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CORPORATE GOVERNANCE REPORT 2020 PAG

1. Mandatory Information Concerning CORPORATE Shareholder Structure, Organisation GOVERNANCE REPORT and Corporate Governance 3 A. Shareholder Structure B. Corporate Bodies and Committees C. Internal Organisation D. Remuneration E. Transactions With Related Parties

2. Corporate Governance Assessment 43

3. Annex 51 CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

2 PART 1 CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

3 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

I. CAPITAL STRUCTURE NOS share capital is 5,151,613.80 Euros and is fully subscribed A. SHAREHOLDER and paid up, represented by 515,161,380 ordinary shares STRUCTURE 1. The capital structure (share capital, number of shares, distribution of capital (there are no share classes), registered book-entry shares with by shareholders, etc.), including an indication of shares that are not admitted a nominal value of 0,01 Euros (one cent) per share and are admitted to trading, different classes of shares, rights and duties inherent to them to trading on the Euronext Lisbon – Sociedade Gestora de Mercados and the capital percentage that each class represents (article 245-A(1)(a)). Regulamentados, S.A. regulated market. (“Euronext Lisbon”).

The Company’s capital distribution Free-Float Geographic Distribution on 31 December 2020

REST OF REST OF EUROPE THE WORLD € 5.151.613,80 USA SHARE CAPITAL UNITED KINGDOM 515.161.380 # SHARES

70,7% INSTITUTIONAL INVESTORS(1) of which

35,1% are ESG NORWAY

CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE 20,2% RETAIL SPAIN (1) Institution or organisation that invests in other’s behalf. (2) INVESTORS (2) Natural person, non-professional, that invests for his/her own benefit. 4 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

2. Restrictions on the transfer of shares, such 4. Important agreements to which the 5. A system that is subject to the renewal or 6. Shareholders’ agreements that the company as clauses on consent for disposal, or limits on company is a party and that come into effect, withdrawal of countermeasures, particularly is aware of and that may result in restrictions the ownership of shares (article 245-A(1)(b)). amend or terminated in cases such as a change those that provide for a restriction on the on the transfer of securities or voting rights in the control of the company after a takeover number of votes capable of being held or (article 245-A(1)(g)). The Articles of Association do not set out bid, and the respective effects, except exercised by only one shareholder individually limitations or restrictions on the transfer of where due to their nature, the disclosure or together with other shareholders. NOS is aware of a shareholder’s agreement entered shares that represent the share capital of NOS. thereof would be seriously detrimental to into between shareholders of ZOPT, SGPS, S.A. the company; this exception does not apply The Company, independently or jointly with other (“ZOPT”) under the terms of the announcement Notwithstanding, pursuant to article 9(1) of the where the company is specifically required to Group companies has signed financing agreements to the market issued on 27 August 2013, which Articles of Association, shareholders who directly disclose said information pursuant to other with financing entities which set out the possibility mentioned that Sonaecom, SGPS, S.A. (“Sonaecom”), or indirectly compete with the activity performed legal requirements (article 245-A(1)(j). of termination if there are significant alterations Kento Holding Limited and Unitel International by the companies owned by NOS, cannot hold in the Company’s shareholding structure and/or in Holdings, B.V. (where Kento and Unitel International common shares that represent more than ten NOS is not a party to any important agreements the respective voting rights, accordingly with the hereinafter jointly referred to as “Group KJ”) entered per cent of the Company’s share capital, without that come into force, are amended, or terminate market practice in these types of transactions. into an agreement on 14 December 2012, where: prior authorisation from the General Meeting. if there is a change of Company control or change in the members of the Board of Directors, except There are no other important agreements signed by a) SONAECOM owns 50% of the share capital 3. Number of own shares, the percentage for normal market practice regarding debt issues. NOS or by its subsidiaries that include change of control and voting rights of ZOPT; of share capital that it represents and clauses (including following a public takeover bid), i.e., b) Group KJ owns 50% of the share capital and voting corresponding percentage of voting rights that NOS and its subsidiaries are parties to some financing that come into force, are amended or terminate if there rights of ZOPT, where 17.35% is owned by Kento corresponded to own shares (article 245-A(1)(a)). contracts and debt issues, which include provisions is a change of control, as well as the respective effects. Holding Limited and 32.65% is owned by Unitel allowing for the change of control (including, tacitly, International Holdings, B.V. On 19 June 2020, the General Meeting resolved changes in the change of control as a consequence NOS has not adopted any measures in order to to authorise the purchase and disposal of own of a public takeover bid), and which are deemed impede the success of takeover bids contrary to the In turn, ZOPT now holds, as result of the merger shares by the Board of Directors for the duration necessary for the mentioned transactions. interests of the Company and its shareholders. that took place in 2013, more than 50% of the share of 18 months from the approval of the proposal. capital and voting rights of NOS. Furthermore, on The Company does not consider that the NOS considers that there are no defensive clauses that 14 June 2016, ZOPT acquired from Sonaecom SGPS, At the end of 2020, NOS directly owned 3,424,754 aforementioned situations imply payments or could automatically cause erosion to the Company’s S.A. 11,012,532 shares representing 2.14% of the own shares, which corresponded to 0.6648% of assumption of fees in the case of the transfer of assets in the event of a transfer of control or of a share capital and voting rights of NOS. Consequently, the share capital with all attached rights suspended control or the change in the composition of the Board change to the composition of the board of directors ZOPT became the direct holder of 268,644,537 CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE pursuant to the provisions of article 324(1)(a) of Directors, and which are likely to harm the free or that would potentially impair the economic interest shares representing 52.15% of the share capital of of the Portuguese Companies Code (“CSC”). transferability of shares and a shareholder assessment of in the shares’ transfer and the free assessment by the NOS, as disclosed to the market on 16 June 2016. 5 the performance of the members of the managing body. shareholders of the performance of the directors. PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

II. SHAREHOLDINGS (2) AND BONDS HELD

7. Details of the natural or legal persons who, directly or indirectly, are holders of qualified shareholdings (article 245-A(1)(c) and (d) and

article 16) with details of the percentage of (1) capital and votes attributed and the source and causes of the attribution.

The structure of qualified shareholdings in NOS that the Company was notified of (including to information rendered under article 447(5) of the CSC) was, on 31 December 2020, as follows:

(1) According to paragraphs b) and c) of number 1 of article 20 and article 21 b. To all entities in a control relationship with Sonaecom SGPS, S.A., namely of the Portuguese Securities Code, a qualified shareholding of 52.15% of the share SONTEL, BV and SONAE, SGPS, S.A., directly or indirectly controlled by EFANOR capital and voting rights of the Company as calculated in the terms of article 20 INVESTIMENTOS, SGPS, S.A, also as a result of the control relationship of the Portuguese Securities Code, is attributable to ZOPT SGPS, S.A., and shareholders agreement mentioned in a. to Sonaecom and to the following entities: As of 29 November 2017, Efanor Investimentos, SGPS, S.A ceased to be a a. To the companies Kento Holding Limited and Unitel International Holdings, BV, controlling shareholder under the terms and for the purposes of articles 20 and 21 as well as to Mrs. Isabel dos Santos, being (i) Kento Holding Limited and Unitel of the Portuguese Securities Code. International Holdings, BV companies directly and indirectly controlled by Mrs. Note: The calculation of the voting rights percentage corresponding CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE Isabel dos Santos and (ii) ZOPT a company jointly controlled by its shareholders to each shareholder does not consider own shares held by the Company. Kento Holding Limited, Unitel International Holdings, BV, and Sonaecom There is a detailed record of the communications regarding qualified shareholdings as a result of the shareholders agreement entered into between these entities; on NOS website, on www.nos.pt/ir. 6 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

8. A list of the number of shares and bonds held by members of the managing and supervisory boards. 9. Special powers of the Board of Directors, especially as regards resolutions on the capital SHARES increase (art. 245-A(1)(i)) with an indication NAME POSITION/JOB TRANSACTIONS 2020 BALANCE BALANCE as to the allocation date, the time period 31-12-2019 ACQUISITIONS* DISPOSALS UNIT PRICE* DATE 31-12-2020 BOARD OF DIRECTORS within which said powers may be carried out, Ângelo Gabriel Ribeirinho dos Santos Paupério (1) Chairman of the Board of Directors 0 - - - - 0 and the upper ceiling for the capital increase. ZOPT, SGPS, SA 268,644,537 - - - - 268,644,537 Sonae - SGPS, SA 0 38,000,000 - - 8/19/2020 38,000,000 The Company’s Board of Directors exercise the Miguel Nuno Santos Almeida Chief Executive Officer 72,060 85,301 - 3,042 € 31/03/2020 157,361 powers conferred by the law and the Articles José Pedro Faria Pereira da Costa Executive Member 130,272 63,086 - 3,042 € 31/03/2020 193,358 Manuel Ramalho Eanes Executive Member 0 48,277 - 3,042 € 31/03/2020 48,277 of Association. Ana Paula Garrido de Pina Marques (2) Executive Member 37,463 48,277 - 3,042 € 31/03/2020 85,740 Spouse 19,155 10,743 - 3,042 € 3/31/2020 29,898 The Shareholders’ Annual General Meeting in 2020 Luís Moutinho do Nascimento Executive Member 80 - - - - 80 granted authorisations to the Board of Directors Jorge Filipe Pinto Sequeira dos Santos Graça Executive Member 0 33,467 - 3,042 € 31/03/2020 33,467 Ana Rita Ferreira Rodrigues Non Executive Member 0 - - - - 0 for the purchase and sale of own shares and bonds António Domingues Non Executive Member 0 - - - - 0 by the Company and subsidiaries, within a set of António Bernardo Aranha da Gama Lobo Xavier Non Executive Member 0 - - - - 0 established and approved parameters by the general António Frederico Lobão Ferreira Correia Teles (3) Non Executive Member 0 - - - - 0 Catarina Eufémia Amorim da Luz Tavira Van-Dúnem Non Executive Member 0 - - - - 0 meeting, in accordance with the applicable legislation. Cristina Maria de Jesus Marques Non Executive Member 0 - - - - 0 João Pedro Magalhães da Silva Torres Dolores (4) Non Executive Member 0 - - - - 0 The Company’s Articles of Association do not ZOPT, SGPS, SA 268,644,537 - - - - 268,644,537 provide any special powers to the Board of Directors Sonae - SGPS, SA 0 38,000,000 - - 8/19/2020 38,000,000 Joaquim Francisco Alves Ferreira de Oliveira Non Executive Member 0 - - - - 0 regarding resolutions on capital increase. Maria Cláudia Teixeira de Azevedo (5) Non Executive Member 0 - - - - 0 ZOPT, SGPS, SA 268,644,537 - - - - 268,644,537 10. Information on any significant business Sonae - SGPS, SA 0 38,000,000 - - 8/19/2020 38,000,000 relationships between the holders of qualified José Carvalho de Freitas Non Executive Member 0 - - - - 0 FISCAL BOARD shareholdings and the company. José Pereira Alves Chairman of the Fiscal Board 0 - - - - 0 Paulo Cardoso Correia da Mota Pinto Member of the Fiscal Board 0 - - - - 0 The relevant commercial relations held between Patrícia Andrea Bastos Teixeira Lopes Couto Viana Member of the Fiscal Board 0 - - - - 0 NOS and their holders of qualified shareholdings Ana Luísa Nabais Aniceto da Fonte Alternate Member of the Fiscal Board 0 - - - - 0 during the year 2020 correspond to transactions with

CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE EXTERNAL AUDITOR related parties referred to in point 92 of this report. Ernst & Young Audit & Associados, SROC, S.A. External Auditor 0 - - - - 0 Sandra e Sousa Amorim External Auditor 0 - - - - 0 7 Pedro Jorge Pinto Monteiro da Silva e Paiva Alternate External Auditor 0 - - - - 0 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

B. CORPORATE BODIES b) Exercise of the Voting Right grant at least one vote pursuant to the law and 13. Details of the maximum percentage of the Company’s Articles of Association and who voting rights that may be exercised by a single AND COMMITTEES 12. Any restrictions on the right to vote, comply with the legal formalities as described in the shareholder or by shareholders that are in any such as restrictions on voting rights subject corresponding notice, have the right to participate, relationship as set out in article 20(1). to holding a number or percentage of shares, discuss and vote at the General Meeting. I. GENERAL MEETING deadlines for exercising voting rights, or Pursuant to the Company’s Articles of Association, systems whereby the financial rights attaching The shareholdings, as a whole, are not subject to there is no limit on the number of votes that a) Composition of the board to securities are separated from the holding limits on the respective voting power, as there are can be held or exercised by each shareholder. of the General Meeting of securities (article 245-A(1)(f)). no cap limits on voting. Additionally, considering the relationship of proportionality there is no time 14. Details of shareholders’ resolutions that, Pursuant to the Company’s Articles of Association, lag between the right to receive dividends or to imposed by the articles of association, may 11. Details and position of the members of the there are no restrictions on voting rights, with subscribe new securities and the voting right. only be taken with a qualified majority, in board of the general meeting and respective shareholders with voting rights being able to addition to those legally provided, and details term of office (beginning and end). attend the General Meetings (article 11). The voting right may, on all matters included of said majority. in the notice of meeting, may be exercised by Pursuant to article 12(1) of NOS Articles of To every 100 shares corresponds one vote, which correspondence or by electronic means, under Pursuant to the Articles of Association, the General Association, the Board of the General Meeting is not deemed as a limit to the exercise of the the terms set forth in the Company’s Articles of Meeting can run at a first meeting so long as is composed by a Chairman and a Secretary, voting right by the shareholders, as it does not Association and in the notice of meeting, since the shareholders representing more than fifty per cent elected by the General Meeting. follow the principle of one share one vote, bearing Company also has a system that allows, without of the share capital are present or represented, in mind that (i) the nominal value of the shares limitations, the possibility of shareholders using their which represents the constitutive quorum. The current members of the Board of the General is one cent and (ii) shareholders holding less voting rights in both formats, being this information Meeting were elected for the mandate of 2019-2021, than the number of shares necessary to exercise duly and promptly sent to shareholders and made The Articles of Association do not set any qualified beginning on 8 May 2019 and ending on 31 December the voting right may join together to reach the available to the public through the publication of the quorum greater than that provided by law. 2021, and they are: required number or more and be represented at the corresponding notice and other documents (including General Meeting by one of these shareholders. voting ballot and forms) on the Company’s website.

Chairman Pedro Canastra de Azevedo Maia Shareholders with voting rights who, on the record The participation of the Shareholders is ensured by Secretary Tiago Antunes da Cunha Ferreira de Lemos date, which is at 0 hours (GMT) on the fifth trading electronic means, through videoconferencing and day before the General Meeting, own shares that with the possibility of exercising voting rights. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

8 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

II. ADMINISTRATION AND SUPERVISION 16. Rules of the articles of association about meetings in a row or five in total, without a justification applicable procedural requirements and that is accepted by the Board of Directors. a) Composition materials to the appointment and replacement of members, as applicable, of the Board of 17. Composition of the board of directors, with 15. Identification of the Governance Model. Directors, the Executive Board of Directors details of the articles of association’s minimum and the Supervisory Body and the (article and maximum number of members, duration 245-A(1)(h)). of term of office, number of effective members, date when first appointed and end of the term Pursuant to article 15 of the Company’s Articles of of office of each member. Association, the members of the Board of Directors BOARD OF DIRECTORS REMUNERATION are elected by the General Meeting, which appoints a Pursuant to article 15 of the Company’s Articles of COMMITTEE Chairman and if it so wishes, one or more Vice-Chairman. Association, the Board of Directors is composed of up to twenty-three members elected by the If the General Meeting does not appoint a Chairman General Meeting, and no express provision is set out GENERAL FISCAL BOARD COMPANY of the Board of Directors, the Board will make the on the minimum number. Therefore, the statutory SECRETARY MEETING appointment. minimum corresponds to the minimum legal requirement for a collegial body (i.e., two members). One of the Company’s directors can be elected by the General Meeting pursuant to article 392(1) of the CSC. Article 10(3) of the Company’s Articles of Association STATUTORY AUDITOR states that, however, if the law or the Articles of The replacement of a director, if they cease their Association do not set a specific number of members office before the end of the term of office, shall on a corporate body, this number shall be established, comply with applicable legal requirements, namely on a case-by-case basis, by the resolution to elect, under article 393 of the CSC. corresponding to the number of members elected. This does not affect, pursuant to article 10(4), the NOS adopts the reinforced one-tier governance model, pursuant to article 278(1)(a) and (3) and article 413(1) Without prejudice to the above, article 16(2) and (3) possibility to change the number of the corporate body (a), both from the CSC, a model which is fully and effectively implemented and there are no constraints on its of the Company’s Articles of Association state that members during the term of office, up to the legal limit operations. where the Director who is definitively absent is the or up to the limit set out by the Articles of Association. Chairman or Vice-Chairman, he/she shall be replaced CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE The adopted model allows the Company to work properly, enabling a flow of information and a proper through election at the General Meeting. For this The Board of Directors keep their terms of office for transparent dialogue between the different corporate bodies and between the Company, its shareholders purpose, a Director is considered to be definitively renewable periods of three calendar years, and the calendar 9 and other stakeholders. absent if, during their term of office, they miss two year of their appointment counts as a complete year. PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

The Board of Directors was elected at the General Meeting of 8 May 2019, for the three-year period of 2019/2021, On 18 December 2020 and 4 January 2021, Ana Paula Marques and António Lobão Teles respectively resigned and its term of office ends on 31 December 2021. their management position and, on 15 January 2021, Filipa Santos Carvalho and Daniel Beato were appointed, by co-opting, to replace them. On 31 December 2020, the Board of Directors comprises the following Directors: Therefore, on today’s date, the Board of Directors has the following composition:

NAME OFFICE FIRST APPOINTMENT NAME OFFICE FIRST APPOINTMENT

Ângelo Paupério Chairman of the Board of Directors 1 Oct 2013 Ângelo Paupério Chairman of the Board of Directors 1 Oct 2013

Miguel Almeida Chief Executive Officer 1 Oct 2013 Miguel Almeida Chief Executive Officer 1 Oct 2013

Ana Paula Marques Vice-President of the Executive Committee 1 Oct 2013 José Pedro Pereira da Costa Vice-President of the Executive Committee 21 Sep 2007

José Pedro Pereira da Costa Vice-President of the Executive Committee 21 Sep 2007 Daniel Beato Executive Member 15 Jan 2021

Jorge Graça Executive Member 26 Apr 2016 Filipa Santos Carvalho Executive Member 15 Jan 2021

LuÍs Nascimento Executive Member 29 Jun 2016 Jorge Graça Executive Member 26 Apr 2016

Manuel Ramalho Eanes Executive Member 1 Oct 2013 LuÍs Nascimento Executive Member 29 Jun 2016

Ana Rita Rodrigues Member 27 Mar 2020 Manuel Ramalho Eanes Executive Member 1 Oct 2013

António Domingues Member 1 Sep 2004 Ana Rita Rodrigues Member 27 Mar 2020

António Lobo Xavier Member 1 Oct 2013 António Domingues Member 1 Sep 2004

António Lobão Teles Member 8 May 2019 António Lobo Xavier Member 1 Oct 2013

Catarina Tavira Van-Dúnem Member 27 Nov 2012 Catarina Tavira Van-Dúnem Member 27 Nov 2012

Cláudia Azevedo Member 1 Oct 2013 Cláudia Azevedo Member 1 Oct 2013

Cristina Marques Member 27 Mar 2020 Cristina Marques Member 27 Mar 2020

João Dolores Member 1 Oct 2013 João Dolores Member 1 Oct 2013

Joaquim Oliveira Member 31 Jan 2008 Joaquim Oliveira Member 31 Jan 2008

José de Freitas Member 27 Mar 2020 José de Freitas Member 27 Mar 2020 CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

• Ângelo Paupério was appointed Chairman of the Board of Directors on 27 January 2020, following the resignation, on 23 January 2020, of Jorge Brito Pereira, former Chairman of the Board of Directors. • Ana Rita Rodrigues, Cristina Marques and José de Freitas were co-opted, on 23 March 2020, 10 following the resignation on 23 January 2020, of Paula Oliveira and Mário Leite da Silva, members of the Board of Directors. PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

18. Distinction to be drawn between executive Corporate Governance Code of 2018 (revised in performing their duties on the specialised Board of its duties to support the Board of Directors, and in and non-executive directors and, as regards 2020), the Company has one independent director of Directors committees (see item 27). the event of any vacancy occurring within this board, non-executive members, details of members among its non-executive Directors – José de Freitas. the Appointments and Assessment Committee that may be considered independent. In order to guarantee the due and effective monitoring, shall prepare an opinion on the adequacy of a certain It shall be noted that the Non-Executive Directors oversight and assessment of the Executive Committee’s candidate to the board, bearing in mind criteria such The Regulations of the Board of Directors, approved of the Company have regularly and effectively activity, as determined by the Board of Directors, as qualifications, knowledge, expertise, professional on 9 May 2019, establish that the members of the developed their legal functions, which generally the Executive Committee presents, ona quarterly experience, independence, availability and diversity, Board of Directors who do not perform executive consist in the supervision, oversight and evaluation basis, to the Board of Directors, a summary of the with a particular emphasis on gender diversity. The duties should always outnumber the members of the executive member’s activity. The Regulations most important points of its activity in the relevant goal is, therefore, to help enhance the Committee’s of the Executive Committee, in order to ensure of the Board of Directors provides that those period, without prejudice to the provision of proper performance and balance its composition. the effective capacity for adequate supervision, Directors must help the Board of Directors to define and timely information when requested by the former monitoring and evaluation of the performance strategy (including the strategic plan), main policies to the latter at each moment. In turn, it is the duty of the Corporate Governance of the members of the Executive Committee. (including risk policy), corporate structure and Committee to determine the criteria and requirements decisions that should be considered strategic for In practice, the agenda of the Executive Committee of the profile for new corporate board members Therefore, in order to maximise the pursuit of the the Company due to their amount or risk, as well as activity is forwarded to the members of the Fiscal suited to the position to be held which, in addition to Company’s interest, and in line with the Regulations in evaluating compliance, and as such they cannot be Board every month. individual attributes (such as expertise, independence, of the Board of Directors and article 17(1) delegated to the Executive Committee. integrity, availability and experience), should also of the Articles of Association, the managing body 19. Professional qualifications and other consider diversity requirements, with a particular is composed of 11 non-executive members Since the Chairman of the Board of Directors of NOS relevant curricular information of each emphasis on gender diversity which may help, in and 6 executive members. is a non-executive director in the Company, the member of the Board of Directors. principle, to enhance the board’s performance and functions of the non-executive directors are made much balance its compositions. The significantly higher number of non-executive easier, as the Chairman is empowered to coordinate the Pursuant to the CSC, the General Meeting has the members is suitable bearing in mind, especially, activities of the lead non-executive Directors and to act duty to elect the members of the managing and Furthermore, NOS sets out in its Code of Ethics a its size, shareholder structure, and the size and as a link, shortening and simplifying the dialogue with supervisory boards and, in that sense, it will be their general principle applicable to all its employees and, complexity of the risks associated with its activity, the Executive Committee. major role in choosing qualified professionals ensuring therefore, includes members of the managing and as described in more detail in the paragraphs below. also the promotion of diversity within these boards. supervisory boards, under which the human resources One should also note their regular presence and Professional qualifications and offices held by each management policy is based, mainly, on respect Considering the above mentioned, and based on participation in the meetings of that body, which largely member of the Board of Directors are in the Annex to for diversity, individual rights and non-discrimination the Company’s size and its shareholder structure, contributes to the good performance of their jobs. this Report. depending on age, gender, sexual orientation, race, CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE in line with the definition of independence under disability, religion or creed, promoting diversity on the one hand CMVM Regulation 4/2013 and on NOS non-executive Directors have also made The Regulations of the Appointments and Assessment as a core value present in all internal processes 11 the other hand Recommendation III.3 of the IPCG’s important contributions to the Company by Committee of NOS provides that, during the exercise and procedures. PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

