Corporate Governance
Part I - Information on Shareholder Structure, Organization and Corporate Governance 3
Section A - Shareholder Structure 3
Subsection I - Capital Structure 3
Subsection II - Shareholdings and Bonds Held 5
Section B - Corporate Bodies and Committees 8
Subsection I - General Meeting 8
Composition of the Presiding Board of the General Meeting 8
Exercising the Right to Vote 8
Subsection II - Management and Supervision (Board of Directors) 10
Composition 10
Functioning 31
Committees within the Board of Directors and Board Delegate 34
Subsection III - Supervision - (Audit Committee) 37
Composition 37
Functioning 39
Powers and Duties 41
Subsection IV - Statutory Auditor 42
Subsection V - External Auditor 42
Section C - Internal Organisation 45
Subsection I - Articles of Association 45
Subsection II - Reporting of Irregularities 45
Subsection III - Internal Control and Risk Management 46
Subsection IV - Investor Assistance 52
Subsection V - Website 54
Section D - Remuneration 56
Subsection I - Power to Establish 56
Subsection II - Remuneration Committee 56
Subsection III - Remuneration Structure 58
Subsection IV - Remuneration Disclosure 68
Subsection V - Agreements with Remuneration Implications 73
Subsection VI - Share Allocation and/or Stock Option Plan 73
Section E - Related Party Transactions 74
Subsection I - Control Mechanisms and Procedures 74
Subsection II - Data on Business Deals 76
Part II - Corporate Governance Assessment 77
Details of the Corporate Governance Code Implemented 77
Analysis of Compliance with the Corporate Governance Code Implemented 77
Other Information 85
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The Capital Structure (Share Capital, Number of Shares, Distribution of Capital by Shareholders, etc.), Including an Indication of Shares That Are Not Admitted to Trading, Different Classes of Shares, Rights and Duties of Same and the Capital Percentage That Each Class Represents (Art. 29.º-H/1/a of the Portuguese Securities Code - PSC)
The Company's share capital is 629,293,220 euros. It is fully subscribed and paid up, and divided into six hundred and twenty-nine million, two hundred and ninety-three thousand, two hundred and twenty shares with a nominal value of one euro each.
All issued shares are ordinary, there are no other categories of shares, and all shares have been admitted to trading on the Euronext Lisbon stock exchange.
The Company's shareholder structure is the following, with reference to 31 December 2025*:
43,9%
56,1%
Soc. Francisco Manuel dos Santos, B.V.
Floating and Own Shares* According to the last communications made by the shareholders with qualifying holdings to Jerónimo Martins, SGPS, S.A. up to the said date, being assumed that the number of shares owned is equivalent to the number of voting rights, unless otherwise disclosed to the issuer. See, point 7.
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Restrictions on the Transfer of Shares, Such as Clauses on Consent for Disposal, or Limits on the Ownership of Shares (Art. 29.º-H/1/b PSC)
Jerónimo Martins' shares are freely transferable and there are no restrictions concerning their tradability.
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Number of Own Shares, the Percentage of Share Capital that it Represents and Corresponding Percentage of Voting Rights that Corresponded to Own Shares (Art. 29.º-H/1/a PSC)
The Company holds 859 thousand shares in its own portfolio, which were acquired in 1999 at an average price of 7.06 euros per share (price adjusted by the restatement of capital). These shares represent 0.14% of the Company's share capital, which would correspond to equal percentage of voting rights.
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Important Agreements to which the Company is a Party and that Come Into Effect, Amend or are Terminated in Cases Such As a Change in the Control of the Company After a Takeover Bid, and the Respective Effects, Except Where Due to their Nature, the Disclosure Thereof Would be Seriously Detrimental to the Company; This Exception Does Not Apply Where the Company is Specifically Required to Disclose Said Information Pursuant to Other Legal Requirements (Art. 29.º-H/1/j PSC)
There are no agreements to which the Company is a party and that come into effect, are amended or terminated in case of a change in the control of the Company after a takeover bid.
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A System That is Subject to the Renewal or Withdrawal of Countermeasures, Particularly Those That Provide for a Restriction on the Number of Votes Capable of Being Held or Exercised by Only One Shareholder Individually or Together With Other Shareholders
No defensive measures are foreseen, nor are they subject to renewal or withdrawal.
Specifically, no defensive measures were adopted that require payments or the assumption of costs by the Company in the event of a change of control or a change in the composition of the Board of Directors and that are likely to impair the free transfer of shares and the free assessment by the shareholders of the performance of the Board members, or that provide for a restriction on the number of votes capable of being held or exercised by only one shareholder individually or together with other shareholders.
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Shareholders' Agreements that the Company is aware of and That May Result in
Restrictions on the Transfer of Securities or Voting Rights (Art. 29.º-H/1/g PSC)
Pursuant to the communication regarding the qualifying holding received by the Company on 2nd January, 2012, the same was informed of a shareholders' agreement concerning the exercise of voting rights, on the following terms:
"It is further informed that, in accordance with the terms of number 2 of article 21, paragraphs b) and c), of the Portuguese Securities Code, Sociedade Francisco Manuel dos Santos, SGPS, S.A.[*] controls Sociedade Francisco Manuel dos Santos B.V., since it may exercise the corresponding voting rights under a Shareholders Agreement.
In accordance with the terms of article 20 of the Portuguese Securities Code, especially paragraph b) of its number 1, under the above mentioned Shareholders Agreement, the corresponding voting rights of the Jerónimo Martins, SGPS, S.A. shares, object of the purchase and sale above mentioned, remain attributed to Sociedade Francisco Manuel dos Santos, SGPS S.A.[*]".
The Company, however, does not know of any restrictions concerning the transfer of securities or voting rights.
* The company name was changed in 2025 to "Sociedade Francisco Manuel dos Santos Holding N.V." and subsequently, to "Sociedade Francisco Manuel dos Santos Holding B.V.".
Subsection II - Shareholdings and Bonds Held -
Details of The Natural or Legal Persons Who, Directly or Indirectly, are Holders of Qualifying Holdings (Art. 29.º-H/1/c & /d PSC) and Art. 16.º PSC) With Details of the Percentage of Capital and Votes Attributed and the Source and Causes of the Attribution
The holders of qualifying holdings, calculated in accordance with the terms of paragraph 1 of Art. 20 PSC, based on the total number of shares under the terms of section b), paragraph 3 of Art. 16 PSC, as at 31st December 2025 are identified in the table below.
List of Qualifying Holdings as at 31st December 2025*
(Pursuant to sub-paragraph c) of paragraph 1 of Art. 29-H PSC)
Shareholder
No. of Shares Held
% Capital
No. of Voting Rights
% of Voting Rights
Sociedade Francisco Manuel dos Santos Holding B.V.
Through Sociedade Francisco Manuel dos Santos, B.V.
353,260,814
56.14%
353,260,814
56.14%
* Source: Last communications made by the shareholders with qualifying holdings to Jerónimo Martins, SGPS, S.A. up to the said date.
The reason for attributing the qualified holding to Sociedade Francisco Manuel dos Santos Holding B.V. is mentioned in point 6.
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A List of the Number of Shares and Bonds Held by Members of the Management and Supervisory Boards
(Pursuant to paragraph 5 of Art. 447 of the Commercial Companies Code - CCC)
The Board of Directors
Members of the Board of Directors
Held on
31.12.24
Increases during
the year
Decreases
during the year
Held on
31.12.25
Shares
Bonds
Shares
Bonds
Shares
Bonds
Shares
Bonds
Pedro Manuel de Castro Soares dos Santos
Belongingto company in which is a Director (sec. d), § 2 of Art. 447 CCC)1
274,805
-
-
-
-
-
274,805
-
353,260,814
353,260,814
Agnieszka Słomka-Gołębiowska 2
-
-
-
-
-
-
-
-
António Domingues 2
-
-
-
-
-
-
-
-
Elizabeth Ann Bastoni
-
-
-
-
-
-
-
-
Fábio Villegas Ramírez 2
-
-
-
-
-
-
-
-
Francisco Sá Carneiro 2
-
-
-
-
-
-
-
-
João Vale de Almeida 2
-
-
-
-
-
-
-
-
José Manuel da Silveira e Castro Soares dos Santos
Belongingto company in which is a Director (sec. d), § 2 of Art. 447 CCC)1
20,509
-
-
-
-
-
20,509
-
353,260,814
-
-
-
-
-
353,260,814
-
María Ángela Holguín Cuéllar
-
-
-
-
-
-
-
-
Nigyar Makhmudova 2
-
-
-
-
-
-
-
-
Sérgio Tavares Rebelo
-
-
-
-
-
-
-
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Directors who ceased duties on 24th April 2025:
Andrzej Szlęzak
-
-
-
-
-
-
-
-
António Pedro de Carvalho Viana-Baptista
-
-
-
-
-
-
-
-
Artur Stefan Kirsten
Belongingto company in which is a Director (sec. d), § 2 of Art. 447 CCC)1
-
-
-
-
-
-
-
-
353,260,814
-
-
-
-
-
353,260,814
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Clara Christina Streit
1,800
-
-
-
-
-
n.a.
-
Francisco Manuel Seixas da Costa
-
-
-
-
-
-
-
-
Natalia Anna Olynec
-
-
-
-
-
-
-
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1 Sociedade Francisco Manuel dos Santos, B.V.; See point 20.
2 Beginning of the term of office as Director on 24th April 2025.
Statutory Auditor
As at 31st December 2025, the Statutory Auditor, PricewaterhouseCoopers & Associados, SROC, Lda., confirmed not holding any shares or bonds of Jerónimo Martins, SGPS, S.A. and not having made any transactions, during 2025, with Jerónimo Martins, SGPS, S.A. securities.
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Special Powers of the Board of Directors, especially as Regards Resolutions on the Capital Increase (Art. 29.º-H/1/i) PSC) With an Indication as to the Allocation Date, Time Period Within Which Said Powers May Be Carried Out, the Upper Ceiling for the Capital Increase the Amount Already Issued Pursuant to the Allocation of Powers and Mode of Implementing the Powers Assigned
Any capital increase is subject to prior deliberation by the General Shareholders' Meeting.
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Information on Any Significant Business Relationships between the Holders of Qualifying Holdings and the Company
There are no significant business relationships between holders of Qualifying Holdings and the Company.
On the other hand, pursuant to the policy that has been followed by the Company in this area, no business was carried out by the Company with the owners of Qualifying Holdings or entities in any type of relationship with the owners of such holdings, outside of normal market conditions.
Section B - Corporate Bodies and Committees Subsection I - General Meeting- Composition of the Presiding Board of the General Meeting
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Details and Position of the Members of the Presiding Board of the General Meeting and Respective Term of Office (Beginning and End)
Luis Miguel Reis Sobral and Nuno de Deus Pinheiro were in office as Chairman and Secretary of the
General Shareholders' Meeting, respectively, until 24th April, 2025.
On 24th April, 2025, Luis Miguel Reis Sobral and Marta Leitão were appointed as Chairman and Secretary
of the General Shareholders' Meeting, respectively, for the term 2025-2027.
- Exercising the Right to Vote
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Any Restrictions on the Right to Vote, Such as Restrictions on Voting Rights Subject to Holding a Number or Percentage of Shares, Deadlines for Exercising Voting Rights, or Systems Whereby the Financial Rights Attaching to Securities are Separated from the Holding of Securities (Art. 29.º-H/1/f PSC)
The Company and its Board of Directors particularly value the principles of free transferability of shares and assessment by shareholders of the performance of members of the Board of Directors.
As such Art. 24 of the Articles of Association of the Company establishes the rule that each share has the right to one vote.
Accordingly, the Company has not established mechanisms intended to cause mismatching between the right to receive dividends or the subscription of new securities and the voting right of each ordinary share, inter alia, no special rights for shareholders or restraints on the exercise of voting rights are provided for in the Company's Articles of Association, nor is there any special rule in the Articles of Association regarding systems whereby the financial rights attached to securities are separated from the holding of securities.
Attending the Shareholders' Meeting is not subject to holding a minimum number of shares.
According to Art. 26 of the Articles of Association of the Company, the Shareholders' Meeting may take place upon the first convocation, as long as more than 50% of the Company's capital is present or represented.
Participation in the General Shareholders' Meeting
Under the provisions of the Portuguese Securities Code and Art. 23 of the Articles of Association, the shareholders that meet the following conditions can participate and vote at the General Meeting:
On the Record Date, corresponding to 00:00 (GMT) of the fifth trading day prior to the General
Shareholder's Meeting, they held shares of the Company entitling them to at least one vote;
By the end of the day prior to the day of the Record Date, they had stated in writing, to the respective financial intermediary, their intention to participate in the meeting;
By the end of the day of the Record Date, the respective financial intermediary has sent to the Chairman of the General Shareholder's Meeting information on the number of shares registered under that shareholder's name on the Record Date.
