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NOS SGPS

Interim / Quarterly Report Aug 1, 2025

1904_ir_2025-08-01_5535ff3f-93b0-4cdb-8ce0-075e57ed3216.pdf

Interim / Quarterly Report

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At the date of this report the Governing Bodies were made up as follows:

Board of Directors
Chairman of the Board of Directors Angelo Paupério
Chairman of the Executive Committee Miguel Almeida
Members of the Executive Committee Luís Nascimento, CFO
Daniel Beato
Filipa Santos Carvalho
Jorge Graça
Manuel Ramalho Eanes
Members Ana Rodrigues
António Lobo Xavier
Catarina Van-Dúnem
João Dolores
Cláudia Azevedo
Rosa Soares
Fiscal Board
Chairman of the Fiscal Board José Pereira Alves
Susana Jesus
Members Paulo Pinto
Alternate Member Ana Luísa da Fonte
Officials of the General Meeting
of Shareholders
In Office António Agostinho Guedes
Alternate Daniela Baptista
Statutory Audditor
In Office KPMG & ASSOCIADOS - Sociedade de Revisores
Oficiais de Contas, S.A., inscrita na CMVM sob o
número 20161489, representado por Pedro Jorg
Quental e Cruz (ROC n.º1765)
Alternate Luís Miguel Pedrosa Guerra (ROCn.º1769)

In the first half of 2025, NOS strengthened its position as a driving force behind Portugal's digital transformation, through a series of initiatives that combine technology, innovation, and a firm commitment to the country's economic, social, and environmental development.

With an investment of 228 million euros in the first half of the year, NOS continues to demonstrate its commitment to deliver the best mobile and fixed network infrastructure and the most advanced communications services, as evidenced by our clear leadership in providing "5G Standalone" technology. At the core of this investment is a focus on innovation. For the second year in a row, NOS was recognised by the Direção Geral de Estatísticas da Educação e Ciência (an official education and science statistics office in Portugal) as the company that invests the most in R&D — a distinction that reinforces our role as a catalyst for the country's digital transformation.

As part of NOS's evolution into a broader digital enterprise, and following the acquisition of Claranet Portugal in March, this quarter we launched CyberInspect — a new business unit that democratises access to cybersecurity, enabling any company to identify vulnerabilities and reduce risks.

With a unique portfolio of products and services and a superior customer experience, and despite a challenging market environment, NOS maintained its revenue growth trajectory, posting a 4% increase in the first half of 2025.

As part of its Transformation Programme, NOS continues to improve operational efficiency — particularly through process reengineering supported by disruptive technologies such as generative Artificial Intelligence, which has driven productivity gains and cost reductions across all areas of business. The success of this programme, which is still far from its full potential, has enabled an expansion of the operating margin, which grew by 0.6 pp. this semester. Combined with revenue growth, this margin expansion led to a 5% increase in EBITDA and a 19% rise in Operating Cash Flow.

Our strong focus in new growth avenues, combined with growing operational efficiency in the telecommunications business, makes us face the company's future with confidence, despite an increasingly challenging market context. NOS remains firmly committed to reinforce its significance and unique role in Portugal's digital transition.

  • Consolidated revenues increased by 3.8% to 879.6 million euros, with a growth trajectory recorded across all business areas;
  • Operational efficiency and ongoing transformation programs enable costs to grow at a slower pace than revenues, resulting in a 5.1% EBITDA growth and margin expansion of 0.6pp to 44.9%.
  • CAPEX continues its decreasing trend, declining by -1.9% overall, reflecting the completion of most investments in 5G;
  • Recurring Free Cash Flow grew by 9.4% to a total of 122.3 million euros , supported by the structural increase in operational free cash flow, with EBITDA AL - CAPEX rising by 17.1% to 148.5 million euros.

The Consolidated Financial Statements for 1H25 were subject to a limited review.

Considering the completion of the acquisition of Claranet Portugal, as announced on March 17, 2025 ("link to the announcement"), the business units have been renamed to "Telecommunications," "IT," and "Audiovisuals and Cinemas." Additionally, the results and capex data for the periods between 2Q24 and 4Q24 have been restated to ensure comparability with the 2025 figures, reflecting the effects of the Claranet Portugal acquisition from April 2025 onwards.

Table 1.
Profit and Loss Statement (1)
(Millions of Euros)
1H24 1H25 1H25 / 1H24
Operating Revenue 847 5 879.6 3.8%
Operating costs excluding D&A (471.5) (484.4) 2.7%
EBITDA 376.0 395.3 5.1%
EBITDA margin 44.4% 44.9% 0.6pp
Operating costs excluding D&A AL (532.8) (549.1) 3.1%
FRITDA AI (2) 314.7 330.5 5.0%
EBITDA AL margin 37.1% 37.6% 0.4pp
Leasings (61.3) (64.8) 5.7%
Depreciation and Amortization (251.0) (245.4) (2.2%)
(Other Expenses) / Income 71.5 (5.1) (107.1%)
Operating Profit (EBIT) (3) 196.5 144.8 (26.3%)
Share of profits (losses) of associates and joint ventures 4.7 11.7 150.7%
(Financial Expenses) / Income (40.7) (32.7) (19.7%)
Leases Financial Expenses (11.0) (5.8) (47.5%)
Funding & Other Financial Expenses (29.7) (26.9) (9.5%)
Income Before Income Taxes 160.5 123.9 (22.8%)
Income Taxes (12.2) (6.8) (44.2%)
Non-Controlling Interests (0.1) (0.3) 232.4%
Net income 148.2 116.8 (21.2%)
Net income excluding extraordinary non-recurring effects(4) 95.1 112.5 18.3%
Table 2.
Profit and Loss Statement - Telco
(Millions of Euros)
1H24 1125 1H25 / 1H24
Revenue 759.1 781.9 3.0%
Consumer Revenue 559.6 563.7 0.7%
Business Revenue 199.4 218.1 9.4%
Operating costs excluding D&A (409.6) (417.6) 2.0%
EBITDA 349.5 364.3 4.2%
EBITDA margin 46.0% 46.6% 0.6pp
Operating costs excluding D&A AL (464.2) (475.0) 2.3%
EBITDA AL 294.9 306.9 4.1%
EBITDA AL margin 38.8% 39.3% 0.4pp

Profit and Loss Statement - IT (1)
(Millions of Euros)
1 - 24 1H25 1H25 / 1H24
Revenue (2) 67.9 66.4 5.6%
Service revenue 43.7 49.0 12.2%
Equipment & licences revenue 19.2 17.4 (9.4%)
Operating costs excluding D&A (55.7) (58.1) 4.3%
EBITDA 7.2 8.4 16.1%
EBITDA margin 11.5% 12.6% 1.1pp
Operating costs excluding D&A AL (57.3) (59.9) 4.6%
EBITDA AL 5.6 6.5 16.3%
EBITDA AL margin 8.9% 9.8% 0.9pp
Table 4.
Profit and Loss Statement - Audiovisuals & Cinema
(Millions of Euros)
1H24 1H25 1H25 / 1H24
Revenue 42.4 48.9 15.2%
Operating costs excluding D&A (23.1) (26.3) 0.1
FRITDA 19.3 22.6 17.0%
EBITDA margin 45.5% 46.2% 0.7pp
Operating costs excluding D&A AL (28.2) (31.8) 12.9%
EBITDA AL 14.3 17.1 19.7%
EBITDA AL margin 33.7% 35.0% 1.3pp

Consolidated revenue reached 879.6 million euros in 1H25, representing a 3.8% increase year-on-year. This performance was driven by the consistent delivery of the Telecommunications operations—particularly the strong growth in the business segment—alongside the expansion of the IT business and a positive contribution from the Cinema and Audiovisual business.

The Telecommunications business maintained its growth path, with revenues increasing by 3.0% to 781.9 million euros, supported by the strong momentum of the business segment, which offset the pressure experienced in the consumer segment.

In 1H25, NOS achieved solid growth of 17.7 thousand RGUs, mainly driven by the increase in postpaid mobile RGUs.

In the Consumer segment, which includes services provided to households and individuals, revenues totalled 563.7 million euros, an increase of 0.7% vs 1H24. The lack of price adjustments aligned with inflation and pressure on the customer base due to the new competitive environment impacted ARPU in this segment, resulting in a slowdown in revenue growth.

Strong momentum in the Business segment, supported by a higher volume of projects and reselling activity, with revenues in the segment growing by 9.4% to 218.1 million euros, accounting for around 28% of total Telecommunications revenue. Business revenue growth was driven by the strong performance of the Corporate segment, boosted by higher volumes of service reselling and integrated solutions. Excluding reselling revenues, the segment growth stood at 7.0%.

The IT business, which includes IT revenues from NOS and Claranet Portugal, recorded growth of 5.6%, reaching 66.4 million euros. The services business segment, which generates higher value-added and higher-

margin revenue, grew by 12.2% to 49.0 million euros, reflecting NOS's strategic positioning in this highpotential growth market. The equipment and licensing reselling segment (a more volatile line of business) saw a 9.4% decrease to 17.4 million euros due to lower reselling volumes compared to the same period last year.

The Cinema and Audiovisual business recorded strong growth compared to 1H24, with revenues increasing by 15.2% to 48.9 million euros. This was driven by a strong lineup of blockbusters, in clear contrast to 1H24, which had been negatively affected by the postponement of several major releases.

In the cinema exhibition segment, the number of tickets sold rose by 16.6% year-on-year, driven by major releases such as Lilo & Stitch, Minecraft, and Ainda estou Aqui. In the audiovisual segment, revenues increased by 22.4%, benefiting from the success of NOS Audiovisuais' distribution portfolio—most notably Lilo & Stitch, which premiered at the end of 2Q25 and ranked first in ticket sales for the first half of the year.

(1)

In 1H25, consolidated OPEX reached 484.4 million euros, a 2.7% increase compared to 1H24, below the 3.8% growth in revenue. This reflects proactive cost base management, supported by an ongoing operational transformation programme. NOS continues to generate efficiencies, particularly through process reengineering enabled by disruptive technologies such as generative AI, which have driven productivity gains and cost reductions in critical areas.

The success of the ongoing transformation programme, combined with revenue growth, led to a 5.1% increase in consolidated EBITDA in 1H25, reaching 395.3 million euros. All business areas contributed positively to this EBITDA growth, with the EBITDA margin also expanding by 0.6pp to 44.9%, reflecting the strength of operations and the effectiveness of the strategies implemented.

Telecommunications EBITDA grew by 4.2% to 364.3 million euros, with a margin expansion of 0.6pp to 46.6%. Telco costs are benefiting from the impact of the ongoing transformation programme, particularly through cost reductions in customer service-related areas, including call centres and logistics support.

The IT business recorded EBITDA of 8.4 million euros, representing 16.1% year-on-year growth. Although IT margins remain below those of Telecommunications, mainly due to the reselling segment, they expanded by 1.1pp, reaching 12.6%, driven by a higher revenue contribution from services compared to 1H24.

Cinema and Audiovisual EBITDA grew strongly by 17.0% to 22.6 million euros, supported by increased cinema attendance. The rise in operational activity led to revenue growth outpacing OPEX growth, due to the high fixed-cost component, resulting in an EBITDA margin expansion of 0.7pp to 46.2%.

Lease costs increased by 5.7% to a total of 64.8 million euros. This reflects, among other factors, the higher number of sites with radio access sharing, the inflation-linked update in Cellnex contracts (although capped at 2%), and new vehicle and equipment leases. Including leasing effects, EBITDA AL totalled 330.5 million euros, a 5.0% year-on-year increase, with the EBITDA AL margin expanding by 0.4pp to 37.6%.

In 1H25, consolidated net profit excluding extraordinary effects, namely the tower disposal and non-recurring gains from activity fees, grew by 18.3%, reaching 112.5 million euros. This performance was driven by strong operational results, with EBITDA contributing positively by 19.3 million euros year-on-year. Depreciation and amortisation also had a positive impact of 5.6 million euros, falling to 245.4 million euros due to lower depreciation on certain assets, particularly software. Net financial costs decreased by 8.0 million euros, benefiting from a more favourable interest rate environment and active debt structure management, which also supported net profit growth. Contributions from associates and joint ventures had a positive impact, adding 7.1 million euros compared to 1H24, notably due to a provision reversal at SportTV, along with improved operational results from both SportTV and ZAP. Income tax totalled 6.8 million euros, a 5.4 million euros improvement compared to the same period last year, due to a decrease in pre-tax earnings. The Other Costs and Income item recorded a negative variance of 76.5 million euros to -5.1 million euros, mainly due to the lower volume of extraordinary positive effects in 1H25 compared to the prior year, namely the net gain (post-tax) from the sale of a tower portfolio to Cellnex and favourable outcomes in legal proceedings. Including extraordinary items, net profit decreased by 21.2% to 116.8 million euros.

Total CAPEX, excluding leasing contracts, decreased by 1.9% year-on-year to 182.0 million euros, continuing the declining trend observed in recent reporting periods. This reflects NOS's strong commitment to delivering the best mobile and fixed network infrastructure in Portugal, having anticipated its investments in 5G and fixed network expansion in recent years.

In the Telecommunications business, investment levels decreased by 0.8% to 171.3 million euros. The structural deceleration of Telco CAPEX reflects progress in infrastructure deployment, particularly in mobile, where NOS ensures nationwide coverage and 5G leadership. In the fixed segment, NOS continues to modernise and expand its network through the most efficient solutions in each geography, using a mix of selfbuild, sharing agreements, and wholesale models. Customer-related CAPEX totalled 71.1 million euros, a decrease of 1.2% year-on-year.

Investment in the IT business increased by 0.6 million euros to a total of 2.6 million euros, reflecting business growth.

Table 6.
CAPEX (1)(2)
(Millions of Euros)
1H24 1H25 1H25 / 1H24
Total CAPEX Excluding Leasing Contracts 185.4 182.0 (1.9%)
Telco 172.6 171.3 (0.8%)
% of Telco Revenues 22.7% 21.9% (0.8pp)
o.w. Technical CAPEX 100.7 100.2 (0.5%)
% of Telco Revenues 13.3% 12.8% (0.5pp)
Baseline Telco 70.5 71.9 2.1%
Network Expansion / Substitution and Integration Projects and
Others
30.3 28.3 (6.6%)
o.w. Customer Related CAPFX 71.9 71.1 (1.2%)
% of Telco Revenues 9.5% 9.1% (0.4pp)
IT 1.9 2.6 31.9%
Audiovisuals and Cinema Exhibition 10.9 8.2 (24.7%)
Leasing Contracts 31.1 45.7 47.1%
Total Group CAPEX 216.5 227.7 5.2%

The robustness of operational performance and reduced investment needs led to a sustained increase in EBITDA AL - CAPEX, which rose by 17.1% to 148.5 million euros. Changes in working capital and non-cash items contributed positively by 3.8 million euros, driven by a reduction in inventory levels, resulting in operating cash flow growth of 18.6%, to 162.4 million euros.

Interest payments totalled 13.4 million euros, a decrease of 5.9 million euros compared to 1H24, reflecting a more favourable interest rate environment.

Total Free Cash Flow was also impacted by a reduction in extraordinary effects recorded under other movements. In 1H25, 21.9 million euros in receipts related to activity fees were recorded following favourable legal rulings—compared to a total of 46.6 million euros recorded in 1H24. The Disposal of Financial Investments item was boosted in H1 2024 by the additional sale of a tower portfolio to Cellnex, negatively affecting the year-on-year comparison with H1 2025.

Income tax totalled 30.9 million euros, impacted by 23 million euros of extraordinary effects recorded in 2024, namely the aforementioned tower sale and recognition of activity fees.

Thus, excluding the extraordinary effects related to tower disposals and non-recurring activity fee gains, Free Cash Flow grew by 9.4% to 122.3 million euros, reflecting the strength of operational performance and the continued optimisation of the capital structure. Including extraordinary effects, Free Cash Flow before dividends, financial investments, and share buybacks amounted to 121.3 million euros, representing a decrease of 93.4 million euros compared to 1H24.

Table 7.
Cash Flow (1) 1H24 1H25 1H25 / 1H24
(Millions of Euros)
EBITDA AL 311.8 330.5 6.0%
Total CAPEX Excluding Leasings (185.1) (182.0) (1.7%)
EBITDA AL - Total CAPEX Excluding Leasings 126.8 148.5 17.1%
% of Revenues 15.5% 16.9% 1.3pp
Non-Cash Items Included in EBITDA AL - CAPEX and Change in
Working Capital
10.1 13.9 37.5%
Operating Cash Flow 136.9 162.4 18.6%
Interest Paid (19.4) (13.4) (30.7%)
Income Taxes Paid (0.6) (30.9) 4690.0%
Disposals 57.5 0.3 (99.5%)
Other Cash Movements 40.3 3.0 (92.6%)
Total Free Cash-Flow Before Dividends, Financial Investments and
Own Shares Acquisition
214.7 121.3 (43.5%)
Total Free Cash Flow Before Dividends, Financial Investments, and
Own Shares Acquisition, excluding extraordinary effects (2)
111.8 122.3 9.4%
Financial Investments 0.3 (145.5) (48420.0%)
Acquisition of Own Shares (4.3) (2.5) (40.9%)
Dividends (179.0) (204.9) 14.5%
Free Cash Flow 31.8 (231.7) (828.9%)
Debt Variation Through Financial Leasing, Accruals & Deferrals &
Others
(0.5) (0.7) 32.8%
Change in Net Financial Debt 31.2 (232.4) (844.0%)

At the end of 1H25, NOS's Net Financial Debt amounted to 1,144.9 million euros, while Total Debt, including lease liabilities (in accordance with IFRS 16), reached 1,780.8 million euros. The Net Financial Debt / EBITDA AL ratio stood at 1.7x at the end of the period, consolidating NOS's position as one of the most conservative in the sector.

The all-in average cost of debt in 1H25 was approximately 3.10%.

NOS continues to maintain an extremely solid liquidity position, totalling 277.9 million euros, composed of 270 million euros in undrawn commercial paper programmes and 7.9 million euros in Cash and Cash Equivalents.

As of 30 June 2025, approximately 16% of NOS's debt was issued at fixed rates, while 50% was covered by interest rate collars. The average maturity of total debt increased to 2 years and 3 months by the end of the first half.

In addition to the 100 million euros financing contracted in March 2025, NOS secured a new 100 million euros facility in June from BPI Bank. This new financing, maturing in 2029, was split between a bond loan and a commercial paper programme.

Table 8.
Balance Sheet
(Millions of Euros)
1H24 1H25 1H25 / 1H24
Non-current Assets 2,852.5 2,990.3 4.8%
Current Assets 510.3 535.9 5.0%
Total Assets 3,362.8 3,526.2 4.9%
Total Shareholders' Equity 964.6 992.9 2.9%
Non-current Liabilities 1,467.5 1,601.9 9.2%
Current Liabilities 930.8 931.4 0.1%
Total Liabilities 2,398.3 2,533.3 5.6%
Total Liabilities and Shareholders' Equity 3,362.8 3,526.2 4.9%
Net Financial Debt
(Millions of Euros)
1124 1425 1H25 / 1H24
Short Term 320.8 279.0 (13.0%)
Medium and Long Term 751.4 873.8 16.3%
Total Debt 1,072.1 1,152.9 7.5%
Cash and Short Term Investments 14.0 7.9 (43.4%)
Net Financial Debt (1) 1,058.1 1,144.9 8.2%
Net Financial Debt / EBITDA after lease payments (last 4 quarters) (2) 1.71x 1.71× (0.0pp)
Leasings and Long Term Contracts 627.0 635.9 1.4%
Net Debt 1,685.1 1,780.8 5.7%
Net Debt / EBITDA (last 4 quarters) 2.29x 2.23x (0.03pp)
Net Financial Gearing (3) 61.4% 60.9% (0.0pp)
(1) Net Financial Deht = Borrowings = Leasings = Cash

On 11 April 2025, NOS held its Annual General Meeting. All items on the agenda were approved and, as a result, NOS shareholders approved the payment of a total dividend of 0.40 cents per share (0.35 cents per share as an ordinary dividend and 0.05 cents per share as an extraordinary dividend), which was paid on 24 April 2025.

Following this dividend payment, NOS will maintain a solid capital structure, remaining below its target net leverage ratio of 2x NFD / EBITDA AL.

As at 30 June 2024, 31 December 2024 and 30 June 2025 (Amounts expressed in thousands of euros)

Tangible fixed assets 7 1,089,463 1,092,809 1,117,975
Investment property 2.3.23 252 143 139
Intangible assets 8 1,176,901 1,145,612 1,247,927
Costs of contracts with customers 9 158,291 159,671 160,181
Rights of use 10 299,681 306,631 332,329
Investments in joint ventures and associates 11 34,595 37,650 46,126
Accounts receivable - other 12 3,911 3,911 3,867
Tax receivable 13 48 149 149
Other non-current financial assets 14 6,725 9,762 9,819
Deferred tax assets 15 75,746 66,255 70,605
Derivative financial instruments 16 6,906 2,484 1,198
Inventories 17 45,734 41,236 34,396
Accounts receivable - trade 18 308,347 331,461 360,603
Contract assets 19 38,004 31,696 27,257
Accounts receivable – other 12 24,323 58,833 46,367
Tax receivable 13 27,919 5,979 3,426
Prepaid expenses 20 51,641 55,610 55,948
Derivative financial instruments 16 319 811 -
Cash and cash equivalents 21 14,014 9,084 7,930

Share capital 22.1 855,168 855,168 257,581
Share premium 22.2 4,202 4,202 4,202
Own shares 22.3 (15,002) (15,002) (13,330)
Legal reserve 22.4 4,692 4,692 14,431
Other reserves and accumulated earnings 22.4 (39,726) (41,738) 605,584
Net income 148,555 272,259 116,808
Non-controlling interests 23 6,661 7,397 7,665
Borrowings 24 1,301,022 1,306,276 1,426,493
Provisions 25 76,414 83,867 85,313
Accounts payable - other 26 43,109 42,109 42,109
Tax payable 13 38,738 41,311 35,224
Derivative financial instruments 16 12 - 362
Deferred tax liabilities 15 8,196 6,803 12,351
Borrowings 24 398,099 241,954 362,235
Accounts payable – trade 27 184,622 190,158 188,221
Accounts payable – other 26 35,259 35,086 29,747
Tax payable 13 33,630 59,048 63,502
Accrued expenses 29 241,454 219,496 243,675
Deferred income 30 37,715 46,517 42,983
Derivative financial instruments 16 - 184 1,086

As a standard practice, only the annual accounts are audited, therefore the semester amounts were not audited separately.

The Notes to the Financial Statements form an integral part of the condensed consolidated statement of financial position as at 30 June 2025.

For the quarters and semesters ended 30 June 2024 and 2025 (Amounts expressed in thousands of euros)

Services rendered 374,313 743,558 408,945 790,590
Sales 29,259 55,136 39,758 70,427
Other income 8,650 16,816 9,541 18,596
31
Wages and salaries 32 22,696 45,374 29,773 52,495
Direct costs 33 90,087 177,229 102,194 195,745
Cost of products sold 34 25,315 48,120 32,316 58,151
Marketing and advertising 8,281 18,335 9,947 19,906
Support services 35 22,686 45,269 20,985 42,279
Supplies and external services 35 41,222 82,026 38,425 80,261
Other operating expenses / (income) 238 399 398 592
Indirect taxes 10,154 19,320 7,942 16,057
Provisions and adjustments 36 3,903 7,344 13,342 18,868
Depreciation, amortisation and impairment losses 7, 8, 9, 10
& 37
124,992 247,320 121,681 245,365
Restructuring costs 38 873 1,390 9,101 9,473
Losses / (gains) on disposal of assets, net (34,175) (34,590) (135) (509)
Other non-recurring losses / (gains), net 39 (7,020) (38,403) 81 (3,904)
Losses / (gains) in subsidiaries, net 11 & 40 (1,984) (4,680) (2,385) (11,734)
Financing costs 41 18,795 39,143 14,814 29,278
Foreign exchange losses / (gains), net (76) (189) 487 834
Losses / (gains) on financial assets, net 9 (449) 90 392
Other financial expenses / (income), net 41 850 1,821 1,266 2,185
Income tax 15 4,574 12,094 (172) 6,800
NOS Group Shareholders 42 80,711 148,555 57,802 116,808
Non-controlling interests 23 91 82 292 271
Basic - euros 42 0.16 0.29 0.11 0.23
Diluted - euros 42 0.16 0.29 0.11 0.23

As a standard practice, only the annual accounts are audited, therefore the semester amounts were not audited separately.

The Notes to the Financial Statements form an integral part of the condensed consolidated statement of income by nature for the semester ended 30 June 2025.

For the quarters and semesters ended 30 June 2024 and 2025 (Amounts expressed in thousands of euros)

Changes in the comprehensive income of entities recognised
using the equity method
11 (284) 475 (2,376) (3,558)
Fair value of interest rate derivatives 16 594 2,526 (824) (1,313)
Deferred tax - interest rate derivatives 16 (133) (568) 177 282
Fair value of exchange rate derivatives 16 (97) 289 (908) (1,582)
Deferred tax - exchange rate derivatives 16 27 (81) 197 405
Changes in currency translation reserve and other 7 4 26 14
NOS Group Shareholders 80,825 151,200 54,094 111,056
Non-controlling interests 23 91 82 292 271

As a standard practice, only the annual accounts are audited, therefore the semester amounts were not audited separately.

The Notes to the Financial Statements form an integral part of the condensed consolidated statement of comprehensive income for semester ended 30 June 2025.

For the semesters ended 30 June 2024 and 2025 (Amounts expressed in thousands of euros)

Appropriation of results
Transfer to reserves - - - 318 - - - 180,677 (180,995) - -
Dividends paid 22.4 - - - - - - - (178,958) - - (178,958)
Acquisition of own shares 22.3 - - (4,261) - 4,261 - - (4,261) - - (4,261)
Distribution of own shares:
Share incentive scheme 22.3 - - 4,197 - (4,197) (3,277) - 3,277 - - -
Other remunerations 22.3 - - 121 - (121) - - 113 - - 113
Share plan - Costs of cash-settled plans 46 - - - - - (1,180) - - - - (1,180)
Share plan - Costs for the period and other 46 - - - - - 2,867 - 6 - (6) 2,867
Comprehensive income - - - - - - 2,166 479 148,555 82 151,282
Appropriation of results
Transfer to reserves - - - 9,739 - - - 262,520 (272,259) - -
Dividends paid 22.4 - - - - - - - (204,905) - - (204.905)
Share capital reduction 22.1 (597,587) - - - - - - 597,587 - - -
Acquisition of own shares 22.3 - - (2,517) - 2,517 - - (2,517) - - (2,517)
Distribution of own shares:
Share incentive scheme 22.3 - - 4,060 - (4,060) (3,892) - 3,892 - - -
Other remunerations 22.3 - - 129 - (129) - - 129 - - 129
Share plan - Costs of cash-settled plans 45 - - - - - (1,393) - - - - (1,393)
Share plan - Costs for the period and other 46 - - - - - 3,322 - 3 - (5) 3,322
Comprehensive income - - - - - - (2,208) (3,544) 116,808 271 111,327

As a standard practice, only the annual accounts are audited, therefore the semester amounts were not audited separately.

The Notes to the Financial Statements form an integral part of the condensed consolidated statement of changes in equity for the semester ended 30 June 2025.

