Annual Report 2025 - Non ESEF Version (SEMAPA RA 2025 EN)

ANNUAL REPORT

Contents

1. 2025 OVERVIEW

   Joint Message 6

   Leading Indicators of the Group 8

2. THE SEMAPA GROUP

   1. Semapa Identity 12

   2. Strategic Lines 17

   3. Innovation 19

   4. Governance Model 21

   5. Strategic Risk Management 26

3

BUSINESS PERFORMANCE

1. SUSTAINABILITY

   1. Summary of Semapa Group's Activity

   2. Performance of the Semapa Group's Business Units

   3. Semapa Group Financial Area

   4. Stock market performance

   5. Future outlook

   6. Subsequent Events

   1. Sustainability Statement

      - Non-Financial Statement

   2. Additional Sustainability Disclosure

35

40

61

63

65

68

72

322

3

5

PROPOSED ALLOCATION OF PROFIT

Proposed Allocation of Profit 391

6

CORPORATE GOVERNANCE REPORT

7

CONSOLIDATED FINANCIAL STATEMENTS

8

SEPARATE FINANCIAL STATEMENTS

Part I- Information on Capital structure, Organization and Corporate Governance

Part II - Assessment of Corporate Governance

Annex - I Disclosures required by Article 447 of the Commercial Companies Code

Annex II - Remuneration Policy

Statement required under Article 29-G (1)(c)of the Portuguese Securities Code

Consolidated Financial Statements

Statutory Auditors' Report and Auditors' Report Report and Opinion of the Audit Board

Separate Financial Statements

Statutory Auditors' Report and Auditors' Report Report and Opinion of the Audit Board

396

451

458

459

464

465

616

625

628

694

700

4

‌1. 2025 Overview

5

1

2

3 4 5 6 7 8

‌Message from the Chairman and CEO

Dear Shareholders, Employees and Partners,

The year 2025 will stand out as one of the most transformative in Semapa's recent history. Against a particularly demanding and volatile international environment, the Group once again demonstrated its adaptability, strategic vision and disciplined execution, taking highly significant steps towards the delivery of its long-term ambition.

Alongside our continued investment in the business, we strengthened our international presence, accelerated the diversification of our portfolio and maintained a clear focus on the creation of sustainable value for all our stakeholders.

In a year marked by considerable challenges, it was above all our people who made the difference. We would therefore like to extend our sincere recognition to our employees, whose dedication, expertise and commitment to execution were instrumental in supporting another year of progress and development across the Semapa Group.

José Fay

Chairman of the Board of Directors

Among the year's defining milestones was the announcement, in December, of the sale of our entire stake in Secil for an enterprise value of €1.4 billion, a transaction that was completed in March 2026. This transaction represents a historic milestone for Semapa and clearly reflects our active approach to portfolio management: building, developing and enhancing businesses with a longterm perspective, while taking the right strategic decisions at the right time. It is a move that materially strengthens the Group's financial position, crystallises value for shareholders and creates the conditions for a new phase of investment and growth focused on the areas we have identified as priorities for Semapa's future.

2025 was also a particularly important year in affirming Semapa's role as a direct international investor. In July, we completed the acquisition of Imedexa, in Spain, the European leader in the design and manufacture of metallic structures for electricity transmission and distribution infrastructure. This investment, Semapa's first direct acquisition outside Portugal, marks a significant step in the diversification of our portfolio, adding a business with a strong industrial position, exposure to highly favourable structural trends and compelling growth prospects across European and international markets.

Ricardo Pires

Chief Executive Director (CEO)

1

2 3 4 5 6 7 8

Performance in the Other Businesses was also encouraging. ETSA further strengthened its growth trajectory through the acquisition of Barna, in Spain, expanding its operations into a new geography and a new business segment, fish rendering. This transaction, together with the inauguration of the ETSA ProHy unit in Coruche, demonstrates the company's ability to grow, innovate and strengthen its position in higher value-added segments. Triangle's also continued to expand its capacity under the project being implemented through the PRR, contributing to the further strengthening of the Group's industrial base.

While 2025 was, in many respects, a year of strategic decisions and expansion, it was also a particularly demanding year for some of our core businesses. Navigator operated in one of the most challenging market environments seen in recent years in the pulp and paper industry, with significant pressure on pulp and paper prices having a material impact on results. Even so, the company once again demonstrated operational resilience, cost discipline and adaptability, while maintaining its focus on efficiency, innovation and the execution of its diversification strategy. It is particularly noteworthy that the Tissue and Packaging segments now account for more than 30% of Navigator's revenue and EBITDA, reinforcing the resilience and optionality of its business model.

Against this challenging global backdrop, the Semapa Group delivered net income attributable to shareholders of €156.6 million in 2025. Consolidated revenue reached €2,114.9 million and consolidated EBITDA totalled €381.2 million.

These results reflect, on the one hand, the removal of Secil's contribution and the significant downturn recorded at Navigator and, on the other, the growing contribution of the Other Businesses. The year was also marked by the maintenance of a robust level of investment, underscoring our confidence in future growth opportunities and in Semapa's ability to continue building new platforms for value creation, while further enhancing the efficiency and positive environmental impact of those already in place.

Across the strategic pillars of talent, innovation and sustainability, 2025 saw a clear strengthening of our commitment. We continued to invest in the development of our people, promoting Group-wide initiatives and reinforcing talent as an absolute priority. We also advanced our corporate innovation agenda, including the development of the Corporate Venture Studio, among other initiatives, while maintaining a high level of ambition in sustainability. In this regard, particular note should be made of the international recognition once again awarded to Navigator, which achieved the highest "A" rating in both the CDP Climate Change and CDP Forests questionnaires. These achievements confirm that the growth we seek for Semapa is measured not only in scale and results, but also in the quality, resilience, responsibility and positive impact with which it is delivered.

