Remuneration report, approved at the annual general meeting held on April 23, 2026Remuneration report, approved at the annual general meeting held on April 23, 2026 (RemunerationReportJM2025)

Remuneration Report

Remuneration 3

Subsection I - Power to Establish 3

Subsection II - Remuneration Committee 3

Subsection III - Remuneration Structure 5

Subsection IV - Remuneration Disclosure 15

Subsection V - Agreements with Remuneration Implications 20

Subsection VI - Share Allocation and/or Stock Option Plan 20

1. Details of the Powers for Establishing the Remuneration of Corporate Boards, Chief Executive and Directors of the Company

   Within the terms of Article Twenty Nine of the Company's Articles of Association, the remuneration of the statutory bodies is set by the Shareholder's Meeting, or by a Committee nominated by the latter. Within the scope of the latter possibility, the shareholders of Jerónimo Martins decided to nominate the Remuneration Committee to set the remuneration of the members of the statutory bodies.

   The Remuneration Committee is elected for a three-year term, being the present term comprised between years 2025-2027.

   The remuneration of the remaining Company's management is decided by the respective Board.

   ‌Subsection II - Remuneration Committee
2. Composition of the Remuneration Committee, Including Details of Individuals or Legal Persons Recruited to Provide Services to Said Committee and a Statement on the Independence of Each Member and Advisor

   At the General Shareholders' Meeting held on 21st April 2022, Jorge Ponce de Leão (Chairman), Erik Geilenkirchen and Chittaranjan Kuchinad were elected to this Committee, for the term 2022-2024, having remained in office until 24th April 2025.

   At the General Shareholders' Meeting held on 24th April 2025, Jorge Ponce de Leão (Chairman), Erik Geilenkirchen and Kirsty Russell were elected to this Committee, for the term in force.

   None of the members of the Remuneration Committee serves on the Company's Board of Directors, nor do they have a spouse, family member or relative in such a position. They also maintain no relationships with members of the Board of Directors that could compromise their independence or impartiality in the performance of their duties.

   Jorge Ponce de Leão, as outgoing Chair of the Remuneration Committee, was present in the 2025 Annual General Meeting of the Company held on 24th April 2025.

   In 2025, the Remuneration Committee requested that the Company hire specialized consultancy services with the objective to assessing the alignment of remuneration levels and package components of the Group's governing bodies with international market benchmarks that are comparable to the context in which the Group operates. Specifically for the Chaiman of the Board of Directors and Chief Executive Officer, non-executive directors, and members of specialised committees.

   Independence was a mandatory criterion for the selection of consultants. The service providers were required to be free from any conflicts of interest and were not permitted to render other services to the Company or to any entity that is controlled or has a relationship with the Group.

3. Knowledge and Experience in Remuneration Policy Issues by Members of the Remuneration Committee

   The Members of this Committee have extensive knowledge and international experience in management and remuneration policies, which gives them the necessary skills to perform their duties effectively and with due diligence.

   Throughout the year, the members of the Remuneration Committee were, on a regular basis, provided with information by the various companies of the Group regarding their respective business activities. Such information enabled the Committee to assess whether the remuneration policies and strategies in force remained consistent with the Company's competitive positioning in the relevant reference market, within the scope of assessing the individual performance objectives assigned to the CEO of the Company.

   Jorge Ponce de Leão has a Law degree, having worked in the Labor Law area since the beginning of the 70's as external legal advisor, as well as in-house in some Portuguese companies. He worked as Head of Legal and Tax Services (Jerónimo Martins Group - industrial area), and was appointed Member of the Board of Directors of the Company during the 1990's. He also held management duties in the HR area of Radiotelevisão Portuguesa, was CEO of SAIP SGPS and Chairman of the Board of Directors of ANA -Aeroportos de Portugal, and of NAV - Navegação Aérea de Portugal, E.P.E ..

   Erik Geilenkirchen has an academic background in Engineering, having worked for more than 30 years in positions of responsibility both in the Human Resources area and in commercial areas. In Asia Pacific, where he worked for over 15 years, he held the role of CHRO of Royal Ahold Asia and Philips Electronics Asia Pacific, as well as the role of CEO of Philips Domestic Appliances. He was Purchasing Director for Techtronics in Hong Kong before joining the Board of Directors of one of Europe's largest private family-owned companies, owned by the Brenninkmeijer family in Switzerland. He now runs his own software company, IntelligentBoardRoom, and serves on the Advisory Board of EMK Capital, a London-based mid-cap private equity firm.

