Corporate 2
Governance Report
Part I: Shareholder Structure, 3
Organisation and Corporate Governance
Shareholders' structure
Governing Bodies and Committees
Internal Organisation
Remuneration
Relevant Transaction with related parties
Part II: Statement of Compliance 52
Part III: Remuneration Report 70
Annex 77
Integrated Annual Report 2025
Thriving together, building trust and accountability.
2 2. Corporate Governance Report Integrated Annual Report 2025
Part I
♦hareholders' structure, Organisation and Corporate
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Shareholders' Structure
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Share Capital Structure
Share Capital Structure
Sonae SGPS SA's (hereinafter "Sonae" or the "Company) share capital is 2,000,000,000 euro, fully subscribed and paid up, divided into 2,000,000,000 nominative ordinary shares, each with a nominal value of one euro.
The breakdown of qualified shareholdings regarding share capital and voting rights is listed below in section II.7.
All the shares representing the Company's share capital are admitted to trading on the Euronext Lisbon regulated market.
Restrictions on the transfer of ownership of shares
There are no restrictions on the ownership or transfer of Company's shares.
Own shares - number, percentage of share capital they represent and percentage of voting rights that would correspond to own shares
On 31st December 2025, the Company held 55,221,933 own shares, representing 2.76% of the Company's share capital, which would correspond to the same percentage of voting rights.
Significant agreement with ownership clauses
There are no agreements executed by the Company that include protective contractual mechanisms (either by changing or by terminating such agreements) against change of control events, namely following a takeover bid.
The majority of the share capital of the Company is attributable to a single shareholder.
Defensive measures in case of change of control
No defensive measures were adopted by the Company.
Shareholders' Agreements
The Board of Directors has no knowledge of any shareholders' agreements involving the Company.
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Qualified shareholdings and securities held by members of the statutory governing bodies
Qualified shareholdings
Qualified shareholding, by reference to 31st December 2025, pursuant to article 16 of the Portuguese Securities Code, and relying on the notices received by the Company, the respective attributable share capital and voting rights, as well as the source and the grounds for such attribution, calculated according to article 20 of the Portuguese Securities Code, in compliance with article 29-H of the Portuguese Securities Code:
Shareholder Nr. of shares % Share capital % Share capital % of exercisable and voting rights* voting rights**
Efanor Investimentos, SGPS, S.E.
Directly
200,100,000
10.0050%
10.0050%
10.2891%
By Pareuro, BV (controlled by Efanor Investimentos, SGPS, S.E.)
849,533,095
42.4767%
42.4767%
43.6828%
By Maria Cláudia Teixeira de Azevedo (Director of Sonae SGPS, S.A. and Efanor Investimentos, SGPS, S.E.)
1,207,214
0.0604%
0.0604%
0.0621%
By Duarte Paulo Teixeira de Azevedo (Director of Sonae, SGPS, S.A. and Efanor Investimentos, SGPS, S.E.)
1,650,067
0.0825%
0.0825%
0.0848%
By Ângelo Gabriel Ribeirinho dos Santos Paupério (Director of Sonae, SGPS, S.A. and Efanor Investimentos, SGPS, S.E.)
641,945
0.0321%
0.0321%
0.0330%
4,786,242
0.2393%
0.2393%
0.2461%
2,021,855
0.1011%
0.1011%
0.1040%
662,987
0.0331%
0.0331%
0.0341%
By Migracom, S.A. (company controlled by Efanor Investimentos, SGPS, S.E. and Sonae, SGPS, S.A.'s Director Duarte Paulo Teixeira de Azevedo)
By Enxomil - Consultoria e Gestão, SA (company controlled by Efanor Investimentos, SGPS, S.E. and Sonae, SGPS, S.A.'s Director Ângelo Gabriel Ribeirinho dos Santos Paupério)
By Enxomil - Sociedade Imobiliária, SA (company controlled by Efanor Investimentos, SGPS, S.E. and Sonae, SGPS,
S.A.'s Director Ângelo Gabriel Ribeirinho dos Santos Paupério)
By Carlos António Rocha Moreira da Silva (Director of Sonae SGPS, SA and Efanor Investimentos, SGPS, S.E.)
50,000
0.0025%
0.0025%
0.0026%
Total attributable to Efanor Investimentos, SGPS, S.E.
1,060,653,405
53.033%
53.033%
54.5385%
Criteria Caixa, S.A.U.
100,018,273
5.0009%
5.0009%
5.1429%
Total attributable to Criteria Caixa, S.A.U.
100,018,273
5.0009%
5.0009%
5.1429%
Source: Communications received by the Company regarding qualified shareholdings up to 31stDecember 2025.
* Voting rights calculated based on the Company's share capital with voting rights, as per subparagraph b) of paragraph 3 of article 16 of the Portuguese Securities Code.
**Voting rights calculated based on the Company's share capital with voting rights that are not subject to suspension of exercise.
As from 29thNovember 2017, Efanor Investimentos SGPS, S.E. ceased to have any controlling shareholder pursuant to the set forth in articles 20 and 21 of the Portuguese Securities Code.
Updated information regarding qualified shareholdings is available at the Company's website, http://www.sonae.pt/en/investors/shareholder-structure/.
Number of shares and bonds held by the members of the statutory governing bodies, pursuant to paragraph 5 of article 447 of the Portuguese Companies Act
Disclosure of the number of shares and other securities issued by the Company held, and of the transactions executed over such securities, during 2025, by the members of the statutory managing and auditing bodies and by people discharging managerial responsibilities ("dirigentes"), as well as by people closely connected with them pursuant to article 29-R of the Portuguese Securities Code:
Date Acquisitions Sales Position on
Number Aver. Price (€) Number Aver. Price (€) 31.12.2025
Balance on 31.12.2025
Number
Duarte Paulo Teixeira de Azevedo (*) (**) (***)
Efanor Investimentos, SGPS, SE (1)
Minority
Migracom, SA (3)
Dominant
Sonae - SGPS, SA - Shares
1,650,067
Acquisition
14/01/2025
115,000
0.902
Acquisition
15/01/2025
155,000
0.907
Acquisition
16/01/2025
61,248
0.909
Ângelo Gabriel Ribeirinho dos Santos Paupério (*) (**)
Enxomil - Consultoria e Gestão, SA (6)
Dominant
Enxomil - Sociedade Imobiliária, SA (7)
Dominant
Sonae - SGPS, SA - Shares
641,945
Acquisition
01/04/2025
138,246
1,062
Sale
03/09/2025
700 000
1,27
Maria Cláudia Teixeira de Azevedo (*) (**) (***)
Efanor Investimentos, SGPS, SE (1)
Minorityo
Sonae - SGPS, SA - Shares
1,207,214
Acquisition
12/12/2025
189,314
1,614
Sonae - SGPS, SA - Bonds
572
Linhacom, SGPS, SA (5)
Dominant
Carlos António Rocha Moreira da Silva (*) (**)
Sonae - SGPS, SA - Shares
50,000
Philippe Cyriel Elodie Haspeslagh (*)
Sonae - SGPS, SA - Shares
112,300
João Pedro Magalhães da Silva Torres Dolores (*)
Sonae - SGPS, SA - Shares
481,653
Acquisition
01/04/2025
195,722
1,062
Eduardo Humberto dos Santos Piedade(****)
Sonae - SGPS, SA - Shares
35,639
Date
Acquisitions
Number Aver. Price (€)
Number
Sales
Aver. Price (€)
Position on 31.12.2025
Balance on 31.12.2025
Number
(1) Efanor Investimentos, SGPS, SE
Sonae - SGPS, SA - Shares
200,100,000
Pareuro, BV (2)
Dominant
(2) Pareuro, BV
Sonae - SGPS, SA - Shares
849,533,095
(3) Migracom, SA
Sonae - SGPS, SA - Shares
4,786,242
Sonae - SGPS, SA - Bonds
1,908
Imparfin - Investimentos e Participações Financeiras, SA (4)
Minority
(4) Imparfin - Investimentos e Participações Financeiras, SA
Sonae - SGPS, SA - Shares
5,398,465
Sonae - SGPS, SA - Bonds
1,986
(5) Linhacom, SGPS, SA
Sonae - SGPS, SA - Shares
0
Sale
12/12/2025
189,314
1.614
Imparfin - Investimentos e Participações Financeiras, SA (4)
Minority
(6) Enxomil - Consultoria e Gestão, SA
Sonae - SGPS, SA - Shares
2,021,855
(7) Enxomil - Sociedade Imobiliária, SA
Sonae - SGPS, SA - Shares
662,987
* Member of the Board of Directors of Sonae - SGPS, SA
** Member of the Board of Directors of Efanor Investimentos SGPS, SE (directly and indirectly dominant company) (1)
*** Member of the Board of Directors of Imparfin - Investimentos e Participações Financeiras, SA (4)
**** Member of the Board of Directors of Sonae - SGPS, SA since 3rdJuly 2025. The period considered corresponds to the timeframe between that date and 31stDecember of the same year.
Powers of the Board of Directors on share capital increases
The Board of Directors does not have powers to decide on this subject, being the decisions on share capital increase the sole responsibility of the Shareholders' General Meeting.
Relevant business relationship between owners of qualified shareholdings and the Company
There are no relevant business relationships between the Company and owners of qualified shareholdings.
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Share Capital Structure
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Governing Bodies and Committees
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Shareholders' General Meeting
The Shareholders' General Meetings are directed by the Board of the Shareholders' General Meeting, elected by the shareholders for a four-year mandate which begins and ends within the same calendar mandate as that of the other statutory governing bodies.
Composition of the Board of the Shareholders' General Meeting
Board of the Shareholders' General Meeting: members and mandate
At the Shareholders' General Meeting held on 2023, the following members of the Board of the Shareholders General Meeting were appointed for the 2023-2026 mandate:
Board of the Shareholders' General Meeting
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Shareholders' General Meeting
Carlos Manuel de Brito do Nascimento Lucena Chair
Maria Daniela Farto Baptista Passos Secretary
Exercising Voting Rights
Restrictions on voting rights
Restrictions on voting rights depending on the number or percentage of share ownership
The Company's share capital is entirely made up of a single class of ordinary shares, in which one share equals one vote, and where there are no statutory limitations on the exercise of the voting rights by any shareholder. Share blocking is not required in order to attend the Shareholders' General Meeting. In compliance with paragraph 1 of article 23-C of the Portuguese Securities Code, the "Registry date" is the key moment in time for the proof of the shareholder's legal entitlement to attend and exercise voting rights at the Shareholders' General Meeting. The "Registry Date" is also the decisive time reference regarding the application of the voting and attendance rule for professional shareholders who own shares in their own name, but which are held on behalf of their respective clients.
Representation
The right to vote by proxy and the way in which this right is exercised is described in the respective notices convening Shareholders' General Meetings, in accordance with the law and the Company's Articles of Association.
Shareholders can be represented at the Shareholders' General Meetings by presenting a written representation document before the meeting begins (or, when attending through telematic resources, in the deadline stated in the respective notice of meeting), addressed and delivered to the Chair of the Board of the Shareholders' General Meeting, stating the name and address of the proxy and the date of the meeting. The abovementioned information may be sent by using an electronic email address provided by the Company.
A shareholder can nominate different proxies for each group of shares held in different securities accounts, without prejudice to the principle of one share one vote, in accordance with article 385 of the Portuguese Companies Act. Shareholders who professionally own shares in their own name but which are held on behalf of their respective clients can vote in different ways.
The Company provides appropriate information on its website to enable shareholders, who wish to be represented, to give their voting instructions to their respective proxy holders (https://www.sonae.pt/en/investors/shareholder-s-general-meeting/). Such information, which includes the proposals to be submitted to the Shareholders' General Meeting and a template of a representation letter, is disclosed on the website, within the legally established time limits.
Voting in writing
Shareholders can vote in writing in relation to all items on the agenda of the Shareholders' General Meeting. Without prejudice to the obligation of proving shareholding legal entitlement, written votes will only be taken into account when received at the Company's head office by registered post, with acknowledgement of receipt addressed to the Chair of the Board of the Shareholders' General Meeting or by electronic means, at least three business days prior to the General Meeting. The voting ballot, if sent by registered post, must be signed by the owner of the shares or by a legal representative. In the case of an individual, it should be accompanied by an authenticated copy of his/her identity document, pursuant to subparagraph 2 of article 5 of Law no. 7/2007, of 5th February, in its current version, or, alternatively, the signature shall be authenticated pursuant to the legal applicable terms. In the case of a corporate entity, the signature should be authenticated with confirmation that the signatory is duly authorised and mandated for that purpose. If the ballot is sent by electronic means, it must respect the requirements and procedures established by the Chair of the Board of the Shareholders' General Meeting as set out in the notice of the meeting, in order to ensure an equivalent level of security and authenticity.
It is the responsibility of the Chair of the Board of the Shareholders' General Meeting, or the person replacing him, to verify compliance with written voting requirements, and those written votes which do not fulfil such requirements, will not be accepted and will be treated as null and void.
Voting by electronic means
Shareholders have the right to vote electronically, and the manner by which such right can be exercised is set out in the notice convening the Shareholders' General Meeting. A template for requesting the technical information necessary for exercising the shareholders' right to vote by electronic means is also available at https://www.sonae.pt/en/investors/shareholder-s-general-meeting/.
The Shareholders' Annual General Meeting held on 30th April 2025 was held at the Company's head office and also through telematic resources, pursuant to subparagraph
b) of paragraph 6 of article 377 of the Portuguese Companies Act and to article 24 of the Company's Articles of Association.
Shareholders were provided all the necessary means to vote through eletronic means, which were verified in order to ensure authenticity and confidentiality. The shareholders were also provided with all the requested information concerning their participation.
Maximum percentage of voting rights that may be exercised by a single shareholder or by a group of shareholders that are related to the latter as set forth in paragraph 1 of article 20 of the Portuguese Securities Code
There are no limitations on the number of votes that may be held or exercised.
Deliberative Quorum
Under the terms of the Company's Articles of Association, the Shareholders' General Meeting may only adopt resolutions on the first occasion that it is convened, if shareholders holding more than 50% (fifty percent) of the Company's share capital are present or represented.
If that quorum is not met and the meeting is reconvened, resolutions may be adopted by the Shareholders' General Meeting regardless of the number of shareholders present or represented and of the percentage of share capital held.
The rules regarding the deliberative quorum of the Shareholders' General Meeting comply with the Portuguese Companies Act.
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Management and Supervision
Composition
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Management and Supervision
Identification of the adopted governance model
The Company follows a one-tier governance model, where the management structure lies with the Board of Directors, and the supervisory structure includes a Statutory Audit Board and a Statutory External Auditor.
