Novabase - SGPS, SA informs on: 2025 Corporate Governance Report to be presented to the Annual General Meeting of May 22, 2026 Report on Corporate Governance

25

NOVABASE CORPORATE GOVERNANCE

2025

1. SHAREHOLDER STRUCTURE
2. CORPORATE BOARDS AND COMMITTEES
3. INTERNAL ORGANIZATION
4. REMUNERATION
5. TRANSACTIONS WITH RELATED PARTIES PART II - EVALUATION OF CORPORATE GOVERNANCE ANNEXES

   • Report of the Board of Directors on remuneration

   • Report of the Remuneration Committee

230

238

1. SHAREHOLDER STRUCTURE

   1. 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 2S-H, paragraph 1, sub-paragraph a).

         General Information on Capital Structure

         Different categories of shares

Share capital on 31-12-2025 (€)

Number of unlisted shares

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).

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.

Pedro Miguel Ǫuinteiro Marques de Carvalho

2,736,653 7.12%

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.

ISATIS Investment Classic Blue 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 2S-H, paragraph 1, sub-paragraph b).

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

1. Number of treasury shares, percentage of corresponding share capital and percentage of corresponding voting rights (article 2S-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.

2. 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 2S-H, paragraph 1, sub-paragraph j)).

   These do not exist.

3. 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.

C. Shareholders' agreements that are known to the company and which may lead to restrictions in terms of transferring securities or voting rights (article 2S-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.

Pedro Miguel Ǫuinteiro Marques de Carvalho

2,736,653 7.12%

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.

ISATIS Investment Classic Blue 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.

1. 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]

Capital and Voting

Rights

Shares1

%

#

Owner1

Pedro Miguel Ǫuinteiro 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 C Young Audit C Associados - SROC, S.A., represented

by 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, sub-

paragraphs a) through d) of the Commercial Companies Code:

Entity

Transaction

Date

Place

Number of Actions

Unit Price (€)

Francisco Paulo Figueiredo Morais Antunes

Sale 21/10/2025 Euronext

8,345 8.00

Francisco Paulo Figueiredo

Morais Antunes

Sale

20/10/2025

Euronext

Lisbon

179

8.00

Lisbon

Francisco Paulo Figueiredo Morais Antunes

Sale 17/10/2025 Euronext

1 8.00

Francisco Paulo Figueiredo

Morais Antunes

Sale

15/10/2025

Euronext

Lisbon

2,618

8.00

Lisbon

Francisco Paulo Figueiredo Morais Antunes

Sale 13/10/2025 Euronext

369 8.00

Francisco Paulo Figueiredo

Morais Antunes

Sale

19/09/2025

Euronext

Lisbon

324

8.00

Lisbon

Lisbon

María del Carmen Gil Marín Sale 18/09/2025 Euronext

2,472 7.80

María del Carmen Gil Marín

Sale

18/09/2025

Euronext

Lisbon

90

7.85

Lisbon

María del Carmen Gil Marín Sale 17/09/2025 Euronext

850 7.80

María del Carmen Gil Marín

Sale

17/09/2025

Euronext

Lisbon

1,334

7.85

Lisbon

María del Carmen Gil Marín Sale 16/09/2025 Euronext

456 7.80

María del Carmen Gil Marín

Sale

16/09/2025

Euronext

Lisbon

500

7.85

Lisbon

María del Carmen Gil Marín Sale 15/09/2025 Euronext

6,015 7.80

María del Carmen Gil Marín

Sale

15/09/2025

Euronext

Lisbon

512

7.85

Lisbon

María del Carmen Gil Marín Sale 12/09/2025 Euronext

1,656 7.80

María del Carmen Gil Marín

Sale

12/09/2025

Euronext

Lisbon

470

7.85

Lisbon

María del Carmen Gil Marín Sale 11/09/2025 Euronext

6,389 7.80

María del Carmen Gil Marín

Sale

10/09/2025

Euronext

Lisbon

531

7.90

Lisbon

María del Carmen Gil Marín Sale 10/09/2025 Euronext

2,249 7.80

María del Carmen Gil Marín

Sale

08/09/2025

Euronext

Lisbon

112

7.90

Lisbon

María del Carmen Gil Marín Sale 05/09/2025 Euronext

2,227 7.90

Entity

Transaction

Date

Place

Number of Actions

Unit Price (€)

