AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

NOS SGPS

Annual Report Mar 14, 2023

1904_10-k_2023-03-14_c8ed81cb-385b-4323-b550-53779dba9bf7.pdf

Annual Report

Open in Viewer

Opens in native device viewer

2022 ANNUAL INTEGRATED REPORT

01 INTEGRATED MANAGEMENT REPORT 3

03 INDIVIDUAL FINANCIAL STATEMENTS 286

02 ONSOLIDATED FINANCIAL STATEMENTS 206

04 ORPORATE GOVERNANCE REPORT 340

This report is a translation of the Portuguese or ginal ntegrated Report 2022 of NOS, SGPS, S.A., disclosed on 14 March 2023 on OWMs website and on NOS institutional vebsite, in ESEF format. In case of discrepancies between this version and the latter prevals.

01 INTEGRATED MANAGEMENT REPORT

01 Integrated Management REPORT

/1 INTRODUCTION
/2 our VALUE CREATION MODEL
/3 WE GENERATE VALUE FOR THE BUSINESS WITH EVERYONE IN MIND 41
/4 OUR FOUNDATIONS FOR VALUE CREATION 128
/5 STIMULATING A POSITIVE TRANSFORMATION INSPIRED BY THE FUTURE 171
/6 ANNEXES 174

4

Message from the CEO 0
About this report 8
NOS in Numbers 9

Message from the CEO

Dear Stakeholders,

In a year scarred by the war in Europe, the highly inflationary context and instability in supply chains, NOS was able to overcome the challenges posed by this context and strengthen its growth trajectory.

Aligned with the defined strategic ambitions, we were able to create value for customers, shareholders, employees, business partners, and qlobally, for the Portuquese society and economy.

I highlight the solid NOS' operational and financial performance, leveraged by the 5G leadership and the robust growth of the Telco business, by the recovery of the Audiovisuals & Cinema segment, and by the operation of new avenues of value creation.

The good operating performance enabled us to deliver a very solid financial performance. Our Consolidated Turnover grew by 6.3%, in 2022 to 1,521 million euros, and operating profitability, as measured by EBITDA, increased by 5.4% to 651.1 million euros, slightly below revenue growth. The Net Income of 138.5 million euros represented a 4% drop compared to the 2021 Profit, excluding the gains resulting from the sale of towers to Cellnex. And, in a year marked by huge investment in the expansion and modernization of our technological infrastructure, CAPEX reached an annual maximum of 495.9 million euros, an increase of 17.4% compared to the previous year and representing more than 30% of Consolidated Revenues, a proportion far higher than the average of our national and international peers.

In the Telco business, mobile services continue to be the main driver for the growth of RGUs, making it possible to exceed 10.782 million services provided at the end of 2022, 4.6% more than the previous year. I also highlight the continued growth of convergent services, which already represent more than 67% of our fixed access customer base demonstrating the clear preference of Portuguese families for integrated fixed and mobile last generation communications services.

Our film exhibition and audiovisual distribution business continued its recovery path with cinemas increasing the number of spectators compared to the previous year, but still with values lower than those of the pre-pandemic period, also driven by the return of the great world box office successes.

2022 confirmed our unequivocal leadership in 5G. We have taken our state-of-the-art networks to the entire population, contributing to a more cohesive society, and to a country that is better prepared for the future.

We continued with a strong pace of investment, maintaining our technological leadership, which allows us to have the best 5G network today, which already covers 87% of the population, and is the best mobile network in Portugal. We are the pioneer operator in 5G. We were the first to implement the widest and most advanced network and the first to launch solutions, with new dimensions of innovation and connectivity, which improve the lives of people and families and impact productivity and the development of companies.

We maintained our vision for the future, putting technology at the service of a better world. The use cases in which we were involved in 2022 are moving in that direction, by exploring additional potentialities of 5G technology.

The first autonomous driving trip that took place in Portugal, in a real environment, was carried out with the NOS 5G network, and with it was demonstrated the role that this technology will have in the construction of a connected autonomous mobility, which will certainly contribute to creating a disruptive model for transporting people and goods, aligned with the decarbonization target for Europe and Portugal.

We were also pioneers in creating the most advanced 5G innovation centre in Portugal – the NOS Hub 5G, an epicentre of collaboration between various partners, which will accelerate the conversion of this technology's potential into concrete solutions and services with value for people's lives, and for the digital transition the country needs and is making. Since its opening, we have already developed more than 33 solutions.

We increased our investments in startups with business powered by 5G, through the NOS 5G fund, having invested in 2 more companies, which will make Portugal a more technologically advanced and digital country.

We continued to deliver a better experience and services to Customers, driven by the ambition to do what no one has yet done.

We have improved our value proposition, supported by continued investment in network infrastructure and the integration of communications, media, and content services. We continued to optimize value creation through innovation, maintaining a diversified and relevant TV offer, and offering new businesses complementary to the telco offer.

We have improved the user experience of our services, responding to the needs of Portuguese families. We offer a better Wi-Fi experience, which combines the offer of state-of-the-art equipment with a comprehensive diagnostic and advisory service for customers, we continued to renovate our customers' routers and set-topboxes with new generation equipment. We were also pioneers in providing our customers with Disney+ on the UMA TV platform, thus complementing the already vast range of linear and streaming content in our television ecosystem.

We launched a new Alarms business line, with a disruptive value proposition, taking advantage of synergies with the Telco business. We also follow a path of diversification and capture of value in non-Telco business, in Cloud and Managed Services, in larger and higher revenues corporate customer segments.

Our portfolio of services for the sustainable transformation of companies continued to grow, with new solutions in the areas of cybersecurity, or remote assistance, with services that apply augmented reality

technology, contributing to the dematerialization of the economy. We continued the smart cities projects, with emphasis on the cities of Barreiro and Pombal, projects that contribute to low-carbon urban environments, and safer and healthier communities.

We sought to strengthen our digital emancipation, to accelerate the weight of digital in our business processes and operations. We expanded the features and increased the degree of use of our digital ecosystem, and implemented advanced analytics solutions in our operating model, with the aim of serving the customer better and more efficiently.

We will continue to create opportunities to put the new generation of mobile communications at the service of more sustainable development, contributing to the Sustainable Development Goals prescribed by the United Nations 2030 Agenda, and to the materialization of the United Nation's Global Compact Principles to which we subscribe.

We improved our performance in all dimensions of sustainability. Based on the 2022 performance, NOS rose in Moody's ESG Solutions ranking, becoming the fourth best ranked European company in the telecommunications sector and, particularly as a result of our environmental management policies, in 2022 we reached the reputed List A of the CDP, the highest assessment score of this independent entity, being recognized as one of the four best companies in Portugal in the fight against climate change.

In 2022, we reduced our own operation's greenhouse gas emissions by 59% compared to the previous year, and by 68% compared to the base year 2019, a performance that is aligned with the trajectory of meeting the intermediate target we set for 2025 of less 80%, and the Science Based Target (SBT) set for 2030, of less 90%. Total scope 3 emissions decreased by 4% compared to 2021, standing 6% below the 2019 figure, the base year of SBT, mainly due to the improvement in the energy efficiency of the equipment placed on the market, which made it possible to reduce emissions resulting from the use of our products and services. We also improved the circularity of the operation, with the collection, refurbishment, and reuse of fixed service residential customers' equipment (TV boxes, routers, and hubs), ensuring the collection of 86% and the reuse of 48% of disconnected equipment. In our own operation, we reached a global rate of 98% of recovery of waste generated.

We innovated by providing solutions with environmental benefits, such as eSIM, Eco sim and joining the consortium to adopt Eco-rating identification for mobile phones sold by NOS. And we continued to contribute to the reduction of emissions in the economy, expanding our portfolio of products and services that reduce customer emissions, with new communications and collaboration, cloud and data centre, Internet-of-Things and Analytics solutions.

More for our people

For the second consecutive year, NOS SGPS is part of the Bloomberg Gender-Equality Index, the global reference index that assesses gender equality in companies worldwide. In this second year of participation, we substantially increased the score obtained, and reached an assessment above the qlobal average of the index, the average of the Communications sector and the participating Portuguese companies.

This recognition reflects the value that our people have for NOS, in a year in which, after the NOS values in 2021, we strongly committed to a process of cultural transformation through leadership, with the launch of the Leadershift program. Investment in our people was also expressed in the renewal and alignment of the NOS Campus offer, a clear strategic bet on the development of our people's potential and training. In this academy, with an 80% renewed training offer, and a 50% increase in the number of training provided, we are promoting the acquisition of the necessary skills for the future. We created a training program in Advanced Data Analytics (AA) for our employees, developed in partnership with Nova SBE Executive Education and LTPlabs, with the aim of making its potential known to the organization as a whole. We also launched the NOS Vita program, a program focused on improving the physical and psychological well-being of our employees.

We continued to work so that the digital transformation of society can be synonymous with universal and enlightened access to technology

Our digital agenda continued to be inclusive, reflected in the different pricing ranges in which we provide our services, in the digital literacy programs we develop, so that everyone can benefit more and better from our services.

I would like to highlight the launch of the "Projeto ZER01 Entra na lógica da Computação", with the aim of taking computing education to schools in the country and which will cover more than 400 students from the 1st and 2nd cycles (1st to 6th grade) during the 22/23 school year, the first step towards the commitment we assumed to impact 10,000 people through programs that promote digital literacy by 2025.

We have worked and will always work with transformative energy, as we believe that no society can develop from a social, environmental, and economic point of view without succeeding in the digital transition.

Technology contains extraordinary opportunities, which NOS will continue to leverage in the future, connecting people and expanding connectivity to new dimensions, with the aim of continuing to create value for everyone.

Miquel Almeida

About this Report

An integrated view of impact and value creation

The NOS 2022 Integrated Annual Report (or Report) demonstrates our commitment to communicating a comprehensive and integrated view of our business, our strategy and our impact and performance, highlighting the contribution made to all stakeholders, the environment and society.

It follows a structure that accompanies the vital role that ESG dimensions have assumed in NOS' strategy, and includes, in the Integrated Management Report, information on the strategy, management and performance of NOS' business areas and also environmental, social, and corporate governance (ESG) information, similar to last year's report. Along the same lines, and in accordance with good reporting practices, it incorporates the spirit and main differentiating elements of the International Integrated Reporting Council (IIRC) framework, providing a vision of our approach to value creation in its various dimensions, the main resources involved, and the main impacts generated.

The content follows developments in reporting practices, namely the full entry into force of the 2021 version of the internationally recognized sustainability reporting standards of the Global Reporting Initiative (GRI Standards), having been prepared in accordance with said standards. It also serves the purpose of responding to the requirements of Decree-Law No. 89/2017, of July 28th (DL 89/2017), and to highlight our performance in terms of the Global Compact principles and the Sustainable Development Goals (SDGs), both from the United Nations. It also provides, for the second consecutive year, a perspective on the adoption by NOS of the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), through the inclusion in the Annex of a correspondence table for related publicly available content.

In addition, the Integrated Annual Report was prepared in accordance with the leqal requirements set out in the Commercial Companies Code. The document focuses on the period between 1st January and 31st December 2022, both with regard to financial information, also providing, whenever appropriate and relevant, a framework on future prospects. Likewise, whenever appropriate and relevant, it includes information reqarding previous years to allow a comparative assessment of performance or an adequate contextualization of our options, actions or results and occasionally includes information regarding the initial phase of 2023.

The entire content of this report, both financial and regarding sustainability, was subject to independent verification by an external entity, as has been the practice of the Group and in accordance with statements by Ernst & Young Audit & Associados, S.R.O.C., S.A., which is annexed. With regard to sustainability information, this verification analysed the compliance and reliability of the information provided, in accordance with the GRI Standards, in order to provide additional assurance as to whether it properly, balanced and transparently reflects the performance and operation of the Group in the different dimensions of sustainability, with a focus on material topics. It was also verified, within the scope of the financial audit, carried out by the same entity, the consistency of the Integrated Management Report with the Financial Statements and also with the information regarding the European Taxonomy of environmentally sustainable activities.

Contact for any questions or feedback about the Report

We are happy to receive your opinion, suggestions for improvement, or to respond to any question that arises from reading this report, or the need for additional information. For this purpose, please contact:

Investor Relations and Sustainability Department NOS SGPS, S.A., Rua Actor António Silva, nº9, Campo Grande,

1600-404 Lisboa

[email protected] [email protected]

NOS in Numbers

Figures for the year 2022

No.
2017

01 integrated Management REPORT

/2 OUR VALUE

/2 CREATION MODEL

2.1. Overview of the Value Creation Model
2.2. Who We Are and Where We Operate 12
2.2.1. Our essence 13
2.2.2. Activity and portfolio 15
22.3. Governance model 17
2.2.4. External environment 23
2.3. Our Best Assets and Strategic Positioning 25
2.3.1. A unique combination of differentiating assets 25
2.3.2. Our development and value creation strateqy 28
2.4. The Value We Generate for All Stakeholders 36
2.4.1. Recognitions 37

2.1. Overview of the Value Creation Model

We transform inspired by the future, for a tomorrow full of possibilities for everyone

Through our business model, we are using the transforming power of new communication and information technologies, with the ambition of contributing to positive social change and to the productivity of companies and institutions, through connectivity and entertainment products and services that seek to add socio-economic, technological and environmental value for customers and stakeholders.

Our model is based on four pillars that interact and reflect who we are and where we operate, the main assets we have, the strategy we define and finally, through the set and integration of these elements, the value we generate and share with our stakeholders.

The representation of the model provides an overview of our approach to value creation in its various dimensions, the elements of which are detailed throughout the Report according to the pages referenced.

This model is supported by an enlightened leadership, responsible and attentive to the context conditions, careful management of resources, an ambitious strategy and a culture of compliance and effective approach to risks and opportunities. We seek to ensure that the positive and negative impacts generated by our activity and induced throughout the value chain, achieve a positive, transformative, and sustainable global balance.

A DYNAMIC VALUE CREATION MODEL

The model reflects our dynamism and capacity to adapt to the increasingly complex context conditions as a result of recent events, reflected in a chanqe in the macroeconomic and geopolitical environment. The increased awareness that the environment can change rapidly , leads us to recognise it as an integral component of the representation of our maintenance and value creation process, as it strengthens our strategic bet on an agile operating model capable of adapting to the challenges posed, ensuring the best possible value balance.

Pages 25-27

Strong financial balance

and investment capacity

Highly motivated, diverse

and skilled employees

Future-proof mobile

and fixed network

Business partners

Strong and

that take us further

Pioneers in innovation

well-established brand Largest network of

cinemas in Portugal

ESG framework

Integrated and differentiating

and digital transformation

60

(li

123

-6

li

NY

L و- ق

日常

Our strategic priorities structure our activities and respond to the challenges and opportunities of the context in which we operate, allowing us to evolve within a logic of creating shared value.

Our activities impact our stakeholders, creating a stimulus for constant positive transformation.

2.2. Who We Are and Where We Operate

From heart to action, for a future more connected to the world and to everyone

2.2.1. Our essence

Our essence, expressed in our purpose, mission and vision, is at the heart of everything we do. It is the heart that guides our action, customer-centric, but focused on driving society as a whole, in a value sharing based on connectivity and the transformative impulse of new technologies. This essence is reflected in our values, which translate the way we want to conduct our activities, in a bold, inspiring, and responsible way towards our stakeholders, the planet and society, attentive to the present, but inspiring us for the future.

PURPOSE, MISSION, VISION

PURPOSE

WHY WE EXIST

We exist to bring more life, expanding all possible and imaginary connections. We work every day to build an increasingly competent, efficient, and innovative NOS, prepared to lead in the new technological wave that is approaching. NOS will be an increasingly customer-centric company, with a digital mindset, proud of its future proof technology, recognized for its ability to innovate and execute, distinguishing itself through its strong and bold culture.

MISSION WHAT WE DO

Our mission is to connect people, companies, and institutions, to everything and everyone, providing the most advanced technologies to deliver the best experience, surprising and building empathic and transparent relationships with our customers. We always act with ambition, an attitude of challenge and transformation of the present, with the future as inspiration and with the creation of value for society as our ultimate goal.

VISION WHERE WE WANT TO GO

We want to be the engine of Portugal's transformation into a better society, in which everything and everyone will be connected to everything and everyone in extraordinary ways

NOS' VALUES

THE CUSTOMER IS OUR COMMITMENT

  • · We improve the customer experience every day, putting the customer at the centre of our thinking, decision, and action;
  • = We build a transparent and integral relationship, simplifying customer interaction.

WE HAVE THE WILL FOR MORE

  • We have the will to lead, always do better and go further;
  • We operate with the determination and enthusiasm necessary to achieve success;
  • We are action-focused and act quickly.

WE DO WHAT NOBODY DID

  • We anticipate the future and change. We challenge the status quo, valuing different opinions;
  • = We have the courage and enthusiasm to try fresh solutions, without fear of failure and learning from mistakes.

WE ASSUME RESPONSIBILITY

  • We do what must be done with integrity;
  • We act based on trust and encourage sharing, creating a collaborative work environment;
  • · We have autonomy and we know how to assume individual and collective responsibility for the options and decisions.

WE VALUE OUR PEOPLE

  • We invest in the development of our potential and learning;
  • We take advantage of the opportunities we create and acknowledge achievements and merit.

WE BUILD A BETTER FUTURE

  • · We create with impact, generating value for us, for all those to whom we are connected and for the community;
  • We contribute, through our actions, to the resolution of environmental and social challenges.

"FUTURA-TE" SESSIONS

The NOS Values project the attitude that we want to reflect in everything we do, in order to support the growth and value sharing goals that we want to achieve. After their approval, in 2021, following the definition of the current strategic cycle that came into force in that year, these values were, during 2022, the target of disclosure among employees, through the "Futura-te" initiative, a campaign of "acculturation" to help understand and capture them and their relationship with the strategic axes and our purpose. The values, such as the purpose, mission, and vision, are also available for consultation on the intranet and in the institutional area of our website.

2.2.2. Activity and portfolio

Our Business Areas 1

We are the largest telecommunications and entertainment group in Portugal.

(1) More detailed information about our areas of activity is provided at note 1 and note 50 of the Consolidated Financial Statements

TELECOMMUNICATIONS

NOS Comunicações offers state-of-the-art fixed and mobile solutions for television, internet, voice, data, and IT for all market segments - Residential, Private, Corporate and Wholesale. It is an operator with convergent product offers whose main objective is to provide the best user experience throughout the country (Portuguese market). In the corporate market, it offers a broad portfolio of telecommunications products and services, with solutions tailored to each sector and business of varied sizes, complementing its offer with ICT, IoT and Cloud services.

NOS has been developing some adjacent businesses in addition to its core services, namely the new "NOS Alarmes" operation launched in partnership with Securitas Portugal, the targeted advertising business, "Playce" and a line of equipment, travel, and invoice insurance.

MEDIA AND ENTERTAINMENT

NOS Cinemas, with 214 screens, is the leader in national cinema exhibition, as well as in the exhibition of alternative content in cinema venues (opera, ballet, theatre, football, concerts and other events, live or delayed), being the first chain in Europe to become fully digital and one of the first worldwide to use technologies such as IMAX, 4DX, XVision and ATMOS.

NOS Audiovisuais operates in the audiovisual distribution market. It is the main content distributor in the Portuguese market and ensures, through the acquisition and management of exhibition rights, the distribution of films and series from independent producers and major studios, for cinema, audiovisual platforms, and television.

JOINT-VENTURES

NOS also established joint ventures with strategic partners, in order to leverage the content business.

THE NOS UNIVERSE 2

Our portfolio of companies allows for greater specialization of our activities and the optimization of the management of our resources.

2.2.3. Governance model

Shareholder Structure

(2) More detailed information about the companies included in our portfolio is provided at note 50 of the Consolidated Financial Statements

COMPOSITION OF THE GOVERNING BODIES 3

NOS is headed by experienced and competent structures to effectively define and conduct the lines of action that make up its strategic plan, as well as for the fulfilment of its responsibilities and commitments, within the established performance parameters and quaranteeing the evolution levels that it intends to achieve.

The skills of Board members with executive positions are regularly updated and strengthened through the training offer provided by the NOS Campus Corporate Academy, with emphasis, in 2022, on training in Advanced Analytics (within the scope of the FAAST Program - see more information in 3.3.6 Talent Management of this report).

The Board of Directors of NOS and its committees make up a governance structure attentive to the external environment, as well as the Group's direct and indirect impacts on the environment, and people, seeking to implement responses focused on creating value.

Below we present the Governing Bodies and the Boards and Committees supporting the Board of Directors, and their respective composition on 31st of December 2022.

(3) More information on the structure, composition of the overning bodies can be consulted in points 17, 21,27 and 29 of the Corporate Governance Report, as well as in the respective annex, and on the institutional page of our website.

COMPOSITION OF THE BOARD OF DIRECTORS

On December 31st, 2022

Jorge Graça
Chief Technology Officer, CTO Executive Board
Member
Manuel Ramalho Eanes
Executive Board Member
Filipa Santos Carvalho
Chief Compliance Officer, CCO
Executive Board Member
Daniel Beato
Executive Board Member
First appointment: 16 April 2016 First appointment: 1 October 2013 First appointment: 15 January 2021 First appointment: 15 January 2021
No. of terms of office: 3 No. of terms of office: 4 No. of terms of office: 2 No. of terms of office: 2
Responsibilities
Quality & Transversal Projects;
Mobile & Fiber Centric;
Operations;
Information & Innovation Services.
Responsibilities
Centre for Business Transformation
Business Solutions
B2B Direct Sales
-
Corporate Channels
-
Wholesale
Responsibilities
General secretary
Audit, Risk and Compliance
Market & Customer Intelligence
Legal and Regulation
Responsibilities
Brand & Communication
B2C Segment Management
B2C product
B2C Sales
CRM and Customer Experience
Member of the following Committees Member of the following Committees Member of the following Committees
Corporate Governance and Sustainability Committee
(Member)
Member of the following Committees
Telco experience: 18 years Telco experience: 24 years Telco experience: 25 years Telco experience: 16 years
Ana Rita Rodrigues António Lobo Xavier Catarina Van-Dúnem Cláudia Azevedo
Non-Executive Board Member Non-Executive Board Member Non-Executive Board Member Non-Executive Board Member
First appointment: March 23, 2020 First appointment: 1 October 2013 First appointment: 27 November 2012 First appointment: 1 October 2013
No. of terms of office: 2 No. of terms of office: 4 No. of terms of office: 5 No. of terms of office: 4
Member of the following Committees
Audit and Finance Committee (Member)
Member of the following Committees
Ethics Committee (Chairman)
Member of the following Committees Member of the following Committees
Corporate Governance and Sustainability Committee
(Chairwoman)
- Appointments and Assessments Committee (Member)
Telco experience: 10 years
Corporate Governance and Sustainability Committee
(Member)
Telco experience: 10 years
Telco experience: 13 years Telco experience: 10 years
Cristina Marques João Torres Dolores Eduardo Verde Pinho
Non-Executive Board Member Non-Executive Board Member Non-Executive Board Member
First appointment: March 23, 2020 First appointment: 16 April 2016 First appointment: April 21, 2022
No. of terms of office: 2 No. of terms of office: 3 No. of terms of office: 1
Member of the following Committees Member of the following Committees Member of the following Committees
- Audit and Finance Committee (Member) - Audit and Finance Committee (Chairman)
Appointments and Assessments Committee (Member)
Telco experience: 6 years Telco experience: 12 years Telco experience: 1 year

COMPOSITION OF THE STATUTORY INDEPENDENT AUDIT BOARD

On December 31st, 2022

José Pereira Alves
Chairman of the Statutory Independent Audit Board
Patrícia Teixeira Lopes
Statutory Independent Audit Board Member
First appointment: 8 May 2019 First appointment: 26 April 2016
No. of terms of office: 2 No. of terms of office: 3
Member of the following Committees Member of the following Committees
- Ethics Committee (Member)
Telco experience: 4 years Telco experience: 7 years

COMPETENCE MATRIX OF THE BOARD OF DIRECTORS

Paulo Mota Pinto
Statutory Independent Audit Board Member
Ana Luisa Fonte
Statutory Independent Audit Board Alternate Member
First appointment: 21 April 2008 First appointment: 8 May 2019
No. of terms of office: 5 No. of terms of office: 2
Member of the following Committees Member of the following Committees
Telco experience: 15 years Telco experience: 4 years

The members of each of the Governing Bodies are elected for a period of 3 years. With the year 2022, a new term began, 2022-2024, following the Shareholders' General Meeting held in April, and the corresponding election process. As part of the preparation of the new term, the NOS' Board of Directors carried out, in 2021, a self-assessment4 of the functioning of this body and the respective internal committees, seeking to ensure an increasingly efficient and informed performance, as well as ensuring that issues, such as gender diversity, skills and representativeness, are viewed with due priority and addressed within these bodies.

Also, within the scope of preparing the new term, the set of policies and regulations that support the functioning of the various Corporate Governance Bodies and respective committees, was reviewed, and approved, always with a view to further updating, and strengthening alignment with the best governance practices. Within the scope of these processes and adjustments, we highlight:

CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE 5

The Corporate Governance and Sustainability Committee derives from the pre-existing Corporate Governance Committee, corresponding to an extension of the respective assignments, for a more comprehensive role of supporting the Board of Directors in the performance of its function of supervising social activity in matters of corporate governance, rules of conduct and social, environmental and ethical responsibility, as well as in matters of sustainability, and in the study and recommendation of policies and procedures that guide the Board's activity in accordance with national and international standards and best practices in these matters.

INTERNAL POLICY FOR SELECTING MEMBERS OF THE MANAGEMENT AND SUPERVISORY BOARDSS

The Internal Policy for the Selection of Members of the Management and Supervisory Boards was approved in March 2022, with the objective of, in line with the best corporate governance practices, establishing the criteria and requirements to be considered, regarding the profile of new members of governing bodies. The criteria consider, in addition to individual attributes such as skill, independence, integrity, availability and experience, appropriate to the role to be performed, collective diversity

requirements (with special focus on qender diversity), which together contribute to the excellence of the performance of the governing bodies and balance in its composition.

These criteria, defined by the Corporate Governance and Sustainability Committee, must be taken into consideration by the NOS Appointments and Assessments Committee within the scope of the opinions it must prepare in the exercise of its functions to support the Board of Directors on the suitability of a given candidate for the governing bodies.

2.2.4. External environment

The external environment, namely the macroeconomic and geopolitical situation, as well as the legal and regulatory context, constantly influence and challenge us. With an increasingly complex context and aggravated by recent events, being able to analyse and react quickly to external developments, through processes such as risk analysis, assessment and management, and strategic planning, is increasingly crucial to ensure the success of our operations.

ATTENTION, QUICK REACTION AND PROACTIVITY TO THE ENVIRONMENT 7

Attention, quick reaction and proactivity to the environment, has been an ever-present characteristic of NOS management, allowing not only to be influenced and challenged by it, but also to be an active agent that positively and decisively influences the state of maturity of the telecommunications and entertainment market in Portugal.

Our strategic plan is a dynamic and adaptive agent. As a result of Management's reqular monitoring, it is gradually adapted in view of the stimuli provided by the evolution of the macroeconomic and market context, in order to quarantee an effective response by the Organization to the changes that this evolution entails.

The reinforcement of the strategic bet on the development of new adjacent businesses, which, combined with the offer in the telecommunications sector, allow to complement the solutions offered

(7) More detailed information on the evolution of the external context can be consulted in "3.1.1. Context we influence and that challenge us" in this report

(4) In addition to this self-assessment of the Board of Directors a whole, the Executive Committee are assessed annually, in a process under the responsibility of the Remuneration Composed of two independent members. For this purpose, this committee is supported by an opinion prepared by the Appointments and based on a set of objective and measurable criteria, as explained in greater deali in points 24 and 25 of the Corporate Governance Report

(5) More information on the powers, composition of this committee can be consulted in point 29 of the Corporate Governance Report, and the respective reculation, on the institutional page of our website (Corporate Governance (nos.pt)). The chapter on Resonsible Management includes more information on the role of this and other committees in the management and supervision of ESG impacts.

(6) This policy can be consulted on the institutional page of our website (Corporate Governance (nos.pt)), and more information on the process of selection and appointment of candidates to the governing bodies can be consulted in point 19 of the Corporate Governance Report.

to the market, reinforcing competitiveness and convenience for customers, is one of the consequences of this process. This aspect, provided in the strategy since the beginning of the current strategic cycle (2021-2025), gained added momentum with the launch in 2022 of the Alarms business.

CONTEXT AND TRENDS THAT SHAPE OUR STRATEGY 8

The accumulated effect of the pandemic and the war in Ukraine has generated dynamics of change that have been monitored, assessed, and considered in the continuous and regular process of monitoring the strategic plan, including factors and trends such as:

  • Inflationary pressure and reflections on salary adjustment dynamics, material and equipment costs, interest rates/cost of capital, and cost items in general, aggravated by issues of global security in accessing resources (materials and energy);
  • · Maintenance of constraints in logistics chains, with an increase in associated costs;
  • Constraints in the supply chains, also reflected in the associated costs and which may impact delivery times and the security of supply itself -in addition to the economic aggravation effect, these constraints are likely to generate operational impacts when not weighted properly;
  • = Behavioural changes resulting from the pandemic and increased risk of new pandemic waves;
  • Increased incidence of cyberattacks;
  • · Changes in market dynamics motivated by changes in the players of the national telco sector and by a potential economic recession (real or expected) and consequent effect on consumption patterns;
  • · Neqative cross-cutting effects associated with increased geopolitical tensions and positive effects to the increased relevance of companies' ESG initiatives to all stakeholders.

(8) More information about our strategy available in "2.3.2. Our development and value creation strategy" in this report.

2.3. Our Best Assets and Strategic Positioning

Our assets and strategy are the driving forces behind our ambition to lead a positive digital transformation

2.3.1. A unique combination of differentiating assets.

We have a wide spectrum of valuable and differentiating resources that constitute a crucial activating key of our capacity to stimulate a positive transformation inspired by the future, connecting, and delivering short and long-term value to our customers and stakeholders through a fruitful, responsible, and inclusive digital transformation. It is a unique combination of people, technology, knowledge combined with an innovative spirit, network and other assets that support our activities and ambition, leveraging our success, but also being leveraged by NOS.

Our assets relate to the capitals suggested by the IIRC framework covering the whole spectrum of value it proposes: Financial Capital; Human Capital; Manufactured Capital; Intellectual Capital; Social and Relational Capital; Natural Capital. In some cases, the relationship is univocal asset - capital, whereas in the case of other assets, they cover more than one dimension of value, as referred to in "2.3.2 Our development and value creation strategy " in this report.

STRONG BALANCE SHEET AND INVESTMENT CAPACITY

Strong cash flows and balance sheets, allied to and resulting from a careful financial management that allows us to have the necessary funds to invest in long-term value creation initiatives

FUTURE-PROOF MOBILE AND FIXED NETWORK

Our network, increasingly comprehensive and based on the latest technology, allows us to provide a reliable service with widely recognized quality.

MOTIVATED, DIVERSE AND HIGHLY QUALIFIED WORKFORCE

Our people, who we are committed to qualifying for the challenges of the future, activate our ambitions with their knowledge, skills, motivation, and plurality

BUSINESS PARTNERS THAT TAKE US FURTHER ?

We work closely with a wide range of partners and suppliers, who help us deliver innovative solutions that best serve our customers' needs.

Financial Capital Material Capital Human Capital Relational Social Capital; Material Capital
Strong and stable balance sheet, with a after
leases net financial debt/EBITDA ratio of 1.81x
Investment grade rating with a stable outlook of
BBB by Fitch and BBB- by S&P Global Ratings
Debt cost among the most competitive in
Portugal and in the international sector (average
debt cost in 2022: 1.4%)
Nationwide fixed and mobile network sharing
agreements, maximizing investment and
operational efficiency
5,284 million homes covered with new
generation fixed Gigabit networks (of which
3.350 million with FttH)
99% of the population with 4G mobile network
coverage and more than 87% with 5G network
coverage
Largest 5G network in Portugal with more than
5,840 stations installed
Network with speed, coverage and quality
widely recognized in 2022 (Ookla, Open Signal,
DECO, and other recognitions)
- 1 80310 employees, 1,066 men, 737 women
33% women in management positions and 33%
women in senior management
>75% employees with higher education
- + 6,250 business partners, with operating
philosophy and values compatible with those of
NOS
Ecosystem of strategic partnerships, which
complement our offer with solutions for a better
technological footprint

(9) Information about our main partners is available on our website.

(10) The total number of employees presented diectors, interns, employees of companies whose participation in NOS is less than 51% and cinema workers

PIONEERS IN DIGITAL INNOVATION AND TRANSFORMATION 11

Innovation is a structuring pillar of our business and a constant investment, feeding the evolution and relevance of our offer and the digital evolution of companies and society

LARGEST CINEMA NETWORK IN PORTUGAL

Largest network of national cinema venues, recognized by consumers as a bastion of quality and fully adapted to the digital age

STRONG AND WELL-ESTABLISHED BRAND

Brand awareness is one of the main assets of NOS and reflects our institutional marketing strategy aligned with our purpose and ambition, but above all a reflection of our positive impact and of everything we do

INTEGRATED AND DIFFERENTIATING ESG FRAMEWORK

Sustainability framework with a clear purpose and objectives, deeply rooted in the business and cross-cutting, which drives our development and contribution to the Sustainable Development Goals

Financial Capital Material Capital Relational Social Capital Relational Social Capital
Natural Capital Human capital
NOS 5G fund with €10M capital to invest in 5G-
enabled national start-ups (5 start-ups already
invested in: Reckon, Knok, Kit-AR, DIDIMO and
MindProber)
A partner for the digital transformation of the
Portuguese business fabric, we recently opened
the 5G Hub, to promote innovation and co-
creation of 5G solutions, with 33 solutions
already developed by around 17 partners
Continuous innovation of digital first product
and services (e.q., NOS Apps, first 100% digital
eSIM, Total Wi-Fi solution, generalization of eco-
sims, etc.)
Investment in innovation consistently
recognized, in recent years, as the largest, within
the scope of Portuguese companies (private
sector).12
National coverage through 30 venues and a total
of 214 cinemas.
8 consecutive years in first place in "Consumer
Choice", Digitalisation of the customer
experience, with films search, and ticketing
available online and in the new App
Consistently integrates the national top 10 of
generic advertising recall
Cinemas NOS and NOS Alive distinguished with
"Consumer Choice" consecutively
Strengthened brand position in light of the 5G
performance and global performance of the
mobile network and the consequent
recognitions obtained
ESG performance consistently recognized as
high and above industry average by
indexes/raters such as Moody's ESG Solutions or
CDP's Climate Change program (see "2.4.1.
Recognitions")
Emission reduction targets validated by the
Science Based Targets initiative (SBTi)
More than 20% of NOS' free float is held by ESG
institutional investors
Increased solutions (products/services) with
environmental and social benefits

(11) See moe information about our approach o institutional website and about the appoach o sustainble innractor in "S.S. Ve Genetae Value or the Parel and for a Sustainble (12) According to the latest in invest the most in innovation released by the Directorate General of Education and Sciences (DGEC, No is was released regarding data for 2022.

2.3.2. Our development and value creation strateqy

We face the transforming power of new technologies with ambition and responsibility. We want to continue to be digital leaders in the Portuguese market, particularly in 5G technology and guarantee an increasingly competitive position, centred on the customer and on the technology of the future. At the same time, we recognize the power of technology to combat current environmental and social challenges and therefore we aim to promote a responsible and positive transformation for everyone, placing digitization at the service of social and environmental inclusion and innovation, while managing our activities within an ethical and responsible governance framework.

NOS NEXT GENERATION strategic priorities

The NOS NEXT GEN strategic priorities, systematized into six strategic axes of action, constitute the central element of NOS' development strategy, and reflect the guidelines established for the 2021-2025 strategic cycle.

5G LEADERSHIP

Leading the 5G mobile network experience and value proposition.

Due to its relevance for families, companies and the country, NOS' leadership in 5G is a key element in strengthening the connection with our customers, in the investment in connectivity due to its unquestionable importance and relevance, and in the prominent position at the forefront of a new technological wave that grants operators an even more central role in society. NOS will continue to strengthen its commitment to leading in the mobile network experience, substantially improving its coverage and capacity, as well as maintaining its competitive and differentiating 5G offer, adjusted to customer needs and the 5G technological evolution plan.

DIGITAL EMANCIPATION

Accelerate in a sustainable and structural way the use of digital channels in customer interaction.

We are going throuqh a new era in digital interaction between companies and customers, breaking with traditional channels and decisively accelerating changes in customer expectations and habits. For NOS, digital provides the opportunity to continue reinventing the customer experience and increasingly converge towards a customer-centric model. It is, therefore, a strategic priority to strengthen the commitment to a profound digital transformation, in which digital channels play an increasingly central role.

COMPETITIVE OFFER

Ensuring the offer of products and services adjusted to new market dynamics.

The context in which we operate has accentuated the relevance of connectivity and entertainment services, demanding from NOS an even greater commitment to the quality of service and the distinctive characteristics of its offer. In the cominq years, NOS will maintain its commitment to the excellence of its connectivity services, will continue to evolve its entertainment ecosystem and will provide, at all times, competitive offers that address the different customer segments we serve.

CLOSE RELATIONSHIP

Deepen customer relationships, focusing on a closer and more personalized management.

The strong competitive dynamics of the national telecommunications sector poses a set of base management challenges that require a deepening of the relationship with customers and an incessant search for the introduction of innovative elements, both in terms of the offer of products and services and in terms of the customer experience. In this way, NOS will maintain a firm commitment to strengthening its position as a leading brand, personalizing the relationship with our customers, and investing in pioneering and innovative solutions

VALUE CREATION

Securing additional avenues for value sustainment and growth.

The current macroeconomic environment and the demanding investment cycle that we are going through - namely due to the introduction of a new mobile technology - require an incessant search for new avenues of value creation. In this sense, NOS will accelerate a path of transformation and redesign of business processes with a focus on maximizing efficiency, seeking to increase the return on its investments and exploring new lines of business that capitalize on the advantage that our assets give us.

FOCUS ON PEOPLE

Prepare and empower the organization for current and future challenges.

Maintaining NOS as a benchmark for sustainability and for valuing our employees will require reinforcing the strategic bet on building an organization aligned around a common purpose, with an aqile orqanizational model, with skills for the future and committed to society. We will continue to apply a systematic approach to sustainability, viewing the ethical, social and environmental dimensions as strategic and inseparable factors in the development of the organization and the business. Our

commitment to sustainable development is intrinsically linked to the ambition to be an example of leadership and recognition in sustainability in the sector and in Portugal.

Execution of the strategic plan

The execution of the strategic plan has generated an incredibly positive impact on NOS' most transversal indicators, leading the market growth and presenting a sustained growth of revenues, results, and shareholder remuneration.

In 2022, we continued with the 2021-2025 strategic cycle, with expressive results that attest to the added value of the guidelines and path.

STRATEGIC PILLARS OF SUSTAINABILITY13

We face the ethical, social, and environmental dimensions as strategic and inseparable factors in the development of the organization and the business.

The ESG dimensions play an important role in the 2021-2025 strategic plan, through four strategic pillars of sustainability: (i) on behalf of the planet; (ii) for a digital future; (iii) more for our people and (iv) ethical and responsible management.

The commitments assumed within the scope of our sustainability vision, expressed in these four pillars, articulate with the areas of action inherent to the NOS NEXT GEN strategic priorities , in particular the strategic priority that aims to "Prepare and empower the organization for current and future challenges", in a mesh of actions that start from the business and the customers, but provide a broader base of value, to stimulate a positive transformation inspired by the future.

STRATEGY ALIGNED WITH THE SDGS

Each strategic pillar of sustainability encompasses commitments and goals that contribute to and are aligned with the United Nations Sustainable Development Goals (SDGs) 14, contributing more actively to 11 of the 17 goals, as they are that are most intertwined with our activity and positioning and, therefore, on which we can add more value.

Progress in meeting these commitments and targets allows us to systematically mirror our contribution to the SDGs, although it is complemented by several other initiatives, which are described throughout this report.

TAKING THE LEAD 5G LEADERSHIP DIGITAL EMANCIPATION Leading in the value Accelerate in a sustained and structura propositionand experience manner the use of digital channels of the 5G mobile network for customer interaction లో 9 200 Competitive offer Close relationship Value creation cus on pe Guarantee an offer of Deepen the custome Ensuring additional products and services relationship, investing avenues for value creation le organization for
urrent and future
adiusted to the new in a closer and more and growth market dynamics personalised management ENSURE COMPETITIVENESS TRANSFORM WITH RESPONSIBILITY 6 45 RE FOR OUR PEOPLI Stimulating a positive transformation inspired by the future STRATEGIC PLAN 2021-2025

2030, when compared to 2019. It is important to his context, the base year comparison has been updated to align with the targets already validated by SBTi

(14) Sustainable Development Goals - UN Portugal (unric.orq)

(13) After defining, at the end of 2020, the goals associated with each strategic sustainability pillar for the 2021-2025 cycle, the energy efficiency goal established for 2030 was meanwhile achieved, approximately 10 years earlier, infrastructure modernization and energy efficiency measures. Thus, NOS established new targets in 2022, committing to reduce by 70% the total energy consumption per data traffic by 2025 and 80% by

SDG PILLAR COMMITMENT STRATEGIC TARGET LEVEL STATUS 2022
ON BEHALF OF
THE PLANET
Increase the energy efficiency of
the operation
Reduce the energy consumption of the
telecommunications service per data
traffic by 70% by 2025 and 80% by
2030, compared to 2019
Energy efficiency: in 2022, we adopted a new energy efficiency indicator, more suited to our current operation (telco service
energy consumption per data traffic) and defined a more ambitious goal for its reduction.
Lead
unequivocally in
combating
climate change
and in the circular
use of resources,
positively
influencing the
entire value chain
We activated advanced Power Saving Features of the 5G network, launched a program to optimize the air conditioning of
technical rooms and continued to implement the mobile access network sharing program, which will reduce consumption
compared to a business-as-usual scenario. The expansion of the 5G network, which is still not fully
used, increased the energy consumption ratio by 10% compared to 2021, however, it is 47% below the base year figure (2019).
Use renewable electricity to
meet our consumption
Consume 100% of renewable electricity Renewable electricity: it is NOS commitment to consume, in its own operations, 100% of electricity produced from renewable
sources. However, due to the exceptional circumstances verified in the energy market throughout 2022, we were unable to fully
achieve the target this year, having consumed 81% of electricity with renewable certification.
Reduce the carbon footprint in
line with climate science
Reduce the own operation's carbon
footprint (scope 1 and 2 emissions) by
90% by 2030, compared to 2019
(Science-Based Target approved).
Scope 1 and 2 emissions: In 2022, own operation emissions decreased by 59% compared to the previous year. The reduction
was 68% compared to the base year of 2019, surpassing the performance aligned with a linear trajectory for meeting the
intermediate target for 2025 (-80%) and the SBT defined for 2030 (-90%). This evolution was mainly due to the consumption of
electricity with certification of renewable origin, which reduced scope 2 emissions by 68%, compared to 2021.
Reduce value chain carbon footprint
(Scope 3 emissions) by 30% by 2030
compared to 2019 (Science-Based
larget approved).
SMILI/ Scope 3 emissions: Total scope 3 emissions decreased by 4% compared to 2021, standing 6% below the figure in the SBT base
year (-30% until 2030, compared to 2019). The reduction was mainly due to the improvement in the energy efficiency of
equipment placed on the market, which reduced emissions from the use of our products and services.
Contribute to the reduction of
emissions in the economy
Reduce, by 2025, customer emissions
through our products and services, in an
amount greater than the emissions of
our own operation.
Contribute to reducing emissions in the economy: we continued to expand our portfolio of products and services that reduce
customer emissions, with new communications and collaboration, cloud and data centre, Internet-of-Things, and analytics
solutions. In 2022, these solutions represented 9,3% of turnover in the corporate customer segment
Promote the circularity of NOS
business through the reuse,
resale or recycling of network
and customer equipment
Increase, annually, the level of circularity
between 2022 and 2025
////// Circularity: We maintained the operation of collection, refurbishing and reuse of fixed service resulpment
(TV boxes, routers, and hubs), ensuring the collection of 86% and the reuse of 48% of disconnected equipment. We also
continued to sell refurbished smartphones. In our own operation, we reached an overall 98% recovery rate of the waste
generated and we strengthened the programs to reduce the consumption of materials in the
logistics operation, where we avoided the use of 13.7 tons of plastic and paper.

SDG PILLAR COMMITMENT STRATEGIC TARGET PRUJKESS
LEVEL
STATUS 2022
FOR A DIGITAL
FUTURE
Generalize digital access by expanding network and
service coverage.
Increase the percentage of population covered
with 4G/5G by 2025
The year 2022 contributed decisively to increasing access and digital inclusion: today we are
the largest 5G network in the country, with a 5G coverage rate of 87% of the Portuguese
population. High-speed coverage (>1 Gbps), available to more than 60% of the population,
contributes to the use of applications that benefit personal and business communications.
Promote the digital
transformation of
Increase network resilience and emergency
situations response in general.
society, through
democratic access
The optimization and resilience of service infrastructures continued to be a priority, with
initiatives centred on improving the physical layouts of the network, service platforms and
to technology and
the inclusion of the
Define a program focused on promoting digital energy.
most vulnerable
audiences.
literacy and access to technology for vulnerable
groups.
We continued expanding 5G equipment to lower price ranges, democratizing access to this
technology.
Define a program aimed at training young people
and professionals in the digital skills of the future.
lmpact 10,000 people through programs to
promote digital literacy and digital skills training
for the future, by 2025
VIIIN We have improved the wi-fi experience with new solutions, and, in response to the growth
of digital insecurity, we have created solutions for a safer use, and more defensive in the face
of digital risks.
Develop P&S offer for market segments with less
economic capacity, or customers with disabilities.
In the area of digital literacy, we launched the "Projeto ZER01 Entra na lógica da
Computação", a program for teaching computing in 1st and 2nd cycle schools (1st to 6th
grade), with which we want to impact 10,000 people by 2025.
Inform and raise awareness about security and
privacy in the use of products and services.
We innovated by providing solutions with environmental benefits, such as the eco-rating of
NOS products & services, the eSIM and Eco sim.
Implement, through new technological solutions, a Our portfolio of services for the sustainable transformation of companies continued to grow,
with new solutions in the areas of cybersecurity, or remote assistance, with services that
apply augmented reality technology, contributing to the dematerialization of the economy.
P&S offering that responds to social and
environmental challenges.
500,000 objects linked by loT solutions with VIIIN We continued with the smart cities projects, highlighting in 2022 the projects in the
municipalities of Barreiro and Pombal, which contribute to low-carbon urban environments,
and safer and healthier communities, and to the development of projects funded by the
Recovery and Resilience Plan in the area of the Green Agenda, which aims to strengthen
environmental or social benefits, by 2025 innovation to accelerate the green transition.
Promote the sustainable development of
companies and institutions through their digital
transformation.
In the area of promoting a more sustainable future, we also highlight the protocol signed with
«Nova School of Business & Economics (Nova SBE), to implement the Data for a Better Future
Initiative (DfBF) project, created to place Data Science (data analytics) at the service of a more
sustainable future society.
SDG PILLAR COMMITMENT STRATEGIC TARGET PROGRESS
LEVEL
STATUS 2022
3 AND MELL-BENG
-Wo
EDUCATION
MORE FOR OUR PEOPLE
Positioning NOS as the best
company to work for,
promoting diversity and
inclusion, and equal
opportunities, as well as
people's physical and
emotional balance.
Promote equal opportunities for personal
and professional development for all
employees and ensure a rigorous,
transparent, constructive, and meritocratic
performance assessment.
Improvement of the employee satisfaction index 실시/상 We aim to be one of the best companies to work for, promoting the professional and personal
development of our talent; and apply the principles of equality, diversity, and inclusion in the
management of our human capital. The result of 83% in the general satisfaction index of our
employees, which registered an increase of 3 percentage points compared to the previous year,
loui
ಲ್
Promote diversity, in its different
dimensions, and foster a mindset of
inclusion in NOS.
Increase in the number of women in management
positions (= or > manager), by 2025
sing as well as the pride index of working at NOS, with 85%, validate the achievement of the
commitments and targets established.
Focused on attracting and retaining the right talent for the development of NOS, we have
redefined our way of working, with changes in workspaces with the aim of adapting them to
more digital, agile, and flexible ways of working.
Redefine the health and well-being program
to increase the impact on promoting
healthy living in a sustainable way.
In 2022, we restructured and relaunched our development and training area, NOS CAMPUS,
taking learning in the organization to another level. In a total of 34,547 hours, 39% more than
in the previous year, training covered 93% of the organization. The promotion of equality and
diversity was also an area of focus, with the following results: 33% of management positions
are held by women (an increase of around 2 % compared to 2021).
We have redefined our health and well-being program with the launch of the NOS VITA
Program
SDG COMMITMENT STRATEGIC TARGET PROGRESS
LEVEL
STATUS 2022
5 SERVER
Q
PILLAR
ETHICAL AND
RESPONSIBLE
MANAGEMENT
To be an example in the
implementation of best
management practices,
with a focus on ethics,
governance, risk
management and
continuous assessment of
the supply chain
Promote reflection on the current
government model in line with the best
practices of structure, evaluation,
independence, over presence and
diversity, namely of gender and
experience.
Positive evaluation of employees on the company's ethical
performance between 2022 - 2025.
In 2022 we continued to meet the commitments of the various policies and codes that form
our sustainable management system, supported by a governance model that incorporates
the management of ESG topics, and which is aligned with good practices in terms of
structure, assessment, independence, and diversity. Board of Directors, Executive
Committee and various committees are the governing bodies with responsibilities in ESG
management.
2 Oksuvrate
CO
Acting ethically and responsibly with
our employees, customers, suppliers,
and business partners.
Environmental and social evaluation of 100% of the risk
suppliers by 2025.
SMILL/
VIIIV
The risk management system, with its risk mapping routine, and prevention and mitigation
measures, is also a relevant contribution to our compliance with ethical and responsible
management.
We continued to promote training on ethical behaviour among employees and partners. In
addition to e-learning on the subject, with around 98% of employees trained, we promoted
Promote the reduction of
environmental impact and ensure the
compliance with social criteria in the
supply chain.
"Let's talk about Ethics", a set of open sessions for sharing knowledge about business
ethics.
In order to improve the evaluation of suppliers in the ESG domains, in 2022 we started the
parameterization of the evaluation tool.

2.4. The value we generate for all stakeholders

We share a constant drive for positive evolution with our stakeholders, a comprehensive and real focus.

Our business model, integrated by our strategy and reserces povide advartages and allows us to guaratee a positive balare of the impacts on activities, poviding econnic, technological, and scial rale to customers, snewsk of partner and supplies, and associety in general. Through careful management of pricities, issus and adequate montring processes, we are able to the transmation and share a constant cive or postive evolution, continution continution portibution contibuti United Nations Sustainable Development Goals.

2.4.1. Recognitions

Validation of the value of our efforts and strategic guidance

Our efforts and strategic bets have been consistently recognised, validating the path we have been following and the work of the entire NOS team. In 2022, we obtained the first distinction awarded to 5G technology in Portugal, in line with our ambition to be leaders in this field, in a year in which the global quality of our network was widely recognized, while we continued to obtain recognition at various levels.

We continued to be recognized by private consumers, and other entities, in terms of innovation and ESG performance. These recognitions motivate us and are an expression of the value we seek to bring to everything we do.

MARKET RECOGNITION - SPECIALIZED TECHNICAL REVIEWS

Fastest 5G network according to Ookla ®15

Ookla® awarded NOS as the operator with the fastest 5G network in Portugal. This was the first 5G distinction awarded in Portugal, having been based on the results from an extensive data analysis, collected using more than 73 thousand tests carried out by users of the Speedtest® platform, belonging to the three operators, during the first half of 2022.

This distinction followed another regarding network speed in general, where NOS was also recognized with the award for the fastest network in Portugal, in the second half of 2021.

Most awarded mobile experience in Portugal according to Opensignal16

In the February 2022 Portugal Mobile Network Experience Report, Opensignal, which evaluates the mobile network user experience of the main operators worldwide, crowned NOS as the most awarded operator in the mobile network experience evaluation in Portugal. The study took place between September 1 and November 29, 2021, evaluating the experience of the three national operators in seven categories: Video experience; Gaming experience; Voice app experience; Download speed experience; Upload speed experience; 4G Availability and 4G Coverage.

(15) NOS has the fastest 5G network in Portugal

MARKET RECOGNITION - CONSUMER VOICE

Best of the DECO PROTESTE "Mobile Internet" test 17 - 2nd Consecutive Year

The classification 'Best of the Test - Mobile Internet' by DECO PROTESTE, was obtained according to the results of the last national comparative study of the QualRede application, which is based on the evaluation of the tests carried out by the users of that platform, more than 50 thousand measurements, between May 2021 and April 2022. The leadership position reflects the overall score for the download speed and upload speed, quality of internet browsing and viewing of streaming content parameters.

8th consecutive year of recognition of Cinemas NOS Consumer Choice

The 2022 Consumer Choice award, managed by ConsumerChoice – Consumer Satisfaction Evaluation Centre, recognized NOS cinemas for the 8th consecutive year, based on consumer evaluation, through the level of satisfaction or recommendation given by customers.

2022 Product of the Year18

Once again, the Portuguese attested to the innovation and quality of NOS' telecommunications and entertainment services and offers, in the 18th edition of the "Product of the Year" selection.

NOS was distinguished in all four categories for which it applied: Telecommunications Experience, with the offer of the most advanced Mobile Network; Wi-Fi Signal Amplifiers, with the Power Wi-Fi solution; Box Android TV, with New Android TV NVIDIA Shield TV; and in the App TV category, with the NOS TV App. The Product of the Year is an award promoted in more than 40 countries around the world, and awards products that stand out for their innovation and with a direct vote from consumers.

PARTNERS RECOGNITION - TECHNOLOGICAL PARTNERS 19

CISCO Gold Partner | AWS Advanced Consulting Partner | Google Premier Partner

Maintained/renewed the maximum level of partnership by various technological partners, which attests to NOS' commitment and capacity to implement, with quality, joint solutions, adapted to the specific needs of customers, guaranteeing their satisfaction and a growing and sustained market base.

Cisco Customer Experience Specialized Partner

This specialization, obtained for the first time in 2022, proves the technological skills and capabilities of NOS sales and service offering, essential for providing sophisticated and value-added Cisco solutions.

.1 1.1 1. CISCO Partner

(17) NOS mobile internet is the best in the country (18) Portuguese prefer NOS offers

(19) Technological Partners

PARTNERS RECOGNITION - ASSOCIATIONS

Best Contact Centers 202220

APCC Portuguese Association of Contact Centers (APCC)

NOS was once again recognized in the scope of customer service and in the "Telecommunications" category, in the 2022 edition of the APCC Best Awards Trophies:

  • 1st Prize Gold Line 16100 (Corporate service) Randstad | NOS
  • 2nd Prize Silver Line 16990 (Consumer service) Randstad, Manpower and Rhmais | NOS

These awards aim to distinguish the organizations that stood out in the adoption of Good Organizational Practices in the activity of Contact Centres in Portugal, both in terms of strategic, operational, and technological management, and in terms of human capital.

Top of Mind Call Centers Trophies 21

NOS was also awarded in the "Top of Mind" category in the Call Center trophies, an initiative by Abilways Portugal and Call Center Magazine. These trophies, presented during the Global Contact Center congress, in November, award companies that distinguished themselves during the year in terms of excellence in customer service, also contributing to the credibility and qualification of the sector in Portugal.

The Top of Mind Brand trophy means that, for those surveyed, the Company stands out for the quality of the service provided.

NOS Procurement: Impactful Business Orientation EIPM-Peter Kraljic Awards22

Recognition obtained within the scope of the 13th edition of the EIPM-Peter Kraljic Awards. Since 2010, these awards have recognized procurement organizations around the world for their best practices and exemplary nature.

The recognition NOS Procurement: Impactful business orientation distinguished the Group's procurement practices, based on the analysis and scores provided by the responses to the various dimensions and criteria of the model of excellence that serves as the basis for selecting the winners, translating into the recognition of the following attributes:

  • The procurement team operates with a business mindset that contributes to revenue generation with various projects that offer unique advantages to the company and its customers.
  • Contributes to the establishment of partnerships with a significant impact on the business. For example, supporting the creation of an Ecosystem around 5G technology to unlock its value, an ecosystem that includes start-ups, suppliers, and other partners.
  • Collaborates, within the scope of its assignments, towards the implementation of circular sustainability initiatives with an impact on customers' hardware.
  • Continuous improvements are driven by frequent and systematic periodic feedback from stakeholders and suppliers, which the management processes in place help to capture and incorporate.

(20) APCC awards the best Contact Centers (apcontactcenters.org) (21) Who are the 2022 Call Center Trophy winners? Find out here! (distribuicaohoje.com)

(22) Winners of the 13th edition of the EIPM-Peter Kraliic Awards for Excellence – EIPM

ESG RECOGNITION

CDP23

NOS was assessed by CDP – Disclosure, Insight, Action with an A score (the maximum score) in terms of performance and transparency in the fight against climate change (CDP Climate Program), ranking among the four best participating Portuguese companies. A score was a distinction only achieved by 283 organizations out of a total of 18,700 assessed in 2022, which places NOS above the average of companies in the Media, Telecommunications and Data Center Services sector and the average of European companies.

This is the third consecutive participation by NOS in this assessment, with its indicators showing an improvement compared to 2021 (including the maximum score in several criteria, namely in terms of inventory, emission reduction and targets, climate risk management and governance of the topic in the organization), cementing the company's performance at the Leadership level (evolution from A- to A).

This distinction is in line with NOS' ambition to lead in the fight against climate change and in the circular use of resources, positively influencing the entire value chain. It should be recalled that, in December 2021, NOS saw its emission reduction targets approved by the Science Based Targets initiative (SBTi). These targets include reducing, by 2030, 90% of greenhouse gas (GHG) emissions in its own operation and 30% in the value chain, compared to 2019.

BLOOMBERG GEI

NOS is part of the list of members of the Bloomberg Gender-Equality Index (GEI) for the second consecutive year, with an above average score and an increase of 19.41 percentage points compared to the previous year.

In the GEI 2023, NOS obtained a score of 84.11%, standing out against the global average of the index (73%), the Communications sector (73.53%) and the participating Portuguese companies (81.77%). This result reflects the company's commitment to equal treatment and opportunities for all its people, reflected in the Gender Equality Plan and in the NOS Statement of Commitment to Diversity and Inclusion.

MOODY'S ESG SOLUTIONS

In the 2022 edition, NOS strengthened its position at the "Advanced" level, with a score of 66 out of 100, an increase of three points compared to 2021, which reflected a generalized improvement in all aspects assessed: Environment, Social and Governance (ESG), and especially in Social.

MOODY's ESG Solutions

Bloomberg

Gender - Equality

Index

2022

The qlobal rating obtained, positioned NOS as the fourth best ranked company in the telecommunications sector in Europe, within the scope of this assessment, in which Moody's ESG Solutions analysed 1 623 companies at European level, 31 of which in the telecommunications area.

SUSTAINALYTICS24

In October 2022, NOS obtained an ESG Risk Rating of 15.0, assessed by Sustainalytics as having a "Low" risk of suffering material financial impacts from environmental, social, and corporate governance factors. The risk level decreased compared to the previous year (19.4, also at the "Low" level), recognizing the continuous improvement.

(23) NOS is the 4th European Telco with the best ESG rating according to Moody's ESG Solutions

01 INTEGRATED Management REPORT

/3 WE GENERATE VALUE

/ 3 FOR THE BUSINESS WITH EVERYONE IN MIND

님 않 약 없 냉 영

73
74 77

3.1. Sustainable Generation of Results and Value for our Shareholders
3.1.1. Context that influences and challenges us
3.1.2. Operating and Financial Results
3.1.3. Shareholder Return
3.2. Value for Customers and for a More Evolved Society
3.2.1. Leading the 5G technology wave and expanding its potential
3.2.2. NOS, a strong Brand
3.2.3. Optimize value creation for the consumer segment
3.2.4. Optimize value creation for the corporate segment
3.2.5. Products and Services with Environmental and Social Benefits
3.2.6. Safety in the use of products and services
3.2.7. Customer and Digital Centric Excellence
3.2.8. Leadership in Next Generation Networks
3.3. We generate Value for Our People 84
3.3.1. Connected to our people and to current and future challenges 84
3.3.2. Our human capital 84
3.3.3. Diversity and Inclusion 85
3.3.4. Remuneration and benefits 87
3.3.5. Safety, health, and well-being 87
3.3.6. Talent management 89
3.3.7. New ways of working 91
3.3.8. Reorganizations 91
3.4. We generate Value for Our Business Partners 92
3.4.1. Supply chain and boosting the local economy 92
3.4.2. Ethical and responsible supply chain management 92
3.4.3. An investment in joint growth and improvement 97
3.5. We generate Value for the Planet and for a more Sustainable Society 98
3.5.1. Climate and Energy 98
3.5.2. Circular Economy 109
3.5.3. Other Environmental Impacts 113
3.5.4. Promoting Sustainable Innovation 114
3.5.5. Promoting inclusion and digital literacy 119
3.5.6. European Taxonomy 122

3.5.6. European Taxonomy

3.1. Sustainable Generation of Results and Value for our Shareholders

Operating and financial performance driven by our strategic bet on technological and service quality

3.1.1. Context we influence and that challenge us

NOS' strategic priorities respond to its external environment and to global and national trends. NOS seeks, with the dynamism that characterizes it, to transform challenges and risks into opportunities for growth, generating value in the short, medium, and long term.

Reflecting this attitude, and due to its relevance in the Portuguese telecommunications market, NOS ends up influencing the context in which it operates. This positive influence in an already cutting-edge market has been leveraged by an ambitious investment plan and the leadership role it has assumed in the development of the 5G network in Portugal.

Overview of the national and European telco market with Portugal at the forefront

CONTINUOUS SECTOR INVESTMENT

The Portuquese telecommunications market is at the forefront of the European market. It stands out for its high and continuous investment in the latest technology, with levels above the European average

CAPEX ratio over telecommunications sector revenues (%, Source: Broker Research)

Sector investment is a strong contributor to the national economy. According to ANACOM, global investment in the electronic communications sector corresponds to 3.72% of Gross Fixed Capital Formation in Portugal for the year 2021, a continuous increase over the previous two years.

LEADERSHIP IN COVERAGE AND CONNETIVITY IN THE EUROPEAN CONTEXT

The sector's strong investment, with a strong contribution from NOS, is reflected in the leading position that Portugal occupies in Europe in terms of coverage and connectivity.

In terms of fixed network coverage, it ranks well above the European average, with 91% of Portuquese households covered with next generation networks, with more than 85% of households covered with Fiber.

Strong contribution from NOS for the Portuguese state-of-the-art landscape in terms of network coverage

General Very high-capacity network (VHCN) coverage (FTTH and DOCSIS 3.1 coverage) (% houses, 2021, Source: DESI 2022)

Fiber-to-the-Premises (FTTP) coverage (% households, 2020, Source: EU Digital Scoreboard 2021)

The example in the fixed service is followed by the mobile service. Although it was one of the last countries to launch 5G mobile services, through a prolonged frequencies auction, Portugal is among the countries with the highest percentage of population covered by a 5G network. Based on the latest available public data, reported by the European 5G Observatory25, with reference to the third quarter of 2022, more than 75% of the Portuguese population is covered by a 5G network. A figure that derives from the strong investment by NOS, which reached a coverage of over 87% at the end of 2022, and leadership in the number of 5G stations, according to data released by ANACOM.

Relevant contribution from NOS for the national 5G coverage landscape through strong investment quided by the ambition to be a leader in this technology

25 QR-17-Final-v3-CLEAN.pdf (5gobservatory)

At the same time, the 4G network continues to play a significant role in mobile communications, with almost the entire country covered by this technology, in line with other European countries, maintaining its crucial role while the 5G network is being developed.

In connectivity, Portugal has a unique position, with a high penetration of both fixed and mobile services among the Portuguese, and on a growing trend.

In fixed connections, more than 65% of households have a high-speed fixed broadband subscription, making it the third country with the highest adoption of this type of connections.

Percentage of households with fixed broadband subscription ≥ 100 Mbps (%, 2021, Source: DESI 2022)

In an analysis by type of offers, Portugal is characterized by the strong penetration of bundled services. At the end of the year, 91 out of 100 Portuquese households had bundled services (source: ANACOM, "Serviços em Pacote 3ºT 2022"), with more than 50% of subscribers of bundled services having 4P/5P bundles.

For the remaining services, penetration is also quite high. For the subscription television service, penetration in Portuguese households is 95.7% (ANACOM, "Televisão por Subscrição 3ºT 2022"), while for fixed broadband, the figure reached 90 out of 100 households (ANACOM, "Serviço de Internet em Local Fixo 3°T 2022″).

Fixed services penetration (%, 3rd Q 2022, Source: ANACOM)

In the mobile service, penetration is 122.5 per 100 inhabitants (ANACOM, "Serviço Móvel 3T2022"), considering actual mobile accesses and excluding accesses exclusively related to data services and Internet access (cards associated with PC/tablet/pen/router). Additionally, ANACOM reported that there were, at the end of September 2022, 1.56 million accesses to 5G mobile Internet, which accounts for 16.4% of total mobile Internet accesses in Portugal, one year after the official launch of the 5G network.

With this connectivity and coverage data, it is possible to conclude that the telecommunications sector in Portugal continues, and is increasingly, making the best technology and service available to the country and the Portuguese people, with NOS making a decisive contribution to this reality.

Offer at competitive prices

In addition to the broad coverage of the country, the sector has worked to provide services at more competitive prices. Throughout 2022, a year marked by generally high inflation in consumer products, the prices of communication services, such as fixed voice and mobile voice, remained stable.

On the other hand, and in line with the increasing digitization of society, the price level of standalone fixed internet in Portugal decreased throughout 2022. The average evolution of the 12 months of 2022 in standalone fixed internet prices was -3.1%, being one of the biggest drops among European countries, compared to the increase of the average, at 0.7%.

Annual evolution of standalone Fixed Internet price level

(average evolution of the last 12 months, December 2022, Source: HICP Eurostat)

Eslovénia -9.8%
Croácia -7.3%
Portugal -3.1%
Grécia -2.7%
Polónia -1.8%
Hungria -1.3%
Alemanha -0.6%
Chipre -0.4%
Dinamarca 0.3%
Itália 0.3%
Luxemburgo 0.3%
Eslováquia 0.5%
Bulgária 0.6%
Irlanda 0.6%
Chéquia 0.7%
Roménia 0.8%
Áustria 0.9%
Lituânia 1.2%
França 1.8%
Letónia 1.9%
Bélgica 3.4%
Finlândia 3.6%
U.E.0.7%

CHANGE IN THE MARKET STRUCTURE

On the 30th of September, Vodafone announced the purchase of NOWO, the fourth largest operator in Portugal, by acquiring its owner, Carbonitel. The final decision on the operation is expected to take place in 2023.

MACROECONOMIC CONTEXT

The year 2022 was marked by the existence of an armed conflict in Europe, with the invasion of Ukraine by Russia on February 24th. This event aggravated the increase in prices that had already been observed, and triggered an energy crisis in Europe, in view of Russia's decision to suspend the gas supply to the countries of the European Union. Since 2021, there has been an increase in the price of raw materials in general, including energy, generating a chain effect, and leading to a very generalized increase in the price of goods and services and the consequent increase in inflation.

In view of this situation, national and European government entities have been launching measures to combat inflation and help families and companies, when a slowdown in inflation is not expected in the short term. For its part, the ECB, faced with high levels of inflation, launched a program to increase interest rates, seeking to slow down price increases, which, in parallel with the increase in the cost of products and services, increases pressure on families and companies, with the rising cost of debt.

NOS also launched support measures for cases of economic hardship, providing products, including service bundles. Additionally, it is allowed to make changes to the services regardless of the current contractual situation, includinq its termination. Another solution that seeks to respond to this context is tailor-made payment. All these measures are complemented by the Advice Line.

In view of the pessimistic estimates, the level of consumer confidence has declined, contradicting the recovery registered in 2021.

Consumer confidence index, monthly evolution (balance of external responses, Source: INE)

According to the National Statistics Institute, the average inflation rate in 2022 reached 7.8%.

Despite the challenging context, the national Gross Domestic Product (GDP) grew 6.7%, above the expectations of international organizations (i: International Monetary Fund (IMF), with 6.2%; ii: European Commission (EC) with 6.6%; and ii: Public Finance Council with 6.7%), which compares with a growth of 3.5% for the Euro Zone. The unemployment rate reached 5.8% at the end of the third quarter of 2022, below the 6.1% recorded in the same period of 2021 – Banco de Portugal projects that the unemployment rate for 2022 will be slightly higher and reach 5.9%.

Evolution of Private Consumption (Source: Banco de Portugal)

Evolution of the Unemployment Rate (Source: Banco de Portugal)

For the coming years, the projections of Banco de Portugal point to a slowdown in the growth of economic activity in Portugal. The national entity forecasts a Portuguese GDP growth of 1.5% for 2023, above the forecasts of the European Commission and the IMF, both of 0.7%. After 2023, the economy is expected to expand to around 2% growth in 2024 and 2025.

The labour market is expected to remain stable and maintain an unemployment rate of 5.9% in the period 2023-2025, in line with the expected figure for 2022.

Faced with lower affordability and rising prices, private consumption will grow by just 0.2% in 2023, recovering to 0.8% in 2024.

In terms of inflation, it is expected to remain high in 2023 - an average inflation rate of 5.8% is expected for the next year. The slowdown is expected to continue in the following years, only normalizing to previous figures in 2025, recovering the figure of 2.1% in that year.

REGULATORY FRAMEWORK

NOS monitors the evolution of the general legal and requlatory framework with special emphasis on the sectoral legal and regulatory framework, which is applicable to it, in order to incorporate such rules into its operations and better manage the threats and opportunities that it represents for its competitive position in the respective business areas.

Overall, the fees paid by the NOS Group increased by 13% compared to 2021. This increase was due to the 15% increase in fees paid to ANACOM, which includes payment for the rights to use the spectrum acquired in the 2021 frequency auction.

In terms of regulatory decisions, during 2022 there were several developments that impact or will impact telecommunications operators, which are noted below.

NATIONAL REGULATORY BODIES WITH INTERVENTION IN NOS' ACTIVITIES

NET NEUTRALITY: BEREC GUIDELINES

BEREC (Body of European Regulators for Electronic Communications) has published amendments to the guidelines (LdO) on the implementation of the Net Neutrality Regulation, prohibiting application nonagnostic zero-rating offers.

In this sense, it is no longer possible for offers to include differentiated and/or free plafond (zero rating) for a subset of applications, to the extent that this possibility is not limited to technical traffic management practices, but also includes commercial practices such as price differentiation.

The proposed changes follow the Decision of the Court of Justice of the European Union (CJEU) of 2021, which declared that this type of offer does not comply with the Net Neutrality Regulation, since there is discrimination in the accounting of traffic for the purposes of the general plafond.

No transition period was established for changes to the zero rating offers currently available, leaving the decision on the setting of these deadlines to the national regulators. In Portugal, after public consultation, ANACOM's final decision is pending.

ORAC AND ORAP PRICE REVIEW

ANACOM has decided to lower the monthly prices of the ducts reference access offerings (ORAC) and poles reference access offerings (ORAP). According to the maximum monthly prices of ORAC have been reduced by 35%, while for ORAP the reference is a 20% reduction.

The price reduction was implemented retroactively from February 15th, 2022.

COVERAGE OF WHITE ARFAS IN PORTUGAL WITH NEXT GENERATION NETWORKS

2022 was marked by some progress in the discussion on the coverage of white areas in Portugal, namely with very high-capacity fixed networks (i.e., those where there is no coverage of very high-capacity fixed networks).

In the first half of the year, in May, ANACOM released the public consultation report on this type of coverage in white zones. This consultation was carried out following a request from the government to collect contributions from interested parties on matters associated with the identification and designation of "white areas" and on the options to be adopted regarding the development of this type of networks in these areas, using public funding.

In October, ANACOM submitted to public consultation the relevant documents associated with the future tender for coverage of white areas with high-speed networks, namely the methodology, the tender program and the specifications associated with it. The consultation has now ended, and a decision is pending, with NOS expecting the tender to take place by the first half of 2023.

NEW ELECTRONIC COMMUNICATIONS LAW

In August 2022, the amendment to the Electronic Communications Law (ECL) was published, which transposes the Community Directive establishing the European Electronic Communications Code (EECC), with entry into force on 14th November of most of the measures provided for therein.

The review of the ECL includes a set of new provisions associated with the regulatory framework applicable to the sector, with emphasis on issues related to user rights, such as the specification of special situations in which the operator must grant early termination of the contract without charge to the customer, or allow the temporary suspension of the contract, as well as questions regarding the loyalty period.

In addition to issues related to user rights, the new ECL introduces changes regarding Universal Service, spectrum management, mobile infrastructure sharing and national roaminq, security, co-investment, and symmetric regulation.

ANACOM DECISIONS REGARDING THE ALLOCATION OF NEW FREQUENCY BANDS: 1500 MHZ AND 26 GHZ

During 2022, ANACOM launched a public consultation on the allocation of the 1500MHz and 26GHz frequency bands, seeking to ascertain the market's interest in them.

Based on the comments presented, ANACOM understood that the allocation of the 1500MHz and 26GHz bands will not be a priority in the short term. Consequently, the requlator will consult the market in the future to conclude whether there has been a change in interest in these bands.

SECURITY AUDIT OF ELECTRONIC COMMUNICATIONS NETWORKS AND SERVICES

Since 2019, NOS has been under the provisions of the Regulation on the security and integrity of electronic communications networks and services, Regulation No. 303/2019, under which it is subject to a regular audit process by an external entity. In 2022, ANACOM concluded and approved the process

relating to the first security audit of the networks and services provided by NOS, within the scope of this regulation (consult more information in "A resilient, reliable and available system").

DECREE-LAW ESTABLISHING THE RULES APPLICABLE TO THE FIXED AND MOBILE NETWORKS COVERAGE PLATFORM

Decree-Law 40/12 establishes the rules applicable to the implementation of the coverage information platform for fixed and mobile networks, which will allow the disclosure of information to the public on the coverage of this type of networks.

ANACOM will be responsible for the platform and for presenting a proposal for the technical specifications, while the operators are responsible for uploading the information, which includes the coverage of fixed and mobile networks, coverage via satellite as well as an representation of the integral route of the transport network and access network, and an representation of the maritime route of submarine cables.

FAIR CONTRIBUTION DEBATE

The year 2022 was marked by a heated debate around the possibility of imposinq direct compensation to operators of electronic communications services by OTTs/Big Tech, to finance networks.

The most recent interventions by members of the European Commission indicate the recognition of the existence of market failures that must be addressed in order to promote a more proportional and fair investment in electronic communications networks. As in other European countries, in Portugal, more than half of the traffic is routed through the large OTT networks, most of which corresponds to video streaming traffic, with strong demands on network performance.

OTTs benefit from the investment effort made by operators in networks and digital infrastructures, and in Portugal this effort is evident when one observes that the coverage of very high-capacity fixed networks exceeds 90% (average 60% EU) and 5G network coverage reaches 75% (average 66% EU)

In line with the EC declarations, a new legislative package called the "Connectivity Infrastructure Act" is being prepared, which presupposes the definition of a process for the contribution of Big Tech to the financing of 5G networks, being anticipated, according to statements by Commissioner Breton, that a public consultation may take place in 2023.

3.1.2. Operating and Financial Results

5G Leadership strateqy drives historical RGUs growth, with the quality of the NOS mobile network distinguished numerous times by external entities and customers as the best mobile network in Portugal

Total RGUs (Millions)

In the year of record investment due to the accelerated deployment strategy of the 5G network, NOS achieved positive growth in operational terms, increasing to 10.782 million services provided at the end of 2022, which represents a growth of 4.6% compared to the end of 2021, with a total of 487 thousand net additions.

Mobile Subscribers (Millions)

The growth of mobile subscribers, with net additions of 384 thousand services for a total of 5.734 million, at the end of 2022 largely explains the strong growth of RGUs during the year of 2022. It should be noted that more than 86% of registered net additions of mobile subscribers were post-paid services, with 331 thousand net additions. Total post-paid net additions represent the best performance since 2015.

Pay-Tv (Millions)

In the Pay-Tv segment, 19 thousand net additions were recorded, thus reaching a total of 1.664 million customers. The increase in the customer base is explained by net additions of 42 thousand fixed access customers, more than offsetting the negative trend in satellite customers, with net losses of 23 thousand customers.

Convergent RGUs, % Fixed Access Customers (Millions, %)

Convergent and integrated services achieved penetration of 67.2% of fixed access customers, an increase of 2.8% compared to 2021. Total convergent and integrated customers increased by 6.7% to 1.089 million, with an average subscription of 5.2 services per customer, making a total of 5.645 million convergent RGUs. The positive trend in the penetration of convergent and integrated services also helps to explain the net increases and the good performance achieved in the subscription of mobile and Pay-Tv services.

Broadband and Fixed Voice RGUs also registered a positive performance with net adds of 37.7 thousand and 10.4 thousand, respectively, in 2022, as these services are typically subscribed as an integral part of convergent and integrated bundles.

Broadband and Fixed Voice Subscribers (Millions)

The continuous improvement of the offers provided by NOS has resulted, in 2022, in the increase in the number of services hired by customers and also contributed to a slight increase in Fixed Residential ARPU, by 1.4%, to 48.0 euros. It should be highlighted, in the mix of average revenues, the increased contribution from the sale of equipment, resulting from the growing demand of consumers for the latest generation equipment and also from the additional revenues obtained with the subscription of premium channels, namely sports.

VERY SOLID FINANCIAL PERFORMANCE, REFLECTING GOOD OPERATING RESULTS

Operating Revenue

In 2022, Operating Revenues reqistered a positive variation of 6.3% compared to the same period of the previous year, to 1,521 million euros, which compares with 1,430 million euros, in 2021.The solid performance in the core Telecommunications business, as well as the continued post-pandemic recovery of the Audiovisuals & Cinema business, explain the increase in the group's operating revenues in 2022.

The telecommunications business recorded a 4.8% increase in revenues to 1,469.2 million euros, and the Audiovisuals & Cinema business recovered compared to 2021, with a 33.7% increase in revenues to 89.6 million euros, still lower than the figures obtained in pre-pandemic years.

Operating Revenue (Millions of euros)

Telco Revenues (Millions of euros)

The positive trend in the Telecommunications business was transversal. The consumer segment increased revenues by 3.1% compared to 2021, with the increase in the number of customers and revenues from the sale of terminal equipment explaining most of the evolution. Revenues in the corporate segment increased by 6.3% to 336.5 million euros, driven by the 4.6% growth in customer revenues. Adjusting for revenues from integrated IT consulting projects, which typically entail a reduced marqin, revenues from this business segment grew 3.7%. The remaining telecommunications revenues of "Wholesale and Others", which represent less than 10% of revenues in the Telecommunications business, grew by 19.8% to 99.3 million euros, driven essentially by operator, roaming and value-added call (MCS) revenues).

The Audiovisuals & Cinema segment continues the positive trajectory of revenue recovery compared to pre-pandemic figures, with an increase of 33.7% compared to 2021, to 89.6 million euros. The premiere

of blockbusters during the year, as well as the end of restrictions due to the pandemic in cinemas, contributed to the recovery of ticket sales compared to 2021, by 81.4%, with all quarters registering positive trends. The last quarter of 2022 saw the most significant recovery, compared to 2019 figures, before the pandemic, with December being the closest month to reaching 2019 ticket sales, lower by just 8%. The positive trend is explained by the release of blockbusters, such as "Avatar – The way to the water" or "Black Panther: Wakanda forever", again attracting large numbers of spectators to the cinemas. Individually, revenues from the Cinemas segment recovered by 93.4% and audiovisuals by 4.4% compared to 2021 figures.

Cinema and Audiovisual revenues (Millions of euros)

OPEX and EBITDA

Operating costs increased by approximately 7.1% to 869.9 million euros; an increase greater than that recorded essentially by global inflationary pressures. It was possible to mitigate, to a certain extent, this generalized price pressure with continued optimization efforts and operational transformation.

Total OPEX (Millions of euros)

Total OPEX Breakdown (%)

Specifically, regarding electricity costs, NOS has fixed in 2020 the price of approximately one third of its consumption through a long-term power purchase agreement (PPA) agreed in 2021, long before the current energy crisis, which provided for the construction of a wind farm in the Iberian Peninsula, injecting new renewable electricity into the grid. Of the remaining electricity needs, NOS is supplied alternately on the regulated market with controlled prices or on the spot market, depending on the price level at the time. Global inflationary pressure also impacted some of NOS' operating and structural costs, registering an increase of 12.5% compared to the 2021 period, with an increase in supply and external

services costs by more than 40%. The cost of goods sold was also negatively impacted due to the macroeconomic context, with an increase of more than 14% compared to 2021. The cost of consulting and IT projects increased considerably during 2021, as a result of the greater number of contracts obtained in the corporate segment during 2022. Through the digital emancipation program it was possible to reduce some cost items, such as those associated with customer care, which, due to the improvement in the customer experience, recorded a significant reduction in interactions.

Consolidated EBITDA (Millions of euros)

Consolidated EBITDA registered an increase of 5.4%, compared to the same period of the previous year, to 651.1 million euros, with a slight reduction in the EBITDA marqin due to the higher OPEX growth rate than that of Revenues, in particular in the Audiovisual and Cinema seqments.

Telco EBITDA (Millions of euros)

EBITDA from the Telecommunications business increased by 5.5% to 606.0 million euros, with an increase of 0.2 percentage points in the EBITDA margin to 41.2%. The positive trend is leveraged in the improvement of operating figures combined with the efficiencies generated by the process of operational improvements and internal efficiencies.

Audiovisual & Cinema EBITDA (Millions of euros)

Net income

Net Income in 2022, excluding qains from the tower transaction with Cellnex, was 138.5 million euros, 4.0% lower than in 2021. With the inclusion of capital gains obtained from tower transaction with Cellnex, Net Income increased by 55.8% to 224.6 million euros. This capital gain resulted from the sale of a portfolio of towers to Cellnex announced in April 2022, and as part of the long-term partnership announced in April 2020. In the transaction conducted in 2022, the capital qain amounted to 101.6 million euros, of which 74.7 million euros were recorded in 3Q22 and the remaining 26 million euros in 4Q22.

1 INTEGRATED MANAGEMENT REPORT

Net Income evolution ((2021-2022) (Millions of euros)

Analysing the evolution of the Consolidated Net Income, excluding the gains from the transaction with Cellnex, the positive contribution of EBITDA to the growth of results in 2022, was not enough to offset the impact of the 14.7% increase in depreciation, to 480.9 million euros, partly explained by the shortened useful life of the terminal equipment installed at customers' homes by and the high investment. The Result of Associated Companies contributed positively by 22.1 million euros vs. 4 million in 2021, mainly due to the contribution of ZAP, benefiting from the positive operational momentum and the exchange rate context. Financial costs decreased by 3.8% to 35.2 million euros. The provision for income tax, in 2022, increased to 32.7 million euros, an amount higher than in 2021 by 21 million euros, explained by the higher level of Pre-Tax Income generated by the capital gain with Cellnex and also by the lower amount of tax incentives compared to the previous year. The effective tax rate amounted to 12.7%.

CAPEX

The group's Total CAPEX reached its peak in 2022, increasing by 2.6% to 625.8 million euros. Excluding Leases, Other Contractual Rights and 5G, CAPEX amounted to 495.9 million euros, 17.4% higher than in 2021. Telecommunications CAPEX increased by 16.6% to 473.1 million euros, thus increasing the level of investment measured against telecommunications revenues to 32.2%, vs 28.9% in 2021.

Total CAPEX Excluding Leases, spectrum license and Other Contractual Rights (Millions of euros)

Telecommunications technical CAPEX increased by 27.3% compared to 2022, to a total of 325.2 million euros, given that, due to the 5G leadership strategy, the increase comes mainly from the network expansion CAPEX, with an increase of more than 45% to 163.9 million euros. The technical investment also includes the ongoing FttH network expansion program, with NOS already having more than 63% of its Gigabit fixed network covered with FttH. Customer CAPEX was marginally lower compared to the previous year, showing a decrease of 1.5% compared to 2021. Despite the fact that NOS is registering historically low levels of customer churn rate, with the consequent positive impact on commercial investments, the effort it has been making to install state-of-the-art equipment at customers' homes has led to total customer investment remaining at levels relatively close to those of the previous year, just 1.4% lower.

Telecommunications CAPEX (Millions of euros)

CAPEX in the Audiovisuals and Film Exhibition area increased by 37.2% to 22.9 million euros, due to the operational recovery of the film exhibition.

Free Cash Flow

EBITDA - CAPEX decreased by 20.7% to 155.1 million euros, with a CAPEX increase of 17.4% in 2022, largely surpassing the 5.4% increase in EBITDA. The leasing item increased by 4.3% in 2022, to 103.3 million euros, as a result of the sale of mobile sites to Cellnex, now contracted through leasing contracts, with annual increases capped at 2%. Interest Paid and Other Financial Charges decreased by 3.7% to 10.5 million euros. Operating Cash Flow thus recorded a drop of 39.7%, compared to 2021, to 54.7 million euros.

EBITDA-CAPEX, % of Operating Revenues (Millions of euros) %)

Operating Cash Flow Excluding Leases (Millions of euros)

In 2022, NOS announced the monetization of up to 350 additional mobile towers with Cellnex (in the context of a global agreement originally announced in 2020), having received, in 2022, a financial contribution of 163.3 million euros. The transaction was carried out in two stages, generating cash inflows of 118.3 million euros in 3Q22 and 44.9 million euros in 4Q22. Due to this transaction, NOS also recorded in "other transactions" the VAT collection of 27.2 million euros in 3Q22 (paid to the tax authorities in 4Q22) and 10.3 million euros in 4Q22 (to be paid at the beginning of 2023). Adding up all the impacts, the Free Cash Flow before Dividends, Financial Investments and Acquisition of Own Shares, recorded a total amount of 193.2 million euros.

Total Free Cash Flow Before Dividends, Financial Investments and Acquisition of Own Shares (Millions of euros)

55

Total Free Cash Flow Before Dividends, Financial Investments and Acquisition of Own Shares - Waterfall (Millions of Euros)

Net Financial Debt/EBITDA After Leasing (Millions of euros)

The all-in average cost of debt, adjusted to consider the interest rate for coverage contracted in May, stood at 1.4% in 2022, which is in line with that verified in 2021 (1.4%). The Net Financial Debt/EBITDA After Leasing ratio now amounts to 1.8x, slightly below the leverage ratio target of around 2x Net Financial Debt/EBITDA After Leasings, which represents a solid and conservative capital structure, which NOS is committed to maintaining.

Capital structure

Total Net Debt, including Leases and Long-Term Contracts (according to IFRS16) recorded, at the end of 2022, an amount of 1,622.4 million euros, 3.6% higher than the same period of the previous year. Total Financial Debt decreased by 3.4%, compared to 2021, to a total of 1,007.4 million euros, and the position of Cash and Equivalents in the Consolidated Balance Sheet on 31 December 2022, amounted to 15.2 million euros, so that the Net Financial Debt, for 31 December, stood at 992.2 million euros. At the end of 2022, NOS still had 307.5 million euros in unissued commercial paper programs.

Net Financial Debt (Millions of euros)

Average Cost of Debt (%)

The average debt maturity at the end of 2022 was 2.2 years, in line with the same indicator in 2021 (2.2 years). Considering the loans issued at a fixed rate and the interest rate hedging operations in force, as of 31 December 2022, 62% of the debt issued by NOS was remunerated at a fixed rate.

1 INTEGRATED MANAGEMENT REPORT

Debt Maturity Breakdown (Millions of euros)

In January 2023, NOS contracted 650 million euros in bank loans, indexed to sustainability objectives, divided between bond loans and commercial paper programs, maturing in 2028, with five financial institutions - Banco BPI, Banco Sabadell - Branch in Portugal, Banco Santander Totta, Caixa Geral de Depósitos and Millennium bcp. These bank loans are intended to anticipate all refinancing needs for 2023 and are covered by the NOS Sustainability-Linked Financing Framework, which was the subject of a Second Party Opinion by Standard and Poor's (both published in February 2022, and available on the NOS website). The new lines are thus indexed to the objective of reducing greenhouse gas emissions from the own operation (scope 1 and 2 emissions) by at least 80% by 2025, compared to 2019.

With these operations, NOS consolidates the link between its cost of financing and its performance in terms of sustainability, strengthening and reflecting its strategic relevance and the commitment, at all levels of the Organization, to achieving best -in-class goals on ESG indicators (Environmental, Social and Governance. These Funding lines make a positive contribution to maintaining NOS' average cost of debt at competitive levels, against its national and European counterparts, as well as to lengthen maturities. After the contracting of these operations and the repayment of the 300-million-euro bond issue due next May, NOS will have around 70% of its contracted debt associated with Sustainability indicators and targets.

NOS' long-term credit rating was reaffirmed by S&P at BBB-(Stable Outlook) in June, and by Fitch at BBB (Stable Outlook) in August. The maintenance of its rating score allows NOS to strengthen the conditions to continue to diversify its funding sources, expand the average maturity of its debt and maintain the already low average cost of its debt.

3.1.3. Shareholder Return

NOS SGPS - 2022 Performance

In 2022, NOS shares ended the year with a stock market price of €3.784, having appreciated 11.0% compared to the end of 2021. Total shareholder return, combining the share appreciation with the dividends paid, was 19.1%. In 2022, the dividend paid amounted to €0.278, representing a dividend yield of 8.1% (on the date of announcement of the dividend proposal to be approved at the General Shareholders' Meeting). Throughout the year, the share price fluctuated between a minimum of €3.204 and a maximum of €4.120.

On December 31st, 2022, the market capitalization of NOS was €1,949 billion, which represents an increase of €192.7 million compared to the amount of December 31st, 2021 (of €1,733 billion). Market capitalization is calculated considering the 515,161,380 shares admitted to trading on the capital markets.

The evolution of the market performance of NOS shares against the PSI and Euro Stoxx Telco Index during the year 2022 is shown in the chart below:

1 INTEGRATED Management REPORT

Analyst Coverage

NOS SGPS was monitored by 19 analysts from different research teams, during 2022, an increase of 2 analysts compared to 2021, demonstrating the capital market's interest in NOS. At the time of this report, according to the latest research notes published by each analyst, 28% recommended buying, 61% recommended holding and finally 17% recommended selling. The Consensus target price according to the aforementioned notes is €3.89, which represents a potential appreciation of 5.0% compared to the target price on December 31st, 2021.

All the analysts who cover NOS SGPS, as well as their recommendations on the target price, can be found on our website, and all analysts estimates are based solely on analysis by independent financial analysts. Any opinion, estimate, projection or forecast presented by these analysts, regarding NOS' performance, only reflects their own interpretation, not representing the opinion, estimate, projection or forecast of NOS or its management team.

PROPOSED DISTRIBUTION OF PROFIT

Considering:

The net profit for the financial year ended 31 December 2022, in the individual financial statements, amounted to EUR 66,868,204.30, which reflects that the Company has allocated EUR 1,467,048 to the Executive Directors, as per the profit sharing policy outlined in Article 14(3) of the Company's Articles of Association and in accordance with the applicable accounting rules;

The Board of Directors proposes that:

    1. Of the net profit of EUR 66,868,204.30, distributable under articles 32 and 33 of the Portuquese Companies Code, and given the current financial and equity position of the Company, an amount of EUR 3,343,410.22 be transferred to Legal Reserves, and that the remainder be paid to shareholders, plus EUR 79,690,069.56 from Free Reserves, as ordinary dividends for 2022, of EUR 143,214,863.64 (equivalent to EUR 0.278 per share);
    1. Considering the sale of mobile sites executed in 2022 and the correspondent extraordinary gains and cash in, and given the current financial and equity position of the Company, that an amount of 78,304,529.76 EUR be paid to shareholders, from Free Reserves as extraordinary dividends for 2022 (equivalent to EUR 0.152 per share);
    1. date, and as noted in the previous paragraphs, the total amount of EUR 221,519,393.40 calculated using the unit amount per issued share (EUR 0.43 per share) be distributed as dividends according to the following:
    2. a) The amount of EUR 0.43 be paid per share, as stated in this proposal;
    3. b) and which pertain to the Company's own shares, will be transferred to Free Reserves.
    1. An amount of EUR 1,467,048 will be allocated to the Executive Directors, as per the profit sharing policy outlined in Article 14(3) of the Company's Articles of Association.

Lisbon, 7 March 2023

THE BOARD OF DIRECTORS

1 INTEGRATED MANAGEMENT REPORT

(26) In January 2022 roaming was already available in 45 countries in Europe, America, and Asia (https://www.nos.pt/institucional/PT/media/Paginas/Comunicados-de-Imprensa-2022/NOS-ja-tem- Roaming-5G-in-45-countries.aspx)

3.2. Value for Customers and for a More Evolved Society

We expand state-of-the-art networks and new digital possibilities at the service of our customers and country

3.2.1. Leading the 5G technology wave and expanding its potential

NOS' leadership in 5G allows us to deliver more value to customers and the country, paving the way for greater connectivity, innovation, competitiveness, and sustainability. It is a key element in strengthening the connection with our customers and translates into greater relevance for families, companies, and regions. We are, and will continue, to challenge and support society to evolve with this technology, with the mission, in this domain, to expand its full potential.

Fulfilment of our 5G leadership strategic plan

NOS was not only the company that invested the most in the 5G auction, but also launched the 5G technology on the same day it obtained the licenses, having been the first national operator to provide the 5G network to its customers and to have the greatest 5G international roaming coverage26.

NOS' commitment and ability to deliver implied an investment that began long before the auction. It continued, with determination, during its long duration, with NOS managing to acquire the largest volume of spectrum, according to the defined rules, providing unique base conditions for the intended 5G leadership in Portugal. A widely used potential, with the year 2022 representing a very decisive contribution to the realization of the path laid out, reflected in the coverage, quality, and speed of the NOS network27. Roughly a year after the conclusion of the auction, at the end of October 2021, the NOS 5G network already covered, at the end of November 2022, more than 87% of the Portuquese population, with more than 5840 antennas installed, constituting the largest 5G network nationwide, and, according to data from Ookla®® (global leader in fixed and mobile network test applications, data and analysis), had a speed 30% higher than the national average, decisively contributing to placing

(27) See information on the coverage and speed of the NOS 5G network in next generation networks' in this report (28) https://www.speedtest.net/awards/portugal/2022/?award_type=5g&time_period=q1-q2

Portugal in the top 10 of the European Union in terms of 5G, and constituting an asset of widely recognized and innovative value.

Portugal in the top 10 of the European Union in 5G coverage

With the particularly decisive contribution of NOS, and the commitment of the other national historic operators, Portugal has already recovered most of the initial delay in the introduction of this technology dictated by an auction process that dragged on over time due to the model imposed by the regulator, and already stands out in the European landscape. According to the latest report from the European Commission's 5G Observatory22 , in the third quarter of 2022, national coverage was already above the EU average (72%), and also had the 7th fastest 5G network, ahead of countries such as France, Germany or Spain.

CHALLENGE AND SUPPORT SOCIETY TO EVOLVE WITH 5G.

We want the whole of society to have access to and evolve with 5G. To this end, we act on several fronts, in concert and in a 360° integrated approach, to help our customers and society to explore all the potential of this new technology: from the offer for private customers, to the offer of corporate solutions, to the development of partnerships and projects to test and demonstrate use cases. With them, we inspire companies and society to explore the world of new digital possibilities that this technology allows, expanding the potential offered by the best mobile network in the country.

After having been a pioneer, in 2021, in the launch of the first smartphones and hotspots prepared for 5G, in 2022 NOS continued to invest and to be a pioneer in the offer of 5G equipment, increasing its scope. It also maintained the incentive for the free trial of 5G to all customers and other commercial incentive dynamics, with the aim of accelerating the adoption of this technology by consumers.

(29) Report published in October 2022 (OR-17-Final-v3-CLEAN.pdf (5gobservatory.eu))

INCREASE IN THE SCOPE OF THE 5G EQUIPMENT OFFER (consumer segment)

- Comprehensive 5G smartphones portfolio

We invested in a comprehensive 5G smartphones portfolio, with a pricing strategy to cover customers with different levels of purchasing power, allowing the democratization of this type of equipment. Currently, three out of four smartphones sold at NOS are already 5G.

  • Launch of the first 5G laptop in Portugal NOS strengthened its equipment offer with the introduction of the Lenovo IdeaPad 5G, the first 5G laptop to reach the national market, initially available in pre-sale, since August 26th, 2022.

FREE TRIAL INCENTIVE AND OTHER COMMERCIAL DYNAMICS (consumer segment)

Parallel to the expansion of the portfolio, we have implemented several commercial dynamics directly associated with the sale of 5G equipment, by associating this technology with the act of subscribing to a tariff, applying exclusive discounts and/or a value proposition reinforced with the mobile data offer, and leveraging on the NOS Customers Special Program which guarantees the Minimum Price. Seeking to bring 5G to everyone and encourage adoption, NOS encouraged the free trial of this technology from the first day it was made available and maintained, throughout 2022, 5G free to all customers.

Over the past two years, NOS has launched and joined a series of projects to explore and show the potential of 5G to its customers and in various areas of society, contributing to leveraging the country's digital transformation, given the central role of this technology as an enabler of other emerging technologies (AI, IoT, Big Data, etc.).

Aware that 5G is increasingly accessible in Portugal, due to the strong investment made by NOS, the company has continued to bet heavily on creating awareness and provide the necessary trial and demonstration for people and companies to understand, know and use the potential of this technology, challenging customers and society to new possibilities that represent improvements at the most diverse levels, from pure entertainment, to simplification and automation of processes, through operational efficiency, smart mobility, eco-efficiency, amonq countless other possibilities. After having launched, in 2021, the First Factory, the First School, the First Port or the First 5G Stadium, among many others, we remain committed to materializing and demonstrating this technology, which is why 2022 brought

First 5g autonomous trip

(consumer and corporate segment)

virtual tourist routes, or new holographic experiences.

PIONEERING 5G PROJECTS AND DEMONSTRATION INITIATIVES

several new projects and pioneering use cases, such as the first 5G autonomous trip, the first 5G store,

The first trip, in Portugal, of autonomous driving and connected with 5G, in a real environment, took place on the Valença-Tui International Bridge, marking the completion of the European 5G-MOBIX project, which came to demonstrate the role of 5G in connected autonomous mobility.

During the demonstration, the autonomous shuttle found and passed obstacles, thanks to 5G connectivity. Faced with an obstruction on the route, the vehicle passed control to the traffic control centre, where a technician took over driving, remotely, using virtual reality glasses. In another case, a pedestrian who was in a blind spot was detected by a sensor installed on the bridge, which passed the information to the network and to the shuttle, preventing the collision. All information was transmitted, using Nokia technology, in real time, over the NOS 5G network, ensuring speed, low latency and communication reliability, essential to guarantee the safety and success of the trip.

1 INTEGRATED Management REPORT

- Zippy - first 5G store

NOS and Zippy teamed up to implement a technological solution based on 5G, which promises to revolutionize in-store customer experience.

With a dedicated 5G coverage, the Zippy shop of NorteShopping, in Porto, functioned as a smart-retail technological showcase. For four weeks, starting in March 2022, the shop's customers were able, through a Web App that uses Augmented Reality to produce 3D models of the products, to access the brand's catalogue and try out, virtually, some of the articles, including those that were not on display or were out of stock.

NOS and Zippy teamed up to implement a technological solution based on 5G, which promises to revolutionize the experience of customers in stores.

With dedicated 5G coverage, the Zippy Store in NorteShopping, in Porto, served as a smart retail technological showcase. For four weeks, starting in March 2022, the store's could, through a Web App that uses Augmented Reality to produce 3D models of the products, have access to the brand's catalogue and try on, virtually, some of the items, including those that were not on display or out of stock.

- Hospital in Funchal receives NOS 5G solution for remote surgeries

Since health is a structural sector of society and one of the areas where innovation powered by 5G will be truly transformative, NOS, in partnership with Johnson & Johnson MedTech (technological partner), implemented a remote support solution for Health professionals at Hospital Dr Nélio Mendonça, in Funchal, which is already fully covered by NOS' 5G network.

The remote assistance solution establishes a 4K high-definition video link between two healthcare professionals who are connected remotely. The system supporting the solution comprises two Vuzix smart glasses and two 5G hotspots equipped with 5G cards. This solution makes it possible to use specialized support at any time, reducing physical distances between professionals and allowing even greater monitoring of processes.

NOS is already working on new applications of the fifth generation of mobile communications in the health sector, with the implementation of solutions that use sensing for monitoring in home care, and remote healthcare solutions, for remote medical collaboration.

- NOS 5G at Bodo festivities to mark Pombal as a 5G city and promote tourism in the region

Climbing and paraqliding in Serra de Sicó, visiting the Convent of Louriçal or taking a walk on Praia do Osso da Baleia are experiences that all those who have visited the centuries-old Bodo festivities, in July 2022, in Pombal, could do without having to leave the location.

The city took advantage of these festivities to promote tourism in the region, using Virtual Reality based on 5G, in an initiative that marked the presentation of Pombal 5G City, covered with the latest generation NOS mobile network.

The virtual routes, tested for the first time by the Minister of Culture during the event, are currently, after the event, used by the Municipality to promote tourism in the region throughout the country.

See more information about Pombal 5G in "3.5. We create value for the planet and for a more sustainable society" of this report, where we frame our intervention in the context of smart cities, due to the impact of 5G solutions on improving the quality of life of citizens and improving the efficiency and environmental impact of various urban management activities.

- Holographic experiences

International 5G holographic trip brings Top Gun Maverick director to Lisbon

NOS held, in May 2022, at the Alvaláxia cinema in Lisbon, the first international 5G holographic transmission in Portugal. The director of Top Gun: Maverick, Joseph Kosinski, was transported in a hologram from London to Lisbon, to participate in a press meeting the release in Portugal of this film, which is so awaited by the public, distributed by NOS Audiovisuais. The NOS 5G speed, which reached more than 1 Gbps, combined with practically zero latency, allowed the audience to interact with the as if he were there (1500 kilometres transposed in milliseconds). As a mobile technology, 5G has given the solution high operational flexibility, without the need for a fixed infrastructure, making the process simpler and faster.

Coates travels in hologram to inspire "Vianenses" young players

NOS used 5G to transport Sporting CP captain Sebastián Coates, in Hologram, from José Alvalade Stadium to Sporting Viana do Castelo Academy, to inspire a class of young football players with a surprise lecture that marked the beginning of the season. This technology allowed the player to interact in real time with 20 children almost 400 kilometres away, providing them with the unforgettable experience of knowing one of their idols.

Note: These operations involve state -of -the -art equipment and specialized partners such as Samsung or Musion (Specialist in Holograms).

- NOS promotes 5G in the Azores with virtual visit in real time

NOS marked the celebrations of its 30th anniversary in the Azores with a 5G innovation promotion session for the main entrepreneurs and decision makers of the archipelago. To this end, it organized an immersive visit, in virtual reality and real time, to the NOS HUB 5G, located almost 1500 kilometres away in Lisbon, to make known the potentialities of the new generation of mobile communications.

Overall, there were more than 20 people who visited the NOS HUB 5G in an immersive way, using virtual reality glasses and a robot equipped with a 360° camera, remotely controlled by the businessmen - all in real time thanks to 5G connectivity in both locations.

- Unilabs central laboratory pioneer in the introduction of 5G in partnership with NOS

Strengthening the technological and innovation partnership between NOS and Unilabs, this network of laboratories equipped its central laboratory with a 5G network, anticipating the digital revolution that the new generation of mobile communications enables. The technological solution based on 5G implemented by NOS increases the availability and resilience of the laboratory's communication service, allowing a more efficient response to the high flow of information processed by the Company.

The cooperation between NOS and Unilabs, on 5G, had already happened previously, when at the beginning of the Covid-19 pandemic, in March 2020, the 5G communications infrastructure installed by NOS in Matosinhos, the first 5G City in the country, had a key role in Unilabs Portugal's initiative to install the first testing centre for COVID-19 in a "drive-thru" model".

- 5G augmented reality gaming arena in NOS cinemas

Two Augmented Reality (AR) arenas, supported by 5G, were available at the NOS Cinemas at Centro Vasco da Gama, in Lisbon, and Parque Nascente, in Rio Tinto, for all those who wanted to live an immersive game experience, which combines real elements with virtual ones, being able to try two qames - Tiki King and Dungeon Masters.

Through a smartphone and thanks to the augmented reality technology on which the games are based, it is possible to see virtual objects in the real world, maintaining interaction between the various people in the game. 5G support allows the experience to run smoothly and with immediate reaction time from devices, so everything feels more real.

- NOS Alive live broadcast through the NOS 5G network

To bring the emotions of NOS Alive to more people, NOS, in partnership with RTP, set up an operation to broadcast the festival's most outstanding moments. Thanks to NOS' 5G resources - network, equipment, and technical teams, not only viewers could count on a live broadcast, but also have access to exclusive shots and images, backstage and on-stage scenes, for a more immersive and exclusive experience, allowing music enthusiasts to share live all the emotions and the most remarkable moments of the festival. One of the areas where 5G will have a significant impact will be broadcasting. The introduction of new mobile technology at the festival minimizes the need for technical resources, making the entire operation lighter and more sustainable.

Several of these demonstration and trial stimulus initiatives presented during 2022 resulted from projects developed within the scope of our offer for the corporate segment (e.g.), from established partnership protocols and RDI projects in which NOS is integrated, as is the case of Bodo festivities and other examples in the context of smart cities, Zippy, Hospital da Madeira, or the cross-border journey of 5G MOBIX. In these initiatives, in addition to technology exploration and demonstration, the most important thing is the development of new solutions and partnerships with companies that will be indispensable to the success of 5G as an ecosystem far beyond electronic communications.

In fact, enhancing digital transformation and encouraging innovation is a cross-cutting goal for NOS and the strategic bet includes, to a large extent, the development of initiatives and network projects, in a logic of co-creation and strengthening of the technological ecosystem, through RDI (Research, Development and Innovation) projects to encourage entrepreneurship and support start-ups. The leveraging of 5G technology has played a very key role in this dynamic in recent years, with a particularly relevant milestone being the launch, in 2019, of the NOS 5G Fund®and supports granted since then, totalling 5 start-ups supported by NOS, until the end of 2022. With the launch of the 5G Hub, in 2022, NOS created an innovation and co-creation centre, representing an investment of 1.8 million euros and which already has 34 5G projects and demonstrations and 33 solutions developed with around 17 partners, constituting a particularly relevant new milestone in supporting 5G innovation and entrepreneurship.

In addition, throughout 2022, other initiatives to support entrepreneurship were developed in partnership, such as Fast 5G or Business Safari 5G3), as well as research and development projects, such as the Warehouse of Future or the aforementioned 5G Mobix.

(31) See more information in "3.5 We generate value for the planet and a more sustainable society" of this report.

(30) See more information in "3.5 We generate value for the planet and a more sustainable society" of this report.

ENHANCE DIGITAL TRANSFORMATION AND PROMOTE 5G-BASED INNOVATION

NOS Hub 5G

Inaugurated on the 4th of July 2022, the NOS Hub 5G is a collaborative and co-creation laboratory for the development of 5G nationwide. Representing an investment of 1.8 million euros, NOS' new 5G innovation centre was conceived as a space for ideation, experimentation, and technological transformation, in a clear embodiment of NOS' ambition and ability to lead the development of the fifth mobile generation.

lt is a training space for companies, start-ups, universities, and partners, bringing together and providing the most advanced technical skills, teams, and resources. The project was born with the support of more than 20 partners, most of them technological, with Nokia and Accenture as founding partners, benefiting from the shared and complementary capabilities of the three organizations, and the transfer of knowledge and innovation from the global network of dozens of international innovation hubs. In the first months of activity, it already has 34 projects and 5G demonstrations, and more than 1,000 customers passed through the Hub for presentation, training, and ideation sessions.

5G Factory

The 5G Factory was developed, during 2022, in partnership with Nokia and Accenture, with the objectives of: (i) accelerating the identification of use-cases with an impact on our customers' operations; (ii) explore opportunities in co-creation with our customers; and (iii) create a Market Value Proposition to prove the value that solutions can have for business and strengthen NOS' position in the 5G transformation ecosystem.

R&D Project - Warehouse of Future

The Warehouse of Future (WoF) project is a 5G industry 4.0 project that explores the new paradigm of the Warehouse of the Future, based on the sensing of people, equipment, and components, as well as on automation and real-time management of stabilization, picking and material/component movement processes.

3.2.2. NOS, a strong brand

The NOS brand is one of our main assets and its reputation and performance simultaneously represent an unquestionable value for the Group, as a result of the marketing strategy followed, but also a reflection of everything we do with customers in mind and in favour of the digital society.

Its awareness of almost 100% and its permanent place in the Top 10 brands with the greatest advertising recall, demonstrate the unquestionable visibility and presence of the NOS brand in the daily lives of millions of Portuguese people and reflect the value perceived by customers and society.

THE USEFULNESS OF NOS

In 2022, NOS' purpose of "Bringing more life to life, expanding all possible and imaginary connections" was captured by several Brand campaigns developed throughout the year, demonstrating the usefulness and performance of its network, as well as the usefulness and capacity of the solutions it offers.

We have to talk about NOS

This campaign, which achieved great awareness (TOP 3 of the most recalled campaigns in the sector), capitalized on the election, by DECO Proteste, of NOS mobile internet as the best in the country, (see "2.4.1 Recognitions" of this report), constituting an excellent argument to invite each person, customer or non-customer, to talk about NOS, and reconsidering and updating their perception of its quality quality that in turn reflects the investment made by the Group in the respective upgrade and continuous improvement.

· Every second counts

With the motto "Every second counts", it was time to capitalize on Ookla's recognition of the quality and speed of the NOS 5G network (see "2.4.1. Recognitions" of this report), demonstrating, in practice, and in a close and empathetic way, the usefulness and difference that saving a few seconds can make (it allows a speed 10X higher than the previous mobile generation, making instant what used to take a few seconds).

- A net that goes through walls

Internet at home is increasingly important for the Portuguese: who accumulate remote work, entertainment on multiple screens, and operation of smart devices (IoT), within the same house and simultaneously, placing an increasing demand for connectivity, which is expected to be very fast in all rooms. But that implies several things: good, fixed network, a good router, but also a good Wi-Fi booster.

"Se a tua net não atravessa paredes, deixa isso para NOS" (If your net does not go through walls, leave it to NOS), was the motto to announce to the residential market the innovative NOS offer, Wi-Fi Total, which, besides being a product, is a service and a NOS commitment to rely on a Wi-Fi specialist to have the whole house connected with quality, based on a check-up and the respective recommendations.

- Open the door to the new "Alarme Inteligente" (smart alarm)

A publicity and usefulness demonstration campaign, disclosing a set of solutions developed in an area adjacent to the telecommunications business.

CUSTOMERS AT THE CENTER OF EMOTION

Campaigns were also launched with the aim of strengthening the choice and connection to the NOS brand amongst its customers

- One Plus

In 2022, NOS offered 3 free months of Disney Plus to its customers, marking the launch of the entertainment platform in Portugal and its integration into its NOS box. A way of valuing customer choice, breaking with the convention that the best is only for new customers.

- Are you a NOS customer?

After two years of absence, NOS Alive returned to "Passeio Maritimo de Algés". A long-awaited return that NOS celebrated with its customers, offering tickets, including sold-out days.

- This Christmas give attention

The Christmas Campaign combined the concept of demonstrating usefulness of the NOS purpose, associated with the connection between us all), to the importance of emotions and purposeful marketing, an aspect that aims to inspire society to adopt responsible behaviour.

