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Sonae SGPS

Investor Presentation Aug 29, 2014

1901_ir_2014-08-29_985a422d-07ce-4e12-a377-fb2d173a0957.pdf

Investor Presentation

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1HIGHLIGHTS

Further consolidation of leadership across key retail formats

Sonae MC:

  • 2.6% turnover growth with further market share gains
  • 2nd quarter underlying EBITDA margin reached 7.7%

Sonae SR:

  • 12% turnover growth with market share increases in key formats
  • 20% increase in sales per m2 in Spain
  • 2nd quarter underlying EBITDA close to breakeven

Sonae Sierra LfL occupancy and tenant sales returned to growth. Compression of real estate yields led to strong indirect net result.

NOS successfully launched the new brand and achieved record growth of 450 thousand RGUs leveraged on the convergent offer.

Sonae further reinforced its capital structure with another quarter of debt reduction.

2 CEOMESSAGE

"Our second quarter consolidated performance registered a 6% turnover growth and a 22% growth in direct results, as well as an inversion of indirect results, allowing us to post total results more than doubling last year's value. Operational performance of our consolidated companies increased slightly to 94M€ underlying EBITDA, as a result of improved performance at SONAE SR and a decline at SONAE MC.

The food retail market in Portugal has been extremely competitive since the 3rd quarter of last year leading to a strong price deflation and a situation where the weakest players are in great difficulties. We do not welcome this situation but as the largest player with the most efficient operations, lowest market prices and best financial performance, we will of course maintain our strategy of leading in price, range, and promotional offers. In the quarter we continued to grow our food retail market share, increasing our turnover by 3.5%.

At Sonae SR we have been continuing the path towards breakeven, further increasing market share in almost all our businesses and reaching 11% LfL sales growth in 2Q14, one of the highest ever achieved. I would like to highlight the success of the store concepts implemented at MO in Portugal, Sport Zone and Worten in Spain, all reaching double digit additional sales growth per sq meter. Moreover, we have continued a gradual restructuring of our store network and the total effect has resulted in a 20% in sales/m2 (vs. 2Q13). Our financial performance does not fully capture this positive evolution as improvements in our stock provisioning rules have anticipated 3 M€ of provisions vs. last year – this effect will be reversed in the 3rd quarter comparison versus last year.

Sonae Sierra was able to further improve its LfL tenant sales growth and benefited from the contraction of real estate yields in Europe which led to a positive impact in the results, inverting the negative tendency faced over the last years. We expect rental income to gradually improve, as a result of better tenant sales and improved occupancy.

NOS is progressing well in the two key drivers of value creation – extracting merger synergies and conquering leadership in the growth of convergent offers. Progress in the corporate segment has also been significant.

Sonae Investment Management has also improved performance and has made two investments in technologies that are important to our business – cybersecurity and indoor location."

Paulo Azevedo, CEO

Following the merger between Zon and Optimus and its report using the equity method, we decided to change the way we report our results to the market by separating each business, in order to obtain more transparency between the segments: 1) Sonae Retail: Sonae MC, SR and RP; 2) Investment Management, including Software and Systems Information, and Público businesses from Sonaecom; 3) Sonae Sierra and 4) NOS. Moreover, Sonae adjusted the 2013 profit and loss statements on a pro forma basis (2Q13 PF and 1H13 PF), assuming that the merger between ZON and Optimus occurred in January 1st 2013, with some consolidation effects in our co‐controlled vehicle company. This criterion, besides assuring an easier and fairer comparability between 2013 and 2014 results, is in line with the current reporting pro forma method adopted by Sonaecom, NOS and market expectations.

3 SONAERETAIL RESULTS

Sonae MC

Turnover and underlying EBITDA margin

Inflation rate evolution

Note: Data provided by Eurostat as of July 25th 2014. 2Q14 information until May 2014.

Number of Meu Super Stores

In 1H14 Sonae MC turnover reached 1,626 M€, 42 M€ and 2.6% above 1H13, and 28 M€ and 3.5% above the same quarter of the previous year. This increase in the 1st half reflects approximately 5% growth in volume sales supported by the opening of 11 Continente Modelo stores and 4 Continente Bom Dia stores over the last 12 months. Sonae MC strategy of having a high variety of products available to consumers, a very efective promotion activity in stores recognized by their modernity, and with focus in continuous improvement of the quality of products, allowed Sonae MC to strengthen its leading market share in the Portuguese food retail sector1 . Should be noted that the portfolio of Continente own brands was kept in 1H14 at approximately 31% of the turnover of FMCG categories.

In 1H14 Sonae MC reached an underlying EBITDA of 100 M€ corresponding to a margin of 6.1% (65M€ and 7.7% for the 2Q14, respectively). These results were achieved despite the highly competitive environment that led us to a strong promotional effort, causing an internal deflation of 2.2% in the 1H14 (and 2.9% in the 2Q14) and a negative effect on the turnover and on the EBITDA. This promotional activity continued to be supported by the Continente loyalty card which was used for more than 90% of sales in the period.

Sonae MC CAPEX reached 40 M€ in 1H14, 7 M€ above the same period last year. The investments carried out by Sonae MC in 1H14 included the opening of one Continente Bom Dia store in Alvalade (Lisbon) and the preparation of new store openings including Continente Modelo store of Ilhavo, and Continente Bom Dia stores of Tondela and Palmela, already opened in July.

During the 1H14 Sonae MC opened 21 Meu Super stores under franchising agreements finalizing the first half of the year with 89 stores of this format. Until the end of 2014 we are expecting to have 120 Meu Super stores.

On June 26th 2014, Sonae announced the rebranding of book.it, now note! and opened the business to franchising. The first store under franchising agreement opened on June 27th in Braga. This measure contributes to the modernization of the retail stationery sector in Portugal.

1 For example, A. C. Nielsen's Homescan survey YTD up until 15th June: +0.6 p.p. market share for Continente.

3 SONAERETAIL RESULTS (cont.)

Sonae SR

Turnover and underlying EBITDA margin

Turnover and underlying EBITDA per geography

Sonae SR per country
1H13 1H14 y.o.y 2Q13 2Q14 y.o.y
Turnover (million €) 518 579 11.9% 253 288 13.8%
Portugal 369 409 10.9% 183 208 13.8%
International 148 170 14.5% 70 79 13.8%
EBITDA (million €) ‐17 ‐7 60.5% ‐6 ‐2 59.6%
Portugal 4 10 170.1% 4 7 77.5%
International ‐21 ‐17 18.0% ‐10 ‐9 6.0%
EBITDA margin ‐3.3% ‐1.2% 2.1 p.p. ‐2.4% ‐0.8% 1.5 p.p.
Portugal 1.1% 2.6% 1.5 p.p. 2.1% 3.3% 1.2 p.p.
International ‐14.2% ‐10.2% 4.0 p.p. ‐14.0% ‐11.6% 2.4 p.p.

SR International ‐ m2 /store evolution

In 1H14, Sonae SR turnover reached 579 M€, 11.9% above the same period last year corresponding to 8.5% growth on a like-for-like (LfL) basis (and 11% in 2Q14).

Sonae SR underlying EBITDA recovered from negative 17 M€ to negative 7 M€ which correspond to an improvement in the underlying EBITDA margin of 2.1 p.p. y.o.y. reaching negative 1.2%. The 2Q14 underlying EBITDA of minus 2M€ is negatively impacted by the anticipation of provision of 3M€, resulting from a new inventory depreciation monthly agenda. Sonae SR performance is the result of the stronger sales evolution combined with the turnaround measures implemented over the last years which also led to an increase in its market share in almost all formats both in the Portuguese and in the Spanish market. The recent evolution of the majority of the businesses in the geographies we are present, coupled with the 'tailwinds' from the economic environment being witnessed, give us the confidence to continue with the strategic plan we're implementing, in order to deliver very positive figures shortly. It is worth highlighting that this significant improvement in the results was only possible thanks to:

  • ‐ a remarkable performance by MO achieved through the new value proposition which includes brand, store and product improvement. The stores that have already implemented the new concept had an increase in sales around 20%;
  • ‐ the two digit growth on a LfL basis of Worten, Zippy and MO in Portugal;
  • ‐ the ca. 20% increase of sales per m2 at Worten and Sport Zone in Spain as a result of the new concept implemented, in which the size of the store are reduced; and
  • ‐ the market share increase in both Portuguese and Spanish electronics market2 .

Sonae SR CAPEX amounted 26 M€, 16M€ above 1H13 which includes the opening of a Sport Zone store in Tenerife (Spain). Until the end of September, Sonae SR will refurbish 10 more MO stores. In 1H14, Sonae SR strengthened its international expansion by opening 6 new Zippy stores namely in Armenia, Malta, Saudi Arabia, and Lebanon, 1 MO store also in Malta and 1 Sport Zone in Spain. The Sport Zone store was opened in the autonomous Spanish city of Ceuta on Africa's northern coast and is the format's first franchise store.

2 For example, GFK survey YTD: +2.6 p.p. (until May) market share for Worten Portugal and +0.2 p.p. (until June) market share for Worten Spain.

3 SONAERETAIL RESULTS (cont.)

Sonae RP
Million euros 1H13 1H14 y.o.y. 2Q13 2Q14 y.o.y.
Turnover 62 63 2.1% 31 31 1.1%
Underlying EBITDA 55 57 2.3% 28 28 1.0%
Underlying EBITDA margin 89.9% 90.1% 0.2 p.p. 90.6% 90.5% ‐0.1 p.p.

In 1H14, Sonae RP turnover increased 1 M€ to 63 M€, reaching an underlying EBITDA of 57 M€, 2M€ above the value reached in the previous year, which translates into an underlying EBITDA margin of 90.1% and a LTM EBIT ROCE of 7.1%.

The net book value of the capital invested in retail real estate assets amounted, at the end of 1H14, 1.23 bn€, corresponding to a portfolio of 33 Continente stores, 80 Continente Modelo stores and 16 Continente Bom Dia stores. Sonae currently maintains a freehold level of approximately 73% of its food retail selling area and 28% of its non‐food retail space.

Sonae RP CAPEX stood at 7 M€, 8 M€ below the same period in 2013.

During 1H14 there were two sale and leaseback transactions, in the total amount of 5.7 M€ and a third one of 5.8 M€ was completed in July.

Sonae RP Portfolio

4 INVESTMENTMANAGEMENT

Investment Management unit includes the businesses from MDS, Maxmat3 , GeoStar4 and Tlantic3 , as well as the Software and Systems Information (SSI) and Online & Media units from Sonaecom: WeDo Technologies, Saphety, Mainroad, Bizdirect and Público. This business unit also has the responsibility of supporting management on M&A activities as well as E‐ventures, a new initiative launched in 2013.

Investment Management
Million euros 1H13 1H14 y.o.y. 2Q13 2Q14 y.o.y.
Turnover 107 118 10.1% 56 63 13.5%
Underlying EBITDA 3 5 52.1% 3 3 9.5%
Underlying EBITDA margin 3.0% 4.1% 1.1 p.p. 4.6% 4.4% ‐0.2 p.p.

Investment Management turnover, stood at 118 M€, 10.1% above 1H13, also benefitting from the increase of 4.1% of the SSI business, which totalled 57.9 M€ in 1H14.

Investment Management underlying EBITDA margin reached 4.1% corresponding to an underlying EBITDA of 5 M€, 2 M€ above 1H13.

These results were mainly supported by the contributions of MDS, Maxmat and WeDo Technologies.

MDS is the leader in the Portuguese insurance brokerage market and a top‐3 player in Brazilian market. The company offers a fully integrated service and provides customized and state of the art solutions to its customers.

WeDo Technologies is the worldwide market leader in revenue and business assurance software and works with some of the world's leading blue chip companies from the retail, energy and finance industries, as well as more than 180 telecommunications operators from more than 90 countries, through more than 500 highly‐skilled professionals.

With a wide range of DIY products, construction, bathroom and garden, Maxmat offers an adequate selection to different needs, from private to major projects of small and medium enterprises. Maxmat is a Discount company guided by a Low Cost philosophy.

During July the Investment Management portfolio had some changes. A security software specialist company in Spain – S21 sec ‐ as well as a part of an indoor location company ‐ Movvo (ex‐Around Knowledge) ‐ were acquired.

3 Sonae holds 50% of Maxmat and 77.7% of Tlantic and adopts the full consolidation method to report its results. 4 GeoStar is reported using the equity method.

5 SONAE SIERRARESULTS

Sonae Sierra ‐ Operational data
1H13 1H14 y.o.y.
Footfall (million visitors) 191 200 4.7%
Europe 144 147 2.6%
Brazil 47 53 11.1%
Ocuppancy rate (%) 93.6% 94.7% 1.0 p.p.
Europe 93.4% 95.4% 2.0 p.p.
Brazil 94.7% 92.4% ‐2.2 p.p.
"Like‐for‐Like" (LfL) Tenant sales
Europe ‐3.5% 3.5% 7.0 p.p.
Brazil (local currency) 4.2% 7.8% 3.6 p.p.
Tenant sales (million euros) 2,099 2,044 ‐2.6%
Europe (million euros) 1,439 1,382 ‐3.9%
Brazil (million euros) 660 661 0.3%
Brazil (million reais) 1,757 2,081 18.5%
Nº of shopping centres owned/co‐owned (EOP) 48 47 ‐1
Europe 39 37 ‐2
Brazil 9 10 1
GLA owned in operating centres ('000 m2) 1,944 1,900 ‐2.3%
Europe 1,555 1,433 ‐7.9%
Brazil 389 467 19.9%
Sonae Sierra ‐ Financial indicators
Million euros 1H13 1H14 y.o.y. 2Q13 2Q14 y.o.y.
Turnover 111 109 ‐1.8% 56 55 ‐0.6%
EBITDA 56 51 ‐9.2% 28 26 ‐6.9%
EBITDA margin 50.9% 47.1% ‐3.8 p.p 49.3% 46.2% ‐3.1 p.p
Direct result 29 22 ‐25.6% 15 10 ‐29.7%
Indirect result ‐34 26 ‐32 26
Net results ‐5 48 ‐17 36
… atributable to Sonae ‐2 24 ‐9 18
OMV 2,214 2,155 ‐2.7%
NAV 1,040 1,092 5.0%

The occupancy rate of Sonae Sierra improved to 94.7% growing 1.0 p.p. when compared to the previous year which continues proving the benchmark quality of its assets. In Europe, this rate increased to 95.4%, 2.0 p.p. above 1H13 and in Brazil it decreased 2.2 p.p. to 92.4% impacted by the opening of Passeio das Águas on October 30th 2013. Excluding the effect of asset portfolio changes, this rate would have reached 95.1% in Brazil.

LfL tenant sales in Europe in 1H14 increased to 3.5%, a significantly recovery when compared to 1H13, which shows very positive signs of the sector evolution. Nevertheless, tenant sales in Europe decreased by 3.9% y.o.y. due to the sale of Parque Principado in Spain in October 7th 2013, ValeCenter and Airone in Italy in December 20th 2013. In Brazil LfL tenant sales totalled 7.8% and tenant sales in local currency improved by 18.5% y.o.y..

In 1H14 Turnover stood at 109 M€, 2 M€ bellow the same period last year. This result was mainly impacted by the sale of assets in 2013 and to the adverse FX change effect. This lower turnover led to an EBITDA of 51 M€, 9.2% below 1H13.

The direct results recorded 22 M€, 8 M€ below 1H13. The lower direct results were impacted by the sale of assets already mentioned, and the adverse FX change effect. Moreover, the indirect result had a remarkable recovery amounting 26 M€ that compares with a loss of 34 M€ in 1H13. This strong set of results was particularly influenced by the yields recovery in Portugal and Spain but also by the positive evolution of the tenant sales. These effects resulted in a significant recovery of the net results from loss of 5 M€ to a gain of 48 M€.

On June 30th 2014 the OMV (Open Market Value) attributable to Sonae Sierra was 2.155 bn€, 72 M€ above December 31st 2013, as a result of the real estate yields recovery and the real appreciation. NAV (Net Asset Value) was positively impacted for the same reasons as OMV, reaching at 1H14 1.092 bn€, 91 M€ above December 2013.

At the end of June 2014 the Loan‐to‐value ratio remains at a conservative level of 43%.

6NOSRESULTS

Launch of "NOS"

Launch of "NOS" on May, 16th, a single brand for all segments and for all services, replacing ZON OPTIMUS. Results have beaten all expectations – in just 7 weeks after launch, total awareness was more than 90%.

NOS financial highlights

NOS Indicators ‐ Pro‐forma Results
Million euros 1H13 PF 1H14 y.o.y. 2Q13 PF 2Q14 y.o.y.
Operating revenues 709 682 ‐3.8% 357 345 ‐3.4%
EBITDA 278 264 ‐5.3% 140 134 ‐4.8%
EBITDA margin 39.3% 38.6% ‐0.6 p.p. 39.3% 38.7% ‐0.6 p.p.
Net results 58 44 ‐24.8% 31 18 ‐39.8%
CAPEX 127 145 14.2% 67 89 33.0%
EBITDA‐CAPEX 151 118 ‐21.8% 74 45 ‐38.9%
Recurrent CAPEX 124 125 0.3% 66 72 9.5%
EBITDA‐Recurrent CAPEX 154 139 ‐9.9% 75 62 ‐17.3%

NOS operating revenues stood at 682.3 M€ in 1H14, decreasing 3.8% y.o.y..

EBITDA reached 263.5 M€, decreasing 5.3% when compared to 1H13.

Recurrent CAPEX stood stable y.o.y., reaching 124.6 M€ in 1H14. As a consequence of EBITDA evolution, EBITDA‐ Recurrent CAPEX decreased 9.9%.

Net financial debt to EBITDA stood at 1.9x at the end of 1H14.

The average maturity of its net financial debt is now 2.1 years.

NOS published its 1H14 results on July 30th 2014 which are available at www.nos.pt.

NOS operational highlights

2Q13 1Q14 2Q14
Total RGUs 7,241 7,215 7,296
Convergent RGUs 34 556 1,008
Mobile 3,204 3,288 3,397
% 3P&4P Subscribers 65.3% 68.0% 69.2%
IRIS Subscribers 339 499 561

Over 1.007 million convergent RGUs at the end of 2Q14, representing net adds of 451.9 thousand.