Lisbon

María del Carmen Gil Marín Sale 04/09/2025 Euronext

612 7.90

María del Carmen Gil Marín

Sale

03/09/2025

Euronext

Lisbon

894

7.90

Lisbon

María del Carmen Gil Marín Sale 01/09/2025 Euronext

792 7.95

María del Carmen Gil Marín

Sale

29/08/2025

Euronext

Lisbon

1

7.95

Lisbon

María del Carmen Gil Marín Sale 28/08/2025 Euronext

1 7.95

María del Carmen Gil Marín

Sale

27/08/2025

Euronext

Lisbon

108

7.95

Lisbon

María del Carmen Gil Marín Sale 26/08/2025 Euronext

80 7.95

María del Carmen Gil Marín

Sale

25/08/2025

Euronext

Lisbon

385

7.95

Lisbon

María del Carmen Gil Marín Sale 22/08/2025 Euronext

5,981 7.95

María del Carmen Gil Marín

Sale

21/08/2025

Euronext

Lisbon

1,976

7.95

Lisbon

María del Carmen Gil Marín Sale 20/08/2025 Euronext

1,476 7.95

María del Carmen Gil Marín

Sale

19/08/2025

Euronext

Lisbon

24

7.95

Lisbon

María del Carmen Gil Marín Sale 18/08/2025 Euronext

373 8.00

María del Carmen Gil Marín

Sale

15/08/2025

Euronext

Lisbon

1,062

7.95

Lisbon

María del Carmen Gil Marín Sale 14/08/2025 Euronext

200 7.95

María del Carmen Gil Marín

Sale

12/08/2025

Euronext

Lisbon

552

7.95

Lisbon

María del Carmen Gil Marín Sale 11/08/2025 Euronext

729 7.95

María del Carmen Gil Marín

Sale

08/08/2025

Euronext

Lisbon

5,050

7.95

Lisbon

María del Carmen Gil Marín Sale 07/08/2025 Euronext

3,900 7.95

María del Carmen Gil Marín

Sale

05/08/2025

Euronext

Lisbon

2,000

8.00

Lisbon

María del Carmen Gil Marín Sale 04/08/2025 Euronext

3,925 7.95

Francisco Paulo Figueiredo

Morais Antunes1

Purchase

02/07/2025

Outside of

regulated market

23,973

0.00

regulated market

María del Carmen Gil Marín1 Purchase 02/07/2025 Outside of

23,973 0.00

Entity

Transaction

Date

Place

Number of Actions

Unit Price (€)

Francisco Paulo Figueiredo Morais Antunes

Aquisição 23/06/2025 Euronext

7,802 5.2592

HNB - S.G.P.S., S.A.

Aquisição

23/06/2025

Euronext

Lisbon

1,901,433

5.2592

Lisbon

Lisbon

María del Carmen Gil Marín Sale 12/06/2025 Euronext

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.

S. Special powers of the board of directors, namely with respect to decisions to increase capital (article 2S-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.

1. 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.

   1. CORPORATE BOARDS AND COMMITTEES

      1. GENERAL MEETING OF SHAREHOLDERS

         1. Composition of the general meeting board

2. 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

   1. Exercising of voting rights

3. 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 2S-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:

   1. 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;

   2. 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;

   3. 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;

   4. The Chairperson of the General Meeting of Shareholders must ensure the authenticity and confidentiality of postal votes until the time of voting;

   5. If the shareholder or his/her representative attends the General Meeting of Shareholders in person, his/ her respective postal vote will be annulled;

   6. 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.

4. 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.

5. 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.

   1. MANAGEMENT AND SUPERVISION

      (Board of Directors, Executive Board of Directors and General and Supervisory Board)

      1. Composition

         Board of Directors on 31 December 2025

         Luís Paulo Cardoso Salvado

         Álvaro José da Silva Ferreira

Francisco Paulo Figueiredo Morais Antunes

José Afonso Oom Ferreira de Sousa

Benito Vázquez Blanco

Rita Wrem Viana Branquinho Lobo Carvalho Rosado

1. 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 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 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.

1C. 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 2S-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.

1. 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.

   On 31 December 2025, the Board of Directors had nine full members, as shown in the following table:

   Director Inauguration date End of term of office

Luís Paulo Cardoso Salvado 18-03-1998 31-12-2026

Pedro Miguel Ǫuinteiro Marques

de Carvalho

24-01-1991

31-12-2026

Benito Vázquez Blanco 24-05-2022 31-12-2026

Madalena Paz Ferreira Perestrelo

de Oliveira

25-05-2021

31-12-2026

Rita Wrem Viana Branquinho Lobo Carvalho Rosado

25-05-2021 31-12-2026

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

1. 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.