   Kirsty Russell is a global Human Resources executive with extensive experience in leading people, culture and organizacional transformation at C-suite level. She has driven business growth, M&A integration, restructuring and cultural change across multiple industries. Starting her career in financial services and consulting, she later joined Nokia in 1998, progressing to senior HR roles including Director of Compensation & Benefits and VP of HR Global Practices. Kirsty played a pivotal role in Nokia's turnaround and Microsoft's acquisition, leading the integration of 33,000 employees. In 2016, she became Head of People & Culture at Logitech, advising the CEO and Board on organisational strategy and culture while supporting global growth and leadership development.

   ***

   Chittaranjan Kuchinad has an academic background in statistics (a degree in Statistics/Economics in the University of Bombay, India, and a Masters in Statistics in the Marquette University, United States of America). He has extensive experience in the design and funding of compensation and benefits programs in Europe, Asia/Pacific and Latin America. He started his career as a consultant at Wyatt and at Towers Perrin. He provided services to a broad spectrum of mid-size to large global companies and was the primary consultant to major clients, namely, IBM Asia / Pacific, IBM Latina America, Coca-Cola, Gillette, InchCape and Citibank. He was Director of International Compensation of McDonald's Corporation, Senior Director of Human Resources of Nike, Inc. Asia/Pacific, Executive Vice President of Human Resources and Senior Vice President of Total Pay of Starbucks Coffee Company, Chief People Officer of ASDA (Walmart), of Guess?, Inc., and of Jacobs Douwe Egberts. He has been performing the duties of Chief People Officer of Save The Children. He was a member of the Remuneration Committee between 11th April 2019 and 24th April 2025.

   ‌Subsection III - Remuneration Structure
4. Description of the Remuneration Policy of the Board of Directors and Supervisory Boards

At the Company's General Meeting held on 24 April 2025, the proposal for a new Company's Corporate Bodies Remuneration Policy, presented by the Remuneration Committee was approved, which is set out below.

1. Independence and conflicts of interest

   The Committee maintains and reaffirms, at every moment, its independent nature, being composed only by non-directors appointed by the shareholders. This independence, together with the permanent monitoring of the relevant market benchmarks referred to below and, whenever necessary, the engagement of reputable external consultancy services, constitutes an effective mechanism to prevent any potential conflicts of interest with the members of the corporate bodies concerned.

2. Core principles

   The Remuneration Committee reviewed and gave careful consideration to the principles that govern the remuneration policy of the corporate bodies of the Company. These principles reinforce and highlight those aspects of the remuneration policy that are critical to the sustainability of the Jerónimo Martins business, namely:

   • the international landscape should be the foundation of the benchmark for the corporate bodies' competitive remuneration. It is essential to maintain the ability to attract and retain the best talent in a competitive international context;

   • the alignment of the remuneration of the corporate bodies' members to their responsibilities, their

     availability and their competencies put at the service of the Company;

   • the target competitiveness level, encompassing the total remuneration package (fixed remuneration and variable payments), that should consider the best practices of the reference market1 (e.g., European top executives' market), and the internal remuneration policies;

   • the alignment with the Company employees' remuneration policies and employment conditions is ensured by considering the reference markets and/or other companies with similar strategic positioning (always comparing to equivalent jobs)2 that confer a substantial level of internal equity and adequate external competitiveness;

   • the importance of rewarding the commitment to the Group's overall strategy and to the shareholders' long-term interests, the achievement of superior results and the demonstration of appropriate attitude and behaviours, which is also taken into consideration in the rewarding policies of the Company; and

   • the need to safeguard the overall interests of the Company.

3. Organizational model and remuneration framework

The committee decided to propose to maintain the above-mentioned policy's principles. The proposal considers the legal framework and the existing recommendations, as well as the organizational model adopted by the Board of Directors.

With respect to the organisation of the Board of Directors, the Remuneration Committee has specifically considered the following characteristics:

‌1 Jerónimo Martins ensures the competitiveness of Executive Remuneration and its alignment with prevailing market practices through the regular benchmarking of the Chief Executive Officer's remuneration against the Mercer Executive Remuneration Guidelines (MERG). The peer group adopted for this purpose expressly excludes entities operating in the Banking and Oil & Gas sectors, whose remuneration frameworks differ materially from those of the retail sector, thereby ensuring the relevance and appropriateness of the comparative analysis undertaken. MERG data constitutes a principal reference source for the determination of both fixed and variable remuneration components, supporting conformity with market standards while duly taking into account the individual performance of the Chief Executive Officer and the overall results achieved by the Company.

‌2 This analysis is based on data from the Mercer Executive Remuneration Guidelines (MERG) for comparable roles, assessed in accordance with Mercer's job evaluation methodology, thereby ensuring consistency, objectivity, and accuracy in the role-matching process. In light of the Group's growth in recent years, and applying the aforementioned methodology, the role has been reviewed whenever deemed appropriate, in order to ensure its continued alignment with organisational requirements and prevailing market practices.