Sonae

Sonae's corporate governance model ensures effective oversight of sustainability matters by integrating environmental, social, and governance (ESG) considerations into its decision-making processes.

The Company follows a one-tier governance model, composed of 3 executive and 9 non-executive directors, including independent members, who represent 41,7% of the Board. This structure maintains a balance between strategic leadership, risk management, and oversight of both financial and non-financial performance. Additionally, it ensures compliance with corporate governance best practices and regulatory frameworks, reinforcing transparency and accountability across the organization.

Information regarding the composition of the Board, including the identification of executive and non-executive members (who represent 75% of the board members), their experience, and areas of expertise, can be found in Sonae's Management Report and Corporate Governance Report.

The Company actively promotes diversity within its governance structures, with four women among twelve members on the Board (33.3% female representation). This reflects the Company's commitment to gender diversity, equal access to leadership positions, and fostering inclusive and balanced decision-making at the highest level.

Regarding the expertise, experience and diversity of the management and supervisory bodies, Sonae has currently in force a Selection and Suitability Assessment Internal Policy for Membership of the Management and Audit Bodies, which was approved by the Shareholders' General Meeting.

In line with such policy, the members of the Board of Directors bring together a diverse and complementary set of expertise that ensures robust oversight of sustainability matters. This diversity is not only evident in professional backgrounds but also in the composition of the Board, which includes both national (58,3%) and international members (41,7%) from Brazil, Belgium, Germany and Spain.

The diversity of experience among the members of the Board enhances its capacity to ensure ethical practices across all aspects of the company's operations. Members with expertise in governance and compliance provide the necessary skills to establish and monitor robust systems for ethical oversight, risk management, and anti-corruption policies. Those with a background in finance and risk contribute to safeguarding transparency and accountability in financial reporting and internal controls. The inclusion of members with deep knowledge of ESG principles ensures that business conduct is aligned with sustainability goals, fostering a culture of responsibility and integrity.

In what concerns to the Statutory Audit Board, its members possess strong academic and professional backgrounds in fields such as economics, accounting, and finance, equipping them with the necessary expertise to oversee the Company's internal control systems, financial reporting, and risk management practices.

Roles and Responsibilities in Risk Management and Sustainability Oversight

The Board of Directors discusses and approves the Company's main policies, including the risk policy and the sustainability policy (which, in turn, includes the risks and inherent impacts, as well as the follow-up of the applicable regulation, the monitoring of the evolution of the results achieved and the compliance with the commitments and objectives undertaken within the scope of sustainability) defining and monitoring the existence of acceptable risk levels. The Executive Committee is responsible for overseeing and monitoring the implementation of these policies, ensuring that sustainability and risk management objectives are effectively integrated into business operations.

Internal Control and Risk Management Structure

Risk management is deeply embedded in Sonae's corporate culture and governance model, ensuring the identification, assessment, and mitigation of material risks, sustainability impacts, and business opportunities. It is a shared responsibility across all levels of the organization, supported by the Risk Management Department, Internal Audit Department, and Strategy, Planning & Control Department.

Skills and Expertise in Sustainability Oversight

The Executive Committee and the Sustainability Consulting Group collectively possess sustainability-related expertise, reinforced by access to expert advisory members and sustainability research. These competencies enable informed decision-making on environmental, social, and governance (ESG) challenges, risks, and opportunities.

Sonae ensures that targets related to material impacts, risks, and opportunities are integrated into its governance processes through structured reporting and oversight mechanisms.

Integration of sustainability-related performance in incentive schemes

Overview

Sonae's remuneration policy applicable to the Board of Directors, the Statutory Audit Board, the Statutory External Auditor, to other persons discharging managerial responsibilities ("Dirigentes") and to members of the Board of the Shareholders' General Meeting, and approved by the Shareholders' General Meeting, establishes a clear link between executive compensation and the Company's strategic priorities, including sustainability-related performance. The policy aligns with best governance practices, ensuring that incentive mechanisms support long-term value creation, responsible business conduct, and ESG commitments.

Roles Covered

Based on the principles explained in the policy, only the members of the Executive Committee are eligible for variable remuneration, which includes both short-term and medium-term incentives, incorporating sustainability-related performance metrics to align executive compensation with the Group's ESG strategy.

The three Executive Directors covered are:

• Maria Cláudia Teixeira de Azevedo (CEO)
• João Pedro Magalhães da Silva Torres Dolores (CFO)
• João Nonell Günther Amaral (CDO)

Structure of Variable Remuneration

The short-term variable remuneration is structured around a combination of collective and individual key performance indicators (KPIs), with a maximum weight of 50% of the total variable remuneration.

Short-Term Variable Bonus (STPB)

Collective KPIs (70%), divided into three categories:

• Economic KPIs (60%), covering Turnover, Direct Profit, and Portfolio Management
• Social KPIs (20%), focused on:
  • People (10%)
  • Planet-related (10%) initiatives
• Transformation KPIs (20%), addressing areas such as Cultural Transformation

Individual KPIs (30%), tailored to each executive's specific role and responsibilities, ensuring alignment with both corporate and individual performance objectives.

Specific Sustainability KPIs

People KPIs

The People KPIs focus on fostering diversity, talent retention, and leadership development, including metrics such as:

• The percentage of leadership positions held by women
• Top talent retention rates

This reinforces Sonae's commitment to an inclusive and skilled workforce.

Planet KPIs

The Planet KPIs assess environmental impact and resource efficiency, with a focus on:

• CO₂ emissions reduction (tCO₂e)
• The percentage of recyclability in own-brand plastic packaging products

This drives the Group's commitment to climate action and circular economy principles.

Performance Period and Target Structure

Considering the two variable components, the value of the pre-set target varies between 35% and 65% of the total annual remuneration.

The calculation of the value attributed includes a minimum limit of 0% and a maximum of 170%, concerning the objective value previously defined.

Medium-Term Performance Bonus (MTPB)

The Medium-Term Performance Bonus is aimed at strengthening the Executive Directors' commitment to the Company's performance – corresponding to at least 50% of the total variable bonus, with payment deferred for three years after its award, i.e., four years after performance year.

Targets related to material impacts, risks, and opportunities are set and monitored through structured processes:

1. The Contribution Plan for Sonae's sustainability strategy, which tracks each business unit's progress in sustainability, including minimum requirements, planned actions, and achievements. Updates are shared with Sonae through semi-annual process and presented to the Sustainability Consulting Group, and results are reported to the Executive Committee on a half-year basis.

2. Ongoing collaboration between Sonae's Sustainability Department and the Sustainability Teams of business units, with bimonthly meetings to ensure alignment with corporate ESG targets, identify improvement opportunities, and explore efficiency gains.

