Company issuing shares admitted to trading on a regulated market Registered office: Av. D. João II, no. 34, Parque das Nações, Lisbon Share capital: Euros 1,152,569.19
Registration number at the Commercial Registry Office of Lisbon and corporation number 502.280.182
In accordance with the law and the Articles of Association, the Shareholders of NOVABASE - Sociedade Gestora de Participações Sociais, S.A. are hereby called to hold a General Meeting of Shareholders, at 3:00 p.m. on 22 May 2026, solely through telematic means, with the following Agenda:
Item One: To resolve on the Management Report (which includes as attachment the Corporate Governance Report and the Report of the Board of Directors on remunerations) and Accounts for the 2025 financial year;
Item Two: To resolve on the proposal for the allocation of results;
Item Three: To resolve on the increase of the Company's share capital from
€1,152,569.19 (one million, one hundred and fifty-two thousand, five hundred and sixty-nine euros and nineteen cents), to €52,633,993.01 (fifty-two million, six hundred and thirty-three thousand, nine hundred and ninety-three euros and one cent) by incorporation of the amount of €51,481,423.82 (fifty-one million, four hundred and eighty-one thousand, four hundred and twenty-three euros and eighty-two cents) of the share premium reserve, through an increase of the nominal value of all shares representing the share capital in the amount of €1.34 (one euro and thirty-four cents), with the nominal value of each share becoming €1.37 (one euro and thirty-seven cents), with the consequent amendment of paragraph 1 of article 4 of the Articles of Association.
Item Four: To resolve on the reduction of the Company's share capital from
€52,633,993.01 (fifty-two million, six hundred and thirty-three thousand, nine hundred and ninety-three euros and one cent) to
€37,266,403.81 (thirty-seven million, two hundred and sixty-six thousand, four hundred and three euros and eighty-one cents), for the purpose of releasing excess capital, to be carried out by reducing the nominal value of all shares representing the share capital from
€1.37 (one euro and thirty-seven cents) to €0.97 (ninety-seven cents), with the consequent amendment to paragraph 1 of article 4 of the Articles of Association.
Item Five: To carry out a general appraisal of the Management and Supervisory bodies of the Company;
Item Six: To resolve on the acquisition and disposal of own shares;
Item Seven: To resolve on the amendment of the Share Option Plan Regulations currently in force.
Preliminary note
As mentioned above, the Annual General Meeting will be held exclusively by telematic means, as described in this Convening Notice and in the other information that will be made available to the Shareholders concerning the procedures for participation in the General Meeting, considering the following:
Without prejudice to the fact that the situations that have forced the adoption in the past of certain preventive measures, namely aimed at avoiding face-to-face contacts and meetings involving a large number of people in closed spaces, are now fully under control, it is considered prudent and in line with the most common new practices, especially in cases where the adoption of alternative means does not compromise the interests of the participants or the company in question, that alternative solutions to face-to-face meetings continue to be found;
The provisions of paragraph b), number 6 of article 377 of the Portuguese Commercial Companies Code (Código das Sociedades Comerciais), which allows, except otherwise provided in the Articles of Association, general meetings to be held through telematic means, provided that the authenticity of the statements, the security of the communications and the record of its contents and of its participants are ensured, combined with the absence of the prohibition on this form of meeting in Novabase's Articles of Association;
The protection duties of its Shareholders, employees and other participants in the General Meeting that are incumbent on Novabase; and
The success of the General Meetings previously held exclusively through telematic means both at Novabase and at other companies issuing shares admitted to trading on a regulated market, namely with regard to shareholder participation and the exercise of the respective rights.
Participation and Exercise of the voting rights
For the applicable purposes, numbers 1, 3, 4 and 7 of Article 23-C of the Portuguese Securities Code (Código dos Valores Mobiliários) are transcribed below:
"1 - In companies issuing shares admitted to trading on a regulated market, only who, on the record date, which shall be 0 a.m. (GMT) on the 5th trading day prior to the day of the general meeting, holds shares granting at least one vote pursuant to the law and the articles of association, shall have the right to take part in the general meeting and discuss and vote matters therein.