Currently, apart from the diversity of skills, variety of NOS (disregarding own shares). She is a Member of the Board of Directors of Sonaecom SGPS, S.A. and a Member of academic qualifications and professional experience, of the Board of Directors of Sonae SGPS, S.A., a company members of the Board of Directors and the Fiscal which shareholding, on 31 December 2020, corresponds Board possess the adequate diversity in terms to 7.38% of the share capital and voting rights of NOS. COMPANY of age and gender. In fact, apart from the fact that the SECRETARY percentage of female members is about 40% and 33%, João Pedro Magalhães da Silva Torres Dolores respectively, in both bodies (in compliance with article MEMBER OF THE BOARD OF DIRECTORS 5(1) of Law no. 62/2017 of 2 August), the members Member of the Board of Directors and Member of the Executive of these bodies are between 32 and 74 years of age. REMUNERATION Committee of Sonae, SGPS, S.A., a company which shareholding, COMMITTEE EXECUTIVE on 31 December 2020, corresponds to 7.38% of the share capital COMMITTEE 20. Customary and meaningful family, and voting rights of NOS. He is a Member of the Board of Directors of Sonaecom SGPS, S.A. professional or business relationships BOARD OF DIRECTORS of members of the Board of Directors AUDIT AND FINANCE with shareholders that are assigned qualified 21. Organograms or functional maps regarding COMMITTEE holdings that are greater than 2% of the competence sharing between the various voting rights. corporate bodies, commissions and/or company departments, including information on GENERAL FISCAL BOARD MEETING APPOINTMENTS Ângelo Gabriel Ribeirinho dos Santos Paupério competence delegation, in particular regarding AND ASSESSMENT COMMITTEE CHAIRMAN OF THE BOARD OF DIRECTORS daily management of the company Member of the Board of Directors of ZOPT, a company which shareholding, on 31 December 2020, corresponds Under the Articles of Association, the General Meeting, STATUTORY AUDITOR CORPORATE to 52.15% of the share capital and voting rights of NOS the Remuneration Committee, the Board GOVERNANCE (disregarding own shares). He is the Chairman of the of Directors, the Fiscal Board and the Statutory Auditor COMMITTEE Board of Directors of Sonaecom SGPS, S.A. and a Member are corporate bodies of the Company. of the Board of Directors of Sonae SGPS, S.A., a company which shareholding, on 31 December 2020, corresponds to 7.38% of the share capital and voting rights of NOS. NOS’ Board of Directors is responsible for management the Company’s activity and their responsibilities are Maria Cláudia Teixeira de Azevedo ETHICS defined in the law, the Company’s Articles of Association COMMITTEE MEMBER OF THE BOARD OF DIRECTORS and the corresponding Regulations. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE Member of the Board of Directors of ZOPT, a company which shareholding, on 31 December 2020, corresponds 12 to 52.15% of the share capital and voting rights PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

The Board of Directors, pursuant to article 17(1) with regard to employee hiring, professional f) Ensuring that the Board of Directors is informed (Related Entities), when such transactions exceed and (3) of the Company’s Articles of Association, categories, remuneration and other bonuses; of the actions and relevant decisions of the Executive the individual amount of 10,000 Euros. created and delegated the day-to-day management d) Issuing binding instructions to companies Committee, as well as guaranteeing that all the of the Company to an Executive Committee in a group relationship comprised of complete clarifications requested by the Board of Directors In the definition of the Company’s strategy and for the three-year period of 2019/2021, setting control, and controlling these companies’ are provided in a timely and appropriate manner; policies, the Board of Directors strives to ensure the out the corresponding composition, functioning implementation of the guidelines and policies g) Ensuring that the Board of Directors is informed, long-term success of the company and contribute for and delegation of management powers. laid out pursuant to the above sub-paragraphs; on a quarterly basis, of the transactions that, within the sake of the community in general, as results from e) Exercising disciplinary power, and deciding on the duties delegated to the Executive Committee, the commitments made by the Board of Directors Therefore, the Board of Directors delegated to applicable penalties for the Company’s employees; have been entered into between the Company and described in page 23 of the Management Report. the Executive Committee the necessary powers f) Deciding on the acquisition of own shares by shareholders of qualified holdings equal or above to develop and execute the day-to-day management the Company, and/or by any of its dependent 2% of the voting rights (Qualified Shareholders) Currently, the Executive Committee comprises of the Company. For these purposes, the following companies, within the scope of NOS variable and/or any entities in a relationship of article 20 7 members, and is functionally organised were not deemed as current management and, remuneration policy, per the terms and conditions of the Portuguese Securities Code with them in the following manner: as such, were not delegated by the Board of approved by the General Meeting of Shareholders. Directors, namely: (i) the definition of the company’s strategy and main policies; (ii) the organisation The Board of Directors, when defining the José Pedro Filipa Santos Manuel Ramalho Miguel Almeida Daniel Beato Jorge Graça Luís Nascimento and coordination of the business structure; (iii) the functioning of the Executive Committee, specifically Pereira da Costa Carvalho Eanes matters which are to be deemed as strategic in view delegated to the Chairman of the Executive Strategy and Quality and Corporate Finance & Offer and Corporate People and Business Transversal Transformation of their amount, risk or special characteristics. Committee the following duties: Administration Segmentation Secretary Organization Development Projects Center

Customer Care, Alongside the day-to-day management a) Coordinating the activity of the Executive Committee; Corporate Experience Audir and Risk Corporate Finance Mobile Centric Back-office and Communication and Value Management of the Company, the Executive Committee b) Convening and conducting the meetings Processes I&M, Technical is responsible, in particular, for: of the Executive Committee; Market & Support, Corporate Transformation DPO Produtct Customer Fiber Center c) Providing for the proper implementation Logistics, Terminal Sollutions Intelligence Management a) Proposing, to the Board of Directors, the strategic of the resolutions of the Board of Directors; Azores and Investor Relations Information CRM Legal Content B2B Direct Sales guidelines of the Group and fundamental policies d) Providing for the proper implementation Madeira & Sustainability Services of the Company and its subsidiaries; of the resolutions of the Executive Committee; Planning and Corporate Management WOO Regulation Innovation Services Cinemas b) Working with the Board of Directors and its e) Ensuring the compliance with the limitations on the Channels Control Committees, as needed for the fulfilment of their delegation of duties, on the strategy of the Company

CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE Procurement Consumer Sales Audiovisuals Wholesale respective purposes; and the duties of cooperation with the Chairman Brand and c) Determining the internal organisational and operating of the Board of Directors and other members of the Advertising Communication 13 norms of the Company and its subsidiaries, namely Board of Directors as well as other company bodies; PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

b) Functioning During 2020, the current Board of Directors held eleven meetings, in which one of them was in person and the The absences were always duly justified and accepted other ten were by electronic means, and all of them had the minutes drawn up. by the Board of Directors. 22. Availability and place where rules on the functioning of the Board of Directors The attendance degree of the members of the Board of Directors in the eleven meetings held was as follows: 24. Details of competent corporate boards may be viewed. undertaking the performance appraisal of executive directors. NAME PRESENT REPRESENTED ABSENT ATTENDANCE % The Board of Directors, at its meeting on 9 May 2019 approved its internal Regulations on organisation and Ângelo Paupério 11 0 0 100% The Remuneration Committee is empowered

functioning, which is available at https://www.nos.pt/ Miguel Almeida 11 0 0 100% to annually assess the Executive Committee, institucional/PT/investidores/governo-de-sociedade/ supported by an opinion issued by the Ana Paula Marques 11 0 0 100% Documents/Regulamento%20CA_2019.pdf. Appointments and Assessment Committee. José Pedro Pereira da Costa 11 0 0 100%

In line with the recommendations and good Jorge Graça 11 0 0 100% 25. Predefined criteria for assessing executive practices adopted by the Company, the Regulations directors’ performance. LuÍs Nascimento 11 0 0 100% on the organisation and functioning of the Board of Directors governs, namely, the exercise of the Manuel Ramalho Eanes 11 0 0 100% The assessment criteria for the members of the

powers, the presidency, the frequency of meetings, Ana Rita Rodrigues* 8 0 0 100% Executive Committee are measurable and predefined, the performance and the obligations’ framework globally considering the Company’s growth and of the members of this governing body. António Domingues 11 0 0 100% wealth creation in a mid-long-term perspective.

António Lobo Xavier 11 0 0 100% 23. The number of meetings held and the In this scope and for further detail please refer António Lobão Teles 11 0 0 100% attendance report for each member of to items 70 and 71 of this report. the Board of Directors, the General and Catarina Tavira Van-Dúnem 5 0 6 45%

Supervisory Board and the Executive Board, Cláudia Azevedo 11 0 0 100% 26. The availability of each member of the where applicable. Board of Directors with details of the positions Cristina Marques* 8 0 0 100% held at the same time in other companies Under article 4 of the Regulations of the Board of João Dolores 11 0 0 100% within and outside the group, and other

Directors, the Board of Directors of NOS meets at Joaquim Oliveira 11 0 0 100% relevant activities undertaken by members least six times a year and whenever is convened on the of these boards throughout the financial year. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE initiative of the Chairman, or by two Directors. José de Freitas* 8 0 0 100%

Note: Jorge Brito Pereira, Paula Oliveira and Mário Leite da Silva still attended the first meetings of the year, held on 27 January. 14 * Member of the Board of Directors, in office as of 23 March 2020 (8 meetings were held since that date). PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

The offices held by the Directors in other companies, In addition, at the time of their election and by All Committees have internal regulations, which Chairman Miguel Almeida within and outside NOS Group are submitted in the 31 January of each year, all members of the Board regulate the exercise of their functions, the Annex to this report. of Directors individually complete a questionnaire presidency, the frequency of meetings, the operation Vice-Chairman José Pedro Pereira da Costa

on independence and applicable incompatibilities and the duties of their members, all available for Member Daniel Beato All the members of the Board of Directors are able in accordance with the applicable regulations, without consultation on the Company’s website at http:// Member Filipa Santos Carvalho to perform their duties with utmost diligence, prejudice to the obligation to immediately report www.nos.pt/institucional/PT/investidores/governo- guaranteeing careful management in accordance with any changes to the answers to such questionnaire. de-sociedade/Paginas/default.aspx. Member Jorge Graça

best practices, scrupulously fulfilling their general Member Luís Nascimento and fundamental duties. Taking into account the compliance with the Member Manuel Ramalho Eanes c) Committees within the Board recommendations and best practices of corporate In accordance with the Board of Directors’ of Directors governance, the Company considers that the above- regulations, the Directors inform the Chairman of the mentioned internal committees are adequate to its The members of the Executive Committee are Board of Directors, who informs the other members, 27. Details of the committees created within dimension and complexity, taking into account the chosen by the Board of Directors and the Committee whenever there is a situation of a potential or an the Board of Directors, and the place where adopted government model. is made up of a minimum of three and a maximum effective conflict of interests of a Director, on his the rules on the functioning thereof is available. of seven Directors, as provided for in article 17(1) own behalf, on other’s behalf or as determined on 28. Composition of the Executive Committee. of the Company’s Articles of Association. the Company’s Code of Ethics. Such communication Considering the limits set out by law and the of conflict of interests should not be limited to best corporate governance practices, the Board On 31 December 2020, NOS Executive Committee 29. Description of the powers of each of the the deliberation context, but should always occur of Directors of NOS created and delegated to an comprised the following Directors: committees established and a summary of whenever there are facts that might constitute it Executive Committee the day-to-day management activities undertaken in exercising said powers. or originate a conflict between the interests at issue of the Company. Chairman Miguel Almeida and the Company’s interests. The Board of Directors delegated to the Executive Vice-Chairman Ana Paula Marques In compliance with the applicable legal or regulatory Committee the necessary powers to develop In situations regarding social deliberations, as set out requirements – always with merely ancillary duties Vice-Chairman José Pedro Pereira da Costa and execute the day-to-day management of the

in the Regulations, if the Board of Directors or the and the resolutions to be taken only by the managing Member Jorge Graça Company, as detailed in item 21 of this Report. Director consider that there is a conflict of interest, body – NOS Board of Directors created, in addition Member Luís Nascimento the latter shall not participate in the discussion to the Executive Committee: The powers delegated to the Executive Committee nor exercise their respective right to vote in the Member Manuel Ramalho Eanes may be sub-delegated, partially or in whole, to one or deliberations in question and, in such situations, the a) The Corporate Governance Committee; more of its members or to employees of the Company. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE Director in question will not receive documentation b) The Audit and Finance Committee; pertaining to the topics where there is a conflict c) The Appointments and Assessment Committee; Currently, the Executive Committee has the following a) Therefore, the Executive Committee is responsible 15 of interest. d) The Ethics Committee. composition: for the day-to-day management of the Company, PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

and comprises Directors whose professional positions by the Members of the Executive of corporate governance, rules of conduct appropriate for the development of a corporate profiles ensure that they have the due reputation, Committee, refer to the Annex to this Report. and social responsibility; and professional ethics culture within the Company; competence, diversity of knowledge and b) to strive for full compliance with legal and d) to support the Board of Directors in the experience to perform their duties. CORPORATE GOVERNANCE COMMITTEE regulatory requirements, recommendations performance of its function of supervising and best practices relating to the Company’s corporate governance, rules of conduct and social The Board of Directors set out the rules The Corporate Governance Committee has the governance model and for the adoption by the responsibility, as well as in the way it ensures the on the composition, operation, and delegation duty to reflect on the governance system, structure Company of corporate principles and practices adequate and timely flow of information necessary of management powers to the Executive Committee, and practices adopted, verify its effectiveness in matters such as: i) the structure, powers for the exercise of the legal and statutory powers whose document is available for consultation at https:// and propose measures to the appropriate and operation of corporate boards and internal of all the Company’s bodies and committees, www.nos.pt/institucional/PT/investidores/governo-de- bodies with a view to improving them. committees, and their respective internal in particular its minutes and notices of meeting. sociedade/documents/CE_deleg_2019_PT.pdf coordination; ii) requirements with regard e) in conjunction with the Appointments and On 31 December 2020, the Corporate Governance to qualifications, experience, incompatibilities Assessment Committee, to determine the criteria The members of the Executive Committee shall Committee had the following composition: and independence applicable to members of the and requirements of the profile for new corporate not perform executive management functions in managing and supervisory boards; iii) efficient board members suited to the position to be held, companies in which the Company has no interest, Chairman António Lobo Xavier means for non-executive members of the which, in addition to individual attributes (such without the prior consent of the Board of Directors. managing body to perform their duties; iv) the as expertise, independence, integrity, availability Member António Domingues exercising of voting rights, representation and and experience), should also consider diversity In accordance with the provisions in its Regulations, equal treatment of shareholders; v) preventing requirements with a particular emphasis on gender during 2020, the Executive Committee had thirty- Its Regulations can be consulted at https://www.nos. conflicts of interest; vi) the scheme applicable diversity, which may help to enhance the board’s -six meetings, in which were discussed, among pt/institucional/PT/investidores/governo-de-sociedade/ to executives, and their performance of executive performance and balance its composition. others, issues related to the activity to be performed Documents/Regulamento%20CGS_2019.pdf duties at entities outside of the group; vii) by the Group’s business units and companies, transparency of corporate governance, of In 2020, under its competences, the Corporate transactions approvals with related parties, approval The duties and powers of the Corporate Governance information to be disclosed to the market and Governance Committee had two meetings, of increase and reduction of capital in companies Committee are, namely, the following: of the relationships with the investors and other in which were discussed, among others, issues of the Group, execution and reimbursements Company stakeholders; related with the corporate governance report of supplementary capital and shareholders loans a) to study, propose and recommend the adoption c) to promote and supervise, in the different of 2019, the assessment of the Ethics Committee and sale of property. Minutes from all the meetings by the Board of Directors of the policies, rules and hierarchical levels, the effective compliance with Regulations and issues of incompatibility were drafted and the attendance of the meetings procedures necessary for compliance with the the Company’s Code of Ethics, and also to perfect and independence of managing and supervisory was 99%. applicable legal and regulatory provisions as well and update the said Code, submitting to the bodies. Minutes from the meetings were drafted CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE as those of the Articles of Association, including Board of Directors such proposals as it may deem and the attendance of the meetings was 100%. For more detailed information related with the recommendations, opinions and best practices, appropriate for the purpose, and proposing to the 16 professional experience and expertise to their both national and international, in the matter Board of Directors those measures it considers PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

AUDIT AND FINANCE COMMITTEE Its Regulations can be consulted at https://www. by monitoring risk control policies, identifying key Directors, the overall performance evaluation report nos.pt/institucional/PT/investidores/governo-de- risk indicators (KRI) and integrated risk assessment for the Board of Directors and its various specialised The Audit and Finance Committee has the duty sociedade/Documents/Regulamento%20CGS_2019.pdf methodologies; committees, and also to ensure the timely identification to assist in the assessment of financial matters, i) to review, discuss and advise the Board of Directors of potential candidates with the necessary profile for policy and accounting practices, supervise risk The powers and duties of the Audit and Finance on the accounting policies, criteria and practices the performance of the duties of Director. control policy, and advise the Board of Directors Committee are, namely, the following: adopted by the Company; and Fiscal Board in the previously mentioned matters. j) to review transactions between the Company On 31 December 2020, the Appointments and a) to follow the activity of the Executive Committee; and Shareholders of qualified holdings of 2% Assessment Committee had the following composition: On 31 December 2020, the Audit and Finance b) to review the annual, half-yearly, quarterly, and or more of voting rights (“Qualified Shareholders”) Committee had the following composition: similar financial statements to be published, and and/or entities with which they have any Chairman Ângelo Paupério to report its findings to the Board of Directors; relationship pursuant to article 20 of the Securities Member open office c) to advise the Board of Directors on its reports for Code (CVM), and persons or entities qualified Note: Mário Leite da Silva ceased being a member of this Commission on 23 January 2021 Chairman António Domingues the market to be included in the publication of the as related parties (“Related Parties”), pursuant annual, half-yearly and quarterly results; to Company regulations approved by the Board Member Ângelo Paupério Currently the Appointments and Assessment d) to advise the Fiscal Board, on behalf of the Board of Directors by proposal of the Fiscal Board. Member Ana Rita Rodrigues Committee has the following composition: of Directors, on the appointment, duties and

Member João Dolores remuneration of the External Auditor; In 2020, under its competences, the Audit and Chairman Ângelo Paupério e) to advise the Board of Directors on the quality and Finance Committee had five meetings and discussed, Member António Lobão Teles Member Ana Rita Rodrigues independence of the Internal Audit function, and among others, matters related to the financing Note: on 15 January 2021, António Lobão Teles ceased to be a member of the Commission. on the appointment and dismissal of the Internal strategy, approved transactions with related parties, Member João Dolores Audit Manager; reviewed financing, planning and control, investors f) to review the scope of the Internal Audit and relationship and internal audit reports, and discussed Its Regulations can be consulted at https://www. Currently, the Audit and Finance Committee Risk Management functions, as well as their the quarterly and annual financial statements nos.pt/institucional/PT/investidores/governo-de- has the following composition: relationship with the work of the External Auditor; and Press Releases of earnings announcements. sociedade/Documents/Regulamento%20CGS_2019.pdf g) to review and discuss with the External Auditor, Minutes from the meetings were drafted and Chairman António Domingues the Internal Auditor, and the person in charge of the attendance of the meetings was 100%. It is the responsibility of the Appointments

Member Ângelo Paupério risk management the reports produced within and Assessment Committee to: the scope of their duties and, consequently, APPOINTMENTS AND ASSESSMENT COMMITTEE Member Ana Rita Rodrigues to advise the Board of Directors on matters a) assist the Board of Directors when appointing CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE Member João Dolores deemed relevant; The Appointments and Assessment Committee Directors to be appointed by co-optation to join

Member Cristina Marques h) to oversee the Company’s risk management policy, has the duty to ensure a competent and independent the Company’s Board of Directors, under article 17 in conjunction with the Fiscal Board, evaluation of the performance of the executive 393(3)(b) of the CSC; PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

b) in its duties to support the Board of Directors, f) prepare an overall performance evaluation report of ETHICS COMMITTEE Code of Ethics or its fulfilment which have been in the event of any vacancy in the Company’s the Board of Directors and its various specialised submitted to supervisors, to the Human Resources Board of Directors or Executive Committee, committees, bearing in mind compliance with The Ethics Committee has the duty to disclose Department or to the email created for this purpose; prepare a justified opinion, identifying persons the Company’s strategic plan, budget, risk and monitor, with impartiality and independence, c) requesting the internal audit to investigate with the profile most suited to fill this vacancy, management and internal operation, and the the Code of Ethics of NOS Group. whatever is required at any given time, within bearing in mind the combination of qualifications, contribution of each member of these boards the scope of its powers; knowledge, expertise, professional experience, for this purpose, together with the relationship It is composed by three members (Non-executive d) drawing up opinions on measures to be taken independence, integrity and availability required between the Company’s boards and committees; Director, Chairman of the Fiscal Board and the Director in the wake of these investigations; for the performance of the respective duties, g) whenever requested by the Board of Directors in charge of the Human Resources) appointed e) promoting and monitoring the Code of Ethics’ together with diversity requirements, with a or by the Remuneration Committee, issue an by the Board of Directors. implementation, namely with regard to particular emphasis on gender diversity, which may opinion on the Executive Committee’s general communication, awareness and training initiatives help to enhance the Committee’s performance and remuneration policy, as well as on the floating On 31 December 2020, the Ethics Committee for employees, suppliers and partners with a view balance its composition; remuneration programs based on the allocation had the following composition: to strengthening an ethical culture; c) approve and make its terms of reference available, of NOS shares or stock options. f) issuing, when requested to do so by any corporate

and foster, to the extent of its powers, transparent Chairman António Lobo Xavier body of the Company, opinions about ethics or selection processes that include effective Within the scope of its activities, the Appointments conduct codes, or about professional practices which Member Ana Paula Marques mechanisms to identify potential candidates, and and Assessment Committee shall observe the need to meet legal and/or regulatory requirements; ensure that those chosen as candidates possess long-term interests of shareholders, investors Member José Pereira Alves g) under sustainability areas’ proposal and whenever

the highest degree of merit, are best suited to the and the general public, and, to the extent of Note: Ana Paula Marques ceased being a member of this Committee on 15 January deemed suitable, making a review of the Code demands of the functions to be carried out, and its powers, shall contribute towards achieving 2021 and was replaced by Luís Nascimento of Ethics and respective procedures concerning shall encourage suitable diversity, including gender social responsibility and sustainability goals. the needs of the Company and submit it for the diversity, within the organisation; Its Regulations can be consulted at https://www.nos. approval of the Corporate Governance Committee; d) conduct the annual evaluation process of the The Appointments and Assessment Committee pt/institucional/PT/investidores/governo-de-sociedade/ h) suggesting to the Corporate Governance members of the Executive Committee, ensuring meets at least once per year, whenever it is Documents/Regulamento%20CGS_2019.pdf Committee policies, goals, instruments and further harmonisation with the Board of Directors convened by initiative of its Chairman or by any of its indicators regarding the management system and the Remuneration Committee; members. Decisions made and explanations of vote The Ethics Committee is responsible, inter alia, for: of corporate ethical performance; e) within the annual process of evaluation of the in meetings of the Appointments and Assessment i) ensuring the management system of corporate members of the Executive Committee, propose to the Committee shall be recorded in meeting minutes. a) receiving and responding to clarification requests ethical performance is compatible with the Remuneration Committee the criteria which will be and expressions of concern involving the Code requirements of NOS internal control system; CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE regarded when establishing the floating remuneration, of Ethics, via an email created for this purpose; j) send to the Corporate Governance Committee, namely the individual performing goals; b) analysing, discussing and assessing clarification whenever relevant for the purposes of corporate 18 requests and expressions of concern vis-à-vis the governance, a report of the executed actions; PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

k) drawing up and submitting annual activity III. SUPERVISION On 31 December, the Fiscal Board had the following composition: reports to the Board of Directors; l) answering questions with regard to matters a) Composition NAME OFFICE FIRST APPOINTMENT

addressed in the Code of Ethics, including but José Pereira Alves Chairman of the Fiscal Board 8 May 2019 not limited to clarifications on matters within 30. Details of the supervisory body. Patrícia Teixeira Lopes Member 26 April 2016 the jurisdiction of the Fiscal Board under the The Fiscal Board is the Company’s supervisory body. Regulations for the Reporting of Irregularities Pursuant to article 413(1)(b) of the CSC, the supervision of Paulo Mota Pinto Member 21 April 2008 (Whistleblowing), or other legal powers NOS, regarding the legal certification for the accounts, also Ana Fonte Alternate Member 8 May 2019 of this board, as opposed to those under includes a Statutory Auditor, with the duties provided in article the jurisdiction of the Ethics Committee 446 of the CSC, who cannot be a member of the Fiscal Board. under the Code of Ethics; The Company considers that, being the Fiscal Board The members of the Fiscal Board are manifestly m) drawing up an annual activity report to 31. Composition of the supervisory board, with details composed by one Chairman, two members and an suitable and have academic and professional address the Company’s commitments of the articles of association’s minimum and maximum alternate member, as is market practice in comparable experience appropriate to the exercise in the area of sustainability. number of members, duration of term of office, companies, the efficient execution of its functions of supervisory functions, and item 19 above number of effective members, date of first appointment, is assured and that this number is adequate to the on diversity matters is applicable to them. In 2020, the Ethics Committee had three and date of end of the term of office for each member. dimension of the Company and to the complexity meetings and discussed the situations and of the risks inherent to its activity. This is reinforced by In order to ensure a more assertive understanding documents submitted to this committee, Pursuant to article 22(1) of the Company’s Articles the existence of the AFC that, under its competences, of the effective qualifications, experience and including approval of the Regulations of Association, the Fiscal Board is made up of three assists, advises and supports the Fiscal Board in availability of the Fiscal Board members, the for Acceptance and Offer of Benefits, members and an alternate member, elected by the several of its functions, as described in item 29 above. functions performed by them, as well as their made recommendations, monitored the General Meeting, which shall also elect its Chairman, academic and professional qualifications and communication and training plan for employees for terms of office of three years. 32. Details of the members of the fiscal board, professional activities, are in the Annex to this report. and partners, made the balance and approved which are considered to be independent activity indicators. The Ethics Committee carried It is made clear that, while there is no provision in the pursuant to article 414(5) of the CSC.