2024 Performance Achievement

In the year-end 31st December 2024 it was determined the performance of the Executive Directors, materialised in the attribution of the variable bonus.

Collective KPIs Achievement (2024)

*Definition of the KPI target and achievement considers proportional values and not consolidated values

Total Remuneration Awarded (2024)

Employee Incentives

The People and Planet KPIs are also a key component of employee incentives, as they are embedded in the variable remuneration framework, designed to guide and reward the employees for achieving both collective and individual predefined targets.

Clawback Provisions

In the terms set forth in the Remuneration Policy, the Company Remuneration Committee, shall take the appropriate steps to recover the variable remuneration unduly awarded. During 2024 no such event took place.

Policy References

More details on the remuneration of the Board of Directors can be found in the Corporate Governance Report, as referenced: Corporate Governance Report, 2.3. Part III: Remuneration Report.

The Remuneration Policy approved at the Shareholders' General Meeting held on 28th April 2023, which underwent amendments approved at the Shareholders' Annual General Meeting held on 30th April 2024, is available at https://sonae.pt/en/investors/shareholder-s-general-meeting/.

Sonae is an investment group with a strong presence in retail and other sectors, holding leading positions in its markets. The information presented in Sonae's Sustainability Statement is based on the following business segments:

• Retail: MC (includes Continente's different formats, Meu Super, Note!, Wells, ZU, Bagga, Arenal and IGI), Worten (which includes Worten and Worten mobile, iServices, Satfiel and Zaask), Musti, MO, Salsa and Zippy&Losan

• Real Estate: Sierra

• Sonaecom: Bright Pixel, Público

• Other Businesses: Sparkfood (includes Sparkfood, Gosh! Food and BCF Life Sciences), Sonae Holding

Sonae's mission is simple yet powerful: to create long-term economic and social value, bringing the benefits of progress and innovation to an ever-growing number of people. Every day, we strive to go beyond expectations, working together to generate a positive impact on people, communities, and the planet.

Strategic Priorities

Sonae's commitment to growth and excellence drives the creation of opportunities for stakeholders and generates sustainable economic, social and natural value. Our well-defined strategy is focused on future-proofing Sonae and its businesses while maximizing long-term value. In a globalized, fast-evolving, and increasingly digital world, we uphold high operational standards and proactively navigate challenges.

Sonae has defined four strategic priorities to ensure long-term value creation and sustainable growth:

1. Active portfolio management
2. Identifying new investment opportunities
3. Embedding a robust sustainability strategy

Strategic approach

To effectively pursue our long-term strategic priorities, we have defined a threefold approach that guides how we manage our portfolio, identify new investment opportunities, and integrate sustainability into our decisions.

Value Creation Model

Sonae's value creation model demonstrates how the company transforms inputs into outputs and outcomes across economic, social, and environmental dimensions. The model shows our commitment to creating shared value for all stakeholders while contributing to the UN Sustainable Development Goals.

Interests and views of stakeholders

Sonae is committed to a stakeholder-focused governance model, ensuring that its mission aligns with the interests of those who interact with and are impacted by its businesses. By proactively listening and engaging with key stakeholders, Sonae fosters mutual trust, transparency, and long-term value creation.

Stakeholder engagement follows a structured process that includes identification, analysis, planning, and implementation of actions. This approach enables the Group to maintain a balanced and responsible business model while identifying new growth opportunities and areas for improvement. Each stakeholder group has unique expectations and priorities, requiring a tailored engagement approach.

In 2024, stakeholder interaction played a particularly crucial role in Sonae's double materiality assessment process. This engagement was essential for ensuring that the Group's sustainability priorities align with the expectations and concerns of its key stakeholders.

Building on insights already gathered through existing stakeholder engagement processes, along with internal perspectives, research, and benchmarking, Sonae identified potential impacts, risks, and opportunities relevant to its business. These elements were then evaluated by stakeholders as part of the double materiality assessment, ensuring a comprehensive analysis of their significance and materiality. By incorporating stakeholder perspectives into the double materiality assessment, Sonae strengthened its ability to prioritize and manage sustainability topics in a way that reflects both business imperatives and societal expectations.

Our People

Sonae's success is driven by its 57,000+ employees, whose dedication fuels innovation, customer satisfaction, and the Group's values. Ensuring an inclusive, supportive, and engaging work environment is a top priority, with a strong focus on diversity, equity, well-being, and career development.

The Group's remuneration policy balances competitiveness and sustainability, combining fixed and variable components linked to financial and ESG performance, including gender diversity in leadership, talent retention, and emissions reduction. Beyond financial rewards, employees benefit from the Mais Sonae programme, offering health services, education, retail discounts, and well-being initiatives.

Sonae fosters a culture of diversity, equity, and inclusion, ensuring all employees feel valued and empowered. Flexible work arrangements, family support initiatives, and well-being programmes—available at Sonae Campus—further enhance engagement.

Employee feedback is central to shaping workplace improvements, with eNPS and business-specific surveys ensuring continuous dialogue and alignment with employees' needs.

Our Communities

Sonae is committed to creating a positive social impact by investing in communities through volunteering, partnerships, and long-term support programs. Sonae regularly updates its Executive Committee on corporate responsibility initiatives to ensure alignment with the Group's sustainability strategy.

The Group also recognises the importance of customers in shaping market trends and actively promotes sustainable consumer behaviours. Key focus areas include supporting the local economy, encouraging healthier lifestyles, efficient consumption, protecting biodiversity, and reducing climate impact.

Our Companies

Sonae's portfolio comprises multiple businesses, each with its own strengths, expertise, and strategic vision. While they operate independently, they leverage shared resources and knowledge to enhance efficiency and drive growth. The Group's role is to support, challenge, and guide management teams in achieving exceptional performance and long-term sustainability.

Engagement with portfolio companies is based on regular communication, knowledge-sharing, and collaborative decision-making. The Executive Committee participates in each company's Board of Directors, ensuring alignment with the Group's overarching strategy. Portfolio businesses also take part in Sonae's consulting groups, commissions, and strategic forums, facilitating cross-sector learning and innovation.

Stakeholder Engagement in Double Materiality Assessment

Stakeholder engagement was a key part of the DMA process, as it helped review, validate, and score the materiality of topics and IROs. Each subsidiary identified specific stakeholders who could affect or be affected by its operations. These stakeholders included both internal groups (e.g., employees, the sustainability department, shareholders) and external groups (e.g., customers, contractors, NGOs). This engagement also allowed the inclusion of IROs that had not been previously identified.

Across all subsidiaries, 1650 questionnaires and short surveys were sent to stakeholders, achieving an average response rate of 89%, and were conducted 47 internal and external stakeholder interviews. The stakeholders' scoring was then averaged to calculate the scores for IROs for each subsidiary.

