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Patris Investimentos

Interim / Quarterly Report Aug 29, 2017

1946_ir_2017-08-29_7e43cd02-ee2b-41d3-ac14-73c5a235ec92.pdf

Interim / Quarterly Report

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SONAE INVESTIMENTOS, SGPS, SA

Head Office: Rua João Mendonça, 529 – 4464-501 Senhora da Hora

Share Capital 1,000,000,000 Euro

Porto Commercial Registry and Fiscal Number 501 532 927

REPORT AND ACCOUNTS

30 June 2017

Management Report Sonae Investimentos – S.G.P.S., S.A.

In accordance with Portuguese Law and the company's articles of association, we hereby present the management report of Sonae Investimentos - S.G.P.S., S.A. for the first six months of 2017.

Activity evolution for the period

During the course of the first six months of 2017, the consolidated turnover of Sonae Investimentos totalled 2.540 million euros, which corresponds to an increase of 7.9% when compared to the same period of the previous year. Performance benefited from the increased contributions of Sonae MC, Sports & Fashion and Worten, which have more than compensated the lower turnover of Sonae RP, resulting from sale and leaseback (S&LB) transactions over the course of 2016.

Operational cash-flow (EBITDA) reached 105 million euros, which reflects i) a general improvement of retail businesses performance, both in Portugal and Spain, and ii) benefitting from the incorporation of Salsa. However, the evolution versus last year is negative driven by non-recurrent items given the capital gains from S&LB operations during 2016 (~63 million euros).

Overall, EBITDA margin stood at 4.1% of turnover, decreasing -2.9p.p. comparing to 6M16. Operating results (EBIT) amounted to 11 million euros in the period, decreasing when compared to the first six months of 2016 driven by the aforementioned effects.

Sonae Investimentos consolidated net result in the first three months of 2017 totalled -3 million euros, behind last year comparable period.

By the end of June, Sonae Investimentos operated in an overall portfolio of 1,683 stores, corresponding to a sales area of 1,189 thousand sqm. During this period, Sonae Sports & Fashion continued to consolidate its store networks, which also includes Salsa stores.

Outlook

Sonae Investimentos strategic guidelines privilege growth and the strengthening of the value proposition based on a continued investment in efficiency and innovation. This positioning, consistently adopted by the Company, has allowed for the combination of strong growth rhythms with strong profitability benchmarks, and once again will be at the basis of the Company´s performance during the course of the next months.

Methodological note

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

Maia, 23 of August 2017

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

______________________________________

______________________________________

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luis Miguel Mesquita Soares Moutinho

______________________________________

______________________________________ Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

______________________________________

Glossary

Turnover

Sale of articles + services rendered;

EBITDA

"Underlying EBITDA" + share of results in joint ventures and associated undertakings+ non-recurrent items;

"Underlying" EBITDA

total direct income - total expenses - reversal of impairment losses;

Direct EBIT Direct EBT - financial results;

Direct EBT

Direct results before non-controlling interests and taxes;

Direct income

Results excluding contributions to indirect income;

Indirect income

Includes arising from: (i) impairment of real estate assets for retail, (ii) decrease in goodwill, (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, businesses, discontinued assets (or be discontinued / repositioned), (iv) valuation results based on the methodology "markto-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

Investments (CAPEX)

Investments in tangible and intangible assets and investments in acquisitions;

Working Capital

customer debts (receivables derived from the normal course of the Group's activities) – suppliers (amount payable resulting from purchases derived from the normal course of the Group's activities) + inventories (goods booked at acquisition cost, less quantity discounts and impairment losses) + other assets and liabilities (State and other public entities + associated companies + accruals and prepayments + deferred taxes + provisions for risks and charges + fixed asset suppliers + sundry debtors and creditors)

Net Invested capital

Total net debt + total shareholder funds

Appendix

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 issuer and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.

Maia, 23 of August 2017

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

______________________________________

______________________________________

Luis Miguel Mesquita Soares Moutinho

______________________________________

______________________________________ Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

______________________________________

Appendix required by articles 9 nr. 1, a) and 14, nr. 7 of CMVM Regulation nr.05/2008

Date Additions Reductions Position at
30.06.2017
Balance as of
30.06.2017
Quantity Aver. Price € Quantity Aver. Price € Quantity
Duarte Paulo Teixeira de Azevedo () () () (**)
Efanor Investimentos, SGPS, SA (1)
Migracom, SGPS, SA (9)
Sonae - SGPS, SA (3)
Minority
Dominant
805,730
Shares purchased under the terms of the Short Term and
Medium Term Performance Bonus Plans
31-03-2017 410,002 0.047
Sale 03-04-2017 410,002 0.938
Ângelo Gabriel Ribeirinho dos Santos Paupério () (*)
Sonae - SGPS, SA (3)
Shares purchased under the terms of the Short Term and
Medium Term Performance Bonus Plans
31-03-2017 348,739 0.047 562,987
Enxomil - Consultoria e Gestão, SA (11)
Enxomil - Sociedade Imobiliária, SA (12)
Dominant
Dominant
Additions Reductions Position at
30.06.2017
Balance as of
30.06.2017
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae, SGPS, SA (3)
Pareuro, BV (2)
Dominant
Dominant
(2) Pareuro, BV
Sonae, SGPS, SA (3)
Dominant
(3) Sonae, SGPS, SA
Sonae Investments, BV (6)
Sonae Investimentos, SGPS, SA (4)
Dominant 250,286,683
Sonaecenter, Serviços, SA (5) Dominant
(*) Member of the Board of Directors of Sonae, Investimentos, SGPS, SA
(12) Enxomil - Sociedade Imobiliária, SA
Sonae - SGPS, SA (3)
450,000
(11) Enxomil - Consultoria e Gestão, SA
Sonae, SGPS, SA (3)
2,021,855
(10) Imparfin, SGPS, SA
Sonae, SGPS, SA (3)
4,105,280
(9) Migracom, SGPS, SA
Sonae, SGPS, SA (3)
Purchase
Imparfin, SGPS, SA (10)
03-04-2017 410,002 0.938 Minority 2,874,339
(8) Sonae MC - Modelo Continente, SGPS, SA
Sonae Investimentos, SGPS, SA (4)
100,000,000
(7) Libra Serviços, Sociedade Unipessoal, Lda
Sonae Investimentos, SGPS, SA (4)
25,000
(6) Sonae Investments BV
Sonae Investimentos, SGPS, SA (4)
Libra Serviços, Sociedade Unipessoal, Lda (7)
Dominant 131,419,190
(5) Sonaecenter, Serviços, SA
Sonae Investimentos, SGPS, SA (4)
518,269,127
(4) Sonae Investimentos, SGPS, SA
Sonae MC - Modelo Continente, SGPS, SA (8)
Dominant
Sonaecenter, Serviços, SA (5) Dominant

(**) Member of the Board of Directors of Sonae, SGPS, SA (directly and indirectly dominant company) (3)

(***) Member of the Board of Directors of Efanor Investimentos SGPS, SA (1)

(****) Member of the Board of Directors of Imparfin, SGPS, SA (10)

Qualified holdings

Shares held and voting rights attributable to shareholders owning 2% or more of the share capital of the Sonae Investimentos, SGPS, SA, calculated according to article 20 of the Portuguese Securities Code, as required by article 9 paragraph 1, subparagrah c), of the Portuguese Securities Market Comission (CMVM) Regulation no. 05/2008:

Shareholder Nr. of shares % Share capital
and voting
rights*
% of
exercisable
voting rights**
Efanor Investimentos, SGPS, SA (I)
By Sonae, SGPS, SA 250,286,683 25.03% 27.81%
By Sonae Investments, BV 131,419,190 13.14% 14.60%
By Libra Serviços, Sociedade Unipessoal, Lda 25,000 0.00% 0.00%
By Sonaecenter, Serviços, SA 518,269,127 51.83% 57.59%
By Sonae MC - Modelo Continente, SGPS, SA (II) 100,000,000 10.00% -
Total attributable to Efanor Investimentos, SGPS, SA 1,000,000,000 100.00% 100.00%

Source: communications received by the Company regarding qualified shareholdings up to 30th June 2017

* Voting rights calculated based on the Company's share capital with voting rights, as per subparagraph b) of paragraph 3 of article 16 of the Portuguese Securities Code

**Voting rights calculated based on the Company's share capital with voting rights that are not subject to suspension of exercise

(I) Belmiro Mendes de Azevedo is, according to subparagraph b) of paragraph 1 of article 20 and paragraph 1 of article 21, both of the Portuguese Securities Code, the "ultimate beneficial owner", as he is the controlling shareholder of Efanor Investimentos, SGPS, SA and the latter wholly owns Pareuro BV

(II) Considered treasury shares in accordance with Commercial Companies Code as Sonae MC - Modelo Continente, SGPS, SA is directly owned by Sonae Investimentos, SGPS, SA

Condensed consolidated

financial statements

SONAE INVESTIMENTOS, SGPS, SA

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2017 AND 2016 AND 31 DECEMBER 2016

(Amounts expressed in euro)

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

30 June 2016 31 December 2016
ASSETS Notes 30 June 2017 Restated Restated
(Note 3) (Note3)
NON-CURRENT ASSETS:
Tangible assets 6 1,611,346,919 1,565,648,349 1,602,400,467
Intangible assets 7 337,128,274 322,377,485 332,952,435
Goodwill 8 548,079,578 543,809,857 544,073,187
Investments in joint ventures and associates 9 42,126,184 51,403,879 51,061,618
Other investments 10 10,894,226 10,931,751 10,910,647
Deferred tax assets 13 50,560,802 61,802,395 49,861,522
Other non-current assets 11 17,697,428 13,906,043 15,315,834
Total Non-Current Assets 2,617,833,411 2,569,879,758 2,606,575,710
CURRENT ASSETS:
Inventories 682,582,620 652,488,221 696,012,657
Trade account receivable and other current assets 12 344,848,062 387,425,946 299,418,239
Investments 10 485,192 1,701,175 4,207,972
Cash and cash equivalents 14 86,796,620 80,096,949 119,726,191
Total Current Assets 1,114,712,494 1,121,712,291 1,119,365,059
Non current assets held for sale 15 - - 19,522,549
TOTAL ASSETS 3,732,545,905 3,691,592,049 3,745,463,318
EQUITY AND LIABILITIES
EQUITY:
Share capital 16 1,000,000,000 1,000,000,000 1,000,000,000
Own shares (320,000,000) (320,000,000) (320,000,000)
Reserves and retained earnings (16,341,293) (55,138,416) (53,307,887)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company (2,634,198) 41,117,692 80,471,632
Equity attributable to the equity holders of the Parent Company 661,024,509 665,979,276 707,163,745
Equity attributable to non-controlling interests 17 83,574,836 79,699,152 83,289,108
TOTAL EQUITY 744,599,345 745,678,428 790,452,853
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 18 714,430,823 719,000,373 623,570,841
Other non-current liabilities 20 421,772,677 438,549,494 420,960,111
Deferred tax liabilities 13 104,378,444 91,846,429 102,014,515
Provisions 23 15,156,948 17,586,893 16,006,272
Total Non-Current Liabilities 1,255,738,892 1,266,983,189 1,162,551,739
CURRENT LIABILITIES:
Loans 18 244,769,242 198,947,687 186,327,715
Trade creditors and other current liabilities 22 1,484,261,165 1,476,944,295 1,591,200,267
Provisions 23 3,177,261 3,038,450 3,204,001
Total Current Liabilities 1,732,207,668 1,678,930,432 1,780,731,983
Non current liabilities held for sale 15 - - 11,726,743
TOTAL LIABILITIES 2,987,946,560 2,945,913,621 2,955,010,465
TOTAL EQUITY AND LIABILITIES 3,732,545,905 3,691,592,049 3,745,463,318

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

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2017 AND 2016

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

(Amounts expressed in euro) rd Quarter 2017
2
nd Quarter 2016
2
Restated
30 June 2017 30 June 2016
Restated
(Note 3)
Sales 1,265,126,148 1,149,265,644 2,487,070,165 2,308,997,929
Services rendered 27,330,821 25,008,843 52,480,519 44,256,947
Investment income investments recorded at fair value through profit 23 (7,485,503) 89,824 (7,485,503) 91,406
Financial income 25,409 593,936 1,169,152 1,091,915
Other income 25 196,853,451 180,027,525 366,473,228 407,019,529
Cost of goods sold and materials consumed (1,068,328,367) (965,103,240) (2,081,326,309) (1,936,716,445)
Changes in stocks of finished goods and work in progress 1,395,159 375,546 1,363,797 439,937
External supplies and services (165,839,695) (157,303,396) (330,297,705) (306,606,064)
Staff costs (178,491,297) (160,873,772) (350,949,367) (322,334,637)
Depreciation and amortisation 6 and 7 (45,963,674) (41,103,199) (91,481,788) (81,313,004)
Provisions and impairment losses (925,092) (372,940) (1,553,894) (7,734,679)
Financial expense (13,799,286) (14,735,711) (26,768,594) (31,239,497)
Other expenses (15,719,737) (15,092,262) (31,311,869) (31,496,568)
Share of results of joint ventures and associetad companies 9 (799,940) 77,266 (2,395,913) (673,313)
Profit/(Loss) before taxation (6,621,603) 854,064 (15,014,081) 43,783,456
Taxation 26 12,834,295 9,860,087 14,648,429 (725,390)
Consolidated Profit/(Loss) for the period 6,212,692 10,714,151 (365,652) 43,058,066
Attributable to:
Equity holders of the Parent Company 4,729,630 9,613,128 (2,634,198) 41,117,692
Non-controlling interests 17 1,483,062 1,101,023 2,268,546 1,940,374
Profit/(Loss) per share
Basic 28 0.005255 0.010681 (0.002927) 0.045686
Diluted 28 0.005255 0.010681 (0.002927) 0.045686

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 JUNE 2017 AND 2016

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

(Amounts expressed in euro) nd Quarter 2017
2
nd Quarter 2016
2
Restated
30 June 2017 30 June 2016
Restated
(Note 3)
Net Profit / (Loss) for the period 6,212,692 10,714,151 (365,652) 43,058,066
Items that maybe reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations 730,667 (657,967) 863,786 (773,175)
Participation in other comprehensive income (net of tax) related to joint ventures
and associated companies included in consolidation by the equity method (Note
9.3)
(1,117,208) 1,369,038 (985,436) 1,783,926
Changes in hedge and fair value reserves (2,691,393) 2,669,831 (5,603,318) 557,780
Deferred taxes related with other components of comprehensive income 606,523 (651,027) 1,215,891 (135,790)
Others 143,211 - 143,211 -
Other comprehensive income for the period (2,328,200) 2,729,875 (4,365,866) 1,432,741
Total comprehensive income for the period 3,884,492 13,444,026 (4,731,518) 44,490,807
Attributable to:
Equity holders of parent company 2,408,957 12,259,759 (6,941,059) 42,498,694
Non controlling interests 1,475,535 1,184,267 2,209,541 1,992,113

