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NOS SGPS

Quarterly Report May 16, 2025

1904_10-q_2025-05-16_a5c3dea6-6061-4ae8-9b8e-69481b6c2c1c.pdf

Quarterly Report

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13 02 INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2

MANAGEMENT

REPORT

1.1 Governing Bodies 4 1.2 Management report 5

Governing Bodies

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)

Message from Miguel Almeida, CEO

A Solid Start to a New Cycle

2025 kicked-off with the completion of the acquisition of Claranet Portugal, a decisive step in establishing NOS as the preferred partner for the digital transformation of businesses in Portugal. This transaction strengthens our value proposition in the corporate segment, leveraging our technological assets and technical expertise, and expanding our presence in the ICT market.

NOS was also recognised for its commitment to innovation, one of the strategic pillars of our activity, leading the number of Portuguese patent applications submitted in Europe for the second consecutive year. A total of 22 applications were submitted, focusing on critical areas such as voice-based Artificial Intelligence and accessibility, cybersecurity, the metaverse and blockchain. This performance consolidates our role as the Portuguese company that invests the most in R&D and reinforces our commitment to the national innovation ecosystem.

In the technology field, we maintain leadership in 5G with the launch of 5G+ (standalone) services and the execution of the first VoNR (Voice over New Radio) call in Portugal – a milestone that paves the way for even more advanced connectivity experiences, with greater clarity, lower latency and more sustainable. We are also demonstrating that technology can and should serve people. In partnership with Loulé City Council, we launched a social project using our 5G network to monitor elderly people living in isolation, promoting inclusion and social cohesion through innovation.

We continued to grow in the telecommunications segment, in a demanding competitive environment, supported by our technological superiority and the excellence of the experience we offer our customers, increasing our turnover by 4.5%. At the same time, operational transformation continues, with a focus on initiatives aimed at generating relevant and sustainable efficiencies.

We remain ambitious in leading a new market cycle, driven by innovation, financial discipline and a clear vision for the future. We are ready to continue creating value for all our stakeholders and for the country.

Highlights of Q1 2025 results

  • Consolidated revenue grew by 4.5%, with a positive performance in the Telecommunications Business segment of 4.6% and in the Audiovisual and Cinema business of 1.5%;
  • Consolidated EBITDA increased by 4.3%, with a slight EBITDA margin compression of 0.1pp to 45.6%, due to the increase in low-margin resale revenue;
  • Recurring FCF grew by 9.9% to a total of 64.9 million euros, supported by the structural growth of EBITDA AL - CAPEX of 12.2% to 71.1 million euros.

5

Consolidated Financial Statements

The Consolidated Financial Statements for 2025 1Q were subject to a limited review.

Table 1.
Profit and Loss Statement
1Q24 1Q25 1Q25 / 1Q24
(Millions of Euros)
Operating Revenues 403.3 421.4 4.5%
Telco 389.0 406.7 4.6%
Consumer Revenues 277.5 281.4 1.4%
Business Revenues 87.6 99.2 13.3%
Wholesale and Others 23.9 26.1 9.1%
Audiovisuals & Cinema 22.8 23.1 1.5%
Others and Eliminations (8.5) (8.5) 0.2%
Operating Costs Excluding D&A (218.8) (229.0) 4.7%
Telco (215.1) (225.3) 4.7%
Audiovisuals & Cinema (12.2) (12.2) 0.1%
Others and Eliminations 8.5 8.5 0.2%
EBITDA(1) 184.5 192.3 4.3%
EBITDA Margin 45.7% 45.6% (0.1pp)
Telco 173.9 181.4 4.3%
EBITDA Margin 44.7% 44.6% (0.1pp)
Cinema Exhibition and Audiovisuals 10.6 10.9 3.1%
EBITDA Margin 46.5% 47.2% 0.7pp
Operating costs Excluding D&A AL (248.0) (260.0) 4.8%
Telco (241.8) (253.5) 4.7%
Audiovisuals & Cinema (14.6) (14.9) 1.8%
Others and Eliminations 8.5 8.5 0.2%
EBITDA AL(1) 155.3 161.4 3.9%
EBITDA AL margin 38.5% 38.3% (0.2pp)
Telco 147.2 153.2 4.1%
EBITDA AL margin 37.8% 37.7% (0.2pp)
Audiovisuals & Cinema 8.1 8.2 1.0%
EBITDA AL margin 35.7% 35.5% (0.2pp)
Leasings (29.1) (30.9) 6.2%
Telco (26.7) (28.2) 5.9%
Cinema Exhibition and Audiovisuals (2.5) (2.7) 10.1%
Depreciation and Amortization (122.3) (123.7) 1.1%
(Other Expenses) / Income 31.3 4.0 (87.3%)
Operating Profit (EBIT)(2) 93.4 72.6 (22.2%)
Share of profits (losses) of associates and joint ventures 2.7 9.3 246.8%
(Financial Expenses) / Income (20.7) (16.0) (22.7%)
Leases Financial Expenses (8.3) (8.2) (1.0%)
Funding & Other Financial Expenses (12.5) (7.9) (37.1%)
Income Before Income Taxes 75.4 66.0 (12.5%)
Income Taxes (7.5) (7.0) (7.3%)
Net Income Before Associates & Non-Controlling Interests 65.1 49.6 (23.8%)
Net income excluding extraordinary non-recurring effects(3) 45.7 55.2 20.8%
Net income 67.8 59.0 (13.0%)
Net income attributable to Non-controlling interests (0.0) (0.0) 129.1%
Net Income attributable to NOS shareholders 67.8 59.0 (13.0%)

(1) EBITDA AL = Operating Profit AL + Depreciation and Amortization + Integration Costs + Net Losses/Gains on Disposal of Assets + Other Non-Recurrent Losses/Gains (2) EBIT = Income Before Financials and Income Taxes.

(3) Excludes capital gains relating to towers sale and non-recurring extraordinary effects relating to activity fees Note: In 1Q24 B2C and B2B revenues have been restated to reflect a more accurate allocation between segments.

6

Consolidated revenue up 4.5%, driven by performance in the Business segment

Consolidated revenue reached 421.4 million euros in 1Q25, reflecting a year-on-year growth of 4.5%. This performance was driven by the strength of the Telco operations, with a strong contribution from the Business segment, and the positive performance of the Cinema exhibition & Audiovisual business.

The Telco business maintained its growth trajectory, recording a year-on-year increase of 4.6% to 406.7 million euros, largely driven by the high volume of resale revenues in the business segment, but also by growth in the Consumer segment. Excluding the impact of these resale revenues, Telecommunications revenues increased by 3.5%.

In the Consumer segment, which includes services provided to households and individuals, revenue grew by 1.4% to 281.4 million euros, reflecting the resilience of the business in a context of increased competitive pressure. This growth was supported by positive trends in the convergent customer segment and postpaid mobile services, both of which are higher value-added segments.

Despite rising competitive pressure, growth in higher value services, such as postpaid mobile, highlights the resilience of the business and the attractiveness of our value proposition in these segments. Total RGUs declined by 40.1 thousand units, mainly due to a decrease in prepaid mobile services, impacted by a reclassification of the customer base. Excluding this reclassification, net additions in mobile services showed a positive performance.

NOS continues to establish itself as the partner of choice for digital transformation across the Portuguese enterprise sector, with revenues from this segment reflecting a significant increase of 13.3% to 99.2 million euros, representing almost 25% of total telecommunications revenues. Growth dynamics are present across all business segments, with the Corporate segment recording the strongest growth, driven by higher volumes of Telco and IT resale, which grew by 4.2 million euros year-on-year. Excluding resale-related revenues, growth in the business segment stood at 9.0%.

The Wholesale and Other segment recorded an increase of 2.2 million euros to 26.1 million euros, driven by the sale of value-added call services. These services contributed to year-on-year revenue growth in this area, despite their lower margin and volatile nature.

The Cinema and Audiovisual business maintained a positive growth trajectory in 1Q25, with revenue increasing by 1.5% to a total of 23.1 million euros. In the cinema exhibition segment, the number of tickets sold declined by 4.2% year-on-year, as the blockbusters shown during 1Q25 did not match the success of those released in Q1 2024, which benefited from an earlier Easter period, resulting in a 2.2% drop in revenues for this segment. In the Audiovisual segment, revenue increased by 15.2%, supported by the success of the NOS Audiovisuais distribution portfolio, namely "Mufasa: The Lion King" and "SONIC 3", both of which featured in the Top 3 most-watched films in 1Q25.

Table 2.
Operating Indicators 1Q24 1Q25 1Q25 / 1Q24
Cinema
Revenue per Ticket - box office (Euros) 6.1 6.3 2.4%
Tickets Sold - NOS ('000) 1,722.6 1,650.5 (4.2%)
Tickets Sold - Total Portuguese Market (1) ('000) 2,696.8 2,640.4 (2.1%)
Screens (units)
(1) Source: ICA - Portuguese Institute For Cinema and Audiovisuals
214 213 (0.5%)

EBITDA grows 4.3%, reflecting operational resilience and continued focus on efficiency

Consolidated EBITDA reached 192.3 million euros in 1Q25, representing year-on-year growth of 4.3%. This performance was supported by the solid growth of the Telecommunications business, particularly in the Business segment, and by the contribution of the Cinema and Audiovisual business. The EBITDA margin stood at 45.6%, reflecting a slight compression compared to the same period last year, justified by the increased weight of B2B revenue, particularly resale, which typically yields a lower margin, despite strong operational performance. Excluding resale-related revenues and costs, the EBITDA margin expanded by 0.1pp to 46.3%.

