S.G.P.S., S.A. informs on FY2025 Annual Report and Accounts – non-ESEF version

Annual Report 2025

This report is a translation of the Portuguese original version of the Sonaecom Group's official accountability document, submitted at the CMVM website and Sonaecom website on March 26th, 2026, in ESEF format. In case of discrepancies between this version and the official ESEF version, the latter prevails.

I MANAGEMENT REPORT

1. SONAECOM GROUP

   1. Group at a glance

   2. Corporate Developments in 2025

   3. Disclosure of Non-Financial Information and European Taxonomy

2. SONAECOM BUSINESS

   1. Consolidated Results 2025

   2. Bright Pixel 2025

   3. NOS Telecomunications 2025

   4. Media 2025

   5. Risk Management

3. CAPITAL MARKETS

   1. Equity Capital Markets in 2025

   2. Share price evolution during 2025

   3. Shareholding structure and own shares

4. SONAECOM INDIVIDUAL RESULTS

   1. Operational data

      1. Financial data

5. SUBSEQUENTS EVENTS

6. PROPOSAL FOR THE APPLICATION OF RESULTS

APPENDIX

Glossary

Statement of the Board of Directors Article 447 and Qualified Shareholdings

1. CORPORATE GOVERNANCE

   Part I - Shareholding Structure, Organisatiion and Corporate Governance Parte II - Assessment of Corporate Governance

   Appendix I Appendix II Appendix III

2. FINANCIAL STATEMENTS

3. STATUTORY AND AUDIT REPORT

4. REPORT AND OPINION OF THE STATUTORY AUDIT BOARD

1. Sonaecom Group

   1. Group at a glance

   2. Corporate Developments in 2025

   3. Disclosure of Non-Financial Information and European Taxonomy

      Annual Report 2024

      1

      
      
      

      1. Group at a glance

         Sonaecom is a sub-holding of the Sonae Group for the Technology, Media and Telecommunications areas, created in 1994 and first quoted on Euronext Lisbon in 2000. Its business portfolio includes the Software and Technology area, with Bright Pixel Capital the Online & Media area where there are businesses such as the "Público" daily, generalist newspaper which has been in print for over 35 years in Portugal, and the Telecommunications area, which owns an important stake in the NOS group (37.37%), which is the main asset in its portfolio.

         1. About Sonaecom Our Mission

            Sonaecom is an entrepreneurial growth company that chooses exceptional people to work

            and unlock their full potential.

            Sonaecom relentlessly pursues the creation of innovative products, services and solutions that fulfil the needs of its markets and generate superior economic value.

         2. Our values

      Lead for impact

      We turn ambition into action. This means we strive to have a meaningful impact today and tomorrow. We want to make a difference and have a sustainable impact that is long lasting.

      Own what's next

      We act as entrepreneurs first and foremost. This means we challenge the status quo and drive what's next.

      We explore new businesses and geographies with curiosity and the ambition of growing internationally. These are the ingredients that make us create a better tomorrow for all.

      Go further together

      We champion our diverse talent. We bring our skills, knowledge, and point of views to learn from one another and put it into action.

      We actively search for new opportunities to collaborate across businesses and teams and see it as each person's responsibility to find these synergies.

      Make things simple

      We move fast and keep things simple. This means we are continuously improving to be more efficient, adaptive, and nimble.

      We act quickly to add value but we strive for clarity to make the best decisions. Our strategies are based on facts, data or tests run on a controlled scale.

      Do what's right

      We commit to doing good business. This means we act independently and transparently to make the right choices.

      We are demanding and ambitious, but we clearly state that this ambition will never compromise our integrity and our values.

      1. Corporate Developments in 2025

         Shareholders' Annual General Meeting

         On 8 May 2025, Sonaecom's shareholders decided, at the company's Annual General Meeting, to approve all the proposals of the agenda, namely:

         1. Discuss and approve the Company's Annual Report, and the Individual and Consolidated Accounts for 2024;

         2. Decide on the proposed appropriation of the Net Results for year ended 31 December 2024;

         3. Assess the management and audit of the Company;

         4. Decide on the remuneration policy for the members of the Corporate Bodies, as well as on the shares attribution plan and respective regulation;

         5. Decide on the authorisation for the purchase and sale of own shares up to the limit of 10%;

         6. Decide on the authorisation for the purchase and/or for the holding of shares of the Company by affiliated companies, under the terms of Article 325.-B of Portuguese Companies Act.

         
         
         

         Changes in the portfolio

         During 2025, Bright Pixel continued to explore new opportunities to expand its active portfolio, which already includes more than 50 companies around the globe, through investments in more than a dozen of new companies (Encord, Ona, HiveMQ, Mesh Security, Tidal Cyber, Duel, Brij, Bria, FlowFuse and Second Nature) and follow-ons in some of its portfolio companies. At the same time, Bright Pixel executed the sale of Iriusrisk, Infinipoint and Visenze, alongside with some secondary partial sales. This activity resulted in net capital deployment of approximately 40 million euros.

      2. Disclosure of Non-Financial Information and European Taxonomy

      The non-financial information and the information about diversity at Sonaecom, as required by Decree Law n.89/2017, from July, 28th, which transposes the Directive n. 2014/95/UE from the European Parliament and of the Council, will be disclosed in the Sustainability Consolidated Report from Sonae Group, that proactively aligns its reporting practices with the CSRD and the European Sustainability Reporting Standards (ESRS).

      MANAGEMENT REPORT

2. SONAECOM BUSINESS

   1. Consolidated Results 2025

   2. Bright Pixel 2025

   3. NOS Telecommunications 2025

   4. Media 2025

   5. Risk Management

      Annual Report 2025

      7

      
      
      

      2.1. Consolidated Results 2025

      Key data

      €m	4Q24	4Q25	var.	2024	2025	var.
      Turnover	5.0	4.5	(10.1)%	18.2	17.1	(6.3)%
      EBITDA	16.6	23.7	43.0%	78.2	79.4	1.6%
      o.w. Equity method(1)	28.3	28.6	1.3%	98.4	91.9	(6.6)%
      o.w. Capital Gains / losses	(5.5)	(1.3)	76.6%	(5.5)	(1.4)	74.7%
      Direct Results	19.2	22.0	14.4%	86.0	83.5	(3.0)%
      Indirect Results(2)	(65.1)	(16.3)	75.0%	(68.3)	(31.8)	53.4%
      Net Income Group Share	(44.3)	6.2	-	17.3	51.6	197.7%
      Net Debt / (Cash)	(166.5)	(205.8)	(23.6)%	(166.5)	(205.8)	(23.6)%

      (1) Includes the 50% holding in Unipress, the 50% holding in SIRS and the 37.37% holding in NOS;

      (2) Includes equity method, and fair value adjustments related with NOS, ZAP, AVP funds and other minority stakes, net of taxes.

      Consolidated Turnover totalled €17.1m in 2025, representing a 6.3% decrease year-on-year, mainly reflecting the revenue declined recorded in the 2H25.

      EBITDA remained broadly stable at €79.4m, supported, when compared to 2024, by lower capital losses at Bright Pixel and the absence of extraordinary costs in Media.

      Equity method contributions decreased from €98.4m to €91.9m, reflecting the absence of extraordinary gains recorded in NOS' net income during 2025 - namely, the capital gain from the sale of a tower portfolio to Cellnex and proceeds from favorable legal rulings that were recorded in 2024.

      Direct Results remained solid at €83.5m in 2025 (vs. €86.0m in 2024), reflecting a lower contribution from NOS, which in 2024 benefited from extraordinary effects not repeated in 2025. In 4Q25, Direct Results increased to €22.0m (vs. €19.2m in 4Q24), as NOS' quarterly contribution was broadly in line year-on-year.

      Indirect Results amounted to €31.8m negative in 2025 (vs. €68.3m negative in 2024). While 2024 was significantly impacted by a goodwill impairment related to NOS assets, this favourable year-on-year variance was partially offset mainly by US dollar depreciation, which weighed on the valuation of Bright Pixel's assets.

      Net income group share reached €51.6m in 2025 (vs. €17.3m in 2024), primarily reflecting significantly lower negative indirect results year-on-year, while direct results were slightly below the prior year. In 4Q25, net income was €50.5m higher than in 4Q24, supported by positive contributions from both direct and indirect results.

