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Sonae SGPS

Interim Report Aug 28, 2025

1901_ir_2025-08-28_c9970d38-c455-4ba7-ab72-020ed672eacb.pdf

Interim Report

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Results report

1

1H25

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CEO letter

Dear all,

I am pleased to share that Sonae delivered another strong performance in the second quarter of 2025. Our businesses continued to grow and outperform their markets, as we remained focused on serving our clients with the most attractive value propositions.

MC's grocery division delivered an impressive LfL sales growth of 10.5% in the quarter - supported by the Easter period - and continued improvements in profitability. Continente once again reinforced its leadership position in the Portuguese grocery sector, further strengthening its relevance and trust among consumers. In the health, wellness and beauty division, results were driven by the consolidation of Druni (since 3Q24) and organic growth. Revenues nearly tripled year-on-year, and profitability improved significantly, further reinforcing the strategic relevance of this business area.

Worten posted a remarkable LfL of 6.9% in the quarter, capitalising on its unique omnichannel value proposition and the continued expansion of its marketplace. The online channel already accounts for 19.5% of total sales, underscoring the strength of our digital capabilities. Worten further reinforced its leadership in the Portuguese electronics market, gaining market share on the back of an outstanding performance in the online channel. Our services business also continued to expand, with strong growth in both results and geographical footprint at iServices standing out as a key highlight.

Musti accelerated its sales growth not only by expanding its geographic footprint—through new store openings and the successful consolidation of Pet City—but also, and most notably, by consistently strengthening like-for-like sales each month. As a result, total sales grew by 17.0% year-on-year, with a 5.7% increase in like-for-like sales, supported by a gradual and steady improvement in gross margin. Musti further reinforced its leadership as the top omnichannel player in the Nordics.

Sierra delivered a strong quarterly performance across all areas. Its European shopping centre portfolio sustained solid operational momentum, with increased footfall, strong occupancy levels (98.6%), and continued growth in tenant sales (+4.1% LfL). Services activity remained robust, underpinned by sector diversification and a strong track record with institutional clients. In the developments area, Sierra advanced steadily, with five projects under construction.

NOS continued to strengthen its competitive positioning in Portugal, maintaining a strong focus on delivering leadingedge solutions underpinned by a unique next generation network footprint. In a more competitive environment, NOS delivered a resilient market share performance and solid operating results, with notable growth in the corporate segment and an improvement in profitability supported by balanced contributions across all business areas.

From a Group perspective, we view portfolio management as one of Sonae's core activities. This involves closely monitoring the strategic role of each business, its potential to benefit from or contribute to other group companies, and ultimately, determining whether Sonae has the right context to unlock and maximize value. As a result of this

ongoing and rigorous capital allocation evaluation, in May we reached an agreement to sell MO and Zippy (fashion retailer banners), and closing occurred already in July. I wish the companies and their teams continued success in this new chapter.

At Sonae, we are constantly focused on leveraging cross-company synergies and unlocking the full potential of group-wide collaboration. Among several ongoing initiatives delivering tangible benefits, I would like to highlight the recent efforts in enhancing customer offerings leveraging our collective insights and complementary capabilities, as well as the shared learnings on AI deployment and usage across our companies. These remain key areas of focus for us, as we continue to translate insights into action across the Group.

More recently, and in line with our commitment to strategic talent development and leadership excellence, we introduced changes to Sonae's Executive Committee, as announced to the market on July 3rd. João Günther Amaral assumed the role of CEO at Bright Pixel, while Eduardo Piedade joined Sonae SGPS as Chief Development Officer. They will bring fresh perspectives to their new roles, driving innovation and adding dynamism to our operations. I wish them both the very best in their new roles, confident that their leadership will continue to bring value to the Group.

In line with our social responsibility role, I am proud to share that the Sonae Education Award — which supports innovative and inclusive educational projects — has reached a record number of applications. This remarkable interest reinforces my belief that we are doing what is right and staying true to our purpose, maintaining a firm and ongoing commitment to society.

Looking ahead, we remain confident in our ability to build on this strong momentum. The foundations are firmly laid solid operational execution, disciplined capital allocation and a clear vision for group-wide synergies. I would like to thank all our teams for their dedication and resilience, and our partners and shareholders for their unwavering support and trust.

Together, we will continue to pursue sustainable growth and deliver long-term value for all our stakeholders.

Cláudia Azevedo

CEO

Overview

Key Financial Indicators

  • Consolidated turnover reached €2.7bn in 2Q25, up by 24% yoy (€5.3bn in 1H25), fuelled by continued strong organic growth across our businesses and the contribution from new companies in the portfolio, including Druni and Pet City. Organic performance was led by solid results from MC, Worten and Musti - which once again outperformed their respective markets and further improved their leadership positions. Excluding portfolio changes, turnover delivered a robust 11% yoy increase, underscoring the underlying strength of our operations.
  • Underlying EBITDA surged by 38% yoy to €255m in 2Q25 (€473m in 1H25) mainly on the back of stronger operating performance at MC, bolstered by Druni's contribution, and important efficiency gains. Consolidated EBITDA rose to €274m in the quarter, up by 19% yoy (€525m in 1H25), fuelled by the positive performance of our fully consolidated businesses and €33m in equity method results.
  • Net result (group share) stood at €59m, up by 23% yoy, driven by the improved operational performance across our portfolio companies and a favourable indirect result mostly related to Sierra's shopping centres valuations.
  • In the last 12 months, operational cash flow reached €219m, up from €82m. This increase was primarily driven by stronger operational performance across our businesses, which more than offset higher capex linked to the ongoing expansion of our retail footprint.
  • Consolidated net debt stood at €2.0bn at the end of Jun-25 (€1.7bn in Jun-24), reflecting portfolio changes in the past year - including Druni, Pet City and investments at Sparkfood and BrightPixel. Sonae maintains a solid balance sheet position, supported by robust liquidity facilities, a comfortable debt maturity profile and positive outlook in what regards deleveraging. Loan-to-Value already improved by 2p.p. qoq, decreasing from 15.8% to 13.8% at the end of Jun-25.
  • Sonae's NAV, valued at market references, totalled €4.7bn, up by 2.4% qoq, mainly fuelled by the improved valuation of MC and received dividends, which offset the softened performance of the NOS stock price. Since Jun-24, NAV increased from €4.5bn, ie, +5.8% yoy.

Portfolio Management Activity

• In May, Sonae reached an agreement to sell its fashion retail banners MO and Zippy for c.€20m, in line with their implied valuation in the company's reported NAV. The closing of the transaction occurred on July 24th.

Key data (€m) 2Q24 2Q25 yoy 1H24 1H25 yoy
Income Statement
Turnover 2,186 2,700 23.5% 4,267 5,253 23.1%
Underlying EBITDA 185 255 38.1% 343 473 37.9%
Underlying EBITDA margin 8.4% 9.5% 1.0 p.p. 8.0% 9.0% 1.0 p.p.
EBITDA 230 274 19.3% 410 525 28.1%
EBITDA margin 10.5% 10.2% -0.4 p.p. 9.6% 10.0% 0.4 p.p.
Direct Result 60 70 16.8% 92 119 28.3%
Net result group share 48 59 22.7% 72 102 40.9%
Balance sheet and Cash Flow
Operational cash flow -56 15 - -237 -279 17.7%
Sale of assets 30 32 6.1% 33 32 -2.7%
M&A capex -126 -28 - -784 -46 -
Free cash flow before dividends paid -96 85 - -942 -237 -
Dividends paid -154 -163 - -154 -163 -
Consolidated Net debt (EoP) - - - 1,712 1,968 15.0%
NAV (€m) Jun.24 Mar.25 Jun.25 yoy qoq
Retail 2,971 2,971 3,048 2.6% 2.6%
Real estate 1,083 1,144 1,124 3.8% -1.8%
Telco and technology 886 1,033 963 8.6% -6.8%
Other investments * 350 349 370 6.0% 6.3%
o.w. Sparkfood 258 266 269 4.2% 1.1%
Holding ** -800 -860 -756 -5.5% -12.1%
NAV 4,489 4,636 4,749 5.8% 2.4%
Market capitalization *** 1,696 2,059 2,349 38.5% 14.1%
Loan-to-Value 15.1% 15.8% 13.8% -1.3 p.p. -2.0 p.p.

