Sonae SGPS SA

The Ethics Committee, appointed by the Board of Directors, and chaired by the Lead Non-Executive Director ("Lead Director"), has as one of its main duties, to verify the existence of internal mechanisms for the communication of irregularities, ensuring that any such mechanisms comply with the applicable law, namely regarding confidentiality, treatment of the information and the non-existence of reprisals against the whistleblower (as detailed in section 29 of this Report and at [https://www.sonae.pt/en/investors/government-of-society/](https://www.sonae.pt/en/investors/government-of-society/)) [...] The Statutory Audit Board, in line with its competencies and with its Internal Regulation available at [https://www.sonae.pt/en/investors/government-of-society/](https://www.sonae.pt/en/investors/government-of-society/), receives the claims of irregularities presented by, among others, shareholders and employees of the Company, and keeps record of the claims of irregularities sent to it, promoting, whenever it deems convenient, the necessary proceedings with the Board of Directors, the internal and/or external audit or with any other body and prepares a report about such irregularities, adopting the measures it deems convenient in light of the Statutory Audit Board's duties. With the same purpose, the Statutory Audit Board receives and analyses the quarterly report of the Ombudsperson, requesting from the Ombudsperson all the necessary information for its clarification, also receiving the reports made to the Company's Ethics Committee, that constitute irregularities subject to its competency in accordance with the legal and recommendatory applicable framework."
"Thus, through the leadership of the Risk Management Consulting Group, in coordination of the Sustainability Consulting Group, and following the first year of implementation of the TCFD in 2021, an internal corporate process was established to manage the "failure of climate change mitigation and adaptation", as a critical risk, identified under the EWRM. [...] Risk Management Consulting Group: Chaired by the CFO, João Dolores, who oversees the climate risk assessment exercises that are currently being carried out by each of the Group's companies. [...] Sustainability Consulting Group: The Chairman of the Board of Directors, Paulo Azevedo, and the CEO, Cláudia [...] This is a management-level working group that leads specific working groups related to the strategic pillars of sustainability, one of which focuses on "CO2 and climate change". [...] At two of the four Sustainability Consultative Group's meetings, held annually, the working group on "CO2 and climate change" presents the progress made towards the achievement of our targets. The CEO and the Chair of the Board of Directors are present at all Sustainability Consulting Group meetings, thus maintaining oversight of the progress of each of our portfolio's companies in relation to its climate targets. Additionally, the indicators and targets are also shared with the Remuneration Committee so that, as previously mentioned, they can be part of the remuneration of executives and other employees, relative to the successful management of climate risks.

Dedicated teams for addressing legal and regulatory areas in corporate governance and public affairs [...] Contribution towards public consultations aiming to achieve the most suitable legal and regulatory framework [...] Contribution and coordination with Sectorial lobbying interests [...] Monitoring of political and legislative initiatives and actions"
"Governance There are three Board-level bodies that have oversight of climate-related issues. The Board of Directors oversees all the risks posed to Sonae, including the risks and opportunities related to climate change. The Board of Directors is supported by the Board Audit and Finance Committee (BAFC) and Remuneration Enterprise-Wide Risk Management (EWRM) process, which includes climate-related risks, and the latter oversees climate-related metrics and targets that influence the variable remuneration of employees. Our Chairman, Paulo Azevedo, and CEO, Cláudia Azevedo, supervise the Sustainability Advisory Group (SAG), a management-level Committee that leads specific working groups related to the sustainability strategic pillars, one of these is 2 one representative from each of the companies, to share the actions that are being defined and conducted to meet our Group-level climate and carbon reduction targets. In two of the four SAG meetings held each year, the CO2 and climate change working group presents the progress made towards the achievement of the targets to the SAG. The CEO and Chairman attend all quarterly SAG meetings, thus maintaining oversight of the progress made toward the climate target actions of each Sone companies. As mentioned previously, the TCFD implementation project is being led by the Risk Management Advisory Group, which is supervised by the CFO, João Dolores, and maintains oversight of the climate risk assessment exercises currently being performed by each of the companies. See the section Our governance model at the chapter How we invest to achieve our ambitions of the Integrated Management Report for further detail on these bodies.

