Jeronimo Martins, Sgps S.a.EURONEXT: JMT

2025 Annual Report - non-ESEF compliant version (AnnualReportJM2025nonESEF)

· Issued by Jeronimo Martins, Sgps S.a.

Non-ESEF compliant version



European Single Electronic reporting Format (ESEF) and PDF version

This document is the PDF/printed version of the Annual Report 2025 of Jerónimo Martins, SGPS, S.A.. This version has been prepared for ease of use and is not presented in the format foreseen as specified in the Regulatory Technical Standards on ESEF (Delegated Regulation (EU) 2019/815). The official ESEF reporting package is available on our website at www.jeronimomartins.com. In case of discrepancies between this version and the official ESEF package, the latter prevails.

Message from the Chairman 4

The Jerónimo Martins Group 9

  1. Profile and Structure 10

  2. Strategic Positioning 17

Management Report - Creating Value and Growth 20

  1. Environment in 2025 21

  2. Group Performance 29

  3. Performance of the business areas 43

  4. Outlook for the Jerónimo Martins Businesses 66

  5. Events after the Balance Sheet Date 68

  6. Dividend Policy 69

  7. Results Appropriation Proposal 70

  8. Reconciliation Notes 71

Financial Statements 75

Consolidated Financial Statements 76

  1. Consolidated Financial Statements 76

  2. Statement of Board of Directors 133

  3. Auditor's Report 134

  4. Report and Opinion of the Audit Committee 141

Individual Financial Statements 144

  1. Individual Financial Statements 144

  2. Auditor's Report 170

Corporate Governance 176

Part I - Information on Shareholder Structure, Organization and Corporate Governance 177

Section A - Shareholder Structure 177

Section B - Corporate Bodies and Committees 182

Section C - Internal Organisation 219

Section D - Remuneration 230

Section E - Related Party Transactions 248

Part II - Corporate Governance Assessment 251

Sustainability Statement 262

  1. 2025 Highlights 263

  2. General disclosures 265

  3. Environment information 286

  4. Social information 370

  5. Governance information 445

  6. Sustainability commitments 458

  7. Reporting frameworks 475

Independent Limited Assurance Report on the Sustainability Reporting 542

MESSAGE FROM THE CHAIRMAN

‌Pedro Soares dos Santos

Chairman and CEO of the Jerónimo Martins Group

In 2025, in a context of heightened geopolitical tension, global uncertainty, unresolved conflicts and growing strategic rivalry between major powers, the Jerónimo Martins Group posted strong results and delivered a robust performance. both financially and in terms of sustainability.

Our Companies responded with consistency, focus and assertiveness to consumer caution, particularly in Poland, prioritising price competitiveness and promotions. The disciplined way in which we delivered on our value proposition day after day, remaining faithful to our strategic priorities - price leadership, assortment innovation and the continuous improvement of shopping experience in our stores -strengthened consumer preference and, consequently, reinforced our market positions.

Our teams' focus and hard work in ensuring price competitiveness and consistently offering strong promotions drove consolidated sales to grow by 7.6% to around 36 billion euros, reflecting year-on-year increase of 2.5 billion euros, of which 1.8 billion was added by Biedronka (with some positive contribution also from the złoty exchange rate).

This robust consolidated performance, together with reinforced cost discipline, operational efficiency and productivity measures, helped protect margins against the simultaneous sources of pressure faced by our Companies throughout the year, including intense competition and high cost inflation, namely in wages. All banners contributed to the nearly 2.5 billion euros of consolidated EBITDA delivered in the year, representing an increase of 11.1%, above sales growth, with the respective margin standing at 6.9% (an increase of 22 basis points compared with the previous year).

From a business perspective, it is important to highlight that while food inflation remained low, cost inflation did not. The combination of these two factors intensified competition in the markets where we operate and increased pressure on all players to gain volumes. Amidst this increasingly competitive environment, labour costs rose significantly, a particularly relevant factor for a Group of our size as an

employer. Minimum wages increased by 10% in Poland, 11% in Colombia (including transport allowance) and 6.1% in Portugal, leading to a 10.7% rise in staff expenses, above the pace of sales growth.

Margin pressure was therefore inevitable, as in previous years. Nevertheless, our Companies responded decisively in defending profitability. On top of volume growth, cost discipline and efficiency gains were key to increasing the EBITDA margin - something not achieved since 2021. Net earnings advanced 7.9% to 646 million euros.

The year was also marked by a long-awaited milestone: the clear recognition of our sustainability performance by CDP with a triple A rating across all programmes: Climate, Water and Forests. This achievement saw Jerónimo Martins become the first food retailer in the world to attain this very demanding milestone, confirming our strong commitment to placing sustainable growth at the core of our Companies' strategy and activities, and of our corporate citizenship.

By year's end Jerónimo Martins was listed in over 180 international sustainability indices, with 57 investors and analysts closely monitoring our ESG performance. Reflecting our recognised low-risk sustainability profile, we continued to increase the weight of sustainability linked instruments in our financial portfolio, which reached approximately 29% at year-end.

In Europe - where our two most important markets are located - economic momentum remained subdued throughout the year with Germany narrowly avoiding another recession and recording minimal growth.

Despite its high exposure to the German economy, in 2025 Poland surpassed the one-trillion-dollar GDP threshold for the first time, joining world's 20 largest economies and consolidating its position as one of the fastest-growing economies in the European Union.

Although the rise in real wages has increased consumer purchasing power, it did not translate into higher food spending. Households remained focused on low prices and promotions, and the food retail market continued to lose volumes. Combined with the ongoing capacity expansion of most of market players, this led to a sharp intensification of competition.

In 2025, we celebrated Biedronka's 30th anniversary - three decades of commitment to everyday low prices and service to Polish families. Today, one in three consumers in Poland choose to shop regularly at Biedronka, reflecting the brand's strength and trustworthiness. Building on this strong brand equity, and proving its preparedness and maturity as a Company, in 2025 Biedronka expanded beyond Polish borders for the first time, entering Slovakia, where it closed the year with 15 stores and one distribution centre, becoming the first banner in the Jerónimo Martins Group to internationalise itself.

Throughout the year, Biedronka operated with low basket inflation (which turned negative in the final quarter of the year) and further strengthened its market share. Known for consistently outperforming growth of the Polish food retail sector, the Company maintained strong commercial momentum and assertive price leadership. Sales grew by 5.9% in złoty (7.5% in euros, surpassing the 25-billion-euro mark for the first time), with like-for-like growth of 1.9%. The Company continued investing in its network, with 152 net additions in the year, 200 refurbishments and five new Biek micro-fulfilment centres (28 in total at year-end), also expanding the capillarity and reach of its Q-commerce operation.

All in all, the strong push for volumes, a strategic approach to margin mix, extra attention paid to productivity and a heavy fist on costs, particularly in logistics and utilities, enabled Biedronka to increase EBITDA above sales growth. EBITDA grew 9.8% (up 8.1% in local currency), with the respective

margin reaching 7.9% (against 7.7% in 2024).

Also in Poland, Hebe faced particularly intense price competition and operated with strong basket deflation. Despite these challenging conditions, sales grew by 5.7% in złoty (7.4% in euros, to 626 million), with a positive like-for-like of 1%. E-commerce contributed positively to top line performance, representing nearly 20% of total sales at year-end. In the year, Hebe opened 18 stores (13 net additions), including two in Czechia.

In Portugal, as in Poland, consumers remained highly focused on price and promotions. In this context, Pingo Doce maintained its strong commercial activity and made significant progress in the conversion of

its store network to the All About Food concept, strengthening its focus on ready meals and fresh produce, two of the banner's most strategic and high-contributing categories. Throughout the year, Pingo Doce also opened nine new stores (eight net additions) and launched its own e-commerce operation. As a result, sales grew by 5.3% to 5.3 billion euros, with like-for-like growth (excluding fuel) of 4%, supported by improved cost control and productivity, which drove EBITDA growth of 8.5%.

Recheio benefited from a positive year in the HoReCa channel - the segment in which the Company has invested the most - driven by a strong summer season. The Company's strong performance in the HoReCa channel reflects a combination of competitive prices, high-quality assortment and service excellence. In traditional retail, Recheio's Amanhecer partner network expanded to 758 stores, 52 more than in 2024.

