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Sonae SGPS

Interim / Quarterly Report Sep 24, 2021

1901_ir_2021-09-24_4d08f8cf-a330-4a9a-8d4f-54ced95394d1.pdf

Interim / Quarterly Report

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2021 First half Results

1H21 Highlights

Financial Performance

  • Strong consolidated turnover growth of 5.5% driven by the solid performances of Sonae MC and Worten, which continued to conquer market share despite the challenging comparable period, and also encouraging signs from both Sonae Fashion and Sonae Sierra in 2Q21.
  • · Online sales increased 33% you in 1H21, with all our fully controlled businesses growing on top of last year's outstanding performances, clearly showing that our digital path is on the right track.
  • Regarding profitability, both underlying EBITDA and EBITDA recorded double-digit increases, of 11.4% and 15.5% you respectively, supported by the strong turnover growth.
  • Sonae's net result (group share) reached €62 M in 2Q21, clearly above both 2020 and 2019 figures.
  • Capital structure remains strong and Sonae continues to have comfortable levels of financing costs and debt maturity profiles.

Portfolio Management Activity

  • · In January, Worten reached an agreement with Media Markt for the sale of 17 stores and closed another 14 stores in mainland Spain, having announced a new strategy for that geography.
  • In March, Sonae acquired an additional 10% stake in Sonae Sierra for €82 M, following the exercise of a put option by Grosvenor. The transaction was completed at an 8% discount to NAV (at the end of 1Q21). Sonae now holds 80% of Sonae Sierra.
  • In April, Sonae FS and Banco CTT signed a partnership agreement for the next 5 years, and thereby Sonae reinforced its commitment to the financial services sector.
  • Sonae IM saw a third company in the portfolio reach a unicorn status in the beginning of 2021 Feedzai and, in 2Q21, sold part of its stake in Arctic Wolf for €36.4 M (gross cash-in), resulting in a capital gain of €12.3 M. Also in 2Q, Sonae IM reached an agreement to sell its entire stake in Bizdirect (completion already took place in the 3Q),
  • · In May, Sonae MC reached an agreement to sell its 50% stake in Maxmat, a transaction which should be completed in 3021.

CEO Letter

The second quarter of 2021 was a positive and reassuring period for Sonae overall, despite the challenges that we are still facing in each of our businesses. It was a period in which we continued to take important steps towards our vision of being more digital, customer-centric, international and sustainable.

After a period of severe limitations to our operations, the easing of restrictions at the beginning of the second quarter allowed our businesses to see encouraging signs of recovery across several geographies and to demonstrate their very competitive and robust value propositions leveraged on unique customer insight and digital capabilities.

Up to the end of June, our balanced portfolio continued to show a very solid performance with consolidated turnover growing by 5.5%, online sales increasing by more than 30% and underlying by 11.4%, compared to the same period of last year. We even reached operational and financial performances above those recorded in 2019. Our recent investment and portfolio strategy has better positioned us to face the future, and this is already visible in our latest performance.

As I wite this CEO letter, we are still witnessing significant volatility in all our markets. Despite this context, I have no doubt that our teams will continue to show the same resilience, dedication and commitment as in previous months. I believe we are getting closer to a new normal and I remain confident that we are well prepared to take advantage of the opportunities that will arise.

l would like to leave a final word to MaxMat, Bizdirect and their teams. Both companies form an important part of our history, a history of which we are very proud. Both organisations have had an outstanding long-term track records and a clear identification with Sonae's mission and values. We believe that the transactions we announced recently will ensure that these businesses are well positioned to continue their successful paths. We wish companies all the best for this new chapter in their lives.

Cláudia Azevedo, CEO

Group Consolidated Performance

1. Brief Portfolio Update

During the 1H21, and in terms of portfolio management activity: (i) Worten announced its plan to optimise the Spanish operation; (ii) Sonae increased its shareholding in Sonae Sierra to 80%, following the exercise by Grosvenor of its put option right for a 10% stake; (iii) Sonae FS and Banco CTT signed a partnership agreement for the next five years, for the Universo operation; (iv) Sonae IM agreed to sell Bizdirect for €12 M; and (v) Sonae MC agreed to sell its 50% shareholding in Maxmat for €65 M.

Portfolio and accounting method
Company Stake Consolidation method
Sonae MC 100% Full consolidation
Worten 100% Full consolidation
Sonae Sierra 80% Full consolidation
Sonae Fashion 100% Full consolidation
Sonae FS 100% Full consolidation
Sonae IM 90% Full consolidation
nus 31% Equity method
ISBG 30% Equity method

Note: 23% stake in NOS is consolidated by equity method and 7.38% acquired by Sonae is a financial investment.

2. Consolidated Performance

P&I

During the 1H21, Sonae's consolidated performance was hit by a challenging context in Portugal, namely: (i) a lockdown period from mid-January until mid-April as stores with non-essential products were forced to close again; and (ii) a post-lockdown period from mid-April onwards with a gradual easing of restrictions and full reopening of all stores, including shopping centres, only in May, still with limits both in store capacity and opening hours. Moreover, it is relevant to recall that the last 2 weeks of March, April and May of 2020 were severely hit by the effects of Covid-19.

Under this context, consolidated turnover increased by 5.1% yoy to €1.6 bn in the 2Q21, mainly anchored on the positive contributions from Sonae MC, Sonae Fashion and Sonae Sierra, leading to a 5.5% growth in the 1H21 to €3.2 bn. In terms of underlying EBITDA and following the top line trend in the 2Q21, Sonae was able to show an increase of 9.9% you to €136 M, mainly driven by the recovery of Sonae Fashion and the impact of the Spanish restructuring process at Worten. At the end of the 1H21, underlying EBITDA reached €246 M, +11.4% you. Regarding EBITDA, it reached €165 M in the 2Q21, a significant improvement when compared to 2Q20, mainly backed by the

EM 1H20 R 1H21 yoy 2020 R 2021 yoy
Turnover 3.054 3,222 5.5% 1,536 1,614 5.1%
Underlying EBITDA 221 246 11.4% 124 136 9.9%
margin 7.2% 7.6% 0.4 p.p. 8.1% 8.4% 0.4 p.p.
Equity method results* 18 36 9 19
Non-recurrent items 14 10 -28.0% -7 10
EBITDA 253 292 15.5% 126 165 31.2%
margin 8.3% 9.1% 0.8 p.p. 8.2% 10.2% 2.0 p.p.
D&A -106 -104 18% -53 -52 3.1%
D&A - Roll -63 -64 -1.0% -32 -32 -0.9%
Prov and imp. -53 -19 64.9% -7 0
EBIT 31 106 34 82
Net Financial results -55 -53 3.3% -25 -25 0.8%
Taxes 5 2 -67 7% -2 -1 44.1%
Direct result -19 54 б 55
Indirect result -67 15 -47 10
Net result -86 ea -41 66
Non-controlling int. 10 -7 23 -4
Net result group share -76 62 -18 62

Notes: R - Restated figures as Maxmat from Sonae MC and Bizdirect from Sonae IM were considered as assets held for sale and all periods in 2020 and 2021 were restated to consider these assets as discontinued

operations.
* Equity method results: income by equity method results from Sonae Sierra statutory.
* Equity method in the best in the state the states the states of the MOE MO accounts, income related to investments consolidated by the equity method (mainly NOS/Zopt and ISRG) and discountinued operations results.

operational recovery of the businesses harmed by the Covid-19 restrictions last year, higher net result of ISRG when compared to 2020, and the capital gain from the dilution of Sonae IM' stake in Arctic Wolf. This performance fuelled 1H21 EBITDA to €292 M, +15.5% you.

Overall, Direct Result increased almost €50 M in the 2Q21 to €55 M and more than €70 M in the 1H21, due to the high level of Covid-19 extra costs and provisions registered back in the 1020. Indirect result stood on positive ground in the 2Q21, mainly reflecting the evolution in the value of Sonae IM's portfolio, which coupled with the dividends received from the direct stake in NOS (€10.6 M), more than offset the decrease in the value of Sonae Sierra's investment properties. All in all, Sonae's Net result (group share) reached €62 M in the 2Q21 and in the 1H21.

Cash Flow, Net Debt evolution and Financial Structure

Sonae's total capex in 1H21 reached €186 M, with our businesses continuing to invest in their value propositions as well as in their digital paths, and included the acquisition of the additional stake in Sierra for €82 M.

In terms of operational cash flow, Sonae's portfolio released a total of €123 M during the last 12 months.

In terms of portfolio management activity, Sonae reinforced its shareholder positions in several of its companies over the last 12 months (NOS (7.38%), Salsa (50%), Sonae Sierra (10%)), for a total of €323 M (also including Sonae IM investments), which was partially offset by €109 M of cash proceeds from asset sales, mainly related with Sonae IM and Sonae MC sale and leaseback transactions, and the €20 M of dividends received in the period.

All in all, Sonae's FCF (before dividends paid), for the last 12 months stood at -€101 M at the end of June 2021.

Sonae's consolidated net debt reached €1,496 M, +€239 M yoy, mainly driven by the several acquisitions over the last 12 months and the dividend payment of last May.

All in all, Sonae continues to hold a solid capital structure with a comfortable financing position (low cost of debt stable at 1.1% and an average maturity profile of 3.6 years).

In what concerns the leverage profile of our main businesses, Sonae MC posted a 3.3x total net debt to underlying EBITDA ratio (vs. 3.4x in 1H2O), NOS a ratio of Net financial debt to EBITDA (after leasings) of 1.8x, and Sonae Sierra's loan-to-value stood at 24%. Finally, loan-to value at the *excludingSonaeFSbackbook 6,2MatYE20 holding level reached 15%*.

EM 1H20 1HZI you
Total capex 113 186 65.4%
Operational capex 107 94 -11.7%
Sonae MC 88 68 -23.0%
Worten 8 17
Sonae Fashion 6 б -12.5%
Sonae IM 1 1 -28.3%
Sonae FS O 1 103.4%
Sonae Sierra 0 O 6.0%
Financial/M&A capex 6 92
EM 12M
Dec20
L12M
Jun21
var.
EBITDA (inc. rents and taxes) ਤਰਰ 428 7.7%
Working cap. and others 38 -53
Operational capex -264 -252 4.5%
Operational cash flow 173 123 -789%
Net financial activity -32 -29 7.2%
M&A capex -237 -323 -36.1%
Sale of assets 335 109 -67.4%
Dividends received 13 20 49.7%
FCF bef. Dividends 252 -101
EM 1H20 YE20 1H21
Net invested capital 4,839 4.751 5.039
Shareholders funds 2.401 2.440 2.358
Lease liabilities 1.182 1.208 1.185
Net debt 1,257 1.103 1.496
Comparable* 1.257 1.071 1.496

* Average holding net debt excludes Sonae FS' credit book.

Portfolio Performance

1. Fully consolidated companies

Sonae's fully consolidated portfolio continues to be affected by the pandemic context with lockdown and restrictions during the last 6 months. In Portugal, lockdown measures were in place from mid-January until mid-April and since then some restrictions have been lifted but there are still significant limitations to the normal activity of our businesses. Therefore, and under such challenging period, once again the first 6 months of 2021 showed a resilient and solid performance of our portfolio.

Turnover Und. EBITDA margin Turnover Und. EBITDA margin
EM 1H20 R 1H21 цоц 1H2OR 1H21 2020 R 2021 цоц 2020 R 2021
Sonae MC 2.377 2,505 5.4% 9.2% 9.4% 1,205 1,258 4.4% 10.3% 10.2%
Worten 482 518 7.5% 4.1% 6.0% 250 246 -1.6% 4.7% 5.7%
Sonae Sierra 50 46 -7.2% 14.4% 14 1% 23 24 5.4% 11.3% 14.5%
Sonae Fashion 131 135 3.7% 11% 53 74 41.5% 7.3%
Sonae FS 17 11 -37.5% 20.2% 8 6 -19.0% 17.4%
Sonae IM 26 29 10.8% 13 15 12.2% 0.9%
Total 3,054 3,222 5.5% 7.2% - 7.6% 1,536 1,614 5.1% 8.1% 8.4%

Note: R - Restated as Maxmat from Sonae IN were consideredas assets held for sale and all periods in 2020 and 2021 were restated to consider these assets as discontinued operations.

Sonae MC†

After the first quarter with another lockdown in Portugal, the second quarter saw a Turnover gradual easing of tshe restrictions, consumers sought to return to more usual consumption patterns and there was no food inflation according to INE (-0.1%). In addition, the 2Q21 compares with a completely different 2Q20, as last year there was a full lockdown in Portugal with a peak in demand, while some of the new growth businesses were closed or had to deal with severe restrictions. Nevertheless, in the 2Q21, Sonae MC registered a very good performance with turnover growth of 4.4% you and a LfL of +1.3%, mainly fuelled by the new growth businesses recovery. With this performance, Sonae MC was able to continue reinforcing its leadership position with another market share increase, as turnover grew by 5.4% yoy to €2.5 bn in the 1H21 with an implied LfL increase of 2.3%.

Once again, an important highlight to the online business, which continued to grow in the quarter, even comparing with an atypical peak in 2Q20. When compared to 2Q19, sales doubled in this channel and in the 1H21, total online sales jumped 45% yoy.

In terms of store network expansion, Sonae MC continued to expand its proximity format, Continente Bom Dia, and launched the first cashierless store offered by an European retailer - Continente Labs. In the 1H21, the company opened 6

T Please note that has been reclassified as asset held for comparison purposes, it was excluded from 2019, 2020 and 2021 figures. For more information please see Sonae MC 1H21 results in www.sonae.pt

additional Continente Bom Dia stores out of a total of 20 new company-operated stores, representing an additional 9k square meters of sales area. At the end of 1H21, total capex stood at €68 M.

In terms of profitability, the underlying EBITDA in the 1H21 improved by 7.3% you, to €235 M, representing a margin of 9.4% (+17bps above last year), resulting from the robust turnover growth and a sustained operational profitability profile.