For the semester ended 30 June 2024 and 2025 (Amounts expressed in thousands of euros)

Receipts from customers 974,135 1,048,041
Payments to suppliers (438,010) (523,236)
Payments to employees (64,422) (78,822)
Receipts / (payments) related to income taxes (646) (30,939)
Other receipts / (payments) relating to operating activities (9,920) (7,003)
Financial investments 550 849
Tangible fixed assets 70,680 287
Interest and similar income 4,520 4,064
Financial investments 4 (249) (153,508)
Tangible fixed assets (114,882) (95,932)
Intangible assets and costs of contracts with customers (122,047) (113,827)
Borrowings 24 217,700 460,000
Borrowings 24 (246,000) (231,000)
Amortisation of lease contracts 24 (44,175) (49,351)
Interest and similar expense 24 (40,528) (32,023)
Dividends 22.4 (178,958) (204,905)
Acquisition of own shares 22.3 (4,261) (2,517)
Change in cash and cash equivalents (4)=(1)+(2)+(3) 3,487 (9,823)
Change of perimeter 4 (1) 7,305
Cash and cash equivalents, net of bank overdrafts at the beginning of the period 8,490 8,724

As a standard practice, only the annual accounts are audited, therefore the semester amounts were not audited separately.

The Notes to the Financial Statements form an integral part of the condensed consolidated cash flow statement for the semester ended 30 June 2025.

As at 30 June 2025

(Amounts expressed in thousands of euros, unless otherwise stated)

NOS, SGPS, S.A. ("NOS", "NOS SGPS" or the "Company"), whose name has not changed during the year, was formerly known as ZON OPTIMUS, SGPS, S.A. ("ZON OPTIMUS") and until 27 August 2013 as ZON Multimédia - Serviços de Telecomunicações e Multimédia, SGPS, S. A. ("ZON").A. ("ZON"), currently with registered offices at Rua Actor António Silva, nº 9, Campo Grande, was incorporated by Portugal Telecom, SGPS, S.A. ("Portugal Telecom") on 15 July 1999 with the aim of developing its strategy for the multimedia business.

During 2007, Portugal Telecom carried out the spinoff of ZON, allocating its shareholding in this company to its shareholders, which became totally independent from Portugal Telecom.

During 2013, ZON and Optimus, SGPS, S.A. ("Optimus SGPS") completed a merger by incorporation of Optimus SGPS into ZON, with the Company adopting the name ZON OPTIMUS, SGPS, S.A. on that date.

On 20 June 2014, as a result of the launch of the new "NOS" brand on 16 May 2014, the General Meeting of Shareholders approved a change in the Company's name to NOS, SGPS, S.A.

The businesses operated by NOS and its subsidiaries that comprise its corporate universe ("Group" or "NOS Group") include cable and satellite television services, voice services and Internet access, video production and sale, advertising on pay-TV channels, operating movie theatres, film distribution, the production of pay-TV channels, management of datacentres, licensing and provision of engineering and consultancy services in the field of IT, mainly in the Portuguese market.

The shares representing NOS's capital are listed on the stock exchange Euronext - Lisbon. The Group's shareholder structure on 30 June 2025 is shown in Note 22.1.

The activities of NOS Comunicações ("NOS SA") and its subsidiaries, NOS Technology, NOS Açores, NOS Madeira, NOS Wholesale, NOS Sistemas comprise: a) the distribution of television signals by cable and satellite; b) the operation of a state-of-the-art GSM/UMTS/LTE/5G mobile communications network; c) the operation of electronic communications services, including data communication and multimedia services in general; d) voice over internet protocol ("VOIP") services; e) mobile virtual network operator ("MVNO"); f) the provision of advisory, consultancy and related services, directly or indirectly related to the above activities and services; and g) management of datacentres and the provision of consultancy services in the field of information systems. The activity of these companies is regulated by Law 16/2022 (Electronic Communications Law), which establishes the regime applicable to electronic communications networks and services.

NOS Audio - Sales and Distribution, formerly NOS Lusomundo TV and the result of the merger of NOSPUB into NOS Lusomundo TV in December 2020, is primarily engaged in the negotiation, purchase and distribution of content rights and other multimedia products for television and other distribution platforms, currently producing cinema channels and series through the compilation of acquired content, which are distributed, among other operators, by NOS SA and its subsidiaries. This company also manages the advertising space of pay-TV channels and NOS Cinemas movie theatres.

NOS Audiovisuais and NOS Cinemas, together with their subsidiaries, operate in the audiovisual sector, which includes video production and sale, film distribution, operating movie theatres, 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 commercialisation of patents and concessions for commercial operation, as a result of the creation of new products and services), the demonstration, promotion, transfer or technology and training in the fields of information services and systems and state-of-the-art fixed and mobile TV, internet, voice and data solutions.

On 17 March 2025, NOS acquired the entire share capital of the Claranet Portugal Group. The Claranet Group's main activity is the provision of Information Technology services, including Cloud, Workplace, Applications, Data & AI, and Security solutions, as well as cybersecurity and connectivity services (Note 4).

The notes to the financial statements follow the order in which the items are presented in the consolidated financial statements.

The consolidated financial statements for the semester ended 30 June 2025 were approved by the Board of Directors and authorised for issue on 21 July 2025.

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 main accounting policies applied in preparing the financial statements are described below. These policies have been consistently applied to all financial years presented, unless otherwise stated.

The condensed consolidated financial statements were prepared in accordance with IAS 34 Interim Financial Reporting ("IAS 34"). Consequently, these financial statements do not include all the information required by IFRS and should therefore be read in conjunction with the consolidated financial statements for the year ended 31 December 2024.

The consolidated financial statements are presented in euros as this is the main currency of the Group's operations and all figures are presented in thousands of euros, unless otherwise stated. The financial statements of subsidiaries with another main currency have been converted into euros in accordance with the accounting policies described in Note 2.3.21

The consolidated financial statements have been prepared on a going concern basis from the accounting books and records of the companies included in the consolidation (Appendix A) and under the historical cost convention, modified, where applicable, by the valuation of financial assets and liabilities (including derivatives) at fair value (Note 2.3.24).

In preparing the consolidated financial statements in accordance with IFRS, the Board of Directors used estimates, assumptions, and critical judgements with an impact on the value of assets and liabilities and the recognition of income and expenses for each reporting period. Although these estimates are based on the best information available at the date of preparation of the consolidated financial statements, current and future results may differ from these estimates. The areas involving a greater degree of judgement and estimates are presented in Note 3.

The Board of Directors considers that there are no material uncertainties that could jeopardise the going concern assumption, despite current liabilities being higher than current assets. An analysis was carried out and it was concluded that the Group has the necessary resources to continue as a going concern for a period of no less than 12 months from the reporting date.

In the preparation and presentation of the consolidated financial statements, the NOS Group declares explicit and unqualified compliance with IAS/IFRS standards and their SIC/IFRIC interpretations, approved by the European Union.

In March 2025, the acquisition of Claranet was completed, with a view to strengthening the Group's presence in the lT business segment. Accordingly, the consolidated financial statements for the period ended 30 June 2025 include 3 months of operation of this acquired business (Note 4). Excluding this operation, these consolidated financial statements are comparable in all material respects with those of the previous year.

Changes in accounting policies and disclosures

The following standards, interpretations, amendments and revisions endorsed by the European Union have mandatory application for the first time in the financial year beginning on 1 January 2025:

  • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability. The amendments clarify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. A currency is exchangeable into another currency when an entity is able to exchange that currency for another currency on the measurement date and for a specific purpose. When a currency is not exchangeable, the entity is required to estimate a spot exchange rate. According to the amendments, entities will have to provide new disclosures to help users assess the impact of using an estimated exchange rate in the financial statements. These disclosures may include:
    • The nature and financial effects of the currency not being exchangeable;
    • The spot exchange rate used;
    • The estimation process; and
    • The risks to which the company is exposed because the currency not being exchangeable;

The amendments have no material impact on the Group's consolidated financial statements.

The following standards, interpretations, amendments and revisions endorsed by the European Union have mandatory application in future financial years:

• Amendments to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments – The amendments:

  • Clarify the classification of financial assets with environmental, social and corporate governance (ESG) linked-features and other similar contingent features, since these features in loans can affect whether they are measured at amortised cost or at fair value. To resolve any potential diversity in practical application, the amendments clarify how the contractual cash flows of loans should be measured.
  • Clarify the date on which a financial asset or financial liability is derecognised when it is settled using electronic payment systems. There is an accounting policy option that allows a financial liability to be derecognised before the cash is delivered on the settlement date, if certain criteria are met.
  • Improving the description of "non-recourse", according to the amendments, a financial asset has non-recourse features if the ultimate right to receive cash flows from an entity is contractually limited to the cash flows generated by specific assets. Non-recourse features do not necessarily exclude the financial asset from complying with SPPI, but its features need to be carefully analysed.
  • Clarify that a contractually linked instrument must feature a waterfall payment structure that creates a concentration of credit risk by allocating losses disproportionately between different tranches. The underlying pool can include financial instruments not in the scope of IFRS 9 classification and measurement (e.g., lease receivables) but must have cash flows that are equivalent to SPPI.

The International Accounting Standards Board (IASB) has also introduced additional disclosure requirements relating to equity investments designated at fair value through other comprehensive income and financial instruments with contingent features, for example features linked to ESG targets. The standard applies to annual reporting periods beginning on or after 1 January 2026 and applies retrospectively. Early application is permitted.

• Amendments to IFRS 9 and IFRS 7 – Nature-Dependent Electricity: On 18 December 2024, the IASB issued amendments to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs).

Nature-dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power. The amount of electricity generated under these contracts can vary based on uncontrollable factors such as weather conditions. Current accounting requirements may not adequately capture how these contracts affect a company's performance.

To allow companies to better reflect these contracts in the financial statements, the IASB has made targeted amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. The amendments include:

  • Clarifying the application of the "own-use" requirements;
  • Permitting hedge accounting if these contracts are used as hedging instruments; and
  • Adding new disclosure requirements to enable investors to understand the effect of these contracts on a company's financial performance and cash flows.

These amendments are effective for periods beginning on or after 1 January 2026. Earlier adoption is permitted.

The Group is currently analysing the potential impacts arising from the application of the new standards/amendments and therefore they were not applied by the Group during the semester ended 30 June 2025.

The following standards, interpretations, amendments and revisions, with mandatory application in future financial years, have not been endorsed by the European Union as of the date of approval of these financial statements:

  • Annual Improvements Volume 11 The amendments impact the following standards:
    • IFRS 1 First-time adoption of International Financial Reporting Standards Hedge accounting by a first-time adopter;
    • IFRS 7 Financial Instruments: Disclosures and the respective Implementation Guidance, in order to clarify:
      • o The Implementation Guidance regarding Gain and loss on derecognition;
      • o The Implementation Guidance, namely its Introduction, Fair Value paragraph (disclosures regarding the difference between fair value and transaction price) and Credit Risk disclosure.
    • IFRS 9 Financial Instruments:
      • o Derecognition of lease liabilities;
      • o Transaction price;
    • IFRS 10 Consolidated Financial Statements Determination of a "De facto agent";
    • IAS 7 Statement of Cash Flows Amendment related to Investments in subsidiaries, associates and joint ventures.

The amendments apply to annual reporting periods beginning on or after 1 January 2026. Early application is permitted.

  • IFRS 18 Presentation and Disclosure of Financial Statements. This standard will replace IAS 1 Presentation and Disclosure of Financial Statements and aims to improve comparability and increase transparency. The main changes introduced by this standard are:
    • Promotes a more structured income statement. In particular, it introduces a new "operating profit" subtotal (as well as its definition) and the requirement for all income and expenses to be classified into three new distinct categories based on a company's main business activities: Operating, Investing and Financing.
    • Requirement for companies to analyse their operating expenses directly on the face of the income statement - either by nature, by function or on a mixed basis.
    • Requirement for some of the "non-GAAP" measures to be reported in the financial statements. The standard defines non-GAAP performance measures as a subtotal of income and expenses that:
      • o are used in public communications outside the financial statements; and
      • o communicate management's view of financial performance

For each MPM presented, companies will need to explain in a single note to the financial statements why the measure provides useful information and how it is calculated, and to reconcile it to an amount determined under IFRS.

  • Introduction of enhanced guidance on how companies group information in the financial statements. This includes guidance on whether material information is included in the primary financial statements or is further disaggregated in the notes. The standard applies to annual reporting periods beginning on or after 1 January 2027 and applies retrospectively. Early application is permitted.
  • IFRS 19 Subsidiaries without Public Accountability: Disclosures. This standard allows eligible subsidiaries to elect to apply reduced disclosure requirements of IFRS 19, while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. Application of the standard is optional for eligible subsidiaries. An entity applying IFRS 19 is required to disclose that fact as part of its general IFRS accounting standards compliance statement. A subsidiary may elect to apply the new standard in its consolidated, individual or separate financial statements, provided that, at the reporting date:
    • does not have public accountability;
    • its parent company prepares consolidated financial statements in accordance with IFRS.

A subsidiary that applies IFRS 19 is required to state clearly in its explicit and unconditional statement of compliance with IFRS that IFRS 19 has been adopted.

The Standard applies to annual reporting periods beginning on or after 1 January 2027 and applies retrospectively. Early application is permitted.

These standards/amendments have not yet been endorsed by the European Union and, as such, were not applied by the Group during the semester ended 30 June 2025. The Group is analysing the possible impacts of applying the new standards/amendments.

Controlled companies

Subsidiaries were consolidated using the full consolidation method. Control over an entity is considered to exist when the Group is exposed and/or has rights, to variable returns from its involvement, and has the ability to affect those returns through its power over the entity. When the Company directly or indirectly holds the majority of the voting rights at the General Meeting or has the power to determine financial and operating policies. In situations where the Company has substantial control over other entities created for a specific purpose, even if it does not directly hold shareholdings in those entities, they are consolidated using the full consolidation method. The entities in these situations are listed in Appendix A.

Third parties' shareholdings in the equity and net income of these companies are shown separately in the consolidated statement of financial position and the consolidated income statement, respectively, under "Non-controlling interests" (Note 23).

The identifiable assets acquired and the liabilities and contingent liabilities assumed in a business combination are initially measured at fair value on the acquisition date, regardless of the existence of noncontrolling interests. The excess of the acquisition cost over the fair value of the Group's share of the identifiable assets and liabilities acquired is recognised as goodwill. In cases where the acquisition cost is lower than the fair value of the net assets identified, the difference is recognised as a gain in the income statement for the year in which the acquisition takes place.

Non-controlling interests are initially recognised at the respective proportion of the fair value of the assets and liabilities identified.

When additional shares are acquired in companies already controlled by the Group, the difference between the percentage of capital acquired and the respective acquisition value is recognised directly in equity.

Whenever an increase in the share capital of an associated company results in the acquisition of control, which is then included in the consolidated financial statements using the full consolidation method, the fair values of the percentages previously held are considered as part of the purchase price, and the difference between the book value of the shareholding in the associated company and the fair value is recognised in the income statement.

Directly attributable transaction costs are immediately recognised in the income statement.

When the Group loses control over a controlled entity, the assets and liabilities of that entity are derecognised, along with any non-controlling interests and other components recognised in equity. Any resulting gain or loss is recognised in the income statement. Any interest held in the entity is measured at fair value when control is lost.

The results of companies acquired or sold during the year are included in the income statements from the date of obtaining control or until the date of disposal, respectively.

Internal transactions, balances, unrealised gains on transactions and dividends distributed between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Whenever necessary, adjustments are made to the financial statements of subsidiaries in order to standardise their accounting policies with those of the Group.

Jointly controlled companies

The classification of financial investments in jointly controlled companies is determined on the basis of the existence of shareholders' agreements that demonstrate and regulate joint control. Investments in jointly controlled companies are accounted for using the equity method (Appendix C). In accordance with this method, the financial investments are periodically adjusted by the amount corresponding to the share in the net results of the jointly controlled companies, against the item "Losses / (gains) in subsidiaries, net" in the income statement. Direct changes in equity following the acquisition of jointly controlled companies are recognised in the amount of the investments against "Reserves" in equity.

In addition, financial investments may also be adjusted by recognising impairment losses.

Any excess of the acquisition cost over the fair value of the identifiable net assets and liabilities (goodwill) is recorded as part of the financial investment in jointly controlled companies, and the investment is tested for impairment when there are indicators of loss of value. In cases where the acquisition cost is lower than the fair value of the net assets identified, the difference is recognised as a gain in the income statement for the year in which the acquisition takes place.

Losses in jointly controlled companies that exceed the investment made in those entities are not recognised, except when the Group has assumed commitments towards that entity.

Dividends received from these companies are recognised as a decrease in the value of financial investments.

Associated companies

An associate is an entity over which the Group has significant influence, through participation in decisions relating to its financial and operating policies but 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 added to the value of the respective financial investment and its recovery is

analysed within the scope of the financial investment in the associate whenever there are signs of a possible loss of value. In cases where the acquisition cost is lower than the fair value of the identifiable net assets, the difference is recognised as a gain in the income statement for the period in which the acquisition takes place.

Financial investments in associated companies (Appendix B) are recorded using the equity method, except for associated companies held directly or indirectly through a venture capital organisation. In accordance with this method, financial investments are periodically adjusted by the amount corresponding to the share in the net results of associated companies, against the item "Losses / (gains) in subsidiaries, net" in the income statement. Direct changes in equity following the acquisition of associates are recognised in the value of the shareholding against reserves, in equity. In addition, shareholdings may also be adjusted by recognising impairment losses.

The Group's investments in associated companies, held directly or indirectly through a venture capital organisation, are measured at fair value through profit or loss. These investments are shown under "Other non-current financial assets" in the statement of financial position and changes in fair value are recorded against "Losses / (gains) on financial assets, net" in the income statement.

Losses in associates exceeding the investment made in those entities are not recognised, except when the Group has assumed commitments towards that associate.

Dividends received from these companies are recognised as a decrease in the value of financial investments.

Shareholdings in entities without significant influence

Investments made by the Group in entities where it does not exercise significant influence are measured at fair value through profit or loss.

These investments are shown under "Other non-current financial assets" in the statement of financial position and changes in fair value are recognised under "Losses / (gains) on financial assets, net" in the income statement.

Balances and transactions between Group companies

Balances and transactions, as well as unrealised gains, between Group companies and between these and the parent company are eliminated on consolidation.

Unrealised gains arising from transactions with associated companies or jointly controlled companies are eliminated in consolidation to the extent attributable to the Group. Unrealised losses are likewise eliminated unless they provide evidence of an impairment of the asset transferred.

As recommended by IFRS 8, the Group presents its operating segments based on internally produced management information (Note 5). In fact, the operating segments are reported in a manner consistent with the internal management information model provided to the Group's chief operating decision maker, who is responsible for allocating resources to the segment and assessing its performance, as well as making strategic decisions.

The Group presents assets and liabilities in the statement of financial position based on their classification as current or non-current. An asset is classified as current when:

  • it is expected to be realised, or is intended to be sold or consumed, within the normal operating cycle of the business;
  • it is held primarily for trading purposes;
  • it is expected to be realised within 12 months after the reporting period;
  • it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

A liability is classified as current when:

  • it is expected to be settled within the normal operating cycle of the business;
  • it is held primarily for trading purposes;
  • the settlement of the liability is expected to take place within 12 months after the reporting period;
  • it does not have the right, at the end of the reporting period, to defer settlement of the liability for at least twelve months after the reporting period.

The Group's other assets and liabilities are classified as non-current.

Realisable assets and liabilities due within one year of the statement of financial position date are classified under current assets and current liabilities, respectively.

In accordance with IAS 1, "Restructuring costs", "Losses / (gains) on disposal of assets, net" and "Other nonrecurring costs / (gains), net" reflect unusual costs and revenues that should be reported separately from the usual cost and revenue lines, in order to avoid distorting the financial information of regular operations, and to be consistent with the way in which the group's financial performance is analysed 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 programmes and respective indemnities; regulatory matters and lawsuits; extraordinary impairment of assets due to reduction in their recoverable value; disposal of non-current assets; among others. If costs and revenues consistently meet established criteria throughout reporting periods, they are classified as unusual and presented separately within the financial statements.

Tangible fixed assets are stated at acquisition cost, less depreciation and accumulated impairment losses, where applicable. The acquisition cost includes, in addition to the purchase price of the asset: (i) the expenses directly attributable to the purchase; and (ii) the estimated costs of dismantling, removing the assets and requalifying the site, which in the Group is mainly applicable to the business of operating movie theatres, telecommunications towers and offices (Note 7).

Estimated losses arising from the replacement of equipment before the end of its useful life, for reasons of technological obsolescence, are recognised as a deduction from the respective asset against profit or loss for the period. Maintenance and repair costs of a current nature are recognised as a cost when incurred. Significant costs incurred in renewing or improving assets are capitalised and depreciated over the corresponding estimated period of recovery of these investments, when it is probable that future economic benefits associated with the asset will flow to the company and the cost of the asset can be measured reliably.

Gains and losses on disposals of tangible fixed assets, determined by the difference between the sale price and the respective net book value, are recognised in the income statement under "Losses / (gains) on disposals of assets, net".

Depreciation

Tangible fixed assets are depreciated from the moment they are ready for use. Depreciation of these assets, less their residual value, is carried out using the straight-line method, in twelfths, from the month in which they are available for use, in accordance with the useful life of the assets, defined according to their expected usefulness.

The depreciation rates applied translate into the following estimated useful lives:

Buildings and other constructions 2 to 50 2 to 50
Basic equipment:
Network equipment 8 to 40 8 to 40
Terminal equipment 1 to 5 1 to 5
Other basic equipment 1 to 16 1 to 16
Transport equipment 3 to 4 3 to 4
Administrative equipment 2 to 10 2 to 10
Other tangible fixed assets 4 to 8 4 to 8

During the quarter ended 31 March 2025, NOS revised the depreciation rates of some equipment installed in customers' homes in the Alarms business, reducing the useful life from 5 years to the same period, resulting in an increase in Depreciation, amortisation and impairment losses (Tangible fixed assets) of €5 million (Note 37).

Non-current assets (or discontinued operations) are classified as held for sale if their value is realisable through a sale transaction rather than through their continued use.

This situation is considered to occur only when: (i) the sale is highly probable and the asset is available for immediate sale in its current condition; (ii) the Group has made a commitment to sell; and (iii) the sale is expected to materialise within 12 months. In this case, non-current assets are measured at the lower of book value or fair value less costs to sell.

Non-current assets held for sale and discontinued operations are measured at the lower of: i) carrying amount and; ii) fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (or disposal group), excluding financing costs and income tax expenses.

Once certain tangible fixed assets are considered to be "held for sale", the depreciation inherent to these assets ceases and they are classified as non-current assets held for sale.

A discontinued operation is a component of an entity that either has been disposed of or is classified as held for sale, and:

  • represents a separate major line of business or a geographical area of operations;
  • is part of a single co-ordinated plan to dispose a separate major line of business or geographical area of operations or;

• is a subsidiary acquired exclusively with a view to resale.

Discontinued operations are excluded from the results of continuing operations and are presented separately as a net income after tax arising from discontinued operations in the income statement.

Intangible assets are recorded at acquisition cost, less accumulated amortisation and impairment losses, when applicable. They are only recognised when future economic benefits will flow to the Group and when these can be reliably measured.

Intangible assets are essentially made up of goodwill, telecommunications licenses, software, rights to use content 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 an event or change in circumstances may indicate that the amount for which the asset is recognised may not be recovered. If such indications exist, the Group determines the asset's recoverable value in order to determine the existence and extent of the impairment loss.

Goodwill

Goodwill represents the excess of the acquisition cost over the net fair value of the identifiable assets, liabilities and contingent liabilities of a subsidiary, jointly controlled entity or associate on the respective acquisition date, in accordance with IFRS 3.

Goodwill is recognised as an asset and included under "Intangible assets" (Note 8), in the case of a controlled company or if the excess cost originates from an acquisition by merger, and under "Investments in joint ventures and associates" (Note 11), in the case of a jointly controlled entity or associated company.

Goodwill is not amortised but is subject to impairment tests at least once a year, on a specific date, and whenever there are changes to the assumptions underlying the test carried out at the statement of financial position date, which result in a possible loss of value. Any impairment loss is recorded immediately in the income statement for the period under "Depreciation, amortisation and impairment losses" and cannot be reversed later.

For the purposes of impairment tests, goodwill is attributed to the cash-generating units to which it relates (Note 8), which may correspond to the business segments in which the Group operates or at a lower level.

Internally generated intangible assets

Internally generated intangible assets, namely research expenses, are recognised as costs when incurred. Development costs are recognised only after technical and commercial feasibility of the asset for sale or use have been established.

Industrial property and other rights

The assets classified under this item refer to rights and licenses contractually acquired by the Group from third parties and used in the development of the Group's activities, and include:

  • Telecommunications licenses;
  • Software licenses;
  • Content exploitation rights;

• Other contractual rights.

Software-as-a-Service (SaaS) agreements are service contracts in which NOS has the right to access a particular Cloud application/software for a specified period of time, contracted with the supplier. Costs incurred with configuration, customisation and ongoing access to the Cloud application/software are recognised as operating expenses when the services are received

Costs incurred with the development, improvement or modification of existing NOS applications/software, even if interconnected with SaaS agreements, and which fulfil the recognition criteria, are recorded as intangible assets.

Content exploitation rights are recognised in the statement of financial position as an intangible asset whenever the following conditions are met: (i) there is control over the content, (ii) the company has the right to choose how to exploit this content and (iii) it is available for exhibition.

The conclusion of contracts related to sports content that is not immediately available gives rise to rights that are initially classified as contractual commitments.

In the specific case of broadcasting rights for sports competitions, and once the conditions to be recognised as intangible assets have been met, they are recognised as assets when the necessary conditions have been met for the organisation of each sports competition, which occurs on the date of approval of the teams participating in the competition to be held in the sports season to be started, by the organising entity, taking into account that it is from this date that the conditions for the recognition of an asset are met, namely the unequivocal obtaining of control of the rights to exploit the matches of that season. In this situation, the depreciation of these rights is recognised in the income statement under "Depreciation, amortisation and impairment losses", using the straight-line method, in twelfths, from the start of the month in which they are available for use.

As a result of agreements reached for the transfer of exclusive rights to exploit sports content, and as permitted by IAS 1, since 2017, NOS has presented assets and liabilities net of the amounts transferred to other operators, as it believes that this compensation better reflects the substance of the transactions.

Whenever the intangible assets recognised involve payments over periods of more than 1 year, the intangible asset corresponds to the present value of these payments.

Depreciation

The useful lives of intangible assets are classified as definite or indefinite.

Intangible assets that have definite useful lives are amortised over their useful life, and an impairment analysis is carried out whenever there are indications that the amount for which the intangible asset is recorded may not be recovered. The amortisation period and amortisation method of an intangible asset with a definite useful life are reviewed periodically. Any changes in the expected useful life or in the expected pattern of consumption in the future economic benefits embodied in the asset are considered when modifying the amortisation period or method and, if verified, are treated as changes in accounting estimates. The amortisation costs of intangible assets with definite lives are recognised in the income statement.

Assets with a definite useful life are amortised on a straight-line basis, in twelfths, from the beginning of the month in which they are available for use.

The amortisation rates used translate into the following estimated useful lives:

Telecoms licenses 20 to 33 20 to 33
Software licenses 1 to 8 1 to 8
Rights to use content Contract period Contract period
Other contractual rights 1 to 20 1 to 20

During the semester ended 30 June 2025, the amortisation rates remained unchanged.

Intangible assets with indefinite useful lives are not amortised, but impairment tests are carried out annually.

Thus, the useful life of an intangible asset that is not being amortised is reviewed periodically to determine whether events and circumstances continue to support an indefinite useful life assessment for that asset. If this is not the case, the change in the assessment of the useful life from indefinite to finite is accounted for as a change in an accounting estimate.