In 2024, Sonae undertook a comprehensive double materiality analysis, which led to updates in the Group's sustainability material topics. This analysis considered the evolving priorities across the businesses and the broader socio-environmental landscape. The process and its outcomes are outlined in detail in the sections SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model and IRO-1 Description of the process to identify and assess material impacts, risks and opportunities, providing insights into how these topics inform Sonae's sustainability strategy and reporting framework.

The process for identifying and assessing material impacts, risks and opportunities is described in conjunction with the double materiality analysis undertaken in 2024, which led to updates in the Group's sustainability material topics. This analysis considered the evolving priorities across the businesses and the broader socio-environmental landscape.

The disclosure requirements covered by Sonae's sustainability statement include ESRS 2 General Disclosures, E1 Climate Change, E3 Water and Marine Resources, E4 Biodiversity and Ecosystems, E5 Resource use and Circular Economy, S1 Own Workforce, S2 Workers in the Value Chain, S3 Affected Communities, S4 Consumers and End-Users, and G1 Business Conduct. Material topics identified include ESRS 2, E1, E3, E4, E5, S1, S2, S3, S4, and G1.

Transition plan for climate change mitigation

Overview and Status

Sonae's transition plan is currently under active development. Despite not having a formally board-approved and publicly available transition plan fully aligned with the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS), Sonae has developed a comprehensive roadmap that outlines key initiatives, milestones, and timelines for reducing its carbon footprint and advancing the Group's sustainability objectives. This roadmap serves as the strategic guide as progress is made towards formalizing the approach in collaboration with the board.

Sonae anticipates formally approving the Transition Plan for climate change during 2025.

Scope

Entities covered:

• The plan covers Sonae's own operations (Scope 1 & 2) across all business units
• Value chain emissions (Scope 3) are addressed through specific engagement initiatives
• Main business units: MC (food retail), Worten (electronics retail), Sierra (real estate), MO, Zippy, Salsa (fashion retail), Sparkfood/BCF Life Sciences (food ingredients)
• Geographies: Portugal, Spain, France, Nordic countries (through Musti), and other European locations where Sierra operates (Germany, Romania, Italy, Greece)

Value chain segments:

• Direct operations (stores, warehouses, offices, logistics)
• Upstream: purchased goods and services, transportation
• Downstream: use of sold products, customer engagement

Target Year for Net Zero / Carbon Neutral

2040: Carbon neutrality in own operations (Scope 1 & 2)

Sonae is committed to achieving carbon neutrality in its own operations (Scope 1 & 2) by 2040, while actively working to reduce Scope 3 emissions across its value chain.

Emissions Reduction Milestones

Baseline year: 2022 (for most businesses; Sierra uses 2019 baseline)

Scope 1 & 2 Targets:

Scope 3 Targets:

2024 Progress:

• Scope 1 and 2 emissions reduced by 2% compared to 2023 (7% vs. 2022 baseline)
• On comparable basis (excluding M&A), reduction reached 14% vs. 2023 (19% vs. 2022)
• Scope 3 emissions increased by 11% vs. 2023, primarily due to increased sales volumes

Alignment with 1.5°C / SBTi Validation Status

Science Based Targets initiative (SBTi) Validation:

• MC: SBTi approval received in 2023 for near-term Scope 1, 2, and 3 reduction targets aligned with 1.5°C scenario
• Sierra: SBTi approval received in 2023 for near-term targets; 2024: SBTi approval for 2040 net-zero target
• Worten: SBTi approval received in 2024 for near-term Scope 1, 2, and 3 reduction targets aligned with 1.5°C scenario

Sonae seeks to have at least 95% of its portfolio emissions covered by the SBTi. The SBTi validation ensures emissions reduction pathways are consistent with the latest climate science and the goals of the Paris Agreement.

Key Decarbonization Levers

Energy Efficiency:

• Promoting energy eco-efficiency of operations
• HVAC and refrigeration system optimization
• LED lighting upgrades across all facilities
• Energy monitoring systems (e.g., BCF Life Sciences: 140 monitoring points, ISO 50001 certification)

Renewable Energy Transition:

• Investing in production and acquisition of renewable energy
• Installation of photovoltaic panels (MC, Sierra, Salsa)
• Power Purchase Agreements (PPAs) with renewable energy suppliers
• 100% renewable electricity procurement through Guarantees of Origin
• 2024 achievement: Renewable energy consumption reached 61% (up from 35% in 2023, including green grid electricity for first time)

Refrigeration:

• Retrofit and replacement of cooling systems
• Transition to low-GWP (Global Warming Potential) refrigerants

Electrification:

• Fleet electrification and transition to hybrid alternatives
• Expansion of electric vehicle charging infrastructure:
  • MC: 250+ charging points in offices/warehouses; 900+ electric/plug-in hybrid vehicles (from 680 in 2023)
  • MC Continente stores: 430+ charging points across 99 stores
  • Worten: Target of 100% electric contracted fleet by 2032

Value Chain Engagement:

• Engaging suppliers and clients to promote sustainable practices
• Supplier ESG performance assessment processes
• Product lifecycle assessment tools (MC implemented LCA software in 2024)
• Sustainable sourcing and low-carbon materials
• Circular economy initiatives to extend product lifecycles

Nature-Based Solutions:

• Sonae Forest project for emissions neutralization and biodiversity recovery

CapEx / Investment Commitments

Disclosed investments:

• MC (2024): €53M total investment (CapEx and OpEx combined) covering:

  • Photovoltaic plants
  • Refrigeration system improvements
  • Energy-efficient store renovations
  • Renewable energy procurement (PPAs)
  • Energy efficiency programs (monitoring and management systems)
  • €4.4M for Plug & Charge network expansion (250+ charging points) and fleet electrification (900+ EVs), aligned with EU Taxonomy activity 7.4

• Sierra (Gli Orsi shopping centre, 2024): Energy efficiency measures including variable speed fans in cooling towers, new VEV pumps, replacement of BMS systems

• Salsa (2024):

  • €318,185 invested in solar panels (expected annual reduction: 311 tCO₂e)
  • €73,400 for LED lighting upgrades in logistics
  • €7,230 for EV charging stations at headquarters

• Zippy (2024): €11,472 invested in LED installations

• BCF Life Sciences (2021-2024): €1.8M invested in insulation, energy metering, and HVAC upgrades

  • External funding secured through Bpifrance, ADEME grants, and France 2030 DecarbFlash program
  • Target: 30% energy consumption reduction by 2027 (6,000 tons CO₂e/year)

Note: Future investments in energy efficiency and renewable energy expansion are under assessment across business units. Financial resources are integrated into respective business units' operational budgets, with sustainability-linked financing instruments considered where applicable.