Consolidated OPEX totalled 229.0 million euros, an increase of 4.7% compared to Q1 2024. Direct costs associated with the business segment saw a significant increase, reflecting the growth in low-margin Telco resale revenues.

Despite cost pressures, our operational transformation programme continues to leverage the potential of disruptive technologies such as artificial intelligence and generative AI, enabling us to redesign processes and achieve efficiencies across various areas.

Lease costs amounted to 30.9 million euros, an increase of 6.2% compared to the same period last year, reflecting a higher number of sites and the impact of inflation adjustment in payments to Cellnex (although capped at 2%). Including the impact of leases, EBITDA AL stood at 161.4 million euros, representing year-onyear growth of 3.9%, with the EBITDA AL margin reaching 38.3%.

Sustained Growth in Consolidated Net Income

Consolidated Net Income reached 59.0 million euros in 1Q25. EBITDA contributed positively by 7.9 million euros compared to the same period last year, reflecting the Group's strong operational performance. Depreciation and Amortisation remained relatively stable year-on-year, with a negative contribution of 1.4 million euros compared to 1Q24. Financing and Other Costs recorded a decrease and a positive contribution of 4.6 million euros, benefiting from a more favourable interest rate environment compared to the same period last year. The contribution from associated companies and joint ventures had a significant and positive impact on net profit of 6.7 million euros year-on-year, mainly due to a provision reversal at SportTV and our stake in ZAP, which benefited from a more favourable operational and exchange rate environment. Other costs and income recorded a negative variation of 27.3 million euros, which includes the impact of extraordinary income related to legal proceedings ruled in favour of NOS, which in 1Q25 were 26.2 million euros lower than in 1Q24. Income tax decreased compared to Q1 2024, reflecting a lower pre-tax profit base. Excluding the extraordinary income recorded, net profit increased by 20.8% to 55.2 million euros.

Structural slowdown in investment levels reflected in a 23.5% decrease in expansionary CAPEX

Total CAPEX, excluding lease contracts and other contractual rights, stood at 90.3 million euros in 1Q25, reflecting a year-on-year decrease of 1.8%. This evolution follows the structural deceleration trend in investment, resulting from the strategy of frontloading network investments in recent years.

Technical CAPEX declined by 1.0% year-on-year, with its weight over telecommunications revenue decreasing by 0.7pp to 12.2%. The reduction in CAPEX levels in the Telecommunications segment reflects the maturity of the already deployed infrastructure, following a significant investment effort to ensure the best and most reliable mobile network in the country. In the fixed network, we continue to modernise and expand through the most efficient combination of own build, sharing agreements and wholesale solutions. This strategy allows us to maximise coverage while optimising capital cost and environmental impact. Customer-related CAPEX increased by 1.3% to 36.6 million euros, reflecting commercial activity.

Table 3.
CAPEX (Millions of Euros) (1) 1Q24 1Q25 1Q25 / 1Q24
Total CAPEX Excluding Leasing Contracts & Other Contractual Rights 91.9 90.3 (1.8%)
Telco 86.3 86.3 0.0%
% of Telco Revenues 22.2% 21.2% (1.0pp)
o.w. Technical CAPEX 50.2 49.7 (1.0%)
% of Telco Revenues 12.9% 12.2% (0.7pp)
Baseline Telco 37.9 40.3 6.4%
Network Expansion / Substitution and Integration Projects and
Others
12.4 9.5 (23.5%)
o.w. Customer Related CAPEX 36.1 36.6 1.3%
% of Telco Revenues 9.3% 9.0% (0.3pp)
Audiovisuals and Cinema Exhibition 5.6 4.0 (29.2%)
Leasing Contracts & Other Contractual Rights 13.5 16.7 23.2%
Total Group CAPEX 105.5 107.0 1.4%

(1) CAPEX = Increase in tangible and intangible fixed assets, contract costs and rights of use Note: In 1H24 Network and Baseline CAPEX have been restated to reflect a more accurate allocation

Recurring Free Cash Flow grows in 1Q25, reflecting strong operational performance and investment discipline

EBITDA AL - CAPEX increased by 12.2% in 1Q25, driven by the growth in EBITDA AL and the structural reduction in investment levels, as previously mentioned. Working capital and non-cash items decreased by 5.8 million euros, resulting in a 2.8% increase in operating cash flow to 70.6 million euros.

Interest payments amounted to 4.1 million euros, representing a decrease of 4.1 million euros compared to the same period last year, reflecting the overall lower interest rate environment.

Total Free Cash Flow also benefited from the receipt of 18.5 million euros related to activity fees, following a favourable court ruling initially communicated in 4Q23. This amount is recorded under other movements and compares to 20.2 million euros in 1Q24.

Taking these factors into account, Free Cash Flow before dividends, financial investments and treasury share acquisitions reached 83.4 million euros, representing an increase of 5.2% compared to 1Q24. Excluding nonrecurring effects, Free Cash Flow grew by 9.9% to 64.9 million euros. The Financial Investments item recorded a net amount of 145.4 million euros, reflecting the completion of the acquisition of 100% of the share capital of Claranet Portugal, S.A. at the end of 1Q25.

Table 4.
Cash Flow (Millions of Euros) 1Q24 1Q25 1Q25 / 1Q24
EBITDA AL 155.3 161.4 3.9%
Total CAPEX Excluding Leasings & Other Contractual Rights (91.9) (90.3) (1.8%)
EBITDA AL - Total CAPEX Excluding Leasings & Other Contractual
Rights
63.4 71.1 12.2%
% of Revenues 15.7% 16.9% 1.2pp
Non-Cash Items Included in EBITDA AL - CAPEX and Change in
Working Capital
5.3 (0.4) (108.4%)
Operating Cash Flow 68.7 70.6 2.8%
Interest Paid (8.2) (4.1) (49.6%)
Income Taxes Paid (0.2) 0.1 (158.2%)
Disposals 0.1 0.2 66.8%
Other Cash Movements (1) 18.8 16.6 (12.0%)
Total Free Cash-Flow Before Dividends, Financial Investments and
Own Shares Acquisition
79.3 83.4 5.2%
Financial Investments 0.1 (145.4) n.m.
Acquisition of Own Shares (3.2) 0.0 (100.0%)
Dividends 0.0 0.0 n.a.
Free Cash Flow 76.2 (62.0) (181.4%)
Debt Variation Through Financial Leasing, Accruals & Deferrals &
Others
(1.9) (2.1) 9.2%
Change in Net Financial Debt 74.3 (64.1) (186.4%)

(1) Includes Cash Restructuring Payments and Other Cash Movements.

Robust capital structure, standing out as one of the strongest in the sector

At the end of 1Q25, NOS reported Net Financial Debt of 976.7 million euros, with total debt including lease liabilities (under IFRS 16) amounting to 1,609 million euros. The Net Financial Debt / EBITDA AL ratio stood at 1.5x in 1Q25, positioning NOS as one of the most conservative in the sector.

The average all-in cost of debt in 1Q25 was 3.3%, representing a decrease of 0.3pp compared to the previous quarter.

NOS maintains a very strong liquidity position, totalling 352.4 million euros, distributed between undrawn commercial paper programmes of 340 million euros and 12.4 million euros in Cash and Cash Equivalents.

As of 31 March 2025, 19% of NOS's debt was issued at fixed rate and 53% was covered by interest rate collars. The average maturity of total debt as of 31 March was 2 years and 2 months.

Currently, over 90% of NOS's total financial debt is linked to ESG performance targets, reaffirming our commitment to achieving the company's global sustainability performance ambition. In March 2025, NOS secured 100 million euros in commercial paper programmes maturing in 2030, through three financial institutions – Banco Bilbao Vizcaya Argentaria (BBVA), Caixa Geral de Depósitos (CGD), and Banco Comercial Português (Millennium bcp).

Table 5.
Balance Sheet (Millions of Euros) 1Q24 1Q25 1Q25 / 1Q24
Non-current Assets 2,863.9 2,989.8 4.4%
Current Assets 598.9 567.2 (5.3%)
Total Assets 3,462.9 3,557.0 2.7%
Total Shareholders' Equity 1,061.3 1,144.2 7.8%
Non-current Liabilities 1,542.2 1,585.2 2.8%
Current Liabilities 859.4 827.5 (3.7%)
Total Liabilities 2,401.5 2,412.8 0.5%
Total Liabilities and Shareholders' Equity 3,462.9 3,557.0 2.7%
Table 6.
Net Financial Debt (Millions of Euros) 1Q24 1Q25 1Q25 / 1Q24
Short Term 199.4 134.9 (32.3%)
Medium and Long Term 828.8 854.2 3.1%
Total Debt 1,028.2 989.1 (3.8%)
Cash and Short Term Investments 13.1 12.4 (5.1%)
Net Financial Debt (1) 1,015.1 976.7 (3.8%)
Net Financial Debt / EBITDA after lease payments (last 4 quarters) (2) 1.66x 1.50x (0.1pp)
Leasings and Long Term Contracts 620.1 632.3 2.0%
Net Debt 1,635.2 1,609.0 (1.6%)
Net Debt / EBITDA (last 4 quarters) 2.22x 2.07x (0.06pp)
Net Financial Gearing (3) 60.6% 58.4% (2.2pp)

(1) Net Financial Debt = Borrowings – Leasings - Cash (2) EBITDA After Lease Payments = EBITDA - Lease Cash Payments (Capital & Interest)

(3) Net Financial Gearing = Net Debt / (Net Debt + Total Shareholders' Equity).

