04/09/2023 11:56 |
NOS, SGPS, S.A. informs on First Quarter 2023 Consolidated Management Report |
INFORMATION REGLEMENTEE
1
01 03 02 14 2 01 3 1 GOVERNING BODIES As elected at the General Shareholder Meeting held on 21 April 2022. 4 1 1Q23 HIGHLIGHTS We had a strong start to 2023, with accelerated growth and very positive momentum in our core Telco business. Our focus on customer experience and technological leadership continues to lead to robust operational performance, with strong KPI growth. These positive results demonstrate our commitment to delivering superior network, service, and product quality to our customers. Table 1. 1Q23 Highlights 1Q22 1Q23 1Q23 / 1Q22 Operating Highlights ('000) Total RGUs 10,393.3 10,871.7 4.6% Mobile RGUs 5,423.5 5,811.7 7.2% Fixed Pay TV RGUs 1,401.8 1,441.8 2.9% Convergent + Integrated Customers 1,036.2 1,104.3 6.6% Fixed Convergent + Integrated Customers as % of Fixed Access Customers 65.2% 67.9% 2.8pp Residential ARPU / Unique Subscriber With Fixed Access (Euros)(1) 47.1 49.3 4.6% Homes Passed 5,134.4 5,336.8 3.9% % FttH 54.0% 66.6% 12.5pp Financial Highlights (Millions of Euros) Consolidated Revenues 373.4 381.4 2.2% Consolidated EBITDA 159.4 173.5 8.8% Consolidated EBITDA Margin 42.7% 45.5% 2.8pp Consolidated EBITDA AL 137.6 146.2 6.2% Consolidated EBITDA AL Margin 36.8% 38.3% 1.5pp Consolidated EBITDA AL - Consolidated CAPEX Excluding Leasings & Other 6.2 49.1 698.3% Contractual Rights Telco Revenues 365.8 369.2 0.9% Telco EBITDA 149.6 163.7 9.4% Telco EBITDA Margin 40.9% 44.3% 3.4pp Telco EBITDA AL 130.7 138.9 6.3% Telco EBITDA Margin AL 35.7% 37.6% 1.9pp Telco EBITDA AL - Telco CAPEX Excluding Leasings & Other Contractual Rights 5.2 46.3 796.5% (1) Fixed residential ARPU reestated from 1Q19 to include Revenues of SIM cards integrated in residential bills • We delivered another quarter of healthy RGU growth across all businesses and with particular strength in mobile. Total RGUs increased by 89.4 thousand net additions of which 77.9 came from mobile (85.6% in mobile post-paid contracts). • Fixed Broadband services increased by 6.3 thousand and Fixed PayTV by 7.5 thousand net additions respectively, reflecting the regard with which Portuguese consumers view our next generation fixed connectivity solutions and the high value proposition of our NOS TV solutions. • Convergence remains a key preference of consumers with an additional 15.2 thousand customers taking their residential services in integrated bundles representing 68% of the fixed customer base by the end of the quarter. 5 1 • Cinema operations kept up their positive trajectory over the previous year, with ticket sales up by 52% in 1Q23 to 1,502 thousand, again recovering well only down by 19% versus 1Q19. Operating momentum driving solid financial results • Consolidated revenues grew 2.2% yoy to 381.4 million euros, with EBITDA growth of 8.8% to 173.5 million and EBITDA AL of 6.2% to 146.2 million euros. • Telco Revenues grew by 0.9% to 369.2 million euros impacted for the high volume of resale revenues booked in 1Q22. Adjusting for low margin resale revenues, Telco Revenues would have grown by 5.4%. Audiovisual and Cinema Revenues grew by 22.6% to 20.4 million euros. • Telco EBITDA increased 9.4% yoy to 163.7 million euros. Telco EBITDA AL increased 6.3% yoy to 138.9 million euros, Audiovisual and Cinema EBITDA AL increased 5.8% to 7.2 million euros. General inflationary pressures continued to affect the cost base albeit ongoing operating efficiencies helped to offset the impact. • Net Income attributable to NOS shareholders amounted to 34.9 million euros in 1Q23 representing a decline of 15.1% yoy. • Total CAPEX excluding leasing contracts and other contractual rights was 97.0 million euros in 1Q23, a decline of 26.2% yoy as was expected due to the fact that 5G deployment is decelerating with more than 88% population coverage at the end of 1Q23. • Total Free Cash-Flow Before Dividends, Financial Investments and Own Shares Acquisition in 1Q23 amounted to 28.4million euros reflecting the yoy improvement in EBITDA AL and the anticipated decline in CAPEX. 6 1 Operating and Financial Review The Consolidated Financial Statements for 1Q23have been subject to a limited review. Table 2. Profit and Loss Statement 1Q22 1Q23 1Q23 / 1Q22 (Millions of Euros) Operating Revenues 373.4 381.4 2.2% Telco 365.8 369.2 0.9% Consumer Revenues 247.8 265.1 7.0% Business Revenues 97.1 79.6 (18.0%) Wholesale and Others 21.0 24.5 16.6% (1) Audiovisuals & Cinema 16.6 20.4 22.6% Others and Eliminations (9.1) (8.2) (10.0%) Operating Costs Excluding D&A (213.9) (207.9) (2.8%) Telco (216.1) (205.5) (4.9%) Audiovisuals & Cinema (1) (6.8) (10.5) 53.8% Others and Eliminations 9.1 8.2 (10.0%) EBITDA (2) 159.4 173.5 8.8% EBITDA Margin 42.7% 45.5% 2.8pp Telco 149.6 163.7 9.4% EBITDA Margin 40.9% 44.3% 3.4pp Cinema Exhibition and Audiovisuals 9.8 9.9 0.7% EBITDA Margin 58.9% 48.4% (10.5pp) Depreciation and Amortization (110.4) (120.4) 9.1% (Other Expenses) / Income 2.7 (0.5) 118.2% Operating Profit (EBIT) (3) 51.8 52.6 1.7% Share of profits (losses) of associates and joint ventures 5.3 2.5 (52.3%) (Financial Expenses) / Income (9.1) (13.0) 43.4% Leases Financial Expenses (6.2) (7.4) 19.7% Funding & Other Financial Expenses (2.8) (5.5) 95.1% Income Before Income Taxes 48.0 42.2 (12.1%) Income Taxes (6.9) (7.1) (2.9%) Net Income Before Associates & Non-Controlling Interests 35.8 32.5 (9.1%) Net income 41.1 35.0 (14.7%) Net income attributable to Non-controlling interests 0.0 (0.1) (533.4%) Net Income attributable to NOS shareholders 41.1 34.9 (15.1%) Net Income attributable to NOS shareholders excluding gain from tower sale 41.1 34.9 (15.1%) (1) Includes cinema operations in Mozambique. (2) EBITDA = Operating Profit + Depreciation and Amortization + Integration Costs + Net Losses/Gains on Disposal of Assets + Other Non-Recurrent Losses/Gains (3) EBIT = Income Before Financials and Income Taxes. Leasings (21.9) (27.4) 25.3% Telco (18.9) (24.7) 30.9% Cinema Exhibition and Audiovisuals (3.0) (2.6) (11.0%) Operating costs Excluding D&A AL (235.8) (235.2) (0.2%) Telco (235.0) (230.2) (2.0%) Audiovisuals & Cinema (1) (9.8) (13.2) 34.3% Others and Eliminations 9.1 8.2 (10.0%) EBITDA AL 137.6 146.2 6.2% EBITDA AL margin 36.8% 38.3% 1.5pp Telco 130.7 138.9 6.3% EBITDA AL margin 35.7% 37.6% 1.9pp Audiovisuals & Cinema 6.8 7.2 5.8% EBITDA AL margin 41.1% 35.5% (5.6pp) 7 1 Revenues Consolidated revenues in 1Q23 grew by 2.2% YoY to 381.4 million euros, driven by the strength of operational performance across all business segments. Telco revenues were 0.9% higher yoy, reaching 369.2 million euros, impacted for the high volume of resale revenues booked in 1Q22. Adjusting for low margin resale revenues, Telco Revenues would have grown by 5.4% and consolidated revenues by 6.6%. This very positive growth was driven primarily by strong growth of 7.0% in the B2C segment driven by increased RGUs and improved customer value mix. B2B revenues, adjusted for the impact of the low margin B2B resale revenues decreased by 2.7%. Wholesale and other revenues also continued to grow strongly, driven by the ongoing recovery in roaming revenues and a rise in low margin mass calling services. Audiovisual distribution and cinema exhibition revenues in 1Q23 grew by 22.6% yoy to 20.4 million euros, reflecting the ongoing recovery in cinema sales, in particular impacted by the very strong attendance driven by "Avatar: The Way of Water" which became the highest GBO movie ever in Portugal. This growth was also supported by the successful screening of other blockbuster movies such as, "Puss in Boots: Last Wish" and "Creed III" showing that cinema going is very much alive as long as there are popular movies on show in theatres. Table 3. Operating Indicators ('000) 1Q22 1Q23 1Q23 / 1Q22 Cinema (1) Revenue per Ticket (Euros) 5.5 6.1 10.0% Tickets Sold - NOS 987.6 1,501.7 52.1% Tickets Sold - Total Portuguese Market (2) 1,564.0 2,316.3 48.1% Screens (units) 208 214 2.9% (1) Portuguese Operations (2) Source: ICA - Portuguese Institute For Cinema and Audiovisuals 8 1 OPEX, EBITDA, EBITDA AL and Net Results As from 1Q23 we will focus our review of operational profitability on EBITDA AL, equivalent to pre IFRS16 EBITDA. EBITDA will continue to be included, for reference and continuity in the coming quarters, in our reported financial tables. Consolidated EBITDA maintained a very positive trend in 1Q23 increasing 8.8% to 173.5 million euros. Consolidated EBITDA AL increased by 6.2% to 146.2 million euros. Telco EBITDA AL posted a strong yoy increase of 6.3% to 138.9 million euros, while Audiovisual and Cinema EBITDA AL increased by 5.8% to 7.2 million euros. Consolidated OPEX after leases remained flat yoy at 235.2 million euros. We continue our efforts to contain costs to offset global inflationary pressures and we remain focused on maintaining a positive margin trajectory, as we explore ways to optimize our cost base. This quarter the cost items more negatively affected by inflation were wages and salaries and external services, particularly the services with a high labour cost component. Commercial and service costs were also impacted by inflation. Also leasing costs increased due essentially to the additional tower sale executed in 2022 and to the inflationary environment, in the case of the tower leasing inflation adjustments are capped at 2%. On the positive side, we recorded a very significant decline in COGS due to the lower sales of low margin software and IT resale revenues in comparison with 1Q22. Also we maintained an efficient management of energy costs which started to revert and contribute positively to EBITDA AL evolution. Consolidated Net Results for 1Q23 amounted to 34.9 million euros representing a decline of 15.1% in comparison with 1Q22 explained mostly by an increase in D&A to 120.4 million euros, reflecting the high capex levels of 2021 and 2022. Also net financial costs increased to 13.0 million euros, impacted primarily by the increased interest rate environment. 9 1 CAPEX Total CAPEX, excluding leasing contracts and other contractual rights, was significantly lower at 97.0 million euros, a reduction of 26.2% yoy, confirming the strong deceleration of 5G deployment which had already reached population coverage of 88% by the end of 1Q23. As a result, investment in Telco Technical CAPEX amounted to 53.4 million euros, of which 21.8 related to network expansion, substitution and integration projects, down 56.6% yoy. We remain committed to maintaining our network leadership position and providing customers with the best possible connectivity solutions however this strategic ambition will be achievable with a more normalized level of investment going forward. Customer related CAPEX was 39.2 million euros in the period, 8.2% yoy, reflecting the inflation in unit costs of CPEs, and also increase in the labour component of sales commissions and installation. Audiovisuals and Cinema CAPEX in 1Q23 reached 4.4 million euros. Table 4. (1) 1Q22 1Q23 1Q23 / 1Q22 CAPEX (Millions of Euros) Total CAPEX Excluding Leasing Contracts, Spectrum license & Other 131.4 97.0 (26.2%) Contractual Rights Telco 125.6 92.6 (26.2%) % of Telco Revenues 34.3% 25.1% (9.2pp) o.w. Technical CAPEX 89.4 53.4 (40.2%) % of Telco Revenues 24.4% 14.5% (10.0pp) Baseline Telco 39.0 31.6 (19.0%) Network Expansion / Substitution and Integration Projects and Others 50.4 21.8 (56.6%) o.w. Customer Related CAPEX 36.2 39.2 8.2% % of Telco Revenues 9.9% 10.6% 0.7pp Audiovisuals and Cinema Exhibition 5.8 4.4 (24.9%) Leasing Contracts & Other Contractual Rights 11.8 29.1 145.9% Spectrum licenses 0.0 0.0 n.a. Total Group CAPEX 143.3 126.1 (12.0%) (1) CAPEX = Increase in Tangible and Intangible Fixed Assets, Contract Costs and Rights of Use 10 1 Cash Flow Table 5. Cash Flow (Millions of Euros) 1Q22 1Q23 1Q23 / 1Q22 EBITDA AL 137.6 146.2 6.2% Total CAPEX Excluding Leasings, Spectrum License & Other Contractual (131.4) (97.0) (26.2%) Rights EBITDA AL - Total CAPEX Excluding Leasings, Spectrum License & Other 6.2 49.1 698.3% Contractual Rights % of Revenues 1.6% 12.9% 11.2pp Non-Cash Items Included in EBITDA AL - CAPEX and Change in Working 1.9 (5.2) (372.5%) Capital Operating Cash Flow 8.1 44.0 445.6% Interest Paid (3.2) (4.7) 47.1% Income Taxes Paid (0.2) 0.0 (120.5%) Disposals 0.5 0.3 (51.6%) (2) Other Cash Movements (1.0) (11.2) (972.2%) Total Free Cash-Flow Before Dividends, Financial Investments and Own Shares 4.1 28.4 590.6% Acquisition Financial Investments 0.2 0.1 (63.1%) Acquisition of Own Shares (2.9) (4.4) 50.9% Dividends 0.0 0.0 n.a. Free Cash Flow 1.4 24.0 1659.9% Debt Variation Through Financial Leasing, Accruals & Deferrals & Others (0.2) (1.0) 391.8% Change in Net Financial Debt (1.2) (23.0) 1883.8% (1) Includes Long Term Contracts. (2) Includes Cash Restructuring Payments and Other Cash Movements. In 1Q23, EBITDA AL minus total CAPEX excluding leases and other contractual rights amounted to 49.1 million euros, a significant increase compared to 6.2 million euros in 1Q22, reflecting the positive trend in EBITDA AL and reduction in investment following peak CAPEX levels recorded in 2022. Total FCF for the quarter was 28.4 million euros, reflecting very solid operating performance. This quarter was impacted negatively by “Other Cash Movements” of 11.2 million euros, representing mostly the tower sale VAT payment of 10.3 million euros that was received from the final tower transaction in 4Q22. Excluding this non-recurrent VAT payment from the tower transaction, FCF would have amounted to 38.7 million euros. 11 1 Consolidated Balance Sheet Table 6. Balance Sheet (Millions of Euros) 1Q22 1Q23 1Q23 / 1Q22 Non-current Assets 2,795.8 2,930.1 4.8% Current Assets 536.8 558.5 4.0% Total Assets 3,332.7 3,488.6 4.7% Total Shareholders' Equity 1,007.3 1,083.3 7.5% Non-current Liabilities 1,537.7 1,382.7 (10.1%) Current Liabilities 787.7 1,022.6 29.8% Total Liabilities 2,325.4 2,405.3 3.4% Total Liabilities and Shareholders' Equity 3,332.7 3,488.6 4.7% Capital Structure and Funding Table 7. Net Financial Debt (Millions of Euros) 1Q22 1Q23 1Q23 / 1Q22 Short Term 99.1 342.9 246.2% Medium and Long Term 947.0 649.4 (31.4%) Total Debt 1,046.0 992.3 (5.1%) Cash and Short Term Investments 15.5 23.1 49.2% Net Financial Debt (1) 1,030.5 969.2 (6.0%) Net Financial Debt / EBITDA after lease payments (last 4 quarters) (2) 1.96x 1.74x (0.11pp) Leasings and Long Term Contracts 528.8 638.9 20.8% Net Debt 1,559.3 1,608.1 3.1% Net Debt / EBITDA 2.49x 2.42x (0.03pp) Net Financial Gearing (3) 60.8% 59.8% -1.7% (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). As of the end of 1Q23, NOS had a total net debt, including leasings and long-term contracts (according to IFRS16) of 1,608.1 million euros. Net financial debt stood at 969.2 million euros with a cash and short-term investment position on the balance sheet of 23.1 million euros. NOS has a strong funding position with unissued commercial paper programmes of 387.5 million euros. Net financial debt / EBITDA AL stood at 1.74x in 1Q23, which is comfortably below NOS’ target leverage ratio of around 2x net financial debt / EBITDA AL. The all-in average cost of debt for 1Q23 was 2.3%, an increase versus last quarter reflecting the increasing interest rate context. As at 31 March 2023, the proportion of NOS’ issued debt paying interest at a fixed rate was approximately 63%. At the end of 1Q23, the average maturity of NOS debt was 2.7 years. 12 1 General Meeting and Shareholder Remuneration On 5 April 2023, NOS’ held its Annual General Meeting. All points on the agenda were approved and as a result, NOS’ shareholders approved an ordinary dividend payment of 27.8c per share, in line with last year and an extraordinary dividend of 15.2c per share, linked to the capital gain and FCF generated by the tower sale transaction closed in 2022. Payment of the total dividend was made on 21 April 2023. Upon payment of this dividend, NOS maintains a solid capital structure, remaining below its target net debt ratio of 2x NFD / EBITDA AL. NOS remains robustly positioned to meet future investments and committed to continuing to distribute an attractive level of dividends whilst maintaining a strategic focus on preserving a strong capital structure to support continued delivery of sustainable value creation for shareholders. 13 02 14 2 CONDENSED CONSOLIDATED STATEMENT OF THE FINANCIAL POSITION AT 31 MARCH 2022, 31 DECEMBER 2022 AND 31 MARCH 2023 (Amounts stated in thousands of euros) NOTES 31-03-2022 31-12-2022 31-03-2023 ASSETS NON - CURRENT ASSETS: Tangible assets 7 1,077,803 1,107,052 1,105,945 Investment property 617 514 511 Intangible assets 8 1,204,881 1,209,558 1,205,040 Contract costs 9 161,375 160,594 161,105 Rights of use 10 232,903 297,723 308,447 Investments in jointly controlled companies and associated companies 11 27,668 38,961 41,311 Accounts receivable - other 12 5,583 4,758 4,574 Tax receivable 13 61 369 262 Other financial assets non-current 14 2,143 5,248 5,286 Deferred income tax assets 15 82,349 89,554 87,459 Derivative financial instruments 20 460 11,249 10,111 TOTAL NON - CURRENT ASSETS 2,795,843 2,925,580 2,930,051 CURRENT ASSETS: Inventories 16 51,057 67,223 70,570 Accounts receivable - trade 17 330,915 319,441 318,200 Contract assets 18 60,916 60,095 61,045 Accounts receivable - other 12 18,850 16,632 18,181 Tax receivable 13 5,236 6,906 7,163 Prepaid expenses 19 54,041 52,232 60,237 Derivative financial instruments 20 322 - - Cash and cash equivalents 21 15,497 15,215 23,121 TOTAL CURRENT ASSETS 536,834 537,744 558,517 TOTAL ASSETS 3,332,677 3,463,324 3,488,568 15 2 CONDENSED CONSOLIDATED STATEMENT OF THE FINANCIAL POSITION AT 31 MARCH 2022, 31 DECEMBER 2022 AND 31 MARCH 2023 (Amounts stated in thousands of euros) NOTES 31-03-2022 31-12-2022 31-03-2023 SHAREHOLDER'S EQUITY Share capital 22.1 5,152 855,168 855,168 Capital issued premium 22.2 854,219 4,202 4,202 Own shares 22.3 (12,278) (15,968) (14,377) Legal reserve 22.4 1,030 1,030 1,030 Other reserves and accumulated earnings 22.4 111,686 (22,914) 195,943 Net Income 41,108 224,574 34,915 EQUITY BEFORE NON - CONTROLLING INTERESTS 1,000,917 1,046,092 1,076,881 Non-controlling interests 23 6,344 6,251 6,374 TOTAL EQUITY 1,007,261 1,052,343 1,083,255 LIABILITIES NON - CURRENT LIABILITIES: Borrowings 24 1,409,383 1,210,181 1,207,297 Provisions 25 80,774 81,267 80,875 Accounts payable - other 29 38,570 42,128 41,691 Deferred income 27 3,802 2,824 2,753 Deferred income tax liabilities 3.2 & 15 48,327 50,125 50,098 TOTAL NON - CURRENT LIABILITIES 1,580,856 1,386,525 1,382,714 CURRENT LIABILITIES: Borrowings 24 165,463 427,453 423,906 Accounts payable - trade 28 277,921 253,355 268,893 Accounts payable - other 29 30,229 53,789 33,894 Tax payable 3.2 & 13 30,832 38,842 41,612 Accrued expenses 26 204,321 212,430 212,667 Deferred income 27 35,790 38,190 40,915 Derivative financial instruments 20 4 397 712 TOTAL CURRENT LIABILITIES 744,560 1,024,456 1,022,599 TOTAL LIABILITIES 2,325,416 2,410,981 2,405,313 TOTAL LIABILITIES AND SHAREHOLDER´S EQUITY 3,332,677 3,463,324 3,488,568 As a standard practice, only the annual accounts are audited, therefore the quarterly amounts were not audited autonomously. The Notes to the Financial Statements form an integral part of the consolidated statement of financial position as at 31 March 2023. The Chief Accountant The Board of Directors 16 2 CONDENSED CONSOLIDATED STATEMENT OF INCOME BY NATURE FOR THE QUARTERS ENDED ON 31 MARCH 2022 E 2023 (Amounts stated in thousands of euros) NOTES 3M 22 3M 23 REVENUES: Services rendered 327,970 349,336 Sales 37,925 25,410 Other operating revenues 7,472 6,658 30 373,367 381,404 COSTS, LOSSES AND GAINS: Wages and salaries 31 20,292 21,967 Direct costs 32 80,521 81,599 Costs of products sold 33 35,073 21,780 Marketing and advertising 5,274 9,180 Support services 34 20,630 24,033 Supplies and external services 34 38,173 35,784 Other operating losses / (gains) 334 289 Taxes 8,788 9,016 Provisions and adjustments 35 4,841 4,212 Depreciation, amortization and impairment losses 7,8,9,10 & 37 110,405 120,405 Reestructuring costs 38 1,006 359 Losses / (gains) on sale of assets, net 7&8 (15) (80) Other losses / (gains) non recurrent net 39 (3,718) 218 321,604 328,762 INCOME BEFORE LOSSES / (GAINS) PARTICIPATED 51,763 52,642 COMPANIES, FINANCIAL RESULTS AND TAXES Net losses / (gains) of affiliated companies 12 & 36 (5,307) (2,530) Financial costs 40 8,138 11,880 Net foreign exchange losses / (gains) 92 121 Net losses / (gains) on financial assets 34 4 Net other financial expenses / (income) 40 786 973 3,743 10,448 INCOME BEFORE TAXES 48,020 42,194 Income taxes 15 6,943 7,146 NET CONSOLIDATED INCOME 41,077 35,048 ATTRIBUTABLE TO: NOS Group Shareholders 41,108 34,915 Non-controlling interests 23 (31) 133 EARNINGS PER SHARES Basic – euros 41 0.08 0.07 Diluted – euros 41 0.08 0.07 As a standard practice, only the annual accounts are audited, therefore the quarterly amounts were not audited autonomously. The Notes to the Financial Statements form an integral part of the consolidated statement of income by nature for the quarter ended on 31 March 2023. The Chief Accountant The Board of Directors 17 2 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE QUARTERS ENDED ON 31 MARCH 2022 AND 2023 (Amounts stated in thousands of euros) NOTES 3M 22 3M 23 NET CONSOLIDATED INCOME 41,077 35,048 OTHER INCOME ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO THE INCOME STATEMENT: Accounting for equity method 11 4,270 (180) Fair value of interest rate swap 20 10 (979) Deferred income tax - interest rate swap 20 (2) 220 Fair value of equity swaps 20 281 - Deferred income tax - equity swap 20 (63) - Fair value of exchange rate forward 20 82 (512) Deferred income tax - exchange rate forward 20 (24) 149 Currency translation differences and others (14) 15 INCOME RECOGNISED DIRECTLY IN EQUITY 4,540 (1,287) TOTAL COMPREHENSIVE INCOME 45,617 33,761 ATTRIBUTABLE TO: NOS Group Shareholders 45,648 33,628 Non-controlling interests (31) 133 45,617 33,761 As a standard practice, only the annual accounts are audited, therefore the quarterly amounts were not audited autonomously. The Notes to the Financial Statements form an integral part of the consolidated statement of comprehensive income for the quarter ended on 31 March 2023. The Chief Accountant The Board of Directors 18 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY FOR THE QUARTERS ENDED ON 31 MARCH 2022 AND 2023 (Amounts stated in thousands of euros) ATTRIBUTABLE TO NOS GROUP SHAREHOLDERS NON - CAPITAL SHARE OWN LEGAL OTHER NET CONTROLLING TOTAL NOTES ISSUED INTERESTS CAPITAL SHARES RESERVE RESERVES INCOME PREMIUM BALANCE AS AT 1 JANUARY 2022 5,152 854,219 (12,353) 1,030 (35,586) 144,159 6,379 963,000 Result appropriation Transfers to reserves - - - - 144,159 (144,159) - - Aquisition of own shares 22.3 - - (3,358) - - - - (3,358) Distribution of own shares: Distribution of own shares - share incentive scheme 22.3 - - 3,147 - (3,147) - - - Distribuition of own shares - other remunerations 22.3 - - 286 - (14) - - 272 Share Plan - costs incurred in the period and others - - - - 1,734 - (4) 1,730 Comprehensive Income - - - - 4,540 41,108 (31) 45,617 BALANCE AS AT 31 MARCH 2022 5,152 854,219 (12,278) 1,030 111,686 41,108 6,344 1,007,261 BALANCE AS AT 1 JANUARY 2023 855,168 4,202 (15,968) 1,030 (22,914) 224,574 6,251 1,052,343 Result appropriation Transfers to reserves - - - - 224,574 (224,574) - - Aquisition of own shares 22.3 - - (4,422) - - - - (4,422) Distribution of own shares: Distribution of own shares - share incentive scheme 22.3 - - 5,902 - (5,902) - - - Distribuition of own shares - other remunerations 22.3 - - 111 - 6 - - 117 Share Plan - costs incurred in the period and others 45 - - - - 1,466 - (10) 1,456 Comprehensive Income - - - - (1,287) 34,915 133 33,761 BALANCE AS AT 31 MARCH 2023 855,168 4,202 (14,377) 1,030 195,943 34,915 6,374 1,083,255 - As a standard practice, only the annual accounts are audited, therefore the quarterly amounts were not audited autonomously. The Notes to the Financial Statements form an integral part of the consolidated statement of changes in shareholders equity for the quarter ended on 31 March 2023. The Chief Accountant The Board of Directors 19 2 CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE QUARTERS ENDED ON 31 MARCH 2022 AND 2023 (Amounts stated in thousands of euros) NOTES 3M 22 3M 23 OPERATING ACTIVITIES Collections from clients 427,725 438,699 Payments to suppliers (214,715) (200,329) Payments to employees (23,022) (22,326) Receipts / (Payments) relating to income taxes (230) 47 Other cash receipts / (payments) related with operating activities (8,683) (15,188) CASH FLOW FROM OPERATING ACTIVITIES (1) 181,075 200,903 INVESTING ACTIVITIES CASH RECEIPTS RESULTING FROM Financial investments 275 275 Tangible assets 579 - Intangible assets 1,142 1,354 1,996 1,629 PAYMENTS RESULTING FROM Financial investments 4 & 14 (88) (206) Tangible assets (93,424) (82,080) Intangible assets and contract costs (58,325) (54,681) (151,837) (136,967) CASH FLOW FROM INVESTING ACTIVITIES (2) (149,841) (135,338) FINANCING ACTIVITIES CASH RECEIPTS RESULTING FROM Borrowings 152,200 23,000 152,200 23,000 PAYMENTS RESULTING FROM Borrowings (150,000) (33,500) Lease rentals (principal) (16,901) (23,784) Interest and related expenses (10,871) (13,675) Aquisition of own shares 22.3 (2,930) (4,422) (180,702) (75,381) CASH FLOW FROM FINANCING ACTIVITIES (3) (28,502) (52,381) Change in cash and cash equivalents (4)=(1)+(2)+(3) 2,732 13,184 Effect of exchange differences 3 (2) Cash and cash equivalents at the beginning of the year 10,170 8,079 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 22 12,905 21,261 Cash and cash equivalents 21 15,497 23,121 Bank overdrafts 24 (2,592) (1,860) As a standard practice, only the annual accounts are audited, therefore the quarterly amounts were not audited autonomously. The Notes to the Financial Statements form an integral part of the consolidated statement of cash flows for the quarter ended on 31 March 2023. The Chief Accountant The Board of Directors 20 2 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2023 (Amounts stated in thousands of euros, unless otherwise stated) 1. Introductory Note NOS, SGPS, S.A. ("NOS", “NOS SGPS” or "Company"), formerly named ZON OPTIMUS, SGPS, S.A. (“ZON OPTIMUS”) and until 27 August 2013, named ZON Multimédia – Serviços de Telecomunicações e Multimédia, SGPS, S.A. (“ZON”), with Company headquarters registered at Rua Actor António Silva, nº9, Campo Grande, was established by Portugal Telecom, SGPS, S.A. ("Portugal Telecom") on 15 July 1999 for the purpose of implementing its multimedia business strategy. During the 2007 financial year, Portugal Telecom proceeded with the spin-off of ZON through the attribution of its participation in the company to their shareholders, which become fully independent from Portugal Telecom. During the 2013 financial year, ZON and Optimus, SGPS, S.A. ("Optimus SGPS") have merged through the incorporation of Optimus SGPS into ZON. Thereafter, the Company adopted the designation of ZON OPTIMUS, SGPS, S.A.. On 20 June 2014, because of the launch of the new brand “NOS” on 16 May 2014, the General Meeting of Shareholders approved the change of the Company’s name to NOS, SGPS, S.A.. The businesses operated by NOS and its associated companies, form the "NOS Group" or "Group", which includes cable and satellite television services, voice and Internet access services, video production and sale, advertising on Pay TV channels, cinema exhibition and distribution, the production of channels for Pay TV, management of datacenters and consulting services in IT, mainly in the Portuguese market. NOS shares are listed on the Euronext Lisbon market. The shareholders’ structure of the Group as at 31 March 2023 is shown in Note 22. The business of NOS Comunicações, S.A. (“NOS SA”) and its subsidiaries, NOS Technology, NOS Açores, NOS Madeira, NOS Wholesale, NOS Sistemas and BLU comprehends: a) cable and satellite television distribution; b) the operation of the latest generation mobile communication network, GSM/UMTS/LTE/5G; c) the operation of electronic communications services, including data and multimedia communication services in general; d) IP voice services ("VOIP" - Voice over IP); e) Mobile Virtual Network Operator (“MVNO”), f) the provision of consultancy and similar services directly or indirectly related to the above mentioned activities and services, and g) datacentre management and consulting services in IT. The business of these companies is regulated by Law no. 5/2004 (Electronic Communications Law), which establishes the legal regime governing electronic communications networks and services. The main activity of NOS Audio – Sales and Distribution, S.A., previously designated NOS Lusomundo TV, S.A. and the result of the merger of NOSPUB with NOS Lusomundo TV on December 2020, is the negotiation, acquisition and distribution of content rights and other multimedia products to television and other platforms of distribution, currently producing films and series channels through the compilation of the acquired contents, which are distributed, among other operators, by NOS SA and its subsidiaries. This company also manages the advertising space on Pay TV channels and in the cinemas of NOS Cinemas. NOS Audiovisuais and NOS Cinemas, together with their associated companies, operate in the audiovisual sector, which includes video production and sale, cinema exhibition and distribution, and the acquisition/negotiation of Pay TV and VOD (video-on-demand) rights. NOS Inovação main activities are conducting and stimulating scientific activities of R&D (it owns all the intellectual property developed within the NOS Group, intending to guarantee the return of the initial investment through the commercialization of patents and concessions regarding commercial operation, as a result of the creation of new products and services), the demonstration, disclosure, technology and training transfers in the services and information management domains as well as fixed and mobile solutions of the latest generation of TV, internet, voice and data solutions. These notes to the Financial Statements follow the order in which the items are shown in the consolidated financial statements. 21 2 The consolidated financial statements for the quarter ended on 31 March 2023 were approved by the Board of Directors and their issue authorised on 26 April 2023. 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. 