Locked-in Emissions and Stranded Asset Analysis

Not explicitly disclosed in the excerpts provided.

Use of Carbon Credits / Removals

Carbon Neutralization Strategy:

• Neutralization through nature-based solutions identified as a lever
• Sonae Forest: Developed to address emissions neutralization and as opportunity for biodiversity recovery
  • Since 2019: nearly 450,000 trees planted across 340 hectares
  • Not directed to compensate biodiversity loss, but to offset carbon emissions while providing biodiversity enhancements

Disclosure note: E1-7 (GHG removals and GHG mitigation projects financed through carbon credits) assessed as not material.

Governance and Methodology

Sonae's decarbonization roadmap follows:

• GHG Protocol for carbon footprint measurement
• TCFD for climate risk assessments
• Science-Based Targets Initiative (SBTi) for target setting
• LEAP approach to locate, evaluate, and mitigate risks in value chain

Companies' Executive Committees have approved business-unit level decarbonization roadmaps for Scopes 1, 2, and 3.

Scenario Analysis

Sonae conducted climate scenario analysis aligned with IPCC Representative Concentration Pathways:

• RCP2.6 (1.5°C scenario): Proactive measures, coherent regulations, early technological adoption
• RCP8.5 (4°C scenario): Challenging environment with compounded risks

Material risks identified for 2030 under 1.5°C scenario:

• Physical Risk - Acute: Increase in severity of extreme weather events (floods)
• Transition Risk - Political/Legal: Rise in carbon pricing
• Potential financial impact range disclosed: <€10m to >€90m

Key Performance Indicators and Monitoring

The implementation of decarbonization measures in 2024 contributed to:

• MC: 18% reduction in Scope 1 & 2 emissions vs. 2022 baseline; 12.7% vs. 2023
• Specific initiatives' GHG reductions (selected examples):
  • MC energy efficiency actions (2024): 1,717 tCO₂e reduction, with additional 129 tCO₂e expected
  • MO energy efficiency (2024): 1,717 tCO₂e achieved, 129 tCO₂e expected
  • Zippy energy efficiency (2024): 494 tCO₂e achieved, 55 tCO₂e expected
  • Salsa renewable energy & efficiency (2024): 922 tCO₂e achieved, 283 tCO₂e expected

Progress is monitored through Sustainability-Linked Financing Framework with annual independent verification by KPMG.

Integration with Business Strategy

The transition plan is embedded in:

• Position Paper for Climate Change: Outlines approach to climate risk management and low-carbon transition
• Sustainability-Linked Financing Framework: Financial instruments tied to decarbonization KPIs
• Environmental Policy: Commits to climate change mitigation/adaptation, energy efficiency, renewable energy
• Integration into variable remuneration schemes (linked to sustainability targets)

Sonae advanced its decarbonization strategy, reducing Scope 1 and 2 emissions by 2% compared to 2023 (a 7% reduction compared to the 2022 baseline). On a comparable basis, excluding the impact of M&A activity, the reduction reached 14% regarding 2023 (a 19% reduction compared to the 2022 baseline). However, Scope 3 emissions increased by 11% vs 2023, primarily due to the increase in sales volumes and ongoing challenges in mitigating value chain emissions.

In 2024, renewable energy consumption increased to 61%, reflecting, for the first time, the inclusion of green electricity from the grid mix (up from 35% in 2023). MC and Sierra accelerated their investments in photovoltaic energy, driving the transition to greener operations despite an overall increase in electricity consumption due to business expansion.

MC, Worten, and Sierra secured SBTi approval for their near-term Scope 1, 2, and 3 reduction targets, aligned with the 1.5°C climate scenario. Additionally, Sierra obtained SBTi approval for its 2040 net-zero target, ensuring its emissions reduction pathway aligns with the Paris Agreement goals.

For ESRS E1 Climate Change, carbon footprint disclosure for scopes 1, 2, and 3 follows this perimeter, with two additional approaches:

• Equity Share Sierra: Reflects Sierra's ownership percentage across investments, including operational leases, funds, developments, offices, and service companies. This approach aligns with Sierra's SBTi-approved GHG reduction targets. In cases where Sierra holds minority stakes and does not have operational control, scope 2 emissions are assessed using the location-based method

• Sustainability-Linked Bond Scope: Covers the Sierra Control Approach perimeter, including assets such as Centro Colombo, Centro Vasco da Gama, CascaiShopping, NorteShopping, Plaza Mayor, and ParkLake. This framework supports Sierra's sustainable financing strategy, leveraging sustainability-linked instruments.

Anticipated financial effects from material physical and transition risks and potential climate-related opportunities

Phase-in exemption applied

Sonae has adopted a phase-in for the provisions applicable to E1-9. This is explicitly stated in the introductory section of the Sustainability Statement:

"A phase-in was adopted for the provisions applicable to SBM-1 40(b) and (c), SBM-3 48(e), E1-9, E3-5, E4-6, and E5-6."

Additionally, the disclosure requirements table confirms:

Specific datapoint exemptions

The following specific datapoints within E1-9 are subject to phase-in:

• ESRS E1-9: Disaggregation of monetary amounts by acute and chronic physical risk (Paragraph 66 (a)) - Phase in
• ESRS E1-9: Location of significant assets at material physical risk (Paragraph 66 (c)) - Phase in
• ESRS E1-9: Breakdown of the carrying value of its real estate assets by energy-efficiency classes (Paragraph 67 (c)) - Phase in
• ESRS E1-9: Degree of exposure of the portfolio to climate-related opportunities (Paragraph 69) - Phase in

No quantified financial effects, time horizons, methodologies, or specific CapEx/OpEx implications related to climate-related risks and opportunities are disclosed in the current reporting period.

Water consumption

Accounting principles

Sonae quantifies and reports water consumption in alignment with the ESRS framework, including water consumption from water stress regions, ensuring accuracy and consistency across reporting periods. Water withdrawals are determined based on direct measurements of water meters or readings from water bills. Water consumption per person (offices, warehouses and other facilities) is based on standardized averages, and, in accordance with best engineering practices, when information from meters were not available, it is assumed that 80% of the water withdrawals ends up being rejected as liquid effluent, and the remaining 20% is used. Currently the proportion of water consumption from direct measurements or estimated is not available.

As of 2024, the reporting scope has been expanded to account for the integration of Musti and Sparkfood (other businesses) following recent M&A activity, and historical data (2023) from Sonaecom and Worten (2023) was excluded considering that water is not material in these businesses.