Pedro Miguel Ǫuinteiro Marques

de Carvalho

Non-executive

No

Benito Vázquez Blanco Non-executive No

Madalena Paz Ferreira Perestrelo

de 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

1S. 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.

Luís Paulo Cardoso Salvado

• MBA in Information Management from Universidade Católica Portuguesa

• Graduate in Electrotechnical and Computer Engineering at Instituto Superior Técnico (IST - Higher Technical Institute)

• Chairperson of the Board of Directors and Managing Director of Novabase -S.G.P.S., S.A.

  Formerly:

• CFO, CHRO and CLO of the Novabase Group

• CEO of Novabase Consulting, S.A.

• Member of the Board of Directors Performance Assessment Committee and the Corporate Governance Assessment Committee

• Director of various Novabase Group companies

  Álvaro José da Silva Ferreira

  • Mergers and Acquisitions Program -Harvard Business School

  • Private Equity and Venture Capital Program - Harvard Business School Executive 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 Group companies

  Francisco Paulo Figueiredo Morais Antunes

  • Master's in Finance from ISCTE

  • Graduate in Company Organization and Management from ISCTE (Lisbon University Institute)

  • Director of Novabase - S.G.P.S., S.A. with special responsibilities

    Formerly:

  • Novabase Group CFO

  • Director of various Novabase Group companies

    • Director of Novabase - S.G.P.S., S.A.

      with special responsibilities

    • Head of Investor Relations Novabase -S.G.P.S., S.A.

    •

    •

    •

    MBA - INSEAD

    Academic cycle of PhD in the Environment and Alternative Energies - UNED

    Higher Degree in Electronic Engineering

    - Universidad Pontificia de Comillas

    Formerly:

    •

    •

    María del Carmen Gil Marín

    •

    (I.C.A.I.)

    e executive training, including:

    •

    Extensiv

    Stanford University (Cyber Security), UCLA Anderson School of Management (Santander-UCLA W50), Nova School of Business C Economics (Boards Governance) and Harvard Business School (Leadership)

    •

    Executive Director of Novabase -

    S.G.P.S., S.A. (COO Value Portfolio, CIO and CISO)

    Director of various Novabase Group companies

    Chairperson of the Board of Directors of Novabase Capital, S.C.R., S.A. Member of the Audit Board of Associação de Emitentes de Mercado (A.E.M.)

    • Member of Audit Board of Investor Relations Forum

    • Strategic Marketing Professor at Universidad Pontificia de Comillas

    • Strategic consultant at The Boston Consulting Group

    • Corporate Finance - Investment Banker at Lehman Brothers

    Director Professional Ǫualifications Other background information1

José Afonso Oom Ferreira de Sousa

• • Graduate in Philosophy from Universidade Católica de Lisboa

  • MBA from Universidade Nova de Lisboa

  • Master's in Electrotechnical Engineering from IST

  • Graduate in Electrotechnical Engineering from IST

• Non-executive Director of Novabase -S.G.P.S., S.A.

  Formerly::

• Director without delegated areas

• Member of the Board of Directors Performance Assessment Committee

• Member of the Corporate Governance Assessment Committee

• CLO and CFO of the Novabase Group

• Director of various Novabase Group companies

  • Non-executive Director of Novabase -

  S.G.P.S., S.A.

  Pedro Miguel Ǫuinteiro Marques

  de Carvalho

  Formerly:

  • Director without delegated areas

  • Graduate in Applied Mathematics from • Member of the Board of Directors

  Universidade de Lisboa

  Performance Assessment Committee

  • Director responsible for the

    administrative and logistics area

  • Novabase Group CIO

  • Director of various Novabase Group companies

  Benito Vázquez Blanco

  • Master's in Telecommunications Engineering - Universidad Politécnica de Madrid

  • Non-executive Director of Novabase S.G.P.S., S.A.

    •

    •

    •

    •

    •

    Madalena Paz Ferreira Perestrelo

    de Oliveira

    •

    Doctorate in Law (legal/civil sciences) from the University of Lisbon School of Law

    Completion of academic part of the Master's degree in Legal Sciences at the Faculty of Lisbon

    Attendance at the 17th Postgraduate Course in Securities Law, organized by the Securities Institute (Instituto dos Valores Mobiliários)

    Graduate in Law from the University of Lisbon School of Law

    •

    •

    •

    •

    Non-executive Director of Novabase -

    S.G.P.S., S.A.