Ensuring that all our activities are governed by the faithful application of the principles of ethics and trust is a key concern of the entire Sonae group. With this purpose in mind, Sonae's Code of Ethics and Conduct was created, defining the ethical standards by which we are governed and covering the main recognized social responsible principles, namely regarding the human rights. To ensure its implementation, compliance and monitorization, an Ethics Committee was appointed by the Board of Directors. [...] The Board of Directors is responsible for developing policies and plans, providing oversight, and acting in the best interest of Sonae and its stakeholders, by taking informed, objective, and independent decisions, while also monitoring the executive management and ensuring Sonae's success, namely by fulfilling its commitments such as the sustainability linked. [...] The Board of Directors is supported by a number of Committees, including the Board Remuneration Committee (BRC) that among others, oversights sustainability metrics and targets linked to employees variable remuneration. The indicators and targets, specifically scope 1 and 2 carbon emissions and leadership positions held by women, are shared with the BRC semi-annual so that they can be part of the remuneration of executives and all other employees of the companies, as mentioned in the annual integrated report[2], relative to the successful management of sustainability agenda. [...] Sonae formed Consulting groups as part of its approach to ensure effective and transparent governance, fostering a culture of knowledge sharing. These groups are not only aligned with our strategy but also with our long-standing values. These groups produce, recommend, and consolidate the implementation of our corporate policies across different businesses and coordinate projects. These groups include the Human Resources Consulting Group (HRCG) and the Sustainability Consulting Group (SCG): [...] Oversees sustainability strategies and metrics of Sonae and the companies [...] Sonae defines its sustainability strategy and framework with guidelines and metrics that the companies shall contribute to. The consulting groups monitor business plans and achievements at specific times throughout the year, this includes presenting past performance and setting goals for the upcoming year in the initial meetings of each year, as well as providing a semi-annual status update with challenges to address later in the year. The consulting groups seek to enable and potential unblock common challenges by sharing knowledge, experiences, and best practices.

The Board of Directors is supported by a number of Committees, including the Board Remuneration Committee (BRC) that among others, oversights sustainability metrics and targets linked to employees variable remuneration. The indicators and targets, specifically scope 1 and 2 carbon emissions and leadership positions held by women, are shared with the BRC semi-annual so that they can be part of the remuneration of executives and all other employees of the companies, as mentioned in the annual integrated report[2], relative to the successful management of sustainability agenda. [...] Sonae SGPS will annually provide sufficiently up-to-date information to monitor the performance of the KPIs and to verify the accomplishment of the SPTs. As transparency is of value in the Sustainable Finance market, the company commits to publicly report the information by incorporating the KPIs into their Annual Integrated Report, which is verified by an external party. This reporting would be published regularly, at least annually, in order to enable investors to monitor the progress of the SPT, especially when it is included in a facility, and will be made available on Sonae's website (www.sonae.pt/en). In order to provide investors and lenders with adequate information about the progress made on the KPI(s) and the achievement or not of the SPT(s) set out in this Framework and in the legal documentation of the Sustainability-Linked Financing Instruments, if any, and any impact on the Sustainability-Linked Financing pricing, Sonae SGPS commits to publicly report at least annually in its Annual Integrated Report, which is verified by an external party, or in a specific publication regarding SPTs kept readily available and easily accessible on the Company's website (www.sonae.pt/en): - Up-to-date information on the performance of the selected KPI, as per the relevant reporting period and when applicable, as per the Target Observation Date including the calculation methodology and including the baselines where relevant; - Any relevant information enabling investors/lenders to monitor the ambition of the SPTs including any update in the issuer's sustainability strategy and/or on the related KPI/ESG governance, and more generally any information relevant to the analysis of the KPIs and SPTs. - When relevant, any re-assessments of KPIs and/or restatement of the SPTs and/or pro-forma adjustments of KPI scope more generally any information relevant to the analysis of the KPIs and SPTs. Information may also include, when feasible and possible: - Qualitative or quantitative explanations on the contribution of the main factors to the evolution of the KPIs performance, on an annual basis, and/or - Illustration of the positive sustainability impacts of the performance improvement. Following the occurrence of a Recalculation Event leading to a recalculation of a KPI baseline and/or a SPT, Sonae SGPS will publish on its website, Report or otherwise information on such recalculation, together with the associated verification assurance report (please refer to topics "Recalculation Policy" for more details). [...] Sonae has appointed KPMG & Associados, SROC S.A. to provide independent limited assurance on the alignment of this Framework with the five core components of the SLLP and SLBP. The Independent Limited Assurance Report and the Framework will be made available on Sonae's website (www.sonae.pt/en). Post-Issuance Review Sonae's annual performance of each KPI will be included in their Annual Integrated Report and will be verified by an appropriately qualified independent party of their Annual Integrated Report. Additionally, following an SPT Observation Date, Sonae's actual performance of the KPIs relative to the respective SPTs will be verified by an appropriately qualified independent party, which shall issue an Independent Assurance Report. Our Annual Integrated Report as well as the Verification Assurance Certificate confirming the performance of the KPIs relative to the respective SPTs will be made publicly available on Sonae's website (www.sonae.pt/en).