2. Accounting policies The principal accounting policies adopted in the preparation of the financial statements are described below. These policies were consistently applied to all the financial years presented, unless otherwise stated. 2.1. Principles of presentation The consolidated financial statements were prepared in accordance with IAS 34 Interim Financial Reporting (“IAS 34”). Therefore, these financial statements do not include all the information required by IFRS, so they must be read in conjunction with the consolidated financial statements for the year ended on 31 December 2022. The consolidated financial statements are presented in euros as this is the main currency of the Group's operations and all amounts are presented in thousands of euros, except when referred to the financial statements of subsidiaries located abroad were converted into euros in accordance with the accounting policies described in Note 2.3.21. The consolidated financial statements were prepared on a going concern basis from the ledgers and accounting records of the companies included in the consolidation (Annex A)), using the historical cost convention, adjusted when necessary for the valuation of financial assets and liabilities (including derivatives) at their fair value (Note 2.3.24). In preparing the consolidated financial statements in accordance with IFRS, the Board used estimates, assumptions, and critical judgments with impact on the value of assets and liabilities and the recognition of income and costs in each reporting period. Although these estimates were 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 higher element of judgment and estimates are described in Note 3. The Board of Directors is convinced that there are no material uncertainties that might question this assumption. An analysis was made that the Group has the necessary resources to continue its operations into the future, 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 that it complies explicitly and without reservation with IAS/IFRS reporting standards and related SIC/IFRIC interpretations as approved by the European Union. Changes in accounting policies and disclosures The following standards, interpretations, amendments and revisions adopted (“endorsed”) by the European Union were mandatory for the first time on the financial year beginning 1 January 2023: • IFRS 17 – Insurance Contracts. IFRS 17 applies to all insurance contracts (i.e. life, non-life, direct insurance and reinsurance) regardless of the type of entity that issues them, as well as some guarantees and some financial instruments with discretionary participation features. Overall, IFRS 17 provides an accounting model for insurance contracts that is more useful and more consistent for issuers. In contrast to the requirements of IFRS 4, which are based on previously adopted local accounting policies, IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects. • Amendments to IFRS 17 – Insurance contracts – Initial application of IFRS 17 and IFRS 9 – Comparative information. This amendment to IFRS 17 relates to the presentation of comparative information for financial assets in initial application of IFRS 17. The amendment adds a transition option that permits an entity to apply an 'overlay' in classifying a financial asset in the comparative period(s) presented in initial application of IFRS 17. The overlay permits all financial assets, including those held in relation to non-contractual activities within the scope of IFRS 17, to be classified, instrument by instrument, in the comparative period(s) in a manner aligned with how the entity expects those assets to be classified on initial application of IFRS 9. 22 2 • Amendments to IAS 1 – Disclosure of accounting policies. These amendments are intended to assist the entity in disclosing 'material' accounting policies, previously referred to as 'significant' policies. However, due to the absence of this concept in the IFRS standards, it was decided to replace it by the concept 'materiality', a concept already known to users of financial statements. In assessing the materiality of accounting policies, the entity has to consider not only the size of transactions but also other events or conditions and the nature of these. • Amendments to IAS 8 - Definition of accounting estimates. The amendment clarifies the distinction between change in accounting estimate, change in accounting policy and correction of errors. In addition, it clarifies how an entity uses measurement techniques and inputs to develop accounting estimates. • Amendments to IAS 12 – Deferred tax related to assets and liabilities arising from a single transaction. The amendment clarifies that payments that settle a liability are tax deductible, however it is a matter of professional judgement whether such deductions are attributable to the liability that is recognised in the financial statements or the related asset. This judgment is important in determining whether there are temporary differences in the initial recognition of the asset or liability. Thus, the initial recognition exception is not applicable to transactions that gave rise to equal taxable and deductible temporary differences. It is only applicable if the recognition of a leasing asset and a leasing liability gives rise to taxable and deductible temporary differences that are not equal. These standards and amendments had no material impacts on the consolidated financial statements of the Group. The following standards, interpretations, amendments and revisions, with mandatory application in future financial years, have not been endorsed by the European Union, until the date of approval of these financial statements: • Amendments to IAS 1 – Disclosure of accounting policies. Classification of current and non-current liabilities. This amendment intends to clarify the classification of liabilities as current or non-current balances depending on the rights that an entity has to defer its payment, at the end of each reporting period. The classification of liabilities is not affected by the entity's expectations (the assessment should determine whether a right exists, but should not consider whether the entity will or will not exercise that right), or by events that occur after the reporting date, such as non-compliance with a covenant. However, if the right to defer settlement for at least twelve months is subject to the fulfilment of certain conditions after the reporting date, those criteria do not affect the right to defer settlement for the purpose of classifying a liability as current or non-current. This amendment also includes a new definition of "settlement" of a liability and is applicable retrospectively. • Amendments to IFRS 16 – Leasings - Responsibility of a lease in a sale and leaseback transaction. This amendment specifies the requirements regarding the subsequent measurement of lease liabilities, related to sale and leaseback transactions that qualify as "sale" in accordance with the principles of IFRS 15, focusing on variable lease payments that do not depend on an index or rate. In subsequently measuring lease liabilities, seller-lessees shall determine "lease payments" and "revised lease payments" in a manner that does not recognise any gain or loss related to the retained right-of-use. Applying these requirements does not prevent a seller-lessee from recognising, in the income statement, any gain or loss relating to the partial or total "sale" as required by paragraph 46(a) of IFRS 16. This amendment is retrospective. The Group did not apply any of these standards in advance in the financial statements in the quarter ended on 31 March 2023. No significant impacts on the financial statements resulting from their adoption are estimated. 23 2 2.2. Bases of Consolidation Controlled companies Controlled companies were consolidated by the full consolidation method. Control is deemed to exist when the Group is exposed or has rights, because of their involvement, to a variable return of the entity's activities, and has capacity to affect this return through the power over the entity. Namely, when the Company directly or indirectly holds a majority of the voting rights at a General Meeting of Shareholders or has the power to determine the financial and operating policies. In situations where the Company has, in substance, control of other entities created for a specific purpose, although it does not directly hold equity in them, such entities are consolidated by the full consolidation method. The entities in these situations are listed in Annex A). The interest of third parties in the equity and net profit of such companies’ income presented separately in the consolidated statement of financial position and in the consolidated statement, respectively, under the item “Non-controlling Interests” (Note 23). The identifiable acquired assets and the liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the acquisition date, irrespective of the existence of non-controlled interests. The excess of acquisition cost over the fair value of the Group’s share of identifiable acquired assets and liabilities is stated in Goodwill. When the acquisition cost is less than the fair value of the identified net assets, the difference is recorded as a gain in the income statement in the period in which the acquisition occurs. The non-controlling interests are initially recognized as their proportion of the fair value of the identifiable assets and liabilities. On the acquisition of additional equity shares in companies already controlled by the Group, the difference between the share of capital acquired and the corresponding acquisition value is recognized directly in equity. When an increase in position in the capital of an associated company results in the acquisition of control, with the latter being included in the consolidated financial statements by the full consolidation method, the share of the fair values assigned to the assets and liabilities, corresponding to the percentages previously held, is stated in the income statement. The directly attributable transaction costs are recognized immediately in profit or loss. When the Group loses control over a controlled entity, the assets and liabilities of that entity, and any non-controlling interests and other components recognised in equity, are derecognised. Any resulting gain or loss is recognised in the income statement. Any interest retained in the entity is measured at fair value when control is lost. Intercompany transactions, balances, unrealized gains on transactions and dividends distributed between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction shows evidence of impairment of the transferred asset. When necessary, adjustments are made to the financial statements of controlled companies in order to align their accounting policies with those of the Group. Jointly controlled companies The classification of investments as jointly controlled companies is determined based on the existence of shareholder agreements, which show and regulate the joint control. Financial investments of jointly controlled companies (Annex C)) are stated by the equity method. Under this method, financial investments are adjusted periodically by an amount corresponding to the share in the net profits of jointly controlled companies, as a contra entry in “Losses / (gains) of affiliated companies” in the income statement before financial results and taxes. Direct changes in the post-acquisition equity of jointly controlled companies are recognized as the value of the shareholding as a contra entry in reserves, in equity. Additionally, financial investments may also be adjusted for recognition of impairment losses. Any excess of acquisition cost over the fair value of identifiable net assets and liabilities (goodwill) is recorded as part of the financial investment of jointly controlled companies and subject to impairment testing when there are indicators of loss of value. When the acquisition cost is less than the fair value of the identified net assets, the difference is recorded as a gain in the income statement in the period in which the acquisition occurs. Losses in jointly controlled companies, which exceed the investment made in them, are not recognized, except when the Group has entered into undertakings with that entity. 24 2 Dividends received from these companies are recorded as a reduction in the value of the financial investments. Associated companies An associated company is a company in which the Group exercises significant influence through participation in decisions about its financial and operating policies, but in which does not have control or joint control. Any excess of the acquisition cost of a financial investment over the fair value of the identifiable net assets is recorded as goodwill and is added to the value of the financial investment and its recovery is reviewed annually or whenever there are indications of possible loss of value. When the acquisition cost is less than the fair value of the identified net assets, the difference is recorded as a gain in the statement of comprehensive income in the period in which the acquisition occurs. Financial investments in associated companies (Annex B)) are stated by the equity method. Under this method, financial investments are adjusted periodically by an amount corresponding to the share in the net profits of associated companies, as a contra entry in “Losses / (gains) of affiliated companies” in the income statement. Direct changes in the post-acquisition equity of associated companies are recognized as the value of the shareholding as a contra entry in reserves, in equity. Additionally, financial investments may also be adjusted for recognition of impairment losses. Losses in associated companies, which exceed the investment made in them, are not recognized, except when the Group has entered undertakings with that associated company. Dividends received from these companies are recorded as a reduction in the value of the financial investments. Holdings in entities without significant influence Investments made by the Group in entities where it does not have significant influence are initially recorded at cost and subsequently measured at fair value through profit or loss. These investments are presented under "Other financial assets non-current" in the statement of financial position and changes in fair value are recorded against "Net losses / (gains) of affiliated companies" in the income statement. Balances and transactions between group companies Balances and transactions as well as unrealized gains between Group companies, and between them and the parent company, are eliminated in the consolidation. The part of unrealized gains arising from transactions with associated companies or jointly controlled companies attributable to the Group is eliminated in the consolidation. Unrealized losses are similarly eliminated except when they show evidence of impairment of the transferred asset. 2.3. Accounting Policies 2.3.1. Segment Reporting As stipulated in IFRS 8, the Group presents operating segments based on internally produced management information (Note 5). Operating segments are reported consistently with the internal management information model provided to the chief operating decision maker of the Group, who is responsible for allocating resources to the segment and for assessing its performance, and for taking strategic decisions. 2.3.2. Classification of the statement of financial position and income statement The Group presents assets and liabilities in the financial statements based in the current and non-current classification. An asset is classified as current when: • The asset is expected to be realized, sold or consumed in its normal operational cycle; • If the asset is held, essentially, for negotiation purposes; • The asset is expected to be realized 12 months after reported; 25 2 • The asset is a cash or a cash equivalent, unless its trade or use is limited to settle a liability during, at least, 12 months after reporting. A liability is classified as current when: • The liability is expected to be settled in its normal operational cycle; • The liability is held, essentially, for negotiation purposes; • The liability is expected to be settled in a 12 month period after reported; • There is no unconditional right to differ the liability settlement during, at least, 12 months after reported; The remaining assets and liabilities of the Group are classified as non-current. Realizable assets and liabilities due in less than one year from the date of the statement of financial position are classified as current in assets and liabilities, respectively. In accordance with IAS 1, "Integration costs", "Losses / (gains) on disposal of assets" and "Other non-recurring costs / (gains)"reflect unusual costs and revenues, that should be disclosed separately from the usual cost and revenues lines, in order to avoid distortion of the financial information from regular operations, and be consistent with the way the group's financial performance is analyzed and monitored by management. These unusual costs and revenues may not be comparable to similarly titled measures used by other companies. When determining whether an event or transaction is unusual, management considers both quantitative and qualitative factors. Examples of unusual costs and revenues are: business restructuring programs and respective compensation; regulatory affairs and lawsuits; extraordinary impairment of assets due to the reduction of their recoverable amount, sale of non current assets, among others. If costs and revenues meet these criteria, which are applied consistently from year to year, they are treated as unusual and presented in the specific lines above. 2.3.3. Tangible Assets Tangible assets are stated at acquisition cost, less accumulated depreciation and impairment losses, when applicable. Acquisition cost includes, in addition to the purchase price of the asset: (i) costs directly attributable to the purchase; and (ii) the estimated costs of decommissioning and removal of the assets and restoration of the site, which in Group applies to the cinema operation business, telecommunication towers and offices (Note 7). Estimated losses resulting from the replacement of equipment before the end of its useful life due to technological obsolescence are recognized by a deduction, from the corresponding asset as a contra entry in profit and loss. The costs of current maintenance and repairs are recognized as a cost when they are incurred. Significant costs incurred on renovations or improvements to the asset are capitalized and depreciated over the corresponding estimated payback period when it is probable that there will be future economic benefits associated with the asset and when these can be measured reliably. The gains and losses from the disposal of tangible assets, determined by the difference between the sale value and the net book value, are recognized in the item “Losses/ (gains) on disposal of assets”. Depreciation Tangible assets are depreciated from the time they are completed or ready to be used. These assets, less their residual value, are depreciated by the straight-line method, in twelfths, from the month in which they become available for use, according to the useful life of the assets defined as their estimated utility. 26 2 The depreciation rates used correspond to the following estimated useful lives: 2022 2023 (YEARS) (YEARS) Buildings and other constructions 2 - 50 2 - 50 Technical equipment: Network Installations and equipment 7 - 40 7 - 40 Terminal equipment 2-8 1-5 Other technical equipment 1 - 16 1 - 16 Transportation equipment 3-4 3-4 Administrative equipment 2 - 10 2 - 10 Other tangible assets 4-8 4-8 2.3.4. Non-current assets held for sale and discontinued operations The non-current assets (or discontinued operations) are classified as held for sale if the respective value is realizable through a sale transaction instead of its continued use. This situation is considered to happen only when: i) the sale is very likely to happen and the asset is immediately available to be sold in its current conditions, ii) the Company made the commitment to sell, and iii) the sale is expected to take place in a period of 12 months. In this case, the non-current assets are measured by the lower amount between accounting value or the respective fair value deducted from the costs of the sale. The non-current assets held for sale and discontinued operations are measured at the lower of two: i) the accounting value and, ii) the fair value deducted from the costs of the sale. The costs of the sale are the incremental costs directly assigned to the disposal of the asset (or group to be disposed), excluding financial costs and income tax expenses. From the moment that tangible assets are considered to be “held for sale” the inherent depreciation of those assets ceases, and the assets are determined as non-current asset held for sale. A discontinued operation unit is a component of and entity that was disposed or is classified as held for sale and: • Represents an important line of business or geographical area separated from the operational units; • It is an integrant part of a single coordinated plan to dispose an important line of business or geographical area separated from the operational units or; • It is a subsidiary acquired exclusively for resale. Discontinued operations are excluded from the continued operations results and are presented in separate as an amount of net income after taxes from discontinued operations on the financial statement of income by nature. 2.3.5. Intangible Assets Intangible assets are stated at acquisition cost, less accumulated amortization and impairment losses, when applicable. Recognized only when they generate future economic benefits for the Group and when they can be measured reliably. Intangible assets consist mainly of goodwill, telecom and software licenses, content utilization rights and other contractual rights. Group companies periodically carry out an impairment assessment of intangible assets in-progress. This impairment assessment is also carried out whenever events or changes in circumstances indicate that the amount at which the asset is recorded may not be recoverable. When such indications exist, the Group calculates the recoverable value of the asset in order to determine the existence and extent of the impairment loss. Goodwill Goodwill represents the excess of acquisition cost over the net fair value of the assets, liabilities, and contingent liabilities of a subsidiary, jointly controlled company or associated company at the acquisition date, in accordance with IFRS 3. 27 2 Goodwill is recorded as an asset and included in “Intangible assets” (Note 8) in the case of a controlled company or in the case in which the excess of cost has been originated by a merger, and in “Financial investments in group companies” (Note 11) in the case of a jointly controlled company or an associated company. Goodwill is not amortised and is subject to impairment tests at least once a year, on a specified date, and whenever there are changes in the test’s underlying assumptions at the date of the statement of financial position which may result in a possible loss of value. Any impairment loss is recorded immediately in the income statement in “Impairment losses” and is not liable to subsequent reversal. For the purposes of impairment tests, goodwill is attributed to the cash-generating units to which it is related (Note 8), which may correspond to the business segments in which the Group operates, or a lower level. Internally generated intangible assets Internally generated intangible assets, including expenditure on research, are expensed when they are incurred. Research and development costs are only recognized as assets when the technical capability to complete the intangible asset is demonstrated and when it is available for use or sale. Industrial property and other rights Assets classified under this item relate to the rights and licenses acquired under contract by the Group to third parties and used in realizing the Group's activities, and include: • Telecom licenses; • Software licenses; • Content utilization rights; • Other contractual rights. The content exploration rights are recorded in the consolidated statement of financial position, as intangible assets, when the following conditions are fulfilled: (i) there is control over the content, (ii) the Company has the right to choose the way to explore the content, and (iii) it is available for exhibition. The conclusion of contracts relating to sports contents, which are not immediately available, originates rights that are initially classified as contractual commitments. In the specific case of broadcasting rights of sports competitions, these are recognized as assets when the necessary conditions to organize each sports competition are present, which occurs in the homologation date of the participating teams in the competition that is being held in the sports season to be initiated, by the organizing entity, taking into consideration that it is from that date that the conditions for the recognition of an asset are present, namely, the unequivocal attainment of the exploration rights of the games of the stated season. In this situation, the stated rights are recognized in the income statement in “Depreciation, amortization, and impairment losses”, by the linear method, by twelfths, starting from the beginning of the month in which they are available for use. Resulting from agreements concluded for the cession of the exclusive rights to exploit sports content, and as it is permitted by IAS 1, since 2017, NOS presents the net assets and liabilities of the values ceded to other operators, considering that this compensation best reflects the substance of the transactions. When the recognized intangible assets involve payments in periods above 1 year, the intangible asset corresponds to the present value of those payments. Amortization The useful lives of the intangible assets are classified as finite or indefinite. Intangible assets with finite useful lives are amortised over their useful lives, with an impairment analysis carried out whenever there are indications that the amount at which the intangible asset is mentioned in the financial statements may not be recovered. The amortization period and the amortization method of an intangible asset with a finite useful life are reviewed periodically. Any changes in the expected useful life or in the expected pattern of future consumption of the economic benefits incorporated in the asset, are considered in the modification over the period or method of amortization and, if verified, are treated as changes in accounting estimates. The amortization costs of intangible assets with finite lives are recognized in the income statement. 28 2 The assets with finite useful life are amortised by the straight-line method, in twelfths, from the beginning of the month in which they become available for use. The amortization rates used correspond to the following estimated useful lives: 2022 2023 (YEARS) (YEARS) Telecom licences 20 - 33 20 - 33 Software licences 1-8 1-8 Period of the Period of the Content utilization rights contract contract Other 1 to 20 1 to 20 The intangible assets with indefinite useful lives are not amortised, and impairment assessments are performed annually. Accordingly, the useful life of an intangible asset that is not being amortised is periodically reviewed to determine whether events and circumstances continue to support an indefinite useful life assessment for that asset. If not, the change in the assessment of the useful life from indefinite to finite is accounted for as a change in an accounting estimate. An intangible asset is unrecognized in its disposal moment, or when no future economic benefits from its use or disposal are expected. The gain or loss related with an unrecognized intangible asset (determined as the difference between the net income of its disposal, if there is any, and the carrying amount of that same asset) is recognised in the financial statement of income by nature. 2.3.6. Contract Costs This item corresponds to costs incurred in attracting customers and costs associated with fulfilling a contract that are capitalized whenever they meet all of the following criteria: • they are related to an existing contract or a specific future contract; • generate or increase resources that will be used in the future; • costs are expected to be recovered; and • they are not already covered by the scope of another standard, such as inventories, tangible or intangible assets. These costs are recognized for the period expected to fulfill the contract (2 to 4 years). The costs of attracting customers are essentially: • Commissions paid to third parties with the acquisition of new contracts / new customers; • Commissions paid to third parties for upgrading the services provided; • Commissions paid to third parties for renewal of loyalty of services and offers to customers; and • Several commissions with revenue collection. The costs associated with fulfilling the contracts are essentially: • Costs incurred with the portability of mobile / fixed numbers of other operators; • Variable costs, variables, incurred with the activation of services contracted by customers. 29 2 2.3.7. Impairment of non-current assets, excluding goodwill Group companies periodically carry out an impairment assessment of non-current assets. This impairment assessment is also carried out whenever events or changes in circumstances indicate that the amount at which the asset is recorded may not be recoverable. When such indications exist, the Group calculates the recoverable value of the asset to determine the existence and extent of the impairment loss. The recoverable value is estimated for each asset individually or, if that is not possible, assets are grouped at the lowest levels for which there are identifiable cash flows to the cash-generating unit to which the asset belongs. Each of the Group’s businesses is a cash-generating unit, except for the assets allocated to the cinema exhibition business, which are grouped into regional cash-generating units. The recoverable amount is calculated as the higher of the net sale price and the current use value. The net sale price is the amount that would be obtained from the sale of the asset in a transaction between independent and knowledgeable entities, less the costs directly attributable to the sale. The current use value is the current value of the estimated future cash flows resulting from continued use of the asset or of the cash-generating unit. When the amount at which the asset is recorded exceeds its recoverable value, it is recognised as an impairment loss. The reversal of impairment losses recognised in previous years is recorded when there are indications that these losses no longer exist or have decreased. The reversal of impairment losses is recognised in the statement of comprehensive income in the year in which it occurs. However, an impairment loss can only be reversed up to the amount that would be recognised (net of amortization or depreciation) if no impairment loss had been recorded in previous years. 