The Board of Directors is responsible for ensuring the management of the Company's business, exercising all management acts pertaining to the Company's corporate purpose, setting strategic guidelines and appointing and generally supervising the activity of the Executive Committee and of its specialised committees.
The Board of Directors' assessment is that the corporate governance model adopted is adequate to the performance of the governing bodies' duties, ensuring, in a well-balanced manner, their respective functional independence and interaction. Additionally, the specialised committees assigned to support the Board of Directors in matters of particular relevance, optimise the Board of Directors' performance, ensuring the effectiveness of its decision-making process.
The members of the Board of Directors and of the Statutory Audit Board appointed for the 2023-2026 mandate were evaluated in light of the Internal Policy for the Selection and Suitability Assessment for Membership of the Management and Audit Bodies approved at the Shareholders' General Meeting held on 30thApril 2021 and which was in force at the time of their appointment.
The Policy currently in force, referred to as Proposal number four, was presented and approved at the Shareholders' General Meeting held on 28th April 2023. This policy, in line with the previous one, is guided by underlying principles, including regarding diversity, herewith transcribed:
"1. Scope of the Policy
The candidates for membership of the Company's management and audit bodies of Sonae shall be appointed through clear selection processes that objectively assess their individual and collective suitability, considering the legal and statutory competences of the statutory governing body they will be part of and, if applicable, the executive or non-executive nature of the role to be performed, as well as the scope of the respective functional area. In the selection processes, criteria of meritocracy and diversity in the overall composition of the body, with specific emphasis on men and women equality, shall be taken into account, including gender, to maximise the overall performance of the body and the balance of its respective composition, in accordance with the best market practices and the applicable legal and recommendatory framework.
Individual Merit Criteria
Experience. The candidate's profile should demonstrate experience in the performance of sufficiently senior roles required for the evaluation and challenging of the senior top management of the Group, and the respective attributes of the candidate constituting a relevant contribution towards the definition of the Group's corporate strategy, as well as that of its main subsidiaries. In the suitability assessment it should be considered the candidate's former experience in complex decision-making processes, subject to time and intricacy constrains, which confirms the candidate's clarity of purpose guided by resilience and perseverance, analytical capacity and communication skills.
Competence. The candidates should have specialised knowledge in fields of activity, markets and geographies relevant for Sonae's businesses or purposeful technical competences that allow the board, as a whole, to unequivocally identify and evaluate the strategic surrounding and the risk factors associated with the Group's activity. The candidates should undertake to consistently maintain an updated knowledge, adjusted to a high level of excellence in order to, at each given moment, being qualified, according to the profile of the respective role, to implement, supervise and challenge the Group's strategy and policies.
Independence and integrity. In the selection process of each candidate consideration should be given to a profile that ensures reliability, loyalty and transparency in the timely fulfilment of the respective fiduciary duties, which is also materially aligned with the best corporate governance practices and with Sonae's values and ethical principles. The candidates' profile should attest his/her capacity for performance of his/her role guided by impartiality, critical thinking, autonomy and independence.
Availability. The assessment should value a suitable availability for the appropriate performance of the candidate's role and respective responsibilities.
Requirements for the Collective Composition of the Body
Complementarity. The body's composition should ensure complementarity between the candidates' profiles in order to maximise the performance of the body, in compliance with the respective legal and statutory role across all relevant areas of performance.
Diversity. In the selection process of the candidates for the management and audit bodies, it should be promoted the diversity in the composition, with specific emphasis on men and women equality but also considering, among other factors, the gender, nationality, education and professional background, to the extent suitable and proportional to the particular competences of the body. The composition of the governing bodies shall always comply with the gender diversity imposed by the applicable law.
Conflicts of Interests. The Board of Directors and the Statutory Audit Board shall define the internal procedures on the prevention of conflicts of interests, and the required actions to be taken when a conflict of interest or an incompatibility for the performance of the role arises, in line with the best corporate governance practices and the applicable legal requirements.
Representativeness of Independent Members. The Board of Directors should include a suitable number of independent non-executive members, considering the recommendations of the corporate governance code adopted by Sonae.
Particular rules for the Statutory Audit Board. The Statutory Audit Board shall, in its composition, respect the legal framework in force at each moment, both with regards to professional qualifications, gender diversity, as well as representativeness of independent members.
Responsibility for the Assessment
The responsibility for the assessment of the suitability of the candidates to be appointed as members of the Board of Directors and the Statutory Audit Board, subject to election at the Shareholders' General Meeting, belongs to the proponent shareholder, or shareholders, or, at the request of the proponent shareholder or shareholders, to the Shareholders' Remuneration Committee, whose competences comply with article 399 of the Portuguese Companies Act.
The responsibility for the assessment of the suitability of candidates to be co-opted as members of the Board of Directors pertains, under the applicable legal framework, to the Board of Directors, which can, if it so deems necessary, ground its decision on a proposal from the Board Nomination Committee, as foreseen in the Board of Directors' Internal Regulation and in the Board Nomination Committee's Terms of Reference, available at https://sonae.pt/en/. The co-option process described above is nevertheless subject to ratification at the next Shareholders' General Meeting, as required by paragraph 4 of article 393 of the Portuguese Companies Act.
The responsibility for the assessment of the suitability and independence of the Statutory External Auditor and the proposal of the member to be elected for this role lies exclusively with the Statutory Audit Board, under the mandatory legal provisions."
In the Board of Directors and the Statutory Audit Board, whose composition is described in
section 17 and section III, a) below, the proportion of members of each gender complies with the provisions of article 5 of Law no. 62/2017, of the 1st of August. Additionally, the Company approves, since 2019, an annual Plan for Gender Equality, applicable to the employees and members of the governing bodies of the Group.
The diversity and the professional experience of the members of the Board of Directors and of the Statutory Audit Board are described in Part IV - Annex - to this Report and, concerning the Board of Directors, in the following table:
Rules for nominating and replacing board members
In accordance with the terms of the Portuguese law and the Company's Articles of Association, the members of the Board of Directors are appointed for this governing body at the Shareholders' General Meeting.
Under the terms set forth in the Company's Articles of Association, one Director may be individually elected if there are proposals submitted by shareholders who, either by themselves or together with other shareholders, hold shares representing between ten and twenty percent of the share capital. The same shareholder cannot propose more than one list. Each proposal should identify at least two eligible persons. If there are several proposals submitted by different shareholders or groups of shareholders, voting will take place on all lists.
The Company's Articles of Association establish, in accordance with the applicable law, that the Board of Directors may co-opt a substitute in case of the death, resignation, temporary or permanent incapacity, or lack of availability of any member, as long as the vacating Board member has not been elected under the above described minority rule (in which case a new similar election shall take place). Such appointment is, nonetheless, subject to ratification by the shareholders at the next Shareholders' General Meeting.
As part of the Board of Directors' power to co-opt, the Board Nomination Committee is responsible for proposing potential candidates with the suitable profile for Board roles, and in accordance with the approved policy.
The definitive absence, for whatever reason, of a replacement director individually elected according to the abovementioned special minority rules, determines that a new election must take place at the Shareholders' General Meeting.
The Board of Directors is responsible for the election of its Chair.
Composition of the Board of Directors
Under the terms of the Company's Articles of Association, the Board of Directors can be composed of an odd or even number of members, between three and thirteen, elected by the shareholders at a Shareholders' General Meeting. The Chair of the Board of Directors holds a casting vote.
At the Annual General Meeting held on April 28th 2023, the members were elected to join the Board of Directors for the 2023-2026 term, which currently has the following composition:
Non-Executive Chair
Paulo Azevedo
Board of Directors
Board of Directors | First appointment | End of current mandate |
Duarte Paulo Teixeira de Azevedo (Paulo Azevedo) | 2000 | 2026 |
Ângelo Gabriel Ribeirinho dos Santos Paupério
José Manuel Neves Adelino (José Neves Adelino) 2007 2026
(Ângelo Paupério)
2000 2026
Ângelo Paupério Non-Executive Director
José Neves Adelino Non-Executive Director
Marcelo Faria de Lima 2015 2026
Marcelo Faria de Lima Non-Executive Director
Fuenciscla Clemares 2019 2026
Eve Henrikson 2023 2026
Maria Cláudia Teixeira de Azevedo (Cláudia Azevedo) 2019 2026
Carlos Moreira da Silva Non-Executive Director
Carlos António Rocha Moreira da Silva (Carlos Moreira da Silva)
2019
2026
Philippe Cyriel Elodie Haspeslagh (Philippe Haspeslagh)
2019
2026
Fuencisla Clemares Non-Executive Director
Philippe Haspeslagh Non-Executive Director
Maria Teresa Ballester Fornes (Maria Teresa Ballester)
2023
2026
Eve Henrikson Non-Executive Director
Maria Teresa Ballester Non-Executive Director
João Pedro Magalhães da Silva Torres Dolores (João Dolores)
2019
2026
Cláudia Azevedo CEO - Chair of the Executive Committee
João Dolores CFO - Executive Director
Eduardo Piedade CDO - Executive Director
Eduardo Humberto dos Santos Piedade (Eduardo
2025 2026
Piedade)
On the 3rd July 2025, João Günther Amaral resigned as an executive member of the Board of Directors and, on the same date, Eduardo Humberto Santos Piedade. was co-opted. This co-optation will be submitted for ratification at the next General Meeting.
Distinction between executive and non-executive members of the Board of Directors
Regarding the composition of the Board of Directors, a collective balance is maintained between the number of Executive Directors and the number of Non-Executive Directors, and among these, an adequate number of independent members.
This composition is appropriate for the size, nature, and complexity of the business conducted by the Company and the Group, as well as for the associated risks, ensuring competent supervision, monitoring and proper assessment of the activity developed by the Executive Members of the Board of Directors.
Thus, the Company has a Board of Directors comprising twelve members, nine of whom are non-executive members.
Regarding the independence of the members of the Board of Directors, the Company adopts the criteria established in Recommendation IV.2.4 of the Corporate Governance Code, issued by the Portuguese Institute of Corporate Governance (IPCG), in its 2023 revision, criteria that align with those of the Organisation for Economic Co-operation and Development (OECD).
In assessing the independence of the members of the Board of Directors, a comprehensive approach is adopted, fully covering traditional independence criteria, examining employment or commercial relationships with the past three years, links with shareholders holding stakes exceeding 2% of the share capital, direct family ties, the absence of additional remuneration apart from their role within the Company, relationships with key stakeholders - such as major clients, suppliers, and external auditors - and tenure history.
The maintenance of independence conditions is periodically reviewed, and Independent Non-Executive Directors are required to immediately communicate the occurrence of any fact that may result in the loss of their independence status.
Accordingly, and in light of the abovementioned criteria, the following Non-Executive Directors are deemed independent:
Marcelo Faria de Lima Fuencisla Clemares Philippe Haspeslagh Eve Henrikson
Maria Teresa Ballester
In line with the best corporate governance practices and in compliance with paragraph 3 of article 1 of the Board of Directors' Internal Regulation, the Board of Directors, in its meeting held on the 9thMay 2023, has appointed the director José Neves Adelino as Lead Non-Executive Director ("Lead Director"). On 16th May 2023, the Board of Directors appointed Philippe Haspeslagh as Senior Independent Non-Executive Director ("SID Director").
Continuing the governance model consistently adopted by the Company, these non-executive directors, in the context of their respective responsibilities assigned by the Board of Directors, as "Lead Director" and "SID Director", respectively, have enabled the exercise of the roles and functions of the remaining non-executive members of the Board, by promoting:
The coordination, in accordance with the Corporate Governance best practices, of the effective performance of the Non-Executive Directors' duties, whether within the Board of Directors or within the Board's specialised committees, granting therefore the existence of strengthened conditions for the independent and informed exercise of such directors' duties;
The existence of an adequate and time-efficient flow of information to be provided by the Executive Committee, through the compliance with the established transparent information-sharing procedures;
The achievement of the scope and mission of the Ethics Committee, which is chaired by the Lead Non-Executive Director ("Lead Director").
Professional qualifications and curricular references of the members of the Board of Directors
The curricula of the current members of the Board of Directors are disclosed in the Appendix to this Report.
Usual and significant family, business and commercial relationships between members of the Board of Directors and shareholders with attributed qualified shareholdings
The Chair of the Board of Directors, Paulo Azevedo and the CEO, Cláudia Azevedo are siblings, and both of them are shareholders and members of the Board of Directors of Efanor Investimentos, SGPS, SE ("Efanor"), the legal entity holding the majority of the share capital and voting rights of Sonae. The Directors Ângelo Paupério and Carlos Moreira da Silva are both members of the Board of Directors of Efanor.
In addition to the abovementioned, and in accordance with the individual statements provided, there are no other significant or usual family, business and commercial relationships between shareholders with attributed qualified shareholdings, and the remaining members of the Board of Directors.
Division of powers between the different boards, committees and/or departments within the company, including the delegation of powers, particularly with regards to the delegation of the Company's daily management
Competencies are divided among the various statutory governing bodies, in accordance with the following terms:
The corporate structure is supported by the following corporate areas:
Legal and Corporate Governance
Main responsibilities:
Legal support to the Board of Directors and Executive Committee;
Monitor all legislative, regulatory and Corporate Governance framework applicable to the Company and respective risks;
Provide legal support to the Corporate Centre and its areas and activities;
Provide legal advice to Sonae's business activity and portfolio management;
Manage the relations with Euronext Lisbon, the Portuguese Securities Market Commission (CMVM) and with the shareholders in relation to legal matters;
Manage the legal aspects of the Corporate Governance policy, supporting the compliance with the best corporate governance practices;
Coordinate the sharing of knowledge and experience between legal teams within Sonae companies regarding governance and other legal issues;
Active participation in discussion forums sponsored by other external supervised entities/issuers;
Legal support to M&A Projects (mergers and acquisitions);
Ensuring, where applicable, that the standards and/or disclosures required by the Portuguese Listing Rules and Corporate Governance Regulations and Recommendations are observed;
Making arrangements for and managing the process of the Annual General Meeting and Extraordinary General Meetings;
Participating, on behalf of the Company, in external initiatives to debate and improve Corporate Governance requirements and practices in Portugal.
Tax
Main responsibilities:
Development, training and sharing tax knowledge;
Support the definition of the corporate structure, in particular by giving support to the international expansion;
Provide tax support to the M&A activity as well as to restructuring operations;
Manage Institutional Relations, particularly the proactive management of tax matters;
Optimise tax efficiency, namely by:
Controlling and monitoring tax procedures;
Ensuring compliance with all tax obligations;
Controlling all group Companies' fiscal consolidation;
Manage the transfer pricing documentation and country financial and tax declaration (CBCR: country by country report);
Manage the price transfer dossier and the country by country financial and tax declaration (CBCR: country by country report);
Monitor all open litigation with the tax authorities;
Support the implementation of business processes with tax impacts.
