Novabase SGPS — Interim / Quarterly Report 2020

Jul 30, 2020

Relevant information Results 6M20

Lisboa, 30 July 2020

Novabase – Sociedade Gestora de Participações Sociais, S.A., under the terms and for the purposes of article 17 of Regulation (EU) no. 596/2014 of the European Parliament and of the Council and article 248-A of the Portuguese Securities Code, discloses today to the market the results of the first six months of 2020, whose essential features are included in the presentation attached.

In addition, it is further informed that a webcast on this Trading Update will be held today, at 5 pm Lisbon time (GMT+1). More information about registration can be found at www.novabase.pt.

Privileged Information

NEXT-GEN IT SERVICES COMPANY

6M20 Consolidated Results July 30, 2020

Disclaimer

This presentation includes sector and forward-looking statements involving uncertainties that could cause actual data to differ materially from those indicated.

• These statements relate only to this date of presentation, and Novabase assumes no obligation to update the information or to notify in the event that any question changes or is identified as incorrect, except when required by law or specific regulation.
• Thus, neither Novabase, nor any of its subsidiaries, its administrators, members of the other corporate bodies or employees, make any declaration or commitment on the accuracy or completeness of the information and do not assume, therefore, any type of obligation or responsibility.
• Financial reporting terms used in this Report are mostly in accordance with International Financial Reporting Standards (IFRS) but will include certain non-IFRS financial measures of our performance (APMs). APMs used by Novabase are intended to provide additional information, more comprehensive and relevant to users, and are applied consistently in all periods reflected in this release. Reconciliation of each of these APMs to its most directly comparable IFRS financial measure can be found at the end of this Report. All amounts in this presentation are expressed in million Euros, except otherwise stated.
• This presentation is provided for informational purposes only and does not constitute a document for the offer of securities, and its distribution or use by any person or entity is forbidden without prior authorization from Novabase.

6M20 Outlook

CEO

Message from João Nuno Bento

"These last 6 Months were crucial for Novabase.

We have closed two important divestments and acquired the remaining shares of Celfocus, the Core Asset in our Next-Gen Strategy.

Whilst we were busy putting all these pieces together, the Covid-19 raised the challenge level, forcing us to adapt overnight and operate in new and uncharted territory.

Adding up the operational performance, the 6M20 execution was indeed a great leap towards achieving our strategic objectives:

• We can now go full speed towards integrating our two Next-Gen verticals.
• Our Nearshore Agile Delivery Model proved fit for the new WFH context.
• Both our divisions delivered strong growth and sound margins under very challenging circumstances.

There is still significant effort and investment to deliver on our transformation roadmap, but the most critical hurdles are now behind us.

Getting to the numbers:

• Turnover increased 14% YoY, with Next-Gen growing 12% YoY;
• 86% of Next-Gen Revenues came from 18 Top Tier Clients (83% and 14 in 6M19);
• EBITDA% @8.6% with Next-Gen @6.6%;
• Solid Net Cash position of 50.7 M€;
• Net Profit of 4.8 M€ (0.16€ per sh.);
• NBA share price increased 21% since the beginning of the year.

Although Covid-19 did not impact significantly our performance in the 6M20, we remain cautious about new challenges to acquire clients under the current travel restrictions. This may influence our growth prospects in 2021. As of today, we cannot precise the potential impacts.

Also, the M&A initiatives we are pursuing will probably suffer delays due to the present volatility in the market.

Nevertheless, we will keep on working towards our strategic targets, and we are convicted our company will come out much stronger from this crisis.

Thank You All for your support!" ⁵

6M20 in Review

Value

Portfolio:

Strategy

Relevant acquisition initiative to grow Next-Gen completed

Next-Gen strengthened with the acquisition of Vodafone Portugal's equity stake in Celfocus for an initial price of 20 M€, subject to adjustments.

Full ownership of Celfocus is key to Novabase's strategy of becoming an "Next-Gen IT Services Company", enabling the Group to allocate resources and explore synergies in a more efficient way.

