Sonae SGPS

M&A Activity • Feb 5, 2024

Announcement

(Translation from the Portuguese original)

Maia, 05 February 2024

Sonae SGPS, SA ("Sonae" or "the Group") announces that its subsidiary Sparkfood, SA ("Sparkfood") has made an irrevocable offer and entered into exclusive negotiations for the planned acquisition of a c.89% stake in Diorren SAS ("Diorren"), the holding company of BCF Life Sciences ("BCF"), for a total consideration of 152 million euros, on a cash/debt free basis.

Founded in 1986, and based in Britany, France, BCF produces ingredients for the nutrition industry through an innovative production process supported by circular economy principles. BCF transforms food production waste into high value-added ingredients (amino-acids) which are incorporated into pharmaceuticals, human food, and animal feed, as well as into bio-stimulants for sustainable agriculture. BCF production processes are protected by several IP patents and trade secrets which were internally developed throughout the years and fine-tuned by the current management team. BCF has stable and long-term relationships established with its main customers, notably human and animal food producers that incorporate BCF ingredients in their finished products.

BCF holds a consistent track record of growth and profitability, closing 2023 with a turnover of c.53.5 million euros (CAGR20-23E of +11%), and an EBITDA of c.14.1 million euros (CAGR20-23E of +16%). After the transaction is executed, BCF will continue to be managed by its current management team, who also plans to reinvest in Diorren, and in aggregate, should hold a minority stake of c.11%.

This transaction is fully aligned with Sonae's strategy to create, in Sparkfood, a global platform in the food tech industry, through the acquisition of companies specialised in innovative ingredients, with strong know-how, proven experience and relevant market positions. This transaction also has a strong fit with Sonae's commitment to a more sustainable future, as it represents an important investment in the circular economy, while contributing to the expansion of the Group's international footprint.

The execution of the present agreement is subject to the satisfaction of customary conditions, including legal and regulatory, for a transaction of this nature. Sonae expects the closing of the transaction to occur in the first half of 2024.

The Representative for Market Relations,

Head Office Lugar do Espido, Via Norte, Maia Share Capital: €2,000,000,000.00 Maia Commercial Registry and Fiscal Number 500273170 For further information, please contact the Investor Relations Department at Sonae:

Ricardo Figueiredo da Rocha Head of Investor Relations / Sonae T. +351 220 104 794 // E. rjfrocha@sonae.pt www.sonae.pt