"One in five people feel that they have no one to count on" according to the Gallup World Pool 2022. An alarming figure that called on NOS to act with purpose this Christmas. Loneliness is a silent epidemic, with great social impact and highly correlated with physical and mental health. A problem, in which the combat can, with clarity and legitimacy, be signalled by NOS, through the connectivity associated with the core of the activity.

The best way to fight loneliness is to pay attention. Each person has a circle of relationships where they can act and make all the difference. In the Christmas campaign, NOS sought to inspire a collective behaviour of greater connection, offering customers increased data, SMS, and calls until December 26th.

Brands have the power to bring issues into public discussion, the power to raise awareness, influence and inspire new behaviour. It is a transformative capacity that NOS is proud to enforce.

3.2.3. Optimize value creation for the consumer seqment

Our main objective is to provide our customers with excellent products and services, anchored in a strong bet on innovation and digitalization of the offer, always oriented towards meeting their needs. In this sense, we also seek to create a broad and diversified value proposition, where the promotion of convergent added-value solutions plays an important role.

MOBILE OFFER STRENGTHENS UPWARD TRAJECTORY

The success that we recorded in the mobile business, in 2022, reflects the value that we create for our customers, as a result of our strategic bets. A value that, in 2022, was captured by a wide range of recognitions22, both in terms of infrastructure (network) and offer, namely internet and TV, and perceived by the market, which allowed us to register a significant growth in commercial attraction capacity.

Indeed, in 2022, robust growth in services sold (RGUs) continued to be recorded, with mobile services, in particular post-paid, being the main contributors to this growth, attesting to the perception and acceptance, by the market, of the added value of the NOS convergent and integrated bundles.

Converged and Integrated Bundles

Subscription to NOS convergent and integrated bundles has continued to increase, with NOS residential customers subscribing to converqent bundles of fixed and mobile services. The bundles offer an incredibly competitive value proposition, due to the volume of traffic included, state-of-the-art speeds, more than 150 high-quality channels, linear and non-linear content, an integrated experience in a user ecosystem available on multiple devices and integrating all relevant OTT platforms.

WTF remained focused on growing in the youth segment, offering differentiation to its customers through new partnerships with brands valued by this target - 2022 was the year for WTF to associate with Adidas, Pizza Hut, and Taco Bell, with attractive discounts.

WOO app elected product of the year 2022

NOS' 100% digital brand addresses the low-cost market segment of the 21st century with a simple and digital matrix and is today based on 2 pillars, that of simplicity and that of customer autonomy. Through the App, the customer can make all the necessary interactions, and solve all their questions. WOO launched the first fully digital eSIM in Portugal, allowing subscription to a mobile tariff without the need for a physical SIM card.

NOS Kids, a mobile service designed and adapted to the needs of children and parents, with the aim of providing children with an user-friendly experience of safe access to the best content, with the quarantee of NOS Safe Net security (see "3.2.6. Safety in the Use of Our Products and Services" of this report) continued to be promoted during Children's moments such as Easter, Children's Day, Summer and Back to School, the big news being the launch of a campaign with the delivery of 6 experiences in the subscription to the annual Cool Kit (mobile phone pack with NOS Kids tariff).

(32) See "1.2 Recognitions" in this report and on the institutional page of our website

Internet is Key for residential customers

After 2 years marked by a technological and digital acceleration of society as a result of the pandemic, 2022 reinforced the idea of a "new normal" in the demanding and intensive use of fixed internet at home and a more widespread adoption of hybrid work models. In addition to the increase in the number of connected homes, the number of people and devices connected in each home continues on an upward trajectory, putting the quality of networks, customer connectivity equipment at home and cybersecurity services to the test.

In this sense, and to reinforce the internet experience of customers, in 2022 we expanded our portfolio of new generation routers to allow access to Wi-Fi 6 technology to any fixed internet customer with speeds of 1Gbps. We also continued to actively promote the renovation of customer equipment, increasing access to the latest technologies with a better experience.

We renewed our offer with the new "Wi-Fi Total", an innovative service in the Portuguese market that provides net throughout the house with a customizable solution for each customer. In addition to the latest Super Extenders with Adaptive Wi-Fi from Plume, the service also includes the installation and certification of the installation by a specialized technician, and the 24/7 constant support and optimization of the network, so that customers can count on the quidance and support of a NOS Wi-Fi specialist to ensure quality coverage throughout the home.

INNOVATION AND STRATEGIC BET ON TV EXPERIENCE

The multimedia content viewing ecosystem is constantly evolving and NOS follows market trends, remaining at the forefront in delivering a TV and multimedia experience to its customers. NOS operates in terms of selection and provision of premium content, by integrating the most famous and relevant international and national streaming services on UMA TV, as well as on the NOS TV App. While, at the application level, it constantly innovates to guarantee the best features, convenience, and simplicity, ensuring market leadership in TV and video experience.

In 2022, NOS was the first operator in the country to integrate Disney+ into its box (UMA TV), allowing its customers, in a simple and immediate way, to access the best Disney, Marvel, National Geographic, Pixar, Star Wars and Star+ content. The arrival of Disney+ at NOS in July was celebrated with the offer of monthly fees, encouraging subscription to NOS bundles converging with the commercial campaign: "Who is NOS, has one more Plus. It has 3 months of Disney+". In October, we launched three new national Apps on UMA TV: Panda+, Opto | SIC and TVI Player. In sports content, we strengthened our offer with the launch of the Sport TV Motors Pack, which allows to watch the best of motorsport, with a strong emphasis on Formula 1 and MotoGP competitions.

This year also featured the first edition of TVCine FEST, a festival promoted by Canals TVCine that celebrated the major television premieres in cinemas from north to south of the country. In September, for two days, it was possible to see for the first time on the big screen successful series and acclaimed films that were not exhibited in national cinemas, such as Estúdio 666, a film created and starring the rock band Foo Fighters. The proceeds were donated to "Casa do Artista", in an initiative with a strong support component for culture and artists.

On the application front, 2022 was also a year marked by pioneering spirit and innovation in the NOS TV App. In the context of mobility, the 'View in Group' feature was launched, allowing Customers to experience the emotions of television broadcasts simultaneously with friends and family, on a single screen, even at a distance. Once again, a novelty in the national market, and ahead of international trends.

When accessing the NOS TV App through large screens, namely through Apple TV and Android TV, the sports contents viewing became even easier with the "Match Highlights" feature. Any customer can access a live game and quickly review the main moments such as goals, penalties, VAR, or cards. It should be noted that both the NVIDIA Shield TV 4K, the Android experience at NOS, and the NOS TV App were highlighted as Products of the Year.

The business of selling equipment, smartphones, laptops, among others, continued to grow, focused on enabling customers to access the features and potential of 5G. (Also see "3.2.1 Leading the 5G technology wave and expanding its potential"). Allied to this purpose is the continued focus on NOS Customers Special Program which offers the Guaranteed Minimum Price, without any impact on loyalty conditions.

Having started to provide its customers with invoice, travel and new smartphone insurance in 2021, through NOS - Mediação de Seguros, S.A., in 2022 we strengthened the portfolio with the offer of used smartphone insurance. In order to optimize the experience, customers can subscribe and manage insurance completely digitally, through the NOS App and payment is integrated into the telecommunications invoice. Insurance for equipment and accessories makes the value proposition more robust when selling smartphones, which is also reflected in relevant cross-sell opportunities.

"NOS ALARME INTELIGENTE" (SMART ALARM): A DISRUPTIVE INVESTMENT FOR SAFE VALUE

We reinforced our commitment to innovation and customer experience, with the launch, in March 2022, of the "Alarme Inteligente NOS | Securitas" (Smart Alarm). NOS started to provide security solutions together with fixed and mobile communications and entertainment offers. These strategic bet aims to capture commercial and operational synergies with the telco operation, as well as create a disruptive value proposition, marking a new step by NOS in the pursuit of a value creation strategy in areas adjacent to telecommunications and entertainment, and contributing the relationship with customers.

For the implementation of this new offer, NOS made a strategic partnership with Securitas Portugal, supplier of the alarm monitoring central station (CRA), supplier of the integrating platform. The entire product development operation (commercial, installation and maintenance, support, logistics, billing, etc.) is the responsibility of NOS, making it possible to capture synergies with the existing operation, namely the commercial and support network and to integrate with the ecosystem associated with our core services, from technology to billing. NOS security devices are based on state-of-the-art technology (digital touch panel and dual path wi-fi and 4g connection, power G encryption protocol, wireless sensors) and on growinq integration with the home ecosystem, through the launch of video and automation solutions.

NOS Alarmes arises from a strategy of value creation in areas adjacent to telecommunications, through the development of complementary services that make it possible to take advantage of synergies with the operation and with partners, and deliver more comprehensive value to customers, in a simple and convenient way, integrated into an already existing and essentially digital-based ecosystem.

TARGETED ADVERTISING AND STRATEGIC BET ON PLAYCE

2022 was once again a year of growth for the Targeted Advertising business, with a continuous delivery of innovations with value to the market with the launch of new segmentations, adaptation of commercial tools and the continuation and strengthening of the platform's market positioning. Playce is an advertising and digital marketing platform, provided by NOS, and other operators, which presents a differentiating value proposition, in this field, namely through pre-roll. This is a new advertising format, consisting of a video of up to 30 seconds, shown before viewing a recording (automatic or manual) selected by the consumer on the set-top-box of their pay-tv service. More than 150 advertisers subscribed to this service in 2022, with around 650 campaigns, with an investment growth of 33% compared to the previous year.

3.2.4 Optimize value creation for the corporate segment

Being the partner for the digital transformation of national companies continues to define our positioning for the corporate seqment, through value propositions that enhance the growth and evolution of companies, also guaranteeing their resilience and business continuity. We manage offers and provide a portfolio of telecommunications solutions and information technologies and data management, leveraged by our technological assets (with emphasis on 5G), by our internal skills and by worldrenowned technological partners.

Positioning and focus areas that guide our approach to the corporate segment

In a path, which in 2022 was one of consolidation and growth, we continued to pursue initiatives that strengthen our position with companies, whether they are large companies and public institutions or small and medium-sized enterprises. We continued with the work carried out last year, responding promptly to the needs of dematerializing services and changing the workplace to a remote and digital collaboration, and to the inevitable concerns about security, through projects and strategic partnerships, always with the aim of supporting and empower our customers' business, strengthening their digital transformation process.

TECHNOLOGICAL PARTNERSHIPS THAT ENHANCE THE OFFER

We continue the path of establishing and maintaining strategic technological partnerships, an important component of our market approach, that allows us to go further in the solutions we provide to our customers, an essential element in the ability to respond to the challenges and needs of the business fabric.

In 2022, we once again met the specialization and support requirements to sell, install and support Cisco solutions in Portugal, renewing the Cisco Gold Partner certification - the maximum level of partnership with Cisco. We also added the Cisco Customer Experience Specialization, which certifies that NOS is qualified to provide sophisticated and value-added Cisco solutions.

We renewed/maintained the certifications we achieved with all the strategic cloud partners, two main public cloud players: (i) with AWS we renewed the Advanced Consulting Partner certification (ii) and with Google the Premier Partner certification. All these certifications translate into a quarantee of excellence in the provision of services to customers, demonstrating the ability of the NOS teams to implement and maintain the services of these partners, the expertise of the technical teams and the solutions knowledge by the qualified sales teams (see also "1.2 Recognitions").

PORTFOLIO EVOLUTION FOR CORPORATE DIGITAL TRANSFORMATION

We continued to evolve in the corporate portfolio and seek to integrate differentiated solutions for small and medium-sized enterprises, with a large range of scale and coverage for the main challenges and needs, of which we highlight:

- NOS Multicloud Storage

In May, in partnership with the Portuquese technology company Vawlt, we launched NOS Multicloud Storage, an innovative service that allows to store data safely and efficiently in the cloud. Based on a differentiating technology, this is a public cloud-based solution with the aim of simplifying the digitalization process of Portuguese companies, decentralizing the respective documents and information.

- NOS Antivirus Pro

In partnership with Trend Micro, we launched NOS Antivirus Pro, an antivirus software that protects fixed and mobile equipment against the main types of cyberattacks and other threats such as malware, ransomware, and phishing. Additionally, it allows email protection, control of active devices, backup, among other features.

  • Remote Assistance

To inspire, democratize and demonstrate the potential of augmented reality solutions for SMEs, we launched the Remote Assistance solution, supported by this type of technology, allows supporting field intervention activities, from equipment maintenance to machine audits and inspections, through the remote resource, at any time, to the support of a colleague or specialist in a given task.

  • Wi-Fi Pro

In the evolution of our core offer, we renewed the Wi-Fi solutions category with a new professional Wi-Fi solution. Solution, with differentiating characteristics, that allows not only full Wi-Fi coverage in the company, but also incorporates integrated navigation security and with an App - Workpass - that allows the company's W-Fi to be managed in a simple and centralized way.

- I Improvements and evolution in the aaS Wi-Fi service for the corporate market

Functional extension of the Guest Wi-Fi portal support platform for our corporate customers' customers, increasing their customisation and experience capabilities while maintaining all security mechanisms.

OTHER DIMENSIONS OF VALUE CREATION

The offers that we manage for the corporate segment, the portfolio of telecommunications solutions and information technologies and data management that we provide, and the initiatives that we promote and/or support, leverage several dimensions of value that are explored in greater detail on other sections of this report:

- Cybersecurity Solutions to help customers keep their business safe

With the increasing use of the internet and cyber-attacks, cybersecurity is an area of inevitable and growing strategic bet. In 2022, we launched an integrated and joint solution with Fidelidade in this area.

See information in: "3.2.6 Safety in the use of our products and services" of this report.

- Promote 5G in the national business fabric and the sustainable development of organizations

Currently, a relevant focus of NOS activity in the corporate segment is based on the development of projects in partnership, for trial, implementation, and training of market agents for technological solutions based on 5G and solutions that promote a more evolved and sustainable society, with 2022 being another year of great dynamics at this level with more cities starting the trajectory of 5G smart cities and initiatives such as the 5G Hub, 5G Factory, among many others.

See information at: "3.2.1 Leading the 5G technology wave and expanding its potential", "3.2.5. Products and services with environmental and social benefits" and "3.5. We Generate Value for the Planet and for a Sustainable Society" of this report.

3.2.5. Products and services with environmental and social benefits

NOS is committed to promoting a positive social and environmental impact, through the potential of technology and as a mobilizing agent for its value chain.

Together with the various social and business agents with which we relate, while exploring business opportunities that make us more efficient and confirm us as agents of a digital and environmental transformation that contributes to a more inclusive, evolved, and decarbonized economy, we have been building a path that allows us to offer more responsible products and services. Through our offer of products and services and associated initiatives, we not only benefit our customers by leveraging a more efficient management of resources, but also involve and influence them to contribute with us.

IN 2022, WE PARTICULARLY STRENGTHEN THE FOCUS OF OUR OFFER ON MORE ECOLOGICAL SOLUTIONS:

- Launch of the first 100% digital eSIM

In 2019, NOS became the first operator in Portugal to launch eSIM, offering its customers the possibility of having a dematerialized SIM card in their mobile phone, facilitating the use of two SIM cards in mobile phones compatible with the technology. NOS customers can now, free of charge, ask at any NOS store for the QR code that allows them to install an eSIM on their mobile phone.

In 2022, we took a very significant step in the evolution of this concept, launching a 100% digital eSM experience under the WOO brand, without the need to travel or deliver a physical plastic part with the QR code corresponding to the customer's eSIM. In this way, any customer can join WOO or switch from SIM to eSIM in just a few clicks, without consuming packaging, plastic parts and without the need for a logistics chain to quarantee its supply.

NOS was once again a pioneer in Portugal, and one of the first operators worldwide to launch this solution.

- Eco SIM

SIM cards and packaging made of 100% recycled material for the full range of physical cards

2022 was the year to renew the packaging of tariff cards and the SIM cards themselves, ensuring two movements that contributed to reducing the environmental impact of this product, by converting the paper involved in the

packaging of the cards into a more responsible solution, choosing 100% recycled materials, and through the reuse of plastic waste, which enables a reduction in the consumption of virgin plastic.

Following the availability, in the national market, of the first 100% recycled SIM card under the WTF brand, NOS has now applied this approach to all new SIM cards. From now on, all cards purchased result from waste from the industrial production of packaging and printing material.

- Self-installation kits for boxes and routers

In 2022, we again extended the TV and internet equipment self-installation feature (a journey that we started in 2019, with a first product set), and we achieved the goal of including all equipment capable of self-installation in the active range of our HFC network. This feature is intended to give autonomy to NOS customers in installing this type of equipment, receiving the box and the router comfortably in their home, to connect them without the need for any remote technical support or intervention by a NOS technician. This option reduces the environmental impact associated with the having a technician visit their home, and guarantees sustainable deliveries, in packaging that is also increasingly responsible.

- Campaigns | One Purchase = One Tree

Strengthening its role in defence of the planet, and involving customers, in April 2022 NOS started a cycle of commercial dynamics under the motto "Whoever does it, makes the difference". On selected days and times of the year, and under the "One Purchase = One Tree" initiative, the products and services purchased at NOS stores are worth planting trees, with a view to offsetting Greenhouse Gas (GHG) emissions generated by customers' use of main telecommunications products over a year.

Two campaigns were carried out in 2022. The first, in April, took place within the scope of "World Earth Day". The last one, in October, took place on "World Habitat Day". In total, they allowed the planting of more than 26,000 trees, contributing to a reforestation project that combines carbon capture, biodiversity protection and natural resistance to forest fires, with native species that are more resistant to fire. These campaigns brought together the contribution of purchases of products and services by customers in the consumer and corporate seqments.

- Eco-rating for NOS Products and Services

The Eco-Rating, an initiative founded by a consortium of international telecommunications operators, promotes a system that allows evaluating and rating the performance/environmental impact of smartphones, considering the life cycle, and considering standards such as durability, recyclability, climate efficiency and efficiency in the use of resources, where the best rating corresponds to the most sustainable choice.

In 2022, NOS joined this evaluation system, which, following its implementation, will be able to provide its customers with information that will allow them to make more informed and sustainable choices, while suppliers are encouraged to reduce the environmental footprint of the equipment they produce.

NOS has been working towards adopting this model, in the consumer and corporate segment, with its implementation being planned for the year 2023.

  • Other continuity initiatives

Our offer comprises other products and services that generate environmental/social benefits, which were not subject to specific upgrades in 2022, but which remained available to our customers, namely:

  • -
    • Take-backs of customer equipment (TV boxes, routers and hubs for residential and fixed service customers, and smartphones) for refurbishment - in the case of smartphone take-backs, a voucher is offered for the purchase of a new one, and in 2022 this advantage began to accumulate with the Guaranteed Minimum Price in the NOS Customers Special Program.
  • Giga Router Wi-Fi 6 router with plastic structure produced using 100% recycled and optimized plastic and high energy performance; or Uma Remote - Remote with 100% recycled plastic structure and plastic-free packaging, with 100% recycled paper.

For business customers, we continued to strengthen, in 2022, various aaS or cloud solutions, as well as application programming interfaces and network services for the integration of solutions, that enhance the digitalization of its processes, resulting in a lower environmental impact and greater ecological sustainability of its activities.

Additionally, to products, solutions, and campaigns, we also seek to encourage and transmit values of environmental awareness to customers within the framework of establishing delight dynamics and offering NOS customer benefits. An example of this, in 2022, was the establishment of a partnership with Bird, to offer customers 15 minutes on Bird electric scooters, marking the European Mobility Week.

These solutions, aligned with our 2021-2025 strategy, reduce our customers' environmental impact through the use of communications solutions that generate more efficient consumption and reduce enerqy, water, or material costs. This topic is addressed in greater detail, as well as in terms of quantifying the respective impact on our performance, in "3.5 We generate value for the planet and for a more sustainable society. Our solutions and initiatives portfolio also allows us to influence various social dimensions, which translate into development factors and a positive contribution to society, also explored in this chapter and in "3.2.1 Leading the 5G technology wave and expanding its potential".

3.2.6. Safety in the use of our products and services

The growing generalization of access to digital content entails potential security risks for our customers in general, and in particular for more vulnerable populations, such as children, and which it is important to safequard on a proactive basis.

We adopted several measures and adapted our offer to support families in avoiding these risks and taking better advantage of the potential of technology.

With the exponential growth of online threats, reinforcing our services in the area of safe browsing, responding to the exponential growth of online threats, was also an area of focus in 2022,

with the launch of a new service in partnership with CISCO, which complements our offer in this field – "Safe Browsing".

"Safe Browsing"

The "Safe Browsing" service, developed in partnership with CISCO, makes it possible to protect the whole family inside and outside the home, by immediately blocking access to dangerous websites, preventing threats such as viruses, phishing, and theft of personal data. With a prominent level of acceptance, this service has proven to be a winning bet in strengthening the online protection of our customers.

This new solution joined existing ones, such as NOS Safe Net and NOS KIDS.

NOS Safe Net, accessible for IOS and Android through the NOS Safe NET App, allows to protect the whole family and all devices from the dangers of the internet, by creating profiles for children, applying filters for harmful content, limiting the hours of use of games or social networks, and setting times to go to bed. All applications and browsing time are protected, also allowing parents to manage the time their children spend in front of screens and the content they access.

Security is a transversal element to digital systems, which is why all our products and services have intrinsic or actionable safeguard features, for safe use, from the boxes to Apps such as NOS TV or NOS Play, to mobile devices.

Through the boxes and Apps, it is possible to define different profiles for the family, with access to different contents (access to premium channels or rental, or adult channels), available through the definition of a unique pin for the profile. In the context of the Mobile Product, we also provide features that may help customers to reduce exposure to abusive content, either by blocking calls of a certain type (e.g., 760 numbers or international calls), or blocking subscription services.

We also have complementary solutions in the area of security regarding the protection of assets, leveraged on the telco business, as is the case of insurance and alarm solutions, the latter corresponding to a new business area and a strong bet for 2022.

In the corporate segment, security is a core area of focus with a number of solutions available to help organizations. In 2022, we launched a new integrated solution in the cybersecurity area, developed in partnership with Fidelidade, which combines preventive and reactive security, in an innovative response, accompanying the growing use of the internet and cyber-attacks.

NOS joint cybersecurity solution | Fidelidade

NOS and Fidelidade combined their expertise in technology and insurance to create a pioneering solution aimed at the Portuquese corporate ecosystem, a joint cybersecurity solution that includes a preventive component- antivirus protection, information backup, vulnerability diagnosis - and reactive - easily retrieve data and recover from damage from an eventual attack.

This partnership also provides a diagnostic platform that allows national companies to know, completely free of charge, their degree of vulnerability and level of risk exposure in terms of cybersecurity, pointing out appropriate protection methods.

Alliance for Cybersecurity

NOS was at the "Alliance for Cybersecurity" foundation, a cooperation platform, promoted by the CNCS, whose main objectives are to contribute to the achievement of the objectives of the National Cyberspace Security Strategy, functioning as a platform for aggregating best practices and promoting the acceleration of literacy and the adoption of defence procedures for people and companies. NOS, and other leading national companies (ANA, CTT, EDP, Fidelidade, Grupo Nabeiro, Jerónimo Martins, José de Mello Saúde, SIBS and SONAE) joined together to promote the literacy and training of technicians and executives in cybersecurity issues, promote and share information and best practices, and act as an incubator for collaborative projects that benefit the various elements of the alliance.

3.2.7 Customer and Digital Centric Excellence

We are connected to our customers and their needs, focused on excellence and an increasingly digital, transparent, and inclusive interaction. The evolution of the customer experience with our products and services is fundamental to the success of our value proposition.

In 2022, we continued our Transformation Program, with the aim of achieving excellence in the customer experience, based on increasingly digital interactions and more agile and efficient processes. The investment and transformation work that we have been carrying out over the last few years reached a particularly positive expression in 2022, both in operational terms and in customer satisfaction levels.

ENSURING EXCELLENCE IN THE CUSTOMER'S JOURNEY

Following the design of new customer journeys, during 2021, in 2022, we implemented a series of very relevant technological enablers, which materially impacted the customer experience, heavily leveraged in an increasingly rich digital ecosystem in terms of features. Profound changes were also introduced to the operating model, with the aim of evolving towards a closer relationship, leveraged on autonomy and simplicity, as well as on proactivity and customization.

MORE DIGITAL AUTONOMY AND PROCESS SIMPLICITY

With a focus on customer autonomy in resolving service issues, we are expanding the features that allow customers to obtain information and resolve issues in automated service and digital channels, more quickly and without the need to speak with an assistant. In this sense, in 2022, we launched our chatbot, which allows customers to carry out a certain set of operations autonomously directly on this channel, and we will continue to increase the range of situations that can be resolved this way.

We continued to develop and provide new service features in the NOS App (e.g., document submission, digital portability, diagnosis, and resolution of difficulties with fixed internet, return of equipment), which allow our customers to solve, on this digital platform, around 30% of issues that were dependent on an analoque interaction, 5% more compared to 2021. In addition to the efficiencies captured with these new features, we quarantee a better customer experience, with greater autonomy and flexibility.

We also launched, in the NOS App, the new billing centre that allows the customer to simplify the interpretation of consumption and invoices, allows the comparison with previous invoices and highlights differences, giving them greater peace of mind, confidence and autonomy to clarify their doubts without having to contact us. In this sense, we also provided in the APP, more detailed information regarding the different products and services contracted by the customer (communications tariffs, available TV channels, equipment, etc.).

The adoption of digital channels has also been promoted through digital education that drives assisted contact to promote customer adoption of these channels, providing them with information about the features and how to make queries and other simple operations through them.

We expand our efforts, with these and other measures, to ensure that customers have their issues resolved in the first interaction, and end-to-end follow-up, ensuring that customer service teams, as well as the customers, have enough tools and know-how to solve problems associated with the service, autonomously, in the first contact.

+50% +78% of customers have already joined of customers have already adopted the NOS App and customer area the electronic invoice

The relevance of digital features for customers is reflected by their adoption. We have been developing continuous actions to promote the digital ecosystem, allowing the user base to progressively increase,

with customers registered in the NOS App and customer area representing 51% total customer base. On the other hand, in subscribing to the electronic invoice, we have already surpassed the mark of 78% of the NOS customer base, being possible to consult it through all communication platforms with the customer.

The year 2022 is thus marked by the review and simplification of processes, and a very expressive reduction in analoque contacts, simultaneously allowing for less operational effort and greater customer satisfaction, who manages to resolve their issues at first contact. In addition to increasing autonomy and customer satisfaction, our strategy also generates important environmental benefits such as reducing the use of paper and reducing carbon emissions inherent to possible travel by technicians and customers.

The various orchestrated dematerialization transformations, with external expression, contributed to a greater provision of documents in digital channels and a greater scope of 100% paperless processes, estimating an accumulated effect corresponding to the reduction in the need to fell 61 trees annually, which adds to the effect of the electronic invoice, which in turn translates into savings of around 131 tons of paper per year, thus avoiding the felling of 3,458 trees. The dematerialization of processes, namely its effect on the environmental impact, is explored in greater detail in "We generate value for the planet and for a more sustainable society".

MORE PROACTIVITY AND CUSTOMIZATION

We have adopted a more proactive approach, through early identification of needs that the Customer has or may come to have. Through analytical models, we are able to customize the service, quaranteeing a unique experience for each customer.

In the field of digital training, we continued to invest in our Digital Marketing technology portfolio, improving our web analytics, content management and customization capabilities. We have implemented a set of targeted and customized communication journeys, allowing to manage the customer life cycle more efficiently, maximizing value and experience.

We continued to evolve our know-how in Advanced Analytics, providing more intelligence and customization to the way we operate, whether in forecasting more complex technical issues that may arise and that require a more targeted resolution, or in optimizing the interventions of our field technicians or even in the automatic resolution of simpler issues in Interactive Voice Response (IVR). We also invested in training hundreds of people in the organization so that predictive and prescriptive analytics become a transversal reality across the entire organization.

On the other hand, we continued to transform our reactive approach with the application of Machine Learning at the service of technical troubleshooting of customer issues, providing these skills both in the support lines and to our customers through the NOS App, which resulted in a significant impact on the reduction of technicians visits to customers' homes, on the first-call resolution rate and on customer satisfaction. We continued to make progress within the scope of the Robotic Process Automation program, as part of the broader transformation program, consolidating our Automation practice, which now has 30% more automation compared to 2021

Excellence in customer service

Despite the strong digitization of the customer journey, the partners who manage our contact centres are at the heart of this process and continue to be a fundamental link in maintaining a good relationship with customers, as well as quaranteeing a quality service. There is a strong investment in training adapted to the new paradigm, from assisted digital education, already mentioned, but covering a whole range of training that allows keeping contact centreteams aligned and involved, and with the appropriate know-how, a crucial aspect in maintaining the desired levels of digitization and excellence.

We continued to favour remote ongoing training, with digital training support and documentation. Thus, we are also able to promote a better balance between the personal lives of these employees, also contributing to a lower environmental impact of the operation, and with has a special focus on retaining human resources through their appreciation and satisfaction, based on digitization processes.

NOS CONTACT CENTER RECOGNIZED FOR THE 2ND YEAR IN A ROW

Once again, and for the second year in a row, NOS stood out in the APCC (Portuguese Association of Contact Centers) Best Awards 2022 edition while also being recognized in the Call Center Trophies (by Abilways Portugal and Call Center Maqazine)

Due to the continued focus on the customer and the appreciation and satisfaction of the human resources working in these services, NOS once again stood out at the APCC (Portuguese Association of Contact Centres) awards, with a gold medal in the corporate service line and a silver medal in the consumer service line. This recognition was further reinforced by also being awarded TOP OF MIND in the Call Centres trophies (see more information in "2.4.1 Recognitions").

Monitoring of customer experience and satisfaction

Our activities and processes are planned to ensure continuous improvement, the effectiveness of our system and customer satisfaction. The processes associated with the supply of products and services are part of a management system, certified according to ISO 9001 - Quality Management Systems, as well as ISO 20000 - Information Technology Services Management Systems.

We continuously monitor the market, needs and trends in preferences, through market studies of consumers and our customers. In this monitoring, understanding the experience of our customers occupies a central and critical role, constituting the starting point for a wide range of improvement actions implemented operationally. We continuously monitor the evolution of customer satisfaction, by different means and at different points in the value chain, in order to capture their global view of NOS relationship sphere - and their specific view on the different interactions they have with our points of contact - transactional sphere. In both spheres we registered, in 2022, a very positive result in accordance with the path we are following.

Fair and transparent customer relationships

Provide customers with complete, clear, and accurate information, necessary for making an enlightened and informed decision and ensuring scrupulous compliance with the agreed conditions, as well as working every day to minimize and promptly respond to customer issues, are key factors in ensuring customer satisfaction in accordance with the experience principles we have defined.

We make efforts, on a permanent basis, to ensure respect and compliance with all applicable legal provisions in terms of marketing and advertising, being members of the Portuguese Association of Advertisers (APAN) and the Advertising Self-Regulation (formerly the Civil Institute of Advertising Self-Requlation) and having subscribed to the Code of Conduct prepared and approved by the latter. The main objectives of this Code are, namely, to demonstrate good practices and responsibility in the different forms of Commercial Communication, guarantee public trust and respect for consumer privacy and preferences.

In line with the publication of the Electronic Communications Law, which transposed the European Electronic Communications Code (EECC), in 2022 we reviewed and strengthened the measures we have in place to ensure that our customers are fully informed of their contractual rights, and to make the NOScustomer relationship even more transparent and simple with regard to information and the safeguarding of their rights.

As a result, we have currently implemented the following set of measures:

  • · Conditions for the provision of services, general and specific to the different types of contract available on the website;
  • One month's prior notice of changes in the conditions of service provision;
  • Information about contractual loyalty and associated charges available on digital channels and on invoices for all segments;
  • Information about the qualification of extraordinary situations, which allow customers to cancel the contract in advance and free of charge, available on digital channels;
  • = Simplification measures for SMEs and non-profit organizations;
  • Contract summary model (MRC) with the inclusion of the costs of additional services and all the information of the contractual relationship, when there are changes to any of the services contracted by the customer;
  • · Annual proactive communication of the best available offers adjusted to the lifecycle of each customer profile;
  • Explicit confirmation/"active" acceptance of the sale, for the purpose of its conclusion and through the provision of all pre-contractual information, ensuring a conscious and enlightened contracting of customers;
  • Reimbursement to the customer of prepaid balance amounts at the time of portability request;
  • · Proactive compensation in case of non-compliance with deadlines for activating and repairing faults and/or service unavailability;
  • Internet Social Tariff for low-income families:
  • · Temporary Suspension of Services, allowed for a wide range of situations of economic and/or social constraints, making the management of contractual commitments with NOS more flexible;
  • · Exemption from payment of contractual breach, with exceptions to the charging of contractual breach (unemployment, disability, emigration), and facilitation of the contract in some situations, including the adoption of the platform provided by the Directorate-General for Consumers that allows to expedite these processes;
  • = Information regarding support lines and their costs included in written communications with the consumer;

We still have an additional set of measures in preparation, which also derive from the EECC, but most of which require additional regulation from ANACOM, with a view to providing a fairer and more accessible service, especially with regard to customers in a more fragile situation.

We also have defined mechanisms and procedures to ensure communication with the customer through various channels, such as customer support lines, the NOS Ombudsman, NOS Forum, and our network of stores. These means can be activated by customers in any context that is relevant to them, whether to clarify contractual issues, or to address any problem that arises related to the use of our products and services or transactional issues, such as billing.

A central aspect of our customer service model is the principle of "First-call resolution", and we have made adaptations in order to move closer and closer to this paradigm.

The analysis of complaints, whether those addressed directly to NOS or those addressed through independent bodies such as "Portalda Queixa" or Deco, are the subject of reflection and definition of improvement plans, always in the sense of excellence.

Notwithstanding the specific action measures taken to resolve the problems addressed by our customers, our greatest effort is focused upstream, on the way we choose our investments, direct our focus on innovation, work on our internal processes and define our offer, always with the interests and needs of customers in mind.

ACCESSIBILITY FOR SPECIAL SITUATIONS

Connectivity is essential to prevent info-exclusion. Thus, we consider it essential to provide solutions that promote accessibility to our products and services by customers in special situations or with special needs. With this, we have a range of solutions for people with hearing and visual disabilities, namely subtitling in Portuguese and subtitling for people with hearing disabilities, in video on demand (VOD) and we provide Portuguese Classics with audio description at the "Videoclube".

3.2.8. Leading in Next Generation Networks

An increasingly closer, efficient, and recognized mobile network

We have the best 5G mobile network in Portugal, qlobally recognized for its quality. Over the last few years, we have made a strong investment in new generation networks and in improving and strengthening infrastructure, blurring territorial asymmetries, and improving the quality of service. providing increasingly widespread access with cutting-edge technology in Portugal.

DEVELOPMENTS TO DELIVER MORE COVERAGE, SPEED AND CONSISTENCY

In 2022, NOS continued its mobile site expansion plan, strengthening population coverage with 2G/4G, with special focus on new coverage in shared areas and also in dedicated locations such as hospitals, public service areas, COVID testing areas, etc.

The continued generalization of 4G technology in all sites has allowed for continued improvement in coverage and speed and will support the migration to voice over 4G (VoLTE), which will allow for better voice quality and a better experience in simultaneous use of voice and data. The rollout on all 4G sites (especially in the 800 MHz band) additionally improves indoor coverage in buildings as well as ensures superior NB-IoT/LTE-M coverage (Internet of Things), boosting the development of applications for families (e.g., trackers, alarms, etc.) and companies (metering, smart cities, etc.).

The mobile network sharing program with Vodafone continued in 2022 with a strengthening of coverage and relevant experience in urban and rural areas in the districts of Viana do Castelo, Braga, Vila Real, Bragança, Viseu, Guarda, Santarém, Lisbon, Portalegre and Faro. The program will continue, until the end of 2023, in the remaining districts.

Continuing with the network and spectrum transformation strategy, the 900 MHz band was reconfigured, with a total redesign of the 2G network, accommodating the additional 2 MHz acquired in the 5G auction. 3G technology was also added to this same band, thus improving voice and data coverage for 3G customers or 4G customers still without VoLTE support. The 3G 2100 MHz band is thus freed up for 4G/5G use, adding the 5 MHz acquired in the 5G auction.

In 2022, the evolution of the network to support terminals with 5G carrier aggregation, namely 700 and 3500 MHz, was also initiated. In the current architecture, this aggregation allows to combine the benefits of the higher downstream speed of the 3500 MHz with the higher coverage of the 700 MHz, enhancing higher speed and increasing the 5G coverage areas and availability.

At the end of the year, 5G coverage already reached over 88% of the population, with a presence in all districts (including the Azores/Madeira) and covering all district capitals as well as several urban and suburban areas. It is also important to point out that high-speed coverage (>1 Gbps) is already available to more than 60% of the population, allowing since the launch of the 5G network (end of November 2021) to provide customers with a unique mobile experience, leveraging various applications whether in the context of personal communications or in the development of solutions for companies.

Widespread migration to voice over 4G (VoLTE) continued to grow in 2022 reaching over 60% of voice traffic and allowing more customers to experience the benefits of superior voice quality, virtually instant call initiation and widespread use of simultaneous voice and data over 4G.

Simultaneously with the modernization plan and with the introduction of 5G, a network optimization program was conducted, providing a reduction in dropped accessibility, mobility, and increased data speed.

The exploration of new requirements is the basis of the evolution challenge in 2023, which will focus on the evolution to Core Stand-Alone allowing to start the development of critical and very low latency services, the productization of MEC (Mobile Edge Computing) solutions for applications requiring local/very low latency processing and other evolutions.

ENERGY AND INFRASTRUCTURE SUSTAINABILITY

The rapid growth of the 5G network raises infrastructure sustainability challenges as well as network's energy consumption/carbon footprint challenges.

During the second quarter of 2022, network features were activated with a view to reducing energy consumption in periods and scenarios of lower traffic usage. During the second half, new features were explored, especially related to 4G and 5G, allowing reductions in energy consumption of around 5% to 10%.

Peak consumption management and management of costs associated with upgrading batteries and mobile station software

The mobile stations have batteries to allow the services to operate autonomously in the event of power outages. With the modernization of the 5G network, NOS proceeded to modernize the battery systems of the mobile network, replacing traditional batteries with state-of-the-art lithium batteries, with superior performance, with a longer lifespan, more charge/discharge cycles, and the possibility of using charge during off-peak periods. The new batteries and the new management software allowed the introduction of a new technological feature - Tariff Control, also associated with Peak Energy Control. This feature allows the batteries to be used at peak energy consumption times to supply energy to the mobile stations, being charged during periods of low consumption (off-peak). This technology, in addition to allowing cost reduction, contributes to better management of electrical networks, one of the most critical problems identified in the energy crisis in Europe. Activation of this feature started in 2022 and will continue in 2023.

Optimization of energy and cost management

In order to optimize the Tariff Control and Peak Energy Control technology, at the end of 2022 a proof of concept was carried out with predictive models to optimize energy management in two components: (i) Optimization of energy tariffs based on consumption and energy load diagram; (ii) Optimization of the Tariff Control feature taking into account consumption, the number of malfunctions and time, the tariff cycle, identifying for each site what is the most appropriate battery parameterization to maximize efficiency (Ex: Depth of Discharge / Minimum battery life, Tariff Control application window). The results were quite positive, therefore in 2023 an energy management framework based on these mechanisms will be developed.

Optimization of consumption in low traffic conditions

In mobile stations already modernized for 5G technology, new techniques for reducing energy consumption (Power Saving Features) were progressively activated, which allow network resources that are not being used to be put on standby in the various network technologies (2G, 4G, 5G), allowing a much more efficient use of resources. The application of these features brought significant energy savings.

In the infrastructures domain, the sharing program with Vodafone allows rationalising the use of resources, enabling a 40% reduction in the number of overall towers, maintaining the goals of improved coverage and allowing less visual impact and less occupation of the territory.

The upgrade of mobile network battery systems to lithium with longer life, more charge cycles and the possibility to optimise their use and charge during off-peak periods will strongly reduce the number of lead acid batteries whose performance is clearly inferior. Also the redesign and simplification of radiating solutions (antennas) allows to maintain or even reduce in number with the introduction of 5G, minimizing visual impact.

By 2022, and in the context of network development for 5G, new, better performing equipment with lower energy consumption was incorporated, allowing to increase the 4G speeds provided with less impact on the carbon footprint of the network.

During 2023, new features will be explored, especially associated with 5G technology; Analytical models will also be developed that aim to predictively explore periods of lower usage, even during the day, trying to maximize energy reduction, maintaining the quality of experience.

MODERNIZATION OF CORE PLATFORMS

The need to ensure the best mobile voice and data service experience, and to ensure service capacity and resilience, is the underpinning challenge for the evolution of 5G technology in 2023. The 5G network evolution will be conducted for a new release of the 3GPP standard (R16), with the implementation of a new Stand-Alone Data Core architecture. This evolution will allow the development of critical and very low latency services, the production of MEC (Mobile Edge Computing) solutions for applications that require local/very low latency processing, and other evolutions.

The new solution is based on an elastic virtualized architecture, which makes the expansion of network capacity more efficient and faster, being prepared for events in which a quick network adjustment is necessary to ensure immediate capacity needs. (e.g., remote school with education connectivity for teachers and students). This architecture allows us to provide more latency demanding services to our customers, whether private or corporate, because it makes it possible to create dedicated Cores, closer to the access.

In terms of authentication of mobile customer profiles, an evolution of the architecture was conducted in which the processing of customer registration is done centrally regardless of the type of access, with the main goals being to ensure growth capacity and an even greater resilience and security in the registration and authentication of mobile customers.

To remain at the forefront of technology, and provide an excellent service to our customers, we continued the study of the best solutions on the market to ensure the evolution to a new state of the art architecture to prepare the future 5G network with high speeds, and with advanced features that will be required in the future for network slicinq, ultra-low latency, advanced security, and resilience.

VOLTE AND WIFI CALLING

Since 2020 NOS has provided VoLTE (Voice over LTE) technology, already available to 99% of customers (private and corporate), simply requiring a cell phone with 5G or 4G to enjoy the service. With this technology it is possible to improve customers' voice and data service experience. Simultaneously, NOS pioneered the introduction of Wi-Fi calling, allowing high-quality voice calls under conditions and diversifying the network access capacity. Also, since 2021 NOS has provided customers with the Smart Number service and the possibility of using the Apple Watch Cellular and the Samsung Watch Cellular, having pioneered their introduction in the national market.

EXTENSION OF THE CORPORATE OFFER

In the corporate market, new voice service offers were developed in conjunction with reputable partners in the market to bring integrated services to small and medium-sized enterprises that were normally only accessible to large companies, with a multiple set of adaptations behind them that have made it possible.

From the great diversity of solutions/initiatives developed, we highlight the following:

  • · Investments in the modernization of convergent voice and unified communications solution platforms for corporate customers;
  • = Investments and developments in infrastructure to enable the integration of enterprise voice services with services from relevant partners/vendors in the market;
  • Modernisation and fine-tuning of platforms for efficient and secure support for Internet of Things solutions;
  • = Launch of a digital portal where Services and APIs of the NOS platforms and network are displayed, intended for work and integration with partners within the scope of the NOS Hub5G;
  • Development of a new group communications solution, currently already in the pilot stage with several corporate customers;

  • · Deployment of a new messaging platform that will enable an even higher level of resilience and performance with particular emphasis on supporting massive corporate and institutional customer campaigns;
  • · Other investments in modernisation of platforms and services, particularly in the areas of taxation, smart networks and display of services;
  • · Provision of new services, many of them developed in-house by NOS teams, improving the user experience of its customers, and enriching it with new features (e.g., NoR);
  • · Specific integration projects of communications solutions in various corporate customers of various dimensions and high sophistication and diversity of requirements;
  • · 5G solutions projects in various corporate customers of various dimensions and high sophistication and criticality of requirements;
  • = Modernization of the Core platforms that support Mobile Data services, ensuring state-of-the-art features with the aim of enriching the service provided to our customers;
  • · Capacity expansion in the Core network architecture supporting VoLTE, WiFI calling and Smart Number services, ensuring that all customers with a compatible terminal have access to a superior quality voice service;
  • = Change of architecture in the Core Platforms that support the mobile Data service, ensuring greater elasticity in capacity expansions. This flexibility is critical to the growth of data use by customers, for the higher speeds offered in the NOS offers and to ensure the best quality of service standards to ensure the best experience;
  • · Entry into VoLTE Roaming Agreements with all operators that have conducted or plan to conduct 2G and 3G network shutdown to ensure 4G voice service at these operators;
  • = Selection of Reference suppliers for the new 5G SA architecture, which allows the implementation of low latency use cases, mission critical and slicing, and generic Telcocloud for onboarding multivendor functions in a common infrastructure;
  • Tested a new security architecture, to continue to quarantee the best solutions and best practices to ensure security in our customers' communications, among others.

THE BEST MOBILE NETWORK IN PORTUGAL, WITH UNIQUE AND INDEPENDENT RECOGNITION

The year 2022 saw our NOS mobile network obtain unique levels of recognition. It was highlighted by the specialized partners Ookla and OpenSignal, and also recognized as Product of the Year by Deco Proteste, relevant for translating a direct scrutiny of consumers.

Ookla® – the qlobal leader in fixed and mobile network testing applications, data, and analytics, continued to recognize the superiority of NOS' mobile network, as in the second half of 2021. In January 2022 it distinguished the NOS mobile network as the fastest in Portugal, becoming the first national operator to obtain the award. Recognition of the NOS network as "Fastest Mobile Network" was based on the results of more than 185 thousand tests performed on the Speedtest platform on users throughout the country and customers of the three national operators, considering the average download and upload speeds achieved.

In July it was this entity's turn to specifically recognise the NOS 5G network, with the award "Fastest 5G network in Portugal", the first 5G award to be given in Portugal. The NOS network achieved a Speed Score™ of 305.40, concluding that, in the reference period of the analysis (first half of 2022), it was 6.55% faster than the second-ranked network. The Speed Score™ was based on a nationwide evaluation of the three main operators, using more than 73,000 tests conducted by users of the Speedtest® platform, belonging to the various operators.

The Speed Score integrates the average download and upload speeds achieved in the tests, with the average download speed on the NOS 5G network being 6.4% faster than the runner-up, while the average upload speed, was around 17.9% faster than other operators.

OpenSignal - global leader in mobile network performance analysis, in the Portugal Mobile Network Experience Report of February 2022, crowned NOS as the most awarded operator in the evaluation of mobile network experience in Portugal. The study took place between September 1st and November 29th, 2021, evaluating seven categories of user experience. NOS stood out in the Video Experience, Upload Speed and 4G Availability categories. In the remaining four categories analysed, NOS was the winner together with other operators: Gaming experience, voice application experience, download speed experience, and 4G coverage. Through daily individual analysis and measurement of more than 100 million devices worldwide, Opensignal evaluates the mobile network user experience of the world's leading operators.

To these evaluations of a specialised technical nature was added the recognition of "Most Advanced Mobile Network Offer", with the seal of "Product of the 18th edition of this initiative, and in the Telecommunications Experience category) reflecting a very positive evaluation that translates "the voice of consumers". The distinction was obtained as a result of the introduction into the network, in 2021, of a number of features that contributed to further improve the NOS customer experience, such as HD voice technologies, VoLTE, Wi-Fi Calling, eSIM virtual digital card or the Smart Number, for having the same number in several connected equipment, a pioneering service in the Portuguese market. Deco Proteste also awarded NOS the seal "Best of the Test - Mobile Internet"33 , distinguishing the NOS

33 NOS mobile internet is the best in the country

1 INTEGRATED Management REPORT

network for the first time, according to the results of the latest national comparative study of the QualRede application. The distinction was based on the average weighted by the quantity of measurements recorded monthly on the platform between May 2021 and April 2022 - over 50 thousand. NOS stood out in the user experience that includes download and upload speed, internet browsing quality and streaming content viewing

These recognitions are the outcome of the effort of recent years, the result of continuous and structural work that continued to be strengthened in 2022, with the NOS network maintaining its high rate of modernization and 5G activation.

OPTIMIZATION AND EXPANSION OF THE FIXED NETWORK

We are continuously working on expanding, optimizing, and improving network infrastructures, ensuring the best networks, capable of responding effectively to the digitalization challenges of the societies of the future, providing the necessary basis so that families can have access to the most advanced technology and companies can pursue the path of digital transformation.

Therefore, as part of its next-generation network expansion plan, it continued to strengthen its Gigabit network coverage to 5.284 million homes, 63.4% of which with optical fibre.

For the expansion of the FttH network, more than 4 thousand dedicated point-to-point lines were delivered to the corporate segment to connect corporate networks. Nearly 2 thousand new point-topoint connections were also built to support the various NOS networks (mobile and physical), the biggest contribution beinq to the evolution of the mobile network backhaul, namely, to prepare the network to support 5G.

The growth in the consumption of services in the residential and corporate segments, over the fixed and mobile networks, translated into the need for evolution in terms of capacity in the various network, access, transport and interconnection seqments to their own Data Centres. The use of 100G and 400G technology in the interconnection of the main nodes of the IP network can be considered to be widespread, as well as the need for increasingly significant capacity increases at the more capillary levels of the network, in order to provide progressively higher service speeds.

During 2022, efforts were also made to strengthen the security portfolio aimed at both the residential market (e.g.: "Secure Internet") and the corporate market, highlighting in the latter case the importance of a wide spectrum offer (NG -FWaaS, anti-DDoS, SoC, Multi Factor Authentication, nomadic access termination, SD-WAN, etc, in order to address the challenges associated with the digitalization of the business.

The plan to evolve the network solutions implemented at the Data Centres level was also carried out in order to boost integrated offers from hybrid clouds and to promote aglity in the processes of providing services to address internal needs and those of the corporate market.

In the WDM transport network NOS continued the modernisation process. The network was provided with the latest technological innovations, becoming coherent, with flexible spectrum grid (flexgrid) and always using a minimum of 100G per line channel, with the capacity to deliver services of up to 400G to end customers. By the end of 2022, about 50% of the network was already modernized. Still at the WDM level, we started the distribution of phase synchronization, with asymmetry correction, making its delivery to 5G network sites possible.

In terms of the FTTH access network, NOS began preparing the XGS-PON technology that will allow the delivery of services up to symmetrical 10Gbps to residential and/or corporate end customers.

A RESILIENT, RELIABLE AND AVAILABLE SYSTEM

The quality, availability, and resilience of the infrastructures and all the means inherent to the services we provide are essential foundations for achieving the excellence goals we have established with our customers in mind. We work continuously to improve our resources and response capacity. These actions also contribute to improvinq the ability to support the authorities and the general population in the event of unexpected or extreme events.

Quality, reliability, and sustainability of the service

The challenges in terms of detecting and quickly resolving network failure situations have been addressed through a growing digitalization and automation effort.

An effort was made to digitize several problem resolution processes, so that as soon as service unavailability events are detected, resolution flows are immediately followed by the supervision and network services teams, leading to a greater systematization of processes and aglity in execution. In a later stage, the most repetitive tasks were automated, resulting in a reduction times and greater freedom for the teams to deal with other situations.

Additionally, the resolution process involves automatic forwarding of tasks to our field partners, minimizing the time elapsed between detection and assignment of each task to available technicians.

There were also further automation developments in the validation of services after the technicians finish their tasks, with the services being ensured by the systems instead of the previous manual validation by the network supervisors using the defined communication channels. Thus, waiting times are avoided, allowing technicians to be quickly forwarded to resolve other anomalous situations.

The digitalization of processes improves the aglity of the teams, allowed to start preparing the future, placing at the forefront a greater ability to resolve malfunctions through the implementation of resolution workflows, allowing faster service recovery, minimizing the downtime for our customers.

In the Datacentre and Cloud areas, we continued the optimization and resilience efforts of the service infrastructures. We implemented the multi-AZ architecture (AZ = Availability Zone), which distributes the productive applications by different AZs, active in different Datacentres. This solution ensures that, in case of failure of a computing or storage component of one of the second one can ensure the service without impact or functional interruption.

Disaster Recovery (DR) capacity was also created in the North of Portugal, at the Riba de Ave site, with South -North data replication mechanisms having been implemented, thus safequarding an additional level of resilience in the event of a serious incident that could condition the availability of both AZs to the South.

In the area of information management, we complemented storage technologies with a new platform. Known as Smart Storage, it allows the most effective distribution of information, through technological levels appropriate to the level of criticality of the data, and to the performance requirements, in terms of the respective access.

The new platform is implemented in a resilient model by default a geographical distribution of information across 3 different datacentres, which quarantees its full availability in the event of a total loss of any of the 3 sites.

In the automation area, we continued the effort of digitization of processes for provision and monitoring of services in the Datacentre and Cloud, having developed the mechanisms necessary for automation of creation, activation, and management of resources at the NOS Datacentre, as well as at the main Cloud service providers (AWS, Google, and Azure).

This effort allowed for much faster implementation times, also enabling the absence of human intervention in the processes, thereby reducing the potential for human error. Likewise, once the resources were activated, they could be monitored and managed through a single platform, allowing total visibility by the resource user/manager and the ability to directly intervene in changes deemed necessary.

A structural project for the resilience of services in the southern zone of the Lisbon metropolitan area was also concluded in 2022, an initiative that allowed the region to have a benchmark level of service availability.

Together with NOS partners and infrastructure service providers, a project was also launched to improve the resilience of fibre network routes in the Baixo Alentejo/Algarve region, which will improve service availability. This project will continue to be developed during 2023.

In this regard, we acted on several fronts:

PHYSICAL PATHS:

  • Development of automatism for geographical comparison of overlapping paths;
  • Introduction improvements in the tools and processes for analysing physical paths, in order to ensure implementation and recovery in case of failure.
  • Proactive monitoring of non-conformities

SERVICE PLATFORMS:

  • Implementation of geographic redundancy for non-linear TV platforms and contribution from the most relevant channels.
  • Revision of the interconnection architecture with the islands in order to quarantee mobile and fixed services in the Autonomous Regions Azores and Madeira.

ENERGY:

Renewable energy

The new PPA (Power Purchase Agreement) went into production in 2022, ensuring that during this year NOS has already consumed green energy and contributed to a more sustainable environment (As this measure is transversal to NOS, it has its greatest impact on the network). This PPA will be fully operational in 2023 and will supply 62 GWh per year for a period of 11 years.

Implementation of power saving features to optimize consumption in low traffic conditions

  • In the mobile stations already upgraded to 5G technology, new techniques for reducing energy consumption (Power Saving Features) were progressively activated, allowing network resources that are not being used to be put on standby in the various network technologies (2G, 4G, 5G), enabling a much more efficient use of resources. The application of these features brought relevant energy savings.

Mobile stations battery upgrade and peak consumption management

  • NOS mobile stations have batteries to allow services to operate autonomously in the event of power failures. With the modernization of the 5G network, NOS replaced traditional lead batteries (Lead Acid Batteries) with state-of-the-art lithium batteries. These batteries withstand many more charge/discharge cycles, allowing the introduction of a new technological feature – the Peak Energy Control - in peak hours of energy consumption, the batteries are used to supply energy to the mobile stations, which are then charged during periods of low consumption (off-peak). This technology, in addition to allowing cost reduction, contributes to better management of electrical networks, one of the most critical problems identified in the energy crisis in Europe. Activation of this feature will continue in 2023.

Implementation of air conditioning optimization measures in technical rooms

  • The knowledge of energy efficiency measures developed at Datacentres allowed NOS to extend this approach to smaller rooms spread across the country and to start a project to reduce energy consumption. To achieve this reduction NOS decided to increase the temperature of the rooms to international standard values and thus improve the PUE (Power Usage Effectiveness) index through a decreased use of the air conditioning systems.
  • For this temperature increase to be possible without compromising the correct climate control of the equipment installed in these rooms, it was necessary to conduct a thorough review of all existing thermal insulation and review air conditioning flows in all corridors, review the temperature regulation of the HVAC systems (Air Conditioning and Free Cooling) and reposition temperature sensors to better read the conditions in the rooms. This project will continue in 2023.

ENSURE CONTINUITY OF SERVICE TO CUSTOMERS AND EMERGENCY RESPONSE CAPACITY

Since the pandemic situation there has been a significant change in the usage profile of our customers. This is the result of changing traffic patterns during working hours, conditioned by increased use of hybrid working regimes, and of greater network usaqe during the day by residential customers on mobile and fixed access networks, as well as greater weekly variability in volume/distribution and mobility levels. This circumstance makes network prediction and optimization more difficult and forces mobile networks to adapt to new usage patterns.

The requirements in terms of network availability led to a recurrent consideration of the resilience scenarios of our services and the implementation of equipment redundancy solutions and new physical paths. Based on information repositories regarding network failures, analytical models have been implemented in order to identify situations of recurring failures, possible points of failure and proactively identify situations that may result in degradation or interruption of service and thus act preventively.

Reqarding to population safety and emergency response, during 2022, we always continued to respond effectively to requests to alert the population, using the mobile network, requested by the Portuquese National Authority for Emergency and Civil Protection (ANEPC), whether the alert requests were requested in advance or immediately. The periods defined for the mass text messaging were complied with, followed by the respective monitoring of the messages delivered in order to report to ANEPC the percentage of customers who were notified in the intended geographic areas. During the year, this system was used recurrently to notify the population in geographic areas that have been affected by anomalous nature phenomena, as well as in fire situations, while at the same time NOS continued to implement improvements in order to make the process increasingly agile and to ensure a state of readiness to respond to the messaging requests received.

In May 2022, NOS was notified of ANACOM's decision to accept the report prepared by Ernst & Young (EY) on the audit conducted on NOS Comunicações under the Regulation on security and integrity of electronic communications networks and services, Requlation no. 303/2019, which establishes a set of security measures across several areas such as: risk management and governance, human resources safety, security of systems and infrastructures, operational management, incident management, business continuity and monitoring.

The report of the audit process that began in 2021, but whose conclusion and validation by ANACOM was only completed in 2022, concluded that "the company not only complies with the specific measures established in Requlation no. 303/2019, but also with the levels of sophistication 1 and 2 of the security measures associated with the targets listed in the annex to that Requlation."

3.3. We Generate Value for Our People

We provide an attractive environment, valuing our people's well-being and their contribution, preparing them for our digital ambition

3.3.1. Connected to our people and to current and future challenges

Our people are the organization's core asset. We take care of their integration into an inclusive and cohesive environment. We bet on their professional and personal development, and their well-being, to leverage and benefit from their full potential. As the main enabler of our development strategy, we are committed to aligning it with the organization's culture: anchored in digital and sustainability drivers, and in an aqile organizational model, for an organization capable of responding to current and future challenges and to the ambition of leading the digital customer experience.

2022 was another challenging year, with the unstable environment inevitably constituting a factor of concern for people. But the achievements of recent years allowed us to start this new cycle on a solid basis, strongly marked by another stage of cultural evolution during 2021, in particular with the redefinition of the NOS values that focused our people on behaviours linked to individual and collective growth, to the sustainability of the business and of society, and to innovation.

We continued to evolve in the reformulation of our people's journey in the organization, continuing to focus on digitalization as a key element of the agility and balance that we want to achieve. Still, due to the impacts caused by the strong limitations imposed by the context experienced in recent years, we sought to re-establish a dynamic of greater proximity with our people, promoting various initiatives of sharing, alignment, and celebration.

The initiatives and dynamics created among employees have translated, by 2022, into levels of satisfaction and pride that validate the path we have been following together.

83%
General Satisfaction Index
about working at NOS
(+3pp compared to 2021)
35%
Pride about
working at NOS Index
94%
Satisfaction Index with Individual Respect
for each employee
Saurca: 2022 Climata Study
88%
Leadership Trust Index

3.3.2 Our human capital

As of December 31st, 2022, we had a total of 1,803ª employees, the majority (94%) allocated to the telecommunications business.

The diversity, talent and training of our workforce is what leads us to excellent results and the organizational success that we so desire. These principles accompany us in the daily management of the orqanization, and encourage us to develop actions that materialize them, allowinq the creation of value, individually and collectively.

As a company that has a strong determination in the areas of technology, we operate in a sector that has demanding challenges with reqard to gender distribution. However, we seek to have a positive impact on these dimensions, which is why we have developed a wide range of initiatives to promote structural change.

Regarding gender diversity, in the total management positions, including managers and directors, women have a representativity of 33%.

With regard to the qoverning bodies, at the end of 2022, there were 5 women on the Board of Directors, representing 33% of the total number of Directors (15) and the Executive Committee had one woman on

34 The total number of employees presented does not included rectors, traines in which NOS holds less than 51% and cinema

its composition, representing 14% of the total composition of this body (7 executive members). Since 2017, 100% of our employees have been working full-time and, by 2022, over 99% will have a permanent contract, reflecting our commitment to sustainable employability policies. More than three-quarters of our employees have higher education qualifications.

Our People 2020 2021 2022
Total number of employees 35 1.899 1.829 1.80336
Type of contract (%)
Employees with permanent contract 95,6% 99,1% 99,2%
Employees with a fixed-term contract 4,4% 0,9% 0,8%
Diversity and inclusion
Gender
Women
No. 770 748 737
0/0 41% 41% 41%
Men
No. 1129 1081 1.066
0/0 59% 59% 59%
Women in management positions
No. 127 126 131
0/2 31% 31% 33%
Age (%)
<30 years old 11,5% 13,2% 12,5%
30 to 50 years old 76,3% 72,0% 69,3%
>50 years old 12,2% 14,8% 18,1%
Inclusion
Employees with disability (%) 1% 1% 1%

With regard to geographic distribution, the company's activity is completely focused on the national market. We have a higher density of employees in Lisbon and Porto, with 68% and 27%, respectively, the remaining 6% are spread across the autonomous regions and other locations.

In continuity with previous years, the proportion of employees under the age of 30 remains at 13%, due to the bet on hiring young talent; More than 50% of admissions in 2022 were candidates under 30.

Among candidates up to 25 years old, the number of admissions grew 15% compared to the previous year.

As in previous years, we provided professional, summer, and curricular internships. In 2022, we promoted a total of 126 new internships.

The structure of NOS employees by functional group presents the proportion expected in a company in the technology sector, whose workforce is mostly technicians representing 78%, managers 19% and directors 3%.

Distribution of employees by gender, functional group, and age group

3.3.3 Diversity and inclusion

Rigor and transparency are the basic principles of our internal human resources processes. Its application allows us to promote diversity and inclusion and strengthen the ethical commitment to meritocracy.

Besides ensuring equal opportunities for personal and professional development, we believe that diversity and inclusion positively impact the organization, the well-being, and satisfaction of

(36) The total number of employees presented does not inces, employees of companies in which NOS holds less than 51% and cinema workers

(35) The total number of employees presented directors, trainees, employees of companies in which NOS holds less than 51% and cinema workers

our people, partners, and customers, helping to grow in innovation, creativity, teamwork, motivation and willingness to change.

2022 was a particularly active year for the successful implementation of this vision, with the momentum provided by the implementation, in 2021, of the Diversity and Inclusion Committee, which has the responsibility of monitoring, challenging, and improving the measures taken by NOS in this scope.

With determination and focus we conducted a set of initiatives related to inclusion and diversity, with high impact, of which we highlight:

Statement of Commitment to Diversity and Inclusion

Approved in early 2022, the Statement of Commitment to Diversity and Inclusion presents the company's guiding principles in this area and reveals and details the main action axes: (i) Diversity and Inclusion Mindset; (ii) Inclusive Leadership, and (iii) Diverse Talent Pool.

In the institutional area of the website, it is possible to consult the full version of this statement.37

At the same time, we are based on human resources models and policies that allow an effective response to the principles and values that govern our operation - respect for diversity, rights of each person and non-discrimination - and that value a balanced workforce, not only with regard to gender or age, but also with regard to origins, life experiences and ways of thinking. It is with this combination and sharing that we strongly contribute to the value creation and to the composition of a strong NOS brand, founded on our people.

Partnership with Technovation Girls Portugal

We partnered with Technovation Girls Portugal, with the goal of promoting young women's interest in STEM (science, technology, engineering, and mathematics). Based on this partnership, we had the opportunity to participate, in 2022, in Technovation Girls, a worldwide program of technological education, with the objective of empowering girls aged 8 to 18 to become confident in STEM areas, and to lead the creation of technological solutions to answer today's problems.

Within the scope of this participation, a group of NOS employees had the opportunity to mentor working groups of young women, supporting them in the creation of projects with social impact.

Inclusive Community Forum Membership

We have become a member of the Inclusive Community Forum, contributing to the promotion of a more inclusive community.

The Inclusive Community Forum (ICF) is an initiative of Nova SBE dedicated to the lives of people with disabilities. It promotes a more inclusive community through a network of partners, challenging them to take an active role in this issue, especially with the employability and education of people with disabilities.

PWN Partnership Creation

PWN is a professional association whose purpose is the creation, implementation, and development of all types of activities designed to promote and highlight the professional role of women in the labour market. NOS joined this movement with the aim of recognising and promoting female engagement and development at NOS, giving the nominated members access to networking breakfasts, workshops, and role-model initiatives with leading figures in the various sectors of the Portuguese business fabric.

2023 Gender Equality Plan

The Gender Equality Plan materialises the commitment and the goal of NOS in this matter, in safeguarding meritocracy in all forms and circumstances. The plan for 2023 strengthens the commitment to the priorities that guide us, allowing us to monitor and measure the progress of the path we are taking. We remain focused on improving the knowledge and tools that our people possess in this area, seeking to offer the best resources at our disposal.

In the institutional area of the website, it is possible to consult the full document 38.

We also continued to participate in the Bloomberq Gender Equality Index (GEI), having registered a very positive evolution, with a score of 84.11%, an increase of 19.41pp compared to last year's score (64.7%), as the result of the significant work we have been developing.

(37) Statement Commitment Diversity and Inclusion.pdf (nos.pt

3.3.4. Remuneration and benefits

The NOS Remuneration Policy is governed by a set of principles aligned with best national and international practices. We regularly participate in benchmark studies on remuneration and benefits trends that allow us to assess and increase the NOS competitiveness, aligning and adjusting to market dynamics.

Equity
Ensure the principles
of internal equity
that support integration into
a unique culture
Balance
Ensuring balance between
the fixed and
and variable components of
the remuneration structure
Simplicity
Simplified remuneration
structure, ensuring
clarity in its communication
and understanding by
employees
Flexibility
Guarantee, within the
defined rules, flexibility for
the treatment of
differentiated situations,
namely in the management
of
of high-potential employees
Performance
Ensure the link between
compensation and individual
and company performance
in the short and long term
Competitiveness
Guarantee levels of
of competitiveness necessary
to
ensure the talent attraction
and retention

The remuneration package is based on basic salary and variable remuneration components, with different attribution by organizational group. All organizational groups have a reference salary band that aims to ensure a competitive positioning in the telecommunications and information technology market.

Knowing the importance that the remuneration and benefits policy represents in attracting and retaining talent, we integrate benefits not only at the formal level of the remuneration policy, but also in the experiential and emotional field. One way of obtaining a return and contributing to higher levels of engagement is to conceive and offer benefits that meet people's needs and generate a return for the company. Therefore, we have added to the remuneration package, a set of benefits and partnerships, programs and initiatives oriented to the needs of different work generations.

In 2022, we strengthened the offer of benefits, launching the NOS VITA Program, which includes a savings axis, by providing a platform with more than 300 partners, with an offer of diversified goods and services at special prices.

The benefits provided include insurance, children's vouchers, and all NOS services with discounts. It also covers a platform with more than 300 partners, offering diversified goods and services at special prices.

In addition to flexible entry and exit hours, the holidays and leave policy in force provides for leave on birthdays, leave on the morning of the first day of the new school year for employees with children under 15 years of age, the full day of the 24th of December and the afternoon of the 31st of December.

In order to guarantee mobility in our employees' daily work practices, we ensure that everyone has access to smartphones, laptops, video conferencing systems and VPN systems.

3.3.5. Safety, health, and well-being

We ensure that our employees, suppliers, and partners perform their activities in a safe and balanced work environment, which prevents the occurrence of incidents and occupational diseases and promotes emotional well-being, as an essential foundation to provide an attractive work environment on which our ambition of positioning NOS as the best company to work at is built upon.

OCCUPATIONAL HEALTH AND SAFETY MANAGEMENT

NOS Comunicações has, since 2015, an Occupational Health and Safety Management System (OHS) implemented and certified, in accordance with the ISO 45001 standard, which essentially covers the Products and Services of the Corporate market segment, although we have good OHS practices implemented across the company. This certification demonstrates our commitment and endeavour to complying with legal and other applicable requirements, ensuring the systematic and comprehensive implementation of best practices and processes, in a logic of risk minimization and continuous improvement of OSH behaviours and conditions inherent to our activities and infrastructure. Regardless of the scope of the certification, this approach is reflected throughout the organization, including our people and also the employees of partners, when they carry out work in our facilities occupied and/or managed by NOS.

Through the annual mapping exercise of the main OSH hazards and risks, psychosocial, ergonomic, physical, mechanical, electrical, and associated with missions continued to be identified as the main risk categories, on which we have been working through the definition and implementation of action plans.

The action plans are aligned with our Occupational Health and Safety Management System (ISO 45001), which foresees several initiatives, namely an audit program, carried out by accredited extities, in order to ensure and improve the working conditions of our people in terms of air quality, noise, lighting and air conditioning conditions. Quarterly food audits are also conducted to ensure the quality of the food provided in our buildings.

Following the work developed in 2021, of identifying high-risk activities, supported by a specific hazard identification and risk assessment matrix for this purpose, and involving visits to infrastructures and field activities, in 2022 we strengthened the protection measures for employees with ergonomic, physical, mechanical, and electrical risk activities.

We have also reinforced the training of the area managers and of the employees exposed to these risks, and we have developed a new process for monitoring these teams regarding protection measures.

With the aim of listening to NOS employees and knowing their perception on various OHS topics, regular questionnaires are carried out in order to quarantee the continuous improvement of the implemented processes. The monitoring of results supports decision-making in this area.

Since 2020, employees have been able to carry out, in an easier and more convenient way, Occupational Health appointments and exams at the three main NOS buildings (Campo Grande, Expo and NorteShopping buildings). This process is essential for each one to take care of his health and to ensure compliance with the obligations, both legal, of article 108 of the legal framework for the promotion of Occupational Health and Safety, and normative, of the NOS certification in OSH.

Training is one of the important pillars in preventing risky behaviour and managing occupational health and safety, which is why we provide training to all new employees as an integral part of the onboarding process. In terms of physical safety, we provide e-learning training for new employees, so that they know how to act in prevention and emergency situations in our buildings. In 2022, this reached a completion rate of 88%.

FOCUS ON THE PROMOTION OF WELL-BEING

In 2022 we redefined our strategy and implemented the NOS VITA Program, our current well-being program, which reflects a personalized, holistic, impactful, and sustainable approach, based on 3 dimensions - Body, Mind and Social. The Program operates through awareness, empowerment, and facilitation initiatives and with a strong leadership engagement.

Within this scope, and following the study conducted in 2021 on Psychosocial Risks, we developed a cycle of webinars called "Healthy Conversations" with the objective of promoting, and sharing insights and practices for the promotion of Mental and Emotional Health. The set of webinars held had the participation of more than 700 employees. At the same time, several written and audiovisual contents related to this topic were released.

We also strengthened the practice of disconnection with the introduction of tools such as Viva Insights that can help self-learning for behaviours that promote recovery and balance, as well as communication about the available Online Medicine tools for psychology appointments to respond to employees at risk, ensuring due awareness about its existence and purpose. We raised awareness among managers through tips and recommendations to promote a healthy and sustainable work environment by taking care of themselves and their people on a daily basis, as part of the LeaderShift Program, which includes training on emotional management and mental health issues for leaders (see more information on this program in 3.3.6 Talent management).

Within the scope of the social axis, we promoted get togethers in the buildings, with contextual celebratory initiatives, such as an Activity Market week to celebrate the NOS anniversary, "Return of the Heroes" at the end of summer, St. Martin's Day and at Christmas, and we promoted the Wellbeing Community. After its creation in 2021, this is a community directed at our employees, which allows us to bring together people with the same interests, vitality, curiosity, generosity, and willingness to share ideas, experiences, suggestions, inspirations, among other Wellbeing-promoting content.

3.3.6 Talent manaqement

Operating in an area of high technological dynamics, NOS continues to recognise talent management as one of the key points for its success and sustainability. The evolution of the labour market, greatly impacted by the context in which it has operated in recent years, has promoted new challenges reqarding talent management. The new skills, new work dynamics and new social priorities challenge us to constantly evolve and adapt our management models, practices, and policies in this area.

Throughout 2022, we invested heavily in improving our employees' experience, revisiting some of the people management programs and processes, namely the recruitment process and the onboarding journey, centred on the employee, in the knowledge of the business and with a WOW effect, having recorded very positive results.

Recruitment Onboarding
Candidates: NPS 89 Candidates: NPS 60
Hiring Managers: 92% satisfaction New Joiners: 97% report similar levels of
of motivation after 2 months as on the day
they joined

"NOS Alfa" numbers since the beginning of the program

This program, with a total duration of 12 months, aims at the development of trainees through rotation between two business areas, includes a very strong mentoring and follow-up program, combined with specific and tailor-made training.

Since its start, a total of 260 candidates have already joined the programme, with experience in various areas of the company, which has an 87% average retention rate per program. The program has evolved according to the needs of the business and the changes in the work context.

In 2019, within the scope of the commitment to technological transformation, we took advantage of the solidity of the NOS Alfa corporate trainee program, to launch the technological branch of the program, called "Alfa tech", focusing on the areas of Advanced Analytics, Big Data, Cybersecurity, Software Development, System Engineering, Robotics, Multimedia, among others.

In 2022, motivated by the good results achieved by the evolutions of the previous programs, we recovered a format more focused on the on-site component, maximising knowledge and sharing among the trainees and ensuring an immersive experience in the NOS reality.

The overall feedback on the NOS Alfa onboarding week was quite positive (4.7 on a scale of 1 to 5), with almost maximum rating of the organisational capacity (4.9 out of 5). We therefore intend to continue to be a benchmark in attracting young graduates, attracting talent aligned with a culture and values of excellence and innovation.

INTERNAL MOBILITY PROGRAM

In 2022, we maintained the Internal Mobility Program, a development program for our employees, which aims at the learning of transversal skills and also a broader knowledge of our business.

Since 2020, we have already carried out more than 350 mobility actions. In 2022, the index stood at 7.2% of the organisation.

CONTINUOUS TRAINING OF OUR EMPLOYEES

In 2022, we restructured and relaunched our development and training area, the NOS CAMPUS, to raise learning in the orqanisation to another level. We renewed more than 80% of the training offer to ensure that it is capable of meeting the current learning needs of NOS and of our people, both in terms of content and format. We centralised the entire training offer on a single platform, accessible to everyone throughout the year, developed to be user friendly, agile, and transparent, a living, reqularly updated space that provides continuous access to training.

NOS CAMPUS operates in four key areas - Leadership and Management; Technical and Digita; Technology and Transversal - to strengthen our ability to undertake new goals, overcome challenges and

1 INTEGRATED Management REPORT

seize the growth opportunities that the future holds. The action areas are fully aligned with the organisation's strategy, serving simultaneously to sustain and enhance it.

AMONG OTHER TOPICS, IN 2022 NOS CAMPUS INVESTED IN FOUR RELEVANT FRONTS

Leadership development and the Leadershift program/movement

Training pack that, in addition to formal training, included individual and group coaching sessions. This issue was of such importance at NOS that a movement was created - the Leadershift - which, as the name suggests, is a movement of Leadership Shift, based on several initiatives, comprising several training actions that were highly customised to support and promote the change that is intended to be achieved with this movement.

Advanced Analytics FAAST (Forward the Advanced Analytics Smart Transformation) Program

The FAAST program was intended to disseminate and promote know-how about Advanced Analytics, from a prescriptive standpoint, which is a clear bet on NOS' current way of operating and acting. This training was built to bring this knowledge to various audiences, from the Executive Committee and Directors to Team Leaders and technical profiles, with different levels of depth and proficiency.

Cloud Training

Cloud technology is currently a fundamental pillar of NOS' business, and, like any technology, it is under permanent development, requiring a continuous learning structure that allows knowledge to be renewed and updated on a regular basis.

Training in technology and transversal subjects (e.g., languages) in a platform-supported self-paced study model

In the investment in self-paced study platforms that simultaneously allow for the adaptation of learning and its pace to the individual needs of each employee, being especially relevant in technological training and in transversal subjects such as language training.

In 2022, 308 training actions were held, totalling 34 547 hours of training, mostly online (73%), covering 93% of the orqanisation. This figure represents a substantial increase compared to 2021 (24 794 hours), driven by the restructuring and relaunch of NOS CAMPUS, but also by the greater contextual standardisation that allowed training to be resumed without constraints throughout most of the year.

34 547 hours

of training in 2022, representing an increase of about 39% compared to 2021

LEADERSHIFT PROGRAM/MOVEMENT

The leadershift program emerged within the scope of the redefinition of the current NOS culture, a culture of greater flexibility, autonomy, with more room for error, more action, and more agility. To promote leaders aligned with this culture and with the company's development process, capable of mobilising and keeping teams motionally balanced, aligned, and efficient, NOS started a process of defining the profile of an NOS Leader, based on principles and behaviours.

Seven non-linear and action-oriented principles were defined, such as "etigridade" (Ethicality), which joins the word ethics and integrity; "cooperanca", which joins the word trust and the word cooperation, and reflects the commitment to work in an environment of trust, with a focus on psychological safety; or "riscoragem", courage to take risks, to be able to innovate and accept mistakes as part of the learning process.

After the definition of the leader profile, a 360° Assessment followed based on that definition (in-depth internal consultation, involving a focus group, as well as a survey of employees) and finally the definition

of training actions that were highly customised to support and promote the cultural change that we want to achieve.

The training program has become an ongoing movement, involving, in addition to this main axis (of training):

  • · "Communication" with a focus on awareness and engagement, with the creation of a manifesto that conveys the message of what we want from our leaders, a leadershift kit - various self-reflection and team reflection exercises, and leadershift talks;
  • "Assessment", with a focus on self-awareness.

3.3.7. New ways of working

The transformation of the work world has brought us the challenge of implementing new ways of working, more digital, more agile, and flexible. To this end, in 2022 we introduced changes to the workspaces in the various NOS buildings, with the aim of enabling our employees to work differently during their employee journey.

THE STRATEGY FOR THE RENOVATION OF THE SPACES WAS BASED ON THREE FUNDAMENTAL PILLARS

  • This transformation resulted in new types of space that promote new, more collaborative work dynamics induced in agility, and innovation. We also reorganised the departments into Hub Communities, with the allocation of preferential spaces for each department, and strengthened the hot desk, where each employee can occupy the place that best suits their daily work journey.

  • · In parallel, we have also created a wide ranqe of team dynamics to help our employees find new ways of addressing the various challenges of the day, through greater collaboration between teams.

  • We have also worked with managers to improve their well-being and balance, as well as their working practices, and launched the SMART Leadership Handbook, with short tips to help them bring their teams together, guide, care for and manage them.

3.3.8. Reorganisations

  • · NOS operates in a largely dynamic, competitive sector, an example of which are our concerns in attracting/ retaining talent and in the acquisition and development of the technical and behavioural skills of our people.
  • · In this sense, we regularly implement a set of practices and policies that allow us to respond effectively and swiftly to the challenges arising from technological and market evolution.
  • Our approach is concerned not only with maximising the ability to respond to challenges from a collective point of view, but also to respond to individual needs and interests, placing our people in an environment of positive change and personal and professional growth.
  • · This attitude leads us to recurrently promote, in a sustained and responsible manner, internal mobility processes (and respective follow-up of the change), reskilling and upskilling initiatives, as well as attractive termination conditions, seeking to reduce the impacts of organisational restructuring.
  • In 2022, the company did not resort to measures such as collective dismissals and lay-offs.

3.4. We Generate Value for Our Business Partners

We dynamize an ecosystem of suppliers and partners, investing in the alignment of values and mutual growth

3.4.1. Supply chain and boosting the local economy

The purchases that NOS conducts contribute to boosting the national economy. In 2022 we had more than 6,250 suppliers and the procurement volume was slightly over EUR 1,575 million, 86% of which from national suppliers. Our activity, and in particular the telecommunications business, the segment with the greatest weight in supplier payments (88% in 2022), thus helps to boost a considerable network of suppliers/partners and, with a majority of supplies being national, generates a considerable positive boost to the local economy.

The most relevant supply areas are related to the acquisition of the spectrum licence and equipment related to the 5G technology, interconnection costs, equipment, and IT services.

PARTNERSHIP ECOSYSTEM

We promote a wide ecosystem of partnerships that we view as a catalyst in achieving our strategic priorities, boosting our ability to deliver a diversified and innovative value proposition, and fostering mutual growth.

Our partnerships are key to strengthening our capacity to deliver technological innovation in supply models or environmental and social innovation, allowing us to expand our business and that of the partners involved.

The partnerships 39 that we have established are quite comprehensive: ranging from (i) the fostering of technology-based entrepreneurship; (ii) the joint offer with major technology players, focusing on the digitalisation of the corporate segment; (iii) the implementation of research and development and sustainable innovation projects; (iv) the diversification and complement of the consumer segment with adjacent products and services and complementary benefits, involving a wide range of agents such as AWS, Lleida.net, Microsoft, EDP, or Habit, positively impacting their activity and ours and benefiting both customers and society.

Throughout this report concrete examples of these and other partnerships and the benefits provided are mentioned and detailed, with special focus on the sections "2.3.1 A Unique Combination of Differentiating Assets", "3.2 Value for Customers and for a More Evolved Society " and "3.5.4 Promoting Sustainable Innovation".

3.4.2. Ethical and Responsible Supply Chain Management

Our Suppliers and Business Partners are an integral part of our value chain and, consequently, a key element to maintain the levels of innovation we pursue, and to quarantee the quality of the solutions and services we develop and commercialize, also influencing our economic, social, and environmental impact and performance.

GUIDING PRINCIPLES

In order to promote the alignment of our partners and suppliers with the NOS standards of quality, ethics and sustainability, and to minimise the impacts of our activities, both today and in the future, we have developed a set of quiding principles and policies that serve as a basis both for our actions towards these, and of these towards NOS. These principles and guidelines are formalised and communicated through two key documents:

  • NOS Code of Ethics short version for Suppliers and Partners, and
  • Sustainability Requirements for Suppliers and Partners.

NOS Code of Ethics 40- short version for Suppliers and Partners

Establishes our commitment to the integration of ethical, environmental, and social factors in the supply chain and through which we encourage and promote the adoption of the best sustainability practices in the operations of our Suppliers and Business Partners.

(40) More information on the code of ethics, including the version for suppliers and ethics training for partners, in "Ethics and Conduct"

(39) Information about our main partners is available on our website at:https://www.nos.pt/e Parcerias (nos nt)

Sustainability Requirements for Suppliers and Partners41

They present the guidelines that reflect the essence of our positioning, commitment and action in terms of sustainability, and that should be adopted by all NOS Suppliers and Partners, being aligned with the national and European Community legal framework, with the standards and principles of international law and international benchmark initiatives in the ethical, social and environmental fields, as is the case of the United Nations Global Compact, the Universal Declaration of Human Rights or the Fundamental Rights at Work of the International Labour Organisation.

Additionally, we subscribe to various external initiatives that strengthen and publicly state our commitment to promoting integrity and responsible management of our business, both internally and throughout the value chain, such as the BCSD Portugal Charter of Principles or the CEO's Guide on Human Rights.

The Sustainability Requirements for Suppliers and Partners are communicated to all Suppliers and Partners (100%) and are an integral part of the General Conditions for the Supply of Goods and Services to the NOS Group sent to Suppliers in the market consultation processes. Within the scope of the supply of products and services to NOS, Suppliers are obliged to fully comply with the provisions of the Requirements, insofar as they are applicable to the supply in question. They are also obliged, in case of subcontracting, to make these requirements known to their subcontracted parties and ensure that they quarantee the respective compliance.

ALIGNMENT AND PREVENTION, MONITORING AND CONTROL MECHANISMS

In addition to the established principles and policies, we have several mechanisms that help us influence and maintain a supply chain aligned with the excellence that we intend to offer and with the values and standards that we defend at the environmental, social and governance areas. These are mechanisms that contribute to the prevention, identification and minimisation of potential risks and impacts related to human rights, labour, and other fundamental rights. Some of these mechanisms, such as the suppliers' selection and evaluation, also ensure the existence and application of standards and rules that promote equitable access and transparent of our business relationships, within a framework of healthy competition.

Supplier selection

Given the importance of the participation of Suppliers and Partners in our activities, we pay special attention to the selection and relationship we establish with them.

Through the Procurement Manual, we quarantee the implementation of best practices in terms of the procurement process within the Group, and we establish rules and principles for consultation, subsequent award, and process control. In this way, we ensure careful risk management, maximising gains, and we contribute towards developing and maintaining a healthy and long-lasting relationship with our Suppliers.

The selection of our suppliers is conducted in accordance with objective criteria, taking into consideration the technical, economic and compliance with the required obligations and certifications. This process is supported by an electronic platform, with recognised credibility in the market. At the end of each formalisation, a survey is carried out among technically valid suppliers to assess their satisfaction regarding the conduct of the negotiation process, the quality of information provided and the userfriendliness of this platform.

We also apply evaluation processes that include criteria related to the ethical, environmental, and occupational health and safety performance of potential suppliers, which allows an initial assessment of the risks associated with their contracting. As a result, we very low level of non-compliance or non-conformities in the provision of services by Suppliers, with high indices of satisfaction reqarding the process itself.

Supplier Evaluation

Supplier evaluation is essential to identify improvement opportunities in the service provided and to continuously improve supplier management. In this context, we conduct an internal annual Supplier evaluation process, selected according to criteria of relevance/criticality for the business, billing volume, suppliers that interface directly with the NOS customer, representing the Company, with a previous evaluation of under 70%, among others. The evaluation methodology includes 8 analysis criteria (including, since 2019, ESG criteria), and metrics were defined to render the exercise more objective and comparable between different evaluations, and the respective weighting to be considered in the final evaluation.

(41) The Sustainability Requirements for Suppliers and Partners are available on our corporate website - here

Analysis criteria of the supplier evaluation process

  • Proactivity, competitiveness, customer orientation, responsiveness to requests and problem solving
  • Compliance with Contractual Conditions, Service Level Agreements (SLA's), Service Level Objectives (SLO's)
  • Compliance with deadlines, delivery time, response, and resolution time
  • Quality in technical and operational performance and level of follow-up
  • Quality of materials, products, and services
  • Fthics
  • Environment and Occupational Health and Safety
  • Security & Privacy (covers security, privacy and resilience of products and services))

To ensure the excellence of the services we provided to us, suppliers with lower overall scores (< 70%) are encouraged to improve their performance through a continuous improvement process, which includes meetings with key stakeholders in our company and a mid-term evaluation process. The focus of the process is on pushing for continuous improvement; however, it also allows for rational selection and disqualification for future contracting processes.

These processes are coordinated by the Procurement, which has ultimate responsibility for supply chain management, reporting directly to the CFO, who ensures supervision of these matters and coordinates with the Board of Directors.

SUPPLIER EVALUATION CARRIED OUT IN 2022

In the 2022 evaluation, referring to supplies provided in 2021, 6% (11) of the 185 suppliers evaluated obtained scores below 70%.

185 Evaluated Suppliers (+5 than in the previous process)

  • -
  • 25 Departments involved in the Evaluation process
  • 276 surveys answered (56%) All Departments replied, and all suppliers were evaluated to ensure results, surveys are sent to more than one person in each involved Department for a given supplier

174 Suppliers with score >= 70%

  • = Corresponds to 94% of the suppliers analysed (slightly lower than the previous year's evaluation)
  • With regard to criteria concerning ethical aspects, 4 suppliers obtained an average score below the desirable threshold (70%), which represented an increase compared to the previous year's evaluation
  • With regard to criteria concerning environmental aspects and occupational health and safety, no supplier where this component was considered applicable to the supply in question obtained an average score below the desirable threshold (70%), which represents a decrease compared to the previous year's evaluation.

Number of suppliers evaluated

Number of suppliers evaluated

Comparing the results of this evaluation with those carried out in 2020, it can be observed that of the 6 suppliers who then had an evaluation below 70%, all showed a positive evolution, and 5 were above 70%, with an increase of 10pp or more. The only case that remained below this threshold managed to remain close to the threshold, having improved by 8pp. In view of the scenario verified, no contracts were terminated for any of these 6 suppliers.

In the intermediate evaluation process for 2022, of the 11 suppliers that obtained a score below 70% in the evaluation for 2021, it was possible to verify that the supplier mentioned above, as not having yet managed to reach this threshold, has now clearly surpassed it, having achieved a very expressive improvement of over 20pp. Of the remaining 11, all those that were re-evaluated improved, although in one case it still remains below the desirable threshold. Four of them, however, due to low scores, were disqualified for future contracting processes.

DEVELOPMENT OF A DEDICATED SUPPLIER ESG PERFORMANCE EVALUATION QUESTIONNAIRE

NOS plans to strengthen the evaluation of suppliers in the ESG areas, with a process specifically dedicated to these aspects, and has defined as a strategic goal the environmental and social evaluation of 100% of risk suppliers by 2025. With the implementation of this process, it will be possible to extend the effect of inducing improvements in supplier management processes.

A decisive step towards achieving this goal was taken in 2022, with the start of the parameterisation of a questionnaire and respective evaluation framework, which includes questions in the field of environmental, social, and responsible governance. The questionnaire and framework provide for the sending of supporting evidence to the replies, with an associated scoring system to leverage benchmarking and the recording of evolution trends. The system is being developed internally, in order to be simple, intuitive, and aligned with best practices in this field and with the NOS goals. It is expected that the stabilisation of the questionnaire and framework, as well as its disclosure and pilot test will take place during 2023. Simultaneously, a supplier-relationship program is being developed in order

to promote correct understanding and participation in the NOS procurement system, as well as an opportunity for effective improvement of management practices and alignment with the goals that NOS intends to achieve.

OTHER MECHANISMS

Risk management and internal control system 42:

Our risk management and internal control system, which enables us to anticipate and minimise the risks inherent to the activity developed, rates and groups the types of risk dictionary, which provides risk typologies, including potential causes or drivers, such as Ethics, Social Responsibility, Occupational Health and Safety, Partner Management/ Outsourcing, Employee/Partner Fraud, Sustainable Products and Services, Environmental Impacts or Climate Change, among others. It also includes structures and routines for continuous risk monitoring and control, as well as a routine annual identification of the main risks that may impact the business ability to achieve its priorities and strategic goals, leading to the definition of prevention and mitigation measures for the risks identified as a priority, based on their probability and impact.

To this extent, if and whenever any risk directly related to the topics of internal responsible management or that affects the value chain assumes a significance above the level of acceptance, it becomes the object of processes, initiatives and/or appropriate actions to address or mitigate it.

Channels for clarifying doubts and reporting irregularities:

These channels may be used by suppliers or partners wherever they see fit (see more information in 4.2.3 Ethics and Conduct).

Certifications and other forms of evaluation and commitment:

In the Occupational Health and Safety Management System, certified by ISO 45001, a program of internal and external audits is implemented. When the audited process involves a Supplier or Partner, the process of that Supplier or Partner is also audit that assesses the environmental and social requirements defined by those standards and the internal requirements defined by NOS. In 2022, within this scope, external audits were performed by the certifying entity, involving several areas/activities in which contracted third parties are involved, such as building management (Workplace) and occupational medicine (People Services).

(42) More information about this system, methodology, and main responsibilities can be consulted in the Risk Management Policy, available on our institutional website or in sub-chapter 4.2.2. Risk management

3.4.3. An investment in joint growth and improvement

NOS invests in the evaluation and continuous improvement of suppliers and partners, as crucial links that help to ensure operational excellence and to ensure the provision of a good service to customers. This process is a driver of alignment and improvement in the provision of services to NOS, but it is also likely to boost positive effects on the internal management standards of these agents and/or on their employees, reflected in gains that go beyond the strict context of the relationship with NOS.

On the other hand, the evaluation process is communicated annually to suppliers, and those companies that obtain higher scores may use these results as a lever for their application in supplier selection processes with other companies for which they propose to provide services, which may be reflected in a competitive advantage for these processes.

TRAINING OF SUPPLIERS/PARTNERS

The training provided by NOS to its suppliers/partners is also a process that simultaneously promotes their alignment with its principles, processes, and demands, while also enhancing positive reflexes on the management standards of the agents themselves, and/or on the skills of their employees, thus contributing to their professional development.

Environmental management and sustainability training

The topic of Sustainability and environmental management is addressed both in the training courses for own and franchised stores and on the NOS Academy online platform directed at the sales/commercial teams

Without prejudice to other training courses, the most common and recurrent are related to ethics and conduct, information security, occupational safety and health, environmental management and sustainability, and commercial and customer service techniques.

RECOGNITION OF THE POSITIVE IMPACT OF NOS PROCUREMENT MANAGEMENT FOR COSTUMERS AND PARTNERS

The NOS Procurement Department saw its practices recognised, in the ability to generate impact for the business, reflected in the generation of value for customers and partners. This recognition was obtained within the scope of the 13th edition of the EIPM-Peter Kraljic Excellence Awards.

Since 2010, these awards have recognised Procurement organisations around the world for the exemplary and inspiring quality of their practices. In the Awards recognised Procurement organisations around the world that have demonstrated outstanding practices and results in the way they have managed the current challenging context and delivered value to their company, their stakeholders and society.

The winners of these awards are selected by a jury that includes industry leaders and the award is the culmination of an objective and comprehensive systematic selection process. Companies are initially selected as finalists by the jury, based on their responses to a questionnaire based on the EFQM/EIPM excellence model. Finalists are then subject to an interview or validation visit, during which their practices are discussed and challenged against the best practices by a team of experts.

This award recognised, through the "Impactful Business Orientation" category, NOS' ability to, while focusing on value for customers, generate value for its ecosystem of suppliers and partners, through the ability to channel mutual development that benefits the business itself and these agents, based on the attributes referred to in " 2.4.1. Recognitions", thus attesting to the ability to induce growth and joint improvement.

The recognition obtained highlights the introduction, by the procurement team, of improvements in the processes it conducts, driven by systematic processes for gathering feedback from both internal stakeholders ('procuring' business units) and external ones (suppliers). These involve satisfaction surveys on the consultation procedures in which they participate and assess necessary improvements resulting therefrom. They also reflect a "Supplier Relationship Management (SRM)" program that has been developed, aimed at strengthening relationships and increasing the contribution to and involvement in the innovation processes that characterize the NOS business model.

3.5. We Generate Value for the Planet and for a Sustainable Society

3.5.1. Climate and Energy

OUR CLIMATE STRATEGY AND GOALS

NOS' climate strategy is built around two key commitments: to increase the energy and carbon efficiency of our operation and that of the value chain; and to contribute to the climate transition of the economy, through innovative products and services that reduce customer emissions.

These commitments are translated into quantified targets, formally integrated into the NOS Next Generation 2021-2025 business strategy, and into the NOS Sustainability-Linked Financing Framework, which frames our issue of sustainable financing instruments.

OUR CLIMATE STRATEGY

NOS Science-Based Target (SBT) commits us to reduce 90% of greenhouse qas (GHG) emissions from own operation (scope 1 and 2) and 30% of emissions from the value chain (scope 3) by 2030, compared to 2019 figures.

As a founding member of the European Green Digital Coalition, we are also committed to being fully carbon neutral by 2040. In 2022, we have undertaken to review this target in line with the SBTi Corporate Net-Zero Standard requirements, including the integration of emissions from the value chain, and to have it validated by the Science Based Targets Initiative.

NOS is committed to consuming 100% of electricity produced from renewable sources in its own operation. However, due to the exceptional circumstances of the energy market throughout 2022, we were unable to achieve this year, having consumed 81% of electricity with renewable certification.

We also continued to evolve in the way we monitor and rationalize consumption; having already reached the 2021 target set for 2030, we adopted a new energy efficiency target, more ambitious and in line with our SBT.

We actively participated in corporate sector initiatives that support clear public policies aligned with the 1.5ºC scenarios, in particular the European Green Digital With Purpose program of the Global e-Sustainability Initiative (GeSi), a collective movement of companies from the Information and Communication Technologies sector committed to achieving the objectives of the Paris Agreement and the 2030 Sustainable Development Goals. We were also signatories to the Manifesto Towards COP 27, through which member companies of the Business Council for Sustainable Development (BCSD) Portugal called for decisions to be taken to implement six priority lines of action to meet global climate goals.

In December, our path was recognised internationally, with the integration of NOS in the AList of the CDP Climate 2022 Program, corresponding to the top tier of performance and disclosure of corporate climate strategies.

NOS on the CDP Climate A List 2022

In 2022, we were included, for the first time, in the A List of the CDP Climate Programme, corresponding to the maximum score (A) in terms of performance and transparency in fighting climate change, according to the CDP - Disclosure, Insight, Action assessment.

This was NOS third participation in the CDP Climate Program, where we have been evaluated at the Leadership level since the very first year. In 2022, we strengthened the rating obtained in various criteria, including emissions accounting, reduction, and targets; management of climate risks; and qovernance of the topic in the organisation.

Only 283 of the more than 18,700 companies assessed worldwide made the CDP Climate 2022 A List. We are the only telecommunications company assessed by CDP in Portugal and our rating is consistently higher than the sector average, internationally.

In a partnership with The Lisbon MBA Católica | Nova, we developed a project to assess the potential of an Internal Carbon Price as a decision support tool. Different approaches and methodologies were explored, with emphasis on the use of shadow prices and internal carbon fees, and identified the benefits and barriers associated with the implementation of each model. By internalising the cost of emissions, an Internal Carbon Price allows the integration of the carbon variable in the financial analysis of investments, products, and business models, giving new visibility to climate risks and opportunities in own operations and in the value chain, and making emission reduction projects economically more attractive. This is a tool that we will further explore in 2023, with the objective of assessing the feasibility of advancing towards its implementation by the end of the year.

The risks and opportunities associated with climate change have for several years been integrated into the NOS risk management model (more information in 4.2.2. Risk Management). At the end of 2022, we started a detailed characterisation process of these risks and opportunities, which will include the assessment of the resilience of our business strategy under various climate, physical and transition scenarios. This exercise will allow us to complete the reporting on the strategic implications of climate change for our business, which will then include all the disclosures recommended by the Task Force on Climate-related Financial Disclosures (TCFD) (more information in 6.2. Adoption of the Recommendations of the Task Force on Climate-Related Financial Disclosure (TCFD)].

MANAGING THE CARBON FOOTPRINT

Managing our carbon footprint means monitoring and reducing emissions from our own operation (scope 1 and 2), but also the emissions we induce in the value chain, upstream of our direct operation (scope 3).

In 2022, we initiated a phased process of supplier engagement to collect specific information on the carbon intensity of our purchases, an essential step to define reduction initiatives. Priority was given to equipment that we purchase to provide to the customer, and which represents around 10% of emissions in categories 1 and 2 of scope 3 (purchased goods and services production).

By participating in the Eco Rating project, we will have data on the environmental impacts throughout the life cycle of the mobile phones we sell, including GHG emissions associated with the extraction of raw materials and the manufacturing process. For fixed service equipment (set-top boxes, routers and hubs), suppliers representing 13% of the equipment purchased already provide this information and we expect to have all main suppliers covered during 2023. The next objective is to also have specific data for emissions from the production of the equipment we install in our telecommunications network, thus reducing the use of sector proxies based on financial information, which may not faithfully reflect our reality

<-- PDF CHUNK SEPARATOR -->

Carbon footprint t CO2e
2019 2020 2021 2022 △ 21-22 (%) △ 19-22 (%)
Scope 1 - Direct emissions 7 320 3 569 3 514 4 421 26% -40%
Fuel consumption - fleet 4 571 3 017 3 031 3 584 18% -22%
Fuel consumption - facilities 119 85 04 99 6% -16%
Fuqitive emissions of fluorinated
gases
2 630 467 389 738 90% -72%
Scope 2 - Indirect Energy Emissions -
Market based method
43 064 30 929 35 630 11 478 -68% -73%
Electricity consumption - Market
based method
42 083 30 226 34 856 10 733 -69% -74%
Electricity consumption - fleet 5
Electricity consumption - facilities 10 727
Electricity consumption - Location
based method
55 289 47 104 38 780 43063 11% -22%
Electricity consumption - fleet 21
Electricity consumption - facilities 43042
Thermal energy consumption 980 703 774 746 -4% -24%
Scope 3 - Other indirect emissions 463094 428343 448 072 436447 -4% -6%
C1 - Purchased goods and services 95146 101 260 116829 110338 -6% 16%
C2 - Capital goods 161 043 177742 199 909 216 655 8% રૂદર્ભ
C3 - Energy, not accounted for in
scope 1 and 2
12610 10 843 13023 13720 5% 9%
C4/C9 - Outsourced logistics and
transportation for multi-operator retail
365 338 361 348 -3% -5%
C5 - Waste generated in operations 169 109 81 93 15% -45%
Business travel
C6 -
733 153 39 413 961% -44%
- Employee commuting
C7
1 181 429 164 213 30% -82%
C8 - Equipment on third party sites 8 338 6869 6 140 5 494 -11% -34%
C11 - Use of sold products 167 587 119 093 104 065 75 128 -28% -55%
C12 - End of life of products and
packaging
137 203 225 311 38% 128%
C14 - Franchised shops 452 284 215 182 -15% -60%
C15 - Investment in affiliated
companies and joint ventures
15331 11 021 12 277 11706 -5% -24%
Total scope 1 + scope 2 - Market-based
approach
50383 34 499 39 144 15 900 -59% -68%

Total scope 3 emissions in 2021 revised due to category 15 value correction.

Scope 1 and 2 emissions: Own Operation (tCO2e)

In 2022, emissions from our operation decreased by 59% compared to the previous year. The reduction was 68% compared to the 2019 base year, a reduction greater than that corresponding to a linear evolution between the base year value, the 2025 intermediate target (-80%) and the SBT set for 2030 (-90%).

The sharp reduction in emissions in scope 2 (-68%), resulted from the consumption of 81% of electricity with renewable origin certification. This decrease countered the increase in scope 1 emissions (+26%), resulting from the resumption of our fleet's circulation levels, but also from the detection and repair of fluorinated gas leaks in a set of air conditioning equipment in cinemas. We are progressively replacing this type of fluid for alternatives with less climate impact: in 2022, 10% of the total amount of qas contained in air conditioning, refrigeration and fire extinguishing systems had a reduced or zero Global Warming Potential (GWP), an increase of 3 p.p. compared to the previous year.

We have a plan for the full electrification of our fleet by 2030, which will result in a structural reduction of our direct emissions. Until we have a fully electric fleet, we voluntarily offset the respective unavoidable emissions by contributing to a reforestation project in areas affected by wildfires in the North and Centre regions of Portugal. The CO2 removed from the atmosphere will be equivalent to the emissions resulting from the fuel consumed by the fleet. After SBTi has defined detailed eligibility criteria

for projects and carbon credits in the context of neutrality targets, we will adjust, if necessary, our neutralisation strategy and explore new possibilities for the neutralisation of residual Scope 3 emissions.

Scope 3 emissions: Value Chain (tCO2e)

Total scope 3 emissions in 2021 revised due to category 15 value correction

Scope 3 by category 2022

Total scope 3 emissions decreased by 4% compared to 2021. As we started quantifying emissions from the production of customer equipment (category 1) based on specific data from our suppliers, we were able to identify improvements in the carbon intensity of raw materials and manufacturing processes. Concurrently, the placing on the market of refurbished equipment (boxes, routers and, more recently, also smartphones) reduces the emissions associated with the production of new equipment.

The energy efficiency of new customer equipment continued to increase, particularly in the fixed seqment, thus reducing the emissions associated with their use (category 11). On average, each new piece of equipment that we place on the market in 2022 will emit, over its useful life, 14% less carbon than the models provided in 2021.

Emissions associated with the production of purchased capital goods (category 2) increased, mainly due to the strong investment in 2022 in the expansion of our 5G network. As we still use a financial approach to account for these emissions, the growth was in-line with the size of the investment. We are assessing ways to improve the accounting of this emissions category.

ENSURING AN ENERGY EFFICIENT OPERATION

Our operation consumes over 212 GWh of energy annually, 92% of which is electricity. In 2022, 83% of this energy was consumed in the technical infrastructure. With the growing adoption of digital solutions, data traffic on our network has been increasing rapidly (+134% between 2019 and 2022), also increasing the operation's energy needs.

The main challenge is to contain the increase in electricity consumption in the network infrastructures, while ensuring the processing of increasing volumes of data, with higher speed and better experience for customers. Our energy efficiency program also covers the remaining technical infrastructures, namely the dedicated Data Centres, the support activities (buildings, stores, and fleet) and the cinema network.

Our energy efficiency program

  • Intelligent Power Saving Features

INFRASTRUCTURE MANAGEMENT

  • Sharing mobile access network sites

In 2022, we made a strong investment in the expansion of the 5G mobile network, and we are currently the operator with the largest national coverage, reaching more than 87% of the Portuguese population. The new equipment, despite being more efficient (lower energy consumption for the same volume of traffic) increases absolute consumption. The expansion of installed capacity caused total electricity consumption in our telecommunications network to increase 39% compared to the previous year.

In order to limit energy consumption, throughout the year we activated, across the board, new intelligent network management features, which reduce energy consumption in periods of lower traffic (Power Saving Features), generating savings of around 5 to 10%. We will continue to invest in this area in 2023, exploring the additional potential of 5G equipment and advanced analytical models, based on machinelearning, which allow forecasting periods of lower usage and maximizing savings.

We also launched a project to optimise the air conditioning of technical rooms, which will cover 144 facilities of the fixed and mobile network throughout the country (56% of our own rooms). The strengthening of the insulation of containerised corridors and the review of air flows and sensors allows the rooms to operate at temperatures in line with international standards, without loss of performance. The average increase of 2.5℃ reduces the use of air conditioning systems, with an estimated saving of around 2.5% in electricity consumption.

The mobile network infrastructure sharing program continued to be implemented, with about half of the sites covered already operating. The new shared use regime rationalises the use of resources, allowing energy savings of 30 to 40%, under similar settings and traffic conditions, compared to a scenario in which each operator uses its own sites. The implementation of the program will be completed by the end of 2023.

The overall energy consumption of the NOS Group - which includes, in addition to the telecommunications network, support activities, Data Centres and cinemas - increased 27% over the previous year, driven essentially by the growth of the energy needs of the network, but also by the recovery of activity levels in the fleet, retail network and cinemas.

We are adjusting our backoffice buildings, reducing the number of spaces and consolidating facilities into more modern and efficient buildings, organised to meet the needs of new hybrid working models ("onsite" and "remote"). In 2022, we reduced the occupied area by 9% and the buildings as a whole consumed 23% less energy than in 2021, despite the resumption of on-site work. Throughout the year, we conducted energy audits that described in detail the consumption of the main buildings and identified additional opportunities for savings, which are being assessed.

We also conducted an energy audit program in our own stores network, having identified opportunities for optimization in HVAC and lighting systems, with a potential saving of around 20% of total electricity consumption. Some of these measures have already started to be introduced in 2022, such as timing the use of screens and other digital communication supports and the installation of LED lighting in the renovated stores. Consumption in stores increased by 10% compared to the previous year, due to the lifting of the restrictions in 2020 and 2021 but remaining 11% below the Covid-19 pre-pandemic figures.

In the fleet, we are implementing an electrification plan that will be completed in 2030. In 2022, we added 54 electrified vehicles to our fleet (+52%), which had 15% of these vehicles at the end of the year (13.8% plug-in hybrid and 1.5% electric), an increase of 2.3 p.p. Energy consumption, considering fuel and electricity, experienced an absolute increase of 19% compared to the previous year, but remained below (25%) the 2019 figures. The fleet became more efficient, with an average consumption per km 2% lower than in 2021.

To measure energy performance, we use an efficiency indicator that correlates energy consumption and data traffic. In 2021 - nine years ahead of schedule - we reached the target set for 2030, having reduced energy consumption per unit of traffic by 85% compared to the base year 2015. This year, we have established a new, more ambitious efficiency target and revised the methodology for calculating the associated Key Performance Indicator. The new formula translates more accurately the energy performance of the telecommunications service we deliver and reflects our current operational reality, in particular the sharing of network infrastructures with other operators and the efficiency qains expected from this option. Our goal is to achieve an 80% reduction in energy consumption per data traffic in the telco service by 2030, with an intermediate target of -70% by 2025.

In 2022, the new energy consumption per data traffic ratio rose 10% compared to the previous year but was 47% below the figure recorded in the base year of 2019. The negative evolution of the efficiency indicator in 2022 is due to the rapid expansion, experienced this year, of the installed capacity of our 5G network, whose full use will only be achieved in the coming years, which will show the energy efficiency gains of this technology, expressed in consumption per unit of traffic.

TOTAL ENERGY CONSUMPTION AND EFFICIENCY INDICATOR

NOS Group Total energy consumption (MWh)

Considers all forms of energy consumed by all activities of the NOS Group, at company facilities.

Energy consumption of the telecommunications service per data traffic (kWh/TB)

Considers all forms of energy consumed in activities related to the Telco service (fixed and mobile network and support activities), at NOS and third-party facilities.

A new metric and a more ambitious energy efficiency target

Since 2015, we have been monitoring our energy performance, using an efficiency indicator that correlates energy consumption and data traffic.

Between 2015 and 2021, the traffic volume on our network increased almost sevenfold, driven by the rapid growth of new datasupported services, such as streaming. With the efficiency measures we have implemented across the operation - with emphasis on the technological transformation of the telecommunications network - we have managed to contain energy consumption, which in the same period grew by less than 1%. The global consumption per data traffic ratio decreased 85% between 2015 and 2021, nine years ahead of the 2030 goal.

In 2022, we decided to review the methodology for calculating the indicator, focusing on the energy performance of our core service - telecommunications - and including the third-party facilities we use.

The new KPI excludes activities we develop that do not contribute to the telecommunications service: Data Centres dedicated to data processing and storage services; and cinemas in our Audiovisuals & Cinemasegment. Support activities (Backoffice buildings, own stores and fleet) continue to be included, but we have also started to account for the energy consumption of equipment we use, but which is located in third-party facilities, which includes infrastructures under housing regimes, leased facilities where energy costs are borne by the owner, and sites shared with other operators, an option increasingly adopted, due to the rationalisation of resources it represents.

We also defined a new target for the indicator's evolution (-80% by 2030, with an intermediate goal of -70% by 2025), aligning the base year with that of our Science-Based Target for emissions reduction (2019). We have thus assumed a baseline more suited to the efficiency level of the current network technology, which makes the new target more ambitious and will stimulate new energy-saving initiatives.

1 INTEGRATED Management REPORT

CONSUMING RENEWABLE ELECTRICITY

The consumption of renewable energy is a fundamental part of our operation's decarbonisation strategy. The emissions associated with the production of the electricity we consume represent - in a businessas-usual scenario, without contracting tariffs or renewable certification instruments - around 90% of the carbon footprint of the own operation.

In 2022, the exceptional conditions verified in the energy market in Europe led to a very significant increase in electricity prices, as well as in that of Guarantees of Origin associated with renewable production whose value was, at the end of the year, more than 13 times higher than at the end of 2021. These circumstances did not allow us to achieve, within 2022, the goal of consuming 100% of electricity with renewable certification.

Throughout the year we acquired and cancelled Guarantees of Origin that certified 81% of our electricity consumption. Guarantees of Origin are part of a European system that quarantees final consumers that a certain amount of energy was produced from renewable sources. This system is managed in each country by the national authorities, in Portugal's case by REN - National Energy Networks, which issue the certification documents and keep a centralised electronic record, thus ensuring that each MWh of renewable electricity can only be accounted for as such by a single final consumer.