We enter 2026 with confidence, a strong sense of responsibility and renewed ambition, while maintaining a very clear focus on operational execution in what remains a demanding environment. The external context continues to be shaped by geopolitical tensions, economic uncertainty, increasing volatility and a more fragmented international trading landscape. We are convinced that Semapa is today stronger, more focused and better prepared to meet the challenges ahead. With a solid financial base, highly capable teams and a culture defined by high standards and disciplined execution, we will continue to work to optimise and enhance our existing holdings, while identifying new opportunities for development and growth, always with a clear focus on the generation of sustainable and lasting value.

To all those who contribute to this journey, shareholders, employees, customers, partners and other stakeholders, we extend our deepest appreciation for your trust, commitment and dedication. It is with this shared confidence that we will continue to build Semapa's future, certain that ambition, combined with discipline and the quality of our teams, will remain a powerful driver of value creation.

"Among the year's defining milestones was the announcement, in December, of the sale of our entire stake in Secil for an enterprise value of €1.4 billion, a transaction that was completed in March 2026. This transaction represents a historic milestone for Semapa and clearly reflects our active approach to portfolio management: building, developing and enhancing businesses with a long-term perspective, while taking the right strategic decisions at the right time."

‌Key Performance Indicators for the Group

OTHER BUSINESSES 145.2

NUMBER OF HOURS OF

WORK-RELATED ACCIDENTS (PER 1,000,000 HOURS)

21.3

2024: 13.6

RENEWABLE ENERGY CONSUMPTION (% OF TOTAL ENERGY CONSUMPTION)

58%

CEMENT 751.3

2,114.9M€(1)

Turnover

REVENUE

2,114.9M€ (1)

2024: 2,148.8 M€

-1.6%

TRAINING / EMPLOYEE

50.9

2024: 54.9

OTHER BUSINESSES 1413

HOLDINGS 42

NUMBER OF EMPLOYEES

PULP AND PAPER 1,969.8

HOLDINGS OTHER BUSINESSES

BEKP pulp 1.6 Mt

8,277

No of Employees

8,277

2024: 7,173

-7.1

12.6

EBITDA

381.2M€

UWF paper 1.6 Mt

CEMENT 2,890

PULP AND PAPER 3,932

+15.4%

EBITDA MARGIN (1)

18.0%

381.2M€(1)

EBITDA

2024: 537.1 M€

-29.0%

(1)

2021

2022 2023 2024

2025

73%

79%

% NATIONAL CERTIFIED

2024: 25.0%

NET PROFIT

ATTRIBUTABLE TO SHAREHOLDERS

(1)

156.6M€

2024: 232.7 M€

-32.7%

PULP AND PAPER 375.7

OTHER BUSINESSES 18.1

228.9M€(2)

Investments

PULP AND PAPER 210.8

INVESTMENT

IN TANGIBLE FIXED ASSETS

228.9M€ (2)

2024: 258.8 M€

-11.6%

63% 65% 68%

% of certified domestic wood received at Navigator's industrial complexes

HOLDINGS 263.4

OTHER

1,006.1M€(1)

WOOD

79%

2024: 73%

Navigator

INTEREST-BEARING NET DEBT 1,006.1M€ (1)

1. Following the execution, on December 19, 2025, of the share purchase agreement between Semapa and Cementos Molins, regarding the sale of the entire share capital of Secil, in accordance with IFRS 5, all of Secil's assets and liabilities are presented in the consolidated financial position statement under separate line items for assets and liabilities held for sale. The net profit of its financial performance for 2025 is presented separately in the consolidated statement of income as net income from discontinued operations; for this purpose, and in accordance with IFRS 5, the financial information for 2024 has been restated to ensure comparability of the financial information presented.

2. Includes 30.2 M€ in acquisitions made through business combinations

BUSINESSES 39.1

Interest-bearing net

debt

PULP AND PAPER 703.6

2024: 1,091.7 M€

-7.8%

8

1

2 3 4 5 6 7 8

ECONOMIC AND FINANCIAL INDICATORS

Following the execution, on 19 December 2025, of the share purchase agreement between Semapa and Cementos Molins regarding the sale of the entire share capital of Secil, and in accordance with IFRS 5, all of Secil's assets and liabilities are presented in the consolidated statement of financial position under separate line items for assets and liabilities held for sale. The net profit from its financial performance for 2025 is presented separately in the consolidated statement of income as net profit from discontinued operations; for this purpose, and in accordance with IFRS 5, the financial information for 2024 has been restated to ensure the comparability of the financial information presented.

Note: 2025 dividends per share refers to the proposed allocation of profit presented in this report to be paid in 2026.

9

1. ‌Semapa Group

   10

   
   
   

   2

   1 3 4 5 6 7 8

   Contents

   1. SEMAPA IDENTITY 12

      Purpose and Values 12

      Who We Are 14

      What We Do 15

      Where We Are 16

   2. STRATEGIC GUIDELINES 17

      Investment Strategy 17

      Investment Criteria 18

   3. INNOVATION 19
   4. GOVERNANCE MODEL 21

      Governing Bodies 22

      Board of Directors 23

      Executive Management Committee 25

   5. STRATEGIC RISK MANAGEMENT 26

      11

      
      
      

      2

      1 3 4 5 6 7 8

      ‌2.1

      Semapa Identity

      ‌Purpose and Values

      GRI 2.23

      Purpose

      MAKING IT BETTER

      We are an investment company dedicated to sustained 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 know that this is the only way we can attract the best talent to build a diversified portfolio of excellence.

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

      12

      
      
      

      2

      1 3 4 5 6 7 8

      Semapa Values

      Integrity, ethics, and honesty are non-negotiable principles that define Semapa's character and conduct. They are present in all of our Group's operations and business activities, wherever we operate around the world, ensuring compliance with legislation and with the commitments made to all our stakeholders.

