CONSOLIDATED
REPORT AND ACCOUNTS




First Semester 2023
TÍTULO DA APRESENTAÇÃO | 25.05.2015




PHAROL, SGPS S.A. – FIRST HALF 2023


■ PHAROL's net result in the first half of 2023 was negative by 1 million Euros, justified
by: 1) recurring operating costs of 1.3 million Euros, partially offset by gains from 2)
revaluation at fair value of financial assets treasury costs of 282 thousand euros, and
3) net interest of 53 thousand euros;

■ In the first half of 2023, PHAROL sold another part of Oi's stake, culminating in a final
stake of 0.18% in Oi (excluding treasury shares).

■ PHAROL's equity ended the semester with a value of 68.2 million Euros - a reduction
of 1.53 million Euros compared to December 2022 -, reflecting (1) the negative result
generated in the first half of 2023 in the amount of 1.02 million Euros, and (2) the
depreciation of the stake in Oi by 3.86 million Euros, partially offset by the sale of
shares in the amount of 3.2 million Euros and by exchange rate variations of 0.15
million Euros .




MESSAGE FROM CEO
Luís Palha da Silva

“The most recent developments recorded by our subsidiary Oi,
especially with the request made for a new Judicial Recovery process
and some delay in negotiations with Creditors, fully justify the option Highlights
taken with great prudence in the management of Pharol's share
portfolio in that company. Accordingly, Pharol reduced its stake over
the course of the semester, now holding just 0.18% of Oi's capital. PHAROL
This did not, however, prevent it from closely monitoring the
evolution of the company, whether in its operational activity or in (Euro million) 1H23 1H22
institutional aspects, and even having played a relevant role in
decisions taken at its General Meeting.
Recurrent EBITDA
(1.33) (1.15)
With this change in the composition of its assets, Pharol reinforced
its attention in monitoring its different credit recovery processes on
Net Income (1.0) (1.2)
Rio Forte in bankruptcy proceedings, in active treasury management
- reinforced by the sale of its stake in Oi - and in plans to continue
(Euro million) Jun23 2022
reducing operating costs.
Assets 86.1 86.9
With regard to the recovery of the Rio Forte credit - which includes
the credit claim itself and the timely requests for compensation Liabilities 17.9 17.1
presented following decisions taken by the General Shareholders'
Meeting - the priority has been, and will continue to be, in the short Equity 68.2 69.7
and medium term , that of trying, whenever possible, to speed up
relevant legal proceedings in Luxembourg and Portugal, which have
been marked by painful slowness in recent years.

In treasury management, the investment policy was reviewed, with
the intention of, while maintaining high prudence in decisions, to
obtain higher remunerations than in the past and in line with the
most recent evolution registered in the capital markets. It is Contacts
expected that the results of these new guidelines, with more Luís Sousa de Macedo
medium-term bets, will become visible in the coming semesters. Investor Relations
Tel: +351 212 697 698 - Fax: +351
Finally, the concentration of priorities will require new cost
212 697 949
reductions and Pharol will assume this responsibility before its
E-mail: ir@pharol.pt
Shareholders.
PHAROL, SGPS S.A.




CONSOLIDATED REPORT AND ACCOUNTS

FIRST HALF OF 2023
INDEX



01. FINANCIAL REVIEW 3

02. MAIN EVENTS 6

03. MAIN RISKS AND UNCERTAINTIES 9

04. QUALIFYING HOLDINGS 11

05. STRATEGIC PROFILE AND FUTURE OUTLOOK 13

06. STATEMENT BY THE BOARD OF DIRECTORS 14

07. CONSOLIDATED FINANCIAL STATEMENTS 16




The names "PHAROL", "PHAROL Group", "Group" and "Company" refer to all

companies that make up PHAROL, SGPS S.A. or any of them, depending on the

context.




Consolidated Report and Accounts │ First Half of 2023 2
01. FINANCIAL REVIEW

CONSOLIDATED RESULTS


As of June 30, 2023, PHAROL held as main assets (1) the debt instruments of Rio Forte Investments S.A.
("Rio Forte") with a nominal value of 897 million Euros and currently valued at 51.9 million euros, (2) the
investment in the portfolios of shares and bonds in the amount of 9.9 million Euros and (3) 1,092,584
common shares of Oi S.A. ("Oi"), representing 0.18% of Oi's total share capital (excluding treasury shares),
with a value of 217 thousand Euros.

Debt instruments of Rio Forte, whose bankruptcy process started in December 2014 is still ongoing in the
Luxembourg courts, remain valued at the recovery value of 5.79% of it nominal value and amount to 51.9
million euros. During the first half of 2023, there were no relevant occurrences that would justify a review
of its recovery value.

There are also, following the investment made in Rio Forte, other proceedings open against the former
Directors and the former External Auditor that are ongoing in Portuguese instances.

The investment portfolios that Pharol subscribed in August 2022 are made up of investment in financial
assets that mainly include groups of assets of bonds and shares of listed companies. In June 2023, the
global value of these portfolios amounted to 9.972 million Euros, an increase of 282 thousand Euros
compared to December 2022.

On December 31, 2014, following Oi's capital increase on 5 May 2014, PHAROL held an effective 39.7%
stake in Oi, including a stake that was classified as non-current asset held for sale, following the exchange
contract ("Exchange") concluded with Oi on September 8, 2014 and executed on March 30, 2015, and the
remaining interest of 22.8% that was classified as an investment in joint and associated ventures and
consequently recognized according to the equity method.

After the execution of the Exchange, PHAROL now has an effective stake of 27.48% in Oi, corresponding to
the aforementioned 22.8% stake, plus 4.7% resulting from the reduction in the number of outstanding
shares of Oi.

On October 8, 2015, following the approval of the voluntary conversion of preferred shares into common
shares issued by Oi, PHAROL began to hold, directly and indirectly through 100% owned subsidiaries,
183,662,204 common shares of Oi, representing 27.18% of Oi's total share capital (excluding treasury
shares). PHAROL's voting rights in Oi were limited to 15% of total common shares.

On June 20, 2016, Oi entered into the Judicial Recovery process, and in December 2017 a Judicial Recovery
Plan was approved for Oi.

On July 20, 2018, after the approval of the capital increase through the conversion of debt into shares,
foreseen in the Judicial Recovery Plan, Oi went from 825,760,902 shares to a total of 2,340,060,505 shares
representing the share capital, resulting in a dilution of PHAROL's stake in Oi to less than 8%.




Consolidated Report and Accounts │ First Half of 2023 3
On January 9, 2019, as part of the capital increase by Entry of New Resources, Oi went from 2,340,060,505
shares to a total of 5,954,205,001 shares representing its share capital, with a dilution of PHAROL's stake
in Oi to less than 4%, even though it partially monitored the capital increase.

On 2 April 2019, with the approval of an agreement between PHAROL and Oi S.A. on 8 January 2019, in
which Oi undertook to compensate PHAROL for damages suffered through Oi shares and financial resources
for the acquisition of Oi shares subscribed to the aforementioned capital increase, PHAROL now held a 5.51%
stake in Oi's share capital.

During 2020, PHAROL promoted the sale of all oi preferred shares and a small portion of common shares,
resulting in a final stake of 5.37% of Oi's share capital. In 2021, after reselling a portion of Oi's common
shares, PHAROL held a 5.38% position of Oi (without treasury shares).

In 2022, PHAROL started to implement its asset rotation strategy, having sold part of its Oi shares and
reduced its stake to 2.2% of Oi (without treasury shares).

In the first half of 2023, PHAROL sold another part of Oi's stake, culminating in a final stake of 0.18% in Oi
(without treasury shares), which led to an increase in the net amount available in treasury of 2.6 million
Euros.

Consolidated net income in the first half of 2023 represents a loss of 1.02 million Euros and essentially
reflects operating costs.


CONSOLIDATED INCOME STATEMENT



Euro million
1H23 1H22

Wages and salaries 0.47 0.49
Supplies, external services and other expenses 0.74 0.59
Indirect taxes 0.11 0.07
Loss before financial results and taxes (1.33) (1.15)
Depreciations 0.02 0.03
Earnings before interest and taxes (1.35) (1.18)
Net other gains 0.08 (0.00)
Loss before financial results and taxes (1.43) (1.18)
Net interest income (0.05) (0.00)
Net losses on financial assets and other investments (0.28) -
Net other financial losses (gains) (0.08) 0.02
Loss before taxes (1.01) (1.20)
Income taxes 0.01 0.01
Attributable to equity holders of PHAROL, SGPS S.A. (1.02) (1.21)


Consolidated operating costs amounted to 1.33 million Euros in the first half of 2023 compared to 1.15
million Euros in the first half of 2022, due almost exclusively to increased costs with legal fees in
Luxembourg.

