
			3,921	5,433
Payments:Prepayments related to the sale of subsidiaries		13, 39	-	(238)
Acquisition of property, plant and equipment		7	(604)	(1,029)
Acquisition of intangible assets		8	(1,324)	(1,493)
			(1,928)	(2,760)
Net cash from investing activities			1,993	2,673
Cash flows from financing activitiesProceeds:
Proceeds from issue of shares		19	13,973	37,981
			13,973	37,981
Payments:
Repayment of borrowingsDividends, reserves paid and share capital reductions		2220, 36	(3,276)(47,312)	(6,475)(46,306)
Transactions with non-controlling interests		20, 21	(184)	(823)
Share capital reduction		21	(1,439)	-
Payment of lease liabilitiesInterest paid		22	(3,155)(985)	(2,101)(1,473)
Purchase of treasury shares		19, 20	(773)	(3)
			(57,124)	(57,181)
Net cash used in financing activities			(43,151)	(19,200)
Cash and cash equivalents at 1 January		18	63,929	81,450
Net increase (decrease) in cash and cash equivalents			(33,031)	(16,998)
Effect of exchange rate changes on cash and cash equivalents			(203)	(523)
Cash and cash equivalents at 31 December		18	30,695	63,929
12 M * - 12-month period ended
THE CERTIFIED ACOUNTANT			THE BOARD OF DIRECTORS

Novabase S.G.P.S., S.A.

Notes to the Consolidated Financial Statements for the year ended 31 December 2025

1. General information

Novabase, Sociedade Gestora de Participações Sociais, S.A. (hereinafter referred to as Novabase, Novabase Group or Group), with head office at Av. D. João II, 34, Parque das Nações, 1998-031 Lisbon, Portugal, was incorporated in 11 May 1989 in Portugal. Novabase holds and manages financial holdings in other companies as an indirect way of doing business, being the holding company of the Novabase Group.

Novabase's activity is aggregated into two operating segments:

(i) Next-Gen (NG) - This area, which operates under the Celfocus commercial brand according to Novabase's brand architecture, develops activities of IT consulting and services with technology offerings that tend to be more advanced and targeted mainly to the Financial Services (Banks, Insurance and Capital Markets) and Telecommunications (Operators) industries, and to the most competitive markets (Europe and Middle East);

(ii) Value Portfolio (VP) - This area of Novabase develops a venture capital activity through Novabase Capital, S.C.R., S.A.

Novabase is listed on the Euronext Lisbon. Share capital as at 31 December 2025 is represented by 38,418,973 shares (31.12.2024: 35,762,202 shares), and all shares have a nominal value of €0.03 each in both periods.

The consolidated financial statements were prepared to present fairly the Group's operations, as well as its financial position, financial performance and cash flows. These consolidated financial statements were approved and authorized for issue by the Board of Directors on 29 April 2026.

These consolidated financial statements will be subject to approval at the General Meeting of Shareholders scheduled for 22 May 2026.

2. Material accounting policies

The material accounting policies applied in the preparation of these consolidated financial statements are described below. These accounting policies have been consistently applied to all years presented in these financial statements.

2.1. Basis of preparation

The consolidated financial statements of Novabase have been prepared in accordance with International Financial Reporting Standards - IFRS, as adopted by the European Union (EU) as at 31 December 2025.

It should be understood as being part of those Standards, whether the IFRS issued by the International Accounting Standards Board ("IASB"), or the IAS issued by the International Accounting Standards Committee ("IASC") and respective interpretations - IFRIC and SIC, issued, respectively, by the International Financial Reporting Interpretations Committee ("IFRIC") and Standard Interpretations Committee ("SIC"). These standards and interpretations will be referred to generically as IFRS.

These financial statements are presented in thousands of Euros, rounded to the nearest thousand, except otherwise stated. The abbreviations '€k' and '€m' represent thousands and millions of Euros, respectively.

The Group's consolidated financial statements were prepared on a going concern basis, based on the historical cost principle except for 'Financial assets at fair value through profit or loss' and 'Derivative financial instruments', which were measured at fair value (notes 9 and 16).

New standards, interpretations and amendments to existing standards, which became effective in 2025

• Amendment to IAS 21, 'Lack of exchangeability'. This change clarifies: i) the circumstances in which a currency is considered to be exchangeable; ii) how to determine a spot exchange rate when exchangeability is lacking over a long period of time. The IAS 21 amendment also requires the disclosure of information that enables users to understand how the currency not being exchangeable into another currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows, in addition to the spot exchange rate used at the reporting date and how it was estimated.

This amendment to the existing standard, which the Group has used for the first time this financial year, had no impact on its financial statements.

New standards, interpretations, amendments to existing standards and other guidelines that have been published and are mandatory for annual periods beginning on or after 1 January 2026, but that the Group has not early adopted

• Amendments to IFRS 9 and IFRS 7, 'Classification and measurement of financial instruments' (effective for annual periods beginning on or after 1 January 2026). These amendments result from the post-implementation review of IFRS 9 regarding classification and measurement principles, and include clarifications concerning the classification of financial assets with ESG and similar characteristics, and the settlement of liabilities through electronic payment systems. • Annual Improvements – Volume 11 (effective for annual periods beginning on or after 1 January 2026). This cycle of improvements affects the

following standards: IFRS 1 – 'First-time adoption of IFRS', IFRS 7 – 'Financial instruments – disclosures' and the accompanying guidance on the implementation of IFRS 7, IFRS 9 – 'Financial instruments', IFRS 10 – 'Consolidated financial statements' and IAS 7 – 'Cash Flow Statement'.

• Amendments to IFRS 9 and IFRS 7, 'Contracts referencing nature-dependent electricity' (effective for annual periods beginning on or after 1 January 2026). These amendments clarify the accounting procedure for electricity contracts dependent on natural factors, allowing for the use

of hedge accounting and specific exemptions, with new disclosure requirements. • Amendment to IAS 21, 'Translation to a hyperinflationary presentation currency' (effective for annual periods beginning on or after 1 January 2027). This amendment, which is limited in scope and has yet to be endorsed by the European Union, specifies the translation procedures for entities whose presentation currency is that of a hyperinflationary economy, but whose functional currency (or that of their

foreign operations) is that of a non-hyperinflationary economy. • Illustrative examples on IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS 37, 'Disclosures about uncertainties in the financial statements' (although these illustrative examples have no specific effective date, entities are expected to implement any changes to their disclosures in a timely manner). The amendments present illustrative examples of how to apply the requirements of IFRS accounting standards when disclosing the effects of uncertainties in financial statements, including climate-related scenarios; the principles and requirements are applicable to the

disclosure of other uncertainties. • IFRS 18, 'Presentation and disclosure in financial statements' (effective for annual periods beginning on or after 1 January 2027). IFRS 18 is the IASB's response to investors' demand for more comparable information about companies' performance and replaces IAS 1 - 'Presentation of financial statements'. The new standard introduces three sets of new requirements: new required categories and subtotals in the statement of profit or loss, including "operating result"; ii) disclosure in the financial statements about management-defined performance measures (non-GAAP) in a single note; and iii) enhanced guidance on grouping of information (aggregation and disaggregation) and disclosure about items labelled as "other".

It is not expected for new standards, interpretations and amendments to existing standards, not yet mandatory and not early adopted, to have a significant impact on the Group's financial statements, in view of that stated below on standard IFRS 18.

In a preliminary assessment of the impacts of IFRS 18, the Group expects that, in addition to the standard's required changes in presentation (namely the introduction of new subtotals in the income statement) and new disclosure requirements, including Management-defined Performance Measures (MPMs), the main impact will relate to the classification of certain income and expenses. In particular, changes are expected in the classification of current financial results, with some being reclassified between the 'operating' category – including, in particular, most foreign exchange differences – and the 'investing' category, in the case of results relating to financial assets at fair value through profit or loss. An in-depth impact assessment is still in progress.

The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on the management's best knowledge of current events and actions, actual results ultimately may differ from those estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.

The Board of Directors believes that the estimates and assumptions adopted do not involve significant risks that may, during the next financial year, cause material adjustments in the amount of assets and liabilities.

2.2. Basis of consolidation

The consolidated financial statements, with reference to 31 December 2025, include assets, liabilities and results of the Group companies, understood as Novabase and its subsidiaries, which are presented in note 6.

(1) Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has the power to manage the relevant activities, that is, is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. These are deconsolidated from the date that control ceases.

The Group applies the acquisition method to account for business combinations. The acquisition cost corresponds to the fair value of assets handed over, shares issued and liabilities assumed as of the acquisition date, and to the fair value of any holding owned prior to the acquisition of control. Acquisition-related costs are expensed as incurred. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date, irrespective of the extent of any non-controlling interests. The excess of the acquisition cost, the fair value of the acquirer's previously held equity interest in the acquiree before control is transferred to the Group and the fair value of non-controlling interest, over the net identifiable assets acquired and liabilities assumed is recorded as goodwill. If the acquisition cost, the fair value of the acquirer's previously held equity interest in the acquiree before control is transferred to the Group and the fair value of non-controlling interest, is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.

The contingent prices of future events are considered at fair value as of the acquisition date, regardless of the likelihood of occurrence. Subsequent remeasurements do not affect goodwill.

Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Accounting policies of subsidiaries are changed when necessary to ensure consistency with the policies adopted by the Group.

(2) Transactions with non-controlling interests

Non-controlling interests correspond to the proportion of the fair value of assets, liabilities and contingent liabilities of acquired subsidiaries, which are not directly or indirectly attributable to Novabase. Transactions with non-controlling interests are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners.

Non-controlling interests recognized within the scope of a business combination can be initially measured either through their fair value or proportionally through the fair value of the net identifiable assets of the acquired subsidiary. This option is performed separately for each transaction.

In any acquisition to non-controlling interests, the difference between any consideration paid and the carrying amount of the relevant shares acquired is recorded in equity. Gains or losses on disposals to non-controlling interests that do not result in a loss of control are also recorded in Equity.

When the Group no longer has control or significant influence, any residual holding in equity is remeasured to its market value, with changes to be recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as a financial asset.

2.3. Segment reporting

Operating segments are reported consistently with the internal reporting provided to the management.

An operating segment is a component or a set of components of the Group that engage in business activities that may earn revenues or incur expenses, whose operating results are regularly reviewed by the management and for which discrete financial information is available.

Novabase monitors its operational performance in line with key guidelines of the 2019-2023 strategic plan, which was announced to the market in July 2019 and remains valid and in force, even though the five-year period covered by the plan has now elapsed. Based on this plan, Novabase identified the following reportable operating segments: Next-Gen, the betting segment of Novabase, which has the ambition to become a "Next- Gen IT Services Company", and Value Portfolio, a segment aimed at generating the necessary funds to support the Next-Gen growth and transformation. Novabase did not aggregate operating segments.

General information on how Novabase identified its reportable operating segments, including the organizational basis, activities developed by each segment, as well as the types of products and services from which each operating segment derives its revenues are presented in note 5.

2.4. Foreign currency translation

(1) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). Euro is the Company's functional and presentation currency.

The subsidiaries included in the consolidation with a functional currency different from the Group's presentation currency as at 31 December 2025 are those operating in the United Kingdom, Egypt and Saudi Arabia, as shown in the table of note 6.

(2) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.

Exchange rate differences on non-monetary financial assets such as equity instruments at fair value through profit or loss are recognized in results for the period in the consolidated statement of profit or loss as part of the gain or loss of the fair value variation. Exchange rate differences on monetary items are included in other comprehensive income in the consolidated statement of comprehensive income.

The main exchange rates applied on the reporting date are those listed below:

Euro foreign exchange reference rates	Rate at		Average rate
(x foreign exchange units per 1 Euro	31.12.25	31.12.24	2025	2024
• Angolan Kwanza (AOA)	n/a	975.9011	1026.4545	1003.9028
• U.S. Dollar (USD)	1.1750	1.0389	1.1199	1.0830
• British Pound (GBP)	0.8726	0.8292	0.8567	0.9176
• Egyptian Pound (EGP)	55.9888	n/a	55.1433	n/a
• Saudi Riyal (SAR)	4.4071	n/a	4.3083	n/a

All exchange rates used on the reporting date are the official EUR exchange rates published on the Banco de Portugal website.

(3) Group companies

The results and financial position of all the Group's entities that have a functional currency different from the presentation currency that is not the currency of a hyperinflationary economy, are translated into the presentation currency as follows:

(i) assets and liabilities at the reporting date are translated at the closing exchange rate in force at the reporting date;

(ii) income and expenses in results are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

(iii) all resulting exchange differences are recognized in the statement of comprehensive income.

If the entity operates in a hyperinflationary economy, before translating from the functional currency to the presentation currency as described above, the amounts relating to the assets, liabilities, equity, income and expenses of that entity must first be monetarily restated, based on a general price index that reflects changes in the general purchasing power of the currency of the country in which transactions are generated.

The Group assesses annually whether any of the economies in emerging countries where it has subsidiaries meet the main criteria to be considered hyperinflationary in accordance with IAS 29 - 'Financial reporting in hyperinflationary economies'.

In 2025, Novabase reassessed the economies where it operates in accordance with this standard, with special attention to the Egyptian economy, whose cumulative inflation over the last three years stands at around 98.8% (63.1% projected by the end of 2026), according to data from the IMF's World Economic Outlook report published in October 2025. Following this reassessment, Novabase concluded that none of the economies where it operates met the necessary conditions to be considered as a hyperinflationary economy. Although forecasts do not suggest that Egypt will become hyperinflationary in the foreseeable future, the country continues to see high inflation rates. As such, Novabase continues to keep a close eye on inflation trends in this economy.

Loans between Group companies and related foreign exchange gains or losses are eliminated on consolidation. However, when the loan is between Group companies that have different functional currencies, the foreign exchange gain or loss cannot be eliminated in full and is recognized in the consolidated result, unless the settlement of the loan is not planned nor likely to occur in the foreseeable future and, therefore, is in substance an extension of the net investment in a foreign operation.

In this case, exchange rate differences - whether they arise from the translation of net investments in foreign operations (i.e., from the conversion of monetary items at rates different from those at which they were converted in the initial recognition or in previous financial statements) or the early repayment of monetary items that are part of the net investment in a foreign entity - are recognized in other comprehensive income, under the heading 'Exchange differences on foreign operations', remaining in reserves until the sale or liquidation of such foreign entities.

As soon as the criteria for continuing to classify the amount receivable (in part or in whole) as a net investment in foreign entities are no longer verified, the future foreign exchange gains and losses related to it are recorded in profit or loss, but the historical gains and losses recorded up to that moment are not reclassified to profit or loss.

When a foreign entity is sold or substantially or completely liquidated, the accumulated exchange differences are recognized in profit or loss as part of the gain or loss on the sale. In the partial disposal of a subsidiary without loss of control, the corresponding portion of the accumulated exchange differences is reclassified to non-controlling interests, within equity.

2.5. Property, plant and equipment

For the Novabase Group, property, plant and equipment comprise own assets and right-of-use assets (see also note 2.20.).

Property, plant and equipment are essentially composed of buildings and other constructions, basic and transport equipment.

Depreciation is calculated using the straight-line method, over their estimated useful lives, as follows:

	No. of years
• Buildings and other constructions	3 to 50
• Basic equipment	3 to 4
• Transport equipment	4
• Tools and utensils	4
• Furniture, fittings and equipment	3 to 10

An asset's carrying amount is written down to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

2.6. Intangible assets

(1) Goodwill

Goodwill represents the excess of the cost of acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in 'Intangible assets'.

Goodwill (that has an undetermined useful life), is carried at cost less accumulated impairment losses, being tested annually for impairment, in the second half of the year. Impairment losses on goodwill are recognized whenever its carrying amount exceeds its recoverable amount, and are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

For the purpose of performing impairment tests, goodwill is allocated to cash generating units (CGUs). Cash generating units represent the lowest level within the entity at which the goodwill is monitored for internal management purposes and cannot be larger than an operating segment before aggregation.

The cash generating units identified by Novabase represent how the management monitors the entity's operations and makes decisions about continuing or disposing of the entity's assets and operations. There is no unallocated goodwill to the cash generating units identified. Note 8 gives information on the goodwill's allocation to the CGUs.

(2) Internally generated intangible assets

Research expenses in the search for new technical or scientific knowledge are recognized in the statement of profit or loss as and when incurred. Development expenses are accounted as intangible assets when: i) it is technically feasible to complete the asset or process; ii) the Group has the intention and capacity to complete its development; iii) market viability is assured and iv) its cost can be reliably measured.

These assets are recorded at their production or acquisition cost, which include the acquisition cost of the assets plus employee costs directly involved in the production or outsourcing costs incurred for the same purpose, as well as an appropriate portion of relevant overheads.

Amortization is calculated using the straight-line method, for periods between three to ten years. Impairment of internally generated assets in progress is tested at each reporting date.

(3) Industrial property and other rights

These assets are recorded at their acquisition cost. These assets have a finite useful life and are recognized at cost less accumulated amortization for a period between three to ten years. Amortization is calculated using the straight-line method to allocate the cost of the industrial property and other rights over their estimated useful lives.

(4) Intangible assets in progress

Intangible assets in progress refer to, mainly, the ongoing internal development of software products.

2.7. Financial assets and liabilities

Financial assets are recognized in the consolidated statement of financial position on the trade or contracting date.

At the initial recognition, except for trade accounts receivable, financial assets are recognized at fair value plus directly attributable transaction costs, except for assets at fair value through profit or loss in which transaction costs are recognized immediately in profit or loss. The subsequent measurement depends on the category of the investment, Level 1, Level 2 or Level 3, which are described in note 40.

Fair value is determined using the quoted price in an active market, or based in valuation methods and techniques (when there is no active market). A market is regarded as 'active', and therefore liquid, if transactions for the asset take place on a regular basis.

Trade receivables, at the initial recognition, are recognized at their transaction price, as defined in IFRS 15.

Financial assets are derecognized when: (i) the contractual rights of the Group to receive their cash flows expire; (ii) the Group has transferred substantially all the risks and rewards of the ownership; or (iii) despite retaining a portion, but not substantially all the risks and rewards of the ownership, the Group has transferred control over the assets.

Novabase classifies its financial assets into the following categories: (i) financial assets measured at amortized cost, (ii) financial assets at fair value through other comprehensive income, and iii) financial assets at fair value through profit or loss. Its classification depends on the entity's business model to manage the financial assets (business model test) and the contractual characteristics in terms of the cash flows of the financial asset (SPPI test).

The management determines the classification of its investments at the date of acquisition and reassesses this classification at each reporting date. Regarding changes in the fair value measurement from period to period, the Group considers whether the inputs of the models initially used in its measurement became, for instance, observable and whether they have adherence to the financial instrument under analysis. If the inputs are observable and representative, Novabase changes the category from Level 3 to Level 2.

The Group's financial assets are mostly classified in the category of 'Financial assets measured at amortized cost' and include trade and other receivables, other assets, accrued income and cash and cash equivalents. These headings are included in the statement of financial position in current assets, except for maturities greater than 12 months after the end of the reporting period that are classified as non-current assets.

The Group has also financial assets classified at fair value through profit or loss, such as derivative financial instruments and certain interests in companies mainly held through its Venture Capital Funds, NB Capital Inovação e Internacionalização and NB Capital +Inovação. In this category, fair value is calculated using the method of discounted cash flows, except in cases where fair value is observable in the market, with the changes in fair value recognized in profit or loss in the period in which they occur.

Financial liabilities are classified according to the contractual substance regardless of their legal form. They are derecognized only when they are extinguished, that is, when the obligation is settled, cancelled or expired.

In accordance with IFRS 9, financial liabilities are subsequently measured at amortized cost, except for: • Financial liabilities at fair value through profit or loss. These liabilities, including derivatives that are liabilities, should subsequently be

measured at fair value; • Financial liabilities that arise when a transfer of a financial asset does not meet the conditions for derecognition or when the continued involvement approach is applied; • Financial guarantee contracts; • Commitments to grant a loan at a lower interest rate than the market; • The contingent consideration recognized in a business combination to which IFRS 3 applies, which shall be subsequently measured at fair

value, with changes recognized in profit or loss.

The Group's financial liabilities include borrowings, trade and other payables, derivative financial instruments and other liabilities. They are classified in the statement of financial position as non-current liabilities if the remaining maturity is greater than 12 months and as current liabilities if their maturity is less than 12 months.

2.8. Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortization and depreciation and are tested annually for impairment. Assets that are subject to amortization and depreciation are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.

The value in use is the present value of the estimated future cash flows from the continuous use of the asset and from its disposal at the end of its useful life. In determining the value in use, estimated future cash flows are discounted using a pre-tax rate that reflects current market assessments of the time value of money and the specific risks of the asset in question.

For the purposes of assessing impairment, assets are allocated by cash generating units, given that this is the level at which the management monitors its return on investment.

2.9. Impairment of financial assets

At each reporting date, Novabase assesses whether financial assets carried at amortized cost are credit-impaired and recognize loss allowances for ECLs on: (1) Trade, debtors and other receivables, and (2) Deposits and short-term investments.

ECLs are a probability-weighted estimate of credit losses and are measured as the present value of all cash shortfalls (i.e., the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive), discounted at the effective interest rate of the financial asset.

