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Sonaecom SGPS

Interim / Quarterly Report Aug 29, 2024

1921_ir_2024-08-29_04e060b2-39b3-422c-980b-8f4bcece7d69.pdf

Interim / Quarterly Report

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RESULTS REPORT 1H24

TABLES of contents

I – MANAGEMENT REPORT

Main highlights

Consolidated results

Consolidated Balance Sheet

Consolidated P&L

Consolidated FCF

Portfolio Information

II – FINANCIAL STATEMENTS

Condensed consolidated financial statements

Notes to the condensed consolidated financial statements

MANAGEMENT REPORT 1H24

The consolidated financial information disclosed in this report is based on unaudited financial statements, prepared in accordance with the International Financial Reporting Standards (IAS/IFRS), issued by the International Accounting Standards Board (IASB), as adopted by the European Union.

Main Highlights

Key Performance Indicators

Direct Results reached €50.9m in 1H24 with a significantly higher contribution from NOS compared to 1H23.

Net Income (group share) reached €49.2m in 1H24.

NAV of Bright Pixel's active portfolio stood at €337m.

Capital Structure remains robust with a Net Cash position of €176.9m.

Consolidated Results

Key data

€m 2Q23 2Q24 yoy 1H23 1H24 yoy
Turnover 5.3 5.3 (0.1)% 9.2 9.1 (1.1)%
EBITDA 9.1 26.7 191.4% 15.7 47.4 -
o.w. Equity method(1) 11.7 29.1 149.9% 19.6 52.7 168.7%
Direct Results 11.1 28.6 157.9% 18.9 50.9 169.6%
(2)
Indirect Results
(2.2) (4.9) (123.7)% (4.9) (1.8) 62.7%
Net Income Group Share 9.0 23.7 164.8% 14.2 49.2 -
Net Debt / (Cash) (374.0) (176.9) 52.7% (374.0) (176.9) 52.7%

1) Includes the 50% holding in Unipress, the 50% holding in SIRS and the 37.37% holding in NOS;

(2) Includes equity method, and fair value adjustments related with ZAP, AVP funds and other minority stakes, net of taxes.

Consolidated Turnover reached €5.3m in 2Q24 and €9.1m in 1H24, slightly below 2023, and despite the positive contribution from Media business.

EBITDA reached €47.4m in 1H24 (€26.7m in the 2Q24), significantly above 1H23, driven by the positive evolution from equity method contributions.

Equity method contributions increased from €19.6m to €52.7m in 1H24 (€11.7m to €29.1m in the 2Q24) fuelled by a higher stake in NOS when compared to last year (currently 37.37% versus 26.07% in June 23), its non-recurrent income related with the capital gain of €31m from the sale to Cellnex of a small portfolio of towers concluded in 2Q24, and its non-recurrent income related to a favourable court ruling regarding ANACOM activity fees in 1Q24.

Direct Results increased to €50.9m in 1H24 (€28.6m in 2Q24), from €18.9m in 1H23, driven by the higher EBITDA level.

Indirect Results, were negative by €1.8m in 1H24 (negative by €4.9m in 2Q24), explained by some fair value adjustments on Bright Pixel's portfolio, which were not offset by the positive impact from the exchange rate evolution. The indirect results in 1H23 were also driven by some fair value adjustments but also from negative impacts of exchange rate evolutions.

Net income group share stood at €49.2m (€23.7m in the 2Q24), above the €14.2m presented in 1H23, driven by both direct and indirect results evolution.

The net cash position stood at €176.9m at the end of 1H24, €38.6m above YE23. This performance was driven by (i) the €4.3m cash in from the sale of Reblaze at the end of 2023 and deferred prices (Bright Pixel's portfolio companies); (ii) the €67.4m of dividends received from NOS; (iii) the €21.4m dividend paid; and (iv) the negative operating cash-flow, financial activity and taxes amounting to €11.6m.

Consolidated Balance Sheet

€m 30.06.2023 31.03.2024 30.06.2024
Total Net Assets 1,363.7 1,406.6 1,402.4
Non Current Assets 956.2 1,237.3 1,194.0
Tangible and Intangible Assets and
Rights of Use
7.7 6.1 6.1
Goodwill 1.2 1.2 1.2
Investments 930.7 1,210.6 1,167.5
Deferred Tax Assets 11.3 11.0 10.7
Others 5.4 8.5 8.7
Current Assets 407.5 169.2 208.3
Trade Receivables 3.9 3.3 4.0
Liquidity 380.3 145.5 182.1
Others 23.4 20.4 22.2
Shareholders' Funds 1,301.9 1,350.3 1,351.5
Group Share 1,284.7 1,334.8 1,335.5
Non-Controlling Interests 17.2 15.6 16.0
Total Liabilities 61.9 56.3 50.9
Non Current Liabilities 40.3 40.2 39.4
Provisions 0.5 0.3 0.4
Others 39.7 39.9 39.0
Current Liabilities 21.6 16.1 11.5
Trade Payables 2.1 1.3 1.2
Others 19.5 14.8 10.3
Operating CAPEX(1) 1.0 0.5 0.9
Operating CAPEX as % of Turnover 10.8% 12.2% 10.1%
Total CAPEX 34.5 0.6 2.0
Underlying EBITDA -
Operating CAPEX
(4.7) (3.2) (6.0)
Gross Debt 6.3 5.5 5.2
Net Debt (374.0) (140.0) (176.9)

(1) Operating CAPEX excludes Financial Investments.

Consolidated Income Statement

€m 2Q23 2Q24 yoy 1H23 1H24 yoy
Turnover 5.3 5.3 (0.1)% 9.2 9.1 (1.1)%
EBITDA 9.1 26.7 191.4% 15.7 47.4 -
Underlying EBITDA(1) (2.4) (2.4) (0.9)% (3.7) (5.1) (37.1)
Non recurrent itens (0.2) (0.1) 33.9% (0.2) (0.2) 7.1%%
Equity method(2) 11.7 29.1 149.9% 19.6 52.7 168.7%
Depreciation & Amortization 0.5 0.4 (17.8) 1.1 0.9 (17.2)
EBIT 8.6 26.2 %
-
14.6 46.4 %-
Net Financial Results 2.6 1.8 (29.9) 4.4 3.5 (20.2)
EBT 11.2 28.1 %
149.7%
18.9 49.9 163.7%%
Tax results (0.2) 0.5 - (0.0) 1.0 -
Direct Results 11.1 28.6 157.9% 18.9 50.9 169.6%
(3)
Indirect Results
(2.2) (4.9) (123.7) (4.9) (1.8) 62.7%
Net Income 8.9 23.7 %
166.3%
14.0 49.1 -
Group Share 9.0 23.7 164.8% 14.2 49.2 -
Attributable to Non
Controlling Interests
(0.1) (0.1) 23.9% (0.1) (0.1) 26.5%

(1) Includes the businesses fully consolidated by Sonaecom;

(2) Includes the 50% holding in Unipress, the 50% holding in SIRS and the 37.37% holding in NOS;

(3) Includes equity method and fair value adjustments related with ZAP, AVP funds and other minority stakes, net of taxes.

Consolidated Free Cash Flow

€m 2Q23 2Q24 yoy 1H23 1H24 yoy
Underlying EBITDA
Operating CAPEX
(2.8) (2.8) 0.7% (4.7) (6.0) (27.7)%
Change in WC & Others (0.9) (9.8) - (1.5) (10.3) -
Operating Cash Flow (3.7) (12.6) - (6.2) (16.3) (163.0)%
Investments (16.3) 1.0 - (32.1) 4.3 -
Dividends and other
reserves distribution
43.3 67.4 55.6% 43.3 67.4 55.6%
Financial results 2.5 1.7 (31.6) 4.2 3.2 (23.3)%
Income taxes (0.5) 0.8 %
-
(0.5) 1.5 -
FCF(1) 25.4 58.2 129.7% 8.7 60.0 -

(1) FCF Levered after Financial Expenses but before Capital Flows and Financing related up-front Costs.

NOS

NOS reported its 2Q24 results to the market on July 19th , showing another quarter with a consistent and solid performance mainly fuelled by its core telco business, as the media & entertainment business was impacted by fewer blockbuster movies in the theatres. Further details can be found at the company website.

NOS equity method contribution to Sonaecom's consolidated accounts reached €52.7m in 1H24 (€29.1m in 2Q24), significantly above the €19.6m registered in 1H23, fuelled by the reinforcement in NOS stake, the improvement in its operational performance, the capital gain of €31m from the sale to Cellnex of a small portfolio of towers concluded in 2Q24, and the non-recurrent income related to a favourable court ruling regarding ANACOM activity fees in 1Q24. Moreover, NOS paid, in May, €0.35 per share relating to 2023 results (26% above last year's ordinary dividend), totalling €67.4m cash-in for Sonaecom.