    Assistant Professor at the University of Lisbon School of Law

    Consultant in the areas of banking, finance and corporate, MCA at PLMJ, Sociedade de Advogados, RL Researcher at the Private Law Research Centre (CIDP) of the University of Lisbon School of Law

    Member of the Governance Lab, a legal research group dedicated to organizational governance;

    Sub-director of the Financial Law and Capital Markets Journal

    Formerly:

    • Secretary of the General Meeting of Shareholders of Novabase - S.G.P.S., S.A.

    • Assistant at the Católica Lisbon School of Business and Economics

    Rita Wrem Viana Branquinho Lobo Carvalho Rosado

  • Executive training: Advanced Program for Non-executive Directors (IPCG)

  • Graduate in Law from Universidade Católica de Lisboa

  • Non-executive Director of Novabase -S.G.P.S., S.A.

  • Secretary of the General Meeting of Shareholders of various Novabase Group companies

  • Legal management of the Novabase Group

    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).

    1. 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.

    2. 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 C UX

• Insights through data

• Native C scalable cloud

• Digital architecture

• Exposure to APIs

• AI / Analytics

• Automation of Tests C 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. 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.

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.

58,6%

CelFocus S.A.

1,6%

3,7%

3,7%

0,1%

Next-Gen

Aixtel Technologies S.A.

H3% D5%

14,7%

26,7%

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.

1 Novabase - Sociedade Gestora de Participações Sociais, S.A.

2 Celfocus, 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 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 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:

1. 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;

2. Take out loans and carry out any other financing operations in Novabase's interest, under such terms and conditions that it deems fit;

3. Appoint representatives of Novabase;

4. elegate powers to its members, pursuant to the articles of association;

5. Hire employees, set their conditions of employment and exercise disciplinary power;

6. 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;

7. 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;

8. Decide on investments in the capital of other companies or on participating in other businesses;

9. Discuss and approve Novabase's strategic plan and risk policy, including the definition of risk levels considered acceptable;

10. 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:

1. Selection of the Chairperson of the Board of Directors;

2. Co-option of directors;

3. Requests to call the General Meeting of Shareholders;

4. Drawing up of annual reports and accounts;

5. Provision of collateral, personal guarantees and security in rem by Novabase;

6. Change of registered office and capital increases;

7. Deliberate projects to merge, divide and transform Novabase;

8. Approval of strategy;

9. 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:

1. Carry out the annual business plans and corresponding budgets after their approval by Novabase's Board of Directors;

2. 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;

3. 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 RCD (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;

4. 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;

5. 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;

6. Notwithstanding legal provisions and formalities, buy and sell treasury shares within the framework and limits of the decision of the General Meeting of Shareholders;

7. Open, transact and close bank accounts;

8. 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;

9. 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;

10. Acquire, sell and/or encumber Novabase's assets, individually up to €1 (one) million, or cumulatively up to €5 (five) million per financial year;

11. 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;

12. 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;

13. 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;

14. Perform standard activities involving powers as an employer, including but not limited to disciplinary authority and the application of legally admissible employee penalties;

15. 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;

16. 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);

17. 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;

18. 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;

19. 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 day-to-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. 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;

   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;

   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.

2. 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:

   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. 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;

   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;

   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;

   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;

   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;

   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;

   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;

   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;

   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;

   11. Negotiating the services and fees of the contracts of bank accounts;

   12. Representing the company, as appropriate, before the Tax and Customs Authority ("Tax Authority") and respective associated entities;

   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;

   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;

   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;

   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;

   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;

   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;

   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

   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.

3. 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:

   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;

   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. 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

   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:

1. 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;

2. 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;

3. 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;

4. 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.

1. 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.

   1. 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

   2. 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 Ǫuinteiro 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

   3. 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 Ǫuinteiro 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.

   4. 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.

   2C. 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

   (a

   vailability)

   Group companies

   Other companies and activities

   Luís Paulo Cardoso Salvado (Full time)

   • Director of the following companies:

     • Chairperson of the Board of Directors of Celfocus, S.A.

     • Chairperson of the Board of Directors of Novabase Consulting, S.G.P.S., S.A.

     • Chairperson of the Board of Directors of Novabase Capital -SCR, S.A.

     • Chairperson of the Board of Directors of Novabase Business Solutions, S.A.