Remote Participation in the General Shareholders' Meeting
The Company implemented adequate means for the remote participation by its shareholders in the General Meeting. In 2025 a General Meeting of the Company took place, in which shareholders could
participate in person or, if they so wished, by telematic means, under the provisions of sub-paragraph b) of paragraph 6 of Art. 377 CCC.
Shareholders who declared they wanted to participate in the General Meeting by telematic means had to indicate an email address, to which the Company sent the link to the telematic session at stake, and an individual shareholder participation code, which served to complement the respective identification at the beginning of the meeting.
Postal Vote
According to paragraph three of Art. 25 of the Articles of Association, postal votes are allowed. Pursuant to the Articles of Association, postal votes count for the formation of a constitutive quorum for the General Shareholders' Meeting, and it is the responsibility of the Chairman of the Board of the General Shareholders' Meeting or his substitute to verify their authenticity and full compliance with the procedures, as well as to assure confidentiality when a vote is submitted. In the event that a shareholder or a shareholder's representative is present at the General Shareholders' Meeting, the postal vote that was issued is revoked.
Postal votes count as negative votes in relation to deliberative proposals presented subsequent to the date on which those votes were issued.
The Company has provided a form to exercise the right to vote by post on its web page.
As the Company's Articles of Association do not state anything on this matter, the Company has established a deadline of 48 hours prior to the General Shareholders' Meeting for receipt of postal votes, thus complying with and, to a certain extent, exceeding the recommendations of the CMVM on this matter.
Vote by Electronic Means
The Company, also recognising that using computerised means encourages shareholders to exercise their right to vote, has adopted, since 2006, adequate mechanisms so that they may vote electronically in General Shareholders' Meetings, having proceeded in 2020 to some changes in the procedures that, for this purpose, it had been implementing, such procedures having been disclosed ever since in the notices issued and on its institutional website.
Thus, shareholders who wished to exercise their right to vote electronically at the 2025 General Meeting had to express it, in due time, to the Chairman of the Board of the General Shareholders' Meeting, through the email address assembleiageral@jeronimo-martins.com. In that expression of interest, shareholders had to indicate an email address to which, subsequently, an identifier code was sent, to be used in the electronic mail message by which the shareholder exercised its right to vote.
Election of Members of Corporate Bodies
The notice dated 20 March, 2025 for the Company's General Meeting, held on April 24, 2025, in which the members of the Company's bodies were elected for the 2025-2027 term, shareholders were urged to, in the construction of proposals for the new term of office of the governing bodies, contribute to a better performance of such bodies and to the balance of its composition, taking into account, namely, criteria of competence, independence, integrity, availability, and experience. Shareholders were also urged to consider diversity requirements, with particular attention to gender diversity, as legally required. It was further referred that the proposals presented should be substantiated as to the suitability of the profiles, knowledge and curricula to the function(s) to be performed by each candidate.
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Details of the Maximum Percentage of Voting Rights That May Be Exercised by a Single Shareholder or By Shareholders That Are In Any Relationship As Set Out In Art. 20/1 PSC
The Company has not established rules stating that voting rights over a certain number are not counted, when issued by a single shareholder or shareholders related to it.
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Details of Shareholders' Resolutions That, Imposed By The Articles Of Association, May Only Be Taken With a Qualified Majority, In Addition To Those Legally Provided, and Details of Said Majority
There is no special rule in the Articles of Association regarding deliberative quorums.
Subsection II - Management and Supervision (Board of Directors)- Composition
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Details of Corporate Governance Model Adopted
The Company has adopted the Anglo-Saxon governance model which corresponds to the option foreseen in subparagraph b) of Art. 278 CCC. According to this model the management and supervision of the Company are organized through a Board of Directors, which includes the Audit Committee, and a Statutory Auditor.
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Articles of Association Rules on the Procedural Requirements Governing the Appointment and Replacement of Members of the Board of Directors (Art. 29-H/1/h PSC). Diversity Policy.
Art. 1 of the Regulations of the Company's Board of Directors foresees that the composition of this body will be decided in the General Shareholders' Meeting pursuant to the terms indicated in paragraph one of Art. 12 of the Articles of Association, and that it will be presided over by the respective Chairman, chosen by the General Shareholders' Meeting.
Paragraph number three of Art. 9 of the same Regulations prescribes that in the event of death, resignation or impediment, whether temporary or definitive, of any of its members, the Board of Directors will agree on a substitute. If the appointment does not occur within 60 days of the absence of the Director, the Audit Committee will be responsible for appointing the substitute.
As referred in point 12, the Company promotes that the proposals to be submitted by shareholders for the new term of office of the governing bodies, are substantiated as to the suitability of the profiles, knowledge and curricula to the function(s) to be performed by each candidate.
Under the terms of Art. 289, no. 1, d) CCC, the proposals for the appointment of members of the Board of Directors (as well as other corporate bodies) have made reference to the professional qualifications and professional activity, in the last five years, of the individuals proposed by the Company's shareholders for appointment. Such elements were sufficient justification in regard to the suitability of the profile, the skills and the curriculum vitae to the duties to be carried out.
Diversity Policy
In Portuguese company law the shareholders have exclusive competence to appoint the members of management and supervision bodies of companies.
Hence, considering that the shareholders are not to be confused with the Company, it is not possible for the latter to define or enforce a diversity policy as is foreseen in Art. 29-H, no. 1, q) of the Portuguese Securities Code.
Notwithstanding the above, as referred in point 12., the Company continued to urge its shareholders in the notice dated March 20, 2025 for the Company's General Meeting, held on April 24, 2025, to, in the construction of proposals to be presented for new terms of office of the governing bodies, consider diversity requirements, with particular attention to gender diversity, as legally required, and also to contribute to a better performance of such bodies and to the balance of its composition, taking also into account, namely, criteria such as competence, independence, integrity, availability, and experience.
On the other hand, it can be concluded that in selecting the members of management and supervision bodies of the Company (respectively, Board of Directors and Audit Committee), the shareholders have been taking into account diversity criteria that seek to combine the individual attributes of each of the members, such as independence, integrity, experience and competence, with the specific characteristics of the Company, e.g., its governance model, its dimension, its shareholder structure and its business model.
It can be continued to be said that, in the current structure of the Board of Directors and of the Audit Committee, the shareholders have maintained the safeguard of gender diversity, age diversity, qualification diversity and the diversity of professional experience, as can be seen in point 1.3.1. of Chapter 1, and in points 17 to 19, and 26 of Chapter 4 of this Report.
In this regard, it is also important to mention the Plan for Equality between Women and Men (2025-2026), disclosed by the Company and which can be consulted on the respective website, where are stated, namely, the goals to be achieved by the Company, the specific measures to be implemented, who is responsible for its implementation, and which indicators shall be used to measure the achievement of such goals.
Therefore, the Company considers to have adopted the said diversity criteria and requisites through its enunciation in the notice dated March 20, 2025 for the Company's General Meeting held on April 24, 2025, as well as through the approval by the Board of Directors and its shareholders of the Corporate Governance Report, where these criteria are also set out.
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Composition of the Board of Directors, With Details of the Articles of Association's Minimum and Maximum Number of Members, Duration of Term of Office, Number of Effective Members, Date When First Appointed and End of the Term of Office of Each Member
According to the Articles of Associations, the Board of Directors is comprised of a minimum of seven and a maximum of eleven members, elected by the General Shareholders' Meeting for three-year terms. During 2025, the Board of Directors had the composition indicated below, being currently composed of eleven effective members, who were elected at the General Meeting held on 24th April 2025 for the term of office 2025-2027:
Pedro Manuel de Castro Soares dos Santos
Chairman of the Board of Directors since 18 December 2013
CEO
First appointment on 31st March 1995
Expiry of the term of office on 31st December 2027
Agnieszka Słomka-Gołębiowska
Independent Non-executive director
First appointment on 24th April 2025
Expiry of the term of office on 31st December 2027
António Domingues
Independent Non-executive director
First appointment on 24th April 2025
Expiry of the term of office on 31st December 2027
Elizabeth Ann Bastoni
Independent Non-executive director
First appointment on 11th April 2019
Expiry of the term of office on 31st December 2027
Fábio Villegas Ramirez
Independent Non-executive director
First appointment on 24th April 2025
Expiry of the term of office on 31st December 2027
Francisco Sá Carneiro
Non-executive director
First appointment on 24th April 2025
Expiry of the term of office on 31st December 2027
João Vale de Almeida
Independent Non-executive director
First appointment on 24th April 2025
Expiry of the term of office on 31st December 2027
José Manuel da Silveira e Castro Soares dos Santos
Non-executive director, appointed by Sociedade Francisco Manuel dos Santos, B.V., under the terms of n.o 4 of art. 390 CCC
First appointment on 31st March 1995 (expiry of term of office on 29th June 2001)
New appointment on 15th April 2004 (expiry of term of office on 9th April 2015)
Expiry of term of office on 31st December 2024
María Ángela Holguín Cuéllar
Independent Non-executive director
First appointment on 11th April 2019
Expiry of the term of office on 31st December 2027
Nigyar Makhmudova
Independent Non-executive director
First appointment on 24th April 2025
Expiry of the term of office on 31st December 2027
Sérgio Tavares Rebelo
Non-executive director
First appointment on 10th April 2013
Expiry of the term of office on 31st December 2027
***
In the 2025 financial year, the following members of the Board of Directors ceased to serve:
Andrzej Szlęzak
Non-executive director
First appointment on 10th April 2013
Expiry of the term of office on 31st December 2024. In office until 24th April 2025
António Pedro de Carvalho Viana-Baptista
Non-executive director
First appointment on 9th April 2010
Expiry of the term of office on 31st December 2024. In office until 24th April 2025
Artur Stefan Kirsten
Non-executive director
First appointment on 9th April 2010 (term of office expired in February 2011)
New appointment on 9th April 2015
Expiry of the term of office on 31st December 2024. In office until 24th April 2025
Clara Christina Streit
Independent Non-executive director
First appointment on 9th April 2015
Expiry of the term of office on 31st December 2024. In office until 24th April 2025
Francisco Manuel Seixas da Costa
Independent Non-executive director
First appointment on 10th April 2013
Expiry of the term of office on 31st December 2024. In office until 24th April 2025
Natalia Anna Olynec
Independent Non-executive director
First appointment on 21st April 2022
Expiry of the term of office on 31st December 2024. In office until 24th April 2025
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Distinction to be Drawn Between Executive and Non-Executive Directors And, as Regards Non-Executive Members, Details of Members that May Be Considered Independent
The Company seeks a balance in the composition of the Board of Directors through the integration of Non-executive directors and independent directors alongside the Executive Director, in the scope of a delegation of duties, the respective discrimination of which being referred in point 17, above. The distinctive criterium used by the Company coincides with that of the EU Commission's Recommendation 2005/162/EC, of 15th February 2005, being considered as Executive Director any member who is engaged in the daily management of the Company and, a contrario sensu, Non-Executive Directors are those who are not engaged in the daily management.
The Board of Directors is therefore composed of Non-executive Directors, in particular independent Directors who possess a wide range of technical skills, contact networks and connections with national and international bodies, who therefore enrich and optimise the Company's management in terms of creating value and ensuring adequate protection of the interests of all its shareholders and other stakeholders, thereby ensuring effective monitoring, supervision and assessment of the activity of the remaining members of the Board of Directors.
As referred in point 17., the number of Non-executive Directors of the Company is currently 10, which the Company considers suitable considering the terms under which, as described in point 21. below, the delegation of powers is made in favor of the Chief Executive Officer, the implementation of a support structure for him, and the establishment of a Mechanism for Coordinating the Activities of Non-Executive Directors, which allow to efficiently ensure the functions that are attributed to them, taking into account the size of the Company and the risks inherent to its activity.
In accordance with the principles by which the Company is run, although all Board members are accountable to all shareholders equally, the independence of the Board of Directors in relation to the shareholders is further reinforced by the existence of independent Board members.
Pursuant to the 2018 IPCG's Corporate Governance Code (2018 revised in 2023), hereafter referred to as "2023 IPCG's Recommendations", considering the provision of recommendation IV.2.4, which establishes the independence criteria to be used in the evaluation made by the Board of Directors, qualify as independent Directors:
until 24th April, 2025: Clara Christina Streit, Elizabeth Ann Bastoni, Francisco Seixas da Costa, María Ángela Holguín Cuéllar, Natalia Anna Olynec and Sérgio Tavares Rebelo;
since 24th April, 2025: Agnieszka Słomka-Gołębiowska, António Domingues, Elizabeth Ann Bastoni, Fabio Villegas Ramirez, João Vale de Almeida, María Ángela Holguín Cuéllar, and Nigyar Makhmudova.
António Domingues, Clara Christina Streit (until 24th April, 2025), Elizabeth Ann Bastoni and Sérgio Tavares Rebelo are also members of the Audit Committee, being subject further to the independence criteria indicated in paragraph 5 of Art. 414 CCC. According to these criteria Director Sérgio Rebelo cannot be regarded as independent either. Each of the members of the Audit Committee also complies with the rules of incompatibility laid down in paragraph 1 of Art. 414-A CCC, except that provided for in subparagraph b).
