Part I - Information on shareholder structure, Organisation and Corporate Governance
Shareholder Structure
Governing Bodies and Committees
Internal Organisation
Remuneration Report
Transactions with Related Parties
3
Part II - Corporate Governance Assessment
Identification of the Corporate Governance Code Adopted
Analysis of Compliance with the Corporate Governance Code Adopted
Other Information
48
Appendix I
63
CORPORATE GOVERNANCEDear 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
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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.
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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.
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Treasury shares
The Company does not hold any treasury shares as of 31 December, 2025.
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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.
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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.
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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.
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Capital structure
- Shareholdings and Bonds held
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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:
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
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%
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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%
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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.
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Significant commercial relationships between the holders of qualifying holdings and the Company
MANAGEMENT REPORT
CORPORATE GOVERNANCE REPORT
CONSOLIDATED FINANCIAL STATEMENTS AND ACCOMPANYING NOTES
SEPARATE FINANCIAL STATEMENTS AND ACCOMPANYING NOTES
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 I. GENERAL MEETING- 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.
- 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
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
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