Annual Report 2024 - Non-ESEF Version (SEMAPA RU2024 EN NAO ESEF 250521)

‌ANNUAL REPORT

M A K I N I T B E T

ANNUAL REPORT 2024

This document is a translation of a text originally issued in Portuguese. In the event of discrepancies, the Portuguese language version prevails.

G

T E R

Message from the Chairman and CEO

Leading Indicators of the Group 10

OVERVIEW 2024

THE SEMAPA GROUP

PERFORMANCE

SUSTAINABILITY

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1 Annual Report '24

Proposed Allocation of Profits 382

Part I - Information on Capital Structure,

Organization and Corporate Governance 390

Part II - Assessment of Corporate Governance

Annex I - Disclosures Required by

Article 447 of the Companies Code 455

Annex II -Remuneration Policy

PROPOSED ALLOCATION

CONSOLIDATED FINANCIAL

Declaration Required under Article 29-G.1.C) of the Securities Code 461

Consolidated Financial Statements 462

Statutory Auditors' Report and Auditors' Report

Report and Opinion of

the Audit Board

603

Separate Financial Statements 606

Statutory Auditors' Report and Auditors' Report

Report and Opinion of

the Audit Board

OF PROFITS

CORPORATE

GOVERNANCE REPORT

STATEMENTS

SEPARATE FINANCIAL

STATEMENTS

5

‌1

OVERVIEW 2024

‌MESSAGE FROM

THE CHAIRMAN AND CEO

JOSÉ FAY

Chairman of the Board of Directors

RICARDO PIRES

Chairman of the Executive Board (CEO)

Dear Stakeholders,

The year 2024 for the Semapa Group was marked by advances in the execution of the diversification and growth strategy, especially through international expansion and strengthening of exposure to business segments with good prospects that, year after year, are making an increasingly relevant contribution to consolidated revenue.

In this sense, we highlight Navigator's entry into a new geography, the United Kingdom, with the acquisition of Accrol Group Holdings plc, now called Navigator Tissue UK. This operation allowed us to expand our capacity in the Tissue sector, through a company with industrial activity spread across five units, which consolidates the Group's position in the European market, where it is increasingly a reference player.

The year was also marked by growth in key financial indicators, with the Group recording the second-best EBITDA in its history, demonstrating its ability to adapt to a challenging global economic environment while continuing to deliver very positive results.

We would therefore like to thank our most important asset, our 7 150 employees, who with their commitment and dedication led the Group to yet another exceptional year.

Talent is a strategic pillar for the Semapa Group in creating value and, for this reason, last year we reinforced our employee training programs, with several initiatives, including the VitaminAI Program, dedicated to training in Artificial Intelligence, and the Talent Lab program, for young executives at the Semapa Group. In addition, we once again held Making It Better Week, an internal event dedicated to our purpose - Making It Better - this year focused on the themes of investment, innovation and inclusion, and which was marked by the signing, by all the Group's companies, of the Charter for Diversity and Inclusion.

The Semapa Group's growth ambition was evidenced by the amount of investment that totalled 541 million euros in 2024. Navigator led this effort, with the aforementioned investment in Accrol and also with approximately 120 million euros in sustainable investment. Secil, in turn, invested 92 million euros, with emphasis on the completion of the CCL - Clean Cement Line project at the Outão unit, which will allow a 20% reduction in CO2 emissions and an equal increase in energy efficiency, producing 30% of electrical energy through heat recovery from the process itself.

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1 Annual Report '24

ETSA continued with the construction of the new manufacturing facility in Coruche, called ETSA ProHy, focused on the production of a premium range of sustainable products, while Triangle's moved forward with the increase of the highly automated production capacity of e-bike frames.

The year was also very important for Semapa Next, with five new investments in the companies GROPYUS, Constellr, Meisterwerk, located in the DACH region, Ferovinum, in the United Kingdom, and Sonant, located in the USA, having also made follow-on investments in five companies in its portfolio.

Our commitment to innovation and sustainability has been recognized internationally, with Navigator maintaining its "A" rating on CDP Climate Change and once again being included on the A List for Climate.

The company was also honoured as one of the "2025 ESG Industry Top Rated Companies" by Sustainalytics.

For 2025, the Semapa Group will remain focused on identifying growth opportunities, strengthening its presence in strategic markets and accelerating digitalization, innovation and sustainability in its business. It will be a year in which new products will be launched on the market, such as ETSA Prohy and molded cellulose (Navigator), which demonstrates the Group's ability to innovate and adapt its products to market trends. We believe that these new products, which are the result of an organic and inorganic

growth strategy, will contribute to continued portfolio diversification, a path that has already yielded results over the last 3 years with the reduction of the Group's exposure to the UWF segment, from around 55% of the Group's sales in 2021 to around 42% in 2024, despite the sales growth seen in the segment during the period.

