Annual Report (Informe ANUAL Grupo Dia 2025 EN)

1. Dia Group in 5 minutes 7

   1. Key figures for the Group in 2025 7

   2. Main milestones for the 2025 financial year 8

   3. Key figures for operations in Spain and Argentina 10

      1.1.4. Dia on the Stock Market 11

2. Strategy and value creation 13

   1. Business model and competitive advantages 13

   2. Strategic Plan 2025-2029 15

   3. Business performance and results 2025 17

   4. Sustainability as a lever of value: progress towards 2025 and a new roadmap 20

   5. Driving Dia's growth through our culture and Dia People 23

1. Corporate governance 26

   1. A solid, independent and transparent governance model 26

   2. The Board of Directors of Dia Group 26

   3. The Management Committee in 2025 30

2. Risk management 31

   1. Dia's risk model 31

   2. Risk monitoring 34

3. Other information 35

1. ‌Dia Group in 5 minutes
   1. ‌Key figures for the Group in 2025

      2025, a year of accelerated growth

      
      
      
      
      
      
      7,076MC 3% 5,715MC 2,128MC

      Market capitalisation as at 31/12/2025

      129MC

      Net profit

      316MC

      Adjusted EBITDA

      Gross sales GSUB

      
      
      
      
      
      
      332MC

      Operating Cash Flow

      Commitment to proximity in Spain and Argentina

      Increase in GSUB gross sales

      
      
      
      
      190MC

      Net debt

      Net sales

      484MC

      Liquidity

      
      
      3,365

      Stores

      9.8M
      
      
      
      
      
      

      Club Dia customers

      +5M
      
      
      
      

      Dia app downloads in Spain

      16,887

      Dia Team Members

      +95%

      Online channel coverage in the Buenos Aires Metropolitan

      +84%

      Online channel coverage in Spain

      Proximity with an impact on the local economy

      
      
      
      
      1,455

      Local suppliers 96% of annual purchases

      1,503

      Franchisees in Spain and Argentina

      15,558
      
      

      Franchise employees

   2. ‌Main milestones for the 2025 financial year January February
      
      

      Dia's new shares begin trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges and on the Spanish Stock Exchange Interconnection System (SIBE) after successfully completing the reverse stock split approved in December 2024.

      March

      Presentation of the 2025-2029 Strategic Plan, "Growing every day", to the market and specialist audience at Capital Markets Day 2025.

      April

      Dia Spain signs a new collective agreement increasing the salaries of its nearly 14,000 employees.

      July

      Dia Group expands the ecosystem of experts at "Comer mejor cada

      día" (Eating Better Every Day) with an agreement with the Spanish Nutrition Foundation (FEN).

      June

      The General Shareholders' Meeting approves the transformation of the Board of Directors with the incorporation of three new female directors, promoting parity in the body and increasing the number of independent directors to 70%.

      Dia Spain ranks 74th in

      MERCO Empresas and returns to the

      Top 100 companies with the best reputation.

      May

      The Dia Group and the Spanish Society of Community Nutrition (SENC) sign an alliance and launch the "Guide to Smart and Healthy Shopping" as part of the Eating Better Every Day programme.

      Dia Spain inaugurates its new logistics centre in Seville.

      Dia Spain is recognised with the award for Best Local Distribution

      in the 11th edition of the Tu

      Economía Awards organised by the newspaper La Razón.

      Dia Argentina is recognised as one of the best companies to work for with the Top Employer 2025 certification.

      August

      Dia Argentina certifies its franchise model with the FRANQ quality seal, awarded by the Argentine Association of Brands and Franchises.

      December November October
      
      

      Dia Argentina ranks 41st in the MERCO Empresas corporate reputation ranking and Dia Spain enters the TOP 100 in the MERCO ESG Responsibility ranking.

      The Dia Group reinforces its commitment to sustainability alongside the United Nations Global Compact.

      Opening of the first Dia store at a bp service station in Spain.

      
      
      
      
      
      
      

      In addition, the Group has

      obtained an A- rating in the

      Climate section awarded by

      Dia Spain is recognised as the Best Customer Service of the

      CDP (Carbon Disclosure Project).

      Dia Spain closes the financial year by renewing Saica Natur's Zero Waste certification in 9 of its 11 logistics centres.

      Dia Spain announces the construction of a new logistics centre in Malaga.

      
      
      

      Dia Argentina seals an alliance with the Argentine Coeliac Association as part of the "Comer mejor cada día" (Eat better every day) initiative.

      Year by Líderes en Servicio and renews, for the third year, the Top Diversity Company certification from Intrama.