Total sales increased by 3% to 1.4 billion euros, with like-for-like growth also at 3%, with the EBITDA margin increasing to 5.2% from 5.1%.

In Colombia, households faced another challenging year. Ara maintained its very high promotional intensity alongside everyday low prices, operating with low basket inflation throughout the year, below the country's food inflation rate. Sales grew by 17.4% in Colombian pesos (13.3% in euros, to 3.2 billion), outperforming the market, with like-for-like growth of 5.8%. Affordable prices are certainly a very important reason behind the remarkable third-place ranking earned by Ara among Colombia's most beloved brands. A national market study conducted by Kantar Insights for a special edition November 2025 issue of P&M, a magazine specialising in advertising and marketing, assessed two dimensions: brand love and responsibility. Consumers were asked to spontaneously say which "Colombian product brands and/or services they love the most" and which "reflect commitment and responsible conduct towards the environment". Ara ranked third, behind two traditional Colombian brands (Alpina and Alquería), both with more than 65 years of history, not least because, according to the magazine, "since 2013, Ara has revolutionised Colombian retail with a direct value proposition: proximity, fair pricing and local connection," adding that "its success proves that inclusion can also be a market strategy."

Higher volumes, a different approach to margin mix and the systematic work done by the Company on costs enabled a significant improvement in EBITDA.

In 2025, our global investment programme totalled 1.2 billion euros. We opened 448 new stores - more than one per day -, refurbished 281, expanded our global network beyond 6,500 locations and started two new distribution centres in Poland, one of them automated. In addition, 85 million euros were allocated to financial investments, mostly directed to salmon and cod aquaculture projects in Norway.

It is important to underline that, in the past five years, more than 60% of Biedronka's stores have either been refurbished or are entirely new - a large-scale modernisation effort in a chain that in 2026 will surpass 4,000 stores. Moreover, the Company made significant investments in the packaging deposit and return system and in introducing electronic shelf labels.

In Portugal, Pingo Doce concluded its 45th anniversary year with a total of 497 stores. Over the past four years, more than half of the banner's stores were refurbished or are new, and the Comida Fresca network already includes 256 restaurants.

Also in Portugal, Recheio refurbished its Évora store and prepared the opening of an important new unit in the Lisbon area, which was inaugurated in February of this year. The Company is optimistic about the opportunity to strengthen its presence in the HoReCa segment in a region as strategic as Lisbon.

In the first days of 2026, we announced the discontinuation of the Hussel business in Portugal. This was a difficult decision, as the banner had been part of our portfolio for 35 years, but an inevitable one with our long-standing partner in Germany having declared bankruptcy and the strong pressure on cocoa prices.

In Colombia, where investment totalled 228 million euros, Ara opened 225 stores, including locations previously operated by Colsubsidio, closing the year with 1,653 units.

In addition to investment in our store networks and distribution centres, we strengthened the production capacity of our agrifood business. JMA acquired the fruit and vegetable trading operation of the Luís Vicente Group, increased its stake in Andfjord Salmon to 40%, and acquired an 18% stake in Norcod, with the first two transactions concluded already in the beginning of 2026.

As regards sustainability, we continued to invest significantly in installing solar panels across stores and distribution centres, replacing refrigeration systems with natural or low Global Warming Potential gases, and in reinforcing our commitment to responsible practices throughout the value chain. Despite expansion and strong sales growth, our scope 1 and 2 carbon emissions decreased by 18.4% compared to 2021 (base year) and more than 2,700 locations are now equipped with photovoltaic panels. Today, over half of the Group's total energy consumption comes from renewable sources, rising to more than 60% when considering electricity consumption alone.

Regardless of the angle from which we may look at it, nothing of what we achieved in 2025 would have been possible without the dedication and commitment of our employees. We are now nearly 150 thousand people of almost 90 nationalities, and we invested more than 360 million euros in recognition measures.

In the social domain, I highlight the setting-up work of the Jerónimo Martins Foundation, which celebrated its first full year of activity in 2025; the Biedronka Foundation, which continues to be play a vital role in combating poverty and malnutrition among the older adults in Poland; and the "2 million reasons" programme, which benefitted more than 60 thousand people in Colombia - mainly children and mothers from vulnerable communities - through 14 social investment projects.

Looking ahead to 2026, and as we see rising global instability, with tension growing everywhere and the world order as we knew it being deeply challenged, we are determined to stick to our values, to protecting our businesses and keep growing and serving the communities in the countries where we are present to the best of our abilities. We will also be focused on executing our defined plans while maintaining the flexibility and sense of readiness to make whatever adjustments may be necessary to protect the sustainability of our businesses.

Before concluding, I would like to note that 2025 marked the beginning of a new Board of Directors' mandate, with six of the eleven members newly appointed for the 2025-2027 term. To the Board members who stepped down, I express my gratitude for the years of shared work and for their contribution. To the new Board, I express my appreciation for the way in which they have supported me throughout most of 2025.

I would also like to acknowledge the contribution of my colleagues on the Group's Managing Committee, whose dedication has been instrumental in delivering the consistent results we have achieved. I extend my gratitude to the shareholders - including the family I represent - for their renewed confidence in my leadership and in the top management team.

It is a privilege to work with you every day in building a more responsible, stronger and future ready business.

Pedro Soares dos Santos

Chairman and CEO of the Jerónimo Martins Group



JERONIMO

GROUP





Report

Annual

MARTNS



‌The Jerónimo Martins Group

  1. Profile and Structure 10

  2. Strategic Positioning 17

This Annual Report of the Jerónimo Martins Group (Group) covers the period from 1 January to 31 December 2025 and includes the distribution and agribusiness areas in Portugal and the distribution business in Poland and Colombia, detailing the consolidated results of the entities directly and indirectly held by Jerónimo Martins, SGPS, S.A.

During the year, the Group also pursued business in other countries, namely in Morocco in the agri-food sector (aquaculture), in Slovakia through the expansion of Biedronka banner and in specialised retail, with Hebe expanding its operations from Poland also to Czechia and Slovakia. As these are startup operations and/or do not have a significant impact on the Group's performance, they are included in the Others' heading, except for Hebe's international operations that are integrated and reported under the respective business unit.

  1. ‌Profile and Structure
    1. Identity and responsibilities

      Assets portfolio

      Jerónimo Martins is an economic group based in Portugal with more than 230 years' experience in the food business, meeting the daily needs of millions of consumers through a value proposition that delivers quality food at competitive prices. Food Distribution is its primary business activity, which accounts for more

      than 98% of its consolidated sales.

      The Group has leadership positions in food retail in Poland and Portugal and an increasingly notable presence in Colombia. In 2025, it recorded 36 billion euros in sales and an EBITDA of 2.5 billion euros. The Group ended 2025 with a total of 147,709 employees and a market capitalisation of 12.7 billion euros on Euronext Lisbon.



      The Biedronka chain of food stores, which aligns proximity locations and quality assortment with the most competitive prices in the Polish market, is the Group's largest business, accounting for c.70% of sales and c.80% of EBITDA. Being the undisputed food retail leader in Poland, the Company has maintained, in 2025, a strong commercial dynamic, ensuring price leadership and increasing its market share. At the same time, the banner marked the beginning of its international expansion with its entry into Slovakia, where, in 2025, it opened 15 stores and a distribution centre.

      The Company also has several online sales offerings, including ultra-fast deliveries (Q-commerce) under the Biek brand, alternative ordering and delivery solutions in partnership with e-commerce players, and non-food products through the home.biedronka.pl/ website.



      In Poland, Hebe focuses on the specialised retail of health and beauty products, managing a considerable assortment of products at competitive prices and an in-store consultation service. In 2025 the Company continued to focus on its omnichannel approach, leveraging a competitive commercial strategy and a quality assortment with a myriad of exclusive products. Continuing its expansion and in order to support its international online operations, Hebe also operates two brick-and-mortar stores in Slovakia and five in Czechia.

      In Portugal, the Group also has a leadership position in food distribution. It operates the banners Pingo Doce and Recheio, which are market leaders, in the country, in the supermarket and cash & carry formats, respectively.



