Altri, Sgps, S.a.EURONEXT: ALTR

Corporate Governance Report for the year 2025

Apr 15, 2026 at 12:26 PM UTC · Issued by Altri, Sgps, S.a.

Part I - Information on shareholder structure, Organisation and Corporate Governance

Shareholder Structure
Governing Bodies and Committees
Internal Organisation
Remuneration Report
Transactions with Related Parties

Part II - Corporate Governance Assessment

Identification of the Corporate Governance Code Adopted
Analysis of Compliance with the Corporate Governance Code Adopted
Other Information

Appendix I

CORPORATE GOVERNANCE

Dear Shareholders, Stakeholders and Company in general,

Through this document, ALTRI, SGPS, S.A. ("ALTRI" or "Company") presents the Corporate Governance Report ("Report") that reflects the governance activity carried out in the 2025 financial year.

The Report template presented continues to be the one contained in the Regulation of the Securities Market Commission (CMVM) number 4/2013, and the information contained therein complies with all applicable legal requirements, including the provisions of article 29-H of the Securities Code (CVM), and, in compliance with the provisions of number 8 of article 26-G of the same legal act, integrates the Remuneration Report.

In terms of recommendations, ALTRI complies with the Portuguese Corporate Governance Code (IPCG) 2018, revised in 2023 (IPCG Corporate Governance Code).

ALTRI remains convinced that the governance model adopted by the organisation is only effective if it promotes and enhances the dynamism and proactivity of the governing bodies and committees, if it allows a good articulation and interaction between them, so that they can create, develop and innovate, making the organisation capable of responding to the increasing demands of the global world.

The culture of continuous improvement promoted within the organisation, leads to the teams and their members to be challenged to go beyond what is necessary, questioning the established standards and The culture of continuous improvement promoted within the organisation, leads to the teams and the people who integrate them are challenged to go beyond what is necessary, questioning established standards and enthusiastically proposing innovative and differentiating solutions.

An integrated vision of the organisation, its requirements in the most diverse areas and the transversal fulfillment of the commitments assumed, in a relentless search for value creation.

MANAGEMENT REPORT

CORPORATE GOVERNANCE REPORT

CONSOLIDATED FINANCIAL STATEMENTS AND ACCOMPANYING NOTES

SEPARATE FINANCIAL STATEMENTS AND ACCOMPANYING NOTES

STATUTORY AND AUDITOR'S REPORT

REPORT AND OPINION OF THE STATUTORY AUDIT BOARD

‌PART I - INFORMATION ON SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE ‌A.SHAREHOLDER STRUCTURE

Capital structure
1. Capital structure
  The share capital of ALTRI, SGPS, S.A. (hereinafter referred to as "Company" or "ALTRI") amounts to € 25,641,459.00, fully subscribed and paid up, consisting of 205,131,672 ordinary shares, meaning that they are all registered, book-entry shares with the same inherent rights and duties, each with a nominal value of 12.5 Euro cents.
  The amount of capital and the corresponding voting rights of all the qualified shareholders are detailed in section II.7.
  All the shares representing the company's share capital have been admitted to trading on the Euronext Lisbon regulated market, managed by Euronext Lisbon, integrating its main index, the PSI.
2. Restrictions on the transfer and ownership of shares
  The Company's Articles of Association do not include any restrictions on the transfer of ownership of shares and there are no shareholders with special rights. Therefore, ALTRI's shares are freely transferable in accordance with the applicable legal regulations.
3. Treasury shares
  The Company does not hold any treasury shares as of 31 December, 2025.
4. Important agreements to which the company is a party and that come into effect, amend or terminate in cases such as a change in the control of the company after a takeover bid, and their effects
  There are no significant agreements concluded by ALTRI including clauses regarding change of control (including following a takeover bid), i.e., that enter into force, are amended, entail making payments or incurring costs, or terminate in such circumstances or if there is a change in the composition of the Board of Directors, and there are no specific conditions that limit the exercise of voting rights by the Company's shareholders, that may interfere with the success of Takeover Bids.
  Some financing agreements concerning ALTRI's subsidiaries contain the standard clauses of early repayment in case of changes in the shareholder control of its subsidiaries.
5. Framework governing the renewal or withdrawal of defensive measures, in particular those that provide for the limitation of the number of votes that may be held or exercised by a single shareholder individually or together with other shareholders
  ALTRI did not adopt any defensive measures.
6. Shareholders' agreements of which the company is aware and that may result in restrictions on the transfer of securities or voting rights
  As far as we are aware, there are no shareholder agreements whose subject is the Company.
Shareholdings and Bonds held

Qualifying holdings

As of 31 December, 2025 and according to the notifications received by the Company, pursuant to and for the purposes of Articles 16, 20 and 29-R of the CVM, the Company informs that the companies and/or natural persons with qualifying holdings exceeding 5%, 10%, 15%, 20%, 25%, 33%, 50%, 66% and 90% of the voting rights are as follows:

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STATUTORY AND AUDITOR'S REPORT

REPORT AND OPINION OF THE STATUTORY AUDIT BOARD

No. of shares % Share capital held on with voting rights

1 Thing, Investments, S.A. 31-Dec-2025

Directly (a)

20,541,284

10.01%

Total attributable

20,541,284

10.01%

Number of shares and bonds held by members of the management and supervisory boards, pursuant to Article 447(5) of the Portuguese Companies Act (CSC)
(a) - The 20,541,284 shares represent Altri, SGPS, S.A. total shares held directly by 1 THING, INVESTMENTS, S.A., whose board of directors includes Altri's director Pedro Miguel Matos Borges de Oliveira
The shares and bonds held by members of management and supervisory boards in the Company and in companies in a control or group relationship with the Company, directly or through related persons, are disclosed in the appendices to the Management Report as required by Article 447 of the CSC and Article 19 of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014.
Paulo Jorge dos Santos Fernandes
No. of shares % Share capital
held on with voting rights 31-Dec-2025
Total attributable 30,325,728 14.78%
Through Actium Capital, S.A. (of which he is dominant shareholder and director)
Domingos José Vieira de Matos
No. of shares % Share capital
held on with voting rights 31-Dec-2025
Total attributable 34,056,025 16.60%
João Manuel Matos Borges de Oliveira
No. of shares % Share capital
held on with voting rights 31-Dec-2025
Through Vieira de Matos - VDM Capital, S.A. (of which he is dominant shareholder and director)
Total attributable 34,200,000 16.67%
Ana Rebelo de Carvalho Menéres de Mendonça
No. of shares % Share capital
held on with voting rights 31-Dec-2025
Through Caderno Azul, S.A. (of which he is dominant shareholder and director)
Total attributable 35,975,972 17.54%
Through Promendo Investimentos, S.A. (of which she is dominant shareholder and director)
30,325,728 14.78%
34,056,025 16.60%
34,200,000 16.67%
35,975,972 17.54%
Special powers of the Board of Directors as regards resolutions on the capital increase
The Board of Directors does not have any special powers, it has the competences and powers conferred on it by the CSC and the Company's Articles of Association.
We should note that Article 4 of the Company's Articles of Association, as amended by resolution taken on April 30, 2021, gives the Board of Directors the possibility to resolve to increase the Company's share capital, one or more times, up to the limit of 35 million Euro, establishing in that resolution the conditions of subscription and the categories of shares to be issued, from among the existing ones.
This statutory provision, pursuant to the final part of the Article 456(2)(b) of the CSC, will be in force for a period of five years, expiring on April 30, 2026 and, if not renewed by a new resolution of the General Meeting, such competence will, from then on, reside exclusively in the General Meeting.
Significant commercial relationships between the holders of qualifying holdings and the Company

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STATUTORY AND AUDITOR'S REPORT
This matter is also addressed in the Management Report.
The up-to-date information on qualifying holdings is available at https://altri.pt/ en/investors/shareholder-information.
There are no significant commercial relationships established directly between qualifying shareholders and the Company that the Company has been made aware of.
Information on the deals between the Company and related parties can be found in note 30 of the Notes to the Consolidated Statements and note 21 of the Notes to the Separate Accounts concerning transactions with related parties.
REPORT AND OPINION OF THE STATUTORY AUDIT BOARD
‌B.GOVERNING BODIES AND COMMITTEES
1. GENERAL MEETING
  1. Composition of the board of the general meeting
Details and position of the members of the Board of the General Meeting and their terms of office
In compliance with the provisions of Article 11 of the Company's Articles of Association and Article 374 of the CSC, the board of the General Meeting is composed of a chairman and a secretary elected by the Company's shareholders at the General Meeting for a three-year term of office coinciding with the mandate of the Board of Directors and the Statutory Audit Board.
As of 31 December, 2025, the Board of the General Meeting was composed of the following members, in their third consecutive term of office:
Chairman: Manuel Eugénio Pimentel Cavaleiro Brandão Secretary: Maria Conceição Henriques Fernandes Cabaços
The current term of office started in 2023 and will end in 2025.
1. Exercising the voting right
Restrictions on voting rights
There are no statutory limitations on the exercise of voting rights at ALTRI.
The Company's share capital is fully represented by a single category of shares; each share corresponds to one vote and there are no statutory limitations on the number of votes that may be held or exercised by any shareholder.
The Company has not issued preferential shares without voting rights, nor any type of shares with special right to plural voting.
In order to participate in the General Meeting, shareholders are required to prove their status by reference to the "Registration Date" in compliance with the applicable legal provisions set forth in the Call Notice; the Company does not have requirements other than the ones established by law.
We should also note that, in line with the provisions of Article 23C(2) of the CVM, the exercise of participation and voting rights at the General Meeting is not impaired by the transfer of shares after the date of registration, nor does it require them to be blocked between that date and the date of the General Meeting.
Individual shareholders and legal persons may be represented by a person appointed for that purpose by means of a written document addressed to the Chairman of the Board of the General Meeting, by letter delivered at the Company's headquarters by the end of the third business day prior to the General Meeting.
A shareholder may also, in accordance with the applicable legal provisions, appoint different persons to represent shares held in different securities accounts, without prejudice to the principle of unity of vote and the possibility of voting in different directions legally provided for shareholders acting in a professional capacity.
The Company's shareholders may vote by correspondence on all matters subject to consideration by the General Meeting, by means of a written statement, with the identification of the shareholder which, in the case of a natural person, consists of a certified copy of the corresponding citizen card, required in compliance with Article 5(2) of Law 7/2007, of 5 February, as amended by Law no. 61/2021, of 19 August, and, in the case of a legal person, consists of a duly recognised signature, in accordance with the applicable legal provisions.
Pursuant to the Company's Articles of Association:
- Without prejudice to the proof of quality of shareholder in compliance with the terms and deadlines provided by law, only postal votes sent by registered mail to the Company's registered office, addressed to the Chairman of the Board of the General Meeting and received by the latter by the end of the third business day prior to the date of the General Meeting, will be admitted;
- The voting statement must be signed by the holder of the shares or by the person legally representing him/her, and the shareholder, if a natural person, must accompany the voting statement with a certified
  