      
      
      
   3. ‌Key figures for operations in Spain and Argentina
      
      

      Number of stores

      SPAIN

      
      
      2,358

      ARGENTINA

      
      
      1,007
      
      

      Online channel coverage

      
      
      

      In gross sales under bunner in 2025

      
      
      

      Market share (NielsenIQ)

      
      
      

      Employees in the Dia Team

      
      
      

      Franchisees

      70% of stores

      
      
      
      
      

      Employees in the Franchise team

      Training hours

      
      
      

      New products and innovations in the Dia range

      
      
      

      Dia products in the customer's basket

      
      
      

      Annual purchases from local suppliers

      84%

      of the peninsular

      population

      5,565MC 5% 13,701 1,049 11,360 135,648 135 59% 96% 95%

      in the Buenos Aires Metropolitan Area

      1,510MC 13% 3,186 454 4,198 21,303 194 29% 98% ‌1.1.4. Dia on the Stock Market
      
      

      SHARE PRICE AND LIQUIDITY

      Dia has been listed on the Spanish stock exchanges and the Continuous Market since 2011 and is part of the Ibex Medium Cap. The Company's share price staged an exceptional recovery during the 2025 financial year, driven by the completion of the transformation process, the strength of operating results in Spain and our prospects for growth and value creation.

      With an annual revaluation of 140%, the share price rose from C15.3 to C36.7, bringing the market capitalisation at the end of the financial year to C2,128 million. This performance far exceeded the performance of the main benchmark indices and the average for the food retail sector in Europe, reducing the valuation gap with our main comparables.

      36.7€

MC 888 M€

15.3€

MC 2,128 M€

1. ‌Strategy and value creation
   1. ‌Business model and competitive advantages

      Dia Group is currently positioned as the leading Spanish supermarket chain in the proximity format, with a healthy and profitable business and solid prospects for growth and value creation.

      
      
      

      POSITIONING AND COMPETITIVE ADVANTAGES IN SPAIN:

      1. Leadership in the proximity format

         • Specialisation: Dia has consolidated its position as the leading grocery supermarket chain in the proximity segment, which is the most dynamic and resilient. This specialisation allows us to optimise each process for a unique format, achieving greater operational efficiency.

         • Scale and market share: Dia is the fourth largest national operator, with a market share of over 5% and net sales of C5,565 million in the 2025 financial year. Our scale and visibility reinforce our competitive position.

         • Capillarity and convenience: the Company operates a network of more than 2,350 supermarkets with a capillary geographical distribution throughout the peninsula The average surface area of approximately 450 m² allows for strategic locations in high-density urban areas and rural towns, placing us less than a ten-minute walk from our customers. Our strategic locations and a difficult to replicate scale, are one of our main strengths.

         • Consolidated franchise model: 67% of the network in Spain is managed by franchisees, strategic partners who integrate local entrepreneurial talent into our value chain. This specialisation of roles allows Dia to provide the infrastructure, product, logistics and business model, while the partner leads the operational execution with in-depth knowledge of the local customer. The result is a total alignment of interests that maximises productivity per store and provides the Group with an efficient, scalable and profitable structure based on shared success.

         • Omnichannel and digitalisation: Our ecommerce channel is a perfect complement to the physical network, reaching 84% of the population. Its integration with the Club Dia loyalty programme provides real-time information on customer preferences, enabling hyper-personalisation of the offering that drives repeat business while optimising

           assortment management and the supply chain.

         • Logistics capacity: Operations are supported by an internally managed national logistics network that ensures the daily supply of fresh products. Constant turnover minimises waste and ensures a quality of service that builds consumer loyalty in the most frequently purchased categories.

      2. Value proposition aligned with consumer trends

         • Shopping experience: The design of the stores and online platform is focused on efficiency. By offering easy and fast shopping experience, Dia is positioned as a suitable solution for the new urban consumer who prioritises convenience without compromising quality.

         • Assortment balance: With around 6,000 products, we offer an optimal balance that covers all household needs without the complexity of large hypermarkets and gives customers the freedom to choose between the Dia brand and leading manufacturer brands.

         • Differentiation in own brand and fresh products: the Company maintains a firm commitment to the Dia brand as a vehicle for savings and quality, complemented by a range of locally sourced fresh products, which reinforces the positioning of our brand Dia's own brand drives customer loyalty and repeat business, while fresh products drives purchase frequency.

         • Club Dia: Club Dia, with nearly 6 million active members, is a key tool for personalising the offering and retaining customers through promotions tailored to specific consumer profiles.

      3. Superior growth and profitability

         • Growth: Like-for-like sales growth has consistently exceeded the market average over the last two years, validating the success and traction of our renewed value proposition.

         • Profitability: The adjusted EBITDA margin (pre-IFRS 16) reached 6.8% in 2025, above the industry average thanks to operational leverage and an optimised cost structure.

         • Cash generation: This profitability translated into operating cash flow of over C300 million in 2025, allowing us to self-finance our organic growth

           and cover debt service while maintaining a low leverage ratio.