      Pingo Doce is a supermarket chain that has a restaurant area in most of its stores being the largest restaurant network in the country. It has two central kitchens that supply not only these restaurants, but also its in-store takeaway operation. Pingo Doce also operates the Bem-Estar parapharmacies and petrol stations, in a partnership with a sector operator.





      Jerónimo Martins Agro-Alimentar

      Recheio operates a chain of cash & carry stores and has strengthened its business model with a specialised food service delivery operation, underpinned by dedicated platforms, which essentially serve HoReCa customers with a delivery service. Recheio continues to expand a network of traditional retail partners under the Amanhecer banner.

      In Colombia, Ara operates a chain of proximity food stores, mostly set up in residential neighbourhoods, offering quality at the best price and combining competitiveness with promotional opportunities in key categories for the Colombian consumer. Also in Colombia, Bodega Del Canasto (BdC) operates a mini cash & carry format, a distributor for the traditional market (B2B), offering a customised solution of Private Brands and industry brands.

      Through its subsidiaries in Portugal and Morocco, Jerónimo Martins Agro-Alimentar (JMA) focuses on four areas of agri-food production: dairy, livestock farming, aquaculture, and fruit and vegetables. It also holds a significant financial stake in Andfjord Salmon in Norway and, in 2025, acquired a stake in Norcod, thereby establishing a presence in cod production. JMA's main objectives are to ensure the supply of some strategic products to the Group's Companies and create quality differentiation.

      The Group also operates, in Portugal, the Jeronymo coffee shops and kiosks, as well as the Hussel chocolate and confectionery chain, having decided, at the end of 2025, to discontinue the latter's operations.

      More information about the Group Companies can be found in chapter 2 of this Annual Report under "Performance of

      the business areas".

      Business structure

      Poland

      Slovakia

      Portugal

      Colombia

      FOOD DISTRIBUTION

100%

51%

100%

100%

Biedronka

Neighbourhood store

Pingo Doce

Supermarket

Recheio

Cash & Carry

Ara

Neighbourhood store



100%

Agribusiness**



SPECIALISED RETAIL

100%

Hebe *

Health and beauty drugstore

100%

Coffee Shops

100%

Chocolates



* Includes international operations in Czechia and Slovakia, which are not yet significantly relevant to the Group.

** Includes an aquaculture operation in Morocco, which is not yet significantly relevant to the Group.

Soles by Business Area 2025



EBITDA by Business Area 2025

Biedronko 70.4%

€ Million

EBITDA

% Total

Biedronko

1,991

80.3%

Pingo Doce

322

13.0%

Recheio

72

29%

Aro

132

5.3%

Hebe

65

2.6%

Others

-103

-4.2%

QM Group

2,480

100%











    1. Operating and financial indicators





      Soles Areo





      Thousand sqm

      Biedronko



      Pingo Doce

      Recheio



      139

      145







      565



      502

      S9#

      Soles



      € Million

      Biedronko

      Pingo Doce

      1,158

      Recheio 1

      ?499



      Hebe 8



      n 2021 n 2022 n 2023 n 2024 n 2025

      Aro

      '

      '

      278

      3®zza



      n 2021 n 2022 n 2023 n 2024 n 2025



    2. Statutory bodies

      Election date: 24 April 2025

      Composition of the Board of Directors elected for the 2025-2027 term



      Pedro Soares dos Santos

      Born on 7 March 1960

      Chairman of the Board of Directors and Chief Executive Officer

      • Chairman of the Board of Directors since December 2013

      • Chief Executive Officer since April 2010

      • Member of the Board of Directors since March 1995



        Agnieszka Słomka-Gołębiowska

        Born on 24 August 1976

        Member of the Board of Directors since April 2025



        António Domingues

        Born on 30 December 1956

        Member of the Board of Directors since April 2025 Member of the Audit Committee since April 2025



        Elizabeth Ann Bastoni

        Born on 24 July 1965

        Member of the Board of Directors since April 2019 Member of the Audit Committee since April 2019 Chairwoman of the Audit Committee since April 2025



        Fabio Villegas

        Born on 8 January 1955

        Member of the Board of Directors since April 2025



        Francisco Sá Carneiro

        Born on 12 March 1958

        Member of the Board of Directors since April 2025



        João Vale de Almeida

        Born on 29 January 1957

        Member of the Board of Directors since April 2025



        José Soares dos Santos, indicated by Sociedade Francisco Manuel dos Santos

        B.V. to hold the office in his own name, pursuant to paragraph 4 of article 390 of the Commercial Companies Code

        Born on 6 April 1962

        Member of the Board of Directors from 1995 to 2001 and from 2004 to 2015 Member of the Board of Directors since April 2019



        María Ángela Holguín

        Born on 13 November 1963

        Member of the Board of Directors since April 2019



        Nigyar Makhmudova

        Born on 26 May 1967

        Member of the Board of Directors since April 2025



        Sérgio Tavares Rebelo

        Born on 29 October 1959

        Member of the Board of Directors since April 2013

        Member of the Audit Committee since April 2013, was chairman of the Audit Committee from April 2016 to April 2022

        Statutory Auditor and External Auditor

        PricewaterhouseCoopers & Associados, SROC, LDA.

        Palácio SottoMayor, R. Sousa Martins, 1-3.º, Lisboa, Portugal, 1069-316 Represented by:

        João Rui Fernandes Ramos (ROC n.º 1333)

        Substitute:

        Rui Jorge dos Anjos Duarte (ROC n.º 1532)

        Company Secretary

        Joaquim Nuno Nobre Martins de Aguiar

        Substitute:

        Carlos Martins Ferreira

        Chairman of the Board of the Shareholders' Meeting Luís Miguel Reis Sobral

        Secretary of the Board of the Shareholders' Meeting Marta Horta e Costa Leitão Pinto Barbosa

  1. ‌Strategic Positioning
    1. Mission

      Jerónimo Martins operates mainly in the food area, promoting, through its Companies and its Private Brands, the availability of food solutions and products that are safe, healthy and affordable for everyone. Respect for all stakeholders and commitment to the principles of sustainable development are an intrinsic part of its strategy for growth and shared value creation in the short, medium and long term, aimed at contributing to the prosperity, the cohesion and the well-being of the communities that its businesses serve.

As an intrinsic part of our sense of corporate citizenship, we incorporate, in a clear and committed way, environmental and social concerns in the pursuit of our business. This involves adopting policies and practices that focus on fighting climate change, deforestation and pollution, preserving the environment, biodiversity and natural resources, reducing the use of polluting materials, increasing recycling and the recovery of the waste generated by our activities, as well as promoting respect for and defending human rights and the principles of diversity and inclusion.

We take our responsibility towards the planet and the communities where we operate. As food specialists, we are committed to promoting good food habits and contributing to healthier societies. As a benchmark employer, we are committed with having a positive impact on the life of our employees who, every day, contribute to build and to enhance our businesses.

As a result of our competent work, the efficiency of our operations, the strength of our brands and our market positions, our investors receive a consistent return on investment.

  1. Values

    The way we fulfil our Mission is shaped by our Values and Behaviours. They are the same for our Companies in all countries where we operate, and they translate as follows:

    We raise the bar

    We are restless and we do not settle. What we do is beyond expectations, we never accept the status quo and we encourage others to do the same. We believe there is always a way to do better and to overcome the most demanding obstacles. This is why we never give up. We are always ready to try and to take calculated risks, without compromising what needs to be done.

    We count on each other

    Together we are stronger. We collaborate and share. We believe each person's development must be encouraged so that we are all able to achieve the most ambitious goals. We work hard to make sure everyone is heard and that we learn from different people and perspectives. We value our achievements and celebrate success.

    We believe in doing the right thing

    What we do is as important as how we do it. We are accountable for our decisions, and we don't lie. We act ethically and with integrity and our long-term decisions take into account our people, our clients, our communities and our shareholders. We treat with dignity and respect those who are part of our business.

  2. Strategic vision

    The Group's strategic vision is based on promoting profitable and sustainable growth, through three key

    guiding principles:

    • Leadership: strong banners and brands that enable to achieve and reinforce leadership positions in the markets where it operates.

    • Responsibility: continuous assessment of the impact of the business on the environment and society, an active and significant contribution towards improving the quality of life of our employees, their families and the communities, and towards sustainability as a whole.

    • Independence: careful management of the balance sheet and supply-chain to ensure the continuity of operations and autonomy in strategic decision-making.

