Sonae SGPS informs about Annual Report & Accounts 2025 - non-ESEF version

Thriving together

Integrated Annual Report 2025

This document is a PDF translation of the original Portuguese version of the 2025 Annual Integrated Report of Sonae SGPS, S.A., submitted to the CMVM on April 1, 2026, in ESEF format. It has been prepared

for convenience purposes only and does not comply with the ESEF technical format requirements.

The official ESEF reporting package, which constitutes the final and audited version, is available on Sonae's website and at https://www.cmvm.pt. In the event of any discrepancies between this document and the official ESEF submission, the latter shall prevail.

2 Integrated Annual Report 2025

We believe the future is human.

A future that respects people, communities and planet.

To get there, we break new ground to make a lasting impact in a rapidly changing world.

And as a collective of diverse businesses, we harness our expertise and challenge ourselves to create a better future, every day.

That's why we strive to be uniquely present in the many areas that touch people's lives.

That's how we achieve a lasting impact while serving millions of people.

We exist to actively shape the future we all want and need. Always driven by our Values.

In 2025, we proved once again that we thrive together.

Thriving together reflects our ability to turn shared ambition into consistent results.

Many paths, one common direction, sustained by trust, collaboration and disciplined execution.

The results we achieved deserve to be celebrated, not only for their performance, but because they reinforce the responsibility to continue elevating the Group's impact, with discipline, a long-term vision

and collective commitment.

We create today a better tomorrow for all.

3 Integrated Annual Report 2025

About this report

This Integrated Annual Report provides a comprehensive overview of Sonae's performance and strategy for the financial year ended 31 December 2025. It encompasses financial statements prepared in accordance with International Financial Reporting Standards (IFRS) and non-financial information aligned with leading sustainability and governance frameworks.

The report comprises the Management Report, the Corporate Governance Report (including the Remuneration Report), the consolidated and separate Financial Statements,

and the Sustainability Statement.

The information presented herein complies with applicable legal and regulatory requirements, including the Portuguese Companies Act, the Portuguese Securities Code, the regulations

of the Portuguese Securities Market Commission (CMVM), the Portuguese Decree-Law no. 89/2017 (28 July), the Spanish Law no. 11/2018 (28 December), and the Corporate Governance Code of the Portuguese Institute of Corporate Governance (IPCG), published in 2018, amended in 2020, and revised in 2023. While not yet legally required to comply with the Corporate Sustainability Reporting Directive (CSRD), Sonae proactively aligns its

reporting practices with CSRD and the European Sustainability Reporting Standards (ESRS), with a view to progressively meeting the directive's disclosure requirements. Furthermore, this report considers international reporting frameworks and standards, including the requirements of the Integrated Reporting Framework and the Sustainability Accounting Standards Board (SASB) standards.

The non-financial information statement required under Article 66-B of the Portuguese Companies Code is presented in Chapter 4 of this Integrated Annual Report ("Sustainability Statement") and, for legal purposes, Chapter 4 is considered an integral part of the Management Report.

This document serves a broad range of stakeholders, including shareholders, investors, analysts, employees, customers, and partners. It reflects Sonae's commitment to transparency, accountability, and value creation, providing insights into its operations across various business segments, sustainability initiatives, and outlook.

The report contains forward-looking statements reflecting current views and expectations regarding future events, operations, and financial performance. Actual results may differ due to various factors, as detailed in the "Risk management" section.

The Management Report, the Corporate Governance Report, and the consolidated

and separate Financial Statements were audited by PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. The information in Chapter 4 ("Sustainability Statement") was subject to a limited assurance engagement, except

for section 4.7 ("Other ESG instruments"), which was not subject to assurance procedures. The "Additional Information" chapter was not subject to audit or assurance procedures.

For further information, please visit https://www.sonae.pt or contact our Investor Relations team at investor.relations@sonae.pt.

4 Integrated Annual Report 2025

1. Management Report

   1. At a glance 8

      Key highlights Our portfolio

      Message from the Chair Message from the CEO

   2. About Sonae 16

      History

      Mission and Values

      Strategy and value creation model Share capital and ownership Corporate governance framework Risk management

   3. Performance overview 27

      Macroeconomic environment Strategic initiatives

      Business performance Share performance Outlook

   4. Proposal for the 43

      appropriation of results

   5. Statement of the 44

      Board of Directors

2. Corporate Governance Report

   Part I: Shareholder Structure, 47 Organisation and

   Corporate Governance

   1. Shareholders' structure

   2. Governing Bodies and Committees

   3. Internal Organisation

   4. Remuneration

   5. Relevant Transaction with Related Parties

   Part II: Statement of Compliance 93 Part III: Remuneration Report 108 Annex 115

3. Financial Statements

   1. Consolidated 139

      financial statements

   2. Separate financial 237

      statements

   3. Statutory and 266

      audit reports

   4. Report and Opinion 276

      of Statutory Audit Board

4. Sustainability Statement

   1. General information 281

      ESRS 2 General Disclosures

   2. Environmental information 325

      E1 Climate Change

      E3 Water and Marines Resources E4 Biodiversity and Ecosystems

      E5 Resources Use and Circular Economy

      Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) - Overview

   3. Social information 376

      S1 Own Workforce

      S2 Workers in the Value Chain S4 Consumers and End-Users Community

   4. Governance information 406

      G1 Business Conduct

   5. Annexes 413

      Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)

      - Methodology and results

      Sustainability-linked financing framework

   6. External assurance 442

   7. Other ESG instruments 445

ESG Ratings SASB

Table of contents

Additional Information

Critical risks taxonomy 470 Glossary 473

Contacts 474

5 Integrated Annual Report 2025

‌Management Report

Board of Directors

6 Integrated Annual Report 2025

7 1. Management Report Integrated Annual Report 2025

‌1.1.

At a glance

Economic value

Key highlights

€11.4bn

Turnover

+14.2% yoy

€1.2bn

EBITDA

+17.6% yoy

13.7%

Holding Loan-to-Value

€5.1bn

Net asset value

+15.3% yoy

€115m

Dividends paid to Sonae shareholders

+5.0% DPS yoy

86%

TSR 1YR

Social and Natural value

-25% tCO2eq

GHG emissions

(Scope 1+2) vs 2022

64%

Electricity consumed from renewable sources

+3 p.p. yoy

+57k

Employees

€36m

Community support

+4% yoy

92%

Reusable, recyclable or compostable plastic packaging

+2 p.p. yoy

72%

Zero deforestation commitment

42%

Leadership positions held by Women

382k

Beneficiaries impacted by our educational projects

‌Our portfolio

Sonae is an active investment company with a diversified portfolio of market-leading businesses and meaningful exposure to retail and Iberia.

Telco & entertainment in Portugal

37% 100%

90%

Venture capital in

cybersecurity, retail technologies and infrastructure software

100%

Ingredients innovation

for people, pets, plants and the planet

50%

Financial services

in Portugal

100%

Marketplace in Portugal

with Electronics

& appliances at core and services

81%

European pet care

specialist

75%

Grocery in Portugal

and health & beauty in Iberia

Real Estate

Telecom

Retail

International real estate

investment, asset management and services provider

‌Message from the Chair

Delivering strong results in a transforming world

2025 demonstrated the strength and the quality of our portfolio. In a world marked by geopolitical tensions, regulatory adjustments, technological acceleration and rising

societal demands, we achieved a robust performance across all dimensions of value creation.

The global context remained complex. International trade faced renewed friction, political uncertainty persisted in several regions, and regulatory frameworks - particularly

in sustainability - evolved rapidly, with both advances and setbacks. Climate-related events and scientific evidence continued to highlight the urgency of addressing environmental imbalances. At the same time, technological investment, especially in artificial intelligence, accelerated structural transformation across industries.

Against this backdrop, Sonae delivered very strong operational results, reinforced market shares, strengthened its balance sheet and continued to invest in long-term competitiveness. Our progress in 2025 reflects disciplined execution, portfolio quality and the commitment and talent of our people.

2025 demonstrated the strength and the quality of our portfolio.

Creating natural, social and economic value

Sonae pursues value creation through three interconnected dimensions: natural, social and economic. These are mutually reinforcing pillars that underpin long-term competitiveness and responsible growth. 2025 was a year of meaningful progress across all three dimensions, guided by high standards and a strong culture of accountability.

Natural value

At Sonae, we see environmental responsibility not as a constraint, but as a driver of innovation, resilience and long-term competitiveness through the reinforcement of trust and purpose.

Our performance in leading ESG benchmarks reflected tangible progress in 2025. Sonae returned to the "A" list of the Carbon Disclosure Project (CDP) for Climate, alongside

MC and NOS, while maintaining "A-" ratings in Forest and Water. In the S&P Global ESG Assessment, we remained among the leaders in our sector and were once again included in the S&P Global Sustainability Yearbook. We continue to use this benchmarking process as a lever for improvement and alignment with best practices. Taken together, these recognitions confirm the consistency and credibility of our approach to sustainability

and governance.

Beyond external recognition, Sonae continued to deliver measurable progress in reducing its environmental footprint. In 2025, we further reduced greenhouse gas emissions by 25% versus baseline, supported by energy efficiency initiatives, infrastructure modernisation and increased renewable energy generation and procurement. Renewable energy usage increased to 64%, with more than 360 solar plants installed across our operations. These initiatives form part of

a broader transformation to embed decarbonisation into operational decision-making, ensuring that environmental performance evolves in parallel with business growth.

Alongside decarbonisation, we strengthened our circular economy initiatives by expanding business models that extend product lifecycles, including refurbished equipment and repair services, thereby reducing dependence on virgin natural resources. In parallel, we continued to redesign our private label packaging. By year-end 2025, 92% of our private brand plastic packaging was reusable, recyclable or compostable, a result that once again

positions Sonae as an international reference in this area. Although we did not fully achieve our 100% target within the original timeframe, we chose to publicly acknowledge this gap through the campaign "Falhar foi só o início" ("Failing was only the beginning"), reaffirming our commitment to transparency and our determination to pursue ambitious goals with honesty and accountability.

Beyond decarbonisation and circularity, we reinforced our commitment to biodiversity.