out a class session named “Let’s talk about Articles of Association requiring a minimum or maximum b) Functioning Ethics”, opened to all employees, where there number of members of the Fiscal Board, this Board should The Fiscal Board is currently comprised of was the opportunity to discuss and clarify necessarily be made of three effective members and one two independent members: José Pereira 34. Availability and place where the rules on the ethics-related issues and that included alternate member per the terms of law. Alves and Patrícia Teixeira Lopes. the functioning of the Fiscal Board may be the internal disclosure of Ethics indicators. viewed. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE The Fiscal Board was elected at the General Meeting 33. Professional qualifications of the members Minutes from the meetings were drafted of 8 May 2019, for the three-year period of 2019/2021, of the fiscal board and other important The functioning and powers of the Fiscal Board 19 and the attendance of the meetings was 100%. and its term of office ends on 31 December 2021. curricular information. are established in its Regulations, approved PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

on 4 September 2019, which is available activities undertaken by members of these — it evaluates the External Auditor on an annual basis The provision of non-audit services by the Statutory at https://www.nos.pt/institucional/PT/ boards throughout the financial year. and proposes to the relevant corporate body its Auditor/Statutory Auditing Firm requires the prior investidores/governo-de-sociedade/Documents/ dismissal or termination of the contract of services approval and authorisation of the Fiscal Board, which Regulamento%20CF%20NOS_2019.pdf Members of the Fiscal Board have a high whenever there is a valid basis for the said dismissal. adequately assesses the threats to independence degree of availability for the performance arising from the provision of these services and the 35. The number of meetings held and the of their respective duties. In addition, the Fiscal Board, on 4 September 2019 safeguarding measures applied in accordance with attendance report, where applicable, for each approved a new version of the Regulations for article 73 of Law no. 140/2015 of 7 September. member of the Fiscal Board. The offices held by the members of the Fiscal Board the provision of services by the External Auditors in other Companies are in the Annex to this Report. (“Regulations for the Provision of Services”), which For this purpose, the Fiscal Board should receive a In 2020, under its competences, the Fiscal Board had defines the rules applicable to services other than proposal regarding the provision of services to be twelve meetings in which, among other activities, audit services (“Non-Audit Services”) or related to submitted for approval and authorisation, as well as any was discussed the annual and quarterly financial c) Powers and Duties audit (“Audit-Related Services”) provided by the additional information that may be deemed relevant, statements and an opinion was made regarding External Auditor to NOS and its subsidiaries, included which shall comply with the following requirements: them, the group policy was assessed regarding the 37. A description of the procedures and in the appropriate scope of consolidation, specifying provision of non-audit services, the Internal Audit criteria applicable to the supervisory body the different audit services that cannot be carried a) be clear about the services to be rendered activity and the conclusion on the respective work for the purposes of hiring additional services out by the Statutory Auditor and the procedures to and the fees that will be charged for them; of the NOS Group companies was monitored, the from the external auditor. assure its independence. These Regulations for the b) include a declaration of conformity with the suitability of the activity and independence of the Provision of Services shall apply to services provided independence principles defined in article 2 Internal Audit was evaluated, the monitoring In order to ensure the independence of the by the External Auditor and related companies. of the Regulations for the Provision of Services; of the Risk Management model applied to NOS External Auditor, the Fiscal Board, according to c) include reasoning for the provision of the services; Group was made, the suitability of the accounting its Regulations, has the following powers and Under the mentioned Regulations for the Provision d) include the initial date for the provision of services policies adopted by the Group was analysed, and duties with regard to the external audit: of Services, hiring non-audit or audit-related and its respective fees. the budget review suppositions and Forecast were — selecting the statutory auditors or statutory services should be deemed as exceptions or presented. Minutes of the meetings were drawn-up. auditing firm to be proposed to the General complements, respectively, and in accordance As per the Regulations for the Provision of Services, Meeting, with a justified recommendation with the rules laid down in those Regulations. if a member of the network of the Statutory The attendance degree of the members of the Board on its preference for one of them; Auditor/Statutory Auditing Firm who performs of Directors in the twelve meetings was 100%. — it is the main counterpart of the external auditor The annual fees for non-audit services cannot the statutory audit of the accounts of NOS or its and the first recipient of the relevant reports, exceed the amount corresponding to 70% subsidiaries, provides any non-services prohibited 36. The availability of each member of the and is responsible, inter alia, for proposing of the total average of the statutory audit fees pursuant article 77(8) of Law no. 140/2015 of 7 CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE Fiscal Board, indicating the positions held the relevant remuneration and ensuring that of the last 3 years, provided to the Company September, to an entity with offices in a third country simultaneously in other companies inside the proper conditions for the provision of and its subsidiaries, included in the consolidation that is controlled by NOS or its subsidiaries, the 20 and outside the group, and other relevant services are provided within the company; perimeter using the full consolidation method. Statutory Auditor/Statutory Auditing Firm shall PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

assess whether its independence is compromised preparation and disclosure, and the faithfulness the accounts, and (v) of the procedures of Fraud and 40. The number of years that the statutory by such service provision by the member of and completeness of the accounting documents, Corruption Management. auditor consecutively carries out duties with the network, in accordance with article 5(5) of together with other financial information requiring the company. Regulation (EU) no. 537/2014 of the European the Fiscal Board’s involvement pursuant to the law; The Fiscal Board also promotes periodic meetings Parliament and of the Council of 16 April 2014. — informs the board of directors of the statutory with the Statutory Auditor for the purposes The Full Statutory Auditor was elected for the first audit results and explains the way it helped of monitoring the latter’s work. time on the 23 April 2014 General Meeting, and the 38. Other duties of the supervisory body. to assess the integrity of the preparation Alternate at the General Meeting of 8 May 2019. and disclosure of the financial information Under the terms of the Company’s Articles of process, as well as the role which the Thus, the current full Statutory Auditor began its Association and the relevant Regulations, and Fiscal Board played in such process; IV. STATUTORY AUDITOR functions in the Company in 2014, having consecutively in addition to the above mentioned in item — whenever it deems appropriate, makes a decision, served the Company for approximately 7 years. 34, it is to be noted that the Fiscal Board: in advance and in good time, and gives a prior 39. Details of the statutory auditor opinion on any reports, documents or information and the partner that represents said auditor. 41. Description of other services that the — evaluates the functioning of the risk management of a financial nature that may be evaluated by the statutory auditor provides to the company. system, the internal control system and Board of Directors and is to be disclosed to the Pursuant to the Company’s Articles of Association, the internal audit system and supervises market, notably the preliminary announcements the Statutory Auditor or Statutory Auditing Firm, The description of other services provided their efficiency, proposing any adjustments of the quarterly accounts, or submitted by the full and alternate, is elected by the General Meeting by the Statutory Auditor to the Company that may be deemed necessary, as well as Company to any competent supervisory authority. acting on a proposal from the Fiscal Board, performing is in points 46 and 47 of this Report. receiving the corresponding reports; their respective duties for periods of three years. — receives reporting of irregularities The Fiscal Board also decides on risk policy, work (whistleblowing) submitted by shareholders, plans and the resources allocated to the internal On 31 December 2020, this corporate body had V. EXTERNAL AUDITOR Company employees or others, informing control services and evaluates annually the the following composition: the entity of the Company responsible compliance with the company’s strategic plan and 42. Details of the external auditor appointed

for handling the irregularity reported; the budget and the risks management. The Fiscal Ernst & Young Audit & Associados, SROC, S.A. in accordance with article 8 and the partner (OROC nr. 178 / CMVM nr. 20161480), represented — issues a prior opinion on relevant business Board has mechanisms implemented that allow, Permanent that represents said auditor in carrying out by Sandra e Sousa Amorim (ROC nr. 1213 / CMVM activities with shareholders of qualified periodically, monitoring and control (i) of the Risks nr. 20160824) these duties, and the respective registration holdings, or entities with whom they are Management model, (ii) of the liquidity and interest number at the CMVM. Pedro Jorge Pinto Monteiro da Silva e Paiva in any relationship, according to article 20 rate risk, (iii) of the current management of treasury Substitute (ROC nr. 1258 / CMVM nr. 20160869) of the Portuguese Securities Code; operations and the accounting policies adopted by On 31 December 2020, they were performing CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE — oversees and gives its opinion on the Company’s the Group, (iv) of the current main judicial and fiscal the audit functions provided in article 8 annual report and accounts, including its scope, disputes and their possible accounting impact on of the Portuguese Securities Code: 21 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

acts as the external auditor is 7 years and the issue an opinion on accounts in accordance with SAIs m) training in technical matters, etc.; Ernst & Young Audit & Associados, SROC, S.A. (OROC nr. 178 / CMVM nr. 20161480), represented maximum period of performance of duties by the (excluding prohibited services), such as: n) other services, namely the ones that may be Permanent by Sandra e Sousa Amorim (ROC nr. 1213 / CMVM statutory auditing company is, as a rule, 10 years. provided by the External Auditors, due to their nr. 20160824) a) review of financial statements with a limited level professional experience and/or knowledge of

Pedro Jorge Pinto Monteiro da Silva e Paiva 45. Details of the board responsible for of assurance, which includes limited reviews of the company, and that are not described in the Substitute (ROC nr. 1258 / CMVM nr. 20160869) assessing the external auditor and the regular quarterly, half-yearly or other period accounts; previous paragraphs, such as Due Diligences in intervals when said assessment is carried out. b) advise on interpretation and counselling on potential acquisitions and/or sales. implementation of new accounting and financial 43. The number of years that the external The Fiscal Board has the duty to, in accordance with reporting rules; However, services required by law from the External auditor and respective partner that represents article 3(1)(o) of its Regulations, annually evaluate c) counselling related with the required financial Auditor are included in the non-audit services, which said auditor in carrying out these duties the External Auditor, and propose to the competent reporting for the compliance with the accounting should not be considered for the purposes of the limit consecutively carries out duties with the body its dismissal or the termination of the service policies adopted; on non-audit services provided by the External Auditor. Company and/or Group. agreement whenever there is a valid reason. d) tax services related to the audit or mid-term review of the financial statements, including review of the In 2020, the non-audit services described on the Ernst & Young Audit & Associados, SROC, S.A. began To that effect, the Fiscal Board annually fills out an compliance with Transfer Pricing rules; above paragraphs a), h), i), k), and n) above were their functions in the Company in March 2014, having assessment questionnaire regarding the External e) requirements of internal control reporting, hired by NOS or its Group companies. The provision consecutively served for approximately 7 years. Auditor, which addresses issues such as independence, whether audits or reviews of internal controls; of such services does not constitute a threat to the internal control, meeting periodicity, and financial f) review of financial information to be disclosed to independence of the External Auditor nor does it fall 44. Rotation policy and schedule of the reporting. In addition, and to assist in the assessment, the market; within the prohibited services provided for in article external auditor and the respective partner the CFOs in coordination with the Financial Board and g) reviews and audits to Information Systems, when 77(8) of the EOROC and, given the nature of the that represents said auditor in carrying out the External Auditor itself also fill out questionnaires related to the auditing of the financial statements; services concerned, there are efficiency gains which such duties. h) comfort letters and other reports of agreed justify its provision by the External Auditor. 46. Details of services, other than auditing, procedures, within the scope of prospects and Neither the Articles of Association nor the carried out by the external auditor for the other procedures related to securities; As described in item 37 above, the provision of internal regulations set out the periodic rotation company and/or companies in a control i) audit to the Social Responsibility and Sustainability non-audit services, with the exception of services of the External Auditor. However, in practice, relationship and the internal procedures Reports; required by law, demands prior approval and the rules provided for in the Statutory Audit Bar for approving the recruitment of such j) certification of the internal control report; authorisation of the Fiscal Board. Statute (EOROC), approved by Law no. 140/2015, services and a statement on the reasons k) other certifications not required by law or by the 7 September, are applicable to the Statutory for said recruitment. Company’s Articles of Association; 47. Details of the annual remuneration paid by CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE Auditor (including the respective partner), i.e., l) audit for the acquisition of new businesses the company and/or legal persons in a control the maximum period of performance of duties The non-audit services, which are defined negatively, (auditing of the opening balances), including or group relationship to the auditor and other 22 by the partner of the statutory auditing firm that consist of all services in which the auditor does not advice on accounting restatement; natural or legal persons pertaining to the PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

same network and the percentage breakdown C. INTERNAL II. REPORTING OF IRREGULARITIES 1064-001 Lisbon), or via email to comunicar. relating to the following services. [email protected], the chosen reporting ORGANISATION 49. Means and policy for reporting irregularities. method shall be at the whistleblower’s discretion. In 2020, NOS Group (the Company and companies controlled by or in a group relationship with the I. ARTICLES OF ASSOCIATION In line with the principles established in its Code The Fiscal Board is responsible for receiving, Company) paid, as fees to NOS’ Statutory Auditor and of Ethics, applicable to all employees, NOS recording and processing the communications of External Auditor (Ernst & Young, S.A. (E&Y), and to 48. The rules governing amendment has mechanisms for detecting and preventing Irregularities that occur in NOS or in the companies its network of companies), the following amounts: to the articles of association. irregularities, which include the implementation of within the respective group and for undertaking other the Internal Control Manual and Fraud and Corruption acts which are necessarily related with those powers. BY THE COMPANY* 104,362 % By law and under the Company’s Articles of Management procedures and, in general, its risk The Internal Audit must assist the Fiscal Board to Account auditing service fee (€) 80,962 78% Association, article 12(4)(d), amendments to the control system, better described in Items 50 and perform those competences. In addition, the Fiscal External assurance service fee (€) 23,400 22% Articles of Association, including those concerning following. NOS also has a policy for reporting Board may hire external auditors or other experts BY SUBSIDIARIES* 160,198 % share capital increases, always depend on the irregularities occurring within the Company and to assist in the investigation, when the specific nature

Account auditing service fee (€) 143,148 89% shareholders’ resolutions, in which must be present has a Regulations for the Reporting of Irregularities of the matters in question so justify it.

External assurance service fee (€) 17,050 11% or represented, in case of first call, at least fifty (whistleblowing) available at https://www.nos.pt/

TOTAL 264,560 % per cent of the shareholders. institucional/PT/investidores/governo-de-sociedade/ The Fiscal Board, within the limits of its powers, Documents/Regulamento_Whistleblowing%20_ shall monitor the correct application of the procedure Account auditing service fee (€) 224,110 85% Such resolutions are taken by the majority provided NOS%20SGPS_2019.pdf established by the aforementioned Regulations. External assurance service fee (€) 40,450 15% for by law, which consists of two thirds of the votes *Including individual and consolidated statements cast, except on a second call if the shareholders Any communication of Irregularities covered by In accordance with the regulations approved by the holding at least half of the share capital are present the Regulations shall be treated as confidential, III. INTERNAL CONTROL Fiscal Board, the annual fees for non-audit services or represented, in which case these resolutions can unless the author expressly and unequivocally AND RISK MANAGEMENT provided by the Statutory Auditor cannot exceed be taken by a majority of the votes cast (article 386(3) requests otherwise. Anonymous complaints will the amount corresponding to 70% of the total average and (4) of the CSC). only be accepted and treated on an exceptional of the statutory audit fees of the last 3 years, provided basis and, in any case, no reprisal or retaliation will 50. Individuals, boards or committees to the Company and its subsidiaries, included in the be tolerated against those that make the mentioned responsible for the internal audit and/or consolidation perimeter using the full consolidation communications. implementation of the internal control systems. method. During 2020, the non-audit services represented 8% of the average of the statutory audit Any evidence of irregularities should be reported in The internal control and risk management system CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE fees of the last 3 years. The Fiscal Board receives writing, marked as “confidential”, and sent to the Fiscal at NOS consists of various key parties with the and reviews the information on the fees and services Board, via letter to the postal address exclusively following responsibilities and goals: 23 provided by the External Auditor on a quarterly basis. for this purpose (Apartado 14026 EC, 5 de Outubro, PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

BODY / COMMITTEE / AREA RESPONSIBILITIES

• Define the strategy and main policies of NOS. Board of Directors • Decide on the matters which are to be deemed as strategic in view of their amount, risk or special characteristics. • Supervise the internal control and risk management system within NOS, and delegate its creation and operation to the Executive Committee.

Within the powers conferred by the Board of Directors: • Create and ensure the functioning of the NOS internal control and risk management system, using the powers delegated by the Board of Directors. Executive Committee • Discuss and approve the risk assumption objectives, including risk acceptance levels, approve the NOS strategic plans and risk management policies in order to ensure that the risks effectively incurred are consistent with those objectives, and respect the strategies and policies established by the Board of Directors. • Make proposals to the Board of Directors on matters pertaining to NOS internal control and risk management which are considered strategic.

• Implement the internal controls and risk management specific to each department of the NOS business units, as part of their responsibility for NOS corporate or functional processes. Areas • Form specific risk management teams, such as risk committees or working teams, necessary for the development of certain risk management programmes. These may include an Executive Committee officer, a Steering Committee of Directors and various Pivots/Champions representing the business units.

• Promote awareness, measurement and management of business risks that interfere with the achievement of objectives and the creation of value for NOS. Risk Management • Contribute with tools, methodologies, support and know-how for the different areas. • Promote and monitor the implementation of programmes, projects and actions designed to bring risk levels closer to the acceptable limits established by the Company’s management.

• Assess risk exposure and check the effectiveness of risk management, of the internal controls on business processes, and information and telecommunications systems. • Propose measures to improve internal controls, to achieve a more effective management of business and technological risks. Internal Audit • Monitor changes in risk exposure associated with the main findings and nonconformities identified in the audits. • Report to the Fiscal Board regarding these matters.

External Audit • Check the effectiveness and functioning of internal control mechanisms and report the weaknesses identified to the Fiscal Board. (Statutory Auditor) • Audit the Company’s accounts, issue the corresponding legal certification for the accounts and an audit report, as part of its public interest functions.

• Evaluate the functioning of the internal control and risk management systems and the internal audit system, as the supervisory body with legal and statutory responsibility for these matters. • Give an opinion on the work plan and the resources allocated to the Internal Audit services. • Serve as the main spokesperson for the External Audit, be the first recipient of their reports, and be responsible for proposing remuneration Fiscal Board and ensuring that suitable conditions exist within NOS for the performance of these External Audit services. • Annually assess the External Audit and propose its dismissal or the termination of its service provision agreement to the competent body, whenever justified grounds exist for this purpose. • Assess the degree of internal compliance and the performance of the risk management system, in particular as the recipient of: (i) the reports on the External Audit’s assessment of the internal control system (ii); the annual report on the Internal Control Manual prepared by NOS. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

Audit and • As a specialised committee, advise the Board of Directors on certain matters, including those relating to the functions of the External Audit, Internal Audit Finance Committee and Risk Management, thereby reinforcing, in a complementary manner, the monitoring of these matters which is carried out by the Fiscal Board. 24 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

51. Details, even including organisational be deemed relevant, made by the Internal Audit or to highlight the way in which the Board of Directors effectively incurred are consistent with those structure, of hierarchical and/or functional Risk Management, in matters such as accounting, intervenes in the establishment of risk assumption objectives established by the Board of Directors dependency in relation to other boards identification or settlement of conflicts of interest objectives and their fulfilment as a managing body: as a managing body. or committees of the company. and detection of possible irregularities. — The Board of Directors defines and approves The remaining responsibilities in the creation, The hierarchical and functional relationships — The Internal Audit and the Risk Management the “Risk Management Policy” proposed by the functioning and periodic assessment are as follows: (the latter in the Internal Control part) also report Executive Committee. of the internal control and risk management functionally to the NOS Audit and Finance system are set out in the Regulations — The Internal Audit and the Risk Management Committee, as the specialised committee that — The Board of Directors approves the Company’s of the respective Company bodies or committees. report hierarchically to the NOS Executive advises the Board of Directors on certain matters, strategic plans proposed by the Executive Committee, specifically to the CFO (Chief including those concerning the Auditing and Committee and these plans do not exceed the risk Financial Officer). Risk Management functions, thus reinforcing, assumption objectives, taking into account that The Internal Audit and Risk Management complementarily, the supervision of these matters the Executive Committee respects the strategies (in the Internal Control area) functionally report already carried out by the Fiscal Board. and policies defined by the Board of Directors. to the NOS Fiscal Board which, as a supervisory body with legal and statutory responsibility for — The Internal Audit monitors the NOS Ethics — The executive Committee ensures the functioning assessing the functioning of the internal control Committee, in its capacity as the committee of the organisation’s internal control and risk and risk management systems and the internal responsible for overseeing and maintaining management system, using the powers delegated audit system, shall receive the corresponding the NOS Code of Ethics, for monitoring its by the Board of Directors. reports and must give an opinion on the work implementation and for ensuring that all members plan and resources allocated to the Internal Audit of corporate bodies and all employees of the — In any case, the responsibility to decide on matters services. The supervisory body shall evaluate Company comply with it. which should be regarded as strategic by virtue the degree of internal compliance and the of their value, risk or particular characteristics performance of the risk management system, in — The Risk Management should coordinate the is still of the Board of Directors (not delegated particular by receiving the reports on the External NOS Security & Privacy Team, as the core team to the Executive Committee). Audit assessment of the internal control system. responsible for coordinating security, privacy and In addition, the supervisory body should also continuity programmes. — The Board of Directors receives the relevant receive the annual report on the Internal Control reports arising from the Risk Assessments from Manual (including indicators on effectiveness, With regard to the internal control system and risk the Executive Committee, this being a periodic CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE coverage, etc.), as well as other reports that may management monitoring at NOS, it is also important control mechanism to ensure that the risks

25 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

Details, even if by including an organisational structure, of hierarchical and/or functional dependency in relation to other boards or committees of the Company.