[…]
3 - Anyone intending to take part in the general meeting of a company issuing shares admitted to trading on a regulated market shall declare it, in writing, to the chairman of the board of the general meeting and to the financial intermediary with whom the individual securities account is open, no later than the day before the day referred to in paragraph 1. The email may be used for this purpose.
4 - The financial intermediary who, under the terms of the preceding number, is informed of his client's intention to take part in a general meeting of the company issuing shares admitted to trading on a regulated market, sends to the respective chairman of the board of the general meeting, until the end of the day referred to in number 1, the information concerning the number of shares registered in the name of his client, with reference to the record date. The email may be used for this purpose.
[…]
7 - Anyone having declared under the terms of number 3 the intention to take part in the general meeting, who transfers its shares between the record date referred to in number 1 and the end of the general meeting shall immediately give notice thereof to the chairman of the board of the general meeting and to the Portuguese Securities Commission".
Numbers 1 to 6 of Article 9 of the Company's Articles of Association are also hereby
transcribed as follows:
"1. Only shareholders with the right to vote can be present at the General Meeting.
Shareholders who intend to take part in the General Meeting must have shares, granting at least one vote as provided for by the law and the Articles of Association, registered in a securities account opened in the shareholder's name with a financial intermediary, at 0:00 a.m. (GMT) on the 5th trading day prior to the General Meeting.
The exercise of the rights mentioned in the preceding number shall not be affected by the transfer of shares at a moment subsequent to the relevant moment referred to in the preceding number, nor depends on blocking the same between such moment and the date of the General Meeting.
The notices of General Meetings shall describe how each shareholder shall provide evidence of the rights to take part in the General Meeting and discuss and vote matters therein, notably informing how the necessary information should be sent and the applicable deadlines.
Each share corresponds to one vote.
In case of shares held by more than one person, only the shareholders' representative or a representative of the latter shall be able to take part in the General Meetings".
Since the Annual General Meeting is held exclusively by telematic means, considering the aspects indicated in point I. above, the following shareholder participation procedures will, in general terms, be adopted:
Shareholders intending to participate in the Annual General Meeting must follow the procedures under the terms indicated in this point and exercise their voting rights exclusively by electronic correspondence or electronic means, prior to the date of the General Meeting, under the terms indicated in the following points;
Once qualified to participate in the Annual General Meeting under the terms set out in this section, and after exercising their voting rights under the terms of this Notice, the Shareholders or their representatives shall have access to the virtual platform through which the General Meeting will be held, with the right to participate in the General Meeting under the terms set out in this Notice and, if they wish, to change their vote previously issued, during the course of the General Meeting, under the terms of this Notice and in the other information that will be transmitted to the Shareholders in relation to the procedures for participation in the General Meeting;
It is clarified that participation in the Annual General Meeting and any potential change to the vote previously cast will only be permitted to Shareholders who have exercised their right to vote by correspondence or by electronic means prior to the date of the General Meeting, under the terms indicated in points VI. and
below.
Therefore, for the General Meeting that is hereby convened, the record date corresponds to 0:00 a.m. (GMT) on 15 May 2026. Only Shareholders with voting rights on the record date have the right to take part and vote in the General Meeting. Only Shareholders in respect of whom the Chairman of the General Meeting has received, until 11:59 p.m. (GMT) on 15 May 2026, from the financial intermediary(ies) with whom the individual securities account(s) is(are) open, the information concerning the number of shares registered in the name of the Shareholder, with reference to the record date, using exclusively the e-mail address ag2026@novabase.com and the form available, as of the publication of the present Notice, at the registered office and institutional website of Novabase (www.novabase.com).Shareholders who, in a professional capacity, hold shares in their own name but on behalf of their clients may vote in different directions with their shares, provided that, in addition to the elements referred to above, they submit to the Chairman of the board of the General Meeting, until 11:59 p.m. (GMT) on 15 May 2026, using sufficient
and proportional means of proof: (i) the identification of each client and the number of shares voting on his behalf and (ii) the voting instructions, given by each client specifically for each item on the agenda. Professional Shareholders must also ensure that they have voting instructions from each client for the exercise of the vote under the terms referred to in this Notice.