The objective of this impairment policy is to recognize expected credit losses over the respective duration of financial instruments that have undergone significant increases in credit risk since initial recognition, assessed on an individual or collective basis, considering all reasonable and sustainable information, including available prospective information. If, at the reporting date, the credit risk associated with a financial instrument has not increased significantly since the initial recognition, the Group measures loss allowances relating to that financial instrument by an amount equivalent to the expected credit losses over a 12-month period.

In terms of the presentation in the statement of financial position, loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

Regarding the statement of profit or loss, the Group has applied judgement in determining an appropriate presentation of impairment losses under IFRS 9, considering the specific requirements to present the effect of certain events or circumstances as a single amount in the statement of profit or loss, ensuring that the chosen presentation is relevant to the users' understanding of its financial statements. Consequently, the Group has disaggregated the impairment loss amount into: • Impairment related to trade and other receivables, which is presented separately in the statement of profit or loss under the heading 'Net

impairment losses on trade and other receivables'; and • Impairment related to deposits and short-term investments, which is included in 'Finance costs' or 'Finance income' (in the case of reversals) due to materiality considerations.

(1) Trade, debtors and other receivables

With regard to trade and other receivables, Novabase measures loss allowances at an amount equal to lifetime ECLs. With receivables being recorded by the various group companies under IFRS 15, the Group applies the simplified approach to measure the expected credit losses, that means, it uses an allowance matrix per company, which is based on the past experience of actual losses over a period considered statistically relevant and representative of the specific characteristics of the underlying credit risk. These allowance matrices are reviewed whenever there is a significant change in the company's credit risk, changes in the type of customers or significant changes in the business or macroeconomic environment.

When determining whether the credit risk of a financial asset has increased significantly, the Group considers all reasonable and supportable information that is relevant and available without undue cost or effort, which includes both quantitative and qualitative information and analysis, based on the Group's historical experience and forward-looking information. Novabase defines a financial asset relating to trade and other receivables to be in default when is more than 360 days past due.

Despite the '90 days past due' presumption under IFRS 9, the Group considers 360 days past due to be a more appropriate default definition, because it is in line with the entity's current credit risk management policies, as it corresponds to the period in which the sending of credit for litigation is triggered, and since its experience of actual losses before this maturity is reduced, apart from the fact that there are no sales with significant financing components in accordance with the principles of IFRS 15. It should be noted that the Group, based on balances and specific past events and considering counterparties historical information, its risk profile and other observable data, assesses whether there are objective indicators of impairment, and records impairment losses accordingly. Furthermore, the Group assessed the impact of considering 360 days of default over 90 days and concluded that the 'Expected Credit Losses' would not change significantly.

The impairment losses are recorded in profit or loss under 'Net impairment losses on trade and other receivables'. When an amount receivable from customers and debtors is considered unrecoverable, it is written off using the same heading in the income statement. The Group expects no significant recovery from the amounts written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due. Subsequent recoveries, if any, are recorded in profit or loss under 'Net impairment losses on trade and other receivables'.

(2) Deposits and short-term investments

Regarding deposits and short-term investments, impairments are calculated by assigning i) a Probability of Default (PD) that derives from the rating of the issuer or counterparty, and ii) a Loss Given Default (LGD) that results from market parameters. Since the PD available on the market corresponds to the expected losses over a 12-month period, Novabase applied a PD adjusted to the maturity of the instrument on a 'pro rata' basis to the value of debt securities and bank balances. In 2025, the LGD used corresponded to 61% for Portugal and Angola (2024: 61% for Portugal and Angola).

For these assets the Group measures loss allowances at 12-month ECLs (or a shorter period if the expected life of the instrument is less than 12 months) provided that the credit risk has not increased significantly since its initial recognition.

The Group considers 'low credit risk' for deposits and short-term investments when its credit rating is equivalent to CCC or higher (weighted average rating per various agencies, namely, Standard & Poor's and Moody's).

The impairment losses related to deposits and short-term investments are recorded in profit or loss, under 'Finance costs' heading. If the Group's exposure declines or if the annual reassessment of the PD and LGD used to calculate the impairment leads to a reduction of the ECLs, the carrying amount of these assets is increased, against 'Finance income' in the statement of profit or loss.

2.10. Trade and other receivables

Trade and other receivables are amounts due on the sale of goods or services rendered by the Group in the ordinary course of business. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less impairment losses.

2.11. Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short-term highly liquid investments with original maturities of three months or less, or with contractual terms of immediate demobilization and which are subject to an insignificant risk of change in value.

For the purpose of presentation in the statement of cash flows, this heading also includes bank overdrafts. Bank overdrafts are shown within 'Borrowings' in current liabilities in the statement of financial position.

2.12. Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or stock options of the Company and its subsidiaries are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or stock options, or for the acquisition of a business, are included in the cost of acquisition as part of the purchase consideration.

Where the Company or any group companies acquire treasury shares of the parent company, they are recorded at cost and the consideration paid is deducted from the total equity attributable to the shareholders, and presented according to the following paragraph, until the shares are cancelled, reissued or sold. When such shares are subsequently sold or reissued, any consideration received is included in equity attributable to the shareholders.

The 'Treasury shares' heading presents treasury shares at their par value (nominal value) and the premium/discount between the acquisition cost and the par value is shown as an adjustment to other reserves or retained earnings.

2.13. Borrowings

For the Novabase Group, borrowings comprise bank borrowings and lease liabilities (see also note 2.20.).

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Interest costs on borrowings are included in the statement of profit or loss under 'Finance costs' heading.

2.14. Current and deferred tax

The tax expense for the year comprises current and deferred tax. Tax is recognized in the statement of profit or loss, except to the extent that it relates to items recognized directly in equity. The current income tax charge is calculated on the basis of profit before income tax, adjusted according to the tax laws.

Deferred tax is recognized, using the liability method at the reporting date, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax is not accounted for if it arises from the recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax is determined using the rate that should be in force in the year in which the temporary differences will be reversed.

Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be used.

Deferred taxes are recorded for temporary differences in investments in subsidiaries, except when the elimination of the temporary difference is controlled by the Group, and when the temporary difference is unlikely to be eliminated in the near future.

2.15. Employee benefits

Bonus

The Group estimates a liability and an expense for bonuses, based on the individual performance of the employees and the financial performance of the Company.

Liabilities with holidays, holiday allowance and Christmas allowance

In accordance with Portuguese legislation, employees are entitled to one month's holiday and one month's holiday pay each year, right earned in the previous year to its settlement. In addition, employees are entitled annually to a Christmas allowance, which is earned over the year and paid each December. These liabilities are therefore recorded during the period in which the right is earned, regardless its payment date.

Labour Compensation Fund (FCT) and Labour Compensation Guarantee Fund (FGCT)

On 1 May 2023, the provisions of Article 32(4) and (5) of Law no. 13/2023 of 3 April entered into force, thereby suspending the obligation to make payments to Compensation Funds (introduced by Law no. 70/2013 and Ministerial Order no. 294-A/2013), under which companies hiring a new employee were required to deduct a percentage of the respective salary for the Labour Compensation Fund (FCT) – 0.925% – and the Labour Compensation Guarantee Fund (FGCT) – 0.075%,in order to ensure, in the future, the partial payment of the compensation in the event of dismissal. Given the characteristics of each fund, only monthly contributions to the FCT were recognized as a financial asset measured at fair value, with the resulting changes recognized in profit or loss, while monthly contributions to the FGCT were recognized as an expense for the period to which they related (under the heading 'Employee benefit expense').

Decree-Law no. 115/2023, effective from 1 January 2024, was published on 15 December 2023, determining how companies can mobilize funds from the FCT, specifically to support employees' housing investments and costs, finance the qualification and certified training of employees and build daycare centres and cafeterias, for example. Companies will be able to access funds held in the FCT until 31 December 2026, or until the fund is wound up, whichever comes first.

Stock options

The Group rewards the services rendered by the members of the Board of Directors of the Company and some employees of Novabase through the attribution of stock options plans, settled in equity and in cash, as a form of remuneration able to promote the alignment of the Board Members and employees' interests with the Company's interests and to stimulate and incentivize their creativity and productivity.

The fair value of the services received is recorded as a cost in the statement of profit or loss, against an increase in equity (equity settled portion) or liability (cash settled portion), over the period of acquisition of rights by the employee. The total amount to be recorded as a cost is determined based on the fair value of the options granted, which is estimated only using market conditions. Acquisition conditions that are not market conditions are considered to estimate the number of options that at the end of the acquisition period will have acquired rights. At each reporting date, Novabase reviews the estimate of the number of options it expects to become exercisable and recognizes the impact of the revision of the original estimate in profit or loss.

2.16. Provisions

Provisions are recognized at the reporting date when: i) the Group has a present legal or constructive obligation as a result of past events; ii) it is probable that an outflow of resources will be required to settle the obligation and; iii) the amount has been reliably estimated.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any of the items included in the same class of obligations may be small. Note 23 provides information on the type of provisions.

Provisions are reviewed at each reporting date and adjusted to reflect the best estimate at that date. Whenever possible, the time effect is taken into account in the annual adjustment of provisions. The Group does not discount the provisions for which there is no predictability of the moment of reversal.

Onerous contracts

The Group recognizes a provision for onerous contracts on the date on which it is established that the costs to be incurred to satisfy the obligation assumed exceed the future economic benefits. This analysis is made on an individual basis.

Legal claims in progress

Provisions for legal claims in progress are recorded for the amounts estimated to represent future outflows in accordance with the risk assessments made by the management, supported by its legal experts and advisers (internal and/or external) opinions, based on success rates.

For legal proceedings where the probability of having an unfavourable outcome is less than probable, the Group does not recognize provisions, but disclosure is made in note 41, unless the possibility of an outflow of resources is remote, in which case it is not disclosed. For each legal proceeding a brief description of the process is given, as well as an estimate of its financial effect, and when practicable an indication of the uncertainties that relate to the moment of any outflow. If any repayment is possible, this information is also included in the 'Contingencies' note.

2.17. Trade and other payables

Trade and other payables balances are obligations to pay goods or services that have been acquired in the ordinary course of the business. They are initially recognized at fair value and subsequently at amortized cost according to the effective interest rate method.

2.18. Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the ordinary course of the Group's activities. Revenue is shown net of Value Added Tax (V.A.T.), rebates and discounts and after eliminating intra-group transactions.

The recognition of the Group's revenue is based on the five-step model established by IFRS 15: • identification of the contract with the customer; • identification of performance obligations; • determination of the price of the transaction; • allocation of transaction price to performance obligations; and • recognition of revenue when or as the entity meets a performance obligation.

According to this model, the recognition of revenue depends on whether performance obligations are satisfied over time or whether, on the contrary, control over goods or services is transferred at a point in time, being measured by the consideration that the entity expects to be entitled to receive in return for the delivery of these goods or services.

Thus, at the beginning of each contract, the Group evaluates the promised goods or services and identifies, as a performance obligation, every promise of transfer to the customer of any distinct good or service (alone or together). These promises in customer contracts may be explicit or implicit, since such promises create a valid expectation on the customer that the entity will transfer a good or service to the customer, based on the entity's published policies, specific statements, or customary business practices.

In determining and allocating the transaction price of each performance obligation, the Group uses the stand-alone prices of the promised products and services, at the date of conclusion of the contract with the customer.

Revenue recognition occurs at the time of the fulfilment of each performance obligation.

Novabase's revenues derive from: (a) services rendered, (b) interest income and (c) dividends. The recognition of revenue is detailed below, by type of revenue:

(a) Services rendered

Revenue from services rendered is recognized in the statement of profit or loss when all the following conditions have been satisfied: i) the amount of revenue can be reliably measured; ii) it is probable that future economic benefits associated with the transaction will flow to the Group; iii) the stage of completion of the performance obligation at the reporting date can be reliably measured; and (iv) the costs incurred for the transaction and the costs to complete the transaction can be reliably measured. For the Novabase Group, this revenue relates to 'time and materials' projects, consultancy projects on a fixed-price ('turnkey') basis, and outsourcing or maintenance projects.

Revenue from 'time and materials' consulting projects is recognized at the date the services are rendered, given that is the time when the benefits of the performance obligation are transferred to the customer (the customer simultaneously receives and consumes the benefits of the goods and services provided). In cases where the customer does not receive or consume goods and services over time, Novabase does not recognize any revenue until the performance obligation is satisfied.

Revenues from the services rendered in 'turn key' projects are recognized, in each year, according to the performance obligation to which they comply, depending on it percentage of completion. That is, for each performance obligation, the Group recognizes revenue over time by measuring progress towards full compliance with such performance obligation. The assessment of the percentage of completion of each performance obligation is reviewed periodically considering the most recent information available from project managers and subject to further review by the respective controllers. The amount of the transaction whose receipt is conditional to the completion of the services rendered is recognized as a contract asset (included in accrued income) rather than a receivable.

Whenever the performance obligations at the reporting date have an estimated initial duration of one year or less, the Group does not disclose additional information about them, as permitted by IFRS 15.

Revenue from outsourcing or maintenance projects is recognized as a single performance obligation on a straight-line basis over the contract period.

(b) Interest income

Interest received is recognized on an accrual basis, considering the outstanding balance and the effective rate during the period up to maturity. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount (estimated future cash flows, discounted at the original effective rate of the instrument), and records the discount as a financial gain.

(c) Dividends

Dividends are recognized when the shareholders' rights to receive such amounts are appropriately established and communicated.

2.19. Grants

Government grants are recognized at fair value, when there is a high likelihood of the grant being received and the Group fulfils all the requirements to receive it.

Non-refundable grants to finance development projects are recorded as a liability at the reporting date, in 'Other non-current liabilities' heading, if the remaining maturity is greater than 12 months or in 'Deferred income and other current liabilities' if the maturity is less than 12 months, and are recognized in profit or loss of each period by the useful life of the financed assets.

Operating grants are aimed at covering the costs, incurred and recorded, with training initiatives and research projects for new technological or scientific knowledge, and are recognized in the statement of profit or loss as the related expenses are incurred, regardless of when the grant is received.

2.20. Leases

The Group's leases refer mainly to the lease agreement of the Company's headquarters and to lease agreements of other facilities where Novabase operates, with initial terms between one and five years, which may have options to extend or terminate the lease. Lease payments are updated annually to reflect inflation and/or market values.

Novabase applies the short-term lease recognition exemption to its short-term leases of facilities that have a lease term of 12 months or less. The Group recognizes the lease payments associated with these leases as an expense under the straight-line method over the lease term. The Group has no low-value assets leases. • Right-of-use assets

The Group recognizes a right-of-use asset at the lease commencement date (i.e., the date the underlying asset is available for use). The rightof-use asset is initially measured at cost and subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. • Lease liabilities

At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of future lease payments. The lease payments include the exercise price of a purchase or renewal options reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate.

In determining the present value of the lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. Subsequently, the amount of lease liabilities is increased to reflect interest and reduced for the lease payments made.

In addition, the carrying amount of lease liabilities is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, the revised lease payments are discounted using an unchanged discount rate, and a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

If there is a lease modification that do not qualifies to be accounted for as a separate lease, Novabase remeasures the liability (and adjusts the corresponding right-of-use assets) by discounting the revised lease payments, using a revised discount rate at the effective date of the modification.

2.21. Derivative financial instruments

Novabase uses derivative financial instruments to hedge foreign exchange risks to which is exposed to. The financial instruments used are the forward contracts. Novabase does not take speculative positions. The financial department is responsible for negotiating derivative financial instruments, in accordance with rules defined and approved by the Group's Board of Directors. Derivative financial instruments are measured initial and subsequently by their fair value. The recognition method depends on the contractual nature and purpose.

(1) Trading derivatives

In accordance with IFRS 9, the Novabase Group is applying the hedge accounting requirements found in IAS 39. Although used to provide economic hedging in accordance with the Group's risk management policies, the Novabase Group's derivative financial instruments do not comply with all the requirements of IAS 39 to qualify for hedge accounting. Therefore, the respective changes in fair value are included in the statement of profit or loss, under financial results, in the period in which they occur.

2.22. Dividend distribution

Dividend distribution to the shareholders is recognized as a liability in the period in which dividends are approved by the Company's shareholders.

2.23. Earnings per share

Basic

Basic earnings per share are determined by dividing the profit attributable to owners of the parent by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Group and held as treasury shares.

Diluted

Diluted earnings per share are determined by adjusting the weighted average number of ordinary shares in issue to assume the conversion of all potential dilutive ordinary shares.

Theoretically, Novabase has only one type of potential dilutive ordinary shares: stock options. For the calculation of the 'Stock options adjustment', the number of shares that would be acquired at fair value (determined by the average over the period of the market price of Novabase shares) is determined, which is then compared with the number of shares that would be issued if all options were exercised, except for cases where the options have already been exercised (but their ownership has not been transferred to the plan participant) and the number of shares corresponding to those options has been determined, where this number prevails.

2.24. Discontinued operations

A discontinued operation is a component of the Group's business that comprises operations and cash flows that can be clearly distinguished,

• operationally and for financial reporting purposes, from the rest of the Group, and: represents either a separate major line of business or a geographical area of operations; is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held for sale.

When an operation is classified as a discontinued operation, the comparatives of the statement of profit or loss and of the statement of other comprehensive income are re-presented as if the operation had been discontinued from the start of the comparative year.

In terms of the statement of profit or loss, results are recognized in 'Profit from discontinued operations' and, in terms of the statement of financial position, under the headings 'Assets from discontinued operations' and 'Liabilities from discontinued operations'.

For the Novabase Group, discontinued operations correspond mainly to the Neotalent business, including the Angolan subsidiary NBASIT, which was sold in 2025 and had been discontinued since the end of 2023 following the sale agreement of the IT Staffing business to Conclusion Group B.V. (see note 39). It also comprises a marginal value of results and liabilities related to the GTE Business, discontinued at the end of 2019.

2.25. Comparatives

The consolidated financial statements for the year ended 31 December 2025 are comparable in all material aspects with 2024, and no changes in accounting policies have occurred when compared to those used in preparing financial statements of the prior year, presented for comparative purposes.

3. Financial risk management policy

The Novabase Group is exposed to a collection of financial risks resulting from its business, namely foreign exchange risk, interest rate risk (cash flows and fair value), credit risk, liquidity risk and capital risk.

Developments in the financial markets are continuously analysed according to the Group's risk management policy to minimize potential adverse effects on its financial performance.

In 2025, the European Central Bank (ECB) continued to cut its key interest rates, having taken a "break" that began in the summer, due to the slowdown in inflation in the euro area, where it stood at around 1.9% according to data published on 19 January 2026 by Eurostat. The sharp depreciation of the dollar against the euro was another key issue in 2025, largely attributable to the U.S. administration's policies, with the tariffs announced by Trump affecting the outlook for U.S. inflation. Looking to 2026, the major escalation of geopolitical tensions in the Middle East, developments in the conflict in Ukraine and the prospects for peace, as well as other geopolitical shocks that currently exist or pose a potential risk, are bringing further uncertainty. Other sources of economic uncertainty entail the performance of major European economies and the evolving trade relations between the U.S. and China.

Despite these geopolitical uncertainties and economic challenges, Novabase believes that its current financial risk management policies remain adequate to Novabase's profile, continuing to monitor risks on an ongoing basis, seeking to anticipate and manage any impacts not currently contemplated.

a) Foreign exchange risk

The Group is exposed to foreign exchange risk, mainly arising from U.S. Dollar (USD) exposure, since some subsidiaries perform transactions in this currency, but also arising from the British Pound (GBP), the Egyptian Pound (EGP) and the Saudi Riyal (SAR).

The financial department is responsible for monitoring exchange rate developments in these currencies to mitigate their impact on the consolidated results. Whenever exchange rate expectations so justify, the Group attempts to enter into hedging transactions against adverse changes by means of derivative financial instruments (see note 16). These financial instruments do not comply with hedge accounting requirements therefore being classified as trading derivatives, with changes in fair value recognized in profit or loss.

The currency market was characterized by a sharp fall in the value of the U.S. Dollar against the euro (-11.6%) in 2025, exacerbated by the trade tariffs imposed by the U.S. administration, persistent inflation in the U.S. and divergent monetary policies between the ECB and the U.S. Federal Reserve (Fed). Since the start of 2026, the euro's performance against the dollar has been shaped by a high degree of uncertainty due to the geopolitical setting (tensions in the Middle East, affecting oil prices and risk sentiment) and new trade tensions (notably the introduction of widespread tariffs by the U.S. and European reaction).

Despite this, Novabase does not expect to see its foreign exchange risk significantly worsened as a result of the above-mentioned uncertainties. On the one hand, the Group already had a policy of maintaining a high level of hedge regarding the U.S. Dollar exposure, and on the other hand, the Group's exposure to British Pound and to currencies from emerging markets is currently quite low, as illustrated in the following table.