INTERNAL GESTÃO AUDITING DE RISCO

AUDIT AND RISK MANAGEMENT

FISCAL CFO EXECUTIVE AUDIT AND FINANCE CORPORATE GOVERNANCE ASSESSMENT AND GENERAL BOARD COMMITTEE COMMITTEE COMMITTEE NOMINATIONS COMMITTEE MEETING

BOARD OF DIRECTORS

REMUNERATION EXTERNAL CORPORATE ETHICS COMMITTEE AUDITOR SECRETARY COMMITTEE

HIERARCHICHAL DEPENDENCE CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE FUNCTIONAL DEPENDENCE

26 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

52. Other functional areas responsible etc.) and Network and Service Supervision teams The approach adopted by NOS for Enterprise response strategies to the economic environment, for risk control. (network and service availability, interruption Risk Management (ERM), is to incorporate in coordination with response actions to competition incident management, etc.) monitor specific risks risk management into NOS strategic planning and technological innovation risks, which are In addition to the areas referred to in the preceding of the business; activities. During the preparation of annual Action described in the following items. sections, the Company has other functional areas and Resources Plans, as part of the Strategic with competence in internal control and risk — The technological areas, including Networks and Plans, the business areas consider risks that may Competition – This risk is related to the competition management that make a decisive contribution Information Systems, shall have indicators and compromise their performance and objectives and intensity of the market, potential reduction in the to maintaining and improving the control alerts for service disruption and security incidents define actions to manage those risks, within the prices of products and services, reduction in market environment. Particularly notable in this context at the operational level; levels of acceptance intended and established by share, loss of customers, and the increasing difficulty are the following business areas and processes: the Executive Committee. The plans are discussed of obtaining and retaining customers. — The various areas of business and individual and approved by the Executive Committee. — The areas of Planning and Control, in coordination employees are required to comply with the The management of competition risk over the with the corresponding pivots in the areas of procedures set out in the Internal Control Manual, In this section, the main risks inherent (to NOS last years has involved a strategy of investing in business, are responsible for monitoring the ensuring that all acts or transactions engaged in business), the relevant risks for NOS certifications constant improvement in quality, differentiation implementation of annual Action and Resource are appropriate and properly evidenced; (ISO certifications), and financial risks (related and innovation of products and services provided, Plans (as part of NOS strategic plans) and the to Key Audit Matters of the Financial External protection and diversification of the offer compared correspondent budgets and forecasts, in the — The various business areas must have internal Auditor), and also the respective strategies to the competition, crossing of offers between NOS financial and operational components; controls that ensure not only the commitment and actions that have been adopted for their businesses and the strengthening of the portfolio of the areas to the risk management and management are identified and described. A of audiovisual rights, as well as the constant — The Administrative and Financial areas have internal control environment, but also description of the risk assessment process made monitoring of customer preferences and/or needs. a central responsibility in managing the risks permanent monitoring of the effectiveness in 2020, which mainly identifies risks related to the The operational integration processes that have relating to Financial Information, as described and adequacy of these controls, as well COVID-19 context, can be found in section “3.6 taken place over the past years in NOS have elsewhere in this Report; as processes and indicators to monitor Risk Management” of the Management Report. contributed to the development of a competitive operations and Key Performance Indicators. position vis-à-vis its competitors. The evolution — The Legal and Regulatory areas must keep abreast for a transformation logic, whose key objectives of changes in the applicable legal and regulatory 53. Details and description of the major ECONOMIC RISKS are customer satisfaction, organisational fitness framework and the corresponding risks, given the economic, financial and legal risks to which and operational efficiency, is also essential. threats and opportunities they represent for the the company is exposed in pursuing its Economic Environment – With regard to the NOS competitive position; business activity. economic environment, see section “3.6 Risk NOS also continues to be aware of the potential CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE Management” of the Management Report, which consolidation and acquisition moves of its competitors — The Enterprise Business Assurance teams (usage The Company is exposed to economic, financial particularly describes risks related to the COVID-19 in the communications, content and entertainment 27 control, subscription fraud, consumption, content, and legal risks incidental to its business activities. context. Additionally, NOS has also used other industries, as well as the possible entry of new PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

competitors in the electronic communications sector, increase of FTTH coverage), multidevice TV services services, for which it develops resilience strategies, the COVID-19 environment, cybersecurity risks are made easy and already visible in the auction for the (incorporating innovative features); Smart Cities continuity plans and actions, as well as incident/ even more important, with NOS implementing a set acquisition of 5G frequency. solutions (processing and collecting analytical data crisis management scenarios and procedures. In this of measures described in section “3.6 Management on citizens and municipalities); creation of the 5G matter, during 2020, the objectives for recuperating Risk” of the Management Report (see “Cybersecurity” Technological Innovation – This risk is associated Fund (first fund exclusively dedicated to actively the services in case of failure of the communications risk). NOS has also been coordinating with some with the need for investment in increasingly investing in companies that have technologies and network were reviewed and several improvement external entities for promoting benchmarking and competitive services (high bandwidth data business models that can be driven on and leverage resilience actions of the infrastructures and services best practices sharing in Security and Privacy (ENISA services, multimedia services, messaging services, 5G technology). in the network were implemented. During the and ETIS). As a consequence of the COVID-19 multiplatform TV services, cloud services, pandemic, NOS has created a permanent COVID-19 pandemic and the increase of remote work in society infrastructure and information technology services, Business Interruption and Catastrophic Losses Crisis Office, and implemented several strategies and at large, the risk of fraudulent activities with the etc.), which are subject not only to accelerated (Business Continuity Management) – Given that risk response measures identified in section “3.6. purpose of compromising the security of information changes in technology but also to the actions the businesses of NOS are based above all on the Risk Management” of the Management Report (see of individuals and enterprises increases. Hence, NOS of players which act outside of the traditional use of technology, potential failures in technical- “Interruption/Catastrophic Losses” risk). NOS also implemented measures with the aim of incrementing communications market, like the OTT (over-the-top operational resources (network infrastructures, implemented several strategies and measures aimed the level of monitoring of external or internal players) operators. Risk is also related to changes information systems applications, servers, etc.) and at protecting not only the critical roles that guarantee cybersecurity threats and possible undue utilisation in mobile and fixed network infrastructures and human resources may cause a significant risk of business continuity, but also most of its employees of the information, including strengthening of technologies, covering key aspects such as coverage, business interruption, if they are not well managed. and partners, described in the section of Health and control over processes and technologies, besides the capacity, speed, security and resilience, highlighting This may imply other risks for the Company, such Safety in the Workplace risk. regular disclosure to its employees and customers the challenges of technological developments as adverse impacts on reputation, on the brand, of protection recommendations related to online associated with 5G networks. NOS has in place on revenue integrity, on customer satisfaction and Confidentiality, Integrity and Availability threats in the context of the pandemic, and good various initiatives on technological transformation on service quality, which may lead to the loss of (Information Security Management) – Bearing in security practices while working from home. which lay the foundation for long-term competitive customers. In the electronic communications sector, mind that NOS is the biggest corporate group in differentiation. The company has also been business interruption and other associated risks the area of communications and entertainment in Privacy (Personal Data Protection) – Privacy risks managing such risks through the introduction of may be aggravated because the services are in real the country, its businesses make intensive use of are becoming more important, and are mainly technologies, services and content which increase time (voice, data/internet and TV), and Customers information and of information and communication associated with changes in the legal requirements sustainability, mobility, accessibility and proximity, typically have low tolerance for interruptions. In order technologies that are typically subject to security and regulations on personal data protection common such as: single RAN mobile network compatible with to address these risks NOS develops and maintains risks, such as availability, integrity, and confidentiality. to all sectors of activity, but particularly applicable to 5G (modernisation of the infrastructure with the the BCM (Business Continuity Management) the protection of personal data, which is subject to upgrade to a single RAN - Radio Access Network – programme, which is aimed at Business Continuity Just like other operators, NOS is increasingly exposed specific regulations on security and privacy. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE prepared for 5G architecture), NGN fixed network management processes that covers buildings, to cybersecurity risks, related to external threats (continuation of the expansion of NGN – Next network infrastructures and the most critical to the electronic communications networks and to To address these risks, NOS is developing and 28 Generation Networks – infrastructure, including the activities and roles that support communications the surrounding cyberspace. As a consequence of maintaining an ongoing programme of initiatives PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

in order to implement Personal Data Protection contents fraud. In order to encourage secure use of Health and Safety in the Workplace – With the Environment – Risks related with environmental processes and monitor and continually improve communications services, it has developed various COVID-19 pandemic, this risk became very relevant. sustainability are increasingly relevant for the company compliance with the new General Data initiatives and implemented controls, including the long-term strategies of companies. As such, Protection Regulation (GDPR) and with other provision of an internal platform with information During the pandemic, NOS has created a permanent the sustainability mission for NOS advocates regulations that have an impact on privacy. We on service security risks and service fraud, as well COVID-19 Crisis Office, with the purpose of defining using the power of information technologies and highlight, as examples, the update of Privacy Policies, as the continuous improvement of processes to and implementing a broad range of structured communications to develop innovative solutions, strengthening of controls and monitorisation of monitor and mitigate these risks. Fraud controls are initiatives and contingency plans to ensure the contributing to an inclusive society, protecting processes for the exercise of data subject rights implemented to prevent anomalous situations of protection of employees. The main strategies for the the environment and driving social and economic by customers within the scope of GDPR, as well fraudulent use or situations of misuse with a direct protection of employees used since the initial phase of transformation. as the continual strengthening of customer impact on customer satisfaction, on potential service the crisis have been remote work for most employees management processes (consent, authentications, disruption and on the Company’s revenue, such as and the utilisation of personal protective equipment This way, the company incorporates into its etc). The Company also has a Data Protection Officer fraud relating to the illegal provision of premium TV (PPE) in the case of roles in the office or in the field. activities and into the development of products (DPO) with the responsibility of: i) monitoring the channel content or phishing via SMS directed at NOS and services the responsibility to minimise the conformity of data processing with applicable rules; customers. NOS has also joined initiatives run by NOS has implemented several personal protection impacts of the environmental footprint on NOS ii) act in the name of the Company in interacting the GSM Association (GSMA), namely the Fraud and measures in the workplace (respiratory hygiene, and other stakeholders. Within environmental with the national regulator for data protection Security Group (FASG). handwashing, masks worn in common and risks, climate change is especially relevant and as (CNPD - National Commission for Data Protection); circulation spaces, etc.), reinforced hygiene and such NOS participates in global initiatives with a iii) being a touchpoint with data subjects; iv) to Revenue and Cost Assurance (Enterprise Business protection measures in its buildings (alcohol view to reducing carbon emissions and promoting inform and advise controllers, or processors, about Assurance) – Electronic communications businesses gel dispensers, reinforced cleaning, ventilation, sustainable development, from which we highlight their obligations within the scope of privacy and are subject to inherent operational risks associated isolation rooms, etc), restrictions to the entrance of subscribing to UN’s “Business Ambition for 1.5ºC” data protection. NOS employees and partners with the assurance and monitoring of customer visitors to the buildings, restrictions on employee compromise, to limit global warming, and joining take on obligations of confidentiality, secrecy and revenue and costs, from the viewpoint of revenue travels, as well as to the participation in non- Lisbon, European Green Capital 2020 to which NOS personal data protection through data treatment flows and platform integrity. Billing processes essential meetings and events. A plan for the has committed itself in the long-term with specific deals and terms of responsibility, as well as through perform revenue controls, with regard to invoicing progressive return of employees to the workplace is actions on various fronts such as circular economy, communication and awareness initiatives and internal quality. NOS also has Business Assurance teams that under way, contemplating, when necessary, in view mobility, energy, sensitivity, and mobility. training courses on security and privacy. apply processes to control revenue integrity (under- of new waves of the pandemic in future periods, invoicing or over-invoicing) and processes for cost criteria to revert the return to the office and increase NOS also participates in the CDP Climate Change Service Fraud (Management of Communications control and use of services to present a consistent work from home. It should also be noted that 2020, which includes an exercise of identification Fraud) – Customer or third-party fraud is a common chain of revenue and costs, from the moment the health and safety measures in the workplace are and characterisation of risks and opportunities CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE risk in the communications sector. In view of this customer enters the provisioning systems, through articulated in strict coordination with the relevant related to climate change, with a view to disclosing situation, NOS has a team dedicated to Fraud control, the provision of the communications service and up health authorities, namely the Directorate-General to the market complete, rigorous, and transparent 29 including subscription fraud, consumption fraud and to the moment of invoicing and charging. for Health. information on the measurement and management PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

of how these risks and opportunities are integrated definition of a monthly plan of collection actions, with an effect that can last into future periods. In Portugal, ANACOM, as a sector regulator, is within the business. As a result of this participation, their follow-up and validation and the review of Liquidity and Interest Rate – These risks are responsible to ensure, among other things, the NOS was awarded with an A rating by the CDP, results. Where necessary, the procedure and the generally associated to declines of expected cash disclosure of and monitoring compliance to the putting NOS among the most well-prepared timings of these actions are adjusted to ensure flows or changes to their timing, which can expose applicable legislation to the sector, operators’ access companies to answer risks and opportunities that the receipt of customer debts. The aim is to companies to the inability to fulfil their financial or to the networks (in conditions of transparency and climate change places on the business. ensure that the amounts owed are effectively operational obligations in a timely manner, or the equality), as well as to promote competition and collected within the periods negotiated without need to contract new loans, as well as interest rate market development. FINANCIAL RISKS affecting the financial health of the Company. In variations which can generate lower income from addition, NOS has specific teams for Credit Control, applications than expected, higher financial costs In the context of operators access to the networks, Tax – The Company is exposed to changes in Collections and Litigation Management and, from loans than budgeted for, or a cost of debt we highlight the auction for the attribution of tax legislation and varied interpretations of the regarding some business segments, also subscribes exposed to high volatility. As a consequence of radioelectric spectrum frequencies for 5G, whose application of tax and tax related regulations in credit insurances. The COVID-19 pandemic has the COVID-19 pandemic, there is great uncertainty rules have very deep impacts related to competition several ways. The Finance Department contributes caused a significant reduction in the Litigation in financial markets, with higher costs likely in and investment capacity in the electronic to the management of this risk, monitoring all tax Management activity, especially in the first half of accessing financing in future periods. It should communications sector in Portugal. In fact, rules regulations and seeking to guarantee maximum tax 2020, partly due to the inability to place judicial be noted that NOS, in face of current challenges, set by ANACOM in the 5G auction regulations efficiency. This department may also be supported litigation processes in court. Moreover, specific has a robust capital structure, as well as a liquidity discriminate against the already existing operators by external consultants whenever the questions temporary legislation related to the COVID-19 position which has been strengthened during in the market, like NOS, in view of new entering being analysed are more critical and, for this reason, pandemic prohibited the suspension of essential the first quarter of 2020, after the successful operators, in issues such as access to the spectrum require interpretation by an independent entity. services, including electronic communications completion of two refinancing operations under conditions and investment obligations in 5G services, to customers who are in certain situations stable market conditions. Within the 2020 financing coverage, endangering the suitable implementation As a consequence of the COVID-19 pandemic, listed in the legislation (unemployment, loss operations, it is also highlighted that NOS was of 5G in the country and the wanted digital transition we note that NOS has made use of the deadline of income above a certain threshold, COVID-19 the first telecommunications operator in Portugal of companies, public sector and consumers, entailing extensions granted by the Tax Authority for infection). The legislation foresees the possibility to issue a sustainable financing line, materialised subsequent adverse effects related to Competition the submission of declarative obligations. of customers requesting the unilateral termination in the issue of 100 million Euros in commercial and Technological Innovation risks. It should be noted or the temporary suspension of communications paper, linking a part of the financing cost to the also that, at the end of 2020, NOS had ongoing legal Credit and Collections – These risks are associated contracts, with no penalties or additional clauses performance of NOS at a Sustainability level. cases against ANACOM, regarding the mentioned with a reduction in receipts from customers due for the customer or compensations for the auction rules and the award of frequency usage rights to possible ineffective or deficient operation provider. In case there are values due relative to LEGAL RISKS to Dense Air. of collection procedures and/or changes in the the provision of the service, a payment plan should CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE legislation that regulates the provision of essential be agreed, beginning in the last quarter of 2020. Legal and Regulatory – The electronic communications ANACOM is responsible for ensuring the disclosure services and have an impact on the recovery of As such, this legislation has a real impact on the market in Portugal is subject to a regulatory framework and enforcement of community directives and 30 customer debts. They are mitigated through the ability to execute collections from customers, emerging from European and national law. regulations that are directly applicable to the sector. PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

By the end of 2020, the process of transposition network and the terminal equipment of the customer intervention of the Portuguese Regulatory Authority The methodologies adopted for risk management into national legislation of the European Electronic for the purpose of defining the rules of traffic for the Media (ERC). Within NOS Group audio-visual and internal control take into account the references Communications Code (EECC) was in progress, which management. services, Law no. 74/2020 is highlighted, which provided by the bodies responsible for promoting brings together the four main European directives transposes into national legislation the European control mechanisms in the markets, including the applicable to the sector into a single document Within the European regulatory framework, we Audiovisual and Media Services Directive (AVMSD) aforementioned principles and recommendations (Framework Directive, Authorisation Directive, also highlight the publication of EU Toolbox for on the provision of audiovisual media services of the IPCG’s Corporate Governance Code, Access Directive, and Universal Service Directive). 5G Security, which identifies a set of measures to which includes additional obligations to those in alignment with the Companies Code. The transposition proposal of the EECC into national mitigate the main cybersecurity risks of 5G networks, service providers, such as minimum shares The methodologies also consider the applicable legislation, submitted by ANACOM, included a wide empowering national regulators to impose upon on the provision of European contents and contents legal and regulatory requirements. In addition, range of items related to consumer protection that do communications operators an increase of security in the Portuguese language, among others. for internal control aspects relating to ICT not arise from the EECC, and that are far from being requirements for mobile networks and the obligation (Information and Communication Technologies) consensual in Portugal or in the European Union. to perform an evaluation of risk profiles to select or Finally, it should be pointed out that the management frameworks such as COBIT (Control Objectives for exclude suppliers. of the existing regulatory and legal risks is ensured by Information and Related Technology) are considered. In addition, the sector regulator is responsible the Legal and Regulatory Department, which monitors for ensuring that operators comply with the EU Complementing the specific rules related with the evolution of the applicable legal and regulatory The risk management and internal control processes regulations directly applicable to Portugal, such as the the communications sector, NOS is also subject framework, considering the threats and opportunities at NOS shall be supported by a consistent and TSM Regulation which includes rules for roam-like- to horizontal legislation, in which case it is subject that they represent to the competitive position of NOS systematic methodology, based on international at-home and protection of network neutrality, and to the intervention of, among other entities, in the business areas in which it operates. reference standards such as the Enterprise Risk the Regulation (EU) 2018/1971, which sets maximum the National Data Protection Committee (CNPD) Management – Integrated Framework, issued prices for communications within the European Union. and the Competition Authority (AdC). In June 2020, 54. Description of the procedure for by COSO (Committee of Sponsoring Organisations the AdC sent a lawfulness note to the electronic identification, assessment, monitoring, of the Treadway Commission). ANACOM has been monitoring the application, in communications operators (MEO, NOS, NOWO, control and risk management. national territory, of the Net Neutrality Regulation, and Vodafone) regarding the suspicion of anti- Taking into consideration these reference in a year where the Body of European Regulators for -competitive practices perpetrated by these NOS has a Risk Management Policy that defines methodologies, the management and control Electronic Communications revised their guidelines operators in the online publicity market, with the AdC the methodologies, the entities involved and of risks are achieved using the main approaches for implementing the Regulation, clarifying: (i) the expecting to make a final judgment on the mentioned their responsibilities, available at https://www. and methods presented below: procedures regarding the assessment of zero rating lawfulness note in the 1st quarter of 2021. nos.pt/institucional/PT/investidores/governo-de- offers, (ii) the enforcement of the Regulation in the sociedade/Documents/NOS%20-%20Politica%20 context of 5G, M2M, and IoT, specifying the greater In addition, for the activities related with television de%20Gest%C3%A3o%20de%20Risco_dez_2019. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE flexibility these services have within specialised services and the supply of audio-visual contents, pdf, particularly sections “3.1.1. Risk management services, and (iii) the border between the operator’s the NOS Group companies are subjected to the methodologies” and the following. 31 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

CORPORATE RISK MANAGEMENT CONTINUOUS MONITORING OF RISKS AND CONTROLS — The Entity Level Controls are defined in corporate — The controls are aggregated by the business ENTERPRISE RISK MANAGEMENT (ERM) CONTINUOUS MONITORING (CM) terms, are applicable to all the group companies, cycles that give rise to the financial and aim to establish internal control guidelines for statements, and by the corresponding

This aims to align the risk management cycle with NOS subsidiaries; classes and subclasses of transactions. the NOS strategic planning cycle. It allows NOS This allows the continuous review of business processes, ensuring in a businesses to prioritise and identify critical risks preventive, proactive and dynamic way the maintenance of an acceptable Approach that may compromise their performance and level of risk and control. The Internal Control Manual systematises — Process Level Controls and IT/IS Controls are The Administrative and Financial Management objectives and take action to manage those risks. and references the controls, facilitating their dissemination and The approach provides for periodic risk monitoring promoting their compliance by the various stakeholders of NOS. defined in corporate terms and applied to NOS must, for the most significant situations, prepare and implementation of certain corrective actions. subsidiaries, adapted to their specific characteristics, a set of documents on the policies and procedures organisation and responsibility for processes. implemented and how they relate to the IFRS (International Financial Reporting Standards), as 1. Identify and evaluate risks that impact the business 1. Define processes, business cycles and data structure Given this breakdown, controls relating to the well as addressing potential sources of risk that may

2. Explore risks and their causes 2. . Establish control design collection of the information that serves as a basis materially affect accounting and financial reporting.