Also in the first half of 2023, net interest amounted to 53 thousand Euros, gains on financial assets amounted
to 282 thousand Euros and other financial gains amounted to 82 thousand Euros and mainly include
exchange rate gains.



Consolidated Report and Accounts │ First Half of 2023 4
The net result attributable to PHAROL shareholders in the first half of 2023, therefore, was negative by 1.02
million Euros, which compares with a loss of 1.21 million Euros in the same period of 2022.




CONSOLIDATED STATEMENT OF FINANCIAL POSITION


Consolidated Statement of Financial Position

Euro million
30 jun 23 31 dec 22

ASSETS
C ash and cash equivalents 23.53 20.96
Accounts receivable 0.35 0.16
Tangible assets 0.05 0.07
Taxes receivable 0.06 0.06
Financials assets 10.19 13.80
Other non-current assets 51.91 51.82
Total assets 86.10 86.88
LIABILITIES
Short-term debt 0.06 0.07
Accounts payable 0.42 0.19
Accrued expenses 0.60 0.46
Taxes payable 0.16 0.13
Provisions 0.08 0.00
Other liabilities 16.60 16.30
Total liabilities 17.90 17.15
Total equity 68.20 69.73
Total liabilities and shareholders' equity 86.10 86.88


The cash position, net of any liabilities, is 6.04 million Euros at 30 June 2023 and 4.03 million Euros at 31
December 2022.

Financial assets include PHAROL's effective investment in Oi, of 0.18% (217 thousand Euros) on June 30,
2023 and 2.2% (3.9 million Euros) on December 31, 2022, and a portfolio of investments in shares and
bonds in the amount of Euros 9.97 million on June 30, 2023 and of Euros 9.68 million on December 31 de
2022. Financial assets are all accounted for at market value.

“Other non-current assets”, in the amount of 51.91 million Euros, essentially correspond to the best estimate
of the fair values receivable relating to debt instruments issued by Rio Forte, whose nominal value amounts
to 897 million Euros, possibly increased by indemnity amounts.

Equity amounts to 68.20 million Euros as at 30 June 2023, compared to 69.73 million Euros as at 31
December 2022, a decrease of 1.53 million Euros, essentially reflecting (1) the negative result generated in
the first half of 2023 in the amount of 1.02 million Euros, and (2) the devaluation of the stake in Oi by 3.86
million Euros partially offset by the sale of shares in the amount of 3.2 million Euros and by exchange rate
variations of 0.15 million Euros.




Consolidated Report and Accounts │ First Half of 2023 5
02. MAIN EVENTS

Below we list the events that occurred between January 1 and July 28, 2023, which can be analyzed in more
detail and are published in full on the PHAROL website (www.pharol.pt).


QUALIFYING PARTICIPATIONS AT PHAROL



The main changes in PHAROL's qualifying holdings were as follows:

Apr 20, 2023 | Novo Banco, S.A. reported that it has sold 85,665,125 shares, representing 9.56% of
PHAROL's share capital and voting rights.

Apr 20, 2023 | Burlington Loan Management DAC said it purchased 85,665,125 shares, representing 9.56%
of PHAROL's share capital and voting rights.




PHAROL CORPORATE EVENTS



Mar 31, 2023 | PHAROL informed that the General Meeting of PHAROL was held where it was decided by
the Shareholders to approve:

POINT ONE: The management report, balance sheet and individual accounts for the financial year 2022;

POINT TWO: The management report, balance sheet and consolidated accounts for the financial year
2022;

POINT THREE: The proposal to apply results;

POINT FOUR: The general assessment of the management and supervision of the COMPANY;

POINT FIVE: The acquisition and disposal of own shares;

POINT SIX: The statement of the Remuneration Committee on the remuneration policy of the members
of the management and supervisory bodies of the COMPANY.

Apr 20, 2023 | PHAROL announced that Ana Cristina Ferreira Dias resigned, on April 20, 2023, from her
position as a non-executive member of the Board of Directors of PHAROL.




OTHER RELEVANT PHAROL EVENTS


Below we list other relevant PHAROL events:

Feb 9, 2022 | PHAROL reported on disclosure of the Report of judicial administrators in the insolvency
proceedings of Rio Forte (Rapport nº23 des Curateurs), for December 31, 2022, available on
www.espiritosantoinsolvencies.lu




Consolidated Report and Accounts │ First Half of 2023 6
May 11 and 12, 2023 | PHAROL reported that it was notified by the Tax Authority of Settlement Notes and
Statement of Accounts, for the fiscal years 2006 and 2007, in execution of a decision rendered in a judicial
challenge process, with favorable outcomes to PHAROL's claim.

In this way, the value of potential tax contingencies for PHAROL, reduces from about 390M€ at 31 December
2022 to about 206M€ at the date (already considering any interest on late payment of the processes).

Jun 19, 2023 | PHAROL reported on the release of the Report of the Judicial Administrators in the insolvency
proceedings of Rio Forte (Rapport No. 24 des Curateurs), for April 30, 2023, available on
www.espiritosantoinsolvencies.lu




RELEVANT EVENTS OI

Below we list other relevant events of Oi:

Jan 5, 2023 | Oi informed that it has become aware that the General Superintendence of the Administrative
Council for the Defense of Competition (CADE) published, on this date, Order SG No. 17/2023, approving
the sale of shares representing the entire share capital of Lemvig RJ Infraestrutura e Redes de
Telecomunicações S.A. ("SPE Torres 2") to NK 108 Empreendimentos e Participações S.A. ("NK 108" and
"Operation"), with no restrictions.

Jan 6, 2023 | Oi provided information related to the grouping of all common and preferred shares of
issuance of the Company ("Grouping").

Jan 26, 2023 | Oi informed that it has become aware of a request made by the shareholders Tempo Capital
Principal Fundo de Investimento em Ações, Victor Adler and VIC DTVM S/A ("Applicants"), holders of more
than 1% of the Company's share capital, in which they submitted a request to convene, within 8 days, an
Extraordinary General Meeting of the Company to resolve on the following matters: "I. Reform of Article 22
of the Company's Bylaws, to reduce the number of members of the Board of Directors to 7 (seven) to 9
(nine) full members; II. Dismissal from the Company's Board of Directors; III. In case of approval of item
(II) above, the election of the members of the Board of Directors, with a unified term of office of 2 (two
years) from the election."

Feb 2, 2023 | Oi informed that the Company and its subsidiaries Portugal Telecom International Finance
B.V. and Oi Brasil Holdings Coöperatief U.A. have requested the Court of the 7th Business Court of the
District of the Capital of the State of Rio de Janeiro ("Court"), in the context of discussions and dealings with
Oi's creditors involving a potential renegotiation of certain debts of the Company, the request for urgent
injunctive relief, in secrecy of justice, as is customary in requests such as this, to suspend the enforceability
of certain obligations assumed by the Company, aiming at the protection of its cash, and, consequently, the
continuity of negotiations with its creditors in a balanced and transparent manner.

Feb 3, 2023 | Oi informed that on this date, the Court of the 7th Business Court of the District of the Capital
of the State of Rio de Janeiro ("Court") granted the requests made by the Company and its subsidiaries
Portugal Telecom International Finance B.V. – In Judicial Reorganization and Oi Brasil Holdings Coöperatief
U.A. – In Judicial Reorganization ("Applicants") in an action filed for emergency injunctive relief ("Emergency
Protection").



Consolidated Report and Accounts │ First Half of 2023 7
Feb 14, 2023 | Oi informed that on February 13, 2023, the United States Bankruptcy Court granted the
requests made by the Plaintiffs in proceedings seeking the grant of emergency relief under Chapter 15 of
the United States Bankruptcy Code currently pending before the 7th Business Court of the Court of Justice
of the State of Rio de Janeiro ("Precautionary Proceeding"), to, among others, suspend the
execution/enforceability of certain obligations assumed by the Applicants.

Feb 23, 2023 | Oi informed that it became aware that Anatel granted prior consent, which constitutes one
of the conditions precedent for the implementation of the sale of shares representing the entire share capital
of Lemvig RJ Infraestrutura e Redes de Telecomunicações S.A., holder of part of the infrastructure of
reversible and non-reversible towers of the Oi Group to NK 108 Empreendimentos e Participações S.A., with
replacement, by contract, of this infrastructure of reversible towers by goods of third parties.

Mar 2, 2023 | Oi informed that it filed on March 1, 2023 the request for judicial reorganization before the
7th Business Court of the District of the Capital of the State of Rio de Janeiro, on an urgent basis and ad
referendum of the Company's General Meeting.