      Our approach is characterized by:

      • Simplicity, approachability, and discretion;

      • Social and environmental awareness;

      • Action-oriented focus;

      • Continuous improvement through innovation and entrepreneurship.

      13

      
      
      

      2

      1 3 4 5 6 7 8

      ‌Who We Are

      One of Portugal's largest industrial groups with a presence on

      4 CONTINENTS

      PORTFOLIO

      that includes Pulp and Paper, Cements and Other Construction Materials, Energy Transition, Environment, Mobility, Venture Capital, and Hydrogen for Energy Efficiency and Decarbonization

      Listed since 1995 on EURONEXT LISBON (PSI)

      Family

      QUEIROZ PEREIRA

      Key investor

      MANAGEMENT

      Professional, experienced, and diversified

      14

      
      
      

      2

      1 3 4 5 6 7 8

      ‌What We Do

      70.03%

      Navigator PULP AND PAPER

      Secil

      CEMENTS AND OTHER CONSTRUCTION MATERIALS 100%*

      100%

      Imedexa ENERGY TRANSITION

      ETSA

      ENVIRONMENT 100%*

      100%

      Triangle's MOBILITY Semapa Next

      VENTURE CAPITAL 100%

      UTIS

      HYDROGEN FOR ENERGY EFFICIENCY AND DECARBONIZATION

      50%

      * Estimated amount

      15

      
      
      

      30

      36

      ‌Where We Are 03

      04

      16

      17

      11 10 09

      12

      14

      13

      18 05

      19 06

      28

      15 31

      35

      02

      06 23

      22 21

      01 29

      38

      37 20 07

      33 34

      32

      24

      25

      26

      27 08

      HOLDING SEMAPA

      1. Lisbon Office

         NAVIGATOR PULP AND PAPER

      2. Ejea de los Caballeros Tissue Plant

      3. Aveiro Plant

      4. Figueira da Foz Plant 05 Vila Velha de Rodão Tissue Plant

      1. Lisbon Office

      2. Setúbal Plant

      3. Maputo Office

      4. Leyland Plant

      1. Blackburn Plant

      2. Flint Plant

      3. Leicester Plant

      4. Bridgewater Plant

         CEMENT - SECIL

      5. Terneuzen Terminal

      6. Vigo Terminal

      7. Maceira-Liz Plant

      8. Maceira Lime Plant

      9. Cibra-Pataias Plant

      10. Lisbon 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

      19. Coruche Plant

      20. Santo Antão do Tojal Plant

      21. Vila Nova de Famalicão Plant

      22. Mundaka Plant (Basque Country)

      23. Tarifa Plant (Andalusia)

          ENERGY TRANSITION

          IMEDEXA

      24. Casar de Cáceres, Cáceres (Headquarters): Headquarters and production unit

      25. Santiago del Campo, Cáceres: Production unit 35 Medina del Campo, Valladolid: Production unit

      MOBILITY TRIANGLE' S

      1. Águeda Plant

         VENTURE CAPITAL SEMAPA NEXT

      2. Lisbon Office

         ENERGY EFFICIENCY UTIS

      3. São Domingos de Rana Plant

      16

      
      
      

      2

      1
      
      

      ‌2.2

      3 4 5 6 7 8

      Strategic Guidelines

      We are an investment holding company focused on long-term value creation, underpinned by the talent of our team, our ambition and our commitment to innovation.

      We build close partnerships with our portfolio companies and foster value creation and sustainable growth.

      ‌INVESTMENT STRATEGY

      Semapa aims to expand and diversify its portfolio of companies. To this end, it is actively sourcing new investment opportunities, which allow long-term, value creation, combining strong growth potential with a positive contribution to the environement and to communities.

      In this investment cycle, Semapa will seek to strengthen its portfolio by making investments in Portuguese or European companies that can benefit from the Group's expertise to accelerate their development, thereby creating value for shareholders and society.

      Semapa will seek to invest in controlling or joint control positions; purely financial investments are not included in the strategy. This approach is consistent with the Semapa Group's value creation strategy and the long-term horizon it advocates for its investments.

      Target companies should have a significant size or high potential in their market and clear growth prospects, stemming from a privileged and defensible competitive position. All investments will be in mature companies with proven business models, whose strong cash flow generation prospects translate into an attractive return for Semapa and a positive impact on society and the environment.

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

      • Sustainable solutions in the packaging sector;

      • Energy transition and efficiency;

      • Fine and specialty chemicals, with a sustainable approach;

      • Industrial companies with a strong exports profile.

        
        
        

        17

        2

        1 3 4 5 6 7 8

        ‌INVESTMENT CRITERIA

        A significant player in its market

        Robust competitive advantages that translate into

        above-average profitability

        Potential to scale up and expand internationally

        Strong export capacity Positive contribution to the environment and society

        OUR VALUE PROPOSITION

        Building on a privileged position, with a strong legacy and a robust portfolio of companies, Semapa combines experience with renewed ambition to strengthen a winning portfolio that is future-proof and has a positive impact on future generations.

        We want to help good companies realise their potential to become excellent companies, creating financial, social and human value.

        The Semapa Group's value proposition is based on four key pillars, in which it is fully engaged:

        TALENT STRATEGY

        Selection, development and recruitment of key roles as agents of change,

        growth and value creation

        Definition, monitoring and coordination of strategic plans

        Management of the implementation of strategic initiatives

        INDUSTRIAL KNOW-HOW GLOBAL KNOW-HOW

        Operational experience, experience

        in B2B relations, experience in managing sourcing and energy mix, management capability across the entire

        value chain with a particular focus on commodities management and access to different markets

        Identification of and penetration into key markets, experience in logistics management and the creation of an international network of customers and suppliers

        18

        
        
        

        2

        1
        
        

        ‌2.3

        3 4 5 6 7 8

        Innovation

        INNOVATION AT THE SEMAPA GROUP: STRATEGY, ORGANIZATION AND RESULTS

        Innovation plays a fundamental strategic role in the Semapa Group's long-term vision, alongside a focus on creating sustainable value and nurturing talent, thus constituting an essential driver for the growth, competitiveness and resilience of the Group's companies.