Bright Pixel

Bright Pixel continued to diligently execute its investment strategy and enhancing the value of existing investments, which currently comprise a global portfolio of 43 companies across cybersecurity, retail technologies and infrastructure software.

During 1H24, Bright Pixel prioritised the development of a pipeline of new ventures to expand its portfolio in the coming months, whilst keeping focused on its active portfolio management.

NAV and Cash Invested in the active portfolio stood at €337m and €177m, respectively, reflecting a potential cash-on-cash of 1.9x on the existing portfolio.

Bright Pixel Portfolio information

(Non exhaustive)

CYBERSECURITY

Arctic Wolf, a US based company, is a global pioneer in the SOC-as-a-Service market with cutting-edge managed detection and response (MDR), which provides a unique combination of technology and services for clients to quickly detect and contain threats. Bright Pixel, jointly with US technology investors Lightspeed Venture Partners and Redpoint, entered in the company's cap table in 2017 in a series B round. Since then, the Company closed a \$45m series C round in 2018, a \$60m series D round at the end of 2019, a \$200m series E round in October 2020 funding at a valuation of \$1.3bn and, in 2021, a \$150m, held by existing and new investors, at an underlying valuation of \$4.3bn.

Cybersixgill is a market leader in deep and dark web cyber threat intelligence. The company helps Fortune 500 companies, financial institutions, governments, and law enforcement agencies protect their finances, networks and reputations from cyberthreats that lurk in the deep, dark and surface webs. The advanced cyber threat intelligence platform automates all phases of the intelligence cycle collection, analysis and dissemination of data — providing organizations with unparalleled information and actionable insights to protect their various assets in the ever-evolving cyber threatscape. Bright Pixel co-led its series B \$15m round and participated in its new \$35m round raised in 2022 led by More Provident and Pension Funds and REV Venture Partners.

IriusRisk (previously named Continuum Security) is a Spanish based company with an application security platform to address vulnerabilities early in the development process. In order to realise their international growth plans, the company has raised an investment round of €1.5m, which was led by Swanlaab Venture Factory and joined by JME Venture Capital and Bright Pixel. In September 2020, the company raised a series A round of \$6.7m participated by Paladin, 360 CP, Swanlaab, JME Venture Capital and Bright Pixel. In August 2022, IriusRisk raised a series B round of \$28.7m led by Paladin Capital Group with the participation from existing investors Bright Pixel, Swanlaab Venture Factory, 360 Capital and Inveready.

Jscrambler is a Portuguese startup that develops a security solution to protect Web and Mobile Applications (Javascript code). In 2018, the company raised a \$2.3m in a financing round that was led by Bright Pixel with the co-investment of Portugal Ventures. In 2021, the Company raised €10m in a series A with the participation of Ace Capital Partners.

Probe.ly, having started as an internal project of Bright Pixel, won the Caixa Capital Empreender Award 2017, has stepped from MVP (Minimum Valuable Product) to an independent Web Application Security startup. In June 2022, the company raised a series A round of €7.7m co-led by Iberis Capital and Semapa Next and with the participation of Bright Pixel, TIIN Capital | Dutch Security Tech Fund, Caixa Capital, Portugal Ventures and EDP Ventures.

Deepfence is a leading US-based cloud-native workload protection platform that aims to provide a unified security platform for kubernetes, virtual machines and serverless workloads. Deepfence ensures business continuity in the face of persistent threats by detecting and disrupting sophisticated attacks targeting cloudnative technologies, the "glue" that keeps the current world connected. Deepfence raised \$9.5m in series A financing led by AllegisCyber, with participation from Bright Pixel, and existing investor Chiratae Ventures.

Safebreach, pioneer in the Breach and Attack Simulation (BAS) market, is the world's most widely used continuous security validation platform. The patented platform automatically and safely executes thousands of attack methods to validate network, endpoint, cloud, container and email security controls against its Hacker's Playbook™, the world's largest collection of attack data broken down by methods, tactics and threat actors. SafeBreach raised \$53.5m in series D funding, led by Bright Pixel and Israel Growth Partners (IGP), with additional participation from Sands Capital, Bank Leumi and ServiceNow.

Hackuity, is a risk-based vulnerability management solution that empowers cybersecurity teams and leaders to comprehensively collect, prioritize, and remediate security weaknesses before they can be exploited by their adversaries. Hackuity raised a €12m funding round, led by Bright Pixel with the participation of previous investor Caisse des Dépôts.

PicNic, is the creator of the industry's first automated enterprise-wide human attack surface management platform. Energy Impact Partners and Bright Pixel, with continued participation from existing investors Crosslink Capital and Rally Ventures, led the extension of its series A funding in 1Q23.

Sekoia.io, is the European cybertech company that develops the Sekoia.io XDR (eXtended Detection & Response) platform for real-time detection of cyberattacks. The company has raised €35m, in 2023, in a series A financing round from Banque des Territoires, Bright Pixel and its historical investors Omnes Capital, Seventure and BNP Paribas Développement.

Vicarius is a SaaS platform that consolidates vulnerability discovery, prioritization, and remediation in a single solution. In 2023, the company raised a \$30 million series B led by Bright Pixel and participated by AllegisCyber Capital, AlleyCorp, and Strait.

RETAIL TECH

InovRetail is a retail innovation company that provides data science solutions and digital tools that deliver quantifiable insights and actionable recommendations with direct and sustainable impact on retailer's key metrics. The company's main product is Seeplus, an Order Delivery System designed to maximise efficiency and boost customer satisfaction. It expertly handles orders from inception to delivery, optimising tracking and reducing delays to provide an unparalleled shopping experience.

Ometria is a London based AI powered customer marketing platform with the vision to become the central hub that powers all the communication between retailers and their customers. This investment was done by Bright Pixel in the series A round, alongside several strategic investors (including Summit Action, the US VC fund of the Summit Series) and was reinforced during series B and C rounds.

Visenze is a Singapore-based company that delivers intelligent image recognition solutions that shorten the path to action as consumers search and discover on the visual web. Retailers use ViSenze to convert images into immediate product search opportunities, improving conversion rates. Media companies use ViSenze to turn any image or video into an engagement opportunity, driving incremental revenue. Bright Pixel co-led, with Gobi Partners, a \$20m series C round to enable the artificial intelligence company to further invest in its penetration among smartphone manufacturers, as well as with consumer and social communication applications.

Nextail is a Spanish company that has developed a cloud-based platform that combines artificial intelligence and prescriptive analytics to upgrade retailers' inventory management processes and store operations. The company raised a \$10m series A round led by London and Amsterdam based venture capital firm KEEN Venture Partners LLP ("KEEN"), together with Bright Pixel and existing investor Nauta Capital. The new financing was to be used to accelerate product development and double the size of the team, as it grows internationally.

Sales Layer is a Spanish based company with a cloud-based Product Information Management (PIM) platform, helping brands and retailers to transform their catalogs into a digital, enriched and multichannel control center. Bright Pixel led its series A round and recently participated in its series B round.

Sellforte, based in Helsinki, Finland, is a SaaS platform for Retailers, Brands and Telcos, which uses proprietary data science and AI to measure the effectiveness of online and offline marketing investments.

Citcon, is a US-based leading mobile wallet payment provider with a fintech platform that enables seamless global commerce at scale by connecting the world's businesses with more than 100+ mobile wallets, local and alternative payment methods. Citcon raised \$30m in series C financing led by Norwest Venture Partners and Cota Capital with the participation of Bright Pixel and Sierra Venture.

Experify, is the first platform to enable a truly authentic product review experience by connecting prospective buyers with purchasers. Experify raised \$4m seed round, led by Vertex Ventures US, with the participation of Bright Pixel and the Berkeley SkyDeck Fund.

Afresh, is a US-based leading AI-powered fresh food technology provider. Afresh's AI-powered solutions optimize critical functions in fresh food, including ordering, inventory, merchandising, and operations. Afresh significantly reduces food waste, improves its partners' profitability, and makes fresher, healthier food more accessible to all. Afresh announced a \$115m series B funding round led by Spark Capital and with participation from Insight Partners, VMG Partners, and Bright Pixel.

Chord, is a US based company with a Platform as a Service that offers commerce businesses technology and data products that help enhance their businesses by giving them cutting-edge headless commerce technology and access to meaningful first-party data. In 2022, Chord raised a \$15m series A extension round, co-led by Bright Pixel and existing investor Eclipse and with new investors GC1 Ventures, TechNexus Venture Collaborative and Anti Fund VC joining existing investors Imaginary Ventures, Foundation Capital and White Star Capital as participants.