Through the Floresta Sonae project, we continued restoring degraded forest areas in Portugal, reaching 409 hectares and planting 535 thousand trees, fully offsetting the greenhouse gas emissions of Sonae's light vehicle fleet, while contributing

to ecosystem regeneration and biodiversity protection.

Sustainability is managed as a structural component of how we operate and grow.

It increasingly informs our capital allocation decisions and the integration of new businesses. The recent integration of Musti, for example, included the alignment of sustainability objectives from the outset, reflecting our conviction that responsible growth must be embedded across the portfolio and throughout every phase of expansion.

Social value

We see our social role in society as creating jobs that contribute to personal growth and social cohesion, encompassing extensive training and skill development, the promotion of inclusion and the strengthening of the communities around us. In Portugal, Sonae remains the largest private employer and thus a particularly important contributor to economic growth and social stability.

We believe employability and skills transformation are among the defining challenges of our time, and we play an active role in bridging education, reskilling and the labour market. Launched in late 2024, the New Career Network continued to scale in 2025, connecting more than 22,000 registered users with high-employability training and job opportunities.

PRO_MOV, the collaborative reskilling programme which we developed in partnership with public and private sector institutions, also continued to expand, surpassing 2,700 participants and reinforcing its role in addressing structural skills shortages. Together, these initiatives reflect our long-term commitment to strengthening workforce adaptability and inclusion.

Building on this commitment, we continued to invest in education and innovation. The Sonae Education Award, now in its third edition, attracted a record number of applications and supported four projects with a total of €150,000, promoting inclusive and forward-looking educational practices. The Innovators Forum 2025 placed Diversity, Equity and Inclusion

at the centre of its agenda, bringing together more than 1,400 participants and exploring how inclusion shapes sustainable transformation.

Diversity and inclusion remain central to Sonae's culture and long-term success. In 2025, women represented 42% of leadership positions across the Group, reflecting our continued progress towards a more balanced and representative organisation. We continued to foster the inclusion of people with disabilities, with 457 colleagues actively contributing across the Group at year-end. Beyond structural inclusion, we maintained dedicated support mechanisms for colleagues facing personal or financial hardship, reinforcing a culture

of solidarity and mutual support.

Alongside these efforts, our cultural transformation advanced in 2025. Through redesigned performance management processes, leadership development journeys and a clearer articulation of long-term ambitions across our businesses, we strengthened accountability, alignment and a culture of performance across the Group.

Community engagement continued to express Sonae's culture of responsibility and civic participation, with 1,500 volunteers involved in Sonae For All activities during the year, contributing directly to the communities where we operate.

Economic value

We see our social role in society as creating jobs that contribute to personal growth

and social cohesion, encompassing extensive training and skill development, the promotion of inclusion and the strengthening of the communities around us. In Portugal, Sonae remains the largest private employer and thus a particularly important contributor to economic growth and social stability.

After a year of very significant portfolio reconfiguration in 2024 - most notably through the acquisition of Musti, the combination of Druni and Arenal, and the acquisition of BCF -2025 was a year focused on integration and consistent execution. Despite some relevant but smaller acquisitions in some business units, emphasis shifted from portfolio reshaping to unlocking the full potential of each business through active ownership and rigorous capital allocation.

Throughout the year, Sonae advanced its strategic agenda across all businesses: reinforcing competitive leadership in our markets, accelerating growth, and implementing the operational transformations required to seize digital and AI opportunities and strengthen profitability across the portfolio.

The integration of Musti and the consolidation of the Iberian health and beauty platform formed by Druni, Arenal and Wells were central priorities in 2025. Particular emphasis was placed on aligning ambitions, strengthening governance and promoting collaboration across the Group, ensuring these businesses were embedded within Sonae's culture of performance, capital discipline and long-term value creation.

The portfolio actions undertaken in 2025 were consistent with this value-oriented approach. NOS enhanced its B2B value proposition through the acquisition of Claranet Portugal; Sierra strengthened its scale and positioning in European property management through the acquisition of Unibail-Rodamco-Westfield's Real Estate Management (URW REM) division in Germany; and Musti expanded its geographic footprint through the acquisition of ZU from MC, reinforcing its position in Iberia. In parallel, Sonae completed the divestment of MO and Zippy through a value-enhancing management buyout, enabling those businesses to pursue their development under the leadership of their management teams.

The consistency of execution translated into a strong financial performance in 2025. Consolidated turnover reached €11.4bn, growing 14% year-on-year, while underlying EBITDA grew 24%. Total EBITDA and EBIT margins also improved. Net result (group share) amounted to €247m, up 11%.

This performance also supported a further strengthening of the balance sheet. Consolidated net debt including lease liabilities decreased 3.5% to €3.2bn at year-end, while holding company loan-to-value decreased from 15.9% to 13.7%. Net Asset Value (NAV) based on market multiples and market capitalisation of our listed companies, reached €5.1bn at year-end, increasing 15% year-on-year and reflecting mostly improved business fundamentals.

For the past two years I have shared the concern of the board of directors that the share price was not reflecting value creation and the resolve to understand the then growing discount to NAV. In addressing this problem, we remained committed to measures consistent with our long-term value creation criteria. Sonae's share price rose by 76% during the year,

significantly outperforming relevant benchmarks, with positive momentum extending into early 2026. This evolution reflected a combination of improving market conditions, the sustained performance of our businesses and a clearer recognition by investors of the intrinsic quality

of our portfolio, together with our continued efforts to enhance transparency and strengthen engagement with the capital markets. The reduction in NAV discount over the year was significant and the Board of Directors is grateful for the extra effort and the successful actions which our teams undertook to tackle the problem. Nevertheless, a material discount remains, and we must continue to work towards the goal of reflecting the full intrinsic value of the Group in the market price.

Total shareholder return reached 86% over one year and 221% over five years, underscoring the sustained value creation capacity of our diversified model.

These achievements reflect the quality, professionalism and ambition of the teams across Sonae.

Building on our momentum

In a context of a changing geopolitical landscape with trade realignments and increasing risks in global value chains, European competitiveness increasingly depends on regulatory clarity and the continued strengthening of the Single Market. For Sonae, as a European group, these conditions are essential to foster scale and sustain long-term investment

in innovation and future technologies. A more integrated Europe strengthens not only economic dynamism, but also resilience in a transforming world.

Within this environment, Sonae remains confident in the long-term potential of Europe, and in particular of the countries we are most invested, for companies capable of combining

profitable growth, agility and financial strength with social and environmental consciousness.

Our priorities remain clear: selective capital allocation, operational excellence, digital acceleration and data-driven decision-making, embedding sustainability as a structural source of competitive advantage, and developing talent and leadership across

the organisation.

At the core of this path lies the ambition to continue building a resilient and high-performing portfolio, where active ownership and collaboration unlock value beyond what each business could achieve alone, delivering sustainable long-term returns and creating meaningful economic and social value.

Appreciation and final message

2025 was a demanding year posing a number of significant challenges. The fact that our teams once again rose to every challenge and tackled the vast majority successfully fills me with pride and gratitude.

To my colleagues on the Board of Directors and on all governing bodies, I offer my sincere appreciation for their personal contribution, their wisdom and unyielding commitment. To the Executive Committee at the holding company and those of all our companies, I would like to publicly acknowledge their determination in driving innovation and value creation in all circumstances.

I also thank all our shareholders and partners for the trust, the long-term relations as well as the constant challenges which are key to our continuous progress.

An equally significant recognition goes to our more than 57,000 employees, who daily demonstrate their commitment to the company, to their teams, and to the values that guide us. Thanks to them, we continue to renew our ambition to do more and better, and to leave a positive mark wherever we operate.

Paulo Azevedo

Chairman of the Board of Directors

‌Message from the CEO

Dear all,

2025 was an outstanding year for Sonae, reinforcing our confidence that we are building a cohesive group of leading businesses with the scale, capabilities and ambition to create economic and social value in the long run.

After a significant reconfiguration of Sonae's portfolio last year, namely through the important investments in Musti and Druni, in 2025 our efforts were focused on successfully integrating these companies, while continuing to support all businesses to thrive even further in their markets.

I am proud to share that we reached record highs with turnover reaching €11.4bn, increasing by 14%, while underlying EBITDA rose 24% to €1.12bn, with a margin improvement from 9.1% to 9.9%.

This operational performance allowed us to consolidate our ongoing deleveraging path and, all in all, to close this year with an impressive NAV growth of 15%.

We are building a cohesive group of leading businesses with the scale, capabilities and ambition to create economic and social value in the long run.

Our businesses thrived

MC once again stood out with a remarkable year.

The grocery segment delivered an outstanding performance, with like-for-like sales growth of 8.3%, driven primarily by a strong volume evolution in a moderate inflation environment. Continente continued to gain market share, further strengthening its leadership position, including in fresh categories and in the online channel. This strong top-line performance, combined with extensive efficiency initiatives, enabled MC to deliver an underlying EBITDA of €728m, a 0.6pp margin improvement year-on-year.

In parallel, MC's health and beauty segment posted another year of accelerated growth, with sales increasing 12% on a comparable basis, supported by a robust like-for-like performance and a continued expansion of the store network. The Druni partnership with the Casp family proved to be a decisive step, establishing a leading Iberian platform alongside Wells. I am very confident in the long-term value creation potential of this growth avenue in a market with structural tailwinds.

Overall, MC delivered an excellent year, with turnover reaching €8.9bn, up 16%

year-on-year, and underlying EBITDA rising to €957m, with a margin expansion of 0.8pp.

Worten delivered very positive turnover growth and progress in profitability throughout the year. Turnover surpassed €1.5bn, supported by continued market share gains, sustained double-digit online growth and the resilience of the core business. iServices, part of Worten, further expanded its presence beyond Portugal, reinforcing its position in an attractive and underserved repair services segment. In October, we also welcomed a new leadership team to steer the company in its trajectory of growth and improved profitability.

Musti delivered solid topline growth, with sales increasing 14% year-on-year, supported by positive like-for-like performance across the Nordics and the integration of Pet City in the Baltics. In December, Musti acquired Zu, which operates in Portugal and was previously part of MC. With this move, Musti further extended its geographic reach. Norway and Finland stood out with particularly strong momentum, while profitability showed clear signs of improvement across all geographies. We remain highly confident in Musti's long-term growth prospects and its strategic fit within Sonae's retail ecosystem.