The long-term contract (PPA - Power Purchase Agreement), signed in 2021 with EDP, came into force in the second half of the year, supplying 31 GWh of electricity. From 2023, this PPA will ensure, for a period of 11 years, the annual supply of 66 GWh, which corresponds to about one third of our current electricity consumption. PPAs allow a renewable energy producer to have predictability about its investment and return, accelerating investment in new assets that reduce dependence on fossil fuels and contribute to the energy transition of the economy.

We are also exploring the potential of different technological solutions and contractual models for the self-production of renewable electricity at our facilities. We will install a solar photovoltaic plant on the rooftop of our Data Centre in Lisbon (Imopólis II), which will produce around 230 MWh/year for selfconsumption and will also reduce the energy needs for air conditioning of the facility through the shading effect.

Our plan for renewable electricity RENEWABLE ELECTRICITY PROCUREMENT Power Purchase Agreements Guarantees of Origin - PPAs for renewable electricity - Separate procurement of certification instruments - Economic feasibility of new renewable power - Cancellation in registration systems PRODUCTION Solar photovoltaic self-production data centres > APPROVED - Imopolis II DC rooftop Installation planned - 183 kWp for self-consumption for 2023 TECHNICAL ROOMS / UNDER ASSESSMENT - Coverage of fixed network technical rooftops Mobile network sites TARGET:

100% RENEWABLE ELECTRICITY

REDUCING VALUE CHAIN EMISSIONS

Upstream and downstream emissions from our own operations represent, on average, 93% of our carbon footprint.

Upstream, the most relevant category is that of emissions associated with the production of purchased goods and services (categories C1 and C2 of scope 3). In 2022, we started to prepare an extended enqagement process with suppliers which, amonq other objectives, will collect information on their carbon emissions and promote reduction. We are also assessing specific models to engage smaller suppliers and support their accounting, target setting and emissions reduction processes. In 2023 we expect to start the first stage of implementation of this process.

In co-operation with our logistics partner, this year we installed solar photovoltaic panels on the rooftop of the NOS warehouse in Alverca. The system will produce renewable electricity for self-consumption, estimated to meet 30 to 40% of the enerqy needs of the facility, thus reducing emissions from the logistics and distribution service we operate. By providing self-installation kits, we provide greater autonomy to our customers in the installation of the equipment and avoid the travel of a technician, which also contributes to reducing emissions from the distribution process.

At the end of 2022, NOS joined other international operators on the Eco Rating program, a system for evaluating the environmental impacts - including carbon emissions - of the production, transport, use and end of life of mobile phones. Eco Rating provides information that enhances the quality of our Scope 3 emissions inventory and helps customers make more informed and sustainable choices. It also encourages suppliers to improve the environmental performance of their equipment through criteria that promote carbon efficiency and electronic waste reduction: since the launch in May 2021, the average Eco Rating score has risen by 2 percentage points, reflecting an improvement in device performance, which translates into fewer emissions in the production and use stages. In 2023, we will provide customers with an Eco Rating for the mobile phones we sell. We are also integrating this information into our procurement processes and are including the carbon intensity of their production and use in the equipment evaluation criteria.

Downstream in the value chain, the most relevant category is emissions associated with electricity consumption of customer equipment we sell. To reduce these emissions, we are strengthening the energy efficiency criteria for mobile phones, set-top boxes and routers and developing customer engagement campaigns that promote greater use of power-saving features (e.g., stand-by mode in TV boxes). To reduce the emissions associated with the end of life of this equipment, we are also expanding the circularity project that currently ensures the recovery and reintroduction to the market of almost 50% of the equipment disconnected in the fixed service.

EVOLUTION OF THE AVERAGE ENERGY CONSUMPTION OF CUSTOMER EQUIPMENT

Annual average consumption of new equipment installed at the customer each year.

Considers the technical characteristics of the equipment and theusage pattern of NOS customers.

In 2022, as part of the campaign 1 Purchase = 1 Tree, we created and promoted specific content on our website about more enerqy-efficient usage patterns of mobile phones and fixed service equipment.

1 INTEGRATED MANAGEMENT REPORT

Eco Rating: more information for better purchasing decisions

The Eco Rating system evaluates the environmental impacts associated to the life cycle of a mobile phone, analysing 13 environmental indicators (e.g., carbon emissions or use of resources) and six criteria of material efficiency, and translating the result into a global score for each equipment, on a scale of 1 to 100, where 100 corresponds to the best environmental performance.

Equipment is evaluated according to five key aspects: durability; recyclability; carbon emissions; and consumption of scarce raw materials. The rating covers all phases of the life cycle, including extraction and processing of raw materials, manufacturing of the device, transportation to the destination markets, use and end-of-life. Telecom operators participating in the program include the Eco Rating information at their sales points

Eco Rating helps customers and operators to compare equipment and make more informed choices, encourages suppliers to develop more sustainable products, and mobilizes all agents to increase transparency and reduce the sector's environmental footprint.

The rating methodology is based on industry best practices and existing environmental labelling initiatives and is applied by Life Cycle Analysis experts. The Eco Rating is available for more than 300 equipment models from 22 manufacturers and has the participation of eight international telecommunications operators, present in 35 countries. NOS joined the consortium in November 2022, and the Eco Rating information will become available to customers during the first half of 2023.

More information at www.ecoratingdevices.com

REDUCING CUSTOMER EMISSIONS

We want to be an active agent in the Portuquese economy's climate transition, and we have translated this ambition into a goal integrated into our climate and business strategy: to reduce our customers' emissions by an amount greater than the emissions from our own operations by 2025.

Quantifying the emissions reduction resulting from the use of digital solutions - climate enabling effect - is a complex exercise, for which methodologies are still evolving. Through participation in the European Green Digital Coalition, we are monitoring the development of science-based methods to calculate the carbon benefit of different types of solutions, in key sectors such as energy, transport, buildings, manufacturing, aqriculture and smart cities. In 2023, we aim to make the first application of a simplified methodology for quantifying the emissions reduction induced by the use of our products and services.

Our portfolio currently includes Communication and Collaboration, Cloud and Data Centre, IoT (Internet of Things) and Analytics solutions, which avoid travelling, reduce energy and water consumption, and provide secure and energy-efficient data storage and processing infrastructures.

Our solutions that reduce customer emissions

This is also a market opportunity, to which we respond with the development of specific products and services, directed particularly at the corporate customer segment. These solutions, recognised as eligible activities under the EU Taxonomy of environmentally sustainable activities, represented 2% of NOS' consolidated turnover in 2022, corresponding already to 9.3% of turnover in the corporate segment. As the EU Taxonomy evolves, it is expected that more NOS products and services will be recognised as activities that contribute significantly to European climate change mitigation and adaptation goals.

MAINTAINING AN ADAPTED AND RESILIENT NETWORK

Our operation - in particular, the technical infrastructure - is exposed to physical risks from climate change. Acute risks, such as the increase in the frequency and intensity of extreme weather events (e.g., storms or heat waves) and their consequences (e.g., increased risk of rural fires) are one of the main climatic risks to which we are exposed, which can damage our network infrastructure, cause service interruptions, and induce high repair and reconstruction costs.

Long-term changes in weather patterns (chronic risks), in particular changes in average temperature, can also affect the operating conditions of telecommunications and IT equipment, increasing cooling needs and related energy costs and putting at risk critical systems.

We identify and assess these risks and have strengthened specific mitiqation measures in our Business Continuity Management (BCM) program and in our Network and Services Supervision processes, including: assessment of the resilience and response capacity of our network and systems in the event of a failure, disruption or external event; contingency procedures in exceptional weather situations; identification of technical facilities in locations with high fire hazard, with the adoption of additional vegetation clearing procedures; strengthening the energy autonomy of critical facilities; adoption, in main technical rooms, of more demanding maintenance criteria adapted to the predictable impacts of climate change in Portugal (higher number of days of extreme heat and higher average temperatures). The project to optimise the air conditioning of smaller technical rooms, started in 2022, will also contribute to increase the climate resilience of these facilities.

In 2023, the climate scenario analysis project we intend to develop will involve a more in-depth assessment of these physical risks, using specific climate models for Portugal. Based on this information, we will assess the need for additional risk control measures.

3.5.2. Circular Economy

A MORE CIRCULAR BUSINESS

The consumption of materials and the production of waste - particularly related to electrical and electronic equipment and to packaging are a significant environmental impact of our activity. For the current strategic cycle, we have established as a goal to consistently increase the level of circularity of our business between 2022 and 2025. Our commitment to circularity covers material consumption and waste production in our own operations, but also in the use of our products and services.

OUR APPROACH TO CIRCULARITY

To promote business circularity through the reuse, resale or recycling of network and customer equipemnt.

onel, program Customer equipment

  • Recovery, refurbishing and re-introduction

Reduction of incorporated material

  • Take-back of used equipment

  • Sale of refurbished equipment

  • Contribution to integrated recycling

FIXED SERVICE

to market

MOBILE SERVICE

TRANSVERSAL

systems

NETWORK

  • Refurbushing and reuse of network components
  • Sale on secondary markets

LOGISTICS OPERATION

  • Redesign of processes and packaging for material reduction

Substitution with sustainable materials

BACKOFFICE

  • Digitisation of invoicing processes

STORES

  • 100% digital contractual documents
  • Dematerialisation of communication supports

TRANSVERSAL

  • High rate of waste recovery

Annually increase the level of circularity between 2022 and 2025

In 2022 we kicked-off a project to define and implement an overarching NOS circularity strategy, which will integrate and develop the various initiatives already in force within the organisation. During 2023, we will establish specific goals for this area, associating them with action plans, quantified and scheduled targets, and performance monitoring processes. Our goal is, from 2024 onwards, to use an evaluation framework aligned with international best practices, which will enable us to quantify the level of global circularity of our business and use this metric to monitor performance and stimulate new actions.

INCREASING THE CIRCULARITY OF OUR OPERATION

Transmission equipment, IT systems, batteries and packaging material are the main waste of our operation. In a sector where technological renovation is constant, we adopt circularity principles which, whenever possible, transform this waste into resources through reuse and recycling.

Production and recovery rate of waste from own operation (ton)

In 2022, we produced a total of 843 tonnes of waste, 98% of which was recycled (+1 p.p. compared to 2021). The increase of around 15% in the quantity produced was mainly due to the resumption of the use of backoffice buildings, where waste similar to urban waste is generated, most of which is sent to recycling. We use licensed operators to dispose of all the waste that is not collected by municipal systems, and we have implemented selective collection systems which, across all our facilities, reduce to a minimum the amount sent to landfill.

Reqarding the telecommunications network, alongside the renovation required for the introduction of 5G technology, in 2022 we strengthened the processes of recovery and reuse of components. We refurbished transmission equipment removed from 5G sites and reintegrated them into our network, in facilities not yet modernised. We also recovered legacy equipment for sale in the secondary market and integration in other networks, avoiding the use of energy resources and materials needed to produce new equipment.

Optimisation of materials in the logistics operation in 2022

We continued to digitise billing processes, increasing efficiency, and rationalising the consumption of printing material and energy associated with transportation. In our stores network, the contracting processes, previously carried out on paper, are now fully digital.

Level of digitisation of billing processes

TO GIVE A NEW LIFE TO CUSTOMER EQUIPMENT

To minimize the end-of-life environmental impact of the equipment we provide to our customers, we act on three fronts: promoting take-back and reuse; contributing to integrated systems that collect and recycle equipment and packaging; and reducing the amount of material incorporated.

We implemented a reverse logistics operation that ensures the collection of more than 80% of the equipment used by fixed service residential customers (TV boxes, routers, and hubs). This equipment is transported to our warehouse, technically assessed and, whenever feasible, subjected to a process of cleaning, repair and updating of components that allows its new use. In this way, we avoid the additional consumption of raw materials and energy and increase the levels of circularity of our processes.

On average, around 50% of the equipment collected is put back on the market (56% in 2022). Considering the technological evolution and the planning of its introduction in the market, we have defined annual targets for the rate of equipment collected that will be reused. For 2023, as a result of the introduction of more technologically advanced equipment, the target for the reuse of collected equipment is 48%. For the following years, we have set progressively more ambitious targets, until 2025, when we aim to reintroduce 51% of the equipment collected back into the market.

Collection and recovery of customer equipment in the fixed service (# equipment)

We also promote the reuse of equipment in the mobile service, through the sale of refurbished smartphones, with full technical and contractual guarantees (2,200 devices in 2022) and the take-back of used smartphones, which are fully sent for reuse or recycling.

We are also partners of integrated waste management systems, through which we finance collection and recycling networks for all the equipment we place on the market. Packaging waste is also sent for recycling through the integrated system managed by Sociedade Ponto Verde.

3.5.3. Other Environmental Impacts

PROTECTING BIODIVERSITY AND LANDSCAPE

The presence of the infrastructure necessary to telecommunications networks can cause impacts on landscape and biodiversity, particularly outside urban areas and in areas with high conservation value. Through our operational options and planning processes, we prevent or minimise these impacts.

With the agreement to share the mobile access network in inland areas of the country - established at the end of 2021 and to be fully implemented in 2023 - we are rationalising the use of network sites. This is a strategic decision, which results in a better service level, with less visual impact, less occupation of the territory and less risk of negative effects on fauna and flora.

Potential negative effects on the landscape are also mitigated through visual integration solutions, such as concealment chimneys in urban areas, or chromatic options adapted to the natural surroundings in rural areas. Whenever it is necessary to install new infrastructure in areas with special environmental sensitivity or adjacent areas, we implement additional protection measures, defined by the environmental authorities, namely the Institute for the Conservation of Nature and Forests (ICNF).

Since 2021, we have supported a reforestation project for areas affected by wildfires of Fundão, Manqualde, Meda and Pampilhosa da Serra, in Portugal, using a mixed planting model of maritime pine, oak, chestnut, and other species suitable for each location. This reforestation project combines carbon capture, biodiversity protection and natural resistance to forest fires, through the planting of several native species that are more resistant to fire, while also recovering water lines and ecological corridors. The CO2 removed from the atmosphere is monitored and allows us to voluntarily offset the unavoidable carbon emissions from the use of fuel in our fleet, until its total electrification is completed.

MONITORING WATER CONSUMPTION

Althouqh we are not intensive water consumers, this is a scarce natural resource, which we monitor and rationalise in all our facilities, including backoffice buildings, technical network, our own stores, and cinemas.

Our building at Parque das Nações, in Lisbon, is equipped with a system for collecting rainwater, which is subsequently used in the irrigation and fire-fighting circuits. With the exception of this rainwater collection, the only source of water consumed in our facilities is the municipal supply systems.

In 2022, there was a 26% increase in water consumption, resulting essentially from the resumption of activity in our cinemas.

Total volume of water withdrawals and % of water reused (m3)

3.5.4. Promoting Sustainable Innovation

We believe in the power of society's digital transformation and seek to contribute with technology-based solutions associated with connectivity, which drive a Portuguese society that is better prepared to respond to global challenges, inclusive and environmentally and socially balanced.

Our contribution is materialised either directly, in our activities and through the connectivity services and products we provide to the market, or in the development and promotion of sustainable technological innovation, through support for start-ups/entrepreneurship, and as managers, promoters of projects for the development of innovative solutions, whose use induces economic, environmental, and social benefits. Innovation is in our DNA and allows us to combine competitiveness and contribution to the Sustainable Development Goals of the United Nations (SDGs), so a significant part of our innovation effort is channelled to projects that directly or indirectly contribute to this purpose.

Our performance in this area is based on three fundamental technological pillars: (i) 5G Technology; (ii) loT (Internet of Things), in particular NB IoT (Narrow Band); and Advanced Analytics.

Combining these technological enablers with other technologies, we invest in a comprehensive intervention leveraging the internal potential for innovation and, through partnerships, the innovation potential developed by others. We believe that innovation should be faced with an open approach and not department by department, company by company. Therefore, innovation is in the mindset of our people and is ensured across our organisation, involving customers, developers, and academy, in a virtuous ecosystem, with whom we closely collaborate.

Our primary areas of focus in the field of sustainable innovation are: (i) Energy efficiency and low carbon solutions; (ii) Smart and sustainable cities and mobility; and (iii) Health and active and healthy life.

NOS APPROACH TO SUSTAINABLE INNOVATION

MAIN TECHNOLOGICAL ENABLERS

  • 5G technology - IoT, in particular a NB IoT (Narrow Band Internet of Things) - Advanced analytics

MAIN TYPES

= Development of funded RDI projects = Development and/or provision of solutions (products and services) for customers and society - Support to entrepreneurship

MAIN FOCUS AREAS

  • = Enerqy efficiency and low carbon solutions
  • = Smart and sustainable cities and mobility
    • Health and active and healthy life

Costumers

Society

FINANCED PROJECTS WITH A FOCUS ON SUSTAINABILITY

NOS is involved in several co-funded research, technological development, and innovation projects, in partnership with multiple players, from established companies to start-ups, and entities within the national scientific system (e.q., universities, research centres, collaborative laboratories), taking the lead of the consortium in some of the projects concerned. These projects aim to generate and endogenize new scientific, technical, and technological knowledge and, simultaneously, develop and test new solutions and business models, in different contexts linked to energy, smart cities and the active and healthy lives of senior citizens.

SOLUTIONS FOR CUSTOMERS AND SOCIETY

Smartcities

Smartcities are a priority strategic bet for NOS. Through an approach and cooperation strategy with municipalities, and together with our partners, we have been building, over recent years, a portfolio of innovative technological solutions that foster their sustainability, addressing different challenges and priorities. Interactive Apps that strengthen the connection between municipalities and citizens, smart and sustainable mobility solutions, water, energy, and waste management systems that optimise the management of these resources, administrative modernisation of operating costs are some of the solutions to which we have been contributing.

With 5G as a protagonist, we continued, in 2022, to support the smart modernisation of Portuguese cities, with a focus on the intervention in the municipalities of Barreiro and Pombal. The NOS 5G Smart Cities solutions take advantage of the ultrafast speed, reduced latency, security, reliability, and connectivity offered by the new generation of mobile communications, helping Portuguese cities to become more efficient and to improve citizens' quality of life. By supporting the technological development of these two locations under Smart Cities initiatives, and with numerous ongoing projects, NOS has perfected a total of 9 cities that over recent years (cumulative) has helped to evolve, promoting more sustainable local development and greater territorial cohesion.

Barreiro, a NOS 5G city

Barreiro is equipped with the NOS 5G network and is building the foundations to be a true Smart City through innovative solutions that allow better territory and citizen services management.

Through a solution implemented by NOS, the municipality now monitors urban mobility, using video analytics over 5G, in one of the busiest areas of the city. The goal is to provide more efficient management of urban mobility through real-time traffic analysis. Barreiro's municipal waste is also now managed through an intelligent solution based on the new mobile network, which makes it possible to collect and monitor relevant data for the optimisation of the municipality's bio-waste collection process, also leading to cost optimisation.

Waste management for a more sustainable municipality

The solution implemented by NOS allows monitoring of the containers and bio-waste collection trucks through sensors installed in the containers, which indicate the filling level, and, at the start of collection, the vehicles receive the route optimised for the containers requiring service. The system, based on 5G, allows effective fuel savings of around 20%, and better management of vehicles and teams, and can reduce operating costs by more than 40% (estimates developed based on solutions already implemented in other locations).

Monitor mobility with outdoor traffic analysis solution

An image sensor with video analytic capacity and 5G connectivity will allow outdoor traffic monitoring, generating relevant information such as vehicle count by type, pedestrian count and monitoring of pedestrian and road flows. It is also possible to generate a set of alarms, based on the detection of irregular situations, such as wrong-way vehicles, changes of direction in prohibited places, improper use of the cycle lane, amonq others.

The image sensors have local processing capabilities, so that no recording of images/videos or audio is made, and the processing is anonymised. In the future, it may be possible to detect fires and floods, open trash containers or the accumulation of trash next to containers, or other features.

The technological developments now implement the NOS platform with occurrence management integration, previously installed in the municipality

Pombal is also already covered with NOS 5G network, with over 75% coverage in the municipality, having undertaken the goal of becoming a Smart City, taking advantage of the city's festivities, Bodo festivities, one of the key dates for tourism in the region, to proclaim and announce it.

Virtual reality and analytical tool for event management

For the purpose, it organised an event, integrated into the festivities, where it presented tourist routes of the region in virtual reality, and used an NOS event analytics tool to collect and analyse information on the profile of visits to the festivities. This big-data solution allowed a profiling of the audience of the parties and their behaviour; an analysis of the impact of the poster in the influx of visitors; and also, an idea of the impact of this celebration on mobility in the region. Once analysed, the information allows optimising future editions of the Bodo Festivities.

Efficient irrigation system

Pombal also invested in the implementation of a Smart Irrigation that will allow water and energy savings of up to 30% in two of the town's public gardens. Since this is a solution with built-in NOS 5G technology, the installation allows the connection of a large volume of devices without the need for wires or cables, and is therefore simpler and less costly. On the other hand, 5G ensures greater reliability of the entire process, and all monitoring and management can be done remotely, via computer or App.

9 Municipal Councils with Smart Cities initiatives developed with NOS over the last few years

PORTUGAL SMART CITIES SUMMIT

Also, to be highlighted in 2022, within the scope of the strategic bet on smart, sustainable cities, is the maintenance of the NOS support for the Portugal Smart Cities Summit, as exclusive partner, a benchmark event in the smart cities landscape in Portugal, which took place in October. Three days of conferences, demonstrations and presentations dedicated to the transformative potential of 5G technology in Smart Cities, which included the participation of several panels of experts and players active in this area, and where NOS had the opportunity to disclose some of the solutions that it has been developing over the years aimed at making cities more sustainable, intelligent and prepared for the future, namely: Smart Irriqation; Smart Waste Management; Virtual tours and Augmented Tours; Fire detection; Drones for inspection of infrastructures and transportation of objects; Energy efficiency of buildings; Smart lighting; and Health and safety monitoring of the elderly.

Supporting entrepreneurship at the service of a better and more technological future

Through our services based on connectivity and innovative technologies such as the Internet of Things (loT), cloud and big data, leveraged on 5G technology, we are helping several areas of activity to embrace a more digital, socially, and environmentally innovative future. Our contribution to innovation in general, including innovation at the service of sustainability, also involves fostering entrepreneurship, promoting, and participating in various initiatives.

NOS 5G Fund

The NOS 5G Fund invested during 2022 in two new Portuguese start-ups, Mindprober and Didimo, bringing to a total of five start-ups supported since its launch and start of the operation in late 2019 and 2020, respectively. Through this fund, the first in Portugal directed at 5G technology, in partnership with Armilar Venture Partners, manager of the Fund, NOS actively supports the Portuquese innovation ecosystem with a focus on the development of solutions based on or leveraged by this technology, consolidating its commitment to it and to the development of a more entrepreneurial, technologically advanced, and innovative country. The investment in Mindprober and Didimo occurred through two investment rounds of 5.6 and 6.8 million euros, respectively.

5 start-ups supported by the NOS 5G Fund which have a business model leveraged by 5G, corresponding to two more (Mindprober and Didimo) that have joined Reckon Al, KnokCare and Kit-AR

Mindprober is a start-up that has developed a pioneering platform that measures the emotional impact of multimedia content on consumers through wearables that monitor biometric data, such as sweat or heartbeat acceleration. DIDIMO, on the other hand, has developed a platform that allows to generate, in about 60 seconds, 3D digital avatars based on photographs.

FAST 5G

Also, with the goal of accelerating the adoption of 5G in the market and in national companies, NOS launched the Fast 5G program, in conjunction with the Start-up Factory, an ideation programme that aimed to develop and present solutions based on this technology, to address the challenges of mediumsized industrial companies, contributing to their success and to Portugal's economic development.

5G Business Safari

In partnership with Nova SBE, NOS developed the 5G Business Safari initiative, which represents an immersive learning experience outside the classroom, exposing participants to different realities and practices through NOS' 5G Use Cases. This training program aims to make participants aware of examples of organisations that are exploring the potential of 5G, to understand and experience 5G solutions, to raise awareness of new business models, new, more agile, and collaborative work processes enhanced by 5G, and to learn and find inspiration by seeing reality in an immersive and virtual way with 5G.

Partnership with Trojan Horse was a unicorn (THU) to combine science and creativity

NOS teamed up with Trojan Horse was a Unicorn (THU), a leader in creativity, to jointly boost the digital entertainment industry in Portugal and support national talent. Underlying this ambition is the technological disruption brought by the 5G network, a catalyst for art and creativity, and the quest to build the future through the pioneering vision that art allows, complementing science and technology. The collaboration included:

  • = the launch of THU Golden Ticket by NOS, a challenge on a global scale that this year was supported by NOS and that seeks to give voice to artists and causes, seeking answers for a future that unites sustainability, technology, and innovation. This year, a special category was created, exclusively for Portuguese students, to support and promote national creative talent; and
  • · the creation of THU Lab Human Behaviour Centre powered by NOS, a sensory and behavioural laboratory equipped with 5G, where creatives will be able to work their senses in the most extraordinary ways. A roadshow in several Portuguese universities is also planned, with lectures on creative vision and art as tools for the future.

Data for a better future initiative - NOS and Nova SBE protocol

NOS and the Nova School of Business & Economics (Nova SBE) signed a protocol with the aim of implementing the Data for a Better Future Initiative (DfBF) project, created to place data analytics at the service of the development of a more sustainable future, bringing together the resources and expertise of a number of specialised organisations.

DfBF aims to be a knowledge-sharing network to help organisations increase their skills in Advanced Analytics. The qoal will be to make Advanced Analytics more strategically useful for managing their businesses and responding to economic and social challenges. All this using increasingly innovative technologies such as 5G, Edge Computing, Cloud Computing, Machine Learning and Artificial Intelligence.

Three lines of action of the DfBF initiative

commitments of our development strategy.

Research
applied to
data
It involves the creation of study areas, called Data Circles, where specialised research will
be conducted by the teams of the companies involved, teachers, researchers, and Nova
SBE Alumni. NOS takes the lead in the Impact Circle: Smart Cities & Communities area,
reflecting its performance as a driver and enabler of pioneering solutions in this field. At
the same time, it involves the creation of a data centre, the information from which will be
used in international research agendas to generate strategic insights and support
decision-making for a better future.
activation Talent
Analytics, as well as for the development of projects in a business context undertaken by
students of this master's programme.
Training Under the protocol, training offers in Advanced Analytics will be developed for the entire
universe of NOS employees, with the aim of evolving the technical skills of the
Programs organisation, directed at the challenges of the future, interconnected with the

Espaço i and IT training in partnership with ponte de sôr municipality and the Polytechnic Institute of Portalegre

In partnership with Ponte de Sor Municipal Council and with the Polytechnic Institute of Portalegre (IPP), NOS collaborated in the creation of a Skills Centre in the Region, with the aim of accelerating the digital transformation and territorial cohesion of the Alto Alentejo.

Within the scope of the collaboration with the Alentejo municipality, NOS provided the town's new entrepreneurship space - Espaço i, with the most advanced information systems and communications infrastructure, including 5G.

Resulting from the conversion of the former Municipal Market of Ponte de Sor, this innovation hub will house technology and digital matrix service companies, among which NOS. On site, the company intends to install a collaborative space and create 25 new highly skilled jobs for the development of projects within the business communication networks, security and automation.

The partnership is based on the training of IT professionals and the development of a technology-based training offer, materialised in a first stage, in a Higher Technical Vocational Course (CTeSP) in Agile Programming and Information Systems Security.

This initiative aims to foster entrepreneurship, but also have a support aspect for local stimulation in a inland area which is in line with the NOS commitment towards development, inclusion, and digital literacy, as well as territorial cohesion, by attracting talent to the region and promoting knowledge in the technology of the future and the creation of new skilled jobs.

Entrepreneurship, digital literacy and inclusion, and territorial cohesion multiple dimensions driven by the partnership between NOS and Ponte Sor Municipal Council.

Partnership with the University of Aveiro through the Agueda School of Technology and Management for the creation of a higher technical vocational course (CTESP) in cybersecurity

In a context of growing need for skilled professionals to foster the digital economy as well as to meet the needs and challenges that it brings, security and particularly cybersecurity assumes a key role and therefore NOS joined UA and ESTGA to train professionals prepared for the growing challenges of Digitation and the digital economy.

These initiatives aim to foster entrepreneurship, but also have a support aspect for local stimulation in a inland area which is in line with the NOS commitment towards development, inclusion, and digital literacy, as well as territorial cohesion, by attracting talent to the region and promoting knowledge in the technology of the future and the creation of new skilled jobs.

NOS and LISBON MBA partnership - Preparing ESG leaders

NOS established a partnership with The Lisbon MBA Católica|Nova, for the development of an ESG (Environmental, Social & Governance) project within the scope of the ESG Consulting Project initiative, which allows students of the Lisbon MBA International to develop a project in this area, for a period of two months, according to the "learning by doing - Action Learning" approach. The participating students have the opportunity to put into practice the knowledge and skills acquired in the MBA, which has the mission of creating leaders capable of generating a positive impact on organisations and their stakeholders.

In turn, companies, in this case NOS, benefit from the talent of students in the analysis and provision of insights and recommendations for the resolution of a sustainability challenge. NOS had the support of two MBA students, selected through a rigorous process and quided by a lecturer specialising in ESG, who developed a project proposed by NOS, in the area of internal carbon price assessment and analysis of how NOS may continue to strengthen its commitment to socially responsible and sustainable performance. Analysis and determination of the internal carbon price is a voluntary methodology, useful in identifying opportunities and hidden risks in operations and value chain related to management of greenhouse gas emissions, helping to foster more efficient carbon management of products, services and processes, an area of strong investment by NOS.

3.5.5. Promoting Inclusion and Digital Literacy

NOS' ambition is to be a responsible brand, with a clear purpose and always at the forefront of innovation. We believe in the power of technology to solve many of the challenges we face as a society, and we are committed to being an active element in the path to a more connected, safer and sustainable future.

To promote the future we are aiming for, based on the digital transformation of society, it is essential to promote the inclusion of the most vulnerable audiences and democratic access to technological tools and digital education. At the same time, it is necessary to make people aware of the appropriate standards for responsible, fair, and ethical use of all new IT resources. In this sense, we want to enhance the acquisition of new skills and contribute to a future where we are all connected by the power of technology. One of the key pillars of our ESG strategy is the promotion of Digital Inclusion. Access to technology is a powerful tool for transformation and personal development, and an important lever for economic prosperity and social cohesion.

We know that it is possible to promote a fair digital transformation, aligned with our business strategy, increasing inclusion and accessibility, and generating wealth for society, which is the objective that guides our actions in terms of social responsibility.

PROJETO ZER01 - ENTRA NA LÓGICA DA COMPUTACÃO

We want to increase access to digital knowledge and skills to prepare today's youth for tomorrow's jobs. This is the commitment we have undertaken under the line of action "For a digital future" which is part of our sustainability strategy for the current cycle (2021-2025) and for which we have set the goal of impacting 10,000 people through programs that promote digital literacy.

In order to move towards the goal established, we designed and implemented the "Projeto ZER01. Entra na lógica da computação".

Train 10 000 people by 2025

Strategic target on digital literacy and future digital competences

lt is with ENSICO as partner that we qive life to this project, an initiative that aims to bring the teaching of computing to schools in the country. The subject will be taught throughout the 22/23 school year, in seven Portuguese schools, covering more than 400 students from the 1st and 2nd cycles (1st to 6th grade).

Computing is a body of knowledge, independent of the use of machines, which allows the development of logical thought, the ability to solve problems and stimulate creativity. Computational thinking generates immediate synergies with structural subjects such as Portuguese and mathematics, resulting in an improvement in the students' school performance.

Young people who can "think computationally" will be better equipped and prepared to design, understand, and use computer-based technologies both now and in the future.

As well as contributing to the development of essential skills, computer literacy contributes to the equal opportunities of young people in the future, representing a unique opportunity to impact on the success and inclusion of new generations.

Schools covered

  • School
  • São Domingos de Rana (Lisbon Metropolitan Area): Frei Gonçalo de Azevedo Secondary School
  • Gondomar (Porto Metropolitan Area): Jovim e Foz do Sousa Primary School | Atães Primary School

EUSOUDIGITAL

NOS has supported EUSOUDIGITAL (I am digital) since day one, a digital training program, which aims to help thousands of Portuquese adults who have never used the Internet, through Mentors/Volunteers, supported in hundreds of Centres throughout the country.

This program is promoted by MUDA - Movement for Active Digital Use, a Portuquese initiative promoted by more than 30 organisations from various sectors of activity, which undertake to contribute to increasing the advanced digital skills of the Portuguese, thus making the country and society more developed, inclusive, and participative. NOS is a founding member of MUDA and since 2017 has contributed to its growth and consolidation.

Portugal Digital Skills

Through the "Microsoft Portugal Partners Alliance", which aims to ensure that everyone has the right skills and opportunities to continue to create diverse environments, prioritise sustainability in business

decisions and develop responsible and ethical technologies, we have taken on the role of ambassadors for the Portugal Digital Skills initiatives, as well as for the Activate Portugal program.

IST scholarships and merit award

Strategic partnership with Instituto Superior Técnico (IST) signed in 2022 and with a duration of three years, which includes the development of initiatives to promote research, technology, and quality of higher education, rewarding merit and also innovative ideas that need investment in order to become reality. Within the scope of this partnership, annual scholarships are created for master's students, a merit award for a curricular unit of IST and an annual contest to support projects developed by students at the University. It also includes the organisation of workshops and other initiatives that promote the connection between students and NOS.

We support the social sector with communication services In 2022, we supported 35 institutions with an amount of more than EUR 500,000 87% Our employees consider NOS a socially responsible company (Climate Study 2022)

Support to third sector organisations

As an active agent in society, NOS is always attentive to the surrounding social context. We respond to situations of particular vulnerability, acting quickly and we place our technology at the service of those who need it the most. In 2022, we were partners of more than 35 third-sector organizations, providing them with access to telecommunications services and equipment, which they would otherwise not be able to afford or would have greater difficulty in supporting. Over the last year, this support totalled more than 500 thousand euros.

OTHER INITIATIVES

Support for Ukraine

Reviewing the year 2022, it is unavoidable to talk about the war in Ukraine, a situation we have closely followed from the outset, seeking to minimise its impact on the people who directly or indirectly lived through the conflict, acting on several fronts, starting with the business and enabling its inclusion, but spreading to other necessary fronts.

Support from the core of our business

  • Communications
  • Solidary cinema sessions and contents in Ukrainian

We have been offering communications for Ukraine to all our customers since day one. We were part of a partnership between the Government and Operators, led by APRITEL, to provide free communications to refugees. In total, 16,000 cards were distributed, so that Ukrainian citizens could keep in touch with their home country (access to mobile tariffs for 3 months for free with a good offer of minutes and data and with Minutes to Ukraine, fixed and mobile), also facilitating the process of welcoming refugees who arrived in Portugal. And even before signing this protocol, we collaborated with NGOs that supported the arrival of refugees, by providing communications that enabled the contact of migrants with their families and friends.

NOS Cinemas promoted solidary cinema sessions, with part of the revenues going to the Portuguese platform We Help Ukraine, of the films "Olga" and "The Adventures of Gulliver", and also included two free sessions of the Ukrainian version of the latter, for the day on which Mother's Day is celebrated in Ukraine - May 8th. They also broadcasted a advertising spot for the refugee support platform itself.

We also provide a channel with the best animated content in Ukrainian for children of all ages. Nickelodeon Ukraine Pluto TV combines the best series from Nickelodeon and Nick Jr.

Complementary support on other fronts

  • Employment
  • Fundraising

Simultaneously, in close collaboration with various Organisations, we worked to identify the needs that were emerging, so that NOS could intervene in a collaborative way, wherever and whenever most necessary, namely:

  • Collaboration with the Government to welcome Ukrainian professionals with experience/skills in technological areas.
  • We collaborated with the Portuguese Red Cross in a fund-raising campaign.
Pedro Miguel NOS participates in the scholarships granted by the Rotary Club of Lisbon-Centennarium to
Tavares Mendes
Scholarship 2022-
2023
students in situations of economic need to attend secondary school, higher education, and
post-graduate/masters' courses.
NOS' 5G takes
hospitalised
patients from São
João Hospital to
In an initiative developed v
and friends in mind, NOS t
magic of Christmas to the S
experience, in which users a
Nova SBE
Scholarship
NOS grants an annual scholarship to the best master's student at the Nova School of Business
and Economics.
Aurea concert and as if they were on stage
With a 360-camera placed o
Solar Boat
Technician
Through the transfer of appropriate communication solutions, we supported the Técnico Solar
Boat project, aimed at developing sustainable boats, carried out by students from the Instituto
Superior Técnico. This is a highly innovative, non-profit project, which enhances the
development of skills of the students involved.
Soul Sessions The Christm
to the virtual reality glasse
Thanks to the ultrafast spe
was possible to guarantee
moments of participation in
Market Solidary Christmas NOS created a solidary Christmas market in its buildings, encouraging its employees to donate
essential goods for the continuity of the work undertaken by several IPSS invited to participate
in this initiative, such as Aldeias SOS (child support), or Nós (integration of the disabled), among
At the same time, this initia
demonstrations of this te
technology wave and expan
others.
Employees could also take the opportunity to buy products from Portuguese
organic/sustainable brands present at the fair.
Promotion and
democratisation of
cinema
Promotion of cinema throug
places outside its usual ve
This action aims to take cin
Collection for the
League
NOS undertook the promotion of an advertising spot to promote the annual collection of the
Portuguese Cancer Portuguese Cancer League, which was shown for 4 days in our cinemas.
Raising
environmental
awareness and
supporting social
entrepreneurship
NOS Cinemas promoted, at 8 cinema complexes, solidary sessions of the documentary The
Devil's Breath by Leonardo Dicaprio (film about the Pedrogão Grande tragedy), a film intended
to pass on a message of environmental concern about the impact of climate change that
addresses climate and environmental issues. Part of the box-office revenue reverted in favour
of Casa do Impacto - SCML, with the aim of being allocated to the development of projects
549 thousand eu
Overall amount in
From Devil's Breath
by Leonardo
Dicaprio
related to environmental sustainability.

3.5.6. European Taxonomy

To achieve the European Union's sustainability qoals, it will be necessary to mobilise public and private resources in the next decade to finance the transition to a carbon-neutral, green, competitive, and inclusive economy.

Through Regulation (EU) 2020/852, the European Commission created the EU Taxonomy of Environmentally Sustainable Activities, a classification system for economic activities that aims to identify those that contribute to European environmental objectives, thus creating an enabling framework for sustainable investment. The aim is that the taxonomy will in the future evolve to explicitly include social aspects as well.

According to the EU Taxonomy, an activity is considered sustainable if it contributes substantially to one of the six EU environmental objectives and does not cause significant harm to any of the others; meets minimum social standards; and satisfies technical screening criteria set by the European Commission.

In 2021, the Commission Delegated Regulation (EU) 2021/2139 was published, establishing the first list of activities that can be framed in the EU Taxonomy, as well as the criteria for assessing their contribution to two of the environmental objectives: mitigation and adaptation to climate change. This contribution may result either from the climate performance of the activity itself or from its ability to improve the performance of other sectors - the so-called enabling activities - as is the case of several activities in the Telecommunications sector.

Additionally, new disclosure obligations were also introduced for companies, including NOS, which now have to report the way and extent of the framework of their activities in the EU Taxonomy, namely in terms of turnover, capital expenditure (CAPEX) and operating expenditure (OPEX), namely if they comply with the respective technical screening criteria (aligned activities).

Eligible activities

Alongside the investment in measures that increase the energy efficiency of the NOS operation, the company has been strengthening its portfolio of innovative products and services that reduce customer emissions, particularly in the corporate segment. Some of these are included in the list in Annexes I and II of the aforementioned Delegated Requlation:

  • =
  • = Activity 8.2. Data-based solutions for reducing GHG emissions (NACE codes: J.61, J.62 and J.63.11)

The NOS Group activities under items 8.1 and 8.2 of the EU Taxonomy correspond essentially to revenues of the Corporate segment related to cloud and data centre services, analytics (mobility, smart cities, energy efficiency) and IoT (smart cities, mobility and management and optimisation of fleets and assets).

The current list of activities eligible for Taxonomy purposes - being focused on the most carbon-intensive sectors and on the activities that enable their transformation - does not yet cover most of the core activities of the NOS Group.

Proportion of eligible activities

Turnover OPEX CAPEX
Amount (ME) 9/6 Amount (ME) 96 Amount (ME) 0%
Consolidated amounts - 2022 1 521.0 100% 136,8 100% 495.9 100%
Eligible activities:
8.1. Data processing, information hosting and related activities 27,4 1,8% 11,8 8,6% 2,3 0.5%
8.2. Data-based solutions for reducing GHG emissions 2.6 0,2% 0,4 0,3% 0,6 0,1%
Total Eligibility - 2022 30,0 2,0% 12,2 8,9% 2,9 0,6%
Non-eligible activities - 2022 1 491,0 98,0% 124,6 91,1% 493,0 99,4%
Total Eligibility - 2021 27,8 1,9% 11,8 7,5% 4,5 1,1%

In line with the disclosure quidelines defined by Taxonomy, the reported amounts were calculated in accordance with the Group's consolidated accounts.

Regarding the amounts presented in the first line:

Turnover (1 521,0 M€): Corresponds to the consolidated amount of services provided, sales and other operating income, determined on the basis of the consolidated financial statements as of December 31st, 2022.

OPEX (136,8 M€): Corresponds to:

  • Research and development expenditure not capitalised;
  • · Expenditure on renovation/maintenance of buildings and other facilities;
  • Maintenance and repair expenditure;
  • Expenditure on short term leases; and
  • = Other expenditure directly related to the maintenance of tangible assets;

CAPEX (495,9 M€): Corresponds to the sum of acquisitions of tangible and intangible assets, customer contract charges and usage rights completed in 2022, disclosed in notes 8, 9, 10 and 11 of the consolidated financial statements, amounting to 625.8 M€, excluding leases (125.3 M€) and other contractual rights (+4.5 M€); and recorded in the consolidated financial statements under Direct costs -Telecommunications costs - Capacity (18.0 ME), Direct costs - Costs related to services to major corporate costumers (51.7 M€), Support services - Information systems (16.2 M€), Supplies and external services - Maintenance and repairs (46.9 M€) and other cost items (3.9 M€).

Eligible activities correspond to revenues of the Corporate segment related to cloud and data centre services and analytics and IoT services.

The CAPEX amounts classified as eligible correspond essentially to the upgrade and replacement of cooling systems, containerisation of back-offices, installation of a new air-conditioning system in the data centre and other investments in the data centre (procurement of products and services to improve the energy performance of the operation.

The OPEX values classified as eligible correspond essentially to expenditure on cloud and data centres and centralisation of assets, with the management and optimisation of fleets and assets, loT expenditure and the procurement of products and services to improve the energy performance of the operation.

Proportion of aligned activities

In 2022 NOS appointed a working group to assess compliance with the taxonomy alignment criteria, namely the substantial contribution criteria to climate change mitigation and adaptation and the criteria of do no significant harm. Compliance with minimum safequards was assessed at Group level.

ACTIVITY 8.1. DATA PROCESSING, INFORMATION HOSTING AND RELATED ACTIVITIES

Regarding the climate change mitigation objective, although NOS has adopted energy management practices in its data centres consistent with the practices provided for in the European code of conduct on energy efficiency of data centres and with the recommended practices for energy management of data centres published in the document "CLC TR50600-99-1 of CEN-CENELEC - Installations and infrastructures of data centres", the adoption of these practices has not been verified/audited by an independent third party entity in the last three years, thus NOS has not met one of the substantial contribution criteria to climate change mitigation, which is why this activity was reported in 2022 as nonaligned. NOS considers conducting in 2023 an independent audit of the practices adopted in its data centres.

Regarding the assessment of the "do no significant harm" criteria, no situations of non-compliance with the screening criteria were identified, namely:

  • · Adaptation to climate change: NOS has conducted an assessment of the physical risks relevant to the activity based on the National Platform for Risk and Disaster Reduction;
  • · Sustainable use and protection of water and marine resources: No risks of environmental degradation linked to preserving water quality and preventing water stress related to this activity have been identified;
  • · Transition to a Circular Economy: NOS presents a waste management strategy that ensures, in the first instance, the use by brokers who can find on the secondary market potential stakeholders in the technologies and who can reuse the equipment. In the absence of interested parties in the reuse of the equipment, the Group moves towards a solution of disposal of the equipment via recycling chains and operators licensed for that purpose.

Reqarding the objective of Climate change adaptation, NOS assessed the physical risks relevant to the activity based on the National Platform for Reduction of Risks and Disasters, thus meeting the substantial contribution criteria to climate change adaptation.

However, regarding the assessment of the "do no significant harm" criteria, as already mentioned for the climate change mitigation objective, although NOS has adopted energy management practices in its data centres that it considers to be compliant with best practices, its adoption was not verified/audited by an independent third party in the last three years, which is why this activity was reported in 2022 as not aligned with the climate change adaptation objective.

Therefore, activity 8.1. Data processing, information hosting and related activities was considered nonaligned with both objectives.

ACTIVITY 8.2. DATA-BASED SOLUTIONS FOR REDUCING GHG EMISSIONS

Regarding the objective of climate change mitigation, the ICT solutions involved in this activity are predominantly used for the provision of data and analysis that contribute to the reduction of GHG

emissions, being, according to the implicit evaluation in the customers' choice, innovative and distinct solutions from others existing in the market.

Regarding the assessment of the "do no significant harm" criteria, no situations of non-compliance with the screening criteria were identified, namely:

  • Adaptation to climate change: NOS has conducted an assessment of the physical risks relevant to the activity based on the National Platform for Risk and Disaster Reduction;
  • · Sustainable use and protection of water and marine resources: No risks of environmental degradation linked to preserving water quality and preventing water stress related to this activity have been identified;
  • · Transition to a Circular Economy: NOS presents a waste management strategy that ensures, in the first instance, the use by brokers who can find on the secondary market potential stakeholders in the technologies and who can reuse the equipment. In the absence of interested parties in the reuse of the equipment, the Group moves towards a solution of disposal of the equipment via recycling chains and operators licensed for that purpose.

Reqarding the objective of Climate change adaptation, NOS assessed the physical risks relevant to the activity based on the National Platform for Reduction of Risks and Disasters, thus meeting the substantial contribution criteria to climate change adaptation.

Regarding the assessment of the "do no significant harm" criteria, as already mentioned for the climate change mitigation objective, no situations of non-compliance with alignment criteria were identified.

Therefore, activity 8.2. Data-based solutions for reducing GHG emissions was considered aligned for both objectives.

Minimum safeguards

The taxonomy provides that in addition to the Substantial contribution criteria and the do no significant harm criteria, an activity is only considered aligned if it is conducted in compliance with minimum safeguards.

The minimum safequards prevent activities from being considered aligned, and therefore perceived as sustainable, if they have been conducted at the expense of violating human rights and labour rights, by engaging in corruption or anti-competitive practices and not complying with tax legislation.

Compliance can be observed from two perspectives, according to the guidance published by the Platform on Sustainable Finance:

  • There are adequate processes and controls in place in the areas of human rights, corruption, taxation, and fair competition; and
  • There have been no violations or breaches of these principles.
  • · The Group assessed compliance with the minimum safeguards, namely by evaluating the policies and processes implemented and investigating possible cases of breaches by Group companies. The Group concluded that the processes, policies, and controls implemented are robust and no cases of breach or processes related to the principles of minimum safequards were identified.

More information on practices and processes in the areas of human rights, corruption, taxation, and competition can be found in the respective sections of this report.

Millions of euros Substantial contribution criteria
Do no significant harm criteria
Activities p
O
O
% tio
біц!
6
Clir
%
0
IC
%
P
୧୫
%
ш
p
%
oll
a
%
Bio
%
: "
6
Cli
S/N
D
S/N
Wa
S/N
Al
E
C
O
0
45
1
S/N
S/N ! I
S/N
б!
A Eligible Activities
A.1 - Aligned activities
Data-based solutions for reducing GHG emissions 8.2 2,6 0,2% 100% N/A 100% S N/A 100%
Turnover of aligned activities (A.1) 2,6 0,2%
A.2 - Eligible but non-aligned activities
Data processing, information hosting and related activities 8.1 27,4 1,8%
Turnover of Eligible but non-aligned activities (A.2) 27,4 1,8%
Total (A1+A2) 30,0 2,0%
B. Non-eligible activities
Turnover of Non-eligible activities 1 491,0 98,0%
Total (A+B) 1 521,0 100%

Millions of euros Substantial contribution criteria
Do no significant harm criteria
Activities G
P
C
C
OPEX O
d
ОРЕХ
%
13
бір
6
Clim
%
4
Cli
%
Wa
%
ul
C

%
p
p
ollu
0
%
19
%
"
6

S/N
!!

S/N
AM
S/N
S/N O
p
O
e
S/N
8
S/N
б!!
A Eligible Activities
A.1 - Aligned activities
Data-based solutions for reducing GHG emissions 8.2 0,4 0,3% 100% N/A 100% N/A N/A 100%
OPEX of aligned activities (A.1) 0.4 0.3%
A.2 - Eligible but non-aligned activities
Data processing, information hosting and related activities 8.1 11,8 8,6%
OPEX of Eligible but non-aligned activities (A.2) 11,8 8,6%
Total (A1+A2) 12,2 8,9%
B. Non-eligible activities
OPEX of Non-eligible activities 124.6 91,1%
Total (A+B)/ 136,8 100%/

Millions of euros Substantial contribution criteria
Do no significant harm criteria
Activities S
P
O
C
CAPEX EX

O
%
0
Cli
%
O
P
Cli
%
Wa
%
3
g
%
14
oll
d
%
이유
%
O

S/N
D
S/N
S/N 11
C
1
S/N
I
O
O
d
S/N
8
S/N
S б!!
A Eligible Activities
A.1 - Aligned activities
Data-based solutions for reducing GHG emissions 8.2 0,6 0,1% 100% N/A 100% S N/A 100%
CAPEX of aligned activities (A.1) 0,6 0,1%
A.2 - Eligible but non-aligned activities
Data processing, information hosting and related activities 8.1 2,3 0,5%
CAPEX of Eligible but non-aligned activities (A.2) 2,3 0,5%
Total (A1+A2) 2,9 0,6%
B. Non-eligible activities
CAPEX of Non-eligible activities 493,0 99,4%
Total (A+B) 495,9 100%

01 Integrated Management REPORT

/ 4 OUR FOUNDATIONS FOR

VALUE CREATION

4.1. Stakeholder Engagement and Value Creation 129
4.1.1. Management Team Commitments 129
4.1.2. Purpose of our approach to stakeholders 130
4.2 Responsible Management 137
4.2.1. How We Manage Sustainability 139
4.2.2. Risk Management 146
4.2.3. Ethics and Conduct 156
4.2.4. Security & Privacy 159
4.2.5. Preventing exposure and monitoring electromagnetic fields 168

4.1. Stakeholder Engagement and Value Creation

We are committed to our stakeholders, with whom we build trusting relationships, to enhance the creation of shared value.

Our ambition to continue to be the best communications and entertainment business group in Portugal makes us an agent that contributes to a better society and economy, creating value for the stakeholders ecosystem with whom we establish strong and trusting relationships.

4.1.1. Management Team Commitments

The creation of value for our stakeholders is crucial to the development of our business. Our management is, therefore, focused on managing the business with the perspective of creating shared value in the long term.

The mapping and ranking of our stakeholders is a process that has taken place in the phase that precedes each stakeholder listening process. To identify the main categories, we used the level of influence and dependence as criteria, following the methodology of the AA SES standard .

Managing the positive and negative impacts on the Group, and on the value chain in which we operate, is a commitment we establish with our stakeholders and which we reflect on our management structure: in our governance, in our development strategy, and in the policies and programs that structure our operation.

CUSTOMERS

  • respond efficiently and effectively to their needs.
  • services.
  • We constantly surprise our customers with relevant innovation, anticipating their needs.

PFOPI F AND ORGANIZATION

  • = times, and in all contexts.
  • We promote a sustainable balance between personal and professional life, building the foundations for new work models that are more suited to the social context and more sustainable.
  • We invest in retaining, training, and attracting talent, seeking to ensure the skills for today's and tomorrow's challenges.
  • even more inclusive future.

SUSTAINABILITY

  • We have an ambitious ESG agenda, supported by our management team, embraced by the entire organization, and encouraged across the company.
  • we operate, with particular focus on digital access, inclusion, and digital literacy.
  • We are committed to assertively responding to climate challenges, actively promoting the accelerated transition to a reality based on renewable energy.
  • We assume as the ultimate goal of our work the creation of sustainable value for society.

SHAREHOLDERS

  • · We maintain a culture of excellence in operations, rigor in delivering results and discipline in managing our assets and the investments we make.
  • We comply with the commitments we made to our shareholders, maintaining a solid financial performance.
  • We are optimistic about the future and ambitious in the goals we have assumed as a company.

PARTNERS

  • = We are fair and transparent in our relationships with all our partners, seeking to reach agreements that maximize the value generated for all parties.
  • We demand that our partners have a philosophy of action and values compatible with ours.

TRANSFORMATION

  • " We do not settle for the status quo and continuously challenge the pillars of our operation, seeking to evolve towards an increasingly efficient operating model.
  • endogenous and exogenous dynamics to our operation.
  • · Our strategy is adaptive and dynamic, translating new opportunities and new challenges into concrete and actionable strategic responses by the organization.

4.1.2 Purpose of our approach to stakeholders

We created a relationship model with stakeholders, which we implement permanently, to enhance the creation of shared value and the establishment of trusting and responsive relationships.

The stakeholder categories that are integrated in the NOS stakeholder relationship model reflect the main influence and dependency relationships with the stakeholders, considering the characteristics of NOS' business. The model is organised into four quidelines, which cut across different levels of engagement, from monitoring to cooperation. These allow us to map the current concerns and future expectations of the stakeholders, which may substantiate new risks or opportunities, and to use them as input for informed decision-making. They also enhance the creation of shared value and the establishment of trusting and responsive relationships.

It is also our purpose, within the scope of accountability towards our stakeholders, to report, with materiality and balance, and cooperate in building a more sustainable value chain, and therefore promoting shared value.

A systematic and responsive interaction allows identifying and anticipating risks and opportunities and establishing the necessary bonds of trust to enhance the creation of shared value in the long term.

PURPOSE AND APPROACH ENGAGEMENT WITH STAKEHOLDERS

1. We are attentive 2. We integrate 3. We communicate 4. We advance being connected
We have mechanisms for regular and systematic assessment
of the needs and expectations of our stakeholders, what
impacts them, what they value and what we need to improve
We systematize the results generated by the stakeholders
listening mechanisms, and we mapped the impacts
referenced by our stakeholders.
We analyse the information generated by these mechanisms,
as well as relevant governance, environmental and social
trends and benchmarks that complement it. .
We recognize our responsibility and impact towards our
stakeholders, which we value and respect through our values
and principles.
We define commitments towards them, which we revalidate
or adjust according to the signals provided by our listening,
analysis, and interaction mechanisms.
We prioritize and consider the inputs of our stakeholders, and
other analyses we conduct, in defining our strategic priorities,
as well as in defining improvement plans and in establishing
cooperation and partnership dynamics .
We integrate the priorities and improvements we have
identified in the management of operations and in new
developments .
We determine, for our significant impacts, the most suitable
approach to prevent, mitigate, or remedy them.
We monitor and measure our performance against
compliance aspects and against our strategic priorities, which
consider the needs and impact on stakeholders.
We report, this information, with a sense of opportunity,
materiality, and balance, as well as with rigor and clarity.
We understand the importance of communication and
connections that are at the heart of our business, and we
promote a culture of proximity, scrutiny, and regular dialogue
with our main stakeholders for mutual benefit. This is the
only way to maintain the trust and commitment necessary to
maintain lasting and positive relationships.
- We aim to prosper as a company, add and share value with
and for our customers and other stakeholders, meeting and
sometimes anticipating their needs.
We constantly challenge ourselves to do more and better
with the contribution of our policy of active listening and
cooperation and with the power of innovation and of the
technologies that we operate and master for the benefit of
our customers and for a more evolved and sustainable
society.
We promote strategic partnerships and entrepreneurship and
influence our suppliers and business partners to improve,
contributing to a more inclusive and connected world for
everyone

Listen | Identify | Anticipate Understand the impact and satisfaction

Respect | Prioritize | Plan and implement

Shareholders Partners and Government and
Regulatory
Topics / Stakeholder category Customers and Investors Employees Suppliers Authorities Community Industry
Good Corporate Governance Practices V V
Good practices in tax matters V
Cybersecurity V V
Clarity of customer information and contractual conditions V V
Network coverage and quality V V V V V
Combating corruption V V
Operational and financial performance V
Career development and assessment V V
Diversity and inclusion V V
Energy efficiency and renewable energy (important for Corporate customers) V V V V
Greenhouse Gas Emissions V
Innovation V
Social Responsibility Policy V
Absence of anti-competitive practices V V V
Preventing exposure to electromagnetic fields V V V V
Products and services with social and environmental benefits > V V > V
Local Development Projects V V
Projects that promote sustainable consumption and lifestyles V
Protection & privacy V V V
Recycle used customer equipment > >
Remuneration and benefits V
Troubleshooting contracted products and services V V
Respect for Human and Employees' Rights V V
Shareholder return V
Health and well-being V V
Transparency and equitable treatment of partners V
Legal and regulatory compliance V
Network resiliency and emergency response V V
Price competitiveness V
Products and services for customers with low incomes or special needs V
Promotion of entrepreneurship V
Volunteering V

2. WE INTEGRATE - HOW WE RESPOND TO STAKEHOLDER CONCERNS

The management options that we adopt in to align NOS with the experion. The polices, messures and programs that address the main inpacts are regulary assessed and adjusted to improve the results generated by NOS to address the impacts of our operation, we highlight.

Needs/
Expectations
Cybersecurity
Protection & privacy
Career development &
assessment
Health and well-being
Remuneration and
benefits
- Greenhouse gas emissions
Recycle used customer equipment
- Energy efficiency and renewable energy
- Preventing exposure to electromagnetic
fields
- Projects that promote sustainable
consumption and lifestyles
Products and services with social and
environmental benefits
- Products and services for customers with
special needs or lower-income
- Innovation
- Promotion of entrepreneurship
- Local development projects
- Volunteering
- Social Responsibility Policy
Troubleshooting contracted
products and services
Network resilience and
emergency response
Clarity of customer
information and contractual
conditions
Network coverage and quality
Legal and regulatory
compliance
Absence of anti-competitive
-
practices
Preventing and combating
corruption
Price competitiveness
Diversity & Inclusion
Transparency and equitable
treatment of partners
Respect for Human and
Workers' Rights
Good Corporate Governance
-
Practices
Good Tax practices
Financial performance and
shareholder return
NOS responses Security & Privacy programs
and processes
Maintenance of ISO 27001
Certification
- Partnership with Cisco for
new security solutions
- NOS Safe Net
NOS Campus
Performance and
Development Model
Remuneration policy and
benefits
Maintenance of ISO
45001 Certification
Health and well-being
program
Climate and satisfaction
study and associated
improvement plans
- Maintenance of ISO 14001 certification
Environmental goals and targets
Development of products and services that
respond to social and environmental
challenges
Monitoring plan for electromagnetic
radiation
Investment on 5G technology, loT and
Advanced Analytics
Projects and partnerships to promote the
development and digital transformation of
companies and institutions
Offer for people with special needs and
other special situations
Cooperation protocols with municipalities
for Smart Cities
- Co-financedinnovation projects for
sustainability
- 5G Fund
Code of Ethics and other
policies assumed by NOS
Ethics action and training plan
Internal audit program
Risk management Policy
Tax policy in development
Discounts for extreme
situations
Gender Equality Plan
Statement of Commitment to
Diversity and Inclusion
Involvement in various
diversity and inclusion
initiatives (e.g., Women
Empowerment Principles)
Vortal Platform
Code of Ethics and other
policies assumed by NOS
Ethics action and training plan
Internal audit program
Risk management Policy
Tax policy in development
-
Discounts for extreme
situations
Gender Equality Plan
Statement of Commitment to
Diversity and Inclusion
Involvement in various
diversity and inclusion
initiatives (e.g., Women
Empowerment Principles)
Vortal Platform
Strategic plan and execution
Budget control
Dividend distribution policy

3. WE COMMUNICATE - THE CHANNELS WE USE IN ENGAGING WITH OUR STAKEHOLDERS

Engagement with stakeholders suss offeent means according. In the treat and the taget and the use of more consecuting channels such as he website, with more specific ones such as no investors. On the che necessed thems suitable toos of different levels of engagement publication of the annual recei publications and health in our prority is o riforn. The environment study for employes saifs actions tudies, are examples of the todact he boarded for todact he book of the t other cases, the level of enacterized by the participation of the stakeholers involved, such as welcoming with the regulatory entity,

The frequency with which we communicate is also dependent on the purpose of the interaction. And that's why we use communication channels that are activated permanently, or on a daily basis, such as the website, Apps or stores, for example, or we use mechanisms that work in a campaign logic with a specific reqularity, annual or even supra-annual, as was the listening process developed to identify the priority sustainability topics.

Stakeholder listening process has taken place in the planning stage of each new strategic cycle, the last one in 2020, within the scope of planning the strategic cycle that started in 2021. In other cases, it may even occur on demand, in response to the specific needs of each moment, as is the case of some direct contacts with the regulatory entity.

Without prejudice to the departments/areas ensuring the management of relations with certain groups of stakeholders under their more direct responsibility and in coordination with the members of the Executive Committee within the scope of their respective areas (as is the case of Human Resources with Employees, or Purchasing with Suppliers), the application of the stakeholder relationship approach, described above, is a cross-cutting responsibility to the entire organization. It is headed by the qlobal commitments of the management team towards the stakeholders and supported by various communication and interaction mechanisms, of which we highlight those in the figure.

4. WE ADVANCE BEING CONNECTED - OUR PARTNERSHIPS, ALLIANCES AND EXTERNAL STRATEGIC INITIATIVES

We challenge ourselves to do better, in cooperation with other organizations. The partnerships we establish allow us to act in alliance with our stakeholders, promoting a more inclusive and sustainable society, and one that is more aligned with science-based climate targets and Human Rights.

The various reference initiatives, of which NOS is a signatory, and partnerships to which it is bound or promotes, boost its strategic commitment and contribution to sustainability in line with the underlying spirit of SDG 17.Our commitment to sustainability is endorsed at the highest level in the organization and is reflected in the various international and national initiatives that NOS has subscribed to over the years, under the supervision of the President of the Executive Committee, and to which it remains bound. These initiatives strengthen the commitments assumed by the management team and have underlying principles and commitments of responsible and proactive action in the environmental, social and qovernance domains, reflected and complemented by our internal policies and codes.

The initiatives and partnerships fall into the following categories: Sustainable Society; Climate; Human rights; Strategic Partnerships; Support for Culture.

1. SUSTAINABLE SOCIETY

NOS has been joining and subscribing to a set of initiatives that promote a more sustainable economy and society. In addition to transversal initiatives, which bring together companies and organizations from different economic sectors, we have also joined specific initiatives for our sector of activity.

Pact for youth employability

NOS signed, in January 2023, the "Pact for more and better employment for youths", an initiative, promoted by the José Neves Foundation and the Portuguese Government, which aims to reduce the existing vulnerability associated with the employment of the younger generations. By subscribing to the Pact, NOS strengthens its commitment to hiring and retaining early-career employees. Subscription to this initiative reflects the continuity of NOS focus on the employability of young Portuguese talent, an example of which is the NOS Alfa program, which attracts more than 50 young people per year to the Group, and has a retention rate of around 85%.

Initiatives subscribed (subscription carried out before 2022)

  • United Nations Global Compact
  • Global Enabling Sustainability Initiative (GeSI)
  • "Digital With Purpose"
  • -
  • «Taking advantage of the crisis to launch a new paradigm of sustainable development » Manifesto, promoted by BCSD Portugal
  • -

1 INTEGRATED Management REPORT

2. CLIMATE

Our decarbonization trajectory is in line with the Paris Agreement goal of limiting global temperature rise to 1.5℃. NOS recognizes the role of technology in responding to the challenge of the climate emergency, and, in this sense, has been associating itself with various initiatives focused on climate.

"Towards COP27" Manifesto

The signing of this climate manifesto is yet another demonstration of the recognition of environmental responsibility by NOS. The Group recognizes the need to continue to implement actions towards a more environmentally and socially balanced society, following the quidelines set out in the Manifesto, in line with the NOS targets: by 2030, reduce its scope 1 and 2 emissions by 90%, and to reduce scope 3 emissions by 30%. Developed by BCSD Portugal - Business Council for Sustainable Development, the Manifesto outlines 6 priority lines of action to increase the ambition of the response, and accelerate the transition to a fairer and more sustainable and carbon free global economy.

Porto Climate Pact

In 2022, NOS subscribed to this Pact, committing to contribute to establishing and sharing concrete targets and actions, developed or to be developed, aimed at reducing GHG emissions with a view to carbon neutrality and also involving its networks of actors in the reduction process of GHG emissions in the city of Porto. The Municipality of Porto has maintained a detailed monitoring of the city's GHG emissions and their respective origin and has followed and exceeded national and European decarbonization targets, having made a commitment to reduce GHG by 60% by 2030.

Subscribed initiatives (subscription carried out before 2022)

  • Letter of Commitment "Business Ambition for 1.5°C"
  • Lisbon Green Capital 2020
  • European Green Digital Coalition

3. HUMAN RIGHTS - DIVERSITY

The initiatives to which NOS has been subscribing in the Human Rights area, particularly in the areas of equality and diversity, constitute important milestones towards greater maturity in the management of the topic.

Subscribed initiatives (subscription carried out before 2022)

  • Women's Empowerment Principles (WEPs)
  • Portuguese Women in Tech
  • CEO's Guide on Human Rights
  • United Nations Target Gender Equality
  • · Portuguese Charter for Diversity

4. STRATEGIC PARTNERSHIPS

We are members of a number of associations where our presence assumes a strategic value, due to the role that the association plays in our business areas, or, in the case of transversal associations, due to the value contributed by each one of them, to NOS, or to Portuquese society and economy. In addition to these strategic partnerships, where NOS is part of the governing bodies of the respective organizations, our business model also includes a set of technical partnerships, which support us in the development of the business.

These technical partnerships are referred to in this report, in the sections Value for Customers and for a More Evolved Society, and We Generate Value for Our Business Partners.

  • -
  • -
  • -
  • =
  • =
  • Porto Business School

5. SUPPORT FOR CULTURE

As a company that includes the entertainment area in its core business, we have invested in supporting culture, as mentioned in the section of this report dedicated to NOS' social responsibility initiatives. In this context, we are also associate members of leading cultural institutions, where we play a relevant role, as we are part of their governing bodies.

Institutions of which NOS is a member and where it integrates the corporate bodies.

  • Quinta da Regaleira
  • Fundação CulturSintra

4.2. Responsible Management

We instituted an integrated management model, which views ESG management as a value creation lever, for NOS, and for the stakeholders that make up the value chain in which we operate.

We believe that being NOS a key element of the business and technological ecosystem, we play a fundamental role in promoting more sustainable practices, with the ambition to improve the lives of companies and people through technology.

We ensure an integrated global management, supported by a model of responsible competitiveness, which aims to create more value for our customers and stakeholders, based on business activities that follow ethical, environmental, social and Human Rights principles that underlie our way of being in the market.

Our Codes, Policies, and procedures, approved by governing bodies, such as the Board of Directors and/or Executive Committee, are supported by the principles and concepts of the intergovernmental instruments that relate to the topics that each of our Policies/Codes aim to manage. They were created to allow us to structure and formalize the commitments and principles that quide the systematic and continuous management, the main impacts of the business, and the respective value chain. They contain our commitment to identifying, preventing, mitigating, or compensating for negative impacts and enhancing positive ones. Some of them also stipulate the processes that must be implemented for carrying out due diligence.

Our sustainable management system comprises, in addition to Codes and a Transversal Policy, a set of policies and procedures aimed at specific topics and/or stakeholders. Its scope covers the NOS' operation and the activities that take place in its value chain, specifically with the chain of suppliers and partners. In this sense, the communication with the different stakeholders has been fundamental so that the instruments can be understood and implemented effectively, in our operation and chain of suppliers and partners.

This system, built and perfected over the last few years, has been developed, with the integration of new topics in our instruments, as a response to new potentially relevant risks, associated with emerging topics highlighted in our stakeholder engagement mechanisms. All of them are publicly available at the institutional area of our website.

Code of Ethics Defines the ethical internal and exemple store of the NOS Goup Companiss with statebolders. The Cole applies of the Governing bothe on the Goup
and also to all those who represent NOS ("Partners") and any person or entity that provides services, on a permanent or temporary basis, to the Group ("Suppliers").
Code of Conduct for the Prevention
of Corruption and Related Offenses
Its nain objective is to establish a set of pincersal to al NCS activities, containing among others the inproper acceptare and deining of enell series and deining of enell se
the areas of corner in the new including noney landering or fraud in obtaring or embership subsitions the person responsible of Regulator Complater
"Compliance Officer") as the one responsible for the adoption and implementation of this Code and compliance programs arising from it.
Sustainability Policy Claifies the NOS commitment on of a responsible management model Defines the operating principes with the anbition and what we propose to co o ensure sustanale progess on
Behalf of the Planet; For a Digital Future; Our People and Ethical and Responsible Management;
Risk Management Policy The Risk Management Policy is part of NOS Coronance is to odifie the risk mangement system, including the respective main processes associated with ists
management and monitoring, intervening entities and the respective responsibilities.
Security and Privacy Policies The Saternet of Comminent of Processon of Potection of Commitment to privacy and dataprotection. This comments embodied in provins and statures, nauding te
Customer Prince Policy, the Engloyee Pince, as vel as the General Policy. The hirrmation Security Phiciples that must be blowed by Enployees and by
Supplers and Pathers, as vel a nd domans, and dopedives. The virose of the NC Frivacy Policy's b allow customers ou nferstand from our organization collect, process, and
protects the personal information transmitted by all those who use NOS services.
Tax Policy The Group I at Boy conbines to tax stategy and the application of application of an coopenting collaboration and coperation with the laterinistian. The ta
strategy consists of ensums of the applicate tax eesting acequate coodination of pactices in turnates of the company's necess,
and ensuring the achevent of long-erm objectives, avoing tax incention checisions, thus entancing the creation of value for the snambler.
Codes and Requirements for
Suppliers and Partners
The Procusent Manual compises the seps and pricesses acquing products and services. Recogning that our active hase nimmental and social imports, we consider it essential bat
our suppliers and partners compy with the ractivity, and that they internalize with the pinciples se out in our code of ethis. For this purcose, ve tave created a Short
version of the Code of Ethics for Suppliers and Partners.
We also developed subarients to Suppliers and Partners of our positioning and commitment to sustainability, stuplaing the set of priciples and rules of action tat
must be adopted by our suppliers and passent the management mechanisms associated with the incorporation of sustainablily in our chainablily in our chains lopplers and partne
Codes, Plans and Statements
Applicable to People Management
In ou Statement of Commitment of Concess tradities that outset to anovering boles and employees of the Group regarding the opic C Diversity and nulsion. It nateriales
one of the strategic as of the NOS Sustanalily Policy of Plan we effin NOS connitment and opecive towards equal treatment and operiturities for all its people, pronoting
the elimination of any type of discinination assessor pending and Combating harasment compises the principles and ulter that in to prevent and in to prevent and in to prevent
behaviour or any other form of attack on the dignity of employees or the people with whom they relate.

INTERGOVERNMENTAL INSTRUMENTS, CONSIDERED AS REFERENCE IN THE VARIOUS INSTRUMENTS OF OUR RESPONSIBLE MANAGEMENT SYSTEM

The principles and commitments that we establish, in our Codes, Policies and other procedures that structure our actions, are based on national and European Community legislation and on the alignment with and respect for internationally recognised principles in intergovernmental instruments.

  • United Nations Sustainable Development Goals
  • · Declaration of the International Labour Orqanization (ILO) on fundamental principles and rights at work and the fundamental conventions established by it
  • -
  • -
  • Treaty on European Union, which emphasizes the values of the Member States, such as pluralism, non-discrimination, tolerance, justice, solidarity and equality between men and women
  • Enterprises
  • International Bill of Human Rights, which encompasses (the Universal Declaration of Human Rights; the International Covenant on Civil and Political Rights and the International Covenant on Economic, Social and Cultural Rights)
  • -
  • European Pact for Gender Equality
  • United Nations Guiding Principles on Business and Human Rights
  • -
  • -

Commitment to Human Rights

As a signatory of the CEO's Guide on Human Rights, NOS recognizes them as fundamental rights and freedoms to which every human being is entitled, without discrimination, as set out in the International Bill of Human Rights and the Declaration of Fundamental Principles and Rights of the International Labour Organization. In 2022, we carried out the process of identifying the current and potential impacts of NOS in this matter, and the additional commitments that must be integrated into our system of principles and policies, whether in the form of a dedicated policy, or by integration into one or more of the existing instruments, an aspect that is still being assessed. It should be noted that the topic of Human Rights is already addressed, albeit from a less in-depth perspective, by the Code of Ethics, in the Sustainability Requirements for Suppliers and Partners, as well as in other Topic Policies, and respective initiatives.

4.2.1. How we manage sustainability

In order to carry out our mission and policy, we have a responsible management model supported by a set of bodies and structures, with their respective responsibilities; and by systems and tools that contribute to monitoring the progress of NOS' sustainability strategy.

The mission and sustainability policy states our commitment to using the transformative power of information and communication technologies to explore new opportunities that contribute to building a better future for everyone. A future that promotes prosperity and creates social, environmental, and economic change, seeks to optimize processes, and improve the capabilities of people and organizations.

Sustainability Mission Connected to a world that connects us all. Using the power of information and communication technologies to develop innovative solutions that contribute to an inclusive society, protect the environment, and promote social and economic transformation.

Sustainability Purpose

We inspire a sustainable future. We believe in the power of technology to respond to the environmental and social challenges we face. We are part of something bigger than ourselves and our ambition is to leave a positive mark on everything we do.

Sustainability Management
1. Bodies, Structures and
responsibilities defined to ensure
ESG management.
2. Sustainability Strategy,
organized in strategic cycles,
aligned with the 2030
Agenda/SDG, addresses main
ESG impacts, risks and
opportunities.
3. Appropriate systems and
tools to identify and monitor the
implementation of the strategy,
and the effectiveness of the
measures adopted to manage
the impacts, risks and ESG
opportunities.

1. BODIES, STRUCTURES AND RESPONSIBILITIES DEFINED TO ENSURE ESG MANAGEMENT

In addition to the NOS bodies and committees, which have their sustainability responsibilities described, and which can be consulted on the Group's website, operational management is provided by the business areas and a set of structures dedicated to ESG, under the supervision of NOS' governing bodies and committees, as illustrated and explained below.

Board of Directors

In defining the Company's strategy and policies, the Board of Directors seeks to ensure the Company's long-term success and to contribute to the overall welfare of the community.

Executive Committee

The Executive Committee is fully committed to the management of sustainability in the company, with the utmost responsibility for approving the Corporate Sustainability Strategy. It is the body that supervises and approves the ESG information included in NOS annual report. Additional information at the Corporate Governance Report section.

Corporate Governance and Sustainability Committee

Its function is to reflect on the adopted corporate governance system, structure, and practices, verify its effectiveness and propose to the competent bodies the measures to be implemented with a view to its improvement. It supports the Board of Directors in carrying out its role of supervising social activity in matters of corporate governance, rules of conduct and social responsibility. For more information consult the Corporate Governance Report section.

Ethics Committee

Its mission is to disclose and monitor, with impartiality and independence, the NOS Group Code of Ethics. More detailed information at the Risk Management section and at the Corporate Governance Report section.

Investor Relations and Sustainability Department

The Investor Relations and Sustainability Department, delegated by the Executive Committee, is responsible for coordinating the respective implementation and day-to-day management of the Corporate Sustainability Strategy with the various departments and business areas which in turn ensure its operational execution. The Investor Relations and Sustainability Department works in close articulation and coordination with the Ethics Committee with regard to all relevant actions for the implementation of the sustainability strategy that intersect with ethics and conduct issues. Likewise, it regularly coordinates with the Integrated Management System (IMS) Coordination Committee, participating in the IMS Forum promoted quarterly by this Committee, but also on a day-to-day basis whenever justified, especially in terms of environmental and Occupational Safety and Health (OSH) areas. Reporting to the Vice President of the Executive Committee and CFO, who quarterly shares with the Executive Committee the results of the corporate strategy scorecard, which includes the ESG targets and commitments (ESG scorecard).

Sustainability Forum

Created in 2021, it meets three to four times a year, with the aim of increasing the dynamics of coordination and the exchange of information and experiences, promoting a cross-cutting approach to the entire company in the pursuit of common strategic objectives and to establish a dynamic of reqular and systematic monitoring and reporting to the Management team on the course of initiatives associated with the execution of the strategy and performance vis-à-vis the associated targets. Coordination is carried out by the Investor Relations and Sustainability Department and involves members of the Executive Committee and Directors and/or representatives of the areas with the greatest impact on ESG strategy and performance, as permanent members. Within this scope it also works as a platform to strengthen the knowledge of the governing bodies about the ESG area.

Diversity & Inclusion Committee

Founded in 2021, the Diversity and Inclusion Committee has the role of implementing, maintaining, supervising, and perfecting the Diversity Policy/Gender Equality Plan and the measures contained therein, as well as suggesting the measures it deems appropriate for developing a diverse and inclusive company culture.

For this purpose, the Committee is sponsored by the Executive Committee and composed of the Coordinator of the Diversity Policy Operational Team and the Director of People and Organisation, and occasionally by representatives of other departments, who act as experts in various areas."

Audit, Risk and Compliance and IMS Forum

The IMS Forum is promoted by the Risk and Compliance area, integrated in the Audit, Risk and Compliance Department. This area has the role of coordinating the Integrated Management System (IMS) Coordination Committee. The Committee is sponsored by the Executive Committee and is composed of Pivots from different Departments/Areas of the Company. The Forum meetings are one of the fundamental pillars for IMS management and aim to promote the sharing of information between the areas of the company most directly involved in quality, environment and OHS, optimising their interaction and promoting participative decision-making processes.

2. SUSTAINABILITY STRATEGY, ORGANIZED IN STRATEGIC CYCLES, ALIGNED WITH THE 2030 AGENDA/SDG, ADDRESSES MAIN ESG IMPACTS, RISKS AND OPPORTUNITIES

Our performance is governed by strategic cycles, in order to ensure adjustment to a highly dynamic market and the focus of our action on what, at any given moment, is most relevant to the business and to our stakeholders. In each strategic priorities are defined that make the sustainability mission tangible. The current strategic cycle corresponds to NOS' third sustainability strategic cycle and is for the first-time coinciding with the Group's global strategic planning cycle in order to allow a convergent action plan and statement of the increasingly strategic character that SDG performance assumes for NOS.

When establishing priorities for action, identified in each new strategic cycle, the structured and systematic approach is based on:

  • In the context and trend analysis that we carry out on an ongoing basis to assess the main impacts, risks, and opportunities relevant to the business. (more information at the section Our Strategy and Risk Management)
  • and the organization; (more information at the Material Sustainability Topics section)
  • effectively respond to their main concerns and expectations, and build solid relationships that drive value creation; (more information at the section Purpose of our approach to stakeholders)

The Sustainability Strategy is aligned with the United Nations Sustainable Development Goals (SDGs), contributing more actively to 11 of the 17 goals, as they are that are most intertwined with our activity and positioning and, therefore, on which we can add more value, and promote the sustainable development of society.

It is organized into four strategic pillars and encompasses clearly defined and ambitious commitments and targets for each of them, facilitating the monitoring and perception of the contribution provided by the respective implementation. Progress in meeting these commitments and targets allows us to systematically mirror our contribution to the SDGs and can be consulted at the Our Strategy section.

PILLARS OF NOS' SUSTAINABILITY STRATEGY

On Behalf of the Planet
Lead unequivocally in combating climate
change and in the circular use of resources,
positively influencing the entire value chain.
For a Digital Future
Promote the digital transformation of
society, through democratic access to
technology and the inclusion of the most
vulnerable audiences
More for Our People
Positioning NOS as the best company to
work for, promoting diversity and inclusion,
and equal opportunities, as well as people's
physical and emotional balance
12
Ethical and Responsible Management
To be an example in the implementation of
best management practices, with a focus
on ethics, governance, risk management
and continuous assessment of the supply
chain

MATERIAL SUSTAINABILITY TOPICS

In the period of preparation for a new strategic cycle, we promote a broad reflection with the purpose of identifying the sustainability topics that are most relevant in the context of our activity. The process considers our business positioning and vision, what are the main sustainability drivers, the main ESG impacts associated with our business, and the topics that are relevant to our stakeholders.

The 2021-2025 Sustainability Strategy was concluded after a reflection that considered the results of the internal and external stakeholders listening process carried out in 2020, but also context factors, such as the challenges imposed by the market, regulation, expectations of analysts, among others, reflected in risks and opportunities.

This exercise allowed us to identify the four quiding axes of our performance, reflected in the strategy, and the most relevant sustainability topics that encompass the vision of the main impacts, risks and opportunities related to ethical, environmental, and human rights issues, which impact the ability to generate value for our business and for our stakeholders. The process carried out includes three stages: (i) Identification; (ii) Scoring; and (iii) Prioritization, as illustrated. It had as a direct output the materiality matrix, also presented below.

1. Identification 2. Scoring 3. Prioritization
- It consisted of consulting
several relevant external and
internal sources that
allowed us to identify an
exhaustive list of 47 topics
organized into 9 areas of
intervention, which are
directly or indirectly linked
to our business and its
environmental, social and
economic impact (risks and
opportunities), as well as
the interests of
stakeholders, and
concomitantly with our
The relevance of the 9
intervention areas, as well
as the 47 topics, was
subject to a scoring process
by representatives of many
of the most relevant interna
and external stakeholder
groups for NOS: (i)
customers (private
segment, companies and
corporate segment); (ii)
employees and
management team; (iii)
partners and suppliers; and
(iv) investors.
- Stakeholder assessments
were consolidated,
considering the importance
of each topic and the
corresponding area of
intervention, and then the
two assessments
(stakeholders and impact)
were organized in a matrix.
- The relevance thresholds
were established taking into
account the positioning in
the quadrants of the
materiality matrix.
ability to generate and
preserve value in the short,
medium or long term.
At the same time, the
potential impact of the
same 47 topics was
evaluated, using the sources
analysed in step 1 and
applying appropriate criteria

for scoring;

Materiality Matrix Y

SIGNIFICANCE OF THE ENVIRONMENTAL, SOCIAL AND ECONOMIC IMPACT OF THE COMPANY

Strategic pillar
(Sustainability strategy)
Material topics* GRI Standards
ON BEHALF OF THE PLANET Energy and climate
Increase energy efficiency. Increased renewable nergy consumption. Reduce greenhouse gas emissions in the value chain
302-1; 302-3; 302-4;
305-1; 305-2; 305-3; 305-5
Waste management and circular economy
Reducing and recovering waste generated at the facility through the reuse, resale or recycling of network and custome equipment, as well 306-4; 306-5
as the offer of products and services that integrate recycled materials.
306-1; 306-2; 306-3;
FOR A DIGITAL FUTURE Network and service coverage and quality
Increase network coverage and quality of service (e.g., connection reliability, data traffic speed)
Network resilience
Ensuring network resilience and response to emergency situations (e.g., operation in storm or fire situations)
Digital inclusion
Promotion of generalized and informed access to digital the general and specific soutions offer for customers with bw economic capacity and
customers with special needs, as well as investing in initiatives to promote literacy and digital skills.
Security & Privacy associated with products and services
Ensuring the protection of personal data and customers and systems against cyberattacks and fraud. Protect customers, and in
particular vulnerable groups (e.g., children and young people), against access to abusive content and illegal activities
418-1
Sustainable Innovation
Promote new technological solution or innovative applich translate into an offer or development projects that respond to social and environmental
challenges (e.g., connectivity solutions that increase enissions, telemedicine for isolated populations, smart cities)
MORE FOR OUR PEOPLE Diversity, inclusion, and equal opportunities
Ensuring equal opportunities, diversity and combating discrimination
405-1; 405-2; 406-1
Evaluation and development
Ensuring career development opportunities and fair and transparent evaluation processes
404-1; 404-3
Work conditions
Ensuring adequate working conditions (e.g., suitability of facilities , working hours, rights and guaratees of a contractual nature and others).
2-7; 2-30; 401-1;
401-3

Strategic pillar
(Sustainability strategy)
Material topics® GRI Standards
Remuneration and benefits 401-2; 405-2
Remuneration and benefits package compatible with the duties performed
Safety, health, and well-being 403-1; 403-2; 403-3;
Promote the safety, heath, and physical and employees (e.g., combating workstress, initiatives that promote a healthy illestyle, motivation . 403-4 -403-5, 403-5
and team spirit)
403-7; 403-9; 403-10
ETHICAL AND RESPONSIBLE
MANAGEMENT
Fair and transparent business relationships 417-2; 417-
Clear, simple, and transparent commercial information and quick resolution of problems related to contracted products and services.
Ethics and conduct 2-23; 2-26; 201-4; 205-2; 205-3;
Pinciples and mechanisms for pronoting an integrated and ministrations in conducting business, such as preventing and combating
corruption or fair competition practices, among several other aspects legally established or corresponding to good practices.
409-1; 415-1; 418-1
Good Corporate Governance Practices 2-9; 2-12; 2-10
Adopt a governance structure in line best corporate governance practices (e.g., rules on the composition, appointment and responsibilities of management
bodies, management remuneration rules, including ESG criteria).
Responsible supply chain management 2-6; 204-1;
Integrate social and environmental criteria in the seppliers e.g. respect for human and labour rights, environmental control, and eco-
efficiency practices), ensuring fair and transparent selection and evaluation processes.
308-1; 407-1; 408-1;
409-1; 414-1
Contribution to local development
Contribute to local development through business and by promoting local socio-economic development project.
Prevention of exposure to electromagnetic fields 2-23; 416-1; 416-2
Ensuring safe levels of exposure to electromagnetic by network facilities and customer equipment (e.g., mobile network antennas, mobile phones)

3. APPROPRIATE SYSTEMS AND TOOLS TO IDENTIFY AND MONITOR THE EFFECTIVENESS OF MEASURES ADOPTED TO MANAGE ESG IMPACTS, RISKS AND OPPORTUNITIES

Of the elements that make up the NOS management system, as well as the tools that allow the Group to manage its main ESG impacts, we highlight the Scorecard and the Integrated Management System, due to their criticality. The first as a progress monitoring tool, and an instrument that facilitates the assessment of results by the Executive Committee. The second because it ensures the implementation of procedures that allow the Group to identify and assess ESG impacts and determine programs and initiatives to manage them.

Scorecard

Following the approval of NOS' sustainability strategy for the 2021-2025 cycle, an ESG Scorecard was defined and approved by the Executive Committee, with structured metrics for each of the strategic axes that make up the sustainability strategy. This tool allows to systematically and regularly record and report to the Executive Committee and Board of Directors, through a selected set of KPls, the evolution of strategy implementation, the associated performance and the milestones reached.

Integrated Management System (IMS)

The continuous improvement of our processes and activities is a relevant element of our organizational culture and the sustainability of our operations. Part of our commitment is to adopt the best market practices. To this end, we make use of a range of management systems certified in accordance with international reference standards based on this philosophy. Our certified management systems cover the following domains:

Integrated Management System:

  • ISO 9001 "Quality Management System",
  • ISO 14001 "Environmental Management System"
  • -

Other Certified Management Systems:

  • -
  • ISO 20000 "Service Management System".

Within the scope of the Integrated Management System, processes are implemented to identify the main impacts, and programs and initiatives to address these impacts. These systems are subject to audits and comply with a cycle of continuous improvement, which promotes the prevention and mitigation of the main negative impacts associated with the business. For more information consult the institutional area of the NOS website.

4.2.2. Risk Management

Risk management is an integral part of NOS' management culture and one of the fundamental pillars of Corporate Governance.

The creation of value for our stakeholders is crucial to the development of our business. NOS has a comprehensive perspective of the main risks to which it is exposed, ensuring careful monitoring and assessment of the enabling factors presented both by the external environment, which allows it to identify effective and proportionate management and mitigation responses that safeguard the business and the interest of its main stakeholders.

Risk management model:

NOS' risk management system is based on the following key elements.

RISK MANAGEMENT MODEL

The risk management system at NOS is based on the following main elements:

THE 5 STAGES OF THE RISK MANAGEMENT PROCESS

The risk management processes are supported by the Enterprise Risk Management (ERM) methodology, a consistent, systematic and based on the best international practices and standards methodology. It follows 5 stages to prepare information for decision-making, which may be applicable, both at the corporate level of NOS Group companies/businesses, or at the level of specific processes/projects: 1. Evaluate ; 2. Explore; 3. Measure; 4. Manage; 5. Monitor.

For more details on the stakeholders, responsibilities and risk management methodologies adopted at NOS, consult the section "C.Ill. Internal control and risk management".

2022 RELEVANT RISKS

The process of identifying and selecting relevant risks for 2022 was based on the NOS Business Risk Model, the risk dictionary in force at NOS, which is broken down into 5 categories, 19 risk subcategories and 82 risks. Of these, 26 risks were considered relevant.

NOS RISK
DICTIONARY
5 Risk Categories 19 Risk Subcategories 82 Risks
26 Relevant risks in 2022

Relevant risks were identified based on 4 criteria: 2022 context risks, intrinsic risks to NOS activities, sustainability risks (ESG) and financial risks.

1. 2022 Context Risks (Top 10)

These are the risks with the highest probability and/or impact (Top 10) for the NOS context, resulting from the 2022 corporate risk assessment exercise, carried out by the NOS Executive Committee. Those identified in the specific risk assessments of the following certifications are also considered to be relevant risk:

    • ISO 27001 "Information Security Management System"
  • ISO 20000 "Service Management System"

2. Intrinsic risks (to NOS' activities)

These are the main risks to which NOS' businesses and activities are intrinsically subject, in addition to those that may already be considered in the Top 10 of context risks.

3. Sustainability Risks (ESG)

These are the risks most directly associated with environmental, social, and corporate qovernance issues; they also consider the most relevant risks identified by NOS in the specific risk assessments of these certifications:

  • ISO 9001 "Quality Management System"
  • -
  • -

4. Financial risks

These are the main financial risks identified by the External Financial Auditor, in accordance with the standard:

ISA 701 "KAM - Key Audit Matters"

The application of these criteria resulted in a total of 26 risks in the categories of Business Environment, Governance, Operational and Financial .

Category Sub-Category Risks
BUSINESS ENVIRONMENT BUSINESS
STRATEGY
GOVERNANCE OPERATIONAL FINANCIAL
Politics and Economy Strategy and Planning Corporate Governance People Processes Partners Financial Performance
Political Environment Business Portfolio Government Practices Leadership Communication and Strategy
Alignment
Partner/Outsourcing Management. Liquidity
Economic Environment Life cycle Social responsibility Skills and Training Digital Transformation Partners/Third Parties Credit and
Collections
FCF EBITDA- CAPEX
Sector and Market P&S Planning and Control Relations with Official Entities Resistance to change Process Efficacy and Agility Business Assurance FCF Working Capital
Sector/Market Attractiveness Performance Monitoring Ethics Internal Communication & Sharing Process Efficiency and Performance Revenues and Cost
Assurance
Financial investments
Mergers and acquisitions Strategic Partnerships Management Fraud Performance & Recognition Compliance Employee/Partner Fraud Financial Assets or Real Estate
Competition Investment Assessment
and Decision
Corruption and Related Offenses Recruiting and Talent Retention Contractual Commitments Customer/Third Party Fraud Accounting and Reporting
Technological Innovation Brand and Reputation Organization Diversity and Inclusion P&S and Customer Satisfaction Security & Privacy Accounting Practices
Consumer Preferences Brand Structure and Organizational Agility Occupational Health and Safety Agile Development of P&S Confidentiality Taxation
Shareholders and Financial
Markets
Reputation Skill Segregation and Delegation Well-being Sustainable P&S Integrity Financial Reporting
Shareholders relations External Communication Tec-Op. Resources P&S Communication Availability / Resilience
Funding and Capital Sponsorship and Patronage Network and Systems Dev.&Op P&S Pricing Privacy
Financial Markets Facilities Dev.&Op P&S Sales and Distribution Cybersecurity
Interest Rate Procurement and Suppliers P&S Performance Catastrophic Losses/
Business Continuity
Exchange Rate Stock and Equipment
Management
Customer Experience Quality Environment
Legislations and
Regulation
Rights and Licenses Management Service Management Quality
(Corporate)
Environmental impacts
Legal Customer Knowledge and
Retention
Climate change
Regulation Customer Credit
and Collections
Subtitle:
Category
Subcategory
Risk
Relevant Risk
Relevant risk 2022 context (Top10)

In the matrix we present the relevant risks organized into 4 clusters that correspond to the aforementioned identification criteria. In each of the clusters, the risks are organized in the order in which they appear in the BRM risk subcategories. Additionally, in the matrix, risks are typified as Economic, Financial or Legal, in line with what is required in the Corporate Governance Report in point "53. ldentification and description of the main types of risks (economic, financial, and legal) to which the company is exposed in the exercise of its activity."

Intrinsic Risks Context Risks (Top 10)
Technological Innovation Economic Environment
Digital Transformation
0
Competition
Revenues and Costs Assurance Legal
Customer/Third Party Fraud Regulation
Recruitment and Retention of Talent
P&S performance
Availability/Resilience
Privacy
Cybersecurity
Business Continuity / Catastrophic Losses
Social Responsibility Interest rate
Corruption and Related Offenses
Credit and Collections
Occupational Health and Safety
0
Liquidity
Sustainable P&S Taxation
P&S Communication
0
Customer Experience Quality
Environmental Impacts
0
Climate Changes
Sustainability Risks Financial Risks

In the following tables we identify and summarize the relevant risks and the respective response actions to manage them. We also identified the opportunities associated with risk-enhancing factors, combining the protection of the business aqainst risks with the maximization of value for stakeholders.

CONTEXT RISKS (TOP 10)

Risks Actions Opportunities Impact on NOS Strategy
Economic Environment Widespread rise in inflation that impacts the cost structure.
As a result of the conflict in Ukraine, shortages and rising costs of
various raw materials, in particular rising energy costs.
Renegotiation of relevant supply contracts to optimize the structure of operating costs.
Monitoring of material prices to better assess the timing of purchases.
Implementation of measures to reduce energy consumption and cost in the network, offices,
and cinemas.
Control and/or setting of the energy acquisition price.
Additional information in the section "Context and Trends that Influence and Challenge us".
- Reduction of energy
consumption.
- Reduction of the carbon
footprint.
- Value Creation
Competition - Increase of the competitive intensity of the market, potential
reduction of market share and/or loss of customers, potential
difficulty in attracting and retaining customers.
- Strategy of constant improvement of quality, differentiation and innovation of products and
services, protection, and diversification of the offer, crossing offers between NOS businesses.
Strengthening of the new business portfolio (e.g., NOS Insurance, NOS Alarms).
Consolidation of the offer to protect specific segments (e.g., WOO brand for adult and low-price
digital segments).
Additional information in the section "Context and Trends that Influence and Challenge us".
Eventual new opportunities to
expand the business portfolio.
Leading in 5G
Competitive Offer
Close Relation
- Value Creation
Legal
Regulation
Changes in national or European legislation or regulations may
have an impact on the company's operations (e.g., the new CECE
and the updated LCE (Electronic Communications Law) with
impacts on customer loyalty periods in certain situations,
applicability of the Net Neutrality Regulation to zero rating
offers).
Supervision and possible proceedings and fines from sector-
specific regulators, ANACOM for the electronic communications
business, and the Portuguese Regulatory Authority for the Media
(ERC) for television services activities and provision of audiovisual
content.
Supervision and possible proceedings and fines of transversal
regulators, such as the Competition Authority (AdC), the National
Data Protection Commission (CNPD) and the National
Cybersecurity Centre (CNCS).
Projects and initiatives to address and ensure compliance with changes in legislation and
regulations that impact NOS, involving the corporate, business, and technological areas
necessary for their implementation.
Existence of the NOS Compliance Officer
Additional information in the section "Regulatory Framework".
ldentification of possible
opportunities for the
competitive position of NOS
companies in the business
sectors in which they operate,
as a result of the analysis of
threats and opportunities
associated with changes in
legislation and regulations and
the adaptation of international
sectoral trends (via benchmark)
Leading in 5G
Digital Emancipation
Competitive Offer
Close Relation
Value Creation
- Focus on People
Talent Recruitment and
Retention
- Ineffective recruitment, talent management, or resource
retention policies or practices.
Shortage of technological/digital profiles, due to the globalization
of the labour market and the greater demand for this type of
profiles by companies.
Improvements in recruitment processes, including the strengthening of the "Talent Acquisition"
team and improvements in online recruitment platforms.
NOS Alfa programs (e.g. Alfa Biz, Alfa Tech) for the selection and recruitment of highly talented
recent graduates, including approaches to universities in technological areas.
Leadership NOS program with the aim of boosting the development of the different levels of
leadership at NOS, creating the conditions to accelerate the transformation of the organization
(with the motto "Whoever does it, takes the team along").
Hybrid work model for most employees, including flexibility mechanisms.
Additional information in the sections "Connected to our people and to the challenges of the
future" to "Talent Management".
Increase of NOS' attractiveness
as an employer.
Increased employee
-
satisfaction.
Decreased costs of replacing
key resources that have a high
degree of knowledge or
specialization.
- Focus on People

NŽŠŠ

Risks Actions Opportunities Impact on NOS Strategy
Products & Services
Performance
Products & Services potentially subject to nonconformities,
failures or performance and reliability problems, which may not
meet customer expectations or result in complaints.
Possibility of communication services with lower quality than
desired (e.g., network coverage and quality, service
execution/delivery speed, unsuitable equipment).
Application of analytical models that proactively identify causes for service degradation,
accelerate the process of detecting and resolving malfunctions and recommending to customers
the best actions to resolve them.
Strengthening the capacity of mobile and fixed networks, to respond to changes in standards
and the increased needs of residential and corporate customers in the growing context of
remote work and digitalisation.
Introduction of new equipment that allows for better quality of service (e.g. new TV boxes;
smart Wi-Fi).
Existence of civil liability and professional civil liability insurance, applicable to customer
complaints related to physical damage caused by NOS or service failures with breach of contract
with proven impacts on the customer.
Additional information in the sections "Leading in Next Generation Networks" and "A resilient
and available system".
Increased customer
satisfaction.
Proactivity in identifying
service problems and
preventive resolution.
Decrease in customer
management/support
operating costs.
Leading in 5G
Digital Emancipation
Competitive Offer
-
Close Relation
Availability / Resilience
Business
Continuity/Catastrophic
Losses
Possibility that information or technological resources may
become unavailable or lack the necessary resilience capabilities to
withstand an incident and to continue to provide the company's
information and services.
Possibility of the company not being able to maintain business
continuity, including critical activities or the provision of priority
products and services, as a result of a catastrophic event caused
by a natural disaster or a critical technical-operational
interruption/rupture (e.g., systems, network platforms, physical
infrastructure, other assets), human resources (e.g., pandemics),
financial resources or other key resources.
Business Continuity Management (BCM) program that covers facilities, network infrastructures,
business activities and the most critical functions that support the communications services. For
these areas, the company develops and maintains plans/actions to improve the availability and
resilience of services and incident/crisis management plans/procedures.
Maintenance of part of the specific contingency initiatives for the COVID-19 Pandemic, still
relevant in early 2022, in order to ensure critical activities and the protection of the
respective employees and partners. The measures for the protection of most employees and
partners were also addressed within the scope of the Occupational Health and Safety risk.
Additional information in the sections "Security and "A resilient and available
system".
Increase in the company's
response capacity to prevent
incidents from becoming more
serious crises, ensuring
continuity of activities and
critical services for the
community.
Strengthening the protection of
the company's reputation and
image.
- Digital Emancipation
- Privacy - Possible non-compliance with rules on personal data protection. Program of initiatives aimed at implementing processes for the Protection of Personal Data, as
well as continuously monitoring and improving compliance with the General Data Protection
Requlation (GDPR) and other requlations with an impact on privacy.
Existence of Privacy Policies and Rules periodically updated and disclosure via training.
Existence of the NOS Data Protection Officer ("DPO" or "Data Protection Officer").
Additional information in the "Security and Privacy" section".
Increased trust on the part of
customers and employees
about the protection of their
personal data.
- Digital Emancipation
- Cybersecurity - Critical resources (systems, network platforms, infrastructure,
other assets) potentially exposed to security vulnerabilities that
make them subject to attacks, intrusions, alterations, destruction
or other threats, from internal or external sources (e.g.
ransomware, malware, phishing)
Widespread increase in cyber-attacks with a significant impact at
national and international level, with the aim of compromising the
information security of individuals and companies and causing
interruptions in essential services for the community.
Set of initiatives to improve operational procedures, continuous monitoring and technical
measures for cybersecurity protection and contingency
Existence of Information Security Policies and Rules periodically updated and disclosure via
training.
Increased training of the Cybersecurity team, with the strengthening of cyberstrategy,
cyberarchitecture, Cyberintelligence and cyberdefense skills (including the strengthening of SOC
- Security Operations Centre operation).
Appointment of the CISO - Chief Information Security Officer NOS.
Additional information in the "Security and Privacy" section".
Increased confidence by
customers and the community
about the company's ability to
defend against cyber-attacks,
protecting information and
ensuring critical services.
Expansion of the offer of
cybersecurity services for B2B
customers.
Digital Emancipation

INTRINSIC RISKS

Risks Actions Opportunities Impact on NOS Strategy
- Technological Innovation Possibility of the company not being able to adequately take
advantage of, keep up with investment or monetize technological
advances to achieve or maintain a competitive advantage (e.g. 5G
deployment, 5G use cases, cloud services, managed services)
Several initiatives to promote the application of 5G use cases, highlighting the existence of
the 5G Fund sponsored by NOS and the launch of the new NOS Hub 5G.
Strengthening the portfolio of services for B2B customers (e.g. cloud, managed services,
cybersecurity)
Additional information in the section "Leading a world of new possibilities with 5G" and
following.
Communications market leadership
through leading in 5G network and
experience, challenging and
supporting the community to
evolve with 5G.
Expansion of the portfolio of low-
carbon services, especially for B2B
customers, taking advantage of
technological innovations resulting
from the use of electronic
communications in conjunction
with IoT and Cloud-based
solutions.
Leading in 5G
-
Digital Emancipation
- Competitive Offer
Digital Transformation Changes in consumer profile (from physical to virtual).
Possible inability of the company to guarantee the digital
transformation of traditional business processes.
- Intensive and massive data processing (e.g., Big Data, Advanced Analytics), supported by
new technologies (e.g. Cloud, Data Lake, Machine Learning, Al, RPA), have enabled the
automation of processes and the application of analytical models that allow for a deeper
understanding of changes in consumer profiles.
Digitization of various business processes with an impact on the customer: functional
improvements in the NOS Apps, increasing promotion of electronic invoice adherence,
robotization of internal customer management processes, digitization of processes in NOS
stores.
Additional information in the "Customer and Digital Centric Excellence" section".
Optimization and simplification of
internal and customer processes.
Increased customer satisfaction.
Creation of more personalized and
tailored customer journeys.
Expansion of the low carbon
services portfolio, taking
advantage of the growing digital
transformation needs of B2B
customers supported by new
technologies.
- Digital Emancipation
Revenue and Costs
Assurance
- Inherent operational risks regarding the assurance and monitoring
of customer revenues and costs, from a revenue stream and
platform integrity perspective.
Dedicated Revenue Management and Control team (Revenue Assurance) that applies
revenue integrity control processes (under-or over-billing) and cost control.
Billing processes with execution of revenue controls, with regard to the quality of billing.
Reduction of revenue losses or
service costs.
Improved customer satisfaction for
the quality and completeness of
the service invoices they receive.
- Competitive Offer
- Value Creation
Customer/Third Party
Fraud
- Fraudulent customers or third parties can take advantage of
potential vulnerabilities in business processes, network, or
communications services.
- Teams dedicated to fraud control, including subscription fraud, consumption fraud and
content fraud.
– Monitoring processes and fraud controls in order to avoid anomalous situations of
fraudulent consumption or misuse of services (e.g., illegal provision of TV channel content,
phishing actions via SMS directed at NOS customers),
Additional information in the section "Fighting content fraud"
Decreased adverse impacts on
customer satisfaction and possible
service disruptions.
Reduction of service revenue
osses.
Competitive Offer
Value Creation

SUSTAINABILITY RISKS (ESG)

Risks Actions Opportunities Impact on NOS Strategy
Social Responsibility Eventual failures of commitment to social responsibility
principles.
- Respect for the principles of Human Rights.
Existence of a NOS Sustainability Policy.
Social responsibility program, focused on the development of digital skills, aimed at the most
vulnerable segments of the population.
Additional information in the sections "At the service of an increasingly evolved and digitized society"
and "Products and Services with Environmental and Social Benefits".
Socially and ethically
responsible policies for the
community, benefiting the
image, reputation and
sustainability of the business.
- Focus on People
Corruption and Related
Offenses
Eventual failures in the mechanisms required for preventing
and combating corruption and related offenses and for
protecting whistle-blowers.
Rules of conduct set out in the NOS Code of Ethics.
Training for Employees and Suppliers; Compliance monitoring through reporting channels
Existence of the NOS Code of Conduct on the Prevention of Corruption and Related Offenses.
Publication of the new NOS Risk Prevention Plan for Corruption and Related Offenses.
Update of the NOS Irregularity Regulation ("whistleblowing"), reporting channels and
whistle-blower protection mechanisms.
Existence of the Compliance Officer at NOS.
Additional information in the "Ethics and Conduct" section.
- Socially
and ethically
responsible policies for the
community, benefiting the
reputation
image,
and
sustainability of the business.
Focus on People
Occupational Health and
Safety
COVID-19 pandemic, still relevant in early 2022.
Other situations that could compromise people's health or
physical safety.
Operation of the COVID-19 Crisis Office until the end of the pandemic crisis.
- Initiatives and structured contingency plans to guarantee the protection of people in the workplace,
while the legal obligations determined by the Government are in force or as long as the risk level
justifies it.
Continuation of the reinforcement on Personal Protective Equipment (PPE) for employees for
ergonomic, physical, mechanical, and electrical risks.
Annual survey to workers on Occupational Safety and Health.
Additional information in the "Safety, health and well-being" section.
Implementation of a hybrid
work model (in-office and
remote days).
Improving the well-being and
work-life balance of
employees.
Increased levels of protection
for the health and physical
safety of employees.
- Focus on People
Sustainable Products &
Services
- Possible failures to adopt practices that promote the
existence of Products & Services perceived as sustainable.
Provision of increasingly efficient Products & Services from anenvironmental and social point of view.
Additional information in the section "Products and Services with Environmental and Social Benefits".
Positive impacts for society,
increased accessibility by the
population, reducing info-
exclusion and enhancing
diversity.
Competitive Offer
Focus on People

Risks Actions Opportunities Impact on NOS Strategy
P&S communication - Occasional failures to adopt responsible communication (e.g.
clarity of information, transparency, etc.) about the
characteristics, contractual conditions and tariffs of the
Products & Services.
Ensure compliance with agreed conditions and applicable legal and regulatory requirements.
-
Adherence by NOS to the Code of Conduct of the Advertising Self-Regulation Association.
Additional information in the section "Fair and transparent relationship with customers".
- Improvement in customer
acquisition and retention.
- Competitive Offer
- Focus on People
Customer Experience
Quality
Possibility of customer interaction processes (customer
journeys) not meeting or consistently exceeding their
expectations.
Recurrent monitoring and evaluation processes with indicators on the degree of customer satisfaction.
Introduction of new analytical models that have been making possible to improve knowledge of
customer needs at touchpoints with NOS (e.g. telephone service, technical support, telephone sales)
and trigger improvements in these interactions.
- Initiatives to increase customer focus (customer centric) in various processes (e.g., sales, service,
technical support, customer service and similar).
ISO9001 (Quality Management) certification, in which an external entity audits and certifies that NOS
consistently provides customers with processes and services that comply with quality standards.
Additional information in the "Customer and Digital Centric Excellence" section.
Improvement of the customer
experience in the different
physical and digital
touchpoints (e.g. contact
centres, stores, customer
home, websites, Apps).
Digital Emancipation
Competitive Offer
- Close Relationship
- Environmental impacts - Possibility that the company's activities may cause harmful
environmental impacts associated with the consumption of
resources (energy, water, paper, etc.), the production of
waste (electronic equipment, batteries, etc.) or the emission
of greenhouse gases.
Program to improve energy efficiency in NOS operations, in communications infrastructure (e.g.
features for intelligent management of network equipment) in data centres (e.g. free cooling
solutions, cold curtains).
ln-store customer process digitization program (e.g. paperless, digital labels, queue management
system with digital passwords).
Operations for the collection, refurbishing and reuse of equipment used by fixed service residential
customers (TV boxes, routers and hubs) and sale of reused smartphones.
Existence of a Power Purchase Agreement between NOS and EDP for the purchase of renewable
energy, a long-term agreement that presupposes the construction of a new wind farm and the supply
of green electricity for NOS operations.
Additional information in the section "We Generate Value for the Environment and for a More
Sustainable Society".
- Improved energy efficiency by
reducing energy consumption.
Reduction of consumables.
Recycling materials and
equipment.
- Reduction of carbon footprint.
Reduction of operating costs.
Digital Emancipation
Competitive Offer
Focus on People
- Climate changes - Possibility of the company not incorporating environmental
sustainability and climate change as relevant factors for its
long-term strategies.
Eventual flaws in the way the company addresses the
resilience of its critical services (e.g., communications
networks) in the locations where it has operations that may
be affected by climate change or extreme weather conditions
(e.g., fires, hurricanes, other adverse weather phenomena).
NOS' subscription to various global initiatives to reduce carbon emissions and promote sustainable
development (e.g., United Nations Global Compact, European Green Digital with
Purpose).
External assessments and ratings on ESG practices (e.g., CDP, S&P Global Corporate Sustainability
Assessment, Sustainalytics, Moody's ESG Solutions, MSCI ESG ratings).
Participation in "CDP Climate Change", which includes an annual exercise to identify and characterize
risks and opportunities related to climate change.
Inclusion in the NOS Business Continuity Management program of emergency situations caused by
natural catastrophes (e.g., storms, floods, and fires), including actions such as assessing various
network resilience scenarios for critical services, implementing specific maintenance plans for
technical sites classified as "high risk", adopting alternative radio relay solutions to protect the most
vulnerable communications, permanent monitoring of IPMA alerts.
Additional information in the section "We Generate Value for the Environment and for a More
Sustainable Society".
Differentiating ESG
performance and with long-
term commitments made to
the community.
Encouragement received from
investors and the financial
community to align with good
international benchmark
practices in ESG domains.
Strengthening network
resilience to extreme weather
events
Digital Emancipation
Focus on People

N®"""

FINANCIAL RISKS

Risks Actions34 Opportunities Impact on NOS Strategy
Interest Rate
Liquidity
As a result of the economic environment and the rise in
interest rates, uncertainty in the financial markets with the
probability of increased costs in accessing finance and debt
costs exposed to high volatility in future periods.
Eventual breaks in expected cash flows or variations in timing.
Possible inability to meet financial or operational obligations
in a timely manner.
Possible need to take out new loans.
Robust capital structure and liquidity position of NOS which was previously strengthened with
refinancing operations with more stable market conditions.
Extension of NOS debt cost risk coverage.
Issuance of sustainable
financing lines, indexed to
Sustainability performance
(NOS was the first sustainable
financing operator).
- Value Creation
Credit and Collections Reduction of receipts from customers due to any ineffective
or deficient functioning of the collection rule.
Changes in legislation that regulate the provision of essential
services and that have an impact on the recovery of customer
debts.
Specific teams for Credit Control, Collections and Litigation Management.
Defining a monthly plan of collection actions, monitoring, and evaluating results.
Whenever justified, the rule and the timing of actions can be adjusted in order to guarantee the receipt
of debts from customers.
Credit insurance for certain business segments.
Sale of invoice insurance to
customers (protection of
payment of communications
invoices).
Digital Emancipation
- Close Relation
Value Creation
Taxation Evolution of tax legislation.
Possible interpretations of the application of tax and parafiscal
regulations in different ways.
Specific Taxation teams for monitoring and complying with tax regulations.
Support by external consultancy whenever the issues under analysis may be more critical.
Maximizing tax efficiency,
including maximizing tax
incentives.
- Value Creation

* Additionalitier in be areast of the Pike Margent Pelicis (secon, pricities on the floration on the formation on the instals may none in the instals reservative servanged an

4.2.3. Ethics and Conduct

The firm commitment to act ethically and responsibly with our employees, customers, suppliers, and business partners requires the daily alignment of everyone.