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  copy of his/her identification document and, if a legal entity, its signature must be recognised as such and its powers for the act;
- Voting statements must (i) indicate the item or items on the agenda to which they refer, (ii) indicate the specific proposal to which they refer, indicating the proponents, as well as (iii) contain a precise and unconditional indication of the voting direction for each proposal;
- Postal votes count for the verification of the constitutive quorum of the General Meeting, being the result of the vote by correspondence in relation to each item of the agenda disclosed in the item to which it refers;
- The postal vote is considered revoked in the case of the presence in the General Meeting of the shareholder who issued it or of the representative designated by him/her;
- If the vote declarations omit the vote in relation to proposals presented prior to the date on which the same votes were issued, the shareholder will be considered to have abstained in relation to those proposals;
- Postal votes count as negative votes in relation to deliberative proposals presented subsequent to the date on which those votes were issued.
- The Chairman of the Board of the General Meeting is responsible for checking whether the statements of vote by correspondence are compliant; votes corresponding to statements not accepted as valid will be deemed not issued.
Without prejudice to constantly monitoring the adequacy of its model and to respond immediately to any request addressed to it in a different direction, ALTRI has been encouraging the physical participation of its shareholders, either directly or through representatives, in its general meetings, considering that they are the ideal moment for Shareholders to come into contact with the management team, taking advantage of the presence of the members of the other governing bodies, namely the Statutory Audit Board and the Statutory Auditor, as well as the members of the Remuneration Committee. This interaction has been beneficial for the Company.
In this context, the Company has not implemented the mechanisms required to allow exercising the right to vote by electronic means, or the possibility of attending the meeting by telematic means. These forms of voting and participation were never requested by any of the Company's Shareholders, so it is considered that the absence of such forms of voting and participation does not entail any constraint or restriction on the exercise of the right to vote and participate in General Meetings.
We should also note that the Company discloses, within the applicable legal deadlines and in all places required by law, the calls to General Meetings, which contain information on how shareholders can qualify to participate and exercise their voting rights, as well as on procedures to be adopted to allow exercising the right to vote by correspondence or to appoint a representative.
The Company also discloses, in accordance with applicable legal provisions, the deliberation proposals, the preparatory information required by law, representation letter drafts and ballot papers for exercising the right to vote by correspondence, in order to guarantee, promote and encourage the participation of the shareholders or their appointed representatives in the General Meetings.
In this context, the Company believes that the current model promotes and encourages, in the terms broadly described in this Report, the participation of the Shareholders in the General Meetings.
Maximum percentage of voting rights that may be exercised by a single shareholder or by shareholders that are in any of the relationships referred to in Article 20(1) of the Securities Code
There are no limitations on the number of votes that may be held or exercised by a single shareholder or Group of shareholders.
Shareholders' resolutions that, by statutory requirement, may only be taken with a qualified majority
In accordance with the Company's Articles of Association, corporate resolutions are taken by a majority of the votes cast, regardless of the percentage of share capital represented at the meeting, unless a different majority is required by law.
In a second call, the General Meeting may deliberate regardless of the number of shareholders present and the share capital they represent.

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The deliberative quorum of the General Meeting is required at ALTRI in accordance with the provisions of the CSC.
1. MANAGEMENT AND SUPERVISION
  predominance of the male gender, at ALTRI there are more and more women in leadership positions.
  ALTRI values people and recognises their merit for their excellent performance, promoting equal opportunities and non-discrimination.
  1. Composition
Identification of the corporate governance model in place

ALTRI adopts the governance model, which includes a Board of Directors and a Statutory Audit Board, as provided for in Article 278(1)(a) of the CSC, and a Statutory Auditor, in compliance with the provisions of Article 413(2)(a) of the CSC, by reference to the aforementioned Article 278(3).
The Board of Directors is, therefore, the body responsible for managing the Company's business in pursuit of its corporate purpose, determining its strategic orientation, without prejudice to the monitoring and assessment of management by the Statutory Audit Board, within the scope of its powers.
The Company continuously monitors the adequacy of the model in place, which has proved to be perfectly suitable and crucial for the Group's good performance, ensuring an adequate flow of information between the various company bodies.
ALTRI Group has incorporated a policy of diversity in the composition of its governing bodies, with emphasis on gender diversity.
Considering that the activities carried out by the Group's companies are industrial and forestry management activities where there is a historical
The members of the Board of Directors who are currently in office have already shown that they have the individual characteristics (namely competence, independence, integrity, availability and experience) to fully perform their duties in line with the interests of the Company and its Shareholders, thanks to their seniority and experience.
The Company, through the Corporate Governance Committee, periodically assesses the adequacy of the current model to the size of the company and the complexity of the risks inherent in its activity. The Board of Directors, in turn, assisted by the various bodies and committees of the Company, promotes the continuous improvement of its procedures, approving regulations and policies, current and capable of responding to the growing challenges of today's society.
Statutory rules on procedural and material requirements for the appointment and replacement of members of the Board of Directors, where applicable
The members of the Company's Board of Directors are elected by the Shareholders, by resolution taken at the General Meeting. The members of the Board of Directors are elected for a period of three years and can be re-elected one or more times.The Board of Directors is composed of an even or odd number of members, with a minimum of three and a maximum of fifteen, shareholders or not, elected by the General Meeting, which may, immediately, appoint its President.
The Group's market positioning and the results disclosed to the public over the years, particularly in demanding and challenging years such as the year 2025, show that the Company's management team has been performing its duties with a high level of expertise, precision and competence.
Also with regard to the election of the members of the Board of Directors, it is important to mention the statutory rule set forth in Article 15 of the Articles of Association, according to which, at the electoral General Meeting, one director may be elected among the candidates proposed on the lists endorsed by

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Groups of shareholders, depending on whether the total number is three or four, five or six, seven or more than seven, provided that none of said Groups holds shares representing more than twenty percent and less than ten per cent of the Company's share capital. If there are proposals to that effect, the election will be held separately before the election of the other directors. Each of the aforementioned lists shall propose at least two candidates eligible for each of the available positions. No shareholder may subscribe to more than one of the aforementioned lists, and if, in a single election, lists are submitted by more than one group, the voting will be based on all of these lists. These rules will only apply if, under any circumstances, the Company is considered to be a public company, a State concessionary or an entity equivalent to it.

Composition of the Board of Directors

The Board of Directors, currently composed of fifteen members, is the body responsible for managing the Company's business in the pursuit of its corporate purpose, as well as for determining ALTRI's strategic orientation; therefore, in carrying out its duties, the Board of Directors always acts in the manner it deems more suitable to defend the Company's interests, focused on permanently creating value for its shareholders and other stakeholders.

On December 31, 2025, this body was composed of the following members:

Alberto João Coraceiro de Castro - Chairman
Paulo Jorge dos Santos Fernandes - Vice-President
João Manuel Matos Borges de Oliveira - Vice-President
José Armindo Farinha Soares de Pina - Member
Carlos Alberto Sousa Van Zeller e Silva - Member
Vítor Miguel Martins Jorge da Silva Martins - Member
Miguel Allegro Garcez Palha de Sousa da Silveira - Member
João Carlos Ribeiro Pereira - Member
Sofia Isabel Henriques Reis Jorge - Member
Domingos José Vieira de Matos - Member
Pedro Miguel Matos Borges de Oliveira - Member
Ana Rebelo de Carvalho Menéres de Mendonça - Member
Laurentina da Silva Martins - Member
Maria do Carmo Guedes Antunes de Oliveira - Member

Paula Simões de Figueiredo Pimentel Freixo Matos Chaves -Member

All the members of the Board of Directors were elected at the General Meeting held on April 28, 2023 for the 2023/2025 triennial.

Name	First Nomination	End of mandate
Paulo Jorge dos Santos Fernandes	March 2005	31 December 2025
João Manuel Matos Borges de Oliveira	March 2005	31 December 2025
Domingos José Vieira de Matos	March 2005	31 December 2025
Laurentina da Silva Martins	March 2009	31 December 2025
Pedro Miguel Matos Borges de Oliveira	April 2014	31 December 2025
Ana Rebelo de Carvalho Menéres de Mendonça	April 2014	31 December 2025
Alberto João Coraceiro de Castro	April 2020	31 December 2025
Maria do Carmo Guedes Antunes de Oliveira	April 2020	31 December 2025
Paula Simões de Figueiredo Pimentel Freixo Matos Chaves	April 2020	31 December 2025
José Armindo Farinha Soares de Pina	April 2020	31 December 2025
Carlos Alberto Sousa Van Zeller e Silva	April 2020	31 December 2025
Vítor Miguel Martins Jorge da Silva	April 2022	31 December 2025
Miguel Allegro Garcez Palha de Sousa da Silveira	April 2023	31 December 2025
João Carlos Ribeiro Pereira	April 2023	31 December 2025
Sofia Isabel Henriques Reis Jorge	April 2023	31 December 2025

Distinction to be drawn between executive and non-executive members of the Board of Directors and, as regards non-executive members, identification of the members that may be considered independent
As of 31 December, 2025, the Board of Directors, made up of fifteen members, included six executive members: José Armindo Farinha Soares de Pina (chairman), Carlos Alberto Sousa Van Zeller e Silva (vice-chairman), Vítor Miguel Martins Jorge da Silva, Miguel Allegro Garcez Palha de Sousa da Silveira, João Carlos Ribeiro Pereira and Sofia Isabel Henriques Reis Jorge (members).
The Board of Directors also included three independent members: Alberto João Coraceiro de Castro, Maria do Carmo Guedes Antunes de Oliveira and Paula Simões de Figueiredo Pimentel Freixo Matos Chaves.
ALTRI considers that the independence criteria set forth in section 18.1 of the Annex to CMVM Regulation 4/2013, which classifies the directors as independent directors, and the independence criteria set forth in recommendation IV.2.4. of the IPCG's Corporate Governance Code have been met with regard to these three directors.