Right to Information in the General Meeting
In order to ensure the regular functioning of the Annual General Meeting and to expedite the proceedings, from the date of publication of this Notice, any Shareholder may request, exclusively to the e-mail address ag2026@novabase.com, that true, complete and elucidative information be provided to allow such Shareholders to form an informed opinion on the matters subject to deliberation. The information requested under these terms will be provided by the Company's corporate body that is qualified to do so, through explanations/clarifications provided by Novabase to the Shareholders by the same means (i.e. email), and the Shareholders are encouraged to request the provision of this information sufficiently in advance in relation to the date of the General Meeting, so that those explanations/clarifications may be provided by this means before said date.
The information required by the Shareholders, as well as explanations/clarifications provided by Novabase, within the terms aforementioned, will be disclosed to all the Shareholders that are qualified and have the right to participate at the Annual General Meeting, in the terms mentioned in point VIII. below, as such information will be sent to the e-mail address that has been previously indicated by the Shareholders or representatives within the terms foreseen in points VI. and VII.
Without prejudice, any Shareholder may, during the course of the General Meeting, request that information is provided in the terms referred to above. For the reasons mentioned above, such requests for clarification made during the General Meeting will be accepted by the Chairman of the Board of the General Meeting only to the extent that they result from interventions or other facts that occur during the course of the General Meeting and that could not have been anticipated in advance by the Shareholders.
In any of the aforementioned cases, disclosure of the information requested by the Shareholders may be refused if it may cause serious damage to the Company, or to a related company, or violation of secrecy as imposed by law.
Inclusion of Items on the Agenda and Presentation of Proposals for
Resolution
The Shareholder or Shareholders who hold shares corresponding to, at least, 2% of the
Company's share capital may request the insertion of items on the agenda, through
written communication addressed to the Chairman of the board of the General Meeting of Shareholders, to the email address ag2026@novabase.com.
Such communication shall be delivered within 5 days as from the date of the last publication of this Notice and shall be accompanied by a proposal of resolution for each item which inclusion is requested.
The Shareholder or Shareholders who hold shares corresponding to, at least, 2% of the Company's share capital may request the insertion of proposals for resolution regarding the items on the agenda referred to above or added thereto.
For this purpose, a written communication addressed to the Chairman of the board of the General Meeting, exclusively to the e-mail address ag2026@novabase.com, shall be submitted within 5 days as from the date of the last publication of this Notice, accompanied by any information that shall be submitted together with the proposal.
Shareholders' Representation
Shareholders may be represented at the General Meetings under the legal terms.
The representation of a Shareholder may be made by means of a signed written document addressed by the Shareholder to the Chairman of the Board of the General Meeting, exclusively to the email address ag2026@novabase.com, at least three days prior to the date designated for the General Meeting, and letters from shareholders who are legal persons informing the name of the person who will be representing them must be received by that same date.
Proxy forms will be made available to the Shareholders, in due time, at Novabase's
institutional website (https://www.novabase.com).
Only the votes of the represented Shareholders for whom the information from the financial intermediary with whom an individualised securities account is opened has been received under the terms described above will be taken into account.
Vote by electronic correspondence
Shareholders with voting rights under the terms referred to above may, in accordance with Article 22 of the Portuguese Securities Code (Código dos Valores Mobiliários), exercise the same by electronic correspondence, through a signed declaration unequivocally stating their vote in respect of each item on the agenda of the General Meeting.
For such purpose, the Shareholders must indicate their intention of voting through electronic correspondence, by means of a communication prepared in accordance with the template made available on Novabase's institutional website
(www.novabase.com), addressed to the Chairman of the General Meeting, exclusively to the electronic address ag2026@novabase.com, which must be sent until 11:59 p.m. (GMT) of 14 May 2026. In this communication, the Shareholders must indicate the email address to which the instructions for participation in the General Meeting indicated below should be sent, as well as the authentication data for accessing the platform through which the General Meeting will be held. The model of vote by correspondence and the referred instructions will also be made available on Novabase's institutional website (www.novabase.com) in due time.