      Within this context, when doing business, the Group's Companies have three areas of focus, common to all the countries where we operate, and which reflect the strong sense of purpose that guides Jerónimo Martins:

    • Consumer: democratise access to quality food products and solutions, guaranteeing maximum security and savings for those who choose our proximity stores, in which perishable products and Private Brand play a central and strategic role in promoting health through food.

    • Employee: provide a healthy work environment, a fair and adequate remuneration, answers to the needs and vulnerabilities, and development opportunities within the organisation, in order to promote their well-being and a feeling of personal and professional accomplishment.

    • Business partners: establish long-term relationships that enable shared value creation and the growth and development of the Group's strategic partners, and that ensure the sustainability of the supply chain and innovation that enhances the attractiveness and relevance of our value propositions.

  3. Operational profile

The operational positioning of the Group's Companies reflects an approach focused on value and quality, underpinned by a mass-market strategy designed specifically for the markets and communities in which they operate.

The Group offers proximity and convenient food solutions that are appropriate for all consumers, at very competitive prices, which requires operating with maximum efficiency and lean cost structures. All value propositions are clearly customer-centric and marked by a strong differentiation in three essential aspects: the variety and quality of fresh food products, leading Private Brands and a pleasing store environment.

The success of the Group's formats is leveraged on market leadership, which allows it to reach a dimension that is fundamental to create economies of scale, which, in turn, enable the increase of logistical and operational efficiency. Such scale allows offering the best prices and boosts notoriety and trust, so essential for building lasting relationships with strategic business partners and with the consumers who choose our stores.

Report

Annual

REPORT







‌Management Report - Creating Value and Growth

  1. Environment in 2025 21

  2. Group Performance 29

  3. Performance of the business areas 43

  4. Outlook for the Jerónimo Martins Businesses 66

  5. Events after the Balance Sheet Date 68

  6. Dividend Policy 69

  7. Results Appropriation Proposal 70

  8. Reconciliation Notes 71

In compliance with the foreseen of the Commercial Companies Code (article 66-B), with regards to the non-financial information statement, this is included in chapter 5 'Sustainability Statement' of this Annual Report, and this chapter is considered an integral part of the Management Report.

  1. ‌Environment in 2025

    The Organisation for Economic Co-operation and Development (OECD) estimates that global Gross Domestic Product (GDP) growth reached 3.2%1 in 2025, slightly below the 3.3% recorded in the previous year.

    GDP growth is projected to slow to 2.9% in 2026, before accelerating again to 3.1% in 2027. Despite increasing pressure on public finances, the institution anticipates further reductions in interest rates and only limited fiscal tightening.

    The past year was marked by the appointment of Donald Trump as the 47th President of the United States (US) and the implementation of a more protectionist trade policy. The prospect of higher trade tariffs led to the early execution of many international trade transactions in the first half of 2025, with repercussions for inflation in the US and the affected economies.

    Most central banks cut interest rates on several occasions in an effort to support economic growth, except the US Federal Reserve, which kept monetary policy unchanged for around three quarters, given the potential effects of the new trade policy on inflation. Nevertheless, it initiated a cycle of interest rate cuts from September onwards.

    The slowdown in inflation allowed for an easing of monetary policy across the major economies, helping to offset the uncertainty linked to geopolitical and trade tensions. Nonetheless, economic activity and income recovery evolved unevenly across the different economic blocs. Consumer confidence gradually improved in most economies, but remained below historical averages, particularly in more developed economies.

    From a geopolitical standpoint, 2025 was marked by significant challenges and a complex evolution of the international landscape. The war in Ukraine continued throughout the year, with negotiations over a possible peace agreement occurring primarily in the final quarter of 2025, although no effective conclusions were reached.

    The US administration also announced higher trade tariffs on several trading partners. Agreements were subsequently reached with most countries and economic blocs, including China. On the domestic front, a partial shutdown of the US Federal Administration began in early October and lasted for 43 days, marking the longest government shutdown in US history.



    Economic growth in Poland accelerated in 2025, with GDP increasing by 3.6%, compared with the 3.0% recorded in the previous year. This growth was driven by household consumption of non-food goods and services, which benefited from higher minimum wages, disinflation, and the easing of financial conditions.

    ‌1 OECD Economic Outlook, Volume 2025 Issue 2.

    In 2025, Slovakia recorded modest GDP growth of 0.8%, due to weaker external demand and the impact of new trade tariffs. Despite support from European Union funds, economic uncertainty and the need for fiscal consolidation constrained investment in the country.

    In Portugal, the fall of the Government in May and the subsequent elections were followed by a partial restoration of political stability. Economic growth slowed compared with 2024, with GDP increasing by 1.9%. The economy maintained a solid performance throughout 2025 despite an adverse external environment. The labour market remained strong, with employment levels at historic highs and a low unemployment rate.

    In Colombia, the Government activated a safeguard clause to temporarily suspend certain fiscal rules, revising the projected deficit upward to 7.1%. At the same time, the Central Bank maintained a cautious stance in order to contain persistent inflation.

    Colombia's economy grew by 2.6%, above the 1.5% recorded in the previous year. This performance was supported by private consumption, government spending, a volatile but ongoing recovery in investment, and consumer confidence, which reached multi-year highs.



    Inflation in Poland closed 2024 on an accelerating path, largely reflecting the withdrawal of government support measures (including the temporary reduction in VAT on essential goods), with the trend continuing into early 2025. Nevertheless, inflation declined for most of the year, reaching a year-on-year rate of 2.4% in December - the lowest level since April 2024. Average inflation stood at 3.6%, in line with 2024.

    In Slovakia, inflation accelerated again in 2025, with the average rate reaching 4.0%, reflecting an increase in service prices.

    In Portugal, average inflation was 2.3% (2.4% in 2024), with volatile behaviour throughout the year. The slight decline in inflation rate was influenced by developments in energy products, which recorded an average annual change of -0.2%, as well as by the deceleration of core inflation, which registered an average annual rate of 2.2% (2.5% in 2024).

    Average inflation in Colombia stood at 5.1% (6.6% in 2024). The price index remained above 5.0% for most of the period.



    In 2025, the world's major central banks continued to gradually ease the restrictiveness of their monetary

    policies.

    The European Central Bank (ECB) reduced interest rates at its first four meetings of the year, through June, bringing its main policy rate to 2.0%. Since then, the institution has kept its policy rates unchanged.

    In Poland, the central bank kept its rates unchanged at 5.75% until April, before initiating a monetary policy easing cycle that brought rates down to 4.0% in December.

    The Central Bank of Colombia restricted monetary easing to a single 25-basis-point cut in April, ending the year with the policy rate at 9.25%.





    With regard to Food Retail sales at constant prices, Portugal recorded the strongest performance among the economies under review, followed by Colombia. In Poland and Slovakia, Food Retail sales recorded a slight decline compared with 2024.



    Consumer Confidence Indicator (CCI) levels improved in Portugal, Poland and Colombia, although the indicator remained in negative territory (with the exception of Colombia).

    In Poland, the indicator followed a somewhat uneven trajectory throughout the year, peaking in September at -8.3 points before ending the year at -9.9 points. The slowdown in real wage growth was one of the factors that limited the improvement in consumer confidence in 2025.

    In Slovakia, the CCI continued to decline in 2025, influenced by the fiscal consolidation package announced by the government in September 2024, which included measures such as higher VAT and increased corporate taxes.

    In Portugal, the CCI showed an unstable trajectory. At the beginning of the year, the indicator declined amid expectations of higher inflation. Consumer confidence gradually improved throughout 2025, supported by greater optimism about the national economy, future financial conditions and expectations of moderating inflation.

    In Colombia, despite a challenging start to the year, the indicator closed the year at its highest level in more than a decade.



    In Poland, the average unemployment rate increased to 5.4% in 2025 from 5.1% in 2024, while in Slovakia it remained at 5.0%.

    In Portugal, this indicator decreased to 6.0% in 2025, compared with 6.4% in the previous year.

    In Colombia, the unemployment rate continued its downward trend in 2025, reaching 7.0% in November the lowest level in more than a decade - before rising to 8.0% in December. The annual average rate was 8.9%.