      The net cash position stood at €205.8m at the end of 2025, €39.3m above YE24. This performance was driven essentially by (i) the €40.1m of net investments in Bright Pixel's portfolio (investments net of returns); (ii) the €77m of dividends received from NOS; (iii) the

      €8.6m dividend paid; and (iv) the positive operating cash-flow, financial activity and taxes amounting to €10.4m.

      Consolidated Balance Sheet

      €m	31.12.2024	31.12.2025
      Total Net Assets	1,366.2	1,398.3
      Non Current Assets	1,172.3	1,182.1
      Tangible and Intangible Assets and Rights of Use	5.6	4.8
      Goodwill	1.2	1.2
      Investments	1,140.9	1,154.3
      Deferred Tax Assets	12.9	11.4
      Others	11.7	10.5
      Current Assets	193.9	216.1
      Trade Receivables	3.8	3.3
      Liquidity	171.2	208.7
      Others	18.9	4.0
      Shareholders' Funds	1,318.3	1,358.2
      Group Share	1,301.9	1,341.7
      Non-Controlling Interests	16.4	16.4
      Total Liabilities	47.8	40.1
      Non Current Liabilities	35.6	25.4
      Provisions	1.0	0.2
      Others	34.6	25.1
      Current Liabilities	12.3	14.7
      Trade Payables	1.4	1.1
      Others	10.9	13.6
      Operating CAPEX (1)	1.9	2.9
      Operating CAPEX as % of Turnover	10.6%	16.9%
      Total CAPEX	28.3	70.4
      Underlying EBITDA - Operating CAPEX	(14.0)	(14.5)
      Gross Debt	4.7	2.9
      Net Debt	(166.5)	(205.8)

      1. Operating CAPEX excludes Financial Investments.

      Consolidated Income Statement

      €m	4Q24	4Q25	var.	2024	2025	var.
      Turnover	5.0	4.5	(10.1)%	18.2	17.1	(6.3)%
      EBITDA	16.6	23.7	43.0%	78.2	79.4	1.6%
      Underlying EBITDA (1)	(3.8)	(2.7)	29.5%	(12.1)	(11.6)	4.2%
      Non recurrent itens	(7.9)	(2.3)	71.4%	(8.2)	(0.9)	88.7%
      Equity method (2)	28.3	28.6	1.3%	98.4	91.9	(6.6)%
      Depreciation & Amortization	1.0	1.1	10.9%	2.4	2.4	2.3%
      EBIT	15.6	22.6	45.1%	75.8	77.0	1.6%
      Net Financial Results	2.0	0.7	(64.3)%	7.0	4.9	(30.2)%
      EBT	17.6	23.3	32.4%	82.8	81.9	(1.1)%
      Tax results	1.6	(1.3)	-	3.2	1.5	(54.8)%
      Direct Results	19.2	22.0	14.4%	86.0	83.5	(3.0)%
      Indirect Results(3)	(65.1)	(16.3)	75.0%	(68.3)	(31.8)	53.4%
      Net Income	(45.8)	5.7	-	17.7	51.6	191.8%
      Group Share	(44.3)	6.2	-	17.3	51.6	197.7%
      Attributable to Non-Controlling Interests	(1.5)	(0.4)	71.3%	0.3	(0.0)	-

      1. Includes the businesses fully consolidated by Sonaecom;

      2. Includes the 50% holding in Unipress, the 50% holding in SIRS and the 37.37% holding in NOS;

      3. Includes equity method and fair value adjustments related with ZAP, AVP funds and other minority stakes, net of taxes.

      Consolidated Free Cash Flow

      €m	4Q24	4Q25	var.	2024	2025	var.
      Underlying EBITDA-Operating CAPEX	(4.2)	(3.1)	25.9%	(14.0)	(14.5)	(3.2)%
      Change in WC & Others	2.6	0.1	-	(8.1)	18.5	-
      Operating Cash Flow	(1.6)	(3.0)	(83.0)%	(22.1)	4.1	-
      Investments	0.8	(0.9)	-	(3.2)	(40.1)	-
      Dividends and other reserves distribution	-	-	-	67.4	77.0	14.3%
      Financial results	2.1	1.0	(54.2)%	6.7	5.1	(23.9)%
      Income taxes	(1.1)	(0.4)	64.9%	1.6	1.2	(23.4)%
      FCF (1)	0.2	(3.3)	-	50.3	47.3	(6.0)%

      1. FCF Levered after Financial Expenses but before Capital Flows and Financing related up-front Costs.

      1. Bright Pixel 2025

         During 2025, Bright Pixel executed more than a dozen new investments, while generating proceeds representing over 40% of gross capital deployment, resulting in net capital deployment of approximately €40m. The Group continued to actively manage a diversified global portfolio of more than 50 companies across cybersecurity, retail technologies, infrastructure software and business applications.

         NAV and Cash Invested in the active portfolio stood at €318m and €247m, respectively, reflecting a potential cash-on-cash of 1.3x on the existing portfolio.

         Despite the significant net capital deployment during the year, NAV declined, primarily reflecting the adverse impact of US dollar depreciation, as well as fair value adjustments reflecting portfolio performance and market conditions.

         Portfolio information

         (Non exhaustive)

         CYBERSECURITY

         Arctic Wolf, a US based company, is a global pioneer in the SOC-as-a-Service market with cutting-edge managed detection and response (MDR), which provides a unique combination of technology and services for clients to quickly detect and contain threats. Bright Pixel, jointly with US technology investors Lightspeed Venture Partners and Redpoint, entered the company's cap table in 2017 in a series B round. Since then, the company closed a $45m series C round in 2018, a $60m series D round at the end of 2019, a $200m series E round in October 2020 funding at a valuation of $1.3bn and, in 2021, $150m, held by existing and new investors, at an underlying valuation of $4.3bn.

         Jscrambler is a Portuguese startup that develops a security solution to protect Web and Mobile Applications (Javascript code). In 2018, the company raised a $2.3m in a financing round that was led by Bright Pixel with the co-investment of Portugal Ventures. In 2021, the

         Cash Invested in the active portfolio (€m)

         189

         +30.8%

         247

         NAV (€m)

         -1.7%

         323 318

         Company raised €10m in a series A with the participation of Ace Capital Partners.

         Safebreach, pioneer in the Breach and Attack Simulation (BAS) market, is the world's most widely used continuous security validation platform. The patented platform automatically and safely executes thousands of attack methods to validate network, endpoint, cloud, container and email security controls against its Hacker's Playbook™, the world's largest collection of attack data broken down by methods, tactics and threat actors. SafeBreach raised $53.5m in series D funding, led by Bright Pixel and Israel Growth Partners (IGP), with additional participation from Sands Capital, Bank Leumi and ServiceNow.

         YE24 YE25

         YE24 YE25

         Hackuity, is a risk-based vulnerability management solution that empowers cybersecurity teams and leaders to comprehensively collect, prioritize, and remediate security weaknesses before they can be exploited by their adversaries. Hackuity raised a €12m funding round, led by Bright Pixel with the participation of previous investor Caisse des Dépôts.

         VanishID (former PicNic), is the creator of the industry's first automated enterprise-wide human attack surface management platform. Energy Impact Partners and Bright Pixel, with continued participation from existing investors Crosslink Capital and Rally Ventures, led the extension of its series A funding in 1Q23. In 2025, announced its rebrand from Picnic Corporation and a recent $10m investment led by Dell Technologies Capital and joined by Mark McLaughlin, former CEO and Chairman of Palo Alto Networks, with continued strong participation from Crosslink Capital, Rally Ventures, Energy Impact Partners, and Bright Pixel. LockStep Ventures also joined this funding round.

         Sekoia.io, is the European cybertech company that develops the Sekoia.io XDR (eXtended Detection & Response) platform for real-time detection of cyberattacks. The company has raised €35m, in 2023, in a series A financing round from Banque des Territoires, Bright Pixel and its historical investors Omnes Capital, Seventure and BNP Paribas Développement. In 2025, announced a €26m series B round led by Revaia, with participation from UNEXO and the support of its existing investors Bright Pixel Capital, Omnes Capital and Bpifrance.