Being the number of independent directors of six (until 24th April, 2025), and seven (since 24th April, 2025), in accordance to the criteria above mentioned, out of a total of eleven Directors, the Company complied in 2025 with recommendation IV.2.4. (2023 IPCG's Recommendations).
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Professional Qualifications and Other Relevant Curricular Information of Each Member of the Board of Directors
Pedro Soares dos Santos is a Portuguese national, and joined the Operating Division of Pingo Doce in 1983. In 1985, he joined the Sales and Marketing department of Iglo/Unilever, and five years later, assumed the post of Assistant Director of Recheio Operations. In 1995, he was named General Manager of the latter Company. Between 1999 and 2000 he accepted responsibility for operations in Poland and in Brazil. In 2001 he also assumed responsibility for the operations area for Food Distribution in Portugal. He has been a Director of Jerónimo Martins, SGPS, S.A. since 31st March 1995, and has been Chief Executive Officer since 9th April 2010 and Chairman of the Board of Directors of the Company since 18th December 2013.
Agnieszka Słomka-Gołębiowska is a Polish national and has a PhD in Economics from the Warsaw School of Economics and a Master's degree in International Business from the Copenhagen Business School. She is a professor at the Warsaw School of Economics and at the IE University.
She has extensive consulting experience, having worked at Accenture and Arthur Andersen. She chairs the Board of Directors of mBank and serves on Supervisory Boards of CD PROJEKT, PTE PZU, and Grupa Pracuj. A corporate governance expert, she is an advisor to the EU Platform on Sustainable Finance and to the Sustainable Investment Forum Poland (POLSIF), is a mentor at the Hertie School and a Vital Voices global ambassador. She was named Corporate Governance Personality of the Year 2019 in Poland by Konferencja Rada Nadzorcza (Supervisory Board Conference). She is a Non-executive Director of the Company since 24th April 2025.
António Domingues is a Portuguese national with more than 40 years of experience in banking, risk management and corporate governance. He holds a degree in Economics from ISEG and began his career in the Portuguese public sector before working in Macau and later at Banco de Portugal, the Portuguese central bank. He joined BPI in 1989, where he worked for almost three decades, including as Deputy CEO and CFO. In 2016, he was appointed Chairman and CEO of Caixa Geral de Depósitos. He has held board positions in leading institutions such as Allianz Portugal, SIBS, Unicre and NOS. He currently sits on the Boards of Directors of Haitong Investment Bank, Banco CTT and UniCredit SpA, where he is Chairman of the Remuneration Committee and a member of the Nomination Committee. He is a Non-executive Director of the Company since 24th April 2025.
Elizabeth Ann Bastoni is an American national and holds a BA degree with a concentration in Accounting from Providence College and a degree in French civilization studies from the Sorbonne University in Paris. She started her career in Paris with KPMG in 1989 in the International Tax Practice where she served in various roles, including senior manager of Business Development. From 1998 to 2000, she served as Director of Global Compensation, Benefits and Expatriate Programs for Lyonnaise des Eaux worldwide. Prior to joining The Coca-Cola Company in 2005, she held senior human resources positions with the Paris-based Thales Group. She joined Carlson from The Coca-Cola Company where she served as Chief Human Resources and Communications Officer. She served as Director of Carlson Wagonlit Travel and as a Director of The Rezidor Hotel Group, President of Bastoni Consulting Group LLC, Director of Société BIC and Chair of the Board of Directors and of the Remuneration and Nomination Committee of Limeade Inc. Currently, she is Director of Euroapi, S.A., of CNH Industrial, Coca Cola HBC A.G. and Qorium B.V.. She Chaired the Remuneration Committee of the Jerónimo Martins Group between 2016 and 2018. She is a Non-executive Director of the Company since 11th April 2019.
Fabio Villegas Ramírez is a Colombian national, who holds a degree in Economics from the Jorge Tadeo Lozano University and a Masters from the London School of Economics. He has served as Chief of Staff to the President of Colombia, Minister of the Interior, and held executive roles at Deutsche Bank and the Rothschild Group. From 2005 to 2016, he was CEO of Avianca, leading its modernisation and listing on the New York Stock Exchange. Since 2016, he has been President of the Decameron Organization, a hotel chain in Latin America and the Caribbean. He is currently on the Board of Directors of Carvajal S.A., an industrial conglomerate focused on packaging, paper, and technology services. He is a Non-executive Director of the Company since 24th April 2025.
Francisco Sá Carneiro is a Portuguese national: He possesses over 35 years of experience in corporate law, M&A, capital markets, banking and finance. He holds a law degree from the Lisbon Law School of the Catholic University of Lisbon.
He was a founding partner at Vasconcelos, F. Sá Carneiro, Fontes & Associados and co-founder of Campos Ferreira Sá Carneiro & Associados. He joined Vieira de Almeida in 2022 as a partner in the Corporate and M&A practice. He is currently a member of the Boards of Directors of Sociedade Francisco Manuel dos Santos B.V., Arica - Investimentos, Participações e Gestão, S.A. and Sociedade Francisco Manuel dos Santos II, S.A., and a manager of Alnilam - Sociedade Imobiliária Lda. He is a Non-executive Director of the Company since 24th April 2025.
João Vale de Almeida is a Portuguese national, and is a diplomat. He holds a degree in History from the University of Lisbon. Over his 40-year career, he served in various high-profile roles within the European Commission, including Director-General for External Relations and Chief of Staff to President José Manuel Durão Barroso. He was the EU Ambassador to the US, the UN and the UK. After retiring, he was invited to teach at Columbia University and at the University of Cambridge. Currently, he is a member of the Board of Trustees of the Oceano Azul Foundation, Chairman of ODI Europe, and a member of the Strategic Council of the European Policy Center. He is an active participant in debates on international relations and European affairs. He is a Non-executive Director of the Company since 24th April 2025.
José Soares dos Santos is a Portuguese national, has a degree in Marine Biology from Lisbon Classic University, in 1986, with executive education at IMD (1995) and Harvard (1997), and alumni Member of Stanford (2000). Member of the Board of Directors of Sociedade Francisco Manuel dos Santos Holding N.V., since 2001. Executive President of Sociedade Francisco Manuel dos Santos B.V. since its establishment. Member of the Board of Directors of Jerónimo Martins SGPS, S.A., from 1995 to 2001 and from 2004 to 2015. Since 1995, he has been Chairman of Unilever Fima, Lda., Gallo Worldwide, Lda. and JMDB Representação e Distribuição de Marcas Lda.. Executive Board Member and Trustee of Fundação Francisco Manuel dos Santos, since 2009. Since September 2015, he has been Chairman of Oceanário de Lisboa, S.A. and, since December 2016, Chairman of the Board of Trustees and the Board of Directors of the Oceano Azul Foundation. Chairman of Movendo Capital B.V., since 2017. He has been a Non-executive Director of the Company, appointed by Sociedade Francisco Manuel dos Santos, since 11th April 2019.
María Ángela Holguín Cuéllar is a Colombian national, has a degree in Political Sciences from Universidad de los Andes. She also holds a specialization in Public Administration at the Andes University, and a specialization in Diplomacy and Strategy from the Centre d' Études Diplomatiques et Stratégie. With over two decades of public and private sector experience, she held high positions in the Colombian government, including at the Office of the President of Republic, at the Ministry of Foreign Affairs, and at the Office of the Attorney General of the Nation. As part of her broad professional experience in the diplomatic field, María Ángela Holguín Cuellár has held, among others, the positions of Minister of Foreign Affairs of Colombia (2010-2018) and Deputy Minister (1998), Ambassador and Permanent Representative of the Colombian Mission to the United Nations (2004-2006) and Ambassador of Colombia to Venezuela (2002-2004). She was also Regional Director for Latin America of the Worldview International Foundation (2000-2002) and Representative in Argentina of the CAF Development Bank of Latin America (2008-2010). In addition, she was Coordinator for Colombia of the IADB Assembly and Inter-American Investment Corporation (1997), and Executive Director of the Latin American and Caribbean Regional Conference on Early Childhood (1997). She is a Non-executive Director of Hoteles Estelar S.A., of Gases del Pacifico S.A.C., of Gases del Norte del Perú S.A.C., of Procafecol S.A., and of TESICOL - Tejidos Sintéticos de Colombia S.A. She is a Non-executive Director of the Company since 11th April 2019.
Nigyar Makhmudova is a British national with global leadership experience in the consumer goods and retail sectors. She holds an MSc in Biochemistry from Moscow State University and has studied at top institutions including Harvard and IMD. Formerly Chief Growth Officer at Danone, she also held senior executive roles at MARS Petcare, including Global CEO of Pet Nutrition, and served on the board of Jungbunzlauer, a Swiss company that is a global leader in the biotechnology of biodegradable ingredients. She currently serves on the boards of directors of ISDIN and C&A. She is also a member of the Audit and Remuneration Committees at C&A. She is also a member of the European Advisory Board at the Ehrenberg-Bass Institute for Marketing Science. A strong advocate of inclusion and talent development, she mentors emerging leaders and is recognised for her strategic insights on business transformation and innovation. She is a Non-executive Director of the Company since 24th April 2025.
Sérgio Tavares Rebelo is a Portuguese national, has a degree in Economics from Universidade Católica Portuguesa. He also has a M.Sc. in Operations Research from Instituto Superior Técnico of Lisbon, as well as a M.A. and a Ph.D. in Economics from University of Rochester. He began his academic career as an
instructor at Universidade Católica Portuguesa, in 1981. In 1988, he joined Northwestern University as Assistant Professor of Finance and became Associated Professor of Finance, in 1991. Between 1992 and 1997, he was Associated Professor of the Department of Economics of the University of Rochester and, since 1997, he has been Tokai Bank Distinguished Professor of International Finance, in Kellogg School of Management, of Northwestern University. Since 1982, he has published numerous articles and books on economics and finance. He has been a Member of the Advisory Council to the Global Markets Institute at Goldman Sachs, since April 2012, and was appointed Non-executive Director of Integrated DNA Technologies, from 2015 to 2018. He was Chairman of the Company's Audit Committee between 2016 and 2022. He has been a Non-executive Director of the Company, since 10th April 2013.
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Andrzej Szlęzak is a Polish national and has a Master degree in English philology and in law from Adam Mickiewicz University in Poznan, Poland. In 1981, he passed the judicial exam and in 1994, he was admitted to the Chamber of Legal Advisors (Poznan Chapter). In 1979, he started his academic career at said university where he was awarded his doctorate and post-doctorate degrees in Law ("Habilitated Doctor") in 1985 and in 1992, respectively. In 1994, he was awarded a professorship at Adam Mickiewicz University (Law School), which he held until 1996. At present, he is a professor at Warsaw School of Social Sciences and Humanities. In 1991, he joined the law firm of Soltysinski, Kawecki & Szlęzak (SK&S) where he became Partner in 1993 and Senior Partner in 1996. During his practice at SK&S he has provided legal advice in numerous privatization and restructuring transactions in many sectors of Polish economy (mostly in M&A, corporate and greenfield projects). Since 1999, he has been an arbitrator of the Arbitration Court at the Polish Chamber of Commerce (KIG) in Warsaw, being at the moment Deputy Chairman of the Arbitration Board of this Court. He has also been appointed an arbitrator in several proceedings (national and international) before the ICC International Court of Arbitration in Paris and in ad hoc proceedings conducted according to the UNCITRAL Arbitration Rules. He is also the author of several publications, including foreign-language publications, in the fields of civil, commercial and arbitration law. He was a Non-executive Director of the Company from 10th April 2013 to 24th April 2025.
António Viana-Baptista is a Portuguese national, holds a Degree in Economics from Universidade Católica Portuguesa (1980), has a postgraduate diploma in European Economics from Universidade Católica Portuguesa (1981) and an MBA from INSEAD (Fontainebleau, 1983). Between 1985 and 1991, he was Principal Partner of Mckinsey & Co. in the Madrid and Lisbon offices. He held the post of Director in the Banco Português de Investimento, between 1991 and 1998. From 1998 to 2002, he was Chairman and CEO of Telefónica International. From 2002 to 2006 he was Chairman and CEO of Telefónica Móviles S.A. From 2006 to 2008, he was Chairman and CEO of Telefónica España. Between 2000 and 2008, he was a Non-executive Director of the Board of Directors of Portugal Telecom. He was CEO of Crédit Suisse AG for Spain and Portugal, from 2011 to 2016, acting currently as a consultant of that company. Between 2018 and 2022 he was a Non-executive Director of Atento, S.A.. He is a Non-executive Director of Semapa, SGPS, S.A. and of Azora Capital, S.L., and is also Director of Alter Venture Partners G.P., SARL. He was a member of the Audit Committee of the Company during the terms 2010-2012, and 2013-2015. He was a Non-executive Director of the Company from 9th April 2010 to 24th April 2025.