* Includes: Sparkfood, Universo and retail apparel banners (Salsa, MO and Zippy). ** Includes: Real estate, holding costs, average 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.

1Y 3Y 5Y
Total Shareholder return * 45% 22% 148%

* Source: Bloomberg. Total cumulative return.

Portfolio

Retail

MC

75% stake, fully consolidated

In 2Q25, MC's grocery division posted strong results, with Continente once again outperforming the market and further strengthening its position as Portugal's leading grocery retailer. LfL sales recorded double-digit growth in 2Q25 (10.5%; 7.8% in 1H25), driven by a significant increase in volumes which was positively influenced by the timing of Easter this year. Regarding profitability, uEBITDA margin improved by 0.6 p.p. to 10.4% in 2Q25 (9.7% in 1H25), as robust topline growth and sustained efficiency gains offset the pressures from cost inflation and a highly competitive market environment.

Across Iberia, MC's health, wellness and beauty (HWB) segment delivered a sound topline evolution in the quarter, with revenues nearly tripling yoy to €415m in 2Q25. This evolution was fuelled both by the consolidation of Druni (from 3Q24 onwards) and solid organic growth and expansion, despite the

very competitive operating setting, particularly in Spain. uEBITDA margin rose by 1.4 p.p. to 12.5% in 2Q25 (12.0% in 1H25), marking a clear improvement in profitability, underpinned by the integration of Druni, in Spain, and robust operational gains at Wells, in Portugal.

Overall, MC delivered strong topline growth in 2Q25, with turnover surpassing €2.1bn — up 27.0% yoy, or a solid 11.4% on a comparable basis, excluding Druni's contribution. Profitability also improved, with uEBITDA reaching €230m and the margin expanding by 0.9 p.p. yoy to 10.8%, supported by stronger performance across both the grocery and HWB segments.

Free cash flow before dividends in 1H25 (-€28m) benefited from the improvements in the operational performance of MC's businesses that helped to mitigate the usual negative seasonal effects of the retail activity on working capital.

Even after the €189m dividend payment in May-25 and the investment in the Druni partnership, the leverage ratio improved yoy, reaching 2.8x net debt / EBITDA at the end of June-25 and remaining well within comfortable levels.

Worten

100% stake, fully consolidated

In 2Q25, Worten strengthened its market position, gaining share on the back of a standout performance in the online channel. Turnover grew at a solid 10.6% yoy in 2Q25, backed by a robust LfL of 6.9%, in a challenging environment with intensified promotional activity. The online channel remained a key driver, representing 19% of total turnover in the quarter.

Worten posted topline growth across all segments: (i) core categories (electronics and home appliances) recorded volume increases, (ii) new product categories continued to grow at double digit and (iii) services, one of Worten's strategic growth avenues, maintained positive momentum. iServices - our international mobile phone repair banner – continued to scale its contribution to the group, maintaining its robust expansion strategy. Since the beginning of the year, it has opened 13 new stores, closing the quarter

with a footprint of 65 stores in Portugal, 21 in Belgium, 13 in France and 7 in the Canary Islands.

In 2Q25, uEBITDA reached €8.0m with a margin of 2.5%, down from 3.5% in 2Q24. This evolution reflects strategic investments to support growth (with a major impact in logistics and staff costs), along with persistent inflationary pressures.

Musti

c.81% stake, fully consolidated

Musti reported its 2Q25 results to the market on July 28th before market opening, showing continued topline recovery that drove market share gains in a rebounding market, along with an improving gross margin.

LfL saw a solid improvement in the quarter, reaching 5.7% (versus -2.6% in 2Q24 and 1.2% in 1Q25), with all Nordic markets posting yoy gains and contributing to growth. In the Baltics, following the Pet City acquisition in 4Q24, sales are progressing well despite no LfL contribution yet, with further growth expected as Musti own products are extended to these markets.

Sales grew at robust double-digit rates (17% yoy) to €122m in 2Q25, driven by the consolidation of Pet City and a positive performance across the Nordic operations. On a comparable basis (excluding Pet City acquisition), sales grew at a solid 8.5%. The company strengthened its position as the leading

omnichannel player, capitalizing on the signs of a market turnaround after a period of weaker market growth. Musti continued to grow both its customer base and the average spend of its loyal customers.

In terms of profitability, a highlight to the improvement in gross margin to 43.8% in 2Q25 (43.3% in 2Q24). Amid a still challenging operating setting, uEBITDA stood at €12.9m, with a margin of 10.6% (€12.5m and 12.0% in 2Q24), still impacted by the investments in growth and market share 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 a strong quarterly performance particularly in: (i) the European shopping centre portfolio, which maintained its positive momentum and growth trajectory, (ii) third-party services, which recorded solid EBITDA growth, and (iii) developments which continued to successful execute its pipeline.

In 2Q25, Sierra's European shopping centre portfolio sustained strong momentum, with tenant sales continuing their growth trend, up +4.1% LfL, alongside rising footfall, nearly full occupancy, and solid collections. As a result, rental growth continued to align with historical sales trajectory, driving portfolio profitability, while occupancy cost ratio remained sustainable and below pre-pandemic levels. Furthermore, committed to long-term value creation, Sierra initiated key strategic expansions and refurbishments in several assets aimed at unlocking untapped value and enhancing the customer experience across its portfolio.

Services' activity remained solid, with the continuity of sectors' diversification and by leveraging on its track record and institutional investor reach.

Developments activity continued to perform well, with steady progress across the five projects under construction and commercialization. Notably, Sierra continued to implement its residential strategy, adding a new project to the pipeline in 2Q25, that supports build-to-sell and build-to-rent approaches.

In 2Q25, Sierra's net result rose to €33m (+5.7% yoy), fuelled by the positive

operational performance, and, at the indirect result level, by the increase in shopping centres valuations, leading to a €1.1bn NAV.

Telco & Technology

Sonae's investments in the Telco & Technology areas are concentrated in Sonaecom which published its 2Q25 results on July 25th. Further details on these areas' performance can be found at Sonaecom's announcement available here.

NOS

37.4% stake, equity consolidated1

NOS reported its 2Q25 results to the market on July 21st, reaffirming its commitment to delivering the best mobile and fixed network infrastructure and the most advanced communication services.

Amid a demanding market context, consolidated revenue grew to €458m in 2Q25 driven by a solid performance of the core Telco business, with a highlight to the significant growth in the corporate segment. Consolidated EBITDA increased to €203m, with all the businesses contributing positively for this performance. Further details are available on the company's website here.

On Sonae's consolidated accounts, NOS equity method results reached €20.3m in 2Q25, compared to €29.4m in 2Q24. While operational profitability improved this year, last year's figures were positively impacted by extraordinary gains from the sale of towers and activity fees from Anacom following a favourable court ruling.