Method 3. Measure risks using indicators 3. Implement, disseminate and ensure the effectiveness of controls for the preparation of the financial statements are generally located in the departments of each Among these potential sources of risk, we would like 4. Manage risk through actions 4. Analyse and report status metrics of control implementation of the subsidiaries; controls related to the to highlight the following: 5. Monitor risks 5. Monitor action plans and update controls. processing, registration and accounting archive of this information are located, at corporate level, — Accounting estimates – The most significant in the Administrative and Financial Department. accounting estimates are described in the 55. Core details on the internal control and The main elements of the risk management Annexes to the Financial Statements. The risk management systems implemented in and internal control systems related to financial The internal control and risk management system estimates were based on the best information the company regarding the procedure for information are described in section “3.1.4. associated with financial statements includes several available during the preparation of the financial reporting financial information. Risk Management and Financial Information key controls, in which it is included the following: statements, and on the best understanding and Controls” of the NOS Risk Management Policy, best experience of past and/or present events; NOS is potentially exposed to risks related to available at https://www.nos.pt/institucional/ — The process of disclosure of financial information accounting and financial reporting processes. The PT/investidores/governo-de-sociedade/ is institutionalised, the criteria for preparation — Balances and transactions with related Company ensures the quality and improvement of the Documents/NOS%20-%20Politica%20de%20 and disclosure have been duly approved, are fully parties – The most significant balances and most relevant processes for preparing and disclosing Gest%C3%A3o%20de%20Risco_dez_2019.pdf. established and periodically reviewed; transactions with related parties are disclosed financial statements, in accordance with the accounting in the Annexes to the financial statements. For principles adopted and bearing in mind the objectives The functional responsibilities for financial — The use of accounting principles, explained in certain transactions with related parties there CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE of transparency, consistency, simplicity, and materiality. statements at the corporate level of NOS the Annexes to the Financial Statements notably are value thresholds (disclosed in the Corporate In this context, the Company’s attitude to financial risk and in the Group are distributed as follows: on the section regarding “Accountancy Policies”, Governance Report) above which the prior 32 management has been conservative and prudent. is one of the key pillars of the control system; opinion of the Fiscal Board must be requested. PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

NOS adopts various measures to help manage risks exchange rate and interest rate variations) and capital information and shareholders and remaining analysts, also assisting and supporting and to maintain a robust internal control environment, risk (related to financial loans and the remuneration of stakeholders can access this information on shareholders in the exercise of their rights; including initiatives of the following type: shareholders). the Company’s website (www.nos.pt/ir); d) organises regular meetings between the executive b) provides regular press releases, presentations, management team and the financial community — Conformity tests – These include periodical In the Annexes to the Financial Statements, namely and announcements on the quarterly, through attendance at specialised conferences and control self-assessment of the internal control in the “Risk Management Policies” section, more half-yearly and annual results, as well by holding roadshows both in Portugal and in the system and the consequent revision of the Internal specific information can be found on financial risk as on any relevant facts that occur; main international financial markets and frequently Control Manual, ensuring that it is always up to management policies, as well as on how risks c) it also provides full explanations to the meets investors who are visiting Portugal. date. Corrective action is also included on control associated with the financial statements are managed financial community in general – shareholders, procedures considered to be non-compliant as a and controlled. investors (institutional and private) and In 2020, the main Investor Relations events were: result of the compliance assessment work carried out by the Internal Audit and External Audit;

— Review and improvement of design of controls – IV. INVESTOR RELATIONS These include the review of the procedures of control and the strengthening of business 56. Department responsible for investor cycles and financial flows with levels of relevant assistance, composition, functions, DATE FORMAT LOCATION materiality, to improve the control environment the information made available by said 18 March Citigroup Telecoms Conference Virtual and the control and perception of current risks departments and contact details. 14 May UBS Small & Mid-Cap Conference Virtual (operational and financial). This reinforcement includes the creation of an aggregating vision The Investor Relations Department, comprised 15 May Roadshow Virtual

of the life cycles of the assets or the associated of 3 members, aims at ensuring the proper 5 June Made in Iberia Days Virtual financial flows, as well as the respective relationships with shareholders, investors and 2 September Barclays TMT Conference Virtual processes and systems that support them. analysts, under the principle of equal treatment, as well as with the financial markets in general and, 3 September Deutsche Bank European Conference Virtual

In addition to the financial risks referred to in the in particular, with Euronext Lisbon and with CMVM. 10 September Roadshow Virtual section on the main types of risks with an impact on 16 September BPI Iberian Conference Virtual the business, the Company is potentially exposed to This Department: other financial risks that may have an impact on the 17 September Goldman Sachs Communacopia Virtual CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE financial statements, such as credit risk (related to a) each year, publishes the management 19 November Morgan Stanley TMT Conference Virtual balances receivable), liquidity risk (related to sufficient report and accounts, also publishing 10 December ESN Conference Virtual 33 assets to cover liabilities), market risk (related to annual, half-yearly, and quarterly privileged PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

Anyone interested may request information V. WEBSITE Composition, Operation, and Delegation of The identity of the members of the NOS corporate from the Investor Relations Department, Powers of the Executive Committee https://www. bodies is in the “Board of Directors”, “Executive through the following contacts: 59. Address. nos.pt/institucional/PT/investidores/governo-de- Committee”, “Remuneration Committee”, “Board sociedade/documents/CE_deleg_2019_PT.pdf of the General Meeting”, “Fiscal Board”, and Rua Actor António Silva, n.º 9 NOS offers all legal, financial, and governance “Statutory Auditor” tabs at the website https:// 1600 - 404 Lisboa (Portugal) information on its website www.nos.pt. Regulations of the Corporate Governance www.nos.pt/institucional/PT/investidores/ Tel: +(351) 21 782 47 25 Committee https://www.nos.pt/institucional/ governo-de-sociedade/Paginas/default.aspx Fax: +(351) 21 782 47 35 60. Information on the firm, public company PT/investidores/governo-de-sociedade/ E-mail: [email protected] status, headquarters and other details Documents/Regulamento%20CGS_2019.pdf The market relations representative, as well referred to in article 171 of the Portuguese as the investor assistance office contacts or Companies Code. Regulations of the Audit and Finance comparable structure contacts are available Committee https://www.nos.pt/institucional/ at https://www.nos.pt/institucional/PT/ Information related to article 171 of the CSC can be PT/investidores/governo-de-sociedade/ investidores/contactos/Paginas/contactos.aspx found in the “Legal Identification” tab of NOS website Documents/Regulamento%20CAF_2019_.pdf 57. Market relations representative. https://www.nos.pt/institucional/PT/investidores/ 63. Documents relating to financial statements governo-de-sociedade/Paginas/default.aspx Regulations of the Appointments and Assessment reporting, which should be accessible for at NOS representative for market relations is Committee https://www.nos.pt/institucional/ least five years, and the half-yearly calendar Maria João Carrapato, Investor Relations Director. 61. Articles of association and regulations PT/investidores/governo-de-sociedade/ on corporate events that is published at the on the functioning of the boards and/or Documents/Regulamento%20CAF_2019_.pdf beginning of every six months, including, 58. Data on the extent and deadline committees. among others, general meetings, disclosure for replying to requests for information The Ethics Committee Regulations can be of annual, half-yearly and, where applicable, received throughout the year or pending Articles of Association of the Company https:// found at https://www.nos.pt/institucional/ quarterly financial statements. from preceding years. www.nos.pt/institucional/PT/investidores/ PT/investidores/governo-de-sociedade/ governo-de-sociedade/Paginas/default.aspx Documents/Regulamento%20CdE_2019.pdf The financial statements, as well as the calendar NOS has a record of all enquiries and their processing, of corporate events, can be found at NOS website: all of which have been immediately dealt with within Regulations of the Board of Directors https://www. 62. Information on the identity of the the maximum period of 24 business hours. nos.pt/institucional/PT/investidores/governo-de- Corporate Board’s members, the market https://www.nos.pt/institucional/PT/investidores/ sociedade/Documents/Regulamento%20CA_2019.pdf relations representative, the investor nos-em-numeros/Paginas/resultados.aspx It is to be noted that, as at 31 December 2020, there assistance office or comparable structure, CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE were no enquiries unanswered. Fiscal Board Regulations https://www.nos.pt/ respective functions and contact details. https://www.nos.pt/institucional/PT/investidores/ institucional/PT/investidores/governo-de-sociedade/ calendario-financeiro/Paginas/calendario.aspx 34 Documents/Regulamento%20CF%20NOS_2019.pdf PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

64. Notice convening the general meeting and D. REMUNERATION II. REMUNERATION COMMITTEE namely in listed companies, having the necessary all the preparatory and subsequent information knowledge to handle and decide on all matters of related thereto.. 67. Composition of the remuneration their expertise, including remuneration policy. I. THE POWER TO ESTABLISH committee, including details of natural or The notice convening the General Meeting and legal persons recruited to provide services In order to ensure a more assertive understanding all the preparatory and subsequent information 66. Details of the powers for establishing the to said committee and a statement on the of the effective qualifications, experience related thereto is disclosed at the website https:// remuneration of statutory boards, members independence of each member and advisor. and availability, the functions performed www.nos.pt/institucional/PT/assembleia-geral/ of the executive committee or chief executive by them, as well as their academic and Paginas/Assembleia-Geral-2020-Ata.aspx and directors of the Company. On 31 December 2020, the Remuneration professional qualifications and professional Committee had the following composition: activities, are in the Annex to this report. 65. Historical archive on the resolutions Under article 399 of the CSC and article 14 of the

passed at the Company’s general meetings, Company’s Articles of Association, the General Member Mário Leite da Silva share capital and voting results relating Meeting of shareholders or a committee appointed III. REMUNERATION STRUCTURE Member José Côrte-Real o the preceding 3 years. by it is responsible for setting the remuneration of the members of the statutory boards and 69. Description of the remuneration policy of the The historical archive on the resolutions passed other corporate bodies, taking into account The Remuneration Committee met 4 times in board of directors and supervisory boards as set at the Company’s general meetings, share capital the duties performed and the financial situation 2020, having decided on matters of assessment, out in article 2 of Law no. 28/2009 of 19 June. and voting results are available at NOS website of the Company. remuneration and definition of the goals of the https://www.nos.pt/institucional/PT/assembleia- Executive Committee. A Remuneration Committee declaration on geral/convocatorias/Paginas/arquivo.aspx When there is a Remuneration Committee, it shall be Minutes are always kept of meetings. the remuneration policy for NOS managing and made up of two or more members, shareholders or supervisory board members was submitted to not, and elected by the General Meeting (article 14(2) During 2020, the Remuneration Committee did the Company’s shareholders at a NOS General of the Company’s Articles of Association). not hire any advisory services to help comply with meeting on 19 June 2020, in compliance with its mission, without prejudice to doing so, freely, article 2 of Law no. 28/2009, of 19 June. A Remuneration Committee is appointed by NOS, whenever it deems necessary. which has the power to, namely, set the remuneration This policy (i) respects public companies of the members of the Board of the General Meeting, 68. Knowledge and experience in remuneration system best practices, which advising of the Board of Directors (including the Executive remuneration policy issues by members remuneration models composed by different Committee), and of the Fiscal Board. In turn, the of the remuneration committee. components, namely a fixed component as basic CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE remuneration of the directors of the Company is set remuneration and a variable component (applicable by the Executive Committee, in coordination with the The members of the Remuneration Committee hold only to Executive Board Members), which may be 35 People and Organisation Department. a vast and recognised management experience, composed of the attribution of an annual bonus, of PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

profit sharing and/or the implementation of share Plans – are deferred in time, in a three year period; of the Fiscal Board remuneration is composed and Amortisation”), Free Cash Flow after Interest and plans and (ii) is aligned with peer pratices. iv) actively ensures sustainable policy adoption only of a fixed component. Oppositely, executive Taxes and before Dividends, Financial Investments, over time, namely through the identification of members of the Board of Directors remuneration Acquisition of Own Shares, and Net Promoter Score. Under the terms of the policy, variable remuneration, previously defined business targets and due to the is also composed of a variable component, associated with the achievement of management deferral in time of the effective payment of variable composed of: profit sharing and share attribution. In 2020, there was no deviation from the application goals is applied through the following components: components being conditioned to the achievement of the current remuneration policy procedure. Profit Sharing and Share Allocation Plan. of objective requirements, linked to the Company’s NOS’ remuneration system also aims at ensuring the economic soundness; and v) is aligned with peer alignment of the Members of the Board of Directors 71. Reference, where applicable, to a variable The Profit sharing can be proposed to shareholders benchmarking. interests (namely, Executive Board Members, remuneration component and information by the Board of Directors. After assessment of who may benefit of a variable remuneration on any impact of the performance appraisal the total amount to be distributed, the amount to The non-executive members of the Board of Directors, component), with long term company targets. This on this component. be received by each member will also depend on as they are not responsible for carrying out the defined strategy’s success is dependent on its alignment alignment with the results. strategies in a daily basis, only receive a fixed amount. with clear and coherent targets, strict performance The variable remuneration, using the components evaluation metrics, as well as proper performance referred to above, seeks to consolidate a correct A Share Allocation Plan (NOS Plan), which was The members of the Fiscal Board only receive a fixed incentives that simultaneously leverage ethical policy for setting objectives with systems that approved at the General Meeting on 23 April 2014, component. standards, discouraging excessive risk adoption. properly reward the ability to execute and to obtain for employees that belong to some organizational results and to achieve ambitious performances, groups including Members of the Executive The Statutory Auditor is remunerated under the terms Therefore, the creation of value needs not just excellent discouraging short-term policies and instead fostering Committee aims to ensure the alignment of established in the contract, in accordance with the law. professionals, but also a framework of incentives that the development of sustainable medium and long- individual interest with company goals and NOS’ reflect both size and complexity of challenges. -term policies. The Share Allocation Plan defines shareholder interests, awarding goal achievement, In line with recommendation V.2.4. of IPCG’s the terms of the deferred shares vesting (deferral which foresees sustainable value creation, as well as Corporate Governance Code, the Remuneration Each year the Remuneration Committee, in of 3 years), in compliance with the legal requirements (ii) the strengthening of loyalty mechanisms. Committee attended the aforementioned NOS’ coordination with the Appointments and Assessment in force regarding variable remuneration deferral. General Meeting, in order to give information and Committee, defines the large variables to be Thus, NOS considers its Executive Board Member clarify shareholders. assessed and their corresponding objective amounts. It should also be noted that despite the current Share remuneration model has an adequate structure since Plan being in fact deferred in time, the Remuneration it i) defines a potential total maximum remuneration; 70. Structure of the remuneration policy of the The variable component of the Executive Directors Committee, with regard to the executive members, ii) awards performance, through a remuneration managing and supervisory boards as set out in was calculated using the performance of NOS limited the transformation of rights awarded aligned with stakeholder interest defence article 2 of Law no. 28/2009 of 19 June. as measured by the previously defined business under the current Plans to the confirmation CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE mechanisms; iii) discourages excessive risk indicators. In 2020, the following aggregates of the Company’s positive results, which requires adoption, as fifty percent of variable remuneration As mentioned on the previous note, non-executive were taken into consideration: Revenues, EBITDA compliance with the following additional condition: 36 components – Profit Sharing and Share Attribution members of the Board of Directors’ and members (“Earnings Before Interest, Taxes, Depreciation, PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

The consolidated net situation in the year n+3, MAXIMUM LIMITS ON VARIABLE REMUNERATION 73. The criteria whereon the allocation 74. The criteria whereon the allocation excluding any extraordinary movements occurred of variable remuneration on shares is based, of variable remuneration in options after the end of year n, and discounting an amount The value of the variable components (including and also on maintaining company shares that is based and details of the deferral period for each financial year correspondent to a pay-out of the Share Plans), when the allocation is decided the executive directors have had access to, and the exercise price. 40% on the net profit in the consolidated accounts by the Remuneration Committee, is limited to a on the possible share contracts, including of each year of the deferral period (irrespectively of maximum amount of 120% with regard to the fixed hedging or risk transfer contracts, No remunerations in options are implemented the effective pay out), must be higher than the one remuneration, in compliance with the best corporate the corresponding limit and its relation for Directors, that is to say that the Share Allocation calculated at the end of financial year n. Extraordinary governance practices in force on this subject. to the total annual remuneration value. Plan only allows the allocation of shares. movements, in the period between year n and n+3, include capital increases, purchase or sale of own GUARANTEE OF MINIMUM VARIABLE REMUNERATION The General Meeting approved on 23 April 2014 75. The key factors and grounds for any shares, extraordinary dividends, annual pay-out other the Share Allocation Plan (NOS Plan). In this context, it annual bonus scheme and any additional than 40% of the consolidated profit of the respective There are no contracts with guaranteed minimums for shall be noted that there are no hedging or risk transfer non-financial benefits. business year or other movements that affect the the variable remuneration, regardless of the Company’s contracts concerning a predefined amount of the net situation but do not arise from the Company’s performance, nor are there any contracts to mitigate total annual remuneration of the Executive Directors. In 2020, no significant other non-cash benefits operating profits. The net position of the year n+3 the inherent risk of the variable remuneration. Consequently, the risk underlying the corresponding were given. should be determined based on the accounting rules variability of the remuneration is not mitigated. used in year n, to ensure comparability. 72. Deferral of the payment of the 76. Key characteristics of the supplementary remuneration’s variable component, The share vesting period of this Plan is three years pensions or early retirement schemes The allocation of shares, under the approved plans, being specifying the relevant deferral period. from the date they are allocated; in other words, for directors and date when said schemes totally dependent on Group and individual performance, shares are actually delivered and made available to were approved at the general meeting, primarily aims to ensure the maximum creation of Half of the variable compensation allocated was the executive members only 3 years after they are on an individual basis. value from a medium and long-term perspective, thus deferred for three years and its payment is dependent allocated, if the conditions the delivery is subject to encouraging sustainable policies in the long term. on a positive future performance. The definition are satisfied, notably the positive performance under There are neither supplementary pensions nor early of this condition for future access to the variable the terms referred to in item 71 above. retirement schemes for Directors. These plans are described in a more detailed way remuneration was already explained in item 71 above. in item 86 of Chapter VI below. The current remuneration policy does not provide The objectives that are assessed generally the possibility of requesting the reimbursement correspond to profitability and growth variables that of the variable remuneration. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE ensure the development and the sustainability of the Company and, as an indirect result, of national 37 economy and its stakeholders as a whole. PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

IV. REMUNERATION DISCLOSURE Additionally, and regarding the performance of the Plan) and considers the individual contribute executive members during the financial year of 2020, of each executive director to that effect. 77. Details on the amount relating to the annual remuneration paid as a whole and individually rights will be allocated under NOS 2021-2024 share to members of the Company’s Board of Directors, including fixed and variable remuneration plan, with a vesting period for the shares of three 78. Any amounts paid, for any reason and, as regards the latter, reference to the different components that gave rise to same. years, subject to the Company’s future positive whatsoever, by other companies performance under the terms referred to in item 73. in a control or group relationship, During the course of 2020, the Director’s remuneration was as follows: or that are subject to a common control. The estimated (1) number of shares to be given NAME FIXED REMUNERATION PROFIT SHARING TOTAL to each director is detailed below: Executive Directors of NOS that also hold EXECUTIVE BOARD MEMBERS positions in other NOS Group companies do Miguel Nuno Santos Almeida 625,000 319,488 944,488 NAME NR. OF SHARES not receive any additional remuneration or

Ana Paula Garrido Pina Marques 387,500 197,741 585,241 EXECUTIVE BOARD MEMBERS other amounts in any ground whatsoever. José Pedro Faria Pereira da Costa 437,500 207,400 644,900 Miguel Nuno Santos Almeida 129,048 Jorge Filipe Pinto Sequeira dos Santos Graça 312,500 160,019 472,519 79. Remuneration paid in the form of profit Luís Moutinho do Nascimento 337,500 172,776 510,276 Ana Paula Garrido Pina Marques (2) - sharing and/or bonus payments and the Manuel António Portugal Ramalho Eanes 362,500 185,534 548,034 José Pedro Faria Pereira da Costa 83,773 reasons for said bonuses or profit sharing NON EXECUTIVE BOARD MEMBERS being awarded. Jorge Filipe Pinto Sequeira dos Santos Graça 64,635 Ângelo Gabriel Ribeirinho Santos Paupério 125,357 - 125,357 António Domingues 71,071 - 71,071 Luís Moutinho do Nascimento 69,788 The variable components to be paid based António Frederico Lobão Ferreira Correia Teles 67,860 - 67,860 Manuel António Portugal Ramalho Eanes 74,941 on the 2020 performance, including the António Bernardo Aranha Gama Lobo Xavier 66,428 - 66,428 Company’s profit sharing or the payment 422,185 Catarina Eufémia Amorim da Luz Tavira Van-Dúnem 56,430 - 56,430 of other components of the variable João Pedro Magalhães da Silva Torres Dolores 67,846 - 67,846 (1) The final number of rights to shares to be granted shall be determined on the remuneration, are described in item 71. basis of the average closing price, weighted by the respective volume of the shares Joaquim Francisco Alves Ferreira de Oliveira 56,430 - 56,430 in the 15 sessions preceding 31 March 2021. (2) Executive Board Member Ana Paula Garrido Pina Marques resigned as Executive Maria Cláudia Teixeira de Azevedo 56,430 - 56,430 Member of the Board of Directors on 18 December 2020, therefore no shares will 80. Compensation paid or owed to former be awarded. Ana Rita Ferreira Rodrigues 63,242 - 63,242 executive directors concerning contract Cristina Maria de Jesus Marques 37,157 - 37,157 From the description above arises the fact that termination during the financial year. José Carvalho de Freitas 52,964 - 52,964 total remuneration complies with the Company’s Jorge Manuel Brito Pereira 13,283 - 13,283 Remuneration Policy. Where applicable, the There were no compensations paid

CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE Mário Filipe Moreira Leite da Silva 20,693 - 20,693 variable remuneration takes into consideration or owed to former non-executive directors Paula Cristina Fidalgo Carvalho das Neves Oliveira 4,744 - 4,744 the Company’s long-term performance (key concerning contract termination during the 3,222,435 1,242,958 4,465,393 38 factor for the vesting of shares under the Shares 2020 financial year. PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

81. Details of the annual remuneration paid, as a whole and individually, to the members V. AGREEMENTS WITH In the case of early termination of the Directors’ of the company’s supervisory board for the purposes of Law no. 28/2009 of 19 June. REMUNERATION IMPLICATIONS term of office, in general, there are no additional compensatory conditions to those legally established, The remuneration of the members of the Fiscal Board, during 2020, was as follows: except in the case of a management contract that 83. The envisaged contractual restraints for stipulates specific conditions in this matter.

FISCAL BOARD FIXED REMUNERATION TOTAL compensation payable for the unfair dismissal of directors and the relevance thereof to the José Pereira Alves 45,000 45,000 remunerations’ variable component. Paulo Cardoso Correia da Mota Pinto 30,000 30,000 VI. SHARE ALLOCATION Patrícia Andrea Bastos Teixeira Lopes Couto Viana 30,000 30,000 The Directors of NOS, in the case of unfair dismissal, OR STOCK OPTIONS PLANS are entitled to compensation for damages suffered 105,000 105,000 in accordance with the applicable law and/or contract. 85. Share allocation or stock options plans.