Total water consumption by business segment

Water consumption in areas of water stress

Based on the World Resource Institute's (WRI) Aqueduct reference tool, Sonae assessed the water risk of its operations.

For Sierra Real Estate, 48% of the water withdrawn (including retailers) occurs in areas identified with water stress. Romania (ParkLake) was rated as high water stress.

Water recycled/reused

Water recycling and reuse increased particularly in MC (SOHI operations) and Salsa Laundry up to a total of 41,613 m³ in 2024, with a major investment in a WWTP (Wastewater Treatment Plant) also being deployed at BCF Life Sciences (Sparkfood).

Water intensity

Water consumption trends

Water consumption in operations increased by 28% in 2024. However, excluding Sparkfood's first-time inclusion, the rise was limited to 14%, underscoring the need for further efficiency measures.

Water discharge

Wastewater from Sonae operations is directed to the public sanitation network for proper treatment at dedicated facilities (Wastewater Treatment Plants – WWTPs). In specific facilities that are more water intensive or located in water-risk areas, such as Azambuja warehouse, Meat Processing Centre (SOHI), Salsa Laundry and other facilities required to meet municipal discharge limits, effluents are pretreated in WWTP before being sent to the public network or discharged into the natural environment.

Rainwater harvesting

Sonae has made significant strides in improving rainwater harvesting systems, for instance at Sonae Campus (supplying 30% of the building's water needs) and Gli Orsi (Sierra), with water storage data currently unavailable.

Anticipated financial effects from material water and marine resources-related impacts, risks and opportunities

Phase-in exemption applied

Sonae has adopted a phase-in exemption for the provisions applicable to E3-5. As stated in the document:

"A phase-in was adopted for the provisions applicable to SBM-1 40(b) and (c), SBM-3 48(e), E1-9, E3-5, E4-6, and E5-6."

The disclosure requirements table confirms this status:

No quantified financial effects, methodology, or other substantive information regarding anticipated financial effects from water and marine resources-related impacts, risks and opportunities is disclosed for the reporting period.

Transition plan and consideration of biodiversity and ecosystems in strategy and business model

Integration of biodiversity in strategy and business model

Since late 2020, Sonae has established a long-term partnership with a renowned research centre, specialized in Biodiversity, allocating a dedicated team member to advance knowledge and be actively engaged in the SBTN' Corporate Engagement Programme, WBCSD and other leading front-runners' nature-frameworks, advancing the development and release of key guidance and methodologies for nature action.

Progress towards "Valuing Biodiversity and Water", is closely tied to these methodological advancements, providing the technical guidance to undertake the identification and prioritization of key pressures, define nature roadmaps for businesses' value-chains in line with the mitigation hierarchy, while also advancing and promoting the establishment of science-based targets for nature. Sonae is rigorously assessing its activities and value chains to better understand their dependencies and impacts on natural capital, ensuring a measurable and strategic approach to biodiversity preservation.

Biodiversity and nature ecosystems are essential to Sonae's business resilience. Although Sonae facilities within its direct operations are not located in areas classified as biodiversity-rich habitats, the associated management of these infrastructure holdings, such as stores, warehouses, and offices, may enhance local pressures on biodiversity through soil pollution and water consumption. Within Sonae retail businesses and respective value chains, significant impacts on biodiversity and ecosystems may be expected upstream, where the extraction and production of key raw materials can lead to land use conversion, pollution, and intensive water use, as well as additional impacts across subsequent transformation processes up to the final products.

Use of frameworks

Sonae's approach aligns with key methodologies such as:

• Science Based Targets for Nature (SBTN)
• Taskforce on Nature-related Financial Disclosures (TNFD)
• Global Biodiversity Framework

The process leverages from key tools – for instance ENCORE, SBTN materiality matrix, WWF Risk Filter, allowing to screen for key impacts and dependencies across businesses locations and value chains. These methodologies consider relevant pressures on biodiversity, namely land-use change, resource extraction, water stress, pollution, and climate change while also evaluating business dependencies on natural ecosystems.

Biodiversity transition plan

The Transition Plan for Biodiversity and Ecosystems, currently being developed and expected to be fully adopted in 2026, will be a cornerstone of Sonae's efforts to make an effective, scientifically robust contribution to a nature-positive world. The plan will be directly aligned with Sonae' strategic commitment to contribute towards halting and reversing biodiversity loss by 2030, in line with the Global Biodiversity Framework. Within an integrated Sustainability Strategy, the plan will build upon on-going actions that mitigate key biodiversity pressures, namely those that are associated to the strategy axes of climate change and circularity.

Key commitments and targets

Act4Nature Commitments

In 2021 Sonae businesses joined the Act4Nature initiative, a global effort led by business networks in collaboration with scientific experts, environmental NGOs, and public bodies. By joining Act4Nature, Sonae has embraced its guiding principles, including:

• Mainstreaming biodiversity into decision-making processes
• Promoting nature-based solutions and ecosystem restoration
• Collaborating across industries and value chains
• Measuring, monitoring, and reporting Sonae' progress transparently

Zero Deforestation Commitment

In 2022, Sonae, through the SCG, adopted the Zero Deforestation by 2030 Commitment, establishing clear objectives and guidelines for its businesses to eliminate and reduce key pressures on natural forests. The commitment addresses the potential forest loss linked to key commodities in Sonae' supply chains (prevented through certification and other traceability and control mechanisms), in line with the Accountability Framework Initiative's definitions and recommendations. Beyond halting deforestation, it also promotes forest preservation and regeneration, reinforcing Sonae's ambition to contribute positively to natural ecosystems in line with the mitigation hierarchy.

Fishing Sustainability Policy

Adopted in 2010, Sonae's Fishing Sustainability Policy establishes a clear framework to minimize the environmental impact of its seafood sourcing and contribute to marine biodiversity preservation. Aligned with the EU Biodiversity Strategy for 2030, the policy aims to prevent harm to sensitive species and habitats, including the seabed, by promoting sustainable fishing and aquaculture practices.

Key commitments include:

• Prioritizing seafood from sustainable sources, especially certified fisheries and aquaculture operations
• Work towards the decrease in the consumption of vulnerable species or stocks, and those obtained via destructive methods
• Increase traceability of seafood products to guarantee responsible sourcing
• Collaborating with suppliers to support and promote best practices in the fishing industry
• To improve the fish labelling, making available additional information that allows the clients a more informed buy option

Continente Producers Club Sustainability Declaration

To promote sustainable production and consumption and an environmentally friendly food system, the MC business, through its Continente Producers Club has established a Sustainability Declaration based on 11 principles aligned with the 12th UN Sustainable Development Goal (responsible consumption and production), the European Farm to Fork Strategy (a fair, healthy, and environmentally-friendly food system), and the Ministry of Environment and Energy Transition's Roadmap for Carbon Neutrality 2050 (RNC2050).