Mobile net adds of 108.7 thousand in 2Q14.

IRIS achieved another record quarter with additional 62.7 thousand subscribers, reaching 69.2% as a percentage of the 3&4P subscriber base.

NOS market performance

Subsequent to the merger between Optimus and Zon (currently NOS), and since the day in which new shares issued were listed on September 9th 2013, and until June 30th 2014, the company's market capitalisation grew 12.4%, corresponding to a share price increase from 4.27€ to 4.80€. The PSI20, the main Portuguese index, grew its market capitalisation 14.1% in the same period.

7 OVERALL PERFORMANCE

Consolidated results

Million euros 1H13 PF 1H14 y.o.y. 2Q13 PF 2Q14 y.o.y.
Sonae MC 1,584 1,626 2.6% 810 839 3.5%
Sonae SR 518 579 11.9% 253 288 13.8%
Sonae RP 62 63 2.1% 31 31 1.1%
Investment manag. 107 118 10.1% 56 63 13.5%
E&A (1) ‐68 ‐80 ‐17.4% ‐33 ‐41 ‐27.1%
Turnover 2,203 2,306 4.7% 1,118 1,180 5.6%
Sonae MC 106 100 ‐6.2% 66 65 ‐1.9%
Sonae SR ‐17 ‐7 60.5% ‐6 ‐2 59.6%
Sonae RP 55 57 2.3% 28 28 1.0%
Investment manag. 3 5 52.1% 3 3 9.5%
E&A (1) 5 ‐1 0 0 ‐96.0%
Underlying EBITDA 153 154 0.4% 91 94 2.9%
Underlying EBITDA margin 6.9% 6.7% ‐0.3 p.p 8.1% 7.9% ‐0.2 p.p
Equity method results (2) 29 20 ‐31.0% 15 9 ‐37.9%
o.w. Sonae Sierra (diret income) 15 11 ‐25.6% 7 5 ‐29.7%
o.w. NOS 15 9 ‐38.5% 8 4 ‐48.5%
Non‐recurrent items 0 ‐2 0 ‐2
EBITDA 182 172 ‐5.7% 106 101 ‐4.8%
EBITDA margin 8.3% 7.4% ‐0.8 p.p 9.5% 8.5% ‐0.9 p.p
D&A(3) ‐100 ‐87 13.1% ‐47 ‐44 5.7%
EBIT 82 85 3.3% 59 57 ‐4.0%
Net financial activity ‐45 ‐38 16.5% ‐24 ‐18 24.5%
EBT 37 47 28.1% 35 39 9.6%
Taxes ‐4 ‐1 62.9% ‐5 ‐2 68.4%
Direct Results (4) 33 45 39.1% 30 37 22.4%
Indirect Results ‐17 6 ‐16 4
Net income 16 52 14 41 186.2%
Non‐controlling interests 0 1 0 1
Net income group share 15 52 15 42 188.6%

(1) Eliminations & adjustments;

(2) Equity method results: includes direct income related to investments consolidated by the equity method (mainly Sonae Sierra and NOS);

(3) Depreciations & amortizations including provisions & impairments; (4) Direct results before non‐controlling interests.

In 1H14, consolidated turnover grew 4.7% to 2,306 M€, mainly impacted by the 5.6% increase in the 2Q14 consolidated turnover. This improvement is particularly driven by the strong performance of Sonae SR which turnover grew 11.9% in 1H14.

The underlying EBITDA amounted 154 M€, 1 M€ above the same period of the previous year. Despite the strong improvement in Sonae SR underlying EBITDA, Sonae MC underlying EBITDA was negatively impacted by the highly competitive environment among the Portuguese food retail industry leading to a decrease of 7 M€ y.o.y..

In 1H14, EBITDA reached 172 M€ and includes the contributions of the:

  • (i) before mentioned underlying EBITDA of 154 M€; and
  • (ii) equity method results of 20 M€ (from Sonae Sierra direct results, NOS and GeoStar).

Net financial results related to Retail and Investment Management businesses reached negative 38 M€ in 1H14, backed by the lower level of net debt. The average interest rate of outstanding credit facilities at the end of 1H14 was slightly above 3%.

Direct results reached 45 M€, 13 M€ above the figure registered in the same period of the previous year, mostly driven by the lower D&A (‐13 M€ vs. 1H13), and the improvement in net financial activity (‐7 M€ vs. 1H13), more than compensating the decrease in the equity method results (‐9 M€ vs. 1H13).

Indirect results had a strong improvement passing from negative 17 M€ in 1H13, to positive 6 M€ in 1H14, mainly impacted by Sonae Sierra non cash movements related with revaluations of real estate properties.

Net income attributable to the Group improved 37 M€ when compared to 1H13, reaching 52 M€ in 1H14. This improvement was impacted by both direct and indirect results.

8 CAPITAL STRUCTURE

Net invested capital

Million euros 1H13 1H14 y.o.y.
Net invested capital 3.563 3.239 ‐9,1%
Technical investment 3.100 2.012 ‐35,1%
Financial investment 464 1.245 168,4%
Goodwill 657 612 ‐6,8%
Working capital ‐658 ‐630 4,2%
Total shareholders funds 1.515 1.752 15,6%
Total net debt(1) 2.048 1.487 ‐27,4%
Net debt / Invested capital 57,5% 45,9% ‐11,6 p.p

(1) Financial net debt + net shareholder loans.

Net debt
Million euros 1H13 1H14 y.o.y.
Net financial debt 2,041 1,470 ‐28.0%
Retail units 963 945 ‐1.8%
Sonaecom Group 395
Investment management 19 42 121.0%
Holding & other 664 483 ‐27.3%
Total net debt 2,048 1,487 ‐27.4%
Capital Structure ‐ Retail
Net debt to EBITDA
1H12 1H13 1H14

In 1H14 total shareholders' funds totalled 1,752 M€, 15.6% above the same period of last year.

Until June 30th 2014, total net debt was reduced to 1,487 M€, 560 M€ below the same date in 2013, driven not only by the deconsolidation of Optimus, but also due to sustainable cash flow generation over the last 12 months. The company thus continued to strengthen its capital structure, with total net debt reaching 46% of invested capital in 1H14.

In relation to the debt maturity profile, it is important to note that a series of transactions were concluded, which enabled Sonae to increase the average maturity of debt whilst optimizing its cost of funding, strengthening its capital structure and diversifying its financing sources.

In 1H14, Sonae entered the capital market with an offer of 210 M€ convertible bonds, issued through a fully owned subsidiary. The bonds were issued at par, with a maturity of 5 years, and will pay a fixed coupon of 1.625%.

Additionally Sonae and its subsidiaries issued additional 185 M€ of long term financing operations, with maturities between 4 and 7 years with national and international banks, lengthening its maturity profile and ensuring it refinancing needs until the beginning of the 3rd quarter of 2015. Already in July and August and additional 80 M€ of long term financing were closed.

In 1H14 retail net debt totalled 945 M€, reducing 18 M€ when compared to 1H13, driven by sustainable cash flow generation over the last 12 months. The company thus continued to strengthen its capital structure, with total net debt to EBITDA reaching 2.5x in 1H14.

The holding net debt was reduced to 483 M€ at the end of June 2014. The "loan‐to‐value" ratio of the holding remains at conservative levels and registered a strong improvement from 18% in 1H13 to 14% in 1H14.

9 CORPORATE INFORMATION

Main corporate events in 2Q14

On April 22nd 2014, Sonae Sierra announced the launching of a joint venture with CITIC Capital Holdings Limited for the provision of property management and leasing services to shopping centres in China. CITIC Capital Holdings Limited has a strong foothold in the Chinese market, which will allow SONAE SIERRA to quickly gain an in‐depth knowledge and unique connections to create new business opportunities in the fast‐growing Chinese retail market.

In the Annual General Meeting which took place on April 30th 2014, shareholders approved, amongst other items, the distribution of a gross dividend per share, relative to the 2013 financial year, in the amount of 0.0348 Euros, around 5% above the dividend distributed in the previous year. This dividend corresponds to a dividend yield of 3.3%, based on the closing price as at December 31st 2013, and to a payout ratio of 46% of the consolidated direct income attributable to equity holders of Sonae.

On May 19th 2014, Sonae Sierra signed a partnership with Marjane, Al Futtaim and Société d'Amenagement de Zenata (Groupe CDG), to develop Zenata shopping centre, a 100 M€ investment located in Mohammedia, Casablanca (Morocco). Furthermore, Sonae Sierra will be responsible to provide development, leasing and property management services for the shopping centre.

On June 4th 2014, Sonae launched an offering of convertible bonds due 2019 in a principal amount of EUR 210,500,000. The Bonds were issued at par in a nominal amount of EUR 100,000 per Bond, with a maturity of 5 years, and pay a fixed coupon of 1.625% per annum, payable semi‐annually in arrears. The initial conversion price has been set at EUR 1.726, representing a premium of 35% above the volume weighted average price of the Shares on the Lisbon Stock Exchange between launch and pricing of the Offering.

Subsequent information

On July 2nd 2014, Sonae Sierra and ING, the global financial institution, sold 90% of its ownership in Le Terrazze Shopping centre to Union Investment, the international real estate investment manager. Sonae Sierra will continue to be responsible for the shopping centre's management service and will be a joint venture partner of Union Investment by remaining owner of a 10% share of Le Terrazze.

Sonae provides additional operating and financial information in Excel format. Click here to be taken to the information directly www.sonae.pt

10 ADDITIONAL INFORMATION

Methodological notes

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

Glossary

CAPEX Investments in tangible and intangible assets and investments in acquisitions.
Direct income Results excluding contributions to indirect income.
(Direct) EBIT Direct EBT ‐ financial results.
EBITDA Total direct income ‐ total direct expenses ‐ reversal of direct impairment losses + share of results in
joint ventures and associated undertakings (Sonae Sierra direct results, NOS and GeoStar).
EBITDA margin EBITDA / Turnover.
(Direct) EBT Direct results before non‐controlling interests and taxes.
Eliminations &
adjustments
Intra‐groups + consolidation adjustments + contributions from other companies not included in the
identified segments.
EoP End of period.
Free Cash Flow (FCF) EBITDA ‐ operating CAPEX ‐ change in working capital ‐financial investments ‐ financial results ‐
income taxes.
Financial net debt Total net debt excluding shareholders loans.
FMCG Fast‐moving Consumer Goods.
GLAs Gross Lettable Area: equivalent to the total area available to be rented in the shopping centres.
Indirect income Includes Sonae Sierra's results, net of taxes, arising from: (i) investment property valuations; (ii)
capital gains (losses) on the sale of financial investments, joint ventures or associates; (iii)
impairment losses of non‐current assets (including goodwill) and (iv) provision for assets at risk.
Additionally and concerning Sonae's portfolio, it incorporates: (i) impairments in retail real estate
properties; (ii) reductions in goodwill; (iii) provisions (net of taxes) for possible future liabilities and
impairments related with non‐core financial investments, businesses, assets that were discontinued
(or
in
a
process
of
being
discontinued/repositioned);
(iv)
results
from
"mark
to
market"
methodology of other current investments that will be sold or exchanged in the near future; and (v)
other non‐relevant issues.
Investment properties Shopping centres in operation owned by Sonae Sierra.
Liquidity Cash & equivalents + current investments, excluding the 2.14% participation at NOS.
Like for Like sales (LfL) Sales made by stores that operated in both periods under the same conditions. Excludes stores
opened, closed or which suffered major upgrade works in one of the periods.
Loan to value (LTV) ‐
Holding
Holding Net debt / Investment Portfolio Gross Asset Value; gross asset value based on Market
multiples, real estate NAV and market capitalization for listed companies.
Loan to value (LTV) ‐
Shopping Centres
Net debt / (investment properties + properties under development).
LTM Last twelve months.
Net asset value (NAV) Open market value attributable to Sonae Sierra ‐ net debt ‐ minorities + deferred tax liabilities.
Net debt Bonds + bank loans + other loans + financial leases + shareholder loans ‐ cash, bank deposits, current
investments, excluding the 2.14% participation at NOS, and other long term financial applications.
Net Invested capital Total net debt + total shareholders' funds.
Other income Dividends.
Other loans Bonds, leasing and derivatives.
Open market value
(OMV)
Fair value of properties in operation and under development (100%), provided by independent
international entities.
Return on invested
capital (RoIC)
EBIT (12 months) / Net invested capital.
Return on equity
(ROE)
Total net income n (equity holders) / Shareholders' Funds n‐1 (equity holders).
RGU Revenue generating unit
Technical investment Tangible assets + intangible assets + other fixed assets ‐ depreciations and amortizations.
Underlying EBITDA EBITDA – share of results in joint ventures and associated undertakings (Sonae Sierra direct results,
NOS and GeoStar) – non recurrent items

Consolidated Profit and Loss Account

Consolidated profit and loss account
Million euros 1H13 PF 1H14 y.o.y. 2Q13 PF 2Q14 y.o.y.
Turnover 2,203 2,306 4.7% 1,118 1,180 5.6%
Underlying EBITDA 153 154 0.4% 91 94 2.9%
Underlying EBITDA margin 6.9% 6.7% ‐0.3 p.p. 8.1% 7.9% ‐0.2 p.p.
EBITDA 182 172 ‐5.7% 106 101 ‐4.8%
EBITDA margin 8.3% 7.4% ‐0.8 p.p. 9.5% 8.5% ‐0.9 p.p.
Depreciations & amortizations (1) ‐100 ‐87 13.1% ‐47 ‐44 5.7%
EBIT 82 85 3.3% 59 57 ‐4.0%
Net financial Activity ‐45 ‐38 16.5% ‐24 ‐18 24.5%
Other items (2) 0 0 63.0% 0 0 ‐100.0%
EBT 37 47 28.1% 35 39 9.6%
Taxes ‐4 ‐1 62.9% ‐5 ‐2 68.4%
Direct results 33 45 39.1% 30 37 22.4%
Indirect results (3) ‐17 6 ‐16 4
Net income 16 52 14 41 186.2%
Minority interests 0 1 0 1
Net income group share 15 52 15 42 188.6%

(1) Includes provisions, impairments, reversion of impairments and negative goodwill; (2) dividends; (3) Includes: (i) Sonae's Sierra indirect income contribution; (ii) the capital gain with NOS merger; (iii) other asset provisions for possible future liabilities in non‐core and/or discontinued operations and (iv) non‐cash impairments for operational assets.

Consolidated Statement of Financial Position

Consolidated statement of financial position
Million euros 1H13 1H14 y.o.y.
TOTAL ASSETS 5,673 5,395 ‐4.9%
Non current assets 4,500 3,995 ‐11.2%
Tangible and intangible assets 3,099 2,011 ‐35.1%
Goodwill 657 612 ‐6.8%
Investment properties 0 1 159.0%
Other investments 478 1,206 152.5%
Deferred tax assets 227 143 ‐36.9%
Others 39 21 ‐45.1%
Current assets 1,173 1,400 19.3%
Stocks 525 536 2.1%
Trade debtors 183 84 ‐54.1%
Liquidity 138 409 197.1%
Others 328 370 13.0%
SHAREHOLDERS' FUNDS 1,515 1,752 15.6%
Equity holders 1,303 1,588 21.8%
Attributable to minority interests 212 164 ‐22.6%
LIABILITIES 4,158 3,643 ‐12.4%
Non‐current liabilities 2,083 1,651 ‐20.8%
Bank loans 455 386 ‐15.2%
Other loans 1,225 1,035 ‐15.5%
Deferred tax liabilities 139 134 ‐4.0%
Provisions 87 38 ‐56.2%
Others 177 58 ‐67.0%
Current liabilities 2,075 1,993 ‐3.9%
Bank loans 178 219 23.3%
Other loans 335 254 ‐24.0%
Trade creditors 1,012 914 ‐9.7%
Others 550 606 10.1%
SHAREHOLDERS' FUNDS + LIABILITIES 5,673 5,395 ‐4.9%

The Board of Directors

Belmiro Mendes de Azevedo

Álvaro Carmona e Costa Portela

Álvaro Cuervo Garcia

Bernd Bothe

Christine Cross

Michel Marie Bon

José Neves Adelino

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

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, 19 of August 2014

The Board of Directors,

Belmiro Mendes de Azevedo

Álvaro Carmona e Costa Portela

Álvaro Cuervo Garcia

Bernd Bothe

Christine Cross

Michel Marie Bon

José Neves Adelino

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

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

Additions Reductions Balance as of
30.06.2014
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
Belmiro Mendes de Azevedo () (*)
Efanor Investimentos, SGPS, SA (1)
Sonaecom, SGPS, SA (9)
49,999,996
0
Sale 23.01.2014 75,537 2.580
Continente Bonds - 7% -2015 876,990
Purchase 20.03.2014 117,000 1.053
Purchase 21.03.2014 90,000 1.053
Purchase 24.03.2014 2,705 1.053
Purchase 27.03.2014 99,500 1.053
Purchase 31.03.2014 61,000 1.053
Purchase 01.04.2014 5,000 1.053
Purchase 02.04.2014 58,500 1.053
Purchase 04.04.2014 10,000 1.053
Purchase 08.04.2014 30,000 1.053
Purchase 09.04.2014 55,000 1.053
Purchase 10.04.2014 19,000 1.054
Purchase 11.04.2014 21,468 1.054
Purchase 14.04.2014 25,000 1.054
Purchase 15.04.2014 65,000 1.054
Purchase 16.04.2014 15,000 1.055
Purchase 21.04.2014 202,817 1.059
Álvaro Carmona e Costa Portela (*)
Sonae, SGPS, SA (3)
125,934
Sonaecom, SGPS, SA (9) 0
Sale 24.01.2014 5,000 2.580
Ângelo Gabriel Ribeirinho dos Santos Paupério (*)
Sonae, SGPS, SA (3) p
1,270,426 (a)
Performance Bonus Plan and Medium Term Incentive
Plans 02.05.2014 507,276 0.068
Sonaecom, SGPS, SA (9) 0
Sale 23.01.2014 552,837 2.580
Continente Bonds - 7% -2015 700,000 (b)
Duarte Paulo Teixeira de Azevedo () () (***)
Efanor Investimentos, SGPS, SA (1) 1
Migracom, SGPS, SA (4) 1,999,996
Sonae, SGPS, SA (3) p 750,617 (c)
Performance Bonus Plan and Medium Term Incentive
Plans 28.04.2014 262,087 0.068
Michel Marie Bon (*)
Sonae, SGPS, SA (3) 321,000
Maria Margarida Carvalhais Teixeira de Azevedo () (*)
Efanor Investimentos, SGPS, SA (1) 1
Sonae, SGPS, SA (3) 14,901
Maria Cláudia Teixeira de Azevedo () (**)
Efanor Investimentos, SGPS, SA (1) 1
Sonae, SGPS, SA (3) p 204,678
Performance Bonus Plan and Medium Term Incentive
Plans 02.05.2014 163,551 0.068
Linhacom, SGPS, SA (6) 99,996
Sonaecom, SGPS, SA (9) 0
Sale 23.01.2014 40,566 2.580 (d)
Nuno Miguel Teixeira de Azevedo () (**)
Efanor Investimentos, SGPS, SA (1) 1
Sonae, SGPS, SA (3) 0 (e)
Arlindo Dias Duarte Silva (*)
Continente Bonds - 7% -2015 5,000 (f)