An intangible asset is derecognised when it is disposed of, or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an intangible asset (determined as the difference between the net disposal proceeds, if any, and the carrying amount of that asset) is recognised in the income statement.

Costs of contracts with customers correspond to costs incurred in attracting customers and costs associated with fulfilling a contract which are capitalised whenever they meet all the following criteria:

  • are related to an existing contract or a specific future contract;
  • generate or increase resources that will be used in the future;
  • the costs are expected to be recovered; and
  • are not already covered by the scope of another standard, such as inventories, tangible or intangible assets.

These costs are recognised over the expected period of service to customers (2 to 4 years).

The costs of customer acquisition are essentially:

  • Commissions paid to third parties for new contracts/new customers;
  • Commissions paid to third parties for upgraded services;
  • Commissions paid to third parties for customer loyalty services and offers; and
  • Various revenue-raising commissions.

The costs associated with the fulfilment of contracts are essentially:

  • Costs incurred with the portability of mobile/fixed numbers from other operators;
  • Variable costs incurred in activating the services contracted by customers.

Group companies periodically assess the impairment of non-current assets. This impairment assessment is also carried out whenever an event or change in circumstances may indicate that the amount for which the asset is recognised may not be recovered. If such indications exist, the Group determines the asset's recoverable value in order to determine the existence and extent of the impairment loss.

The recoverable amount is estimated for each asset individually or, if this is not possible, the assets are grouped to the lowest levels for which there are identifiable cash flows for the cash-generating unit to which the asset belongs. Each of the Group's businesses constitutes a cash-generating unit, except for some of the cinema exhibition assets, which are grouped by regional cash-generating units.

The recoverable amount is determined by the higher of the net selling price and the value in use. The net selling price is the amount that would be obtained from the disposal of the asset in a transaction between independent and knowledgeable entities, less the costs directly attributable to the disposal. Value in use is the present value of the estimated future cash flows arising from the continued use of the asset or cashgenerating unit. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognised.

The reversal of impairment losses recognised in previous years is recorded when there are indications that those losses no longer exist or have decreased. The reversal of impairment losses is recognised in the income statement in the year in which it occurs. However, an impairment loss can only be reversed up to the amount that would have been recognised (net of amortisation or depreciation) if the impairment loss had not been recognised in previous years.

Financial assets are recognised in the Group's statement of financial position on the trade or contract date, which is the date on which the Group undertakes to acquire or dispose of the asset.

At inception, except for accounts receivable - trade, financial assets are recognised at fair value plus directly attributable transaction costs, except for assets at fair value through profit or loss where transaction costs are immediately recognised in profit or loss. Accounts receivable - trade are initially recognised at their transaction price, as defined by IFRS 15.

Financial assets are derecognised when:

  • the Group's contractual rights to receive its cash flows expire;
  • the Group has transferred substantially all the risks and rewards associated with its ownership; or
  • although it retains part, but not substantially all, of the risks and rewards associated with their ownership, the Group has transferred control over the assets.

Financial assets and liabilities are offset and presented at net value when, and only when, the Group has the right to offset the recognised amounts and intends to settle on a net basis.

The Group classifies its financial assets in 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. Their classification depends on the entity's business model for managing financial assets and the contractual characteristics in terms of the financial asset's cash flows.

Financial assets at fair value through profit or loss

This category includes derivative financial instruments 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 principal and interest.

Financial assets at fair value through profit or loss are presented in the statement of financial position at fair value, with net changes recognised in the income statement. This category of assets includes derivative instruments and investments in listed companies for which the Company has not adopted the classification 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 to receive them is formally established.

Gains and losses resulting from changes in the fair value of assets measured at fair value through profit or loss are recognised in the income statement for the year in which they occur under "Losses / (gains) on financial assets, net", which includes the amounts of interest and dividend income.

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 by both collecting contractual cash flows and selling financial assets, and the contractual cash flows are solely payments of principal and interest on the principal amount outstanding.

Financial assets measured at amortised cost

Financial assets measured at amortised cost are those that are part of a business model whose objective is to hold financial assets to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest on the principal amount outstanding.

Financial assets measured at amortised cost are subsequently measured using the effective interest rate method and subject to impairment. Income and expenses are recognised in the income statement when the asset is derecognised, updated or impaired. The Company's financial assets measured at amortised cost include accounts receivable and loans granted to related parties.

Cash and cash equivalents

The amounts included under "Cash and cash equivalents" correspond to cash, bank deposits, term deposits and other treasury applications with an initial maturity of up to three months from the date of acquisition and which can be mobilised immediately with an insignificant risk of change in value.

For the purposes of the cash flow statement, "Cash and cash equivalents" also includes bank overdrafts included in the statement of financial position under "Borrowings" (if applicable).

Financial liabilities and equity instruments are classified according to their contractual substance, regardless of their legal form. Financial liabilities are initially recognised at fair value. Equity instruments are contracts that show a residual interest in the Group's assets after deducting liabilities. Equity instruments issued by Group companies are recognised at the amount received, net of the costs incurred with their issue. Financial liabilities are derecognised only when extinguished, e.g., when the obligation is settled, cancelled or expired.

According to 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, must subsequently be measured at fair value;

  • Financial liabilities that arise when a transfer of a financial asset does not fulfil the conditions for derecognition or when the continuing involvement approach is applied;
  • Financial guarantee contracts;
  • Commitments to grant a loan at a lower interest rate than the market rate;
  • The contingent consideration recognised by an acquirer in a business combination to which IFRS 3 applies. This contingent consideration must subsequently be measured at fair value, with changes recognised in profit or loss.

The Group's financial liabilities include: borrowings, accounts payable and derivative financial instruments.

At each statement of financial position date, the Group analyses and recognises expected losses for its debt securities, loans and accounts receivable. Expected losses result from the difference between all the 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 been subject to significant increases in credit risk since initial recognition, assessed on an individual or collective basis, considering all reasonable and sustainable information, including forward-looking information. If, at the reporting date, the credit risk associated with a financial instrument has not increased significantly since initial recognition, the Group measures the provision for losses relating to that financial instrument at an amount equivalent to the credit losses expected within 12 months.

For accounts receivable and contract assets under IFRS 15, the Group adopts the simplified approach when calculating expected credit losses. As such, the Group does not monitor changes in credit risk, recognising instead impairment losses based on the expected credit loss at each reporting date. The Group has established a provision matrix where it presents an impairment loss criterion that is based on the history of credit losses, adjusted for prospective factors specific to customers and the economic environment.

The Group applies the hedge accounting requirements of IFRS 9.

Initial and subsequent recognition

The Group uses derivative financial instruments, such as forward exchange rate contracts and interest rate swaps, to hedge its exchange rate and interest rate risks, respectively. These derivative financial instruments are initially recognised at fair value on the date the derivative is contracted and are subsequently measured at fair value. Derivatives are recognised as assets when their fair value is positive and as liabilities when their fair value is negative.

In terms of hedge accounting, hedges are classified as:

  • Fair value hedging when the purpose is to hedge exposure to changes in the fair value of a recognised asset or liability or an unrecognised Group commitment;
  • Cash flow hedges when the purpose is to hedge exposure to the variability of cash flows arising from a specific risk associated with all or a component of a recorded asset or liability or a forecast transaction that is highly probable to occur or the exchange risk associated with an unrecorded Group commitment;

• Hedging a net investment in a foreign operating unit.

The NOS Group uses derivative financial instruments to hedge fair value and cash flows.

At the start of the hedging relationship, the Group formally designates and documents the hedging relationship for which it intends to apply hedge accounting as well as the management purpose and strategy of that hedge.

The documentation includes the identification of the hedging instrument, the hedged item or transaction, the nature of the risk to be hedged and how the Group assesses whether the hedging relationship fulfils the hedge accounting requirements (including its analysis of the sources of hedge ineffectiveness and how it determines the hedge rate). A hedging relationship qualifies for hedge accounting if it fulfils all of the following hedge effectiveness requirements:

  • There is an economic relationship between the hedged item and the hedging instrument;
  • The effect of credit risk does not dominate the value changes that result from this economic relationship; and
  • The hedge ratio of the hedging relationship is the same as those which results from the quantity of the hedged item that an entity effectively hedges and the quantity of the hedging instrument that the entity effectively uses to hedge that quantity of the hedged item.

Hedging relationships that fulfil the above eligibility criteria are accounted for as follows:

Fair value hedging

The change in the fair value of the hedging instrument is recognised in the income statement. The change in the fair value of the hedged item attributable to the hedged risk is recognised as part of the carrying amount of the hedged item and is also recognised in the income statement.

For fair value hedges of items measured at amortised cost, any adjustment to the carrying amount is amortised to the income statement over the remaining period of the hedge using the effective interest method. Amortisation using the effective interest method begins when the adjustment is made and no later than when the hedged item ceases to be adjusted for the changes in fair value attributable to the risk being hedged.

If the hedged item is derecognised, the fair value to be amortised is recorded immediately in the income statement.

When an unrecorded commitment is designated as a hedged item, subsequent cumulative changes in the fair value of the Group's commitment attributable to the hedged risk are recognised as an asset or liability and the corresponding gain or loss recorded in the income statement.

Cash flow hedging

The effective portion of the gain or loss on the hedging instrument is recognised in Other comprehensive income in the cash flow hedge reserve, while the ineffective portion is recognised immediately in the income statement. 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 the fair value of the hedged item.

The Group uses forward contracts:

• Exchange rates to hedge exposure to foreign exchange risk on expected transactions and commitments entered into; and

• Interest rates to cover the risk of interest rate fluctuations.

The ineffective portion related to exchange rate contracts is recognised as "Exchange rate losses/(gains), net", and the ineffective portion related to interest rate contracts is recognised as "Financing costs".

During the semester ended 30 June 2025, the Group did not make any changes to the recognition method.

The amounts accumulated in Other Comprehensive Income are accounted for according to the nature of the respective hedging relationship. If the hedging relationship subsequently translates into the recording of a non-financial item, the accumulated amount is removed from the separate equity component and included in the initial cost or book value of the hedged asset or liability. This is not a reclassification adjustment and should not be recognised in Other comprehensive income for the period. This also applies when an expected hedged transaction of a non-financial asset or non-financial liability becomes a commitment of the Group subject to hedge accounting.

For any other cash flow hedges, the amount accumulated in Other comprehensive income is reclassified to the income statement as a reclassification adjustment in the same period or periods during which the hedged cash flows affect the income statement.

If cash flow hedge accounting is discontinued, the amount accumulated in Other comprehensive income must remain if the hedged future cash flows are still expected to occur. Otherwise, the accumulated amount is reclassified immediately to the income statement as a reclassification adjustment. After interruption, as soon as the hedged cash flows occur, any accumulated amount remaining in Other comprehensive income should be accounted for according to the nature of the underlying transaction as described above.

Inventories, which essentially include mobile devices and their accessories for sale, equipment for installation in customers' homes, network and infrastructure equipment and products for sale in the cinema bar, are valued at the lower of their cost and net realisable value.

The acquisition cost includes the invoice price, transport and insurance costs, using the "Weighted Average Cost" as the output costing method.

Inventories are adjusted for both technological obsolescence and the difference between acquisition cost and realisable value, if this is lower, and this reduction is recognised directly in the income statement for the period.

The net realisable value corresponds to the normal selling price less the costs of completing production and marketing costs.

Differences between the cost and the respective net realisable value of inventories, if this is lower than the cost, are recorded as operating costs under "Cost of products sold".

As inventories in transit are not available for consumption or sale, they are segregated from other inventories and are valued at their specific acquisition cost.

The conclusion of contracts related to sports content gives rise to rights that are initially classified as contractual commitments.

Content broadcasting rights are recorded in the statement of financial position, under Inventories, in the event that there is no full right over the form of exploitation of the asset, at the respective cost value or net realisable value, whichever is lower, whenever the programme content has been received and is available for exhibition or use, in accordance with contractual conditions, without any production or alteration, it being understood for this purpose that the necessary conditions for the organisation of each sporting competition have been met, which occurs on the date of approval of the teams participating in the

competition to be held in the sporting season to be started, by the organising entity. These rights are recognised in the income statement under "Direct costs: Content costs", on a systematic basis taking into account the pattern of economic benefits obtained through their commercial exploitation. No balances of content exploitation rights are recognised under Inventories.

As a result of the agreement reached with the national operators on the reciprocal provision, for several sports seasons (collaborative arrangement), of the sports content (national and international) held by them (Note 43.2), NOS considered recognising the costs and revenues net of the amounts shared by the other operators, on a systematic basis, taking into account the pattern of economic benefits obtained through their commercial exploitation.

Grants are recognised at fair value when there is reasonable assurance that Group companies will comply with any conditions attached to the grant and the grant will be received.

Operating grants, namely for employee training, are recognised in the income statement against the corresponding costs incurred.

Investment grants are deducted from tangible and intangible fixed assets to the extent of the associated expenses and are recognised in the income statement (depreciation, amortisation and impairment losses) on a systematic and rational basis over the useful life of the asset.

Provisions are recognised when:

  • there is a present obligation as a result of past events, and it is probable that an outflow of internal resources will be required to settle the obligation; and
  • the amount can be estimated reliably.

When one of the conditions described above is not met, the Group discloses the events as contingent liabilities, unless the possibility of an outflow of funds arising from the contingency is remote, in which case they are not disclosed.

Provisions for ongoing legal proceedings brought against the Group are recognised in accordance with risk assessments made by the Group and its legal advisors, based on success rates.

Provisions for restructuring are only recognised when the Group has a detailed and formalised plan identifying the main features of the programme and after these facts have been communicated to the entities involved.

Provisions for the costs of dismantling, removing assets and restoring the site are recognised when the assets are installed (against Tangible fixed assets) whenever there is a legal or constructive obligation to dismantle an asset, restore the site on which it is located and when a reasonable estimate can be made. The present value is calculated based on discounted values and considering the economic useful life of the assets. The amount of the liability reflects the effects over time, and the corresponding financial update is recognised in the income statement as a financial cost. The effects of changes resulting from revisions to the term or value of the original estimate of the provision are reflected prospectively, adjusting the book value of the tangible fixed asset. However, when there is no asset, or the change implies a nil book value, the effect, or the excess value of the asset reduction, is recognised in the income statement. The discount rate applied on 30 June 2025 was 3.4%. The discount rate is reviewed periodically/annually.

Present obligations arising from onerous contracts are recognised and measured as provisions. An onerous contract exists when the Company is an integral part of a contract, the fulfilment of which has costs directly

associated with the contract (both incremental costs and an allocation of costs directly related to the contract) that exceed the future economic benefits.

No provisions are recognised for future operating losses.

Contingent liabilities are not recognised in the financial statements, except as provided for in IFRS 3 in the context of business combinations and are disclosed whenever the possibility of an outflow of resources involving economic benefits is not remote. Contingent assets are not recognised in the financial statements but are disclosed when it is probable that there will be a future economic inflow of resources.

Provisions are reviewed and updated on the statement of financial position date to reflect the best estimate at that time of the obligation in question.

A lease is defined as a contract, or part of a contract, that transfers the right to use an asset (the underlying asset), for a period of time, in exchange for value.

At the beginning of each contract, it is assessed and identified whether it is or contains a lease. This assessment involves making judgements as to whether each contract depends on a specific asset, whether 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 using a single on-balance model.

On the lease commencement date, NOS recognises the liability related to the lease payments (e.g., the lease liability) and the asset representing the right to use the underlying asset during the lease period (e.g., the right-of-use or ROU).

The interest cost on the lease liability and the depreciation of the ROU are recognised separately.

The lease liability is remeasured when certain events occur (such as a change in the lease period, a change in future payments resulting from a change in the reference index or the rate used to determine those payments). This remeasurement of the lease liability is recognised as an adjustment to the ROU.

The estimated costs of dismantling, removing assets and restoring the site in connection with leases are recognised in tangible fixed assets together with the works carried out (Note 2.3.3).

The Group recognises the right to use the assets on the lease commencement date (e.g., the date on which the underlying asset is available for use).

The right to use the assets is recognised at acquisition cost, less accumulated depreciation and impairment losses and adjusted for any new measurements of the lease liability. The cost of the right to use the assets includes the recognised value of the lease liability, any direct costs initially incurred and payments already made before the initial lease date, less any incentives received.

Unless it is reasonably certain that the Group will obtain ownership of the leased asset at the end of the lease term, the right-of-use assets recognised is depreciated using the straight-line method over the shorter of its estimated useful life and the lease term.

Rights of use are subject to impairment.

The right-of-use assets depreciate on a straight-line basis over the shorter of the contractual term and the expected useful life of the asset.

If the lease asset is transferred to the Company at the end of the contract, or the cost reflects the possibility of exercising the purchase option, depreciation is calculated according to the asset's estimated useful life.

On the lease commencement date, the Group recognises liabilities measured at the present value of future payments to be made until the end of the lease.

Lease payments include fixed payments (including fixed payments in substance), less any incentives receivable, variable payments, dependent on an index or a rate, and amounts expected to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option, if it is reasonably certain that the Group will exercise the option, and penalty payments for the termination of the contract, if it is reasonably certain that the Group will terminate the contract.

Variable payments that do not depend on an index or rate are recognised as an expense in the period in which the event giving rise to them occurs.

When calculating the present value of lease payments, the Group uses the incremental borrowing rate on the lease start date, if the implicit interest rate is not easily determinable.

The Group does not apply the practical expedient provided for leases of less than one year.

After the start date of the lease, the value of the lease liability increases to reflect the increase in interest and decreases due to the payments made. In addition, the carrying amount of the lease liability is remeasured if there is a change, such as a change in the lease term, in the fixed payments or in the decision to purchase the underlying asset.

NOS is covered by the special taxation regime for groups of companies, which covers all companies in which it holds, directly or indirectly, at least 75% of the share capital and which are simultaneously resident in Portugal and subject to Corporate Income Tax (IRC).

The remaining subsidiaries, which are not covered by the special taxation regime for groups of companies, are taxed individually, based on their respective tax bases and the applicable tax rates.

Income tax is recognised in accordance with IAS 12. When measuring the cost of income tax for the year, in addition to current tax, the effect of deferred tax is also taken into account, calculated using the liability method, considering temporary differences resulting from the difference between the tax base of assets and liabilities and their values in the consolidated financial statements, as well as tax losses carried forward existing at the date of the statement of financial position. Deferred tax assets and liabilities were calculated on the basis of tax legislation currently in force and legislation already published for future application. Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the deferred tax asset results from the initial recognition of an asset or liability in a transaction that:

  • is not a business combination;
  • at the time of the transaction, does not affect accounting profit or taxable profit (tax loss);
  • With regard to deductible temporary differences arising from investments in subsidiaries, branches and associates and interests in joint arrangements, deferred tax assets are recognised only to the extent that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

As established in this standard, deferred tax assets are only recognised when there is reasonable certainty that they will be used to reduce future taxable income, or when there are deferred tax liabilities whose reversal is expected in the same period in which the deferred tax assets are reversed. These deferred tax assets are valued at the end of each period and adjusted according to their expected future use.

The amount of tax to be included in either current or deferred tax, which results from transactions or events recognised under equity items, is recorded directly under these same items and does not affect the result for the year.

In a business combination, the deferred tax benefits acquired are recognised as follows:

  • Acquired deferred tax benefits that are recognised in the measurement period (one year after the date of the combination) and that result from new information about facts and circumstances that existed at the acquisition date are applied to reduce the carrying amount of any goodwill related to that acquisition. If the carrying amount of that goodwill is zero, any remaining deferred tax benefits are recognised in the income statement.
  • All other deferred tax benefits acquired that are realised are recognised in the income statement (or, if applicable, directly in equity).

Estimates to deal with uncertainties regarding the acceptance of a given tax treatment by the tax authorities are recognised as deferred tax liabilities.

Pillar II

Portugal transposed Directive (EU) 2022/2523, of 15 December 2022, into national law by means of Law 41/2024, of 8 November ("the Law"), which introduced a worldwide minimum level of taxation for multinational company groups and large national groups into the Portuguese legal system, commonly known as "Pillar II".

Considering the rules approved in the Law and the best information available at the moment, NOS has carried out an assessment of the possible impacts of Pillar II for the NOS Group, estimating that the group will benefit from the supplementary tax exclusion in the initial phase of international activity, provided for in Article 44 of the Law, under the transitional regime, applicable for a period of 5 years (2024-2028).

Benefits granted to employees under share incentive plans or share options are recognised in accordance with the provisions of IFRS 2 – Share-based payments.

In accordance with IFRS 2, since it 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 the equity instruments (own shares), according to their price on the date of attribution.

This cost is recognised on a straight-line basis over the period in which the service is provided by the employees, under "Wages and salaries" in the income statement, together with the corresponding increase in "Other reserves" in equity.

The accumulated cost recognised on the date of each financial statement until vesting reflects the Group's best estimate of the number of own shares that will be vested, weighted by the proportional time elapsed between the award and vesting. The impact on the income statement for each year represents the change in the accumulated cost between the beginning and the end of the period.

In turn, benefits granted based on shares but settled in cash lead to the recognition of a liability valued at fair value on the statement of financial position date.

Share premium

Share premium correspond to premium obtained from the issue or capital increases. In accordance with Portuguese commercial legislation, the amounts included under this item follow the regime established for the "Legal Reserve", e.g., the amounts are not distributable, except in the event of liquidation, but can be used to absorb losses, after all other reserves have been exhausted, and for incorporation into capital.

Own shares

Own shares are recognised at their acquisition value as a deduction from equity. Gains or losses inherent in the sale of own shares are recorded under "Other reserves".

Legal reserve

Portuguese commercial legislation establishes that at least 5% of the annual net profit must be used to increase the legal reserve, until it represents at least 20% of the share capital. This reserve is not distributable, except in the event of liquidation, but can be used to absorb losses, after all other reserves have been exhausted, and can also be incorporated into the Company's capital.

Other reserves and retained earnings

Reserves for medium-term incentive plans

In accordance with IFRS 2 – "Share-based payments", the liability for medium-term incentive plans settled through the delivery of own shares is recognised as a credit under "Reserves for medium-term incentive plans", and this reserve cannot be distributed or used to absorb losses.

Hedging reserve

Hedging reserve reflects changes in the fair value of cash-flow hedging derivative financial instruments that are effective and cannot be distributed or used to absorb losses.

Reserve of own shares

Reserve of own shares reflect the value of own shares acquired and follow a legal regime equivalent to that of the legal reserve.

Other reserves and retained earnings

This item includes realised profits available for distribution to shareholders and gains from increases in the fair value of financial instruments, financial investments and investment properties, which, in accordance with Article 32(2) of the CSC, will only be available for distribution when the items or rights that gave rise to them are sold, exercised, extinguished or liquidated.

Under Portuguese law, the amount of distributable reserves is determined in accordance with the company's individual financial statements, presented in accordance with IFRS. In addition, increases resulting from the application of fair value through equity components, including those from their application through net income for the period, can only be distributed when the elements that gave rise to them are sold, exercised, liquidated or when their use ends, in the case of tangible or intangible fixed assets.

Dividends

The company recognises the liability, and the respective impact on equity, associated with the responsibility to distribute dividends when it is approved by the shareholders.

The main types of operating revenue of NOS subsidiaries are as follows:

  • Revenues from Communications Services:
  • Cable/satellite television, fixed broadband and fixed voice: Revenues from services provided over the fibre and cable network result from:
    • subscription to basic channel packages that can be commercialised as a bundle with fixed broadband and/or fixed voice services;
    • subscription to premium channel packages and S-VOD;
    • terminal equipment rental;
    • content consumption (VOD);
    • traffic and voice termination;
    • service activation;
    • sale of equipment, licenses and others; and
    • other additional services (e.g., firewall and antivirus).
  • Mobile broadband and voice: Revenues from mobile broadband Internet access services and mobile voice services result mainly from the monthly subscription and/or use of the Internet and voice service, in addition to the traffic associated with the service chosen by the customer.
  • Advertising revenue: Advertising revenue essentially includes advertising for pay-TV channels for which the Group holds the operating rights and cinemas. These revenues are recognised in the period in which they are earned, less any discounts granted.
  • Distribution and Cinema Exhibition: Distribution revenues refer to the distribution of films to cinematographic exhibitors not owned by the Group, which are recognised in the period in which the films are screened, while revenues from cinema exhibition derive mainly from the sale of cinema tickets and the sale of products in bars, which are recognised as revenue in the period in which the films are screened, tickets sold and the sale of products in bars, respectively.
  • Content and Channel Distribution Revenues: distribution revenues basically include the sale of DVDs and content and the distribution of subscription television channels to third parties and are recognised in the period in which they are sold, exhibited and made available for distribution to telecommunications operators, respectively. The activity of distributing pay-TV channels to third parties consists of the transmission and retransmission of information, including the distribution of own and third-party television and radio broadcasting programmes, whether encoded or not, as well as the provision of direct mail and data transmission services. NOS is a principal in this activity to the extent that: it controls the exhibition of channels in its product package, it has the power to set prices, the remuneration corresponds to the price of the service and not a mere commission and it is exposed to the credit risk of its customers.
  • Information Technology services (IT), including Cloud, Workplace, Applications, Data & AI, and Security solutions, as well as cybersecurity and connectivity services
  • Consultancy and Datacentre Management: consultancy revenues in information systems and datacentre management correspond primarily to services rendered by NOS Sistemas.

  • Commissions from insurance mediation: commission income from insurance sales mediation is earned by NOS Mediação de Seguros.
  • Alarme Inteligente: the revenues obtained from NOS | Securitas Alarme Inteligente include security solutions for people and property, which combine the professional monitoring of the Securitas Alarm Centre with NOS's state-of-the-art technology.

The Group's revenue is based on the five-step model established by IFRS 15:

  • Identification of the contract with the customer;
  • Identification of performance obligations;
  • Determining the transaction price;
  • Allocation of the transaction price to performance obligations; and
  • Revenue recognition.

Thus, at the beginning of each contract, the NOS Group evaluates the promised goods or services and identifies, as a performance obligation, each promise to transfer to the customer any distinct good or service (or a package of goods or services). These promises in contracts with customers may be explicit or implicit, provided that such promises create a valid expectation in the customer that the entity will transfer a good or service to the customer, based on published policies, specific statements or customary business practices of the entity.

The NOS Group has defined internally that a performance obligation corresponds to the promise to deliver a good or service that can be used in isolation/separately by the customer and for which there is a clear perception by the customer of this good or service among the others available in each contract.

The main performance obligations are sales of mobile phones, telephones, hotspots, DVDs, cinema tickets, licenses and other equipment and the provision of mobile Internet, fixed Internet, mobile telephone, fixed telephone, television, consultancy, cloud/IT services and distribution of audiovisual rights, among others.

The provision of set-top-boxes, routers, modems and other terminal equipment at customers' homes and the respective installation and activation services were considered by the group not to correspond to a performance obligation, as they were necessary actions to fulfil the promised performance obligations.

In determining and allocating the transaction price of each performance obligation, NOS used the standalone prices of the promised products and services at the time the contract was entered into with the client to apportion the amount expected to be received on fulfilment of the contract.

Revenue is recognised when each performance obligation is fulfilled.

Revenue from the sale of equipment is recognised when the risks and rewards of ownership are transferred to the buyer and the value of the benefits can be reasonably quantified.

Revenue from subscriptions to telecommunications services (subscription to television, internet, mobile and fixed voice packages, alone or together) is recognised on a straight-line basis over the period of the subscription.

Revenue from equipment rental is recognised on a straight-line basis over the term of the rental agreement, except in the case of instalment sales which are accounted for as credit sales.

The Group awards its customers loyalty points for each call or top-up made, which can be exchanged for a limited period of time for discounts on the purchase of equipment.