Sierra delivered improved net results in 2025, supported by the strong performance of its shopping centre portfolio, which recorded yet another year of growth in footfall and tenant sales. In October, Sierra acquired Unibail-Rodamco-Westfield's Real Estate Management division in Germany, becoming the second-largest property manager of third-party shopping centres in the country, building on the deep expertise developed throughout decades. This was an important strategic move for Sierra.

NOS was able to thrive in a new competitive environment and delivered a strong operational performance, with revenues surpassing €1.8bn and underlying profitability improving

year-on-year. In early 2025, NOS took an important step by acquiring Claranet Portugal, to more comprehensively serve the B2B client segment with a broader ICT offering.

These outstanding achievements reflect the strength of our winning value propositions, which consistently reinforce the market-leading positions of our businesses, while we remain disciplined in driving efficiency improvements and making rigorous investment decisions.

This performance has been further fuelled by leveraging collaboration opportunities across our companies, which this year included a very significant reinforcement of our consumer ecosystem through cross-loyalty initiatives such as Worten Life, Combina, and Universo+.

2025 was also an important year in terms of innovation, led by improvements in our digital and AI-driven capabilities, allowing for more customized, individual-centric offers and more efficient ways of serving our clients.

We are confident in the strength of our portfolio, which is well positioned for long-term value creation. It is balanced both geographically and across sectors, with all businesses holding relevant market positions and strong value propositions, benefiting from exposure to markets with solid structural tailwinds. We look to the future with confidence and optimism.

We do what's right

I am also pleased to share that Sonae has once again been invited to be part of the S&P 2026 Sustainability Yearbook, in recognition of our continued ESG progress, a commitment we pursue with unwavering dedication.

In addition, Sonae, MC and NOS were recognized for their leadership in tackling climate change by the Carbon Disclosure Project (CDP), earning a place on the prestigious "A List." This distinction includes only around 1% of the more than 23 thousand companies assessed worldwide, highlighting the strength of our performance and transparency in climate-related matters.

It was with great sadness that we witnessed the unprecedented weather conditions that struck Portugal at the beginning of 2026, causing significant human and material damage. In moments like these, the true character of an organization becomes evident.

I am deeply proud of the way Sonae's teams responded, swiftly mobilizing resources to support the affected communities, partners and suppliers, while working tirelessly to

ensure the continuity of our store operations and telecommunications networks despite an exceptionally challenging environment.

At Sonae, we genuinely care. Supporting the communities where we operate is not just a responsibility: it is part of who we are. Acting with solidarity, empathy, and a strong sense of social duty is unquestionable. When our communities need us most, we stand by them.

Thank you for your support

The strength of our portfolio and the resilience of our businesses, led by talented and energetic management teams, together with the enduring value creation drivers enabled by being part of the Sonae ecosystem, have been increasingly recognized by investors. The evolution of the Sonae share price stood out this year. I could not be prouder of what we have achieved so far and am truly honoured by the growing trust. To our shareholders,

Cláudia Azevedo

CEO

‌1.2.

About Sonae

70's

Vertical integration

50's-60's

Start-up

History

• Expansion of the wood-based panel business into new markets

• Aquisitions of particleboard and wood agglomerate production units

  90's

  Expansion

• Foundation of Sonae as a wood-based panel producer (1959)

• Belmiro de Azevedo joins Sonae (1965)

  80's

  Diversification

  • Sonae goes public with its IPO (1983)

  • Opening of Portugal's first hypermarket

  • Sonae's first cultural letter, defining its DNA

  • Expansion into real estate and opening of the first shopping centre

  • Launch of Público newspaper

  • Sonae joins WBCSD (World Business Council for Sustainable Development)

  • Development of specialised retail formats

  • Expansion of food retail to Brazil

  • Listing of Sierra and partnership with Grosvenor

  • Launch of Optimus mobile operator

1. Management Report

16 1.2. About Sonae

Integrated Annual Report 2025

10's

Portofolio reorganization

00's

International growth

20's

Active and sustainable value creation

• Launch of the Sierra Prime fund

• Introduction of "Our Way", Sonae's cultural and values framework

• Merger of Zon and Optimus, creating NOS

• Acquisition os Salsa and Losan (fashion)

• Establishment of ISRG, a JV with JD Sports and Sprinter

• MC aquires 60% of Arenal Perfumerías

• Sonae subscribes to the Paris Pledge for Action

• Launch of the Universo card

  2025

  • Spin-offs of Sonae Indústria and Sonae Capital

  • Sale of food retail business in Brazil

  • Launch of Continente Online, Sonae's online food retail business

  • Sonae joins the UN Global Compact

  • Sierra expands into Spain, Greece, Germany, Italy and Romania

  • Acquisition of Carrefour Portugal

  • Launch of Sonae IM (Bright Pixel)

  • Expansion of Worten and Sportzone to Spain

  • MC opened the world's largest autonomous supermarket, featuring Sensei technology

    • Sale of 25% of MC and exit from Maxmat, MDS and ISRG

    • Reorganisation of the operations of Worten in Spain

    • Increased exposure to Sierra and NOS

    • Creation of Sparkfood, later refocused on sustainable and active ingredients

    • JV with Bankinter in financial services (Universo)

    • First edition of the Sonae Education Award

    • Acquisition of Musti Group, expanding into the Baltics through Pet City

    • Merger of Druni and Arenal

    • Launch of NCN - New Career Network by R4E in Portugal and Spain

    • NOS acquired Claranet Portugal

    • Sierra acquired Unibail-Rodamco-Westfield's Real Estate Management division in Germany

    • Musti acquired ZU from MC

    • Worten launched Worten Life, integrated with the Continente Card

    • MC and NOS launched the Combina discount programme

    • Sonae Education Award recognised four transformative projects, including a public school

    • Sonae, MC and NOS achieved an A rating from the Carbon Disclosure Project (CDP)

‌Mission and Values

At Sonae, our mission is to create long-term economic and social value, taking the benefits of progress and innovation

to an ever-increasing number of people.

Every day, we strive to go beyond expectations, working together to generate a positive impact on people, communities, and the planet.

We are driven by ambition, curiosity, and an entrepreneurial spirit. With courage, we transform ideas into real impact.

As a diverse group, we harness the best of our capabilities and join forces to overcome challenges and build a better future, every day.

We believe in the power of diversity. To us, every individual is unique, and talent should be recognised, allowing everyone the freedom to be who they truly are.

For us, leadership is not about position but about attitude. To lead

is to inspire, challenge, and support the growth of our people, teams, businesses, and communities.

Thriving together, creating lasting value.

Our mission and values are the foundation of how we act. They are our essence, guiding our present and shaping our future. Through unity and cooperation, we grow and evolve, without ever losing what makes us unique.

We think long term but act now to drive sustainable growth

and create shared value - for our businesses, our communities, and the planet.

Whatever the destination, the path is shaped by our values.

Lead with impact

We turn ambition into action. We strive to have a meaningful impact today and tomorrow.

Own what's next

We act as intrapreneurs first and foremost. We challenge the status quo and drive what's next.

Go further together

We champion our diverse talent. We bring our skills, knowledge, and point of views together to learn from one another and translate them into actions.

Make things simple

We move quickly and keep things simple. We are continuously improving to be more efficient, adaptive, and nimble.

Do what's right

We are committed to doing good business. We act independently and transparently to make the right choices.

‌Strategy and value creation model

Sonae is an investment company committed to generate superior economic, social and natural long-term value.

Sonae invests as a reference shareholder, prioritizing controlling stakes or significant influence to actively shape strategy, governance, and capital allocation. Companies in the portfolio are long-term investments, with relevant or leading market positions, supported by strong value propositions and benefiting from and contributing to unlock further value through collaboration opportunities within the group.

All in all, Sonae provides shareholder stability, capital strength, and strategic support, enabling its companies to pursue value creation opportunities over the long term.

Strategic priorities

Sonae's strategy is guided by three clear priorities:

These priorities guide decision-making, ensuring that Sonae remains well-positioned to create long-term value for all stakeholders.

Strategic approach

Active portfolio management through a disciplined capital allocation framework

Sonae has a strong track record of growth, supported by disciplined capital allocation that ensures efficient resource deployment into existing and new companies, while optimizing the portfolio through strategic divestments when value accretive.

Existing companies in the portfolio go through comprehensive strategic discussions to set priorities and medium-term financial planning to identify resources required to pursue the objectives, either organic or inorganic. By forecasting resources needed by its companies, Sonae prioritises capital allocation, namely to high-growth opportunities.

This disciplined capital allocation approach is key to keep the portfolio of companies aligned with Sonae's long-term strategy, securing that each business plays a role and, thus, portfolio results well-balanced.

When evaluating investment opportunities, Sonae values the following principles:

• High-growth sectors, seeking market-leading companies with strong competitive advantages and distinctive value propositions. In Sonae's portfolio, Musti, in the segment of pet retail, and Health, Wellness and Beauty ecosystem composed by Wells, Druni and Arenal banners, part of MC, are relevant growth avenues in markets with strong tailwinds.

• Opportunity to unlock synergies through Sonae's scale, knowledge, financial strength and

  existing businesses, positioning Sonae as the right reference shareholder for the company.

• Influential position as Sonae prioritizes sizeable stakes, to drive strategy and to enable the linkages and opportunities for collaboration between companies.

• International exposure as new investments are expected to reinforce geographic diversification, should strong fundamentals and scalable growth be granted.

• Strong corporate governance as companies must observe entrepreneurial, high-quality

  management teams aligned with Sonae's vision, values, and ethical standards.

• Responsible and sustainable investments, supporting companies in developing sustainability strategies that address material risks, opportunities, and long-term impact and following Sonae's commitment towards ambitious ESG targets.

After an investment is completed, integration of the new company comes as a critical step of

Sonae's value creation model.

Beyond transaction execution, the effective incorporation of newly acquired company into Sonae group's portfolio is essential to fully capture synergies. Sonae adopts a pragmatic integration approach, focused on safeguarding each company's entrepreneurial spirit and autonomy while partnering in aligning governance, strategic priorities, values, shared platforms and opportunities for collaboration. This ensures smooth transition, accelerates value creation, and supports sustainable performance over the long-term.