Harmonya offers an AI-powered product data enrichment, categorization, and insights platform for retailers and brands. The company raised \$20m series A round in 2023, led by Bright Pixel with the participation of existing investor Team8, as well as Arc Investors, J Ventures, Silicon Road Ventures, Allen & Company, LiveRamp Ventures, and Susa Ventures.

INFRASTRUCTURE SOFTWARE

Portainer.io, based in New Zealand, is one of the most popular container management platforms globally. Portainer's universal tool unleashes the power of containerized applications for everyone.

Codacy, is a PT-based automated code review and engineering productivity tool. It provides intelligence for software engineering teams to reach their full potential. Codacy raised a \$15m series B funding round led by Bright Pixel, also backed by existing investors Armilar Venture Partners, EQT Ventures, Join Capital, Caixa Capital, Faber Ventures and Iberis Capital.

Seldon, is a data-centric machine learning operations (MLOps) platform for the deployment, management, monitoring and explainability of machine learning (ML) models. Bright Pixel led its \$20m series B funding round in 1Q23 with significant participation from existing investors AlbionVC, Cambridge Innovation Capital, and Amadeus Capital Partners.

Jentis, is an Austrian scale-up specializing in advanced server-side web tracking and data protection technologies. Its Data Capture Platform is an all-in-one tracking solution that provides businesses enhanced data quality and data sovereignty while enabling compliance with GDPR and other global data protection regulations. Bright Pixel led a €11 million in a series A funding round raised in 2023. This round was also participated by the new co-investor 3TS Capital Partners, and by the existing investor Pragmatech Ventures.

BUSINESS APPLICATIONS

Infraspeak the leading European and South American Intelligent Maintenance Management Platform (IMMP), headquartered in Portugal, has secured a series A extension round of €7.5m, led by Bright Pixel in 2023.

EMERGING TECH & OTHERS

Didimo, a leading creator of high-fidelity digital humans with 3D technology. Didimo enables anyone to quickly and easily create lifelike digital models that businesses and individuals can use to interact and to provide or enjoy services online. In 2020, Didimo announced €1m in funding from new investors led by Armilar Venture Partners along with Bright Pixel and PME Investimentos in cooperation with the 200M Co-Investment Fund. In August 2022, Didimo raised \$7.1m in series A funding led by Armilar Venture Partners, with the participation of Bright Pixel, Portugal Ventures and Techstars.

Armilar Venture Funds are the 3 Venture Capital funds in which Bright Pixel owns participation units acquired to Novo Banco. With this transaction, concluded in December 2016, Bright Pixel reinforced its portfolio with sizeable stakes in leading edge companies such as Outsystems and Feedzai, both consistently presenting meaningful and sustainable levels of growth.

Media

Público is the reference Portuguese speaking news organization focused on a digital strategy that combines journalism high quality standards with an innovative and digital image and has been reinforcing its leadership position on the daily Portuguese newspaper sector, and particularly, on the digital subscription market.

During the 1H24, the growth of content and subscription revenues drove to a slightly increase in Revenues and profitability, when compared to 1H23.

II FINANCIAL STATEMENTS

Condensed Financial Information

Sonaecom condensed consolidated financial statements

Condensed consolidated income statement by nature for periods of 6 months ended on 30 June 2024 and 2023

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in Euro) Notes 30 June 2024
(not audited)
30 June 2023
(not audited)
Sales 2.1 3,133,284 3,318,085
Services rendering 2.1 6,005,046 5,919,330
Other income 303,435 1,535,153
9,441,765 10,772,568
Cost of sales (675,335) (917,282)
External supplies and services (6,383,323) (6,119,544)
Employee benefits expense (7,494,443) (7,581,310)
Amortisation and depreciation (911,623) (1,101,481)
Provisions (100,131) (14,319)
Other expenses (86,993) (68,023)
(15,651,848) (15,801,959)
Gains and losses in joint ventures and
associated companies
3.1
and
3.3
52,761,052 18,874,864
Gains and losses on assets at fair value through profit
or loss
3.3 (1,141,279) (5,411,700)
Financial expenses (207,130) (268,344)
Financial income 3,697,812 4,642,605
Current income / (loss) 48,900,372 12,808,034
Income taxation 204,909 1,204,103
Consolidated net income/(loss) for the period 49,105,281 14,012,137
Attributed to:
Shareholders of parent company 49,207,122 14,150,644
Non-controlling interests (101,841) (138,507)
Earnings per share
Basic 0.16 0.05
Diluted 0.16 0.05

The notes are an integral part of the condensed consolidated financial statements.

Condensed consolidated statement of comprehensive income for periods of 6 months ended on 30 June 2024 and 2023

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in Euro) Notes 30 June 2024
(not audited)
30 June 2023
(not audited)
Consolidated net income / (loss) for the period 49,105,281 14,012,137
Components of other consolidated
comprehensive income, net of tax, that will be
reclassified subsequently to profit or loss:
Changes in reserves resulting from the application
of equity method
Changes in currency translation reserve and other
1,004,350
(282)
(10,920,456)
453
Components of other consolidated
comprehensive income, net of tax, that will not be
reclassified subsequently to profit or loss:
Changes in reserves resulting from the application
of equity method
(1,562,356)
Changes in fair value of financial assests at fair
value through other comprehensive income net of
taxes
(740,320) (33,488)
Other consolidated net income / (loss) for the
period
(1,298,608) (10,953,491)
Consolidated comprehensive income for the
period
47,806,673 3,058,646
Attributed to:
Shareholders of parent company
Non-controlling interests
47,403,284
403,389
3,197,153
(138,507)

Condensed consolidated statement of financial position for periods ended on 30 June 2024 and 31 December 2023

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in Euro) Notes 30 June 2024
(not audited)
31 December
2023
Assets
Non-current assets
Property, plant and equipment 358,598 336,199
Intangible assets 1,803,087 1,518,447
Right of use 3,894,637 4,182,194
Goodwill 1,165,721 1,165,721
Investments in joint ventures and associated 3.1 924,355,676 939,537,146
companies
Financial assets at fair value through other 3.2.1 8,744,921 9,994,247
comprehensive income
Financial assets at fair value through profit or loss 3.2.2 234,369,933 234,882,161
Deferred tax assets 10,671,945 11,160,105
Other non-current assets 8,671,843 7,373,276
Total non-current assets 1,194,036,361 1,210,149,496
Current assets
Inventories 306,805 394,863
Trade receivables and other receivables 23,223,252 24,971,872
Income tax assets 1,192,543 1,052,413
Other current assets 1,532,567 883,081
Cash and cash equivalents 182,074,490 144,088,064
Total current assets 208,329,657 171,390,293
Total assets 1,402,366,018 1,381,539,789

The notes are an integral part of the condensed consolidated financial statements.

Condensed consolidated statement of financial position for periods ended on 30 June 2024 and 31 December 2023

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in Euro) Notes 30 June 2024
(not audited)
31 December
2023
Shareholders' funds and liabilities
Shareholders' funds
Share capital 230,391,627 230,391,627
Own shares (7,686,952) (7,686,952)
Reserves and retained earnings 1,063,598,411 1,043,020,193
Consolidated net income/(loss) for the period 49,207,122 43,785,889
1,335,510,208 1,309,510,757
Non-controlling interests 16,004,024 15,600,635
Total Shareholders' funds 1,351,514,232 1,325,111,392
Liabilities
Non-current liabilities
Lease liabilities 3,419,608 4,105,841
Provisions 376,435 299,695
Deferred tax liabilities 34,951,982 34,688,560
Other non-current liabilities 607,183 753,403
Total non-current liabilities 39,355,208 39,847,499
Current liabilities
Trade payables and other payables 3,176,769 8,395,113
Lease liabilities 1,735,152 1,695,521
Other current liabilities 6,584,657 6,490,264
Total current liabilities 11,496,578 16,580,898
Total Liabilities 50,851,786 56,428,397
Total Shareholders' funds and liabilities 1,402,366,018 1,381,539,789

Condensed consolidated statement of changes in equity for periods of 6 months ended on 30 June 2024 and 2023