           • Capital efficiency: Dia operates under a longterm lease model for our network of stores and logistics platforms. This policy avoids tying up capital in real estate assets, facilitating an efficient allocation of resources towards improving the value proposition and organic expansion, providing the company with high

             operational flexibility and optimising the return on capital employed.

         • Balance sheet strength: The company maintains a healthy balance sheet with an net debt to adjusted EBITDA ratio of 0.8x at the year-end 2025. We have a long-term financing structure with no significant maturities until 2029 and a cash balance of C295 million.

      
      
      

      DIA ARGENTINA:

      VALUE OPTION

      SPAIN

      ARGENTINA

      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      

      Dia Argentina operates as an independent, self-financed business unit. It is the leading chain in the Buenos Aires region with a market share of around 30% and more than 1,000 proximity stores. It is also the most recognised brand in the region for the high quality of its fresh products and the Dia brand, which is reflected in the highest consumer satisfaction index in the sector.

      The business is demonstrating high resilience and financial discipline in a complex economic environment. Following the macroeconomic challenges of 2024 and the first half of 2025, the subsidiary is uniquely positioned to return to profitable growth as domestic consumption gradually recovers.

      5.1% market share
      2,358	stores
      94	openings in 2025
      450m²	average store size approx.
      <10min	walk from consumers
      67%	franchised stores
      5.8M	active loyal customers
      84%	e-commerce reach

      ~30% market share in the City of Buenos Aires
      1,007	Stores in Argentina
      Stable network	no openings in 2025
      270m²	average store size approx.
      <10min	walk from consumers
      75%	franchised stores
      4M	active loyal customers
      95%	e-commerce reach in Buenos Aires

   2. ‌Strategic Plan 2025-2029

      In 2025, we began a new phase of accelerated growth in Spain under the Strategic Plan 2025-2029, "Growing every day", which was presented to the market and other audiences in March 2025.

      This is a five-year roadmap to capitalise on our unique positioning in terms of proximity to drive like-for-like sales growth, accelerate our organic growth with the opening of 300 stores in Spain by 2029, and position ourselves as industry leaders in profitability.

      
      
      

      LEVERS FOR CREATION OF VALUE

      1. Like-for-like growth: Our priority is to increase the performance of the current network by constantly evolving the product range to maximise quality and adapt it to new consumer trends, improve the multi-channel shopping experience and attract new Club Dia users.

      2. Organic expansion: The opening of new Dia supermarkets in strategic locations with high potential allows us to accelerate organic growth. To do this, we leverage our franchise model, which has proven to be a highly scalable and profitable tool, both for the Company and for our business partners.

      3. Optimisation of operational efficiency and digital transformation: Capturing economies of scale and modernising our logistics infrastructure allows us to optimise operating margins. The renovation of in-store refrigeration equipment also contributes to improving our energy efficiency and reducing our carbon footprint. Furthermore, the comprehensive digitalisation of the supply chain facilitates more accurate inventory management, reduced shrinkage and greater efficiency across the network.

      
      
      

      The Company's priority is to increase the performance of the current network by constantly evolving the product range to maximise quality and adapt it to new consumer trends.

      PILLARS OF

      
      
      

      THE STRATEGIC PLAN

      The set of initiatives identified in the 2025-2029 Strategic Plan, "Growing Every Day", to activate these three levers of value creation are grouped under the following four pillars:

      Captivate

      customers

      Leading the market in profitable growth

      Strengthening a winning foundation

      Highlighting

      Dia's value

      
      
      

      1. Captivate customers

         This pillar encompasses a series of initiatives aimed at driving like-for-like sales growth by improving our product range and shopping experience, both in physical stores and online:

         • Assortment evolution: Expansion of the offering in fresh product categories and development of the own brand in new categories such as ready-to-eat meals, gluten-free or enriched products, responding to current consumer trends.

         • In person experience: Modernisation of the network by upgrading point-of-sale terminals to streamline the shopping process, implementing eco-efficient refrigeration systems and rolling out a new bakery concept to ensure maximum freshness every day.

         • Digital ecosystem: Continuous improvement of the online platform by introducing a digital wallet and hyper-personalisation tools with the aim of achieving between 5% and 6% of total sales in 2029.

         • Loyalty: Consolidation of Club Dia with the aim of increasing the number of active members by one million, with the goal of reaching 6.5 million in 2029.

      2. Leading the market in profitable growth

         This pillar encompasses a series of initiatives aimed at accelerating our organic growth and positioning ourselves as industry leaders in profitability.

         • Expansion plan: Opening of 300 new local supermarkets in Spain, out of an identified universe of 1,500 high-potential locations, leveraging the scalability of our franchise model.

         • Logistics optimisation plan: Renovation and expansion of six logistics platforms in Spain to improve service levels and capture significant operational savings, following the successful model of the renovated platform in Illescas (Toledo).