Sonae MC's free cash flow stood at -€42 M at the end of the 1H21, mainly reflecting working capital seasonal effects. In terms of net debt at the end of June, Sonae MC reached €664 M, mainly impacted by the dividend payment of €140 M in the 2Q21 and total net debt / underlying EBITDA stood at 3.3x

Finally, Sonae MC reached an agreement to sell its 50% stake in Maxmat for €65 M and an estimated capital gain of c.€40 M. Completion is expected in the 3Q21.

Worten

For the first 6 months of 2021, Worten's operation was still under a pandemic context, characterized by a mandatory confinement period during 1Q21 and significant changes in store opening hours, especially during weekends, throughout the semester. In addition, total sales in 2Q21 were negatively impacted by the restructuring of Worten's operation in Spain, completed during 1Q21.

Notwithstanding this challenging context, Worten delivered a very positive sales performance in 2Q21, totalling €246 M, achieving more than 4% growth when compared to 2Q19 and almost in line with 2Q20, with the latter benefitting from extraordinary sales resulting from the first and most stringent confinement period of last year. On a LfL basis, Worten posted sound growth of 1.5% in 2Q21, with positive performances arising both from the online and offline operations. The marketplace and services operations also contributed positively to growth.

In 1H21, Worten turnover increased 7.5% you, with a LfL of 14.4%, reaching €518 M. Sales performance benefitted from a growing electronics market, with Worten surpassing it and reinforcing its market share, consolidating its undisputed leadership position. Highly convenient solutions and continuously improving service levels allowed Worten to reinforce the weight of the online channel. Consequently, Worten delivered a 29% you increase of online sales at the end of 1H21.

This top line positive performance and the restructuring process in Spain contributed to an improved underlying EBITDA, that reached €31 M at the end of the 1H21 with a margin of 6.0%, growing 1.9 pp vs 1H2O.

Sonae Sierra

2021 continues to be a challenging year for the shopping centre segment as the Covid-19 pandemic and the consequent lockdown restrictions across different countries continue to impact performance. Nevertheless, there have been positive signs of a return to normality every time restrictions are eased, as there continues to be consumer demand for quality shopping centre destinations.

In fact, from an operational point of view, during 1H21, the Sonae Sierra's European portfolio recorded: (i) a 11.6% you increase in tenant sales, with Portugal being the only country underperforming mainly due to lockdowns from mid-January until end of April and (ii) a decrease of 12.3% you in rents (LfL basis), and significantly higher discounts in Portugal, as a result of the new rental regime for 2021 and Sierra's proactive support to its tenant base. In terms of occupancy rate, Sonae Sierra continues to deliver a very high and stable rate of 96.6% at the end of the 1H21.

On a proportional accounting basis, in 1H21 Sonae Sierra reported a net loss of €4.6 M, split between a positive €10.8 M Direct result, and a -€15.4 M of Indirect Result mainly due to the property revaluations in the quarter, having a more significant impact than in the European portfolio which showed very strong signs of stabilising.

Proportional basis - management accounts
ME 1H2O цоц
Total income 751 66 -11.4% 28 35 23.6%
Direct result 00 11 - 3 6
Indirect result -16 -15 3 9% -53 -14 73.5%
Net result -8 -5 43.7% -56 -8 86.0%

Regarding INREV NAV, Sonae Sierra recorded €911 M at the end of June, +1% when compared to the end of 2020, with the net loss referred to above, being more than offset by the positive FX impact in Brazil.

Sonae Fashion+

After a lockdown period in Portugal, during most of the 1Q21, Sonae Fashion started to gradually reopen its stores on April 19th, although with limitations both in terms of capacity and trading hours (which have been increasingly worse in the final stretch of the quarter). Nevertheless, the sector's performance this quarter showed encouraging signs of recovery and Sonae Fashion proved once again to be a good performer in a challenging context, gaining market share in its key markets, according to our estimates for the period.

Within this demanding context, 2Q21 total turnover reached €74 M, +41.5% you (LfL of +61.5%), boosted by all brands and both online and offline operations. This was a very solid performance, particularly when compared to 2019, a year without restrictions, as Sonae Fashion was able to record a top line figure almost in line with 2Q19 figure (€78 M). In year-to-date terms, Sonae Fashion's performance is also encouraging as top line stood at €135 M, +3.7% you and a LfL of +5.1%, particularly taking into account that in the 1H21 stores were closed for 11 weeks - which compares to 7 weeks of full lockdown in 1H2O. An important highlight to online sales which continued to deliver high growth rate, having reached 17% of total turnover.

* Sonae Fashion' stores were closed in Portugal: in 2020 from March 17th till May 4th (7 weeks) and shoping centres stores until June 1* (11 weeks), in 2021 from Jan 15th till April 5th (11 weeks) and shopping centres stores until April 19th (13 weeks).

Following the top line trend, Sonae Fashion was able to post an improved underlying EBITDA both in the 1H21. After a negative 1Q21, mostly due to the new lockdown in Portugal, underlying EBITDA reached €5.4M in the 2Q21 and €1.5 M in the 1H21.

Sonae FS

For Sonae FS, the beginning of the second quarter was marked by the launch of the partnership with Banco CTT, as already announced.

In fully consolidated operations, the gradual lifting of the lockdown restrictions in 2Q resulted in a resumption of activity, with purchases, transfers and payments items growing and exceeding values registered not only last year but also in 2019. With regards to Universo's market share, it stood at 15.0% at the end of May, which compares to 14.8% last year. In addition, the company continued its strong efforts to expand its digital footprint, surpassing 500k clients at the end of June, +39k when compared to the end of March.

Regarding MDS, the company continues to show a strong commercial performance across all channels and geographies. This results in very strong growth, high singledigit in Portugal and double-digit in Brazil, and a significant improvement in operating profitability.

Similarly to the first quarter, proportional results (considering 50% of MDS) continued to register a year-on-year decrease, as a result of both the pandemic context and the business model change with Banco CTT, which will be mitigated over time as the credit portfolio is gradually built. Overall, 1H21 turnover stood at €30.1 M and underlying EBITDA followed the same trend reaching -€2.9 M in the 1H21.

Underlying EBITDA* (EM)

Sonae IM

During the last 3 months and regarding portfolio activity, Sonae IM: (i) sold part of its stake in Arctic Wolf for a gross amount of €36.4 M, with a gross capital gain of around €12.3 M, (ii) entered in the share capital of Portainer.io, one of the most popular container management platforms globally and (iii) reached an agreement, jointly with the remaining shareholders, to sell the entire share capital of Bizdirect to Claranet (completion in the 3Q21), generating total proceeds of €12.2 M and a capital gain of €5.4M. Following the announcement of the agreement on June 1st, Bizdirect was already considered as a discontinued operation both in this year and last years' figures.

Moreover, and with cash invested of c.€140 M in the current portfolio, it continues to be important to highlight the company's impressive achievements on its minority investments portfolio, namely regarding Feedzai, Arctic Wolf and Outsystems, the 3 companies that reached unicorn valuations. Regarding Arctic Wolf, the company recently announced a

* Proportional figures include Sonae FS and 50% of MDS.

new financing round of \$150 M by some of the existing and new investors, at an underlying valuation of \$4.3 bn. Despite being a relatively small transaction, it is a good sign of the company's strong evolution and potential.

Overall, in 2021 Sonae IM's turnover increased by 11% yoy to €28.7 M, benefitting from the performance of the cybersecurity portfolio, and underlying EBITDA improved compared to last year.

2. Equity consolidated companies

The equity method results line in Sonae's P&L is mainly related with: (i) the equity method contribution line of Sonae Sierra' statutory accounts, which corresponds to the shopping centres in which the company holds minority stakes, (ii) Sonaecom's indirect 26% stake in NOS, and (iii) ISRG's net result. During the last quarter, NOS, Sonae

EM 1H2O 1H21 you 2020 2Q21 цоц
Sonae Sierra 10 11 6.9% 1
NOS/Zopt 11 18 66.7% 12 11 -7.7%
ISRG -3 ח -67 -1

Turnover (єм)

1419

Sierra and ISRG have been showing positive signs of recovery, despite the still very challenging context in the different geographies.

NOS

NOS published its 2Q21 results on July 21st. In this 2Q21, NOS continued to post solid operating performance in the Telco segment and the cinema & audiovisual segment was marked by the reopening of cinemas theatres on 19 April.

Turnover amounted to €341 M in 2Q21, +6.2% yoy, the first quarter with growth since 4Q19, supported by a positive evolution of more than 5% in telco and a nearly 50% growth in the Cinema & Audiovisuals segment. In the case of telco, the you comparison benefitted from the fact that last year the invoicing of the premium sports channel was suspended during the months of April and May and roaming revenues dropped significantly. However, even excluding these two effects, telco revenues would have grown by 2% you. The Cinema & Audiovisuals segment benefitted from the opening of movie theatres in mid-April, which were closed for most of 2Q20. In 1H21, turnover stood at €678 M, implying a 1.8% you increase.

As for profitability, 2Q21 EBITDA decreased 2.2% you, due to an increase in direct costs, as last year these were unusually low and in accumulated terms, 1H21 EBITDA stood at €307 M, -1.3% yoy. Net income decreased by €2 M yoy, to €43 M in the 2Q21, and more than doubled compared to last year to €74 M in the 1H21. FCF (exdividend and own shares) decreased you due to both higher capex and leasing liabilities, standing at €30 M in 2Q21.

1H20

1H21

NOS continues to show a conservative capital structure, with a Net financial debt / EBITDA after lease payments of 1.8x vs 1.5x at the end of the 1Q21, well within its target leverage profile.

ISRG**

For ISRG, the 1Q21 (February-April) represented a significant recovery both regarding last year and the year before, with all the banners presenting an encouraging positive evolution. The online channel played a critical role in this quarter, with a double digit increase and more than offsetting the evolution of the offline channel that continued to be harmed by the pandemic restrictions, namely in Portugal. Overall, the L6M 21 showed a very good performance both above last year and 2019 figures.

Regarding profitability, the top line improvement in the quarter was able to fuel a significant improvement at EBITDA level (+€18 M) to -€1 M. This performance implied a better equity method contribution to Sonae's results but still negative in this quarter by €1.4 M (+€3.2 M in the 1H21).

Moreover, the performance in both May and June continue to show encouraging signs in both geographies and across all channels.

Finally, by the end of June, ISRG entered into a conditional agreement to acquire 80% of Deporvillage SL by €140.4 M, funded by the group's cash and bank facilities. Deporvillage, founded in 2010, is an online only retailer focussing on the sale of specialist sports equipment mainly for cycling, running and outdoor with sales of

€118 M and profit before tax of €7.7 M in 2020. Post completion, the 2 founders will keep a 20% stake in the business, as well as their management roles (Chief Executive Officer and Chief Purchasing Officer). This acquisition will enhance ISRG's specialization in key sports categories, while significantly increasing its digital capabilities in the sports equipment market and complementing the ongoing positive developments in its existing banners, namely Sprinter and SportZone.

Corporate Information

Main announcements in the 1H21

January 13th

Sonae informed on the reorganisation of the Spanish operation of its subsidiary Worten – Equipamentos do Lar, S.A.

January 29th

Sonae informed on Sonae MC 2020 Trading Statement.

March 1st

Sonae - SGPS, SA informed about the cransaction by its subsidiary Worten Equipamentos do Lar, S.A. with Media Markt Saturn S.A.U.

March 5th

Sonae informed about communication received from Grosvenor Investments (Portugal) S.Ar.L.

March 17th

Completion of the purchase of 10% of the share capital of Sonae Sierra held by Grosvenor Investments (Portugal) S.Ar.L, for the price of €82.16 million, following the exercise by Grosvenor of its put option right, as announced to the market on March 5th The main impact of this transaction on the Group's consolidated financial statements will be the transfer of Reserves from "Non-Controlling Interests" to "Equity Holders of the Parent Company", since Sonae already holds a controlling shareholding of 70% in Sonae Sierra.

April 1st

Sonae informed on partnership between Sonae Financial Services and Banco CTT and informed on Annual Report 2020.

April 30th

Sonae informed on resolutions taken at Sonae's AGM and about dividend payment. Sonae also informed about Sonae MC Annual Report 2020.

May 25th

Sonae informed that Sonae MC has reached an agreement to sell its 50% in Modelo – Distribuição de Materiais de Construção S.A. ("Maxmat").

June 1st

Sonaecom, a Sonae subsidiary, informed that Sonae IM, together with the remaining shareholders, reached an agreement with Claranet Portugal, S.A. to sell the entire share capital and voting rights of of Digitmarket – Sistemas de Informação S.A. ("Bizdirect").

Subsequent events

July 15th

The Portuguese Competition Authority concluded the analysis of the sale of 50% Modelo – Distribuição de Materiais de Construção S.A. to an entity fully owned by BME Group, having adopted the decision of non-opposition regarding the respective merger control operation

July 16th

Sonaecom, a Sonae subsidiary, informed that the transaction between Sonae IM and Claranet, regarding the sale of the entire share capital and voting rights of Digitmarket – Sistemas de Informação S.A. ("Bizdirect"), has been completed, following the approval from the competition authority and the verification of the conditions precedent agreed between the parties.