        GOVERNANCE AND ORGANIZATION

        The innovation governance structure at the Semapa Group was strengthened in 2025 and is divided into two complementary areas: Corporate Innovation and the Semapa Venture Studio.

        In the area of Corporate Innovation, the Innovation Forum was consolidated as a structured platform for strategic and operational alignment among the Group's companies.

        During this year, the Forum focused on four priority areas:

      • Strategy and Leadership. Through the development of a Megatrends survey, which aimed to identify the key transformative forces likely to shape the sectors in which the Group operates, the intention was to provide a basis and support for the medium- and long-term strategic decisions of each of the Group's companies.

      • Structure and Governance. With the completion of the Innovation Playbook, a foundational document establishing a common language and guiding principles for innovation within the Semapa Group, the need to define innovation governance objectives and models tailored to each company was established; these aspects were developed and worked on collaboratively throughout the year both within the companies and collectively within the Innovation Forum.

      • Ecosystem and Partnerships. We believe that fostering a robust ecosystem of partnerships is a fundamental pillar of the innovation strategy. To this end, we have ensured the continuity and consolidation of existing partnerships and established new high-value-added partnerships within the national and international innovation ecosystem, thereby strengthening access to knowledge and emerging opportunities.

      • Culture and Engagement. The Group's culture of innovation is deeply rooted in its DNA, which is why this theme took centre stage at the Management Meeting, the Group's annual event, where the culture of innovation within each of the Group's companies was promoted, engaging teams and highlighting innovative processes and initiatives in a cross-cutting showcase of skills.

        2

        1 3 4 5 6 7 8

        The main objective of these initiatives was to strengthen the Group's capacity for innovation, promoting strategic alignment between companies, knowledge sharing and the creation of sustainable long-term value.

        In the second strand of innovation, the Semapa Venture Studio has established itself as a new strategic vehicle focused on the design, testing and systematic launch of new businesses, with the potential to become part of the Group's future portfolio.

        During this period, Semapa Venture Studio operated in two main areas:

      • Team building and process establishment. Through the development of operational DNA, including processes, methodologies, materials and structural tools.

      • New business creation. Through the completion of the first cycle of new venture development, drawing on internal sources of ideation. As a result, one venture is currently in an active development phase.

      2025 HIGHLIGHTS

      In 2025, significant steps were taken towards consolidating a structured approach to innovation, aligned with the Semapa Group's long-term strategic vision.

      Throughout the year, Semapa participated in national and international conferences and events, consolidating its position within the innovation ecosystem and fostering collaborations with universities, start-ups and research centres.

      These efforts reinforced innovation as an integral part of the Group's strategy, preparing companies to respond to market challenges with greater agility, adaptability and a focus on creating sustainable value.

      ‌2.4 Governance Model

      BOARD OF DIRECTORS

      
      
      

      9 members, with 3 independent member

      Manages the company's business

      CONTROL AND RISK COMMITTEE

      3 members, with

      2 independent directors

      CHIEF EXECUTIVE DIRECTOR

      CORPORATE GOVERNANCE COMMITTEE

      Identifies and monitors significant risks in the company's operations

      
      
      

      GENERAL MEETING

      
      
      

      Represents all shareholders and their resolutions

      1 member

      Executive management body exercises the powers

      delegated to it by the board of directors

      3 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

      TALENT COMMITTEE

      
      
      
      
      

      STATUTORY AUDITOR

      Audits and certifies the statutory accounts, besides other powers

      in the law

      AUDIT BOARD

      3 members, with

      2 independents

      Oversees the management of the company, besides other

      powers in the law and in the articles of association

      REMUNERATION COMMITTEE

      3 independent members

      Draws up the remuneration policy for the board

      of directors

      and the audit board, and analyses and sets the directors' remunerations

      4 members, including the Chief Executive Director

      Assists the Chief Executive Director in the exercise of its duties

      6 members, with

      4 non-executive directors

      Makes recommendations and delivers advise on

      appointments and evaluations

      INVESTOR SUPPORT OFFICE / MARKET RELATIONS OFFICER

      
      
      

      1 member

      Responds to requests and provides information to shareholders and stakeholders

      COMPANY SECRETARY

      
      
      

      1 member

      
      
      

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

      2

      1 3 4 5 6 7 8

      ‌Corporate Bodies

      Board of Directors

      Chairman

      José António do Prado Fay

      Full Members

      Ricardo Miguel dos Santos Pacheco Pires 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

      Pedro Simões de Almeida Bissaia Barreto

      Carlos Filipe Pires de Gouveia Correia de Lacerda

      Chief Executive Director

      CEO

      Ricardo Miguel dos Santos Pacheco Pires

      Executive Officers Committee

      Chairman (CEO)

      Ricardo Miguel dos Santos Pacheco Pires

      Members

      Hugo Alexandre Lopes Pinto (CFO) Tiago Pina Manique de Noronha (CIO)

      Joana Baptista Machado Bastardinho (CTO)

      Remuneration Committee

      Chairman

      Pedro Miguel de Araújo Raposo

      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

      Maria da Luz Gonçalves de Andrade Campos

      Full Members

      José Manuel de Oliveira Vitorino Jorge Manuel Araújo de Beja Neves

      Statutory Auditor

      Full Member

      KPMG & Associados - Sociedade de Revisores Oficiais de Contas, S.A., represented by Rui Filipe Dias Lopes