           These two initiatives are expected to contribute to accelerating sales growth in Spain at a rate of between 4% and 6% per annum, reaching an adjusted EBITDA margin (Pre-IFRS 16) of between 7.5% and 8.0% in 2029, representing an expansion of

           between 130 and 180 basis points compared to 2024.

      3. Strengthening a winning foundation

         This pillar encompasses a series of initiatives aimed at consolidating our culture and our technological and human capabilities to ensure the creation of sustainable long-term value:

         • Digital transformation: Development of a series of digital tools to improve commercial strategy, optimise the supply chain and simplify the execution of tasks in stores and support functions.

         • Sustainability Plan: Cross-cutting integration of environmental, social and governance criteria, with a focus on decarbonising the network, responsible value chain management and promoting a diverse and inclusive culture.

      4. Highlighting Dia's value

         This pillar encompasses a series of initiatives aimed at strengthening communication with the capital market to increase recognition of the company and expand our institutional investor base.

         • Proactive dialogue: Intensification of activity with institutional investors through the proactive organisation of roadshows and participation in international conferences to expand our shareholder base to more than 200 investors.

         • Market coverage: Increase in the number of analysts covering the stock (from 4 to 12) to improve visibility and adequate valuation of the share.

           
           
           

           PLANNED INVESTMENT 2025 - 2029

           The implementation of the Plan envisages an average annual investment in Spain of between C150 and C180 million, with a required return on invested capital (ROIC) of over 20%. The investment will be financed entirely from operating cash flow, maintaining a net debt/adjusted EBITDA ratio of less than 1.0x in 2029.

           More than 50% of this capital will be allocated to strategic growth and efficiency projects:

         • Expansion plan: C50-60 million per year for the opening of 300 stores.

         • Logistics optimisation plan: C10-15 million per year for the renovation of distribution centres.

         • Decarbonisation plan: C25-30 million per year allocated to energy efficiency and emissions reduction.

      
      
      

      SPAIN

      
      
      

      Medium-term outlook

      Gross sales growth 2025-2029

      Adjusted EBITDA margin 2029

      Average Annual Capex 2029

      Net debt / adjusted

      • 4-6% CAGR Growth above the market and capturing market share

      • 7.5%-8.0% Leadership in profitability in 2029

        openings

      • 150-180 M€ Investment more concentrated at the beginning to ensure +300

        25-29E

        EBITDA 2029 ⏵< 1.0 x Balance sheet strength

        
        
        

        CORPORATE GOVERNANCE AND ALIGNMENT OF INTERESTS

        The team that successfully led the business transformation phase is now driving this growth acceleration phase under the 2025-2029 Strategic Plan.

        Dia Group has a professionalised Board of Directors and a management team committed to long-term value creation:

        • Governance: 70% of directors are independent. In addition, one-third of their remuneration is paid in shares to ensure alignment with shareholders.

        • Long-Term Incentive Plan: The Board has drawn up an Incentive Plan (2025-2029) for key personnel, linked to the achievement of EBITDA and debt targets, payable entirely in shares with a two-year vesting period.

   3. ‌Business performance and results 2025
      
      

      IMPLEMENTATION OF THE STRATEGIC PLAN "GROWING EVERY DAY"

      The results for the 2025 financial year confirm the success of our proximity model and customer-centric strategy. In its first year of implementation, all key performance indicators (KPIs) in the 2025-2029 Strategic Plan are in line with or above the targets set:

      Ambition Strategic Plan 2025-2029 2025 results Status

      
      
      

      1. Captivate our customers

         
         
         

      2. Leading the market in profitable growth

         
         
         

      3. Strengthening a winning foundation

         
         
         

      4. Strengthening a winning foundation

         • Exceed the industry average in life for like growth (LfL)

         • Increase the number of loyal Club Dia customers by +1 million by 2029

         • Achieve a 10-point improvement in customer NPS by 2029

         • Achieve annual sales growth of between 4% and 6%

         • Open 300 new proximity stores by 2029

         • Reach 6 expanded and renovated logistics platforms by 2029

         • Improve adjusted EBITDA margin to 7.5%-8.0% by 2029 (+130-180 bps)

         • Consolidate a franchisee NPS at levels of excellence in Spain (>65)

         • Position ourselves among the 100 most reputable companies in Spain, according to Merco

         • Achieve 75% of the decarbonisation target by 2029

         • Establish relationships with 200 new institutional investors by 2029

         • Triple analyst coverage, from 4 to 12 by 2029

         + 7.4% growth in LfL sales

         
         
         
         
         

         + 0.2 million users in ClubDia

         
         
         

         + 4 points improvement

         
         
         

         + 8.6% growth in total sales

         
         
         

         + 94 stores opened

         
         
         

         + 1 new logistic platform, for a total of 2

         
         
         

         + 54 p.b. improvement, reaching 6.8%

         
         
         

         > 65 points

         
         
         

         Position 74

         
         
         

         Improvement of +190 p.b. reaching 24%

         
         
         

         190 meetings with new institutional investors

         
         
         

         Expansion of coverage with 2 new analysts, for a total of 6

         
         
         

         RESULTS

         FROM DIA SPAIN

         Dia Spain closed 2025 with a solid operating performance, achieving gross sales growth of 8.6% year-on-year, reaching C5,565 million. This result is supported by robust like-for-like sales growth of 7.4%, driven mainly by a 5.6% increase in sales volume. These figures confirm customers' preference for our renewed value proposition, which is reflected in an expanding customer base and increased visit frequency.