(1) Accounted in FY19.

(2) Baseline FY18 (previous to Strategic Update 2019+).

(3) Subsequent event to 6M20.

Next-Gen: Strategy 2019+ Execution

2019+ Execution Press Zone

Generating value to fund Next-Gen strategy

Novabase continues to successfully deliver on its strategy, with the sales of Collab and GTE Business (1), which combined represent a divestment of over 60% of its Value Portfolio segment revenue (2):

• Sale of Novabase's equity stake in Collab to the swedish Netadmin System I Sverige AB, for a 2019 Price to Sales multiple of 0.92x, subject to adjustments;
• Adjustment to consideration on the sale of GTE Business, raising the 2019 Price to Sales multiple of this transaction to 1.01x still subject to final adjustments.

Novabase on the News

• March,11 || Novabase re-entered PSI20 as of March, 23.
• April, 23 || Novabase's Board of Directors Chairman met with the President of Portugal, to discuss the impact of the current pandemic situation and prospects on IT sector.
• July, 6 (3) || Euronext Lisbon CEO congratulate Novabase for its 20 years of stock market, marked by adherence to good practices, resilience and ability to reinvent itself.
• July, 9 (3) || Novabase was awarded as the most innovative company in people management by the Human

Resources Portugal Magazine, for the 2nd year in a row. 6

Relevant Information

Acquisition of Celfocus equity stake

Novabase buys Vodafone Portugal's equity stake in Celfocus

• On April 24, 2020, Novabase has entered into a sale and purchase agreement with Vodafone Portugal, S.A. ("Vodafone") to buy the shares representing Vodafone's equity stake in Celfocus, S.A. (45.001%).
• The agreed purchase price for Vodafone's entire shareholding was 20 M€, fully paid on April, 30.

• There may be an additional price adjustment of 7.5 M€, to be paid for in services, which could raise the final purchase price to a maximum of 27.5 M€, as a result of possible annual adjustments until 2023 related to service hiring guarantees of 10 M€ per year for three years given by Vodafone.

• Due to the importance of this transaction for the execution of the strategy and given Novabase's financial robustness, the Board of Directors approved the acquisition, despite the current context of uncertainty. This transaction does not require any significant guidance reframing regarding the Strategic Update 2019+.

• Celfocus employed over 650 employees. In 2019, it had a Turnover of 65 M€, EBITDA of 6.3 M€ and cash holdings of 16.1 M€.
• Prior to this transaction, Novabase held a 54.997% stake in Celfocus, S.A..

Relevant Information

Price adjustment on the sale of GTE

Adjustments to consideration on the sale of GTE Business

• Following the previous announcements to the market in relation to the celebration and completion of the sale, to VINCI Energies Portugal, S.A., of the "Application and Data Analytics" business for the Government, Transport and Energy sectors ("GTE Business"), the parties confirmed, on May 11, and a net adjustment to the price initially paid by the purchaser and the verification of the earn-out which was dependent upon the final performance of the GTE Business in the financial year of 2019.

• As such, the consideration obtained by Novabase after these events is 39.3 M€ corresponding to the sum of the price initially agreed of 33 M€, the earnout of 3 M€ and the net adjustment of the remainder.

• Considering the above mentioned, the estimated capital gain is now 14.9 M€, however, some additional adjustments to the purchase price may still occur until the ninth month after the date of completion of the sale, under the terms of the Agreement.

• It is recalled that the capital gain registered in 2019 was 12.0 M€ therefore any difference to the final capital gain will be recognised in the financial statements of 2020.
• The 1H20 accounts already reflect the adjustment to the capital gain of 2.9 M€ and the cash inflow of the total consideration on the sale, of 35.4 M€.

Relevant Information

Sale of Novabase's equity stake in Collab

Novabase sells Collab to the swedish Netadmin System I Sverige AB

• On March 19, 2020, Novabase and Netadmin System i Sverige AB entered into a sale and purchase agreement for all shares representing COLLAB – Soluções Informáticas de Comunicação e Colaboração, S.A. share capital, subsidiary held in 72.45% by Novabase Business Solutions, S.A. and in 17.75% by Fundo Capital Risco NB Capital. The completion of the sale and purchase also occurred on this date, with the delivery of the shares against payment of part of the price.
• The agreed initial purchase price was 6 M€, to which a potential annual earnout may be accreted, up to a maximum of three annual periods, depending on COLLAB's performance, as set out in the agreement.

• Of the agreed initial purchase price, 1.5 M€ was temporarily held by the purchaser, as foreseen in the sale and purchase agreement. The agreed purchase price is also subject to positive or negative price adjustment clauses agreed between the parties.

• As a result, Novabase recorded in 1H20 a gain on this transaction amounting to 0.2 M€, which falls within the range of 0.1 M€ to 0.8 M€ of estimated capital gain disclosed, but still subject to adjustments.
• To be noted that this subsidiary represented a 6.5 M€ turnover in 2019, and employed around 60 employees.

Covid-19

In compliance with ESMA71-99-1290

Covid-19: Agile Response

• Novabase is permanently monitoring all developments related to the Covid-19 pandemic. A Contingency Coordinating Group was created and a contingency plan was developed and implemented. Novabase set 3 priorities: ensure safety, health and well-being conditions for all individuals in the Novabase Community, preserve the company's financial strength and prepare for the future.
• At an early stage, travelling was limited and remote work conditions were provided for nearly 100% of employees, ensuring both employee's safety and clients business operations continuity. More recently, Novabase offices were awarded with the COVID OUT by ISQ, and have reopened for a safe return.
• Novabase has a solid customer base and a robust liquidity position.

• However, the pandemic uncertainty imposes a cautious treasury management in order to keep the company's financial resilience. In this context, the Board of Directors decided to revert its initial intention of proposing to the 2020 GMS a 0.85 €/share remuneration, maintaining the Strategic Update 2019+ commitment of distributing 1.5 €/share in 2019-2023.

• Novabase believes that difficulties also present opportunities, so these are times to prepare for the future and to think what it takes to win in the "new normal", where digital economy is expected to play a relevant role.
• No relevant Covid-19 impacts were observed in 6M20, despite some minor performance effect on Value Portfolio during the lockdown phase (2Q). Novabase remains confident but cautious due to the uncertainty on the time and shape of the recovery. As far as we are able to anticipate, some delay in M&A is possible and, due to travel restrictions, commercial access to new clients could be more challenging.

Financial Highlights

6M20 performance: Next-Gen taking-off!

• Turnover increased 14% YoY, with Next-Gen representing 72%
• 63% of Next-Gen Turnover is generated outside Portugal, from which Europe & ME accounts for 88%
• 86% of Next-Gen Revenues captured from Top Tier Clients
• EBITDA of 5.5 M€
• Net Profit of 4.8 M€
• Solid Net Cash position of 50.7 M€
• Talent Pool of 1742 employees
• Novabase share price increased 21% since the beginning of the year
• No relevant impacts due to Covid-19 pandemic observed this semester

Turnover and EBITDA do not include GTE Business nor Collab, qualified as discontinued operations according to IFRS 5, for all periods in this presentation.

Turnover

Turnover increased 14% YoY, with Next-Gen representing 72%

No relevant impacts were observed this semester due to the Covid-19 pandemic, both in Next-Gen and in Value Portfolio segments.

EBITDA

EBITDA of 5.5 M€, leveraged by Next-Gen

Next-Gen Segment

Next-Gen grows by double-digit in Turnover, +12% YoY...

… and doubles EBITDA margin

Working on strategic initiatives towards the goal for 2023.

Turnover

EBITDA

Next-Gen Segment

Next-Gen working on Multi Industry approach…

Targeting clients with ambition to transform, with 6M20 still focused on Telco.

International Turnover grows 11% YoY.

63% of Next-Gen Turnover generated outside Portugal.

Europe & ME accounts for 88% of international operations, registering an increase of 6% YoY.

Next-Gen Segment

Building long term relationships

Large accounts increase, both in number…

14 18 6M19 6M20

Total number of clients in 6M20 increased to 107 (105 in 6M19).

(1) Top Tier clients (>1 M€) considers the Trailing 12 months.

…and in Revenues (9% YoY).

Top Tier Clients (1) % of Revenues from Top Tier clients (1)

16

Value Portfolio Segment

Value Portfolio Turnover grows 19% YoY

40% of Value Portfolio Turnover is generated outside Portugal.

10.00

12.00

14.00

16.00

18.00

20.00

Turnover EBITDA 2.5 2.5 16.2% 13.6% 6M19 6M20 EBITDA Margin 15.2 18.1 6M19 6M20

Resilient performance

Business performance observed in 2Q20 (coincidental with the major lockdowns).

in Value Portfolio

Some Covid-effect on IT Staffing

Key Figures Total EPS reached 0.16 € (0.05 € in

Net Profit of 4.8 M€

6M19).

EBITDA to Net Profit

Financial results decreased 1.2 M€ YoY, fundamentally due to the accounting of exchange differences in foreign operations.

Discontinued operations – meaning results attributable to GTE Business and Collab – reached 3.2 M€ in 6M20, which comprises 2.9 M€ of adjustment to the capital gain of GTE Business disposal and 0.2 M€ of gain on the sale of Collab.

Evolution of NCI is mainly explained by full ownership of Celfocus since April.

Net Cash

Solid Net Cash position of 50.7 M€

Comfortable liquidity situation to pursue the Strategy 2019+ objectives and win the Covid-19 pandemic context.

Cash generation of 16.6 M€ in 6M20, highlighting:

• Cash inflow of 35.4 M€ from GTE Business disposal (including the price adjustment);
• Cash inflow of 3.2 M€ from the Sale of Collab;
• Cash outflow of 20.0 M€ from the acquisition of Vodafone's equity stake in Celfocus.

From the 50.7 M€, 4.5 M€ refers to Noncontrolling Interests.

19

Talent

Talent Pool of 1742 employees in 6M20

Average number of Employees (1)

Next-Gen Value Portfolio (2)

(1) Excluding GTE Business and Collab.

(2) Including holding / shared services representing 84 employees in 6M20 (89 in 6M19).

Talent pool decreased 1% YoY in line with the expected synergies and management overhaul (1761 in 6M19).

Next-Gen Turnover per employee increased 16% YoY.

Attrition rate of Next-Gen was 6.7% in 6M20 (9.7% in 6M19).

Stock Market

Novabase share price increased 21% in 6M20…

... as it celebrates its 20th anniversary on the Euronext (listed since 4 July 2000).

PSI20 Index decreased 16% and EuroStoxx Technology Index increased 5%.

Novabase and the Market

Novabase re-entered to the main index of the Lisbon stock exchange, the PSI20, as of March, 23.

Due to the current context of great uncertainty of the Covid-19 pandemic, the Board decided to revert its initial intention of proposing to the 2020 GMS a remuneration of 0.85 €/share.

In this period, Novabase acquired 234,464 shares (under the buy-back programme), holding as at June, 30, a total of 611,075 own shares (1.95% of the Company's share capital).

The average price target disclosed by the research that covers Novabase is 4.63 €, and the average upside is 49%.

Market Capitalization at the end of 6M20 is 97.7 M€, implying a ttm Price to Sales of 0.83x.

Free Float Velocity in 6M20 represented 39% (21% in 6M19) with a free float of 40%(1) in both periods.

APMs

Alternative Performance Measures

Net Cash

Net Cash provides information on the level of cash and other bank deposits and marketable securities, after discounting the debts to financial institutions, assisting in the analysis of the company's liquidity and ability to meet its non-bank commitments.

The caption "Cash and cash equivalents" is simultaneously the item of the consolidated statement of financial position more directly reconcilable and more relevant to this APM.

The detail and breakdown of Net Cash, as well as the reconciliation in 6M20 and prior period, is analysed in the table on the right.

This APM and all its components contain no estimates or judgments made by Management.

	FY19	6M20
Cash and cash equivalents	48,755	74,949
Debt securities - Non-Current	403	-
Debt securities - Current	2,793	-
Treasury shares held by the Company (1)	972	1,900
Bank borrowings - Non-Current	(13,600) (19,400)
Bank borrowings - Current	(5,194) (6,706)
Net Cash (Euro thousands)	34,129	50,743
	FY19	6M20
Treasury shares held by the Company	376,611	611,075
Closing price @ last tradable day (€)	2.580	3.110
Treasury shares held by the Company (Euro thousands)	972	1,900

(1) Is 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. 22

About NOVABASE

NEXT-GEN IT SERVICES COMPANY

Company Information Investors Relations Next Events

Novabase SGPS, S.A. Public Company Euronext code: PTNBA0AM0006 Registered in TRO of Lisbon and Corporate Tax Payer no. 502.280.182 Share Capital: 54,638,425.56 € Head Office: Av. D. João II, 34, 1998-031 Lisbon - PORTUGAL

María Gil Marín Chief Investors Officer Tel. +351 213 836 300 Fax: +351 213 836 301 investor.relations@novabase.pt

Report available on website: www.novabase.pt

Roadshows: Kepler Cheuvreux Autumn Conference: 7th September JB Capital Markets: 24th September

Trading Update 9M20 Thursday, November 5, 2020 (after market closure)

Consolidated Statement of Financial Position Consolidated Income Statement as at 30 June 2020 for the period of 6 months ended 30 June 2020

30.06.20	31.12.19		30.06.20	30.06.19 (*)	Var. %
(Thousands of Euros)			(Thousands of Euros)
		Other operating income	479	84
		Employee benefit expense	(40,277)	(35,485)
		Net impairm. losses on financ. assets	18	38
		Net Profit before taxes (EBT)	2,077	1,927	7.8 %
		Non-controlling interests	(254)	(622)

	30.06.20	31.12.19		30.06.20	30.06.19 (*)	Var. %
		(Thousands of Euros)			(Thousands of Euros)
ASSETS
			CONTINUING OPERATIONS
Tangible assets	2,257	2,180	Sale of goods	-	196
Intangible assets	12,064	12,967	Cost of goods sold	-	(131)
Right-of-use assets	7,786	9,785
Financial investments	12,426	12,344	Gross margin	-	65	-100.0 %
Debt securities	-	403
Deferred income tax assets	9,062	9,585	Other income
Other non-current assets	2,338	1,908	Services rendered	63,668	55,832
Total Non-Current Assets	45,933	49,172	Supplementary income and subsidies	572	79
			Other operating income	479	84
Inventories	30	34
Trade debtors and accrued income	40,086	40,247		64,719	55,995
Other debtors and prepaid expenses	13,296	50,403
Derivative financial instruments	14	24		64,719	56,060
Debt securities	-	2,793
Cash and cash equivalents	74,949	48,755	Other expenses
Total Current Assets	128,375	142,256	External supplies and services	(20,519)	(16,701)
			Employee benefit expense	(40,277)	(35,485)
Assets for continuing operations	174,308	191,428	(Provisions) / Provisions reversal	1,733	100
			Net impairm. losses on financ. assets	18	38
Assets for discontinued operations	451	460	Other operating expenses	(213)	(297)
Total Assets	174,759	191,888		(59,258)	(52,345)
EQUITY			Gross Net Profit (EBITDA)	5,461	3,715	47.0 %
Share capital	54,638	54,638	Restructuring costs	-	-
Treasury shares	(1,063)	(655)	Operating Gross Net Profit	5,461	3,715	47.0 %
Share premium	226	226	Depreciation and amortisation	(2,174)	(1,796)
Reserves and retained earnings	(3,154)	(5,318)
Net profit	4,819	20,400	Operating Profit (EBIT)	3,287	1,919	71.3 %
Total Shareholders' Equity	55,466	69,291	Financial results	(1,210)	(119)
Non-controlling interests	9,036	18,329	Gain on net monetary position	-	127
Total Equity	64,502	87,620
			Net Profit before taxes (EBT)	2,077	1,927	7.8 %
LIABILITIES			Income tax expense	(206)	(439)
Bank borrowings	19,400	13,600	Net Profit from continuing operations	1,871	1,488	25.7 %
Lease liabilities	6,079	7,681
Provisions	6,717	8,623	DISCONTINUED OPERATIONS
Other non-current liabilities	4,145	770	Net Profit from discont. operations	3,202	778	311.6 %
Total Non-Current Liabilities	36,341	30,674
			Non-controlling interests	(254)	(622)
Bank borrowings	6,706	5,194
Lease liabilities	3,083	3,887	Attributable Net Profit	4,819	1,644	193.1 %
Trade payables	5,211	8,215
Other creditors and accruals	32,895	32,732
Derivative financial instruments	-	17
Deferred income	17,647	14,854

Total Current Liabilities	65,542	64,899
Total Liabilities for cont. operations	101,883	95,573
Total Liabilities for discont. operations	8,374	8,695
Total Liabilities	110,257	104,268	Other information:
Total Equity and Liabilities	174,759	191,888	Turnover EBITDA margin	63,668 8.6 %	56,028 6.6 %
			EBT % on Turnover	3.3 %	3.4 %

			Turnover	63,668	56,028	13.6 %
Total Equity and Liabilities	174,759	191,888	EBITDA margin	8.6 %	6.6 %
			EBT % on Turnover	3.3 %	3.4 %
Net Cash	50,743	34,129	Net profit % on Turnover	7.6 %	2.9 %

* Comparatives were restated to show continuing operations separately from discontinued operations (GTE Business & Collab).

Novabase S.G.P.S., S.A. Public Company - Euronext code: PTNBA0AM0006	Share Capital 54,638,425.56 Euros - Corporate Registration CRCL N.º 1495
Head-office: Av. D. João II, 34, Parque das Nações, 1998-031 Lisbon, Portugal	Corporate Tax Payer N.º 502 280 182

Consolidated Income Statement by SEGMENTS for the period of 6 months ended 30 June 2020

(Thousands of Euros)	Value Portfolio	Next-Gen	NOVABASE
CONTINUING OPERATIONS
Sale of goods	-	-	-
Cost of goods sold	-	-	-
Gross margin	-	-	-
Other income	-	-	-
Services rendered	18,101	45,567	63,668
Supplementary income and subsidies Other operating income	508 422	64 57	572 479
	19,031	45,688	64,719
	- 19,031	- 45,688	- 64,719
Other expenses	-	-	-
External supplies and services	(547)	(19,972)	(20,519)
Employee benefit expense	(16,068)	(24,209)	(40,277)
(Provisions) / Provisions reversal	88	1,645	1,733
Net impairm. losses on financ. assets	27	(9)	18
Other operating expenses	(64)	(149)	(213)
	- (16,564)	- (42,694)	- (59,258)
Gross Net Profit (EBITDA)	- 2,467	- 2,994	- 5,461
Depreciation and amortisation	- (1,283)	- (891)	- (2,174)
Operating Profit (EBIT)	1,184	2,103	3,287
Financial results Gain on net monetary position	- (781) -	- (429) -	- (1,210) -
Net Profit / (Loss) before Taxes (EBT)	403	1,674	2,077
Income tax expense	- -	- (206)	- (206)
Net Profit / (Loss) from cont. operations	403	1,468	1,871

DISCONTINUED OPERATIONS

Attributable Net Profit / (Loss)	3,752	1,067	4,819
Non-controlling interests	147	(401)	(254)
Net Profit from discontinued operations	3,202	-	3,202

Other information :

Turnover	18,101	45,567	63,668
EBITDA	2,467	2,994	5,461
EBITDA % on Turnover	13.6%	6.6%	8.6%
EBT % on Turnover	2.2%	3.7%	3.3%