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Annexes to the Management Report

LIST OF SHAREHOLDERS WITH QUALIFYING STAKES AS AT 31 DECEMBER 2020

(Under the terms of section b) of paragraph 1 of article 8 of the Portuguese Securities Market Commission – CMVM – Regulation no. 5/2008, with the identification of the respective allocation of voting rights in accordance with paragraph 1 of article 20 of the Portuguese Securities Code)

The holdings identified below correspond to the last positions notified to the Company with reference to 31 December 2020 or a previous date.

There are no categories of shares with special rights.

Holders

 

No. shares

 

% share capital and voting rights

HNB – S.G.P.S., S.A. (1)

 

9,134,829

 

29.09%

Pedro Miguel Quinteiro Marques de Carvalho

 

2,097,613

 

6.68%

João Nuno da Silva Bento

 

1,366,761

 

4.35%

Luís Paulo Cardoso Salvado (1)

 

1

 

0.00%

Álvaro José da Silva Ferreira (1)

 

1

 

0.00%

José Afonso Oom Ferreira de Sousa (1)

 

1

 

0.00%

Holding under the Shareholders Agreement concerning NOVABASE (2)

 

12,599,206

 

40.12%

Partbleu, Sociedade Gestora de Participações Sociais, S.A. (3)

 

3,180,444

 

10.13%

IBIM2 Limited

 

3,144,217

 

10.01%

Lazard Frères Gestion SAS

 

1,570,870

 

5.00%

Fundo de Investimento Mobiliário Aberto Santander Ações Portugal

 

1,476,905

 

4.70%

Fundo de Investimento Mobiliário Aberto Poupança Ações Santander PPA

 

34,537

 

0.11%

Santander Asset Management – Soc. Gestora de Fundos de Investimento Mobiliário, S.A. (4)

 

1,511,442

 

4.81%

Maria Manuela de Oliveira Marques

 

1,043,924

 

3.32%

Total

 

23,050,103

 

73.40%

(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 executed a shareholder’s agreement concerning the entirety of the share capital of this company.

(2)

The total holding is attributed to José Afonso Oom Ferreira de Sousa, Luís Paulo Cardoso Salvado, Álvaro José da Silva Ferreira, João Nuno da Silva Bento and Pedro Miguel Quinteiro Marques de Carvalho, under the terms of the Shareholders Agreement concerning NOVABASE described in item 6 of the Corporate Governance Report, attached to this Management Report.

(3)

When NOVABASE was notified of this holding, it was informed that this company was indirectly held in 72% by Mr. Miguel Pais do Amaral, and therefore the corresponding voting rights were attributed to him.

(4)

When NOVABASE was notified of this holding, it was informed that the funds identified were managed by Santander Asset Management – Sociedade Gestora de Fundos de Investimento Mobiliário, S.A..

Without prejudice, and already during 2021, NOVABASE received the following communications regarding some of the qualifying holdings mentioned above, as opportunely disclosed to the market:

  • The aforementioned shareholder Maria Manuela de Oliveira Marques informed NOVABASE that, on 13 January 2021, sold 650,924 shares representing 2.07% of NOVABASE’s share capital. Following that transaction no longer holds any stake in the share capital of NOVABASE or voting rights.
  • On the same date, HNB – S.G.P.S., S.A. informed NOVABASE that it had increased its position in the share capital of the company to 31.16% of the respective share capital and corresponding voting rights, following the acquisition of 650,924 shares.
  • On 4 March 2021, NOVABASE received from Santander Asset Management – Sociedade Gestora de Fundo de Investimento Mobiliário, S.A. a communication of reduction of qualified holding, pursuant to which it informed that the Santander Ações Portugal Fund now holds, as from 2 March 2021, 0 (zero) shares (previously held 694,649 shares), corresponding to 0% of the share capital, relative to 0% of the voting rights. Having also informed that, in total, the securities investment funds managed by Santander Asset Management S.G.F.I.M., S.A., hold as from 2 March 2021 7,688 shares (previously held 702,337 shares), corresponding to 0.0245% of share capital, relative to 0.0245% of voting rights, thus reducing their participation to less than 2% of qualified holding.
  • On the same date, NOVABASE received from Santander Asset Management, S.A., S.G.I.I.C., a communication on the increase of qualified holding, pursuant to which it informed that the Santander Small Caps España FI Fund holds, as from 2 March 2021, 694,649 shares, corresponding to 2.2122% of the share capital, relative to 2.2122% of the voting rights of NOVABASE. Having also informed that as from such date, Santander Asset Management, S.A., S.G.I.I.C. will held 694,649 shares corresponding to 2.2122% of the share capital, relating to 2.2122% of the voting rights of NOVABASE.
  • Additionally, on 12 March 2021, NOVABASE received from Walter Rey a communication of qualified holding, pursuant to which is informed that Walter Rey holds in his own name, as from 5 March 2021, 748,000 shares representing 2.382% of NOVABASE’s share capital, relative to 2.382% of the voting rights, following the acquisition on the Euronext Lisbon market of 748,000 shares.

INFORMATION CONCERNING STAKES HELD IN THE COMPANY BY MEMBERS OF THE BOARD OF DIRECTORS AND SUPERVISORY BODIES AS AT 31 DECEMBER 2020

(Under the terms of paragraph 5 of article 447 of the Portuguese Commercial Companies Code)

The shareholding of each of these members of the Corporate Boards corresponds to the last position notified to the Company with reference to 31 December 2020 or a previous date. The functions of each of these Corporate Bodies are described in the CORPORATE BOARDS section of this Report.

Holders

 

No. shares

 

% share capital and voting rights

Pedro Miguel Quinteiro Marques de Carvalho

 

2,097,613

 

6.68%

João Nuno da Silva Bento (1)

 

1,366,761

 

4.35%

Manuel Saldanha Tavares Festas

 

74,986

 

0.24%

Francisco Paulo Figueiredo Morais Antunes

 

30,335

 

0.10%

María del Carmen Gil Marín

 

23,001

 

0.07%

Luís Paulo Cardoso Salvado (2)

 

1

 

0.00%

Álvaro José da Silva Ferreira (2)

 

1

 

0.00%

José Afonso Oom Ferreira de Sousa (2)

 

1

 

0.00%

Paulo Jorge de Barros Pires Trigo (3)

 

0

 

0.00%

Marta Isabel dos Reis da Graça Rodrigues do Nascimento

 

0

 

0.00%

Álvaro José Barrigas do Nascimento

 

0

 

0.00%

Fátima do Rosário Piteira Patinha Farinha

 

0

 

0.00%

Miguel Tiago Perestrelo Ribeiro Ferreira

 

0

 

0.00%

KPMG & Associados – S.R.O.C., represented by Paulo Alexandre Martins Quintas Paixão

 

0

 

0.00%

Maria Cristina Santos Ferreira

 

0

 

0.00%

Total

 

3,592,699

 

11.44%

(1)

João Nuno da Silva Bento is a controlling shareholder of Mediaries – Serviços de Consultoria e Gestão Lda., being his partner – Paulina Cecília Carriço Leite da Cunha Bento – also a controlling associate and manager of the said company. The aforementioned company Mediaries held, on 31 December 2020, 1,366,760 shares representing 4.35% of NOVABASE’s share capital and respective voting rights.

(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., where they hold management positions. HNB – S.G.P.S., S.A. held 9,134,829 shares representing 29.09% of NOVABASE’s share capital and respective voting rights.