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The other directors, Paulo Jorge dos Santos Fernandes, João Manuel Matos Borges de Oliveira, Domingos José Vieira de Matos, Pedro Miguel Matos Borges de Oliveira, Ana Rebelo Carvalho Menéres de Mendonça and Laurentina da Silva Martins are non-executive directors, not independent.
In 2025, six members of the Board of Directors performed executive duties and were part of the Company's Executive Committee, designated by the Board of Directors, a body that prepared and approved the Regulations for the Operation of the Executive Committee with the consequent delegation of powers.
The number of executive directors, throughout the year 2025, corresponded to 40% of the members of the Board of Directors, and this number, when compared to the total number of members of the body, is appropriate and balanced in view of the nature and size of the Company.
This conclusion results, in particular, from the consideration of the experience, background, profile and knowledge of the executive directors, as well as the powers that have been delegated by the Board of Directors, including the specific skills of each of the executive directors, considering that this number of members, in light of the risks and requirements inherent to their activity, is sufficient to ensure an effective, efficient and prudent management of the Company.
The activity of the executive directors is carried out in articulation with the work of the other members of ALTRI's Board of Directors (i.e., the non-executive directors), which, also considering their personal profile, career and professional experience, are sufficient in number, appropriate and balanced to the nature and size of the Company.
In fact, ALTRI considers that the number of non-executive directors allows for an effective monitoring, as well as a true supervision and inspection, of the activity carried out by the executives, especially considering that the Company has developed mechanisms to allow the non-executive directors to make independent and informed decisions, namely through:
- Ensuring that the executive directors are available to provide non-executive directors with all the additional information deemed relevant or necessary, as well as to carry out further studies and analyses
  concerning all matters that are deliberated upon, or otherwise analysed, by the Company;
- Sending the calls for meetings to all the members of the Board of Directors in advance and in a timely manner, including the corresponding meeting agenda, even if provisional, together with all the other relevant information and documentation;
- Ensuring that all the records of the Company and its subsidiaries, namely minutes books, share registration books, contracts and other documents supporting the operations carried out by the Company or its subsidiaries are available for examination, and that a direct channel for obtaining information is created and promoted among the directors and the operational and financial officers of the various companies that are part of the Group, without the need for executive directors to take part in that process.
The management report includes, in the appendices, the "Activity carried out by the non-executive members of the Board of Directors", a description of the activity carried out by the non-executive directors in FY 2025.
Professional qualifications of the members of the Board of Directors
The curriculum of the members of the Board of Directors are presented in Appendix I of the Governance Report.
Regular and significant family, professional or commercial relationships between the members of the Board of Directors and shareholders to whom a qualified shareholding with voting rights exceeding 2% can be ascribed
On December 31, 2025:
The Co-Vice-President of the Board of Directors Paulo Jorge dos Santos Fernandes is a director and majority shareholder of ACTIUM CAPITAL, S.A., a company holding 14.78% of ALTRI's share capital.
The Co-Vice-President of the Board of Directors João Manuel Matos Borges de Oliveira is a director and majority shareholder of CADERNO AZUL, S.A., a company holding 16.67% of ALTRI's share capital, and is brother of the director Pedro Miguel Matos Borges de Oliveira.

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The director Pedro Miguel Matos Borges de Oliveira is the President of the Board of Directors of the company 1 THING, INVESTMENTS, S.A., a company holding 10.01% of ALTRI's share capital and is João Manuel Matos Borges de Oliveira's brother.
The director Domingos José Vieira de Matos is a director and majority shareholder of VIEIRA DE MATOS - VDM CAPITAL, S.A., a company holding 16.60% of ALTRI's share capital.
The director Ana Rebelo de Carvalho Menéres de Mendonça is a director and majority shareholder of PROMENDO INVESTIMENTOS, S.A., a company holding 17.54% of ALTRI's share capital.
ALTRI has a policy of preventing situations of conflict of interest, which is foreseen in the Regulation on Related Parties Transactions and Conflicts of Interest, approved by the Board of Directors on 5 June 2023 for the mandate 2023/2025, having obtained the respective favourable prior opinion of the Company's Statutory Audit Board. Additionally, there is a Code of Ethics, which is also transversally applicable to all levels of the organisation, including members of the corporate bodies.
According to the Code of Ethics, one of ALTRI's values is integrity. Integrity implies total correctness in the relationship with others and with the company, assuming loyalty and transparency in behavior. ALTRI trusts in the integrity of all its employees. Therefore, it does not allow any conflict of interest situations between any Employee or Partner and ALTRI.
A conflict of interest exists when (i) the Employee's or Partner's private interest interferes, or appears to interfere in any way, with the interests of the company as a whole and/or (ii) an Employee or Partner, or close family members or friends, receive an improper personal benefit as a result of that Employee's or Partner's position in the company.
When faced with a potential conflict of interest situation, Employees or Partners should:
1. inform their direct supervisors, in writing, of the conflict of interest in which they are or may be involved, before undertaking any transaction or completing the business in question;
2. refrain from (i) intervening in or influencing, directly or indirectly, the making of decisions that may affect entities with which there may be a
conflict of interest, and (ii) participating in meetings where such decisions are discussed or confidential information affecting such conflict is evaluated.
At all times, the Employee or Partner must refrain from acting on their own motivations, not giving priority to their own interests or those of third parties, whenever this could jeopardise ALTRI's interests.
Organisational charts or flowcharts concerning the allocation of powers to the various governing bodies, committees and/or departments, including information on delegations of powers, particularly with regard to the delegation of the company's day-to-day management
Governing bodies and committees

In accordance with ALTRI's current governance structure, the Board of Directors is the body responsible for managing the Company's business in pursuit of its corporate purpose, as well as for determining the Group's strategic orientation, always acting in the manner it deems more suitable to defend the Company's interests, focused on permanently creating value for the company, its shareholders and other stakeholders. The Board of Directors is currently composed of fifteen members elected at a General Meeting, one of whom is the chairman, two vice-president and twelve members, nine of whom are non-executive members.
The specialised Committees within the Board of Directors work on the issues under their responsibility with precision and depth, establishing, whenever necessary, direct contacts with the operational teams, and prepare in advance the information that is taken to the Board of Directors, so that the debates in this governing body may achieve conscious and enlightened deliberations.

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REPORT AND OPINION OF THE STATUTORY AUDIT BOARD
In the exercise of its functions, the Board of Directors is constantly interacting with the Statutory Audit Board and the Statutory Auditor, thus cooperating with the supervisory body in a regular, transparent and precise manner, in compliance with the corresponding operating regulations and the best corporate governance practices.
There is no limitation to the maximum number of positions that may be accumulated by directors on the management bodies of other companies. Therefore, the members of the Company's Executive Committee are in most cases members of the management bodies of the Group's subsidiaries, ensuring close and permanent monitoring of their respective activities.
ALTRI's Board of Directors encourages all operational divisions and areas to create multidisciplinary teams with a view to developing relevant projects for the Group; this multidisciplinary allows ensuring that all issues are identified and that the ways of solving these issues are analysed from different perspectives, providing a more cross-cutting insight into the topics under analysis. ALTRI believes that establishing agile and effective communication channels between the Company's divisions, and between these and the operational areas, and between all of these and the boards of directors of the various subsidiaries and of the Company itself is the best way to implement projects, to identify the risks associated with these, to develop the mechanisms necessary to mitigate these risks, from a truly comprehensive perspective analysed from different points of view.
ALTRI believes that an effective flow of information within the organisation is the only way to ensure an adequate flow of information between the multidisciplinary teams and the governing bodies and, consequently, between these and the shareholders, investors, other stakeholders, financial analysts and the market in general.
In compliance with this Group policy, which is perfectly in line with recommendation
II.1.1. of the Corporate Governance Code of the IPCG, and in compliance with the applicable legal regulations, ALTRI ensures the accurate and timely disclosure of information to the market, through the CMVM's Information Disclosure System (CMVM's IDS), guaranteeing that the information is made available to its shareholders, other stakeholders and the market in general at the same time and with the same level of detail.
In line with the above, ALTRI lists the Company's Committees and/or departments and their powers and attributions:
Executive Commitee
The Executive Committee is responsible for the day-to-day management of the Company, under the terms set forth in the respective delegation of powers, which observes the limits set forth in article 407(4) of the Portuguese Companies Code.
The Executive Commitee manage its activity in accordance with the purposes of the Company and with the values, principles e strategies set forth by the Board of Directors.
The Executive Committee shall regularly and always in an adequate and timely manner provide information concerning the management of the Company and its subsidiaries, to the Board of Directors and the Statutory Audit Board.
Corporate Governance Committee
The Corporate Governance Committee was created in September 2024 by the Board of Directors, in accordance with the recommendations of the IPCG, thus providing a forum for debate and reflection on the Company's Governance model.
This competence was included in the Strategic, Operational & Governance Monitoring Committee, however dissolved on the same date. It was found that, due to the way it was constituted (comprising the CEO and the five directors holding qualified holdings), it monitored the Company's activities in a way that is already carried out, in greater detail and depth, by the Board of Directors.
Therefore, given that there is a redundancy in the topics addressed by this committee with the topics addressed by the Board of Directors and with the consequent duplication of time spent, without any significant advantages arising therefrom, the Board of Directors decided to dissolve it, given that the Committee had thus exhausted its usefulness.
The current Corporate Governance Committee's mission is, in particular, to assess and evaluate the corporate governance model, including the presentation of review proposals, assess and monitor the Company's governance practices and assess the level of compliance by the Company with legal and regulatory standards, as well as recommendations and guidelines issued by the competent authorities, relating to corporate governance.