     • Chairperson of the Board of Directors of Novabase Enterprise Applications, S.A.

     • Member of the Board of Directors of Novabase 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 of Celfocus, S.A.

       • Chairperson of the Board of Directors of NBASIT, S.A.

       • Chairperson of the Board of Directors of Novabase IMS2, S.A.

       • Chairperson of the Board of Directors of Equipa Frutuosa, S.A.

       • Chairperson of the Board of Directors 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 Pragmatic Proton, Unipessoal, Lda.

     Francisco Paulo Figueiredo Morais Antunes

     (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

     •

     • Chairperson of the General Meeting of Shareholders of the following Novabase Group companies:

     •

     María del Carmen Gil Marín

     (Part time)

     • GLOBALEDA - Telecomunicações e Sistemas de Informação, S.A.

     • Director of the following companies: •

       • Novabase S.G.P.S., S.A.

       • Celfocus, S.A.

     Independent non-executive director of

     the postal service (CTT) and member of the Auditing Committee

     Independent non-executive director of Caixa Geral de Depósitos and member of the Auditing Committee and of

     the Evaluation, Appointments and Remuneration Committee Independent non-executive director of Santalucia and member of the Appointments and Remuneration Committee and the Auditing, Risk and Sustainability Committee

     Director

     (a

     vailability)

     Group companies

     Other companies and activities

     José Afonso Oom Ferreira de Sousa (Part time)

   • Chairperson of the General Meeting of Shareholders of the following companies:

     • Novabase IMS2, S.A.

   • Director of HNB - S.G.P.S., S.A.

   • Director of Fundação Maria Dias Ferreira

   • Director of PROMANUSS -Investimentos e Consultadoria, S.A.

   • Director of Xistroban, S.A.

   • Chairperson of the Audit Board of Clube Olímpico de Oeiras.

   • Director of JHR - SGPS, Lda.

     • Chairperson of the General Meeting of Shareholders of the following companies:

     Pedro Miguel Ǫuinteiro Marques

     de Carvalho (Part time)

     • 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 outside

     the Group.

     Benito Vázquez Blanco (Part time)

   • No activities at other NOVABASE Group companies

   • Co-CEO of BKOOL (software simulation platform for indoor cycling and spinning)

   • Independent director of the following Boards of Directors:

     • Mapfre Iberia

     • Mapfre Vida

     • Mapfre Internacional

     • Luckia Gaming Group

   • Member of the following Advisory Committees:

   • Mapfre CATIT (Advisory Committee for Transformation, Innovation and Technology)

   • Jones Lang Lasalle (JLL) España S.A.

   • SCL

   • Escuela Técnica Superior Ingenieros de Telecomunicación (Universidad Politécnica de Madrid)

   • Information Processing and Telecommunications Centre (Universidad Politécnica de Madrid)

   • ICAI (Universidad Pontificia de Comillas)

     Madalena Paz Ferreira Perestrelo de Oliveira

     (Part time)

   • No activities at other NOVABASE Group companies

   • Assistant Professor at the University of Lisbon School of Law

   • Consultant in the areas of banking, finance and corporate, MCA at PLMJ, Sociedade de Advogados, RL

   • Researcher at the Private Law Research Centre (CIDP) of the University of Lisbon School of Law

     Director

     (a

     vailability)

     Group companies

     Other companies and activities

     Rita Wrem Viana Branquinho Lobo Carvalho Rosado

     (Part time)

   • Secretary of the General Meeting of Shareholders of the Novabase Group companies:

     • 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 companies outside the Group.

2. Committees within the managing or supervisory board and managing directors

1. 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.

2. 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

2S. 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.

1. Composition

   1. 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.

   2. 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.

      The Audit Board had the following composition on 31 December 2025:

      Full Member	Inauguration date	End of term of office
      Álvaro José Barrigas do Nascimento	10-05-2018	31-12-2026

      Fátima do Rosário Piteira Patinha

      Farinha

      29-04-2015

      31-12-2026

      João Luís Correia Duque 25-05-2021 31-12-2026

   3. 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. 1S).

      Full Member of the Audit Board Independent1

Álvaro José Barrigas do Nascimento 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.

1. 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).