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

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 30 JUNE 2017 AND 2016

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

Res
d Re
tain
ed E
arni
erve
s an
ngs
Sha
re C
apit
al
Ow
n Sh
ares
Lega
l Re
serv
e
Cur
renc
y
slat
ion
tran
Res
erve
Hed
ging
Res
erve
Lega
l Re
es i
serv
n
ord
ith
acc
anc
e w
arti
cle
342
º CS
C
Oth
er R
ese
rves
and
Ret
aine
d
ings
Earn
Tot
al
fit/
(Los
s)
Net
Pro
Tot
al
trol
ling
Non
con
Con
toll
ing
Inte
rest
s
(No
7)
te 1
Tot
al E
quit
y
(Am
sed
in e
uro)
ts ex
oun
pres
Attr ibut
able
ity H
to
Equ
olde
f Pa
rent
Co
rs o
mpa
ny
Bala
at 1
Jan
201
6 Re
ed
stat
nce
as
uary
1,00
0,00
0,00
0
(320
,000
,000
)
170
,940
,266
1,05
8,14
2
(239
,492
)
320
,000
,000
(578
,351
,961
)
(86,
593
,045
)
70,0
39,8
47
663
,446
,802
52,2
92,8
85
715
,739
,687
Tot
al c
nsiv
e in
e fo
r th
riod
om
pree
com
e pe
- - - (811
)
,915
408
,991
- 1,78
3,92
6
1,38
1,00
2
41,1
17,6
92
42,4
98,6
94
1,99
2,11
3
44,4
90,8
07
of p
rofi
t of
App
riat
ion
201
5
rop
nsfe
leg
al re
nd r
ned
Tra
r to
etai
ning
serv
es a
ear
s
Divi
den
ds d
istri
bute
d
Inco
dist
ribu
tion
-
-
-
-
-
-
-
-
-
-
-
-
70,0
39,8
47
(40,
000
,000
)
70,0
39,8
47
(40,
000
,000
)
(70,
)
039
,847
-
-
(40,
000
,000
)
-
(114
,810
)
-
(40,
114
,810
)
me
Part
ial d
ispo
sal o
uisit
ions
of
affi
liate
d co
nies
r aq
mpa
of
affi
liate
d co
(no
)
Aqu
isiti
nies
te 4
ons
mpa
Oth
ers
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
39,0
64
-
(5,2
84)
-
39,0
64
-
(5,2
84)
-
-
-
-
-
39,0
64
-
(5,2
84)
(493
,079
)
134
,197
25,8
87,8
26
20
(493
,079
)
173
,261
25,8
87,8
26
(5,2
64)
Bala
d
at 3
0 Ju
ne 2
016
Res
tate
nce
as
1,00
0,00
0,00
0
(320
)
,000
,000
170
,940
,266
246
,227
169
,499
320
,000
,000
(546
)
,494
,408
(55,
)
138
,416
41,1
17,6
92
665
,979
,276
79,6
99,1
52
745
,678
,428
Bala
at 1
Jan
201
7
nce
as
uary
1,00
0,00
0,00
0
(320
)
,000
,000
170
,940
,266
541
,768
1,94
8,40
5
320
,000
,000
(546
)
,738
,326
(53,
)
307
,887
80,4
71,6
32
707
,163
,745
83,2
89,1
08
790
,452
,853
al c
preh
for
the
od
Tot
ive
inco
peri
om
ens
me
- - - 1,09
0,90
2
(4,3
27)
87,4
- (1,0
36)
10,3
(4,3
61)
06,8
(2,6
98)
34,1
(6,9
59)
41,0
2,20
9,54
1
(4,7
18)
31,5
riat
ion
of p
rofi
t of
App
201
6
rop
nsfe
leg
al re
nd r
etai
ned
ning
Tra
r to
serv
es a
ear
s
Divi
den
ds d
istri
bute
d
Inco
dist
ribu
tion
me
Part
ial d
ispo
sal o
uisit
ions
of
affi
liate
d co
nies
r aq
mpa
isiti
of
affi
liate
d co
nies
(No
)
Aqu
te 4
ons
mpa
-
-
-
-
-
-
-
-
-
-
3,90
5,50
2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
76,5
66,1
30
(40,
034
,760
)
-
836
,584
-
80,4
71,6
32
(40,
034
,760
)
-
836
,584
-
(80,
471
,632
)
-
-
-
-
-
(40,
034
,760
)
-
836
,584
-
-
(1,1
62,2
25)
(1,2
43,1
44)
(980
)
,013
1,46
1,56
9
-
(41,
196
,985
)
(1,2
43,1
44)
(143
)
,429
1,46
1,56
9
Bala
at 3
0 Ju
ne 2
017
nce
as
1,00
0,00
0,00
0
(320
)
,000
,000
174
,845
,768
1,63
2,67
0
(2,4
22)
39,0
320
,000
,000
(510
)
,380
,709
(16,
)
341
,293
(2,6
98)
34,1
661
,024
,509
83,5
74,8
36
744
,599
,345

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

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2017 AND 2016

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

nd Quarter 2017
2nd Quarter 2016
(Amounts expressed in euro)
Notes
2
30 June 2017
30 June 2016
OPERATING ACTIVITIES
Net cash flow from operating activities (1)
67,135,647
9,409,541
(43,013,067)
(147,960,398)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments
12
-
-
21,009,032
-
Tangible assets and investment properties
6
482,558
311,988
1,848,950
230,284,163
Interests and similar income
7,656
535,910
445,855
814,415
Loans granted
651,118
-
651,118
-
Dividends
130,000
455,023
130,000
455,023
Others
-
-
-
1,581
1,271,332
1,302,921
24,084,954
231,555,182
Cash Payments arising from:
Investments
(2,135,671)
(67,470,200)
(2,135,671)
(67,844,215)
Tangible assets and investment properties
(55,527,071)
(68,563,373)
(142,024,368)
(138,210,529)
Loans granted
(1,496,188)
-
(1,500,000)
-
(59,158,930)
(136,033,573)
(145,660,039)
(206,054,744)
Net cash used in investment activities (2)
(57,887,599)
(134,730,652)
(121,575,085)
25,500,438
FINANCING ACTIVITIES
Cash receipts arising from:
Investments
46,507
2,667,422
584,007
2,840,683
Loans obtained
1,639,961,225
1,354,655,969
2,956,554,094
2,666,301,374
1,640,007,732
1,357,323,391
2,957,138,101
2,669,142,057
Cash Payments arising from:
Investments
(1,089,847)
-
(2,460,244)
-
Loans obtained
(1,626,600,523)
(1,260,394,996)
(2,815,478,025)
(2,569,172,231)
Interests and similar charges
(5,464,296)
(10,426,656)
(8,210,548)
(13,456,185)
Dividends
(2,440,129)
(607,868)
(2,440,129)
(607,868)
Others
-
(35,519)
-
(459,891)
(1,635,594,795)
(1,271,465,039)
(2,828,588,946)
(2,583,696,175)
Net cash used in financing activities (3)
4,412,937
85,858,352
128,549,156
85,445,882

Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 13,660,985 (39,462,759) (36,038,996) (37,014,078) Effect of foreign exchange rate 170,967 (232,120) 136,093 (48,183) Cash and cash equivalents at the beginning of the period 14 52,331,505 78,705,756 101,996,613 76,441,012 Cash and cash equivalents at the end of the period 14 65,821,524 39,475,117 65,821,524 39,475,117

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

SONAE INVESTIMENTOS, SGPS, SA

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2017

(Amounts expressed in euro)

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

1 INTRODUCTION

Sonae Investimentos, SGPS, SA, has its head-office at Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Portugal, and is the parent company of a group of companies, as detailed in Notes 9 and 32 the Sonae Investimentos Group ("Sonae Investimentos"). Sonae Investimentos's operations and operating segments are described in Note 5.

2 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the preparation of the consolidated financial statements for the period ended as at 31 December 2016.

Basis of preparation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and applicable to economic period beginning on 1 January 2017, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRS - IC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated financial statements issuance date.

Interim financial statements are presented quarterly, in accordance with IAS 34 - "Interim Financial Reporting".

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

New accounting standards and their impact on the consolidated financial statements:

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

Effective Date (for
With mandatory application after 2017: financial years
beginning on or
after)

IFRS 9 - Financial instruments (establishes the new requirements regarding the classification and measurement of financial assets and liabilities, the methodology for calculating impairment and for the application of hedge accounting rules) 01 jan 2018

IFRS 15 - Revenue from contracts with customers (introduces a principles-based revenue recognition framework based on a template to be applied to all contracts with customers) 01 Jan 2018

The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 30 June 2017, since their application is not yet mandatory. The impacts of the above mentioned standards are being analysed by the Group.

The following standards, interpretations, amendments and revisions haven't been, until the date of approval of these financial statements, endorsed by the European Union:

Effective Date (for
With mandatory application after 2017: financial years
beginning on or after)
IFRS 16 –
Leases -
(recognition and measurement principles)
01 Jan 2019
IFRS 17 –
Insurance contracts
01 Jan 2021
IFRS 10 and IAS 28 (amendment) -
(eliminate the conflict between the standards,
related to the sale or contribution of assets between the investor and the associated
or between the investor and the joint venture)
To be defined
IAS 12 (amendment) -
Income taxes (clarify the conditions for recognition and
measurement of tax assets resulting from unrealized losses)
01 Jan 2017
IAS 7 (amendment) -
Statement of cash flows (introducing additional disclosures
related to cash flows from financing activities)
01 Jan 2017
IFRS 15 (amendment) -
Revenue from contracts with customers (various
clarifications are introduced in the standard to eliminate the possibility of
divergent interpretations of various topics)
01 Jan 2018
IFRS 2 (amendment) -
Share-based payments (various clarifications are included in
the standard relating to the recording of cash-settled share-based payment
transactions, (ii) recording changes to share-based payment transactions (Of net
settled to equity settlement), (iii) the classification of transactions with net
settlement characteristics)
01 Jan 2018
IFRS 4 (amendment) -
Insurance contracts (provides guidance on the application of
IFRS 4 in together with IFRS 9)
01 Jan 2018
IFRS 40 (amendment) -
Investment properties (clarify that the change in classification
from or to investment property should only be made when there is evidence of a
change in the use of the asset)
01 Jan 2018
Annual Improvements to IFRS (cycle 2014-2016) 01 Jan 2017 and
01 Jan 2018
IFRIC 22 -
Transactions in foreign currency and advances (establish the date of the
initial recognition of the advance or deferred income as the date of the transaction
for determining the exchange rate of the recognition of the revenue)
01 Jan 2018
IFRIC 23 –
Uncertainly over income tax treatments (clarifies the accounting for
uncertainties in income taxes)
01 Jan 2019

The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 30 June 2017, since their application is not mandatory, lying in the process of analysing expected effects of those standards that, with exception of IFRS 16 are not expected to reflect significant impacts.

3 RESTATEMENT OF FINANCIAL STATEMENT

The Losan Group is a multinational group and the parent company based in Spain, specializes in the wholesale business of children's wear. This acquisition aimed to improve skills in the supply chain and strengthen international capacity expansion of Sonae through wholesale channels. These companies were incorporated in the consolidated financial statements as at 31 December 2015 period from which Sonae began to exercise control over its activities.

IVN – Serviços Partilhados, SA holds the brand Salsa which is a Portuguese brand of jeanswear of international renown, recognized for its entrepreneurial spirit and the development of innovative products. Being a truly international company, its products can be found in about 2,000 points of sale in 32 countries.

Following the acquisition of these companies, a preliminary assessment was made regarding the fair value of the assets acquired and the liabilities assumed. The fair value was determined through various valuation methodologies for each type of asset or liability, based on the best information available.

The main adjustments to fair value made under this process were:

  • (i) Wholesale customer portfolio (+13.1 million euro in Losan + 35.5 million euro in Salsa), valued based on the discounted cash-flow methodology, using discount rates based on the weighted average cost of the segment's capital (11%), where Companies are included and considering an average retention rate of customers of 84% based on historical data, for Losan and 9.4% for wholesale Salsa's customers. These portfolios will be amortized on a straight-line basis based on the estimated average retention period of customers (10 years);
  • (ii) Losan brand (+11.6 million euros), valued based on the released royalty methodology and for which no defined life was identified;
  • (iii) Salsa brand (+51 million euro) was valued based on the methodology of the released royalties, using for this purpose the discount rates based on weighted average cost of capital of the segment where the companies fall (11%) and a royalty rate of 4%, and for which was not estimated a defined useful life;
  • (iv) Real estate assets in Salsa (+15.8 million euro) were valued based on a preliminary external valuation of the mentioned assets, which had been obtained prior to the acquisition, the new evaluation process was completed in 31 May 2017;
  • (v) contingent liabilities in Salsa relating to present obligations in the amount of 6 million euro, over which there were also recognized indemnifying assets as contractually supported; and
  • (vi) Contingent liabilities in Losan relating to present liabilities amounting to 0.9 million euro;

For the remaining assets and liabilities, no significant differences were identified between the fair value and the respective book value. As usually happens in the concentrations of business activities also in this operation could not be assigned, in accounting terms, the fair value of identifiable assets and liabilities assumed part of the cost of acquisition, being that component recognized as goodwill and recorded under the caption Intangible Assets.

The above valuations correspond to Level 3 of Fair Value, in accordance with IFRS 13.

As these acquisitions occurred at the end of the year 2015 and on June 30, 2016, for Losan and Salsa respectively, only at the end of 2016, in the case of Losan and during the first half of 2017 in the case of Salsa, was it possible to complete the fair value calculation exercise and Goodwill calculation.

The impact of these evaluations in the consolidated financial statements as at 30 June 2016 was as follows:

Before the Adjustments to fair value After the
Amounts in thousands of euros restatement Losan Salsa restatement
Assets
Tangible and Intangible assets 1,764,599 24,363 99,064 1,888,026
Goodwill 685,221 (18,960) (122,451) 543,810
Investments 62,336 - - 62,336
Deferred tax assets 60,310 225 1,267 61,802
Other non-current assets 11,442 - 2,464 13,906
Non-current assets 2,583,908 5,628 (19,656) 2,569,880
Inventories 653,675 - (1,187) 652,488
Trade account receivables 69,620 (400) (275) 68,945
Other debtors 316,616 1,417 448 318,481
Investments 1,701 - - 1,701
Cash and cash equivalents 80,097 - - 80,097
Current assets 1,121,709 1,017 (1,014) 1,121,712
Total assets 3,705,618 6,645 (20,670) 3,691,592
Liabilities - - - -
Loans 719,000 - - 719,000
Other non-current liabilities 438,549 - - 438,549
Deferred tax liabilities 65,359 5,991 20,496 91,846
Provisions 11,609 900 5,078 17,587
Non-current liabilities 1,234,518 6,891 25,574 1,266,983
Loans 198,948 - - 198,948
Other current liabilities 1,479,025 - 958 1,479,983
Total current liabilities 1,677,973 - 958 1,678,931
Total liabilities 2,912,491 6,891 26,532 2,945,914
Shareholders' funds excluding non-controlling interests 666,226 (246) - 665,980
Non-controlling interests 126,901 - (47,202) 79,699
Total shareholders' funds 793,127 (246) (47,202) 745,679
Total shareholders' funds and liabilities 3,705,617 6,645 (20,670) 3,691,592
30 June 2016
Amounts in thousands of euros Before the
restatement
Adjustments
to fair value
Losan
After the
restatement
Total revenue 2,353,255 - 2,353,255
Other income 407,111 - 407,111
Cost of goods sold and materials consumed (1,936,716) - (1,936,716)
Changes in stocks of finished goods and work in progress 440 - 440
Other expenses (749,157) (328) (749,485)
Financial results (30,148) - (30,148)
Share of results of joint ventures and associetad companies (673) - (673)
Profit/(Loss) before taxation 44,112 (328) 43,783
Taxation (807) 82 (725)
Consolidated Profit/(Loss) for the period 43,304 (246) 43,058
Attributable to:
Equity holders of the Parent Company 41,364 (246) 41,118
Non-controlling interests 1,940 - 1,940

On May 31, 2017, an external evaluation was made to a group of properties of Salsa based on the market value, resulting in a reduction of the fair value calculated on December 31, 2016 in the amount of 4,384,000 euro.