         The company continues to accelerate its expansion roadmap, exceeding its targets. The pace of store openings increased progressively throughout the year, reaching 94 new proximity stores. This investment more than offset the implementation of the network optimisation plan, which involved the closure of 38 stores during the same period.

         The success of our customer-centric strategy is reflected in the strong performance of key categories:

         • Fresh products: Sales increased by 15.4% year-on-year, driven by our commitment to quality and local sourcing.

         • Own brand: The commitment to high-quality Dia brand products at affordable prices led to 9.5% growth in this category.

         • Club Dia: Loyal customers accounted for 56% of total sales, with a year-on-year increase of 9.3%.

         • Online channel: Digital sales grew by 12.6%, with double-digit growth on both the company's own platform and delivery partnerships.

         As a result, Dia Spain continues to outperform the market. According to Nielsen IQ data, the company increased its market share by 20 basis points (bp) in the last quarter of 2025 compared to the same period last year, consolidating its leadership in the proximity segment and its position as the fourth largest national operator with a market share of 5.1%.

         Business profitability improved significantly in 2025 thanks to efficiency measures and the capture of economies of scale. Adjusted EBITDA margin (pre-IFRS-16) stood at 6.8%, one of the highest levels in the sector in Spain, raising adjusted EBITDA to C313 million (+17.7% year-on-year) and more than doubling net profit, which reached C166 million (including C52 million from the recognition of deferred tax assets in the second half of the year).

         This improvement in profitability translated into an improvement in cash flow from operations, which reached C301 million, fully covering the C161 million in investment and C61 million in financial payments, and reducing the Company's net debt by C79 million, down to C251 million at year-end.

         Key figures

         Argentina (Inc.

         Spain IAS-29)

         12M 2024 % Year-on-year change Argentina (Inc.

         MC

         Spain

         IAS-29)

         Gross sales under banner

         Net sales

         EBITDA

         EBITDA margin / net sales

         Adjusted EBITDA (Pre-IFRS 16)

         Adjusted EBITDA margin / Net sales

         Net Income Attributable Operating Cash Flow Net debt (cash)

         12M 2025
         Spain	Argentina (Inc. IAS-29)
         5,565.10	1,510.50
         4,616.40	1,098.80
         458	(0.3)
         9.9 % (0.0)%
         312.7 % 3.5 %
         6.8 % 0.3 %
         165.9	(51.3)
         301.2	30.6
         251.3	(61.1)

         5,123.00 1,778.30 8.6 % (15.1)%

         4,264.9 1,615.4 0.082 -0.32

         392.5 (72.9) 16.7 % 99.6 %

         9.2 % (4.5) % 0.7p.p 4.5p.p

         265.7 % 26.1 % 17.7 % (86.7)%

         6.2 % 1.8 % 0.5p.p 1.5p.p

         58.9 (12.7) 181.8 % n.s.

         257 70.6 17.2 % (56.6)%

         330.4 (88.9) (23.9)% (31.3)%

         
         
         

         OUTLOOK FOR 2026

         The excellent results achieved during the first year of our "Growing Every Day" strategic plan confirm the success of our proximity model and the strength of our customer-centric strategy.

         We are maintaining solid comparable growth (LfL) driven by higher sales volumes, significantly outperforming the market, while accelerating our store expansion plan ahead of schedule.This operational strength is generating significant margin and profit expansion, as well as strong free cash flow generation.

         Looking ahead to 2026, we expect to maintain solid LfL, above the market, which will allow us to continue expanding our margins while accelerating our store expansion plan. We will also remain attentive to the strategic opportunities offered by the fragmented Spanish market to create additional value, strictly as a complement and without deviating from the roadmap set by our Strategic Plan.

         RESULTS

         
         
         

         DIA ARGENTINA

         Dia Argentina's results in 2025 demonstrate high resilience in a macroeconomic environment marked by a sharp contraction in domestic consumption during 2024 and the first half of 2025. In this context, gross sales decreased by 15% to C1,510 million, affected by a 10% decline in LfL sales volume and by the translation effect of the 40% depreciation of the Argentine peso in 2025.

         Although the year-on-year comparison continues to show a decline in comparable sales volume, the quarterly trend indicates a clear stabilization in the second half of the year, with a market share gain of

         0.3 points.