Strong engagement with companies in the portfolio

Sonae is represented on the Boards of Directors of all its companies and participates on various cross-companies committees. It can thereby participate in each company's most relevant decisions, challenge the executive teams and instil opportunities for collaboration, without taking the place of its management.

As an active parent company, Sonae plays a hands-on role in challenging and shaping the strategies of its portfolio companies, leveraging deep sector expertise while ensuring alignment with the Group's vision. This approach strengthens performance, competitiveness, and, therefore, value creation of each business.

Sonae is also uniquely positioned to foster collaboration across its portfolio, unlocking additional sources of value. As a result, the value generated by its companies exceeds what would be achieved on a standalone basis, meaning that Sonae's overall value is greater than the sum of its parts.

Collaboration opportunities are diverse, and portfolio companies have already seen tangible examples that enhance customer value propositions, expand business opportunities, and accelerate innovation adoption. Furthermore, mobility of talent across the group ensures the deployment of expertise aligned with business needs and scale contribute to deliver additional cost efficiencies. Ultimately, being part of the Group allows companies to benefit from Sonae's financial strength and well-established trust and credibility, strengthening their competitive edge across the markets in which they operate.

Embedded a robust sustainability strategy

Reinforcing its long-term commitment to sustainable development, Sonae and its portfolio businesses continue to implement and refine their Sustainability Strategy as part of an ongoing journey. Building on the reassessment of sustainability priorities undertaken in 2022, Sonae, as an active portfolio manager, continues to strengthen execution and integration across the portfolio, supported by a rigorous and comprehensive analytical framework that informs decision-making and future priorities.

The strategic axes that guide our strategy- Promoting Circularity, Valuing Biodiversity and Water, Accelerating Decarbonisation, Managing with ESG Criteria, and Enhancing Human Development; act as a compass, guiding Sonae's positioning, activities, and sustainability commitments across its portfolio.

In an ever-evolving socio-economic landscape, our sustainability strategy is designed to remain adaptable, addressing future challenges while remaining grounded in scientific evidence and measurable targets that support the long-term well-being of future generations. Each of the five strategic axes has a dedicated roadmap, carefully structured to drive progress towards clearly defined commitments and targets. The actions and objectives included in these plans are promoted, discussed and overseen by the Sustainability Advisory Group, a body sponsored by the Chairman of the Board and Sonae's CEO.

This integration aligns with stakeholder expectations and fosters long-term value creation, particularly in the context of business expansion and acquisitions. Moreover, it provides a competitive advantage by ensuring the resilience of ESG performance across the entire value chain.

At the same time, it allows Sonae to align business practices with broader sustainable development goals, namely with the United Nations Sustainable Development Goals (UN SDGs).

Value creation model

‌Share capital and ownership

Share capital

The share capital of Sonae SGPS amounts to €2,000,000,000, fully subscribed and paid up, divided into 2,000,000,000 nominative ordinary shares, each with a nominal value of €1. All shares representing the Company's share capital are admitted to trading on the Euronext Lisbon regulated market under the ISIN code PTSON0AM0001.

Shareholder structure

Sonae benefits from a stable shareholder structure, with a family-owned holding company as its controlling shareholder. As of 31 December 2025, qualified shareholdings, pursuant to Article 16 of the Portuguese Securities Code and based on the notifications received by the Company, were held by Efanor Investimentos, SGPS, S.E., representing 53.05% of the Company's share capital, and Criteria Caixa, S.A.U., representing 5.00%.

On the same date, the Company held 55,221,933 treasury shares, representing 2.76% of its share capital and the corresponding percentage of voting rights.

Source: Information on qualified shareholdings based on the latest notifications received by the Company.

Corporate governance framework

Sonae adopts a one-tier governance model, under which the Board of Directors holds management responsibilities, while supervisory functions are performed by the Statutory Audit Board and the Statutory External Auditor.

The Board of Directors is responsible for setting the Company's strategic direction and ensuring the sound management of its business, overseeing the Executive Committee and supported by specialised committees: the Board Audit and Finance Committee, the Board Nomination Committee and the Board Remuneration Committee. The Board of Directors also appointed the Ethics Committee (chaired by a Non-Executive Director) with specific competencies in overseeing compliance with the Sonae's Code of Ethics and Conduct.

Elected at the 2023 Shareholders' General Meeting for the 2023-2026 term, the Board of Directors comprises twelve members, nine of whom are Non-Executive Directors, including five Independent Directors. Its composition reflects a balanced mix of experience, expertise and diversity, ensuring effective oversight, independence and sound decision-making aligned with the Group's size, complexity and risk profile.

On 3 July 2025, João Günther Amaral resigned as an Executive Director and was replaced on the same date by Eduardo Humberto Santos Piedade, appointed by co-optation.

As a holding company, Sonae grants a high degree of autonomy to its portfolio businesses, which operate under their own governance structures while adhering to shared principles of accountability, transparency and strategic alignment. Regular interaction between Sonae's corporate team and the management bodies of its subsidiaries ensures cohesive oversight and consistent execution across the Group.

Further information on Sonae's corporate governance model is presented in the Corporate

Governance Report.

Board of Directors

‌Risk management

How we manage our risks

Sonae's risk management framework is designed to identify, assess and manage risks and opportunities across the business ecosystem, implementing measures to mitigate risks and capitalize on opportunities to drive long-term value creation.

Risk-taking is inherent to value creation, and effective risk management provides a competitive advantage. At Sonae, we recognize that risks can challenge our business model and strategic goals, so we focus on converting them into opportunities. Risk management is embedded in our corporate culture and stands as a key pillar of our Corporate Governance. It is an integral part of our management processes and a shared responsibility across all employees.

Given our diversified presence across markets and geographies, the framework operates dynamically at both business unit and group levels. It is integrated into Sonae's planning processes, ensuring alignment between strategy, processes, people, technology and expertise. The goal is to identify, evaluate, and manage the threats and opportunities that Sonae and the portfolio companies may face in pursuing their business objectives and value creation goals.

The system is regularly monitored and reviewed to ensure its effectiveness and timely response to emerging challenges. The Board of Directors directly oversees the framework, supported by the Risk Management Consulting Group, which coordinates the process and ensures an integrated view of risk across the portfolio. The Board is responsible for monitoring the system's effectiveness and ensuring appropriate procedures to identify, assess and manage risks affecting the Group and its stakeholders.

To support this approach, Sonae has implemented a robust Enterprise-Wide Risk Management (EWRM) framework structured around five steps: (i) risk identification; (ii) risk assessment; (iii) treatment options; (iv) risk mitigation; and (v) monitoring and reporting.

As part of this process, we define our risk appetite - the level of risk the organization is willing to assume in pursuit of its strategic objectives within predefined constraints. Risk appetite is determined by assessing residual risk severity alongside the strategic relevance of each activity, considering risk materiality, sector positioning and the organization's risk tolerance.

Through the Risk Matrix, we assess both the likelihood and potential impact of risk events, enabling appropriate prioritisation and response. Reflecting the maturity of Sonae Group and the robustness of its risk management process, we adopted an asymmetric 4x4 qualitative matrix model, positioning risks across 16 quadrants and allowing a more refined assessment.

Risks remain classified into two main domains - Business Environment Risks (external) and Business Process Risks (internal) - and are assessed as Low, Medium, High or Critical, based on probability and impact criteria defined by the Group. This structure supports effective prioritisation and mitigation of the most significant risks.

All risks are monitored by Area Executives. For critical risks - those with high likelihood and significant impact - a Board member and a deputy (the Area Executive) are appointed to define mitigation and resilience plans and establish relevant key risk indicators (KRIs). For each KRI, risk appetite, trend and maximum thresholds are defined in line with the Executive Committee's guidelines. This plan is embedded in processes, procedures and systems through defined limits and control mechanisms. Risk trends are assessed over each three-year cycle to anticipate developments.

Regarding external critical risks, while acknowledging limited direct control, the Board assesses their potential impact and integrates them into decision-making processes. For internal critical risks, the Board ensures appropriate controls and mitigation mechanisms are in place. This proactive approach allows us to manage critical risks effectively, preventing them from posing a threat to the group and its portfolio companies. Critical risks are typically long-term in nature and are reviewed annually.

Throughout 2025, the corporate risk management team coordinated the implementation of the EWRM exercise, ensuring consistency in methodologies, practices and timelines. The process followed a structured cycle:

• First quarter: Identification of risks potentially affecting Sonae and development of the risk dictionary and taxonomy.

• Second quarter: Risk assessment by the Executive Committee, followed by analysis, calibration and Board approval. The 2025 risk matrix was established, critical risks identified and respective owners appointed. In 2025, a new critical risk was identified: Political instability and geoeconomic disruption.

• Second half of the year: Critical risk owners identified root causes, defined response options, implemented mitigation plans, established risk indicators and reported progress.

The annual risk and financial impact assessment cycle was completed in accordance with the EWRM model.

We also assessed the adequacy of procedures to ensure compliance with whistleblower protection legislation (Law 93/2021) and the general framework for corruption prevention v(Decree-Law 109-E/2021). In line with these requirements, the Corruption and Related Offences Risk Prevention Plan will be reviewed and updated in 2026.

In addition, Sonae is exposed to financial risks such as exchange rate, market and equity risks, which are appropriately identified and managed. Further details are available in the notes to the Consolidated Financial Statements.

Emerging risks and their business impact

Beyond prioritising current risks, we actively monitor and assess emerging risks that may impact our strategic objectives. These refer to potential threats or opportunities that are still evolving or not yet fully understood, often arising from technological, geopolitical or regulatory developments. As part of our risk management process, we adopt a forward-looking approach, tracking the external environment and relevant research to integrate these risks into our overall framework and ensure preparedness and robust response strategies.

Adverse consequences of AI and frontier technologies

In 2025, we continued to monitor the potential adverse consequences associated with the rapid global adoption of Artificial Intelligence and frontier technologies. Technologies such as generative AI, biotechnology, geoengineering and brain-computer interfaces expose organisations to new ethical, security and intellectual property vulnerabilities.