11

General Meeting and Shareholder Remuneration

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 31 March 2024, 31 December 2024 and 31 March 2025 (Amounts expressed in thousands of euros)

Tangible fixed assets 7 1,088,734 1,092,809 1,107,393
Investment property 2.3.23 255 143 141
Intangible assets 8 1,191,903 1,145,612 1,268,645
Costs of contracts with customers 9 158,630 159,671 159,887
Rights of use 10 302,221 306,631 323,568
Investments in joint ventures and associates 11 32,895 37,650 46,117
Accounts receivable - other 12 4,401 3,911 3,945
Tax receivable 13 49 149 149
Other non-current financial assets 14 6,650 9,762 9,891
Deferred tax assets 15 71,750 66,255 68,382
Derivative financial instruments 16 6,463 2,484 1,817
Inventories 17 44,577 41,236 40,942
Accounts receivable - trade 18 344,269 331,461 361,709
Contract assets 19 42,154 31,696 29,499
Accounts receivable – other 12 50,710 58,833 49,010
Tax receivable 13 39,934 5,979 5,241
Prepaid expenses 20 55,412 55,610 68,215
Derivative financial instruments 16 389 811 130
Cash and cash equivalents 21 13,097 9,084 12,425
Assets held for sale 8,380 - -

Share capital 22.1 855,168 855,168 855,168
Share premium 22.2 4,202 4,202 4,202
Own shares 22.3 (14,657) (15,002) (11,302)
Legal reserve 22.4 4,374 4,692 4,692
Other reserves and retained earnings 22.4 137,840 (41,738) 225,107
Net income 67,844 272,259 59,006
Non-controlling interests 23 6,568 7,397 7,371
Borrowings 24 1,367,005 1,306,276 1,402,905
Provisions 25 79,371 83,867 85,835
Accounts payable - other 26 44,726 42,109 42,110
Tax payable 13 42,925 41,311 41,589
Derivative financial instruments 16 91 - 32
Deferred tax liabilities 15 8,046 6,803 12,887
Borrowings 24 281,271 241,954 218,482
Accounts payable – trade 27 240,596 190,158 197,831
Accounts payable – other 26 41,818 35,086 26,656
Tax payable 13 29,586 59,048 84,536
Accrued expenses 29 221,931 219,496 242,607
Deferred income 30 43,071 46,517 57,129
Derivative financial instruments 16 7 184 263
Liabilities directly associated with assets held for sale 1,090 - -

As a standard practice, only the annual accounts are audited, therefore the quarter 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 31 March 2025.

For the quarters ended 31 March 2024 and 2025

(Amounts expressed in thousands of euros)

Services rendered 369,245 381,645
Sales 25,877 30,669
Other income 8,166 9,055
31
Wages and salaries 32 22,678 22,722
Direct costs 33 87,142 93,551
Cost of products sold 34 22,805 25,835
Marketing and advertising 10,054 9,959
Support services 35 22,583 21,294
Supplies and external services 35 40,804 41,836
Other operating expenses / (income) 161 194
Indirect taxes 9,166 8,115
Provisions and adjustments 36 3,441 5,526
Depreciation, amortisation and impairment losses 7, 8, 9, 10 & 37 122,328 123,684
Restructuring costs 38 517 372
Losses / (gains) on disposal of assets, net (415) (374)
Other non-recurring losses / (gains), net 39 (31,383) (3,985)
Losses / (gains) in subsidiaries, net 11 & 40 (2,696) (9,349)
Financing costs 41 20,348 14,464
Foreign exchange losses / (gains), net (113) 347
Losses / (gains) on financial assets, net (458) 302
Other financial expenses / (income), net 41 971 919
Income tax 15 7,520 6,972
NOS Group Shareholders 42 67,844 59,006
Non-controlling interests 23 (9) (21)
Basic euros 42 0.13 0.12
Diluted - euros 42 0.13 0.12

As a standard practice, only the annual accounts are audited, therefore the quarter 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 quarter ended 31 March 2025.

For the quarters ended 31 March 2024 and 2025 (Amounts expressed in thousands of euros)

Changes in the comprehensive income of entities recognised using the equity
method
11 759 (1,182)
Fair value of interest rate derivatives 16 1,932 (489)
Deferred tax - interest rate derivatives 16 (435) 105
Fair value of exchange rate derivatives 16 386 (674)
Deferred tax - exchange rate derivatives 16 (108) 208
Changes in currency translation reserve and other (3) (12)
NOS Group Shareholders 70,375 56,962
Non-controlling interests 23 (9) (21)

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

The Notes to the Financial Statements form an integral part of the condensed consolidated statement of comprehensive income for the quarter ended 31 March 2025.

For the quarters ended 31 March 2024 and 2025 (Amounts expressed in thousands of euros)

Appropriation of results
Transfer to reserves - - - - - - - 180,995 (180,995) - -
Acquisition of own shares 22.3 - - (3,887) - 3,887 - - (3,887) - - (3,887)
Distribution of own shares:
Share incentive scheme 22.3 - - 4,176 - (4,176) (3,256) - 3,256 - - -
Other remunerations 22.3 - - 113 - (113) - - 113 - - 113
Share plan - Costs of cash-settled plans 46 - - - - - (1,180) - - - - (1,180)
Share plan - Costs for the period and other 46 - - - - - 1,240 - 8 - (8) 1,240
Comprehensive income - - - - - - 1,775 756 67,844 (9) 70,366
Appropriation of results
Transfer to reserves - - - - - - - 272,259 (272,259) - -
Acquisition of own shares 22.3 - - - - - - - - - - -
Distribution of own shares:
Share incentive scheme 22.3 - - 3,571 - (3,571) (3,386) - 3,386 - - -
Other remunerations 22.3 - - 129 - (129) - - 129 - - 129
Share plan - Costs of cash-settled plans 46 - - - - - (1,393) - - - - (1,393)
Share plan - Costs for the period and other 46 - - - - - 1,589 - 5 - (5) 1,589
Comprehensive income - - - - - - (850) (1,194) 59,006 (21) 56,941

As a standard practice, only the annual accounts are audited, therefore the quarter 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 quarter ended 31 March 2025.

For the quarters ended 31 March 2024 and 2025 (Amounts expressed in thousands of euros)

Receipts from customers 484,348 512,894
Payments to suppliers (220,351) (238,090)
Payments to employees (28,449) (28,522)
Receipts / (payments) related to income taxes (167) 213
Other receipts / (payments) relating to operating activities (6,573) (20,838)
Financial investments 275 407
Tangible fixed assets 156 258
Interest and similar income 2,306 1,956
Financial investments 4 & 14 (165) (153,160)
Tangible fixed assets (51,468) (48,125
Intangible assets and costs of contracts with customers (60,850) (58,604
Borrowings 24 50,000 146,500
Borrowings 24 (125,500) (100,000)
Amortisation of lease contracts 24 (27,270) (23,884)
Interest and similar expense 24 (12,360) (13,840)
Acquisition of own shares 22.3 (3,231) (11)
Change in cash and cash equivalents (4)=(1)+(2)+(3) 701 (22,846
Change of perimeter 4 - 7,306
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 quarter amounts were not audited separately.

The Notes to the Financial Statements form an integral part of the condensed consolidated cash flow statement for the quarter ended 31 March 2025.

As at 31 March 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 31 March 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 associated companies, 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. The income statement for the quarter ended 31 March 2025 does not include any Claranet operations.

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 quarter ended 31 March 2025 were approved by the Board of Directors and authorised for issue on 6 May 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.

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, with mandatory application in the quarter and 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.

  • Amendments to IFRS 9 and IFRS 7 Amendments to the classification and measurement of financial instruments - The amendments:
    • Clarify the classification of financial assets with environmental, social and corporate governance (ESG) characteristics and other similar features since these characteristics in loans can affect whether loans are measured at amortised cost or at fair value. To resolve any potential diversity in practice, the amendments clarify how the contractual cash flows on loans should be assessed.
    • Clarify the date on which a financial asset or financial liability is derecognised when it is settled through 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 the term "non-recourse", according to the amendments, a financial asset has non-recourse features if an entity's ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets. The presence of nonrecourse features does not necessarily exclude the financial asset from complying with the SPPI, but its features need to be carefully analysed.
    • Clarify that a linked instrument must have a waterfall payment structure that creates concentration of credit risk by allocating losses disproportionately between different tranches. The underlying pool may include financial instruments not in the scope of IFRS 9 classification and measurement (e.g., finance leases), but must have cash flows equivalent to the SPPI criterion.

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 ESG target-linked features. 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 - Amendments to Contracts Referencing 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 their 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 "own use" requirements;
  • Permitting hedge accounting if these contracts are used as hedging instruments; and
  • Adding new disclosure requirements to allow 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 . Early adoption 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 quarter ended 31 March 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. In particular, 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 associated companies, 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 €4.5 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 quarter ended 31 March 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, with the exception of 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 in order 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, with the exception of:

  • 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, taking into account 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 that 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 quarter ended 31 March 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 (againstTangible 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 31 March 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 on the basis of 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 considered to be 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 the area of 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.

Income and expenses are not offset unless this is required or permitted by the IFRS, namely when it reflects the substance of the transaction or other event.

Income and expenses are offset in the following situations:

  • When the gross inflows of economic benefits do not result in an increase in equity for the entity, e.g., the amount charged to the customer is equal to the amount delivered to the partner, a situation applicable to the revenue obtained from invoicing special service operators, the amounts charged on account of capital are not revenue; and,
  • When the counterparty is not a "customer", but rather a partner who shares the risks and rewards of developing a product or services so that it can be commercialised. In other words, a counterparty to the contract will not be a customer if, for example, the counterparty has contracted NOS to participate in an activity or process in which the parties to the contract share the risks and rewards rather than obtaining the result of the entity's ordinary activities. In these cases, we are dealing with collaborative arrangements. This situation applies to the revenues obtained from the operators covered by the agreement for the reciprocal provision of television broadcasting rights for sports content.