      Alternate Member

      Pedro Jorge Quental e Cruz

      Company Secretary

      Full Member

      Rui Tiago Trindade Ramos Gouveia

      Alternate Member

      Daniela Filipa Dias Romeiro

      2

      1

3

4 5 6 7 8

‌Board of Directors

José Fay Ricardo Pires (CEO) Filipa Queiroz Pereira

Mafalda Queiroz Pereira Lua Queiroz Pereira António Viana-Baptista

Paulo Lameiras Martins Pedro Barreto Carlos Lacerda

2

1

3

5 6 7 8

Skills Matrix

BOARD OF DIRECTORS

ACADEMIC BACKGROUND

SKILLS

ENGINEERING

30%

BUSINESS

ADMINISTRATION AND MANAGEMENT

100%

ECONOMICS

10%

GOVERNANCE

100%

MANAGEMENT

30%

MERGERS AND

ACQUISITIONS

50%

MATHEMATICS

10%

INTERNATIONALIZATION

60%

OTHER EDUCATION

80%

ENTREPRENEURSHIP/

VENTURE CAPITAL

60%

ACADEMIC

20%

TALENT MANAGEMENT

70%

50%

INFORMATION

TECHNOLOGIES

SUSTAINABILITY

20%

INDUSTRY AND SERVICES

100%

2

1 3 4 5 6 7 8

‌Executive Officers Committee

Ricardo Pires (Ceo) Hugo Pinto (CFO) Tiago De Noronha (CIO)

Joana Machado (CTO)

2

1

‌2.5

3 4 5 6 7 8

Strategic Risk Management

As a holding company (SGPS), Semapa is exposed to developments in the companies in which it holds stakes, with its performance being influenced by the risks inherent in those entities' activities, as well as by the risks associated with the holding company itself. These factors may, individually or together, impact the value of the Group's assets and its consolidated results.

In this context, risk management plays a central role in safeguarding the Semapa Group's resilience, creating sustainable value and supporting the execution of the corporate strategy. 2025 was marked by several key initiatives - notably international expansion, increased investment and the integration of new businesses - which increased the complexity of operations and reinforced the need for a robust and integrated risk management framework, capable of proactively identifying, assessing and monitoring internal and external factors with a significant impact on the Group's performance.

The Semapa Group's risk management model is aligned with international best practices, incorporating principles of sound governance, systematic assessment of emerging risks, rigorous investment analysis and the increasing incorporation of ESG considerations into decision-making. The consistent adoption of these principles has enabled the Group to strengthen its ability to anticipate risks, improve the quality of decision-making processes and enhance the Group's protection against economic volatility, regulatory challenges and environmental transition. As such, risk management constitutes not merely a control mechanism, but a strategic tool to support decision-making, helping to ensure the Group's competitiveness, sustainability and continued existence in the long term.

It should be noted that risk management is particularly relevant for the largest subsidiaries, given the specific nature of their activities and their respective risk profiles. At the same time, the governance model adopted is based on promoting the autonomy and accountability of these entities, which is why they have their own risk management systems. As a result, Semapa has been consistently strengthening its risk management and control model, ensuring an integrated approach that covers the entire risk life cycle - from identification and assessment to treatment, monitoring and reporting. This model is aligned with international best practices, namely the guidelines of the Committee of Sponsoring Organisations of the Treadway Commission (COSO ERM) and ISO 31000, as well as with the recommendations of the Corporate Governance Code (CGS) of the Portuguese Institute of Corporate Governance (IPCG) and the Portuguese Securities Market Commission (CMVM), ensuring rigour and consistency in the way the Group manages its strategic risks.

2

1 3 4 5 6 7 8

The risk appetite defined and approved by the Board of Directors, as part of the risk-taking policy, clearly establishes the metrics and the level of risk tolerated to support the execution of the Group's strategy and objectives. This framework ensures that decisions are taken in a consistent and informed manner, promoting an appropriate balance between seizing opportunities and mitigating critical exposures. The risk-taking policy thus constitutes a central pillar of the robustness of the risk management system, ensuring alignment with the most relevant material issues for the Group and reinforcing discipline in decision-making.

The assessment of risks, in terms of their impact, is evaluated across five dimensions:

• Economic and financial: represents the impact on Semapa's results and financial indicators (EBITDA, Net Debt/EBITDA ratio and Net Profit);

• Reputation: represents the impact on the perception of Semapa's relevant stakeholders and, consequently, on its reputational capital;

• Compliance: represents the impact of actions that breach internal rules or policies, or national or international regulations and legislation;

• Human capital: represents the impact in terms of harm to people or the loss of knowledge and skills relevant to Semapa and its subsidiaries;

• Environmental: represents the impact resulting from environmental damage, whether internal or external.

  It is also important to note that the risk assessment includes the classification of the probability of occurrence according to different criteria:

• Historical - represents the future likelihood of the risk occurring based on past events;

• Expectation - represents the qualitative expectation of the risk occurring; and

• Frequency - the approximate period of time in which the risk is expected to occur.

  In terms of responsibilities, the risk management system's governance model clearly defines the allocation of responsibilities amongst the Group's several bodies and structures. The Board of Directors is responsible for defining the overall risk strategy, whilst the Supervisory Board is responsible for overseeing it. The Control and Risk Committee (CCR) ensures the monitoring and oversight of the system, promoting the continuous assessment of the risk framework and of existing or necessary mitigation measures. This process is supported by the Control and Risk Forum, which comprises representatives from the several Group companies, promoting the sharing of information, the harmonisation of practices and methodological alignment.

  These responsibilities and monitoring take place throughout an annual cycle of activities, comprising the following stages:

• Assessment of mitigation measures: collection of detailed information on each risk, and recording in individual risk sheets, which include the identification of the risk and the monitoring of existing mitigation measures. In this context, each risk owner carries out a self-assessment of the effectiveness of these mitigation measures;

• Discussion and review: the risk sheets are discussed and reviewed, with the participation of those responsible for risk management at each of the Group's companies. This discussion and sharing promotes the exchange of knowledge and appropriate cross-functional mitigation strategies.