Sonae is implementing a compliance project aligned with the AI Regulation, including the development of a Responsible Artificial Intelligence Programme. This programme establishes governance measures and technical and organisational controls to ensure trustworthy and compliant AI use. It includes mechanisms to limit access to sensitive capabilities, ensure transparency in AI-generated outputs, monitor model performance throughout their lifecycle and assess risks related to bias or unfair outcomes.

The programme also promotes environmental responsibility in AI systems, provides channels for raising concerns regarding AI-supported decisions and evaluates the contribution of AI initiatives to sustainability objectives.

Aware that the lack of AI literacy amplifies the risks associated with these technologies -potentially leading to incorrect decisions, loss of competitiveness, and human, environmental, and economic impacts such as unemployment, displacement, and health issues - Sonae proactively promotes AI literacy. To this end, it develops initiatives such as the Generative AI Community of Practice, theoretical and practical training sessions, as well as individual sessions (AI Clinics).

A Responsible Artificial Intelligence Adoption and Use Policy has also been adopted, setting out the Group's commitments regarding AI development and use in alignment with regulatory requirements (for more details on the mitigation measures associated with this risk, see the "Technological Risks" section of the "Critical Risks Taxonomy"). Awareness and training of employees on the ethical and safe use of AI constitute an integral component of this programme, which is subject to continuous review and ongoing improvement.

Interstate conflict with regional consequences

In 2025, geopolitical instability and rising tensions increased the likelihood of conflicts with economic, military, social or cyber dimensions. Such conflicts may disrupt supply chains, restrict market access and affect business continuity and profitability.

Although exposure is mitigated through proactive monitoring of geopolitical developments and institutional dialogue with national and European authorities, the risk remains dynamic. Sonae continues to strengthen engagement in European and global forums focused on supply chain resilience and geopolitical risk, and maintains close relationships with embassies, chambers of commerce and multilateral organisations to enhance political intelligence.

Political instability and geoeconomic disruption

Political instability, protectionist policies and the strategic use of economic instruments -including sanctions, tariffs, investment restrictions and export controls - may restrict market access, distort competition and disrupt supply chains. These dynamics may generate inflationary pressures, affecting costs, margins and sustainable growth.

This risk is closely linked to Interstate conflict with regional consequences, as both reflect growing geopolitical tensions and the increasing use of economic and political mechanisms as instruments of power.

Sonae mitigates exposure through its diversified portfolio and geographic footprint.

Macroeconomic environment

‌2025 unfolded in a complex global macroeconomic environment, marked by periods of increased volatility but also by some stabilising developments. Geopolitical uncertainty remained elevated, with the conflict in Ukraine largely at a standstill, heightened instability in the Middle East, and global attention shifting towards the United States following the start of a new administration and changes in foreign policy orientation. The introduction of new tariff measures affecting several economies, including the European Union, contributed to a more challenging international trade environment, particularly for export-oriented sectors, even though some trade agreements were reached during the year.

In parallel, technological investment, particularly in artificial intelligence, continued to accelerate globally, supporting long-term productivity gains and competitiveness across multiple sectors. However, the scale and speed of investment, combined with strong increases in equity valuations across the technology sector, especially among companies exposed to artificial intelligence-related activities, also contributed to growing concerns about potential financial market volatility.

Against this backdrop, economic growth in the Eurozone showed a gradual improvement, supported primarily by private consumption. Resilient labour markets, low unemployment and continued growth in real wages helped sustain household spending, while inflationary pressures remained largely contained. This environment allowed the European Central Bank to adopt a more accommodative monetary stance, contributing to improved predictability in interest rates. Within this overall context, economic conditions compared favourably across the European markets in which Sonae operates, albeit with differentiated growth dynamics.

Iberia emerged as one of the most dynamic regions in Europe, with Portugal and Spain standing out within the European context. In Portugal, economic activity expanded by 1.9%, driven by a robust performance of private consumption, which grew by 3.5%. The labour market delivered a particularly strong contribution, with employment increasing by 2.3%, reflecting continued immigration inflows. At the same time, solid wage growth, together with

government measures aimed at supporting household incomes, translated into a strong expansion of disposable income, strengthening purchasing power and reinforcing consumption dynamics.

A broadly similar trend was observed in Spain, which remained one of the main contributors to overall Eurozone growth. The Spanish economy expanded by 2.8%, with private consumption again acting as the main growth driver (+3.4%). This performance was supported by a resilient labour market, with employment growing by 2.7% and the unemployment rate continuing its downward path to 10.5%, still a high level by European standards. As in Portugal, household disposable income recorded solid growth. Spain also benefited from a recovery in investment and strong export performance, further supporting overall economic growth.

The Nordic economies provided a complementary macroeconomic backdrop, characterised by high income levels, well-established consumer markets and strong institutional frameworks, with recovery progressing at different speeds across the region. In Finland, economic activity remained broadly stable, with GDP growing by 0.2%. Private consumption declined marginally, reflecting a softer labour market and cautious consumer sentiment.

Sweden confirmed a recovery following the modest expansion in the previous year, with GDP growth accelerating to 1.5%. Despite a still challenging labour market environment, employment increased slightly, while easing inflation and a gradual recovery in purchasing power supported a 1.6% expansion in private consumption. Norway remained the most resilient economy in the region. Mainland GDP grew by 1.8%, supported by private consumption (+2.7%) and a comparatively stronger labour market.

In Germany, after two consecutive years of recession, economic activity returned to marginal growth, marking the beginning of a gradual recovery. While overall growth remained subdued, private consumption showed relative resilience, increasing by 1.6%. Despite ongoing structural challenges, the size, depth and diversification of the German economy continue to make it a central reference within the European economic landscape.

The Baltic economies showed a mixed but overall improving performance. In Latvia, the gradual recovery observed in the previous year continued, with GDP growing by 2.1%, despite private consumption remaining broadly flat. Estonia followed a similar path, as the economy continued to recover from the contraction recorded earlier, although private consumption remained subdued and struggled to gain momentum. Lithuania stood out within the region, with economic growth reaching 2.9%, supported by private consumption, which increased by 2.0%, reflecting improving household conditions.

Overall, European economies continued to consolidate their recovery, albeit at different speeds and with varying growth drivers. Within this context, the Iberian economies stood out as key contributors to growth, while the Nordic and Northern European economies provided a backdrop of stability and resilience across Sonae's main geographies.

Source: Eurostat and national statistical offices

‌Strategic initiatives

Portfolio developments

During the year, Sonae continued to actively shape and strengthen its portfolio through targeted transactions across its businesses. These transactions reinforced strategic positioning and specialised capabilities in selected markets and segments, supporting the expansion of core platforms, the scaling of services-led activities and the consolidation of leadership positions, both domestically and internationally.

Group-wide initiatives

Group-wide initiatives are business-led projects reflecting shared strategic priorities and cross-business collaboration. They leverage scale, complementary capabilities and Sonae's ecosystem to develop shared platforms and solutions, that accelerate innovation and deliver tangible benefits for participating businesses and their customers.

Combina: a cross-sector discount programme

Launched at the end of 2025, Combina is an integrated cross-sector offering developed in partnership between MC, NOS and Galp, bringing together grocery retail, fuel, electricity, gas, and telecommunications in a single value proposition. The initiative combines three leading brands to deliver a differentiated savings model for customers.

Combina operates as a cross-discount programme between Continente, NOS and Galp, allowing customers to accumulate balance on the Cartão Continente through everyday consumption across these services and to redeem savings on supermarket purchases at Continente and fuel at Galp stations. The programme is structured around different participation levels, with higher savings unlocked as customers combine more services, delivering recurring and cumulative savings across essential household expenses.

By combining collaboration across Sonae businesses with a strategic partnership with Galp, a market leader in its sector, Combina enables the development of a scalable, customer-centric offering spanning multiple essential consumption categories.

Worten-NOS Home security solution

Worten Life: loyalty ecosystem integrated with Cartão Continente

Launched in October, Worten Life integrated Worten's loyalty proposition with the Cartão Continente programme, bringing together two of Sonae's leading brands - Worten and Continente.

The initiative introduced a more integrated and customer-centric omnichannel loyalty experience, enabling customers to earn and redeem Cartão Continente balance on Worten purchases, benefit from

discounts across a network of around 3,500 partners, extended return periods from 15 to 30 days, and access digital purchase and invoice history. With approximately 3 million customers, Worten Life reinforced omnichannel engagement and simplified customer interactions across brands.

By linking Worten's loyalty programme to Cartão Continente, Worten Life strengthened cross-business synergies and contributed to deeper customer engagement across Sonae's retail ecosystem.

MC-Musti: operational collaboration and synergies

In February, Worten launched a home alarm solution in partnership with NOS, supported by Securitas' security and monitoring expertise, further expanding Worten's services offering for the home. The initiative combines Worten's retail reach and service platform with NOS's connectivity and technology capabilities.

The service is available through Worten's physical and digital channels and includes professional installation and 24/7 monitoring, providing a scalable home security service for residential customers.

During 2025, MC worked closely with Musti to generate operational synergies, leveraging MC's scale, expertise and platforms to support Musti's development within the Group.

Key initiatives included the introduction of Smaak, Musti's own-brand pet food range, across Continente stores, the sharing of logistics and supply chain know-how, and facilitated access to MC's China Office to support sourcing activities. These actions reflect a pragmatic approach to collaboration within the Group, enabling knowledge transfer and operational support while preserving Musti's business autonomy.

Universo+: enhanced credit card value proposition Continente intelligent store powered by Sensei

Universo launched Universo+, an evolution of the Cartão Universo, introducing a renewed value proposition and refreshed visual identity. Universo+ features enhanced

This joint initiative between Universo and MC strengthened the attractiveness of the Cartão Continente programme for food retail customers. Combined with the possibility to use benefits across multiple Sonae brands, it supported stronger customer retention and deeper engagement across the Group's retail platforms.

Mariana: AI-powered assistant for Continente customers

Continente launched "Mariana", the first virtual assistant developed for a grocery retail chain in Portugal with a high level of personalisation and natural language interaction. Available 24/7 across Continente Online and the Cartão Continente app, Mariana provides immediate and personalised customer support, enhancing the omnichannel service experience.