Page 20 19.08.2014

Additions Reductions Balance as of
30.06.2014
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae, SGPS, SA (3)
Pareuro, BV (2)
Sonaecom, SGPS, SA (9)
Sale
23.01.2014 1,000 2.580 200,100,000
5,583,100
0
(2) Pareuro, BV
Sonae, SGPS, SA (3)
849,533,095
(3)Sonae, SGPS, SA 6,102,021
Sonae, SGPS, SA (treasury shares)
Purchase 24.03.2014 1,885,000 1.325
Purchase 14.04.2014 630,000 1.305
Purchase 15.04.2014 465,000 1.296
Purchase 16.04.2014 530,000 1.315
Purchase
Sale
17.04.2014
28.04.2014
450,000
0
1.333
0.000
3,585,251 1.358
Shares delivered under the terms of the Annual
Performance Bonus Plan and Medium Term Incentive 28.04.2014 262,087 0.068
Sale 05.05.2014 0 0.000 62,198 1.358
Purchase 15.05.2014 755,000 1.213
Purchase 16.05.2014 1,532,973 1.211
Purchase 19.05.2014 970,000 1.222
Sale 19.05.2014 11,509 1.238
Purchase 20.05.2014 710,000 1.226
Purchase 21.05.2014 750,000 1.247
Purchase 22.05.2014 809,700 1.261
Purchase 23.05.2014 535,393 1.274
Sonae Investments, BV (7) 2,894,000
Sontel, BV (8)
Sonaecom, SGPS, SA (9)
32,745
80,822,964
Purchase 23.01.2014 1,365,837 2.580
Purchase 24.01.2014 88,297 2.580
Purchase 24.02.2014 80,000 2.152
Purchase 25.02.2014 205,412 2.123
Purchase 26.02.2014 133,248 2.078
Purchase 27.02.2014 100,000 2.045
Purchase 28.02.2014 267,000 2.012
Purchase 03.03.2014 70,000 1.964
Purchase 04.03.2014 41,966 1.954
Purchase 05.03.2014 20,620 1.963
Purchase 07.03.2014 46,064 2.204
Purchase 13.03.2014 34,500 2.296
Purchase 14.03.2014 33,038 2.266
Purchase 17.03.2014 9,291 2.258
Purchase 18.03.2014 3,000 2.253
Purchase 19.03.2014 26,000 2.280
Purchase 20.03.2014 27,317 2.286
Purchase 21.03.2014 31,483 2.287
Purchase 24.03.2014 27,310 2.273
Purchase 25.03.2014 1,000 2.260
Purchase 15.04.2014 59,336 1.902
Purchase 16.04.2014 179,685 1.990
Purchase 17.04.2014 134,291 2.083
Purchase 22.04.2014 76,332 2.182
Purchase 23.04.2014 367,000 2.291
Purchase 24.04.2014 325,132 2.287
Purchase 25.04.2014 15,582 2.283
Purchase 28.04.2014 145,104 2.291
Purchase 29.04.2014 74,084 2.300
Purchase 30.04.2014 23,213 2.300
Purchase 02.05.2014 57,031 2.300
Purchase 05.05.2014 75,417 2.300
Additions Reductions
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
(4) Migracom, SGPS, SA
Sonae, SGPS, SA (3)
1,536,683
Sale 13.06.2014 435,000 1.278
Sale 17.06.2014 500,000 1.257
Sale 18.06.2014 465,000 1.264
Sonaecom, SGPS, SA (9) 0
Sale 23.01.2014 387,342 2.580
Imparfin, SGPS, SA (5) 150,000
(5) Imparfin, SGPS, SA
Sonae, SGPS, SA (3) 4,105,280
Continente Bonds - 7% -2015 590,000
Purchase 28.01.2014 222,000 1.050
Purchase 09.04.2014 411,000 1.050
Sale 26.05.2014 48,000 1.050
(6) Linhacom, SGPS, SA
Sonae, SGPS, SA (3) 439,314
Sonaecom, SGPS, SA (9) 0
Sale 23.01.2014 120,300 2.580
Imparfin, SGPS, SA (5) 150,000
(7) Sonae Investments BV
Sontel BV (8)
58,555
(8) Sontel BV
Sonaecom, SGPS, SA (9) 194,063,119
(9) Sonaecom SGPS, SA
Sonae, SGPS, SA (treasury shares)
Purchase 20.03.2014 920,000 1.317
Purchase 21.03.2014 1,030,000 1.327
Sale 28.03.2014 646,614 1.333
Purchase 14.04.2014 160,000 1.303
Sale 17.04.2014 696,641 1.298
Sale
Shares delivered under the terms of the Annual
30.04.2014 3,393 1.298
Performance Bonus Plan and Medium Term Incentive 02.05.2014 670,827 0.068
Sale 05.05.2014 5,794 1.298
Sale 07.05.2014 48,793 1.298
Sale 09.05.2014 14,586 1.298
Purchase 15.05.2014 2,228,985 1.227
Sale 30.05.2014 2,382 1.294
Sonaecom, SGPS, SA (treasury shares) 5,571,014

(*) Member of the Board of Directors of Sonae, SGPS, SA

(**) Member ofthe Board of Directors of Efanor Investimentos SGPS, SA (directly and indirectly dominant company) (1)

(***) People closely connected with the President of the Board of Directors of Sonae Holding, Belmiro de Azevedo

(****) Member of the Board of Directors of Imparfin, SGPS, SA (5)

(*****) Member ofthe Statutory Audit Board

(a) of wich 125,000 shares held by spouse

(b) of which 150,000 bonds held by spouse and 400,000 are held by company in which this person discharging managerial responsibilities ("dirigente") is the sole director (c) of which 530 shares held by descendants under his charge

(d) 170 shares held by spouse

(e) 10,500 shares are no longer imputed to Nuno Miguel Teixeira de Azevedo because they are owned by a descendant and the legal base for allocation have ended according al .a) of paragraph 4 of article 248-B ofthe Securities Code

(f) co-held with the respective spouse

Qualified holdings

As required by article 9, nr.1, c), of the Securities Market Commission (CMVM) Regulation nr. 05/2008, the qualified shareholdings as at 30th June 2014 are as follows:

Shareholder Nr. of shares % share
capital
% of voting
rights
Efanor Investimentos, SGPS, SA (i)
Directly 200,100,000 10.0050% 10.0470%
By Pareuro, BV (controlled by Efanor) 849,533,095 42.4767% 42.6548%
By Maria Margarida CarvalhaisTeixeira de Azevedo (Director of Efanor) 14,901 0.0007% 0.0007%
By Duarte Paulo Teixeira de Azevedo (Director of Efanor ) 750,617 0.0375% 0.0377%
By Maria Cláudia Teixeira de Azevedo (Director of Efanor ) 204,678 0.0102% 0.0103%
By Migracom, SGPS, SA (company controlled by Efanor's Director Duarte Paulo Teixeira de Azevedo) 1,536,683 0.0768% 0.0772%
By Linhacom, SGPS, SA (company controlled by Efanor's Director Maria Cláudia Teixeira de Azevedo) 439,314 0.0220% 0.0221%
Total attributable to Efanor Investimentos, SGPS, SA 1,052,579,288 52.6289% 52.8498%
Banco BPI, SA 132,851,868 6.6426% 6.6704%
Banco Português de Investimento, SA 365,199 0.0183% 0.0183%
Fundos de Pensões do Banco BPI 40,071,372 2.0036% 2.0120%
BPI Vida - Companhia de Seguros de Vida, SA 4,751,416 0.2376% 0.2386%
Total attributable to Banco BPI, SA 178,039,855 8.9020% 8.9393%
Fundação Berardo, Instituição Particular de Solidariedade Social 49,849,514 2.4925% 2.5029%
Total attributable to Fundação Berardo, Instituição Particular de Solidariedade Social 49,849,514 2.4925% 2.5029%
Bestinver Gestión, S.A. SGIIC
Bestinver Bolsa, F.I. 26,842,197 1.3421% 1.3477%
Bestinfond, F.I.M. 24,648,288 1.2324% 1.2376%
Bestinver Hedge Value Fund Fil 11,556,421 0.5778% 0.5802%
Bestinver Global, FP 7,154,263 0.3577% 0.3592%
Bestvalue, FI 6,161,372 0.3081% 0.3094%
Soixa Sicav, SA 4,387,528 0.2194% 0.2203%
Bestinver Ahorro, Fondo de Pensiones 3,068,989 0.1534% 0.1541%
Bestinver Mixto, F.I.M. 2,398,104 0.1199% 0.1204%
Bestinver Sicav - Bestifund 3,234,455 0.1617% 0.1624%
Bestinver Sicav - Iberian 8,757,641 0.4379% 0.4397%
Bestinver Renta, F.I.M. 756,150 0.0378% 0.0380%
Bestinver Prevision, FP 216,988 0.0108% 0.0109%
Divalsa de Inversiones Sicav 154,747 0.0077% 0.0078%
Bestinver Empleo, FP 151,085 0.0076% 0.0076%
Linker Inversiones, Sicav 100,279 0.0050% 0.0050%
Bestinver Futuro EPSV 83,569 0.0042% 0.0042%
Bestinver Empleo III, Fonde de Pensiones 34,135 0.0017% 0.0017%
Bestinver Empleo II, FP 55,323 0.0028% 0.0028%
Total attributable to Bestinver Gestión, S.A. SGIIC 99,761,534 4.9881% 5.0090%
Norges Bank 40,100,985 2.0050% 2.0135%
Total attributable to Norges Bank 40,100,985 2.0050% 2.0135%

(i) Belmiro Mendes de Azevedo is, according to article 20 paragraph 1, subparagraph b), and article 21, paragraph 1, both of the Portuguese Securities Code, the ultimate beneficial owner, as it holds circa 99% of the share capital and voting rights in Efanor Investimentos, SGPS, SA and the latter wholly owns Pareuro BV.

Condensed consolidated financial statements

Condensed Consolidated Statement of Financial Position at 30 June 2014 and 2013 and at 31 December 2013

(Amounts expressed in euro)

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

ASSETS Notes 30 June 2014 30 June 2013 31 December 2013
NON-CURRENT ASSETS:
Tangible assets 9 1,798,178,380 2,549,256,182 1,827,164,403
Intangible assets 10 213,019,136 550,033,849 202,854,156
Investment properties 989,284 382,035 1,001,735
Goodwill 11 612,273,914 656,695,739 610,187,858
Investments in joint ventures and associates 6 1,175,194,245 446,395,368 1,144,792,015
Other investments 7 and 12 31,249,465 31,340,760 31,991,837
Deferred tax assets 15 143,347,935 227,121,566 123,159,864
Other non-current assets 13 21,210,136 38,615,031 31,970,613
Total Non-Current Assets 3,995,462,495 4,499,840,530 3,973,122,481
CURRENT ASSETS:
Inventories 536,224,380 524,980,507 588,949,862
Trade accounts receivable and other current assets 14 401,415,431 510,034,121 345,671,874
Investments 12 53,545,336 377,911 202,484,454
Cash and cash equivalents 16 408,416,074 137,255,592 366,308,918
Total Current Assets 1,399,601,221 1,172,648,131 1,503,415,108
Assets available for sale - 720,338 -
TOTAL ASSETS 5,395,063,716 5,673,208,999 5,476,537,589
EQUITY AND LIABILITIES
EQUITY:
Share capital 17 2,000,000,000 2,000,000,000 2,000,000,000
Own shares (137,196,145) (127,450,450) (126,945,388)
Reserves and retained earnings (327,459,531) (609,262,878) (628,248,537)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company 52,342,242 39,845,039 318,979,514
Equity attributable to the equity holders of the Parent Company 1,587,686,566 1,303,131,711 1,563,785,589
Equity attributable to non-controlling interests 18 164,032,356 212,009,385 344,325,829
TOTAL EQUITY 1,751,718,922 1,515,141,096 1,908,111,418
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 19 1,420,396,446 1,680,076,181 1,362,598,165
Other non-current liabilities 21 58,429,770 177,262,968 51,247,881
Deferred tax liabilities 15 133,749,783 139,284,400 121,095,969
Provisions 24 37,998,201 86,800,914 50,659,919
Total Non-Current Liabilities 1,650,574,200 2,083,424,463 1,585,601,934
CURRENT LIABILITIES:
Loans 19 473,627,860 512,565,031 233,938,741
Trade creditors and other current liabilities 23 1,516,308,994 1,556,525,497 1,746,056,989
Provisions 24 2,833,740 5,552,912 2,828,507
Total Current Liabilities 1,992,770,594 2,074,643,440 1,982,824,237
TOTAL LIABILITIES 3,643,344,794 4,158,067,903 3,568,426,171
TOTAL EQUITY AND LIABILITIES 5,395,063,716 5,673,208,999 5,476,537,589

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

Condensed Consolidated Income Statements for the periods ended 30 June 2014 and 2013

(Amounts expressed in euro)

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

2nd Quarter 2013 30 June 2013
2nd Quarter 2014 Restated 30 June 2014 Restated
Notes (Note 4) (Note 4)
Sales 1,137,388,516 1,076,681,632 2,221,469,071 2,122,098,997
Services rendered 42,528,882 40,978,712 84,917,555 80,646,384
Investment income 1,321,885 92,000 1,893,440 79,000
Gains and losses on investments carried at fair value through profit (9,911,278) - (7,931,359) -
Financial income 4,459,893 487,278 6,493,758 5,699,730
Other income 145,191,992 120,788,599 259,541,071 212,733,536
Cost of goods sold and materials consumed (904,332,393) (840,021,695) (1,771,818,912) (1,648,117,936)
Changes in stocks of finished goods and work in progress (12,954) 114,897 91,830 138,910
External supplies and services (154,380,044) (144,358,064) (298,351,945) (287,176,018)
Staff costs (163,467,851) (150,602,178) (322,462,137) (304,139,194)
Depreciation and amortisation 9 and 10 (42,773,367) (45,815,803) (84,483,365) (94,716,270)
Provisions and impairment losses (875,750) (3,717,084) (1,419,826) (9,200,168)
Financial expense (22,534,612) (24,481,235) (44,421,964) (51,160,631)
Other expenses (11,765,784) (9,846,750) (23,283,274) (19,327,315)
Share of results of joint ventures and associated undertakings 6 22,174,338 (8,500,825) 32,895,032 (2,619,889)
Profit/(Loss) from continuing operations, before taxation 43,011,473 11,799,484 53,128,975 4,939,136
Taxation 27 (1,572,157) (4,971,280) (1,465,218) (3,949,196)
Profit/(Loss) from continuing operations, after taxation 41,439,316 6,828,204 51,663,757 989,940
Profit/(Loss) from discontinuing operations, after taxation 4 - 25,111,658 - 47,357,721
Consolidated profit/(Loss) for the period 41,439,316 31,939,862 51,663,757 48,347,661
Attributable to equity holders of the Parent Company:
Continuing operations 42,213,252 7,629,794 52,342,242 4,295,824
Discontinuing operation - 23,323,091 - 35,549,215
42,213,252 30,952,885 52,342,242 39,845,039
Attributable to non-controlling interests
Continuing operations (773,936) (801,590) (678,485) (3,305,884)
Discontinuing operation - 1,788,567 - 11,808,506
18 (773,936) 986,977 (678,485) 8,502,622
Profit/(Loss) per share
From continuing operations
Basic 28 0.022491 0.004037 0.027885 0.002293
Diluted 28 0.022288 0.004017 0.027650 0.002282
From discontinuing operations
Basic 28 - 0.012485 - 0.018976
Diluted 28 - 0.012423 - 0.018882

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

Condensed Consolidated Statements of Comprehensive Income for the periods ended 30 June 2014 and 2013

(Amounts expressed in euro)

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

2nd Quarter 2014 2nd Quarter 2013 30 June 2014 30 June 2013
Net Profit / (Loss) for the period 41,439,316 31,939,861 51,663,757 48,347,661
Items that maybe reclassified subsequently to profirt or loss:
Exchange differences arising on translation of foreign operations
Participation in other comprehensive income (net of tax) related to joint
1,026,885 (3,728,134) 1,913,721 (2,083,412)
ventures and associated companies included in consolidation by the equity
method (Note 6)
(7,022,238) 4,433,062 (2,405,707) (7,272,829)
Changes on fair value of available-for-sale financial assets (2,359,647) (2,203,795) (1,163,254) (8,573,927)
Changes in hedge and fair value reserves 96,929 (402,022) 822,158 1,596,229
Deferred tax related to changes in fair values reserves (116,163) 443,726 (336,666) (67,047)
Others 606,320 (22,833) 575,731 33,293
Other comprehensive income for the period (7,767,915) (1,479,996) (594,017) (16,367,693)
Total comprehensive income for the period 33,671,401 30,459,865 51,069,740 31,979,968
Attributable to:
Equity holders of parent company 35,379,914 31,816,652 52,475,748 28,169,473
Non controlling interests (1,708,513) (1,356,787) (1,406,008) 3,810,495

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

Condensed Consolidated Statements of Changes in Equity for the periods ended 30 June 2014 and 2013

(Amounts expressed in euro)

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

Attr ibut
able
to E
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Pare
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,149
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6,96
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5,76
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,450
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(54
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(32
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1)
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7,68
6,56
6
164
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8,92
2
1,75
1,71