In each reporting period, NOS recognises the current liability with the discounts to be attributed in the future. This liability is calculated on the basis of the amount of points awarded and not yet used, deducted from the estimate of points that will not be used (based on the history of use) and valued on the basis of the offer available at any given time for the use of points (specific catalogue).

The recognition of the liability constitutes a deferral of revenue (until the date on which the points are definitively converted into benefits), which is recognised when the discount is used, as an increase in revenue.

Revenue from traffic, roaming, data consumption, audiovisual content and others is recognised in the period in which the service is provided. The Group also offers a number of customised solutions, particularly to its corporate customers in the management of the telecommunications network, access, voice and data transmission, which are also recognised when the service is provided.

Discounts granted to customers under loyalty programmes are allocated to the entire contract to which the customer is loyal and are recognised as the goods and services are made available to the customer.

Amounts not invoiced are recorded based on estimates. Differences between estimated and actual amounts, which are usually not significant, are recognised in the subsequent period.

Principal or agent

Whenever the Group is involved in transactions in which a good or service is provided to the customer by a third party, an assessment is performed in accordance with IFRS 15 to determine whether the Group is acting as a principal or an agent.

  • The Group acts as a principal when it controls the good or service before it is transferred it to the customer, being responsible for its delivery and being able to set the applicable prices. In these cases, revenue is recognised at the gross amount of the transaction.
  • The Group acts as an agent when its performance obligation is limited to intermediating the provision of a good or service from a third party, without control over it. In such cases, revenue is recognised at the net amount, corresponding to the margin or commission earned.

This assessment is particularly relevant in the areas of Information Technology (IT) services, Cloud, standard software licensing, invoicing on behalf of third-party operators, insurance brokerage commissions, and content distribution. For example:

  • In situations where the Group provides services with integration, technical support, or centralised billing, it is considered to be acting as a principal, recognising revenue at the total amount invoiced.
  • When the Group resells standards services or software licences without substantial added value, invoices special services to operators and intermediates insurance or content sales, it acts as an agent, recognising only the contractual margin.

This analysis is carried out on a contract-by-contract basis, using criteria such as risk assumption, control over the goods/services, pricing, and responsibility towards the customer.

Revenue from penalties is recognised under "Other income" upon receipt.

Interest income is recognised using the effective interest method, if it is probable that economic benefits will be received.

The income and expenses of the various Group companies are recognised on an accruals basis, whereby they are recognised as they are earned or incurred, regardless of when they are received or paid.

The items " Accounts receivable - trade", "Accounts receivable - other", "Prepaid expenses", "Accrued expenses" and "Deferred income" include costs and income attributable to the current financial year and whose expenses and income will only occur in future financial years, as well as expenses and income that have already occurred but relate to future financial years and which will be charged to the results of each of those financial years, for the amount corresponding to them.

Costs attributable to the current financial year and whose expenditure will only be incurred in future financial years are estimated and recorded under "Accrued expenses", whenever it is possible to estimate the amount with great reliability, as well as when the expense will be incurred. If there is uncertainty regarding either the date of the outflow of resources or the amount of the obligation, the value is classified as Provisions (Note 2.3.14).

Transactions in foreign currency are translated into the functional currency at the exchange rate on the date of the transaction. On each closing date, open balances (monetary items) are restated using the exchange rate in force on that date. Exchange rate differences resulting from this update are recognised in the income statement for the year in which they were determined, under "Foreign exchange losses / (gains), net". Exchange rate variations generated on monetary items that constitute an extension of the investment denominated in the functional currency of the Group or the subsidiary in question are recognised in equity. Exchange differences on non-monetary items are recognised under "Other reserves and accumulated earnings " in equity.

The financial statements of subsidiaries denominated in foreign currency are translated using the following exchange rates:

  • Exchange rate in force on the date of the statement of financial position for the of assets and liabilities;
  • Average exchange rate for the period for converting income statement items, except in the case of subsidiaries in a hyperinflationary economy;
  • Average exchange rate for the period for the conversion of cash flows (in cases where this exchange rate is close to the real rate, and for the remaining cash flows the exchange rate on the date of the transactions is used), with the exception of subsidiaries in a hyperinflationary economy;
  • Historical exchange rate for the translation of equity items.

Exchange differences arising from the translation to euros of the financial statements of subsidiaries denominated in foreign currency are included in equity under "Other reserves and accumulated earnings ".

In the last quarter of 2017, the Angolan economy was considered a hyperinflationary economy in accordance with IAS 29 – Financial Reporting in Hyperinflationary Economies.

This standard requires financial statements prepared in the currency of a hyperinflationary economy to be expressed in terms of the measurement unit current at the date of preparation of the financial statements.

To summarise, the general aspects to be considered when restating the individual financial statements are as follows:

  • Monetary assets and liabilities remain unchanged as they are already updated to the current unit on the date of the financial statements;
  • Non-monetary assets and liabilities (which are not already expressed at the current unit on the date of the financial statements) are restated using an index;
  • The effect of inflation on the net monetary position of subsidiaries is reflected in the income statement as a loss on net monetary position.

In addition, according to IAS 21, the restatement of consolidated financial statements is prohibited when the parent company does not operate in a hyperinflationary economy.

The translation coefficient used in the restatement of the individual financial statements of subsidiaries in Angola was the consumer price index (CPI) published by the National Bank of Angola.

In the last quarter of 2019, the Angolan economy ceased to be considered a hyperinflationary economy.

IAS 29 - Financial Reporting in Hyperinflationary Economies states that "when an economy ceases to be hyperinflationary, the company should treat the amounts expressed in the measuring unit current at the end of the previous reporting period as the basis for the carrying amounts in its subsequent financial statements". Thus, adjustments/revaluations made up to the end of the classification as a hyperinflationary economy are treated as a deemed cost and recognised in the same proportion as the assets that gave rise to them.

As at 31 December 2024 and 30 June 2025, assets and liabilities expressed in foreign currencies were translated into euros based on the following exchange rates of such currencies against the Euro, published by the Bank of Portugal.

US Dollar 1.0389 1.1720
Angolan Kwanza 947.4768 1068.8100
British Pound 0.8292 0.8555
Mozambican Metical 65.7300 74.1500
Canadian Dollar 1.4948 1.6027
Swiss franc 0.9412 0.9347
Real 6.4253 6.4384

In the semesters ended 30 June 2024 and 2025, the income statements of subsidiaries expressed in foreign currency were translated into euros based on the average exchange rates of the currencies of the respective countries of origin in relation to the Euro. The average exchange rates used are as follows:

Angolan Kwanza 910.0698 1003.9600
Mozambican Metical 68.2600 69.6500

Borrowing costs are recognised as an expense on an accruals basis, except in the case of loans incurred in the acquisition, construction or production of an asset that will take a substantial period of time (more than one year) to be in the desired condition, which are capitalised in the acquisition cost of the asset. Capitalised borrowing costs are determined taking into account the amount of borrowing costs eligible for capitalisation, by applying a capitalisation rate to the expenditure relating to that asset. The capitalisation rate (in line with NOS' average

financing rate) as well as the costs to be capitalised are calculated monthly, considering the monthly balance of eligible loans and the monthly amount of the qualifying asset in progress.

Investment property mainly includes buildings held to generate rents rather than for use in the production or supply of goods or services, or for administrative purposes, or for sale in the ordinary course of business. These are measured initially at cost.

Subsequently, the Group uses the cost model for the valuation of investment property since use of the fair value model would not result in material differences.

An investment property is eliminated from the statement of financial position on disposal or when the investment property is taken permanently out of use and no financial benefit is expected from its disposal.

The Group measures part of its financial assets, such as available-for-sale and trading financial assets, and part of its non-financial assets, at fair value on the reference date of the financial statements.

Fair value measurement assumes that the asset or liability is exchanged in an orderly transaction between market participants to sell the asset or transfer the liability, at the measurement date, under current market conditions. Fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either:

  • In the principal market for assets and liabilities, or
  • In the absence of a principal market, the transaction is assumed to take place in the most advantageous market. This is the one that maximises the amount that would be received to sell the asset or minimises the amount that would be paid to transfer the liability, after taking into account transaction costs and transport costs.

Because different entities and different businesses within a single entity may have access to different markets, the principal or most advantageous market for the same asset or liability might be different, or even between businesses within the same entity, but it is assumed that they are accessible to the Group.

Fair value measurement uses assumptions that market participants would use when pricing the asset or liability, assuming that market participants would use the asset in such a way as to maximise its value and use.

The Group uses valuation techniques that are appropriate to the circumstances and for which there is sufficient data to measure fair value, maximising the use of relevant observable data and minimising the use of unobservable data.

All assets and liabilities measured at fair value or for which disclosure is mandatory are classified according to a fair value hierarchy, which categorises the data to be used in fair value measurement into three levels, detailed below:

  • Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;
  • Level 2 Valuation techniques that use inputs other than quoted prices that are either directly or indirectly observable;
  • Level 3 Valuation techniques that use inputs not based on observable market data, e.g., based on unobservable data.

Fair value measurement is classified entirely at the lowest level of input that is significant to the measurement as a whole.

Assets and liabilities are offset and presented at net value when, and only when, the Group has the right to offset the recognised amounts and intends to settle on a net basis.

Personnel costs are recognised when the service is provided by employees, regardless of when they are paid. Here are some specifics regarding each of the benefits:

• Termination of employment: Termination benefits are due for payment when employment is terminated before the normal retirement date, when an employee voluntarily agrees to leave in exchange for these benefits and when restructuring costs are recognised. If there is an expectation that the benefits will not be settled in full within 12 months of the reporting date, they are discounted. Restructuring costs are recognised separately in the income statement.

The Group recognises these benefits when it can be demonstrated that it is committed to terminating the employment of current employees in accordance with a detailed formal plan for termination and there is no realistic possibility of withdrawal or these benefits are granted to encourage voluntary leaving. Whenever termination benefits fall due more than 12 months after the balance sheet date, they are discounted to their present value.

  • Holidays, holiday pay and bonuses. In accordance with labour law, employees are entitled to 22 working days of annual leave, as well as one month's holiday pay, rights acquired in the year prior to their payment. These Group liabilities are recognised when incurred, regardless of when they are paid, and are reflected under "Accounts payable and other".
  • Labour Compensation Fund (FCT) and the Labour Compensation Guarantee Fund (FGCT). With the publication of Law 70/2013 and subsequent regulation by Ministerial Order 294-A/2013, the Labour Compensation Fund (FCT) and the Labour Compensation Guarantee Fund (FGCT) came into force on 1 October 2013. In this context, companies that hire a new employee are obliged to deduct a percentage of their salary from these two new funds (0.925% for the FCT and 0.075% for the FGCT), with the aim of ensuring partial payment of compensation in the event of redundancy in the future. Taking into account the characteristics of each Fund, the following was considered:
    • o Monthly contributions to the FGCT made by the employer are recognised as an expense in the period to which they relate;
    • o The monthly payments made by the employer to the FCT are recognised as a financial asset under "Other non-current financial assets" of that entity, measured at fair value, with the respective changes recognised in the income statement.

With the publication of Law 13/2023, as of 1 May 2023, it is no longer mandatory to make payments corresponding to 0.925% of each worker's basic salary and seniority to the FCT, which has been converted into a closed accounting fund.

According to the same law, the obligations relating to the FGCT corresponding to 0.075% are suspended for the duration of the Medium-Term Agreement to improve incomes, wages and competitiveness, which is expected to run until 2026.

The cash flow statement is prepared in accordance with the direct method. The Group classifies assets with a maturity of less than three months and for which the risk of a change in value is insignificant under cash and cash equivalents. For the purposes of the cash flow statement, cash and cash equivalents also include bank overdrafts, which are included in the statement of financial position under "Borrowings".

The cash flow statement is categorised into operating, investing and financing activities.

Operating activities include receipts from customers and payments to suppliers, employees and other related to operating activities. The item "Other receipts / (payments) relating to operating activities" includes the amounts received and subsequent payments relating to the non-recourse credit transfers coordinated by Banco Comercial Português and Caixa Geral de Depósitos, and these operations did not imply any change in the accounting treatment of the underlying credits or in the relationship with the respective customers.

The cash flows covered by investing activities include, in particular, acquisitions and disposals of investments in subsidiaries and receipts and payments arising from the purchase and sale of tangible fixed assets and intangible assets, among others.

Financing activities include payments and receipts relating to borrowings, interest payments and similar costs, leasing contracts, the purchase and sale of own shares and the payment of dividends.

Events occurring after the date of the statement of financial position that provide additional information on conditions that existed at that date are taken into account in the preparation of the financial statements for the period.

Events occurring after the date of the statement of financial position that provide information on conditions occurring after that date are disclosed in the notes to the financial statements if they are materially relevant.

The preparation of consolidated financial statements requires the Group's management to make judgements and estimates that affect the statement of financial position and reported results. These estimates are based on the best information and knowledge of past and/or present events and the actions that the company believes it may take in the future. However, on the date operations are realised, 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 prospectively in the results, in accordance with IAS 8 – "Accounting policies, changes in accounting estimates and errors". The estimates and assumptions that present the greatest risk of giving rise to a material adjustment in assets and liabilities are presented below:

Entities included in the consolidation perimeter

In determining which entities to include in the consolidation perimeter, the Group assesses the extent to which it is exposed, or has rights, to the variability in returns arising from its involvement with that entity and can seize them through the power it holds over that entity (de facto control).

The decision that an entity must be consolidated by the Group requires the use of judgement, assumptions and estimates to determine the extent to which the Group is exposed to the variability of returns and the ability to seize them through its power.

Other assumptions and estimates could lead to the Group's consolidation perimeter being different, with a direct impact on the consolidated financial statements.

Allocation of fair value in the acquisition of companies

In business combinations, the identification and measurement of the assets acquired and liabilities assumed requires a significant exercise of judgement by management, namely in determining the fair value of these elements on the date of acquisition. This process involves analysing in detail the specific characteristics of the assets and liabilities of the acquired entity, as well as the economic and sector context in which it operates.

The allocation of fair value implies the use of valuation techniques which may include, among others, the income method (based on discounted cash flows), the market method (based on comparable transactions) and the replacement cost method. These methodologies require the definition of assumptions and estimates, namely discount rates, growth rates, operating margins, the useful life of identifiable assets, among others.

Given the degree of judgement involved and the sensitivity of the estimates used, small changes in the assumptions adopted can have significant impacts on the amounts recognised in the consolidated statement of financial position and on future results.

Impairment of non-current assets, excluding goodwill

The determination of a possible impairment loss may be triggered by the occurrence of various events, such as the future availability of financing, the cost of capital or any other adverse changes in the technological, market, economic and legal environment, many of which are outside the Group's sphere of influence.

The identification and assessment of impairment indicators, the estimation of future cash flows and the determination of the recoverable value of assets involve a high degree of judgement on the part of management.

Impairment of goodwill

Goodwill is subject to annual impairment tests or whenever there are indications of a possible loss in value, in accordance with the criteria indicated in Note 8. The recoverable amounts of the cash-generating units to which goodwill is attributed are determined on the basis of value-in-use calculations. These calculations require the use of estimates by management.

Tangible fixed assets and intangible assets

The useful life of an asset is the period during which the Group expects an asset to be available for use and this must be reviewed at least at the end of each financial year.

Determining the useful lives of assets, the amortisation/depreciation method to be applied and the estimated losses arising from replacing them before the end of their useful lives, for reasons of technological and/or other obsolescence, is essential for determining the amount of amortisation/depreciation to be recognised in the income statement for each period.

These three parameters are defined according to management's best estimate for the assets and businesses in question, also taking into account the practices adopted by companies in the sectors in which the Group operates.

The capitalised costs associated with distribution rights for audiovisual content acquired for sale in the various exhibition windows are amortised over the maximum operating period set out in the respective contracts. In addition, these assets are subject to impairment tests whenever there are indications of changes in the pattern of future revenue generation underlying each contract.

Residual values, useful lives and depreciation methods are reviewed periodically by the various Group companies and adjusted prospectively, if appropriate.

Rights of use

The Group determines the end of the lease as the non-cancellable part of the lease term, together with any periods covered by an option to extend the lease if it is reasonably certain that this will be exercised, or any periods covered by an option to terminate the lease if it is reasonably certain that this will not be exercised.

The Group has the option, under some of its lease contracts, to rent out its assets for additional periods. NOS assesses the reasonableness of exercising the option to renew the contract. That is, it considers all the relevant factors that create an economic incentive to exercise the renewal. After the start date, the Group reassesses the end of the contract if there is a significant event or changes in circumstances that are within its control and affect its ability to exercise (or not exercise) the renewal option (for example, a change in business strategy).

Provisions

The Group periodically analyses any obligations resulting from past events that should be recognised or disclosed. The subjectivity inherent in determining the probability and amount of internal resources needed to pay the obligations could lead to significant adjustments, either due to changes in the assumptions used or the future recognition of provisions previously disclosed as contingent liabilities.

Deferred tax assets

Deferred tax assets are only recognised when there is strong certainty that future taxable profits will be 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. Deferred tax assets are valued by management at the end of each period, considering the Group's expected future performance.

Expected credit losses

The credit risk of the accounts receivable balances is assessed on each reporting date using a collection matrix, which is based on the history of past collections adjusted for the expected future evolution of collections, in order to calculate the uncollectability rate. The credit losses expected from accounts receivable are thus adjusted by the assessment made, which may differ from the actual risk that will be incurred in the future.

Fair value of financial assets and liabilities

When determining the fair value of a financial asset or liability with an active market, the respective market price is applied. If there is no active market, which is the case for some of the Group's financial assets and liabilities, valuation techniques generally accepted in the market are used, based on market assumptions.

The Group applies valuation techniques for unlisted financial instruments, such as derivatives, financial instruments at fair value and instruments measured at amortised cost. The most frequently used valuation models are discounted cash flow models and option models, which incorporate, for example, interest rate curves and market volatility.

For some 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.

During the semesters ended 30 June 2024 and 2025, no material errors, estimates or changes in accounting policies relating to previous years were recognised.

During the semester ended 30 June 2024 there were no changes to the perimeter.

During the semester ended 30 June 2025, the following changes occurred in the perimeter:

  • Incorporation of the company NOS Information Technologies SGPS, S.A., in January 2025, whose main activity is the management of shareholdings in other companies;
  • Acquisition of the company Claranet Portugal, S.A., on 17 March 2025, for €153.2 million, whose main activity is the provision of information technology services, focusing mainly on cloud computing solutions.

Following this acquisition, NOS carried out a preliminary assessment of the fair value of the assets acquired and liabilities assumed through this operation, and therefore the purchase price allocation is still subject to change until the conclusion of the one-year period from the date of control, as permitted by IFRS 3 - Business Combinations. Nevertheless, the company does not expect any material changes as a result of possible alterations to the allocation made.

The breakdown of the net assets acquired, and the goodwill recognised as part of this transaction is as follows:

Tangible fixed assets 13,539 1,158 14,697
Intangible assets 9,946 12,498 22,444
Rights of use 12,105 7,812 19,917
Other non-current financial assets 430 - 430
Deferred tax assets 311 141 452
Total non-current assets
Inventories 2,538 - 2,538
Accounts receivable - trade 37,715 - 37,715
Accounts receivable - other 975 - 975
Prepaid expenses 3,041 - 3,041
Cash and cash equivalents 7,305 - 7,305
Total current assets
Borrowings 8,442 - 8,442
Provisions 66 1,153 1,219
Deferred tax liabilities 1,938 4,616 6,554
Total non-current liabilities
Borrowings 4,458 - 4,458
Accounts payable - trade 22,427 - 22,427
Accounts payable - other 1,641 - 1,641
Tax payable 5,877 - 5,877
Accrued expenses 10,453 - 10,453
Deferred income 9,793 - 9,793
Total current liabilities

The fair value of the net assets acquired was determined using different valuation methodologies for each type of asset or liability, based on the best information available. The main adjustments to fair value made as part of this process were: (i) rights of use with rents below market values (€7.8 million); (ii) portfolio of customer orders (€7.5 million); (iii) right to use intellectual property (€5 million); (iv) buildings/ own offices (€1.2 million); (v) contingent liabilities relating to present obligations (€1.2 million); and (vi) respective deferred taxes.

In the process of identifying the fair value of the assets, NOS used critical estimates, assumptions and judgements, such as: (i) office rental market rents; (ii) estimated margins on customer contracts; (iii) future inflation rates; among others. Various scenarios were considered in the different evaluations, which did not lead to significant changes in the fair value of assets and liabilities

Although these estimates are based on the best information available at the date of preparation of the consolidated financial statements, current and future results may differ from these estimates.

For the remaining assets and liabilities, no significant differences were identified between the fair value and the respective book value.

As is usually the case with business combinations, in this operation it was not possible to attribute part of the acquisition cost to the fair value of the assets identified and liabilities assumed, and this component was recognised as Goodwill and recorded under Intangible Assets. This goodwill is related to various elements which cannot be reliably isolated and quantified and includes, among others, synergies, a qualified workforce and technological capabilities.

The contribution of Claranet (Claranet Portugal S.A. and its subsidiaries) to the results for the period ended 30 June 2025, corresponding to the 3-month period (April to June), is detailed as follows:

Depreciation, amortisation and impairment losses 3,781
Non-recurring costs / (gains) 69
Net losses / (gains) in subsidiaries, net -
Financial expense / (income) 279
Income taxes 206

Had Claranet been consolidated since 1 January 2025, the results for the period ended 30 June 2025 would have been as follows:

Depreciation, amortisation and impairment losses 245,365 3,882 249,247
Non-recurring costs / (gains) 5,060 240 5,300
Net losses / (gains) in subsidiaries, net (11,734) - (11,734)
Financial expense / (income) 32,689 251 32,940
Income taxes 6,800 317 7,117

The cash flows related to the acquisition of Claranet Portugal, S.A. resulted in a payment of €153.2 million, included under cash flows from Investing Activities, and in the incorporation of Claranet's Cash and Cash Equivalents in the amount of €7.3 million, included under the item 'Change of perimeter '.

The business segments are as follows:

  • Telco and IT TV, Internet (fixed and mobile) and voice (fixed and mobile) services rendered and includes the following companies: NOS Technology, Per-mar, Sontária, NOS SGPS, NOS Açores, NOS Property, NOS Madeira, NOS SA, NOS Audio - Sales and Distribution, Teliz Holding, NOS Sistemas, NOS Sistemas España, NOS Inovação, NOS Internacional SGPS, NOS Corporate Centre, NOS Wholesale, NOS 5G Fund, NOS Mediação Seguros, Finstar, ZAP Media, Mstar, Upstar, Dualgrid, Ten Twenty One, BrightCity.
  • IT Services rendered of Information Technology services, including Cloud, Workplace, Applications, Data & AI, and Security solutions, as well as cybersecurity and connectivity services. This segment includes the following entities: NOS Comunicações (IT business), Ten Twenty One (IT business), NOS Information Technologies, Claranet, Claranet II, and Ignit.
  • Audiovisuals the supply of video production services and sales, cinema exhibition and distribution and the acquisition/negotiation of Pay TV and VOD (video-on-demand) rights and includes the following companies: NOS Audiovisuais, NOS Cinemas, Lusomundo Moçambique, Lda. ("Lusomundo Moçambique"), Lusomundo Imobiliária 2, S.A. ("Lusomundo Imobiliária 2"), Lusomundo Sociedade de Investimentos Imobiliários, SGPS, S.A. ("Lusomundo SII"), Empracine - Empresa Promotora de Atividades Cinematográficas, Lda. ("Empracine"), NOS Audio SGPS and Dreamia S.L..

In the semester ended 30 June 2025, and considering the acquisition of Claranet (Note 4), NOS restructured its business segments, and the amounts for previous periods were restated to reflect the new structure.

The results, assets, liabilities, investments in joint ventures and associates and investments intangible fixed assets, intangible assets, costs of contracts with customers and rights of use, by segment, for the semesters ended 30 June 2024 and 2025, are as follows:

Inter-segment receivables 2,287 - (2,287) - -
Depreciation, amortisation and impairment losses 233,418 505 13,397 - 247,320
"Non-recurring costs / (gains) (71,667) - 64 - (71,603)
Net losses / (gains) in subsidiaries, net (4,554) - (126) - (4,680)
Financial expense / (income) 39,565 56 841 (136) 40,326
Total assets 3,308,181 18,791 232,588 (196,740) 3,362,820
Total liabilities 2,342,599 17,107 75,888 (37,324) 2,398,270
Investments in jointly controlled companies and associated companies 32,925 - 1,670 - 34,595
Inter-segment receivables 1,854 140 (1,994) - -
Depreciation, amortisation and impairment losses 226,312 4,244 14,809 - 245,365
"Non-recurring costs / (gains) 4,634 69 357 - 5,060
Net losses / (gains) in subsidiaries, net (11,825) - 91 - (11,734)
Financial expense / (income) 26,512 977 (6,276) 11,476 32,689
Total assets 3,663,714 405,655 554,136 (1,097,263) 3,526,242
Total liabilities 2,471,390 193,633 400,370 (532,092) 2,533,301
Investments in jointly controlled companies and associated companies 44,838 - 1,288 - 46,126

EBITDA = Operating income + Depreciation, amortisation and impairment losses + Restructuring costs + Losses / (gains) on disposal of assets + Other non-recurring expenses / (income) + management fees between companies / segments.

CAPEX = Increases in tangible fixed assets, intangible assets, costs of contracts with customers and rights of use

During the semester ended 30 June 2025, the NOS group's revenue came primarily from the domestic market.

In the semester ended 30 June 2025, the NOS group recorded growth in revenues and EBITDA of 7.9% and 6.2%, respectively, partly due to the acquisition and consolidation of Claranet (Note 4). The Telco segment grew by 3.0% and 4.2%, the IT segment grew by 117% and 153%, and the Audio segment grew by 15.2% and 17.0%, respectively.

In the semester ended 30 June 2025, as part of the consolidation process, revenues between the Telco and IT segments in the amount of €0.5 million, between the Telco and Audiovisual segments in the amount of €1.4 million, and between the Audiovisual and Telco segments in the amount of €15.7 million were written off.

In the semester ended 30 June 2025, no material impairment losses were recognised on non-financial assets in any of the segments.

Transactions between segments are carried out under market conditions and terms, comparable to transactions with third parties.

As at 30 June 2025, fully consolidated foreign companies represent less than 1% of assets (31 December 2024: less than 1%) and their turnover is less than 0.1% of consolidated turnover.

The accounting policies set out in IFRS 9 for financial instruments have been applied to the following items:

Other non-current financial assets (Note 14) 9,762 - - 9,762 - 9,762
Derivative financial instruments
(Note 16)
- 3,295 - 3,295 - 3,295
Accounts receivable - trade (Note 18) 331,461 - - 331,461 - 331,461
Accounts receivable - other (Note 12) 53,987 - - 53,987 8,757 62,744
Cash and cash equivalents (Note 21) 9,084 - - 9,084 - 9,084
Borrowings (Note 24) - - 1,548,230 1,548,230 - 1,548,230
Derivative financial instruments
(Note 16)
- 184 - 184 - 184
Accounts payable - trade
(Note 27)
- - 190,158 190,158 - 190,158
Accounts payable - other (Note 26) - - 77,001 77,991 194 77,195
Accrued expenses (Note 29) - - 219,496 219,496 - 219,496

Other non-current financial assets (Note
14)
9,819 - - 9,819 - 9,819
Derivative financial instruments
(Note 16)
- 1,198 - 1,198 - 1,198
Accounts receivable - trade
(Note 18)
360,603 - - 360,603 - 360,603
Accounts receivable - other (Note 12) 39,996 - - 39,996 10,238 50,234
Cash and cash equivalents
(Note 21)
7,930 - - 7,930 - 7,930
Borrowings (Note 24) - - 1,788,728 1,788,728 - 1,788,728
Derivative financial instruments
(Note 16)
- 1,448 - 1,448 - 1,448
Accounts payable - trade
(Note 27)
- - 188,221 188,221 - 188,221
Accounts payable - other (Note 26) - - 68,637 68,637 3,219 71,856
Accrued expenses (Note 29) - - 243,675 243,675 - 243,675

Given their nature, the balances of taxes receivable and taxes payable were financial instruments not covered by IFRS 7. Similarly, the prepaid expenses and deferred income items were not considered in this breakdown as they are made up of balances not covered by IFRS 7.