Artur Stefan Kirsten is a German national and took his master degree in Business Economics and Informatics, from 1981 to 1986, at the FernUniversität Hagen and Georg-August-Universität Göttingen. In 1991, he has taken his Doctorate Degree followed later by the Stanford Executive Program with the Graduate School of Business of Stanford University in California. Since 1995 he has been teaching at different universities in Germany and abroad. Dr. Kirsten has been appointed to a professorship with the Westfaelische University in Gelsenkirchen since 2001. He served as Chief Financial Officer of Vonovia SE (former "Deutsche Annington SE") between 2011 and 2018, where he was a member of the Management Board since 1st January 2011. Currently he has various non-executive directorships and is a Co-Founder of Monarch, a British/German specialized service company. He was Member of the Board of Directors of the Company, from April 2010 to February 2011, and he is currently a Board member at Sociedade Francisco Manuel dos Santos BV. His previous positions were as Chief Executive Officer (CEO) of Majid Al Futtaiim Group LLC, a real estate development company focusing mainly on property, retail and ventures in the Emirates, Chief Financial Officer (CFO) of Metro AG and ThyssenKrupp AG in Germany, and Chairman of the Supervisory Board of Vonovia Finance B.V.. He was a Non-executive Director of the Company, from 9th April 2015 to 24th April 2025.
Clara Christina Streit is both a US and German citizen and holds a master's degree in Business Administration from the University of St. Gallen, Switzerland. She serves as an independent Non-executive Director of several European corporations. She began her career as a Consultant at McKinsey & Company where she retired as Senior Partner in 2012, after more than 20 years of experience as an advisor to financial institutions. From 2011 to 2024 she served as a Director and member of the Nomination and Compensation Committee of Vontobel Holding AG. Since 2013, she has been a member of the Supervisory Board of the German property company Vonovia SE (former "Deutsche Annington SE"). From May 2015 to April 2018, she was a Member of the Board of Directors and of the Internal Controls & Risks and Corporate Governance, HR & Nomination Committees at Unicredit S.p.A, Milan. In NN Group, NV, she was appointed, in 2017, as member of the Supervisory Board (until 2022), and of the Risk Committee and the Nomination and Corporate Governance Committee (until 2021) and became a member, in 2021, of the Remuneration Committee. In 2019, she was appointed Member of the Supervisory Board of Deutsche Börse AG, currently serving on the Nomination Committee. She currently is Chairman of the Company's Audit Committee. She was a Non-executive Director of the Company, from 9th April 2015 to 24th April 2025.
Francisco Seixas da Costa is a Portuguese national, has a degree in Political and Social Sciences from the Universidade Técnica of Lisbon. He started his diplomatic career in 1975 as a diplomat in the Portuguese Ministry of Foreign Affairs. Between 1995 and 2001, he was Secretary of State for European Affairs, where he had several official functions, amongst others, Portuguese chief negotiator of the EU Amsterdam treaty, from 1995 to 1997, Portuguese coordinator for the negotiation of the EU financial framework, from 1997 to 1999, and President of the Council of Ministers of the EU Internal Market in 2000. From 2001 until 2002, he was Ambassador, Permanent Representative to the United Nations, in New York, and, from 2002 until 2004, he was Ambassador, Permanent Representative to the Organization for Security and Cooperation in Europe (OSCE), in Vienna. Between 2004 and 2008, he was Ambassador to Brazil, in Brasília, and, between 2009 and 2013, he was Ambassador to France and Permanent Representative to UNESCO (since 2012), in Paris. He was a member of the Consultative Council of Fundação Calouste Gulbenkian and member of the Strategic Consultative Council of Mota-Engil, SGPS, S.A.. Since 2014, he is a professor in Universidade Autónoma de Lisboa. In April 2016, he was appointed Director and member of the Nominations and Remunerations Committee of EDP Renováveis and, on 2017 he was appointed Member of the Independent General Council of RTP - Rádio e Televisão de Portugal, S.A.. He is a Director of Mota-Engil, SGPS, S.A., Chairman of the Fiscal Council of Tabaqueira II, S.A. and of the Advisory Council of Kearney Portugal. He is a columnist and cooperates with several publications, also being the author of several works on international issues and security. He was a Non-executive Director of the Company, from 10th April 2013 to 24th April 2025.
Natalia Anna Olynec is a US and Canadian citizen residing in Switzerland. She holds a Honors Bachelor Degree in Political Science from McGill University of Canada, a Master's degree in Public Administration from the University of Singapore, and has completed executive education programs in high-performance leadership and sustainability strategies from IMD Business School in Switzerland. Speaking four languages, she has worked for over 20 years in management, consulting and sustainability education. She started her career as a journalist at Bloomberg in Eastern Europe and Singapore, has published several books, contributed to the World Economic Forum's Global Redesign Initiative report and served as editor of Global-is-Asian magazine at National University of Singapore. Between 2011 and 2014, she was Damco's (Maersk Group) Global Head of Sustainability, where she increased supply chain transparency and accountability resulting in risk mitigation and value creation in energy, green and humanitarian logistics, and responsible procurement. In 2015, she served as an adjunct professor of Sustainability in the graduate programme at S.P. Jain School of Global Management, Singapore, responsible for teaching sustainability megatrends. She joined the CEO Learning Center at IMD Business School in 2016. She took over as Sustainability Partner in 2018 and Head of Sustainability in 2020 at IMD, where she is responsible for sustainability strategy and develops sustainability executive education programs and advisory. She publishes articles and award-winning case studies on sustainability and is member of the executive committee of the IMD Global Center for Sustainable and Inclusive Business. She was a Non-executive Director of the Company from 21st April 2022 to 24th April 2025.
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Customary and Meaningful Family, Professional or Business Relationships of Members of the Board of Directors, with Shareholders That are Assigned Qualifying Holdings That are Greater Than 2% of the Voting Rights
Member of the Board of Directors
Type of Relationship
Shareholder with Qualifying Holding
Pedro Soares dos Santos
Director
Sociedade Francisco Manuel dos Santos, B.V.
President of the Supervisory Board
Sociedade Francisco Manuel dos Santos Holding, B.V.
Francisco Sá Carneiro 1
Director
Sociedade Francisco Manuel dos Santos, B.V.
Artur Stefan Kirsten 2
Director
Sociedade Francisco Manuel dos Santos, B.V.
José Soares dos Santos
Executive President
Sociedade Francisco Manuel dos Santos, B.V.
Chairman of the Board of Directors
Sociedade Francisco Manuel dos Santos Holding, B.V.
1 Beginning of term of office as Director on 24th April 2025.
2 Ceased duties as Director on 24th April 2025
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Organisational Charts Concerning the Allocation of Powers Between the Various Corporate Boards, Committees and/or Departments Within the Company, Including Information on Delegating Powers, Particularly as Regards the Delegation of the Company's Daily Management
Corporate Centre' Functional Divisions
Managing Committee
Internal Control Committee
Remuneration Committee
Ethics Committee
Company Secretary
Chief Executive Officer
Statutory Auditor
Committee on Corporate Governance and Corporate Responsibility
Audit Committee
Board of Directores
General Meeting
Business Structure
Coffee Chocolates and
Shops Confectionery
Food Distribution
Portugal
Poland
Slovakia
Colombia
Supermarkets
Corporate Bodies and Committees
Agribusiness
Marocco Norway
Czechi Slovakia
Jerónimo Martins Agro-Alimentar
Neighbourhood stores
Neighbourhood stores
Cash & Carry's
Portugal
Specialised Retail
Poland
Health & Beauty
Chairman of the Board of Directors
The Chairman of the Board of Directors, according to the Board of Directors' Regulations, in addition to the institutional representation of the Company, has a special responsibility for managing the respective meetings, for monitoring the action taken on the decisions made by this body, for taking part in the meetings of other committees set up by the Board of Directors and for defining the overall strategy of the Company.
Delegation of Powers and Coordination of Non-executive Directors
The Board of Directors, by resolution, delegated various duties regarding the day-to-day management of the Company in one Chief Executive Officer who, in the terms of such delegation, is entitled:
to manage all corporate businesses and perform all operations relating to its corporate objectives, included in the scope of its current role, as holding company;
to represent the Company, in court or otherwise, to propose and answer to any lawsuits or engage in any arbitrations, for which purpose it may designate proxies, as well as compromise in, confess or withdraw from any such lawsuits or arbitrations;
to decide on loans or other financial operations to be contracted from the financial market at home or abroad, as well as on the issuance of debt securities within the powers of the Board of Directors and to accept the supervision of the lending entities, all these up to the amount of one hundred
million euros and in full compliance with that prescribed in the Articles of Association of the Company;
to decide on the provision of technical and financial support, including through the granting of loans by the Company to companies whose stakes or shares the former holds in total or in part;
to decide on the sale/transfer or lease (as lessor) any movable or immovable assets, including shares, units, quotas and bonds, and in general to decide on any divestments up to the amount of one hundred million euros or, independently of such threshold, whenever such divestment is set out in the Medium or Long Term Plans, as defined below, approved by the Board of Directors;
to decide on the acquisition or lease (as lessee) of any movable or immovable assets, including shares, units, quotas and bonds, and in general to decide on any investments up to the amount of one hundred million euros or, independently of such threshold, whenever such investment is set out in the Medium and Long Term Plans, as defined below, approved by the Board of Directors;
to appoint the individuals to be proposed to the General Shareholders' Meeting from the companies referred to in sub-paragraph d) above, to fill the roles of the respective corporate bodies, indicating those who will fulfil executive functions;
to approve policies and rules transverse to the Companies of the Group, such as procedure manuals, regulations and service instructions, maxime, those concerning (i) Human Resources, (ii) Operational Control, (iii) Food Safety and Quality Control, and (iv) Reporting and Investments;
to approve the expansion plans with respect to the activities of each of the business areas, as well as Group Companies forming part of the Group but not included in the business areas;
to approve the organic structure for the Group's companies;
to decide on the instructions to be given by the Company to the management of its subsidiary Companies with respect to those matters referred to herein, pursuant to and in compliance with the applicable laws.
For the purpose of the delegation of powers, it is considered as being foreseen in the Medium and Long-Term Plans (which are considered to be the activity and investment plans and financial projections on a three-year term), the acquisitions, sales, investments or divestments, the amount of which does not exceed by more than 10% each heading contained in those Plans.
In 2025, the Managing Committee remained in office as the consultative body which, as referred in point 29., has the primary goal of assisting the Chief Executive Officer in the duties delegated by the Board, in relation to the daily management of the businesses within the corporate purpose of the Company.
Nevertheless, pursuant to the terms of its Internal Regulation, the Board of Directors retains authority over strategic matters of management of the Group, in particular those regarding the definition of general policies of the Company and the corporate structure of the Group and those that, due to their importance and special nature, may significantly impact on the business activity of the Group, seeking to ensure the economic, financial and environmental sustainability of the Company's long-term objectives and an effective contribution for the community at large.
In addition to the delegated responsibilities, the Chief Executive Officer shall submit to the Board of Directors, for approval: consolidated medium and long term plans for Jerónimo Martins Group and for each business area thereof, together with his appraisal, including the activity and investments plans, as well as the three year term financial projections ("medium and long term plans"); budgets, including financial targets to be achieved in the following financial year, for Jerónimo Martins Group and for each business area thereof; accounts and the consolidated results for the Group and for each of the its business areas, any investments not foreseen in the delegation of powers.
The matters referred to in Art. 407(4) CCC are off-limits to the Chief Executive Officer.
Apart from the powers on strategic matters of management of the Group, the Board of Directors has effective control on directing corporate activities by always seeking to be duly informed and by ensuring the supervision of the Company's management, having implemented mechanisms that ensure such supervision.
To this end, at each Board of Directors meeting the Chief Executive Officer reports on the Company activity since the last meeting and provides any further clarification that the Non-executive Directors may require. All information requested by the Non-executive Directors in 2025 was provided in full and in a timely manner by the Chief Executive Officer.
Additionally, considering that the Chief Executive Officer is, simultaneously, Chairman of the Board of Directors, it was approved by decision of the said Board, a Mechanism for Coordinating the Activities of Non-Executive Directors.
Such Mechanism foresees that the members of the Board of Directors who are not part of an Executive Committee or are not Executive Directors are responsible, pursuant to the terms of Art. 407, paragraph 8 CCC, for monitoring the activity of the Executive Committee or the Executive Director(s), as the case may be, as well as for the damages caused by their acts or omissions when, having knowledge of such acts or the intent to commit them, they do not seek the intervention of the Board of Directors to take the necessary measures.
The monitoring and supervising activity is also carried out by Non-executive Directors through their participation in Specialized Committees and working groups set up by the Company, as well as in the corporate bodies of subsidiary companies.