In April, NOS paid an ordinary dividend of €0.35 per share (in line with last year), and an extraordinary dividend of €0.05 per share relating to 2024 results, which resulted in a €77m cash-in for Sonaecom.

Corporate information

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

Subsequent events

July 3rd: Sonae SGPS, SA informed on changes to the Executive Committee.

July 24th: Sonae SGPS, SA informed on the completion of the sale of MO and Zippy by its subsidiary Fashion division.

Consolidated Accounts (€m)

Income Statement 2Q24 2Q25 yoy 1H24 1H25 yoy
Turnover 2,186 2,700 23.5% 4,267 5,253 23.1%
Underlying EBITDA 185 255 38.1% 343 473 37.9%
margin 8.4% 9.5% 1.0
p.p.
8.0% 9.0% 1.0
p.p.
Equity method results* 41 33 -19.2% 76 67 -12.1%
Sierra 13 14 5.8% 26 27 1.9%
NOS 29 20 -30.9% 53 40 -24.6%
Others -2 -2 22.2% -3 0 -
Non-recurrent items 4 -14 - -9 -15 -61.9%
EBITDA 230 274 19.3% 410 525 28.1%
margin 10.5% 10.2% -0.4
p.p.
9.6% 10.0% 0.4
p.p.
D&A and Provisions and Imp. -116 -146 -26.2% -220 -291 -31.9%
EBIT 114 128 12.3% 189 234 23.7%
Net Financial results -48 -49 -3.2% -83 -97 -17.3%
Taxes -7 -9 -38.2% -14 -19 -30.6%
Direct result 60 70 16.8% 92 119 28.3%
Indirect result 4 14 - 6 20 -
Net result 63 84 32.4% 98 139 41.9%
Non-controlling interests -15 -25 -63.6% -26 -37 -44.7%
Net result group share 48 59 22.7% 72 102 40.9%

* 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 Jun.24 Mar.25 Jun.25
Investment properties 331 338 338
Net fixed assets 2,649 3,059 3,067
Right of Use assets 1,272 1,507 1,487
Financial investments 2,057 2,103 2,082
Goodwill 1,331 1,413 1,415
Working capital -1,008 -995 -1,006
Invested capital 6,633 7,423 7,383
Equity & minorities 3,436 3,796 3,706
Net debt (EoP) 1,712 1,891 1,968
Net financial debt 1,733 1,892 1,971
Net shareholder loans -22 -2 -3
Lease liabilities 1,485 1,737 1,709
Sources of financing 6,633 7,423 7,383
Cash flow L12M
Jun.24
0
L12M
Jun.25
0
EBITDA 1,053 1,149
Other operational flows ** -581 -529
Working capital var. and others 52 79
Operational capex -442 -480
Operational cash flow 82 219
Net financial activity -58 -90
M&A capex -865 -384
Sale of assets 354 104
Dividends received 94 125
FCF before dividends paid -393 -26

**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.

8

Consolidated Financial Statements 1H25

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 30 JUNE 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 2nd quarter
2025
2nd quarter
2024
Restated
30 Jun 2025 30 Jun 2024
Restated
Note 1.2
Sales 2.2 2,603,902 2,100,057 5,064,287 4,097,393
Services rendered 2.2 96,210 86,260 188,493 169,828
Change in value of investment properties (217) 4,340 (217) 4,340
Gains and losses on investments 4,335 8,210 4,244 8,765
Gains and losses on investments recorded at fair value through profit or loss 3.3.3 (12,296) (4,676) (18,175) (1,141)
Other income 2.3 36,223 52,530 85,625 86,582
Cost of sales (1,832,981) (1,491,475) (3,584,813) (2,934,698)
Changes in production (4,109) (113) (5,514) (1,168)
Supplies and external services (245,433) (227,564) (484,232) (424,366)
Employment costs (380,651) (313,933) (745,545) (609,492)
Other expenses (21,384) (23,926) (52,186) (57,682)
Depreciation and amortisation 3.4, 3.5
and 3.6
(145,510) (115,137) (289,393) (218,188)
Impairment losses 276 (6,417) 676 (8,499)
Provisions (2,868) (342) (2,928) (355)
Profit/(loss) before financial interests, dividends, share of profit or loss of
joint ventures and associates and tax
95,499 67,814 160,322 111,320
Share of profit or loss of joint ventures and associates 3.2.2 47,521 51,356 94,048 85,861
Financial income 5.5 3,872 21,099 11,877 38,571
Financial expense 5.5 (53,354) (69,057) (108,748) (121,182)
Profit/(loss) before tax 93,538 71,213 157,499 114,570
Income tax (9,866) (8,012) (18,474) (16,588)
Consolidates profit/(loss) for the period 83,672 63,201 139,025 97,982
Consolidated profit/(loss) for the period attributable to shareholders of
the parent company
59,122 48,198 101,912 72,339
Consolidated profit/(loss) for the period attributable to non-controlling
interests
5.1 24,550 15,003 37,113 25,643
Earning per share
Basic 5.2 0.03040 0.02491 0.05251 0.03745
Diluted 5.2 0.03013 0.02471 0.05204 0.03716

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 JUNE 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 2nd quarter
2025
2nd quarter
2024
Restated
30 Jun 2025 30 Jun 2024
Restated
Note 1.2
Consolidated net profit /(loss) for the period 83,672 63,201 139,025 97,982
Items from other comprehensive income that may be subsequently
reclassified to the income statement:
Exchange differences on translation of foreign operations 255 3,923 1,956 4,303
Participation in other comprehensive income, net of tax, relating to
associates and joint ventures accounted for using the equity method
3.2.2 (8,265) (23,976) (3,579) (27,516)
Changes in fair value of cash flow hedges (3,822) 6,671 (13,867) 164
Income tax relating to items that may be reclassified subsequently to
profit or loss
84 342 1,385 282
Items from other comprehensive income that may be
subsequently reclassified to the income statement
(11,748) (13,039) (14,105) (22,767)
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 (947) (2,714) (898) (1,562)
Changes value of financial assets at fair value (150) (779) (196) (741)
Items from other comprehensive income that were reclassified to
the income statement:
(1,097) (3,492) (1,094) (2,303)
Total other comprehensive income for the period (12,845) (16,532) (15,199) (25,070)
Total comprehensive income for the period 70,827 46,668 123,826 72,912
Attributable to:
Equity holders of parent company 46,365 29,323 87,960 47,358
Non controlling interests 24,462 17,345 35,866 25,554

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

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 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 Jun 2025 30 Jun 2024
Restated
Note 1.2
31 Dez 2024
Assets
Non-current assets:
Property, plant and equipment 3.4 2,070,046 1,907,408 2,074,770
Intangible assets 3.5 997,376 741,903 995,214
Right of use assets 3.6 1,486,626 1,271,832 1,526,177
Investment properties 337,574 331,257 337,220
Goodwill 3.1 1,414,717 1,331,352 1,411,774
Investments in joint ventures and associates 3.2 1,782,711 1,792,327 1,785,302
Financial assets at fair value through profit or loss 3.3.1 244,758 234,370 229,795
Financial assets at fair value through other comprehensive income 3.3.2 8,709 8,745 8,709
Other investments 21,780 21,693 17,332
Deferred tax assets 4.1 337,077 248,505 360,466
Other non-current assets 55,907 40,363 52,895
Total non-current assets 8,757,281 7,929,755 8,799,654
Current assets:
Inventories 1,222,534 872,327 1,243,966
Trade receivables and other current assets 566,378 454,523 584,479
Income tax 42,000 71,247 69,642
Other tax and contributions 19,842 33,566 28,996
Other investments 1,669 1,576 1,419
Cash and cash equivalents 5.4 487,703 494,903 599,909
Total current assets 2,340,126 1,928,142 2,528,411
Non-current assets classified as held for sale 3.7 138,821 6,500
Total Assets 11,236,228 9,857,897 11,334,565

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

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 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 Jun 2025 30 Jun 2024
Restated
Note 1.2
31 Dez 2024
Equity and Liabilities
Equity:
Share capital 2,000,000 2,000,000 2,000,000
Own shares (61,899) (67,707) (67,652)
Legal reserve 323,532 318,889 318,889
Reserves and retained earnings 676,917 639,090 589,658
Profit/(Loss) for the period attributable to shareholders of the parent company 101,912 72,339 222,665
Equity attributable to shareholders of the parent company 3,040,462 2,962,611 3,063,560
Equity attributable to non-controlling interests 5.1 665,206 473,619 677,292
Total Equity 3,705,668 3,436,230 3,740,852
Liabilities
Non-current liabilities:
Loans 5.3 2,171,893 1,902,053 1,975,441
Lease liabilities 1,487,724 1,312,193 1,517,584
Other non-current liabilities 187,291 125,348 178,732
Deferred tax liabilities 4.1 560,436 414,881 565,833
Provisions 6 34,110 23,490 33,660
Total non-current liabilities 4,441,454 3,777,965 4,271,250
Current liabilities:
Loans 5.3 289,055 330,195 197,618
Lease liabilities 221,609 173,254 235,042
Trade payables and other current liabilities 2,299,171 1,982,954 2,695,619
Income tax 27,869 30,144 25,694
Other tax and contributions 130,572 114,520 162,952
Provisions 6 6,007 12,635 5,538
Total current liabilities 2,974,283 2,643,702 3,322,463
Liabilities associated with non-current assets as held for sale 3.7 114,823
Total liabilities 7,530,560 6,421,667 7,593,713
Total equity and liabilities 11,236,228 9,857,897 11,334,565

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIDOS ENDED 30 JUNE 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
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 4,039 (1,599) 1,128 (28,550) (24,982) 72,339 47,358 25,554 72,912
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) (45,059) (154,360)
Delivery and allocation of shares to employees 7,700 (6,884) (6,884) 816 (1,665) (849)
Variation in percentage of subsidiaries (2,729) (2,729) (2,729) 13,891 11,162
Aquisitions of affiliated companies (restated) 43,032 43,032
Capital increase 767 767
Others 1,739 1,739 1,739 49 1,788
Balance as at 30 June 2024 restated 2,000,000 (67,707) 318,889 16,066 (8,657) (3,576) 635,255 639,090 72,339 2,962,612 473,619 3,436,230
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 1,810 (181) (11,492) (4,088) (13,952) 101,912 87,960 35,866 123,826
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 5,752 (1,249) (1,249) 4,503 (358) 4,145
Aquisitions of affiliated companies 1,015 1,015
Capital increase 284 284
Lose of control of subsidiaries 845 845
Others (412) (412) (412) (48) (460)
Balance as at 30 June 2025 2,000,000 (61,899) 323,532 23,450 (8,787) (18,973) 681,227 676,917 101,912 3,040,462 665,206 3,705,668

* The caption "Other reserves and retained earnings" includes an unavailable reserve for own shares in the amount of 61,899 thousand euros.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 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 2nd quarter
2025
2nd quarter
2024
30 Jun 2025 30 Jun 2024
Operating Activities
Cash flow generated from operating activities (1) 224,934 102,436 129,127 62,195
Investment Activities
Receipts arising from:
Financial investments 29,735 35,988 41,253 44,417
Property, plant and equipment and intangible assets 3,801 2,417 10,983 6,278
Interests and similar income 819 2,282 3,877 8,166
Loans granted 2,607 3,955
Dividends 97,198 82,340 100,879 85,036
Others 3,595 11 3,640 313
137,755 123,038 164,587 144,211
Payment related to:
Financial investments (51,747) (124,337) (78,787) (777,608)
Property, plant and equipment and intangible assets (92,311) (84,012) (212,619) (176,721)
Loans granted (3,132) (3,955) (310)
Others (839) (1,393)
(147,190) (209,189) (295,361) (956,033)
Cash flow from investment activities (2) (9,435) (86,151) (130,775) (811,822)
Financing Activities
Receipts arising from:
Loans obtained 2,572,877 1,550,979 3,318,417 2,276,561
Capital increases related to non-controlling interests 19,705 19,705
2,572,877 1,570,683 3,318,417 2,296,266
Payments arising from:
Lease liabilities (94,783) (74,083) (169,801) (119,424)
Loans obtained (2,490,892) (1,309,246) (3,063,853) (1,443,988)
Interests and similar charges (23,648) (31,553) (48,494) (50,758)
Dividends (164,839) (154,326) (164,839) (154,326)
(2,774,161) (1,569,207) (3,446,988) (1,768,496)
Cash flow from financing activities (3) (201,284) 1,476 (128,571) 527,770
Net increase (decrease) in cash and cash equivalents (4) = (1) + (2) + (3) 14,214 17,761 (130,218) (221,858)
Effect of foreign exchange rate changes (778) 291 (480) 207
Effect of assets and liabilities held for sale 3.7 11,644 1,204 11,644 276
Cash and cash equivalents at the beginning of the period 5.4 451,409 468,842 596,139 709,304
Cash and cash equivalents at the end of the period 5.4 478,045 487,515 478,045 487,515

SONAE, SGPS, S.A.

Notes to the Condensed Consolidated Financial Statements for the period ended 30 June 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 June 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 specialized 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 and BCF 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 specialized 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 rightof 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 specializes 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) (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).

Given that these acquisitions occurred during 2024 and it was only possible to complete the fair value allocation exercise and calculate Goodwill during the year of 2024, as stipulated 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 June 2024, was as follows:

30 Jun 2024 Before the
restatement
Musti BCF After the
restatement
Assets
Non-current assets:
Property, plant and equipment and intangible assets 2,400,711 167,538 81,062 2,649,311
Right of use assets 1,268,399 3,433 1,271,832
Goodwill 1,501,454 (112,489) (57,613) 1,331,352
Other non-current assets 2,674,218 1,066 1,976 2,677,260
Total non-current assets 7,844,782 59,548 25,425 7,929,755
Current Assets:
Other current assets 1,932,790 (4,648) 1,928,142
Total current assets 1,932,790 (4,648) 1,928,142
Total Assets 9,777,572 59,548 20,777 9,857,897
Equity and Liabilities
Equity:
Share capital 2,000,000 2,000,000
Own shares (67,707) (67,707)
Legal reserve 318,889 318,889
Reserves and retained earnings 637,096 1,994 639,090
Profit/(Loss) for the period attributable to shareholders of the parent company 74,606 (1,815) (452) 72,339
Equity attributable to shareholders of the parent company 2,962,884 (1,815) 1,542 2,962,611
Equity attributable to non-controlling interests 448,593 24,824 202 473,619
Total Equity 3,411,477 23,009 1,744 3,436,230
Liabilities
Non-current liabilities:
Deferred tax liabilities 357,905 36,439 20,537 414,881
Other non-current liabilities 3,360,760 189 2,135 3,363,084
Total non-current liabilities 3,718,665 36,628 22,672 3,777,965
Current liabilities:
Other current liabilities 2,647,430 (89) (3,639) 2,643,702
Total current liabilities 2,647,430 (89) (3,639) 2,643,702
Total liabilities 6,366,095 36,539 19,033 6,421,667
Total Equity and Liabilities 9,777,572 59,548 20,777 9,857,897

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 June 2024, the impacts are presented below:

30 Jun 2024 Before the
restatement
Musti BCF After the
restatement
Sales 4,097,393 4,097,393
Services rendered 169,828 169,828
Change in value of investment properties 4,340 4,340
Gains and losses on investments 8,765 8,765
Gains and losses on investments recorded at fair value through profit or loss (1,141) (1,141)
Other income 86,582 86,582
Cost of sales (2,934,698) (2,934,698)
Change in production (1,168) (1,168)
Supplies and external services (424,366) (424,366)
Employment costs (609,492) (609,492)
Other expenses (57,682) (57,682)
Depreciation and amortisation (214,681) (2,828) (679) (218,188)
Impairment losses (8,499) (8,499)
Provisions (355) (355)
Profit/(loss) before financial interests, dividends, share of profit or loss of joint ventures
and associates and tax
114,827 (2,828) (679) 111,320
Share of profit or loss of joint ventures and associates 85,861 85,861
Financial income 38,402 169 38,571
Financial expense (121,085) (97) (121,182)
Profit/(loss) before tax 118,005 (2,757) (679) 114,570
Income tax (17,224) 466 170 (16,588)
Consolidated profit/(loss) for the period 100,782 (2,291) (509) 97,982
Consolidated profit/(loss) for the period attributable to shareholders of the parent company 74,606 (1,816) (451) 72,339
Consolidated profit/(loss) for the period attributable to non-controlling interests 26,176 (475) (58) 25,643

1.3 Subsequent events

On 24 July, Sonae SGPS, S.A. announced that its subsidiary Fashion Division, S.A. completed the sale of Modalfa – Comércio e Serviços, S.A. ("MO"), and Zippy – Comércio e Distribuição, S.A., including its subsidiaries ("Zippy"), to the consortium composed of Francisco Pimentel, current CEO of MO, and the Fundo Mercúrio – Fundo de Capital de Risco Fechado, a private equity fund managed by Oxy Capital. As of 30 June 2025, the assets and liabilities of these subsidiaries were recorded under "Non-current assets classified as held for sale" and "Liabilities associated with noncurrent assets as held for sale", respectively.

1.4 Basis of preparation

Approval of financial statements

The financial statements were approved by the Board of Directors on 29 July 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.

1.5 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 Effective date (for financial years
beginning on or after)
IAS 21 – The Effects of Changes
in Foreign Exchange Rates: Lack
of Exchangeability
Requirements to determine if a currency can be exchanged for another currency and, when
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 Effective date (for
financial years beginning
on or after)
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 June 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 June 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 June 2025 and 2024:

30 Jun 2025 30 Jun 2024
Restated
Consolidated Indirect
income
Non
recurring
Direct
income (d)
Consolidated Indirect
income
Non
recurring
Direct
income (d)
Turnover 5,252,780 5,252,780 4,267,221 4,267,221
Change in value on investment properties (217) (217) 4,340 4,340
Gains or losses on investments 4,244 15,322 (10,647) (432) 8,765 8,205 560
Others income 85,625 162 85,463 86,582 86,582
Total income 5,342,432 15,268 (10,647) 5,337,811 4,366,909 4,340 8,205 4,354,364
Total expenses (4,870,716) (24) (5,990) (4,864,703) (4,030,748) (8) (19,459) (4,011,281)
Depreciation and amortisation (289,393) (289,393) (218,188) (218,188)
Gains and losses on property, plant and equipment and intangible assets (1,575) (1,575) 3,342 3,342
Provisions for warranty extensions (295) (295) (268) (268)
Asset impairments (1,331) (1,331) (10,067) (3,352) (6,714)
Reversal of provisions and impairment losses 2,101 2,101 1,911 1,911
Reversal of provisions for warranty extensions 319 319 276 276
Other provisions and impairment losses
Net profit/(loss) before financial results, results of joint ventures and associates and non
recurrent items
(3,045)
178,496
(2,701)
12,567

(16,637)
(344)
182,566
(706)
112,461

988

(11,254)
(706)
122,727
Non-recurring results 15,371 (15,371) 9,496 (9,496)
Gains and losses on investments recorded at fair value through profit and loss (18,175) (18,175) (1,141) (1,137) (4)
Financial results (96,871) (96,871) (82,611) (82,611)
Share of profit or loss of joint ventures and associated recorded by equity method
Associates and joint ventures of Sonae Sierra 53,654 25,749 1,266 26,639 37,920 9,982 1,762 26,176
Armilar Venture Funds 128 128 102 102
NOS 40,148 40,148 53,279 53,279
Others 118 118 (5,440) (2,074) (3,365)
Net profit/(loss) profit before tax 157,499 20,269 137,230 114,570 7,860 106,711
Income Tax (18,474) 227 (18,701) (16,588) (2,270) (14,318)
Net profit/(loss) for the period 139,025 20,496 118,529 97,982 5,590 92,393
Attributable to shareholders 101,912 20,051 81,861 72,339 5,494 66,845
Non-controlling interests 37,113 445 36,668 25,643 95 25,547
Underlying EBITDA (b) 473,109 343,082
EBITDA (a) 524,643 409,677
EBIT (c) 234,100 189,321

(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

2.2 Segment information

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

30 Jun 2025 Turnover Depreciation and
amortisation (3)
Direct Provisions
and impairment
losses (3)
Direct EBIT (3) Financial
results (2)
Income
tax direct (3)
MC 4,099,117 (209,398) (1,508) 206,173 (63,676) (27,570)
Worten 636,149 (37,406) (146) (18,528)
Musti 241,512 (23,560) (10) (2,522) (2,633) (1,372)
Sierra 70,350 (1,996) 50 51,477 (4,021) (4,147)
Bright Pixel 846 (414) 10 (4,226) (178) 1,438
NOS 40,148
Other, eliminations and
adjustments (1)
204,806 (16,619) 455 (38,422) (26,363) 12,950
Total consolidated - Direct 5,252,780 (289,393) (1,150) 234,100 (96,871) (18,701)
30 Jun 2024
Restated
Turnover Depreciation and
amortisation (3)
Direct Provisions
and impairment
losses (3)
Direct EBIT (3) Financial
results (2)
Income
tax direct (3)
MC 3,284,882 (154,729) (1,055) 146,061 (51,994) (16,835)
Worten 593,288 (24,740) (9,258)
Musti 139,468 (16,219) 187 (2,483) 682
Sierra 67,131 (1,951) (1,421) 46,691 (6,876) (3,627)
Bright Pixel 1,009 (611) (71) (4,090) 940 318
NOS 53,279
Other, eliminations and
adjustments (1)
181,443 (19,938) 380 (43,550) (22,198) 5,144
Total consolidated - Direct 4,267,221 (218,188) (2,167) 189,321 (82,611) (14,318)
30 Jun 2025 30 Jun 2024
Restated
Investment
(CAPEX)
Invested
capital
Financial
net debt (2) (4)
Investment
(CAPEX)
Invested
capital
Financial
net debt (2) (4)
MC 132,493 3,359,688 2,417,321 123,395 2,671,211 1,909,708
Worten 27,650 207,629 26,381 158,852
Musti 13,420 917,560 196,403 4,943 883,603 159,500
Sierra 15,123 1,129,108 43,488 13,709 1,133,200 117,115
Bright Pixel 24,004 316,028 (14,539) 473 322,034 (7,295)
NOS 781,972 791,990
Other, eliminations and
adjustments (1)
28,639 670,616 1,034,261 796,864 672,456 1,018,088
Total consolidated 241,330 7,382,602 3,676,934 965,765 6,633,347 3,197,115

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

Investment Invested capital
30 Jun 2025 30 Jun 2024 30 Jun 2025 30 Jun 2024
Restated
Inter-segment intra-groups and contributions from entities non-individualized
as segments
28,640 12,657 670,616 672,456
Acquisition of Musti shares 658,782
Acquisition of BCF Life Sciences shares 121,875
Others 3,550
Other, eliminations and adjustments 28,640 796,864 670,616 672,456

1) Includes Sonae separate accounts;

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;

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.

2.3 Other income

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

30 Jun 2025 30 Jun 2024
Supplementary income 34,433 31,076
Own work capitalized (Note 3.5) 17,416 16,006
Prompt payment discounts obtained 14,644 14,250
Favourable exchange rate differences 5,810 5,454
Subsidies 1,918 1,227
Gains on disposal of assets 1,863 8,696
Gains on derivative financial instruments 1,284 333
Others 8,257 9,540
85,625 86,582

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

30 Jun 2025
Company Portugal Spain United
Kingdom
France Nordic
countries
Other
countries
Total
MC 483,784 87,681 571,465
Worten 78,185 78,185
Musti 611,231 14,588 625,819
Sierra 18,160 18,160
Bright Pixel 1,318 1,318
Others 31,890 64,856 23,023 119,770
581,447 87,681 31,890 64,856 611,231 37,611 1,414,717
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 Jun 2025 31 Dec 2024
Investments in joint ventures 221,027 213,175
Investments in associates 1,561,684 1,572,127
Total 1,782,711 1,785,302

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

COMPANY 30 Jun 2025 31 Dec 2024
MC
Sohi Meat Solutions - Distribuição de Carnes, S.A. 3,320 3,754
3,320 3,754
Sierra
Arrábidashopping - SIC Imobiliária Fechada, S.A. 40,297 41,292
BrightCity, S.A. 1,038 1,768
Gaiashopping - SIC Imobiliária Fechada, S.A. 46,066 45,109
Living Carvalhido, S.A. 2,835 2,835
Madeirashopping - Centro Comercial, S.A. 23,104 23,467
Parque Atlântico Shopping - Centro Comercial, S.A. 20,472 20,100
Quinta da Foz - Empreendimentos Imobiliários, S.A. 10,909 10,909
SC Aegean B.V. 4,043 2,804
Smartsecrets, Lda. 7,351 7,060
Visionarea - Promoção Imobiliária, S.A. 7,790 4,951
Others 7,676 4,665
171,581 164,963
Others
Universo IME, S.A. 45,480 43,808
Unipress - Centro Gráfico, Lda. 607 625
Others 39 25
46,126 44,458
Investments in joint ventures 221,027 213,175

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

COMPANY 30 Jun 2025 31 Dec 2024
MC
Insco Insular de Hipermercados, S.A. 4,252 4,954
Sempre a Postos - Produtos Alimentares e Utilidades, Lda. 1,307 980
Sportessence - Sport Retail, S.A. 184 292
5,743 6,226
Sierra
3shoppings - Holding, SGPS, S.A. 13,104 13,061
ALLOS, S.A. 107,417 124,835
Area Sur Shopping, S.L. 10,627 9,384
Atrium Bire, SIGI, S.A. 4,261 4,338
CTT Imo Yield - SIC Imobiliária Fechada, S.A. 5,289 4,738
Fundo Investimento Imobiliário Shop. Parque Dom Pedro ("FIISHPDP") 95,868 96,210
Iberia Shop.C. Venture Coöperatief U.A. ("Iberia Coop") 15,079 15,027
Le Terrazze - Shopping Centre 1 Srl 6,089 5,952
Olimpo Real Estate Portugal, SGI, S.A. 2,519 2,575
Olimpo Retail Germany SOCIMI, S.A. ("ORG") 7,362 7,124
Sierra European Retail Real Estate Assets Holdings, BV ("Sierra BV") 308,139 283,650
Sierra Portugal Feeder 1 2,585 2,565
Sierra Portugal Real Estate ("SPF") 19,799 19,707
Torre Norte, S.A. 16,189 17,360
Trivium Real Estate Socimi, S.A. 26,034 25,606
Via Catarina - SIC Imobiliária Fechada, S.A. 7,406 7,563
Others 9,993 10,175
657,760 649,870
Bright Pixel
Fundo de Capital de Risco Armilar Venture Partners II (Armilar II) 46,591 46,686
Fundo de Capital de Risco Armilar Venture Partners III (Armilar III) 17,410 17,432
Fundo de Capital de Risco Espirito Santo Ventures Inovação e Internacionalização (AVP I+I) 14,510 14,953
78,511 79,071
Others
BLUU GmbH 4,379 4,511
1) Greenforce Future Good AG 21,790
NOS SGPS, S.A. 781,972 823,251
Others 11,529 9,198
819,670 836,960
Investment in associates 1,561,684 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 6 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 December 2024, NOS was notified by the Competition Authority of a new statement of objections (accusation), reiterating the previous allegations, to which NOS submitted its defence in 2025. The Board of Directors of NOS believes, based on the information available, that it will be able to demonstrate several arguments in support of its defence. It is, however, believed that the outcome of the proceedings should not result in any significant additional impacts beyond those already reflected in NOS's financial statements.

2. 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. At that point, the parties requested a new suspension of the proceedings, and as no decision was issued on the request, final arguments were submitted. The Board of Directors of NOS believes that the claimant's arguments will not be upheld in relation to several categories of customers covered by the case. However, it is believed that the outcome of the proceedings should not result in any significant additional impacts beyond those already reflected in NOS's financial statements.

3.2.2 Movements occurred in the period

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

30 Jun 2025
Investments in joint ventures Proportion on
equity
Goodwill Total
investment
Balance as at 1 January 213,052 124 213,175
Capital increases during the period 4,966 4,966
Capital decreases during the period (800) (800)
Period disposals (230) (230)
Other variations 1,348 1,348
Equity method:
Effect in gains or losses in joint controlled 9,691 9,691
Distributed dividends (7,050) (7,050)
Effect in equity capital and non-controlling interests (73) (73)
220,903 124 221,027
30 Jun 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 9,215 9,215
Transfer of investments from subsidiaries to associates 17,674 17,674
Capital decreases during the period (3,582) (3,582)
Period disposals (18,914) (18,914)
Equity method:
Effect in gains or losses in associates 84,357 84,357
Distributed dividends (94,789) (94,789)
Effect in equity capital and non-controlling interests (4,404) (4,404)
1,346,059 215,625 1,561,684

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 Jun 2025 31 Dec 2024
Bright Pixel
Afresh 3,173 3,579
Arctic Wolf 71,675 80,858
Brij 4,266
Citcon 4,265 4,813
Codacy 6,000 6,000
FlowFuse 1,993
Hackuity 6,000 6,000
Harmonya 7,679 6,738
Infraspeak 11,153 11,153
Jentis 5,505 5,505
Jscrambler 3,829 3,829
KeyChain 4,420 3,850
Knostic 4,266 4,813
Ometria 12,946 13,357
Portainer.io 1,923 2,006
SafeBreach 12,868 14,516
Sales Layer 7,184 9,714
Sekoia 15,517 12,522
Seldon 2,449 3,471
Tamnoon 5,119 5,775
Trustero 5,119 5,775
Vicarius 8,532 9,626
Other financial assets 27,439 14,394
233,320 228,295
Others
Others 11,438 1,500
11,438 1,500
Financial assets at fair value through profit or loss 244,758 229,795

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 Jun 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 June 2025 and 2024, the movement in the value of financial assets at fair value was as follows:

30 Jun 2025 30 Jun 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 33,788 50
Increase/(decrease) in fair value through profit or loss (18,175) (562)
Increase/(decrease) in fair value through other comprehensive income (201) (1,249)
Transfers to investments in subsidiaries (37,219)
Others (449) (266)
Financial assets at fair value through other comprehensive income and through profit or loss 253,468 243,115

In the period ended on 30 June 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.

3.4 Property, plant and equipment

During the six months period ended on 30 June 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 6,749 7,319 129 14,859 3,015 105,616 137,686
Decreases and write-offs (3,173) (24,974) (298) (2,857) (503) (753) (32,559)
Disposals of subsidiaries (5,862) (1) (8) (5) (536) (6,413)
Exchange rate effect (243) (78) (9) 340 23 32
Transfer for non-current assets classified as held for sale (Note 3.7) (2,088) (68,220) (115) (5,262) (1,070) (2,493) (79,248)
Transfers 5,323 65,784 683 6,168 2,404 (87,642) (7,279)
Closing balance as at 30 June 2025 1,517,348 2,260,677 37,139 409,440 102,435 83,342 4,410,382
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 13,580 79,347 1,063 20,089 4,798 118,876
Decrease of impairment losses of the period (171) (175) (2) (15) (363)
Disposals of subsidiaries (4,996) (1) (4,997)
Decreases and write-offs (2,486) (21,897) (262) (2,551) (488) (27,685)
Exchange rate effect (128) (19) (7) 193 38
Transfer for non-current assets classified as held for sale (Note 3.7) (2,088) (60,289) (111) (4,544) (954) (67,985)
Transfers 238 (757) (214) (466) 259 (940)
Closing balance as at 30 June 2025 557,515 1,419,108 25,084 264,272 74,357 2,340,335
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 June 2025 959,833 841,569 12,055 145,168 28,078 83,342 2,070,046

The investment includes the acquisition of assets of approximately 126.3 million euros (107.6 million euros in June 2024), mainly associated with openings and remodelling operations of stores in the Group's retail segments.

3.5 Intangible assets

During the six months period ended on 30 June 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 Software Other intangible Intangible assets in Total intangible
similar rights assets progress assets
Gross Assets
Opening balance as at 1 January 2025 625,455 720,953 251,518 51,100 1,649,025
Investment 4,947 1,724 1,925 40,645 49,243
Decreases and write-offs (24) (2,469) (1,210) (463) (4,166)
Exchange rate effect (579) 85 (262) (757)
Transfer for non-current assets classified as held for
sale (Note 3.7)
(15,368) (24,064) (13,459) (349) (53,240)
Transfers 156 25,552 100 (24,933) 875
Closing balance as at 30 June 2025 614,588 721,781 238,611 66,000 1,640,980
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2025 91,322 458,699 103,789 653,811
Depreciation of the period 1,091 31,054 9,044 41,189
Decreases of impairment losses of the period (210) (7) (217)
Decreases and write-offs (2,143) (320) (2,464)
Exchange rate effect 73 173 246
Transfer for non-current assets classified as held for
sale (Note 3.7)
(15,366) (20,140) (13,459) (48,965)
Transfers (11) 15 4
Opening balance as at 30 June 2025 77,047 467,322 99,235 643,604
Carrying amount
As at 31 December de 2024 534,133 262,253 147,728 51,100 995,214
As at 30 June 2025 537,541 254,459 139,376 66,000 997,376

On 30 June 2025, the "Investment" flow for the period related to intangible assets in progress includes approximately 39 million euros related to IT projects and software development. Within that amount it is included 17 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 six months ended on 30 June 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 102,208 2,979 473 105,660
Exchange rate effect 962 255 1,218
Transfers 90 90
Transfer for non-current assets classified as held for sale (33,088) (1,730) (141) (34,959)
Write-offs and decreases (21,513) (4,377) (23) (25,913)
Closing balance as at 30 June 2025 2,334,951 160,458 13,867 2,509,276
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2025 833,876 97,246 5,881 937,004
Depreciation of the period 107,906 20,285 1,136 129,328
Exchange rate effect 173 25 198
Transfers 60 60
Transfer for non-current assets classified as held for sale (23,828) (782) (137) (24,748)
Write-offs and decreases (14,521) (4,020) (23) (18,563)
Impairment losses of the period (628) (628)
Closing balance as at 30 June 2025 903,038 112,755 6,857 1,022,650
Carrying amount
As at 31 December 2024 1,452,416 66,085 7,676 1,526,177
As at 30 June 2025 1,431,913 47,703 7,010 1,486,626

3.7 Non-current assets and liabilities held for sale

In May 2025, Sonae, through its subsidiary Fashion Division, S.A., entered into an agreement for the sale of Modalfa – Comércio e Serviços, S.A. ("MO") and Zippy – Comércio e Distribuição, S.A., including its subsidiaries ("Zippy"). Following this agreement, as provided under IFRS 5, the contributions of MO and Zippy to the consolidated financial statements were presented as "Non-current assets classified as held for sale" and "Liabilities associated with noncurrent assets classified as held for sale", with the following details:

Mo and Zippy
Assets
Non-current assets:
Property, plant and equipment (Note 3.4) 11,263
Intangible assets (Note 3.5) 4,275
Right of use assets 35,106
Other investments 194
Deferred tax assets 12,118
Other non-current assets 77
Total non-current assets 63,030
Current assets:
Inventories 39,004
Trade receivables and other current assets 37,736
Cash and cash equivalents 11,644
Total current assets 88,384
Impairment on non-current assets held for sale (19,093)
Non-current asset held for sale 132,321
Liabilities
Non-current liabilities:
Lease liabilities 29,740
Other non-current liabilities 1,617
Deferred tax liabilities 5,188
Total non-current liabilities 36,545
Current liabilities:
Lease liabilities 11,842
Trade payables and other current liabilities 66,436
Total current liabilities 78,278
Liabilities directly associated with non-current assets held for sale 114,823

Additionally, as of 30 June 2025, the line item "Non-current assets classified as held for sale" includes 6.5 million euros related to an asset that will be disposed of in 2025 in Romania.

4. Working capital

4.1 Deferred taxes

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

Deferred tax assets Deferred tax liabilities
30 Jun 2025 31 Dec 2024 30 Jun 2025 31 Dec 2024
Difference between fair value and acquisition cost 274 274 200,408 200,456
Temporary differences on property, plant and equipment and intangible
assets
108,437 112,881
Temporary difference of negative goodwill and equity method 28,408 30,911
Provisions and impairment losses not accepted for tax purposes 24,153 34,676
Impairment of assets 639 639
Valuation of hedging derivatives 3,811 2,689 2,936 3,955
Amortisation of goodwill for tax purposes 84,818 75,617
Tax losses carried forward 129,312 138,448
Reinvested capital gains/losses 32 35
Tax benefits 78,808 76,059 18,531 18,531
Rights of use 93,638 98,788 115,829 121,283
Others 7,081 9,532 398 1,524
337,077 360,466 560,436 565,833

On 30 June 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 June 2025, the movement in non-controlling interests are detailed as follows:

30 Jun 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
(406) 48 (358)
Change in currency translation 4 186 (48) 142
reserve
Participation in other comprehensive
income (net of tax) related to joint
ventures and associated companies
included in consolidation by the
equity method
(1) (380) (381)
Capital increase 284 284
Loss of control of subsidiaries 845 845
Acquisition of subsidiaries 1,015 1,015
Changes in hedging reserves (994) 4 (990)
Other variations (36) (22) (9) (66)
Net result for the period attributable
to non-controlling interests
33,825 (585) (1,478) 2,083 (900) 4,168 37,113
Closing balance as at 30 June 404,541 1,616 21,022 68,028 32,322 137,676 665,206

5.2 Earnings per share

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

30 Jun 2025 30 Jun 2024
Restated
Net profit
Net profit taken into consideration to calculate basic earnings per share (consolidated profit for the period) 101,912 72,339
Net profit taken into consideration to calculate diluted earnings per share 101,912 72,339
Number of shares
Weighted average number of shares used to calculate basic earnings per share 1,940,881,015 1,931,396,553
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 (1,659,854) (2,260,315)
Weighted average number of shares used to calculate diluted earnings per share 1,958,164,452 1,946,694,161
Earnings per share
Basic 0.05251 0.03745
Diluted 0.05204 0.03716

5.3 Loans

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

30 Jun 2025
Outstanding amount
31 Dec 2024
Outstanding amount
Current Non Current Current Non Current
Bank loans 260,998 1,326,810 169,553 922,592
Bonds 22,868 841,983 22,866 1,049,925
Other loans 5,189 3,100 5,199 2,924
Total loans 289,055 2,171,893 197,618 1,975,441
30 Jun 2025
Outstanding amount
31 Dec 2024
Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae, SGPS, S.A. - commercial paper 47,500 20,000
Sonae, SGPS, S.A. - ESG-Linked commercial paper 307,500 127,500
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 25,200
Sonae SGPS affiliated / 2019/2022 - ESG Linked RCF 49,947
Sonae SGPS affiliated / 2019/2026 - ESG Linked 50,000 50,000
Sonae SGPS affiliated 109,724 7,458 94,668
MCRETAIL, SGPS, S.A. - commercial paper 5,000 20,000 25,000
MCRETAIL, SGPS, S.A. - ESG-Linked commercial paper 20,000 455,000 250,000
MCRETAIL, SGPS,SA - current account 7,130
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 87,342 33,199 59,602 33,199
Sonae Sierra affiliated / 2022/2027 14,296 11,351
Sonae Sierra affiliated / 2016/2026 36,300 36,300
Sonae Sierra affiliated / 2023/2028 106,000 106,000
Others 1,291 16,446 2,081 18,053
251,707 1,327,669 166,086 923,738
Bank overdrafts (Note 5.4) 9,658 3,770
Financing arrangement costs (367) (859) (302) (1,146)
260,998 1,326,810 169,553 922,592
30 Jun 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 450,000 550,000
Bonds MC/ December 2019/2026 30,000 30,000
Bonds MC/ April 2020/2027 19,000 57,000 19,000 76,000
Bonds MC ESG / November 2021/2026 60,000
Bonds MC ESG 2023/2026 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 Sierra 2022/2029 50,000 50,000
Bonds Sierra 2022/2027 25,000 25,000
Others 6,058 6,058
Financing arrangement costs (132) (6,075) (134) (7,133)
Bonds loans 22,868 841,983 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 June 2025 on bond loans and bank loans averaged approximately 3.12% (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 Jun 2025 31 Dec 2024
N+1 a) 284,620 193,809
N+2 675,710 382,953
N+3 622,415 459,818
N+4 657,111 922,007
N+5 193,161 169,911
After N+5 27,329 46,106
2,460,346 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 June 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 June 2025, Sonae has cash and cash equivalents in the amount of 488 million euros (600 million euros at 31 December 2024) and available credit lines as follows:

30 Jun 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 95,500 110,000 96,000 255,000
Sierra 39,469 8,704 39,469 11,649
Sonae & Others 138,800 237,553 174,000 485,000
273,769 356,257 309,469 751,649
Amounts of contracted credit lines
MC 96,000 330,000 96,000 330,000
Sierra 39,469 8,704 39,469 23,000
Sonae & Others 194,000 467,500 194,000 485,000
329,469 806,204 329,469 838,000

5.4 Cash and cash equivalents

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

30 Jun 2025 31 Dec 2024
Cash at hand 29,480 31,309
Bank deposits 282,788 412,803
Bank deposits - tenants deposits 3,256 3,766
Treasury applications 172,179 152,032
Cash and cash equivalents on the statement of financial position 487,703 599,909
Bank overdrafts (Note 5.3) (9,658) (3,770)
Cash and cash equivalents in the statement of cash flows 478,045 596,139

5.5 Financial results

Financial results are as follows:

30 Jun 2025 30 Jun 2024
Restated
Expenses
Interest payable:
Related with bank loans and overdrafts (17,683) (18,537)
Related with non convertible bonds (20,569) (22,173)
Related with operational leases (52,376) (44,646)
Others (5,456) (406)
(96,085) (85,762)
Foreign exchange losses (4,471) (29,639)
Up front fees and commissions related to loans (4,076) (3,596)
Losses from derivatives financial instruments (3,698)
Others (417) (2,185)
(108,748) (121,182)
Income
Interest receivable:
Related with bank deposits 2,456 6,010
Others 3,340 3,001
5,795 9,011
Foreign exchange gains 3,174 28,348
Earnings from derivatives financial instruments 2,126 728
Other financial income 782 484
11,877 38,571
Finantial results (96,871) (82,611)

6. Provisions

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

Non-current
provisions
Current
provisions
Opening balance as at 1 January 2025 33,660 5,538
Increases 2,771 783
Decreases (1,688) (635)
Transfers and other movements (633) 321
Closing balance as at 30 June 2025 34,110 6,007

7. Related parties

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

Parent Company Jointly controlled companies
30 Jun 2025 30 Jun 2024 30 Jun 2025 30 Jun 2024
Sales and services rendered 198 188 8,406 5,515
Other income 6 1 4,238 1,705
Cost of sales (237,356) (201,949)
External supplies and services (238) (236) (4,206) (2,028)
Other expenses (1) (1)
Financial income 431 469
Financial expense (43) (166) (201) (98)
Acquisition of property, plant and equipment 5 1
Sales of property, plant and equipment (2)
Associated companies Other related parties
30 Jun 2025 30 Jun 2024 30 Jun 2025 30 Jun 2024
Sales and services rendered 58,294 54,938 10,776 6,926
Other income 152 670 2,162 1,436
Cost of sales (90) (465) (1,019) (1,118)
External supplies and services (10,301) (8,621) (2,604) (3,232)
Other expenses (13) (18) (9)
Financial income 227 127 199 54
Financial expense (2,671) (2,793) (1) (2)
Acquisition of property, plant and equipment 27 39
Sales of property, plant and equipment (7) (1)
Aquisition of intangible assets 36 127
Sales of of intangible assets (7)
Parent Company Jointly controlled companies
30 Jun 2025 31 Dec 2024 30 Jun 2025 31 Dec 2024
Other non-current assets 5,089 6,259
Trade receivables 47 38 2,485 4,116
Other assets 39 86 9,905 19,231
Trade payables (89,677) (87,212)
Other liabilities (249) (478) (866) (833)
Associated companies Other related parties
30 Jun 2025 31 Dec 2024 30 Jun 2025 31 Dec 2024
Other non-current assets 10,814 9,649 4 4
Trade receivables 18,424 22,491 3,127 3,459
Other receivables 9,912 8,554 3,305 3,056
Trade payables (4,986) (4,622) (916) (1,437)
Other payables (4,408) (6,042) (2,358) (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

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

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