Developed in partnership with Automaise, a company from Bright Pixel Capital's portfolio, Mariana combines Continente's knowledge of customer journeys with advanced generative AI and conversational agent capabilities. The virtual assistant

supports a wide range of customer interactions, including order-related queries and coupon recovery, while helping to reduce pressure on traditional service channels and improve operational efficiency.

In January, MC opened the Continente Bom Dia São Romão (Leiria), the world's largest autonomous supermarket, developed in partnership with Sensei,

a company from Bright Pixel Capital's investment portfolio. The 1,200 m² store represents a landmark in smart retail, combining food retail expertise with advanced artificial intelligence and sensor-based technology.

Powered by Sensei's AI, computer vision and autonomous checkout solutions, the store enables a seamless shopping experience in which customers can enter, select products and leave without manual scanning, while maintaining assisted sales and hybrid checkout options to ensure inclusivity. The model eliminates queues and scanning errors, provides real-time basket tracking, and generates valuable operational insights, supporting both efficiency and customer convenience. The project was supported by PRR funding, in line with national digitalisation priorities.

The Continente Bom Dia São Romão store was awarded the Digitalisation Award by EuroCommerce, recognising MC's leadership in applying technology to the retail experience.

BrightCity: smart buildings and smart city platform by Sierra and NOS

BrightCity is a smart buildings and smart city operator resulting from the collaboration between Sierra and NOS, combining real estate operating management expertise with advanced connectivity, sensorisation and digital solutions. The company focuses on improving the energy efficiency, sustainability and operational performance of complex, multi-site real estate assets through integrated energy and building management solutions.

In 2025, BrightCity continued to expand its smart building and smart city solutions, advancing the rollout of connected infrastructure, energy efficiency initiatives and data-driven monitoring across selected assets. This collaboration illustrates how complementary capabilities within the Group can be combined to enhance the efficiency and intelligence of real estate operations.

Highlights across businesses

Throughout 2025, Sonae's businesses advanced a broad set of operational and strategic initiatives aligned with their specific priorities and market dynamics. The highlights below represent selected examples of this activity, illustrating how each business strengthened core operations, expanded growth platforms and enhanced capabilities across the Group's portfolio.

Grocery

Market leadership in Fresh products

In 2025, MC achieved market leadership in Fresh products for the first time, representing a significant milestone for the company. This outcome follows several years of sustained investment in assortment quality, sourcing and in-store execution, supported by a consistent operational focus across fresh categories.

Data-driven optimisation of store space and assortment

MC continued to optimise in-store space and assortment through an in-house data analytics methodology. During the year, more than 50 categories and around 20,000 SKUs were reviewed, enabling more tailored assortments aligned with local customer needs across banners and store formats.

Strengthening of private label offering

MC reinforced its private label offering through sustained investment in quality improvements and innovation. During the year, more than 400 new private label products were launched, strengthening the value proposition across all key categories. This translated into annual private label revenues above €1 billion, with MC's private label leading market share gains in 2025 and further consolidating its market leadership.

Expansion and modernisation of the store network

MC continued to expand and upgrade its grocery store network. During the year, the company opened 13 new supermarkets, bringing its total grocery retail network to over 400 stores nationwide and further strengthening customer proximity. Alongside this expansion, MC completed more than 22 refurbishments in 2025, resulting in over 70% of the grocery portfolio being refurbished over the past decade (excluding new openings).

40 years of the first Continente hypermarket

In December, Continente celebrated the 40th anniversary of the opening of the first hypermarket in Portugal, which opened in Matosinhos, marking the beginning of a growth journey defined by innovation, scale and a consistent focus on meeting Portuguese consumers' needs.

Health & Beauty

Expansion of the health and beauty store network in Iberia

In 2025, MC strengthened its health and beauty store network across Spain and Portugal through the opening of 33 Druni stores, 1 Arenal store and 8 Wells stores. This sustained expansion reinforced customer proximity and brand reach, with the combined store base exceeding 835 stores across the two markets.

Opening of Druni's first physical stores in Portugal

During the year, Druni opened its first physical stores in Portugal, located in Porto, Almada, Braga and Viseu. Following the launch of druni.pt in late 2024, this step reinforced Druni's commitment to the specialised beauty segment in the Portuguese market.

Opening of a new Wells flagship store in Lisbon

MC inaugurated the largest Wells flagship store in Chiado, one of Lisbon's most prominent retail locations. This emblematic new store reflects the evolution of the Wells brand, combining technology and modern design to enhance the customer experience in health and beauty retail.

Growth of Wells' optical segment

Wells' optical segment recorded strong growth during the year, driven by the opening of 8 new stores. This expansion brought the network to over 200 optical points of sale, including 24 standalone stores, reinforcing Wells' positioning as a reference brand in this specialised segment.

Enhanced online customer experience

Worten continued to enhance its online customer experience through the evolution of key digital functionalities, delivering a more intuitive and personalised journey. During the year, improvements across payment solutions, delivery options, coupon usability, personalisation and cross-selling were implemented, alongside a significant increase in product reviews.

The Worten app further consolidated its role as a core pillar of the omnichannel proposition, with strong growth in both install base (+35%) and active users (+30%).

New omnichannel services platform

Worten launched a new omnichannel services platform that enables automatic customer and product recognition across online, call centre and in-store interactions, simplifying service journeys and allowing customers to initiate and track repairs autonomously. This platform significantly improves customer experience while reducing administrative workload for teams and reinforcing services as a strategic business pillar.

Strengthening of retail media proposition

Worten reinforced its retail media proposition through Worten Ads, integrating more than 50 leading brands and over 10% of marketplace sellers. During the year, new in-store and online advertising formats were rolled out, including digital screens across 77 stores and sponsored product activation in the marketplace, positioning retail media as a growing and increasingly relevant source of profitability.

Artificial intelligence in contact centre and store operations

Worten continued to expand the use of generative AI across customer service and store operations. In the contact centre, the AI-powered bot was enhanced with new use cases, enabling faster and more accurate responses to customers on topics such as order status, repairs and warranties, while improving operational efficiency. In stores, the AI copilot supported daily operations by providing instant access to procedures, order status and active campaigns, strengthening execution quality, productivity and autonomy of store teams.

Logistics automation

In July, Worten implemented a new sorter system at its distribution centre. This automated solution enables faster and more efficient preparation of online orders for home delivery and store fulfilment, improving lead times, extending daily order cut-off times and increasing next-business-day delivery volumes, supporting a more efficient and agile omnichannel operation.

Expansion of iServices

iServices maintained its strong growth trajectory, reinforcing its footprint in Portugal and accelerating international expansion. During the year, the brand opened 12 new stores in Portugal, 10 in Belgium, 7 in France and 5 in Spain (of which 2 in the Canary Islands), while entering the Netherlands for the first time with 3 openings. As a result, iServices ended 2025 with a network of 130 stores across 6 countries, supporting strong revenue growth and strengthening its position as an international specialised services platform.

Investment in Lieto pet food factory

Musti continued to invest in its pet food factory in Lieto, Finland, reinforcing its positioning in locally produced pet food. Increasing the share of own-brand food produced in-house enhances quality control, improves supply chain flexibility and supports gross margin development. The investment also strengthens Musti's ability to respond to growing demand for high-quality, sustainably produced products, while further differentiating its own-brand offering.

Integration of Pet City in the Baltics

Musti progressed with the integration of Pet City, whose acquisition marked the company's entry into the Baltic markets and established a new growth platform in the region. Pet City combines retail, veterinary services and e-commerce, supporting a comprehensive pet care offering. As the integration reaches its final stage, Musti has focused on enhancing the business's assortment, ecosystem and operating model, with expected benefits for future growth and profitability. The experience gained throughout the integration process reinforces Musti's capabilities to support further expansion.

Expansion of own-brand and exclusive product offering

Musti continued to expand its portfolio of own-brand and exclusive products, strengthening differentiation and supporting margin development. By leveraging in-house capabilities and close supplier partnerships, the company enhanced its offering across key categories, focusing on quality, innovation and tailored solutions for pet needs. This strategy reinforces customer loyalty and enables Musti to capture greater value across the product lifecycle.

Expansion of store and service network

Musti continued to expand its store network in 2025, with net openings of 16 stores across its core markets, including 12 in the Nordic countries and 4 in the Baltics. The acquisition of ZU at year-end further expanded the company's footprint, adding a network of 65 stores in Portugal. Alongside this expansion, Musti invested in broadening its service offering, including veterinary services, reinforcing its integrated pet care ecosystem. Further development of its online offering complemented the physical network, reinforcing Musti's omnichannel model and supporting scalable growth.

Leveraging IT and digital platforms

Musti continued to strengthen its IT and digital platforms, alongside its logistics backbone, supporting increased operating leverage and scalability across the business. These investments enhance data integration, improve operational efficiency and enable more personalised customer engagement across channels. This creates the conditions to scale the business more efficiently, with fixed costs spread across higher volumes, supporting profitability.

DECO PROteste top ranking across all core telecom services

NOS became the first telecom operator in Portugal to be recognised by DECO PROteste as the best performer across the three core telecom services: Mobile network, Wi-Fi and TV. This unprecedented distinction, based on independent testing, highlights NOS' superior mobile experience, leading Wi-Fi performance in speed and coverage, and a highly rated TV service, noted for its usability, functionality and energy efficiency. This recognition reflects NOS' commitment to delivering best-in-class infrastructure and a differentiated, customer-centric experience across all key services.

Full fibre coverage across Alentejo coast

NOS achieved full fibre coverage across Alentejo coast, becoming the first operator to bring next-generation fixed connectivity to areas that previously lacked access to fibre-based services, including communities such as Porto Covo, Cercal and Sonega, which gained access to fibre connectivity for the first time. This expansion significantly enhances digital inclusion in the region, supporting high-quality internet access, remote work and education, while reinforcing the region's attractiveness for residents, businesses and tourism.