Still on the terms of such Mechanism, the Executive Director(s) or the Chairman of the Executive Committee, as applicable, as well as Directors charged with a special duty, pursuant to the terms of Art. 407, paragraphs 1 and 2 CCC, shall:
whenever necessary disclose to Non-executive Directors all the relevant information regarding the performance of the delegated powers or the special duty conferred upon them;
answer, within a reasonable deadline, to any information request presented by any Non-Executive Director, within their respective functions, and such information shall also be made available to the remainder members of the Board of Directors.
It is foreseen in the said Mechanism that Non-executive Directors may also meet in ad hoc meetings, convened at the request of any two of them by the Company´s Secretary (who shall inform the Chairman of the Board of Directors about the summons), pursuant to the terms foreseen in the Board of Directors Regulations.
In order to allow for an independent and informed participation of Non-executive Directors in the meetings of the Board of Directors or in the meetings of the Specialised Committees and working groups set up by the Company as well as in the corporate bodies of subsidiary companies they integrate, the Mechanism foresees that the Company's Secretary shall make available to them the definitive agenda of the meeting and respective preliminary documentation, pursuant to the terms and within the deadlines foreseen in the Board of Directors Regulation.
The Company's Secretary shall also ensure, according to the Mechanism implemented, the delivery to the Directors, who so request, of a copy of the minutes of the meetings of the Managing Committee as well as a copy of any other minutes of the meetings of corporate bodies or Specialised Committees within the Board of Directors. Moreover, the Company's Secretary shall, within its duties, provide Directors with all information regarding the resolutions of the Board of Directors or Executive Committee or the decisions of the Executive Director(s).
In accordance with the Board of Directors' Regulation, performance by executive Board Members of the Company of executive functions in entities that are not part of the Jerónimo Martins Group shall neither affect their availability, nor the standards of professional diligence, care and loyalty to which they are bound towards the Company.
Organisational Structure and Division of Responsibilities
Jerónimo Martins, SGPS, S.A. is the Holding Company of the Group and, as such is responsible for the main guidelines for the various business areas, as well as for ensuring consistency between the established objectives and available resources. The Holding Company's services include a set of functional divisions which provide support for corporate centre and services to the operating areas of the Group's companies, in the different geographical areas in which they operate.
In operational terms, Jerónimo Martins is organised into two business segments: i) Food Distribution and ii) Specialised Retail, with the former being the larger segment. The Food Distribution and the Specialised Retail are organised into geographical areas and operating areas (under different brands and formats).
The Company also has operations in the agrobusiness segment which serve, essentially, as a support to Food Distribution, mainly in Portugal, guaranteeing the supply and differentiation in strategic categories.
Holding Company Functional Divisions
The Holding Company is responsible for:
defining and implementing the development strategy of the Group's portfolio;
strategic planning and control of the various businesses and consistency with the global objectives;
defining and controlling financial policies; and
defining Human Resources Policy, with direct responsibility for implementing the management development policy.
The Holding Company's functional divisions are organised as follows:
Functional Divisions of Corporate Support 2025Legal Affairs & Compliance
Carlos Martins Ferreira
Internal Audit
Gonçalo Borges
Corporate Communications and Responsibility
Sara Miranda
Environment Fernando Ventura
Institutional Relations Rita Fragoso
Sustainability and ESG Relations Ana Rovisco
Food Portfolio Development
Pedro Leandro
Strategy and Innovation
João Nielsen Sebastian
Finance
Ana Luísa Virgínia
Controlling and M&A Teresa Saraiva
Sustainable Finance Conceição Carrapeta
Tax Affairs Rita Marques
Financial Operations and Insurance Madalena Mena
Investor Relations Cláudia Falcão
Finance Transformation and Reporting António Pereira
Chairman and CEO Office
Nuno Aguiar
Information Security
Nuno Galveia
Human Resources
Francisco d'Almeida
Information Technology
João Nuno Magalhães
Business Support
Quality and Private Brand Development
Operations Quality and Food Security
Commercial/Global Sourcing José A. Nogueira de Brito Carlos Santos
Marta Moreira
Security
João Carreira
Environment - Defines the environmental strategy, policies and procedures across all Jerónimo Martins' Companies by coordinating and guiding the efforts to fulfil their commitments. It seeks to identify opportunities for eliminating and/or minimising negative impacts (on the environment and on the business), both direct and indirect, arising both from the Group Companies' operations and own-brand products, and from the value chain.
Based on the assessment of environmental impacts, risks and opportunities, trends, the best scientific information available at any given time and the Sustainable Development Goals established by the United
Nations, the Group's environmental strategy prioritises fighting climate change, protecting biodiversity and accelerating the transition to a more circular economic model. Specific objectives, plans and targets are set for each of these areas, and the respective degree of implementation and progress is reported periodically and publicly.
The main commitments and actions carried out in 2025, as well as the results achieved, can be found in Chapter 5, being worth of highlight:
the update of the assessment of financial risks and opportunities arising from climate change;
the preliminary assessment of impacts, risks, and dependencies related to nature;
the definition, through the Ellen MacArthur Foundation's Global Commitment initiative, of the 2030 targets to increase the circularity of private brand plastic packaging of the Group's Companies.
Legal Affairs & Compliance - Ensures ongoing legal assistance to the Company, preparing contracts, opinions and studies, assisting the Board of Directors in decision making, implementing risk planning policies and giving support to other functional divisions. It also ensures the necessary coordination between the legal departments of subsidiaries in the different jurisdictions in which they operate.
In the area of Compliance, this Division is responsible for designing and coordinating the implementation of mechanisms that ensure regulatory compliance in various areas, including capital markets, competition, business practices, data protection, and anti-corruption, as well as providing ongoing support to the various companies in these matters to safeguard the Group's value and operations, reinforcing its commitment to sustainable development principles.
In particular with regard to data protection, and in close collaboration with data protection officers, this Division is responsible for (i) monitoring compliance with applicable legislation, (ii) supporting companies in the prevention, assessment, and mitigation of privacy risks, and (iii) defining and implementing policies, procedures, and methodologies across all Group companies. In 2025, continued to focus its activities on (i) monitoring personal data processing activities to strengthen and implement appropriate controls, (ii) overseeing relevant projects to ensure compliance, and (iii) communicating and training employees on data privacy matters.
Regarding corruption prevention, the Division is responsible for (i) identifying the main legal obligations and risks to which companies are exposed and (ii) supporting companies in implementing the most suitable prevention and mitigation mechanisms to comply with these legal obligations and address risks. In 2025, the Group's compliance program in this area was enhanced, primarily through (i) reviewing, defining, and implementing procedures relevant to corruption prevention and related offenses, (ii) reviewing processes in areas more exposed to risk, and (iii) conducting training and communication activities to educate and raise awareness among employees about risk situations, as well as the procedures and measures to prevent and mitigate them.
Internal Audit - Assesses the quality and effectiveness of the internal control and risk management systems (both operational and non-operational) that are set by the Board of Directors, ensuring their compliance with the Group's and each business unit's procedures, as well as ensuring compliance, namely, with the law, regulations, rules and policies applicable to the respective operations.
This division reports hierarchically to the Chairman of the Board of Directors and functionally to the Audit Committee. The activities carried out by this functional division are referred in point 50.
Commercial/Global Sourcing - Responsible for proposing, coordinating and implementing the global procurement strategy, and global sourcing policies, in the different geographies where the Group operates.
Procurement, particularly of agri-food products, is becoming increasingly complex, as a series of trends are emerging in the international context that have a major impact on international supply chains and the production sites of these types of goods. Examples include geopolitical tensions, climate change with an increase in the number of extreme phenomena, the increase in the world population, the globalization of consumer habits, or the scarcity of certain commodities. This last trend has also been impacted by increasing limitations on intensive agricultural and livestock production, imposed by regulators, NGO's, analysts and consumer groups.
All of these trends, many of which already have a current and significant expression, and are expected to worsen over the next 3 years, should continue to guide the Global Sourcing strategy of the Group companies, with the vision of prioritizing the following 3 axes:
Ensuring the supply of the main agri-food commodities - guarantee availability of volumes and protect their sources of supply;
Protect the profitability of operating companies - guarantee the best purchasing conditions, based on leveraging volumes;
Buy in a more responsible and sustainable way, developing the group of strategic suppliers for the Group in the areas of Private Brands and Specialized Perishables, with a view to continuous improvement in terms of quality, food safety and compliance with ESG criteria, in the areas environmental and social.
Based on this vision, Global Sourcing's main mission is to conduct and lead the coordination and integration of the commercial departments of the various operational companies, in pursuit of the following main activities:
Coordinate and implement international negotiations with selected global suppliers;
Plan and execute the annual commodity Global Tenders plan;
Deepen technical knowledge of global food commodity markets and development of costing models for essential products;
Develop the park of international suppliers of quality food products;
Analyse, propose and coordinate the implementation of new procurement models for fresh agri-food products, with a focus on fruits and vegetables, bringing the Group operating companies closer to the producers and shortening supply chains;
Promote the sharing of know-how and information between different geographies;
To promote the cross-country development of private label brands within the Group, with a view to leveraging the innovation and differentiation efforts made in one company across all companies, with lower costs and shorter time-to-market;
Develop global brands (to be potentially used by all Group operating companies) in specific product categories;
Harmonize the internal standards and procedures for procurement, supplier selection and price negotiation, applicable in all Group operating companies, with integration of ESG criteria into the respective decision-making processes;
Antecipate and support the preparation of all Group operating companies for the impacts on their sourcing activity of new relevant regulatory frameworks, particularly in the E.U.
Reinforcing the emphasis on social and environmental sustainability criteria introduced in the decision-making process of global tenders, Global Sourcing also takes as a priority in its actions:
Coordinate monitoring, control and decision-taking following the results of the Group's suppliers within the environmental and social performance audit and rating programs. This activity also includes mapping the risk of the Group's suppliers, with emphasis on private label brand products and perishables.
Corporate Communications and Responsibility - Ensures the strategic management of the Jerónimo Martins brand, promoting and strengthening its reputation across all areas of the Group's activity. Defines and implements the Group's sustainability strategy and policies, maintaining ongoing dialogue with different internal and external stakeholders to manage the balance between economic prosperity, social development and environmental protection.
Controlling and M&A - The division of Financial Controlling coordinates and supports the preparation of the Strategic Plans' consolidated financial statements, which are the basis for the strategic decision-making by the Company corporate bodies.
It has a control function, monitoring the performance of the different business units of the Group and identifying eventual deviations from the plans and budgets. It thus provides the Managing Committee with relevant information and proposals to guarantee corrective measures that allow the defined strategic objectives to be achieved.
It also makes a financial validation of all investment projects that are relevant for the Group, providing support to the Managing Committee for its approval and monitoring.
In 2025, it maintained the support and monitoring of the performance of the business units and of the development of the Group's medium and long-term strategic plans, which are essential to the valuation and protection of the Group's assets.
In the Mergers and Acquisitions component, all the Jerónimo Martins Group's inorganic growth opportunities, including partnerships, are analysed and evaluated, in the sectors and geographies where the Group operates. This process is conducted in close collaboration with the tax, legal and different teams of the different business units, as well as with external advisors. For each opportunity, the Management is provided with a complete report of the analysis carried out, which supports decision-making.
Food Portfolio Development - The food portfolio development area emerges following the need to monitor the new consumer trends and to anticipate and limit the impacts from the disruption and strong challenges that affected the food manufacturing industry over the last few years, namely coming from instability in the raw materials supply chains, increasing regulatory requirements, and a general shortage of funding, which are pressuring small and medium-sized suppliers that are so important to the Jeronimo Martins Group.
The Group's ambition to continue growing implies taking a very close look at the food industry in order to identify strategic suppliers with support needs where we can make a difference, as well as investment opportunities for a group with the know-how, capabilities and size of Jeronimo Martins.
Working in articulation with Strategy and M&A, this area is thus responsible for:
Monitoring consumer trends and the food industry's ability to respond;
Continuously assessing vulnerabilities in the food industry supply chain, with a focus on private label producers;
Identifying opportunities for differentiation and value creation in the food industry;
Structuring proposals for the development and expansion of a potential industrial portfolio;
Preparing action plans and monitoring potential M&A, mergers and partnership processes.
Strategy and Innovation - Performs a set of activities aimed at supporting the Group in defining and executing strategic initiatives and identifying innovation opportunities that drive growth and contribute to creating sustainable value for the organization. It is also responsible for ensuring continuous monitoring of the risks to which the Group's is exposed. These are described in points 52 to 55 of this Report, together with the activities, policies and procedures developed in the Group's risk management. The work developed can be classified into the following areas:
Strategy - coordination of multidisciplinary projects with global reach designed to analyse and support decision making on growth opportunities that contribute to achieving the Group's objectives;
Innovation - incorporation of external perspectives, trends and innovative practices within the organization, namely through the establishment of strategic partnerships and acceleration of innovation pilots;
Portfolio development - identification and analysis of investment opportunities that ensure strategic alignment with the organization's portfolio and objectives;
Trends analysis - research and analysis of the likely evolution of consumer behaviour, major geopolitical and market trends, globally with particular focus on the regions where the Group operates;
Risk monitoring - regular monitoring of the risks to which the Group is exposed and of the main mitigation initiatives, including the preparation of periodic reports to inform the Group's several Departments and companies;
Strategic planning support - provision of the necessary support to the Group's several companies
and governance bodies in the activities included in the annual strategic planning process.