ME 1420 2020 1H21
TOTAL ASSETS 7,806 8,149 7,873
Non current assets 6,176 6,328 6,246
Net fixed assets 2,084 2,108 2,058
Net Rights of Use 1,043 1,054 1,023
Goodwill 675 671 667
Investment properties 336 ਤੀਰੇ 317
Other investments 1,642 1,776 1,780
Deferred tax assets 343 358 362
Others 53 41 ਤਰ
Current assets 1,631 1,821 1,627
Stocks 567 636 578
Trade debtors 121 148 114
Liquidity 597 767 551
Others 346 271 383
SHAREHOLDERS' FUNDS 2,401 2.440 2,358
Equity holders 1,921 1,993 1,9889
Attributable to minority interests 479 447 368
LIABILITIES 5,405 5,709 5,515
Non-current liabilities 3,307 3,404 3,502
Bank loans 1,079 1,007 1,162
Lease liabilities 1,077 1,100 1,080
Other loans 550 690 675
Deferred tax liabilities 464 479 474
Provisions 42 47 19
Others 94 81 92
Current liabilities 2,098 2.305 2,013
Bank loans 238 177 215
Lease liabilities 104 107 105
Other loans 15 16 15
Trade creditors 1,132 1.339 1,019
Others 610 666 ਵਿੱਚ
SHAREHOLDERS' FUNDS + LIABILITIES 7,806 8.149 7,873

Sonae Sierra' statutory accounts

EM 1H20 1H21 цоц 2020 2021 yoy
Turnover 50 46 -7.2% 23 24 5.5%
Underlying EBITDA 7 7 -9.1% 3 3 35.0%
margin 14.4% 14.1% 0.3 p.p. 11.3% 14.5% 3.2 p.p.
Equity method results 10 11 6.9% l б
Non-recurrent items 57 0 -2 0
FRIT 68 17 75.4% -4 10
Net Financial results -4 -4 2.7% -1 -2 -86.6%
Taxes -1 - 1 2.5% 0 0
Direct result દિર 12 -811% -6 7
Indirect result -72 -15 79.7% -52 -14 74.0%
Net result -9 -3 69.8% -58 -6
Non-controlling interests l -2 2 -1
Net result group share -8 -5 43.6% -56 -8 86.0%

Methodological Notes

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

Sonae adopted the IFRS16 accounting standard in 2019.

In the 2Q21, Maxmat from Sonae MC and Bizdirect from Sonae IM were considered as assets held for sale and all periods in 2020 and 2021 were restated to consider these assets as discontinued operations in the P&L.

Capex Investments in tangible and intangible assets and investments in acquisitions. For NOS it includes right of
use.
Direct results 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.
(Direct) EBT Direct results before taxes.
EoP End of period.
Indirect results Includes S. 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 Sonae Sierra.
Lease Liabilities Net present value of payments to use the asset.
Like for Like sales (LfL) Sales made by 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 (average) / NAV of the investment portfolio plus Holding net debt (average).
Loan to Value (LTV) –
Sonae Sierra
Net debt / (Investment properties + properties under development), on a proportional basis.
INREV NAV S. Sierra Open market value attributable to Sonae Sierra - net debt - minorities + deferred tax liabilities.
Net asset value (NAV) of
the investment portfolio
Market multiple approach to each one of Sonae's businesses – average net debt – minorities (book value)
Net debt Bonds + bank loans + other loans + financial leases + 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.
Online sales Total e-commerce sales, including online marketplaces.
Open Market Value
(OMV)
Fair value of properties in operation (% of ownership), provided by independent international entities and
book value of development properties (% of ownership).
Other loans Bonds, leasing 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.
RollC Return on invested capital.
Total Net Debt Net Debt + lease liabilities
Underlying EBITDA Recurrent EBITDA from the businesses consolidated using the full consolidation method.
Underlying EBITDA
margin
Underlying EBITDA / turnover.

Appendix Second quarter

17

Qualified holdings

Shares held and voting rights attributable to shareholders owning 2% or more of the Sonae - SGPS, S.A., calculated according to article 20 of the Portuguese Securities Code, as required by article 8 paragraph c), of the Portuguese Securities Market Commission (CWW) Regulation no. 05/2008:

Shareholder Nr. of shares % Share capital and
voting rights*
% of exercisable
voting rights **
Efanor Investimentos, SGPS, S.A. (I)
Directly 200,100,000 10.0050% 10.0050%
By Pareuro, BV (controlled by Efanor Investimentos, SGPS, S.A.)
By Maria Margarida CarvalhaisTeixeira de Azevedo (Director of Efanor Investimentos,
SGPS, S.A.)
849,533,095
14.901
42.4767%
0.0007%
42.4767%
0.0007%
By Maria Cláudia Teixeira de Azevedo (Director of Efanor Investimentos, SGPS, S.A.) 724,707 0.0362% 0.0362%
By Duarte Paulo Teixeira de Azevedo (Director of Sonae, SGPS, S.A. and Efanor
Investimentos, SGPS, S.A.)
1,053,075 0.0527% 0.0527%
By Ângelo Gabriel Ribeirinho dos Santos Paupério (Director of Sonae, SGPS, S.A. and
Efanor Investimentos, SGPS, S.A.)
444,625 0.0222% 0.0222%
By Migracom, S.A. (company controlled by Efanor Investimentos, SGPS, S.A and Sonae,
SGPS, S.A.'s Director Duarte Paulo Teixeira de Azevedo)
3,198,524 0.1599% 0.1599%
By Linhacom, SGPS, S.A. (company controlled by Efanor Investimentos, SGPS, S.A and
Sonae, SGPS, S.A.'s Director Maria Cláudia Teixeira de Azevedo)
189.314 0.0095% 0.0095%
By Enxomil - Consultoria e Gestão, SA (company controlled by Efanor Investimentos,
SGPS, S.A and Sonae, SGPS, S.A.'s Director Angelo Gabriel Ribeirinho dos Santos
Paupério)
2,021,855 0.1011% 0.1011%
By Enxomil - Sociedade Imobiliária, SA (company controlled by Efanor Investimentos,
SGPS, S.A and Sonae, SGPS, S.A.'s Director Angelo Gabriel Ribeirinho dos Santos
Paupério)
662,987 0.0331% 0.0331%
By Carlos António Rocha Moreira da Silva (Director of Efanor Investimentos, SGPS, S.A.) 22,000 0.0011% 0.0011%
Total attributable to Efanor Investimentos, SGPS, S.A. 1,057,965,083 52.8982% 52.8982%
Banco BPI, S.A. 96,034,789 4.8017% 4.8017%
Total attributable to Banco BPI, S.A. (II) 96,034,789 4.8017% 4.8017%
Criteria Caixa, S.A. 40.019.035 2.0010% 2.0010%
Total attributable to Criteria Caixa, S.A. 40,019,035 2.00101% 2.0010%

Source: communications received by the Company regarding qual i fied shareholdings up to 30th June 2021

(1) As from 29th November 2017, Efanor Investiment of the shareholder pursuant to the set forth in articles 20 and 21 of the Portuguse Securi ties Code.

(I) Total number of voting ights attributed to Banco BPI, S.A. as per article 20 of the Portuguese Securities Code. Banco BP is part of LaixaBank group, which holds 100% of B BPI's share capi tal, according to the di sclosure made by Banco BPI to the market on the 5th Apri 1 2019 at www.cmvm.pt.

* Voting ights calculated based on the Company's share capital with voting rights, as per subparagraph 3 of article I 6 of the Portuguese Securities Code. **Voting rights calculated based on the Company's share capi tal wi th voting rights that are not subject to suspens ion of exercise.

Statement under the terms of Article 246, paragraph 1, c) of the Portuguese Securities Code

The signatories individually declare that, to their knowledge, the Management Report, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared meeting the standards of the applicable International Financial Reporting Standards, giving a truthful (fairly) and appropriate image, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of the issuer and that the Management Report faithfully describes the progress of the business and position of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.

Maia, 28 of July 2021

The Board of Directors

20

2021 Second quarter Results

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2021 AND 2020 AND 31 DECEMBER 2020

(Amounts expressed in euro)

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

Notes 30 Jun 2021 30 Jun 2020
Restated
Note 4
31 Dec 2020
ASSETS
NON-CURRENT ASSETS:
Property, plant and equipment 1,635,299,950 1,688,337,971 1,695,077,660
Intangible assets 7 422,217,488 395,322,518 413,375,902
Right of use assets 8 1,022,678,261 1,042,756,597 1,053,829,561
Investment properties 317,428,850 335,678,952 319,417,528
Goodwill 667,058,566 674,547,683 670,816,144
Investments in joint ventures and associates 9 1,570,754,285 1,560,464,212 1,548,383,214
Assets at fair value through results 10.1 79,154,922 61,067,279 97,668,772
Assets to fair value through other comprehensive income 10.2 116,111,989 5,528,973 115,903,789
Other investments 14,203,843 15,311,969 14,266,208
Deferred tax assets 11 361,950,446 343,490,149 358,072,804
Other non-current assets 38,980,408 53,044,417 41,232,738
Total Non-Current Assets 6,245,839,008 6,175,550,721 6,328,044,320
CURRENT ASSETS:
Inventories 578,082,635 567,167,216 636,072,241
Trade receivables and other current assets 12 307,014,890 353,524,815 330,432,920
Income tax assets 42,780,599 44,125,906 37,711,054
Other tax assets 41,496,043 39,258,704 42,016,611
Investments 10,018,015 1,835,624 3,345,882
Cash and bank balances 13 541,155,252 594,771,902 763,302,610
Total Current Assets 1,520,547,434 1,600,684,167 1,812,881,318
Assets classified as held for sale 17 106,423,044 29,826,424 8,001,633
TOTAL ASSETS 7,872,809,486 7,806,061,312 8,148,927,271
EQUITY AND LIABILITIES
EQUITY:
Share capital 2,000,000,000 2,000,000,000,000 2,000,000,000
Own shares (88,539,491) (93,340,758) (93,340,758)
Legal reserve 281,215,564 217,452,299 277,452,299
Reserves and retained earnings (265,612,767) (186,331,680) (262,266,902)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company 62,429,059 (76,489,699) 70,944,578
Equity attributable to the equity holders of the Parent Company 1,989,492,365 1,921,290,162 1,992,789,217
Equity attributable to non-controlling interests 14 368,194,813 479,474,197 447,063,129
TOTTAL EQUITY 2,357,687,178 2,400,764,359 2,439,852,346
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 15 1,837,185,861 1,629,212,413 1,696,403,314
l ease liabilities 8 1,079,600,363 1,077,086,722 1,100,459,060
Other non-current liabilities a1,878,398 94,269,448 80,942,994
Deferred tax liabilities 11 473,989,932 464,138,462 479,103,073
Provisions 16 19,074,531 42,112,466 47,032,991
Total Non-Current Liabilities 3,501,729,085 3,306,819,511 3,403,941,432
CURRENT LIABILITIES:
Loans 15 229,686,161 252,238,129 193,356,993
Lease liabilities 8 105,332,177 104,468,931 107,387,576
Trade payables and other current liabilities 1,517,401,646 1,602,119,650 1,871,039,085
Income tax liabilities 29,351,239 26,780,646 16,148,599
Other tax liabilities 74,261,366 84,923,051 96,992,405
Provisions 16 7,095,596 26,331,674 16,344,127
Total Current Liabilities 1,963,128,185 2,096,862,081 2,301,268,785
Liabilities directly associated with assets classified as held for sale 17 50,265,038 1,615,361 3,864,708
TOTAL LIABILITIES 5,515,122,308 5,405,296,953 5,709,074,925
TOTAL EQUITY AND LIABILITIES 7,872,809,486 7,806,061,312 8,148,927,271

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2021 AND 2020

(Amounts expressed in euro)

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

Notes 2nd Quarter 2021 2nd Quarter 2020
Restated
30 Jun 2021 30 Jun 2020
Restated
Note 4
Sales 5 1,533,442,151 1,470,978,678 3,071,206,427 2,908,194,600
Services rendered 5 80,610,325 65,478,410 150,675,486 146,196,044
Changes in value of investment properties (2,133,040) (12,015,453) (2,133,040) (12,015,453)
Income or expense relating to investments 18 10,803,449 121,859 9,637,567 21,962,096
Gains and losses on investments recorded at fair value through results 9,382,916 (1,823,938) 13,511,813 (1,823,938)
Financial income 20 9,646,731 14,298,953 19,732,632 17,457,203
Other income 19 33,733,243 25,446,669 71,080,746 49,529,076
Cost of goods sold and materials consumed (1,079,181,798) (1,070,108,827) (2,198,895,518) (2,162,866,306)
(Increase) /Decrease in prodution 824,119 880,276 aa,667 1,302,199
External supplies and services (187,904,860) (152,255,117) (362,163,130) (312,655,563)
Employee benefits expense (228,011,184) (208,984,555) (447,734,838) (429,399,329)
Depreciation and amortisation expenses 6.7 and 8 (83,846,987) (85,240,277) (167,535,943) (168,787,618)
Impairment losses 17 (764,858) (8,117,231) (12,351,630) (8,966,682)
Provisions 17 (388,920) (1,81/,509) (4,884,531) (26,997,774)
Financial expense 20 (35,015,393) (31,555,865) (72,668,966) (63,960,488)
Other expenses (18,102,271) (13,073,905) (40,596,223) (29,413,713)
Share of results of joint ventures and associates 9.2 24,800,662 (31,189,697) 43,619,622 (23,696,231)
Profit/(Loss) before taxation from continuing operations 67,894,285 (44,977,529) 70,600,141 (95,941,877)
Income tax expense (5,187,220) 1,221,310 (4,404,913) 7,357,138
Profit/(Loss) after taxation from continuing operations 62,707,065 (43,756,219) 66,195,228 (88,584,739)
Profit/(Loss) from discontinued operations after taxation
Consolidated profit/(Loss) for the period
4.2 3,203,764
65,910,829
3,031,009
(40,725,210)
3,132,099
69,327,327
2,398,876
(86,185,863)
Attributable to equity holders of the Parent Company:
Continuing operations 60,236,427 (19,176,409) 61,970,793 (76,730,339)
Discontinued operations 1,551,344 1,418,773 458,267 240,640
61,787,770 (17,757,636) 62,429,059 (76,489,699)
Attributable to non-controlling interests:
Continuing operations 2,470,639 (24,579,810) 4,224,436 (11,854,400)
Discontinued operations 1,652,421 1,612,236 2,673,833 2,158,236
14 4,123,059 (22,967,574) 6,898,268 (9,696,164)
Profit/(Loss) per share
From continuing operations
Basic 22 0.031564 (0.009940) 0.032472 (0.040168)
Diluted 22 0.029492 (0.009175) 0.030341 (0.037456)
From discontinued operations
Basic 22 0.000812 0.000745 0.000240 0.000126
Diluted 22 0.000759 0.000697 0.000224 0.000118