The impact of this valuation in the statement of financial position as at 31 December 2016 can be analysed as follows:

31 December 2016
Amounts in thousands of euros Before the
restatement
Adjustments
to fair value
Salsa
After the
restatement
Assets
Tangible and Intangible assets 1,939,737 (4,384) 1,935,353
Goodwill 542,342 1,731 544,073
Other non-current assets 127,150 - 127,150
Non-current assets 2,609,228 (2,653) 2,606,575
Current assets 1,119,365 - 1,119,365
Assets classified as held for sale 19,523 - 19,523
Total assets 3,748,116 (2,653) 3,745,463
Liabilities
Loans and other non-current liabilities 1,060,537 - 1,060,537
Deferred tax liabilities 102,935 (921) 102,014
Non-current liabilities 1,163,472 (921) 1,162,551
Total current liabilities 1,780,732 - 1,780,732
Non-current liabilities available for sale 11,727 - 11,727
Total liabilities 2,955,931 (921) 2,955,010
Shareholders' funds excluding non-controlling interests 707,164 - 707,164
Non-controlling interests 85,021 (1,732) 83,289
Total shareholders' funds 792,185 (1,732) 790,453
Total shareholders' funds and liabilities 3,748,116 (2,653) 3,745,463

4 CHANGES IN CONSOLIDATION PERIMETER

4.1 The major acquisitions of subsidiaries occurred in the period ended at 30 June 2017 were as follows:

The acquisitions of companies included in the consolidation by the integral method can be analyzed as follows:

COMPANY Head Office Direct Total
Sonae MC
Brio - Produtos de Agricultura Biológica, SA Matosinhos 100.00% 100.00%
Go Well - Promoção de Eventos, Catering e Consultoria, SA Lisbon 51.00% 51.00%

In December 2016, Sonae MC concluded an agreement with the shareholders of GO WELL – Promoção de Eventos, Catering e Consultoria, S.A. (Go Well) for the acquisition of 51% of the share capital. This transaction became effective in May 2017. Go Well operates in 22 specialized restaurants in healthy food in Portugal, typically located in shopping centres, and has a variety of concepts such as grab&go, sushibar, freshly and breakfasts. Go Well operates exclusively through the brand "Go Natural" and in 2015, generated a turnover of 6.4 million euro.

In April 2017, an affiliated of the Group concluded an agreement with the shareholders of BRIO - Produtos de Agricultura Biológica, S.A. (BRIO) for the acquisition of 100% of BRIO's share capital. Established in 2008, Brio is the first organic supermarket chain launched in Portugal, and explores six supermarkets specialized in organic food, all with convenience locations in the metropolitan area of Lisbon.

Following the previous agreement to acquire 51% of GO WELL's share capital and the opening of the first supermarket entirely dedicated to organic and healthy food, the acquisition of BRIO will enable Sonae MC to accelerate its position in strategic Health & Wellness growth, particularly in the healthy food segment, benefiting from the BRIO store network, the high degree of specialization of the teams and a broad network of suppliers.

The effects of these acquisitions in the consolidated financial statements can be analysed as follows:

On the date of
acquisition
30 June 2017
Net assets
Tangible and intangible assets (Note 6 and 7) 1,386,220 1,528,123
Inventories 586,950 548,829
Other assets 1,265,286 1,417,525
Cash and cash equivalents 431,553 397,658
Loans (306,265) (157,319)
Other liabilities (3,448,730) (3,829,741)
(84,986) (94,925)
Goodwill (Note 8) 3,760,574
Non-controlling interests (Note 17) 1,461,569
Acquisition cost 2,567,225
Effective cash payment 2,567,225
2,567,225
Net cash-flow arising from acquisition
Effective cash payment 2,567,225
Cash and cash equivalents acquired (431,553)
2,135,672
On the date of
acquisition
6 months
Sales 2,097,890 6,228,267
Other income 19,944 106,182
Cost of goods sold and materials consumed (1,004,850) (3,148,523)
External supplies and services (448,546) (1,385,036)
Other expenses (794,038) (2,041,662)
Net financial expenses (1,191) (11,838)
Share of results of joint ventures and associated undertakings - (6,692)
Profit/(Loss) before taxation (130,791) (259,302)
Profit/(Loss) before taxation 138,979 139,646
Profit/(Loss) after taxation 8,188 (119,656)

4.2 Impact resulting from fair value allocation to IVN Group as at 30 June 2016

The impact resulting from the imputation of fair value to the assets acquired and liabilities assumed in the acquisition of IVN Group in June 2016 is as follows:

Salsa
Amounts in euro Financial Position
before aquisition
Adjustments
to fair value
(Note 3)
Fair value 30 June 2016
Net acquired assets
Tangible assets (Note 6) 11,448,715 12,593,828 24,042,543 11,448,715
Intangible assets (Note 7) 2,477,264 86,470,000 88,947,264 2,477,264
Inventories 21,955,255 (1,186,503) 20,768,752 21,955,255
Deferred tax assets 1,691,120 1,267,477 2,958,597 1,691,120
Other assets 17,073,717 172,540 17,246,257 17,073,717
Cash and cash equivalents 7,501,069 - 7,501,069 7,501,069
Loans (57,408,768) - (57,408,768) (57,408,768)
Deferred tax liabilities - (20,496,392) (20,496,392) -
Other liabilities (26,105,866) (6,035,603) (32,141,469) (26,105,866)
Total net acquired assets (21,367,494) 72,785,347 51,417,853 (21,367,494)
Goodwill (Note 8) (122,451,396) 45,096,094 167,547,490
Non-controlling interests 47,202,174 25,530,031 (73,090,000)
Indemnity assets 2,463,875 2,463,875 -
Acquisition price (72,785,347) 73,090,000 73,090,000
Effective cash paid 73,090,000 73,090,000
73,090,000 73,090,000
Net cash flow resulting from the acquisition
Effective cash paid 73,090,000 73,090,000
Cash and cash equivalents acquired (7,501,069) (7,501,069)
65,588,931 65,588,931

5 SEGMENT INFORMATION

Sonae Investimentos is a group of retail and has five segments:

  • Sonae MC is the food retail unit, operating 41 Continente hypermarkets, 129 Continente Modelo supermarkets, 83 convenience stores Bom Dia, 269 stores operated under franchise Meu Super and 204 parapharmacy Well´s;
  • Worten that is included in the top 3 of Iberian electronic players, counting on a portfolio of 230 physical stores in Iberia;

  • Sports&Fashion directly operating 376 own stores sports and clothing products, combined with a franchise network 0f 142 stores;

  • Sonae RP is the retail real estate unit which actively manages properties of Sonae, composed mainly of stores operating under the brand Continente and under other brands of Sonae;

  • Maxmat is a company that operates in the retail DIY products, building and garden with a network of 30 stores.

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

The list of Group companies and their businesses are detailed in Note 32.

The main operating segment information as at 30 June 2017, 2016 and 31 December 2016 can be detailed as follows:

30 June 2017 Turnover Depreciation and
amortisation
Provisions and
impairment losses
EBIT
Sonae MC 1,777,063,443 47,907,162 311,880 26,495,529
Worten 435,108,454 13,087,323 752,191 (9,284,221)
Sports & Fashion 270,036,759 16,842,522 482,948 (19,772,709)
Sonae RP 45,826,136 12,148,826 - 27,841,175
Maxmat 36,007,305 899,582 - 1,400,788
Others, eliminations and adjustments (24,491,414) 596,373 6,876 (15,857,088)
Total consolidated 2,539,550,684 91,481,788 1,553,894 10,823,475
30 June 2016 Restated Turnover Depreciation and
amortisation
Provisions and
impairment losses
EBIT
Sonae MC 1,691,397,582 44,300,200 381,801 29,046,173
Worten 404,447,822 12,253,954 338,661 (13,415,581)
Sports & Fashion 209,581,097 11,465,252 475,795 (25,657,848)
Sonae RP 46,861,403 11,822,963 6,536,987 85,942,172
Maxmat 33,151,608 986,141 - 879,289
Others, eliminations and adjustments (32,184,636) 484,494 1,436 (2,456,710)
Total consolidated 2,353,254,876 81,313,004 7,734,679 74,337,494
Investment (CAPEX) Invested capital
30 June 2017 30 June 2016 30 June 2017 31 December 2016
Sonae MC 67,200,415 69,430,184 679,947,673 562,784,619
Worten 13,121,331 12,880,442 (4,868,263) (65,650,434)
Sports & Fashion 16,000,652 88,660,269 381,854,203 367,960,542
Sonae RP 16,294,499 27,673,184 914,354,725 930,735,887
Maxmat 519,809 360,532 34,858,076 33,050,597
Others, eliminations and adjustments 1,392,389 2,500,260 204,540 39,160,437
Total consolidated 114,529,096 201,504,871 2,006,350,953 1,868,041,647

The intra-groups of the turnover can be analysed by following:

Turnover 30 June 2017
Inter-group
30 June 2016
Inter-group
Sonae MC (1,045,733) (884,845)
Worten (2,802,347) (2,052,779)
Sports & Fashion (14,722,017) (12,852,894)
Sonae RP (41,399,492) (41,554,351)
Total consolidated (59,969,590) (57,344,870)

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

Turnover EBIT
30 June 2017 30 June 2016
Restated
30 June 2017 30 June 2016
Restated
Inter-segment income (59,969,590) (57,344,870) - -
Equity method from companies not included
in segments
- - (8,753,501) (279,916)
Contribution from companies not included in
the segments
20,313,937 7,960,380 536,720 (1,477,127)
Others 15,164,239 17,199,854 (7,640,307) (699,667)
Others, eliminations and adjustments (24,491,414) (32,184,636) (15,857,088) (2,456,710)
Investment Invested capital
30 June 2017 30 June 2016
30 June 2017
Restated
31 December 2016
Investments and loans granted - - 43,626,185 51,712,737
Dividends - - (40,000,000) -
Contribution from companies not included in
the segments
170,907 234,566 2,369,752 3,503,912
Others 1,221,483 2,265,694 (5,791,397) (16,056,212)
Others, eliminations and adjustments 1,392,389 2,500,260 204,540 39,160,437

All performance measures are reconciled to the financial statements in note 29.

Glossary:

Net Invested capital = Total net debt + total shareholder funds;

Net debt = Bonds + bank loans + other loans + shareholder loans + financial leases - cash, bank deposits, current investments.

Other 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, ie are included in addition to Sonae Investimentos SGPS companies identified as "Others" in Note 32;

Investments (CAPEX) = Gross Investment in tangible and intangible assets and investments in acquisitions.

6 TANGIBLE ASSETS

During the six-month period ended at 30 June 2017 and 2016, the movements in tangible assets as well as accumulated depreciation and impairment losses are made up as follows:

Tangible assets
Other Tangible Total
Land and Plant and tangible assets tangible
buildings machinery assets in progress assets
Gross assets:
Opening balance as at 1 January 2017 1,368,650,242 1,424,680,843 201,951,455 30,457,184 3,025,739,724
Fair value of acquired assets (Note 3) (4,384,000) - - - (4,384,000)
Opening balance as at 1 January 2017 Restated 1,364,266,242 1,424,680,843 201,951,455 30,457,184 3,021,355,724
Acquisitions 4,641,739 1,393,673 897,418 81,179,456 88,112,286
Acquisitions of subsidiaries (Note 4.1) 1,443,695 2,624,130 450,095 - 4,517,920
Disposals (588,589) (29,238,703) (4,102,226) (1,201,564) (35,131,082)
Exchange rate effect (6,209) 1,294 (47,533) - (52,448)
Transfers 7,329,471 61,130,260 7,292,171 (78,239,795) (2,487,893)
Closing balance as at 30 June 2017 1,377,086,349 1,460,591,497 206,441,380 32,195,281 3,076,314,507
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2017 397,006,243 869,466,288 152,371,902 110,824 1,418,955,257
Depreciation of the period 11,006,006 54,842,100 8,669,740 - 74,517,846
Acquisitions of subsidiaries (Note 4.1) 1,163,331 1,526,940 507,758 - 3,198,029
Disposals (553,374) (26,346,008) (3,838,975) - (30,738,357)
Exchange rate effect (3,357) - (33,382) - (36,739)
Transfers (324,979) (40,508) (562,961) - (928,448)
Closing balance as at 30 June 2017 408,293,870 899,448,812 157,114,082 110,824 1,464,967,588
Carrying amount as at 30 June 2017 968,792,479 561,142,685 49,327,298 32,084,457 1,611,346,919
Tangible assets
Land and
buildings
Plant and
machinery
Other
tangible
assets
Tangible
assets
in progress
Total
tangible
assets
Gross assets:
Opening balance as at 1 January 2016 1,339,900,206 1,319,040,930 180,728,612 24,060,810 2,863,730,558
Acquisitions 11,430,633 459,712 645,709 98,761,282 111,297,336
Acquisitions of subsidiaries (Note 4.2) 34,836,931 11,926,337 7,907,348 54,009 54,724,625
Disposals (31,977,821) (22,616,030) (3,381,116) (1,075,105) (59,050,072)
Exchange rate effect 151,177 (56) 102,107 - 253,228
Transfers 17,963,919 70,255,045 7,491,882 (95,979,659) (268,813)
Closing balance as at 30 June 2016 Restated 1,372,305,045 1,379,065,938 193,494,542 25,821,337 2,970,686,862
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2016 367,696,952 816,708,115 140,185,808 - 1,324,590,875
Depreciation of the period 9,949,140 51,867,014 7,519,137 - 69,335,291
Impairment losses for the period (Note 23) 6,536,987 - - - 6,536,987
Acquisitions of subsidiaries (Note 4.2) 16,818,072 7,593,307 6,270,703 - 30,682,082
Disposals (4,956,061) (17,660,026) (3,244,183) - (25,860,270)
Exchange rate effect 143,890 - 83,275 - 227,165
Transfers 349,129 (511,653) (311,093) - (473,617)
Closing balance as at 30 June 2016 Restated 396,538,109 857,996,757 150,503,647 - 1,405,038,513
Carrying amount as at 30 June 2016 Restated 975,766,936 521,069,181 42,990,895 25,821,337 1,565,648,349

The investment includes the acquisition of assets of approximately 88.1 million euro (111.3 million euro as at 30 June 2016), associated with the opening and remodelling of stores.

During the period ended as at 30 June 2016, several sale and leaseback transactions were accounted for by the Group. The accounting values of the disposed assets, approximately, 170.1 million euro, correspond to 16 real estate food retail assets located in Portugal and 3 Worten stores in Spain. These operations resulted in a cash inflow of 230 million euro and generated a net capital gain of approximately, 63.1 million euro (Note 25).

The most significant values under the caption "Tangible assets in progress" refer to the following projects:

30 June 2017 30 June 2016
Refurbishment and expansion of stores located in Portugal 28,051,888 20,170,106
Refurbishment and expansion of stores located in Spain 763,790 1,921,489
Projects of stores for which advance payments were made 1,196,000 1,206,600
Others 2,072,779 2,523,142
32,084,457 25,821,337

The caption "Impairment losses for tangible assets" can be detailed as follows:

Land and
Buildings
Plant and
Machinery
Other tangible
assets
Tangible assets in
progress
Total tangible
assets
Impairment losses
Opening balance as at 1 January 2017 90,802,912 28,067,641 555,437 110,824 119,536,814
Acquisitions of subsidiaries - - 169,244 - 169,244
Disposals - (3,130,418) (50,633) - (3,181,051)
Transfers 3,945 144,075 (208,448) - (60,428)
Closing balance as at 30 June 2017 (Note 23) 90,806,857 25,081,298 465,600 110,824 116,464,579

7 INTANGIBLE ASSETS

During the six-month period ended at 30 June 2017 and 2016, the movements in intangible assets as well as accumulated depreciation and impairment losses are made up as follows:

Intangible assets
Patents
and other
similar rights
Other
intangible
assets
Intangible
assets
in progress
Total
intangible
assets
Gross assets
Opening balance as at 1 January 2017 166,652,955 378,595,941 27,309,726 572,558,622
Acquisitions 1,000 256,518 21,574,593 21,832,111
Acquisitions of subsidiaries (Note 4.1) 13,500 138,687 - 152,187
Disposals (108,975) (309,610) (379,309) (797,894)
Exchange rate effect (26,601) (65,020) - (91,621)
Transfers 138,414 10,414,862 (10,983,983) (430,707)
Closing balance as at 30 June 2017 166,670,293 389,031,378 37,521,027 593,222,698
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2017 28,141,659 211,464,528 - 239,606,187
Depreciation of the period 1,012,875 15,951,067 - 16,963,942
Acquisitions of subsidiaries (Note 4.1) 6,222 79,636 - 85,858
Disposals (64,434) (304,719) - (369,153)
Exchange rate effect (20,698) (53,178) - (73,876)
Transfers (38) (118,496) - (118,534)
Closing balance as at 30 June 2017 29,075,586 227,018,838 - 256,094,424
Carrying amount as at 30 June 2017 137,594,707 162,012,540 37,521,027 337,128,274
Intangible assets
Patents
and other
Other
intangible
Intangible
assets
Total
intangible
similar rights assets in progress assets
Gross assets
Opening balance as at 1 January 2016 104,002,453 284,976,051 26,896,520 415,875,024
Fair value of acquired assets (Note 3) 11,559,000 13,132,000 - 24,691,000
Opening balance as at 1 January 2016 Restated 115,561,453 298,108,051 26,896,520 440,566,024
Acquisitions 48,000 380,254 16,688,666 17,116,920
Acquisitions of subsidiaries (Note 4.2) 51,000,000 41,288,744 99,731 92,388,475
Disposals (94,666) (15,219) (145,743) (255,628)
Exchange rate effect (3,478) 125,457 - 121,979
Transfers 128,901 14,664,215 (15,503,291) (710,175)
Closing balance as at 30 June 2016 Restated 166,640,210 354,551,502 28,035,883 549,227,595
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2016 27,000,338 184,475,276 - 211,475,614
Depreciation of the period 404,974 11,572,739 - 11,977,713
Acquisitions of subsidiaries - 3,441,211 - 3,441,211
Disposals (94,666) (2,471) - (97,137)
Exchange rate effect (2,640) 67,830 - 65,190
Transfers (47) (12,434) - (12,481)
Closing balance as at 30 June 2016 Restated 27,307,959 199,542,151 - 226,850,110
Carrying amount as at 30 June 2016 Restated 139,332,251 155,009,351 28,035,883 322,377,485

8 GOODWILL

Goodwill is allocated to each of the operating segment and within each segment to each of the homogeneous groups of cash generating units.