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.

Penalty income is recognised under "Other income" as it is received.

Interest revenue is recognised using the effective interest method, provided that economic benefits are probable.

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 retained 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 retained 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 31 March 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 1,0815
Kwanza of Angola 947,4768 986,3280
Pound Sterling 0,8292 0,8354
Mozambican Metical 65,7300 68,4300
Canadian Dollar 1,4948 1,5533
Swiss franc 0,9412 0,9531
Real 6,4253 6,2507

In the quarters ended 31 March 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:

Kwanza of Angola 909,2770 961,2176
Mozambican Metical 68,4530 66,6800

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 at 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 part of on the , 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, taking into account 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 quarters ended 31 March 2024 and 2025, no material errors, estimates or changes in accounting policies relating to previous years were recognised.

During the quarter ended 31 March 2024 there were no changes to the perimeter.

During the quarter ended 31 March 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 €152.9 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 various 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) liabilities contingent 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 variations 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.

In the quarter ended 31 March 2025, Claranet Portugal, S.A.'s contribution to net income is null. If Claranet (Claranet Portugal S.A. and its subsidiaries) had been consolidated since 1 January 2025, the net result for the quarter ended 31 March 2025 would have been approximately €194 thousand higher. The cash flows from the acquisition of Claranet Portugal, S.A., resulted in a payment of €152.9 million, included in the cash flows from Investing activities and the incorporation of Claranet's cash and cash equivalents, in the amount of €7.3 million, included under "Change of perimeter". With the exception of these movements, the cash flow statement for the first quarter of 2025 does not include any Claranet operations.

The purchase price may also be subject to future adjustments, namely under the contractually agreed final price calculation mechanisms. However, it is not expected that these adjustments will have a material impact on the consolidated financial statements.

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, NOS Information Technologies, Claranet, Claranet ll 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..

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 quarters ended 31 March 2024 and 2025, are as follows:

Services rendered 358,554 18,996 (8,305) 369,245
Sales 22,435 3,486 (44) 25,877
Other revenue 7,986 280 (100) 8,166
Costs, losses and gains:
Wages and salaries 19,851 2,827 - 22,678
Direct costs 89,692 4,985 (7,535) 87,142
Cost of products sold 21,945 869 (9) 22,805
Marketing and advertising 12,533 506 (2,985) 10,054
Support services 22,648 727 (792) 22,583
Supplies and external services 36,646 1,286 2,872 40,804
Other operating expenses / (income) 123 38 - 161
Indirect taxes 9,142 24 - 9,166
Provisions and adjustments 3,505 (64) - 3,441
EBITDA
Inter-segment debits - - - -
Operating income before depreciation, amortisation and impairment losses and non-recurring losses / (gains) 172,890 11,564 - 184,454
Depreciation, amortisation and impairment losses 116,380 5,948 - 122,328
Non-recurring losses / (gains), net (31,408) 127 - (31,281)
Income before losses / (gains) in subsidiaries, financial results and taxes
Losses / (gains) in subsidiaries, net (2,553) (143) - (2,696)
Financing costs 19,884 464 - 20,348
Foreign exchange losses / (gains), net (113) - - (113)
Losses / (gains) on financial assets, net (458) - - (458)
Other financial expenses / (income), net 965 6 - 971
Income before tax
Income tax 7,094 426 - 7,520
Net income
Total assets 3,309,515 208,800 (55,442) 3,462,873
Total liabilities 2,359,077 98,342 (55,885) 2,401,534
Investments in joint ventures and associates 31,207 1,688 - 32,895
Capex
EBITDA - Capex

Services rendered 370,743 19,315 (8,413) 381,645
Sales 27,189 3,528 (48) 30,669
Other revenue 8,789 270 (4) 9,055
Costs, losses and gains:
Wages and salaries 19,936 2,786 - 22,722
Direct costs 94,983 4,892 (6,324) 93,551
Cost of products sold 25,099 746 (10) 25,835
Marketing and advertising 12,191 939 (3,171) 9,959
Support services 21,345 820 (871) 21,294
Supplies and external services 38,973 952 1,911 41,836
Other operating expenses / (income) 162 33 (1) 194
Indirect taxes 8,086 29 - 8,115
Provisions and adjustments 5,570 (45) 1 5,526
EBITDA 180,376 11,961 - 192,337
Depreciation, amortisation and impairment losses 116,041 7,643 - 123,684
Non-recurring losses / (gains), net (4,103) 116 - (3,987)
Income before losses / (gains) in subsidiaries, financial results and taxes 68,438 4,202 - 72,640
Losses / (gains) in subsidiaries, net (9,312) (38) 1 (9,349)
Financing costs 12,366 2,097 1 14,464
Foreign exchange losses / (gains), net 343 4 - 347
Losses / (gains) on financial assets, net 302 (11,392) 11,392 302
Other financial expenses / (income), net 915 4 - 919
Income before tax 63,824 13,527 (11,394) 65,957
Income tax 6,672 301 (1) 6,972
Net income
Total assets 3,694,142 288,906 (228,390) 3,557,106
Total liabilities 2,437,365 401,881 (426,384) 2,412,862
Investments in joint ventures and associates 44,701 1,416 - 46,117
Capex
EBITDA - Capex

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 quarter ended 31 March 2025, the NOS group's revenue came primarily from the domestic market (telco and IT segment 99 % and Audiovisuals segment 90%).

In the quarter ended 31 March 2025, the NOS group recorded growth in revenues and EBITDA of 4.5% and 4.3%, respectively. The telco and IT segment grew by 4.6% and 4.3%, respectively, and the Audio segment by 1.5% and 3.1%.

In the quarter ended 31 March 2025, revenues of €0.693 million were eliminated between the telco and IT and audiovisuals segment, and €7.7 million between the audiovisuals segment and the telco segment.

In the quarter ended 31 March 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 31 March 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) - - 74,776 74,776 2,419 77,195
Accrued expenses (Note 29) - - 219,496 219,496 - 219,496

Other non-current financial assets (Note
14)
9,891 - - 9,891 - 9,891
Derivative financial instruments
(Note 16)
- 1,947 - 1,947 - 1,947
Accounts receivable - trade
(Note 18)
361,709 - - 361,709 - 361,709
Accounts receivable - other (Note 12) 42,727 - - 42,727 10,228 52,955
Cash and cash equivalents
(Note 21)
12,425 - - 12,425 - 12,425
Borrowings (Note 24) - - 1,621,387 1,621,387 - 1,621,387
Derivative financial instruments
(Note 16)
- 295 - 295 - 295
Accounts payable - trade
(Note 27)
- - 197,831 197,831 - 197,831
Accounts payable - other (Note 26) - - 67,883 67,883 883 68,766
Accrued expenses (Note 29) - - 242,607 242,607 - 242,607

Given their nature, the balances of taxes receivable and taxes payable were considered to be 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 quarters ended 31 March 2024 and 2025, the movements under this item were as follows:

Land and natural resources 519 - - - - 519
Buildings and other
constructions
281,666 - (418) - (1,945) 279,303
Basic equipment 2,928,457 - 11,674 (254) 31,176 2,971,053
Transport equipment 512 - - - - 512
Tools and utensils 1,688 - - - 50 1,738
Administrative equipment 147,071 - 315 (12) 375 147,749
Other tangible assets 44,576 - 33 - 115 44,724
Tangible assets in progress 45,940 - 30,481 - (38,222) 38,199
Buildings and other
constructions
143,676 - 1,795 (46) (1) 145,424
Basic equipment 2,027,478 - 36,917 (290) (1,179) 2,062,926
Transport equipment 511 - - - 1 512
Tools and utensils 985 - 55 - - 1,040
Administrative equipment 140,040 - 868 (11) - 140,897
Other tangible fixed assets 44,155 - 109 - - 44,264
Land and natural resources 519 169 - - 1 689
Buildings and other
constructions
293,015 9,042 291 (2,108) 4,848 305,088
Basic equipment 3,060,200 21,231 11,249 (3,433) 33,561 3,122,808
Transport equipment 506 570 - - - 1,076
Tools and utensils 1,810 - - - 23 1,833
Administrative equipment 150,250 964 259 (603) 761 151,631
Other tangible assets 45,143 56 29 (22) 54 45,260
Tangible assets in progress 45,061 - 30,810 - (39,248) 36,623
Buildings and other
constructions
150,453 1,598 2,326 (2,046) - 152,331
Basic equipment 2,163,786 14,542 39,743 (3,868) - 2,214,203
Transport equipment 504 561 - - - 1,065
Tools and utensils 1,207 69 58 - - 1,334
Administrative equipment 143,092 565 860 (599) - 143,918
Other tangible fixed assets 44,653 - 133 (22) - 44,764

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

At 31 March 2025, Accumulated depreciation and impairment losses includes accumulated impairments of €11 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 31 March 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 €826 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 €82.6 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 31 March 2025, the total net value of these costs amounts to €8 million (31 December 2024: €8.25 million).