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

Notes 2nd Quarter 2021 2nd Quarter 2020
Restated
30 Jun 2021 30 Jun 2020
Restated
Note 4
Net Profit / (Loss) for the period 65,910,829 (40,725,210) 69,327,327 (86.185.863)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations (5,267,657) 2,039,159 (3,393,664) 10,230,834
Share of other comprehensive income of joint ventures and associates 9.2 24,877,517 (15,305,021) 14,483,242 (79,402,415)
Changes in cash flow hedging reserve 3,200,416 (492,832) 6,962,746 (94,754)
Income tax relating to items that may be reclassified subsequently to profit or loss 53,043 187,182 (302,757) (41.232)
Others (22,473) (202,890) 103,287 (76,237)
22,840,846 (13,774,402) 17,852,854 (69,383,804)
Items that won't be reclassified subsequently to profit or loss:
Changes value of financial assets at fair value 3,675,393 (132,162) 3,932,201 (132,162)
Total other comprehensive income for the period 26,516,239 (13,906,564) 21,785,055 (69,515,966)
Total comprehensive income for the period 92,427,068 (54,631,774) 91,112,382 (155,701,829)
Attributable to:
Equity holders of parent company 83,947,484 (28,197,676) 81,531,872 (125,306,577)
Non controlling interests 8,479,584 (26,434,096) 9,580,510 (30,395,252)

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

มรวด เขต กลุ่ม กลุเลเทพิม ตุลเทพิมพูว
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)
Tota Non controlling
Interests
(Note 14)
Total
Equity
Attributable to Equity Holders of Parent Company
Balance as at 1 January 2020 - Published 2,000,000,000 (99,806,645) 268,028,145 (7,400,437) 4,137,942 (673,747) (197,657,962) (201.594.204) 165.221.904 2.131.849.200 974,714,342 3.106.563.542
Restatement of financial assets at fair value (1,456,484) 898.755 (557,729) 557,729
Balance as at 1 January 2020 2,000,000,000 (99,806,645) 268,028,145 (7,400,437) 2,681,458 (673,747) (196,759,207) (202,151,933) 165,779,633 2,131,849,200 974,714,342 3,106,563,542
Total comprehensive income for the period 8,678,351 (337,866) (6,273) (57,151,090) (48,816,878) (76,489,699) (125,306,577) (30,395,252 (155,701,829)
Appropriation of consolidated net profit of 2019
Transfer to legal reserves and retained earnings 9.424.154 156,355,479 156,355,479 (165,779,633)
Dividends distributed (88,485,183) (88,485,183) (88,485,183) (82,475,010) (170,960,193)
Obligation fulfield by share attribution to employees (540,773) (540,773) (540,773) 1.502 (539,271)
Partial cancellation of Cash Settled Equity Swap 6,465,887 (2,800,319) (2,800,319) 3,665,568 3,665,568
Capital decrease (25,952,884 (25,952,884)
Lose of control of subsidiaries (356,522,582 (356,522,582
Others 107,927 107,927 107,927 104,081 212,008
Balance as at 30 June 2020 2,000,000,000 (93,340,758) 277.452.299 1,277,914 2.343.592 (680,020) (189,273,166) (186,331,681) (76,489,699) 1,921,290,161 479,474,197 2,400,764,359
Balance as at 1 January 2021 2,000,000,000 (93,340,758) 277.452.299 (7,400,437) 4.137.942 (673,747) (258,330,660) (262,266,902) 70,944,578 1.992.789.217 447,063,129 2,439,852,346
Total comprehensive income for the period (2,954,665) 3,893,695 6,382,012 11,781,771 19,102,813 62,429,059 81,531,872 9,580,510 91,112,382
Appropriation of consolidated net profit of 2020
Transfer to legal reserves and retained earnings 3,763,265 67.181.313 67.181.313 (70,944,578)
Dividends distributed (93,023,122) (93,023,122) (93,023,122) (2,976,114) (95,999,236)
Income distribution from investment funds (120,104) (120,104)
Obligation fulfield by share attribution to employees (143,656) (143,656) (143,656) (7,654) (151,310)
Partial cancellation of Cash Settled Equity Swap 4.801.267 (1,184,790) (1,184,790) 3,616,477 3,616,477
Variation in percentage of subsidiaries 4,797,211 4,797,211 4,797,211 (84,969,678) (80,172,467)
Capital decrease (427,203 (427,203)
Others (75,634) (75,634) (75,634) 51,927 (23,707)
Balance as at 30 June 2021 2,000,000,000 (88.539.491) 281,215,564 (10.355,102) 8,031,637 5,708,265 (268,997,567) (265,612,767) 62.429.059 1,989,492,365 368.194.813 2,357,687,178

OPERATING ACTIVITIES
INVESTMENT ACTIVITIES
FINANCING ACTIVITIES

SONAE, SGPS, SA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2021

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

(Amounts stated in euros)

1. Introduction

SONAE, SGPS, SA ("Sonae Holding") has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal, and is the parent company of companies. Sonae's operations and operating segments are described in Note 5.

2. Covid-19 update

In the year of 2021, the Covid-19 outbreak continued to have a significant impact in our activities. On the first quarter of 2021, as a result of the worsening of the pandemic situation with a high transmission rate and an increasing number of deaths, it was formally declared a new state of emergency and a new national lockdown that lasted almost the whole quarter.

The increase in the pace of the vacination process during the first semester, allowed that the gradual worsening of the pandemic situation (significant increase in the number of infections) did not translate into an unbearable effort to the national health system. Therefore, the Portuguese Government maintain the deconfinement plan which allow the economy reopening, with positive and direct consequence on the Sonae Group second quarter results.

3. Principal accounting policies

The principal accounting policies adopted in preparing the accompanying consolidated financial statements are described below. These policies have been consistently applied in comparative periods.

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.

Interim condensed consolidated financial statements are presented quarterly, in accordance with IAS 34 – "hterim Financial Reporting". As such, they do not include all the information to be disclosed in the 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 properties investments which are stated at fair value.

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 2021:

With mandatory application
during the year 2021:
Effective date (for
financial years
beginning on or after)
IFRS 9, IFRS 7, IFRS 7, IFRS 4 e Additional exemptions related to the impacts of the reference interest rates
("IBOR"), and especially the replacement of a reference interest rate by another alternative in the
IFRS 16 - Interest Rate
Benchmark Reform - Phase 2
01 Jan 2021

These standards were first applied by the Group in 2021, however, the impacts were not relevant in the accompanying financial statements.

The following standards, interpretations, amendments and revisions were endorsed by the European Union and have mandatory application in future economic exercises:

With mandatory application
after 2021
Effective date (for
financial years
beginning on or after)
IAS 16 Property, Plant and
Equipment
The amendments prohibit a company from deducting from the cost of property, plant and
equipment amounts received from selling items produced while the company is preparing the
asset for its intended use
01 Jan 2022
IAS 37 Provisions, Contingent
Liabilities and Contingent
Assets
Clarification regarding the nature of costs a company should include when assessing whether a
contract will be loss-making
01 Jan 2022
Annual Improvements 2018-
2020
Amendments to IFRS 1, IFRS 9, IFRS 16 e IAS 41 01 Jan 2022
IFRS 3 Business Combinations Update to references to the Conceptual Framework and clarification on the registration of
provisions and contingent liabilities within the scope of a business combination
01 lan 2022
deferral of IFRS 9 IFRS 4 Insurance Contracts -
postponed to 1 January 2023
01 Jan 2023

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

With mandatory application
on or after 2021
Effective date (for
financial years
beginning on or after)
IFRS 16 Leases Covid 19 -
Related Rent Concessions
Proposal to extend the application of the practical expedient on rental rents that affect payments
originally due on or before June 2022.
01 Apr 2021
Statements IAS 1 Presentation of Financial Classification of a liability as current or non-current, depending on the right that an entity has to
defer its payment New definition of "settlement" of a liability
01 Jan 2023
IAS 1 Presentation of Financial
Statements; IAS 8 Accounting
policies, Changes in Accounting
Fstimates and Frrors
Amendments introduced a definition of 'accounting estimates' and included other amendments to
IAS 8 to help entities distinguish changes in accounting policies from changes in accounting
estimates
01 Jan 2023
IFRS 17 Insurance Contracts New accounting for insurance contracts, reinsurance contracts and investment contracts with
discretionary participation characteristics
01 Jan 2023
IFRS 17 Insurance Contracts
(amendments)
Inclusion of changes to IFRS 17 in areas such as: i) scope; ii) level of aggregation of insurance
contracts; iii) recognition; iv) measurement; v) modification and derecognition; vi) presentation of
the Statement of Financial Position; vii) recognition and measurement of the Income Statement;
and viii) disclosures
01 lan 2023
IAS 12 Income Taxes Clarification of the accounting for deferred tax on leases and decommissioning obligations. 01 lan 2023

The Group did not proceed with the early implementation of any of the financial statements for the year ended 30 June 2021 since their application is not mandatory, lying in the process of analysing expected effects of those standards.

4.

10.1

In the year ended 31 December 2020, a review was performed of the minority interests of the subsidiaries SonaelM, Bright Development and Bright Vector I, recorded in the group to date in accordance with IFRS 9 at fair value through other comprehensive income. As a result of this review, the group concluded to significant influence in the majority of these investments. In this sense, and taking into account that the investment activity developed by these subsidiaries fits, for the purposes of the exemption provided for in paragraph 18 of IAS 28, as venture capital activity, the group opted for the exemption of the application of the equity method, and started to measure the minority interests held by these subsidiaries at fair value through profit or loss in accordance with IFRS 9.

The restatement of income statements was made for period ended 30 June 2020 to reflect the changes mentioned above.

10.2 Classification of Digitmarket and Maxmat as discontinued operations

In the period ended 30 June 2021, the companies Digitmarket Sistemas de Informação S.A. (75% held by Sonae Investment Management – Software and Technology, SGPS, S.A, 15% by AITEC Capital, SGPS; S.A. and 10% by Banco BP/, S.A.), and Modelo Distribuição-Materiais de Construção, S.A.(Maxmat) (50% held by Sonae MC, SGPS, S.A and 50% by Cimentos Estrada Pedra SGPS Lda) were considered as assets held for sale and as discontinued operations.

As so, in compliance with IFRS 5, the 2021 assets and liabilities of these companies were classified as held for sale. On the consolidated statements of income by nature the result of the year was classified to 'net income for the period from

ASSETS
EQUITY AND LIABILITIES
LIABILITIES:

30 Jun 2020 Before the
restatement
Review of the
classification of
minority stakes
Discontinued
operations
After the
restatement
Sales 2,990,207,331 (82,012,731) 2,908,194,600
Services rendered 145,615,280 580,764 146,196,044
Changes in value of investment properties (12,015,453) (12,015,453)
Income or expense relating to investments 21,939,256 22,840 21,962,096
Gains and losses on investments recorded at fair value through results (1,801,098) (22,840) (1,823,938)
Financial income 17,460,752 (3,549) 17,457,203
Other income 49,868,357 (339,281) 49,529,076
Cost of goods sold and materials consumed (2,230,745,574) 67,879,268 (2,162,866,306)
(Increase) /Decrease in prodution 1,302,199 1,302,199
External supplies and services (310,334,715) (2,320,848) (312,655,563)
Employee benefits expense (437,462,262) 8,062,933 (429,399,329)
Depreciation and amortisation expenses (170,441,601) 1,653,983 (168,787,618)
lmpairment losses (8,968,101) 1,419 (8,966,682)
Provisions (26,997,774) (26,997,774)
Financial expense (64,160,800) 200,312 (63,960,488)
Other expenses (29,844,982) 431,269 (29,413,713)
Share of results of joint ventures and associates (23,696,231) (23,696,231)
Profit/(Loss) before taxation from continuing operations (88,274,318) (1,801,098) (5,866,461) (95,941,877)
Income tax expense 6,049,057 (125,625) 1,433,706 7,357,138
Profit/(Loss) after taxation from continuing operations (82,225,261) (1,926,723) (4,432,755) (88,584,739)
Profit/(Loss) from discontinued operations after taxation (2,033,879) 4,432,755 2,398,876
Consolidated profit/(Loss) for the period (84,259,140) (1,926,723) (86,185,863)
30 Jun 2021
Amounts expressed in euro Maxmat Digitmarket Bright Brands Total discountinuing
operations
Turnover 59,096,348 22,479,039 81,575,387
Other income 754,553 10.861 765,414
Cost of goods sold and materials consumed 37,208,559) (18,945,887) (56,154,446)
External supplies and services (6,917,859) (1,746,696) (8,664,555)
Employee benefits expense (6,729,986) (1,780,393) (8,510,379)
Depreciation and amortisation expenses (1,877,419) (150,359) (2,027,778)
Other expenses (602,011) (5,822) (607,833)
Financial income (66,725) 3,110 (63,615)
Profit/(Loss) before tax 6,448,342 (136,147) 6,312,195
Income tax expense (1,046,384) 27.562 (1,018,822)
Profit/(Loss) after tax 5,401,958 (108,585) 5,293,373
Income or expenses related to loss control (2,161,274) (2,161,274)
Profit/(Loss) for period from discountinuing operations 5.401 958 (108,585) (2,161,274) 3,132,099
30 Jun 2021 Maxmat Digitmarket l otal
Net cash generated from operating activities 10.071.156 (903.596) 9,167,560
Net cash used in/ generated by investment activities (1,550,720) 14.112 (1,564,832)
Net cash used in financing activities (782.761) (118.474) (901 235)
l otal 7,737,675 (1,036,182) 6,701,493

ട്. Segment information

Sonae has in its portfolio 8 business segments:

  • Sonae MC is the food retail unit that owns the brands Continente Modelo, Continente Bom Dia, Go Natural, Well's, Arenal and the franchised shops Meu Super, and also includes the operational assets of Sonae RP, as well as Maxmat classified as discontinued activity in this period (Note 4);
  • Worten is one of the Iberian electronics retail players;
  • Sonae Sierra is the subsidiary dedicated to the activity of development and management of shopping malls;
  • Sonae Fashion incorporates a network of own clothing shops combined with a franchising network;
  • Sonae FS aims to boost retail financial services;
  • Sonae IM has the objective of building and managing a portfolio of technology-based companies related to retail and telecommunications;
  • NOS is the partnership that the group holds through Zopt dedicated to telecommunications; and
  • Iberian Sports Retail Group (ISRG), a partnership with a network of sports stores in Spain and Portugal.