         During the year, decisive measures were taken to protect profitability, including the closure of 34 loss-making stores. These measures stabilised the operating margin, achieving an adjusted EBITDA of C7 million in the second half of the year and C3.5 million for the financial year as a whole.

         Cash flow from operations reached C30.6 million, helped by the reduction in working capital, which made it possible to cover maintenance investments and financial commitments.

         
         
         

         The Company closed the financial year with a net cash position of C61.1 million, maintaining a solid liquidity position which, combined with its leadership in the Buenos Aires region, places Dia Argentina in a privileged position to capture the gradual recovery in consumption expected in the coming financial years.

         
         
         

         OUTLOOK FOR 2026

         Dia Argentina has demonstrated rigorous management, successfully overcoming a difficult macroeconomic environment. The measures adopted in 2025 were instrumental in stabilizing sales volumes and achieving positive adjusted EBITDA and free cash flow in the second half of the year, enabling the company to maintain a solid net cash position.

         Our leadership in the convenience store format, together with operational efficiency and financial discipline, form the basis for capitalizing on the expected recovery in consumption from 2026 onwards, as the macroeconomic environment normalizes.

   4. ‌Sustainability as a lever of value: progress towards 2025 and a new roadmap

      In 2025, the year in which the 2024-2025 Strategic Sustainability Plan came to an end, the Company laid the foundations for the new cycle, consolidating significant progress in the execution of its strategy. In the environmental field, significant milestones were achieved, such as the renewal of Zero Waste certificates in all already certified centres and the integration of the new warehouse in Seville into this circularity management system, in addition to pre-accession to the SDDR Association for Spain and progress exceeding the target in the decarbonisation of shop refrigeration in Spain. Furthermore, in terms of food waste prevention, progress has been made in reducing waste to 0.21%, exceeding the target set, and progress has been made above the target in the decarbonisation of refrigeration in stores.

      In terms of governance, highlights include reaffiliation to the Global Compact, a key step in deepening Human Rights and Due Diligence management, and the incorporation into the ecosystem of alliances under the umbrella of «aľ Ðgľľgr «vgrD DaD of the Spanish Society of Community Nutrition (SENC) and the Spanish Nutrition Foundation (FEN).

      The 2025 financial year was also the closing year for the 2024-25 Strategic Sustainability Plan, "Every day counts".

      With the start of the implementation of the Dia Group's new 2025-29 Strategic Plan, the sustainability roadmap is evolving with the ambition of leading from the essence of Dia, demonstrating that a local supermarket is a driver of local economic development, an ally of communities, a facilitator of healthy and accessible food, and a responsible and benchmark employer.

      Thus, in a context in which the food distribution sector is undergoing a global transformation, driven by the convergence of regulatory, social, environmental and technological factors, the Company has reflected on its role and ambition, identifying the potential for value creation offered by addressing sustainability as a strategic axis for competitiveness and the creation of shared value for all Dia Group stakeholders.

      Based on this reflection and thanks to the cross-cutting and participatory approach that has involved all areas and geographical locations of the Dia Group, last December the Board of Directors approved the new 2026-29 Strategic Sustainability Plan, which underlines the vision of this new stage with its title: "The value of every day".

      
      
      

      In this new cycle, sustainability is not seen as an end in itself, but as a lever for long-term value creation: it reinforces operational efficiency, drives commercial differentiation, strengthens the brand and contributes to building a more resilient, transparent and socially connected company.

      A Sustainability Plan at the service of business and society

      The 2026-29 Sustainability Plan has one purpose: to create long-term value connected to the current Strategic Plan as a winning foundation and at the service of the business. With its implementation, the Company aims to consolidate its value proposition and its role as a good neighbour, contributing to the well-being of people, communities and the environment.

      The Plan identifies four strategic levers that translate the Dia Group's purpose into concrete business decisions aligned with the challenges of the sector, the expectations of stakeholders and the priorities of the 2025-29 Strategic Plan, "Growing every day".

      The levers defined are:

      1. Bonds: We act by creating real connections with everyone who is part of Dia. With those we work with in stores and warehouses, with franchisees and suppliers. A network of mutual support where every purchase boosts the economy of everything around it.

      2. Neighbourhood: We act as good neighbours. We are present in neighbourhoods and towns. Wherever you are, we want to be there. Like that neighbour who keeps their door open when you need it, at Dia we keep our doors open throughout Spain and Argentina, including in rural areas.

      3. Healthy living: We are committed to healthy living, because eating well should not be a privilege for the few, but a daily comfort for many. Dia works to make filling your basket with healthy food as easy as crossing the street. Because taking care of yourself should not be a luxury.

      4. Values: We act with values. And awareness is the foundation. Placing people and the planet at the centre is what makes a supermarket a responsible neighbour. Committed to caring for the environment, diversity and equal opportunities.