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In 2025, the Corporate Governance Committee reflected, once more, on the governance model in a broad sense (which includes the committees created by the Board of Directors in May 2023, after the election of the bodies for the 2023/2025 term by the General Assembly), reinforcing the following conclusions:
- ALTRI's Governance model, which is in force in the current term 2023/2025, is a model that has been reflecting ALTRI's growing path in strengthening its structure, and which was designed to reflect the commitment of the governing bodies to a structure developed in the image and size of the group;
- The Corporate Governance Committee, highlighted, in its analysis, that it evaluates very positively the subsequent steps that the corporate bodies have been taking in a permanent concern to strengthen and further increase the creation of specialized committees, as well as the adoption of important regulations and policies;
- With regard to sustainability, the important contribution of the Sustainability, Audit & Risk Committee in monitoring the implementation measures of the 2030 commitment undertaken by ALTRI was highlighted;
- The Corporate Governance Committee concluded that ALTRI's Governance model, in force in the current term 2023/2025, has proved to be perfectly suited to the challenges of the business and the organisation.
  Ethics Committee
  The Ethics Committee is a specialized committee within the Board of Directors, responsible for accompanying the disclosure and compliance with the Group's Code of Ethics, monitoring compliance with and observance of the rules contained therein, in the personal and professional conduct of all its employees with respect for common ethical principles, regardless of their position or function. The mission of this committee includes ensuring the regular operation of mechanisms for reporting irregularities that constitute ethical or legal violations, assessing such reports and forwarding them, as applicable, to the body responsible for the matter in question. This Committee also monitors the implementation of the measures included in the Group's current Equality Plan. The Ethics Committee works in perfect articulation with the Board of Directors, to which it periodically reports on the performance of its activities.
  In addition to having non-executive directors in its composition, it is also integrated by the executive Director responsible for the Area of Sustainability, Risk, Communication, and People & Talent, as well as the Head of Legal Department, who should assist the activity of this commission. The Ethics Committee also has two members of the Statutory Audit Board.
  Sustainability, Audit & Risk Committee
  The Sustainability, Audit & Risk Committee is also a specialized committee within the Board of Directors, whose primary mission is to participate in defining and monitoring the Group's sustainability, audit and risk policies and strategies. In addition to having non-executive Directors in its composition and the executive Director responsible for the sustainability area, it is also integrated by the Head of the group's Legal Direction, whose areas must assist the activity of this committee.
  This Committee shall hold at least once a year a joint meeting with the Statutory Audit Board, where it shall establish a cross-cutting dialogue between the Committee and the Statutory Audit Board on the subjects falling within the competences of each of the bodies. At this annual meeting, the Internal Audit Director is invited to participate, presenting a report to both the Committee and the Statutory Audit Board on the activity developed and the Risk Officer who also presents a report of his activity. This annual meeting continues with the presence of the ROC, which presents the conclusions of the audit work to the Committee and the Statutory Audit Board.
  Remuneration Committee
  Unlike the other committees, the Remuneration Committee is elected by the General Meeting, in compliance with the provisions of Article 399(1) of the Portuguese Companies Code and the Bylaws of the Company. It is the committee responsible for evaluating performance and approving the remuneration of the members of the Board of Directors and the other corporate bodies. It is up to this committee, in compliance with the provisions of Article 26-A and following of the Portuguese Securities Code, and recommendation VI.2.2. of the IPCG's Corporate Governance Code, to prepare the Statement on the Remuneration and Compensation Policy of the Corporate Bodies, as well as the proposal for approval of this policy, and submit it to the scrutiny of the deliberative body for this matter, which is the General Meeting.
  If the Remuneration and Compensation Policy of the Corporate Bodies is approved by the General Meeting, it is the responsibility of this committee to fight for its application, monitoring its permanent adequacy to the situation of the Company.
  In terms of corporate management, ALTRI highlights the following areas:
  Corporate Areas
  
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  The Corporate Directions report directly to the Chief Executive Officer (CEO), and are as follows:
- Investor Relations and M&A (Mergers and Acquisitions);
- Legal, General Secretary and Representative for Market Relations;
- Compliance;
- Internal Audit.
  Operational Area
  The Operational Directions that report to the Chief Operational Officer (COO), are as follows:
- Industrial Directions (all units) of the Group;
- Innovation and Technological Development;
- Energy, Energy Transition and Asset Management;
- Engineering Techniques;
- Product Development and Process Transformation;
- Strategic Projects.
  Financial Area & Shared Services
  The Directions that compose the Financial and Shared Services Area report to the Chief Financial Officer (CFO) are as follows:
- Financial Operations and Risk Management;
- Accounting, Tax and Incentives;
- Consolidation, Financial and Tax Reporting;
- Planning and Management Control;
- IT (Information Technology);
- Purchasing and Procurement.
  Forestry Area
  The Directions that compose the Forestry Area, which is under the responsibility of the Director of the area that is member of the Executive Committee, are as follows:
- Forest Department;
- Supply, Procurement and Supplier Development;
- Forestry Strategy and Development.
  Commercial Area
  The Directions that compose the Commercial Area, which is under the responsibility of the Director of the area that is member of the Executive Committee, are as follows:
- Logistics & Back Office;
- DWP and Paper Pulp Sales;
- Marketing & Business Inteligence.
  Sustainability, Risk, Communication, People and Talent
  The Directions that compose the Sustainability, Risk, Communication and People & Talent Area, which are under the responsibility of the Director of the area that is member of the Executive Committee, are as follows:
- Sustainability;
- Risk;
- Communication;
- People & Talent;
- Occupational Health.
Resolutions on structuring matters of the Group's activity are taken by the Board of Directors as a collegial body composed of all its members, executive and non-executive, in the normal performance of their duties. The ALTRI Executive Committee, composed of six directors - CEO, COO, CFO and also by the three directors responsible for Commercial, Forestry and Sustainability, Risk, Communication, People & Talent, focus their activity essentially on the daily management of the business and implementation of the Board of Directors' resolutions.
The six members of the Executive Committee (which are - CEO, COO, CFO, the director responsible for the Forestry area, the director responsible for the Commercial area and the director responsible for the Sustainability, Risk, Communication, People & Talent areas) compose the Board of Directors of the Group's subsidiaries, thus ensuring in-depth knowledge of the business, close to the operations and people, which means that the decisions taken at the level of the Group's holding company, ALTRI, are even more conscious and informed.
ALTRI believes that the deeper the knowledge of the Company's directors about the specifics and subtleties of the business, the better their decisions on strategic lines and, consequently, the more successful the decisions taken by the top management.
Accordingly, and considering the activities developed by the members of the Board of Directors, both at ALTRI and at its subsidiaries, the Company's organisation chart as of 31 December 2025 was as follows:

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Members of the Board of Directors
1. Functioning
Availability and location of the regulations governing the functioning of the Board of Directors
the Governing Body Remuneration and Compensation Policy, as well as for preparing a proposal for the approval of said Policy and for submitting it to the General Meeting, which is the deliberating body responsible for deciding on these matters.
The regulations governing the functioning of the Board of Directors are available on the Company's Internet webpage at (https://www.altri.pt) ("Investors" tab, "Governance" section).
Number of meetings held by the Board of Directors and attendance record of its members
Article 17 of the Company's Articles of Association establishes that the Board of Directors shall meet ordinarily, at least once a quarter, and extraordinarily, whenever convened, verbally or in writing, by its Chairman or at the request of any two directors.
The quorum for any meeting of the Board of Directors requires that the majority of its members be present or duly represented.
In 2025, the Board of Directors held seven meetings with all directors present or represented.
The meetings of the Board of Directors are scheduled in the last meeting of each year for the following year, and prepared in advance, and all the documentation supporting the proposals included in the agenda is made available, ensuring that the conditions are in place for directors to fully exercise their duties and take fully informed decisions.
Similarly, call notices and, subsequently, meeting minutes are made available to the chairman of the Statutory Audit Board, creating a regular flow of information that fosters an active and permanent supervision.
Details regarding the governing bodies responsible for assessing the performance of executive directors
In line with what is stated in section 21 above, the Remuneration Committee is the body responsible for assessing the performance and approving the remuneration of the members of the Board of Directors and other governing bodies. This committee is responsible, in compliance with the provisions of Articles 26-A and following of the CVM, and of recommendation VI.2.2. of the Corporate Governance Code of the IPCG, for preparing the Declaration on
Once the Governing Body Remuneration and Compensation Policy reflected in said Declaration is approved by the Shareholders at a General Meeting, this committee is responsible for enforcing its application, while ensuring that it is in line with the Company's reality.
At least one member of the Remuneration Committee must attend the Annual General Meetings at when the Declaration on Governing Body Remuneration and Compensation Policy is on the Agenda, in order to ensure that any doubts regarding said Declaration that may arise therein are clarified.
Pre-established criteria for assessing the performance of executive directors
The assessment of the performance of executive directors is based on pre-established criteria, based on performance indicators objectively set for each term of office, which are in line with the Company's medium-/long-term performance and business growth strategy.
The remuneration of the executive members of the Board of Directors contains a variable component, which includes a short-term variable premium, and a medium-term variable premium.
The short term variable premium is paid annually and cannot be higher than the annual fixed remuneration.
The Medium Term Variable Premium is configured in the form of Phantom Shares, which is a calculation formula that consists of the establishment, a priori, of a value for ALTRI shares, which will correspond to the value of the closing share price on a given day and assuming an investment of a certain amount in the Company's shares, and may be exercised in full, within a certain period to be agreed upon which shall never be less than three years from the date of attribution, or by the maximum amount of 50% (fifty percent) within 4 (four) years and the remaining amount of 50% (fifty percent) within 5 (five) years, in any case as from the date of attribution, subject to the verification and fulfillment of quantitative performance objectives associated with the Total Share Return, for which reason its payment is not guaranteed.

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This formula for calculating the Medium Term Variable Premium in the form of Phantom Shares, by deferring the time of payment by at least 3 (three) years, allows the performance of the executive directors to be aligned with the long term interests of the Company, without transferring ownership of the shares to the executive directors.
Variable Remuneration Allocation Criteria
1. the variable component (short and medium term) is determined in accordance with the individual performance of each executive director, taking into account the respective annual individual assessment, in accordance with previously defined quantitative (of a financial and nonfinancial nature) and qualitative objectives;
2. quantitative and qualitative objectives are long-term in nature and therefore have a timeframe that may extend over one or more years;
3. individual quantitative objectives must reflect the Company's financial performance, namely its growth and the return generated for shareholders. The financial indicators must take into account the Company's strategic objectives, in particular the evolution of the Company's turnover and results and the financial and capital strength of the Company;
4. individual qualitative objectives must reflect the achievement of environmental, social, corporate governance and team management capacity indicators;
5. the individual performance assessment process for each executive director is annual and must be supported by concrete evidence, made available to the ALTRI Remuneration Committee;
6. In addition to the variable component that may be attributed to the executive directors, no non-monetary benefits are attributed to the members of the management body, other than the means made available to them for the performance of their duties and a personal health and accident insurance policy in accordance with market practices.
  Process for determining the variable remuneration:
  1. An internal evaluation process is observed (always based on the criteria of the Remuneration Policy) carried out hierarchically, whereby: the Chairman of the Board of Directors leads the evaluation process in relation to the Chairman of the Executive Committee and the latter leads the evaluation process in relation to the other executive directors, whose reporting is under his responsibility;
  2. The leader of each evaluation process may call for the participation of non-executive directors who may contribute, due to their experience and know-how in certain areas, to the evaluation process in question;
  3. The Remunerations Committee analyses the evaluation process carried out, in light of the current Corporate Body Remuneration Policy and finally confirms, in view of the available information, the adequacy and general coherence of the process, setting the variable remuneration.
Special Rules Applicable to the Remuneration of Directors
- The overall fixed remuneration of the Board of Directors, including remuneration paid by subsidiaries to members of the Board of Directors, shall not exceed 4,000,000 Euros per annum;
- The variable component of the remuneration, once determined, awarded and paid, cannot be refunded by the executive director who has received it, even in the event of early termination, for whatever reason, of his functions, without prejudice to the Company's general right to compensation in the event of damage caused by the actions of the executive directors, which includes the right to withhold amounts awarded, but not yet paid, as a variable component of remuneration;
- In view of the different business areas covered by the Company, it is considered appropriate that the payment of the fixed and/or variable component of the remuneration of executive directors may be divided between the Company and subsidiary companies, or paid only by subsidiaries whose management bodies comprise them, in accordance with the terms to be defined by ALTRI's Remuneration Committee;
  
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- If contracts are signed with members of the management or supervisory bodies for contractual regulation, such contracts shall not exceed the term of office without prejudice to the principle of contract renewal concurrently with the renewal of the term of office, and without specifically applicable notice periods.
The individual performance assessment process for each executive director is annual and must be supported by concrete evidence, made available to the ALTRI Remuneration Committee.
found that there was redundancy in the topics addressed by this Committee that were already addressed by the Board of Directors, thus this Committee having exhausted its usefulness.
The Corporate Governance Committee was also created on September 19, 2024, whose main mission is to assess, evaluate and monitor the Company's corporate governance model.