2.3.8. Financial Assets Financial assets are recognised in the statement of financial position of the Group on the trade or contract date, which is the date on which the Group undertakes to purchase or sell the asset. Initially, apart from commercial accounts receivable, financial assets are recognised at fair value plus directly attributable transaction costs, except for assets at fair value through income in which transaction costs are immediately recognised in income. Trade accounts receivable, at the initial time, are recognised at their transaction price, as defined in IFRS 15. The financial assets are derecognised when: • the Group’s contractual rights to receive their cash flows expire; • the Group has substantially transferred all the risks and benefits associated with their ownership; or • although it retains part but not substantially all of the risks and benefits associated with their ownership, the Group has transferred control of the assets. The financial assets and liabilities are offset and shown as a net value when, and only when, the Group has the right to offset the recognised amounts and intends to settle for the net value. The Group classifies its financial assets into the following categories: financial assets at fair value through profit or loss, financial assets measured at amortised cost, financial assets at fair value through other comprehensive income. Its classification depends on the entity's business model to manage the financial assets and the contractual characteristics in terms of the cash flows of the financial asset. Financial assets at fair value through profit and loss This category includes financial derivatives and equity instruments that the Group has not classified as financial assets through other comprehensive income at the time of initial recognition. This category also includes all financial instruments whose contractual cash flows are not exclusively capital and interest. Financial assets at fair value through results are presented in the financial statements at fair value, the net changes being known in the income statement. This category of assets includes derivative instruments and investments in listed companies for which the Company has not classified them as financial assets at fair value through other comprehensive income. Dividends from investments in listed companies are recognised as income in the income statement when the respective right of receipt is formalized. 30 2 Gains and losses resulting from changes in the fair value of assets measured at fair value through profit or loss are recognised in results in the year in which they occur under “Losses / (gains) on financial assets”, including the income from interest and dividends. Financial assets at fair value through other comprehensive income Financial assets measured at fair value through other comprehensive income are those that are part of a business model whose objective is achieved through the collection of contractual cash flows and the sale of financial assets, being that these contractual cash flows are only capital and interest reimbursement on the capital in debt. Financial assets measured at amortised cost Financial assets measured at amortised cost are those that are included in a business model whose purpose is to hold financial assets in order to receive the contractual cashflows, being that these contractual cash flows are only capital reimbursement and interest payments on the capital in debt. Financial assets measured at amortised cost are subsequently measured using the effective tax rate method and subject to impairment. Income and costs are recognised in the income statement when the asset is derecognised, updated or an impairment is recognised over it. Financial assets measured at the Company's amortised cost include accounts receivable and loans granted to related parties. Cash and cash equivalents The amounts included in “Cash and cash equivalents” correspond to the amounts of cash, bank deposits, term deposits and other investments with maturities of less than three months which may be immediately realizable and with a negligible risk of change of value. For the purposes of the statement of cash flows, “Cash and cash equivalents” also includes bank overdrafts included in the statement of financial position under “Borrowings” (when applicable). 2.3.9. Financial liabilities and equity instruments Financial liabilities and equity instruments are classified according to their contractual substance irrespective of their legal form. Equity instruments are contracts that show a residual interest in the Group’s assets after deducting the liabilities. The equity instruments issued by Group companies are recorded at the amount received, net of the costs incurred in their issue. Financial liabilities are recognised only when extinguished, i.e. when the obligation is settled, cancelled, or extinguished. In accordance with IFRS 9, financial liabilities are classified as subsequently measured at amortised cost, except for: • Financial liabilities at fair value through profit or loss. These liabilities, including derivatives that are liabilities, should subsequently be measured at fair value; • Financial liabilities that arise when a transfer of a financial asset does not meet the conditions for derecognition or when it is applied the continued involvement approach; • Financial guarantee contracts; • The commitments to grant a loan at a lower interest rate than the market; • The recognised contingent consideration by a buyer in a concentration of business activities to which IFRS 3 applies. Such contingent consideration shall be subsequently measured at fair value, with changes recognised in profit or loss. Financial liabilities of the Group include borrowings, accounts payable and derivative financial instruments. 31 2 2.3.10.Impairment of financial assets At the date of each financial position statement, the Group analyses and recognizes expected losses on its debt securities, loans and accounts receivable. The expected loss results from the difference between all contractual cash flows that are due to an entity in accordance with the contract and all the cash flows that the entity expects to receive, discounted at the original effective interest rate. The objective of this impairment policy is to recognize expected credit losses over the respective duration of financial instruments that have undergone significant increases in credit risk since initial recognition, assessed on an individual or collective basis, considering all reasonable and sustainable information, including prospects. If, at the reporting date, the credit risk associated with a financial instrument has not increased significantly since the initial recognition, the Group measures the provision for losses relating to that financial instrument by an amount equivalent to the expected credit losses within a period of 12 months. For receivables and assets resulting from contracts under IFRS 15, the Group adopts the simplified approach when calculating expected credit losses. As a result, the Group does not monitor changes in credit risk, recognizing instead impairment losses based on the expected credit loss on each reporting date. The Group established a provisions’ matrix where it presents an impairment loss criterion based on the history of credit losses, adjusted by specific prospective factors for the clients and the economic environment. 2.3.11. Derivative financial instruments Initial and subsequent recognition The Group uses derivative financial instruments, such as exchange rate forward contracts, interest rate swaps, to cover its exchange rate risks, interest, respectively. Such derivative financial instruments are initially recorded at fair value on the date the derivative is contracted and are subsequently measured at fair value. Derivatives are presented in assets when their fair value is positive and in liabilities when their fair value is negative. In terms of hedge accounting, hedges are classified as: • Fair value hedge when the purpose is to hedge the exposure to fair value changes of a registered asset or liability or an unregistered Groups’ commitment; • Cash flow hedge when the purpose is to hedge the exposure to cash flow variability arising from a specific risk associated with the whole or a component of a registered asset or liability or an anticipated highly probable occurrence or exchange risk associated with an unregistered Groups’ commitment; • Coverage of a net investment in a foreign operational unit. NOS Group uses derivative financial instruments with fair value and cash flow hedges. At the beginning of the hedge relationship, the Group formally designates and documents the hedging relationship for which hedge accounting is intended to apply as well as the management and strategy purpose of such hedge. The documentation includes the identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge accounting if it meets all the following 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 that economic relationship; and • The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group hedges and the quantity of the hedging instrument that the Group actually uses to hedges that quantity of hedged item. Hedges that meet all the quantifying criteria for hedge accounting are accounted for, as described below: 32 2 Fair value hedges The change in the fair value of a hedging instrument is recognised in the statement of profit or loss. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognised in the statement of profit or loss. For fair value hedges relating to items carried at amortised cost, any adjustment to carrying value is amortised through profit or loss over the remaining term of the hedge using the EIR method. The EIR amortisation may begin as soon as an adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged. If the hedged item is derecognised, the unamortised fair value is recognised immediately in profit or loss. When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss. Cash flow hedges The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit or loss. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item. The Group uses forward contracts of: • currency contracts for its exposure to foreign currency risk in forecast transactions and firm commitments; • interest rates to cover the risk of volatility of the interest rates; • own shares contracts for its exposure to volatility in own shares to be distributed within the scope of share incentive scheme. The ineffective portion relating to foreign currency contracts is recognised as “Net foreign exchange losses/(gains)”, the ineffective portion relating to interest rates is recognised as “Financial costs” and the ineffective portion relating to own shares contracts is recognised as “Wages and salaries”. On the quarter ended on 31 March 2023, the Group did not change the recognition method. The amounts accumulated in OCI are accounted for, depending on the nature of the underlying hedged transaction. If the hedged transaction subsequently results in the recognition of a non-financial item, the amount accumulated in equity is removed from the separate component of equity and included in the initial cost or other carrying amount of the hedged asset or liability. This is not a reclassification adjustment and will not be recognised in OCI for the period. This also applies where the hedged forecast transaction of a non-financial asset or non-financial liability subsequently becomes a Group’s commitment for which fair value hedge accounting is applied. For any other cash flow hedges, the amount accumulated in OCI is reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss. If cash flow hedge accounting is discontinued, the amount that has been accumulated in OCI must remain in accumulated OCI if the hedged future cash flows are still expected to occur. Otherwise, the amount will be immediately reclassified to profit or loss as a reclassification adjustment. After discontinuation, once the hedged cash flow occurs, any amount remaining in accumulated OCI must be accounted for depending on the nature of the underlying transaction as described above. 33 2 2.3.12. Inventories Inventories, which mainly include mobile phones, customer terminal equipment, DVDs, and content broadcasting rights, are valued at the lower of their cost or net realizable value. The acquisition cost includes the invoice price, freight, and insurance costs, using the Weighted Average Cost as the method of costing goods sold. Inventories are adjusted for technological obsolescence, as well as for the difference between the purchase cost and the net realizable value, whichever is the lower, and this reduction is recognised directly in the income statement. The net realizable value corresponds to the normal sale price less restocking costs and selling costs. The differences between the cost and the corresponding net realizable value of inventories, when this is less than the cost, are recorded as operating costs in “Cost of goods sold”. Inventories in transit, since they are not available for consumption or sale, are separated out from other inventories and are valued at their specific acquisition cost. The signing of contracts related with sports content originates rights that are initially classified as contractual commitments. The content broadcasting rights are recorded in the consolidated statement of financial position, as Inventories, in the event of the nonexistence of full right over the way of exploration of the asset, by the respective value of cost or net realizable value, whenever it is lower, when programmatic content has been received and is available for exhibition or use, according to contractual conditions, without any production or change, given that the necessary conditions for the organization of each sports competition are present, which occurs in the homologation date of the participating teams in the competition that is being held in the sports season to be initiated, by the organizing entity. The stated rights are recognised in the income statement in “Direct costs: Exhibition costs”, on a systematic basis given the pattern of economic benefits obtained through their commercial exploration. No balances of content rights are registered in the Inventories caption. Due to the agreement between the three national operators of reciprocal availability, for several sports seasons (collaborative arrangement), of sports content (national and international) owned by them, (Note 42.2), NOS considered the recognition of the costs, excluding those divided by the remaining operators, on a systematic basis, given the pattern of economic benefits obtained through their commercial exploration. 2.3.13. Subsidies Subsidies are recognised at their fair value when there is a reasonable assurance that they will be received and Group companies will meet the requirements for their award. Operating subsidies, mainly for employee training, are recognised in the statement of comprehensive income by deduction from the corresponding costs incurred. Investment subsidies are recognised in the statement of financial position as deferred income. If the subsidy is considered as deferred income, it is recognised as income on a systematic and rational basis during the useful life of the asset. 2.3.14.Provisions and contingent liabilities Provisions are recognised when: • there is a present obligation arising from past events and it is likely that in settling that obligation, the expenditure of internal resources will be necessary; and • the amount or value of such obligation can be reasonably estimated. When one of the above conditions is not met, the Group discloses the events as a contingent liability unless the likelihood of an outflow of funds resulting from this contingency is remote, in which case they are not disclosed. Provisions for legal procedures taking place against the Group are made in accordance with the risk assessments carried 34 2 out by the Group and by their legal advisers, based on success rates. Provisions for restructuring are only recognised when the Group has a detailed, formal plan, which identify the main features of the restructuring program, and after these facts have been reported to the entities involved. Provisions for dismantling costs, removal of assets and restoration of the site are recognised when the assets are installed, in line with the best estimates available at that date. The amount of the provisioned liability reflects the effects of the passage of time and the corresponding financial indexing is recognised in results as a financial cost. Obligations arising from onerous contracts are recorded and measured as provisions. An onerous contract exists when the Company is an integral part of a contract, whose compliance has associated costs directly associated with the contract (both incremental costs and an allocation of costs directly related to the contract) that exceed future economic benefits. Provisions for potential future operating losses are not covered. Contingent liabilities are not recognised in the financial statements, unless the exception provided under IFRS 3 business combination, and are disclosed whenever there is a good chance to shed resources including economic benefits. Contingent assets are not recognised in the financial statements, being disclosed when there is a likelihood of a future influx of financial resources. Provisions are reviewed and brought up to date at the date of the statement of financial position to reflect the best estimate at that time of the obligation concerned. 2.3.15. Rights of use and Leases A lease is defined as a contract, or part of a contract, that transfers the right to use a good (the underlying asset) for a period in exchange for a value. At the beginning of each contract, it is evaluated and identified if it is or contains a lease. This assessment involves an exercise of judgement as to whether each contract depends on a specific asset if NOS obtains substantially all the economic benefits from the use of that asset and whether NOS has the right to control the use of the asset. All contracts that constitute a lease are accounted for based on the on-balance model in a similar way with the treatment that IAS 17 establishes for financial leases. At the commencement date of the lease, NOS recognises the liability related to lease payments (lease liability) and the asset representing the right to use the underlying asset during the lease period (the right of use or "ROU"). The cost of interest on the lease liability and the depreciation of the ROU are recognised separately. Lease liability is remeasured at the occurrence of certain events (such as a change in the lease period, a change in future payments that result from a change in the reference rate or rate used to determine such payments). This remeasurement of the lease liability is recognised as an adjustment in the ROU. The estimated costs of dismantling, removal of assets and restoration of the site related with leases are recognised in tangible assets with works carried out (Note 2.3.3). 2.3.15.1 Rights of use of assets The Group recognizes the right to use the assets at the start date of the lease (that is, the date on which the underlying asset is available for use). The right to use the assets is recorded at acquisition cost, deducted from accumulated depreciation and impairment losses and adjusted for any new measurement of lease liabilities. The cost of the ROU of the assets includes the recognised amount of the lease liability, any direct costs incurred initially, and payments already made prior to the initial rental date, less any incentives received. Unless it is reasonably certain that the Group obtains ownership of the leased asset at the end of the lease term, the recognised right of use of the assets is depreciated on a straight-line basis over the shorter of its estimated useful life and the term of the lease. 35 2 Rights of use are subject to impairment. The rights of used of assets are depreciated using the straight-line method by the shortest period between length of the contract and its expected useful life. If at the end of the leasing contract the asset is transferred to the company, or if the cost reflects the possibility of exercising the call option, the depreciation is calculated according to the estimated useful life of the asset. 2.3.15.2 Liabilities with leases At the start date of the lease, the Group recognizes the liabilities measured at the present value of the future payments to be made until the end of the lease. Lease payments include fixed payments (including fixed payments on the substance), deducted of any incentives to be received, variable payments, dependent on an index or rate, and expected amounts to be paid under residual value guarantees. The lease payments also include the exercise price of a call option if it is reasonably certain that the Group will exercise the option, and penalties for termination of the lease if it is reasonably certain that the Group will terminate the lease. Variable payments that do not depend on an index or a rate are recognised as an expense in the period in which the event giving rise to them occurs. To calculate the present value of the lease payments, the Group uses the incremental loan rate at the start date of the lease if the implied interest rate is not readily determinable. After the start date of the lease, the value of the lease liability is increased to reflect the increase in interest and reduces by the payments made. In addition, the book value of the lease liability is remeasured if there is a change, such as a change in the lease term, fixed payments or the purchase decision of the underlying asset. 2.3.16 Income Tax NOS is covered by the special tax regime for groups of companies, which covers all the companies in which it directly or indirectly owns at least 75% of the share capital and which simultaneously are resident in Portugal and subject to Corporate Income Tax (IRC). The remaining subsidiaries not covered by the special tax regime for groups of companies are taxed individually based on their respective taxable incomes and the applicable tax rates. Income tax is stated in accordance with the IAS 12 criteria. In calculating the cost relating to income tax for the period, in addition to current tax, allowance is also made for the effect of deferred tax calculated in accordance with the liability method, taking into account the temporary differences resulting from the difference between the tax basis of assets and liabilities and their values as stated in the consolidated financial statements, and the tax losses carried forward at the date of the statement of financial position. The deferred income tax assets and liabilities were calculated based on the tax legislation currently in force or of legislation already published for future application. Deferred income tax assets are recognised for all the deductible temporary differences until it is likely that a taxable profit is obtained to which the deductible temporary difference may be used, unless the deferred income tax asset results from the initial recognition of an asset or liability in a transaction which: • Is not a concentration of business activities; • At the moment of the transaction, it does not affect neither the accounting profit nor the taxable profit (fiscal loss); • With respect to deductible temporary differences arising from investments in subsidiaries, branches and associates and interests in joint arrangements, deferred income tax assets are recognised only to the extent that the temporary difference will revert in the foreseeable future and taxable profit against which the temporary difference can be used will be available. 36 2 As stipulated in the above standard, deferred income tax assets are recognised only when there is reasonable assurance that these may be used to reduce future taxable profit, or when there are deferred income tax liabilities whose reversal is expected to occur in the same period in which the deferred income tax assets are reversed. At the end of each period an assessment is made of deferred income tax assets, and these are adjusted in line with the likelihood of their future use. The amount of tax to be included, either in current tax or in deferred tax resulting from transactions or events recognised in equity accounts, is recorded directly under those items and does not affect the results for the period. In a business combination, the deferred tax benefits acquired are recognised as follows: • The deferred tax benefits acquired recognised in the measurement period of one year after the date of merger and that result from new information about facts and circumstances that existed at the date of acquisition are recorded against the goodwill-carrying amount related to the acquisition. If the goodwill-carrying amount is null, any remaining deferred tax benefits are recognised in the income statement. • All the other acquired deferred tax benefits performed are recognised in the income statement (when applicable, directly in shareholders' equity). 2.3.17 Payment based in shares The benefits granted to employees under share purchase or share option incentive plans are recorded in accordance with the requirements of IFRS 2 – Share-based payments. In accordance with IFRS 2, 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 equity instruments in accordance with their share price at the grant date. The cost is recognised, linearly over the period in which the service is provided by employees, under the caption “Wages and salaries” in the income statement, with the corresponding increase in “Other reserves” in equity. The accumulated cost recognised at the date of each statement of financial position up to the vesting reflects the best estimate of the number of own shares that will be vested, weighted by the tire elapse between the grant and the vesting. The impact on the income statement each year corresponds to the accumulated cost valuation between the beginning and the end of the year. In turn, benefits granted based on shares but paid in cash lead to the recognition of a liability valued at fair value at the date of the statement of financial position. 2.3.18 Equity Share issue premiums Issue of shares corresponds to premiums from the issuance or capital increases. According to Portuguese law, share premiums follow the treatment given to the "Legal reserve", that is, the values are not distributable, except in case of liquidation, but can be used to absorb losses after having exhausted all other reserves and to increase share capital. Own shares The own shares are recorded at acquisition cost as a deduction from equity. Gains or losses on the sale of own shares are recorded under "Other reserves". Legal reserve Portuguese commercial legislation requires that at least 5% of annual net profit must be appropriated to a legal reserve until it represents at least 20% of the share capital. This reserve is not distributable, except in case of liquidation, but can be used to absorb losses, after having exhausted all other reserves and to increase share capital. 37 2 Other reserves and accumulated earnings Reserves for plans of medium term incentive According to IFRS 2 - "Share-based payments", the responsibility with the medium-term incentive plans settled by delivery of own shares is recorded as credit under "Reservations for mid-term incentive plans" and such reserve is not likely to be distributed or used to absorb losses. Hedging reserves Hedging reserve reflects the changes in fair value of derivative financial instruments as cash flow hedges that are considered effective, and they are not likely to be distributed or be used to absorb losses. Own shares reserves The "Own shares reserves” reflect the value of the shares acquired and follows the same legal regime as the legal reserve. Other reserves and Retained results This item includes the results available for distribution to shareholders and earnings per fair value in financial instruments increases, financial investments and investment properties, which, in accordance with paragraph 2 of article 32 of the CSC, will only be available for distribution when the elements or rights that originated them are sold, exercised, terminated, or settled. Under Portuguese law, the amount of distributable reserves is determined according to the individual financial statements of the company prepared in accordance with IFRS. In addition, the increases resulting from the application of fair value through equity components, including its application through the net profit can only be distributed when the elements that originated them are sold, exercised liquidated or when the end their use, in the case of tangible assets or intangible assets. Dividends The company recognizes the liability, as well as its impact over the equity, associated with the responsibility to distribute dividends when it is approved by the shareholders. 