Professionalism, integrity, transparence are the fundamental ethical and responsible business principles at NOS. They are the ones that structure our performance in the market, in the various activities we conduct associated with the business and quide our conduct in the relationships we establish with our stakeholders. They are also a commitment of our employees, in the relationship they establish with each other and with the company.

OUR ETHICS ORGANIZATIONAL CULTURE

In order to establish ethics as a structuring pillar of our organizational culture, the values and principles of NOS are reflected in many of the company's processes which, as a whole, reflect the way in which we introduce environmental and social responsibility into our management, as explained in more detail in the Responsible Management section.

The management of our ethical commitment uses a document structure, made up of different tools, monitoring mechanisms and stakeholder engagement, as explained below.

1. Tools that structure our
commitment to ethics
2. Monitoring compliance
with
our values and principles
3. Engagement of stakeholders to
promote alignment with our values
and principles
- Code of Ethics
- Code of Ethics - short-version for
Suppliers and Partners
- Code of Conduct for the Prevention
of Corruption and Related Offenses
- Risk Prevention Plan for Corruption
and Related Offences
- Guide to a Responsible Online
Presence
- Guide to a Responsible Online
Presence - version for Suppliers and
Partners
- Code of Conduct for Preventing and
Combating Harassment at Work
- Gender Equality Plan
- Alleged irregularities
channel
- Clarification requests
channel
Annual communication and
training plan for employees,
suppliers, and partners

1. TOOLS THAT STRUCTURE OUR COMMITMENT TO ETHICS

In 2022, we reinforced and updated the tools associated with ethics management, notably the new Code of Conduct for the Prevention of Corruption and Related Offences and the creation of the respective Risk Prevention Plan for Corruption and Related Offences.

Code of ethics

  • Published in its first version in 2015, it underwent a first revision in 2020 and was revised more recently in 2022 to ensure alignment with the legislation on Prevention of Corruption and Related Offences.
  • Its fundamental objective is to share a set of principles and rules that should qovern the internal and external relations of NOS Group companies with their stakeholders.
  • as, with the necessary adaptations, by all those who represent or provide services to the NOS Group.

1 INTEGRATED Management REPORT

Code of Ethics - short-version for Suppliers and Partners

  • It aims to promote understanding and adoption of the principles and rules described in the Code of Ethics by Suppliers and Partners.
  • Since 2016, the practice has been adopted of providing these agents with a short-version version of the Code of Ethics for these stakeholders, who must ensure its strict compliance.
Code of Ethics
Topics covered by the Code of Ethics
-Meritocracy - Diversity and equal opportunities
- Team Spirit - Non-discrimination
- Legal and regulatory compliance - Combating moral and sexual harassment
- Appropriate use of resources and information -Accounting transparency
- How to avoid corruption or other related offenses - Employee and customer privacy
- How to avoid conflict of interest - Customer data privacy
- Fair Competition - Honesty, cordiality, and other aspects related to
civic conduct
- Respect for human and labour rights - Environmentally and socially sustainable conduct

Code of Conduct for the Prevention of Corruption and Related Offenses

  • Created and released in its first version in 2022 (1st quarter).
  • action, transversal to all NOS activities in matters of Corruption and Related Offences.
  • It must be read in conjunction with the other rules or policies in force at the Company, in particular the Code of Ethics and the Regulation for Reporting Irregularities (Whistleblowing).
  • It incorporates the rules for accepting and offering benefits, which were previously provided for in the Regulation for the improper acceptance and offering of benefits.
  • of this Code and compliance programs arising therefrom.
  • with the respective adaptations, to all those who represent NOS as our Partners and to any person or entity that provides services, on a permanent or temporary basis, to NOS.

Risk Prevention Plan for Corruption and Related Offences

  • Created and released in its first version in 2022 (2nd quarter).
  • · policies in force at NOS, in particular the NOS Code of Conduct for the Prevention of Corruption and Related Offences.
  • It allows NOS to: recognize potential risks of corruption and related offenses and the respective causes; establish preventive and corrective measures to reduce the probability of occurrence and impact of risks of corruption and related offenses; define mechanisms for monitoring and assessing the effectiveness of the execution of the Plan; create an environment that discourages any corrupt practices and related offenses at NOS.

Guide to a Responsible Online Presence - version for Suppliers and Partners

  • existing version for Employees.
  • Establishes the set of quidelines on the performance of Partners and Suppliers.
  • when there is involvement of the NOS brand.

2. MONITORING COMPLIANCE WITH OUR VALUES AND PRINCIPLES: ALLEGED IRREGULARITIES AND CLARIFICATION REQUESTS CHANNELS

Requests for clarification or expression of concerns related to compliance with the Code of Ethics and/or Code of Conduct for the Prevention of Corruption and Related Offences, originated by Employees, Partners, Suppliers, Customers or third parties, are addressed through the channels created for this purpose, available on the NOS website and on the intranet.

The information received through these channels is confidential and restricted and situations reported anonymously are addressed, guaranteeing anonymity in order to guarantee confidence in the process.

The communications received are handled by the Internal Audit, and subsequently forwarded to the Ethics Committee or Statutory Independent Audit Board, according to the nature of the situation (ethics or corruption in particular.

Channel activity indicators

Activity indicators are compiled annually for alleged irregularities/requests for clarification channels, which are internally disclosed to employees. In 2022 these indicators revealed that during the year:

  • = 13 clarification requests were received in the mailbox [email protected]
  • = 13 alleged irreqularities were reported through the email [email protected], of which 3 were consequential after investigation, resulting in a warning/reprimand.

3. ENGAGEMENT OF STAKEHOLDERS TO PROMOTE ALIGNMENT WITH OUR VALUES AND PRINCIPLES

NOS defines and implements annual action plans for ethics, which involve training and communication actions on this topic. The reqular implementation of these initiatives helps to ensure that we share the necessary information so that employees and other stakeholders are aware of the principles and rules of conduct and know how to act in case they detect a potential irregularity or need additional information or clarification of a doubt.

In this sense, NOS defines and implements annual action plans for ethics. The training and communication actions are aimed at employees, partners and suppliers, and aim to promote knowledge and understanding of the Policies and Codes available in matters of ethics and conduct, obtaining greater clarity and alignment on behaviours that may be considered less ethical.

Know and understand the available Policies and Codes in terms of ethics and conduct, obtaining greater clarity and alignment on behaviours that may be considered less ethical

92% Employee satisfaction with NOS' ethical conduct (2022 Climate Study)

E-learning on ethics

The training plan for Employees provides for mandatory e-learning on the Code of Ethics, which is an integral part of the welcoming process of new Employees. Within the scope of this training, the employee signs an individual statement of commitment to comply with the Code.

In order to ensure the interest and motivation of the trainees and thus increase the content apprehension rate, the e-learning "Ethics at NOS" has a configuration as practical and dynamic as these topics allow, using fictional but concrete examples and gamification techniques. At the end of 2022, 98% of NOS Employees had completed this e-learning course.

Main goals of the e-learning on ethics:

  • Know the NOS Code of Ethics and the policies related to certain ethical topics;
  • Know the Group's ethical principles and rules;
  • Realize each person's role and responsibilities in complying with these principles and rules on a daily basis;
  • " Understand the impacts that each person's behaviour assumes for NOS;
  • Know which channels are available to report an alleged irreqularity or clarify doubts and concerns;
  • Get information and understand how to use the alleged irregularities channel.

Let's talk about ethics

The "Let's talk about ethics" consists of open sessions for sharing knowledge on the subject of business ethics, aimed at Employees, with the participation of the Ethics Committee. The sessions aim to reinforce the importance of ethical issues for the Group, clarify the role of the Committee in the company, generate trust in existing processes and clarify existing doubts on the topic, in a model of direct interaction and co-creation with participants to the extent in which, they are given the possibility to put in advance and anonymously, the questions they would like to see addressed and answered in the session. This dynamic demonstrates the Ethics Committee's total openness and transparency in resolving the ethical dilemmas presented and has proved to be a success. Those who participate highlight the contribution to increasing confidence in the Orqanization provided by the proximity to the Ethics Committee and recognize the importance of ethics for the reputation of the Organization. In the 2022 edition, the session, conducted in a virtual format to respond to the new remote work context, was attended by more than 200 employees. The session discussed the increasingly relevant and pressing topic of the relationship between ethics and the promotion of mental health and well-beinq of employees, with the presence of an external guest, specialized in the topic.

# Participants Overall session rating Relevance*
~ 200 4.5 4,8

* Average value of the session, calculated on a scale of 1 (very bad | totally irrelevant) to 5 (very good | totally relevant.

Actions for Suppliers and Partners

The employees of each Partner or Supplier who act on behalf of NOS are obliged to follow the principles and rules of the Code of Ethics with the adaptations described in the short version for Suppliers and Partners and the Code of Conduct for the Prevention of Corruption and Related Offences. Whenever faced with alleged violations of the aforementioned Code, and within the scope of the contractual relationship with NOS, the Partner or Supplier must report them through the channels available for this purpose.

Employees of Suppliers and Partners who provide services in organizational units identified as having activities more exposed to ethical risks also participated, in 2022, in ethics training sessions whose format was defined by the unit itself. By the end of the year, more than 10 100 active base Partner's employees had completed this training.

4.2.4. Security & Privacy

The security and privacy of all people who have a relationship with NOS is a critical topic, and one that we continue to prioritize. The management we do ensures our customers, employees, suppliers, partners, among other stakeholders, that they have the necessary and adequate conditions for the safe use of our services.

SECURITY AND PRIVACY (S&P) GOVERNANCE MODEL

NOS' Security and Privacy (S&P) governance model adequately addresses the growing exposure to security, privacy and continuity risks and the legal and regulatory framework risks, which have increased considerably over the last few years.

Supported by three lines of defence, a reference practice in Governance, Risk & Compliance (GRC), the NOS Security and Privacy governance model aims at an effective and segregated distribution of responsibilities, highlighting the role of the various stakeholders and the type of relationship in Risk Governance.

Transversely to the aforementioned lines of defence, the NOS Executive Committee represents the management's commitment to S&P, approves the S&P Governance Model and the S&P strategy and planning, having the utmost responsibility for S&P topics in the organization.

1ST LINE

1ST LINE OF DEFENCE

The 1st line of defence in managing S&P risks are the various areas of the organization (Corporate, Business and Technological areas) that are directly responsible for ensuring the S&P of the assets they own (processes, systems, products, services), operationalizing the defined S&P strategy and managing S&P risks, in order to ensure compliance with internal requirements of the organization.

2ND LINE OF DEFENCE

In S&P's 2nd line of defence, the following functions stand out:

The S&P Central Function within the Audit, Risk and Compliance department (reporting to the Executive Committee member responsible for the Compliance areas). This team's key role is to (i) develop a strategic plan, guidelines and support the areas in the management of S&P and associated risks and (ii) develop methodologies and tools to support the organization's S&P management.

The Chief Information Security Officer (CISO), under the Quality and Transversal Projects Department, which has responsibilities of a transversal nature in the technological areas (reporting to the CTO), has a Cybersecurity Team that is responsible for the security of the NOS technological cluster, in conjunction with the other S&P Functions in the technological areas.

The Data Protection Officer (DPO) (reporting to the CFO) is a pillar of the Organization's compliance with the laws and rules applicable to the protection of personal data and privacy.

The Legal Department (reporting to the Executive Committee member responsible for the areas of Compliance) who provides advice to the various elements responsible for S&P topics.

The various S&P Functions of the Areas that represent the extension of the Central S&P Function, being responsible for coordinating the correct management of S&P risks in the respective areas.

3RD I INF OF DFFFNCF

In the 3rd line of defence of the Security and Privacy governance model, Internal Audit stands out, an independent figure in risk management. The latter reports hierarchically to the Executive Committee and reports functionally to the Audit and Finance Committee and the Statutory Independent Audit Board. The key role of Internal Audit in the S&P Government is to provide assurance on the reliability of the S&P Management risks and processes in the organization.

SECURITY & PRIVACY POLICIES

The Information Security Policy (ISP) is the guideline that determines the S&P posture of our organization as a whole. It comprises the General Information Security Policy and all the company's S&P documents, organized in a hierarchical structure.

  • General Information Security Policy, constituting a corporate Policy, applicable to corporate functions and electronic communications (focus), cinemas, audiovisual and advertising businesses;
  • Specific Policies, Standards, Rules, and Guidelines on certain sub-domains of ISP, whose development responsibility lies predominantly with the S&P Central Function;
  • and controlled by the (Corporate, Business and Technological) areas, through the respective S&P Functions/Pivots.

INFORMATION SECURITY POLICY (ISP)

MAIN SECURITY & PRIVACY DOCUMENTS AVAILABLE AND COMMUNICATED TO INTERNAL EMPLOYEES, PARTNERS, AND CUSTOMERS

Security & Privacy Documents Objective
General Information Security
Policy
Identify the Information Security principles that must be followed by NOS
employees and service providers, as well as defining ISP's security levels,
domains, subdomains, and the respective control objectives.
Statement of Commitment on
Privacy and Personal Data
Protection
Explain NOS' commitment to the rules of privacy, security, and data
protection, ensuring that everyone who processes personal data within the
scope of the relationship they establish with NOS subscribes and acts in
accordance with the principles underlie it.
Customer Privacy Policy Communicate the main guidelines on the protection of Customer's privacy
and personal data.
Employee Privacy Policy Communicate the main guidelines on the protection of Employees' privacy
and personal data.
Manual of Security Rules for User Communicate the main rules to be complied with by Internal Employees and
Employees of NOS Partners, on the following topics: (i) Security Organization,
Roles and Responsibility; (ii) Human Resources Security (includes internal
employees and partners); (iii) Systems and Facilities Security (includes logical
and physical access management); (iv) Secure Use of ICT Resources; (v)
Information Classification and Management; (vi) Security Incident
Management; (vii) Business Continuity Management; (viii) Confidentiality of
Information and Privacy of Personal Data.
Security and Privacy Quick Guide Remember the fundamental technical security measures in the use of
information and equipment and organizational privacy measures in the
processing of Personal Data.

SECURITY & PRIVACY PROCESSES

The Security & Privacy (S&P) programs and processes that we develop and maintain translate into practice the principles recommended in our policies, allowing us to manage risks related to availability,

inteqrity, confidentiality, privacy, and cybersecurity, which are associated with information/data, to processes/assets or products/services.

NOS companies, areas and employees are responsible for ensuring the operation and monitoring of security, privacy and business continuity controls whose implementation is assigned to them. The NOS Security & Privacy Central team is responsible for defining the S&P processes and promoting their implementation in the organization.

Planning and Strategy (including S&P Steering
Committees)
S&P objects (inventory and risk assessment of
assets, activities and products or services)
Policies and body of legislation Record of processing activities (RPAs)
Training and Awareness Privacy Impact Assessments (PIAs)
Control and monitoring (including risk
assessments, control of S&P initiatives, KRIs)
Subcontractors
Security & Privacy by Design Business continuity and crisis management
(BCM)
Compliance support (including changes to S&P
legislation and/or requlation, area support)
S&P Incidents
S&P Certifications

Security & Privacy Processes

INFORMATION SECURITY MANAGEMENT

The NOS Information Security Management (ISM) program aims to implement processes to protect information and its supporting assets on the three fundamental pillars (availability, integrity, and confidentiality). Information protection must comply with both internal information policies and external laws and requlations. The service requirements documented in the agreed service levels, contracts or operational agreements with customers must also be considered.

8 Main Information Security Areas

  1. Organization & Management of Security Risks

  2. Human Resources Security

  3. Security and Operations of Systems & Facilities

  4. Information & Communication Management

  5. Incident Management

  6. Business Continuity Management

  7. Monitoring & Auditing

8.Privacy & Personal Data

Regarding security management processes, we highlight some points:

NOS is certified by the ISO 27001 Information Security Management System standard, covering: business processes related to installation, activation, account management and service requests, billing, and collection of communications customers, in the Consumer (B2C) and Business (B2B) market segments; and also, the security processes related to NOS' Data Centre services. The maintenance of this certification is subject to annual Internal Audits and External Audits;

The information security management system, namely the requirements required by the ISO 27001 standard, are mapped in the NOS Internal Control Manual is subject to periodic compliance self-assessment actions (Control Self-Assessments) by the areas responsible for controls, in collaboration with the S&P Central team. For internal control procedures considered non-compliant, corrective actions are defined;

With regard to the management of security risks, we also use risk sharing and transfer strategies, so it is important to mention that NOS has a professional civil liability insurance policy that includes a "Data

Protection & Cyber Liability" module" that covers information security risks (own damage and third-party damage).

CYBERSECURITY MANAGEMENT

NOS develops and maintains Cybersecurity initiatives, with the aim of protecting information and its support assets against threats from possible attacks and unauthorized external access, guaranteeing their confidentiality, integrity, and availability. These initiatives are aimed not only at defining and implementing improvements in Cybersecurity operational procedures, such as incident management procedures, but also at the continuous monitoring of Cybersecurity risks, promoting proactive action in mitigating potential weaknesses.

Chief Information Security Officer (CISO) and Cybersecurity Team

For issues related to Cybersecurity, NOS has a CISO and a specialized Cybersecurity Team, framed in the technological areas, whose main responsibilities are:

Cyberintelligence and Offensive Security

Monitoring the risk outlook, assessing vulnerabilities and internal alignment to reduce technological and process risks.

  • Monitor technological changes and ensure the reassessment of security issues.
  • Implement relevant use cases aligned with cybersecurity processes.
  • Identify and exploit vulnerabilities and forensics of S&P incidents.
  • Identify needs and promote specific cybersecurity training and awareness actions.

Security Strategy and Architecture

Collaborative design of the cybersecurity strategy, reducing risk through the implementation of best security practices in networks and information systems. Structured evolution of capabilities, based on new platforms and reference architectures.

guidelines proposed by the S&P Central function.

  • Develop, implement and maintain cybersecurity management policies, standards and procedures (e.q., incident management, security assessments).
  • Conduct cross-sectional mapping of security weaknesses, maturity, and progress indicators.
  • Plan and perform security assessments on a regular basis.
  • Articulate communication with the Network Security Officer (under ANACOM's Security Regulations and the Cyberspace Legal Framework), the S&P Central function and Regulation regarding security weaknesses and results of network and service security monitoring.
  • Be responsible for managing the security of cloud services, pursuant to Law No. 46/2018.

Cyberdefense

Coordination of cyberdefense operation. Representation of NOS as an official contact point with the National Cybersecurity Centre (CNCS).

  • Coordinate the organization's Cyberdefense operation and Security Operations Centre (SOC).
  • Create mechanisms for continuous and proactive monitoring of security weaknesses.
  • Assess impacts of identified incidents and ensure their containment and resolution.
  • · Define and implement a response plan for threats, incidents, and critical scenarios.
  • Support the reporting of incidents that affect the security of networks and services to regulatory bodies and internal and external communications during disruption scenarios.
  • implemented by service providers who manage or operate information systems/networks at NOS.

Incident Management

In the event of S&P incidents (security, privacy, continuity) NOS has several processes defined and implemented for the respective management that specify the procedures to be followed in the stages of: detection; screening; processing; reporting to requlatory bodies and notification to affected customers; and post-mortem incident analysis.

We highlight that:

  • All internal and partner employees must report, through the defined channels, any S&P incidents of which they are aware, as well as collaborate in the investigation of the incident if necessary.
  • Violation by a NOS employee of any S&P standard, rule or procedure that falls within the NOS S&P Policies constitutes a matter for a potential disciplinary offence, and may be sanctioned, depending, if confirmed, on its severity, and the Employee may incur in civil and/or criminal liability. In the case of a partner's employee, through the respective partner companies / suppliers, the sanctions provided for in legal disputes or in the contract will apply.

PERSONAL DATA PROTECTION MANAGEMENT

For NOS, privacy is a concept of information security associated with confidentiality that includes the protection of information, in particular the personal data of customers, employees and other data holders, with the aim of ensuring compliance with applicable standards and with the fundamental right of each individual to have access and decide who should have access, at any given time, to their data.

In this context, and in conjunction with the ISM, we have developed and maintained a program of initiatives aimed at implementing processes for the protection of personal data, but also to continuously monitor and improve compliance with the General Data Protection Regulation (GDPR) and other requlations with an impact on privacy.

Data Protection Officer (DPO)

For specific issues related to the privacy of personal data, NOS has a DPO, whose main responsibilities are to:

Data Protection Officer (DPO)

  • Monitor data processing compliance with applicable standards
  • " To be a point of contact with customers, users, or other data subjects for the clarification of questions related to the processing of their data by NOS
  • Protection)
  • · Provide information and advice to the data processors or controllers on their obligations in terms of privacy and data protection.

Among the various technical security and organizational measures specifically implemented to ensure the protection of personal data (of customers, employees, and other data holders) by our employees, we highlight the following:

  • All internal employees and partners' employees are obliged to protect personal data and maintain the confidentiality of NOS information, and therefore are not allowed to share any data they have access to during and as a result of their work with third parties. These obligations remain in force even after leaving the company (termination of the employment or provision of services contract).
  • contracts or in a Statement of Liability on Confidentiality of Information and Protection of Personal Data".
  • In the case of partners, these obligations are part of the Data Processing Agreements signed between NOS and partner companies whose employees may have access to personal data belonging to customers, employees, or other data holders. Furthermore, partners are responsible for communicating and enforcing these rules to all employees who provide services to NOS. Partner's employees must sign a "Statement of Liability for the use of IS/IT, confidentiality, and protection of personal data".
  • secrecy duties and to ensure the security of personal data, which, for that purpose, are communicated to them, and may not use such data for any other purposes, for their own benefit or of third parties, nor correlate them with other data that are in their possession.
  • Partners are communicated (which include obligations related to Information Security, Personal Data Privacy and Business Continuity), and partners are obliged to comply with them.
  • Internal employees and partner's employees can only access and process personal data that are authorized, according to their needs (need-to-known), and only for permitted and lawful purposes in accordance with the Records of Processing Activities (RPAs).
  • Personal Data (carried out by the Internal Audit area), in order to verify that these accesses are carried out by employees exclusively for the fulfilment of their professional duties, in order to ensure the protection of personal data.

BUSINESS CONTINUITY MANAGEMENT

NOS develops and maintains a Business Continuity Management (BCM) program with the objective of implementing processes to reduce the risk of interruption of critical business activities or of critical products and services, arising from catastrophes, technical-operational failures, or massive human resource failures.

With regard to business continuity management processes, we highlight that:

  • · The processes cover the facilities, network infrastructures and the most critical activities that support critical services, for which resilience strategies, continuity plans and actions are developed, as well as S&P incident/crisis management procedures.
  • Continuity processes are periodically subject to impact and risk assessments, as well as audits, tests, and simulations.
  • " = NOS promotes articulation with external official entities for disaster scenarios, protection of critical infrastructures and communication in crises, including in this scope, for example, collaboration with the National Emergency and Civil Protection Authority.
  • In the event of interruptions in the communications services network, customers can consult the status of the network on the NOS website and find out if there are any planned improvements or unexpected situations. This information is disclosed whenever events with a significant impact occur, in accordance with the obligation to inform the public, provided for in the requlation of the sector by ANACOM (National Communications Authority).

Additional content can be consulted in the section "A resilient, reliable system".

SECURITY & PRIVACY ACTIONS

In 2022 we continued to develop relevant initiatives in the areas of security, cybersecurity, privacy, and business continuity.

I lam occurry a l'ittudy intendred actrision and illy a was
Update of the Geneal Infornation Story of the S&P Cover in the of Conducting Pivacy Internet in Plast he specifical in the privacy
the Chief Information Security Officer (CISO).
risk (e.g. data analytics).
Update of the Cookie Policy and continuation of the strengthening of compliance with the cookies
management on NOS websites, through the introduction of compliance verification tools.
Reinforcement of controls and monitoring of processes for the exercise of personal data subjects rights by
customers within the scope of the GDPR, as well as the continuous strengthening of customer
management processes (consents, authentication, etc.).
Continued incorporation of S&P by Design requirements into structuring transformational projects related
to Advanced Analytics, Go To Cloud and Digital Marketing.
Update of the Business Impact Analysis (B/A) for the critical activities of the Telco business, extension for
the Cinemas business and for the specificities of the B2B products/services.
Strengthening of the Cybersecurity team in terms of Security Strategy and Architecture, with the aim of
consolidating the risk identification model and promoting the creation of cross-cutting capabilities.
Update of the Crisis Management Plan, namely the Service Interruption scenario in order to accommodate
concerns related to Cyberattacks and the Supply Chain (Ukraine crisis).
Strengthening of the Cybersecurity team in the Cyberintelligence and Offensive Security areas, including
in the threat intel, digital risk monitoring and cyber risk rating platforms to improve the visibility of external and partners.
threats.
Phased deactivation of the actions of the COVID-19 Crisis Management Plan, still relevant in early 2022,
resource strengthen of a continuous offersive security plan, as well as impovenent .
of defence and response technologies (e.g., EDRs and WAFs). Transmation of the Checkerse peration of the operation mangement Cortinuation of the imperiention of actions of improve resilence in network infrastructures an
and golda fraining of he SC (e.g., base pocesses and eintrocenent services (entrocement of reduction in cicuit layouts, stengtheing of infrastuction and frontence and fronten
of TV services, reinforcement of storage and redundancy for TV and OTT services, among others)
Continuing to improve internal channels and specific features for users to report suspicious phishing
messages, in line with the Phishing Awareness simulations.
Continuous improvement of processes and tools associated with the management of communications
networks and services, in accordance with the requirements of ANACOM's Network and Services Security
Regulation.
More in-depth review of several internal controls associated with the requirements of the ISO27001
(Security) and ISO20000 (Service Management) standards.
Conducting of the first external audit by ANACOM concerning the Security Requlation, with NOS obtaining in
results in compliance with the requirements of the Regulation.

SECURITY & PRIVACY TRAINING AND COMMUNICATION

Training and awareness of practices and behaviours that minimize S&P risks is a key part in maintaining and properly managing these aspects. In this sense, in 2022, we renewed two of the main internal communication instruments about S&P which started to present a new image and orqanization and also added features that allow our employees an easier and more intuitive content navigation:

  • The S&P Portal repository of Policies, Rules, and Procedures;
  • The BCM Portal repository of Crisis Management Plans for various scenarios.

We continued to implement the training plan for employees and partners, including conducting elearning courses on "Security & Privacy".".

S&P e-learning for employees

We have concluded the launch of the new e-learning "NOS Security & Privacy Course", with the launch of the 3rd Stage. This last Stage addresses mainly Personal Data Processing and Security & Privacy by Design topics (modules 10 to 14).

E-learnings on Security & Privacy

successfully concluded the various modules of the new e-learning (overall
average of the 3 Stages).

Partner Employees

f employees at the main NOS Partner Academies completed other e-learning courses on S&P
(overall average of the various Academies).

Phishing Awareness

In 2022, we also continued the Phishing Awareness initiative with the launch of more phishing simulations. This initiative to raise awareness and train users includes interactive training videos on behaviour to adopt when faced with potential phishing messages.

The Phishing Awareness simulations covered around 12,000 users (NOS Employees and Partner Employees), highlighting an improvement in user behaviour:

  • The vast majority of users corrected behaviour in subsequent simulations compared to previous simulations.
  • There was an increase in phishing reports by users, with great use of the new report button feature provided in MS Outlook.
  • Only a small percentage of users compromised their access credentials in these phishing simulations, and these users were directed to the training videos.
  • There was an improvement in the viewing of training videos by users.

In 2022, we also provided our employees with various communications on phishing and cybersecurity topics, among which we highlight:

  • Update of the area on the NOS Intranet dedicated to helping employees recognize, avoid and report phishing situations.
  • Sending of an email to all NOS Employees and Partner Employees entitled "Cyber-crime | All attention is required", with the aim of raising awareness of this issue following cyberattacks suffered by several national and international companies.

FIGHTING CONTENT FRAUD AND COPYRIGHT PROTECTION

The fraud of television content such as peer sharing or the commercialization and illegitimate access via streaming to linear and non-linear content, and to real-time events, namely sports, affects the profitability of pay tv operators, of which NOS is part of, and are sometimes related to the provision of illegitimate content to the extent that it does not respect proprietary or related rights, or for other reasons. This is a sometimes-complex reality to unravel and consequently to act from a proactive point of view, so NOS has a dedicated Content Protection team.

Since 2015, NOS, as an Internet Service Provider (ISP) and member of APRITEL, has performed thousands of blocks (about 4,000) by Domain Name Server (DNS) for copyright and related rights protection. These blocks, supported by judicial or administrative orders, inhibit access to illegitimate content, such as movies and series, but also allow us to avoid sharing malware on the NOS network and on our customers' equipment, since illegal sites (streaming and online gambling) are one of the main tools for sharing viruses or malware.

During 2022, the operationalization of Law n. ° 82/2021, of November 30, 2021, - Law on Monitoring, Control, Removal and Prevention of Access to Protected Content, regarding contents protected by copyright and related rights, with the effectiveness of the first blocks already framed in the procedures introduced by it.

NOS maintains an active posture of contributing to the various stakeholders interested in these matters, and in this sense, following the public appreciation of the proposed Law No. 114/XIV/3rd (GOV) for the transposition of European directive 2019/790, on copyright and related rights in the digital single market, contributed with clear proposals for leqislative reinforcement to combat piracy in the audiovisual sector, specifically in amending and improving the Code of Copyright and Related Rights ("CDADC").

Fighting content fraud Cooperation with stakeholders
A complex reality that requires everyone's
cooperation.
NOS has maintained a cooperative stance in
terms of fighting fraud and defending
copyright.

4.2.5. Prevention and monitoring of electromagnetic fields

NOS assumes responsibility for monitoring and implementing the best practices regarding preventive measures that protect potential adverse effects of human exposure to electromagnetic radiation.

Mobile telecommunications equipment uses radio frequencies which, as it happens with the operation of other electrical equipment, generate electromagnetic fields (EMF). Currently, most people are permanently exposed to very low intensity electric and magnetic fields, generated by the functioning of equipment necessary for the most varied activities, including research, communications, medicine, transport and distribution of electricity, aeronautics, or maritime navigation. Most sources of EMF, both at home and in the workplace, produce extremely low levels of exposure, and the most common day-today activities are unlikely to give rise to risks that exceed exposure limit values. (ELV). The current scientific consensus is that there is no evidence of a relationship between adverse health effects and the use of mobile telecommunications equipment within the internationally established exposure limits. However, since part of our activity is based on the radio spectrum emitting electromagnetic fields (operating the mobile network and the transport network), NOS monitors and implements the best practices to protect public health against the possible adverse effects of exposure to EMF, following the principle of prevention and precaution.

OUR APPROACH TO ELECTROMAGNETIC FIELDS: DUE DILIGENCE PROCESSES APPLIED

our commitment:

The Code of this and the NOS Sustains the espensibility of moritying, studing, and implementing the best produced a national and international level for the application of preventive measures that protect potential adverse effects of human exposure to electromagnetic radiation

Inform customers of all possible risks associated with the
use of the products and services we provide
We guarantee We follow We inform
Comply with legal and requlatory requirements in force
Apply, in line with the principles of prevention and
precaution, measures that protect the general population,
our people, partners and other relevant entities, against
possible adverse effects on human health from exposure to
electromagnetic radiation generated by our infrastructure
and equipment.
- That all network and terminal equipment comply
with national and European requirements,
standards, and regulations;
- That all exposure limits are complied with
The implementation of preventive measures
beyond what is legally required
Research and information disclosed
by national and international
reference forums and publications
- All stakeholders - populations and public and
private entities - on the effects of EMFs

All our network equipment and mobile phones provided to customers comply with Portuquese legislation on exposure limits to electromagnetic fields, which follows European Union regulations and international scientific guidelines. Based on the precautionary principle, we implement preventive measures in addition to those legally required, to ensure that all exposure limits are met.

We carry out an annual measurement plan to monitor exposure to electromagnetic fields in our mobile and fixed ground service network, covering all relevant facilities, identified based on the requirements defined specifically for this purpose by the Portuguese telecommunications regulator (ANACOM): new or reconfigured installations, located inside, on top or on the facade of buildings that fall within the aforementioned standards.

Annual EMF monitoring plan: measurement of electromagnetic radiation on mobile network sites

Monitoring Plan 2015 2019 2020 2021 2022
# measurements 38 26 74 175 55

All monitored stations had electromagnetic field power than the reference values, and 74% of stations in places accessible to the public recorded a level 50 times lower than this threshold. The results of the measurements we carry out are communicated to national and local authorities, including ANACOM, which also publicly discloses the results of measurements carried out by it in response to requests from public and private entities.

The evolution in the number of measurements carried out between 2015 and 2022 reflects the number of new licensed stations which, in this context, are subject to these measurements by regulation.

HOW WE MATERIALIZE THE PRECAUTIONARY PRINCIPLE IN EMF IMPACTS

EMF exposures 50 times
lower than legal maximum
threshold
Follow-up scientific
development on EMF
EMF literacy initiatives
Studies on the impact of
new 5G networks on EMFs
Participation in the
Working Group on EMF,
promoted by ANACOM
Transparent
communication with
stakeholders about EMFs

Public Places with target exposure values 50 x lower than the legal maximum threshold

For places accessible to the public, established in the applicable legislation, we define as a target a level at least 50 times below the reference power density value (ELV- maximum permissible value of exposure to the electromagnetic field dependent on the frequency under analysis according to the applicable legislation).In places where the value, although below the ELVs, does not yet meet this objective, safequard measures are taken to control exposure, in line with requlations and qood practices: access restrictions; and permission, granted to all those involved in maintenance, operation and installation roles, to, as a preventive measure, turn off the emission source whenever necessary to carry out the intervention in perfect safety conditions.

Follow-up scientific development on EMF

We follow the latest scientific developments on the subject, including the recommendations of the World Health Organization (WHO) and the International Commission on Non-lonizing Radiation Protection (ICNIRP), an independent reference entity that contributes with recommendations as a result of studies on the impact of non-ionizing radiation on human health.

Follow-up of the activity of organizations that monitor EMF impacts

At a national level, we participate in initiatives such as the FAQtos, promoted by INOV, INESC INOVACÃO with the aim of monitoring and dissemination on the impacts of electromagnetic radiation to public entities such as municipal councils, schools, hospitals, and health centres.

Support for the "Prémio FAQtos", to promote youth literacy on EMF

In this context, we annually support the national contest "Prémio FAQtos", aimed at high school students. The initiative is part of the curriculum of all subject areas and aims to contribute to the formation of a collective awareness of electromagnetic fields and their potential effects on human health, the environment and society.

Follow-up of studies on the impact of the new 5G networks on the land mobile service EMFs

We carried out studies on the impact of the new 5G networks on the electromagnetic field emissions of the land mobile service. Given the great in this topic by the population, several national and international entities,

such as ANACOM, the French requlator, ANFR, or the British requlator, OFCOM, have also carried out and published studies on this matter and the main conclusion is that the measured values are below the ICNIRP threshold values and that the contribution of 5G to the total electromagnetic field is reduced. In 2022, ANACOM published a quide clarifying doubts regarding the impact of mobile networks on human health and on the environmental balance. This publication responds to questions on emerging topics related to human and environmental safety of electronic communications networks, with a special focus on Electromagnetic Fields.

NOS participates in the EMF Working Group, promoted by ANACOM

With the ultimate aim of updating the current standards and procedures for measuring and calculating electromagnetic fields and measuring the power density within the human body, in order to include new radio technologies, a working group was created in 2021 under the aegis of ANACOM, with the objective of gathering national contributions in the scope of "electromagnetic fields in the human environment". NOS participates in this process, as a permanent member of the National Technical Committee for Electrotechnical Standardization CTE 106, which carries out its activity in the scope of "electromagnetic fields in the human environment". The national committee comes from the equivalent technical committee of the European Committee for Electrotechnical Standardization (CENELEC) - CLC/106X. During 2022, the working group carried out several EMF measurements with a special focus on multi-beam 5G technology. It is expected that in 2023 it will be possible to update the measurement procedures to be applied in the reporting of annual measurements of electromagnetic fields.

Responsibility towards stakeholders, in responding to clarification requests

We assume the goal of responding, in a transparent manner, to 100% of the concerns and reguests for clarification from all stakeholders (public and private entities and other stakeholders). In 2022, we received 3 clarification requests, all regarding requests for information related to the installation of antennas in residential or commercial condominiums, as well as public entities. We responded to 100% of these requests. It is also our commitment to provide all the information requested and provide the technical means at our disposal to support the authorities and the national scientific academy in the study of the impacts of electromagnetic fields on the population

01 Integrated Management REPORT

/> Stimulating a positive transformation

/> inspired by the future

5. Stimulating a positive transformation inspired by the future

Continuing to pave the way for innovation, competitiveness, and sustainability.

The current NOS strategic cycle (2021-2025) has coexisted with challenging and complex times, of inflation, war in Europe and disruptions in supply chains, but the Group has managed to maintain the strong level of investment it has set for itself, continuing the ambitious strategic plan for development and value creation that it has outlined.

In the last two years, NOS has invested €350 million in 5G, opening doors and offering the future not only to its customers but to society as a whole. A clear commitment to the country and to strengthening its competitiveness, as well as accelerating the provision of this technology to companies and public services, boosting the evolution of 5G. Without forgetting the autonomous regions, nor the interior regions, as exemplified by the protocol established with the Municipality of Ponte de Sor and the Polytechnic Institute of Portalegre, with the aim of accelerating the digital transformation and territorial cohesion of the Alto Alentejo.

The investment effort in technology, innovation, and in the service quality and experience, which NOS has been making, as well as the commitment to demonstrate the potential of 5G and digital technologies, inspiring people, and companies to do what no one else has done, was reflected in a particularly expressive way in 2022. High levels of recognition were achieved, both by independent entities and by NOS customers and the market, translating into a general improvement in the Group's most transversal indicators.

The investment in sustainability was strengthened with the financing strategy increasingly associated with these matters, with a total of 300 million euros of debt indexed to ESG performance (an additional 50 million euros compared to 2021), and with the establishment of increasingly ambitious energy performance and decarbonization targets, also reflected in the evolution of the ratings attributed by the specialized rating agencies.

These aspects, and other results highlighted in this Report, which NOS has been able to achieve and share, reflect the robustness of its value creation model. They demonstrate its ability to evolve as a business and organization, whatever the context, as well as the impact and contribution that this evolution provides among the main stakeholders, helping to generate confidence in the management and the ability to generate and deliver value through:

  • its differentiating assets;
  • = associated risks and opportunities;
  • a business development plan that combines core strategic priorities with an ambitious sustainability framework, focused on relevant sustainability issues in the context of the organization and its stakeholders;
  • investing in good management practices;
  • = balanced society.

MOVING FORWARD IN THE STRATEGIC CYCLE, NOS WILL CONTINUE TO:

  • " keep the customer at the centre of everything we do, maintaining the ambition to deliver the best service and the best experience;
  • = communications at the service of people, companies and society, continuing to bring cuttingedge networks to the entire population;
  • bet and invest in its resources to maintain and strengthen its differentiating character;
  • management capable of responding positively to the challenges posed and generating longterm shared value;
  • = work to achieve and, if possible, exceed the strategic sustainability targets it has set itself;
  • =
  • forward-looking, enabling society in which everyone stays connected and evolves together.

01 integrated Management REPORT

6.1. GRI Content Table 175
6.2. Methodological Notes
6.2.1. Methodological Notes Environment
197
195
6.3. Adoption of the Task Force on Climate-Related Financial Disclosure (TCFD) Recommendations 198
6.4. Glossary 201
65 External Verification Statement 200

1

Statement of use I NOS, SGPS, S.A. reported in accordance with the GRI Standards for the period from January 1st 2022
Version used GRI1: Foundation 2021
GRI Applicable Sectoral Standards
-

-
-
GRIZ 2021 GENERAL DISCLOSURES
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
Organisation and Reporting Practices
2-8 Employees with no employment relationship with the organisation
To carry out the operation, NOS hires services from external entities and service providers (in activities ranging from cleaning and
security services to customer attendance at call centres), and these partners are solely responsible for managing their employees.
For this reason, it does not have a system or standardised accounting routine that allows reporting the number of employees
involved.
- CSC Article 508-G, Number 2, Subparagraph a)
Governance
2-9 Governance structure and composition RIG: 2.2.3. Governance Model; 4.2.
Responsible Management, including
4.2.1. How we manage sustainability
RGS: Part 1 and Part 3 (Annex)
CVM Article 29-H, Number 1, Subparagraph q)
2-10 Appointment and selection of the highest governing body RIG: 2.2.3. Governance Model; 4.1.1.
Management Team Commitments and
4.1.2. Purpose of our approach to
stakeholders
RGS: Point 19 e 29
- CVM Article 29-H, Number 1, Subparagraph q)
2-11 Chairman of the highest governing body RIG: 2.2.3. Governance model CVM Article 29-H, Number 1, Subparagraph q)
2-12 Role of the main governing body in supervising the impact management RIG: 4.2. Responsible Management,
including 4.2.1. How we manage
sustainability
RGS: Points 21, 27-34, 38-40, 42-45; 50-
51
- DL89 Introduction, 5th Paragraph
2-13 Delegation responsible for impact management RIG: 2.2.3. Governance model; 4.2.
Responsible Management, including
4.2.1. How we manage sustainability
RGS: Points 27-30
2-14 Role of the main governing body in the sustainability report RIG: 4.2.1. How we manage
sustainability
2-15 Conflicts of interests RGS: Points 26; 89-92
2-16 RIG: 4.2.3. Ethics and Conduct
RGS: Points 29; 38; 49

CRIPS ON GENERA DISCROSORS
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
Organisation and Reporting Practices
2-17 Collective awareness of the main governing body RIG: 4.2.1. How we manage
sustainability
2-18 Evaluation of the performance of the main governing body The evaluation
Note: the evaluations are not independent
RIG: 2.2.3. Governance Model
RGS: Points 18; 24 e 25
2-19 Remuneration policies RGS: Points 69-88
2-20 Process for determining remuneration RIG: 2.2.3. Governance Mode
RGS: Points 69-88
2-21 Total annual compensation ratio
The Corporate Governance Report presents the fixed and total remuneration of the CEO, as well as of the other members of the
Board of Directors; the variation of this remuneration compared to the previous year, as well as the average variation of the
employees' remuneration compared to the previous year.
RGS: Points 77
Strategy, Policies and Practice
2-22 Statement on sustainable development strategy RIG: Message from the CEO CSC Article 508-G, Number 2, Subparagraph a)
2-23 Political commitments
NOS' main policies and codes can be found at : Our approach
RIG: 2.2.1. Our essence; 3.4.2. Ethical
and Responsible Supply Chain
Management; 4.2. Responsible
Management including 4.2.1. How we
manage sustainability
CSC Article 508-G, Number 2, Subparagraph a)
2-24 Incorporate political commitments RIG: 3.4.2. Ethical and Responsible
Supply Chain Management; 4.2.1. How
we manage sustainability); 4.2.3. Ethics
and Conduct
CSC Article 508-G, Number 2, Subparagraph a)
2-25 Processes to remedy negative impacts RIG: 3.4.2. Ethical and Responsible
Supply Chain Management; 4.2.1. How
we manage sustainability; 4.2.3. Ethics
and Conduct
- CSC Article 508-G, Number 2, Subparagraph c)
2-26 Mechanisms for seeking clarification or advice and for reporting concerns or alleged irregularities RIG: 4.2.3. Ethics and Conduct
RGS: Points 38; 49
2-27 Compliance with laws and regulations
During the reporting period there were two proceedings that resulted in fines, one in the other with an
amount of €30k. Both proceedings were related to the construction, access and installation of electronic
communications networks and infrastructures, specifically the ITED ("Telecommunications Infrastructures in Buildings") terms of
responsibility.
CSC Article 508-G, Number 2, Subparagraph e)
GRI2: 2021 GENERAL DISCLOSURES
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
Organisation and Reporting Practices
2-28 Associações a que a organização pertence RIG: 4.1.2. Purpose of our approach to
stakeholders
Engagement with Stakeholders
2-29 Approach to stakeholder engagement RIG: 4.1. Stakeholder engagement and
value creation
DL89 Introduction, 5th Paragraph
2-30 Collective bargaining agreements
100% of the employees of NOS Cinemas and NOS Audiovisuals (103 employees as of 31.12.2022) are covered by a collective
bargaining agreement, representing 5.7% of total employees at the same date.
NOS considers best practices, conducting external competitiveness and benchmark reviews to design its policies and working
conditions.
GRI3: MATERIAL TOPICS 2021
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
3-1 Process for determining material topics RIG: 4.2.1. How we manage
sustainability
- CSC Article 508-G, Number 2, Subparagraph b)
3-2 Material Topic List RIG: 4.2.1. How we manage
sustainability
- CSC Article 508-G, Number 2, Subparagraph b)
3-3 Material topics management
See note
See response in each specific disclosure associated
with material topics
SPECIFIC Discl Osures
GRI 200 Standards: Economic Performance
GRI 2016 Economic Performance
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.1.2. Operating and financial
results; 4.2.1. How we manage
sustainability to 4.2.2. Risk
Management

-
GRI3: MATERIAL TOPICS 2021
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
204-1 Proportion of expenses with local suppliers
National
International
2020
80,3%
19,7%
2021
87,6%
12,4%
2022
86,0%
14,0%
See Methodological Notes
RIG: 3.4.1. Supply chain and boosting
the local economy
- SDG: 8, 12, 16, 17
GRI 205: 2016 Anti-Corruption
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 4.2. Responsible
Management, including 4.2.1. How we
manage sustainability; 4.2.3. Ethics
and Conduct
CSC Article 508-G, Number 2, Subparagraph b)
and c)
205-2 Communication and training on anti-corruption policies and procedures. RIG: 4.2.3. Ethics and Conduct; UNGC: 10
SDG: 16
CSC Article 508-G, Number 2, Subparagraph e)
205-3 Confirmed cases of corruption and measures taken
No confirmed cases of corruption were identified in the reporting period.
UNGC: 10
SDG: 16
GRI 206: 2016 Unfair Competition
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 4.2. Responsible
Management, to 4.2.3. Ethics and
Conduct
CSC Article 508-G, Number 2, Subparagraph b)
and c)
206-1 Legal actions for unfair competition, antitrust and monopoly practices
In the 2022 period there are no records of occurrences of this nature.
Within the scope of the two proceedings brought by the Competition Authority (ADC), one in 2021 and another in 2020, for which
NOS presented its defence, the final decision of the ADC is still pending.
SDG: 16
GRI 300 Standards: Environmental Performance
GRI 302: 2016 Energy
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.5.1. Climate and Energy;
4.2. Responsible Management to
4.2.2. Risk Management
CSC Article 508-G, Number 2, Subparagraph b)
and c)
GRI3: MATERIAL TOPICS 2021
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
302-1 Energy consumption within the organization
See Methodological Notes
RIG: NOS in numbers; 3.5.1. Climate
and Energy
- UNGC: 7; 8
- SDG: 7; 9; 12; 13
302-3 Energy intensity
See Methodological Notes
RIG: NOS in numbers; 3.5.1. Climate
and Energy
- UNGC: 8
- SDG: 7; 9; 12; 13
302-4 Energy consumption reduction RIG: NOS in numbers; 3.5.1. Climate
and Energy
- UNGC: 8; 9
SDG: 7; 12; 13
302-5 Reduction of energy requirements of products and services RIG: NOS in numbers; 3.5.1. Climate
and Energy
GRI 303: 2018 Water and Wastewater
3-3 Material topics management
The topic is non-material for NOS. Our response allows for greater alignment with the DL 89/2017.
RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.5.1. Climate and Energy;
4.2. Responsible Management to
4.2.2. Risk Management
303-3 Water collection RIG: 3.5.3. Other Environmental
Impacts
- -CSC Article 508-G, Number 2
Recycled and reused water (NOS specific indicator) RIG: 3.5.3. Other Environmental
Impacts
GRI 304: 2016 Biodiversity
3-3 Material topics management
The topic is non-material for NOS. Our response allows for greater alignment with the DL 89/2017.
304-2 Significant impacts of activities, products, and services on biodiversity RIG: 3.5.3. Other Environmental
Impacts
- -CSC Article 508-G, Number 2
GRI 305: 2016 Emissions
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.5.1. Climate and Energy;
4.2. Responsible Management to
4.2.2. Risk Management
CSC Article 508-G, Number 2, Subparagraph b)
and c)
305-1
305-2
305-3
305-2
Direct Greenhouse Gas Emissions (Scope 1)
Indirect GHG emissions (Scope 2)
Other indirect GHG emissions (Scope 3)
Reduction of GHG emissions
See Methodological Notes
RGI: NOS in numbers; 3.5.1. Climate
and Energy
- UNGC: 7; 8
- SDG:7; 12; 13
- CSC Article 508-G, Number 2, Subparagraph e)

GRI3: MATERIAL TOPICS 2021
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
GRI 306: 2020 Waste
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.5.2. Circular Economy; 4.2.
Responsible Management to 4.2.2.
Risk Management
CSC Article 508-G, Number 2, Subparagraph b)
and c)
306-1 Significant impacts related to the waste generated RIG: 3.5.2. Circular Economy
306-2 improvement Management of significant impacts related to the waste generated NOS Sustainability Policy is in line with the principles of the ISO 14001 standard, ensuring waste management in line with all legal
precepts applicable to waste management, safeguarding the prevention of pollution (impacts) and promoting continuous
306-3
306-4
306-2
Generated waste Waste diverted from removal/final disposal
Waste sent to removal/final disposal
RIG: NOS in numbers; 3.5.2. Circular
Economy
- UNGC: 7; 8
SDG: 12
- CSC Article 508-G, Number 2, Subparagraph e)
hazardous waste (ton) non-hazardous waste (ton)
2020 2021 2022 2020 2021 2022
Recovery Multi-material
recycling
37 48 38 513 667 789
Landfill 0 0 O 62 23 15
Disposal Energy recovery 0 0 0 7 0 0
TOTAL 37 49 38 582 ୧୫୨ 805
GRI 308: 2016 Suppliers Environmental Evaluation
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.4.2. Ethical and
Responsible Supply Chain
Management); 4.2. Responsible
Management, to 4.2.2. Risk
Management
CSC Article 508-G, Number 2, Subparagraph b)
and c)
GRI3: MATERIAL TOPICS 2021
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
308-1 Percentage of new suppliers that were screened using environmental criteria.
The supplier evaluation for 2022 will take place of 2023. For the fifth consecutive year, it will include criteria
on Ethics, Environment and OccupationalHealth and Safety.
Additionally, a dedicated supplier ESG performance evaluation survey is under development started during 2022).
RIG: 3.4.2. Ethical and Responsible
Supply Chain Management
- SDG:1, 2, 3, 4, 5, 6
GRI 400 Standard: - Social Performance
GRI 401: 2016 Employment
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.3. We Generate Value for
Our People; 4.1. Stakeholder
engagement and value creation to
4.2.2. Risk Management
CSC Article 508-G, Number 2, Subparagraph
b) and c)
401-1 Hiring new employees and employee turnover
Evolution in the number of new employees hired
RIG: 3.3. We Generate Value for Our
People
UNGC: 6
SDG: 5, 8
CSC Article 508-G, Number 2, Subparagraph
l
Year 2020 2021 2022 e)
<30 years old 94 114 118
30-50 years old 42 67 116
>50 years old O 1 o
Female ୧୮ 77 105
Male 71 105 129
Total 136 182 234
Overall hiring rate 7% 10% 13%
Evolution of employee turnover and net replacement rates
Year 2020 2021 2022
<30 years old 43 67 ਰੇਤੋ
30-50 years old 71 180 143
>50 years old 15 રૂર્ણ 22
Female 64 114 115
169 143
Male ୧୮
Total 129 283 258
Overall exit rate 7%
0,4%
15%
-5,5%
14%
-1,3%
GRI3: MATERIAL TO2(CS 900)
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
401-2 Benefits for full-time employees which are not granted to temporary or part-time employees
NOS does not distinguish the benefits granted between full-time employees and part-time employees.
Scope: All employees except cinema employees, internship contracts and governing bodies.
RIG: 3.3. We Generate Value for Our
People
SDG: 8
-
401-3 Parental leave
Rates
Women
Men
Total
92,6%
97,9%
95,9%
Return
Retention
100,0%
89,1%
93,0%
– UNGC: 3, 6
SDG: 5, 8
Scope: All employees except cinema employees, internship contracts and governing bodies.
See Methodological Notes
GRI 403: 2018 Occupational Health and Safety
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2. Our
development and value creation strategy;
3.3.5. Safety, health, and well-being; 4.1.
Stakeholder engagement and value creation
to 4.2.2. Risk Management
CSC Article 508-G, Number 2, Subparagraph
b) and c)
403-1
403-2
403-3
403-4
403-5
403-6
403-7
OHS Management System
ldentification, assessment and investigation of hazards, risks, and incidents
Occupational healthcare services
Participation, listening and communication to employees on OHS
Training of employees in OHS
Promotion of employees' health
Prevention and mitigation of OHS impacts related to commercial relationships
In addition to what is mentioned in a specific section of the report, it is important to mention that the OHS action plan, which is
annually revised, provides for several monitoring and action initiatives, with a view to guaranteeing and improving the working
conditions of our people, in terms of air quality, noise, lighting conditioning. Quarterly food audits are also
carried out to ensure the quality of the food available in the company's buildings.
With the aim of listening to NOS employees and knowing their perception on various OHS topics, regular questionnaires are
carried out in order to guarantee the continuous improvemented processes. The monitoring of results supports
decision-making in this area.
The Occupational Health services that we provide are in line with the applicable legal requirements, but also with the regulations
of the NOS certification in OHS, similarly to what happens in terms of occupational safety. We have two technicians specialized in
OHS specifically assigned to the coordination of these topics, integrated in the Human Resources Department, and articulated
with the Sustainability Pivots and emergency management teams.
RIG: 3.3.5. Satety, health, and well-
being
CSC Article 508-G, Number 2, Subparagraph
b)

GRI3: MATERIAL TOPICS 2021
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
403-9 Accidents at work 2020 2021 2022 - SDG: 8
- CSC Article 508-G, Number 2, Subparagraph
No. of Accidents at Work 3 2 6 e)
Frequency Rate (or accident index) 0,84 0,58 1,85
Index of accidents with serious consequences (generating leaves of absence > 6 months) 0,00 0,29 0,00
Absenteeism Rate (NOS specific indicator) 1,38% 1,26% 1,55%
Lost Days Rate (NOS specific indicator) 22,67 47,18 47,22
403-10 There were no work-related fatalities arising from occupational accidents in 2022 (fatality rate of 0%).
No accident occurred in 2022 with a recovery period exceeding 6 months.
Scope: All employees except cinema employees, internship contracts and governing bodies. See Methodological Notes
Occupational Diseases
2020
2021
2022
O
0
No. of Occupational Diseases
O
There were no work-related fatalities from occupational diseases in 2022.
Scope: All employees except cinema employees, internship contracts and governing bodies.
SDG: 8
- CSC Article 508-G, Number 2, Subparagraph
e)
GRI 404: 2016 Training and Education
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.3.6. Talent management;
4.1. Stakeholder engagement and
value creation to 4.2.2. Risk
Management
CSC Article 508-G, Number 2, Subparagraph b)
and c)
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
404-1 Average annual hours of training per employee RIG: 3.3.6. Talent management - UNGC: 6
Professional
category
Gender 2020
2021
2022 - SDG: 4, 5, 8
- CSC Article 508-G, Number 2, Subparagraph e)
Technicians Men
Women
13,8
15,7
9,6
7,8
13,9
17,6
Total 13,1
11,2
15,5
Managers Men 21,0
17,6
31,4
Women 11,5
11,2
36,5
Total 15,6
18,2
33,1
Directors Men 9,3
14,6
21,3
Women 15,1
11,4
28,5
Total 11,3
13,3
23,5
Global Men 15,3
16,1
18,0
Women 8,5
9,9
20,8
Total 12,5
13,6
19,2
404-3 Scope: All employees except cinema employees, internship contracts and governing bodies.
See Methodological Notes
Percentage of employees receiving regular performance evaluations and career development assessments
The NOS performance evaluation process is mandatory for all employees with the following exceptions: a) employees with less
– UNGC: 6
- SDG: 5, 8
than 3 months of seniority; b) employees with a long period of absence during the year. - CSC Article 508-G, Number 2, Subparagraph e)
The coverage rate for eligible employees was 100% in 2022.
The table below shows the translation of the rate compared to the total number of employees at the end of the year (31/12/2022).
Professional category Gender 2020 2021 2022
Technicians Men 99% 97% 95%
Women 97% 96% 96%
Total 98% 96% 95%
Managers Men 98% 95% 99%
Women 95% 88% 97%
Total 98% 93% 99%
Directors Men 100% 97% 100%
Women 100% 100% 100%
Total 100% 98% 100%
The figures for Women Managers and total and Men Directors and total for 2021 have been revised for correction.
Scope: All employees except cinema employees, internship contracts and governing bodies.

GRI3: MATERIAL TOPICS 2017
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
GRI 405: 2016 Diversity and Equal Opportunities
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.2.3.
Governance Model; 2.3.2 Our
development and value creation
strategy; 3.3. We Generate Value for
Our People; 4.1. Stakeholder
engagement and value creation to
4.2.2. Risk Management
CSC Article 508-G, Number 2, Subparagraph b)
and c)
405-1 Diversity in governing bodies and employees RIG: NOS in numbers; 2.2.3. UNGC: 6
Category Gender Age (years old) Governance Model; 3.3. We Generate SDG: 5, 8
Men Women <30 30 - 50 >50 Value for Our People CSC Article 508-G, Number 2, Subparagraph e)
Technician 794 ୧୦୧ 225 વેટવે 216
Manager 233 114 1 257 89
Director 39 17 0 34 22
Governing bodies 13 8 0 12
Directors, the Statutory Independent Audit Board, and the Board of the General Meeting. Scope: All employees with the exception of cinema employees and trainee contracts. The Governing Bodies consider the Board of
405-2 Ratio of base salary and remuneration between women and men
NOS chose not to report this indicator since the salaries are set based on experience and rot by gender. Thus,
for the same role and experience men and women earn the same basic salary level.
UNGC: 6
SDG: 5, 8
CSC Article 508-G, Number 2, Subparagraph e)
GRI 408: 2016 Child Labour GRI 406: 2016 Non-Discrimination
GRI 407: 2016 Freedom of Association and Collective Bargaining
GRI 409: 2016 Forced or Slave Labour
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.4.2. Ethical and
Responsible Supply Chain
Management; 4.2.1. How we manage
sustainability to 4.2.3. Ethics and
Conduct
CSC Article 508-G, Number 2, Subparagraph b)
and c)
406-1 Incidents of discrimination and corrective measures taken
No incidents of discrimination were recorded.
UNGC: 1, 6
SDG: 5, 8, 16
-CSC Article 508-G, Number 2
GRI3: MATERIAL TOPICS 2021
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
407-1
408-1
409-1
Operations and suppliers where freedom of association and of collective bargaining may be at risk
Operations and suppliers where there is a significant risk of child labour incidents
Operations and suppliers where there is a significant risk of slave or forced labour incidents
At NOS we are not aware of any situations of this nature, not even involving its supply chain. NOS guides its performance by
ethical principles and responsible business, respecting labour legislation. Additionally, it subscribes to several initiatives
that promote Human Rights. NOS requires similar conduct from its suppliers, through its Code of Ethics, applicable in the scope of
the provision of services to NOS, and the Sustainability Requirements for Suppliers and Partners.
RIG: 3.4.2. Ethical and Responsible
Supply Chain Management; 4.2.1. How
we manage sustainability to 4.2.3.
Ethics and Conduct
- 3,4,5
8,16
-
-CSC Article 508-G, Number 2
GRI 413: 2016 Local Communities
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.2.1. Leading the 5G
technology wave and expanding its
potential; 3.5.4. Promoting
sustainable innovation to 3.5.5.
Promoting inclusion and digital
literacy; 4.1. Stakeholder engagement
and value creation to 4.2.2. Risk
Management
-CSC Article 508-G, Number 2
413-1 Operations with local community involvement, impact assessments and development programs RIG: 3.2.1. Leading the 5G technology wave
and expanding its potential; 3.2.5. Products
and services with environmental and social
benefits; 3.2.9. Leadership in next
generation networks; 3.5.4. Promoting
sustainable innovation to 3.5.5. Promoting
inclusion and digital literacy
-CSC Article 508-G, Number 2
GRI 414: 2016 Suppliers Social Evaluation
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2. Our
development and value creation strategy;
3.4.2. Ethical andResponsible Supply Chain
Management); 4.2. Responsible
Management, to 4.2.2. Risk Management
CSC Article 508-G, Number 2, Subparagraph b)
and c)
414-1 New suppliers screened using social criteria.
The supplier evaluation for 2022 will take place of 2023. For the fifth consecutive year, it will include criteria
on Ethics, Environment and Occupational Health and Safety.
Additionally, a dedicated supplier ESG performance evaluation survey is under development started during 2022).
RIG: 3.4.2. Ethical and Responsible
Supply Chain Management
SDG: 1, 2, 3, 4, 5, 6

GRIB: MATERIAL TOPICS 20%
Disclosure / Response Location Notes and correspondence
Correspondences:
- UNGC Principles
- SDG
- Legal (CSC/ DL89/CVM)
GRI 415: 2016 Public Policies
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation strategy;
4.2. Responsible Management, to 4.2.3.
Ethics and Conduct
CSC Article 508-G, Number 2, Subparagraph b)
and c)
415-1 Political contributions
NOS assumes itself as a nonpartisan and apolitical organization. It does not support financially or in kind, under any circumstances,
political parties, organizations, or individuals associated with them whose mission is essentially political.
10
16
-
-CSC Article 508-G, Number 2
GRI 416: 2016 Customer Health and Safety
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.2.6. Safety in the use of
products and services; 4.2.
Responsible Management, to 4.2.2.
Risk Management; 4.2.5. Preventing
exposure and monitoring
electromagnetic fields
CSC Article 508-G, Number 2, Subparagraph b)
and c)
416-1 Assessment of the health and safety impacts of products and services RIG:4.2.5. Preventing exposure and
monitoring electromagnetic fields
SDG: 16
CSC Article 508-G, Number 2, Subparagraphe)
416-2 Incidents of non-compliance related to health and safety impacts caused by products and services
In the reporting period there is no record of such occurrences
SDG: 16
CSC Article 508-G, Number 2, Subparagraph e)
GRI 417: 2016 Information/Labelling of Products and Services
3-3 Material topics management RIG: 2.4.1 Recognitions; 2.3.2 Our
development and value creation
strategy; 3.2.7. Customer and Digital
Centric Excellence; 4.2. Responsible
Management, to 4.2.1. How we
manage sustainability
CSC Article 508-G, Number 2, Subparagraph b)
and c)
417-2 Incidents of non-compliance related to information/labelling of products and services
In the reporting period there is no record of such occurrences
3.2.6. Safety in the use of products
and services;
SDG: 16
CSC Article 508-G, Number 2, Subparagraph e)
417-3 Incidents of non-compliance related to marketing communications
In the reporting period there is no record of such occurrences
SDG: 16
CSC Article 508-G, Number 2, Subparagraph e)

-
-

SUBTITLE:

RGI - 2022 Integrated Management Report

RGS - 2022 Corporate Governance Report

DFC -2022 Consolidated Financial Statements

UNGC principles - United Nations Global Compact

SDG - Sustainable Development Goals

RGS - 2022 Corporate Governance Report

DL89 - Decree-Law no. 89/2017 of July 28th

CSC - Portuguese Companies Code | Amendments introduced by Decree-Law no. 89/2017 of July 28th

CVM - Portuquese Securities Market Code | Amendments introduced by Decree-Law no. 89/2017 of July 78th

6.2. Methodological Notes

201-1 Direct economic value generated and distributed

Economic value generated: The economic value generated is equivalent to the turnover and corresponds to the sum of the following parts: net sales; financial investment income; revenue from asset sales.

Distributed economic value: The economic value distributed is equivalent to the costs of procuring products, materials and services and corresponds to the following parts: operating costs; salaries and benefits to employees; payments to capital providers and shareholders; payments to governments; investments in the community (in the form of donations);

Accumulated economic value: The accumulated economic value corresponds to the difference between the economic value generated and the economic value distributed.

204-1 Proportion of expenses with local suppliers

For NOS, a national supplier is a Supplier with headquarters in the country of the NOS company. For example, for "NOS Sistemas Espanha," a Spanish supplier is a national supplier. Intragroup expenses are not considered.

401-1 New hires and employee net replacement

In calculating the admissions and net replacement rates the following formulas were used:

Admission rate: Number of admissions/total number of employees*

Net Replacement Rate: [((Entries-Exits) + Total number of employees*) /Total number of employees*]-1

*(as of December 31, of each year)

401-3 Return to work and employee retention rates

In calculating the rates of return to work and retention the following formulas were used:

Return rate: Total number of employees returning after the period of compulsory parental leave /Total number of employees that should return to work after compulsory parental leave) * 100

Retention rate: Total number of employees who returned to work after the period of compulsory parental leave and remain employed after 12 months /Total number of employees who returned to work after the period of compulsory parental leave in the previous period) * 100

403-9: Occupational accidents

403-10 Occupational diseases

Occupational accidents: for the purposes of accounting for work accidents that occurred in the reporting period, all accidents reported to the People and Organization Department are considered.

Days lost: Only working days are counted in the counting of days lost. The counting of lost days starts the day after the date of the accident.

Occupational diseases: For NOS, occupational diseases are related to the type of work developed by the employee and predictably they would be related to psychiatric leave, nervous exhaustion, tendinitis, and musculoskeletal injuries. For the purposes of reporting this indicator, are considered as occupational diseases those communicated and proven in the reporting year.

Absenteeism: number of working days lost, with the exception days and leaves decided by the company.

Accident rates: in calculating the accident rates the following calculation formulas were used

Frequency rate = (number of work accidents occurred in the reporting period / No. of workable hours) * 10000000

Lost Days Rate (specific indicator, non-GRI Standards 2018) = (number of lost working days related to work accident or occupational disease in the reporting period / No. of workable hours) * 1000000

Absenteeism rate (specific indicator, non-GRI Standards 2018) = number of working days lost due to absence / number of workable days

404-1 Average hours of training per year and per employee

In calculating the average number of training hours, per gender and organizational group, the following calculation formulas were used:

Average number of hours of training per employee: Total number of training hours/Total number of employees *

Average hours of training per gender (M / F): Total number of training hours per gender (M/F) / Total number of employees * per gender (M/F)

Average number of training hours per organizational group (M/F): Total number of training hours per organizational group / Total number of employees * in each organizational group

*(as of December 31, of each year)

302 - Energy consumption and energy efficiency

Total energy consumption - Total energy consumption of the NOS Group. Considers all forms of energy consumed by all activities of the NOS Group, in company facilities. It includes fossil fuel consumption (fleet, heat production in buildings and cinemas and emergency generators), consumption of electricity, heat and cold acquired from third parties (technical infrastructure, buildings, own stores, and fleet) and consumption of electricity from renewable self-production (micro-generation of electricity in mobile network sites and solar thermal energy in buildings). The indicator is expressed in Megawatt hours (MWh), using the most recent versions of conversion factors published by the Portuguese national authorities: Lower calorific value and fuel density ("Directorate-General for Energy and Geology ").

Data traffic - Total volume of data traffic associated with telecommunications services provided. Includes all mobile and fixed data.

Energy consumption of the telecommunications service per data traffic - Ratio between energy consumption of the telecommunications services provided, expressed in kWh, and associated data traffic, expressed in Terabyte (TB). Considers all forms of energy consumed in activities related to Telco service provision (fixed and mobile network and support activities - fleet, buildings, and stores), in NOS and third-party facilities (infrastructures under housing regime, leased facilities where energy costs are borne by the owner, and sites shared with other operators). Excludes consumption in Data Centres dedicated to data processing and storage services and in cinemas of the Audiovisuals & Cinema segment.

GRI 305 - Carbon footprint

Methodology - NOS' carbon footprint is accounted for according to The GHG Protocol Corporate Accounting and Reporting Standard - Revised Edition (2004), complemented with the guidelines contained in The GHG Protocol Scope 2 Guidance (2015), when accounting for Scope 2 emissions, and The GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2011), when accounting for Scope 3 emissions. The consolidation approach used is that of financial control. Emissions from NOS Madeira and NOS Acores operations for which it is not possible to obtain operational data are estimated based on the respective number of customers.

Greenhouse Gases (GHG) - GHGs included are carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), and fluorinated gases (hydrofluorocarbons - HFCs; Perfluorocarbons - PFCs, Sulphur Hexafluoride - SF6; Nitrogen Trifluoride - NF3). The results are converted into carbon dioxide equivalent (CO2e) usinq the Global Warming Potential (GWP) figures published in the Intergovernmental Panel on Climate Change Fourth Assessment Report.

1 INTEGRATED Management REPORT

Scope 1 emissions - Total direct emissions that occur at sources owned or controlled by NOS. Includes emissions associated with the fixed and mobile combustion of fossil fuels and fugitive emissions from cooling gases used in equipment.

Fossil fuels - Emissions calculated based on the fuel supplied and on conversion factors from the most recent edition of the Portuguese National Emissions Inventory (Portuguese Environment Agency). For road diesel and gasoline, the most recent information on the rate of incorporation of biofuels (biodiesel and bioethanol, respectively) in the fuel sold in Portugal is used.

Fluorinated gases - Emissions calculated by applying GWP values, specific for each type of gas, to the quantities emitted. The quantity emitted is considered equal to the quantity consumed to replenish leaks.

Scope 2 emissions - Total emissions associated with the production of final energy purchased from third parties and consumed at NOS facilities and equipment. Includes emissions associated with purchased electricity, heat and cold.

Electricity - Emissions calculated based on electricity invoiced. Calculation according to the Location Based Method uses the conversion factor representing the average carbon content of electricity from the electrical grid in Portugal, according to the most recent data published by the European Environment Agency (data relating to electricity production in year n-1). Calculation according to the Market Based Method uses the specific conversion factor of the carbon content of the electricity suppliers during the reporting year, calculated on the basis of the most recent information available at the time.

Thermal energy - Emissions calculated on the basis of invoiced thermal energy (heat and cold). The calculation uses the specific conversion factor of one of the two thermal energy suppliers. This factor is considered representative of the entire supply, given the similarity of the fuel (natural gas) and technology (cogeneration) used.

Scope 3 emissions - Total emissions associated with third-party activities in NOS' value chain, upstream and downstream of the company's own activities.

Purchased goods and services (category 1) - Emissions from the extraction of raw materials and production of purchased goods and services in the reporting year. The calculation uses Life Cycle Assessment (LCA) data - manufacturer-specific or representative of the type of equipment - for customer equipment, industry representative data for services provided by other operators, industry proxies for media content production, and Environmentally Extended Input-Output (EEIO) tables for the remaining categories of goods and services.

Capital goods (category 2) - Emissions from the extraction of raw materials and the production of fixed assets acquired in the reporting year. The calculation uses representative LCA data for capitalized customer equipment and EEIO tables for the remaining categories.

Energy related emissions, not included in scope 1 and 2 (category 3) - Upstream emissions (extraction, refining and transport) in the life cycle of fossil fuels, electricity and thermal energy consumed and emissions from the production of electricity lost in the transmission and distribution network. The calculation uses reference ACV emission factors and national values for T&D losses in Portugal and for the location-based emission factor.

Upstream and downstream logistics and distribution (categories 4 and 9) - Emissions from subcontracted logistics and distribution. It includes emissions from electricity consumption in the logistics centre and transport of customer equipment to the store network and to the customer's premises (direct and reverse logistics). It accounts for both transports paid for by NOS (category 4) and transport paid for by customers and partners (category 9). The calculation uses specific activity data (weights carried, distances travelled and vehicle type) and specific emission factors by vehicle type.

Waste generated in the operation (category 5) - Emissions from the disposal and treatment of waste and wastewater generated in the own operation. The calculation uses reference emission factors and excludes emissions from recycling and energy recovery operations, allocated to the recycling and energy sectors, respectively. Does not include transport to treatment units.

Business travel (category 6) - Emissions from employee missions in third-party vehicles (airplane, train, and taxi). The calculation uses information on distances travelled and number of passengers and reference emission factor by transportation mode. Air travel emissions include Radiative Force Index.

Employee Commuting (category 7) - Emissions from employee commuting in non-company vehicles. The calculation uses specific data on the mobility patterns of NOS employees, obtained through surveys, and emission factors representative of each transportation mode.

Energy consumption at third-party facilities (category 8) - Emissions from electricity consumption in company-owned equipment at third-party facilities (shared sites of other operators, rented premises and equipment in housing). The calculation uses estimates of electricity consumption based on similar equipment and location-based emission factors.

Use of products (category 11) – Emissions from electricity consumption, over the entire useful life, of customer equipment, in the mobile and fixed seqments, sold or installed by the company in the reporting year. The calculation uses data representative of energy consumption, useful life, logistical process, and usage patterns of equipment sold each year, and location-based emission factors. Does not include

energy consumption in equipment used by the customer to use the services provided by NOS, but which were not sold or installed by the company.

End of life treatment of sold products and packaging (category 12) - Emissions from the treatment, at the respective end of life, of the waste from customer equipment sold or installed in the reporting year, and respective packaging. The calculation considers recovery rates, in Portugal, of electric and electronic equipment (category 6) and packaging, and reference emission factors. Excludes emissions from recycling and energy recovery operations, allocated to the recycling and energy sectors, respectively.

Franchised stores (category 14) - Emissions from electricity consumed in stores managed by third parties, under franchising. The calculation uses consumption estimates - based on average consumption by area at NOS owned stores and the total area of the franchised store network - and location-based emission factors.

Investments (category 15) - Scope 1 and 2 emissions, in the % of share capital held, of associated companies and joint ventures, not consolidated financially using the full consolidation method. The calculation uses estimates based on the NOS ratio of emissions per revenue for associates in the telecommunications sector and EEIO tables for the others. Associated companies and joint ventures where NOS is the largest customer are excluded, since emissions associated with the purchase of qoods and services are already accounted for in categories 1 and 2.

Category 10 (processing of sold products) and category 13 (leasing of assets to third parties) are not applicable, as NOS does not sell intermediate products and does not lease assets to third parties.

ELECTROMAGNETIC FIELDS

Radiation exposure threshold values - Maximum value of power density allowed for exposure to the electromagnetic field, depending on the frequency under analysis, according to Ordinance No. 1421/2004 of November 23rd, which follows the Council Recommendation 1999/519/EC of 12th July and Regulation No. 86/2007.

COMPLIANCE INDICATORS - NON-CONFORMITIES

For the purpose of reporting this indicator all legal proceeding, which resulted in the application to NOS of any sanctions for non-compliance with laws or resolutions issued by the regulatory authority, were considered.

6.2.1. Methodological Notes | Environment

302 - ENERGY CONSUMPTION AND ENERGY EFFICIENCY

Total energy consumption - Total energy consumption of the NOS Group. Considers all forms of energy consumed by all activities of the NOS Group, in company facilities. It includes fossil fuel consumption (fleet, heat production in buildings and cinemas and emergency generators), consumption of electricity, heat and cold acquired from third parties (technical infrastructure, buildings, own stores, and fleet) and consumption of electricity from renewable self-production (micro-generation of electricity in mobile network sites and solar thermal energy in buildings). The indicator is expressed in Megawatthours (MWh), using the most recent versions of conversion factors published by the Portuguese national authorities: Lower calorific value and fuel density ("Directorate-General for Energy and Geology").

Data traffic - Total volume of data traffic associated with telecommunications services provided. Includes all mobile and fixed data.

Energy consumption of the telecommunications service per data traffic - Ratio between energy consumption of the telecommunications services provided, expressed in kWh, per associated data traffic, expressed in Terabyte (TB). Considers all forms of energy consumed in activities related to Telco service provision (fixed and mobile network and support activities - fleet, buildings, and stores), in NOS and third-party facilities (infrastructures under housing regime, leased facilities where energy costs are borne by the owner, and sites shared with other operators). Excludes consumption in Data Centres dedicated to data processing and storage services and in cinemas of the Media & Entertainment segment.

GRI 305 - CARBON FOOTPRINT

Methodology - NOS' carbon footprint is accounted according to The GHG Protocol Corporate Accounting and Reporting Standard - Revised Edition (2004) methodology, complemented with the guidelines contained in The GHG Protocol Scope 2 Guidance (2015), when accounting for Scope 2 emissions, and The GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2011), when accounting for Scope 3 emissions. The consolidation approach used is that of financial control. Emissions from NOS Madeira and NOS Acores operations for which it is not possible to obtain operational data are estimated based on the respective number of customers.

1 INTEGRATED Management REPORT

Greenhouse Gases (GHG) - GHGs included are carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), and fluorinated gases (hydrofluorocarbons - HFCs; Perfluorocarbons - PFCs, Sulphur Hexafluoride - SF6; Nitrogen Trifluoride - NF3). The results are converted into carbon dioxide equivalent (CO2e) using the Global Warming Potential (GWP) figures published in the Intergovernmental Panel on Climate Change Forth Assessment Report.

Scope 1 emissions - Total direct emissions that occur at sources owned or controlled by NOS. Includes emissions associated with the fixed and mobile combustion of fossil fuels and fuqitive emissions from cooling gases used in equipment

Fossil fuels - Emissions calculated based on the fuel supplied and on conversion factors from the most recent edition of the National Emissions Inventory ("Portuguese Environment Agency"). For road diesel and gasoline, the most recent information on the rate of incorporation of biofuels (biodiesel and bioethanol, respectively) in the fuel sold in Portugal is used.

Fluorinated gases - Emissions calculated by applying GWP values, specific for each type of gas, to the quantities emitted. The quantity emitted is considered equal to the quantity consumed to replenish leaks.

Scope 2 emissions - Total emissions associated with the production of final energy purchased from third parties and consumed at NOS' facilities and equipment. Includes emissions associated with purchased electricity, heat and cold.

Electricity - Emissions calculated based on electricity invoiced. Calculation according to the Location Based Method uses the conversion factor representing the average carbon content of electricity from the electrical grid in Portugal, according to the most recent data published by the European Environment Agency (data relating to electricity production in year n-1). Calculation according to the Market Based Method uses the specific conversion factor of the carbon content of the electricity supplied by suppliers during the reporting year, calculated on the basis of the most recent information available at the time.

Thermal energy - Emissions calculated on the basis of invoiced thermal energy (heat and cold). The calculation uses the specific conversion factor of one of the two thermal energy suppliers. This factor is considered representative of the entire supply, given the similarity of the fuel (natural gas) and technology (cogeneration) used.

Scope 3 emissions - Total emissions associated with third-party activities in NOS' value chain, upstream and downstream of the company's own activities

Purchased goods and services (category 1) - Emissions from the extraction of raw materials and production of purchased goods and services in the reporting year. The calculation uses Life Cycle Assessment (LCA) data - manufacturer-specific or representative of the type of equipment - for customer equipment, industry representative data for services provided by other operators, industry proxies for media content production, and Environmentally Extended Input-Output (EEIO) tables for the remaining categories of goods and services.

Capital goods (category 2) - Emissions from the extraction of raw materials and the production of fixed assets acquired in the reporting year. The calculation uses representative LCA data for capitalized customer equipment and EEIO tables for the remaining categories.

Energy related emissions, not included in scope 1 and 2 (category 3) - Upstream emissions (extraction, refining and transport) in the life cycle of fossil fuels, electricity and thermal energy consumed and emissions from the production of electricity lost in the transmission and distribution network. The calculation uses reference ACV emission factors and national values for T&D losses in Portugal and for the location-based emission factor.

Upstream and downstream logistics and distribution (categories 4 and 9) - Emissions from subcontracted logistics and distribution. It includes emissions from electricity consumption in the logistics centre and transport of customer equipment to the store network and to the customer's premises (direct and reverse logistics). It accounts for both transports paid for by NOS (category 4) and transport paid for by customers and partners (category 9). The calculation uses specific activity data (weights carried, distances travelled and vehicle type) and specific emission factors by vehicle type.

Waste generated in the operation (category 5) - Emissions from the disposal and treatment of waste and wastewater generated in the own operation. The calculation uses reference emission factors and excludes emissions from recycling and energy recovery operations, allocated to the recycling and energy sectors, respectively. Does not include transport to treatment units.

Business travel (category 6) - Emissions from employee missions in third-party vehicles (airplane, train, and taxi). The calculation uses information on distances travelled and number of passengers and a reference emission factor. Air travel emissions include Radiative Force Index.

Employee Commuting (category 7) - Emissions from employee commuting in non-company vehicles. The calculation uses specific data on the mobility patterns of NOS employees, obtained through surveys, and emission factors representative of each transport mode.

Energy consumption at third-party facilities (category 8) - Emissions from electricity consumption in company-owned equipment at third-party facilities (shared sites of other operators, rented premises and

1 INTEGRATED Management REPORT

equipment in housinq). The calculation uses estimates of electricity consumption based on similar equipment and location-based emission factors.

Use of sold products (category 11) - Emissions from electricity consumption, over the entire useful life, of customer equipment, in the mobile and fixed segments, sold or installed by the company in the reporting year. The calculation uses data representative of energy consumption, useful life, logistical process, and usage patterns of equipment sold each year, and location-based emission factors. Does not include energy consumption in equipment used by the customer to use the services provided by NOS, but which were not sold or installed by the company.

End of life treatment of sold products and packaging (category 12) - Emissions from the treatment, at the respective end of life, of the waste from customer equipment sold or installed in the reporting year, and respective packaging. The calculation considers recovery rates, in Portugal, of electric and electronic equipment (category 6) and packaging, and reference emission factors. Excludes emissions from recycling and energy recovery operations, allocated to the recycling and energy sectors, respectively.

Franchised stores (category 14) - Emissions from electricity consumed in stores managed by third parties, under franchising. The calculation uses consumption estimates - based on average consumption by area at NOS owned stores and the total area of the franchised store network - and location-based emission factors.

Investments (category 15) - Scope 1 and 2 emissions, in the % of share capital held, of associated companies and joint ventures, not consolidated financially using the full consolidation method. The calculation uses estimates based on the NOS ratio of emissions per revenue for associates in the telecommunications sector and EEIO tables for the others. Associated companies and joint ventures where NOS is the largest customer are excluded, since emissions associated with the purchase of qoods and services are already accounted for in categories 1 and 2.

Category 10 (processing of sold products) and category 13 (leasing of assets to third parties) are not applicable, as NOS does not sell intermediate products and does not lease assets to third parties.

TCFD Recommendation NOS Disclosure
Recommendation Recommended disclosure Information disclosed by NOS Reference
Governance
Disclose the organization's
governance model for climate
a) Describe the process of monitoring climate
risks and opportunities, at the level of the
Board of Directors
Our response to the CDP Climate Change questionnaire details the
responsibilities and processes of climate supervision at the NOS Board of
Directors level, including the existence of specific responsibilities on the topic.
Response to 2022 CDP Climate Change - C1.1, C1.1a, C1.1b, C1.1d
2022 Integrated Management Report - sections 4.2.1, 2.2.3, 4.1.1
risks and opportunities In the Integrated Management Report, we present how we are organised to
manage sustainability issues, in a global manner, including the Board of
Directors' role in the process.
b) Describe the role of management in Our response to the CDP Climate Change questionnaire details the climate Response to 2022 CDP Climate Change - C1.2, C1.2a
assessing and managing climate risks and
opportunities
assessment and management responsibilities and processes, at the
management level immediately below the NOS Board of Directors.
2022 Integrated Management Report - section 4.2.1
In the Integrated Management Report, we present how we are organised to
manage sustainability issues, in a global manner, including the senior
management role in the process.
Strategy a) Describe the identified climate risks and
opportunities in the short, medium, and long
In the response to the CDP Climate Change questionnaire, we annually
disclose the characterisation of the climate risks (physical and transition) and
Response to 2022 CDP Climate Change - C2.1, C2.1a, C2.1b, C2.3,
C2.3a, C2.4, C2.4a
Disclose the actual and potential
impact of climate risks and
opportunities on business
strategy and financial planning, to
term opportunities that we have identified, including the respective drivers,
estimated potential financial impact, response mechanisms and response
costs.
2022 Integrated Management Report - section 4.2.2
the extent that this information is
material
In the Integrated Management Report, we present the most relevant risks and
opportunities identified each year, including the climate change risks and
opportunities included in the ESG category.
b) Describe the impact of climate risks and
opportunities on business strategy and
Our response to the CDP Climate Change questionnaire details how the
climate risks and opportunities we have identified influence our business
Response to 2022 CDP Climate Change - C3.1, C3.3, C3.4, C3.5,
C3.5a
financial planning strategy (in terms of the products and services we place on the market, our
own operation, and the value chain) and the way we plan resources (in terms
of revenues, capital costs and operating costs).
2022 Integrated Management Report - sectionn2.3.2
The Integrated Management Report presents the NOS Next Generation 2021-
2025 business strategy and its integration with ESG topics, including those
related to climate.
TCFD Recommendation NOS Disclosure
Recommendation Recommended disclosure Information disclosed by NOS Reference
c) Describe the resilience of the
organization's strategy considering different
climate scenarios, including 2°C or lower
scenarios
At the end of 2022, we began a detailed risk and opportunities assessment
process under various climate scenarios, which will allow a full assessment of
the resilience of our business strategy under various scenarios of physical,
regulatory and market consequences of climate change.
Response to 2022 CDP Climate Change - C3.2
2022 Integrated Management Report - section 3.5.1
Risk Management
Disclose how the organization
identifies, assesses, and manages
climate risks
a) Describe the processes for identifying and
assessing climate risks
Our response to the CDP Climate Change questionnaire details the
responsibilities and processes we have implemented to manage climate risks
and opportunities (identification, assessment, and management) and how
they are integrated into the NOS risk management model.
Response to 2022 CDP Climate Change - C2.1, C2.1a, C2.1b, C2.2,
C2.2a
2022 Integrated Management Report - section 4.2.2
b) Describe climate risk management
processes
The Integrated Management Report details our global risk management
model, including its methodology and processes, and how it covers climate
risks and opportunities.
Response to 2022 CDP Climate Change - C2.1, C2.1a, C2.1b, C2.2,
C2.2a
2022 Integrated Management Report - section 4.2.2
c) Describe how climate risk identification,
assessment and management processes are
integrated into the organization's global risk
management model
Response to 2022 CDP Climate Change - C2.1, C2.2
2022 Integrated Management Report - section 4.2.2
Indicators and targets
Describe the indicators and
targets used to assess and
manage climate-relevant risks
and opportunities, to the extent
that this information is material
a) Describe the indicators used to assess
climate risks and opportunities, in line with
the risk management strategy and process
The Integrated Management Report provides detailed information on the
indicators we use to monitor our climate performance and thus manage risks
and maximise the associated opportunities. These indicators include GHG
emissions metrics (absolute emissions, by scope), energy efficiency (energy
consumption per data traffic), renewable electricity consumption and
emissions avoided by the use of our products and services. We also present
financial indicators associated with activities that contribute significantly to
climate change mitigation and adaptation objectives.
2022 Integrated Management Report - sections 3.5.1, 3.5.2, 3.5.6
Response to 2022 CDP Climate Change - C61, C6.2, C6.3, C6.10, C8,
C9, C4.3, C4.5, C3.5, C1.3, C1.3a
Our response to the CDP Climate Change questionnaire also presents
indicators for emissions, energy, avoided emissions and other relevant
environmental issues, as well as financial indicators of climate transition,
namely turnover associated with low carbon products and services and costs
(operational and investment) for reducing the carbon intensity of our
operation. It also includes information on the integration of climate
performance metrics in remuneration policies.
b) Disclose scope 1, 2 and, if relevant, scope 3
greenhouse gas (GHG) emissions and
associated risks
The Integrated Management Report discloses the NOS carbon footprint,
including scope 1 and 2 emissions and all applicable categories of scope 3
2022 Integrated Management Report - section 3.5.1
Response to 2022 CDP Climate Change - C5.3, C6.1, C6.2, C6.3,
C6.5, C10.1

<-- PDF CHUNK SEPARATOR -->

TCFD Recommendation NOS Disclosure
Recommendation Recommended disclosure Information disclosed by NOS Reference
emissions. Quantification follows The GHG Protocol methodology and results
are subject to independent external verification.
Our response to the CDP Climate Change questionnaire also discloses these
results.
c) Describe the targets set to manage climate The Integrated Management Report discloses the quantitative targets we set 2022 Integrated Management Report - section 3.5.1
risks and opportunities and the performance
on those targets
for each of our energy and emissions indicators, as well as annual performance
against these targets.
Response to 2022 CDP Climate Change - C4.1, C4.1a, C4.2, C4.2a,
C4.2b. C4.2c
Our emissions reduction targets (scope 1, 2 and scope 3) are recognised as
Science-Based Targets by the Science Based Target initiative. In 2022, NOS
has committed to also submit its Net-Zero Target 2040 to SBTi for approval.
Our response to the CDP Climate Change questionnaire also includes these
targets and their performance

1 Integrated management Report

6.4 Glossary

%: Percentage AdC - Portuguese Competition Authority ACV: Life cycle analyses DNA: Deoxyribonucleic Acid ANACOM: Portuguese Communications Authority ANEPC: Portuguese Civil Protection and Emergency Authority ANFR: L'Agence Nationale des Fréquences APA: Portuguese Environment Agency, I.P. APAN: Portuquese Advertisers Association APCC: Portuguese Association of Contact Centres API: Application Programming Interface App: Application APRITEL: Portuguese Association of Electronic Communications Operators ARPU: Average revenue per unit ASF: Insurance and Pension Funds Supervisory Authority AV: Audiovisual AVAC: Heating, Ventilation and Air Conditioning AVMS: Audiovisual Media Services AWS: Amazon Web Services B2B: Business to Business B2C: Business to Consumer ECB: European Central Bank BCM: Business Continuity Management BCSD: Business Council for Sustainable Development BEREC: Body of European Regulators of Electronic Communications BIA: Business Impact Analysis BoD: Board of Directors CAPEX: Capital expenditures CCO: Chief Compliance Officer CDADC: Copyright and Related Rights Code CDP: Disclosure, Insight Action EC: Executive Committee EECC: European Electronic Communications Code EMF: Electromagnetic Fields CENELEC: European Committee for Electrotechnical Standardization

CEO: Chief Executive Officer CFEI: Extraordinary Investment Tax Credit CFO: Chief Financial Officer CH4: Methane CISO: Chief Information Security Officer CLC: Statutory Auditors CMVM: Portuguese Securities Market Commission CNCS: National Cyber-security Centre CNPD - National Data Protection Commission CO2: Carbon Dioxide CSA: Corporate Sustainability Assessment (S&P) CSC: Portuguese Companies Code CSI: Solidarity Supplement for the Elderly CTO: Chief Technology Officer CVM: Portuguese Securities Commission DDoS: Distributed Denial of Service DECO: Portuguese Association for Consumer Protection DESI: Digital Economy and Society Index DFC: Controlled Financial Statements DGEEC: Directorate-General for Education and Science Statistics DL: Decree-Law DNS: Domain Name System DOCSIS: Data Over Cable Service Interface Specifications DPO: Data Protection Officer DVD: Digital Versatile Disc DWDM: Dense Wavelength Division Multiplexing DWP: Digital With Purpose EBITDA: Earnings before interest, taxes, depreciation, and amortization E-Cycle: EEA Producers Association EEIO: Environmentally Extended Input-Output EGDC: European Green Digital Coalition PPE: Personal Protective Equipment ERC: Portuguese Regulatory Authority for the Media ECL: Electronic Communications Law ERDS: Electronic Report Deliverable Submission ERM: Enterprise Risk Management ESG: Environmental, Social and Governance

1 Integrated management Report

NF3: Nitrogen Trifluoride NG-FWaaS: Next Generation Firewall as a Service NPS: Net Promoter Score N2O: Nitrous Oxide SDGs: United Nations Sustainable Development Goals OFCOM: Office of Communications (United Kingdom) ILO: International Labour Organisation WHO: World Health Organisation OPEX: Operational Expenditure OTT: Over the Top players P&S: Products & Services GWP: Global Warming Potential PC: Personal Computer COB: Chairman of the Board of Directors PFCs: Perfluorocarbons PIA: Privacy Impact Assessments GDP: Gross Domestic Product PME: Small and medium-sized enterprises P.p.: Percentage point PPA: Power Purchase Agreement PSI: Information Security Policy PUE: Power Usage Effectiveness PWIT: Portuguese Women in Tech RA: Risk Assessment RAN - Radio Access Network RAT: Processing activity log RCIC: Risks of Corruption and Related Offences RCN: Compliance Officer REEE: Waste of Electrical and Electronic Equipment GDPR: General Data Protection Requlation RGU: Revenue generating unit ROC: Statutory Auditor RPA: Robotic Process Automation RSI: Social Integration Income S&P: Standard & Poor's S.A: Joint Stock Company SBE: School of Business & Economics

SBT: Science Based Target SBTi: Science Based Targets initiative SD-WAN: Software-defined Wide Area Network SF6: Sulphur Hexafluoride IMS: Integrated Management System SGPS: Holding Company IS - Information Systems SIFIDE: System of Tax Incentives for Research and Business Development SIRSCE: Regulation on the security and integrity of electronic communications networks and services SL Benfica: Sport Lisboa e Benfica SLLP: Sustainability Linked Loan Principles SMS: Short Message Service SOC - Security Operations Centre SROC: Statutory Audit Firm OHS: Occupational Health and Safety STEM: Science, Technology, Engineering, Mathematics SVoD: Video On Demand Subscription t: Tonne TB: Terabyte TCFD: Task Force on Climate-Related Financial Disclosures tCO2e: tonnes of CO2 equivalent IT - Information Technologies ICT - Information and Communication Technologies TJUE- European Court of Justice TV: Television UA: Aveiro University UE: European Union UNGC: United Nations Global Compact VDI: Virtual Desktop Infrastructure VHCN: Very High-Capacity Networks VLE: Maximum Emission Threshold VoC: Voice of the Customer VOD: Video On Demand VoLTE: Voice over LTE (Long-Term Evolution) VPN: Virtual Private Network Vs: Versus WDM: Wavelength Division Multiplexing

02 CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of the financial position

AT 31 DECEMBER 2021 AND 2022

(Amounts stated in thousands of euros)

NOTES 31-12-2021 31-12-2022
ASSETS
NON - CURRENT ASSETS:
Tangible assets 8 1,041,100 1,107,052
Investment property 621 514
Intangible assets 9 1,205,031 1,209,558
Contract costs 10 162,118 160,594
Rights of use 11 236,063 297,723
Investments in jointly controlled companies and associated companies 12 18,091 38,961
Accounts receivable - other 13 5,914 4,758
Tax receivable 14 149 369
Other financial assets non-current 15 2,074 5,248
Deferred income tax assets 16 81,390 89,554
Derivative financial instruments 21 361 11,249
TOTAL NON - CURRENT ASSETS 2,752,912 2,925,580
CURRENT ASSETS:
Inventories 17 44,014 67,223
Accounts receivable - trade 18 323,934 319,441
Contract assets 19 61,764 60,095
Accounts receivable - other 13 18,392 16,632
Tax receivable 14 2,538 6,906
Prepaid expenses 20 44,878 52,232
Derivative financial instruments 21 61
Cash and cash equivalents 22 10,902 15,215
TOTAL CURRENT ASSETS 506,483 537,744
TOTAL ASSETS 3,259,395 3,463,324
NOTES 31-12-2021 31-12-2022
SHAREHOLDER'S EQUITY
Share capital 23.1 5,152 855,168
Capital issued premium 23.2 854,219 4,202
Own shares 23.3 (12,353) (15,968)
Legal reserve 23.4 1,030 1,030
Other reserves and accumulated earnings 23.4 (35,586) (22,914)
Net Income 144,159 224,574
EQUITY BEFORE NON - CONTROLLING INTERESTS 956,621 1,046,092
Non-controlling interests 24 6,379 6,251
TOTAL EQUITY 963,000 1,052,343
LIABILITIES
NON - CURRENT LIABILITIES:
Borrowings 25 1,275,541 1,210,181
Provisions 26 82,516 81,267
Accounts payable - other 30 38,502 42,128
Accrued expenses 27 497
Deferred income 28 4,230 2,824
Deferred income tax liabilities 3.2 & 16 47,326 50,125
TOTAL NON - CURRENT LIABILITIES 1,448,612 1,386,525
CURRENT LIABILITIES:
Borrowings 25 301,068 427,453
Accounts payable - trade 29 279,993 253,355
Accounts payable - other 30 35,639 53,789
Tax payable 3.2 & 14 19,359 38,842
Accrued expenses 27 175,784 212,430
Deferred income 28 35,603 38,190
Derivative financial instruments 21 337 397
TOTAL CURRENT LIABILITIES 847,783 1,024,456
TOTAL LIABILITIES 2,296,395 2,410,981
TOTAL LIABILITIES AND SHAREHOLDER 'S EQUITY 3,259,395 3,463,324

The Notes to the Financial Statements form an integral part of the consolidated statement of financial position as at 31 December 2022.

The Chief Accountant

Consolidated statement of income by nature

FOR THE FINANCIAL YEARS ENDED ON 31 DECEMBER 2021 AND 2022

(Amounts stated in thousands of euros)

NOTES 4º QUARTER 21 12M 21 4º QUARTER 22 12M 22
REVENUES:
Services rendered 336,097 1,295,248 350,298 1,362,741
Sales 42,295 109,186 38,319 128,044
Other operating revenues 6,990 25,865 8,892 30,222
31 385,382 1,430,299 397,509 1,521,007
COSTS, LOSSES AND GAINS:
Wages and salaries 32 20,956 82,036 22,861 85,898
Direct costs 33 91,261 339,179 99,072 345,019
Costs of products sold 34 39,851 99,075 34,710 114,562
Marketing and advertising 16,803 28,621 16,906 34,748
Support services રે રે 23,737 84,857 24,967 83,466
Supplies and external services 35 39,461 137,220 37,722 155,238
Other operating losses / (gains) 152 518 163 798
Taxes 7,663 31,153 8,178 34,985
Provisions and adjustments 36 5,262 9,679 1,991 15,233
Depreciation, amortisation and impairment losses 8,9,10,11 & 38 106,663 419,467 135,331 480,887
Reestructuring costs 39 1,799 8,539 2,438 4,001
Losses / (gains) on sale of assets, net 8 & 9 261 19 (25,876) (100,423)
Other losses / (gains) non recurrent net 40 388 1,279 (215) (3,613)
354,257 1,241,642 358,248 1,250,799
INCOME BEFORE LOSSES / (GAINS) PARTICIPATED
COMPANIES, FINANCIAL RESULTS AND TAXES
31,125 188,657 39,261 270,208
Net losses / (gains) of affiliated companies 12 & 37 1,140 (3,601) (5,148) (22,123)
Financial costs 41 9,172 34,118 8,044 31,578
Net foreign exchange losses / (gains) (26) (631) 624 224
Net losses / (gains) on financial assets 3 12 6 103
Net other financial expenses / (income) 41 738 3,123 778 3,319
11,027 33,021 4,304 13,101
INCOME BEFORE TAXES 20,098 155,636 34,957 257,107
Income taxes 16 (3,915) 11,783 1,687 32,663
NET CONSOLIDATED INCOME 24,013 143,853 33,270 224,444
ATTRIBUTABLE TO:
NOS Group Shareholders 24,138 144,159 33,293 224,574
Non-controlling interests 24 (124) (306) (23) (130)
EARNINGS PER SHARES
Basic - euros 42 0.05 0.28 0.07 0.44
Diluted - euros 42 0.05 0.28 0.07 0.44

The Notes to the Financial Statements form an integral part of the consolidated statement of income by nature for the financial year ended on 31 December 2022.

The Chief Accountant

The Board of Directors

Consolidated statement of comprehensive income

FOR THE FINANCIAL YEARS ENDED ON 31 DECEMBER 2021 AND 2022

(Amounts stated in thousands of euros)

NOTES 4° QUARTER 21 12M 21 4º QUARTER 22 12M 22
NET CONSOLIDATED INCOME 24.013 143.853 33.270 224.444
OTHER INCOME
ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO THE INCOME STATEMENT:
Accounting for equity method 12 791 2,341 (9,317) (178)
Fair value of interest rate swap 21 10 40 1,310 10,957
Deferred income tax - interest rate swap 21 (3) (9) (294) (2,465)
Fair value of equity swaps 21 (44) 390 186
Deferred income tax - equity swap 21 10 (88) (42)
Fair value of exchange rate forward 21 89 317 (3,559) 251
Deferred income tax - exchange rate forward 21 (26) (92) 1,028 72
Currency translation differences and others 445 411 805 688
INCOME RECOGNISED DIRECTLY IN EQUITY 1,272 3,310 (10,027) 8,977
TOTAL COMPREHENSIVE INCOME 25,285 147,163 23,243 233,421
ATTRIBUTABLE TO:
NOS Group Shareholders 25,409 147,469 23,266 233,551
Non-controlling interests (124) (306) (23) (130)
25,285 147,163 23,243 233,421

The Notes to the Financial Statements form an integral part of the consolidated statement of comprehensive income

for the financial year ended on 31 December 2022.

The Chief Accountant

The Board of Directors

Consolidated statement of changes in shareholder's equity

FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2021 AND 2022

(Amounts stated in thousands of euros)

ATTRIBUTABLE TO NOS GROUP SHAREHOLDERS
NOTES SHARE CAPITAL CAPITAL ISSUED
PREMIUM
OWN SHARES LEGAL RESERVE OTHER RESERVES NET INCOME NON - CONTROLLING
INTERESTS
TOTAL
BALANCE AS AT 1 JANUARY 2021 5,152 854,219 (14,859) ,030 12,007 92,000 6,685 956,234
Result appropriation
Transfers to reserves 92,000 (92,000)
Dividends paid 23.4 (142,376) (142,376)
Aquisition of own shares 23.3 (2,069) (2,069)
Distribution of own shares:
Distribution of own shares - share incentive scheme 23.3 3,977 (3,977)
Distribuition of own shares - other remunerations 23.3 298 (138) 460
Share Plan - costs incurred in the period and others 3,588 3,588
Comprehensive Income 3,310 144,159 (306) 147,163
BALANCE AS AT 31 DECEMBER 2021 5,152 854,219 (12,353) ,030 (35,586) 144,159 6,379 963,000
BALANCE AS AT 1 JANUARY 2022 5,152 854,219 (12,353) ,030 (35,586) 144,159 6,379 963,000
Result appropriation
Transfers to reserves 144,159 (144,159)
Dividends paid 23.4 (142,357) (142,357)
Share capital increase by incorporation of share premium 23.2 850,016 (850,016)
Aquisition of own shares 23.3 (7,087) (7,087)
Distribution of own shares:
Distribution of own shares - share incentive scheme 23.3 - 3,186 (3,186)
Distribuition of own shares - other remunerations 23.3 286 (14) 272
Share Plan - costs incurred in the period and others 47 5,093 5,095
Comprehensive Income 8,977 224,574 (130) 233,421
Others (1) (1)
BALANCE AS AT 31 DECEMBER 2022 855,168 4,202 (15,968) 1,030 (22,914) 224,574 6,251 1,052,343

The Notes to the Financial Statements form an interest of changes in shareholders' equity for the financial year ended on 31 December 2022. The Chief Accountant The Board of Directors

Consolidated statement of cashflows

FOR THE FINANCIAL YEARS ENDED ON 31 DECEMBER 2021 AND 2022

(Amounts stated in thousands of euros)

NOTAS 12M 21 12M 22
OPERATING ACTIVITIES
Collections from clients 1,642,771 1,805,986
Payments to suppliers (820,060) (953,908)
Payments to employees (113,771) (107,520)
Receipts / (Payments) relating to income taxes (712) (27,613)
Other cash receipts / (payments) related with operating activities (2,090) (74,523)
CASH FLOW FROM OPERATING ACTIVITIES (1) 706,138 642,422
INVESTING ACTIVITIES
CASH RECEIPTS RESULTING FROM
Financial investments 44.1 1,072 1,100
Tangible assets 1,976 136,317
Intanqible assets র্ব 1
Interest and related income 3,718 5,839
6,770 143,257
PAYMENTS RESULTING FROM
Financial investments 44.2 (1,469) (3,147)
Tanqible assets (271,223) (226,574)
Intangible assets and contract costs (406,079) (244,377)
(678,771) (474,098)
CASH FLOW FROM INVESTING ACTIVITIES (2) (672,001) (330,841)
FINANCING ACTIVITIES
CASH RECEIPTS RESULTING FROM
Borrowings 288,000 478,693
288,000 478,693
PAYMENTS RESULTING FROM
Borrowings (199,833) (520,533)
Lease rentals (principal) (78,270) (79,877)
Interest and related expenses (40,507) (42,520)
Dividends 23.4 (142,376) (142,357)
Aquisition of own shares 23.3 (2,069) (7,087)
(463,055) (792,374)
CASH FLOW FROM FINANCING ACTIVITIES (3) (175,055) (313,681)
Change in cash and cash equivalents (4)=(1)+(2)+(3) 44.3 (140,918) (2,100)
Effect of exchange differences 74 0
Cash and cash equivalents at the beginning of the year 151,015 10,170
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 22 10,171 8,079

The Notes to the Financial Statements form an integral part of the consolidated statement of cash flows for the financial year ended on 31 December 2022.

The Chief Accountant

The Board of Directors

Notes to the consolidated financial statements

AS AT 31 DECENMBER 2022

(Amounts stated in thousands of euros, unless otherwise stated)

1. Introductory Note

NOS, SGPS, S.A. ("NOS", "NOS SGPS" or "Company"), formerly named ZON OPTIMUS, SGPS, S.A. ("ZON OPTIMUS") and until 27 August 2013, named ZON Multimédia – Serviços de Telecomunicações e Multimédia, SGPS, S.A. ("ZON"), with Company headquarters registered at Rua Actor António Silva, nº9, Campo Grande, was established by Portugal Telecom, SGPS, S.A. ("Portugal Telecom") on 15 July 1999 for the purpose of implementing its multimedia business strategy.

During the 2007 financial year, Portugal Telecom proceeded with the spin-off of ZON through the attribution of its participation in the company to their shareholders, which become fully independent from Portugal Telecom.

During the 2013 financial year, ZON and Optimus, SGPS, S.A. ("Optimus SGPS") have merged through the incorporation of Optimus SGPS into ZON. Thereafter, the Company adopted the designation of ZON OPTIMUS, SGPS, S.A.

On 20 June 2014, because of the new brand "NOS" on 16 May 2014, the General Meetinq of Shareholders approved the change of the Company's name to NOS, SGPS, S.A..

The businesses operated by NOS and its associated companies, form the "NOS Group", which includes cable and satellite television services, voice and Internet access services, video production and sale, advertising on Pay TV channels, cinema exhibition, the production of channels for Pay TV, management of datacenters and consulting services in IT, mainly in the Portuguese market.

NOS shares are listed on the Euronext Lisbon market. The shareholders' structure of the Group as at 31 December 2022 is shown in Note 0.

The business of NOS Comunicações, S.A. ("NOS SA") and its subsidiaries, NOS Technology, NOS Acores, NOS Madeira, NOS Wholesale and NOS Sistemas comprehends: a) cable and satellite television distribution; b) the operation of the latest generation mobile communication network, GSM/UMTS/LTE/5G; c) the operation of electronic communications services, including data and multimedia communication services in general; d) IP voice services ("VOIP" - Voice over IP); e) Mobile Virtual Network Operator ("MVNO"), f) the provision of consultancy and similar services directly or indirectly related to the above mentioned activities and services, and q) datacentre management and

The main activity of NOS Audio - Sales and Distribution, S.A., previously designated NOS Lusomundo TV, S.A. and the result of the merger of NOSPUB with NOS Lusomundo TV on December 2020, is the neqotiation, acquisition and distribution of content rights and other multimedia products to television and other platforms of distribution, currently producing films and series channels through the compilation of the acquired contents, which are distributed, among other operators, by NOS SA and its subsidiaries. This company also manages the advertising space on Pay TV channels and in the cinemas of NOS Cinemas.

NOS Audiovisuais and NOS Cinemas, together with their associated companies, operate in the audiovisual sector, which includes video production and sale, cinema exhibition and the acquisition/negotiation of Pay TV and VOD (video-on-demand) rights.

NOS Inovação main activities are conducting and stimulating scientific activities of R&D (it owns all the intellectual property developed within the NOS Group, intending to guarantee the return of the initial investment through the commercialization of patents and concessions regarding commercial operation, as a result of the creation of new products and services), the demonstration, disclosure, technology and training transfers in the services and information management domains as well as fixed and mobile solutions of the latest generation of TV, internet, voice and data solutions.

These notes to the Financial Statements follow the order in which the items are shown in the consolidated financial statements.

The consolidated financial statements for the year ended on 31 December 2022 were approved by the Board of Directors and their issue authorised on 7 March 2023.

They are also subject to approval by the General Shareholders' Meeting, under the terms of commercial legislation in force in Portugal. The Board of Directors believes that these financial statements give a true and fair view of the Group's operations, financial performance, and consolidated cash flows.

-

- •••••

  • •••

-

- ••••

The following standards, interpretations, amendments and revisions, with mandatory application in future financial years, have not been endorsed by the European Union, until the date of approval of these financial statements:

  • · Amendments to IAS 1 Disclosure of accounting policies. Classification of current and noncurrent liabilities. This amendment intends to clarify the classification of liabilities as current or non-current balances depending on the rights that an entity has to defer its payment, at the end of each reporting period. The classification of liabilities is not affected by the entity's expectations (the assessment should determine whether a right exists, but should not consider whether the entity will or will not exercise that right), or by events that occur after the reporting date, such as non-compliance with a covenant. However, if the right to defer settlement for at least twelve months is subject to the fulfilment of certain conditions after the reporting date, those criteria do not affect the right to defer settlement for the purpose of classifying a liability as current or non-current. This amendment also includes a new definition of "settlement" of a liability and is applicable retrospectively.
  • Amendments to IFRS 16 Leasings Responsibility of a lease in a sale and leaseback transaction. This amendment specifies the requirements regarding the subsequent measurement of lease liabilities, related to sale and leaseback transactions that qualify as "sale" in accordance with the principles of IFRS 15, focusing on variable lease payments that do not depend on an index or rate. In subsequently measuring lease liabilities, seller-lessees shall determine "lease payments" and "revised lease payments" in a manner that does not recognise any gain or loss related to the retained right-of-use. Applying these requirements does not prevent a seller-lessee from recognising, in the income statement, any gain or loss relating to the partial or total "sale" as required by paragraph 46(a) of IFRS 16. This amendment is retrospective.

The Group did not apply any of these standards in the financial statements in financial year ended on 31 December 2022. No significant impacts on the financial statements resulting from their adoption are estimated.