The operating regulations of these committees are available for consultation on the Company's website (https://www.altri.pt) ("Investors" tab, "Governance" section).
Availability of each of the members of the Board of Directors and details of the positions held at the same time in other companies within and outside the group, and other relevant activities carried out by members of these boards throughout the financial year
ALTRI's directors, in particular the executive directors, are fully committed to their demanding duties. Therefore, the Group's senior managers are very present, being close to their people and their business.
Their professional activities, the names of other companies where they perform management duties and details of other relevant activities carried out by them are presented in Appendix I of the Governance Report.
1. Committees within the management or supervisory body and managing directors
Identification of the committees created within the Board of Directors and the location where the regulations governing their functioning are available
After the election of bodies at the 2023 Shareholders Annual General Meeting, the Board of Directors created the following committees, by resolution taken on June 5, 2023: (i) Executive Committee, (ii) Strategic, Operational & Governance Monitoring Committee; (iii) Ethics Committee and (iv) Sustainability, Audit & Risk Committee. These committees were created for the term 2023-2025 and have as their mission, in the respective areas that are assigned to them, to provide all necessary support to the Board of Directors in the regular performance of its functions.
On September 19, 2024, the Board of Directors decided to dissolve the Strategic, Operational & Governance Monitoring Committee, given that it was
Composition, if applicable, of the executive committee and/or identification of the managing director(s)
In a resolution of the Board of Directors dated June 5, 2023, an Executive Committee was appointed, made up of the following Directors: Eng. José Armindo Farinha Soares de Pina (President); Eng. Carlos Alberto Sousa Van Zeller e Silva (Vice-President); Dr. Vítor Miguel Martins Jorge da Silva, Eng. Miguel Allegro Garcez Palha de Sousa Silveira, Dr. João Carlos Ribeiro Pereira e Eng. Sofia Isabel Henriques Reis Jorge, the operating Regulations of this Committee have also been adopted, which have their delegation of powers.
In this way, of the fifteen members that make up the Board of Directors, six integrate the Executive Committee, which has the powers of day-to-day management of the Company, under the terms and for the purposes established in the respective delegation of powers and with the limits provided for in article 407, no. 4, of the Commercial Companies Code.
The Executive Committee develops its activity in accordance with the interests of the Company and bearing in mind the values, principles and strategies defined by the Board of Directors.
The Executive Committee must provide, in an appropriate and timely manner, whenever requested to do so by the corporate bodies of the Company, information on the management of the Company and its its dominated societies.
Additionally, the Executive Committee is responsible for ensuring the following:
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- prior and timely delivery, to all members of the Board of Directors, notices of meetings of that body, including agenda, even if provisional meeting, accompanied by other relevant information and documentation;
- availability for the supply, to the non-executive directors, of all the additional information they deem relevant or necessary, as well as to proceed with the more in-depth studies and analyses in relation to all matters that are the subject of deliberation or that, if not, are under analysis, in any way, in the Company, and yet,
- availability of the registration books of the Company and subsidiaries, such as minutes books, share registration books, documents supporting the operations carried out in the Company or subsidiaries, for the purposes of control and verification, as well as the availability and promotion of a direct channel for obtaining information from administrators and operational and financial managers of the Group's subsidiaries, without the need for any intervention by the executive directors in this process.
Description of the powers of each of the committees and summary of the activities carried out in the exercise of the corresponding powers
The Executive Committee was appointed by the Board of Directors in 2023 for the 2023-2025 term, and is responsible for carrying out its activities in accordance with the Company's interests and in view of the values, principles and strategies defined by the Board of Directors.
According to the Executive Committee's Regulations, it is composed of three to six Directors of the Company.
As of December 31, 2025, the Executive Committee was composed of the following members:
- José Soares de Pina (Chairman)
- Carlos Van Zeller
- Miguel Silva
- Miguel Silveira
- João Pereira
- Sofia Reis Jorge
  In accordance with the provisions of the Board of Directors' Regulations, members of the Executive Committee are authorized to hold executive positions in companies outside the Altri Group, provided that the exercise of
  these positions (i) is previously approved by the Board of Directors, (ii) does not constitute an obstacle to the availability required for the performance of the functions carried out in the Altri Group, and (iii) does not trigger a potential or actual conflict of interest with the functions performed by them in the Altri Group.
  The Executive Committee, during the year 2025, was responsible, namely, for monitoring management of the Company's activity, as established in the respective delegation of powers, and by ensure the execution of the decisions and policies deliberated by the Board of Directors.
  The Executive Committee informed the Board of Directors and corporate bodies about the activity developed during the year 2025, providing information on the decisions taken and the most relevant actions that have been taken to materialize the decisions and policies deliberated by the Board of Directors.
  During the year 2025, the Executive Committee met forty-five times, with such meetings having an attendance rate corresponding to 100%. The minutes of these meetings are recorded in the minute book of the Executive Committee, in accordance with the applicable legal terms.
  The Ethics Committee was appointed by the Board of Directors, in the year 2023, for the three-year term 2023-2025, and is responsible for promoting and disclosing the principles and rules that guide the internal and external relationships established between all companies of the Altri Group with its stakeholders, with the primary objective of guiding the personal and professional conduct of all employees in respect of common ethical principles, regardless of their position or function.
  In accordance with the Regulations of the Ethics Committee, the same is composed of:
  1. two to five Directors of the Company;
  2. one or more members of the Statutory Audit Board;
  3. one to three Directors of the Company who report directly to executive Directors and are responsible for areas that can contribute to the Committee's best performance.
    At 31 December 2025, the Ethics Committee was composed of the following members:
    - Laurentina Martins (Chairman)
      
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    - Paula Pimentel (Vice-Chairman)
    - Sofia Reis Jorge
    - Jorge Marrão
    - Pedro Pessanha
    - Raquel Rocha Carvalho
  In the performance of its duties, the Ethics Committee is responsible for:
  1. proposing the approval of amendments to the Code of Ethics and Conduct, whenever necessary or convenient;
  2. monitoring the disclosure of and compliance with the Code of Ethics and Conduct;
  3. ensuring the regular operation of the mechanisms for communicating irregularities that constitute legal or ethical violations;
  4. assessing the communications of irregularities, by any employee, partner, supplier or any other stakeholder and, when applicable, forward them to the competent ALTRI bodies;
  5. clarifying the issues that are submitted to its appreciation and that fall under its competence;
  6. issuing appraisals, recommendations and clarifications on the Code of Ethics and Conduct, as well as on any codes of ethics and good conduct, whenever necessary or convenient;
  7. proposing instruments, policies and objectives on ethics, good conduct and equality;
  8. informing the Board of Directors on the activity it carries out;
  9. promoting the implementation of actions to disseminate the Code of Ethics and Conduct.
  Over the course of 2025, the Ethics Committee met seven times, with attendance at these meetings corresponding to 100%. The minutes of these meetings are recorded in the Ethics Committee minute book, as required by law.
  The Sustainability, Audit & Risk Committee operates as an internal committee of the Board of Directors, was appointed in 2023 at the proposal of the Executive Committee and is responsible for supporting the latter in defining and monitoring the sustainability, audit and risk policy and strategy.
  In accordance with the Regulations of the Sustainability, Audit & Risk Committee, the same is composed of:
  1. a minimum of three and a maximum of five Directors of ALTRI;
  2. two to four ALTRI Directors, namely with experience in ESG (Environmental, Social and Governance), sustainability, risk and internal audit matters.
    At 31 December 2025, the composition of the Sustainability, Audit & Risk Committee consisted of the following members:
    - Maria do Carmo Oliveira (Chairman)
    - Alberto Castro
    - Ana Mendonça
    - Paula Pimentel
    - Sofia Reis Jorge
    - Raquel Rocha Carvalho
  In the performance of its duties, it is the Sustainability, Audit & Risk Committee's responsibility:
  Competences in terms of Sustainability:
  1. To propose to the Board of Directors the commitments, objectives and targets for sustainability;
  2. To evaluate the alignment of the strategic with the sustainability commitments undertaken, its purpose, values and corporate culture, from its sustainability perspective;
  3. Review and evaluate the investments needed to implement the sustainability strategy;
  4. To monitor and report to the Board of Directors on the performance of sustainability indicators in line with the established policies, commitments, objectives and targets;
  5. To ensure the alignment of sustainability objectives with the sustainable development objectives defined in the United Nations agenda, with the results of stakeholder consultations and with good practices in the sector;
  6. To issue the opinions and recommendations it deems appropriate and identify and propose new challenges in these matters;
  7. To propose to the Board of Directors the approval of the Sustainability Report.
    Competences in terms of Audit and Risk:
  8. review financial information where it is submitted for consideration and report its findings to the Board of Directors in support of the Board of Directors' approval process;
    