During the quarters ended 31 March 2024 and 2025, the movements under this item were as follows:

Goodwill 641,400 - - - - 641,400
Industrial property and
other rights
2,101,487 - 1,362 (639) 19,109 2,121,319
Intangible assets in
progress
27,190 - 23,616 - (19,109) 31,697
Industrial property and
other rights
1,561,149 - 40,639 (257) (1,349) 1,600,182
Intangible assets in
progress
982 - - - 1,349 2,331
Goodwill 641,400 114,210 - - - 755,610
Industrial property and other
rights
2,008,555 38,858 1,342 (2) 21,706 2,070,459
Intangible assets in progress 22,522 223 21,297 - (21,706) 22,336
Industrial property and other
rights
1,524,198 16,637 36,258 - (127) 1,576,966
Intangible assets in progress 2,667 - - - 127 2,794

As at 31 March 2025, Accumulated amortisation and impairment losses includes accumulated impairment of €24.4 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 31 March 2025, the item "Industrial property and other rights" essentially includes:

  • A net amount of €126,2 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 €67.2 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 €21.3 million (31 December 2024: €21.9 million) relating to the license;
    • o €7.1 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 €2.2 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 €31.2 million (31 December 2024: €32.1 million) relating to the Initiatives E programme; and
    • o €3.7 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 €63 million (31December 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 €118.9 million relating to software (31 December 2024: €125 million);
  • A net amount of €15.3 million (31 December 2024: €16.3 million) corresponding to future rights to use films and series.

The increases in the quarter ended 31 March 2025 correspond primarily to the acquisition of rights to use films and series, in the amount of €3.7 million, software development of €16.2 million and development of set up boxes and applications of €2.9 million.

Goodwill impairment test

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

Telco and IT
564,799
679,009
Audiovisuals
76,601
76,601

During the quarter ended 31 March 2025, NOS acquired the Claranet group, which resulted in goodwill of €114.210 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 telecoms and IT segment, the assumptions used are based on past performance, the evolution of the number of customers, the foreseeable evolution 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 explicit years adopted in the impairment tests results from the degree of maturity of the respective businesses and market and has been determined on the basis of 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 31 March 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 quarters ended 31 March 2024 and 2025, the movements under this item were as follows:

Cost of customer acquisition 689,601 17,558 707,159
Costs of fulfilling contracts with customers 316,650 7,318 323,968
Cost of customer acquisition 587,925 16,784 604,709
Costs of fulfilling contracts with customers 259,920 7,868 267,788
Cost of customer acquisition 334,481 17,477 351,958
Costs of fulfilling contracts with customers 186,268 7,538 193,806
Cost of customer acquisition 230,165 17,248 247,413
Costs of fulfilling contracts with customers 130,913 7,551 138,464

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 31 March 2025, no impairment losses have been recognised.

During the quarters ended 31 March 2024 and 2025, the movements under this item were as follows:

Websites 250,500 - 9,017 - (1,263) 258,254
Cinemas 140,975 - (4,857) - - 136,118
Transponders 94,135 - 182 - - 94,317
Equipment 187,931 - 3,164 - - 191,095
Buildings 94,753 - 3,411 - - 98,165
Shops 31,055 - 1,740 - - 32,795
Other 46,970 - 872 - - 47,842
Websites 87,120 - 5,208 - (155) 92,173
Cinemas 106,346 - 857 - - 107,203
Transponders 81,072 - 1,649 - - 82,721
Equipment 135,608 - 4,353 - - 139,961
Buildings 74,606 - 2,118 - - 76,724
Shops 23,568 - 918 - - 24,486
Other 32,929 - 1,424 - - 34,353
Websites 276,763 - 1,748 (302) - 278,209
Cinemas 150,790 - 257 - - 151,047
Transponders 94,317 - - - - 94,317
Equipment 203,429 7,259 5,410 (45) - 216,053
Buildings 98,369 8,787 (512) - - 106,644
Shops 34,562 - 2,043 - - 36,605
Other 99,148 13,838 7,716 - - 120,702
Websites 107,188 - 5,153 (165) - 112,176
Cinemas 113,949 - 2,347 - - 116,296
Transponders 87,691 - 1,656 - - 89,347
Equipment 152,646 2,606 4,284 (44) - 159,492
Buildings 83,027 316 1,617 - - 84,960
Shops 27,399 - 1,055 - - 28,454
Other 78,847 7,045 3,392 - - 89,284

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 31 March 2025 and 2024, 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 31 March 2025, this item is broken down as follows:

Finstar* 28,608 31,090
Mstar 5,453 5,841
Sport TV - 5,140
Dreamia 1,379 1,416
Other companies 2,210 2,630
* Consolidated from Finstar and ZAP Media

In the quarters ended 31 March 2024 and 2025, Investments in joint ventures and associates had the following changes:

Profit/(loss) for the year (Note 40)
2,696
9,349
-
Additional capital contributions - BrightCity
300
Changes in equity
759
(1,182)

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 31 March 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* 36,518 79,924 155 85,564 30,724 68,756 2,164 25.00%
Dreamia 1,234 12,438 7,627 3,688 2,357 4,123 78 50.00%
Finstar 34,600 137,797 37,919 46,474 88,004 30,533 7,821 30.00%
Mstar 1,037 33,860 - 22,116 12,781 7,899 2,092 30.00%
Upstar 2,390 9,852 - 7,293 4,949 3,911 121 30.00%
Dualgrid 3 272 - 156 118 152 13 50.00%
Dreamia S.L. 15,670 1,201 6,974 2,382 7,515 632 14 50.00%
BrightCity S.A. 2,250 2,763 (7) 2,846 2,176 858 238 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 3 months in 2025, respectively.

The indicators in the tables above do not reflect consolidation adjustments, which were taken into account to calculate the Group's interest in the results, assets and liabilities of jointly controlled and associated companies.

In the quarter ended 31 March 2025 , the assets, liabilities and results of the company ZAP Media (100% owned by Finstar) are:

ZAP Media 21,578 6,431 1,201 11,179 15,629 8,920 1,354

The differences between the individual accounts (prepared in accordance with Angolan regulations) and the Finstar consolidated accounts (Finstar + ZAP Media) correspond predominantly to the cancellation 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. 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 31 March 2025, this item is broken down as follows:

Accounts receivable 50,558 3,923 39,153 3,939
Advances to suppliers 8,757 - 10,228 -
Expected credit losses (482) (12) (371) 6

As at 31 March 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 €28.4 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 31 March 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) 48 -
Uses, transfers and other 596 (129)

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

Tax proceedings - 41,311 - 41,589
Debt settlement 149 - 149 -
Value Added Tax (VAT) 5,965 19,175 5,227 29,016
Corporate Income Tax (IRC) - 35,859 - 47,196
Personal Income Tax (IRS) - 1,754 - 5,565
Social Security - 2,103 - 2,667
Other 14 157 14 92

In the quarter ended 31 March 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.

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

Estimated current income tax (57,439) (67,235)
Payments on account 17,984 17,960
Withholdings made to/by third parties 1,253 1,569
Other 2,343 510

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

DareData 2,000 2,000
TechTransfer Fund 1,606 1,606
Didimo 1,415 1,387
Seems Possible 1,784 1,784
Reckon.ai 1,004 1,004
SkillAugment 547 274
MindProber 890 890
Other 516 946

During the year ended 31 December 2024, NOS acquired a shareholding in the company DareData (Note 4), for the amount of € 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 quarter ended 31 March 2025, changes in fair value were recorded in the companies Didimo (in the amount of €-28 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

According to the legislation in force, tax returns are subject to review and correction by the tax authorities for a period of four years, with the exception of 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 31 March 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 quarters ended 31 March 2024 and 2025, the movement in deferred tax assets and liabilities was as follows:

Expected credit losses 7,209 - 1,302 - 8,511
Inventories 4,453 - 397 - 4,850
Other provisions and adjustments 40,969 - (1,692) - 39,277
Intra-group capital gains and other transactions 19,522 - (432) - 19,090
Assets recognised under IFRS 16 9,395 - (9,395) - -
Derivatives 358 - (228) (108) 22
Revaluations of assets as part of the fair value allocation
of assets acquired in merger and acquisition operations
2,361 - (43) - 2,318
Liabilities recognised under IFRS 16 - - 2,393 - 2,393
Derivatives 1,267 - (133) 435 1,569
Other 1,870 - (104) - 1,766
Expected credit losses 7,368 - 4,083 - 11,451
Inventories 4,119 - (309) - 3,810
Other provisions and adjustments 34,900 311 (1,661) - 33,550
Intra-group capital gains and other transactions 19,829 - (473) - 19,356
Assets recognised under the fair value allocation to
liabilities acquired in the acquisition operation
- 141 - - 141
Assets recognised under IFRS 16 - - - - -
Derivatives 39 - (140) 175 74
Revaluations of assets as part of the fair value allocation
of assets acquired in merger and acquisition operations
1,987 6,554 (43) - 8,498
Liabilities recognised under IFRS 16 2,542 - (65) - 2,477
Derivatives 745 - (184) (138) 423
Other 1,529 - (40) - 1,489

During the quarter ended 31 March 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 31 March 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 €18.8 million (31 December 2024: €19.6 million); and
  • miscellaneous provisions and share plan amounting to €14.2 million (31 December 2024: €15.2 million).

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

As at 31 March 2025, deferred tax assets In the amount of €0.4 million were still to be recorded, corresponding predominantly to tax losses.