2.3.19 Revenue The main types of revenue of NOS subsidiaries are as follows: • Revenues of Communications Services: Cable/Satellite television, fixed broadband and fixed voice: The revenues from services provided using the fibre optic cable network result from: • basic channel subscription packages that can be sold in a bundle with fixed broadband/fixed voice services; • premium channel subscription packages and S-VOD; • terminal equipment rental; • consumption of content (VOD); • traffic and voice termination; • service activation; • sale of equipment, licensing and others; and • other additional services (ex: firewall, antivirus). • Mobile broadband and voice services: Revenues from mobile broadband Internet access services and mobile voice services result mainly from monthly subscriptions and/or usage of the Internet and voice service, as well as the traffic associated with the type chosen by the client. • Advertising revenue: Advertising revenues mainly derive from the attraction of advertising for Pay TV channels 38 2 to which the Group has publicity rights and in cinemas. These revenues are recognised from when they are received, taken off any discounts given. • Film showings and distribution: Distribution revenue pertains to the distribution of films to film exhibitors not distributed by the Group, that are included in the film showings, whilst income from film showings mostly derive from cinema ticket sales and the product sales in the bars; the film showings revenue includes the revenue from ticket sales and bar sales respectively. • Revenue from distributing channel content: Revenue from distribution essentially includes the sale of DVDs, the sale of content and the distribution of television channels subscriptions to third parties and count from the time at which they are sold, shown, and made available for distribution to telecommunications operators, respectively. The television channels distribution by subscription to third parties consists in the transmission and retransmission of information, including, namely, the distribution of television emissions and radio broadcasting, owned and third partied owned, codified or not, as well as the addressed nature rendered services and data transmission. NOS is leading these activities since it: controls the channel exhibition, in its package of products disposes the power of pricing, the retribution corresponds to the service price and not to a mere commission and it is exposed to the credit risk of its customers. • Consultancy and datacenter management: information systems consultancy and datacenter management are the major services rendered by NOS Sistemas. • Insurance brokerage commissions: income from insurance sales commissions is obtained by NOS Mediação de Seguros. • Intelligent Alarm: the revenues obtained with the NOS | Securitas Intelligent Alarm include security solutions for people and property, which combine the professional monitoring of the Securitas Alarm Center with NOS latest 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 price of the transaction; • Allocation of the price of the transaction to the performance obligations; and • Recognition of revenue. Thus, at the beginning of each contract, the NOS Group evaluates the promised goods or services and identifies, as a performance obligation, every promise of transfer to the customer of any distinct good or service (or package of goods or services). These promises in customer contracts may be express or implied, provided such promises create a valid expectation in the client that the entity will transfer a good or service to the customer, based on the entity's published policies, specific statements or usual business practices. The NOS Group has internally defined that a performance obligation corresponds to the promise of delivery of a good or service that can be used in an isolated/separated way by the customer and on which there is a clear perception of this good or service by the customer among the available in each contract. The main performance obligations are summarized as Sales of Mobile Phones, Telephones, Hotspots, DVD's, Movie Tickets, Licensing and Other Equipment and the Services Rendered of Mobile Internet Services, Fixed Internet, Mobile Phone, Landline Phone, Television, Consulting, Cloud/ IT Services, distribution of audio-visual rights among others. The provision of Set-top-boxes, routers, modems and other terminal equipment at the customers' home and respective installation and activation services were considered by the group as not corresponding to a performance obligation, since they are necessary actions to fulfil the promised performance obligation. In determining and allocating the transaction price of each performance obligation, NOS used stand-alone prices of the promised products and services at the time of entering into the agreement with the customer to distribute the amount expected to be received under the contract. The recognition of revenue occurs at the time of performance of each performance obligation. 39 2 Revenue from selling equipment is included when the buyer takes on the risks and advantages of taking possession of goods and the value of the benefits are reasonably quantified. Revenue from telecom services subscriptions (TV, internet, mobile and fixed voice services bundle subscription, individually or as a bundle) is recognised linearly over the subscription period. Revenue from equipment rental is recognised linearly over the rental agreement, except in the case of instalment sales, which are accounted as credit sales. The Group attributes to its customers loyalty points in each call or recharge, that might be exchanged, over a limited period, for discounts in equipment purchase. In each reporting period, NOS recognizes the current liability with discounts to be awarded in the future. This responsibility is calculated based on the amount of points awarded and not yet used, discounted from the estimate of points that will not be used (based on the history of use) and valued based on the offer available at each time for the use of points (specific catalog). The recognition of liability configures a deferred income (until the date on which the points are definitively converted into benefits), which is recognised at the time of the use of the discount, as a revenue accrual. Revenue related with traffic, roaming, data usage, audiovisual content, and others is recognised when the service is rendered. The Group also offers various personalised solutions, particularly to its corporate customers in telecom management, access, voice, and data transmission services. These personalised solutions are also recognised when the service is rendered. Unless demanded or allowed by IFRS, the compensation of revenues and costs is not performed, namely, when it reflects the nature of the transaction or other event. The compensation of revenues and costs is performed in the following situations: • When the gross inflows from economic benefits do not result in equity increases to the Group, i.e., the amount charged to the customer is equal to the amount delivered to the partner. This situation is applicable to the revenue obtained by the invoicing special services operators, in these cases the amounts charged on account of the capital are not revenue; and, • When the counterpart is not a “customer” but a partner who shares the risks and benefits of developing a product or services in order for it to be commercialised. Thus, a counterpart of a contract will not be a customer if, for instance, the counterpart has hired from NOS to participate in an activity or process in which the parties in the contract share the risks and benefits instead of obtaining the Group’s ordinary activities result. These cases are designated collaborative arrangements. This situation is applicable to revenues from operators affected by the reciprocal availability agreement regarding broadcasting rights of sports content. Discounts granted to customers related with loyalty programmes are allocated to the entire retention contract to which the customer is committed to. Therefore, the discount is recognised as the goods and services made available to the customer. Amounts that have not been invoiced for are included based on estimates. The differences between the estimated amounts and the actual amounts, which are normally immaterial, are recorded in the next financial year. The revenue from penalties is recognised in the “Other income” item upon receival. Interest revenue is recognised using the effective interest method, only when they generate future economic benefits. 2.3.20 Accruals Group’s revenues and costs are recognised in accordance with the accrual’s principle, under which they are recognised as they are generated or incurred, regardless of when they are received or paid. The costs and revenues related to the current period and whose expenses and income will only occur in future periods are registered under “Accounts receivable – trade”, “Accounts receivable – other”, “Prepaid expenses”, “Accrued expenses” and “Deferred income”, as well as the expenses and income that have already occurred that relate to future periods, which will be recognised in each of those periods, for the corresponding amount. The costs related to the current period and whose expenses will only occur in future periods are registered under “Accrued 40 2 expenses” when it is possible to estimate with certainty the related amount, as well as the timing of the expense’s materialization. If uncertainty exists related to any of these aspects, the value is classified as Provisions (Note 2.3.14). 2.3.21 Assets, liabilities and transactions in foreign currencies Transactions in foreign currencies are converted into the functional currency at the exchange rate on the transactions dates. On each accounting date, outstanding balances (monetary items) are updated by applying the exchange rate prevailing on that date. The exchange rate differences in this update are recognised in the income statement for the year in which they were calculated in the item "Losses / (gains) on exchange variations". Exchange rate variations generated on monetary items, which constitute enlargement of the investment denominated in the functional currency of the Group or of the subsidiary in question, are recognised in equity. Exchange rate differences on non-monetary items are classified in “Other reserves” in equity. The financial statements of subsidiaries denominated in foreign currencies are converted at the following exchange rates: • The exchange rate obtaining on the date of the statement of financial position for the conversion of assets and liabilities; • The average exchange rate in the period for the conversion of items in the income statement, apart from cases of affiliated companies that are in a hyperinflationary economy; • The average exchange rate in the period, for the conversion of cash flows (in cases where the exchange rate approximates to the real rate, and for the remaining cash flows the rate of exchange at the date of the operations is used), apart from cases of affiliated companies that are in a hyperinflationary economy; • The historical exchange rate for the conversion of equity accounts. Exchange differences arising from the conversion into euros of the financial statements of subsidiaries denominated in foreign currencies are included in equity under “Other reserves”. In the last quarter of 2017, the Angolan economy was considered a hyperinflationary economy according to IAS 29 - Financial Reporting in Hyperinflationary Economies. This standard requires that the financial statements prepared in the currency of a hyperinflationary must be expressed in terms of the current measurement unit at the financial statements’ preparation date. In summary, the general aspects that must be considered for the restatement of the individual financial statements are the following ones: • The monetary assets and liabilities are not amended because they are already updated to the current unit at the financial statements date; • The non-monetary assets and liabilities (that are still not expressed in terms of the current unit at the financial statements) are restated by the application of an index; • The effect of the inflation on the net monetary position of the subsidiaries companies is reflected in the income statement as a loss in the net monetary position. Additionally, according to IAS 21, the restatement of the consolidated financial statements is prohibited when the parent company does not operate in a hyperinflationary economy. The conversion coefficient that was used for the restatement of the individual financial statements of the subsidiaries in Angola was the Consumer Price Index (CPI), issued by the National Bank of Angola. In the last quarter of 2019, the Angolan economy was no longer considered a hyperinflationary economy. IAS 29 - Financial Reporting in Hyperinflationary Economies provides that “when an economy ceases to be hyperinflationary, the company should treat the amounts expressed in the current unit of measurement at the end of the previous reporting period, as the basis for the carrying amounts in its statements subsequent financial statements”. In this way, the adjustments / revaluations, carried out until 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 it. 41 2 At 31 December 2022 and 31 March 2023, assets and liabilities expressed in foreign currencies were converted into euros using the following exchange rates of such currencies against the euro, as published by the Bank of Portugal: 31-12-2022 31-03-2023 US Dollar 1.0666 1.0875 Angolan Kwanza 537.5664 547.0125 British Pound 0.8869 0.8792 Mozambican Metical 67.4500 68.7700 Canadian Dollar 1.4440 1.4737 Swiss Franc 0.9847 0.9968 Real 5.6386 5.5158 In the quarters ended on 31 March 2022 and 2023, the income statements of subsidiaries expressed in foreign currencies were converted to euros at the average exchange rates of the currencies of their countries of origin against the euro. The average exchange rates used are as follows: 3M 22 3M 23 Angolan Kwanza 543.2726 541.8054 Mozambican Metical 70.4833 68.2633 2.3.22 Financial charges and borrowings Financial charges related to borrowings are recognised as costs in accordance with the accrual’s principle, except in the case of loans incurred (whether these are generic or specific) for the acquisition, construction or production of an asset that takes a substantial period (over one year) to be ready for use, which are capitalized in the acquisition cost of that asset. Costs from capitalized borrowings are determined having in consideration the amount of borrowing costs obtained that can be capitalized, according to the application of a capitalization rate over the expenses associated with that asset. The capitalization rate (aligned with NOS average financing rate) as well as with the costs to be capitalized are determined monthly, taking into consideration the monthly balance of eligible borrowings and the monthly amount of the asset in progress that qualifies. 2.3.23 Investment property 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. 2.3.24 Fair value measurement The Group measures part of the financial assets, such as financial assets available for sale, and some of its non-financial assets, at fair value on the date of the financial statements. The fair value measurement assumes that the asset or liability is exchanged in an orderly transaction among market 42 2 participants to sell the asset or transfer the liability at the measurement date under current market conditions. The fair value measurement is based on the assumption that the transaction to sell the asset or transfer the liability may occur: • On the main market of the assets and liabilities, or • In the absence of a primary market, it is assumed that the transaction occurs in the most advantageous market. This is what maximizes the amount that would be received for selling asset or minimizes the amount that would be paid to transfer the liability, after considering transaction costs and transport costs. Since different entities and businesses within a single entity can have access to different markets, the main or most advantageous market for the same asset or liability can vary from one entity to another, or even between businesses within the same entity, but it is assumed that they are accessible to the Group. The fair value measurement uses assumptions that market participant’s use in defining price of the asset or liability, assuming that market participants would use the asset to maximize its value. The Group uses valuation techniques appropriate to the circumstances whenever there is information to measure the fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities measured at fair value or of which disclosure is mandatory, are rated on a fair value hierarchy, which ranks data in three levels to be used in the measurement at fair value, and detailed below: • Level 1 – Listed and unadjusted market prices, in active markets for identical assets or liabilities that the entity can access at the measurement date; • Level 2 - valuation techniques using inputs that aren’t quoted, but which are directly or indirectly observable; • Level 3 - valuation techniques using inputs not based on observable market data, based on unobservable inputs. The fair value measurement is classified in the same fair value hierarchy level at the lowest level of input, which is significant to the measurement as a whole. 2.3.25 Assets and liabilities offsetting Financial assets and liabilities are offset and presented at the net amount when, and only when, the Group has the right to offset the recognised amounts and intends to settle for the net amount. 2.3.26 Employee benefits Personnel expenses are recognised when the service is rendered by employees independently of their date of payment. Here are some specificities: • Termination of employment. The benefits for termination of employment are due for payment when there is cessation of employment before the normal retirement date or when an employee voluntarily accepts to leave in exchange of these benefits. The Group recognizes these benefits when it can be shown to be committed to a termination of current employees according to a detailed formal plan for termination and there is no realistic possibility of withdrawal or these benefits are granted to encourage voluntary redundancy. When the benefits of cessation of employment are due more than 12 months after the balance sheet date, they are updated to their present value. • Holiday, holiday allowances, and bonuses. According to the labor law, employees are entitled to 22 days annual leave, as well as one month of holiday allowances, rights acquired in the year preceding payment. These liabilities of the Group are recorded when incurred, independently of the moment of payment, and are reflected under the item "Accounts payable and other". • Labor Compensation Fund (FCT) and the Labor Compensation Guarantee Fund (FGCT). Based on the publication of Law No. 70/2013 and subsequent regulation by Order No. 294-A / 2013, entered into force on 1 October the Labor Compensation Fund schemes (FCT) and the Guarantee Fund Compensation of Labor (FGCT). In this context, companies that hire a new employee are required to deduct a percentage of the respective salary for these two new funds (0.925% to 0.075% and the FCT for FGCT), in order to ensure, in the future, the partial 43 2 payment the compensation for dismissal. Considering the characteristics of each Fund, the following is considered: • The monthly deliveries to FGCT, made by the employer are recognised as expense in the period to which they relate. • The monthly deliveries to FCT, made by the employer are recognised as a financial asset, in the caption "Other non-current financial assets” of the entity, measured at fair value with changes recognised in the respective results. 2.3.27 Statement of cash flows The statement of cash flows is prepared in accordance with the direct method. The Group classifies under “Cash and cash equivalents” the assets with maturities of less than three months and for which the risk of change in value is negligible. For purposes of the statement of cash flows, the balance of cash and cash equivalents also include bank overdrafts included in the statement of financial position under "Borrowings". The statement of cash flows is divided into operating, investing, and financing activities. Operating activities include cash received from customers and payments to suppliers, staff and others related to operating activities. Under "Other cash receipts / (payments) related with operating activity" includes the amount received and subsequent payments related to assignments without recourse, coordinated by the Banco Comercial Português and Caixa Geral de Depósitos, and these operations do not involve any change in the accounting treatment of the underlying receivables or in the relationship with their clients. The cash flows included in investing activities include acquisitions and disposals of investments in subsidiaries and cash received and payments arising from the purchase and sale of tangible and intangible assets, amongst others. Financing activities include cash received and payments relating to borrowings, the payment of interest and similar costs, finance leases, the purchase and sale of own shares and the payment of dividends. 2.3.28 Subsequent events Events occurring after the date of the statement of financial position, which provide additional information about conditions that existed at that date, are considered in the preparation of financial statements of the quarter. Events occurring after the date of the statement of financial position, which provide information on conditions that occur after that date, are disclosed in the notes to the financial statements, when they are materially relevant. 3. Judgements and estimates 3.1. Relevant accounting estimates The preparation of consolidated financial statements requires the Group's management to make judgments and estimates that affect the statement of financial position and the reported results. These estimates are based on the best information and knowledge about past and/or present events and on the operations that the Company considers it may implement in the future. However, at the date of completion of such operations, their results may differ from these estimates. Changes to these estimates that occur after the date of approval of the consolidated financial statements will be corrected in the income statement in a prospective manner, in accordance with IAS 8 - "Accounting Policies, Changes in Accounting Estimates and Errors". The estimates and assumptions that imply a greater risk of giving rise to a material adjustment in assets and liabilities are described below: Entities included in the consolidation perimeter To determine the entities to be included in the consolidation perimeter, the Group assesses the extent to which it is exposed, or has rights, to variability in return from its involvement with that entity and can take possession of them through 44 2 the power it holds over this entity. The decision that an entity must be consolidated by the Group requires the use of judgment, estimates, and assumptions to determine the extent to which the Group is exposed to return variability and the ability to take possession of them through its power. Other assumptions and estimates could lead to the Group's consolidation perimeter being different, with direct impact on the consolidated financial statements. Impairment of non-current assets, excluding goodwill The determination of a possible impairment loss can be triggered by the occurrence of various events, such as the availability of future financing, the cost of capital or other market, economic and legal changes or changes with an adverse effect on the technological environment, many of which are beyond the Group's control. The identification and assessment of impairment indicators, the estimation of future cash flows, and the calculation of the recoverable value of assets involve a high degree of judgment by the Board. Impairment of goodwill Goodwill is annually subject to impairment tests or whenever there are indications of a possible loss of value, according to the criteria referred on Note 8. The recoverable values of the cash-generating units to which goodwill is allocated are determined based on the calculation of current use values. These calculations require the use of estimates by management. Intangible and tangible assets The life of an asset is the period during which the Company expects that an asset will be available for use and this should be reviewed at least at the end of each financial year. The determination of the useful lives of assets, the amortization/depreciation method to be applied, and the estimated losses resulting from the replacement of equipment before the end of its useful life due to technological obsolescence is crucial in determining the amount of amortization/depreciation to be recognised in the consolidated income statement each period. These three parameters are defined using management's best estimates for the assets and businesses concerned and taking account of the practices adopted by companies in the sectors in which the Group operates. The capitalized costs with the audiovisual content distribution rights acquired for commercialization in the various windows of exhibition are amortised over the period of exploration of the respective contracts. Additionally, these assets are subject to impairment tests whenever there are indications of changes in the pattern generation of future revenue underlying each contract. The residual value, the useful life and the depreciation methods are periodically revised by the various companies of the Group and prospectively adjusted, if appropriated. Rights of use The Group determines the end of the lease as the non-cancelable part of the lease term, together with any periods covered by an option to extend the lease if it is reasonably certain that it will be exercised, or any periods covered by an option to terminate the lease agreement, if it is reasonably certain that it will not be exercised. The Group has the option, under some of its lease agreements, to lease its assets for additional periods. NOS assesses the reasonableness of exercising the option to renew the contract. That is, NOS considers all the relevant factors that create an economic incentive for exercising the renewal. After the start date, the Group re-evaluates the termination of the contract if there is a significant event or changes in circumstances that are under control and affect its ability to exercise (or not exercise) the renewal option (a change in strategy of business). Provisions The Group periodically reviews any obligations arising from past events, which should be recognised or disclosed. The subjectivity involved in determining the probability and amount of internal resources required to meet obligations may give rise to significant adjustments, either due to changes in the assumptions made, or due to the future recognition of provisions previously disclosed as contingent liabilities. 45 2 Deferred income tax assets Deferred income tax assets are recognised only when there is strong assurance that there will be future taxable income available to use the temporary differences or when there are deferred tax liabilities whose reversal is expected in the same period in which the deferred tax assets are reversed. The assessment of deferred income tax assets is undertaken by management at the end of each period taking account of the expected future performance of the Group. Expected credit losses The credit risk on the balances of accounts receivable is assessed at each reporting date, using a collection matrix based on the historical past collections adjusted from the future expectation of collections evolution, to determine the uncollectibility rate. The expected credit losses of the accounts receivable are thus adjusted for the assessment made, which may differ from the effective risk that will incurred in the future. Fair value of financial assets and liabilities When the fair value of an asset or liabilities is calculated, on an active market, the respective market price is used. When there is no active market, which is the case with some of the Group's financial assets and liabilities, valuation techniques generally accepted in the market, based on market assumptions, are used. The Group applies evaluation techniques for unlisted financial instruments, such as derivatives, financial instruments at fair value and instruments measured at amortised cost. The most frequently used valorization models are models of discounted cash flows and option models, which incorporate, for example, interest rate and market volatility curves. For certain types of more complex derivatives, more advanced valuation models are used containing assumptions and data that are not directly observable in the market, for which the Group uses internal estimates and assumptions. 3.2. Errors, estimates, and changes to accounting policies During the quarters ended 31 March 2022 and 2023 no material errors, estimates or changes in accounting policies were recognised in relation to prior years. A reclassification of estimates to address uncertainties about the acceptance of a particular tax treatment by the Tax Administration's was made from Taxes payable to deferred tax liabilities, amounting to approximately €42.9 million (March 31, 2022: €43.1 million), with restatement of the period ended March 31, 2022, for comparability purposes (Note 15). 4. Changes in the perimeter During the quarter ended on 31 March 2022, there were no changes in the perimeter. During the quarter ended on 31 March 2023, the following changes in perimeter occurred: • Incorporation of the company Ten Twenty One, S.A., in February 2023, whose main activity is the provision of engineering and consulting services in the area of information technologies, communications and electronics; • Acquisition of the company BLU, S.A., in March 2023, whose main activity is the provision of telecommunications services, establishment, management and operation of telecommunications networks. Following the acquisition of BLU, S.A., NOS made a preliminary assessment of the fair value of assets acquired and liabilities assumed through this operation, so the purchase price allocation is still subject to changes until the conclusion of the period of one year from the control date, as permitted by IFRS 3 - Business Combinations. Nevertheless, NOS does not estimate material changes as a result of any changes to the allocation made. 46 2 The detail of net assets acquired and goodwill arising on this transaction is as follows: ADJUSMENTS TO BOOK VALUE FAIR VALUE FAIR VALUE ACQUIRED ASSETS Contract costs - customer portfolio - 183 183 Accounts receivable 141 - 141 Prepaid expenses 21 - 21 Cash and cash equivalents 158 - 158 320 183 503 ACQUIRED LIABILITIES Accounts payable 120 - 120 Tax payable 7 - 7 Deferred income 26 - 26 153 - 153 TOTAL NET ASSETS ACQUIRED 167 183 350 GOODWILL - ACQUISITION PRICE 350 The difference between the amount paid and the net assets acquired was allocated in full to the company's client portfolio, taking into account the rationale behind the acquisition operation. The contribution of BLU, S.A. to net income and revenues for the quarter ended on 31 March 2023, was 14 thousand euros and 56 thousand euros respectively, corresponding to a period of one month. The net cash flows with the acquisition of BLU, S.A., resulted in a payment of 192 thousand euros, included in the cash flows of Investment Activities (Price paid: 350 thousand euros; Cash and cash equivalents: 158 thousand euros). 