The Group's exposure to foreign currency exchange rate risk as at 31 December, based on the amounts of the Consolidated Statement of Financial Position of the Group's continued operations financial assets and liabilities, is as follows:

	Total
Assets
Financial assets at fair value through profit or loss16,405---16,405
Other non-current assets----	-
Trade and other receivables35,2185,635-13140,984
Accrued income32---	32
Derivative financial instruments6---	6
Cash and cash equivalents30,39692226630,693
82,0575,6442239788,120
Liabilities
Borrowings15,150--33415,484
Other non-current liabilities459---	459
Trade and other payables28,5512016012028,851
Derivative financial instruments14---	14
44,1742016045444,808
At 31 December 2024EuroDollarPoundOtherTotal
Assets
Financial assets at fair value through profit or loss14,000---14,000
Other non-current assets529---	529
Trade and other receivables35,1667,7941,0506644,076
Accrued income64---	64
Derivative financial instruments75---Cash and cash equivalents61,8654636035962,747	75
111,6998,2571,110425121,491
Liabilities
Borrowings20,220--5120,271
Other non-current liabilities826---	826
Trade and other payables28,159634157628,713Derivative financial instruments688---	688

The Group uses a sensitivity analysis technique that measures the estimated changes in profit or loss and shareholders' equity of either a 10% strengthening or weakening in Euro against all other currencies, from the rates applicable as at 31 December 2025, for each class of financial instrument with all other variables held constant. This analysis has illustrative purposes only, as in practice market rates rarely change alone.

Under this assumption, with a 10% strengthening or weakening of the Euro against all exchange rates, profit before income tax (and inherent capital) would have increased or decreased, respectively, by €543k in 2025 and €919k in 2024. There are no direct impacts on equity since the Group does not hold financial instruments with fair value changes recognized in equity nor is applying hedge accounting.

b) Interest rate risk (cash flows and fair value)

Interest-rate risk entails the possibility of fluctuations in future financial charges on loans due to changes in market interest rate levels.

The cost of the Group's financial debt is indexed to short-term reference rates, adjusted at a frequency of one year or less, plus duly negotiated risk premiums. Therefore, changes in interest rates can affect the Group's results.

Novabase's exposure to interest rate risk originates from financial assets and liabilities with fixed and/or variable rates. In the case of fixed rates, the Group faces the risk of a variation in the fair value of these assets or liabilities, insofar as any change in market rates involves an opportunity cost. In the case of variable rates, such changes directly impact the amount of interest, thereby resulting in variations in cash.

Exposure to interest rate risk is constantly analysed by the financial department. Interest rate risk management is aimed at reducing the volatility of interest charges.

In 2025, the European Central Bank (ECB) gradually cut its key interest rates until June, reflecting the drop in inflation almost to the 2% target and concerns about weak growth and geopolitical and trade uncertainty. From July onwards, it kept rates steady, ending the year with the main refinancing rate at around 2.15%, having adopted a data-dependent, meeting-by-meeting approach to underpin monetary stability. In the U.S., the Federal Reserve (Fed) took a more cautious approach, keeping interest rates steady until September and cutting them three times in the final quarter to 3.50%-3.75%, in response to the cooling labour market and gradual easing of inflation. 2026 thus begins against a backdrop of great uncertainty marked by global risks, from trade volatility to war in the Middle East and potential geopolitical shocks. Although Novabase has been monitoring this risk very closely, no significant impact is expected, since Novabase's exposure to interest rate risk is currently quite low because of its cash surplus.

At 31 December 2025 and 31 December 2024, 100% of bank borrowings are at variable rates. All of the borrowings are denominated in Euro. Investments in financial institutions are short-term.

The Group uses a sensitivity analysis technique that measures the estimated changes in profit or loss and shareholders' equity of either an instantaneous increase or decrease of 0.5% (50 basis points) in market interest rates, from the rates applicable at 31 December 2025, for each class of financial instrument with all other variables held constant. This analysis has illustrative purposes only, as in practice market rates rarely change alone. The sensitivity analysis is based on the following assumptions:

(i) Changes in market interest rates affect the interest income or expense of variable interest financial instruments;

(ii) Changes in market interest rates only affect interest income or expense in relation to financial instruments with fixed interest rates if these are recognized at their fair value;

(iii) Changes in market interest rates affect the fair value of derivative financial instruments and other financial assets and liabilities;

(iv) Changes in the fair values of derivative financial instruments and other financial assets and liabilities are estimated by discounting the future cash flows of net present values using appropriate market rates prevailing at the year end.

Under these assumptions, an increase or decrease of 0.5% in market interest rates would result, respectively, in an increase or decrease of profit before income tax of approximately €122k in 2025, and in an increase or decrease, respectively, of approximately €266k in 2024. There are no impacts on shareholders' equity without being those inherent to the impact on results.

c) Credit risk

Novabase manages credit risk both in terms of business units (for customer receivables) and on a consolidated basis (for all active positions of financial instruments). Credit risk originates from cash and cash equivalents, derivative financial instruments and customer credit exposure, including amounts receivable and previously agreed transactions. Only banks and institutions having credibility in the sector are accepted. Customer credit risk is managed based on credit limit ranges, based on the customer's financial position and historical business relations. Note 13 provides information on the exposure to credit risk and ECLs for the Novabase's trade receivables, by intervals of maturity, as at 31 December 2025 and 31 December 2024.

The current world economic scenario remains complex, presenting major challenges. Geopolitical events, climate-induced disasters and trade fragmentation continue to pose threats and fuel uncertainty in financial markets, which could lead to the downgrading of banks' and financial institutions' credit ratings, and consequently higher impairment losses in the future. The general financial deterioration of counterparties worldwide may also have an impact on creditworthiness of Novabase's trade and other receivables.

Despite this context, Novabase does not anticipate relevant impacts to this date, continuing to monitor the evolution of this risk. On the one hand, its exposure to credit risk through bank deposits is currently low, given that the Group already had a policy of accepting only banks and financial institutions with credibility in the sector. On the other hand, the Group's main customers and counterparties are from the Telco industry and/or customers with a solid credit profile.

At 31 December 2025, the 30 customers with greater balances of the Group represented approximately 96.2% of the total balance (31.12.24: 96.1%).

The distribution by geographical market of those customers is shown in the table below:

	31.12.25	31.12.24
Portugal	30%	25%
Europe	55%	55%
Middle East	13%	19%
Africa	2%	1%
	100%	100%

The distribution by business sector of those customers is shown in the table below:

	31.12.25	31.12.24
Telecommunications	88%	88%
Financial Services	8%	7%
Other	4%	5%
	100%	100%

The ratings attributed by Moody's Investors Services to the financial institutions with whom the Group as higher balances of bank deposits (note 18) at 31 December 2025 and 31 December 2024, are analysed as follows. These balances are shown before impairment losses recognized according to IFRS 9.

	31.12.25	31.12.24
A1	11,330	19,765
A2	19,010	30,203
A3	-	12,042
	30,340	62,010

All bank deposits are highly liquid, readily convertible to known amounts of cash.

d) Liquidity risk

The prudent management of liquidity risk entails keeping cash or financial instruments sufficiently liquid, with sources of financing through an adequate number of credit facilities, together with the ability to close market positions.

The management monitors updated forecasts of the Group's liquidity reserve (unused credit lines, cash and cash equivalents) at the base of expected cash flows, by analysing the remaining contractual maturity of financial liabilities and the expected date of inflows from financial assets. Additionally, the maturity concentration of derivative financial instruments, borrowings and liabilities of the Group are regularly monitored. Notes 16 and 22 present those Novabase's liabilities, respectively, by intervals of contractual residual maturity at 31 December 2025 and 31 December 2024.

Details on the borrowings balances and credit lines negotiated by the Novabase Group, by financial institution, are as follows:

		Euro
	31.12.25	31.12.24
Banco BPI (BPI)	7,000	7,000
Bankinter	5,000	6,000
Banco Comercial Português (BCP)	3,811	5,087
Novo Banco	2,500	3,500
Caixa Geral de Depósitos (CGD)	5,000	5,000
	23,311	26,587

As shown in the analysis of the table above, the Group maintains a diversified profile in its financing and has access to credit facilities (plafonds) - amounts that are not totally used but that are at its disposal. These credit facilities can cover all the loans that are repayable within 12 months.

The available short and medium-term credit lines not used amount to €17,000k as at 31 December 2025 (31.12.24: €17,000k), being sufficient to meet any immediate requirement. In addition to these facilities, Novabase has €30,693k of 'Cash and cash equivalents' as at 31 December 2025, as stated in the Consolidated Statement of Financial Position, which combined with the credit facilities amounts to €47,693k of liquidity.

Considering the current macroeconomic and business environment and the commitments assumed at the reporting date, the Group assessed potential impacts on the level of additional liquidity needs and concluded that the current liquidity position remains adequate. Novabase expects to satisfy all its cash needs by using its liquidity reserves and, if necessary, using existing available credit lines and/or new financing. Novabase also believes that compliance with the current covenants associated with borrowings is ensured.

e) Capital risk

The Group's goals with regard to capital management – a broader concept than the capital shown on the face of the Consolidated Statement of Financial Position – are as follows:

(i) Safeguarding the Group's ability to keep doing business, and therefore provide returns to shareholders and benefits to other stakeholders;

(ii) Maintaining a solid capital structure to support the development of its business;

(iii) Maintaining an optimum capital structure to reduce the cost of capital.

The management monitors the Return on Capital (ROC) ratio, which the Group defines as the 'Operating Profit' divided by 'Total Equity', to measure the Group's ability to generate cash flows related to the capital invested in its business.

31.12.25	31.12.24
11,562	7,430
61,634	84,886
18.8%	8.8%

The Group has the objective to maintain ROC above the cost of capital (measured by WACC - Weighted Average Cost of Capital), which allows the Group to add value. The Group's WACC is around 9.6% (2024: 9.9%). In 2025, the objective was achieved.

Novabase announced the intention of its Board of Directors to propose to the 2026 General Meeting of Shareholders the payment of a shareholder remuneration of €0.40 per share, in a press release dated 18 February 2026 (see note 43).

4. Critical accounting estimates and judgements

The preparation of financial statements requires the use of certain critical accounting estimates by the management, that affect assets, liabilities, and the disclosure of assets and contingent liabilities at the reporting date in the financial statements, as well as income and expenses during the reporting period, consequently actual results can differ from the estimated ones. Estimates and judgements are continually evaluated and are based on historical experience and diverse other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates and judgements considered more relevant in the preparation of these financial statements are presented below.

a) Goodwill impairment analysis

The Group tests annually, in the second half of the year, whether goodwill is impaired, in accordance with the accounting policy stated in note 2.6. The recoverable amounts of cash generating units have been determined based on value-in-use calculations. These calculations require the use of estimates, to forecast the cash flows of each cash generating unit, and the choice of a discount rate and a perpetuity growth rate (see note 8).

b) Financial instruments measured at fair value

The fair value of financial instruments not quoted on an active market is determined by means of valuation methods and financial theories. The Group uses its best judgement in choosing methods and determining assumptions, which are primarily based on prevailing market conditions at the end of each reporting period, some of which require the use of estimates. Therefore, changes in those assumptions could result in a change in the fair value reported. See note 40 for further details on key assumptions employed and the impact of any changes to them.

c) Income taxes and deferred taxes

The Novabase Group is subject to taxes in the jurisdictions where it operates. As such, a certain degree of judgement is required when determining tax estimates and when recognizing deferred tax assets and liabilities. Deferred tax assets and liabilities were determined based on tax legislation currently in effect for the Group companies, or on legislation already published for future application. Changes in the tax legislation may influence the value of deferred taxes.

The Group recognizes deferred tax assets related to tax incentives obtained under SIFIDE based on estimates. The final amount of these tax incentives will only be known in future years following approval by the competent body (ANI) of the Group's applications to these incentives. The booked amount of tax credits not yet approved reached €1,520k (2024: €2,498k), with their approval being likely.

The Group also recognizes deferred taxes on tax losses based on estimates of future taxable profits, and such assets are only recorded if there is a high expectation of future recovery.

When the tax impact differs from the amounts initially recognized, these differences are reflected in the income tax expense and deferred tax for the period in which they are calculated.

d) Revenue

Revenue recognition in respect of 'turn key' projects requires the use of judgements, starting with the application of the five-step model established in IFRS 15, namely, in the identification of performance obligations and in the allocation of the transaction price to defined performance obligations, based on their relative stand-alone selling prices. In addition, the management carries out analysis and estimates of the current and future developments of consulting projects in place, which may have a different development in the future from the present estimates performed by project managers.

Any changes in the estimates would be reflected under 'Accrued income' and 'Deferred income and other current liabilities' headings in the statement of financial position and under 'Services rendered' in the statement of profit or loss, however, historically there have been no material deviations in the estimates of costs to be incurred in ongoing projects from the year before, nor in the outcome of the transaction.

e) Impairment losses on financial assets

Impairment losses on trade and other receivables are based on risk default assumptions and expected loss rates. The Group uses judgements for these assumptions and selects the inputs to the impairment calculation, based on the Group's past history (such as the ageing of accounts receivable balances and historical write-off experience, customer credit worthiness and changes in customer payment terms), existing market conditions and forward-looking estimates at the end of each reporting period. If the customer's financial conditions deteriorate, actual impairment losses and write-offs might be higher than expected. With regard to impairment for deposits and short-term investments, the Group also assesses whether credit risk has increased significantly since initial recognition.

f) Provisions for legal claims

The Group exercises judgement in measuring and recognizing provisions and its exposure to contingent liabilities related to legal proceedings, based on the assessment of its specialists and legal advisers (internal and/or external). This judgement is necessary to determine the probability of the outcome for each lawsuit. Provisions are recognized for amounts that may result in cash outflows, with disclosure in the notes when the probability of having an unfavourable outcome is less than probable. These estimates are subject to changes as new information becomes available. Due to the uncertainties inherent in the evaluation process, real losses may be different from those originally estimated in the provision.

The Group discloses in 'Contingencies' (note 41) all the legal proceedings in which it considers that there is a possibility of an outflow of resources, although it is not probable, which is why no liabilities are recognized. For such legal proceedings, the management believes that there is sufficient substance for its defence in court, based on the opinions of its specialists and legal advisors (internal and/or external), and therefore considers that such actions will have a successful outcome.

g) Bonus

The Novabase Group recognizes on a monthly basis an estimate for bonus and other variable remunerations, which considers the theoretical amounts agreed with employees, the monitoring of the expected objectives' achievement rates and the general situation of the Company's business. The variable remuneration of the members of the Board of Directors is set by the Remuneration Committee, pursuant to the Remuneration Policy, which may be comprised of variable remuneration in cash (associated, among other factors, with the performance of Novabase) and variable remuneration based on stock options (namely participation in the Share Options Plan). Therefore, the cost estimate for the current exercise booked under 'Trade and other payables' heading, is prepared based on the management's best estimate to the performance of the current year, where the actual final outcome is only known in the following exercise, after the Remuneration Committee's deliberation. More information about Novabase's remuneration policy and Directors' remuneration during the year can be found in chapter D. Remunerations of the Corporate Governance Report, which forms an integral part of this Annual Financial Report.

h) Leases

The Group applies judgement to determine the lease term for some lease agreements that include options to extend the lease or to terminate the lease, that is, it considers all relevant factors that create an economic incentive for it to exercise the options. The assessment of whether the Group is reasonably certain to exercise options to extend the lease or is reasonably certain not to exercise options to terminate the lease impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the options.

The Group also applies judgement to determine the incremental borrowing rate to apply to each portfolio of leases identified and to measure residual value guarantees, which forms part of lease payments. In this case, according to IFRS 16, the management considers the amount that it expects to pay in the measurement of the lease liabilities.

5. Segment information

Novabase's activity is aggregated into two operating segments: • Next-Gen • Value Portfolio

The Next-Gen segment comprises the assets held in Financial Services and Telecommunications. This segment aims to achieve an accelerated growth through focus on Next-Gen IT (Design & UX, Insights Through Data, Cloud native & scalable, Digital Architecture, API Exposure, AI/Analytics, Test Automation & Engineering, Continuous Delivery, Intelligent Operations) for the Telco and Financial Services industries and Europe and the Middle East geographies. This segment derives its revenues from time and materials consulting projects, turn-key consulting projects and outsourcing and maintenance projects, and may also include a small component of sales.

The Value Portfolio segment includes venture capital activities developed by Novabase Capital and Venture Capital Funds. The Value Portfolio aims at maximizing operating profitability to generate the funds necessary to invest in Next-Gen growth. This segment's revenues derive from the valuation and disposal of Venture Capital Fund's investees and advisory services in purchase and sale and M&A processes.

Operating segments are reported consistently with the internal reporting that is provided to the management, based on which it evaluates the performance of each segment and allocates the available resources.

The amounts reported in each operating segment result from the aggregation of the subsidiaries defined in each segment perimeter and the elimination of transactions between companies of the same segment.

The companies considered in each operating segment are presented in note 6. For the purposes of segment reporting, Novabase S.G.P.S., S.A. (company including the Group's top management) is considered to be an integral part of the Value Portfolio segment.

Revenues from operating segments, as well as other measures of profit or loss and material items within the consolidated statement of profit or loss, can be analysed as follows:

At 31 December 2025	Value Portfolio	Next-Gen	Novabase
(i) Total segment revenues	1,286	124,591	125,877
Sales and services rendered -inter-segment	1,275	137	1,412
Sales and services rendered -external customers	11	124,454	124,465
Operating Profit	(3,701)	15,263	11,562
Financial results (notes 32 and 33)	3,885	(449)	3,436
Income tax	504	(2,989)	(2,485)
Profit from continuing operations	688	11,825	12,513
Profit from discontinued operations (note 39)	(4,232)		-(4,232)
Other information:
Restructuring costs (note 29)	-	157	157
Depreciation and amortization	(16)	(3,808)	(3,824)
(Provisions)/Provisions reversal	17	660	677
Net impairment losses on trade and other receivables	-	(152)	(152)

At 31 December 2024	Value Portfolio	Next-Gen	Novabase
(i) Total segment revenues	1,286	134,126	135,412
Sales and services rendered -inter-segment	1,275	(51)	1,224
Sales and services rendered -external customers	11	134,177	134,188
Operating Profit	(3,210)	10,640	7,430
Financial results (notes 32 and 33)	2,596	(1,227)	1,369
Income tax	(17)	(2,175)	(2,192)
Profit from continuing operations	(631)	7,238	6,607
Profit from discontinued operations (note 39)	1,058	-	1,058
Other information:
Restructuring costs (note 29)	-	(1,854)	(1,854)
Depreciation and amortization	(12)	(3,833)	(3,845)
(Provisions)/Provisions reversal	20	(991)	(971)
Net impairment losses on trade and other receivables	-	692	692

(i) Net of intra-segment revenues (in 2025: €12,997k, of which €134k in the Value Portfolio and €12,863k in Next-Gen, and in 2024: €10,184k, of which €134k in the Value Portfolio and €10,050k in Next-Gen).

Novabase does not disclose information on assets and liabilities for each reportable segment since it does not provide such information to those responsible for operational decision making.

As part of monitoring the strategic plan's execution, management monitors turnover by region based on the location of the customer's decision making centre, and this geographical criterion also used for the disaggregation of revenue in presentations to investors.

Sales and services rendered by geography in 2025 and 2024 are analysed as follows:

At 31 December 2025	Value Portfolio	Next-Gen	Novabase	Total %
Sales and services rendered - external customers	11	124,454	124,465	100.0%
Portugal	11	41,399	41,410	33.3%
Europe and Middle East	-	78,303	78,303	62.9%
Rest of the World	-	4,752	4,752	3.8%
At 31 December 2024	Value Portfolio	Next-Gen	Novabase	Total %
Sales and services rendered - external customers	11	134,177	134,188	100.0%
Portugal	11	40,995	41,006	30.6%
Europe and Middle East	-	89,024	89,024	66.3%
Rest of the World	-	4,158	4,158	3.1%

Novabase does not disclose geographical information on non-current assets, since this information is not reported to management for operational decision-making purposes.

6. Companies included in consolidation

The companies included in the consolidation using the full consolidation method as at 31 December 2025 were as follows:

Holding Company	Principal place	Share capital	% interest held
and Subsidiaries	of business	31.12.25	31.12.25	31.12.24
Parent company:
Novabase S.G.P.S., S.A.	Portugal	€1,152,569	-	-
Next-Gen:
Novabase E.A., S.A.	Portugal	€150,000	100.0%	100.0%
(i)Celfocus, S.A.	Portugal	€101,000	90.4%	90.1%
(ii) (i)Novabase Solutions Middle East FZ-LLC	UAE	€699,670	90.4%	100.0%
(i)Celfocus LTD	United Kingdom	15,000 GBP	90.4%	90.1%
(i)Celfocus B.V.	Netherlands	€20,000	90.4%	90.1%
Novabase Business Solutions, S.A.	Portugal	€3,365,000	100.0%	100.0%
(i)Binómio, Lda.	Portugal	€2,626	90.4%	90.1%
(i)Celfocus GmbH	Germany	€25,000	90.4%	90.1%
Equipa Frutuosa, S.A.	Portugal	€50,000	76.0%	76.0%
(i)Rota Virtuosa, S.A.	Portugal	€50,000	78.0%	76.0%
(iii) (i)Celfocus Egypt	Egypt	200,000 EGP	90.4%	-
(iv) (i)Celfocus Arabia	Saudi Arabia	100,000 SAR	90.4%	-
Value Portfolio:
(v)NBASIT-Sist. de Inf. e Telecomunic., S.A.	Angola		-	49.4%
Novabase Capital S.C.R., S.A.	Portugal	€2,500,000	100.0%	100.0%
(vi)FCR NB Capital Inovação e Internacionalização	Portugal	€3,592,487	50.5%	50.5%
FCR NB Capital +Inovação	Portugal	€1,755,319	53.1%	53.1%
Novabase Consulting S.G.P.S., S.A.	Portugal	€5,233,264	100.0%	100.0%
NOVABASE IMS 2, S.A.	Portugal	€220,500	100.0%	100.0%
(vii)Nbase International Investments B.V.	Netherlands		-	100.0%

In 2025, the following changes occurred in the consolidation perimeter:

(i) Acquisition of an additional 2% stake in the subsidiary Rota Virtuosa, S.A., bringing the Group's holding to 78% of its share capital, with a resulting increase of 0.295% (to 90.4%) in the subsidiaries owned by it, namely Novabase Solutions Middle East FZ-LLC, Celfocus, S.A., Binómio, Lda., Celfocus LTD, Celfocus B.V., Celfocus GmbH and the newly incorporated Celfocus Egypt and Celfocus Arabia (see note 20).