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  9. review and deliver opinions on the half-yearly and quarterly accounts;
  10. give suggestions to the Board of Directors on its reports to shareholders to be included in the Company's annual financial statements;
  11. review and deliver an opinion on the Annual Internal Audit Plan;
  12. Based on the information provided by the operational teams, evaluate the operational procedures in order to guarantee the monitoring of internal controls, as well as the efficient management of risks;
  13. Establish the timely circulation of information between the Commission and the Board of Directors and formulate conclusions to be addressed to this body;
  14. ensure the regular flow of information between the members of the Board of Directors and the Statutory Audit Board and process the requests addressed by the latter to the Board of Directors;
  15. ensure iteration with the Statutory Audit Board, including the timely exchange of information and documentation between it and the Board of Directors, especially with regard to the strategic guidelines and risk policy established by the Board of Directors.
    Over the course of 2025, the Sustainability, Audit & Risk Committee met five times, with such meetings having an attendance rate corresponding to 100%. The minutes of these meetings are recorded in the minute book of the Sustainability, Audit & Risk Committee, under the applicable legal terms.
    The Corporate Governance Committee was appointed by the Board of Directors on September 19, 2024, for the current term of 2023-2025, being responsible for the assessment, evaluation and supervision of the Company's corporate governance model.
    According to the Corporate Governance Committee Regulations, it is composed of a minimum of three and a maximum of six Directors of the Company, one of whom is the Chairman of the Board of Directors.
    As of December 31, 2025, the Corporate Governance Committee was composed of the following members:
    - Alberto Castro (Chairman)
    - Paulo Fernandes
    - João Borges de Oliveira
    - Maria do Carmo Oliveira
    - Paula Pimentel
  In carrying out its duties, the Corporate Governance Committee is responsible for:
  1. assessing and evaluating the corporate governance model, including presenting proposals for review;
  2. assessing and monitoring the Company's governance practices;
  3. assess the level of compliance by the Company with legal and regulatory standards, as well as recommendations and guidelines issued by competent authorities, relating to corporate governance.
  During the year 2025, the Corporate Governance Committee met once, with an attendance rate of 100%. The minutes of said meeting are recorded in the minutes book of the Corporate Governance Committee, in accordance with applicable legal requirements.
  The Remuneration Committee is, unlike the other committees that are appointed by the Board of Directors, elected by the General Meeting, in compliance with Article 399(1) of the Portuguese Companies Code and the Bylaws of the Company. It is the committee responsible for performance evaluation and approval of the remuneration of the members of the Board of Directors and other corporate bodies. It is up to this committee, in compliance with the provisions of Article 26-A and following of the Portuguese Securities Code, and recommendation VI.2.2. of the IPCG's Corporate Governance Code, to prepare the Statement on the Remuneration and Compensation Policy of the Governing Bodies, as well as the proposal for approval of this policy, and submit it to the scrutiny of the deliberative body for this matter, which is the General Meeting.
  If the Remuneration and Compensation Policy for the Corporate Bodies is approved by the shareholders in the General Meeting, it is the responsibility of this committee to fight for its application, monitoring its permanent adequacy to the situation of the Company.
  As the Corporate Bodies' Remuneration and Compensation Policy was approved by the shareholders in the General Meeting, it was the responsibility of this committee to fight for its application, monitoring its permanent adequacy to the reality of the Company.
  During the year 2025, the Remuneration Committee met one time, with an attendance rate corresponding to 100%. The minute of the aforementioned meeting is recorded in the Remuneration Committee minutes book, as required by law.
  
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  STATUTORY AND AUDITOR'S REPORT
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  Company Secretary
  The Company Secretary exercises the powers attributed to him/her by law, namely the provisions of article 446-B of the Portuguese Companies Code and which are, among others, the following: a) Act as secretary for the meetings of the corporate bodies; b) Draw up the minutes and sign them jointly with the members of the respective corporate bodies and the chairman of the board of the general meeting, when this is the case; c) Keep and maintain in order the books and sheets of minutes, the attendance lists, the share registration book, as well as the related expedient; d) Issue the legal notices of meetings for all company bodies; e) Recognise the signatures of the members of the company bodies on the company's documents; f) Certify that all copies or transcriptions extracted from the company's books or filed documents are true, complete and up-to-date g) Satisfy, within the scope of his/her powers, any requests made by shareholders exercising their right to information and provide the information requested of the members of the corporate bodies performing supervisory functions regarding resolutions of the board of directors or the executive committee h) Certify the content, total or partial, of the articles of association in force, as well as the identity of the members of the various company bodies and the powers they hold; i) Certify the updated copies of the articles of association, of the resolutions of the shareholders and of the administration and of the entries in force in the company's books, as well as ensure that they are delivered or sent to the holders of shares who have requested them and who have paid the respective cost. He/she is also responsible for supporting the flow of information between the Board of Directors and the Supervisory Body and ensuring the timely registration of corporate resolutions with the Commercial Registry Office.
  All corporate secretarial duties were accurately and regularly performed in 2025, continuing the position of Effective Secretary of the Society to be held by Teresa Raquel Pereira Fernandes da Rocha Carvalho, who also uses Raquel Rocha Carvalho, and to the position of Substitute Secretary of the Society held by Sérgio Filipe Moreira da Silva, who also uses Sérgio Silva, elected to the term 2023-2025.
  1. SUPERVISION
    1. Composition
Identification of the supervisory body corresponding to the model in place
According to the governance model that has been adopted, the Statutory Audit Board and the Statutory Auditor are the Company's supervisory bodies.
Composition of the Statutory Audit Board, indicating the minimum and maximum number of members, the statutory term of office, the number of effective members, the date of first appointment and the date of expiration of each member's term of office
The members of the Statutory Audit Board are elected at a General Meeting for a period of three years and can be re-elected one or more times. It is composed of three members and one or two alternates, and it fully takes on the duties assigned to it by law, which include making a proposal for the appointment of the Statutory Auditor or Audit Firm, in compliance with the provisions of Article 413(1)(b) of the CSC, fulfilling a duty that it also assigned to it pursuant to Article 420(2)(b) of the CSC.
On December 31, 2025, this body was composed of the following members:
- Jorge Manuel de Sousa Marrão - Chairman
- Pedro Nuno Fernandes de Sá Pessanha da Costa - Member
- Ana Paula dos Santos Silva e Pinho - Member
- André Seabra Ferreira Pinto - Substitute
The member of the Statutory Audit Board Jorge Manuel de Sousa Marrão was elected, for the first time, in April 2023, for the term that started in 2023 and will end in 2025.The member of the Statutory Audit Board Pedro Pessanha was elected, for the first time, in April 2014, for the term that started in 2014 and ended in 2016, having been reelected in April 2017 for the three-year period that began in 2017 and ended in 2019, as well as in April 2020 for the three-year term that began in 2020 and ended in 2022, thus being in the exercise of a fourth term, which began in 2023 and will end in 2025. The member Ana Paula dos Santos Silva e Pinho was elected for the first time in April 2020, for the three-year period that started in 2020 and ended in 2022, having been reelected for a second term, which began in 2023 and will end in 2025.
The Company considers that the number of members of the Statutory Audit Board is fully aligned with the nature, size, risks and activity of the Company and allows ensuring that its (the Statutory Audit Board members') duties are performed in accordance with the powers and competences assigned to it.

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This analysis also took into account the structure of ALTRI and the articulation that exists between the members of this body and the other company bodies, in particular the Statutory Auditor (identified in item 39 below) and the External Auditor (identified in item 42 below).
Identification of the members of the Statutory Audit Board who are considered independent pursuant to Article 414(5) of the CSC
As a collective body, the Statutory Audit Board's independence depends on the independence of each of its members, which is assessed in accordance with the definition given under the terms of Article 414(5) of the CSC, and any incompatibilities are assessed in accordance with the definition of Article 414-A(1) of the CSC.
With the exception of the member Pedro Nuno Fernandes de Sá Pessanha da Costa, who was re-elected for the fourth term (2023-2025) and was no longer independent pursuant to paragraph 5 of Article 414 of the CSC), all other members of the Company's Statutory Audit Board thus comply with the incompatibility and independence rules identified above. Each of the members individually signs a declaration for this purpose which is submitted to the Company.
Professional qualifications of each of the members of the Statutory Audit Board and other relevant curricular information
All the members of ALTRI's Statutory Audit Board have the formation, competence and experience that allow them to fully exercise their duties, in line with the provisions of Article 414(4) of the CSC and Article 3(2) of Law 148/2015, of 9 September. The President is duly supported by the other members of the Statutory Audit Board.
In addition, Dr. Ana Paula Pinho has more than five years of experience in the sector in which Altri operates, demonstrating a solid capacity for analysis and monitoring of decision-making processes and demonstrating rigor, independence and technical skills essential for the supervision and evaluation of management practices.
The professional qualifications and other activities carried out by the Statutory Audit Board are presented in Appendix I of the Governance Report.
1. Functioning
Availability and location of the regulations governing the functioning of the Statutory Audit Board
The regulation governing the functioning of the Statutory Audit Board is available on the Company's website (https://www.altri.pt) ("Investors" tab, "Governance section").
Number of meetings held by the Statutory Audit Board and attendance record of its members
In 2025, the Statutory Audit Board held ten meetings which were attended by all its members. The minutes of the aforementioned meetings are recorded in the Statutory Audit Board minutes book, in accordance with the applicable legal provisions.
Availability of each of the members of the Statutory Audit Board and details of the positions held at the same time in other companies within and outside the group, and other relevant activities
The members of Statutory Audit Board have undertaken a commitment to the Company, which they have been scrupulously fulfilling, showing an availability that is fully in line with ALTRI's interests. The information about the qualifications, professional experience and other positions held by the members of the Statutory Audit Board is detailed in Appendix I of the Governance Report.
1. Powers and duties
Description of the procedures and criteria applicable to the supervisory body for the purposes of hiring additional services from the external auditor
The Statutory Audit Board is responsible for giving prior approval to the provision of services other than audit services by the External Auditor.
As a preliminary remark, we should note that the Board of Directors, when considering the possibility of hiring the External Auditor or the Statutory Auditor to provide additional services, makes sure, before communicating its decision to the Statutory Audit Board, that the External Auditor or the Statutory Auditor or entities within their networks are not hired to provide services that, pursuant to Commission Recommendation C(2002) 1873 of 16 May, could compromise their independence.

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Once the Board of Directors concludes that the conditions are in place and puts forward the subject to the Statutory Audit Board, the Statutory Audit Board carries out an in-depth analysis of the additional services to be provided by the External Auditor and the Statutory Auditor, taking a favourable decision if the analysis shows that: (i) hiring the additional services does not compromise the External Auditor's independence; (ii) there is a healthy balance between the regular audit services and the additional services whose provision is under analysis and that (iii) the provision of the additional services which are being proposed is not prohibited pursuant to Article 37(2) of Law no 140/2015, of 7 September. In this analysis, the Statutory Audit Board also ascertains whether
(iv) the additional services will be provided in compliance with the quality standards in force in the Group, while ensuring that, should these services be provided, they do not compromise the independence required for the performance of audit duties.
In this regard, we should note that Ernst & Young Audit & Associados - SROC, S.A., prior to accepting the award of the services, also carries out, in compliance with its internal policies, a strict assessment to make sure that the services it proposes to provide do not compromise, under any circumstances, the independence criteria it undertook to meet upon accepting the election to perform its duties.
Therefore, the Company considers that a demanding degree of control is ensured in the verification of the commitment of the independence criteria when deciding to contract additional services from the External Auditor.
We should also note that the Statutory Audit Board receives, every year, the declaration of independence of the External Auditor and the Statutory Auditor, which describes the services that were provided by them and by other entities within their network, the fees that were paid, possible threats to their independence and safeguard measures to deal with them.
Any potential threats to the independence of the External Auditor, as well as the respective safeguard measures are assessed and discussed in an open and transparent manner between the Statutory Audit Board and the External Auditor.
Other duties of the supervisory body
The Statutory Audit Board is responsible for supervising the Company, fulfilling the duties provided for in Article 420 of the CSC and its Regulations (referred to in item 34 of this report and accessible on the Company's website at https://
altri.pt/pt/investidores/governance), highlighting the following statutory and legally attributed competencies:
1. Supervises the Company's management;
2. Monitor compliance with the law and the articles of association;
3. Report annually on its supervisory action and give an opinion on the report, accounts and proposals submitted by the management;
4. Convene the General Meeting, when the chairman of the General Assembly does not convene, and shall do so;
5. Monitor the effectiveness of the risk management system, internal control system and internal audit system, if any;
6. Receive reports of irregularities submitted by shareholders, employees of the company or others;
7. Contract the provision of services of experts assisting one or more of its members in the performance of their duties, and the hiring and remuneration of experts shall take into account the importance of the matters committed to them and the economic situation of the company;
8. Fulfil the other tasks laid down in the law or articles of association;
9. Monitor the process of preparing and disseminating financial information;
10. Propose to the General Assembly the appointment of the Statutory Auditor;
11. Inspect the audit of the company's accounts;
12. Monitor the independence of the Statutory Auditor, in particular with regard to the provision of additional services.
The Statutory Audit Board represents the Company before the External Auditor and the Statutory Auditor being responsible, in particular, for proposing the entity which should provide said services and its remuneration, while ensuring that the Group has the appropriate conditions in place to enable said services to be provided.
The Statutory Audit Board is the first recipient of the reports issued by the External Auditor and Statutory Auditor, as well as the Group's interface in its relationships with those entities, and it is also responsible for deciding on relevant projects and work plans and on the adequacy of the resources allocated to the implementation of these projects.
The Statutory Audit Board is therefore responsible for preparing, every year, a report on its supervisory activity and giving an opinion on the report, accounts