Disclosure change

In the financial year ended on 31 December 2022, the Group changed the presentation of costs related to the rental of ducts and network circuits, in the amount of 36.3 million euros, from Direct costs to Supplies and external services, in line with how the group's financial performance is analyzed internally. The amounts for the financial year ended on 31 December 2021 were restated, ensuring comparability.

2.2. BASES OF CONSOLIDATION

Controlled companies

Controlled companies were consolidated by the full consolidation method. Control is deemed to exist when the Group is exposed or has rights, because of their involvement, to a variable return of the entity's activities, and has capacity to affect this return through the power over the entity. Namely, when the Company directly or indirectly holds a majority of the voting rights at a General Meeting of Shareholders or has the power to determine the financial and operating policies. In situations where the Company has, in substance, control of other entities created for a specific purpose, although it does not directly hold equity in them, such entities are consolidated by the full consolidation method. The entities in these situations are listed in Annex A).

The interest of third parties in the equity and net profit of such companies' income presented separately in the consolidated statement of financial position and in the consolidated statement, respectively, under the item "Non-controlling Interests" (Note 24).

The identifiable acquired assets and the liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the acquisition date, irrespective of the existence of non-controlled interests. The excess of acquisition cost over the fair value of the Group's share of identifiable acquired assets and liabilities is stated in Goodwill. When the acquisition cost is less than the fair value of the identified net assets, the difference is recorded as a gain in the income statement in the period in which the acquisition occurs.

The non-controlling interests are initially recognized as their proportion of the identifiable assets and liabilities.

On the acquisition of additional equity shares in companies already controlled by the Group, the difference between the share of capital acquired and the corresponding acquisition value is recognized directly in equity.

When an increase in position in the capital of an associated company results in the acquisition of control, with the latter being included in the consolidated financial statements by the full consolidation method, the share of the fair values assigned to the assets and liabilities, corresponding to the percentages previously held, is stated in the income statement.

The directly attributable transaction costs are recognized immediately in profit or loss.

When the Group loses control over a controlled entity, the assets and liabilities of that entity, and any non-controlling interests and other components recognised in equity, are derecognised. Any resulting

gain or loss is recognised in the income statement. Any interest retained in the entity is measured at fair value when control is lost.

Intercompany transactions, balances, unrealized gains on transactions and dividends distributed between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction shows evidence of impairment of the transferred asset.

When necessary, adjustments are made to the financial statements of controlled companies in order to align their accounting policies with those of the Group.

Jointly controlled companies

The classification of investments as jointly controlled companies is determined based on the existence of shareholder agreements, which show and regulate the joint control. Financial investments of jointly controlled companies (Annex C)) are stated by the equity method. Under this method, financial investments are adjusted periodically by an amount corresponding to the share in the net profits of jointly controlled companies, as a contra entry in "Losses / (gains) of affiliated companies" in the income statement before financial results and taxes. Direct changes in the post-acquisition equity of jointly controlled companies are recognized as the value of the shareholding as a contra entry in reserves, in equity.

Additionally, financial investments may also be adjusted for recognition of impairment losses.

Any excess of acquisition cost over the fair value of identifiable net assets and liabilities (goodwill) is recorded as part of the financial investment of jointly controlled companies and subject to impairment testing when there are indicators of loss of value. When the acquisition cost is less than the fair value of the identified net assets, the difference is recorded as a gain in the income statement in the period in which the acquisition occurs.

Losses in jointly controlled companies, which exceed the investment made in them, are not recognized, except when the Group has entered into undertakings with that entity.

Dividends received from these companies are recorded as a reduction in the value of the financial investments.

Associated companies

An associated company is a company in which the Group exercises significant influence through participation in decisions about its financial and operating policies, but in which does not have control or joint control.

Any excess of the acquisition cost of a financial investment over the fair value of the identifiable net assets is recorded as goodwill and is added to the value of the financial investment and its recovery is reviewed annually or whenever there are indications of value. When the acquisition cost is less than the fair value of the identified net assets, the difference is recorded as a gain in the statement of comprehensive income in the period in which the acquisition occurs.

Financial investments in associated companies (Annex B)) are stated by the equity method. Under this method, financial investments are adjusted periodically by an amount corresponding to the share in the net profits of associated companies, as a contra entry in "Losses / (gains) of affiliated companies" in the income statement. Direct changes in the post-acquisition equity of associated companies are recognized as the value of the shareholding as a contra entry in reserves, in equity. Additionally, financial investments may also be adjusted for recognition of impairment losses.

Losses in associated companies, which exceed the investment made in them, are not recognized, except when the Group has entered undertakings with that associated company.

Dividends received from these companies are recorded as a reduction in the value of the financial investments.

Holdings in entities without significant influence

Investments made by the Group in entities where it does not have significant influence are initially recorded at cost and subsequently measured at fair value through profit or loss.

These investments are presented under "Other financial assets non-current" in the statement of financial position and changes in fair value are recorded against "Net losses / (gains) of affiliated companies" in the income statement.

Balances and transactions between group companies

Balances and transactions as well as unrealized gains between Group companies, and between them and the parent company, are eliminated in the consolidation.

The part of unrealized gains arising from transactions with associated companies or jointly controlled companies attributable to the Group is eliminated in the consolidation. Unrealized losses are similarly eliminated except when they show evidence of impairment of the transferred asset.

2.3. ACCOUNTING POLICIES

2.3.1. SEGMENT REPORTING

As stipulated in IFRS 8, the Group presents operating segments based on internally produced management information (Note 6).

Operating segments are reported consistently with the internal management information model provided to the chief operating decision maker of the Group, who is responsible for allocating resources to the segment and for assessing its performance, and for taking strategic decisions.

2.3.2. CLASSIFICATION OF THE STATEMENT OF FINANCIAL POSITION AND INCOME STATEMENT

The Group presents assets and liabilities in the financial statements based in the current and non-current classification. An asset is classified as current when:

  • The asset is expected to be realized, sold or consumed in its normal operational cycle;
  • . If the asset is held, essentially, for negotiation purposes;
  • . The asset is expected to be realized 12 months after reported;
  • . The asset is a cash or a cash equivalent, unless its trade or use is limited to settle a liability during, at least, 12 months after reporting.

A liability is classified as current when:

  • · The liability is expected to be settled in its normal operational cycle;
  • The liability is held, essentially, for negotiation purposes; .
  • · The liability is expected to be settled in a 12 month period after reported;
  • · There is no unconditional right to differ the liability settlement during, at least, 12 months after reported;

The remaining assets and liabilities of the Group are classified as non-current.

Realizable assets and liabilities due in less than one year from the date of the statement of financial position are classified as current in assets and liabilities, respectively.

In accordance with IAS 1, "Integration costs", "Losses / (gains) on disposal of assets" and "Other nonrecurring costs / (gains)"reflect unusual costs and revenues, that should be disclosed separately from the usual cost and revenues lines, in order to avoid distortion of the financial information from regular operations, and be consistent with the way the group's financial performance is analyzed and monitored by management. These unusual costs and revenues may not be comparable to similarly titled measures used by other companies. When determining whether an event or transaction is unusual, management considers both quantitative and qualitative factors. Examples of unusual costs and revenues are: business restructuring programs and respective compensation; requlatory affairs and lawsuits; extraordinary impairment of assets due to the reduction of their recoverable amount, sale of non current assets, among others. If costs and revenues meet these criteria, which are applied consistently from year to year, they are treated as unusual and presented in the specific lines above.

2.3.3. TANGIBLE ASSETS

Tangible assets are stated at acquisition cost, less accumulated depreciation and impairment losses, when applicable. Acquisition cost includes, in addition to the purchase price of the asset: (i) costs directly attributable to the purchase; and (ii) the estimated costs of decommissioning and removal of the assets and restoration of the site, which in Group applies to the cinema operation business, telecommunication towers and offices (Note 7).

Estimated losses resulting from the replacement of equipment before the end of its useful life due to technological obsolescence are recognized by a deduction, from the corresponding asset as a contra entry in profit and loss. The costs of current maintenance and repairs are recognized as a cost when they are incurred. Significant costs incurred on renovations or improvements to the asset are capitalized and depreciated over the corresponding estimated payback period when it is probable that there will be future economic benefits associated with the asset and when these can be measured reliably.

The gains and losses from the disposal of tangible assets, determined by the difference between the sale value and the net book value, are recognized in the item "Losses/ (gains) on disposal of assets".

Depreciation

Tangible assets are depreciated from the time they are completed or ready to be used. These assets, less their residual value, are depreciated by the straight-line method, in twelfths, from the month in which they become available for use, according to the useful life of the assets defined as their estimated utility.

The depreciation rates used correspond to the following estimated useful lives:

2021
(YEARS)
2022
(YEARS)
Buildings and other constructions 2 - 50 2 - 50
Technical equipment:
Network Installations and equipment 7 - 40 7 - 40
Terminal equipment 2 - 8 1 - 5
Other technical equipment 1 - 16 1 - 16
Transportation equipment 3 - 4 3 - 4
Administrative equipment 2 - 10 2 - 10
Other tangible assets 4 - 8 4 - 8

During the financial year ended on 31 December 2022, NOS reviewed the depreciations rates (reduced the estimated useful lives) of terminal equipment installed in costumer's homes, resulting from the acceleration of the pace of technological innovation, leading to an increase in the depreciation, amortisation and impairment losses amounting to 15 million euros (Note 38).

2.3.4. NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

The non-current assets (or discontinued operations) are classified as held for sale if the respective value is realizable through a sale transaction instead of its continued use.

This situation is considered to happen only when: i) the sale is very likely to happen and the asset is immediately available to be sold in its current conditions, ii) the Company made the commitment to sell, and iii) the sale is expected to take place in a period of 12 months. In this case, the non-current assets are measured by the lower amount between accounting value or the respective fair value deducted from the costs of the sale.

The non-current assets held for sale and discontinued operations are measured at the lower of two: i) the accounting value and, ii) the fair value deducted from the costs of the sale. The costs of the sale are the incremental costs directly assigned to the disposal of the asset (or group to be disposed), excluding financial costs and income tax expenses.

From the moment that tangible assets are considered to be "held for sale" the inherent depreciation of those assets ceases, and the assets are determined as non-current asset held for sale.

A discontinued operation unit is a component of and entity that was disposed or is classified as held for sale and:

  • Represents an important line of business or geographical area separated from the operational units;
  • It is an integrant part of a single coordinated plan to dispose an important line of business or geographical area separated from the operational units or;
  • It is a subsidiary acquired exclusively for resale.

Discontinued operations are excluded from the continued operations results and are presented in separate as an amount of net income after taxes from discontinued operations on the financial statement of income by nature.

2.3.5. INTANGIBLE ASSETS

Intangible assets are stated at acquisition cost, less accumulated amortization and impairment losses, when applicable. Recognized only when they qenerate future economic benefits for the Group and when they can be measured reliably.

Intangible assets consist mainly of goodwill, telecom and software licenses, content utilization rights and other contractual rights.

Group companies periodically carry out an impairment assessment of intangible assets in-progress. This impairment assessment is also carried out whenever events or changes in circumstances indicate that the amount at which the asset is recorded may not be recoverable. When such indications exist, the Group calculates the recoverable value of the asset in order to determine the existence and extent of the impairment loss.

Goodwill

Goodwill represents the excess of acquisition cost over the net fair value of the assets, liabilities, and contingent liabilities of a subsidiary, jointly controlled company or associated company at the acquisition date, in accordance with IFRS 3.

Goodwill is recorded as an asset and included in "Intangible assets" (Note 9) in the case of a controlled company or in the case in which the excess of cost has been originated by a merger, and in "Financial investments in qroup companies" (Note 12) in the case of a jointly controlled company or an associated company.

Goodwill is not amortised and is subject to impairment tests at least once a year, on a specified date, and whenever there are changes in the test's underlying assumptions at the statement of financial position which may result in a possible loss of value. Any impairment loss is recorded immediately in the income statement in "Impairment losses" and is not liable to subsequent reversal.

For the purposes of impairment tests, goodwill is attributed to the cash-generating units to which it is related (Note 9), which may correspond to the business segments in which the Group operates, or a lower level.

Internally generated intangible assets

Internally generated intangible assets, including expenditure on research, are expensed when they are incurred. Research and development costs are only recognized as assets when the technical capability to complete the intangible asset is demonstrated and when it is available for use or sale.

Industrial property and other rights

Assets classified under this item relate to the rights and licenses acquired under contract by the Group to third parties and used in realizing the Group's activities, and include:

  • . Telecom licenses;
  • . Software licenses;
  • . Content utilization rights;
  • Other contractual rights. .

The content exploration rights are recorded in the consolidated statement of financial position, as intangible assets, when the following conditions are fulfilled: (i) there is control over the content, (ii) the Company has the right to choose the way to explore the content, and (iii) it is available for exhibition.

The conclusion of contracts relating to sports contents, which are not immediately available, originates rights that are initially classified as contractual commitments.

In the specific case of broadcasting rights of sports competitions, these are recognized as assets when the necessary conditions to organize each sports competition are present, which occurs in the homologation date of the participating teams in the competition that is being held in the sports season to be initiated, by the organizing entity, taking into consideration that it is from that date that the conditions for the recognition of an asset are present, namely, the unequivocal attainment of the exploration rights of the games of the stated season. In this situation, the stated rights are recognized in the income statement in "Depreciation, and impairment losses", by the linear method, by twelfths, starting from the beginning of the month in which they are available for use.

Resulting from agreements concluded for the cession of the exclusive rights to exploit sports content, and as it is permitted by IAS 1, since 2017, NOS presents the net assets and liabilities of the values ceded to other operators, considering that this compensation best reflects the substance of the transactions.

When the recognized intangible assets involve payments in periods above 1 year, the intangible asset corresponds to the present value of those payments.

Amortization

The useful lives of the intangible assets are classified as finite or indefinite.

Intangible assets with finite useful lives are amortised over their useful lives, with an impairment analysis carried out whenever there are indications that the amount at which the intangible asset is mentioned in the financial statements may not be recovered. The amortization period and the amortization method of an intangible asset with a finite useful life are reviewed periodically. Any changes in the expected useful life or in the expected pattern of future consumption of the economic benefits incorporated in the asset, are considered in the modification over the period or method of amortization and, if verified, are treated as changes in accounting estimates. The amortization costs of intangible assets with finite lives are recognized in the income statement.

The assets with finite useful life are amortised by the straight-line method, in twelfths, from the beginning of the month in which they become available for use.

The amortization rates used correspond to the following estimated useful lives:

2021 2022
(YEARS) (YEARS)
Telecom licences 20 - 33 20 - 33
Software licences 1 - 8 1 - 8
Content utilization rights Period of the
contract
Period of the
contract
Other 1 to 20 1 to 20

The intangible assets with indefinite useful lives are not amortised, and impairment assessments are performed annually.

Accordingly, the useful life of an intangible asset that is not being amortised is periodically reviewed to determine whether events and circumstances continue to support an indefinite useful life assessment for that asset. If not, the change in the assessment of the from indefinite to finite is accounted for as a change in an accounting estimate.

An intangible asset is unrecognized in its disposal moment, or when no future economic benefits from its use or disposal are expected. The gain or loss related with an unrecognized intangible asset (determined as the difference between the net income of its disposal, if there is any, and the carrying amount of that same asset) is recognised in the financial statement of income by nature.

2.3.6. CONTRACT COSTS

This item corresponds to costs incurred in attracting customers and costs associated with fulfilling a contract that are capitalized whenever they meet all of the following criteria:

  • . they are related to an existing contract or a specific future contract;
  • generate or increase resources that will be used in the future; .
  • . costs are expected to be recovered; and
  • . they are not already covered by the scope of another standard, such as inventories, tangible or intangible assets.

These costs are recognized for the period expected to fulfill the contract (2 to 4 years).

The costs of attracting customers are essentially:

  • · Commissions paid to third parties with the acquisition of new contracts / new customers;
  • · Commissions paid to third parties for upgrading the services provided;
  • · Commissions paid to third parties for renewal of loyalty of services and offers to customers; and
  • Several commissions with revenue collection. .

The costs associated with fulfilling the contracts are essentially:

  • · Costs incurred with the portability of mobile / fixed numbers of other operators;
  • · Variable costs, variables, incurred with the activation of services contracted by customers.

2.3.7. IMPAIRMENT OF NON-CURRENT ASSETS, EXCLUDING GOODWILL

Group companies periodically carry out an impairment assessment of non-current assets. This impairment assessment is also carried out whenever events or circumstances indicate that the amount at which the asset is recorded may not be recoverable. When such indications exist, the Group calculates the recoverable value of the asset to determine the existence and extent of the impairment loss.

The recoverable value is estimated for each asset individually or, if that is not possible, assets are grouped at the lowest levels for which there are identifiable cash flows to the cash-generating unit to which the asset belongs. Each of the Group's businesses is a cash-generating unit, except for the assets allocated to the cinema exhibition business, which are grouped into regional cash-generating units.

The recoverable amount is calculated as the higher of the net sale price and the current use value. The net sale price is the amount that would be obtained from the sale of the asset in a transaction between independent and knowledgeable entities, less the costs directly attributable to the sale. The current use value is the current value of the estimated future cash flows resulting from continued use of the asset or of the cash-generating unit. When the amount at which the asset is recorded exceeds its recoverable value, it is recognised as an impairment loss.

The reversal of impairment losses recognised in previous years is recorded when there are indications that these losses no longer exist or have decreased. The reversal of impairment losses is recognised in

the statement of comprehensive income in the year in which it occurs. However, an impairment loss can only be reversed up to the amount that would be recognised (net of amortization or depreciation) if no impairment loss had been recorded in previous years.

2.3.8. FINANCIAL ASSETS

Financial assets are recognised in the statement of financial position of the Group on the trade or contract date, which is the date on which the Group undertakes to purchase or sell the asset.

Initially, apart from commercial accounts receivable, financial assets are recognised at fair value plus directly attributable transaction costs, except for assets at fair value through income in which transaction costs are immediately recognised in income. Trade accounts receivable, at the initial time, are recognised at their transaction price, as defined in IFRS 15.

The financial assets are derecognised when:

  • · the Group's contractual rights to receive their cash flows expire;
  • the Group has substantially transferred all the risks and benefits associated with their . ownership; or
  • although it retains part but not substantially all of the risks and benefits associated with their ownership, the Group has transferred control of the assets.

The financial assets and liabilities are offset and shown as a net value when, and only when, the Group has the right to offset the recognised amounts and intends to settle for the net value.

The Group classifies its financial assets into the following categories: financial assets at fair value through profit or loss, financial assets measured at amortised cost, financial assets at fair value through other comprehensive income. Its classification depends on the entity's business model to manage the financial assets and the contractual characteristics in terms of the cash flows of the financial asset.

Financial assets at fair value through profit and loss

This category includes financial derivatives and equity instruments that the Group has not classified as financial assets through other comprehensive income at the time of initial recognition. This category also includes all financial instruments whose contractual cash flows are not exclusively capital and interest.

Financial assets at fair value through results are presented in the financial statements at fair value, the net changes being known in the income statement. This category of assets includes derivative instruments and investments in listed companies for which the Company has not classified them as financial assets at fair value through other comprehensive income. Dividends from investments in listed companies are recognised as income in the income statement when the respective right of receipt is formalized.

Gains and losses resulting from changes in the fair value of assets measured at fair value through profit or loss are recognised in results in the year in which they occur under "Losses / (gains) on financial assets", including the income from interest and dividends.

Financial assets at fair value through other comprehensive income

Financial assets measured at fair value through other comprehensive income are those that are part of a business model whose objective is achieved through the collection of contractual cash flows and the sale of financial assets, being that these contractual cash flows are only capital and interest reimbursement on the capital in debt.

Financial assets measured at amortised cost

Financial assets measured at amortised cost are those that are included in a business model whose purpose is to hold financial assets in order to receive the contractual cashflows, being that these contractual cash flows are only capital reimbursement and interest payments on the capital in debt.

Financial assets measured at amortised cost are subsequently measured using the effective tax rate method and subject to impairment. Income and costs are recognised in the income statement when the asset is derecognised, updated or an impairment is recognised over it. Financial assets measured at the Company's amortised cost include accounts receivable and loans granted to related parties.

Cash and cash equivalents

The amounts included in "Cash and cash equivalents" correspond to the amounts of cash, bank deposits, term deposits and other investments with maturities of less than three months which may be immediately realizable and with a negligible risk of change of value.

For the purposes of the statement of cash flows, "Cash and cash equivalents" also includes bank overdrafts included in the statement of financial position under "Borrowings" (when applicable).

2.3.9. FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS

Financial liabilities and equity instruments are classified according to their contractual substance irrespective of their legal form. Equity instruments are contracts that show a residual interest in the Group's assets after deducting the liabilities. The equity instruments issued by Group companies are recorded at the amount received, net of the costs incurred in their issue. Financial liabilities are recognised only when extinguished, i.e. when the obligation is settled, or extinguished.

In accordance with IFRS 9, financial liabilities are classified as subsequently measured at amortised cost, except for:

  • Financial liabilities at fair value through profit or loss. These liabilities, including derivatives that are . liabilities, should subsequently be measured at fair value;
  • Financial liabilities that arise when a transfer of a financial asset does not meet the conditions for . derecognition or when it is applied the continued involvement approach;
  • . Financial guarantee contracts;
  • . The commitments to grant a loan at a lower interest rate than the market;
  • · The recognised contingent consideration by a buyer in a concentration of business activities to which IFRS 3 applies. Such contingent consideration shall be subsequently measured at fair value, with changes recognised in profit or loss.

Financial liabilities of the Group include borrowings, accounts payable and derivative financial instruments.

2.3.10. IMPAIRMENT OF FINANCIAL ASSETS

At the date of each financial position statement, the Group analyses and recognizes expected losses on its debt securities, loans and accounts receivable. The expected loss results from the difference between all contractual cash flows that are due to an entity in accordance with the contract and all the cash flows that the entity expects to receive, discounted at the original effective interest rate.

The objective of this impairment policy is to recognize expected credit losses over the respective duration of financial instruments that have undergone significant increases in credit risk since initial recognition, assessed on an individual or collective basis, considering all reasonable and sustainable information, including prospects. If, at the reporting date, the credit risk associated with a financial instrument has not increased significantly since the initial recognition, the Group measures the provision for losses relating to that financial instrument by an amount equivalent to the expected credit losses within a period of 12 months.

For receivables and assets resulting from contracts under IFRS 15, the Group adopts the simplified approach when calculating expected credit losses. As a result, the Group does not monitor changes in credit risk, recognizing instead impairment losses based on the expected credit loss on each reporting date. The Group established a provisions' matrix where it presents an impairment loss criterion based on the history of credit losses, adjusted by specific prospective factors for the clients and the economic environment.

2.3.11. DERIVATIVE FINANCIAL INSTRUMENTS

Initial and subsequent recognition

The Group uses derivative financial instruments, such as exchange rate forward contracts, interest rate swaps, to cover its exchange rate risks, interest, respectively. Such derivative financial instruments are initially recorded at fair value on the date the derivative is contracted and are subsequently measured at fair value. Derivatives are presented in assets when their fair value is positive and in liabilities when their fair value is negative.

In terms of hedge accounting, hedges are classified as:

  • · Fair value hedge when the purpose is to hedge the exposure to fair value changes of a registered asset or liability or an unregistered Groups' commitment;
  • · Cash flow hedge when the purpose is to hedge the exposure to cash flow variability arising from a specific risk associated with the whole or a component of a registered asset or liability or an anticipated highly probable occurrence or exchange risk associated with an unregistered Groups' commitment;
  • Coverage of a net investment in a foreign operational unit.

NOS Group uses derivative financial instruments with fair value and cash flow hedges.

At the beginning of the hedge relationship, the Group formally designates and documents the hedging relationship for which hedge accounting is intended to apply as well as the management and strategy purpose of such hedge.

The documentation includes the identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Group will assess whether the hedging

  • •••

- •••

2.3.12. INVENTORIES

Inventories, which mainly include mobile phones, customer terminal equipment, DVDs, and content broadcasting rights, are valued at the lower of their cost or net realizable value.

The acquisition cost includes the invoice price, freight, and insurance costs, using the Weighted Average Cost as the method of costing goods sold.

Inventories are adjusted for technological obsolescence, as well as for the difference between the purchase cost and the net realizable value, whichever is the lower, and this reduction is recognised directly in the income statement.

The net realizable value corresponds to the normal sale price less restocking costs and selling costs.

The differences between the cost and the corresponding net realizable value of inventories, when this is less than the cost, are recorded as operating costs in "Cost of goods sold".

Inventories in transit, since they are not available for consumption or sale, are separated out from other inventories and are valued at their specific acquisition cost.

The signing of contracts related with sports content originates rights that are initially classified as contractual commitments.

The content broadcasting rights are recorded in the consolidated statement of financial position, as Inventories, in the event of the nonexistence of full right over the way of exploration of the asset, by the respective value of cost or net realizable value, whenever it is lower, when programmatic content has been received and is available for exhibition or use, according to contractual conditions, without any production or change, given that the necessary conditions for the organization of each sports competition are present, which occurs in the homologation date of the participating teams in the competition that is being held in the sports season to be initiated, by the organizing entity. The stated rights are recognised in the income statement in "Direct costs", on a systematic basis given the pattern of economic benefits obtained through their commercial exploration. No balances of content rights are registered in the Inventories caption.

Due to the agreement between the three national operators of reciprocal availability, for several sports seasons (collaborative arrangement), of sports content (national and international) owned by them, (Note 43.2), NOS considered the recognition of the costs, excluding those divided by the remaining operators, on a systematic basis, given the pattern of economic benefits obtained through their commercial exploration.

2.3.13. SUBSIDIES

Subsidies are recognised at their fair value when there is a reasonable assurance that they will be received and Group companies will meet the requirements for their award.

Operating subsidies, mainly for employee training, are recognised in the statement of comprehensive income by deduction from the corresponding costs incurred.

Investment subsidies are recognised in the statement of financial position as deferred income.

If the subsidy is considered as deferred income, it is recognised as income on a systematic and rational basis during the useful life of the asset.

2.3.14. PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when:

  • · there is a present obligation arising from past events and it is likely that in settling that obligation, the expenditure of internal resources will be necessary; and
  • the amount or value of such obligation can be reasonably estimated.

When one of the above conditions is not met, the Group discloses the events as a contingent liability unless the likelihood of an outflow of funds resulting from this contingency is remote, in which case they are not disclosed.

Provisions for legal procedures taking place against the Group are made in accordance with the risk assessments carried out by the Group and by their legal advisers, based on success rates.

Provisions for restructuring are only recognised when the Group has a detailed, formal plan, which identify the main features of the restructuring program, and after these facts have been reported to the entities involved.

Provisions for dismantling costs, removal of assets and restoration of the site are recognised when the assets are installed, in line with the best estimates available at that date. The amount of the provisioned liability reflects the effects of the passage of time and the corresponding financial indexing is recognised in results as a financial cost.

Obligations arising from onerous contracts are recorded and measured as provisions. An onerous contract exists when the Company is an integral part of a contract, whose compliance has associated

costs directly associated with the contract (both incremental costs and an allocation of costs directly related to the contract) that exceed future economic benefits.

Provisions for potential future operating losses are not covered.

Contingent liabilities are not recognised in the financial statements, unless the exception provided under IFRS 3 business combination, and are disclosed whenever there is a good chance to shed resources including economic benefits. Contingent assets are not recognised in the financial statements, being disclosed when there is a likelihood of a future influx of financial resources.

Provisions are reviewed and brought up to date of the statement of financial position to reflect the best estimate at that time of the obligation concerned.

2.3.15. RIGHTS OF USE AND LEASES

A lease is defined as a contract, or part of a contract, that transfers the right to use a good (the underlying asset) for a period in exchange for a value.

At the beginning of each contract, it is evaluated and identified if it is or contains a lease. This assessment involves an exercise of judgement as to whether each contract depends on a specific asset if NOS obtains substantially all the economic benefits from the use of that asset and whether NOS has the right to control the use of the asset.

All contracts that constitute a lease are accounted for based on the on-balance model in a similar way with the treatment that IAS 17 establishes for financial leases.

At the commencement date of the lease, NOS recognises the liability related to lease payments (lease liability) and the asset representing the right to use the underlying asset during the lease period (the right of use or "ROU").

The cost of interest on the lease liability and the depreciation of the ROU are recognised separately.

Lease liability is remeasured at the occurrence of certain events (such as a change in the lease period, a change in future payments that result from a change in the reference rate or rate used to determine such payments). This remeasurement of the lease liability is recognised as an adjustment in the ROU.

The estimated costs of dismantling, removal of assets and restoration of the site related with leases are recognised in tangible assets with works carried out (Note 2.3.3).

2.3.15.1. RIGHTS OF USE OF ASSETS

The Group recognizes the right to use the assets at the lease (that is, the date on which the underlying asset is available for use).

The right to use the assets is recorded at acquisition cost, deducted from accumulated depreciation and impairment losses and adjusted for any new measurement of lease liabilities. The cost of the ROU of the assets includes the recognised amount of the lease liability, any direct costs incurred initially, and payments already made prior to the initial rental date, less any incentives received.

Unless it is reasonably certain that the Group obtains ownership of the leased asset at the end of the lease term, the recognised right of use of the assets is depreciated on a straight-line basis over the shorter of its estimated useful life and the term of the lease.

Rights of use are subject to impairment.

The rights of used of assets are depreciated using the straight-line method by the shortest period between length of the contract and its expected useful life.

If at the end of the leasing contract the asset is transferred to the company, or if the cost reflects the possibility of exercising the call option, the depreciation is calculated according to the estimated useful life of the asset.

2.3.15.2. LIABILITIES WITH LEASES

At the start date of the lease, the Group recognizes the liabilities measured at the present value of the future payments to be made until the end of the lease.

Lease payments include fixed payments (including fixed payments on the substance), deducted of any incentives to be received, variable payments, dependent on an index or rate, and expected amounts to be paid under residual value quarantees. The lease payments also include the exercise price of a call option if it is reasonably certain that the Group will exercise the option, and penalties for termination of the lease if it is reasonably certain that the Group will terminate the lease.

Variable payments that do not depend on an index or a rate are recognised as an expense in the period in which the event giving rise to them occurs.

To calculate the present value of the lease payments, the Group uses the incremental loan rate at the start date of the lease if the implied interest rate is not readily determinable.

  • •••

- ••

2.3.18. EQUITY

Share issue premiums

lssue of shares corresponds to premiums from the issuance or capital increases. According to Portuguese law, share premiums follow the treatment given to the "Legal reserve", that is, the values are not distributable, except in case of liquidation, but can be used to absorb losses after having exhausted all other reserves and to increase share capital.

Own shares

The own shares are recorded at acquisition cost as a deduction from equity. Gains or losses on the sale of own shares are recorded under "Other reserves".

Legal reserve

Portuquese commercial legislation requires that at least 5% of annual net profit must be appropriated to a legal reserve until it represents at least 20% of the share capital. This reserve is not distributable, except in case of liquidation, but can be used to absorb losses, after having exhausted all other reserves and to increase share capital.

Other reserves and accumulated earnings

Reserves for plans of medium term incentive

According to IFRS 2 - "Share-based payments", the responsibility with the medium-term incentive plans settled by delivery of own shares is recorded as credit under "Reservations for mid-term incentive plans" and such reserve is not likely to be distributed or used to absorb losses.

Hedging reserves

Hedging reserve reflects the changes in fair value of derivative financial instruments as cash flow hedges that are considered effective, and they are not likely to be distributed or be used to absorb losses.

Own shares reserves

The "Own shares reserves" reflect the value of the shares acquired and follows the same legal regime as the legal reserve.

Other reserves and Retained results

This item includes the results available for distribution to shareholders and earnings per fair value in financial instruments increases, financial investment properties, which, in accordance with paragraph 2 of article 32 of the CSC, will only be available for distribution when the elements or rights that originated them are sold, exercised, terminated, or settled.

Under Portuguese law, the amount of distributable reserves is determined according to the individual financial statements of the company prepared in accordance with IFRS. In addition, the increases resulting from the application of fair value through equity components, including its application through the net profit can only be distributed when the elements that originated them are sold, exercised liquidated or when the end their use, in the case of tangible assets or intangible assets.

Dividends

The company recognizes the liability, as well as its impact over the equity, associated with the responsibility to distribute dividends when it is approved by the shareholders.

2.3.19. REVENUE

The main types of revenue of NOS subsidiaries are as follows:

Revenues of Communications Services:

Cable/Satellite television, fixed broadband and fixed voice: The revenues from services provided using the fibre optic cable network result from:

  • · basic channel subscription packages that can be sold in a bundle with fixed broadband/fixed voice services:
  • . premium channel subscription packages and S-VOD;
  • . terminal equipment rental;
  • consumption of content (VOD); .
  • . traffic and voice termination;
  • . service activation;
  • . sale of equipment, licensing and others; and
  • · other additional services (ex: firewall, antivirus).
  • · Mobile broadband and voice services: Revenues from mobile broadband Internet access services and mobile voice services result mainly from monthly subscriptions and/or usage of the Internet and voice service, as well as the traffic associated with the type chosen by the client.
  • · for Pay TV channels to which the Group has publicity rights and in cinemas. These revenues are recognised from when they are received, taken off any discounts given.
  • · Film showings and distribution: Distribution revenue pertains to the distribution of films to film exhibitors not distributed by the Group, that are included in the film showings, whilst income from film showings mostly derive from cinema ticket sales and the product sales in the bars; the film showings revenue includes the revenue from ticket sales and bar sales respectively.
  • · Revenue from distributing channel content: Revenue from distribution essentially includes the sale of DVDs, the sale of content and the distribution of television channels subscriptions to third parties and count from the time at which they are sold, shown, and made available for distribution to telecommunications operators, respectively. The television channels distribution by subscription to third parties consists in the transmission and retransmission of information, including, namely, the distribution of television emissions and radio broadcasting, owned and third partied owned, codified or not, as well as the addressed nature rendered services and data transmission. NOS is leading these activities since it: controls the channel exhibition, in its package of products disposes the power of pricing, the retribution corresponds to the service price and not to a mere commission and it is exposed to the credit risk of its customers.
  • · Consultancy and datacenter management: information systems consultancy and datacenter management are the major services rendered by NOS Sistemas.
  • · Insurance brokerage commissions: income from insurance sales commissions is obtained by NOS Mediação de Seguros.

The Group's revenue is based on the five-step model established by IFRS 15:

  • . ldentification of the contract with the customer;
  • . Identification of performance obligations;
  • Determining the price of the transaction; .
  • Allocation of the price of the transaction to the performance obligations; and
  • Recognition of revenue.

Thus, at the beginning of each contract, the NOS Group evaluates the promised goods or services and identifies, as a performance obligation, every promise of transfer to the customer of any distinct good or service (or package of goods or services). These promises in customer contracts may be express or implied, provided such promises create a valid expectation in the client that the entity will transfer a good or service to the customer, based on the entity's published policies, specific statements or usual business practices.

The NOS Group has internally defined that a performance obligation corresponds to the promise of delivery of a good or service that can be used in an isolated/separated way by the customer and on which there is a clear perception of this good or service by the customer among the available in each contract.

The main performance obligations are summarized as Sales of Mobile Phones, Hotspots, DVD's, Movie Tickets, Licensing and Other Equipment and the Services Rendered of Mobile Internet Services, Fixed Internet, Mobile Phone, Landline Phone, Television, Consulting, Cloud/ IT Services, distribution of audio-visual rights among others.

The provision of Set-top-boxes, routers, modems and other terminal equipment at the customers' home and respective installation and activation services were considered by the group as not corresponding to a performance obligation, since they are necessary actions to fulfil the promised performance obligation.

In determining and allocating the transaction price of each performance obligation, NOS used standalone prices of the promised products and services at the time of entering into the agreement with the customer to distribute the amount expected to be received under the contract.

The recognition of revenue occurs at the time of performance of each performance obligation.

Revenue from selling equipment is included when the buyer takes on the risks and advantages of taking possession of goods and the value of the benefits are reasonably quantified.

Revenue from telecom services subscriptions (TV, internet, mobile and fixed voice services bundle subscription, individually or as a bundle) is recognised linearly over the subscription period.

Revenue from equipment rental is recognised linearly over the rental agreement, except in the case of instalment sales, which are accounted as credit sales.

The Group attributes to its customers loyalty points in each call or recharge, that might be exchanged, over a limited period, for discounts in equipment purchase.

In each reporting period, NOS recognizes the current liability with discounts to be awarded in the future. This responsibility is calculated based on the amount of points awarded and not yet used, discounted from the estimate of points that will not be used (based on the history of use) and valued based on the offer available at each time for the use of points (specific catalog).

The recognition of liability configures a deferred income (until the points are definitively converted into benefits), which is recognised at the use of the discount, as a revenue accrual.

Revenue related with traffic, roaming, data usage, audiovisual content, and others is recognised when the service is rendered. The Group also offers various personalised solutions, particularly to its corporate customers in telecom management, access, voice, and data transmission services. These personalised solutions are also recognised when the service is rendered.

Unless demanded or allowed by IFRS, the compensation of revenues and costs is not performed, namely, when it reflects the nature of the transaction or other event.

The compensation of revenues and costs is performed in the following situations:

  • · When the gross inflows from economic benefits do not result in equity increases to the Group, i.e., the amount charged to the customer is equal to the amount delivered to the partner. This situation is applicable to the revenue obtained by the invoicing special services operators, in these cases the amounts charged on account of the capital are not revenue; and,
  • · When the counterpart is not a "customer" but a partner who shares the risks and benefits of developing a product or services in order for it to be commercialised. Thus, a counterpart of a contract will not be a customer if, for instance, the counterpart has hired from NOS to participate in an activity or process in which the parties in the contract share the risks and benefits instead of obtaining the Group's ordinary activities result. These cases are designated collaborative arrangements. This situation is applicable to revenues from operators affected by the reciprocal availability agreement regarding broadcasting rights of sports content.

Discounts granted to customers related with loyalty programmes are allocated to the entire retention contract to which the customer is committed to. Therefore, the discount is recognised as the goods and services made available to the customer.

Amounts that have not been invoiced for are included based on estimates. The differences between the estimated amounts and the actual amounts, which are normally immaterial, are recorded in the next financial year.

The revenue from penalties is recognised in the "Other income" item upon receival.

Interest revenue is recognised using the effective interest method, only when they generate future economic benefits.

2.3.20. ACCRUALS

Group's revenues and costs are recognised in accordance with the accrual's principle, under which they are recognised as they are generated or incurred, regardless of when they are received or paid.

The costs and revenues related to the current period and whose expenses and income will only occur in future periods are registered under "Accounts receivable - trade", "Accounts receivable - other", "Prepaid expenses", "Accrued expenses" and "Deferred income", as well as the expenses and income that have already occurred that relate to future periods, which will be recognised in each of those periods, for the corresponding amount.

The costs related to the current period and whose expenses will only occur in future periods are registered under "Accrued expenses" when it is possible to estimate with certainty the related amount, as well as the timing of the expense's materialization. If uncertainty exists related to any of these aspects, the value is classified as Provisions (Note 2.3.14).

2.3.21. ASSETS, LIABILITIES AND TRANSACTIONS IN FOREIGN CURRENCIES

Transactions in foreign currencies are converted into the functional currency at the exchange rate on the transactions dates. On each accounting date, outstanding balances (monetary items) are updated by applying the exchange rate prevailing on that date. The exchange rate differences in this update are recognised in the income statement for the year in which they were calculated in the item "Losses / (gains) on exchange variations". Exchange rate variations generated on monetary items, which constitute enlargement of the investment denominated in the functional currency of the Group or of the subsidiary in question, are recognised in equity. Exchange rate differences on non-monetary items are classified in "Other reserves" in equity.

-

- •••••••

-

31-12-2021 31-12-2022
US Dollar 1.1326 1.0666
Angolan Kwanza 635.7510 537.5664
British Pound 0.8403 0.8869
Mozambican Metical 71.5800 67.4500
Canadian Dollar 1.4393 1.4440
SwissFranc 1.03331 0.9847
Real 6.3101 5.6386
12M 21 12M 22
Angolan Kwanza 734.9674 476.0086
Mozambican Metical 76.3545 66.3800

  • ••

  • •••

- •••

    • ••
      -

3. Judgements and estimates

3.1. RELEVANT ACCOUNTING ESTIMATES

The preparation of consolidated financial statements requires management to make judgments and estimates that affect the statement of financial position and the reported results. These estimates are based on the best information and knowledge about past and/or present events and on the operations that the Company considers it may implement in the future. However, at the date of completion of such operations, their results may differ from these estimates.

Changes to these estimates that occur after the date of approval of the consolidated financial statements will be corrected in the income statementin a prospective manner, in accordance with IAS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors".

The estimates and assumptions that imply a greater risk of giving rise to a material adjustment in assets and liabilities are described below:

Entities included in the consolidation perimeter

To determine the entities to be included in the consolidation perimeter, the Group assesses the extent to which it is exposed, or has rights, to variability in return from its involvement with that entity and can take possession of them through the power it holds over this entity.

The decision that an entity must be consolidated by the Group requires the use of judgment, estimates, and assumptions to determine the extent to which the Group is exposed to return variability and the ability to take possession of them through its power.

Other assumptions and estimates could lead to the Group's consolidation perimeter being different, with direct impact on the consolidated financial statements.

Impairment of non-current assets, excluding goodwill

The determination of a possible impairment loss can be triggered by the occurrence of various events, such as the availability of future financing, the cost of capital or other market, economic and legal changes or changes with an adverse effect on the technological environment, many of which are beyond the Group's control.

The identification and assessment of impairment indicators, the estimation of future cash flows, and the calculation of the recoverable value of assets involve a high degree of judgment by the Board.

Impairment of goodwill

Goodwill is annually subject to impairment tests or whenever there are indications of a possible loss of value, according to the criteria referred on Note 9. The recoverable values of the cash-generating units to which qoodwill is allocated are determined based on the calculation of current use values. These calculations require the use of estimates by management.

Intangible and tangible assets

The life of an asset is the period during which the Company expects that an asset will be available for use and this should be reviewed at least at the end of each financial year.

The determination of the useful lives of assets, the amortization method to be applied, and the estimated losses resulting from the replacement of equipment before the end of its useful life due to technological obsolescence is crucial in determining the amount of amortization/depreciation to be recognised in the consolidated income statement each period.

These three parameters are defined using management's best estimates for the assets and businesses concerned and taking account of the practices adopted by companies in the sectors in which the Group operates.

The capitalized costs with the audiovisual content distribution rights acquired for commercialization in the various windows of exhibition are amortised over the period of exploration of the respective contracts. Additionally, these assets are subject to impairment tests whenever there are indications of changes in the pattern generation of future revenue underlying each contract.

The residual value, the useful life and the depreciation methods are periodically revised by the various companies of the Group and prospectively adjusted, if appropriated.

Rights of use

The Group determines the end of the lease as the non-cancelable part of the lease term, together with any periods covered by an option to extend the lease if it is reasonably certain that it will be exercised, or any periods covered by an option to terminate the lease agreement, if it is reasonably certain that it will not be exercised.

The Group has the option, under some of its lease agreements, to lease its assets for additional periods. NOS assesses the reasonableness of exercising the option to renew the contract. That is, NOS considers all the relevant factors that create an economic incentive for exercising the renewal. After the start date, the Group re-evaluates the termination of the contract if there is a significant event or changes in circumstances that are under control and affect its ability to exercise (or not exercise) the renewal option (a change in strategy of business).

Provisions

The Group periodically reviews any obligations arising from past events, which should be recognised or disclosed. The subjectivity involved in determining the probability and amount of internal resources required to meet obligations may give rise to significant adjustments, either due to changes in the assumptions made, or due to the future recognition of provisions previously disclosed as contingent liabilities

Deferred income tax assets

Deferred income tax assets are recognised only when there is strong assurance that there will be future taxable income available to use the temporary differences or when there are deferred tax liabilities whose reversal is expected in the same period in which the deferred tax assets are reversed. The assessment of deferred income tax assets is undertaken by management at the end of each period taking account of the expected future performance of the Group.

Expected credit losses

The credit risk on the balances of accounts receivable is assessed at each reporting date, using a collection matrix based on the historical past collections adjusted from the future expectation of collections evolution, to determine the uncollectibility rate. The expected credit losses of the accounts

Fair value of financial assets and liabilities

When the fair value of an asset or liabilities is calculated, on an active market, the respective market price is used. When there is no active market, which is the case with some of the Group's financial assets and liabilities, valuation techniques generally accepted in the market, based on market assumptions, are used.

The Group applies evaluation techniques for unlisted financial instruments, such as derivatives, financial instruments at fair value and instruments measured at amortised cost. The most frequently used valorization models are models of discounted cash flows and option models, which incorporate, for example, interest rate and market volatility curves.

For certain types of more complex derivatives, more advanced valuation models are used containing assumptions and data that are not directly observable in the market, for which the Group uses internal estimates and assumptions.

3.2. ERRORS, ESTIMATES, AND CHANGES TO ACCOUNTING POLICIES

During the financial years ended 31 December 2021 and 2022, no material errors, estimates or changes in accounting policies were recognised in relation to prior years. A reclassification of estimates to address uncertainties about the acceptance of a particular tax treatment by the Tax Authorities was made from Taxes payable to deferred tax liabilities, amounting to approximately €42.6 million (2021: €42.2 million), with restatement of the year 2021, for comparability purposes (Note 16).

4. Financial Risk Policies Management

4.1. FINANCIAL RISK MANAGEMENT

The Group's activities are exposed to a variety of financial risk factors: credit risk, liquidity risk and market risk.

The Group's Board of Directors takes responsibility for defining the principles for risk management and policies covering specific areas such as: exchange rate risk, credit risk, credit risk, the use of derivatives and other non-derivative financial instruments, and the investment of excess liquidity.

Credit Risk A)

Credit risk is essentially related to the risk of a counterparty defaulting on its contractual obligations, resulting in a financial loss to the Group is subject to credit risk in its operating and treasury activities.

The credit risk associated with operations is mainly related to receivables from services provided to customers (Notes 13 and 18). This risk is monitored on a regular business basis, and the aim of management is to: i) limit the credit granted to customers, considering the average collection period of each customer; ii) monitor the evolution of the level of credit granted; and iii) perform impairment analyses of accounts receivable on a regular basis.

The classification of a customer as being in default takes into account the particularity of each customer, business/segment and amounts involved. In the majority of seqments, a customer is considered to be in default if the debt is overdue for more than 180 days. In the residential segment, the main segment, NOS has as a restriction measure, the blocking of the services provided after 50 days of maturity without receipt.

The Group does not face any significant credit risk with any particular customer, insofar as the accounts receivable derive from a large number of customers from a wide range of businesses.

The adjustments for expected credit losses on accounts receivable are calculated considering: i) the risk profile of the customer, depending on whether it is a residential or corporate customer; ii) the average collection period, which differs from business; iii) the customer's financial condition; and iv) the future prospects for collection. Given the dispersion of customers it is not necessary to consider an additional adjustment for credit risk, besides the expected credit losses already recorded in accounts receivable - customers and accounts receivable - other.

On a regular basis, doubtful debts, overdue for more than 24 months and with total impairment loss recorded, are derecognised, after all collection procedures considered adequate for credit recovery have been exhausted or frustrated.

The following table represents the Group's maximum exposure to credit risk, as at 31 December 2021 and 2022, without taking into account any collateral held or other credit enhancements. For assets in the statement of financial position, the defined exposure is based on their carrying amount on the face of the statement of financial position.

31-12-2021 31-12-2022
Accounts receivable trade - current (Note 18) 256,982 229,636
Accounts receivable other - non-current (Note 13) 5,914 4,758
Accounts receivable other - current (Note 13) 4,152 4,667
Cash and cash equivalents (Note 22) 10.379 14,198
TOTAL FINANCIAL ASSETS 277,427 253,259

Accounts receivable - customers

The Group's exposure to credit risk is attributable mainly to the accounts receivable related to its operating activity. The amounts presented in the statement of financial position are net of expected credit losses that were estimated by the Group, in accordance with its experience and based on the economical environment evaluation. The Board of Directors believes that the carrying amounts of accounts receivable are similar to its fair value.

31-12-2021 31-12-2022
Not overdue 145,965 123,367
0 to 90 days 38,724 39,633
90 to 180 days 16,759 23,468
180 to 360 days 24,502 25,828
Over 360 days 228,660 231,922
ACCOUNTS RECEIVABLE 454,610 444,218
Not overdue (6,042) (5,909)
0 to 90 days (5,613) (6,179)
90 to 180 days (4,068) (12,588)
180 to 360 days (9,317) (14,980
Over 360 days (172,588) (174,926)
EXPECTED CREDIT LOSSES (197,628) (214,582)
TOTAL ACCOUNTS RECEIVABLE 256,982 229,636

At 31 December 2021 and 2022, the ageing of the trade receivables - trade receivables is as follows:

Credit risk monitoring is performed on a continuous basis and can be summarised as follows:

  • credit losses are calculated through the use of a collections matrix, which is based on past collections adjusted for the expected future evolution of collections, to determine the uncollectibility rate;
  • the balances of operators, agents and others are analysed individually and the expected credit losses are calculated taking into consideration the age of each balance, the existence of claims, the current financial situation of each third party and the future expectation of receiving the respective amounts due.

Cash and cash equivalents

The quarantees and collaterals existing for some operators and agents are not material.

The quality of the Group's credit risk, at 31 December 2021 and 2022, associated with this type of assets (Cash and Cash Equivalents except cash value), whose counterparties are financial institutions, is detailed as follows:

31-12-2021 31-12-2022
A 229 42
A- 23 5 834
BBB+ 8,524 3 871
BBB 882 1 084
BB+ રેક્ષેત્ર સ્વર્સ 2 016
BB 159
B+
B - 1 244
without rating 3 105
TOTAL 10,379 14,198

The ratings information was taken from Reuters, based on the ratings assigned by the three main rating agencies (Standard & Poor's, Moody's and Fitch).

B) Liquidity Risk

Prudent management of liquidity risk implies maintaining an adequate level of cash and cash equivalents to meet the assumed responsibilities, associated to the negotiation of credit lines with financial institutions. Under the adopted model, the Group has:

b.1) Commercial paper programmes used of €408 million, of which €5.5 million issued under programmes without underwriting. The total amount contracted under firm underwriting programmes is 710 million euros, corresponding to thirteen programmes, with six banking institutions, 572.5 million of which bear interest at market rates and 137.5 million are issued at fixed rates.

b.2) Bonds by private and direct offer in the amount of 590 million euros;

Based on estimated cash flows and taking into consideration the compliance with any covenants normally existing in loans payable, management regularly monitors the forecasts of the Group's liquidity reserve, including the amounts of unused credit lines, the amounts of cash and cash equivalents.

Covenants

From the loans obtained (excluding financial leases), besides being subject to the Group's compliance with its obligations (operational, legal and fiscal) 100% of them are subject to Cross default, Pari Passu and Negative Pledge clauses and 82% are subject to Ownership clauses.

Additionally, about 19% of total borrowings require that the consolidated net financial debt does not exceed 3 times EBITDA after payment of consolidated leases, about 4% require that the consolidated net financial debt does not exceed 3.5 times EBITDA after payment of consolidated leases, about 2% require that the consolidated net financial debt does not exceed 4 times EBITDA after payment of consolidated leases and about 8% require that the consolidated net financial debt does not exceed 5 times EBITDA after payment of consolidated leases.

Net Financial Debt = Loans - Leasings - Cash and Cash Equivalents

EBITDA = Operating profit + Depreciation and impairment losses + Restructuring costs + Losses / (gains) on disposal of assets + Other non-recurrent costs / (gains)

EBITDA after lease payments = EBITDA - lease payments (principal and interest)

The table below shows the Group's liabilities by contractual maturity intervals. The amounts shown in the table are the contractual undiscounted cash flows payable in the future and including the interest at which these liabilities are being remunerated.

31-12-2021 31-12-2022
LESS
THAN 1
YEAR
BETWEEN
1 AND 5
YEARS
OVER 5
YEARS
TOTAL LESS
THAN 1
YEAR
BETWEEN 1
AND 5
YEARS
OVER 5
YEARS
TOTAL
Borrowings:
Bond Issue 152,511 439,385 591,896 302,944 289,466 - 592,410
- Commercial Paper 64,410 367,477 431,887 42,888 364,993 - 407,881
- Foreign Loans 18,090 18,090
Bank overdrafts 731 731 7,136 7,136
Financial Leases 65,326 113,002 355,677 534,005 74,485 214,269 341,453 630,207
Accounts payable - trade 279,993 279,993 253,355 253,355
Accounts payable - other 34,091 5,323 34,727 74,141 53,789 9,618 32,510 95,917
Derivatives of financial
instruments
337 337 397 397
TOTAL 615,489 925,187 390,404 1,931,080 734,994 878,346 373,963 1,987,303

C) Market Risk

Exchange rate risk

Exchange rate risk is mainly related to exposure resulting from payments made to suppliers of terminal equipment and producers of audiovisual content for the Pay TV and audiovisual businesses, respectively. The commercial transactions between the Group and these suppliers are mainly denominated in US dollars.

Considering the balance of accounts payable resulting from transactions denominated in a currency different from the Group's functional currency, the Group contracts or may contract financial instruments, namely short-term foreign currency forwards, in order to hedge the risk associated with these balances (Note 21).

The Group has investments in foreign entities whose assets and liabilities are exposed to exchange rate variations (the Group has two subsidiaries in Mozambique, Lusomundo Moçambique and Mstar, whose functional currency is the Metical and two in Angola, Finstar and ZAP Media whose functional currency is the Kwanza). The Group has not adopted any policy of hedging the risk of exchange rate variations of these companies on the Group's cash flows in foreign currency.

A sensitivity analysis was performed considering a 10% strengthening or the functional currencies of the various financial investments at 31 December 2022. Thus, the financial investments would decrease by 3,258 thousand euros or increase by 3,982 thousand euros, respectively, with the counterpart of these variations being recorded in equity. In this sensitivity analysis, qains or losses that financial investments would recognise resulting from currency fluctuations are not considered.

The table bellow shows the Group's exposure to exchange rate risk at 31 December 2021 and 2022, based on the figures in the statement of financial position of the Group's financial assets and liabilities (amounts expressed in local currency):

31-12-2021
ાડ
DOLLAR
BRITISH
POUND
KWANZA MOZAMBIQUE
METICAL
ASSETS
Account receivable - trade 4.373
Account receivable - other
Tax receivable 6,491
Cash and cash equivalents 9,685
TOTAL ASSETS 4,373 16,176
LIABILITIES
Account payable - trade 5,456 (7) રેટ
Accounts payable - other 457
TOTAL LIABILITIES 5,913 (6) 35
NET (1,540) 7 16,141
31-12-2022
ાટ
DOLLAR
BRITISH
POUND
KWANZA MOZAMBIQUE
METICAL
ASSETS
Account receivable - trade 4,383
Account receivable - other
Tax receivable ર્દિક
Cash and cash equivalents 6,911
TOTAL ASSETS 4.384 1 7,562
LIABILITIES
Account payable - trade 7.943 (ટ) રે રે
Contas a pagar - Outros 117 2
TOTAL LIABILITIES 8,060 (4) 37
NET (3,676) - 7,525

NOS uses a sensitivity analysis technique that measures the estimated changes in results and equity of an immediate strengthening or weakening of the Euro against other currencies in the rates applied at 31 December 2022, for each class of financial instruments, holding other variables constant. This analysis is for illustrative purposes only, as in practice exchange rates rarely change in isolation.

The sensitivity analysis was performed using a strengthening or weakening of the Euro by 10% in all exchange rates. In such case, profits before taxes would have increased by 307 thousand euros (2021: increased by 102 thousand euros) or decreased by 375 thousand euros (2021: decreased by 125 thousand euros), respectively.

D) Interest rate risk

The risk of interest rate fluctuation can result in a cash flow risk or a fair value risk, depending on whether variable or fixed interest rates have been negotiated.

The Group's borrowings (with the exception of the public bond issue of 300 million euros, two commercial paper programmes of 37.5 and 100 million euros and the contracted leases) have variable interest rates, which exposes the Group to cash flow interest rate risk. The Group has adopted policy of hedging risk with interest rate swaps to hedge future interest payments on Bond loans and other borrowings (Note 25).

The NOS Group uses the sensitivity analysis technique, which measures the expected impacts on results and equity of an immediate increase or decrease of 0.25% (25 basis points) in market interest rates, for the rates applying at the date of the statement of position for each class of financial instrument, with all other variables constant. This analysis is for illustrative purposes only, as in practice market rates rarely change in isolation.

The sensitivity analysis is based on the following assumptions:

  • · Changes in market interest rates affect interest income or interest expense of variable financial instruments;
  • · Changes in market interest rates only affect interest income or expense in relation to financial instruments with fixed interest rates if these are recognised at fair value;
  • Changes in market interest rates affect the fair value of derivative financial instruments and other financial assets and liabilities;

Changes in the fair value of derivative financial instruments and other financial assets and liabilities are estimated by discounting future cash flows from current net values, using market rates at the year end.

Under these assumptions, a 0.25% increase or decrease in market interest rates for unhedged or floating rate loans as at 31 December 2022 would result in an increase or decrease in annual profit before tax of approximately €1.4 million (2021: €0.9 million).

Reqarding the interest rate swaps contracted, the sensitivity analysis that measures the estimated impacts of an immediate increase or decrease of 0.25% (25 basis points) in market interest rates, results in changes, compared to the current fair value of the instruments of more than 183 thousand euros (2021: approximately 0 euros) and less 167 thousand euros (2021: approximately 0 euros).

4.2. CAPITAL RISK MANAGEMENT

The objective of capital risk management is to safeguard the continuity of the Group's operations, with an adequate return to shareholders and generating benefits for all stakeholders.

The NOS Group's policy is to contract loans with financial entities, mostly at the level of the parent company, NOS, which in turn grants loans to its subsidiaries and associates. In the case of joint ventures, which contract financing in their own name, NOS participates in the contract process and is the guaranton for repayment of the loan. This policy aims to optimise the capital structure with a view to greater tax efficiency and reducing the average cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amounts of dividends to be distributed to shareholders, issue new shares, dispose of assets to reduce liabilities or launch share buyback programmes.

As applied by other entities operating in the market in which the Group's operations are carried out, the Group manages capital on the basis of the net financial debt/EBITDA ratio. Net financial debt is calculated as the total of current and non-current borrowings, excluding finance leases related to contracts for the acquisition of capacity utilisation rights and other long term contracts, less cash and cash equivalents, less cash and cash equivalents. The internal ratio set as a tarqet is a debt level below 3 times EBITDA.

31-12-2021 31-12-2022
Financial debt (Note 25)
1,042,604
1,007,427
(10,902)
Cash and cash equivalents (Note 22)
(15,215)
TOTAL FINANCIAL DEBT
1,031,702
992,212
Leases (Note 25)
534,005
630,207
TOTAL NET DEBT
1,565,707
1,622,419
EBITDA (1)
617,961
651,060
EBITDA after leasing payments (2)
518,931
547,727
Net financial debt / EBITDA after leasing payments
1.99
1.81
Total net debt / EBITDA
2.53
2.49

(1) EBITDA = Operating Result + Depreciation and Impairment Losses + Restructuring Costs + Losses/(Gains) on disposals of assets + Other Costs/(Gains) Non-Recurring

(2) EBITDA after leasings payments = EBITDA - Leasings payments (Capital and Interest)

31-12-2021
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Financial Assets in fair value
ASSETS
Other financial assets non-current (Note 15) 2,074 2,074
Derivative financial instruments - interest rate swap (Note 21) 105 105
Derivative financial instruments - exchange rate forward (Note 21) 317 317
422 2,074 2,496
LIABILITIES
Derivative financial instruments - equity swap (Note 21) 323 323
Derivative financial instruments - interest rate swap (Note 21) 10 10
Derivative financial instruments - exchange rate forward (Note 21) 4
337 337
31-12-2022
LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Financial Assets in fair value
ASSETS
Other financial assets non-current (Note 15) 5,248 5,248
Derivative financial instruments - interest rate swap (Note 21) 10,947 10,947
Derivative financial instruments - exchange rate forward (Note 21) 302 302
11,249 5.248 16,497
LIABILITIES
Derivative financial instruments - exchange rate forward (Note 21) 397 397
397 397

- ••

••

- ••

31-12-2021
TELCO AUDIOVISUALS ELIMINATIONS GROUP
ASSETS
NON - CURRENT ASSETS:
Tangible assets 1,031,185 9,915 1,041,100
Intangible assets 1,115,586 89,445 1,205,031
Contract costs 162,118 162,118
Rights of use 206,880 29,183 236,063
Investments in jointly controlled companies and associated
companies
127,114 47,227 (156,250) 18,091
Accounts receivable - other 48,856 3,004 (45,946) 5,914
Deferred income tax assets 71,385 10,005 81,390
Other non-current assets 2,562 643 3,205
TOTAL NON - CURRENT ASSETS 2,765,686 189,422 (202,196) 2,752,912
CURRENT ASSETS:
Inventories 43,532 482 44,014
Account receivables 396,514 68,996 (61,420) 404,090
Prepaid expenses 43,965 1,285 (372) 44,878
Other current assets 1,226 1,373 2,599
Cash and cash equivalents 10,204 698 10,902
TOTAL CURRENT ASSETS 495,441 72,834 (61,792) 506,483
TOTAL ASSETS 3,261,127 262,256 (263,988) 3,259,395
SHAREHOLDER'S EQUITY
Share capital 5,152 44,863 (44,863) 5,152
Capital issued premium 854,219 854,219
Own shares (12,353) (12,353)
Legal reserve 1,030 1,796 (1,796) 1,030
Other reserves and accumulated earnings 9,540 53,760 (98,886) (35,586)
Net income 132,689 21,719 (10,249) 144,159
EQUITY BEFORE NON - CONTROLLING INTERESTS 990,277 122,138 (155,794) 956,621
Non-controlling interests 6,379 6,379
TOTAL EQUITY 996,656 122,138 (155,794) 963,000
LIABILITIES
NON - CURRENT LIABILITIES:
Borrowings 1,251,644 69,844 (45,947) 1,275,541
Provisions 73,986 8,530 82,516
Accrued expenses 497 497
Other non-current liabilities 42,732 - 42,732
Deferred income tax liabilities 46,497 829 47,326
TOTAL NON - CURRENT LIABILITIES 1,415,356 79,203 (45,947) 1,448,612
CURRENT LIABILITIES:
Borrowings 331,535 12,283 (42,750) 301,068
Accounts payable 311,008 19,035 (14,411) 315,632
Tax payable 18,648 710
21,040
1 19,359
Accrued expenses
Other current liabilities
159,459 (4,715) 175,784
TOTAL CURRENT LIABILITIES 28,464
849,114
7,847
60,915
(371)
(62,246)
35,940
847,783
TOTAL LIABILITIES 2,264,470 140,118 (108,193) 2,296,395
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY 3,261,126 262,256 (263,987) 3,259,395
31-12-2022
TELCO AUDIOVISUALS ELIMINATIONS GROUP
ASSETS
NON - CURRENT ASSETS:
Tanqible assets 1,098,022 9,030 1,107,052
Intangible assets 1,117,022 92,536 - 1,209,558
Contract costs 160,594 160,594
Rights of use 270,493 27,230 297,723
Investments in jointly controlled companies and associated 122,712 46,256 (130,007) 38,961
companies
Accounts receivable - other 43,569 3,082 (41,893) 4,758
Deferred income tax assets 81,545 8,009 89,554
Other non-current assets 16,917 463 17,380
TOTAL NON- CURRENT ASSETS 2,910,874 186,606 (171,900) 2,925,580
CURRENT ASSETS:
Inventories 66,657 ટર્દિ 67,223
Account receivables
Prepaid expenses 50,891 1,721 (380) 52,232
Other current assets
Cash and cash equivalents 14,265 950 15,215
Assets for sale
TOTAL CURRENT ASSETS 528,251 52,745 (43,252) 537,744
TOTAL ASSETS 3,439,125 239,351 (215,152) 3,463,324
SHAREHOLDER'S EQUITY
Share capital 855,168 48,917 (48,917) 855,168
Capital issued premium 4,202 4,202
Own shares (15,968) (15,968)
Legal reserve 1,030 1,989 (1,989) 1,030
Other reserves and accumulated earnings 7,998 37,897 (68,809) (22,914)
Net income 216,203 18,207 (9,836) 224,574
EQUITY BEFORE NON - CONTROLLING INTERESTS 1,068,633 107,010 (129,551) 1,046,092
Non-controlling interests 6,251 6,251
TOTAL EQUITY 1,074,884 107,010 (129,551) 1,052,343
LIABILITIES
NON - CURRENT LIABILITIES:
Borrowings 1,188,142 63,931 (41,892) 1,210,181
Provisions
Other non-current liabilities
73,656 7,611 - 81,267
44,952 44,952
Deferred income tax liabilities
TOTAL NON - CURRENT LIABILITIES
49,296 829 50,125
CURRENT LIABILITIES: 1,356,046 72,371 (41,892) 1,386,525
Borrowings 433,941
305,870
17,185
17,086
(23,673) 427,453
307,144
Accounts payable (15,812)
Tax payable 37,485 1,357
17.274
38,842
Accrued expenses
Other current liabilities
199,001 7,068 (3,845) 212,430
31,898 (379) 38,587
Liabilities directly associated with assets held for sale
TOTAL CURRENT LIABILITIES
1,008,195 59,970 (43,709) 1,024,456
TOTAL LIABILITIES 2,364,241 132,341 2,410,981
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY 3,439,125 239,351 (85,601)
(215,152)
3,463,324
TELCO
AUDIOVISUALS
ELIMINATIONS GROUP
4° QUARTER 21 12M 21 4° QUARTER 21 12M 21 4° QUARTER 21 12M 21 4° QUARTER 21 12M 21
REVENUES:
Services rendered 326,482 1,273,248 21,170 59,466 (11,555) (37,466) 336,097 1,295,248
Sales 39,211 103,467 3,130 5,829 (46) (110) 42,295 109,186
Other operating revenues 6,584 24,741 ಕೆ. 1,725 (151 (601) 6,990 25,865
372,277 1,401,456 24,857 67,020 (11,752) (38,177) 385,382 1,430,299
COSTS, LOSSES AND GAINS:
Wages and salaries 18,389 73,446 2,567 8,590 20,956 82,036
Direct costs 104,195 396,969 5,674 11,031 (9,202) (32,560) 100,667 375,440
Costs of products sold 39,799 99,062 70 61 18 (48) 39,851 99,075
Marketing and advertising 18,626 37,945 1,318 2,797 (3,141) (12,121) 16,803 28,621
Support services 23,769 85,067 1,293 3,003 (1,325) (3,213) 23,737 84,857
Supplies and external services 28,816 100,679 (୧୨୮) (9,485) 1,934 9,765 30,055 100,959
Other operating losses / (gains) 136 465 16 ਟਤੋ 152 518
Taxes 7,647 31,096 16 57 7,663 31,153
Provisions and adjustments 5,239 9,989 23 (310) 5,262 9,679
246,616 834,718 10,282 15,797 (11,752) (38,177) 245,146 812,338
EBITDA 125,661 566,738 14,575 51,223 140,236 617,961
Depreciation, amortisation and impairment losses 99,654 393,528 7,009 25,939 106,663 419,467
Other losses / (gains), net 2,364 9,344 84 493 2,448 9,837
INCOME BEFORE LOSSES / (GAINS) PARTICIPATED COMPANIES,
FINANCIAL RESULTS AND TAXES
23,643 163,866 7,482 24,791 31,125 188,657
Net losses / (gains) of affiliated companies ୧୦୮ (3,984) ട് ഒട 383 1,140 (3,601)
Financial costs 8,724 32,503 448 1,615 9,172 34,118
Net foreign exchange losses / (gains) (61) (326) રે રે (305) (26) (631
Net losses / (gains) on financial assets (1) (8,009) 4 (2,228) 10,249 3 12
Net other financial expenses / (income) 731 3,104 19 738 3,123
9,998 23,288 1,029 (516) 10,249 11,027 33,021
INCOME BEFORE TAXES 13,645 140,578 6,453 25,307 (10,249) 20,098 155,636
Income taxes (5,361) 8,195 1,446 3,588 (3,915) 11,783
NET INCOME 19,006 132,383 5,007 21,719 - (10,249) 24,013 143,853
CAPEX 266,068 588,928 8,479 20,893 274,548 609,822
EBITDA - CAPEX (140,407) (22,190) 6,096 30,330 (134,312) 8,139

TELCO AUDIOVISUALS ELIMINATIONS GROUP
4° QUARTER 22 12M 22 4° QUARTER 22 12M 22 4° QUARTER 22 12M 22 4° QUARTER 22 12M 22
REVENUES:
Services rendered 339,200 1,325,968 23,838 82,372 (12,740) (45,599 350,298 1,362,741
Sales 34,440 115,823 3,952 12,404 (73) (183) 38,319 128,044
Other operating revenues 8,308 29,153 735 1,672 (151 (୧୦3) 8,892 30,222
381,948 1,470,944 28,525 96,448 (12,964) (46,385) 397,509 1,521,007
COSTS, LOSSES AND GAINS:
Wages and salaries 19,621 75,262 3,244 10,640 (4) (4) 22,861 85,898
Direct costs 100,936 356,738 5,978 18,695 (7,842) (30,414 99,072 345,019
Costs of products sold 33,770 111,836 952 2,761 (12) (35) 34,710 114,562
Marketing and advertising 19,136 43,774 801 2,870 (3,031) (11,896) 16,906 34,748
Support services 24,995 83,718 476 2,619 (504 (2,871) 24,967 83,466
Supplies and external services 36,449 147,282 2,844 9,121 (1,571) (1,165) 37,722 155,238
Other operating losses / (gains) 99 દર્ભદ 64 202 163 798
Taxes 8,147 34,858 31 127 8,178 34,985
Provisions and adjustments 2,041 15,998 (20) (765) 1,991 15,233
245,194 870,062 14,340 46,270 (12,964) (46,385) 246,570 869,947
EBITDA 136,754 600,882 14,185 50,178 150,939 651,060
Depreciation, amortisation and impairment losses 128,563 452,126 6,768 28,761 135,331 480,887
Other losses / (gains), net (23,748) (100,488) ರಿಕ 453 (23,653) (100,035)
INCOME BEFORE LOSSES / (GAINS) PARTICIPATED COMPANIES,
FINANCIAL RESULTS AND TAXES
31,939 249,244 7,322 20,964 39,261 270,208
Net losses / (gains) of affiliated companies (5,890) (22,798) 1,039 972 (297) (297 (5,148) (22,123)
Financial costs 8,847 31,437 (803) 141 8,044 31,578
Net foreign exchange losses / (gains) 675 298 (21 (74) 624 224
Net losses / (gains) on financial assets (7,278) 2 (2,752) 10,133 e 103
Net other financial expenses / (income) 773 3,296 5 23 778 3,319
4,409 4,955 192 (1,690) (297) 9,836 4,304 13,101
INCOME BEFORE TAXES 27,530 244,289 7,130 22,654 297 (9,836) 34,957 257,107
Income taxes (198) 28,216 1,885 4,447 1,687 32,663
NET INCOME 27,728 216,073 5,245 18,207 297 (9,836) 33,270 224,444
CAPEX 198,698 596,866 13,523 28,948 212,221 625,814
EBITDA - CAPEX (61,944) 4,016 662 21,230 (61,282) 25,246

EBTDA = Operational Result + Depreciation and impairment losses + Restructuring costs + Losses / (gains) on sale of asses / (gains) non-recurrent

CAPEX = Increases in tangible and intangible assets, contract costs and rights of use

Transactions between segments are performed on market terms and conditions in a comparable way to transactions performed with third parties.

At 31 December 2022, fully consolidated foresent less than 1% of assets (at 31 December 2021: less than 0.1% of consolicated turnover

7. Financial assets and liabilities classified in accordance with the IFRS 9 - financial instruments

The accounting policies set out in IFRS 9 for financial instruments were applied to the following items:

Considering the balances of the anounts to be paid and received to from state and considered butside the scope of PRS 7. Also, the captions of "Prepaid experse" and "Deferred income" were not included in this note, as the nature of such balances are not included in the scope of IFRS 7.

The Bard of Directro's believes hat the breakdown of financial instruments recorded at the present walle of the payments does not differ significativ from their bod value. This decision is based in the contractual terms of each financial instrument.

31-12-2021
FINANCIAL ASSETS DERIVATIVES FINANCIAL LIABILITIES TOTAL FINANCIAL ASSETS AND
LIABILITIES
NON FINANCIAL ASSETS
AND LIABILITIES
TOTAL
ASSETS
Other financial assets non-current (Note 15) 2,074 2,074 2,074
Derivative financial instruments (Note 21) 422 422 422
Accounts receivable - trade (Note 18) 323,934 323,934 323,934
Accounts receivable - other (Note 13) 10,066 10,066 14,240 24,306
Cash and cash equivalents (Note 22) 10,902 10,902 10,902
TOTAL FINANCIAL ASSETS 346,976 422 347,398 14,240 361,638
LIABILITIES
Borrowings (Note 25) - 1,576,609 1,576,609 1,576,609
Derivative financial instruments (Note 21) 337 337 337
Accounts payable - trade (Note 29) 279,993 279,993 279,993
Accounts payable - other (Note 30) - 73,921 73,921 220 74,141
Accrued expenses (Note 27) 176,281 176,281 176,281
TOTAL FINANCIAL LIABILITIES 337 2,106,804 2,107,141 220 2,107,361
31-12-2022
FINANCIAL ASSETS DERIVATIVES FINANCIAL LIABILITIES TOTAL FINANCIAL ASSETS AND
LIABILITIES
NON FINANCIAL ASSETS
AND LIABILITIES
TOTAL
5,248 5,248 5,248
11,249 11,249 11,249
319,441 319,441 319,44
9,425 9,425 11,965 21,390
15,215 15,215 15,215
349,329 11,249 360,578 11,965 372,543
1,637,634 1,637,634 1,637,634
397 397 397
253,355 253,355 253,355
95,725 95,725 192 95,917
212,431 212,431 212,431
- 397 2,199,145 2,199,542 192 2,199,734

31-12-2020 INCREASES DISPOSALS AND WRITE-OFFS TRANSFERS AND OTHERS 31-12-2021
ACQUISITION COST
Lands 838 41 796
Buildings and other constructions 263,952 267 (289) 12,690 276,320
Basic equipment 2,599,495 53,586 (39,947 152,023 2,765,157
Transportation equipment 512 - 514
Tools and dies 1,554 (1) 43 1,596
Administrative equipment 193,109 1,743 1,762) .945 195,035
Other tangible assets 43,471 147 18) 264 43,864
Tangible assets in-progress 39,349 163,763 (161,885) 41,227
3,142,280 219,506 (42,358) 5,080 3,324,509
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES
Buildings and other constructions 165,127 15,398 (440) 223 180,308
Basic equipment 1,758,042 153,859 (38,242) (1,095) ,872,564
Transportation equipment 510 513
Tools and dies ,420 ୧୦ 11 1,479
Administrative equipment 182,562 4,267 1,738) 91 185,182
Other tangible assets 43,006 372 18 43,362
2,150,667 173,957 (40,439) (777) 2,283,408
991,613 45,549 (1,919) 5,857 1,041,100
31-12-2021 INCREASES DISPOSALS AND WRITE-OFFS TRANSFERS AND OTHERS 31-12-2022
ACQUISITION COST
Land 796 (277) 519
Buildings and other constructions 276,320 1,140 (46,115) 32,914 264,259
Basic equipment 2,765,157 48,038 106,233) 202,213 2,909,175
Transportation equipment 514 514
Tools and dies 1,596 11 ,607
Administrative equipment 195,035 ,460 (2,769) 2,195 195,921
Other tangible assets 43,864 139 (90) 249 44,162
Tangible assets in-progress 41,226 231,250 5,414 (224,452) 53,438
3,324,508 282,027 (150,059) 13,119 3,469,595
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES
Buildings and other constructions 180,308 10,801 (31,615) 24 159,518
Basic equipment 1,872,564 200,375 101,234) (31) ,971,674
Transportation equipment 513 514
Tools and dies 1,479 ટેત્રે (10) 1,528
Administrative equipment 185,182 3,082 (2,766) 152 185,650
Other tangible assets 43,362 388 (105) 14 43,659
2,283,408 214,706 (135,730) 159 2,362,543
1,041,100 67,321 (14,329) 12,960 1,107,052

In the year ended 31 December 2022, the net amount of "Disposals and write-offs" corresponds, predominantly, to the sale of a portfolio of 293 mobile sites having NOS received for the operation 163.6 million euros, originating a gain of 100.6 million euros, recognised under the heading Losses / (gains) on disposal of assets.

At 31 December 2022, the tangible assets net value is composed mainly by basic equipment, namely:

  • equipment, and other equipment) in the amount of 831.8 million euros (31 December 2021: 775.1 million euros);
  • · Terminal equipment installed on client premises, included under Basic equipment, amounts to 105.7 million euros (31 December 2021: 107.6 million euros).

Tangible and intangible assets include interests and other financial expenses incurred directly related to the construction of certain tangible or intangible assets in progress.

At 31 December 2022, total net value of these costs amounted to 13.6 million euros (31 December 2021: 12.4 million euros). The amount of interest capitalised in the financial year ended on 31 December 2022 amounted to 1.6 million euros (31 December 2021: 1.1 million euros).

At 31 December 2021 and 2022, the value of commitments to third parties relating to investments to be made was as follows:

31-12-2021 31-12-2022
Network investments 124,687 64,220
Information systems investments 4.750 2,555
129,437 66,775

During the year ended 31 December 2022, the Company carried out an impairment analysis (see assumptions in Note 9) of the fixed assets allocated to cinema exhibition. Given the range of influence of each complex, the cinemas were grouped as cash-generating units on a regional basis for purposes of impairment testing. The regional cash generating units are Lisbon, Porto, Coimbra, Aveiro, Viseu and the cinemas dispersed throughout the remaining regions of the country are considered individual cash generating units.

In these impairment tests, a discount rate (before taxes) of 9.4% and a perpetuity growth rate of 2.0% were considered. From this analysis did not result any recognition of impairment losses.

Sensitivity analyses were performed to variations in discount rates and revenue growth of approximately 10% and to a perpetuity growth rate of 0%, from which no additional impairment losses were recognised.

31-12-2020 INCREASES TRANSFERS AND OTHERS 31-12-2021
ACQUISITION COST
Industrial property and other rights 1,739,434 2,241 240,305 1,981,959
Goodwill 641,400 641,400
Intangible assets in-progress 33,310 251,629 (245,078) 39,861
2,414,144 253,870 (4,773) 2,663,220
ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES
Industrial property and other rights 1,370,986 84,904 294 1,456,166
Other intangible assets 2,071 48) 2,023
1,373,057 84,904 246 1,458,189
1,041,087 168,966 (5,019) 1,205,031
31-12-2021 INCREASES TRANSFERS AND OTHERS 31-12-2022
ACQUISITION COST
Industrial property and other rights 1,981,959 13,730 107,848 2,103,180
Goodwill 641,400 641,400
Intangible assets in-progress 39,861 108,264 (120,908) 27,217
2,663,220 121,994 (13,060) 2,771,797
ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES
Industrial property and other rights 1,456,166 104,507 409 1,559,907
Intangible assets in-progress 2,023 309 2,332
1,458,189 104,507 100) 1,562,239
1,205,031 17,487 (12,960) 1,209,558

- ••

  • •••

- ••

- •••

31-12-2021 31-12-2022
Nature
Development of information systems (i) 18,695 16,534
Spectrum band 900MHz 10,998
Rights of use of films and series (ii) 4.600 5.877
Others 3.545 2.474
37,838 24,885

-

31-12-2021 31-12-2022
Telco 564,799 564,799
Audiovisuals 76,601 76,601
641,400 641,400

These estimates are based on the following assumptions:

TELCO AUDIOVISUALS SEGMENT
SEGMENT NOS
AUDIOVISUALS
NOS
CINEMAS
Discount rate (before taxes) 6.5% 9.4% 9.4%
Assessment period 5 years 5 years 5 years
EBITDA Growth (2021-26)* 3.0% -6.2% 4.2%
Perpetuity growth rate 2.0% 2.0% 2.0%

* EBITDA = Operating Income + Depreciation and Impairment Losses + Restructuring Costs + Losses / (Gains) on disposal of assets + Other Costs / (Gains) Non-Recurring (CAGR - average 5 years)

In the Telco segment, the assumptions used are based on past performance, evolution of the number of customers, expected development of regulated tariffs, current market conditions, and expectations of future development.

In the cinema segment, the most affected segment by COVID-19, strong EBITDA growth is justified on the prospect of a recovery in activity to levels close to those pre-pandemic.

The number of years specified in the impairment tests depends on the degree of maturity of the several businesses and markets, and were determined based on the most appropriate criterion for the valuation of each cash-generating unit.

Sensitivity analyses were performed to variations in the discount rate and growth rate in the perpetuity of the various reported segments, of 1 percentage point and 0.4 percentage points, respectively.

In the telecommunications segment, sensitivity analysis were also performed to variations in the operational indicators RGU (Revenue Generating Unit), ARPU (Average Revenue per User), EBITDA and CAPEX, in perpetuity, of approximately 5%.

In the cinema segment, sensitivity analysis were conducted on variations in the projected number of tickets sold, average revenue per ticket, EBITDA and CAPEX, in perpetuity, of approximately 5%.

These simulations did not result in the need to reinforce impairment.

10. Contract costs

In the financial years ended on 31 December 2021 and 2022, the movements in this item were as follows:

31-12-2020 INCREASES 31-12-2021
ACQUISITION COST
Cost of attracting customers 491,490 65,477 556,967
Costs of fulfilling customer contracts 223,961 32,923 256,884
715,451 98,400 813,851
ACCUMULATED AMORTIZATIONS AND IMPAIRMENT LOSSES
Cost of attracting customers 393,153 64,417 457,570
Costs of fulfilling customer contracts 160,175 33,988 194,163
553,328 98,405 651,733
162,123 (ર) 162,118
31-12-2021 INCREASES 31-12-2022
ACQUISITION COST
Cost of attracting customers 556,967 66,505 623,472
Costs of fulfilling customer contracts 256,884 29,956 286,840
813,851 96,461 910,312
ACCUMULATED AMORTIZATIONS AND IMPAIRMENT LOSSES
Cost of attracting customers 457,570 64,580 522,150
Costs of fulfilling customer contracts 194,163 33,405 227,568
651,733 97,985 749,718
162,118 (1,524) 160,594

Contract costs refers to commissions paid to third parties and other costs related to raising customers' loyalty contracts, including portability costs. These costs are amortised, systematically and consistently, with the transfer to customers of goods or services to which the asset is related (between 2 and 4 years).

11. Rights of use

In the financial years ended on 31 December 2021 and 2022, the movements in this item were as follows:

31-12-2020 INCREASES DISPOSALS
AND
WRITE-
OFFS
TRANSFERS
AND
OTHERS
31-12-2021
ACQUISITION COST
Telecommunications towers and rooftops 138,590 4,226 105 142,921
Movie theatres 114,332 3,990 118,322
Transponders 91,709 78 91,787
Equipments 132,737 16,324 - 149,061
Buildings 72,979 4,501 77,480
Fiber optic rental 40,337 (191) - 40,146
Stores 19,596 1,849 - 21,445
Others 34,052 7,269 41,321
644,332 38,046 - 105 682,483
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES
Telecommunications towers and rooftops 45,575 10,562 56,137
Movie theatres 79,595 8,255 1,700 89,550
Transponders 62,540 5,840 68,380
Equipments 84,777 18,007 102,784
Buildings 52,119 7,992 (1,700) 58,411
Fiber optic rental 28,449 3,570 32,019
Stores 14,184 2,401 16,585
Others 16,996 ട്, 258 - 22,554
384,235 62,185 446,420
260,097 (24,139) 105 236,063
31-12-2021 INCREASES DISPOSALS
AND
WRITE-
OFFS
TRANSFERS
AND
OTHERS
31-12-2022
ACQUISITION COST
Telecommunications towers and rooftops 142,921 81,398 - 224,319
Movie theatres 118,322 6,001 124,323
Transponders 91,787 1,965 - 93,752
Equipments 149,061 16,919 (70) - 165,910
Buildings 77,480 13,858 (3) - 91,335
Fiber optic rental 40,146 (9) - 40,137
Stores 21,445 3,102 - 24,547
Others 41,321 2,098 (4) - 43,415
682,483 125,332 (77) 807,738
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES
Telecommunications towers and rooftops 56,137 13,813 - 69,950
Movie theatres 89,550 7,772 - 97,322
Transponders 68,380 6,172 - 74,552
Equipments 102,784 16,424 (70) - 119,138
Buildings 58,411 7,743 (3) - 66,151
Fiber optic rental 32,019 3,049 - 35,068
Stores 16,585 3,289 - 19,874
Others 22,554 5,410 (4) - 27,960
446,420 63,672 (77) - 510,015
236,063 61,660 - 297,723

The caption "Rights of Use" refers to assets associated with lease contracts. These assets are amortised according to the duration of the respective agreement, except for the lease of equipment with a purchase option that is amortised over the estimated period of use.

12. Investments in jointly controlled companies and associated companies

At 31 December 2021 and 2022, this item was composed as follows:

31-12-2021 31-12-2022
INVESTMENTS - EQUITY METHOD
Finstar* 12,550 32,811
Dreamia 2,989 2,347
Mstar 2.029 3,023
Other companies (552) 780
17,016 38,961
ASSETS 18,091 38,961
LIABILITIES (NOTE 26) (1,075)
* Consolidated from Finstar and 7AP Media

Movements in "Investments in jointly controlled companies and associated companies" in the financial year ended on 31 December 2021 and 2022 were as follows:

12M 21 12M22
AS AT JANUARY 1 10,897 17,016
Gains / (losses) of exercise (Note 37) 3.778 22,123
Changes in equity 2,341 (178)
AS AT DECEMBER 31 17,016 38,961

Amounts related to changes in equity of the companies registered by the equity method of consolidation are mainly related to foreign exchange impacts of the investment in currencies other than euro.

The assets, liabilities and results of the jointly controlled companies and associated companies in the financial year ended on 31 December 2021 and 2022, are as follows:

31-12-2021
ENTITY NON-
CURRENT
ASSETS
CURRENT
ASSETS
NON-
CURRENT
LIABILITIES
CURRENT
LIABILITIES
EQUITY REVENUE NET
INCOME
%
HELD
Sport TV 81,857 67,376 5,920 131,009 12,304 236,924 1,140 25%
Dreamia 294 18,087 6.708 5,529 6,144 16,108 (285) 50%
Finstar 62,579 111,165 131,912 41,832 150,791 16,248 30%
Mstar 549 11,757 7,125 5,181 3,795 1.203 30%
Upstar 1,184 36,392 17,096 19,208 1,272 21,280 35 30%
Big Picture 2 Films 744 2,791 546 2,456 533 2,708 (16) 20%
Dualgrid 229 166 70 388 30 50%
Dreamia S.I. 14.752 744 6,180 ,878 7.438 1,232 (609) 50%
161,966 248,541 36,450 299,283 74,774 433,226 17,446
31-12-2022
ENTITY NON-
CURRENT
ASSETS
CURRENT
ASSETS
NON-
CURRENT
LIABILITIES
CURRENT
LIABILITIES
EQUITY REVENUE NET
INCOME
%
HELD
Sport TV* 84,507 99.229 71 159,280 24,385 208,331 12,080 25%
Dreamia 876 16,985 6,924 6,066 4,871 16,568 (1,272) 50%
Finstar 77,697 199,314 167,640 109,371 339,309 68,907 30%
Mstar 1,064 16,336 9,009 8,391 30,665 2.927 30%
Upstar 976 20,089 18,873 2,192 21,423 920 30%
Big Picture 2 Films 770 893 522 780 361 3,270 (172) 20%
Dualgrid 6 267 176 97 516 38 50%
Dreamia S.L. 14,967 1,126 6,363 2,302 7,428 2,213 ರಿ) 50%
180.863 354.239 13.880 364.126 157.096 622.295 83.419

* During the 2021 financial year, Sport TV changed the annual reporting period from 31 December to 30 June (aligning with the period of the football seasons), therefore, in the accounts presented in the table above, revenues and net income correspond to the values relating to the reported period of 12 months of each of the financial years.

Indicators presented in the tables above do not include consolidated adjustments which were considered when determining the Group's interest in the results, assets and liabilities of jointly controlled and associated companies.

In the financial year ended on 31 December 2022, the assets, liabilities and results of jointly controlled company ZAP Media (100% held by Finstar) are:

31-12-2077
ENTITY NON-
CURRENT
ASSETS
CURRENT
ASSETS
NON-
CURRENT
LIABILITIES
CURRENT
LIABILITIES
EQUITY REVENUE NET
INCOME
ZAP Media 29,113 - - 24,833 39,566 14,380 - - 50,268 11.835

The differences between the individual accounts (prepared in accordance with Angolan regulations) and the Finstar Group (Finstar + ZAP Media) correspond, predominantly, to the annulment of balances and transactions between the companies and the adjustment because the companies were in a hyperinflationary economy from 2017 to September 2019 (IAS 29).

The Group has several controls regarding the reporting process of its jointly controlled and associated companies. The amounts included in the reported financial statements are subject to audit in cases where it is legally required. In the remaining cases and in those where the audit has not been completed, specific review procedures are carried out by the Group.

The Board of Directors believes that the seizure of assets to Mrs. Isabel dos Santos, in the specific case of the shares held by her in Finstar, ZAP Media, Mstar and Upstar (where she holds 70% of the capital

13. Accounts receivable - other

At 31 December 2021 and 2022, this item was composed as follows:

31-12-2021 31-12-2022
CURRENT NON CURRENT CURRENT NON CURRENT
Accounts receivables 4.916 6,674 5.646 5,640
Advances to suppliers 14.240 11,965
19,156 6,674 17,611 5,640
Impairment of other receivable (764) (760) (979) (882)
18,392 5,914 16,632 4,758

At 31 December 2022, this item corresponds predominantly to:

  • · associated companies, the amount receivable of 2.8 million euros from the sale of NOS International Carrier Services.

The summary of movements in impairment of otherreceivable in other accounts receivable is as follows:

12M 21 12M 22
AS AT JANUARY 1 1.501 1,524
Increases (Note 36) 183 231
Utilizations / Others (160) 106
AS AT DECEMBER 31 1,524 1,861

14. Taxes payable and receivable

At 31 December 2021 and 2022, these items were composed as follows:

31-12-2021 31-12-2022
RECEIVABLE PAYABLE RECEIVABLE PAYABLE
NON CURRENT
Debt regularization 149 - 369
149 - 369
CURRENT
Value-added tax (VAT) 2,117 12,682 6,484 21,891
Income taxes 2,780 13,070
Personnel income tax witholdings 1.887 1,883
Social Security contributions 1,887 1,865
Others 421 123 422 133
2.538 19,359 6,906 38,842
2,687 19,359 7,275 38,842

At 31 December 2021 and 2022, the amounts of CIT (Corporate Income Tax) receivable and payable were composed as follows:

31-12-2021 31-12-2022
Estimated current tax on income (25,829) (45,776)
Payments on account 21,493 30,596
Withholding income taxes 911 966
Others 645 1,144
(2,780) (13,070)

In the financial year ended on 31 December 2022, the item "Tax processes" includes liabilities, related to ongoing tax processes, of which highlights:

• Future credits transferred: for the financial year ended at 31 December 2010, NOS SA was notified of the Report of Tax Inspection, when it is considered that the increase, when calculating the taxable profit for the year 2008, of the amount of 100 million euros, with respect to initial price of future credits transferred to securitization, is inappropriate. Given the principle of periodization of taxable income, NOS SA was subsequently notified of the improper deduction of the amount of 20 million euros in the calculation of taxable income between 2009 and 2013. Given that the increase made in 2008 was not accepted due to not complying with Article 18 of the CIRC, also in the years following, the deduction corresponding to credits generated in that year, will eliminate the calculation of taxable income, to meet the annual amortization hired as part of the operation (20 million per year for 5 years). NOS SA challenged the decisions regarding the 2009 to 2013 fiscal year and will appeal for the judicial review in due time the decision regarding the 2008 to 2013 fiscal year. Regarding the year 2008, the Administrative and Fiscal Court of Porto has already decided unfavorably, in March 2014. The company has appealed.

In March 2021, NOS SA was notified of the dismissal issued by the Court of Appeal. Not accepting the decision, NOS filed a Review Appeal with the Supreme Administrative Court, pending, in this regard, the issuance of the respective admissibility order.

In May 2022, NOS was notified of the decision which did not admit the review appeal. An appeal has been filed against the Constitutional Court with suspensive effects on the transit of that non-admission decision. In addition to that appeal, an application was lodged in the file for recognition of the invalidity of the decision, for lack of reasoning. Both expedients are pending consideration and decision.

· Supplementary Capital: the fiscal authorities believe that NOS SA has broken the principle of full competition under the terms of (1) of Article 58 of the Corporate Tax Code (CIRC) currently Article 63 -, by granting supplementary capital to its subsidiary NOS, without having been remunerated at a market interest rate. In consequence, it has been notified, with regard to the years 2004, 2005, 2006 and 2007 of corrections to the determination of its taxable income in the total amount of 20.5 million euros. NOS SA contested the decision with regard to all the above-mentioned years. As for the year 2004, the Court has decided favorably. This decision is concluded (favorably), originating a reversal of provisions, in 2016, in the amount of 1.3 million euros plus interest. As for the years 2006 and 2007, the Porto Fiscal and Administrative Court has already decided unfavorably. As for the year 2005, the Court decided favorably, having been concretized by the Tax Authorities, which meant the provision reversal of one million euros, in 2018.

15. Other non-current financial assets

On 31 December 2021 and 2022, this caption is composed as follows:

31-12-2021 31-12-2022
Fundo TechTransfer 637 963
Didimo - 1,415
Seems Possible 800 800
Reckon.ai 250 500
MindProber 1 500
SkillAugment 300
Others 387 770
2,074 5,248

During the financial year ended on 31 December 2022, NOS reinforced its investment in start-up Reckon.ai and invested in the start-up Didimo, which develops photo-based 3D digital avatars, in the start-up MindProber, which has developed a pioneering platform capable of measuring the emotional impact that multimedia content has on consumers, and in the start-up SkillAugment (KIT-AR), which develops solutions using emerging technologies such as augmented reality and artificial intelligence.

16. Income tax expense

NOS and its subsidiaries are subject to IRC - Corporate Income Tax -at the rate of 21% on taxable amount (taxable profit less eventual tax losses subject to deduction), plus IRC surcharge at the maximum rate of 1.5% on taxable profit, giving an aggregate rate of approximately 22.5%. Additionally, following the introduction of austerity measures approved by Law 66-B/2012 of 31 December, and respective addendum published by Law 114/2017 of 29 December, this rate was raised by 3% and will be applied to the company's taxable profit between 1.5 million euros and 7.5 million euros, by 5% to the company's taxable profit which exceeds 7.5 million euros, and by 9% to the company's taxable profit above 35 million euros.

In the calculation of taxable income, amounts, which are not fiscally allowable, are added to or subtracted from the book results. These differences between accounting income and taxable income may be of a temporary or permanent nature.

NOS is taxed in accordance with the Special Regime for Taxation of Corporate Groups, which covers the companies in which it directly or indirectly holds at least 75% of their share capital and which fulfil the requirements of Article 69 of the IRC Code.

The companies covered by the Special Regime for Taxation of Corporate Groups in 2022 are:

  • NOS (parent company) •
  • Empracine
  • Lusomundo Imobiliária
  • Lusomundo SII
  • NOS Açores
  • NOS Audiovisuais
  • NOS Audiovisuais SGPS
  • NOS Cinemas
  • NOS Comunicações
  • NOS Internacional SGPS
  • NOS Audio Sales and Distribution
  • NOS Madeira
  • ·
  • NOS Sistemas
  • NOS Technology
  • NOS Wholesale
  • · NOS Corporate Center
  • NOS Property •
  • Per-mar
  • Sontária .
  • Teliz

Under current legislation, tax declarations are subject to review and correction by tax authorities for a period of four years, except when tax losses have occurred or tax benefits have been obtained, whose term, in these cases, matches the deadline to use them. It should be noted that in the event of inspections, appeals, or disputes in progress, these periods might be extended or suspended.

The Board of Directors of NOS, based on information from its tax advisers, believes that these and any other revisions and corrections to these tax declarations, as well as other contingencies of a fiscal nature, will not have a significant effect on the consolidated financial statements as at 31 December 2022.

02 CONSOLIDATED FINANCIAL STATEMENTS

A) Deferred tax

NOS and its associated companies have reported deferred tax relating to temporary differences between the taxable basis and the book amounts of assets and liabilities, and tax losses carried forward at the date of the statement of financial position. The movements in deferred tax assets and liabilities for the financial year ended on 31 December 2021 and 2022 were as follows:

31-12-2020 INCOME
(NOTE B)
EQUITY 31-12-2021
DEFERRED INCOME TAX ASSETS
Impairment of other receivable 8,221 (1,690) - 6,531
Inventories 1,993 546 - 2,539
Other provision and adjustments 44.698 (3,053) - 41,645
Intragroup gains 19,672 1,220 1 20,892
Liabilities recorded as part of the allocation of fair
value to the liabilities acquired in the merger
4,979 (11) - 4,968
Assets recognised under application of IFRS 16 2,994 1,745 - 4,739
Derivatives 225 52) (97) 76
82,782 (1,295) (97) 81,390
DEFERRED INCOME TAX LIABILITIES
Tax litigation 44,286 (2,119) - 42,167
Revaluations of assets as part of the allocation of fair
value to the assets acquired in the merger
2,592 (163) - 2,429
Derivatives 24 92 116
Others 2,433 181 2,614
49,311 (2,077) 92 47,326
NET DEFERRED TAX 33,471 782 (189) 34,064
31-12-2021 INCOME
(NOTE B)
EQUITY 31-12-2022
DEFERRED INCOME TAX ASSETS
Impairment of other receivable 6,531 2,757 - 9,288
Inventories 2,539 40 - 2,579
Other provision and adjustments 41.645 (1,884) - 39,761
Intragroup gains 20,892 5,959 - 26,851
Liabilities recorded as part of the allocation of fair value
to the liabilities acquired in the merger
4,968 (103) - 4,865
Assets recognised under application of IFRS 16 4,739 1,421 - 6,160
Derivatives 76 12 (38) 50
81,390 8,202 (38) 89,554
DEFERRED INCOME TAX LIABILITIES
Tax litigation
Revaluations of assets as part of the allocation of fair
value to the assets acquired in the merger
2,429 (194) - 2,235
Derivatives 116 (26) 2,397 2,487
Others 2,614 171 2,785
47,326 402 2,397 50,125
NET DEFERRED TAX 34,064 7,800 (2,435) 39,429

At 31 December 2022, the deferred tax assets related to the other provisions and adjustments are mainly due:

  • adjustments in fixed tangible assets and intangible assets, amounted to 31.2 million euros (31 December 2021: 31.8 million euros); and
  • · Other provisions amounted to 8.6 million euros (31 December 2021: 9.6 million euros).

The revaluations of assets refer to the appreciation of telecommunications licenses and other assets at the merger of Group companies.

At 31 December 2022, deferred tax assets were not recognised for an amount of 0.4 million euros, corresponding mainly to tax incentives and losses.

Deferred tax assets were recoqnised when it is probable that taxable profits will occur in future that may be used to absorb tax losses or deductible tax differences. This assessment was based on the business plans of the Group's companies, which are regularly revised and updated.

At 31 December 2022, the tax rate used to calculate the deferred tax assets relating to tax losses carried forward was 21% (2021: 21%). In the case of temporary differences, the rate used was 22.5% (2021: 22.5%) increased to a maximum of 6.5% (2021: 6.5%) of state surcharge when the taxation of temporary differences in the estimated period of application of the state surcharge was perceived as likely. Tax benefits, related to deductions from taxable income, are considered 100%, and in some cases, their full acceptance is conditional upon the approval of the authorities that grants such tax benefits.

Under the terms of Article 88 of the IRC Code, the Company is subject to autonomous taxation on a series of charges at the rates set out in that Article.

With the State Budget for 2023, tax losses will have no time limit for carry forward, but there will be a limitation on their deduction up to 65% of the taxable profit generated.

B) Effective tax rate reconciliation

In the financial year ended on 31 December 2021 and 2022, the reconciliation between the nominal and effective rates of tax was as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
Income before taxes 20,098 155,636 34,957 257,107
Statutory tax rate 22.5% 22.5% 22.5% 22.5%
ESTIMATED TAX 4.522 35,018 7,865 57,849
Permanent differences 403 (1,082) (5,387) (17,373)
Tax benefits (8,343) (21,747) (1,717) (11,601)
State surcharge (753) 4,373 1.519 9,458
Autonomous taxation 160 609 154 630
Others 96 (5,388) (747) (6,300)
INCOME TAXES (3,915) 11,783 1.687 32,663
Effective Income tax rate -19.5% 7.6% 4.8% 12.7%
Income tax (3,084) 12,565 6,699 40,463
Deferred tax (831) (782) (5,012) (7,800)
(3,915) 11,783 1,687 32,663

At 31 December 2021 and 2022, the permanent differences were composed as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
Equity method (Note 37) 1,140 (3,601) (5,148) (22,123)
Capital gains i) (17.497) (54,702)
Others 652 (1,208) (1,298) (388)
1,792 (4,809) (23,943) (77,213)
22.5% 22.5% 22.5% 22.5%
403 (1,082) (5,387) (17,373)

i) capital gains generated from the sale of mobile sites, taxed at 50%, resulting from the intention to reinvest the realisation value of assets held for more than one year.

Additionally, the amount registered as fiscal benefits relates to the register of deferred taxes and the use of tax benefits for which there was no record of deferred taxes: SIFIDE (Business Research and Development Tax Incentives System), a tax benefit introduced by Law 40/2005 of 3 August and RFAI (Investment Tax Incentive Regime) introduced by Law 10/2009 of 10 March; and provisions for used tax incentives. The reduction in the year ended 31 December 2022 results, predominantly, from the recognition, in 2021, of tax incentives relating to the year 2020 and 2021, and in 2022, of tax incentives relating to the year itself.

17. Inventories

At 31 December 2021 and 2022, this item was composed as follows:

31-12-2021 31-12-2022
INVENTORIES
Telco 52,467 75,818
Audiovisuals 482 566
52,949 76,384
IMPAIRMENT OF INVENTORIES
Telco (8,935) (9,161)
(8,935) (9,161)
44,014 67,223

The movements occurred in impairment adjustments were as follows:

12M 21 12M 22
AS AT JANUARY 1 7,292 8,935
Increase and decrease - Cost of products sold (Note 34) 4.329 1,817
Utilizations / Others (2,686) 1,591)
AS AT DECEMBER 31 8,935 9,161

18. Accounts receivable - trade

At 31 December 2021 and 2022, this item was as follows:

31-12-2021 31-12-2022
Trade receivables 454,610 444,218
Unbilled revenues 66,952 89,805
521,562 534,023
Impairment of trade receivable (197,628) (214,582)
323,934 319,441

The amounts to be invoiced correspond mainly to the value of contractual obligations already met or partially met and whose invoicing will occur subsequently.

The movements occurred in impairment adjustments were as follows:

12M 21 12M 22
AS AT JANUARY 1 195,165 197,628
Increases and decreases (Note 36) 8,730 19,333
Penalties 25,667 18,365
Utilizations / Others (31.944) (20,744)
AS AT DECEMBER 31 197,628 214,582

Penalties correspond to the invoiced penalties, in the period, for which the full expected credit losses are registered, and the register was made by deduction from the respective revenue.

19. Contract assets

At 31 December 2022, the contract assets, in the amount of 60.1 million euros (31 December 2021: 61.8 million euros), correspond to discounts, attributed to customers at the time of the sale of equipment (included in the telecommunications packages) and which are allocated to monthly fees / services rendered, within the scope of the allocation of credits to different types of performance obligations, according to IFRS 15. These assets are deferred, at the time of sale of the equipment, and recognised over the contract period (service rendered).

20. Prepaid expenses

At 31 December 2021 and 2022, this item was composed as follow:

31-12-2021 31-12-2022
Programming costs i) 18.473 21,091
Costs related to specific corportate projects 9,010 10,941
Costs of litigation procedure activity ii) 4,750 5,591
Repair and maintenance 927 1,875
Insurance 1.038 1,333
Advertising 872 132
Others iii) 9.808 11,269
44,878 52,232
  • i) Programming costs correspond to costs inherent to the availability of channels, namely fixed fees, billed in advance. This cost is recognised in the period in which the channel is made available and transmitted, and recognised as a programming cost, in the Consolidated Income Statement.
  • ii) Deferred costs related to collection actions correspond to services paid in advance to external entities as part of the processes for recovering customer debts / collection actions. These costs are recognised as the service is provided.
  • iii) "Others" includes deferred costs, mainly related to expenses to be recognised from various supplies and external services, such as specialized works, maintenance and repair work and others, billed in advance by suppliers (quarterly or annual billing), the respective expense being recognised in the income statement as the service is provided.

21. Derivative financial instruments

Interest rate derivatives

At 31 December 2022, NOS have 3 interest rate swaps in a total amount of 180 million euros (31 December 2021: 150 million euros), with forward start on September 2022.

Own shares derivatives

During the financial year ended on 31 December 2022, NOS early terminated its derivatives on own shares that hedged the delivery of share plans to be settled in cash, following a change in the estimate on how to deliver these plans (Note 47).

Exchange rate derivatives

At the date of the statement of the financial position there are foreign currency forwards open worth 41,147 thousand euros (31 December 2021: 6,268 thousand euros).

31-12-2021
ASSETS LIABILITIES
NOTIONAL CURRENT NON
CURRENT
CURRENT NON
CURRENT
Interest rate swaps 150,000 10 -
Equity Swaps 3,004 105 323 -
Exchange rate forward 6,268 61 256 4 -
159,272 61 361 337 -
31-12-2022
ASSETS LIABILITIES
NOTIONAL CURRENT NON
CURRENT
CURRENT NON
CURRENT
Interest rate swaps 180,000 10,947
Exchange rate forward 41,147 302 397 -
221,147 11,249 397 l

Movements during the financial year ended on 31 December 2021 and 2022 were as follows:

31-12-2020 INCOME EQUITY 31-12-2021
Fair value interest rate swaps (51) 40 (10)
Fair value exchange rate forward 4) 317 313
Fair value equity swaps (950) 342 390 (218)
DERIVATIVES (1,001) 339 747 85
Deferred income tax liabilities (24) (92) (116)
Deferred income tax assets 225 (52) (97) 76
DEFERRED INCOME TAX 225 (76) (189) (40)
(776) 263 228 45
31-12-2021 INCOME EQUITY 31-12-2022
Fair value interest rate swaps (10) 10,957 10,947
Fair value exchange rate forward 313 (157) (251) (ਰੇਟ)
Fair value equity swaps (218) 32 186
DERIVATIVES 85 (125) 10,892 10,852
Deferred income tax liabilities (116) 26 (2,397) (2,487
Deferred income tax assets 76 12 (38) 50
DEFERRED INCOME TAX (40) 38 (2,435) (2,437)
45 (87) 8,457 8,415

22. Cash and cash equivalents

At 31 December 2021 and 2022, this item was composed as follows:

31-12-2021 31-12-2022
Cash 523 1,017
Other deposits 125
Terms deposits 10.254 14,198
Cash and cash equivalents 10,902 15,215
Bank overdrafts (Note 25) 731 7,136
Cash and cash equivalents
for the purposes of the Cash Flow Statement
10,171 8,079
31-12-2021 31-12-2022
NUMBER OF
SHARES
% SHARE
CAPITAL
NUMBER OF
SHARES
% SHARE
CAPITAL
Sonaecom, SGPS, S.A. 134,322,268 26.07%
ZOPT, SGPS, SA 268,644,537 52.15% 134.322.269 26.07%
Sonae, SGPS, S.A. 38.000.000 7.38% 55.524.516 10.78%
Mubadala Investment Company 25.758.569 5.00% 25.758.569 5.00%
TOTAL 332,403,106 64.52% 349,927,622 67.93%

-

-

- ••••••

At 31 December 2022 there were 4,008,391 own shares, representing 0.7781% of share capital (31 December 2021: 3,002,427 own shares, representing 0.5828% of the share capital).

The movements occurred in the financial year ended on 31 December 2021 and 2022 were as follows:

QUANTITY VALUE
BALANCE AS AT 1 JANUARY 2021 3,424,754 14,859
Acquisition of own shares 687.000 2.069
Distribution of own shares - share incentive scheme (963,026) (3.977
Distribution of own shares - other remunerations (146.301) (598)
BALANCE AS AT 31 DECEMBER 2021 3,002,427 12,353
BALANCE AS AT 1 JANUARY 2022 3,002,427 12,353
Acquisition of own shares 1,868,129 7.087
Distribution of own shares - share incentive scheme (791.257) (3,186)
Distribution of own shares - other remunerations (70.908) (286)
BALANCE AS AT 31 DECEMBER 2022 4,008,391 15,968

23.4. RESERVES

Legal reserve

Company law and NOS Articles of Association establish that at least 5% of the Company's annual net profit must be used to build up the legal reserve until it corresponds to 20% of the share capital. This reserve cannot be distributed except in the event of liquidation of the company, but it may be used to absorb losses after all other reserves have been exhausted, or for incorporation in the share capital.

Other reserves

Under Portuguese law, the amount of distributable reserves is determined according to the individual financial statements of the company prepared in accordance with IAS / IFRS. Thus, on 31 December 2022 NOS had reserves, which by their nature are considered distributable for an amount of approximately 342.3 million euros, not including the net income.

Dividends

The General Meeting held on April 21, 2021 approved the Board of Directors' proposal to pay an ordinary dividend per share of 0.278 euros, in the amount of 143,215 thousand euros. The dividend attributable to own shares amounted to approximately 838 thousand euros. The dividends were paid on May 6, 2021. The General Meeting of Shareholders held on April 21, 2022 approved the Board of Directors' proposal to pay an ordinary dividend per share of €0.278 thousand, in the amount of €143,215 thousand. The dividend attributable to own shares amounted to approximately 858 thousand euros. The dividend was paid on May 9, 2022.

24.Non-controlling interests

The movements of the non-controlling interests occurred during the financial year ended on 31 December 2021 and 2022 and the results attributable to non-controlling interests for the year are as follows:

31-12-2020 ATTRIBUTABLE
PROFITS
OTHERS 31-12-2021
NOS Madeira 5,320 (31) - 5,289
NOS Açores 1.365 (276) - 1,090
6,685 (306) l 6,379
31-12-2021 ATTRIBUTABLE
PROFITS
OTHERS 31-12-2022
NOS Madeira 5,289 142 5,432
NOS Açores 1,090 (272) 819
6,379 (130) 2 6,251

31-12-2021 31-12-2022
CURRENT NON-
CURRENT
CURRENT NON-
CURRENT
LOANS - NOMINAL VALUE 233.064 807.500 350,136 655,000
Debenture loan 150,000 440,000 300,000 290,000
Commercial paper 64.000 367,500 43.000 365,000
Foreign loans 18,333 -
Bank overdrafts 731 - 7.136
LOANS - ACCRUALS AND DEFERRALS 2.678 (638) 2.832 (541)
LOANS - AMORTISED COST 235.742 806,862 352.968 654.459
LEASES 65,326 468,679 74.485 55,722
301,068 1,275,541 427,453 1,210,181

- ••

  • •••••

25.3. LEASES

At 31 December 2021 and 2022, the leases refer mainly to rental agreements for telecommunications towers, movie theaters, equipment, shops and vehicles, exclusive acquisition of satellite capacity and rights to use distribution network capacity.