         Vicarius is a SaaS platform that consolidates vulnerability discovery, prioritization, and remediation in a single solution. In 2023, the company raised a $30m series B led by Bright Pixel and participated by AllegisCyber Capital, AlleyCorp, and Strait.

         Tamnoon is the first and only human-AI managed service developed from the ground up specifically for cloud security remediation. In September 2024, raised $12m in a series A round led by Bright Pixel with participation by new investors Blu Ventures and Mindset Ventures as well as existing investors Merlin Ventures, Secret Chord Ventures, Inner Loop Capital, and Elron Ventures.

         Trustero is a Silicon Valley innovator in AI-powered Security and Compliance that help businesses that need to prove they follow cybersecurity and data protection standards. In 2024, closed a $10.35m series A funding round led by Bright Pixel, with participation from existing investors Engineering Capital, Zetta Ventures Partners, and Vertex Ventures US.

         Knostic is the world's first provider of need-to-know access controls for Generative AI. It helps businesses securely use AI tools by controlling who can access what information, preventing unauthorized data sharing. In 2024, raised a $11m round led by Bright Pixel with follow-on investments from new and previous investors such as Silicon Valley CISO Investments (SVCI), DNX Ventures, Seedcamp, and angel investors.

         Tidal is a Virgina-based cybersecurity provider pioneering Threat-Led Defense, that has raised $10m in series A financing round in 2025. The investment was led by Bright Pixel, with participation from existing Tidal Cyber investors, USAA, Sudra, Capital One, Veteran Ventures, Task Force X, and Ultratech.

         Mesh Security is a US based cybersecurity company developing an execution layer for Cybersecurity Mesh Architecture, enabling enterprises to orchestrate and automate security operations across complex environments. Bright Pixel invested in the company in 2025, participating in its US$12 million series A round as part of its continued focus on advanced cybersecurity solutions.

         RETAIL TECH

         InovRetail is a retail innovation company that provides data science solutions and digital tools that deliver quantifiable insights and actionable recommendations with direct and sustainable impact on retailer's key metrics. The company's main product is Seeplus, an Order Delivery System designed to maximise efficiency and boost customer satisfaction. It expertly handles orders from inception to delivery, optimising tracking and reducing delays to provide an unparalleled shopping experience.

         Ometria is a London based AI powered customer marketing platform with the vision to become the central hub that powers all the communication between retailers and their customers. This investment was done by Bright Pixel in the series A round, alongside several strategic investors (including Summit Action, the US VC fund of the Summit Series) and was reinforced during series B and C rounds.

         Nextail is a Spanish company that has developed a cloud-based platform that combines artificial intelligence and prescriptive analytics to upgrade retailers' inventory management processes and store operations. The company raised a $10m series A round led by London and Amsterdam based venture capital firm KEEN Venture Partners LLP ("KEEN"), together with Bright Pixel and existing investor Nauta Capital. The new financing was to be used to accelerate product development and double the size of the team, as it grows internationally.

         Sales Layer is a Spanish based company with a cloud-based Product Information Management (PIM) platform, helping brands and retailers to transform their catalogs into a digital, enriched and multichannel control center. Bright Pixel led its series A round and recently participated in its series B round.

         Sellforte, based in Helsinki, Finland, is a SaaS platform for Retailers, Brands and Telcos, which uses proprietary data science and AI to measure the effectiveness of online and offline marketing investments.

         Citcon, is a US-based leading mobile wallet payment provider with a fintech platform that enables seamless global commerce at scale by connecting the world's businesses with more than 100+ mobile wallets, local and alternative payment methods. Citcon raised

         $30m in series C financing led by Norwest Venture Partners and Cota Capital with the participation of Bright Pixel and Sierra Venture.

         Afresh, is a US-based leading AI-powered fresh food technology provider. Afresh's AI-powered solutions optimize critical functions in fresh food, including ordering, inventory, merchandising, and operations. Afresh significantly reduces food waste, improves its partners' profitability, and makes fresher, healthier food more accessible to all. Afresh announced a $115m series B funding round led by Spark Capital and with participation from Insight Partners, VMG Partners, and Bright Pixel.

         Chord, is a US based company with a Platform as a Service that offers commerce businesses technology and data products that help enhance their businesses by giving them cutting-edge headless commerce technology and access to meaningful first-party data. In 2022, Chord raised a $15m series A extension round, co-led by Bright Pixel and existing investor Eclipse and with new investors GC1 Ventures, TechNexus Venture Collaborative and Anti Fund VC joining existing investors Imaginary Ventures, Foundation Capital and White Star Capital as participants.

         Harmonya offers an AI-powered product data enrichment, categorization, and insights platform for retailers and brands. The company raised $20m series A round in 2023, led by Bright Pixel with the participation of existing investor Team8, as well as Arc Investors, J Ventures, Silicon Road Ventures, Allen & Company, LiveRamp Ventures, and Susa Ventures. Already in 2025, the company announced a strategic investment from Dunnhumby Ventures and its existing investors, Bright Pixel Capital and Team8.

         KeyChain is the AI-powered platform that helps brands and retailers quickly find the right manufacturers to produce their products. Bright Pixel invested $5m at the end of 2024, bringing the total company's funding to $38m with support from leading venture firms BoxGroup, Lightspeed Venture Partners, and SV Angel as well as other CPG giants General Mills, The Hershey Company, and Schreiber Foods. During 2025, the company raised a $30m series B round, in which Bright Pixel participated, and launched Keychain OS, an AI Operating System Set to Power the Future of CPG Manufacturing.

         Brij is the AI-powered platform that helps consumer brands redefine omnichannel enablement by unlocking and monetizing offline customer relationships. The company closed an $8m oversubscribed investment round led by Bright Pixel and CEAS Investments, with participation from Artemis Fund, Red Bike Capital, Lakehouse Ventures, and Forum Ventures, as well as strategic angels from leading consumer brands including Caraway, Brunt Workwear, and Feastables.

         Duel is the leading Brand Advocacy platform helping leading retail brands grow through their own fan and creator communities instead of traditional advertising. The company raised $16m in a series A round co-led by Bright Pixel and Molten Ventures, alongside existing investor Peter Bauer, founder of Mimecast.

         INFRASTRUCTURE SOFTWARE

         Portainer.io, based in New Zealand, is one of the most popular container management platforms globally. Portainer's universal tool unleashes the power of containerized applications for everyone.

         Codacy, is a PT-based automated code review and engineering productivity tool. It provides intelligence for software engineering teams to reach their full potential. Codacy raised a $15m series B funding round led by Bright Pixel, also backed by existing investors Armilar Venture Partners, EQT Ventures, Join Capital, Caixa Capital, Faber Ventures and Iberis Capital.

         Jentis, is an Austrian scale-up specializing in advanced server-side web tracking and data protection technologies. Its Data Capture Platform is an all-in-one tracking solution that provides businesses enhanced data quality and data sovereignty while enabling compliance with GDPR and other global data protection regulations. Bright Pixel led a

         €11m in a series A funding round raised in 2023. This round was also participated by the new co-investor 3TS Capital Partners, and by the existing investor Pragmatech Ventures.

         FlowFuse is a leading company in the industrial digitalisation movement, empowering businesses to modernize operations through low-code automation and scalable IoT solutions. The company closed in 2025 a $7.2m investment round led by Senovo, with participation from Bright Pixel, Uncorrelated, Westwave, and Open Core Ventures.

         HiveMQ is a German enterprise-grade platform that enables secure, real-time data movement across millions of IoT devices. In 2025, Bright Pixel participated in a €25m funding round.

         ONA is a US-based technology platform that serves as "mission control" for software development, combining secure cloud development environments with AI-powered engineering agents. In 2025, Bright Pixel co-led a $15m funding round.

         Encord is an AI-native data infrastructure company that enables teams to manage, curate and annotate complex multimodal data - including video, audio, images and sensor data

         - which is critical for production-grade physical AI systems powering robots, autonomous vehicles and other real-world applications. In 2025, Bright Pixel participated in Encord's US

         $60 million series C funding round alongside Wellington Management and other existing investors, reinforcing its strategic exposure to infrastructure that supports the rapid scaling of AI development.

         BUSINESS APPLICATIONS

         Infraspeak the leading European and South American Intelligent Maintenance Management Platform (IMMP), headquartered in Portugal, has secured a series A extension round of €7.5m, led by Bright Pixel in 2023.