      These four levers are embodied in five strategic areas, which structure the Sustainability Plan and turn it into a clear and measurable roadmap.

      1. Proximity with impact: we choose to grow hand in hand with the communities in which we operate. We partner with local suppliers in Spain and Argentina to drive economic development

         where we operate. We maintain our presence in neighbourhoods and rural areas so that, even in the most sparsely populated areas, there is always a Dia nearby. Our franchise network is also a lever for entrepreneurship and employment that boosts the local economy.

      2. Accessible well-being: we bring healthy food to everyone. We provide healthy, quality food, ensuring that our products are affordable and safe. We are strengthening our commitment to fresh products in Spain and Argentina, facilitating access to a balanced, quality diet for all households. We are making progress in improving the nutritional value of our products in Spain, incorporating options adapted to new needs and consumption habits.

      3. Dia People: we take care of those who make every day possible. We promote a shared culture of sustainability, ensuring that all teams understand and share these commitments. We promote workplace inclusion, guaranteeing employment opportunities for vulnerable groups. We are moving towards increasingly diverse leadership, with a balanced presence of women in positions of responsibility.

      4. Care for the environment: we are reducing our impact throughout the value chain. We want to have an impact on your daily life, not compromise the future. That is why we are making progress in reducing our environmental footprint, promoting energy efficiency, circularity and the fight against food waste.

      5. Responsible management and sustainable positioning: we build trust with every decision. We strive to be a benchmark for corporate reputation in Spain and Argentina. We promote sound and responsible management that reinforces our perception as a sustainable and trustworthy company for the investment community.

      These pillars translate into 84 initiatives which, with appropriate measurement mechanisms and a sound and transparent management model, will enable Dia to strengthen its leadership in economic development, community support, access to healthy food and responsible job creation. Everyday Value is not a figure, it is the force that Dia, its teams, franchisees, suppliers and customers bring together to make every neighbourhood a stronger, healthier and more connected place.

      In short, this Plan is proof that for Dia, sustainability is not a promise for the future, but a way of acting today. Because what is truly valuable is built with the simple gestures that demonstrate, every morning when each of the company's 3,365 stores opens, that value of each day.

      
      
      
   5. ‌Driving Dia's growth through our culture and Dia People

DATA 2025

A DIVERSE TEAM

1. ‌Corporate governance
   1. ‌A solid, independent and transparent governance model

      The Dia Group's governance model is characterised by its solidity, independence and transparency, and has been fundamental in successfully completing the Company's transformation process, positioning it as a profitable business and a leader in proximity in Spain and Argentina.

      General Shareholders' Meeting

      Board of Directors

      Management Committee

      The sovereign body of the Company, which brings together its shareholders to exercise their voting rights for key decisions affecting the Company.

      The main function of this body is to prepare the financial statements, make strategic decisions and guide the management of the company, delegating operational management to the Management Committee.

      Body responsible for the day-to-day management of the business, setting and promoting the achievement of strategic objectives and developing talent and leadership. It delegates specific functions to the executive committees in Spain and Argentina.

   2. ‌The Board of Directors of Dia Group

      The Board of Directors plays a fundamental role in the supervision and representation of the Company. Its functions range from determining business strategy and approving key policies (investment, financing, risk, taxation, among others) to supervising the functioning of internal committees and the management team. It is also responsible for preparing the financial statements, approving strategic operations and submitting relevant proposals to the General Shareholders' Meeting. Some of these powers, due to their critical nature, cannot be delegated and must be exercised directly by the Board itself.

      This body acts independently, always guided by the interests of the company in fulfilment of its duties of diligence.

      A body aligned with the needs of the Strategic Plan

      In 2025, Dia Group entered a new phase of accelerated growth, guided by the 2025-29 Strategic Plan, which required the Board to evolve in order to have the leadership, experience and skills necessary to achieve the ambitions of its roadmap.

      Following a rigorous evaluation by the Appointments and Remuneration Committee of

      the profiles that made up the body, the Board promoted the launch of an ambitious proposal for transformative renewal to further strengthen its governance, based on its competency matrix.

      This renewal, approved at the General Shareholders' Meeting in June 2025, involved:

      1. Increasing the number of Board members from 8 to 10, with the aim of incorporating new directors who would enrich the Board's skills matrix and diversity.

      2. The departure from the Board of Marcelo Maia, whose leadership and experience were key to the Board, especially with regard to the business in Brazil.

      3. The appointment of three new independent directors -Rut Aranda Carmona, Sara Díez Jauregui and Paloma Pérez Sánchez- who bring extensive knowledge of the retail sector and experience in key areas (digitalisation, personalisation, branding, sustainability and supply chain management).

      4. The approval of a new Board Remuneration Policy that reinforces the alignment between the interests of its members and those of the shareholders.