Mar 2, 2023 | Oi reported that it has reached an agreement with a group of creditors representing the
majority on the main business terms and conditions for the restructuring of certain debts of the Company
and a long-term financing to be granted to support the ongoing operations ("Restructuring Proposal"). The
Company believes that the Restructuring Proposal will comprehensively improve its balance sheet and
provide long-term value to all of its stakeholders.

Mar 17, 2023 | Oi informed the Court of the 7th Business Court of the District of the Capital of the State
of Rio de Janeiro ("Judgment of RJ") granted the processing of the request for judicial reorganization of the
Company and its subsidiaries Portugal Telecom International Finance B.V. and Oi Brasil Holdings Coöperatief
U.A.




Consolidated Report and Accounts │ First Half of 2023 8
03. MAIN RISKS AND UNCERTAINTIES

The risk factors and events described below may adversely or significantly affect PHAROL's financial position
and, as a result, cause a decrease or increase in the market price of common shares.



Macro
Sub-Risk Description
Risk



PHAROL's current stake in Oi, which now stands at 0.18% of its
share capital, reduces the impact of the risks, reported in
previous analyses, arising from Oi's financial and operational
Oi Performance performance and the performance of the Brazilian economy.
However, since the individual participation is more relevant
than that of PHAROL, this risk is nevertheless included in this
chapter.

Economic
Risk
PHAROL is subject to the potential economic shocks that a
pandemic, war or other externality of global dimension may
COVID-19/Ukraine War cause in the economies in which the COMPANY operates, and
may have a direct effect on the market value of the assets in
which PHAROL has a stake.


PHAROL is exposed daily to security risks, including the
Information Security
availability, integrity and confidentiality of information.


The exchange rate risks are essentially related to PHAROL's
investments in Oi (Brazil). Any exchange rate variations in the
real against the euro affect the valuation of the shares held by
Foreign exchange PHAROL and the operation of the subsidiary in that country,
thus reflecting in the results and in PHAROL's own equity
situation. The Company's policy is not to cover the value of the
financial investment.


Interest rate risks are mainly related to the costs incurred and
obtained in debt and in financial investments at variable
interest rates. PHAROL is indirectly exposed to these risks in
Interest rates Brazil. It should be noted that PHAROL has no bank
Financial indebtedness as of June 30, 2023.As market interest rates also
Risk affect the discount rates used for the purposes of impairment
tests on the entity's various assets.


PHAROL is essentially subject to credit risk in its treasury
investments. With the aim of mitigating risks, the Board of
Directors defined, in July 2014, a policy for treasury
investments, this policy having already been reviewed in 2019,
Treasury Investments -
and later in 2022. As of the second half of 2022, PHAROL it also
Credit and Liquidity
became exposed to other price risks, ie the risk of fluctuations
in the fair value of the financial instruments comprising the
contracted investment portfolios, due to changes in market
prices.




Consolidated Report and Accounts │ First Half of 2023 9
The Rio Forte Instruments currently held by PHAROL are not
secured by assets. Therefore, even if there are amounts
Default by Rio Forte as
available for repayment from Rio Forte's creditors, PHAROL's
to the reimbursement of
right to repayment will be shared pro rata with Rio Forte's
the instruments that
other unsecured creditors and only after the repayment of all
PHAROL holds following
debts to any secured creditors and confirmation of the
the execution of the
validation of the claims. PHAROL evaluates this instrument
Exchange
every six months, with monitoring by the Fiscal Council,
External Audit and ROC.


The Board of Directors subcontracts the risk analysis of the
legal proceedings to lawyers and external consultants, in order
to know, for each one, what is their assessment of PHAROL's
Court proceedings
liability (probable, possible or remote occurrence), the status of
the process, the amounts involved, provisioned and paid and
what steps to take in the defense of PHAROL's interests.



Disputes or
PHAROL may incur liability in connection with future disputes or
Legal Risk investigations initiated other proceedings and incur costs of defence in such disputes
under the Rio Forte
or other proceedings. Any liability incurred may adversely
Instruments or the
affect PHAROL's financial condition.
Business Combination



Eventuality of non- In accordance with the contracts concluded with Oi, it is for oi
compliance of Oi in the to pay the liabilities arising from the tax contingencies arising
commitments with tax until 5 May 2014, despite the fact that PHAROL is also jointly
contingencies and severally liable.




Consolidated Report and Accounts │ First Half of 2023 10
04. QUALIFYING HOLDINGS

QUALIFYING SHARES


As of June 30, 2023, the stakes of qualified shareholders represented 19.56% of PHAROL's share capital, as
follows:

% OF
DATE OF % OF
ENTITIES NO. OF SHARES VOTING
INFORMATION CAPITAL
RIGHTS


31/05/2012 Oi S.A. * 89.651.205 10,00% 10,00%
* Oi incorporated Telemar S.A. on May 3, 2021.

Total attributable 89.651.205 10,00% 10,00%


20/04/2023 Burlington Loan Management DAC 85.665.125 9,56% 9,56%


Total attributable 85.665.125 9,56% 9,56%




THE BOARD MEMBERS AND SUPERVISORY BODIES SHAREHOLDINGS



Under the terms of article 9, number 1 c), of Regulation number 5/2008 of CMVM, the following information
is presented with respect to the qualified holdings held by the board members and supervisory bodies in
PHAROL’s share capital, which the company was informed about regarding June 30, 2023 or the previous
date, as indicated:


Board of Directors

• Luís Maria Viana Palha da Silva owns 200,000 shares of PHAROL. He was appointed administrator
of PHAROL on 29 May 2015.

• Avelino Cândido Rodrigues, appointed by Oi, S.A., to hold the position in his own name, does not
hold any securities of PHAROL or other companies that are with him in a domain or group
relationship. He was appointed administrator of PHAROL on February 8, 2019.

• Maria do Rosário Amado Pinto Correia owns 40 shares of PHAROL. She was co-opted as a PHAROL
administrator on September 2, 2015.

• Maria Leonor Martins Ribeiro Modesto does not hold any securities of PHAROL or other companies
with it in a domain or group relationship. She was appointed administrator of PHAROL on 7
September 2018.

• Pedro Zañartu Gubert Morais Leitão does not hold any securities of PHAROL or other companies with
it in a domain or group relationship. He was appointed administrator of PHAROL on 29 May 2015.




Consolidated Report and Accounts │ First Half of 2023 11
Fiscal Council

The members of the Fiscal Council, identified below, do not hold PHAROL shares.

• José Eduardo Fragoso Tavares of Bettencourt

• Isabel Maria Beja Gonçalves New

• Joao Manuel Pisco

• Paulo Ribeiro da Silva




Deputy Administrator

The Managing Director, Luís Maria Viana Palha da Silva, is also a member of the Board of Directors.




Statutory Auditor

Statutory Auditors do not hold PHAROL shares.

• ROC effective - BDO & Associados - SROC, represented by Ana Gabriela Barata de Almeida

• Alternate ROC - António José Correia de Pina Fonseca




Consolidated Report and Accounts │ First Half of 2023 12
05. STRATEGIC PROFILE AND FUTURE PERSPECTIVES

The most recent evolution of Oi's operational and financial performance and, in particular, the use of a new
judicial reorganization process, with the disclosure of a surprising size of the liabilities and plans for
aggressive haircut in the debt and strong dilution of the current shareholders, pointed to an inevitable trend
of stock market devaluation. As a result, Pharol reduced its stake in that company during the first half of
2023 to the level it holds today of 0.18% of the capital.

Pharol's portfolio of assets, because of this reduction in participation in Oi, has undergone a very clear
change, both in terms of the relative values of its different components and the priorities to be chosen in
the future. Thus, the recovery of the credit on Rio Forte, in bankruptcy proceedings, and of complementary
values – namely through compensation claims filed in court – became the asset with the highest value on
Pharol's balance sheet. In the meantime, the amounts resulting from the sale of Oi's shares, although partly
necessary for the management of the high costs of the legal proceedings referred to, represent a cash
surplus of some size, implying future decisions in which the Pharol Shareholders will have the last say.

The medium and long-term future of Pharol will incorporate several dimensions.

On the one hand, it is clear that the ongoing legal proceedings, now the company's first concern, given the
slow functioning of the Courts in Portugal and Luxembourg, will not have an epilogue in the short term. In
addition to this brake to faster decisions, we must count on the condition of listed company of Pharol, which
creates numerous and, perhaps, insurmountable impediments to the discontinuity of operations. In this
sense, a strict money-back to shareholders policy has obvious limitations and will be viewed with appropriate
caution.

On the other hand, embarking on an investment diversification strategy faces difficulties of scale, and today
the minimum size of capital necessary for Pharol's success in an asset management business model is
discussed. In this sense, the search for complementarities with specialized entities is not excluded.