    Regarding exchange rates, the złoty recorded an average annual conversion rate2 of 4.2397 in relation to the euro, corresponding to a 1.5% appreciation compared to the average exchange rate of 4.3049 recorded in 2024.

    In contrast, the Colombian peso average annual conversion rate2 was 4.568 per euro, depreciating by 3.6% compared with the 2024 average of 4.405.

    Economic Outlook for 2026

    In 2026, global GDP growth is projected to slow to 2.9%. Inflation is expected to remain moderate, while global monetary policy is likely to become less restrictive.

    Analysts project GDP growth of 3.4% for Poland in 2026.

    For Slovakia, forecasts indicate an acceleration in economic growth to 1.1% in 2026. The absorption of EU funds will continue to be the main driver for investment, although capital formation is expected to remain under pressure from economic uncertainty and the ongoing fiscal consolidation process.

    The Portuguese economy is expected to record sustained growth in 2026, above the level registered in the previous year. A robust labour market, higher minimum wages and a reduction in income tax are expected to support private consumption. However, the effects of the extreme weather events recorded at the beginning of 2026, with particular emphasis on Storm Kristin, may affect these prospects.

    In Colombia, investment should recover gradually, although it will continue to be affected by uncertainty. Monetary policy is likely to remain restrictive in order to ensure the return of inflation to the established target, with fiscal deficits projected to remain elevated. Inflation is expected to decrease, although it is forecast to remain above the 3.0% target until 2027.

    However, it should be noted that macroeconomic outlook for 2026 continue to be characterised by heightened volatility, requiring the necessary adjustments in light of increased geopolitical risks. These include the impact of the recent attack on Iran on energy markets, inflation and on the confidence of economic agents at a global level.

    1. Poland

      Modern Food Retail

      In 2025, growth in Poland's Food Retail market at current prices was primarily driven by food inflation. Despite higher real incomes, consumer sentiment remained cautious. Market developments were also influenced by disinflation, with the year-on-year change in the price index reaching 2.4% in December, the lowest level since April 2024.

      In January 2025, Poland's minimum wage was raised further to 4,666 zloty, representing an increase of

      around 10% compared with January 2024.

      ‌2 Average annual conversion rate determined by weighting the turnover of the Group Companies operating in this currency.



      Health and Beauty Retail

      The Health and Beauty segment in Poland remained resilient over the past year. Inflation in the personal care and cosmetics categories continued to decelerate, remaining at levels below 1.0%.

    2. Slovakia

      Modern food retail

      In 2025, the Slovak market experienced subdued consumption alongside average inflation of 4.0%, largely driven by rising service costs.

      In January 2025, the minimum wage increased 9.0% to 816 euros. Although the unemployment rate remains low, the shortage of skilled labour and significant regional disparities may limit growth and productivity across several sectors.

      A gradual acceleration in the growth of the Slovak economy is expected. EU funds absorption and stabilising inflation are expected to support a gradual recovery in investment and private consumption, creating a more favourable environment for the retail sector.

    3. Portugal

      Modern Food Retail

      In 2025, the Portuguese Food Retail market recorded growth in sales at current prices. Food inflation showed an upward trend throughout the year, closing the period with a year-on-year average rate of 2.8%.

      The national minimum wage was raised to 870 euros in January 2025 (6.1% more than in the previous year), helping to mitigate the impact of inflation on household disposable income.



      Wholesale Market

      In 2025, the HoReCa channel in Portugal recorded sustained activity growth, supported by several consecutive years of increasing tourism demand, despite a challenging operational environment characterised by rising costs and pressure on margins.

      This momentum was largely driven by the performance of domestic tourism, which reached a new record of 82.1 million overnight stays (an increase of 2.2% compared with 2024). With solid growth compared to the previous year, tourist flows were the main driving force behind the HoReCa channel, especially in the hotel segment.

    4. Colombia

      Modern Food Retail

      In Colombia, the Food Retail sector showed resilience in 2025, with growth accelerating following the slowdown recorded in the previous year. This performance outpaced food inflation, which showed some volatility throughout the year.



      In January 2025, Colombia's monthly minimum wage was set at 1,423,500 pesos (a 9.5% increase), complemented by a 23.5% increase in the transport allowance. Nevertheless, the market continues to face significant structural challenges. Despite the decline in the unemployment rate, labour informality remains high (estimated to affect more than 55% of the workforce), limiting the impact of wage increases on a substantial part of the population and potentially constraining private consumption.

      Sources:

      OCDE; Banco de Portugal Economic Bulletins; Portuguese Ministry of Finance; Portuguese Statistics Office (INE); Bank of Poland Economic Bulletins; Central Statistical Office (GUS); Banco de la República (Colombian Central Bank); Colombia National Administrative Department of Statistics (DANE); Statistical Office of the Slovak Republic; Fedesarrollo; PMR Market Research; Fitch BMI; BMP; ISBIZNES; PORTAL SPOZYWCZY; Hatimeria; AHRESP, Distribuição Hoje.

      Note: All macroeconomic data presented in this subchapter are based on the latest available information at the closing date of this report.

  2. ‌Group Performance
    1. Performance overview

      The year 2025 was one of great uncertainty, amid turbulence in global geopolitics and political instability in Europe's leading economies. Consumer behaviour remained cautious and restrained throughout the year, while competition in the food retail market remained highly intense.

      In a constrained and highly price-sensitive consumer environment, we continued to pursue the strategic priorities that set us apart: price leadership, constant innovation in the assortment, and a sustained commitment to improving the quality and service levels of our stores.

      Recognising the strength of our banners' value propositions, including their price leadership, consumers continued to favour our stores, driving solid sales performance for the Group, with volume growth across all banners.

      Consolidated sales grew 7.6% (+6.7% at constant exchange rates), totalling 36 billion euros.

      This sales growth, together with stronger cost discipline, efficiency and productivity, helped to protect margins amid cost inflation particularly in wages and intense competitive pressure.

      EBITDA amounted to 2.5 billion euros, increasing 11.1% (+9.9% at constant exchange rates), with the margin increasing 22 basis points to 6.9%.

      In general, all our banners delivered a good performance, underpinned by strong sales and EBITDA.

      At the end of the year, the Group had a net cash position (excluding capitalised operating lease liabilities) of 866 million euros, maintaining the robustness of its balance sheet.

      Consolidated pre-tax ROIC stood at 20.1% (20.0% in 2024), with the banners protecting their returns on invested capital despite intensifying competition.

      By closely monitoring consumer trends and the competitive landscape, all of the Group's Companies continued to respond to the environmental and social challenges faced, amid growing volatility and uncertainty.

      Sustainability highlights

      In 2025, the Jerónimo Martins Group became the first multinational food retailer worldwide to be awarded a triple A score by CDP - the highest distinction granted by this leading independent organisation in the assessment of environmental practices. This recognition reflects the progress made in combating climate change, managing water as a critical resource and managing commodities most associated with deforestation risk (palm oil, paper and wood, beef and soy), as well as the transparency of our reporting. With this assessment, we became part of a select group of 23 companies worldwide that achieved the maximum score across the three dimensions evaluated by CDP.

      Our consistent track record was once again recognised and, in 2025, we were included in more than 180 sustainability indices featuring companies with strong environmental, social and governance practices.

      Through the investments we have been making, we managed to reduce our carbon footprint by 18.4% compared with 2021. In the same period, our turnover almost doubled. Other relevant environmental indicators show that, relative to sales, our energy consumption decreased by 32% compared to 2021, demonstrating increased efficiency. We have photovoltaic panels installed in over 2,700 locations, and more than half of the energy we consume comes from renewable sources.

      The decarbonisation of our logistics operations has continued to advance and, in 2025, Recheio achieved its first Lean & Green star and Terra Alegre its second. These achievements build on progress previously made by Pingo Doce, with four stars, and by Biedronka, with two.

      In the social area, we achieved a score of 9 (on a scale up to 10) in the Global Child Forum - an initiative that evaluates organisations that stand out in protecting children's rights in their operations and across their supply chains. We ranked third among the 80 retailers assessed and 21st among the more than 1,800 companies evaluated worldwide.