• Risk Indicators: collection and classification of risk indicators in line with the Group's risk tolerance, enabling the monitoring and anticipation of impacts.

  2025

  2025 was marked by a high level of strategic and operational activity, including international expansion initiatives, increased investment and the integration of new businesses, within a challenging macroeconomic context characterized by pressure on supply chains and operational costs. These factors had a direct impact on the assessment of the Group's strategic, financial, operational and ESG risks.

  2

  1 3 4 5 6 7 8

  During the reporting period, Semapa continued its annual risk monitoring cycle and performed a re-assessment of strategic risks and adjustments in line with tolerance limits. Also noteworthy is the strengthening of methodological alignment with Triangle's and the inclusion of Imedexa within the scope of monitoring.

  Following the completion of the double materiality analysis performed by the Group in early 2025, the monitoring mechanisms for the following risks were strengthened:

• CO₂ allowances;

• Disruption of supply chains; and

• New disruptive technologies and the use of AI.

Conversely, the risks relating to the Legal and Regulatory Framework in Portugal and Access to Financing were assessed as having a reduced level of severity in the current context.

Portfolio Semapa is an investment firm focused on sustained growth and long-term value creation.

Maintaining a diversified portfolio of investments is essential to mitigate the level of dependence on certain sectors or activities, which, in adverse scenarios, could negatively impact the Group's operational and financial performance.

Business The Group is exposed to several markets operating in a competitive environment. Maintaining consumption levels of the Group's products in the markets where it operates and ensuring the cost efficiency required for their production are constant challenges that require ongoing monitoring.

Changes in these areas could result in a significant reduction in turnover and the respective profits generated, as well as negatively impacting the Group's operational and financial performance.

Continuous analysis of opportunities for new investments.

Diversified investment in venture capital, through Semapa Next.

Promoting and monitoring the diversification of the activities of the Group's own portfolio companies.

Continuous assessment of each portfolio company's contribution to the Group's assets, EBITDA and net profit.

Implementation of measures aimed at making companies more efficient than their competitors.

Business expansion into markets with greater sustainability and growth potential.

Diversification of production and sales towards products derived from those already existing within the Group.

Geographical diversification of sales into emerging markets.

Reputational Capital

The ongoing maintenance and strengthening of the Group's reputational capital is essential to enhance the general perception of the market and other stakeholders regarding its reputation, as well as to mitigate the risk of impact caused by potential negative events, both on its operational and financial performance and on the valuation of its assets.

Significant investment in R&D for substitute products and products that are more environmentally sustainable.

Strengthening of positioning and commitment to sustainability and ESG (Environment, Social and Governance) issues.

Promotion of an organisational culture underpinned by strong values and ethical principles.

Development of dedicated communication plans and joint initiatives with its Subsidiaries.

Engagement with the communities in which the Subsidiaries operate.

Existence of mechanisms to prevent and detect events that could damage reputational capital.

2

1 3 4 5 6 7 8

2

1 3 4 5 6 7 8

Risk Description/Impact Risk Management

Fraud Given its size, the Group interacts constantly with a wide range of entities and individuals, both external and internal, and is therefore exposed to situations or events that could negatively affect its reputation and/ or lead to reporting failures or losses in its financial position.

Existence of good corporate governance practices. Existence of a Code of Ethics and Conduct.

Existence of internal audit departments at the level of subsidiaries.

Existence of policies and procedure manuals at Group level.

Access to Raw Materials

The Group operates in sectors where access to raw materials is a critical factor for the continuation of its operations.

Existence of whistleblowing channels. Ongoing exploration and diversification of geographical areas for the procurement of raw

materials.

A reduction in the raw materials available on national and international markets, their availability at prices that are economically unviable given the cost structure, or restrictions on access imposed by regulations or legislation, may negatively impact the Group's operational and financial performance.

Cybersecurity The Group's production processes rely on

information technology systems that are essential to the maintenance of its operations.

Disruptions to information systems, security breaches or events leading to data loss may adversely affect the Group's operations, expose confidential information, and result in operational, financial and reputational damage.

Ongoing monitoring of the Group's own raw material reserves and stock levels.

Programmes to encourage best practices and support suppliers.

Assignment of responsibilities regarding the security of information management systems.

Existence of cybersecurity policies and strategies implemented at Group level.

Existence of robust software to support all information handled at Board of Directors level.

Training and awareness-raising through regular training sessions for Group employees.

Non-Natural Environmental Disasters

The Group, which is primarily industrial in nature, has assets and operations that, in the event of an accident, could cause significant damage to the environment.

Incidents of non-natural causes, regardless of whether their origin is internal or external, which occur and affect the assets under the responsibility of the Subsidiaries may cause serious environmental accidents with financial and reputational repercussions.

Appropriate insurance cover policy.

Emergency and protection plans (internal and external) and action in the event of an accident.

Environmental operational control plans for factories. Maintenance plans for factories and forest areas.

Regular audits of industrial facilities and equipment.

Periodic testing of internal and external emergency plans.

Mandatory training and awareness-raising for employees on safety and environmental matters.

Processes for identifying, monitoring and complying with regulatory and environmental obligations.

2

1 3 4 5 6 7 8

Risk Description/Impact Risk Management

Adverse Weather Events

ESG

performance

Climate Transition

The occurrence of adverse weather events may jeopardise the Group's operations, assets and people.

These events may be chronic (e.g. extreme rainfall or drought, fires) or acute (e.g. hurricanes, floods) and directly impact the business continuity of the Subsidiaries, in the short, medium and long term.