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

Condensed Consolidated Statements of Cash Flows for the periods ended 30 June 2014 and 2013

(Amounts expressed in euro)

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

OPERATING ACTIVITIES
Net cash flow from operating activities (1)
123,228,133
218,680,871
(89,065,753)
37,972,323
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments
589,361
98,093
4,061,905
1,173,572
Tangible and intangible assets
6,370,116
1,585,062
6,390,409
2,899,972
Notes 2nd Quarter 2014 2nd Quarter 2013 30 June 2014 30 June 2013
Others
10,065,044
18,676,133
16,999,740
48,745,833
17,024,521
20,359,288
27,452,054
52,819,377
Cash payments arising from:
Investments
(868,511)
(2,125,178)
(9,641,449)
(15,670,149)
Tangible and intangible assets
(38,609,566)
(55,902,273)
(88,103,716)
(143,772,277)
Others
(4,468,324)
(6,897,251)
(5,932,904)
(10,707,629)
(43,946,401)
(64,924,702)
(103,678,069)
(170,150,055)
Net cash used in investment activities (2)
(26,921,880)
(44,565,414)
(76,226,015)
(117,330,678)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained
1,490,257,500
732,863,734
2,119,660,829
1,620,762,860
1,490,257,500
732,863,734
2,119,660,829
1,620,762,860
Cash payments arising from:
Loans obtained
(1,483,615,895)
(900,396,585)
(1,787,899,306)
(1,638,009,801)
Interest and similar charges
(21,797,354)
(19,384,082)
(40,078,889)
(45,877,357)
Dividends
(69,668,610)
(85,875,904)
(69,668,610)
(85,905,784)
Purchase of own shares
(15,711,066)
-
(18,208,035)
-
Others
(387,512)
(765,642)
(1,033,078)
(2,759,900)
(1,591,180,437)
(1,006,422,213)
(1,916,887,918)
(1,772,552,842)
Net cash used in financing activities (3)
(100,922,937)
(273,558,479)
202,772,911
(151,789,981)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3)
(4,616,684)
(99,443,022)
37,481,143
(231,148,336)
Effect of foreign exchange rate
(500,225)
1,119,346
(708,661)
828,275
Cash and cash equivalents at the beginning of the period
16
408,175,719
231,953,666
365,869,456
363,367,909
Cash and cash equivalents at the end of the period
16
404,059,260
131,391,298
404,059,260
131,391,298

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

SONAE, SGPS, SA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ON THE 30TH JUNE 2014

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

(Amounts expressed in euro)

1 INTRODUCTION

SONAE, SGPS, SA ("Sonae Holding") has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470- 909 Maia, Portugal, and is the parent company of a group of companies, as detailed in Notes 5 to 7 the Sonae Group ("Sonae"). Sonae's operations and operating segments are described in Note 30.

On the 27th August 2013, the merger between Optimus, SGPS, SA in Zon Multimédia – Serviços de Telecomunicações and Multimédia, SGPS, SA (Note 4) was completed. Accordingly, the telecommunications segment was classified, for disclosure purposes, as a discontinued operation in June 2013.

2 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31st December 2013.

2.1 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, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as from the consolidated financial statements issuance date.

Interim 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 and subsidiaries, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for some financial instruments and properties investments which are stated at fair value.

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

Up to the financial statements approval date, the following standards interpretations, some of which become mandatory during 2014, have been endorsed by the European Union:

With mandatory application in 2014: Effective date (for
financial years
beginning on/after)
IFRS 10 - (Consolidated Financial Statements) 01 jan 2014
IFRS 11 - (Joint Arrangements) 01 jan 2014
IFRS 12 - (Disclosures of Interests in Other Entities) 01 jan 2014
IAS 27 - (Separate Financial Statements – revised in 2011) 01 jan 2014
IAS 28 - (Investments in Associates and Joint Ventures) 01 jan 2014
Amendments to IFRS 10, IFRS 12 and IAS 27 (Investments Entities) 01 jan 2014
IAS 32 - Amendments (Offsetting Financial Assets and Financial Liabilities) 01 jan 2014
Amendments to IAS 36 (Recoverable amount disclosures for Non-Financial Assets) 01 jan 2014
Amendments to IAS 39 (Reformulation of Derivatives and continuation of Hedge
Accounting)
01 jan 2014
IFRIC 21 - (Levies) 01 jan 2014

No significant impacts are expected in the financial statements resulting from the adoption of these standards during 2014, namely because the Group has amended the measurement of investments in jointly controlled entities by applying the equity method.

The following standards, interpretations, amendments and revisions haven't been until the date of approval of these financial statements, approved (endorsed) by the European Union, whose application is mandatory in future financial years:

With mandatory application after 2014: Effective date (for
financial years
beginning on/after)
IFRS 9 - (Financial Instruments – classification and measurement) 01 jan 2018
IFRS 7 and 9 (Amendment) – (Disclosures of Financial Instruments) To be
assigned
IFRS 11 (Amendment) – (Accounting for Acquisitions of Interests in Joint Operations) 01 jan 2016
IFRS 14 – (Regulatory Deferral Accounts) 01 jan 2016
IFRS 15 – (Revenues from Contracts with Customers ) 01 jan 2017
IAS 16 e IAS 19 - (Amendment) – (Clarification of Acceptable Methods of Depreciation and
Amortisation) 01 jan 2016

IAS 19 (Amendment) – (Employee Benefits) 01 jul 2014

Improvements to International Financial Reporting Standards (2010-2012 cycle and 2011- 2013 cycle) 01 jul 2014

The Group is to assess the impact of these changes and will apply these standards in the year in which they become effective.

3 CHANGES IN ACCOUNTING POLICIES

During the period was adopted a set of accounting standards, interpretations, amendments and revisions issued in previous periods and whose implementation became mandatory after the 1st January 2014 as disclosed in Note 2 and which didn't have any significant impacts on the financial statements as at 30th June 2014.

4 DISCONTINUED OPERATIONS

On the 27th August 2013, as a result of the incorporation by merger of Optimus SGPS in Zon, the telecommunications segment (Optimus SGPS, Optimus SA, Be Artis, Be Towering, Sontária and Permar) was classified, for presentation purposes, as a discontinued operation. As set by IFRS 5, changes were made in the consolidated profit and loss statements for the period ended on the 30th June 2013, in order to disclose a single caption ('Net income/(loss) for the year of discontinued operations') related to net income/(loss) of discontinued operations.

The discontinued operations details in the income statement can be analyzed as follows:

30 June 2013 Restated
(Amounts expressed in euro) Published Discontinuing
operations
Restated
Sales 2,134,794,547 12,695,550 2,122,098,997
Services rendered 404,788,627 324,142,243 80,646,384
Investment income 79,000 - 79,000
Financial income 7,534,188 1,834,458 5,699,730
Other income 216,349,608 3,616,072 212,733,536
Cost of goods sold and materials consumed (1,663,207,858) (15,089,922) (1,648,117,936)
Changes in stocks of finished goods and work in progress 138,910 - 138,910
External supplies and services (454,560,452) (167,384,434) (287,176,018)
Staff costs (327,277,161) (23,137,967) (304,139,194)
Depreciation and amortisation (163,158,541) (68,442,271) (94,716,270)
Provisions and impairment losses (14,023,397) (4,823,229) (9,200,168)
Financial expense (52,763,697) (1,603,066) (51,160,631)
Other expenses (27,447,120) (8,119,805) (19,327,315)
Share of results of joint ventures and associated undertakings (2,619,889) - (2,619,889)
Profit/(Loss) from continuing operations, before taxation 58,626,765 53,687,629 4,939,136
Taxation (10,279,104) (6,329,908) (3,949,196)
Profit/(Loss) from continuing operations, after taxation 48,347,661 47,357,721 989,940
Profit/(Loss) from discontinuing operations, after taxation - (47,357,721) 47,357,721
Consolidated profit/(Loss) for the period 48,347,661 - 48,347,661
Attributable to equity holders of the Parent Company: 39,845,039 - 39,845,039
Attributable to non-controlling interests 8,502,622 - 8,502,622

5 GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by Sonae on the 30th June 2014 and 31st December 2013 are as follows:

Percentage of capital held
30 June 2014 31 December 2013
COMPANY Head Office Direct Total* Direct Total*
Sonae - SGPS, S.A. Maia MÃE MÃE MÃE MÃE
Retail
Arat Inmuebles, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Azulino Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
BB Food Service, 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%
Bom Momento - Restauração, SA a) Maia 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%
Contibomba - Comércio e Distribuição de
Combustíveis, SA
a) Matosinhos 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%
Continente Hipermercados, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Cumulativa - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Discovery Sports, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Farmácia Selecção, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Fashion Division, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fashion Division Canárias, SL a) Tenerife (Spain) 100.00% 100.00% 100.00% 100.00%
Fozimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fozmassimo - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado
Imosede
a) Maia 74.15% 74.15% 74.15% 74.15%
Fundo de Investimento Imobiliário Imosonae Dois a) Maia 98.91% 98.91% 99.48% 99.48%
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%
Imoconti - 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%
Infofield - Informática, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Marcas MC, zRT a) Budapest
(Hungary)
100.00% 100.00% 100.00% 100.00%
MJLF - Empreendimentos Imobiliários, SA a) Maia 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%
Modelo Continente Hipermercados, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Continente International Trade, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Modelo.com - Vendas p/Correspond., SA a) Maia 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%
Predicomercial - Promoção Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
2) Predilugar – Sociedade Imobiliária, SA a) Maia 100.00% 100.00% - -
SDSR – Sports Division SR, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Selifa - Empreendimentos Imobiliários de Fafe, 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%
SIAL Participações, Ltda a) São Paulo (Brazil) 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%
Soflorin, BV a) Amsterdam
(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 Center Serviços II, SA a) Maia 100.00% 100.00% 100.00% 100.00%
2) Sonae Financial Services, S.A. a) Maia 100.00% 100.00% - -
Sonae Investimentos, SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae MC – Modelo Continente SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae Retalho España - Servicios Generales, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sonaegest-Soc.Gest.Fundos Investimentos, SA a) Maia 100.00% 90.00% 100.00% 90.00%
Sonaerp - Retail Properties, SA a) Porto 100.00% 100.00% 100.00% 100.00%
3) SONAESR – Serviços e logística, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sport Zone Canárias, SL a) Tenerife (Spain) 51.00% 51.00% 51.00% 51.00%
Sonae Specialized Retail, SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonvecap, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sport Zone España - Comércio de Articulos de
Deporte, SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sport Zone spor malz.per.satis ith.ve tic.ltd.sti a) Istambul (Turkey) 100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de
Canaveses
92.76% 92.76% 92.76% 92.76%
Tlantic, BV a) Amsterdam
(Netherlands)
77.66% 77.66% 77.66% 77.66%
Tlantic Portugal - Sistemas de Informação, SA a) Maia 77.66% 77.66% 77.66% 77.66%
Tlantic Sistemas de Informação, Ltda a) Porto Alegre
(Brazil)
77.66% 77.66% 77.66% 77.66%
Valor N, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
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%
Worten Canárias, SL a) Tenerife (Spain) 51.00% 51.00% 51.00% 51.00%
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 (Turkey) 100.00% 100.00% 100.00% 100.00%
ZYEvolution-Invest.Desenv., SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Investment Management
ADD Avaliações Engenharia de Avaliações e
Perícias, Ltda
a) Brazil 100.00% 50.00% 100.00% 50.00%
Cape Tecnologies Limited a) Dublin (Ireland) 100.00% 89.90% 100.00% 75.07%
Digitmarket - Sistemas de Informação, SA a) Maia 75.10% 67.52% 75.10% 56.37%
Herco Consultoria de Risco e Corretora de Seguros, a) Brazil 100.00% 50.01% 100.00% 50.01%
Ltda
Herco Consultoria de Risco, SA
a) Maia 100.00% 50.01% 100.00% 50.01%
HighDome PCC Limited a) Malta 100.00% 50.01% 100.00% 50.01%
Larim Corretora de Resseguros Ltda a) Brazil 99.99% 50.01% 99.99% 50.01%
Lazam/mds Correctora Ltda a) Brazil 100.00% 50.01% 100.00% 50.01%
4) Lugares Virtuais, SA a) Maia 100.00% 89.90% 100.00% 75.07%
Mainroad – Serviços em Tecnologias de Informação, a) Maia 100.00% 89.90% 100.00% 75.07%
S.A.
MDS - Corretor de Seguros, SA
a) Porto 100.00% 50.01% 100.00% 50.01%
MDS Affinity-Sociedade de Mediação Lda a) Porto 100.00% 50.01% 100.00% 50.01%
MDS África, SGPS, SA a) Porto 100.00% 50.01% 100.00% 50.01%
MDS Auto - Mediação de Seguros, SA a) Porto 50.01% 25.01% 50.01% 25.01%
Mds Knowledge Centre, Unipessoal, Lda a) Lisbon 100.00% 50.01% 100.00% 50.01%
MDS Malta Holding Limited a) Malta 100.00% 50.01% 100.00% 50.01%
MDS, SGPS, SA a) Maia 50.01% 50.01% 50.01% 50.01%
4) Miauger - Org. Gestão Leilões Electrónicos, SA a) Maia 100.00% 89.90% 100.00% 75.07%
Modelo - Distribuição de Materiais de Construção,
SA
a) Maia 50.00% 50.00% 50.00% 50.00%
PCJ-Público, Comunicação e Jornalismo, SA a) Maia 100.00% 89.90% 100.00% 75.07%
Praesidium Services Limited a) Berkshire (U.K.) 100.00% 89.90% 100.00% 75.07%
Público - Comunicação Social, SA a) Porto 100.00% 89.90% 100.00% 75.07%
RSI Corretora de Seguros, Ltda a) Brazil 100.00% 50.01% 100.00% 50.01%
Saphety – Transacciones Electronicas SAS a) Bogota
(Colombia)
86.99% 78.21% 86.99% 65.30%
Saphety Brasil Transações Eletrônicas Lda a) São Paulo
(Brazil)
86.99% 78.21% 86.99% 65.30%
Saphety Level - Trusted Services, SA a) Maia 86.99% 78.21% 86.99% 65.30%
Sonaecom – Serviços Partilhados, SGPS, SA a) Maia 100.00% 89.90% 100.00% 75.07%
Sonaecom - Sistemas de Informação, SGPS, SA a) Maia 100.00% 89.90% 100.00% 75.07%
Sonaecom - Sistemas de Información España, SL a) Madrid (Spain) 100.00% 89.90% 100.00% 75.07%
Sonaecom BV a) Amsterdam
(Netherlands)
100.00% 89.90% 100.00% 75.07%
Sonaecom, SGPS, SA a) Maia 90.08% 89.90% 75.44% 75.07%
Sonaetelecom, BV a) Amsterdam
(Netherlands)
100.00% 89.90% 100.00% 75.07%
Tecnológica Telecomunicações, Ltda a) Rio de Janeiro
(Brazil)
99.99% 89.81% 99.99% 74.99%
We Do Brasil Soluções Informáticas, Ltda a) Rio de Janeiro
(Brazil)
99.91% 89.82% 99.91% 74.99%
We Do Consulting - Sistemas de Informação, SA a) Maia 100.00% 89.90% 100.00% 75.07%
We Do Poland Sp.Z.o.o. a) Posnan (Poland) 100.00% 89.90% 100.00% 75.07%
We Do Technologies (UK) Limited a) Berkshire (U.K.) 100.00% 89.90% 100.00% 75.07%
We Do Tecnologies Americas, Inc. a) Delaware
(USA)
100.00% 89.90% 100.00% 75.07%
We Do Technologies Australia PTY Limited a) Sidney (Australia) 100.00% 89.90% 100.00% 75.07%
We Do Technologies Egypt Limited Liability
Company
a) Cairo (Egypt) 100.00% 89.90% 100.00% 75.07%
We Do Technologies Mexico S. de RL a) México City 100,00% 89.90% 100.00% 75.07%
We Do Technologies Panamá SA a) Panamá City 100.00% 89.90% 100.00% 75.07%
We Do Technologies Singapore PTE. LDT a) Singapore 100.00% 89.90% 100.00% 75.07%
We Do Tecnologies BV a) Amsterdam
(Netherlands)
100.00% 89.90% 100.00% 75.07%
Others
Libra Serviços, Lda a) Funchal 100.00% 100.00% 100.00% 100.00%
Sonae Investments, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae RE, SA a) Luxembourg 99.92% 99.92% 99.92% 99.92%
Sonaecenter Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sontel, BV a) Maia 100.00% 100.00% 100.00% 100.00%

*the percentage of ownership total represents the total direct and indirect percentage on the share capital held by the Group.

  • a) Control held by majority of voting rights;
  • b) Control held by Management control;
  • 1) Company disposal during the period;
  • 2) Company created during the period;
  • 3) Ex-SDSR Sports Division 2, SA;
  • 4) Company liquidated during the period.

These entities are consolidated using the full consolidation method.