Goodwill is allocated to each operating business segment, Sonae MC, Worten and Sports & Fashion, being afterwards distributed by each homogenous group of cash generating units, namely to each insignia within each segment and country, distributed by country and each of the properties in case of operating segment Sonae RP.

On 30 June 2017 and 31 December 2016, the caption "Goodwill" was made up as follows by insignia and country:

30 June 2017
Portugal Spain Total
Sonae MC 438,868,683 - 438,868,683
Worten 53,422,018 - 53,422,018
Sports & Fashion 52,358,112 341,312 52,699,424
Sonae RP 3,089,453 - 3,089,453
547,738,266 341,312 548,079,578
31 December 2016 Restated
Portugal Spain Total
Sonae MC 435,108,109 - 435,108,109
Worten 53,422,018 - 53,422,018
Sports & Fashion 52,358,112 95,495 52,453,607
Sonae RP 3,089,453 - 3,089,453
543,977,692 95,495 544,073,187

On 30 June 2017 and 2016, the movements in the caption goodwill as well as in the corresponding impairment losses, are as follows:

30 June 2017 30 June 2016
Restated
Gross value:
Opening balance 549,983,175 526,058,679
Re-allocation of Goodwill to fair value of assets acquired
(Note 3)
1,731,680 (18,960,204)
Opening balance restated 551,714,855 507,098,475
Goodwill generated in the period (Note 4) 3,760,574 45,096,094
Other variations 245,817 (743,044)
Closing balance 555,721,246 551,451,525
Accumulated impairment
losses:
Opening balance 7,641,668 7,641,668
Increases - -
Closing balance 7,641,668 7,641,668
Carrying amount 548,079,578 543,809,857

9 INVESTMENTS IN JOINT VENTURES AND ASSOCIATE COMPANIES

9.1 Detail of the book value of investments in joint ventures and associated companies

The Joint Venture and Associates, their head offices, percentage of share capital held and the value of the statement of financial position as at 30 June 2017 and 31 December 2016 are as follows:

Percentage of capital held
31 December 2016
30 June 2017
Restated
Statment of financial position
Company Head Office Direct* Total* Direct* Total* 30 June 2017 31 December 2016
Restated
Sohi Meat Solutions - Distribuição de
1)
Carnes
Santarém 50.00% 50.00% 100.00% 100.00% 2,305,240 -
Investments in joint ventures 2,305,240 -
APOR- Agência para a Modernização do
Porto, SA
Porto 22.75% 22.75% 22.75% 22.75% 321,868 323,194
MDS SGPS, SA (consolidated) Maia 47.52% 47.52% 47.53% 47.53% 30,919,631 41,382,361
MOVVO, SA Porto 25.58% 25.58% 25.58% 25.58% 2,773,003 2,793,649
2) S2 Africa Limited Valletta 30.00% 30.00% - - 2,939 -
S2 Mozambique, SA Maputo 30.00% 30.00% 30.00% 30.00% 1,646,907 1,406,711
Sempre a Postos - Produtos Alimentares e
Utilidades, Lda
Lisbon 25.00% 25.00% 25.00% 25.00% 782,012 1,338,322
Ulabox, S.L. Barcelona 40.41% 40.41% 39.18% 39.18% 3,374,584 3,817,381
Investments in associated companies 39,820,944 51,061,618
Total 42,126,184 51,061,618

* the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(ies) which hold(s) a participation, hold(s) this participation directly in the share capital of that company;

1) Sohi Meat Solutions, results from the agreement signed on 3 January 2017, the date on which a Joint Venture was formed between Sonae MC and Hilton Food Group. Since then, Sohimeat has been consolidated using the equity method due the loss of control (Note 15);

2) Associated company created in the period.

Joint ventures and associated companies were included in the consolidated financial statements by the equity method.

9.2 Summary financial information of financial investments

9.2.1 Joint ventures

Summary financial information of joint ventures can be analysed as follows:

Sohi Meat
Joint Ventures 30 June 2017
Assets
Tangible and Intangible assets 16,300,218
Deferred tax assets 179,254
Non-current assets 16,479,472
Trade account receivables 30,440,889
Cash and cash equivalents 1,460,168
Other current assets 12,871,415
Current assets 44,772,472
Total assets 61,251,944
Liabilities
Other non-current liabilities 289,133
Non-current liabilities 289,133
Trade creditors 45,919,775
Other current liabilities 9,746,631
Total current liabilities 55,955,539
Shareholders' funds excluding non-controlling interests 5,007,272
Total equity and liabilities 61,251,944
Sohi Meat
Joint Ventures 30 June 2017
Total revenue 126,259,554
Other income 18,835,878
145,095,432
External supplies and services (4,151,223)
Staff costs (3,433,799)
Operational expenses (137,546,250)
(145,131,272)
Financial results 25
Income taxation (365)
Consolidated net income/(loss) for the year (36,180)
Other comprehensive income for the period -
Total comprehensive income for the period (36,180)

9.2.2 Associated companies

Summary financial information of associated companies can be analysed as follows:

30 June 2017
Associated Companies MDS SGPS, SA
(Consolidated)
Sempre a
Postos
Ulabox S2
Mozambique
Others
Non-current assets 57,022,046 999,814 1,357,159 3,862,464 762,713
Current assets 20,377,667 8,522,227 3,049,691 2,753,542 2,457,632
Non-current liabilities 25,063,734 - 2,250,000 99,153 1,790,569
Total current liabilities 24,513,628 6,393,996 1,478,669 1,551,586 929,180
Shareholders' funds excluding non-controlling 27,822,351 3,128,045 678,181 4,965,267 500,596
interests
31 December 2016 Restated
Associated Companies MDS SGPS, SA
Sempre a
(Consolidated)
Postos
Ulabox S2
Mozambique
Others
Non-current assets 61,968,120 1,205,266 1,176,547 3,517,781 986,708
Current assets 18,759,708 10,371,548 1,662,970 1,838,977 3,316,322
Non-current liabilities 24,013,978 - - - 2,240,946
Total current liabilities 25,520,031 6,223,527 531,941 667,722 977,842
Shareholders' funds excluding non-controlling
interests
31,193,819 5,353,287 2,307,575 4,689,036 1,084,243
30 June 2017
Others
364,710
14,877
(1,569,660)
(4,542)
-
(1,253)
(1,195,868)
-
(1,195,868)
30 June 2016
Associated Companies MDS SGPS, SA
(Consolidated)
Sempre a
Postos
Ulabox Others
Turnover 21,537,784 24,740,883 3,479,264 11,316
Other operational income 356,697 1,884,819 109,194 -
Operational expenses (21,067,922) (25,894,249) (5,377,075) (214,924)
Net finantial expense (725,192) 5,331 - 11,280
Share of results of joint ventures and associetad
companies
(96,731) - - -
Taxation 41,741 (167,293) - -
Consolidated net income/(loss) for the period 46,377 569,491 (1,788,618) (192,328)
Other comprehensive income for the period - - - -
Total comprehensive income for the period 46,377 569,491 (1,788,618) (192,328)

9.3 Movements occurred in the period

During the period ended at 30 June 2017 and 2016, movements in investments in joint ventures and associates are as follows:

30 June 2017 30 June 2016
Proportion
on equity
Goodwill Total
investment
Proportion
on equity
Goodwill Total
investment
Joint ventures
Initial balance as at January,1 - - - - - -
Change of consolidation method
Equity method:
2,703,451 - 2,703,451 - - -
Effect in gain or losses in joint ventures (398,211) - (398,211) - - -
2,305,240 - 2,305,240 - - -
Associated companies
Initial balance as at January,1 22,403,095 28,658,523 51,061,618 21,073,725 26,508,602 47,582,327
Aquisitions, capital increase and
supplementary capital entries
1,194,297 - 1,194,297 1,100,010 - 1,100,010
Transfer of "Other non-current Investments - - - (176,938) 2,140,811 1,963,873
Alienações durante o exercício
Equity method:
(13,550) - (13,550) - - -
Effect in gain or losses in associated
companies
(1,997,702) - (1,997,702) (673,313) - (673,313)
Distributed dividends (829,823) - (829,823) (352,945) - (352,945)
Other effects on reserves (985,436) - (985,436) 1,783,927 - 1,783,927
Accumulated impairment losses (Note 23) (8,608,460) - (8,608,460) - - -
11,162,421 28,658,523 39,820,944 22,754,466 28,649,413 51,403,879
Total 13,467,661 28,658,523 42,126,184 22,754,466 28,649,413 51,403,879

The value of the "Change in consolidation method for the loss of control" in the amount of 2,703,451 euro refers to Sohi Meat Solutions- Distribuição de Carnes, SA. This company results from the agreement signed on 3rd January 2017, the date on which a Joint Venture was formed between Sonae MC and Hilton Food Group PLC through a capital increase of this Group in Sohi Meat. Since then, Sohi Meat has been consolidated using the equity method (Note 15).

10 OTHER INVESTMENTS

Other non-current investments, their head offices, percentage of share capital held and book value as at 30 June 2017 and 31 December 2016, are as follows:

Percentage of capital held
30 June 2017 31 December 2016
Restated
Statment of financial position
Company Head Office Direct Total Direct Total 30 June 2017 31 December 2016
Restated
Dispar - Distrib. de Participações, SGPS, SA Lisbon 14.28% 14.28% 14.28% 14.28% 9,976 9,976
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 925,197 925,197
Other investments 9,956,114 9,975,474
10,894,226 10,910,647

As at 30 June 2017 the caption "Other investments" includes, among others, 9,944,258 euro (9,966,231 euro in 31 December 2016) related to deposited amounts on an Escrow Account which is applied in investment funds with superior rating, which is a guarantee for contractual liabilities assumed in the disposal of a Brazil Retail business and for which provisions were recorded in the applicable situations (Note 23 and 24).

As at 30 June 2017 and 31 December 2016, the movements in "Other investments" made up as follows:

30 June 2017 30 June 2016
Non Current Current Non Current Current
Other investments:
Opening balance as at 1 January 10,910,647 - 12,164,765 -
Increases in the period 5,551 - 1,000,412 -
Transfer to "Associated companies" - - (1,963,874) -
Decreases in the period (21,972) - (258,114) -
Increase/(Decrease) in fair value - - (11,438) -
Closing balance as at 30 June 10,894,226 - 10,931,751 -
Derivative financial instruments
Fair value as at 1 January - 4,207,972 - 2,506,086
Acquisitions in the period - - - 175,134
Increase/(Decrease) in fair value - (3,722,780) - (980,045)
Fair value as at 30 June (Note 19) - 485,192 - 1,701,175
Total of Other Investments 10,894,226 485,192 10,931,751 1,701,175

11 OTHER NON-CURRENT ASSETS

As at 30 June 2017 and 31 December 2016, "Other non-current assets" are detailed as follows:

30 June 2017 31 December 2016
Restated
Loans granted to related parties 1,500,001 651,119
Trade accounts receivable and other debtors
Bails (a) 4,846,927 5,043,273
Legal deposits (b) 803,511 762,246
Special regime for payment of tax and social security debts (c) 6,213,629 6,213,629
Amount receivable for selling the Modelo Cont.Seguros 1,000,000 2,450,000
Amount retained in the acquisition of the Salsa group 2,463,875 2,463,875
Others 826,201 45,864
16,154,143 16,978,887
Accumulated impairment losses in other debtors (Note 23) (48,383) (2,450,000)
16,105,760 14,528,887
Other non-current assets 91,667 135,828
17,697,428 15,315,834

"Loans granted to related parties" bear interest at market rates and have no defined maturity, since they are of a supply nature. It is estimated that its fair value does not differ significantly from its value in the statement of financial position.

Most significant values included in "Trade accounts receivable and other debtors" refers to:

  • a) Amounts related with guarantees of lease contracts in group stores located in Spain, which have not matured until this date;
  • b) Amounts related to legal deposits made by a Brazilian subsidiary, for which are recorded the correspondent liabilities in the caption "Other non-current liabilities" (Note 20), with no defined maturity;

c) The amount disclosed as Special Regime for Payment of Tax and Social Security Debts corresponds to taxes paid, voluntarily, related to settlements of income tax on corporate income, which were already in judicial process. The judicial processes are still in progress, however the guarantees provided for the said processes were cancelled. No impairment loss was recorded since it is the Board of Directors understanding that the claims presented will have a favourable end to Sonae Investimentos, reason why they were not object of provision.

12 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2017 and 31 December 2016, "Trade accounts receivable and other current assets" are detailed as follows:

30 June 2017 31 December 2016
Restated
Trade accounts receivable 75,769,735 82,195,661
Taxes recoverable 52,795,703 44,761,264
Granted loans to related companies 59,766,793 35,310,075
Other debtors
Trade suppliers - debtor balances 39,195,294 41,190,501
Disposal of investments 40,000 21,585,746
VAT recoverable on real estate assets 2,261,952 3,723,869
Accounts receivable from the disposal of tangible fixed assets 2,205,322 2,303,985
Vouchers and gift cards 1,376,812 1,924,216
Other debtors 17,006,264 17,172,271
62,085,644 87,900,588
Other current assets
Commercial discounts 72,022,201 35,631,051
Insurance premiums paid in advance 10,634,222 5,690,303
Prepayments - Rents 7,950,355 7,220,792
Software licenses 3,882,506 1,998,476
Commissions to be received 653,583 1,678,933
Insurance indemnities 636,943 1,509,212
Condominiums management fee's 376,671 738,978
Interests to be received 556,277 558,540
Other current assets 12,459,089 9,204,854
109,171,847 64,231,139
Accumulated impairment losses (Note 23) (14,741,660) (14,980,488)
344,848,062 299,418,239

The caption "Granted loans to related companies" includes the amount of 59.8 million euro (35.3 million euro as at 31 December 2016) relating to the amount receivable from Sonae SGPS, SA resulting from the Inclusion of group companies in the special scheme for the taxation of groups of companies.

As at 31 December 2016, the caption "Disposal of financial investments" includes the amount of 21,009,032 euro related to the disposal of the subsidiary Imoconti which was received in 2017.