The movements in lease liabilities for the financial years ended 31 December 2021 and 2022 are as follows:

31-12-2020 RIGHTS OF
USE
(NOTE 11)
INTEREST
(NOTE 41)
PAYMENTS OTHERS 31-12-2021
Telecommunications towers
and rooftops 395,252 4,226 21.800 (42,528) - 378,750
Movie theatres 39.612 3.990 495 (11.361) 1 32,736
Transponders 38,955 78 1.848 (8,835) - 32,046
Equipments 43,492 16,324 554 (21,084) - 39,286
Buildings 26,694 4.501 361 (9,504) - 22,052
Fiber optic rental 10,369 (191) 48 (2,976) - 7.250
Stores 6.460 1.849 75 (2,724) - 5,660
Others 14,475 7.269 421 (4.860) (1.080) 16,225
575,309 38,046 25,602 (103,872) (1,080) 534,005
31-12-2021 RIGHTS OF
USE
(NOTE 11)
INTEREST
(NOTE 41)
PAYMENTS OTHERS 31-12-2022
Telecommunications towers
and rooftops 378.750 132,145 22.774 (50,108) - 483,561
Movie theatres 32,736 6,001 382 (9,755) - 29,364
Transponders 32,046 1,965 1,470 (6,825) - 28,656
Equipments 39,286 16.919 499 (17.624) - 39.080
Buildings 22.052 13.858 328 (9.407) - 26,831
Fiber optic rental 7,250 (9) 43 (2,725) - 4,559
Stores 5.660 3,102 64 (3,553) - 5,273
Others 16,225 2.098 367 (5,807) - 12,883
534,005 176,079 25,927 (105,804) 630,207

In the financial year ended 31 December 2022, the increases in lease liabilities for new rights of use is higher than the increases in rights of use (Note 11), amounting to €50.7 million, as a result of the sale transaction (Note 8) and subsequent lease of sites to Cellnex.

Leases - payments

31-12-2021 31-12-2022
Until 1 year 89,711 120,515
Between 1 and 5 years 256.137 305,011
Over 5 years 369,302 420,531
715,150 846,057
Future financial costs (lease) (181,145) (215,850)
PRESENT VALUE OF LEASE LIABILITIES 534,005 630,207

Leases - present value

31-12-2021 31-12-2022
Until 1 year 65,326 74,485
Between 1 and 5 years 113.002 214,269
Over 5 years 355,677 341,453
534,005 630,207

The maturities of the loans obtained are as follows:

UNTIL 1
YEAR
31-12-2021
BETWEEN 1
AND 5
YEARS
OVER 5
YEARS
UNTIL 1
YEAR
31-12-2022
BETWEEN 1
AND 5
YEARS
OVER 5
YEARS
Debenture loan 152,511 439.385 - 302,944 289,466
Commercial paper 64,410 367,477 - 42,888 364,993
Foreign loans 18.090 -
Bank overdrafts 731 7.136
Leases 65,326 113,002 355,677 74.485 214,269 341,453
301,068 919,864 355,677 427,454 868,728 341,453

26. Provisions

At 31 December 2021 and 2022, the provisions were as follows:

31-12-2021 31-12-2022
Litigation and other - i) 32,468 32,158
Financial investments - ii) 1.075
Dismantling and removal of assets - iii) 22.326 22,294
Contingent liabilities - iv) 23,707 22,908
Contingencies - other - v) 2.940 3,907
82,516 81,267
  • i) At 31 December 2022, the amount under the item "Litigation and other" corresponds to provisions to cover the legal and others claims in-progress.
  • ii) The amount presented in the "Financial Investments" caption corresponds to the responsibilities assumed by the Group towards the associated companies and jointly controlled entities, other than the investment made (Note 12);
  • iii) The amount under the item "Dismantling and removal of assets "refers to the estimated future costs discounted to the present value, related with the termination of the use of the space where there are telecommunication towers and cinemas;
  • iv) The amount in the item "Contingent liabilities" refers to several provisions recorded for present but not likely obligations, related to the merger by incorporation of Optimus SGPS, namely:
    • a. Extraordinary contribution toward the fund for the compensation of the net costs of the universal service of electronic communications (CLSU): The Extraordinary contribution toward the fund for the compensation of the net costs of the universal service of electronic communications (CLSU) is legislated in Articles 17 to 22 of Law no 35/2012, of 23 August. From 1995 until June 2014, MEO, SA (former PTC) was the sole provider for the universal service of electronic communications, having been designated administratively by the government, i.e. without a formal contest procedure led by the government for that effect, which constitutes an illegality, by the way acknowledged by the European Court of Justice who, through its decision taken in June 2014, condemned the Portuguese State to pay a fine of 3 million euros for illegally designating MEO. In accordance with Article 18 of the abovementioned Law 35/2012, of 23 August, the net costs incurred by the operator responsible for providing

the universal service, approved by ANACOM, must be shared between other companies who provide, in national territory public communication networks and publicly accessible electronic communications services. NOS is therefore within the scope of this extraordinary contribution given that MEO has being requesting the payment of CLSU to the compensation fund of the several periods during which it was responsible for providing the services. In accordance with law, the compensation fund can be activated to compensate the net costs of the electronic communications universal service, relative to the period before the designation of the provider by tender, whenever, cumulatively (i) there are net costs, considered excessive, the amount of which is approved by ANACOM, tollowing an audit to their preliminary calculation and support documents, which are provided by the universal service provider, and (ii) the universal service provider requester the Government compensation for the net costs approved under the terms previously mentioned.

Therefore:

  • In 2013, ANACOM deliberated to approve the final results of the CLSU audit presented by MEO, relative to the period from 2007 to 2009, in a total amount of 66.8 million euros, a decision that was contested by the Company. In January 2015, ANACOM issued the settlement notes in the amount of 18.6 million euros related to NOS, SA, NOS Madeira and NOS Acores which were contested by NOS and for which a bail was presented by NOS SGPS (Note 44) to avoid Tax Execution Proceedings. The quarantees have been accepted by ANACOM.

  • In 2014, ANACOM deliberated to approve the final results of the CLSU audit by MEO, relative to the period from 2010 to 2011, in a total amount of 47.1 million euros, a decision also contested by NOS. In February 2016, ANACOM issued the settlement notes in the amount of 13 million euros, related to NOS, SA, NOS Madeira and NOS Acores which were also contested and for which it was before also presented bail by NOS SGPS in order to avoid the promotion of respective tax enforcement processes. The quarantees that have been accepted by ANACOM.

  • In 2015, ANACOM deliberated to approve the final results of the audit to CLSU presented by MEO relative to the period from 2012 to 2013, in the amount of 26 million euros and 20 million euros, respectively, and as the others, it was contested by NOS. In December 2016, the notices of settlement were issued relating to NOS, SA, NOS Madeira and NOS Acores, corresponding to that period, in the amount of 13.6 million euros which were contested by NOS and for which quarantees have been already

presented by NOS SGPS in order to avoid the promotion of the respective proceedings of tax execution. The guarantees were also accepted by ANACOM.

  • In 2016, ANACOM approved the results of the audit to the CLSU presented by MEO related with the period between January and June 2014, for an amount of 7.7 million euros that was contested by NOS, in standard terms.

  • In 2017, NOS, SA, NOS Madeira and NOS Açores were notified of the decision of ANACOM concerning the entities that are obliged to contribute toward the compensation fund and the setting of the values of contributions corresponding to CLSU that must be compensated and relating to the months of 2014 in which MEO still remained as provider of the Universal Service, which establishes for all these companies a contribution around 2.4 million euros. In December 2017, the settlement notes relating to NOS, SA, NOS Madeira and NOS Acores, concerning that period, were issued in the amount of approximately 2.4 million euros, which were challenged by NOS and for which quarantees have also been presented by NOS SGPS, in order to avoid the promotion of their tax enforcement procedures. The guarantees were also accepted by ANACOM.

lt is the opinion of the Board of Directors of NOS that these extraordinary contributions to Universal Service (not designated through a tender procedure) flagrantly violate the Directive of Universal Service. Moreover, considering the existing legal framework since NOS began its activity, the request of payment of the extraordinary contribution violates the principle of the protection of confidence, recognised on a legal and constitutional level in Portuguese domestic law. For these reasons, NOS has judicially challenged either the approval of audit results of the universal service net cost related with the pre-contest period as well as the liquidation of each and every extraordinary contributions that may be required. In September 2021, the Lisbon Administrative Circle Court ruled as unfounded the action regarding the administrative challenge of the results of the CLSU 2007-2009 audit, which NOS appealed in October 2021. The Board of Directors is convinced it will be successful in both challenges and appeals undertaken;

The amount under the caption "Continqencies - other" refers to provisions for risks related v) to miscellaneous events/disputes of various kinds, the settlement of which may result in outflows of cash, and other likely liabilities related to several transactions from previous periods, and whose outflow of cash is probable, namely, costs charged to the current period or previous years, for which it is not possible to estimate reliably the time of occurrence of the expense.

During the financial year ended on 31 December 2021, movements in provisions were as follows:

31-12-2020 INCREASES DECREASES OTHERS 31-12-2021
Litigation and other 24,756 6.069 (3,854) 5.497 32,468
Financial investments 1,075 1,075
Dismantling and removal of assets 21,604 453 269 22,326
Contingent liabilities 23,720 (13) 23,707
Contingencies - other 3.265 9.159 (895) (8,589) 2,940
73,345 16,756 (4,762) (2,823) 82,516

During the financial year ended on 31 December 2021, increases refer mainly to provisions for legal claims and others plus respective interests and the decreases refer mainly to the reassessment of several contingencies.

During the financial year ended on 31 December 2022, movements in provisions, were as follows:

31-12-2021 INCREASES DECREASES OTHERS 31-12-2022
Litigation and other 32,468 4,202 (4,512) 32,158
Financial investments 1.075 (1,075)
Dismantling and removal of assets 22,326 500 (1,158) 626 22,294
Contingent liabilities 23,707 (799) 22,908
Contingencies - other 2.940 3.794 (62) (2,765) 3,907
82,516 8,496 (7,606) (2,139) 81,267

During the financial year ended on 31 December 2022, the increases refer mainly to compensation to employees, provisions for legal and other claims plus interests and charges, and the decreases refer mainly to the reassessment and prescription of several legal contingencies.

The movements recorded in "Others", under the heading "Contingencies - other" correspond, predominantly, to compensations to employees.

The net movements for the financial year ended on 31 December 2021 and 2022 reflected in the income statement under Provisions were as follows:

12M 21 12M 22
Provisions and adjustments (Note 36) 776 (1,603)
Losses / (gains) of affiliated companies, net (Note 37) 1.075 (1,075)
Other losses / (gains) non-recurrent (Note 39) 8.224 3,786
Interests - dismantlinq 453 (୧୧୫)
Other 1.466 440
INCREASES AND DECREASES IN PROVISIONS 11,994 890

27. Accrued expenses

At 31 December 2021 and 2022, this item was composed as follows:

31-12-2021 31-12-2022
NON-CURRENT
Others 497
497 -
CURRENT
Investments in tangible and intangible assets 18,689 40,116
Invoices to be issued by operators 31,365 39,314
Costs related to specific projects of business customers 20,775 30,494
Vacation pay and bonuses 23,020 24,320
Professional services 11,087 16,306
Advertising 16,567 15,084
Content and film rights 16,810 13,205
Programming services 12,370 11,779
Energy and water 3,427 5,495
Comissions 5,761 5,198
Costs of litigation procedure activity 4,705 4,033
Maintenance and repair 1,963 1,699
Other accrued expenses 9,245 5,387
175,784 212,430

Amounts related to invoices to be billed by operators, mainly international operators, regarding interconnection costs related with international traffic and roaming services.

28. Deferred income

At 31 December 2021 and 2022, this item was composed as follows:

31-12-2021 31-12-2022
CURRENT NON-
CURRENT
CURRENT NON-
CURRENT
Advanced billing i) 35.206 37,844
Investment subsidy ii) 397 4.230 346 2,824
35,603 4,230 38,190 2,824 '
  • This item relates mainly to the billing of Pay TV services regarding the following month to i) the report period and amounts received from NOS Comunicações, SA customers, related with the recharges of mobile phones and purchase of telecommunications minutes yet unused.
  • ii) Deferred income related to the implicit subsidy when the BEI loans were obtained at interest rates below market value (Note 25).

29. Accounts payable - trade

At 31 December 2021 and 2022, this item was composed as follows:

31-12-2021 31-12-2022
Suppliers current account 279,138 252,195
Invoices in reception and conterence 822 1.160
279,993 253,355

30. Accounts payable - other

At 31 December 2021 and 2022, this item was composed as follows:

31-12-2021 31-12-2022
NON-CURRENT
Contractual rights 38,502 42,128
38,502 42,128
CURRENT
Fixed assets suppliers 32.422 47,437
Contractual rights 264 1,934
Advances from customers 220 191
Others 2,733 4,227
35.639 53,789
74,141 95,917

The caption Contractual Rights refers to the liability to be settled over 20 years, related with the contractual right acquired with the agreement celebrated between NOS Comunicações, S.A., NOS Technology S.A., and Vodafone Portugal, Comunicações Pessoais, S.A with the aim of sharing mobile support network infrastructures (passive infrastructure such as towers and masts) and active mobile network (active radio equipment such as antennas, amplifiers and other equipment), as disclosed to the market on 22 October 2020.

31. Operating revenues

Consolidated operating revenues, for the financial year ended on 31 December 2021 and 2022, were as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
SERVICES RENDERED:
Communications service revenues i) 311,958 1,226,432 322,859 1,276,828
Revenue distribution and cinematographic
exhibition ii)
9,222 19,139 11,377 35,539
Advertising revenue iii) 7,174 20,745 6,578 19,883
Production and distribution of content and
channels iv)
6,897 26,074 7,815 25,767
Others 846 2,858 1,669 4,724
336,097 1,295,248 350,298 1,362,741
SALES:
Telco v) 39,189 103,404 34,500 115,771
Audiovisuals and cinema exhibition vi) 3,106 5,782 3,819 12,273
42,295 109,186 38,319 128,044
OTHER OPERATING REVENUES:
Telco 6,583 24,741 8,756 29,150
Audiovisuals and cinema exhibition 407 1,124 136 1,072
6,990 25,865 8,892 30,222
385,382 1,430,299 397,509 1,521,007

These operating revenues are shown net of inter-company eliminations.

  • i) can be sold in a bundle with fixed broadband/fixed voice services; (b) premium channel subscription packages and S-VOD; (c) terminal equipment rental; (d) consumption of content (VOD); (e) traffic and mobile and fixed voice termination; (f) service activation; (g) mobile broadband access; and (h) other additional services (ex: firewall, antivirus) and services rendered related to datacenter management and consulting services in IT.
  • ii) This item mainly includes (a) box office revenue at the NOS Cinemas, and (b) revenue relating to film distribution to other cinema exhibitors in Portugal.
  • iii)
  • iv) This item includes revenues related to production of audiovisual content, thought the compilation of acquired contents, and distribution of channels, essentially TVCines.
  • v)
  • vi)

This item includes earned income related with non-compliances and contractual penalties, as well as other supplementary income of diverse natures.

32. Wages and salaries

In the financial year ended on 31 December 2021 and 2022, this item was composed as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
Remuneration 15,085 61.906 16.591 63.899
Social taxes 4.293 16.809 4.208 17,088
Social benefits 550 2.090 516 2,041
Other 1.028 1.231 1.546 2.870
20,956 82,036 22,861 85,898

In the financial year ended on 31 December 2021 and 2022, the average number of employees of the companies included in the consolidation was 2,364 and 2,386, respectively. At 31 December 2022, the number of employees of the companies included in the consolidation was 2,448 employees.

The costs of compensations paid to employees, since they are non-recurring costs, are recorded in the item "Restructuring costs" (Note 39).

33. Direct Costs

In the financial year ended on 31 December 2021 and 2022, this item was composed as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
Exhibition costs 50.476 195.379 49.953 188,232
Traffic costs 18,125 69.604 21,118 73,427
Costs related to corporate customers services 12.306 43.664 17,607 51,711
Capacity costs 5.494 16.271 5.599 17,991
Shared advertising revenues 4.860 14.261 4.795 13,658
91,261 339,179 99,072 345,019

34. Cost of products sold

In the financial year ended on 31 December 2021 and 2022, this item was composed as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
Costs of products sold 37,015 94,746 34,093 112,745
Increases / (decreases) in inventories
impairments (Note 17)
2,836 4.329 617 1,817
39,851 99,075 34,710 114,562

35. Support services and supplies and external services

In the financial years ended on 31 December 2021 and 2022, this item was composed as follows:

4° QUARTER 21 12M 21 4º QUARTER 22 12M 22
SUPPORT SERVICES:
Call centers and customer support 9.284 36,558 10,606 34,757
Administrative support and others 8,843 31,944 9,309 32,475
Information systems 5,610 16,355 5,051 16,233
23,737 84,857 24,967 83,466
SUPPLIES AND EXTERNAL SERVICES:
Maintenance and repair 12,314 43,993 12,070 46,935
Leasing of ducts and poles 7,545 29,097 7,013 27,838
Electricity 6,040 19,979 7,199 29,097
Professional services 2.934 11,373 3,152 11,249
Installation and removal of terminal equipment 1.437 5,020 1,377 5,281
Communications 1,033 4,236 ઠેર 3,117
Travel and accommodation 475 1,214 909 2,780
Other supplies and external services 7,683 22,308 5,907 28,941
39,461 137,220 37,722 155,238

During the financial year ended on 31 December 2021 and 2022, given the application of IFRS 16, (practical expedient to consider the changes / concessions related to COVID-19 as not being a modification to the lease) discounts from rents were recognised, on the item "Other Supplies and external services", in the amount of approximately 7.8 million euros and 2.5 million euros, respectively.

36. Provisions and adjustments

In the financial year ended on 31 December 2021 and 2022, these items were composed as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
Provisions (Note 26) 2,102 776 (1,513) (1,603)
lmpairment of account receivables - trade
(Note 18) 3,151 8,730 6,166 19,333
lmpairment of account receivables - others
(Note 13) 8 183 66 231
Others (10) (2,728) (2,728)
5,262 9,679 1,991 15,233

In the year ended 31 December 2022, the item Others, corresponds predominantly to an estimate for recovery of amounts paid under the RERD (Special Regime for Settlement of Tax Debts), resulting from favourable judicial decisions.

37. Losses / (gains) of affiliated companies, net

In financial year ended on 31 December 2021 and 2022, this item was composed as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
EQUITY METHOD (NOTE 12)
Dreamia 549 379 740 641
Finstar 570 (4,874) (3,975) (20,672)
Mstar (24) (340) (321) (876)
Upstar (11) (270) (276)
Others (24) 1,068 (1,322) (940)
1,078 (3,778) (5,148) (22,123)
OTHERS 62 177
1,140 (3,601) (5,148) (22,123)

38. Depreciation, amortization and impairment losses

In the financial year ended on 31 December 2021 and 2022, this item was composed as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
TANGIBLE ASSETS
Buildings and other constructions 14,981 15,398 1,644 10,801
Basic equipment 26,816 153,859 63,785 200,375
Transportation equipment -
Tools and dies 16 60 13 ಕಿರಿ
Administrative equipment 1,022 4,267 179 3,082
Other tangible assets 75 372 107 388
42,910 173,957 65,728 214,706
INTANGIBLE ASSETS
Industrial property and other rights 23,181 84,904 27,012 104,507
23,181 84,904 27,012 104,507
CONTRACT COSTS
Contract costs 24,472 98,405 24,447 97,985
24,472 98,405 24,447 97,985
RIGHTS OF USE
Rights of use 16,096 62,185 18,139 63,672
16,096 62,185 18,139 63,672
INVESTIMENT PROPERTY
Investment property 4 16 4 16
4 16 4 16
106,663 419,467 135,331 480,887

During the financial year ended on 31 December 2022, NOS revised the depreciation rates (reduced the estimated useful lives) of terminal equipment placed in customers' homes, leading to an increase in Depreciation, amortization and impairment losses amounting to 15.0 million euros (Note 2.3.3).

39. Restructuring Costs

In the financial year ended on 31 December 2021 and 2022, this item was composed as follows:

Personnel compensation (Note 26) 4° QUARTER 21
1.723
12M 21
8.224
4° QUARTER 22
2,398
12M 22
3,786
Personnel costs related to non-recurrent
projects
76 315 40 215
1,799 8,539 2,438 4,001

40. Other losses / (gains) non-recurrent, net

In the financial year ended on 31 December 2021 and 2022, the other non-recurring costs / (gains) was composed as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
GAINS:
Legal Processes - 6,345
Others - 415 415
- l 422 6,760
COSTS:
Others 388 1.279 207 3,147
388 1,279 207 3,147
TOTAL 388 1,279 (215) (3,613)

In the financial year ended on 31 December 2022, an income/receivable of 6.3 million euros was estimated resulting from favorable decisions in proceedings initiated by the company.

41. Financing costs and other financials expenses / (income), net

In the financial year ended on 31 December 2021 and 2022, financing costs and other financial expenses / (income) were composed as follows:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
FINANCING COSTS:
INTEREST EXPENSE:
Borrowings 2.430 10.061 3,541 10.303
Finance leases 6,296 25,602 7,274 25,927
Derivatives 17 ୧୮ 36 60
Others 1,252 1,984 (442) 720
9,995 37,712 10,409 37,010
INTEREST EARNED (823) (3,594) (2,365) (5,432)
9,172 34,118 8,044 31,578
NET OTHER FINANCIAL EXPENSES /(INCOME):
Comissions and guarantees 566 2,566 ୧୮୧ 2,917
Others 172 557 122 402
738 3,123 778 3,319

Interest earned mainly corresponds to default interests charged to customers.

42. Net earnings per share

Earnings per share for the financial year ended on 31 December 2021 and 2022 were calculated as follow:

4° QUARTER 21 12M 21 4° QUARTER 22 12M 22
Consolidated net income attributable to
shareholders
24,138 144,159 33,293 224.574
Number of ordinary shares outstanding
during the period (weighted average)
512,158,953 512,096,301 511,152,989 511,538,616
Basic earnings per share - euros 0.05 0.28 0.07 0.44
Diluted earnings per share - euros 0.05 0.28 0.07 0.44

In the above periods, there were no diluting effects on net earnings per share, so the diluted earnings per share are equal to the basic earnings per share.

43. Guarantees and financial undertakings

43.1. GUARANTEES

At 31 December 2021 and 2022, the Group had furnished sureties, guarantees, and comfort letters in favour of third parties corresponding to the following situations:

31-12-2021 31-12-2022
Tax authorities il 33,034 33,155
Others ii) 11,695 13,757
44,729 46,912
  • At 31 December 2021 and 2022, this amount relates to guarantees demanded by the tax i) authorities in connection with tax proceedings contested by the Company and its subsidiaries (Note 46).
  • ii) At 31 December 2021 and 2022, this amount mainly relates to quarantees provided in connection with Municipal Wayleave Tax proceedings and guarantees provided to cinema owners, and bank guarantees given to providers of satellite capacity renting services.

In connection with the finance obtained by Upstar from Banco Comercial Português, totalling 10 million euros, NOS signed a promissory note, proportional to the participation held, of 30% of the loan.

During the first quarterly of 2015, 2016, 2017 and 2018, and following the settlement notes to CLSU 2007-2009, 2010-2011, 2012-2013 and 2014, respectively, NOS constituted quarantees in favour of the Universal Service Compensation Fund in the amount of 23.6 million euros, 16.7 million euros, 17.5 million euros and 3.0 million euros, respectively, in order to prevent the introduction of tax enforcement proceedings in order to enforce recovery of the amounts paid.

In addition to the quarantees required by the tax authorities, sureties were set up for the current fiscal processes, which NOS was a surety for NOS SA for an amount of 14.6 million euros.

43.2. OTHER UNDERTAKINGS

Assignment agreements football broadcast rights

In December 2015, NOS signed a contract with Sport Lisboa e Benfica - Futebol SAD and Benfica TV, SA of television rights of home matches of football NOS' league, broadcasting rights and distribution of Benfica TV Channel. The contract began in 2016/2017 sports season, had an initial duration of three years, and might be renewed by decision of either party up to a total of 10 sports seasons, with the overall financial consideration reaching the amount of 400 million euros, divided into progressive annual amounts.

Also in December 2015, NOS signed a contract with Sporting Clube de Portugal - Futebol SAD and Sporting and Communication Platforms, S.A. for the assignment of the following rights:

  • TV broadcasting rights and multimedia home games of Sporting SAD; 1)
  • 2) The right to explore the static and virtual advertising at Stadium José Alvalade;
  • The right of transmission and distribution of Sporting TV Channel; 3)
  • 4) The right to be its main sponsor.

The contract will last 10 seasons, concerning the rights indicated in 1) and 2) above, starting in July 2018, 12 seasons in the case of the rights stated in 3) starting in July 2017 and 12 and a half seasons in the case of the rights mentioned in 4) beginning in January 2016, with the overall financial consideration amounting to 446 million euros, divided into progressive annual amounts.

Also in December 2015, NOS SA has signed contracts regarding the television rights of home senior team football games with the following sports clubs:

  • 1) Associação Académica de Coimbra – Orqanismo Autónomo de Futebol, SDUQ, Lda
  • 2) Os Belenenses Sociedade Desportiva Futebol, SAD
  • 3) Clube Desportivo Nacional Futebol, SAD
  • 4) Futebol Clube de Arouca – Futebol, SDUQ, Lda
  • Futebol Clube de Paços de Ferreira, SDUQ, Lda ട്‌)
  • Marítimo da Madeira Futebol, SAD 6)
  • 7) Sporting Clube de Braga - Futebol, SAD
  • 8) Vitória Futebol Clube, SAD

The contracts began in the 2019/2020 sports season and last up to 7 seasons, apart from the contract with Sporting Clube de Braga - Futebol, SAD which lasts 9 seasons.

In May 2016, NOS and Vodafone have agreed on reciprocal availability, for several sports seasons, of sports content (national and international) owned by the companies, in order to both companies, directly by the assigning party or indirectly through the transfer to third party content distribution channels or models, the availability of broadcasting rights of the sports clubs home football games, as well as the broadcasting and distribution rights of sports clubs channels, whose rights are owned by each of the companies in each moment. The agreement came into force from the beginning of the sports season 16/17, assuring access to Benfica's channel and Benfica's home football games to NOS' and Vodafone's clients, independent from the channel where these football games are broadcast.

Considering that the contract signed allowed for the possibility of extending the agreement to the other operators, in July 2016 MEO and Cabovisão joined the agreement, ending the lack of availability of Porto Canal in the NOS's channel grid, assuring that every Pay TV client can have access to every relevant sports content, regardless of which operator they use.

Following the agreement signed with the remaining operators, which is being made directly in some cases and through channel yield to third parties in others, as a counterpart of the reciprocal provision of rights, the qlobal costs are shared according with retailer telecommunications revenues and Pay TV market shares.

The estimated cash flows are estimated as follows:

Seasons 2022/23 Following
Estimated cash-flows with the contract signed by NOS with the sports entities* 113.6 M€ 498.3 M€
NOS estimated cash-flows for the contracts signed by NOS (net amounts charged
to the operators) and for the contracts signed by the remaining operators
58.9 M€ 264.4 ME

* Includes direct broadcasts of qames and channels, advertising and others.

Considering that, following the celebrated agreements with the remaining operators, the risks and benefits associated to contracts with teams are shared amongst the agreement was considered a collaborative aqreement. For this reason, the revenue (with operators) is compensated with the expenses with teams.

Network sharing contract with Vodafone

NOS and Vodafone Portugal celebrated on 29 September 2017 an agreement of infrastructure development and sharing with a nationwide scope. This partnership allows the two Operators providing their commercial offers under a shared network at the beginning of 2018.

The agreement covers the reciprocal sharing of dark fibre in approximately 2.6 million of homes in which each of the entities shares with the other one an equivalent investment value, in other words, they share similar qoods. It is assumed that both companies retain full autonomy, independence, and confidentiality concerning the design of the commercial offers, the management of the customers' database and the choice of technological solutions they might decide to implement, that did not originate any impact on the consolidated financial statements (according to IAS 16, this exchange of similar non-monetary assets will be presented on a net basis).

The partnership has also been extended to mobile infrastructure sharing where it is agreed a minimum sharing of 200 mobile towers.

Celebrated agreements regarding the sharing of mobile network support infrastructure

On 22 October 2020, NOS Comunicações S.A. and NOS Technology, on the one hand, and Vodafone Portugal, Comunicações Pessoais, S.A., on the other hand, celebrated a set of agreements regarding the sharing of mobile network support infrastructure (passive infrastructures such as towers and poles) and activemobile network elements (active radio equipment such as antennas, amplifiers and remaining equipment). These agreements have the following characteristics:

a) the agreements have a nationwide scope with diverse geographical application according to the higher or lower level of population density. In higher density geographies, typically larger urban areas, the parties will pursue synergies by sharing support infrastructure. In lower density areas, typically rural and interior locations, in addition to shared use of support infrastructure, the parties will also share active mobile network.

b) the agreements focus on assets currently held, or that may be held by each party in the future, and on existing 2G, 3G and 4G technology. Incorporation of 5G technology in these agreements will depend on each to deploy this technology.

c) the agreements do not encompass spectrum sharing between the operators and each party will maintain exclusive strategic control of its networks, thus ensuring full competitive, strategic and commercial independence and the ability to differentiate in terms of customer service and provision.

Each party retains the ability to develop its mobile communications network independently.

These agreements will enable NOS to invest more efficiently by capturing value through synerqies. NOS will also be able to deploy its mobile network faster and in a more environmentally responsible way, thus benefitting customers and remaining stakeholders.

Sharing of mobile infrastructure represents an important contribution towards greater geographical cohesion and digital inclusion, both of which are essential to the sustainable development of the country.

44. Notes to the cash flow report

The statement of cash flows has been prepared in accordance with the provision of IAS 7, with the following points to note:

44.1. CASH RECEIPTS RESULTING FROM FINANCIAL INVESTMENTS

This item was composed as follows:

12M 71 12M 22
Disnosal NOS International Carrier Services

44.2. CASH PAYMENTS RESULTING FROM FINANCIAL INVESTMENTS

This item was composed as follows:

12M 21 12M 22
Fundo Tech Transfer 419 682
Didimo 1,415
Seems Possible 800
Reckon.Ai 250 250
MindProber - 500
SkillAugment 300
1,469 3,147

44.3. EARNINGS PER SHARE

This item was composed as follows:

12M 21 12M 22
NOS SGPS 142,376 142.357
142.376 142,357

44.4. BORROWINGS

This item presents, by net value, the reimbursements, and respective monthly issue renewals of commercial paper programs

45. Related parties

45.1. BALANCES AND TRANSACTIONS BETWEEN RELATED PARTIES

Transactions and balances between NOS and companies of the NOS Group were eliminated in the consolidation process and are not subject to disclosure in this note.

The balances at 31 December 2021 and 2022 and transactions in the financial period ended on 31 December 2021 and 2022 between NOS Group and its associated companies, joint ventures and other related parties are as follows:

Balances at 31 December 2021

Balances at 31 December 2021
ACCOUNTS
RECEIVABLES
AND PREPAID
EXPENSES
ACCOUNTS
PAYABLE
AND
DEFERRED
INCOME
BORROWINGS
ASSOCIATED COMPANIES 24,273 13,574
Big Picture 2 Films 8 1,287
Sport TV 24,265 12,287
JOINTLY CONTROLLED COMPANIES 11,261 1,149 3.004
Dreamia Holding BV 88 2,993
Dreamia SA 1,335 500 10
Finstar 9,214 66
Upstar 449 383
ZAP Media 142 142
DUALGRID 32 ਦੇ 8
OTHER RELATED PARTIES 8,037 4,209
Banco BIC Português, S.A. 209 O
Cascaishopping- Centro Comercial, S.A. 217 271
Centro Colombo Centro Comercial, SA 487 682
Centro Vasco da Gama-Centro Comercial, SA 367 723
Continente Hipermercados, SA 102 1
Fashion Division, S.A. 135 -
MDS Corretor de Seguros, SA 109
Modelo Continente Hipermercados,SA 1,180 ਤੇ ਦੇ
Norteshopping-Centro Comercial, S.A. 186 623
S21SEC Portug-Cyber Security Services, SA 119 1,136
SC-Consultadoria, SA 174
Sierra Portugal, SA 425 (4)
Sonae MC - Serviços Partilhados, SA 1.080
UNITEL S.a.r.l. 112 255
Worten-Equipamento para o Lar,SA 1,842 370
Other related parties 1,294 117
43,571 18,932 3,004
31-12-2021
SERVICES RENDERED SUPPLIES AND EXTERNAL SERVICES INTEREST GAINS INTEREST LOSSES
ASSOCIATED COMPANIES 70,870 83,275
Big Picture 2 Films 13 1,682 -
Sport TV11 70,857 81,593 -
JOINTLY CONTROLLED COMPANIES 11,660 (42) 89
Dreamia Holding BV 88 -
Dreamia SA 3,989 (307) 1 -
Finstar 7,367 (1) -
Mstar (2) -
Upstar 307 ୧୧ -
DUALGRID 0 200 -
OTHER RELATED PARTIES 25,578 13,956 4
Adira - Metal Forming Solutions, S.A. 103 י
Banco Bic Português, S.A. 1,798 - ·
Capwatt Services, SA 139 -
Cascaishopping- Centro Comercial, S.A. 13 557 -
Centro Colombo- Centro Comercial, S.A. 18 1,465
Centro Vasco da Gama-Centro Comercial, SA 30 918 -
Continente Hipermercados, S.A. 485 28 -
Digitmarket-Sistemas de Informação,SA (114) 1,397 -
Fashion Division, S.A. 175 -
Gaiashopping I- Centro Comercial, S.A. 20 203 -
Insco Insular de Hipermercados, S.A. 188 40 -
Maiashopping- Centro Comercial, S.A. ರಿ 174 -
MDS Corretor de Seguros, SA 1,147 - -
Modalfa-Comércio e Serviços,SA 335
Modelo Continente Hipermercados,SA 5,669 146 -
Modelo - Dist.de Mat. de Construção,S.A. 139 - -
Norteshopping-Centro Comercial, S.A. 23 1,092 -
Olivedesportos- Publicidade Televisão e Media SA 15 3,326 -
PHARMACONTINENTE - Saúde e Higiene, S.A. 359 -
Público - Comunicação Social, SA 131 -
S21SEC Portug-Cyber Security Services, SA 47 2,472
SC-Consultadoria, SA 904
SDSR - Sports Division SR, S.A. 209 - -
SFS, Gestão e Consultoria, S.A. 12 - -
Sierra Portugal, SA 2,209 101
Solinca Classic, S.A. 253 - -
Sonae Arauco Portugal, S.A. 288 - -
Sonaecom - Serviços Partilhados, S.A 153 - -
Sonae MC - Serviços Partilhados, SA 3,803 -
UNITEL S.a.r.l. 205 ୧୧ -
Universo, IME, S.A. 241 રૂટર્સ -
Worten-Equipamento para o Lar,SA 4,821 775 -
ZIPPY - Comércio e Distribuição, SA ાર્ભર -
Other related parties 1,584 839 4
108 109 97 190 89

Balances at 31 December 2022
ACCOUNTS RECEIVABLES AND PREPAID EXPENSES ACCOUNTS PAYABLE AND DEFERRED INCOME BORROWINGS
ASSOCIATED COMPANIES 26,212 12,775 ·
Big Picture 2 Films 67 -
Sport TV 26,207 12,708 -
JOINTLY CONTROLLED COMPANIES 14,224 1,116 3,082
Dreamia SA 2,409 410
Dreamia Servicios de Televisión, S.L. 102 - 3,082
Finstar 11,261 73 י
Upstar 299 142 -
ZAP Media 142
MSTAR 11
DUALGRID י
OTHER RELATED PARTIES 10,253 3,506
Banco BIC Português, S.A. 199 י
Cascaishopping- Centro Comercial, S.A. 75 152 י
Centro Colombo- Centro Comercial, S.A. 296 522 -
Centro Vasco da Gama-Centro Comercial,SA 699 819 -
Maiashopping- Centro Comercial, S.A. 76 102
MC Shared Services, S.A. 1,667 י
Modelo Continente Hipermercados,SA 1,577 38 '
Norteshopping-Centro Comercial, S.A. 351 360 י
SC-Consultadoria, SA 341
Sierra Portugal, SA 299 131 י
Universo, IME, S.A. 110
Worten-Equipamento para o Lar,SA 3,318 1,275 -
Other related parties 1,262 107 -
50,689 17,397 3,082
31-12-2022
SERVICES RENDERED SUPPLIES AND EXTERNAL SERVICES INTEREST GAINS INTEREST LOSSES
ASSOCIATED COMPANIES 63,570 77,842 ' ·
Big Picture 2 Films 80 2,031 -
Sport TV(1) 63,490 75,811
JOINTLY CONTROLLED COMPANIES 15,308 224 92
Finstar 9,790 - -
Upstar 24 128
Dreamia Servicios de Televisión, S.L. 102 -
Dreamia SA 5,494 (175) 10) -
DUALGRID 271
OTHER RELATED PARTIES 28,145 11,731
Arrábidashopping- Centro Comercial, S.A. e 106 -
Banco Bic Português, S.A. 1,838 - -
Capwatt Services, SA 187
Cascaishopping- Centro Comercial, S.A. 13 781 - -
Centro Colombo- Centro Comercial, S.A. 18 1,864 - -
Centro Vasco da Gama-Centro Comercial, SA 14 835
Continente Hipermercados, S.A. 477 30 -
Cosmos - Viagens e Turismo, SA - 211
Fashion Division, S.A. 299 - -
Gaiashopping I- Centro Comercial, S.A. 11 360 -
Insco Insular de Hipermercados, S.A. 174 39 -
Irmãos Vila Nova III - Imobiliária, S.A. 161 -
Maiashopping- Centro Comercial, S.A. 10 217 -
MC Shared Services, S.A. 2,927 -
MDS Corretor de Seguros, SA(2) 1,475 -
Modalfa-Comércio e Serviços,SA 531
Modelo - Dist.de Mat. de Construção,S.A. 137 - -
Modelo Continente Hipermercados,SA 5,952 196 -
Norteshopping-Centro Comercial, S.A. 14 1,360 -
Olivedesportos- Publicidade Televisão e Media SA(3) 12 1,110 -
PHARMACONTINENTE - Saúde e Higiene, S.A. 372 -
Público-Comunicação Social,SA 124 6 -
S21SEC Portug-Cyber Security Services,SA(4) 54 2,392 -
SC-Consultadoria, SA 882 -
SDSR - Sports Division SR, S.A 212 -
SFS, Gestão e Consultoria, S.A. 14 300 -
Sierra Portugal, SA 2,059 245 -
Solinca Classic, S.A. રૂર્ણ રહ્યું રહ્યું રહ્મદાદ રહ્મદન કર્યું રહ્માન કર્યું રહ્માન કર્યું રહ્માન કર્યું રહ્માન કર્યું રહ્માન કર્યું રહ્માન કર્યું રહ્માન કર્યું રહ્માન કર્યું રહ્માન કર્યું રહ્મા -
Sonae Arauco Portugal, S.A. 280 41 -
Sonaecom - Serviços Partilhados, S.A 166 - - -
Troiaverde-Expl.Hoteleira Imob.,SA 111 ୧୦ - -
UNITEL S.a.r.l.(5) 159 169 -
Universo, IME, S.A. 347 -
Worten-Equipamento para o Lar,SA 6,872 753
ZIPPY - Comércio e Distribuição, SA 200
Other related parties 1,672 ୧୧୧ -
107,023 89,797 92
  • (1) In the financial year ended on 31 December 2022, the amount related to Sales and Services Rendered includes about 62 million euros (31 December 2021: 69 million euros), which are not recorded in the consolidated accounts under Sales and Services Rendered, since it is related to the agreement celebrated with the operators, which configures a sharing of costs and benefits, therefore the compensation of the revenue is made with the expenses with the clubs (Note 43.2).
  • (2) Transactions occurred until the end of December 2022, date on which the company ceased to be a related party.
  • (3) Transactions occurred until the end of April 2022, date on which the company ceased to be a related party.
  • (4) Transactions occurred until the end of December 2022, date on which the company ceased to be a related party.
  • (5) Transactions occurred until the end of October 2022, date on which the company ceased to be a related party.

The financial year ended 31 December 2022 includes amount related to Sales and services rendered includes, about Euro 62 million (2021: Euro 69 million), which are not recorded in the consolidated accounts under Sales and services rendered, since it is related to the agreement celebrated with the operators, which configures a sharing of costs and benefits, therefore the compensation of the revenue is made with the expenses with the clubs (Note 43.2).

The Company regularly performs transactions and signs contracts with several parties within the NOS Group. Such transactions were performed on normal market terms for similar transactions, as part of the contracting companies' current activity.

Due to the large number of low value related parties' balances and transactions, it was grouped in the heading "Other related parties" the balances and transactions with entities whose amounts are less than 100 thousand euros.

45.2. REMUNERATION OF KEY MANAGEMENT MEMBERS

Remuneration paid to managers and other key members of NOS Management (Managers) for the financial years ended on 31 December 2021 and 2022 were as follows:

12M 21 12M 22
Compensation 3,246 3,393
Profit sharing 1.243 1,290
Share plans assigned 1.243 1,290
5,732 5,972

The average number of key management members in 2022 is 16 (2021: 17).

The Corporate Governance Report includes more detailed information about NOS' remuneration policy. The Company considers as Managers the members of the Board of Directors.

45.3. FEES AND AUDITORS' SERVICES

Information concerning fees and services rendered by auditors is described on note 47 of the Corporate Governance Report.

46. Legal actions and contingent assets and liabilities

46.1. LEGAL ACTIONS WITH REGULATORS AND COMPETITION AUTHORITY (ADC)

• NOS SA, NOS Açores and NOS Madeira brought actions for judicial review of ANACOM's decisions in respect of the payment of the Annual Fee of Activity (for 2009, 2010, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020 and 2021) as Electronic Communications Services Networks Supplier, and furthermore the refund of the amounts that meanwhile were paid within the scope of the mentioned acts of settlement was requested. Also NOS Wholesale brought action for judicial review of ANACOM's decision in respect of payment of the Annual Fee of Activity for 2020 and 2021.

The settlement amounts are, respectively, as follows:

  • · thousand euros, 2012: 6,283 thousand euros, 2013: 7,270 thousand euros, 2014: 7,426 thousand euros, 2015: 7,253 thousand euros, 2016: 8,242 thousand euros, 2017: 9.099 thousand euros. 2018: 10.303 thousand euros. 2019: 10.169 thousand euros; 2020: 10,184 thousand euros and 2021: 9,653 thousand euros.
  • · NOS Acores: 2009: 29 thousand euros, 2010: 60 thousand euros, 2011: 95 thousand euros, 2012: 95 thousand euros, 2013: 104 thousand euros, 2014: 107 thousand euros, 2015: 98 thousand euros, 2016: 105 thousand euros, 2017: 104 thousand euros, 2018: 111 thousand euros, 2019: 107 thousand euros, 2020: 120 thousand euros and 2021: 123 thousand euros.
  • · NOS Madeira: 2009: 40 thousand euros, 2010: 83 thousand euros, 2011: 130 thousand euros, 2012: 132 thousand euros, 2013: 149 thousand euros, 2014:165 thousand euros, 2015: 161 thousand euros, 2016: 177 thousand euros, 2017: 187 thousand euros, 2018: 205 thousand euros, 2019: 195 thousand euros, 2020: 202 thousand euros and 2021: 223 thousand euros.
  • ·

This fee is a percentage decided annually by ANACOM (in 2009 it was 0.5826%) of operators' electronic communications revenues. NOS SA, NOS Acores, NOS Madeira and NOS Wholsale claim, namely: i) addition to defects of unconstitutionality and illegality, related to the inclusion in the cost accounting of ANACOM of the provisions made by the latter, due to judicial proceedings against the latter (including these appeals of the activity rate) and ii) that only revenues from the electronic communications business per se, subject to regulation by ANACOM, should be considered for the purposes of the application of the percentage and the calculation of the fee payable, and that revenues from television content should be excluded. Nine sentences were handed down on the matter, of which ANACOM appealed to the Central Administrative Court. To date, no judqment has been issued by the TCA in any of these cases.

The remaining proceedings are awaiting trial and/or decision.

  • During the first quarter of 2017, NOS was notified by ANACOM of the initiation of an infraction process related to communications of prices update at the end of 2016, beginning of 2017. In the end of the last trimester of 2020, ANACOM notified NOS of the accusation, with the practice of 4 very severe offences and 1 severe offence related, respectively, with i) the non-communication to customers of the right to rescind the contract with no charges, with (ii and iii) the supposed non-communication of pricing update and with (iv) the adequate advance and, yet, (v) the lack of information to be communicated to ANACOM. However, ANACOM did not present any value for a fine, except in relation to the with severe offence. In this case, NOS is given the possibility to settle the fine by the minimum, in the amount of 13 thousand euros, which NOS did. NOS presented its written defense on 29 January 2021. NOS was notified, in November 2022, of ANACOM's decision that condemned NOS to pay a fine of 5.2 million euros. NOS has challenged the decision in court, pending further developments.
  • On 17 July 2020, NOS was notified by the AdC of an illegality note (accusation) related to digital marketing without a google search engine, which accuses the operators MEO, NOS, NOWO and Vodafone of concertation, for a period ranging from between 2010 and 2018, failing to identify a concrete fine. It is not possible, at this moment, to estimate the value of an eventual fine. NOS presented its written defense to the Portuquese Competition Authority (AdC) and an appeal to the Lisbon Court of Appeal, where it challenged the nullity of the obtained evidence. In July 2022, the Lisbon Court of Appeal confirmed NOS position pending further developments. Is the Board of Directors' conviction, taking into account the elements it knows, that will be able to demonstrate the various arquments in favor of its defense.
  • On 15 December 2021, NOS was notified by the Portuguese Competition Authority (AdC) of an illegality note (accusation) related to advertising service practices in automatic recordings, which accuses NOS, other operators and a consultant of concertation behavior in the television recordings advertising market. NOS presented its written defense. At the time, it is not possible to estimate whether there will be an acquittal or conviction and, in the case of the latter, the amount of a possible fine. Further developments on the AdC's decision

are awaited. It is the conviction of the 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.

46.2. TAX AUTHORITIES

During the course of the 2003 to 2022 financial years, some companies of the NOS Group were the subject of tax inspections for the 2001 to 2020 financial years. Following these inspections, NOS SGPS, as the controlling company of the Tax Group, and companies not covered by Tax Group, were notified of the corrections made to the Group's tax losses, to VAT and stamp tax and to make the payments related to the corrections made to the above exercises. The total amount of the notifications unpaid is about 36 million euros, added interest, and charges. These settlement notes, which totally were contested, are the respective lawsuits in progress.

Based on the advice obtained from the process representatives and tax consultants, the Board of Directors maintains the belief in a favorable outcome, which is why these proceedings are maintained in court. However, in accordance with the principle of prudence, an assessment of the group's level of exposure to these proceedings is made periodically, in the light of the evolution of case law, and consequently the provisions recorded for this purpose are adjusted. The Group provided the quarantees demanded by the Tax Authorities, related to these processes, according reference in Note 43.

46.3. ACTIONS BY MEO AGAINST NOS SA, NOS MADEIRA AND NOS ACORES AND BY NOS SA AGAINST MEO

In 2011, MEO brought against NOS SA, in the Judicial Court of Lisbon, a claim for the compensation of 10.3 million of Euros, as compensation for alleged unauthorized portability of NOS SA in the period between March 2009 and July 2011. NOS SA contested, and the Court ordered an expert opinion, meanwhile, deemed without effect. The discussion and trial hearing took place at the end of April and beginning of May 2016, and a judgment was rendered in September of the same year, which considered the action to be partially justified, based not on the occurrence of improper portability, which the Court has determined to restrict itself to those which do not correspond to the will of the proprietor. In that regard, it sentenced NOS to the payment of approximately 5.3 million euros to MEO, a decision of which NOS appealed to the Lisbon Court of Appeal. MEO, on the other hand, was satisfied with the decision and did not appeal against the part of the sentence that acquitted NOS. This Court, in the first quarter of 2018, upheld the decision of the Court of First Instance, except for interests, in which it gave reason to the claims of NOS, in the sense that interests should be counted from the action and not from the due date of the invoices. NOS filed an extraordinary appeal with the Supreme Court of Justice

(SCJ), that appeal which found that the facts established by the Lower Courts were insufficient to resolve on the substance of the case. Consequently, the SCJ ordered that the court under appeal should amplify the facts. The case was transferred to the Court of First Instance for the extension of the facts. In November 2019, the Court of First Instance granted the possibility of requesting the production of supplementary evidence on the subject of the extension, with NOS requesting an expert examination and the repetition of testimonial evidence. In February 2020, the Court considered that the expansion of the matter of fact leads to the need to obtain new evidence, which requires of the information relating to all portabilities that serve as the basis for the process, determining the carrying out of expert evidence for that purpose. The appointment of the expert occurred on October 2021, and the expected date for completion of the diligence is unknown.

In 2011, NOS SA brought an action in Lisbon Judicial Court against MEO, claiming payment of 22.4 million euros, for damages suffered by NOS SA, arising from violations of the Portability Regulation by MEO, in particular, the large number of unjustified refusals of portability requests by MEO in the period between February 2008 and February 2011. The court declared the performance of expert evidence of technical nature and an economic-financial survey, which were completed in February 2016 and June 2018, respectively. MEO arqued for the expert economic-financial report, which was dismissed. After the trial, in May 2022, the court partially agreed with NOS, condemning MEO to pay 7.9 million euros, a decision challenged by MEO and NOS by filing appeals in October 2022. It is the understanding of the Board of Directors, corroborated by the attorneys accompanying the process, that it is, in formal and substantive terms, likely that NOS SA will be able to win the lawsuit, due to MEO already having been convicted for the same offences by ANACOM.

46.4. ACTION BROUGHT BY DECO

In March 2018, NOS was notified of a lawsuit brought by DECO against NOS, MEO and NOWO, in which a declaration of nullity of the obligation to pay the price increases imposed on customers at the end of 2016 is requested. In April and May 2018, the operators, including NOS, lodged a defence. The action's value has been fixed at EUR 60,000. After the discussion were held in 2022, the parties are now awaiting the Court's decision. Board of Directors is convinced 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's financial statements.

46.5. ACTION BROUGHT BY CITIZENS VOICE

In November 2022, NOS was served with a lawsuit filed by Citizens Voice - Consumer Advocacy Association ("Citizens Voice"), where a set of requests related to the automatic activation of pre-defined volumes of mobile data, once the data volume included in the monthly fee contracted by customers has been exhausted. Citizens Voice requests more specifically (i) the judicial declaration of the illegality of this practice for understanding that violates a set of national and European rules, (ii) the recognition of the right of customers to refuse to contract these services, (iii) the return of amounts paid on this basis over the past years by NOS customers, as well as (iv) the payment of compensation in the amount of 100 euros to each customer for alleged moral damages resulting from that practice. In December 2022, NOS presented its response invoking the illegitimacy of Citizens Voice to present the action, namely by the existence of a profit interest, and furthermore defending the lawfulness of the practice and its total transparency and clarity for the respective customers. The Board of Directors is convinced that the arguments used by the plaintiff are unfounded, reason why it is believed that the outcome of the process will not result in significant impacts for the Group's financial statements.

46.6. INTERCONNECTION TARIFFS

At 31 December 2022, accounts receivable and accounts payable include 37,139,253 euros and 43,475,093 euros, respectively, resulting from a dispute between the subsidiary NOS SA and, essentially, the operator MEO - Serviços de Comunicação e Multimédia, S.A. (previously named TMN -Telecomunicações Móveis Nacionais, S.A.), in relation to the non-definition of interconnection tariffs of 2001. In what concerns to that dispute with MEO, the result was totally favourable to NOS S.A., having already become final. In March 2021, MEO filed a new lawsuit against NOS, in which it claimed the price of interconnection services between TMN and Optimus for 2001 at 55\$00 (€ 0.2743) per minute. After NOS had lodged an objection challenging MEO's request, a prior hearing was held and, by court decision, NOS was acquitted of the case, with MEO having appealed against this decision. Further developments in the process are awaited, it being the understanding of the Board of Directors, supported by the lawyers who monitor the process, that there are, in substantive terms, qood probabilities that NOS SA can win the action

47. Share incentive scheme

On 23 April 2014, the General Meeting approved the Regulation on Short and Medium-Term Variable Remuneration, which establishes the terms of the Share ("NOS Plan"). This plan aimed at more senior employees with the vesting taking place three years being awarded, assuming that the employee is still with the company during that period.

At 31 December 2022, the unvested plans are:

NUMBER OF
SHARES
NOS PLAN
Plan 2020 1,459,370
Plan 2021 1,320,809
Plan 2022 1,079,152

During the financial year ended on 31 December 2022, the movements that occurred in the plans are detailed as follows:

2019 NOS PLAN NOS PLAN NOS PLAN
2020
2021 PLANO
NOS 2022
TOTAL
BALANCE AS AT 31 DECEMBER 2021: 761,812 1,411,601 1,276,908 3,450,321
MOVEMENTS IN THE PERIOD:
Awarded 1,032,100 1,032,100
Vested (761.064) (16,081) (13.236) (876) (791.257
Cancelled / elapsed / corrected (1) (748) 63.850 57,137 47,928 168,167
BALANCE AS AT 31 DECEMBER 2022 1,459,370 1,320,809 1,079,152 3,859,331

(1) Refers mainly to correction made for dividends paid, exit of employees not entitled to the vesting of shares and other adjustments resulting from the way the shares are vested.

The share plans costs are recognised over the year between the awarding and vesting date of those shares. The responsibility is calculated taking into consideration the share price at award date of each plan, for plans settled in shares, or at the closing date, for plans settled in cash. The responsibility is recorded in Reserves and Accrued Expenses, respectively.

As at 31 December 2022, the outstanding responsibility related to these plans is 6,675 thousand euros and is recorded in Reserves.

The costs recognised in previous years and in the financial year, and its liabilities are as follows:

ACCRUED
EXPENSES
RESERVES TOTAL
Costs recognised in previous years related to plans as at 31
December 2021
1,262 4.861 6,123
Costs of plans vested in the period (3,281) (3,281)
Reclassification of plans to settle in cash to reserves (923) 923
Costs incured in the period and others (339) 4,172 3,833
TOTAL COST OF THE PLANS (339) 4,172 3,833

In the financial year ended 31 December 2022, plans to be settled in cash were paid for in shares. Additionally, as it is projected that these plans will be paid through the delivery of shares in the following years, the responsibility, valued at fair value, was reclassified to reserves based on the share price at the date of this change in estimate.

48. Other matters

48.1. PREVENTIVE SEIZURE OF 26.075% OF THE SHARE CAPITAL OF NOS SGPS, S.A.

On 4 April 2020, SONAECOM, SGPS, SA, holder of 50% of the capital of ZOPT, SGPS, SA (hereinafter "ZOPT"), was informed by this company of the communication received from the Central Criminal Investigation Court of Lisbon (hereinafter Tribunal) to proceed to the preventive seizure of 26.075% of the share capital of NOS, SGPS, SA, corresponding to half of the shareholding in NOS held by ZOPT and, indirectly, by the companies Unitel International Holdings, BV and Kento Holding Limited ", controlled by Eng.ª Isabel dos Santos.

Under the terms of the aforementioned decision, the foreclosed shares are deprived of the exercise of voting rights and the right to receive dividends, the latter of which must be deposited with Caixa Geral de Depósitos, S.A. at the court's discretion.

The other half of ZOPT's participation in NOS share capital, corresponding to an identical percentage of 26.075% - and which, at least in line with the criterion used by the Court, embodies the 50% held in ZOPT by SONAECOM - was not subject to seizure, nor the rights attached to it were subject to any limitation.

On 12 June 2020, ZOPT was authorized by the Lisbon Central Criminal Investigation Court to exercise the voting right corresponding to the 26.075% of NOS share capital preventively seized under the aforementioned Court order.

Following the communication of April 4, 2020, ZOPT filed third-party claims, which, in June 2020, were rejected by the investigating judge on the grounds that the Portuguese courts had no jurisdiction to hear and decide them, a decision that, having been appealed by ZOPT, was revoked by the Lisbon Court of Appeal, in February 2021.

In November 2021, the Investigating Judge, aware of the cause's merit, dismissed the third-party embargoes presented by ZOPT, a decision that, according to ZOPT, was appealed to the Court of Appeal. After being admitted in February 2022, in June 2022, ZOPT was notified of the decision dismissing the appeal. Further developments are awaited. The Board of Directors of NOS is not aware of any developments in this process.

48.2. MACROECONOMIC ENVIRONMENT

On 24 February 2022, Russian troops invaded Ukraine, and the military assault led to significant human casualties, displacement of the population, damage to infrastructure and disruption to economic activity in Ukraine.

In response, multiple jurisdictions, including the European Union, have imposed various economic sanctions on Russia (and, in some cases, Belarus).

This conflict comes at a time of significant global economic uncertainty and volatility, when many sectors/jurisdictions were already facing the impacts of transport disruptions and rising commodity and commodity prices as a result of increased consumer demand as the COVID-19 pandemic subsided. These conditions caused inflation and interest rates to rise in 2022, which worsened during the year, impacting the group's financial statements. The future effects of the war in Ukraine are uncertain, with the expectation of continued inflationary pressures and the risk of a more recessive macroeconomic scenario.

NOS, not having significant transactions with the Russian and Ukrainian markets, is exposed to general inflationary pressures. It is the conviction of the Board of Directors that, despite these uncertainties, the continuity of its operations is not jeopardized.

49. Subsequent events

In January 2023, NOS contracted 350 million euros in bond loans and commercial paper programmes, indexed to sustainability objectives, maturing in 2028, with five financial institutions - Banco BPI, Caixa Geral de Depósitos, Millennium BCP, Santander and Sabadell.

Up to the date of approval of this document, there were no other subsequent relevant events that should be disclosed in this report.

These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IAS / IFRS) as adopted by the European Union and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.

50. Annexes

A) Companies included in the consolidation by the full consolidation method

HEADQUARTERS
PRINCIPAL ACTIVITY
SHARE PERCENTAGE OF OWNERSHIP
COMPANY HOLDER EFFECTIVE
31-12-2021
DIRECT
31-12-2022
EFFECTIVE
31-12-2022
NOS, SGPS, S.A. (Holding) Lisbon Management of investments
Fundo de Capital de Risco N5G (a) Lisbon Invest and support the development of companies that aim to commercialize technologies and products that
result from scientific and technological research
NOS 100% 1009 100%
Empracine - Empresa Promotora de Atividades Cinematográficas, Lda. Lisbon Movies exhibition Lusomundo SII 100% 1009 1009
Lusomundo - Sociedade de investimentos imobiliários SGPS, SA Lisbon Management of Real Estate NOS 100% 1009 100%
Lusomundo Imobiliária 2, S.A. Lisbon Management of Real Estate Lusomundo SII 100% 1009 100%
Lusomundo Moçambique, Lda. (b) Maputo Movies exhibition and commercialization of other public events NOS + NOS Cinemas 100% 1009 1009
NOS Sistemas, S.A. Lisbon Rendering of consulting services in the area of information systems NOS Comunicações 100% 100% 100%
NOS Sistemas España, S.L. Madrid Rendering of consulting services in the area of information systems NOS Comunicações 100% 1009 1009
NOS Açores Comunicações, S.A. Ponta Delgada Distribution of television by cable and satellite and operation of telecommunications services in the Azores area NOS Comunicações 849 849 849
NOS Audiovisuais, SGPS, S.A. Lisbon Management of investments participations in other companies as an indirect form of economic activity NOS 100% 1009 1009
NOS Property, S.A. Lisbon Management of investments participations in other companies as an indirect form of economic activity NOS 100% 1009 100%
Implementation, operation, exploitation and offer of networks and rendering services of electronic 100% 1009 100%
NOS Comunicações, S.A. Lisbon comunications and related resources; offer and commercialisation of products and equipments of electronic
communications
NOS
NOS Corporate Center, S.A. Lisbon Service rendered of business support and management and administration consultancy services, including
accounting, logistics, administrative, financial, tax, human resources services and any other services that are
subsequent or related to previous activities
NOS 100% 1009 100%
NOS Inovação, S.A. Matosinhos Achievement and promotion of scientific activities and research and development as well as the
demonstration, dissemination, technology transfer and formation in the fields of services and information
systems and fixed solutions and last generation mobile, television, internet, voice and data, and
engineering services and consultancy
NOS 100% 1009 100%
NOS Internacional, SGPS, S.A. Lisbon Management of investments participations in other companies as an indirect form of economic activity NOS 100% 1009 1009
NOS Lusomundo Audiovisuais, S.A. Lisbon Import, distribution, commercialization and production of audiovisual products NOS Audiovisuais SGPS 100% 1009 1009
NOS Lusomundo Cinemas , S.A. Lisbon Movies exhibition and commercialization of other public events NOS 100% 1009 1009
NOS Audio - Sales and Distribution, S.A. (c) Lisbon Movies distribution, editing, distribution, commercialization of audiovisual products NOS + NOS Audiovisuais 100% 1009 100%
NOS Madeira Comunicações, S.A. Funchal Distribution of television by cable and satellite and operation of telecommunications services in the Madeira
area
NOS Comunicações 78% 789 789
NOS Mediação de Seguros, S.A. Lisbon Insurance distribution and related activities NOS 100% 1009 1009
NOS TECHNOLOGY - Concepção, Construção e Gestão de Redes de Design, construction, management and exploitation of electronic communications networks and their
Comunicações, S.A. ('Artis') Matosinhos equipment and infrastructure, management of technologic assets and rendering of related services NOS Comunicações 100% 100% 100%
NOS Wholesale, S.A. Lisbon Trade, service rendered and exploitation of wholesale offerings of national and international electronic
communications services and related services, namely information technology services
NOS SA 0% 100% 100%
Per-Mar - Sociedade de Construções, S.A. ("Per-Mar') Lisbon Purchase, sale, renting and operation of property and commercial establishments NOS SA 100% 1009 100%
Sontária - Empreendimentos Imobiliários, S.A. (Sontária) Lisbon Realisation of urbanisation and building construction, planning, urban management, studies, construction and
property management, buy and sale of properties and resale of purchased for that purpose
NOS Comunicações 100% 100% 100%
Teliz Holding, S.A. Lisbon Management of investments financing activities NOS 100% 1009 100%

(a) NOS SGPS: 27,50%; NOS Sistemas: 20,00%; NOS Internacional SGPS: 20,00%; NOS Audiovisuais SGPS: 22,50%; NOS Cinemas: 10,00%
(b) NOS SGPS: 90%; NOS Lusomundo Cinemas: 10%

(c) NOS Audio & Sales Distributions: NOS SGPS: 71%; NOS Audiovisuais: 29%

B) Associated companies

PRINCIPAL ACTIVITY SHARE PERCENTAGE OF OWNERSHIP
COMPANY HEADQUARTERS HOLDER EFFECTIVE
31-12-2021
DIRECT
31-12-2022
EFFECTIVE
31-12-2022
Big Picture 2 Films, S.A. Oeiras lmport, distribution, commercialization and production of audiovisual products NOS
Audiovisuais
20,00% 20,00% 20,00%
Big Picture Films, S.L. Madrid Distribution and commercialization of movies Big Picture 2
Films, S.A.
20,00% 100,00% 20,00%
Sport TV Portugal, S.A. Lisbon Conception, production, realization and commercialization of sports programs for
telebroadcasting, purchase and resale of the rights to broadcast sports programs
for television and provision of publicity services
NOS 25,00% 25,00% 25,00%

C) Jointly controlled companies

COMPANY SHARE
HOLDER
PERCENTAGE OF OWNERSHIP
HEADQUARTERS PRINCIPAL ACTIVITY EFFECTIVE
31-12-2021
DIRECT
31-12-2022
EFFECTIVE
31-12-2022
Dreamia Holding B.V. (a) Amsterdam Conception, production, realization and commercialization of audiovisual contents
and provision of publicity services
NOS Audiovisuais 0,00%
Dreamia Servicios de Televisión, S.L. Madrid Management of investments NOS Audiovisuais 50,00% 50,00% 50,00%
Dreamia - Serviços de Televisão, S.A. Lisbon Conception, production, realization and commercialization of audiovisual contents
and provision of publicity services
Dreamia SL 50,00% 100,00% 50,00%
FINSTAR - Sociedade de Investimentos e
Participações, S.A.
Luanda Distribution of television by satellite, operation of telecommunications services Teliz Holding S.A. 30,00% 30,00% 30,00%
Upstar Comunicações S.A. Vendas Novas Electronic communications services provider, production, commercialization,
broadcasting and distribution of audiovisual contents
NOS 30,00% 30,00% 30,00%
ZAP Media S.A. Luanda Projects development and activities in the areas of entertainment,
telecommunications and related technologies, the production and distribution of the
contents and the design, implementation and operation of infrastructure and related
facilities
FINSTAR 30,00% 100,00% 30,00%
MSTAR, SA (b) Maputo Satellite television signal distribution, operation and provision of
telecommunications services
NOS + NOS
Comunicações
30,00% 30,00% 30,00%
Dualgrid - Gestão de Redes Partilhas, S.A. Lisbon Rendering of technical, administrative and financial consultancy services to
telecommunications companies, planning and management of telecommunications
networks and any other activities that are complementary, subsidiary or accessory
to those referred to in the previous numbers
NOS
Comunicações
50% 50,00% 50,00%

(a) Meged compris Denision S. (1) VOS SPS 214 (105 Comicações (10%. Financial reservers whose port capit care contribution is processed as pinte annerer se to only internet d

Companies in which NOS does not have significant influence D)

SHARE PERCENTAGE OF OWNERSHIP
COMPANY HEADQUARTERS PRINCIPAL ACTIVITY HOLDER EFFECTIVE
31-12-2021
DIRECT
31-12-2022
EFFECTIVE
31-12-2022
Associação Laboratório Colaborativo em Transformação
Digital - DTX
Guimarães Research applied to different areas associated with digital transformation to encourage
cooperation between R&D units, educational institutions and the productive sector
NOS Inovação 4,92% 4,92% 4,92%
Fundo TechTransfer Lisbon Invest and support the development of companies that aim to commercialize
technologies and products that result from scientific and technological research
NOS Inovação 3,90% 3,90% 3,90%
RK. Al - Serviços de Processamento de Imagens e Análise
de Dados, S.A. (Reckon.ai)
Porto Activities related to information and computer technologies, images and data
processing and analysis, hosting and related activities and IT consulting
Fundo NOS 5G 0,00% 11,76% 11,76%
SkillAugment, Lda (KIT-AR) (a) Aveiro Conception, design, methodology development, programming, editing, testing, support
and maintenance of software, online web platforms and virtual and augmented reality
systems, with machine learning and artificial intelligence capabilities, in industrial and
business environments.
Fundo NOS 5G +
Fundo
TechTransfer
0,00% 0,00%
Seems Possible, Lda. (Knock Healthcare) (a) Porto Data processing activities, information domiciliation and related activities, namely in the
health area.
Fundo NOS 5G 0,00% 0,00%
Mindprober Braga The company aims to measure the emotional impact that multimedia content has on
consumers, through wearables that monitor biometric data such as sweat or heartbeat Fundo NOS 5G
acceleration.
2,09% 2,09%
Didimo Inc. (b) Dover DIDIMO has developed a platform that allows the generation, in about 60 seconds, of 3D
digital avatars based on photographs.
Fundo NOS 5G 0,00% 0,00%
Didimo SA (b) Porto DIDIMO has developed a platform that allows the generation, in about 60 seconds, of 3D
digital avatars based on photographs.
Fundo NOS 5G 0,00% 0,00%
Lusitânia Vida - Companhia de Seguros, S.A ("Lusitânia
Vida")
Lisbon Insurance services NOS 0,03% 0,03% 0,03%
Lusitânia - Companhia de Seguros, S.A ("Lusitânia
Seguros")
Lisbon Insurance services NOS 0,02% 0,02% 0,02%

(a) The investment in the entity was in convertible debt, so the interest is 0%.

(b) The NOS 5G Fund only holds 1 share in each entity, representing 0.0% of the capital

03 INDIVIDUAL FINANCIAL STATEMENTS

Statement of financial position

AT 31 DECEMBER 2021 AND 2022

(Amounts stated in euros)

NOTES 31-12-2021 31-12-2022
ASSETS
NON - CURRENT ASSETS
Tanqible assets 6 151,669 150,017
Intangible assets 7 453,888,881 453,888,881
Rights of use 8 232,545 174,311
Financial investments in group companies 9 908,459,449 848,086,949
Accounts receivable 5 & 10 735,361,135 1,130,053,000
Available-for-sale financial assets 5 & 12 12,951 12,950
Deferred income tax assets 13 1,364,765 850,410
Derivative financial instruments 5 & 21 105,008 10,946,504
TOTAL NON - CURRENT ASSETS 2,099,576,403 2,444,163,022
CURRENT ASSETS:
Accounts receivable 5 & 10 587,177,076 111,921,546
Tax receivable 11 80,432 65,275
Prepaid expenses 14 86,563 118,238
Cash and cash equivalents 5 & 15 360,472 7,633,072
TOTAL CURRENT ASSETS 587,704,543 119,738,131
TOTAL ASSETS 2,687,280,946 2,563,901,153
SHAREHOLDER'S EQUITY
Share capital 16.1 5,151,614 855,167,891
Capital issued premium 16.2 854,218,633 4,202,356
Own shares 16.3 (12,353,087) (15,967,529)
Legal reserve 16.4 1,030,323 1,030,323
Other reserves and accumulated earnings 16.5 420,980,086 509,871,236
Net income 220,718,915 66,868,204
TOTAL EQUITY 1,489,746,484 1,421,172,481
NOTES 31-12-2021 31-12-2022
LIABILITIES
NON - CURRENT LIABILITIES
Borrowings 5 & 17 806,994,281 654,532,339
Provisions 18 250,119 191,514
Accrued expenses 5 & 19 951,891 454,886
Deferred income 20 4,230,118 2,824,046
Deferred income tax liabilities 3.2 & 13 1,626,599 3,747,884
TOTAL NON - CURRENT LIABILITIES 814,053,008 661,750,669
CURRENT LIABILITIES:
Borrowings 5 & 17 235,142,116 345,946,205
Accounts payable 5 & 22 140,728,845 117,677,351
l ax payable 3.2 & 11 4,167,974 13,881,950
Accrued expenses 5 & 19 2,709,601 3,012,931
Deferred income 20 399,309 459,566
Derivative financial instruments 5 &21 333,609
TOTAL CURRENT LIABILITIES 383,481,454 480,978,003
TOTAL LIABILITIES 1,197,534,462 1,142,728,672
TOTAL LIABILITIES AND SHAREHOLDER 'S EQUITY 2,687,280,946 2,563,901,153

The Notes to the Financial Statements form an integral part of the statement of financial position as at 31 December 2022. The Chief Accountant The Board of Directors

Statement of income by nature

FOR THE FINANCIAL YEARS ENDED ON 31 DECEMBER 2021 AND 2022 (Amounts stated in euros)

NOTES 2021 2022
REVENUES:
Services rendered 23 14,215,094 15,561,339
Other operating revenues 13,262 11,366
14,228,356 15,572,705
COSTS, LOSSES AND GAINS:
Wages and salaries 24 6,515,095 7,452,365
Marketing and advertising 9,445 2,859
Support services 25 1,334,420 1,376,775
Supplies and external services 25 631,587 816,559
Other operating losses / (gains) 26 28,798 60,776
Taxes 110,191 110,638
Provisions and adjustments 18 (96,611) (42,299)
Depreciation, amortisation and impairment losses 6,7 & 8 145,061 119,577
Other losses / (gains) non recurrent 27 94,567 187,570
8,772,553 10,084,820
INCOME BEFORE FINANCIAL RESULTS AND TAXES 5,455,803 5,487,885
Financial costs / (revenues) 28 (10,686,896) (11,198,554)
Foreign exchange losses / (gains) 7 517
Losses / (gains) of affiliated companies 29 (210,742,144) (55,969,155)
Other financial expenses / (income) 28 2,394,921 3,047,472
(219,034,112) (64,119,720)
INCOME BEFORE TAXES 224,489,915 69,607,605
Income taxes 13 3,771,000 2,739,401
NET CONSOLIDATED INCOME 220,718,915 66,868,204
EARNINGS PER SHARES
Basic - euros 16.6 0.43 0.13
Diluted - euros 16.6 0.43 0.13

The Notes to the Financial Statements form an integral part of financial position as at 31 December 2022. The Chief Accountant The Board of Directors

Statement of comprehensive income

FOR THE FINANCIAL YEARS ENDED ON 31 DECEMBER 2021 AND 2022 (Amounts stated in euros)

NOTES 2021 2022
NET INCOME 220,718,915 66,868,204
OTHER INCOME
ITENS THAT MAY BE RECLASSIFIED TO THE INCOME STATEMENT
Fair value of interest rate swap 21 40.468 10,956,679
Deferred income tax - interest rate swap 21 (9,105) (2,465,253)
Fair value of equity swaps 21 389,635 185,872
Deferred income tax - equity swap 21 (87.668) (41,821)
OTHER COMPREHENSIVE INCOME 333,330 8,635,477
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 221,052,245 75,503,681

The Notes to the Financial Statements form an integral part of financial position as at 31 December 2022. The Chief Accountant The Board of Directors

Statement of changes in shareholders' equity

FOR THE FINANCIAL YEARS ENDED ON 31 DECEMBER 2021 AND 2022 (Amounts stated in euros)

NOTES SHARE CAPITAL CAPITAL ISSUED
PREMIUM
OWN SHARES LEGAL RESERVE OTHER RESERVES
AND
ACCUMULATED
EARNINGS
NET INCOME TOTAL
BALANCE AS AT JANUARY 2021 5,151,614 854,218,633 (14,859,452) 1,030,323 464,841,485 98,707,111 1,409,089,714
Result appropriation
Transfered to reserves 98,707,111 (98,707,111)
Dividends paid 16.4 (142,375,697) (142,375,697)
Acquisition of own shares 16.3 (2,068,592) (2,068,592)
Distribuition of own shares - share plan 16.3 3,976,598 (3,976,598)
Distribuition of own shares - other remunerations 16.3 598,359 (138,387) 459,972
Share Plan - Costs incurred in the year and others 3,588,842 3,588,842
Comprehensive income for the year 333,330 220,718,915 221,052,245
BALANCE AS AT DECEMBER 2021 5,151,614 854,218,633 (12,353,087) 1,030,323 420,980,086 220,718,915 1,489,746,484
BALANCE AS AT JANUARY 2022 5,151,614 854,218,633 (12,353,087) 1,030,323 420,980,086 220,718,915 ,489,746,484
Result appropriation
Transfered to reserves 220,718,915 (220,718,915)
Dividends paid 16.4 (142,357,122) (142,357,122)
Acquisition of own shares 16.3 (1,087,403) (7,087,403)
Distribuition of own shares - share plan 16.3 3,186,762 (3,186,762)
Distribuition of own shares - other remunerations 16.3 286,199 (14,052) 272,147
Share Plan - Costs incurred in the year and others 33 5,094,694 5,094,694
Comprehensive income for the year 8,635,477 66,868,204 75,503,681
BALANCE AS AT DECEMBER 2022 855,167,891 4,202,356 (15,967,529) 1,030,323 509,871,236 66,868,204 1,421,172,481

The Notes to the Financial Statements form an integral part of financial position as at 31 December 2022. The Chief Accountant The Board of Directors

Statement of cash flows

FOR THE FINANCIAL YEARS ENDED ON 31 DECEMBER 2021 AND 2022 (Amounts stated in euros)

NOTES 2021 2022
OPERATING ACTIVITIES
Collections from clients 14,437,886 15,366,650
Payments to suppliers (1,861,090) (1,831,994)
Payments to employees (5,978,957) (4,200,310)
Receipts / (payments) relating to income taxes 3,726,820 (11,399,216)
Other cash receipts / (payments) related with operating activities 3,497,190 7,383,436
CASH FLOW FROM OPERATING ACTIVITIES (1) 13,821,849 5,318,566
INVESTING ACTIVITIES
CASH RECEIPTS RESULTING FROM
Financial investments 9 1,071,609 31,107,363
Loans granted 493,931,127
Interest and related income 21,269,092 22,853,777
Dividends 234,870,535 90,397,793
257,211,236 638,290,060
PAYMENTS RESULTING FROM
Financial investments 9 (6,175,500) (4,063,500)
Tangible assets (11,728) (6,993)
Loans granted (364,236,617) (395,946,500)
(370,423,845) (400,016,993)
CASH FLOW FROM INVESTING ACTIVITIES (2) (113,212,609) 238,273,067
FINANCING ACTIVITIES
CASH RECEIPTS RESULTING FROM
Borrowings 330,998,869 448,359,537
330,998,869 448,359,537
PAYMENTS RESULTING FROM
Borrowings (199,833,333) (520,533,333)
Lease rentals (principal) (123,109) (118,917)
Interest and related expenses (13,426,596) (14,563,270)
Dividends 16.5 (142,375,697) (142,357,122)
Aquisition of own shares 16.3 (2,068,592) (7,087,403)
(357,827,327) (684,660,045)
CASH FLOW FROM FINANCING ACTIVITIES (3) (26,828,458) (236,300,508)
Change in cash and cash equivalents (4)=(1)+(2)+(3) (126,219,218) 7,291,125
Cash and cash equivalents at the beginning of the year 126,561,165 341,947
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 341,947 7,633,072
Cash and cash equivalents 15 360,472 7.633.072
Bank overdrafts 17 (18,525)

The Notes to the Financial Statements form an integral part of financial position as at 31 December 2022. The Chief Accountant The Board of Directors

Notes to the financial statements

AT 31 DECEMBER 2022 (Amounts stated in euros, unless otherwise stated)

1. Introductory note

NOS, SGPS, S.A. ("NOS" or "Company"), formerly named ZON OPTIMUS, SGPS, S.A. ("ZON OPTIMUS"), and until 27 August 2013 named ZON Multimédia – Serviços de Telecomunicações e Multimédia, SGPS, S.A. ("ZON"), with Company headquarters registered at Rua Actor António Silva, 9, Campo Grande, was established by Portugal Telecom, SGPS, S.A. ("Portugal Telecom") on 15 July 1999 with the purpose of implementing its multimedia business strategy.

During the 2007 financial year, Portugal Telecom proceeded with the spin-off of ZON through the attribution of its participation in the company to shareholders, which become fully independent from Portugal Telecom.

During the 2013 financial year, ZON and Optimus, SGPS, S.A. ("Optimus SGPS") have merged through the incorporation of Optimus SGPS into ZON. Thereafter, the Company adopted the designation of ZON Optimus, SGPS, S.A.

On 20 June 2014, because of the launch of the new brand "NOS" on 16 May 2014, the General Meetinq of Shareholders approved the change of the Company's name to NOS, SGPS, S.A..

The businesses operated by NOS and its associated companies, which together form the "NOS Group" or "Group", which includes cable and satellite television services, voice and Internet access services, video production and sale, advertising on Pay TV channels, cinema exhibition and the production of channels for Pay TV and the provision of consultancy services related to information systems.

NOS' shares are listed on the Euronext Lisbon market. The shareholder structure of the Company at 31 December 2021 is shown in Note 16.

The business of NOS Comunicações, S.A. ("NOS SA") and its subsidiaries, NOS Technology, NOS Acores, NOS Madeira, NOS Wholesale and NOS Sistemas comprehends: a) cable and satellite television distribution; b) the operation of the latest generation mobile communication network, GSM/UMTS/LTE/5G; c) the operation of electronic communications services, including data and multimedia communication services in general; d) IP voice services ("VOIP" - Voice over IP); e) Mobile Virtual Network Operator ("MVNO"), f) the provision of consultancy and similar services directly or

indirectly related to the above mentioned activities and services, and q) datacentre management and consulting services in IT. The business of these companies is regulated by Law no. 5/2004 (Electronic Communications Law), which establishes the legal regime governing electronic communications networks and services.

The main activity of NOS Audio - Sales and Distribution, S.A., previously designated NOS Lusomundo TV and the result of the merger of NOSPUB with NOS Lusomundo TV on December 2020, is the negotiation, acquisition and distribution of content rights and other multimedia products to television and other platforms of distribution, currently producing films and series channels through the compilation of the acquired contents, which are distributed, among other operators, by NOS SA and its subsidiaries. This company also manages the advertising space on Pay TV channels and in the cinemas of NOS Cinemas.

NOS Audiovisuais and NOS Cinemas together with their associated companies operate in the audiovisual sector, which includes video production and sale, cinema exhibition and the acquisition/negotiation of Pay TV and VOD (video-on-demand) rights.

NOS Inovação main activities are conducting and stimulating scientific activities of R&D (it owns all the intellectual property developed within the NOS Group, intending to guarantee the return of initial investment through the commercialization of patents and concessions reqarding commercial operation, as a result of a creation of new products and services), the demonstration, disclosure, technology and training transfers in the services and information management domains as well as fixed and mobile solutions of the latest generation of TV, internet, voice and data solutions.

These Notes to the Financial Statements follow the order in which the items are shown in the financial statements.

The financial statements relate to the Company on an individual basis and not consolidated were prepared for publication under the commercial legislation in force.

As provided in IFRS, financial investments are stated at acquisition cost. Consequently, the financial statements do not include the effect of the consolidation of assets, liabilities, income and expenses, which will be made in the consolidated statements. The effect of these consolidation consists in an asset increase of 572,115 thousand euros and in a net income and shareholder's equity reduction of 76,560 thousand euros and 526,746 thousands euros, respectively.

The financial statements for the financial year ended on 31 December 2022 were approved by the Board of Directors and their issue authorised on 7 March 2023.

-

- •••••

  • •••

-

- ••••

  • · Amendments to IAS 1 Disclosure of accounting policies. Classification of current and noncurrent liabilities. This amendment intends to clarify the classification of liabilities as current or non-current balances depending on the rights that an entity has to defer its payment, at the end of each reporting period. The classification of liabilities is not affected by the entity's expectations (the assessment should determine whether a right exists, but should not consider whether the entity will or will not exercise that right), or by events that occur after the reporting date, such as non-compliance with a covenant. However, if the right to defer settlement for at least twelve months is subject to the fulfilment of certain conditions after the reporting date, those criteria do not affect the right to defer settlement for the purpose of classifying a liability as current or non-current. This amendment also includes a new definition of "settlement" of a liability and is applicable retrospectively.
  • · Amendments to IFRS 16 Leasings Responsibility of a lease in a sale and leaseback transaction. This amendment specifies the requirements regarding the subsequent measurement of lease liabilities, related to sale and leaseback transactions that qualify as "sale" in accordance with the principles of IFRS 15, focusing on variable lease payments that do not depend on an index or rate. In subsequently measuring lease liabilities, seller-lessees shall determine "lease payments" and "revised lease payments" in a manner that does not recognise any gain or loss related to the retained right-of-use. Applying these requirements does not prevent a seller-lessee from recognising, in the income statement, any gain or loss relating to the partial or total "sale" as required by paragraph 46(a) of IFRS 16. This amendment is retrospective.These standards have not yet been adopted ("endorsed") by the European Union and, as such, were not applied by the Company in the twelve-month period ended on 31 December 2021. No significant impacts are estimated on financial statements resulting from its adoption.

The Company did not apply any of these standards in advance in the financial statements in financial year ended on 31 December 2022. No significant impacts on the financial statements resulting from their adoption are estimated.

2.2. TRANSACTIONS AND BALANCES IN FOREIGN CURRENCIES

Transactions in foreign currency are recorded at exchange rates on transactions dates. At each reporting date, the carrying amounts of monetary items denominated in foreign currency are updated by applying the exchange rate prevailing on that date. Non-monetary items carried at fair value denominated in foreign currency are restated at the exchange rates of the respective dates on which the fair values were determined. Exchange rate differences on monetary items that constitute an extension of the investment denominated in the functional currency of the Company or the subsidiary in question are recognised as the exchange rate on investment in shareholder's equity. Exchange rate differences on non-monetary items are classified under "Other reserves".

Exchange differences arising on the date of receipt or payment of foreign currency transactions and the resulting updates of the above are recognised in the income statement, under "Foreign exchange losses / (gains)" for all other balances or transactions.

At 31 December 2021 and 2022, assets and liabilities expressed in foreign currencies were converted into euros using the following exchange rates of such currencies against the euro, as published by the Bank of Portugal:

31-12-2021 31-12-2022
CURRENCY
US Dollar 1.13 1.07

2.3. TANGIBLE ASSETS

Tangible assets are stated at acquisition cost less accumulated depreciation and eventual impairment losses. The acquisition cost includes the purchase price of the asset, expenses directly attributable to the purchase and costs incurred in preparing the asset to be ready for utilisation. Costs incurred on borrowings for the construction of tangible fixed assets are recognised as part of the asset, whenever the period of construction / preparation is more than one year.

Subsequent costs with renovations and major repairs that extend the useful life or productive capacity of assets are recognised as a cost of the asset.

The costs of current maintenance and repairs are recognised as a cost when they are incurred.

The estimated costs of dismantling and removal of the assets will be considered as part of the initial cost.

Tangible assets are depreciated from the time they are completed or ready to be used. These assets, less their residual value, are depreciated by the straight-line method, in twelfths, from the month in which they become available for use, according to the assets defined as their estimated utility.

The depreciation rates used corresponds to the following useful lives:

2021 2022
CLASS OF GOODS (YEARS) (YEARS)
Buildings and other constructions 10 10
Basic equipment 3 - 4 3 - 4
Transportation equipment 4 র্ব
Administrative equipment 2 - 10 2 - 10
Other tangible assets 8 8

The useful lives and depreciation method of the tangible assets are reviewed annually. The effect of any changes to these estimates is recognised prospectively in the income statement.

The residual values of assets and their respective useful lives are reviewed and adjusted if appropriate, at the reporting date. If the carrying amount exceeds the recoverable amount of the asset, it is readjusted to the estimated recoverable amount by recognizing impairment losses (Note 2.6).

Gains and/or losses resulting from the sale of a tangible fixed asset, determined as the difference between realizable value of the transaction and the accounting net value, are recognised in the account "Losses/(gains) on sale of assets".

2.4. INTANGIBLE ASSETS

Intangible assets are stated at acquisition cost less accumulated amortisation and impairment losses, when applicable.

Intangible assets are recoqnised only when they are identifiable, generate future economic benefits for the Company and can be measured reliably.

The Company conducts a periodic impairment assessment of the intangible assets available for use. This impairment assessment is also carried out whenever an event or circumstances that indicates that the amount for which the asset is recorded may not be recovered is identified. If this happens, the Company determines the recoverable value of the asset, in order to determine if an impairment loss exists and its extent.

The useful lives of the intangible assets are classified as finite or indefinite.

Intangible assets with finite useful lives are amortized over their useful lives, with an impairment analysis carried out whenever there are indications that the amount at which the intangible asset is mentioned in the financial statements may not be recovered. The amortization period and the amortization method of an intangible asset with a finite useful life are reviewed periodically. Any changes in the expected useful life or in the expected pattern of future consumption of the economic benefits incorporated in the asset, are considered in the modification over the period or method of amortization and, if verified, are treated as changes in accounting estimates. The amortization costs of intangible assets with finite lives are recognized in the income statement.

These assets are amortised by the straight-line method, in twelfths, from the beginning of the month in which they become available for use.

The amortisation rates used correspond to the following estimated useful lives:

2021 2022
CLASS OF GOODS (YEARS) (YEARS)
Computer Programs
Industrial property and other rights 3

The intangible assets with indefinite useful lives are not amortized, and impairment assessments are performed annually.

Accordingly, the useful life of an intangible asset that is not being amortized is periodically reviewed to determine whether events and circumstances continue to support an indefinite useful life assessment for that asset. If not, the change in the assessment of the from indefinite to finite is accounted for as a change in an accounting estimate.

2.5. GOODWILL

Goodwill represents the excess of acquisition cost over the net fair value of the assets, liabilities, and contingent liabilities of a business, a subsidiary, jointly controlled company or associated, at the acquisition date, if this is not a business combination of entities under common control in accordance with IFRS 3. In the case of a business combination of entities under common control, Goodwill represents the excess of acquisition cost over the fair value of the asset and liabilities of the acquired business.

Goodwill is presented as a component of the acquisition cost of the financial investments, in the separate accounts of NOS, when business is embodied in an entity.

Given the policy followed by the Company in the recognition and measurement of financial investments, Goodwill is recorded as an asset and included in "Intangible assets" if the excess of the costs common from an acquisition by merger, and in "Financial investments in group companies" in an acquisition of a subsidiary jointly controlled company or an associated company. Goodwill is not amortised and is subject to impairment tests at least once a year, on a specified date, and whenever there are changes in the test's underlying assumptions at the date of the statement of financial position which may result in a possible loss of value. Any impairment loss is recorded immediately in the income statement in "Impairment losses" and is not liable to subsequent reversal.

For the purposes of impairment tests, goodwill is attributed to the cash-generating units to which it is related, which may correspond to the business segments in which the Company operates, or a lower level.

On disposal of a subsidiary, associate or jointly controlled entity, the corresponding goodwill is included in determining the corresponding gain or loss realised.

2.6. IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS, EXCLUDING GOODWILL

At each reporting date is carried out a review of the carrying amounts of tangible fixed assets and intangible assets of the Company to determine whether there is any indication that the recorded amount may not be recoverable. If there is any indicator, we estimate the recoverable amount of the respective assets in order to determine the extent of the impairment loss (if any). When it is not possible to determine the recoverable amount of an individual asset, the recoverable amount is estimated for the cash-generating unit to which the asset belongs.

The recoverable amount of the asset or cash-generating unit is the greater of (i) the fair value less costs to sell and (ii) the current use value. In determining the current use value, the estimated future cash flows are discounted using a discount rate that reflects market expectations for the time value of money and the risks specific to the asset or cash-generating unit for which the estimates of future cash flows have not been adjusted.

When the carrying amount of the asset or cash-generating unit exceeds its recoverable amount, is recognised as an impairment loss The impairment loss is recognised immediately in the income statement under "Depreciation, and impairment losses" unless such loss offset a revaluation surplus recorded in shareholders' equity.

The reversal of impairment losses recognised in previous years is recorded when there are indications that these losses no longer exist or have decreased. The reversal of impairment losses is recognised in the statement of comprehensive income in the captions referred in the previous paragraph. The reversal of the impairment loss is made up to the amount that would be recognised (net of amortisation) if no impairment loss had been recorded in previous years.

2.7. INVESTMENTS IN-GROUP COMPANIES

Financial investments in Group companies in which the Company holds directly or indirectly controlling, considering that control over an entity exists when the Group is exposed, and or has rights, as a result of their involvement, on the variable returns the entity's activities, and has the ability to affect this return through the power over the entity) are recorded under the caption "Financial investments in Group companies', at their acquisition cost, in accordance with IAS 27, as Company presents, separately, consolidated financial statements in accordance with IAS/IFRS.

Under this caption are also recorded at nominal value, supplementary capital granted to subsidiaries.

An evaluation of investments in Group companies is performed when there are indications that the recorded amount may not be recoverable, or impairment losses recorded in previous years no longer exist.

Impairment losses detected on the realizable value of the financial investments in Group companies are recognised in the year in which they are estimated, under the caption "Losses / (gains) of affiliated companies" in the income statement.

Impairment losses on investments in Group companies are calculated using two different methods, and the one with the highest value is chosen: i) comparison of the carrying value of the investment with its recoverable value, the latter being the highest among the use value and the fair value less the cost of selling; and ii) comparison of the carrying value of the investment with its fair value less the cost of selling.

The identification of impairment indicators, the estimate of future cash flows and the determination of the fair value of assets less costs to sell particularly in the Angolan subsidiaries (fair value less costs to sell including a discount / risk premium resulting from uncertainties related to these companies), imply a high level of judgment from the Board of Directors regarding the identification and assessment of the different impairment indicators and expected cash flows.

The expenses incurred with the acquisition of financial investments in Group companies are recorded as cost when they are incurred.

2.8. FINANCIAL ASSETS

Financial assets are recognised in the statement of financial position of the Company on the trade or contract date, which is the date on which the Company undertakes to purchase or sell the asset.

Initially, apart from commercial accounts receivable, financial assets are recognised at fair value plus directly attributable transaction costs, except for assets at fair value through income in which transaction costs are immediately recognised in income. Trade accounts receivable, at the initial time, are recognised at their transaction price, as defined in IFRS 15.

These assets are derecognised when:

  • l.
  • II. the Company has substantially transferred all the risks and benefits associated with their ownership; or
  • III. ownership, the Company has transferred control of the assets.

Financial assets and liabilities are offset and shown as a net value when, and only when, the Company has the right to offset the recognised amounts and intends to settle for the net value.

The Company classifies its financial assets into the following categories: financial investments at fair value through profit or loss, financial assets measured at amortised cost, financial assets at fair value through other comprehensive income. Its classification depends on the entity's business model to manage the financial assets and the contractual characteristics in terms of the financial asset.

Financial assets at fair value through profit and loss

This category includes financial derivatives and equity instruments that the Company has not classified as financial assets through other comprehensive income at the time of initial recognition. This category also includes all financial instruments whose contractual cash flows are not exclusively capital and interest.

Financial assets at fair value through results are presented in the financial statements at fair value, the net changes being known in the income statement. This category of assets includes derivative instruments and investments in listed company has not classified as financial assets at fair value through other comprehensive income. Dividends from investments in listed companies are recognized as income in the income statement when the respective right of receipt is formalized.

Gains and losses resulting from changes in the fair value of assets measured at fair value through profit or loss are recognised in results in the year in which they occur under "Losses / (gains) on financial assets", including the income from interest and dividends.

Financial assets at fair value through other comprehensive income

Financial assets measured at fair value through other comprehensive income are those that are part of a business model whose objective is achieved through the collection of contractual cash flows and the sale of financial assets, being that these contractual cash flows are only capital and interest reimbursement on the capital in debt.

Financial assets measured at amortised cost

Financial assets measured at amortised cost are those that are included in a business model whose purpose is to hold financial assets in order to receive the contractual cashflows, being that these contractual cash flows are only capital reimbursement and interest payments on the capital in debt.

Financial assets measured at amortized cost are subsequently measured using the effective tax rate method and subject to impairment. Income and costs are recognized in the income statement when the asset is derecognised, updated or an impairment is recognized over it. Financial assets measured at the Company's amortized cost include accounts receivable and loans granted to related parties.

Cash and cash equivalents

The amounts included in "Cash and cash equivalents" correspond to the amounts of cash, bank deposits, term deposits and other investments with maturities of less than three months which may be immediately realizable and with a negligible risk of change of value.

For the purposes of the statement of cash flows, "Cash and cash equivalents" also includes bank overdrafts included in the statement of financial position under "Borrowings" (when applicable).

2.9. FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS

Financial liabilities and equity instruments are classified according to their contractual substance irrespective of their legal form. Equity instruments are contracts that show a residual interest in the Company's assets after deducting the liabilities. The equity instruments issued by the Company are recorded at the amount received, net of the costs incurred in their issue. Financial liabilities and equity instruments are regained only when extinguished, i.e., when the obligation is settled or extinquished.

In accordance with IFRS 9, financial liabilities are classified as subsequently measured at amortised cost, except for:

  • Financial liabilities at fair value through profit or loss. These liabilities, including derivatives that are liabilities, should subsequently be measured at fair value;
  • · Financial liabilities that arise when a transfer of a financial asset does not meet the conditions for derecognition or when it is applied the continued involvement approach;
  • Financial quarantee contracts; .
  • · The commitments to grant a loan at a lower interest rate than the market;
  • · The recognised contingent consideration by a buyer in a concentration of business activities to which IFRS 3 applies. Such contingent consideration shall be subsequently measured at fair value, with changes recognised in profit or loss.

Financial liabilities of the Company include: borrowings, accounts payable and derivative financial instruments.

2.10. IMPAIRMENT OF FINANCIAL ASSETS

At the date of each statement of financial position, the Company analyses and recognises expected losses on its debt securities, loans and accounts receivable. The expected loss results from the difference between all contractual cash flows that are due to an entity in accordance with the contract and all the cash flows that the entity expects to receive, discounted at the original effective interest rate.

The objective of this impairment policy is to recognise expected credit losses over the respective duration of financial instruments that have undergone significant increases in credit risk since initial recognition, assessed on an individual or collective basis, taking into account all reasonable and sustainable information, including prospects. If, at the reporting date, the credit risk associated with a financial instrument has not increased significantly since the initial recognition, the Company measures the provision for losses relating to that financial instrument by an amount equivalent to the expected credit losses within a period of 12 months.

For receivables and assets resulting from contracts under IFRS 15, the Company adopts the simplified approach when calculating expected credit losses. As a result, NOS does not monitor changes in credit risk, recognising instead impairment losses based on the expected credit loss on each reporting date. The Company established a provisions' matrix where it presents an impairment loss criterion based on the history of credit losses, adjusted by specific prospective factors for the clients and the economic environment.

2.11. DERIVATE FINANCIAL INSTRUMENTS

Initial and subsequent recognition

The Company uses derivative financial instruments, such as exchange rate forward contracts, interest rate swaps, to cover its exchange rate risks, interest, respectively. Such derivative financial instruments are initially recorded at fair value on the derivative is contracted and are subsequently measured at fair value. Derivatives are presented in assets when their fair value is positive and in liabilities when their fair value is negative.

In terms of hedge accounting, hedges are classified as:

  • Fair value hedge when the purpose is to hedge the exposure to fair value changes of a registered asset or liability or an unregistered Companys' commitment;
  • · Cash flow hedge when the purpose is to hedge the exposure to cash flow variability arising from a specific risk associated with the whole or a component of a registered asset or liability or an anticipated highly probable occurrence or exchange risk associated with an unregistered Company' commitment;
  • · Coverage of a net investment in a foreign operational unit.

NOS uses derivative financial instruments with fair value and cash flow hedges.

At the beginning of the hedge relationship, the Company formally designates and documents the hedging relationship for which hedge accounting is intended to apply as well as the management and strategy purpose of such hedge.

The documentation includes the identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Company will assess whether the hedging

relationship meets the hedge effectiveness requirements (including the analysis of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all of the following effectiveness requirements:

  • i) There is an economic relationship' between the hedged item and the hedging instrument;
  • ii) The effect of credit risk does not "dominate the value changes" that result from that economic relationship; and
  • iii) The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Company actually hedges and the quantity of the hedging instrument that the Company actually uses to hedges that quantity of hedged item.

Hedges that meet all the quantifying criteria for hedge accounted for, as described below:

Fair value hedges

The change in the fair value of a hedging instrument is recognised in the statement of profit or loss. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognised in the statement of profit or loss.

For fair value hedges relating to items carried at amortised cost, any adjustment to carrying value is amortised through profit or loss over the remaining term of the hedge using the ElR method. The ElR amortisation may begin as soon as an adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged.

If the hedged item is derecognised the unamortised fair value is recognised immediately in profit or loss.

When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.

Cash flow hedges

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.

The Company uses forward contracts of: i) currency contracts for its exposure to foreign currency risk in forecast transactions and firm commitments; ii) interest rates to cover the risk of volatility of the interest rates; iii) own shares contracts for its exposure to volatility in own shares to be distributed within the scope of share incentive scheme. The ineffective portion relating to foreign currency contracts is recognised as "Net foreign exchange losses/(gains)", the ineffective portion relating to interest rates is recognised as "Financial costs" and the ineffective portion relating to own shares contracts is recognised as "Wages and salaries".

The amounts accumulated in OCI are accounted for, depending on the nature of the underlying hedged transaction. If the hedged transaction subsequently results in the recognition of a non-financial item, the amount accumulated in equity is removed from the separate component of equity and included in the initial cost or other carrying amount of the hedged asset or liability. This is not a reclassification adjustment and will not be recognised in OCI for the period. This also applies where the hedged forecast transaction of a non-financial asset or non-financial liability subsequently becomes a Company's commitment for which fair value hedge accounting is applied.

For any other cash flow hedges, the amount accumulated in OCI is reclassified to profit or loss as a reclassification adjustment in the same periods during which the hedged cash flows affect profit or loss.

If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must remain in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the amount will be immediately reclassified to profit or loss as a reclassification adjustment. After discontinuation, once the hedged cash flow occurs, any amount remaining in accumulated OCl must be accounted for depending on the nature of the underlying transaction as described above.

2.12. SUBSIDIES

Subsidies are recognised at their fair value when there is a reasonable assurance that they will be received and the Company will meet the requirements for their award.

Operating subsidies, mainly for employee training, are recognised in the income statement by deduction from the corresponding costs incurred.

Investment subsidies are recognised in the statement of financial position as deferred income and it is recognised as income on a systematic and rational basis over the useful life of the asset.

If the subsidy is considered as deferred income, it is recognised as income on a systematic and rational basis during the useful life of the asset.

<-- PDF CHUNK SEPARATOR -->

2.13. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions are recognised when: (i) there is a present obligation arising from past events and it is likely that in settling that obligation, the expenditure of internal resources will be necessary; and (ii) the amount or value of such obligation can be reasonably estimated. When one of the above conditions is not met, the Company discloses the events as a contingent liability unless the likelihood of an outflow of funds resulting from this contingency is remote, in which case they are not disclosed.

Provisions, for legal procedures taking place against the Company are made in accordance with the risk assessments carried out by the Company and by their legal advisers, based on success rates.

Provisions for restructuring are only recognised when the Company has a detailed and formal plan, which identifies the main features of the restructuring programme and after these facts have been reported to the entities involved.

Obligations that result from onerous contracts are registered and measured as provisions. There is an onerous contract when the Company is an integral part of a contract, which entail costs that exceed the future economic benefits.

Provisions for potential future operating losses are not covered.

Contingent liabilities are not recognised in the financial statements, unless the exception provided under IFRS 3 business combination, and are disclosed whenever there is a good chance to shed resources including economic benefits. Contingent assets are not recognised in the financial statements, being disclosed when there is a likelihood of a future influx of financial resources.

Provisions are reviewed and brought up to date of the statement of financial position to reflect the best estimate at that time of the obligation concerned.

2.14. RIGHTS OF USE AND LEASES

A lease is defined as a contract, or part of a contract, that transfers the right to use a qood (the underlying asset) for a period in exchange for a value.

At the beginning of each contract, it is evaluated and identified if it is or contains a lease. This assessment involves an exercise of judgment as to whether each contract depends on a specific asset, if the NOS obtains substantially all the economic benefits from the use of that asset and whether the NOS has the right to control the use of the asset.

All contracts that constitute a lease are accounted for on the basis of the on-balance model in a similar way with the treatment that IAS 17 establishes for financial leases.

At the commencement date of the lease, NOS recognises the liability related to lease payments (lease liability) and the asset representing the right to use the underlying asset during the lease period (the right of use or "ROU").

The cost of interest on the lease liability and the depreciation of the ROU are recognised separately.

Lease liabilities are remeasured at the occurrence of certain events (such as a change in the lease period, a change in future payments that result from a change in the reference rate or rate used to determine such payments). This remeasurement of the lease liability is recognised as an adjustment in the ROU.

2.14.1. RIGHTS OF USE OF ASSETS

The Company recognises the right to use the assets at the lease (that is, the date on which the underlying asset is available for use).

The right to use the assets is recorded at acquisition cost, deducted from accumulated depreciation and impairment losses and adjusted for any new measurement of lease liabilities. The cost of the ROU of the assets includes the recoqnised amount of the lease liability, any direct costs incurred initially and payments already made prior to the initial rental date, less any incentives received. When IFRS 16 was implemented, during the computation of the values of rights of use, the potential impact of the costs of dismantling and removal of the assets wasn't considered, since they were already registered as fixed assets

Unless it is reasonably certain that the Company obtains ownership of the leased asset at the end of the lease term, the recognised right of use of the assets is depreciated on a straight-line basis over the shorter of its estimated useful life and the term of the lease.

Rights of use are subject to impairment.

The rights of used of assets are depreciated using the straight-line method by the shortest period between length of the contract and its expected useful life.

If at the end of the leasing contract the asset is transferred to the company, or if the cost reflects the possibility of exercising the call option, the depreciation is calculated according to the estimated useful life of the asset.

2.14.2. I IABII ITIES WITH I FASES

At the start date of the lease, the Company recognises the liabilities measured at the present value of the future payments to be made until the end of the lease.

Lease payments include fixed payments (including fixed payments on the substance), deducted of any incentives to be received, variable payments, dependent on an index or rate, and expected amounts to be paid under residual value guarantees. The lease payments also include the exercise price of a call option if it is reasonably certain that the Company will exercise the option, and penalties for termination of the lease if it is reasonably certain that the Company will terminate the lease.

Variable payments that do not depend on an index or a rate are recognised as an expense in the period in which the event giving rise to them occurs.

To calculate the present value of the lease payments, the incremental loan rate at the start date of the lease if the implied interest rate is not readily determinable.

After the start date of the lease, the value of the lease liability is increased to reflect the increase in interest and reduces by the payments made. In addition, the book value of the lease liability is remeasured if there is a change, such as a change in the lease term, fixed payments or the purchase decision of the underlying asset.

2.15. INCOME TAX

NOS is covered by the special tax regime for groups of companies, which covers all the companies in which it directly or indirectly owns at least 75% of the share capital and which simultaneously are resident in Portugal and subject to Corporate Income Tax (IRC).

The remaining subsidiaries not covered by the special tax regime for groups of companies are taxed individually based on their respective taxable incomes and the applicable tax rates.

Income tax is stated in accordance with the IAS 12 criteria. In calculating the cost relating to income tax for the period, in addition to current tax, allowance is also made for the effect of deferred tax calculated in accordance with the liability method, taking into account the temporary differences resulting from the difference between the tax basis of assets and liabilities and their values as stated in the Company's financial statements, and the tax losses carried forward at the statement of financial position. The deferred income tax assets and liabilities were calculated based on the tax legislation currently in force or of legislation already published for future application.

Deferred income tax assets are recognized for all the deductible temporary differences until it is likely that a taxable profit is obtained to which the deductible temporary difference may be used, unless the deferred income tax asset results from the initial recognition of an asset or liability in a transaction which:

  • a)
  • b) At the moment of the transaction, it does not affect neither the accounting profit nor the taxable profit (fiscal loss);
  • c) With respect to deductible temporary differences arising from investments in subsidiaries, branches and associates and interests in joint arrangements, deferred income tax assets are recognized only to the extent that the temporary difference will revert in the foreseeable future and taxable profit against which the temporary difference can be used will be available.

As stipulated in the above standard, deferred income tax assets are recognised only when there is reasonable assurance that these may be used to reduce future taxable profit, or when there are deferred income tax liabilities whose reversal is expected to occur in the same period in which the deferred income tax assets are reversed. At the end of each period, an assessment is made of deferred income tax assets, and these are adjusted in line with the likelihood of their future use.

The amount of tax that are either to be included in current tax or in deferred tax, resulting from transactions or events recognised in equity accounts, is directly recorded under those items and does not affect the results for the period.

In a business combination, the deferred tax benefits acquired are recognised as follows:

  • a) The deferred tax benefits acquired in the measurement period of one year after the merger, and that result from new information about facts and circumstances that existed at the date of acquisition are recorded against the goodwill-carrying amount related to the acquisition. If the goodwill carrying value is null, any remaining deferred tax benefits are recoqnised in the income statement.
  • b) All the other acquired deferred tax benefits performed are recognised in the income statement (when applicable, directly in shareholders' equity).

2.16. SHARE-BASED PAYMENTS

The benefits granted to employees under share purchase or share option incentive plans are recorded in accordance with the requirements of IFRS 2 - Share-based payments.

In accordance with IFRS 2, sinceit is not possible to reliably estimate the fair value of the services received from employees, their value is measured by reference to the fair value of equity instruments (own shares) in accordance with their share price at the grant date.

The cost is recognised linearly over the period in which the service is provided by employees, under the caption "Wages and salaries" in the income statement, with the corresponding increase in other reserves, in equity.

The accumulated cost recognised at the date of each statement of financial position up to the vesting reflects the best estimate of the number of own shares that will be vested, weighted by the time elapsed between the grant and the vesting. The impact on the income statement each year corresponds to the accumulated cost valuation between the beginning and the end of the year.

In turn, benefits granted based on shares but paid in cash lead to the recognition of a liability valued at fair value at the date of the statement of financial position.

Additionally, the Board of Directors of NOS SGPS, responsible for the plans' attribution, can decide an additional debit related to costs associated to their management, which is debited to its subsidiaries and recognised in equity.

2.17. CAPITAL

Legal reserve

Portuguese commercial legislation requires that at least 5% of annual net profit must be appropriated to a legal reserve until it represents at least 20% of the share capital. This reserve is not distributable, except in case of liquidation, but can be used to absorb losses, after having exhausted all other reserves and to increase share capital.

Share premium reserves

lssue of shares corresponds to premiums from the issuance or capital increases. According to Portuguese law, share premiums follow the treatment given to the "Legal Reserve", that is, the values are not distributable, except in case of liquidation, but can be used to absorb losses after having exhausted all other reserves and to increase share capital.

Reserves for plans of medium term incentive

According to IFRS 2 - "Share-based payments", the responsibility with the medium-term incentive plans settled by delivery of own shares is recorded as credit, under "Reservations for mid-term incentive plans" and such reserve is not likely to be distributed or used to absorb losses.

The Company recognises in equity the responsibility of all the action plans of various companies in the NOS Group, since it is responsible for its delivery to its employees, against results for the year and accounts receivable of subsidiaries when dealing with own employees of subsidiary companies, respectively.

Hedging reserves

Hedging reserves reflect the changes in fair value of derivative financial instruments as cash flow hedges that are considered effective, and they are not likely to be distributed or be used to absorb losses.

Own shares reserves

The "own shares reserves" reflect the value of the shares acquired and follows the same legal regime as the legal reserve. Under Portuquese law, the amount of distributable reserves is determined according to the individual financial statements of the company prepared in accordance with IFRS. In addition, the increases resulting from the application of fair value through equity components, including its application through the net profit can only be distributed when the elements that originated them are sold, exercised liquidated or when the end their use, in the case of tangible fixed assets or intangible assets.

Own shares

The own shares are recorded at acquisition cost as a deduction from equity. Gains or losses on the sale of own shares are recorded under "other reserves".

Dividends

The company recognizes the liability, as well as its impact over the equity, associated with the responsibility to distribute dividends when it is approved by the shareholders.

Retained results

This item includes the results available for distribution to shareholders and earnings per fair value in financial instruments increases, financial investment properties, which, in accordance with paragraph 2 of article 32 of the CSC, will only be available for distribution when the elements or rights that originated them are sold, exercised, terminated, or settled.

2.18. REVENUE

The Company's revenue is based on the five-step model established by IFRS 15:

  • . Identification of performance obligations;
  • ·
  • · Allocation of the price of the transaction to the performance obligations; and
  • Recognition of revenue.

Thus, at the beginning of each contract, the Company evaluates the promised goods or services and identifies, as a performance obligation, every promise of transfer to the customer of any distinct good or service (or package of goods or services). These promises in customer contracts may be express or implied, provided such promises create a valid expectation in the entity will transfer a qood or service to the customer, based on the entity's published policies, specific statements or usual business practices.

The Company only provide services so the recognition of revenue occurs at the time of performance of each performance obligation.

Interest revenue is recognised using the effective interest method, only when they generate future economic benefits for the Company and when they can be measured reliably.

Revenue from dividends is recognised when the Company's right to receive the correspondent amount is established.

2.19. ACCRUALS

Company's revenues and costs are recognised in accordance with the accrual's principle, under which they are recognised as they are generated or incurred, regardless when they are received or paid.