Both the communication of the intention of voting by electronic correspondence referred to above and the declaration of vote must be accompanied by a legible copy of the Shareholder's identification document (Identity Card or Citizen Card). In the case of a Shareholder who is a legal person, the aforementioned communication and declaration of vote must be signed by the legal representative, with the signature duly certified or, alternatively, accompanied by the identification document of the representative(s) and a legible copy of a document proving that capacity (a code for accessing the online permanent certificate of the legal person with registered office in Portugal that they represent may also be sent).
Declarations of vote, accompanied by the documents referred to in the preceding paragraph, shall be sent to the Chairman of the Board of the General Meeting, exclusively to the email address ag2026@novabase.com, until 1:00 (GMT) p.m. of the business day prior to the date of the General Meeting.
Shareholders'votes by correspondence will only be considered if the information submitted by the financial intermediary with whom an individual securities account was opened has been received under the terms described above.
Vote by electronic means
Shareholders with voting rights may also vote at Novabase's institutional website (https://www.novabase.com), by means registering on such site from 7 May 2026 and until 11:59 p.m. (GMT) of 14 May 2026, and provided that, on the same period of time (i.e. from 7 May 2026 and until 11:59 p.m. (GMT) of 14 May 2026), Novabase has received their communication (prepared in accordance with the template published at Novabase's institutional website) addressed to the Chairman of the Board of the General Meeting of Shareholders, to be sent exclusively to the email address ag2026@novabase.com. In the case of a Shareholder who is a legal person, the communication must be signed by the person representing such legal person, and the signature in that capacity must be recognised or, alternatively, accompanied by the identification document of the representative(s) and a legible copy of a document proving that capacity (a code for accessing the online permanent certificate of the legal person with registered office in Portugal that they represent may also be sent). In the case of natural persons, the communication must contain a simple signature and be accompanied by a copy of the respective Identity Card or Citizen Card.
When registering at the institutional website of Novabase, Shareholders must indicate an e-mail address to which the instructions for participation in the General Meeting indicated below should be sent, as well as the authentication data to access the platform through which the General Meeting will be held.
After sending the aforementioned communication, Novabase will send the authorisation and respective instructions for voting by electronic means, as well as the other information referred to above for participation in the General Meeting, to the email address indicated by the Shareholder at the time of registration.
Electronic voting may take place from 1:00 p.m. (GMT) on 18 May 2026 to 1:00 p.m. (GMT) on 21 May 2026. Additional instructions for electronic voting are available at Novabase's institutional site (https://www.novabase.com).
Only votes cast by electronic means by Shareholders for whom the information from the financial intermediary with whom the individualised securities registration account is opened has been received under the terms described above will be taken into account.
Access to the General Meeting by telematic means and counting of votes
In order to comply with the legal provisions applicable to General Meetings held through telematic means, and in particular to ensure the security and authenticity of the declarations and communications in the context of the Annual General Meeting, the Shareholders are further informed of the following:
The Annual General Meeting will be held through an online platform (which will be indicated by Novabase to the Shareholders in due course), through a videoconferencing system;
Access to said platform and, consequently, to the General Meeting will depend on prior authentication on said platform by the Shareholder or the respective representative, to be made through the password that will be attributed by Novabase to each Shareholder or representative, as applicable. This password, together with the relevant instructions for authentication, access to the platform, participation in the General Meeting and potential change to the vote previously issued, will be sent by Novabase to the e-mail address indicated by the Shareholder or the respective representative as provided in points VI. and
VII. above. The referred instructions will also be available on Novabase's institutional website (https://www.novabase.com).