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 31 March 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 set of charges at the rates set out in the aforementioned 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 quarters ended 31 March 2024 and 2025, the reconciliation between the nominal and effective tax rates is as follows:

Income before tax 75,355 65,957
Nominal tax rate 22.5% 21.5%
Permanent differences (293) (2,009)
Tax benefits (10,384) (6,761)
State surcharge 4,913 2,048
Autonomous taxation 221 142
Other (3,892) (629)
Effective tax rate 10,0% 10,6%
Current tax (4,641) 8,804
Deferred tax 12,161 (1,832)

In the quarters ended 31 March 2024 and 2025, permanent differences are broken down as follows:

Losses/(gains) in subsidiaries (Note 40)
(2,696)
(9,349)
Other
1,395
5
22.5% 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 31 March 2025, NOS contracted 3 interest rate swaps in the amount of €180 million (31 December 2024: €180 million) and 9 zero cost collars amounting a total of €377.5 million (31 December 2024: €377.5 million).

In addition, in March 2025, 4 new zero cost collars were contracted, totalling €130 million, forward start, beginning in April and maturing in 2026.

On the closing date of the statement of financial position, there were outstanding currency forwards in the amount of USD 23,217 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 557,500 - 1,817 33 -
Exchange rate derivatives 23,217 130 - 230 32

In the quarters ended 31 March 2024 and 2025, the movements are as follows:

Fair value of interest rate derivatives 4,350 - 1,932 6,282
Fair value of exchange rate derivatives (244) 330 386 472
Deferred tax liabilities (1,267) 133 (435) (1,569)
Deferred tax assets 358 (228) (108) 22
Fair value of interest rate derivatives 2,273 - (489) 1,784
Fair value of exchange rate derivatives 838 (296) (674) (132)
Deferred tax liabilities (745) 184 138 (423)
Deferred tax assets 39 (140) 175 74

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

Telco and IT
56,550
55,363
Audiovisuals
608
614
Telco and IT
(15,922)
(15,035)

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;
  • 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) 1,400 192
Charge-off / Other - (1,079)

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

Accounts receivable
371,976
409,834
Amounts to be invoiced
74,652
72,806
Expected credit losses
(115,167)
(120,931)

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 €37.7 million (Note 4).The movements in adjustments for expected credit losses were summarised as follows:

Increases and decreases (Note 36)
3,230
5,218
Change of perimeter (Note 4)
-
761
Charge-off / Other
(8,209)
(215)

"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 31 March 2025, the assets from contracts with customers, amounting to €29.5 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 31 March 2025, this item is broken down as follows:

Expenses related to specific projects for corporate customers 17,516 19,666
Programming costs i) 19,137 19,043
Maintenance and repair 1,547 4,118
Insurance 1,400 2,093
Publicity 683 667
Other ii) 15,327 22,628
  • 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 31 March 2025, this item is broken down as follows:

Cash 562 588
Term deposits 6,401 8,027
Demand deposits 2,121 3,810
Bank overdrafts (Note 24) 360 19,241

As at 31 March 2025, "Term deposits" have a maturity of less than 10 days and bear interest at market rates.

As at 31 December 2024 and 31 March 2025, NOS' share capital amounts to €855,167,890.80. As at 31 March 2025, the share capital is represented by 515,161,380 registered shares, in book-entry form, with a nominal value of €1.66 each (2024: €1.66 each).

As at 31 December 2024 and 31 March 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% 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 at 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 take into account 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 ;
  • • share premium totalling €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 31 March 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 as long as 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 31 March 2025, there were 2,896,860 own shares, representing 0.5623 % of the share capital (31 December 2024: 3,845,224 own shares, representing 0.7464% of the share capital). Movements during the quarters ended 31 March 2024 and 2025 were as follows:

Acquisition of own shares 1,110,419 3,887
Distribution of own shares - share incentive scheme (1,067,226) (4,176)
Distribution of own shares - other remunerations (28,891) (113)
Distribution of own shares - share incentive scheme (915,388) (3,571)
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 31 March 2025, NOS had reserves which, by their nature, are considered distributable in the amount of around €267 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 Euro 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 movements in non-controlling interests that occurred and the results attributable to non-controlling interests in the quarters ended 31 March 2024 and 2025 are as follows:

NOS Madeira 6,006 65 (6) 6,065
NOS Açores 579 (74) (2) 503

NOS Madeira 7,072 104 (4) 7,172
NOS Açores 325 (125) (1) 199

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

Bond loans 60,000 340,000 60,000 340,000
Commercial paper 100,000 418,500 50,000 515,000
Bank overdrafts 360 - 19,241 -

The average financing cost of the drawn facilities during the quarter ended 31 March 2025 was approximately 3.1% (2024: 3.8%).

The average cost of global financing ( drawn and undrawn facilities) during the quarter ended 31 March 2025 was approximately 3.3% (2024: 3.9%).

As at 31 March 2025, there are no defaults in terms of principal, interest, conditions for redemption on loans payable or other commitments.

As at 31 March 2025, around 92% of the borrowings were indexed to ESG performance objectives (70% indexed to KPIs from the Sustainability Linked Financing Framework published by NOS, and 22% 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.

Loan receivables - - 146,500 - 146,500 Loan repayments - - (100,000) (23,884) (123,884) Change in Bank Overdrafts 18,881 - - - 18,881 Interest and commissions paid (22) (3,272) (2,376) (8,170) (13,840) Loan Commissions - 114 596 - 710 Interest expense (Note 41) 22 3,552 3,484 8,170 15,228 Change of perimeter (Note 4) - - - 12,900 12,900 Leases (Note 10) - - - 16,662 16,662

During the quarter ended 31 March 2025, the movements in Borrowings are detailed as follows:

As at 31 March 2025, NOS has a total of €400 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 €60 million issued in December 2023 by BPI and maturing in June 2025. 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.

As at 31 March 2025, the net amount of these loans was increased by €1.753 thousand, corresponding to the respective interest and commissions, recorded under "Loans - accruals and deferrals".

As at 31 March 2025, the company has a debt of €565.0 million, in the form of commercial paper, of which €100.0 million issued under programmes without underwriting. The total amount contracted under underwriting programmes is €805 million, corresponding to 16 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 €505 million are classified as non-current (of which €302.0 million have been used as at 31 March 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 31 March 2025, the net amount of €3.082 thousand was deducted from the value of these loans, corresponding to the respective interest and commissions, recorded under Loans - accruals and deferrals.

Additionally, in March 2025, NOS contracted €100 million in commercial paper programmes, maturing in 2030, with three financial institutions - Banco Bilbao Vizcaya Argentaria (BBVA), Caixa Geral de Depósitos (CGD) and Banco Comercial Português (Millennium BCP). As at 31 March 2025, no funds had been used and €70 million were only available for use in April.

As at 31 December 2024 and 31 March 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 quarters ended 31 March 2024 and 2025, the movements in lease liabilities are as follows:

Websites 480,218 9,017 6,923 (16,322) - 479,836
Cinemas 37,186 (4,857) 338 (2,404) - 30,263
Transponders 18,352 182 220 1,763 - 20,517
Equipment 36,644 3,164 326 (4,831) - 35,303
Buildings 29,835 3,411 234 (1,817) - 31,663
Shops 8,235 1,740 86 (1,029) - 9,032
Others 15,992 872 127 (3,497) - 13,496
Websites 495,244 1,748 7,056 (9,366) - 494,682
Cinemas 38,328 257 326 (2,647) - 36,264
Transponders 9,878 - - (2,740) - 7,138
Equipment 35,294 5,410 463 (5,277) 4,702 40,592
Buildings 25,622 (512) 119 (3,077) 679 22,831
Shops 8,491 2,043 92 (1,150) - 9,476
Others 13,776 7,716 114 (7,797) 7,519 21,328

In the quarter ended 31 March 2025, "Other" refers to the leases of the Claranet Group acquired (Note 4).

Up to 1 year
109,300
114,527
Between 1 and 5 years
330,640
333,845
More than 5 years
373,700
356,853
Future financial costs (lease)
(187,007)
(172,914)
Up to 1 year 77,918 83,572
Between 1 and 5 years 230,990 243,056
More than 5 years 317,725 305,683

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

Bond loans 62,192 339,167 - 62,502 339,251 -
Commercial paper 101,484 418,394 - 53,167 514,915 -
Bank overdrafts 360 - - 19,241 - -
Leases 77,918 230,990 317,725 83,572 243,056 305,683

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

Ongoing legal proceedings and other - i) 25,542 25,730
Dismantling and removal of assets - ii) 24,241 25,755
Contingent liabilities - iii) 22,908 24,061
Miscellaneous contingencies 2,559 1,747
Transformation and restructuring plan (Note 38) 8,617 8,542

i) As at 31 March 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.

Ongoing legal proceedings and other 30,345 697 (430) - (1,071) 29,541
Dismantling and removal of assets 22,254 304 - - (7) 22,551
Contingent liabilities 22,908 - - - - 22,908
Contingencies - other 4,647 512 - - (788) 4,371

In the quarter ended 31 March 2024, the movements in provisions were as follows:

In the quarter ended 31 March 2025, the movements recorded under provisions were as follows:

Ongoing legal proceedings and other 25,542 630 (220) - (222) 25,730
Dismantling and removal of assets 24,241 273 - - 1,241 25,755
Contingent liabilities 22,908 - - 1,153 - 24,061
Contingencies - other 2,559 119 - 66 (997) 1,747
Transformation and restructuring plan
(Note 38)
8,617 317 (75) - (317) 8,542

During the quarters ended 31 March 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 quarters ended 31 March 2024 and 2025, reflected in the income statement under Provisions, are broken down as follows:

Provisions and adjustments (Note 36) 163 305
Other losses / (gains) non-recurrent (Note 38) 512 360
Interest - Dismantling 304 273
Other 104 106

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

Contractual rights 42,109 42,110
Fixed assets suppliers 24,851 14,323
Contractual rights 2,888 3,162
Advances from customers 194 171
Advances on investment subsidies 2,225 712
Others 4,928 8,288

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 31 March 2025, accounts payable to suppliers and other entities, amounting to €198 million (31 December 2024: €190 million), correspond to amounts payable arising from the company's operating activity.