Key principles include reducing pesticides and polluting nutrients in agriculture, promoting biodiversity, animal welfare, and sustainable livestock farming. The declaration also encourages efficient use of natural resources, carbon storage, circular economy practices, sustainable packaging, healthy food production, and increasing organic and agroecological methods.

The principles are reflected in various actions and initiatives due to be implemented until 2027 (within the scope of the CPC, this policy and respective action programmes - Zero Waste Certification; Agroecology; Circus pygargus, ZERYA Regenerative, are considered a transition plan towards improved, more sustainable and more biodiverse farming systems), working jointly with national farmers and producers, key partners and a scientific committee of Continent Producers Club.

Geographic and value-chain scope

Since 2020, key advances have been made through the adoption of relevant commitments and policies (Zero Deforestation, Act4Nature, Continente Producers Club (CPC) Sustainability Declaration, among others) in line with the on-going release of key frameworks. These methods are being gradually tested and implemented across Sonae businesses.

Key geographic and value chain scopes include:

• MC, Worten, Mo, Salsa & Zippy supply-chains (own-brand products & packaging): sourcing of commodities cattle, timber, palm oil, soy, natural rubber in deforestation risk countries
• New sites and infrastructures developed in businesses direct operation in deforestation risk countries
• Forest Sonae Project (carbon offset - all businesses contribute to this project)
• MC projects (suppliers & producers): Zero Waste Certification; Agroecology; Circus pygargus ZERYA Regenerative - currently all projects are located in Portugal
• MC fishery business unit

Investment commitments

The total investment associated to the listed projects (2024 only data) was: €191k. Financial investments for these projects are integrated into the respective business units' annual operational budgets, with sustainability-linked financing instruments being considered where applicable and no mandatory financial allocations specified under the EU Taxonomy.

Linkage to nature-related risk assessment

Biodiversity loss increases business exposure to relevant risks like supply chain disruptions, lower agriculture yields, resource shortage and increasing regulatory pressures. To address these challenges, Sonae invests in circularity, water efficiency, and sustainable sourcing, transforming these pressures and risks into opportunities for resilience, innovation, and market leadership.

Sonae is working closely with key stakeholders—including suppliers, clients, partners, and scientists— to develop key action plans targeting the relevant impacts, risks and opportunities. Namely, through the on-going implementation of the SBTN (land and water) target setting in the MC business, that requires to engage with affected stakeholders and communities through the process and through the Continente Producers Club (CPC) with producers and farmers, local knowledge is incorporated into the development of agroecological programs. These initiatives aim to restore landscapes and enhance biodiversity, mitigating negative impacts and ensuring that priority ecosystem services are maintained or restored whenever necessary.

Sonae also acknowledges the intrinsic relationship between biodiversity and climate. Several opportunities, physical and transition risks, currently identified for climate (TCFD) are also relevant whilst considering an overarching Nature approach. Transition and physical risks linked to resource scarcity, regulatory developments, and consumer preferences are also evaluated.

Sonae strengthened its biodiversity and water conservation initiatives. The share of deforestation-free products rose by 15 percentage points to 72%, advancing the Zero Deforestation commitment for timber, cattle, palm oil, and soy.

MC led key conservation efforts through the Agroecology Program, Circus Pygargus ZERYA Regenerative Project, and the "Fields with Biodiversity: Save the Montagu's Harrier" initiative, contributing to the restoration and preservation of approximately 13,500 hectares since 2021.

To enhance biodiversity impact assessment, Sonae applied the Science-Based Targets for Nature (SBTN) methodology at MC, setting targets for land and water conservation while engaging with 300 national producers.

Anticipated financial effects from biodiversity and ecosystem-related impacts, risks and opportunities

Phase-in exemption

Sonae has adopted a phase-in for the provisions applicable to E4-6. According to the disclosure requirements table, E4-6 is marked as "Phased In" with no page reference, indicating that anticipated financial effects from biodiversity and ecosystem-related risks and opportunities are not disclosed in this reporting period.

Sonae accelerated its circular economy initiatives, with turnover from circular products and services increasing by 74% overall and 28% on a comparable basis. Key contributors included Sparkfood' BCF Life Sciences, a fully circular business, and Worten's expansion of repair and reuse services and products.

Plastic packaging recyclability improved to 90%, though achieving the 100% target remains challenging due to industry and waste infrastructure constraints, particularly for food products. Sonae remains committed to collaboration, innovation, and stakeholder engagement to drive long-term circularity.

While total waste generation increased due to the inclusion of new business units, the waste recovery rate remained stable at 73%. MC and Sierra continued optimizing waste management, with initiatives focused on food waste reduction and composting.

Recognizing the circular economy as a key element in the climate transition and reaffirming our commitment to this agenda, the second edition of the Sonae Innovators Forum focused on circularity. The event brought together international and national experts, alongside companies and institutions, to foster innovation and support the development of practical solutions that accelerate the transition to a more circular economy. At the same time, we continued to invest in products that reduce dependence on virgin natural resources and in services that extend product lifecycles, doubling sales of these offerings in 2024. In our retail operations, we furthered the shift to more sustainable packaging, reaching a recyclability rate of 90% for plastic packaging in our private label and exclusive brands and 96% considering packaging in all materials.

Anticipated financial effects from resource use and circular economy-related impacts, risks and opportunities

Phase-in exemption applied

Sonae has adopted a phase-in for the provisions applicable to E5-6, as stated in the Sustainability Statement: "A phase-in was adopted for the provisions applicable to SBM-1 40(b) and (c), SBM-3 48(e), E1-9, E3-5, E4-6, and E5-6."

As confirmed in the disclosure requirements table, E5-6 is listed as "Phased In" with no associated page number, indicating that substantive disclosure of anticipated financial effects from resource use and circular economy-related impacts, risks and opportunities has not been provided in the current reporting period.

Sonae remained strongly committed to diversity, inclusion, and employee development. The share of leadership positions held by women rose to 41%, up 1 percentage points from 2023. We are the largest private employer in Portugal, something that fills us with pride, and we have aggressively grown in many other countries. Together with our employees, companies, and partners, we remain focused on fulfilling our mission to create long-term economic and social value.

At the end of 2024, Sonae employed 457 people with disabilities, marking a 22% increase from 2023.

In 2024, Nova School of Business & Economics presented the conclusions of a socioeconomic impact study on Sonae in Portugal, reaffirming the Group as the country's largest private employer and a key economic player, representing 3.7% of national GDP. The study also found that Sonae's activities generate 4.8% of private-sector jobs, impacting 1 in every 23 jobs.