The costs and revenues related to the current period and whose expenses and income will only occur in future periods are registered under "Accounts receivable", "Prepaid Expenses" and "Deferred income", as well as the expenses and income that have already occurred that relate to future periods, which will be recognised in each of those periods, for the corresponding amount.

The costs related to the current period and whose expenses will only occur in that future periods are registered under "Accrued expenses" when it is possible to estimate with certainty the related amount, as well as the timing of the expense's materialization. If uncertainty exists related to any of these aspects, the value is classified as Provisions.

2.20. FINANCIAL CHARGES AND BORROWINGS

Financial charges related to borrowings are recognised as costs in accordance with the accruals principle, except in the case of loans incurred (whether these are generic or specific) for the acquisition, construction or production of an asset that takes a substantial period (over one year) to be ready for use, which are capitalised in the acquisition cost of that asset. Costs from capitalized borrowings are determined having in consideration the amount of borrowing costs obtained that can be capitalized, according to the application of a capitalization rate over the charges associated with that asset. The capitalization rate (aligned with NOS' average financing rate) as well as with the costs to be capitalized are determined monthly, taking into consideration the monthly balance of eligible borrowings and the monthly amount of the asset in progress that qualifies.

2.21. FAIR VALUE MEASUREMENT

The Company measures part of the financial assets, such as financial assets available for sale, and some of its non-financial assets at fair value on the date of the financial statements.

The fair value measurement assumes that the asset or liability is exchanged in an orderly transaction among market participants to sell the asset or transfer the liability at the measurement date under current market conditions. The fair value measurement is based on the assumption that the transaction to sell the asset or transfer the liability may occur:

  • ••

-

    • ••
      -

2.23. STATEMENT OF CASH FLOWS

The statement of cash flows is prepared in accordance with the direct method. The Company classifies under "Cash and cash equivalents" the assets with maturities of less than three months and for which the risk of change in value is negligible. For purposes of the statement of cash flows, the balance of cash and cash equivalents also include bank overdrafts included in the statement of financial position under "Borrowings".

The statement of cash flows is divided into operating, investment, and financing activities.

Operating activities include cash received from customers and payments to suppliers, staff and others related to operating activities.

The cash flows included in investment activities include acquisitions and disposals of investments in subsidiaries and cash received and payments arising from the purchase and sale of tangible and intangible assets, amongst others.

Financing activities include cash received and payments relating to borrowings, the payment of interest and similar costs, finance leases, the purchase and sale of own shares and the payment of dividends.

2.24. SUBSEQUENT EVENTS

Events occurring after the date of the statement of financial position, which provide additional information about conditions that existed at that date, are taken into account in the preparation of financial statements for the period.

Events occurring after the date of the statement of financial position, which provide information on conditions that occur after that date, are disclosed in the notes to the financial statements, when they are materially relevant.

3. Judgements and estimates

The preparation of financial statements requires the Company's management to make judqments and estimates that affect the statement of financial position and the reported results. These estimates are based on the best information and knowledge about past and/or present events, and on the operations that the Company considers may it may implement in the future. However, at the date of completion of such operations, their results may differ from these estimates.

Changes to these estimates that occur after the date of approval of the financial statements will be corrected in the income statement in a prospective manner, in accordance with IAS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors".

The estimates and assumptions that imply a greater risk of giving rise to a material adjustment in assets and liabilities are described below:

3.1. RELEVANT ACCOUNTING ESTIMATES

3.1.1. PROVISIONS

The Company periodically reviews any obligations arising from past events, which should be recognised or disclosed. The subjectivity involved in determining the probability and amount of internal resources required to meet obligations may give rise to significant adjustments, either due to changes in the assumptions made, or due to the future recognition of provisions previously disclosed as contingent liabilities.

3.1.2. TANGIBI F AND INTANGIBI F ASSETS

The determination of the useful lives of assets as well as the amortisation / depreciation method to be applied is crucial in determining the amount of amortisation to be recognised in the statement of comprehensive income for each year. These two parameters are defined using management's best estimates for the assets and businesses concerned, and taking account of the practices adopted by sector companies at international level.

3.1.3. IMPAIRMENT ASSETS, EXCLUDING GOODWILL

The determination of a possible impairment loss can be triggered by the occurrence of various events, many of which outside the Company's sphere of influence, such as future availability of financing, cost of capital, as well as any other changes, either internal or external, to the Company.

The identification of impairment indicators, the estimation of future cash flows and determining the fair value of assets involve a high degree of judgment by the Board of Directors with regard to the identification and evaluation of different impairment indicators, expected cash flows, applicable discount rates, useful lives, and residual values.

3.1.4. IMPAIRMENT OF GOODWILL

Goodwill is subjected to impairment tests annually or whenever there are indications of a possible loss of value. The recoverable values of the cash-generating units to which goodwill is allocated are determined based on the calculation of current use values. These calculations require the use of estimates by management.

3.1.5. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

When the fair value of an asset or liabilities is calculated, on an active market, the respective market price is used. When there is no active market, which is the case with some of the Company's financial assets and liabilities, valuation techniques generally accepted in the market, based on market assumptions, are used.

The Company uses evaluation techniques for unlisted financial instruments such as derivatives. The valuation models that are used most frequently are discounted cash flow models and options models, incorporating, for example, interest rate curves and market volatility.

For certain types of more complex derivatives, more advanced valuation models are used containing assumptions and data that are not directly observable in the market, for which the Company uses internal estimates and assumptions.

3.2. MISSTATEMENT, ESTIMATES AND CHANGES TO ACCOUNTING POLICIES

During the financial years ended on 31 December 2019 and 2020, no material misstatements relating to previous years were recognised.

4. Risk management

4.1. FINANCIAL RISK FACTORS

NOS as a holding company (SGPS) develops direct management activities over its subsidiaries. Thus, the fulfilment of assumed obligations depends on the cash flows generated by these. Therefore, the company depends on the eventual distribution of dividends by its subsidiaries, the payment of interest, repayment of loans and other cash flows generated by those companies.

The ability of NOS' subsidiaries to have available funds will depend, in part, on its ability to generate positive cash flows and, on the other hand, is dependent on the respective results, available reserves, and financial structure.

NOS has a program of risk management that focuses its analysis on the financial markets in order to minimise potential adverse effects on its financial performance. Risk management is handled by the Financial Management in accordance with the policy approved by the Board. There is also at NOS an Internal Control Committee with specific functions in the control area of risks of the activity of the Company.

4.2. EXCHANGE RATE RISK

Exchange rate risk is mainly related to exposure resulting from payments made to foreign suppliers mainly denominated in US dollars. Depending on the balance of accounts payable resulting from transactions in a currency different from the Company's operating currency, the Company's subsidiaries contract or may contract financial instruments, namely short-term foreign currency forwards, in order to hedge the risk associated with these balances.

NOS has investments in foreign companies whose assets and liabilities are exposed to ex-change rate variations (the Group has two subsidiaries in Mozambique, Lusomundo Moçambique and Mstar, whose functional currency is the Metical, four in Angola, Finstar, ZAP Cinemas and ZAP Publishing whose functional currency is the Kwanza). NOS has not adopted any policy of hedging the risk of exchange rate variations for these companies on cash flows in foreign currencies.

Additional disclosures are made in the consolidated financial statements of NOS.

At 31 December 2021 and 2022, balances payable to suppliers in currencies other than the Euro are not material.

4.3. INTEREST RATE RISK

The risk of fluctuations in interest rates can result in a cash flow risk or a fair value risk, depending on whether variable or fixed interest rates have been negotiated.

NOS has adopted a policy of hedqing risk through the use of interest rate swaps to hedge future interest payments on bond loans and other borrowings.

NOS uses a sensitivity analysis technique which measures the expected impacts on results and equity of an immediate increase or decrease of 0.25% (25 basis points) in market interest rates, for the rates applying at the date of the statement of financial position for each class of financial instrument, with all other variables remaining constant. This analysis is for illustrative purposes only, since in practice market rates rarely change in isolation.

The sensitivity analysis is based on the following assumptions:

  • · Changes in market interest rates affect interest receivable or payable on financial instruments with variable rates;
  • · Changes in market interest rates only affect interest receivable or payable on financial instruments with fixed interest rates when they are recognised at fair value;
  • · Changes in market interest rates affect the fair value of derivatives and other financial assets and liabilities;
  • · Changes in the fair value of derivatives and other financial assets and liabilities are estimated by discounting future cash flows from current net values using market rates at the end of the year.

Under these assumptions, an increase of 0.25% in market interest rates for loans that are not covered or loans with variable interest at 31 December 2022 would have resulted in an increase or decrease in annual profit before tax of approximately 1.4 million euros (2021: 0.9 million euros).

Reqarding the interest rate swaps contracted, the sensitivity analysis that measures the estimated impacts of an immediate increase or decrease of 0.25% (25 basis points) in market interest rates, results in changes, compared to the current fair value of the instruments of more than 183 thousand euros (2021: approximately 0 euros) and less 167 thousand euros (2021: approximately 0 euros).

Additional disclosures are made in the consolidated financial statements of NOS.

4.4. CREDIT RISK

Credit risk is mainly related to the risk of a counterparty defaulting on its contractual obligations, resulting in a financial loss to the Company's subsidiaries. The Company's subsidiaries are exposed to credit risk in its operating and treasury activities.

This risk is monitored on a regular business basis, and the aim of management is to: i) limit the credit granted to customers, using the average payment time by each customer; ii) monitor the trend in the level of credit granted; and iii) analyse the impairment of receivables on a regular basis.

The Company's subsidiaries do not face any serious credit risk with any particular client, insofar as the accounts receivable derive from a large number of clients from a wide range of businesses and the subsidiaries obtain credit guarantees, whenever the financial situation of the customer requires.

Additional disclosures are made in the consolidated financial statements of NOS.

4.5. LIQUIDITY RISK

Prudent management of liquidity risk requires the maintenance of an adequate level of cash and cash equivalents to meet the liabilities associated with the negotiation of credit facilities with financial institutions. Under the model adopted, the Group has:

  • i. million euros issued under programs without underwriting. The commercial paper programmes have a total amount of 710 million euros, corresponding to thirteen programmes, with six banks, including 572.5 million euros which bear interest at market rates and 137.5 million euros issued in fixed rate;
  • ii.

Based on estimated cash flows and taking into consideration the compliance with any covenants typically existing in loans payable, management reqularly monitors the forecasts of liquidity reserves by the Group, including the amounts of unused credit lines, amounts of cash and cash equivalents.

Complementary disclosures are made in the consolidated financial statements of NOS.

3 INDIVIDUAL FINANCIAL STATEMENTS

4.6. CAPITAL RISK MANAGEMENT

At 31 December 2022, NOS holds financial assets and liabilities valued at fair value, namely Equity Swap derivatives and interest rate swap derivatives (Note 21).

In accordance with IFRS 13 -Fair value measurement, the levels of the fair value hierarchy are described as follows:

  • · Level 1 Financial instruments valued based on quotations in active markets to which the company has access are included in this category, securities valued based on executable (immediate liquidity) published by external sources.
  • Level 2 Financial instruments whose value is based on directly or indirectly observable data in active markets are included in this category, securities valued based on bids provided by external entities and internal valuation techniques using only observable market data.
  • Level 3 All financial instruments valued at fair value that do not fall in level 1 and 2.

The calculation of the fair value of interest rate swaps derivatives was based on the estimate of discounted future cash flows (Level 2).

Complementary disclosures are made in the consolidated financial statements of NOS

5. Financial assets and liabilities classified in accordance with the IFRS 9 categories - financial instruments

The accounting policies set out in IFRS 9 for financial instruments were applied to the following items:

31-12-2022
LOANS AND
RECEIVABLES
DERIVATIVES OTHER
FINANCIAL
LIABILITIES
TOTAL
FINANCIAL
ASSETS /
LIABILITIES
NON
FINANCIAL
ASSETS /
LIABILITIES
TOTAL
ASSETS
Accounts receivable - non current (Note 10) 1,130,053,000 1,130,053,000 1,130,053,000
Available-for-sale financial assets (Note 12) 12,950 12,950 12,950
Accounts receivable - current (Note 10) 111,915,069 111,915,069 6,477 111,921,546
Derivative financial instruments (Note 21) 10,946,504 10,946,504 10,946,504
Cash and cash equivalents (Note 15) 7,633,072 7,633,072 7,633,072
TOTAL FINANCIAL ASSETS 1,249,614,091 10,946,504 1,260,560,595 6,477 1,260,567,072
LIABILITIES
Borrowings - non current (Note 17) 654,532,339 654,532,339 654,532,339
Accrued expenses - non current (Note 19) 454,886 454,886 - 454,886
Borrowings - current (Note 17) 345,946,205 345,946,205 345,946,205
Accounts payable - current (Note 22) 117,677,351 117,677,351 - 117,677,351
Accrued expenses - current (Note 19) 3,012,931 3,012,931 3,012,931
Derivative financial instruments (Note 21)
TOTAL FINANCIAL LIABILITIES 1,121,623,712 1,121,623,712 1,121,623,712
31-12-2021
LOANS AND
RECEIVABLES
DERIVATIVES OTHER
FINANCIAL
LIABILITIES
TOTAL
FINANCIAL
ASSETS /
LIABILITIES
NON
FINANCIAL
ASSETS /
LIABILITIES
TOTAL
ASSETS
Accounts receivable - non current (Note 10) 735,361,135 735,361,135 - 735,361,135
Available-for-sale financial assets (Note 12) 12,951 12,951 - 12,951
Accounts receivable - current (Note 10) 587,161,040 587,161,040 16,036 587,177,076
Derivative financial instruments (Note 21) 105,008 105,008 - 105,008
Cash and cash equivalents (Note 15) 360,472 360,472 360,472
TOTAL FINANCIAL ASSETS 1,322,895,598 105,008 1,323,000,606 16,036 1,323,016,642
LIABILITIES
Borrowings - non current (Note 17) 806,994,281 806,994,281 - 806,994,281
Accrued expenses - non current (Note 19) 951,891 951,891 - 951,891
Borrowings - current (Note 17) 235,142,116 235,142,116 - 235,142,116
Accounts payable - current (Note 22) 140,728,845 140,728,845 - 140,728,845
Accrued expenses - current (Note 19) 2,709,601 2,709,601 - 2,709,601
Derivative financial instruments (Note 21) 333,609 333,609 - 333,609
TOTAL FINANCIAL LIABILITIES 333,609 1,186,526,734 1,186,860,343 1,186,860,343

Considering its nature, the balances of the amounts to be paid and received to/from state and other public entities were considered outside the scope of IFRS 7. Also, the captions of "Prepaid expenses" and "Deferred Income" were not included in this note, as the nature of such balances are not included in the scope of IFRS 7.

The Board of Directors believes that, the fair value of the breakdown of financial instruments recorded at amortised cost or registered at the present value of the payments does not differ significantly from their book value. This decision is based in the contractual terms of each financial instrument.

The Company's activity is subject to a variety of financial risks, such as market risk, liquidity risk and economical and judicial risks, which are described in Note 4.

31-12-2020 INCREASES DISPOSALS AND WRITE-OFFS TRANSFERS AND OTHERS 31-12-2021
ACQUISITION COST
Buildings and other constructions 253,332 - - 253,332
Basic equipment 227,448 227,450
Tools and dies 7,965 7,965
Administrative equipment 2,425,487 9,181 2,434,672
Other tangible assets 293,592 (2) 293,590
3,207,824 9,181 - 3,217,009
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES
Buildings and other constructions 253,332 - 253,332
Basic equipment 227,122 ਰੇਟ 227,221
Tools and dies 7,965 7,965
Administrative equipment 2,416,974 7,800 - 2,424,774
Other tangible assets 152,048 152,048
3,057,441 7,895 3,065,340
150,383 1,286 151,669
31-12-2021 INCREASES DISPOSALS AND WRITE-OFFS TRANSFERS AND OTHERS 31-12-2022
ACQUISITION COST
Buildings and other constructions 253,332 253,332
Basic equipment 227,450 227,450
Tools and dies 7,965 7,965
Administrative equipment 2,434,672 6,041 (1,483) 2,439,230
Other tangible assets 293,590 293,590
3,217,009 6,041 (1,483) 3,221,567
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES
Buildings and other constructions 253,332 - 253,332
Basic equipment 227,221 જેટ 1 227,315
Tools and dies 7,965 7,965
Administrative equipment 2,424,774 7,598 (1,483) 2,430,890
Other tangible assets 152,048 152,048
3,065,340 7,693 (1,483) 3,071,550
151,669 (1,652) 150,017

7. Intangible assets

During the years ended at 31 December 2021 and 2022, the movements in acquisition costs and accumulated amortisation and impairment losses in this item were as follows:

31-12-2020 INCREASES DISPOSALS
AND
WRITE-
OFFS
TRANSFERS
AND
OTHERS
31-12-2021
ACQUISITION COST
Industrial property and other rights 5,538,531 - 5,538,531
Goodwill 453,888,879 453,888,879
Software 461,345 - 461,345
459,888,755 459,888,755
ACCUMULATED AMORTISATION AND
IMPAIRMENT LOSSES
Industrial property and other rights 5,537,384 1,145 - 5,538,529
Software 461,345 - 461,345
5,998,729 1,145 - 5,999,874
453,890,026 (1,145) 453,888,881
31-12-2021 INCREASES DISPOSALS
AND
WRITE-
OFFS
TRANSFERS
AND
OTHERS
31-12-2022
ACQUISITION COST
Industrial property and other rights 5,538,531 - 5,538,531
Goodwill 453,888,879 - 453,888,879
Software 461,345 - 461,345
459,888,755 - 459,888,755
ACCUMULATED AMORTISATION AND
IMPAIRMENT LOSSES
Industrial property and other rights 5,538,529 - 5,538,529
Software 461,345 - 461,345
5,999,874 - 5,999,874
453,888,881 l 453,888,881

Goodwill

At 31 December 2021 and 2022, the value of goodwill results from the merger occurred on 27 August 2013, by the merger through the incorporation of Optimus SGPS into ZON, by overall transfer of the assets of Optimus SGPS into ZON.

lmpairment tests on goodwill

In 2022 impairment tests were performed based on assessments in accordance with the discounted cash flow method, which corroborate the recoverability of the book value of the Goodwill. The amounts in these assessments are based on the historical performances and forecast growth of the businesses and their markets, incorporated in medium/long term approved plans.

These estimates are based on the following assumptions:

AUDIOVISUALS SEGMENT
TELCO
SEGMENT
NOS NOS
AUDIOVISUAIS CINEMAS
Discount Rate (before taxes) 6.5% 9,4% 9.4%
Assessment Period s anos 5 anos 5 years
EBITDA* Growth 3,0% -6,2% 4,2%
Perpetuity Growth Rate 2.0% 2,0% 2,0%

* EBITDA= Operational result + Depreciations and impairment losses + Restructuring Costs + Losses/(gains) with disposal of assets + Other costs/(gains) non-recurrent (CAGR - 5-year average)

In the Telco segment, the assumptions used are based on past performance, evolution of the number of customers, expected development of requlated tariffs, current market conditions, and expectations of future development.

In the cinema segment, the most affected segment by COVID-19, strong EBITDA growth is justified on the prospect of a recovery in activity to levels close to those pre-pandemic.

The number of years specified in the impairment tests depends on the degree of maturity of the several businesses and markets, and were determined based on the most appropriate criterion for the valuation of each cash-generating unit.

Sensitivity analyses were performed to variations in the discount rate and growth rate in the perpetuity of the various reported segments, of 1 percentage point and 0.4 percentage points, respectively.

In the telecommunications segment, sensitivity analysis were also performed to variations in the operational indicators RGU (Revenue Generating Unit), ARPU (Average Revenue per User), EBITDA and CAPEX, in perpetuity, of approximately 5%.

In the cinema segment, sensitivity analysis were conducted on variations in the projected number of tickets sold, average revenue per ticket, EBITDA and CAPEX, in perpetuity, of approximately 5%.

These simulations did not result in the need to reinforce impairment.

8. Rights of use

During the years ended at 31 December 2021 and 2022, the movements in this item were as follows:

31-12-2020 INCREASES DISPOSALS AND
WRITE-OFFS
31-12-2021
ACQUISITION COST
Buildings 65.785 - 65,785
Vehicles 827,886 118,840 - 946,726
893,671 118,840 1,012,511
ACCUMULATED AMORTISATION AND IMPAIRMENT
LOSSES
Buildings 36.769 16,580 - 53,349
Vehicles 607,176 119,441 - 726,617
643,945 136,021 779,966
249,726 (17,181) 232,545
31-12-2021 INCREASES DISPOSALS AND
WRITE-OFFS
31-12-2022
ACQUISITION COST
Buildings 65,785 23,481 - 89,266
Vehicles 946.726 30,169 - 976,895
1,012,511 53,650 1,066,161
ACCUMULATED AMORTISATION AND IMPAIRMENT
LOSSES
Buildings 53.349 23.198 - 76,547
Vehicles 726,617 88,686 - 815,303
779,966 111,884 891,850
232,545 (58,234) 174,311

These assets are amortised according to the duration of the respective agreement.

9. Investments in subsidiaries and associated companies

At 31 December 2021 and 2022, this item was as follows:

INVESTMENTS SUPPLEMENTARY
CAPITAL
2021 INVESTMENTS SUPPLEMENTARY
CAPITAL
2022
NOS Comunicações 496,761,600 496,761,600 496,761,600 496,761,600
NOS Audio - Sales &
Distribution
196,650,000 196,650,000 127,150,000 - 127,150,000
NOS Audiovisuais SGPS 21,114,500 65,000,000 86,114,500 25,168,000 35,000,000 60,168,000
Teliz 41,272,000 - 41,272,000 76,587,000 10,000 76,597,000
NOS Inovação 31,417,154 31,417,154 31,417,154 31,417,154
NOS Cinemas 25,876,270 - 25,876,270 25,876,270 1 25,876,270
NOS Property 9,000,000 9,000,000 9,000,000 - 9,000,000
NOS Corporate Center 6,050,000 6,050,000 6,050,000 - 6,050,000
Mstar 5,518,502 5,518,502 5,518,502 - 5,518,502
NOS Wholesale 4,335,000 4,335,000 4,335,000 1 4,335,000
Fundo NOS 5G 2,750,000 2,750,000 2,499,000 1 2,499,000
NOS Internacional SGPS 2,050,000 2,050,000 2,050,000 2,050,000
NOS Lusomundo SII 437,895 150,000 587,895 437,895 150,000 587,895
NOS Mediação de
Seguros
50,000
Upstar 26,528 26,528 26,528 - 26,528
Sport Tv -
Lusomundo
Moçambique
1
843,309,449 65,150,000 908,459,449 812,926,949 35,160,000 848,086,949

During the years ended at 31 December 2021 and 2022, the movement in "Financial Investments" of NOS was as follows:

INVESTMENTS SUPPLEMENTARY
CAPITAL
TOTAL
BALANCE AS AT 1 JANUARY 2021 861,233,949 65,150,000 926,383,949
Increases 6.175.500 6,175,500
Impairments (Note 29) (24,100,000) (24,100,000)
BALANCE AS AT 31 DECEMBER 2021 843,309,449 65,150,000 908,459,449
BALANCE AS AT 1 JANUARY 2022 843,309,449 65,150,000 908,459,449
Increases 4.053.500 (29,990,000) (25,936,500)
Impairments (Note 29) (34,436,000) (34,436,000)
BALANCE AS AT 31 DECEMBER 2022 812,926,949 35,160,000 848,086,949

During the year ended on 31 December 2022, the movements in the caption were as follows:

  • i. reduction in the results of some businesses;
  • ii. Teliz: reversal of impairment by 35.3 million euros due to improved operating results and improved macroeconomic prospects, namely exchange rate evolution;
  • iii.
  • iv.
ASSETS LIABILITIES SHAREHOLDER'S
EQUITY
TOTAL INCOME TOTAL EXPENSES NET INCOME /
(LOSS)
% HELD
NOS Comunicações 3,348,974,641 2,668,268,368 680,706,273 1,400,126,959 (1,358,999,476) 41,127,483 100%
NOS Audio - Sales and Distribution 60,069,088 23,397,837 36,671,250 68,792,872 (56,116,330) 12,676,542 71,45%
NOS Audiovisuais SGPS 120,190,054 43,962,370 76,227,684 102 14,157,028 14,157,130 100%
Teliz Holding B.V 89,253 62,885 26,368 (15,072) (15,072) 100%
NOS Inovação 44,573,864 8,181,368 36,392,496 18,221,357 (14,091,568) 4,129,789 100%
NOS Lusomundo Cinemas 67,817,696 49,918,677 17,899,019 56,787,201 (49,776,293) 7,010,908 100%
NOS Property 28,966,420 9,607,424 19,358,995 22,659,102 (13,147,614) 9,511,488 100%
Mstar 17,399,240 9,008,608 8,390,632 30,664,701 (27,738,005) 2,926,696 29%
NOS Wholesale 15,688,770 6,220,902 9,467,869 27,638,051 (25,737,166) 1,900,885 100%
NOS Corporate Center 50,305,183 41,682,615 8,622,568 30,753,254 (28,996,132) 1,757,122 100%
Fundo NOS 5G 9,098,589 11,119 9,087,470 (278,820) (278,820) 27,5%
NOS Internacional SGPS 1,967,922 6,964 1,960,958 ਟ1 (172,396) (172,345) 100%
NOS Lusomundo SII 868,577 23,761 844,815 23 (63,204) (63,181) 100%
NOS Seguros 300,933 150,913 150,020 184,580 (79,605) 104,975 100%
Upstar 21,065,194 18,873,382 2,191,812 21,422,539 (20,502,368) 920,171 30%
Sport TV 183,735,482 159,350,983 24,384,499 208,331,083 (196,251,018) 12,080,065 25%
Lusomundo Moçambique 480,895 1,153,626 (672,731) 3,507 (138,476) (134,969) 90%

* On 2011, Sport TV cancel the nearly 31 to be eduction of the potter of the eaction presented in the able are reveal on the cabe and the cabes approct the rable and the rale from January to June 2021, added from the results from July to December 2021.

In the year ended on 31 December 2022, the assets, liablities and results of these companies jointly controlled in Telli, a e:

Assets, liabilities and shareholder's equity, income and statutory results of subsidiaries and associated companies at 31 December 2022 are as follows:

Company NON-CURRENT ASSETS NON-CURRENT
LIABILITIES
CURRENT LIABILITIES EQUITY REVENUES NET INCOME
Finstar 77.696.572 199.314.173 167.639.877 109.370.868 339.309.183
ZAP Media 29.113.145 24.832.763 39.566.181 14.379.727 50.267.570

Annually or whenever there are indicators of impairment, the carrying amount of financial investments is compared to its recoverable value. The existence of these indicators is determined when: i) the affiliate's share capital is lower than the carrying amount; or ii) there are recent transactions with implicit valuations lower than the carrying amount; or iii) the stake is located in hyper inflated countries.

Additional disclosures regarding Telco and Audiovisuals segments are made in the consolidated financial statements of NOS SGPS.

The extra impairment tests performed to Teliz's financial investment (which holds several financial investments in Angola) and Mstar (Mozambique), which are valued in Kwanzas and Meticais (local currencies) respectively, considered the conservative business plans , approved by NOS' Executive Committee, for a period of five years, which considers an average revenue growth rate (in local currencies) for the period of 3.1% (Angola) and 4.8% (Mozambique). The revenue growth rates reflect: (i) the best estimate for growth of the customer base, reflecting prudent expectations about new customers growth and churn rates; and (ii) an annual price growth that represents, for the period of 2023 to 2027, between 30% and 60% of the inflation rate, in line with the price increases seen in previous years.

The business plans also consider a perpetual growth rate of 6.4% and 5.5% in Anqola and Mozambique, respectively, and a perpetual discount rate ("WACC") of 17.1% (Angola) and 19.2% (Mozambique). The discount rate for the period of 2023 to 2027 varies between 19.1% (at 2027) for Angola, and 20.4% and 19.7% (at 2027) for Mozambique, in line with the most prudent inflation rate forecasts (source: International Monetary Fund (IMF)).

Additionally, it must be considered that the present uncertain economic conditions of these markets, namely in the exchange market, the limits to the transfer of currency, and the legal constraints regarding the investments, especially in Angola, increase the level of variability of the assumptions of the model, which can have a significant impact on the estimates considered, namely related with the inflation rate and its impact on the ability to reflect it on the evolution of prices.

The Company prepared sensitivity analyses to the fluctuations of the discount rate (+-1 percentage point) and perpetual growth rate (+-1 percentage point). Additionally, the Company prepared sensitivity analyses to the fluctuations of the inflation rate and to its capacity to reflect the referred fluctuations on prices (simulation of several scenarios, with price repercussions between 0% and 100% of the inflation rate).

Additionally, the Company forecast null growth for the customer base in Finstar and Zap Media. Fluctuations of 1 percentage point for each variable were considered.

It is Board of Directors' belief that no additional impairment should be registered. Additionally, qiven the mentioned seizure of assets, material consequences to the operational management of the companies are not expected, nor to NOS, besides the restrictions on dividend distribution.

The Company has several controls in place regarding the financial reporting process of affiliated, jointly controlled and associated companies. The balances and transactions included in the reported financial statements are subjected to financial audits, when legally required. For the remaining companies, where financial audit is not legally required, specific review procedures are performed by the Company.

10. Accounts receivable

At 31 December 2021 and 2022, this item was as follows:

2021 2022
CURRENT NON
CURRENT
CURRENT NON
CURRENT
ACCOUNTS RECEIVABLE
Related parts i) 583,049,902 732,456,500 108,286,338 1,128,403,000
Accrued income - interest i) 3.007.234 2,519,532
Advances to suppliers 16.036 6.477
Others ii) 1.103.904 2.904.635 1.109.199 1,650,000
587,177,076 735,361,135 111,921,546 1,130,053,000

i) At 31 December 2021 and 2022, the amounts receivable from related parties correspond predominantly to short-term loans, shareholder medium and long-term loans and interest receivable from subsidiaries and associated companies (Note 31). At the end of the year 2022, these short-term loans and supplies, bear interest at the rate of 1.4% and 2.2%, respectively.

ii) At 31 December 2022, this item corresponds, in most part, to the 2.9 million euros to be received for the disposal of NOS International Carrier Services.

11. Taxes payable and receivable

At 31 December 20201 and 2022, these items were composed as follows:

2021 2022
DEBIT CREDIT DEBIT CREDIT
BALANCES BALANCES BALANCES BALANCES
Income taxes 3,993,824 13,692,866
Personnel income tax witholdings 92,051 100,285
Value-added tax 80.432 65.275
Social Security contributions 82.099 88.799
80,432 4,167,974 65.275 13,881,950

At 31 December 2021 and 2022, the amounts receivable and payable in respect of income tax were as follows:

2021 2022
Current income taxes estimative (25,951,321) (45,181,069)
Tax contingencies
Payments on account 20,472,833 29,575,740
Witholding income taxes 908,750 963,967
Income tax receivable 575.914 948.496
INCOME TAX (PAYABLE) / RECEIVABLE (3,993,824) (13,692,866)

The current income taxes estimative includes the Company and its subsidiaries' taxes estimates, included in the Consolidated Tax Group, where NOS SGPS is the parent company.

12. Available-for-sale financial assets

At 31 December 2021 and 2022, the item "Available-for-sale financial assets", in the amount of 12.950 euros, corresponds to equity investments of low value.

13. Taxes

NOS and its associated companies are subject to IRC - Corporate Income Tax - at the rate of 21% on taxable amount (taxable profit less eventual tax losses subject to deduction), plus IRC surcharge at the maximum rate of 1.5% on taxable profit, giving an aggregate rate of approximately 22.5%. Additionally, following the introduction of austerity measures approved by Law 66-B/2012 of 31 December, and respective addendum published by Law 114/2017 of 29 December, this rate was raised by 3% and will be applied to the company's taxable profit between 1.5 million euros and 7.5 million euros, by 5% to the company's taxable profit which between 7.5 million euros and 35 million euros, and by 9% to the company's taxable profit above 35 million euros.

In the calculation of taxable income, amounts, which are not fiscally allowable, are added to or subtracted from the book results. These differences between accounting income and taxable income may be of a temporary or permanent nature.

The Company is taxed in accordance with the Special Regime for Taxation of Corporate Groups, which covers the companies in which it directly or indirectly holds at least 75% of their share capital and which fulfil the requirements of Article 69 of the IRC Code.

The companies covered by the Special Regime for Taxation of Corporate Groups in 2021 are:

  • NOS SGPS (parent company) .
  • Empracine
  • Lusomundo Imobiliária
  • Lusomundo SII
  • NOS Açores
  • NOS Audiovisuais
  • NOS Audiovisuais SGPS
  • NOS Cinemas
  • NOS Comunicações SA
  • NOS Inovação
  • NOS Internacional SGPS
  • NOS Audio Sales and Distribution
  • NOS Madeira
  • NOS Mediação Sequros
  • NOS Sistemas
  • NOS Technology
  • ••••••
31-12-2020 NET
INCOME /
(LOSS) FOR
THE YEAR
SHAREHOLDER'S
EQUITY
31-12-2021
DEFERRED INCOME TAX ASSETS:
Derivatives (Note 21) 225,153 (53,316) (96,773) 75,064
Share plans 390,039 47,000 - 437,039
Other provisions and adjustments 889,636 (36,974) - 852,662
1,504,828 (43,290) (96,773) 1,364,765
DEFERRED INCOME TAX ASSETS:
l ax procedures (1,555,442) (47,530) - (1,602,972)
Derivates (Note 21) (23,627) - (23,627
(1,555,442) (71,157) 1 (1,626,599)
Tota (50,614) (114,447) (96,773) (261,834)
31-12-2021 NET
INCOME /
(LOSS) FOR
THE YEAR
SHAREHOLDER'S
EQUITY
31-12-2022
DEFERRED INCOME TAX ASSETS:
Derivatives (Note 21) 75,064 (33,243) (41,821)
Share plans 437,039 147,202 584,241
Other provisions and adjustments 852,662 (586,493) - 266,169
1,364,765 (472,534) (41,821) 850,410
DEFERRED INCOME TAX ASSETS:
Tax procedures (1,602,972) 318,051 (1,284,921
Derivates (Note 21) (23,627) 25,917 (2,465,253) (2,462,963)
(1,626,599) 343,968 (2,465,253) (3,747,884)
Tota (261,834) (128,566) (2,507,074) (2,897,474)

At 31 December 2021 and 2022, the tax rate used to calculate the deferred tax assets relating to temporary differences was 22.5%.

Effective tax rate reconciliation B)

In the years ended at 31 December 2021 and 2022, the reconciliation between the nominal and effective rates of tax was as follows:

2021 2022
Income before taxes 224,489,915 69,607,605
Statutory tax rate 22.50% 22.50%
Estimated tax 50,510,231 15,661,711
Permanent differences (i) (47,407,900) (12,650,320
Tax loss used under RETGS 496,502 506,342
Autonomous taxation 17,032 15,209
Other adjustments 155,135 (793,541)
Income taxes 3,771,000 2,739,401
Effective income tax rate 1.7% 3.9%
Income tax 3,704,083 2,292,784
Deferred tax 66.917 446,617
3,771,000 2,739,401

(i) At 31 December 2021 and 2022, the permanent differences were composed as follows:

2021 2022
Dividends received (Note 29) (234,870,535) (90,397,793)
Disposals of investments in subsidiaries (Note 9 and 29) 28.391
Impairment on Financial Investments (Note 9 and 29) 24,100,000 34,436,000
Others 40.365 (261,849)
(210,701,779) (56,223,642)
22.50% 22.50%
(47,407,900) (12,650,320)

14. Prepaid expenses

At 31 December 2021 and 2022, this item was composed as follows:

2021 2022
58,996
Insurances
90,322
Employees 3,118
3,250
24,449
Other prepaid expenses
24,666
86,563 118,238

15. Cash and cash equivalents

At 31 December 2021 and 2022, this item was composed as follows:

2021 2022
Cash 18,309 4,843
Deposits 342,163 I 7,628,229
360,472 7,633,072

16. Shareholder's equity

16.1. SHARE CAPITAL

At 31 December 2021 and 2022, the share capital of NOS was 5,151,613.80 euros and 855,167,890.80 euros, respectively. At 31 December 2022, the share capital is represented by 515,161,380 shares registered book-entry shares, with a nominal value of 1.66 euro each (2021: 1 euro cent each).

The main shareholders at 31 December 2021 and 2022 are:

2021 2022
NUMBER OF
SHARES
% SHARE
CAPITAL
NUMBER OF
SHARES
% SHARE
CAPITAL
Sonaecom, SGPS, S.A. 134.322.268 26.07%
ZOPT, SGPS, SA 268,644,537 52.15% 134.322.269 26.07%
Sonae, SGPS, S.A. 38,000,000 7.38% 55.524.516 10.78%
TOTAL 332,403,106 64.52% 349,927,622 67.93%

At the General Meeting of ZOPT SGPS, S.A., held on 28 September 2022, it was decided to proceed with the amortization of Sonaecom's stake in that company, and the refund of additional payments made by it, for a consideration that includes the delivery of shares representing 26.075% of the share capital of NOS. As a result of this amortization, Sonaecom is no longer a shareholder of ZOPT, which is now wholly owned by Unitel International Holdings, BV and Kento Holding Limited, companies controlled by Isabel dos Santos. Therefore, a shareholding in NOS of 36.855% of the share capital and voting rights is now attributable to Sonae, as a result of the direct holding of 10.78% and an indirect holding of 26.075%. The update of the shareholder structure is subject to the completion of legal procedures.

16.2. CAPITAL ISSUED PREMIUM

On 27 August 2013, and following the completion of the merger between ZON and Optimus SGPS, the Company's share capital was increased by 856,404,278 euros, corresponding to the total number of issued shares (206,064,552), based on the closing market price of 27 August 2013. The capital increase is detailed as follows:

  • share capital for an amount of 2,060,646 euros;
  • ii) premium for issue of shares for an amount of 854,343,632 euros.

Additionally, the premium for issue of shares was deducted for an amount of 125 thousand euros related to costs with the respective capital increase.

The capital issued premium is subject to the same rules as for legal reserves and can only be used:

  • i.
  • ii. the net income of the year or by other reserves;
  • iii. to increase the share capital.

On 21 April 2022, was approved in the Annual General Meeting of shareholders of NOS SGPS, an increase of share capital, by incorporation of share premium, in the amount of 850,016,277.00, through the increase of the nominal value of the total shares representing the share capital in the amount of 1.65€. The nominal value of each share is now 1.66€.

As of 31 December 2022, the amount of share issue premium is 4,202,356 euros (2021: 854,218,633 euros).

16.3. OWN SHARES

Company law regarding own shares requires the establishment of a non-distributable reserve of an amount equal to the purchase price of such shares, which becomes frozen until the shares are disposed of or distributed. In addition, the applicable accounting rules determine that gains or losses on the disposal of own shares are stated in reserves.

At 31 December 2022, there were 4,008,391 own shares, representinq 0.7781% of the share capital (31 December 2021: 3,002,427 own shares, representing 0.5828% of the share capital).

Movements in the years ended at 31 December 2021 and 2022 were as follows:

QUANTITY VALUE
3,424,754 14,859,452
Acquisition of own shares 687,000 2,068,592
Distribution of own shares - share incentive scheme (Note 33) (963,026) (3,976,598)
Distribution of own shares - other remunerations 146.301 (598,359)
3,002,427 12,353,087
3,002,427 12,353,087
Acquisition of own shares 1,868,129 7.087.403
Distribution of own shares - share incentive scheme (Note 33) (791,257 (3,186,762)
Distribution of own shares - other remunerations (70.908 (286,199)
4,008,391 15,967,529

16.4. RESERVES

Legal reserve

Portuguese commercial legislation requires that at least 5% of the Company's annual net profit must be used to build up the legal reserve until it corresponds to 20% of the share capital. This reserve cannot be distributed except in the event of liquidation of the company, but it may be used to absorb losses after all other reserves have been exhausted, or for incorporation in the share capital.

Other reserves

At 31 December 2022, NOS had reserves, which by their nature are considered distributable for an amount of approximately 342.3 million euros, not including net income.

16.5. DIVIDENDS

The General Meeting of Shareholders held on 21 April 2021 approved a proposal by the Board of Directors for payment of an ordinary dividend per share of 0.278 euros, totalling 143,215 thousand euros. The dividend that is attributable to own shares totalling 839 thousand euros.

2021
Dividends 143,214,864
Dividends of own shares (839,167
142,375,697

The General Meeting of Shareholders held on 21 April 2022 approved a proposal by the Board of Directors for payment of an ordinary dividend per share of 0.278 euros, totalling 143,215 thousand euros. The dividend that is attributable to own shares totalling 858 thousand euros.

2022
Dividends 143,214,864
Dividends of own shares (857,742)
142,357,122

16.6. NET EARNINGS PER SHARE

Earnings per share for the years ended on 31 December 2021 and 2022 were calculated as follows:

2021 2022
Earnings per share
Net income / (Loss) for the year 220,718,915 66,868,204
Number of ordinary shares outstanding during the year (weighted average) 512,096,301 511,538,616
Basic earnings per share 0.43 0.13
Diluted earnings per share 0.43 0.13

During the year ended on 31 December 2021 and 2022, there were no diluting effects on net earnings per share, so the diluted earnings per share are equal to the basic earnings per share.

31-12-2021 31-12-2022
NON
CURRENT
CURRENT
CURRENT NON
CURRENT
LOANS - NOMINAL VALUE 232,351,858 807,500,000 343,000,000 655,000,000
Debenture loan 150.000.000 440.000.000 300.000.000 290.000.000
Commercial paper 64,000,000 367,500,000 43,000,000 365,000,000
Foreign loans 18,333,333
Bank Overdrafts 18.525
LOANS - ACCRUALS AND DEFERRALS 2.676.698 (637,872) 2.838.338 (540.238)
LOANS - AMORTISED COST 235.028.556 806,862.128 345,838,338 654.459.762
LEASES 113.560 132.153 107.867 72.577
235,142,116 806,994,281 345,946,205 654,532,339

-

- ••••

  • •••

The maturities of the loans obtained are as follows:

Debenture loan UNTIL 1
YEAR
152,510,775
2021
BETWEEN 1
AND 5
YEARS
439,384,542
OVER 5
YEARS
UNTIL 1
YEAR
302,950,661
2022
BETWEEN 1
AND 5
YEARS
289,467,192
OVER 5
YEARS
Commercial paper 64,408,661 367,477,586 42,887,677 364,992,570
Foreign loans 18,090,595
Bank overdrafts 18.525
Leases 113,560 132,153 - 107,867 72.577
235,142,116 806,994,281 I 345,946,205 654,532,339 l

18. Provisions

During the years ended at 31 December 2021 and 2022, the movements recorded in provisions are as follows:

31-12-2018 INCREASES REDUCTION 31-12-2021
Litigation and others 3,274 37 - 3.311
Contingencies - Other 359,660 25,471 (138,323) 246,808
362,934 25,508 (138,323) 250,119
31-12-2021 INCREASES REDUCTION 31-12-2022
Litigation and others 3.311 37 3.348
Contingencies - Other 246,808 75,237 (133,879) 188,166
250,119 75,274 (133,879) 191,514

19. Accrued expenses

At 31 December 2021 and 2022, this item was as follow:

2021 2022
CURRENT NON CURRENT CURRENT NON CURRENT
Wages and salaries 1,769,926 2,124,100
Supplies and external services 175,037 888.831
Share Plan (Note 33) 764,638 497,005
Others 454,886 454,886
2,709,601 951,891 3,012,931 454,886

20. Deferred income

At 31 December 2021 and 2022, this item was as follows:

2021 2022
CURRENT NON CURRENT CURRENT NON CURRENT
Investment grant i) 397,191 4,230,118 346,011 2,824,046
Others 2.118 113.555
399,309 4,230,118 459,566 2,824,046

i) Deferred income related to the implicit subsidy calculated when the ElB loans were obtained at interest rates below market value.

21. Derivative financial instruments

Interest Rate Swaps

At 31 December 2022, NOS had contracted three interest rate swaps totalling of 180 million euros (31 December 2021: 150 million euros), whose maturities expire in 2022, contracted in May and forward start in September 2022.

Equity Swaps

During the year ended December 31, 2022, the company early terminated its derivatives on treasury shares that hedged the delivery of equity plans to be settled in cash, following a change in the estimate of how these plans will be delivered.

2021
ASSETS LIABILITIES
NOTIONAL CURRENT NON
CURRENT
CURRENT NON
CURRENT
DERIVATIVES
Interest rate swaps 150,000,000 10,175
Equity Swaps 3,003,693 - 105,008 323,434
153,003,693 1 105,008 333,609
2022
ASSETS LIABILITIES
NOTIONAL CURRENT NON
CURRENT
CURRENT NON
CURRENT
DERIVATIVES
Interest rate swaps 180,000,000 l 10,946,504
180,000,000 - 10,946,504

Movements during the year ended on 31 December 2021 and 2022 were as follows:

31-12-2020 INCOME EQUITY 31-12-2021
Fair value interest rate swaps (50,643) 40.468 (10,175)
Fair value equity swaps (950,030) 341,969 389,635 (218,426)
DERIVATIVES (1,000,673) 341,969 430,103 (228,601)
Deferred income tax assets (Note 13) 225,153 (53,316) (96,773) 75.064
Deferred income tax liabilities (Note 13) (23.627) (23,627
DEFERRED INCOME TAX 225,153 (76,943) (96,773) 51,437
(775,520) 265,026 333,330 (177,164)
31-12-2021 INCOME EQUITY 31-12-2022
Fair value interest rate swaps (10,175) 10.956.679 10,946,504
Fair value equity swaps (218,426) 32.554 185.872
DERIVATIVES (228,601) 32.554 11,142,551 10,946,504
Deferred income tax assets (Note 13) 75.064 (33.243) (41.821)
Deferred income tax liabilities (Note 13) (23,627) 25.917 (2.465.253) (2,462,963)
DEFERRED INCOME TAX 51.437 (7,326) (2,507,074) (2,462,963)
(177,164) 25,228 8,635,477 8,483,541

22. Accounts payable

At 31 December 2021 and 2022, the amounts that are payable correspond predominantly to loans and interests obtained from group companies (Note 31). At the end of 2022, these loans matured at the interest rate of 0.01% (2020: 0.01%).

23. Services rendered

At 31 December 2021 and 2022, this caption corresponds to management services provided to NOS group companies (Note 31).

24. Personnel Costs

In the years ended on 31 December 2021 and 2022, this item was composed as follows:

2021 2022
Remunerations 5,521,086 6,499,597
Social taxes 826,728 834,773
Social benefits 166,493 100,853
Others 788 17,142
6,515,095 7,452,365

The values included in the table above correspond to the values for key management members, 16 in 2022 (17 in 2021).

26. Other operational losses / (gains)

At 31 December 2021 and 2022, this item was composed as follows:

2021 2022
Contributions 52,390 51,460
Others (23,592) 9,316
28,798 60,776

27. Other losses / (gains) non-recurring

This caption in the years ended at 31 December 2021 and 2022 is as follows:

2021 2022
Donations 15,000 15,000
Others 79,567 172,570
94,567 187,570

25. Supplies and external services

At 31 December 2021 and 2022, this item was composed as follows:

2021 2022
Support services 1,334,420 1,376,775
Specialised works 349,852 403,485
Travelling costs 49,129 141,223
Insurances 111,649 120,992
Fuels 31,826 40,998
Cleaning, hygiene and comfort 208 21,911
Communications 18,809 11,850
Litigation and notaries 2.448 11,824
Other supplies and external services 67,666 64,276
1,966,007 2,193,334

28. Financial costs / (revenues) and other financial expenses / (income)

During the years ended at 31 December 2021 and 2022, financial costs / (revenues) and other financial expenses / (income), were as follows:

2021 2022
FINANCIAL COSTS / (REVENUES)
INTEREST EXPENSES
Debenture loans 6,926,250 6,510,775
Commercial paper 3,355,502 4,575,502
Bank loans 870,067 322,796
Derivatives 64,613 59,778
Related parties (Note 31) 9,718 10,983
Finance leases 2,643 2,164
Others 14,762 25,526
11,243,555 11,507,524
INTEREST EARNED
Related parties (Note 31) (21,929,324) (22,009,183)
Bank deposits (1,127) (696,895)
(21,930,451) (22,706,078)
(10,686,896) (11,198,554)
NET OTHER FINANCIAL EXPENSES / (INCOME)
Comissions on commercial paper 1,779,508 1,836,627
Comissions on debenture loans 845,414 1,073,279
Bank services 75,135 122,107
Comissions on bank loans (57,425) 1,333
Others (247,711) 14,126
2,394,921 3,047,472

29. Losses / (gains) of affiliated companies

During the years ended at 31 December 2021 and 2022, this caption was as follows:

2021 2022
DIVIDENDS RECEIVED
NOS Comunicações (203,720,211) (58,193,652)
NOS Property (9,219,086) (9,821,722)
NOS Audiovisuais SGPS (8,018,305) (3,664,416)
NOS Audio - Sales and Distribution (5,581,846) (6,883,909)
NOS Inovação (3,146,655) (4,665,643)
NOS Wholesale (1,665,535) (1,998,084)
NOS Internacional, SGPS (1,565,326)
NOS Corporate Center (1,953,571) (1,440,332)
NOS Cinemas (3,718,190)
(234,870,535) (90,397,793)
DISPOSALS OF INVESTMENTS IN SUBSIDIARIES (NOTE 9)
NOS International Carrier Services 28,391
28,391
OTHERS
Losses/(loss reversals) for impairment on financial investments (Note 9) 24,100,000 34,436,000
Others (7,362)
24,100,000 34,428,638
(210,742,144) (55,969,155)

30. Guarantees and financial undertakings

30.1. GUARANTEES

At 31 December 2021 and 2022, the Company had furnished guarantees in favour of third parties corresponding to the following situations:

2021 2022
GUARANTEES IN FAVOUR OF:
Tax authorities i) 28,092,579 28,233,567
Others 143,943 2,955
28,236,522 28,236,522

i) At 31 December 2021 and 2022, this amount relates to the guarantees required by the tax authorities in connection with tax proceedings contested by the Company and its subsidiaries.

Other quarantees

Under the financing obtained by Upstar with the Banco Comercial Português totalling 10 million euros, NOS signed a promissory note in the amount proportional to the shareholding of 30% of the funding.

During the first half of 2015, 2016, 2017 and 2018, and following the settlement notes of CLSU 2007-2009, 2010-2011, 2012-2013 and 2014, respectively, NOS constituted quarantees in favour of the Universal Service Compensation Fund in the amount of 23.6, 16.7, 17.5 and 3 million euros, respectively, in order to prevent the establishment of tax enforcement proceedings in order to enforce recovery of the paid amount.

In addition to the quarantees required by the Tax Authorities were set up sureties for the current fiscal processes. NOS consisted of NOS SA surety for an amount of 14.6 million euros.

30.2.OTHER UNDERTAKINGS

Covenants

Of the loans obtained (excluding financial leases), in addition to being subject to the Company complying with its operating, legal and fiscal obligations, 100% are subject to cross-default clauses, Pari Passu and Negative Pledge and 87% to ownership clauses.

In addition, approximately 19% of the total loans obtained require that the net financial debt does not exceed 3 times EBITDA, after the payment of consolidated leasings, about 4% of the total loans obtained require that the net financial debt does not exceed 3.5 times EBITDA after the payment of consolidated leasings, about 2% require that the net financial debt does not exceed to 4 times EBITDA after the payment of consolidated leasings, and about 12% require that the net financial debt does not exceed to 5 times EBITDA after the payment of consolidated leasings.

Net Financial Debt = Loans - Leasings - Cash and Cash Equivalents

EBITDA= Operational result + Depreciations and impairment losses + Restructuring Costs + Losses/(gains) with disposal of assets + Other costs/(gains) non-recurrent.

EBITDA after the payment of leasings = EBITDA - Leasings Payment (Capital and Interest)

Assignment agreements football broadcasting rights

In December 2015, NOS signed a contract with Sport Lisboa e Benfica - Futebol SAD and Benfica TV, S.A. of television rights of home football games of football NOS' league, broadcasting rights and distribution of Benfica TV Channel. The contract began in 2016/2017 sports season, and has an initial duration of three years and may be renewed by decision of either party to a total of 10 sports seasons, with the overall financial consideration reaching the amount of 400 million euros, divided into progressive annual amounts.

Additional disclosures are made in consolidated financial statements of NOS SGPS.

31. Related parties

The balances at 31 December 2021 and the transactions at 31 December 2021 and 2022 with companies of NOS Group were as follows:

Balances with related parties - 2021 ACCOUNTS RECEIVABLE ACCOUNTS PAYABLE LOANS BORROWINGS SUBSIDIARIES 568,205,200 943,141 732,456,500 88,312,315 NOS Audiovisuais SGPS 2,399,181 45,946,500 NOS Cinemas 571,938 13,696,246 NOS Comunicações 556,880,383 15,662 686,510,000 2,493,599 NOS Corporate Center 358,861 472,593 NOS Inovação (76,885) 15,528,891 NOS AUDIO - Sales And Distribution, S.A. 454,886 3,821,391 29,737,118 -NOS Property 3,646,510 17,312,954 - NOS Wholesale 607,507 -9,503,467 MSTAR, SA Other subsidiaries 40,040 (3,686) - JOINTLY CONTROLLED COMPANIES 101 2,118 - OTHER RELATED PARTIES 18,306,878 20,472 52,271,589 -NOS Acores Comunicações 2,913,792 . NOS Audiovisuais 26,380,929 1,832,791 -NOS Sistemas 1,604,954 Per-Mar 3,880 -73,099 Sontária 28,719 379,902 -NOS Technology 12,362,271 20,193 11,223,963 NOS Internacional SGPS (30,487) NOS Madeira Comunicações (419,202) 14,181,659 . Other related parties 279 32,036 10,160 586,512,178 965,731 732,456,500 140,583,904

SERVICES RENDERED SUPPLIES AND EXTERNAL
SERVICES
INTEREST GAINS INTEREST LOSSES
SUBSIDIARIES 9,152,830 1,166,942 21,837,414 7,690
NOS Audiovisuais SGPS 1,058,599 -
NOS Cinemas 353,186 (92) 729
NOS Comunicações 7,818,937 (196,197) 20,775,949
NOS Corporate Center 137,359 1,370,002 2,663 281
NOS Inovação 257,937 (145) 1,530
NOS Property 257,141 (6,076) - 1,471
NOS Audio 289,182 (463) 2,885
Other subsidiaries 39,088 (88) 203 794
OTHER RELATED PARTIES 4,585,938 2,271 357,356 2,026
NOS Technology 3,573,826 3,186 128,630 -
NOS Audiovisuais 685,542 (145) 116,586 762
NOS Açores Comunicações 33,693 62,238
NOS Sistemas 143,910 (18) 49,104 (19)
Other related parties 148,967 752) 798 1,283
13,738,767 1,168,984 22,194,771 9,716
ACCOUNTS RECEIVABLE ACCOUNTS PAYABLE LOANS BORROWINGS
SUBSIDIARIES 45,340,098 1,228,217 1,128,403,000 102,221,654
NOS Lusomundo Cinemas 1,329,274 14,165,082
Lusomundo SII 15,436
MSTAR, SA 466,944
NOS Audiovisuais SGPS 1,535,548 41,893,000 30
NOS Corporate Center 491,513 413,890 4,297,763
NOS Inovação 256,385 8,929,230
NOS Property 3,379,328 25,206,721
NOS Seguros 28,775 131,199
NOS Wholesale 589,007 239 10,400,829
NOS Comunicações 32,573,600 357,182 1,086,510,000
NOS INTERNACIONAL, SGPS, S.A. (35,014) 115,406
TELIZ HOLDING, S.A. (4,014) 3 80,737
NOS AUDIO - Sales And Distribution, S.A. 4,712,713 454,886 38,894,658
Other subsidiaries 602 2,017
OTHER RELATED PARTIES 66,387,868 363,468 l 8,040,334
NOS Technology 46,722,227 363,086 202
Empracine-E.Pro.Act. Cinem,Lda 120,079
Banco Bic Português, S.A. 18,493
Lusomundo Imobiliária 2, SA (16,617) 180,111
NOS Sistemas 3,279,292
NOS SISTEMAS ESPAÑA, S.L. 14,451
Per-Mar-Sociedade de Construções,SA 1,844 2,588,323
Sontária 11,608 2,092,046
NOS Açores Comunicações 7,668,847
Lusomundo Audiovisuais, SA 9,158,296 46
NOS Madeira Comunicações (576,385) 3,161,114
Other related parties 4,225 382
111,727,966 1,591,685 1,128,403,000 110,261,989

3 Individual Financial Statements

Transactions with related parties - 2022

SERVICES RENDERED SUPPLIES AND EXTERNAL
SERVICES
INTEREST GAINS INTEREST LOSSES
SUBSIDIARIES 10,169,933 1,400,035 21,633,441 9,316
NOS Lusomundo Cinemas 346,189 3,317 1,186
NOS Audiovisuais SGPS 873,192 449
NOS Corporate Center 257,416 1,396,218 384
NOS Inovação 266,081 ે રેણ 1,258
NOS Property 408,714 (2,867) - 1,927
NOS Wholesale 49,991 972
NOS Comunicações 8,530,167 3,664 20,760,249
NOS AUDIO - Sales And Distribution, S.A. 311,376 (263) 3,140
Other subsidiaries 3,137 (114) 730 27
OTHER RELATED PARTIES 3,931,017 3,552 564,617 1,640
NOS Technology 2,992,312 3,847 450,483 202
Lusomundo Audiovisuais, SA 635,735 70) 9,243 781
NOS Sistemas 132,897 26) 26,874
Sontária 12,588 142
NOS Acores Comunicações 40,098 - 73,262
NOS Madeira Comunicações 109,603 4,354 453
Other related parties 7,785 (200) 401 61
14,100,951 1,403,586 22,198,058 10,956

The Company regularly performs transactions and signs contracts with several parties within the NOS Group. Such transactions were performed on normal market terms for similar transactions, as part of the contracting companies' current activity.

Due to the large number of low value related parties' balances and transactions, it was grouped in the heading "Other related parties" the balances and transactions with entities whose amounts are less than 100 thousand euros.

32. Remuneration of key management members

Remuneration paid to managers and other key members of NOS Management (Managers) for the financial years ended on 31 December 2021 and 2022 were as follows:

12M21 12M22
Compensation 3,245,942 3,392,865
Profit Sharing 1,242,958 1,289,558
Share plans assigned 1,242,958 1,289,558
5,731,858 5,971,981

The average number of key management members in 2022 is 16 (2021: 17).

The Corporate Governance Report includes more detailed information about NOS' remuneration policy. The Company considers as Managers the members of the Board of Directors.

33. Share incentive schemes

On 23 April 2014, in the General Shareholders Meeting the Regulation on Short and Medium-Term Variable Remuneration was approved, which establishes the terms of the Share Incentive Schemes ("NOS Plan"). This plan is aimed at more senior employees with the vesting taking place three years after being awarded, assuming that the employees are still with the company during that period.

As at 31 December 2022, the unvested plans are:

NUMBER OF
SHARES
NOS PLAN
Plan - 2020 1,459,370
Plan - 2021 1,320,809
Plan - 2022 1,079,152

During the year ended on 31 December 2022, the movements that occurred in the plans are detailed as follows:

PLAN
2019
PLAN
2020
PLAN
2021
PLAN
2022
TOTAL
BALANCE AS AT 31 DECEMBER 2021 761,812 1,411,601 1,276,908 3,450,321
MOVEMENTS IN THE PERIOD:
Awarded 1.032.100 1,032,100
Vested (761.064) (16,081) (13,236) (876) (791,257)
Cancelled / elapsed / corrected (1) (748) 63.850 57.137 47,928 168,167
BALANCE AS AT 31 DECEMBER 2022 - 1,459,370 1,320,809 1,079,152 3,859,331

(1) Refers mainly to correction made for dividends paid, exit of employees not entitled to the vesting of shares and other adjustments resulting from the way the shares are vested.

The share plans costs are recognised over the year between the awarding and vesting date of those shares. The responsibility is calculated taking into consideration the share price at award date of each plan, for plans settled in shares, or at the closing date, for plans settled in cash. The responsibility is recorded in Reserves and Accrued Expenses, respectively.

As at 31 December 2022, the outstanding responsibility related to these plans is 6,675 thousand euros and is recorded in Reserves.

The costs recognised in previous years and in the financial year, and its liabilities are as follows:

ACCRUED
EXPENSES
RESERVES TOTAL
Costs recognised in previous years related to plans as at December 31, 2021 1,261,643 6,123,107
Plans of costs vested in the period (3,281,174) (3,281,174)
Reclassification of plans to settle in cash to reserves
Costs incured in the period and others (338,255) 4,171,306 3,833,051
TOTAL PLANS COSTS - 6,674,984 6,674,984

34. Legally required disclosures

Information concerning fees and services rendered by auditors is described on note 47 of the Corporate Governance Report.

35. Other matters

35.1. PREVENTIVE SEIZURE OF 26,075% OF THE SHARE CAPITAL OF NOS, SGPS, S.A.

On 4 April 2020, SONAECOM, SGPS, SA, holder of 50% of the capital of ZOPT, SGPS, SA (hereinafter "ZOPT"), was informed by this company of the communication received from the Central Criminal Investigation Court of Lisbon (hereinafter Tribunal) to proceed to the preventive seizure of 26.075% of the share capital of NOS, SGPS, SA, corresponding to half of the shareholding in NOS held by ZOPT and, indirectly, by the companies Unitel International Holdings, BV and Kento Holding Limited ", controlled by Eng.ª Isabel dos Santos.

Under the terms of the aforementioned decision, the foreclosed shares are deprived of the exercise of voting rights and the right to receive dividends, the latter of which must be deposited with Caixa Geral de Depósitos, S.A. at the court's discretion.

The other half of ZOPT's participation in NOS share capital, corresponding to an identical percentage of 26.075% - and which, at least in line with the criterion used by the Court, embodies the 50% held in ZOPT by SONAECOM - was not subject to seizure, nor the rights attached to it were subject to any limitation.

On 12 June 2020, ZOPT was authorized by the Lisbon Central Criminal Investigation Court to exercise the voting right corresponding to the 26.075% of NOS share capital preventively seized under the aforementioned Court order.

Following the communication of April 4, 2020, ZOPT filed third-party claims, which, in June 2020, were rejected by the investigating judge on the grounds that the Portuguese courts had no jurisdiction to hear and decide them, a decision that, having been appealed by ZOPT, was revoked by the Lisbon Court of Appeal, in February 2021.

In November 2021, the Investigating Judge, aware of the cause's merit, dismissed the third-party embargoes presented by ZOPT, a decision that, according to ZOPT, was appealed to the Court of Appeal. After being admitted in February 2022, in June 2022, ZOPT was notified of the decision the appeal. Further developments are awaited. The Board of Directors of NOS is not aware of any developments in this process.

35.2. MACROECONOMIC ENVIRONMENT

On 24 February 2022, Russian troops invaded Ukraine, and the military assault led to significant human casualties, displacement of the population, damage to infrastructure and disruption to economic activity in Ukraine.

In response, multiple jurisdictions, including the European Union, have imposed various economic sanctions on Russia (and, in some cases, Belarus).

This conflict comes at a time of significant global economic uncertainty and volatility, when many sectors/jurisdictions were already facing the impacts of transport disruptions and rising commodity and commodity prices as a result of increased consumer demand as the COVID-19 pandemic subsided. These conditions caused inflation and interest rates to rise in 2022, which worsened during the year, impacting the group's financial statements. The future effects of the war in Ukraine are uncertain, with the expectation of continued inflationary pressures and the risk of a more recessive macroeconomic scenario.

NOS, not having significant transactions with the Russian and Ukrainian markets, is exposed to general inflationary pressures. It is the conviction of the Board of Directors that, despite these uncertainties, the continuity of its operations is not jeopardized.

36. Subsequent events

In January 2023, NOS contracted 350 million euros in bond loans and commercial paper programmes, indexed to sustainability objectives, maturing in 2028, with five financial institutions - Banco BPI, Caixa Geral de Depósitos, Millennium BCP, Santander and Sabadell.

Up to the date of approval of this document, there were no other subsequent relevant events that should be disclosed in this report.

These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IAS / IFRS) as adopted by the European Union and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.

Report and opinion of the Statutory Auditor

Ernst & Young Tel: +351 226 002 015 Audit & Associados - SROC. S.A. Fax: +351 226 000 004 Avenida da Boavista, 36, 3º www.ev.com 4050-112 Porto Portugal

(Translation from the original Portuguese language. In case of doubt, the Portuguese version prevails)

Statutory and Auditor's Report

REPORT ON THE AUDIT OF THE CONSOLIDATED AND INDIVIDUAL FINANCIAL STATEMENTS

Opinion

We have audited the accompanying consolidated and individual financial statements of NOS, S.G.P.S., S.A. (the Group), which comprise the Consolidated and Individual Statements of Financial Position as at 31 December 2022 eroup, while tother see and not and 2,563,901 thousand euros, respectively, a consolution and and and and and and and and and and and and consolidated net profit for the year attributable to the equity holders of the parent of 224,574 thousand euros
and an individual net profit for the year of 66,868 thousand Statements of Comprehensive Income, the Consolidated and Individual Statements of Changes in Equity and the Consolidated and Individual Statements of Cash Flows for the year then ended, and accompanying notes to the consolidated and individual financial statements, including a summary of significant accounting policies,

ln our opinion, the accompanying consolidated and individual financial statements give a true and fair view, in all
material respects, of the consolidated and individual fina material respons, or the ensilated namelar pristion of its consolidated and individual sort of was forst on the marked in and the world by the forms of the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and other technical and ethical standards and quidelines as issued by the Institute of Statutory Auditors. Our responsibilities under those ethical standa a and gaoeines in the "Auditor" responsibilities for responsibilated ander under ubser
standards are further described in the "Auditor's responsibilited and i the law and we have fulfilled other ethical requirements in accordance with the Institute of Statutory Auditors ' code of ethics

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion

Key audit matters - Consolidated financial statements

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statems of the current period. These more addessed in the context of our
the consolidated financial statements of the current period. These necess provide a separate opinion on these matters.

We describe below the key audit matters relevant to the current period, regarding consolidated financial statements:

Sorialska Arceina - Capital Sain 135,000 am - Incrient - 178 m Oriento Reviews Of Cantar-Innerial M. 2016 MBO m Comisso do Marcelo do Marcelo do Marcelo do Marcelo de Valcon

3 INDIVIDUAL FINANCIAL STATEMENTS

NOS, S.G.P.S., S.A.

Statutory and Auditors' Report

537/2014 of the European Parliament and of the Council, of 16 April 2014 and we have remained

The Geompanying consolution in hishous intention Stations of North Star Tor Star Children of Schilders of
December of 2022 must comply with the applicable requirements set ou

Management is responsible for preparing and disclosing the annual integrated report in accordance with the ESEP

statements, included in the annual integrated report, are presented in accordance with the requirements set out

Our procedures considered the OROC Technical Application Guide (GAT 20) on report in ESEF and included.

  • obtaining an understanding of the financial reporting process, including the submission of the annual
  • the identification and evaluation of the risks of material distortion associated with the marking-up of the evaluation was based on the understanding of the process implemented by the Group to mark-up the information.

in our opinion, the accomparying consolidated and individual statellents maddin in the arminents set out in the ESEF

Registered with the Portuguese Securities Market Commission under license nr. 20160824

Building a bette
working world

  • from the matters communicated with those charged with governance, including the supervisory board, we determine those matters that were of most significance in the audit of the consolidated and individual financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter; and

  • we also provide the supervisory board with a statement that we have complied with relevant ethical we also provide the supervisory board with a statement with relevant othical
    requirements regarding independence, and to colationships and other matters that may
    reasonably b onably be thought to bear on our independence, and where applicable, related safeguards.

Our responsibility includes the verification of the consistency of the information included in the Integrated Management Report with the consolidated and individual financial statements, and the verifications under nr. 4 ward n. Febol will be onsoluted and individe in and includes and one verinciaris "), a well as le
and n. 5 of atticle 45 of the Commersial Companies Code Comerciais "), a we Integrated Management Report).

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

On the Integrated Management Report

Pursuant to article 451, nr. 3, paragraph o) of the Commercial Companies Code, it is our opinion that the Integrated Management Report was prepared in accordance with the applicable legal and requirements and the information contained therein is consistent with the audited consolidated and individual financial and the information containted by the more and over the Entity, we have not identificial any
statements and, having regard to our knowledge and over the Entity, we have not i applicable to the consolidated and individual non-financial statements included in the Integrated Management Porort

On the Corporate Governance Report

Pursuant to article 451, nr. 4, of the Commercial Companies Code, it is our opinion that the Corporate Governance Report includes the information required to the Entity to provide as per article 29-H of the Securities over halled to teport metidentified missteneds on the information provided therein in one of on the beculture.
Code, and we have not identified material misstatements on the

On the non-financial statement

Pursuant to article 451, pr. 6, of the Commercial Companies Code, we inform that the Group included in the Pursualit & Brucele 4-1, m. of the Companies Coule, we morn the morni has are oroup included in the
Integrated Management Report, the consolidated non-financial statement, a

On additional items set out in article 10 of Regulation (EU) nr. 537/2014

Pursuant to article 10 of Regulation (EU) nr. 537/2014 of the European Parliament and of the Council, of 16 April
2014, and in addition to the key audit matters mentioned a

  • We were appointed as auditors of the Group for the first time in the shareholders' general meeting held we alle apportied as abulus on the and 2014 and 2014, to complete the marker of mara
    on 23 April 2014 for the crost of and 2015, to complete the manufaction manus markers in reappointed for a third mandate in the shareholders' general meeting, for the period between 2019 and 2021. On the 21ª of April 2022, we were reappointed for a fourth mandate in the shareholders' general meeting, for the period between 2022 and 2023.
  • Management has confirmed that they are not aware of any fraud or suspicion of fraud having occurred that has a material effect on the consolidated and individual financial statements, In planning and executing our audit in accordines with ISAs we maintained refersional skepticsim and we designed
    audit procedures to respond to the possibility of material material may indi financial statements due to fraud. As a result of our work we have not identified any material misstatement to the consolidated and individual financial statements due to fraud;
  • We confirm that our audit opinion is consistent with the additional report to the supervisory board that we have prepared and delivered today to the supervisory board of the Group; and

Statement Under the Terms of Article 245°, Paragraph 1, Sub Paragraph C) of the Portuguese Securities Code

In accordance with Article 245°, paragraph 1, c) of the Securities Code, the Board of Directors of NOS, SGPS, S.A., whose names and roles are listed below, declare that, to their knowledge:

a) The management report, the annual individual and consolidated accounts, the legal certification of accounts, required by law or regulation, relative to the year ended 31 December 2022, were elaborated in compliance with the applicable accounting standards, accurately and truthfully portraying the assets and liabilities, the company's financial situation and results, as well as those of the companies included in its consolidation perimeter;

b) The management report faithfully portrays the evolution of the company's business, performance and position, as well as those of the companies included in its consolidation perimeter and, when applicable, contains a description of the main risks and uncertainties they face.

Lisbon, 7 March 2023

THE BOARD OF DIRECTORS

ANGELO PAUPÉRIO Chairman of the Board of Directors

MIGUEL ALMEIDA Chief Executive Officer

JOSÉ PEDRO PEREIRA DA COSTA Vice President - CFO

LUÍS NASCIMENTO Executive Member of the Board of Directors

JORGE GRAÇA Executive Member of the Board of Directors

MANUFI RAMAI HO FANES Executive Member of the Board of Directors

FILIPA SANTOS CARVALHO Executive Member of the Board of Directors

DANIEL BEATO Executive Member of the Board of Directors

ANA RITA RODRIGUES Member of the Board of Directors

ANTÓNIO LOBO XAVIER Member of the Board of Directors

CATARINA TAVIRA VAN-DÚNEM Member of the Board of Directors

CLÁUDIA AZEVEDO Member of the Board of Directors CRISTINA MARQUES Member of the Board of Directors

JOÃO TORRES DOLORES Member of the Board of Directors

EDUARDO VERDE PINHO Member of the Board of Directors

Report and Opinion of the Statutory Independent Audit Board

Shareholders,

According to the articles of association, the supervision of the Company is committed to a Statutory Independent Audit Board, comprised of three full members and one alternate member, elected by the General Meeting, as well as to a Statutory Auditor or Firm of Chartered Accountants.

In these circumstances, as set forth in paragraph g), of Article 420° of the Portuguese Companies Code, we hereby submit our Report on our Supervision Activity and our Opinion on the Individual and Consolidated Annual Report and Accounts of NOS, SGPS, S.A. ("Company") for the financial year ended on 31 December 2022.

The Statutory Independent Audit Board has regularly accompanied the evolution of the activities of the Company and of its main subsidiaries, monitoring the compliance with the articles of association, supervising the Company's management, the effectiveness of its risk management systems, internal control and internal auditing and the preparation and disclosure of individual and consolidated financial information. Moreover, the Statutory Independent Audit Board verified the reqularity of the accounting records, the accuracy of the individual and consolidated financial statements and the accounting policies and valuation criteria adopted by the Company in order to ensure that they lead to a correct appraisal of its assets and individual and consolidated profits, as well as its cash flow statements.

As part of its duties, the Statutory Independent Audit Board met with the Statutory Auditor and External Auditors in order to monitor their audits and learn their conclusions, supervising the works performed by the Statutory Auditor and External Auditors and their independence and competence. The Statutory Independent Audit Board also met on a regularly basis with the heads of the Internal Audit Department and Legal Department, and the Board Member responsible for the financial area whenever was deemed fit and appropriate. The Statutory Audit Board received full cooperation from all at all times.

The Statutory Audit Board monitored the whistleblowing system. This system is available to all shareholders, employees and to the qeneral public. As for the Corporate Governance report, it is the duty of the Statutory Independent Audit Board to merely verify that it includes the elements referred to in Article 29º-H of the Portuguese Securities Code, which the Statutory Audit Board did.

The Statutory Independent Audit Board also received from the Statutory Auditor a letter confirming its independence in relation to the Company.

As such, the Statutory Independent Audit Board issues the following

OPINION:

The Statutory Independent Audit Board was informed about the conclusions of the work of the examination of the Company's accounts and external auditing on the Individual and Consolidated Financial Statements for the financial year of 2022, which include the individual and consolidated financial position in 31 December 2022, the individual and consolidated Statements by nature, the individual and consolidated Statements of comprehensive income, the individual and consolidated Statement of changes in equity, the individual and consolidated cash flow Statement and its respective Annexes. The Statutory Independent Audit Board scrutinized the Audit Report from the Statutory Auditor and External Auditors on these documents which expressed no reservations.

Within its powers, and according to paragraph 1, subparagraph c) of the article 29.º-G of the Portuguese Securities Code, the Statutory Independent Audit Board declares that, to its knowledge, the Management Report, and the Individual and Consolidated Financial Statements for the financial year ended on 31 December 2022 were drawn up in accordance with the applicable accounting standards, reflecting a true and fair view of the assets and liabilities, financial position and results of NOS, SGPS, S.A. and the companies included in the consolidation as a whole. Additionally, the Management Report faithfully states the businesses' evolution, and the performance and position of the company and of the Group. It also complies with the applicable legal requirements and accounting standards as well as with the articles of association and, whenever deemed necessary, contains a description of the principal risks and uncertainties faced. It is also mentioned that the Non-Financial Statements contain enough information to allow an understanding of the performance, position and impact of the group's activities, related to the matters of environmental, social and worker issues, gender equality, non-discrimination, respect for human rights, fight against corruption and attempts at bribery.

The Statutory Independent Audit Board also ensures that the Company's Corporate Governance Report, which will be announced at the same time as the Management Report, includes the elements referred to in Article 29.° -H of the Portuguese Securities Code.

3 Individual Financial Statements

In view of the above, taking into account the opinion and the information received from the Board of Directors, the Company's departments, the Statutory Auditor and the External Auditor, the Statutory Independent Audit Board opinion is as follows:

i. The Management Report for 2022 may be approved;

Lisbon, 7 March 2023

THE STATUTORY INDEPENDENT AUDIT BOARD

José Pereira Alves

Patrícia Teixeira Lopes

Paulo Mota Pinto

ii. The Individual and Consolidated Financial Statements for 2022 may be approved;

iii. The Proposal for the Application and Distribution of Profits presented by the Board of Directors, namely taking into account Article 32.º of the Portuguese Companies Code.

04 CORPORATE GOVERNANCE REPORT

04 CORPORATE GOVERNANCE REPORT

/PART 1

Mandatory Information Concerning Shareholder Structure, Organisation and Corporate Governance

/PART 2

Corporate Governance Assessment

/PART 3 Annex

342

398

388

A. Shareholder structure

I. Capital structure

1. Capital structure

NOS share capital is 855,167,890.80 euros and it is fully subscribed and paid up, represented by 515,161,380 ordinary shares (there are no share classes), registered book-entry shares with a nominal value of €1,66 (one euro and sixty-six cents) per share and are admitted to trading on the Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A. regulated market ("Euronext Lisbon").

2. Restrictions on the transfer and ownership of shares

The Articles of Association do not set out limitations or restrictions on the transfer of shares that represent the share capital of NOS.

Notwithstanding, the Articles of Association provide that shareholders who directly or indirectly compete with the activity performed by the companies owned by NOS cannot hold ordinary shares that represent more than 10% of the Company's share capital, without prior authorisation from the General Meeting.

3. Own shares

On 21 April 2022, the General Meeting resolved to authorise the purchase and disposal of own shares by the Board of Directors for the duration of 18 months from the approval of the proposal.

At the end of 2022, the number of own shares was as follows:

OWN SHARES (1) SHARE CAPITAL (%)
4.008.391
MITH I The Comments of the Children Comments of Children Comments of Children Comments of Children

(1) All attached rights suspended pursuant to the provision of article 324(1)(a) of the Portuguese Companies Code

4. Impact of the change in shareholder control in important agreements

NOS is not a party to any important agreements that come into force, are amended, or terminate if there is a change of Company control or change in the members of the Board of Directors.

In accordance with standard market practice, NOS and its subsidiaries are parties to some financing contracts and debt issues, which include standard provisions allowing for the change of control (including, tacitly, changes in the change of control as a consequence of a public takeover bid), which are deemed necessary for the achievement of the transactions. The only consequence is the possibility of the financing entities or debt holders, as the case may be, requesting early reimbursement, which means there is no possibility of impairing the economic interest in the Company shares' transfer or the free assessment by the shareholders of the performance of the directors.

NOS also did not adopt mechanisms that imply payments or assumption of fees in the case of transfer of control by the Company in the case of transfer of control or change in the composition of the Board of Directors, and which are likely to harm the economic interest in the free transferability of shares and the free shareholder assessment of the performance of the directors.

5. Countermeasures in case of change of control

NOS has not adopted any measures in order to impede the success of public takeover bids contrary to the interests of the Company and its shareholders.

Similarly, NOS considers that no countermeasures were adopted with the purpose of automatically causing erosion to the Company's assets in the event of control or of a change to the composition of the Board of Directors or that would potentially impair the economic interest in the shares' transfer and the free assessment by the shareholders of the performance of the directors.

6. Shareholders' agreements

In an announcement to the market on 28 September 2022 made by its shareholder Sonaecom, SGPS, S.A. ("Sonaecom"), NOS was aware that the shareholder's agreement entered into on 14 December 2012 between the shareholders of ZOPT, SGPS, S.A. ("ZOPT") was terminated. It was also announced that at the Shareholder's General Meeting of ZOPT of 28 September 2022 it was decided to amortise Sonaecom's participation in that company and the reimbursement of the supplementary contributions made by Sonaecom, against the delivery of the shares representing 26.07% of the share capital of NOS. Under the aforementioned amortisation, Sonaecom ceased to be a shareholder of ZOPT, which is now fully owned by Unitel International Holdings, B.V. and Kento Holding Limited.

II. Shareholdings and bonds held

7. Qualified shareholdings

On 12 December 2022, Sonaecom informed NOS that, as a consequence of the amortisation of its shareholding in ZOPT and the reimbursement of the supplementary contributions made by Sonaecom against the delivery of the shares representing 26.07% of the share capital of NOS, Sonaecom ceased to be a shareholder of ZOPT, now directly owning 26.07% of the share capital of NOS.

Similarly, NOS was informed by its shareholder Sonae, SGPS, S.A. ("Sonae") that, following the announcement of its subsidiary Sonaecom, regarding the transaction mentioned above, Sonae is now attributed 36.85% of the share capital and voting rights of NOS, of which 10.78% is direct ownership and 26.07% is indirect attribution of voting rights.

Therefore, the structure of qualified shareholdings in NOS that the Company was notified of (including to information rendered under article 447(5) of the Portuguese Companies Code) was, on 31 December 2022, as follows:

COMPANY SHARE CAPITAL(%)
Sonaecom, SGPS, S.A.(1) 26,07
Sonae, SGPS, S.A. (3) 10,78
ZOPT, SGPS, S.A. (2) 26,07
Mubadala Investment Company PJSC 5,00
Others 32,07

According to paragraphs (b) and (c) of number 1 of article 21 of the Portuguese Securities Code, a qualified shareholding of 26.07% of the share capital and voting rights of the Company, as calculated in the terms of article 20 of the Portuguese Securities Code, is attributable to the following entities:

(1) To Sonaecom and, consequently, to all entities in a control relationship with Sonaecom, SGPS, S.A., namely SONTEL, BV and SONAE, SGPS, S.A., directly or indirectly controlled by EFANOR INVESTIMENTOS, SGPS, S.A., also as a result of the mentioned control relationship. As of 29 November 2017, Efanor Investimentos, SGPS, S.A. ceased to be a controlling shareholder under the terms and for the purposes of articles 20 and 21 of the Portuguese Securities Code.

(2) To ZOPT and, consequently, to the Kento Holding Limited and Unitel International Holdings, BV companies, as well as to Mrs. Isabel dos Santos, being (i) Kento Holding Limited and Unitel International Holdings, BV, companies directly and indirectly controlled by Mrs. Isabel dos Santos and (ii) ZOPT, a company jointly controlled by its shareholders Kento Holding Limited and Unitel International Holdings, BV.

(3) As per announcement disclosed to the CMVM by Sonae, SGPS, S.A., on 12 December 2022.

NOTE: The calculation of the voting rights percentages does not consider own shares held by the Company.

8. Number of shares and bonds held by members of the management and supervisory bodies

SHARES
NAME POSITION / JOB BALANCE BALANCE
31-12-2021 Acquisitions Disposals Unit Price Date 31-12-2022
Board of Directors
Angelo Gabriel Ribeirinho dos Santos Paupério (1) Chairman of the Board of Directors
Miguel Nuno Santos Almeida Chairman of the Executive Committee 244 308 78 075 3,838 € 31/03/2022 322 383
José Pedro Faria Pereira da Costa Vice-Chairman of the Executive Committee 257 662 57 743 3,838 € 31/03/2022 315 405
Daniel Lopes Beato Executive Member 6 421 6670 3,838 € 31/03/2022
13 091 4,070 € 04/05/2022
Filipa de Sousa Taveira da Gama Santos Carvalho Executive Member 23 268 7923 3,838 € 31/03/2022 31 191
Jorge Filipe Pinto Sequeira dos Santos Graça Executive Member 75 129 37 410 3,838 € 31/03/2022 112 539
Luís Moutinho do Nascimento Executive Member 20 986 37 410 3,838 € 31/03/2022 58 396
Manuel Ramalho Eanes Executive Member 97 486 44 189 3,838 € 31/03/2022 * 141 675
Ana Rita Ferreira Rodrigues Non-Executive Member
António Bernardo Aranha da Gama Lobo Xavier Non-Executive Member
Catarina Eufémia Amorim da Luz Tavira Van-Dúnem Non-Executive Member
Cristina Maria de Jesus Marques Non-Executive Member -
Eduardo Verde Pinho Non-Executive Member 38 38
João Pedro Magalhães da Silva Torres Dolores (2) Non-Executive Member
Maria Cláudia Teixeira de Azevedo (3) Non-Executive Member
Statutory Independent Audit Board
José Pereira Alves Chairman of the Statutory Independent Audit Board
Paulo Cardoso Correia da Mota Pinto Member of the Statutory Independent Audit Board
Patrícia Andrea Bastos Teixeira Lopes Couto Viana Member of the Statutory Independent Audit Board
Ana Luísa Nabais Aniceto da Fonte Alternate Member of the Statutory Independent Audit Board
Statutory Auditor
Ernst & Young Audit & Associados, SROC, S.A. Statutory Auditor
Sandra e Sousa Amorim Statutory Auditor
Pedro Jorge Pinto Monteiro da Silva e Paiva Alternate Statutory Auditor

(1) victorial (1) video Page of the mees the only 2002, 2014 (10:50) 2012 12:50 pm (1) is not the stores non maintendes (connectional processor of Science of Science of Scien is also Chairman of the Board of Directors of Sonaecom, SGPS, S.A., which owned, on 31.12.2022, 134.322.268 NOS shares.

(2) stare de Magliaes da Sona, Scheckr of Sona, SPS, S.A. wich over, or 31.2.2.2.2.2.20.2019 Os shares Heis sistem of Scancom, SPS, S.y. wich coverted on 31.12022, 14.222.200

(3) Mair Claim de Azeved in Escan (1 Schap, Sch, S.A., which owned, on 3.1.2.2022, 5.20 NOS states She s' Sonaecom, SCPS, M virichevered, on 31.2.202, 13.32.2.6 NGS stares.

* Share acquisition with a 90% discount under the Regulation on Short- and Medium-Term Variable Remuneration of NOS, SGPS, S.A.

9. Special powers of the Board of Directors, especially as regards resolutions on capital increase

The Company's Board of Directors exercise the powers conferred by the law and the Articles of Association.

The Annual General Meeting in 2022 granted authorisation to the Board of Directors for the purchase and sale of own shares and bonds by the Company and subsidiaries, within a set of established and approved parameters by the General Meeting, in accordance with the applicable legislation.

The Company's Articles of Association do not provide any special powers to the Board of Directors regarding resolutions on capital increase.

10. Significant business relationships between the holders of qualified shareholdings and the Company

The relevant commercial relations held between NOS and their holders of qualified shareholdings during the year 2022 correspond to transactions with related parties referred to in item 92 of this Report.

B. Governing bodies and committees

I. General Meeting

a) Composition of the Board of the General Meeting

11. Details and position of the members of the Board of the General Meeting and respective term of office

The Board of the General Meeting is composed by a Chairman and a Secretary, elected by the General Meeting.

The current members were elected for the term of 2022-2024, beginning on 21 April 2022 and ending on 31 December 2024, and they are:

Chairman António Agostinho Cardoso da Conceição Guedes
Secretary Maria Daniela Farto Baptista Passos

b) Exercise of the voting right

12. Restrictions on the right to vote

There are no restrictions on voting rights provided in the Company's Articles of Association, with shareholders with voting rights being able to attend the General Meetings.

To every 100 shares corresponds one vote, which is not deemed as a limit to the exercise of the voting right by the shareholders, as it does not follow the principle of one share one vote, bearing in mind that (i) the nominal value of the shares is one euro and sixty-six cents and (ii) shareholders holding less than the number of shares necessary to exercise the voting right may join together to reach the required number or more and be represented at the General Meeting by one of these shareholders.

Shareholders with voting rights who, on the record date, which is at 0 hours (GMT) on the 5th trading day before the General Meeting, own shares that grant at least one vote pursuant to the law and the Company's Articles of Association and who comply with the legal formalities as described in the corresponding notice, have the right to participate, discuss and vote at the General Meeting.

The shareholdings, as a whole, are not subject to limits on the respective voting power, as there are no cap limits on voting. Additionally, considering the relationship of proportionality there is no time lag between the right to receive dividends or to subscribe new securities and the voting right.

The voting right may, on all matters included in the notice of meeting, may also be exercised by correspondence or by electronic means, under the terms set forth in the Company's Articles of Association and in the notice of meeting, since the Company also has a system that allows, without limitations, the possibility of shareholders using rights in both formats, being this information duly communicated to shareholders and made available to the public through the publication of the corresponding notice and other documents (including voting ballot and forms) on the Company's website.

The participation of the shareholders is ensured by electronic means, through videoconferencing and with the possibility of exercising voting rights.

  1. Maximum percentage of voting rights that may be exercised by a single shareholder or by shareholders that are in any relationship as set out in article 20(1) of the Portuquese Securities Code

Pursuant to the Company's Articles of Association, there is no limit on the number of votes that can be held or exercised by each shareholder.

  1. Shareholders' resolutions that, imposed by the Articles of Association, may only be taken with a qualified majority, in addition to those legally provided

Pursuant to the Articles of Association, the General Meeting can run at a first meeting so long as shareholders representing more than 50% of the share capital are present or represented, which represents the constitutive quorum.

The Articles of Association do not set any qualified quorum greater than that provided by law.

II. Administration and supervision

a) Composition

15. Identification of the corporate governance model

NOS adopts the reinforced one-tier qovernance model, a model which is fully and effectively implemented and there are no constraints on its operations.

The adopted model allows the Company to work properly, enabling a flow of information and a proper and transparent dialoque between the different governing bodies and between the Company, its shareholders and other stakeholders.

16. Rules of the Articles of Association on the appointment and replacement of directors

The members of the Board of Directors are elected by the General Meeting, which appoints a Chairman and if it so wishes, one or more Vice-Chairman.

If the General Meeting does not appoint a Chairman of the Board of Directors, the Board will make the appointment.

One of the Company's directors can be elected by the General Meeting through isolated appointment, from persons proposed on lists drawn up by groups of shareholders, provided that none of these groups possesses shares representing more than 20% and less than 10% of the share capital.

The replacement of a director, if they cease their office before the end of the term of office, shall comply with applicable legal requirements.

Without prejudice to the above, the Company's Articles of Association state that where the director who is definitively absent is the Chairman or Vice-Chairman, he/she shall be replaced through election at the General Meeting. For this purpose, a director is considered to be definitively absent if, during their term of office, they miss two meetings in a row or five in total, without a justification that is accepted by the Board of Directors.

17. Composition of the Board of Directors

The Board of Directors is composed of up to 23 members elected by the General Meeting, and no express provision is set out on the minimum number. Therefore, the statutory minimum corresponds to the minimum legal requirement for a collegial body (i.e., 2 members).

If the law or the Articles of Association do not set a specific numbers on a governing body, this number shall be established, on a case-by-case basis, by the resolution of election, corresponding to the number of members elected. This does not affect the possibility to change the number of the governing body members during the term of office, up to the legal limit or up to the limit set out by the Articles of Association.

The Board of Directors keep their terms of office for renewable periods of 3 calendar years, and the calendar year of their appointment counts as a complete year.

The Board of Directors was elected in the Annual General Meeting of 21 April 2022, for the three-year term of 2022/2024, and the term of office ends on 31 December 2024.

On 31 December 2022, the Board of Directors comprises the following directors:

NAME POSITION / JOB EIRST
APPOINTMENT
Angelo Gabriel Ribeirinho dos Santos Paupério Chairman of the Board of Directors 1 Oct 2013
Miguel Nuno Santos Almeida Chairman of the Executive Committee 1 Oct 2013
José Pedro Faria Pereira da Costa Executive Member 21 Sep 2007
Daniel Lopes Beato Executive Member 15 Jan 2021
Filipa de Sousa Taveira da Gama Santos Carvalho Executive Member 15 Jan 2021
Jorge Filipe Pinto Sequeira dos Santos Graça Executive Member 26 Apr 2016
Luís Moutinho do Nascimento Executive Member 29 Jun 2017
Manuel António Neto Portugal Ramalho Eanes Executive Member 1 Oct 2013
Ana Rita Ferreira Rodrigues Member 23 Mar 2020
António Bernardo Aranha da Gama Lobo Xavier Member 1 Oct 2013
Catarina Eufémia Amorim da Luz Tavira Van-Dúnem Member 27 Nov 2012
Cristina Maria de Jesus Marques Member 23 Mar 2020
Eduardo António Salvador Verde Rodrigues Pinho Member 21 Apr 2022
João Pedro Magalhães da Silva Torres Dolores Member 26 Apr 2016
Maria Cláudia Teixeira de Azevedo Member 1 Oct 2013

18. Distinction to be drawn between executive and non-executive directors and details of independent members

The Regulations of the Board of Directors, approved on 3 May 2022, establish that the members of the Board of Directors who do not perform executive duties should always outnumber the members of the Executive Committee, in order to ensure the effective capacity for adequate supervision, monitoring and evaluation of the performance of the members of the Executive Committee.

Therefore, in order to maximise the pursuit of the Company's interest, the management body is composed of 8 non-executive members and 7 executive members.

The number of non-executive members is suitable bearing in mind, especially, the size, shareholder structure, and complexity of the risks associated with the activity of the Company.

Having considered the above mentioned, and also based on the Company's size and its shareholder structure, there is no independent director among its non-executive directors (in line with the definition of independence under the applicable CMVM Regulation and in the IPCG's Corporate Governance Code).

The non-executive directors have regularly and effectively developed their legal functions, which generally consist in the supervision, oversight and evaluation of the executive member's activity. The Regulations of the Board of Directors provide that those directors must help the Board of Directors to define the strategy (including the strategic plan), main policies (including risk policy), business structure and decisions that should be considered strategic for the Company due to their amount or risk, as well as in evaluating their compliance, and as such they cannot be delegated to the Executive Committee.

NOS non-executive directors have also made important contributions to the Company by performing their duties on the specialised Board of Directors Committees (see item 27).

19. Professional qualifications and curricular information of the members of the Board of Directors

Pursuant to the Portuguese Companies Code ("CSC"), the General Meeting has the duty to elect the members of the management and supervisory bodies and, in that sense, it will be its major role in choosing qualified professionals ensuring also the promotion of diversity within these bodies. Professional qualifications and offices held by each member of the Board of Directors are in the Annex to this Report and, briefly, in the matrix of competences integrated in chapter "2.2.3. Governance Model" of the Integrated Management Report.

The Requlations of the Appointments and Assessments Committee of NOS provides that, during the exercise of its duties when supporting the Board of Directors, the Committee shall prepare an opinion on the adequacy of certain candidate to the board, bearing in mind criteria such as qualifications, knowledge, expertise and professional experience, integrity, availability and diversity, with a particular emphasis on gender diversity. The goal is, therefore, to help enhance the management body's performance and balance its composition.

In turn, it is the duty of the Corporate Governance and Sustainability Committee to determine the criteria and requirements of the profile for new governing bodies members suited to the position to be held which, in addition to individual attributes (such as expertise, integrity, availability and experience), should also consider diversity requirements, with a particular emphasis on gender diversity which may help, in principle, to enhance the body's performance and balance its compositions.

For that purpose, the NOS Internal Policy for Selecting Members of the Management and Supervisory Bodies provides a set of general principles, individual merit criteria, and collective composition, which include, among others, diversity and inclusion within these governing bodies. This internal policy is also in line with the principles set forth in the Declaration of Commitment to Diversity and Inclusion of the NOS Group.

The Internal Policy for the Selection of Members of the Management and Supervisory Bodies is available at

https://www.nos.pt/institucional/PT/investidores/qoverno-de-

sociedade/Documents/Politica%20interna%20de%20Selecao%20CA%20e%20CF%20NOS marco202 2 EN.pdf.

The Declaration of Commitment to Diversity and Inclusion is available at

https://www.nos.pt/institucional/EN/Sustainability/Documents/Declaration-Commitment-Diversityand-Inclusion.pdf.

Furthermore, NOS sets out in its Code of Ethics a general principle applicable to all its employees and, therefore, including members of the management and supervisory bodies, under which the human resources management policy is based, mainly, on respect for diversity, individual rights and nondiscrimination depending on age, gender, sexual orientation, race, disability, religion or creed, promoting diversity as a core value present in all internal processes and procedures.

Currently, apart from the diversity of skills, variety of academic qualifications and professional experience, members of the Board of Directors and the Statutory Independent Audit Board possess the adequate diversity in terms of age and gender. In fact, apart from the fact that the percentage of female

members is 33% and 50%, respectively, in both bodies - in compliance with the provisions of law -, the members of these bodies are between 34 and 63 years of age.

The Internal Policy for the Selection of Members of the Management and Supervisory Bodies, prepared by the Corporate Governance and Sustainability Committee, provides a set of principles, requirements, and criteria regarding the profile of the members of the management and supervisory bodies, to be assessed at an individual and collective level. In the light of this internal policy, it is sought to promote the composition of bodies, the members of which should show evidence they have, namely, experience, expertise, integrity, independence, and availability to perform their respective duties, joining bodies characterised by its diversion and inclusion, complementarity and independence.

  1. Family, professional or business relationships of members of the Board of Directors with shareholders that are assigned qualified holdings that are greater than 2% of the voting rights
NAME POSITION / JOB COMPANY PARTICIPATION
IN NOS SHARE
CAPITAL
Angelo Gabriel Ribeirinho
dos Santos Paupério
(Chairman of the Board of
Directors)
Chairman of the Board of Directors Sonaecom, SGPS, S.A. 26.07%
Member of the Board of Directors Sonae SGPS, S.A. 10.78%
Maria Cláudia Teixeira de Member of the Board of Directors Sonaecom, SGPS, S.A. 26.07%
Azevedo
(Member of the Board of
Directors)
Member of the Board of Directors and
Chairman of the Executive Committee
Sonae SGPS, S.A. 10.78%
João Pedro Magalhães da Member of the Board of Directors Sonaecom, SGPS, S.A. 26.07%
Silva Torres Dolores
(Member of the Board of
Directors)
Member of the Board of Directors and
Member of the Executive Committee
Sonae SGPS, S.A. 10.78%
  1. Competence sharing between the various governing bodies, commissions and/or Company departments, including information on competence delegation, in particular regarding daily management of the Company

The Board of the General Meeting, the Remuneration Committee, the Board of Directors, the Statutory Independent Audit Board and the Statutory Auditor are governing bodies of the Company.

NOS Board of Directors is responsible for managing the Company's activity and their responsibilities are defined in the law, the Company's Articles of Association and the corresponding Regulations.

The Board of Directors created and delegated the day-to-day management of the Company to an Executive Committee for the three-year term of 2022/2024, setting out the corresponding composition, functioning and delegation of management powers.

4 CORPORATE GOVERNANCE REPORT

Therefore, the Board of Directors delegated to the Executive Committee the necessary powers to develop and execute the day-to-day management of the Company. For these purposes, were not deemed as current management and, as such, were not delegated by the Board of Directors, namely: (i) the definition of the Company's strategy and main policies; (ii) the organisation and coordination of the business structure; (iii) the matters which are to be deemed as strategic in view of their amount, risk or special characteristics.

Alonqside the day-to-day manaqement of the Company, the Executive Committee is responsible, in particular, for:

  • a) Proposing, to the strategic guidelines of the Group and fundamental policies of the Company and its subsidiaries;
  • b) Working with the Board of Directors and its Committees, as needed for the fulfilment of their respective purposes;
  • c) Determining the internal organisational and operating norms of the Company and its subsidiaries, namely with regard to employee hiring, professional categories, remuneration and other employees' bonuses;
  • d) and controlling these companies' implementation of the quidelines and policies laid out pursuant to the above sub-paragraphs;
  • e) Exercising disciplinary power, and deciding on applicable penalties for the Company's employees;
  • f) Deciding on the acquisition of own shares by the Company, and/or by any of its dependent companies, within the scope of NOS variable remuneration policy, per the terms and conditions approved by the General Meeting.

The Board of Directors, when defining the functioning of the Executive Committee, specifically delegated to the Chairman of the Executive Committee the following duties:

  • Coordinating the activity of the Executive Committee; a)
  • b)
  • c)
  • d) Providing for the proper implementation of the resolutions of the Executive Committee;
  • e) Company and the duties of cooperation before the Chairman of the Board of Directors and other members of the Board of Directors as well as other company bodies;
  • f) Ensuring that the Board of Directors is informed of the actions and relevant decisions of the Executive Committee, as well as guaranteeing that all the clarifications requested by the Board of Directors are provided in a timely and appropriate manner;
  • g) Ensuring that the Board of Directors is informed, on a quarterly basis, of the transactions that, within the powers delegated to the Executive Committee, have been entered into between the Company and shareholders of qualified holdings equal or above 2% of the voting rights (Qualified Shareholders) and/or any entities in a relationship of article 20 of the Portuguese Securities Code (Related Entities), when such transactions exceed the individual amount of 10,000 Euros.

In the definition of the Company's strategy and policies, the Board of Directors strives to ensure the longterm success of the Company and contribute for the sake of the community in general.

The Executive Committee comprises 7 members, and functionally organises in the following manner:

Miguel Almeida José Pedro Pereira da Costa Daniel Beato Filipa Santos Carvalho Jorge Graça Luís Nascimento Manuel Ramalho Eanes
Strategy and Business
Development
Financial and Assurance
Services
Product Corporate Secretary Quality and Transversal
Projects
People and Organisation Corporate Transformation
Center
Corporate Communication Corporate Finance Offer and Segmentation Legal Mobile Centric Customer Care,
Back-office and Processes
Corporate Solutions
Transformation Data Protection Officer Experience and Value Audit, Risk, and Compliance Fiber Centric 1&M, Technical Support, B2B Direct Sales
NOS Madeira Investor Relations and
Sustainability
CRM Market & Customer Intelligence Operations Logistics, and Terminal
Management
Corporate Channels
NOS Açores Planning and Management
Control
WOO and WTF Regulatory Information Services Contents Wholesale
Procurement Personal Sales Innovation Services Audiovisuals
Brand and Communication Cinemas
Alarms Advertising

b) Functioning

22. Availability and place where Regulations on the functioning of the Board of Directors may be viewed

The Board of Directors, at its meeting on 3 May 2022, approved its Regulations on orqanisation and functioning, which is available at

https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Regulamento%20CA_maio2022_EN.pdf

In line with the recommendations and good practices adopted by the Company, the Regulations on the organisation and functioning of the Board of Directors govern, namely, the exercise of the powers, the presidency, the frequency of meetings, the performance and the obligations' framework of the members of this governing body.

23. Number of meetings held and the attendance report of the members of the Board of Directors

In accordance with its Requlations, the Board of Directors of NOS meets at least 6 times a year and whenever is convened on the initiative of the Chairman, or by 2 directors.

During 2022, the current Board of Directors held 7 meetings, 4 hybrid (in person and by electronic means) and 3 exclusively by electronic means, and all of them had the minutes drawn up.

NAME PRESENT REPRESENTED ABSENT ATTENDANCE
(%)
Angelo Gabriel Ribeirinho dos Santos Paupério
(Chairman of the Board of Directors)
7 0 0 100
Miguel Nuno Santos Almeida 7 0 0 100
José Pedro Faria Pereira da Costa 7 0 0 100
Daniel Lopes Beato 7 0 0 100
Filipa de Sousa Taveira da Gama Santos Carvalho 7 0 0 100
Jorge Filipe Pinto Sequeira dos Santos Graça 7 0 0 100
Luís Moutinho do Nascimento 7 0 0 100
Manuel António Neto Portugal Ramalho Eanes 7 0 0 100
Ana Rita Ferreira Rodrigues 7 0 0 100
António Bernardo Aranha
da Gama Lobo Xavier
7 0 0 100
Catarina Eufémia Amorim
da Luz Tavira Van-Dúnem
7 0 0 100
Cristina Maria de Jesus Marques 7 0 0 100
Eduardo António Salvador Verde Rodrigues Pinho 4 0 0 100
João Pedro Magalhães da Silva Torres Dolores 7 0 0 100
Maria Cláudia Teixeira de Azevedo 6 1 0 100

The attendance degree of the Board of Directors in the meetings held was as follows:

(1) In office as of 21 April 2022 (4 meetings were held since that date)

24. Competent governing bodies undertaking the performance appraisal of executive directors

The Remuneration Committee is empowered to annually assess the Executive Committee, supported by an opinion issued by the Appointments and Assessments Committee.

The Board of Directors of NOS also has a rule to self-assess its procedures, as well as of its internal committees, ensuring an efficient, informed, and consistent performance with the objectives of the organisation.

25. Predefined criteria for assessing executive directors' performance

The assessment criteria for the members of the Executive Committee are totally dependent on measurable and predefined criteria, which globally consider the Company's fulfilment of the strategy and of the established goals, plans and budget, growth and wealth creation in a mid-long-term perspective.

In this scope and for further detail please refer to items 70 and 71 of this Report.

26. The availability of the members of the Board of Directors with details of the positions held at the same time in other companies within and outside the Group

The offices held by the directors in other companies, within and outside NOS Group, are submitted in the Annex to this report.

All the members of the Board of Directors are able to perform their duties with utmost diligence, quaranteeing careful management in accordance with best practices, scrupulously fulfilling their qeneral and fundamental duties.

In accordance with the Regulations of the Board of Directors inform the Chairman of the Board of Directors, that informs the other members, whenever there is a situation of a potential or an effective conflict of interests of a director, on his own behalf, on other's behalf or as determined on the Company's Code of Ethics. Such communication of conflict of interests should not be limited to the deliberation context, but should always occur whenever there are facts which might so constitute or originate a conflict between the interests at issue and the Company's interests.

In situations regarding social deliberations, as set out in the Requlations, if the Board of Directors or the director consider that there is a conflict of interest, the latter shall not participate in the discussion nor exercise their respective right to vote in the deliberations in question and, in such situations, the director in question will not receive documentation pertaining the topics where there is a conflict of interest.

In addition, at the time of their election and by 31 January of each year, all members of the Board of Directors individually complete a questionnaire on independence and applicable incompatibilities in accordance with the applicable requlations, without prejudice to the obligation to immediately report any changes to the answers to such questionnaire.

c) Committees within the board of directors

27. Details of the committees created within the Board of Directors

Considering the limits set out by law and the best corporate governance practices, the Board of Directors of NOS created and delegated to an Executive Committee the day-to-day management of the Company.

In compliance with the applicable legal or regulatory requirements, the NOS Board of Directors created internal committees always with merely ancillary duties and the resolutions to be taken only by the management body.

All Committees have internal regulations, which regulate the exercise of their functions, the presidency, the frequency of meetings, the operation and the duties of their members, namely:

Corporate Governance and Sustainability Committee
Audit and Finance Committee
Appointments and Assessments Committee
Ethics Committee

28. Composition of the Executive Committee

On 31 December 2022, NOS Executive Committee comprised the following directors:

Chairman Miguel Nuno Santos Almeida
Member José Pedro Faria Pereira da Costa
Member Daniel Lopes Beato
Member Filipa de Sousa Taveira da Gama Santos Carvalho
Member Jorge Filipe Pinto Sequeira dos Santos Graça
Member Luís Moutinho do Nascimento
Member Manuel António Neto Portugal Ramalho Eanes

The members of the Executive Committee are chosen by the Board of Directors and the Committee is made up of a minimum of 3 and a maximum of 7 directors.

29. Description of the powers of each of the committees established and a summary of activities undertaken in exercising said powers

The Board of Directors delegated to the Executive Committee the necessary powers to develop and execute the day-to-day management of the Company, as detailed in item 21 of this Report.

The powers delegated to the Executive Committee may be sub-delegated, partially or in whole, to one or more of its members or to employees of the Company.

Therefore, the Executive Committee is responsible for the day-to-day management of the Company, and comprises directors whose professional profiles ensure that they have the due reputation, competence, diversity of knowledge and experience to perform their duties.

The Board of Directors set out the rules on the composition, and delegation of management powers to the Executive Committee, which document is available at

https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Deleg_CE_2022_EN.pdf.

The members of the Executive Committee shall not perform executive management functions in companies in which the Company has no shares, without the prior consent of the Board of Directors.

4 CORPORATE GOVERNANCE REPORT

In accordance with the provisions in its Requlations, during 2022, the Executive Committee had 39 meetings, having been discussed there, among others, issues related to the activity to be performed by the Group's business units and companies, transactions approvals with related parties, approval of increase and reduction of capital in companies of the Group, execution and reimbursements of supplementary capital and shareholders loans and sale of property. Minutes from all the meetings were drafted and the attendance of the meetings was 97%.

For more detailed information related with the professional expertise to their positions by the members of the Executive Committee, refer to the Annex to this Report.

CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE

The Corporate Governance and Sustainability Committee has the duty to reflect on the governance system, structure and practices, the environmental and social sustainability, with special emphasis on the protection of human and labour rights and anti-corruption practices, and to verify its effectiveness and propose measures to the appropriate bodies with a view to improving them.

On 31 December 2022, the Corporate Governance and Sustainability Committee had the following composition:

Chairman Maria Cláudia Teixeira de Azevedo
Member António Bernardo Aranha da Gama Lobo Xavier
Member Filipa de Sousa Taveira da Gama Santos Carvalho

Its Requlations can be consulted at https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Deleg_CE_2022_EN.pdf.

The duties and powers of the Corporate Governance and Sustainability Committee are, namely, the following:

a. and procedures necessary for compliance with the applicable legal and regulatory provisions as well as those of the Articles of Association, including recommendations, opinions and best practices, both national and international, in the matter of corporate governance, rules of conduct and environmental and social sustainability;

  • b. creation of mitigation and resolution mechanisms for possible controversial situations associated with those risks;
  • c. practices relating to the Company's qovernance model and for the adoption by the Company of corporate principles and practices in matters such as:
    • i. The structure, powers and operation of governing bodies and internal committees, and their respective internal coordination;
    • ii. Requirements with regard to incompatibilities, independence, qualifications and experience, among other diversity requirements, applicable to members of the management and supervisory bodies;
    • iii. Efficient means for non-executive members of the management body to perform their duties;
    • iv. The exercising of voting rights, representation and equal treatment of shareholders;
    • v. Preventing conflicts of interest;
    • vi. The scheme applicable to executive directors, and their performance of executive duties at entities outside of the Group;
    • Transparency of corporate governance, of information to be disclosed to the market vii. and of the relationships with the investors and other Company stakeholders;
  • d. To promote and supervise, in the different hierarchical levels, the effective compliance with the Company's Code of Ethics, and also to propose to the Board of Directors measures it considers appropriate to perfect and update the said Code;
  • e. of a corporate and professional ethics culture within the Company;
  • f. business activities in matters of corporate governance, rules of conduct, and environmental and social sustainability, as well as the means of ensuring an adequately and timely flow of

information needed for all the Company's bodies and committees to exercise their powers under the law and Articles of Association;

  • In cooperation with the Appointments and Assessments Committee, establishing criteria and requirements for the profile of new governing bodies members suited to the function to be performed, including, in addition to individual attributes, such as competence, inteqrity, availability and experience, diversity requirements that contribute jointly towards the outstanding performance of these bodies and their balanced composition;
  • h. practices with regard to sustainability, proposing the guidelines of the Company's social responsibility, environmental and ethics policies, including, among others, principles and values to safequard the interests of the Company's various stakeholders, as well as overseeing and monitoring the strategic plan for environmental, social, and corporate governance sustainability and its alignment with the corporate strategy;
  • i. matters of environmental and social sustainability.

In 2022, under its competences, the Corporate Governance and Sustainability Committee met once, having been discussed in that meeting, among others, issues related with the corporate qovernance report of 2021, the assessment of the proposals made by the Board of Directors to be submitted to the approval of the General Meeting of NOS, the approval of the amendment proposal to the Code of Ethics and the proposal for the Internal Policy for Selecting Members of the Management and Supervisory Bodies, as well as evaluation of the proposal of the Code of Conduct on Prevention of Corruption and Related Offences and the proposal to amend the Regulation on the Notification of Irregularities (Whistleblowing), and to be informed of the Declaration of Commitment to Diversity and Inclusion of NOS and the Requlation of the Diversity and Inclusion Committee. Minutes from the meeting was drafted and the attendance was 100%.

AUDIT AND FINANCE COMMITTFF

The Audit and Finance Committee has the duty of assisting in the assessment of financial matters, practices and accounting policies, supervise risk control policy, and advise the Board of Directors and the Statutory Independent Audit Board in the previously mentioned matters.