(ii) Dilution of the Group's stake in the subsidiary Novabase Solutions Middle East FZ-LLC to 90.1% (previously 100%), following the internal sale of this subsidiary by Nbase International Investments B.V. to Celfocus, S.A., as part of the corporate reorganization of the Next-Gen business (see note 20).

(iii) Incorporation of Celfocus Egypt, headquartered in Cairo, a subsidiary in which Celfocus, S.A. holds a direct 99.9995% stake.

(iv) Incorporation of Celfocus Arabia, based in Riyadh, a subsidiary in which Celfocus, S.A. holds a direct 100% stake.

(v) Disposal of the stake in NBASIT-Sist. de Inf. e Telecomunic., S.A., an Angolan subsidiary whose operations had been discontinued since the end of 2023, following the sale of the Neotalent entities in Portugal and Spain to Conclusion Group B.V. (see note 39).

(vi) Decrease in the share capital of FCR NB Capital Inovação e Internacionalização for the purpose a cash distribution to its stakeholders, with no impact on the Group's stake in that subsidiary (see note 21).

(vii) Liquidation of the subsidiary Nbase International Investments B.V., as part of the corporate reorganization and streamlining of the Group's structure.

A. Subsidiaries with material non-controlling interests

Considering the changes to the consolidation perimeter described above, Novabase believes that the main subsidiaries in which it holds a material non-controlling interest in accordance with IFRS 12.10, having met all the relevant quantitative and qualitative criteria, are those presented below. The share capital of these subsidiaries consists solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.

Subsidiary	Main activity
Celfocus, S.A.	Development, training and commercialization of systems for the telecommunications industry
FCR NB Capital Inovação eInternacionalização	Venture capital activity through the financing of investment projects aimed at innovation, modernization andinternationalization of small and medium-sized technology-based companies in early development orexpanding phases
FCR NB Capital +Inovação	Venture capital activity through the financing of investment projects aimed at innovation, modernization andinternationalization of small and medium-sized technology-based companies in early development orexpanding phases

Summarized financial information on subsidiaries with material non-controlling interests (amounts before intra-company eliminations):

	Celfocus, S.A.			FCR NB Capital II		FCR NB Capital +Inov.
	31.12.25	31.12.24	31.12.25	31.12.24	31.12.25	31.12.24
Financial position:
Non-Current Assets	20,912	20,955	15,693	12,857	217	579
Current Assets	56,503	55,720	2,116	4,105	612	613
Non-Current Liabilities	(12,301)	(17,061)		--	-	-
Current Liabilities	(46,775)	(47,596)	(40)	(40)	(1)	(2)
Net Assets	18,339	12,018	17,769	16,922	828	1,190
Net Assets attrib. to NCI	2,227	1,612	8,796	8,377	388	558
Results and comprehensive income:
Sales and Services rendered	123,691	135,298	-	-	-	-
Profit for the year	10,361	8,011	3,754	1,260	(362)	25
Total compr. income for the year	10,361	8,011	3,754	1,260	(362)	25
Compr. income attrib. to NCI	1,038	794	1,859	623	(170)	7
Cash flows:
Cash and cash equiv. at 1 January	485	10,003	4,004	4,656	611	353
Cash and cash equiv. at 31 December	2,270	485	2,103	4,004	612	611
Change in cash and cash equivalents	1,785	(9,518)	(1,901)	(652)		1258
Dividends paid to NCI (note 21)	-	-	-	-	-	-

7. Property, plant and equipment

	31.12.25			31.12.24
	Cost	Accumulateddepreciation	Net bookvalue	Cost	Accumulateddepreciation	Net bookvalue
Buildings and other constr.	34,270	27,977	6,293	33,390	25,815	7,575
Basic equipment	8,614	7,409	1,205	9,261	7,812	1,449
Transport equipment	3,638	1,735	1,903	3,473	1,476	1,997
Furniture, fittings and equip.	1,455	1,289	166	1,444	1,328	116
Other tangible assets	12	12	-	12	12	-
	47,989	38,422	9,567	47,580	36,443	11,137

Movements in the heading Property, plant and equipment in 2025, for the Group, had the following breakdown:

	Balance at01.01.25	Acquisitions/charges	Impairment/write-offs	Transfers	Exchangedifferences	Balance at31.12.25
Cost:
Buildings and other constr.	33,390	876	-	-	4	34,270
Basic equipment	9,261	504	(1,151)		--	8,614
Transport equipment	3,473	864	(699)		--	3,638
Furniture, fittings and equip.	1,444	100	(89)		--	1,455
Other tangible assets	12	-	-	-	-	12
	47,580	2,344	(1,939)		-4	47,989
Accumulated depreciation:
Buildings and other constr.	25,815	2,159	-	-	3	27,977
Basic equipment	7,812	587	(990)		--	7,409
Transport equipment	1,476	860	(601)		--	1,735
Furniture, fittings and equip.	1,328	50	(89)		--	1,289
Other tangible assets	12	-	-	-	-	12
	36,443	3,656	(1,680)		-3	38,422

Movements in the heading Property, plant and equipment in 2024, for the Group, had the following breakdown:

	Balance at01.01.24	Acquisitions/charges	Impairment/write-offs	Transfers	Exchangedifferences	Balance at31.12.24
Cost:
Buildings and other constr.	34,201	625	(1,450)	14	-	33,390
Basic equipment	8,527	878	(144)		--	9,261
Transport equipment	3,636	1,013	(1,176)		--	3,473
Furniture, fittings and equip.	1,448	37	(41)		--	1,444
Other tangible assets	12	-	-	-	-	12
	47,824	2,553	(2,811)	14	-	47,580
Accumulated depreciation:
Buildings and other constr.	25,151	2,114	(1,450)		--	25,815
Basic equipment	7,349	586	(123)		--	7,812
Transport equipment	1,193	963	(680)		--	1,476
Furniture, fittings and equip.	1,338	41	(51)		--	1,328
Other tangible assets	12	-	-	-	-	12
	35,043	3,704	(2,304)		--	36,443

Allocations of property, plant and equipment in 2025 primarily refer to right-of-use assets of 'Buildings and other constructions' and 'Transport equipment', which also account for a significant proportion of write-offs (see detail below), but also to 'Basic equipment' for the operations, mainly comprised of laptops.

In 2025, no events or circumstances that indicated that the carrying amount of property, plant and equipment exceeded its recoverable amount were identified. Consequently, no impairment tests have been performed.

Depreciation allocations have been included in 'Amortization and depreciation' in profit or loss (note 31).

Right-of-use assets included in 'Property, plant and equipment', by class of assets, are as follows:

	31.12.25			31.12.24
	Buildingsand otherconstr.	Transportequipment	Total	Buildingsand otherconstr.	Transportequipment	Total
Cost	31,099	3,638	34,737	30,219	3,473	33,692
Accumulated depreciation	(24,982)	(1,735)	(26,717)	(22,856)	(1,476)	(24,332)
	6,117	1,903	8,020	7,363	1,997	9,360

Movements in right-of-use assets were as follows:

		31.12.25			31.12.24
	Buildingsand otherconstr.	Transportequipment	Total	Buildingsand otherconstr.	Transportequipment	Total
Balance at 1 January	7,363	1,997	9,360	8,947	2,443	11,390
Exchange differences	1	-	1	-	-	-
Acquisitions/increases	876	864	1,740	511	1,013	1,524
Write-offs	-	(98)	(98)		-(496)	(496)
Depreciation charge (i)	(2,123)	(860)	(2,983)	(2,095)	(963)	(3,058)
Balance at 31 December	6,117	1,903	8,020	7,363	1,997	9,360

(i) Included in 'Amortization and depreciation' (note 31).

Acquisitions of rights-of-use assets of 'Buildings and other constructions' include (i) the extension of two existing lease agreements in the amount of €112k, (ii) the accounting recognition of a new lease agreement with an estimated term of 36 months, in the amount of €547k, and (iii) the remeasurement of existing agreements linked to an index or rate, in the amount of €217k.

Acquisitions and write-offs of right-of-use assets of 'Transport equipment' are part of the usual renewal of the Group's fleet.

Information on the movements that occurred during the year in lease liabilities related to these right-of-use assets, namely, interest expense and lease payments, can be found in note 22.

For short-term leases considered in the exemption from recognition provided for in IFRS 16, the Group recognized this year the amount of €50k (2024: €119k) under the heading 'External supplies and services'.

8. Intangible assets

	31.12.25			31.12.24
	Cost	Accum.amortization	Net bookvalue	Cost	Accum.amortization	Net bookvalue
Internally generated intang. assets	3,565	2,954	611	3,565	2,795	770
Industrial property and other rights	423	399	24	423	390	33
Intangible assets in progress	3,008	-	3,008	1,684	-	1,684
Goodwill	8,115	-	8,115	8,115	-	8,115
	15,111	3,353	11,758	13,787	3,185	10,602

During 2025, movements in intangible assets for the Group were as follows:

	Balance at01.01.25	Acquisitions/charges	Impairment/write-offs	Transfers	Exchangedifferences	Balance at31.12.25
Cost:
Internally generated intang. assets	3,565	-	-	-	-	3,565
Industrial property and other rights	423	-	-	-	-	423
Intangible assets in progress	1,684	1,324	-	-	-	3,008
Goodwill	8,115	-	-	-	-	8,115
	13,787	1,324	-	-	-	15,111
Accumulated amortization:
Internally generated intang. assets	2,795	159	-	-	-	2,954
Industrial property and other rights	390	9	-	-	-	399
	3,185	168	-	-	-	3,353

During 2024, movements in intangible assets for the Group were as follows:

	Balance at01.01.24	Acquisitions/charges	Impairment/write-offs	Transfers	Exchangedifferences	Balance at31.12.24
Cost:
Internally generated intang. assets	3,463	102	-	-	-	3,565
Industrial property and other rights	382	41	-	-	-	423
Intangible assets in progress	348	1,350	-	(14)		-1,684
Goodwill	8,115	-	-	-	-	8,115
	12,308	1,493	-	(14)	-	13,787
Accumulated amortization:
Internally generated intang. assets	2,662	133	-	-	-	2,795
Industrial property and other rights	382	8	-	-	-	390
	3,044	141	-	-	-	3,185

Depreciation allocations have been included in 'Amortization and depreciation' in profit or loss (note 31).

The headings 'Internally generated intangible assets' and 'Intangible assets in progress' include costs incurred in software development projects.

The amount with research and development recognized as a cost, related to the main research projects, reached approximately €2.7m (2024: €2.5m), and essentially refers to man-hours with employees allocated to projects recorded in 'Employee benefit expense'.

Movements in gross goodwill were as follows:

	31.12.25	31.12.24
Balance at 1 January	8,115	8,115
Discontinued operations Neotalent (Value Portfolio)	-	-
Balance at 31 December	8,115	8,115
Movements in goodwill impairment were as follows:	31.12.25	31.12.24
Balance at 1 January	-	-
Impairment losses	-	-
Balance at 31 December	-	-

Impairment tests for goodwill

	31.12.25	31.12.24
Next-Gen	8,115	8,115
	8,115	8,115

Impairment tests for goodwill
Goodwill is allocated to the Group's Cash Generating Units (CGUs), identified according to how Novabase monitors its operations and makes
its decisions on the continuation or disposal of its assets and operations, as follows:
	31.12.25	31.12.24
Next-Gen	8,115	8,115
	8,115	8,115
Next-Gen	31.12.25	31.12.24
Discount rate (post-tax)Perpetuity growth rate	9.6%2.0%	9.9%2.0%
Average annual growth rate of turnover	5.9%	5.0%
The management has determined each of the above key assumptions as follows:• Discount rate (post-tax) - Based on the weighted average cost of capital ("WACC") and considering a tax rate of 21.5%, reflects specific risksrelating to the relevant industry in which it operates.
• Perpetuity growth rate -This is the weighted average growth rate used to extrapolate cash flows beyond the business plan, being consistent
with forecasts included in industry reports.
• Average annual growth rate of turnover - Average annual growth rate over the five-year forecast period; based on past performance andmanagement's expectations of market development.

The application of the previously described method generates a recoverable amount (determined by value in use) of assets exceeding its carrying amount, therefore it is concluded that there is no need for an impairment charge to the goodwill allocated to the Cash Generating Unit. A possible increase or decrease of 1 percentage point in the WACC would not result in an Equity Value of the Next-Gen CGU, in any of the situations, lower than the carrying amount of assets.

9. Financial assets at fair value through profit or loss

		% Interest held directly		Amount
	31.12.25	31.12.24	31.12.25	31.12.24
(i)Feedzai, S.A.	1.1%	1.4%	15,242	12,178
(ii) Globaleda, S.A.	25.1%	25.1%	336	497
Aixtel Technologies, S.A.(iii)	5.3%	5.3%	178	512
(iv) Bright Innovation, Lda.	90.0%	90.0%	-	-
(v) Glarevision, S.A.	6.7%	10.5%	91	217
(vi) Habit Analytics PT, Lda.	3.8%	4.0%	-	-
(vii) Other			558	596
			16,405	14,000

(i) Company, held by FCR NB Capital Inovação e Internacionalização, dedicated to the development of solutions for processing large volumes of data in real time, which applies advanced machine learning and artificial intelligence models to combat fraud in financial services and e-commerce.

(ii) Held by Novabase Business Solutions, S.A., this is a technology-based company in the area of information systems and telecommunications engineering. Despite holding more than 20% of Globaleda's shares, Novabase does not have significant influence on this company, understood as the power to participate in the financial and operating policy decisions of the investee, namely it has no representation on the Board of Directors nor participation in the policy-making process nor transactions with the investee.

(iii) Company held by the funds FCR NB Capital Inovação e Internacionalização and FCR NB Capital +Inovação, which developed FIBERCLOUD, a network management platform for the global market.

(iv) Company held by FCR NB Capital Inovação e Internacionalização, whose purpose is to incubate projects in the area of Information and Communication Technologies (ICT) and provide integrated services in the administrative and financial areas, training and assistance for ICT SME applications, supported by a multichannel platform.

(v) Company held by FCR NB Capital +Inovação, focused on developing solutions based on augmented reality for industrial maintenance. In 2025, the Fund's stake in this company was diluted following an investment round closed in March in which the Fund did not participate.

(vi) Company held by FCR NB Capital +Inovação and by Novabase Capital S.C.R., S.A., focused on developing a real-time data intelligence platform (Internet of Things). In 2025, the stake in this company was diluted following a capital increase and the approval of SAFEs not subscribed to by the Fund and Novabase Capital. (vii) In 2025 and 2024, the amount is fully related to FCT - Labour Compensation Fund.

Novabase does not have control of the companies held by the funds FCR NB Capital Inovação e Internacionalização and FCR NB Capital +Inovação and by Novabase Capital S.C.R., S.A., understood as the power to manage the relevant activities of an entity, being exposed to the risks of variation of the return obtained and having the capacity to affect those returns through its power over the entity, therefore they were not considered subsidiaries or associates.

Movements in this heading were as follows:

	31.12.25	31.12.24
Balance at 1 January	14,000	13,879
Acquisitions/share capital increase	-	-
Disposals/share capital decrease	(628)	(159)
Net fair value adjustments (notes 32 and 33)	3,033	280
Balance at 31 December	16,405	14,000

In 2025, the figure under 'Disposals' relates to: i) reimbursements from the FCT - Labour Compensation Fund, amounting to -€51k (2024: €0k), and ii) sale of shares held in Feedzai, S.A., amounting to -€577k (2024: -€159k, relating entirely to the sale of shares held in Probely, S.A.).

The net fair value adjustments recognized in profit or loss of Level 1 instruments amounted to €13k, while the net fair value adjustments of Level 3 instruments amounted to €3,020k.

Note 40 provides information on the fair value hierarchy of these financial assets, valuation techniques, unobservable inputs and sensitivity analysis, and valuation processes. Please also see this note for further information on acquisitions and/or disposals and fair value adjustments of Level 3 instruments.

10. Deferred tax assets

Deferred taxes are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred tax assets and liabilities relate to the same tax authority. At 31 December 2025, the deferred tax liability offset amounts to €1,866k (31.12.24: €1,344k), and refers mainly to non-taxable adjustments arising from the application of the fair value to the Funds' participated companies.

The gross movement in deferred tax assets was as follows:

	31.12.25	31.12.24
Balance at 1 January	6,806	6,945
Profit or loss charge (note 34)	(1,179)	(563)
Directly to equity charge	(99)	424
Balance at 31 December	5,528	6,806

The effect recognized directly in equity, amounting to -€99k (2024: €424k), refers to the tax on deductible temporary differences from the Stock Option Plan - equity settlement.

For the Group, the movement in deferred tax assets during the year, after the offsetting of balances within the same tax jurisdiction, is as follows:

	TaxCredits	Tax Losses/Other	Stockoptions	Provisions/Adjustments	Total
At 1 January 2024	6,347	986	-	(388)	6,945
Charged to Profit or Loss	(1,992)	680	307	442	(563)
Charged directly to Equity	-	-	424	-	424
At 31 December 2024	4,355	1,666	731	54	6,806
Charged to Profit or Loss	676	(719)	219	(1,355)	(1,179)
Charged directly to Equity	-	-	(99)		-(99)
At 31 December 2025	5,031	947	851	(1,301)	5,528

Deferred tax assets related to tax credits result from projects of research and development submitted under the SIFIDE incentive scheme.

The Profit or loss charge' for tax credits in 2025 include the following effects:

(i) allocation of €729k for the 2025 financial year, currently pending approval;

(ii) derecognition of DTA associated with SIFIDE, in the combined amount of -€486k, following a reassessment of recoverability;

(iii) adjustment of the SIFIDE estimate for 2022 and 2023, totalling €187k, per approvals received from ANI in 2025;

(iv) adjustment of the SIFIDE estimate for 2024, in the amount of -€3k, per the SIFIDE application amount submitted to ANI; and (v) adjustment of the use of SIFIDE in Form 22 from 2024, amounting to €249k.

The expiry date of the deferred tax assets can be analysed as follows:

	TaxCredits	Tax Losses/Other	Stockoptions	Provisions/Adjustments	Total
Between 3 and 4 years	509	-	-	-	509
Between 4 and 5 years	1,990	-	-	-	1,990
Between 5 and 6 years	1,012	-	-	-	1,012
Over 6 years	1,520	-	-	-	1,520
With no defined date	-	947	851	(1,301)	497
	5,031	947	851	(1,301)	5,528

11. Other non-current assets

	31.12.25	31.12.24
Loans to related parties (note 38 iii))	-	1,477
Provision for impairment of loans to related parties (note 38 iii))	-	(948)
	-	529

As at 31 December 2025, the supplementary payments at Bright Innovation, Lda. and the related impairment were classified as current (note 13).

The fair value of this heading approximates its carrying amount.