Characteristics of non-employees in the undertaking's own workforce

Accounting Principles

The number of non-employees is calculated by aggregating the total headcount of non-employees of all Sonae Business Units. The data used for this calculation refers to the population at the end of the reporting period (31/12/2024).

Non-employees: include both individual contractors supplying labour to the undertaking ("self-employed people") and people provided by undertakings primarily engaged in "employment activities".

The significant variation between 2023 and 2024 regarding non-employees in "Other Businesses" reflects the incorporation of Gosh! Food on Sonae's portfolio, that reported a headcount of 101 non-employees in 2024.

Non-employee headcount by business unit

*Non-employees headcount excludes Musti, Público, BCF Life Sciences and Druni.

Collective bargaining coverage and social dialogue

Materiality Assessment

As a result of the double materiality assessment, S1-8 Collective bargaining coverage and social dialogue was assessed as not material by Sonae.

Social Dialogue Practices

While engagement primarily occurs directly with Sonae's own workforce, the company also maintains regular meetings with workers' representatives. In particular, MC has established regular collective agreements that apply across most of its companies. As an active participant in employers' associations, Sonae seeks to contribute to social dialogue and collective bargaining processes, reinforcing its commitment to fair labor practices.

Collective Bargaining Coverage - MC Business Unit

In 2024, 95.95% of MC's total employees are covered by collective bargaining agreements through the employment contract.

Work Stoppages

In 2024, there were no work stoppages involving 1,000 or more workers, lasting a full shift or more, so there were zero days lost as a result of the stoppages.

The Company actively promotes diversity within its governance structures, with four women among twelve members on the Board (33.3% female representation). This reflects the Company's commitment to gender diversity, equal access to leadership positions, and fostering inclusive and balanced decision-making at the highest level.

Diversity and inclusion also remain priorities for Sonae. Over the past year, the percentage of women in leadership positions increased to 41%, surpassing our initial target. This progress reinforces our commitment to reaching 45% women in leadership roles by 2026.

Adequate wages

Disclosure S1-10

Sonae is committed to ensuring that all employees receive fair and adequate wages aligned with industry standards, legal requirements, and market benchmarks. Employee compensation is regularly reviewed to guarantee competitiveness, internal equity, and compliance with national regulations in all geographies where Sonae operates.

The company follows a structured remuneration policy ensuring that wages meet or exceed minimum legal requirements and living wage standards. Additionally, Sonae offers comprehensive benefits, including healthcare, retirement plans, and performance-based incentives, further reinforcing its commitment to employee well-being and financial security.

Through regular benchmarking and periodic assessments, Sonae ensures that its workforce is fairly compensated, supporting economic stability and employee satisfaction across all business units.

Benchmark used

The disclosure states that wages "meet or exceed minimum legal requirements and living wage standards" but does not specify:

• Which living wage benchmark is used (e.g., Fair Wage Network, WageIndicator, Anker Methodology, Global Living Wage Coalition)
• Whether an internal or external methodology is applied
• How living wage is calculated or what constitutes a living wage in Sonae's context

Coverage and assessment

No information is provided on:

• What proportion of the workforce was assessed against a living wage benchmark
• What proportion earns at or above a living wage
• Whether the assessment covers only own employees or extends to contractors/non-employees

Geographic scope

The policy applies to "all geographies where Sonae operates" but no specific countries or regions are identified, nor are any exclusions mentioned.

Targets and commitments

No forward-looking targets or commitments are disclosed (e.g., achieving 100% coverage by a specific date, extending to value chain workers).

Methodology

No details provided on:

• How living wage is calculated
• Frequency of reassessment
• Whether contractor wages are included
• Whether benchmarking is against external standards or internal criteria

Social protection

Sonae ensures that all employees are covered by comprehensive social protection measures, safeguarding them against income loss due to sickness, unemployment, workplace injury, disability, parental leave, and retirement.

In all geographies where Sonae operates, the company complies with national labour laws and social security regulations, guaranteeing employee access to statutory protections such as healthcare, unemployment benefits, and pension schemes. Additionally, Sonae enhances these protections through supplementary benefits, including private health insurance, occupational health programs, paid parental leave, and retirement plans, reinforcing its commitment to employee security and well-being.

Coverage approach

• Public scheme: Compliance with national labour laws and social security regulations in all operating geographies
• Private/supplementary scheme: Private health insurance, occupational health programs, paid parental leave, and retirement plans

Additional context

The disclosure confirms comprehensive coverage across major life events (sickness, unemployment, employment injury, parental leave, retirement) through both public statutory schemes and supplementary private benefits. However, specific percentage coverage metrics and country-by-country breakdowns are not provided. No specific exclusions are mentioned.

Persons with disabilities

Accounting Principles

The number of employees with reported disabilities is determined by aggregating the total headcount of employees with a disability.

• Portugal: All employees with a disability degree above 60% were considered
• France: All employees with a disability degree above 50% were considered
• Exclusions: Musti and Druni are not included. Due to data protection laws, Musti cannot report the number of employees with disabilities, as regulations restrict the collection of sensitive personal data.

In 2024, the number of employees with reported disabilities at Sonae increased to 457 (from 375 in 2023), reflecting the company's continuous efforts to promote inclusivity and diversity in the workforce.

Employees with disabilities by business unit and gender

In 2024, professional training and reskilling remained priorities, reflecting the accelerated pace of technological transformation and the need to prepare for the future of work.

In this context, we continued pushing hard to grow Reskilling 4 Employment (R4E) programs, with a particular focus on PRO_MOV and the New Career Network (NCN) platform. Launched in 2021, PRO_MOV has already achieved highly impactful results, expanding to several Portuguese regions and training over 1,250 people across various sectors, supported by 153 partner companies. In 2024, we launched the NCN platform, leveraging Artificial Intelligence to enhance reskilling and recruitment processes. With 49 active courses and strong engagement from more than 4,800 participants, NCN is establishing itself as a credible and innovative platform for reskilling individuals and preparing them for the job market.

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

At Sonae, our success is powered by the drive, talent, and resilience of more than 57,000 people who push boundaries every day. We are a team that never stands still—constantly learning, evolving, and challenging ourselves to be better. Through more than one million hours of training each year, we invest in our people's skills and adaptability to thrive in an era of unprecedented transformation.

Health and safety metrics

Coverage by health and safety management system

In 2024, 100% of Sonae's workforce was covered by certified Health & Safety Management Systems across its operations.

Fatalities

In 2024, Sonae recorded zero fatalities across all operations.

Work-related accidents

Work-related accident figures exclude Público, Druni and Musti.