The Group's Board of Directors believes that the fair value of the classes of financial instruments recorded at amortised cost and those recorded at the present value of payments does not differ significantly from their book value, given the contractual conditions of each of these financial instruments.

During the semesters ended 30 June 2024 and 2025, the movements under this item were as follows:

Land and natural resources 519 - - - - 519
Buildings and other
constructions
281,666 - - (656) 8,558 289,568
Basic equipment 2,928,457 - 21,652 (12,730) 62,422 2,999,801
Transport equipment 512 - - - - 512
Tools and utensils 1,688 - - - 68 1,756
Administrative equipment 147,071 - 592 (79) 756 148,340
Other tangible assets 44,576 - 79 - 184 44,839
Tangible assets in progress 45,940 - 66,812 - (75,785) 36,967
Buildings and other
constructions
143,676 - 3,630 (419) (1) 146,886
Basic equipment 2,027,478 - 76,375 (5,604) - 2,098,249
Transport equipment 511 - - - 1 512
Tools and utensils 985 - 110 - - 1,095
Administrative equipment 140,040 - 1,724 (49) - 141,715
Other tangible fixed assets 44,155 - 227 - - 44,382
Land and natural resources 519 170 - - - 689
Buildings and other
constructions
293,015 9,041 (637) (2,272) 5,084 304,231
Basic equipment 3,060,200 21,231 23,364 (6,339) 69,437 3,167,893
Transport equipment 506 570 - - - 1,076
Tools and utensils 1,810 - - (6) 34 1,838
Administrative equipment 150,250 964 431 (767) 1,012 151,890
Other tangible assets 45,143 56 93 (109) 194 45,377
Tangible assets in progress 45,061 - 70,409 - (75,761) 39,709
Buildings and other
constructions
150,453 1,598 4,679 (2,272) - 154,458
Basic equipment 2,163,786 14,542 76,647 (6,650) - 2,248,325
Transport equipment 504 561 4 - - 1,069
Tools and utensils 1,207 69 117 (6) - 1,387
Administrative equipment 143,092 565 1,711 (767) - 144,601
Other tangible fixed assets 44,653 - 344 (109) - 44,888

Tangible assets in progress essentially correspond to investments in telecommunications network infrastructure (fixed and mobile), realised in the period.

In the semester ended 30 June 2024, the net amount under "Disposals and write-offs" corresponds predominantly to the sale of a portfolio of 80 mobile sites, with NOS receiving 57.3 million euros for the operation, giving rise to a gain of 34.2 million euros, recognised under "Losses / (gains) on disposal of assets", and reflecting a deferral of €15.8 million, deducted from the new site lease liabilities (Notes 10 and 24).

As at 30 June 2025, Accumulated depreciation and impairment losses includes accumulated impairments of €10 million (2024: €12 million).

The net amount of "Transfers and other" corresponds mainly to the transfer of assets to "Intangible Assets" (Note 8).

The net value of tangible fixed assets as at 30 June 2025 consists mainly of basic equipment, of which the following stand out:

  • Telecommunications network and infrastructure (fibre optic network and cabling, network equipment, and other equipment) amounting to €837.8 million (31 December 2024: €811.8 million);
  • Network terminal equipment installed in customers, included in the Basic equipment item, the net amount of which amounts to €81.8 million (31 December 2024: €84.7 million).

Tangible fixed assets and intangible assets include interest paid and other financial expenses incurred, directly related to the construction of certain tangible fixed assets or intangible assets in progress. As at 30 June 2025, the total net value of these costs amounts to €7.8 million (31 December 2024: €8.25 million).

During the semesters ended 30 June 2024 and 2025, the movements under this item were as follows:

Goodwill 641,400 - - - - 641,400
Industrial property and
other rights
2,101,487 - 3,509 (655) 48,682 2,153,023
Intangible assets in
progress
27,190 - 43,189 - (44,885) 25,494
Industrial property and
other rights
1,561,149 - 81,155 (270) (1,254) 1,640,780
Intangible assets in
progress
982 - - - 1,254 2,236
Goodwill 641,400 114,549 - - - 755,949
Industrial property and other
rights
2,008,555 38,858 1,748 (33) 43,568 2,092,696
Intangible assets in progress 22,522 223 36,475 - (43,568) 15,652
Industrial property and other
rights
1,524,198 16,637 72,901 (33) (204) 1,613,499
Intangible assets in progress 2,667 - - - 204 2,871

As at 30 June 2025, Accumulated amortisation and impairment losses includes accumulated impairment of €24 million (2024: €25 million).

The net amount of "Transfers and other" corresponds mainly to the transfer of assets to "Tangible fixed assets" (Note 7).

As at 30 June 2025, the item "Industrial property and other rights" essentially includes:

  • A net amount of €124.3 million (31 December 2024: €128.1 million) corresponding to the acquisition of the rights to use frequencies in the 5G bands and other relevant bands (100MHz in the 3.6GHz band and 2x10MHz in the 700MHz band, also acquiring 2x5MHz in the 2100MHz band and 2x2MHz in the 900MHz band);
  • A net amount of €65.2 million (31 December 2024: €69.3 million), corresponding mainly to the investment, net of amortisation, made in the development of the UMTS network, which includes:
    • o €20.6 million (31 December 2024: €21.9 million) relating to the license;
    • o €6.9 million (31 December 2024: €7.3 million) relating to the contract signed in 2002 between Oni Way and the other three mobile telecommunications operators operating in Portugal;
    • o €2.1 million (31 December 2024: €2.3 million) relating to the contribution, established in 2007, to the Share Capital of the Foundation for Mobile Communications under the agreement signed between the Ministry of Public Works, Transport and Communications and the three telecommunications operators operating in Portugal;
    • o €30.2 million (31 December 2024: €32.1 million) relating to the Initiatives E programme; and
    • o €3.5 million (31 December 2024: €3.8 million) corresponding to the valuation of the license within the scope of the fair value allocation resulting from the merger operation);
  • A net amount of €62 million (31 December 2024: €63.9 million) corresponding to the acquisition of the rights to use frequencies (spectrum) in the 800 MHz, 1800 MHz and 2600 MHz bands, used for the development of 4th generation services (LTE - Long Term Evolution) and a net amount of €2.2 million (31 December 2024: €2.2 million) corresponding to the valuation of the license under the fair value allocation resulting from the merger operation;
  • A net amount of €104.2 million relating to software (31 December 2024: €125 million);
  • A net amount of €15 million (31 December 2024: €16.3 million) corresponding to future rights to use films and series.

The increases in the semester ended 30 June 2025 correspond primarily to the acquisition of rights to use films and series, in the amount of €7.2 million, software development of €22.7 million and development of set up boxes and applications of €7.4 million.

Goodwill impairment test

Goodwill was allocated to the cash flow generating units of each reportable segment, as follows:

Telco
564,799
564,799
IT
-
114,549
Audiovisuals
76,601
76,601

During the semester ended 30 June 2025, NOS acquired the Claranet group, which resulted in goodwill of €114.549 million (Note 4), which has not yet been subject to impairment tests.

In 2024, impairment tests were carried out based on valuations using the discounted cash flow method, which support the recoverability of the carrying amount of goodwill. International accounting standards state that an asset cannot be recognised at an amount greater than its recoverable amount through use (present value of future cash flows) or sale. An asset is impaired when its book value exceeds its recoverable amount. This analysis should be carried out by cash-generating unit. The values of these evaluations are supported by historical performance and expectations of the development of the business and the respective markets, embodied in approved medium/long-term plans.

The following assumptions were made in these estimates:

Discount rate (before tax) 6.0% 7.3% 8.3%
Evaluation period 5 years 5 years 5 years
EBITDA growth (2025-29)* -3.7% -3.4% 4.3%
Perpetuity growth rate 2.0% 2.0% 2.0%

* EBITDA = Operating Profit + Depreciation, Amortisation and Impairment Losses + Restructuring Costs + Losses/(Gains) on asset disposals + Other Non-Recurring Costs/(Gains) (CAGR - average)

In the Telco segment, the assumptions used are based on past performance, the evolution of the number of customers, expected development of regulated tariffs, current market conditions and expectations of future development.

In the cinema segment, the segment most affected by COVID-19, EBITDA growth is still justified by the prospect of activity recovering to near pre-pandemic levels.

The number of years specified in the impairment tests depends on the degree of maturity of the respective businesses and market and has been determined based on what is considered most appropriate for the valuation of each cash-generating unit.

Sensitivity analyses were carried out to changes in the discount rate and perpetuity growth rate of the various segments reported, of 1 percentage point and 0.4 percentage points, respectively.

In the telecommunications segment, sensitivity analyses were also carried out on variations in the operating variables RGU (Revenue Generating Unit), ARPU (Average Revenue Per User), EBITDA and CAPEX, in perpetuity, of approximately 5%.

In the cinema segment, sensitivity analyses were carried out to changes in the projected number of tickets sold, average revenue per ticket, EBITDA and CAPEX, in perpetuity, of approximately 5%.

In the audiovisual segment, sensitivity analyses were carried out to variations in the projected number of views, average revenue per view, EBITDA and CAPEX, in perpetuity, of approximately 5%.

These simulations did not reveal the need to increase impairment.

As at 30 June 2025, it was considered that the assumptions made in the impairment tests carried out in 2024 had not changed materially, and therefore there are no signs of impairment.

During the semesters ended 30 June 2024 and 2025, the movements under this item were as follows:

Cost of customer acquisition 689,601 34,498 724,099
Costs of fulfilling contracts with customers 316,650 14,735 331,385
Cost of customer acquisition 587,925 33,679 621,604
Costs of fulfilling contracts with customers 259,920 15,669 275,589
Cost of customer acquisition 334,481 35,023 369,504
Costs of fulfilling contracts with customers 186,268 15,087 201,355
Cost of customer acquisition 230,165 34,584 264,749
Costs of fulfilling contracts with customers 130,913 15,016 145,929

The item Cost of contracts with customers refers to commissions paid to third parties and other costs related to attracting and retaining customer contracts, including portability costs. These costs are amortised, systematically and consistently, with the transfer to customers of the goods or services to which the asset relates (between 2 and 4 years).

As at 30 June 2025, no impairment losses have been recognised.

During the semesters ended 30 June 2024 and 2025, the movements under this item were as follows:

Websites 250,500 - 19,972 - (1,569) 268,903
Cinemas 140,975 - (2,757) - - 138,218
Transponders 94,135 - 182 - - 94,317
Equipment 187,931 - 7,488 - - 195,419
Buildings 94,753 - 874 - - 95,627
Shops 31,055 - 1,977 - - 33,032
Other 87,111 - 1,170 - - 88,281
Websites 87,120 - 10,262 - - 97,382
Cinemas 106,346 - 2,920 - - 109,266
Transponders 81,072 - 3,306 - - 84,378
Equipment 135,608 - 8,529 - - 144,137
Buildings 74,606 - 4,224 - - 78,830
Shops 23,568 - 1,874 - - 25,442
Other 71,050 - 3,631 - - 74,681
Websites 276,763 - 8,246 (505) - 284,504
Cinemas 150,790 - 6,695 - - 157,485
Transponders 94,317 - - - - 94,317
Equipment 203,429 7,259 9,660 (45) - 220,303
Buildings 98,369 8,787 2,657 - - 109,813
Shops 34,562 - 3,067 - - 37,629
Other 99,148 13,838 15,364 - - 128,350
Websites 107,188 - 10,063 - - 117,251
Cinemas 113,949 - 4,874 - - 118,823
Transponders 87,691 - 3,313 - - 91,004
Equipment 152,646 2,606 9,359 - - 164,611
Buildings 83,027 316 3,783 - - 87,126
Shops 27,399 - 1,978 - - 29,377
Other 78,847 7,045 5,988 - - 91,880

The item Rights of Use refers to assets associated with lease contracts which are amortised over the duration of the respective contract, except for equipment leases with a purchase option which are amortised over the estimated period of use.

As at 30 June 2024 and 2025, no impairment losses have been recognised.

The net amount of "Increases" corresponds to new contracts and renegotiation of the contractual terms of leases.

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

Finstar*
28,608
31,436
Mstar
5,453
6,336
Sport TV
-
4,438
Dreamia
1,379
1,288
Other companies
2,210
2,628
* Consolidated from Finstar and ZAP Media

In the semesters ended 30 June 2024 and 2025, Investments in joint ventures and associates had the following changes:

Profit/(loss) for the year (Note 40)
4,680
11,734
-
Additional capital contributions - BrightCity
300
Changes in equity
475
(3,558)

Changes in equity correspond to changes in the equity of companies recognised using the equity method, which mainly correspond to the exchange rate impacts of investments in currencies other than the euro.

The assets, liabilities and results of jointly controlled and associated companies for the years ended 31 December 2024 and 30 June 2025 are as follows:

Sport TV* 84,267 97,057 62 152,701 28,561 213,350 5,363 25.00%
Dreamia 985 12,752 7,500 3,958 2,279 16,673 (461) 50.00%
Finstar 30,752 131,792 24,277 56,691 81,576 112,947 13,863 30.00%
Mstar 1,383 30,338 - 20,741 10,980 30,159 6,151 30.00%
Upstar 2,029 11,154 - 8,356 4,827 14,488 596 30.00%
Dualgrid 3 342 - 227 118 609 31 50.00%
Dreamia S.L. 15,543 1,100 6,861 2,280 7,502 2,382 26 50.00%
BrightCity S.A. 2,171 2,573 271 2,032 2,441 1,741 1,152 50.00%
Sport TV* 12,649 46,500 138 31,093 27,919 105,278 (642) 25,00%
Dreamia 1,160 12,642 7,756 4,035 2,011 8,139 (268) 50,00%
Finstar 31,872 136,527 35,862 43,467 89,070 62,069 14,420 30,00%
Mstar 408 36,609 - 21,702 15,315 20,303 5,749 30,00%
Upstar 2,151 10,645 - 7,905 4,891 7,556 65 30,00%
Dualgrid 10 276 - 155 131 307 27 50,00%
Dreamia S,L, 15,799 814 7,088 1,995 7,530 1,234 29 50,00%
BrightCity S,A, 890 4,333 - 3,034 2,190 1,231 140 50,00%

* Sport TV's annual reporting period is from 1 July to 30 June (in line with the football season). Accordingly, the accounts presented in the tables above, revenue and net income correspond to the figures for the reported period of 12 months in 2024 and 6 months in 2025, respectively.

The indicators in the tables above do not include consolidation adjustments, which were considered when determining the Group's interest in the results, assets and liabilities of jointly controlled and associated companies.

In the semester ended 30 June 2025, the assets, liabilities and results of the company ZAP Media (100% held by Finstar) are:

ZAP Media 19,946 8,067 1,108 11,182 15,723 17,397 2,718

The differences between the individual accounts (prepared in accordance with Angolan regulations) and the Finstar consolidated accounts (Finstar + ZAP Media) correspond predominantly to the annulment of balances and transactions between the companies and the adjustments resulting from the companies being

located in a hyperinflationary economy from 2017 until September 2019 (IAS 29) and using accounting plans different from IAS/IFRS.

The Group has various controls over the reporting process of its jointly controlled and associated companies. The amounts included in the reported financial statements are audited when legally required. In all other cases and where the audit has not been finalised, specific review procedures are carried out by the Group.

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

Accounts receivable 50,558 3,923 36,686 3,900
Advances to suppliers 8,757 - 10,238 -
Expected credit losses (482) (12) (557) (33)

As at 30 June 2025, Accounts receivable corresponds mostly to:

  • amounts receivable, arising from favourable decisions in lawsuits brought by the company and the declaration of unconstitutionality with general binding force by the Constitutional Court related to assessments of the Activity Tax, in the amount of €25.5 million (31 December 2024: €41.3 million); and
  • short-term loans, medium and long-term loans and interest receivable from associated companies.

In addition, as at 30 June 2024 and 2025, Advances to suppliers correspond mainly to amounts paid under football rights contracts and other operating costs

The summary of movements in expected credit losses on other receivables is as follows:

Increases (Note 36)
47
234
Utilizations, transfers and other
(59)
(138)

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

Tax proceedings - 41,311 - 35,224
Debt settlement 149 - 149 -
Value Added Tax (VAT) 5,965 19,175 3,412 33,510
Corporate Income Tax (IRC) - 35,859 - 23,328
Personal Income Tax (IRS) - 1,754 - 2,291
Social Security - 2,103 - 4,281
Other 14 157 14 92

In the semester ended 30 June 2025, the item "Tax proceedings" includes liabilities relating to ongoing tax proceedings, of which the following stand out:

• Transfer of future receivables: in the year ended 31 December 2010, NOS SA was notified of the Tax Inspection Report for the 2008 period, which considered that the addition of €100 million, relating to the initial price of future receivables assigned for securitisation, was undue in the calculation of taxable profit for the year. In this regard, considering the principle of accrual of taxable profit, NOS SA was subsequently notified of the undue deduction of the amount of €20 million in the calculation of taxable profit for the years 2009 to 2013. The basis for this correction is the understanding that the increase made in 2008 was not accepted because it did not comply with the provisions of Article 18 of the IRC Code. Therefore, also in the following years, the deduction corresponding to the revenues generated in those years, to comply with the annual amortisation contracted under the operation (20 million per year for 5 years) will have to be eliminated in the calculation of taxable profit. NOS SA challenged the decisions relating to the financial years 2008 to 2013. With regard to 2008, the Administrative and Fiscal Court of Oporto ruled unfavourably in March 2014, and the company has lodged an appeal.

In March 2021, NOS SA was notified of the judgement handed down by the Court of Appeal, which in turn dismissed it. NOS did not agree with the decision and filed an appeal with the Supreme Administrative Court.

In May 2022, NOS was notified of the decision rejecting the review appeal, against which an appeal was lodged with the Constitutional Court, with suspensive effect on the proceedings. Alongside this appeal, an application was submitted to recognise the nullity of the decision, due to a lack of reasoning. Both applications were rejected and the means of reaction in the case relating to 2008 have been exhausted. The same outcome can be expected in the cases relating to 2009 to 2013.

With regard to the 2009 financial year, the company was notified in April 2025 of an unfavourable decision issued by the Lisbon Tax Court, and an appeal was subsequently filed with the Supreme Administrative Court.

As at 31 December 2024 and 30 June 2025, the amounts receivable and payable relating to corporate income tax are as follows:

Estimated current income tax (57,439) (26,138)
Payments on account 17,984 940
Withholdings made to/by third parties 1,253 509
Other 2,343 1,361

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

DareData 2,000 2,000
TechTransfer Fund 1,606 1,640
Didimo 1,415 1,280
Seems Possible 1,784 1,784
Reckon.ai 1,004 1,004
SkillAugment 547 274
MindProber 890 890
Other 516 947

During the year ended 31 December 2024, NOS acquired a shareholding in the company DareData (Note 4), for €2 million. During the same period, changes in fair value were recorded in the TechTransfer Fund (in the amount of €251 thousand), in the company Seems Possible (in the amount of €584 thousand), in Reckon.ai (in the amount of €150 thousand), in the company SkillAugment (in the amount of €372 thousand) and in the company MindProber (in the amount of €390 thousand).

During the semester ended 30 June 2025, changes in fair value were recorded in the companies Didimo (in the amount of €-135 thousand) and SkillAugment (in the amount of €-273 thousand), and the investments of the acquired Claranet Group were incorporated.

NOS and its subsidiaries are subject to Corporate Income Tax (IRC) at a rate of 20% on taxable income (taxable profit less any tax losses that may be deducted) plus a Municipal Surcharge at a maximum rate of 1.5% on taxable income, thus reaching an aggregate rate of around 21 ,5%. In addition, with the austerity measures laid down in Law 66-B/2012, of 31 December, and the respective additions by Law 114/2017, of 29 December, the State Surcharge is levied on taxable profit at 3% on the part of each company's taxable profit that exceeds €1.5 million up to €7.5 million, at 5% on the part of each company's taxable profit that exceeds €7.5 million up to €35 million, and at 9% on the part of each company's taxable profit that exceeds €35 million.

When calculating taxable profit, amounts not accepted (or which should be considered) for tax purposes are added to (or subtracted from) the accounting results. These differences between the accounting and tax results can be temporary or permanent.

NOS is taxed in accordance with the special regime for the taxation of groups of companies (RETGS), which includes companies in which it holds, directly or indirectly, at least 75% of the capital and which meet the requirements set out in Article 69 of the IRC Code.

The companies that are part of the RETGS in 2025 are as follows:

  • NOS SGPS (parent company)
  • Empracine
  • Lusomundo Imobiliária
  • Lusomundo SII
  • NOS Açores
  • NOS Audiovisuais
  • NOS Audiovisuais SGPS
  • NOS Cinemas
  • NOS Comunicações
  • NOS Inovação
  • NOS Internacional SGPS
  • NOS Audio Sales and Distribution
  • NOS Mediação de Seguros
  • NOS Sistemas
  • NOS Technology
  • NOS Wholesale
  • NOS Corporate Centre
  • NOS Property
  • Per-mar
  • Sontaria
  • Teliz
  • Ten Twenty One

However, the following companies are not covered by this tax regime in 2025:

  • NOS Madeira, as it benefits from the tax rates applicable to the Autonomous Region of Madeira;
  • Entities that were incorporated or acquired in 2025, namely NOS Information Technologies, and the companies that form the Claranet group, specifically Claranet Portugal, Claranet Solutions, and Ignit.

According to the legislation in force, tax returns are subject to review and correction by the tax authorities for a period of four years, except for cases in which tax losses or other revenues have been assessed, namely tax benefits, the deadline for which coincides with the time limit for their utilisation. It should be noted that these deadlines may be suspended if inspections, claims or appeals are in progress.

The Board of Directors of NOS, supported by information from its tax advisors, believes that any revisions and corrections to these tax returns, as well as other tax contingencies, will not have a significant effect on the consolidated financial statements as at 30 June 2025.

NOS and its subsidiaries recognised deferred taxes related to temporary differences between the tax and accounting bases of assets and liabilities, as well as tax losses carried forward existing at the date of the statement of financial position.

In the semesters ended 30 June 2024 and 2025, the movement in deferred tax assets and liabilities was as follows:

Expected credit losses 7,209 - 1,434 - 8,643
Inventories 4,453 - 484 - 4,937
Other provisions and adjustments 40,969 - (1,889) - 39,080
Intra-group capital gains and other transactions 19,522 - 3,561 - 23,083
Assets recognised under IFRS 16 9,395 - (9,395) - -
Derivatives 358 - (274) (81) 3
Revaluations of assets as part of the fair value allocation
of assets acquired in merger and acquisition operations
2,361 - (86) - 2,275
Liabilities recognised under IFRS 16 - - 2,558 - 2,558
Derivatives 1,267 - (191) 568 1,644
Other 1,870 - (151) - 1,719
Expected credit losses 7,368 - 5,127 - 12,495
Inventories 4,119 - (713) - 3,406
Other provisions and adjustments 34,900 311 (469) - 34,742
Intra-group capital gains and other transactions 19,829 - (946) - 18,883
Assets recognised under the fair value allocation to
liabilities acquired in the acquisition operation
- 141 - - 141
Derivatives 39 - (83) 405 361
Derivatives - - 577 - 577
Revaluations of assets as part of the fair value allocation
of assets acquired in merger and acquisition operations
1,987 6,554 (527) - 8,014
Liabilities recognised under IFRS 16 2,542 - 87 - 2,629
Derivatives 745 - (205) (282) 258
Other 1,529 - (79) - 1,450

6,803 6,554 (724) (282) 12,351
Net deferred taxes 59,452 (6,102) 4,217 687 58,254

During the semester ended 30 June 2024 , the NOS Group derecognised the deferred tax (against tax receivable) resulting from the consideration, for tax purposes, of the application of IFRS 16 following the publication of Circular 3/2024, which changes the previous understanding of the Tax Authority regarding the amortisation period of Right-of-Use assets, now allowing depreciation to take place over the period of the contract in situations where the lease does not transfer ownership of the underlying asset to the lessee at the end of the lease term, nor is it estimated that a purchase option will be exercised.

As at 30 June 2025, deferred tax assets relating to other provisions and adjustments refer mainly to:

  • impairment, accelerated depreciation beyond the depreciation accepted for tax purposes and other adjustments to tangible fixed assets and intangible assets in the amount of €20.1 million (31 December 2024: €19.6 million); and
  • miscellaneous provisions and share plan amounting to €13.2 million (31 December 2024: €15.2 million).

Asset revaluations refer to the valuation of telecommunications licenses and other assets when Group companies merged.

Deferred tax assets have been recognised to the extent that it is probable that taxable profits will arise in the future that can be used to recover tax losses or deductible tax differences. This assessment was based on the business plans of the Group companies, which are periodically reviewed and updated.

As at 30 June 2025, the tax rate used to calculate deferred tax assets relating to tax losses was 20% (2024: 20%). In the case of temporary differences, the rate used was 21.5% (2024: 21.5%) increased to a maximum state surcharge of 4.7% (2024: 4.7%) when temporary differences were considered likely to be taxed in the estimated period of application of this rate. Tax benefits, as they are deductions from taxable income, are considered at 100%, and in some cases their full acceptance is dependent on the approval of the authorities granting such tax benefits.

Under the terms of Article 88 of the CIRC, the company is additionally subject to autonomous taxation on a series of charges at the rates set out in the article.

With the State Budget for 2023, tax losses no longer have a time limit for carrying them forward, but their deduction is limited to 65% of the taxable profit generated.

In the semesters ended 30 June 2024 and 2025, the reconciliation between the nominal and effective tax rates is as follows:

Income before tax 85,376 160,731 57,922 123,879
Nominal tax rate 22.5% 22.5% 21.5% 21.5%
Permanent differences (5,642) (5,935) (290) (2,299)
Tax benefits (13,235) (23,619) (5,862) (12,623)
State surcharge 2,315 7,228 1,213 3,261

Autonomous taxation 200 421 140 282
Other 1,727 (2,165) (7,826) (8,455)
Effective tax rate 5.4% 7.5% -0.3% 5.5%
Current tax 8,526 3,885 21,326 11,017
Deferred tax (3,952) 8,209 (21,498) (4,217)

In the semesters ended 30 June 2024 and 2025, permanent differences are broken down as follows:

Losses/(gains) in subsidiaries (Note 40) (1,984) (4,680) (2,385) (11,734)
Reinvestment of capital gains i) (24,128) (24,128) - -
Other 1,035 2,430 1,036 1,041
22.5% 22.5% 21.5% 21.5%

Tax Benefits corresponds to the recording of deferred taxes and the use of tax benefits for which no deferred taxes had been recorded by the Group: tax benefit - SIFIDE (System of Tax Incentives for Research and Business Development); tax benefit - RFAI (Tax Regime for Investment Support); tax benefit - ICE (Incentive for the Capitalisation of Companies); and provisions for tax incentives used.

As at 30 June 2025, NOS contracted 3 interest rate swaps in the amount of €180 million (31 December 2024: €180 million) and 16 zero cost collars amounting a total of €575 million (31 December 2024: €377.5 million).