Events such as earthquakes or high-intensity seismic events, particularly in locations where the Group has its manufacturing facilities, may also impact the continuity of its business, in the short, medium and long term.

Sustainability issues and those linked to ESG (Environmental, Social and Governance) factors have been gaining increasing visibility, with growing scrutiny from the various types of stakeholders with whom the Group interacts.

Failures in the Group's management, adaptation or mitigation of growing regulatory and market demands regarding ESG could significantly impact stakeholder relations, devalue reputational capital, worsen access to capital, create a competitive disadvantage or hinder the ability to attract and retain talent.

The challenges posed by climate change are numerous and complex, as they involve significant changes in the planet's climate patterns, ecosystems and biodiversity.

Long-term climate change and the transition to a low-carbon economy represent an additional challenge, but also an opportunity for governments, companies, organisations and individuals to actively contribute to a more sustainable planet.

The Group's inability to adapt to structural and longterm changes in technology, public policy and customer and consumer preferences risks a loss of competitiveness, asset devaluation, the deterioration of stakeholder relations and the erosion of reputational capital.

Identification of risks and opportunities in accordance with benchmarks that facilitate the definition of action and mitigation plans.

Appropriate management of natural resources. Optimisation of energy dependence.

Environmental management systems.

Insurance related to acute environmental events. Disaster recovery plans.

Disclosure and external verification of sustainability information.

Alignment of investment decision-making and reporting on ESG factors with global and regulatory frameworks.

Issuance of debt linked to sustainability criteria.

Continuous improvement of the robustness and quality of systems for collecting and monitoring sustainability data and performance.

Alignment of investment decision-making and reporting with global and regulatory frameworks.

Issuance of debt linked to sustainability factors.

Continuous monitoring of climate-related risks and opportunities across value chains.

Certification of assets and businesses in terms of energy efficiency and environmental impact.

2

1 3 4 5 6 7 8

Risk Description/Impact Risk Management

Disruption of logistics chains

New disruptive technologies and the use of AI

The Group's operations depend on the efficient functioning of supply chains, both in terms of the procurement of raw materials and intermediate goods, and in the distribution of final products.

External events, such as geopolitical constraints, transport disruptions, resource shortages, extreme weather events or failures of critical suppliers, may cause disruptions in logistics chains, with a negative impact on production levels, delivery times, operating costs and, ultimately, the Group's financial results and reputation.

Rapid technological evolution, including the development and growing adoption of disruptive technologies and solutions based on Artificial Intelligence (AI), may present both opportunities and risks for the Group.

Failure to keep pace with these developments, the inappropriate adoption of new technologies or the misuse of AI systems may result in a loss of competitiveness, operational risks, impacts on information security, data protection and compliance with legal and ethical requirements, as well as potential reputational impacts.

Diversification of suppliers and logistics routes.

Continuous monitoring of critical suppliers' performance.

Maintenance of adequate safety stock levels, where applicable.

Assessment of supply chain resilience. Development of contingency plans.

Promotion of local partnerships/services. Continuous monitoring of technological trends.

Assessment of the adoption of new technological solutions, including AI systems.

Promotion of appropriate mechanisms for governance, internal control, information security and data protection.

Defining limits on the use and approval of accepted tools.

Developing internal capabilities and raising employee awareness of the risks and opportunities associated with the responsible use of new technologies.

CO₂ allowances The Group is exposed to risks associated with the availability, cost and regulatory framework of CO₂ emission allowances.

Changes to the regulatory framework, the allocation of allowances, the volatility of their price or the level of emissions actually recorded may result in significant financial impacts, as well as compliance risks, with potential effects on the Group's operational continuity and reputation.

Continuous monitoring of the applicable regulatory framework.

Projection and monitoring of emissions levels. Active management of the CO₂ allowance position.

Investments in replacing fossil fuels with renewable sources.

Use of financial instruments that mitigate energy price volatility.

FUTURE CHALLENGES

Semapa's Risk Management System, established in 2018, has kept pace with the Group's evolution, enabling it to support the expansion and transformation that have taken place in recent years. However, the growth in scope, the increased complexity of operations and rising regulatory demands justify a natural evolution of the model, with a view to strengthening its strategic alignment, analytical robustness and capacity to support decision-making.

In this context, a review of Semapa's Risk Management System will be initiated during 2026, with the aim of identifying measures to improve its strategic alignment, analytical robustness and capacity to effectively support decision-making across the Group.

At the same time, the integration of Imedexa into the Group's system will be ensured, as well as the adaptation of the model to the new organizational framework resulting from Secil's spin-off.

1. ‌Performance

   33

   
   
   

   3

   1 2 4 5 6 7 8

   Contents

   1. OVERVIEW OF SEMAPA GROUP OPERATIONS 35
   2. PERFORMANCE OF SEMAPA GROUP BUSINESS UNITS 40

      1. Contribution by Business Segment 40

      2. Performance of the Semapa Group Business Units 41

         1. Overview of Navigator's Activity 41

         2. Overview of Secil's Activity 49

         3. Overview of Other Business' Activity 58

         4. Overview of Semapa Next's Activity 60

   3. SEMAPA GROUP - FINANCIAL AREA 61

      1. Indebtedness 61

      2. Net profit 62

   4. SEMAPA SHARE PERFORMANCE 63
   5. OUTLOOK 65
   6. EVENTS AFTER THE REPORTING

PERIOD 68

34

3

1 2 4 5 6 7 8

‌3.1

Overview of Semapa Group

Operations

Following the signing, on 19 December 2025, of the share purchase agreement between Semapa and Cementos Molins regarding the sale of the entire share capital of Secil, in accordance with IFRS 5, all Secil's assets and liabilities are presented in the consolidated statement of financial position under separate line items for assets and liabilities held for sale. The net profit from its financial performance for 2025 is presented separately in the consolidated statement of income as net income from discontinued operations; for this purpose, and as required by IFRS 5, the financial information for 2024 has been reviewed to ensure the comparability of the financial information presented.