Internal Audit
Main responsibilities:
Perform internal audits (business relevant processes, food safety, information systems) and audit on the protection of personal data across Sonae's business, such as Retail, Real Estate (Sierra), Investment Management (Bright Pixel) and Financial Services (Universo);
Provide operational support to Sonae's Audit Co-ordination Committee.
Brand & Communication
Main Responsibilities:
Protect and develop Sonae's reputation, guided by our values;
Communicate Sonae's culture, values, and purpose effectively to internal and external stakeholders;
Strengthen Sonae's digital footprint by leveraging technology to drive impactful engagement and deliver consistent, trustworthy experiences across all channels;
Act as ambassadors of Sonae's corporate culture, embodying and promoting its values in every interaction;
Develop and implement a corporate activism strategy to create lasting social impact, fostering stronger communities through partnerships, social investment, and volunteer programs.
Corporate Finance and Treasury
Main responsibilities:
Optimise the financial function through the proposal, implementation and control of appropriate financial risk policies;
Conduct all financing operations of the Company and of its retail businesses;
Negotiate and contract banking products and services for the Company and for its retail businesses;
Manage treasury and payment needs and instruments of payment and receivables of the Company and its retail businesses;
Manage the several financial risks of the Company and of its retail businesses;
Develop credit risk policies suitable to the characteristics of Sonae's different businesses;
Provide support to the different functional areas in the allocation of capital and financial risk management;
Provide support on mergers, acquisitions, and divestments;
Provide support to Sonae's businesses in the execution of transactions in monetary, interest rate or foreign exchange and commodities markets;
Support the work of Sonae's Finance Committee;
Support the preparation of financial reporting and monitoring of the main financial risks.
Mergers and Acquisitions
Main responsibilities:
Support portfolio management and corporate M&A planning and execution across the Sonae Group;
Ensure the identification, assessment, due diligence, negotiations and closing of acquisitions, divestitures, and joint ventures across the Sonae Group;
Reinforce Sonae's business networking with industry players and key M&A players.
Risk Management
Main responsibilities:
Promote a risk-aware culture within the organisation;
Develop the risk management policy and keep it up to date;
Develop, implement, review and maintain the Company's risk management processes and methodologies;
Follow-up on the risk management activities and report its results;
Help to identify the critical risks and follow-up on the development and implementation of risk indicators and risk reduction measures;
Support the development of procedures for preparing the business to respond to catastrophic events, in particularly contingency and business continuity programmes;
Operational support to Sonae's Risk Management Consulting Group;
Lead the organisation's cybersecurity strategy by defining security policies, standards, and best practices based on risk indicators;
Foster a culture of privacy by ensuring compliance with applicable legislation through ongoing risk monitoring;
Lead the process of transferring enterprise wide risks to the insurance market, in alignment with the risk appetite levels defined;
Oversee risk mitigation plans and monitor keys risk indicators.
Continuous Improvement Centre of Expertise (IOW - Improving our Work)
Main responsibilities:
Develop Sonae's Continuous Improvement System (IOW);
Develop and provide IOW training programs for all Sonae businesses, in good management practices;
Coordinate, challange, empower and support the Continuous Improvement Leaders of each business, which are responsible for the implementation and support of IOW in all Sonae businesses and geographies;
Challange and advise business leaders on the adoption of good management practices, as the way to achieve world-class performance;
Promote the exchange of good management practices among businesses, aiming to obtain world class results;
Coordinate the IOW Advisory Group's activity, proposing new policies and guidelines on good practices to work better.
Group Strategy
Main responsibilities:
Support the development of strategy both at the corporate and business units levels;
Challenge the businesses and corporate areas on their objectives in order to constantly improve and optimise Sonae's efficiency, performance and results;
Provide support to decisions about capital allocation to existing businesses and to new business opportunities (responsibility for analysing invested capital and its respective returns);
Evaluate the market conditions and latest trends, fostering a shared understanding between the different businesses and corporate areas;
Monitor, interpret and share relevant macroeconomic insights and forecasts with the several businesses.
Planning and Control
Challenge the businesses and corporate areas on their objectives in order to constantly improve and optimise Sonae's efficiency, performance and results;
Support to the Group's strategic planning cycle, namely in the understanding and assessment of the Group's businesses' strategic and financial plans, as well as their main contributions and implications at the consolidated level;
Coordinate Sonae's annual budgeting process, and control budget execution;
Prepare management information on individual businesses, and at a consolidated level, on a monthly, quarterly, and annual basis;
Support for decisions regarding the allocation of capital to ongoing businesses and new business opportunities (responsibility for analysing invested capital and its respective returns);
Share the trends, information and best practices among the various business units and corporate areas.
People and Leadership
Main responsibilities:
Lead the People function, actively shaping the Group's Culture, leadership mindset and Employee Value Proposal ("EVP");
Maximise the long-term value of the Companies in our portfolio ensuring that Sonae's businesses have competitive edge and future-proof capabilities through activating and deploying, in alignment with the Group's Companies Talent Management, Performance Management, People Development, Total Rewards, Employee Experience and Diversity, Equity & Inclusion strategies;
Drive Sonae's future regarding culture and talent management by challenging the status-quo, acting as a change agent and encouraging transformational thinking and creating a culture of continuous learning;
Define the people strategy overarching principles across the Group, and key people processes that will ensure a common framework across different Companies within the Group, whilst respecting our decentralised operating model;
Steward the Human Resources Advisory Group to guarantee alignment among the Group's Companies and that our People practices remain on strategy;
Support the Board of Directors in ensuring that conduct and behaviour are consistent with Sonae's values and culture;
Ensure the Group's top management teams are composed of the right talent, fostering a strong alignment with the strategic goals and long-term vision of the organisation;
Provide support to the Board Nomination Committee and the Board Remuneration Committee, ensuring alignment with best practices and the Group's strategic priorities.
Investor Relations
Main responsibilities:
Manage the relationship between Sonae and the financial community, namely with investors and analysts, through the continuous preparation and disclosure of relevant and up to date information about the Company;
Support the Board of Directors and the Executive Committee, providing them with the relevant information about the capital market, as well as feedback from the financial community about Sonae;
Support External Communication, contributing towards providing a consistent corporate message to the capital markets and to the media.
Public Affairs
Main Responsibilities:
Manage the institutional representation of the Group with political entities, public bodies, and non-governamental organisations, as well as the institutional participation in strategic foruns, both national and international, with an impact on shaping the regulatory environment;
Analyse the political process and legislative framework of the European Union and Portugal to identify risks and opportunities, particularly those affecting the various areas of Sonae's activities, and promote consequent action strategies;
Produce and disseminate cross-sectional analyses and positions for the Group that, when shared with external stakeholders, aim to contribute to creating a more dynamic and competitve business environment;
Build lasting relationships to strengthen the Group's reputation as a key partner in the development of a balanced economic context.
Sustainability
Main Responsibilities:
Supporting the Executive Committee in defining, implementing, and monitoring Sonae's sustainability strategy to ensure alignment with long-term corporate objectives and global best practices;
Driving the implementation of sustainability initiatives to uphold and enhance first-class sustainability practices across Sonae's business units;
Coordinating the Sustainability Consulting Group as a platform for sharing knowledge, fostering collaboration, and accelerating sustainability outcomes across the Group's companies;
Establishing a network of internal and external expertise and solutions to promote innovation and experimentation in sustainability, excelling main challenges;
Consolidating the sustainability management and performance of Sonae companies to ensure effective reporting and communication with key stakeholders;
Representing Sonae in sustainability-related entities and forums at both national and international levels, while promoting awareness and knowledge of sustainability within and beyond the organisation.
Accounting and Business Solutions (ABS)
Main Responsibilities:
Efficiently and effectively manage all administrative processes of the Company and its retail businesses units, including in the following areas: Accounts Payable; Accounts Receivable; Accounting; and Consolidation;
Ensure the effective control of the accounting processes, records and transactions, and also the accuracy and timely reporting of financial, tax and management information;
Preparation of the separate and consolidated Sonae companies' financial statements;
Support and monitor the yearly audit process in coordination with the Statutory Audit Board;
Liaision with the External Auditors.
Transformation
Main responsibilities:
Lead Transformative Initiatives: spearhead initiatives aimed at fostering positive change within Sonae and extending its impact beyond organisational boundaries. Key focus areas:
Cultural Transformation: act as a catalyst in driving the cultural transformation process, positioning Sonae strategically for the upcoming decades;
Reskilling for Employment: oversee reskilling programs designed to empower individuals, foster lifelong learning, and facilitate the transformation of companies towards a sustainable future;
Stakeholder Collaboration: collaborate effectively with internal and external stakeholders to establish partnerships that enhance the reach and effectiveness of our transformation initiatives;
Expert Advisory Role: contribute expertise to relevant initiatives that stand to benefit from the team's knowledge and offer guidance on cultural transformation matters and educational initiatives, playing a key role in shaping strategic decisions;
Proactive Initiative Anticipation: anticipate the need for additional transformation initiatives that hold strategic importance. Stay ahead of the curve in identifying emerging opportunities for positive change.
The Company created the following coordination and knowledge sharing permanent structures, all of them chaired by members of the Board of Directors:
Corporate Finance and Treasury Committee
The Finance and Treasury Committee is composed of the members of the Board responsible for the financial area (CFOs or finance directors), the directors responsible for corporate finance in each of the businesses, and the functional directors of the Corporate Centre considered relevant to the matters on the agenda.
The Committee meets on a monthly basis and has the following main responsibilities:
Analyse and discuss the most relevant financial matters affecting Sonae's businesses;
Monitor developments in the debt markets and relationships with banks;
Monitor developments in the capital markets;
Monitor developments in the financial markets;
Prepare reports on the financial position of the Sonae Group and on budget execution;
Share experiences on best practices in the financial field and coordinate the approach to financial markets;
Monitor the financial evolution of the Group and the financing policies of each business.
Audit Coordination Committee
Sonae's Audit Coordination Committee is composed of members of the board of directors of Sonae's businesses and of the internal audit managers responsible for this role in the Company and in its business areas, and the Group Chief Risk Officer. This Committee meets quarterly and has the following main goals:
Give opinion to the Board of Directors regarding the internal audit policies and level of relation with external auditors;
Inform about internal audit plans of Sonae Companies;
Monitor internal audit activities, namely through the analysis of quarterly reports, and recommended improvements;
Monitor external audit activities through the analysis of the respective reports;
Decide on the execution of unplanned internal audits;
Promote the development of internal audit human resources;
Propose the acquisition, development and implementation of new internal audit systems and methodologies to be applied by Sonae Group;
Give opinion and cooperate in the proposal for the selection of the Company's External Auditor;
Promote the exchange of knowledge and experiences between the internal audit teams of Sonae' different business areas.
Risk Management Consulting Group
Sonae's Risk Management Consulting Group is composed of members of the board of directors of Sonae's businesses, the risk managers responsible for this role in the Company and in its main businesses, and the Group Chief Internal Auditor. This Group meets quarterly and has the following main tasks:
Review existing policies and propose new guidelines on risk management;
Revise the risk management plans for each Sonae company;
Monitor risk management activities execution, namely through the revision of periodic reports and proposal of recommendations;
Propose unplanned risk management activities;
Recommend the acquisition, development and implementation of new risk management systems and methodologies for the Group;
Foster specialised knowledge in risk management issues.
Human Resources Consulting Group
The Human Resources Consulting Group is composed of members of the board of directors of Sonae's businesses in charge of Human Resources and by the managers in charge of this role in Sonae and in each of the businesses. This Group meets bimonthly and has the main following tasks:
Make recommendations on all policies directly related with the business strategy implementation at HR's level;
Contribute to Sonae's culture dissemination and transversal policies follow-up;
Encourage the dissemination and sharing of best practices regarding People and Talent Management between companies;
Acquire synergies through the coordination and negotiation of investment related to the Human Resources areas, when applicable;
Guarantee the articulation and coordination of the opinions provided to the various Sonae Management and Supervisory Bodies.
IOW Consulting Group
The Improving Our Work Consulting Group is attended by the CEO's of the main businesses of the Group as well as by the persons responsible for the implementation of the best practices of continuous improvement.
This Group meets quarterly and has the following main tasks:
Share continuous improvement activities in all companies;
Share best practices and results of each company;
Analyse and adapt case studies for internal use;
Identify needs and adjustments to the ongoing IOW implementation and support efforts;
Decide on resources allocation.
Sustainability Consulting Group
The Sustainability Consulting Group, endorsed by the Chairman of the Board of Directors and the CEO of the Company, is chaired by the Chief Development Officer (CDO) and comprises directors and functional leaders from the Company and its key business units with responsibilities in sustainability. Meeting on a quarterly basis, the group is dedicated to achieving the following objectives:
Develop and promote a shared vision for sustainability management that is integrated across all Sonae business areas;
Recommend the adoption of common sustainability guidelines, where feasible, in alignment with the United Nations agenda and globally recognised frameworks;
Facilitate discussions on market trends and future scenarios, leveraging insights from external experts and benchmark case studies;
Provide clear communication of recommendations to Sonae's management bodies to ensure alignment and implementation;
Coordinate cross-functional working groups and synergy projects to enhance cooperation across Sonae companies;
Promote common practices in sustainability and reporting to enable more comprehensive and consistent progress and communication across the Group.
Other than the Groups mentioned above, there are also the following specific specialists forums, ensuring the communication and sharing of the best practices in fields considered critical for the Group, namely:
FINOV, with the purpose of stimulating and supporting an innovation driven culture at Sonae, capable of sustaining high levels of value creation;
Legal Forum, with the purpose of fostering knowledge sharing among the group's legal teams, promoting the wide discussion of essential legal issues and supporting the development of consistent approaches to legal interpretations, policies and procedures;
FINCO, with the objective to increase the value of Information Technology within each business unit through knowledge sharing, networking and promotion of innovative IT solutions;
E-commerce Forum, aiming at fostering the excellence and the sharing of best-practices through the several e-commerce channels across the Group;
International Forum, aiming at promoting knowledge sharing and networking for leads generation on Sonae's internationalisation initiatives;
Administrative and Tax Forum, aiming at sharing knowledge and experiences, promoting the existence of synergies between the administrative services and the tax departments.
Functioning of the Board of Directors
Internal regulation of the Board of Directors
The Internal Regulation of the Board of Directors and of its internal committees are available for consultation at the Company's website https://www.sonae.pt/en/investors/government-of-society/.
Number of meetings held and attendance level of each member of the Board of Directors
The Board of Directors meets at least four times a year, as required by the Company's Articles of Association and its Internal Regulation, and whenever the Chair or two Board members call for a meeting. The quorum for any Board of Directors' meeting requires that the majority of its members are present or represented by proxy.