Movements in the provision for impairment of loans to related parties are analysed as follows:

31.12.25	31.12.24
948	2,978
130	20
-	(735)
(1,078)	-
-	(1,315)
-	948

12. Financial instruments by category

At 31 December 2025	Financialassets atamortizedcost	Assets/liabilities atfair valuethrough P&L	Financialliabilities atamortizedcost	Nonfinancialassets/liabilities	Total
Assets
Financial assets at fair value through profit or loss	-	16,405	-	-	16,405
Other non-current assets	-	-	-	-	-
Trade and other receivables	40,984	-	-	469	41,453
Accrued income	32	-	-	7,982	8,014
Derivative financial instruments	-	6	-	-	6
Other current assets	-	-	-	2,147	2,147
Cash and cash equivalents	30,693	-	-	-	30,693
	71,709	16,411	-	10,598	98,718
Liabilities
Borrowings	-	-	15,484	-	15,484
Other non-current liabilities	-	-	459	2,291	2,750
Trade and other payables	-	-	28,851	-	28,851
Derivative financial instruments	-	14	-	-	14
Deferred income and other current liabilities	-	-	-	15,634	15,634
	-	14	44,794	17,925	62,733

At 31 December 2024	Financialassets atamortizedcost	Assets/liabilities atfair valuethrough P&L	Financialliabilities atamortizedcost	Non-financialassets/liabilities	Total
Assets
Financial assets at fair value through profit or loss	-	14,000	-	-	14,000
Other non-current assets	529	-	-	-	529
Trade and other receivables	44,076	-	-	1,604	45,680
Accrued income	64	-	-	3,267	3,331
Derivative financial instruments	-	75	-	-	75
Other current assets	-	-	-	2,987	2,987
Cash and cash equivalents	62,747	-	-	-	62,747
	107,416	14,075	-	7,858	129,349
Liabilities
Borrowings	-	-	20,271	-	20,271
Other non-current liabilities	-	-	826	2,749	3,575
Trade and other payables	-	-	28,713	-	28,713
Derivative financial instruments	-	688	-	-	688
Deferred income and other current liabilities	-	-	-	17,217	17,217
	-	688	49,810	19,966	70,464

13. Trade and other receivables

	31.12.25	31.12.24
Trade receivables	40,200	42,820
Impairment allowance for trade receivables	(261)	(310)
	39,939	42,510
Value added tax	447	1,041
Receivables from financed projects (note 26)	887	1,740
Loans to related parties (notes 11 and 38 iii))	1,477	-
Receivables from the liquidation of participated companies (note 38 iii))	7	81
Advances on account of financial holdings disposal (note 39)	-	238
Prepayments to suppliers	11	311
Employees	11	14
Other receivables	295	288
Impairment allowance for other receivables	(543)	(543)
Provision for impairment of loans to related parties (notes 11 and 38 iii))	(1,078)	-
	1,514	3,170
	41,453	45,680

The fair value of this heading approximates its carrying amount.

The carrying amount of this heading plus the balance of 'Accrued income' (see note 14) represents the maximum exposure to credit risk.

The exposure to credit risk and ECLs for Novabase's trade receivables as at 31 December 2025 and 31 December 2024 is analysed as follows:

At 31 December 2025	Weighted-average lossrate	Grosscarryingamount	Lossallowance	Asset indefault
Current	0.16%	31,276	17	No
1-180 days past due	1.13%	7,343	20	No
181-360 days past due	7.23%	1,460	103	No
More than 360 days past due	100.00%	121	121	Yes
		40,200	261

At 31 December 2024	Weighted-average lossrate	Grosscarryingamount	Lossallowance	Asset indefault
Current	0.18%	29,466	21	No
1-180 days past due	1.00%	12,857	27	No
181-360 days past due	12.57%	189	23	No
More than 360 days past due	81.63%	308	239	Yes
		42,820	310

Details regarding the concentration of the Group's customer balances and distribution of customers with higher balances by geographical market and business sector can be found in note 3 c).

Movements in impairment allowances for trade and other receivables are analysed as follows:

		Trade receivables		Other receivables		Total
	31.12.25	31.12.24	31.12.25	31.12.24	31.12.25	31.12.24
Balance at 1 January	310	780	543	765	853	1,545
Impairment	223	101	-	-	223	101
Impairment reversal	(71)	(571)	-	(222)	(71)	(793)
Write-offs	(201)	-	-	-	(201)	-
Balance at 31 December	261	310	543	543	804	853

14. Accrued income

	31.12.25	31.12.24
Ongoing projects	7,982	3,267
Other accrued income	32	64
	8,014	3,331

The balances with ongoing projects, or assets arising from contracts, refer to differences between the progress of projects and contractual invoicing times. This framework is typical of this industry.

15. Income tax receivable and payable

Since 1 January 2009, Novabase is being taxed under the Special Taxation Regime for Groups of Companies (Group taxation relief). For taxation purposes, this group includes companies held in 75% or more by Novabase S.G.P.S. which comply with the further requirements under article 69 and following of the Corporate Income Tax Code.

In 2025, Celfocus, S.A. and Binómio, Lda. rejoined Novabase's tax group, both of which has been temporarily excluded in 2023 in the wake of Celfocus' equity partnership.

The remaining subsidiaries, which are not covered by the Novabase Group's special tax regime, are taxed individually, based on their respective taxable amounts and applicable tax rates (see note 34).

		Assets		Liabilities
	31.12.25	31.12.24	31.12.25	31.12.24
Payments on account	3,056	2,295	(20)	-
Special payment on account	111	335	-	-
Estimated tax (note 34)	(1,008)	(1,547)	68	25
Tax payable	-	-	6	(19)
Reimbursement requests	79	79	-	-
Third-party withholding	1,028	1,947	-	-
	3,266	3,109	54	6

16. Derivative financial instruments

The fair value of derivative financial instruments can be analysed as follows:

	Assets			Liabilities
31.12.25		31.12.24	31.12.25	31.12.24
Forward foreign exchange contracts	6	75	14	688
	6	75	14	688

The Group is exposed to foreign exchange risk, primarily with respect to the U.S. Dollar, since some of its subsidiaries perform transactions in this currency. Novabase's exposure to foreign exchange risk also arises from its presence in several markets, namely in the United Kingdom, Egypt and Saudi Arabia, although the exposure to these geographies is low.

The financial instruments used to mitigate this exposure are foreign exchange forwards, and they are contracted on the net exposure to currencies, according to the terms of receipts and payments agreed with third parties, in order to set the exchange rate associated with these operations. The nature of the hedged risk is the exchange variation recorded in foreign currency denominated transactions.

The fair value is classified as a non-current asset or liability if the remaining maturity is greater than 12 months and as current asset or liability if the remaining maturity is less than 12 months. In 2025, derivative financial instruments were classified as current assets and liabilities. Although contracted with the purpose of economic hedge in accordance with the Group's risk management policies, changes in the fair value of these derivatives were recognized in profit or loss (see note 2.21 (1)). Note 40 provides information on the fair value hierarchy of these financial assets and liabilities.

As at 31 December 2025, the Group had forward foreign exchange contracts to sell U.S. Dollar with the notional amount of $11,377,146 (31.12.24: $15,961,706) and forward foreign exchange contracts to buy U.S. Dollar with the notional amount of $289,984 (31.12.24: $4,445,916). It also had forward foreign exchange contracts to sell Swiss franc with the notional amount of 241,527 CHF (31.12.24: 0 CHF). At the reporting date, there were no forward foreign exchange contracts to buy or sell British Pound (as at 31.12.24, these had a notional amount of £942,439 and £120,000, respectively).

17. Other current assets

The amounts recorded regarding prepayments of contracted services are as follows:

	31.12.25	31.12.24
Consulting	728	1,584
Software licences	258	429
Insurances	518	560
Software maintenance	15	27
Other specialized services	573	337
Rents	55	50
	2,147	2,987

In order to ensure the proper balancing of the services provided by third parties, expenses were deferred and will be recognized in profit or loss in the next period.

18. Cash and cash equivalents

	31.12.25	31.12.24
Cash	7	16
Short-term bank deposits	30,688	62,735
Impairment of deposits and financial investments	(2)	(4)
Cash and cash equivalents by Statement of Financial Position	30,693	62,747
Cash and cash equivalents included in Assets from discontinued operations	-	1,178
Less: Impairment of deposits and financial investments	2	4
Cash and cash equivalents by Statement of Cash Flows	30,695	63,929

Changes in the balance of 'Cash and cash equivalents' essentially reflects the payment of dividends to shareholders, totalling €47,312k, partially offset by the proceeds from the capital increase carried out by Novabase shareholders who opted to receive the dividend in shares, amounting to €13,973k (see notes 19 and 20).

78% of the balance of cash and cash equivalents (net of impairment losses) refers to fully owned Novabase subsidiaries. Of the remainder, 9% is related to subsidiaries based outside Portugal.

At 31 December 2025 and 2024, no restrictions existed as to the use of the amounts recorded in 'Cash and cash equivalents'.

The ratings attributed to the financial institutions with whom the Group has higher balances of bank deposits are detailed in note 3 c).

The fair value of this heading approximates its carrying amount.

Movements in impairment allowance for short-term bank deposits and financial investments are analysed as follows:

	31.12.25	31.12.24
Balance at 1 January	4	6
Impairment (note 33)	-	3
Impairment reversal (note 32)	(2)	(5)
Balance at 31 December	2	4

19. Share Capital, share premium and treasury shares and stock options

The share capital as at 31 December 2025, fully subscribed and paid in the amount of €1,152,569.19 (31.12.24: €1,072,866.06), is represented by 38,418,973 shares with a nominal value of €0.03 each (31.12.24: 35,762,202 shares of €0.03).

At 31 December 2025, 83.73% of Novabase's share capital (32,167,832 shares) is held by shareholders with qualifying stakes. The list of shareholders with qualifying stakes can be found in the annexes to the management report, included in the Management Report, which is an integral part of the Annual Financial Report.

	No. Shares(thousands)	Sharecapital	Treasuryshares	Sharepremium	Total
At 1 January 2024	26,528	796	(20)	226	1,002
Share capital increase	9,234	277	-	37,704	37,981
Treasury shares purchased	-	-	-	-	-
Treasury shares transferred	-	-	-	-	-
At 31 December 2024	35,762	1,073	(20)	37,930	38,983
Share capital increase	2,657	80	-	13,893	13,973
Treasury shares purchased	-	-	(3)	-	(3)
Treasury shares transferred	-	-	2	-	2
At 31 December 2025	38,419	1,153	(21)	51,823	52,955

In compliance with the resolutions taken by the General Meeting of Shareholders on 22 May 2025, a capital increase was carried out as a result of cash contributions made by Novabase shareholders who opted to receive their dividend in kind (see note 20).

The amount of this capital increase was €13,972,490.05, corresponding to the issuance of 2,656,771 new shares ("New Shares"), which were subscribed to by shareholders holding shares representing approximately 29% of the share capital entitled to dividends. As a result, Novabase's share capital now totals €1,152,569.19 (31.12.24: €1,072,866.06), represented by 38,418,973 ordinary registered shares (31.12.24: 35,762,202), with a nominal value of €0.03 each.

These New Shares are fungible with other shares, and grant shareholders the same rights as those in existence prior to the aforementioned capital increase; they were admitted to trading on the Euronext Lisbon regulated market as of 30 June 2025 (inclusive).

In keeping with prevailing legislation and deliberated in the General Meeting of Shareholders of 22 May 2025, the acquisition of treasury shares by Novabase SGPS is permitted up to a maximum of 10% of its share capital.

Note that Novabase launched a treasury share buy-back program ("Buy-Back Program") on 20 December 2024, with a maximum of 460,000 shares to be acquired, corresponding to the estimated number of shares needed on that date to settle the options granted under the Company's Plan for Options to Allot Shares (see following section), with a maximum monetary amount of up to €3,000,000. The Buy-Back Program will remain in force until 31 December 2026, subject to discontinuation at an earlier date should the maximum number of shares or maximum monetary amount be reached.

As at 31 December 2024, Novabase held 658,921 treasury shares in its portfolio, representing 1.84% of its share capital, of which 658,461 were held through Novabase Consulting S.G.P.S., S.A.

Novabase S.G.P.S. purchased 99,661 treasury shares on the stock market at an average net price of €7.856 under the Buy-Back Program in 2025. In addition, Novabase S.G.P.S. transferred ownership of 47,946 shares to directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín (23,973 shares each), following the settlement of Novabase share options granted in 2021 and exercised in 2022, which had been retained by Novabase pursuant to the Regulations (see also note 38 i)).

As at 31 December 2025, Novabase held 710,636 treasury shares in its portfolio, representing 1.85% of its share capital, of which 658,461 were held through Novabase Consulting S.G.P.S., S.A.

Share premiums resulted from gains obtained with share capital increases. According to the current legislation, the amounts included under this heading can be used only to increase share capital or to absorb losses carried forward (no need for prior use of other reserves), but it cannot be used for attribution of dividends or purchase of treasury shares.

Stock options

At 31 December 2025, Stock Options Plan Regulations ("Regulations") are in effect, approved at the General Meeting of Shareholders dated 26 September 2019. These Regulations set out the general terms and conditions under which options over ordinary shares of the Company may be attributed to the Board of Directors and Novabase employees.

The assigned options have as sole condition of acquisition, the employee's permanence on the dates defined in the terms of the plan, and automatically expire whenever the employee ceases to be at the service of any of the Group companies due to dismissal promoted by Novabase with the allegation of just cause, or in the event of termination of employment at the employee's initiative.

The options exercised are settled as follows: i) 50% through the attribution of Novabase shares ('net share settlement') held by the Company, and ii) the remaining 50% through the attribution of Novabase shares ('net share settlement') or, alternatively, in cash ('net cash settlement'), by choice of the participant. The same Regulations also establish that the maturity date of the options corresponds to the 2nd anniversary counting from the grant's date (without prejudice of the participant choice to exercise on the 1st anniversary), and that the retention period (period during which the shares corresponding to the exercised options will be retained by Novabase) corresponds to three years counting from the exercise date, with ownership of the shares being transferred to the participant once such period has elapsed and conditioned to the positive performance of Novabase during the same period.

Finally, it should be noted that, in accordance with the Regulations, the retained shares are subject to adjustments for events occurring during the retention period, in particular the payment of dividends, whereby the participant must be paid an amount equivalent to the cumulative pershare payments made to shareholders during that time, together with the handover of the shares.

Movements in the number of share options outstanding are as follows:

		31.12.25		31.12.24
	Averageexerciseprice pershare	Options(thousands)	Averageexerciseprice pershare	Options(thousands)
Balance at 1 January		318		600
Granted	(2.072)	318	(0.749)	318
Exercised	7.444	(318)	5.604	(600)
Balance at 31 December		318		318

Share options outstanding at the end of the year have the following expiry date and exercise prices:

Expiry date	price (*)	31.12.25	31.12.24
2026	(0.749)	-	318
2027	(2.072)		-
		318	318
		Exercise	Options (thousands)318

In 2025, 317,500 options were granted, with a total estimated value of the plan of €3,035k.

The fair value of options granted during the period using the Monte Carlo model was €9.3257. The significant inputs into the model were the following:

(i) Spot: €7.35

(ii) Exercise price (*): -€2.0724

(iii) Volatility: 28.757% - obtained using a sample mean of a series of historical volatilities based on 180 daily closing prices

(iv) Options' time-to-maturity: 1.9671 years

(v) Risk-free interest rate: 2.0052% (2 years)

(*) Corresponds to the strike price under the terms of the September 2019 Regulations of €2.295 per share, adjusted by the shareholder remuneration distributed after this date discounting treasury shares.

According to the Regulations, the share options exercise price is adjusted by dividends' distribution, therefore the options may be evaluated based on the exercise price already set and assuming a dividend yield null.

Also in 2025, 317,500 options were exercised, resulting in the payment of €1,511k and in the allotment of 202,946 ordinary Novabase shares. In addition, 47,946 shares previously retained by Novabase were handed over to directors with special responsibilities, with a payment of €191k made in respect of the adjustment of dividends paid during the shares' retention period, pursuant to the Regulations. As at 31 December 2025, Novabase had allocated 916,988 shares (31.12.24: 761,986 shares), following the exercise of options on Novabase shares.

In 2025, the Group recognized in the statement of profit or loss, under 'Employee benefit expense' heading, a cost in the amount of €2,582k (see note 28), against stock options reserves in the amount of €743k (see note 20), the increase in liabilities of €328k (see note 25) and a cash outflow of €1,511k as stated above (see note 38 i)).

20. Reserves and retained earnings

Movements in 'Reserves and retained earnings' are analysed as follows:

	31.12.25	31.12.24
Balance at 1 January	28,538	27,449
Profit for the previous year	6,420	47,058
Payment of dividends/shareholder remuneration	(47,312)	(46,306)
Exchange differences on foreign operations	18	(15)
Purchase and sale of treasury shares (note 19)	(780)	(3)
(*)Share-based payments (note 19)	(384)	545
Share-based payments -stock options exercise (note 19)	(2)	-
Transactions with non-controlling interests	(156)	(190)
Transfer of exchanges differences on foreign operations to profit and loss (note 39)	5,597	-
Balance at 31 December	(8,061)	28,538

(*) In 2025, corresponds to: i) €743k for the cost of plans for options to allot shares; ii) -€1,028k for the adjustment of the 2025 dividend on shares retained; and iii) -€99k in deferred tax assets relating to items recognized directly in equity.

At the General Meeting of Shareholders dated 22 May 2025, Novabase's shareholders resolved that an amount of €26,164.86 from the 2024 net profit should be allocated to replenish the legal reserve. They also resolved to distribute €48,279k in dividends, corresponding to a gross dividend of €1.35 per share, based on the total number of shares issued (see note 36), whereby each shareholder was given the option, at their sole discretion, to receive all or part of the dividend in new shares of the same class to be issued by the Company in a capital increase carried out for that purpose (see note 19). The payment, made in June 2025, totalled €47,312k, with the difference between distribution and payment corresponding to the remuneration of treasury shares held by the Company, which remained in Novabase. In 2024, the total amount paid to shareholders was €46,306k, equivalent to €1.79 per share, of which €1.41 was in dividends – in a similar arrangement to that of 2025 – with the remainder from the distribution of free reserves.

According to legislation in force, Portuguese-based companies that integrate the Novabase Group are required to transfer a minimum of 5% of annual net profit to legal reserves until this balance reaches at least 20% of the share capital. This reserve cannot be distributed to shareholders, although it may be used to absorb losses carried forward or to increase share capital. Also, according to Article 324, paragraph 1 b) of the Portuguese Companies Code, Novabase constitutes an unavailable reserve of an amount equal to the amount recorded in treasury shares (31.12.25: €402k and 31.12.24: €3k).

In 2025 and 2024, the Group performed transactions with non-controlling interests (NCI) with the following impact:

	Reductionof assets	Paymentsto NCI	(Decrease)/increaseof NCI(note 21)	Impact onEquity attrib.to owners ofthe parent
At 31 December 2025
(i)Dilution of holding in NB Solutions Middle East by 9.939%	-	-	17	(17)
(ii)Acquisition of 2% of Rota Virtuosa, S.A.	-	184	(45)	(139)
	-	184	(28)	(156)

	Reductionof assets	Paymentsto NCI	(Decrease)/increaseof NCI(note 21)	Impact onEquity attrib.to owners ofthe parent
At 31 December 2024
(iii)Dilution of holding in FCR NB Capital II by 1.34%	-	823	(610)	(213)
(iv)Dilution of holding in FCR NB Capital +Inovação by 4.70%	1,898	-	(1,921)	23
	1,898	823	(2,531)	(190)

(i) The Group reduced its stake in Novabase Solutions Middle East FZ-LLC to 90.1% (previously 100%), following the intra-group disposal of this subsidiary by Nbase International Investments B.V. to Celfocus, S.A., with the former having been wound up at the end of 2025 under the Group's internal reorganization (see note 6).

(ii) The Group acquired an additional 2% stake in its subsidiary Rota Virtuosa, S.A., bringing its total holding to 78% of the company's share capital (previously 76%). As a result, it increased its indirect stake in the subsidiaries it holds by 0.295% to 90.4% (see note 6).

(iii) The Group diluted its stake in FCR NB Capital Inovação e Internacionalização to 50.50% (previously 51.83%), after closing tranche A of that fund, followed by a share capital reduction to distribute cash.

(iv) The Group reduced its stake in FCR NB Capital +Inovação to 53.12% (previously 57.82%), after a share capital reduction in that fund in the amount of unpaid subscribed capital.

Given that these transactions with non-controlling interests did not affect the exercise of control, they were accounted for as equity transactions (i.e., transactions with equity holders in their capacity as holders).

21. Non-controlling interests

Movements in 'Non-controlling interests' are analysed as follows:

	31.12.25	31.12.24
Balance at 1 January	10,945	11,587
(*)Return of capital	(1,439)	-
Transactions with non-controlling interests (note 20)	(28)	(2,531)
Exchange differences on foreign operations	9	(10)
Profit attributable to non-controlling interests	2,796	1,245
(**)Change in consolidation perimeter	(1,028)	654
Balance at 31 December	11,255	10,945

(*) Return of share capital of FCR NB Capital Inovação e Internacionalização to its participants (see note 6 (vi)).

(**) In 2025, NBASIT-Sist. de Inf. e Telecomunic., S.A. and in 2024, TVLab, S.A.

22. Borrowings

	31.12.25	31.12.24
Non-current
Bank borrowings	4,036	6,311
Lease liabilities	6,134	7,913
	10,170	14,224
Current
Bank borrowings	2,275	3,276
Lease liabilities	3,039	2,771
	5,314	6,047
Total borrowings	15,484	20,271

The maturity of debts recognized in 'Borrowings' can be analysed as follows:

	6 months orless	6 to 12months	Between 1and 2 years	Between 2and 5 years	Over 5 years	Total
Bank borrowings	1,138	1,137	2,276	1,760	-	6,311
Lease liabilities	1,515	1,524	2,888	3,246	-	9,173
At 31 December 2025	2,653	2,661	5,164	5,006	-	15,484
Bank borrowings	2,138	1,138	2,275	4,036	-	9,587
Lease liabilities	1,402	1,369	2,607	5,306	-	10,684
At 31 December 2024	3,540	2,507	4,882	9,342	-	20,271

The weighted average of effective interest rates of bank borrowings at the reporting date is 3.448% (31.12.24: 3.931%). The Group uses its incremental borrowing rate when determining the present value of future lease payments, based on the features of the agreement (underlying asset, guarantees and lease term). The weighted average rate applied at the reporting date is 4.907% (31.12.24: 4.831%). This note presents lease liabilities already discounted of the future finance charges, which amount to €691k as at 31 December 2025 (31.12.24: €1,036k).