5. Segment reporting The business segments are as follows: • Telco – 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 Center, NOS Wholesale, Fundo NOS 5G, Dualgrid, NOS Mediação de Seguros, Ten Twenty One and BLU. • Audiovisual – 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. 47 2 Assets and liabilities by segment at 31 December 2022 and 31 March 2023 are shown below: 31-12-2022 TELCO AUDIOVISUALS ELIMINATIONS GROUP ASSETS NON - CURRENT ASSETS: Tangible assets 1,098,022 9,030 - 1,107,052 Intangible assets 1,117,022 92,536 - 1,209,558 Contract costs 160,594 - - 160,594 Rights of use 270,493 27,230 - 297,723 Investments in jointly controlled companies 122,712 46,256 (130,007) 38,961 and associated companies Accounts receivable - other 43,569 3,082 (41,893) 4,758 Deferred income tax assets 81,545 8,009 - 89,554 Other non-current assets 16,917 463 - 17,380 TOTAL NON - CURRENT ASSETS 2,910,874 186,606 (171,900) 2,925,580 CURRENT ASSETS: Inventories 66,657 566 - 67,223 Account receivables 391,650 47,390 (42,872) 396,168 Prepaid expenses 50,891 1,721 (380) 52,232 Other current assets 4,788 2,118 - 6,906 Cash and cash equivalents 14,265 950 - 15,215 TOTAL CURRENT ASSETS 528,251 52,745 (43,252) 537,744 TOTAL ASSETS 3,439,125 239,351 (215,152) 3,463,324 SHAREHOLDER'S EQUITY Share capital 855,168 48,917 (48,917) 855,168 Capital issued premium 4,202 - - 4,202 Own shares (15,968) - - (15,968) Legal reserve 1,030 1,989 (1,989) 1,030 Other reserves and accumulated earnings 7,998 37,897 (68,809) (22,914) Net income 216,203 18,207 (9,836) 224,574 EQUITY BEFORE NON - CONTROLLING 1,068,633 107,010 (129,551) 1,046,092 INTERESTS Non-controlling interests 6,514 - (263) 6,251 TOTAL EQUITY 1,075,147 107,010 (129,814) 1,052,343 LIABILITIES NON - CURRENT LIABILITIES: Borrowings 1,188,142 63,931 (41,892) 1,210,181 Provisions 73,656 7,611 - 81,267 Other non-current liabilities 44,952 - - 44,952 Deferred income tax liabilities 49,296 829 - 50,125 TOTAL NON - CURRENT LIABILITIES 1,356,046 72,371 (41,892) 1,386,525 CURRENT LIABILITIES: Borrowings 433,941 17,185 (23,673) 427,453 Accounts payable 305,870 17,086 (15,812) 307,144 Tax payable 37,485 1,357 - 38,842 Accrued expenses 199,001 17,274 (3,845) 212,430 Other current liabilities 31,898 7,068 (379) 38,587 TOTAL CURRENT LIABILITIES 1,008,195 59,970 (43,709) 1,024,456 TOTAL LIABILITIES 2,364,241 132,341 (85,601) 2,410,981 TOTAL LIABILITIES AND SHAREHOLDER´S 3,439,388 239,351 (215,415) 3,463,324 EQUITY 48 2 31-03-2023 TELCO AUDIOVISUALS ELIMINATIONS GROUP ASSETS NON - CURRENT ASSETS: Tangible assets 1,096,668 9,277 - 1,105,945 Intangible assets 1,112,975 92,065 - 1,205,040 Contract costs 161,105 - - 161,105 Rights of use 271,719 36,728 - 308,447 Investments in jointly controlled companies 125,071 46,247 (130,007) 41,311 and associated companies Accounts receivable - other 43,294 3,173 (41,893) 4,574 Deferred income tax assets 79,734 7,725 - 87,459 Other non-current assets 15,702 468 - 16,170 TOTAL NON - CURRENT ASSETS 2,906,268 195,683 (171,900) 2,930,051 CURRENT ASSETS: - - - - Inventories 69,960 610 - 70,570 Account receivables 394,503 37,670 (34,747) 397,426 Prepaid expenses 59,163 1,452 (378) 60,237 Other current assets 4,855 2,427 (119) 7,163 Cash and cash equivalents 16,137 6,984 - 23,121 TOTAL CURRENT ASSETS 544,618 49,143 (35,244) 558,517 TOTAL ASSETS 3,450,886 244,826 (207,144) 3,488,568 SHAREHOLDER'S EQUITY - - - - Share capital 855,168 48,917 (48,917) 855,168 Capital issued premium 4,202 - - 4,202 Own shares (14,377) - - (14,377) Legal reserve 1,030 2,697 (2,697) 1,030 Other reserves and accumulated earnings 218,626 48,220 (70,903) 195,943 Net income 39,031 2,920 (7,036) 34,915 EQUITY BEFORE NON - CONTROLLING 1,103,680 102,754 (129,553) 1,076,881 INTERESTS Non-controlling interests 6,374 - - 6,374 TOTAL EQUITY 1,110,054 102,754 (129,553) 1,083,255 LIABILITIES - - - - NON - CURRENT LIABILITIES: - - - - Borrowings 1,177,882 71,309 (41,894) 1,207,297 Provisions 73,159 7,716 - 80,875 Other non-current liabilities 44,444 - - 44,444 Deferred income tax liabilities 49,283 815 - 50,098 TOTAL NON - CURRENT LIABILITIES 1,344,768 79,840 (41,894) 1,382,714 CURRENT LIABILITIES: - - - - Borrowings 422,517 19,766 (18,377) 423,906 Accounts payable 297,701 17,802 (12,716) 302,787 Tax payable 40,629 1,102 (119) 41,612 Accrued expenses 200,105 16,668 (4,106) 212,667 TOTAL CURRENT LIABILITIES 996,064 62,232 (35,697) 1,022,599 TOTAL LIABILITIES 2,340,832 142,072 (77,591) 2,405,313 TOTAL LIABILITIES AND SHAREHOLDER´S 3,450,886 244,826 (207,144) 3,488,568 EQUITY 49 2 The results by segment and investments in tangible and intangible assets, contract costs and rights of use for the quarters ended on 31 March 2022 and 2023 are shown below: 3M 22 TELCO AUDIOVISUALS ELIMINATIONS GROUP REVENUES: Services rendered 322,457 16,643 (11,130) 327,970 Sales 35,980 1,977 (32) 37,925 Other operating revenues 7,343 279 (150) 7,472 365,780 18,899 (11,312) 373,367 COSTS, LOSSES AND GAINS: Wages and salaries 18,033 2,259 - 20,292 Direct costs 85,915 2,162 (7,556) 80,521 Costs of products sold 34,675 407 (9) 35,073 Marketing and advertising 7,649 594 (2,969) 5,274 Support services 20,706 702 (778) 20,630 Supplies and external services 36,988 1,185 - 38,173 Other operating losses / (gains) 279 55 - 334 Taxes 8,767 21 - 8,788 Provisions and adjustments 4,854 (13) - 4,841 217,866 7,372 (11,312) 213,926 EBITDA 147,914 11,527 - 159,441 Depreciation, amortisation and impairment losses 102,572 7,833 - 110,405 Other losses / (gains), net (2,882) 155 - (2,727) INCOME BEFORE LOSSES / (GAINS) PARTICIPATED COMPANIES, FINANCIAL 48,224 3,539 - 51,763 RESULTS AND TAXES Net losses / (gains) of affiliated companies (5,200) (107) - (5,307) Financial costs 7,775 363 - 8,138 Net foreign exchange losses / (gains) 73 19 - 92 Net losses / (gains) on financial assets (7,344) (2,754) 10,132 34 Net other financial expenses / (income) 783 3 - 786 (3,913) (2,476) 10,132 3,743 INCOME BEFORE TAXES 52,137 6,015 (10,132) 48,020 Income taxes 6,131 812 - 6,943 NET INCOME 46,006 5,203 (10,132) 41,077 CAPEX 132,688 10,563 - 143,251 EBITDA - CAPEX 15,226 964 - 16,190 50 2 3M23 TELCO AUDIOVISUALS ELIMINATIONS GROUP REVENUES: Services rendered 340,651 18,695 (10,010) 349,336 Sales 22,315 3,178 (83) 25,410 Other operating revenues 6,638 169 (149) 6,658 369,604 22,042 (10,242) 381,404 COSTS, LOSSES AND GAINS: Wages and salaries 19,380 2,587 - 21,967 Direct costs 83,584 4,244 (6,229) 81,599 Costs of products sold 21,162 628 (10) 21,780 Marketing and advertising 11,554 626 (3,000) 9,180 Support services 24,047 704 (718) 24,033 Supplies and external services 33,911 2,158 (285) 35,784 Other operating losses / (gains) 249 40 - 289 Taxes 8,992 24 - 9,016 Provisions and adjustments 4,247 (35) - 4,212 207,126 10,976 (10,242) 207,860 EBITDA 162,478 11,066 - 173,544 Depreciation, amortisation and impairment losses 113,707 6,698 - 120,405 Other losses / (gains), net 432 65 - 497 Reestructuring costs 293 66 - 359 Losses / (gains) on sale of assets, net (80) - - (80) Other losses / (gains) non recurrent net 219 (1) - 218 INCOME BEFORE LOSSES / (GAINS) PARTICIPATED COMPANIES, FINANCIAL 48,339 4,303 - 52,642 RESULTS AND TAXES Net losses / (gains) of affiliated companies (2,539) 9 - (2,530) Financial costs 11,390 490 - 11,880 Net foreign exchange losses / (gains) 151 (30) - 121 Net losses / (gains) on financial assets (7,031) (1) 7,036 4 Net other financial expenses / (income) 967 6 - 973 2,938 474 7,036 10,448 INCOME BEFORE TAXES 45,401 3,829 (7,036) 42,194 Income taxes 6,237 909 - 7,146 NET INCOME 39,164 2,920 (7,036) 35,048 CAPEX 110,121 15,978 - 126,099 EBITDA - CAPEX 52,357 (4,912) - 47,445 EBITDA = Operational Result + Depreciation, amortization and impairment losses + Restructuring costs + Losses / (gains) on sale of assets + Other losses / (gains) non-recurrent CAPEX = Increases in tangible and intangible assets, contract costs and rights of use Transactions between segments are performed on market terms and conditions in a comparable way to transactions performed with third parties. At 31 March 2023, fully consolidated foreign companies represent less than 1% of assets (at 31 March 2022: less than 1%) and their turnover is less than 0.1% of consolidated turnover. 51 2 6. Financial assets and liabilities classified in accordance with the IFRS 9 – financial instruments The accounting policies set out in IFRS 9 for financial instruments were applied to the following items: Considering its nature, the balances of the amounts to be paid and received to/from state and other public entities were considered outside the scope of IFRS 7. Also, the captions of “Prepaid expenses” and “Deferred income” were not included in this note, as the nature of such balances are not included in the scope of IFRS 7. The Board of Directors believes that the fair value of the breakdown of financial instruments recorded at amortised cost or registered at the present value of the payments does not differ significantly from their book value. This decision is based in the contractual terms of each financial instrument. 31-12-2022 TOTAL NON FINANCIAL FINANCIAL FINANCIAL FINANCIAL DERIVATIVES TOTAL ASSETS LIABILITIES ASSETS AND ASSETS AND LIABILITIES LIABILITIES ASSETS Other financial assets non-current (Note 14) 5,248 - - 5,248 - 5,248 Derivative financial instruments (Note 20) - 11,249 - 11,249 - 11,249 Accounts receivable - trade (Note 17) 319,441 - - 319,441 - 319,441 Accounts receivable - other (Note 12) 9,425 - - 9,425 11,965 21,390 Cash and cash equivalents (Note 21) 15,215 - - 15,215 - 15,215 TOTAL FINANCIAL ASSETS 349,329 11,249 - 360,578 11,965 372,543 LIABILITIES Borrowings (Note 24) - - 1,637,634 1,637,634 - 1,637,634 Derivative financial instruments (Note 20) - 397 - 397 - 397 Accounts payable - trade (Note 28) - - 253,355 253,355 - 253,355 Accounts payable - other (Note 29) - - 95,725 95,725 192 95,917 Accrued expenses (Note 26) - - 212,430 212,430 - 212,430 TOTAL FINANCIAL LIABILITIES - 397 2,199,144 2,199,541 192 2,199,733 31-03-2023 TOTAL NON FINANCIAL FINANCIAL FINANCIAL FINANCIAL DERIVATIVES TOTAL ASSETS LIABILITIES ASSETS AND ASSETS AND LIABILITIES LIABILITIES ASSETS Other financial assets non-current (Note 14) 5,286 - - 5,286 - 5,286 Derivative financial instruments (Note 20) - 10,111 - 10,111 - 10,111 Accounts receivable - trade (Note 17) 318,200 - - 318,200 - 318,200 Accounts receivable - other (Note 12) 9,054 - - 9,054 13,701 22,755 Cash and cash equivalents (Note 21) 23,121 - - 23,121 - 23,121 TOTAL FINANCIAL ASSETS 355,661 10,111 - 365,772 13,701 379,473 LIABILITIES Borrowings (Note 24) - - 1,631,203 1,631,203 - 1,631,203 Derivative financial instruments (Note 20) - 712 - 712 - 712 Accounts payable - trade (Note 28) - - 268,893 268,893 - 268,893 Accounts payable - other (Note 29) - - 75,415 75,415 170 75,585 Accrued expenses (Note 26) - - 212,667 212,667 - 212,667 TOTAL FINANCIAL LIABILITIES - 712 2,188,178 2,188,890 170 2,189,060 52 2 7. Tangible Assets In the quarters ended on 31 March 2022 and 2023, the movements in this item were as follows: DISPOSALS TRANSFERS 31-12-2021 INCREASES AND WRITE- 31-03-2022 AND OTHERS OFFS ACQUISITION COST Lands 796 - - - 796 Buildings and other constructions 276,320 - (10) 8,323 284,633 Basic equipment 2,765,157 12,445 (6,861) 44,045 2,814,786 Transportation equipment 514 - - - 514 Tools and dies 1,596 - - - 1,596 Administrative equipment 195,035 378 (466) 571 195,518 Other tangible assets 43,864 36 - 70 43,970 Tangible assets in-progress 41,226 67,359 - (49,910) 58,675 3,324,508 80,218 (7,337) 3,099 3,400,488 ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES Buildings and other constructions 180,308 2,860 - 2 183,170 Basic equipment 1,872,564 42,431 (5,709) (1,005) 1,908,281 Transportation equipment 513 - - - 513 Tools and dies 1,479 16 - - 1,495 Administrative equipment 185,182 1,053 (464) 4 185,775 Other tangible assets 43,362 89 - - 43,451 2,283,408 46,449 (6,173) (999) 2,322,685 1,041,100 33,769 (1,164) 4,098 1,077,803 DISPOSALS TRANSFERS 31-12-2022 INCREASES AND WRITE- 31-03-2023 AND OTHERS OFFS ACQUISITION COST Land 519 - - - 519 Buildings and other constructions 264,259 (557) (303) 2,665 266,064 Basic equipment 2,909,175 14,928 (16,631) 18,402 2,925,874 Transportation equipment 514 - - - 514 Tools and dies 1,607 - - - 1,607 Administrative equipment 195,921 363 (47) 689 196,926 Other tangible assets 44,162 37 - 59 44,258 Tangible assets in-progress 53,438 29,110 - (23,796) 58,752 3,469,595 43,881 (16,981) (1,981) 3,494,514 ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES Buildings and other constructions 159,518 4,097 (303) 36 163,348 Basic equipment 1,971,674 44,812 (16,548) (7,249) 1,992,689 Transportation equipment 514 - - - 514 Tools and dies 1,528 14 - - 1,542 Administrative equipment 185,650 987 (43) 10 186,604 Other tangible assets 43,659 215 - (2) 43,872 2,362,543 50,125 (16,894) (7,205) 2,388,569 1,107,052 (6,244) (87) 5,224 1,105,945 53 2 The net amount of “Transfers and Others” predominantly corresponds to the transfer of assets from “Intangible assets” (Note 8). At 31 March 2023, the net value of tangible assets is composed mainly by basic equipment, namely: • Network and telecommunications infrastructure (fibre optic network and cabling, network equipment, and other equipment) in the amount of 828.8 million euros (31 December 2022: 831.8 million euros); • Terminal equipment installed on client premises, included under Basic equipment, amounts to 104.4 million euros (31 December 2022: 105.7 million euros). Tangible and intangible assets include interests and other financial expenses incurred directly related to the construction of certain tangible or intangible assets in progress. At 31 March 2023, total net value of these costs amounted to 12.2 million euros (31 December 2022: 13.6 million euros). The amount of interest capitalised in the quarter ended on 31 March 2023 amounted to 0.5 million euros (31 December 2022: 1.1 million euros). 8. Intangible assets In the quarters ended on 31 March 2022 and 2023, the movements in this item were as follows: TRANSFERS AND 31-12-2021 INCREASES 31-03-2022 OTHERS ACQUISITION COST Industrial property and other rights 1,981,959 674 33,054 2,015,687 Goodwill 641,400 - - 641,400 Intangible assets in-progress 39,861 26,796 (36,124) 30,533 2,663,220 27,470 (3,070) 2,687,620 ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES Industrial property and other rights 1,456,166 24,486 32 1,480,684 Other intangible assets 2,023 - 32 2,055 1,458,189 24,486 64 1,482,739 1,205,031 2,984 (3,134) 1,204,881 TRANSFERS AND 31-12-2022 INCREASES 31-03-2023 OTHERS ACQUISITION COST Industrial property and other rights 2,103,180 1,315 22,107 2,126,602 Goodwill 641,400 - - 641,400 Intangible assets in-progress 27,217 26,852 (27,251) 26,818 2,771,797 28,167 (5,144) 2,794,820 ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES Industrial property and other rights 1,559,907 27,461 68 1,587,436 Intangible assets in-progress 2,332 - 12 2,344 1,562,239 27,461 80 1,589,780 1,209,558 706 (5,224) 1,205,040 54 2 The amount of “Transfers and Others” corresponds, mainly, to the transfer of assets to “Tangible assets" (Note 7). At 31 March 2023, the item "Industrial property and other rights" includes mainly: • A net amount of 141.3 million euros (31 December 2022: 143.2 million euros) corresponding to the acquisition of frequency usage rights in 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 83.7 million euros (31 December 2022: 85.8 million euros) mainly related to the investment, net of amortization, made in the development of the UMTS network by NOS SA, including: • 26.5 million euros (31 December 2022: 27.2 million euros) related to the license, • 8.9 million euros (31 December 2022: 9.1 million euros) related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators with activity in Portugal, • 2.7 million euros (31 December 2022: 2.8 million euros) related to the Share Capital of “Fundação para as Comunicações Móveis’’, established in 2007, under an agreement entered with “Ministério das Obras Públicas, Transportes e Comunicações” and the three mobile telecommunication operators in Portugal; • 38.8 million euros (31 December 2022: 39.7 million euros) related with the program “Initiatives E”; and • the net amount of 4.6 million euros (31 December 2022: 4.7 million euros) corresponding to the valuation of the license in the fair value allocation process resulting from the merger; • A net amount of 70.5 million euros (31 December 2022: 71.4 million euros) corresponding to the current value of future payments related with the acquisition of rights of use for frequencies (spectrum) bands of 800 MHz, 1800 MHz, 2600 MHz, which will be used to develop 4th generation services (LTE - Long Term Evolution) and a net amount of 2.4 million euros (31 December 2022: 2.5 million euros) corresponding to the valuation of the license in the fair value allocation process resulting from the merger; • A net amount of 176 million euros related with software development (31 December 2022: 173 million euros); • A net amount of 15.4 million euros (31 December 2022: 15.7 million euros) corresponding to the future rights to use movies and series. Increases in the quarter ended on 31 March 2023 correspond mainly to the acquisition of movies and television series usage rights, for an amount of 3.4 million euros, and acquisition and development of software and other assets, for an amount of 24.7 million euros. Impairment tests on goodwill Goodwill was allocated to the cash-generating units of each reportable segment, as follows: 31-12-2022 31-03-2023 Telco 564,799 564,799 Audiovisuals 76,601 76,601 641,400 641,400 In 2022 impairment tests were performed based on assessments in accordance with the discounted cash flow method, which corroborate the recoverability of the book value of the Goodwill. The amounts in these assessments are based on the historical performances and forecast growth of the businesses and their markets, incorporated in medium/long term approved plans. 55 2 These estimates are based on the following assumptions: AUDIOVISUALS SEGMENT TELCO NOS NOS SEGMENT AUDIOVISUALS CINEMAS Discount rate (before taxes) 6.5% 9.4% 9.4% Assessment period 5 years 5 years 5 years EBITDA Growth (2022-27)* 3.0% -6.2% 4.2% Perpetuity growth rate 2.0% 2.0% 2.0% * EBITDA = Operating Income + Depreciation, Amortization and Impairment Losses + Restructuring Costs + Losses / (Gains) on disposal of assets + Other Costs / (Gains) Non-Recurring (CAGR - average 5 years) In the Telco segment, the assumptions used are based on past performance, evolution of the number of customers, expected development of regulated tariffs, current market conditions, and expectations of future development. In the cinema segment, the most affected segment by COVID-19, strong EBITDA growth is justified on the prospect of a recovery in activity to levels close to those pre-pandemic. The number of years specified in the impairment tests depends on the degree of maturity of the several businesses and markets, and were determined based on the most appropriate criterion for the valuation of each cash-generating unit. Sensitivity analyses were performed to variations in the discount rate and growth rate in the perpetuity of the various reported segments, of 1 percentage point and 0.4 percentage points, respectively. In the telecommunications segment, sensitivity analysis were also performed to variations in the operational indicators RGU (Revenue Generating Unit), ARPU (Average Revenue per User), EBITDA and CAPEX, in perpetuity, of approximately 5%. In the cinema segment, sensitivity analysis were conducted on variations in the projected number of tickets sold, average revenue per ticket, EBITDA and CAPEX, in perpetuity, of approximately 5%. These simulations did not result in the need to reinforce impairment. In the three months ended on 31 March 2023, it was understood that the assumptions made in the impairment tests carried out in 2022 were conservative due the more recent developments, so there are no indications of the existence of any impairment. 9. Contract costs In the quarters ended on 31 March 2022 and 2023, the movements in this item were as follows: 31-12-2021 INCREASES 31-03-2022 ACQUISITION COST Cost of attracting customers 556,967 16,347 573,314 Costs of fulfilling customer contracts 256,884 7,393 264,277 813,851 23,740 837,591 ACCUMULATED AMORTIZATIONS AND IMPAIRMENT LOSSES Cost of attracting customers 457,570 16,040 473,610 Costs of fulfilling customer contracts 194,163 8,443 202,606 651,733 24,483 676,216 162,118 (743) 161,375 56 2 31-12-2022 INCREASES 31-03-2023 ACQUISITION COST Cost of attracting customers 623,472 17,040 640,512 Costs of fulfilling customer contracts 286,840 7,927 294,767 910,312 24,967 935,279 ACCUMULATED AMORTIZATIONS AND IMPAIRMENT LOSSES Cost of attracting customers 522,150 16,244 538,394 Costs of fulfilling customer contracts 227,568 8,212 235,780 749,718 24,456 774,174 160,594 511 161,105 Contract costs refers to commissions paid to third parties and other costs related to raising customers’ loyalty contracts, including portability costs. These costs are amortised, systematically and consistently, with the transfer to customers of goods or services to which the asset is related (between 2 and 4 years). 10. Rights of use In the quarters ended on 31 March 2022 and 2023, the movements in this item were as follows: TRANSFERS AND 31-12-2021 INCREASES 31-03-2022 OTHERS ACQUISITION COST Telecommunications towers and rooftops 142,921 1,740 - 144,661 Movie theatres 118,322 4,700 - 123,022 Transponders 91,787 - - 91,787 Equipments 149,061 2,830 - 151,891 Buildings 77,480 (113) - 77,367 Fiber optic rental 40,146 - - 40,146 Stores 21,445 314 - 21,759 Others 41,321 2,352 - 43,673 682,483 11,823 - 694,306 ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES - Telecommunications towers and rooftops 56,137 2,801 - 58,938 Movie theatres 89,550 2,234 - 91,784 Transponders 68,380 1,463 - 69,843 Equipments 102,784 3,931 - 106,715 Buildings 58,411 1,808 - 60,219 Fiber optic rental 32,019 763 - 32,782 Stores 16,585 680 - 17,265 Others 22,554 1,303 - 23,857 446,420 14,983 - 461,403 236,063 (3,160) - 232,903 57 2 TRANSFERS AND 31-12-2022 INCREASES 31-03-2023 OTHERS ACQUISITION COST Telecommunications towers and rooftops 224,319 8,272 - 232,591 Movie theatres 124,323 11,562 - 135,885 Transponders 93,752 383 - 94,135 Equipments 165,910 3,606 - 169,516 Buildings 91,336 2,458 - 93,794 Fiber optic rental 40,137 - - 40,137 Stores 24,547 2,250 - 26,797 Others 43,415 553 - 43,968 807,739 29,084 - 836,823 ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES Telecommunications towers and rooftops 69,950 5,393 - 75,343 Movie theatres 97,322 2,023 - 99,345 Transponders 74,552 1,622 - 76,174 Equipments 119,138 4,172 - 123,310 Buildings 66,151 2,172 - 68,323 Fiber optic rental 35,068 762 - 35,830 Stores 19,874 952 - 20,826 Others 27,961 1,264 - 29,225 510,016 18,360 - 528,376 297,723 10,724 - 308,447 The caption "Rights of Use" refers to assets associated with lease contracts. These assets are amortised according to the duration of the respective agreement, except for the lease of equipment with a purchase option that is amortised over the estimated period of use. 11. Investments in jointly controlled companies and associated companies At 31 December 2022 and 31 March 2023, this item was composed as follows: 31-12-2022 31-03-2023 INVESTMENTS - EQUITY METHOD Finstar* 32,811 35,230 Dreamia 2,347 2,350 Mstar 3,023 2,596 Other companies 780 1,135 ASSETS 38,961 41,311 * Consolidated from Finstar and ZAP Media 58 2 Movements in “Investments in jointly controlled companies and associated companies” in the quarters ended on 31 March 2022 and 2023 were as follows: 3M 22 3M 23 AS AT JANUARY 1 17,016 38,961 Gains / (losses) of exercise (Note 36) 5,307 2,530 Changes in equity 4,270 (180) AS AT MARCH 31 26,593 41,311 Amounts related to changes in equity of the companies registered by the equity method of consolidation are mainly related to foreign exchange impacts of the investment in currencies other than euro. The assets, liabilities and results of the jointly controlled companies and associated companies in the periods ended on 31 December 2022 and 31 March 2023, are as follows: 31-12-2022 NON- NON- CURRENT CURRENT NET ENTITY CURRENT CURRENT EQUITY REVENUE % HELD ASSETS LIABILITIES INCOME ASSETS LIABILITIES Sport TV* 84,507 99,229 71 159,280 24,385 208,331 12,080 25% Dreamia 876 16,985 6,924 6,066 4,871 16,568 (1,272) 50% Finstar 77,697 199,314 - 167,640 109,371 339,309 68,907 30% Mstar 1,064 16,336 - 9,009 8,391 30,665 2,927 30% Upstar 976 20,089 - 18,873 2,192 21,423 920 30% Big Picture 2 Films 770 893 522 780 361 3,270 (172) 20% Dualgrid 6 267 - 176 97 516 38 50% Dreamia S.L. 14,967 1,126 6,363 2,302 7,428 2,213 (9) 50% 180,863 354,239 13,880 364,126 157,096 622,295 83,419 31-03-2023 NON- NON- CURRENT CURRENT NET ENTITY CURRENT CURRENT EQUITY REVENUE % HELD ASSETS LIABILITIES INCOME ASSETS LIABILITIES Sport TV* 39,455 78,119 71 90,794 26,709 59,469 2,324 25% Dreamia 1,120 14,329 6,979 3,603 4,867 4,381 (5) 50% Finstar 75,635 211,726 - 169,928 117,433 131,765 8,405 30% Mstar 764 16,706 - 8,627 8,843 7,608 1,702 30% Upstar 982 21,822 - 19,379 3,425 5,440 639 30% Big Picture 2 Films 702 897 499 794 306 410 (55) 20% Dualgrid 6 253 - 167 92 144 11 50% Dreamia S.L. 15,022 1,215 6,409 2,391 7,437 585 8 50% 133,686 345,067 13,958 295,683 169,112 209,802 13,029 * Sport TV annual reporting period is from 1 July to 30 June (aligned with the period of the football seasons), therefore, in the accounts presented in the table above, revenues and net income correspond to the values relating to the reported period of 12 months of 2022 and 3 months of 2023, respectively. Indicators presented in the tables above do not include consolidated adjustments which were considered when determining the Group's interest in the results, assets and liabilities of jointly controlled and associated companies. 59 2 In the quarter ended on 31 March 2023, the assets, liabilities and results of jointly controlled company ZAP Media (100% held by Finstar) are: 31-03-2023 NON- NON- CURRENT CURRENT ENTITY CURRENT CURRENT EQUITY REVENUE NET INCOME ASSETS LIABILITIES ASSETS LIABILITIES ZAP Media 28,631 19,922 - 30,804 17,749 12,766 2,073 The differences between the individual accounts (prepared in accordance with Angolan regulations) and the Finstar Group (Finstar + ZAP Media) correspond, predominantly, to the annulment of balances and transactions between the companies and the adjustment because the companies were in a hyperinflationary economy from 2017 to September 2019 (IAS 29). The Group has several controls regarding the reporting process of its jointly controlled and associated companies. The amounts included in the reported financial statements are subject to audit in cases where it is legally required. In the remaining cases and in those where the audit has not been completed, specific review procedures are carried out by the Group. The Board of Directors believes that the seizure of assets to Mrs. Isabel dos Santos, in the specific case of the shares held by her in Finstar, ZAP Media, Mstar and Upstar (where she holds 70% of the capital), does not change the control profile, in this case joint control as defined in IFRS 11. 