In any case, the judicious policy of cost reduction will remain a priority, with the aim of continuing smoothly
the trend observed in recent years.




Consolidated Report and Accounts │ First Half of 2023 13
06. STATEMENT BY THE BOARD OF DIRECTORS

For the purposes of Articleº 29-J (1)(c) of the Securities Code, the members of the Board of Directors of
PHAROL, SGPS, SA, identified below, declare, in the quality and in the context of their functions as referred
to therein, that, to the best of their knowledge and based on the information to which they have had access
within the Board of Directors, as applicable, in the performance of their duties:

• The financial statements for the first half of 2023 were prepared in legal terms in compliance with
the minimum elements provided for in IAS 34 – Interim Financial Report giving a true and
appropriate picture of assets and liabilities, financial situation and results of PHAROL, SGPS, SA and
the companies included in the respective consolidation perimeter;

• The interim management report accurately sets out in indicative terms the important events that
occurred in the first half of 2023 and their impact on their financial statements containing a correct
description of the main risks and uncertainties for the second half of this financial year.




Lisbon, 28 July 2023




Luís Maria Viana Palha da Silva, Chairman of the Board of Directors and Managing Director




Avelino Cândido Rodrigues, Non-Executive Director




Maria do Rosário Amado Pinto Correia, Non-Executive Director




Maria Leonor Martins Ribeiro Modesto, Non-Executive Director




Pedro Zañartu Gubert Morais Leitão, Non-executive director




Consolidated Report and Accounts │ First Half of 2023 14
PHAROL, SGPS S.A.




FINANCIAL STATEMENTS AND ATTACHED NOTES




Consolidated Report and Accounts │ First Half of 2023 15
07. CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL STATEMENTS



CONSOLIDATED INCOME STATEMENT
PERIODS ENDED JUNE 30, 2023 AND 2022

Euro

Notes 1H23 1H22

CONTINUING OPERATIONS

COSTS, LOSSES AND (INCOME)
Wages and salaries 5 470,073 486,027
Supplies, external services and other expenses 6 740,677 594,855
Indirect taxes 7 114,564 74,208
Depreciation 20,290 25,526
Net other losses (gains) 80,153 (323)
1,425,758 1,180,294

Income (loss) before financial results and taxes (1,425,758) (1,180,294)

FINANCIAL LOSSES AND (GAINS)
Net interest income 8 (53,922) (821)
Net foreign currency exchange losses (89,771) (4,158)
Net losses on other non-current assets 11 (282,203) -
Net other financial expenses 7,824 21,284
(418,072) 16,305

Income (loss) before taxes (1,007,686) (1,196,599)

Income taxes 9 11,562 12,503

NET INCOME (1,019,247) (1,209,102)

Attributable to equity holders of the parent (1,019,247) (1,209,102)

Earnings per share
Basic and Diluted 10 (0.00) (0.00)

The accompanying notes form an integral part of these financial statements.




Consolidated Report and Accounts │ First Half of 2023 16
PHAROL, SGPS S.A.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
PERIODS ENDED DECEMBER 31, 2022 AND 2021

Euro
Notes 1H23 1H22



Net Income recognised in the income statement (1,019,247) (1,209,102)

Income (expenses) recognised directly in shareholders' equity
Items that may be reclassified subsequently to the income statement
Foreign currency translation adjustments 1,523 746
Items that will not be reclassified to the income statement
Gains (losses) on financial assets at fair value (516,207) (6,029,944)
Total earnings recognised directly in shareholders' equity (514,684) (6,029,198)

Total comprehensive income (1,533,932) (7,238,300)

Attributable to shareholders of PHAROL SGPS (1,533,932) (7,238,300)



The accompanying notes form an integral part of these financial statements.




Consolidated Report and Accounts │ First Half of 2023 17
PHAROL, SGPS S.A.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
PERIODS ENDED ON JUNE 30, 2023 AND DECEMBER 31, 2022

Euro
Notes 30 jun 23 31 dec 22

ASSETS
Current Assets
C ash and cash equivalents 15 23,533,893 20,955,489
Accounts receivable 182,505 158,456
Taxes receivable 62,198 64,074
Prepaid expenses 170,717 77,614
Total current assets 23,949,312 21,255,633

Non-Current Assets
Tangible assets 54,731 73,471
Financials assets 11 10,189,102 13,643,714
Other non-current assets 12 51,906,470 51,906,112
Total non-current assets 62,150,303 65,623,297
Total assets 86,099,615 86,878,930

LIABILITIES
Current Liabilities
Accounts payable 13 415,109 193,056
Accrued expenses 14 596,894 455,095
Taxes payable 155,715 127,419
Other current liabilities 16 16,600,858 16,302,809
Total current liabilities 17,768,575 17,078,379

Non-Current Liabilities
Medium and long-term debt 60,219 71,573
Provisions 11 75,775 -
Total non-current liabilities 135,994 71,573
Total liabilities 17,904,569 17,149,952

SHAREHOLDERS' EQUITY
Share capital 26,895,375 26,895,375
Treasury shares (164,809,193) (164,809,193)
Legal reserve 6,773,139 6,773,139
Reserve for treasury shares 171,779,820 171,779,820
Other reserves and accumulated earnings 27,555,904 29,089,836
Total equity 68,195,045 69,728,977
Total liabilities and shareholders' equity 86,099,615 86,878,930

The accompanying notes form an integral part of these financial statements.




Consolidated Report and Accounts │ First Half of 2023 18
PHAROL, SGPS S.A.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
PERIODS ENDED JUNE 30, 2023 AND DECEMBER 31, 2022

Euro

Other reserves Equity
Reserve for and excluding non-
Share Treasury Legal treasury accumulated controlling Total
capital shares reserve shares earnings interests equity

Balance as at December 31, 2021 26,895,375 (164,809,193) 6,773,139 171,779,820 51,305,128 91,944,270 91,944,270
Income (expenses) recognized directly in equity - - - - (19,705,003) (19,705,003) (19,705,003)
Income recognized in the income statement - - - - (2,510,290) (2,510,290) (2,510,290)
Balance as at December 31, 2022 26,895,375 (164,809,193) 6,773,139 171,779,820 29,089,836 69,728,977 69,728,977
Income (expenses) recognized directly in equity - - - - (514,684) (514,684) (514,684)
Income recognized in the income statement - - - - (1,019,247) (1,019,247) (1,019,247)
Balance as at June 30, 2023 26,895,375 (164,809,193) 6,773,139 171,779,820 27,555,904 68,195,046 68,195,046

The accompanying notes form an integral part of these financial statements.




Consolidated Report and Accounts │ First Half of 2023 19
PHAROL, SGPS S.A.

CONSOLIDATED STATEMENT OF CASH FLOWS
PERIODS ENDED JUNE 30, 2023 AND DECEMBER 31, 2022

Euro
Notes 1H23 1H22

OPERATING ACTIVITIES
Payments to suppliers 15.a (602,553) (751,717)
Payments to employees (413,644) (529,367)
Payments relating to income taxes (42,639) (30,033)
Other cash receipts, net 625,065 (184,039)
Cash flows from operating activities (1) (433,772) (1,495,157)

INVESTING ACTIVITIES
C ash receipts resulting from:
Interest and related income 52,856 821
C apital gains and other equity instruments 15.b 3,195,334 3,838,152
3,248,191 3,838,973
Payments resulting from:
Financial investments (279,257)
Tangible and intangible assets (4,465) (219)
(283,721) (219)
Cash flows from investing activities (2) 2,964,469 3,838,754

FINANCING ACTIVITIES
Payments resulting from:
Loans repaid - (5,024)
Interest and related expenses (961) (8,761)
Cash flows from financing activities (3) (961) (13,785)


C ash and cash equivalents at the beginning of the period 20,955,489 17,875,543
C hange in cash and cash equivalents (4)=(1)+(2)+(3) 2,529,737 2,329,812
Effect of exchange differences 48,667 12,226
Cash and cash equivalents at the end of the period 15.c 23,533,893 20,217,581

The accompanying notes form an integral part of these financial statements.




Consolidated Report and Accounts │ First Half of 2023 20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2023 58T




(amounts expressed in Euros unless otherwise indicated)


1. Introduction

As of June 30, 2023, PHAROL held as main assets (1) the debt instruments of Rio Forte Investments S.A.
("Rio Forte") with a nominal value of 897 million Euros and currently valued at 51.9 million euros, (2) the
investment in the portfolios of shares and bonds in the amount of 9.9 million Euros and (3) indirectly through
100% owned subsidiaries, 1,092,584 common shares of Oi S.A. ("Oi"), representing 0.18% of Oi's total
share capital (excluding treasury shares), with a value of 217 thousand Euros.