         Bria is a leading visual generative AI platform-as-a-service (PaaS) empowering enterprises to create scalable and compliant visual content. In 2025, Bright Pixel invested in an extension of Bria's $40m series B funding round, led by Red Dot Capital with participation from Maor Investment, Entrée Capital, GFT Ventures, Intel Capital, and In-Venture.

         Second Nature is an AI-powered sales training platform that enables large enterprises to train and coach their sales teams through real-time AI-driven coaching and interactive role-play simulations. In 2025, Bright Pixel co-led a $22m series B round alongside Sienna Ventures, with participation from StageOne Ventures, Cardumen, Signals VC and Zoom Communications Inc.

         EMERGING TECH & OTHERS

         Didimo, a leading creator of high-fidelity digital humans with 3D technology. Didimo enables anyone to quickly and easily create lifelike digital models that businesses and individuals can use to interact and to provide or enjoy services online. In 2020, Didimo announced €1m in funding from new investors led by Armilar Venture Partners along with Bright Pixel and PME Investimentos in cooperation with the 200M Co-Investment Fund. In August 2022, Didimo raised $7.1m in series A funding led by Armilar Venture Partners, with the participation of Bright Pixel, Portugal Ventures and Techstars.

         Armilar Venture Funds are the 3 Venture Capital funds in which Bright Pixel owns participation units acquired to Novo Banco. With this transaction, concluded in December 2016, Bright Pixel reinforced its portfolio with sizeable stakes in leading edge companies such as Outsystems and Feedzai, both consistently presenting meaningful and sustainable levels of growth.

      2. NOS Telecommunications 2025

         NOS reported its 4Q/FY25 results to the market on March 3rd.

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

         In 2025, turnover increased by 1.6% to €1.8bn, while EBITDA rose by 4.3% to €814m, leading to a margin improvement of 1.2pp to 44.6%. Net income decreased by €26m to

         €246m, reflecting the lower volume of positive one-off effects recognized vs 2024, amounting to more than €80m. Excluding these non-recurring impacts, net income increased by €28m year-on-year.

         In Sonaecom's consolidated accounts, NOS's contribution under the equity method amounted to €91.9m in 2025 (€28.6m in 4Q).

         Further details are available on the company's website here.

         Operating Revenues (€m)

         1,795 1,823

         +1.6%

         2024R 2025

         EBITDA (€m, %)

         43.5%

780 814

+4.3%

2024R 2025

2.5 Risk Management

Risk Management is one of the components of Sonaecom's culture and a pillar of Corporate Governance. Sonaecom's activity is exposed to a variety of risks, namely:

Economic Risks

Sonaecom is exposed to the economic environment in Portugal, although, due to the increasing pace of the internationalization of the Software and Technology area, this exposure is more and more mitigated.

In the scope of economic risks, we can highlight the need for constant technological innovation, the risk of competition, the risk of specialization in the scope of Portfolio Management, the risk of business interruption and catastrophic losses, the risk of security of information and the risk of talent retention.

Note: 2024 figures were restated to comparability with the 2025 data, reflecting the effects of the acquisition of Claranet Portugal from April 2025 onwards.

Público is a leading Portuguese-language news organisation, pursuing a digital-first strategy that combines high editorial standards with a strong and innovative digital presence. The publication continues to reinforce its leadership in the Portuguese daily newspaper market, particularly in digital subscriptions, and was recently recognised with the European Newspaper Award, being named European Newspaper of the Year.

In 2025, growth in subscription revenues was offset by a decline in advertising revenues, resulting in a slightly lower revenue level compared to 2024. Despite this, profitability improved year-on-year, reflecting continued cost discipline and the increasing weight of recurring subscription revenues.

A more detailed description of these risks and the instruments used for their coverage is included in the Corporate Governance Report.

Financial Risks

The Company's activity is exposed to a variety of financial risks such as market risk, interest rate risk, currency risk, liquidity risk and credit risk, arising from the characteristic uncertainty of the financial markets, which is reflected in the ability to forecast cash flows and profitability.

The financial risk management policy of the Company, underlying a perspective of continuity of long term operations seeks to minimize potential adverse effects arising from that uncertainty, using, whenever possible and advisable, derivative hedging instruments.

1. CAPITAL MARKETS

   1. Equity Capital Markets in 2025

   2. Share price evolution during 2025

   3. Shareholding structure and own shares

      Annual Report 2025

      15

      
      
      

      1. Equity Capital Markets in 2025

         Sonaecom shares have been listed on the Portuguese Stock Exchange - Euronext Lisbon - since June 2000, with the symbol SNC. The table below lists the main statistics relating to Sonaecom's 2025 stock performance.

         Sonaecom shares on the stock market during 2025

         Stock market Euronext Lisbon

         Ticker SNC

         ISIN PTSNC0AM0006

         Bloomberg code SNC PL Equity

         Reuters code SNC.LS

         Number of shares outstanding 311,340,037

         Share capital 230,391,627

         Stock price as of last day December (euros) 2.800

         Stock price - High (euros) 3.260

         Stock price - Low (euros) 2.160

         Average daily volume - 2024 (# shares) 4,551

         Average daily volume - 2023 (# shares) 3,169

         Market capitalisation as of last day December (euros) 871,752,104

         Market Performance

         SONAECOM

         PSI20

         150.0%

         140.0%

         130.0%

         120.0%

         110.0%

         100.0%

         90.0%

         80.0%

         70.0%

         60.0%

         dez/25

         out/25

         nov/25

         ago/25

         set/25

         mai/25 jun/25

         jul/25

         mar/25

         abr/25

         jan/25 fev/25

         dez/24

         50.0%

         Chart 1 - Sonaecom's performance vs PSI 20 and DJ Euro Stoxx Telecoms in 2025

         At the end of 2025, Sonaecom's shares reached a market price of 2.800 euros per share, 23.9% above the closing price of 2.260 euros per share at 31 de December 2024. The share price reached a maximum of 3.260 euros per share, at 10 September 2025, and a minimum of 2.160 euros per share, at 15 and 17 January 2025.

         As far as the Portuguese market is concerned, PSI-20, the principal local stock index, ended 2025 at 8,263.65 points, which reflects a positive variation pf 29.6% versus year-end 2024. Euro Stoxx Telecommunications index ended 2025 at 256.08 representing an increase of 12% versus 2024.

         Sonaecom's market capitalisation stood at approximately 872 million euros at the end of 2025. The average daily trading volume reached approximately 4,551 shares, a 43.6% increase compared to 2024 (more 1,382 shares).

      2. Share price evolution during 2025

         Sonaecom's share performance

         In 2025, Sonaecom's market share price increased 23.9%, compared to 2024.

         Sonaecom shares would have been influenced by various milestones during the year, as follows:

         1. 10 March 2025 Sonaecom full-year 2024 consolidated results released;

         2. 8 May 2025: Shareholders' Annual General Meeting held with release of information on approved decisions;

         3. 8 May 2025: Information about the payment of the dividends for 2023;

         4. 14 May 2025: Sonaecom first quarter 2025 consolidated results released;

         5. 25 July 2025: Sonaecom first-half 2025 consolidated results released;

         6. 15 September 2025: Information about gender equality plan;

         7. 3 November 2025: Sonaecom first nine months 2025 consolidated results released;

      3.3. Shareholding structure and own shares

      In accordance with the Portuguese Securities Code, shareholdings amounting to or exceeding the thresholds of 5%, 10%, 15%, 20%, 25%, 33.33%, 50%, 66.67% and 90% of the total share capital must be reported to the Portuguese Securities Market Commission and disclosed to the capital market. Reporting is also required if the shareholdings fall below the same percentages.

      Simplified Sonaecom shareholding structure

      Shareholder Number of shares held % Shareholding as at 31 Dec. 2025

      Sonae - SGPS, S.A. 276,585,527 88.84%

      Own shares 5,571,014 1.79%

      Other 29,183,496 9.37%

      Sonae - SGPS, S.A. (Sonae) is Sonaecom's largest shareholder, owning an 88.84% stake in Sonaecom (direct and indirect), equivalent to 90.46% of the voting rights. Sonae is a Portuguese multinational retail company, market leader in Portugal in food and specialised retail formats, with two core partnerships: shopping centres and telecoms. At 31 December 2023, the free float stood at approximately 9.37%. The free float is the percentage of shares not held or controlled by shareholders with qualified holdings and excluding own shares.