The Remuneration Policy in force does not provide The objectives of the Share Allocation Plan in force in The members of the Fiscal Board do not receive any variable component, nor benefit from NOS share plans. any indemnity or compensation to members of the NOS Group, mentioning all the details needed to be Board of Directors regarding their resignation or any assessed (including the respective regulations) are: other form of termination of the term of office of director (other than the unfair dismissal) before its time, — To ensure the loyalty of collaborators in the with the exception of the sums established by law. different companies of the Group; 82. Details of the remuneration in said year of the Chairman of the Board of the General Meeting. 84. Reference to the existence and description, — To stimulate their creative and productive capacity The remuneration of the members of the Board of the General Meeting, during 2020, was as follows: with details of the sums involved, of agreements thus fostering business profits; between the company and members of the Board of Directors and managers, pursuant to — To create favourable recruitment conditions for GENERAL MEETING FIXED REMUNERATION TOTAL article 248-B(3) of the Portuguese Securities senior officers and high strategic value workers; Pedro Canastra de Azevedo Maia 18,000 18,000 Code that envisages compensation in the event

Tiago Antunes da Cunha Ferreira de Lemos 5,000 5,000 of resignation or unfair dismissal or termination — To align the interests of the collaborators with of employment following a change of control. the business objectives and the interests of NOS 23,000 23,000 (article 245-A(1)(l)). shareholders, rewarding their performance in CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE relation to value creation for NOS shareholders, reflected in the value of its shares on the stock 39 exchange. PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

This Plan, which applies to collaborators that 86. Characterisation of the plan (allocation 87. Stock option plans for the company except if the Executive Committee or Remuneration belong to some organisational groups (including conditions, non-transfer of share clauses, employees and staff. Committee, in the case of Executive Committee’s Executive Directors), is one of the pillars that criteria on share-pricing and the exercising members, considers at its sole discretion other criteria makes NOS a benchmark company in personal and option price, the period during which the CONDITIONS AND RESOLUTIONS ON THE NUMBER that are deemed to be more appropriate. Shares can professional development matters and stimulates the options may be exercised, the characteristics OF SHARES TO ALLOCATE TO BENEFICIARIES be delivered for no consideration or through a right to development and mobilisation of employees around of the shares or options to be allocated, the buy with a discount up to 90%. a common project. existence of incentives to purchase and/or Under the NOS Plan, the Executive Committee shall exercise options). select the beneficiaries of each plan and decide on a These shares, or the equivalent value in cash, are NOS Share Allocation Plan Regulations, which include case-by-case basis on the allocation of shares to the delivered after a deferral period of 3 years. However, all necessary elements for the correct evaluation NOS PLAN eligible collaborators. The Remuneration Committee has should dividends be distributed or if the nominal of the Plan, can be found at the Company’s website. this responsibility for Executive Committee members. value of the shares or share capital is changed during A Share Allocation Plan which was approved at the the deferral period, the initial number of shares under Through the Share Allocation Plan a number of shares General Meeting on 23 April 2014, for employees The allocation of shares to the respective the Plan will be altered to reflect the effects of these will be allocated, which is exclusively dependent on that belong to some organisational groups and beneficiaries depends entirely on performance changes, so that the plan is aligned with the total the compliance with the objectives established for are selected by the Executive Committee or by criteria, of both the Group and the individual. return achieved. NOS and on individual performance assessments. the Remuneration Committee if the beneficiary is a member of NOS Executive Committee. The number of shares to be allocated is established On 31 December 2020, the plans that allow the This compensation philosophy, through share using the amounts that are set with reference to delivery of shares are the following: programmes that help to align employees, The period for the vesting of shares under this the percentages of the remuneration earned by

in particular Executive Directors, with the creation Plan is three years from the date of grant, i.e., the beneficiaries, considering the assessment of NR. OF SHARES of shareholder value, is an important loyalty their effective delivery, and consequent availability NOS annual objectives as well as the assessment of NOS PLAN mechanism, apart from bolstering the performance will only occur after 3 years have elapsed individual performance. The specific number of shares culture of NOS Group, since their allocation depends since the respective grant. For the executive to be allocated will be, therefore, the result of the 2018 Plan 912,727

on compliance with the corresponding objectives. members of the Board, the conditions of positive division of the value provided by the average closing 2019 Plan 784,163 performance, as described in item 71 above, must price, weighted by the respective volume, of Shares in 2020 Plan 1,454,680 To make NOS a benchmark in terms of international additionally be met for their appointment. the fifteen trading sessions prior to the reference date, remuneration practices, adopting the best models of market-leader companies, is the main goal of these Plans, which have three main objectives: alignment CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE with sustainable and winning strategies, motivating collaborators and sharing created value. 40 PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

During the financial year, ended on 31 December 2020, the movements under the Plans are detailed as follows: E. TRANSACTIONS In turn, article 2(2.9)(g) of the Delegation of Powers determines that the Chairman of the Executive

2017 NOS PLAN 2018 NOS PLAN 2019 NOS PLAN 2020 NOS PLAN TOTAL WITH RELATED PARTIES Committee is responsible in particular for ensuring that the Board of Directors is informed, quarterly, BALANCE AS AT 31 DECEMBER 2019 856,299 866,098 739,162 - 2,461,559 of the transactions that, in connection with the MOVEMENTS IN THE PERIOD I. CONTROL MECHANISMS delegation of powers, have been entered into by the Company and Related Parties when in excess of the Awarded - - - 1,364,152 1,364,152 AND PROCEDURES individual amount of 10,000 Euros. Vested (855,334) (12,739) (11,491) (13,063) (892,627) 89. Mechanisms implemented by the company Cancelled / elapsed / corrected (1) (965) 59,368 56,492 103,591 218,486 for the purpose of controlling transactions The Audit and Finance Committee also scrutinises BALANCE AS AT 31 DECEMBER 2020 - 912,727 784,163 1,454,680 3,151,570 with related parties (for said purpose, these matters, article 3(j) of its regulations determines reference is made to the concept resulting that its powers include, in particular, the power to 1) It mainly includes corrections introduced by virtue of the dividend paid, shares related to plans exceptionally settled in cash and shares related from IAS 24). analyse and issue its prior opinion on the transactions with termination of relationships with employees, not benefiting from the vesting of the shares. between the Company and Related Parties. NOS has established control mechanisms and procedures for the Company’s transactions with In addition, the Fiscal Board, under its regulations, shareholders of qualified holdings, or with entities is responsible for issuing a prior opinion on relevant Share plan costs are recognised in the accounts 88. Control mechanisms for a possible with whom they are in any relationship, according business activities with Related Parties. over the period between the allocation employee-shareholder system inasmuch as to article 20 of the Portuguese Securities Code. and the vesting date of those shares. the voting rights are not directly exercised by On 4 November 2020, the Board of Directors said employees (article 245-A(1)(e)). Pursuant to article 3.(3.1)(o) of the Delegation of approved, with a favourable opinion by the Fiscal Total responsibility for the plans is calculated taking Management powers by the Board of Directors to the Board, a new Regulation for Transactions with Related into consideration the share price at the allocation LIMITS TO THE TRANSFER OF SHARES Executive Committee, the delegation did not cover the Parties, which laid down, in particular, procedures and date for the plans settled in shares, or at the close entering into of any transactions, between the Company criteria that are required to define the relevant level of date for the plans cash settled. As at 31 December The rights to the shares allocated can only be and shareholders of qualified holdings representing significance of business with shareholders of qualified 2020, liabilities for these plans (i.e., the value the disposed of after the respective vesting period, 2% or more of the voting rights and/or entities related to holdings – or with related parties – and thus business Company will bear) are 6,186 thousand Euros and the length of which is of 3 years, according to the them in any way pursuant to article 20 of the Portuguese of significant importance is dependent upon the prior are recorded under Reserves, in the amount of conditions described above. In the case of executive Securities Code, in excess of the individual amount opinion of that supervisory body, in strict compliance 5,141 thousand Euros, for the plans settled in shares, members who are beneficiaries of Share Plans, the of 75,000 Euros or the aggregate annual amount per with the legal requirements in force. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE and in Accruals of Costs, in the amount of transfer of the shares also depends on an extra supplier of 150,000 Euros (without prejudice to the 1,045 thousand Euros, for the plans settled in cash. condition related to the existence of future positive transactions having been approved in general terms 41 Company profits, also described in item 71. or in terms of framework by the Board of Directors). PART 1 MANDATORY INFORMATION CONCERNING SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE

90. Details of transactions that were subject transactions made in the previous quarter with each table below; (ii) transactions with a significant impact II. DATA ON BUSINESS DEALS to control in the referred year. holder of qualified shareholdings and/or related party. on the activities of NOS and/or its subsidiaries due The list of transactions carried out during 2020 can be to their nature or strategic importance, regardless 92. Details of the place where the financial During 2020, NOS did not do any significant business found in Note 44 of the Consolidated Annual Report. of their value; (iii) transactions made, exceptionally, statements including information on business or operation in economic terms for any of the outside normal market conditions, regardless of their dealings with related parties are available, parties involved with members of the managing and Transactions with holders of qualified shareholdings value, and (iv) transactions made, exceptionally, in accordance with IAS 24. supervisory boards or companies in a control or group and/or related parties require a prior opinion from the outside current activity, regardless of their value. relationship, that have not been conducted in normal Fiscal Board in the following cases: (i) transactions Relevant businesses with related parties, carried out market conditions for similar operations and that whose value per transaction exceeds a particular level Types and values of the transactions to be considered until 31 December 2020, can be found in note 44 are not a part of the current activity of the Company set forth in the Regulations and is described in the for the purposes of item (i) above: of the financial statements (pages 219 to 221) which and, as such, there were no transactions with related are included in the accounting documents, available parties subject to the Fiscal Board control. at the Company’s headquarters and on its website TYPE AMOUNT (http://www.nos.pt/institucional/PT/investidores/

91. A description of the procedures and criteria Transactions Sales, services, purchases and services obtained, informacao-financeira/Paginas/default.aspx). More than 1,000,000 Euros applicable to the supervisory body when it except in case of renovation of pending contracts provides preliminary assessment of the business Loans and other funding received and granted, More than 10,000,000 Euros deals to be carried out between the company except day-to-day management/operations up to 180 days

and the holders of qualified shareholdings Financial investments More than 10,000,000 Euros or entity-relationships with the former, as envisaged in article 20 of the Securities Code.

The Regulations on Transactions with Related The prior opinion of the Fiscal Board required for the The assessment to authorise and issue a prior Parties lays down internal procedures for control of transactions referred to in items (i) and (ii) above will opinion applicable to transactions with holders transactions with holders of qualified shareholdings, not be necessary in the case of: (i) interest and/or of qualified shareholdings and/or related parties considered suited to the transparency of the exchange rate hedging transactions through trading should take into account, among other relevant decision-making process, defining the terms of rooms or auctions and (ii) applications or financial aspects, the principle of equal treatment of intervention of the Fiscal Board in this process. investments through trading rooms or auctions. shareholders and other stakeholders, the interest of the Company and the impact, materiality, nature Thus, without prejudice to additional obligations, For the Fiscal Board to appraise the transaction and justification for each transaction. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE pursuant to these Regulations, by the end of the in question and issue an opinion, the Executive month following the end of each quarter, the Executive Committee must provide that body with all necessary 42 Committee shall inform the Fiscal Board of all the information and a reasoned justification. PART 2 CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

43 PART 2 CORPORATE GOVERNANCE ASSESSMENT

1. Details of the corporate governance code implemented. 2. Analysis of compliance with the corporate governance code implemented.

Pursuant to article 2 of CMVM Regulation No. 4/2013, NOS adopts the Recommendations set out in the Corporate The following table presents: i) the Recommendations on Corporate Gorvernance Code; ii) the corresponding level Governance Code of the IPCG - Instituto Português de Corporate Governance, published in 2018 and revised of observance by NOS, as at 31 December 2020 and justification of recommendations not applicable or not adopted; in 2020 (“Corporate Governance Code of the IPCG”), available on the website of this entity www.cgov.pt. and, also iii) reference to the Chapters of this Corporate Governance Report that describe the measures taken by the Company to comply with the aforementioned Recommendations in the Corporate Governance Code.

COMPLIANCE ANALYSIS OF THE 2020 CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE CODE ASSESSMENT CGR REFERENCE / COMMENTS

I. GENERAL PROVISIONS

General principle: Corporate Governance should promote and enhance the performance of companies, as well as of the capital markets, and strengthen the trust of investors, employees and the general public in the quality and transparency of management and supervision, as well as in the sustained development of companies.

The Company’s relationship with investors and disclosure I.1. Principle: Companies, in particular their directors, should treat shareholders and other investors equitably, by ensuring that mechanisms and procedures are in place for the suitable management and disclosure of information.

The Company should establish mechanisms to ensure, in a suitable and rigorous form, the production, management and timely disclosure I.1.1. Adopted Items 15, 22, 28, 29, 34, 56 to 65 of information to its governing bodies, shareholders, investors and other stakeholders, financial analysts, and to the markets in general.

Diversity in the composition and functioning of the company’s governing bodies Principle I.2.A: Companies ensure diversity in the composition of their governing bodies, and the adoption of requirements based on individual merit in the appointment procedures that are exclusively within the powers of the shareholders. I.2. Principle I.2.B: Companies should be provided with clear and transparent decision-making structures and ensure a maximum effectiveness of the functioning of their governing bodies and committees. Principle I.2.C: Companies ensure the functioning of their governing bodies and committees is properly registered, in minutes, that enables knowing not only the meaning of the adopted decisions, but also the grounds and opinions provided by its members.

Companies should establish standards and requirements regarding the profile of new members of their governing bodies, which are suitable according to the roles to be carried I.2.1. out. Besides individual attributes (such as competence, independence, integrity, availability, and experience), these profiles should take into consideration general diversity Not Adopted requirements, with particular attention to gender diversity, which may contribute to a better performance of the governing body and to the balance of its composition.

CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE The company’s managing and supervisory boards, as well as their committees, should have internal regulations — specifically regulating the performance of their duties, their I.2.2. Adopted Items 22, 27, 29, 34 and 61 Chairmanship, frequency of meetings, their functioning and the duties of their members — and detailed minutes of the meetings of each of these bodies should be carried out.

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I.2.3. The composition and the number of annual meetings of the managing and supervisory bodies, as well as of their committees, should be disclosed on the company’s website. Adopted Items 60 to 65

A whistleblowing policy must be implemented that ensures the suitable means for the communication and processing of irregularities, I.2.4. Adopted Item 49 safeguarding the confidentiality of the reported information and the identity of the reporter, whenever it is requested.

Relationship between the company bodies Principle: Members of the company’s boards, especially directors should, considering the duties of each of the boards, create the appropriate I.3. conditions to ensure balanced and efficient measures to allow for the different governing bodies of the company to act in a harmonious and coordinated way, in possession of the suitable amount of information in order to carry out their respective duties.

The articles of association, or other equivalent means adopted by the company, should establish mechanisms that, within the limits of applicable laws, permanently ensure that the members of the managing and supervisory boards are provided with access to all the information and company’s collaborators, in order to appraise the I.3.1. Adopted Items 21, 22, 29 and 34 performance, current situation and perspectives for further developments of the company, including minutes, documents supporting decisions that have been taken, calls for meetings, and the archive of the meetings of the managing board, without impairing access to any other documents or people that may be requested for information.

Each of the company’s boards and committees should ensure the timely and suitable flow of information, especially regarding the respective calls for meetings and I.3.2. Adopted Items 22, 29 and 34 minutes, necessary for the exercise of the competences, determined by law and the articles of association, of each of the remaining boards and committees.

Conflicts of interest I.4. Principle: The existence of current or potential conflicts of interest, between members of the company’s boards or committees and the company, should be prevented. The non-interference of the conflicted member in the decision process should be guaranteed.

Under internal regulations or equivalent, members of the managing and supervisory boards and internal committees are bound to inform the respective I.4.1. Adopted Item 26 board or committee whenever there are facts that could constitute or give rise to a conflict between their interests and the Company’s interest.

Procedures should be adopted to guarantee that the member in conflict does not interfere in the decision-making process, without prejudice I.4.2. Adopted Item 26 to the duty to provide information and other clarifications that the board, the committee or their respective members may request.

Related party transactions I.5. Principle: Due to the potential risks that they may hold, transactions with related parties should be justified by the interest of the Company and carried out under market conditions, subject to principles of transparency and adequate supervision.

1.5.1. The managing body should disclose in the governance report or through another publicly available means the internal procedure for verifying related party transactions. Adopted Items 34 and 89 to 91

The managing body should report the results of the internal procedure for verifying related party transactions, I.5.2. Adopted Items 90 and 91 including the transactions under analysis, to the supervisory body, at least every six months.

c SHAREHOLDERS AND GENERAL MEETINGS

Principle: As an instrument for the efficient functioning of the Company and the fulfilment of the corporate purpose of the Company, II.A the suitable involvement of the shareholders in matters of corporate governance is a positive factor for the Company’s governance. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

Principle: The Company should stimulate the personal participation of shareholders in general meetings, as a space for communication II.B by the shareholders with the Company’s boards and committees and also for reflection about the Company itself. 45 PART 2 CORPORATE GOVERNANCE ASSESSMENT

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II.C Principle: The Company should implement adequate means for participation and remote voting for the shareholders in the meeting.

The Company should not set an excessively high number of shares to confer voting rights, and it should make its choice clear in the corporate II.1. Adopted Item 12 governance report every time its choice entails a diversion from the general rule: that each share has a corresponding vote.

The Company should not adopt mechanisms that make decision making by its shareholders (resolutions) II.2. Adopted Item 14 more difficult, specifically, by setting a quorum higher than that established by law.

II.3. The Company should implement adequate means for shareholders remote participation in the General Meeting, proportionate to its size. Adopted Item 12

Item 12 The Company further notes that the raison d’être of this Recommendation (i.e., to fully enable shareholders to exercise their voting rights) is ensured II.4. The Company should implement adequate means for exercising the remote voting right, including by postal voting and by electronic means. Adopted by other mechanisms, such as postal voting (commonly used), and by electronic means, with information on such possibilities promptly made available to the general public through the publication of a notice of meeting and other documents (including the ballot paper and forms) on the Company’s website.

N/A The Company’s Articles of Association, which specify the limitation of the number of votes that can be held or exercised by a sole shareholder, individually or in coordination The Company’s Articles of Association II.5. with other shareholders, should equally provide that, at least every five years, the amendment or maintenance of this rule will be subject to a shareholder resolution do not set any limit on the number Item 13 – without increased quorum in comparison to the legally established – and in that resolution, all votes cast will be counted without observation of the imposed limits. of votes that can be held or exercised by each shareholder.

The Company should not adopt mechanisms that imply payments or assumption of fees in the case of the transfer of control or the change in the composition of the II.6. Adopted Items 2, 4 and 5 managing body, and which are likely to harm the economic interest in the free transferability of shares and a shareholder assessment of the performance of the directors.

III. NON-EXECUTIVE MANAGEMENT, MONITORING AND SUPERVISION

Principle: The members of governing bodies who possess non-executive management duties or monitoring and supervisory duties III.A should, in an effective and judicious manner, carry out monitoring duties and encourage executive management to fully accomplish the corporate purpose, and this should be complemented by committees for areas that are central to corporate governance.

Principle: The composition of the supervisory body and the non-executive directors should provide the Company III.B with a balanced and suitable diversity of skills, knowledge, and professional experience.

Principle: The supervisory body should carry out permanent oversight of the Company’s managing body, including from III.C a preventive perspective, and monitor the Company’s activity, particularly the decisions of fundamental importance.

Without prejudice to the legal powers of the Chairman of the Board of Directors, if he or she is not independent, the independent directors should appoint a coordinator (lead independent director) from amongst them, namely, to: (i) act, when necessary, as an interlocutor near the Chair of the III.1. Not Adopted Item 18 Board of Directors and other directors, (ii) ensure that there are the necessary conditions and means to carry out their functions; and (iii) coordinate

CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE the independent directors in the assessment of the performance of the managing body, as established in recommendation V.1.1.

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The number of non-executive members in the managing body, as well as the number of members of the supervisory body and the number of the members III.2. of the committee for financial matters should be suitable for the size of the Company and the complexity of the risks intrinsic to its activity, but sufficient Adopted Items 17, 18, 29 and 31 to ensure, with efficiency, the duties which they have been attributed, and the formulation of this adequacy finding should be in the governance report.

III.3. In any case, the number of non-executive directors should be higher than the number of executive directors. Adopted Items 17 and 18

Each company should include a number that corresponds to no less than one third, but always plural, of non-executive directors who satisfy the legal requirements of independence. For the purposes of this recommendation, an independent person is one who is not associated with any specific group of interest of the Company, nor under any circumstance likely to affect his/her impartiality of analysis or decision, namely due to: i) Having carried out functions in any of the Company’s bodies for more than twelve years, either on a consecutive or non-consecutive basis; ii) Having been a prior staff member of the Company or of a Company which is considered to be in a controlling or group relationship with the Company in the last three years; iii) Having, in the last three years, provided services or established a significant business relationship with the Company or a company which is considered III.4. Not Adopted Item 18 to be in a controlling or group relationship, either directly or as a shareholder, director, manager or officer of the legal person; iv) Having been a beneficiary of remuneration paid by the Company or by a company which is considered to be in a controlling or group relationship other than the remuneration resulting from the exercise of a director’s duties; v) Having lived in a non-marital partnership or having been the spouse, relative or any first degree next of kin up to and including the third degree of collateral affinity of company directors or of natural persons who are direct or indirect holders of qualified shareholdings; vi) Having been a holder of qualified shareholdings or representative of a holder of qualified shareholdings.

The provisions of (i) recommendation III.4 does not inhibit the qualification of a new director as independent if, between III.5. N/A There are no directors under these conditions. the termination of his/her functions in any of the appointment, a period of three years has elapsed (cooling-off period).

The supervisory body, in observance of the powers conferred to it by law, should, prior to its final approval by the III.6. Adopted Items 34 and 38 managing body, evaluate and pronounce itself on the strategic lines and the risk policy.

Companies should have specialised committees covering matters of corporate governance, appointments and performance assessments, separately III.7. or cumulatively. If the remuneration committee provided by article 399 of the Portuguese Companies Code has been created, and due to not being Adopted Items 27, 29 and 67 prohibited by law, this recommendation may be complied with the attribution of powers to this committee on the aforementioned matters.

IV. EXECUTIVE MANAGEMENT

Principle: As a way of increasing the efficiency and the quality of the managing body’s performance and the suitable flow of information to the board, the daily IV.A management of the Company should be carried out by executive directors with qualifications, powers and experience suitable for the role. The executive board is responsible for the management of the Company, pursuing the Company’s objective and aiming to contribute towards the Company’s sustainable development.

Principle: Besides the costs and the desirable agility in the functioning of the executive board, the size of the Company, the complexity IV.B of its activity, and its geographical spread should be taken into account in determining the number of executive directors.

The managing body should approve, by internal regulations or equivalent, the rules regarding the action of the executive IV.1. Adopted Item 29 directors and how these are to carry out their executive functions in entities outside of the Group.

CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE The managing body should ensure that the Company acts consistently with its objectives and does not delegate powers, namely, in what IV.2. regards: (i) the definition of the strategy and main policies of the Company; (ii) the organisation and coordination of the business structure; Adopted Item 21 (iii) matters that should be considered strategic in virtue of the amounts involved, the risk, or special characteristics. 47 PART 2 CORPORATE GOVERNANCE ASSESSMENT

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In the annual report, the managing body specifies in which terms the established strategies and main policies strive to ensure IV.3. Adopted Item 21 the long-term success of the Company and which are the main contributions arising for the community in general.

V. ASSESSMENT OF PERFORMANCE, REMUNERATION AND APPOINTMENTS

Annual assessment of performance V.1. Principle: The Company should assess the performance of the executive board and its members individually, and also the assessment of the overall performance of the managing body and its specialised committees.