2. Presentation bases

These interim consolidated financial statements were presented in accordance with IAS 34 Interim Financial
Report ("IAS 34"). Consequently, these financial statements do not include all the information required by
the International Financial Reporting Standards ("IFRS") as adopted by the European Union and should
therefore be read in conjunction with the consolidated financial statements for the year ended 31 December
2022. In addition, further explanations of the main variations in income and costs are disclosed in the interim
management report, so these interim consolidated financial statements should be read together with that
management report. The interim financial information now disclosed has not been subject to external audit
or limited review.




3. Accounting policy changes

The interim financial statements follow the same accounting policies and calculation methods applied in the
most recent annual financial statements.




4. Exchange rates used in the conversion of financial statements expressed in
foreign currency

As of 30 June 2023 and 31 December 2022, assets and liabilities expressed in major foreign currencies were
converted to Euros on the basis of the following exchange rates for the Euro:



Currency 30 jun 23 31 dec 22
Real 5.2788 5.6386
USD 1.0866 1.0387


As of June 30, 2023 and 2022, the income statements and cash flows of subsidiaries and jointly controlled
companies expressed in foreign currency were converted to Euros based on the following average exchange
rates:



Consolidated Report and Accounts │ First Half of 2023 21
Currency 1H23 1H22
Real 5.4827 5.5684
USD 1.0807 1.0942




5. Wages and Salaries

For the six months ended June 30, 2023 and 2022, this item presents the following composition:

Euro
1H23 1H22

Fixed and variable remuneration 378,061 392,919
Social security 76,876 77,764
Other 15,136 15,344
470,073 486,027




6. Supplies, external services and other expenses

For the six months ended June 30, 2023 and 2022, this item presents the following composition:

Euro
1H23 1H22

Specialized work 431,309 284,546
Insurance 143,605 143,267
Travel 6,915 12,635
Other 158,848 154,407
740,677 594,855


(i) This item essentially reflects certain financial advisory fees and legal advice, which in the first half
of 2023 had a large increase in legal costs due essentially to the proceedings in Luxembourg.




7. Indirect taxes and Net other losses (gains)

For the six months ended June 30, 2023 and 2022, this item presents the following composition:

Euro
1H23 1H22

VAT 103,504 72,776
Other 11,059 1,431
114,564 74,208




8. Interest earned, net

For the six months ended June 30, 2023 and 2022, this item presents the following composition:




Consolidated Report and Accounts │ First Half of 2023 22
Euro
1H23 1H22

Net interest earned
Related to cash and cash equivalents (i) (53,922) (821)
(53,922) (821)


(i) Interest obtained relates primarily to investments in Term Deposits made by PHAROL SGPS.




9. Taxes and rates

In 2023, companies located in Mainland Portugal are taxed in the company's Corporate Income Tax at the
base rate of 21.0% plus (1) a Municipal Spill of up to a maximum of 1.5% on the tax base, and (2) a State
Spill of 3.0% applicable on taxable profit between 1.5 million euros and 7.5 million euros, applicable 5.0%
on taxable income of between EUR 7.5 million and EUR 35 million, and 9.0% applicable on taxable profit
exceeding EUR 35 million, resulting in an aggregate maximum rate of approximately 31.5% for taxable
profits exceeding EUR 35 million. In the calculation of taxable income, to which the tax rate is applied, non-
tax-accepted expenditure and income are increased or deducted from the accounting results.

For the six months ended June 30, 2023 and 2022, this item presents the following composition:

Euro
1H23 1H22

Income tax
Income tax - current 11,562 12,503
11,562 12,503


Having been calculated tax losses in the years 2023 and 2022, the current tax above reflects only the
autonomous taxation that is related to expenses with light vehicles and representation expenses.




10. Earnings per Shares

Earnings per share for the six months ended June 30, 2023 and 2022 were calculated as follows:

Euro
1H23 1H22

Net loss attributable to equity
(1) (1,019,247) (1,209,102)
holders of Pharol
Weighted average common shares
(2) 821,756,654 821,756,654
outstanding in the period


Earnings per share from continuing
operations
Basic and diluted (1)/(2) (0.00) (0.00)




Consolidated Report and Accounts │ First Half of 2023 23
11. Financial assets

The financial assets include: 1) portfolios of investments in shares and bonds worth 9.9 million Euros at 30
June 2023 and 9.7 million Euros at 31 December 2022, initiated in August 2022, and 2) PHAROL's investment
in Oi, of 0.18% (217 thousand Euros) and 2.20% (3.9 million Euros) at 30 June 2023 and 31 December
2022, respectively. All financial assets are accounted for at market value.

Investment Portfolios

In August 2022, Pharol subscribed two investment portfolios in financial assets composed mostly of asset
groups of bonds and shares of listed companies. The portfolios are managed by a banking entity that has
the discretionary power to buy and sell the assets that compose it, with which a contract has been concluded
that presupposes the maintenance of these portfolios for a period of more than one year. These financial
assets are part of a portfolio of financial instruments identified and for which there is evidence of a recent
pattern of profit-taking in the short and medium term. At the time of initial recognition, they are recorded
at acquisition cost and subsequently at fair value, with changes in fair value recognized in profit or loss. For
these assets, as of June 30, 2023, the change in the fair value of the portfolio is as follows:


Portfolio fair value variation
euros
Portfolio value on December 31, 2022 9,689,577
Portfolio value on June 30, 2023 9,971,757
Var. Fair Value – Gains or Losses on Oct. non-current assets 282,180


With regard to these assets, on 30 June 2023 the portfolio is made up as follows:


Portfolio Breakdown
Euro
Asset Group
Liquidity 116,455
Investment Grade Bonds 7,998,021
High Yield Bonds and Emerging Markets 429,106
Shares 1,428,174
9,971,757
Group by Geographic Allocation
Europe (former UK) 5,042,354
USA 2,533,835
Other Developed 995,110
UK 787,343
Japan 489,164
Liquidity 116,455
Not Classified 7,496
9,971,757
Group by sectoral allocation
Financial 4,732,621
Funds 1,290,915
Cyclical consumer goods 1,829,898
Non-cyclical consumption 396,986
Industry 351,595
Communications 350,212
Raw material 437,059




Consolidated Report and Accounts │ First Half of 2023 24
Liquidity 116,455
Energy 15,378
Others 256,200
Utilities 194,437
9,971,757




Investment in Oi

Regarding the investment in Oi, as of December 2017 it was accounted for at its fair value. Until that date,
Oi was classified as an associate and measured by the equity method.

On September 8, 2014, as explained above, PHAROL entered into an Exchange Agreement with Oi, for the
Exchange of a portion of Oi shares held directly by PHAROL for the Rio Forte Investment and the Call Option
over the shares. The Exchange was completed on March 30, 2015, after obtaining all necessary approvals.
Because of the Exchange, the portion of the investment in Oi delivered in connection with the Exchange was
classified as a non-current asset held for sale and measured at fair value based on the price of Oi shares
until the Exchange Agreement date. The remaining interest of 22.8%, including the interests of 15.9% and
3.0% held directly by PHAROL and Bratel Brasil, respectively, and the interest of 3.9% owned indirectly
through the controlling holding companies of Oi, remained classified as an investment in joint ventures,
accounted according to the equity method of accounting. After the Exchange Agreement, on March 30, 2015,
the interest was 27.5%.

As referred to above, leading up to the New Ownership Structure of Oi, the Shareholder Agreements through
which Oi was jointly controlled were terminated on July 30, 2015. The simplification of the structure occurred
on September 1, 2015, and led to the incorporation by Oi of several assets at fair value that were not
previously booked by the holding companies.

As a result of the transaction, PHAROL’s effective share in Oi reduced from 27.5% to 27.4%. Furthermore,
during 2015, changes to Oi’s bylaws were approved, which included a 15% limitation on the voting rights of
any individual shareholder.

On October 8, 2015, Oi’s Board of Directors homologated the voluntary conversion of Oi’s preferred shares
into common shares (“Voluntary Conversion of PSs”), approved the effective conversion of the preferred
shares, object to the conversion manifestations in BM&FBovespa and in the Bank of Brazil, and accepted the
conversion solicitations presented by the holders of American Depository Shares (“ADSs”) representative of
preferred shares (“Preferred ADSs”). The ADSs representative of the new common shares, resulting from
the Offer to Exchange, related with the Voluntary Conversion of PSs, were issued on October 13, 2015.

Following this operation, PHAROL’s effective stake in Oi decreased from 27.4% to 27.2%.