Work experience

Professional Ǫualifications

Full Member

Álvaro José Barrigas do Nascimento

• PhD in Banking and Finance Cass Business School, City University | London, United Kingdom

• Master of Science in International Trade and Finance

• The Management School, Lancaster University | Lancaster, United Kingdom

• Graduate in Economics, Porto School of Economics | Porto, Portugal

• Graduate in Company Organization and Management from Instituto Superior de Economia e Gestão

• Registered in the Portuguese Statutory Auditors' Association

  • Full Professor/ Dean of Fernando Pessoa University (since 2023)

  • Associate Professor in Economics and Finance - Católica Porto Business School - Universidade Católica Portuguesa (1991-2022)

  • Independent NORS director (since 2020)

  • Chairperson of the Audit and Finance Committee of Sonae MC (2018-2020)

  • Member of the Audit Board of Unicer

  • Manager of the Business Administrator Forum (FAE) (since 2019)

  • Chairperson of the Advisory Committee of ERSAR (2019-2023)

  • Manager of the Católica Porto Business School (2008-2013)

  • Chairperson of the Board of Directors of CGD (2011-2013)

  • Member of management, Católica Luanda Business School (since 2020)

  • Chairperson of the Audit Board of Banco Carregosa (2017-2018)

  • Independent director of Euronext (2016-2018)

  • Manager of the Portuguese Corporate Governance 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 Ǫualifications	Work experience
    Fátima do Rosário Piteira Patinha Farinha

    • Graduate in Company Organization and Management from ISEG -Lisbon School of Economics and Management

    • Registered in the Portuguese Statutory Auditors' Association

    • Business Controller Head at JAPRAC

    • Manager of Third-Party Unit of JAP Group (2020-2023)

    • Financial Director of Grupo Entreposto automobile retail (2010-2020)

    • Assistant Financial Director of Entreposto Group (2002-2010);

    • Financial Director of Novabase Capital S.C.R., S.A. (2000- 2002);

    • Financial Director of Novabase Sistemas de Informação e Bases de Dados S.A. (1991- 2000).

    João Luís Correia Duque

  • Doctorate in Business Administration from the University of Manchester

  • Graduate in Company Organization and Management from University of Lisbon

  • Chairperson of the ISEG - Lisbon School of Economics and Management

  • Chairperson of the Board of Directors of 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 of the Portuguese Financial Analysts Foundation (APAF)

  • Chairperson of the Board of Directors of Novabase Capital S.C.R., S.A.

  • Member the Audit Board of Sagres - Sociedade de Titularização de Créditos, S.A.

  • Member the Audit Board of FGP -Federação de Ginástica de Portugal

  • Member of the Advisory Committee of IGCP

  • Chairperson of the Scientific Board of APOTEC - Associação dos Técnicos Oficiais de Contabilidade

  • Director of the Studies Office of the Portuguese Securities Market Commission (CMVM)

  • Consultant of CMC - Angola Capital Markets Commission

  • Member of the Advisory Committee of BCSD Portugal - Business Council for Sustainable Development

  • Member of the General and Supervisory Board of Caixa Central de Crédito Agrícola Mútuo

  • Member of the PSI Steering Committee of Euronext Lisbon, S.A.

1. 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:

1. Propose, at the General Meeting of Shareholders, the appointment of the Statutory Auditor ("ROC") or Statutory Auditing Firm ("SROC"), pursuant to the law;

2. Monitor the independence of the ROC/SROC, particularly with regard to the provision of additional services to Novabase or to companies in its group;

3. Oversee the review of accounts and other company accounting documents;

4. Prepare an annual report on its oversight activities, and issue an opinion on the Annual Report and Accounts and proposals submitted by management;

5. Monitor the efficacy of the risk management system, internal control system and internal auditing system;

6. Monitor the preparation and disclosure of financial information;

7. Annually assess the Board of Directors' and Executive Committee's compliance with the budget;

8. 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;

9. 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;

10. Issue a prior opinion on business deals with related parties submitted by the managing board;

11. 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:

1. 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

2. 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:

1. 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;

2. 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:

1. 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:

   1. 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;

   2. 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;

   3. 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.

2. 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;

3. Verifying, monitoring and overseeing the independence of Novabase's ROC/SROC, namely by means of the following:

   1. 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");

   2. 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;

   3. 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;

   4. 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;

   5. Implementing any other measures needed to ensure the independence of the ROC/SROC, pursuant to the law.

4. Establishing adequate communication channels between Novabase (and specifically the Audit Board) and the ROC, namely by:

   1. Holding meetings if and when necessary between the ROC/SROC and Novabase's Audit Board and/or Board of Directors;

   2. Serving as Novabase's main spokesperson with the ROC/SROC.