6 JOINTLY CONTROLLED ENTITIES AND ASSOCIATED COMPANIES

Jointly controlled entities and associated companies included in the consolidated financial statements, their head offices and the percentage of share capital held by Sonae on the 30th June 2014 and 31st December 2013 are as follows:

6.1 Jointly Controlled Entities

Percentage of share capital held
30 June 2014 31 December 2013
COMPANY Head Office Direct Total* Direct Total*
Shopping Centres
3shoppings - Holding, SGPS, SA Maia 100.00% 25.05% 100.00% 25.05%
8ª avenida Centro Comercial, SA Maia 100.00% 23.75% 100.00% 23.75%
Adlands BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
Aegean Park, SA Athens(Greece) 100.00% 25.00% 100.00% 25.00%
ALBCC – Albufeirashopping – Centro Comercial, SA Maia 50.00% 11.88% 50.00% 11.88%
ALEXA Administration GmbH Berlin (Germany) 100.00% 25.00% 100.00% 25.00%
ALEXA Holding GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
ALEXA Shopping Centre GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Algarveshopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
ARP Alverca Retail Park, SA Maia 100.00% 50.00% 50.00% 25.00%
Arrábidashopping - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Avenida M-40, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Beralands BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Campo Limpo Lda S. Paulo (Brazil) 20.00% 3.33% 20.00% 3.33%
Cascaishopping - Centro Comercial, SA Maia 50.00% 28.62% 50.00% 28.62%
Cascaishopping Holding I, SGPS, SA Maia 100.00% 28.62% 100.00% 28.62%
CCCB Caldas da Rainha - Centro Comercial,SA Maia 100.00% 50.00% 100.00% 50.00%
Centro Colombo - Centro Comercial, SA Maia 100.00% 12.53% 100.00% 12.53%
Centro Vasco da Gama - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Coimbrashopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
Colombo Towers Holding, BV The Hague
( Netherlands)
50.00% 25.00% 50.00% 25.00%
Craiova Mall BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Dortmund Tower GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Dos Mares - Shopping Centre, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Dos Mares - Shopping Centre, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Estação Viana - Centro Comercial, SA Viana do Castelo 100.00% 25.05% 100.00% 25.05%
Freccia Rossa - Shopping Centre, Srl Milan (Italy) 50.00% 25.00% 50.00% 25.00%
Fundo de Investimento Imobiliário Parque Dom Pedro
Shopping Center (FundII)
São Paulo (Brazil) 50.00% 10.34% 50.00% 10.34%
Fundo de Investimento Imobiliário Shopping Parque Dom
Pedro Shopping
São Paulo (Brazil) 87.61% 15.78% 87.61% 15.78%
Gaiashopping I - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Gaiashopping II - Centro Comercial, SA Maia 100.00% 12.53% 100.00% 12.53%
Gli Orsi Shopping Centre 1, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Guimarãeshopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
Harvey Dos Iberica, SL Madrid (Spain) 50.00% 12.53% 50.00% 12.53%
Iberian Assets, SA Madrid (Spain) 49.78% 12.47% 49.78% 12.47%
1) Inparsa - Gestão de Galeria Comerc., SA Maia 100.00% 50.00% 100.00% 50.00%
Ioannina Development of Shopping Centres, SA Athens(Greece) 100.00% 50.00% 100.00% 50.00%
La Farga - Shopping Centre, SL Madrid (Spain) 100.00% 12.48% 100.00% 12.48%
Land Retail, BV Amsterdam
(Netherlands)
100.00% 32.19% 100.00% 32.19%
Larissa Development of Shopping Centres, SA Athens(Greece) 100.00% 25.00% 100.00% 25.00%
LCC – Leiriashopping – Centro Comercial, SA Maia 100.00% 23.75% 100.00% 23.75%
Le Terrazze – Shopping Centre 1, Srl Milan (Italy) 50.00% 25.00% 50.00% 25.00%
Loop 5 - Shopping Centre Gmbh Dusseldorf (Germany) 50.00% 25.00% 50.00% 25.00%
Loureshopping – Centro Comercial, SA Maia 50.00% 11.88% 50.00% 11.88%
Luz del Tajo - Centro Comercial, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Luz del Tajo, BV Amsterdam
(Netherlands)
100.00% 25,05% 100,00% 25,05%
Madeirashopping - Centro Comercial, SA Funchal (Madeira) 50.00% 12.53% 50.00% 12.53%
Maiashopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
Münster Arkaden, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Norte Shopping Retail and Leisure Centre, BV Amsterdam
(Netherlands)
50.00% 12.53% 50.00% 12.53%
Norteshopping - Centro Comercial, SA Maia 100.00% 12.53% 100.00% 12.53%
Pantheon Plaza BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
Paracentro - Gestão de Galerias Comerciais, SA Maia 100.00% 50.00% 100.00% 50.00%
Park Avenue Developement of Shopping Centers, SA Athens(Greece) 100.00% 25.00% 100.00% 25.00%
Parklake Shopping, Srl Bucharest (Romania) 50.00% 25.00% 50.00% 25.00%
Parque Atlântico Shopping - Centro Comercial SA Ponta Delgada (Azores) 50.00% 12.53% 50.00% 12.53%
Parque D. Pedro 1, BV Sarl Luxembourg 100.00% 25.00% 100.00% 25.00%
Parque de Famalicão - Empreendimentos Imobiliários, SA Maia 100.00% 50.00% 100.00% 50.00%
Pátio Boavista Shopping, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Campinas Shopping, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Goiânia Shopping, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Londrina Empreendimentos e Participações, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio São Bernardo Shopping Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Sertório Shopping Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Uberlândia Shopping Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Plaza Eboli - Centro Comercial, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Plaza Mayor Parque de Ócio, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Plaza Mayor Parque de Ócio, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Plaza Mayor Shopping, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Plaza Mayor Shopping, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
PORTCC – Portimãoshopping – Centro Comercial, SA Maia 50.00% 11.88% 50.00% 11.88%
Project SC 1, BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
Project Sierra 10 BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 11, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 12, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 2, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 6, BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
Project Sierra 8 BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Project Sierra Four Srl Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
Project Sierra Germany 2 (two), Shopping Centre GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Project Sierra Germany 4 (four), Shopping Centre, GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 1, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 2 - Centro Comercial, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
1) Project Sierra Spain 2, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 3, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 7 - Centro Comercial, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Project Sierra Two Srl Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
Rio Sul – Centro Comercial, SA Lisbon 50.00% 11.88% 50.00% 11.88%
River Plaza BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
River Plaza Mall, Srl Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
S.C. Microcom Doi Srl Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
SC Aegean, BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
SC Mediterranean Cosmos, BV Amsterdam
(Netherlands)
50.00% 12.53% 50.00% 12.53%
Serra Shopping – Centro Comercial, SA Covilhã 50.00% 11.88% 50.00% 11.88%
Shopping Centre Colombo Holding, BV Amsterdam
(Netherlands)
50.00% 12.53% 50.00% 12.53%
Shopping Centre Parque Principado, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Sierra Asia Limited Hong Kong 100.00% 50.00% 100.00% 50.00%
Sierra Berlin Holding BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Brazil 1, BV Amsterdam
(Netherlands)
100.00% 25.00% 100.00% 25.00%
Sierra Central, S.A.S. Santiago de Cali
(Colombia)
50.00% 25.00% 50.00% 25.00%
Sierra Cevital Shopping Center, Spa Argelia 49.00% 24.50% 49.00% 24.50%
Sierra Corporate Services Holland, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Developments Holding, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Developments, SGPS, SA Maia 100.00% 50.00% 100.00% 50.00%
Sierra European Retail Real Estate Assets Holdings, BV Amsterdam
(Netherlands)
50.10% 25.05% 50.10% 25.05%
Sierra Germany GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Sierra GP, Limited Guernesey (U.K.) 100.00% 50.00% 100.00% 50.00%
Sierra Greece, SA Athens(Greece) 100.00% 50.00% 100.00% 50.00%
Sierra Investimentos Brasil Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Sierra Investments (Holland) 1, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments (Holland) 2, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments Holding, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments SGPS, SA Maia 100.00% 50.00% 100.00% 50.00%
1) Sierra Italy Holding, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Italy, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Sierra Management, SGPS, SA Maia 100.00% 50.00% 100.00% 50.00%
Sierra Portugal, SA Lisbon 100.00% 50.00% 100.00% 50.00%
Sierra Project Nürnberg BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Property Management Greece, SA Athens(Greece) 100.00% 50.00% 100.00% 50.00%
Sierra Real Estate Greece BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Reval Gayrimenkul Yönetim Pazarlama ve
Danışmanlık A.Ş.
Istambul
(Turkey)
50.00% 25.00% 50.00% 25.00%
Sierra Services Holland 2 BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Solingen Holding GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Sierra Spain – Shopping Centers Services, SL Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Sierra Spain 2 Services, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Sierra Zenata Project B.V Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Solingen Shopping Center GmbH Dusseldorf (Germany) 50.00% 25.00% 50.00% 25.00%
Sonae Sierra Brasil, SA São Paulo (Brazil) 66.65% 16.66% 66.65% 16.66%
Sonae Sierra Brazil, BV Sarl Luxembourg 50.00% 25.00% 50.00% 25.00%
Sonae Sierra, SGPS, SA Maia 50.00% 50.00% 50.00% 50.00%
SPF - Sierra Portugal Luxembourg 100.00% 50.00% 100.00% 50.00%
SPF - Sierra Portugal Real Estate, Sarl Luxembourg 47.50% 23.75% 47.50% 23.75%
Torre Ocidente - Imobiliária, SA Maia 50.00% 12.50% 50.00% 12.50%
Unishopping Consultoria Imobiliária, Ltda São Paulo (Brazil) 99.98% 16.66% 99.98% 16.66%
Via Catarina - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Vuelta Omega, S.L. Madrid (Spain) 100.00% 12.53% 100.00% 12.53%
Weiterstadt Shopping BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Zubiarte Inversiones Inmobiliarias, SA Madrid (Spain) 49.83% 12.48% 49.83% 12.48%
Telecommunications
ZOPT, SGPS, SA Porto 50.00% 44.70% 50.00% 37.54%

Investment Management

Equador & Mendes - Agência de Viagens e Turismo, Lda Lisbon 50.00% 37.50% 50.00% 37.50%
Movimentos Viagens - Viagens e Turismo, Sociedade
Unipessoal, Lda
Lisbon 50.00% 50.00% 50.00% 50.00%
Nova Equador Internacional, Agência de Viagens e
Turismo, Lda
Lisbon 50.00% 50.00% 50.00% 50.00%
Nova Equador P.C.O. e Eventos, Sociedade Unipessoal, Lda Lisbon 50.00% 50.00% 50.00% 50.00%
Raso SGPS, SA Lisbon 50.00% 50.00% 50.00% 50.00%
Raso - Viagens e Turismo, SA Lisbon 50.00% 50.00% 50.00% 50.00%
SIRS – Sociedade Independente de Radiodifusão Sonora,
SA
Porto 45.00% 40.23% 45.00% 33.78%
Unipress - Centro Gráfico, Lda Vila Nova de Gaia 50.00% 44.70% 50.00% 37.54%
Viagens y Turismo de Geotur España, S.L. Madrid (Spain) 50.00% 50.00% 50.00% 50.00%

* the percentage of total ownership represents the total direct and indirect percentage on the share capital held by the Group.

1) Company liquidated during the period.

6.2 Associated Companies

Percentage of share capital held
30 June 2014 31 December 2013
COMPANY Head Office Direct Total* Direct Total*
Retail
Sempre a Postos - Produtos Alimentares e Utilidades, Lda Lisbon 25.00% 25.00% 25.00% 25.00%
1) Mundo Vip – Operadores Turísticos, SA Lisbon - - 33.34% 33.34%

* the percentage of ownership total represents the total direct and indirect percentage on the share capital held by the Group.

1) Associated Company liquidated during the period.

Jointly controlled companies and associated companies were included in the consolidated financial statements by the equity method.

The share value of investments in jointly controlled entities and associated companies can be presented as follows:

COMPANY 30 June 2014 31 December 2013
Shopping Centres
Sonae Sierra SGPS, SA (consolidated)
465,709,538 427,254,900
Telecommunications
ZOPT, SGPS, S.A. (consolidated)
701,485,527 709,606,944
Investment Management
Raso SGPS, SA (consolidated)
Unipress - Centro Gráfico, Lda
SIRS - Sociedade Independente de Radiodifusão Sonora, SA
6,015,847
1,021,396
-
6,147,367
882,859
-
Investments in joint ventures 1,174,232,308 1,143,892,070
Retail
Sempre a Postos - Produtos Alimentares e Utilidades, Lda
Mundo Vip - Operadores Turísticos, SA
961,937
-
899,945
-
Investment in associated companies 961,937 899,945
Total 1,175,194,245 1,144,792,015

The aggregated values of main financial indicators of joint controlled companies can be summarized as follows:

30 June 2014 31 December 2013
Joint ventures Assets Liabilities Equity Assets Liabilities Equity
Investment Management 79,340,343 50,193,053 29,147,290 72,460,580 42,979,002 29,481,578
Shopping Centres b) 2,083,656,783 854,219,806 1,229,436,977 1,990,317,894 863,421,393 1,126,896,501
Telecommunications b) 4,419,596,000 1,910,939,000 2,508,657,000 4,413,649,000 1,902,694,000 2,510,955,000
TOTAL 6,582,593,126 2,815,351,859 3,767,241,267 6,476,427,474 2,809,094,395 3,667,333,079
30 June 2014 30 June 2013
Joint ventures Income Expenses Net Profit Income Expenses Net Profit
Investment Management 22,953,661 23,146,650 (192,989) 23,153,594 24,126,968 (973,374)
Shopping Centres b) 179,778,435 98,838,218 80,940,218 71,470,269 97,202,870 (25,732,601)
Telecommunications a)b) 691,041,040 655,849,910 35,191,130 - - -
TOTAL 893,773,136 777,834,778 115,938,359 94,623,863 121,329,838 (26,705,975)

a) The variation from 2013 to 2014 arise from the inclusion of Zopt group;

b) Disclosed values are relative to the consolidated accounts of Sonae Sierra and Zopt.

The aggregated values of main financial indicators of associated companies can be summarized as follows:

30 June 2014 31 December 2013
Associated companies Assets Liabilities Equity Assets Liabilities Equity
Retail 9,845,721 5,997,975 3,847,746 12,140,682 11,125,907 1,014,775
TOTAL 9,845,721 5,997,975 3,847,746 12,140,682 11,125,907 1,014,775
30 June 2014 30 June 2013
Associated companies Income Expenses Net Profit Income Expenses Net Profit
Retail 25,240,923 24,927,175 313,748 23,144,686 23,745,412 (600,726)
TOTAL 25,240,923 24,927,175 313,748 23,144,686 23,745,412 (600,726)

During the period ended at 30th June 2014 and 2013, movements in investments in joint ventures and associated companies are as follows:

30 June 2014 30 June 2013
Joinr ventures and associated companies Proportion on
equity
Goodwill Total
investment
Proportion on
equity
Goodwill Total
investment
Initial balance as at January,1 1,067,537,011 77,255,004 1,144,792,015 379,191,284 77,255,004 456,446,288
Gains or losses in joint controlled and
associated companies
32,895,032 - 32,895,032 (2,619,889) - (2,619,889)
Distributed dividends (87,095) - (87,095) (158,202) - (158,202)
Effect in equity capital and non-controlling
interests
(2,405,707) - (2,405,707) (7,272,829) - (7,272,829)
1,097,939,241 77,255,004 1,175,194,245 369,140,364 77,255,004 446,395,368

The effect on equity is mainly the result of currency translation figures of companies with a functional currencies different form euro.

7 OTHER NON – CURRENT INVESTMENTS

The caption other non-current investments, their head offices, percentage of share capital held and book value on the 30th June 2014 and 31st December 2013, are as follows:

Percentage of share capital held
30 June 2014 31 December 2013 Statment of financial position
Company Head Office Direct Total Direct Total 30 June 2014 31 December 2013
Retail
Dispar - Distrib. de Participações, SGPS, SA Lisbon 7.14% 7.14% 7.14% 7.14% 9,976 9,976
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 748,197 748,197
Insco - Insular de Hipermerc., SA Ponta Delgada 11.11% 11.11% 133,162 -
Investment Management
Lusa - Agên. de Notícias de Portugal, SA Lisbon 1.38% 1.24% 1.38% 0.75% 197,344 97,344
Cooper Gay Swett & Crawford ltd London 9.72% 4.86% 9.72% 4.86% 15,468,095 15,468,095
Other investments 14,692,691 15,668,225
Total (Note 12) 31,249,465 31,991,837

On the 30th June 2014, are included in "Other Investments", among others 12,513,275 euro (12,512,681 euro on the 31st December 2013) related to deposited amounts on an Escrow Account which is invested in investment funds with superior rating and contractual liability guarantees assumed in the disposal of a Brazil Retail business and for which provisions were recorded in the applicable situations (Note 24).

Although in accordance with the deadlines contractually established, the Escrow Account should have already been released by the buyer, that didn't happen as there are some points of disagreement on the use of the Escrow Account, namely as whether or not, to retain the Escrow Account for on-going fiscal procedures that have not yet been decided (Note 25). It is the understanding of the Board of Directors, based on legal opinions of Brazilian and Portuguese lawyers that the reason attends to Sonae.

Financial investment in Cooper Gay Sweet & Crawford Ltd maintained its fair value on the 31st December 2013. The valuation of this investment was performed on a binding acquisition proposal received from an unrelated entity and knowledgeable entity of the sector in the last quarter of 2013, which was not considered appropriate by the board of directors of the company.