On the closing date of the statement of financial position, there were outstanding currency forwards in the amount of USD 21,926 thousand (31 December 2024: USD 16,866 thousand).

Interest rate derivatives 557,500 - 2,457 184 -
Exchange rate derivatives 16,866 811 27 - -

Interest rate derivatives 830,000 - 1,192 26 206
Exchange rate derivatives 21,926 - 6 1,060 156

In the semesters ended 30 June 2024 and 2025, the movements are as follows:

Fair value of interest rate derivatives 4,350 - 2,526 6,876
Fair value of exchange rate derivatives (244) 292 289 337
Deferred tax liabilities (1,267) 191 (568) (1,644)
Deferred tax assets 358 (274) (81) 3
Fair value of interest rate derivatives 2,273 - (1,313) 960
Fair value of exchange rate derivatives 838 (466) (1,582) (1,210)
Deferred tax liabilities (745) 205 282 (258)
Deferred tax assets 39 (83) 405 361

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

Telco
56,550
44,958
IT
-
2,084
Audiovisuals
608
728
Telco
(15,922)
(13,249)
IT
-
(125)

Inventories are essentially made up of:

  • Telco and IT: mobile devices and their accessories for sale, such as mobile phones and tablets, equipment for installation in customers' homes, such as set-top-boxes, routers and alarms, and network and infrastructure equipment;
  • IT: servers and computers; and
  • Audiovisuals: Products for sale in the cinema bar, such as ingredients for making popcorn and drinks, sweets, packaging, among others.

The movements in impairment of inventories were summarised as follows:

Increases /(decreases) - Cost of products sold (Note 34)
1,868
(247)
Charge-off / Other
(143)
(2,301)

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

Accounts receivable
371,976
414,034
Amounts to be invoiced
74,652
69,000
Expected credit losses
(115,167)
(122,431)

The amounts to be invoiced correspond mainly to the value of contractual obligations that have already been met or partially met and which will be invoiced subsequently.

The increase in this item was essentially due to the consolidation of accounts receivable from the acquired Claranet Group, in the amount of €58.2 million (Note 4). The movements in adjustments for expected credit losses were summarised as follows:

Increases and decreases (Note 36)
7,056
10,802
Change of perimeter (Note 4)
-
761
Charge-off / Other
(7,815)
(4,299)

"Charge-off/ Other" correspond predominantly to the derecognition of accounts receivable, after all the collection measures considered appropriate to recover the credit have been exhausted.

As at 30 June 2025, the assets from contracts with customers, amounting to €27.3 million (31 December 2024: €31.7 million), correspond to the discounts granted to customers at the time of sale of equipment (included in telecommunications packages) and which are allocated to monthly fees/service provision, as part of the allocation of revenue to the different performance obligations, in line with the provisions of IFRS 15. These assets are deferred when the equipment is sold and recognised over the period of the contract (service provision).

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

Expenses related to specific projects for corporate customers 17,516 17,616
Programming costs i) 19,137 10,327
Maintenance and repair 1,547 2,840
Insurance 1,400 2,280
Taxes - 1,459
Publicity 683 1,447
Other ii) 15,327 19,979
  • i) Programming costs correspond to the costs inherent in making channels available, namely fixed fees billed in advance. This cost is recognised in the period in which the channel is made available and broadcast and recognised as a programming cost in the Consolidated Income Statement.
  • ii) "Other" includes prepaid expenses relating mainly to costs to be recognised for various supplies and external services, such as specialised work, maintenance and repair work and other, invoiced in advance by suppliers (quarterly or annual invoicing), with the respective cost being recognised in the income statement as the service is provided. The increase in this item is predominantly the result of expenses paid in advance at the beginning of each year for the current financial year.

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

Cash 562 682
Term deposits 6,401 4,767
Demand deposits 2,121 2,481
Bank overdrafts (Note 24) 360 1,724

As at 30 June 2025, "Term deposits" have a maturity of less than 10 days and bear interest at market rates.

As at 31 December 2024 and 30 June 2025, the share capital of NOS was €855,167,890.80 and €257,580.690.00, respectively. As at 30 June 2025, the share capital is represented by 515,161,380 shares registered book-entry shares, with a nominal value of €0.50 each (2024: €1.66 each).

On 11 April 2025, at the Annual General Meeting of shareholders of NOS SGPS, it was approved the restructuring of equity items, including the Increase in funds eligible for distribution through a share capital reduction of €597,587,200.80, by decreasing the nominal value of each share from €1.66 to €0.50, without any change to the number of shares or the company's net position.

As at 31 December 2024 and 30 June 2025, the main shareholders are:

Sonaecom, SGPS, S.A. 192,527,188 37.37% 192,527,188 37,37%
ZOPT, SGPS, S.A. 134,322,269 26.07% 134,322,269 26,07%
Mubadala Investment Company 25,758,569 5.00% - -

In accordance with Article 20(1)(b) and (c) and Article 21 of the Portuguese Securities Code, a qualified shareholding of the share capital and voting rights of NOS, SGPS, S.A. as calculated in the terms of Article 20 of the Portuguese Securities Code, is attributable to the following companies:

  • 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. 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.
  • Shareholding attributable to ZOPT and, therefore, to the companies Kento Holding Limited and Unitel lnternational Holdings, BV, as well as to Mrs Isabel dos Santos, being (i) Kento Holding Limited and Unitel lnternational Holdings, BV, companies directly and indirectly controlled by Mrs Isabel dos Santos, and (ii) ZOPT, a company controlled by its shareholders Kento Holding Limited and Unitel International Holdings, BV.

Note: the calculation of the percentage of voting rights does not consider own shares held by the Company.

On 27 August 2013, following the completion of the merger between ZON and Optimus SGPS, the Company's share capital was increased by €856,404,278, corresponding to the total number of shares issued (206,064,552 shares), based on the closing stock market price on 27 August 2013. The capital increase is detailed as follows:

  • share capital of €2,060,646;
  • premium for issue of shares in the amount of 854,343,632.

Additionally, the premium for issue of shares was deducted for an amount of €125 thousand related to costs with the respective capital increase.

On 21 April 2022, the Annual General Meeting of NOS SGPS shareholders, approved 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 at 30 June 2025, the amount of the share premium is €4,202,356 (31 December 2024: €4,202,356).

The share premium is subject to the regime applicable to legal reserves and can only be used:

  • To cover part of the losses on the balance of the year that cannot be covered by other reserves;
  • To cover part of the losses carried forward from the previous year that cannot be covered by the net income of the year or by other reserves;
  • To increase the share capital.

Commercial legislation on shares requires the existence of a non-distributable reserve of an amount equal to the purchase price of those shares, which becomes unavailable if those shares remain in the company's possession. In addition, the applicable accounting rules stipulate that gains or losses on the sale of own shares are recorded in reserves.

As at 30 June 2025, there were 3,459,830 own shares, representing 0.6716 % of the share capital (31 December 2024: 3,845,224 own shares, representing 0.7464% of the share capital). Movements during the semesters ended 30 June 2024 and 2025 were as follows:

Acquisition of own shares 1,212,419 4,261
Distribution of own shares - share incentive scheme (1,072,203) (4,197)
Distribution of own shares - other remunerations (31,395) (121)
Acquisition of own shares 690,000 2,517
Distribution of own shares - share incentive scheme (1,042,418) (4,060)
Distribution of own shares - other remunerations (32,976) (129)

Legal reserve

Commercial legislation and the NOS articles of association establish that at least 5% of the annual net profit must be allocated to the legal reserve, until it represents 20% of the share capital. This reserve is not distributable except in the event of the liquidation of the Company, but can be used to absorb losses, after all other reserves have been exhausted, or to be incorporated into the share capital.

Other reserves

Under Portuguese law, the amount of distributable reserves is determined in accordance with the company's individual financial statements, presented in accordance with IAS/IFRS. Thus, as at 30 June 2025, NOS had reserves which, by their nature, are considered distributable in the amount of around €657,7 million, not including the net income for the year.

Dividends

The General Meeting held on 12 April 2024 approved the Board of Directors' proposal to pay an ordinary dividend per share of € 0.35, in the amount of €180,306 thousand. The dividend attributable to own shares totalled approximately €1,348 thousand. The dividends were paid on 24 April 2024.

The General Meeting held on 11 April 2025 approved the Board of Directors' proposal to pay a total dividend per share of € 0.40 (€ 0.35 per share as an ordinary dividend and € 0.05 per share as an extraordinary dividend), in the amount of €206,065 thousand. The dividend attributable to own shares totalled approximately €1,159 thousand. The dividends were paid on 24 April 2025.

The movements in non-controlling interests that occurred and the results attributable to non-controlling interests in the semesters ended 30 June 2024 and 2025 are as follows:

NOS Madeira 6,006 241 (4) 6,243
NOS Açores 579 (159) (2) 418
NOS Madeira 7,072 366 (2) 7,436
NOS Açores 325 (95) (1) 229

As at 31 December 2024 and 30 June 2025, the breakdown of borrowings is as follows:

Bond loans 60,000 340,000 - 405,000
Commercial paper 100,000 418,500 272,500 470,000
Bank overdrafts 360 - 1,724 -

The average financing cost of the drawn facilities during the semester ended 30 June 2025 was approximately 3.0% (2024: 3.8%).

The average cost of global financing (drawn and undrawn facilities) during the semester ended 30 June 2025 was approximately 3.1% (2024: 3.9%).

As at 30 June 2025, there are no defaults in terms of principal, interest, conditions for redemption on loans payable or other commitments.

As at 30 June 2025, around 84% of the borrowings were indexed to ESG performance objectives (71% indexed to KPIs from the Sustainability Linked Financing Framework published by NOS, and 13% to ESG ratings or classifications).

The financing contracted under the Sustainability Linked Financing Framework is indexed to the objective of reducing greenhouse gas emissions from own operations (scope 1 and 2 emissions) by at least 80% by 2025, compared to 2019.

The verification date for this indicator will be 31 December 2025. With regard to ESG ratings and classifications, these facilities are indexed to the CDP (Carbon Disclosure Project) and Moody's classifications, observed annually until the maturity of the contracts.

To date, no risk of non-compliance with the performance targets established in NOS' financing contracts is anticipated.

During the semesters ended 30 June 2024 and 2025, the movements in Borrowings are detailed as follows:

Loan receivables - 50,000 167,700 - 217,700
Loan repayments - (75,000) (171,000) (44,175) (290,175)
Change in Bank Overdrafts (7,630) - - - (7,630)
Interest and commissions paid (49) (10,109) (13,124) (16,631) (39,913)
Loan Commissions - 254 1,146 - 1,400
Interest expense (Note 41) 49 9,480 12,901 16,631 39,061
Change of perimeter (Note 4) - - - 28,906 28,906
Deferred Income from locations (Note 7) - - - 15,803 15,803
Loan receivables - 65,000 395,000 - 460,000
Loan repayments - (60,000) (171,000) (49,351) (280,351)
Change in Bank Overdrafts 1,364 - - - 1,364
Interest and commissions paid (53) (7,341) (8,107) (16,522) (32,023)
Loan Commissions - 223 1,144 - 1,367
Interest expense (Note 41) 53 6,707 8,270 16,522 31,552
Leases (Note 10) - - - 45,689 45,689
Change of perimeter (Note 4) - - - 12,900 12,900

As at 30 June 2025, NOS has a total of €405 million in bonds issued:

  • Bond loan of €15 million issued in July 2021 by BPI and maturing in July 2026. The loan bears interest at a variable rate, indexed to Euribor and paid quarterly.
  • Bond loan of €75 million issued in March 2022 by Caixa Geral de Depósitos and maturing in March 2027. The loan bears interest at a variable rate, indexed to Euribor and paid every six months.
  • Bond loan of €75 million issued in July 2022 by BPI and maturing in March 2027. The loan bears interest at a variable rate, indexed to Euribor and paid quarterly.
  • Bond loan of €50 million issued in April 2023 by BPI and maturing in January 2028. The loan bears interest at a variable rate, indexed to Euribor and paid quarterly.
  • Bond loan of €75 million issued in April 2023 by Caixa Geral de Depósitos and maturing in April 2028. The loan bears interest at a variable rate, indexed to Euribor and paid every six months.

  • Bond loan of €50 million issued in January 2024 by Caixa Geral de Depósitos and maturing in July 2026. The loan bears interest at a variable rate, indexed to Euribor and paid quarterly.
  • Bond loan of €65 million issued in June 2025 by BPI and maturing in June 2029. The loan bears interest at a variable rate, indexed to Euribor and paid every six months.

As at 30 March 2025, the net amount of these loans was increased by €948 thousand, corresponding to the respective interest and commissions, recorded under "Loans - accruals and deferrals".

As at 30 June 2025, the company has a debt of €742.5 million, in the form of commercial paper, of which €162.5 million issued under programmes without underwriting. The total amount contracted under underwriting programmes is €850 million, corresponding to 18 programmes with 6 banks, which bear interest at market rates. Commercial paper programmes with a maturity of more than 1 year in the amount of €655 million are classified as non-current (of which €470 million have been used as at 30 June 2025), since the company has the capacity to unilaterally renew current issues until the programmes mature and they are underwritten by the organiser. As such, the amount in question, despite having a current maturity, has been classified as non-current for the purposes of presentation in the statement of financial position.

As at 30 June 2025, the net amount of €2,685 thousand was deducted from the value of these loans, corresponding to the respective interest and commissions, recorded under Loans - accruals and deferrals.

Additionally, in June 2025, NOS contracted €35 million in commercial paper programmes, maturing in 2029, with Bank BPI. As at 30 June 2025, no funds had been drawn.

As at 31 December 2024 and 30 June 2025, leases refer predominantly to lease contracts for telecommunications towers, cinemas, equipment, shops and vehicles, exclusive acquisition of satellite capacity and rights to use distribution network capacity.

In the semesters ended 30 June 2024 and 2025, the movements in lease liabilities are as follows:

Websites 480,218 19,972 14,010 (15,566) - 498,634
Cinemas 37,186 (2,757) 326 (4,587) - 30,168
Transponders 18,352 182 419 (4,487) - 14,466
Equipment 36,644 7,488 673 (9,690) - 35,115
Buildings 29,835 874 764 (4,596) - 26,877
Shops 8,235 1,977 171 (2,058) - 8,325
Others 15,992 1,170 267 (4,017) - 13,412

Websites 495,244 8,246 14,309 (19,456) - 498,343
Cinemas 38,328 6,695 326 (5,034) - 40,315
Transponders 9,878 - - (5,163) - 4,715
Equipment 35,294 9,660 898 (481) 4,702 50,073
Buildings 25,622 2,657 597 (15,097) 679 14,458
Shops 8,491 3,067 175 (2,307) - 9,426
Others 13,776 15,364 217 (18,335) 7,519 18,541

In the semester ended 30 June 2025, "Other" refers to the leases of the Claranet Group acquired (Note 4).

Up to 1 year 109,300 114,955
Between 1 and 5 years 330,640 338,923
More than 5 years 373,700 351,618
Future financial costs (lease) (187,007) (169,625)
Up to 1 year
77,918
83,224
Between 1 and 5 years
230,990
249,961
More than 5 years
317,725
302,686

As at 31 December 2024 and 30 June 2025, the maturity of the loans is as follows:

Bond loans 62,192 339,167 - 1,892 404,056 -
Commercial paper 101,484 418,394 - 275,395 469,790 -
Bank overdrafts 360 - - 1,724 - -
Leases 77,918 230,990 317,725 83,224 249,961 302,686

As at 31 December 2024 and 31 June 2025, the breakdown of provisions is as follows:

Ongoing legal proceedings and other - i) 25,542 33,317
Dismantling and removal of assets - ii) 24,241 25,964
Contingent liabilities - iii) 22,908 23,426
Miscellaneous contingencies 2,559 867
Transformation and restructuring plan (Note 38) 8,617 1,739

i) As at 30 June 2025, the amount shown under "Ongoing legal proceedings and other" corresponds to provisions to cover various legal and other proceedings in progress;

ii) The amount shown under "Dismantling and removal of assets" essentially refers to estimated future costs, discounted to present value, according to the end of use of the spaces where the telecommunications towers and cinemas are located;

iii) The amount shown under "Contingent liabilities" refers to various provisions created for present nonprobable obligations, within the scope of the merger process by incorporation of Optimus SGPS (business combination), of which the following stand out: Extraordinary contribution to the compensation fund for the net costs of the universal electronic communications service (CLSU): The extraordinary contribution to the compensation fund for the net costs of the universal electronic communications service (CLSU) is provided for in Articles 17 to 22 of Law 35/2012 of 23 August. From 1995 until June 2014, MEO, S.A. (formerly PTC) provided the universal electronic communications service on an exclusive basis, having been appointed administratively by the government (e.g., it was chosen to provide this service without a tendering procedure). This is an illegal act recognised by the Court of Justice of the European Union, which in its decision of June 2014 ordered the Portuguese state to pay a fine of €3 million. According to Article 18 of Law 35/2012, of 23 August, the net costs incurred by the operator responsible for the universal service approved by ANACOM must be shared by the other companies offering public communications networks and electronic communications services accessible to the public in Portugal. NOS is covered by this extraordinary contribution, and MEO has requested payment of the CLSU to the compensation fund for the various periods in which it was responsible for the service. In fact, according to the law, the compensation fund can be called upon to compensate for the net costs of the universal electronic communications service, including, as in this case, those relating to the period prior to the designation of the respective provider by tender, whenever, cumulatively, (i) there are net costs, that are considered excessive, the amount of which is approved by ANACOM, following an audit of the preliminary calculation and respective supporting documents, which are transmitted by the universal service provider and (ii) the universal service provider requests the Government to compensate the net costs that have been approved under the terms of the previous paragraph. Accordingly:

  • In 2013, ANACOM decided to approve the final results of the audit of the CLSU submitted by MEO for the 2007-2009 financial year, totalling around €66.8 million, a decision that was contested by NOS; In January 2015, the liquidation notes for NOS, S.A., NOS Madeira and NOS Açores for that period, totalling €18.6 million, were issued, which in turn were the subject of a legal challenge and for which guarantees were presented by NOS SGPS (Note 47), in order to avoid the promotion of the respective tax enforcement proceedings. The guarantees were accepted by ANACOM.

  • In 2014, ANACOM decided to approve the final results of the audit of the CLSU submitted by MEO for the financial years 2010 to 2011, totalling around €47.1 million, a decision that was also contested by NOS. In February 2016, the liquidation notes relating to NOS, S.A., NOS Madeira and NOS Açores were issued for that period, totalling €13 million, which were also contested and for

which guarantees were again presented by NOS SGPS, in order to avoid the promotion of the respective tax enforcement proceedings. The guarantees were also accepted by ANACOM.

  • In 2015, ANACOM decided to approve the final results of the audit of the CLSU submitted by MEO for the financial years 2012 and 2013, totalling around €26 million and €20 million, respectively, a decision which, like the previous ones, was contested by NOS. In December 2016, the liquidation notes relating to NOS, S.A., NOS Madeira and NOS Açores were issued for that period, totalling €13.6 million, which were contested by NOS and for which guarantees have also been presented by NOS SGPS in order to avoid the promotion of the respective tax enforcement proceedings. The guarantees have also been accepted by ANACOM.

  • In 2016, ANACOM approved the results of the audit into the net costs of providing the universal service for the period from January to June 2014, provided by MEO, totalling €7.7 million, which NOS contested under the usual terms.

  • In 2017, NOS, S.A., NOS Madeira and NOS Açores were notified of ANACOM's decision on the entities required to contribute to the compensation fund and to set the amounts of the contributions relating to the CLSU to be compensated for the months of 2014 in which MEO was still the Universal Service provider, which provides for a contribution totalling around €2.4 million for all these companies. In December 2017, the liquidation notes for NOS, S.A., NOS Madeira and NOS Açores were issued for that period, totalling approximately €2.4 million, which have been contested by NOS and for which guarantees have also been presented by NOS SGPS in order to avoid the promotion of the respective tax enforcement proceedings. The guarantees have also been accepted by ANACOM.

It is the opinion of the Board of Directors of NOS that these extraordinary contributions to the Universal Service required of it, which relate to the period prior to the designation of the universal service provider by tender, violate the Universal Service Directive. Furthermore, considering the legal framework and the law in force since NOS began its activity, the requirement to pay the extraordinary contribution violates the principle of protection of trust, recognised at a legal and constitutional level in the Portuguese legal system. For these reasons, NOS has challenged in court both the approval of the results of the audit of the net costs of the universal service for the pretender period and the settlement of each and every one of the extraordinary contributions demanded of it. In September 2021 and January 2024, the Lisbon Administrative Court dismissed the actions relating to NOS SA's administrative challenge of the results of the audit of CLSU 2007- 2009 and CLSU 2013, respectively, as unfounded, which NOS appealed in October 2021 and February 2024. In May 2024, the Lisbon Tax Court dismissed the challenges to the extraordinary contributions CLSU 2007-2009 of NOS Açores and NOS Madeira, as well as the CLSU 2014 of NOS, S.A., decisions which the companies in question appealed in December 2024. The Board of Directors, supported by the lawyers following the cases, is convinced that both the challenges and the appeals will be successful. iv) The amount shown under "Miscellaneous contingencies" refers to provisions to cover risks related to events/differences of a different nature which may result in cash outflows when resolved, and other probable liabilities resulting from different transactions carried out in previous years and for which the outflow of funds is probable, namely costs charged to the current period or to past periods, for which it is not possible to estimate with great reliability when the expense will be realised.

In the semester ended 30 June 2024, the movements in provisions were as follows:

Ongoing legal proceedings and other 30,345 1,415 (587) - (2,570) 28,603
Dismantling and removal of assets 22,254 599 - - (7) 22,846
Contingent liabilities 22,908 - - - - 22,908
Contingencies - other 4,647 1,376 - - (3,966) 2,057

In the semester ended 30 June 2025, the movements recorded under provisions were as follows:

Ongoing legal proceedings and other 25,542 8,569 (372) - (422) 33,317
Dismantling and removal of assets 24,241 482 - - 1,241 25,964
Contingent liabilities 22,908 - (635) 1,153 - 23,426
Contingencies - other 2,559 649 - 66 (2,407) 867
Transformation and restructuring plan
(Note 38)
8,617 8,885 (75) - (15,688) 1,739

During the semesters ended 30 June 2024 and 2025, Increase refers mainly to compensation to employees, provisions for legal proceedings and other with interest and charges, and Decrease refers primarily to the revaluation, prescription and favourable decisions of various contingencies.

The movements recorded under "Other" correspond mainly to compensation payments to employees (under "Contingencies – other") and unfavourable decisions in legal proceedings (under "Ongoing legal proceedings and other").

The net movements in increases and decreases for the semesters ended 30 June 2024 and 2025, reflected in the income statement under Provisions, are broken down as follows:

Provisions and adjustments (Note 36)
241
7,827
Restructuring costs (Note 38)
1,376
9,459
Interest - Dismantling
599
482
Other
587
(265)

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

Contractual rights 42,109 42,109
Fixed assets suppliers 24,851 16,009
Contractual rights 2,888 2,739
Advances from customers 194 186
Advances on investment subsidies 2,225 3,033
Others 4,928 7,780

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.

As at 30 June 2025, accounts payable to suppliers and other entities, amounting to €188 million (31 December 2024: €190 million), correspond to amounts payable arising from the company's operating activity.

NOS has agreed supplier finance arrangements with four banks. In these arrangements, NOS delivers to the banks the amounts payable to its suppliers, instructing the banks to pay on the respective due date. Suppliers, on their own initiative, can bring forward the receipt of these revenues. The participation of our suppliers in these finance arrangements has no impact on our payment terms and conditions, nor are any guarantees provided by NOS.

Our current payment terms with most of our suppliers vary between 30 and 90 days.

Consequently, the amounts owed to our suppliers under these arrangements are shown under Accounts payable - trade and Accounts payable - other in the consolidated statement of financial position. Likewise, the amounts paid under these arrangements are shown under Payments to suppliers in the consolidated statement of cash flows.

As at 31 December 2024 and 30 June 2025, the amount of outstanding obligations that the Company has delivered to banks is as follows:

Accounts payable (Note 26 and 27) 72,978 53,759
Anticipated by suppliers 39,273 28,371

In addition, in the years ended 31 December 2024 and 30 June 2025, there were no business combinations or material exchange differences, nor transfers between Accounts payable and Borrowings.

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

Invoices to be issued by operators i) 54,632 50,539
Holidays, holiday pay and other personnel costs 25,313 28,200
Investment in tangible and intangible assets 19,740 28,606
Advertising 18,915 22,593
Professional services 18,161 17,803
Costs related to specific corporate customers projects 13,643 23,115
Content and film rights 15,857 14,327
Programming services 13,128 11,112
Regulatory fees (Anacom + Cinema Law) 7,403 13,305
Energy and water 8,385 5,892
Commissions 5,891 6,015
Maintenance and repair 3,126 4,348
Costs of collection actions 4,143 3,732
Other accruals 11,159 14,088

i) Invoices to be issued by operators corresponds predominantly to interconnection costs for international traffic and the use of roaming services not yet billed.

As at 31 December 2024 and 30 June 2025, this item is broken down as follows:

Advance billing 46,517 - 42,983 -

This item essentially relates to the invoicing of television services for the month following the reporting period and the amounts received from customers by NOS Comunicações S.A. associated with mobile phone top-ups and the purchase of telecommunications minutes not yet consumed.

Consolidated operating revenue for the semesters ended 30 June 2024 and 2025 break down as follows:

Revenue from communications and IT services i) 336,967 668,497 340,143 677,150
Information Technology (IT) (ii) 12,381 25,137 37,383 52,251
Revenue from cinema distribution and exhibition (iii) 7,462 17,530 11,890 22,122
Advertising revenue (iv) 6,327 11,388 5,672 11,462
Distribution of content and channels (v) 6,166 12,348 5,671 11,835
Other 5,010 8,658 8,186 15,770
Telco and IT (vi) 21,387 43,369 24,285 49,220
IT (vii) 4,974 5,415 11,195 13,436
Audiovisuals and cinema exhibition (viii) 2,898 6,352 4,278 7,771
Telco and IT 8,144 16,130 8,890 17,679
IT 1 1 263 263
Audiovisuals and cinema exhibition 505 685 388 654

These operating revenues are net of eliminations between Group companies.

  • i. This item essentially includes revenues relating to: (a) subscription to basic channel packages that can be commercialised as a bundle with fixed broadband and/or fixed voice services; (b) subscription to premium channel packages and S-VOD; (c) rental of terminal equipment; (d) consumption of content (VOD); (e) mobile and fixed voice traffic and termination; (f) service activation; (g) mobile broadband Internet access; and (h) other additional services (e.g., firewall and antivirus) and provision of datacentre management and information systems/technology consultancy services.
  • ii. This item mainly includes revenue from Cloud, Workplace, Applications, Data & AI, and Security solutions, as well as cybersecurity and connectivity services.
  • iii. This item essentially includes: (a) box office revenue at NOS cinemas and (b) revenue from the distribution of films to other cinema exhibitors in Portugal.
  • iv. This item includes advertising revenue from television channels and NOS cinemas.
  • v. This item includes revenue related to the production of audiovisual content, through the compilation of acquired content, and the distribution of channels, essentially TVCines.
  • vi. This item essentially includes revenue from the sale of terminal equipment, telephones and mobile phones.

  • vii. This item mainly includes revenue from the sale of software licences, servers, and computers, as well as other IT equipment.
  • viii. This item essentially includes the sale of NOS Cinemas bar products.

During the semester ended 30 June 2025, consolidated revenues totalled €879.6 million (31 December 2024: €1,696 million), recording year-on-year growth of 7.9%, with a strong contribution from the acquisition of Claranet (Note 4), as well as a positive performance from the Telco segment and in the audiovisual segment (cinema exhibition and audiovisuals business).