The increase in this item was essentially due to the consolidation of the accounts payable of the acquired Claranet Group, in the amount of €22.4 million (Note 4).

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 31 March 2025, the amount of outstanding obligations that the Company has delivered to banks is as follows:

Accounts payable (Note 26 and 27)
72,978
52,447
Anticipated by suppliers
39,273
25,084

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

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

Invoices to be issued by operators i) 54,632 58,483
Holidays, holiday pay and other personnel costs 25,313 31,076
Investment in tangible fixed assets and intangible assets 19,740 23,195
Advertising 18,915 21,925
Professional services 18,161 19,497
Costs related to specific projects of corporate customers 13,643 16,832
Content and film rights 15,857 12,456
Programming services 13,128 12,423
Fees (Anacom + Cinema Law) 7,403 7,507
Energy and water 8,385 7,034
Commissions 5,891 6,940
Maintenance and repair 3,126 4,349
Costs of collection actions 4,143 4,210
Other accruals 11,159 16,680

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

The increase in this item was partly due to the consolidation of the accrued expenses of the acquired Group Claranet, in the amount of €10.5 million (Note 4).

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

Advance billing 46,517 - 57,129 -

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.

The increase in this item was essentially due to the consolidation of deferred income from the acquired Claranet Group, In the amount of €9.8 million (Note 4).

Consolidated operating revenue for the quarters ended 31 March 2024 and 2025 break down as follows:

Revenue from communications and IT services i)
344,286
351,875
Revenue from cinema distribution and exhibition ii)
10,068
10,232
Advertising revenue iii)
5,061
5,790
Distribution of content and channels iv)
6,182
6,164
Other
3,648
7,584
Telco and IT v)
22,423
27,176
Audiovisuals and cinema exhibition vi)
3,454
3,493
Telco and IT
7,986
8,789
Audiovisuals and cinema exhibition
180
266

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 essentially includes: (a) box office revenue at NOS cinemas and (b) revenue from the distribution of films to other cinema exhibitors in Portugal.
  • iii. This item includes advertising revenue from television channels and NOS cinemas.
  • iv. This item includes revenue related to the production of audiovisual content, through the compilation of acquired content, and the distribution of channels, essentially TVCines.
  • v. This item essentially includes revenue from the sale of terminal equipment, telephones and mobile phones.
  • vi. This item essentially includes the sale of NOS Cinemas bar products.

During the quarter ended 31 March 2025, consolidated revenues totalled €421 million (31 December 2024: €1,696 million), recording year-on-year growth of 4.5%, with a strong contribution from the telco segment, and a positive performance in the audiovisual segment (cinema exhibition and audiovisuals business).

Telco and IT segment

In the quarter ended 31 March 2025, the Telco and IT segment maintained its growth trajectory, recording a year-on-year increase of 4.6% to Euro 406.7 million, driven largely by the high volume of resale revenues in

the Corporate segment, but also by growth in the Consumer and Wholesale and Other segments. Excluding the impact of these resale revenues, revenue would increase by 2.7% :

  • in the consumption segment, made up of services provided to families and individuals, revenues increased by 1.4% year-on-year;
  • In the corporate segment, revenues grew by 13.3%, with particular emphasis on growth in the area of large corporate clients;
  • In the wholesale & other segment, revenues increased by 9.1%.

Audiovisual Segment

In the cinema exhibition and audiovisuals segment, revenues increased by 1.5%:

  • In the cinema exhibition business, the number of tickets sold fell by 4.2%, leading to a 2.2% drop in revenue;
  • In the audiovisuals segment, revenues grew by 15.2%, 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 quarters ended 31 March 2024 and 2025, this item was broken down as follows:

Remuneration 17,248 17,148
Social taxes 4,738 4,778
Social benefits 546 632
Other 146 164

In the quarters ended 31 March 2024 and 2025, the average number of employees of the companies included in the consolidation was 2,449 and 2. 690, respectively. As at 31 March 2024 and 2025, the number of employees of the companies included in the consolidation was 2,458 and 3,284, respectively. As at 31 March 2025, the number of includes 932 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 quarters ended 31 March 2024 and 2025, this item was broken down as follows:

Exhibition costs 43,811 47,874
Costs related to services to large corporate customers 18,553 19,450
Telecommunications costs - traffic 16,083 16,310
Telecoms costs - capacity 5,396 6,162
Shared advertising revenues 3,299 3,755

In the quarters ended 31 March 2024 and 2025, this item was broken down as follows:

Cost of products sold
21,405
25,643
Increases / (decreases) in impairment of inventories (Note 17)
1,400
192

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

In the quarters ended 31 March 2024 and 2025, these items were broken down as follows:

Administrative and other support 10,511 11,746
Call centres and customer support 7,952 7,159
Information systems 4,120 2,389
Maintenance and repair 12,118 13,444
Electricity 7,790 8,664
Leasing of ducts and poles 6,494 6,820
Professional services 2,324 1,883
Installation, assembly and equipment rental 1,652 1,219
Travel and accommodation 875 755
Communication 674 538
Other supplies and external services 8,877 8,513

In the quarters ended 31 March 2024 and 2025, this item was broken down as follows:

Provisions (Note 25)
163
305
Expected credit losses - customers (Note 18)
3,230
5,218
Expected credit losses - other (Note 12)
48
-
Other
-
3

In the quarters ended 31 March 2024 and 2025, this item was broken down as follows:

Buildings and other constructions
1,795
2,326
Basic equipment
36,917
39,743
Tools and utensils
55
58
Administrative equipment
868
860
Other tangible fixed assets
109
133
Industrial property and other rights
40,639
36,258
Costs of contracts with customers
24,652
24,799
Rights of use
17,290
19,504
Investment property
3
3

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 €4.5 million in the amount of Depreciation, amortisation and impairment losses (Tangible assets).

In the quarters ended 31 March 2024 and 2025, restructuring costs are broken down as follows:

Personnel compensation (Notes 25 and 32) 512 118
Transformation and restructuring plan (Note 25) - 242
Other 5 12

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 quarter ended 31 March 2025, NOS recognised an additional provision of €242 thousand and paid, approximately, €317 thousand (Note 25).

In the quarters ended 31 March 2024 and 2025, Other non-recurring losses / (gains) are broken down as follows:

Legal proceedings
31,700
5,496
Other
317
1,511

In the quarter ended 31 March 2025, an income of €5.5 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 quarters ended 31 March 2024 and 2025, this item was broken down as follows:

Sport TV - (5,139)
Finstar (1,981) (3,427)
Mstar (301) (626)
Dreamia (143) (38)
Other (271) (119)

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

In the quarters ended 31 March 2024 and 2025, Financing costs and other net financial expenses / (income) are broken down as follows:

Borrowings
11,356
7,058
Finance leases
8,254
8,170
Other
3,007
941
Interest on late payments
(952)
(876)
Derivatives
(1,169)
(609)
Other
(148)
(220)
Commissions and guarantees
733
710
Other
238
209

In the quarters ended 31 March 2024 and 2025, Earnings per share were calculated as follows:

Consolidated net income from continuing operations attributable to shareholders 67,844 59,006
No. of ordinary shares outstanding during the year (weighted average) 508,962,651 509,323,559
Basic earnings per share - euros 0.13 0.12
Diluted earnings per share - euros 0.13 0.12

In the quarters 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 31 March 2025, the Group has guarantees in favour of third parties corresponding to the following situations:

Tax authorities i. 35,675 32,921
Other ii. 16,806 28,474
  • i. As at 31 December 2023 and 31 March 2024, 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. As at 31 December 2023 and 31 March 2024, 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).

During the first quarter of 2015, 2016, 2017 and 2018, and following the settlement notes to CLSU 2007- 2009, 2010-2011, 2012-2013 and 2014, respectively, NOS set up guarantees in favour of the Universal Service Compensation Fund in the amount of €23.6 million, €16.7 million, €17.5 million and €3.0 million, respectively, in order to prevent the introduction of tax enforcement proceedings in order to enforce recovery of the amounts paid.