13 DEFERRED TAX

Deferred tax assets and liabilities as at 30 June 2017 and 31 December 2016 are as follows, taking into consideration its temporary differences:

Deferred tax assets Deferred tax liabilities
30 June 2017 31 December 2016
Restated
30 June 2017 31 December 2016
Restated
Difference between fair value and acquisition cost 4,524,608 4,524,608 34,701,179 34,967,052
Temporary differences on tangible and intangible assets 1,649,918 1,646,837 67,851,752 64,538,394
Provisions and impairment losses not accepted for tax purposes 20,996,414 21,189,836 - -
Write off of tangible and intangible assets 25,524 25,524 44,232 44,232
Valuation of hedging derivatives 784,292 86,933 107,520 626,051
Revaluation of tangible assets - - 984,008 1,040,637
Tax losses carried forward 18,481,671 18,565,479 - -
Reinvested capital gains/(losses) - - 316,197 329,611
Tax benefits 531,085 531,867 - -
Others 3,567,290 3,290,438 373,556 468,538
50,560,802 49,861,522 104,378,444 102,014,515

In accordance with the tax statements and tax estimates presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2017 and 31 December 2016, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 June 2017 31 December 2016 Restated
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses carried
forward
Deferred tax assets Time limit
With limited time use
Generated in 2014 1,194,236 250,790 2026 1,194,236 250,790 2026
Generated in 2015 69,902 14,680 2027 90,184 18,939 2027
Generated in 2016 242,980 51,026 2028 242,980 51,025 2028
Generated in 2017 479,334 100,660 2029 - -
1,986,452 417,156 1,527,400 320,754
Without limited time use 72,120,100 18,064,515 72,840,938 18,244,725
74,106,552 18,481,671 74,368,338 18,565,479

As at 30 June 2017 and 31 December 2016, the deferred taxes to be recognized arising from tax losses were evaluated. Deferred tax assets have only been recorded to the extent that future taxable profits will arise which might be offset against available tax losses or against deductible temporary differences. This assessment was based on the business plans of Sonae Investimentos companies, which are periodically reviewed and updated.

As at 30 June 2017 deferred tax assets related to tax losses generated in current and previous years, by Modelo Continente Hipermercados, S.A. Spanish Branch of Retail operating segment, amount to 14.1 million euro (14.1 million euro as at 31 December 2016). The mentioned tax losses can be recovered within the Income Tax Group established in Spain, according to Spanish law. Modelo Continente Hipermercados, S.A. Spanish Branch, as at 30 June 2017 and 31 December 2016, was the dominant entity within the group of companies taxed in accordance with the Spanish regime for taxing groups of companies.

As at 30 June 2017, there was tax losses carried forward, amounting to 311.8 million euro (295.1 million euro as at 31 December 2016) for which no deferred tax assets were recognized due to uncertainties of their future use.

SONAE INVESTIMENTOS, SGPS, SA

30 June 2017 31 December 2016 Restated
Tax losses carried
forward
Deferred tax credit Time limit Tax losses carried
forward
Deferred tax credit Time limit
With limited time use
Generated in 2012 1,174,055 246,552 2017 2,099,873 440,973 2017
Generated in 2013 809,338 169,961 2018 809,338 169,961 2018
Generated in 2016 412 87 2028 412 87 2028
1,983,805 416,600 2,909,623 611,021
Without limited time use 309,716,468 78,905,969 292,183,274 74,572,733
With a time limit different
from the above mentioned
84,571 17,310 34,819 6,864
311,784,844 79,339,879 295,127,716 75,190,618

14 CASH AND CASH EQUIVALENTS

As at 30 June 2017 and 31 December 2016 "Cash and cash equivalents" can be detailed as follows:

30 June 2017 31 December 2016
Restated
Cash at hand 9,173,979 9,038,215
Bank deposits 77,611,923 110,676,690
Treasury applications 10,718 11,286
Cash and cash equivalents on the statement of financial position 86,796,620 119,726,191
Bank overdrafts (Note 18) (20,975,096) (17,729,578)
Cash and cash equivalents on the statement of cash flows 65,821,524 101,996,613

Bank overdrafts are disclosed in the statement of financial position under Current bank loans.

15 NON- CURRENT ASSETS HELD FOR SALE

In 2016 an agreement was reached between the Group and an entity specialized in the processing and packaging of meat with the objective of realizing a joint venture to operate the Meat Processing Center. This partnership was deal in January 2017, which is why as at 31 December 2016, we transferred the related assets and liabilities to the asset and liability items held for sale. The detail of these figures is as follows:

Amounts in euro 31 december 2016
Tangible and Intangible assets 17,057,018
Deferred tax assets 166,792
Inventories 1,850,977
Other current assets 445,762
Caixa e equivalentes de caixa 2,000
Assets available for sale 19,522,549
Other non-current liabilities 284,632
Trade creditors 2,802,583
Other current liabilities 8,639,528
Liabilities available for sale 11,726,743

16 SHARE CAPITAL

As at 30 June 2017, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares which do not hold right to any fixed income, with a nominal value of 1 Euro each.

As at 30 June 2017 and 31 December 2016, the subscribed share capital was held as follows:

Company 31 June
2017
31 December
2016
Sonae, SGPS, S.A. 25.029% 25.029%
Sonaecenter Serviços, SA 51.827% 51.827%
Sonae Investments, BV 13.142% 13.142%
Sonae MC-Modelo Continente, SGPS, SA 10.000% 10.000%
Libra Serviços, Lda 0.002% 0.002%

As at 30 June 2017, Efanor Investimentos, SGPS, S.A. and its subsidiaries held 52.48% of the share capital of Sonae, SGPS, S.A., which holds directly and indirectly 100% of the other entities who hold the company's share capital.

As at 30 June 2017 and 31 December 2016, Sonae Investimentos holds 10% of treasury shares. Following the mentioned acquisition free reserves amounting to the cost of the above mentioned shares were made unavailable, in accordance with commercial legislation (Art. 324 of "CSC"). The distribution of this reserve depends on the termination or disposal of the treasury shares.

17 NON-CONTROLLING INTERESTS

As at 30 June 2017 and 31 December 2016, non-controlling interests are detailed as follows:

30 June 2017
Equity Net Profit/ (Loss) Statment of
financial position
Proportion in
income
Dividends/ Income
received
Investments Funds 267,461,539 7,819,766 29,521,734 715,220 (1,243,143)
IVN - Serviços Partilhados, SA 56,387,408 1,809,643 28,193,704 904,821 (1,050,475)
Others 52,678,205 1,016,803 25,859,398 648,505 (111,751)
Total 376,527,152 10,646,212 83,574,836 2,268,546 (2,405,369)
31 December 2016 Restated
Equity Net Profit/ (Loss) Statment of
financial position
Proportion in
income
Dividends/ Income
received
Investments Funds 270,677,984 32,315,645 31,029,671 1,863,867 (1,235,677)
IVN - Serviços Partilhados, SA 60,453,882 5,930,459 28,495,261 2,965,230 -
Others 52,019,026 4,361,367 23,764,176 1,756,499 (114,810)
Total 383,150,892 42,607,471 83,289,108 6,585,596 (1,350,487)

Movements in non-controlling interests during the periods ended as at 30 June 2017 and 2016 are as follows:

30 June 2017
Investments
Funds
IVN - Serviços
Partilhados, SA
Others Total
Balance as at 1 January 31,029,671 30,226,941 23,764,176 85,020,788
Fair value of acquired assets (Note 3) - (1,731,680) - (1,731,680)
Balance as at 1 January 31,029,671 28,495,261 23,764,176 83,289,108
Dividends distributed - (1,050,475) (111,750) (1,162,225)
Income distribution from investment funds (1,243,144) - - (1,243,144)
Changes in shareholding interests (980,013) - - (980,013)
Exchange rate effect - - 6,224 6,224
Acquisition of subsidiaries (Note 4) - - 1,461,569 1,461,569
Changes in hedge reserves - (162,049) (71,356) (233,405)
Others - 6,146 162,030 168,176
Profit for the period attributable to non-controlling interests 715,220 904,821 648,505 2,268,546
Closing balance 29,521,734 28,193,704 25,859,398 83,574,836
30 June 2016 Restated
Investments
Funds
IVN - Serviços
Partilhados, SA
Others Total
Balance as at 1 January 30,390,421 - 21,902,464 52,292,885
Dividends distributed - - (114,810) (114,810)
Income distribution from investment funds (493,079) - - (493,079)
Changes in shareholding interests 134,197 - - 134,197
Exchange rate effect - - 38,739 38,739
Acquisition of subsidiaries - 25,887,826 - 25,887,826
Changes in hedge reserves - - 13,020 13,020
Profit for the period attributable to non-controlling interests 1,119,926 - 820,448 1,940,374
Closing Balance 31,151,465 25,887,826 22,659,861 79,699,152

18 LOANS

As at 30 June 2017 and 31 December 2016, "Loans" are made up as follows:

30 June 2017 31 December 2016 Restated
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae Investimentos, SGPS, S.A. - commercial paper 150,000,000 230,000,000 148,000,000 121,000,000
Subsidiary of Sonae Investimentos 2014/2020 - 50,000,000 - 50,000,000
Subsidiary of Sonae Investimentos 2015/2020 - 55,000,000 - 55,000,000
Subsidiary of Sonae Investimentos 2015/2019 5,000,000 35,000,000 5,000,000 35,000,000
Sonae Investimentos 2017/2022 - 31,000,000 - -
Others 5,023,358 21,273,153 6,678,849 20,540,714
160,023,358 422,273,153 159,678,849 281,540,714
Bank overdrafts (Note 14) 20,975,096 - 17,729,578 -
Up-front fees beared with the issuance of loans - (204,611) - (265,801)
Bank loans 180,998,454 422,068,542 177,408,427 281,274,913
Bonds
Bonds Sonae Investimentos /June 2013/ 2018 50,000,000 - - 50,000,000
Bonds Sonae Investimentos / December 2015/2020 - 50,000,000 - 50,000,000
Bonds Sonae Investimentos / May 2015/2020 - 75,000,000 - 75,000,000
Bonds Sonae Investimentos / December 2015/2020 - 30,000,000 - 30,000,000
Bonds Sonae Investimentos / June 2016/2021 - 95,000,000 - 95,000,000
Bonds Sonae Investimentos / September 2016/2021 3,000,000 12,000,000 3,000,000 12,000,000
Bonds IVN 2016/2023 5,000,000 30,000,000 5,000,000 30,000,000
Up-front fees beared with the issuance of loans (1,483) (1,783,828) (1,483) (1,993,142)
Bonds 57,998,517 290,216,172 7,998,517 340,006,858
Other loans 13,208 1,335,080 12,030 1,335,080
Derivative instruments (Note 19) 5,117,814 - 358,117 -
Other loans 5,131,022 1,335,080 370,147 1,335,080
Obligations under finance leases 641,249 811,029 550,624 953,990
244,769,242 714,430,823 186,327,715 623,570,841

The average interest rate at 30 June 2017 of bonds and loans was 1.33% (1.44% on 31 December 2016). These bonds and bank loans bear interests at variable interest rates indexed to Euribor.

The derivative instruments are recorded at fair value (Note 19).

The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:

30 June 2017 31 December 2016
Restated
N+1 239,652,911 185,971,081
N+2 80,518,327 78,894,669
N+3 257,249,533 47,687,327
N+4 195,649,533 274,784,071
N+5 165,501,869 207,463,717
After N+5 17,500,000 17,000,000
956,072,173 811,800,865

The maturities above were estimated in accordance with the contractual terms of loans and considering the expectation of Sonae Investimentos as to its amortisation date.

Under the credit facilities and commercial paper programs with firm commitments, the Group has 355 million euro credit facilities available to meet its liquidity requirements, as follows:

30 June 2017 31 December 2016 Restated
Commitments of
less than one year
Commitments of
more than one
year
Commitments of
less than one year
Commitments of
more than one
year
Unused credit facilities
Agreed credit facilities
47,838,912
168,260,000
307,500,000
580,000,000
52,769,017
218,260,000
348,000,000
511,000,000

Additionally, as at 30 June 2017, Sonae Investimentos has, as detailed in Note 14 "Cash and cash equivalents", the value of 86,796,620 euro (119,726,191 euro on 31 December 2016).

19 DERIVATIVES

Exchange rate derivatives

In what concerns financial risk management policy, Sonae Investimentos essentially uses exchange rate derivatives to hedge future cash flows that occur in the next 12 months.

Sonae Investimentos entered into several exchange rate forwards in order to manage its exchange rate exposure.

The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 5,117,814 euro as liabilities (358,117 euro as at 31 December 2016) and 485,192 euro as assets (4,207,972 euro as at 31 December 2016).

The computation of the fair value of these financial instruments was made taking into consideration the present value at statement of financial position date of the forward settlement amount in the maturity date of the contract. The settlement amount considered in the valuation, is equal to the currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate at that date as at the valuation date.

Losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the captions "Financial income" or "Financial expenses".

Gains and losses for the year associated with the change in market value of derivative instruments are recorded under the caption "Hedging reserve" when considered cash flow hedging and when considered as fair value hedging are recorded under the caption "Financial income" or "Financial expenses". The change in fair value of derivative instruments when considered speculation is recorded in the income statement under "Other expenses".

Interest rate derivatives

Sonae Investimentos does not have any interest rate hedging derivatives recorded as at 30 June 2017.

Interest rate and exchange rate derivatives

As at 30 June 2017 no contracts existed related to interest rate and exchange rate derivatives at the same time.

Fair value of derivatives

The fair value of derivatives is detailed as follows:

Assets Liabilities
30 June 2017 31 December 2016 31 December 2016
Hedging derivatives
Exchange rate 485,192 4,207,972 5,117,814 358,117
485,192 4,207,972 5,117,814 358,117

20 OTHER NON-CURRENT LIABILITIES

As at 30 June 2017 and 31 December 2016, the caption "Other non-current liabilities" is detailed as follows:

30 June 2017 31 December 2016
Shareholders loans 400,031,260 400,001,807
Other non-current liabilities 1,777,656 1,044,316
Share based payments (Note 21) 1,634,879 1,759,823
Deferred of revenue from the sale of warranties extention 15,531,883 15,051,644
Accruals and deferrals 2,796,999 3,102,521
Other non-current liabilities 421,772,677 420,960,111

The caption "Shareholders loans" includes a subordinate bond loan, with a fixed interest rate, repayable after 10 years issued by Sonae Investimentos at market conditions on 28 December 2010 amounting to 400,000,000 euro corresponding to 8,000 bonds with a nominal value of 50,000 euro each, with a flat rate and repayment at the end of the loan period. The fair value of this loan on 30 June 2017 is 52,654 euro (52,994 euro as at 31 December 2016) per obligation having been determined based on discounted cash flows method and using as reference stock market values and there is no indication of impairment of the loan.

As at 30 June 2017, the caption "Other non-current liabilities" includes 573,542 euro (628,119 euro as at 31 December 2016) mainly refers to the estimated amounts to fulfil the legal and tax obligations of a Brazilian subsidiary which were considered appropriate to face up to future losses on lawsuits and for which legal deposits exist, which are recorded under the caption "Other non-current assets" (Note 11).

21 SHARE BASED PAYMENT PLANS

In 2017 and in previous years, Sonae Investimentos Group granted deferred performance bonuses to its directors and eligible employees. These are based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee. The purchase can be exercised during the period between the third anniversary of the grant date and the end of that year. The company has the choice to settle its responsibilities in cash instead of shares. The option can only be exercised if the employee still works for Sonae Group on the vesting date.

Liabilities arising from deferred performance bonuses as at 30 June 2017 and 31 December 2016 are made up as follows:

Number of shares Fair Value
Grant year Vesting
year
Number of
participants
30 June 2017 31 December 2016 30 June 2017 31 December 2016
Shares
2014 2017 62 - 2,269,192 - 1,983,274
2015 2018 72 1,671,756 1,717,914 1,704,794 1,501,457
2016 2019 80 2,198,924 2,604,753 2,160,335 2,276,555
2017 2020 86 3,417,114 - 3,328,269 -
Total 7,287,794 6,591,859 7,193,398 5,761,286

As at 30 June 2017 and 31 December 2016 the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:

30 June 2017 31 December 2016
Staff costs 1,537,624 1,144,484
Recorded in previous years 1,517,916 2,598,612
3,055,541 3,743,096
Other non-current liabilities (Note 20) 1,634,879 1,759,823
Other current liabilities (Note 22) 1,420,662 1,983,273
3,055,541 3,743,096

The share based payment plan costs are recognized during the years between the grant and vesting date as staff costs.