These operating segments have been identified taking into consideration that each of these segarate identifiable revenues and costs, separate financial information is produced, and its operating results are reviewed by management on which it makes decisions.

Financial information per business segment

The main operating segment information as at 30 June 2021 and 2020 can be detailed as follows:

30 Jun 2021 Turnover Depreciation and
amortisation (3)
Provisions
and impairment
losses (3)
EBIT(3) Financial
results (3)
Income tax
Sonae MC 2,504,796,958 (124.695,686) (10,232,018) 101,622,042 (37,857,110) (9.306.226)
Worten 518,088,462 (16,448,831) (3.863.310) 4.959,520 (2,475,010) 2,269,882
Sonae Sierra 46.031.054 (1,485,077) (1,196,018) 16,738,619 (4.175.189) (440,713)
Sonae Fashion 135,441,636 (17,738,808) (661,204) (26,111,590) (3,507,028) 7.485.344
Sonae FS 10,583,531 (757,448) (705.994) (8.643.651 (110.658) 2.997.438
Sonae 28,668,497 (3,927,502) (33,180) 5.485,500 273.671 (2,352,751)
NOS 17,599,433
ISBG 3,225,238
Other, eliminations and adjustments (1) (21,728,225) (2,482,551) (157,832) (9,282,589) (5,085,010) 945.047
Total consolidated - Direct 3,221,881,913 (167,535,903) (16,849,556) 105,592,522 (52,936,334) 1.598,021

30 Jun 2020 Turnover Depreciation and
amortisation (3)
Provisions
and impairment
losses (3)
EBIT(3) Financia
results (3)
Income tax
Sonae MC 2,377,100,198 (121,577,514) (599.884) 93.544.653 (39,523,724) (10,249,799)
Worten 481,850,693 (20.053.494) (2,230,226) (27,136,888) (3.211.539) 4.455,616
Sonae Sierra 49.610.910 (1,540,994) (5,182,994) 30,885,149 (4,284.801) (329.095)
Sonae Fashion 130,553,349 (18,429,156) (604.847) (58.548,207) (2,641,000) 9.958.792
Sonae FS 16,922,308 (423,774) (466.090) 125,867 194.740
Sonae IM 25,882,079 (3,573,994) (275,163) (5,735,412) (423,278) 1,037,559
NOS 10,555,528
ISRG (3,321,634)
Other, eliminations and adjustments (1) (27,528,892) (3,188,692) (1,250) (9,231,259) (4,659,717) (123,187)
Total consolidated - Direct 3,054,390,645 (168,787,618) (8,894,364) 30,545,840 (54.618.191) 4,944,626
30 Jun 2021 30 Jun 2020
Investment
(CAPEX)
Invested
capital
Financial
net debt(4)(4)
Investment
(CAPEX)
Invested
capital
Financial
net debt(4)(4)
Sonae MC 67.981,020 2,564.435,306 1,749,602,874 89.221.961 2.444.940.022 1,652,606.044
Worten 21,187,508 86.089,897 8.097,690 117.409.447
Sonae Sierra 848.836 921,192,956 32,230,268 1,694,124 945.943.306 23.699.078
Sonae Fashion 5,680,006 308,387,949 6,490,229 342,096,244
Sonae FS 984.985 30.147.667 484.305 7.728.372
Sonae IM 5,697,280 216,114.356 2,126,493 5,739,060 190,891,338 17,354,915
NOS 792.936.598 649.434.463 -
ISRG 87,130,356 78.389.885 -
Other, eliminations and adjustments (1) 83.931.722 32.660.301 897.448.537 889.616 62.647.793 745.056.454
Total consolidated 186,311,357 5.039.095,386 2,681,408,172 112,616,985 4.839,480,870 2,438,716,491

1) These captions are accompanied by management in more aggregated for individual operating segments identified above;

4) Reconciled information in note 24;

Include lease liabilities.

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

Investment Invested capital
30 Jun 2021 30 Jun 2020 30 Jun 2021 30 Jun 2020
Inter-segment intra-groups and contributions of entities non-
individualized entities as segments
1,772,447 889.616 99,372,523 122,879,230
Aquisition of an additional 10% of Sonae Sierra (note 12) 82.159.275
Cash settled equity swap (66,712,222) (60.231.437)
83,931,722 889,616 32,660,301 62,647,793

All performance measures are reconciled to the financial statements in Note 24.

Glossary:

Net Invested capital = Net debt + Shareholder funds;

Net Financial Debt = Bonds + bank loans + other loans + financial leases - cash, bank deposits, current investments, excluding other long-term investments + lease liabilities;

Others, eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments by do not fit in any reportable segment, i.e., companies other than Sonae SGPS are included in the consolidated financial statements as of 31 December 2020;

Investments (CAPEX) = Gross investments in Property, Plant and intangible assets and investments in acquisitions.

ട. Property, plant and equipment

During the six months period ended 30 June 2021, the movements in Property, plant and equipment as well accumulated depreciation and impairment losses are made up as follows:

Land and
Buildings
Plant and
Machinery
Other tangible
assets
Tangible assets
in progress
Total tangible
assets
Gross costs:
Opening balance as at 1 January 2021 1,369,507,637 1,732,910,970 266,948,525 42,256,439 3,411,623,571
nvestment 3,563,527 1.858.025 608,065 56,028,541 62,058,158
Acquisitions of subsidiaries 13,203 13,203
Disposals (1,727,881) (54,190,094) (4,857,846) (925,994) (61,701,815)
Exchange rate effect (177 1.813 7,588 9,224
Assets available for sale (Note 17) (33.949.923) (23,394,302) (4,453,531) (9,704) (61,807,460)
Transfers 1,300,889 47,715,862 7,908,075 (58,283,458) (1,358,632
Closing balance as at 30 June 2021 1,338,694,072 1,704,902,274 266,174.079 39,065,824 3,348,836,249
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2021 456,389,047 1,063,890,763 196,057,071 209.030 1,716,545,911
Depreciation of the period 11,124,790 58,144,681 10,945,857 80,215,328
Impairment losses of the period (Note 16) 1,422,941 1,422,941
Reversals of impairment losses (380,650) (218,731) (30,591) (629,972)
Acquisitions of subsidiaries 12,724 12,724
Disposals (ਰੇਖਦ ਦੇ ਰੋਜ (47,015,074) (5,344,504) (53,356,173)
Exchange rate effect (107 1,167 6,606 7.666
Depreciation of assets available for sale (Note 17) (9,893,223) (16,080,414) (3,376,644) (29,350,281)
Transfers 230,292 (1,522,135) (40,002) (1,331,845
Closing balance as at 30 June 2021 456.473.554 1,058,623,198 198,230,517 209.030 1,713,536,299
Carrying amount
as at 30 lune 2021 882 220 518 646 279 075 67.943.567 38.856.794 1635 299 950

The investment includes the acquisition of assets of approximately 56 million euros in 2020), associated with the opening and remodeling of stores of Sonae retail operating segments.

The divestiture mainly comprises the disposal of 17 stores own of 14 stores own by Worten Spain as result from the plan to optimize the Worten's Spanish operation.

7. Intangible assets

During the six months period ended 30 June 2021, the movement occurred in intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:

Patents and other
similar rights
Software Other intangible
assets
Intangible assets
in progress
Total intangible
assets
Gross assets:
Opening balance as at 1 January 2021 233,724,899 492,244,349 101,174,813 42,403,366 869,547,427
Investment 23,271 448.765 21.350 31,906,390 32,399,776
Disposals (16,502,788) (481,775) (16,984,563)
Assets available for sale (Note 17) (1,517,880) (2,150,249) 1.693 (3,666,436)
Transfers 24,366 15,967,405 (15,610,487) 381,284
Closing balance as at 30 June 2021 232,254,656 490,007,482 TOTT96,163 58,219,187 881,677,488
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2021 48,229,268 354,978,760 52,963,497 456,171,525
Amortisation of the period 1,422,610 19,715,331 2,434,942 23,572,883
Reversals of impairment losses (Note 16) (204,762) (204,762
Disposals (16,479,779) (16,479,779
Depreciation of assets available for sale (Note 17) (1,517,262) (2,064,031) (3,581,293
Transfers (11,454) (7,120) (18,574)
Closing balance as at 30 June 2021 48,123,162 355,938,399 55,398,439 459,460,000
Carrying amount
as at 30 June 2021 184,131,494 134,069,083 45,797,724 58,219,187 422,217,488

As at 30 June 2021 the Investment related to intangible assets in progress includes 24.1 million euros related to IT projects and development software. Within that amount it is included 8.6 million euros of capitalizations of personnel costs related to own work.

8. Rights of use

During the period of six months ended on 30 June 2021, the detail and the movement in the value of the rights of use, as well as in the respective depreciations, was as follows:

Land and
Buildings
Vehicles Others tangible
assets
Total tangible
assets
Host
Opening balance as at 1 January 2021 1,546,044,095 97,032,923 2,787,283 1,645,864,301
Additions 33,179,103 3,679,827 628,131 37,487,061
Effect of foreign currency exchange differences 20,770 1,427 1,504 23,702
Decreases and write-offs (59,745,353) (2,356,967) (40,932) (62,143,252
Assets available for sale (6,981,497) (810,753) (7,792,249)
Closing balance as at 30 June 2021 1,512,517,119 97,546,457 3,375,987 1,613,439,563
Accumulated depreciation and impairment
Opening balance as at 1 January 2021 543,547,696 47,080,585 1,406,459 592,034,740
Depreciation of the period 51,287,159 12,163,802 296,771 63,747,732
Effect of foreign currency exchange differences 20,447 425 848 21,721
Decreases and write-offs (29,926,876) (1,771,245) (535) (31,698,656)
Impairment losses of the period (28,560,450) (40,932) (28,601,383)
Depreciation of assets available for sale (4,302,371) (440,482) (4,742,852)
Closing balance as at 30 June 2021 532,065,606 57,033,086 1,662,611 590,761,302
Carrying amount
as at 30 June 2021 980,451,513 40,513,372 1,713,376

Liabilities related to rights of use are recorded under non-current lease liabilities of 1,080 million euros and 105 million euros respectively (1,100 million euros and 107 million euros at 31 December 2020).

In the consolidated income statement, 63.7 million euros were recognised for depreciation of the period (63.1 million euros in 30 June 2021) and 37.4 million of euros of interest relating to the adjusted debt (36.8 million euros in 30 June 2020).

The "Decreases and write-offs" is mainly related to the operations that took place at Worten Spain.

9.

9.1 Detail of book value of investments in joint ventures and associates

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

Investments in joint ventures and associates 30 Jun 2021 31 Dec 2020
Investments in joint ventures 819.147.460 803.076.597
Investments in associates 751,606,825 745.306.617
Total 1.570.754.285 1.548.383.214

1

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

COMPANY 30 Jun 2021 31 Dec 2020
Sonae MC
Maremor Beauty & Fragances, S.L. 154,323 139.077
Sohi Meat Solutions - Distribuição de Carnes, SA 3,802,456 3,364,636
Sonae Sierra
Arrábidashopping- Centro Comercial, S.A. 25,400,609 24,706,808
Gaiashopping I- Centro Comercial, S.A. 26,748,627 26,089.855
L.C. Malheiro II, SGPS, SA 2,097,775 2,097,775
Madeirashopping- Centro Comercial, S.A. 17,237,608 15,730,334
North Tower B.V. 2,679,072 2,689,711
Pantheon Plaza B.V. 2,634,928 3,030,384
Park Avenue Development of Shopping Centres S.A. (431,004) (440,471)
Parque Atlântico Shopping - Centro Comercial, S.A. 15,745,763 14,915,927
Proyecto Cúcuta S.A.S. 3,477,134 3,910,624
Pud Sri 5,743,385
SC Aegean B.V. 3,928,844 3,929,667
Sierra Balmain Asset Management sp. zo.o. (264,213) (345,912)
Sierra Central S.A.S. 64,868 50,898
Sierra LM, SGPS, S.A. 961,390 886.785
Via Catarina- Centro Comercial, S.A. 9,023,385 9,116,612
Sonae FS
MDS SGPS, S.A. (consolidated) 21,829,413 20,863,149
Sonae IM
Unipress - Centro Gráfico, Lda 503,906 528.871
NOS
ZOPT, SGPS, SA (consolidated) 680,608,598 662,983,284
Sonae SGPS
Mktplace- Comércio Eletronico, SA 2.943.977 3.085.198
Investments in ioint ventures 819 147.460 803.076.597

1) Company disposed during the first semester of 2021.

Financial Investment in NOS

The amount on the income statement related to Zopt results from net income of Zopt and the impact on results of the process of allocating the fair value to the assets and liabilities acquired by Zopt.

At 30 June 2021, it was considered that the assumptions made in the impairment tests carried out in 2020 did not have significant variations.

With regard to ZOPT's financial participations in Finstar and ZAP Media (Finstar consolidated), the Board of Directors of NOS and ZOPT is certain that the patrimony seizure to Mrs. Isabel dos Santos, in the specific case of the shares held by her in Finstar and ZAP Media (where she holds 70% of the capital), does not change the control profile, in this case joint control as defined in IFRS 11, it is not expected to have relevant consequences for the operational management of companies, in addition to restrictions on the distribution of dividends in these companies.