In 2025, loan repayments with banking institutions amounted to €3,276k (2024: €6,475k). No new loans were taken out during the period, nor were terms or covenants renegotiated for existing loans as at 31 December 2024.

Movements in lease liabilities are as follows:

31.12.25	31.12.24
10,684	11,757
2	-
1,740	1,524
(98)	(496)
496	540
(3,651)	(2,641)
9,173	10,684

(i) Includes new lease agreements, remeasurement of leases that depend on an index or rate and lease modifications that are not accounted

for as a separate lease (lease term).

(ii) Included in 'Finance costs' (note 33).

(iii) Classified as 'Cash flows from financing activities' in the Consolidated Statement of Cash Flows.

Note 7 provides information on the right-of-use assets of the Group related to these lease liabilities.

The covenants of the Group's bank borrowings are as follows:

Covenants

• Net debt/EBITDA <= 3.5
• Non-reduction of share capital
• Bond seniority determined pari passu
• Cross Default
• Good standing with tax and social security authorities
• Published accounts
• Information disclosure obligations regarding court disputes
• Active insurance policies

As at 31 December 2025, the Group was in compliance with all of its contractual covenants. The net debt to EBITDA ratio was -1.00 (31.12.24: -3.33). EBITDA is an alternative performance measure that Novabase defines as 'Operating Profit' excluding 'Amortization and depreciation' and 'Restructuring costs' (and other unusual costs, if applicable).

(a) Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

31.12.25	31.12.24
30,695	63,929
(5,314)	(6,047)
(10,170)	(14,224)
15,211	43,658

	Cashand cashequivalents	Bankborrowingsdue <1 year	Bankborrowingsdue >1 year	Leaseliabilitiesdue <1 year	Leaseliabilitiesdue >1 year	Net debt
At 1 January 2024	81,450	(7,475)	(8,587)	(1,961)	(9,796)	53,631
Cash flows	(16,998)	6,475	-	2,101	-	(8,422)
Acquisitions -lease liabilities	-	-	-	-	(1,524)	(1,524)
Effect of exchange rate changes	(523)		--	-	-	(523)
Other non-cash movements	-	(2,276)	2,276	(2,911)	3,407	496
At 31 December 2024	63,929	(3,276)	(6,311)	(2,771)	(7,913)	43,658
Cash flows	(33,031)	3,276	-	3,155	-	(26,600)
Acquisitions -lease liabilities	-	-	-	-	(1,740)	(1,740)
Effect of exchange rate changes	(203)		--	-	(2)	(205)
Other non-cash movements	-	(2,275)	2,275	(3,423)	3,521	98
At 31 December 2025	30,695	(2,275)	(4,036)	(3,039)	(6,134)	15,211

23. Provisions

Movements in provisions are analysed as follows:

	Restructuring	Other Risksand Charges	Total
At 1 January 2024	-	3,269	3,269
Charge for the year (notes 29 and 30)	1,854	1,160	3,014
Reversals (note 30)	-	(189)	(189)
Uses	-	(542)	(542)
At 31 December 2024	1,854	3,698	5,552
Charge for the year (note 30)	-	328	328
Reversals (notes 29 and 30)	(157)	(1,005)	(1,162)
(*)Uses	(1,697)		-(1,697)
At 31 December 2025	-	3,021	3,021

(*) Use of the provision for compensation costs under the restructuring process implemented at the end of 2024.

The balance of 'Provisions' is intended to cover different risks and charges, namely the situations listed below, the settlement of which may result in cash outflows and other probable liabilities, for which it is most often not possible to estimate reliably the time of occurrence of the

expense: • Liabilities with costs to be incurred with possible contractual penalties related to ongoing projects; • Other risks related to events/disputes of various kinds, which include contingencies of civil, labour, contractual nature, among others, and

involve customers, suppliers, business partners or employees; • Restructuring – Liability for costs to be incurred from employee compensation payments arising from the restructuring process implemented at the end of 2024.

24. Other non-current liabilities

	31.12.25	31.12.24
Stock options plan – shares retained (note 19)	459	826
Research and development grants	2,291	2,749
	2,750	3,575

The heading 'Stock Option Plan – shares retained' refers to the non-current debt for the adjustment of dividends on retained shares, in accordance with the Regulations of the Plan for Options to Allot Shares currently in force (see note 19). The portion with a maturity of less than 12 months is included in 'Trade and other payables' (note 25).

The heading 'Research and development grants' corresponds to the grant under the PRR - Recovery and Resilience Plan for the BLOCKCHAIN.PT – "Decentralizing Portugal with Blockchain" Agenda project. Additional information on grants is provided in note 26.

The fair value of this heading approximates its carrying amount.

The due date of these liabilities is as follows:

	31.12.25	31.12.24
Between 1 and 2 years	1,375	1,742
Between 2 and 5 years	1,375	1,833
	2,750	3,575

25. Trade and other payables

	31.12.25	31.12.24
Trade payables	2,434	3,274
Remunerations, holiday pay and holiday allowances	8,800	9,358
Bonus	7,216	7,268
Ongoing projects	2,986	3,175
Value added tax	320	86
Social security contributions	1,937	2,022
Income tax withholding	1,065	1,207
Employees	66	98
Stock options plan –cash settled (note 19)	889	561
Stock options plan –shares retained (notes 19 and 24)	1,331	127
Other accrued expenses	1,472	1,300
Other payables	335	237
	28,851	28,713

The fair value of this heading approximates its carrying amount.

The maturity of these liabilities is as follows:

	31.12.25	31.12.24
No later than 1 year	28,851	28,713
	28,851	28,713

26. Deferred income and other current liabilities

	31.12.25	31.12.24
Consulting projects	15,176	17,217
Research and development grants	458	-
	15,634	17,217

The balances with consultancy projects, or liabilities arising from contracts, refer to differences between the progress of projects and contractual invoicing times. This framework is typical of this industry.

The table below shows the financial incentives for research and development outstanding as at 31 December 2025, by type of incentive program. The balances to be received are presented in note 13.

	Contractedamount	Acum. amountreceived
Grants:
• FAI -Innovation Support Fund	1,706	1,163
• PRR -Recovery and Resilience Plan	2,749	2,405
	4,455	3,568

Incentives received during the year, whether from projects outstanding at the reporting date or from projects closed in the meantime, totalled €853k (2024: €1,142k).

27. External supplies and services

	31.12.25	31.12.24
Subcontracts	28,834	38,346
Commissions and consultancy fees	797	1,120
Transportation, travel and accommodation expenses	2,799	3,935
Specialized services and rents	3,502	2,513
Advertising and promotion	382	330
Water, electricity and fuel	474	477
Communications	179	242
Insurances	403	441
Utensils, office supplies and technical documentation	679	445
Other supplies and services	530	563
	38,579	48,412

Subcontracts mostly refer to amounts incurred for services rendered by external entities used by the Group to support projects for clients.

An analysis of added value from subcontracts and 'Employee benefit expense' suggests that their trend in 2025 mirrored the decline in revenue, reflecting a stricter focus on profitability and lower exposure to less differentiated activities.

28. Employee benefit expense

	31.12.25	31.12.24
Key management personnel compensation (note 38 i))	1,507	980
Wages and salaries of the employees	53,940	56,599
Employee wage and salary expenses	9,470	9,828
Stock options granted (notes 19 and 38 i))	2,582	2,788
Other employee expenses	3,835	3,907
	71,334	74,102

Other employee expenses include labour accident insurance, social responsibility costs, training costs and indemnities.

The change in 'Key management personnel compensation' is impacted by the reversal of estimated variable remuneration in 2024 (relating to 2023 performance) in the amount of €500k.

The average number of employees is analysed as follows:

	31.12.25	31.12.24
Value Portfolio	11	11
Next-Gen	1,251	1,314
	1,262	1,325

At 31 December 2025, the number of employees was 1232 (2024: 1322), 33% of whom are women (2024: 32%).

29. Restructuring costs

At the end of 2024, Novabase underwent restructuring with the dual aim of strengthening its customer focus and improving operational efficiency. As a result, restructuring costs for employee compensation were recognized in that year, in the amount of €1,854k, corresponding to the estimated amount payable in 2025. This restructuring was done within the estimated cost limits, with the excess provision of €157k reversed in 2025 (see note 23).

30. Other gains/(losses) - net

	31.12.25	31.12.24
(*) Loss on disposal/liquidation of financial holdings	-	(112)
Provisions and provisions reversal for other risks and charges (note 23)	677	(971)
(**)Supplementary income	174	2,049
Other operating income and expense	(22)	(203)
	829	763

(*) Result of liquidation of the subsidiary TVLab, S.A.

(**) In 2024, additional supplementary income was recognized for re-debiting and services provided by the Group to subsidiaries sold as part of the Neotalent business, pursuant to the Transitional Services Agreement (TSA) entered into at the time of disposal. The provision of these services was scaled back gradually until the TSA's expiry on 18 June 2025 (see note 39).

31. Depreciation and amortization

	31.12.25	31.12.24
Property, plant and equipment (note 7):
Buildings and other constructions	2,159	2,114
Basic equipment	587	586
Transport equipment	860	963
Furniture, fittings and equipment	50	41
Other tangible assets	-	-
	3,656	3,704
Intangible assets (note 8):
Internally generated intangible assets	159	133
Industrial property and other rights	9	8
	168	141
	3,824	3,845

32. Finance income

	31.12.25	31.12.24
Interest received	966	1,996
Foreign exchange gains	454	988
Fair value adjustment to financial assets (notes 9 and 40)	3,654	414
Adjustments for loans to related parties (note 11)	-	907
Gain on disposal/liquidation of financial assets (notes 9 and 40)	421	110
Reversal of impairment losses on short-term bank deposits (note 18)	2	5
	5,497	4,420

The change in 'Finance income' in 2025 is primarily attributable to movements in the venture capital portfolio, specifically the recognition of a capital gain on the partial disposal of shares held in Feedzai S.A. and a change in that investment's fair value (see note 40). In 2025, interest income from short-term bank deposits also declined, in line with the environment of lower interest rates and dynamics of the cash surplus position.

33. Finance costs

	31.12.25	31.12.24
Interest expenses
-Borrowings	(320)	(722)
-Lease liabilities (note 22)	(496)	(540)
-Other interest	-	(1)
Bank guarantees charges	(9)	(11)
Bank services and commissions	(114)	(107)
Foreign exchange losses	(371)	(1,511)
Fair value adjustment to financial assets (notes 9 and 40)	(621)	(134)
Adjustments for loans to related parties (note 11)	(130)	(20)
Loss on disposal/liquidation of financial assets (notes 9 and 40)	-	(2)
Impairment losses on short-term bank deposits (note 18)	-	(3)
	(2,061)	(3,051)

34. Income tax

Novabase and its subsidiaries with head offices in Portugal are subject to Corporate Income Tax at the nominal rate of 20%, which can be increased by a Municipal Surcharge up to a maximum rate of 1.5% of taxable income, resulting in a total tax rate of 21.5%. Additionally, taxable income exceeding €1,500k and up to €7,500k is subject to a State Surcharge at the rate of 3%, from €7,500k and up to €35,000k is subject to a State Surcharge at the rate of 5%, and the part of taxable income exceeding €35,000k is subject to a State Surcharge at the rate of 9%.

To determine deferred taxes, Novabase used the tax rates likely to be in force in the year in which the temporary differences will be reversed, pursuant to Law no. 64/2025 of 7 November. The impact of this different rate resulted in a tax gain of €54k.

The income generated by foreign subsidiaries is taxed at local tax rates applicable based on their taxable profits, namely: The Netherlands (25.8%, with a reduced rate of 19% on the first €200,000), the United Kingdom (25%), Germany (15%), Egypt (22.5%), Saudi Arabia (20%) and the UAE (9%, with exemption for EBT up to AED 375,000).

According to current tax legislation, in general terms tax returns can be reviewed by the tax authorities during a subsequent period. In Portugal, this period is four years or, if any deduction is made or tax benefit granted, the exercise term of that right. Therefore, all annual tax returns for the year 2022 through 2025 are still open to such review.

Legislative changes that became effective on 1 January 2025

Under the 2025 State Budget Law (Law no. 45-A/2024), the standard corporate income tax (IRC) rate was reduced by 1 percentage point to 20%, while SMEs and small-mid caps are now subject to this tax at a rate of 16% (previously 17%) on the first €50,000 of taxable income.

In addition, expenses related to lightweight passenger vehicles, certain lightweight commercial vehicles and motorcycles are now subject to autonomous taxation at the rates of 8%, 25% and 32% (previously 8.5%, 25.5% and 32.5%), with the updating of their acquisition cost limits. Expenses incurred for entertainment provided to customers, suppliers or any other persons or entities no longer qualify as entertainment expenses, and thus are no longer subject to autonomous taxation. Expenses paid for health or sickness insurance for the benefit of employees, pensioners or their family members, when deemed to be of social utility, are now recognized at 120% of their value.

These changes did not have a significant impact on the Group's Income Tax.

Legislative changes introduced by the 2026 State Budget

With regard to changes introduced by the 2026 State Budget Law (Law no. 73-A/2025 of 30 December), expenses paid for employee compensation to cover additional remote work expenses are recognized at 110% of their value, when deemed to be of social utility.

With regard to autonomous taxation, the category of plug-in hybrid passenger cars (subject to rates of 2.5%, 7.5% and 15%) now includes vehicles type-approved in accordance with the 'Euro 6e-bis' emissions standard with official emissions of less than 80 g percentage-point surcharge does not apply in the 2026 tax period when: i) the taxpayer has obtained taxable profit in one of the three preceding tax periods, and has duly fulfilled their reporting obligations regarding the submission of Form 22 and Simplified Business Information (IES) for the two tax periods immediately preceding; or ii) the 2026 tax period corresponds to the tax period in which the business commenced, or to one of the two following periods.

In addition, a number of tax-related measures were approved outside the 2026 State Budget Law. Law no. 64/2025 of 7 November reduced the standard corporate income tax (IRC) rate to: i) 19% for tax periods beginning on or after 1 January 2026; ii) 18% for tax periods beginning on or after 1 January 2027; and iii) 17% for tax periods beginning on or after 1 January 2028. SMEs and small mid-caps are now subject to corporate income tax (IRC) at a rate of 15% on the first €50,000 of taxable income for tax periods beginning on or after 1 January 2026.

The management believes that there were no changes with a significant impact on the Group's income tax.

'Income tax expense' is analysed as follows:

	31.12.25	31.12.24
Current tax on profit for the year (note 15)	1,076	1,572
Current tax adjustments	230	57
Deferred tax on temporary differences (note 10)	1,179	563
	2,485	2,192

The Group's income tax expense for the year differs from the theoretical amount that would arise using the weighted average rate applicable to profits of the country of the Parent-Company due to the following:

	31.12.25	31.12.24
Earnings before taxes	14,998	8,799
Income tax expense at nominal rate (20% in 2025 and 21% in 2024)	3,000	1,848
Untaxed gain obtained from the disposal of financial holdings	-	24
Autonomous taxation	163	280
Results in companies where no deferred tax is recognized	(700)	(260)
Differential tax rate on companies located abroad	(2)	(2)
Research & Development tax benefit	(1,162)	(1,105)
Municipal Surcharge and State Surcharge	509	704
Adjustment of the Municipal Surcharge Rate	90	-
Corporate income tax rate adjustment	(54)	18
Derecognition/reversal of SIFIDE R&D benefit	486	606
Impairment of Special Payment on Account, tax losses and non-resident WHT	348	190
Stock options plan	(134)	(133)
Tax benefits related to the capitalization of companies (ICE)	(530)	(363)
Borrowing expenses	(88)	102
Expenses not deductible for tax purposes and sundry items	559	283
Income tax	2,485	2,192
Effective tax rate	16.6%	24.9%

35. Earnings per share

Earnings per share are analysed as follows:

	31.12.25	31.12.24
Weighted average number of ordinary shares	36,620,796	31,255,967
Stock options adjustment	1,317,672	1,117,103
Adjusted weighted average number of ordinary shares	37,938,468	32,373,070
Profit attributable to owners of the parent	5,485	6,420
Basic earnings per share (Euros per share)	0.15 Euros	0.21 Euros
Diluted earnings per share (Euros per share)	0.14 Euros	0.20 Euros
Profit from continuing operations attributable to owners of the parent	9,717	5,362
Basic earnings per share (Euros per share)	0.26 Euros	0.17 Euros
Diluted earnings per share (Euros per share)	0.25 Euros	0.17 Euros
Profit from discontinued operations attributable to owners of the parent	(4,232)	1,058
Basic earnings per share (Euros per share)	(0.11) Euros	0.04 Euros
Diluted earnings per share (Euros per share)	(0.11) Euros	0.03 Euros

36. Dividends per share

In 2025, the amount of €48,279k was distributed to shareholders as dividends, corresponding to €1.35 per share in relation to the total number of ordinary shares issued (2024: €37,404k, corresponding to €1.41 per share). This amount differs from that reported in the Consolidated Statement of Cash Flows due to the remuneration of treasury shares held in the portfolio, and also due to the distribution of free reserves in 2024 (see note 20).

For 2025, the Board of Directors intends to propose, at the 2026 General Meeting of Shareholders, the payment of shareholder remuneration of €0.40 per share, i.e., for a total of €15,367,589.20 (see note 43). These financial statements do not reflect the shareholder remuneration to be paid.

37. Commitments

The financial commitments not included in the Consolidated Statement of Financial Position related with bank guarantees provided to third parties for ongoing projects and leases of the Group, or resulting from the disposal of businesses, are analysed as follows:

	Bank	31.12.25	31.12.24
(*) Novabase S.G.P.S., S.A.	Bankinter	-	1,935
Novabase Business Solutions, S.A.	BCP	18	20
Novabase Business Solutions, S.A.	Santander	-	220
Novabase Business Solutions, S.A.	Novo Banco	20	20
Novabase Business Solutions, S.A.	BPI	222	222
Celfocus, S.A.	BPI	111	111
Celfocus, S.A.	Novo Banco	410	410
Celfocus, S.A.	BCP	34	34
		815	2,972

(*) Bank guarantee provided under commitments assumed for the disposal of the GTE Business at the end of 2019, which expired on 9 January 2025, and with the guarantee cancelled after that date.

Novabase assumed the following commitment under the disposal of NBASIT-Sist. de Inf. e Telec., S.A. in November 2025:

• To reimburse the Buyer, on a kwanza-per-kwanza basis, for any and all damages incurred by the Buyer or the Company from any and all valid tax proceedings brought against the Company by the Angolan tax authority through the Conclusion Date ("Tax Proceedings") and resulting in a judgement against the Company. The Conclusion Date is deemed to be 7 November 2025, the date on which the Conclusion Memorandum was signed.

Following the disposal of Novabase Neotalent, S.A. in December 2023, Novabase undertook, jointly and severally with the remaining Sellers, the following commitments:

• A Liability Cap of 20% of the price actually received by the Sellers to cover guarantees under the GDPR, valid for five years and 30 days, i.e., until 18 January 2029;

• A Liability Cap for tax and Social Security guarantees in the amount corresponding to 100% of the price actually received by the Sellers, for a period of four and five years, respectively, plus thirty days. The guarantees thus expire on 18 January 2028 (tax) and 18 January 2029 (Social Security);

• Constitution of a basket deductible for further corrections in the amount of €201k, de minimis of €22.5k.

In 2025, the Group had the following grouped credit lines contracted:

Novabase S.G.P.S.; Celfocus, S.A.€5.0mNovabase S.G.P.S.; Celfocus, S.A.; NB Business Solutions, S.A.€7.0m	Group of companies	Plafond

38. Related parties

For reporting purposes, related parties include all subsidiaries (detailed in note 6), other participated companies classified as financial assets at fair value through profit or loss (detailed in note 9), shareholders and key elements in the management of the Group.

i) Key management personnel remuneration/benefits

Remuneration assigned to the Board of Directors and other key management personnel, during the years ended 31 December 2025 and 2024, are as follows:

	31.12.25	31.12.24
Short-term employee benefits	1,507	980
Other long-term benefits	-	-
Stock options granted (note 19)	2,582	2,788
	4,089	3,768

The heading 'Other long-term benefits' corresponds to the portion of specialized variable remuneration in the year (if applicable), with payment to be deferred for more than one year after the reporting date. Note that the final amount of variable remuneration of members of the Board of Directors is not known until the following financial year, after a decision by the Remuneration Committee – see note 4 g).

The total variable remuneration assigned to the Board of Directors of Novabase S.G.P.S. and other key management members of the Group, regardless the year of allocation, whose payment is deferred as at 31 December 2025, was zero (31.12.24: €0k).

At 31 December 2025, there are current payable balances outstanding with key management members in the amount of €22k (31.12.24: €2k). There are no receivable balances on either reporting date.

In addition, at 31 December 2025, there are 916,988 shares (31.12.24: 761,986 shares) attributed to managing directors and directors with special responsibilities following the exercising of options, and a liability of €1,790k (31.12.24: €953k) corresponding to the amount that will be paid to them together with the handover of the shares, pursuant to the Regulations - see notes 19, 24 and 25.

