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Novabase - SGPS, SA informs on: proposal of item 3 of the agenda of the General Meeting of Shareholders to be held on the 22nd of May of 2026

· Issued by Novabase Sgps SA
ANNUAL GENERAL MEETING OF SHAREHOLDERS 22 May 2026 NOVABASE - Sociedade Gestora de Participações Sociais, S.A.

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

PROPOSAL OF THE BOARD OF DIRECTORS

ITEM THREE ON THE AGENDA:

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 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.

Whereas:

  1. Pursuant to the provisions of article 91 of the Portuguese Companies Code, a company may increase its share capital by incorporating reserves available for this purpose;

  2. As results from the balance sheet approved under item one of the agenda, the Company had, on 31 December 2025, a share premium reserve in the amount of approximately €51,823,063.83 (fifty-one million, eight hundred and twenty-three thousand, sixty-three euros and eighty-three cents);

  3. Pursuant to article 295 of the Portuguese Companies Code, any reserves created by premiums obtained from share issuance, bonds granting the right to subscribe shares, or bonds convertible into shares, in exchange for shares, and contributions in kind, are subject to the legal reserve regime;

  4. In turn, under the terms of article 296 of the Portuguese Companies Code, the legal reserve may only be used to cover the portion of the losses reported on the balance sheet for the financial year that cannot be covered by using other reserves, to cover the portion of the losses carried forward from the previous financial year that cannot be covered by the profit of the financial year nor by using other reserves, or for incorporation in the share capital;

  5. In light of such an high reserves amount evidenced on the balance sheet, it is understood that a portion of the amount of the share premium reserve evidenced on the balance sheet as at 31 December 2025 should be incorporated in the share capital of the Company, through an increase of the share capital by incorporation of reserves, thereby giving to the share premium reserve one of the uses set out in the law;

    It is proposed to resolve as follows:
    1. To increase the share capital of the company in €51,481,423.82 (fifty-one million, four hundred and eighty-one thousand, four hundred and twenty-three euros and eighty-two cents), increasing the 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), and such increase to be carried out through the capitalization of share premium reserves, in the following terms:

      • Modality of capital increase: by incorporation of share premium reserves;

      • Total amount of the capital increase: €51,481,423.82 (fifty-one million, four hundred and eighty-one thousand, four hundred and twenty-three euros and eighty-two cents);

      • Nominal value of all shares: increase in 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 increasing to € 1.37 (one euro and thirty-seven cents);

      • Reserves that will be incorporated into the capital: a part of the share premium reserve in 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), as recorded in the balance sheet reported on 31 December 2025 and approved under item one of the agenda;

      • Participants in the capital increase: all shareholders of the Company, including the shares held by the Company or its dependent companies.

    2. As a result of the proposed capital increase, paragraph 1 of article 4 of the Articles of Association be amended to read as follows:

"ARTICLE 4

  1. The share capital, fully subscribed and paid up, amounts to €52,633,993.01 (fifty-two million, six hundred and thirty-three thousand, nine hundred and ninety-three euros and one cent), and is represented by thirty-eight million, four hundred and eighteen thousand, nine hundred and seventy-three shares, each with a nominal value of €1.37.

  2. (…)

  3. (…).

  4. (…).

  5. (…)."

Lisbon, 29 April 2026

THE BOARD OF DIRECTORS

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