      MANAGEMENT REPORT

2. SONAECOM INDIVIDUAL RESULTS

   1. Operational data

   2. Financial data

      Annual Report 2025

      .

      18

      
      
      
      1. Operational Data

         Sonaecom SGPS's individual results for the years ended 31 December 2025 and 2024 are summarised as follows:

         Million euros	2024	2025	Difference	%
         Operating Costs (1)	1.8	1.6	(0.1)	(7)%
         EBITDA	(1.7)	0.1	1.8	104%
         EBIT	(1.7)	0.0	1.7	103%
         Dividends Received	67.4	77.0	9.6	14%
         Net Financial Activity	5.7	4.5	(1.2)	(20)%
         Other Financial Results	(47.4)	11.5	58.9	124%
         EBT	24.0	93.1	69.1	288%
         Net Income	23.6	92.5	68.9	292%
         (1) Excludes Amortization, Depreciation and Provisions

         On 31 December 2025 and 2024, the headcount of Sonaecom SGPS included three remunerated directors.

         Total operational costs

         Total operating costs (excluding depreciation, amortisation charges and provisions) amounted to 1.6 million euros, representing a 7% decrease vs 2024.

         EBITDA

         EBITDA was positive by 0.1 million euros, which compares with a negative value of 1.8 million euros in 2024 , due to the recognition of an operational income in the amount of 1.7 million euros mainly related to the favorable conclusion of one of Sonaecom's tax processes paid under the Special Regime for Regularization of Debts to Tax and Social Security (RERD - (Dec. Law 248-A of 2002 and Decree-Law no. 151- A/2013).

         Dividends received

         In 2025, Sonaecom SGPS recorded a dividend distribution from NOS SGPS, S.A., in the amount of 77.0 million euros, representing an increase of 14% when compared to 2024.

         Net financial activity

         The net financial activity (interest income less interest expenses) was positive by 4.5 million euros, which compares with 5.7 million euros in 2024.

         Other financial results

         In 2025, other financial results were positive by 11.5 million euros mainly due to the 14 million euros impairment reversal at NOS, partially offset by impairments recorded in the financial investment at Publico. In 2024, the negative amount of 47.4 million euros was mainly due the impairments recorded at NOS and Publico.

         Net income

         Net results for the year were positive by 92.5 million euros, significantly higher than previous year, mainly driven by the positive evolution of Other Financial Results and the higher amount of dividends received from NOS, SGPS, SA.

         The amount of 22.189 euros is already reflected in the net income and is planned for a part of the short term variable bonus of executive directors, as a distribution of profit, pursuant to art. 33 n.2 of the Articles of Association as proposed by the Remunerations Committee, which is responsible for the implementation of these remuneration policy approved at the General Meeting held on May 8th, 2025.

      2. Financial data

      Changes in Sonaecom SGPS Liquidity Million euros

      The following table summarises the major cash movements during the year ended at 31 December 2025:

      Sonaecom SGPS stand-alone liquidity as at 31 December 2024 137.1

      Cash and Bank 1.0

      Bank Subsidiaries	136 -
      Changes in Nominal Gross Debt	−
      External Debt	-
      Treasury applications from subsidiaries	-
      Shareholder Loans and Supplementary capital granted	(41.8)
      Dividend paid	(8.6)
      Free Cash Flow	91.4
      Interest paid	-
      Interest received	5.5
      Dividends and other reserves distribution	77.0
      Investments	(4.0)
      Operational Free Cash Flow and others	12.9
      Liquidity on 31 December 2025	178.2
      Cash and Bank Deposits	28.2
      Treasury applications	150.0
      Bank	150.0
      Subsidiaries	-

      Treasury Applications 136.1

      During the year 2025, Sonaecom's stand-alone liquidity increased 41.1 million euros to

      178.2 million euros due to the following movements:

      1. Supplementary capital placed in subsidiaries increased by 41.8 million euros;

      2. Dividends received in the amount of €77.0 million euros from NOS, SGPS, S.A.;

      3. Dividend payment of 8.6 million euros;

      4. Loss coverage of 4.0 million euros at Público;

      5. Interests received in the amount of 5.5 million euros; and

      6. Positive FCF of 12.9 million euros.

      MANAGEMENT REPORT

3. SUBSEQUENTS EVENTS

   
   
   

   1. Subsequent Events

      After 31 December 2025 and up to this date, no significant events have occurred that need to be disclosed.

      MANAGEMENT REPORT

4. PROPOSAL FOR THE APPLICATION OF RESULTS

Annual Report 2025

23

1. Proposal for the application of results

   The Board of Directors proposes that the net profit in the Individual accounts, in the amount of 92,483,503.08 euros be transferred as follows:

   1. 4,624,175.15 euros to legal reserves;

   2. 25,841,223.07 euros is distributed to shareholders; and

   3. 62,018,104.86 euros to "Other Reserves".

      Since it is not possible to determine precisely the number of treasury shares that will be held by the company on the date of the above-mentioned payments without limiting the company's capacity for intervention, we highlight the following:

      1. Each share issued will be paid a gross dividend of 0.083 euros; and

      2. The amount corresponding to the shares that belong to the Company itself on the day of the payment of the above-mentioned amount (calculated on said unit amount of 0.083 euros per issued share) will not be paid to shareholders but will instead be maintained in Other Reserves.

Annual Report 2025

APPENDIX

EBITDA Underlying EBITDA + Equity Method results + non recurrent items (when applicable)

Underlying EBITDA Operating Results excluding Amortizations and

Depreciations

EBIT Direct EBT deducted from financial result or EBITDA deducted from Depreciations and Amortizations

EBT Direct Result before minority results and taxes

Indirect Results Fair Value adjustments related to minority stakes

recorded at Fair Value through profit and loss and equity method results related to Armilar Venture Funds, both net of tax impacts. Also includes impacts related to ZAP valuation.

CAPEX Gross Investments in tangible and intangible assets and investments in acquisitions

Operating CAPEX CAPEX excluding Financial Investments

Free Cash Flow (FCF) EBITDA - CAPEX - change in working capital - financial

results - taxes

Gross Debt Bonds + bank loans + other loans + shareholder loans + financial leases

Net Debt Bonds + bank loans + other loans + shareholder loans + financial leases - cash, bank deposits, current investments and other long term financial applications

Statement of the Board of Directors

Statement under the terms of Article 29-G Paragraph 1, c) of the Portuguese Securities Code

The signatories individually declare that, to their knowledge, the Management Report, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared meeting the standards of the applicable International Financial Reporting Standards, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of the issuer and that the Management Report faithfully describes the business evolution and position of the issuer and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.

The Board of Directors

Ângelo Gabriel Ribeirinho dos Santos Paupério Maria Cláudia Teixeira de Azevedo

João Pedro Magalhães da Silva Torres Dolores Eduardo Humberto dos Santos Piedade Cristina Maria de Araújo Freitas Novais

Article 447 and Qualified Shareholdings

- Article 447 Board of Directors

Additions

Reductions

Position at 31.12.2025

Balance at 31 December 2025

a) Includes shares held indirectly.

Management

Additions

Reductions

Position at 31.12.2025

Balance at 31 December 2025

Qualified Shareholding

(1) Sonaecom SGPS, S.A. is a company indirectly controlled by Efanor Investimentos SGPS, S.A. ('Efanor'), as Efanor indirectly controls Sonae SGPS, S.A. and Sontel BV. With effects as from 29th November 2017, Efanor ceased to have a controlling shareholder, under the terms of articles 20º and 21º of the Portuguese Securities Code.

* 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

II - CORPORATE GOVERNANCE

Part I - Shareholding Structure, Organisation and Corporate Governance

1. Shareholding Structure I - Share capital structure

   1. Share capital structure

      The share capital of Sonaecom - SGPS, S.A. (hereinafter "Sonaecom" or the "Company") is 230,391,627.38 euros, fully subscribed and paid up and is divided into 311,340,037 registered ordinary shares with a nominal value of 0.74 Euro each.

      All shares representing the share capital of Sonaecom are traded in the Euronext Lisbon regulated market.