The macroeconomic scenario foresees a set of challenges, such as greater protectionism of the American economy through increased tariffs on trade relations between the United States and the rest of the world, in addition to geopolitical conflicts.

Despite this situation, we will continue to be attentive to investment opportunities, as we believe that the portfolio's growth and development strategy, combined with the resilience and talent of our teams, will continue to generate value and growth for the Group, shareholders and employees. Over the last 2 years, nearly 100 inorganic investment opportunities have been analysed, both at the holding company and at the subsidiary level, and we will continue to follow this path of investment and diversification, always guided by clear value creation objectives.

We appreciate the trust of our shareholders, employees and partners.

Together, we will continue to build a promising future under the purpose of Making it Better.

"FOR 2025, THE SEMAPA GROUP WILL REMAIN FOCUSED ON IDENTIFYING GROWTH OPPORTUNITIES,

STRENGTHENING ITS PRESENCE IN STRATEGIC MARKETS AND ACCELERATING DIGITALIZATION, INNOVATION

AND SUSTAINABILITY IN ITS BUSINESS. IT WILL BE A YEAR IN WHICH NEW PRODUCTS WILL BE LAUNCHED ON THE

MARKET, SUCH AS ETSA PROHY AND MOLDED CELLULOSE (NAVIGATOR), WHICH DEMONSTRATES THE GROUP'S

ABILITY TO INNOVATE AND ADAPT ITS PRODUCTS TO MARKET TRENDS."

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‌LEADING INDICATORS OF THE GROUP

OTHER BUSINESS

60.5

CEMENT

700.6

2 849.4M€

Revenue

2 849.4M€

REVENUE

2023: 2 706.3 M€

+5.3%

PULP AND PAPER

2 088.3

OTHER BUSINESS HOLDINGS

702.7M€

EBITDA

2023: 672.1 M€

+4.6%

4.1 -9.8

CEMENT

161.6

702.7M€

EBITDA

EBITDA MARGIN

24.7%

2023: 24.8%

PULP AND PAPER

546.8

NET PROFIT ATTRIBUTABLE TO

SHAREHOLDERS

232.7M€

2023: 244.5 M€

-4.8%

353.2M€

FIXED ASSETS

INVESTMENT IN TANGIBLE

2023: 285.1 M€

+23.9%

OTHER BUSINESS HOLDINGS

CEMENT

68.8

353.2M€*

Investment

18.3 0.1

PULP AND PAPER

266.0

* Includes acquisitions made through business combinations

10

WORK ACCIDENTS

(per 1 000 000 hours)

15.4

RENEWABLE ENERGY CONSUMPTION

(%total energy consumption)

59%

No. HOURS OF TRAINING/

EMPLOYEE

52.9

1 Annual Report '24

OTHER BUSINESS

591

HOLDINGS

EMPLOYEES

No. OF

7 150

+9.2%

2023: 6 549

43

7 150

No. of employees

CEMENT

2 565

PULP AND PAPER

3 951

KG CO2PER

T/CEMENT

vs. 1990 emissions

-8.6%

Secil

2020

61%

2021

63%

2022

65%

2023

68%

2024

% NATIONAL CERTIFIED

73%

WOOD

Navigator

2023: 68%

73%

% of national certified wood received in Navigator's industrial complexes

INTEREST-BEARING

1 091.7M€

NET DEBT

2023: 1012.0 M€

+7.9%

BEKP Pulp 3 1. 61 MtAD

Paper & Packaging

2 1.60 Mt

Cement 8 10.28 Mt

HOLDINGS

149.4

OTHER BUSINESS

19.3

CEMENT

305.7

1091.7M€

Interest-bearing net debt

PULP AND PAPER

617.3

11

BUSINESS INDICATORS

Note: 2024 dividends per share refers to the proposed allocation of profit presented in this report to be paid in 2025.

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2

THE SEMAPA GROUP

‌CONTENTS

2.1 SEMAPA IDENTITY

PURPOSE AND VALUES 18

WHO WE ARE 20

WHAT WE DO 21

WHERE WE ARE 22

2.2 STRATEGIC LINES

INVESTMENT STRATEGY 24

INVESTMENT CRITERIA 25

2.3 INNOVATION

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2.4 GOVERNANCE MODEL

CORPORATE BODIES 30

BOARD OF DIRECTORS 31

EXECUTIVE OFFICERS COMMITTEE 33

2.5 STRATEGIC RISK MANAGEMENT

17

‌ 2.1

SEMAPA

IDENTITY

PURPOSE AND VALUES

PURPOSE

MAKING IT BETTER

We are an investment company dedicated to sustain growth and to long-term value creation. Our starting point is a profound respect for our legacy, but always keeping our eyes on the future. We understand that only this way can

we attract the best talent to build a strong and diversified portfolio of companies.