8 CHANGES IN CONSOLIDATION PERIMETER

On January 2014, the Group sold its subsidiary Fozmassimo – Sociedade Imobiliária, SA to an external entity. The impact on the financial statements can be analyzed as follows:

On the date of
disposal
Net assets
Tangible and intangible assets (Note 9 and 10) 2,777,380
Other assets 23,820
Cash and cash equivalents 14,771
Deferred tax liabilities (77,521)
Other liabilities (62,509)
2,675,941
Profit in disposal 297,373
Consideration received 2,973,313
Effective cash payment received 2,973,313
Future cash receivements -
2,973,313
Net cash-flow arising from disposal
Effective cash payment received 2,973,313
Cash and cash equivalents disposed (14,771)
2,958,542
On the date of
disposal
Sales 200,406
Other income 2,329
Other expenses (109,011)
Net financial expenses 61,418
Profit/(Loss) before taxation 155,142
Profit/(Loss) before taxation (35,122)
Profit/(Loss) after taxation 120,020

9 TANGIBLE ASSETS

During the six month period ended on the 30th June 2014 and 2013, movements in tangible assets as well as depreciation and accumulated impairment losses are made up as follows:

Tangible assets
Tangible Total
Land and Plant and Assets Tangible
Buildings Machinery Others in progress Assets
Gross assets:
Opening balance as at 1 January 2014 1,659,329,823 1,248,692,623 176,539,371 31,848,923 3,116,410,740
Investment 4,110,640 865,184 324,585 48,807,315 54,107,724
Disposals (1,454,856) (19,489,717) (3,118,526) (3,914,286) (27,977,385)
Disposals of subsidiaries (Note 8) (2,758,249) (397,643) (3,492) - (3,159,384)
Exchange rate effect 32,452 119,127 328,560 896 481,035
Transfers 9,712,129 32,858,424 6,274,809 (50,139,995) (1,294,633)
Closing balance as at 30 June 2014 1,668,971,939 1,262,647,998 180,345,307 26,602,853 3,138,568,097
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2014 409,943,585 737,980,900 141,321,852 - 1,289,246,337
Depreciation of the period 12,770,815 50,553,792 6,911,904 - 70,236,511
Disposals 595,269 (16,017,179) (2,992,267) - (18,414,177)
Disposals of subsidiaries (Note 8) (210,643) (168,610) (3,492) - (382,745)
Exchange rate effect 16,878 96,941 225,638 - 339,457
Transfers 297,244 (533,650) (399,260) - (635,666)
Closing balance as at 30 June 2014 423,413,148 771,912,194 145,064,375 - 1,340,389,717
Carrying amount as at 30 June 2014 1,245,558,791 490,735,804 35,280,932 26,602,853 1,798,178,380
Tangible assets
Tangible Total
Land and Plant and Assets Tangible
Buildings Machinery Others in progress Assets
Gross assets:
Opening balance as at 1 January 2013 1,944,250,596 2,269,285,934 392,604,946 52,690,950 4,658,832,426
Investment 970,971 2,726,451 8,598,777 56,146,618 68,442,817
Disposals (565,186) (17,119,744) (5,685,478) (1,741,672) (25,112,080)
Exchange rate effect (25,543) (109,616) (290,191) (5,978) (431,328)
Transfers 6,451,869 55,540,472 2,765,841 (66,708,744) (1,950,562)
Closing balance as at 30 June 2013 1,951,082,707 2,310,323,497 397,993,895 40,381,174 4,699,781,273
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2013 448,370,593 1,274,180,207 333,171,848 - 2,055,722,648
Depreciation of the period 17,174,866 87,356,209 16,649,097 - 121,180,172
Disposals (176,999) (15,921,341) (5,561,963) - (21,660,303)
Exchange rate effect (10,206) (68,891) (182,212) - (261,309)
Transfers (168,960) (3,350,621) (936,536) - (4,456,117)
Closing balance as at 30 June 2013 465,189,294 1,342,195,563 343,140,234 - 2,150,525,091
Carrying amount as at 30 June 2013 1,485,893,413 968,127,934 54,853,661 40,381,174 2,549,256,182

The investment during the period ended on the 30th June 2014 and 2013 includes:

  • approximately 46 million euro (38 million euro in 2013) of assets acquisition primarily associated with the opening and remodelling of stores of Sonae retail operating segments;

  • approximately 19.6 million euro in 2013 of assets acquisition associated with the UMTS operation (Universal Mobile Telecommunications Service), HSDPA (Kanguru Express), GSM (Global Standard for Mobile Communications), GPRS (General Packet Radio Service), FTTH (Fibre-to-the-Home) and LTE (Long Term Evolution). On the 27th August 2013, following the merger of Zon Optimus, the telecommunications business, including the above assets, was not recognizable (Note 4).

Major amounts included under the caption "Tangible assets in progress" refer to the following projects:

30 June 2014 30 June 2013
Refurbishment and expansion of stores in the retail businesses located in Portugal 16,695,807 18,836,583
Refurbishment and expansion of stores in the retail businesses located in Spain 900,988 621,332
Projects of "Continente" stores for which advance payments were made 8,639,900 8,304,617
Deployment of fixed and mobile network - 8,649,784
Others 366,158 3,968,858
26,602,853 40,381,174

The variation observed in caption "Development of fixed and mobile network" due to the derecognition of assets related to the telecommunications sector in 2013.

The caption "depreciation and impairment losses of the period' in June 2013 included approximately 68.4 million euro that were reclassified to discontinued operations in the income statement (Note 4).

10 INTANGIBLE ASSETS

During the six month period ended on the 30th June 2014 and 2013, movements in intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:

Intangible assets
Intangible Total
Patents and other assets Intangible
similar rights Others in progress Assets
Gross assets:
Opening balance as at 1 January 2014 115,657,930 273,625,596 29,084,967 418,368,493
Investment 9,680 414,419 22,794,334 23,218,433
Disposals (276,277) (894,004) (81,870) (1,252,151)
Disposals of subsidiaries (Note 8) (741) - - (741)
Exchange rate effect 67,258 2,488,055 10,639 2,565,952
Transfers 160,349 15,247,908 (15,594,686) (186,429)
Closing balance as at 30 June 2014 115,618,199 290,881,974 36,213,384 442,713,557
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2014 32,462,492 183,051,845 - 215,514,337
Depreciation of the period 2,718,052 11,516,315 - 14,234,367
Disposals (275,121) (870,281) - (1,145,402)
Disposals of subsidiaries (Note 8) - - - -
Exchange rate effect 30,712 1,088,061 - 1,118,773
Transfers 32,207 (59,861) - (27,654)
Closing balance as at 30 June 2014 34,968,342 194,726,079 - 229,694,421
Carrying amount as at 30 June 2014 80,649,857 96,155,895 36,213,384 213,019,136
Intangible assets
Intangible Total
Patents and other assets Intangible
similar rights Others in progress Assets
Gross assets:
Opening balance as at 1 January 2013 574,470,896 548,119,686 44,117,440 1,166,708,022
Investment 11,369,477 549,169 20,284,984 32,203,630
Disposals (434) (173,256) (251,407) (425,097)
Exchange rate effect (42,110) (2,214,142) (4) (2,256,256)
Transfers 243,216 9,221,939 (11,679,157) (2,214,002)
Closing balance as at 30 June 2013 586,041,045 555,503,396 52,471,856 1,194,016,297
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2013 205,977,682 398,275,118 - 604,252,800
Depreciation of the period 21,915,900 20,058,503 - 41,974,403
Disposals (434) (171,029) - (171,463)
Exchange rate effect (10,622) (862,949) - (873,571)
Transfers (36,181) (1,163,540) - (1,199,721)
Closing balance as at 30 June 2013 227,846,345 416,136,103 - 643,982,448
Carrying amount as at 30 June 2013 358,194,700 139,367,293 52,471,856 550,033,849

Under the agreed terms resulting from the grant of the UMTS License, Optimus – Comunicações, S.A., committed to contribute to the promotion of an 'Information Society', the total amount of the obligations assumed arose to 274 million euro which will have to be fulfilled until the end of 2015.

In accordance with the Agreement established on the 5th June 2007 with the Ministério das Obras Públicas, Transportes e Comunicações ('MOPTC') part of these commitments, up to 159 million euro, would be realized through own projects eligible as contributions to the 'Information Society' which will be incurred under the normal course of Optimus – Comunicações, S.A.'s business (investments in network and technology, if not directly related with the accomplishment of other obligations inherent to the attribution of the UMTS License, and activities of research, development and promotion of services, contents and applications). These own projects must be recognized by the MOPTC and by entities created specifically for this purpose. The total amount was already incurred and validated by the above referred entities, so, at this date, there are no additional responsibilities related to these commitments. These charges were recorded in the attached financial statements at the moment the projects were carried out and the estimated costs became known.

The remaining commitments, up to 116 million euro, has been realized, as agreed between Optimus – Comunicações S.A. and MOPTC, through contributions to the 'Iniciativas E' project (modem offers, discounts on tariffs, cash contributions, among others, assigned to the widespread use of broadband internet for students and teachers). These contributions are made through the 'Fund for the Information Society', now known as the 'Fundação para as Comunicações Móveis' (Foundation for Mobile Communications), established by the three mobile operators with businesses in Portugal. All responsibility was recognized as an additional cost of UMTS license, against an entry in the captions 'Other non-current liabilities' and 'Other current liabilities'. Thus, on the 31st December 2013, all the responsibilities with such commitments were derecognized from consolidated financial statements following the merger between Optimus SGPS and Zon following derecognition of assets and liabilities of the telecommunications business (Note 4).

Intangible assets on the 30th June 2013, include an amount of approximately 110 million euro, corresponding to the current value of future payments related with the acquisition of rights of use for frequency (spectrum) bands of 800 MHz, 1800 MHz and 2600 MHz, which will be used to develop 4th generation services (LTE - Long Term Evolution). During the year ended 31st December 2012, considering the availability of LTE (Long Term Evolution) technology (although subject to restrictions in some areas of the country) and the subsequent launching the commercial operation, a fraction of the present value of future payments related to the acquisition of rights of use for 4th generation frequencies services was transferred from work in progress (92.9 million euro) and the amortization was started, for an estimated period until 2041. This asset was derecognized, on the 31st December 2013, following the merger between Optimus SGPS and Zon and consequent derecognition of assets and liabilities of the telecommunications segment (Note 4).

On the 30th June 2013, the Group kept recorded under the heading 'Intangible assets – brands and contents' the amount of 166,347,297 euro that correspond to the investments net of depreciations made in the development of the UMTS network, including: (i) 53,505,042 euro related to the license; (ii) 17,573,859 euro related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators with activity in Portugal; (iii) 5,338,249 euro related to a contribution, established in 2007, under an agreement entered with 'MOPCT' and the three mobile telecommunication operators in Portugal; and (iv) 86,424,087 euro related with the programme 'Initiatives E', these last two associated to the commitments assumed by the Group in relation to the 'Information Society'. These assets were derecognized, on the 31st December 2013, following the merger between Optimus SGPS and Zon and consequent derecognition of assets and liabilities of the telecommunications segment (Note 4).

Additionally the caption "Patents and other similar rights" includes the acquisition cost of a group of brands with indefinite useful lives among which the "Continente" brand, acquired in previous years, amounting to 75,000,000 euro (the same amount on 2013).

11 GOODWILL

During the six month period ended on the 30th June 2014 and 2013 movements in goodwill, as well as in corresponding impairment losses, were made up as follows:

30 June 2014 30 June 2013
Opening balance 624,540,640 664,502,705
Increases - 348,808
Currency translation 2,088,381 (1,881,119)
Write-off (2,325) -
Closing balance 626,626,696 662,970,394
Accumulated impairment losses
Opening balance 14,352,782 6,274,655
Increases - -
Closing balance 14,352,782 6,274,655
Carrying amount: 612,273,914 -
656,695,739

12 OTHERS INVESTMENTS

On the 30th June 2014 and 2013 the movements in caption "Other Investments" can be detailed as follows:

30 June 2014 30 June 2013
Non current Current Non current Current
Other investments:
Fair value (net of impairment losses) as at 1 January 31,991,837 202,448,454 59,877,723 881,581
Acquisitions in the period 24 17 1,651,791 23,093
Disposals in the period (729,570) (141,650,837) (21,614,827) (864,405)
Increase/(Decrease) in fair value 5,389 (7,931,358) (8,573,927) -
Transfers (18,215) 150,763 - -
Fair value (net of impairment losses) as at 30 June 31,249,465 53,017,039 31,340,760 40,269
Derivative financial instruments (Note 20)
Fair value as at 1 January - 35,999 - 30,341
Acquisitions in the period - 468,601 - -
Increase/(Decrease) in fair value - 23,697 - 307,301
Fair value as at 30 June - 528,297 - 337,642
31,249,465 53,545,336 31,340,760 377,911

Under the caption other non-current financial investments an amount of 12,513,275 euro (12,512,674 euro on the 30th June 2013) is recorded related to deposited amounts on an Escrow Account (Note 7). The caption of the "decreases" during 2013 results from the use of the Escrow Account for payment concerning civil and labor cases mentioned in Note 24.

In "Other Investments Currents" are recorded 52,860,154 euro of shares NOS, that resulted from the merger process between Optimus SGPS and ZON (Note 4). This investment is recorded at fair value through profit and loss accounts, since it is an asset for the purpose of selling in the short term. As stated in the shareholder agreement, these shares do not confer any additional voting or interfere in the situation of shared control in Zon Optimus. In June 2014 Zon Optimus, SGPS, SA changed its name to NOS, SGPS, SA.

The decreases on the 30th June 2014 represent the counterpart in shares NOS provided for under the terms of the exchange General Public and Voluntary Offer purchase of shares Sonaecom SGPS, SA. As a result of this offer the Sonaecom has reduced its investment in shares NOS in 26,476,792 shares (141,650,837 euros) (Note 18), and now holds 11,012,532 shares representing 2,14% of the share capital of NOS.

The increase in fair value under the caption "Other current Investments" includes 7,931,359 euro on the recording of the fair value of the participation of NOS. The fair value of the investment is determined based on the price of NOS shares and the respective changes are recorded in the consolidated income statement.

The Other non-current Investments are recorded at acquisition cost net of impairment losses. It is Sonae understanding that no reliable fair value estimate can be made as there is no market data available for these investments. The heading of "Other non-current Investments" includes 3,268,062 euro (3,142,027 euro on the 30th June 2013) of investments recorded at acquisition cost net of impairment losses for the same reasons.

The Other non-current Investments are net of impairment losses (Note 24) amounting to 258,070 euro (86,196 euro on the 30th June 2013).

13 OTHER NON – CURRENT ASSETS

On the 30th June 2014 and 31st December 2013, other non- current assets are detailed as follows:

30 June 2014
Accumulated
impairment
Gross Value
Carrying Amount
losses
31 December 2013
Accumulated
impairment
Gross Value
losses
Carrying Amoun
(Note 24) (Note 24)
Loans granted to related parties 3,570 - 3,570 3,570 - 3,570
Trade accounts receivable and other debtors
Legal deposits 883,536 - 883,536 818,011 - 818,011
Recognition of the value to be received from Wall Mart 8,532,328 - 8,532,328 7,858,057 - 7,858,057
Cautions 4,724,424 - 4,724,424 5,725,333 - 5,725,333
Others 266,918 - 266,918 276,249 - 276,249
14,407,206 - 14,407,206 14,677,650 - 14,677,650
Reinsurer's' share of technical provisions 6,458,811 - 6,458,811 16,789,943 - 16,789,943
Other non-current assets 340,549 - 340,549 499,450 - 499,450
21,210,136 - 21,210,136 31,970,613 - 31,970,613

As a result of the agreements signed in 2005 by the former subsidiary - Sonae Distribuição Brazil, SA (sold to Wal-Mart in 2005) with Carrefour Comércio e Indústria Ltda, Sonae assumed responsibility to compensate Carrefour for the expenses that would arise from the 10 stores licensing process, in the Brazilian state of São Paulo, that were sold to that entity. During 2010, Carrefour triggered a bank warranty "on first demand" amounting to 25,340,145.80 Brazilian real (approximately 8.5 million euro) for alleged expenses incurred with the mentioned stores and that, allegedly, arose from the need to remedy deficiencies cited by competent

authorities for the licensing process. However no evidence of those expenses were presented to Sonae, or proof of the necessity of carrying out such costs for the licensing process as established on the mentioned agreements. The variation in the period is explained by the evolution of the exchange rate of the real against the euro.

It is the understanding of the Board of Directors and the Group attorneys that the amount paid will be recovered. The company already established legal proceedings against Carrefour Comercio e Industria, Ltda., through society Wms - Supermarkets in Brazil, SA (formerly Sonae Distribution Brazil, SA, sold to Wal-Mart Group, as mentioned above) to recover the above mentioned amount (for Sonae, by right of claim on the Wms). It's the Board of Directors and the Group attorneys understanding that the above mentioned amount is recoverable, since Carrefour has never proved the existence of the costs that it claims and which validate the usage of the above mentioned warranty, or through the warranty expiration date (according the Brazilian law).

According to the Group attorneys, the amount improperly received by Carrefour for which a reimbursement will be requested (25,340,145.80 Brazilian real), will bear interests at the SELIC rate. It is expected that the legal proceeding will exist for a period up to 7 years, since its beginning in 2011.

14 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

On the 30th June 2014 and 31st December 2013, trade account receivable and other current assets are detailed as follows:

30 June 2014 31 December 2013
Trade accounts receivable 91,162,664 85,286,518
Taxes recoverable 69,954,112 72,447,501
Granted loans to related companies 7,829,223 8,599,429
Other debtors
Trade creditors - debtor balances 47,426,775 34,270,501
Special regime for payment of tax and social security
debts 28,361,908 28,354,934
Dividends to be received of jointly controlled companies 10,567,050 10,567,050
Vouchers and gift cards 4,009,014 3,289,808
VAT recoverable on real estate assets 1,424,198 2,905,724
Advances to suppliers 455,763 665,532
Reinsurance operations 5,562,716 2,102,625
Deposit in favor of Cosec - 11,798,127
TRS related to own shares - 410,944
Interests and accounts receivable from discontinued activities a) - 10,936,329
Other current assets 24,211,155 23,985,624
122,018,579 129,287,198
Other current assets
Invoices to be issued 9,600,905 6,251,905
Commercial discounts 81,430,107 30,455,235
Prepayments of external supplies and services 13,855,722 12,077,662
Prepayments - Rents 5,855,015 6,210,168
Commissions to be received 1,729,517 2,627,215
Insurance indemnities 6,872,700 2,430,736
Other current assets 12,866,425 11,484,397
132,210,391 71,537,318
Accumulated impairment losses in receivables accounts (Note 24) (21,759,538) (21,486,090)
401,415,431 345,671,874

c) The most significant variations under this caption result from the merger referred to in Note 4.

15 DEFERRED TAX

Deferred tax assets and liabilities on the 30th June 2014 and 31st December 2013 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 June 2014 31 December 2013 30 June 2014 31 December 2013
Difference between fair value and acquisition cost 5,896,033 5,911,741 27,379,272 27,533,300
Amortisation and Depreciation 1,670,639 1,371,758 70,481,876 62,855,081
Provisions and impairment losses not accepted for tax purposes 42,679,351 38,828,805 639,053 -
Write off of tangible and intangible assets 2,749,373 3,663,000 - -
Valuation of hedging derivatives 25,901 210,756 214,449 60,252
Amortisation of Goodwill for tax purposes - - 25,826,060 25,128,058
Revaluation of tangible assets - - 1,477,521 1,543,774
Tax losses carried forward 80,040,576 62,456,417 - -
Reinvested capital gains/(losses) - - 1,446,506 1,512,257
Tax Benefits 4,155,146 4,464,928 - -
Financing costs 545,817 - - -
Others 5,585,099 6,252,459 6,285,046 2,463,247
143,347,935 123,159,864 133,749,783 121,095,969

In accordance with the tax statements and tax estimates presented by companies that recorded deferred tax assets arising from tax losses carried forward, on the 30th June 2014 and 31st December 2013, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 June 2014
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses carried
forward
Deferred tax assets Time limit
With limited time use
Generated in 2008 1,252,423 288,057 2014 1,296,239 298,135 2014
Generated in 2009 142,501 32,775 2015 145,240 33,405 2015
Generated in 2010 - - 2014 99,670 22,924 2014
Generated in 2011 994,069 247,202 2015 1,199,591 294,472 2015
Generated in 2012 - - 2017 87,055 20,023 2017
Generated in 2013 - - 2018 - - -
Generated in 2014 53,932,978 12,404,585 2026 - -
56,321,971 12,972,619 2,827,795 668,959
With a time limit different from the
above mentioned (a)
223,061,881 67,067,957 205,722,563 61,787,458
279,383,852 80,040,576 208,550,358 62,456,417

(a) Includes, on the 30th June 2014, 65 million euro (58 million euro as at 31 December 2013) related to deferred tax assets for which the carry forward period count hasn´t started.

