22 May 2024
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 2024, solely through telematics means, with the following Agenda:
Read the Notice.
Item One: To resolve on the election of the members of the Board of the General Meeting for the three-year period 2024-2026. See Proposal of Shareholders, CV Catarina Granadeiro, CV Diogo Pinto.
Item Two: 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 Individual and Consolidated Accounts for the 2023 financial year. See Proposal of the Board Of Directors, Management Report 2023, Corporate Governance Report, Consolidated Financial Statements.
Item Three: Resolve on the proposal to appropriate the 2023 profits and to distribute profits and free reserves in cash, where the shareholders can alternatively opt for the allotment of shares of the same class to be issued by the Company for this purpose, subject to the approval of the share capital increase under Item Four on the Agenda. See Proposal of the Board Of Directors.
Item Four: On approval of the proposal contained in Item Three on the Agenda, to resolve on a share capital increase - subject to approval of the removal of shareholders' pre-emption rights under Item Five on the Agenda - from the current amount of €795,829.11 to the amount of up to €1,142,186.67, through the issue of up to 11,545,252 new ordinary share certificates, to be subscribed and paid up by shareholders who, pursuant to the proposal for Item Three on the Agenda, opt to receive new shares, through cash contributions corresponding to the allotment of all or part of the relevant cash dividend, and on the delegation of powers to the Board of Directors to implement the proposed share capital increase and to accordingly amend Article 4 of the Company's Articles of Association to reflect the new amount of the Company's share capital, in accordance with the share capital that will actually be subscribed. See Proposal of the Board Of Directors.
Item Five: If the proposals set out in Items Three and Four on the Agenda are approved, resolve on the removal of the shareholders' (legal) pre-emption right to subscribe to the share capital increase resolved under Item Four on the Agenda. See Proposal of the Board Of Directors.
Item Six: To make a general appraisal to the Management and Supervision of the Company. See Proposal of Shareholders..
Item Seven: To decide on the election of the members of the corporate bodies and the Remuneration Committee for the three-year period 2024-2026. See Proposal of Shareholders, CV Luís Paulo Salvado, CV Álvaro Ferreira, CV Francisco Antunes, CV María Gil Marín, CV José A. Sousa, CV Pedro Carvalho , CV Benito Vázquez Blanco,CV Madalena de Oliveira, CV Rita Branquinho Lobo, CV Álvaro Nascimento, CV Fátima Farinha, CV João Duque, CV Manuel Festas, CV Francisco M. Nabo, CV Pedro Rebelo de Sousa, CV João Saldanha
Item Eight: To resolve on the election of the effective and alternate Statutory Auditor for the three-year period 2024-2026. See Proposal of the Supervisory Board, CV Luís Miguel Rosado, CV Rui Martins
Item Nine: To resolve on the acquisition and disposal of own shares. See Proposal of the Board Of Directors.
Item Ten: To resolve on the remuneration of the Remuneration Committee. See Proposal of Shareholders.
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 ag2024@novabase.com, which must be sent until 11:59 p.m. (GMT) of 14 May 2024.
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.
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 electronic e-mail address ag2024@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.
Electronic means
Shareholders with voting rights may also vote at Novabase’s institutional site (www.novabase.com), by means registering on such site from 7 May 2024 and until 11:59 p.m. (GMT) of 14 May 2024, and provided that, on the same period of time (i.e. from 7 May 2024 and until 11:59 p.m. (GMT) of 14 May 2024), 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 electronic e-mail address ag2024@novabase.com.
Electronic voting may take place from 1:00 p.m. (GMT) on 16 May 2024 to 1:00 p.m. (GMT) on 21 May 2024.
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.
The voting period is over.
Read the Resolutions, the Statistics and Information Document Item 4.
Downloads
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
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
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
Under 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
Under the law and the articles of association, the Shareholders of NOVABASE - Sociedade Gestora de Participações Sociais, S.A. are hereby called to hold an Extraordinary General Meeting of Shareholders
Under 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
Under 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
Under 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
Under the law and the articles of association, the Shareholders of NOVABASE - Sociedade Gestora de Participações Sociais, S.A. are hereby called to hold a Extraordinary General Meeting of Shareholders
Under 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
Under 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
Under the law and the articles of association, the Shareholders of NOVABASE - Sociedade Gestora de Participações Sociais, S.A. are hereby called to hold an Extraordinary General Meeting of Shareholders
Under 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
Under 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
Under 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
Under 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
Under the law and the articles of association, the Shareholders of NOVABASE - Sociedade Gestora de Participações Sociais, S.A. are hereby called to hold an Extraordinary General Meeting of Shareholders
Under 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
Under 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
Under 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