Our goal is to have a positive impact on individuals, the community, the environment, and the future. To achieve this, we work as one, combining forces to make things happen.

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1 Annual Report '24

SEMAPA VALUES

Integrity, ethics and honesty are non-negotiable principles in Semapa's way of being and operating. Ыey are present in all operations and businesses within our Group, anywhere the world where have a presence, ensuring compliance with

legislation and with the commitments made to all our stakeholders.

Our mode of operation is characterised by:

• Simplicity, proximity and discretion;

• Social and environmental awareness;

• Orientation to action;

• Continuous improvement with innovation and entrepreneurship.

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‌WHO WE ARE

One of the biggest Portuguese industrial groups with a presence in

4 CONTINENTS

PORTFOLIO

that includes Pulp and Paper, Cement and Other Building Materials, Environment, Mobility, Venture Capital and Hydrogen for Energy Efficiency and Decarbonization

Listed on

EURONEXT LISBON (PSI)

since 1995

Family

QUEIROZ PEREIRA

Reference investor

Professional, experienced and diversified

MANAGEMENT

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2 Annual Report '24

‌WHAT WE DO

NAVIGATOR

PULP AND PAPER

70.03%

SECIL

CEMENT AND OTHER

BUILDING MATERIALS

100%*

ETSA

ENVIRONMENT

100%*

% de capital

TRIANGLE'S

MOBILITY

100%

SEMAPA NEXT

VENTURE CAPITAL

100%

UTIS

HYDROGEN FOR ENERGY EFFICIENCY

AND DECARBONIZATION

50%

* Approximate value

21

‌WHERE WE ARE

10 09

11

14

12

13

15

02

06

22 21 23

24

25

26

08

27

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30

03

31

16 04

17

18 05

19 06

28

01 29

33

32 20 07

1. Blackburn Plant

2. Flint Plant

3. Leicester Plant

4. Bridgewater Plant

5. Terneuzen Terminal

6. Vigo Terminal

7. Maceira-Liz Plant

8. Cal Maceira Plant

9. Cibra-Pataias Plant

10. Lisboa Office

11. Secil-Outão Plant

12. Gabès Plant

13. Funchal Terminal

14. Sibline Plant

15. Praia Terminal

16. Lobito Plant

17. Adrianópolis PR Plant

18. Pomerode SC Plant

ENVIRONMENT

ETSA

38 Coruche Plant

29 Santo Antão do Tojal Plant

30 Vila Nova de Famalicão Plant

MOBILITY

TRIANGLE'S

31 Águeda Plant

VENTURE CAPITAL

SEMAPA NEXT

32 Lisboa Office

33 São Domingos de Rana Plant

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‌2.2

STRATEGIC

LINES

Semapa is an investment holding focused on long-term value creation, supported by ambition and innovation.

We seek to add value to our portfolio companies, contributing to its sustainable growth.

INVESTMENT STRATEGY

Semapa aims to expand and diversify its portfolio of companies. For this purpose, it is actively looking for new investment opportunities, which allow long-term value creation, combining strong growth potential and a positive contribution to the environment and to communities.

In the coming investment cycle, Semapa will strengthen its portfolio, targeting investments up to EUR 500 million, in Portuguese or European companies that would benefit from the Group's competences to support their development.

Semapa will target controlling or shared control participations as this strategy excludes investments in minority stakes of a merely financial character.

The target companies should already have a relevant dimension or a high potential in their market and visible perspectives for growth, stemming from a privileged and defensible competitive position. Every investment should offer an attractive return for Semapa and a positive impact on society and on the environment.

Some of the sectors considered on the investment strategy (non-exhaustive list):

• Sustainable solutions in the packaging sector;

• Energy transition and efficiency;

• Sustainable fine chemistry;

• Industrial companies with a strong exports profile.

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‌INVESTMENT CRITERIA

Relevant dimension in their market

Robust competitive advantages that translate into an above-average profitability

Potential to gain scale and internationalize

Strong exporting capacity Positive contribution to the

environment and to society

OUR VALUE PROPOSITION

Built upon a privileged foundation, boasting a legacy and a robust portfolio of companies, Semapa leverages its experience alongside renewed ambition to fortify a winning portfolio that is future-proof and promises a positive impact for future generations.

Our aim is to assist promising companies in unlocking their potential and become excellent ones generating financial, social, and human value.

Semapa Group value proposition centres around four fundamental pillars, to which we are fully committed:

TALENT

STRATEGY

Selection, appreciation,

and recruitment of key-functions

Definition, monitoring, and coordination of strategic plans

Management of the implementation of strategic initiatives

INDUSTRIAL KNOW-HOW

INTERNATIONALIZATION

KNOW-HOW

Experience, resources and access to clients, markets, and commodities

Identification and penetration in key markets, experience in B2B relations, logistical management, and creation of an international network

of customers and suppliers

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‌2.3 INNOVATION

INNOVATION IN THE SEMAPA GROUP: STRATEGY, ORGANIZATION AND RESULTS

Innovation plays a fundamental strategic role in the long-term vision of the Semapa Group. With a focus on creating sustainable value, investing in talent and promoting innovation, an essential driver for the sustained growth and competitiveness of the Group's companies.