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

Reserves & Retained Earnings
(Amounts expressed in Euro) Share capital Own shares Share
premium
Legal
reserves
Reserves of
own shares
Other reserves Total reserves Non
controlling
interests
Net
income / (loss)
Total
2024
Balance on 31 December 2023 230,391,627 (7,686,952) 775,290,377 23,523,509 7,686,952 236,519,355 1,043,020,193 15,600,635 43,785,889 1,325,111,392
Appropriation of the consolidated net result of 2023
Transfers to other reserves 3,001,865 40,784,024 43,785,889 (43,785,889)
Dividend Distribution (21,403,833) (21,403,833) (21,403,833)
Consolidated comprehensive income for the period ended
on 30 June 2024
(1,803,838) (1,803,838) 403,389 49,207,122 47,806,673
Balance on 30 June 2024 230,391,627 (7,686,952) 775,290,377 26,525,374 7,686,952 254,095,708 1,063,598,411 16,004,024 49,207,122 1,351,514,232
Reserves and Retained Earnings
(Amounts expressed in Euro) Share capital Own shares Share
premium
Legal
reserves
Reserves of
own shares
Other reserves Total reserves Non
controlling
interests
Net
income / (loss)
Total
2023
Balance on 31 December 2022 230,391,627 (7,686,952) 775,290,377 23,164,885 7,686,952 118,722,511 924,864,725 17,323,720 143,082,957 1,307,976,077
Appropriation of the consolidated net result of 2022
Transfers to other reserves 143,082,957 143,082,957 (143,082,957)
Dividend Distribution (9,173,071) (9,173,071) (9,173,071)
Consolidated comprehensive income for the period ended
on 30 June 2023
(10,953,491) (10,953,491) (138,507) 14,150,644 3,058,646
Balance on 30 June 2023 230,391,627 (7,686,952) 775,290,377 23,164,885 7,686,952 241,678,906 1,047,821,121 17,185,213 14,150,644 1,301,861,653

Condensed consolidated cash flow statement for periods of 6 months ended on 30 June 2024 and 2023

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in Euro) Notes 30 June 2024
(not audited)
30 June 2023
(not audited)
Operating activities
Receipts from trade debtors 9,363,930 8,188,044
Payments to trade creditors (7,334,564) (7,124,391)
Payments to employees (8,104,393) (8,685,301)
Cash flows generated by operations (6,075,027) (7,621,648)
Payments / receipts relating to income taxes (7,466,727) (14,586,340)
Other receipts / payments relating to operating activities 680,964 1,989,732
Cash flows from operating activities (1) (12,860,790) (20,218,256)
Investing activities
Receipts from:
Financial investmens 4,152,618 1,399,644
Tangible and intangible assets 62 1,900
Dividends 3.1 67,384,516 57,758,575
Interest and similar income 3,012,584 4,293,298
Payments for:
Financial investments (920,000) (33,537,383)
Tangible and intangible assets (329,414) (935,543)
Cash flows from investing activities (2) 73,300,366 28,980,491
Financing activities
Payments for:
Leasing (988,952) (394,055)
Interest and similar expenses (60,395) (221,641)
Dividends (21,403,833) (9,173,071)
Cash flows from financing activities (3) (22,453,180) (9,788,767)
Net cash flows (4)=(1)+(2)+(3) 37,986,396 (1,026,532)
Effect of the foreign exchanges 30 583
Cash and cash equivalents at the beginning of the period 144,088,064 381,295,408
Cash and cash equivalents at the end of the period 182,074,490 380,269,459

SONAECOM, SGPS, S.A.

Notes to the consolidated financial statements for the period ended on 30 June 2024

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

(Amounts stated in euro)

1. Introductory note

1.1 Group's Presentation

SONAECOM, SGPS, S.A. (hereinafter referred to as "the Company" or "Sonaecom") was established on 6 June 1988, under the name Sonae – Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia – Portugal. It is the parent company of the Group of companies listed in Attachment I ("Group").

Sonaecom SGPS, S.A. is owned directly by Sontel BV and Sonae SGPS, SA and Efanor Investimentos SGPS, S.E. is the ultimate controlling company.

Sonaecom shares are quoted and traded on Euronext Lisbon.

The Group operates in Portugal and has some subsidiaries from the information systems operating in about 3 countries (Portugal, Spain and United Kingdom).

On 21 December 2022, Sonae SGPS, S.A. ("Sonae"), announced its decision to launch a general and voluntary public tender offer for the acquisition of shares representing the share capital of Sonaecom SGPS, S.A. ("Sonaecom").

On 17 April 2023, the results of the Offer were determined, with 434,139 shares being acquired. Following this operation, Sonae holds 276,585,527 shares representing 88.84% of Sonaecom.

The consolidated financial statements are also presented in euro, rounded to the unit, and the transactions in foreign currencies are included in accordance with the accounting policies detailed below.

1.2 Consolidation Perimeter

The companies included in the Sonaecom Group's consolidation perimeter at 30 June 2024 are listed in Attachment I of this report.

1.3. Changes in the Group

During the periods ended on 30 June 2024 and 2023, the following changes occurred in the group:

a) Acquisitions

Shareholder Subsidiary Date
2024
Bright Tech Innovation I
Reckon.AI, S.A. ("Reckon.AI") -
increase
Jan-24
Shareholder Subsidiary Date
2023
Bright Pixel Seldon Technologies Limited ("Seldon") Feb-23
Bright Pixel Picnic Corporation ("Picnic") Feb-23
Bright Tech Innovation I Infraspeak, S.A. ("Infraspeak") Mar-23
Bright Tech Innovation I THU Lda ("THU") Mar-23
Bright Pixel Sekoia.io ("Sekoia") Abr-23
Bright Pixel Harmonya, Inc. ("Harmonya") Jun-23

As acquired described here, we refer to the financial assets held at fair value.

b) Merged

Shareholder Subsidiary Date
2023
Bright Pixel
Bright Development Studio, S.A. ("Bright") Jan-23
Bright Pixel Sonaecom -
Serviços Partilhados, S.A. ("Sonaecom SP")
Jan-23

1.4 Subsequent events

Until the date of approval of this document, no relevant subsequent events that merit disclosure in this report have occurred.

1.5 Basis of preparation

The condensed consolidated financial statements for the period ended on 30 June 2024, were prepared in accordance with IAS 34 - Interim Financial Reporting. Consequently, these financial statements do not include all the information required by the International Financial Reporting Standards ("IFRS"), so they should be read with the consolidated financial statements for the year end on 31 December 2023. The accounting policies and measurement criteria, adopted by the Group on 30 June 2024 are consistent with those used in the preparation of 31 December 2023 financial statements.

The condensed consolidated financial statements of Sonaecom Group were prepared on the assumption of continuity of operations, based on the books and accounting records of the companies included in the consolidation, which were prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted and effective in the European Union and, based on historical cost, except for the revaluation of certain financial instruments.

1.6. New Accounting standards and their impact in these consolidated financial statements

During the period there were no changes in accounting policies, except for the adoption of new standards whose application became effective on 1 January 2024 which had no material impact on the Group's condensed financial statements.

The following standards, interpretations, amendments, and revisions have been approved (endorsed) by the European Union, and have mandatory application to the financial years beginning on or after 1 January 2024 and were first adopted in the period ended on 30 June 2024:

Standards Effective date (for
financial years
beginning on or after)
IAS 1 –
Presentation of financial projections -
Classification of
liabilities
1-Jan-24
Classification of a liability as current or non-current, depending on the right that an entity has to
defer payment beyond 12 months, after the reporting date, when subject to covenants.
IFRS 16 –
Lease liabilities in sale and leaseback transactions
1-Jan-24
Accounting requirements for Sale and Leaseback transactions after the transaction date when
some or all lease payments are variable.
IAS 7 –
Statement of cash flows and IFRS 7 –
Financial
instruments: Disclosures –
Supplier financing agreements
1-Jan-24
Additional disclosure requirements on supplier financial arrangements (or reverse factoring), the
impact on liabilities and cash flows, as well as the impact on liquidity risk analysis and how the

The Group concluded that the application of these standards does not produced materially relevant impacts on financial statements.

entity would be affected if these arrangements were no longer available.

The following standards, interpretations, amendments and revisions were not, until 30 June 2024, approved ("endorsed") by the European Unions seguintes normas:

Standards Effective date (for
financial years
beginning on or after)
IAS 21 –
Effect of changes in exchange rates: absence of exchange
rates in the long term
1-Jan-25
It clarifies the following: i) how to assess whether a currency is convertible into another currency;
and ii) how to determine the exchange rate when the currency is not convertible.
IFRS 7 and IFRS 9 –
Classification and measurement of financial
instruments
1-Jan-26
Changing requirements relating to: i) settlement of financial liabilities through an electronic
payment system; ii) assessment of the contractual characteristics of the cash flows of financial
assets, including characteristics related to the fulfillment of
Environmental, Social and Government
(ESG) goals.
Annual improvement cycle 1-Jan-26
Specific changes to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7
IFRS 18 –
Presentation and Disclosure in Financial Statements
1-Jan-27
Replacement of IAS 1 with changes regarding specific requirements on the classification of
income and expenses in the operational category that would otherwise be classified in the
investment and financing categories. It also establishes requirements relating to the disclosure of
performance indicators defined by management.
IFRS 19 –
Subsidiaries not subject to public financial reporting:
Disclosures
1-Jan-27
It allows the preparation of financial statements with reduced disclosure requirements, maintaining
the obligation to apply all measurement and recognition requirements of IFRS, in general.