In accordance with IAS 28 – Investments in Associates and Joint Ventures, there is a presumption that
significant influence exists when voting rights are higher than 20%. For voting rights less than 20%, there
should be clear indications through which significant influence may be exercised. The limitation to 15% of
PHAROL’s voting rights, considering the remaining available voting rights, represented as at December 31,




Consolidated Report and Accounts │ First Half of 2023 25
2016, an effective voting right of 18.83%. By analogy, IFRS 10 – Consolidated financial statements consider
that control may occur when there is a concentration of significant voting rights, with the remainder of voting
rights largely dispersed (“de facto control”). In Oi’s shareholder structure, over 30% of ordinary shares are
dispersed in free float, and two other shareholders besides PHAROL have voting rights of between 5% and
9% each. Thus, PHAROL considered continuing to have significant influence.

However, in December 2017, and after the decision by the 7th Business Court of the District of the Capital
of the State of Rio de Janeiro, which handled the Judicial Recovery ("Judgment"), which decided to withdraw
the rights of the members of the Council Board of Directors of Oi in the approval of Oi’s Judicial Recovery
Plan in which Oi was located, and it was understood that PHAROL had lost the significant influence it had
until then on its associate Oi SA.

Therefore, since December 31, 2017, PHAROL started to record its investment in Oi at market value, and it
was classified as "Financial Assets".

In 2022, PHAROL liquidated part of the position in Oi, with a final position of 2.20%.

In 2023, there was a reverse split of Oi's shares in the proportion of 10:1 and, on the other hand, PHAROL
sold even more of the investment in Oi, with a final stake of 0.17%, equivalent to 0.18% excluding treasury
shares.

Thus, on June 30, 2023 and December 31, 2022, the value of the Oi investment, is as follows:


30 jun 2023 31 dec 22


Stock Price Oi (ON) R$ 1.05 0.17
Stock Price Oi (PN) R$ 2.36 0.51
Shares Outstanding (ON) Million 645 5,801
Shares Outstanding (PN) Million 17 156
Market C ap. R$ Million 717 1,066

Number of shares owned by PHAROL (ON) Million 1.1 131.2
Number of shares owned by PHAROL (PN) Million - -
% Participation % 0.17% 2.20%
Market value R$ R$ Million 1.1 22.3
Market value Eur. Eur. Million 0.2 4.0


In May 2023, within the scope of the proceedings opened in 2016 by the CVM in Brazil in which Pharol is a
defendant, a decision was issued condemning Pharol to the penalty of a pecuniary fine, in the amount of
400 thousand Reais (approximately 76 thousand Euros) in in relation to the accusation of non-compliance
with its duty of loyalty as controlling shareholder of Oi, in view of the alleged informational flaws in its
financial statements involving the securities of Rio Forte.

Subsequently, not conforming with the decision, Pharol will appeal to the Appeals Council of the National
Financial System, having however constituted a provision of 76 thousand euros for a potential loss.

Still related to the investment in Oi, and following the business combination agreement entered into in May
2014 between PHAROL and Oi S.A., all liabilities inherent to potential tax assessments of the PT Group's




Consolidated Report and Accounts │ First Half of 2023 26
fiscal consolidated, passed to the responsibility by Oi, with PHAROL being jointly and severally liable (Note
16).




12. Other non-current assets

As of June 30, 2023, this item includes an estimated future recovery of approximately EUR 51.9 million for
debt instruments issued by Rio Forte.

Regarding the debt instruments issued by Rio Forte, after having become aware of the Report of the Judicial
Administrators in the insolvency proceedings of Rio Forte (Rapport nº4 des Curateurs), dated August 31,
2016, available in www.espiritosantoinsolvencies.lu, PHAROL has taken steps to determine the financial,
accounting and legal implications of that contained in paragraph 2.1.6., which is transcribe in free
translation:

"Predictable recovery

The information currently available to the Judicial Administrators does not allow an estimate, either of the
full recovery, nor of the recovery to be carried out by the company in bankruptcy proceedings.

It cannot be ruled out that the seizure of the judiciary and the possible rights of third parties involved will
prevent, in a prolonged or even definitive way, the mass of bankruptcy recovers and distributes certain
assets. In fact, it is not excluded that the judicial authorities are intended to confiscate the assets now
seized."

PHAROL's Management, after the appropriate steps and supported by the analysis of its advisors concluded
on that date, by a principle of prudence, that the expected values of recovery of assets by the mass of the
insolvent and, consequently, by PHAROL to Rio Forte were reduced. PHAROL's investment in Rio Forte
securities was initially valued at fair value at the time of its initial recognition on March 30, 2015, and was
subsequently measured at amortized cost deducted from any impairment losses. Based on the basic
principles set out in IAS 39 (now IFRS 9), the Administration, based on the information available, used its
judgment in the definition of assumptions that culminated in an appreciation of credit on Rio Forte at 85.7
million Euros at 31 December 2016. This reflects an appreciation of about 9.5% of the nominal value, against
approximately 15% of the nominal value at 31 December 2015, which determined the accounting of an
oddity in the amount of 48.8M€.

Additionally, in December 2017, after the update of the amount of credit claims considered in the last report
of the Judicial Administrators was higher than previously considered, the debt recovery valuation was revised
again lower, having registered 8.32% recovery, which is equivalent to a reduction of 11.1 million Euros to
the amount of 74.6 million Euros. As at 31 December 2018 the debt recovery value remained at 8.32%.

In April 2019 and 5 years after the entry of the claim on Rio Forte, a new report by the Judicial Administrators
was released on April 30, which indicated essentially: 1) postponement of the results of the conclusion of
the administrative analysis of debt statements; and 2) a low review of the value of Rio Forte's assets in Latin




Consolidated Report and Accounts │ First Half of 2023 27
America; thus, on the basis of these new factors, the debt recovery valuation was once again revised down,
with a 7.19% recovery in nominal value, which is equivalent to a reduction of 10.1 million Euros to the
amount of 64.5 million Euros. Also in the 2019 financial year and after the analysis of the last report issued
by the Judicial Administrators, with effect on December 31, 2019, it was once again revised downwards, and
the value of recovery of the nominal value was set at 7.02%, which is equivalent to an additional reduction
of 1.5 million Euros for a total recovery amount of 63 million Euros. On December 31, 2020, a further
revision of the recovery of nominal value was carried out to 5.79%, mainly justified by the depreciation of
the assets held by Rio Forte in Latin America, which is equivalent to a reduction of 11.1 million Euros to the
amount of 51.9 million Euros.

Thus, with regard to the insolvency proceedings of Rio Forte in Luxembourg, no significant progress has
been made and no order acknowledging credits has yet been issued.

On June 30, 2023, considering the maintenance of the main valuation factors of Rio Forte's Assets, and,
with no evolution in the amount of debts claimed, the expected recovery value of Rio Forte's nominal debt
remained unchanged at 5.79% equivalent to 51.9 million Euros.

However, it should be noted that Pharol has made various efforts in the Luxembourg and Portuguese
jurisdictions in the defense of its own interests and those of its Shareholders.

Aiming at reimbursement of losses resulting from insufficient assets in Rio Forte's bankrupt estate to fully
satisfy Pharol's credit, in accordance with a decision by the General Shareholders' Meeting in 2015, a liability
action was filed against its former administrators, Henrique Manuel Fusco Granadeiro, Luís Miguel da Fonseca
Pacheco de Melo and Amílcar Carlos Ferreira de Morais Pires, with a request for joint conviction of the
Defendants to pay compensation corresponding to the difference between €897 million, the amount of the
investment in commercial paper instruments of the Rio Forte decided by them, and that which is received
in the context of the insolvency proceedings and other damages that may be determined. The Defendants
filed their objections and requested the main intervention provoked by several third parties, including
Insurance Company. The Defendants invoked that it is a legal proceedings on which the outcome of other
legal proceedings depends and requested the suspension of the proceedings. The Court, on 18.01.2018,
determined the suspension of the instance until the action for annulment of corporate resolutions that runs
in the Commercial Court of Lisbon is decided. This action, however, was definitively dismissed, which is why
Pharol, on 27.06.2019, requested the court to declare the suspension of the instance to be terminated. No
decision has yet been taken on this order, so the action remains suspended.

In mid 2020, the Court ordered the attachment of a certificate of the judgment handed down in the
preliminary ruling to the file, which happened, but did not issue any new order. There were no developments
in 2021 or 2022. As a result, procedural acceleration will be requested under the terms of the Law, as soon
as the Courts open on September 1, 2023.

In 2016, a liability lawsuit was also filed against its former directors Zeinal Bava, Henrique Manuel Fusco
Granadeiro and Luís Miguel da Fonseca Pacheco de Melo, with cause of action the implementation of financial
reporting and internal control systems that made the realization in increasing amounts of investments in
debt instruments issued by companies of the Espírito Santo Group by these same directors decided, in



Consolidated Report and Accounts │ First Half of 2023 28
violation of the company's governance rules and with ignorance of investors and shareholders, generating
high losses. In this Action, the defendants are jointly ordered to pay PHAROL an indemnity corresponding
to €54,900,000.00, plus other damages that may be determined, namely in the last investments that were
made with the procedures implemented by the defendants and also for reputational damage and fines arising
from the lack of completeness of financial reporting documents.

