Key team members:

Célia Sá Miranda, General Counsel

Nuno Mendes Bizarro, Senior Lawyer

Ana Raquel Mendonça, Legal Advisor

Ana Catarina Santos, Legal Advisor

Maria José Ribeiro, Legal Assistant

Team size:  Five

What are the most significant cases or transactions that your legal team has recently been involved in?

The legal team played a key role in the voluntary public tender offer launched for the acquisition of Musti Group, a listed Finnish pet care company. This complex cross-border transaction demanded strong coordination across jurisdictions, deep expertise in capital markets regulation, and careful management of legal and reputational risks. Working closely with external legal advisors in the relevant jurisdiction, our team provided end-to-end legal support – from analysing regulatory notifications to contractual negotiations and reviewing offer documentation – contributing decisively to the successful launch and execution of a strategic investment that reinforces Sonae’s international growth strategy. In parallel, the team also supported the structuring and execution of a EU€550mn financing package for the transaction, ensuring legal and regulatory alignment in close coordination with the financial team and external counsel.

The Team supported a series of Venture Capital transactions made by Sparkfood SA venture arm showing a growing appetite of Sonae Group on key Venture investment areas related with ingredients and natural extracts, ensuring both efficacy and a connection to nature.

The team also ensured the legal coordination of the acquisition by Sparkfood (a Sonae subsidiary) of a majority stake in BCF Life Sciences – a French-based biotech company specialised in the extraction and purification of high-value amino acids for use in human, animal and plant nutrition. This cross-border investment, rooted in food tech and circular economy principles, required careful legal alignment and governance coordination at an international level.

Additionally, the team plays a central and ongoing role in ensuring high standards of corporate governance across the Group. This includes the preparation and coordination of general shareholders’ meetings, the implementation of best governance practices, and the monitoring of compliance with all applicable regulatory obligations, including those arising from the CMVM (Portuguese Securities Market Commission) and Euronext Lisbon. Through close collaboration with senior management and corporate functions, the team ensures that governance structures remain robust, transparent, and aligned with market expectations and legal requirements.

Over the past year, the legal team has been instrumental in the implementation of the Corporate Sustainability Reporting Directive (CSRD). This complex, cross-functional process involves close coordination with sustainability, finance, and investor relations teams to ensure legal alignment with evolving disclosure requirements. The team also contributed to strengthening governance structures around non-financial reporting, helping define responsibilities, reinforce oversight, and promote transparency. Its legal review and risk assessment of the 2024 Sustainability Report reflected a broader commitment to embedding robust governance – the “G” in ESG – into Sonae’s sustainability strategy.

These contributions reflect the legal team’s integrated role as a trusted business partner, working proactively with internal and external stakeholders to manage legal complexity and support long-term value creation. Across these projects, the legal team has consistently contributed to the execution of Sonae’s strategic priorities, ensuring legal certainty, operational agility, and alignment with international standards of governance and sustainability.

What factors influence your team’s decision to use external legal services versus handling matters in-house, and what criteria are used to evaluate their performance?

The decision to engage external legal services is mostly driven by the need for external jurisdiction-specific expertise, regulatory or technical specialisation, resource constraints during peak periods, or the strategic importance and complexity of the matter. We tend to handle most corporate, governance, and transactional support in-house, but rely on trusted external counsel for cross-border transactions, specialised regulatory advice (namely in what regards competition law and capital markets).

When selecting external legal advisors, we consider their technical expertise, responsiveness, commercial awareness, and familiarity with our business context. Performance is evaluated on the basis of quality of advice, efficiency, clarity in communication, collaboration with the in-house team, adherence to deadlines and budgets, and the ability to add value beyond the technical dimension. We value partners who act as true extensions of our team and who help us anticipate risks while enabling sound decision-making.

How does your team contribute to the overall business strategy of the company? Can you share an example of a recent legal-led initiative that had a significant impact?

The legal team is fully integrated into Sonae’s strategic decision-making processes, acting not only as a risk manager but also as an enabler of value creation. By providing legal insight early in the development of key initiatives, we help shape decisions that are sustainable, compliant, and aligned with the Group’s long-term objectives. Our contribution spans M&A, governance, capital markets, regulatory positioning, ESG and innovation.

A recent example was our involvement in the public tender offer over Musti Group Plc. The legal team was engaged from the outset, supporting both the strategic design and legal execution of the transaction, including coordination with external counsel across jurisdictions regarding the tender offer as well as the structuring of the financing package.

What are some of the biggest legal or regulatory challenges currently facing your industry, and how is your team preparing to address them?

One of the biggest legal and regulatory challenges currently facing our industry is the growing complexity and volume of sustainability-related obligations — particularly those stemming from the CSRD, CSDDD, and evolving ESG disclosure and due diligence frameworks. These regulations require companies to reassess governance structures, risk management, supply chain oversight, and the way non-financial performance is monitored and communicated.

In parallel, we are also seeing increasing regulatory scrutiny in areas such as data protection, competition law (particularly in the context of digital and retail ecosystems), and capital markets compliance – all of which demand legal agility and alignment across jurisdictions. At the same time, legal teams are navigating a growing array of complex cross-border issues, including ESG and sustainability regulation, supply chain due diligence, cybersecurity, and the deployment of AI technologies, which are triggering novel compliance and ethical considerations. Challenges around global tax governance and transfer pricing, anti-bribery and anti-money laundering enforcement. Addressing these interconnected demands requires continuous legal innovation, close coordination with local counsel, and strategic alignment across multiple regulatory environments.

Our team addresses these challenges through early involvement in strategic discussions, close coordination with internal stakeholders, ongoing collaboration with external counsel and industry peers, and a strong investment in legal monitoring and regulatory foresight. We are also focused on reinforcing our internal processes and governance frameworks to ensure the group is not only compliant, but well-positioned to turn regulatory demands into long-term value.