The Board of Directors discusses and approves the Company's main policies, including the risk policy and the sustainability policy (which, in turn, includes the risks and inherent impacts, as well as the follow-up of the applicable regulation, the monitoring of the evolution of the results achieved and the compliance with the commitments and objectives undertaken within the scope of sustainability) defining and monitoring the existence of acceptable risk levels. The Executive Committee is responsible for overseeing and monitoring the implementation of these policies, ensuring that sustainability and risk management objectives are effectively integrated into business operations. [...] The Sustainability Consulting Group (SCG) was designed to support and challenge portfolio companies in their sustainability strategies. Sponsored by the Chair of the Board of Directors and the Chief Executive Officer (CEO) and led by the Chief Development Officer (CDO), the SCG brings together representatives from all portfolio companies to foster a shared vision of sustainability across the group. It plays a central role in recommending common sustainability guidelines, ensuring they are effectively integrated into business strategies while reinforcing the group's commitment to sustainable development. [...] The Sustainability Transversal Task Force ("Task Force") operates at a tactical level, driving the acceleration of sustainability strategies across Sonae's portfolio companies in alignment with ESG principles. Its main role is to identify solutions, foster synergies, and address challenges, ensuring that sustainability goals are met efficiently. Designed as a centralized yet agile structure, the task force enables companies to collaborate, share expertise, and overcome barriers in sustainability implementation.

Sonae works openly and transparently with several public entities to share our plans, understand their priorities and concerns, and find mutually beneficial solutions. We also strive to maintain positive and constructive relationships with regulators so that we can operate correctly, help to shape policy in our markets and position our portfolio to seize future opportunities. [...] Dedicated teams responsible for addressing legal and regulatory areas in corporate governance and public affairs. [...] Contribution to public consultations aiming to achieve the most suitable legal and regulatory framework both at the national and European levels. [...] Support the group's legal views vis-à-vis Portuguese and international stakeholders. [...] Support the group's legal interests and views with public supervisory authorities. [...] Close collaboration with sectorial associations (national and international) to access relevant information and provide our input in different areas of relevance for the interest of our businesses. [...] Identification, analysis, anticipation, and close follow-up (at all stages) of national and European political and legislative initiatives and actions with a potential impact for the group.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Sonae Capital actively and regularly engages with stakeholders and policy makers in order to increase the number of climate change adaptation and mitigation actions and to strengthen existing actions. Sonae believes, as the largest business group in Portugal, that it can generate a positive impact by leading the process in a comprehensive and integrative way.
All processes implemented are closely supervised and approved by the Board of Directors, to ensure that engagement made with policymakers and other stakeholders is consistent and aligned with the Climate Change Strategy and is carried out in a common way across all business units and geographies where the company operates.
The Sustainability Advisory Group continues to strengthen policy definition and project implementation across our portfolio and help us focus on key action axes. It also reinforces our growing commitment to sustainable development by focusing on two levels of action: a transversal group of core members who meet quarterly, representing the different companies, and a set of working groups, formed according to their strategic axes of action, the first being CO2 and climate change. The Sustainability Advisory Group also supports the Group's presence in external forums, such as the WBCSD, and the dissemination of best practices and know-how.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Sonae actively and regularly engages with stakeholders and policy makers in order to increase the number of climate change adaptation and mitigation actions and to strengthen existing actions. Sonae believes, as the largest business group in Portugal, that it can generate a positive impact by leading the process in a comprehensive and integrative way. By way of example, and specifically in its relationship with the supply chain, Sonae seeks to make partners aware of the need for adaptation and mitigation and stimulates the development of new, more sustainable products and services. All processes implemented are approved and rigorously supervised by the Board of Directors to ensure that all types of commitments made to policy makers and other stakeholders are consistent and aligned with the Climate Change Strategy and are carried out in a common manner across all Sonae Group companies, all business units and all geographies where Sonae operates. Our Sustainability Advisory Group continues to strengthen policy definition and project implementation across our portfolio and help us focus on key action axes. This group also ensures that the common approach to multiple climate engagement activities across business divisions and geographies is consistent with our climate change strategy. The Sustainability Advisory Group reinforces our growing commitment to sustainable development by focusing on two levels of action: a transversal group of core members who meet quarterly, representing the different Sonae companies, and a set of working groups, formed according to their strategic axes of action, the first being CO2 and climate change. The Sustainability Advisory Group also supports Sonae's presence in external forums, such as the World Economic Forum or the WBCSD, and the dissemination of best practices and know-how. Sonae also joined the list of companies that signed the "Paris Pledge for Action", an initiative that was part of the Paris Climate Conference (COP21). The document recognises climate change as a threat to current and future generations, so that the implementation of measures to reduce carbon emissions will contribute to diminish current risks, as well as to provide better growth and sustainable development.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]Yes