At 4 April 2020, SONAECOM, was informed by its subsidiary ZOPT of the communication received from the Lisbon Central Criminal Instruction Court ('Court') to proceed to the preventive arrest of 26.075% of NOS' share capital, corresponding to half the shareholding in NOS held by ZOPT and, indirectly, by the companies Unitel International Holdings, BV and Kento Holding Limited , controlled by Mrs. Isabel dos Santos. Under the communication, the arrested shares (134,322,268.5 shares) are deprived of the right to receive dividends, which must be deposited with Caixa Geral de Depósitos, S.A. (CGD) at the order of the court. The other half of ZOPT's participation in NOS' share capital, corresponding to an identical percentage of 26.075% - and which, at least in line with the criterion used by the Court, embodies the 50% held in ZOPT by SONAECOM - was not subject to arrest, nor the rights attached to it were subject to any limitation.

lt is the understanding of the board of directors of ZOPT and SONAECOM that the measure of arrest imposed is illegitimate and offends several fundamental rights of ZOPT – third in the decreed arrest-, no being legally liable to determine

the deprivation of voting rights, not even to inhibit the holder of the arrested shares from continuing to exercise those rights, which deprivation we understand for this reason, be null and without any effect. Thereafter, ZDPT has deducted third-party embargoes.

At 12 June 2020, ZOPT was notified of the order issued by the Lisbon Central Criminal Investigation Court, which authorizes it to exercise the voting right corresponding to the 26.075% of NOS share capital preventively seized under the aforementioned Court order. For this reason, the Boards of Directors of ZOPT and SONAECOM consider that the conditions of control of ZOPT over NOS are met, and the measure does not have material effects on the control of this company.

Also in June 2020, the Investigating Judge rejected the third-party embargoes deducted by ZOPT based on the Portuguese courts' inability to assess and decide upon them, a decision which, having been appealed by ZDPT, was revoked by the Court of Appeal already in 2021 awaiting further developments, namely the judicial pronouncement on the seizures.

At 19 August 2020, Sonaecom communicated the intention of the shareholders of ZOPT (Sonaecom, Unitel International Holdings, BV and Kento Holding Limited) to liquidate the company, maintaining Sonaecom as the reference shareholder of NOS. To date, the efforts to dissolve the ZOPT have not yet been carried out.

In the last quarter of 2020, the seizure of 233,790,325 shares corresponding to 32.65% of capital of ZOPT held by UNITEL was also decreed, with deprivation of the exercise of voting rights and the right to receive dividends, and 124,234,675 shares corresponding to 17.35% of capital of ZOPT held by KENTO, also with no exercise of the right to roceive dividends. Additionally, in January 2021, ZOPT was also notified by Caixa Geral de Depósitos (CGD), as the beneficiary of the pledge of the shares held by Kento in ZOPT, referring to being vested with the power to exercise the voting rights inherent in the Shares, and all other inherent rights, and that Kento was deprived of exercising such rights without the prior, express and written authorization of CGD It is the understanding of the Board of Directors of ZOPT, that whenever there is no question of protecting the economic value of the shares, in the exercise of voting rights, CGD as Kento's pledge creditor, must act in accordance with Kento's instructions, which means voting in the sense defined by Kento.

In March 2021, in response to the application filed in November by ZOPT, the Public Prosecutor's Office stated that it requested that dividends falling to Unitel International Holding Limited to be deposited in Caixa Geral de Depósitos, SA, not intending to block the distributions of dividends to those two commercial companies by ZOPT SGPS, but only to ensure that they remain within the scope of these records.

The Public Prosecutor's Office further understands that ZOPT cannot use third-party dividends to satisfy an alleged claim by Caixa Geral de Depósitos over Kento Holding Limited. If such credit exists, it will be the responsibility of Caixa Geral de Depósitos to assert its alleged rights by the appropriate procedural means.

Despite the facts described above considering that, no steps have yet been taken to liquidation of ZOPT, that there has been no change in the board of directors of ZOPT and that decisions on the operating activity of the investee company continue to be taken in accordance with what was being done, we concluded that the profile of joint control over the ZOPT has not changed.

ZOPT Group provisions

The evolution in provisions occurred during the first 6 months of 2021 compared to 31 December 2020 was as follows:

Actions by MEO against NOS S.A., NOS Madeira and NOS Acores and by NOS S.A. against MEO

The court ruled on 16 March 2021 and disregarded the remaining pre-scheduled dates for the final hearing. On the present date, we await the scheduling of new dates for the hearing. It is the understanding of the Board of Directors, corroborated by the attorneys accompanying the process, that it is, in formal and substantive terms, likely that NOS SA will be able to win the lawsuit, due to MEO already having been convicted for the same offences by ANACOM.

Interconnection tariffs

At 30 June 2021, there are accounts receivable and accounts payable include EUR 37,139,253 and EUR 43,475,093, respectively, resulting from a dispute between the subsidiary NOS SA and, essentially, the operator MEO – Serviços de Comunicação e Multimédia, S.A. (previously named TMN – Telecomunicações Móveis Nacionais, S.A.), in relation to the nondefinition of interconnection tariffs of 2001. In what concerns to that dispute with MEO, the result was totally favourable to NOS S.A., having already become final. In March 2021, MEO filed a new lawsuit against NOS, in which it claimed the price of interconnection services between TMN and Optimus for 2001 at 55\$00 (EUR 0.2743) per minute. NOS filed a defense at the beginning of June challenging the petition by MEO and at this moment, the deadline for carrying out the other procedural steps is currently running.

Contractual Penalties

At 30 June 2021, the amounts billed and to be received from these indemnities amount to EUR 108.1 million.

Other matters ZOPT group (COVID-19)

With the emergence, spread and infection of the new coronavirus COVID-19, several measures were taken to contain the virus with very significant estimated impacts on the Portuguese economy, as well as in other economies, namely, limitations on travel rights and closure of several facilities and establishments.

In the uncertainty of this threat, it is essential that companies design and implement, in a timely manner, structured and efficient contingency plans that guarantee employee protection and business continuity or that, at heast, mitigate the resulting effects.

This is a situation of uncertainty and very dynamic, which makes it extremely difficult to estimate impacts, which always have to consider several scenarios and countless variables. Evidence of this difficulty is the historical drops and sharp volatility of exchanges, all over the World; the great variations that occurred in the future projections of macroeconomic indicators, as well as the disparity of these projections between the several entities.

In the half ended 30 June 2021, the impacts on NOS were felt particularly in the Cinemas and Audiovisuals activity with the closure of movie theatres since mid-January 2021 and in the Telco segment with impacts in terms of roaming revenues.

COMPANY 30 Jun 2021 31 Dec 2020
Sonae MC
Sempre a Postos - Produtos Alimentares e Utilidades, Lda 624,898 564.095
Sonae Sierra
3shoppings - Holding, SGPS, S.A. 11,897,377 11,766,625
Aliansce Sonae Shopping Centers, S.A. 83,405,501 79,756,902
Area Sur Shopping, S.L. 7,226,788 6,608,184
Fundo Investimento Imobiliário Parque Dom Pedro Shopping Center ("FIIPDPSH") 10. aaaa san 10,656,984
Fundo Investimento Imobiliário Shop. Parque Dom Pedro ("FIISHPDP") 108,014,743 103,727,336
Iberia Shop.C. Venture Coöperatief U.A. ("Iberia Coop") 13,472,577 15,165,196
Le Terrazze - Shopping Centre 1 Srl 6,477,175 6,352,246
Mercado Urbano - Gestão Imobiliária, S.A. 1,199,577 1,211,277
Olimpo Real Estate Portugal, SIGI, S.A. 2,610,245 2,517,550
Olimpo Real Estate SOCIMI, S.A. 7,722,736 1,161,842
Serra Shopping- Centro Comercial, S.A. 1,010,525 981,615
Sierra European Retail Real Estate Assets Holdings, BV ("Sierra BV") 221,949,254 219,242,750
Sierra Portugal Feeder 1 2,069,024 2,052,163
Sierra Portugal Real Estate ("SPF") 20,032,565 19,742,422
Signal Alpha Republica I, S.A. 279,481
Signal Alpha Republica II, Lda. 51,099
Trivium Real Estate Socimi, S.A. 25,396,276 25,515,219
Zenata Commercial Project 2,105,020 2,015,742
Sonae IM
Alfaros SARL 4,55/ 9.975
Armilar Venture Partners - Sociedade de Capital de Risco, SA (Armilar) 1 1
Fundo de Capital de Risco Armilar Venture Partners II (Armilar II) 77,003,567 96,578,403
Fundo de Capital de Risco Armilar Venture Partners III (Armilar III) 45,070,366 31,302,286
Fundo de Capital de Risco Espirito Santo Ventures Inovação e Internacionalização (AVP I+I) 15,695,759 16,025,833
Probe.ly - Soluções de Cibersegurança, Lda 137,071 133,897
Secucioud GMBH 1,671,708
Suricate Solutions 20,957 15.520
Others (40) 19,728
Sonae SGPS
Iberian Sports Retail Group (ISRG) 87,130,356 83,905,118
Investment in associates companies 751,606,825 745,306,617

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

1) Company disposed during the first semester of 2021.

In the period ended June 30, 2021, the variation in the equity capital of the Armilar II Fund, in addition to the variation resulting from the appropriation of the fund's results, is essentially related to the fact resulting from changes to the Armilar Funds Regulation, in which the amount related to the contractual incentive Scheme) payable to the Fund Management Company, recorded in "Provisions" in the amount of 28,781,305 euros was reclassified to "Investments in joint ventures and associates".

9.2 Movement ocurred in the period

During the period ended at 30 June 2021, movements in joint ventures and associates are as follows:

30 Jun 2021
Investments in joint ventures Proportion on
equity
Goodwill Total
investment
Balance as at 1 January 711,852,013 91,224,584 803,076,597
Increases during the period 1,068,095 1,068,095
Period disposals (4,868,699) (874,686) (5,743,385)
Equity method:
Effect in gains or losses in joint controlled 21,168,245 21,168,245
Effect in equity capital and non-controlling interests (422,092) (422,092)
728,797,562 90,349,898 819,147,460
30 Jun 2021
Investments in associates companies Proportion on
equity
Goodwill Total
investment
Initial balance as at 1 January 660,608,261 84,698,356 745,306,617
Change of method by percentage dilution (Note 16) (28,781,305) (28,781,305)
Increases during the period 4,762,059 4,762,059
Acquisitions during the period 389,543 13,051 402,594
Capital reduction in associated companies (4,378,397) (4,378,397)
Period disposals (554) (554)
Equity method:
Effect in gains or losses in associated companies 22,451,377 22,451,377
Distributed dividends (3,017,516) (3,017,516)
Effect in equity capital and non-controlling interests 14,905,334 14,905,334
Others (43,385) (43,385)

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

学和教学学

10. Financial assets at fair value

10.1

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

Statment of financial position
Company Head Office 30 Jun 2021 31 Dec 2020
Sonae MC
Insco - Insular de Hipermerc., SA Ponta Delgada 4,748,744 4,748,744
Sportessence - Sport Retail, SA Ponta Delgada 595,964 595,964
5,344,708 5,344,708
Sonae IM
Arctic Wolf Networks, Inc Delaware 23,815,705 46,129,113
Aryaka Colorado (USA) 1,369,362
Case on IT Madrid 2,244,539 4,402,087
CB4 Israe 3,411,425 3,278,059
CellWise Singapore 8,235,902 7,976,142
ciValue Yokneam (Israel) 1,884,893 1,825,443
Daisy Intelligence Canadá 1,126,503 1,050,496
Iscrambler Porto 1,550,000 1,550,000
Ometria, Ltd. l ondon 8,031,045 7,664,992
Portainer New Zealand 415,144
Reblaze St. Louis 2,314,043 2,241,058
Sales Layer Valência 2,500,358 2,500,358
Sellforte Finland 2,500,003
Sixgill Ltd srael 5,048,820 4,889,580
ViSenze Singapore 2,456,085 2,378,620
Weaveworks San Francisco (USA) 4,207,349 4,074,649
Whitefantasy Evora 715,854 715,854
Other financial assets 1,983,184 1,647,613
73,810,214 92,324,064
Financial assets at fair value through profit or loss 79,154,922 97,668,772

At 30 June 2021, the decrease in the Artic Wolf investment includes the sale of 50% of capital held for the amount of 36.4 million euros, which generated a capital gain of 11.2 million euros (net of acquisition costs of 1.1. million euros).

10.2

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

Statment of financial position
Company Head Office 30 Jun 2021 31 Dec 2020
Sonae
NOS SGPS, SA Lishon 108,604,000 108,604,000
Sonae IM
Deepfence Califórnia 2,103,675 2,037,325
Eat Tasty Vila Nova Famalicão 259,696 259,696
Iriu sRisk Saragoça 1.416.514 1,416,514
Nextail Labs, SL Madrid 1.628.759 1.628.759
Sensei Castelo Branco 405,900 405,900
StyleSage, Inc. Delaware 1,481,137 1,378,547
Other financial assets 212,308 173.048
7,507,989 7,299,789
Financial assets at fair value through other comprehensive
income
116,111,989 115,903,789

11 Deferred taxes

Deferred tax assets and liabilities as at 30 June 2021 and 31 December 2020 may be described as follows considering the different natures of temporary differences:

Deferred tax assets
Deferred tax liabilities
30 Jun 2021 31 Dec 2020 30 Jun 2021 31 Dec 2020
Difference between fair value and acquisition cost 4.176.517 4,080,627 88,117,049 86.948.484
Temporary differences on property, plant and equipment and intangit 592,638 878,819 84,734,562 83,639,246
Temporary difference of negative goodwill and equity method 30,292,515 27,782,492
Provisions and impairment losses not accepted for tax purposes 16,349,085 20,038,528
Impairment of assets 639,053 639,053
Valuation of hedging derivatives 844,932 594,561 137,828
Amortisation of Goodwill for tax purposes in Spain 36,644,983 33,736,643
Revaluation of tangible assets 547.974 594.018
Tax losses carried forward 36,987,728 22,098,962
Reinvested capital gains/losses 125,444 137,055
Tax Benefits 32,217,505 26,121,341
Rights of use 264,191,059 277,241,211 232,056,029 245,406,220
Others 6,715,015 6,768,384 237.762 82,034
361,950,446 358,072,804 473,989,932 479,103,073

As at 30 June 2021 and 31 December 2020, the tax rate to be used in Portuguese companies, for the calculation of the deferred tax assets relating to tax losses is 21%. The tax rate to be used to calculate deferred taxes in temporary differences in Portuguese companies is 22.5% increased by the state surcharge in which the expected reversal of those deferred taxes will occur when those rates will be applicable. For companies located in other countries, rates applicable in each jurisdiction were used.