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and proposals presented by the management, as well as for supervising the effectiveness of the risk management and internal control system.
The Statutory Audit Board, in coordination with the Board of Directors, regularly analyses and supervises the preparation and disclosure of financial information, providing all the necessary support, based on the assumption, given the nature of the Company, that no data must be disclosed in any way that may lead to an unauthorised and untimely access to relevant information by third parties.
In addition, the supervisory body is called upon to intervene in order to issue an opinion whenever there is a transaction between ALTRI directors and the Company itself or between ALTRI and companies in a control or group relationship, where one of the parties is a director, pursuant to Article 397 of the CSC.
The Statutory Audit Board will be called upon to give its opinion regardless of the materiality of the operation in question.
On the other hand, as part of the Company's supervisory body and within the scope of the internal audit, the External Auditor analyses (i) the functioning of internal control mechanisms, reporting any weaknesses that may be identified;
(ii) checks whether the main elements of the internal control and risk management systems implemented in the Company regarding the process of disclosure of financial information are presented and disclosed in the annual information on Corporate Governance and (iii) issues a legal certification of accounts and Audit Report, which certifies that the report on the corporate governance structure and practices includes the elements referred to in Article 66-B of the CSC in its current wording or, if that is not the case, ensuring that such information is included in another report that is also provided to the shareholders, that the provisions of Article 29-H of the CVM are complied with, that it conforms to the structure in CMVM Regulation number 4/2013, and that it includes a declaration of compliance with the Corporate Governance Code of the IPCG.
In FY 2025, the Statutory Auditor monitored the development of the Company's activities and carried out the examinations and checks deemed necessary for the legal review and certification of accounts, in interaction with the Statutory Audit Board and always relying on the cooperation of the Board of Directors, which provided all information that was requested as quickly as possible.
In line with the above, the Statutory Auditor gave its opinion on the activity carried out in 2025, and this information was included in its annual audit report, which will be submitted to the Shareholders for approval at the Annual General Meeting.
The supervisory body is responsible for monitoring ALTRI and its subsidiaries and ensuring that they comply with the legislation applicable to their areas of business, in order to carry out a precise and careful analysis of the levels of compliance within the Group. This analysis allowed concluding that the Group, in the course of its activity, has been achieving high levels of compliance, which are perfectly in line with the interests of the Company and its Shareholders.
1. STATUTORY AUDITOR
Details of the statutory auditor and the partner who represents it
In 2024, for the three-year term 2023-2025, ALTRI's Statutory Auditor is Ernst & Young Audit & Associados - SROC, S.A., represented by Pedro Miguel Borges Marques.
Number of consecutive years for which the statutory auditor has been providing services for the company and/or group
Ernst & Young Audit & Associados - SROC, S.A. has been responsible for auditing the accounts of the Company and the Group companies since 2017, having been elected for its first term, upon proposal of the Statutory Audit Board, at the General Meeting held on April 26, 2017 until 2019, for a second annual term in April 2020, for a third annual term in April 2021, for a fourth annual term in April 2022 and for a fifth term in April 2023 for the three-year term 2023-2025.
Description of other services provided by the Statutory Auditor to the company
The statutory auditor is, simultaneously, the Company's External Auditor as detailed below.

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1. EXTERNAL AUDITOR
Identification of the external auditor appointed for the purposes of Article 8 of the CVM and of the audit firm partner who represents it, as well as the corresponding CMVM registration number
The Company's External Auditor, appointed pursuant and for the purposes of Article 8 of the CVM, is Ernst & Young Audit & Associados - SROC, S.A., represented by Pedro Miguel Borges Marques, registered at the CMVM under no. 20161640.
Number of consecutive years for which the external auditor and the partner who represents it have been providing services for the company and/ or group
The External Auditor was elected for for the first time in 2017, served his fourth term in 2022 (one of three years and three of one year) and currently serves the fifth term of three years.
The External Auditor was represented by his partner Rui Manuel da Cunha Vieira, during the entire first four terms and in the first year of the fifth term, having been elected for the first time in 2017, so that the maximum period provided for in article 54, § 2, of the OROC Statute elapsed. Thus, at the General Meeting held on May 3, 2024, partner Pedro Miguel Borges Marques was appointed for the current term, corresponding to the three-year period 2023-2025, to represent the External Auditor.
Policy on the rotation of the external auditor and the partner who represents it in the performance of its duties
With regard to the rotation of the External Auditor, the Company had not established, until the date of entry into force of the new Statute of the Institute of Statutory Auditors, approved by Law no. 140/2015, of 7 September, a policy on the rotation of the External Auditor based on a predetermined number of terms, taking into account, in particular, the fact that such a rotation policy is not common or standard practice and that, as part of the continuous monitoring of the adequacy of the model in place, it never identified situations of loss of independence or any other situations that would make it advisable to adopt a formal policy requiring such rotation.
The entry into force of the new Statute of the Institute of Statutory Auditors on 1 January 2016 laid down a new scheme applicable to the rotation of statutory auditors for companies whose shares are admitted to trading on a regulated market, such as our Company. For this reason, in 2016, the Statutory Audit Board launched a selection process with the purpose of electing a new Statutory Auditor that, in compliance with all the legal requirements in terms of technical competence and independence, could be elected at an Annual General Meeting, an election that occurred at the Annual General Meeting held in 2017.
In this context, the Company does not have a formal internal policy providing for the rotation of the External Auditor, considering it unnecessary, since it fully complies with all legal requirements in this matter.
Details of the body responsible for assessing the external auditor and frequency with which this assessment is carried out
The Statutory Audit Board, in the exercise of its duties, monitors the performance of the External Auditor throughout the year as well as its independence. In addition, the Statutory Audit Board promotes, where necessary or appropriate depending on the Company's activities or legal or market requirements, a reflection on the adequacy of the External Auditor to the level required for the performance of its duties.
Details of services, other than audit services, provided by the external auditor and internal procedures in place for approving the hiring of such services and the reasons justifying their approval
During the financial year 2025, the External Auditor provided separate audit services. In particular, in the audit, reliability assurance services were provided, namely, the issuing of reports to confirm payment requests within the framework of the provisions set out in the incentive contract, the provision of services for the issuance of Annual Tire Value Declarations Report, the issuance of Verification Report of the non-financial information presented in the Management Report, and the issuance of Green Bond Allocation and Impact Report. These services were approved by the Statutory Audit Board, which evaluated and concluded that the performance of such services did not affect the independence of the External Auditor, an element that essential for considering the provision of these services. Safeguarding this first criterion, the Statutory Audit Board decided to authorize them because their performance corresponds to the interest of the Society, given the experience, specialization and quality of the provider in the matters under consideration, the recognised

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quality of services and knowledge of the different areas of the Company and its Group.

Details of the annual remuneration paid to the auditor and other natural or legal persons within its network, broken down by percentage for the following services:

31.12.2025		31.12.2024
By the Company
Audit and statutory audit (€)	39,900	12.5%	31,150	13.1%
Other assurance services (€)	35,805	11.2%	30,000	12.6%	MANAGEMENT REPORT
By Group entities
Audit and statutory audit (€)	216,070	67.8%	159,350	66.8%
Other assurance services (€)	27,000	8.5%	18,000	7.5%	CORPORATE GOVERNANCE REPORT

Total
Audit and statutory audit (€)	255,970	80.3%	190,500	79.9%
Other assurance services (€)	62,805	19.7%	48,000	20.1%
	318,775		238,500