2. Operational Activity

2.1 Segment information

During the periods ended on 30 June 2024 and 2023 were identified the following business segments:

  • Media;
  • Technologies; and
  • Holding activities.

These segments were identified taking into account the following criteria/conditions: the fact that they are units of the Group that develop activities where income and expenses can be separately identified, in relation to which financial information is developed separately, their operating results are regularly reviewed by the Group´s management bodies and on which it makes decisions about, for example, allocation of resources, the fact that they have similar products/services and also taking into account the quantitative threshold (as provided for in IFRS 8).

The segment "Holding activities" includes the operations of the Group companies that have as their main activity the management of shareholdings.

Excluding the ones mentioned above, the remaining activities of the Group have been classified as unallocated.

Inter-segment transactions during the periods ended on 30 June 2024 and 2023 were eliminated in the consolidation process. All these transactions were made at market prices.

Inter-segment transfers or transactions were entered under the normal commercial terms and conditions that would also be available to unrelated third parties and were mainly related to interest on treasury applications and management fees.

Overall information by business segment on 30 June 2024 and 2023, prepared in accordance with the same accounting policies and measurement criteria adopted in the preparation of the consolidated financial statements, can be summarized as follows:

Media Technologies Holding Activities Subtotal Eliminations and others Total
June 2024 June 2023 June 2024 June 2023 June 2024 June 2023 June 2024 June 2023 June 2024 June 2023 June 2024 June 2023
Revenues:
Sales and services rendering 8,141,386 8,102,405 1,009,090 1,171,558 157,250 9,150,476 9,431,213 (12,146) (193,798) 9,138,330 9,237,415
Other operating revenues 188,204 222,840 80,128 177,769 36,132 11,017 304,464 411,626 (1,029) 1,123,527 303,435 1,535,153
Total revenues 8,329,590 8,325,245 1,089,218 1,349,327 36,132 168,267 9,454,940 9,842,839 (13,175) 929,729 9,441,765 10,772,568
Depreciation and amortisation (340,618) (522,760) (569,087) (569,186) (1,918) (9,535) (911,623) (1,101,481) (911,623) (1,101,481)
Provisions and impairment losses (100,131) (14,319) (100,131) (14,319) (100,131) (14,319)
Net operating income / (loss) for the
segment
(1,599,706) (1,898,094) (4,085,601) (3,485,498) (524,776) 354,168 (6,210,083) (5,029,424) 33 (6,210,083) (5,029,391)
Gains and losses on financial assets at fair
value through profit or loss
(1,141,279) (5,411,700) (1,141,279) (5,411,700) (1,141,279) (5,411,700)
Gains and losses in associated companies
and joint ventures
27,084 (38,442) 101,647 (720,438) 52,632,321 18,518,475 52,761,052 17,759,595 1,115,269 52,761,052 18,874,864
Other financial results 87,659 20,774 646,559 67,037 2,468,979 59,622,569 3,203,197 59,710,380 287,485 (55,336,119) 3,490,682 4,374,261
Income taxation 357,585 177,967 318,280 2,041,191 (470,956) (496,185) 204,909 1,722,973 (518,870) 204,909 1,204,103
Consolidated net income/(loss) for the
period
(1,127,379) (1,737,795) (4,160,394) (7,509,408) 54,105,568 77,999,027 48,817,795 68,751,824 287,485 (54,739,687) 49,105,281 14,012,137
Attributable to:
Shareholders of parent company (1,127,379) (1,737,795) (4,022,999) (7,320,331) 54,105,568 77,999,027 48,955,190 68,940,901 251,932 (54,790,257) 49,207,122 14,150,644
Non-controlling interests (137,395) (189,080) (137,395) (189,080) 35,554 50,573 (101,841) (138,507)
June 2024 December 2023 June 2024 December 2023 June 2024 December 2023 June 2024 December 2023 June 2024 December 2023 June 2024 December 2023
Assets:
Tangible and intangible assets and
goodwill
2,721,464 2,514,612 4,490,047 4,675,500 10,532 12,449 7,222,043 7,202,561 7,222,043 7,202,561
Inventories 306,805 394,863 306,805 394,863 306,805 394,863
Investments in associated companies and
joint ventures
912,197 885,112 90,435,669 90,334,022 833,100,648 848,410,853 924,448,514 939,629,987 (92,838) (92,841) 924,355,676 939,537,146
Financial assets at fair value through other
comprehensive income
3,059,366 3,059,366 8,696,975 9,946,301 11,756,341 13,005,667 (3,011,420) (3,011,420) 8,744,921 9,994,247
Financial assets at fair value through profit
or loss
234,369,933 234,882,161 234,369,933 234,882,161 234,369,933 234,882,161
Other non-current assets and deferred tax
assets
3,293,870 3,178,976 14,249,065 13,433,110 92,936,000 92,891,367 110,478,935 109,503,453 (91,135,147) (90,970,072) 19,343,788 18,533,381
Other current assets of the segment 10,473,318 10,769,757 18,948,759 28,947,820 180,535,857 133,440,946 209,957,934 173,158,523 (1,935,082) (2,163,093) 208,022,852 170,995,430
Liabilities:
Liabilities of the segment 11,087,383 10,495,672 41,861,211 47,988,682 2,770,582 3,039,446 55,719,176 61,523,800 (4,867,390) (5,095,403) 50,851,786 56,428,397
CAPEX 546,012 999,632 1,443,292 55,005,186 500,000 241,058,833 2,489,304 297,063,651 (2,049,406) (28,433,063) 439,898 268,630,588

During the period ended on 30 June 2024 and 2023, the inter-segments sales and services were as follows:

Media Technologies
2024
Media 6,719
Technologies 1,396
Holding Activities 4,031
External trade debtors 8,139,990 998,340
8,141,386 1,009,090
Media Technologies
2023
External trade debtors 8,102,405 1,171,558
8,102,405 1,171,558

During the periods ended on 30 June 2024 and 2023, sales and services rendered in the Media and Technologies segments were obtained predominantly in the Portuguese market, with this market representing approximately 93.43% and 100%, respectively (100% and 99.02% in 2023, respectively).

3. Investments

3.1. Investments in joint ventures and associated companies

The associated companies and the joint ventures, their head offices, percentage of ownership and value in profit and loss statement on 30 June 2024 and 2023 are as follows:

Percentage of
ownership
Value in profit
and loss
30 June 2024 Head Office Direct statement
Investments in joint ventures
Unipress –
Centro Gráfico, Lda.
("Unipress")
Vila Nova de Gaia 50.00% 50,565
SIRS -
Sociedade Independente de
Radiodifusão Sonora, S.A. ("Rádio
Nova")
Oporto 50.00% (23,481)
27,084
Investments in associated
companies
NOS, SGPS, S.A. ("NOS") (a) (b) Oporto 37.37% 52,632,321
Fundo de Capital de Risco Armilar
Venture Partners II ("Armilar II")
Lisbon 47.78% 38,946
Fundo de Capital de Risco Armilar
Venture Partners III ("Armilar III")
Lisbon 45.52% 56,144
Fundo de Capital de Risco Armilar
Venture Partners Inovação e
Internacionalização
("Armilar I+I")
Lisbon 38.25% 6,557
52,733,968
Total 52,761,052

Percentage of
ownership
Value in profit
and loss
statement
30 June 2023 Head Office Direct
Investments in joint ventures
Unipress –
Centro Gráfico, Lda.
("Unipress")
Vila Nova de Gaia 50.00% (2,534)
SIRS -
Sociedade Independente de
Radiodifusão Sonora, S.A. ("Rádio
Nova")
Oporto 50.00% (35,908)
(38,442)
Investments in associated
companies
NOS, SGPS, S.A. ("NOS") (a) (b) Oporto 26.07% 19,633,743
Fundo de Capital de Risco Armilar
Venture Partners II ("Armilar II")
Lisbon 44.33% 20,558
Fundo de Capital de Risco Armilar
Venture Partners III ("Armilar III")
Lisbon 45.52% (562,670)
Fundo de Capital de Risco Armilar
Venture Partners Inovação e
Internacionalização
("Armilar I+I")
Lisbon 38.25% (178,325)
18,913,306
Total 18,836,422

(a) Includes the incorporation of the results of the subsidiaries in proportion to the capital held; (b) Increase of participation related to the purchase of shares from Sonae SGPS in July 2023.

In the case of investments in associates that are venture capital organizations, IAS 28 contains an option to keep these investments held by them measured at fair value. The Group made this option, applying the equity method to Armilar Funds.

In accordance with the IFRS 11, the classification of investments in joint ventures is determined based on the existence of an agreement that clearly demonstrate and regulate the joint control. On 30 June 2024, the Group held associated and joint ventures companies, as decomposed below.