12 Trade receivables and other current assets

The detail of trade receivables and other current assets as of 30 June 2021 and 31 December 2020 is as follows:

31 Mar 2021 31 Dec 2020
Trade receivable 114,422,953 147.594.934
Other receivables 80.663.759 102.619.195
Other current assets 111.928.178 80,218,791
307.014.890 330,432,920

As of 31 March 2021, the "Trade receivable" caption includes 135.2 million euros as at 31 December

2020) related to loans granted to customers as a result of SFS IME having claimed ownership over granting and managing loans to customers, through own funds, thus concentrating in itself the integral relationship with the customer after having the contractual relationship with BNPP PF ceased.

On April 1st, Sonae SFS - Financial Services, IME, SA ("SFS") - portfolio manager of the Universo brand financial products and services - and Banco CTT, SA ("Banco CTT") signed a Partnership Agreement , in the area of financial services, which will run for the next five years.

On the same day, SFS sold, for the amount of 103.9 million euros, a first tranche of loans maturing from customers, recorded in its balance sheet for the amount of 104.1 million euros, plus accrued interest of 0.3 million euros. operation resulted in a loss of approximately 0.5 million euros. During the second quarter there were two more sales of tranches from the original credit portfolio, for a global amount of 21 million euros. In these last two operations, the consideration received corresponded to the net book value of the transferred assets, so that there was no gain or loss for the company.

J R Cash and cash equivalents

On 30 June 2021 and 31 December 2020, the breakdown of Cash and cash equivalents is as follows:

30 Jun 2021 31 Dec 2020
Cash and bank balances on the statement of financial position 541,155,252 763.302.610
Cash and equivalents transfered to assets held for sale (Note 17) 34.536.068
Bank overdrafts (Note 15) (12,724.460) (11,129,160)
Cash and bank balances in the statement of cash flows 562.966.860 752,173,450

14 Non-controlling interest

During the period ended 30 June 2021, the movement in non-controlling interests are detailed as follows:

30 June 2021
Non-controlling interest Sonae MC Worten Sonae Sierra Sonae
Fashion
Sonae IM -
Sonaecom
SGPS, SA
Others Total
Opening balance as at 1 January 2021 50,116,945 518,402 286,810,588 (774,070) TITTOO,688 (709,424) 447,063,129
Distributed dividends (2,976,114) (2,976,114)
Distributed income of Investment Funds (120,104) (120,104
Change in percentage of subsidiaries (802,776) (84,166,902) (84,969,678)
Delivery and attribution of shares to employees due to extinction of of (7,654) (7,654
Change in currency translation reserve 2,501,373 (25,057) 2,476,316
Change in fair value of assets available for sale 38,506 38,506
Capital decrease (427,203) 427,203
Changes in hedging reserves 103,763 232,528 751 337,041
Others 130,062 (129,079) (5,797) (5,787 (107,093 (117,694
Profit for the period attributable to non-controlling interests 2,846,838 (6,814) 911,574 (168,625) 3,396,584 (81,289) 6,898,268
Closing balance as at 30 June 2021 52,267,074 સા 288 205,732,878 (947,741) 111,528,819 (897,805) 368,194,813

The item "Change in percentage of subsidiaries" refers to the acquisitional 10% of Sonae Sierra share capital, previously own by Grosvenor Investments for 82 million euros, thus the Group now owns 80% of that subsidiary.

15 Loans

As at 30 June 2021 and 31 December 2020, loans are made up as follows:

30 Jun 2021
Outstanding amount
31 Dez 2020
Outstanding amount
Current Non Current Current Non Current
Bank loans 214.524.865 1161934 358 177.139.325 1,006,897,412
Bonds 13.849.955 673,856.097 9.849.955 687,699,113
Other loans 1.311.341 1,395.406 6,367,713 1,806,789
Total empréstimos 229,686,161 1.837.185.861 193.356.993 1,696,403,314

30 Jun 2021 31 Dec 2020
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae, SGPS, SA - commercial paper 123,800,000 405.000.000 67,865,000 380.000.000
Sonae SGPS, SA 2016/2023 10,000,000 30,000,000 10,000,000 30,000,000
Sonae SGPS, SA 2020/2025 25,000,000 25,000,000
Sonae SGPS, SA 2020/2027 30,000,000 30,000,000
Sonae Holding affiliated /2014/2021 20,000.000 20,000,000
Sonae Holding affiliated /2019/2023 50,000,000 50,000,000
Filial da Sonae SGPS / 2021 20,000,000
Sonae Holding affiliated - commercial paper 5,000,000 15,000,000 5,000,000 15,000,000
Sonae MC, SGPS,SA - commercial paper 240,976,400 140,000,000
Sonae MC /2018/2031 55,000,000 55,000,000
Sonae MC affiliated /2014/2023 50,000,000 50,000,000
Sonae MC affiliated /2015/2023 20,000,000 20,000,000
Sonae MC affiliated /2017/2025 3.333.333 10,000,000 3,333,333 13.333.333
Sonae MC affiliated /2020/2025 55,000,000 55,000,000
Sonae Sierra SGPS, SA - commercial paper 10,000,000 15,000,000 10,000,000 15,000,000
Sonae Sierra / 2018/2022 10,000,000 10,000,000
Sonae Sierra affiliated /2016/2021 36,300,000 41,300,000
Sonae Sierra affiliated /2015/2023 5,200,000 110,500,000 5,200,000 113,100,000
Others 4,639,724 5,499,963 3,614,637 7,052,922
201,973,057 1,163,276,363 166,312,970 1,008,486,255
Bank overdrafts 12.724.460 11,129,160
Up-front fees beard with the issuance of borrowings (172,652 (1,342,005) (302,805 (1.588.843
Bank loans 214,524,865 1,161,954,358 17 139.325 1,006,897,412
30 Jun 2021
Outstanding amount
31 Dec 2020
Outstanding amount
Current Non Current Current Non Current
Bonds
Bonds Sonae SGPS/ 2019/2026 50,000,000 50,000,000
Bonds Sonae SGPS/ 2020/2027 160,000,000 160,000,000
Bonds ESG Sonae SGPS/ 2020/2025 50,000,000 50,000,000
Bonds ESG Sonae SGPS/ 2020/2025 4,000,000 16.000,000 20,000,000
Bonds Sonae MC / December 2015/2024 50,000,000 50,000,000
Bonds Sonae MC / May 2015/2022 75,000,000 75,000,000
Bonds Sonae MC / December 2019/2024 30,000,000 30,000,000
Bonds Sonae MC / April 2020/2027 95,000,000 95,000,000
Bonds Sonae MC / July 2020/2025 50,000,000 50,000,000
Bonds Sonae MC / July 2020/2025 22,500,000 22,500,000
Bonds Sonae Sierra / 2018/2025 10.000.000 30,000,000 10,000,000 40,000.000
Bonds Sonae Sierra / 2018/2023 25,000,000 25,000,000
Bonds Sonae Sierra / 2018/2023 25,000,000 25,000,000
Up-front fees beard with the issuance of borrowings (150.045) (4.643.903) (150.045) (4,800,887)
Bonds 13.849.955 673,856,097 9,849,955 687,699,113
Other loans 580.253 1.395.406 701.251 1.806.789
Derivates 731.088 5,666,462
Other loans 1.311341 1.395,406 6,367.713 1,806,789
229,686,161 1,837,185,861 193,356.993 1,696,403,314

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 at 30 June 2021 on bond loans averaged approximately 1.15% (1.24% at 31 December 2020). Most of the bond loans and variable-rate bank loans are indexed to Euribor.

The derivatives are recorded at fair value.

The loans face value, maturities and interests are as follows (including obligations under financial leases):

30 Jun 2021 31 Dec 2020
N+1 a) 229,277,770 188,143,381
N+2 600,252,633 331,971,676
N+3 469,422,763 530,727,265
N+4 333,859,035 234.987.237
N+5 283,731,581 341,020,193
After N+5 155.905.757 264,086,672
2,072,449,539 1,890,936,425

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

The maturities presented above were estimated according to the contractual clauses of the loans and considering Sonae's best expectation as to its amortization date.

As at 30 June 2021, Sonae has, as detailed below, cash and bank balance equivalents in the amount of 541 million euros (763 million euros as at 31 December 2020) and available credit lines as follows:

30 lun 2021 31 Dec 2020
Commitments Commitments Commitments Commitments
of less than of more than of less than of more than
one year one year one year one year
Unused credit facilities
Sonae MC 40,500,000 220,500,000 94,000,000 265,000.000
Sonae Sierra 54,969,346 54,969,346
Holding & Others 69,702,186 115,000,000 109.266.276 207,161,129
165,171,532 335,500,000 258,235,622 472,161,129
Agreed credit facilities
Sonae MC 40,500,000 461.476.400 94,000,000 405,000.000
Sonae Sierra 54,969,346 54,969,346
Holding & Others 167,650,000 535,000.000 137,000.000 607.650.000
263,119,346 996,476,400 285,969,346 1,012,650,000

16 Provision and impairment losses

Movements in "Provisions and impairment losses" during the period ended 30 June 2021 are as follows:

Caption Balance as at
01 Jan 2021
Increase Decrease Transfer to
held for sale
Balance as at
30 Jun 2021
Accumulated impairment losses on investments 3,577,791 (1.920,133) 1,657,658
Impairment losses on property, plant and equipment 122.655.719 1.422.941 (13.336.209) (565,735) 110,176,716
Impairment losses on intangible assets 34,342,007 (204,762) 34,137,245
Accumulated impairment losses on non-current assets 9.411.112 (9,411,112)
Accumulated impairment losses on non-current assets held for sale 51.375 51,375
Accumulated impairment losses on other current debtors 34.555.949 4.433.445 (6,847,394) (293,535) 31,848,465
Non - current provisions 47,032,991 1,064,996 (29.010.796) (12.660) 19.074.531
Current provisions 16.344.127 1,417,742 (10.666.273) 7.095,596
267,971,071 8,339,124 (71,396,679) (871 830) 204,041,586

In the period ended as at 30 June 2021, due to changes to the Armilar Funds Regulation, the amount related to the contractual incentive (Incentive Scheme) to be paid to the Fund Management Company, recorded in "Non-current provisions" in the amount of 28,701,305 euros, was reclassified to "Investments in joint ventures and associates".

The change in the caption "Impairment losses on tangible fixed assets" results mostly from the sale and write-off of Worten Spain's assets as a result of the disposal and closing of 17 and 14 stores respectively, consequence of the Worten's Spanish operation optimization plan (Note 6).

The change in the caption "Accumulated impairment losses on non-current assets" is mostly explained by the reversal of the impairment, in the amount of 9.2 million euros, associated with the sale of the participation in the Pud, SLR (Note 9).

As of 30 June 2021, the difference between the total "Increase" and the balances of the Income Statement captions "Impairment losses" and "Provisions" is mostly explained by the impairment loss recorded in goodwill, in the amount of 7.4 million euros, in relation to a subsidiary of Sonae MC.

Impairment losses are deducted from the value of the corresponding asset.

17

On 30 June 2021, the assets and liabilities of Digitmarket Sistemas de Informação S.A. and Modelo Distribuição-Materiais de Construção, S.A. (Maxmat) are included in non-current assets held for sale.