22 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 June 2017 and 31 December 2016 the caption "Trade creditors and other current liabilities" can be detailed as follows:

30 June 2017 31 December 2016
Trade creditors 975,871,191 1,123,715,076
Taxes payable 63,787,140 70,345,394
Other creditors
Tangible asset suppliers 35,581,487 71,890,515
Related undertakings 90,673,157 44,396,659
Other debts 44,243,073 39,551,618
170,497,717 155,838,792
Other current liabilities
Holiday pay and bonuses 121,766,805 109,219,524
Other external supplies and services 35,425,427 34,617,917
Deferred of revenue from the sale of warranties extention 46,534,001 45,073,283
Marketing expenses 12,997,947 11,619,869
Charges made on the sale of real estate 17,255,336 17,558,769
Accrued income - rents 7,195,084 7,953,466
Share based payments (Note 21) 1,420,662 1,983,273
Interest payable to Others 17,808,740 1,688,638
Real estate municipality tax 2,459,663 2,154,473
Others 11,241,453 9,431,793
274,105,117 241,301,005
1,484,261,165 1,591,200,267

The caption "Related undertakings" includes:

  • 40 million euro related to dividends assigned but not yet paid; and
  • 50.7 million euro (44.4 million euro as at 31 December 2016) related to amount payable to Sonae SGPS, SA result of the inclusion companies in Special Regime of Taxing Groups of Companies.

The caption "Other debts" includes:

  • 11,749,400 euro (8,344,127 euro as at 31 December 2016), of attributed discounts not yet redeemed related to loyalty card "Cartão Cliente";
  • 12,567,400 euro (15,042,306 euro as at 31 December 2016) related to means of payments owned by clients as vouchers, gift cards and discount tickets owned by clients; and
  • 3,643,076 euro (3,992,919 euro as at 31 December 2016) related to amounts payable to Sonae Distribuição Brasil, SA buyer as a result of responsibilities assumed with that entity.

23 PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in "Provisions and impairment losses", for the six-month period ended as at 30 June 2017 and 2016, were as follows:

Caption Balance as at
1 January 2017
Increase Decrease Changes in
consolidation
perimeter
Transfers Balance as at
30 June 2017
Accumulated impairment losses on investments (Note 9.3) - 8,608,460 - - - 8,608,460
Accumulated impairment losses on tangible assets (Note 6) 119,536,814 - (3,241,479) 169,244 - 116,464,579
Accumulated impairment losses on intangible assets 1,497,024 - - - 22,925 1,519,949
Accumulated impairment losses on other non current assets (Note
11)
2,450,000 48,383 (2,450,000) - - 48,383
Accumulated impairment losses on trade accounts receivable and
other debtors (Note 12)
14,980,488 1,505,511 (1,744,339) - - 14,741,660
Non current provisions 16,006,272 - (849,324) - - 15,156,948
Current provisions 3,204,001 - (26,740) - - 3,177,261
157,674,599 10,162,354 (8,311,882) 169,244 22,925 159,717,240
Caption Balance as at
1 January 2016
Restated
Increase Decrease Changes in
consolidation
perimeter
Fair value Balance as at
30 June 2016
Restated
Accumulated impairment losses on tangible assets (Note 6) 134,000,955 6,536,987 (16,843,498) 416,568 - 124,111,012
Accumulated impairment losses on intangible assets 1,497,024 - - - - 1,497,024
Accumulated impairment losses on other non current assets 2,450,000 - - - - 2,450,000
Accumulated impairment losses on trade accounts receivable and
other debtors
15,636,228 1,707,044 (2,149,380) 1,990,249 275,460 17,459,601
Non current provisions 12,485,642 1,490,505 (1,467,004) - 5,077,750 17,586,893
Current provisions 2,819,950 - - 218,500 - 3,038,450
168,889,799 9,734,536 (20,459,882) 2,625,317 5,353,210 166,142,980

The caption "Non-current Provisions" and "Current Provisions" includes:

  • 7,774,716 euro (8,521,318 euro as at 31 December 2016) relating to non-current contingencies assumed by the Company, when selling its subsidiary Sonae Distribuição Brasil, S.A. in 2005. The evolution of the provision between years is associated with the evolution of the real against the euro. This provision is being used in the moment at the liabilities are materialized, being constituted based on the best estimate of the expenses to be incurred with such liabilities and that result from a significant set of processes of a civil and labour nature and of small value; and

  • the estimated liabilities incurred by the Group on the sale of warranty extension programs on products traded by Worten operating segment in the amount of 1,436,070 euro (1,449,195 euro as at 31 December 2016). These extensions are granted for a period of one to three years after the end of the legal mandatory warranty provided by the manufacturers.

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

24 CONTINGENT ASSETS AND LIABILITIES

As at 30 June 2017 and 31 December 2016, the major "Contingent liabilities" were guarantees given, which can be detailed as follows:

Garantees and sureties given 30 June 2017 31 December 2016
on tax claims 968,832,996 980,164,471
on judicial claims 336,310 816,509
on municipal claims 8,650,404 8,048,110
for proper agrement fulfillment 14,960,808 22,339,055
other guarantees 9,687,079 10,525,488

a) Tax claims

The main tax claims, for which bank guarantees or sureties were provided, can be detailed as follows:

  • Some retail operating segment subsidiaries of the Company granted guarantees or securities in favour of the Portuguese Tax Administration, associated with tax claims for additional VAT payment amounting to 553.5 million euro (556.7 million euro as at 31 December 2016) related to the period from 2004 to 2013, which the Company has presented, or has the intention of presenting, a tax appeal. Portuguese tax authorities claim that the Company should have invoiced VAT related to promotional discounts invoiced to suppliers which depend on the purchases made by the Group during the year, as it considers that the discounts correspond to services rendered by the company. Tax authorities also claim that the company should not have deducted VAT from discount vouchers used by its non-corporate clients;

  • Sureties in the amount of, approximately, 60 million euro as a result of a tax appeal presented by the Company concerning an additional tax assessment by Tax authorities, relating to 31 December 2005, following the correction of taxable income for that period as Tax authorities did not accept the recognition of tax losses incurred after the liquidation of a subsidiary of Sonae Investimentos, since it considered that the cover of losses in that subsidiary should not be part of its acquisition cost, which is not in accordance with previous assessments of Tax Authorities;

  • Sureties in the amount of, approximately 50 million euro, following a tax appeal presented by the Company concerning additional tax assessments made by Tax authorities, relating to 31 December 2002, which refer to the non-acceptance by Tax authorities of tax losses arising on the sale and liquidation of a subsidiary of the Group;

  • Fiscal lawsuit related to rent tax, concerning a subsidiary of the Company in Brazil, in the amount of, approximately, 17.4 million euro (65.6 million Brazilian real), which is being judged by a tax court, for which there were granted guarantees in the amount of 44.1 million euro (165.9 million Brazilian real). The difference between the value of the contingency and the value of the guarantee relates with the update of the related responsibility.

b) Contingent liabilities related to tax claims paid under regularization programs of tax debts

Within the framework of regularization of tax debts to Tax Authorities, (Outstanding Debts Settlement of Tax and Social Security - Decree of Law 151-A/2013 (RERD) e Decree of Law 248-A/2002 (PMFL)), the Group made voluntarily tax payments in the amount of, approximately, 22 million euro, having the respective guarantees been eliminated. The related tax appeals continue in courts, having the maximum contingencies been reduced through the elimination of fines and interests related with these tax assessments.

As permitted by law, the Group maintains the legal proceedings, in order to establish the recovery of those amounts, having recorded as an asset the amounts related with income taxes paid under those plans (Note 11).

c) Other contingent liabilities

  • Contingent liabilities related to discontinued activities in subsidiaries in Brazil

Following the disposal of a subsidiary in Brazil, Sonae guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on unfavourably decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. As at 31 December 2016, the amount claimed by the Brazilian Tax Authorities, concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss, plus the amounts already paid (28.5 million euro) related to programs for the Brazilian State of tax recovery, amount to near 32.4 million euro as at 31 December 2016. Furthermore, there are other tax assessments totalling 60.8 million euro for which the Board of Directors, based on its lawyers' assessment, understands will not imply future losses to the former subsidiary.

No provision has been recorded to face risks arising from events related to guarantees given, as the Board of Directors considers that no liabilities will result for Sonae Investimentos.

25 OTHER INCOME

30 June 2017 30 June 2016
Restated
Supplementary income 335,020,466 310,615,982
Prompt payment discounts received 11,753,092 12,056,089
Exchange differences 9,870,257 8,964,699
Own work capitalised 6,502,016 6,211,676
Gains on disposal of assets (Note 6) 211,346 63,351,400
Impairment losses and provisions reversals 1,644,205 3,457,465
Subsidies 128,060 501,470
Others 1,343,786 1,860,747
366,473,228 407,019,529

As at 30 June 2017 and 2016, the caption "Other Income" is made up as follows:

The caption "Supplementary income" relates mainly to promotional campaigns carried out in the stores of retail segment, reimbursed by the Sonae Investimentos´s partners.

As at 30 June 2016, under the caption of "Gains on sales of assets" are included gains related to the operation of "Sale & Leaseback" amounting to 63.1 million euro (Note 6).

26 INCOME TAX

The income taxes recognized in the six-month period ended on 30 June 2017 and 2016 are detailed as follows:

30 June 2017 30 June 2016
Restated
Current tax (17,646,331) 8,077,477
Deferred tax 2,997,902 (7,352,087)
(14,648,429) 725,390

27 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June 2017 30 June 2016
Restated
30 June 2017 30 June 2016
Restated
Parent company 754,520 710,308 934,022 500,743
Jointly controlled companies 10,644,569 - 124,037,316 -
Associated companies 20,359,828 18,137,217 235,647 78,757
Other related parties 1) 26,669,605 28,674,922 32,341,764 18,275,790
58,428,523 47,522,447 157,548,749 18,855,290

SONAE INVESTIMENTOS, SGPS, SA

Interest income Interest expenses
Transactions 30 June 2017 30 June 2016
Restated
30 June 2017 30 June 2016
Restated
Parent company - - 327,976 17,070,012
Jointly controlled companies - - - -
Associated companies 11,104 9,905 - -
Other related parties 1) - - 16,109,438 149,338
11,104 9,905 16,437,414 17,219,350
Accounts receivable Accounts payable
Balances 30 June 2017 31 December 2016 30 June 2017 31 December 2016
Parent company 60,038,103 35,783,208 91,474,984 46,399,686
Jointly controlled companies 218,758 - 29,826,035 -
Associated companies 5,628,589 5,663,219 546,235 621,579
Other related parties 1) 16,173,546 43,501,277 34,507,823 29,620,444
82,058,995 84,947,704 156,355,077 76,641,709
Loans
Obtained Granted
Balances 30 June 2017 31 December 2016 30 June 2017 31 December 2016
Associated companies - - 1,500,001 660,663
Other related parties 1) 400,000,000 400,027,000 - -
400,000,000 400,027,000 1,500,001 660,663

1) "Other related parties" are considered to be related party affiliates or companies under joint control of Efanor SGPS, SA that are not included in Sonae Investimentos, including companies belonging to the Sonae Group, Sonae Indústria and Sonae Capital, and minority shareholders of subsidiaries of the Group.

The amounts recorded as loans granted from other relating parties represent borrowings from shareholders of subsidiary companies which bear interests at market rates.

28 EARNINGS PER SHARE

Earnings per share for the six-month period ended on 30 June 2017 and 2016 were calculated taking into consideration the following amounts:

30 June 2017 30 June 2016
Restated
Net profit
Net profit taken into consideration to calculate basic earnings per
share (consolidated profit for the period)
(2,634,198) 41,117,692
Net profit taken into consideration to calculate diluted earnings per
share
(2,634,198) 41,117,692
Number of shares
Weighted average number of shares used to calculated basic
earnings per share
900,000,000 900,000,000
Weighted average number of shares used to calculated diluted
earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) (0.002927) 0.045686

On 30 June 2017 and 2016 there is no dilutive effect on the number of shares outstanding.

29 PRESENTATION OF CONSOLIDATED INCOME STATEMENT

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: (i) impairment of real estate assets for retail, (ii) decreases in goodwill, (iii) provisions (net of tax) for possible future liabilities, and impairments related to non-core investments, businesses and discontinued assets (or to be discontinued / repositioned), (iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

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

The reconciliation between consolidated income and direct-indirect income for the periods ended 30 June 2017 and 2016 can be summarised as follows:

30 June 2017 30 June 2016 Restated
Consolidated Indirect Direct Consolidated Indirect Direct
accounts income income accounts income income
Turnover 2,539,550,684 - 2,539,550,684 2,353,254,876 - 2,353,254,876
Investment income
Dividends and other adjustments 130,000 - 130,000 102,077 - 102,077
Others (7,615,503) - (7,615,503) (10,671) - (10,671)
Impairment losses reversal 1,646,388 - 1,646,388 1,998,137 - 1,998,137
Others 364,693,715 - 364,693,715 341,876,579 - 341,876,579
Total income 2,898,405,284 - 2,898,405,284 2,697,220,998 - 2,697,220,998
Total expenses (2,784,906,004) (368,111) (2,784,537,893) (2,584,725,988) (508,533) (2,584,217,455)
Depreciation and amortisation (91,481,788) - (91,481,788) (81,313,004) - (81,313,004)
Losses on tangible and intangible assets (2,327,958) - (2,327,958) (4,603,797) - (4,603,797)
Provisions and impairment: - - - - - -
Provisions for warranty extensions 13,125 - 13,125 - - -
Others (1,553,894) - (1,553,894) (7,734,679) - (7,734,679)
Profit before financial results and share of results
in joint ventures and associated companies
18,148,765 (368,111) 18,516,877 18,843,530 (508,533) 19,352,064
Non recorrent items (5,167,490) - (5,167,490) 55,760,823 - 55,760,823
Financial profit/(loss) (25,599,442) - (25,599,442) (30,147,582) - (30,147,582)
Share of results in joint ventures and associated
undertakings
MDS (860,246) - (860,246) (236,409) - (236,409)
Ulabox (942,636) - (942,636) (535,770) - (535,770)
Others (593,030) - (593,030) 98,866 - 98,866
Profit before taxation (15,014,081) (368,111) (14,645,969) 43,783,458 (508,533) 44,291,992
Income tax 14,648,429 - 14,648,429 (725,390) - (725,390)
Profit/(Loss) after taxation (365,652) (368,111) 2,460 43,058,067 (508,533) 43,566,601
Attributable to equity holders of Sonae (2,634,198) (368,111) (2,266,087) 41,117,692 (508,533) 31,690,914
Non-controlling interests 2,268,546 - 2,268,546 1,940,374 - 1,940,374
"Underlying" EBITDA (b) 112,104,128 110,903,329
Direct EBITDA (a) 104,540,725 165,990,839
Direct EBIT (c) 10,823,474 74,337,496

(a) Direct EBITDA = total direct income - total direct expenses - reversal of direct impairment losses + Share of results in joint ventures and associated undertakings +unusual results;

  • (b) "Underlying" EBITDA = Direct EBITDA effect of share result in joint ventures and associated undertakings non recurrent results;
  • (c) Direct EBIT = Direct EBT financial results;
  • (d) Direct EBT = Direct results before non-controlling interests and taxes;
  • (e) Direct income = Results excluding contributions to indirect income;

(f) Indirect income = Includes results arising from: (i) impairment of real estate assets for retail; (ii) decrease in goodwill; (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, Businesses, discontinued assets (or be discontinued / repositioned); (iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

30 SUBSEQUENT EVENTS

As at 25 July 2017, Sonae RP concluded a sale and leaseback operation of 4 food retail assets located in Portugal. This operation totalled 34.7 million euro and generated an estimated capital gain of 10.3 million euro. In fact, Sonae MC's level of freehold assets stood at 48%.

31 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 23 August 2017.