      We have around 148,000 employees and, as a major employer, we created more than 7,800 jobs in 2025. During the year, we invested over 361 million euros in recognising our employees, 18 million euros in their training and 54 million euros in internal social responsibility measures. In the context of diversity and inclusion, we celebrated the 10th anniversary of the Incluir Programme - which supports the integration of people facing difficulties accessing the labour market -, an initiative that contributed to the renewal of the Inclusive Employer Brand seal awarded to Pingo Doce, Recheio and the Group's Holdings by the Portuguese Institute for Employment and Vocational Training (IEFP).

      We also supported the communities surrounding our operations with more than 91 million euros (12% more than in 2024), a figure that includes financial support and food donations and that reached more than 2,200 organisations. We donated over 23 thousand tonnes of food to social institutions supporting people in vulnerable situations, a 25% increase.

      In line with our commitment to guaranteeing high-quality, safe and accessible food products that also contribute to better public health and the prevention of cardiovascular disease, we maintained our focus on reformulating Private Brand product recipes. In 2025, we prevented 320 tonnes of sugar, 275 tonnes of fats and 39 tonnes of salt from entering the market. Additionally, we increased the share of products with sustainability certification to 14.5% of our Private Brands and perishables assortment.

      In governance terms, we highlight the strengthening of our relationship with local suppliers, from whom we purchased 92% of the food products we sell. Our contribution to the countries in which we operate is also evident in the fact that we paid more than one billion euros in taxes and social contributions in those markets.

      Additional information on these and other sustainability-related initiatives can be found in chapter 5, "Sustainability Statement", of this

      Annual Report.

    2. Focus on profitable growth

      The Group's sales grew 7.6% (up 6.7% at constant exchange rates) to 36 billion euros, with an LFL of 2.5%.







      Consolidated Net Sales

      (€ Million)

      2025

      % total

      Δ%

      excl. F/X

      Euro

      LFL

      Biedronka

      25,343

      70.4%

      5.9%

      7.5%

      1.9%

      Pingo Doce*

      5,342

      14.8%

      5.3%

      3.7%

      Recheio

      1,399

      3.9%

      3.0%

      3.0%

      Ara

      3,228

      9.0%

      17.4%

      13.3%

      5.8%

      Hebe

      626

      1.7%

      5.7%

      7.4%

      1.0%

      Others & Cons. Adjustments

      54

      0.1%

      n.a.

      Total JM

      35,991

      100%

      6.7%

      7.6%

      2.5%

      * includes stores sales and fuel

      In Poland, food inflation averaged 4.7% over the year, with an easing trend from September onwards that brought the price index down to 2.4% in December.

      During 2025, food consumption remained cautious, with families focusing on low prices and savings opportunities, amid a highly competitive and promotional environment.

      Biedronka maintained a strong commercial dynamic, cementing its price leadership, and continued to improve its assortment and expand its network. As a result, building on a performance that has consistently outperformed the market in recent years, the banner delivered another year of solid sales growth and strengthened its market share.

      Throughout the entire year, Hebe operated under intensifying price competition, resulting in basket deflation. Leveraging the exclusivity of its assortment, the Company preserved its differentiation, protected its competitive position, and grew sales.

      In Portugal, food inflation reached 2.8% in the year, with consumers continuing to prioritise price opportunities and promotions in the food retail market.

      The HoReCa channel showed mixed performance compared to 2024, with hotels benefiting from more favourable conditions and restaurants and cafés facing greater challenges.

      Pingo Doce maintained the intensity of its recognised commercial initiatives and moved forward in its investment plan to convert its stores to the All About Food concept, reinforcing its differentiation in its fresh

      food and ready meals offering. With an enhanced value proposition, the banner recorded robust sales growth.

      Recheio also delivered a good sales performance. Growth in the HoReCa channel was driven by the competitiveness and attractiveness of the offering, which combines price, quality of the assortment -particularly its strong differentiation in perishables -, and service level. In traditional retail, of note is the expansion of the Amanhecer store network partnerships, increasing to 758 locations in the year, 52 more than in the previous year.

      In Colombia, food inflation averaged 5.2% in the year.

      Consumers continued to face significant pressure on disposable income, making low prices and assertive promotions essential in the food market.

      Ara maintained focus on earning consumer preference in the neighbourhoods where it operates, effectively executing its promotional strategy to create relevant savings opportunities for Colombian families.

      Consistent positioning underpinned solid sales performance, driven mainly by volume growth, as the banner operated with low basket inflation (systematically lower than the country's food inflation) throughout the year.















      Group EBITDA amounted to 2.5 billion euros, 11.1% higher than in 2024 (up 9.9% at constant exchange rates). The respective margin stood at 6.9% compared to 6.7% in 2024.





      At Biedronka, EBITDA grew 9.8% (up 8.1% in local currency), with the respective margin standing at 7.9% (7.7% in 2024). This performance was the result of solid sales growth, combined with disciplined cost management and increased focus on productivity. This mitigated the pressure generated by price competitiveness and cost inflation, mainly wage-related.

      In a highly promotional environment, Hebe worked to protect profitability by optimising its sales mix and cost management, resulting in EBITDA growth of 9.7% (up 8.0% in local currency), with the respective margin reaching 10.4% (10.2% in 2024).

      At Pingo Doce, EBITDA grew 8.5%, with the respective margin increasing to 6% (5.8% in 2024), driven by sales growth and initiatives to increase productivity and offset costs pressure.

      Recheio delivered EBITDA growth of 4.6%, with the margin standing at 5.2% (5.1% in 2024). In addition to a positive sales performance, growth was supported by Recheio's extremely competitive positioning in the HoReCa channel, enabling the banner to capitalise on stronger dynamics in this channel.

      Ara posted an EBITDA 37.6% higher than in 2024 (up 42.7% in local currency), with the corresponding margin rising to 4.1% (3.4% in 2024). Besides sales growth, the strong margin performance reflects the work started in 2024 to protect the Company's gross margin and limit the impact of inflation and labour reforms on costs.

      EBITDA breakdown

      (€ Million)

      2025

      Mg

      2024

      Mg

      Biedronka

      1,991 7.9%

      1,814 7.7%

      Pingo Doce

      322 6.0%

      296 5.8%

      Recheio

      72 5.2%

      69 5.1%

      Ara

      132 4.1%

      96 3.4%

      Hebe

      65 10.4%

      59 10.2%

      Others & Cons. Adjustments

      (103) n.a.

      (103) n.a.

      Consolidated EBITDA

      2,480 6.9%

      2,232 6.7%

      The investment programme remained the top priority in capital allocation. In this regard, focus has been on bringing our banners even closer to consumers and, at the same time, implementing the latest equipment and layout standards in existing store networks, enabling us to improve the quality of the assortment and operational efficiency, and enhance the shopping experience. We maintained a demanding pace of expansion throughout 2025, opening in the year 448 new stores and refurbishing 281 locations.

      Within the ambitious investment plan executed during the year, the beginning of Biedronka's internationalisation deserves highlight, with its entry into Slovakia, where we opened 15 stores and a distribution centre.



      In 2025, the investment programme totalled 1.2 billion euros. The increase on the previous year is due mainly to the higher number of store openings in Colombia; investment in Biedronka's store projects, including the deposit return system and the introduction of electronic price tags; the start of investment in two new distribution centres in Poland, one of which automated and expected to open in the coming years; the start of Biedronka's operations in Slovakia; and an increase in production capacity in different areas of

      agribusiness in Portugal. An additional 85 million euros of financial investment were added, channelled mainly to salmon and aquaculture cod operations in Norway.





      Investment programme

      (€ Million)

      Business Area

      Expansion*

      2025

      Others**

      Total

      Biedronka

      229

      376

      604

      Stores

      88

      336

      424

      Logistics & Head Office

      141

      40

      181

      Pingo Doce

      23

      199

      222

      Stores

      23

      179

      203

      Logistics & Head Office

      -

      19

      19

      Recheio

      24

      11

      35

      Ara

      201

      28

      228

      Stores

      156

      23

      179

      Logistics & Head Office

      45

      5

      50

      Total Food Distribution

      476

      613

      1,090

      Hebe

      4

      18

      21

      Services & Others

      77

      8

      86

      Total JM

      558

      639

      1,197

      % of EBITDA

      22.5%

      25.8%

      48.3%

      * New Stores and Distribution Centres

      ** Revampings, Maintenance and Others

      Biedronka executed its expansion as planned and opened 181 new stores in the year (152 net additions), having refurbished 200 locations.