The detail of "Non-current assets and liabilities held for sale" at 30 June 2021 can be analysed as follows:

30 June 2021 Digitmarket Maxmat Total held for
sale
188188
NON-CURRENT ASSETS:
Property, plant and equipment 71,774 32,385,406 32,457,180
Right of use assets 791,198 2,258,199 3.049.397
Other non-current assets 288.651 538.133 826.784
Total Non-Current Assets 1,151,623 35,181,738 36,333,361
CURRENT ASSETS:
Inventories 198.413 23,723,074 23,921,487
Trade receivables and other current assets 10.783.080 1,011,404 11.794.484
Cash and bank halances 7.789.491 26,584,221 34.373.712
Total Current Assets 18.770.984 21,318,699 70,089,683
Assets classified as held for sale 19,922,607 86,500.437 106.423.044
LABILITIES
NON-CURRENT LIABILITIES:
Other non-current liabilities 181,885 1,537,450 1,719,335
Other non-current liabilities 1.466.329 1.466.329
Total Non-Current Liabilities 181,885 3,005,779 3,185,664
CURRENT LIABILITIES:
Trade payables 8,280,901 24,845,779 33,126,680
Other tax liabilities 969.830 2,165,883 3.135.713
Other current liabilities 4.922.907 5,894.074 10.816.981
Total Current Liahilities 14,173,638 32,905,736 47.079.374
Liabilities directly associated with assets classified as held for sale 14,355,523 35,909,515 50,265,038

18 Income or expenses related to investments

Income or expenses related to investments for the periods ended 30 June 2021 and 2020 can be detailed as follows:

30 June 2021 30 Jun 2020
Restated
Note 4
Dividends 10,764,000 100,000
Sierra Prime% Dilution 20,462,064
Others (1,099,394) 1.497.514
Gains / (losses) on the sale of investments in subsidiaries, joint ventures and associates (1,099,394) 21,959,578
Others (27,039) (100,367)
Impairment of investments in subsidiaries
lmpairment reversal on financial investments 2,885
Impairment reversal/(losses) on investments 2.885
Total income and (expenses) related to investments 9,637,567 21,962,096

। ਰੇ Other Income

The breakdown of otherincome for the periods ending 30 June 2021 and 2020 is as follows:

30 Jun 2021 30 Jun 2020
Restated
Note 4
Supplementary income 21,809,288 18.846,115
Prompt payment discounts obtained 13.458.713 12,692,695
Foreign currency exchange gains 9,101,590 5,656,957
Own work capitalised 8,570,904 7.554.585
Rent discounts relating to pandemic impact 4,165,565
Gains on sales of assets 4.648.836 1,113,486
Impairment losses reversals 4381309 1,080,983
Suhsidies 1.150.256 1.048.219
Others 3794785.47 1,536,036
71,080,746 49,529,076

20

As at 30 June 2021 and 2020, Net financial expenses are as follows:

30 Jun 2021 30 Jun 2020
Restated
Note 4
Expenses
Interest payable
related with hank loans and overdrafts (7,101,073) (6,207,177
related with non convertible bonds (4.333.378) 3,909,202)
related with operational leases 37,407,281) 36,795,782)
others (980,251) (834.761)
(49,821,983) (47,746,922)
Foreign exchange losses (18,615,390) (10.729.556)
Up front fees and commissions related to loans (2,971,604) (3,429,831)
nthers (1,259,989) (1,084,143)
(72,668,966) (62,990,452)
Income
Interest receivable
nthers 1,075,917 1.383.555
1,075,917 1,383,555
Foreign exchange gains 18,600,931 6.911.306
Other financial income 55,784 25,565
19,732,632 8,320,426
Fair value adjustment of investments registered at fair
value on the income statement
8,166,741
(52,936,334) (46,503,285)

Related parties 21

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

Parent Company Jointly controlled companies
30 Jun 2021 30 Jun 2020
Restated
Note 4
30 Jun 2021 30 Jun 2020
Restated
Note 4
Sales & Services rendered 151,384 139.273 7.723.275 5,819,621
COGS and materials consumed 141.733.123 139,878,290
External supplies and services and other expenses 126 15.406 8.439.146 6,313,694
Financial income 236,895 208,127
Financial expense 57.686 63.658
Others 1.131.192 261,003
151,510 154,679 159,321,317 152,544,393
Associated companies Other related parties
30 Jun 2021 30 Jun 2020
Restated
Note 4
30 Jun 2021 30 Jun 2020
Restated
Note 4
Sales & Services rendered 46.019.141 44.751.241 26,018,292 24.279.212
COGS and materials consumed 6.145 979,749 950.380
External supplies and services and other expenses 2.339.045 1.397.407 5,130,481 3,258.920
Financial income 242,241 367.469
Financial expense 3,248,102 2,642,109 56.357 58.765
Others 1.513.871 532.061 2,677,872 785,895
53,362,400 49,696,432 34.862.751 29,333,172
Parent Company Jointly controlled companies
30 Jun 2021 31 Dec 2020 30 Jun 2021 31 Dec 2020
Other non-current assets 839.158 2,967,983
Trade receivables 34.728 31.470 4.004.510 3.050.795
Other receivables 7.344 ਰ 943 9,733.349 6,216,147
Trade payables 3,225 77.544.249 81.337.372
Other payables 3.088.261 3,317,485
42.072 44.638 95,209,527 96,889,782

Associated companies Other related parties
30 Jun 2021 31 Dec 2020 30 Jun 2021 31 Dec 2020
Other non-current assets 11.026.599 9,841,246 114.287 114.287
Trade receivables 8.306.497 10.328.033 15.220.230 15,004,658
Other receivables 4.411.188 7,701,950 682.035 1,487,013
Trade payables 1.757.613 1,524,399 1.350.389 978,377
Other payables 4.524.375 3.919.650 2.891,260 1,233,132
30,026,272 33,315,278 20,258,201 18,817,467
Jointly controlled companies Associated companies Other related parties
30 Jun 2021 30 Jun 2020
Restated
Note 4
30 Jun 2021 30 Jun 2020
Restated
Note 4
30 Jun 2021 30 Jun 2020
Restated
Note 4
Aquisition of tangible assets 449,127 38,005 7,517 4,503
Sales of of tangible assets 3.706 5,119 1,260 8,200
Aquisition of intangible assets 565,668 20,840
1,018,501 58,845 12,636 1,260 12,703
30 Jun 2021 30 Jun 2020
Restated Note 4
Continuing
Operations
Descontinuing
Operations
Continuing
Operations
Descontinuing
Operations
Net profit
Net profit taken into consideration to calculate basic earnings per share
(consolidated profit for the period)
61,970,793 458,267 (76,730,339) 240.640
Net profit taken into consideration to calculate diluted earnings per share 61,970,793 458,267 (76,730,339) 240,640
Number of shares
Weighted average number of shares used to calculate basic earnings per share 1,908,434,638 1.908,434,638 1,910,236,308 1,910,236,308
Effect of dilutive potential ordinary shares from convertible bonds 128,667.482 128,667.482 128,667.482 128.667.482
Outstanding shares related with share based payments 6,919,305 6,919,305 10,630,179 3,885,211
Shares related to performance bonus that can be bought at market price (1,514,559) (1,514,559) (985,164) (1,588,454)
Weighted average number of shares used to calculate diluted earnings per share 2,042,506,866 2,042,506,866 2,048,548,805 2,041,200,547
Earnings per share
Basic 0 032477 0.000240 (0.040168) 0.000126
Diluted 0.030341 0.000224 (0.037456) 0.000118

23 Cash receipts and cash payments of investments

As at 30 June 2021 and 2020, cash receipts and cash payments related to investments can be detailed as follows:

Receipts 30 Jun 2021 30 lun 2020
Sierra BV Shares Premium Decrease 21.706.762
Disposal of Sierra BV 246.042.240
NI 04 Shares Premium Decrease 1.560.000
Trivium Shares Premium Decrease 868.118
ORES Socimi Shares Premium Decrease 405.261
Receipt related to the disposal of Sport Zone 3.000.000
Receipt related to the disposal of Imosonaell UP's 3.561.803
Receipt related to the disposal of Artic Wolf 36.417.920
Receipt related to the disposal of Parma (Put option) 3.308.654
Others 435.423 1.954.297
49,557,179 269.703.299
Payments 30 Jun 2021 30 Jun 2020
Acquisition of CELLWISE 695,942
Acquisition of Sales Layer 2,500,358
Acquisition of Replay 600,000
Acquisition of Case on IT (Note 13) 350,000
Acquisition ofMercado Urbano 1,273,178
Supplementary Payments of MKTPLACE 767,956
Acquisition of Sellforte 2,500,003
Acquisition of Portainer.io 415,144
Acquisition of Secucloud 221.188
Acquisition of Automaize 120,000
Acquisition of 25% and earnout of Elergone 1,500,000
Acquisition of ZAASK 2,808,247
Acquisition of SONAE SIERRA SGPS 82,159,275
Acquisition of Signal Alpha I and II 402,594
Acquisition of FIIPDP 816,871
Others 1,770,086 2,424,894
93.481.365 7.844.372

24 Presentation of consolidated income statements

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 and Indirect Income.

The Indirect Income includes Sonae 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, assets that were discontinued (or in the process of being discontinued); (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.

The value of EBITDA, Underlying EBIT are calculated in the direct income component, i.e. excluding the indirect contributions.

The reconciliation between the two presentation formats for the consolidated income statement for the periods ended 30 June 2021 and 2020 can be summarized as follows:

30 Jun 2021 SU Jun 2020
Restated Note 4
Consolidated Indirect Income Direct Income Consolidated Indirect income Direct income
Turnover 3,221,881,913 3,221,881,913 3,054,390,644 3,054,390,644
Value created on investment properties (2,133,040) (2,133,040) (12,015,453) (12,015,453)
Investment income
Dividends and others adjustments 10,764,050 10,564,000 200,050 100,160 100,160
Others (1,126,482) (2,157,541) 1,031,059 21,861,936 21,861,936
Others income
Reversal of impairment losses 4,066,459 4,066,459 800,624 800,624
Reversal of provisions for warranty extensions 314,850 314,850 280.359 280,359
Others 66,699,436 66,699,396 48,448,093 48,448,093
Total income 3,300,467,186 6,273,419 3,294,193,727 3,113,866,363 (12,015,453) 3,125,881,816
Total expenses (3,053,444,980) (3,053,444,980) (2,901,766,402) 1,864,046 (2,903,630,448)
Depreciation and amortisation (167,535,943) (167,535,903) (168,787,618) - (168,787,618)
Impairments of inventories - Covid-19 (4,500,000) (4,500,000) (44,100,000) (44,100,000)
Losses on property, plant and equipment and intangible assets (1,506,409) (1,506,409) (1,278,854) (1,278,854
Impairment losses and provisions
Provisions for warranty extensions (386,605) (386,605) (249,211) (249,211)
Others (16,849,556) (16,849,556) (35,715,245) (26,820,880) (8,894,364)
Profit before financial results and results of joint ventures and associates
and non-recurrent items
56,243,693 6,273,419 49,970,274 (38,030,966) (36,972,287) (1,058,679)
Non-recurrent items 10,161,348 10,161,348 14,112,544 14,112,544
Gains and losses on investments recorded at fair value through results 13,511,813 3,377,828 10,133,984 (1,823,938) (1,801,098) (22,840)
Financial profit/(loss) (52,936,334) (52,936,334) (46,503,285) 8,114,907 (54,618,192)
Share of results of joint ventures and associated undertakings
Associates and joint ventures of Sonae Sierra (1,561,683) (12,412,759) 10,851,076 (27,668,741) (37,812,312) 10,143,571
Armilar Venture Funds 23,637,514 23,637,514 (200,018) (200,018)
ZOPT 17,599,433 17,599,433 10,555,528 10,555,528
Others 3,944,358 3,944,358 (6,383,001) (6,383,000)
Profit before income tax 70,600,141 20,876,003 49,724,138 (95,941,877) (68,670,808) (27,271,068)
Income Tax (4,404,913) (6,002,934) 1.598.021 7,357,138 2,412,512 4,944,626
Profit/(Loss) from continued operations 66,195,228 14,873,069 51.322.159 (88,584,739) (66,258,296) (22,326,442)
Profit/(Loss) from discontinued operations 3,132,099 3.132.099 2,398,876 (900,000) 3,298,876
Profit/(Loss) for the period 69,327,327 14,873,069 54,454,258 (86,185,863) (67,158,296) (19,027,566)
Attributable to equity holders of Sonae 62,429,059 12,027,798 50,401,261 (76,489,699) (64,369,954) (12,119,745)
Non-controlling interests 6,898,268 2.845,270 4,052,998 (9,696,161) (2,788,342) (6,907,819)
"Underlying" EBITDA (b) 246,229,618 - 221.078.533
EBITDA (a) 291.917.931 - 252,806.052
EBIT (c) 105,592,522 30,545,840

(a) EBITDA = total direct income - total direct expenses - reversal of direct impairment losses + share of results in joint ventures and associated undertakings (Sonae Sierra direct results, Zopt and other participated) + provisions of guarantee + unusual results

(b) "Underlying" EBITDA = EBITDA = effect of the equity method = non-recurrent results;

  • (c) EBIT = EBT financial results dividends;
  • (d) EBT = Direct results before taxes;
  • (e) Direct income = Results excluding contributions to indirect results;
  • (f) Indirect income = Includes Sonae 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 assets (including goodwill) and (iv) provision for assets at risk. Additionally and concerning Sonae's portfolio, it incorporates: (i) impairments in retail real estate properties; (i) reductions in goodwill; (ii) 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) (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.

25 Subsequent events

Sonae MC

On 25th May 2021, Sonae informed CMVM that its subsidiary Sonae MC, SGPS, SA reached an agreement to sell its 50% shre capital in Modelo Distribuição - Materials de Construção, SA (Maxmat) to Cimentos Estrada e Pedra SGPS, Lda, an entity wholly owned by Building Materials Europe, which already holds the remaining 50% of Maxmat's capital. Sonae MC expects to obtain a cash inflow of approximately 65 million euros with this transaction. The transacion is expected to take place in the third quarter of 2021, since the Portuguese Competition Authority alread that will not oppose to the transaction.

Sonaecom

In 1st of June 2021 SONAECOM, SGPS, S.A. through its subsidiary Sonae IM and the remaining of the shareholders, reached an agreement with Claranet Portugal, SA to fully dispose of their shares in Digitmarket – Sistemas de Informação, SA.

In July 2021, the sale of the entire share capital and voting rights of Bizdirect to Claranet Portugal, S.A. was completed, following the clearance from the merger control authority and the transaction customary conditions.

Claranet purchased the entire share capital of Bizdirect for the global amount of 12.2 million euros received by Sonae), leading to a positive impact in Sonae's consolidated results in approximately to 4.8 million euros.

26

The financial statements were approved by the Board of Directors in a meeting held on 28 July 2021.

The Board of Directors.

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

José Manuel Neves Adelino

Margaret Lorraine Trainer

Marcelo Faria de Lima

Carlos António Rocha Moreira da Silva

Fuencisla Clemares

Philippe Cyriel Elodie Haspeslagh

Maria Cláudia Teixeira de Azevedo

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," "future" or similar expressions.

Although these statements reflect our current expectations, which we believe are reasonable, investors 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 formation or statements. We do not undertake any obligation to update any forward-looking information or statements.

MEDIA AND INVESTOR CONTACTS

Patrícia Vieira Pinto Head of Investor Relations [email protected] Tel.: + 351 220104 794

Tiago Soares External Communication [email protected] Tel.: + 351 220104 747

Sonae Lugar do Espido Via Norte 4471-909 Maia, Portugal Tel.: +351 229 487 522

Sonoe is listed on the Euronext Stock Exchange. Information may olso be accessed on Reuters under the symbol SONP.IN and on
Bloomberg under the symbol SDN PL

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