During 2025 the area was restructured and strengthened in its capabilities, leading and supporting several strategic projects and investment opportunity analyses, while continuing to monitor the latest developments in the sector. Additionally, it also conducted again the annual risk assessment, covering the entire Group, and ensured the main conclusions were shared with the teams involved in the preparation and approval of the strategic plans.
Sustainable Finance - The Sustainable Finance division is responsible for reinforcing and ensure full coordination between financial operations and the Group's sustainability initiatives and practices, including the introduction of metrics in financial activity and a total alignment in financial and non-financial
reporting. It is also responsible for creating incentive mechanisms that aim to support the implementation of more sustainable practices throughout the Group's supply chain.
During 2025, and under the scope of the Sustainable Finance Framework (SFF) issued in 2024, some new credit lines were negotiated and other converted into debt linked to Sustainable objectives. Working together with the financial area, it was issued a new bond loan, as well as two commercial paper programs, all linked to sustainable targets included in the SFF, in a total amount of 150 million euros. Also under the SFF, two additional supply chain finance credit lines were converted, which now include sustainability metrics for the suppliers benefitting from those, allowing them to benefit from reduced financing costs, indexed to their sustainability practices. It was also made the follow up of the Green Finance from IFC (International Finance Corporation) to Jerónimo Martins Colombia (ARA), as to monitor the achievement of the sustainability targets agreed. Together with the Global Sourcing area, the development of a project that aims to encourage the adoption of best ESG practices in the Group's supply chain was continued.
Fiscal Affairs - Provides all the Group's companies with assistance in tax matters, ensuring compliance with legislation in force and in the optimisation of the business units' management decisions from a tax perspective, in line with principles of responsible governance. It also manages the Group's tax litigation and coordinates its institutional relations with external consultants and lawyers, as well as with tax authorities, ensuring ethical and transparent practices.
In 2025, it provided specialized technical support in M&A operations and corporate restructuring processes, reinforcing the integration of ESG basis into tax analysis. It continued to monitor legislative changes, particularly the various amendments to personal income tax - IRS - and their implications for employees (such as "IRS Jovem" scheme or the tax incentive for scientific research and innovation) across the Group's companies in Portugal.
It was also responsible for analysing the impact of EU Directives, namely the initiative known as "Pillar Two", ensuring compliance with international standards for fair taxation.
Finally, through active participation in national and international associations representing the sector, it contributed to defending the Group's interests, promoting the clarification and implementation of new legislation, and engaging in public debate on tax rules, always with a focus on transparency and sustainability.
Financial Operations and Insurance - This Division includes Financial Risk Management, as well as Insurance and Treasury Management. The activity of the first area is discussed in detail in points 52 to 55.
Treasury Management is responsible for managing relations with the financial institutions that already undertake, or have the potential to undertake, business with the companies of the Group, ensuring that these entities fulfil the defined criteria, and also ensuring that the best possible conditions are always achieved and ensuring the best possible conditions are contracted for Jerónimo Martins. It also executes treasury planning with the aim of negotiating and implementing, for all the Group's Companies, the most suitable financial sources according to its cash flow generation profile, or to get the highest return with the lowest risk from the excess cash of the Group.
A large part of the treasury activities of Jerónimo Martins is centralized in the Holding Company, which is a structure that provides services to all other Companies of the Group. The negotiation and management of the main insurance policies of the Group are also negotiated and managed in this division, where lies the responsibility for the relation with the insurance brokers and insurance companies that do business with the Group.
In compliance with the above-described activities, during 2025, credit lines were reinforced which, according to the Financial Risk Management Policy, have to be available up to the limits imposed on it. On what concerns insurance policies, the annual renegotiation of the same was made, reinforcing once again an integrated approach of all geographies where the Group operates.
Quality and Private Brand Development - Responsible for defining, planning, implementing and controlling the policies, procedures, methodologies and rules in the various countries where Jerónimo Martins operates, ensuring the use of the best and most up-to-date practices in this area. This Division is also responsible for managing the JM Molecular Biology Lab.
In 2025, the main activities carried out focused on:
carrying out the defined product and supplier control activities;
review of the supplier checklist taking into account international benchmarks updates;
continuous improvement of Private Brand products by reformulating existing products;
in the largest and fastest anti-fraud related to ingredient species and genetically modified organisms (GMO) ingredients control - carried out in the Molecular Biology Laboratory;
maintaining the certifications in quality and food safety;
upgrade 2.0 of the Quality Management System (QMS) IT tool for all geographies;
revision of the corporate guidelines for Private Brand - perishables, food and non-food products;
maintaining the accreditation of the JM Molecular Biology Laboratory (DNA Lab).
Operations Quality and Food Safety - Responsible for, in the several geographies where Jerónimo Martins operates, ensuring quality and food safety in all perishable products and processes, along the supply chain, in all its steps: producers and suppliers, goods reception and storage, stores, kitchens and fresh dough factory.
For that it defines, plans, implements and controls Group policies, standards and requirements, for products and processes, promoting alignment of local structures and sharing of best practices, always seeking continuous improvement of products Quality and Food Safety and customer satisfaction.
For that, in 2025, the main activities developed were the implementation of a continuous improvement plan for suppliers focused on their performance along the year and in food fraud control, a continuous improvement plan for product through several consumer panels and internal sensory panels and its follow up in stores, maintenance of Quality and Food Safety Certifications, and continuous improvement of Quality management and data analysis tool.
Human Resources - Responsible for defining the strategy and global human resources policies, ensuring the consolidation of the position as a reference employer in the geographies where the Group operates. Within its responsibilities, it ensures compliance with these guidelines and good practices of social sustainability, respecting the specificities of different countries and the unique identity of each company, promoting good practices that reinforce the attraction, retention, and development of talent.
The activities that this functional division carried out in 2025 can be found in detail in Chapter 5 -"Sustainability Statement", subchapter 4. "Social Information", section 4.2. "Managing social topics", subsection 4.2.1. "Own work force" of the Annual Report.
Investor Relations - Responsible for the communication with investors - whether current shareholders or not, institutional and private, national and foreign - as well as with the analysts who formulate opinions and recommendations regarding Jerónimo Martins' share price. It is also the responsibility of this Division to co-ordinate all matters related to the Portuguese financial markets regulator (CMVM).
The activities carried out by this functional division can be found in detail in points 56. and 58.
Institutional Relations - Responsible for anticipating trends and potential impacts arising from political contexts and regulatory frameworks, and for identifying opportunities that promote and defend the interests of the Jerónimo Martins Group at national, European and international level, thereby contributing to the continued strengthening of the Group's reputation and to the preparation and prosperity of its businesses.
The quality of interinstitutional dialogue and external representation, as well as the proper monitoring of political and legislative agendas relevant to the Jerónimo Martins Group and its Companies, largely determine its ability to remain prepared to manage the necessary changes within a global environment marked by high uncertainty and geopolitical volatility, and by increasing risks of crises and disruptions.
The growing influence of the European Union (EU) over its Member States, with legislative, economic and social implications, requires close monitoring of the European agenda-a responsibility ensured by this Department.
The Group's representation in organisations considered strategic in the geographies where it operates (such as APED, EuroCommerce, Fenalco or POHiD), and whose agendas we seek to follow and influence, is an integral part of the work carried out by the Institutional Relations team. This also includes the internal
coordination required for effective information management and for ensuring the participation of the relevant areas of expertise in the appropriate moments and forums
Security Services - Responsible for the implementation of an integrated security strategy, defining and coordinating procedures for the prevention and protection of people and property and intervening whenever thefts, robberies, or other illicit and/or violent activities occur within the Group's facilities. In addition, through its Audit team, it assesses the quality and effectiveness of in-store security systems, ensuring compliance with internal procedures and applicable legislation.
International cooperation with teams in Poland and Colombia, which report to this Department was strengthened, and two new strategic areas were created: Security Audit Directorate, dedicated to continuous evaluation of systems and processes, and Innovation Directorate, focused on developing technological solutions and high-efficiency protocols, anticipating current and future threat scenarios.
In the Agribusiness sector, focus was maintained on the specific challenges of the various areas covered (dairy, livestock, aquaculture, and fruit and vegetable operations), since there are significant challenges that require robust and tailored solutions in terms of safety.
Information Security - Responsible for planning, implementing and maintaining an information security and cybersecurity management system across all Group Companies, based on risk management and on prevention, detection, response and recovery of incidents.
Information security officers (ISO) in the geographies where the Group operates, as well as those responsible for technology security, report to this division. Together they ensure the implementation of the information security strategy, compliance with applicable cybersecurity legislation and adherence to internal Information Security Policies and Standards. They also support the respective Companies by assessing and mitigating cybersecurity risks associated with projects and activities.
In 2025, the main initiatives included raising cybersecurity and providing employee training, including on the use of Artificial Intelligence tools, strengthening and testing technical and human resources for incident prevention, detection, response and recovery, improving system resilience and preparing for compliance with the NIS 2 EU Directive. This Department maintains close cooperation with national cybersecurity authorities in Portugal, Poland and Colombia.
Information Technology - Responsible for the management of Information Technologies ("IT"), selecting, developing and maintaining technological solutions for all business units. This Department is divided between global teams, which provide services to the various companies of the Group, and local teams, which are integrated into the structures of the respective companies.
The global team is responsible for i) defining and implementing the Group's global technology strategy, including IT policies, standards and procedures; ii) continuously promote agility and productivity through technology-based innovation; and iii) contribute to the solidity and autonomy of the IT areas of each company, closely monitoring the activities of the different businesses.
In 2025, the global area began preparing the next cycle of investments in its technological infrastructure, including the redefinition of its data center architecture, the selection of a new data center in Bogotá, and the negotiation of new servers in Portugal and Poland.
In addition, it has negotiated, agreed and defined the path for the evolution of its Enterprise Resource Planning (ERP) system, whose implementation will begin in 2026.
Another prominent initiative is the redesign of the data architecture model, which will migrate from a datawarehousing to a datalakehouse model. This initiative will strengthen the efficiency in the use of data and allow its greater exploitation in the context of artificial intelligence (AI) tools.
The use of AI in Jerónimo Martins companies has gained ground in 2025, with the progressive adoption of new global solutions and the launch of multiple pilot projects to test the applicability and efficiency of AI models to different problems and opportunities.
Although the Company used effective technological solutions to assist in the preparation and management of meetings of its corporate bodies, namely meetings of the Board of Directors and General Meeting, artificial intelligence mechanisms were not used as a decision-making tool by its corporate bodies.
Sustainability and ESG Relations - Responsible for coordinating and monitoring the Group's sustainability strategy, ensuring the integration of environmental, social and governance (ESG) factors into management models, internal processes and decision-making, as well as the Group's strategic positioning on these matters. Ensures alignment with the applicable regulatory framework and with the public commitments assumed by the Group. Acts as a liaison with ESG investors, non-governmental organisations and other stakeholders, ensuring transparent communication aligned with best practices.
It is responsible for preparing the Group's Sustainability Statement (chapter 5 of this Report), coordinating the collection, validation and consolidation of ESG information from the various companies and functional areas of the Group. The Sustainability Statement provides detailed information on the Group's material topics identified through the double materiality assessment, the ongoing sustainability initiatives, and the main policies and measures adopted in relation to environmental, social and governance targets. It also describes the processes established by the Company for collecting and processing ESG data, monitoring relevant risks and defining mitigation strategies. Additionally, chapter 5, as well as point 53 of this chapter, includes information on how climate change is considered within the organisation and how climate-related risks and opportunities are factored into decision-making processes.
Finance Transformation and Reporting - Responsible for optimizing and automating financial processes and tasks, aiming for its modernization and best practices alignment, alongside with the adaptation of systems and technological solutions of support.
Together with the Finance Transformation team, also integrates the Corporate Consolidation and Accounting areas, responsible for the preparation of consolidated financial information in order to comply with statutory and legal obligations and for supporting the Board of Directors by implementing and monitoring the policies and the accounting principles adopted by the Group.
It also supervises the financial reporting of the different Group Companies to ensure that it conforms to the standards, supporting the Companies in the accounting assessment of non-recurrent transactions, as well as restructuring and expansion operations.
In 2025, continued the automation of financial reports, the standardization of administrative and accounting processes. It continued the implementation of a new solution for Consolidation and lease management (IFRS16).