      The e-commerce operation with ultra-fast deliveries (Q-commerce), operating under the Biek brand, closed the year with 28 micro fulfilment centres, five of which opened in 2025.

      In Slovakia, the banner opened its first 15 stores and a distribution centre, marking its entry into a new market.

      Hebe opened 16 new stores in Poland (11 net additions), and another two in Czechia.

      Pingo Doce focused its investment programme on the conversion of its stores to the All About Food concept, reinforcing its differentiation in the offer of fresh food and ready meal solutions. In the year, the banner refurbished 52 stores and opened 9 new locations (8 net additions).

      Recheio prioritised refurbishment of the Évora store - with particular attention paid to the new solutions implemented in the fresh food area - and building a new store in Lisbon, which opened at the beginning of 2026.

      Ara also successfully carried out its expansion programme, closing the year with 1,653 locations, having added 225 new stores (215 net additions), including the stores previously operated by Colsubsidio.

      With regard to the agribusiness area in Portugal, besides Supreme Fruits acquiring the Luís Vicente Group's fruit and vegetable trading operation, reinforcing the Company's commitment to the sector, also noteworthy is the now 40% stake held by the Group in Andfjord Salmon, a Norwegian salmon farming Company, and the 18% stake it recently acquired in Norcod, dedicated to cod farming.

      Despite continued consumer restraint, in the year, and a strong focus on low prices, which fuelled intense competition, the Group's banners managed to protect profitability while maintaining price competitiveness and improving the quality of operations through their investment programmes. Solid sales growth and disciplined cost management contributed to this performance.

      Return on invested capital, calculated on a Pre-Tax ROIC basis, was 20.1% (20.0% in 2024).









    3. Financial strength

      Consolidated Operating Result

      (€ Million)

      2025

      %

      2024

      %

      Δ%

      Net Sales & Services

      35,991

      33,464

      7.6%

      Gross Margin

      7,434

      20.7%

      6,851

      20.5%

      8.5%

      Operating Costs

      (4,955)

      (13.8)%

      (4,619)

      (13.8)%

      7.3%

      EBITDA

      2,480

      6.9%

      2,232

      6.7%

      11.1%

      Depreciation

      (1,142)

      (3.2)%

      (1,043)

      (3.1)%

      9.4%

      EBIT

      1,338

      3.7%

      1,189

      3.6%

      12.6%

      Net Consolidated Result

      (€ Million)

      2025

      %

      2024

      %

      Δ%

      EBIT

      1,338

      3.7%

      1,189

      3.6%

      12.6%

      Net Financial Results

      (322)

      (0.9)%

      (267)

      (0.8)%

      20.5%

      Profit/Losses in Associated Companies

      (2)

      (0.0)%

      (1)

      (0.0)%

      n.a.

      Other Profits/Losses

      (131)

      (0.4)%

      (119)

      (0.4)%

      n.a.

      EBT

      883

      2.5%

      801

      2.4%

      10.1%

      Taxes

      (225)

      (0.6)%

      (195)

      (0.6)%

      15.3%

      Net Profit

      658

      1.8%

      606

      1.8%

      8.5%

      Non Controlling Interest

      (11)

      (0.0)%

      (7)

      (0.0)%

      54.3%

      Net Profit attr. to JM

      646

      1.8%

      599

      1.8%

      7.9%

      EPS (€)

      1.03

      0.95

      7.9%

      EPS without Other Profits/Losses (€)

      1.21

      1.11

      9.3%

      Net Financial Costs amounted to 322 million euros (267 million euros in 2024). The year-on-year increase essentially reflects the implementation of the expansion programme and the resulting impact on interest on capitalised operating leases.

      Other Gains and Losses amounted to -131 million euros, including the initial endowment of 40 million euros for the Jerónimo Martins Foundation, and the write-offs resulting from refurbishments, restructuring costs, and litigation-related provisions. Also included is the payment of 28 million euros in awards to

      recognise the extraordinary efforts of the operational teams who, being the face of our banners, delivered growth in sales volumes in very challenging markets, while improving the productivity of operations.

      The average effective tax rate3 for 2025 was 25.4% (24.3% in 2024). Excluding the positive effect of recognising, in 2024, deferred taxes for the company that operates Hebe stores, as it now has taxable income, the effective tax rate remained unchanged year-on-year.

      Cash Flow in the year, before dividend payments, amounted to 537 million euros. This strong cash generation reflects the solid operating performance of the banners and a normalisation of the funds generated by working capital, after the adjustments recorded in 2024.

      Cash Flow

      (€ Million)

      2025

      2024

      EBITDA

      2,480

      2,232

      Capitalised Operating Leases Payment

      (396)

      (380)

      Interest Payment

      (329)

      (283)

      Other Financial Items

      0

      1

      Income Tax

      (286)

      (280)

      Funds From Operations

      1,469

      1,290

      Capex Payment

      (1,164)

      (1,054)

      Δ Working Capital

      365

      (202)

      Others

      (133)

      (96)

      Cash Flow

      537

      (62)

      The Consolidated Balance Sheet remained strong. The Group's cash position (excluding capitalised operating lease liabilities) at the end of the year was 866 million euros, taking into account the Company's dividend distribution which, in 2025, totalled 371 million euros.

      Balance Sheet

      (€ Million)

      2025

      2024

      Net Goodwill

      649

      639

      Net Fixed Assets

      6,476

      5,891

      Net Rights of Use (RoU)

      3,835

      3,530

      Total Working Capital

      (4,577)

      (4,062)

      Others

      448

      318

      Invested Capital

      6,831

      6,317

      Total Borrowings / Financial leases

      1,238

      1,003

      Financial Leases

      155

      128

      Capitalised Operating Leases

      4,167

      3,790

      Accrued Interest

      10

      25

      Cash and Cash Equivalents

      (2,268)

      (1,882)

      Net Debt

      3,302

      3,064

      Non Controlling Interests

      238

      247

      Share Capital

      629

      629

      Retained Earnings

      2,662

      2,377

      Shareholders Funds

      3,529

      3,253

      ‌3 Effective tax rate determined on the basis of the estimated tax for the year, taking into account the corrections to estimates from previous years and deferred taxes. Gains/Losses in Joint Ventures and Associates are excluded from Profit Before Tax as, under the equity method, these results are already presented net of taxes.

      In line with its financing strategy, whenever possible the Group uses loans in local currency as a natural hedge against the exchange rate risk of investments.

      In order to ensure that its financial strategy is fully aligned with its sustainability agenda, the Group drew up and publicly disclosed its Sustainable Finance Framework in 2024, which served as a framework for a large portion of borrowings in 2025.

      In Portugal, we secured financing through two new commercial paper programmes, both in the form of Sustainability-Linked Commercial Paper, via private placement and direct offering, each for a maximum amount of 50 million euros. A Sustainability-Linked bond loan was also issued, with a maturity of three years and at a fixed rate, in an amount of 50 million euros. These three new loans are indexed to sustainability objectives tied to monitoring and disclosing the social impacts generated by the support initiatives of the Jerónimo Martins Group companies, and the annual waste recovery rate.

      In Poland, we took out a seven-year loan in the amount of 300 million złoty (approximately 71 million euros) with a floating rate, to finance the implementation of a deposit return and recycling system in Biedronka stores.

      In Colombia, and in the first quarter of 2025, we used the last available tranche of 120 million dollars (equivalent to 85 billion Colombian pesos) of the loan obtained in 2024 in the amount of 21 million dollars from the International Finance Corporation (IFC), part of the World Bank. This ESG-linked loan has a maturity of seven years and was taken out to support Ara's expansion with the construction of two distribution centres in the regions of Bogotá and Cali with EDGE-Advanced Green certification. A new commercial paper with a maturity of one year was also issued, in the form of Sustainability-Linked Commercial Paper, for 170 billion Colombian pesos.

      The euro-and złoty-denominated business units, which had significant net cash surpluses, were able to earn interest on these amounts throughout the year through bank deposits and other short-term treasury investments.