Rate of recordable work-related accidents (per one million hours worked):

• Workforce: 15.19
• Employees: 14.40
• Non-employees: 79.97

Work-related ill health

In 2024, Sonae recorded a total of 60 cases of work-related ill health among employees:

• Retail: 56 cases
• Other Businesses: 4 cases
• Real Estate and Sonaecom: 0 cases

Days lost

In 2024, Sonae recorded a total of 35,016 days lost due to work-related incidents:

• Retail: 34,824 days
• Real Estate: 128 days
• Other Businesses: 64 days
• Non-employees: 125 days

Musti and Público were excluded from these figures.

Methodology notes

Number of Work-Related Accidents: consolidated count of incidents involving employees during the reporting period.

Rate of Recordable Work-Related Accidents: measures the frequency of work-related accident cases per one million hours worked. Calculated by dividing the total number of reported accidents during the reporting period by the aggregated working hours of all employees and multiplying the result by one million.

Number of Cases of Recordable Work-Related Ill Health: total number of officially documented instances of occupational illnesses that are recognized as being caused or aggravated by work-related activities, recorded in accordance with occupational health and safety regulations and classified based on medical diagnosis and legal reporting requirements.

Number of Days Lost: calculated from the first full day of absence following a work-related accident or illness through the last full day of absence.

Work-life balance metrics

Entitlement and uptake of family-related leave

Sonae ensures that all employees are entitled to family-related leave in accordance with employment terms, labor laws, and company policies. This includes leave for parental responsibilities and caregiving needs.

Percentage of employees entitled to take family-related leave that took family-related leave (%)

These figures exclude Público, Druni and Musti.

Accounting Principles

Family-Related leave: includes time-off for maternity leave, paternity leave, parental leave, breastfeeding, birth, adoption, and caring for sick children or relatives. It does not include time off for employees' own medical appointments, pregnancy-related illness outside parental leave, or bereavement leave. Additionally, unspecified leave of absence is not classified as family-related leave.

Family-related leave rate: calculated by dividing the number of distinct employees of each gender who have taken family-related leave by the total number of employees entitled to it, based on the S1-6 headcount definition.

Additional context

Work-life balance extends beyond family responsibilities, ensuring fair time allocation between work and personal life, in line with applicable laws and employment contracts.

Sonae's Plan for Gender Equality includes targeted initiatives to ensure equitable opportunities, support for parental leave, flexible working arrangements, and measures to eliminate gender pay gaps.

Incidents, complaints and severe human rights impacts

Accounting Principles

Number of reported incidents: the total count of formal legal actions, complaints, or identified instances of non-compliance reported through official channels, including grievance mechanisms, audits, or monitoring programs.

Number of complaints: the total number of formal complaints filed through Sonae's internal grievance mechanisms or external complaint channels.

Incidents of discrimination, including harassment (2024)

In 2024, a total of 67 incidents related to discrimination, including harassment, were formally reported across Sonae's Business Units.

Complaints filed through grievance mechanisms (2024)

In 2024, a total of 5 complaints were formally filed by Sonae employees through established grievance channels.

Severe human rights impacts

Sonae hasn't reported any severe human rights incidents connected to the workforce, nor any fines, penalties and compensation for damages related to severe human rights incidents in the workforce.

Fines, penalties and compensation

Sonae doesn't have information about reconciliation of fines, penalties, and compensation for damages as result of violations regarding work-related discrimination and harassment.

Reflecting its ESG commitment across the value chain, Sonae assessed almost 2,000 own-brand suppliers in 2024, achieving a 90% compliance rate with ESG criteria.

Community support expanded, with donations increasing by 3%, and employees dedicating more than 4,900 hours to volunteering through Sonae4All and Missão Continente.

Total donations increased yet another year to a total of €34m. These include donations to charity, education, culture, health and science.

Our commitment to people is reflected in the initiatives we promote in training, inclusion, well-being, and the development of the communities where we operate.

Sonae invested €2.8m in sustainability campaigns, engaging over 8 million customers in more sustainable consumption behaviours.

We expanded our electric vehicle charging network for customers and employees, contributing to the decarbonization of the transportation sector.

To support this governance structure, the Board delegates specific oversight responsibilities to various governance bodies, which are clearly defined and reflected in their respective terms of reference. The Board Audit and Finance Committee ensures internal control mechanisms and risk mitigation strategies are effectively implemented, while the Statutory Audit Board supervises compliance with risk management frameworks, internal audit effectiveness, and financial reporting integrity.

Sonae has an Ethics Committee (chaired by a Non-Executive Director) with specific competencies in overseeing compliance with the Sonae's Code of Ethics and Conduct.

The diversity of experience among the members of the Board enhances its capacity to ensure ethical practices across all aspects of the company's operations. Members with expertise in governance and compliance provide the necessary skills to establish and monitor robust systems for ethical oversight, risk management, and anti-corruption policies.

Sonae ensures that its highest governance body is well-equipped to manage sustainable development through a strategic approach that prioritizes diverse expertise, continuous education, and informed decision-making.

Reflecting its ESG commitment across the value chain, Sonae assessed almost 2,000 own-brand suppliers in 2024, achieving a 90% compliance rate with ESG criteria.

Members with expertise in governance and compliance provide the necessary skills to establish and monitor robust systems for ethical oversight, risk management, and anti-corruption policies.

Payment practices

Disclosure

G1-6 (Payment practices) is classified as Not material in Sonae's sustainability statement materiality assessment.

Relevant financial information

While specific payment practice metrics are not disclosed, the financial statements contain the following relevant information:

Prompt payment discounts

Source: Consolidated income statement - Other income (Note 2.6)

Supplier payment programmes

Sonae subsidiaries participate in supplier payment programmes with financial institutions (supply chain finance/reverse factoring arrangements). As at 31 December 2024, these programmes covered:

• 233 million euros of confirmed credits on 31 December 2024
• 233 million euros of confirmed credits on 31 December 2023

Accounting treatment: Credits remain classified under 'Suppliers' (Trade Payables) until normal maturity when:

• The maturity period corresponds to industry practice
• No changes in payment terms to periods outside normal ranges applicable to other suppliers not in the programme
• The company does not incur net charges with payment anticipation compared to payment at normal maturity

In some situations, subsidiaries receive a commission from financial institutions for credit acquisition.

On invoice due dates, amounts are paid by subsidiaries to financial institutions regardless of whether amounts have been advanced to suppliers.

Trade payables information

As at 31 December 2024:

• Trade payables: disclosed in balance sheet (specific amounts not extracted in payment practice context)
• Fixed assets suppliers: 120,671 thousand euros (100,015 thousand euros on 31 December 2023)

Note: No specific metrics are disclosed for average payment times, standard contractual payment terms by percentage of payments, number/value of legal proceedings for late payment, or prompt payment code compliance.