The Defendants filed their objections and requested the main intervention provoked by several third parties,
including Insurance Company. The Court issued an order suspending the proceedings legal proceedings on
which the outcome of other legal proceedings depends – Proc. No. 23430/15.9T8LSB, which ran terms in
the Commercial Court of Lisbon – Judge 3, in which the Defendants seek the annulment of PHAROL's
corporate resolution that determined the filing of the present action. However, this action was definitively
dismissed, so the court declared the cessation of the suspension of the proceedings.

The Court ruled on the intervention in the action as defendants of the other members of Pharol's Audit
Committee, which the Defendants had requested, having rejected this claim. Defendants Zeinal Bava and
Henrique Granadeiro appealed against this rejection, with Pharol counterclaiming.

However, the court ordered Pharol to respond in writing to the exception matter raised by the Defendants
in the defenses, which was done on 09/11/2019.

The appeal was upheld, for which reason the other members of the Audit Committee were summoned, who
filed a joint defense on 2 November 2020. In the contestations, the claims require the intervention provoked
by the insurers to which they transferred the civil liability resulting from the acts performed in the exercise
of their functions, as the initial Defendants had done.

A decision is awaited on the intervention of the insurers. No change during 2021 or 2022. Also in this process,
procedural acceleration will be requested under the terms of the Law as soon as the Courts reopen.

In the same year of 2016, PHAROL also proposed a civil liability action against Deloitte Associados and João
Luís Falua da Costa da Silva for breach of legal and contractual duties in the review of accountability
documents by the Plaintiff, including the Report of the Corporate Governance, in the review of the internal
control system, namely its operation under the terms required by Section 404 of the SARBANEX-OXLEY
ACTA (SOC) and in the preparation and presentation of the respective audit memorandums and internal
control memorandums.

According to the cause of action, the violation of these duties was adequate cause for the non-disclosure in
the accounting documents between 2010 and 2014 of high investments in unrated commercial paper by the
Espírito Santo Group over those 4 years and which violated several rules internal, namely corporate
governance.

In this action, the defendants are jointly condemned to pay PHAROL an indemnity corresponding to the
difference between €897 million and that which it will receive under the insolvency proceedings of Rio Forte
and other damages that may be determined in execution of the judgment , resulting either from reputational
damage or from damages, fines in which the plaintiff is sentenced in cases of lack of legally required quality
of PHAROL's financial reporting documents in the periods from 2010 to 30 June 2014.



Consolidated Report and Accounts │ First Half of 2023 29
The Defendants presented a defense, having requested the intervention provoked by Companhia de Seguros
Lusitânia, which was admitted.

Pharol filed a supervening pleading on 9/13/2022, based on the conviction of Deloitte in an administrative
offense filed by the Securities Market Commission, whose admission has not yet taken place. The Expertise
is already underway, and results are expected by the end of the year.

In 2017, Pharol also became an assistant in the Universo BES Process, a status recognized by the Court.
Subsequently, when accusations were filed against Ricardo Salgado and Others, Pharol filed a civil claim for
reimbursement of all damages caused by the fraud practiced by some of the defendants, for subscription by
Pharol in February 2014 of Commercial Paper issued by Rio Forte in the amount of 897 million euros. As it
is public, several of the defendants requested the opening of instruction. The reading of the instructional
decision was postponed and is expected to take place on July 31, 2023. A prior hearing was held and a
remedial order was issued with the determination of the facts, following the joint proposals presented. The
parties presented amendments to the evidence requirements and expert evidence was admitted.

In 2016, Pharol brought an administrative action against the Bank of Portugal, based on the challenge to
the “Contingencies” and “Perimeter” Resolutions taken by the Bank of Portugal on 29.12.2015, which
determine that the contingent or unknown liabilities by BES , before third parties, with reference to
03.08.2014, were not transferred to Novo Banco or, if they were, they are retransferred back to BES with
retroactive effects to that date. Without any significant progress in recent years, this case was recently
included in a special procedure for accelerating proceedings. According to this mechanism, 5 pilot processes
(similar to each other) were designated that will have priority progress and the suspension of the other
similar processes was determined until the final decision is rendered in the pilot processes. Once rendered,
the decision in the pilot processes will serve as a basis for the others. The exclusion of Pharol's process was
requested and a decision on this request is awaited. If the request is granted, Pharol's process will continue
its normal course without any suspension until the final decision is issued.

Also in 2016, a claim was filed in BES's insolvency proceedings in the amount of €897 million, corresponding
to the amount invested by PT SGPS in Rioforte's commercial paper, based on BES's liability as a financial
intermediary. As this credit was not recognized in the list of creditors by the Liquidation Committee, an
objection was filed, which received a new unfavorable response from that Committee and consequent reply
by Pharol. A decision is awaited on the objection filed.

Finally, it should be noted that, in December 2017, Pharol became aware of a statement from the Trustees
of Espírito Santo International, S.A, (“ESI”), in which they declare that this bankrupt company will assess
the possibility of taking legal action to PHAROL, requesting its condemnation of the reimbursement of 750
million Euros, without specifying the reasons for this request.

On January 28, 2019, as a protective measure to avoid interrupting any limitation period, Pharol was also
cited for proceedings in the Luxembourg Court by the Ad-hoc Curator of ESI – Espírito Santo Internacional,
with the claim that it would have received undue payments from ESI in the amount of seven hundred and
fifty million euros, alleging, in summary, that (a) the payment should have been made in cash or through
“effets de commerce” and not by bank transfers, (b) the payment was abnormal because ESI did not have



Consolidated Report and Accounts │ First Half of 2023 30
the necessary funds, (c) Pharol was aware of ESI's state of insolvency and (d) the payment was part of a
fraudulent scheme. Subsequently, Pharol's lawyers in Luxembourg, Schiltz & Schiltz, presented a preliminary
opinion that goes towards the total rejection, not only in fact but also in law, of ESI's claims.

This process, according to the same Schiltz & Schiltz, is at an embryonic stage and may not even reach
judgment due to lack of procedural impetus by ESI - Sociedade em Liquidação.

After analysis of the aforementioned subpoena and in conclusion, PHAROL and its Lawyers consider the
probability of registering, based on the alleged facts, any conviction in the terms subpoenaed to be remote,
with the process not having, to date, been initiated judicially. Thus, PHAROL, in its financial statements, did
not set up any provision for this case.




13. Accounts payable

As of 30 June 2023 and 31 December 2022, this heading has the following composition:

Euro
30 jun 2023 31 dec 22

Current accounts payable
C urrent suppliers 415,109 192,796
Others - 260
415,109 193,056




14. Cost accruals

As of 30 June 2023 and 31 December 2022, this heading has the following composition:

Euro
30 jun 2023 31 dec 22

Accrued expenses
Supplies and external services 350,105 251,409
Vacation pay and bonuses 211,697 179,658
Others 35,092 24,028
596,894 455,095




15. Consolidated Statements of Cash Flows

(a) Payments to suppliers

In the first half of 2023 and 2022, payments to suppliers mainly relate to payments made related to specialist
and consulting suppliers.




Consolidated Report and Accounts │ First Half of 2023 31
(b) Capital achievements and other equity instruments

In the first half of 2023 and 2022, this rubric concerns the sale of shares of Oi S.A..

(c) Cash and cash equivalents at the end of the period

As of 30 June 2023, and 31 December 2022, this heading has the following composition:

Euro
30 jun 2023 31 dec 22

Cash and cash equivalents
C ash 5,497 4,684
Demand deposits 3,428,395 5,950,805
Time deposits 20,100,000 15,000,000
23,533,893 20,955,489




16. Guarantees and financial commitments , and, other Current Liabilities

PHAROL, following being the dominant company of the pt group's consolidated tax, currently has a series of
tax settlements in the years prior to 2014. In May 2014, and in view of the business combination agreement
between PHAROL and Oi S.A., all liabilities inherent in these tax settlements passed to Oi's responsibility,
and PHAROL was jointly and severally liable.

Thus, on June 30, 2023 and December 31, 2022, the item Other Current Liabilities includes the amount of
refunds from the Tax Authority that may be used in potential settlements (although the exact dimension of
the liability amounts is under review).