Telco segment

In the semester ended 30 June 2025, the Telco segment maintained its growth trajectory, with revenues increasing by 3.0% to €781.9 million, supported by strong momentum in the corporate segment, which offset the pressure experienced in the consumer segment.

  • in the consumer segment, comprising services provided to households and individuals, revenues increased by 0.7% year-on-year;
  • In the corporate segment, revenues grew by 9.4%, with notable growth in the large corporate client segment.

IT Segment

In the Information Technology segment, which combines the IT results of NOS and Claranet (Note 4), there was significant growth driven by the acquisition and consolidation of Claranet. In addition, business activities in this segment continue to show strong growth.

Audiovisual Segment

In the cinema exhibition and audiovisuals segment, revenues increased by 15.2%:

  • In the cinema exhibition business, the number of tickets sold grew by 16.6%, leading to a 19.3% Increase in revenue;
  • In the audiovisuals segment, revenues grew by 22.4%, benefiting from the box office success of the portfolio distributed by NOS Audiovisuais.

Other revenue includes income from contractual defaults and penalties, as well as other supplementary income of various kinds.

During the semesters ended 30 June 2024 and 2025, this item was broken down as follows:

Remuneration 16,380 33,628 21,181 38,329
Social taxes 4,821 9,559 5,619 10,397
Social benefits 632 1,178 1,875 2,507
Other 863 1,009 1,098 1,262

In the semesters ended 30 June 2024 and 2025, the average number of employees of the companies included in the consolidation was 2,439 and 2,927, respectively. As at 30 June 2024 and 2025, the number of employees of the companies included in the consolidation was 2,416 and 3,026, respectively. As at 30 June 2025, the number of includes 924 employees of the acquired Claranet Group (Note 4).

The costs of indemnities paid to employees, which fall within the definition of non-recurring costs of the company's operating activity, are recorded under Restructuring costs (Note 38).

In the semesters ended 30 June 2024 and 2025, this item was broken down as follows:

Exhibition costs 45,403 89,214 48,215 96,089
Costs related to services to large corporate customers 17,668 36,221 28,129 47,579
Telecommunications costs - traffic 17,206 33,289 15,747 32,057
Telecoms costs - capacity 5,687 11,083 6,486 12,648
Shared advertising revenues 4,123 7,422 3,617 7,372

The increase in costs related to services to large Corporate customers is mainly due to the acquisition and consolidation of Claranet (Note 4).

In the semesters ended 30 June 2024 and 2025, this item was broken down as follows:

Cost of products sold 24,847 46,252 32,755 58,398
Increases / (decreases) in impairment of inventories (Note 17) 468 1,868 (439) (247)

The increase in the cost of products sold kept pace with the increase in sales over the same period.

In the semesters ended 30 June 2024 and 2025, these items were broken down as follows:

Administrative and other support 10,484 20,603 10,266 22,012
Call centres and customer support 8,101 16,445 6,373 13,532
Information systems 4,101 8,221 4,346 6,735
Maintenance and repair 12,891 25,009 11,036 24,480
Electricity 7,124 14,914 7,119 15,783
Leasing of ducts and poles 6,869 13,363 5,772 12,592
Professional services 2,101 4,425 2,946 4,829
Installation, assembly and equipment rental 1,564 3,216 1,184 2,403
Travel and accommodation 928 1,803 1,262 2,017
Communication 659 1,333 606 1,144
Other supplies and external services 9,086 17,963 8,500 17,013

In the semesters ended 30 June 2024 and 2025, this item was broken down as follows:

Provisions (Note 25) 78 241 7,522 7,827
Expected credit losses - customers (Note 18) 3,826 7,056 5,584 10,802
Expected credit losses - other (Note 12) (1) 47 234 234
Other - - 2 5

In the semesters ended 30 June 2024 and 2025, this item was broken down as follows:

Buildings and other constructions 1,835 3,630 2,353 4,679
Basic equipment 39,458 76,375 36,904 76,647
Transport equipment - - 4 4
Tools and utensils 55 110 59 117
Administrative equipment 856 1,724 851 1,711
Other tangible fixed assets 118 227 211 344
Industrial property and other rights 40,516 81,155 36,643 72,901
Costs of contracts with customers 24,696 49,348 24,801 49,600
Rights of use 17,456 34,746 19,854 39,358
Investment property 2 5 1 4

In the quarter ended 31 March 2025, NOS revised the depreciation rates applicable to certain Alarm business equipment installed in customers' homes, reducing its estimated useful life from 5 years to the current period. This change resulted in an increase of €5 million in the amount of Depreciation, amortisation and impairment losses (Tangible assets).

In the semester ended 30 June 2024 and 2025, restructuring costs are broken down as follows:

Personnel compensation (Notes 25 and 32) 864 1,376 531 649
Transformation and restructuring plan (Note 25) - - 8,568 8,810
Other 9 14 2 14

During the last quarter of 2024, NOS began implementing a transformation and restructuring plan with the following objectives:

  • I. Increase operational efficiency and reduce costs;
  • II. Strengthen the company's competitive position in the market in which it operates;
  • III. Adjusting the organisational structure to better support the new strategic goals.

To achieve these objectives, the main areas of activity will be:

  • I. Review of Processes and Organisational Structure: Readjustment of functions and elimination of duplication to increase productivity;
  • II. Optimisation of Human Resources: Implementation of personnel retraining and relocation programmes, with a support plan for affected employees.

In the last quarter of 2024, NOS recognised a provision of €8.6 million, which includes all expenses directly related to the transformation and restructuring process. The plan, which began in 2024, is expected to be completed during the current financial year.

In the semester ended 30 June 2025, NOS recognised an additional provision of €8.8 million and paid, approximately, €15.7 million (Note 25).

In the semesters ended 30 June 2024 and 2025, Other non-recurring losses / (gains) are broken down as follows:

Legal proceedings 9,035 40,735 589 6,085
Other 2,015 2,332 670 2,181

In the semester ended 30 June 2024, an income of €32.2 million was recognised as a result of favourable decisions by the Constitutional Court in cases brought by the company related to the settlement of the Activity Fee, and an income of €8.6 million was also recognised following the conclusion of the dispute concerning the uncertainty over interconnection prices for 2001.

In the semester ended 30 June 2025, an income of €6.1 million was recognised (31 December 2024: €78.1 million ), as a result of favourable decisions in lawsuits brought by the company and the declaration of unconstitutionality with general binding force by the Constitutional Court relating to assessments of the Activity Tax (Note 45.1) .

In the semester ended 30 June 2024 and 2025, this item was broken down as follows:

Sport TV - - 701 (4,438)
Finstar (1,156) (3,143) (2,180) (5,607)
Mstar (522) (817) (980) (1,606)
Dreamia 17 (126) 129 91
Other (323) (594) (55) (174)

During the quarter ended 31 March 2025, as a result of the positive and sustainable impacts seen in recent years, the impairment was derecognised for Sport TV's financial investment, in the amount of €4.6 million.

In the semester ended 30 June 2024 and 2025, Financing costs and other net financial expenses / (income) are broken down as follows:

Borrowings 11,074 22,430 7,972 15,030
Finance leases 8,377 16,631 8,352 16,522
Other 1,545 4,552 742 1,683
Interest on late payments (948) (1,900) (776) (1,652)
Derivatives (1,084) (2,253) (382) (991)
Other (169) (317) (1,094) (1,314)
Commissions and guarantees 682 1,415 657 1,367
Other 168 406 609 818

In the semesters ended 30 June 2024 and 2025, Earnings per share were calculated as follows:

Consolidated net income from continuing operations attributable to
shareholders
80,711 148,555 57,802 116,808
No. of ordinary shares outstanding during the year (weighted average) 508,772,770 508,867,711 511,887,145 511,766,552
Basic earnings per share - euros 0.16 0.29 0.11 0.23
Diluted earnings per share - euros 0.16 0.29 0.11 0.23

In the quarters and semesters presented, there were no dilutive effects with an impact on earnings per share, which means that they are equal to basic earnings per share.

As at 31 December 2024 and 30 June 2025, the Group has guarantees in favour of third parties corresponding to the following situations:

Tax authorities i. 35,675 32,839
Universal Service Compensation Fund ii. - 60,746
Other iii. 16,806 30,938
  • i. As at 31 December 2024 and 30 June 2025, this amount relates to guarantees demanded by the tax authorities in connection with tax proceedings contested by the Company and its subsidiaries (Note 44).
  • ii. In 2015, 2016, 2017, and 2018, following the tax assessments related to the Net Cost of Universal Service ("CLSU") for the periods 2007–2009, 2010–2011, 2012–2013, and 2014 respectively, NOS issued surety bonds in favour of the Universal Service Compensation Fund. During the period ended 30 June 2025, these surety bonds were replaced by bank guarantees, in order to prevent the initiation of enforcement proceedings for the compulsory collection of the assessed amounts.
  • iii. As at 31 December 2024 and 30 June 2025, this amount mainly relates to guarantees 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. The increase in guarantees was essentially due to the consolidation of the guarantees of the acquired Claranet Group, in the amount of €11.8 million (Note 4).

In addition to the guarantees required by the Tax Authorities, sureties were set up for ongoing tax proceedings in which NOS was a guarantor for NOS SA for an amount of €14.1 million.

Covenants

In addition to being subject to the Group's compliance with its obligations (operational, legal and tax), 100% of the borrowings (excluding finance leases) are subject to Cross default and Pari Passu clauses, 96% are subject to Negative Pledge clauses and 79% are subject to Ownership clauses.

In addition, around 10% of all borrowings require that consolidated net financial debt does not exceed up to 3 times EBITDA after consolidated lease payments, around 18% require that consolidated net financial debt does not exceed up to 4 times EBITDA after consolidated lease payments and around 9% require that consolidated net financial debt does not exceed up to 4.5 times EBITDA after consolidated lease payments.

Net Financial Debt = Loans - Leases - Cash and Cash Equivalents

EBITDA = Operating income + Depreciation, amortisation and impairment losses + Restructuring costs + Losses / (gains) on disposal of assets + Other non-recurring losses / (gains)

EBITDA after leases = EBITDA - leases (principal and interest)

Football broadcasting rights contracts

In December 2015, NOS signed a contract with Sport Lisboa e Benfica – Futebol SAD and Benfica TV, S.A. for the television broadcasting rights for the home matches of Benfica SAD's senior football Team A for the Primeira Liga NOS, as well as the broadcasting and distribution rights for the Benfica TV Channel. The contract began in the 2016/2017 sporting season and has an initial duration of 3 years, which can be renewed by decision of either party up to a total of 10 sporting seasons, with the overall financial consideration In the amount of €400 million, broken down into progressive annual amounts.

Also in December 2015, NOS signed a contract with Sporting Clube de Portugal – Futebol SAD and Sporting Comunicação e Plataformas, S.A. that includes the following rights:

  • 1) TV and multimedia broadcasting rights for the home matches of Sporting SAD's senior football team;
  • 2) The right to exploit static and virtual advertising at the José Alvalade stadium;
  • 3) Right to broadcast and distribute the Sporting TV Channel; and,
  • 4) The right to be their Main Sponsor.

The contract will have a duration of 10 seasons for the rights mentioned in 1) and 2) above, starting in July 2018, 12 seasons for the rights mentioned in 3) starting in July 2017 and 12 and a half seasons for the rights mentioned in 4) starting in January 2016, with the overall financial consideration In the amount of €446 million, broken down into progressive annual amounts.

Also in December 2015, NOS signed contracts for the television broadcasting rights of senior football home matches with the following sports companies (contracts in force at the time):

  • 1) Clube Desportivo Nacional Futebol, SAD
  • 2) Futebol Clube de Arouca Futebol, SDUQ, Lda
  • 3) Futebol Clube de Paços de Ferreira, SDUQ, Lda
  • 4) Marítimo da Madeira Futebol, SAD

5) Sporting Clube de Braga – Futebol, SAD

All contracts start in the 2019/2020 season and last for up to 7 seasons, with the exception of the contract with Sporting Clube de Braga – Futebol, SAD, which lasts for 9 seasons.

In May 2016, NOS and Vodafone agreed to make available to each other, for several sports seasons, sports content (national and international) held by the companies, directly by the transferring party or indirectly through the transfer to third-party content distribution channels or models, with the aim of ensuring that both companies have the rights to broadcast the clubs' home matches, as well as the rights to broadcast and distribute sports channels and club channels, the rights to which are held by each of the parties at any given time. The agreement took effect as of the 16/17 sports season, guaranteeing that NOS and Vodafone customers can access the Benfica channel and Benfica's home matches, regardless of the channel on which these matches are broadcast.

Taking into account the possibility of extending the agreement to other operators, in July 2016 MEO and Cabovisão signed up to it, putting an end to the lack of availability of the Porto Canal on the NOS grid and guaranteeing that all pay-TV customers in Portugal can have access to all relevant sports content, regardless of the telecoms operator they use.

As part of the agreement with the other operators, which is being made in some cases directly and in others through the transfer to third-party channels in return for the reciprocal provision of rights, the overall costs are shared out according to telecoms retail revenues and pay-TV market shares.

Estimated cash-flows with the contract signed by NOS with the sports entities* 118.3 131.1
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 79.7
* Includes rights to broadcast matches and channels, advertising and others.

The estimated cash flows are summarised as follows:

Considering that, within the framework of the agreement signed with the other operators, the risks and rewards associated with the contracts with the clubs are shared between the operators, the agreement was considered a collaborative arrangement, which is why the revenue (with the operators) is offset against the expenses with the clubs.

NOS and Vodafone Portugal signed a nationwide infrastructure development and sharing agreement on 29 September 2017. This partnership allows the two operators to make their commercial offers available under the shared network from the beginning of 2018.

The agreement covers the reciprocal sharing of dark fibre in approximately 2.6 million homes, in which each of the entities shares with the other an equivalent value of investment, e.g., they share similar assets, assuming that the two companies maintain total autonomy, independence and confidentiality in the design of commercial offers and management of the customer database and in the choice of technological solutions that they decide to implement, with no impact on the Group's financial statements (in accordance with IAS 16, this exchange of similar non-monetary assets will be presented on a net basis).

The partnership has also been extended to the sharing of mobile infrastructure, where a minimum of 200 mobile towers has been agreed.

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 active mobile network elements (active radio equipment such as antennas, amplifiers and remaining equipment).

These agreements have the following characteristics:

  • a) they are nationwide in scope, with differences in application depending on whether the areas are more or less densely populated: in the first areas, typically larger conurbations, the parties will exploit increased synergies in the sharing of support infrastructure and in the second areas, typically rural areas and in the interior of the country, the parties will, in addition to the common use of support infrastructure, share their active mobile network.
  • b) they cover assets currently owned or that will be owned by the parties in the future and the existing 2G, 3G and 4G technologies, and the accommodation of 5G in these agreements will depend on the autonomous decision of each operator to implement this technology or not.
  • c) the sharing of spectrum between operators does not matter, with the parties retaining exclusive strategic control of their networks, thus guaranteeing full competition, strategic and commercial freedom and the ability to differentiate in the definition and services rendered to their respective customers.

Each party will be able to decide to develop its mobile communications network with total freedom and autonomy.

These agreements aim to make NOS' investments more efficient, to capture value by exploiting synergies and to develop the country's mobile network more quickly and in a more environmentally responsible way, providing greater benefits for its customers and other stakeholders.

Sharing mobile infrastructures is also an important contribution to increasing territorial cohesion and digital inclusion, essential factors for sustainable development throughout the country.

Transactions and balances between NOS and NOS Group companies were eliminated in the consolidation process and are not disclosed in this Note.

The balances as at 31 December 2024 and June 2025 and the transactions that took place in the semesters ended 30 June 2024 and 2025 between the NOS Group and associated companies, joint ventures and other related parties are as follows:

Sport TV(1) 24,156 10,487 -
Finstar - Socied. Investim. Part. S.A. 12,941 2,030 -
Dreamia, Serv. de Televisão, S.A. 1,594 136 -
Dreamia Servicios de Televisión, S.L. 166 - 3,267
Dualgrid - Gestão de redes partilhadas, S.A. - - -
Upstar Comunicações, S.A. 5 60 -
BrightCity, S.A. (6) 255 132
Colombo Shopping Centre, S.A. 190 2 -
Continente Hipermercados, S.A. 116 1 -
Modelo Continente Hipermercados, S.A. 1,476 (7) -
Norteshopping Shopping Centre, S.A. 142 51 -
Universo, IME, S.A. 157 - -
Sierra Portugal, S.A. 319 2 -
Solinca Classic, S.A. 108 - -
MC Shared Services, S.A. 642 123 -
The Editory Collections Hotel, S.A. 159 - -
Worten - Equipamento para o Lar, S.A. 1,914 510 -
Other related parties 1,398 88 -

Transactions during the semester ended 3 0 June 2024

Sport TV( 1) 24
,107
34
,252
-
Finstar
- Socied. Investim. Part. S.A.
4
,840
- -
Dreamia Servicios de Televisión, S.L. - - 48
Dreamia, Serv. de Televisão, S.A. 2
,152
(138) -
Upstar Comunicações, S.A. 13 59 -
Dualgrid
– Gestão de redes partilhadas, S.A.
1 152 -
BrightCity S.A. 1 158 10
(
2
)
Banco Bic Português, S.A.
923 - -
Capwatt Services, S.A. 145 - -
Cascaishopping Centro Comercial, S.A. 6 493 -
Centro Colombo Centro Comercial, S.A. 35 1
,199
-
Centro Vasco da Gama Centro Comercial,S.A. 7 574 -
Continente Hipermercados, S.A. 246 15 -
Fashion Division, S.A. 112 - -
Gaiashopping I Centro Comercial, S.A. 5 339 -
Maiashopping Centro Comercial, S.A. 5 143 -
Modelo Continente Hipermercados, S.A. 2
,779
113 -
Norteshopping Centro Comercial, S.A. 9 815 -
Pharmacontinente
- Saúde e Higiene, S.A.
212 - -
Universo IME, S.A. 308 - -
SFS, Gestão e Consultoria, S.A. 3 118 -
Sierra Portugal, S.A. 847 28 -
Solinca Classic, S.A. 233 - -
Sonae Arauco Portugal, S.A. 107 61 -
MC Shared Services, S.A. 1
,904
- -
The Editory Collections Hotel, S.A. 247 - -
Worten
- Equipamento para o Lar, S.A.
2
,451
270 -
Other related parties 1
,809
402 -

Sport TV(1) 4
,120
5
,191
- -
Finstar
- Socied. Investim. Part. S.A.
10
,953
1
,277
- -
Dreamia, Serv. de Televisão, S.A. 1
,539
411 - -
Dreamia Servicios de Televisión, S.L. 115 - 3
,433
-
Upstar Comunicações, S.A. 25 58 - -
BrightCity, S.A. (4) 58 - 168
BrightCity
- NOS ACE
402 - - -
Centro Colombo Centro Comercial, S.A. 198 57 - -
Centro Vasco da Gama Centro Comercial, S.A. 100 33 - -
Continente Hipermercados, S.A. 183 6 - -
Parque Atlântico Shopping
-C.Comerc., S.A.
287 (21) - -
Pharmacontinente
- Saúde e Higiene, S.A.
103 2 - -
Modalfa
- Comércio e Serviços, S.A.
283 - - -
Modelo Continente Hipermercados, S.A. 2
,034
(14) - -
Norteshopping Centro Comercial, S.A. 129 15 - -
Universo, IME, S.A. 411 - - -
Sierra Portugal, S.A. 458 1 - -
Solinca Classic, S.A. - - - -
Sonae Arauco Portugal, S.A. 254 - - -
MC Shared Services, S.A. 1
,559
123 - -
Worten
- Equipamento para o Lar, S.A.
1
,954
330 - -
Other related parties 1
,372
64 - -

Transactions during the semester ended 30 June 2025

Sport TV( 1) 27,539 39,105 -
Finstar - Socied. Investim. Part. S.A. 5,243 - -
Dreamia Servicios de Televisión, S.L. 2,036 (156) -
Dreamia, Serv. de Televisão, S.A. - - 115
Upstar Comunicações, S.A. 23 59 -
Dualgrid – Gestão de redes partilhadas, S.A. 1 128 -
BrightCity, S.A. 2 - 3
BrightCity - NOS ACE 110 - -
Cascaishopping Centro Comercial, S.A. 6 369 -
Capwatt, S.A. 241 - -
Capwatt Services, S.A. 103 - -
Centro Colombo Centro Comercial, S.A. 36 953 -
Centro Vasco da Gama Centro Comercial, S.A. 7 466 -
Continente Hipermercados, S.A. 244 20 -
Gaiashopping I Centro Comercial, S.A. 5 314 -
Insco Insular de Hipermercados, S.A. 131 26 -
Modalfa - Comércio e Serviços, S.A. 245 - -
Modelo Continente Hipermercados, S.A. 2,889 105 -
Norteshopping Centro Comercial, S.A. 9 632 -
Pharmacontinente - Saúde e Higiene, S.A. 181 - -
Universo, IME, S.A. 395 - -
SFS, Gestão e Consultoria, S.A. 3 164 -
Sierra Portugal, S.A. 818 18 -
Sohi Meat Solutions -Dist. de Carnes, S.A. 259 - -
Solinca Classic, S.A. 214 - -
Sonae Arauco Portugal, S.A. 353 - -
MC Shared Services, S.A. 1,757 - -
The Editory Collections Hotel, S.A. 259 - -
Worten - Equipamento para o Lar, S.A. 4,407 966 -
Other related parties 1,244 477 -

(1) The amount relating to Sales and Services Rendered includes, in the quarter ended 30 June 2025, around €26.3 million (30 June 2024: €23 million), which is not recorded in the consolidated accounts under Sales and Services Rendered, as it is related to the agreement signed with the operators, which represents a sharing of costs and benefits, so that the revenue is offset against the costs with the clubs (Note 43.2) (2) The company ceased to be a related party in July 2024.

The Company regularly enters transactions and contracts with various entities within the NOS Group. These transactions were carried out under normal market terms for similar transactions and are part of the day-today business of the contracting companies.

As a result of the large number of related entities with low-value balances and transactions, the amounts relating to balances and transactions with entities whose amounts are less than €100 thousand have been grouped under "Other related parties".

  • i. NOS SA, NOS Açores and NOS Madeira have been challenging in court ANACOM's decisions in respect of the payment of the Annual Fee of Activity (corresponding to the years 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019 , 2020, 2021, 2022 and 2023) as an Electronic Communications Services Network Provider, requesting the refund of the amounts paid as part of the enforcement of the aforementioned tax assessments. For 2020, 2021, 2022 and 2023, NOS Wholesale also challenged the assessment of the Activity Fee in court. The amounts of the assessments are as follows, respectively: NOS SA: 2009: Euro 1,861 thousand, 2010: Euro 3,808 thousand, 2011: Euro 6,049 thousand, 2012: Euro 6,283 thousand, 2013: Euro 7,270 thousand, 2014: Euro 7,426 thousand, 2015: Euro 7,253 thousand, 2016: Euro 8,242 thousand, 2017: Euro 9,099 thousand, 2018: Euro 10,303 thousand, 2019: Euro 10,169 thousand, 2020: Euro 10,184 thousand, 2021: Euro 9,653 thousand, 2022: Euro 9,850 thousand and 2023: Euro 10,486 thousand: NOS Açores: 2009: Euro 29 thousand, 2010: Euro 60 thousand, 2011: Euro 95 thousand, 2012: Euro 95 thousand, 2013: Euro 104 thousand, 2014: Euro 107 thousand, 2015: Euro 98 thousand, 2016: Euro 105 thousand, 2017: Euro 104 thousand, 2018: Euro 111 thousand, 2019: Euro 107 thousand, 2020: Euro 120 thousand, 2021: Euro 123 thousand, 2022: Euro 123 thousand and 2023: Euro 120 thousand. NOS Madeira: 2009: Euro 40 thousand, 2010: Euro 83 thousand, 2011: Euro 130 thousand, 2012: Euro 132 thousand, 2013: Euro 149 thousand, 2014: Euro 165 thousand, 2015: Euro 161 thousand, 2016: Euro 177 thousand, 2017: Euro 187 thousand, 2018: Euro 205 thousand, 2019: Euro 195 thousand, 2020: Euro 202 thousand, 2021: Euro 223 thousand, 2022: Euro 235 thousand and 2023: Euro 247 thousand. NOS Wholesale: 2020: Euro 36 thousand, 2021: Euro 110 thousand, 2022: Euro 90 thousand and 2023: Euro 106 thousand. The levy corresponds to a percentage set annually by ANACOM (in 2009 it was 0.5826%) on operators' electronic communications revenues. The challenges allege i) vices of unconstitutionality and illegality related to the fee itself and to the inclusion, in the accounting of ANACOM's costs, of the provisions set up by the regulator for legal proceedings brought against it (including these same challenges to the activity fee) and ii) that only revenues relating to the electronic communications activity itself can be considered for the purposes of applying the percentage and calculating the fee payable, and that revenues from television content should not be taken into account. Judgements have been handed down in dozens of cases on this matter, which ANACOM has appealed to the Central Administrative Court, the Supreme Administrative Court and/or the Constitutional Court. Between 2023 and the first quarter of 2024, the Constitutional Court ruled, in dozen separate cases that have since become final, that Ordinance 1473-B/2008 of 17 December, which regulates the determination of fees payable for the exercise of the activity of provider of electronic communications networks and services, was unconstitutional, and also ordered ANACOM to refund the amount unduly charged. The other cases are awaiting judgement and/or decision, with some cases in which ANACOM raises the NOS' right to interest. In a ruling dated 29 October 2024, the Constitutional Court declared the unconstitutionality, with general binding force, of the rules of the aforementioned Ordinance 1473-B/2008, of 17 December, as amended by Ordinance 296-A/2013, of 2 October, insofar as they determine the incidence and the rate to be applied in relation to providers of electronic communications networks and services included in tier 2, for violation of the constitutional reserve of formal law. During the years ended 31 December 2023, 2024, and the semester ended 30 June 2025, NOS recognised income of €38.5 million, €78.1 million and €6.1 million, respectively (Note 39), corresponding to the amount relating to pending impugnation processes whose assessments were issued under the rules deemed unconstitutional.
  • ii. During the first quarter of 2017, NOS was notified by ANACOM of the initiation of administrative offence proceedings related to price update communications made at the end of 2016 and beginning of 2017. At the end of the last quarter of 2020, ANACOM notified NOS of the accusation, charging it with 4 very serious administrative offences and 1 serious administrative

offence relating respectively to (i) the failure to inform customers of the right to terminate their contract free of charge as a result of price changes, with (ii and iii) the alleged failure to give adequate notice of price updates and (iv) adequate notice, and also with (v) failure to provide information requested by ANACOM, at which point ANACOM did not impose any fine, except for the serious administrative offence. In the case of the latter, ANACOM gave NOS the possibility of settling the fine at the minimum, in the amount of €13 thousand, which NOS proceeded to do. NOS submitted a Written Defence on 29 January 2021 and, in November 2022, was notified of ANACOM's decision ordering it to pay a fine of €5.2 million. NOS challenged the decision in court and, in September 2023, the court reduced the amount of the fine imposed on NOS to €4.2 million. NOS appealed this decision to the Court of Appeal, which reduced the fine to €3.5 million. In May 2024, NOS appealed this judgement to the Constitutional Court, pending further developments in the case.