The managing body should annually evaluate its performance as well as the performance of its committees and delegated directors, taking into V.1.1. account the accomplishment of the company’s strategic plans and budget plans, the risk management, the internal functioning and the contribution Adopted Items 24, 25, 29, 70, 71 and following of each member of the body to these objectives, as well as the relationship with the Company’s other bodies and committees.

Remuneration Principle: The remuneration policy of the members of the managing and supervisory boards should allow the company to attract qualified professionals at V.2. A. an economically justifiable cost in relation to its financial situation, induce the alignment of the member’s interests with those of the Company’s shareholders — taking into account the wealth effectively created by the Company, its financial situation and the market’s — and constitute a factor of development for a culture of professionalisation, sustainability, promotion of merit and transparency within the Company.

Directors should receive a remuneration that: i) adequately reciprocates the taken responsibilities, availability, and expertise placed at the Company’s service; V.2. B. ii) guarantees an action aligned with the long-term interests of the shareholders and promotes the sustainable action of the Company; and iii) rewards performance.

The Company should create a remuneration committee, the composition of which should ensure its independence from the managing V.2.1. Adopted Items 66 to 70 board, and this remuneration committee can be the one mentioned in article 399 of the Portuguese Companies Code.

V.2.2. The remuneration should be set by a remuneration committee or by the general meeting, under proposal of the former. Adopted Item 66

For each term of office, the remuneration committee or general meeting, under proposal of the former, should also approve V.2.3. the maximum amount of all compensations payable to any member of a board or committee of the company due to the respective Not Adopted Item 83 termination of office, with this situation and amounts being disclosed in the governance report or in the remuneration report.

In order to provide information or clarifications to shareholders, the chair or, in the event of his/her impediment, another member of the remuneration V.2.4. committee should be present at the annual general meeting, as well as at any other, whenever the respective agenda includes a matter linked with Adopted Item 69 the remuneration of the members of the Company’s boards and committees or if such presence has been requested by the shareholders.

Within the company’s budgetary limitations, the remuneration committee should be able to decide, freely, on the hiring, V.2.5. Adopted Item 67 by the company, of necessary or convenient consulting services to carry out the committee’s duties.

The remuneration committee should ensure that those services are provided independently and that the respective providers do not provide

CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE V.2.6. Adopted Item 67 other services to the company, or to others in a controlling or group relationship, without the express authorisation of the committee.

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Considering the alignment of interests between the company and the executive directors, a part of their remuneration should be V.2.7. Adopted Item 70 of a variable nature, reflecting the sustained performance of the company, and not stimulating the assumption of excessive risks.

A significant part of the variable component should be partially deferred in time, for a period of no less than three years, thereby necessarily V.2.8. Adopted Item 71 connecting it to the confirmation of the sustainability of the performance, in the terms defined by the company’s internal regulations.

When the variable remuneration includes the allocation of options or other instruments directly or indirectly dependent on the value V.2.9. N/A N/A of shares, the start of the exercise period should be deferred in time for a period of no less than three years.

V.2.10. The remuneration of non-executive directors should not include components dependent on the performance of the Company or on its value. Adopted Items 69 and 78

Appointments V.3. Principle: Regardless of the manner of appointment, the profile, the knowledge and the curriculum of the members of the Company’s governing bodies and the executive staff should be suited to the functions carried out.

The Company should, in terms that it considers suitable, but in a demonstrable form, promote that proposals for the appointment of the members of the Company’s V.3.1. Adopted Item 29 governing bodies are accompanied by a justification in regard to the suitability of the profile, the skills and the curriculum vitae to the duties to be carried out.

The overview and support to the appointment of members of senior management should be attributed NOS considers that its human resources department, in coordination with the V.3.2. Not Adopted Executive Committee, has the necessary powers to perform these functions to an appointment committee, unless this is not justified by the Company’s size. with regard to managers who are not members of corporate bodies.

NOS has not adopted a committee for the purposes of Recommendation V.3.2 V.3.3. This appointment committee includes a majority of non-executive, independent members. N/A and therefore Recommendation V.3.3 is not applicable to it in this way.

The appointment committee should make its terms of reference available, and should foster, to the extent of its powers, transparent selection processes that NOS has not adopted a committee for the purposes of Recommendation V.3.2 V.3.4. include effective mechanisms for identifying potential candidates, and ensure that those chosen for proposal are those who present the highest degree of merit, N/A and therefore Recommendation V.3.3 is not applicable to it in this way. are best suited to the demands of the duties to be carried out, and will best promote, within the organisation, suitable diversity, including gender diversity.

VI. INTERNAL CONTROL

Principle: Based on its mid and long-term strategies, the company should establish a system of risk management and control, and of internal audit, which allows for the anticipation and minimisation of risks inherent to the Company’s activity.

VI.1. The managing body should debate and approve the Company’s strategic plan and risk policy, which should include the definition of limits in risk assumption matters. Adopted Items 50 and following

The supervisory body should organise itself internally, implementing periodic controls procedures and mechanisms aiming VI.2. Adopted Item 50 to ensure the risks effectively incurred by the Company are consistent with the objectives established by the managing body.

The internal control system, having the risk management, compliance, and internal audit duties, should be structured in terms suitable VI.3. for the size of the Company and the complexity of the risks intrinsic to its activity, with the supervisory body assessing it and, Adopted Item 51 within the scope of supervising the efficiency of this system, proposing the adjustments that may be deemed necessary. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

The supervisory body should give an opinion on the work plans and resources allocated to the internal control system services, VI.4. Adopted Item 51 including the risk management, compliance, and internal audit duties, and can propose the adjustments that may be deemed necessary. 49 PART 2 CORPORATE GOVERNANCE ASSESSMENT

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The supervisory body should receive the reports made by the internal control services, including the risk management, compliance, and internal audit duties, VI.5. Adopted Item 51 at least when matters related to accounting, identification or conflicts of interest resolution, and detection of potential irregularities are at issue.

Based on its risk policy, the Company shall establish a risk management duty, identifying (i) the main risks to which it is subject in the conduct of its business, (ii) the VI.6. Adopted Items 53 and 54 probability of their occurrence and their impact, (iii) the instruments and measures to be adopted to mitigate them, and (iv) the monitoring procedures for follow-up.

The company should establish monitoring procedures, periodical assessment and adjustment of the internal control system, including an annual evaluation of the level VI.7. Adopted Item 54 of internal compliance and the performance of the risk management system, as well as future perspectives for amendments of the structures of risk previously defined.

VII. FINANCIAL STATEMENTS AND ACCOUNTING

Financial statements Principle VII.A: The supervisory body shall, independently and diligently, ensure that the managing body meets its responsibilities in choosing appropriate VII.1 accounting policies and criteria and in establishing appropriate systems for financial reporting, risk management, internal control and internal audit. Principle VII.B: The supervisory body shall promote adequate coordination between the work of internal audit and statutory audit.

The internal regulations of the supervisory body shall require that it oversees the adequacy of the process of preparing and disclosing VII.1.1. financial information by the managing body, including the adequacy of accounting policies, estimates, judgements, relevant Adopted Item 34 disclosures and their consistent application between financial years, in a duly documented and reported manner.

Statutory audit and supervision VII.2 Principle: The supervisory body should establish and monitor clear and transparent formal procedures on the relationship of the company with the statutory auditor, as well as on the supervision of compliance by the auditor, with rules regarding independence imposed by law and professional regulations.

Through the use of internal regulations, the supervisory body should define, under the applicable legal regime, VII.2.1. Adopted Item 34 the supervision procedures aimed at ensuring the independence of the statutory auditor.

The supervisory body should be the main interlocutor of the statutory auditor in the company and the first recipient of the respective reports, having the powers, VII.2.2. Adopted Items 34 and 37 namely, to propose the respective remuneration and to ensure that adequate conditions for the provision of services are ensured within the company.

The supervisory body should annually assess the services provided by the statutory auditor, their independence and their suitability in carrying out VII.2.3. Adopted Items 34 and 37 their functions and propose their dismissal or the termination of their service contract by the competent body when this is justified for due cause. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

50 ANNEX CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

51 ANNEX

BOARD OF DIRECTORS Professional Experience • Porto Business School Member of the Superior Council • Chairman of the Board of Directors of NOS Corporate • Tecnopor – Structural Design Project Engineer (1982-1984) (2011-2015) Center, S.A. Ângelo Gabriel Ribeirinho • EDP – Eletricidade de Portugal – Manager (1984-1989) • Sonaecom - Serviços Partilhados, SA - Chairman of the • Chairman of the Board of Directors of NOS Wholesale, S.A. dos Santos Paupério • Sonae Tecnologias de Informação, SA – Leader of the Board of Directors (2012-2016) • Chairman of the Board of Directors of NOS Property, S.A. CHAIRMAN OF THE BOARD OF DIRECTORS Television Project Team (1989-1991) • Sonae RE, SA - Chairman of the Board of Directors • Chairman of the Board of Directors of NOS Audio - Sales • Modelo Continente Hipermercados, SA – Director (1989-2007) (2013-2016) and Distribution, S.A. Qualifications • Sonae Investimentos, SA (currently Sonae – SGPS, SA) Head • Sonaegest – Sociedade Gestora de Fundos de Investimento, • Degree in Civil Engineering from Faculty of Engineering of Planning and Management Control (1991-1994) SA – Chairman of the Board of Directors (2013-2016) Professional Experience of the University of Porto • Sonae Distribuição, SGPS, SA (currently Sonae MC, SGPS, • Sonae SGPS, SA - Co-CEO (2015 – 2019) • Member of the Executive Committee of Optimus • Master in Companies Management MBA SA) Director of several subsidiaries – Retail (1994-1996) Comunicações, S.A.(2010-2013) (Porto Business School) • Sonae Distribuição, SGPS, SA (currently Sonae MC, SGPS, Miguel Nuno Santos Almeida • Member of the Board of Directors and Executive Director SA) (1996-2007) CHAIRMAN OF THE EXECUTIVE COMMITTEE of Sonaecom, SGPS, S.A. (2005-2013) Offices held in other companies as of 31.12.2020 • CFO Sonae Capital, SGPS, SA – Executive Member of the • Chairman of the Board of Directors of Sonaecom, SGPS, S.A. Board of Directors (1996-2007) Qualifications Ana Paula Garrido de Pina Marques • Chairman of the Board of Directors of Sonae Investment • Sonae – SGPS, SA – Member of the Board of Directors, CFO, • Degree in Mechanical Engineering from Faculty VICE-CHAIRMAN OF THE EXECUTIVE COMMITTEE Management – Software and Technology, SGPS, S.A. and Chairman of the Finance Committee (2000-2007) of Engineering of the University of Porto • Chairman of the Board of Directors of Público – • MDS – Corretor de Seguros, SA – Member of the Board • MBA from INSEAD Qualifications Comunicação Social, S.A. of Directors (2004-2009) • Degree in Economy from Faculty of Economics • Chairman of the Board of Directors of Sonae Holdings, S.A. • Sonae Investments BV – Executive Member of the Board Offices held in other companies as of 31.12.2020 of the University of Porto • Chairman of the Board of Directors of Enxomil – Consultoria of Directors (2005-2016) • Chairman of the Board of Directors of NOS Comunicações, S.A. • MBA from INSEAD e Gestão S.A. • Sontel BV – Executive Member of the Board of Directors • Chairman of the Board of Directors of NOS Technology • Chairman of the Board of Directors of Público – Sociedade (2006-2016) – Concepção, Construção e Gestão de Redes Offices held in other companies as of 31.12.2020 Imobiliária S.A. • Sonae – SGPS, SA – Executive Vice-Chairman of the Board de Comunicações S.A. • Member of the Board of Directors of NOS Comunicações, S.A. • Member of the Board of Directors of Sonae MC – SGPS, S.A. of Directors (2007/April 2015) • Chairman of the Board of Directors of NOS Sistemas • Member of the Board of Directors of NOS Technology • Member of the Board of Directors of Efanor Investimentos, • MDS, SGPS, SA – Member of the Board of Directors (Chairman – Serviços em Tecnologia de Informação S.A. – Concepção, Construção e Gestão de Redes SGPS, S.A. of the Board of Directors since October 2014) (2007/March2018) • Chairman of the Board of Directors of NOS Inovação, S.A. de Comunicações S.A. • Member of the Board of Directors of Sonae, SGPS, S.A. • Sonaerp – Retail Properties, SA – Chairman of the Board • Chairman of the Board of Directors of NOS Açores • Member of the Board of Directors of NOS Sistemas – • Member of the Board of Directors of Sonae Capital, SGPS, S.A. of Directors (2010-2016) Comunicações S.A. Serviços em Tecnologia de Informação S.A. • Member of the Board of Directors of Sonae Sierra, SGPS, S.A. • Sonae – Specialized Retail, SGPS, SA (Merger Sonae • Chairman of the Board of Directors of NOS Lusomundo • Member of the Board of Directors of NOS Inovação, S.A. • Member of the Board of Directors of Sonae FS, S.A. MC – Modelo Continente, SGPS, SA) Vice-Chairman Audiovisuais, S.A. • Member of the Board of Directors of NOS Corporate Center, S.A. • Member of the Board of Directors of ZOPT, SGPS, S.A. of the Board of Directors (2010-2016) • Chairman of the Board of Directors of NOS Lusomundo • Member of the Board of Directors of NOS Wholesale, S.A. • Member of the Board of Directors of Fundação Manuel • MDS Auto – Mediação de Seguros, SA – Chairman of the Cinemas, S.A. • Member of the Board of Directors of NOS Property, S.A. Cargaleiro Board of Directors (2010-2016) • Chairman of the Board of Directors of NOS Madeira • Member of the Board of Directors of NOS Lusomundo • Member of the Board of Directors of Love Letters – Galeria • Universidade Católica Portuguesa – Member of the Comunicações, S.A. Cinemas, S.A. de Arte, S.A. Supreme Counsel (2010-2016) • Chairman of the Board of Directors of NOS Audiovisuais • Member of the Board of Directors of NOS Lusomundo CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE • Member of the Board of Directors of Associação Portuguesa • Sonae Center Serviços II, SA (currently Sonae MC – Serviços SGPS, S.A. Audiovisuais, S.A. de Gestão e Engenharia Industrial Partilhados, SA) - Member of the Board of Directors • Chairman of the Board of Directors of NOS Internacional • Member of the Board of Directors of NOS Audio – Sales 52 (2010-2018) SGPS, S.A. and Distribution, S.A. ANNEX

• Member of the Board of Directors of NOS Açores Offices held in other companies as of 31.12.2020 • Member of the Board of Directors of Upstar Comunicações, S.A. • Member of the Board of Directors of NOS Inovação, S.A. Comunicações S.A. • Chairman of the Board of Directors of Per-Mar, Sociedade • Member of the Board of Directors of Big Picture 2 Films, S.A. • Member of the Board of Directors of NOS Açores • Member of the Board of Directors of NOS Madeira de Construções, S.A. • Member of the Board of Directors of Sport TV Portugal, S.A. Comunicações S.A. Comunicações, S.A. • Chairman of the Board of Directors of Sontária – • Member of the Board of Directors of NOS Corporate Center, S.A. • Member of the Board of Directors of NOS Madeira • Member of the Board of Directors of NOS Audiovisuais SGPS, S.A. Empreendimentos Imobiliários, S.A. • Member of the Board of Directors of NOS Wholesale, S.A. Comunicações, S.A. • Member of the Board of Directors of NOS Internacional • Chairman of the Board of Directors of Lusomundo • Member of the Board of Directors of NOS Property, S.A. • Member of the Board of Directors of NOS Lusomundo SGPS, S.A. Imobiliária 2, S.A. • Manager of Empracine - Empresa Promotora de Atividades Cinemas, S.A. • Member of the Board of Directors of Per-Mar, Sociedade • Chairman of the Board of Directors of Lusomundo Cinematográficas, Lda. • Member of the Board of Directors of NOS Lusomundo de Construções, S.A. Sociedade de Investimentos Imobiliários SGPS, S.A. Audiovisuais, S.A. • Member of the Board of Directors of Sontária • Vice-Chairman of the Board of Directors of Mstar, S.A. Professional Experience • Member of the Board of Directors of NOS Audio – Sales – Empreendimentos Imobiliários, S.A. • Member of the Board of Directors of Finstar – Sociedade • Member of the Board of Directors of Group Portugal Telecom, and Distribution, S.A. • Member of the Board of Directors of Lusomundo Imobiliária 2, S.A. de Investimentos e Participações, S.A. acting as CFO and responsible for PT Comunicações, PT.COM • Member of the Board of Directors of NOS Audiovisuais • Member of the Board of Directors of Lusomundo Sociedade • Member of the Board of Directors of NOS Lusomundo and PT Prime companies (2002-2007) SGPS, S.A. de Investimentos Imobiliários SGPS, S.A. Audiovisuais, S.A. • Executive Vice-Chairman of Telesp Celular Participações • Member of the Board of Directors of NOS Internacional • Member of the Board of Directors of Sport TV Portugal, S.A. • Member of the Board of Directors of NOS Lusomundo (2001-2002) SGPS, S.A. • Manager of Empracine - Empresa Promotora de Atividades Cinemas, S.A. • Member of the Executive Committee of Banco Santander • Member of the Board of Directors of NOS Corporate Cinematográficas, Lda. • Member of the Board of Directors of NOS Audio – Sales de Negócios Portugal, responsible for Corporate Finance Center, S.A. and Distribution, S.A. (1997-2000) • Member of the Board of Directors of NOS Wholesale, S.A. Professional Experience • Member of the Board of Directors of NOS Comunicações, S.A. • Started his career in 1990 in McKinsey & Company • Member of the Board of Directors of NOS Property, S.A. • Executive Director of OPTIMUS – Comunicações, responsible • Member of the Board of Directors of NOS Audiovisuais in Portugal and Spain for Business Unit, Home Service, Costumer Service, SGPS, S.A. Professional Experience Operations and Terminals Management (2010-2013) • Member of the Board of Directors of NOS Internacional Jorge Filipe Pinto Sequeira dos Santos Graça • Director of ZON TV Cabo responsible for Product • Chairwoman of APRITEL (Associação dos Operadores SGPS, S.A. EXECUTIVE DIRECTOR and Marketing (2010-2013) de Comunicações Eletrónicas) (2011-2014) • Member of the Board of Directors of NOS Technology • Director of Product TV of ZON TV Cabo (2007-2010). • Manager of Marketing and Sales Private Mobile Service – Concepção, Construção e Gestão de Redes Qualifications • Project Leader at The Boston Consulting Group (2003-2004) Business Unit of Optimus (2009-2009) de Comunicações S.A. • Degree in Business Management and Administration • Manager of Branding and Communication, as well as • Member of the Board of Directors of Dreamia, S.L. from Universidade Católica Portuguesa Luís Moutinho do Nascimento Director of the Data Business Unit of Optimus (2003-2008) • Member of the Board of Directors of Dreamia Serviços • MBA from Kellogg School of Management at Northwestern EXECUTIVE DIRECTOR • Started her career in the Marketing Department of Procter de Televisão, S.A. University & Gamble (1996-1998) • Member of the Board of Directors of NOS Sistemas Offices held in other companies as of 31.12.2020 Qualifications – Serviços em Tecnologia de Informação S.A. • Chairman of the Board of Directors of DUALGRID • Degree in Management from Universidade Católica Portuguesa José Pedro Faria Pereira da Costa • Member of the Board of Directors of NOS Sistemas España, S.L. – Gestão de Redes Partilhadas, S.A. • MBA from INSEAD VICE-CHAIRMAN OF THE EXECUTIVE COMMITTEE • Member of the Board of Directors of NOS Inovação, S.A. • Member of the Board of Directors of NOS Comunicações, S.A. • Member of the Board of Directors of NOS Açores • Member of the Board of Directors of NOS Technology Offices held in other companies as of 31.12.2020 Qualifications Comunicações S.A. – Concepção, Construção e Gestão de Redes • Member of the Board of Directors of NOS Comunicações, S.A. CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE • Degree in Business Management and Administration • Member of the Board of Directors of NOS Madeira de Comunicações S.A. • Member of the Board of Directors of NOS Technology from Universidade Católica Portuguesa Comunicações, S.A. • Member of the Board of Directors of NOS Sistemas – Concepção, Construção e Gestão de Redes 53 • MBA from INSEAD • Member of the Board of Directors of Teliz Holding, B.V. – Serviços em Tecnologia de Informação, S.A. de Comunicações S.A. ANNEX

• Member of the Board of Directors of NOS Sistemas Offices held in other companies as of 31.12.2020 Ana Rita Ferreira Rodrigues • Chairman of the Board of the General Meeting – Serviços em Tecnologia de Informação S.A. • Member of the Board of Directors of NOS Comunicações, S.A. NON-EXECUTIVE DIRECTOR of Mysticinvest – Holding, S.A. • Member of the Board of Directors of NOS Inovação, S.A. • Member of the Board of Directors of NOS Technology • Vice-Chairman of the Board of Directors of Banco BPI, SGPS, S.A. • Member of the Board of Directors of NOS Lusomundo – Concepção, Construção e Gestão de Redes Qualifications • Director of BA Glass – Serviços de Gestão e Investimento, S.A. Cinemas, S.A. de Comunicações S.A. • Degree in Management from the Faculty of Economics, • Member of the Board of Directors of Riopele, S.A. • Member of the Board of Directors of NOS Lusomundo • Member of the Board of Directors of NOS Sistemas – University of Porto • Member of the Board of Directors of Mota-Engil, SGPS, S.A. Audiovisuais, S.A. Serviços em Tecnologia de Informação, S.A. • Post-Graduation in Tax Law at the Faculty of Law • Member of the Curators Board of Fundação Belmiro de Azevedo • Member of the Board of Directors of NOS Audio – Sales • Member of the Board of Directors of NOS Inovação, S.A. of the University of Coimbra • Council of State (since 07.04.2016) and Distribution, S.A. • Member of the Board of Directors of NOS Açores • MBA candidate - Porto Business School • Member of the Board of Directors of NOS Audiovisuais SGPS, S.A. Comunicações S.A. Professional Experience • Member of the Board of Directors of NOS Internacional • Member of the Board of Directors of NOS Madeira Offices held in other companies as of 31.12.2020 • Assistant at Faculty of Law of the University of Coimbra, SGPS, S.A. Comunicações, S.A. • Project Director, Terra Peregrin, S.A. where he taught Political Economy and Public Finance • Member of the Board of Directors of Dreamia, BV • Member of the Board of Directors of NOS Lusomundo (1983–1988) • Member of the Board of Directors of Dreamia, S.A. Cinemas, S.A. Professional Experience • Assistant at Faculty of Law of the University of Coimbra, • Member of the Board of Directors of NOS Corporate Center, S.A. • Member of the Board of Directors of NOS Lusomundo • Member of the Board of Directors of Santoro Finance responsible for the theoretical courses of Administrative • Member of the Board of Directors of NOS Wholesale, S.A. Audiovisuais, S.A. – Prestação de Serviços, S.A. (2018-2020) and Tax Law (1988–1994) • Member of the Board of Directors of NOS Property, S.A. • Member of the Board of Directors of NOS Audio – Sales • Project Director, Santoro Finance – Prestação de Serviços, • Professor of the European Studies Course, of the Faculty • Manager of Lusomundo Moçambique, Lda. and Distribution, S.A. S.A. (2017-2020) of Law of the University of Coimbra, where he co-chaired • Member of the Board of Directors of NOS Audiovisuais • Manager - Transaction Services, PricewaterhouseCoopers the Political Finances and Tax Harmonisation (1988-1994) Professional Experience SGPS, S.A. – AG Assessoria de Gestão, Lda.(2015-2017) • Guest professor of the Law Department in the Portucalense • Member of the Executive Committee of Portugal Telecom, • Member of the Board of Directors of NOS Internacional • Head of Control and Consolidation Department University (1988-1994) responsible for B2C Sales and Marketing (2015-2017) SGPS, S.A. of Sonaecom, SGPS (2011-2015) • Executive director of SIVA, SGPS, responsible for taxes and • Manager of the Home Segment & CRM of Portugal Telecom • Member of the Board of Directors of Finstar – Sociedade • Associate, Audit, PricewaterhouseCoopers & Associados, investors relationship (1996-1999) (2007-2015) de Investimentos e Participações, S.A. SROC, Lda. (2009-2011) • Member of the Board of Directors of FC Porto – SAD (2000-2002) • Non-executive member of the Board of Directors of PT • Member of the Board of Directors of Upstar Comunicações, S.A. • Since 1985, he acted as an independent legal consultant Contact (2011-2014) • Member of the Board of Directors of NOS Sistemas España S.L. António Bernardo Aranha da Gama • Since 2006, Partner at Morais Leitão, Galvão Teles, Soares • Former Manager of Strategic Marketing of PT Multimedia • Member of the Board of Directors of NOS Corporate Center, S.A. Lobo Xavier da Silva & Associados – Sociedade de Advogados • Former Associate and Manager at Diamond Cluster • Member of the Board of Directors of NOS Wholesale, S.A. NON-EXECUTIVE DIRECTOR • Non-executive member of Sonaecom, SGPS, S.A. (2017-2018) • Started his career as analyst on McKinsey & Company • Member of the Board of Directors of NOS Property, S.A. • Executive Director of Sonaecom, SGPS, S.A. ( 2004–2010) Qualifications • Vice-Chairman of the Board of Directors of Fundação Manuel António Neto Portugal Professional Experience • Law Degree de Serralves (2000–2010) Ramalho Eanes • Executive Director of Optimus Comunicações, SA, • Master’s Degree in Economic Law by the University of Coimbra • Non-executive member of the Board of Directors of Público, EXECUTIVE DIRECTOR responsible for Companies and Operators (2010-2013) S.A. (2010-2016) • Former Director at Optimus of Home Wireline, Central Offices held in other companies as of 31.12.2020 • Non-executive member of the Board of Directors Qualifications Marketing, Data Service, Particular Sales, SMEs • Partner at Morais Leitão, Galvão Teles, Soares da Silva of PCJ – Público, Comunicação, Jornalismo, S.A. (2010–2016) CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE • Degree in Management from Universidade Católica Portuguesa and Business Development (1999-2009) & Associados • Non-executive member of the Board of Directors of Sonae • MBA from INSEAD • Started his career in McKinsey & Co. (1995-1999) • Chairman of the Board of the General Meeting of Textil IM, SGPS, S.A. (2010–2016) 54 Manuel Gonçalves S.A. • Chairman of the Retirement Committee of IRC (2013) ANNEX