The division by company of the amount included in the investments in associated companies and joint ventures on 30 June 2024 and 31 December 2023 is as follows:

30 June 2024 Ownership
value
Goodwill Total
investment
Investments in joint ventures
Unipress 497,657 321,700 819,357
Radio Nova
497,657 321,700 819,357
Investments in associated
companies
NOS 241,903,781 591,196,867 833,100,648
Armilar II 58,073,728 58,073,728
Armilar III 17,399,863 17,399,863
Armilar I+I 14,962,080 14,962,080
332,339,452 591,196,867 923,536,319
Total 332,837,109 591,518,567 924,355,676
31 December 2023 Ownership
value
Goodwill Total
investment
Investments in joint ventures
Unipress 447,402 321,700 769,102
Radio Nova 23,171 23,171
470,573 321,700 792,273
Investments in associated
companies
NOS 257,213,982 591,196,867 848,410,849
Armilar II 58,034,782 58,034,782
Armilar III 17,343,719 17,343,719
Armilar I+I 14,955,523 14,955,523
347,548,006 591,196,867 938,744,873
Total 348,018,579 591,518,567 939,537,146

Investment in NOS

The value of the investment held in NOS is measured using the equity method.

At the general meeting of NOS in April 2024, the payment of ordinary dividends of 0.35 euro per share was approved, relating to 2023 results. In this regard, Sonaecom recorded a dividend receipt amounting to 67,384,516 euro.

On 20 July 2023, Sonaecom, SGPS, S.A. has entered into a purchase and sale agreement to acquire to Sonae SGPS, S.A. 58,204,920 shares of NOS SGPS, S.A. representing 11.30% of the share capital and 11.38% of the voting rights of NOS, at a price of 3.6527 euro per share, corresponding to the average closing price of the shares over the last six months, calculated after the market close on 19 July 2023, amounting to a value of 212.6 million euro.

Given this acquisition, Sonaecom now holds, directly, 192,527,188 shares in NOS, representing approximately 37.37% of its share capital and 37.65% of the voting rights.

Albeit Sonaecom having exceeded, with this transaction, one third of the voting rights corresponding to the share capital of NOS, such fact does not result in any material change regarding in the exercise of voting rights inherent to the shares. The voting rights inherent to the shares are no longer attributed directly to Sonae, being now indirectly attributed to Sonae as the controlling shareholder of Sonaecom.

Taking into account the percentage of ownership directly attributable to Sonaecom, it was analyzed in the light of what is described in IFRS 10, whether Sonaecom could exercise control over NOS. From this analysis, it was concluded that Sonaecom does not control the aforementioned company, insofar as it does not hold the majority of the share capital and voting rights of NOS and, that it is not clear that i) it is possible for Sonaecom to make decisions for itself only and ii) that the existence of a majority contrary to its intentions is unlikely. In view of the above and given that Sonaecom has the opportunity to participate in NOS' decision-making processes, we are facing a situation of significant influence, with the respective investment being classified as "Investments in associates" and recorded in Sonae's consolidated accounts using the equity method patrimonial.

As set out in IFRS 3 – Business Combination, an assessment of the fair value of the assets acquired and liabilities assumed was carried out.

The fair value of the net assets acquired was determined using different valuation methodologies for each type of asset or liability, based on the best available information. The main adjustments to fair value made within the scope of this process were: i) customer portfolio (+222.8 million euro), which will be amortized on a straight-line basis over 6 years; ii) rights of use (+294.6 million euro), which will be amortized on a straight-line basis over 12 years; iii) investments in joint ventures and associates (+40.3 million euro), and iv) contingent liabilities (-73.7 million euro).

On 30 June 2024, it was considered the assumptions made in the impairment tests carried out in 2023 did not have significant variations.

NOS group provisions

The evolution in provisions occurred during the first 6 months of 2024 compared to 31 December 2023 was as follows:

1) Legal actions with regulators and Competition Authority (AdC)

i. NOS, S.A., NOS Açores, NOS Madeira and NOS Wholesale received the settlement note, issued by ANACOM, of the annual Fee of Activity for the 2023 financial year: 10.486 thousand euro, 120 thousand euro, 247 thousand euro e 106 thousand euro, respectively. Similar to the settlements received for the years 2009 to 2023, Anacom's acts were challenged in court.

Between 2023 and the first quarter of 2024, the Constitutional Court ruled, in more than two dozen separate cases, that have became final and unappealable, that Ordinance 1473-B/2008, of 17 December, which regulates the determination of fees due for the exercise of the activity of provider of electronic communications networks and services, is unconstitutional, and ordered ANACOM to refund the amount unduly charged. On 30 June 2024, an accumulated profit of 70.7 million euro (2023: 38.5 million euro and 2024: 32.2 million euro) was recognized as a result of the favorable decisions in the Constitutional Court, and 62.2 million euro (2023: 15.6 million euro and 2024: 46.6 million euro) were received. The remaining process are awaiting final judgement/decision, there are some processes in which ANACOM raises the issue of NOS's right to interest.

  • ii. In relation to the administrative offense process related to the communication of price updates carried out at the end of 2016 and beginning of 2017, in May 2024, NOS appealed the Acordão, which reduced the fine to 3.6 million euro, to the Constitutional Court, awaiting further developments in the process.
  • iii. Regarding the notification of NOS by the AdC of the notice of illegality (accusation) related to digital marketing on the Google search engine, in January 2024, NOS was notified by the AdC that the emails affected by the declaration of prohibition of evidence had already been expunged from the file and, in February 2024, NOS requested that other documentary elements be expunged from the file, and, to date, no decision has yet been made on this topic. It is the conviction of the NOS Board of Directors, taking into account the elements it knows, that it will be able to demonstrate the various arguments in favor of its defense.
  • iv. In relation to the note of illegality (accusation) to which NOS was notified by the AdC, relating to practices related to the advertising service in automatic recordings, in which it accuses NOS, other operators and a consultant, of coordinating behavior in the advertising on television recordings, in January 2024, NOS was notified by the AdC that the emails affected by the declaration of prohibition of evidence had already been expunged from the records. In June 2024, NOS was notified by the AdC of the final decision regarding the elements that make up the process, a decision that resumes the investigation phase of the process and which included a request to NOS for new elements. It is the conviction of the NOS Board of Directors, considering the elements it knows, that it will be able to demonstrate the various arguments in favor of its defense.

2) Tax Authorities

During the 2003 and 2023 financial years, some companies of NOS Group were notified of the corrections made by the Tax autorithies at the IRC, VAT and Stamp Post and of the corresponding additional payments. The total value of settled notifications, legal and cargo receipts, amounts to 40 million euro.

3) Actions by MEO against NOS SA, NOS Madeira and NOS Açores and by NOS SA against MEO

In April 2024, the Lisbon Court of Justice was revoked and the Court of First Instance was abolished, which preceded the payment of 5.3 million euro and determined the investigation of testimonies on the matter of fact declared following the professional hearing Supreme Court of Justice in March 2019.

4) Action brought by DECO

After the discussion and trial sessions were held in 2022, NOS filed an appeal against the court decision that dispensed with the production of testimonial evidence, wich was upheld by the Lisbon Court of Appeal. In June 2024, two trial sessions were held, with the third session scheduled for September 2024. NOS Board of Directors is conviced that the arguments used by the author are not justified, which is why it is believed that the outcome of the proceeding should not result in significant impacts for the group NOS's financial statements.

5) Action brought by Citizens Voice

A Preliminary Hearing was scheduled for October 2024. The further terms of the process are currently awaited, and the NOS Board of Directors is convinced that the arguments used by the author are not valid, which is why it is believed that the outcome of the process will not significant impacts should result on the Group's financial statements.

6) Interconection tariffs

In May 2024, following a complaint to the conference, the latter was rejected and the decision not to admit MEO's appeal was confirmed. As the process ended, in the semester ending June 30, 2024, NOS derecognized the outstanding balances, resulting in a gain of 8.6 million euro.

3.2. Financial assets at fair value

3.2.1. Through other comprehensive income

On 30 June 2024 and 31 December 2023, this caption was composed as follows:

30 June 2024 31 December 2023
Iriusrisk 7,124,896 7,124,896
Others 1,620,025 2,869,351
8,744,921 9,994,247

On 30 June 2024, these investments correspond to shareholdings in unlisted companies in which the Group has no significant influence.

According to IFRS 9 these investment is defined as "Investments at fair value through other consolidated comprehensive income" as they are held as long-term strategic investments and there is no expectation that these investments will be sold in the short and medium term, and, so, were irrevocably designated as investments at fair value through other comprehensive income. For investments with a maturity of less than a year, the acquisition costs were considered as a reasonable approximation of their fair value. For investments with a maturity greater than a year, the subsequent changes in fair value are presented through other consolidated comprehensive income. The fair value of the investments is calculated in the currency of the country of the investment and converted to euro at the end of the reporting year.