  • iii. On 17 July 2020, NOS was notified by the AdC of an infringement notice (indictment) relating to digital marketing on the google search engine, accusing the operators MEO, NOS, NOWO and Vodafone of collusion, for the period between 2010 and 2018, but without identifying a specific fine. It is not possible at this time to estimate the amount of any fine. NOS challenged the nullity of the evidence taken, which in July 2022, the Lisbon Court of Appeal confirmed, a decision that has become final. NOS requested the AdC to delete the seized emails, which the AdC refused on the grounds of an appeal. In July 2023, the Supreme Court of Justice rejected the appeal lodged by the AdC and, in the same month, NOS informed the Competition, Regulation and Supervision Court of this decision. NOS opposed the conclusion of supervening uselessness of the dispute, but the Court came to the same conclusion and the NOS appealed the decision. In January 2024, NOS was notified by the AdC that the emails affected by the declaration of prohibition of evidence had already been deleted from the case file and, in February 2024, NOS requested for other documentary elements to be deleted from the case file, but to date, no decision has been handed down on this matter. In view of the information available to the Board of Directors, it is the Board's conviction that it will be able to demonstrate the various arguments in favour of its defence.
  • iv. On 15 December 2021, NOS was notified by the AdC of a statement of objections (accusation) concerning practices related to the advertising service in automatic recordings, in which it accuses NOS, other operators and a consultant of collusion in the advertising market for television recordings. NOS submitted its written defence and subsequently challenged the nullity of the evidence taken. By decision of August 2023, a set of evidence that had been seized was dismissed, which led to the declaration of the supervening uselessness of the dispute as regards the request for the cancellation of emails submitted by the NOS. In January 2024, NOS was notified by the AdC that the emails affected by the declaration of prohibition of evidence had already been deleted from the case file. In September 2024, the AdC notified NOS of the final decision on the elements that make up the case, a decision that resumes the investigation phase of the case and which includes a request for new elements from NOS. In December 2024, the AdC notified NOS of a new unlawful act notice (accusation) repeating the previous accusation, to which NOS presented its defence in 2025. In view of the information available to the Board of Directors, it is the Board's conviction that it will be able to present several arguments in its defence. However, it is believed that the outcome of the process should not result in any significant additional impacts beyond those already reflected in the Group's financial statements.

In the course of the financial years 2003 to 2024, some companies in the NOS Group were subject to tax inspections for the financial years 2001 to 2021. Following successive inspections, NOS SGPS, as the parent company of the Tax Group, as well as the companies that were not part of the Tax Group, were notified of the corrections made by the Tax Inspection Services in terms of Corporate Income Tax, VAT and Stamp Duty and of the corresponding additional payments. The total amount of the outstanding notices, plus interest

and charges, amounts to €39 million. These settlement notices have been contested and the respective legal proceedings are underway.

Based on the opinions received from the attorneys representing the cases and tax consultants, the Board of Directors remains confident of a favourable outcome, which is why these cases are still before the court. Nevertheless, in accordance with the principle of prudence, the Group's level of exposure to these lawsuits is periodically assessed in the light of developments in case law, and the provisions set up for this purpose are adjusted accordingly. The Group has provided bank guarantees required by the Tax Authorities as part of these processes, as mentioned in Note 43.

In 2011, MEO brought a claim for €10.3 million against NOS SA in the Lisbon Judicial Court, as compensation for alleged undue portability by NOS SA between March 2009 and July 2011. NOS SA contested the claim and the court initially ordered an expert's report, which has since been cancelled. The hearing for discussion and judgement took place in the first half of 2016, and in September of the same year a judgement was handed down, partially upholding the action, on the grounds that it was not possible to prove the existence of undue portability, which the Court ruled should be restricted to those that did not correspond to the holder's wishes. To this end, it ordered NOS to pay MEO approximately €5.3 million, a decision which NOS appealed to the Lisbon Court of Appeal. MEO, for its part, complied with the judgement and did not appeal against the part of the judgement that acquitted NOS. In the first quarter of 2018, the Lisbon Court of Appeal confirmed the decision handed down by the Court of First Instance, except with regard to interest, in which it agreed with NOS's claim that interest should be calculated from the date of service of the lawsuit and not from the due date of the invoices. NOS filed an exceptional appeal with the Supreme Court of Justice (STJ), which found the facts proved to be insufficient to resolve the merits of the case. As a result, the STJ ordered the court under appeal to broaden the facts. The case was referred to the Court of First Instance and, in November 2019, the Court granted the parties the opportunity to request additional evidence on the matter of broadening the facts, with NOS requesting an expert report and the repetition of witness evidence. As early as February 2020, the Court determined the need to obtain new evidence, which required analysing the information contained in all the portabilities on which the case was based and ordered expert evidence to be carried out for this purpose. The expert was appointed in October 2021. In December 2022, the expert requested to be relieved of his duties on the grounds that qualified non-judicial verification was unfeasible in view of the volume of documentation to be analysed. In April 2023, the court ruled that, in view of the expert's request, the trial should be limited to the presentation of written arguments. The parties submitted their written arguments in June and NOS, in addition, filed an autonomous appeal against this order, believing that the court's decision violated the STJ judgement. In July 2023, despite the fact that no additional evidence had been presented as determined by the STJ, the Court issued a new decision ordering NOS to pay €5.3 million. In October 2023, NOS appealed this decision to the Lisbon Court of Appeal and, in April 2024, this Court revoked the order of the Court of First Instance and ordered the examination of witnesses to the factual matter added following the judgement handed down by the Supreme Court of Justice in March 2019. The Court has recently notified the Parties that the trial hearing is scheduled to take place in early December 2025.

In 2011, NOS SA brought a claim against MEO in the Lisbon Judicial Court for compensation for damages suffered by NOS SA as a result of MEO's violation of the Portability Regulation, specifically the large number of unwarranted refusals of portability requests by MEO between February 2008 and February 2011. The court ordered technical and economic-financial expert evidence to be carried out, and the expert reports were completed in February 2016 and June 2018, respectively. MEO argued that the economic and financial expert report was invalid, which was rejected. After the trial, in May 2022, the court ruled partially in favour of NOS, condemning MEO to pay €7.9 million, a decision challenged by MEO and NOS through appeals in October 2022. At the end of March 2023, the Lisbon Court of Appeal overturned the initial decision and ordered that the facts of the case be broadened, which will require new trial sessions. This decision also recognised that the other issues raised by both NOS and MEO should not be considered as they were deemed to be prejudiced. Following the judgement by the Lisbon Court of Appeal, MEO appealed to the

Supreme Court of Justice regarding the request to waive (or reduce) the remaining court fee. The Supreme Court confirmed the judgement of the Lisbon Court of Appeal, which had rejected MEO's request, considering its conduct. Recently, the Court notified the Parties that, due to the impediment of the Judge in charge of the case, it is expected that the trial hearing will not take place in the first quarter of 2025. The hearing for discussion and judgement is pending. It is the opinion of the Board of Directors, supported by the lawyers following the case, that there is a good chance, both formally and substantively, that NOS SA will be win the case, not least because MEO has already been condemned by ANACOM for the same offences.

In March 2018, NOS was notified of legal proceedings brought by DECO against NOS, MEO, and NOWO, in which a declaration of nullity is requested regarding the obligation to pay the price increases imposed on customers at the end of 2016. In April and May 2018, the operators, including NOS, submitted their statements of defence. The value of the claim was set at €60,000. Hearings and trial sessions were held in 2022, and NOS appealed the court's decision to waive the production of witness evidence. The appeal was upheld by the Lisbon Court of Appeal. Trial sessions took place in June and September 2024, followed by the stage of final arguments. The proceedings were subsequently suspended at the request of the parties. However, the suspension period expired without an agreement being reached. The parties then submitted a new request for suspension to the Court and, in the absence of a decision on that request, final arguments were presented. The Board of Directors believes that the plaintiff's arguments will not be successful with respect to several categories of customers covered by the proceedings. However, the outcome of the case is not expected to have any significant impacts beyond those already reflected in the Group's financial statements.

In November 2022, NOS was served with a legal proceeding filed by Citizens Voice - Consumer Advocacy Association ("Citizens Voice"), which alleges a number of claims related to the automatic activation of predefined volumes of mobile data once the volume of data included in the monthly fee contracted by customers has been used up. Citizens Voice is specifically requests (i) a judicial declaration of the illegality of this practice, as it believes that it violates a set of national and European rules, (ii) recognition of the right of customers to refuse to contract these services, (iii) the refund of sums paid in this regard over the last few years by NOS customers, as well as (iv) the payment of compensation in the amount of €100 to each customer for alleged moral damage resulting from this practice. In December 2022, NOS filed its defence, arguing that Citizens Voice lacked standing to bring the action, namely due to the existence of a profit motive, and further arguing that the practice was lawful and transparent and clear to its customers. The Court has notified the parties that it will rule on NOS's allegations regarding illegitimacy, pointing out that the case may be terminated if the issues raised by NOS are upheld. The further terms of the proceedings are currently pending, and the Board of Directors considers that the arguments put forward by the plaintiff are unfounded, which is why it believes that the outcome of the case should not have a significant impact on the Group's financial statements.

The General Meeting of 23 April 2014 approved the Regulation on Short- and Medium-Term Variable Remuneration, which establishes the terms of the Share Award Plan ("NOS Plan"). This plan is aimed at employees working above a certain level, and the rights are exercised three years after they are awarded, provided that the employee remains with the company during this period.

As at 30 June 2025, the open share allocation plans are as follows:

Plan 2023 1,163,445
Plan 2024 1,316,060
Plan 2024 929,625

During the semester ended 30 June 2025, the movements under the Plans are detailed as follows:

Awarded - - - 965,310 965,310
Vested (892,394) (54,325) (60,014) (35,685) (1,042,418)
Cancelled/Extinguished/Corrected (1) (350,225) 104,895 118,598 - (126,732)

(1) Includes, predominantly, corrections made to the dividend paid, shares relating to exceptionally cash-settled plans and shares relating to employees leaving without the right to receive shares.

The costs of share plans are recognised over the period between the grant and the exercise of the shares. The liability for the plans is calculated using the share price on the grant date of each plan, for plans settled in shares, or on the closing date, for plans settled in cash, and the liability is recognised under Reserves and Accrued expenses, respectively.

As at 30 June 2025, the outstanding liability relating to these plans is €5,341 thousand and is fully recorded under Reserves.

The costs recognised over the previous years and in the semesters ended 30 June 2024 and 2025, and the respective liability, are as follows:

Costs recognised in previous years for plans open as at 31 December 7,099 7,304
Costs of plans in the period (vested) (3,277) (3,892)
Costs of cash-settled plans (1,180) (1,393)
Costs recognised in the period and other 2,867 3,322

On 4 April 2020, SONAECOM, SGPS, S.A. ("Sonaecom"), owner of 50% of the share capital of ZOPT, SGPS, S.A. (hereinafter "ZOPT"), was informed by its subsidiary of the communication received from the Central Criminal Investigation Court of Lisbon (hereinafter "Court") to proceed with the preventive seizure of 26.075% of the share capital of NOS, SGPS, S.A., 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 Mrs. Isabel dos Santos. Under the terms of this decision, the seized shares are deprived of the

voting rights and the right to receive dividends, the latter of which must be deposited with Caixa Geral de Depósitos, S.A. at the order of the Court. The other half of ZOPT's stake in NOS' share capital, corresponding to the same percentage of 26.075% - and which, at least in line with the criteria used by the Court, embodies the 50% held in ZOPT by SONAECOM - was not seized, nor were the rights inherent to it subject to any limitation. On 12 June 2020, ZOPT was authorised by the Central Criminal Investigation Court of Lisbon to exercise the voting rights corresponding to the 26.075% of NOS' share capital that had been preventively seized by order of that Court. Following the communication of 4 April 2020, ZOPT filed third-party motions, which the investigating judge rejected in June 2020 on the grounds that the Portuguese courts had no jurisdiction to hear and decide them, a decision which, having been appealed by ZOPT, was revoked by the Lisbon Court of Appeal (TRL) in February 2021. In November 2021, the investigating judge, hearing the merits of the case, dismissed the third-party objections filed by ZOPT, a decision which, 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 to dismiss the appeal. In September 2022, Sonaecom informed that at the ZOPT General Meeting it was decided to amortise Sonaecom's shareholding in that company and to repay the additional capital contributions made by Sonaecom, for a consideration that includes the delivery of shares representing 26.075% of the share capital of NOS. As a result of this amortisation, which was subject to the applicable legal procedures, Sonaecom ceased to be a shareholder in ZOPT, which is now wholly owned by Unitel International Holdings, BV and Kento Holding Limited, companies controlled by Mrs. Isabel do Santos. In December 2022, Sonaecom, upon completion of the legal procedures, informed that it directly held 134,322,269 ordinary shares in NOS, corresponding to 26.07% of the share capital. It also informed that this shareholding is also attributable to the entities that are in a control relationship with it, namely SONTEL, BV, Sonae Investments, BV, SONAE, SGPS, S.A. and EFANOR INVESTIMENTOS, SGPS, S.A.

The Board of Directors of NOS is not aware of any developments in the preventive seizure process referred to above.

To date, Sonaecom holds 192,527,188 ordinary shares corresponding to 37.37% of NOS' share capital.

As of the date of approval of this document, there have been no other relevant subsequent 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.

A. Companies included in the consolidation using the full consolidation method

NOS, SGPS, S.A. (Parent company) Lisbon Management of shareholdings - - - -
N5G Venture Capital Fund (a) Lisbon Investing in and supporting the development of companies aimed at commercialising technologies
and products resulting from scientific and technological research
NOS 100% 100% 100%
Empracine
- Empresa Promotora de
Atividades Cinematográficas, Lda.
Lisbon Film screening Lusomundo SII 100% 100% 100%
Lusomundo
- Sociedade de
investimentos imobiliários SGPS, S
A
Lisbon Operation of real estate assets NOS 100% 100% 100%
Lusomundo Imobiliária 2, S.A. Lisbon Operation of real estate assets Lusomundo SII 100% 100% 100%
Lusomundo Moçambique, Lda. (b) Maputo Cinema exhibition, organi
sation and operation of public shows
NOS + NOS Cinemas 100% 100% 100%
NOS Sistemas, S.A. Lisbon Provision of consultancy services in the area of information systems NOS Comunicações 100% 100% 100%
NOS Sistemas España, S.L. Madrid Provision of consultancy services in the area of information systems NOS Comunicações 100% 100% 100%
NOS Açores Comunicações, S.A. Ponta Delgada Distribution of cable and satellite television signals, operation and provision of
telecommunications services in the Autonomous Region of the A
çores
NOS Comunicações 84% 84% 84%
NOS Audiovisuais, SGPS, S.A. Lisbon Management of shareholdings in other companies, as an indirect way of carrying out economic
activities
NOS 100% 100% 100%
NOS Property, S.A. Lisbon Ownership, management and operation of intellectual property NOS 100% 100% 100%
NOS Comunicações, S.A. Lisbon Implementation, operation, exploitation and supply of networks and provision of electronic
communications services and related services, as well as the supply and marketing of electronic
communications products and equipment; distribution of television and radio programme services
NOS 100% 100% 100%
NOS Corporate Centre, S.A. Lisbon Provision of business support services and management and administration consultancy, including
accounting, logistical, administrative, financial, tax, human resources and any other services that
are subsequent or related to the above activities.
NOS 100% 100% 100%
NOS Inovação, S.A. Matosinhos Carrying out and boosting scientific and research and development activities, as well as
demonstration, dissemination, technology transfer and training, in the fields of information
services and systems and state
-of
-the
-art fixed and mobile television, internet, voice and data
solutions, licensing and the provision of engineering and consultancy services.
NOS Comunicações (e) 100% 100% 100%
NOS Internacional, SGPS, S.A. Lisbon Management of shareholdings in other companies, as an indirect way of carrying out economic
activities
NOS 100% 100% 100%
NOS Lusomundo Audiovisuais, S.A. Lisbon Import, distribution, exploitation, commerciali
sation and production of audiovisual products
NOS Audiovisuais SGPS 100% 100% 100%
NOS Lusomundo Cinemas, S.A. Lisbon Cinema exhibition, organization and operation of public shows NOS Audiovisuais SGPS
(f)
100% 100% 100%
NOS Audio
- Sales and Distribution, S.A.
Lisbon Distribution of cinematographic films, editing, distribution and sale of audiovisual products NOS Audiovisuais SGPS
(f)
100% 100% 100%
NOS Madeira Comunicações, S.A. Funchal Distribution of cable and satellite television signals, operation and provision of
telecommunications services in the Autonomous Region of Madeira
NOS Comunicações 78% 78% 78%
NOS Mediação de Seguros, S.A. Lisbon Insurance distribution and related activities NOS Comunicações 100% 100% 100%
NOS TECHNOLOGY
- Concepção,
Construção e Gestão de Redes de
Comunicações, S.A. ('Artis')
Matosinhos Design, construction, management and operation of electronic communications networks and the
respective equipment and infrastructures, management of own
- or third
-party technological
assets and provision of related services
NOS Comunicações 100% 100% 100%
NOS Wholesale, S.A. Lisbon Trade, provision and operation of wholesale electronic communications services, national and
international, and related services, namely information and communication technology services
NOS Comunicações (e) 100% 100% 100%
Per
-Mar
- Sociedade de Construções,
S.A. ('Per
-Mar')
Lisbon Buying and selling, renting and operating property and commercial establishments NOS Comunicações 100% 100% 100%
Sontária
- Empreendimentos
Imobiliários, S.A. ('Sontária')
Lisbon Development and construction of buildings, planning, urban management, studies, construction
and property management, purchase and sale of property and resale of property acquired for this
purpose
NOS Comunicações 100% 100% 100%
Teliz Holding, S.A. Lisbon Management of shareholdings NOS Internacional SGPS
(g)
100% 100% 100%

Ten Twenty One, S.A Lisbon Provision of engineering and consultancy services in the area of information, communication and
electronic technologies
NOS 100% 100% 100%
NOS Information Technologies, SGPS,
S.A. (c)
Lisbon Management of shareholdings NOS 0% 100% 100%
Claranet Portugal, S.A (d) Lisbon Provision of information technology services, telecommunications services and networks, internet
access, hosting and management of technological platforms, hosting and management of
computer applications, computer security, sale and integration of equipment and applications,
information technology consultancy and other related services.
NOS Information
Technologies SGPS
0% 100% 100%
Claranet II Solutions, S.A (d) Porto Import and sale of IT, electronic and telecommunications equipment and products, and offices in
the IT and organization area
Claranet Portugal S.A. 0% 100% 100%
Ignít People, S.A (d) Lisbon Services rendered in the area of information technology: consultancy, training, auditing, technical
support, research, software development, resource rental, project management, management of
infrastructures or technological applications, recruitment and provision of human resources
assigned to projects, on a service provision basis, under outsourcing contracts.
Claranet Portugal S.A. 0% 100% 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) Incorporated in January 2025
  • (d) Acquired in March 2025
  • (e) As at 30 June 2024, the companies were owned by NOS SGPS
  • (f) As at 30 June 2024, the companies were owned by NOS SGPS and NOS Audiovisuais
  • (g) As at 30 June 2024, the company was owned by NOS SGPS

B. Associated companies

Sport TV Portugal, S.A. Lisbon Design, production, direction and marketing of sports programmes for television
broadcasting, acquisition and resale of television broadcasting rights for sports
programmes, and advertising operation
NOS 25% 25% 25%
DAREDATA (a) Lisbon Provision of consultancy services, development, monitoring, maintenance and
training of systems in the area of information technology, computer applications,
internet and electronics and complementary products or services. Auditing,
consultancy and training in the areas of technology and business management and
associated areas and complementary products or services, representation of brands
and organization of events, management and promotion of real estate assets and
income from own property and on behalf of others.
NOS 5G Fund 0% 20% 20%
FINSTAR - Sociedade de Investimentos
e Participações, S.A.
Luanda Distribution of satellite television signals, operation and provision of
telecommunications services
Teliz Holding B.V. 30% 30% 30%
ZAP Media S.A. Luanda Development of projects and activities in the areas of entertainment,
telecommunications and related technologies, the production and distribution of the
respective contents and the design, execution and operation of related and facilities.
FINSTAR 30% 100% 30%

(a) Acquisition by the NOS 5G Fund of 20% of the share capital of DareData for €2 million. This investment is recognised at fair value.

C. Jointly controlled companies

Dreamia Servicios de Televisión, S.L. Madrid Management of shareholdings NOS Audiovisuais 50% 50% 50%
Dreamia - Serviços de Televisão, S.A. Lisbon Design, production, direction and commercialisation of audiovisual content,
advertising operation, provision of accessory services
Dreamia Holding BV 50% 100% 50%
Upstar Comunicações S.A. New Sales Electronic communications services, production, commercialisation,
transmission and distribution of audiovisual content and consultancy.
NOS Internacional SGPS (a) 30% 30% 30%
MSTAR, S.A. Maputo Distribution of satellite television signals, operation and provision of
telecommunications services
NOS Internacional SGPS (a) 30% 30% 30%
Dualgrid - Gestão de Redes Partilhas, S.A. Lisbon Provision 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
paragraphs.
NOS Comunicações 50% 50% 50%
BrightCity S.A. Maia Creation and development of technologies to improve electrical, lighting,
communications, information systems management or other infrastructures;
trade and services rendered for the better management of available resources
with an environmental, economic and social impact, including, but not limited
to, the supply, installation and maintenance of electrical equipment and
electricity distribution networks, the assembly, installation and maintenance of
lighting and signalling systems and equipment, the optimised management of
parking spaces and road traffic, the management of water consumption, the
supply, installation and management of communications networks, data
processing, technical support, maintenance and other information technology
services, as well as any other ancillary or complementary activities.
NOS Comunicações 50% 50% 50%

(a) As at 30 June 2024, the company was owned by NOS SGPS.

Financial investments in which the shareholding is less than 50% have been considered joint ventures due to shareholders' agreements that give them shared control.

D. Companies in which NOS does not have significant influence

Digital Transformation Collaborative Laboratory
Association
- DTX
Guimarães Applied research in the 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%
CEiiA (a) Porto It designs and develops technology and produces new products and services for a more
sustainable society.
NOS Inovação 16
.20%
16
.20%
16
.20%
Didimo Inc. (b) Dover DIDIMO has developed a platform that makes it possible to generate 3D digital avatars
based on photographs in around 60 seconds.
NOS 5G Fund 0
.00%
0
.00%
0
.00%
Didimo,
S
A. (b)
Porto DIDIMO has developed a platform that makes it possible to generate 3D digital avatars
based on photographs in around 60 seconds.
NOS 5G Fund 0
.00%
0
.00%
0
.00%
TechTransfer Fund Lisbon Investing in and supporting the development of companies aimed at commercialising
technologies and products resulting from scientific and technological research
NOS Inovação 3
.90%
3
.90%
3
.90%
Lusitânia Vida
- Companhia de Seguros, S.A
("Lusitânia Vida")
Lisbon Insurance business NOS 0
.03%
0
.03%
0
.03%
Lusitânia
- Companhia de Seguros, S.A
("Lusitânia Seguros")
Lisbon Insurance business NOS 0
.02%
0
.02%
0
.02%
Mind
Prober
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 heart rate.
NOS 5G Fund 2
.09%
2
.09%
2
.09%
RK. AI
- Serviços de Processamento de Imagens e
Análise de Dados, S.A. (Reckon.ai)
Porto Activities related to information and computer technologies, image and data processing
and analysis, information domiciliation and related activities and computer consultancy.
NOS 5G Fund 11
.76%
11
.76%
11
.76%
Seems Possible, Lda. (Knock Healthcare) (c) Porto Data processing activities, information domiciliation and related activities, particularly in
the health area.
NOS 5G Fund 0
.00%
0
.00%
0
.00%
SkillAugment, Lda (KIT
-AR) (c)
Aveiro Conception, design, development of methodologies, programming, editing, testing,
assistance and maintenance of computer programmes, online web platforms and virtual
and augmented reality systems, with machine learning and artificial intelligence
capabilities, in industrial and business environments.
NOS 5G Fund
+ TechTransfer
Fund
0
.00%
0
.00%
0
.00%
Colab4Ageing (d)
(a) NOS SGPS subscribed to 150 units of CEiiA
Coimbra Promoting and carrying out innovation and advanced training initiatives and activities
geared towards the area of ageing, fostering new forms of collaboration between the
public and private sectors that at the same time create value and qualified employment, as
well as pursuing research and development activities with a view to innovation and the
transfer of knowledge and technologies to accelerate the transformation of the Portuguese
health system in the area of ageing.
- Centro de Engenharia e Desenvolvimento, giving it a 16.2% stake.
NOS
Comunicações
0
.00%
11
.97%
11
.97%

(b) The NOS 5G Fund only holds 1 share in each of the entities, representing 0.0% of the capital.

(c) The investment in the entity was in convertible debt, so the holding was 0%.

(d) NOS Comunicações subscribed to 42.5 Shares in the Colab4Ageing Association for a unit value of €100, totalling a payment of €4,250 and giving it a 12% stake.

KPMG & Associados – Sociedade de Revisores Oficiais de Contas, S.A. Edifício FPM41 – Avenida Fontes Pereira de Melo, 41 – 15º 1069-006 Lisboa – Portugal +351 210 110 000 – www.kpmg.pt

LIMITED REVIEW REPORT ON CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(This report is a free translation to English from the original Portuguese version. In case of doubt or misinterpretation the Portuguese version will prevail.)

Introduction

We have performed a limited review of the accompanying condensed consolidated financial statements of NOS, SGPS, S.A. (the Group), which comprise the condensed consolidated statement of financial position as of 30 June 2025 (that presents a total of 3,526,242 thousand euros and total equity excluding non-controlling interests of 985,276 thousand euros, including a consolidated net profit excluding non-controlling interests of 116,808 thousand euros), the condensed consolidated statements of income by nature, comprehensive income, changes in equity and cash flows for the six-month period then ended, and notes to these condensed consolidated financial statements.

Management's responsibilities

Management is responsible for the preparation of this condensed consolidated financial statements in accordance with IAS 34 – Interim Financial Reporting as adopted by the European Union, and for the implementation and maintenance of an appropriate internal control system to enable the preparation of condensed consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' responsibilities

Our responsibility is to express a conclusion on the accompanying condensed consolidated financial statements. Our work was performed in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" and further technical and ethical standards and guidelines issued by the Portuguese Institute of Statutory Auditors ("Ordem dos Revisores Oficiais de Contas"). These standards require that we conduct the review in order to conclude whether anything has come to our attention that causes us to believe that the condensed consolidated financial statements are not prepared in all material respects in accordance with the IAS 34 – Interim Financial Reporting as adopted by the European Union.

A limited review of condensed consolidated financial statements is a limited assurance engagement. The procedures that we have performed consist mainly of making inquiries and applying analytical procedures and subsequent assessment of the evidence obtained. The procedures performed in a limited review are substantially less that those performed in an audit conducted in accordance with International Standards on Auditing (ISA). Accordingly, we do not express an audit opinion on these condensed consolidated financial statements.

KPMG & Associados – Sociedade de Revisores Oficiais de Contas, S.A., sociedade anónima portuguesa e membro da rede global KPMG, composta por firmas membro independentes associadas com a KPMG International Limited, uma sociedade inglesa de responsabilidade limitada por garantia.

Conclusion

Based on the work performed, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated financial statements of NOS, SGPS, S.A. on 30 June 2025, are not prepared, in all material respects, in accordance with the IAS 34 – Interim Financial Reporting as adopted by the European Union.

21 July 2025

SIGNED ON THE ORIGINAL

KPMG & Associados Sociedade de Revisores Oficiais de Contas, S.A. (nr. 189 and registered at CMVM with the nr. 20161489) represented by Pedro Jorge Quental e Cruz (ROC nr. 1765 and registered at CMVM with the nr. 20161607)

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