Decisions are taken by a majority of the votes cast. When the Board of Directors is composed of an even number of members and there is a tied vote, the Chair has a casting vote.
The Board of Directors receives information about the items on the agenda for the meeting as well as supporting documents with at least seven days in advance.
Minutes are recorded in a minutes book.
During 2025, 9 (nine) Board of Directors' meetings were held, with an attendance rate of 100%.
Competent bodies of the company to appraise the performance of Executive Directors
The Shareholders' Remuneration Committee, appointed by the Shareholders' General Meeting, is the committee responsible for approving the remuneration of the Board members and of other statutory governing bodies, on behalf of the shareholders, under the terms specified in the Remuneration Policy approved by the shareholders at the Shareholders' General Meeting.
The Board Remuneration Committee (BRC), appointed by the Board of Directors and composed of non-executive directors, the majority of which is independent, supports the Shareholders' Remuneration Committee in carrying out its duties in relation to the assessment of the performance of the Executive Directors and the remuneration of the statutory governing bodies of the Company.
In the execution of this duty, the BRC and the Shareholders' Remuneration Committee may freely decide to hire external consultants of recognised competency and with international activity and expertise.
The independence of such consultants is ensured by the fact that they are not bound in any way to the Board of Directors, to the Company nor to the Group, as well as by their broad experience and market recognition, being ensured that the selected consultants are sufficiently independent for the purposes for which they are contracted and, in particular, that their independence is not jeopardised by supplying significant other services to the Company or any related parties.
Predetermined criteria for evaluating the performance of Executive Directors
The performance evaluation of Executive Directors is based on predetermined criteria, consisting of objective performance indicators established for each appraisal period, which are aligned with the Group strategy for growth and business performance under a medium and long-term perspective.
Such indicators consist of KPIs (Key Performance Indicators), with two dimensions, each with a relative weight of 50%. The KPIs for the creation of economic value ("KPIs What"), which evaluate financial and strategic performance and the KPIs for the creaton of social and environmental value ("KPIs How"), which assess performance in areas such as People, Planet and other strategic priorities. This dimension also includes an individual KPI, which may combine both subjective and objective indicators.
The pre-determined criteria for the assessment of the Executive Directors' performance arise from the Remuneration Policy approved at the Shareholders' General Meeting following a proposal of the Shareholders' Remuneration Committee.
The Remuneration Policy for the 2023-2026 four-year mandate, in its current version with the amendments approved at the Shareholders' General Meeting held on 2024 and 2025, is available at: https://www.sonae.pt/en/investors/shareholder-s-general-meeting/.
Availability of the members of the Board of Directors
Information on other positions held in other entities, whether or not in Sonae Group, by members of the Board of Directors, as well as information on other relevant activities exercised during 2025, is disclosed in the Appendix to the present Report.
Committees within the Board of Directors
Identification of committees created by the Board of Directors
The Board of Directors has created the following committees: Executive Committee, the Board Audit and Finance Committee, the Board Nomination Committee and the Board Remuneration Committee.
The terms of reference of each of these Committees are available for consultation at the Company's website - https://www.sonae.pt/en/investors/government-of-society .
The Board of Directors appointed an Ethics Committee with specific competencies in promoting Sonae's Code of Ethics and Conduct, which, including the terms of reference of the Ethics Committee, is available for consultation at the Company's website https://www.sonae.pt/en/investors/government-of-society/.
Role and Duties of the Executive Committee
The Executive Committee has all the necessary powers to manage the Company on a day-to-day basis, under the terms of the delegation of powers and competencies granted by the Board of Directors, in light of the applicable legal framework as well as of its internal regulation.
The following matters were excluded from the terms of delegation by the Board of Directors and are considered to be matters exclusively of the competence of the Board of Directors:
To appoint the Chair of the Board of Directors;
To co-opt a substitute for a member of the Board of Directors;
To request the convening of the Shareholders' General Meetings;
To approve, under the terms set forth by the applicable law, the Management Report and Financial Statements;
To grant any personal or asset secured guarantees;
To decide on any change to the Company's registered office or to approve any share capital increases;
To decide on mergers, de-mergers or modifications to the corporate structure of the Company;
To approve the annual business portfolio management strategy and respective policies;
To approve the Company's annual budget and the financing of the Group's Business plan and any significant changes thereto.
In addition to the daily management of the Company, the Executive Committee is also responsible for:
Support the Board of Directors in supervising the strategic steering and financial performance, the portfolio management, the risk management and in the strict compliance with the law;
Recommend and submit to the approval of the Board of Directors the Company's strategy, policies and main business and capital allocation decisions, implementing them after being approved by the Board of Directors and periodically reporting to the Board on its development and results;
Prepare and propose for the approval of the Board of Directors the strategic and financial plan of the Group, as well as the consolidated annual budget and the investments to deploy;
Represent Sonae on the Board of Directors of the different business units of the Group, exercising an effective influence over their strategy and management to ensure that those are aligned with the Group's corporate and sustainability strategies, financial plans and objectives, as well as they abide with the Sonae values and policies;
Review and approve the financial statements and periodic reports, the annual budgets, and the strategic and financial plans of the Group's business units, through its presence on the respective Board of Directors;
Report quarterly to the Board of Directors the consolidated financial results of the Company and of its business units, as well as prepare and propose to the Board the proposal for the earnings announcement to the market, in accordance with the applicable requirements;
Maintain a transparent and effective communication with the Company's stakeholders, seeking to be involved in relevant discussions that impact the Company as a listed entity, as well as with institutional and retail investors, financial analysts, and the banking sector in order to attract external financing to support the Company's operations, finance projects and ensure its sustainable growth;
Ensure that the Company has effective internal control systems, robust risk management processes and that complies with the applicable legal and regulatory requirements, without prejudice to the monitoring and supervision powers that in this matter are attributed to other bodies of the company and committees of the Board of Directors, namely the Statutory Audit Board and the Board Audit and Finance Committee.
Composition of the Executive Committee
The Executive Committee is composed of members from the Board of Directors, as follows:
Executive Committee
Cláudia Azevedo CEO
João Dolores CFO
Eduardo Piedade CDO
*On 3rd July, João Günther Amaral resigned from his position as an executive member of the Board of Directors. On the same date, Eduardo Piedade was co-opted as CDO.
Operating Rules of the Executive Committee
The Executive Committee meets once a month on an ordinarily basis and extraordinarily whenever any of its members convenes a meeting. The Executive Committee may not function without the presence of a majority of its members, and any executive director may be represented at the meetings of the Executive Committee by any other member by means of a letter addressed to the CEO, indicating the day and time of the meeting for which it is intended, which shall be mentioned in the minutes and filed.
Participation by telematic means and voting by mail are permitted, in accordance with the law. The decisions of the Executive Committee shall be taken by unanimity of the votes cast.
The resolutions taken at the Executive Committee meetings are recorded in minutes, as well as the attendance, the topics discussed, and the decisions taken. The meetings' agendas and minutes shall be distributed to the Chair of the Board of Directors in a timely manner.
Whenever deemed convenient, the Executive Committee may submit to the consideration of the Board of Directors any matter within its competencies.
The Executive Committee shall present to the Board of Directors, on a quarterly basis, a summary of its most relevant activities in the period and the respective results, recommendations and proposals, as well as provide all clarifications and information requested.
The Executive Committee can set up internal committees, which will operate dependently to the Executive Committee, to monitor particular matters.
The members of the Executive Committee, as well as the remaining members of the Board of Directors, must obtain the previous approval of the Board of Directors, with the advice of the Board Nomination Committee, before accepting positions in governing bodies or other significant activities, in Companies that are not part of Sonae Group, with
the exception granted to those that are authorised by the Shareholders' General Meeting, in compliance with the principles adopted by the Company regarding the prevention of conflicts of interest. Minutes are recorded in the respective minutes book.
During 2025, 15 (fifteen) Executive Committee meetings were held with an overall attendance rate of 100%.
Board committees and other advisors to the Board
Board Audit and Finance Committee ("BAFC") Role
The BAFC is a committee appointed by the Board of Directors, composed of a majority of Independent Non-Executive Directors, being its number and background deemed suitable considering both the Company's dimension as well as the complexity of its activity and related risks, and its terms of reference are set out in its Internal Regulation. The BAFC is responsible for providing support to the Board of Directors and monitoring and evaluating the activity of the Executive Committee in carrying out its management responsibilities, not overstepping the Statutory Audit Board's duties and responsibilities as an auditing body.
The BAFC regularly reports to the Board of Directors about its work, the conclusions that it has reached and proposes plans of action with the goal of proactively ensuring internal control and the functioning of the Company's risk management system.
The duties of the BAFC, as a committee of the Board of Directors, are to:
Review the Company's consolidated and separated financial statements, the annual and interim consolidated reports of the Company, and other documents and announcements to be disclosed externally and to report its findings to the Board, before these documents are approved and signed by the Board;
Advise the Board of Directors on the adequacy and appropriateness of internal information provided by the Executive Committee, including systems and standards on internal business controls and risk management implemented by the Executive Committee;
Liaison with the Statutory Audit Board on the appointment of, the assignments to, and the remuneration of the External Auditor;
Advise the Board on the quality and independence of the Internal Audit and Risk Management functions, as well as in the appointment of the Internal Auditor and Risk Manager;
Review the scope of the Internal Audit functions and its relation to the scope of the External Auditor. The BAFC discusses with the External Auditor, Internal Auditor and Risk Manager their periodic reports, as well as the internal control reports (which are simultaneously shared with the Statutory Audit Board) and advises the Board thereon;
Oversee matters related to corporate governance, ensuring that the Company adheres to the highest standards of corporate governance practices. It is responsible for (i) supporting and challenging the Board of Directors to achieve the highest standards in corporate governance; (ii) monitoring compliance with the recommendations for listed companies as outlined in the corporate governance applicable framework at any given time; and (iii) ensuring that Sonae is represented in external activities aimed at discussing and improving corporate governance requirements and practices in Portugal.
In performing its duties and assignments the BAFC devotes special attention to:
The system of internal controls, business controls, and risk management (including cybersecurity, data protection and health&safety), operated by management, and the Board's responsibility to review these areas;
Any changes in accounting policies and practices;
Significant adjustments resulting from the audit;
The going concern assumption;
Development of relevant financial ratios and changes in the Company's formal or informal ratings, including reports from rating agencies;
Compliance with accounting standards;
Compliance with the statutory and legal requirements and regulations, in particular, in the financial domain;
Significant financial exposures in the treasury area (such as currency risks, interest rate risks, and derivatives);
When faced with major judgemental issues subject to interpretation and the adoption of possible alternative solutions, evaluate their impacts on the company;
Fraud and defalcation;
Developments in the Company's corporate governance;
Transactions with related parties, including any transactions that could involve significant transfer pricing risk, namely the review and approval of the half yearly related party transactions report which is made available by the department responsible for the administrative and accounting areas of the Company, and issue a previous opinion on all transactions between Sonae and its related parties which, based on the aforementioned report, fulfil the criteria established in the Company policy on this matter.
Composition
The BAFC is currently composed of seven members appointed by the Board of Directors. All members are Non-Executive Directors, the majority of which is independent. The composition of the Board Audit and Finance Committee is as follows:
Board Audit and Finance Committee
José Neves Adelino Non-Executive Chair
Ângelo Paupério Non-Executive
Marcelo Faria de Lima Independent Non-Executive
Fuencisla Clemares Independent Non-Executive
Philippe Haspeslagh Independent Non-Executive
Eve Henrikson Independent Non-Executive
Maria Teresa Ballester Independent Non-Executive
Operating Rules
The BAFC meets at least six times a year and additionally whenever convened by its Chair, the Chair of the Board of Directors or by the Executive Committee.
Minutes of all BAFC meetings are prepared and distributed to other Board members.
During 2025, 6 (six) meetings of the BAFC were held with an overall attendance rate of 98%.
Board Nomination Committee ("BNC") Role
The Board Nomination Committee is responsible for:
Identify and assess the suitability of potential candidates with a profile fit for appointment to the Board of Directors and to its committees, in accordance with the internal policy on selection and evaluation, in particular when the Board decides to co-opt a Board member and when the Board is responsible for assessing candidates for CEO roles in the main subsidiaries of Sonae Group;
Provide oversight of succession planning, contingency planning and talent management in general for Board members and other senior management positions in Sonae Group, and ensuring that the appointment process and training of the candidates is suitably conducted;
Advise the Board of Directors on prior disclosures made by members of the Board of Directors in relation to accepting outside directorships and other significant roles or activities, which were not approved by the Shareholders' General Meeting, as required by the Company's approved policy on conflicts of interest.
The terms of reference of the Board Nomination Committee regulate the performance of its duties and the respective time schedule for their execution, and is available at https://www.sonae.pt/en/investors/government-of-society/.
Composition
The BNC is composed of six Non-Executive Directors, being its number and background deemed suitable considering both the Company's dimension as well as the complexity of its activity and related risks, the majority of which is independent. Its composition is as follows:
Board Nomination Committee
Paulo Azevedo Chair of the Board of Directors - Non Executive
Marcelo Faria de Lima Independent Non-Executive
Carlos Moreira da Silva Non-Executive
Philippe Haspeslagh Independent Non-Executive
Fuencisla Clemares Independent Non-Executive
Maria Teresa Ballester Independent Non-Executive
Operating Rules
The BNC meets at least once every year and additionally whenever its Chair or the Board of Directors deem necessary. The BNC members can also meet on an ad-hoc basis, either personally or through telematic means. Minutes are kept of all meetings of this Committee.
During 2025, 1 (one) meeting of the BNC was held, with an attendance rate of 100%.
Board Remuneration Committee ("BRC") Role
The Board Remuneration Committee is responsible for:
Acting with the objective of ensuring that the remuneration policy and practice reflect and support the long-term strategic goals and that they are compatible with the Company's risk policies and systems and that they take into account pay and employment conditions elsewhere in the Sonae Group and in the external market;
Giving feedback to the Board of Directors on the proposed remuneration policy prepared by the Executive Committee and subsequently submit the policy to the Board of Directors for review, before the Board of Directors submits a final proposal to the Shareholders' Remuneration Committee for their review and approval and subsequent inclusion in the agenda of the Shareholders' Annual General Meeting to obtain the approval of shareholders;
Receiving, analysing, and, in some cases, preparing, as and when required by approved internal processes, proposals for the remuneration of the Board of Directors and other Statutory Governing Bodies and present them for approval to the Shareholders' Remuneration Committee. All proposals must be in line with the Company's approved Remuneration Policy;
Providing oversight in relation to remuneration resolutions taken by the Executive Committee for the group senior executives who report directly to the Executive Committee.
The terms of reference of the Board Remuneration Committee regulate the performance of its duties and the respective time schedule for their execution, and is available at https://www.sonae.pt/en/investors/government-of-society/.