12. Accounts receivable - other At 31 December 2022 and 31 March 2023, this item was composed as follows: 31-12-2022 31-03-2023 CURRENT NON CURRENT CURRENT NON CURRENT Accounts receivables 5,646 5,640 5,484 5,440 Advances to suppliers 11,965 - 13,701 - 17,611 5,640 19,185 5,440 Impairment of other receivable (979) (882) (1,004) (866) 16,632 4,758 18,181 4,574 At 31 March 2023, this item corresponds predominantly to: • short-term loans, medium and long-term loans from Group and interests' receivable; and • associated companies, the amount receivable of 2.5 million euros from the sale of NOS International Carrier Services. Additionally, as of 31 March 2023, advances to suppliers correspond predominantly to amounts paid under football rights contracts and other operating costs. The summary of movements in impairment of other receivable in other accounts receivable is as follows: 3M 22 3M 23 AS AT JANUARY 1 1,524 1,861 Increases (Note 35) 127 39 Utilizations / Others 218 (30) AS AT MARCH 31 1,869 1,870 60 2 13. Taxes payable and receivable At 31 December 2022 and 31 March 2023, these items were composed as follows: 31-12-2022 31-03-2023 RECEIVABLE PAYABLE RECEIVABLE PAYABLE NON CURRENT Debt regularization 369 - 262 - 369 - 262 - CURRENT Value-added tax (VAT) 6,484 21,891 6,741 16,647 Income taxes - 13,070 - 18,102 Personnel income tax witholdings - 1,883 - 4,832 Social Security contributions - 1,865 - 1,942 Others 422 133 422 89 6,906 38,842 7,163 41,612 7,275 38,842 7,425 41,612 At 31 December 2022 and 31 March 2023, the amounts of CIT (Corporate Income Tax) receivable and payable were composed as follows: 31-12-2022 31-03-2023 Estimated current tax on income (45,776) (50,746) Payments on account 30,596 30,596 Withholding income taxes 966 1,055 Others 1,144 993 (13,070) (18,102) 14. Other non-current financial assets On 31 December 2022 and 31 March 2023, this caption is composed as follows: 31-12-2022 31-03-2023 Fundo TechTransfer 1,233 1,240 Didimo* 1,415 1,415 Seems Possible* 800 800 Reckon.ai* 500 500 MindProber* 500 500 SkillAugment* 300 300 Others 500 531 5,248 5,286 During the financial year ended on 31 December 2022, NOS reinforced its investment in start-up Reckon.ai and invested in the start-up Didimo, which develops photo-based 3D digital avatars, in the start-up MindProber, which has developed a pioneering platform capable of measuring the emotional impact that multimedia content has on consumers, and in the start-up SkillAugment (KIT-AR), which develops solutions using emerging technologies such as augmented reality and artificial intelligence. During the quarter ended on 31 March 2023, NOS reinforced its investment on Tech Transfer Fund. 61 2 15. Income tax expense NOS and its subsidiaries are subject to IRC - Corporate Income Tax - at the rate of 21% on taxable amount (taxable profit less eventual tax losses subject to deduction), plus IRC surcharge at the maximum rate of 1.5% on taxable profit, giving an aggregate rate of approximately 22.5%. Additionally, following the introduction of austerity measures approved by Law 66- B/2012 of 31 December, and respective addendum published by Law 114/2017 of 29 December, this rate was raised by 3% and will be applied to the company’s taxable profit between 1.5 million euros and 7.5 million euros, by 5% to the company’s taxable profit which exceeds 7.5 million euros, and by 9% to the company’s taxable profit above 35 million euros. In the calculation of taxable income, amounts, which are not fiscally allowable, are added to or subtracted from the book results. These differences between accounting income and taxable income may be of a temporary or permanent nature. NOS is taxed in accordance with the Special Regime for Taxation of Corporate Groups, which covers the companies in which it directly or indirectly holds at least 75% of their share capital and which fulfil the requirements of Article 69 of the IRC Code. The companies covered by the Special Regime for Taxation of Corporate Groups in 2023 are: • NOS (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 Madeira • NOS Mediação de Seguros • NOS Sistemas • NOS Technology • NOS Wholesale • NOS Corporate Center • NOS Property • Per-mar • Sontária • Teliz 62 2 Under current legislation, tax declarations are subject to review and correction by tax authorities for a period of four years, except when tax losses have occurred or tax benefits have been obtained, whose term, in these cases, matches the deadline to use them. It should be noted that in the event of inspections, appeals, or disputes in progress, these periods might be extended or suspended. The Board of Directors of NOS, based on information from its tax advisers, believes that these and any other revisions and corrections to these tax declarations, as well as other contingencies of a fiscal nature, will not have a significant effect on the consolidated financial statements as at 31 March 2023. A) Deferred tax NOS and its associated companies have reported deferred tax relating to temporary differences between the taxable basis and the book amounts of assets and liabilities, and tax losses carried forward at the date of the statement of financial position. The movements in deferred tax assets and liabilities for the quarter ended on 31 March 2022 and 2023 were as follows: INCOME 31-12-2021 EQUITY 31-03-2022 (NOTE B) DEFERRED INCOME TAX ASSETS Impairment of other receivable 6,531 709 - 7,240 Inventories 2,539 106 - 2,645 Other provision and adjustments 41.645 (201) - 41,444 Intragroup gains 20,892 (34) - 20,858 Liabilities recorded as part of the allocation of fair value to the liabilities acquired in the 4,968 - - 4,968 merger Assets recognised under application of IFRS 16 4,739 454 - 5,193 Derivatives 76 (10) (65) 1 81,390 1,024 (65) 82,349 DEFERRED INCOME TAX LIABILITIES Tax litigation 42,167 939 - 43,106 Revaluations of assets as part of the allocation of fair value to the assets acquired in the 2,429 (43) - 2,386 merger Derivatives 116 62 24 202 Others 2,614 19 - 2,633 47,326 977 24 48,327 NET DEFERRED TAX 34,064 47 (89) 34,022 63 2 INCOME 31-12-2022 EQUITY 31-03-2023 (NOTE B) DEFERRED INCOME TAX ASSETS Impairment of other receivable 9,288 (805) - 8,483 Inventories 2,579 84 - 2,663 Other provision and adjustments 39.761 (2,503) - 37,258 Intragroup gains 26,851 109 - 26,960 Liabilities recorded as part of the allocation of fair value to the liabilities acquired in the 4,865 (170) - 4,695 merger Assets recognised under application of IFRS 16 6,160 1,033 - 7,193 Derivatives 50 8 149 207 89,554 (2,244) 149 87,459 DEFERRED INCOME TAX LIABILITIES Tax litigation 42,618 235 - 42,853 Revaluations of assets as part of the allocation of fair value to the assets acquired in the 2,235 (42) - 2,193 merger Derivatives 2,487 22 (220) 2,289 Others 2,785 (22) - 2,763 50,125 193 (220) 50,098 NET DEFERRED TAX 39,429 (2,437) 369 37,361 At 31 March 2023, the deferred tax assets related to the other provisions and adjustments are mainly due: • Impairments and acceleration of amortizations beyond the acceptable fiscally and other adjustments in fixed tangible assets and intangible assets, amounted to 29.7 million euros (31 December 2022: 31.2 million euros); and • Other provisions amounted to 7.6 million euros (31 December 2022: 8.6 million euros). In the quarter ended on 31 March 2023, the item “Tax litigation” includes liabilities, related to ongoing tax processes, of which highlights: • Future credits transferred: for the financial year ended at 31 December 2010, NOS SA was notified of the Report of Tax Inspection, when it is considered that the increase, when calculating the taxable profit for the year 2008, of the amount of 100 million euros, with respect to initial price of future credits transferred to securitization, is inappropriate. Given the principle of periodization of taxable income, NOS SA was subsequently notified of the improper deduction of the amount of 20 million euros in the calculation of taxable income between 2009 and 2013. Given that the increase made in 2008 was not accepted due to not complying with Article 18 of the CIRC, also in the years following, the deduction corresponding to credits generated in that year, will eliminate the calculation of taxable income, to meet the annual amortization hired as part of the operation (20 million per year for 5 years). NOS SA challenged the decisions regarding the 2009 to 2013 fiscal year and will appeal for the judicial review in due time the decision regarding the 2008 to 2013 fiscal year. Regarding the year 2008, the Administrative and Fiscal Court of Porto has already decided unfavorably, in March 2014. The company has appealed. In March 2021, NOS SA was notified of the dismissal issued by the Court of Appeal. Not accepting the decision, NOS filed a Review Appeal with the Supreme Administrative Court, pending, in this regard, the issuance of the respective admissibility order. In May 2022, NOS was notified of the decision which did not admit the review appeal. An appeal has been filed against the Constitutional Court with suspensive effects on the transit of that non-admission decision. In addition to that appeal, an application was lodged in the file for recognition of the invalidity of the decision, for lack of reasoning. Both expedients are pending consideration and decision. 64 2 • Supplementary Capital: the fiscal authorities believe that NOS SA has broken the principle of full competition under the terms of (1) of Article 58 of the Corporate Tax Code (CIRC) – currently Article 63 –, by granting supplementary capital to its subsidiary NOS, without having been remunerated at a market interest rate. In consequence, it has been notified, with regard to the years 2004, 2005, 2006 and 2007 of corrections to the determination of its taxable income in the total amount of 20.5 million euros. NOS SA contested the decision with regard to all the above-mentioned years. As for the year 2004, the Court has decided favorably. This decision is concluded (favorably), originating a reversal of provisions, in 2016, in the amount of 1.3 million euros plus interest. As for the years 2006 and 2007, the Porto Fiscal and Administrative Court has already decided unfavorably. As for the year 2005, the Court decided favorably, having been concretized by the Tax Authorities, which meant the provision reversal of one million euros, in 2018. The revaluations of assets refer to the appreciation of telecommunications licenses and other assets at the merger of Group companies. At 31 March 2023, deferred tax assets were not recognised for an amount of 0.4 million euros, corresponding mainly to tax incentives and losses. Deferred tax assets were recognised when it is probable that taxable profits will occur in future that may be used to absorb tax losses or deductible tax differences. This assessment was based on the business plans of the Group’s companies, which are regularly revised and updated. At 31 March 2023, the tax rate used to calculate the deferred tax assets relating to tax losses carried forward was 21% (2022: 21%). In the case of temporary differences, the rate used was 22.5% (2022: 22.5%) increased to a maximum of 6.3% (2022: 6.3%) of state surcharge when the taxation of temporary differences in the estimated period of application of the state surcharge was perceived as likely. Tax benefits, related to deductions from taxable income, are considered 100%, and in some cases, their full acceptance is conditional upon the approval of the authorities that grants such tax benefits. Under the terms of Article 88 of the IRC Code, the Company is subject to autonomous taxation on a series of charges at the rates set out in that Article. With the State Budget for 2023, tax losses will have no time limit for carry forward, but there will be a limitation on their deduction up to 65% of the taxable profit generated. B) Effective tax rate reconciliation In the quarters ended on 31 March 2022 and 2023, the reconciliation between the nominal and effective rates of tax was as follows: 3M 22 3M 23 Income before taxes 48,020 42,194 Statutory tax rate 22.5% 22.5% ESTIMATED TAX 10,805 9,494 Permanent differences (1,165) (647) Tax benefits (1,550) (1,646) State surcharge 1,675 1,286 Autonomous taxation 137 144 Others (2,959) (1,485) INCOME TAXES 6,943 7,146 Effective Income tax rate 14.5% 16.9% Income tax 6,990 4,709 Deferred tax (47) 2,437 6,943 7,146 65 2 At 31 March 2022 and 2023, the permanent differences were composed as follows: 3M 22 3M 23 Equity method (Note 36) (5,307) (2,530) Others 131 (344) (5,176) (2,874) 22.5% 22.5% (1,165) (647) Additionally, the amount registered as fiscal benefits relates to the register of deferred taxes and the use of tax benefits for which there was no record of deferred taxes: SIFIDE (Business Research and Development Tax Incentives System), a tax benefit introduced by Law 40/2005 of 3 August and RFAI (Investment Tax Incentive Regime) introduced by Law 10/2009 of 10 March; and provisions for used tax incentives. 16. Inventories At 31 December 2022 and 31 March 2023, this item was composed as follows: 31-12-2022 31-03-2023 INVENTORIES Telco 75,818 79,411 Audiovisuals 566 610 76,384 80,021 IMPAIRMENT OF INVENTORIES Telco (9,161) (9,451) (9,161) (9,451) 67,223 70,570 The movements occurred in impairment adjustments were as follows: 3M 22 3M 23 AS AT JANUARY 1 8,935 9,161 Increase and decrease - Cost of products sold (Note 33) 486 435 Utilizations / Others (107) (145) AS AT MARCH 31 9,314 9,451 66 2 17. Accounts receivable – trade At 31 December 2022 and 31 March 2023, this item was as follows: 31-12-2022 31-03-2023 Trade receivables 444,218 460,461 Unbilled revenues 89,805 77,437 534,023 537,898 Impairment of trade receivable (214,582) (219,698) 319,441 318,200 The amounts to be invoiced correspond mainly to the value of contractual obligations already met or partially met and whose invoicing will occur subsequently. The movements occurred in impairment adjustments were as follows: 3M 22 3M 23 AS AT JANUARY 1 197,628 214,582 Increases and decreases (Note 35) 4,597 4,877 Penalties 3,955 4,892 Utilizations / Others (3,860) (4,653) AS AT MARCH 31 202,320 219,698 Penalties correspond to the invoiced penalties, in the period, for which the full expected credit losses are registered, and the register was made by deduction from the respective revenue. 18. Contract assets At 31 March 2023, the contract assets, in the amount of 61.0 million euros (31 December 2022: 60.1 million euros), correspond to discounts, attributed to customers at the time of the sale of equipment (included in the telecommunications packages) and which are allocated to monthly fees / services rendered, within the scope of the allocation of credits to different types of performance obligations, according to IFRS 15. These assets are deferred, at the time of sale of the equipment, and recognised over the contract period (service rendered). 19. Prepaid expenses At 31 December 2022 and 31 March 2023, this item was composed as follow: 31-12-2022 31-03-2023 Programming costs i) 21,091 22,403 Costs related to specific corportate projects 10,941 10,919 Costs of litigation procedure activity ii) 5,591 5,927 Repair and maintenance 1,875 2,923 Insurance 1,333 1,557 Advertising 132 153 Others iii) 11,269 16,355 52,232 60,237 67 2 i) Programming costs correspond to costs inherent to the availability of channels, namely fixed fees, billed in advance. This cost is recognised in the period in which the channel is made available and transmitted, and recognised as a programming cost, in the Consolidated Income Statement. ii) Deferred costs related to collection actions correspond to services paid in advance to external entities as part of the processes for recovering customer debts / collection actions. These costs are recognised as the service is provided. iii) “Others” includes deferred costs, mainly related to expenses to be recognised from various supplies and external services, such as specialized works, maintenance and repair work and others, billed in advance by suppliers (quarterly or annual billing), the respective expense being recognised in the income statement as the service is provided. The increase in this item results mainly from expenses paid in advance at the beginning of each year in respect of the current year. 20. Derivative financial instruments Interest rate derivatives At 31 March 2023, NOS have 3 interest rate swaps in a total amount of 180 million euros (31 December 2022: 180 million euros), with forward start on September 2022. Exchange rate derivatives At the date of the statement of the financial position there are foreign currency forwards open worth 44,055 thousand euros (31 December 2022: 41,147 thousand euros). 31-12-2022 ASSETS LIABILITIES NOTIONAL NON NON CURRENT CURRENT CURRENT CURRENT Interest rate swaps 180,000 - 10,947 - - Exchange rate forward 41,147 - 302 397 - 221,147 - 11,249 397 - 31-03-2023 ASSETS LIABILITIES NOTIONAL NON NON CURRENT CURRENT CURRENT CURRENT Interest rate swaps 180,000 - 9,968 - - Exchange rate forward 44,055 - 143 712 - 224,055 - 10,111 712 - 68 2 Movements during the quarters ended on 31 March 2022 and 2023 were as follows: 31-12-2021 INCOME EQUITY 31-03-2022 Fair value interest rate swaps (10) - 10 - Fair value exchange rate forward 313 1 82 396 Fair value equity swaps (218) 319 281 382 DERIVATIVES 85 320 373 778 Deferred income tax liabilities (116) (62) (24) (202) Deferred income tax assets 76 (10) (65) 1 DEFERRED INCOME TAX (40) (72) (89) (201) 45 248 284 577 31-12-2022 INCOME EQUITY 31-03-2023 Fair value interest rate swaps 10,947 - (979) 9,968 Fair value exchange rate forward (95) 38 (512) (569) Fair value equity swaps - - - - DERIVATIVES 10,852 38 (1,491) 9,399 Deferred income tax liabilities (2,487) (22) 220 (2,289) Deferred income tax assets 50 8 149 207 DEFERRED INCOME TAX (2,437) (14) 369 (2,082) 8,415 24 (1,122) 7,317 21. Cash and cash equivalents At 31 December 2022 and 31 March 2023, this item was composed as follows: 31-12-2022 31-03-2023 Cash 1,017 492 Other deposits - 15,115 Terms deposits i) 14,198 7,514 Cash and cash equivalents 15,215 23,121 Bank overdrafts (Note 24) 7,136 1,860 Cash and cash equivalents 8,079 21,261 for the purposes of the Cash Flow Statement At 31 December 2022 and 31 March 2023, there are 5.6 million euros recorded in the item "Current deposits" whose use is restricted, because they are held by the Capital Fund NOS 5G, subscribed by NOS. 69 2 22. Shareholder’s equity 22.1. Share capital At 31 December 2022 and 31 March 2022, the share capital of NOS was 855,167,890.80 euros. At 31 March 2023, the share capital is represented by 515,161,380 shares registered book-entry shares, with a nominal value of 1.66 euro each (2022: 1.66 euro each). The main shareholders as of 31 December 2022 and 31 March 2022 are: 31-12-2022 31-03-2023 NUMBER OF % SHARE NUMBER OF % SHARE SHARES CAPITAL SHARES CAPITAL Sonaecom, SGPS, S.A. 134,322,268 26.07% 134,322,268 26.07% ZOPT, SGPS, SA 134,322,269 26.07% 134,322,269 26.07% Sonae, SGPS, S.A. 55,524,516 10.78% 55,524,516 10.78% Mubadala Investment Company 25,758,569 5.00% 25,758,569 5.00% TOTAL 349,927,622 67.93% 349,927,622 67.93% According to paragraphs b) and c) of number 1 of article 20º and article 21º of the Portuguese Securities Code, a qualified shareholding of 26.07% of the share capital and voting rights of NOS, SGPS, S.A. as calculated in the terms of article 20º of the Portuguese Securities Code, is attributable to the following companies: • Sonaecom - The aforementioned qualified holding is also attributable to Sonaecom SGPS S.A., and all entities in a control relationship with Sonaecom, namely SONTEL, BV and SONAE, SGPS, S.A., directly or indirectly controled by EFANOR INVESTIMENTOS, SGPS, S.A., as a result of the control relationship and shareholders agreement mentioned. As of November 29th, 2017, EFANOR INVESTIMENTOS, SGPS, S.A., no longer has a controlling shareholder under the terms and for the purposes of articles 20 and 21 of the Portuguese Securities Code; • ZOPT - This qualified holding is attributable to the companies Kento Holding Limited (“Kento”), BV, as well as to Mrs. Isabel dos Santos, being (i) Kento and Unitel International directly and indirectly controlled by Mrs. Isabel dos Santos; (ii) a ZOPT, a society controled by Kento Holding Limited, Unitel International Holdings, BV. 22.2. Capital issued premium 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 euros, corresponding to the total number of issued shares (206,064,552 shares), based on the closing market price of 27 August 2013. The capital increase is detailed as follows: • share capital in the amount of 2,060,646 euros; • premium for issue of shares in the amount of 854,343,632 euros. Additionally, the premium for issue of shares was deducted for an amount of 125 thousand euros related to costs with the respective capital increase. • The capital issued premium is subject to the same rules as for legal reserves and can only be used: • 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. On 21 April 2022, was approved in the Annual General Meeting of shareholders of NOS SGPS, an increase of share capital, by incorporation of share premium, in the amount of 850,016,277.00, through the increase of the nominal value of the total shares representing the share capital in the amount of 1.65€. The nominal value of each share is now 1.66€. As of 31 March 2023, the amount of share issue premium is 4,202,356 euros (2022: 4,202,356 euros). 70 2 22.3. Own shares Company law regarding own shares requires the establishment of a non-distributable reserve of an amount equal to the purchase price of such shares, which becomes frozen until the shares are disposed of or distributed. In addition, the applicable accounting rules determine that gains or losses on the disposal of own shares are stated in reserves. At 31 March 2023 there were 3,562,512 own shares, representing 0.6915% of share capital (31 December 2022: 4,008,391 own shares, representing 0.7781% of the share capital). The movements occurred in the financial quarters ended on 31 March 2022 and 2023 were as follows: QUANTITY VALUE BALANCE AS AT 1 JANUARY 2022 3,002,427 12,353 Acquisition of own shares 898,333 3,358 Distribution of own shares - share incentive scheme (781,379) (3,147) Distribution of own shares - other remunerations (70,908) (286) BALANCE AS AT 31 MARCH 2022 3,048,473 12,278 BALANCE AS AT 1 JANUARY 2023 4,008,391 15,968 Acquisition of own shares 1,044,138 4,422 Distribution of own shares - share incentive scheme (1,462,391) (5,902) Distribution of own shares - other remunerations (27,626) (111) BALANCE AS AT 31 MARCH 2023 3,562,512 14,377 22.4. Reserves Legal reserve Company law and NOS Articles of Association establish that at least 5% of the Company’s annual net profit must be used to build up the legal reserve until it corresponds to 20% of the share capital. This reserve cannot be distributed except in the event of liquidation of the company, but it may be used to absorb losses after all other reserves have been exhausted, or for incorporation in the share capital. Other reserves Under Portuguese law, the amount of distributable reserves is determined according to the individual financial statements of the company prepared in accordance with IAS / IFRS. Thus, on 31 March 2023 NOS had reserves, which by their nature are considered distributable for an amount of approximately 371.4 million euros, not including the net income. 71 2 23. Non-controlling interests The movements of the non-controlling interests occurred during the quarters ended on 31 March 2022 and 2023 and the results attributable to non-controlling interests for the year are as follows: ATTRIBUTABLE 31-12-2021 OTHERS 31-03-2022 PROFITS NOS Madeira 5,289 6 (3) 5,292 NOS Açores 1,090 (37) (1) 1,052 6,379 (31) (4) 6,344 ATTRIBUTABLE 31-12-2022 OTHERS 31-03-2023 PROFITS NOS Madeira 5,432 155 (8) 5,579 NOS Açores 819 (22) (2) 795 6,251 133 (10) 6,374 24. Borrowings At 31 December 2022 and 31 March 2023, the composition of borrowings was as follows: 31-12-2022 31-03-2023 NON- NON- CURRENT CURRENT CURRENT CURRENT LOANS - NOMINAL VALUE 350,136 655,000 339,360 650,000 Debenture loan 300,000 290,000 300,000 290,000 Commercial paper 43,000 365,000 37,500 360,000 Bank overdrafts 7,136 - 1,860 - LOANS - ACCRUALS AND DEFERRALS 2,832 (541) 3,524 (570) LOANS - AMORTISED COST 352,968 654,459 342,884 649,430 LEASES 74,485 555,722 81,022 557,867 427,453 1,210,181 423,906 1,207,297 During the financial quarter ended on 31 March 2023, the average cost of debt of the used lines was approximately 2.2% (2022: 1.2%). The average global financing cost (used and unused lines) during the quarter ended on 31 March 2023 was approximately 2.3% (2022: 1.3%). At 31 March 2023 there is no default in terms of capital, interest, conditions for redemption on loans payable or other commitments. 72 2 24.1. Debenture loans At 31 March 2023, NOS has a total amount of 590 million euros of bonds issued: • A bond issue for an amount of 300 million euros in May 2018, whose maturity occurs in May 2023. The issue bears interest at a fix rate and it is paid annually. • A bond loan in the amount 50 million euros placed by BPI bank in June 2019 and maturing in June 2024. The loan bears interest at variable rates, indexed to Euribor and paid semi-annually. • A bond loan in the amount 50 million euros placed by Caixa Geral de Depósitos in July 2019 and maturing in July 2024. The loan bears interest at variable rates, indexed to Euribor and paid semi-annually. • A bond loan in the amount 25 million euros placed by Medio Banca in July 2019 and maturing in July 2024. The loan bears interest at variable rates, indexed to Euribor and paid semi-annually. • A bond loan in the amount of 15 million euros placed by BPI in July 2021 and maturing in July 2026.The loan bears interest at a variable rate, indexed to the Euribor and paid on a quarterly basis. • A bond loan in the amount of 75 million euros placed by Caixa Geral de Depósitos in March 2022 and maturing in March 2027. The loan bears interest at variable rates, indexed to Euribor and paid semi-annually. • A bond loan in the amount of 75 million euros placed by BPI in July 2022 and maturing in March 2027. The loan bears interest at variable rates, indexed to Euribor and paid quarterly. Additionally, NOS has also contracted two financings, whose bonds will be issued in April 2023: • Bond loan, of 50 million euros, placed by BPI and maturing in January 2028. • Bond loan, of 75 million euros, placed by Caixa Geral de Depósitos and maturing in April 2028. At 31 March 2023, an amount of 3,467 thousand euros, corresponding to interest and commissions, was added to this amount and recorded in the item “Loans - accruals and deferrals”. 24.2. Commercial paper At 31 March 2023, the Company has borrowings of 397,5 million euros in the form of commercial paper. The total amount contracted, under underwriting securities, is of 885 million euros, corresponding to 17 programmes, with 7 banks, 747.5 million euros of which bear interest at market rates and 137.5 million euros are issued in fixed rate. Commercial paper programmes with maturities over one-year totaling 885 million euros (of which 397,5 million euros have been used as of 31 March 2023), since the Company can renew unilaterally current issues on or before the programmes’ maturity dates and because they are underwritten by the organizer. As such, this amount, although having a current maturity, it was classified as non-current for presentation purposes in the financial position statement. At 31 March 2023 an amount of 513 thousand euros, corresponding to interest and commissions, was deducted to this amount, and recorded in the item “Loans - accruals and deferrals”. 73 2 24.3. Leases At 31 December 2022 and 31 March 2023, the leases refer mainly to rental agreements for telecommunications towers, movie theaters, equipment, shops and vehicles, exclusive acquisition of satellite capacity and rights to use distribution network capacity. Leases – payments 31-12-2022 31-03-2023 Until 1 year 120,515 110,067 Between 1 and 5 years 305,011 315,254 Over 5 years 420,531 411,303 846,057 836,624 Future financial costs (lease) (215,850) (197,735) PRESENT VALUE OF LEASE LIABILITIES 630,207 638,889 Leases – present value 31-12-2021 31-03-2023 Until 1 year 74,485 81,022 Between 1 and 5 years 214,269 223,107 Over 5 years 341,453 334,760 630,207 638,889 The maturities of the loans obtained are as follows: 31-12-2022 31-03-2023 BETWEEN 1 OVER 5 BETWEEN 1 OVER 5 UNTIL 1 YEAR UNTIL 1 YEAR AND 5 YEARS YEARS AND 5 YEARS YEARS Debenture loan 302,944 289,466 - 303,912 289,555 - Commercial paper 42,888 364,993 - 37,112 359,875 - Bank overdrafts 7,136 - - 1,860 - - Leases 74,485 214,269 341,453 81,022 223,107 334,760 427,453 868,728 341,453 423,906 872,537 334,760 74 2 25. Provisions At 31 December 2022 and 31 March 2023, the provisions were as follows: 31-12-2022 31-03-2023 Litigation and other - i) 32,158 31,628 Dismantling and removal of assets - ii) 22,294 22,581 Contingent liabilities - iii) 22,908 22,908 Contingencies - other - iv) 3,907 3,758 81,267 80,875 i) At 31 March 2023, the amount under the item "Litigation and other" corresponds to provisions to cover the legal and others claims in-progress. ii) The amount under the item "Dismantling and removal of assets "refers to the estimated future costs discounted to the present value, related with the termination of the use of the space where there are telecommunication towers and cinemas; iii) The amount in the item "Contingent liabilities" refers to several provisions recorded for present but not likely obligations, related to the merger by incorporation of Optimus SGPS, namely: a. Extraordinary contribution toward the fund for the compensation of the net costs of the universal service of electronic communications (CLSU): The Extraordinary contribution toward the fund for the compensation of the net costs of the universal service of electronic communications (CLSU) is legislated in Articles 17 to 22 of Law no 35/2012, of 23 August. From 1995 until June 2014, MEO, SA (former PTC) was the sole provider for the universal service of electronic communications, having been designated administratively by the government, i.e. without a formal contest procedure led by the government for that effect, which constitutes an illegality, by the way acknowledged by the European Court of Justice who, through its decision taken in June 2014, condemned the Portuguese State to pay a fine of 3 million euros for illegally designating MEO. In accordance with Article 18 of the abovementioned Law 35/2012, of 23 August, the net costs incurred by the operator responsible for providing the universal service, approved by ANACOM, must be shared between other companies who provide, in national territory public communication networks and publicly accessible electronic communications services. NOS is therefore within the scope of this extraordinary contribution given that MEO has being requesting the payment of CLSU to the compensation fund of the several periods during which it was responsible for providing the services. In accordance with law, the compensation fund can be activated to compensate the net costs of the electronic communications universal service, relative to the period before the designation of the provider by tender, whenever, cumulatively (i) there are net costs, considered excessive, the amount of which is approved by ANACOM, following an audit to their preliminary calculation and support documents, which are provided by the universal service provider, and (ii) the universal service provider requester the Government compensation for the net costs approved under the terms previously mentioned. Therefore: - In 2013, ANACOM deliberated to approve the final results of the CLSU audit presented by MEO, relative to the period from 2007 to 2009, in a total amount of 66.8 million euros, a decision that was contested by the Company. In January 2015, ANACOM issued the settlement notes in the amount of 18.6 million euros related to NOS, SA, NOS Madeira and NOS Açores which were contested by NOS and for which a bail was presented by NOS SGPS (Note 44) to avoid Tax Execution Proceedings. The guarantees have been accepted by ANACOM. - In 2014, ANACOM deliberated to approve the final results of the CLSU audit by MEO, relative to the period from 2010 to 2011, in a total amount of 47.1 million euros, a decision also contested by NOS. In February 2016, ANACOM issued the settlement notes in the amount of 13 million euros, related to NOS, SA, NOS Madeira and NOS Açores which were also contested and for which it was before also presented bail by NOS 75 2 SGPS in order to avoid the promotion of respective tax enforcement processes. The guarantees that have been accepted by ANACOM. - In 2015, ANACOM deliberated to approve the final results of the audit to CLSU presented by MEO relative to the period from 2012 to 2013, in the amount of 26 million euros and 20 million euros, respectively, and as the others, it was contested by NOS. In December 2016, the notices of settlement were issued relating to NOS, SA, NOS Madeira and NOS Açores, corresponding to that period, in the amount of 13.6 million euros which were contested by NOS and for which guarantees have been already presented by NOS SGPS in order to avoid the promotion of the respective proceedings of tax execution. The guarantees were also accepted by ANACOM. - In 2016, ANACOM approved the results of the audit to the CLSU