      On 22 January 2026, the Board of Directors agreed to appoint Mr. Benjamin J. Babcock as non-executive chairperson of Dia, following the resignation of Mr. Alberto Gavazzi as chairperson and member of the Board of Directors. This resignation took effect on 25 February 2026. At the same time, the Board of Directors appointed Luisa Delgado as Vice-Chairperson of the Board of Directors and Lead Independent Director, two new positions created to strengthen strategic oversight and the importance of independent governance.

      Finally, the Board approved the appointment by co-optation of Mar Gallardo Mateo as a new independent director, filling the vacancy resulting from the resignation of Alberto Gavazzi. This appointment is effective following the February meeting of the Board of Directors.

      Thus, since June 2025 and throughout the year, the Board of Directors of Dia Group has been composed of 10 members:

      
      
      

      Benjamin Babcock Alberto Gavazzi Luisa Delgado Gloria Hernández Rut Aranda

      Proprietary director and member of the Board. Chairperson of the Board

      Proprietary director and member of the Board.

      Independent director Member of the Board Chairperson of the Appointments and Remuneration

      Independent director Member of the board Chairperson of the Audit and Compliance Committee (CAC)

      Independent director Member of the board and member of the CNR

      Committee (CNR)

      
      
      

      Sergio Dias Sara Diez Paloma Pérez Vicente Trius José Wahnon

      Other external director Member of the board and member of the CAC

      Independent Director Member of the Board and member of the CAC

      Independent Director Member of the Board and member of the CNR

      Independent Director Member of the Board and member of the CNR

      Independent Director Member of the Board and member of the CAC

      Secretary of the Board of Directors and its Committees: Patricio Morenés.

      
      
      

      COMPOSITION OF THE BOARD OF DIRECTORS

      10

      Members

      50%

      Women

      70%

      Independent

      • External proprietary

      • Other external

      • Independent

      7

      face-to-face meetings in 2025

      Remuneration aligned with shareholder interests

      
      
      

      ASPIRATIONS OF THE BOARD OF DIRECTORS

      • To promote the creation of value and sustained long-term performance.

      • To foster transparency and good corporate governance, taking as a reference the recommendations and principles established for listed companies.

      • Maintain effective, clear and accessible communication with its shareholders and other stakeholders.

      • Formulate and submit financial and non-financial information on a regular and comprehensive basis.

      • Evaluate its performance and that of the committees on an annual basis.

      • Convene and organise the General Shareholders' Meeting, facilitating the informed and responsible participation of shareholders.

      • Protect the value and reputation of the company.

      BOARD COMMITTEES

      The Board of Directors has two committees required by law to assist it in the supervision, control and quality of its decisions. These standing committees are responsible for the rigorous analysis of key issues such as the integrity of financial and sustainability information, risk management, corporate governance, the selection of directors and senior executives, and remuneration policies.

      
      
      

      The committees are responsible for the rigorous analysis of key issues such as the integrity of financial information and risk management, among others.

      100% attendance

      • Independent

      meetings in 2025

      7

      4

      Members

      • Independent

      100% attendance

      • Other external

      meetings in 2025

      8

      4

      Members

      
      
      

      AUDIT AND COMPLIANCE COMMITTEE APPOINTMENTS AND REMUNERATION COMMITTEE

      Responsibilities

      Its main responsibility is to advise the Board of Directors on compliance and on the preparation and presentation of financial and non-financial information, ensuring the independence of the auditor and the effectiveness of the internal control and risk management system, including tax and sustainability risks. This includes, among other things, supervising compliance with corporate governance and internal codes of conduct, proposing the external auditor and reporting on related-party transactions.

      Responsibilities

      Its main responsibility is to advise the Board of Directors on the proposal and evaluation of candidates for directors and senior managers, organising succession processes, proposing remuneration policies and ensuring the diversity and availability of directors. It also supervises certain franchise issues, stakeholder relations processes and the verification of remuneration information.

      Chairperson: independent director Chairperson: independent director

      INTERNAL AUDIT

      This is an independent and objective function that reports directly to the Audit and Compliance Committee. Its main mission is to help the Group comply with its strategy by ensuring that there is adequate risk management, controls and corporate governance.

      SUSTAINABILITY GOVERNANCE

      The governance model establishes that the sustainability function reports directly to the CEOs, both of the Group and of each business unit. The Board of Directors oversees this area. In 2024, a Sustainability Committee was created to support the Management Committee in risk management, oversight and the implementation of good practices in sustainability.

      SHAREHOLDERS AND GENERAL MEETING

      At the date of this report, the share capital of the parent company is represented by 58,058,898 ordinary shares, registered in book-entry form account with a nominal value of 5 euros each, fully subscribed and paid up.

      SHAREHOLDING AS OF THE DATE OF PREPARATION OF THE REPORT

      0.02%

      22.28%

      77.70%

      Treasury stock Free Float Letterone
      
      
   3. ‌The Management Committee in 2025