AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Sonae SGPS

Earnings Release Nov 27, 2025

1901_10-q_2025-11-27_7ebc3709-56eb-4a48-a27c-c3d89cd3d108.pdf

Earnings Release

Open in Viewer

Opens in native device viewer

Results report

9M25

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.

CEO letter

Dear all,

This quarter once again highlights Sonae's ability to grow with discipline and purpose as a diversified group of leading companies. After successfully integrating new businesses and consolidating partnerships, we are now starting to benefit from a stronger and more cohesive portfolio.

MC's grocery segment delivered a strong LfL growth of 9.0% in the quarter, a notably robust performance, supported by solid volumes growth. Profitability also improved, reflecting our disciplined execution. In Health, Wellness & Beauty (HWB), performance was equally robust, with a solid 6.9% LfL growth supported by the excellent performances of both Wells and Druni. Druni continued to expand rapidly, having opened its first store in Portugal. Across these businesses, we continued to strengthen our leadership positions - with Continente consolidating its lead in Portuguese grocery retail, and Wells, Druni and Arenal reinforcing their presence in HWB in Iberia.

Worten maintained its positive commercial momentum, delivering sales growth of 7.9% in the quarter. This solid performance reflects the resilience of its core categories - namely, home appliances and electronics - and the success of its omnichannel strategy, with online sales growing at double-digit rates. The services business also continued to grow and expand internationally, with a highlight to the opening of the first iServices store in the Netherlands.

Musti maintained its strong growth trajectory, with sales up 14% yoy, underpinned by continued progress across the Nordics, through expansion and stronger LfL sales, and the positive contribution of Pet City in the Baltics. Profitability strengthened as well, with improvements in gross margin and EBITDA, even amid a highly competitive market environment. We remain confident in Musti's ambition to evolve from the leading pet care retailer in the Nordics into a relevant player in the European market.

In Sierra, a major highlight this quarter was the completion of the acquisition of Unibail-Rodamco-Westfield's Real Estate Management (URW REM) division, which positioned the company as the second-largest shopping centre property manager in Germany. Alongside this milestone, Sierra's European shopping centre portfolio maintained solid operational momentum, with tenant sales growing at a 6.1% LfL, nearly full occupancy rates, and robust rent collections.

NOS strengthened its profitability this quarter, underpinned by rigorous management and a sharp focus on efficiency, despite the demanding conditions in the Portuguese telecommunications market. Looking ahead, NOS remains well positioned to sustain its path of profitable growth, leveraging efficiency, innovation, and service excellence to navigate a challenging market with confidence.

Sonae advanced further on its deleveraging path this quarter, with consolidated net debt decreasing to €1.8bn, driven by robust cash generation. Our loan-to-value ratio also improved, benefiting from both lower debt and higher NAV, which reached a record €5bn. NAV per share rose 9% yoy, underscoring the strength of our businesses and the sustained value creation across our portfolio.

As part of our active portfolio management, we completed the sale of the MO and Zippy fashion banners early in the quarter. We also advanced cross-business synergies, strengthening competitiveness and customer experience through initiatives such as the launch of Worten Life, a new loyalty programme linked to the Continente card ecosystem; the relaunch of Universo+, with expanded benefits across Sonae banners; and Musti's own brand pet food launch in Continente stores.

In October, we announced a leadership transition at Worten, with Minette Bellingan succeeding Miguel Mota Freitas as CEO. I sincerely thank Miguel for his contribution to consolidating Worten's market leadership and warmly welcome Minette, whose international and digital expertise will be key to drive the company's next phase of growth.

Looking ahead, we will stay focused on executing our strategy and leveraging our portfolio's strength to capture new growth opportunities. I want to thank the incredible Sonae team for the outstanding work and commitment - together, we're building a stronger and more innovative company for the future.

Cláudia Azevedo

CEO

Overview

Key Financial Indicators

  • Consolidated turnover rose on a comparable basis 10% yoy and 7.8% in total to €2.9bn in 3Q25 (€8.2bn in 9M25), driven by strong performances from: (i) MC, with double digit growth in grocery and HWB, (ii) Worten, supported by core categories and (iii) Musti, benefiting from a solid display in the Nordics.
  • Underlying EBITDA grew by 20% yoy on a comparable basis and by 16.8% yoy in total to €312m in 3Q25 (€786m in 9M25), reflecting stronger operating performance at MC, supported by topline growth and efficiency gains.
  • As a result, consolidated EBITDA reached €336m in the quarter, up by 13.2% yoy (€861m in 9M25), also reflecting higher profitability of NOS.
  • Net result (group share) reached €98m in 3Q25, up by 34.4% yoy (€200m in 9M25), supported by the improved operational performance and lower financial costs, underpinned by the reduction in net debt and a lower average cost of debt.
  • Consolidated net debt decreased to €1.8bn at the end of Sep-25 (-€45m yoy; -€176m qoq), driven by the evolution of operational cash flow. The Group's balance sheet remains strong, with a comfortable 3.4 years debt maturity and loan-to-value reducing by 1.5 p.p. yoy to 13.6%.
  • Sonae's NAV, valued at market references, surpassed €5.0bn, up by 5.7% qoq (9.1% yoy), mainly fuelled by the improved valuations of MC and Sierra, as NAV per share reached €2.58. Sonae's share price maintained its positive momentum, increasing 10.8% in the quarter, thus further reducing the gap to NAV.

Portfolio Management Activity

• On July 24, Sonae announced the completion of the sale of its fashion retail banners, MO and Zippy, following the agreement announced in May.

Key data (€m) 3Q24 3Q25 yoy 9M24 9M25 yoy
Income Statement
Turnover 2,699 2,910 7.8% 6,966 8,163 17.2%
Underlying EBITDA 268 312 16.8% 611 786 28.6%
Underlying EBITDA margin 9.9% 10.7% 0.8 p.p. 8.8% 9.6% 0.9 p.p.
EBITDA 297 336 13.2% 706 861 21.8%
EBITDA margin 11.0% 11.5% 0.6 p.p. 10.1% 10.5% 0.4 p.p.
Direct Result 103 131 27.1% 195 250 27.7%
Net result group share 73 98 34.4% 145 200 37.6%
Balance sheet and Cash Flow
Operational cash flow 184 191 - -53 -88 66.7%
Sale of assets 50 29 -41.8% 83 61 -26.1%
M&A capex -287 -34 - -1,071 -80 -
Free cash flow before dividends paid -60 175 - -1,002 -62 -
Dividends paid 0 0 - -154 -163 -
Consolidated Net debt (EoP) - - - 1,837 1,791 -2.5%
NAV (€m) Sep.24 Jun.25 Sep.25 yoy qoq
Retail 3,042 3,048 3,315 9.0% 8.7%
Real estate 1,077 1,124 1,152 7.0% 2.5%
Telco and technology 935 963 986 5.4% 2.4%
Other investments * 358 370 353 -1.4% -4.6%
o.w. Sparkfood 261 269 257 -1.3% -4.4%
Holding ** -814 -756 -788 -3.2% 4.3%
NAV 4,599 4,749 5,018 9.1% 5.7%
NAV per share (€) *** 2.37 2.44 2.58 8.8% 5.7%
Market capitalization *** 1,839 2,349 2,602 41.5% 10.8%
0.95 1.21 1.34 41.0% 10.8%
Share price (€)

* Includes Sparkfood, Universo and Salsa (MO/Zippy fashion banners until Jun.25). **Includes: Real estate, holding costs, avg. normalized net debt and minorities. Please refer to the glossary. ***Excludes own shares. Note: NAV is based on market references. For further details, please refer to the Investor Kit at www.sonae.pt.

TSR (%) 1Y 3Y 5Y
Total Shareholder return * 49% 91% 204%

* Source: Bloomberg. Total cumulative return.

Portfolio

Retail

MC

1

75% stake, fully consolidated

MC's grocery division achieved strong growth in 3Q25, with Continente sustaining its market share gains and further consolidating its position as Portugal's leading grocery retailer. LfL sales grew 9.0% in 3Q25, primarily reflecting solid volume growth, driving sales up 10% yoy to €1.9bn. uEBITDA margin was up by 1.1 p.p. to 11.2% in 3Q25, as strong sales increase and continued efficiency improvements helped to offset ongoing cost inflation and competitive pressures.

In Health, Wellness and Beauty (HWB), revenues were up 12.3% to €436m in 3Q25, with both Wells and Druni group strengthening their market positions

across Iberia despite the challenging competitive context. Topline evolution was fuelled by a solid 6.9% LfL increase, backed by strong performances of Druni (consolidated since 3Q24) and Wells, along with continued network expansion. uEBITDA margin rose by 0.5 p.p. to 14.3% in 3Q25, reflecting Druni's margin improvement supported by greater operational efficiency.

Overall, MC delivered strong topline growth in 3Q25, with an increase of 10.4% yoy to over €2.3bn. Profitability also improved, with uEBITDA margin expanding by 1.0 p.p. yoy to 11.8%, supported by stronger performance across both the grocery and HWB segments. EBITDA reached €260m, up by 14.9% yoy1 ..

MC continued to advance its network expansion, opening 5 grocery stores in 3Q25 (9 YTD) and 16 in HWB (28 YTD). Notably, Druni marked its entry into Portugal with the opening of its first store in the center of Porto during the quarter.

Worten

100% stake, fully consolidated

Amid a challenging market environment marked by intense promotional activity, Worten delivered solid turnover growth of 7.9% yoy in 3Q25, supported by a strong LfL of 6.9%.

Performance was driven primarily by higher volumes in core categories (electronics and home appliances), while services and new product categories maintained a positive momentum. The online channel also posted an exceptional performance, with sales up 26% yoy in 3Q25, now accounting for 19% of total turnover.

In 3Q25, uEBITDA totalled €21.0m, broadly in line with last year, with a margin of 5.6%, and showing a positive qoq trend in profitability recovery. Strong topline growth was still impacted by higher logistics, reflecting higher stock levels and strategic investments - such as the new logistics platform near Lisbon alongside broader inflationary pressures.

In strategic developments, Worten recently launched "Worten Life", a new loyalty program that integrates the brand into the ecosystem of "Cartão Continente"- the loyalty platform of Sonae's food retail division. This initiative enables customers to earn or burn their Continente card balance through purchases at Worten, strengthening cross-brand synergies and enhancing the overall customer experience.

iServices, the Group's international mobile phone repair banner, continued to drive the expansion of the retail footprint and international presence, opening its first store in the Netherlands, in a high-traffic location in Amsterdam, enhancing customer proximity. YTD, iServices opened 21 new stores, ending the quarter with 114 locations across Portugal (69), Belgium (23), France (14), the Canary Islands (7), and the Netherlands (1).

Includes an extraordinary cost of €13.5m related to a price adjustment on the acquisition of Druni which is not allocated to either Grocery or HWB segments.

Musti

c.81% stake, fully consolidated

Musti reported its 3Q25 results to the market on November 12th before market opening, reporting market share gains and a continued improvement in gross margin, further strengthening its leadership position in a rebounding pet care market.

Sales increased by 14.2% yoy to €127.3m in 3Q25, supported by the consolidation of Pet City and solid growth across the Nordic operations. Online sales rose 4.5% yoy to €28.5m, representing 22.4% of total sales.

Topline growth was underpinned by a LfL sales increase of 2.3% (up from -0.9% in 3Q24), reflecting Musti's ability to expand its customer base despite a highly competitive environment. In the Baltics, while Pet City does not yet contribute to LfL figures, sales performance remains strong, with a positive outlook as product assortments are optimized and Musti's ownbrand portfolio is introduced into these markets.

Gross margin improved to 44.3% in 3Q25 (from 43.2% in 3Q24), supported by the higher share of own-brand food production at Musti's factory. uEBITDA increased to €16.9m, with a margin of 13.3% (€16.5m and 14.8% in 3Q24), still reflecting ongoing investments in growth and increased operating expenses.

Further details can be found in the company's website available here.

Real Estate

Sierra

100% stake, fully consolidated

Sierra delivered another positive quarter, fuelled by (i) sustained momentum across its European shopping centre portfolio; (ii) exceptional performance in its services businesses, highlighted by strategic achievements that lay the foundation for future growth; and (iii) continued advancement in its developments projects.

In 3Q25, the European shopping centre portfolio delivered remarkably strong performance, with tenant sales up 6.1% on a LfL basis, contributing to healthy and sustainable occupancy cost ratios. This performance is further underpinned by near full occupancy rates and robust rent collections. During the quarter, Sierra continued to position its shopping centre portfolio as a top destination for new concepts and brands, advancing strategic expansions and refurbishments that unlock long term value and growth potential. The company also continued to actively manage its portfolio through capital recycling initiatives, including the sale of its stake in Fashion City Outlet in Greece, thereby optimizing the return efficiency of its portfolio.

Within services, Sierra became the second-largest shopping centre property manager in Germany following the completion of the acquisition of Unibail-Rodamco-Westfield's Real Estate Management (URW REM) division in October. This transaction marks a key step in expanding Sierra's third-party services in the country, bolstering its leadership in the shopping centre sector and supporting the company's international growth strategy. In Investment Management, the company continued to advance the structuring of new

investment vehicles, aiming to expand into new verticals while safeguarding and optimizing existing portfolios.

Developments activity remained strong, with continued progress in the execution and commercialization of its pipeline. Sierra sustained its strategic focus on the residential sector, advancing six projects across Portugal and Spain, that span both build-to-sell and build-to-rent models.

In 3Q25, Sierra's net result rose to €21m (+4.7% yoy), driven by the positive operational performance in both the shopping centre portfolio and services. NAV reached €1.2bn at the end of September, up by 7% yoy.

Telco & Technology

Sonae's investments in the Telco & Technology areas are concentrated in Sonaecom which published its 3Q25 results on November 3rd. Further details on these areas' performance can be found at Sonaecom's announcement available here.

NOS

37.4% stake, equity consolidated1

NOS reported its 3Q25 results to the market on October 27th, delivering profitability growth on the back of a disciplined execution and a continued focus on operational excellence, despite the challenging landscape in the Portuguese telecommunications market.

Consolidated revenues reached €457m in 3Q25 (-1.2% yoy), strongly impacted by the decline in the Cinema & Audiovisuals business, due to weaker blockbuster performance - in contrast with 3Q24, which featured the mostwatched film ever in Portugal. Consolidated EBITDA increased by 2.7% to €223m, driven by robust performances in both the Telecommunications and IT businesses. Further details are available on the company's website here.

On Sonae's consolidated accounts, NOS equity method results reached €23.4m in 3Q25, increasing by 32% yoy, primarily driven by the company's strong operational performance.

Corporate information

Main announcements during 2025 are published in www.sonae.pt/en/ and www.cmvm.pt (market regulator).

Subsequent events

October 20th: Sonae SGPS, SA informed on change to the composition of the Statutory Audit Board.

Sonae

Consolidated Accounts (€m)

Income Statement 3Q24 3Q25 yoy 9M24 9M25 yoy
Turnover 2,699 2,910 7.8% 6,966 8,163 17.2%
Underlying EBITDA 268 312 16.8% 611 786 28.6%
margin 9.9% 10.7% 0.8 p.p. 8.8% 9.6% 0.9 p.p.
Equity method results* 30 39 31.6% 106 106 0.2%
Sierra 13 15 15.1% 39 41 6.3%
NOS 18 23 32.3% 71 64 -10.5%
Others -1 1 - -4 1 -
Non-recurrent items -1 -16 - -10 -31 -
EBITDA 297 336 13.2% 706 861 21.8%
margin 11.0% 11.5% 0.6 p.p. 10.1% 10.5% 0.4 p.p.
D&A and Provisions and Imp. -135 -148 -10.0% -355 -439 -23.6%
EBIT 162 188 15.9% 351 422 20.1%
Net Financial results -52 -42 18.3% -135 -139 -3.5%
Taxes -7 -14 -103.0% -21 -33 -54.4%
Direct result 103 131 27.1% 195 250 27.7%
Indirect result -2 0 90.9% 3 20 -
Net result 101 131 30.1% 199 270 35.9%
Non-controlling interests -28 -33 -18.7% -54 -70 -31.2%
Net result group share 73 98 34.4% 145 200 37.6%

* Equity method results: include direct income by equity method results (Sierra and NOS), income related to investments consolidated by the equity method and discontinued operations results.

Note: The consolidated financial information contained in this report was prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. The financial information regarding quarterly and semi-annual figures was not subject to audit procedures.

Balance Sheet Sep.24 Jun.25 Sep.25
Investment properties 331 338 338
Net fixed assets 3,028 3,067 3,090
Right of Use assets 1,507 1,487 1,495
Financial investments 2,039 2,082 2,110
Goodwill 1,403 1,415 1,415
Working capital -1,087 -1,006 -1,095
Invested capital 7,220 7,383 7,353
Equity & minorities 3,652 3,706 3,842
Net debt (EoP) 1,837 1,968 1,791
Net financial debt 1,832 1,971 1,796
Net shareholder loans 4 -3 -5
Lease liabilities 1,731 1,709 1,720
Sources of financing 7,220 7,383 7,353
Cash flow L12M
Sep.24
L12M
Sep.25
EBITDA 1,116 1,189
Other operational flows ** -606 -547
Working capital var. and others 104 54
Operational capex -468 -471
Operational cash flow 147 225
Net financial activity -72 -80
M&A capex -1,118 -130
Sale of assets 400 83
Dividends received 107 111
FCF before dividends paid -537 208

**Other operational flows = - Equity Method results + Rents - Capital Gains + Taxes

Glossary

Capex Investments in tangible and intangible assets and investments in acquisitions. For NOS it
includes right of use.
Cash-on-cash ratio Exit value of the investment divided by the initial investment.
Direct result Results before non-controlling interests excluding contributions to indirect results.
(Direct) EBIT Direct EBT - financial results.
EBITDA Underlying EBITDA + equity method results + non-recurrent items.
EBITDA margin EBITDA / turnover.
Indirect result Includes Sierra's results, net of taxes, arising from: (i) investment property
valuations; (ii) capital gains (losses) on the sale of financial investments, joint
ventures or associates; (iii) impairment losses of non-current assets (including
goodwill) and (iv) provision for assets at risk. Additionally and concerning the
remaining Sonae's portfolio, it incorporates: (i) impairments in retail real estate
properties; (ii) reductions in goodwill; (iii) provisions (net of taxes) for possible
future liabilities and impairments related with non-core financial investments,
businesses, assets that were discontinued (or in the process of being
discontinued/repositioned); (iv) results from mark-to-market methodology of other
current investments that will be sold or exchanged in the near future and from other
related income (including dividends); and (v) other non-relevant issues.
Investment properties Shopping centres in operation owned and co-owned by Sierra.
Lease Liabilities Net present value of payments to use the asset.
Like for Like sales (LfL) Sales made by omnichannel stores that operated in both periods under the same
conditions. Excludes stores opened, closed or which suffered major upgrade works
in one of the periods.
Loan to Value (LTV) –
Holding
Holding net debt (normalized average) / NAV of the investment portfolio plus
Holding net debt (normalized average).
For the calculation of the LTV, net debt was adjusted in 2Q25 to more accurately
reflect underlying cash flow dynamics: operational cash flows are considered as
the average of the last four quarters to neutralize seasonality, while non
operational cash events are accounted for in full in the quarter they occur. Figures
reported since 1Q23 have been restated accordingly.
Loan to Value (LTV) –
Sierra
Total debt / (Investment properties + properties under development), on a
proportional basis.
INREV NAV Sierra Open market value attributable to Sierra - net debt - minorities + deferred tax liabilities.
Net asset value (NAV) of
the investment portfolio
Market value of each Sonae's businesses – Net debt (normalized average) – minorities
(book value). Sonae's NAV is based on market references, such as trading multiples of
comparable peers, external valuations, funding rounds and market capitalisations.
Valuation methods and details per business unit are available in Sonae's Investor Kit at
www.sonae.pt.
Net debt Bonds + bank loans + other loans + shareholder loans – cash - bank deposits - current
investments - other long-term financial applications.
Net financial debt Net debt excluding shareholders' loans.
Net invested capital Total net debt + total shareholders' funds.
Other loans Bonds and derivatives.
Right of use (RoU) Lease liability at the beginning of the lease adjusted for, initial direct costs, advance rent
payments and possible lease discounts.
Total Net Debt Net Debt + lease liabilities.
Total Shareholder Return
(TSR)
Profit or loss from net share price change, plus any dividends received over a given
period.
Underlying EBITDA Recurrent EBITDA from the businesses consolidated using the full consolidation method.
Underlying EBITDA margin Underlying EBITDA / turnover.

Consolidated Financial Statements 9M25

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER OF 2025 AND 2024

(Amounts stated in thousand euros)

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

Sales
2.2
2,812,879
2,611,429
7,877,166
Services rendered
2.2
97,223
87,744
285,715
Change in value of investment properties


(217)
Gains and losses on investments
(11,377)
6,465
(7,133)
Gains and losses on investments recorded at fair value through profit or loss
(1,316)
(2,369)
(19,490)
Other income
2.3
53,603
44,467
139,228
Cost of sales
(2,019,838)
(1,872,521)
(5,604,651)
Changes in production
(90)
(754)
(5,604)
Supplies and external services
(261,006)
(251,879)
(745,238)
Employment costs
(346,725)
(329,677)
(1,092,270)
Other expenses
(27,881)
(27,662)
(80,067)
3.4, 3.5
Depreciation and amortisation
(147,656)
(139,137)
(437,049)
and 3.6
Impairment losses
(10)
4,260
667
Provisions
(276)
(373)
(3,204)
Profit/(loss) before financial interests, dividends, share of profit or loss of
147,530
129,993
307,853
joint ventures and associates and tax
Share of profit or loss of joint ventures and associates
3.2.2
39,776
28,734
133,824
Financial income
5.5
5,716
26,301
17,593
Financial expense
5.5
(48,122)
(78,235)
(156,869)
Profit/(loss) before tax
144,900
106,793
302,401
Income tax
(14,058)
(6,190)
(32,532)
Consolidates profit/(loss) for the period
130,842
100,603
269,869
Consolidated profit/(loss) for the period attributable to shareholders of
97,694
72,673
199,608
the parent company
Consolidated profit/(loss) for the period attributable to non-controlling
5.1
33,148
27,930
70,261
Notes 3rd quarter
2025
3rd quarter
2024
restated
30 Sep 2025 30 Sep 2024
restated
Note 1.2
6,708,822
257,572
4,340
15,230
(3,510)
131,049
(4,807,219)
(1,922)
(676,245)
(939,169)
(85,344)
(357,326)
(4,239)
(728)
241,311
114,595
64,871
(199,417)
221,361
(22,778)
198,583
145,013
interests 53,570
Earning per share
Basic
5.2
0.02270
0.03775
0.10278
0.07521
Diluted
5.2
0.02256
0.03745
0.10186
0.07461

The accompanying notes are part of these consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 SEPTEMBER OF 2025 AND 2024

(Amounts stated in thousand euros)

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

Notes 3rd quarter
2025
3rd quarter
2024
restated
30 Sep 2025 30 Sep 2024
restated
Note 1.2
Consolidated net profit /(loss) for the period 130,842 100,603 269,869 198,583
Items from other comprehensive income that may be subsequently
reclassified to the income statement:
Exchange differences on translation of foreign operations (6,764) (2,265) (4,808) 2,038
Participation in other comprehensive income, net of tax, relating to
associates and joint ventures accounted for using the equity method
3.2.2 6,656 (10,356) 3,077 (37,872)
Changes in fair value of cash flow hedges 5,811 (6,120) (8,055) (5,956)
Income tax related to components of other comprehensive income (1,300) 335 84 617
Items from other comprehensive income that may be
subsequently reclassified to the income statement
4,403 (18,407) (9,702) (41,173)
Items from other comprehensive income that won't be reclassified
subsequently to the income statement:
Participation in other comprehensive income, net of tax, relating to
associates and joint ventures accounted for using the equity method
3.2.2 (898) (1,562)
Changes value of financial assets at fair value, net of taxes (7) (203) (740)
Items from other comprehensive income that were reclassified to
the income statement:
(7) (1,102) (2,302)
Total other comprehensive income for the period 4,396 (18,407) (10,803) (43,475)
Total comprehensive income for the period 135,238 82,196 259,066 155,108
Attributable to:
Shareholders of the parent company 102,078 54,674 190,038 102,033
Non controlling interests 33,160 27,522 69,028 53,075

The accompanying notes are part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER OF 2025 AND 2024 AND 31 DECEMBER 2024

(Amounts stated in thousand euros)

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

Notes 30 Sep 2025 30 Sep 2024
restated
Note 1.2
31 Dec 2024
Assets
Non-current assets:
Property, plant and equipment 3.4 2,092,082 2,025,023 2,074,770
Intangible assets 3.5 997,825 1,002,718 995,214
Right of use assets 3.6 1,495,465 1,506,514 1,526,177
Investment properties 337,899 331,112 337,220
Goodwill 3.1 1,415,306 1,403,129 1,411,774
Investments in joint ventures and associates 3.2 1,812,849 1,770,686 1,785,302
Financial assets at fair value through profit or loss 3.3.1 258,780 238,967 229,795
Financial assets at fair value through other comprehensive income 3.3.2 8,709 8,745 8,709
Other investments 23,069 20,338 17,332
Deferred tax assets 4.1 330,189 298,814 360,466
Other non-current assets 49,766 46,886 52,895
Total non-current assets 8,821,939 8,652,932 8,799,654
Current assets:
Inventories 1,287,955 1,173,854 1,243,966
Trade receivables and other current assets 465,123 514,565 584,479
Income tax 44,589 72,203 69,642
Other tax and contributions 21,090 27,900 28,996
Other investments 1,036 1,480 1,419
Cash and cash equivalents 5.4 485,091 497,098 599,909
Total current assets 2,304,884 2,287,100 2,528,411
Non-current assets classified as held for sale 6,500 6,500
Total assets 11,133,323 10,940,032 11,334,565

The accompanying notes are part of these consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 SEPTEMBER OF 2025 AND 2024 AND 31 DECEMBER 2024

(Amounts stated in thousand euros)

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

Notes 30 Sep 2025 30 Sep 2024
restated
Note 1.2
31 Dec 2024
Equity and liabilities
Equity:
Share capital 2,000,000 2,000,000 2,000,000
Own shares (61,882) (67,669) (67,652)
Legal reserve 323,532 318,889 318,889
Reserves and retained earnings 682,381 585,200 589,658
Profit/(loss) for the period attributable to shareholders of the parent company 199,608 145,013 222,665
Equity attributable to shareholders of the parent company 3,143,639 2,981,433 3,063,560
Equity attributable to non-controlling interests 5.1 698,615 670,900 677,292
Total equity 3,842,254 3,652,333 3,740,852
Liabilities
Non-current liabilities:
Loans 5.3 1,868,844 1,987,872 1,975,441
Lease liabilities 1,501,665 1,508,894 1,517,584
Other non-current liabilities 197,188 177,013 178,732
Deferred tax liabilities 4.1 554,866 523,786 565,833
Provisions 6 33,232 22,466 33,660
Total non-current liabilities 4,155,795 4,220,031 4,271,250
Current liabilities:
Loans 5.3 413,794 344,772 197,618
Lease liabilities 217,906 222,548 235,042
Trade payables and other current liabilities 2,331,158 2,324,048 2,695,619
Income tax 36,139 34,760 25,694
Other tax and contributions 130,058 126,694 162,952
Provisions 6 6,219 14,846 5,538
Total current liabilities 3,135,274 3,067,668 3,322,463
Total liabilities 7,291,069 7,287,699 7,593,713
Total equity and liabilities 11,133,323 10,940,032 11,334,565

The accompanying notes are part of these consolidated financial statements.

11

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIDOS ENDED 30 SEPTEMBER OF 2025 AND 2024

(Amounts stated in thousand euros)

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.)

Reserves and Retained Earnings
Notes Share
capital
Own
shares
Legal
reserve
Currency
translation
reserve
Investments
fair value
reserve
Cash-flow hedging
reserve
Other reserves and
retained earnings
Total reserves and
retained earnings *
Net profit/(loss) Total Non controlling
interests
(Note 5.1)
Total equity
Attributable to shareholders of parent company
Balance as at 31 December 2023 2,000,000 (75,407) 305,958 12,027 (7,058) (4,704) 436,849 437,116 357,062 3,024,729 437,050 3,461,779
Total consolidated comprehensive income for the period restated 1,338 (1,584) (4,155) (38,579) (42,980) 145,013 102,034 53,075 155,108
Appropriation of consolidated profit/(loss) of 2023:
Transfer to legal reserves and retained earnings 12,931 344,131 344,131 (357,062)
Dividends distributed (109,301) (109,301) (109,301) (51,383) (160,684)
Delivery and allocation of shares to employees 7,738 (5,766) (5,766) 1,973 (1,410) 563
Variation in percentage of subsidiaries (38,128) (38,128) (38,128) 13,891 (24,237)
Acquisitions of affiliated companies (restated) 219,241 219,241
Capital increase 767 767
Others 131 131 131 (330) (198)
Balance as at 30 September 2024 restated 2,000,000 (67,669) 318,889 13,365 (8,642) (8,859) 589,337 585,200 145,013 2,981,433 670,900 3,652,333
Balance as at 31 December 2024 2,000,000 (67,652) 318,889 21,640 (8,606) (7,481) 584,103 589,658 222,665 3,063,560 677,292 3,740,852
Total consolidated comprehensive income for the period (4,944) (181) (6,984) 2,540 (9,568) 199,608 190,039 69,028 259,066
Appropriation of consolidated net profit/(loss) of 2024:
Transfer to legal reserves and retained earnings 4,643 218,022 218,022 (222,665)
Dividends distributed (115,149) (115,149) (115,149) (49,690) (164,839)
Delivery and allocation of shares to employees 5,770 (269) (269) 5,502 (188) 5,314
Variation in percentage of subsidiaries (57) (57)
Acquisitions of affiliated companies 1,015 1,015
Capital increase 359 359
Lose of control of subsidiaries 845 845
Others (313) (313) (313) 11 (302)
Balance as at 30 September 2025 2,000,000 (61,882) 323,532 16,696 (8,788) (14,465) 688,934 682,381 199,608 3,143,639 698,615 3,842,254

* The caption "Other reserves and retained earnings" includes an unavailable reserve for own shares in the amount of 61,882 thousand euros.

The accompanying notes are part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 SEPTEMBER OF 2025 AND 2024

(Amounts stated in thousand euros)

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

3rd quarter
2025
422,765
7,270
5,315
7,513
20,075
4,359
2,858
47,390
(56,172)
(119,114)
(27,678)
(244)
(203,209)
(155,818)
3rd quarter
2024
317,873
50,057
18,062
4,617
2,899
24,794
188
100,615
(247,861)
(138,642)
(432)
741
(386,195)
(285,579)
30 Sep 2025
553,670
60,168
16,298
11,390
24,030
105,238
6,498
223,621
(134,959)
(331,734)
(31,729)
(148)
(498,570)
(274,949)
30 Sep 2024
380,068
94,474
24,341
12,783
2,899
109,830
500
244,827
(1,025,469)
(315,364)
(743)
(652)
(1,342,228)
(1,097,402)
1,739,520 1,204,148 5,057,936 3,480,710
1,526 21,230
1,741,298 1,205,674 5,057,936 3,501,940
(79,074) (77,925) (248,875) (197,350)
(1,906,611) (1,126,497) (4,970,465) (2,570,485)
(24,676) (22,212) (73,170) (72,969)
(6,324) (164,839) (160,650)
(1) (1)
(2,010,361) (1,232,959) (5,457,349) (3,001,455)
(269,063) (27,285) (399,412) 500,485
(2,116) 5,009 (120,691) (216,849)
380 218 (100) 426
276
478,045 487,515 596,139 709,304
475,548 492,305 475,548 492,305

The accompanying notes are part of these condensed consolidated financial statements.

SONAE, SGPS, S.A.

Notes to the Condensed Consolidated Financial Statements for the period ended 30 September 2025

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

(Amounts stated in thousands of euros)

1. Introductory note

1.1 Group's presentation

SONAE, SGPS, S.A. ("Sonae") has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal, and is the parent company of a group of companies.

Shares representing the share capital of Sonae, SGPS, S.A. are listed on the Euronext Lisbon stock exchange. At 30 September 2025, Sonae, SGPS, S.A. is directly and majority owned by Pareuro BV and Efanor Investimentos SGPS, S.E., the latter being the ultimate controlling company.

All amounts in these notes are stated in thousands of euros, rounded to the nearest unit, unless otherwise stated.

Sonae has in its portfolio 6 operating segments:

  • MC is the undisputed leader in the Portuguese food retail market and also operates in complementary businesses to retail activities, as well as in the health, beauty and wellness retail sector in Portugal and Spain;
  • Worten is a leading omnichannel retailer of products and services, with a focus on household appliances and consumer electronics;
  • Musti is the leader in the retail of products and provision of services for pets in the Nordic countries;
  • Sierra is the fully integrated operator in the real estate sector;
  • Bright Pixel is an active and specialised investor with a focus on retail technology, digital infrastructure and cybersecurity; and

• NOS is the leading convergent operator in the Portuguese telecommunications market.

Sonae SGPS, S.A. operates in Portugal, but the Group's business areas also operate internationally.

These segments were identified considering the following criteria/conditions: the fact that they are Group units that carry out activities where revenues and expenses can be separately identified, for which separate financial information is developed, their operating results are regularly reviewed by the Group's management bodies, and decisions are made regarding, for example, resource allocation, the fact that they have similar products/services, and also considering the quantitative threshold (as provided in IFRS 8).

1.2 Restatement of consolidated financial statements

1.2.1 Allocation of the fair value of Musti, BCF and Druni assets and liabilities

Musti

On 7 March 2024, the Group acquired, through the subsidiary Flybird Holding Oy, 76.58% of the share capital of Musti Group Plc ("Musti"), obtaining control of the company. The Group already held a 4.27% stake in Musti prior to this acquisition. Considering the acquisition, the shares already held, and the effect of Musti's own shares, Sonae has a final stake of 81.21%.

Musti, listed on the Helsinki Stock Exchange, is the leader in the retail of products and provision of services for pets in the Nordic countries, with a solid omnichannel value proposition benefiting from a network of more than 340 stores, complemented by specialised e-commerce operations in pet care and food products, offering its customers a strong range of own and exclusive brands.

Regarding the voluntary public offer for the acquisition of all outstanding shares of Musti, which was completed in March 2024, as provided in IFRS 3 – Business Combinations, an assessment of the fair value of the acquired assets and assumed liabilities was carried out with reference to 29 February 2024. The main fair value adjustments made in this process were:

  • i) Musti brand (117 million euros) valued based on the relief-from-royalty method, using discount rates based on the weighted average cost of capital (9.5%) and a royalty rate of 1.5%, and for which no definite life was identified;
  • ii) Customer loyalty program (53 million euros) valued based on the discounted cash flow method, using discount rates based on the weighted average cost of capital (9.5%) and considering an average

  • customer retention rate (13.6%). The said program will be amortised linearly based on the estimated average customer retention period (between 9 and 10 years);
  • iii) Right of use assets, in accordance with IFRS 3, in a business combination, the right of use asset and the corresponding lease liability must be revalued at the acquisition date. From the analysis carried out, no material differences were identified, with only an adjustment of 4 million euros made so that the right-of use asset equals the lease liability.

BCF Life Sciences

In the food innovation sector, in April 2024, Sonae SGPS, S.A., through its subsidiary Sparkfood, S.A., completed the acquisition of a majority stake in the BCF Life Sciences Group ("BCF"). BCF specialises in the extraction of amino acids from keratin. These amino acids are essential for human, animal, and plant health, so the company operates mainly in the pharmaceutical, nutraceutical, infant and medical nutrition, aquaculture, and agriculture sectors.

Following the acquisition, an assessment of the fair value of the acquired assets and assumed liabilities was made. The fair value was determined through various valuation methodologies for each type of asset or liability, based on the best available information. The main fair value adjustments made in this process were:

  • i) Customer portfolio (49.5 million euros) valued based on the discounted cash flow method, using discount rates based on the weighted average cost of capital (10.5%) and considering an average customer retention rate (1% to 9.5%). The said program will be amortised linearly based on the estimated average customer retention period (between 19 and 30 years);
  • ii) Property, plant and equipment (32.2 million euros) valued based on the market approach and cost approach methodologies. The value related to land is not subject to depreciation, and the remaining assets will be depreciated linearly (between 1 and 50 years).

Combination of Druni S.A. and Arenal Perfumerias SLU

In the health, beauty, and wellness sector, Sonae SGPS, S.A., through its subsidiary MCRetail, SGPS, S.A., following the approval of the Spanish Competition Authority, has completed the transaction to combine Druni S.A. ("Druni") and Arenal Perfumerías SLU ("Arenal").

Following the acquisition of Druni, S.A., Druni Andorra, S.L.U., Gil Go, S.A., and Perfumerías Atalaya S.L., an assessment of the fair value of the acquired assets and assumed liabilities was carried out. The fair value was determined using various valuation methodologies for each type of asset or liability, based on the best available information. The main fair value adjustment made in this process was the DRUNI brand, valued at 241 million euros using the relief-from-royalty method, applying discount rates based on a weighted average cost of capital of 8.4% and a royalty rate of 2%. and for which no definite useful life was identified.

Since these acquisitions took place during 2024 and it was only possible to complete the fair value allocation exercise and calculate goodwill during the 2024 financial year, as required by IFRS 3 – Business Combinations, the amounts recognised in Sonae's financial statements were retrospectively adjusted.

The impact of the restatement of the consolidated financial position as of 30 September 2024 was as follows:

30 Sep 2024 Before the restatement Musti BCF Druni After the restatement
Assets
Non-current assets:
Property, plant and equipment and intangible assets 2,541,041 165,847 80,043 240,810 3,027,741
Right of use assets 1,528,248 3,127 - (24,861) 1,506,514
Goodwill 1,625,791 (112,489) (59,870) (50,303) 1,403,129
Other non-current assets 2,712,267 1,073 1,976 231 2,715,547
Total non-current assets 8,407,349 57,558 22,148 165,877 8,652,932
Current assets:
Other current assets 2,291,748 - (4,647) - 2,287,100
Total current assets 2,291,748 - (4,647) - 2,287,100
Total assets 10,699,097 57,558 17,501 165,877 10,940,032
Equity and liabilities
Equity:
Share capital 2,000,000 - - - 2,000,000
Own shares (67,669) - _ - (67,669)
Legal reserve 318,889 - - - 318,889
Reserves and retained earnings 585,202 - (2) - 585,200
Profit/(loss) for the period attributable to shareholders of the parent company 149,279 (3,139) (1,127) - 145,013
Equity attributable to shareholders of the parent company 2,985,701 (3,139) (1,129) - 2,981,433
Equity attributable to non-controlling interests 517,803 24,478 (145) 128,765 670,900
Total Equity 3,503,504 21,339 (1,274) 128,765 3,652,333

30 Sep 2025 Before the restatement Musti BCF Druni After the restatement
Liabilities
Non-current liabilities
Deferred tax liabilities 407,055 36,015 20,282 60,434 523,786
Other non-current liabilities 3,714,033 227 2,134 (20,148) 3,696,246
Total non-current liabilities 4,121,087 36,242 22,417 40,285 4,220,031
Current liabilities:
Other current liabilities 3,074,506 (24) (3,642) (3,173) 3,067,668
Total current liabilities 3,074,506 (24) (3,642) (3,173) 3,067,668
Total liabilities 7,195,593 36,218 18,775 37,113 7,287,699
Total equity and liabilities 10,699,097 57,558 17,501 165,877 10,940,032

1.2.2 Impact of the restatement of the consolidated income statement

Resultant from the effect mentioned at Note 1.2.1 related to the allocation of fair value to Musti and BCF assets, which led to changes in the consolidated income statement on 30 September 2024, the impacts are presented below:

30 Sep 2024 Before the restatement Musti BCF After the restatement
Sales 6,708,822 - - 6,708,822
Services rendered 257,572 - _ 257,572
Change in value of investment properties 4,340 - - 4,340
Gains and losses on investments 15,230 - - 15,230
Gains and losses on investments recorded at fair value through profit or loss (3,510) - - (3,510)
Other income 131,049 - - 131,049
Cost of sales (4,807,219) - - (4,807,219)
Change in production (1,922) - - (1,922)
Supplies and external services (676,245) - - (676,245)
Employment costs (939,169) - - (939,169)
Other expenses (85,344) - - (85,344)
Depreciation and amortisation (350,733) (4,895) (1,698) (357,326)
Impairment losses (4,239) - - (4,239)
Provisions (728) - - (728)
Profit/(loss) before financial interests, dividends, share of profit or loss of joint ventures and associates and tax 247,904 (4,895) (1,698) 241,311
Share of profit or loss of joint ventures and associates 114,595 - - 114,595
Financial income 64,616 256 - 64,871
Financial expense (199,281) (136) - (199,417)
Profit/(loss) before tax 227,834 (4,775) (1,698) 221,361
Income tax (24,018) 816 424 (22,778)
Consolidated profit/(loss) for the period 203,816 (3,959) (1,274) 198,583
Consolidated profit/(loss) for the period attributable to shareholders of the parent company 149,279 (3,139) (1,127) 145,013
Consolidated profit/(loss) for the period attributable to non-controlling interests 54,537 (820) (147) 53,570

1.3 The main disposals of subsidiaries that occurred during the period ended 30 September 2025

On 24 July, Sonae SGPS, S.A. announced that its subsidiary Fashion Division, S.A. had completed the sale of Modalfa – Comércio e Serviços, S.A., Zippy – Comércio e Distribuição, S.A., including its subsidiaries Comercial Losan, S.L.U., Losan Colombia, S.A., and Usebti Textile México S.A. de C.V., to the consortium composed of private equity managed by Oxy Capital. The disposal of these holdings had a negative impact of €19.8 million on the "Gains or losses on investments" line.

1.4 Subsequent events

Until the date of approval of this document, no relevant subsequent events that merit disclosure in this report have occurred.

1.5 Basis of preparation

Approval of financial statements

The financial statements were approved by the Board of Directors on 11 November 2025.

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the IFRS Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as from the consolidated financial statements issuance date.

The condensed interim consolidated financial statements are prepared quarterly, in accordance with IAS 34 – "Interim Financial Reporting". As such, they do not include all the information required for full annual consolidated financial statements and should therefore be read in conjunction with the consolidated financial statements for the previous year.

The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the company and subsidiaries, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for some financial instruments and investments properties which are measured at fair value.

17

1.6 New accounting standards and their impact in these consolidated financial statements

Up to the date of approval of these consolidated financial statements, the European Union endorsed the following standards, interpretations, amendments and revisions some of which become mandatory during the year 2025:

Standards (new and amendments) effective as at 1 January 2025
Requirements to determine if a currency can be exchanged for another currency and, when
IAS 21 – The Effects of Changes
in Foreign Exchange Rates: Lack
of Exchangeability
it is not possible to make the exchange for a long period, the options for calculating the spot
exchange rate to be used. Disclosure of the impacts of this situation on the entity's liquidity,
financial performance, and financial position, as well as the spot exchange rate used on the
reporting date.
01 Jan 2025

The Group concluded that the application of these standards did not produce materially relevant effects on the financial statements.

The following standards, interpretations, amendments and revisions have been endorsed by the European Union, until the date of approval of these financial statements and are mandatory for future economic years:

Standards (new and amendments) that will become effective, on or after 1 January 2025, endorsed by the EU
IFRS 7 and IFRS 9 – Amendments to the
Classification and Measurement of
Financial Instruments
Introduction of a new exception to the definition of derecognition date when the settlement
of financial liabilities is carried out through an electronic payment system. Additional
guidance to assess whether the contractual cash flows of a financial asset are solely
payments of principal and interest. Requirement for new disclosures for certain instruments
with contractual terms that may alter cash flows. New disclosures about fair value gains or
losses recognized in equity in relation to equity instruments designated at fair value
through other comprehensive income.
01 Jan 2026
IFRS 7 and IFRS 9 – Contracts Negotiated
with Reference to Electricity Generated
from Renewable Sources
Regarding the accounting for Power Purchase Agreements (PPAs) for electricity generated
from renewable sources with respect to: i) clarifying the application of the 'own use'
requirements; ii) allowing hedge accounting if renewable energy contracts are designated
as hedging instruments; and iii) adding new disclosure requirements about the entity's
financial performance and cash flows.
01 Jan 2026
Annual Improvements – Volume 11 Some clarifications to Standards: IFRS 1, IFRS 7, IFRS 9, IFRS 10, and IAS 7. 01 Jan 2026

The Group did not proceed with the early adoption of these standard in the financial statements for the period ended 30 September 2025, as its application is not mandatory. No significant impacts on the financial statements are expected from their adoption.

The following standards, interpretations, amendments and revisions were not endorsed by the European Union to the date of approval of these financial statements:

Standards (new and amendments) that will become effective, on or after 1 January 2025, not yet endorsed by the EU Effective date (for
financial years beginning
on or after)
IFRS 18 – Presentation and Disclosure in
Financial Statements
Presentation and disclosure requirements in financial statements, focusing on the income
statement, through the specification of a model structure, with the categorization of
expenses and income into operating, investing, and financing activities, and the
introduction of relevant subtotals. Improvements in the disclosure of management
performance measures and additional guidance on the application of aggregation and
disaggregation principles.
01 Jan 2027
IFRS 19 – Subsidiaries without Public
Accountability: Disclosures
A standard that only deals with disclosures, with reduced disclosure requirements, which is
applied in conjunction with other IFRS accounting standards for recognition, measurement,
and presentation requirements. It can only be adopted by 'Eligible' subsidiaries that are not
subject to the obligation of public financial reporting and have a parent company that
prepares publicly available consolidated financial statements in accordance with IFRS.
01 Jan 2027

The Group did not proceed with the early implementation of any of these standards in the financial statements for the period ended on 30 September 2025 since their application is not mandatory, the Group is currently analysing the expected effects of those standards.

2. Operational Activity

2.1 Presentation of consolidated management information

In the Management Report, and for the purposes of calculating financial indicators as EBIT, EBITDA and Underlying EBITDA the consolidated income statement is divided between Direct income components and Indirect Income components.

The Indirect Income includes Sierra's results, net of taxes, arising from: (i) valuation of investment properties of subsidiaries and the share of associates and joint ventures; (ii) gains (losses) recorded with the disposal of financial investments, joint ventures, or associates; (iii) impairment losses relating to non-current assets (including Goodwill); and (iv) provisions for assets at risk. Additionally, regarding Sonae's portfolio, it includes: (i) impairments on retail real estate assets, (ii) reductions in Goodwill, (iii) negative goodwill (net of taxes) related to acquisitions in the financial year, (iv) provisions (net of tax) for possible future liabilities, and impairments related to non-core financial investments, businesses and discontinued assets (or to be discontinued / repositioned), (v) results from valuations based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and other underlying income (including dividends) and (vi) other irrelevant issues.

The value of EBITDA, Underlying EBITDA and EBIT are calculated only on the Direct Income component, i.e. excluding the indirect contributions.

Below is the reconciliation of two presentation formats for the consolidated income statement for the periods ended on 30 September 2025 and 2024:

30 Sep 2025 30 Sep 2024
restated
Consolidated Indirect
income
Non
recurring
Direct
income (d)
Consolidated Indirect
income
Non
recurring
Direct
income (d)
Turnover 8,162,881 8,162,881 6,966,394 6,966,394
Change in value on investment properties (217) (217) 4,340 4,340
Gains or losses on investments (7,133) 15,322 (10,647) (11,808) 15,230 14,970 259
Other income 139,228 162 139,066 131,049 131,049
Total income 8,294,759 15,268 (10,647) 8,290,139 7,117,013 4,340 14,970 7,097,703
Total expenses (7,525,964) (27) (21,496) (7,504,441) (6,513,388) 329 (26,738) (6,486,979)
Depreciation and amortisation (437,049) (437,049) (357,326) (357,326)
Gains and losses on property, plant and equipment and intangible assets (1,867) (1,867) 3,489 3,489
Provisions for warranty extensions (428) (428) (837) (837)
Reversal and impairment of assets 868 868 (3,637) (3,403) (234)
Reversal of provisions for warranty extensions 454 454 508 508
Other provisions and impairment losses (3,432) (2,701) (731) (1,002) (1,002)
Net profit/(loss) before financial results, results of joint ventures and associates and non
recurrent items
327,343 12,567 (32,143) 346,919 244,821 937 (11,768) 255,652
Non-recurring results 30,877 (30,877) 10,006 (10,006)
Gains and losses on investments recorded at fair value through profit and loss (19,490) (19,386) (105) (3,510) (3,510)
Financial results (139,276) (139,276) (134,545) (134,545)
Share of profit or loss of joint ventures and associated recorded by equity method
Associates and joint ventures of Sonae Sierra 68,025 25,421 1,266 41,338 49,999 9,293 1,762 38,944
Armilar Venture Funds 1,253 1,253 (101) (101)
NOS 63,502 63,502 70,938 70,938
Others 1,044 1,044 (6,241) (2,071) (4,170)
Net profit/(loss) profit before tax 302,401 19,855 282,545 221,362 4,548 216,813
Income Tax (32,532) 415 (32,947) (22,778) (1,443) (21,335)
Net profit/(loss) for the period 269,869 20,270 249,598 198,583 3,105 195,478
Attributable to shareholders 199,608 20,462 179,147 145,013 3,017 141,996
Non-controlling interests 70,261 (192) 70,453 53,570 88 53,482
Underlying EBITDA (b) 785,961 610,720
EBITDA (a) 860,600 706,431
EBIT (c) 421,821 351,358

(a) EBITDA = total direct income - total direct expenses - reversal of direct impairment losses + results by the equity method (direct results from joint ventures and associates of Sierra, NOS and other subsidiaries) + provisions for extensions of guarantee + unusual results.

(b) Underlying EBITDA = EBITDA - effect of equity method - non-recurrent results.

(c) EBIT = Direct Income before tax - financial results - dividends.

(d) Direct income = Results excluding contributions to indirect results and non-recurring results

Songe

2.2 Segment information

The main information regarding the operating segment as of 30 September 2025 and 2024 is as follows:

30 Sep 2025 Turnover Depreciation and amortisation (3) Direct provisions
and impairment
losses (3)
Direct EBIT (3) Financial
results (2)
Direct Income tax
MC 6,417,214 (317,439) (1,746) 357,942 (94,891) (49,866)
Worten 1,012,070 (57,117) (782) (19,589) _ -
Musti 368,852 (35,520) (10) (1,529) (7,548) 179
Sierra 104,737 (2,953) (92) 75,586 (4,959) (4,589)
Bright Pixel 1,181 (653) 106 (6,783) 4 2,750
NOS - - 63,502 _ -
Other, eliminations and adjustments (1) 258,827 (23,367) 794 (47,308) (31,882) 18,579
Total consolidated - Direct 8,162,881 (437,049) (1,730) 421,821 (139,276) (32,947)
30 Sep 2024 restated Turnover Depreciation and amortisation (3) Direct provisions
and impairment
losses (3)
Direct EBIT (3) Financial
results (2)
Direct Income tax
MC 5,383,979 (253,596) 2,753 275,654 (85,235) (22,130)
Worten 941,630 (38,168) (23) (6,617) - -
Musti 250,993 (28,460) _ 3,921 (4,654) 314
Sierra 101,101 (3,085) (1,527) 72,115 (10,199) (3,923)
Bright Pixel 1,551 (906) (5) (6,303) 796 1,877
NOS - - _ 70,938 _ _
Other, eliminations and adjustments (1) 287,140 (33,111) 1,057 (58,351) (35,254) 2,527
Total consolidated - Direct 6,966,394 (357,326) 2,254 351,358 (134,545) (21,335)
20
---- --
30 Sep 2025 30 Sep 2024
restated
Investment
(CAPEX)
Invested capital Financial
net debt (2) (4)
Investment
(CAPEX)
Invested capital Financial
net debt (2) (4)
MC 222,809 3,305,782 2,265,209 491,667 3,348,500 2,358,841
Worten 38,517 156,887 - 39,893 82,426 -
Musti 18,786 916,683 195,957 9,638 879,545 154,029
Sierra 30,855 1,187,719 74,238 18,215 1,077,803 69,022
Bright Pixel 56,940 330,769 (10,430) 8,649 328,781 (10,834)
NOS _ 805,470 _ _ 805,690 _
Other, eliminations and adjustments (1) 32,116 649,886 985,967 819,767 697,544 996,895
Total consolidated 400,021 7,353,195 3,510,942 1,387,828 7,220,288 3,567,953

The caption "Others, eliminations and adjustments" can be analysed as follows:

Investr nent Invested capital
30 Sep 2025 30 Sep 2024 30 Sep 2025 30 Sep 2024
restated
Inter-segment intra-groups and contributions of entities non-individualized entities as segments 32,116 36,855 649,886 697,544
Acquisition of Musti shares - 658,782 - -
Acquisition of BCF Lifesciences shares - 124,130 - -
Other, eliminations and adjustments 32,116 819,767 649,886 697,544

1) Includes Sonae separate accounts;

4) Include lease liabilities;

All performance measures (APM's) are reconciled to the financial statements in Note 2.1.

Glossary

Net Invested Capital = Net debt + Equity;

Total Net Debt = Bonds + bank loans + other loans + supplies - cash - bank deposits - current investments - other long-term investments + lease liabilities

Others, eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments because they do not fit into any reportable segment, i.e. are included in addition to Sonae SGPS companies identified as "Others" in the attachment I; of the attachment to the consolidated financial statements from 31 December 2024;

Investment (CAPEX) = Gross investment in property, plant and equipment, intangible assets, and acquisition investments.

2) These captions are monitored by Management in a more aggregated manner and are not allocated to each of segments identified above;

3) Reconciled information in Note 2.1;

Songe

2.3 Other income

The breakdown of other income for the periods ending on 30 September 2025 and 2024 is as follows:

30 Sep 2025 30 Sep 2024
Supplementary income 55,576 53,138
Own work capitalised (Note 3.5) 26,711 26,584
Prompt payment discounts obtained 22,799 22,006
Favourable exchange rate differences 7,688 9,260
Gains on sales of assets 4,156 8,869
Subsidies 2,693 1,489
Gains on derivative financial instruments 1,640 1,256
Others 17,965 8,446
139,228 131,049

3. Investments

3.1 Goodwill

The Goodwill amount is allocated to each of the operating segments and within these to each of the homogeneous groups of cash generating units, as follows:

  • MC and Worten The goodwill value is allocated to each of the operating segments, and allocated to each of the homogeneous groups of cash-generating units, namely to each of the insignia of the segment broken down by country, and to each real estate in the case of the MC segment;
  • Musti The goodwill value in this segment is related to the retail sector of pet products;
  • Sierra The goodwill value of this segment is essentially allocated to the "property management" operation; and
  • Bright Pixel The goodwill value of this segment is related to the Retail technologies.

On 30 September 2025 and 31 December 2024, the caption "Goodwill" was made as follows by segment and country:

30 Sep 2025
Company Portugal Spain United
Kingdom
France Nordic
countries
Other countries Total
MC 483,784 89,681 - - - - 573,465
Worten 78,185 _ _ _ - - 78,185
Musti _ _ _ _ 612,540 14,588 627,128
Sierra 20,005 - - _ - - 20,005
Bright Pixel 1,318 - - _ - - 1,318
Others - _ 27,325 64,856 _ 23,023 115,204
583,292 89,681 27,325 64,856 612,540 37,611 1,415,306
31 Dec 2024
Company Portugal Spain United
Kingdom
France Nordic
countries
Other countries Total
MC 483,784 87,681 - - - - 571,465
Worten 78,185 - - - - - 78,185
Musti - - - _ 609,878 14,588 624,466
Sierra 18,160 - - _ - - 18,160
Bright Pixel 1,318 - - _ - - 1,318
Others - - 29,049 64,856 - 24,275 118,180
581,447 87,681 29,049 64,856 609,878 38,863 1,411,774

3.2 Investment in joint ventures and associates

3.2.1 Breakdown of book value of investments in joint ventures and associates

The value of interests in joint ventures and associates can be analysed as follows:

Investments in joint ventures and associates 30 Sep 2025 31 Dec 2024
Investments in joint ventures 215,219 213,175
Investments in associates 1,597,630 1,572,127
Total 1,812,849 1,785,302

The detail per company of investments in joint ventures is as follows:

COMPANY 30 Sep 2025 31 Dec 2024
MC
Sohi Meat Solutions - Distribuição de Carnes, SA 3,646 3,754
3,646 3,754
Sierra
Arrábidashopping - SIC Imobiliária Fechada, S.A. 41,275 41,292
BrightCity, S.A. 1,009 1,768
Gaiashopping - SIC Imobiliária Fechada, S.A. 46,973 45,109
Living Carvalhido, S.A. 2,835 2,835
Madeirashopping - Centro Comercial, S.A. 23,746 23,467
Parque Atlântico Shopping - Centro Comercial, S.A. 20,957 20,100
1) Quinta da Foz - Empreendimentos Imobiliários, S.A. 10,909
SC Aegean B.V. 4,041 2,804
Smartsecrets, Lda. 7,490 7,060
Visionarea - Promoção Imobiliária, S.A. 8,589 4,951
Others 7,660 4,665
164,575 164,963
Others
Universo IME, S.A. 46,356 43,808
Unipress - Centro Gráfico, Lda. 584 625
Others 58 25
46,998 44,458
Investments in joint ventures 215,219 213,175

1)In September 2025, the Group acquired the remaining interest in Quinta da Foz, thereby gaining control of the entity. From September onwards, this real estate company has been included using the full consolidation method.

22

The detail per company of investments in associates is as follows:

COMPANY 30 Sep 2025 31 Dec 2024
MC
Insco Insular de Hipermercados, S.A. 4,605 4,954
Sempre a Postos - Produtos Alimentares e Utilidades, Lda. 726 980
Sportessence - Sport Retail, S.A. 233 292
5,565 6,226
Sierra
3shoppings - Holding, SGPS, S.A. 13,402 13,061
ALLOS, S.A. 111,663 124,835
Area Sur Shopping, S.L. 10,392 9,384
Atrium Bire, SIGI, S.A. 4,315 4,338
CTT Imo Yield - SIC Imobiliária Fechada, S.A. 5,278 4,738
Fundo Investimento Imobiliário Shop. Parque Dom Pedro 99,368 96,210
Iberia Shop.C. Venture Coöperatief U.A. 15,331 15,027
Le Terrazze - Shopping Centre 1 Srl 5,721 5,952
Olimpo Real Estate Portugal, SGI, S.A. 2,542 2,575
Olimpo Retail Germany SOCIMI, S.A. 7,637 7,124
Sierra European Retail Real Estate Assets Holdings, BV 313,234 283,650
Sierra Portugal Feeder 1 2,630 2,565
Sierra Portugal Real Estate 20,213 19,707
Torre Norte, S.A. 16,188 17,360
Trivium Real Estate Socimi, S.A. 26,094 25,606
Via Catarina - SIC Imobiliária Fechada, S.A. 7,625 7,563
Others 8,446 10,175
670,078 649,870
Bright Pixel
Fundo de Capital de Risco Armilar Venture Partners II (Armilar II) 46,615 46,686
Fundo de Capital de Risco Armilar Venture Partners III (Armilar III) 18,255 17,432
Fundo de Capital de Risco Espirito Santo Ventures Inovação e Internacionalização (AVP I+I) 14,766 14,953
79,636 79,071
Others
BLUU GmbH 4,348 4,511
1) Greenforce Future Good AG 21,150
NOS SGPS, S.A. 805,470 823,251
Others 11,382 9,198
842,351 836,960
Investment in associates 1,597,630 1,572,127

1) In May 2025, the company Mondarella GmbH ("Mondarella") merged into Greenforce Future Food AG ("Greenforce"), and as a result, Mondarella ceased to be fully consolidated. The Group now holds a 9.57% stake in Greenforce, which is classified as an investment in associates.

NOS financial investment

Sonae is attributed a 37.37% of the share capital and of 37.65% of the voting rights in NOS, through the participation held by is subsidiary Sonaecom.

Considering the percentage of ownership indirectly attributable to Sonae, it was analysed in the light of IFRS 10, whether Sonae could exercise control over NOS. From this analysis, it was concluded that Sonae does not control the said company, as it does not hold the majority of the share capital and voting rights of NOS and it is not clear that i) Sonae can make decisions on its own and ii) it is unlikely that there is a majority contrary to its intentions. Given the above, and with Sonae having the possibility to participate in NOS's decision-making processes, we are facing a situation of significant influence, with the respective investment classified as "Investments in associates".

The consolidated financial information of NOS, used for the application of the equity method, includes adjustments resulting from the price allocation to the identified assets and liabilities in the 2013 merger operation and the September 2022 share purchase operation.

NOS Group provisions

The evolution in provisions occurred during the first 9 months of 2025 compared to 31 December 2024 was as follows:

1. Legal actions with regulators and Competition Authority (AdC)

Regarding the challenge by NOS, S.A., NOS Açores, and NOS Madeira to the acts of Anacom concerning the assessment of the "Taxa Anual de Atividade", by ruling of 29 October 2024, the Constitutional Court declared the unconstitutionality, with general binding force, of the rules of the aforementioned Ordinance 1473-B/2008, of 17 December, as amended by Ordinance 296- A/2013, of 2 October, insofar as they determine the incidence and the rate to be applied in relation to providers of electronic communications networks and services included in tier 2, for violation of the constitutional reserve of formal law. During the years ended 31 December 2023, 2024, and the half ended 30 June 2025, NOS recognised income of 38.5 million euros, 78.1 million euros and 6.1 million euros, respectively, corresponding to the amount relating to the pending impugnation processes whose assessments were issued under the rules deemed unconstitutional.

Regarding the July 2020 notification from the Competition Authority concerning digital marketing on the Google search engine, in January 2024, NOS was notified by the AdC that the emails affected by the declaration of prohibition of evidence had already been deleted from the case file and, in February 2024, NOS requested for other documentary elements to be deleted from the case files, and last September it was notified of a decision rejecting that request, a decision which NOS has appealed in court. In view of the information available to the NOS Board of Directors, it is the Board's conviction that it will be able to demonstrate the various arguments in favour of its defence.

2. Tax authorities

In the course of the financial years 2003 to 2025, some companies in the NOS Group were subject to tax inspections for the financial years 2001 to 2023. Following the successive inspections, NOS SGPS, as the parent company of the Tax Group, as well as outside companies Tax Group, were notified of the corrections made by the Tax Inspection Services in terms of Corporate Income Tax, VAT and Stamp Duty and of the corresponding additional payments. The total amount of the outstanding notices, plus interest and charges, amounts to 40 million euros. These notices have been contested and the respective legal proceedings are underway. Based on the opinions received from the attorneys representing the cases and tax consultants, the Board of Directors remains confident of a favourable outcome, which is why these cases are still before the court.

3. Action brought by DECO

Trial sessions were held in June and September 2024, followed by the closing arguments phase. The proceedings were subsequently suspended at the request of the parties, with the suspension period expiring without an agreement being reached. The case then proceeded, and in September 2025 a final judgment was rendered, ruling in favour of the claimant. The court determined, among other matters, that the operators must reimburse consumers for the amounts unduly charged, corresponding to the difference between the prices applied following the increases and those previously charged, for the period between the implementation of the increase and 30 days after the dispatch of the corrected price increase communications required by ANACOM, sent from August 2017 onwards, plus statutory interest from the date of service until reimbursement. NOS has appealed this decision, and the Board of Directors believes that, regardless of the final outcome of the case, no significant additional impacts beyond those already reflected in the NOS' financial statements are expected.

4. Action brought by Citizens Voice

In July 2025, the court issued an interlocutory decision and judgment declaring itself incompetent to rule on certain claims and, as regards the remaining ones, upholding the objection of Citizens Voice's lack of standing to pursue them, thereby dismissing the proceedings against NOS in respect of those claims. Citizens Voice has appealed this decision, to which NOS has responded. The subsequent developments of the case are currently pending, and the Board of Directors believes that the arguments put forward by the claimant are unfounded; accordingly, it is expected that the outcome of the case will not have any significant impact on the NOS Group's financial statements.

3.2.2 Movements occurred in the period

During the period ended on 30 September 2025, movements in investments in joint ventures and associates was as follows:

30 Sep 2025
Investments in joint ventures Proportion on equity Goodwill Total
investment
Balance as at 1 January 213,052 124 213,175
Transfers to subsidiaries (10,909) - (10,909)
Capital increases during the period 5,894 - 5,894
Capital decreases during the period (800) _ (800)
Period disposals (240) - (240)
Other variations 1,348 - 1,348
Equity method:
Effect in gains or losses in joint controlled 13,881 - 13,881
Distributed dividends (7,200) - (7,200)
Effect in equity capital and non-controlling interests 70 - 70
215,094 124 215,219
30 Sep 2025
Investments in associates Proportion on equity Goodwill Total
investment
Balance as at 1 January 1,356,502 215,625 1,572,127
Increases during the period 9,460 _ 9,460
Transfer of investments from subsidiaries to associates 17,674 _ 17,674
Capital decreases during the period (4,646) _ (4,646)
Period disposals (20,774) _ (20,774)
Equity method:
Effect in gains or losses in associates 119,942 _ 119,942
Distributed dividends (98,262) _ (98,262)
Effect in equity capital and non-controlling interests 2,109 - 2,109
1,382,005 215,625 1,597,630

The effect on equity and non-controlled interests results fundamentally from the exchange rate conversion effect of companies with a functional currency other than the euro.

3.3 Financial assets at fair value

3.3.1 At fair value through profit or loss

The value of financial assets at fair value through profit or loss can be analysed as follows:

Statement of financial position
Company 30 Sep 2025 31 Dec 2024
Bright Pixel
Afresh 2,776 3,579
Arctic Wolf 54,514 80,858
Brij 4,259
Citcon 4,259 4,813
Codacy 6,000 6,000
Duel 7,609 _
FlowFuse 1,990 -
Hackuity 6,000 6,000
Harmonya 7,665 6,738
Infraspeak 11,153 11,153
Jentis 5,505 5,505
Jscrambler 3,829 3,829
KeyChain 9,521 3,850
Knostic 4,259 4,813
Ometria 12,680 13,357
Portainer.io Portainer.io 1,835 2,006
SafeBreach 12,845 14,516
Sales Layer 7,184 9,714
Sekoia 15,517 12,522
Seldon 2,401 3,471
Tamnoon 5,110 5,775
Tidal 5,962
Trustero 5,110 5,775
Vicarius 8,517 9,626
Other financial assets 39,845 14,394
246,344 228,295
Others
Others 12,436 1,500
12,436 1,500
Financial assets at fair value through profit or loss 258,780 229,795

3.3.2 At fair value through other comprehensive income

The value of financial assets at fair value through other comprehensive income can be analysed as follows:

Statement of financial position
Company 30 Sep 2025 31 Dec 2024
Bright Pixel
IriusRisk 7,125 7,125
Other financial assets 1,584 1,584
Financial assets at fair value through other comprehensive income 8,709 8,709

3.3.3 Movements occurred in the period

During the period ended on 30 September 2025 and 2024, the movement in the value of financial assets at fair value was as follows:

30 Sep 2025 30 Sep 2024
Investments recorded at fair value through other comprehensive income and through profit or loss
Fair value (net of impairment losses) as at 1 January 238,504 282,361
Acquisitions in the period 66,167 7,062
Disposals in the period (17,140)
Increase/(decrease) in fair value through profit and loss (20,090) (2,977)
Increase/(decrease) in fair value through other comprehensive income (201) (1,249)
Transfers to investments in subsidiaries (37,219)
Others 248 (266)
Financial assets at fair value through other comprehensive income and through profit or loss 267,489 247,712

In the period ended on 30 September 2024, the "Transfer to investments in subsidiaries" item, refers to Musti, which percentage held by Sonae represent 80.85% of Musti's share capital, classified from investment at fair value through profit or loss to subsidiary.

<-- PDF CHUNK SEPARATOR -->

3.4 Property, plant and equipment

During the nine months period ended on 30 September 2025, the movement in the value of Property, plant and equipment as well as in the respective accumulated depreciation and impairment losses, was as follows:

Land and buildings Plant and machinery Vehicles Fixtures and fittings Others tangibles assets Tangible assets in progress Total tangible assets
Gross Assets
Opening balance as at 1 January 2025 1,516,644 2,280,847 36,740 396,549 98,255 69,129 4,398,163
Investment 9,910 10,247 140 28,907 4,954 169,434 223,592
Decreases and write-offs (3,600) (33,181) (334) (4,055) (647) (995) (42,811)
Disposals of subsidiaries (7,951) (68,221) (115) (5,270) (1,075) (3,029) (85,662)
Exchange rate effect (401) (190) (14) 561 45 1
Transfers 14,446 120,070 1,339 11,636 3,385 (159,267) (8,390)
Closing balance as at 30 September 2025 1,529,049 2,309,572 37,771 427,752 105,433 75,316 4,484,893
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2025 553,566 1,422,899 24,609 251,754 70,565 2,323,393
Depreciation of the period 20,533 119,482 1,638 31,392 7,185 180,229
Impairment losses (321) (247) (2) (29) (599)
Exchange rate effect (215) (83) (11) 331 21
Disposals of subsidiaries (7,083) (60,289) (111) (4,545) (955) (72,982)
Decreases and write-offs (2,805) (29,077) (299) (3,329) (620) (36,129)
Transfers 227 (1,214) (215) (528) 607 (1,123)
Closing balance as at 30 September 2025 563,902 1,451,471 25,623 274,731 77,083 2,392,810
Carrying amount
As at 31 December 2024 963,078 857,948 12,131 144,794 27,690 69,129 2,074,770
As at 30 September 2025 965,147 858,101 12,148 153,021 28,350 75,316 2,092,082

The investment includes the acquisition of assets of approximately 206.3 million euros (188.8 million euros in September 2024), mainly associated with openings and remodelling operations of stores in the Group's retail segments.

3.5 Intangible assets

During the nine months period ended on 30 September 2025, the movement in the value of intangible assets, as well as in the respective accumulated amortisation and impairment losses, was as follows:

Patents and other similar rights Software Other intangible assets Intangible assets in progress Total intangible assets
Gross Assets
Opening balance as at 1 January 2025 625,455 720,953 251,518 51,100 1,649,025
Investment 5,286 2,282 2,398 60,449 70,415
Decreases and write-offs (24) (2,474) (1,210) (498) (4,205)
Disposals of subsidiaries (15,368) (24,064) (13,459) (349) (53,240)
Exchange rate effect (951) 128 (541) - (1,364)
Transfers 204 37,606 303 (36,719) 1,394
Closing balance as at 30 September 2025 614,603 734,430 239,008 73,984 1,662,026
Accumulated amortisation and impairment losses
Opening balance as at 1 January 2025 91,322 458,699 103,789 - 653,811
Depreciation of the period 1,633 46,643 13,712 - 61,988
Impairment losses _ (313) (81) _ (395)
Exchange rate effect - 106 186 - 292
Decreases and write-offs - (2,149) (320) - (2,468)
Disposals of subsidiaries (15,368) (20,140) (13,459) - (48,967)
Transfers - (38) (23) - (60)
Opening balance as at 30 September 2025 77,587 482,809 103,804 - 664,201
Carrying amount
As at 31 December 2024 534,133 262,253 147,728 51,100 995,214
As at 30 September 2025 537,016 251,621 135,204 73,984 997,825

On 30 September 2025, the "Investment" flow for the period related to intangible assets in progress includes approximately 57 million euros related to IT projects and software development. Within that amount it is included 27 million euros of personnel cost capitalisation, related to work for the company itself (Note 2.3).

3.6 Rights of use assets

During the period of nine months ended on 30 September 2025, the detail and the movement in the value of the rights of use assets, as well as in the respective accumulated depreciations and impairment losses, was as follows:

Land and
buildings
Equipment and vehicles Other assets Total right of use assets
Gross Assets
Opening balance as at 1 January 2025 2,286,291 163,332 13,557 2,463,180
Additions 174,518 6,326 805 181,649
Exchange rate effect 5,079 365 - 5,443
Disposals of subsidiaries (33,088) (1,730) (141) (34,959)
Write-offs and decreases (38,283) (8,592) (23) (46,897)
Closing balance as at 30 September 2025 2,394,518 159,700 14,199 2,568,417
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2025 833,876 97,246 5,881 937,004
Depreciation of the period 162,844 30,296 1,692 194,832
Impairment losses (735) - - (735)
Exchange rate effect 2,467 47 - 2,514
Disposals of subsidiaries (23,828) (782) (137) (24,748)
Write-offs and decreases (28,298) (7,595) (23) (35,915)
Closing balance as at 30 September 2025 946,326 119,212 7,413 1,072,951
Carrying amount
As at 31 December 2024 1,452,416 66,085 7,676 1,526,177
As at 30 September 2025 1,448,192 40,488 6,786 1,495,465

4. Working capital

4.1 Deferred taxes

The breakdown of deferred tax assets and liabilities on 30 September 2025 and 31 December 2024 based on the temporary differences that originated them, is as follow:

Deferred tax assets Deferred tax liabilities
30 Sep 2025 31 Dec 2024 30 Sep 2025 31 Dec 2024
Difference between fair value and acquisition cost 274 274 202,749 200,456
Temporary differences on property, plant and equipment and intangible
assets
115,573 112,881
Temporary difference of aplication the equity method 25,506 30,911
Provisions and impairment losses not accepted for tax purposes 23,576 34,676
Impairment of assets 639 639
Valuation of hedging derivatives 2,995 2,689 2,230 3,955
Amortisation of goodwill for tax purposes 79,979 75,617
Tax losses carried forward 128,630 138,448
Reinvested capital gains/losses 31 35
Tax benefits 80,704 76,059 18,531 18,531
Rights of use 89,666 98,788 109,243 121,283
Others 4,344 9,532 385 1,524
330,189 360,466 554,866 565,833

On 30 September 2025 and 31 December 2024, the tax rate to be used in Portuguese companies, for the calculation of the deferred tax assets relating to tax losses is 20%. In the case of positive or negative temporary differences originating in Portuguese companies, the rate to be used is 21.5%, plus the state surcharge rate in companies where the payment of the same is expected in the periods of expected reversal of the associated deferred taxes. For companies or branches located in other countries, the respective applicable rates in each jurisdiction were used.

5. Capital structure

5.1 Non-controlling interest

During the period ended on 30 September 2025, the movement in non-controlling interests are detailed as follows:

30 Sep 2025
MC Worten Musti Sierra Bright Pixel Others Total
Opening balance at 1 January 419,343 2,201 22,351 66,284 34,061 133,052 677,292
Distributed dividends (47,231) (1,642) (817) (49,690)
Delivery and allocation of shares to
employees
(237) 49 (188)
Change in currency translation (49) 270 (7) (79) 136
Participation in other comprehensive
income related to joint ventures and
associated companies included in
consolidation by the equity method
2 (366) (364)
Capital increase 359 359
Loss of control of subsidiaries 845 845
Acquisition of subsidiaries 1,015 1,015
Changes in hedging reserves (996) 10 (986)
Other variations 2 (6) (35) (20) (5) (64)
Net result for the period attributable
to non-controlling interests
63,567 (733) (1,626) 3,578 (934) 6,410 70,261
Closing balance as at 30
September
434,399 1,463 21,012 69,603 33,099 139,039 698,615

5.2 Earnings per share

Earnings per share for the periods ended on 30 September 2025 and 2024 were calculated taking into consideration the following amounts:

30 Sep 2025 30 Sep 2024
restated
Net profit
Net profit taken into consideration to calculate basic earnings per share (consolidated profit for the period) 199,608 145,013
Net profit taken into consideration to calculate diluted earnings per share 199,608 145,013
Number of shares
Weighted average number of shares used to calculate basic earnings per share 1,942,177,846 1,928,187,942
Outstanding shares related with share based payments 18,943,291 17,557,923
Shares related to performance bonus that can be bought at market price (1,498,583) (2,084,063)
Weighted average number of shares used to calculate diluted earnings per share 1,959,622,554 1,943,661,802
Earnings per share
Basic 0.10278 0.07521
Diluted 0.10186 0.07461

5.3 Loans

As of 30 September 2025 and 31 December 2024, loans are made up as follows:

30 Sep 2025
Outstanding amount
31 Dec 2024
Outstanding amount
Current Non Current Current Non Current
Bank loans 272,006 1,136,073 169,553 922,592
Bonds 133,865 730,246 22,866 1,049,925
Other loans 7,923 2,525 5,199 2,924
Total loans 413,794 1,868,844 197,618 1,975,441
30 Sep 2025 31 Dec 2024
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae, SGPS, S.A commercial paper 20,000 25,000 20,000
Sonae, SGPS, S.A ESG-Linked commercial paper 222,500 127,500
Sonae SGPS, SA 2016/2029 30,000 30,000
Sonae SGPS, SA 2020/2025 12,500 12,500
Sonae, SGPS, SA - 2023/2029 - ESG Linked 30,000 30,000
Sonae, SGPS, SA - current account 70,000
Sonae SGPS affiliated / 20125/2030 - ESG Linked RCF 100,000
Sonae SGPS affiliated / 2019/2026 50,000
Sonae SGPS affiliated 109,680 7,458 94,668
MCRETAIL, SGPS, S.A commercial paper 25,000
MCRETAIL, SGPS, S.A ESG-Linked commercial paper 30,000 330,000 250,000
MC Green Loan / 2018/2031 6,111 30,556 6,111 36,667
MC Loan 2024/2029 50,000 50,000
MC Loan 2024/2030 15,000 15,000
MC Green Loan affiliated/ 2020/2025 55,000
MC affiliated / 2021/2028 3,333 10,000 3,333 10,000
MC affiliated 83,132 33,199 59,602 33,199
Sonae Sierra affiliated / 2022/2027 16,116 11,351
Sonae Sierra affiliated / 2016/2026 36,300 36,300
Sonae Sierra affiliated / 2024/2027 730 13,065
Sonae Sierra affiliated / 2023/2028 106,000 106,000
Others 766 16,001 2,081 18,053
262,873 1,137,117 166,086 923,738
Bank overdrafts (Note 5.4) 9,542 3,770
Financing arrangement costs (409) (1,044) (302) (1,146)
272,006 1,136,073 169,553 922,592
30 Sep 2025
Outstanding amount
31 Dec 2024
Outstanding amount
Current Non Current Current Non Current
Bonds loans
Bonds Sonae SGPS/ 2022/2027 25,000 25,000
Bonds Sonae ESG SGPS/ 2020/2025 4,000 4,000
Bonds Sonae ESG SGPS/ 2023/2028 75,000 75,000
Bonds Sonae SGPS Sustainability-linked 2024/2028 100,000 350,000 550,000
Bonds MC/ December 2019/2026 30,000 30,000
Bonds MC/ April 2020/2027 19,000 76,000
Bonds MC ESG / November 2021/2026 60,000
Bonds MC ESG 2025/2030 75,000 30,000
Bonds MC ESG 2023/2028 50,000 50,000
Bonds MC 2023/2029 40,000 40,000
Bonds MC / December 2024/2029 40,000 40,000
Bonds Sonae Sierra 2022/2029 50,000 50,000
Bonds Sonae Sierra 2022/2027 25,000 25,000
Others 6,058 6,058
Financing arrangement costs (135) (5,811) (134) (7,133)
Bonds loans 133,865 730,246 22,866 1,049,925

It is estimated that the book value of all loans does not differ significantly from its fair value, determined based on discounted cash flows methodology.

The interest rate on 30 September 2025 on bond loans and bank loans averaged approximately 3.03% (3.89% on 31 December 2024). Most of the bond loans and variable-rate bank loans are indexed to Euribor.

The derivatives are recorded at fair value.

The nominal value of contractual flows of loan has the following maturities:

30 Sep 2025 31 Dec 2024
N+1 a) 409,645 193,809
N+2 270,176 382,953
N+3 495,585 459,818
N+4 599,611 922,007
N+5 480,474 169,911
After N+5 27,329 46,106
2,282,819 2,174,605

a) Include the amounts used from commercial paper programs when classified as current.

The maturities above were estimated in accordance with the contractual terms of the loans and considering Sonae best expectation regarding their reimbursement date.

As at 30 September 2025 there are financial covenants included in borrowing agreements at market conditions, and which at the date of this report are in regular compliance.

As at 30 September 2025, Sonae has cash and cash equivalents in the amount of 485 million euros (600 million euros at 31 December 2024) and available credit lines as follows:

30 Sep 2025 31 Dec 2024
Commitments of
less than
one year
Commitments of
more than one
year
Commitments of
less than
one year
Commitments of
more than one
year
Amounts of available credit lines
MC 86,000 301,900 96,000 255,000
Sierra 39,469 7,089 39,469 11,649
Sonae & Others 99,958 422,500 174,000 485,000
225,426 731,489 309,469 751,649
Amounts of contracted credit lines
MC 106,000 466,000 96,000 330,000
Sierra 39,469 7,089 39,469 23,000
Sonae & Others 194,000 517,500 194,000 485,000
339,469 990,589 329,469 838,000

5.4 Cash and cash equivalents

As of 30 September 2025 and 31 December 2024, cash and cash equivalents are as follows:

30 Sep 2025 31 Dec 2024
Cash at hand 29,311 31,309
Bank deposits 291,151 412,803
Bank deposits - tenants deposits 3,257 3,766
Treasury applications 161,372 152,032
Cash and cash equivalents on the statement of financial position 485,091 599,909
Bank overdrafts (Note 5.3) (9,542) (3,770)
Cash and cash equivalents in the statement of cash flows 475,548 596,139

5.5 Financial results

Financial results are as follows:

Expenses
Interest incurred:
Related with bank loans and overdrafts (25,995) (28,911)
Related with non convertible bonds (28,263) (35,559)
Related with operational leases (78,355) (70,675)
Others (7,050) (2,497)
(139,663) (137,642)
Foreign exchange losses (3,454) (52,438)
Up front fees and commissions related to loans (6,500) (5,367)
Losses from derivatives financial instruments (6,440) (227)
Others (812) (3,742)
(156,869) (199,417)
Income
Interest earned:
Related with bank deposits 3,120 7,459
Others 4,555 4,111
7,675 11,570
Foreign exchange gains 4,719 50,941
Earnings from derivatives financial instruments 2,891 1,358
Other financial income 2,308 1,003
17,593 64,871
Finantial results (139,276) (134,546)

6. Provisions

The movement in "Provisions" during the period ended on 30 September 2025 was as follows:

Non-current
provisions
Current provisions
Opening balance as at 1 January 2025 33,660 5,538
Increases 2,206 1,675
Decreases (3,172) (900)
Transfers and other movements 538 (93)
Closing balance as at 30 September 2025 33,232 6,219

7. Related parties

Balances and transactions with related entities can be detailed as follows:

Parent Company Jointly controlled companies
30 Sep 2025 30 Sep 2024 30 Sep 2025 30 Sep 2024
Sales and services rendered 297 282 12,920 8,458
Other income 10 39 6,239 4,832
Cost of sales (368,538) (312,260)
Supplies and external services (359) (357) (6,566) (4,317)
Other expenses (1) (1) (1)
Financial income 664 673
Financial expense (141) (166) (295) (145)
Acquisition of property, plant and equipment 28 1
Sales of property, plant and equipment (2)
Associated companies Other related parties
30 Sep 2025 30 Sep 2024 30 Sep 2025 30 Sep 2024
Sales and services rendered 89,854 87,783 16,532 10,810
Other income 182 878 2,444 2,879
Cost of sales (155) (656) (27,360) (1,414)
Supplies and external services (20,226) (14,829) (6,751) (5,189)
Other expenses (24) (24) (3)
Financial income 344 192 294 124
Financial expense (3,936) (4,167) (2) (2)
Acquisition of property, plant and equipment 1,821 517
Sales of property, plant and equipment (7) (29) (1)
Aquisition of intangible assets 222 231
Sales of of intangible assets (7)
Parent Company Jointly controlled companies
30 Sep 2025 31 Dec 2024 30 Sep 2025 31 Dec 2024
Other non-current assets 2,756 6,259
Trade receivables 43 38 2,669 4,116
Other assets 2,509 86 20,899 19,231
Trade payables (95,371) (87,212)
Other liabilities (301) (478) (1,063) (833)
Associated companies Other related parties
30 Sep 2025 31 Dec 2024 30 Sep 2025 31 Dec 2024
Other non-current assets 11,007 9,649 4 4
Trade receivables 20,105 22,491 1,768 3,459
Other receivables 8,597 8,554 4,156 3,056
Trade payables (4,410) (4,622) (7,084) (1,437)
Other payables (5,561) (6,042) (1,914) (2,270)

The related parties include subsidiaries and jointly controlled or associated companies of Sonae Sierra SGPS, S.A., NOS SGPS, S.A., Sonae Indústria, SGPS, S.A., SC Investments, SGPS, S.A. and Prismore Capital, SGPS, S.A. (formerly known as "SC Industrials, S.A."), as well as other shareholders of subsidiaries or jointly controlled companies by Sonae, and other subsidiaries of the parent company Efanor Investimentos, SGPS, S.E..

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Carlos António Rocha Moreira da Silva

Eve Alexandra Henrikson

José Manuel Neves Adelino

Marcelo Faria de Lima

Maria Fuencisla Clemares Sempere

Maria Teresa Ballester Fornes

Philippe Cyriel Elodie Haspeslagh

Maria Cláudia Teixeira de Azevedo

Eduardo dos Santos Piedade

João Pedro Magalhães da Silva Torres Dolores

32

SAFE HARBOUR

This document may contain forward-looking information and statements, based on management's current expectations or beliefs. Forward-looking statements are statements that should not be regarded as historical facts.

These forward-looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including, but not limited to, changes in regulation, industry and economic conditions; and the effects of competition. Forward-looking statements may be identified by words such as "believes," "expects," "anticipates," "projects," "intends," "should," "seeks," "estimates," "future" or similar expressions.

Although these statements reflect our current expectations, which we believe are reasonable, investors and analysts, and generally all recipients of this document, are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.

Investor Relations Contacts

Vera Bastos Head of Investor Relations [email protected] +351 22 010 4794

Media Contacts

Maria João Oliveira External Communication [email protected] +351 22 010 4000

Sonae

Lugar do Espido Via Norte 4471-909 Maia, Portugal +351 22 948 7522

www.sonae.pt

Sonae is listed on the Euronext Stock Exchange. Information may also be accessed on Reuters under the symbol SONP.IN and on Bloomberg under the symbol SON PL

SOMOLE

Talk to a Data Expert

Have a question? We'll get back to you promptly.