LEADING BUSINESS INDICATORS

1 The reported interest-bearing net debt does not include the impact of discontinued operations in 2025. Considering these operations, interest-bearing net debt amounts to 1,266 million euros in 2025 and EBITDA to 580 million euros, corresponding to a net debt/EBITDA ratio of 2.18x.

2 Impact of IFRS 16 -> Net debt/EBITDA ratio for 2025 of 3.00x; Net debt/EBITDA ratio for 2024 of 2.30x.

3

1 2 4 5 6 7 8

REVENUE

In 2025, the Semapa Group consolidated revenue was 2,114.9 million euros (-1.6% year on year). During the period under analysis, 1,969.8 million euros were generated in Navigator (Paper and Pulp) and 145.2 million euros in Other Business.

Exports and foreign sales in the same period amounted to 1,826.5 million euros, representing 86.3% of revenue, aligned with the Group's strategic objectives.

Considering Secil's contribution as at 31 December 2025, revenue would be 2,865.2 million euros (+0.6% compared to the same period in 2024).

MILLION EUR

1,969.8

145.2 0.0 2,114.9

NAVIGATOR - PULP AND PAPER: 1,970 MILLION EUROS

5.7%

In 2025, Navigator's revenue amounted to 1,969.8 million euros, a 5.7% decrease compared to the same period last year. UWF paper sales accounted for approximately 62% of revenue (vs. 61% in 2024), pulp sales 9% (vs. 11%), tissue sales 25%

(vs. 22%) and energy sales 5% (vs. 6%), reflecting Navigator's business diversification policy.

Revenue declined due to the sharp drop in pulp and paper prices in international markets, although performance by segment showed positive momentum in the tissue segment - supported by the consolidation of 12 months of the Navigator Tissue UK business, integrated as of 1 May 2024 - as well as in the packaging segment.

OTHER BUSINESSES3: 145 MILLION EUROS

140.0%

In 2025, revenue amounted to approximately 145.2 million euros due to organic growth, the incorporation of Barna into ETSA and the consolidation of Imedexa since August.

3 As at 31 December 2025, Other Business include the operations of ETSA, Triangle's and Imedexa.

3

1 2 4 5 6 7 8

EBITDA

In 2025, EBITDA totalled 381.2 million euros (-29.0% vs. 2024). During the period under analysis, 375.7 million euros were generated in Navigator and 12.6 million in Other Business. The consolidated EBITDA margin stood at 18.0%, (-7.0p.p. compared with the previous year).

Considering Secil's contribution as at 31 December 2025, EBITDA would be 580.2 million euros (-17.4% vs. the same period in 2024).

375.7 12.6

MILLION EUR

-7.1

381.2

NAVIGATOR - PULP AND PAPER: 375.7 MILLION EUROS

31.3%

EBITDA totalled Euro 375.7 million (-31.3% year on year). EBITDA margin was 19.1% (-7.1p.p. compared to the same period last year). Although this reflects the decline in revenue compared to the same period last year, stemming essentially from the sharp fall in pulp and paper prices, aggravated by maintenance shut-downs that impacted cash costs, Navigator continued to demonstrate a focus on efficiency and cost management, as well as the implementation of its financial risk management policy. Furthermore, the diversification strategy has delivered consistent results, with the Tissue and Packaging segments accounting for 32% of EBITDA.

OTHER BUSINESSES: 12.6 MILLION EUROS

203.4%

EBITDA totalled approximately 12.6 million euros in 2025, representing an increase of approximately 8.4 million euros compared to the previous year. EBITDA margin reached 8.7%, representing a positive variation of approximately 1.8p.p. compared to the margin recorded in 2024.

3

1 2 4 5 6 7 8

NET PROFIT ATTRIBUTABLE TO SEMAPA SHAREHOLDERS

Net profit attributable to Semapa shareholders at the end of 2025 reached 156.6 million euros.

MILLION EUR

100.0

80.8

-9.6

-14.6

156.6

2024

▲%2025/2024 -48.2% +59.4% -71.0% -167.9% -32.7%

NAVIGATOR - PULP AND PAPER: 100.0 MILLION EUROS

48.2%

Net profit attributable to Semapa shareholders in the Pulp and Paper segment was 100.0 million euros, representing a decrease of 48.2% in the year (2024: 193.1 million euros).

SECIL - CEMENT: 80.8 MILLION EUROS

59.4%

Net profit attributable to to Semapa shareholders from Cement and Other Construction Materials segment was 80.8 million euros, representing a decrease of 59.4% in the year (2024: Euro 50.7 million).

OTHER BUSINESS: -9.6 MILLION EUROS

71.0%

Net profit attributable to to Semapa shareholders from Other Business segment was -9.6 million euros in 2025, representing a decrease of 71.0% in the year (2024: -5.6 million euros).

3

1 2 4 5 6 7 8

INTEREST-BEARING NET DEBT

At the end of 2025, consolidated interest-bearing net debt stood at 1,006.1 million euros, down by 86 million euros compared with the end of 2024, due to the reclassification of Secil's debt and an increase in debt within the Other Business and Holdings segments. As at 31 December 2025, total consolidated cash and cash equivalents amounted to 157.4 million euros, with the Group also having a number of committed but undrawn credit facilities, thereby ensuring a strong liquidity position.

Considering Secil's contribution as at 31 December 2025, net interest-bearing debt would amount to 1,266 million euros (vs. 1,092 million euros in 2024).

263.4 1,006.1

MILLION EUR

703.6 0.0 39.1

3

1 2 4 5 6 7 8

Note: The indicator values by business segment may differ from those presented individually by each Group, as a result of harmonisation adjustments made during consolidation.