GOVERNANCE AND ORGANIZATION

The innovation governance structure at the Semapa Group was strengthened in 2024 with the consolidation of the Innovation Forum, a space dedicated to strategic and operational alignment between the Group's companies. During this period, the Forum developed two important projects:

1. Innovation Playbook: This document created a common language, based on the core, adjacent and transformational typologies, defined the main evaluation KPIs and structured an innovation model aligned with the group's objectives.

2. Innovation Report: Based on the KPIs defined in the Innovation Playbook, this report was based on the data collected throughout the year, allowing greater visibility on the Group's investments in innovation.

The main objective of these initiatives was to analyse the status of the Group's companies, create a common database and align the teams around a clear process.

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2 Annual Report '24

2024 HIGHLIGHTS

In 2024, important steps were taken in internal alignment and in the creation of tools and processes that support strategic decisions based on data. This approach reflects Semapa's commitment to keeping innovation at the heart of its vision for the future, ensuring competitiveness and resilience in the long term.

Over the past year, Semapa has visited all of the Group's companies with a view to promoting synergies and sharing best practices. Participation in national and international conferences and events has consolidated Semapa's role in the innovation ecosystem, while fostering collaborations with universities, start-ups and research centres.

The efforts made have made it possible to strengthen innovation as an integral part of the Group's strategy, preparing companies to respond to market challenges in an agile and efficient manner.

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‌2.4

GOVERNANCE

MODEL

Represents all shareholders and their resolutions

Audits and certifies the statutory accounts, besides other powers

in the law

3 members, with

2 independentes

Oversees the management of the company, besides other powers in the law and in the articles of association

3 independent members Draws up the remuneration policy for the board of directors and the audit board, and analyses and sets the directors' remunerations

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2 Annual Report '24

8 members, with 1 independent member

Manages the company's business

3 members, with

1. independent director

   Identifies and monitors the significant risks in the company's operations

   EXECUTIVE COMMITTEE

1. members

   Executive management body exercises the powers delegated to it by the board of directors

2. members, with

   1 non-executive director Supervises compliance with legal, regulatory and statutory provisions applicable to corporate governance,

   and fosters discussion and improvement of the corporate governance model

   EXECUTIVE OFFICERS COMMITTEE

5 members, including the members of the executive committee

Assists the executive committee in the exercise of its duties

6 members, with

1. non-executive directors

Makes recommendations and delivers advise on appointments and evaluations

1 member

Responds to requests and provides information to shareholders and stakeholders

1 member

Appointed by the board of directors and has the powers defined in the law

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‌CORPORATE BODIES

BOARD OF DIRECTORS

CHAIRMAN

José Antônio do Prado Fay

FULL MEMBERS

Ricardo Miguel dos Santos Pacheco Pires Vítor Paulo Paranhos Pereira

Filipa Mendes de Almeida de Queiroz Pereira Mafalda Mendes de Almeida de Queiroz Pereira Lua Mónica Mendes de Almeida de Queiroz Pereira António Pedro de Carvalho Viana-Baptista

Paulo José Lameiras Martins

EXECUTIVE BOARD

CHAIRMAN (CEO)

Ricardo Miguel dos Santos Pacheco Pires

FULL MEMBERS

Vítor Paulo Paranhos Pereira (CFO)

REMUNERATION COMMITTEE CHAIRMAN

Maria Eduarda Faria e Maia de Oliveira Luna Pais

MEMBERS

João do Passo Vicente Ribeiro

Carlota Infante da Câmara Albergaria Caldeira

GENERAL MEETING

CHAIRMAN

Rui Manuel Pinto Duarte

SECRETARY

Luís Nuno Pessoa Ferreira Gaspar

AUDIT BOARD

CHAIRMAN

José Manuel de Oliveira Vitorino

FULL MEMBERS

Gonçalo Nuno Palha Gaio Picão Caldeira Maria da Luz Gonçalves de Andrade Campos

ALTERNATE MEMBER

Marta Isabel Guardalino da Silva Penetra

STATUTORY AUDITOR

FULL MEMBER

KPMG & Associados - Sociedade de Revisores Oficiais de Contas, S.A., represented by Paulo Alexandre Martins Quintas Paixão

ALTERNATE MEMBER

Vítor Manuel da Cunha Ribeirinho

COMPANY SECRETARY

FULL MEMBER

Rui Tiago Trindade Ramos Gouveia

ALTERNATE MEMBER

Joana Esperança Fernandes Lopes Luís

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