presented by MEO related with the period between January and June 2014, for an amount of 7.7 million euros that was contested by NOS, in standard terms. - In 2017, NOS, SA, NOS Madeira and NOS Açores were notified of the decision of ANACOM concerning the entities that are obliged to contribute toward the compensation fund and the setting of the values of contributions corresponding to CLSU that must be compensated and relating to the months of 2014 in which MEO still remained as provider of the Universal Service, which establishes for all these companies a contribution around 2.4 million euros. In December 2017, the settlement notes relating to NOS, SA, NOS Madeira and NOS Açores, concerning that period, were issued in the amount of approximately 2.4 million euros, which were challenged by NOS and for which guarantees have also been presented by NOS SGPS, in order to avoid the promotion of their tax enforcement procedures. The guarantees were also accepted by ANACOM. It is the opinion of the Board of Directors of NOS that these extraordinary contributions to Universal Service (not designated through a tender procedure) flagrantly violate the Directive of Universal Service. Moreover, considering the existing legal framework since NOS began its activity, the request of payment of the extraordinary contribution violates the principle of the protection of confidence, recognised on a legal and constitutional level in Portuguese domestic law. For these reasons, NOS has judicially challenged either the approval of audit results of the universal service net cost related with the pre-contest period as well as the liquidation of each and every extraordinary contributions that may be required. In September 2021, the Lisbon Administrative Circle Court ruled as unfounded the action regarding the administrative challenge of the results of the CLSU 2007-2009 audit, which NOS appealed in October 2021. The Board of Directors is convinced it will be successful in both challenges and appeals undertaken; iv) The amount under the caption "Contingencies - other" refers to provisions for risks related to miscellaneous events/disputes of various kinds, the settlement of which may result in outflows of cash, and other likely liabilities related to several transactions from previous periods, and whose outflow of cash is probable, namely, costs charged to the current period or previous years, for which it is not possible to estimate reliably the time of occurrence of the expense. During the quarter ended on 31 March 2022, movements in provisions were as follows: 31-12-2021 INCREASES DECREASES OTHERS 31-03-2022 Litigation and other 32,468 563 (2,332) - 30,699 Financial investments 1,075 - - - 1,075 Dismantling and removal of assets 22,326 116 - - 22,442 Contingent liabilities 23,707 - - - 23,707 Contingencies - other 2,940 942 - (1,031) 2,851 82,516 1,621 (2,332) (1,031) 80,774 76 2 During the quarter ended on 31 March 2023, movements in provisions, were as follows: 31-12-2022 INCREASES DECREASES OTHERS 31-03-2023 Litigation and other 32,158 1,115 (1,645) - 31,628 Financial investments - - - - - Dismantling and removal of assets 22,294 287 - - 22,581 Contingent liabilities 22,908 - - - 22,908 Contingencies - other 3,907 363 - (512) 3,758 81,267 1,765 (1,645) (512) 80,875 During the quarters ended on 31 March 2022 and 2023, the increases refer mainly to compensation to employees, provisions for legal and other claims plus interests and charges, and the decreases refer mainly to the reassessment and prescription of several legal contingencies. The movements recorded in “Others”, under the heading “Contingencies - other” correspond, predominantly, to compensations to employees. The net movements for the financial year ended on 31 March 2022 and 2023 reflected in the income statement under Provisions were as follows: 3M 22 3M 23 Provisions and adjustments (Note 35) 118 (708) Other losses / (gains) non-recurrent (Note 38) 934 363 Interests - dismantling 116 287 Other (1,879) 178 INCREASES AND DECREASES IN PROVISIONS (711) 120 77 2 26. Accrued expenses At 31 December 2022 and 31 March 2023, this item was composed as follows: 31-12-2022 31-03-2023 CURRENT Invoices to be issued by operators i) 39,314 39,234 Investments in tangible and intangible assets 40,116 35,705 Costs related to specific projects of business customers 30,494 25,369 Vacation pay and bonuses 24,320 24,989 Professional services 16,306 19,834 Advertising 15,084 15,359 Content and film rights 13,205 11,737 Programming services 11,779 9,149 Taxes (ANACOM and Cinema Law) ii) - 8,421 Comissions 5,198 6,480 Energy and water 5,495 5,969 Costs of litigation procedure activity 4,033 4,160 Maintenance and repair 1,699 2,774 Other accrued expenses 5,387 3,487 212,430 212,667 i. Invoices to be issued by operators correspond predominantly to interconnection costs for international traffic and for the use of roaming services not yet billed. ii. Amounts relating to ANACOM licences and other ICA fees, the invoicing of which is issued annually in subsequent periods. 27. Deferred income At 31 December 2022 and 31 March 2023, this item was composed as follows: 31-12-2022 31-03-2023 CURRENT NON-CURRENT CURRENT NON-CURRENT Advanced billing i) 37,844 - 40,585 - Investment subsidy ii) 346 2,824 330 2,753 38,190 2,824 40,915 2,753 i) This item relates mainly to the billing of Pay TV services regarding the following month to the report period and amounts received from NOS Comunicações, SA customers, related with the recharges of mobile phones and purchase of telecommunications minutes yet unused. ii) This item is related mainly to the deferral of income related to the implicit subsidy calculated with the obtaining of a loan, in the meantime fully repaid, from EIB, at interest rates below market values. 78 2 28. Accounts payable - trade At 31 December 2022 and 31 March 2023, this item was composed as follows: 31-12-2022 31-03-2023 Suppliers current account 252,195 266,972 Invoices in reception and conference 1,160 1,921 253,355 268,893 29. Accounts payable - other At 31 December 2022 and 31 March 2023, this item was composed as follows: 31-12-2022 31-03-2023 NON-CURRENT Contractual rights 42,128 41,691 42,128 41,691 CURRENT Fixed assets suppliers 47,437 26,978 Contractual rights 1,934 2,130 Advances from customers 191 170 Others 4,227 4,616 53,789 33,894 95,917 75,585 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. 79 2 30. Operating revenues Consolidated operating revenues, for the quarters ended on 31 March 2022 and 2023, were as follows: 3M 22 3M 23 SERVICES RENDERED: Communications service revenues i) 312,357 328,407 Revenue distribution and cinematographic exhibition ii) 5,203 9,070 Advertising revenue iii) 4,173 4,441 Production and distribution of content and channels iv) 5,508 5,426 Others 729 1,992 327,970 349,336 SALES: Telco v) 35,967 22,303 Audiovisuals and cinema exhibition vi) 1,958 3,107 37,925 25,410 OTHER OPERATING REVENUES: Telco 7,343 6,638 Audiovisuals and cinema exhibition 129 20 7,472 6,658 373,367 381,404 These operating revenues are shown net of inter-company eliminations. i) This item mainly includes revenue relating to: (a) basic channel subscription packages that can be sold in a bundle with fixed broadband/fixed voice services; (b) premium channel subscription packages and S-VOD; (c) terminal equipment rental; (d) consumption of content (VOD); (e) traffic and mobile and fixed voice termination; (f) service activation; (g) mobile broadband access; and (h) other additional services (ex: firewall, antivirus) and services rendered related to datacenter management and consulting services in IT. ii) This item mainly includes (a) box office revenue at the NOS Cinemas, and (b) revenue relating to film distribution to other cinema exhibitors in Portugal. iii) This item includes advertising revenues on television channels and NOS cinemas. iv) This item includes revenues related to production of audiovisual content, thought the compilation of acquired contents, and distribution of channels, essentially TVCines. v) Revenue relating to the sale of terminal equipment, telephones, and mobile phones. vi) This item mainly includes sales of bar products by NOS Cinemas and DVD sales. This item includes earned income related with non-compliances and contractual penalties, as well as other supplementary income of diverse natures. 80 2 31. Wages and salaries In the quarters ended on 31 March 2022 and 2023, this item was composed as follows: 3M 22 3M 23 Remuneration 15,292 16,685 Social taxes 4,186 4,498 Social benefits 495 488 Other 319 296 20,292 21,967 In the quarters ended on 31 March 2022 and 2023, the average number of employees of the companies included in the consolidation was 2,289 and 2,423, respectively. At 31 March 2023, the number of employees of the companies included in the consolidation was 2,425 employees. The costs of compensations paid to employees, since they are non-recurring costs, are recorded in the item “Restructuring costs” (Note 38). 32. Direct Costs In the quarters ended on 31 March 2022 and 2023, this item was composed as follows: 3M 22 3M 23 Exhibition costs 45,107 45,190 Traffic costs 15,780 16,800 Costs related to corporate customers services 12,425 11,727 Capacity costs 4,299 4,990 Shared advertising revenues 2,910 2,892 80,521 81,599 33. Cost of products sold In the quarters ended on 31 March 2022 and 2023, this item was composed as follows: 3M 22 3M 23 Costs of products sold 34,587 21,345 Increases / (decreases) in inventories impairments (Note 16) 486 435 35,073 21,780 81 2 34. Support services and supplies and external services In the quarters ended on 31 March 2022 and 2023, this item was composed as follows: 3M 22 3M 23 SUPPORT SERVICES: Administrative support and others 8,438 9,705 Call centers and customer support 8,492 9,409 Information systems 3,700 4,919 20,630 24,033 SUPPLIES AND EXTERNAL SERVICES: Maintenance and repair 11,783 12,432 Leasing of ducts and poles 7,145 6,431 Electricity 6,919 4,713 Professional services 2,691 2,195 Installation and removal of terminal equipment 1,347 1,341 Travel and accommodation 442 893 Communications 981 723 Other supplies and external services 6,865 7,056 38,173 35,784 During the quarter ended on 31 March 2022, given the application of IFRS 16, (practical expedient to consider the changes / concessions related to COVID-19 as not being a modification to the lease) discounts from rents were recognised, on the item “Other Supplies and external services”, in the amount of approximately 1.5 million euros. 35. Provisions and adjustments In the quarters ended on 31 March 2022 and 2023, these items were composed as follows: 3M 22 3M 23 Provisions (Note 25) 118 (708) Impairment of account receivables - trade (Note 17) 4,597 4,877 Impairment of account receivables - others (Note 12) 127 39 Others (1) 4 4,841 4,212 36. Losses / (gains) of affiliated companies, net In quarters ended on 31 March 2022 and 2023, this item was composed as follows: 3M 22 3M 23 EQUITY METHOD (NOTE 11) Dreamia (109) (2) Finstar (5,217) (2,521) Mstar (200) 366 Upstar (5) (370) Others 224 (3) (5,307) (2,530) 82 2 37. Depreciation, amortization and impairment losses In the quarters ended on 31 March 2022 and 2023, this item was composed as follows: 3M 22 3M 23 TANGIBLE ASSETS Buildings and other constructions 2,860 4,097 Basic equipment 42,431 44,812 Tools and dies 16 14 Administrative equipment 1,053 987 Other tangible assets 89 215 46,449 50,125 INTANGIBLE ASSETS Industrial property and other rights 24,486 27,461 24,486 27,461 CONTRACT COSTS Contract costs 24,483 24,456 24,483 24,456 RIGHTS OF USE Rights of use 14,983 18,360 14,983 18,360 INVESTIMENT PROPERTY Investment property 4 3 4 3 110,405 120,405 38. Restructuring Costs In the quarters ended on 31 March 2022 and 2023, this item was composed as follows: 3M 22 3M 23 Personnel compensation (Note 25) 934 363 Personnel costs related to non-recurrent projects 72 (4) 1,006 359 39. Other losses / (gains) non-recurrent, net In the quarters ended on 31 March 2022 and 2023, the other non-recurring costs / (gains) was composed as follows: 3M 22 3M 23 GAINS: Legal Processes 6,134 - 6,134 - COSTS: Others 2,416 218 2,416 218 TOTAL (3,718) 218 In the quarter ended on 31 March 2023, an income/receivable of 6.1 million euros was estimated resulting from favorable decisions in proceedings initiated by the company. 83 2 40. Financing costs and other financials expenses / (income), net In the quarters ended on 31 March 2022 and 2023, financing costs and other financial expenses / (income) were composed as follows: 3M 22 3M 23 FINANCING COSTS: INTEREST EXPENSE: Borrowings 2,360 4,885 Finance leases 6,208 7,428 Derivatives 16 50 Others 481 829 9,065 13,192 INTEREST EARNED (927) (1,312) 8,138 11,880 NET OTHER FINANCIAL EXPENSES / (INCOME): Comissions and guarantees 861 804 Others (75) 169 786 973 Interest earned mainly corresponds to default interests charged to customers. 41. Net earnings per share Earnings per share for the quarters ended on 31 March 2022 and 2023 were calculated as follow: 3M 22 3M 23 Consolidated net income attributable to shareholders 41,108 34,915 Number of ordinary shares outstanding during the period (weighted average) 512,143,093 511,308,637 Basic earnings per share - euros 0.08 0.07 Diluted earnings per share - euros 0.08 0.07 In the above periods, there were no diluting effects on net earnings per share, so the diluted earnings per share are equal to the basic earnings per share. 84 2 42. Guarantees and financial undertakings 42.1. Guarantees At 31 December 2022 and 31 March 2023, the Group presents guarantees in favour of third parties corresponding to the following situations: 31-12-2022 31-03-2023 Tax authorities i) 33,155 35,882 Others ii) 13,757 14,588 46,912 50,470 i) At 31 December 2022 and 31 March 2023, 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) At 31 December 2022 and 31 March 2023, 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. In connection with the finance obtained by Upstar from Banco Comercial Português, totalling 10 million euros, NOS signed a promissory note, proportional to the participation held, of 30% of the loan. During the first quarterly of 2015, 2016, 2017 and 2018, and following the settlement notes to CLSU 2007-2009, 2010-2011, 2012-2013 and 2014, respectively, NOS constituted guarantees in favour of the Universal Service Compensation Fund in the amount of 23.6 million euros, 16.7 million euros, 17.5 million euros and 3.0 million euros, respectively, in order to prevent the introduction of tax enforcement proceedings in order to enforce recovery of the amounts paid. In addition to the guarantees required by the tax authorities, sureties were set up for the current fiscal processes, which NOS was a surety for NOS SA for an amount of 14.6 million euros. 42.2. Other undertakings Covenants From the loans obtained (excluding financial leases), besides being subject to the Group's compliance with its obligations (operational, legal and fiscal) 100% of them are subject to Cross default and Pari Passu, 97% are subjecte to Negative Pledge clauses and 77% are subject to Ownership clauses. Additionally, about 16% of total borrowings require that the consolidated net financial debt does not exceed 3 times EBITDA after payment of consolidated leases, about 43% require that the consolidated net financial debt does not exceed 3.5 times EBITDA after payment of consolidated leases, about 5% require that the consolidated net financial debt does not exceed 4 times EBITDA after payment of consolidated leases and about 8% require that the consolidated net financial debt does not exceed 5 times EBITDA after payment of consolidated leases. Net Financial Debt = Loans - Leasings - Cash and Cash Equivalents EBITDA = Operating profit + Depreciation, amortisation and impairment losses + Restructuring costs + Losses / (gains) on disposal of assets + Other non-recurrent costs / (gains) EBITDA after lease payments = EBITDA - lease payments (principal and interest) Assignment agreements football broadcast rights In December 2015, NOS signed a contract with Sport Lisboa e Benfica - Futebol SAD and Benfica TV, SA of television rights of home matches of football NOS’ league, broadcasting rights and distribution of Benfica TV Channel. The contract began in 2016/2017 sports season, had an initial duration of three years, and might be renewed by decision of either party up to a total of 10 sports seasons, with the overall financial consideration reaching the amount of 400 million euros, divided into progressive annual amounts. 85 2 Also in December 2015, NOS signed a contract with Sporting Clube de Portugal - Futebol SAD and Sporting and Communication Platforms, S.A. for the assignment of the following rights: 1) TV broadcasting rights and multimedia home games of Sporting SAD; 2) The right to explore the static and virtual advertising at Stadium José Alvalade; 3) The right of transmission and distribution of Sporting TV Channel; 4) The right to be its main sponsor. The contract will last 10 seasons, concerning the rights indicated in 1) and 2) above, starting in July 2018, 12 seasons in the case of the rights stated in 3) starting in July 2017 and 12 and a half seasons in the case of the rights mentioned in 4) beginning in January 2016, with the overall financial consideration amounting to 446 million euros, divided into progressive annual amounts. Also in December 2015, NOS SA has signed contracts regarding the television rights of home senior team football games with the following sports clubs: 1) Associação Académica de Coimbra – Organismo Autónomo de Futebol, SDUQ, Lda 2) Os Belenenses Sociedade Desportiva Futebol, SAD 3) Clube Desportivo Nacional Futebol, SAD 4) Futebol Clube de Arouca – Futebol, SDUQ, Lda 5) Futebol Clube de Paços de Ferreira, SDUQ, Lda 6) Marítimo da Madeira Futebol, SAD 7) Sporting Clube de Braga – Futebol, SAD 8) Vitória Futebol Clube, SAD The contracts began in the 2019/2020 sports season and last up to 7 seasons, apart from the contract with Sporting Clube de Braga - Futebol, SAD which lasts 9 seasons. In May 2016, NOS and Vodafone have agreed on reciprocal availability, for several sports seasons, of sports content (national and international) owned by the companies, in order to assure to both companies, directly by the assigning party or indirectly through the transfer to third party content distribution channels or models, the availability of broadcasting rights of the sports clubs home football games, as well as the broadcasting and distribution rights of sports and sports clubs channels, whose rights are owned by each of the companies in each moment. The agreement came into force from the beginning of the sports season 16/17, assuring access to Benfica’s channel and Benfica’s home football games to NOS’ and Vodafone’s clients, independent from the channel where these football games are broadcast. Considering that the contract signed allowed for the possibility of extending the agreement to the other operators, in July 2016 MEO and Cabovisão joined the agreement, ending the lack of availability of Porto Canal in the NOS’s channel grid, assuring that every Pay TV client can have access to every relevant sports content, regardless of which operator they use. Following the agreement signed with the remaining operators, which is being made directly in some cases and through channel yield to third parties in others, as a counterpart of the reciprocal provision of rights, the global costs are shared according with retailer telecommunications revenues and Pay TV market shares. The estimated cash flows are estimated as follows: Seasons 2022/23 Following Estimated cash-flows with the contract signed by NOS with the sports entities* 113.6 M€ 498.3 M€ NOS estimated cash-flows for the contracts signed by NOS (net amounts charged to 58.9 M€ 264.4 M€ the operators) and for the contracts signed by the remaining operators * Includes direct broadcasts of games and channels, advertising and others. 86 2 Considering that, following the celebrated agreements with the remaining operators, the risks and benefits associated to contracts with teams are shared amongst the operators, the agreement was considered a collaborative agreement. For this reason, the revenue (with operators) is compensated with the expenses with teams. Network sharing contract with Vodafone NOS and Vodafone Portugal celebrated on 29 September 2017 an agreement of infrastructure development and sharing with a nationwide scope. This partnership allows the two Operators providing their commercial offers under a shared network at the beginning of 2018. The agreement covers the reciprocal sharing of dark fibre in approximately 2.6 million of homes in which each of the entities shares with the other one an equivalent investment value, in other words, they share similar goods. It is assumed that both companies retain full autonomy, independence, and confidentiality concerning the design of the commercial offers, the management of the customers’ database and the choice of technological solutions they might decide to implement, that did not originate any impact on the consolidated financial statements (according to IAS 16, this exchange of similar non- monetary assets will be presented on a net basis). The partnership has also been extended to mobile infrastructure sharing where it is agreed a minimum sharing of 200 mobile towers. Celebrated agreements regarding the sharing of mobile network support infrastructure On 22 October 2020, NOS Comunicações S.A. and NOS Technology, on the one hand, and Vodafone Portugal, Comunicações Pessoais, S.A., on the other hand, celebrated a set of agreements regarding the sharing of mobile network support infrastructure (passive infrastructures such as towers and poles) and activemobile network elements (active radio equipment such as antennas, amplifiers and remaining equipment).These agreements have the following characteristics: a) the agreements have a nationwide scope with diverse geographical application according to the higher or lower level of population density. In higher density geographies, typically larger urban areas, the parties will pursue synergies by sharing support infrastructure. In lower density areas, typically rural and interior locations, in addition to shared use of support infrastructure, the parties will also share active mobile network. b) the agreements focus on assets currently held, or that may be held by each party in the future, and on existing 2G, 3G and 4G technology. Incorporation of 5G technology in these agreements will depend on each to deploy this technology. c) the agreements do not encompass spectrum sharing between the operators and each party will maintain exclusive strategic control of its networks, thus ensuring full competitive, strategic and commercial independence and the ability to differentiate in terms of customer service and provision. Each party retains the ability to develop its mobile communications network independently. These agreements will enable NOS to invest more efficiently by capturing value through synergies. NOS will also be able to deploy its mobile network faster and in a more environmentally responsible way, thus benefitting customers and remaining stakeholders. Sharing of mobile infrastructure represents an important contribution towards greater geographical cohesion and digital inclusion, both of which are essential to the sustainable development of the country. 87 2 43. Related parties 43.1. Balances and transactions between related parties Transactions and balances between NOS and companies of the NOS Group were eliminated in the consolidation process and are not subject to disclosure in this note. The balances at 31 December 2022 and 31 March 2023 and transactions in the quarters ended on 31 March 2022 and 2023 between NOS Group and its associated companies, joint ventures and other related parties are as follows: Balances at 31 December 2022 Balances at 31 December 2022 ACCOUNTS ACCOUNTS RECEIVABLES PAYABLE AND BORROWINGS AND PREPAID DEFERRED EXPENSES INCOME ASSOCIATED COMPANIES 26,212 12,775 - Big Picture 2 Films 5 67 - Sport TV 26,207 12,708 - JOINTLY CONTROLLED COMPANIES 14,224 1,116 3,082 Dreamia SA 2,409 410 - Dreamia Servicios de Televisión, S.L. 102 - 3,082 Finstar 11,261 73 - Upstar 299 142 - ZAP Media 142 - - MSTAR 11 - - DUALGRID - - - OTHER RELATED PARTIES 10,253 3,506 - Banco BIC Português, S.A. 199 - - Cascaishopping- Centro Comercial, S.A. 75 152 - Centro Colombo- Centro Comercial, S.A. 296 522 - Centro Vasco da Gama-Centro Comercial,SA 699 819 - Maiashopping- Centro Comercial, S.A. 76 102 - MC Shared Services, S.A. 1,667 - - Modelo Continente Hipermercados,SA 1,577 38 - Norteshopping-Centro Comercial, S.A. 351 360 - SC-Consultadoria,SA 341 - - Sierra Portugal, SA 299 131 - Universo, IME, S.A. 110 - - Worten-Equipamento para o Lar,SA 3,318 1,275 - Other related parties 1,245 107 - 50,689 17,397 3,082 88 2 Transactions in the quarter ended on 31 March 2022 31-03-2022 SUPPLIES AND SERVICES INTEREST EXTERNAL RENDERED GAINS SERVICES ASSOCIATED COMPANIES 20,264 20,345 - Big Picture 2 Films 17 867 - Sport TV(1) 20,247 19,478 - JOINTLY CONTROLLED COMPANIES 3,024 45 23 Finstar 1,963 - - Upstar 63 32 - Dreamia Holding BV - - 24 Dreamia SA 998 (40) (1) DUALGRID - 53 - OTHER RELATED PARTIES 6,432 3,758 - Banco Bic Português, S.A. 466 - - Cascaishopping- Centro Comercial, S.A. 3 162 - Centro Colombo- Centro Comercial, S.A. 5 353 - Continente Hipermercados, S.A. 120 10 - MDS Corretor de Seguros, SA(2) 336 - - Modalfa-Comércio e Serviços,SA 298 - - Modelo Continente Hipermercados,SA 1,318 45 - Norteshopping-Centro Comercial, S.A. 3 414 - Olivedesportos- Publicidade Televisão e Media SA(3) 4 1,075 S21SEC Portug-Cyber Security Services,SA(4) 15 784 - SC-Consultadoria,SA 217 - - Sierra Portugal, SA 556 32 - Sonae MC – Serviços Partilhados, SA 672 - - Worten-Equipamento para o Lar,SA 1,280 182 - Other related parties 1,138 700 - 29,720 24,148 23 89 2 Balances at 31 March 2023 Balances at 31 March 2023 ACCOUNTS ACCOUNTS PAYABLE AND RECEIVABLES AND BORROWINGS DEFERRED PREPAID EXPENSES INCOME ASSOCIATED COMPANIES 29,932 12,816 - Big Picture 2 Films 6 167 - Sport TV 29,926 12,649 - JOINTLY CONTROLLED COMPANIES 14,618 1,404 3,173 Dreamia SA 1,375 793 - Dreamia Servicios de Televisión, S.L. 34 - 3,173 Finstar 12,757 (64) - Upstar 299 445 - ZAP Media 142 142 - MSTAR 11 - - DUALGRID - 88 - OTHER RELATED PARTIES 7,270 4,104 - Banco Bic Português, S.A. 208 - - Cascaishopping Centro Comercial, SA 460 389 - Centro Colombo Centro Comercial, SA 413 834 - Centro Vasco da Gama Centro Comercial,SA 364 500 - Continente Hipermercados, SA 102 1 - Fashion Division, S.A. 128 - - Gaiashopping I Centro Comercial, SA 67 153 - Modelo Continente Hipermercados, SA 1,106 53 - Norteshopping Centro Comercial, SA 451 726 - SC - Sociedade de Consultoria, SA 245 - - SFS - Financial Services, IME, S.A. 113 - - SFS, Gestão e Consultoria, S.A. 3 104 - Sierra Portugal, SA 313 16 - Sonae MC - Serviços Partilhados, SA 319 - - Worten - Equipamento para o Lar, SA 1,984 1,309 - Other related parties 994 19 - 51,820 18,324 3,173 90 2 Transactions in the quarter ended on 31 March 2023 31-03-2023 SUPPLIES AND SERVICES EXTERNAL INTEREST GAINS RENDERED SERVICES ASSOCIATED COMPANIES 16,459 15,974 - Big Picture 2 Films 4 232 - Sport TV 16,455 15,742 - JOINTLY CONTROLLED COMPANIES 3,300 68 23 Dreamia Servicios de Televisión, S.L. - - 23 Dreamia SA 1,148 (36) - Finstar 2,147 - - Upstar 5 32 - DUALGRID - 72 - OTHER RELATED PARTIES 7,522 2,205 - Banco Bic Português, S.A. 460 - - Cascaishopping Centro Comercial, SA 3 292 - Centro Colombo Centro Comercial, SA 5 356 - Centro Vasco da Gama Centro Comercial,SA 3 192 - Continente Hipermercados, SA 128 12 - Fashion Division, S.A. 172 - - Gaiashopping I Centro Comercial, SA 3 113 - Modalfa - Comércio e Serviços, SA 257 - - Modelo Continente Hipermercados, SA 1,433 36 - Norteshopping Centro Comercial, SA 3 427 - Pharmacontinente - Saúde e Higiene, SA 107 - - SC - Sociedade de Consultoria, SA 200 - - SFS - Financial Services, IME, S.A. 149 - - SFS, Gestão e Consultoria, S.A. 5 116 - Sierra Portugal, SA 391 34 - Solinca Classic, S.A. 101 - - Sonae MC - Serviços Partilhados, SA 1,555 1 - Worten - Equipamento para o Lar, SA 1,709 246 - Other related parties 838 380 - 27,281 18,247 23 (1) In the quarters ended on 31 March 2022 and 2023, the amount related to Sales and Services Rendered includes about 16 million euros (31 March 2022: 20 million euros), which are not recorded in the consolidated accounts under Sales and Services Rendered, since it is related to the agreement celebrated with the operators, which configures a sharing of costs and benefits, therefore the compensation of the revenue is made with the expenses with the clubs (Note 42.2). (2) Company ceased to be a related party in December 2022. (3) Company ceased to be a related party in April 2022. (4) Company ceased to be a related party in December 2022. The Company regularly performs transactions and signs contracts with several parties within the NOS Group. Such transactions were performed on normal market terms for similar transactions, as part of the contracting companies' current activity. Due to the large number of low value related parties’ balances and transactions, it was grouped in the heading "Other related parties" the balances and transactions with entities whose amounts are less than 100 thousand euros. 