   2. Restrictions on share transferability and ownership

      There are no restrictions on the transferability or ownership of Sonaecom shares.

   3. Treasury shares

      At 31 December 2025, Sonaecom held 5,571,014 treasury shares, representing 1.789% of its share capital.

   4. Impact of the change of Sonaecom's shareholder control on significant agreements

      There are no agreements entered into by Sonaecom that include clauses intended to constitute defensive measures against change of its shareholding control or which would terminate in case of change of control of the Company after a takeover bid.

      The majority of Sonaecom's share capital is attributable to one sole shareholder.

   5. System to which the renewal or removal of defensive measures are subject, in particular those which establish the limitation of the number of votes that can be cast or exercised by a single shareholder individually or in agreement with other shareholders

      There are no defensive measures in place.

   6. Shareholders' agreements

      Sonaecom is not aware of any shareholders' agreements concerning the Company.

      II - Shareholdings and holdings of bonds

   7. Qualified shareholdings

      Shareholder Number of shares	% of Share capital	% Share capital and voting rights*	% of exercisable voting rights**
      Efanor Investimentos, SGPS, S.E. (1) 276,585,527	88.84%	88.84%	90.46%
      Sontel BV (company controlled by Sonae, SGPS, S.A.) 194,063,119	62.33%	62.33%	63.47%
      Sonae - SGPS, S.A. (company controlled 82,522,408	26.51%	26.51%	26.99%

      According to the notifications received by the Company concerning Articles 16.º and 29.º-H of the Portuguese Securities Code (CVM), the qualified shareholdings representing, at least, 5% of the share capital of Sonaecom, indicating the number of shares held and the percentage of voting rights calculated in accordance with article 20 of the Portuguese Securities Code, as of 31 December 2025, are described below:

      by Efanor, SGPS, S.E.)

      (1) Sonaecom SGPS, S.A. is a company indirectly controlled by Efanor Investimentos SGPS, S.E. ("Efanor"), as Efanor indirectly controls Sonae SGPS, S.A. and Sontel BV. With effects as from 29th November 2017, Efanor ceased to have a controlling shareholder, under the terms of articles 20º and 21º of the Portuguese Securities Code.

      * 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.

      This matter is also addressed in the Management Report.

      The updated information regarding qualified shareholdings is available on https://sonaecom.pt/investidores/informacao-sobre-accao/estrutura-acionista/?lang=en.

   8. Number of shares and bonds held by the members of the management and supervisory bodies, submitted pursuant to art. 447 paragraph 5 of the Portuguese Companies Code

      The information can be found in the Appendix to the Management Report.

   9. Powers of the Board of Directors regarding share capital increases

      The Board of Directors does not have powers to deliberate on this matter. This is an exclusive competence of the Shareholders' General Meeting.

   10. Business relationships between the owners of qualified shareholdings and the Company

       No significant business relationships exist between the holders of qualified shareholdings and the Company.

2. Statutory Governing Bodies and Committees

I - Shareholders' General Meeting

The Shareholders' General Meetings are directed by a Board elected by the shareholders for a four-year mandate, which begins and ends within the same calendar term as the other statutory governing bodies.

1. Composition of the Board of the Shareholders' General Meeting

   1. Identification and roles of the members of the Shareholders' General Meeting Board and respective mandate

      The members of the Board of the Shareholders' General Meeting throughout the reference year were:

      Manuel Eugénio Pimentel Cavaleiro Brandão Chairman Maria da Conceição Henriques Fernandes Cabaços Secretary

      All the resources necessary for the performance of its duties are provided to the Board of the Shareholders' General Meeting, notably through the Secretary of the Company.

2. Exercise of Voting Rights

1. Possible restrictions on voting rights

   The Company's Articles of Association do not provide for any restriction in terms of voting rights. The Company's share capital is fully represented by a single category of shares and one vote corresponds to each share.

   Pursuant to the law and the Company's Articles of Association, shareholders with voting rights have the right to participate, discuss and vote at the Shareholders' General Meeting if, on the registration day (which is considered to be at 00:00 GMT of the fifth trading day before the meeting), they own shares which grant them, at least, one vote. Shareholders shall also comply with the legal formalities as described in the corresponding notice of the meeting.

   The right to vote by proxy and how such right may be exercised are also provided for in the notice for each General Meeting, pursuant to the law and Articles of Association.

   Notwithstanding the need to prove the shareholding capacity, shareholders can vote by post regarding all matters under appreciation at the General Meeting. Each General Meeting notice shall contain adequate information about postal voting.

   The Company also has an electronic voting system in place (in the form of voting through electronic means) which allows shareholders unlimited access to exercise their voting

   rights. Shareholders are advised how to vote electronically in the General Meeting notice, and, for this purpose, the Company makes available a form for the request of the technical elements necessary for its exercise.

2. 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 is no statutory limitation on exercising voting rights.

3. Shareholder decisions which, due to the Articles of Association, may only be taken with a qualified majority

   As per the Company's Articles of Association, any decisions made by the Shareholders' General Meeting shall be taken by simple majority, unless otherwise required by law.

   Under the terms of the Articles of Association, the General Meeting may only validly resolve on first call if shareholders holding more than fifty per cent (50%) of the share capital are present or duly represented.

   On second call, the Shareholders' General Meeting may deliberate regardless of the number of shareholders present or represented and of the percentage of the share capital held.

   The rules regarding the deliberative quorum of the Shareholders' General Meeting comply with the Portuguese Companies Act.

   II - Management

   1. Composition

4. Identification of the adopted governance model

   The Company has adopted a monist governance model, whose management structure is committed to the Board of Directors.

   The Board of Directors is the body in charge of managing the Company's business, performing all the administration functions pertaining to the corporate purpose, monitoring risks, pursuing the organisation's objectives and setting out the Company's strategy.

   The supervisory structure includes a Statutory Audit Board and a Statutory External Auditor.

   The Board of Directors considers the governance model that was adopted by the Company to be suitable for the proper fulfilment of the duties of each of the corporate bodies, ensuring both their independence and interface in a balanced manner.

5. Statutory regulations on procedural and material requirements applicable to the appointment and replacement of the members of the Board of Directors

   The members of the Board of Directors are appointed in accordance with the provisions established by the law and the Articles of Association, in the terms specified in the proposal approved in the Shareholders' General Meeting.

   The Articles of Association establish that, should shareholders representing at least 10% of the share capital vote against the winning proposal for the election of the directors, a director will be elected by the shareholders in said minority, in the same meeting, and the director elected shall automatically replace the person with the lowest number of votes in the winning list, or, in case of an equal number of votes, the person in the last position in the list. The same shareholder may not nominate more than one candidate.

   Should candidates be nominated by more than one group of shareholders, the vote shall concern those candidates as a whole. These regulations shall not apply to the election of a substitute director.

   It is also statutorily established that in case of death, resignation, or any temporary or definitive incapacity of any director (other than a director elected under the minority rule), the Board of Directors shall replace that director through co-option. This appointment shall be subject to ratification by the shareholders in the following Shareholders' General Meeting.

   However, the definitive absence, for any reason, of a director appointed under the aforementioned special rules shall lead to a new election by the Shareholders' General Meeting.

   The Board of Directors shall appoint its Chairman.

   Recognizing the benefits of diversity within its board of directors and audit board as pillar of good governance, the Company adopted a Diversity Policy for the management and supervisory bodies.

   With such policy, the Company seeks a significant and differentiated representation of gender, origins, qualifications and professional experience, as a way to ensure its alignment with the stakeholders' interests and to achieve an enhanced balance in its composition. Such policy takes into account not only the nature and complexity of the activities carried out by the Company, but also the context in which it operates.