On the 30th June 2014 and 31st December 2013, deferred tax assets resulting from tax losses carried forward were assessed against each company's business plans, which are regularly updated, and available tax planning opportunities. Deferred tax assets have only been recorded to the extent that future taxable profits will arise which may be offset against available tax losses or against deductible temporary differences. This evaluation centered on the business plan of Sonae entities, which were reviewed and updated periodically, and on the available and identified fiscal opportunities.

On the 30th June 2014 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 65 million euro (57.9 million euro on the 31st December 2013). 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, on the 30th June 2014 and 31st December 2013, was the dominant entity within the group of companies taxed in accordance with the Spanish regime for taxing groups of companies. It is the

understanding of The Board of Directors, based on existing business plans, that the mentioned deferred tax assets are fully recoverable.

On the 30th June 2014 there was tax losses carried forward, for which no deferred tax assets were recognized due to uncertainties of their future use. These may be summarized as follows:

30 June 2014 31 December 2013
Tax losses carried
forward
Deferred tax credit Time limit Tax losses carried
forward
Deferred tax credit Time limit
With limited time use
Generated in 2008 8,367,620 1,924,553 2014 8,723,778 2,120,486 2014
Generated in 2009 10,679,256 2,456,229 2015 10,226,350 2,404,541 2015
Generated in 2010 10,856,223 2,496,931 2014 11,187,572 2,624,821 2014
Generated in 2011 7,851,820 1,805,919 2015 7,520,472 1,784,165 2015
Generated in 2012 11,599,478 2,667,880 2017 11,599,479 2,756,301 2017
Generated in 2013 18,073,518 4,156,909 2018 17,313,620 4,036,044 2018
Generated in 2014 8,166,952 1,878,399 2026 - -
75,594,867 17,386,820 66,571,271 15,726,358
Without limited time use 40,243,201 11,246,554 36,681,986 7,303,523
With a time limit different from the
above mentioned
259,223,885 72,267,764 253,301,226 70,394,923
375,061,953 100,901,138 356,554,483 93,424,804

16 CASH AND CASH EQUIVALENTS

On the 30th June 2014 and 31st December 2013, Cash and cash equivalents can be detailed as follows:

30 June 2014 31 December 2013
Cash at hand 7,394,967 7,547,903
Bank deposits 226,501,879 197,242,711
Treasury applications 174,519,228 161,518,304
Cash and cash equivalents on the statement of financial position 408,416,074 366,308,918
Bank overdrafts (Note 19) (4,356,814) (439,462)
Cash and cash equivalents on the statement of cash flows 404,059,260 365,869,456

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

17 CAPITAL SOCIAL

On the 30th June 2014, the share capital, which is fully subscribed and paid for, is made up of 2,000,000,000 ordinary shares, which do not have the right to a fixed dividend, with a nominal value of 1 euro each.

On the 15th November 2007, Sonae Holding sold, 132,856,072 Sonae Holding shares directly owned by the Company. The shares were sold in a market operation at the unit price of 2.06 euro per share and resulted on a cash inflow (net of brokerage commissions) of 273,398,877 euro.

On the same date, Sonae Investments, BV, wholly owned by Sonae Holding entered into a derivative financial instrument - Cash Settled Equity Swap - over a total of 132,800,000 Sonae Holding shares, representative of 6.64% of its share capital.

This transaction has a strictly financial liquidation, without any duty or right for the Company or any of its associated companies in the purchase of these shares. This transaction allows Sonae Investments BV to totally maintain the economic exposure to the sold shares.

In this context, although legally all the rights and obligations inherent to these shares have been transferred to the buyer, Sonae Holding did not derecognize their own shares, recording a liability in the caption "Other current liabilities" (Note 23), according to the interpretation made by Sonae of the IAS 39, applied by analogy to own equity instruments, the derecognition of own shares is not allowed as Sonae maintains the risks and rewards arising on the instruments sold.

Consequently, Sonae maintains the deduction from Equity amounting to the acquisition cost of the 132,800,000 shares (138,568,275 euro), and has accounted for the consideration received for the above mentioned sale of own shares in the caption "Other non-current liabilities" (273,568,000 euro).

Due to the detach of Sonae Capital SGPS, SA, on the 4th January 2008, demerger rights attributable to the 132,800,000 Sonae SGPS, SA shares subject to the above mentioned agreement, Sonae recognized an asset measured at its' fair value . This asset has not been derecognized as Sonae also entered into a Cash Settled Equity Swap over the Sonae Capital SGPS, SA shares, and therefore a liability was recognized.

From 2009 to 2013 Sonae Investments BV requested a partial cancellation of the Cash Settled Equity Swap for 10,719,496 Sonae Holding shares. Thereafter, the derivative financial instrument focused on 122,080,504 Sonae Holding shares.

On the 19th October 2010 Sonae Investments BV came to an agreement with the above mentioned financial institution to extend the maturity date of the Cash Settled Equity Swap over Sonae Holding shares. The renewal of the maturity date was made for 3 additional years, until November 2013, keeping the settlement mechanism as strictly financial. The Cash Settled Equity Swap, over Sonae Capital SGPS, SA shares, at maturity date, was not renewed, as so Sonae acquired 16,600,000 Sonae Capital SGPS, SA shares at fair value, which corresponded to the amount of the liability recorded at the settlement date, representative of 6.6% of its capital. During the year ended 31st December 2012 Sonae Capital shares were disposed. In November 2013 was carried further renewal for a further period of one year, keeping the other conditions unchanged.

Considering the operations mentioned above, the amount of the liability recorded amounts to 103,720,530 euro (Note 23) (103,289,056 euro on the 31st December 2013) reflecting the market value of Sonae Holding shares.

These liabilities are adjusted at the end of each month by the effect in Sonae Holding share price, as applicable, being recognized an asset/liability in order to present the right/obligation related to the cash settlement of the operation that resets monthly.

Additionally, the costs related to the "floating amount" based on Euribor 1 month are recognized in the income statement.

The value to get established on the basis of dividends distributed by Sonae is credited in equity to offset the charge of the distribution.

The number of shares taken into account to calculate earnings per share includes the shares referred to above as a deduction to the shares issued by the Company (Note 28).

On the 30th June 2014, the following entities held more than 20% of the subscribed share capital:

Entity %
Efanor Investimentos, SGPS, SA and affiliated 52.48

18 NON – CONTROLLING INTEREST

The Movements in non-controlling interests during the periods ended on the 30th June 2014 and 2013 are as follows:

30 June 2014 30 June 2013
Opening balance as at 1 January 344,325,829 349,901,121
Dividends (160,414) (10,845,508)
Increased shareholding by acquisitions (178,793,548) (130,826,182)
Change in currency translation reserve 938,535 (1,017,998)
Obligation fulfilled by share attribution to employees (832,621) -
Change in the fair value of investments available for sale - (4,286,106)
Changes in hedge and fair value reserves 7,355 21,148
Decreased shareholding by disposals 899,117 -
Others (1,673,412) 560,288
Profit for the period attributable to non-controlling interests (678,485) 8,502,622
Closing balance 164,032,356 212,009,385

On the 5th February 2014, Sonaecom made public the decision to launch a general and voluntary tender offer for the acquisition of shares representing the share capital of Sonaecom.

The offer was general and voluntary, with the offered obliged to acquire all the shares that were the object of the offer and were, until the end of the respective period, subject to valid acceptance by the recipients.

The period of the offer, during which sales orders were received, ran for two weeks, beginning on the 6th February and ending on the 19th February 2014.

On the 20th February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares. During 2014 Sonaecom reduced its capital by 136 million as a result of the extinction of the own shares acquired (54,906,831 shares) and reduction of the nominal value of the remaining shares of capital stock of the of Sonaecom 1 euro to 0.74 euro per share, resulting in an increase in the percentage of ownership of the Group and consequently a significant reduction of non-controlling interest, as explained in the above table in the caption " Increased shareholding by acquisitions " in the period ending 30th June 2014.

As a return for the own shares acquired in this General Public Offer and Voluntary process Sonaecom delivered 26,476,792 shares representing the share capital of NOS which were recorded in the balance sheet by 141,650,837 euro (Note 12) and the amount of 19,632 euro in cash.

19 LOANS

On the 30th June 2014 and 31st December 2013, Loans are made up as follows:

30 June 2014 31 December 2013
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae, SGPS, SA / 2012 1,502,486 - 1,961,683 -
Sonae, SGPS, SA / 2012/2015 75,000,000 - - 75,000,000
Sonae, SGPS, SA - commercial paper - 135,000,000 - 20,000,000
Sonae Investimentos, SGPS,SA - commercial paper 107,500,000 180,000,000 32,500,000 65,000,000
Sonae Investimentos affiliated /2011/2026 20,000,000 35,000,000 20,000,000 45,000,000
MDS, SGPS, SA - commercial paper 2,500,000 15,750,000 2,500,000 15,700,000
MDS SGPS, SA affiliated / 2011/2016 3,843,159 13,155,709 3,530,206 12,125,491
Others 4,981,318 6,981,222 4,925,194 9,429,115
215,326,963 385,886,931 65,417,083 242,254,606
Bank overdrafts (Note 16) 4,356,814 - 439,462 -
Up-front fees beard with the issuance of borrowings (442,235) (376,406) (64,638) (1,090,766)
Bank loans 219,241,542 385,510,525 65,791,907 241,163,840
Bonds
Bonds Sonae SGPS / 2007/2014 - - 150,000,000 -
Bonds Sonae SGPS / 2007/2015 250,000,000 - - 250,000,000
Bonds Continente -7% /2012/2015 - 197,571,166 - 200,000,000
Bonds Sonae Investments BV/ 2014/2019 - 188,187,000 - -
Bonds Sonae Investimentos SGPS / 2007/2015 - 200,000,000 - 200,000,000
Bonds Sonae Investimentos SGPS / 2007/2015 - 155,000,000 - 155,000,000
Bonds Sonae Investimentos SGPS / 2009/2014 - - 10,000,000 -
Bonds Sonae Investimentos SGPS/ 2012/2017 - 170,000,000 - 170,000,000
Bonds Sonae Investimentos SGPS/ 2013/2018 - 50,000,000 - 50,000,000
Sonae Investimentos SGPS/2013-EUR 75 M.Floating R.Notes
2018
- 75,000,000 - 75,000,000
Bonds Sonaecom SGPS/ 2013/2016 - - - 20,000,000
Up-front fees beard with the issuance of borrowings (311,999) (7,129,575) (37,642) (6,600,100)
Bonds 249,688,001 1,028,628,591 159,962,358 1,113,399,900
Other loans 15,351 53,936 33,466 53,936
Derivative instruments (Note 20) 134,790 - 3,836,167 -
Other loans 150,141 53,936 3,869,633 53,936
Obligations under finance leases 4,548,176 6,203,394 4,314,843 7,980,489
473,627,860 1,420,396,446 233,938,741 1,362,598,165

In June 2014 a subsidiary of Sonae SGPS, SA issued bonds that are convertible into Sonae shares already issued and fully subscribed or to be the subject of further issue.

The bonds were issued at par in a nominal amount of EUR 100,000 per bond, with a maturity of 5 years, and will pay a fixed coupon of 1.625% per annum, payable semi-annually in arrears.

The bonds will be redeemable at par at maturity. The Issuer will have the right to redeem all outstanding bonds at par plus accrued interest on or after the third anniversary following the issue of the bonds if the aggregate value of the shares per bond for a specified period of time exceeds 130% of the nominal amount of the bonds or if 85% or more of the bonds initially issued shall have been converted, redeemed or purchased and cancelled.

In this context Sonae registered the convertible bond for the amount of 188,187,000 euro, deducted by the fair value of the conversion option into Sonae SGPS shares, in the amount of 22,313,000 euro. This amount is recorded in the caption "Fair value reserve" in equity.

The average interest rate on the 30th June 2014 of bonds and loans was of 3.09% (3.19% on the 31st December 2013). Most bonds and bank loans bear interests at variable interest rates indexed to Euribor.

On the 30th June 2014, Sonae has agreed lines of credit and commercial paper amounting to 1,326 million euro, out of which 377 million euro with firm commitments with maturity not exceeding one year and 646 million euro with firm commitments with maturity over 1 year.

Under the above mentioned lines of credit and commercial paper programs with firm commitments, Group had 548 million euro credit facilities available to meet its liquidity requirements.

The derivative instruments are recorded at fair value (Note 20).

The loans nominal value has the following maturities:

30 June 2014 31 December 2013
N+1 a) 474,247,304 230,204,854
N+2 655,412,518 953,858,993
N+3 240,335,662 159,231,129
N+4 75,240,154 99,897,102
N+5 407,317,225 149,488,617
After N+5 49,596,868 7,813,190
1,902,149,731 1,600,493,885

a) Includes the amounts drawn under commercial paper programs.

The maturities above were estimated in accordance with the contractual terms of the loans, and taking into account Sonae' s best estimated regarding their reimbursement date.

20 DERIVATIVES

Exchange rate derivatives

Sonae uses exchange rate derivatives, essentially to hedge future cash flows.

Thus Sonae entered into several exchange rate forwards and options in order to manage its exchange rate exposure.

On the 30th June 2014, there are no exchange rate derivatives which haven´t been considered heading instruments. The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 134,790 euro as liabilities and assets as 528,297 euro (1,415,143 euro as liabilities and 35,999 euro as assets on the 31st December 2013).

The determination of the fair value of these financial instruments was made taking into account 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 Costs".

Interest rate derivatives

On the 30th June 2014, Sonae has not hired hedging instruments that refer to swaps and interest rate options ("cash flow hedges"). These were negotiated to hedge the interest rate risk of loans. On the 31st December 2013 the covered amount by this type of financial derivatives was 150,000,000 euro. The net fair value of these derivatives amounts to -2,421,024 euro.

The derivatives were valuated considering the estimated future cash-flows, assuming that the cancellation options by the counterparties would be exercised when the forward interest rates are higher than the established fixed interest rate. Sonae intends to keep these derivatives until their maturity date, therefore, this valuation is considered to be the most appropriate to estimate the future cash flow of these instruments, as confirmed during 2014.

These interest rate derivatives are valued at fair value, at the statement of financial position date, based on valuations performed by Sonae using specific software and on external valuations when this software does not deal with specific instruments. The fair value of swaps was computed, as at the statement of financial position date, based on the discounted cash flow of the difference between the fixed interest rate of the fixed leg and the indexed variable interest rate inherent to the variable leg. The calculation of the fair value of options was based on the "Black-Scholes" and similar models. The estimation of future cash flows is made on the basis of quotations forward market curve are implicit in, and the respective discount to the present, is accomplished using the higher interest rate curve is representative of the market, based on information from credible sources provided by Bloomberg, amongst others. Comparative quotes from financial institutions for specific instruments or similar, are used as a benchmark for evaluation. This analysis assumes that all other variables remain constant.

Interest rate and exchange rate derivatives

On the 30th June 2014 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
Hedging derivatives 30 June 2014 31 December 2013 30 June 2014 31 December 2013
Exchange rate 528,297 35,999 134,790 1,415,143
Interest rate - - - 2,421,024
528,297 35,999 134,790 3,836,167

21 OTHER NON – CURRENT LIABILITIES

On the 30th June 2014 and 31st December 2013, "Other non-current liabilities" are detailed as follows:

30 June 2014 31 December 2013
Shareholders loans 13,471,827 13,298,924
Fixed assets suppliers 1,601,708 1,626,708
Deferral of the disposal of the extended warranties 33,470,386 25,679,570
Other non-current liabilities 2,794,564 3,210,995
Accruals and deferrals 7,091,285 7,431,684
Other non-current liabilities 58,429,770 51,247,881

The caption "Shareholders loans" relates to loans in affiliated undertakings in the Retail and Investment Management operating segments. These liabilities do not have a defined vesting date and bear interests at variable market rates.

22 SHARE BASED PAYMENTS

In 2014 and previous years, Sonae in accordance with the remuneration policy described in the corporate governance report of 2013, granted deferred performance bonuses to its directors and eligible employees. These are either based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee, or based on share options with the period price equal to the share price at the grant date, to be exercised three years later. In both cases, the acquisition can be exercised during the period commencing on the third year of the grant date and the end of that year.

On the 30th June 2014, all Sonae SGPS share plans responsibilities are accounted in the statement of financial position under "other reserves" and in the Profit and Loss statement under caption "staff costs". They are recognized at the shares fair value on the grant date, concerning the 2014, 2013 and 31st December 2012. Share-based payments costs are recognized on a straight line basis between the grant and the settlement date.

On the 10th March 2014, Sonaecom shares plans were fully converted into Sonae SGPS shares. This conversion was based on the terms set out in tender offer for the general and voluntary acquisition of own shares on the 20th February 2014, referred to in Note 18 to determinate the fair value of Sonaecom plans, and based on the price of shares Sonae SGPS. In this way, each Sonaecom share corresponded to 0.48228346 shares NOS.

The conversion of the plans was based Sonaecom / Sonae SGPS implied ratio arising from the tender offer (1 Sonaecom Share – approximately 2.05 Sonae SGPS shares).