Composition
The BRC is composed of five Non-Executive directors, being its number and background deemed suitable considering both the Company's dimension as well as the complexity of its activity and related risks the majority of which is independent. Its composition is as follows:
Board Remuneration Committee
Fuencisla Clemares Chair - Independent Non-Executive
Paulo Azevedo Non-Executive
Ângelo Paupério Non-Executive
Philippe Haspeslagh Independent Non-Executive
Eve Henrikson Independent Non-Executive
Operating Rules
The BRC meets at least twice every year and additionally whenever its Chair or the Board of Directors deem necessary. In addition to the formal meetings, BRC members meet informally, and on an ad-hoc basis, either personally or through telematic means, to discuss relevant matters. Minutes are kept of all meetings of this Committee.
During 2025, 4 (four) meetings of the BRC were held, with an overall attendance rate of 100%.
Ethics Committee
Sonae's Code of Ethics and Conduct, in accordance with Sonae's principles and values, establishes rules of conduct as well as the ethical and moral principles and practices to be complied with by the members of the Board of Directors and of the other statutory governing bodies and employees.
The Code of Ethics and Conduct applies to all the companies directly or indirectly controlled by Sonae. The Code also sets out the values and forms of conduct required from individuals appointed by Sonae to the statutory governing bodies of companies or other entities in which Sonae participates. This applies to their respective individual functional duties and acts, and also requires them to promote the adoption of similar ethical principles and standards of conduct when establishing or amending codes of ethics and conduct or similar internal regulations at those companies or other entities.
Sonae's Code of Ethics and Conduct establishes a commitment for third party entities, hired by, or acting on behalf of Sonae, when the Company may be held accountable for their actions.
Sonae's Code of Ethics and Conduct is available at https://www.sonae.pt/en/investors/government-of-society/ and has the fundamental objectives of:
Establishing principles that guide the activities of Sonae Group of companies and setting rules of ethical and moral nature that are expected to guide the behavior of all of its employees and governing bodies. It includes promoting the adoption of ethical and moral principles and practices by the Group's partners;
Promoting and encouraging the adoption of the guiding principles and rules of conduct defined in Sonae's Code of Ethics and Conduct, which reflect the Company's values, namely with regards to the relationships between employees, statutory governing bodies, Sonae, and its remaining stakeholders;
Consolidating Sonae's institutional image, which is characterised by Determination, Dynamism, Enthusiasm, Creativity, and Openness.
In addition to Sonae's Code of Ethics and Conduct, internal regulations covering independence and conflicts of interest and related party transactions remain in force.
Employees are also made aware internally of Sonae's Code of Ethics and Conduct. During 2025, and in line with the previous practices the Company promoted e-learning internal training courses to employees and members of the statutory governing bodies, concerning business ethics, covering whistleblowing policies and procedures, clarifying staff responsibilities as well as those of the Company's management bodies, and presenting practical examples of situations involving: conflicts of interest, privacy, information confidentiality and integrity, staff relationships and those with the suppliers and business partners.
The Ethics Committee has the following main tasks:
Foster the existence of means to disseminate the Code of Ethics and Conduct to its main target audience;
Consider and answer questions sent by the members of the statutory governing bodies of the Group' companies, as well as those sent by employees, clients or other third parties which fall within its scope, making recommendations it deems appropriate to the nature of each case;
Check the existence of internal mechanisms to report irregularities, making sure they comply with the law, particularly in terms of confidentiality, the handling of information and the non-existence of reprisals for participants;
Propose to the Board of Directors, after consulting with Sonae's Executive Committee, the approval of changes to the Sonae Code of Ethics and Conduct, whenever considered appropriate;
Issue clarifications regarding the interpretation of provisions in the Sonae Code of Ethics and Conduct, on its own initiative, or after being requested to do so, by members of the Governing Bodies or employees;
Receive, evaluate and forward reports of founded irregularities, received by the Ethics Committee, to the respective governing bodies, whenever they consider such irregularities as violations of the rules in the Sonae Code of Ethics and Conduct;
Receive and adequately treat the reports received in the Reporting Channel when they concern matters within the scope of competencies of the Ethics Committee, pursuant to the set forth in the Regulation on Communication of Infractions and on the Policy on prevention of Corruption - documents approved by the Company and available at https://sonae.pt/en/investors/government-of-society/.
Forward to the Statutory Audit Board any reports that might indicate alleged irregularities, under the terms established in article 420, paragraph 1, subparagraph j) of the Portuguese Companies Act;
Regulate its operation and regularly report its activities to the Board of Directors, and the entities it is legally bound to report to, according to legislation or the corporate governance model adopted.
Without prejudice to complaints about the offenses set out in Law no. 93/2021 of 20thDecember, as well as those set out in Decree-Law no. 109-E/2021 of 9th December, for which the Company makes available internal reporting channels pursuant to the applicable legal framework, the Ethics Committee has responsibility for receiving and handling or forwarding reports involving members of the Governing Bodies, the Ombudsperson, Investors in a broad sense, and all other cases that suggest a violation of the principles included in the Code of Ethics and Conduct.
Any reports addressed to the Ethics Committee shall fall within the scope of its competence and be addressed to its email address (comissaoetica@sonae.pt) or by post Comissão de Ética da Sonae SGPS, S.A., Edifício 1-A, Lugar do Espido, Via Norte, 4470-157 Maia).
The Ombudsperson acts as a dedicated and voluntary channel within the Company to receive, investigate and address complaints and concerns related to the Company from stakeholders, including but not limited to its employees, customers, suppliers and other third parties.
The Ombudsperson provides regular reports on his/her activities to key Sonae governing bodies and also coordinates with ombudspersons or competent entities in each of the Sonae Companies to collect periodic reports, outlining relevant cases and activities.
Reports addressed to the Ombudsperson can be submitted via Sonae's website (http://www.sonae.pt/provedoria) and by post (Provedoria Sonae - Sonae Holding -Edificio 1 A - Lugar do Espido, Via Norte, 4470-157 Maia).
Composition:
Ethics Committee
José Neves Adelino (Chair) Chair - Lead Director
Eduardo Piedade Chief Development Officer (CDO)
Marta Cordeiro Cunha Provedora
Célia Sá Miranda General Counsel
*On 3rd July, João Günther Amaral resigned from his position as an executive member of the Board of Directors. On the same date, Eduardo Piedade, was co-opted
Operating Rules
The Ethics Committee meets at least twice every year and whenever its Chair or two of its members convene a meeting. In addition to the formal meetings, the Ethics Committee members meet informally, and on an ad-hoc basis, either personally or through telematic means, to discuss relevant matters. Minutes are kept of all the Committee's meetings and are distributed to all Board Members.
During 2025, 2 (two) meetings of the Ethics Committee were held, with an overall attendance rate of 100%.
Company Secretary
The Company Secretary is responsible for:
Keeping the formal minute books and attendance lists at the Shareholders' General Meetings;
Forwarding the legal documentation to convene the Shareholders' General Meetings;
Supervising the preparation of supporting documentation for the Shareholders' General Meetings and the meetings of the Board of Directors and preparing the respective formal minutes;
Providing feedback, pursuant to the applicable legal provisions, to Shareholders' requests for information;
Executing the legal register of any act or resolutions of the Company's statutory governing bodies.
Activity developed by the Committees created by the Board of Directors
At the Shareholders' Annual General Meeting held on 28th April 2023 the members of the Statutory Governing Bodies were elected for the 2023-2026 mandate.
Following its election, the Board of Directors appointed, in May 2023, the Executive Committee and the board specialised committees to support the Board of Directors' activity.
Non-Executive Directors have been performing, independently and permanently, the continuous monitoring of the activity of the Executive Committee, influencing the decision-making process of strategic and structural decisions, particularly in the development of the corporate strategy and the main policies, including the risk management policy, monitoring the respective compliance thereof and taking action in the preparation and disclosure of the financial reports, as described in section 55 of this Report.
Non-Executive Directors performed their role, both as members of the Board of Directors, as well as members of its specialised internal committees they incorporate, as described in section 29, and which support the activity of the Board of Directors.
During 2025, the Executive Committee managed the Company on a day-to-day basis, monitoring the business activity under the terms of the delegation of powers to the Executive Committee, and executed the strategic decisions of the Board of Directors, implementing the policies approved by this body. The Executive Committee reports to the Board of Directors and remaining governing bodies, including supervisory bodies, on the work performed during the financial year, providing information on the most significant decisions taken, the main actions implemented in the fulfilment of its competencies and duties and for the compliance of the strategy and policies approved by the Board of Directors.
The Ethics Committee has carried out its duties, supervised the dissemination of Sonae's Code of Ethics and Conduct, analysed the questions posed by members of the governing bodies, issuing recommendations and reporting its activity to the Board of Directors.
-
Audit
Composition
Statutory Audit Board
-
Audit
Maria José Martins Lourenço da Fonseca Chair
Daniel Bessa Fernandes Coelho Member
Sara Manuel Carvalho Teixeira Mendes* Member
*Sara Manuel Carvalho Teixeira Mendes, previously an alternate member of the Supervisory Board, assumed the position of member of this body on 20thOctober 2025.
Identification of the Supervisory Bodies
The Statutory Audit Board (SAB) and the Statutory External Auditor are, under the governance model currently adopted, the auditing bodies of the Company.
Composition
In accordance with the Company's Articles of Association, the SAB shall be composed of an odd or even number of members, with a minimum number of three members and a maximum number of five members, elected for a four-year mandate. One or two substitute members may be appointed if the SAB is made up of three or more members, respectively.
The Statutory Audit Board members are elected at the Shareholders' General Meeting.If the Shareholders' General Meeting fails to elect the members of the Statutory Audit Board, the Board of Directors must, and any shareholder may, petition the court for the necessary appointment.
If the Shareholders' General Meeting does not designate the Chair of the Statutory Audit Board, the Chair shall be appointed by the members of the Statutory Audit Board.
If the Chair leaves office prior to the end of the mandate for which was elected, the other members must choose a substitute to exercise these duties until the end of the current mandate.
The members of the Statutory Audit Board who are temporarily unavailable, or who have resigned, shall be replaced by the substitute member.
Substitute members who replace members who have resigned, shall remain in office until the next Shareholders' Annual General Meeting, when the vacant positions shall be filled.
In the event of it not being possible to fill in a vacancy left by a member, due to a lack of an elected substitute member, the vacant positions, both of the member and of the substitute member, shall be filled by means of a new election.
In light of the Company's size as well as of the complexity of its activity and correlated risks, the composition of the Statutory Audit Board, of 3 members, is deemed by the Company as being suitable to ensure the efficiency of this governing body's duty of supervising and monitoring such activity and risks, in compliance with the applicable law and the Statutory Audit Board Regulation available at https://www.sonae.pt/pt/investidores/governo-da-sociedade/.
The member of the Statutory Audit Board Daniel Bessa Fernandes Coelho was first elected on 3rd May 2007, at the time as Chair of the Statutory Audit Board and was later re-elected for a second mandate at the Company's Shareholders' Annual General Meetings, held on 27th April 2011 and for a third mandate (2015-2018) at the Shareholders' Annual General Meeting held on 30th April 2015.
The remaining members of the Statutory Audit Board were first elected at the Shareholders' Annual General Meeting held on the 30th April 2015, for a first four-year mandate of 2015-2018.
At the Shareholders' Annual General Meeting held on 28th April 2023, all the members of the Statutory Audit Board were elected for the four-year mandate 2023-2026. Following the passing away of Manuel Heleno Sismeiro, as announced to the market on the 20th October 2025, Sara Manuel Carvalho Teixeira Mendes who had been serving as substitute member until that date, assumed the position of effective member of the Statutory Audit Board.
Independence
The majority of the members of the Statutory Audit Board are independent as required by article 414 paragraph 5 and are not in breach of any of the criteria for incompatibility as set out in article 414 A, paragraph 1, both of the Portuguese Companies Act. The Chair of the Statutory Audit Board is independent, fulfilling thereby the requirement of Article 3, paragraph 2, subparagraph c) of Law no. 148/2015 of 9th September.
The Statutory Audit Board has carried out an assessment of the independence of its members by reference to the year ended 31st December 2025, by obtaining written information on an individual basis.
Professional qualifications and curricular references of the members of the Statutory Audit Board
The qualifications, experience and responsibilities of the members of the Statutory Audit Board are disclosed in the Appendix of this Report.
Functioning
Internal regulation of the Statutory Audit Board
The Internal Regulation of the Statutory Audit Board is available at the Company's website, https://www.sonae.pt/en/investors/government-of-society/
Statutory Audit Board Meetings
Decisions are taken by simple majority, the Chair having a casting vote if the Statutory Audit Board is composed of an even number of members.
The Statutory Audit Board meets at least four times a year and every time the Chair or two of its members convene a meeting. In addition to the formal meetings, and if necessary, the members of the Statutory Audit Board maintain contact through long distance communications.
During 2025, 21 (twenty-one) meetings were held, with an overall attendance rate of 100%. Minutes of all meetings of the Statutory Audit Board were recorded.
Availability of the Statutory Audit Board Members
Information on other positions currently held by members of the Statutory Audit Board in other entities, whether or not in Sonae Group, as well as information on other relevant activities exercised during the present mandate, are disclosed in the Appendix of this Report.
Duties and competencies
Role of the Statutory Audit Board in the hiring of additional services from the external auditor
The Statutory Audit Board is responsible for the approval of non-audit services from the External Auditor.
To that effect, the Statutory Audit Board establishes, in the first meeting of each year, a work plan and timetable, comprising among other subjects, the coordination of tasks with the External Auditor including:
Approval of the annual work plan of the External Auditor;
Follow-up of work performed and review of conclusions of the audit work and of interim and annual statutory audits;
Overseeing the independence of the External Auditor;
Decision on the approval of the provision of non-audit services, in compliance with Law no. 140/2015, of 7th September, which approves the new terms of reference of the public certified accountants;
External Auditor's annual activity assessment, as well as of its independence and adequacy for the performance of its role, for the purposes of complying with Recommendation VIII.2.3 of the Corporate Governance Code of the Portuguese Institute of Corporate Governance (IPCG).
In the assessment of criteria that supports the hiring of additional work from the External Auditor, the Statutory Audit Board confirmed that:
The hiring of non-audit services has not affected the independence of the External Auditor;
The non-audit services have represented a balanced consideration vis-à-vis the services provided;
The non-audit services, duly framed, did not constitute forbidden services pursuant to the applicable European legislation;
The non-audit services were provided with high quality and autonomy, as well as with independence from the ones executed under the audit process;
The quality system used by the External Auditor according to the information provided to the Company, monitors the potential risks of a loss of independence and possible conflicts of interest with Sonae, while also ensuring that the quality of the services provided are in compliance with the rules of ethics and independence.