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 67% 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 17% 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; e,
  • 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* 113.9 250.2
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
63.2 138.8
* 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 March 2025 and the transactions that took place in the quarters ended 31 March 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 quarter ended 31 March 2024

Sport TV
(
1
)
13
,827
16
,885
-
Finstar
- Socied. Investim. Part. S.A.
2
,351
- -
Dreamia Servicios de Televisión, S.L. - - 24
Dreamia, Serv. de Televisão, S.A. 1
,197
(44) -
Upstar Comunicações, S.A. 7 29 -
Dualgrid
- Gestão de redes partilhadas, S.A.
- 76 -
Bright City S.A. 1 158 2
Banco Bic Português, S.A. (2) 476 - -
Cascais Shopping Centre, S.A. 3 244 -
Colombo Shopping Centre, S.A. 5 581 -
Vasco da Gama Shopping Centre, S.A. 4 256 -
Continente Hipermercados, S.A. 123 8 -
Gaiashopping I Shopping Centre, S.A. 3 173 -
Modelo Continente Hipermercados, S.A. 1
,380
28 -
Norteshopping Shopping Centre, S.A. 4 412 -
Pharmacontinente
- Saúde e Higiene, S.A.
101 13 -
Universo IME, S.A. 144 - -
Sierra Portugal, S.A. 415 18 -
Solinca Classic, S.A. 113 - -
MC Shared Services, S.A. 1
,182
- -
The Editory Collections Hotel, S.A. 123 - -
Worten
- Equipamento para o Lar, S.A.
1
,314
149 -
Other related parties 896 399 -

Sport TV(1) 25
,779
13
,678
-
Finstar
- Socied. Investim. Part. S.A.
12
,118
2
,063
-
Dreamia, Serv. de Televisão, S.A. 1
,606
524 -
Dreamia Servicios de Televisión, S.L. 37 - 3
,433
Dualgrid
- Gestão de redes partilhadas, S.A.
- - -
Upstar Comunicações, S.A. 4 20 -
BrightCity, S.A. 1 - -
Colombo Shopping Centre, S.A. 169 29 -
Vasco da Gama Shopping Centre, S.A. 100 61 -
Continente Hipermercados, S.A. 119 1 -
Gaiashopping Shopping Centre, S.A. 11 (141)
Modelo Continente Hipermercados, S.A. 1
,725
31 -
Norteshopping Shopping Centre, S.A. 146 129 -
Universo, IME, S.A. 148 - -
Sierra Portugal, S.A. 448 2 -
Solinca Classic, S.A. 110 - -
MC Shared Services, S.A. 590 123 -
Worten
- Equipamento para o Lar, S.A.
2
,934
1
,040
-
Other related parties 1
,217
(4) -

Transactions during the quarter ended 31 March 2025

Sport TV( 1) 16,086 19,693 -
Finstar - Socied. Investim. Part. S.A. 2,723 - -
Dreamia Servicios de Televisión, S.L. 959 (82) -
Dreamia, Serv. de Televisão, S.A. - - 38
Upstar Comunicações, S.A. 17 29 -
Dualgrid - Gestão de redes partilhadas, S.A. 1 51 -
BrightCity, S.A. 2 - 3
Cascaishopping Shopping Centre, S.A. 3 112 -
Colombo Shopping Centre, S.A. 6 350 -
Vasco da Gama Shopping Centre, S.A. 4 148 -
Continente Hipermercados, S.A. 108 8 -
Modelo Continente Hipermercados, S.A. 1,418 51 -
Norteshopping Shopping Centre, S.A. 4 228 -
Universo, IME, S.A. 158 - -
Sierra Portugal, S.A. 402 6 -
Solinca Classic, S.A. 127 - -
Sonae Arauco Portugal, S.A. 156 - -
MC Shared Services, S.A. 624 - -
The Editory Collections Hotel, S.A. 126 - -
Worten - Equipamento para o Lar, S.A. 2,207 322 -
Other related parties 735 362 -

( 1) The amount relating to Sales and Services Rendered includes, in the quarter ended 31 March 2025, around €15 million (31 March 2024: €13 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 into 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-to-day 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 acts of assessment of the Annual Activity Fee (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. In the objections, they invoke 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 with legal proceedings brought against it (including these same objections to the activity fee) and ii) that only revenues relating to the electronic communications activity itself can be taken into account for the purposes of applying the percentage and calculating the fee to be paid, and that revenues from television content should not be taken into account. Judgements have been handed down in more than three dozen cases on the 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 several dozen separate cases that have since become final, that Ordinance 1473-B/2008 of 17 December, which regulates the determination of fees due for the exercise of the activity of provider of electronic communications networks and services, is unconstitutional, and 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. By ruling of 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 quarter ended 31 March 2025, NOS recognised income of €38.5 million, €78.1 million and €5.5 million, respectively (Note 39), corresponding to the amount relating to the 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 concertation, 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. On 15 December 2021, NOS was notified by the AdC of a notice of unlawfulness (accusation) concerning practices related to the advertising service in automatic recordings, in which it accuses NOS, other operators and a consultant of concerted behaviour in the advertising market in 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 eliminated, 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 the 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 demonstrate the various arguments in favour of its defence.

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 the 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 value of the outstanding notices, plus interest and charges, amounts to €39 million. These notices have been contested and the respective legal proceedings are underway.

Based on the opinions received from the attorneys in 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. The Lisbon Court of Appeal, in the first quarter of 2018, confirmed the decision handed down by the Court of First Instance, except with regard to interest, in which it upheld 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 possibility of requesting 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 asked 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, and 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 lower 's order 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.

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 of 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, taking into account 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. It is the opinion of the Board of Directors, supported by the lawyers following the case, that there is a good chance,

formally and substantively that NOS SA will be able to win the case, not least because MEO has already been condemned for the same offences by ANACOM

In March 2018, NOS was notified of a legal action brought by DECO against NOS, MEO and NOWO, seeking a declaration that the obligation to pay the price increases imposed on customers at the end of 2016 was null and void. In April and May 2018, the operators, including NOS, filed a defence. The claim was set at €60,000. Following the discussion and trial sessions in 2022, NOS filed an appeal against the court decision that dismissed the production of testimonial evidence, which was upheld by the Lisbon Court of Appeal. Trial sessions were held in June and September 2024, followed by the closing arguments phase. The case has since been adjourned at the request of the parties. The Board of Directors considers that the arguments put forward by the plaintiff are unfounded, which is why it is believed that the outcome of the case should not have a significant impact on 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 makes 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 asking for (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 return 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, invoking Citizens Voice's illegitimacy to file the action, namely because of the existence of a profit interest, and furthermore defending the lawfulness of the practice and its transparency and clarity for its customers. The Court has notified the parties that it will rule on the NOS's allegations regarding illegitimacy, pointing out that the case may end if the issues raised by the NOS are upheld. 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.

As at 30 June 2024, there were outstanding balances with national operators, recorded under Accounts receivable - trade and Accounts payable - trade, in the amounts of €37,139,253 and €43,475,093, respectively, resulting from a dispute between NOS SA and, essentially, MEO - Serviços de Comunicações e Multimédia, S.A. (formerly TMN-Telecomunicações Móveis Nacionais, S.A.), relating to the undefined interconnection prices for 2001. In the part of this dispute with MEO that was before the courts, the outcome was entirely favourable to NOS SA and has become final. In March 2021, MEO filed a new lawsuit against NOS, claiming that the price of interconnection services between TMN and Optimus for 2001 should be set at 55\$00 (€0.2743) per minute. After NOS filed a defence challenging MEO's claim, NOS was acquitted by court decision. MEO appealed this decision to the Court of Appeal, the Supreme Court of Justice and, later, the Constitutional Court. In May 2024, MEO's appeal was rejected and the decision not to admit it was confirmed. As the process was concluded, in the quarter ended 30 June 2024, NOS derecognised these outstanding balances, generating a gain recognised under Other non-recurring costs / (gains), net, in the amount of €8.6 million.

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 31 March 2025, the open share allocation plans are as follows:

Plan 2023 1,100,932
Plan 2024 1,244,271

During the quarter ended 31 March 2025, the movements under the Plans are detailed as follows:

Awarded - - - -
Vested (892,394) (10,929) (12,065) (915,388)
Cancelled/Extinguished/Corrected (1) (350,225) (1,014) (1,140) (352,379)

(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 31 March 2025, the outstanding liability relating to these plans is €4,114 thousand and is fully recorded under Reserves.

The costs recognised over the previous years and in the quarter ended 31 March 2025, and the respective liability, are as follows:

Costs recognised in previous years for plans open as at 31 December 7,304
Costs of plans in the period (vested) (3,386)
Costs of cash-settled plans (1,393)
Costs recognised in the period and other 1,589

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 right to vote and the right to receive dividends, the latter of which must be deposited with Caixa Geral de Depósitos, S.A. to 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.

The General Meeting held on 11 April 2025 approved the Board of Directors' proposal to pay an ordinary dividend per share of Euro 0.35 and an extraordinary dividend of Euro 0.05, totalling €206,065 thousand. The dividends were paid on 24 April 2025.

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 31 March 2024, the companies were owned by NOS SGPS
  • (f) As at 31 March 2024, the companies were owned by NOS SGPS and NOS Audiovisuais
  • (g) As at 31 March 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 31 March 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%
MindProber Braga The company aims to measure the emotional impact that multimedia content has on
consumers through wearables that monitor biometric data such as sweat or 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 - Centro de Engenharia e Desenvolvimento, giving it a 16.2% stake.
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.
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 31 March 2025 (that presents a total of 3,557,106 thousand euros and total equity excluding non-controlling interests of 1,136,873 thousand euros, including a consolidated net profit excluding non-controlling interests of 59,006 thousand euros), the condensed consolidated statements of income by nature, comprehensive income, changes in equity and cash flows for the three-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., a Portuguese private limited company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

KPMG & Associados – Sociedade de Revisores Oficiais de Contas, S.A. Capital Social: 3.916.000 Euros – Pessoa Colectiva Nº PT 502 161 078 – Inscrito na O.R.O.C. Nº 189 – Inscrito na C.M.V.M. Nº 20161489 Matriculada na Conservatória do Registo Comercial de Lisboa sob o Nº PT 502 161 078

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 31 March 2025, are not prepared, in all material respects, in accordance with the IAS 34 – Interim Financial Reporting as adopted by the European Union.

6 May 2025

SIGNED ON THE ORIGINAL

KPMG & Associados Sociedade de Revisores Oficiais de Contas, S.A. (no. 189 and registered at CMVM with the no. 20161489) represented by Pedro Jorge Quental e Cruz (ROC no. 1765 and registered at CMVM with the no. 20161607)

RUA ACTOR ANTÓNIO SILVA, Nº 9, CAMPO GRANDE, 1600-404 LISBOA www.nos.pt/ir

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