32 GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 June 2017 and 31 December 2016 are as follows:

Percentage of capital held
30 June 2017 31 December 2016
COMPANY Head Office Direct* Total* Direct* Total*
Sonae Investimentos, SGPS, SA Matosinhos Holding Holding Holding Holding
Sonae MC
BB Food Service, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bom Momento – Restauração, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Brio – Produtos de Agricultura Biológica, SA a) Matosinhos 100,00% 100,00% - -

SONAE INVESTIMENTOS, SGPS, SA

Continente Hipermercados. SA a) Lisboa 100.00% 100.00% 100.00% 100.00%
Elergone Energias, Lda a) Matosinhos 75.00% 75.00% 75.00% 75.00%
Farmácia Selecção. SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
2) Go Well – Promoção de Eventos, Catering e
Consultoria, SA
a) Lisboa 51,00% 51,00% - -
MCCARE – Serviços de Saúde, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
MJB – Design, Lda a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Continente Hipermercados, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Modelo Continente International Trade, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Pharmacontinente - Saúde e Higiene, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Pharmaconcept – Actividades em Saúde, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
3) SK Skin Health Cosmetics, SA a) Matosinhos 100,00% 100,00% - -
4) Sohi Meat Solutions- Distribuição de Carnes, SA a) Matosinhos 50.00% 50.00% 100.00% 100.00%
Sonae MC – Modelo Continente. SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae MC S2 Africa Limited a) La Valeta
(Malta)
100.00% 100.00% 100.00% 100.00%
Worten
HighDome PCC Limited (Cell Europe) a) La Valeta
(Malta)
100.00% 100.00% 100.00% 100.00%
Infofield – Informática, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonae SR Malta Holding Limited a) La Valeta
(Malta)
100.00% 100.00% 100.00% 100.00%
Worten Canarias, S.L. a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
Worten – Equipamento para o Lar, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Worten España Distribución, S.L. a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sports & Fashion
a) Zaragoza
Aduanas Caspe, S.L.U. (Spain) 100.00% 100.00% 100.00% 100.00%
Comercial Losan Polonia SP. Z.O.O. a) Warsaw
(Poland)
100.00% 100.00% 100.00% 100.00%
Comercial Losan, S.L.U. a) Zaragoza
(Spain)
100.00% 100.00% 100.00% 100.00%
Discovery Sports, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%

SONAE INVESTIMENTOS, SGPS, SA

Fashion Division Canárias, SL a) Tenerife (Spain) 100.00% 100.00% 100.00% 100.00%
Global Usebti, S.L. a) Zaragoza
(Spain)
100.00% 100.00% 100.00% 100.00%
Irmãos Vila Nova, SA a) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
Irmãos Vila Nova III - Imobiliária, SA a) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
IVN - Serviços Partilhados, SA a) Vila Nova de
Famalicão
(Portugal)
50.00% 50.00% 50.00% 50.00%
IVN Asia Limited a) Hong Kong
(China)
100.00% 50.00% 100.00% 50.00%
Losan Colombia, S.A.S. a) Bogotá
(Colombia)
100.00% 100.00% 100.00% 100.00%
Losan Overseas Textile, S.L a) Zaragoza
(Spain)
100.00% 100.00% 100.00% 100.00%
5) Losan Russia a) Moscow
(Russia)
100.00% 100.00% - -
Losan Tekstil Urun.V E Dis Ticaret, L.S. a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
Modalfa - Comércio e Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modalloop – Vestuário e Calçado, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Salsa DE GmbH a) Dusseldorf
(Germany)
100.00% 50.00% 100.00% 50.00%
Salsa Distribution USA LLC a) New York (USA) 100.00% 50.00% 100.00% 50.00%
Salsa France, S.A.R.L. a) Paris (France) 99.99% 50.00% 100.00% 50.00%
Salsa Luxembourg, Sàrl a) Luxembourg 100.00% 50.00% 100.00% 50.00%
SLS Salsa - Comércio e Difusão de Vestuário, S.A. a) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
SLS Salsa España - Comercio y Difusión de
Vestuario, S.A.U.
a) Pontevedra
(Spain)
100.00% 50.00% 100.00% 50.00%
SDSR – Sports Division SR, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae SR – Serviços e Logística, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sport Zone Canarias, SL a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
Sport Zone España - Comércio de Articulos de
Deporte, SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sport Zone Sport Maiz.Per.Satis.Ith.Ve tic Ltd Sti a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%

SONAE INVESTIMENTOS, SGPS, SA

Têxtil do Marco, SA a) Marco de
Canaveses
92.76% 92.76% 92.76% 92.76%
Usebti Textile México S.A. de C.V. a) City of Mexico
(Mexico)
100.00% 100.00% 100.00% 100.00%
Zippy – Comércio e Distribuição, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Zippy - Comércio Y Distribución, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Zippy Cocuk Malz.Dag.Ith.Ve Tic Ltd.Sti a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
ZYEvolution- Investig.e Desenvolvimento, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae RP
Arat Inmuebles, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
3) Asprela – Sociedade Imobiliária, SA a) Matosinhos 100,00% 100,00% - -
Azulino Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bertimóvel - Sociedade Imobiliária, SA a) Matosinhos 100,00% 100,00% 100,00% 100,00%
Canasta - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Chão Verde - Sociedade de Gestão Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Citorres - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Contimobe - Imobiliária de Castelo de Paiva, SA a) Castelo de Paiva 100.00% 100.00% 100.00% 100.00%
Cumulativa - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fozimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado
Imosede
a) Maia 80.40% 80.40% 80.40% 80.40%
Fundo de Investimento Imobiliário Fechado
Imosonae Dois
a) Maia 98.69% 98.69% 97.91% 97.91%
Igimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Iginha - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoestrutura - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imomuro - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoresultado - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imosistema - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
MJLF - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%

SONAE INVESTIMENTOS, SGPS, SA

Ponto de Chegada - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Predicomercial - Promoção Imobiliária, SA a) Maia 100.00% 100,00% 100.00% 100.00%
Predilugar - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Selifa - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sempre à Mão - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sesagest - Proj.Gestão Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Socijofra - Sociedade Imobiliária, SA a) Gondomar 100.00% 100.00% 100.00% 100.00%
Sociloures - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonaerp – Retail Properties, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Valor N, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Others
Marcas MC, zRT a) Budapest
(Hungary)
100.00% 100.00% 100.00% 100.00%
Modelo - Distribuição de Materiais de Construção,
SA
b) Maia 50.00% 50.00% 50.00% 50.00%
SFS – Serviços de Gestão e Marketing, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SIAL Participações, Ltda a) São Paulo
(Brazil)
100.00% 100.00% 100.00% 100.00%
Soflorin, BV a) Amesterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae Capital Brasil, Lda a) São Paulo
(Brazil)
100.00% 100.00% 100.00% 100.00%
Sonae Financial Services, SA a) Maia 100.00% 100,00% 100.00% 100.00%
Sonaecenter Serviços II, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonaegest- Sociedade Gestora de Fundos de
Investimento, SA
a) Maia 60.00% 60.00% 60.00% 60.00%
Sonvecap, BV a) Amesterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Tlantic, BV a) Amesterdam
(Netherlands)
72.10% 72.10% 72.10% 72.10%
Tlantic Portugal - Sistemas de Informação, SA a) Matosinhos 100.00% 72.10% 100.00% 72.10%
Tlantic Sistemas de Informação, Ltda a) Porto Alegre
(Brazil)
100.00% 72.10% 100.00% 72.10%

*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(ies) which hold(s) a participation, hold(s) this participation directly in the share capital of that company;

  • a) Control held by majority of voting rights which confer power of relevant activities that influence;
  • b) Control held by management control.
  • 1) Company acquired as at 26 April 2017;
  • 2) Company acquired as at 16 May 2017;
  • 3) Company created during the period;
  • 4) On January 3rd 2017, a Joint Venture was established between Sonae MC and Hilton Food Group PLC through a capital increase of this Group on Sohimeat. From this moment onwards, Sohimeat is consolidated through the equity method;
  • 5) Company acquired as at 22 February 2017.

These entities are consolidated using the full consolidation method, considering that they are controlled by Sonae Investimentos SGPS, SA.

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luís Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

Condensed separate financial statements

CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2017 AND 2016 AND 31 DECEMBER 2016

(Translaon of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

(Amounts expressed in euro) Notes 30.June.2017 30.June.2016 31.December.2016
ASSETS
NON-CURRENT ASSETS:
Intangible assets 151 321 215
Investments in subsidiaries and associates 4 1,613,293,805 1,681,791,219 1,625,691,885
Other non-current assets 5 1,148,371,882 1,176,996,036 1,149,120,000
Total non-current assets 2,761,665,838 2,858,787,576 2,774,812,100
CURRENT ASSETS:
Trade account receivables and other current assets 6 1,615,550,868 2,215,606,312 1,618,633,280
Cash and cash equivalents 7 109,507 1,593,992 215,967
Total current assets 1,615,660,375 2,217,200,304 1,618,849,247
TOTAL ASSETS 4,377,326,213 5,075,987,880 4,393,661,347
EQUITY AND LIABILITIES
EQUITY:
Share capital 8 1,000,000,000 1,000,000,000 1,000,000,000
Reserves and retained earnings 1,796,785,082 1,758,675,056 1,758,675,056
Profit/(Loss) for the period (11,338,081) 6,338,854 78,110,026
TOTAL EQUITY 2,785,447,001 2,765,013,910 2,836,785,082
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 9 521,216,172 532,606,740 431,006,858
Other non-current liabilities 10 400,000,000 400,234,375 400,000,000
Total non-current liabilities 921,216,172 932,841,115 831,006,858
CURRENT LIABILITIES:
Loans 9 208,794,815 176,787,928 153,556,224
Trade creditors and other current liabilities 11 461,868,225 1,201,344,927 572,313,183
Total current liabilities 670,663,040 1,378,132,855 725,869,407
TOTAL EQUITY AND LIABILITIES 4,377,326,213 5,075,987,880 4,393,661,347

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

CONDENSED SEPARATE INCOME STATEMENT FOR THE PERIODS ENDED 30 JUNE 2017 AND 2016

(Translaon of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

(Amounts expressed in euro) Notes nd quarter 2017
2
nd quarter 2016
2
30.June.2017 30.June.2016
Gains or losses on investments 14 (3,866,139) 5,466,283 (2,473,766) 5,581,093
Financial income 15 7,687,431 16,888,927 15,299,950 34,454,049
Other income 85,254 91,926 165,522 191,786
External supplies and services (765,577) (761,678) (1,562,412) (1,615,794)
Staff costs (8,708) (17,972) (17,472) (26,690)
Depreciation and amortisation (33) (57) (65) (114)
Financial expenses 15 (12,053,541) (17,084,061) (23,957,812) (35,170,819)
Other expenses (10,557) (9,847) (26,445) (33,435)
Profit/(Loss) before taxation (8,931,870) 4,573,521 (12,572,500) 3,380,076
Taxation 165,426 2,709,935 1,234,419 2,958,778
Profit/(Loss) after taxation (8,766,444) 7,283,456 (11,338,081) 6,338,854
Profit/(Loss) per share (basic and diluted) 16 (0.0097) 0.0080 (0.0126) 0.0070

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

CONDENSED SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 JUNE 2017 AND 2016

(Translation of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro) nd quarter 2017
2
nd quarter 2016
2
30.June.2017 30.June.2016
Net Profit / (Loss) for the period (8,766,444) 7,283,456 (11,338,081) 6,338,854
Total comprehensive income for the period (8,766,444) 7,283,456 (11,338,081) 6,338,854

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

CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS ENDED AS AT 30 JUNE 2017 AND 2016

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

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

CONDENSED SEPARATE STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED 30 JUNE 2017 AND 2016

(Translation of the condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro) Notes nd quarter 2017
2
2nd quarter 2016 30.June.2017 30.June.2016
OPERATING ACTIVITIES
Net cash flow from operating activities (1) (2,166,316) (2,898,691) (3,706,679) (4,750,834)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 82,308 246,043 30,343,474 21,039,676
Dividends 1,611,750 114,810 1,611,750 114,810
Others 6,204,643 5,479,445 6,204,643 5,479,445
Loans granted 688,451,035 677,614,281 1,403,693,081 1,412,077,599
696,349,736 683,454,579 1,441,852,948 1,438,711,530
Cash payments arising from:
Investments (50,000) (830,838) (50,000) (1,523,591)
Loans granted (674,936,218) (753,571,518) (1,411,841,764) (1,478,154,165)
(674,986,218) (754,402,356) (1,411,891,764) (1,479,677,756)
Net cash used in investment activities (2) 21,363,518 (70,947,777) 29,961,184 (40,966,226)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 1,921,429,000 1,667,956,228 3,516,142,000 3,358,004,556
Investments 1,170,954 2,540,000 3,676,987 2,540,000
1,922,599,954 1,670,496,228 3,519,818,987 3,360,544,556
Cash payments arising from:
Loans obtained (1,938,059,000) (1,611,167,100) (3,541,523,000) (3,319,793,072)
Investments (483,730) (7,100,000) (1,941,566) (9,900,000)
Interest and similar charges (4,289,474) (9,514,508) (5,953,977) (11,702,234)
(1,942,832,204) (1,627,781,608) (3,549,418,543) (3,341,395,306)
Net cash used in financing activities (3) (20,232,250) 42,714,620 (29,599,556) 19,149,250
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (1,035,048) (31,131,848) (3,345,051) (26,567,810)
Cash and cash equivalents at the beginning of the period (4,651,743) (7,758,008) (2,341,740) (12,322,046)
Cash and cash equivalents at the end of the period 7 (5,686,791) (38,889,856) (5,686,791) (38,889,856)

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

SONAE INVESTIMENTOS, SGPS, SA

NOTES TO THE CONDENSED SEPARATE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2017

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

(Amounts expressed in euro)

1 INTRODUCTION

SONAE INVESTIMENTOS, SGPS, SA, "the Company" or "Sonae Investimentos" it's a Portuguese Corporation, with head-office in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Matosinhos, Portugal.

The Company's main activity is the management of shareholdings (Note 4).

2 BASIS OF PREPARATION

Interim Financial Statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".

3 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those described in the file of the annual financial statements for the year ended 31 December 2016.

4 INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES COMPANIES

As at 30 June 2017 and 31 December 2016, the investments in subsidiaries and associates companies are made up as follows:

30.June.2017 31.December.2016
Companies % held Final balance % held Final balance
Apor - Agência para a Modernização do Porto, SA 22.75% 300,000 22.75% 300,000
Chão Verde - Sociedade de Gestão Imobiliária, SA 100.00% - 100.00% -
Elergone Energia, Lda 75.00% 1,118,737 75.00% 1,118,737
Fundo de Investimento Imobiliário Fechado Imosede 80.40% 103,497,607 80.40% 103,497,607
Fundo de Investimento Imobiliário Imosonae Dois 0.78% 143,429 - -
MCCARE, Serviços de Saúde, SA 100.00% 50,000 100.00% 50,000
MDS, SGPS, SA 47.52% 30,919,631 47.53% 41,996,920
Modelo - Distribuição de Materiais de Construção, SA 50.00% 21,510,614 50.00% 21,510,614
MOVVO, SA 25.58% 3,507,841 25.58% 3,252,061
Ponto de Chegada - Promoção Imobiliária, SA - - 100.00% 2,100,000
Selifa - Sociedade de Empreendimentos Imobililiários, SA 100.00% 565,000 100.00% 565,000
SFS - Serviços de Gestão e Marketing, SA 100.00% 380,000 100.00% 50,000
Sonae Capital Brasil, Ltda 37.00% - 37.00% -
Sonae Center Serviços II, SA 100.00% 58,032,319 100.00% 58,032,319
Sonae MC - Modelo Continente, SGPS, SA 100.00% 1,375,504,276 100.00% 1,375,504,276
Sonae Financial Services, SA 100.00% 17,330,000 100.00% 17,330,000
Sonae SR Malta Holding Limited - 1 - 1
Sonaegest - Soc. Gest. de Fundos de Investimento, SA 40.00% 384,351 40.00% 384,351
SK - Skin Health Cosmetics, SA 100.00% 50,000 - -
Total 1,613,293,805 1,625,691,885

5 OTHER NON-CURRENT ASSETS

As at 30 June 2017 and 31 December 2016 the other non-current assets were as follows:

30.June.2017 31.December.2016
Loans granted 1,147,371,882 1,149,080,000
Other debtors 1,000,000 40,000
Total 1,148,371,882 1,149,120,000

The loans granted to subsidiaries and associates companies have a long-term maturity, bear interests at market rates indexed to Euribor and their fair value is similar to their carrying amount.