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‌C.INTERNAL ORGANISATION

Articles of Association

Rules governing amendments to the Articles of Association
Statutory amendments follow the applicable legal provisions, in particular of the Portuguese Companies Act, which require a majority of two-thirds of the issued votes for the adoption of such a resolution.
1. Reporting of Irregularities
Reporting means and policy on the reporting of irregularities in the company
To ensure the detection and prevention of irregularities, the Altri Group has implemented the means established in its policies and regulations, including the Code of Ethics, the Code of Conduct on the Prevention of Corruption and Related Offenses, the Regulation on Transactions with Related Parties and Conflicts of Interest, the Risk Management Policy and the Policy for Preventing and Combating Money Laundering and Terrorist Financing, available on the Company's website https://www.altri.pt, namely the Internal Reporting Channel (which aims to comply with the provisions of Law no. 93/2021, of December 20th,) and the "Ethics and Conduct" Reporting Channel.
The Statutory Audit Board is the body to which any reports of irregularities by any employee, partner, supplier or any other stakeholder should be addressed in compliance with the provisions of paragraph j) of number 1 of article 420 of the CSC.
The Statutory Audit Board establishes perfect articulation with the Ethics Commission in relation to all matters that requires the latter's intervention and action. Incidentally, as already explained in this report, there are two members of the Statutory Audit Board who are permanent members of the Ethics Committee so in this way, the immediate sharing of information of any issues related to complaints of irregularities or other of which the Statutory Audit Board should be aware is ensured.
This procedure is set out in ALTRI Code of Ethics, which also states that, if any complaint is sent to the Company's Ethics Committee, the latter shall forward it to the Statutory Audit Board if the matter in question is one that, by law, should be solved by this body.
The ALTRI Group has a specific mechanism for reporting irregular situations which, in accordance with the purposes of Recommendation number II.2.4 of the Corporate Governance Code of the IPCG, are ethical or legal violations with a significant impact on the areas of accounting, the fight against corruption and banking and financial crime (Whistleblowing), which protects the confidentiality of the information that is provided and the identity of the whistle-blower, where requested.
For this purpose, the "Ethics and Conduct" Reporting Channel is available (available at https://denunciasaltri.integrityline.com/) - if anyone is aware of any situation that may constitute a violation or suspected violation of the Code of Ethics or any regulation that complements it, they must immediately report this situation using the aforementioned "Ethics and Conduct" Reporting Channel Altri.
If the Board of Director receives a request for clarification or an expression of concern regarding the Whistleblowing system, it will be immediately forwarded to the Statutory Audit Board.
Any irregularity or indication of irregularity must be reported to the Statutory Audit Board through the "Ethics and Conduct" Reporting Channel (available at https:// denunciasaltri.integrityline.com/).
Altri is committed to preventing infringements within the scope of its activity and in the context of the relationships it establishes with employees, suppliers, third parties, partners and any other people or entities. In particular, the Altri Group has continually worked to prevent corruption and related offenses, as well as money laundering and terrorist financing, promoting a workplace environment free from harassment, based on strict compliance with strict ethical commands, which must be observed by all its employees. The reporting of infractions in these or other areas is encouraged by the Altri Group, which is committed to protecting any whistleblower.
During the 2025 financial year, three communications were reported to the Company's Statutory Audit Board, which were duly analyzed and closed.
All communications are treated rigorously and specific measures have been implemented to ensure their appropriate treatment (where applicable). The Internal Reporting Channel and the "Ethics and Conduct" Reporting Channel have proven to be an essential tool for fostering the culture of transparency, responsibility and compliance that characterizes the Altri Group.

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1. Internal control and risk management
Individuals, boards or committees responsible for the internal audit and/or implementation of the internal control systems
In recent years, Altri has been developing an Internal Control system, based on, but not limited to, three operational directions: Internal Audit, Compliance and Risk Management.
ALTRI's internal control and risk management system integrates several entities, with different responsibilities.
Risk management is something that is part of the daily management of the organisation, and the risk management process has become increasingly important, with the creation of a specific direction dedicated exclusively to this area - the Risk Management Direction.
ALTRI has a Risk Management Department that aims to support the organisation in carrying out its activities, ensuring consistent and transversal practices in the operationalization of the risk policy, approved by the Board of Directors.
The Risk Management Department's mission is to ensure the maintenance of the risk management system across the Group, executing the defined processes to identify, analyze, evaluate, mitigate and monitor the Group's main risks, whether financial risks, operational risks, strategic or compliance risks. It will also be the point of contact with the business units, supporting them and monitoring activities related to risk management.
Risk management, as the cornerstone of the principles of good corporate governance, is an area regarded as crucial by ALTRI, which, through the Risk Management Direction, promotes the permanent awareness of all its employees across all the levels of the organisation, instilling such responsibility across all decision-making processes.
Risk management is carried out based on a rationale of value creation, with a clear identification of the situations that may threaten the company's business goals.
To meet these objectives, the system is structured taking into account not only the ISO 31000 standard, but above all the CoSo-Entreprise Risk Management 2017 standard (Integrating with Strategy and Performance).
This approach allows the construction and consolidation of Risk Management in the group to follow an internationally recognised methodological approach.
As previously indicated, the risks are prioritized according to a relevance matrix, resulting from the evaluation of the magnitude of the impact and probability of occurrence.
Risk management is based on the following methodology, which includes several steps:
- In a first phase, the main stakeholders are consulted and identified and prioritized the internal and external risks that may have a material impact on the pursuit of the Group's strategic goals;
- Risk factors and events that may affect ALTRI's operations and activities are identified, as well as possible control processes and mechanisms by the operational heads of the various departments (first line of defense);
- In addition, the impact and likelihood of occurrence of each risk factor are weighted and, depending on the level of exposure, the need to respond to the risk is assessed;
- Monitoring indicators are defined for each risk; and
- Risk mitigation indicators and actions are implemented and monitored (second and third line of defense).
  The Board of Directors is responsible for deciding the level of exposure assumed by the Group in its different activities and, without prejudice to the delegation of functions and responsibilities, defining global risk limits (risk appetite), ensuring that risk management policies and procedures are followed.
  In monitoring the risk management process, the Board of Directors, with the support of the Risk Management Direction, as the body responsible for ALTRI's strategy, has the following set of objectives and responsibilities:
  
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- Knowing the most significant risks that affect the Group;
- Ensuring that the Group has an appropriate knowledge of the risks that affect its operations and how to manage them (e.g. appointment of Risk Pivots);
- Ensuring that the risk management strategy is disseminated across all hierarchical levels;
- Ensuring that the Group can minimise the probability of occurrence and the impact of the risks on the business;
- Ensuring that the risk management process is appropriate and that the risks with a higher probability of occurring and with a greater impact on the Group's operations are strictly monitored; and
- Ensuring permanent communication with the Statutory Audit Board, informing it of the level of exposure of the risk that was taken and requesting, where necessary, the opinions of this body that it deems necessary for making thoughtful and informed decisions, ensuring that the identified risks and outlined policies are analysed under the multidisciplinary perspectives that guide the group's performance.
Subsidiaries manage risks within the criteria and powers that have been established.
The Sustainability, Audit & Risk Committee follow up the work developed by the Risk Management Direction and the the Statutory Audit Board, in accordance with its competencies, is permanently monitoring and supervising the group's performance in this matter.
Based on this methodology, ALTRI has come to the conclusion that it has managed to ensure greater awareness and thoughtfulness in decision making across all levels of the organisation, given the inherent responsibility of each internal player, which contributes to people feeling empowered and truly involved as active participants in the Company's performance.
ALTRI, as it has been repeatedly mentioned throughout this report, is constantly monitoring the adequacy of its model also as part of the area of risk management, and has concluded that, to date, it has proved perfectly suitable to its organisational structure.
The ALTRI Group's Internal Audit Direction responsibilities ALTRI to achieve its objectives through a systematic and disciplined approach to evaluate and improve the effectiveness of risk management, internal controls and governance processes.
The Internal Audit of the ALTRI Group has as main objectives (i) to evaluate the exposure to risks of business processes and information systems, (ii) to propose improvements to internal controls, aiming at a more effective management of risks and (iii) to stimulate the implementation of actions that bring the risk level closer to those intended by the Management.
Furthermore, the mission of the Altri Compliance Direction is to assume the responsibilities provided for in current legislation and regulations, in order to ensure that management and executive bodies, as well as all employees, are aware of the applicable legal and regulatory rules, including codes, regulations and policies, both internal and external, relevant to the various areas of activity of the ALTRI Group, with a view to mitigating financial, economic, legal and reputational risks.
Details of hierarchical and/or functional dependency relationships with other governing bodies or committees
The Risk Management Direction reports hierarchically to the Executive Committee of ALTRI Group, namely to the Director of Sustainability, Risk, Communication, People and Talent, articulating its activity, in particular, with the Internal Audit Department and the Compliance Department.
The Statutory Audit Board is responsible for assessing the risk management mechanisms, and the control procedures deemed suitable for mitigation are reported to this body. It is therefore the responsibility of this body to supervise the measures taken by the Company regarding these matters and to periodically check whether the risks effectively incurred by the Company are consistent with what has been outlined by the Board of Directors.
The External Auditor, in the exercise of its duties, checks the adequacy of the mechanisms and procedures in question, reporting its findings to the Board of Directors.
The Board of Directors is responsible for monitoring said mechanisms and procedures.

MANAGEMENT REPORT
CORPORATE GOVERNANCE REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND ACCOMPANYING NOTES

SEPARATE FINANCIAL STATEMENTS AND ACCOMPANYING NOTES

STATUTORY AND AUDITOR'S REPORT
REPORT AND OPINION OF THE STATUTORY AUDIT BOARD
The Internal Audit department reports hierarchically to the Executive Committee of ALTRI Group, namely to the Chief Executive Officer. Functionally it reports to the Statutory Audit Board, as a independent supervisory body and, complementarily to the Sustainability, Audit & Risk Committee, as a specialized committee that supports the Board of Directors in certain matters, including those related to the Internal Audit function.
The Statutory Audit Board and the Sustainability, Audit & Risk Committee monitors the Internal Audit activity through periodic reports, proposing any adjustments they considers necessary.
Other functional areas responsible for risk control
At ALTRI Group, in addition to the operational departments identified in point 50 - the Internal Audit Department, the Compliance Department and the Risk Management Department - all departments and operational units are particularly attentive to risk issues.
The Group's various functional areas assume responsibilities for controlling and monitoring the risks inherent to their respective functions. We highlight some of these areas that contribute to improving the control environment, namely:
- Financial Operations Area, with responsibility for managing financial risks;
- Planning and Management Control Area, with monitoring of operational and financial indicators;
- Information Systems Area, which aims to ensure that technology strategically, efficiently and securely supports the organisation's objectives;
- Sustainability Area, with responsibility for managing risks related to climate change and ESG Commitment.
Identification and description of the major economic, financial and legal risks to which the company is exposed as part of its business activity

The Board of Directors considers that the Group is exposed to the normal risks arising from its activity, namely at the level of its operating units.

Strategic	Operational	Financial	Compliance
Risks that affect the organisation's ability to execute its strategy and achieve its defined objectives, potentially impacting the organisation's shareholder value or viability.	Risks that affect the Group's operation and potentially its continuity.	Risks that affect the company's finances.	Risks resulting from the potential noncompliance with standards, laws, regulations, or licenses.
Trade Competitiveness ☑	Acess to Wood ☑	Price ☑	Non-compliance Legal and/or Regulatory
Technological Competitiveness ☑	Acess to subsidiary materials ☑	Credit	Fraud, Corruption and Offences
Product Concentration ☑	AcideIndustrial Accidents ☑	Inflation
Business Expansion	Industrial Obsolescence	Foreign exchange
Investment Decision	Production Quality	Liquidity
Legal and/or regulatory change ☑	Raw Material Quality and Subsidiaries	Interest Rate
ESG Commitment	Logistics and Outbound ☑	Acess to financing
People and Knowledge	Climate Change ☑
Deterioration of organisational Culture	Accidents with Peolple ☑
Local Communities and Stakeholders	Labour Disputes
Image and Reputation	Information Security (IT)
Segregation and Delegation of Competences	Information Security (OT)
Cyber attack ☑
Third-party management
Stock Management

The following risks stand out, which are detailed and analysed in the Annex to the Consolidated Financial Statements: