Novabase SGPS

M&A Activity • Apr 27, 2023

Relevant Information

Equity Partnership in the subsidiary Celfocus

Lisbon, 27 April 2023

Novabase - Sociedade Gestora de Participações Sociais, S.A. (hereinafter "Novabase") hereby informs, under the terms and for the purposes of the provisions of Article 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council that:

• 1. Within the scope of the business development plan of the subsidiary Celfocus, S.A. (of the Next-Gen business segment), a process will be initiated that will culminate in the acquisition of a minority percentage of the share capital of that company by a group of employees of Novabase group. These employees have operational leadership responsibilities, and the present operation aims to promote their commitment in the development and enhancement of Celfocus.
• 1. The implementation of this operation involves, in a first phase, the incorporation, between the above mentioned employees and Novabase Consulting S.G.P.S.,S.A., of a new company, whose share capital will be divided into class A shares and class B shares; Novabase will hold all the class A shares which will represent at least 75.03% of the company's economic rights and 100% of the voting rights; and, in a second phase, the acquisition, by the referred company, of up to 40% of the share capital of the company Celfocus, for the amount of 75.5 Million Euros, based on an evaluation carried out by an independent entity. This company will be financed by the group under market terms and conditions. As a result of the completion of the transaction or after its conclusion, the participation held directly or indirectly by Novabase in the share capital of Celfocus will not be less than 90.01%. These operations may be implemented in phases or in a chain depending on the identification of the teams that will subscribe the B shares.
• 1. After the conclusion of this operation, Novabase will decrease the participation held directly or indirectly in Celfocus, up to 9.99% of its share capital.

• This opening of Celfocus' capital has underlying the idea of a mutual lasting interest of Novabase Group and of the employees of Celfocus, namely those in especially important positions, in the valuation of this company. This operation is an instrument for the alignment of shareholder value, as it is a relatively usual mechanism in companies in this segment of activity, both in Portugal and abroad, and the history of the Novabase group itself is evidence of this.