Launch of VoNR technology on 5G+ network

NOS introduced Voice over New Radio (VoNR) in Portugal, enabling customers to benefit from clearer voice calls, near-instant connection times and seamless use of voice and high-speed data simultaneously. Leveraging the capabilities of NOS' 5G+ network, this technology enables greater energy efficiency and a more fluid and reliable communication experience, while paving the way for new digital use cases.

Launch of CyberInspect, a digital risk monitoring platform

NOS established a new business area focused on digital risk monitoring and launched CyberInspect, a solution that makes cybersecurity testing more accessible and easier to use for all organisations. Through a user-friendly platform that combines multiple testing technologies, CyberInspect enables companies to identify vulnerabilities, assess their exposure and define mitigation actions in a simple and supported way. Leveraging AI, the platform delivers actionable insights, helping businesses strengthen their resilience in an environment of increasing cyber threats and regulatory requirements.

Leadership in European patent applications

NOS Inovação was, for the second consecutive year, the leading Portuguese entity in European patent applications, according to the European Patent Office (EPO). This recognition reflects NOS' strong commitment to innovation and R&D, with patent filings spanning key areas such as artificial intelligence, cybersecurity, blockchain and immersive technologies. It reinforces the company's role as a key contributor to the national innovation ecosystem and its focus on developing differentiated technological capabilities.

Expansion of NOS Smart Home in residential developments

NOS accelerated the deployment of its Smart Home solution in 2025, with the first connected homes delivered and more than 3,000 units either under development or in the pipeline across multiple residential projects. This growth reflects increasing adoption by leading real estate developers, positioning NOS as a key technology partner in the Portuguese residential market. By integrating features such as smart access, security and remote control into a single ecosystem, the solution enhances convenience, efficiency and the overall living experience.

Sustainability excellence recognized in Portugal and Romania

Vasco da Gama (Portugal) and ParkLake (Romania) achieved BREEAM In-Use Outstanding certification for both asset and management performance, the highest level within a globally recognised sustainability assessment framework for real estate. These recognitions reflect Sierra's consistent application of demanding environmental and operational standards across development and ongoing asset management.

Advancing energy transition across the shopping centre portfolio

Sierra completed a two-year programme for the installation of photovoltaic panels across 16 shopping centres, with 13 sites already in operation. These installations are expected to cover, on average, 23% of the centres' energy consumption, with several assets already generating more than a quarter of their energy needs on-site, supporting the transition towards renewable energy sources.

New investment vehicle launched with ArrábidaShopping and GaiaShopping

Sierra launched its first open-ended, multi-sector investment vehicle in partnership with Caixa de Crédito Agrícola Mútuo, seeded with ArrábidaShopping and GaiaShopping. The vehicle provides a flexible capital structure to support future acquisitions across Europe, while leveraging the strong operational performance of these flagship assets.

Strategic move into purpose-built student accommodation (PBSA)

Sierra entered the purpose-built student accommodation segment through a joint venture with a specialised partner, acquiring its first asset in Madrid - an office building to be converted into student housing with over 300 beds. This move marked the first step into a new growth platform, reflecting a targeted expansion into a segment with attractive structural fundamentals.

Lisbon acquisitions and Lagos development advance hospitality strategy

Sierra advanced its hospitality strategy through the acquisition of three hotel assets in Lisbon within its dedicated hotel investment vehicle, and the development of a new luxury hotel in Lagos, Algarve. These initiatives strengthened its presence in key urban and leisure locations, supporting its positioning in the premium segment.

Delivery of República5, a mixed-use development in Lisbon

During the year, Sierra delivered República 5, a mixed-use development in Lisbon combining residential and office components. All 20 residential units were sold prior to completion, while the leasing of the office spaces is underway, reflecting strong demand and the asset's positioning in a prime urban location.

Launch of the Digital 2.0 project

Universo launched the Digital 2.0 project, delivering a significantly enhanced user experience across its digital channels. This initiative supported higher customer engagement and strengthened digital as a core pillar of Universo's operating model.

Review of credit limits and risk assessment model

Universo implemented a review of its credit limits framework, supported by a new risk assessment model for new customers and enhanced credit limit practices for the existing customer base. This initiative improved credit risk management while supporting the growth of the Universo card balance.

Mortgage credit intermediation partnership with Bankinter

In July, Universo expanded its financial services offering through a mortgage credit intermediation partnership with Bankinter. This initiative supported the diversification of Universo's product portfolio, leveraging the joint venture's capabilities to address a broader set of customer financial needs.

Adaptation to the Digital Operational Resilience Act (DORA)

Universo implemented new policies, controls and operational practices to ensure compliance with the Digital Operational Resilience Act, reinforcing its digital resilience framework.

Porto Cyber Nexus strengthens the cybersecurity ecosystem

In July, Bright Pixel hosted the Porto Cyber Nexus, a cybersecurity-focused event that brought together its portfolio companies alongside founders, CISOs, operators, investors and partners from across the Sonae Group and the wider market. The event reinforced Bright Pixel's role as a convenor of the cybersecurity ecosystem, fostering collaboration, knowledge-sharing and the development of new partnerships across the value chain.

Pivot to an operational ingredient company

In 2025, Sparkfood refocused its business model from an investment platform in Food & Agtech to an ingredient-based group centred on active ingredients. Today, Sparkfood combines two established European ingredient companies - Evra Group (Italy) and BCF Life Sciences (France) - with a selective portfolio of start-up investments, bringing together industrial capabilities and innovation. Its activities span a wide and integrated offer, from sustainably produced natural extracts to active ingredients serving the human care, pet care and plant care markets.

Connected innovation

Sparkfood advanced a connected innovation approach by fostering structured collaboration between its established ingredient companies and its portfolio of start-ups. This model was reflected in targeted investments in start-ups active in areas such as alternative proteins, fermentation optimisation, upcycled ingredients and microbiome-based solutions, supporting the development of new active ingredient solutions for commercial and industrial applications across its focus markets.

‌Business performance

Consolidated financial performance

Consolidated turnover rose 14.2% in 2025 to €11.4bn, driven by solid like-for-like sales growth and store openings in retail. This performance was mainly supported by MC, across both the grocery and health and beauty segments, as well as by Worten and Musti. This strong display translated into reinforced market shares across all markets where Sonae operates.

The underlying EBITDA margin improved from 9.1% to 9.9%, underpinned by higher sales and gross margins, combined with strong operational efficiency gains. As a result, underlying EBITDA reached a record €1.1bn, growing by €215m (+23.6%).

EBITDA increased from €1.0bn to €1.2bn (+17.6%), resulting in a margin improvement from

10.4% to 10.7%.

Net Result group share* reached €247m, up 11.1%, driven by the 23.7% year-on-year increase in Direct Result.

Consolidated net debt decreased by €102m to €1,470m, supported by the solid evolution of operational cash flow. The sale of Sierra's direct stake in Parque Dom Pedro, announced on December 31, will have a material cash impact in 2026. The Group's balance sheet remains strong, with a comfortable debt maturity of over 4 years and a loan-to-value ratio of 13.7%, down from 15.9% at the beginning of the year.

NAV at market references grew 15% in 2025 to €5.1bn, with NAV per outstanding share reaching €2.62. Sonae's share price maintained a strong upward momentum throughout the year, rising by 76% and closing at €1.612 per share. As a result, the share price discount to reported NAV at year-end narrowed from 60% to 38%.

1Includes Sparkfood, Universo and Salsa (and the fashion brands MO and Zippy until Jun-25). 2Includes: Real Estate, holding costs, normalized average net debt and minorities. Please refer to the glossary. 3Excludes treasury shares.

*Excludes Recycling of Translation Reserves related to the sale of Parque D. Pedro in Brazil - Recognition in P&L of cumulative FX effects previously accounted in equity, in line with accounting standards (a non-cash adjustment with no impact on total equity or NAV), as announced to the market on 31Dec25. For further details, please refer to the Investor Kit at https://www.sonae.pt

5Y

3Y

1Y

TSR (%)

Total Shareholder return** 86% 103% 221%

** Source: Bloomberg. Total cumulative return.

Portfolio performance

Retail

MC

75% stake, fully consolidated

Grocery division

MC's grocery business delivered strong performance in FY25, sustaining market share gains throughout the year and reinforcing Continente's leadership in a competitive environment.

Full-year turnover increased to €7.1bn (+10% yoy), driven by like-for-like sales growth of 8.3%. Growth was primarily volume-driven, reflecting the strength of Continente's value proposition in a context of moderate inflation. This performance was further supported by network expansion, with 13 supermarkets, mainly on proximity, opened during the year. In 4Q25, momentum remained solid, with like-for-like growth of 8.4%, confirming the resilience of demand and consistent execution throughout the year.

FY25 grocery underlying EBITDA reached €728m, corresponding to a 10.2% margin, up +0.6pp, supported by sales performance, operating leverage and ongoing efficiency initiatives, particularly store productivity gains. In 4Q25, underlying EBITDA also further improved from 9.9% to 10.2%.

Health & Beauty division

In health and beauty, MC further strengthened its position as a leading Iberian player, leveraging the scale and complementary positioning of Wells, Druni and Arenal to accelerate growth and enhance competitiveness.

FY25 turnover increased to €1.8bn, with like-for-like sales rising 5.6%, reflecting the full consolidation of Druni, robust organic growth and continued network expansion across Iberia, with 42 stores opened during the year. Druni also entered the Portuguese market, closing FY25 with four stores in the country. In 4Q25, like-for-like growth reached 5.4%, confirming the segment's consistent growth trajectory.

Full-year underlying EBITDA rose to €230m, corresponding to a margin of 13.1% (+0.6pp yoy), despite a highly competitive backdrop. In 4Q25,

underlying EBITDA also further improved from 12.7% to 13.7%.

Consolidated MC

Overall, MC's turnover reached €8.9bn in FY25 (+16% yoy), with like-for-like growing by 7.9%. In 4Q25, also confirmed the trend observed throughout the year with sales increasing by 10%, supported by solid like-for-like growth of 7.7%.

underlying EBITDA increased to €957m (vs. €765m in FY24), translating into a margin of 10.8%, an improvement of 0.8pp in underlying EBITDA margin (+0.4pp in 4Q25).

This performance reflects strong operational execution, scale benefits and disciplined investment in expansion and capabilities across both segments, reinforcing MC's market leadership and long-term value creation profile.

