CONSOLIDATED

REPORT AND ACCOUNTS

First Semester 2023

PHAROL, SGPS S.A. - FIRST HALF 2023

  • PHAROL's net result in the first half of 2023 was negative by 1 million Euros, justified by: 1) recurring operating costs of 1.3 million Euros, partially offset by gains from 2) revaluation at fair value of financial assets treasury costs of 282 thousand euros, and 3) net interest of 53 thousand euros;
  • In the first half of 2023, PHAROL sold another part of Oi's stake, culminating in a final stake of 0.18% in Oi (excluding treasury shares).
  • PHAROL's equity ended the semester with a value of 68.2 million Euros - a reduction of 1.53 million Euros compared to December 2022 -, reflecting (1) the negative result generated in the first half of 2023 in the amount of 1.02 million Euros, and (2) the depreciation of the stake in Oi by 3.86 million Euros, partially offset by the sale of shares in the amount of 3.2 million Euros and by exchange rate variations of 0.15 million Euros .

MESSAGE FROM CEO

Luís Palha da Silva

"The most recent developments recorded by our subsidiary Oi, especially with the request made for a new Judicial Recovery process and some delay in negotiations with Creditors, fully justify the option taken with great prudence in the management of Pharol's share portfolio in that company. Accordingly, Pharol reduced its stake over the course of the semester, now holding just 0.18% of Oi's capital. This did not, however, prevent it from closely monitoring the evolution of the company, whether in its operational activity or in institutional aspects, and even having played a relevant role in decisions taken at its General Meeting.

With this change in the composition of its assets, Pharol reinforced its attention in monitoring its different credit recovery processes on Rio Forte in bankruptcy proceedings, in active treasury management

  • reinforced by the sale of its stake in Oi - and in plans to continue reducing operating costs.

With regard to the recovery of the Rio Forte credit - which includes the credit claim itself and the timely requests for compensation presented following decisions taken by the General Shareholders' Meeting - the priority has been, and will continue to be, in the short and medium term , that of trying, whenever possible, to speed up relevant legal proceedings in Luxembourg and Portugal, which have been marked by painful slowness in recent years.

In treasury management, the investment policy was reviewed, with the intention of, while maintaining high prudence in decisions, to obtain higher remunerations than in the past and in line with the most recent evolution registered in the capital markets. It is expected that the results of these new guidelines, with more medium-term bets, will become visible in the coming semesters.

Finally, the concentration of priorities will require new cost reductions and Pharol will assume this responsibility before its Shareholders.

Highlights

PHAROL

(Euro million)

1H23

1H22

Recurrent EBITDA

(1.33)

(1.15)

Net Income

(1.0)

(1.2)

(Euro million)

Jun23

2022

Assets

86.1

86.9

Liabilities

17.9

17.1

Equity

68.2

69.7

Contacts

Luís Sousa de Macedo Investor Relations

Tel: +351 212 697 698 - Fax: +351 212 697 949

E-mail: ir@pharol.pt

PHAROL, SGPS S.A.

CONSOLIDATED REPORT AND ACCOUNTS

FIRST HALF OF 2023

INDEX

01.

FINANCIAL REVIEW

3

02.

MAIN EVENTS

6

03.

MAIN RISKS AND UNCERTAINTIES

9

04.

QUALIFYING HOLDINGS

11

05.

STRATEGIC PROFILE AND FUTURE OUTLOOK

13

06.

STATEMENT BY THE BOARD OF DIRECTORS

14

07.

CONSOLIDATED FINANCIAL STATEMENTS

16

The names "PHAROL", "PHAROL Group", "Group" and "Company" refer to all companies that make up PHAROL, SGPS S.A. or any of them, depending on the context.

Consolidated Report and Accounts │ First Half of 2023

2

01. FINANCIAL REVIEW CONSOLIDATED RESULTS

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

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

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

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

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

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

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

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

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

Consolidated Report and Accounts │ First Half of 2023

3

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Pharol SGPS SA published this content on 28 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2023 16:13:47 UTC.