Other duties carried out by the Statutory Supervising Bodies
Statutory Audit Board
The Statutory Audit Board is the Company's supervisory body and its duties include, amongst others:
Supervising the management of the Company;
Ensuring that the law, the Company's Articles of Association and internal procedures are observed;
Verifying the regularity of all books, accounting registers and supporting documents;
Verifying, whenever deemed convenient, and in the manner deemed appropriate, the extension of cash and of stock of any kind of goods or other values that belong to the Company or that were received by the Company as a guarantee, deposit or otherwise;
Verifying the accuracy of the financial statements, monitoring the process of preparation and disclosure of financial information and presenting recommendations aimed at ensuring their integrity;
Verifying if the accounting policies and the valuation criteria adopted by the Company provide a correct evaluation of its assets and results;
Drawing up an annual report for shareholders on the supervision of the Company, which shall include a description of audit work carried out, possible restrictions encountered in the course of that work, and issuing a statement of opinion on the annual report, accounts and proposals presented by the management;
Convening the Shareholders' General Meeting, whenever the Chair of the Board of the Shareholders' General Meeting fails to do this in circumstances when it was necessary;
Supervising the efficiency of the risk management system, the internal control system and the internal audit function;
Receiving notification of irregularities presented by shareholders, Company's employees or others;
Appointing and hire services from experts to help one or more of its members in the exercise of their duties. The hiring and fees of these experts should take in consideration the importance of the underlying matters and the financial situation of the Company;
To oversee the suitability of the process of preparation and disclosure of the financial and non-financial information by the Board of Directors, including the suitability of the accounting policies, estimates, judgements, relevant disclosure and its consistent application between financial years in a duly documented and communicated form;
Acting as the primary interface of the Company with the External Auditor and the Statutory External Auditor, approving the criteria for the selection of the Statutory External Auditor, and proposing the appointment or replacement of the External Auditor and the Statutory External Auditor, as well as their remuneration to the Shareholders' General Meeting, as well as the review of their performance, while ensuring that the right conditions exist within the Company for the appropriate carry out of their work, being the first point of contact and the first to receive audit reports, without prejudice of the duties and competencies of the Board of Directors on this subject;
Supervising the auditing of the Company's financial statements;
Supervising the existence and maintenance of the Statutory External Auditor's and the External Auditor's independence and to propose its dismissal or the termination of its service contract to the competent body whenever there is a justified reason to do so;
Approving, beforehand, the External Auditor's provision of services, and the additional audit services provided as well as approving the respective remuneration, ensuring that the provision of services is permitted by law, not overstepping reasonable limits and in a manner that does not jeopardise the Statutory External Auditor's independence;
Issuing a specific and well-sustained report that supports the decision of non-replacement of the External Auditor, giving due consideration to the degree of independence of the auditor under these circumstances and the advantages and costs of replacing them;
Supervising the activity carried out by the internal audit;
Giving a prior opinion about transactions with related parties and analyse the
half-year and yearly reports in the terms set forth in the internal Policy on Related Party Transactions, in compliance with articles 29-S to 29-V of the Portuguese Securities Code;
complying with the competencies and duties established by Law no. 148/2015, of 9th September, in its current wording, which approves the Legal Framework of Auditing Supervision, transposing into national law the Directive 2014/56/EC of the European Parliament and of the Council, of 16th April 2014, amending Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts, ensuring the execution into national law of Regulation (EU) 537/2014 of the European Parliament and of the Council, of 16thApril 2014, on specific requirements regarding statutory audit of public interest entities, namely those under article 3 of the preamble decree and article 24 of the Legal Framework of Auditing Supervision;
complying with any other attributions defined by the applicable law or the Company's Articles of Association.
In order to carry out its duties, the Statutory Audit Board has a meeting at the beginning of each financial year to plan out the year's work. This plan includes monitoring the business activity of the Company and the interaction with the Executive Committee and the Board of Directors through the Board Audit and Finance Committee, in particular:
Assessing how the internal control, risk management and compliance systems are working and, within the scope of its competencies, evaluating and giving its opinion, regarding the risk policy as prepared by the Board of Directores, including prior to its approval, and preparing, if it deems necessary, an annual report containing its appreciations and recommendations to the Board, in order to ensure that the risks incurred by the Company are consistent with the objectives defined by the Board of Directors;
Assessing the financial statements and the disclosure of financial information;
Issuing opinions and recommendations.
The plan also includes supervising the activity of internal audit and risk management, including compliance covering:
Annual activity plan;
Receiving periodic reports on their activity;
Evaluating results and conclusions reached;
Checking and evaluating the existence of possible irregularities that have been forwarded to them;
Issuing guidelines, as and when deemed appropriate.
Finally, the referred plan also includes receiving information on irregularities (whistleblowing). The Ombudsperson reports on a half yearly basis its activities to the Statutory Audit Board, for approval of procedures for the reception and treatment of claims and critical review of results.
The Statutory Audit Board is also responsible for receiving irregularities in strict accordance with article 420, paragraph 1, subparagraph j), of the Portuguese Companies Act, whether directly addressed to it, or reported to the Ethics Committee or another governing body.
The Statutory Audit Board is also the addressee of the the complaints submitted to the Internal Reporting Channel, as well as the final reports prepared by the competent committee for their analysis, which contain the reported case, the assessment of the actions taken, the respective results, and the measures adopted.
Statutory External Auditor
The Statutory External Auditor is the statutory supervisory body responsible for legally certifying the Company's financial statements. Its main responsibilities are:
Verifying the accuracy of all books of account, accounting transactions and supporting documents;
verifying the accuracy of cash and stocks of any kind, of the assets or securities belonging to the Company or received by it by way of guarantee, deposit or other purpose, whenever it deems convenient and by the means that it considers to be appropriate;
Verifying the accuracy of the financial statements, and expressing an opinion on them in the accounts legal certification and in the Audit Report;
Verifying whether the accounting policies and valuation criteria used lead to a fair valuation of the assets and results of the Company;
Carrying out any examinations and checks necessary to the audit and legal certification of the accounts and carrying out all procedures required by law;
Verifying the application of remuneration policies and systems, and the effectiveness and working of internal control procedures, reporting any weaknesses to the Statutory Audit Board in accordance with, and within the limits of its legal and procedural duties;
Attesting if the Company's Corporate Governance Report includes the information referred to in article 29-H of the Portuguese Securities Code.
Since the 1st January 2016, the duties and services provided by the Statutory External Auditor have been in strict compliance with the new Statute of the Portuguese Institute of the Statutory Auditors, under the terms established by Law no. 140/2015, of 7th September, with its current wording.
- Statutory External Auditor
Identification
The Company's Statutory External Auditor is PricewaterhouseCoopers & Associados, SROC, S. A., represented on 31st December 2025 by the statutory auditor Joaquim Miguel de Azevedo Barroso.
Permanence in functions
The Statutory External Auditor was initially elected at the Shareholders' General Annual Meeting held on 3rd May 2018, for the remainder of the mandate 2015-2018, by a proposal of the Statutory Audit Board.
For that purpose, the Statutory Audit Board organised an enlarged selection bid in accordance with the terms set forth in subparagraph f) of number 3 of article 3 of the Legal Framework of Auditing Supervision approved by Law no.148/2015 and in article 16 of the EU Regulation no. 537/2014, completed with the proposal presented to the Shareholders' General Meeting.
At the Shareholders' Annual General Meeting held on 30thApril 2019, the Statutory External Auditor, PricewaterhouseCoopers & Associados, SROC, S.A., represented by the statutory auditor Hermínio António Paulos Afonso or by the statutory auditor António Joaquim Brochado Correia, was re-elected, by proposal of the Statutory Audit Board, for the 2019-2022 mandate.
At the Shareholders' Annual General Meeting held on 28th April 2023, the Statutory External Auditor PricewaterhouseCoopers & Associados, SROC, S.A., represented by the statutory auditor Joaquim Miguel de Azevedo Barroso, was re-elected for the 2023-2026 mandate, by proposal of the Statutory Audit Board.
Other services provided to the Company
PricewaterhouseCoopers & Associados, SROC, S.A. (PwC) is also the Company's External Auditor. As the Statutory External Auditor, PwC did not provide any other services to the Company besides compliance and assurance services and other services duly authorised by the Statutory Audit Board, as described in paragraph 37.
- External Auditor
Identification
The Company's External Auditor is, in compliance with the article 8 of the Portuguese Securities Code, PricewaterhouseCoopers & Associados, SROC, SA, represented on 31st December 2024 by Joaquim Miguel de Azevedo Barroso (ROC no. 1426).
Permanence in functions
The External Auditor, PricewaterhouseCoopers & Associados, SROC, SA, was initially elected at the Shareholders' Annual General Meeting held on 3rd May 2018, following a proposal of the Statutory Audit Board. The representing partner António Joaquim Brochado Correia was appointed to represent the External Auditor in 2018 following the abovementioned election and remained in office, following the re-election of the Statutory External Auditor at the Shareholders' Annual General Meeting held on 30th April 2019, during the 2019-2023 mandate.
At the Shareholders' General Meeting held on 28th April 2023, Joaquim Miguel de Azevedo Barroso was appointed as representing partner to the External Auditor.
Policy and frequency of rotation of the external auditor
The Statutory Audit Board has adopted the recommended principle on the rotation of the External Auditor.
Since the 1st January 2016, the term of the mandate is subject to the rules established in article 54 of Law no.140/2015, which approves the new terms of reference of the public certified accountants, in its current wording.
Statutory governing body responsible for the external auditor's assessment
The Statutory Audit Board oversees the performance of the External Auditor and the work developed during each exercise, considers and approves beforehand the additional work to be provided and, annually, prepares an overall appraisal of the External Auditor, which includes an assessment of their independence.
Additional work, other than audit services, performed by the external auditor and respective hiring process
The non-audit services provided by the External Auditor to the Company, and to Sonae Group companies, were previously approved by the Statutory Audit Board, which, after evaluation, concluded that the performance of additional services did not affect the independence of the External Auditor, which constitutes the main feature for weighting the provision of said services. Once ensured this first criterion, the Statutory Audit Board authorised the provision of services considering that the same were in the general interests of the Company, given the expertise of the service provider and the quality of the services provided in the areas concerned as well as the provider's knowledge of the
Company and the Group.
As an additional safeguard, the following measures were taken:
The hiring of non-audit services did not affect the independence of the External Auditor;
The non-audit services have represented a balanced consideration vis-à-vis the services provided;
The non-audit services, duly framed, did not constitute forbidden services pursuant to Law no. 140/2015 of 7th September, as amended by Law no. 99-A/2021 of 31stDecember;
The non-audit services were provided with high quality and autonomy, as well as with independence from the ones executed under the audit process;
The total annual fees paid in Portugal by Sonae to the External Auditor, represent less than 15% of their overall fees in Portugal;
The quality system used by the External Auditor, according to the information provided to the Company, monitors the potential risks of a loss of independence and possible conflicts of interest with Sonae, while also ensuring that the quality of the services provided are in compliance with the rules of ethics and independence.
In compliance with subparagraph a) of paragraph 2 of article 6 of EU Regulation no.537/2014, the External Auditor confirmed in writing to the Statutory Audit Board that its partner, the external auditor which represent it, as well as its top management and managers executing the accounts certification are independent in relation to the audited entity.
Remuneration of the External Auditor
The remuneration paid to the Statutory External Auditor and to the External Auditor, PricewaterhouseCoopers & Associados, SROC, SA, by proposal of the Statutory Audit Board, and to other individuals and entities within its network, supported by the Company and/or by corporate entities in a control relation with the latter, are as follows, analysed by type of service:
Remuneration paid by the Group's Companies 2025
(amounts in euros)
Statutory Audit and Accounts Certification
620,597
81,4%
Other Compliance and Assurance Services
28,775
3,8%
Tax Consultancy Services
15,570
2,0%
Other Services
97,380
12,8%
Total
762,322
100.0%
*Controlling companies or in a Group Relationship
-
Internal Organisation
- Articles of Association
-
Internal Organisation
Rules applicable in the case of amendments to the company's articles of association
Amendments to the Company's Articles of Association follow the terms set out in the Portuguese Companies Act, requiring a majority of two thirds of the votes cast for such a resolution to be approved at a Shareholders' General Meeting.
For a Shareholders' General Meeting to be held, in the first occasion it is convened, the Company's Articles of Association require that a minimum of 50% of the issued share capital should be present or represented at the meeting.
Remuneration paid by the Company (amounts in euros) 2025
Statutory Audit and Accounts Certification
112,705
41,8%
Other Compliance and Assurance Services
157,025
58,2%
Tax Consultancy Services
0
0
Other Services
0
0
Total
269,730
100.0%
- Reporting of irregularities (whistleblowing)
Policy on reporting irregularities
Sonae's values and principles are widely spread and deeply rooted in its business culture and form the basis of its actions. These are founded upon principles of awareness and absolute respect for the rules of good conduct in the management of conflicts of interest and duties of diligence and confidentiality in dealings with third parties. The Company's values and principles can be consulted at - https://www.sonae.pt/en/sonae/culture/
All reports of irregularities can be directly addressed, in writing, to the Statutory Audit Board to the following address: Lugar do Espido, Via Norte, 4470-157 Maia, as provided at the Company's website - http://www.sonae.pt/en/contacts/.
The communications made under Law no. 93/2021 of 20th December, which establishes the General Regime for the Protection of Whistleblowers as well as those made under Decree-Law no. 109-E/2021 of 9th December (which establishes the General Regime for the Prevention of Corruption), shall be presented in the Internal Reporting Channel created by the Company for that purpose, in the terms set forth in the Regulation for Communication of Infractions ("Whistleblowing") available at https://sonae.pt/en/investors/government-of-society/.
Communications shall be sent using one of the following channels: by post addressed to Sonae SGPS, SA Apartado 6034, EC TECMAIA, 4471-908 Maia, with the reference "Confidential"; and/or by email to canaldenuncias@sonae.pt.
- Internal Control and Risk Management
Individuals, bodies or committees responsible for internal audit and / or implementation of internal control systems
Risk Management is deeply rooted in Sonae's culture and is one of its key Corporate Governance practices that is present in all management processes. The main goal of Risk Management is to create value by managing and controlling opportunities and threats that can affect business objectives and the going concern of Sonae's businesses. Risk Management, alongside with Environmental Management and Sustainability, are pillars of sustainable development as it contributes to the continous development of business activities through a strong risk culture and the effectice management of risks that may affect organisations.
Risk Management is a responsibility of all Sonae managers and employees of Sonae's business units, at all levels of organisation, and is supported by the Risk Management, Internal Audit, Group Strategy and Planning and Control Departments, both at a corporate and business unit levels, and through specialised teams, which report directly to their respective Boards of Directors.