IriuskRisk

IriusRisk (previously named Continuum Security) is a Spanish based company with an application security platform to address vulnerabilities early in the development process. In order to realise their international growth plans, the company has raised an investment round of 1.5 million euro, which was led by Swanlaab Venture Factory and joined by JME Venture Capital and Bright Pixel. In September 2020, the company raised a series A round of 6.7 million dollars participated by Paladin, 360 CP, Swanlaab JME Venture Capital and Bright Pixel. In August 2022, IriusRisk raised a series B round of 28.7 million dollars led by Paladin Capital Group with the participation from existing investors Bright Pixel, Swanlaab Venture Factory, 360 Capital and Inveready.

3.2.2. Financial assets at fair value through profit or loss

On 30 June 2024 and 31 December 2023, this caption was composed as follows:

30 June 2024 31 December 2023
Arctic Wolf 78,470,852 76,021,315
CyberSixgill 20,052,907 19,426,938
Ometria 16,299,683 15,874,498
SafeBreach 14,087,599 13,647,843
Sales Layer 9,714,017 9,714,017
Vicarius 9,341,412 9,049,812
Sekoia.io 9,000,000 9,000,000
Harmonya 6,538,980 6,334,860
Codacy 6,000,207 6,000,210
Hackuity 6,000,000 6,000,000
Infraspeak 6,000,000 6,000,000
Chord 5,604,840 5,429,880
Jentis 5,505,000 5,505,000
Afresh 4,670,692 4,524,892
Jscrambler 3,828,724 3,828,724
ViSenze 3,356,319 3,251,548
Probe.ly 2,971,123 2,971,123
Citcon 2,716,235 2,631,451
Didimo 2,070,133 2,070,130
Portainer.io 1,972,355 1,983,290
Taikai 1,836,895 1,836,895
Replai 1,800,887 1,800,887
Sellforte 1,794,980 1,794,980
Others 14,736,093 20,183,868
234,369,933 234,882,161

Investments not irrevocably designated in the initial recognition as "Investments at fair value for other comprehensive income", are classified as "Investments at fair value through profit or loss" in accordance with IFRS 9. Are also included in this caption the investments in associated companies, held by a venture capital organization or equivalent, in which the Group opted, in the initial recognition for, to measure at fair value through results in accordance with IFRS 9. In the case of the investments of less than 1 year, their acquisition cost was considered a reasonable approximation of their respective fair value. For investments over 1 year, subsequent changes in fair value are presented through profit or loss. The fair value of the investments is calculated in the currency of the country of the investment and converted to euro at the end of the reporting year.

Arctic Wolf

Arctic Wolf, a US based company, is a global pioneer in the SOC-as-a-Service market with cutting-edge managed detection and response (MDR), which provides a unique combination of technology and services for clients to quickly detect and contain threats. Bright Pixel, jointly with US technology investors Lightspeed Venture Partners and Redpoint, entered in the company's cap table in 2017 in a series B round. Since then, the Company closed a 45 million dollars series C round in 2018, a 60 million dollars Series D round at the end of 2019, a 200 million dollars series E round in October 2020 funding at a valuation of 1.3 billion dollars and, in 2021, a 150 million dollars, held by existing and new investors, at an underlying valuation of 4.3 billion dollars.

Cybersixgill

Cybersixgill is a market leader in deep and dark web cyber threat intelligence. The company helps Fortune 500 companies, financial institutions, governments, and law enforcement agencies protect their finances, networks and reputations from cyberthreats that lurk in the deep, dark and surface webs. The advanced cyber threat intelligence platform automates all phases of the intelligence cycle - collection, analysis and dissemination of data - providing organizations with unparalleled information and actionable insights to protect their various assets in the ever-evolving cyber threatscape. Bright Pixel co-led its series B 15 million dollars round and participated in its new 35 million dollar round raised in 2022 led by More Provident and Pension Funds and REV Venture Partners.

Ometria

Ometria is a London based AI powered customer marketing platform with the vision to become the central hub that powers all the communication between retailers and their customers. This investment was done by Bright Pixel in the series A round, alongside several strategic investors (including Summit Action, the US VC fund of the Summit Series) and was reinforced during series B and C rounds.

SafeBreach

SafeBreach, pioneer in the Breach and Attack Simulation (BAS) market, is the world's most widely used continuous security validation platform. The patented platform automatically and safely executes thousands of attack methods to validate network, endpoint, cloud, container and email security controls against its Hacker's Playbook, the world's largest collection of attack data broken down by methods, tactics, and threat actors. SafeBreach raised 53.5 million dollars in series D funding, led by Bright Pixel and Israel Growth Partners (IGP), with additional participation from Sands Capital, Bank Leumi and ServiceNow.

Sales Layer

Sales Layer is a Spanish based company with a cloud-based Product Information Management (PIM) platform, helping brands and retailers to transform their catalogues into a digital, enriched and multichannel control center. Bright Pixel led its series A round and recently participated in its series B round.

Vicarius

Vicarius is a SaaS platform that consolidates vulnerability discovery, prioritization, and remediation into a single solution. In 2023, the company raised a 30 million dollars series B round led by Bright Pixel and participated by AllegisCyber Capital, AlleyCorp and Strait.

Sekoia.io

Sekoia.io is the European cybertech company that develops the Sekoia.io XDR (eXtended Detection & Response) platform for real-time detection of cyberattacks. The company has raised 35 million euro, in 2023, in a series A financing round from Banque des Territoires, Bright Pixel and its historical investors Omnes Capital, Seventure and BNP Paribas Développement.

Harmonya

Harmonya offers an Artificial Intelligence-powered product data enrichment, categarization, and product plataform for retailers and brands. The company raised 20 million dollars series A round in 2023, led by Bright Pixel with participation of existing investors Team8 as well as Arc Investors, J Ventures, Silicon Road Ventures, Allen & Company, LiveRamp Ventures, and Susa Ventures.

Codacy

Codacy, is a PT-based automated code review and engineering productivity tool. It provides intelligence for software engineering teams to reach their full potential. Codacy raised a 15 million dollars series B funding round led by Bright Pixel, also backed by existing investors Armilar Venture Partners, EQT Ventures, Join Capital, Caixa Capital, Faber Ventures and Iberis Capital.

Hackuity

Hackuity, is a risk-based vulnerability management solution that empowers cybersecurity teams and leaders to comprehensively collect, prioritize, and remediate security weaknesses before they can be exploited by their adversaries. Hackuity raised a 12 million euro funding round, led by Bright Pixel with the participation of previous investor Caisse des Dépôts.

Infraspeak

Infraspeak is the leading European and South American Intelligent Maintenance Management Platform (IMMP), headquartered in Portugal, has secured a series A extension round of 7.5 million euro, led by Bright Pixel in 2023.

Chord

Chord, is a US based company with a Platform as a Service that offers commerce businesses technology and data products that help enhance their businesses by giving them cutting-edge headless commerce technology and access to meaningful first-party data. In 2022, Chord raised a 15 million dollars series A extension round, co-led by Bright Pixel and existing investor Eclipse and with new investors GC1 Ventures, TechNexus Venture Collaborative and Anti Fund VC joining existing investors Imaginary Ventures, Foundation Capital and White Star Capital as participants.

Jentis

Jentis is is an Austrian scale-up specializing in advanced server-side web tracking and data protection technologies. Its Data Capture Platform is an all-in-one tracking solution that provides businesses enhanced data quality and data sovereignty while enabling compliance with GDPR and other global data protection regulations. Bright Pixel led a 11 million euro in a series A funding round raised in 2023. This round was also participated by the new co-investor 3TS Capital Partners, and by the existing investor Pragmatech Ventures.

Afresh

Afresh, is a US-based leading AI-powered fresh food technology provider. Afresh's AIpowered solutions optimize critical functions in fresh food, including ordering, inventory, merchandising, and operations. Afresh significantly reduces food waste, improves its partners" profitability, and makes fresher, healthier food more accessible to all. Afresh announced a 115 million dollars series B funding round led by Spark Capital and with participation from Insight Partners, VMG Partners, and Bright Pixel Capital.

Jscrambler

Jsrambler is a Portuguese startup that develops a security solution to protect Web and Mobile Applications (Javascript code). In 2018, the company raised a 2.3 million dollars in a financing round that was led by Bright Pixel with the co-investment of Portugal Ventures. In 2021, the Company raised 10 million euro in a series A with the participation of Ace Capital Partners.