It also ensured compliance with the annual financial reporting of 2024 and the quarters of 2025, in what regards the IFRS (International Financial Reporting Standards), as well as the guidelines issued by ESMA (European Securities and Markets Authority), with regard to the priorities defined for the 2024 annual reports.
Operational Areas
The organisational structure of Jerónimo Martins is aimed mainly at ensuring specialisation in the Group's various businesses by creating geographical areas and operational areas, thus guaranteeing the required proximity to the different markets.
The Food Distribution business is divided by geographical areas - Portugal, Poland, Slovakia and Colombia - and within these, by operational areas. In Portugal there are two operational areas: Pingo Doce (supermarkets) and Recheio (cash & carry), which also includes the food service division through Recheio Masterchef. In Poland, it has the Biedronka operational unit (food stores), and in 2025 operations under the same brand began in Slovakia. In Colombia it has Ara (food stores).
The Group's portfolio also includes a business segment dedicated to Specialised Retail, with the operational areas of Jeronymo (cafeterias) and Hussel (chocolate and confectionery shops) in Portugal -having decided, at the beginning of 2026, to discontinue the operations of the latter - and in Poland with Hebe (health and beauty retail), which, in order to support its online and international operation, also operates five stores in the Czech Republic and two stores in Slovakia.
The Group also has companies in the agro business sector, with activities in the areas of dairy products, agriculture, aquaculture, and fruits and vegetables in Portugal and, in the case of aquaculture, also in Morocco, with a primary focus on protecting and differentiating the supply chain of its food distribution operations. It also has investments in Norway, in Andfjord Salmon, a company that produces salmon in an
innovative and sustainable way, and, from the end of 2025, also in Norcod, AS, a company listed on the Oslo Stock Exchange, which is dedicated to the production of cod in aquaculture..
- Functioning
-
Availability and Place Where Rules on the Functioning of the Board of Directors May be Viewed
The Regulation of the Board of Directors is available on the Company's website, through the link mentioned in point 61. ("Relevant Addresses").
-
The Number of Meetings Held and the Attendance Report For Each Member of the Board of Directors
The Board of Directors, whose duties are described in Art. 13 of the Company's Articles of Association, meets at least four times a year, and any of its members may be represented at the Board Meetings by another member, by means of a letter addressed to the Chairman.
During 2025, the Board of Directors met seven times. The respective minutes were prepared for all meetings. The number of annual meetings held by this body is also disclosed on the Company's website, through the link mentioned in point 62. ("Relevant Addresses").
The attendance of each Director to the referred meetings during the exercise of respective duties, measured in terms of their effective attendance, was as follows:
Pedro Soares dos Santos
100%
Agnieszka Słomka-Gołębiowska 1
100%
António Domingues 1
100%
Elizabeth Ann Bastoni
100%
Fabio Villegas Ramírez 1
100%
Francisco Sá Carneiro 1
100%
João Vale de Almeida 1
100%
José Soares dos Santos
100%
María Ángela Holguín Cuéllar
100%
Nigyar Makhmudova 1
100%
Sérgio Rebelo
100%
Directors who ceased duties on 24th April 2025:
Andrzej Szlęzak 2
100%
António Viana-Baptista 2
100%
Artur Stefan Kirsten 23
0%
Clara Christina Streit 23
0%
Francisco Seixas da Costa 2
100%
Natalia Olynec 2
100%
1 Only the meetings of the Board of Directors held after 24th April 2025, date of the respective appointment as Director were taken into account..
2 Only the meetings of the Board of Directors held until 24th April 2025, date of expiry of the term of office, were taken into account.
3 In every meeting not attended, the Director in question issued a representation letter, according to the Company's by-laws.
-
Details of Competent Corporate Boards Undertaking the Performance Appraisal of Executive Directors
The assessment of performance of Executive Directors is made by the Remuneration Committee, elected
by the General Shareholders' Meeting (see points 66. et seq.).
The Remuneration Committee is in charge of, in the scope of the Remuneration Policy, assessing the individual and collective performance of Executive Directors, evaluating their influence and impact in Jerónimo Martins' businesses and assessing their alignment with the medium and long-term interests of the Company.
As referred below (see point 27.), currently there are no committees composed exclusively by Directors. Notwithstanding such fact, the performance of Executive Directors who are part of mixed committees (i.e. also composed of Non-directors) is evaluated by the Remuneration Committee, in the terms referred above.
Additionally, every year, on November, the discussion within the Board of Directors of the strategic plans of the Group and of the different areas of business has underlying the performance evaluation in the year of the Board of Directors, the existing Internal Committees, and of the Chief Executive Officer, taking into account not only qualitative aspects, by comparison with the plans and approved budgets, but also the main projects under course, including those of portfolio expansion. Such yearly performance evaluation is afterwards complemented at the time of the approval of the Management Report and of the accounts.
-
Predefined Criteria For Assessing Executive Directors' Performance
The predefined criteria for assessing Executive Directors' performance arise from that established in the
Remuneration Policy described in point 69.
-
The Availability of Each Member of the Board of Directors and Details of the Positions Held at the Same Time in Other Companies Within and Outside the Group, and Other Relevant Activities Undertaken by Members of This Board Throughout the Financial Year
Throughout the year, the members of the Board of Directors held positions in other companies, namely:
Pedro Soares dos Santos
Director of Jerónimo Martins - Serviços, S.A.* Director of Jeronimo Martins Polska, S.A.*
Director of Jeronimo Martins Drogerie i Farmacja Sp. z o.o.* Director of Jeronimo Martins Colombia, S.A.S.*
Director of Recheio, SGPS, S.A.*
Director of JMR - Gestão de Empresas de Retalho, SGPS, S.A.* Director of Jerónimo Martins - Agro-Alimentar, S.A.*
Director of Jerónimo Martins Inovação, S.A.* Director of Santa Maria Manuela Turismo, S.A.*
President of the Supervisory Board of Warta - Retail & Services Investments B.V.* President of the Supervisory Board of New World Investments B.V.*
Director of Arica Holding B.V.
Chairman of the Board of Directors of Sociedade Francisco Manuel dos Santos Holding, N.V. (until November 2025)
President of the Supervisory Board of Sociedade Francisco Manuel dos Santos Holding, B.V. (as from November 2025)
Director of Sociedade Francisco Manuel dos Santos, B.V. Director of Sociedade Francisco Manuel dos Santos II, S.A.
Agnieszka Słomka-Gołębiowska
Chair of the Board of Directors of mBank (Commerzbank AG Group)
Director (Non-Executive), and Member of the Supervisory Board of CD Projekt Director (Non-Executive), and Chair of the Audit Committee of Pracuj Group
António Domingues
Director of Haitong Investment Bank, S.A. Director of Banco CTT, S.A.
Director of UniCredit SpA
Elizabeth Ann Bastoni
Director of Euroapi, S.A. Director of CNH Industrial Director of Qorium B.V. Director of Coca-Cola HBC AG
Fábio Villegas Ramírez
President of Decameron Hotels & Resorts Director of Carvajal, S.A.
Francisco Sá Carneiro
Director of Sociedade Francisco Manuel dos Santos B.V. Director of Arica - Investimentos, Participações e Gestão, S.A. Director of Sociedade Francisco Manuel dos Santos II, S.A. Manager of Alnilam - Sociedade Imobiliária, Lda.
João Vale de Almeida
Does not hold positions in corporate bodies of other companies
José Soares dos Santos
Director of Arica Holding B.V.
Chairman of Arica - Investimentos, Participações e Gestão, S.A.
CEO of Sociedade Francisco Manuel dos Santos Holding N.V. (until November 2025) Chairman of Sociedade Francisco Manuel dos Santos Holding B.V. (as from November 2025) Executive President of Sociedade Francisco Manuel dos Santos, B.V.
Chairman of Sociedade Francisco Manuel dos Santos II, S.A. Chairman of Movendo Industries B.V. (until December 2025) Chairman of Movendo Capital B.V.
Chairman of Unilever Fima, Lda. Chairman of Gallo Worldwide, Lda.
Chairman of JMDB Representação e Distribuição de Marcas, Lda. Chairman of Oceanário de Lisboa, S.A.
Chairman of Waterventures - Consultoria, Projectos e Investimentos, S.A. Director of REF Eastern European Opportunities Luxembourg S.a.r.l.
Chairman of the Supervisory Board of Inovamar, S.A.
María Ángela Holguín Cuéllar
Director (Non-Executive) of Hoteles Estelar S.A. Director (Non-Executive) of Gases del Pacifico S.A.C.
Director (Non-Executive) of Gases del Norte del Perú S.A.C. Director (Non-Executive) of Procafecol S.A.
Director (Non-Executive) of TESICOL - Tejidos Sintéticos de Colombia S.A. Member of the Supervisory Board of New World Investments B.V.*
Nigyar Makhmudova
Director of ISDIN S.A.
Director of C&A N.V. (until 31st May 2025) Director of Pinnacle Pet Group Limited
Sérgio Tavares Rebelo
Member of the Supervisory Board of Warta - Retail & Services Investments B.V.* Member of the Supervisory Board of New World Investments B.V.*
***
Andrzej Szlęzak (until 24th April 2025)
Chairman of the Supervisory Board of Agora, S.A.
Member of the Supervisory Board of Warta - Retail & Services Investments B.V.*
António Viana-Baptista (until 24th April 2025)
Director (Non-Executive) of Semapa, SGPS, S.A. Director of Alter Venture Partners G.P., SARL
Director of Alter Venture Partners G.P. II SARL (since July, 2024) Director (Non-Executive) of Azora Capital, S.L.
Artur Stefan Kirsten (until 24th April 2025)
Director of Movendo Capital, B.V.
Director of Sociedade Francisco Manuel dos Santos, B.V. Director of Planted Foods AG
Director of Footprint International Holding Inc. Managing Director of Brillant 3333 GmbH Managing Director of parabellum.one GmbH Managing Director of Spac-Founder GmbH Managing Director of ASK-Consult GmbH
Clara Christina Streit (until 24th April 2025)
Chair of the Supervisory Board of Vonovia SE
Member of the Supervisory Board of Deutsche Börse AG
Francisco Seixas da Costa (until 24th April 2025)
Director (Non-Executive) of Mota-Engil, SGPS, S.A. Chairman of the Supervisory Board of Tabaqueira II, S.A. Chairman of the Advisory Council of Kearney Portugal
Natalia Anna Olynec (until 24th April 2025)
Did not perform duties in other companies
* Companies that are part of the Group.
The positions held by the members of the Board in other companies did not affect their availability to take
part in the Company's affairs, as demonstrated in the attendance report mentioned in point 23.
- Committees within the Board of Directors and Board Delegate
-
Details of the Committees created within the Board of Directors, and the Place Where the Rules on the Functioning Thereof is Available
Currently - without prejudice to the Audit Committee to which is made reference to in points 30. to 33., being the Regulation of the Audit Committee available on the Company's website, through the link mentioned in point 61. ("Relevant Addresses") - only the Committee on Corporate Governance and Corporate Responsibility (CCGCR), referred on point 29. has, among its members, a majority of Company's Directors and is considered to be a Company Internal Committee in the sense that continues to be given to this expression in the 2023 IPCG's Recommendations.
There are also other committees created in the Company, composed by Directors and by other individuals who are not Directors, analysed in point 29.
-
Details of the Board Delegate
The Board of Directors appointed a Chief Executive Officer, responsible for implementing the strategic decisions taken by the Board, in accordance with the delegated powers, and a Managing Committee, responsible for assisting the Chief Executive Officer in the duties delegated to that officer by the Board of Directors.
The role of Chief Executive Officer is performed by Pedro Soares dos Santos.
-
Description of the Powers of Each of The Committees Established and a Summary of Activities Undertaken in Exercising Said Powers
Company's Committees
Committee on Corporate Governance and Corporate Responsibility (CCGCR)
CCGCR is made up of a minimum of three and a maximum of nine members, who are not required to be directors, appointed by the Board of Directors. One of the members will be the Chairman.
The Board of Directors decided to appoint the current Chairman of the Board of Directors, Pedro Soares dos Santos, as Chairman of CCGCR, as well as the Company's Directors José Soares dos Santos Agnieszka Słomka-Gołębiowska (as from 24th April 2025), Francisco Sá Carneiro (as from 24th April 2025), Andrzej Szlęzak (until 24th April 2025), and Natalia Anna Olynec (until 24th April 2025). Claire Bright is also a member of this Committee.
In carrying out its mission, the CCGCR collaborates with the Board of Directors, assessing and submitting to it proposals for strategic orientation in the area of Corporate Responsibility, as well as monitoring and supervising on a permanent basis matters concerning: i) corporate governance, social responsibility, the environment and ethics; ii) the business sustainability of the Group; iii) internal codes of ethics and of conduct; and iv) systems of assessment and resolution of conflicts of interest, especially regarding relations between the Company and its shareholders or other stakeholders.