António Domingues • Technical Advisor of the Foreign Department of Banco Instituto Universitário de Lisboa, ISCTE Instituto Superior • Business Consultant of Capgemini Consulting (2013-2016) NON-EXECUTIVE DIRECTOR de Portugal (1985-1988) de Ciências do Trabalho e da Empresa • Controller of the Information Systems Department • Director of the Foreign Department of the Issuing Institute of,Energias de Portugal (EDP) (2011-2012) Qualifications of Macau (1982-1985) Offices held in other companies as of 31.12.2020 • Analyst of Espírito,Santo Research Sectorial of Novo Banco • Degree in Economics from Instituto Superior de Economia • Technical Economist of the Planning and Studies Office • Executive Director of Finstar / ZAP (former Banco Espírito Santo) (2008-2010) de Lisboa of the Ministry of Industry and Energy (1980-1982) • General Coordination of the TV content production studios at ZAP João Pedro Magalhães da Silva Offices held in other companies as of 31.12.2020, António Frederico Lobão Ferreira Correia Teles • Executive Member of the Marketing and Product team Torres Dolores • Non-executive member of the Board of Directors NON-EXECUTIVE DIRECTOR which she created, launched and currently manages in ZAP, NON-EXECUTIVE DIRECTOR of Haitong Bank the company engaged with the distribution of TV channels Qualifications via satellite in Angola and Mozambique Qualifications Professional Experience • Degree in Business Administration and Management • Degree in Economics from University of Porto, Faculty • Chairman of the Board of Directors and of the Executive • Master in Finance at CATÓLICA-LISBON School of Business Professional Experience of Economics Committee of the Board of Directors of Caixa Geral and Economics • Led the Products and Services team of Unitel, the leading • MBA from London Business School de Depósitos (2016-2016) • Executive training in Corporate Governance at Nova School telecommunications operator in Angola (2005-2009) • Member and Vice-Chairman of the Executive Committee of Business and Economics • Created the new customer services’ area of Unitel, Offices held in other companies as of 31.12.2020, of the Board of Directors of Banco BPI (1999-2016) the leading telecommunications operator in Angola • Chief Financial Officer at Sonae, SGPS, S.A. • Member of the Management of BPI SGPS S.A. (1995-2000) Offices held in other companies as of 31.12.2020 (2005-2009) • Chairman of the Board of Directors of MKTPlace – Comércio • Member of the Board of Directors of Banco de Fomento • Executive Director of Fidequity - Serviços de Gestão, S.A. • Started her career in the USA as assistant manager in Sentis Eletrónico, S.A. e Exterior (1996-1999) • Director of Sonangol E.P., Capital Markets and Corporate Finance and Coral, partners of Shell Oil USA (2003-2005) • Executive Director of Sontel, BV • Member of the Board of Directors of Banco Borges & Irmão • Executive Director of Sonae Investments, BV (1996-1999) Professional Experience Cristina Maria de Jesus Marques • Executive Director of Sonae Holdings, S.A. • Member and Vice-Chairman of the Board of Directors • Executive Director of Fidequity - Serviços de Gestão, S.A. NON-EXECUTIVE DIRECTOR • Executive Director of Sonae Corporate, S.A. of Banco Português de Investimento (1995-2016) (2018-2020) • Executive Director of Sonaecom, SGPS, S.A. • Member of the Board of Directors of Banco de Fomento • Director of Sonangol E.P., Capital Markets and Corporate Qualifications • Member of the Board of Directors of Sonae MC, SGPS, S.A. e Exterior (2003-2020) Finance (2017) • Degree in Economics from Higher Institute of Economics • Member of the Board of Directors of Sonae Sierra, SGPS, S.A. • Vice-Chairman of the Board of Directors of BCI – • Subdirector of Banco BPI, M&A and Corporate Finance and Management • Member of the Board of Directors of Sonae FS, S.A. Moçambique (2003-2012) (2011-2017) • Master of Science in Business Administration, major in finance • Member of the Board of Directors of Iberian Sports Retail, S.L. • Member of the Board of Directors of UNICRE, SIBS, • Analyst at Banco BPI, Investment Banking (2010-2011) at Católica-Lisbon School of Business and Economics and Allianz Portugal (1999-2016) • Business Development Analyst at Portugal Telecom, Professional Experience • Member of the Board of Directors of BPI Madeira, SGPS, Wholesale International (2009-2010) Offices held in other companies as of 31.12.2020 • Manager of Strategic Planning and Management Control S.A. (1997-2016) • Project Manager at Santoro Finance - Prestação de Serviços of Sonae, SGPS, S.A. (2014-2018) • Central Manager of the Financial and International Catarina Eufémia Amorim da Luz Tavira Professional Experience • Manager of Cloud Business Unit of Portugal Telecom, SGPS, Management of BPI-Banco Português de Investimento S.A. Van-Dúnem • Member of the Board of Directors of NOS, SGPS, S.A. S.A. (2013-2014) (1989-1995) NON-EXECUTIVE DIRECTOR (since 23.03.2020) • Sub-Manager of Innovation Management of Portugal CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE • Deputy Director-General of the French Branch • Project Manager of Terra Peregrin, S.A. (since 2020) Telecom, SGPS, S.A. (2011-2013) of Banco Português do Atlântico (1988-1989) Qualifications • Project Manager of Santoro Finance - Prestação de Serviços, • Senior Associate at McKinsey & Company (2005-2011) 55 • Degree in Management and Company Organisation from S.A. (2016-2020) • Brand Manager at JW Burmester & Ca, S. (2003-2004) ANNEX

Joaquim Francisco Alves Ferreira • Partner and Manager of Solaco – Sociedade de Lavandarias Maria Cláudia Teixeira de Azevedo Daniel Lopes Beato de Oliveira de Coimbra, Lda. NON-EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR NON-EXECUTIVE DIRECTOR • Partner and Manager of Superzito, Lda. • Partner and Manager of Lemos de Freitas Negócios, Qualifications Qualifications Offices held in other companies as of 31.12.2020 Unipessoal, Lda. • Degree in Management from Universidade Católica • Degree in Electronic and Telecommunications Engineering • Chairman of the Board of Directors of Olivedesportos, • Chairman of the General Meeting of Rancho Folclórico Portuguesa from the University of Aveiro SGPS, S.A. de Barqueiros • MBA from INSEAD • MBA Exchange Program, IAE Business School – Austral • Chairman of the Board of Directors of Olivedesportos – • Chairman of the General Meeting of Liga dos Amigos do Parente University Buenos Aires Publicidade, Televisão e Media, S.A. • Member of the Comissão Nacional de Estágio e Formação Offices held in other companies as of 31.12.2020 • MBA Full Time, IESE Business School – Navarra • Chairman of the Board of Directors of Sport TV Portugal, S.A. (CNEF) and the Comissão Nacional de Avaliação (CNA) • CEO of Sonae, SGPS, S.A. University Barcelona • Chairman of the Board of Directors of Sportinveste of the Portuguese Bar Association • Member of the Board of Directors of Sonae MC, SGPS, S.A. Multimédia, SGPS, S.A. • Member of the Board of Directors of Sonae Sierra, SGPS, S.A. Offices held in other companies as of 31.12.2020 Professional Experience • Member of the Board of Directors of Sonae FS, S.A. • Marketing Director of B2C at NOS Comunicações S.A. Professional Experience • Chairman of the CCBE (2019) • Member of the Board of Directors of Sonae Holdings, S.A. Professional Experience • Founder of Olivedesportos (since 1998) • Member of the Supervisory Board of European Lawyers • Member of the Board of Directors of SONAECOM – SGPS, S.A. • Project Leader at the Boston Consulting Group • Chairman of the Board of Directors in several companies that Foundation - ELF (2018-2020) • Member of the Board of Directors of ZOPT, SGPS, S.A. (Aug.2012 – Jan.2015) make up the Olivedesportos business Group (Since 1998) • Chairman of the Brexit Task Force of the CCBE (2018) • Member of the Board of Directors of SONAE INVESTMENT • Technological Strategy Coordinator (Engineering) • Founder of Sport TV (1998) • Vice-Chairman of the CCBE (2016-2018) MANAGEMENT – SOFTWARE AND TECHNOLOGY, SGPS, S.A. at Portugal Telecom (Sep.2006 - Aug.2010) • Chairman of the Board of Directors of Sport TV (Since 1998) • Member of the Board of Directors of ASAP (Association • Member of the Board of Directors of Público – Comunicação • Chairman of the Board of Directors of Sportinveste of Law Firms of Portugal) (2008-2010) Social, S.A. Filipa de Sousa Taveira da Gama Multimédia SGPS (Since 1998) • Partner and Manager of Vilnaz – Hotelaria e Turismo, Lda. • Member of the Board of Directors of SONAE CAPITAL, Santos Carvalho Chairman of the Professional Indemnity Insurance Working SGPS, S.A. EXECUTIVE DIRECTOR José Carvalho de Freitas Group of the CCBE (2007-2013) • Member of the Board of Directors of EFANOR – Serviços NON-EXECUTIVE DIRECTOR • Head of the Portuguese Delegation to the CCBE - European de Apoio à Gestão, S.A. Qualifications Council of Bar Associations (2005-2015) • Member of the Board of Directors of EFANOR • Law Degree from Universidade Católica Portuguesa (Porto) Qualifications • Member of the General Council of the Bar Association – Investimentos SGPS, S.A. • Postgraduate in Management for Law graduates, • Degree in Law at the Faculty of Law of the University (2005-2007 mandate) • Member of the Board of Directors of SEKIWI, SGPS, S.A. Universidade Católica Portuguesa (Porto) of Coimbra • Guest lecturer of the Catholic University of Porto (2002-2019) • Member of the Board of Directors of Setimanale SGPS S.A. • MBA in Management, Universidade Católica Portuguesa (Porto) • Partner at Cuatrecasas, Gonçalves Pereira & Associados, • Member of the Board of Directors of Casa Agrícola de Offices held in other companies as of 31.12.2020 Sociedade de Advogados, SP, RL, where he was responsible Ambrães, S.A. Offices held in other companies as of 31.12.2020 • Member of the International Bar Association (IBA), for the Litigation and Corporate areas (1990-2019) • Member of the Board of Directors of Realejo – Sociedade • Director of the Legal and Regulatory area of NOS Corporate the American Bar Association (ABA), and the Union • Founder of the Porto’s office of Cuatrecasas, Gonçalves Imobiliária, S.A. Center, S.A. Internationale des Avocats (UIA) Pereira & Associados, Sociedade de Advogados, SP, RL • Member of the Board of Directors of IMPARFIN • Member of the Board of Apritel – Associação • Partner and Director of José de Freitas, Sociedade (1989-2012) – Investimentos e Participações Financeiras, S.A. dos Operadores de Comunicações Eletrónicas de Advogados, SP, RL • Chairman of the Municipal Assembly of the City Council • Chairwoman of the Board of Directors of LINHACOM, SGPS, S.A. • Member of the Board of APDC – Associação Portuguesa CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE • Partner and Manager of Incrize – Consultoria de Negócios, Lda. of Resende (1998-2001) • Chairwoman of the Board of Directors of Praça Foz das Comunicações • Partner and Manager of Casa das Antas – Sociedade • General Secretary of Santa Casa da Misericórdia do Porto – Sociedade Imobiliária, S.A. 56 Agrícola, Lda. (1987-1988) • Manager of Tangerine Wish, Lda. ANNEX

Professional Experience in Portugal, taking responsibility for the areas of Learning Professional Experience set up by the Centres for Commercial Arbitration • Member of the Legal and Regulatory area of Sonaecom, & Development and Audit Methodology (2001-2003) • Pro-Dean of University of Porto, in charge of strategic of the Associação Comercial do Porto and the Associação SGPS, S.A. (2003-2013) • He was responsible for the coordination of the Post-Graduation planning and management (2008-2015) Comercial de Lisboa or for the International Court • Member of the legal team of Sonaecom, SGPS, S.A. (1998-2003) Qualification in Auditing at ISAG (2000-2002) • Chairman of the Fiscal Board of the Fundação Instituto of Arbitration of the International Chamber of Commerce • Member of the legal team of the Corporate Finance of Banco • On 1 January 1994, he became a partner in Pricewaterhouse Marques da Silva (2012-2016) • Chairman of the Board of the General Meeting of Caixa Português de Investimento, S.A. (feb.1998 – sep.1998) Coopers (PwC), and for over 22 years was responsible • Member of the General Council of INESC Porto – TEC (2012-2015) Geral de Depósitos, S.A. for the coordination of audit work and auditing of accounts • Member of the Fiscal Board of the Fundação Ciência for several groups, including Amorim, RAR, Salvador e Desenvolvimento (2008-2012) Professional Experience FISCAL BOARD Caetano, Nors, Ibersol, TAP, CTT, Semapa and Jerónimo • Member of the Board of UPTEC – Associação para • Chairman of the Intelligence Oversight Committee Martins, among others. o Desenvolvimento do Parque de Ciência e Tecnologia of the Portuguese Republic, elected by the Assembly José Pereira Alves • In 1993, he became a partner of Bernardes, Sismeiro da University of Porto (2008-2009) of the Republic (mar.2013 - dec.2017) CHAIRMAN & Associados, SROC. • Director of the Instituto Mercado de Capitais da Euronext • Former Member of Parliament, Chairman of the Parliamentary • In 1990, after a professional qualification examination, Lisboa (1999-2002) Budget and Finance Committee of the 11th Legislature Qualifications he became a Statutory Auditor, registered on the official • Author of several papers on national and international (nov.2009 - apr.2011), and Chairman of the European Affairs • Degree in Economics from Faculty of Economics list of the, then, Chamber of Chartered Accountants professional and academic magazines, regular speaker Committee, of the 12th Legislature (jun.2011– oct2015) of the University of Porto. and became an employee of the Statutory Auditing in conferences in her areas of expertise • Former Vice-Chairman of the National Political Committee Firm Boto, Amorim & Associados, SROC. of the PSD (2008-2010) Offices held in other companies as of 31.12.2020 • He started his professional activity in 1984 as an audit officer Paulo Cardoso Correia da Mota Pinto • Constitutional Court Judge, elected by the Assembly • Member of the Fiscal Board of GMG – Grupo Manuel at the international audit firm Coopers & Lybrand and was MEMBER of the Republic (11.mar.1998 – 4.apr.2007) Gonçalves, SGPS, S.A. of several financial audits, analysis of internal control • Former Legal Advisor of BPI – Banco Português • Chairman of the Fiscal Board of The Fladgate Partnership, S.A. systems and accounting procedures. Qualifications de Investimento (1991-1998) • Chairman of the Fiscal Board of Galp Energia, SGPS, S.A. • Degree, Master’s, and Doctorate in Civil Law Sciences • Chairman of the Fiscal Board of SFS - Gestão de Fundos, Patrícia Andrea Bastos Teixeira Lopes at Faculty of Law, University of Coimbra Ana Luísa Nabais Aniceto da Fonte SGOIC, S.A. Couto Viana ALTERNATE MEMBER MEMBER Offices held in other companies as of 31.12.2020 Professional Experience • Professor at the Faculty of Law of the University Qualifications • Member of the Fiscal Board of Gestmin SGPS, S.A. Qualifications of Coimbra. He has also taught and given lectures in • Degree in Business Management and Administration (mar.2017 – dec.2018) • Ph.D. in Business Science from the University of Porto, the field of private law at other universities in Portugal from the Faculty of Economics and Management • Ceased to be a partner of PwC Portugal (30.Jun.2016) Faculty of Economics (FEP) and abroad (Brazil, Angola, Mozambique, Macau, Spain, of the Universidade Católica Portuguesa • Assumed the leadership of PwC in Portugal, as Territory • Master’s in Business Science, with an expertise in Financing (FEP) Germany, etc.) • Advanced Training in Taxation by the Universidade Senior Partner – President (1.Jul.2011 – 30.Jun.2015) • Degree in Management (FEP) • Member of various Master’s and Doctoral panels, particularly Católica Portuguesa • Joined once more the managing body of PwC in Portugal, in the field of private law, sometimes as examiner. He has • Member of the Portuguese Institute of Statutory Auditors as Territory Human Capital Partner, as well as being Offices held in other companies as of 31.12.2020 published studies (articles and books) mainly in the field of and the Portuguese Chartered Accountants Association responsible for the area of Knowledge Management • Vice-Dean of Porto Business School civil law and fundamental rights and has written preliminary (since 1.Jul.2007) • Member of the Remuneration Committee of Caixa Geral drafts of laws (such as the legal rules governing the sale Offices held in other companies as of 31.12.2020 CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE • He was a faculty member on the MBA in Finance at the de Depósitos of consumer goods and direct-mail advertising) • Partner at the Statutory Auditing Firm Ana Fonte & Associados Faculty of Economics of the University of Porto (2004-2008) • Assistant Professor at the University of Porto, Faculty • Legal adviser and arbitrator. In this latter capacity, he has • Member of the Fiscal Board of Sonae Indústria, SGPS, S.A. 57 • Joined the Territory Leadership Team, managing body of PwC of Economics chaired or been a member of adhoc arbitral tribunals, and of SDSR - Sports Division SR, S.A. ANNEX

• Member of the Fiscal Board of the Sociedade Gestora REMUNERATION COMMITTEE • Chairman of the Board of Directors of Santoro Financial Offices held in other companies as of 31.12.2020 dos Fundos de Pensões do Banco de Portugal, S.A. Holding, SGPS, S.A.,(2006-2020) • HR Consultant • Representative of the Portuguese Institute of Statutory Mário Filipe Moreira Leite da Silva • Administrative Director and CFO of Grupo Amorim (2002-2006) Auditors in the “Young Professionals” working group MEMBER • CFO of Grundig Auto Rádios Portugal (1999-2001) Professional Experience of Accountancy Europe • Professor of Cost Accounting and Management Control • Chief Human Resources Officer (CHRO) of Sonae • Assistant to the Director of the Northern Regional Services Qualifications in the Company Development course from Universidade (2015–2019) of the Portuguese Institute of Statutory Auditors • Degree in Economy from Porto’s Faculty of Economics Católica Portuguesa – Braga Regional Centre (1997-2001) • Chairman of the Consultive Group of Human Resources • Since 2016, she has collaborated with the technical • Theoretical part of the Master’s Degree in Business Science, • Team Manager in the Audit Department Sonae (2013–2019) department of the Portuguese Institute of Statutory Auditors with an expertise in Financing of PricewaterhouseCoopers (1996-1999) • Executive Director of Sonae MC / Sonae SR (2001–2015) in the revision of regulations applicable to the profession • Analyst in the Analysis and Credit Risks Control Department • Chief Human Resources Officer of Sonae Distribuição • Since 2011, she has been teaching the audit modules Offices held in other companies as of 31.12.2020 of BNC – Banco Nacional de Crédito (1995-1996) (1993–2001) of the Preparation Course for Statutory Auditor and she • Member of the Board of Directors of ZOPT, SGPS, S.A. • Chief Human Resources Officer of Modelo Continente is also a trainer for several audit training sessions organised • Member of the Board of Directors of Kento Holding Limited José Côrte-Real Hipermercados (1990–1993) by the Portuguese Institute of Statutory Auditors MEMBER • Chief Human Resources Officer of Modis, Distribuição as part of the continuous training of Statutory Auditors Professional Experience Centralizada (1988–1990) • In collaboration with the Portuguese Institute of Statutory • Chairman of the Board of Directors of BFA - Banco Fomento Qualifications • Personnel Director ED. Ferreirinha & Irmão, Auditors, she is an audit trainer on the preparation course Angola,(2017-2020) • Degree in Psychology and Education Science Motores e Máquinas EFI Feruni – Sociedade de Fundição for Admission to the College of Certified Auditors of the • Chairman of the Board of Directors of Efacec Power • 1996 PADE - High Corporate Management Program (1981–1988) Mozambican Order of Accountants and Auditors Solutions, SGPS, S.A.,(2015-2020) • She is a lecturer in auditing on the Degree in Management, • Member of the Board of Directors of Banco BPI, S.A. as well as on the Master & Degree in Auditing and Taxation (2013-2017) at the Universidade Católica Portuguesa • Professor in the MBA Executive at Porto Business School (2013-2020) Professional Experience • Member of the Auditing and Internal Control Committee • Worked at Grant Thornton’s Porto office (2010-2016) of Banco BPI, S.A.,(2011-2017) • Project Manager at Ernst & Young (Mozambique) (2007) • Member of the Board of Directors of NOS, SGPS, S.A. • Auditor at PricewaterhouseCoopers – PwC (2001) (2009-2020) • Chairman of the Board of Directors of Fidequity – Serviços de Gestão, S.A.,(2006-2020) CORPORATE GOVERNANCE REPORT GOVERNANCE CORPORATE

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