      Total Borrowings and Financial Leases Breakdown

      (€ Million)

      2025

      2024

      Long Term Borrowings / Financial leases

      659

      622

      as % of Total

      47.4%

      55.0%

      Average Maturity (years)

      3.9

      3.9

      Total Borrowings / Financial leases

      1,392

      1,131

      Average Maturity (years)

      2.0

      2.3

      % Total Borrowings / Financial leases in euros

      16.6%

      10.2%

      % Total Borrowings / Financial leases in złoty

      24.3%

      20.5%

      % Total Borrowings / Financial leases in Colombian pesos

      59.0%

      69.4%

    4. Jerónimo Martins in the capital markets

The financial markets experienced strong appreciation alongside high volatility throughout 2025, driven by

(i) inflationary pressures linked to changes in international trade relations and the imposition of tariffs, (ii) monetary policy decisions, (iii) geopolitical tensions and (iv) ongoing shifts in investors' risk perceptions.

In the first few months of the year, easing inflation in the world's major economies and cuts to reference rates by central banks supported a more favourable sentiment. However, sharp corrections - particularly in the technology sector - underscored heightened sensitivity to unexpected developments, including advances in artificial intelligence (AI) and concerns about intensified competition.

Throughout the spring and summer, trade tensions intensified as the US announced successive rounds of tariffs, raising fears of a global economic slowdown and placing pressure on both equity and bond

markets. At the same time, geopolitical developments - ranging from conflicts in the Middle East to political uncertainty across several European countries - reinforced risk aversion, prompting investors to shift towards more defensive assets, notably gold and silver, which recorded consecutive all-time highs in the year.

Uncertainty surrounding US trade policy, together with developments in the field of AI, led to more pronounced movements in certain market sectors.

Despite these pressures, several European markets showed resilience, with strong performances in sectors such as banking and raw materials, supported by improved earnings and a gradual recovery in economic sentiment.

In the second half of the year, concerns about US trade policies continued to influence investor behaviour. Even so, certain positive developments - such as the trade agreement reached in July between the US and the European Union - enabled partial recovery, albeit constrained by the need to adjust margins in response to new tariffs on European exports.

In Europe, the ECB's rate cuts and a strong earnings season supported a more positive trend, although it remained subject to fluctuations driven by trade negotiations with the US and key political events, including German elections and government instability in France.

Monetary policy, economic indicators and statements by US President were perceived as a threat to the independence and credibility of the US Federal Reserve, reinforcing the dollar's depreciation, which reached its lowest levels in the past three years.

Amid these developments, the Chinese currency gained prominence, closing 2025 at its highest value since 2023 and breaking the seven-yuan-per-dollar mark. This reflects the weakness of the North American currency throughout the year, with the dollar declining against most major world currencies.

In December, stock markets saw a slight correction, primarily due to the realisation of capital gains following a year of strong performances. This adjustment, however, did not affect the overall positive trend seen in 2025, in an environment shaped by US trade policies, the prolonged partial US Government shutdown, and persistent geopolitical uncertainty.

Europe closed the year with one of its strongest performances in recent years. The STOXX 600 appreciated by around 17%, supported by positive developments in the banking and raw materials sectors, as well as improvements in the economic environment. The UK's main index (FTSE 100) stood out by completing its fifth consecutive year of gains, underpinned by attractive valuations and its role as a diversification alternative to tech-heavy markets.

In general, December reinforced the view that markets had demonstrated the ability to absorb significant shocks over the course of the year. Nonetheless, heightened caution is anticipated at the start of 2026, given the accumulation of structural risks, including potential AI-related corrections, the threat of an economic slowdown, and uncertainty regarding US economic policy.

Share description

Listed Stock Exchange IPO

Share Capital (€)

Nominal Value

Number of Shares Issued Symbol

Euronext Lisbon November 1989

629,293,220

1.00 €

629,293,220

JMT

ISIN

PTJMT0AE0001

Reuters

JMT.LS

Codes

Bloomberg

JMT PL

Sedol

B1Y1SQ7

WKN

878605

The Jerónimo Martins Group's sustainable performance, and its contributions to economic prosperity and social development, have received international recognition with inclusion in more than 180 sustainability indices, including Climate Europe, Europe Sustainable 100, CDP Environment ESG Eurozone, Euronext indices, FTSE4Good Developed and FTSE4Good Europe and several MSCI (Morgan Stanley Capital International) indices, Solactive and STOXX.

In 2025, the Group achieved an important milestone, after being assessed by CDP (Disclosure Insights Action), an independent entity, with the top score (A) as recognition of its good sustainability practices in the programmes Climate Change, Water Security and in managing the commodities most associated with deforestation risk (Forests) - palm oil, paper and timber, beef and soy. It is the first time worldwide that a food retailer has achieved such a distinction (triple A), securing the Group inclusion in an exclusive group of 23 global companies that have achieved the highest rating across all three categories assessed by CDP. In addition, the distinction recognises transparent reporting.

More information about Jerónimo Martins's listing in these and other relevant indices is available on the Sustainability section of our website.

Capital structure

For information on the structure of Jerónimo Martins's share capital, please see Section A - Shareholder Structure of Chapter 4 of this Annual Report.

PSI performance

The Portuguese stock market performed well throughout the year, although sometimes lagging behind the pace seen in Europe. The PSI saw moments of strong volatility - notably in April due to intensification of the "trade war" - alongside periods of recovery and appreciation, benefiting from the appeal of a traditionally defensive and dividend-oriented market.

At the same time, Portugal also continued to consolidate its financial credibility. The main rating agencies maintained a positive outlook, reflected in two upward revisions of the sovereign rating, first by S&P, which raised it to "A", followed by Fitch, which upgraded the rating to "A" with a stable outlook. These decisions highlighted the consistent trajectory in reduction of public debt, the maintenance of budgetary balances, economic resilience, and the strength of exports.

In August, the PSI surpassed the 8,000-point mark for the first time since April 2011 and closed the year well above that level. The index posted year-on-year gains above most European counterparts - the highest increase since 2009 - except for the Polish WIG 20 (+45.3%) and the Spanish IBEX 35 (+49.3%), supported by the relative stability of the national economy and the aforementioned upgrades to Portugal's sovereign rating by the main rating agencies.

As of September, in Euronext's periodic review, the PSI started to include 16 listed companies, with Teixeira Duarte returning to the main Portuguese index.

The performance of the Portuguese market was bolstered by strong appreciation in the banking and construction sectors. The latter, within the PSI, experienced a period of exceptional growth. Approval of the 2026 State Budget, in which the government reaffirmed its commitment to moving forward with previously planned structural projects - including the high-speed railway, the expansion of Lisbon and Porto airports, and the development of port concessions - served as a catalyst for a significant increase in prices.

In December, the PSI index closed at 8,263.65 points, up 29.6% compared to the same period in 2024.

In short, and despite the challenging political environment - with the fall of the government and subsequent snap elections - the Portuguese market showed resilience, reflecting confidence in institutional stability and continuity in macroeconomic policies.

Jerónimo Martins share price performance

The most significant movements in Jerónimo Martins's share price in 2025 reflected, above all, the market's reaction to quarterly results, adjustments to investor expectations on food consumption trends and the impacts of the substantial wage increases, while operating in highly competitive markets, particularly in Poland.

The year closed with a share price of 20.26 euros, representing a 9.8% increase compared to the previous year's closing price.

During 2025, the volume of transactions on Euronext Lisbon was around 172 million shares (19% less than in 2024), corresponding to a daily average of around 676 thousand shares. The average share price was

20.78 euros (up 10.1% year-on-year).











Jerónimo Martins shares represented the equivalent of 8.8% (that is, approximately 4 billion euros) of the total number of shares traded on the PSI.









In terms of market capitalisation, Jerónimo Martins ended the year in third place, with 12.7 billion euros (11.6 billion euros in 2024), and a relative weight of 10.1% in the index (compared to 11.5% in 2024).

The Company is one of the three Portuguese companies listed on the Euronext100 index, slightly decreasing its weight to 0.28% (from 0.32% in 2024).

Analysts

Since August 2025, there have been 25 analysts actively covering Jerónimo Martins shares.

The average target price attributed by these analysts was 25.16 euros, 24.2% above the closing price on 31 December 2025 and 18.7% above that of the previous year.

The evolution of recommendations and price targets issued by the various institutions is available on our website (https://www.jeronimomartins.com/en/investors/jeronimo-martins-shares/equity-analysts/).