The Risk Management department's mission is to help companies reach their objectives via a systematic and structured approach in identifying and managing risks and opportunities.
The Internal Audit department identifies and evaluates the effectiveness and efficiency of management and control of business processes and information systems. The Internal Audit department is supervised by the Statutory Audit Board and reports to the respective Board of Directors.
The responsibilities of the Risk Management and Internal Audit functions are structured according to the IIA's (Institute of Internal Auditors) Three Line Model, which the Group uses to manage its risks.
In the three lines model, Sonae's business units are responsible for the 1stlevel, being responsible for indentifying and evaluating risks and implementing controls to mitigate them supported by 2nd and 3rd lines, to ensure the supervision of an adequate risk management.
In this context, senior management members are directly involved in defining the information security strategy and monitoring its effectiveness, ensuring alignment with the Company's strategic objectives and the applicable regulatory requirements. These risks are monitored across several corporate governance bodies, such as the Risk Management Consulting Group, the Audit Committee and the Board Audit and Finance Committee.
The Group Strategy and the Planning and Control departments promote and support the integration of risk management into the management and planning control processes of the Company's businesses.
Financial and accounting information reliability and integrity risks are also evaluated and reported upon by the External Audit activity.
Hierarchy and/or functional relationships with other company's bodies
The Statutory Audit Board monitors the internal control and risk management systems, supervises its activity plan, receives periodic reports on the work performed, assesses the results and conclusions drawn and gives guidelines as it deems necessary.
The External Auditor verifies the effectiveness and functioning of internal control procedures in accordance with the work plan appointed by the Statutory Audit Board, to which it reports the conclusions drawn.
The Board of Directors, through the Board Audit and Finance Committee and the Risk Management Consulting Group, monitors the Internal Audit and Risk Management activities.
Other functional areas with risk control competencies
Each one of the Group's functional structures takes responsibility in controlling and monitoring risks related with their duties, namely the Group Strategy, Planning and Control, Legal and Corporate Governance, Corporate Finance and Corporate Treasury, Tax, People and Leadership, Brand and Communication, Sustainability, Public Affairs, Investor Relations, M&A, IOW and Accounting and Business Solutions departments.
Identification and classification of main risks
Macroeconomic
Sonae operates in a global macroeconomic environment that remains exposed to elevated uncertainty and volatility. In 2025, geopolitical and policy-related risks were particularly prominent, with changes in United States foreign and trade policy, including the implementation of new tariff measures affecting the European Union, contributing to a more challenging international trade environment. Although some geopolitical tensions eased during the year, notably in the Middle East, the persistence of the conflict in Ukraine and ongoing trade frictions continued to weigh on confidence and global trade flows.
In parallel, the accelerated development and adoption of artificial intelligence introduced new sources of opportunity but also increased the risk of financial market volatility, driven by the scale of investment and elevated valuations in the technology sector. These dynamics heightened uncertainty in capital markets and reinforced sensitivity to shifts in investor sentiment.
Despite these challenges, macroeconomic conditions in Europe showed gradual improvement, supported by resilient labour markets, contained inflation and a more accommodative monetary stance by the European Central Bank, contributing to a more predictable interest rate environment. Economic performance, however, remained uneven across regions and markets, reflecting differing recovery paths and structural conditions.
Within this context, Sonae continued to face exposure to geopolitical developments, trade policy shifts, and potential financial market volatility, while benefiting from the relative resilience of consumer demand in key European markets. The Group's diversified geographic presence and ongoing focus on adaptability and risk management remain central to mitigating the impact of adverse macroeconomic developments.
Competition
The main competition risks are the entrance of new competitors, mergers and acquisitions, the repositioning of current competitors or the actions they might take to reposition themselves to win new markets and gain market share (eg. promotional activity, new businesses and assets, innovation). The inability to be competitive in areas such as pricing, offering range, quality and service can have a negative impact on Sonae's financial results. In order to minimize this risk, Sonae constantly benchmarks competitor's actions and invests in improved or new formats, businesses and products/services in order to always offer its customers innovative proposals.
Customers
One of the fundamental risk factors is the possibility of changes in consumer behaviour, especially as a consequence of economic and social factors. Customers frequently change their expectations and preferences, which imply a continuous adaptation and optimization of business concepts and offers.
To anticipate consumer needs and market trends, Sonae companies analyse information about consumer behaviour regularly. The introduction of new products, concepts and technologies is always tested using pilot schemes before being rolled out. The Group also invests in the refurbishment of stores and of shopping centers and in launching IT services (including transactional sites) to ensure that they retain their attractiveness for customers and cope with the pace of technological innovation challenges.
Brand
Sonae and its subsidiaries hold a portfolio of high-value brands, considered one of the main assets driving the business strategy.
The risks associated with the brands mainly stem from potential negative impacts caused by extraordinaty events that could affect brand's image and reputation.
To mitigate these risks, Sonae regularly monitors the value and reputation of its brands through various channels.
This comprehensive analysis includes:
1. Real-time monitoring: Data tools analyse the sentiment of key brands across social media, traditional media, and customer feedback channels, providing early alerts of potential reputational risks.
3. Sentiment analysis: Specialised tools are used to capture the tone and to identify emerging trends in online conversations, enabling quick responses to potential risks.
4. Collaboration with experts: the Company works with market leaders to conduct studies on brand image, the competitive landscape, and consumer perceptions. These insights guide our strategy and highlight areas for improvement.
Sonae's commitment to quality and innovation has been recognised both nationally and internationally. The awards received by Sonae are not just a reflection of excellence but a key differentiator, enabling Sonae to deliver ourstanding experiences and achieve lasting competitive advantage.
Through proactive risk management practices and an ongoing commitment to quality and innovation, Sonae ensures the strength and relevance of its brands.
Tangible asset risks
In 2025, 17 physical and prevention audits were carried out within the scope of risk engineering (Loss Prevention) at the locations identified as top locations due to their high insured capital value. Top locations are reviewed periodically, taking into account the declared value and the level of exposure to catastrophic risks. The monitoring and risk assessment process continued following best market practices, focusing on the impacts of climate change.
People Safety risks
The safety and health of people are fundamental pillars of Sonae's management approach and of the sustainability of its operations. In 2025, the Occupational Health and Safety approach remained focused on prevention, on promoting safe and healthy working environments, and on the active involvement of employees in managing occupational risks.
Sonae is commited to a zero accident culture, integrating safety into daily operations and decision-making processes. This approach translates into the implementation of preventive measures and the systematic monitoring of safety indicators, fostering a culture of shared responsibility and continuous improvement.
The physical, mental and social wellbeing of employees has become increasingly important. In 2025, mental health was reinforced as a central dimension of occupational health and safety through initiatives that promote work-life balance, inclusion and the creation of safer, healthier and more sustainable working environment.
Business continuity management
As part of strengthening risk management and business continuity maturity, Sonae continued to develop and implement structured projects and programmes focused on preparedness for crisis and disaster scenarios and on incident response, through the definition, review and implementation of resilience, emergency, contigency, and business and information systems recovery plans.
Environmental risks
Sonae recognises the importance of managing environmental risks to ensure business sustainability and compliance with increasing regulatory requirements. Considering the impacts of its activities and its dependence on natural ecosystems across the value chain, the Company continuously strengthens its processes for identifying, assessing, and mitigating environmental risks, in line with the principles of double materiality.
The environmental risk management model follows a structured and integrated approach, aligned with the ESRS (European Sustainability Reporting Standards), both financial materiality and impact materiality and supporting a more effective response to challenges such as decarbonisation, natural resources scarcity, and biodiversity loss.
Sonae develops and implements robust environmental policies, with objectives and targets aligned with the best market standards and the applicable regulatory framework. These policies and targets are translated into specific plans that are implemented across the different businesses through a range of initiatives, including, in particular:
Acceleration of Decarbonisation: speeding up the installation of photoboltaic plants in operations and the expansion of the plug & charge netwrok (for charging electric and hybrid vehicles); refurbishments involving the installation of more efficient equipment; electrification of the fleet and the definition of procurement criteria aligned with these objectives;
Biodiversity and Water Stewardships: mapping all dependencies and risks across the different businesses in these areas and defining criteria for purchased raw materials (e.g. products sourcedfrom sustainably managed forests), in addition to implementing measures to reduce consumption (e.g. water) and developing conservation and nature preservation projects;
Circularity: active pursuit of services and solutions that promote product circularity (e.g. repair, takeback and reuse services), development of requirements to make packaging more circular, and numerous initiatives focused on waste reduction, among others.
Additionally, the Company's commitment to environmental management is also reflected in the environmental ceritication of its most significant assets, in line with the international standard NP EN ISO 14001:2015. This process, conducted by an independent certification body, ensures the continuous improvement in environmental performance and compliance with legal obligations.
All these initiatives are connected by a common ESG driven management approach, which aims to integrate these risks across different management processes, including strategic planning, procurement and supplier assessment; M&A; investment evaluation; governance; among others.
Project risks
The risks inherent to critical business processes and to the main change initiatives, namely the implementation of new processes and information systems change projects, were subject to assessment and monitoring within the scope of Risk Management and Internal Audit.
Insurable risks
Concerning the transfer of insurable risks, an optimisation objective was pursued, based on the appropriate financial structuring of the sums insured, in line with the dynamics and risk appetite of the covered businesses, as well as on strengthening the critical mass of the risks covered.
Sonae remains focused on ensuring the most appropriate coverage for each business, while complying with legal requirements and aligning with the different risk profiles and levels of risk retention capacity.
Information, personal data protection and cybersecurity risks
In compliance with the IIA'a (Institute of Internal Auditors) 3 Lines Model, Sonae has established that the Risk Management function incorporates the responsibilities of CISO (Chief Information Security Officer) and the DPO (Data Protection Officer), in the supervision of strategic risks.
The main functions of CISO which are carried out independently and autonomously, reporting hierarchically to Sonae's CFO, and functionally, to the BAFC, are the following:
Promote cybersecurity culture;
Define the cybersecurity's governance model, policies, standards and strategy;
Supervise the implementation of the security plan;
Develop cybersecurity intelligence activities;
Lead cybersecurity initiatives and processes across the Group;
Monitor key cybersecurity indicators;
Manage the cybersecurity training and awareness program;
Lead crisis response and support incident response;
Manage communication with national and international authorities and relevant forums.
The main functions of the DPO which are carried out independently and autonomously reporting hierarchically to Sonae's CFO and, functionally, to the BAFC, are the following:
Promote a culture of privacy;
Provide guidance related to the implementation of personal data processing measures, in accordance with applicable regulations and legislation and to demonstrate their effectiveness, particularly with regards to the identification of risks related to their processing, their assessment in terms of origin, nature, probability and severity, as well as the identification of best practices that allow their mitigation;
Monitor and control the level of compliance with the General Data Protection Regulation and other applicable legislation;
Monitor personal data breaches;
Point of contact with the Control Authority.
At Sonae, there is a set of guidelines, policies and procedures that have been defined and implemented to help ensure that adequate risk responses are carried out:
In 2025, cyber insecurity continued to be one of Sonae's priority risks to mitigate, reflected in the ongoing implementation of measures aimed at strengthening the maturity of existing controls and ensuring legal compliance.
Although the transposition of the NIS 2 Directive into Portuguese law will only take effect in 2026, this directive remained at the core of compliance activities, with continuous work to identify and implement security controls, consistently supported by close collaboration among Sonae companies.
Throughout 2025, Sonae actively contributed to the national transposition efforts of the directive through external forums such as the National CSIRT Network and the National Alliance for Cybersecurity. At the European level, Sonae maintained its leadership of EuroCommerce's Cybersecurity Task Force, promoting knowledge exchange in the adaptation to NIS2.
Sonae maintained its participation in several external forums, expanding its involvement to the World Economic Forum within the scope of the Centre for Cybersecurity, thereby strengthening its network of key information sources for identifying new threats and best practices.
Technologically, the different companies within the group continue to invest in their protection, detection, response, and recovery capabilities. Initiatives included improvements to Identity and Access Management tools; implementation of Zero Trust principles in connectivity access; expansion of asset visibility and, consequently, of security event monitoring capabilities; review of incident response processes; and recovery of critical systems.
Cybersecurity awareness and training continue to be critical topics for Sonae, with an expansion of the initiatives undertaken, without overlooking key strategic moments throughout the year, such as World Password Day and Cybersecurity Awareness Month. In addition to internal sessions targeted at employees, Group companies worked closely with inter-organizational working groups and national authorities to extend awareness-raising efforts to the general public (customers). In particular, collaboration with the National Cybersecurity Centre is highlighted in the awareness campaigns carried out during Cybersecurity Awareness Month.
In line with the evolution of the threats to which our employees are exposed, we have diversified the mechanisms used in our ethical phishing tests, incorporating the different authentication factors used across the organization.
With regard to security monitoring across the group's companies, the reporting metrics remain under continuous review to ensure alignment with leading best practices. Sonae's key external cybersecurity indicators remained stable, reflecting the maturity level of its security practices.
Financial risks
The Group is exposed to a variety of financial risks (detailed and analysed in the Notes to the Consolidated Financial Statements of Sonae) that may impact its equity value.
Synthetically, we can group such risks by their nature:
Interest Rate Risks;
Exchange Rate Risks;
Liquidity Risks;
Credit Risks;
Market Risks;
Commodity Price Risk
Equity Risks.
In abstract, a financial risk shall be understood as a possibility of obtaining different results from the ones expected, and with a material impact in the Group. Sonae seeks, as much as possible, to control this volatility in order to protect its equity value.
Considering the multiple nature of the several businesses of the Group there isn't a single policy for the management of these risks. There are generic principles that arise from the practices of good management, being, however, privileged an individual approach, well adapted to the characteristics of each business unit.
The Group's approach to financial risk management is conservative and prudent. Sonae does not assume any economically speculative positions, and therefore all operations carried out within the scope of financial risk management are solely for the purpose of controlling the risks to which the Group is already exposed to.
Due to the nature of its business, the Group is particularly active in covering the exchange rate risk that arises essentially from the international sourcing activity, through purchases denominated for the most part in USD. These transactions are generally carried out by the hiring of derivative financial instruments, with Sonae's relationship banks and with the objective of permitting stable sourcing negotiations and decision making, by fixing exchange rates. In the management of interest rate risk or commodity price risk, whenever hedges are contracted, the proceedings are the same. Some companies of the Group have their operation in countries operating a currency different from the Euro, being the risk, in any such cases, managed by the policies defined by each of the businesses.