On 31 December 2022, the Audit and Finance Committee had the following composition:

Chairman João Pedro Maqalhães da Silva Torres Dolores
Member Angelo Gabriel Ribeirinho dos Santos Paupério
Member Ana Rita Ferreira Rodriques
Member Cristina Maria de Jesus Marques

Its Regulations can be consulted at https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Requlamento%20CAF maio2022 EN.pdf

The powers and duties of the Audit and Finance Committee are, namely, the following:

  • To follow the activity of the Executive Committee; a)
  • b) To review the annual, half-yearly, quarterly, and similar financial statements and publish, and to report its findings to the Board of Directors;
  • c) the annual, half-yearly and quarterly results' documents;
  • d) To advise the Statutory Independent Audit Board, on behalf of the Board of Directors, on the appointment, duties and remuneration of the External Auditor;
  • e) and on the appointment and dismissal of the Internal Audit Manager;
  • To review the scope of the Internal Audit and Risk Management functions, as well as their f) relationship with the work of the External Auditor;

  • q) of risk management the reports produced within the scope of their duties and, consequently, to advise the Board of Directors on matters deemed relevant;

  • h) To oversee the Company's risk management policy, in conjunction with the Statutory Independent Audit Board, by monitoring risk control policies, identifying key risk indicators (KRI) and integrated risk assessment methodologies;
  • i) practices adopted by the Company;
  • To review transactions between the Company and shareholders of qualified holdings of 2% or j) more of voting rights ("Qualified Shareholders") and/or entities which they have any relationship pursuant to article 20 of the Securities Code, and persons or entities qualified as related parties ("Related Parties"), pursuant to Company requlations approved by the Board of Directors by proposal of the Statutory Independent Audit Board.

In 2022, under its competences, the Audit and Finance Committee had 4 meetings and discussed (i) matters related to the financing strategy, (ii) transactions with related parties, (iii) financing, planning and control, investors relationship, sustainability, and internal audit reports, (iv) quarterly and annual financial statements, and (v) press releases of earnings announcements. Minutes from the meetings were drafted and the attendance of the meetings was 100%.

APPOINTMENTS AND ASSESSMENTS COMMITTEE

The Appointments and Assessments Committee has the duty to ensure a competent and independent evaluation of the performance of the executive directors, the overall performance evaluation report for the Board of Directors and its various specialised committees, and also to ensure the timely identification of potential candidates with the necessary profile for the performance of director's duties.

On 31 December 2022, the Appointments and Assessments Committee had the following composition:

Chairman Ânqelo Gabriel Ribeirinho dos Santos Paupério
Member Ana Rita Ferreira Rodriques
Member João Pedro Magalhães da Silva Torres Dolores

Its Regulations can be consulted at https://www.nos.pt/institucional/EN/investors/corporate governance/Documents/Regulamento%20da%20CNA_maio2022_EN.pdf.

It is the responsibility of the Appointments and Assessments Committee to:

  • Assist the Board of Directors when appointing directors to be appointed by co-optation to join a) the Company's Board of Directors;
  • b) Board of Directors or Executive Committee, prepare a justified opinion, identifying persons with the profile most suited to the function to be performed, considering, in addition to individual attributes, such as competence, integrity, availability and experience, diversity requirements that contribute jointly towards the outstanding performance of these bodies and their balanced composition;
  • c) Approve and make its terms of reference available, and foster, to the extent of its powers, transparent selection processes that include effective mechanisms to identify potential candidates, and ensure that those chosen as candidates possess the highest degree of merit, are best suited to the demands of the functions to be carried out, and shall encourage suitable diversity within the organisation;
  • d) further harmonisation with the Board of Directors and the Remuneration Committee;
  • e) Within the annual process of evaluation of the Executive Committee, propose to the Remuneration Committee the criteria which will be regarded when establishing the variable remuneration, namely the individual performing goals;
  • f) Prepare an overall performance evaluation report of the Board of Directors and its various specialised committees, bearing in mind compliance with the Company's strategic plan, budget,

risk management and internal operation, and the contribution of each member of these bodies for this purpose, together with the relationship between the Company's bodies and committees;

g) Whenever requested by the Board of Directors or by the Remuneration Committee, issue an opinion on the Executive Committee's qeneral remuneration policy, as well as on the variable remuneration programs based on the allocation of NOS shares or stock options.

The Appointments and Assessments Committee shall observe the long-term interests of shareholders, investors and the general public, and, to the extent of its powers, shall contribute towards achieving social responsibility and sustainability goals.

In 2022, under its competences, the Appointments and Assessments Committee had 1 meeting. In the meeting, an evaluation proposal for the executive members of the Board of Directors and their KPls achievement was presented and discussed, as described in the Remuneration Policy by reference to the year 2021. Minutes from the mentioned meeting was drafted and its attendance was 100%.

ETHICS COMMITTEE

The Ethics Committee has the duty to disclose and monitor, with impartiality and independence, the Code of Ethics of NOS Group. This document is available at

https://www.nos.pt/institucional/PT/investidores/governo-desociedade/Documents/Codigo de Etica Geral EN EXTERNA.pdf.

It is composed by 3 members (non-executive director, Chairman of the Statutory Independent Audit Board and the director in charge of People and Orqanisation) appointed by the Board of Directors.

On 31 December 2022, the Ethics Committee had the following composition:

Chairman António Bernardo Aranha da Gama Lobo Xavier
Member José Pereira Alves
Member Luís Moutinho do Nascimento

Its Regulations can be consulted at

https://www.nos.pt/institucional/PT/investidores/governo-desociedade/Documents/Requlamento%20CdE_fev2022_EN.pdf

The Ethics Committee is responsible, inter alia, for:

  • a) its compliance, either through requests directed to the supervisors, to the People and Organisation Department or via an email created for this purpose;
  • b) in accordance with its competences;
  • c) scope of its powers;
  • d) Drawing up opinions on measures to be taken in the wake of the investigations made under paragraph b);
  • Promoting and monitoring the Code of Ethics' implementation, namely with regard to e) communication, awareness and training initiatives for employees, suppliers and partners with a view to strengthening an ethical culture;
  • f) Issuing opinions, when requested to do so, about ethics and conduct codes, or about professional ethical practices;
  • Under the proposal by any body, committee, commission or internal unit or entity of the g) Company and whenever deemed suitable, making a review of the Code of Ethics and respective procedures concerning the needs of the Company and submit it for the approval of the Corporate Governance and Sustainability Committee;
  • h) Suggesting to the Corporate Governance and Sustainability Committee policies, goals, instruments and indicators regarding the management system of corporate ethical performance;
  • Ensuring the management system of corporate ethical performance is compatible with the i) requirements of the Company's internal control system;
  • i) annual report of the relevant executed actions in corporate governance matters;

  • k)
  • l) sustainability.

In 2022, the Ethics Committee had 5 meetings, and discussed (i) a set of situations and documents, including the validation of a new Code of Conduct on Prevention of Corruption and Related Offences, (ii) made recommendations for the pursuit of a conduct guided by ethical principles, (iii) monitored the communication and training plan for employees and partners, (iv) made the balance of its activities, (v) approved activity indicators, and (vi) approved the review of the Code of Ethics in view of the legislation that designs the general schemes of prevention of corruption and protection of whistleblowers.

The Ethics Committee also held an online session called "Let's Talk Ethics", open to all employees, focused on the theme "Relationship between ethics and the promotion of the employees' mental health and wellbeing".

Minutes from the meetings were drafted and the attendance of the meetings was 100%.

III. Supervision

a) Composition

30. Details of the supervisory body

The Statutory Independent Audit Board is the Company's independent supervisory body.

The supervision of NOS, regarding the legal certification for the accounts, also includes a Statutory Auditor, who cannot be a member of the Statutory Independent Audit Board.

31. Composition of the supervisory body

The Statutory Independent Audit Board is made up of 3 members and an alternate member, elected by the General Meeting, which shall also elect its Chairman, for terms of office of 3 years.

While there is no provision in the Articles of Association requiring a minimum or maximum number of members of the Statutory Independent Audit Board should necessarily be made of 3 effective members and one alternate member per the terms of law.

The Statutory Independent Audit Board was elected at the General Meeting of 21 April 2022, for the three-year term of 2022/2024, and its term of office ends on 31 December 2024.

On 31 December 2022, the Statutory Independent Audit Board had the following composition:

FIRST APPOINTMENT
Chairman José Pereira Alves 8 May 2019
Member Patrícia Andrea Bastos Teixeira Lopes Couto Viana 25 Apr 2016
Member Paulo Cardoso Correia da Mota Pinto 21 Apr 2008
Alternate Member Ana Luísa Nabais de Aniceto da Fonte 8 May 2019

The Company considers that the composition of the Statutory Independent Audit Board, as is market practice in comparable companies, ensures the efficient execution of its functions and that this number is adequate to the dimension of the Company and to the complexity of the risks inherent to its activity. This is reinforced by the existence of the Audit and Finance Committee that, under its competences, assists, advises and supports the Statutory Independent Audit Board in several of its functions, as described above in item 29 of this Report.

32. Details of the independent members of the Statutory Independent Audit Board

The Statutory Independent Audit Board is currently comprised of 3 independent members: José Pereira Alves, Patrícia Teixeira Lopes, and Ana Fonte.

33. Professional qualifications of the members of the Statutory Independent Audit Board and other curricular information

The members of the Statutory Independent Audit Board are manifestly suitable and have academic and professional qualification and experience appropriate to the exercise of supervisory functions, and item 19 above on diversity matters are applicable to them.

In order to ensure a more assertive understanding of the effective qualifications, experience and availability of the Statutory Independent Audit Board members, the functions performed by them, as well as their academic and professional qualifications and professional activities, are in the Annex to this report.

b) Functioning

34. Rules on the functioning of the Statutory Independent Audit Board

The functioning and powers of the Statutory Independent Audit Board are established in its Regulations, reviewed and approved on 24 February 2022, which is available at https://www.nos.pt/institucional/EN/investors/corporateqovernance/Documents/Requlamento%20CF fev 2022 EN.pdf.

35. Meetings held and the attendance report of the members of the Statutory Independent Audit Board

In 2022, under its competences, the Statutory Independent Audit Board had 12 meetings and in their meetings, among other activities, it was discussed the annual and quarterly financial statements and it was made an opinion regarding it, the Group policy was assessed regarding the provision of non-audit services, the Internal Audit activity and the conclusion on the respective work of the NOS Group companies was monitored, the suitability of the activity and independence of the Internal Audit was evaluated, also being made the monitoring of the Risk Management model applied to NOS Group, the suitability of the accounting policies adopted by the Group was analysed, and it was presented the budget review suppositions and forecast. Minutes of the meetings were drawn-up.

The attendance degree of the members of the Statutory Independent Audit Board in the meetings was 97%.

36. Availability of the members of the Statutory Independent Audit Board with details of any positions held at the same time in other companies within and outside the Group

Members of the Statutory Independent Audit Board have a high degree of availability for the performance of their respective duties.

The offices held by the members of the Statutory Independent Audit Board in other companies are in the Annex to this Report.

c) Powers and duties

  1. Description of the procedures and criteria applicable to the supervisory body intervention for the purposes of hiring additional services from the external auditor

In order to ensure the independence of the External Auditor, the Statutory Independent Audit Board, according to its Regulations, has the followinq powers and duties with regard to the external audit:

  • · Selects the statutory auditing firm to be proposed to the General Meeting, with a justified recommendation on its preference for one of them;
  • · It is the main counterpart of the External Auditor and the first recipient of the relevant reports, and is responsible, inter alia, for proposing the relevant remuneration and ensuring that the proper conditions for the provision of services are provided within the Company;

-

-

- ••••••

-

-

The Statutory Independent Audit Board also decides on strategic lines and risk policy established by the management body prior to its approval and also on work plans and the resources allocated to the internal control services, annually evaluating the compliance with the Company's strategic plan and the budget and the risk management. The Statutory Independent Audit Board has mechanisms implemented that allow, periodically, monitoring and control (i) of the risk management model, (ii) of the liquidity and interest rate risk, (iii) of the current management of treasury operations and the accounting policies adopted by the Group, (iv) of the current main judicial and fiscal disputes and their possible accounting impact on the accounts, and (v) of the procedures of fraud and corruption management.

The Statutory Independent Audit Board also promotes periodic meetings with the Statutory Auditor for the purposes of monitoring the latter's work.

IV. Statutory Auditor

39. Details of the statutory auditing firm and the partner that represents said auditor

Pursuant to the Company's Articles of Association, the Statutory Auditor or Statutory Auditing Firm, effective and alternate, is elected by the General Meeting on a proposal from the Statutory Independent Audit Board.

On 31 December 2022, this governing body had the following composition:

Effective ERNST & YOUNG AUDIT & ASSOCIADOS, SROC, S.A.,
(OROC No. 178), represented by Sandra e Sousa Amorim
(ROC No.1213)
Alternate Pedro Jorge Pinto Monteira da Silva e Paiva
(ROCNo. 1258)

40. State the number of years that the statutory auditor consecutively carries out duties with the company and/or group

The Effective Statutory Auditor was elected for the first time on the 23 April 2014 General Meeting, and the Alternate at the General Meeting of 8 May 2019.

41. Other services provided to the Company

The description of other services provided by the Statutory Auditor to the Company is in items 46 and 47 of this Report.

V. External auditor

42. Details of the external auditor and the partner that represents said auditor

On 31 December 2022, they were performing the audit functions provided in article 8 of the Portuquese Securities Code:

Effective ERNST & YOUNG AUDIT & ASSOCIADOS, SROC, S.A.,
(OROC No. 178), represented by Sandra e Sousa Amorim
(ROCNo.1213)
Alternate Pedro Jorge Pinto Monteira da Silva e Paiva
(ROC No. 1258)

  1. State the number of years that the external auditor and respective partner that represents said auditor in carrying out these duties consecutively carries out duties with the company and/or group

Ernst & Young Audit & Associados, SROC, S.A. began their functions to the Company in March 2014, having consecutively served for approximately 9 years.

The effective statutory auditor, Sandra e Sousa Amorim, and the alternate, Pedro Paiva, serve for 5 and 3 years, respectively.

44. Rotation policy and schedule of the external auditor and the respective partner that represents said auditor in carrying out such duties

Neither the Articles of Association nor the internal regulations set out the periodic rotation of the External Auditor. However, the rules provided for in the Statutory Audit Bar Statute (EOROC) are applicable to the Statutory Auditor (including the respective partner), i.e., the maximum period of performance of duties by the partner of the statutory auditing firm that acts as the external auditor is 7 years and the maximum period of performance of duties by the statutory auditing company is 10 years.

45. Details of the body responsible for assessing the external auditor and the regular intervals when said assessment is carried out

The Statutory Independent Audit Board has the duty to evaluate the External Auditor on an annual basis and to propose to the relevant governing body its dismissal or termination of the contract of services where there is a valid basis for said dismissal.

To that effect, the Statutory Independent Audit Board annually fills out an assessment questionnaire regarding the External Auditor, which addresses issues such as independence, internal control, meeting periodicity, and financial reporting. In addition, and to assist in the assessment, the Chief Financial Officer (CFO) in coordination with the Financial and Assurance Services and the External Auditor itself also fill out questionnaires.

  1. Services, other than auditing, carried out by the external auditor for the company and/or companies in a control relationship and an indication of the internal procedures for approving the contracting of such services and a statement on the reasons for said contracting

In 2022, the following non-audit services were hired by NOS or its subsidiaries:

  • a) Review of financial statements with a limited level of assurance, which includes, inter alia, limited reviews of quarterly, half-yearly or other period accounts;
  • b) procedures related to securities;
  • c) Audit to the Social Responsibility and Sustainability Reports;
  • d) Other certifications not required by law or by the Company's Articles of Association.

The provision of such services does not constitute a threat to the independence of the External Auditor nor does it fall within the prohibited services provided for in article 5(1) of Requlation (EU) no. 537/2014 of the European Parliament and of the Council of 16 April 2014 and, given the nature of the services concerned, there are efficiency gains which justify its provision by the External Auditor.

  1. Details of the annual remuneration paid by the company and/or legal persons in a control or group relationship to the auditor and other natural or leqal persons pertaining to the same network and the percentage breakdown relating to the following services

In 2022, NOS Group (the Company and companies controlled by or in a group relationship with the Company) paid, as fees to NOS Statutory Auditor and External Auditor (Ernst & Young, S.A. (E&Y), and to its group of companies), the following amounts:

By the Company* 72 967 %
Amount of the accounting services (€) 61 067 84%
Amount of the reliability assurance services (€) 11 900 16%
By entities that are included in the group* 193 602 %
Amount of the accounting services (€) 188 802 98%
Amount of the reliability assurance services (€) 4 800 2%
Total 266 569 %
Amount of the accounting services (€) 249 869 94%
Amount of the reliability assurance services (€) 16 700 6%

* Including individual and consolidated statements

During 2022, the non-audit services represented -2% of the statutory audit fees of the last 3 financial years. The Statutory Independent Audit Board receives and reviews the information on the fees and services provided by the External Auditor on a quarterly basis.

C. Internal organisation

I. Articles of association

48. The rules governing amendment to the articles of association

Amendments to the Articles of Association, including those concerning share capital increases, always depend on shareholder's resolutions, in which must be presented, in case of first call, at least 50% of the shareholders.

Such resolutions are taken by the majority provided for by law, which consists of two thirds of the votes cast, except on a second call if the shareholders holding at least half of the share capital are present or represented, in which case these resolutions can be taken by a majority of the votes cast.

II. Notification of irregularities

49. Notification means and policy of irregularities

NOS has mechanisms for detecting and preventinq irreqularities seen in the following policies:

  • The Code of Ethics https://www.nos.pt/institucional/PT/investidores/governo-desociedade/Documents/Codigo de Etica Geral EN EXTERNA.pdf;
  • · The Code of Conduct on Prevention of Corruption and Related Offences https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Codiqo%20de%20Conduta%20de%20Prevencao%20de%20Corr upccao%20e%20Infracoes%20Conexas EN.pdf;
  • The Requlation on the Notification of Irreqularities (Whistleblowing) https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Regulamento%20Comunicacao%20de%20Irreqularidades fev202 2 EN.pdf:
  • · The Plan for the Prevention of Risks of Corruption and Related Offences

4 CORPORATE GOVERNANCE REPORT

https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/NOS_Plan-for-the-Prevention-of-Corruption_pub.pdf;

• The internal control and risk management at NOS, described in further detail in items 50 and following of this Report.

The mentioned Codes and Regulation are applicable to all members of the governing bodies and employees of NOS Group (Employees), as well as all to those who represent NOS (Partners), with the necessary adaptations, and to any person or entity providing services, temporarily or permanently, to the NOS Group (Suppliers).

Any clarification related with the Codes or Regulation mentioned above can be sent, in writing, via email to [email protected] (the information exchanged under this scope shall be treated as confidential).

Any evidence of irregularities should be reported in writing, marked as "confidential", via letter to the postal address created exclusively for this purpose – Apartado 4035, Loja CTT Senhora da Hora, 4461901, Senhora da Hora, or via email to [email protected], the chosen reporting method being at its author's discretion. Any communication of Irregularities shall be treated as confidential, unless the author expressly and unequivocally requests otherwise. In any case, no reprisal or retaliation will be tolerated against those who, in good faith and on serious grounds, make the mentioned communications.

Communications are received, recorded, and processed by the independent Internal Audit and later forwarded to the Statutory Independent Audit Board or Ethics Committee, in accordance with the nature of the situation. All situations related with corruption or related offences are sent to the Statutory Independent Audit Board, an independent supervisory body. All other irregularities (such as, improper behaviour situations or conflicts of interest) are sent to the Ethics Committee, which include an independent member in its composition. Where it is necessary, external auditors or other experts can be hired to assist in the investigation, when the specific nature of the matters in question so justifies it.

III. Internal control and risk management

  1. Individuals, bodies or committees responsible for the internal audit and/or implementation of the internal control systems

The internal control and risk management system at NOS consists of various key parties with the following responsibilities and goals:

BODY / COMMITTEE / AREA RESPONSIBILITIES
Board of Directors - Define and approve the strategy and main policies of NOS, including the Risk Management Policy
- Decide on the matters which are to be deemed as strategic in view of their amount, risk or special characteristics
Supervise the internal control and risk management system within NOS, and delegate its creation to the Executive Committee
Executive Committee Create and ensure the functioning of the NOS internal control and risk management system, using the powers delegated by the Board of Directors
Discuss and appore the risk assumption objectives, included to pare the NOS strategic pars and risk management policis in order on successed in
with those objectives, and respect the strategies and policies established by the Board of Directors
Make proposals to the Board of Directors on matters pertaining to NOS internal control and risk management which are considered strategic
Areas Implement the introls and risk management specific to each department of the NOS business units, as part of their responsibility in the corporate or functional processes
Form specific risk nature in the committees or volking teams, neessary of the development programmes. These may include an Eacutive Committee officer, a
Steering Committee of Directors and various Pivots/Champions representing the business units
Risk and Compliance Promote awareness, measurement and management of business risks that interfere with the achievement of objectives and the creation of value for NOS
Contribute with tools, methodologies, support and know-how for the different areas
Promote and monitor the implementations of programment of bring risk levels closer to the acceptable linits established by the Company's management
Internal Audit Assess risk exposure and check of the management, of the mail controls on business processes and informations systems, including risks related with ethis and
prevention of corruption
- Propose measures to improve internal controls, to achieve more effective management of business and technological risks
Montor changes in isk exposure associated with the audits and report of the Statutory heependent fudit Board egating hees maters
Analyse and investigations of inegularites sent throughts chames or whenever requested, within the essective compense of the Staturer Independent Audi
Board or by the Ethics Committee
Assist the NOS Complance Office during the execuse to the adopton and impementation of the Code of Conduct on Prevention of Compion and Reated Offeres and the
compliance programs arising therein
External Audit (Statutory Auditor) - Check the effectiveness and functioning of intechanisms and report the weaknesses identified to the Statutory Independent Audit Board
Audit the Company's accounts, issue the corresponding legal certification for the accounts and an audit report, as part of its public interest unctions
Statutory Independent Audit Board
(Independent Supervisory Body)
Evaluate the Inctioning of the internal control and the internal audit system as the indepent supersion yoor with legal and statures mates
- Give an opinion on the work plan and the resources allocated to the Internal Audit services
Serve as the main spaces on or the Exernal of the reports and be responsible for proposing emaneration and ensuing that suiting that suiting the promance
of these External Audit services
Annually asses the External Audit and propose the termination of their service provision agement book, whenever justified gounds exist of this purpose
Prior to its final approval by the Board of Directors, pronounce itself on the Risk Management Policy
Assess the degree of internal consistent in paticular as the ecopent of (i) the eports on the Etternal Audit sassesment of the internal control system and (ii)
the annual report on the Internal Control Manual prepared by NOS
Receive, ecod and oncess the commissions of regularies and essented the nemal Audi, as vell as with the support of the commissions of
other NOS internal or external units or entities within their competence
Assess and give an opinion as an independent supervisory body on themes of ethics and prevention of corruption
Audit and Finance Committee As a specialised committee, advertism on certain matters, including those realing to the Erremal Audi, htemal Audi, and Riskance, heely reinocing, in a
complementary manner, the monitoring of these matters which is carried out by the Statutory Independent Audit Board

51. Organisational structure, of hierarchical and/or functional dependency in relation to other bodies or committees of the company

The hierarchical and functional relationships are as follows:

  • The Internal Audit and the Risk and Compliance report hierarchically to the NOS Executive Committee, specifically to the CCO (Chief Compliance Officer).
  • · The Internal Audit and Risk and Compliance (this in the Internal Control area) functionally report to the NOS Statutory Independent Audit Board, which, as an independent supervisory body with legal and statutory responsibility for assessing the functioning of the internal control and risk management systems and the internal audit system, shall receive the corresponding reports and must give an opinion on the work plan and resources allocated to the Internal Audit services, proposing the necessary adjustments. The supervisory body shall evaluate the degree of internal compliance and the performance of the risk management system, in particular by receiving the reports on the External Audit assessment of the internal control system. In addition, the supervisory body should also receive the annual report on the Internal Control Manual (including indicators on effectiveness, coverage, etc.), as well as other reports that may be deemed relevant, made by the Internal Audit or the Risk and Compliance, in matters such as accounting, identification or settlement of conflicts of interest and detection of possible irregularities. From the assessments and reports previously mentioned, the Audit, Risk and Compliance functions or other organisation areas, as applicable, may need to adjust the internal control and risk management systems to be implemented by the management bodies or other bodies. The Internal Audit also supports the Statutory Independent Audit Board in the reception, recording and processing of communication of Irregularities received by NOS, in line with the provisions in the Regulation on the Notification of Irregularities (Whistleblowing).
    • The Internal Audit and the Risk and Compliance (this in the Internal Control area) also report functionally to the NOS Audit and Finance Committee, as the specialised committee that advises the Board of Directors on certain matters, including those concerning the Audit and Risk and Compliance functions, thus reinforcing, complementarily, the supervision of these matters already carried out by the Statutory Independent Audit Board.
  • · The Internal Audit supports the NOS Ethics Committee, in its capacity as the committee responsible for overseeing and maintaining the Code of Ethics, for monitoring its implementation and for ensuring that all Employees comply with it.
  • · The Risk and Compliance should coordinate the NOS Security & Privacy Team, as the core team responsible for coordinating security, privacy and continuity programmes.

With regards to the internal control and risk management system monitoring at NOS, it is also important to highlight the way in which the Board of Directors intervenes in the establishment of risk assumption objectives and its fulfilment as a management body:

  • · The Board of Directors discusses and approves the Risk Management Policy proposed by the Executive Committee. Prior to its final approval by the Board of Directors the Statutory Independent Audit Board assesses and pronounces itself on this policy.
  • · The Board of Directors discusses and approves the Company's strategic plans proposed by the Executive Committee and these plans do not exceed the risk assumption limits.
  • The Executive Committee ensures the functioning of the organisation's internal control and risk management system, using the powers delegated by the Board of Directors.
  • . In any case, the responsibility to decide on matters which should be regarded as strategic by virtue of their value, risk or particular characteristics is still of the Board of Directors (not delegated in the Executive Committee).
  • · The Board of Directors receives the relevant reports arising from the Risk Assessments from the Executive Committee, this being a periodic control mechanism to ensure that the risks effectively incurred by the Company are consistent with those objectives established by the Board of Directors as a management body.

The remaining responsibilities in the creation, functioning and periodic assessment of the internal control and risk management system are set out in the Regulations of the respective Company's bodies or committees.

-

  • •••••••

-

  • •••••

-

•••

-

- ••

  • b) yearly and annual results, as well as on any relevant facts that occur;
  • providing full explanations to the financial community in general - shareholders, investors c) (institutional and private) and analysts -, also assisting and supporting shareholders in the exercise of their rights;
  • d) organising regular meetings between the executive management team and the Department itself with the financial community through attendance at specialised conferences and by holding roadshows both in Portugal and in the main international financial markets and frequently meeting with investors who are visiting Portugal;
  • e) with the various Departments and business areas;
  • f) monitoring the implementation of the sustainability strategy in cooperation with the owners of the different initiatives through an ESG Scorecard, with KPIs associated with the performance and milestones achieved. This tool allows the regular registration and communication of the strategy implementation with the Executive Committee and the Board of Directors of NOS;
  • quarterly, promoting the Sustainability Forum, with the main goal of promoting information and g) experience exchange of the initiatives associated with the implementation of the sustainability strategy. The Forum has members of the Executive Committee and Directors and/or representatives of the areas with the most impact on the ESG strategy and performance;
  • h ) in its functions of supervising business activities in matters of corporate governance, rules of conduct, and environmental and social sustainability.

In 2022, the main capital market events in which the Investor Relations and Sustainability Department participated were:

DATE EVENT
2 Feb. Santander Iberian Conference
24 Mar Citigroup Communications Conference
7 Apr Roadshow
7 Sep CaixaBank Iberian Conference
9 Sep Goldman Sachs Communacopia
9 Nov JBCM Iberian Conference
16 Nov Morgan Stanley TMT Conference
6 Dec ESN Conference

Information requests can be sent to the Investor Relations and Sustainability Department, through the following contacts:

Rua Actor António Silva, n.º 9 1600 - 404 Lisbon (Portugal) Tel. +(351) 21 782 47 25 Fax: +(351) 21 782 47 35 Email: [email protected]

57. Market relations representative

NOS representative for market relations is Maria João Carrapato, Investor Relations and Sustainability Director.

58. Data on the extent and deadline for replying to the requests for information received throughout the year or pending from preceding years

NOS has a record of all enquiries and their processing, all of which have been immediately or dealt with within the maximum period of 24 business hours.

It is to be noted that, as of 31 December 2022, there were no enquiries unanswered.

V. Website

59. Address

NOS offers all legal, financial, and governance information on its website www.nos.pt.

60. Place where information referred to in article 171 of the Portuguese Companies Code is available

Information related to article 171 of the CSC can be found in the "Legal Identification" tab of NOS website https://www.nos.pt/institucional/EN/investors/corporate-governance/Pages/default.aspx.

61. Place where the articles of association and requlations on the functioning of the bodies and/or committees are available

  • Articles of Association of the Company .
  • https://www.nos.pt/institucional/EN/investors/corporateqovernance/Documents/Estatutos NOS%20SGPS ENG abril 2022 .pdf.
  • Regulations of the Board of Directors .
  • https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Requlamento%20CA_maio2022_EN.pdf
  • · https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Requlamento%20CF_fev_2022_EN.pdf
  • · Composition, Operation, and Delegation of Powers of the Executive Committee
  • · https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Deleg CE 2022 EN.pdf
  • · Requlations of the Corporate Governance and Sustainability Committee
  • · https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Requlamento%20CGS S maio2022 EN.pdf
  • Requlations of the Audit and Finance Committee
  • https://www.nos.pt/institucional/EN/investors/corporate-.

qovernance/Documents/Requlamento%20CAF_maio2022_EN.pdf

  • Ethics Committee Regulations
  • · https://www.nos.pt/institucional/PT/investidores/governo-desociedade/Documents/Regulamento%20CdE_fev2022_EN.pdf
  • https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Regulamento%20Transacoes%20com%20Partes%20Relacionadas %202022_EN.pdf
  • · Remuneration Committee Requlation https://www.nos.pt/institucional/EN/investors/corporategovernance/Documents/Requlamento Comissao de%20Vencimentos 20230306 EN.pdf

  • Place where information is available on the names of the governing bodies' members, the market relations representative, the investor assistance office or comparable structure, respective functions and contact details

The identity of the members of the NOS governing bodies are in the "Board of Directors", "Executive Committee", "Remuneration Committee", "Board of the General Meeting", "Statutory Independent Audit Board", and "Statutory Auditor" tabs at the website

https://www.nos.pt/institucional/EN/investors/corporate-governance/Pages/default.aspx

The market relations representative, as well as the investor assistance office contacts or comparable structure, functions and contact details are available at

https://www.nos.pt/institucional/EN/investors/contacts/Pages/contacts.aspx

  1. Place where the documents are available and relate to financial statements reporting, which should be accessible for at least 5 years and the half-yearly calendar on corporate events that is published at the beginning of every six months, including, inter alia, general meetings, disclosure of annual, half-yearly and where applicable, quarterly financial statements

The financial statements, as well as the calendar of corporate events, can be found at NOS website

https://www.nos.pt/institucional/EN/investors/nos-in-numbers/Pages/results.aspx

https://www.nos.pt/institucional/EN/investors/investors-calendar/Pages/default.aspx

  1. Place where the notice convening the general meeting and all the preparatory and subsequent information related thereto is disclosed

The notice convening the General Meeting and all the preparatory and subsequent information related thereto is disclosed at the website https://www.nos.pt/institucional/EN/generalmeeting/notices/Pages/General-Meeting-2022.aspx

  1. Place where the historical archive on the resolutions passed at the company's general meetings, share capital and voting results relating to the preceding 3 years are available

The historical archive on the resolutions passed at the Company's qeneral meetings, share capital and voting results are available at NOS website

https://www.nos.pt/institucional/EN/general-meeting/notices/Pages/archive.aspx

D. Remuneration

l. The power to establish

66. Respective details

The Remuneration Committee has the power to, namely, set the remuneration of the members of the Board of the General Meeting, of the Board of Directors (including the Executive Committee), and of the Statutory Independent Audit Board, with the members of these two latter bodies corresponding to managers ('dirigentes') of NOS.

II. Remuneration Committee

67. Composition of the Remuneration Committee

The Remuneration Committee is composed by 2 members, independent from the Company's management and appointed in the General Meeting.

This Committee monitors and assesses, on an ongoing basis and with the support of the Appointments and Assessments Committee, the performance of the directors, measuring if the objectives were achieved, and meets whenever necessary.

On 31 December 2022, the Remuneration Committee had the following composition:

Chairman José Fernando Oliveira de Almeida Côrte-Real
Member Mário Filipe Moreira Leite da Silva

In 2022, the Committee met 3 times, having decided on the achievement of KPIs by the Company in 2021 and on the definition of KPIs and respective objective values for 2022, regarding the variable remuneration policy applicable to executive members of the Board of Directors, as well as remuneration matters of the members of the management and supervisory bodies for the 2022-2024 term of office. From these meetings, the respective minutes were drawn up.

During 2022, the Remuneration Committee did not hire any advisory services to help comply with their mission, without prejudice to doing so, freely, whenever it deems necessary or convenient to carry out its duties, since the Company provides to the members of the Remuneration Committee permanent access, at the Company's expense, to external advisors specialised in various areas, whenever the Committee needs it. Those external advisors shall be chosen by the Remuneration Committee, which ensures such services are provided independently by advisors who do not provide other services to the Company or to other Group companies.

68. Knowledge and experience by members

The members of the Remuneration Committee hold a vast and recognised management experience, namely in listed companies, having the necessary knowledge to handle and decide on all matters of their duties, including remuneration policy.

The functions performed by the members, as well as their academic and professional qualifications and professional activities, are in the Annex to this Report.

III. Remuneration structure

69. Description of the remuneration policy

In the NOS General Meeting on 21 April 2021, where the Remuneration Committee was present in order to provide information or clarifications to shareholders, the proposal made by the Remuneration Committee on the remuneration policy for NOS management and supervisory body members was approved by a majority of 97.20% of the votes of the shareholders present, which is available at

https://www.nos.pt/institucional/EN/generalmeeting/Documents/Proposta Ponto 4 ENG 2021.pdff. NOS remuneration policy is based on the following principles:

  • Remuneration within governing bodies takes into consideration, amongst other factors, the professional profile of the individual member, the nature of the duties to be performed, competencies of the governing body and the individual, as well as performance, both on an individual and corporate level;
  • b) Remuneration within governing bodies shall appropriately take into account the Company's structure, size, financial position and the complexity of the challenges it faces;
  • c) Remuneration of the members of the governing bodies shall follow a model comprising a fixed component, applicable to the members of all governing bodies, and a variable component, applicable only to executive directors;
  • d) Remuneration within governing bodies, in particular that of executive directors, shall take into account the employment terms and remuneration of full-time (or equivalent) employees throughout the Company. This is to ensure that there is consistency and equity relating to remuneration, in terms of respective qualifications, responsibilities, experience and any specific risk associated with the function;
  • e) The balance of fixed and variable components of executive directors' remuneration shall be aligned with long-term corporate objectives of the Company;
  • f) The variable remuneration shall be capped, and include a component that rewards directors for both their individual performance and that of the Company. It will also include a long-term component that reinforces the bond between executive directors and the Company, by aligning their interests with those of the shareholders and emphasising the importance of their performance to the overall success of the Company;
  • q) the variable component of remuneration for the executive members of the Board of Directors;
  • h) Benchmarking against those applied by comparable companies in the global market, to guarantee alignment with market recommendations and best practices;
  • i) Clarity and transparency, namely through its publication on the Company's website.

Under the NOS remuneration policy:

  • i. The non-executive members of the Board of Directors, as they are not responsible for carying out the defined strategies in a daily basis, only receive a fixed component of remuneration;
  • ii. The members of the Statutory Independent Audit Board only receive a fixed component of remuneration;
  • iii. with the law;
  • iv. The executive directors' total remuneration includes a fixed component, serving as the "base" remuneration, and a variable component (profit sharing and/or allocation of shares).

The profit sharing can be proposed to shareholders by the Board of Directors. After assessment of the total amount to be distributed, the amount to be received by each member will also depend on alignment with the results.

The Share Allocation Plan (NOS Plan), applicable to executive directors aims to (i) ensure the alignment of individual interests with company goals and NOS' shareholders' interests, awarding goal achievement, which foresees sustainable value creation, as well as (ii) the strengthening of loyalty mechanisms.

NOS remuneration policy does not provide any adjustment mechanisms (clawback or malus).

During 2022, the NOS remuneration policy in force was strictly complied with, without any deviation or exemption.

70. Remuneration structure and alignment of interests

In proportion, the annual remuneration of the executive directors in 2022 was the following:

Total Remuneration

Where "STVR" corresponds to short-term variable remuneration and "MTVR" corresponds to medium-term variable remuneration

Complying with the NOS remuneration policy principles, the total variable remuneration of the executive directors is calculated using an individual performance qualifier indicator, with a 30% weight, and the NOS performance, measured through (collective) business indicators - Key Performance Indicators (KPI) - previously established, with a 70% weight, which in 2022 corresponded to the following:

    1. EBITDA:
    1. Consolidated operational Free Cash Flow;
  • Consolidated business volume; and 3.
    1. Net Promoter Score (NPS).

The NOS remuneration policy structure is based on a model in which initiative and competence are considered essential foundations for good performance, and that it should be aligned with a sustainable strategy considering the medium- and long-term interests of the Company, and those of its stakeholders. It also discourages risk behaviours, to the extent that it is related with performance assessment.

Additionally, the implementation and execution of the Strategic Plan approved by the Board of Directors is integrated in the evaluation of the executive directors, including goals related with ESG, in its ethic, social, environmental, and governance aspects, strategic factors considered to be inseparable from the development of the organisation and the business.

71. Variable component and performance

The variable remuneration of the executive directors comprises:

1. Profit Sharing or Short-Term Variable Bonus (STVR)

This component is equivalent to 50% of the total variable bonus and is paid in cash in the 1* semester following the year to which it relates. After assessing the total amount of profits to be distributed (in line with the overall results of the Company), the Remuneration Committee, in coordination with the Appointments and Assessments Committee, defines the amount to be received by each member. The STVR aims to establish a link between the total amount of bonus awarded and performance, on an individual and a collective level.

This component may only be proposed for approval by the General Meeting if the Company's financial year results so permit it. Since the criteria for awarding variable remuneration are linked to the Company's performance, in this way compliance with those criteria can be ensured.

2. NOS Plan or Medium-Term Variable Bonus (RVMP)

This component is equivalent to 50% of the total variable bonus and is allocated in the 1st semester following the year to which it relates, after approval by the Remuneration Committee. The aim of this bonus is to ensure the alignment of individual interests with company goals and NOS' shareholder interests, awarding goal achievement, which foresees sustainable value creation.

The remuneration awarded in 2022 through the NOS Plan was deferred over a period of 3 years, making the transformation of rights awarded under the NOS Plan in 2022 conditional upon positive Company results, which requires compliance with the following additional condition:

The consolidated net situation in the year n+3, excluding any extraordinary movements occurred after the end of year n, and discounting an amount for each financial year correspondent to a pay-out of 40% on the net profit in the consolidated accounts of each year of the deferral period (irrespectively of the effective pay out), must be higher than the one calculated found at the end of financial year n. Extraordinary movements, in the period between year n and n+3, include capital increases, purchase or sale of own shares, extraordinary dividends, annual pay-out other than 40% of the consolidated profit of the respective business year or other movements that affect the net situation but do not arise from the Company's operating profits. The net position of the year n+3 should be determined based on the accounting rules used in year n, to ensure comparability.

The value of the variable components (including the NOS Plan), when the allocation is decided by the Remuneration Committee, has no minimum limit and is limited to a maximum amount of 120% with regard to the fixed remuneration.

There are no contracts with quaranteed minimums for the variable remuneration, reqardless of the Company's performance, nor are there any contracts to mitigate the inherent risk of the variable remuneration.

72. Deferral of the payment of the variable remuneration

See item 71 above.

73. Allocation of variable remuneration on shares

See item 71 above.

There are no hedging or risk transfer concerning a predefined amount of the total annual remuneration of the executive directors. Consequently, the risk underlying the corresponding variability of the remuneration is not mitigated.

74. Allocation of variable remuneration in options

No remunerations based in options are implemented for directors.

75. Annual bonuses and other non-financial benefits

In 2022, no non-financial benefits were given, with the exception of health insurance and personal accidents awarded to the executive directors, in line with the general policy of the Group applicable to the other employees and which terms and values fall within market practices.

76. Supplementary pensions or retirement schemes

There are neither supplementary pensions nor early retirement schemes for directors.

IV. Remuneration disclosure

77. Remuneration paid to directors

During the course of 2022, the director's remuneration was as follows:

Name Fixed Remuneration Profit-sharing 1019
Remuneration
(€) (€) (E)
Executive Directors
Miguel Nuno Santos Almeida (CEO) 675 000 347 113 1 022 113
José Pedro Faria Pereira da Costa (CFO) 437 500 216 894 654 394
Jorge Filipe Pinto Sequeira dos Santos Graça 340 000 169 144 509 144
Luís Moutinho Nascimento 350 000 182 631 532 631
Manuel António Portugal Ramalho Eanes 390 000 196 119 586 119
Daniel Lopes Beato 207 615 89 438 297 053
Filipa de Sousa Taveira da Gama Santos Carvalho 200 000 88 219 288 219
Non-Executive Directors
Ángelo Gabriel Ribeirinho Santos Paupério 225 000 225 000
(Chairman of the Board of Directors)
António Domingues (1) 30 463 30 463
António Bernardo Aranha da Gama Lobo Xavier 80 000 80 000
Catarina Eufémia Amorim da Luz Tavira Van-Dúnem 65 000 65 000
João Pedro Magalhães da Silva Torres Dolores 92 500 92 500
Joaquim Francisco Alves Ferreira de Oliveira (1) 22 847 22847
Maria Cláudia Teixeira de Azevedo 72 500 72 500
Ana Rita Ferreira Rodrigues 92 500 92 500
Cristina Maria de Jesus Marques 76593 76 593
José Carvalho de Freitas (1) 22847 22847
Eduardo António Salvador Verde Rodrigues Pinho (2) 45 290 45 290

(1) End of term of office on 21/04/2022

(2) Eduardo António Salvador Verde Rodrigues Pinhobegan its term of office on 21/04/2022

In 2022, under the NOS Plan, as MTVR (1), the number of shares attributed to each executive director is detailed as follows:

Name No. of Shares
Miguel Nuno Santos Almeida (CEO) 104 379
José Pedro Faria Pereira da Costa (CFO) 65 221
Jorge Filipe Pinto Sequeira dos Santos Graça 50 862
Luís Moutinho Nascimento 54 919
Manuel António Portugal Ramalho Eanes 58 974
Daniel Lopes Beato 26 894
Filipa de Sousa Taveira da Gama Santos Carvalho 26 528

(1) The number of attributed shares was determined on the basis of the average closing price in the 15 sessions preceding 31 March 2022 and approved by the Remuneration Committee.

In 2022, the total variable component of the executive directors' remuneration was calculated using the achievement of (collective) business indicators, with 70% weight, as follows:

KPI (collective) Relative weight (%)
EBITDA 17.50%
Consolidated Operational Free Cash Flow 17.50%
Consolidated business volume 17.50%
Net Promoter Score (NPS) 17.50%

Furthermore, the achievement of individual performance qualitative performance indicators, which had a 30% weight in the calculation of the total variable remuneration, was taken into account.

i) Annual variable remuneration of the directors, the Company's performance, and the average remuneration of employees

The variation of the annual remuneration of the directors, the Company's performance, and the average remuneration of full-time (or equivalent) employees, excluding the management and supervisory bodies for the 2018-2022 period is as follows:

Annual Variation (%) 2018 vs. 2019 vs 2020 vs 2021 vs 2022 vs
Name 2017 2018 2019 2020 2021
Miguel Nuno Santos Almeida (CEO) -1,24% 4,84% 1,82% -0,67% 8,22%
José Pedro Faria Pereira da Costa (CFO) -0,92% 1,71% -0,60% -3,13% 1,47%
Jorge Filipe Pinto Sequeira dos Santos
Graça (1)
N/A 7,52% 3,78% -0,67% 7,75%
Manuel António Portugal Ramalho Eanes -1,24% 6,38% 2,96% -0,67% 6,95%
Luís Moutinho Nascimento (2) N/A N/A 7,16% -0,67% 4,38%
Daniel Lopes Beato (3) N/A N/A N/A N/A N/A
Filipa de Sousa Taveira da Gama Santos
Carvalho (3)
N/A N/A N/A N/A N/A

(1) Jorge Graça began its term of office on 26/04/2016

(2) Luís Nascimento began its term of office on 29/06/2017

(3) Daniel Beato and Filipa Carvalho began their term of office on 15/01/2021. Due to the variable remuneration being only paid in the following year, it is not possible to compare the remunerations

ii) Annual variation of the remuneration of the non-executive directors:

Annual Variation (%)
Name
2018 vs
2017
2019 vs
2018
2020 vs
2019
207 VS
2020
2022 vs
2071
Angelo Gabriel Ribeirinho Santos Paupério
(Chairman of the Board of Directors) (3)
0,00% 0,00% 67,14% 19,66% 50,00%
Ana Rita Ferreira Rodrigues (4) N/A N/A N/A N/A 16,83%
António Domingues (2) (6) N/A N/A 29,22% 12,56% N/A
António Bernardo Aranha da Gama Lobo
Xavier
0,00% 0,00% 10,71% 5,38% 14,29%
Catarina Eufémia Amorim Da Luz Tavira
Van-Dúnem
0,00% -7,65% 11,10% 6,33% 8,33%
Cristina Maria de Jesus Marques (4) N/A N/A N/A N/A 5,60%
Joaquim Francisco Alves Ferreira de
Oliveira (6)
N/A -7,65% 11,10% 6,33% N/A
João Pedro Magalhães da Silva Torres
Dolores (1)
0,00% 0,00% 23,36% 16,70% 16,83%
José Carvalho de Freitas (4) (6) N/A N/A N/A N/A N/A
Maria Cláudia Teixeira de Azevedo 0,00% -7,65% 11,10% 6,33% 20,83%
Eduardo António Salvador Verde
Rodrigues Pinho (5)
N/A N/A N/A N/A N/A

(1) Beginning of term of office on 26-04-2016

(2) Beginning of term of office on 01-03-2017

(3) Appointed Chairman of the Board of Directors on 27/01/2020

(4) Beginning of term of office on 23-03-2020

(5) Beginning of term of office on 21-04-2021

(6) Ending of term of office on 21-04-2021

The following table shows the percentage annual variation of the NOS performance goals (on a consolidated basis) between 2018 and 2022:

( Company performance(%)
EBITDA 1.3% 2.8% -5.7% 2.5% 5,4%
Revenue 0.5% 1.2% 4.6% 6.3%

The table below shows information on the evolution of the NOS employees' average remuneration since 2018 until 2022:

Average remuneration of full-time
employees (%)
2018 vs ======================================================================================================================================================================
2017
2018 2019 vs
2019
2021 vs
2020/
2022 vs
2021
1.9% -0.2% 0.5% 2.5%

Employees' average remuneration calculated based on the average target remuneration, of full-time employees, at the company on 31 December of each year, excluding directors, trainees, and workers in the cinema area, in all companies which are controlled in more than 50% by NOS.

4 Corporate Governance Report

Due to the condition mention it and in the normer of rights ganted freared to as "Shares Mocated" (efered to as "Shares Delivered" below to the exective directors is as follows:

Name Share Plan Conditions Information on Reported Financial Year
(Position / Job) Plan Period of the Plan Allocation Date Maturity Date End of Retention
Period
No. of Allocated
Shares(2)
No. of Shares Delivered (1)(3)
Miguel Nuno Santos
Almeida (CEO)
2019/2022 01/04/2019 - 31/03/2022 01/04/2019 31/03/2022 31/03/2022 63 287 78 075
2020/2023 01/04/2020 - 31/03/2023 01/04/2020 31/03/2023 31/03/2023 121 256
2021/2024 01/04/2021 - 31/03/2024 01/04/2021 31/03/2024 31/03/2024 116 503
2022/2025 01/04/2022 - 31/03/2025 01/04/2022 31/03/2025 31/03/2025 104 379
2019/2022 01/04/2019 - 31/03/2022 01/04/2019 31/03/2022 31/03/2022 46 806 57 743
José Pedro Faria Pereira 2020/2023 01/04/2020 - 31/03/2023 01/04/2020 31/03/2023 31/03/2023 84 940
da Costa (CFO) 2021/2024 01/04/2021 - 31/03/2024 01/04/2021 31/03/2024 31/03/2024 75 630
2022/2025 01/04/2022 - 31/03/2025 01/04/2022 31/03/2025 31/03/2025 65 221
2019/2022 01/04/2019 - 31/03/2022 01/04/2019 31/03/2022 31/03/2022 30 324 37 410
Jorge Filipe Pinto 2020/2023 01/04/2020 - 31/03/2023 01/04/2020 31/03/2023 31/03/2023 60 730
Sequeira dos Santos 2021/2024 01/04/2021 - 31/03/2024 01/04/2021 31/03/2024 31/03/2024 58 352
Graça 2022/2025 01/04/2022 - 31/03/2025 01/04/2022 31/03/2025 31/03/2025 50 862
2019/2022 01/04/2019 - 31/03/2022 01/04/2019 31/03/2022 31/03/2022 30 324 37 410
Luís Moutinho do 2020/2023 01/04/2020 - 31/03/2023 01/04/2020 31/03/2023 31/03/2023 65 572
Nascimento 2021/2024 01/04/2021 - 31/03/2024 01/04/2021 31/03/2024 31/03/2024 63 004
2022/2025 01/04/2022 - 31/03/2025 01/04/2022 31/03/2025 31/03/2025 54 919
2019/2022 01/04/2019 - 31/03/2022 01/04/2019 31/03/2022 31/03/2022 35 819 44 189
Manuel António Portugal 2020/2023 01/04/2020 - 31/03/2023 01/04/2020 31/03/2023 31/03/2023 70 414
Ramalho Eanes 2021/2024 01/04/2021 - 31/03/2024 01/04/2021 31/03/2024 31/03/2024 67 657
2022/2025 01/04/2022 - 31/03/2025 01/04/2022 31/03/2025 31/03/2025 58 974
2019/2022 01/04/2019 - 31/03/2022 01/04/2019 31/03/2022 31/03/2022 5 407 6670
2020/2023 01/04/2020 - 31/03/2023 01/04/2020 31/03/2023 31/03/2023 13 002
Daniel Lopes Beato 2021/2024 01/04/2021 - 31/03/2024 01/04/2021 31/03/2024 31/03/2024 12 507
2022/2025 01/04/2022 - 31/03/2025 01/04/2022 31/03/2025 31/03/2025 26 894
2019/2022 01/04/2019 - 31/03/2022 01/04/2019 31/03/2022 31/03/2022 6422 7923
Filipa de Sousa Taveira 2020/2023 01/04/2020 - 31/03/2023 01/04/2020 31/03/2023 31/03/2023 14 412
da Gama Santos
Carvalho
2021/2024 01/04/2021 - 31/03/2024 01/04/2021 31/03/2024 31/03/2024 13 613
2022/2025 01/04/2022 - 31/03/2025 01/04/2022 31/03/2025 31/03/2025 26 528

(1) The number of Shares Delivered is the number of Allocated Shares, adjusted for dividends paid, in each year

(2) The calultion of the Shares before the NOS Paris mate based on the vighted areage closing rice of the Strands in the Strands on to the blasiness on ro the blasiness any

(3) Acquisition of shares with a 90% discount

(4) Daniel Beato began its term of office on 15/01/2021

(5) Filipa Carvalho began its term of office on 15/01/2021

78. Amounts paid by other companies of NOS Group

Executive directors of NOS that also hold positions in other NOS Group companies do not receive any additional remuneration or other amounts on any grounds whatsoever.

79. Profit sharing or bonus payments

See items 71 and 77 above.

80. Compensation to former executive directors

In 2022, there were no compensations paid to former directors concerning termination of their duties.

81. Remuneration paid to the members of the supervisory body

The remuneration of the members of the Statutory Independent Audit Board, during 2022, was as follows:

Name
(Position / Job)
Fixed /
Remuneration :
(8)
Short-Term
Variable
Remunueration
(8)
Total
Remuneration
(3)
José Pereira Alves (Chairman) 47 500 47 500
Paulo Cardoso Correia da Mota Pinto (Member) 30 000 30 000
Patrícia Andrea Bastos Teixeira Lopes Couto Viana
(Member)
30 000 30 000

The variation of the total remuneration of the members of the Statutory Independent Audit Board, for the 2018-2022 period, is as follows:

Annual Variation(%) 2018 vs 2017
Name
José Pereira Alves (1) N/A N/A N/A N/A 5.6%
Paulo Cardoso Correia da
Mota Pinto (2)
0,0% -32.4% -26.0% 0.0% 0.0%
Patrícia Andrea Bastos
Teixeira Lopes Couto Viana
0,0% 0,0% 0,0% 0,0% 0,0%

(1) José Alves began its term of office on 08/05/2019

(2) Paulo Mota Pinto ceased to be Chairman of the Statutory Independent Audit Board and became Member on 08/05/2019

In 2022, no non-financial benefits were given to the members of the Statutory Independent Audit Board. The members of the Statutory Independent Audit Board that also hold positions in other NOS Group companies do not receive any additional remuneration or other amounts in any ground whatsoever.

Name
(Position / Job)
Fixed
Remuneration
(€)
Short-Term
Variable
Remuneration
(€)
Total
Remuneration
(€)
António Agostinho Bastos Teixeira da Conceição
Guedes (1)
(Chairman of the Board of the General Meeting)
12 500 12 500
Maria Daniela Farto Baptista Passos (1)
(Secretary of the Board of the General Meeting)
3 472 3 472
Pedro Canastra de Azevedo Maia (2)
(Chairman of the Board of the General Meeting)
5 571 5 571
Tiago Antunes da Cunha Ferreira de Lemos (2)
(Secretary of the Board of the General Meeting)
1 547 1 547
(1) Baginning of torm of office on 21/04/2022
  • ••••

86. Characterisation of NOS Plan

Under the NOS Plan, the Executive Committee shall select the beneficiaries employees and decide on a case-by-case basis the allocation of shares to the eligible employees. The Remuneration Committee has this responsibility for Executive Committee members.

The allocation of shares to the respective beneficiaries depends entirely on collective and individual performance criteria.

The number of shares to be allocated is established using the amounts that are set with reference to the percentages of the remuneration earned by the beneficiaries, considering the assessment of NOS annual objectives as well as the assessment of individual performance. The specific number of shares to be allocated will be, therefore, the result of the division of the value provided by the average closing price, weighted by the respective volume, of shares in the 15 trading sessions prior to the reference date, except if the Executive Committee or Remuneration Committee, in the case of Executive Committee's members, considers at its sole discretion other criteria that are deemed to be more appropriate. Shares were allocated with a right to buy with a discount up to 90%.

These shares, or the equivalent value in cash, are delivered after a deferral period of 3 years following the date of allocation. However, should dividends be distributed or if the nominal value of the shares or share capital is changed during the deferral period through operations with financial movements, the initial number of shares under the NOS Plan will be altered to reflect of these changes, so that the Plan is aligned with the total return achieved.

For the executive members of the Board, the conditions of positive performance, as described in item 71 above, must additionally be met for their appointment.

On 31 December 2022, the plans that allow the delivery of shares are the following:

NOS PLAN NUMBER OF SHARES
Plan 2020 1 459 370
Plan 2021 1 320 809
Plan 2022 1 079 152

During the year ended on 31 December 2022, the movements under the NOS Plan are detailed as follows:

NOS NOS
PLAN 2019
NOS NOS
PLAN 2022
TOTAL
BALANCE AS AT 31 DECEMBER 2021 761 557 1 411 601 1 276 908 3 450 066
MOVEMENTS IN THE PERIOD:
Awarded 1 032 100 1 032 100
Vested (761 064) (16 081) (13 236) (876) (791 257)
Cancelled / Elapsed / Corrected (1) (493) 63 850 57 137 47 928 168 422
BALANCE AS AT 31 DECEMBER 2022 1 459 370 1320 809 1 079 152 3 859 331

(1) Includes, mainly, amendments introduced by virtue of the dividend paid, shares related to plans exceptionally settled in cash and shares related with termination of relationships with employees, not benefiting from the vesting of shares.

87. Stock option plans for employees

No remunerations based in options are implemented for employees through share allocation. The NOS Plan, which applies to employees that belong to some organisational groups (including executive directors) only allows share allocation.

88. Control of employees' participation in the capital

The voting rights inherent to shares delivered to employees benefiting from the NOS Plan can only be exercised by them after the respective vesting of the shares.

E. Transactions with Related Parties

l. Control mechanisms and procedures

89. Mechanisms implemented by the company for the purpose of controlling transactions with related parties

NOS has established control mechanisms and procedures for the Company's transactions with shareholders of qualified holdings, or with entities with whom they are in any relationship, according to article 20 of the Portuquese Securities Code.

Pursuant to article 3(3.1)(0) of the Delegation of Management Powers by the Board of Directors to the Executive Committee, the delegation did not cover the entering into of any transactions, between the Company and shareholders of qualified holdings representing 2% or more of the voting rights and/or entities related to them in any way pursuant to article 20 of the Portuquese Securities Code, in excess of the individual amount of € 75,000 or the aggreqate annual amount per supplier of € 150,000 (without prejudice to the transactions having been approved in general terms of framework by the Board of Directors).

In turn, article 2(2.9)(g) of the Delegation of Powers determines that the Chairman of the Executive Committee is responsible in particular for ensuring that the Board of Directors is informed, quarterly, of the transactions that, in connection with the delegation of powers, have been entered into by the Company and Related Parties when in excess of the individual amount of € 10,000.

The Audit and Finance Committee also scrutinises these matters, since article 3(j) of its Regulations determines that its powers include, in particular, the power to analyse and issue its prior opinion on the transactions between the Company and Related Parties.

In addition, the Statutory Independent Audit Board, under its Regulations, is responsible for issuing a prior opinion on relevant business activities with Related Parties.

On 4 November 2020, the Board of Directors approved, with a favourable opinion by the Statutory Independent Audit Board, a new Regulation for Transactions with Related Parties, which laid down, in particular, procedures and criteria that are required to define the relevant level of significance of business with shareholders of qualified holdings - or with Related Parties - and thus business of significant importance is now dependent upon the prior opinion of that supervisory body, in strict compliance with the legal requirements in force.

The Regulation on Transactions with Related Parties is available at

https://www.nos.pt/institucional/EN/investors/corporate-

governance/Documents/Regulamento%20Transacoes%20com%20Partes%20Relacionadas%202022 EN.pdf.

90. Details of transactions that were subject to control in the referred year

During 2022, NOS did not do any significant business or operation in economic terms for any of the parties involved with members of the management and supervisory bodies or companies in a control or group relationship, that have not been conducted in normal market conditions for similar operations and that are not a part of the current activity of the Company and, as such, there were no transactions with related parties subject to the Statutory Independent Audit Board control.

  1. A description of the procedures and criteria applicable to the supervisory body when same provides preliminary assessment of the business deals to be carried out between the company and the holders of qualified shareholdings or entity-relationships with the former, as envisaged in article 20 of the Securities Code

The Requlations on Transactions with Related Parties lays down internal procedures for control of transactions with holders of qualified shareholdings, considered suited to the transparency of the decision-making process, defining the terms of intervention of the Statutory Independent Audit Board in this process.

Thus, without prejudice to additional obligations, pursuant to these Regulations, by the end of the month following the end of each quarter, the Executive Committee shall inform the Statutory Independent Audit Board of all the transactions made in the previous quarter with each holder of qualified shareholdings and/or related party.

Transactions with holders of qualified shareholdings and/or related parties require a prior opinion from the Statutory Independent Audit Board in the following cases: (i) transactions whose value per transaction exceeds a particular level set forth in the Requlations and is described in the table below; (ii) transactions with a significant impact on the activities of NOS and/or its subsidiaries due to their nature or strategic importance, regardless of their value; (iii) transactions made, exceptionally, outside normal market conditions, regardless of their value, and (iv) transactions made, exceptionally, outside current activity, regardless of their value.

Types and values of the transactions to be considered for the purposes of item (i) above:

Transactions - Sales, services, purchases and services obtained,
except in case of renovation of pending contracts
More than EUR 1.000.000
Loans and other funding received and granted, except day-to-day
management/operations up to 180 days
More than EUR 10.000.000
Financial investments More than EUR 10.000.000s

The prior opinion of the Statutory Independent Audit Board required for the transactions referred to in items (i) and (ii) above will not be necessary in the case of: (i) interest and/or exchange rate hedging transactions through trading rooms or auctions and (ii) applications or financial investments through trading rooms or auctions.

For the Statutory Independent Audit Board to appraise the transaction in question and issue an opinion, the Executive Committee must provide that body with all necessary information and a reasoned justification.

The assessment to authorise and issue a prior opinion applicable to transactions with holders of qualified shareholdings and/or related parties should take into account, among other relevant aspects, the principle of equal treatment of shareholders and other stakeholders, the interest of the Company and the impact, materiality, nature and justification for each transaction.

II. Data on business deals

  1. Details of the place where the financial statements including information on business dealings with related parties are available, in accordance with IAS 24

Relevant businesses with Related Parties made until 31 December 2022 can be found in note 45 of the financial statements, which are included in the accounting documents, available at the Company's headquarters and on its website https://www.nos.pt/institucional/EN/investors/nos-innumbers/Pages/results.aspx.

1. Details of the Corporate Governance Code implemented

Pursuant to article 2 d CNN Regulations set out in the Coporate Governance Covernance Code of the PCG, published in 2002, available on the websited this entity www.cgov.pt.

2. Analysis of compliance with the Corporate Governance Code implemented

The following table presents ; it he PCG stecomment ; ii) the coresponding level of observance by NCS, as a 3 December 2022 and justification of recommendations or apirable c not adopted and, also ii) reference to this Coprate Covernance Report that describe the measures taken by the Company with the forementions.

Corporate governance report 2022 compliance analysis

CORPORATE GOVERNANCE CODE ASSESSMENT CGR REFERENCE / COMMENTS
GENERAL PROVISIONS
eleer brinches Covernment enternance of companis, os well of the copium net, and strengther the track of inestors, employes on the general polici it the public in the gener
management and supervision, as well as in the sustained development of companies.
1.1. Company's relationship with investors and disclosure
Phiciple. Companis, in particular the corestore in estars equitably of ensumism and pocedures an in pice for the suitable nargement and discossed and discossed and discossed
1.1.1. The Company should establish mechanisms to ensure, in a suitable and rigorous form, the production,
management and timely disclosure of information to its governing bodies, shareholders, investors and other
stakeholders, financial analysts, and to the markets in general.
Adopted Items 15, 22, 28, 29, 34, 56 to 65
1.2. Diversity in the composition and functioning of the company's governing bodies
Phincipel Le Conpones ensure di their govering bodes, and the caption of equirement soceans tot or exclusively with the powers of the
shareholders.
Phiciple . L. B. Companies shoulded with clear and rairy structures on ensure oncere on the finctioning of their governing bodes and committees
Phinipel Company at the lover in a bases and comments of the maint of the maining of the meaning of the meaning of the maints of the counts and quins
provided by its members.

CORPORATE GOVERNANCE CODE ASSESSMENT CGR REFERENCE / COMMENTS
1.2.1. Companies should establish standards and requirements regarding the profile of their
governing bodies, which are suitable according to the roles to be carried out. Besides individual attributes (such
as competence, integrity, availability, and experience, these profiles should take into
consideration general diversity requirements, with particular attention to gender diversity, which may contribute
to a better performance of the governing body and to the balance of its composition.
Adopted Items 19, 29, and 33
1.2.2. The Company's management and supervisory boards, as well as their committees, should have internal
regulations - specifically regulating the performance of their Chairmanship, frequency of meetings,
their functioning and the duties of their members - fully disclosed in the Company's website and detailed
minutes of the meetings of each of these bodies should be carried out.
Adopted Items 22, 27, 29, 34 and 67
1.2.3. The composition and the number of annual meetings of the management and supervisory bodies, as well as of
their internal committees, should be disclosed on the Company's website.
Adopted ltems 60 to 65
1.2.4. A whistleblowing policy must be implemented that ensures the suitable means for the communication and
processing of irregularities, safeguarding the confidentiality of the reported information and the identity of the
reporter, whenever it is requested.
Adopted Item 49
1.3. Relationship between the company bodies
Phicipie: News of the governing bailer of the other of each of the botes, creat the operations to essure and efficer mesures to dow for the efficer mesures to clow for the ef
bodies of the company to ct in a harmonious and condine of the suitable anount of information in order to cary out their respective dutes.
1.3.1. The articles of association, or other equivalent means adopted by the company, should establish mechanisms
that, within the limits of applicable laws, permanently ensure that the members of the management and
supervisory boards are provided with access to all the information and company's employees, in order to
appraise the performance, current situation and perspectives for further developments of the company,
including minutes, documents supporting decisions that have been taken, calls for meetings, and the archive of
the meetings of the management body, withoutimpairing access to any other documents or people that may be
requested for information.
Adopted ltems 21, 22, 28, 29 and 34
1.3.2. Each of the Company's bodies and committees should ensure the timely and suitable flow of information, especially
regarding the respective calls for meetings and minutes, necessary for the competences, determined by
law and the articles of association, of each of the remaining bodies and committees.
Adopted ltems 22, 28, 29 and 34
1.4. Conflicts of interest
Pricipe: The exisere of carrial conficits of ite emprey sodies or committees mothe cappory, shuld be prevented. The convinerearce of the conficeer of the conficeer member in
process should be guaranteed.

CORPORATE GOVERNANCE CODE ASSESSMENT CGR REFERENCE / COMMENTS
1.4.1. Under internal regulations or equivalent, members of the management and supervisory boards and internal
committees are bound to inform the respective board or committee whenever there are facts that could
constitute or give rise to a conflict between their interests and the company's interest.
Adopted ltem 26
1.4.2. Procedures should be adopted to guarantee that the member in conflict does not interfere in the decision-making
process, without prejudice to the duty to provide information and other clarifications that the board, the
committee or their respective members may request.
Adopted Item 26
1.5. Related party transactions
Phiciple De othe potention in the propries sould be jissified by the interest of the conpory and carried on the condicions, subject op include of ransperery on acepare
supervision.
1.5.1. The management body should disclose in the governance report or through another publicly available means the
internal procedure for verifying related party transactions.
Adopted Items 34 and 89 to 91
1.5.2. The management body should report the results of the internal procedure for verifying related parties'
transactions, including the transactions under analysis, to the supervisory body, at least every six months.
Adopted Item 90 and 91
C SHAREHOLDERS AND GENERAL MEETINGS
II.A Ringle As an istimation of the company and the corporate purpose of the corporary the suitder in network of the stores of conpress on one in one of conpress on one in one
for the company's governance.
II.B Phicipie The conpory stould stimulte the personal meetings, o o spoce for communication y the somenders with the company is oddes and committees and connellers and con reliev
company itself.
II.C Principle: The company should implement adequate means for participation and remote voting for the meeting.
II.1. The Company should not set an excessively high number of shares to confer voting rights, and it should make its
choice clear in the corporate governance report every time its choice entails a diversion from the general rule:
that each share has a corresponding vote.
Adopted ltem 12
II.2. The company should not adopt mechanisms that make decision making by its shareholders (resolutions) more
difficult, specifically, by setting a quorum higher than that established by law.
Adopted ltem 14
11.3. The company should implement adequate means for shareholders remote participation in the General Meeting,
proportionate to its size.
Adopted ltem 12
CORPORATE GOVERNANCE CODE ASSESSMENT CGR REFERENCE / COMMENTS
11.4. The company should implement adequate means for exercising the right, including by postal
voting and by electronic means.
Adopted tem 12
The Company further notes that the raison d'être of this Recommendation (i.e., to fully
enable shareholders to exercise their voting rights) is ensured by other mechanisms,
such as postal voting (commonly used), and by electronic means, with information on
such possibilities promptly and made available to the general public through the
publication of a notice of meeting and other documents (including the ballot paper and
forms) on the Company's website.
11.5. The company's Articles of Association, which specify the limitation of the number of votes that can be held or
exercised by a sole shareholder, individually or in coordination with other shareholders, should equally provide
that, at least every five years, the amendment or maintenance of this rule will be subject to a shareholder
resolution - without increased quorum in comparison to the legally established - and in that resolution, all votes
cast will be counted without observation of the imposed limits.
N/A Item 13
The Company's Articles of Association do not set any limit on the number of votes
that can be held or exercised by each shareholder
11.6. The company should not adopt mechanisms that imply payments or assumption of fees in the case of the
transfer of control or the change in the composition of the management body, and which are likely to harm the
economic interest in the free transferability of shares and a shareholder assessment of the performance of the
directors.
Adopted Items 2, 4, and 5
111. NON-EXECUTIVE MANAGEMENT, MONITORING AND SUPERVISION
III.A Phicipies in ences of governing bodies who posses no exceptions of montany of supervisory of outles should, in on effective and encurrey converse of eactive
management to fully accomplish the corporate purpose, and this should be complemented by committees for are corporate governance.
III.B Phiciple The composition of the supervisor poor and the company with a banced and suitobe direstiy of stills, howledge, and profession a exerce.
III.C Phiciple The spensor post stour any of person's margement body indusing from o prespective, on number the conpory octiny in particular, eccivity in particular, eccivity in pa
importance.
III.1. Without prejudice to the legal powers of the chairman of the board of directors, if he or she is not independent,
the independent directors should appoint a coordinator (lead independent director), from amongst them,
namely, to: (i) act, when necessary, as an interlocutor near the chairman of the board of directors and other
directors, (ii) make sure the necessary conditions and means to carry out their functions; and (iii)
coordinate the independent directors in the assessment of the management body, as
established in recommendation V. 1.1.
Not Adopted Item 18

CORPORATE GOVERNANCE CODE ASSESSMENT CGR REFERENCE / COMMENTS
III.2. The number of non-executive members in the management body, as well as the number of the
supervisory body and the numbers of the committee for financial matters should be suitable for
the size of the company and the complexity of the risks intrinsic to its activity, but sufficient to ensure, with
efficiency, the duties which they have been attributed, and this adequacy finding formulation should be in the
governance report.
Adopted ltems 17, 18, 29 and 31
11.3. In any case, the number of non-executive directors should be higher than the number of executive directors. Adopted Items 17 and 18
111.4. Each company should include a number of non-executive directors that corresponds to no less than one third,
but always plural, who satisfy the legal requirements of independence. For the purposes of this
recommendation, an independent person is one who is not associated with any specific group of interest of the
company, nor under any circumstance likely to affect his/her impartiality of analysis or decision, namely due to:
Having carried out functions in any of the company's bodies for more than twelve years, either on a
consecutive or non-consecutive basis;
ii. Having been a prior staff member of the company which is considered to be in a controlling
or group relationship with the company in the last three years;
iii. Having, in the last three years, provided services or established a significant business relationship with the
company or a company which is considered to be in a controlling or group relationship, either directly or as
a shareholder, director, manager or officer of the legal person;
iv. Having been a beneficiary of remuneration paid by the company which is considered to be
in a controlling or group relationship other than the remuneration resulting from the exercise of a director's
duties;
v. Having lived in a non-marital partnership or having been the spouse, relative or any first degree next of kin
up to and including the third degree of collateral affinity of company directors or of natural persons who are
direct or indirect holders of qualified shareholdings;
vi. Having been a holder of qualified shareholdings or representative of a holder of qualified shareholdings.
Not Adopted tem 18
III.5. The provisions of (i) of recommendation II.4 does not inhibit the qualification of a new director as independent
if, between the termination of his/her functions in any of the appointment, a period of three years has elapsed
(cooling-off period).
N/A There are no directors under these conditions.
111.6. The supervisory body, in observance of the powers conferred to it by law, should, prior to its final approval by
the management body, evaluate and pronounce itself on the strategic lines and the risk policy.
Adopted Items 34 and 38
CORPORATE GOVERNANCE CODE ASSESSMENT CGR REFERENCE / COMMENTS
III.7. Companies should have specialised committees covering matters of corporate governance, appointments and
performance assessments, separately or cumulatively. If theremuneration committee provided by article 399 of
the Portuguese Companies Code has been created, and due to not being prohibited by law, this recommendation
may be complied with the attribution of powers to this committee on the aforementioned matters.
Adopted Item 27, 29 and 67
IV. EXECUTIVE MANAGEMENT
IV.A Phiciple: Is a way of icreasing the efficiency and the since on the since and the suitche for the capary should be correct of the capage stould be correcover of the corpory s
directors with gullifications powers on expective band is responsible for the mangement of the company copied ive and anning to ontribute towards the contribute towards to ec
sustainable development.
IV.B Phinishes the costs and the contine of the excitive on the compony, the company of the company of the start in occount in eleming the universe writer
of executive directors.
IV.1. The management body should approve, by internal regulations or equivalent, the rules regarding the action of
the executive directors and how these are to carry out their executive functions in entities outside of the group.
Adopted ltem 29
IV.2. The management body should ensure that the company acts consistently with its objects and does not delegate
powers, namely, in what regards: (i) the definition of the strategy and main policies of the company; (ii) the
organisation and coordination of the business structure; (iii) matters that should be considered strategic in virtue
of the amounts involved, the risk, or special characteristics.
Adopted ltem 21
IV.3. In the annual report, the management body specify in which terms the established strategies and main policies
strive to ensure the long-term success of the company and which are the main contributions arising for the
community in general.
Adopted Item 21
V. ASSESSMENT OF PERFORMANCE, REMUNERATION AND APPOINTMENTS
V.1. Annual Assessment of Performance
Phicipie: The company should assess the port and in members individally, on das the overal performance of the nangement body and its precised committees.
V.1.1. The management body should annually evaluate its performance as well as the performance of its committees
and delegated directors, taking into accomplishment of the company's strategic plans and budget
plans, the risk management, the internal functioning and the contribution of each member of the body to these
objectives, as well as the relationship with the company's other bodies and committees.
Adopted Items 24, 25, 29, 70, 71, and following
V.2. A. Remuneration

CORPORATE GOVERNANCE CODE ASSESSMENT CGR REFERENCE / COMMENTS
Phiciple: The renuneroting of the nember of the many boths should alled online compony to attract qualified on economically justicale cost mediant of shance in economically i
the digment of the enders with hose of the compony s sharing in occuration weath effectived with and the makes – and castibled back of development
of a culture of professionalisation, sustainability, promotion of merit and transparency within the company.
V.2. B. Directors should receive a remuneration that:
i) adequately reciprocates the taken responsibility, and expertise placed at the company's service;
ii) guarantees an action aligned with the long-term interests of the shareholders and promotes the sustanny, and
iii) rewards performance.
V.2.1. The company should create a remuneration committee, the composition of which should ensures its
independence from the management board, and this remuneration committee can be the one mentioned in
article 399 of the Portuguese Companies Code.
Adopted Items 66 to 70
V.2.2. The remuneration should be set by a remuneration committee or by the general meeting, under proposal of the
former.
Adopted Item 66
V.2.3. For each term of office, the remuneration committee or general meeting, under proposal of the former, should
also approve the maximum amount of all compensations payable to any member of a board or committee of the
company due to the respective termination of office, with this situation and amounts being disclosed in the
governance report or in the remuneration report.
Adopted Item 83
V.2.4. In order to provide information or clarifications to shareholders, the chair or, in the event of his/her impediment,
another member of the remuneration committee should be present at the annual general meeting, as well as at
any other, whenever the respective agenda includes a matter linked with the remuneration of the members of
the company's bodies and committees or, if such presence has been requested by the shareholders.
Adopted Item 69
V.2.5. Within the company's budgetary limitations, the remuneration committee should be able to decide, freely, on
the hiring, by the company, of necessary or convenient consulting services to carry out the committee's duties.
Adopted Item 67
V.2.6. The remuneration committee should ensure that those services are provided independently and that the
respective providers do not provide other services to the company, or to others in a controlling or group
relationship, without the express authorisation of the committee.
Adopted Item 67
V.2.7. Considering the alignment of interests between the company and the executive directors, a part of their
remuneration should be of a variable nature, reflecting the sustained performance of the company, and not
stimulating the assumption of excessive risks.
Adopted Item 70
V.2.8. A significant part of the variable component should be partially deferred in time, for a period of no less than three
years, thereby necessarily connecting it to the confirmation of the sustainability of the performance, in the terms
defined by the company's internal regulations.
Adopted Item 71
V.2.9. When variable remuneration includes the allocation of options or other instruments directly
dependent on the value of shares, the start of the exercise period should be deferred in time for a period of no
less than three years.
N/A Items 71 and following
Unforeseen situation

CORPORATE GOVERNANCE CODE ASSESSMENT CGR REFERENCE / COMMENTS
V.2.10. The remuneration of non-executive directors should not include components dependent on the performance of
the company or on its value.
Adopted Items 69 and 78
V.3. Appointments
Principe: Regardess of the mane of apportment, the newses of the corpory's govering only sporening only spires on the executive soft should be suited on her back on the bat.
V.3.1. The company should, interms that it considers suitable, but in a demonstrable form, promote that proposals for
the appointment of the members of the company's governing bodies are accompanied by a justification in regard
to the suitability of the profile, the skills and the curriculum vitae to the duties to be carried out.
Adopted ltem 29
V.3.2. The overview and support to the appointment of members of senior management should be attributed to an
appointment committee, unless this is not justified by the company's size.
N/A ltem 29
The management and supervisory bodies are directors of NOS
V.3.3. This appointment committee includes a majority of non-executive, independent members. Not Adopted ltem 29
V.3.4. The appointment committee should make its terms of reference available, and should foster, to the extent of its
powers, transparent selection processes that include effective mechanisms for identifying potential candidates,
and ensure that those chosen for proposal are those who present the highest degree of merit, are best suited to
the demands of the duties to be carried out, and will best promote, within the organisation, suitable diversity,
including gender diversity.
N/A ltem 29
In accordance with the Interpretative Note no. 3 of the CEAM, this recommendation
must be interpreted as only relating to the committee provided in recommendation
V.3.2. (which was assessed as N/A)
VI. INTERNAL CONTROL
Principe Bosed on is mid and establish a ystem of sist mangener and cortop, and streem and print aller of the antigiotic on minimation of iss sheem to the conpor schilds,
VI.1. The management body should debate and approve the company's strategic plan and risk policy, which should
include the definition of limits in risk assumption matters.
Adopted Items 50 and following
VI.2. The supervisory body should organise itself internally, implementing periodic controls procedures and
mechanisms aiming to ensure the risks effectively incurred by the company are consistent with the objectives
established by the management body.
Adopted ltem 50
VI.3. The internal control system, having the risk management, compliance, and internal audit duties, should be
structured in terms suitable for the size of the company and the complexity of the risks intrinsic to its activity,
with the supervisory body assessing it and, within the scope of supervising the efficiency of this system,
proposing the adjustments that may be deemed necessary.
Adopted ltem 51
VI.4. The supervisory body should give an opinion on the work plans and resources allocated to the internal control
system services, including the risk management, compliance, and internal audit duties, and can propose the
adjustments that may be deemed necessary.
Adopted Item 51

CORPORATE GOVERNANCE CODE ASSESSMENT CGR REFERENCE / COMMENTS
VI.5. The supervisory body should receive the reports made by the internal control services, including the risk
management, compliance, and internal audit duties, at least when matters related to accounting, identification
or conflicts of interest resolution, and detection of potential irregularities are at issue.
Adopted ltem 51
VI.6. Based on its risk policy, the Company shall establish a risk management duty, identifying (i) the main risks to
which it is subject in the conduct of its business, (ii) the probability of their occurrence and their impact, (iii) the
instruments and measures to be adopted to mitigate them, and (iv) the monitoring procedures for follow-up.
Adopted ltems 53 and 54
VI.7. The company should establish monitoring procedures, periodical assessment and adjustment of the internal
control system, including an annual evaluation of the level of internal compliance and the risk
management system, as well as future perspectives for amendments of risk previously defined.
Adopted ltems 51 and 54
VII. FINANCIAL STATEMENTS AND ACCOUNTING
VII.1 Financial statements
Phiciple W.A. The supervisor por difter hy ensure the nangener tody neets is responsibles in crossing police cond crieria and crieria and crieria and crieria and crieria and
financial reporting, risk management, internal control and internal audit.
Principle VII.B: The supervisory body shall promote adequate coordination between the work of internal audit.
VII.1.1. The internal regulations of the supervisory body shall require that it oversees the adequacy of the process of
preparing and disclosing financial information by the management body, including the adequacy of accounting
policies, estimates, judgements, relevant disclosures and their consistent application between financial years, in
a duly documented and reported manner.
Adopted ltem 34
VII.2 Statutory audit and supervision
Phicipe: The species of should established for may acceders on the entrineming of the canpory with the structure of the conportion of conpiline of the conpulsion of conpiline
rules regarding independence imposed by law and professional regulations.
VII.2.1. Through the use of internal regulations, the supervisory body should define, under the applicable legal regime,
the supervision procedures aimed at ensuring the independence of the statutory auditor.
Adopted ltem 34
VII.2.2. The supervisory body should be the main interlocutor of the statutory auditor in the company and the first
recipient of the respective reports, having the powers, namely, to propose the respective remuneration and to
ensure that adequate conditions for the provision of services are ensured within the company.
Adopted Items 34 and 37
VII.2.3. The supervisory body should annually assess the services provided by the statutory auditor, their independence
and their suitability in carrying out their functions and propose their dismissal or their service
contract by the competent body when this is justified for due cause.
Adopted Items 34 and 37

Board of the General Meeting

ANTÓNIO AGOSTINHO CARDOSO DA CONCEIÇÃO GUEDES

Chairman of the Board of the General Meeting

Oualifications

  • · Law Degree from the Portuguese Catholic University, Porto
  • · Master's Degree in Civil Law Sciences Coimbra Faculty of Law
  • · Doctorate in Civil Law Sciences Portuquese Catholic University
  • Author and co-author of several publications in Civil and Commercial Law, including "A natureza jurídica do Direito de Preferência" [The Legal Nature of the Right of Preference]] master's thesis, and "O Exercício de Direito de Preferência" [The Exercise of the Right of Preference], doctoral thesis

Professional Experience

  • · Member of the General Council of the Centre for Judicial Studies (elected by the Assembly of the Republic) (2011-2022)
  • · Scientific Coordinator of the Double Degree course in Law and Management (Porto Regional Centre of the Portuquese Catholic University) (2014-2021)
  • · Member of the Board of the Business Management School Portuguese Catholic University, Porto Regional Centre (Católica Porto Business School) (2013-2020)
  • · Vice-Chairman of the Board of the General Meeting Banco BPI, S.A. (2016-2020)
  • · Chairman of the Board of the General Meeting Sonae Investimentos, SGPS, S.A. (2007-2018)
  • Chairman of the Board of the General Meeting Sonae Indústria, SGPS, S.A. (2014-2015)
  • · Chairman of the Board of the General Meeting Sonaecom, SGPS, S.A. (2014-2015)
  • · Member of the High Council Portuguese Catholic University (2011-2013)
  • · Secretary of the Board of the General Meeting Sonae Indústria, SGPS, S.A. (2007-2014)
  • · Secretary of the Board of the General Meeting Sonaecom, SGPS, S.A. (2007-2014)
  • · Chairman of the Board of the General Meeting Sonae Capital, SGPS, S.A. (2007-2014)
  • Member of the Advisory Board Business Management School UCP-CRP (2009-2013)
  • Director of the Porto School, Faculty of Law Faculty of Law of the Portuguese Catholic University (2006-2013)
  • · President of the Scientific Council of the Porto School Faculty of Law of the Portuguese Catholic University (2006-2013)
  • · President of the Pedagogical Council of the Porto School Faculty of Law of the Portuguese Catholic University (2005-2006)

Offices held in other institutions

  • · Arbitrator at the Commercial Arbitration Institute (Portuguese Chamber of Commerce/Chamber of Commerce and Industry of Porto)
  • Consultant Morais Leitão, Galvão Teles, Soares da Silva e Associados Sociedade de Advogados, RL

MARIA DANIELA FARTO BAPTISTA PASSOS

Secretary of the Board of the General Meeting

Qualifications

  • · Law Degree Portuguese Catholic University, Porto
  • Specialisation Course in Juridical-Commercial Sciences
  • · Master's Degree in Law, area of Juridical-Commercial Sciences
  • · Doctorate in Law, area of Juridical-Commercial Sciences

Professional Experience

  • · Assistant Porto School of the Faculty of Law of the Portuguese Catholic University Introduction to Law; Introduction to Private Law; General Theory of Legal Relationships; Commercial Law and Company Law (2004-2015)
  • · Lecturer in the Master's Degree in Banking and Insurance Faculty of Economics and Management of the Portuguese Catholic University of Porto - Subject Commercial Law (2012-2014)
  • · Member of the Direction Council Porto School of the Faculty of Law of the Portuguese Catholic University (2002-2008)
  • · Trainer in Executive Process Training Centre of the District Council of the Bar Association of Porto (2006-2007)
  • · Trainee Lecturer Porto School of the Faculty of Law of the Portuguese Catholic University (2000-2004)
  • Lecturer in the Postgraduate Course in Commercial Law and Company Law Lisbon School of the Lisbon Faculty of the Portuguese Catholic University
  • Member of the Católica Research Centre for the Future of Law
  • Assistant Professor Porto School of the Faculty of Law of the Portuquese Catholic University in the subjects of the Degree in Law and Double Degree in Law and Management: Introduction to Law; Introduction to Private Law; General Theory of Legal Relationships; Commercial Law and Corporate Law

<-- PDF CHUNK SEPARATOR -->

  • Subjects taught on the Master's Degree in Company and Business Law and in the Master's Degree in Law and Management: Securities and Capital Markets Law; Banking Law
  • Seminars taught: Dismissal and Exclusion of Members
  • · Lecturer in the Postgraduate Course in Securities Law Lisbon Securities Institute
  • · Lecturer in the Advanced Postgraduation Course in Banking Law Faculty of Law of the University of Lisbon
  • Lecturer in the Postgraduation Course in Company Law -Porto School of the Faculty of Law of the Portuguese Catholic University
  • Scientific Coordinator and Lecturer in the Postgraduation Course in Securities Law and Banking Law - Porto School of the Faculty of Law of the Portuguese Catholic University

Offices held in other institutions

  • · Scientific Coordinator and Lecturer in the Postgraduation Course in Securities Law and Banking Law - Porto School of the Faculty of Law of the Portuguese Catholic University -(2017 until now)
  • Lecturer in the Postgraduation Course in Company Law Porto School of the Faculty of Law of the Portuguese Catholic University - (2020 until now)
  • · Lecturer in the Advanced Postgraduation Course in Banking Law Faculty of Law of the University of Lisbon – (2017 until now)
  • Lecturer in the Postgraduate Course in Securities Law Lisbon Securities Institute (2017 until now)
  • · Assistant Professor Porto School of the Faculty of Law of the Portuguese Catholic University in the subjects of the Degree in Law and Double Degree in Law and Management: Introduction to Law; Introduction to Private Law; General Theory of Legal Relationships; Commercial Law and Corporate Law - (2015 until now)
  • · Member of the Católica Research Centre for the Future of Law (2015 until now)
  • the Lisbon Faculty of the Portuguese Catholic University - (2004 until now)
  • Subjects taught on the Master's Degree in Company and Business Law and in the Master's Degree in Law and Management: Securities and Capital Markets Law; Banking Law
  • Seminars taught: Dismissal and Exclusion of Members

Board of Directors

ÂNGELO GABRIEL RIBEIRINHO DOS SANTOS PAUPÉRIO

Chairman of the Board of Directors

Qualifications

  • · Degree in Civil Engineering from Faculty of Engineering of the University of Porto
  • · Master in Companies Management MBA (Porto Business School)

Offices held in other companies as of 31.12.2022

  • · Chairman of the Board of Directors of Sonaecom, SGPS, S.A.
  • · Chairman of the Board of Directors of Sonae Investment Software and Technology, SGPS, S.A.
  • · Chairman of the Board of Directors of Público Comunicação Social, S.A.
  • · Chairman of the Board of Directors of Sonae Holdings, S.A.
  • · Chairman of the Board of Directors of Enxomil Consultoria e Gestão S.A.
  • · Chairman of the Board of Directors of Enxomil Sociedade Imobiliária S.A.
  • · Member of the Board of Directors of MCretail, SGPS, S.A.
  • · Member of the Board of Directors of Efanor Investimentos, SGPS, S.A.
  • · Member of the Board of Directors of Sonae, SGPS, S.A.
  • · Member of the Board of Directors of Sonae Capital, SGPS, S.A.
  • · Member of the Board of Directors of Sonae Sierra, SGPS, S.A.
  • · Member of the Board of Directors of Fundação Manuel Cargaleiro
  • · Member of the Board of Directors of Love Letters Galeria de Arte. S.A.
  • · Member of the Board of Directors of the Portuguese Association of Industrial Engineering and Management

  • · Tecnopor Structural Design Project Engineer (1982-1984)

  • · EDP Eletricidade de Portugal Manager (1984-1989)
  • · Sonae Tecnologias de Informação, SA Leader of the Television Project Team (1989-1991)
  • · Modelo Continente Hipermercados, SA Director (1989-2007)
  • · Sonae Investimentos, SA (currently Sonae SGPS, SA) Head of Planning and Management Control (1991-1994)
  • · Sonae Distribuição, SGPS, SA (currently Sonae MC, SGPS, SA) Director of several subsidiaries -Retail (1994-1996)

4 CORPORATE GOVERNANCE REPORT

  • · Sonae Distribuição, SGPS, SA (currently Sonae MC, SGPS, SA) (1996-2007)
  • CFO Sonae Capital, SGPS, SA- Executive Member of the Board of Directors (1996-2007)
  • · Sonae SGPS, SA Member of the Board of Directors, CFO, and Chairman of the Finance Committee (2000-2007)
  • · Sonae SGPS, SA Executive Vice-Chairman of the Board of Directors (2007/April 2015)
  • · MDS, SGPS, SA Member of the Board of Directors (Chairman of the Board of Directors since October 2014) (2007/March 2018)
  • · MDS Corretor de Seguros, SA Member of the Board of Directors (2004-2009)
  • Sonae Investments BV Executive Member of the Board of Directors (2005-2016)
  • · Sontel BV Executive Member of the Board of Directors (2006-2016)
  • · Sonaerp Retail Properties, SA Chairman of the Board of Directors (2010-2016)
  • · Sonae Specialized Retail, SGPS, SA (Merger Sonae MC Modelo Continente, SGPS, SA) Vice-Chairman of the Board of Directors (2010-2016)
  • MDS Auto Mediação de Seguros, SA Chairman of the Board of Directors (2010-2016)
  • · Portuquese Catholic University Member of the Supreme Counsel (2010-2016)
  • · Sonae Center Serviços II, SA (currently Sonae MC Serviços Partilhados, SA) Member of the Board of Directors (2010-2018)
  • · Porto Business School Member of the Superior Council (2011-2015)
  • · Sonaecom Serviços Partilhados, SA Chairman of the Board of Directors (2012-2016)
  • · Sonae RE, SA Chairman of the Board of Directors (2013-2016)
  • Sonaegest Sociedade Gestora de Fundos de Investimento, SA Chairman of the Board of Directors (2013-2016)
  • Sonae SGPS, SA Co-CEO (2015-2019)

MIGUEL NUNO SANTOS ALMEIDA

Chairman of the Executive Committee

Qualifications

  • · Deqree in Mechanical Engineering from Faculty of Engineering of the University of Porto

Offices held in other companies as of 31.12.2022

  • · Chairman of the Board of Directors of NOS Comunicações, S.A.
  • · Chairman of the Board of Directors of NOS Inovação, S.A.
  • · Chairman of the Board of Directors of NOS Açores Comunicações S.A.
  • · Chairman of the Board of Directors of NOS Lusomundo Audiovisuais, S.A.
  • · Chairman of the Board of Directors of NOS Lusomundo Cinemas, S.A.
  • · Chairman of the Board of Directors of NOS Madeira Comunicações, S.A.
  • · Chairman of the Board of Directors of NOS Audiovisuais SGPS, S.A.
  • · Chairman of the Board of Directors of NOS Corporate Center, S.A.
  • · Chairman of the Board of Directors of NOS Audio Sales and Distribution, S.A.

Professional Experience

  • · Chairman of the Executive Committee of Optimus Comunicações, S.A. (2010-2013)
  • · Member of the Board of Directors and Executive Director of Sonaecom, SGPS, S.A. (2005-2013)

JOSÉ PEDRO FARIA PEREIRA DA COSTA

Executive Director

Qualifications

  • · Degree in Business Management and Administration from the Portuguese Catholic University

Offices held in other companies as of 31.12.2022

  • · Chairman of the Board of Directors of NOS Mediação de Seguros, S.A.
  • · Chairman of the Board of Directors of NOS Internacional SGPS, S.A.
  • · Chairman of the Board of Directors of Teliz Holding, S.A.
  • · Chairman of the Board of Directors of NOS Technology Concepção, Construção e Gestão de Redes de Comunicações S.A.
  • Chairman of the Board of Directors of NOS Sistemas, S.A.
  • · Chairman of the Board of Directors of NOS Wholesale, S.A.
  • · Chairman of the Board of Directors of NOS Property, S.A.
  • · Chairman of the Board of Directors of Per-Mar, Sociedade de Construções, S.A.
  • · Chairman of the Board of Directors of Sontária Empreendimentos Imobiliários, S.A.
  • · Chairman of the Board of Directors of Lusomundo Imobiliária 2, S.A.
  • · Chairman of the Board of Directors of Lusomundo Sociedade de Investimentos Imobiliários SGPS, S.A.
  • · Vice-Chairman of the Board of Directors of Mstar, S.A.

  • Member of the Board of Directors of NOS Madeira Comunicações, S.A.
  • Member of the Board of Directors of NOS Technology Concepção, Construção e Gestão de Redes de Comunicações S.A.
  • Member of the Board of Directors of Group Portugal Telecom acting as CFO and responsible for PT Comunicações, PT.COM and PT Prime companies (2002-2007)

  • Member of the Executive Committee of Banco Santander de Negócios Portugal, responsible for Corporate Finance (1997-2000)
  • Started his career in 1990 in McKinsey & Company in Portugal and Spain
  • Member of the Board of Directors of NOS Technology Concepção, Construção e Gestão de Redes de Comunicações S.A.
  • Member of the Board of Directors of NOS Technology Concepção, Construção e Gestão de Redes de Comunicações S.A.
  • Member of the Board of Directors of Dreamia Serviços de Televisão, S.A.

  • Former Director at Optimus of Home Wireline, Central Marketing, Data Service, Particular Sales, SMEs and Business Development (1999-2009)

  • Manager, PTCG Consultoria de Gestão, Lda. (2020-2022)
  • Project Director, Terra Peregrin, S.A. (2020-2022)

  • · Non-executive member of the Board of Directors of PCJ Público, Comunicação, Jornalismo, S.A. (2010-2016)
  • Non-executive member of the Board of Directors of Sonae IM, SGPS, S.A. (2010-2016)
  • Chairman of the Retirement Committee of IRC (2013)

CATARINA EUFÉMIA AMORIM DA LUZ TAVIRA VAN-DUNEM

Non-Executive Director

Qualifications

· Degree in Management and Company Organisation from Instituto Universitário de Lisboa, ISCTE Instituto Superior de Ciências do Trabalho e da Empresa

Offices held in other companies as of 31.12.2022

  • . Executive Director of Finstar / ZAP
  • · General Coordination of the TV content production studios at ZAP
  • · Executive Member of the Marketing and Product team which she created, launched and currently manages in ZAP, the company engaged with the distribution of TV channels via satellite in Angola and Mozambique

Professional Experience

  • · Led the Products and Services team of Unitel, the leading telecommunications operator in Angola (2005-2009)
  • · Created the customer's new services area of Unitel, the leading telecommunications operator in Angola (2005-2009)
  • Started her career in the USA as assistant manager in Sentis and Coral, partners of Shell Oil USA (2003-2005)

CRISTINA MARIA DE JESUS MARQUES

Non-Executive Director

Qualifications

  • Degree in Economics from Higher Institute of Economics and Management
  • · Master of science in Business Administration, with specialisation in Finance at CATÓLICA-LISBON School of Business and Economics
  • · Disciplined Entrepreneurship at MIT Sloan School of Management (Massachusetts Institute of Technology)
  • MBA candidate the Lisbon MBA Católica | Nova

Offices held in other companies as of 31.12.2022

· Strategy&Insights Iberia at Cabot Financial (Encore Capital Group)

Professional Experience

  • · Member of the Board of Directors of NOS, SGPS, S.A. (since 23.03.2020)
  • · Manager of Terra Peregrin, S.A. (2020-2022)
  • · Project Manager of Santoro-Finance Prestação de Serviços, S.A. (2016-2020)
  • · Business Consultant of Capgemini Consulting (2013-2016)
  • · Controller of the Information Systems Department of Energias de Portugal (EDP) (2011-2012)

EDUARDO ANTÔNIO SALVADOR VERDE RODRIGUES PINHO

Non-Executive Director

Qualifications

• Law Degree

Offices held in other companies as of 31.12.2022

• Partner and Director at Morais Leitão, Galvão Teles, Soares da Silva & Associados - Sociedade de Advoqados

  • · Member of the Board of Directors of Englimo Empreendimentos Imobiliários, S.A.
  • · Founding Partner of Osório de Castro, Verde Pinho, Vieira Peres, Lobo Xavier & Associados -Sociedade de Advogados
  • · Chairman of the Board of Trustees of Romão de Sousa Foundation

JOÃO PEDRO MAGALHÃES DA SILVA TORRES DOLORES Non-Executive Director

Qualifications

  • Degree in Economics from University of Porto, Faculty of Economics
  • · MBA from London Business School

Offices held in other companies as of 31.12.2022

  • · Chief Financial Officer at Sonae, SGPS, S.A.
  • Chairman of the Board of Directors of MKTPlace Comércio Eletrónico, S.A. .
  • · Executive Director of Sontel, BV
  • · Executive Director of Sonae Investments, BV
  • · Executive Director of Sonae Holdings, S.A.
  • · Executive Director of Sonae Corporate, S.A.
  • · Executive Director of Sonaecom, SGPS, S.A.
  • Member of the Board of Directors of MCretail, SGPS, S.A.
  • · Member of the Board of Directors of Sonae Sierra, SGPS, S.A.
  • · Member of the Board of Directors of Iberian Sports Retail, S.L.
  • · Member of the Board of Directors of Sparkfood, S.A.

Professional Experience

  • · Manager of Strategic Planning and Management Control of Sonae, SGPS, S.A. (2014-2018)
  • · Manager of Cloud Business Unit of Portugal Telecom, SGPS, S.A. (2013-2014)
  • · Sub-Manager of Innovation Management of Portugal Telecom, SGPS, S.A. (2011-2013)
  • · Senior Associate at McKinsey & Company (2005-2011)
  • Brand Manager at JW Burmester & Ca, S. (2003-2004)

MARIA CLÁUDIA TEIXEIRA DE AZEVEDO

Non-Executive Director

Qualifications

  • · Degree in Management from the Portuguese Catholic University

Offices held in other companies as of 31.12.2022

  • · CEO of Sonae, SGPS, S.A.
  • · Member of the Board of Directors of Sonae MC, SGPS, S.A.
  • · Member of the Board of Directors of Sonae Sierra, SGPS, S.A.
  • · Member of the Board of Directors of Sonae Holdings, S.A.
  • · Member of the Board of Directors of SONAECOM SGPS, S.A.
  • Member of the Board of Directors of ZOPT, SGPS, S.A.
  • · Member of the Board of Directors of SONAE INVESTMENT MANAGEMENT SOFTWARE AND TECHNOLOGY, SGPS, S.A.
  • · Member of the Board of Directors of Público Comunicação Social, S.A.
  • · Chairman of the Board of Directors of Sonae Food4Future, S.A.
  • · Member of the Board of Directors of Sonae Indústria, SGPS, S.A.
  • · Member of the Board of Directors of SONAE CAPITAL, SGPS, S.A.
  • · Member of the Board of Directors of EFANOR Serviços de Apoio à Gestão, S.A.
  • · Member of the Board of Directors of EFANOR Investimentos SGPS, S.A.
  • · Member of the Board of Directors of SEKIWI, SGPS, S.A.
  • · Member of the Board of Directors of Setimanale SGPS S.A.
  • · Member of the Board of Directors of Casa Agrícola de Ambrães, S.A.
  • Member of the Board of Directors of Realejo Sociedade Imobiliária, S.A.
  • Member of the Board of Directors of IMPARFIN Investimentos e Participações Financeiras, S.A.
  • · Chairwoman of the Board of Directors of LINHACOM, SGPS, S.A.
  • · Chairwoman of the Board of Directors of Praça Foz Sociedade Imobiliária, S.A.
  • · Manager of Tangerine Wish, Lda.

Statutory Independent Audit Board

JOSÉ PEREIRA ALVES

Chairman

Qualifications

· Degree in Economics from Faculty of Economics of the University of Porto.

Offices held in other companies as of 31.12.2022

  • · Chairman of the Audit Committee of Corticeira Amorim, SGPS, S.A.
  • · Chairman of the Statutory Independent Audit Board of The Fladgate Partnership, S.A.
  • · Chairman of the Statutory Independent Audit Board of Galp Energia, SGPS, S.A.
  • · Chairman of the Statutory Independent Audit Board of SIERRAGEST Gestão de Fundos, SGOIC, S.A.

Professional Experience

  • · Member of the Statutory Independent Audit Board of GMG Grupo Manuel Gonçalves, SGPS, S.A. (June 2019 - May 2021)
  • · Member of the Statutory Independent Audit Board of Gestmin SGPS, S.A. (March 2017 -December 2018)
  • · Ceased to be a partner of PwC Portugal (30 June 2016)
  • Assumed the leadership of PwC in Portugal, as Territory Senior Partner President (1 July 2011 - 30 June 2015)
  • · Joined once more the management body of PwC in Portugal, as Territory Human Capital Partner, as well as being responsible for the area of Knowledge Management (since 1 July 2007)
  • He was a faculty member on the MBA in Finance at the Faculty of Economics of Porto University (2004-2008)
  • · Joined the Territory Leadership Team, management body of PwC in Portugal, taking responsibility for the areas of Learning & Development and Audit Methodology (2001-2003)
  • · He was responsible for the coordination of the Postgraduate Course in Auditing at ISAG (2000-2002)
  • · On 1 January 1994, he became a partner in PricewaterhouseCoopers (PwC), and for over 22 years was responsible for the coordination of audit work and auditing of accounts for several groups, including Amorim, RAR, Salvador Caetano, Nors, Ibersol, TAP, CTT, Semapa and Jerónimo Martins, among others.
  • · In 1993, he became a partner of Bernardes, Sismeiro & Associados, SROC.
  • · In 1990, after a professional qualification examination, he became a Statutory Auditor, registered on the official list of the, then, Chamber of Chartered Accountants and became an employee of the Statutory Auditing Firm Boto, Amorim & Associados, SROC.
  • · He started his professional activity in 1984 as an audit officer at the international audit firm Coopers & Lybrand and was responsible for the implementation and control of several financial audits, analysis of internal control systems and accounting procedures.

PATRÍCIA TEIXEIRA LOPES

Member

Qualifications

  • · Sustainable Management Degree: A Leadership Expedition to the Future, Porto Business School, 2020
  • · Orchestrating Winning Performance Program course, IMD Business School, June 2019
  • · Doctorate in Business Science from the University of Porto, Faculty of Economics (FEP)
  • · Master's Degree in Business Science, with an expertise in Financing (FEP)
  • . Degree in Management (FEP)

Offices held in other companies as of 31.12.2022

  • Vice-Dean of Porto Business School
  • Member of the Sustainability Committee of Porto Business School
  • Member of the Remuneration Committee of Caixa Geral de Depósitos
  • Non-executive director of the BIAL Foundation
  • · Member of the Board of Trustees of the Santander Foundation.

  • · Pro-Dean of University of Porto, in charge of strategic planning and management (2008-2015)

  • · Member of the BIOPOLIS Installation Committee, Centre of Excellence for Basic and Environmental Biology, Ecosystem Monitoring and AgroBiodiversity (2020-2021)

  • Chairman of the Statutory Independent Audit Board of the José Marques da Silva Foundation Institute (2012-2016)

  • · Member of the General Council of INESC Porto TEC (2012-2015)
  • Member of the Statutory Independent Audit Board of the Fundação Ciência e Desenvolvimento (2008-2012)
  • Member of the Board of UPTEC Associação para o Desenvolvimento do Parque de Ciência e Tecnologia da University of Porto (2008-2009)
  • · Director of the Instituto Mercado de Capitais da Euronext Lisboa (1999-2002)
  • · Author of several papers on national and international professional and academic magazines, regular speaker in conferences in its areas of expertise

PAULO CARDOSO CORREIA DA MOTA PINTO

Member

Qualifications

• Degree, Master's, and Doctorate in Civil Law Sciences at Faculty of Law, University of Coimbra

Offices held in other companies as of 31.12.2022

  • Professor at the Faculty of Law of the University of Coimbra. He has also taught and qiven lectures in the field of private law at other universities in Portugal and abroad (Brazil, Angola, Mozambique, Macau, Spain, Germany, etc.)
  • · Member of various Master's and Doctorate panels, particularly in the field of private law, sometimes as examiner. He has published studies (articles and books) mainly in the field of civil law and fundamental rights and has written preliminary drafts of laws (such as the legal rules governing the sale of consumer goods and direct-mail advertising)
  • Legal adviser and arbitrator. In this latter capacity, he has chaired or been a member of adhoc arbitral tribunals, set up by the Centres for Commercial Arbitration of the Associação Comercial do Porto and the Associação Comercial de Lisboa or for the International Court of Arbitration of the International Chamber of Commerce

Professional Experience

• He was Chairman of the General Meeting of the Caixa Geral de Depósitos (2016-2021)

  • · Chairman of the Intelligence Oversight Committee of the Portuguese Republic, elected by the Assembly of the Republic (mar.2013 - dec.2017)
  • · Former Member of Parliament, Chairman of the Parliamentary Budget and Finance Committee of the 11th Legislature (nov.2009 - apr.2011), and Chairman of the European Affairs Committee, of the 12th Legislature (jun.2011- oct2015)
  • Former Vice-Chairman of the National Political Committee of the PSD (2008-2010)
  • · Constitutional Court Judge, elected by the Assembly of the Republic (11.mar. 1998 4.apr.2007)
  • · Former Legal Advisor of BPI Banco Português de Investimento (1991-1998)

ANA LUISA NABAIS ANICETO DA FONTE

Alternate Member

Qualifications

  • · Degree in Business Management and Administration from the Faculty of Economics and Management of the Portuguese Catholic University
  • Advanced Training in Taxation by the Portuguese Catholic University
  • · Member of the Portuquese Institute of Statutory Auditors and the Portuguese Chartered Accountants Association

Offices held in other companies as of 31.12.2022

  • · Partner at the Statutory Auditing Firm Ana Fonte & Associados
  • · Member of the Statutory Independent Audit Board of SDSR Sports Division SR, S.A.
  • · Member of the Statutory Independent Audit Board of the Sociedade Gestora dos Fundos de Pensões do Banco de Portugal, S.A.
  • Member of the Statutory Independent Audit Board at MARTIFER, SGPS, S.A. (substitute)
  • · Representative of the Portuquese Institute of Statutory Auditors in the "Young Professionals" working group of Accountancy Europe (ended at the beginning of 2021)
  • · Assistant to the Director of the Northern Regional Services of the Portuguese Institute of Statutory Auditors (ended at the beginning of 2021)
  • · Since 2016, she has collaborated with the technical department of the Portuguese Institute of Statutory Auditors in the revision of regulations applicable to the profession (ended at the beginning of 2021)

  • Since 2011, she has been teaching the audit modules of the Preparation Course for Statutory Auditor and she is also a trainer for several audit training sessions organised by the Portuguese Institute of Statutory Auditors as part of the continuous training of Statutory Auditors (ended at the beginning of 2021)
  • In collaboration with the Portuguese Institute of Statutory Auditors, she is an audit trainer on the preparation course for Admission to the College of Certified Auditors of the Mozambican Order of Accountants and Auditors (ended at the beginning of 2021)
  • · She is a lecturer in auditing on the Degree in Management, as well as on the Master's Degree in Auditing and Taxation and the Financial Information and Business Performance course of the Master's Degree in Management at the Portuguese Catholic University

Professional Experience

  • Worked at Grant Thornton's Porto office (2010-2016)
  • Ernst & Young (Mozambique) (2007)
  • Auditor at PricewaterhouseCoopers PwC (2001)

Remuneration Committee

JOSÉ CÔRTE-REAL

Chairman

Qualifications

  • · Degree in Psychology and Education Science
  • 1996 PADE High Corporate Management Program

Offices held in other companies as of 31.12.2022

  • HR Consultant .
  • Director Fundação Belmiro de Azevedo
  • · Member of the Advisory Board of Edulog.

  • · Chief Human Resources Officer (CHRO) of Sonae (2015-2019)

  • Chairman of the Consultive Group of Human Resources Sonae (2013–2019)
  • · Executive Director of Sonae MC / Sonae SR (2001-2015)
  • Chief Human Resources Officer of Sonae Distribuição (1993–2001)
  • · Chief Human Resources Officer of Modelo Continente Hipermercados (1990-1993)
  • · Chief Human Resources Officer of Modis, Distribuição Centralizada (1988-1990)
  • · Personnel Director ED. Ferreirinha & Irmão, Motores e Máquinas EFI Feruni Sociedade de Fundição (1981-1988)

4 CORPORATE GOVERNANCE REPORT

MÁRIO FILIPE MOREIRA LEITE DA SILVA Member

Qualifications

  • Degree in Economy from Porto's Faculty of Economics
  • Theoretical part of the Master's Degree in Business Science, with an expertise in Financing

Offices held in other companies as of 31.12.2022

• Member of the Board of Directors of LIVREFLUXO, S.A.

  • Member of the Board of Directors of NOS, SGPS, S.A. (2009-2020)
  • Chairman of the Board of Directors of BFA Banco Fomento Angola (2017-2020)
  • Chairman of the Board of Directors of Efacec Power Solutions, SGPS, S.A. (2015-2020)
  • · Member of the Board of Directors of ZOPT, SGPS, S.A. (2009-2022)
  • Member of the Board of Directors of Kento Holding Limited (2009-2021)
  • Member of the Board of Directors of Banco BPI, S.A. (2013-2017)
  • · Member of the Auditing and Internal Control Committee of Banco BPI, S.A. (2011-2017)
  • Chairman of the Board of Directors of Fidequity Serviços de Gestão, S.A. (2006-2020)
  • · Chairman of the Board of Directors of Santoro Financial Holding, SGPS, S.A. (2006-2020)
  • Administrative Director and CFO of Américo Amorim Group (2002-2006)
  • CFO of Grundig Auto-Rádios Portugal (1999-2001)
  • · Lecturer at the Portuguese Catholic University (1997-2001), at the Porto Business School (2013-2020) and at the Porto Accounting and Business School (since 2022)
  • Team Manager in the Audit Department of PricewaterhouseCoopers (1996-1999)
  • Analyst in the Analysis and Credit Risks Control Department of BNC Banco Nacional de Crédito (1995-1996)

RUA ACTOR ANTÓNIO SILVA, Nº9, CAMPO GRANDE, 1600-404 LISBOA.

www.nos.pt/ir

Talk to a Data Expert

Have a question? We'll get back to you promptly.