Shareholders are hereby reminded that the right to participate in the Annual General Meeting and to, if such intention is expressed during the course of the meeting, change the vote previously issued, is only conferred to Shareholders who:
have complied with the procedures set out in point II. above within the time limits indicated, in order to be eligible for participation in the General Meeting;
have expressed their intention to exercise their voting rights by electronic correspondence, by indicating their e-mail address for receipt of the relevant information for participation in the General Meeting, and subsequently exercised such right, all under the terms and deadlines indicated in point VI. above; or, alternatively, have registered on Novabase's institutional website and expressed their intention to exercise their right to vote by electronic means, and subsequently exercised such right, all under the terms and deadlines indicated in point VII. above; and
proceed with the prior authentication on the platform under the terms referred to in paragraph b) above.
In this context, Shareholders who consider relevant the clarifications and discussion occurring at the Annual General Meeting to defining their final vote will in any case have the possibility to issue an abstention vote (or, if they wish, to vote against or in favour) when voting through electronic correspondence or by electronic means and subsequently change their vote in the context of such meeting, if they wish to do so;
The mere participation of the Shareholder or representative in the aforementioned meeting by accessing the platform mentioned does not determine the revocation of the votes cast by correspondence or by electronic means, without prejudice to the right to change the vote previously issued, provided that such change is carried out expressly and unequivocally under the terms set out in the abovementioned instructions;
Votes cast, either by electronic correspondence or by electronic means, shall be considered as negative votes in relation the proposals for resolutions that may be presented following their issuance;
Votes cast, either by electronic correspondence or by electronic means, as referred to above, shall be considered at the time of tallying the votes on each of the items on the agenda under analysis and discussion;
The voting results for each item on the agenda shall be disclosed during the General Meeting under the item to which they refer.
Preparatory information and submission of documentation
On the date of disclosure of this Notice, the proposals to be submitted to the General Meeting by the corporate bodies and other entities with responsibilities in the Company, the reports that are legally required to accompany the same, the
management reports and financial statements, as well as the other elements of preparatory information will be made available to the Shareholders at the Company's registered office, on Novabase's institutional website (www.novabase.com) and on the Information Disclosure System of the Portuguese Securities Commission's (Sistema de Difusão de Informação da Comissão do Mercado de Valores Mobiliários) website (www.cmvm.pt).
In view of the current context referred to above, all documentation inherent to the participation of Shareholders and/or their representatives in the Annual General Meeting shall be sent exclusively by email, and it is the sole responsibility of Shareholders and/or their representatives to ensure the authenticity of the documents sent and the legal security of sending such documents by this means. Shareholders are further informed that the association of qualified digital signature or equivalent means to any documentation sent for the purpose of participation in the Annual General Meeting will be accepted.
Under the applicable legal terms, Novabase may proceed with the registration of all communications and of the respective intervening parties in relation to the General Meeting.
It is further informed that any requests for information, clarification of doubts of any nature related to the Annual General Meeting and any documentation inherent to the participation of Shareholders and/or their representatives in the Annual General Meeting must be sent exclusively to the e-mail address of the Annual General Meeting ag2026@novabase.com.
Data Protection
The personal data that the shareholders or their representatives provide to Novabase when exercising their rights to participate, represent and vote in the General Meeting or that are provided for these purposes by duly authorised financial intermediaries, will be processed by Novabase for the purpose of managing its relationship with the Shareholders in the context of the General Meeting for the fulfilment of its legal obligations, and such data will be kept for the legally established period. Such data is essential for the exercise of the rights indicated above, and refusal to provide personal data prevents the exercise of the abovementioned rights.
The holders of personal data may exercise their rights of access, rectification, erasure, limitation to treatment and opposition, by e-mail: privacy.and.security@novabase.com or by letter sent to the address indicated below. Please indicate in your request your full name and the right that you are exercising. Novabase will ask you for the necessary information in order to verify your identity. In addition, you can lodge complaints to the competent authority (Comissão Nacional de Proteção de Dados -https://www.cnpd.pt/). Your data will not be shared with other entities.
The data controller is NOVABASE - Sociedade Gestora de Participações Sociais, S.A., with registered office at Avenida D. João II, no. 34, Parque das Nações, Lisbon.
Lisbon, 29 April 2026
The Chairwoman of the Board of the General Meeting,
Mrs. Catarina Maria Marante Granadeiro