Worten

100% stake, fully consolidated

Worten's turnover increased by 7.5% to €1.5bn, supported by a solid like-for-like sales growth of 5.8%, a positive contribution from core electronics and appliances, as well as services.

Worten reinforced its digital positioning, increasing the share of online sales from 17% in 2024 to 20% in 2025, with both physical stores and digital channels playing a central role in its compelling omnichannel value proposition.

Despite progress in sales and commercial margins, pressure on the cost structure constrained profitability in 2025. Year-end underlying EBITDA decreased from €78m to

€76m, reflecting a weaker first half, stabilization in 3Q, and an improvement in 4Q that did not fully offset the earlier shortfall. In 4Q25, underlying EBITDA reached €35m, up €2.5m year-on-year, with a margin of 7.1%, in line with 4Q24.

iServices, the group's international mobile phone repair brand, continued its expansion in the last quarter of the year, entering in new markets (Netherlands and Spain Mainland), opening 4 stores in Portugal and 12 internationally. Following this expansion, iServices ended 2025 with 130 locations across Portugal (73), Belgium (26), France (16), the Canary

Islands (9), the Netherlands (3), and Spain Mainland (3).

Musti

c.81% stake, fully consolidated

Musti reported its 4Q/FY25 results to the market on 10 February.

In 2025, Musti made significant progress in strengthening its position in the Nordics, integrating PetCity in the Baltics (acquired in 4Q24) and welcoming ZU in Portugal (acquired from MC in December 2025). As of year-end 2025, Musti had expanded its presence to seven countries.

Turnover increased by 14.4%, supported by recently acquired businesses, store openings and a robust like-for-like sales performance of 3.3% (vs. 0.2% in the previous year). The company also delivered consistent gross margin expansion, improving from 43.6% to 44.0%, while progressive efficiency gains contributed to a steady recovery in underlying EBITDA.

Pet care is a market segment with strong, long-term tailwinds driven by increasing pet humanisation, premiumisation trends, and resilient consumer demand. In this context, Musti holds a pivotal role as a key growth engine for Sonae in the segment.

Further details can be found in the company's

website.

Real Estate Sierra

100% stake, fully consolidated

Sierra delivered an outstanding performance in 2025, further accelerating the strong momentum established in 2024 and achieving significant year-on-year growth. This performance was driven by (i) sustained momentum across its European shopping centre portfolio; (ii) the significant expansion of its services business through both organic and inorganic initiatives; and (iii) the continued advancement of its development projects, reinforcing a clear trajectory of scalable growth and long-term value creation.

The European shopping centre portfolio recorded resilient growth, with tenant like-for-like sales increasing by 4.6% on a like-for-like basis during the year, supporting rental growth while sustaining healthy occupancy cost ratios below pre-pandemic levels. Occupancy remained near-full at 99%, and rent collection was robust. Sierra also continued to actively manage the portfolio through targeted refurbishments and capital recycling initiatives, including the disposal of its stake in Fashion City Outlet in Greece and Parque Dom Pedro in Brazil.

Services activity expanded during the year, further strengthening Sierra's leadership in the sector. In October, Sierra acquired Unibail-Rodamco-Westfield's Real Estate Management division in Germany, becoming the second-largest third-party shopping centre property manager in the country. This strategic move strengthened Sierra's international footprint and reinforced its recurring fee-based income profile with key partners. In investment management, Sierra also continued to innovate and diversify its platform, launching its first open-ended vehicle in partnership with CCAM, seeded with Arrábida and GaiaShopping.

In sector diversification, the year ended with a landmark joint venture for Sierra's PBSA platform and the acquisition of a first asset. Development activity progressed steadily, with projects under construction advancing, the successful commercialization of residential and mixed-use schemes, and ongoing acquisitions to expand the build-to-sell and build-to-rent pipeline across Iberia.

NAV stood at approximately €1.2bn after dividends paid of €49m, up 6% year-on-year, reflecting continued value creation across the portfolio. Net result reached

€110m in FY'25, supported mainly by stronger operational performance, improving shopping centre valuations.

Telco & Technology

Sonae's investments in the Telco & Technology areas are concentrated in Sonaecom which published its 4Q/FY25 results on March 6th. Further details on these areas' performance can be found at Sonaecom's announcement available on the company's website.

NOS

37.4% stake, equity consolidated 1

Despite operating in a highly challenging competitive environment in the Telecommunications segment, NOS has consistently delivered solid operational results quarter after quarter, which, combined with the diversification of its revenue streams, notably into the IT segment following the acquisition of Claranet Portugal in early 2025, and the implementation of meaningful efficiency gains under its ongoing transformation program, lead to robust and sustainable financial results.

In 2025, turnover increased by 1.6% to €1.8bn, while EBITDAaL rose by 4.0% to €680m, leading to a margin improvement of 0.9pp to 37.3%. Net income decreased by €26m to €246m, reflecting the lower volume of positive one-off effects recognized vs in 2024, amounting to more than

€80m. Excluding these non-recurring impacts, net income increased by €55m year-on-year.

In Sonae's consolidated accounts, NOS's contribution under the equity method amounted to

€92m in 2025 (€29m in 4Q).

Further details are available on the company's website.

1Total stake through Sonaecom (90% held by Sonae).

ESG performance2

Sonae companies continuously develop new initiatives and investments, pursuing ambitious goals to advance their sustainability journey. The Group consistently tracks and evaluates the performance of its businesses and their contribution to Sonae's Sustainability Strategy axes.

Managing with ESG Criteria

In 2025, Sonae strengthened its ESG governance and investment framework and continued to be recognized in the S&P Global ESG Assessment, achieving a score of 65 and reinforcing its collective commitment to sustainability across the portfolio. Sonae was also again included in the Sustainability Yearbook, joining an exclusive group of 848 companies out of 9,200 assessed globally.

ESG due diligence is standard practice for all post-NBO (Non-Binding Offer) acquisitions, ensuring that sustainability considerations are embedded in investment decisions. Additionally, 79% of Sonae's long-term credit facilities are linked to sustainability, green or ESG performance metrics, reinforcing the Group's responsible financing approach.

Reflecting its ESG commitment across the value chain, Sonae assessed almost 2,000 own-brand suppliers in 2024, achieving a 94% compliance rate with ESG criteria.

Accelerating decarbonization

Sonae continued to advance its decarbonisation strategy, reducing Scope 1 and 2 emissions by 8% compared to 2024. In line with the Group's strategic commitment, which excludes the impact of M&A activity, emissions decreased by 7% year-on-year, representing a 25% reduction compared to the 2022 baseline and keeping the Group on track towards its ambition of a 53% reduction by 2032. However, Scope 3 emissions increased by 12% versus 2024, primarily due to higher sales volumes and ongoing challenges in mitigating value chain emissions.

In 2025, the proportion of renewable energy consumption increased to 64%, reflecting, the inclusion of green electricity from the grid mix and also the increase in own renewable energy consumed. MC and Sierra continued to accelerate their investments in photovoltaic energy, driving the transition to greener operations despite an overall increase in electricity consumption due to business expansion.

Sonae was also recognized by CDP with an 'A List' score, placing the company among global

leaders in environmental transparency and climate action.

Valuing biodiversity and water

Sonae maintained its biodiversity and water conservation initiatives. Following recent regulatory developments, namely the EU Deforestation Regulation, Sonae companies focused during the year on developing mechanism to ensure compliance, particularly regarding traceability and due diligence mechanisms. Regarding its Zero Deforestation commitment for timber, cattle, palm oil, and soy, the current share of deforestation-free3 products remains at 72%.

In 2025, Sonae advanced its engagement with the Science Based Targets Network through its MC business, progressing from the global pilot phase to the formal application of the Science Based Targets for Nature (SBTN) methodology. Through this process, Sonae was among the first 30 companies worldwide to step up for nature through the SBTN Ambition Board.

Key restoration and regenerative efforts are also advancing both at site and value-chain level. In 2025, site-based measures include the development of a Biodiversity Management Plan at Parlake (Sierra), while at MC, in collaboration with key partners and more than 80 producers, the Free from Pesticides Residues, Regenerative Agriculture, Agroecology programs and the Fields with Biodiversity: Save the Montagu's Harrier, currently integrated in the Life SOS Pygargus project, contributed to the restoration and adoption of conservation in more than 10 thousand hectares.

Water resource protection is driven by targets set at local level by the relevant businesses, with efficiency measures, enhanced control mechanisms and process optimisation being implemented across Sonae's business portfolio.

Promoting circularity

Sonae accelerated its circular economy initiatives, with turnover from circular products and services reaching €259m, representing a 36% increase. Key contributors included the growth of Worten's repair, refurbishment and reuse services and products.

Plastic packaging recyclability improved to 92%. Although the 100% target for 2025 was not met, Sonae remains committed to collaboration, innovation and stakeholder engagement to drive long-term circularity. In MC, 2025 was marked by close collaboration with public authorities, suppliers and other retailers in preparation for the launch of the Deposit Return System (DRS) for single-use beverage containers, due to go live in 2026.

While total waste generation increased by 6% in 2025, the Group significantly improved its waste recovery performance, with the recovery rate rising to 86%, an increase of 13 p.p. compared to 2024. MC and Sierra continued to optimise waste management, with initiatives focused on food waste reduction and composting.

Enhancing human development

Sonae remained strongly committed to diversity, inclusion and employee development. The share of leadership positions held by women rose to 42%, up 1 p.p. from 2024.

Sonae maintained its strong commitment to social responsibility, supporting communities with

€35.5m in 2025 across more than 1,400 institutions and benefiting more than 382k people

through educational projects.

Community support continued to expand, with donations increasing by 4%, while employees dedicated more than 6,000 hours to volunteering through Sonae4All and Missão Continente.

Education remained a strategic priority, with continued investment in Reskilling 4 Employment (R4E), PRO_MOV and the New Career Network (NCN) platform, keeping pace with the transformation of the labour market. Sonae also launched the third edition of the Sonae Education Award, promoting innovative and inclusive projects to foster education in Portugal.

2 For further details please refer to 1.5 Sustainability statement

3 Sourced from a non-risk country or certified