As at 30 June 2017 and 31 December 2016 the loans granted are no past due.

6 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2017 and 31 December 2016 the trade accounts receivable and other current assets were as follows:

30.June.2017 31.December.2016
Group companies:
Short term loans 1,574,729,749 1,564,872,949
Interests charged but not received 195,765 30,448,655
Taxes - Special Regime for taxation of groups of
companies
6,365,735 5,149,159
Additional tax payment 17,721 17,721
Special regime for payment of tax and social security debts
(DL 248-A/2002, 14 November)
2,795,019 2,795,019
Special regime for payment of tax and social security debts
(DL 151-A/2013, 31 October)
788,298 788,298
Special program for debt reduction to tax authorities
(PERES) (DL 67/2016, 3 November)
1,002,114 1,002,114
Receivables on the sale of investments 40,000 575,714
Taxes recoverable 9,757,158 8,362,600
Accrued and deferred assets 19,665,214 4,542,059
Others 194,095 78,992
Total 1,615,550,868 1,618,633,280

Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity less than one year.

The amount disclosed as 'Special regime for payment of tax and social security debts' (DL 248-A/2002, of 14 November, DL 151-A/2013, of 31 October and DL 67/2016, 3 November) relates to taxes paid which were previously disputed and subject to reimbursement claims. The tax litigations are still in progress, although, following the payment, the guarantees previously given were canceled. No impairment loss was recorded since it is Sonae Investimentos understanding that the decisions over the appeals will be favorable to the Company.

The caption accrued and deferred assets include mainly receivables relating to interest, from loans granted to group companies.

7 CASH AND CASH EQUIVALENTS

As at 30 June 2017 and 31 December 2016, cash and cash equivalents can be detailed as follows:

30.June.2017 31.December.2016
Bank deposits 109,507 215,967
Cash and cash equivalents on the balance sheet 109,507 215,967
Bank overdrafts (5,796,298) (2,557,707)
Cash and cash equivalents on the cash flow statement (5,686,791) (2,341,740)

Bank overdrafts are disclosed in the statement of financial position under the caption short term bank loans.

8 SHARE CAPITAL

As at 30 June 2017 and 31 December 2016, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares, with a nominal value of 1 euro each.

A subsidiary company Sonae MC – Modelo Continente, SGPS, SA owns 100,000,000 shares of Sonae Investimentos. These shares are considered as treasury shares under the Commercial Companies Code, reason why the underlying rights to these shares are suspended.

As at 30 June 2017 and 31 December 2016, the subscribed share capital was held as follows:

30.June.2017 31.December.2016
Sonae, SGPS, SA 25.0287% 25.0287%
Sonae Investments BV 13.1419% 13.1419%
Sonae MC - Modelo Continente, SGPS, SA 10.0000% 10.0000%
Sonaecenter Serviços, SA 51.8269% 51.8269%
Libra Serviços, Sociedade Unipessoal, Lda 0.0025% 0.0025%

9 BORROWINGS

As at 30 June 2017 and 31 December 2016, this caption included the following loans:

30.June.2017 31.December.2016
Bonds Sonae Investimentos / June 2013/2018 - 50,000,000
Bonds Sonae Investimentos / December 2015/2020 50,000,000 50,000,000
Bonds Sonae Investimentos / May 2015/2020 75,000,000 75,000,000
Bonds Sonae Investimentos / December 2015/2020 30,000,000 30,000,000
Bonds Sonae Investimentos/ June 2016/2021 95,000,000 95,000,000
Bonds Sonae Investimentos/ September 2016/2021 12,000,000 12,000,000
Up-front fees not yet charged to income statement (1,783,828) (1,993,142)
Bonds loans 260,216,172 310,006,858
Commercial paper 230,000,000 121,000,000
Other bank loans 31,000,000 -
Bank loans 261,000,000 121,000,000
Non-current loans 521,216,172 431,006,858
30.June.2017 31.December.2016
Bonds Sonae Investimentos / June 2013/2018 50,000,000 -
Bonds Sonae Investimentos / September 2016/2021 3,000,000 3,000,000
Up-front fees not yet charged to income statement (1,483) (1,483)
Bonds loans 52,998,517 2,998,517
Commercial paper 150,000,000 148,000,000
Bank overdrafts 5,796,298 2,557,707
Bank loans 155,796,298 150,557,707
Current loans 208,794,815 153,556,224

Under the above mentioned lines of credit and commercial paper programs with firm commitments, the company had 343 million euro credit facilities available to meet its liquidity requirements as follows:

Commitments of less Commitments of more
than one year than one year
Agreed credit facilities amounts 153,000,000 525,000,000
Available credit facilities amounts 47,528,182 295,000,000

The interest rate as at 30 June 2017 of the bonds and bank loans was, on average, 1.33% (1.43% as at 31 December 2016).

As at 30 June 2017 and 31 December 2016 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:

30.June.2017 31.December.2016
N+1 208,796,298 153,557,707
N+2 60,500,000 60,500,000
N+3 115,500,000 10,500,000
N+4 189,200,000 163,000,000
N+5 157,800,000 199,000,000

10 OTHER NON-CURRENT LIABILITIES

As at 30 June 2017 and 31 December 2016 this caption is as follows:

30.June.2017 31.December.2016
Loans granted 400,000,000 400,000,000
Total 400,000,000 400,000,000

The amount of 400,000,000 euro recorded in the caption obtained loans is related to a subordinated bond loan, with maturity of 10 years issued at market conditions by Sonae Investimentos, SGPS, SA in 28 December 2010, corresponding to 8,000 bonds with nominal value of 50,000 each, at a fixed rate and repayment at the end of the loan period.

As at 30 June 2017 the fair value of this bond loan is 52,654 euro (52,994 euro on 31 December 2016) per bond, and was determined based on discounted cash flows method.

As at 30 June 2017 and 31 December 2016 Sontel, BV held all the bonds.

11 TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 June 2017 and 31 December 2016, this heading is made up as follows:

30.June.2017 31.December.2016
Suppliers 20,667 41,122
Group companies:
Short term loans 394,838,082 562,219,082
Taxes - Special Regime for taxation of groups of
companies 4,534,686 4,532,087
Taxes and contributions payable 1,898,356 1,893,948
Accrued and deferred liabilities 20,244,971 3,324,996
Others 331,463 301,948
Total 461,868,225 572,313,183

The caption accrued and deferred liabilities includes mainly accrued interests not yet due relating to loans obtained.

12 CONTINGENT LIABILITIES

As at 30 June 2017 and 31 December 2016 the contingent liabilities were detailed as follows:

30.June.2017 31.December.2016
Guarantees rendered:
related to tax claims awaiting outcome
Guarantees provided by financial institutions 84,934,460 86,763,780
Guarantees provided by parent company 248,662,905 255,152,531
others 5,016,098 12,403,113
Guarantees given in favour of subsidiaries (a) 62,888,849 62,888,849

a) Guarantees given to Tax Authorities in favour of subsidiaries to suspend claims from tax authorities.

The caption Guarantees provided on tax claims includes guarantees granted to Tax Authorities regarding income tax. The most significant amounts relate to an additional tax assessment made by Tax Authorities, relating the taxable period ending 2005, regarding the covering of losses made by the Company in a subsidiary, having Tax Authorities not considered the usage of taxable losses on this operation and subsequent liquidation of the Company's subsidiary, which is not in accordance with previous assessments made by Tax Authorities. The Company has presented an appeal against this tax claim, being the Board of Directors understanding, based on its advisors assessment, that such appeal will be favorable.

No provision has been recorded for these additional tax assessments, to which some guarantees were provided, as the Board of Directors considers that their outcome will be favorable, therefore with no additional liabilities to the Company.

Following the disposal of a Brazilian subsidiary company, the group guaranteed to that subsidiary company buyer all the losses it will have as consequence of tax additional assessments as it is described in the Note of Contingent assets and liabilities in the Consolidated financial statements.

13 RELATED PARTIES

Main balances and transactions with related parties are detailed as follows:

Balance: 30.June.2017 31.December.2016
Parent companies 4,851,910 3,671,763
Subsidiaries 19,614,728 34,701,540
Associated companies 1,000,000 9,545
Accounts receivable 25,466,638 38,382,848
Parent companies 40,579,709 1,372,154
Subsidiaries 6,599,953 5,165,471
Other related parties 16,445,747 355,747
Accounts payable 63,625,409 6,893,372
Subsidiaries 2,725,343,546 2,716,543,747
Associated companies - 651,119
Loans granted 2,725,343,546 2,717,194,866
Subsidiaries 394,838,082 562,219,082
Other related parties 400,000,000 400,000,000
Loans obtained 794,838,082 962,219,082
Transactions: 30.June.2017 30.June.2016
Parent companies 637,296 709,466
Associated companies 31,438 8,295
Other related parties 71 70
Purchases and services obtained 668,805 717,831
Parent companies 29,129 32,211
Subsidiaries 130,190 143,198
Other income 159,319 175,409
Subsidiaries 15,285,681 33,985,571
Associated companies 8,753 47,351
Interest income 15,294,434 34,032,922
Parent companies 327,976 17,071,012
Subsidiaries 1,482,979 8,286,611
Other related parties 16,105,540 111,892
Interest expenses 17,916,495 25,469,515
Subsidiaries 1,611,750 114,810
Dividend income 1,611,750 114,810
Subsidiaries 1,968,533 -
Other related parties 6,507 -
Investments disposal 1,975,040 -
Subsidiaries 2,000,000 -
Loans disposal 2,000,000 -
Subsidiaries 467,910 9,900,000
Associated companies 255,780 -
Investments increased 723,690 9,900,000
Subsidiaries 6,204,643 5,479,445
Income from Investment Fund Participation Units 6,204,643 5,479,445

All Sonae, SGPS, SA and Efanor Investimentos SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements.

During 1st half 2017 and 2016 did not occur any transactions including granted loans to the Company's Directors.

14 GAINS OR LOSSES ON INVESTMENTS

As at 30 June 2017 and 2016 gains or losses on investment are as follows:

30.June.2017 30.June.2016
Dividends received 1,611,750 114,810
Income of financial investments 6,204,643 5,479,445
Reverse of impairment losses 1,000,000 -
Impairment losses (11,063,739) -
Losses on investments sales (226,420) (13,162)
Total (2,473,766) 5,581,093

15 FINANCIAL INCOME / EXPENSES

As at 30 June 2017 and 2016, financial income and expenses are as follows:

30.June.2017 30.June.2016
Interest receivable
related to bank deposits 3,731 6,159
related to loans granted 15,294,434 34,032,922
Others 1,785 21,939
Others financial income - 393,029
Financial income 15,299,950 34,454,049
Interest payable
related to bank deposits and overdrats (1,184,122) (1,326,383)
related to non convertible bonds (3,116,531) (5,933,777)
related to loans obtained (17,916,494) (25,469,515)
Other financial expenses
Up front fees on the issuance of debt (1,738,547) (2,345,780)
Others (2,118) (95,364)
Financial expenses (23,957,812) (35,170,819)

16 EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2017 and 2016 were calculated taking into consideration the following amounts:

30.June.2017 30.June.2016
Net Profit/(loss)
Net profit/(loss) taken into consideration to calculate
basic earnings per share (Net profit for the period)
(11,338,081) 6,338,854
Net profit/(loss) taken into consideration to calculate
diluted earnings per share
(11,338,081) 6,338,854
Number of shares
Weighted average number of shares used to calculate
basic earnings per share
900,000,000 900,000,000
Weighted average number of shares used to calculate
diluted earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) (0.0126) 0.0070

17 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 23 August 2017.

18 INFORMATION REQUIRED BY LAW

Decree-Law ner 318/94 art. 5th ner 4th

During the period ended as at 30 June 2017 shareholders' loan contracts were signed with the following companies:

Sonae Capital Brasil Ltda

During the period ended as at 30 June 2017, treasury application agreements were signed with the following companies:

BB Food Service, SA

BRIO - Produtos de Agricultura Biológica, SA

Efanor Investimentos, SGPS, SA

MCCARE, Serviços de Saúde, SA

MDS, SGPS, SA

Sonae, SGPS, SA

The amounts due to group companies as at 30 June 2017 related to the mentioned contracts were the following:

Company 30.June.2017
BB Food Service, SA 127,000
Bertimóvel - Sociedade Imobiliária, SA 6,552,000
Bom Momento - Comércio Retalhista, SA 254,000
BRIO - Produtos de Agricultura Biológica,SA 14,000
Contimobe - Imobiliária do Castelo de Paiva, SA 1,820,000
Continente Hipermercados, SA 201,329,082
Elergone Energia, Lda 3,000
Farmácia Selecção, SA 669,000
Infofield - Informática, SA 325,000
Modelo Hiper Imobiliária, SA 4,695,000
Pharmacontinente - Saúde e Higiene, SA 6,614,000
Predicomercial - Promoção Imobiliária, SA 12,247,000
Sesagest - Projectos e Gestão Imobiliária, SA 39,565,000
Sonaesr Serviços e Logística, SA 6,112,000
Têxtil do Marco, SA 1,178,000
Tlantic Portugal - Sistemas de Informação, SA 41,000
Worten - Equipamentos para o Lar, SA 113,293,000
Total 394,838,082

As at 30 June 2017 amounts owed by subsidiaries can be detailed as follows:

Company 30.June.2017
Azulino - Imobiliária, SA 95,000
Asprela - Sociedade Imobiliária, SA 2,175,000
BB Food Service, SA 246,000
Canasta - Empreendimentos Imobiliários, SA 296,463
Chão Verde - Sociedade de Gestão Imobiliária, SA 4,876,000
Citorres - Sociedade Imobiliária, SA 36,000
Cumulativa - Sociedade Imobiliária, SA 80,009
Elergone Energia, Lda 931,000
Fashion Division, SA 42,634,100
Fozimo – Sociedade Imobiliária, SA 37,000
Igimo – Sociedade Imobiliária, SA 202,000
Iginha – Sociedade Imobiliária, SA 420,000
Imoestrutura - Sociedade Imobiliária, SA 63,000
Imomuro - Sociedade Imobiliária, SA 83,000
Imoresultado – Sociedade Imobiliária, SA 67,000
Imosistema - Sociedade Imobiliária, SA 58,000
Make Notes Design, Lda 1,026,000
MCCARE - Serviços de Saúde,SA 348,000
MJLF - Empreendimentos Imobiliários, SA 43,000
Modalfa - Comércio e Serviços, SA 13,737,971
Modalloop - Vestuário e Calçado, SA 2,911,500
Modelo Continente Hipermercados, SA 680,685,000
Pharmaconcept - Actividades em Saúde, SA 3,000
Ponto de Chegada - Sociedade Imobiliária, SA 2,244,000
Predilugar - Sociedade Imobiliária, SA 240,000
Selifa - Sociedade de Empreendimentos Imobiliários, SA 1,402,169
Sempre à Mão - Sociedade Imobiliária, SA 252,000
Socijofra - Sociedade Imobiliária, SA 221,000
Sociloures - Sociedade Imobiliária, SA 847,000
Sonae Capital Brasil, Ltda 7,270,628
Sonae Center Serviços II, SA 46,748,000
Sonae MC - Modelo Continente, SGPS, SA 1,854,513,200
Sonaerp - Retail Properties, SA 52,914,006
Sondis Imobiliária, SA 834,000
Valor N, SA 62,000
Zippy - Comércio e Distribuição, SA 6,685,500
Zyevolution - Investigação e Desenvolvimento, SA 56,000
Total 2,725,343,546

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luís Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

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