A substantial part of the Group's resources is obtained from relationship banks and, occasionally from the capital markets and, accordingly, Sonae is, inevitably, exposed to its intrinsic volatility. In order to ensure that, at any moment, the Group has financial ability to honor its commitments, it follows financing policies that recommends that the Group's financing needs are refinanced for a forward-looking period of 18 months, plus predetermined prudential liquidity buffers, thus reducing the impact of a sudden disruption of the financial or capital markets, in the activity of the Group. Additionally, Sonae seeks to reduce liquidity risk, by negotiating contractual clauses that reduce the possibility of
counterparties to demand unilaterally the anticipated repayment of financing and by negotiating with a diversity of counterparties in order to reduce the impact that any specific events, in any bank or country, may have in the Group's ability to access funds at the intended amounts and conditions.
The Group is exposed to credit risk related to trade receivables from B2B customers. This risk is maintly limited to the Wholesale and Franchising activities of various businesses units, and although this risk is relatively small, in consolidated terms, the Company establishes policies suitable to the characteristics and nature of the different businesses, defining credit risk' limits, and using credit insurance, bank guarantees or stand-by letters of credit, among other similar instruments, to mitigate the risk. Additionally, the Group has created individualised credit committees per business with a multidisciplinary participation so that the risk of defaults by client is mitigated and monitored systematically and in a timely manner.
Regarding management of credit risk associated with financial instruments (financial investments and deposits in banks and other financial institutions or resulting from financial derivative instruments executed during the normal course of hedging operations) or loans to related entities, there are principles applicable to all the Sonae companies aiming at reducing the probability of violation of obligations, including, among others, the execution of operations with major counterparties that have national and international recognition and based on their credit rating, considering the nature, the maturity and the dimension of the operations.
The Group is exposed to share price risks arising from the strategic investments made in listed companies. The Group may use derivative instruments associated with its listed financial investments, and these risks are monitored on a recurring basis up to maturity.
The Group is exposed to risks associated with the fluctuation of commodity prices, such as energy and various raw materials incorporated into traded products. In this regard, Sonae closely monitors the evolution of these prices and their future outlook. To manage these risks, the Group may resort to derivative contracts or forward purchases, similar to those used to address foreign exchange and interest rate risks.
The objectives of capital structure management (defined as the proportion between equity and net debt) are to safeguard the Group's ability to ensure the continuity and development of its operating activities, at the same time maximising shareholder returns and optimising financing cost.
The financial risk management policy is determined by each Board of Directors of each company within the Group, with the support of the Corporate Finance and Corporate Treasury team, being the risks identified and monitored in each of the Financial and Treasury departments of the businesses. This ensures a consistent and aggregated approach to the various risks that, at the end, impact the Group.
Exposure to risks is also monitored by the Finance Committee, where a consolidated risk analysis is reviewed and reported on a monthly basis, and guidelines on risk management policies are analysed and reviewed regularly.
The implemented system ensures that, in each moment, appropriate policies to manage financial risks are adopted, to avoid that such risks impair the achievement of the strategic objectives of the Sonae Group.
Legal, tax and regulatory risks
Sonae and its businesses have the support of legal and tax departments permanently dedicated to the respective activities and under management's supervision and exercising their competencies in interaction with other functions and departments, in order to pre-emptively ensure the protection of Sonae's and its businesses interests in compliance with their legal obligations and best corporate governance practices.
The teams in these departments have specialised training and participate in in-house and external training courses to update their knowledge.
Legal and tax advice is also provided, nationally and internationally, by outsourced resources selected from firms with established reputation and which have the highest standards of competency, ethics and experience.
The Company's more relevant pending litigation is identified in the notes to Sonae's consolidated financial statements.
Sonae and its businesses are obliged to comply with national and international laws and regulations for each market in which they operate, aiming to ensure: consumer safety and protection, employees' rights, environmental protection and compliance with local and country planning regulations, compliance with sector regulations and the maintenance of open and competitive markets. Due to this fact, Sonae is naturally exposed to the risk of changes in law and regulations that may impact business as usual and consequently affect or impede the achievement of its strategic objectives.
The Sonae Group acts in constant collaboration with the authorities in order to comply with laws and regulations. Such collaboration takes in some cases the form of comments on public consultation launched by national or international authorities. Moreover, the growing international presence of Sonae's companies involves specific risks related to the different nature of local legal frameworks managed with the support of local specialised teams.
Human Resources risks
The year of 2025 unfolded in a demanding context for people management, marked by a competitive labor market and increased professional mobility. In Portugal, market dynamics continued to reflect challenges in attracting and retaining talent, particularly in accessing qualified profiles aligned with business needs, in a context of high demand for specialised skills.
The availability of qualified profiles, particularly for leadership roles and in areas such as technology, data and digital, remains a critical factor for the sustainability and execution of the strategy. At the same time, the evolution of employee expectations, namely regarding work-life balance, well-being and development conditions, places additional pressure on companies' value propositions and people management practices, in a context where salary pressure remains present.
To address this context, Sonae sought to balance its long-term strategies with measures adapted to current market conditions. Key initiatives include:
Updating salary benchmarks and benefits packages, in line with market trends and reinforcing competitiveness and internal equity;
Strengthnening employee well-being policies, with a focus on health and work-life balance;
The evolution of diversity, equity and inclusion practices, including the strengthening of public commitments, namely by adhering to the UN Standards of Conduct for Business on LGBTQIA+ inclusion and by signing the REDI Portugal commitment;
Update and strengthening of talent and leadership development processes, aligned with the Group's strategic needs;
Promotion of a cross organisational cultural evolution, grounded in the embodiment of Sonae's values and mission, in the strengthening of responsible leadership practices, and in the creation of increasingly inclusive, collaborative and people-development-oriented work environments.
Additionally, Sonae maitained its commitment to building and employability, continuing its reskilling and upskilling initiatives, recognizing their essential role in mitigating talent shortages and preparing the workforce for future challenges, in a context of continuous technological transformation.
Description of risk management processes: identification, assessment, monitoring, control and management
Risk Management is integrated into Sonae's entire planning process, as a structured approach that aligns strategy, processes, people, technologies and knowledge. Its goal is to identify, evaluate and manage uncertainties and threats that Sonae's business units face in the pursuit of their business objectives and value creation.
Sonae's management and monitoring of its main risks are achieved through different approaches, including:
As part of strategic planning, risks of the existing business portfolio, as well as those of new businesses and of relevant projects, are identified and evaluated, and strategies to manage those risks are defined;
At the operational level, business risks and planned actions to manage those risks are identified and evaluated, being included and monitored in the scope of business unit and functional areas;
For risks that cross business unit boundaries, such as large-scale organisational and transformational changes and contingency and business continuity plans, structural risk management programmes are developed involving all those responsible for the relevant units and functions;
As far as risks to tangible assets and people are concerned, audits are carried out at the main business units. Preventive and corrective actions are implemented for the risks identified. The financial coverage of insurable risks is reassessed on a regular basis;
Financial risk management is carried out and monitored as part of the activity of the Company and its businesses. The work is reported to, coordinated with, and reviewed by the Corporate Finance and Treasury Committee and the Board Audit and Finance Committee;
Management of legal risks is carried out and monitored by the legal and tax departments.
The risk management process is supported by a consistent and systematic methodology, based on international standards (Enterprise Wide Risk Management), including the following:
Defining and grouping risks (risk taxonomy, definition of a business risk matrix and a common language);
Systematically identifying the risks that can potentially affect the organisation (risk sources);
Evaluating the level of importance and managing the prioritisation of risks as a function of their impact on the objectives of the business, and the risk occurrence likelihood;
Identifying the causes for the most important risks;
Evaluating strategic risk management options (e.g. accept, avoid, treat, and transfer);
Developing and implementing a risk management action plan to be integrated into the management and planning procedures of Sonae's business units and functions;
Monitoring how risks evolve and report on progress made in the implementation of action plans.
Internal audit and risk management training and development
Within the scope of Internal Audit and Risk Management functions, Sonae views the continuous upskilling of its teams as a strategic pillar for creating sustainable value for the business. The development of technical and behavioural competences is regarded as a critical factor in enhancing decision-making quality, anticipating risks, identifying improvement opportunities, and supporting the organisation in achieving its strategic objectives.
With this purpose, the company actively promotes the attainment of certifications in key areas, such as internal audit, risk management, data protection, cybersecurity and food safety, ensuring that its professionals posses up-to-date knowledge aligned with international best practices. By the end of 2025, a total of 108 certifications were in place, reflecting the company's ongoing investment in technical excellence and in strengthening the credibility of its teams with the business.
Recognising that continuous learning is essential in a context of increasing complexity and transformation, the company has strengthened its training ecosystem through the Internal Audit Academy, complemented by the digital skills development program (Digital Auditor) and self-learning initiatives. In 2025, this invesment resulted in 2129 training hours, contributing to more agile, analytical teams focused on value creation.
In addition, in 2026 the company will intensify its focus on bulding team capabilities in emerging risks, fostering a proactive and preventive approach to risk management. Training iniciatives will be developed in areas such as artificial intelligence, ESG risks, new cybersecurity threats, and emerging regulatory frameworks, further strengthening organisational resilience and the ability to adapt to new challenges.
The company is proud to have a high number of professionals certified in internal audit and risk management in Portugal and will continue, in 2026, to invest consistently in training, development and international certification programmes. This commitment, aligned with global best practices, reinforces the teams expertise and competitiveness, as well as their effective contribution to the company's performance and long-term sustainability.
Actions to highlight in 2025
During 2025, Sonae continued the Enterprise Wide Risk Management exercise, coordinated by the Company's corporate risk management function, which ensured the alignment of risk management methodologies, practices and calendar across all Sonae companies.
Regarding project execution, we highlight:
The publication of a new report prepared in accordance with the European Sustainability Reporting Standards (ESRS) and aligned with the International Sustainability Standards Board (ISSB) standards, which incorporate and expand upon the recommendations previously established by the TCFD, with the aim of supporting the management of climate-related risks - namely transition risks associated with the shift to a low-carbon economy and physical risks - and providing investors with relevant financial information to enable informed decision-making regarding future investments;
The adaptation of procedures to ensure compliance with Portuguese Whistleblowing Regime (Law No. 93/2021 of 20th December) and the General Regime for the Prevention of Corruption (Decree-Law No. 109-E/2021 of 9th December);
AI ACT compliance project, whose objective is to characterize and assess the risks of all Artificial Intelligence initiatives, thus ensuring that all initiatives are used or developed in a safe, ethical and transparent manner.
Throughout the year, events were also held to share and exchange experiences in the field of Risk Management, of which we highlight the celebration of the 25thannivesary of Sonae's Internal Audit and Risk Management funcitons.
Description of the main features of Sonae's risk management and internal control systems in relation to the preparation and disclosure of financial information
The existence of an effective internal control environment, particularly with regard to financial reporting, is a commitment of the Sonae Board of Directors by way of identifying and improving the critical processes in terms of preparing and reporting financial information, keeping in mind the objectives of transparency, consistency, simplicity, reliability and materiality. The objective of the internal control system is to obtain reasonable assurance relating to the preparation of financial statements, complying with accounting principles and adopted policies, and warranting the quality of financial reporting.
The accuracy of financial information is assured by the clear segregation of duties between the teams who prepare the information and the final users, and the execution of several control procedures during the process of preparing and disclosing financial information.
The internal control system for the accounting department and the preparation of financial statements includes several key controls, namely:
The process of reporting financial information is documented, the risks and key controls are identified. The criteria used in the process of preparing and reporting financial information is established and periodically reviewed;
There are three types of control: High-level controls (entity level controls), information system controls and process controls. These include a group of procedures related to the execution, supervision, monitoring and improvement of processes, with the main objective of preparing the financial reporting of the Company;
Accounting principles adopted by the Group are disclosed in the notes to the financial statements and are fundamental bases for the internal control system;
The business plans and budgets, and procedures and records of Group companies allow a reasonable assurance that the transactions executed are properly approved by management, and accounted for in compliance with the adopted accounting principles, ensuring that the financial statements comply to the same principles. It also ensures that the Company maintains proper record of its assets with their existence reconciled with the accounting records and adopts appropriate measures whenever differences are detected;
Financial information is reviewed regularly, by the management of each business unit and by the persons in charge of the profit centres, ensuring continuous monitoring and related budget control;
During the process of preparing and reviewing financial information, detailed schedules are established and shared with the areas involved, and all documents are reviewed in detail, including the review of principles used, verifying the accuracy of the information and its consistence with principles and policies defined and followed in previous periods;
With regard to the separate entities, accounting records and financial statements are prepared by the administrative and accounting services, which warrant the recording of business processes transactions and of balances of assets, liabilities and equity captions. Financial statements are prepared by certified accountants of each company, and reviewed by the Planning and Control and Tax departments;
Consolidated financial statements are prepared on a quarterly basis by the administrative services of each sub-holding and holding company through the consolidation team. This process represents an additional control of the reliability of financial information, as regards the consistent application of the adopted accounting principles, cut-off procedures and control of related parties'transactions and balances;
The Management Report is prepared by the Investor Relations department and contributed to, and reviewed by, several business and support departments. The Corporate Governance Report is prepared by the Legal and Corporate Governance department with the contribution of several business and support teams;
The Group financial statements are prepared under the supervision of the Executive Committee. The documents that constitute Sonae Integrated Report, which comprises the Annual Accounts, are sent for review and approval by the Sonae Board of Directors. Once approved, the documents are sent to the External Auditor who issues the accounts legal certification and its report;
The process of preparing separate and consolidated financial information and the Management Report is also supervised by the Statutory Audit Board and by the Board Audit and Finance Committee of the Board of Directors. These bodies meet quarterly to review the individual and consolidated financial statements and the management report. The Statutory External Auditor presents the main conclusions of the work carried out regarding the yearly financial information, directly to the Statutory Audit Board and to the Board Audit and Finance Committee;
All the persons involved in the analysis of the company financial information are included in the list of persons with access to inside information, and are informed about the nature of their obligations, as well as of the possible sanctions resulting from the inappropriate use of such information;
Internal rules applicable to the disclosure of financial information aim to warrant that information is disclosed to the market in a timely manner, in order to prevent information asymmetry.
Among the risks that may materially affect the financial and accounting report, the following are worth highlighting:
Accounting estimates - major accounting estimates are described in the Appendix to the financial statements. Estimates are based on information available during the preparation of the financial statements and in the best knowledge and experience of past and present events;
Balances and transactions with related parties - balances and transactions with related parties are disclosed in the notes to the financial statements. These transactions are related mainly to the operational activities of the Group, and to granting and obtaining loans under arm's length conditions. As determined by the internal Policy on Related Party Transactions, the Statutory Audit Board receives, on a half-year basis, a report on all related parties transactions.
In the Appendix to the financial statements additional information is disclosed regarding the abovementioned risks among others, as well as how they were managed and mitigated.
Sonae continuously improves its internal control systems of financial risks, including:
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