   In this sense, the Company undertakes to develop all efforts to ensure that, in the selection of the members of these corporate bodies, there are imperative criteria to ensure that they meet the greatest possible width and diversity of knowledge, skills, experience and values. These criteria focus mainly on: i) gender diversity; ii) the professional qualification alongside with the necessary renewal of the composition of the governing bodies, in order to ensure a compatibility between seniority and the diversification of career paths, avoiding

   group thinking; iii) the plurality of knowledge and iv) not considering age as an obstacle and without a restrictive view on the limits of such age, in particular regarding the following:

   1. Gender: gender diversity aims to promote the existence of different perspectives and styles, bringing innovation and creativity to the respective body;

   2. Professional experience: the coexistence of professional and diversified backgrounds provides appropriate know-how to the Company's activities and to the defined strategy, namely in the following areas: financial, accounting, legal, corporate governance, securities / derivatives market, retail, industry, investor relations, banking, corporate social responsibility, risk management, auditing, procurement and asset management, marketing, environment and sustainability;

   3. Qualifications: a balanced diversity of professional qualifications enables the Company to have the skills necessary to carry out its activities and the defined strategy, taking into account their complexity. The inclusion of different areas such as engineering, economics, management, law and other areas, promotes the diversity of technical knowledge, which will allow a better understanding of the issues, risks and opportunities inherent to the activity of the Company; and

   4. Age: the Company does not have a restrictive view of the age limits for the exercise of managing or supervisory functions. The Company trusts that age diversity will allow to combine the experience of older members with the perspective of younger ones, which may result in a more innovative, agile and thoughtful decision-making process.

      The Company is committed to implementing and monitoring the alignment of this policy with the most advanced corporate governance standards and to reviewing it with adequate frequency (always with reasonable notice prior to each elective general meeting), also taking into account rules and principles of non-discrimination, particularly those related to ethnic origin, race, disability or sexual orientation.

      Furthermore, candidates to be appointed to the management and supervisory bodies should possess an adequate experience in senior offices within companies or similar organisations that enables them to (i) assess, challenge and develop the Company's senior officers; (ii) assess and challenge the group's and its main subsidiaries' corporate strategy;

      (iii) assess and challenge the Company's operational and financial performance; and (iv)

      assess the organisation's fulfilment of the Company's values.

      Each candidate should in addition make their individual contribution in enabling the Board of Directors, as a whole, to gain in-depth and international knowledge of Sonaecom's main business sectors, knowledge of the main markets and geographies where the business areas operate, and knowledge and competencies regarding management techniques and technologies that are key for the success of relevant companies in the business sectors of the Company.

      Candidates should furthermore possess the human qualities, purpose clarity, analytical qualities and synthesis and communication skills that are required to address a large number of diversified and complex issues, within a limited time-frame, with the necessary depth to allow for a timely and high-quality decision-making.

      In what regards the compliance with the described policy, reference is made to Appendix II, where the curricula of the members of the Board of Directors and the Statutory Audit Board of the Company are available, showing its diversity in what refers to gender, age, academic qualifications, experience and professional profile.

      In addition, the Company annually approves a Plan for Gender Equality that is applicable to its employees and members of the corporate bodies fully available on https://sonaecom.pt/investidores/governo-das-sociedades/plano-para-a-igualdade-de-genero/?lang=en.

      Within both the Board of Directors and the Statutory Audit Board, whose composition is described in paragraph 17 and section III, a) below, the proportion of members representing each gender complies with the provisions of Article 5 of Law 62/2017 of 1 August.

6. Composition of the Board of Directors

   Pursuant to Sonaecom's Articles of Association, the Board of Directors may be composed by an odd or even number of members, between a minimum of three and a maximum of twelve, appointed by the shareholders in the Shareholders' General Meeting. The Board of Directors' term of office is four years and its members may be re-elected.

   In 2025, the composition of the Board of Directors was as follows:

7. Description of the members of the Board of Directors

   All members of the Company's Board of Directors perform executive duties.

   Members

   Ângelo Gabriel Ribeirinho dos Santos Paupério Chairman Maria Cláudia Teixeira de Azevedo Director João Pedro Magalhães da Silva Torres Dolores Director Eduardo Humberto dos Santos Piedade Director

   Cristina Maria de Araújo Freitas Novais Director

8. Professional qualifications of the members of the Board of Directors The academic qualifications, experience and duties of the directors are disclosed in Appendix II to this report.

9. Significant family, professional, and commercial relationships of the members of the Board of Directors with shareholders with qualified shareholdings

   Maria Cláudia Teixeira de Azevedo is an executive member of the Board of Directors of Sonae, SGPS, A.A. and is also a shareholder and member of the Board of Directors of Efanor Investimentos, SGPS, S.E., a Company that (indirectly) holds the control of Sonaecom's share capital. She is also the sister of Duarte Paulo Teixeira de Azevedo, a shareholder of Efanor Investimentos, SGPS, S.E. and Chairman of the Board of Directors of Sonae - SGPS, S.A., a company to which, as of 31 December 2025, 88.84% of the share capital of Sonaecom was attributable, corresponding to 90.46% of the voting rights.

   The Chairman of the Board of Directors of Sonaecom, Ângelo Gabriel Ribeirinho dos Santos Paupério, is a member of the Board of Directors of Sonae - SGPS, S.A. and of Efanor Investimentos, SGPS, S.E., both shareholders of Sonaecom in the terms described above.

   Member	Date of 1st appointment	End of term of office	João Pedro Magalhães da Silva Torres Dolores, and Eduardo Humberto dos Santos
   Ângelo Gabriel Ribeirinho dos Santos Paupério	24/04/2007	31/12/2027	Piedade, members of the Board of Directors, are also executive members of the Board of
   Maria Cláudia Teixeira de Azevedo	05/04/2006	31/12/2027	Directors of Sonae - SGPS, S.A., shareholder of Sonaecom in the terms described above.
   João Pedro Magalhães da Silva Torres Dolores	12/03/2019	31/12/2027
   Eduardo Humberto dos Santos Piedade	30/04/2019	31/12/2027
   Cristina Maria de Araújo Freitas Novais	29/04/2020	31/12/2027

10. Distribution of competences among the various corporate bodies, committees, and/or Company departments, including information about delegation of competence, in particular regarding delegation of the Company's daily management

    1. Distribution of competences among the various corporate bodies and their respective committees:

       Sonaecom's corporate structure clearly describes the functions, responsibilities and duties of its bodies.

       Sonaecom, S.G.P.S., S.A.

       Shareholder's Renumeration Committee

The Articles of Association do not allow the Board of Directors to approve share capital increases, which have to be decided in the Shareholders' General Meeting.

The updated version of the terms of reference of the Board of Directors, is fully available for consultation at https://sonaecom.pt/investidores/governo-das-sociedades/orgaos-de-governacao/?lang=en.

The corporate structure is assisted by the following functional structures:

Administrative and Financial Department

Main duties:

Board of Directors

The Board of Directors is responsible for managing the Company's business, monitoring risks, handling conflicts of interest, and deploying the organisation's objectives and strategy.

Sonaecom's Articles of Association allow the Board of Directors to delegate powers in one or more Managing Directors or an Executive Committee when it comes to everyday business, duties and management responsibilities. The delegation made by the Board of Directors should exclude the following matters, which shall remain the exclusive competence of the Board of Directors:

1. Appointment of the Chairman of the Board of Directors;

2. Co-optation of Directors;

3. Request to convene General Meetings;

4. Approval of the Annual Report and Accounts;

5. Provision of collateral and personal or real guarantees by the Company;

6. Decision to change the registered office or increase the share capital;

7. Decision on mergers, spin-offs or transformation of the Company;

8. Approval of the strategic management of the annual business portfolio and the policies thereof;

• To ensure the control of internal processes and transactions and the reliability and timely reporting of financial and tax information;

• Accounting records of transactions and preparation of individual and consolidated financial reports for the companies;

• Efficient management of Sonaecom Group's cash;

• Negotiation and contracting of the most suitable banking products and services for the Group's business needs;

• Efficient and effective management of all the administrative processes for the Sonaecom Group's business;

• Management of financial risk and support in execution of monetary market, interest rate, or exchange transactions;

• Management of the administrative processes for Accounts Payable, Receivables, Cash and Banks, Stocks, and Tangible and Intangible Assets;

• Ensuring the rigour and reliability of the financial information, with the support of the most efficient information system;

• Optimisation of Sonaecom's Group tax efficiency, ensuring the monitoring of tax procedures in all Sonaecom businesses, as well as compliance with tax obligations;

• Management of the Sonaecom transfer pricing dossier;

• Support for decision-making and process implementation in the various areas of the Sonaecom Group;

• Collaboration in the definition of the strategy and tax objectives, in particular providing support to business internationalisation;

• Monitoring of all the litigation processes with the tax authorities;

• Participation in special projects of the Sonaecom Group, such as mergers and acquisitions and corporate restructuring.