(3)

During 2020, the director Paulo Jorge de Barros Pires Trigo exercised the NOVABASE ordinary stock options that he held, resulting such exercise, namely, in the attribution to this director of 91,539 shares representing 0.29% of NOVABASE’s share capital. Without prejudice, the shares corresponding to the options exercised referred to above will be retained by NOVABASE for a period of three years from the respective exercise, and their ownership will only be transferred to the aforementioned director once such period has elapsed and conditioned to the positive performance of the company during the same period.

In addition to those mentioned to in this document (at the management transactions item), no encumbrances or other acquisitions or changes in the ownership of shares representing the Company’s share capital (or of a company in a control or group relationship with the Company) were undertaken by the Members of the Board of Directors and Supervisory Bodies, nor any promissory, option or repurchase agreements, nor other agreements with similar effects on such shares.

No other transactions of the type described above were likewise carried out by any person falling under the scope of paragraphs 2 a) to d) of article 447 of the Portuguese Companies Code.

Finally, it should be clarified that neither the Company nor any company in a control or group relationship with it is an issuer of bonds.

MANAGEMENT TRANSACTIONS

(Under the terms of article 248-B of the Portuguese Securities Code)

During 2020, the following transactions on NOVABASE shares were carried out by the persons falling under the scope of article 447 of the Portuguese Companies Code:

Director / closely associated person

 

Transaction

 

Date

 

Location

 

No. shares

 

Price per share (€)

HNB – S.G.P.S., S.A.

 

Disposal

 

10/28/2020

 

Outside regulated market

 

1,366,760

 

3.230

João Nuno da Silva Bento (1)

 

Acquisition

 

10/28/2020

 

Outside regulated market

 

1,366,760

 

3.230

Paulo Jorge de Barros Trigo (2)

 

Exercise of options over shares

 

10/26/2020

 

Outside regulated market

 

91,539

 

3.321

(1)

Through the company Mediaries – Serviços de Consultoria e Gestão Lda..

(2)

As a result of the exercise of the Company ordinary stock options that he held, under the Stock Option Plan Regulation (“SOP”), disclosed to the market in due course, in accordance with the following modalities: (i) In relation to 50% of the options subject to exercise (200,000 options) through net share settlement (attribution of shares of the company), resulting in the attribution of 91,539 ordinary shares of the Company to the mentioned director, through application of the calculation formula set forth in the SOP; and (ii) In relation to the remaining 50% (corresponding to 200,000 options) through net cash settlement (payment in cash), resulting in the payment to such director of the amount of 304,001.71 EUR, through application of the calculation formula set forth in the SOP.

The shares corresponding to the options exercised referred to above in (i) will be retained by the Company for a period of three years from the respective exercise, and their ownership will only be transferred to the aforementioned director once such period has elapsed and conditioned to the positive performance of the company during the same period, under the terms provided for in the SOP.

OWN SHARES TRANSACTIONS

(Under the terms of section d) of paragraph 5 of article 66 of the Portuguese Commercial Companies Code)

At 31 December 2019, NOVABASE held 376,611 own shares, representing 1.20% of its share capital.

On 14 January 2020, NOVABASE started trading in the context of the own shares buy-back program (“Buy-back Program”), pursuant to the terms and limitations set forth in the Extraordinary General Meeting of Shareholders of NOVABASE, that took place on the 26th of September 2019. During 2020, under this buy-back programme, the company acquired on the market 300,000 own shares at the average net price of 2.97 Euros.

At 31 December 2020, NOVABASE held 676,611 own shares, representing 2.15% of the share capital and voting rights to which the own shares held would correspond.

It is also important to clarify that, on 22 October 2020, NOVABASE concluded the buy-back program, by reaching the maximum number of shares to be acquired, according to the terms and conditions of the same announced to the market on 14 January 2020 – i.e. 300,000 ordinary shares, corresponding to the estimated number of shares required to settle the options currently granted under the SOP in effect.

During 2020, NOVABASE shares always had a nominal value of 1.74 Euros.

Own shares transactions are detailed below:

OWN SHARES TRANSACTIONS (PDF)