ViSenze

ViSenze is a Singapore-based company that delivers intelligent image recognition solutions that shorten the path to action as consumers search and discover on the visual web. Retailers use ViSenze to convert images into immediate product search opportunities, improving conversion rates. Media companies use ViSenze to turn any image or video into an engagement opportunity, driving incremental revenue. Bright Pixel co-led, with Gobi Partners, a 20 million dollars series C round to enable the artificial intelligence company to further invest in its penetration among smartphone manufacturers, as well as with consumer and social communication applications.

Probe.ly

Probe.ly having started as an internal project of Bright Pixel, won the Caixa Capital Empreender Award 2017, has stepped from MVP (Minimum Valuable Product) to an independent Web Application Security startup. In June 2022, the company raised a series A round of 7.7million euro co-led by Iberis Capital and Semapa Next and with the participation of Bright Pixel, TIIN Capital | Dutch Security Tech Fund, Caixa Capital, Portugal Ventures and EDP Ventures.

Citcon

Citcon, is a US-based leading mobile wallet payment provider with a fintech platform that enables seamless global commerce at scale by connecting the world's businesses with more than 100+ mobile wallets, local and alternative payment methods. Citcon raised 30 million dollars in series C financing led by Norwest Venture Partners and Cota Capital with the participation of Bright Pixel and Sierra Venture.

Didimo

Didimo, a leading creator of high-fidelity digital humans with 3D technology. Didimo enables anyone to quickly and easily create lifelike digital models that businesses and individuals can use to interact and to provide or enjoy services online. In 2020, Didimo announced 1 million euro in funding from new investors led by Armilar Venture Partners along with Bright Pixel and PME Investimentos in cooperation with the 200M Co-Investment Fund. In August 2022, Didimo raised 7.1 million dollars in series A funding led by Armilar Venture Partners, with the participation of Bright Pixel, Portugal Ventures and Techstars.

Portainer.io

Portainer.io, based in New Zealand, is one of the most popular container management platforms globally. Portainer's universal tool unleashes the power of containerized applications for everyone.

3.2.3 Movement occurred during the period

In the periods ended on 30 June 2024 and 2023, the change in investments at fair value through other comprehensive income was as follows:

30 June 2024 30 June 2023
Opening balance 9,994,247 11,704,456
Fair value (1,249,326) (43,150)
Closing balance 8,744,921 11,661,306

In the periods ended on 30 June 2024 and 2023, the change in investments at fair value through profit or loss was as follows:

30 June 2024 30 June 2023
Opening balance 234,882,161 208,671,179
Acquisitions/Capital Increases 50,000 31,667,700
Fair value (562,228) (5,411,700)
Closing balance 234,369,933 234,927,179

3.3 Gains or losses related to investments

Gains and losses on investments for the periods on 30 June 2024 and 2023 are as follows:

30 June 2024 30 June 2023
Financial results of associates and jointly controlled
companies:
Gains and losses related with the aplication of the equity
method
52,761,052
52,761,052 18,874,864
Gains and losses on financial assets at fair value through
profit or loss
Gains and losses on financial assets at fair value through
profit or loss
(562,228) (5,411,700)
Impairment of other financial assets (575,119)
Others (3,932)
(1,141,279) (5,411,700)

4. Related Parties

During the periods ended on 30 June 2024 and 2023, the balances and transactions maintained with related parties were mainly associated with the normal operational activity of the Group and to the concession and obtainment of loans.

Balances on 30 June 2024
Parent
company
Companies
joint ventures
Associated
companies
Other related
parties
Accounts payable 17,716,090 82,975 17,023 1,125,356
Accounts payable 435,396 34,590 283,423 98,602
Other assets 2,778,688 4,395,644
Other liabilities 48,431 9,225 63,377
20,978,605 117,565 309,671 5,682,979
Balances on 31 December 2023
Parent
company
Companies
joint ventures
Associated
companies
Other related
parties
Accounts payable 15,210,312 98,468 27,820 1,603,404
Accounts payable 5,372,921 49,151 249,257 203,307
Other assets 1,613,239 4,724,006
Other liabilities 41,661 180 99,837
22,238,133 147,619 277,257 6,630,554

The transactions with related parties during the periods ended on 30 June 2024 and 2023 were as follows:

Transactions on 30 June 2024
Parent
company
Companies
joint ventures
Associated
companies
Other related
parties
Sales and services rendered 11,478 2,500 1,077,726
Supplies and services received 255,968 149,664 168,630 339,417
Interest and similar income 2,830,887 53,925
Interest and similar expense 273
Supplementary income 107,500
3,098,333 257,164 171,130 1,471,341
Transactions on 30 June 2023
Parent
company
Companies
joint ventures
Associated
companies
Other related
parties
Sales and services rendered 13,028 5,497 1,222,608
Supplies and services received 305,134 149,714 186,884 302,517
Interest and similar income 3,679,528 53,785
Supplementary income 106,500
3,997,690 256,214 192,381 1,578,910

The transactions between Group companies were eliminated in consolidation, and therefore are not disclosed in this note.

All the above transactions were made at market prices.

Both accounts receivable and payable with related parties will be paid in cash and have no guaranties attached.

During the periods ended on 30 June 2024 and 2023, no impairment losses have been recognized as accounts receivables of related parties.

Board of Directors,

Ângelo Gabriel Ribeirinho dos Santos Paupério

Maria Cláudia Teixeira de Azevedo

João Pedro Magalhães da Silva Torres Dolores

Eduardo Humberto dos Santos Piedade

Cristina Maria de Araújo Freitas Novais

Attachment I - Companies in the Consolidation Perimeter

The subsidiary companies included in the consolidation, their registered offices and proportion of capital held at 30 June 2024 and 31 December 2023, are as follows:

Percentage of share capital held
30 June 2024 31 December 2023
Company (Commercial brand) Head office Main activity Shareholder Direct Effective* Direct Effective*
Parent company
SONAECOM, S.G.P.S., S.A. ("Sonaecom")
Maia Management of shareholdings. - - - - -
Subsidiaries
Bright Ventures Capital, SCR, S.A. Lisbon Realization of investment in venture capital, management of
venture capital funds and investment in venture capital fund
units.
Bright Pixel 100% 100% 100% 100%
Inovretail, S.A. Oporto Industry and trade of electronic equipment and software;
development, installation, implementation, training and
maintenance of systems and software products; rental
equipment, sale of software use license; consulting business,
advisory in retail segments,
industry and services.
Bright Pixel 100% 100% 100% 100%
Inovretail España, SL ("Inovretail España") Madrid Industry and trade of electronic equipment and software;
development, installation, implementation, training and
maintenance of systems and software products; rental
equipment, sale of software use license; consulting business,
advisory in retail segments, industry and services.
Inovretail 100% 100% 100% 100%
(a)
Fundo Bright Vector I ("Bright Vector I")
Lisbon Venture Capital Fund Bright Pixel 50% 50% 50% 50%
Fundo Bright Tech Innovation I -
("Bright Tech
Innovation I") (a)
Maia Venture Capital Fund Sonaecom
Bright Pixel
PCJ
30%
10%
10%
50% 30%
10%
10%
50%

Percentage of share capital held
31 December 2023
Head office Main activity Shareholder Direct Effective* Direct Effective*
Maia Editing, composition and publication of periodical and non
periodical material and the exploration of radio and TV
Sonaecom 100% 100% 100% 100%
Berkshire Rendering of consultancy services in the area of information
systems.
Bright Pixel 100% 100% 100% 100%
Oporto Editing, composition and publication of periodical and non
periodical material.
Sonaecom 100% 100% 100% 100%
Maia Management of shareholdings in the area of corporate
ventures and joint ventures.
Sonaecom 100% 100% 100% 100%
stations and studios. 30 June 2024

* Sonaecom effective participation

(a) The venture capital funds Fundo Bright Vector I and Fundo Bright Tech Innovation I have Bright Ventures Capital SCR as their management company, which performs their operational management.

These companies were included in the consolidation by the full consolidation method, as established by IFRS 10 – Consolidated financial statements.

Safe Harbour

This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forward-looking statements are statements that are not historical facts.

These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, changes in regulation, the telecommunications industry and economic conditions; and the effects of competition. Forward-looking statements may be identified by words such as "believes", "expects", "anticipates", "projects", "intends", "should", "seeks", "estimates", "future" or similar expressions.

Although these statements reflect our current expectations, which we believe are reasonable, investors, analysts and, generally, the recipients of this document are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.

Sonaecom SGPS is listed on the Euronext Stock Exchange. Information is available on Reuters under the symbol SNC.LS and on Bloomberg under the symbol SNC:PL.

Report available on Sonaecom's corporate website www.sonaecom.pt

Investor Relations Contacts [email protected] Tlf: +351 22 013 23 49

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