  Planning and Management Control Department

  Main duties:

• Supporting the development of the corporate and/or business strategy;

• Promoting, leading and implementing the annual strategic planning cycle;

• Leading and monitoring the annual Sonaecom budgeting process, as well as preparing the report on budget implementation;

• Challenging the corporate business and areas as regards the goals set so as to constantly improve and optimise the efficiency of Sonaecom's business, performance, and results;

• Preparing and analysing business management information, as well as consolidated data, on a monthly, quarterly, and annual basis, analysing deviations from the budget and proposing corrective actions;

• Supporting decisions for the allocation of capital to ongoing businesses and new business opportunities: analysing the invested capital and the return on the invested capital;

• Performing technical and benchmark studies for the businesses, in order to evaluate its performance in comparison with competitors and other players in the market.

  Risk Management Department

  Main duties:

  Risk Management is ensured not only at corporate level but also at the business level. Thus, each business unit is involved in the functional processes, with the responsibility of implementing internal controls and managing specific risks. In general, the main responsibilities of the Risk Management Department of each one of the businesses involves:

• Promoting a culture of risk awareness, as well as mediating and managing the business risks that interfere with the achievement of objectives and the creation of value in the organisation;

• Collaborating to identify the critical risks and monitoring their development and the implementation of risk indicators and mitigation actions;

• Promoting and monitoring the implementation of programmes and actions aimed at bringing risk levels closer to the acceptable levels established by the management.

  Internal Audit Department

  Main duties:

• Assessing risk exposure and checking the effectiveness of risk management and internal controls through the execution of audits of business processes and information systems;

• Proposing measures to improve controls and monitor the evolution of risk exposure associated with the main audit findings.

  Legal Department

  Main duties:

• Relations with Euronext Lisbon, with the Portuguese Securities Market Commissions and with shareholders regarding legal issues;

• Legal management of corporate governance policy and monitoring of compliance with best practices in this area;

• Monitoring, controlling and ensuring legal compliance of the business activities of the Company;

• Drafting and/or analysing contracts to maximise security and reduce legal risks and potential costs;

• Management of all aspects pertaining to the intellectual and industrial property, such as brands, trademarks, names, patents, logos domain names and copyright;

• Execution of all public deeds, registrations and notarial procedures required for business, whether commercial, property or corporate;

• Management of all dispute processes;

• Monitoring the development of the legislation relevant to the Group's business;

• Legal support in national and international operations of the Company's business, as well as analysis of new national and international operations, in particular, in the latter, regarding the legal environment in the countries under analysis;

• Mergers/demergers, acquisitions, winding up, liquidations and similar corporate restructuring.

  Human Resources Department

  Main duties:

• Support to top management on the implementation and development of human resources policies;

• Defining and implementing the human resources strategy, planning and talent management on various levels;

• Ensuring the presence and development of the technical and management competences of Sonaecom executives, either through the implementation of adequate recruitment and

  selection practices, or through the design and implementation of transversal training and/or individualised training and development plans;

• Developing human resources management models and processes in areas such as remuneration and benefit policy; career management; social climate monitoring and development; administrative management and salary processing; staff budgeting and reporting on human resources issues; occupational health, hygiene and safety management;

• Monitoring legal occupational issues;

• Representing the Company in official bodies and associations linked to this area.

  Investor Relations Department

  Main duties:

• Manage the relationship between Sonaecom and the financial community, through the continuous preparation and disclosure of relevant and up to date information about the Company;

• Support to the Board of Directors, providing relevant information about the capital markets;

• Support in the definition of the corporate message to be disclosed to the capital market.

  The Company also participates in permanent coordination and knowledge-sharing structures within the Sonae Group, in which members of the Board of Directors participate, such as:

  Risk Management Consulting Group

  The Sonae's Risk Management Consulting Group is composed of the members of the board of directors of Sonae's businesses (including two members of the Board of Directors of Sonaecom), who are in charge of this role, 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 (including those of Sonaecom);

  • 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 Sonae's Human Resources Consulting Group, in which Sonaecom also participates, is composed of members of the board of directors of the Sonae group's businesses in charge of Human Resources and by the managers in charge of this role 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.

    Sustainability Consulting Group

    The Sustainability Consulting Group, in which Sonaecom also participates, is composed of the directors and the heads of functional teams of Sonae Group's main businesses with roles in environmental and corporate responsibility. This consulting group meets quarterly, having the following main goals:

  • Build a common vision on sustainability management integrated across Sonae companies' businesses;

  • Recommend the implementation of common sustainability guidelines, aligned, whenever feasible, with the United Nations agenda and other international benchmarks;

  • Promote knowledge sharing and encourage the creation of opportunities for debate on market trends and future scenarios, drawing on the expertise of external specialists and the analysis of benchmark case studies;

  • Guarantee the communication of the drafted recommendations to the various Sonae Management Bodies, in order to promote alignment and its implementation;

  • Coordinate projects and transversal working groups, in order to promote collaboration among the various Sonae companies;

  • Encourage sharing and reporting practices among Sonae companies, fostering broader and more consistent progress and ensuring uniform communication in the field of sustainability.

    Sonaecom also participates in a set of forums that ensure communication and sharing of the best practices in fields considered critical, namely:

  • Legal Forum, with the purpose of sharing experience and knowledge among legal teams, promoting the wide discussion of essential legal issues and a common approach to legal interpretations 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;

  • Administrative and Tax Forum, aiming at sharing knowledge and experiences, promoting the existence of synergies between the administrative services and the tax departments.

1. Functioning

1. Existence and location of the Regulation of the Board of Directors The Internal Regulation of the Board of Directors is available at https://sonaecom.pt/investidores/governo-das-sociedades/orgaos-de-governacao/?lang=en.

2. Number of meetings held and attendance record of each member of the Board of Directors

   The Board of Directors of Sonaecom meets at least four times every year, as specified by the Company's Articles of Association, and whenever the Chairman or two members of the Board of Directors call a meeting.

   Six meetings of the Board were held in 2025 with a 100% attendance rate of the directors Ângelo Gabriel Ribeirinho dos Santos Paupério, Maria Cláudia Teixeira de Azevedo, João Pedro Magalhães da Silva Torres Dolores, Eduardo Humberto dos Santos Piedade and Cristina Maria de Araújo Freitas Novais.

   The following table displays detailed information about the attendance at meetings:

   Date	Participants		Data	Participantes
   10 March	Ângelo Paupério		26 July	Ângelo Paupério
   2025	Cláudia de Azevedo		2025	Cláudia de Azevedo
   	João Dolores			João Dolores
   	Eduardo Piedade Cristina Novais			Eduardo Piedade Cristina Novais
   28-March	Ângelo Paupério		3 November	Ângelo Paupério
   2025	Cláudia de Azevedo João Dolores		2025	Cláudia de Azevedo João Dolores
   	Eduardo Piedade			Eduardo Piedade
   	Cristina Novais			Cristina Novais
   14 May	Ângelo Paupério		15 December	Ângelo Paupério
   2025	Cláudia de Azevedo João Dolores		2025	Cláudia de Azevedo João Dolores
   	Eduardo Piedade			Eduardo Piedade
   	Cristina Novais			Cristina Novais

   The minutes of the meetings are written down in the minutes book.

3. Competent governing bodies of the Company for the assessment of the performance of the Executive Directors

The Company does not have an Executive Committee, nor does it have any Managing Directors.

To establish the variable component of remuneration, an individual evaluation of the Directors' performance is carried out by the Remuneration Committee, which represents the Company's shareholders, according to the remuneration policy approved at the Shareholders' General Meeting. This assessment takes place once the Company's results are disclosed.

Without prejudice to the overall and individual performance assessment of the Directors, which is carried out by the Remuneration Committee, the Board of Directors shall annually carry out the evaluation of its performance, having as reference the fulfilment of Company's strategic plan and budget, its risk management, internal functioning and its relations with other Sonaecom's bodies. This evaluation is usually carried out in the Board of Directors' meeting where the discussion of the previous years' accounts takes place.

In addition, and in accordance with article 376 of the Companies Code, the Shareholders' General Meeting annually reviews the management of the Company by means of a vote of confidence or no confidence vote.