Especially in what concerns company governance, CCGCR has the duty to keep up, review and assess the appropriateness of the Company's model of governance and its consistency with the recommendations, patterns, and national and international best practices on company governance, addressing the Board of Directors the recommendations and proposing any changes, deemed adequate, having met once in 2025.
The Regulation of the CCGCR, as well as the number of annual meetings held by this Committee, is
available on the Company's website, through the link mentioned in point 61. ("Relevant Addresses").
In the 2025 financial year, as explained above, two members of the CGSRC ceased their functions and were replaced by two new members.
Other Committees Managing Committee
The Managing Committee of the Company, which has the same term of office as that of the Board of Directors that appointed it, is currently composed of the Chief Executive Officer, Pedro Soares dos Santos, who is the Chair, Ana Luísa Virgínia, António Serrano, Carlos Martins Ferreira, Francisco d'Almeida, Isabel Ferreira Pinto, João Nielsen Sebastian, João Nuno Magalhães, Luís Araújo, Marta Lopes Maia, Nuno Begonha, Nuno Sereno, and Sara Miranda. In accordance with its regulations, the Managing Committee is responsible for advising the CEO, within the respective delegation of powers, in carrying out the following functions:
control over the implementation by the Companies in the Group of the strategic guidelines and policies defined by the Board of Directors;
financial and accounting control of the Group and of the Companies that are a part thereof;
senior coordination of the operational activities of the different Companies in the Group, whether integrated or not in business areas;
launching of new businesses and monitoring them until they are implemented and integrated in the respective business areas;
implementation of the management policy of human resources defined for the top-level management of the entire Group.
In 2025, the Managing Committee held meetings regularly for the exercise of its competences having been drawn up minutes of the meetings, which were sent to the Chairman of the Board of Directors and to the Company's Secretary.
The Regulation of the Managing Committee is available on the Company's website, through the link mentioned in point 61. ("Relevant Addresses").
Ethics Committee
The Ethics Committee of Jerónimo Martins is composed of three to five members appointed by the Board of Directors. Since 24th April 2025 it is composed by Jaroslaw Sobczyk, Ana Cristina Silva, Dominik Wolski, Pedro Antunes and Pedro Maya. The mission of the Ethics Committee is to provide independent supervision of the disclosure of and compliance with the Group's Code of Conduct in all the Companies of the Group.
The duties of the Ethics Committee include: i) establishing the channels of communication with the addressees of the Jerónimo Martins Group Code of Conduct and gathering such information as may be addressed to it in this connection; ii) ensuring the existence of an adequate system of internal control of compliance with the Jerónimo Martins Group Code of Conduct and with the appraisal of the recommendations stemming from such control; iii) appraising such issues as may be submitted to it by the Board of Directors, by the Audit Committee or by the Committee on Corporate Governance and Corporate Responsibility (CCGCR) within the scope of compliance with the Code of Conduct; iv) proposing to the Board of Directors or to CCGCR the adoption of such measures as it may deem fit in this connection, including a review of internal procedures and alterations to the Jerónimo Martins Group Code of Conduct;
v) drawing up an annual report on its activities to be presented to the Committee on Corporate Governance and Corporate Responsibility; and vi) to ensure the receipt and follow-up of the reports of any irregularities embodying the violation of the Jerónimo Martins Group Code of Conduct or violations of any rules provided in the law applicable in the countries where the Company and the Companies which make part of it operate, without prejudice to the availability of autonomous reporting channels in subsidiary companies obliged to do so (Pingo Doce, Distribuição Alimentar, S.A., Recheio Cash & Carry, S.A., JMR -Prestação de Serviços para a Distribuição, S.A., and Lidosol II - Distribuição de Produtos Alimentares, S.A.), under the terms of the law.
The Ethics Committee reports functionally to the CCGCR, which has responsibilities in the fields of corporate governance, social responsibility, environment and ethics, including those related to the internal codes of ethics and of conduct. The minutes of the meetings held in 2024 for the exercise of its competences were drawn up.
The Regulation of the Ethics Committee is available on the Company's website, through the link mentioned in point 61 ("Relevant Addresses").
Internal Control Committee
The Internal Control Committee (ICC), appointed by the Board of Directors and reporting to the Audit Committee, is specifically responsible for evaluating the quality and reliability of the internal control system and the process of preparing financial statements, as well as for evaluating the quality of the monitoring process in force in Jerónimo Martins' Companies, with a view to ensuring compliance with the laws and regulations to which they are subject. In performing this latter task, the ICC must obtain regular information on the legal and fiscal contingencies that affect the Companies of the Group.
The ICC meets monthly, as a general rule, for the exercise of its competences, having been drawn up minutes of such meetings. It is composed of a Chairman (Alan Johnson) and four members (Gonçalo
Borges, Henrique Soares dos Santos, Jorge Santos Dias and José Vitorino). None of the members is an executive director of the Company.
In 2025, the ICC continued its activities of supervision and evaluation of risks and critical processes, analysing the reports prepared by the Internal Audit department. As a representative of the External Audit team is invited to attend these meetings, the Committee is also informed of the conclusions of the external audit work that takes place during the year.
The Regulation of the ICC is available on the Company's website, through the link mentioned in point 61. ("Relevant Addresses").
Subsection III - Supervision - (Audit Committee)- Composition
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Details of the Supervisory Board (Audit Committee) Representing the Model Adopted
The supervisory board of the Company is the Audit Committee, consequence of the anglo-saxon governance model adopted.
Under the terms of the respective regulation, according to an updated interpretation (in light of the provisions of Article 66.º-B of the Commercial Companies Code and Article 9.º of the Civil Code), in addition to the powers attributed to it by law, the Audit Committee is responsible for the following:
monitoring the preparation and disclosure of financial information and corporate sustainability reporting;
monitoring the effectiveness of internal control systems, internal auditing and risk management. For this purpose, they may work with the ICC, which shall report to them regularly on their work, pointing out situations that should be analysed by the Audit Committee;
evaluating the external audit on a regular basis;
approving activity plans in the area of risk management and following up on their execution, proceeding with the assessment of the recommendations resulting from the audit actions and the revisions of the procedures undertaken;
looking after the existence of an adequate internal risk management system for the companies of which Jerónimo Martins is holder of shares or quotas, ensuring full compliance with its objectives;
approving internal audit activity programmes, which respective department functionally reports to it, as well as of the external audit;
selecting, as proposed by the Managing Committee, the service provider for the external audit;
monitoring the legal accounts audit services and the audit works of the corporate sustainability reporting;
assessing and monitoring the independence of the Statutory Auditor, especially when it performs additional services for the Company.
Under the terms of the law and the procedure described below in points 89. and 91., the Audit Committee is responsible for assessing whether any existing transactions with related parties were carried out within the scope of the current activity of the Company and/or its subsidiaries and under market conditions. The Audit Committee is also responsible for, whenever necessary, to issue its prior opinion on any transactions with related parties or transactions that may generate conflicts of interest.
The Audit Committee, for the adequate performance of its duties, requests and appraises all the management information deemed necessary. In addition, it has unrestricted access to the documentation produced by the auditors of the Company, having the possibility to request any information from them it deems necessary and being the first recipient of the final reports prepared by the external auditors.
Within the scope of its attributions in terms of monitoring the legal accounts audit services, and the statutory auditor, the Audit Committee shall propose to the competent body the dismissal of the former, or the termination of the contract for the provision of services entered into, should there be just cause.
In 2025, the Audit Committee once again paid particular attention to financial risk management, having issued a favorable opinion on the update of the Group's Financial Risk Policy, which was subsequently
approved by the Board of Directors. It also focused on the evolution of the main pending legal and tax proceedings, on the plan and activity of the Internal Audit Department, as well as on other internal control activities, highlighting those related to Finance, Information Security, and Risk Management, including Insurance. The Committee also gave special attention to the plan and the external audit work carried out throughout the year, which includes the review of non-financial information in accordance with the European Sustainability Reporting Standards (ESRS), and prepared the proposal for the appointment of the new Statutory Auditor, which was approved at the General Shareholders' Meeting held in April 2025.
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Composition of the Audit Committee, With Details of the Articles of Association's Minimum and Maximum Number of Members, Duration of Term of Office, Number of Effective Members, Date of First Appointment, Date of End of the Term of Office for Each Member. Diversity Policy.
According to the Articles of Association, the Audit Committee is comprised of three members of the Board of Directors, one of whom will be its Chairman.
The members of the Audit Committee are appointed by the General Shareholder's Meeting to terms of three years, simultaneously with the members of the Board of Directors, and the lists of proposed members of the latter body must indicate those that are intended to form the Audit Committee. The members of the Audit Committee cannot perform executive roles in the Company.
The composition of the Audit Committee, during 2025, was the following:
Elizabeth Ann Bastoni
Chair of the Audit Committee (as from 24th April 2025)
First appointment on 11th April 2019
Expiry of the term of office on 31st December 2024
António Domingues
First appointment on 24th April 2024
Expiry of the term of office on 31st December 2027
Sérgio Tavares Rebelo
First appointment on 10th April 2013
Chairman of the Audit Committee between 2016 and 2022
Expiry of the term of office on 31st December 2024
***
Clara Christina Streit
Chair of the Audit Committee (until 24th April 2025)
First appointment on 14th April 2016
Expiry of the term of office on 31st December 2024. In office until 24th April 2025
The Company considers the number of members of the Audit Committee to be suitable, taking into account that it constitutes about one third of the Non-executive Directors of the Company, and the powers that are attributed to it, described in point 30., thus allowing it to efficiently ensure the functions that are attributed to it, taking into account the size of the Company and the risks inherent to its activity.
Diversity Policy
In this regard it is applicable what is stated in point 16.
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Details of the Members of the Audit Committee, Which are Considered to be Independent Pursuant to Art. 414/5 CSC
Each member of the Audit Committee complies with the rules of incompatibility laid down in paragraph 1 of Art. 414-A CCC, except that provided for in sub-paragraph b). António Domingues, and Elizabeth Ann Bastoni comply with the independence criteria foreseen in Art. 414, number 5 CCC. Clara Christina Streit also complied, until the date of termination of her duties on 24th April 2025, with the aforementioned incompatibility regime and independence criteria.
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Professional Qualifications of each Member of the Audit Committee and Other Important Curricular Information
The professional qualifications of the members of the Audit Committee are those described in point 19.
("Professional Qualifications of the Members of the Board of Directors").
Additionally, reference should be made to the fact that the vast experience of the members of the Committee in corporate body positions, as well as to their special technical merit in this particular matter, have created particular added value for the Company.
The Chair of the Audit Committee, Elizabeth Ann Bastoni holds a BA degree with a concentration in Accounting from Providence College and a degree in French Civilization studies from the Sorbonne University in Paris, having started her career in 1989, in Paris, in the international tax practice of KPMG, where she held various positions, including senior manager of business development. Subsequently, she held several important positions in the human resources field at leading companies in Europe. Her academic training, her extensive professional experience, ensure her a special competence for the assignment as Chair of the Company's supervisory body.
***
Clara Christina Streit holds a Masters in Business Administration from the University of St. Gallen, Switzerland, having started her career at McKinsey & Company as a consultant, having ceased her collaboration with that company in 2012 as a senior partner, after more than 20 years of experience as an adviser to financial institutions. She is currently an independent non-executive director of several European companies. Her academic training, her extensive professional experience, namely in matters of control and supervision, and her keen critical and analytical sense, ensured her a special competence for the assignment as Chair of the Company's supervisory body until 24th April 2025.
- Functioning
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Availability and Place Where the Rules On The Functioning of the Audit Committee May Be Viewed
The Regulation of the Audit Committee is available on the Company's website, through the link mentioned in point 61. ("Relevant Addresses").
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The Number of Meetings Held and the Attendance Report for Each Member of The Audit Committee
The Audit Committee meets, at least, once every three months and is responsible for supervising Company management, carrying out the duties attributed by law and by Article Twenty of the Articles of Association.
During 2025 the Audit Committee met six times, and all meetings were duly minuted. The number of annual meetings held by this body is also disclosed on the Company's website, through the link mentioned in point 62. ("Relevant Addresses").
The attendance of each Director at the meetings during the exercise of the respective duties was as follows:
Elizabeth Ann Bastoni
100%
António Domingues 1
100%
Sérgio Rebelo
100%
Clara Christina Streit 2
100%
Only the meetings of the Audit Committee held after 24th April 2025, date of the respective appointment as member of the Audit Committee, were considered.
Only the meetings of the Audit Committee held until 24th April 2025, date of expiry of the term of office, were taken into account
- The Availability of Each Member of the Audit Committee, Indicating the Positions Held Simultaneously in Other Companies Inside and Outside the Group, and Other Relevant Activities Undertaken by Members of These Boards Throughout the Financial Year
The members of the Audit Committee have always been available for the Company's affairs during 2025, having participated in the same when it was necessary or when they considered to be necessary.
The positions held by the members of the Audit Committee in other companies are described in point 26.
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