91 2 44. Legal actions and contingent assets and liabilities 44.1. Legal actions with regulators and Competition Authority (AdC) • NOS SA, NOS Açores and NOS Madeira brought actions for judicial review of ANACOM’s decisions in respect of the payment of the Annual Fee of Activity (for 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020 and 2021) as Electronic Communications Services Networks Supplier, and furthermore the refund of the amounts that meanwhile were paid within the scope of the mentioned acts of settlement was requested. Also NOS Wholesale brought action for judicial review of ANACOM’s decision in respect of payment of the Annual Fee of Activity for 2020 and 2021. The settlement amounts are, respectively, as follows: • NOS SA: 2009: 1,861 thousand euros, 2010: 3,808 thousand euros, 2011: 6,049 thousand euros, 2012: 6,283 thousand euros, 2013: 7,270 thousand euros, 2014: 7,426 thousand euros, 2015: 7,253 thousand euros, 2016: 8,242 thousand euros, 2017: 9,099 thousand euros, 2018: 10,303 thousand euros, 2019: 10,169 thousand euros; 2020: 10,184 thousand euros and 2021: 9,653 thousand euros. • NOS Açores: 2009: 29 thousand euros, 2010: 60 thousand euros, 2011: 95 thousand euros, 2012: 95 thousand euros, 2013: 104 thousand euros, 2014: 107 thousand euros, 2015: 98 thousand euros, 2016: 105 thousand euros, 2017: 104 thousand euros, 2018: 111 thousand euros, 2019: 107 thousand euros, 2020: 120 thousand euros and 2021: 123 thousand euros. • NOS Madeira: 2009: 40 thousand euros, 2010: 83 thousand euros, 2011: 130 thousand euros, 2012: 132 thousand euros, 2013: 149 thousand euros, 2014:165 thousand euros, 2015: 161 thousand euros, 2016: 177 thousand euros, 2017: 187 thousand euros, 2018: 205 thousand euros, 2019: 195 thousand euros, 2020: 202 thousand euros and 2021: 223 thousand euros. • NOS Wholesale: 2020: 36 thousand euros and 2021: 110 thousand euros. This fee is a percentage decided annually by ANACOM (in 2009 it was 0.5826%) of operators’ electronic communications revenues. The appeals invoke: i) unconstitutionality and illegality, related to the inclusion in the cost accounting of ANACOM of the provisions made by the latter, due to judicial proceedings against the latter (including these appeals of the activity rate) and ii) that only revenues from the electronic communications business per se, subject to regulation by ANACOM, should be considered for the purposes of the application of the percentage and the calculation of the fee payable, and that revenues from television content should be excluded. Eleven sentences were handed down on the matter, of which ANACOM appealed to the Central Administrative Court and/or the Constitutional Court. The remaining proceedings are awaiting trial and/or decision. • During the first quarter of 2017, NOS was notified by ANACOM of the initiation of an infraction process related to communications of prices update at the end of 2016, beginning of 2017. In the end of the last trimester of 2020, ANACOM notified NOS of the accusation, with the practice of 4 very severe offences and 1 severe offence related, respectively, with i) the non-communication to customers of the right to rescind the contract with no charges, as a result of prices changes, with (ii and iii) the supposed non-communication of pricing update and with (iv) the adequate advance and, yet, (v) the lack of information to be communicated to ANACOM. However, ANACOM did not present any value for a fine, except in relation to the with severe offence. In this case, ANACOM gave NOS the possibility to settle the fine by the minimum, in the amount of 13 thousand euros, which NOS did. NOS presented its written defense on 29 January 2021. NOS was notified, in November 2022, of ANACOM's decision that condemned NOS to pay a fine of 5.2 million euros. NOS has challenged the decision in court, pending further developments. • On 17 July 2020, NOS was notified by the AdC of an illegality note (accusation) related to digital marketing without a google search engine, which accuses the operators MEO, NOS, NOWO and Vodafone of concertation, for a period ranging from between 2010 and 2018, failing to identify a concrete fine. It is not possible, at this moment, to estimate the value of an eventual fine. NOS presented its written defense to the Portuguese Competition Authority (AdC) and an appeal to the Lisbon Court of Appeal, where it challenged the nullity of the obtained evidence. In July 2022, the Lisbon Court of Appeal confirmed NOS position pending further developments. Is the Board of Directors' conviction, taking into account the elements it knows, that will be able to demonstrate the various arguments in favor of its defense. 92 2 • On 15 December 2021, NOS was notified by the Portuguese Competition Authority (AdC) of an illegality note (accusation) related to advertising service practices in automatic recordings, which accuses NOS, other operators and a consultant of concertation behavior in the television recordings advertising market. NOS presented its written defense. At the time, it is not possible to estimate whether there will be an acquittal or conviction and, in the case of the latter, the amount of a possible fine. Further developments on the AdC's decision are awaited. It is the conviction of the Board of Directors, taking into account the elements it knows, that it will be able to demonstrate the various arguments in favor of its defense. 44.2. Tax authorities During the course of the 2003 to 2022 financial years, some companies of the NOS Group were the subject of tax inspections for the 2001 to 2020 financial years. Following these inspections, NOS SGPS, as the controlling company of the Tax Group, and companies not covered by Tax Group, were notified of the corrections made to the Group's tax losses, to VAT and stamp tax and to make the payments related to the corrections made to the above exercises. The total amount of the notifications unpaid is about 37 million euros, added interest, and charges. These settlement notes, which totally were contested, are the respective lawsuits in progress. Based on the advice obtained from the process representatives and tax consultants, the Board of Directors maintains the belief in a favorable outcome, which is why these proceedings are maintained in court. However, in accordance with the principle of prudence, an assessment of the group's level of exposure to these proceedings is made periodically, in the light of the evolution of case law, and consequently the provisions recorded for this purpose are adjusted. The Group provided the guarantees demanded by the Tax Authorities, related to these processes, according reference in Note 42. 44.3. Actions by MEO against NOS SA, NOS Madeira and NOS Açores and by NOS SA against MEO In 2011, MEO brought against NOS SA, in the Judicial Court of Lisbon, a claim for the compensation of 10.3 million of Euros, as compensation for alleged unauthorized portability of NOS SA in the period between March 2009 and July 2011. NOS SA contested, and the Court ordered an expert opinion, meanwhile, deemed without effect. The discussion and trial hearing took place in the first quarter of 2016, being the rendered in September of the same year, which considered the action to be partially justified, based not on the occurrence of improper portability, which the Court has determined to restrict itself to those which do not correspond to the will of the proprietor. In that regard, it sentenced NOS to the payment of approximately 5.3 million euros to MEO, a decision of which NOS appealed to the Lisbon Court of Appeal. MEO, on the other hand, was satisfied with the decision and did not appeal against the part of the sentence that acquitted NOS. This Court, in the first quarter of 2018, upheld the decision of the Court of First Instance, except for interests, in which it gave reason to the claims of NOS, in the sense that interests should be counted from the citation to the action and not from the due date of the invoices. NOS filed an extraordinary appeal with the Supreme Court of Justice (SCJ), that appeal which found that the facts established were insufficient to resolve on the substance of the case. Consequently, the SCJ ordered that the court under appeal should amplify the facts. The case was transferred to the Court of First Instance and in November 2019, this, granted the parties the possibility of requesting the production of supplementary evidence on the subject of the extension, with NOS requesting an expert examination and the repetition of testimonial evidence. In February 2020, the Court determined the need to obtain new evidence, which requires the analysis of the information relating to all portabilities that serve as the basis for the process, determining the carrying out of expert evidence for that purpose. The appointment of the expert occurred on October 2021. In December 2022, the expert asked to be relieved of his duties because he felt that the qualified non-judicial verification was unfeasible in view of the volume of documentation to be analysed. Further developments are awaited. In 2011, NOS SA brought an action in Lisbon Judicial Court against MEO, claiming payment of 22.4 million euros, for damages suffered by NOS SA, arising from violations of the Portability Regulation by MEO, in particular, the large number of unjustified refusals of portability requests by MEO in the period between February 2008 and February 2011. The court declared the performance of expert evidence of technical nature and an economic-financial survey, which were completed in February 2016 and June 2018, respectively. MEO argued for the nullity of the expert economic-financial report, which was dismissed. After the trial, in May 2022, the court partially agreed with NOS, condemning MEO to pay 7.9 million euros, a decision challenged by MEO and NOS by filing appeals in October 2022. It is the understanding of the Board of Directors, corroborated by the attorneys accompanying the process, that it is, in formal and substantive terms, likely that NOS SA will be able to win the lawsuit, due to MEO already having been convicted for the same offences by ANACOM. 93 2 44.4.Action brought by DECO In March 2018, NOS was notified of a lawsuit brought by DECO against NOS, MEO and NOWO, in which a declaration of nullity of the obligation to pay the price increases imposed on customers at the end of 2016 is requested. In April and May 2018, the operators, including NOS, lodged a defence. The action’s value has been fixed at EUR 60,000. After the discussion and trial sessions were held in 2022, the parties are now awaiting the Court's decision. Board of Directors is convinced that the arguments used by the author are not justified, which is why it is believed that the outcome of the proceeding should not result in significant impacts for the Group's financial statements. 44.5. Action brought by Citizens Voice In November 2022, NOS was served with a lawsuit filed by Citizens Voice - Consumer Advocacy Association ("Citizens Voice"), where a set of requests related to the automatic activation of pre-defined volumes of mobile data, once the data volume included in the monthly fee contracted by customers has been exhausted. Citizens Voice requests more specifically (i) the judicial declaration of the illegality of this practice for understanding that violates a set of national and European rules, (ii) the recognition of the right of customers to refuse to contract these services, (iii) the return of amounts paid on this basis over the past years by NOS customers, as well as (iv) the payment of compensation in the amount of 100 euros to each customer for alleged moral damages resulting from that practice. In December 2022 NOS presented its response invoking the illegitimacy of Citizens Voice to present the action, namely by the existence of a profit interest, and furthermore defending the lawfulness of the practice and its total transparency and clarity for the respective customers. The Board of Directors is convinced that the arguments used by the plaintiff are unfounded, reason why it is believed that the outcome of the process will not result in significant impacts for the Group's financial statements. 44.6. Interconnection tariffs At 31 March 2023, accounts receivable and accounts payable include 37,139,253 euros and 43,475,093 euros, respectively, resulting from a dispute between the subsidiary NOS SA and, essentially, the operator MEO – Serviços de Comunicação e Multimédia, S.A. (previously named TMN – Telecomunicações Móveis Nacionais, S.A.), in relation to the non-definition of interconnection tariffs of 2001. In what concerns to that dispute with MEO, the result was totally favourable to NOS S.A., having already become final. In March 2021, MEO filed a new lawsuit against NOS, in which it claimed the price of interconnection services between TMN and Optimus for 2001 at 55$00 (€ 0.2743) per minute. After NOS presented its defence contesting MEO's petition, a preliminary hearing was held and, by court decision, NOS was acquitted of the case. MEO filed an appeal against the decision, which was dismissed, and in February 2023 filed a new appeal to the STJ where NOS presented reply allegations. Further developments of the process are awaited, being the understanding of the Board of Directors, supported by the lawyers who monitor the process, that there is, in substantive terms, a good chance that NOS SA can win the action. 94 2 45. Share incentive scheme On 23 April 2014, the General Meeting approved the Regulation on Short and Medium-Term Variable Remuneration, which establishes the terms of the Share Incentive Scheme ("NOS Plan"). This plan aimed at more senior employees with the vesting taking place three years being awarded, assuming that the employee is still with the company during that period. At 31 March 2023, the unvested plans are: NUMBER OF SHARES NOS PLAN Plan 2021 1,318,127 Plan 2022 1,077,083 During the quarter ended on 31 March 2023, the movements that occurred in the plans are detailed as follows: NOS PLAN NOS PLAN NOS PLAN TOTAL 2020 2021 2022 BALANCE AS AT 31 DECEMBER 2022: 1,459,370 1,320,809 1,079,152 3,859,331 MOVEMENTS IN THE PERIOD: Vested (1,458,712) (2,086) (1,593) (1,462,391) Cancelled / elapsed / corrected (1) (658) (596) (476) (1,730) BALANCE AS AT 31 MARCH 2023 - 1,318,127 1,077,083 2,395,210 (1) Refers mainly to correction made for dividends paid, exit of employees not entitled to the vesting of shares and other adjustments resulting from the way the shares are vested. The share plans costs are recognised over the year between the awarding and vesting date of those shares. The responsibility is calculated taking into consideration the share price at award date of each plan, for plans settled in shares, or at the closing date, for plans settled in cash. The responsibility is recorded in Reserves and Accrued Expenses, respectively. As at 31 March 2023, the outstanding responsibility related to these plans is 3,516 thousand euros and is recorded in Reserves. The costs recognised in previous years and in the quarter ended on 31 March 2023, and its liabilities are as follows: TOTAL Costs recognized in previous years related to plans as at 31 6,675 December 2022 Costs of plans vested in the period (4,615) Costs incurred in the period and others 1,456 TOTAL COST OF THE PLANS 3,516 95 2 46. Other matters 46.1. Preventive seizure of 26.075% of the share capital of NOS SGPS, S.A. On 4 April 2020, SONAECOM, SGPS, SA, holder of 50% of the capital of ZOPT, SGPS, SA (hereinafter “ZOPT”), was informed by this company of the communication received from the Central Criminal Investigation Court of Lisbon (hereinafter Tribunal) to proceed to the preventive seizure of 26.075% of the share capital of NOS, SGPS, SA, corresponding to half of the shareholding in NOS held by ZOPT and, indirectly, by the companies Unitel International Holdings, BV and Kento Holding Limited ”, controlled by Eng.ª Isabel dos Santos. Under the terms of the aforementioned decision, the foreclosed shares are deprived of the exercise of voting rights and the right to receive dividends, the latter of which must be deposited with Caixa Geral de Depósitos, S.A. at the court's discretion. The other half of ZOPT's participation in NOS share capital, corresponding to an identical percentage of 26.075% - and which, at least in line with the criterion used by the Court, embodies the 50% held in ZOPT by SONAECOM - was not subject to seizure, nor the rights attached to it were subject to any limitation. On 12 June 2020, ZOPT was authorized by the Lisbon Central Criminal Investigation Court to exercise the voting right corresponding to the 26.075% of NOS share capital preventively seized under the aforementioned Court order. Following the communication of April 4, 2020, ZOPT filed third-party claims, which, in June 2020, were rejected by the investigating judge on the grounds that the Portuguese courts had no jurisdiction to hear and decide them, a decision that, having been appealed by ZOPT, was revoked by the Lisbon Court of Appeal, in February 2021. In November 2021, the Investigating Judge, aware of the cause’s merit, dismissed the third-party embargoes presented by ZOPT, a decision that, according to ZOPT, was appealed to the Court of Appeal. After being admitted in February 2022, in June 2022, ZOPT was notified of the decision dismissing the appeal. Further developments are awaited. The Board of Directors of NOS is not aware of any developments in this process. In September 2022, Sonaecom informed that in a meeting of the General Meeting of ZOPT it was decided to proceed with the amortization of Sonaecom's stake in that company and the refund of the additional payments made by Sonaecom, for a consideration that includes the delivery of shares representing 26.075% of the capital of NOS. As a result of this repayment, which was subject to the applicable legal procedures, Sonaecom is no longer a shareholder of ZOPT, which is now wholly owned by Unitel International Holdings, BV and Kento Holding Limited, companies controlled by Isabel do Santos. In December 2022, Sonaecom, upon completion of the legal procedures, informed that it now holds directly 134,322,268 ordinary shares of NOS, corresponding to 26.07% of its share capital. Additionally, also informed that such participation is also attributable to the entities with which it is in a control relationship, 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 above mentioned preventive seizure process. 47. Subsequent events On April 5, 2023, the integrated management report, individual and consolidated financial statements and corporate governance report for the year 2022, as well as the Board of Directors' proposal for the payment of an ordinary dividend per share of 27.8 cents and an extraordinary dividend of 15.2 cents were approved at the NOS SGPS Annual Shareholders' General Meeting. Up to the date of approval of this document, no other subsequent relevant events have occurred that merit disclosure 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. 96 2 48. Annexes A) Companies included in the consolidation by the full consolidation method PERCENTAGE OF OWNERSHIP SHARE COMPANY HEADQUARTERS PRINCIPAL ACTIVITY EFFECTIVE DIRECT EFFECTIVE HOLDER 31-03-2022 31-03-2023 31-03-2023 NOS, SGPS, S.A. (Holding) Lisbon Management of investments - - - - Rendering of telecommunications services, establishment, management and operation of telecommunications BLU S.A (a) Lisbon NOS Comunicações - 100% 100% networks Empracine - Empresa Promotora de Atividades Invest and support the development of companies that aim to commercialize technologies and products that Lisbon Lusomundo SII 100% 100% 100% Cinematográficas, Lda. result from scientific and technological research Fundo de Capital de Risco N5G (b) Lisbon Movies exhibition NOS 100% 100% 100% Lusomundo - Sociedade de investimentos Lisbon Management of Real Estate NOS 100% 100% 100% imobiliários SGPS, SA Lusomundo Imobiliária 2, S.A. Lisbon Management of Real Estate Lusomundo SII 100% 100% 100% Lusomundo Moçambique, Lda. (c) Maputo Movies exhibition and commercialization of other public events NOS + NOS Cinemas 100% 100% 100% Distribution of television by cable and satellite and operation of telecommunications services in the Azores NOS Açores Comunicações, S.A. Ponta Delgada NOS Comunicações 84% 84% 84% area Movies distribution, editing, distribution, commercialization and production of audiovisual products. NOS Audio - Sales and Distribution, S.A. Lisbon Procurement and exploitation of advertising and any activity of commercial valorization of objects and figures NOS 100% 100% 100% related to entertainment activities. NOS Audiovisuais, SGPS, S.A. Lisbon Management of social participations in other companies as an indirect form of economic activity NOS 100% 100% 100% Implementation, operation, exploitation and offer of networks and rendering services of electronic NOS Comunicações, S.A. Lisbon comunications and related resources; offer and commercialisation of products and equipments of electronic NOS 100% 100% 100% communications Service rendered of business support and management and administration consultancy services, including accounting, logistics, administrative, financial, tax, human resources services and any other services that are subsequent or related to previous activities. The company may also perform any other services. activities that NOS Corporate Center, S.A. Lisbon NOS 100% 100% 100% are complementary, subsidiary or ancillary to those referred to in the preceding paragraph, directly or through participation in any other form of association, temporary or permanent, with other companies and / or other entities governed by public or private law. Achievement and promotion of scientific activities and research and development as well as the demonstration, dissemination, technology transfer and formation in the fields of services and information NOS Inovação, S.A. Matosinhos NOS 100% 100% 100% systems and fixed solutions and last generation mobile, television, internet, voice and data, and licensing and engineering services and consultancy NOS Internacional, SGPS, S.A. Lisbon Management of social participations in other companies as an indirect form of economic activity NOS 100% 100% 100% NOS Lusomundo Audiovisuais, S.A. Lisbon Import, distribution, commercialization and production of audiovisual products NOS Audiovisuais SGPS 100% 100% 100% NOS Lusomundo Cinemas , S.A. Lisbon Movies exhibition and commercialization of other public events NOS 100% 100% 100% Distribution of television by cable and satellite and operation of telecommunications services in the Madeira NOS Madeira Comunicações, S.A. Funchal NOS Comunicações 78% 78% 78% area Distribution of insurance and related activities. It may also engage in any other complementary, subsidiary or NOS Mediação de Seguros, S.A. Lisbon accessory activities, directly or through participation in any other forms of association, temporary or NOS - 100% 100% permanent, with other companies and/or other public or private entities. NOS Property, S.A. Lisbon Management of investments NOS 100% 100% 100% NOS Sistemas España, S.L. Madrid Rendering of consulting services in the area of information systems NOS Comunicações 100% 100% 100% NOS Sistemas, S.A. Lisbon Rendering of consulting services in the area of information systems NOS Comunicações 100% 100% 100% NOS TECHNOLOGY – Concepção, Construção e Design, construction, management and exploitation of electronic communications networks and their Matosinhos NOS Comunicações 100% 100% 100% Gestão de Redes de Comunicações, S.A. ('Artis') equipment and infrastructure, management of technologic assets and rendering of related services Trade, service rendered and exploitation of wholesale offerings of national and international electronic communications services and related services, namely information and communication technology services. Rendering of consulting services and support to contract management in roaming business. The organization of the material and human resources necessary for the commercialization, promotion and NOS Wholesale, S.A. Lisbon NOS SA 0% 100% 100% operation of electronic communications networks and circuits. The company may also perform any other activities that are complementary, subsidiary or ancillary to those referred to in the preceding paragraphs, directly or through participation in any other form of association, temporary or permanent, with other companies and / or other entities governed by public or private law. Per-Mar – Sociedade de Construções, S.A. ('Per- Lisbon Purchase, sale, renting and operation of property and commercial establishments NOS SA 100% 100% 100% Mar') Sontária - Empreendimentos Imobiliários, S.A. Realisation of urbanisation and building construction, planning, urban management, studies, construction and Lisbon NOS Comunicações 100% 100% 100% ('Sontária') property management, buy and sale of properties and resale of purchased for that purpose Teliz Holding, S.A. Lisbon Management of group financing activities NOS 100% 100% 100% Provision of engineering and consulting services in the area of information technology, communications and Ten Twenty One, S.A (d) Lisbon NOS - 100% 100% electronics (a) Adquirida on March 2023 (b) NOS SGPS: 27,50%; NOS Audiovisuais SGPS: 22,50%; NOS Sistemas: 20,00%; NOS Internacional SGPS: 20,00%; NOS Cinemas: 10,00% (c) NOS SGPS: 90%; NOS Lusomundo Cinemas: 10% (d) Created on February 2023 97 2 B) Associated companies PERCENTAGE OF OWNERSHIP SHARE COMPANY HEADQUARTERS PRINCIPAL ACTIVITY EFFECTIVE DIRECT EFFECTIVE HOLDER 31-03-2022 31-03-2023 31-03-2023 Import, distribution, commercialization and production of NOS Big Picture 2 Films, S.A. Oeiras 20.00% 20.00% 20.00% audiovisual products Audiovisuais Big Picture 2 Big Picture Films, S.L. Madrid Distribution and commercialization of movies 20.00% 100.00% 20.00% Films, S.A. Conception, production, realization and commercialization of sports programs for telebroadcasting, purchase and resale of the rights to Sport TV Portugal, S.A. Lisbon NOS 25.00% 25.00% 25.00% broadcast sports programs for television and provision of publicity services C) Jointly controlled companies PERCENTAGE OF OWNERSHIP SHARE COMPANY HEADQUARTERS PRINCIPAL ACTIVITY EFFECTIVE DIRECT EFFECTIVE HOLDER 31-03-2022 31-03-2023 31-03-2023 NOS Dreamia Servicios de Televisión, S.L. Amsterdam Management of investments - 50.00% 50.00% Audiovisuais Conception, production, realization and commercialization of Dreamia Dreamia - Serviços de Televisão, S.A. Lisbon 50.00% 100.00% 50.00% audiovisual contents and provision of publicity services Holding BV FINSTAR - Sociedade de Investimentos e Distribution of television by satellite, operation of Teliz Holding Luanda 30.00% 30.00% 30.00% Participações, S.A. telecommunications services B.V. Distribution of television by satellite, operation of MSTAR, SA (a) Maputo NOS 30.00% 30.00% 30.00% telecommunications services Electronic communications services provider, production, Upstar Comunicações S.A. Vendas Novas commercialization, broadcasting and distribution of audiovisual NOS 30.00% 30.00% 30.00% contents Projects development and activities in the areas of entertainment, telecommunications and related technologies, the production and ZAP Media S.A. Luanda FINSTAR 30.00% 100.00% 30.00% distribution of the contents and the design, implementation and operation of infrastructure and related facilities Projects development and activities in the areas of entertainment, telecommunications and related technologies, the production and Dualgrid - Gestão de Redes Partilhas, S.A. Luanda FINSTAR 50% 50.00% 50.00% distribution of the contents and the design, implementation and operation of infrastructure and related facilities (a) NOS SGPS: 29,40%; NOS Comunicações: 0,60%. Financial investments whose participation is less than 50% were considered as joint arrangements due to shareholder agreements that confer joint control. 98 2 D) Companies in which NOS does not have significant influence PERCENTAGE OF OWNERSHIP SHARE COMPANY HEADQUARTERS PRINCIPAL ACTIVITY EFFECTIVE DIRECT EFFECTIVE HOLDER 31-03-2022 31-03-2023 31-03-2023 Research applied to different areas associated with digital Associação Laboratório Colaborativo em Guimarães transformation to encourage cooperation between R&D units, NOS Inovação 4.92% 4.92% 4.92% Transformação Digital - DTX educational institutions and the productive sector Invest and support the development of companies that aim to Fundo TechTransfer Lisboa commercialize technologies and products that result from scientific and NOS Inovação 3.90% 3.90% 3.90% technological research The Company's activities relate to information and computer RK. AI - Serviços de Processamento de Fundo NOS Porto technologies, images and data processing and analysis, hosting and 11.76% 11.76% 11.76% Imagens e Análise de Dados, S.A. (Reckon.ai) 5G related activities and IT consulting. KIT-AR is a software-based startup, founded in 2018, resulting from a European industrial research project led by 2 European R&D entities - Sintef (NO) and UCL (UK). KIT-AR has developed an innovative augmented reality platform supporting operators on the shop floor equipped with smart glasses: (By using KIT-AR, large industrial companies with processes requiring manual intervention from operators SkillAugment, Lda (KIT-AR) (a) will be able to mitigate errors in the various manufacturing processes and increase the global productivity of the operation;As a company operating in a rapidly expanding market, with a technically differentiated solution already validated by a small initial set of customers and with a technically robust team, KIT-AR configures a relevant investment opportunity. Data processing activities, information domiciliation and related activities, namely in the health area. Business and management consultancy, namely planning, organization, control, information and management, company reorganization. Compensation strategies for termination of employment relationship. Consultancy on safety and Fundo NOS Seems Possible, Lda. (Knock Healthcare) (b) Porto - 0.00% 0.00% hygiene at work. Design of accounting programs and budget control 5G processes. Development of all types of software. Marketing objectives and policies and human resources management. Sale of medical devices and other health equipment. Services to support the internationalization of plans in health area. The society aims to measure the emotional impact that multimedia Fundo NOS Mindprober Braga content has on consumers, through wearables that monitor biometric - 2.09% 2.09% 5G data such as sweat or heartbeat acceleration. DIDIMO has developed a platform that allows the generation, in about Fundo NOS Didimo Inc. (c) Dover - 0.00% 0.00% 60 seconds, of 3D digital avatars based on photographs. 5G DIDIMO has developed a platform that allows the generation, in about Fundo NOS Didimo SA (c) Porto - 0.00% 0.00% 60 seconds, of 3D digital avatars based on photographs. 5G Lusitânia Vida - Companhia de Seguros, S.A Lisboa Insurance services NOS 0.03% 0.03% 0.03% ("Lusitânia Vida") Lusitânia - Companhia de Seguros, S.A Lisboa Insurance services NOS 0.02% 0.02% 0.02% ("Lusitânia Seguros") (a) The investment in the entity (KIT-AR) was in convertible debt, which represent a participation of 0% (b) The investment in the entity (Knock Healthcare) was in convertible debt, which represent a participation of 0% (c) NOS 5G Fund only holds 1 share in each entity, representing 0.0% of the capital. 99 2 LIMITED REVIEW REPORT PREPARED BY AUDITOR REGISTERED IN CMVM 100 RUA ACTOR ANTÓNIO SILVA, Nº9, CAMPO GRANDE, 1600-404 LISBOA. www.nos.pt/ir 101 |