The remuneration policy of the Board of Directors and Supervisory Board of Novabase S.G.P.S., the parent company of the Novabase Group, is detailed in Chapter D. Remunerations of the Corporate Governance Report, which is an integral part of this Annual Financial Report, which is summarized below.

By unanimous decisions of the Remuneration Committee, fixed remuneration components were set for members of the Novabase Board of Directors in 2025, along with annual variable remuneration. This remuneration is distributed among the members of the Board of Directors in accordance with the breakdown stipulated by the Remuneration Committee, pursuant to the Remuneration Policy, whereby directors receive fixed remuneration in cash, and potentially variable remuneration as well, which may be comprised of variable remuneration in cash and variable remuneration based on stock options. This remuneration is broken down among the directors in view of their responsibilities at Novabase, and as stipulated by the Remuneration Committee under the Remuneration Policy.

The remuneration of non-executive and non-independent directors may include a variable component, per the Remuneration Policy, if the duties and responsibilities so justify. In fact, the performance of remunerated duties by these members of the Board of Directors allows Novabase to leverage their extensive know-how acquired as company founders and accumulated over a period of more than 35 years, especially since these directors continue to have major responsibilities in the Group.

The variable component in cash of directors' remuneration must be determined annually by the Remuneration Committee, based on the criteria described in the Remuneration Policy and in point 70 of the Corporate Governance Report. Given the specific context of the Company, namely due to the implementation of the strategic plan (2019+ Strategic Update), which remains valid and ongoing although we are past the five-year period covered by the plan announced in 2019, the Remuneration Committee decided in 2025 that all variable remuneration would be attributed via plans based on Novabase shares, namely participation in the Company's Stock Option Plan approved at the General Meeting of Shareholders dated 26 September 2019. Indeed, 317,500 options on Novabase shares were granted during the 2025 financial year, under the Stock Option Plan, to the managing directors Luís Paulo Cardoso Salvado and Álvaro José da Silva Ferreira and to the directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín, as shown in the table below.

The total variable remuneration in cash referring to the performance of Novabase directors throughout the year 2024 was €0 (zero Euros), which compares with €0 (zero Euros) relating to the 2023 performance.

It should also be noted that the Remuneration Committee decided in 2025 to channel 20% of amounts attributed as fixed remuneration for 2025 to each of the directors with executive functions and to the directors with special responsibilities to reinforce capitalization insurance contributions currently in effect at the Company in substitution of paying that part of fixed remuneration.

The remuneration paid by Novabase S.G.P.S. in 2025 to the acting directors of the Company at 31 December 2025 are as follows:

Directors 1	Fixed annualremuneration(€) 2	Annualvariableremunerationin cash paidin 2025 (€) 3	Total partial(fixed +variable incash paid in2025) (€)	Deferredannualvariableremuneration(€)	VariableremunerationNo. Options
Luís Paulo Cardoso Salvado	351,000	-	351,000	-	125,000
Álvaro José da Silva Ferreira	345,000	-	345,000	-	125,000
Executives Total	696,000	-	696,000	-	250,000
(% total)	65.93	-	65.93	-
María del Carmen Gil Marín	156,000	-	156,000	-	30,000
Francisco Paulo Figueiredo Morais Antunes	-	-	-	-	37,500
José Afonso Oom Ferreira de Sousa	45,500	-	45,500	-	-
Pedro Miguel Quinteiro Marques Carvalho	45,500	-	45,500	-	-
Madalena Paz Ferreira Perestrelo de Oliveira	45,500	-	45,500	-	-
Benito Vázquez Blanco	45,500	-	45,500	-	-
Rita Wrem Viana Branquinho Lobo C. Rosado	21,675	-	21,675	-	-
Non-executives Total	359,675	-	359,675	-	67,500
(% total)	34.07	-	34.07	-
TOTAL	1,055,675	-	1,055,675	-	317,500

1 Directors Álvaro José da Silva Ferreira, Francisco Paulo Figueiredo Morais Antunes and Rita Wrem Viana Branquinho Lobo Carvalho Rosado received payments in 2025 through other companies in a group or control relationship with the Company. These amounts are not shown in this table, and are presented below.

2 The amount shown includes amounts attributed as fixed remuneration in the Remuneration Committee meeting of 28 May 2025, which were channelled to retirement supplements by reinforcing capitalization insurance contributions currently in effect at the Company, substituting payment of that part of fixed remuneration - namely, Luís Paulo Cardoso Salvado (€70,200), Álvaro José da Silva Ferreira (€69,000), María del Carmen Gil Marín (€31,200) and Francisco Paulo Figueiredo Morais Antunes (€0).

3 The amount shown is the total amount paid to each director in 2025 (excluding the variable component based on stock options, as applicable), i.e., zero euros, since there was no attribution of variable remuneration in cash in the year, nor any deferred variable remuneration from previous years.

During the 2025 financial year, directors Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira, María del Carmen Gil Marín and Francisco Paulo Figueiredo Morais Antunes exercised their options (respectively, 125,000 options, 125,000 options, 30,000 options and 37,500 options,

attributed in 2024) under the following terms: • For 50% of the options subject to exercising via net share settlement, resulting in the attribution of 79,900, 79,900, 19,176 and 23,970 ordinary Novabase shares, respectively, to Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira, María del Carmen Gil Marín and Francisco Paulo Figueiredo Morais Antunes, using the calculation formula in the plan's regulations; and

• For the remaining 50% via net cash settlement, resulting in a payment to directors Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira, María del Carmen Gil Marín and Francisco Paulo Figueiredo Morais Antunes, respectively, of €594,781.95, €594,781.95, €142,743.80 and €178,431.61, using the calculation formula in the plan's regulations.

In summary, the exercise of options in 2025 resulted in a total of 202,946 ordinary shares attributed and a total amount paid of €1,510,739.31.

In addition, Novabase S.G.P.S. transferred ownership of 47,946 shares to directors with special responsibilities Francisco Paulo Figueiredo Morais Antunes and María del Carmen Gil Marín (23,973 shares each), following the settlement of Novabase share options attributed in 2021 and exercised in 2022, which had been retained by Novabase pursuant to the Regulations. Together with the handover of the shares retained, the amount of shareholder dividends during the share retention period, i.e., a total of €191,296.56 (€95,648.28 each), was also paid as provided for in the regulations.

There are no formal mechanisms regulating the possibility of requesting reimbursement for the variable remuneration received by Novabase directors. Even so, per the general guiding principles of Novabase's remuneration policy, when the Company's performance is a determining criterion for variable remuneration, any downgrading in performance may justify limits upon this remuneration, in view of the specific circumstances.

The members of Novabase's Board of Directors are paid exclusively by this entity, and do not receive additional remuneration of any kind from other companies that are controlled by or part of the Novabase Group, nor from any company subject to shared control with Novabase, except for the remuneration referred to in the following table:

	Fixed annualremuneration	Annualvariableremunerationin cash paid	Total partial(fixed +variable incash paid in	Variable incash paid in2025/Partial	Deferredannualvariableremuneration
Directors	(€)	in 2025 (€)	2025) (€)	total (%)	(€)
Francisco Paulo Figueiredo Morais Antunes 4Rita Wrem Viana Branquinho Lobo C. Rosado 5	195,00082,633	-29,454	195,000112,087	-26.28	--
Álvaro José da Silva Ferreira 6	3,989	-	3,989	-	-

4 Amount paid by Novabase Consulting S.G.P.S., S.A., a company directly and fully owned by Novabase S.G.P.S., S.A., corresponding to remuneration received for the position of director with special responsibilities at Novabase S.G.P.S., S.A. in 2025. The amount shown includes amounts attributed as fixed remuneration in the Remuneration Committee meeting of 28 May 2025, which were channelled to retirement supplements by reinforcing capitalization insurance contributions currently in effect at the Company, substituting payment of that part of fixed remuneration, namely €39,000.

5 Amount paid by Celfocus, S.A., a company 90.4% owned (indirectly) by Novabase S.G.P.S., S.A., corresponding to remuneration received for the position of Head of Legal of the Novabase Group under a service provision agreement.

6Amount paid (translated into euros from 16,432.68 SAR) by Celfocus Arabia, a company 90.4% owned (indirectly) by Novabase S.G.P.S., S.A., corresponding to remuneration received for the position of General Manager at the subsidiary under an employment agreement with the entity, pursuant to local legislation.

In 2025, a total of €21,441.60 was paid to acting members of the Board of Directors in meal allowances. There are no relevant amounts of nonmonetary benefits considered as remuneration and not covered by the previous situations.

Furthermore, in 2025, no additional remuneration was awarded in the form of profit sharing and/or payment of bonuses. No compensations were paid, nor are any compensations owed, to former executive directors as a result of their duties no longer being performed in 2025.

ii) Balances and transactions with related parties

Group companies have commercial relations with each other that qualify as related parties transactions. In consolidation, all of these transactions are eliminated, since the consolidated financial statements disclose information regarding the holding company and its subsidiaries as if they were a single entity.

Balances and transactions with related parties are as follows:

		Trade and otherreceivables		Trade and otherpayables
	31.12.25	31.12.24	31.12.25	31.12.24
Associates	-	-	-	-
Other participated companies	-	14	-	-
	-	14	-	-
Impairment allowances for trade and other receivables	-	-
	-	14

		Services rendered		Supplementary income		Interest received		Purchases
	31.12.25	31.12.24	31.12.25	31.12.24	31.12.25	31.12.24	31.12.25	31.12.24
Associates	-	-	-	-	-	-	-	-
Other partic. companies	11	-	-	11	-	-	-	-
	11	-	-	11	-	-	-	-

Accounts receivable and payable with related parties are cash settled and are not covered by any guarantees.

iii) Other balances with related parties

		Non-current(note 11)		Current(note 13)
	31.12.25	31.12.24	31.12.25	31.12.24
Associates	-	-	-	-
Other participated companies
Loan to Bright Innovation, Lda.	-	1,477	1,477	-
	-	1,477	1,477	-
Adjustments for loans to related parties	-	(948)	(1,078)	-
	-	529	399	-

Within the scope of liquidating the subsidiaries Powergrid, Lda. and Radical Innovation, Lda., finalized in 2024, a total reimbursement of €1,429k became due, of which €1,348k was received in that same year and approximately €74k was received in 2025, leaving an outstanding amount of €7k (see note 13).

These loans take the legal form of quasi-equity supplementary payments. In addition to amounts described in the tables above, no other balances or transactions exist with the Group's related parties.

39. Discontinued operations

On 24 January 2025, Novabase entered into a share purchase and sale agreement with the local promoter Dr. Vinhas Lobo ("the Buyer"), for the disposal of 99.2% of the share capital of the Angolan subsidiary NBASIT-Sist. de Inf. e Telecomunic., S.A. ("NBASIT"), for total consideration of €99,200, of which €9,920 is payable at the time of signing and €89,280 is payable at closing.

On the same date, the subsidiaries Novabase Business Solutions, S.A. and Novabase IMS 2, S.A. entered into an agreement for the assignment, of receivables against NBASIT totalling €358k and €2,510k, respectively, arising from their business activities, to be acquired by the Buyer within 12 months. The sale agreement also entailed the prior acquisition of a 49.8% stake in NBASIT from minority shareholder Microcenter.

The sale was completed on 7 November 2025, after fulfilment of the conditions precedent, including full receipt of consideration for the assignment of receivables, with control being transferred to the Buyer upon meeting the final condition. Consequently, in its 2025 results, Novabase recognized a capital gain of €31k – below the previously disclosed estimate of €45k – and an exchange differences reserve of -€5.6m, with no impact on cash, as anticipated in the 2023 and 2024 Annual Reports and Accounts. The effect of NBASIT's disposal on the financial position of the Group and the details of the sale can be found in sections A. and B. of this note.

This transaction wrapped up the exit from the IT staffing business, following the sale of the Neotalent entities in Portugal and Spain in 2023, allowing Novabase to focus on its strategy centred on Next-Gen Intelligence solutions.

In addition, a positive adjustment was recognized in 2025 for the capital gain arising from the disposal, in 2023, of Novabase Neotalent, S.A. to Conclusion Group B.V., in the amount of €0.9m. This adjustment corresponds to the earn-out net of associated fees, resulting from the successful conclusion of the Transitional Services Agreement (TSA) signed on the transaction date.

Note that, pursuant to the sale agreement, Novabase could receive an earn-out, initially recognized as a contingent asset, of up to €0.95m, conditional upon full compliance with the obligations of the TSA. This amount would be paid at the end of the TSA, whose maximum duration could be for up to 18 months, i.e., until 18 June 2025.

The financial information on discontinued operations by subsidiary/business sold can be presented as follows:

	31.12.25
	NEOTALENT	COLLAB	GTE	IMS	Novabase
Results from discontinued operations:
Revenues	934	-	-	-	934
Expenses	(500)		-16	-	(484)
Results from operating activities (1)	434	-	16	-	450
Income tax	(59)		--	-	(59)
Results from operating activities, net of tax	375	-	16	-	391
Loss on sale of Business	(4,623)	-	-	-	(4,623)
Tax on gain on sale of Business	-	-	-	-	-
	(4,248)		-16	-	(4,232)
Assets and liabilities from discontinued operations:
Assets from discontinued operations	-	-	-	-	-
Liabilities from discontinued operations(2)	(388)		-(1,007)		-(1,395)
	(388)		-(1,007)		- (1,395)

(1) Revenues and expenses shown for Neotalent in 2025 refer to NBASIT's results through the date of its disposal, i.e., the ten-month period ending 31 October 2025. In the case of GTE, the amount shown relates to the reversal of provisions for R&W.

(2) These relate to provisions for R&W arising from the disposals of Novabase Neotalent, S.A. and NBASIT (note 37), and the GTE business (note 41).

		31.12.25
	NEOTALENT	COLLAB	GTE	IMS	Novabase
Cash flows from (used in) discontinued operations:
Cash flows used in Operating Activities	(66)		--	-	(66)
Cash flows from Investing Activities(1)	837	-	-	-	837
Cash flows used in Financing Activities	(1)		--	-	(1)
	770	-	-	-	770

(1) Includes: €977k relating to the earn-out on the sale of Novabase Neotalent, S.A. and -€153k from the consideration received, net of cash disposed of in the sale of NBASIT, S.A.

	31.12.24
	NEOTALENT	COLLAB	GTE	IMS	Novabase
Results from discontinued operations:
Revenues	1,129	-	-	-	1,129
Expenses	(556)	60	100	-	(396)
Results from operating activities	573	60	100	-	733
Income tax	(76)		--	-	(76)
Results from operating activities, net of tax	497	60	100	-	657
Gain on sale of Business	401	-	-	-	401
Tax on gain on sale of Business	-	-	-	-	-
	898	60	100	-	1,058
Assets and liabilities from discontinued operations:
Assets from discontinued operations	1,393	-	-	-	1,393
Liabilities from discontinued operations	(465)		-(1,023)		-(1,488)
	928	-	(1,023)		-(95)
Cash flows from (used in) discontinued operations:
Cash flows from Operating Activities	3	-	-	-	3
Cash flows from Investing Activities	462	12	-	-	474
Cash flows used in Financing Activities	(2)		-(9)		-(11)
	463	12	(9)		-466

A. Effect of the disposal of NBASIT on the Group's financial position

	31.10.25
(*) Assets from discontinued operations	(459)
Liabilities from discontinued operations	1,434
Net assets	975

(*) Includes €252k of Cash and cash equivalents.

A provision of €150k was also recognized for liabilities associated with the disposal of NBASIT (see note 37).

B. Details of the sale of NBASIT

	2025
Consideration received or receivable:
Cash received	99
Total disposal consideration	99
Carrying amount of net assets sold (49.4%)	482
Provision for Reps & Warranties	(150)
Cost to the Group of the assignment of receivables	(162)
Acquisition of 49.8% of NBASIT (note 13)	(238)
Gain on sale before income tax and reclassification of foreign currency translation reserve	31
Reclassification of foreign currency translation reserve	(5,597)
Income tax expense on gain	-
Loss on sale after income tax	(5,566)

40. Fair value measurement of financial instruments

The Group's financial assets and liabilities measured at fair value are the following: • Derivative financial instruments (assets and liabilities) – Refer to the forward foreign exchange contracts ('FX Forwards') used to manage the Group's exposure to foreign exchange risk (see note 16). Although contracted with the purpose of economic hedge in accordance with the

Group's risk management policies, changes in the fair value of these derivatives are recognized in profit or loss (see note 2.21). • Financial assets at fair value through profit or loss – This category includes certain holdings of the Group in companies mainly held through its venture capital funds FCR NB Capital Inovação e Internacionalização and FCR NB Capital +Inovação, and the participation units held in FCT - Labour Compensation Fund (see note 9).

The Group classifies its financial instruments into the three Levels of fair value hierarchy prescribed under the accounting standards: • Level 1: The fair value of financial instruments is based on quoted prices in active and liquid markets at the reporting date. • Level 2: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. Main inputs used on these valuation models are based on observable market data. • Level 3: The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques, and the

main inputs are not based on observable market data.

At 31 December 2025 and 2024, the Group's financial assets and financial liabilities measured and recognized at fair value on a recurring basis are as follows:

		31.12.25			31.12.24
	Level 1	Level 2	Level 3	Level 1	Level 2	Level 3
Assets measured at fair value
Financial assets at fair value through profit or loss	558	-	15,847	596	-	13,404
Derivative financial instruments	-	6	-	-	75	-
	558	6	15,847	596	75	13,404
Liabilities measured at fair value
Derivative financial instruments	-	14	-	-	688	-
	-	14	-	-	688	-

The Group also has a number of financial instruments which are not measured at fair value in the statement of financial position. At 31 December 2025, the fair value of these instruments is not materially different from their carrying amount, since the interest receivable/payable is either close to current market rates or the instruments are short-term in nature.

A. Valuation techniques

Specific valuation techniques used to determine fair values of financial instruments include: • For FCT participation units – fair value is based on the observable quote of the Participation Units (PUs) at the reporting date (Level 1 in the fair

value hierarchy). • For derivative financial instruments (namely the FX Forwards) – fair value is calculated by using the Market-to-Market (MtM) quotes provided by the dealers with whom those transactions were entered with. Those valuations represent the dealers current estimate of the value of the

transaction or instrument as at the specified date (Level 2 in the fair value hierarchy). • For other financial instruments (where the participated companies of the funds FCR NB Capital Inovação e Internacionalização and FCR NB Capital +Inovação, and of Novabase Capital S.C.R., S.A., are included) – fair value is determined using valuation models and financial theories in which the significant inputs are unobservable (Level 3 in the fair value hierarchy). The discounted cash flow method is used, considering a 5 year business plan forecasted by the management.

B. Fair value measurements using significant unobservable inputs (Level 3)

The following table presents the movements in Level 3 instruments during 2025 and 2024:

	31.12.25	31.12.24
Balance at 1 January	13,404	13,271
Acquisitions	-	-
Disposals	(577)	(159)
Profit or loss charge	3,020	292
Balance at 31 December	15,847	13,404

In June 2025, FCR NB Capital Inovação e Internacionalização sold 17,510 shares held in Feedzai, S.A. for €998k under a treasury share buy-back program launched by the company, thereby obtaining a capital gain of €421k (see note 32). All proceeds from the sale were received during the year. Following this transaction, the Fund's investment in Feedzai, S.A. fell to 1.12% of the fully-diluted share capital (352,081 shares).

Net fair value adjustments of Level 3 instruments recorded in the year reflect the appreciation of the investment in Feedzai, S.A. (€3,641k), partially offset by the devaluation of the investments in Aixtel Technologies, S.A. (-€334k), Globaleda, S.A. (-€161k) and Glarevision, S.A. (-€126k). Positive fair value adjustments were recognized in profit or loss and included in 'Finance income' (see note 32), while negative fair value adjustments were recognized in profit or loss and included in 'Finance costs' (see note 33).

There were no transfers between the Levels 3 and 2 for the purposes of fair value measurement in 2025, nor were there any changes to the valuation methodologies employed since 31 December 2024, considering the following events occurring in 2025, which were considered in the valuation of Feedzai, S.A.

Feedzai, S.A. performed the following transactions in June 2025: i) investment round, with the entry of new investors and an increase in the holdings of existing shareholders, during which 1,113,281 series E-1/E-2 shares were issued, bringing the valuation up to €59.28 per share; and subsequently ii) treasury share buy-back program to reduce the shareholdings of long-standing shareholders, under which FCR NB Capital Inovação e Internacionalização sold 17,510 series A/A-1 shares.

In view of these transactions and the applicable international financial reporting standard, management exercised its judgement and reached the following conclusions regarding market prices: • The round in question was one-off and not particularly representative, involving only 3.544% of the fully-diluted share capital; • The price of the investment round incorporates rights that differ materially vis-à-vis the shares held by the Fund (Series A/A-1), notably liquidity

preferences, and the adjustments needed to reflect factors specific to those transactions would be largely unobservable and highly subjective.

It was concluded that the discounted cash flow method, classified as Level 3, is appropriate, and is the most reliable technique for valuing the Series A/A-1 shares held in Feedzai as at 31 December 2025, despite the fact that observed market prices were taken into account.