Additionally, on June 30, 2023 and December 31, 2022, the amount of Bank Guarantees has the following
composition:

Euro
30 jun 2023 31 dec 22


Bank and other guarantees presented to the tax authorities 84,617,476 84,617,476

84,617,476 84,617,476


(i) Bank guarantees and other guarantees submitted to the tax authorities included EUR 85 million as of 30
June 2023 and 31 December 2022, respectively, relating to tax settlements received by PHAROL. The
Company has challenged these liquidations in court and, in accordance with Portuguese law, provided
assurance, in order to avoid the initiation of an executive proceedings that, in the absence of a guarantee
or payment of the contested tax, would continue until the attachment of sufficient assets to satisfy the tax
paid. Portuguese law, while always allowing the challenge of taxes settled of its own interest by the tax
administration, only suspends the executive process if there is payment of the tax or provision of guarantee.
The provision of a guarantee thus avoids the payment of the tax before the decision of the challenge or the
attachment of goods in enforcement proceedings.




Consolidated Report and Accounts │ First Half of 2023 32
Part of the guarantees previously provided were canceled due to the slowness and expiry of the processes.
Notwithstanding the expiry and consequent cancellation of part of the Guarantees, most of the tax
proceedings remain ongoing, with Oi continuing to be responsible for them and which may amount to up to
244 million Euros. However, any unfavorable decisions will be absorbed by the amounts of tax losses
calculated in the years 2011, 2012 and 2013 and which were not used until the year 2018, in an amount
estimated to be up to 38 million euros, thus having the potential to reduce the processes to 206 million
euros. Also within the scope of the agreements entered into, Oi is also obliged to replace the bank guarantees
provided by PHAROL to the Tax Authority for guarantees provided by Oi. In cases where this replacement is
not possible, Oi has undertaken to provide equivalent guarantees in favor of PHAROL.

Part of the guarantees previously provided have been cancelled in view of the length of time and expiry of
the proceedings. Despite the expiry and consequent cancellation of part of the Guarantees, most tax
proceedings remain ongoing and Oi remains responsible for them and may amount to UP to EUR 386 million.
Also within the framework of the agreements concluded, Oi is also obliged to replace the bank guarantees
provided by PHAROL to the Tax Authority with guarantees provided by Oi. Where this replacement is not
possible, Oi has undertaken to provide equivalent guarantees in favour of PHAROL.

As such, on December 31, 2020, a Telemar Norte Leste Stock Pledge Agreement was in force with a
maximum amount up to the limit of the potential existing lideities.

Additionally, in January 2020, following the Private Transaction and Other Covenants Instrument, concluded
between PHAROL and Oi, the latter, through PT Participações SGPS, S.A., made a deposit into account
guarantee in the amount of 34,340,803.32 Euros, intended to guarantee PHAROL in case of possible
conviction in tax contingencies under Oi's liability.

Already during the year 2021, and, in view of the incorporation on May 3, 2021 of Telemar Norte Leste, Oi
S.A. and Pharol, in order to maintain the counterguarantees in force, reformulated the pledge agreement,
which is now constituted on 64,401,909 common shares issued by Oi. If this amount is fully used in tax
contingencies, Oi S.A. undertakes to strengthen the counter-guarantees in force.

In 2023, PHAROL was notified by the Tax Authority of Settlement Notes and Statement of Account
Settlement, relating to the 2006 and 2007 fiscal years, in execution of a decision rendered in the judicial
challenge process, with a favorable outcome to PHAROL's claim. In this way, the value of potential tax
contingencies for PHAROL is currently up to 244 million euros (according to tax consultants, processes with
a possible or probable risk of loss for PHAROL amount to around 36.3 million euros).

In 2021, a Declarative Action of Condemnation was brought against Pharol with Common Process in which
Caiado Guerreiro – Sociedade de Advogados, SP, RL (“Caiado Guerreiro”) is the plaintiff, in which it is
requested:

a) Payment of €3,275,000.00 (three million, two hundred and seventy-five thousand euros) plus VAT
at the applicable legal rate, totaling €4,028,250.00 (four million, twenty-eight thousand, two
hundred and fifty euros), reported to Invoice FA 2019B/10 relating to the final fee invoice issued by
the Plaintiff;




Consolidated Report and Accounts │ First Half of 2023 33
b) Payment of the amount of €571,680.41 (five hundred and seventy-one thousand, six hundred and
eighty euros and forty-one cents), as interest on arrears calculated at the legal rate in force, of 7%,
and, as well as interest on arrears due, calculated at the supplementary legal rate in force until full
and effective payment.

Fee bill No. 0067/2019 shows an amount of €6,550,000.00 (six million, five hundred thousand euros), but
in this action only the request is made regarding the issued invoice.

Such fees allegedly due would be the result of a success fee for the alleged obtaining by this law firm of a
transactional agreement between Oi and Pharol obtained in Brazilian jurisdiction with the intervention of
Brazilian lawyers, as required by law.

However, Caiado Guerreiro understands that such an agreement had only been possible because of an arrest
requested against OI with Portugal, which was outright rejected.

Thus, not only because there was no intervention in obtaining the Agreement carried out in the Brazilian
jurisdiction, but also because no success fee was agreed with Caiado Guerreiro, the Bar Association was
required to prepare a fee report on March 20, 2019, which already had a decision and went along with this
process.

The members of the 1st Section of the Superior Council decided “unanimously not to issue a report on the
amount of fees charged, taking into account that payment is not required and considering that there is no
correspondence between the fee bill and any legal service actually provided in addition to legal services
already invoiced and paid”.

The bill of fees for Caiado Guerreiro was the subject of the said Invoice FA 2019B/10, issued on February 8,
2019, in the amount of € 3,275,000.00 + VAT, (corresponding to 50% of the said Bill of Fees) having been,
meanwhile, issued Credit Note NC2019B/1 dated February 26, 2019.

The process is in the judgment phase, with several dates scheduled for October 2023 for the final hearing.




17. Related parties

(a) Associated and jointly controlled companies

In the first half of 2023 and 2022 there were no costs or revenues related to associated or jointly controlled
companies.

b) Other

During the periods ended 30 June 2023 and 2022, the fixed remuneration of directors, which were
established by the Remuneration Committee, amounted to 180.9 thousand Euros and 269 thousand Euros,
respectively.




Consolidated Report and Accounts │ First Half of 2023 34
18. Shareholders with Qualifying Holdings

The Company considers that the disclosure of outstanding balances and transactions with its main
shareholders, including those with a qualifying interest above 2% in the capital stock of the PHAROL Group,
and with all entities reported by these shareholders as integrating their economic groups, is relevant. On
June 30, 2023, PHAROL had no balances with entities identified as shareholders with qualifying holdings or
respective economic groups.




19. Subsequent events

On July 27, 2023, PHAROL received from the Portuguese Tax Authority the amount of 3,881,373.54 Euros
related to the 2006 IRC process, an amount that should not have an impact on results.




Consolidated Report and Accounts │ First Half of 2023 35
PHAROL, SGPS S.A .




STATEMENT OF THE FISCAL COUNCIL




Consolidated Report and Accounts │ First Half of 2023 36
STATEMENT OF THE FISCAL COUNCIL ON THE COMPLIANCE OF THE

INFORMATION PRESENTED



(Article 29ºJ nº 1 item c) of the Securities Code)



Under the terms and for the purposes of article 29ºJ nº 1 item c) of the Securities
Code, the Fiscal Council of PHAROL, SGPS S.A. ("PHAROL") declares that:

To the best of our knowledge, (i) the consolidated financial statements for the first
half of 2023 have been prepared in accordance with the applicable accounting
standards, giving a true and fair view of the assets and liabilities, financial condition
and results of PHAROL and the companies included in the scope of the consolidation,
and (ii) the interim management report for the first half of 2023 faithfully sets out the
important events that occurred in the period to which it relates and the impact on
those financial statements, as well as contains a description of the main risks and
uncertainties for the following six months.



Lisbon, 28 July 2023




President: Joseph Eduardo Fragoso Tavares de Bettencourt



Vowels: Isabel Maria Beja Goncalves New



Joao Manuel Pisco de Castro
Contacts



Investor Relations

Luís Sousa de Macedo
Investor Relations Director
Rua Gorgel do Amaral, nº4, CV Esqª
1250-119 Lisboa,
Portugal
Tel: +351 21 269 7698
Fax: +351 21 269 7949
E-mail: ir@pharol.pt



Shareholders, investors, analysts and other interested parties should send their requests for
information and clarifications (annual, half year, and quarter reports, press releases, etc.).


Website

All publications and communications, as well as information regarding the businesses performed
by the Company, are available on PHAROL’s Internet page, at the following address:
www.pharol.pt


Registered Office

Rua Gorgel do Amaral, nº4, CV Esqª 1250-119 Lisboa, Portugal
Tel: +351 21 269 7690
Registered With The Commercial Registry Office Of Lisbon Under No. 503 215 058