The quantitative information about the significant unobservable inputs used in Level 3 fair value measurement of Feedzai, S.A., the main asset in this category representing approximately 96% of these instruments at 31 December 2025, as well as the relationship of some of those unobservable inputs to fair value is set out below.

Feedzai	31.12.25	31.12.24
Discount rate (post-tax)	13.7%	14.2%
Perpetuity growth rate	0.5%	0.5%
Average annual growth rate of turnover	40.1%	36.2%

According to sensitivity analyses performed, a possible increase or decrease of 1 percentage point in WACC would result in a Feedzai's fair value change of approximately -€1,448k and €1,704k, respectively. On the other hand, a possible increase or decrease of 0.5 percentage points in the perpetuity growth rate implicit in the calculation of the Terminal Value of the valuation, with all other variables held constant, would result in a fair value change of approximately €512k and -€474k, respectively.

The Group has a team responsible for the Level 3 fair value measurements of the companies held mainly by the funds FCR NB Capital Inovação e Internacionalização and FCR NB Capital +Inovação, which reports directly to the Chief Financial Officer (CFO). Discussions of valuation processes and results are held between the CFO and the valuation team at least once every six months, in line with the Group's half-yearly reporting periods to the market.

The main Level 3 inputs used by the Group in measuring the fair value of financial instruments are derived and evaluated as follows: • Discount rates: These are determined by calculating the weighted average cost of capital ("WACC") for each participated company in each Fund. To calculate the cost of capital, the return on the risk-free asset corresponds to the average yield of the 10-year Portuguese Bonds for the five years previous to valuation (risk-free), plus the risk premium for Portugal (Market Risk Premium) at the time of valuation, where the risk factor referring to the participated company (beta) is obtained through the average of comparable companies listed in the stock markets. Finally, a conservative risk premium (alpha) is added to the cost of capital. The alpha component reflects factors that are not captured by beta, that is, it adjusts the cost of capital to company-specific risks, unsystematic or idiosyncratic risks. To calculate the cost of the financial debt of each participated company, the risk-free cost of capital is used, to which a spread is added depending on the risk rating of the participated company

to be evaluated, all adjusted by the corporate tax rate to be paid. • Growth rates of turnover: The evolution of this indicator is made individually for each participated company after an in-depth analysis of the evolution of each company's business as well as its growth prospects. The growth prospects of the market as a whole in which the participated company operates are also taken into account, considering not only the growth of the market itself but also the evolution of the company's product and its fit in the market and prospects for expansion into new markets. • Perpetuity growth rates: In all participated companies, the perpetuity growth rate is +0.5%. • Risk adjustments specific to the counterparties (including assumptions about credit default rates): Adjustments for risks specific to the

counterparties are mostly reflected in the discount rates calculated for each participated company. Novabase's valuation team analyses the several risks of each company individually, reflecting the necessary adjustments to the WACC, whenever justified.

Changes in Level 2 and 3 fair values are analysed at the end of each reporting period during the half-yearly valuation discussion between the CFO and the valuation team. As part of this discussion, it is considered whether the inputs of the models initially used in its measurement became, for instance, observable and whether they have adherence to the financial instrument under analysis. If the inputs are observable and representative, Novabase changes the category from Level 3 to Level 2.

41. Contingencies

At 31 December 2025, the Group was a party in the following legal process: • The Company has been served a notice from the Ghana High Circuit Court - Commercial Division, of a lawsuit filed by Rhema Systems Associates Ltd, Novabase's partner in Ghana, for the payment of amounts that it considers to be due for profit sharing in the scope of some business contracts signed with customers. The global amount claimed is $1,568,801.76. According to Rhema's allegations, the distribution of profit was not made according to the terms agreed upon in the partnership contract, existing to date divergence as to the executed terms. The case is being dealt with by the Ghana High Circuit Court - Commercial Division. The judicial process has been suspended because the parties opted to initiate a mediation procedure, involving an external mediator from the University of Ghana Law School, with a view to negotiating an agreement between the parties, however no consensus could be reached, whereby the case is now back to the judicial courts, pending court hearings and Novabase to present is counter arguments and defence. There are provisions (included in note 39) for probable liabilities associated with the process, and additional costs to those already included in these accounts are not expected.

Novabase was notified of a third-party complaint involving the disposal of Novabase IMS, which was completed in January 2017 for a total of €1.2m. In light of a preliminary assessment, the complaint submitted has been deemed unfounded, and a response to that effect has been sent to the buyer.

Additionally, in the course of its activity, Novabase is exposed to risks of a civil, labour, contractual nature, among others, whose probability of outcome is evaluated using legal advisors, whenever applicable. Contingencies graded as probable are recorded under the heading 'Provisions' (note 23) or under the heading 'Liabilities from discontinued operations' (note 39).

42. Additional information required by law

In accordance with article 508-F of the Portuguese Commercial Companies Code, we hereby inform of the following:

(i) In addition to all operations described in the notes above, as well as in the Management Report, there are no other operations considered relevant which are not already contained either in the consolidated statement of financial position or its notes;

(ii) Ernst & Young Audit & Associados – SROC, S.A. (EY) was appointed as the Novabase Group's external auditor at the General Meeting of Shareholders dated 22 May 2024. EY's total fees for professional services rendered in 2025 were €137,500, including €102,500 for statutory auditing services and €35,000 for reliability assurance services in connection with the sustainability report (2024: €100,000, all of which corresponds to statutory auditing services);

(iii) Note 38 of the Notes to the Consolidated Financial Statements includes all the related parties' disclosures, in accordance with the International Financial Reporting Standards.

43. Events after the reporting period

In 2026, up until publication of this report, the following relevant facts occurred:

• Remuneration to shareholders of up to €0.40 per share

On 18 February 2026, Novabase announced its Board of Directors' intention to propose to the 2026 General Meeting of Shareholders the payment of shareholder remuneration of €0.40 per share, subject to market conditions, a financial and accounting status at Novabase allowing its execution, and applicable legal and regulatory terms and conditions. This figure corresponds to a distribution of €15.4m to shareholders.

The same statement indicates that the Board of Directors intends to propose that the aforementioned remuneration be paid entirely in cash.

• Situation in the Middle East

Geopolitical tensions in the Middle East have escalated significantly since 28 February 2026, with the outbreak of direct military operations between the United States, Israel and Iran. These developments have disrupted regional airspace and maritime traffic in the Strait of Hormuz. Attacks on the region's critical infrastructure had a major impact on global markets as early as the first quarter of 2026, particularly on oil prices and supply chain stability.

The current situation increases the likelihood of adverse effects on the energy market and supply chains, fuels inflationary pressures and may lead to unexpected fluctuations in interest and exchange rates, all against a backdrop of high uncertainty about the duration, depth and intensity of the conflict.

The Group has a presence in the Middle East through two small subsidiaries. This region accounted for 10.7% of consolidated revenue in 2025, down from the previous year, in line with the strategy of selective growth geared towards profitability.

The management is constantly monitoring events in the geopolitical and economic landscape, and has created a task force dedicated to tracking these developments. Despite the high degree of uncertainty, the management believes that Novabase's ability to continue as a going concern is not at issue. However, the potential impact of these events on operations and profitability in 2026 cannot be reliably estimated.

44. Note added for translation

These financial statements are a free translation of financial statements originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.

II. REPORTS ISSUED BY THE SUPERVISORY BOARD AND BY THE CMVM REGISTERED AUDITOR

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REPORT AND OPINION OF THE AUDIT BOARD ON THE CONSOLIDATED FINANCIAL STATEMENTS OF NOVABASE – SOCIEDADE GESTORA DE PARTICIPAÇÕES SOCIAIS, S.A. FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2025

To the Shareholders,

INTRODUCTION

In compliance with the Law and for the purposes of paragraph g) of article 420 of the Portuguese Companies Code and the Company's bylaws, the Audit Board hereby presents for appreciation its Report on the supervising activity that was carried out and issues its Opinion on the Management Report and Consolidated Financial Statements of Novabase – 31, 2025.

ACTIVITIES CARRIED OUT

Supervision of the Company

company's business and the business of its subsidiaries, ensuring compliance with the law of the risk management and internal control systems and the preparation and disclosure of ical valuation criteria adopted by the company, in order to verify that they lead to an adequate expression

times and the respective meetings were formally recorded in minutes. At these meetings there was an attendance of 100% by all the members.

Within its duties, the Audit Board maintained the necessary contacts with the representatives of the Chartered Accountants Company and External Auditor, in order to monitor the planning and audit work that was carried out and to take note of the respective Company and External Auditor enabled the Audit Board to reach a positive opinion on the integrity, rigor, skill, quality of work and objectivity with which they carried out their work, as

Relevant matters concerning auditing were also analysed with the representatives of the Chartered Accountants Company and External Auditor; the Audit Board refers to their report subject to analysis.

• Sociedade Gestora de Participações Sociais, S.A. and the companies included in the consolidation perimeter were analysed and discussed with Management and the Statutory Auditor, based on presentations prepared by these corporate bodies. The Audit Board considers that it has

Communication of irregularities

5 it has not received, through the

Related Party Transactions

5 regulation in force, were submitted to assessment by the Audit Board.

Independence of the External Auditor

independence in relation to the Company and communicating all relationships that may be perceived as a threat to its independence, as well as the safeguards that were implemented.

RESPONSIBILITY STATEMENT

In accordance with point (c) of paragraph 1 of Article 29-G of the Portuguese Securities Code, we hereby declare that, to the best of our knowledge and belief, the aforementioned Reporting Standards, as adopted by the European Union, giving a true and appropriate view - Sociedade Gestora de Participações Sociais, S.A. and the companies included in the consolidation perimeter, and the management report faithfully describes the evolution of the business, performance and position of Novabase - Sociedade Gestora de Participações Sociais, S.A. and the companies included in the consolidation perimeter, containing an adequate description of the main risks and uncertainties which they face.

OPINION

The Audit Board analysed the Management Report and the Consolidated Financial Statements for the 2025 5 the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows, as well as the accompanying notes, which were prepared in accordance with the International Financial Reporting Standards, as adopted in the European Union.

Audit Report on the Consolidated Financial Information for the 2025 prepared by the Statutory Auditor, document which does not present any reservation and with which the Audit Board agrees.

The Audit Board further analysed the Corporate Governance Report for the 2025 compliance with the CMVM Regulation no. 4/2013 (Corporate Governance of Listed erred to in article 29-H of the Portuguese Securities Code.

In this context, it is the Audit Board's opinion that:

• There are no objections to the approval of the Management Report for the 2025
• There are no objections to the approval of the Consolidated Financial Statements for the 2025

Lisbon, 29 April, 2026

The Audit Board

Álvaro José Barrigas do Nascimento - Chairman

Fátima do Rosário Piteira Patinha Farinha – Member

• Member

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Description of the most significant assessed	Summary of our response to the most significant assessed risks of
risks of material misstatement	material misstatement
As at 31 December 2025, the accompanyingconsolidated financial statements of Novabase -Sociedade Gestora de Participações Sociais,S.A. show 124,465 thousand euros in servicesrendered (2024: 134.188 thousand euros)(Note 5).The recognition of revenue associated withconsultancy projects under a closed contract	Our approach included the following procedures:Understanding and assessing the design of relevantprocesses and controls, including the design of general ITcontrols, related to the revenue recognition process;Carrying out substantive analytical procedures and detailtests for a sample of projects, obtaining contractual supportdocumentation, where applicable, and evidence of

Description of the most significant assessedrisks of material misstatement	Summary of our response to the most significant assessed risks ofmaterial misstatement
("Turn Key") regime represents approximately30% of the Group's turnover.	compliance with the performance obligation, from themoment the transaction is recognised until its receipt;
The recognition of this type of "over time"projects is based on qualitative factors that	Carrying out analytical review procedures, namely by$\blacktriangleright$analysing the evolution of the project margin;
require judgement, such as planned income andcosts, contingencies in terms of contractualrisks.	Carrying out procedures to review the estimate and discuss$\blacktriangleright$the main assumptions considered by the management bodyregarding planned costs and income and contingencies;
Taking into account the materiality of theamounts involved and the degree of judgementassociated with the revenue recognitioncriteria, we consider this topic as a relevant	Obtaining support for the main manual adjustments, in$\blacktriangleright$order to verify the accuracy of the amounts accounted forand their correct specialisation of the financial year; and
audit matter.	Obtaining external confirmations for a representative$\blacktriangleright$sample of accounts receivable.
	We also verified the adequacy of the revenue recognition policiesand other applicable disclosures, included in Notes 2.18, 4 (d) and 5of the notes to the consolidated financial statements.

Description of the most significant assessed	Summary of our response to the most significant assessed risks of
risks of material misstatement	material misstatement
The amount of financial assets at fair valuethrough profit or loss amounts to 16,405thousand euros (2024: 14,000 thousandeuros).The participation in the entity Feedzai, S.A.,amounts to 15,242 thousand euros (2024:12,178 thousand euros), representing the mostsignificant part of the financial assets at fairvalue through profit or loss item, as detailed inNote 9 of the notes to the consolidatedfinancial statements.The Group's policy is to determine the fair valueat each reporting date, in accordance with adiscounted cash flow model, supported bybusiness plans estimated by the managementover a 5-year horizon, discount rates andgrowth rates in perpetuity.Due to the relevance of the amounts involved,as well as the complexity and judgmentinherent in the assumptions included in theadopted model, it is determined that weconsider this topic as a relevant audit matter.	Our approach has included the following procedures:Understanding and assessing the process and controls$\blacktriangleright$relating to the recording and monitoring of the fair value ofsubsidiaries recognised at fair value through profit or loss;Obtaining the models prepared by the management andьtesting the arithmetic accuracy and completeness of themodels used to determine the fair value;Analysing the models by comparing current performance×with estimates made in previous periods;Assessing, with the support of internal experts, the$\blacktriangleright$reasonableness of the assumptions that present greatersensitivity and judgement in determining the fair value,namely, discount rate and growth rate in perpetuity; andAnalysis of market transactions carried out during the$\blacktriangleright$period and their respective treatment under the applicableaccounting framework.Additionally, we verified the adequacy of the disclosures presentedin Notes 2.7, 4(b), 9 and 40 of the notes to the consolidatedfinancial statements.

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III. SECURITIES ISSUED BY THE COMPANY AND OTHER GROUP COMPANIES, HELD BY CORPORATE BODIES

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SECURITIES ISSUED BY THE COMPANY AND COMPANIES IN A CONTROL OR GROUP RELATIONSHIP WITH NOVABASE S.G.P.S., HELD BY MEMBERS OF THE CORPORATE BODIES OF NOVABASE S.G.P.S.

	Share capital	Totalnumber ofshares /quotas	No. shares /quotas heldby corporatebodies at31.12.24	Transactions	No. shares /quotas heldby corporatebodies at31.12.25	% held bycorporatebodies at31.12.25
Novabase S.G.P.S., S.A.	€1,152,569	38,418,973	19,305,911	1,888,361	21,194,272	55.2%
HNB - S.G.P.S., S.A.(a)			16,417,222	1,901,433	18,318,655	47.7%
Pedro Miguel Quinteiro Marques de Carvalho			2,736,653	0	2,736,653	7.1%
Manuel Saldanha Tavares Festas			74,986	0	74,986	0.2%
Francisco Paulo Figueiredo Morais Antunes			43,536	19,939	63,475	0.2%
María del Carmen Gil Marín			33,011	(33,011)	0	0.0%
João Luís Correia Duque			500	0	500	0.0%
Luís Paulo Cardoso Salvado			1	0	1	0.0%
Álvaro José da Silva Ferreira			1	0	1	0.0%
José Afonso Oom Ferreira de Sousa			1	0	1	0.0%
Benito Vázquez Blanco			0	0	0	0.0%
Rita Wrem Viana Branquinho Lobo Carvalho Rosado				00	0	0.0%
Madalena Paz Ferreira Perestrelo de Oliveira			0	0	0	0.0%
Álvaro José Barrigas do Nascimento			0	0	0	0.0%
Fátima do Rosário Piteira Patinha Farinha			0	0	0	0.0%
Ernst & Young Audit & Associados – SROC, S.A., represented by
Luís Miguel Gonçalves Rosado			0	0	0	0.0%
Rui Abel Serra Martins			0	0	0	0.0%
NBASIT - Sist. Inf e Telecomunicações, S.A.(b)	AOA 47,500,000	100,000	800	(800)	0	0.0%
Álvaro José da Silva Ferreira			400	(400)	0	0.0%
Luís Paulo Cardoso Salvado			200	(200)	0	0.0%
Francisco Paulo Figueiredo Morais Antunes			200	(200)	0	0.0%
Celfocus Egypt(c)	EGP 200,000	200,000	N/A	1	1	0.0%
Álvaro José da Silva Ferreira			N/A	1	1	0.0%
(a) JoséAfonsoOomFerreiradeSousa,LuísPauloHNB - S.G.P.S., S.A., having entered into a shareholder's agreement concerning the total share capital of this company.(b) Company sold in 2025 (see note 6).(c) Company incorporated in 2025 (see note 6).NovabasereportsintheabovetablethesecuritiesCompany or those closely related to them.	CardosoSalvadoandhelddirectly	ÁlvaroJosédabymembers	SilvaFerreiraareoftheBoardof	thecontrollingDirectorsand	shareholdersandsupervisory	directorsofbodiesofthe

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STATEMENT OF COMPLIANCE

NOVABASE S.G.P.S., S.A.

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Statement of the Board of Directors

(Free translation from the original version in Portuguese) SIGNED ON THE ORIGINAL

Pursuant to the terms of section c) of paragraph 1of article 29-G of the Portuguese Securities Code, the members of the Board of Directors and of Directors:

those responsible within Novabase, Sociedade Gestora de Participações Sociais, S.A., below identified, state, in the quality and scope of their duties as referred to therein, that, to the best of their knowledge and based on the information to which they had access, namely within the Board (i) the information contained in the management report, annual accounts, Auditors' Report and all other accounting documentation required by law or regulation, for the year ended 31 December 2025, was prepared in compliance with the applicable accounting standards and gives a true and fair view of the assets and liabilities, financial position and results of Novabase S.G.P.S., S.A. and the companies included in the consolidation perimeter; and companies included in the consolidation perimeter, containing (namely) an accurate description of the main risks and uncertainties which they

(ii) the management report faithfully states the evolution of the businesses, performance and position of Novabase S.G.P.S., S.A. and the face.

Lisbon, 29 April 2026

Luís Paulo Cardoso Salvado Chairman and Director with delegated powers (CEO)

Álvaro José da Silva Ferreira Director with delegated powers

Francisco Paulo Figueiredo Morais Antunes Director with special responsibilities

María del Carmen Gil Marín Director with special responsibilities

Rita Wrem Viana Branquinho Lobo Carvalho Rosado Non-Executive member of the Board

José Afonso Oom Ferreira de Sousa Non-Executive member of the Board

Madalena Paz Ferreira Perestrelo de Oliveira Non-Executive member of the Board

Pedro Miguel Quinteiro Marques de Carvalho Non-Executive member of the Board

Benito Vázquez Blanco Non-Executive member of the Board

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Statement by the members of the Audit Board under paragraph 1, c) of article 29º-G of the Portuguese Securities Code

Álvaro José Barrigas do Nascimento, chairman of the Audit Board of Novabase S.G.P.S., S.A. declares that, to the best of his knowledge, the information contained in the management report, the annual accounts, the chartered accountant legal certification and all other financial statement documentation regarding the year ended 31 December 2025 was drafted in accordance with the applicable accounting standards, give a true and appropriate view of the assets and liabilities, the financial position and the results of the issuer and, when applicable, of the companies included in the consolidation perimeter, and the management reports faithfully state the evolution of the businesses, performance and position of the issuer and, when applicable, of the companies included in the consolidation perimeter, containing a description of the main risks and uncertainties which they face.

Lisbon, April 29, 2026

Fátima do Rosário Piteira Patinha Farinha, member of the Audit Board of Novabase S.G.P.S., S.A. declares that, to the best of her knowledge, the information contained in the management report, the annual accounts, the chartered accountant legal certification and all other financial statement documentation regarding the year ended 31 December 2025 was drafted in accordance with the applicable accounting standards, give a true and appropriate view of the assets and liabilities, the financial position and the results of the issuer and, when applicable, of the companies included in the consolidation perimeter, and the management reports faithfully state the evolution of the businesses, performance and position of the issuer and, when applicable, of the companies included in the consolidation perimeter, containing a description of the main risks and uncertainties which they face.

Lisbon, April 29, 2026

João Luís Correia Duque, member of the Audit Board of Novabase S.G.P.S.,S.A. declares that, to the best of his knowledge, the information contained in the management report, the annual accounts, the chartered accountant legal certification and all other financial statement documentation regarding the year ended 31 December 2025 was drafted in accordance with the applicable accounting standards, give a true and appropriate view of the assets and liabilities, the financial position and the results of the issuer and, when applicable, of the companies included in the consolidation perimeter, and the management reports faithfully state the evolution of the businesses, performance and position of the issuer and, when applicable, of the companies included in the consolidation perimeter, containing a description of the main risks and uncertainties which they face.

Lisbon, April 29, 2026

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