On the 30th June 2014 and 31st December 2013, the number of attributed shares related to the assumed responsibilities arising from share based payments, which have not yet vested, can be detailed as follows:

Number of shares
Number of participants Share price on date of
assignment
30 June 2014 31 December 2013
Grant year Vesting year Sonae SGPS Sonaecom Sonae SGPS Sonaecom Sonae SGPS Sonae SGPS Sonaecom
Shares
2011 2014 55 44 0.811 1.399 - 3,984,562 477,778
2012 2015 74 46 0.401 1.256 9,124,613 6,648,312 540,805
2013 2016 77 48 0.701 1.505 5,805,629 3,471,375 406,903
2014 2017 286 - 1.199 1.258 4,770,001 - -
Total 19,700,243 14,104,249 1,425,486

During the period ending on the 30th June 2014 and 31st December 2013, the movements on the above mentioned share based plans were the following:

Sonae Shares Sonaecom Shares
Aggregate number
of participants
Number of Shares Aggregate number
of participants
Number of Shares
Closig balance as at 31 December 181 14,104,249 135 1,425,486
Grant 283 4,639,842 - -
Vesting (117) (4,516,138) - -
Converted 135 2,923,738 (135) (1,425,486)
Canceled / extinct / corrected / transferred (1) 49 2,548,552 - -
Closig balance as at 30 June 2014 531 19,700,243 - -

(1) Corrections are made on the basis of the dividend paid and the changes of share capital and other equity adjustments.

On the 30th June 2014 and 31st December 2013, the fair value of total liabilities on the date of allocation arising from share-based payments, which have not yet vested, may be summarized as follows:

Fair value *
30 June 2014 31 December 2013
Grant year Vesting year Sonae SGPS Sonae SGPS Sonaecom
2011 2014 - 3,831,488 212,649
2012 2015 9,004,296 3,487,040 269,234
2013 2016 3,383,033 606,912 47,778
2014 2017 953,205 - -
Total 13,340,534 7,925,440 529,661

* Share market value as of the 30th June 2014 and 31st December 2013.

On the 30th June 2014 and 31st December 2013 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 2014 31 December 2013
Recorded in staff costs 2,692,557 3,547,677
Recorded in previous years 4,033,486 2,928,998
6,726,043 6,476,675
Recorded in other liabilities 1,950,751 592,658
Recorded value in Other reserves 4,775,292 5,884,017
6,726,043 6,476,675

23 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

On the 30th June 2014 and 31st December 2013, "Trade creditors and other current liabilities" were made up as follows:

30 June 2014 31 December 2013
Trade creditors 913,600,001 1,162,317,682
Taxes payable 67,533,243 55,757,125
Other creditors
Fixed asset suppliers 128,735,993 140,215,384
Related undertakings 96,397 -
Other debts 184,162,178 173,098,204
312,994,568 313,313,588
Other current liabilities
Tangible assets accrued costs 7,232,499 5,090,656
Holiday pay and bonuses 110,646,718 106,440,174
Interests payable 14,787,940 15,321,429
Invoices to be issued 3,340,166 2,252,529
Marketing expenses 13,376,931 14,853,351
Other external supplies and services 40,475,203 41,371,260
Advance receipts from trade receivables 8,505,871 10,813,245
Accrued income - rents 6,160,733 4,207,271
Others 17,655,121 14,318,679
222,181,182 214,668,594
1,516,308,994 1,746,056,989

The caption "Other debts" includes the amount of 103,720,530 euro (103,289,056 euro on the 31st December 2013) concerning at fair value of shares Sonae Holding covered by financial derivative referred to in Note 17.

The caption "Suppliers of fixed assets" includes the amount of 104,203,785 euro (102,095,077 euro on the 31st December 2013) relating to an agreement with a subsidiary of France Telecom ("FT - Orange") on the transfer of 20% of equity of Sonaecom SGPS, SA to Sonae SGPS, SA. Taking into account that under this agreement, the rights related with these shares were transferred to Sonae, the Company recorded this asset acquisition through a deferred payment. The value, by which this asset was accounted for, corresponds to the agreed price in the case of the existence of a consolidation operation in the telecommunications sector in Portugal (a fact that was confirmed later) discounted to the time of the acquisition. This account payable is accounted for at its discounted amount (to be paid on August 2014).

24 PROVISION AND ACCUMULATED IMPAIRMENT LOSSES

The movement in "Provisions and impairment losses" during six month period ended on the 30th June 2014 and 2013 were as follows:

Caption Balance as at
1 January 2014
Increase Decrease Balance as at
30 June 2014
Accumulated impairment losses on investments (Note 12) 2,358,392 - (2,100,322) 258,070
Impairment losses on fixed tangible assets 152,883,610 - (4,099,640) 148,783,970
Impairment losses on intangible assets 1,497,119 - - 1,497,119
Accumulated impairment losses on trade account receivables and
other debtors (Note 14)
21,486,090 1,332,733 (1,059,285) 21,759,538
Accumulated impairment losses on inventories 32,667,082 - (917,766) 31,749,316
Non current provisions 50,659,919 262,872 (12,924,590) 37,998,201
Current provisions 2,828,507 9,483 (4,250) 2,833,740
264,380,719 1,605,088 (21,105,853) 244,879,954
Caption Balance as at
1 January 2013
Increase Decrease Balance as at
30 June 2013
Accumulated impairment losses on investments 1,187,115 - (919) 1,186,196
Accumulated impairment losses on other non-current assets 1,000,000 - - 1,000,000
Accumulated impairment losses on trade account receivables and other
debtors
101,205,188 16,574,014 (26,429,388) 91,349,814
Accumulated impairment losses on inventories 47,538,542 - (6,089,812) 41,448,730
Non current provisions 114,470,445 1,930,057 (29,599,588) 86,800,914
Current provisions 2,426,809 3,892,169 (766,066) 5,552,912
267,828,099 22,396,240 (62,885,773) 227,338,566

On the 30th June 2014 and 31st December 2013, provision's details can be analyzed as follows:

30 June 2014 31 December 2013
Technical provisions on reinsurance 8,270,843 18,116,091
Future liabilities relating to subsidiaries of retail in 14,625,998 13,470,170
Brazil sold
Clients guarantees
11,240,751 13,890,215
Judicial claims 4,596,778 2,592,579
Others 2,097,571 5,419,371
40,831,941 53,488,426

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

25 CONTINGENT ASSETS AND LIABILITIES

On the 30th June 2014 and 31st December 2013, major contingent liabilities were guarantees given and can be detailed as follows:

- Guarantees and sureties given

30 June 2014 31 December 2013
916,169,244 853,320,334
356,420 211,268
6,312,639 6,284,639
19,409,143 19,829,236
4,039,481 3,531,287

a) Tax claims

The main tax claims were bank guarantees given or sureties as follows:

  • Sonae MC and Sonae SR retail operating segment subsidiaries of the Company granted guarantees or securities in favor of the Portuguese Tax Administration, associated with tax claims for additional VAT payment amounting to 433.1 million euro (375 million euro on the 31st December 2013) related from 2004 to 2010, 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;

  • The caption guarantees given on tax claims include guarantees granted, in the amount of 83.9 million euro, in favor of Tax authorities regarding 2007, 2008, 2009 and 2010. Concerning these guarantees, the most significant amount relates to an increase in equity arising on the disposal of own shares to a third party in 2007, as well as to the disregard of the reinvestment concerning capital gains in share disposal, and the fact that demerger operations must be disregarded for income tax purposes. The Company has presented an appeal against this additional tax claim, being the Board of Directors understanding, based on its advisors assessment, that such appeal will be favorable;

  • 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 31th December 2005, following the correction of taxable income for corresponding to a prior cover tax losses accumulated by the subsidiary, which has been brought to the cost of participation, moreover, as is understanding already signed by the Tax Administration itself, and now understood that in this case should not consider the amount of the cost of participation , thus including cover losses upon liquidation of the subsidiary company;

  • 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 31th 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, 21.9 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 42.6 million euro (127.9 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 e Decree of Law 248-A), the Group made tax payments in the amount of, approximately, 28 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.

c) Other contingent liabilities

  • Contingent liabilities related to discontinued activities in subsidiaries in Brazil

In addition to the previously disclosed guarantees, as a consequence of the sale of a subsidiary in Brazil, Sonae guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on unfavorable decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (on the 13rd December 2005) and that exceed 40 million euro. On the 30th June 2014, 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 (28.3 million euro) related to programs for the Brazilian State of tax recovery, amount to near 37.8 million euro (37.8 million euro on the 31st December 2013). Furthermore, there are other tax assessments totaling 61.3 million euro (61.3 million euro on the 31st December 2013) for which the Board of Directors, based on its lawyers' assessment, understands will not imply future losses to the former subsidiary;

It was not created any provision to cover possible risks related to events/disputes for which guarantees were given for being understanding of the Board of Directors that the resolution of these events / disputes without loss to Sonae.

26 RELATED PARTIES:

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June 2014 30 June 2013
Restated
(Note 4)
30 June 2014 30 June 2013
Restated
(Note 4)
Parent Company
Jointly controlled companies
Associated companies
Other related parties
78,159
9,901,256
14,602,243
31,716,887
56,298,545
77,850
5,751,618
14,075,909
30,408,044
50,313,421
355,652
24,251,057
532,131
10,742,783
35,881,623
302,696
18,189,526
629,110
8,791,534
27,912,866
Interest income Interest expenses
Transactions 30 June 2014 30 June 2013
Restated
(Note 4)
30 June 2014 30 June 2013
Restated
(Note 4)
Parent Company
Jointly controlled companies
Associated companies
Other related parties
-
169,691
-
-
169,691
-
205,728
16,902
16,953
239,583
21,043
14,314
-
216,651
252,008
-
-
-
291,773
291,773
Accounts receivable Accounts payable
Balances 30 June 2014 31 December 2013 30 June 2014 31 December 2013
Parent Company 148,616 51,445 412,824 767,433
Jointly controlled companies 20,866,263 32,554,816 10,543,285 17,795,118
Associated companies 3,009,584 6,612,647 55,811 364,066
Other related parties 13,682,000 14,510,202 7,023,585 7,475,633
37,706,463 53,729,110 18,035,505 26,402,250
Loans
Obtained Granted
Balances 30 June 2014 31 December 2013 30 June 2014 31 December 2013
Jointly controlled companies 11,571,814 - 7,821,248 8,599,429
Other related parties 13,031,800 13,383,628 - 3,570
24,603,614 13,383,628 7,821,248 8,602,999

The caption other related parties includes, Sonae Indústria, SGPS, SA and Sonae Capital, SGPS, SA affiliated, associated and jointly controlled companies, and also other shareholders of affiliated companies or jointly controlled companies of Sonae, as well as other affiliated companies of the parent company Efanor Investimentos, SGPS, SA.

27 INCOME TAX

The "Income Taxes" recognized in the periods ended on the 30th June 2014 and 2013, are detailed as follows:

30 June 2014 30 June 2013
Restated
(Note 4)
Current tax 10,891,070 8,917,783
Deferred tax (9,425,852) (4,968,587)
1,465,218 3,949,196

28 EARNINGS PER SHARE

Earnings per share for the period were calculated taking into consideration the following amounts:

30 June 2014 30 June 2013 Restated (Note 4)
Net profit Continuing
Operations
Continuing
Operations
Discontinued
Operations
Net profit taken into consideration to calculate basic earnings per share (consolidated
profit for the period)
52,342,242 4,295,824 35,549,215
Effect of dilutive potential shares - - -
Interest related to convertible bonds (net of tax) -
-
-
-
-
-
Net profit taken into consideration to calculate diluted earnings per share 52,342,242 4,295,824 35,549,215
Number of shares
Weighted average number of shares used to calculate basic earnings per share 1,877,084,010 1,873,392,761 1,873,392,761
Effect of dilutive potential ordinary shares from convertible bonds - - -
Outstanding shares related with share based payments 19,700,243 13,473,073 13,473,073
Shares related to performance bonus that can be bought at market price (3,754,711) (4,169,551) (4,169,551)
Weighted average number of shares used to calculate diluted earnings per share 1,893,029,542 1,882,696,283 1,882,696,283
Earnings per share
Basic 0.027885 0.002293 0.018976
Diluted 0.027650 0.002282 0.018882

29 DIVIDENDS

In the Shareholders Annual General Meeting held on the 30th April 2014, the payment of a gross dividend of 0.0348 euro per share (0.0331 euro per share in 2013) corresponding to a total value of 69,600,000 euro (66,200,000 euro in 2013) was approved.

30 SEGMENT INFORMATION

Sonae is mostly a retail company with two major partnerships in the areas of Shopping Centres (Sierra) and Telecommunications (NOS).The following operating segments were identified:

In retail, the group has three segments:

  • Sonae MC is a food retail unit, operating 465 stores and 103 stores operated under franchise and joint venture agreements under Continente, Continente Modelo, Continente Bom Dia, Meu Super business concepts and even some adjacent business concepts Bom Bocado, note! and Wells

  • Sonae SR is a specialised retail unit, with a presence in the electronics, sports and fashion market operating 517 stores and 64 stores operated under franchise agreements under the Worten, Sport Zone, MO and Zippy business concepts.

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

The Investment Management operating segment includes a company that operates in the retail DIY products, building and garden (Maxmat), a travel agency (Geostar), insurance brokers (MDS) as well as companies of software and information systems (WedoTechnologies, Saphety, Mainroad and Bizdirect) and a newspaper (Publico).

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.

Sonae's reportable segment information regarding the income statement in accordance with IFRS 8 can be analysed as follows:

Turnover 30 June 2014 Inter-segment
income
30 June 2013
Restated
(Note 4)
Inter-segment
income
Sonae MC 1,625,714,784 (3,117,789) 1,584,188,898 (1,863,381)
Sonae SR 579,347,087 (14,246,778) 517,512,988 (12,769,413)
Sonae RP 62,913,561 (51,758,562) 61,645,792 (52,590,831)
Investment management 118,226,636 (8,527,123) 107,404,288 (4,868,934)
Other, eliminations and adjustments (79,815,442) (783,000) (68,006,585) (80,000)
Total consolidated 2,306,386,626 (78,433,252) 2,202,745,381 (72,172,559)
Depreciation and amortisation Provisions and impairment losses EBIT
30 June 2014 30 June 2013
Restated
(Note 4)
30 June 2014 30 June 2013
Restated
(Note 4)
30 June 2014 30 June 2013
Restated
(Note 4)
Sonae MC 41,943,348 41,103,463 925,619 1,118,580 54,136,888 65,167,504
Sonae SR 21,386,744 29,071,893 401,716 7,406,273 (33,265,137) (55,840,013)
Sonae RP 14,499,854 15,266,021 - - 42,967,428 40,137,714
Investment management 6,506,435 6,629,507 66,022 675,315 (1,875,989) (4,290,386)
Other, eliminations and adjustments (1) 146,983 2,645,386 26,469 - 22,624,965 36,790,218
Total direct consolidated 84,483,365 94,716,270 1,419,826 9,200,168 84,588,155 81,965,037
Net financial expenses (2) Income tax (2)
30 June 2013
30 June 2014
Restated
(Note 4)
30 June 2014 30 June 2013
Restated
(Note 4)
Retail businesses (34,231,440) (35,834,538) 3,459,741 1,946,988
Investment management (1,233,189) (8,178,570) (475,888) 1,652,028
Holding (1) (2,463,577) (1,447,793) (1,518,635) 350,180
Total consolidated (37,928,206) (45,460,901) 1,465,218 3,949,196
Investment (CAPEX) Net invested capital
30 June 2013
30 June 2014
Restated
(Note 4)
30 June 2014 31 December 2013
Sonae MC 39,781,360 32,371,196 574,204,446 476,722,790
Sonae SR 26,232,340 10,038,144 235,340,154 100,910,578
Sonae RP 7,363,365 15,038,445 1,230,792,777 1,253,629,991
Investment management 9,469,130 4,468,465 153,444,663 148,105,153
Other, eliminations and adjustments (1) 144,101,483 2,955,176 1,045,427,312 1,148,007,447
Total consolidated 226,947,678 64,871,426 3,239,209,352 3,127,375,959
Total net debt (2) (3)
30 June 2014
31 December 2013
Retail businesses
Investment management
932,635,147
68,881,760
749,628,495
56,363,559
Holding (1) 485,973,507 413,272,470
Total consolidated 1,487,490,414 1,219,264,524

(1) Includes Sonae Individual accounts;

(2) These captions are accompanied by management in a more aggregated form, and not allocated to individual operating segments identified above;

(3) Includes shareholder loans and excluding inter-segment securitized debt.

The caption "Eliminations Adjustments and Others" can be analyzed as follows:

Turnover EBIT
30 June 2014 30 June 2013
Restated
(Note 4)
30 June 2014 30 June 2013
Restated
(Note 4)
-
28,955,111
(1,382,190) 4,165,974 1,249,683 5,966,352
(79,815,442) (68,006,585) 22,624,965 36,790,218
(78,433,252)
-
(72,172,559)
-
-
19,966,351
Investment Invested capital
30 June 2014 30 June 2013
Restated
(Note 4)
30 June 2014 31 December 2013
Inter-segment balances (47) - 27,485,358 14,233,065
Increase of participation in Sonaecom (Note 18) 144,101,530 2,955,176 - -
Investment in associated companies and joint
ventures (Note 6)
- - 1,175,194,245 1,144,792,015
Cash settled equity swap (4) - - (103,720,530) (103,289,056)
Debt to France Télécom-Orange (Note 23) - - (104,203,785) (102,095,077)
Dividends - - 50,565,939 10,567,050
Others eliminations and adjustments - - 106,085 (18,642,900)
Other, eliminations and adjustments 144,101,483 2,955,176 1,045,427,312 945,565,097

(4) Financial Instrument reported in Note 23.

All performance measures are reconciled to the financial statements in Note 31.

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, excluding the participation of 2.14% in NOS, and other long term financial applications;

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 SGPS companies identified as "Others" in Note 5.

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

31 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 the contribution of Sonae Sierra, net of taxes that result from: (i) valuation of investment properties; (ii) gains (losses) with the sale of financial investments, joint ventures or associates; (iii) impairment losses relating to non-current assets (including goodwill) and (iv) provisions for assets at risk. Additionally and with regard to the portfolio of Sonae: (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

noncore 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 only calculated in the direct income component, excluding the indirect contributions.

The reconciliation between consolidated income and direct-indirect income for the periods ended on the 30th June 2014 and 2013 can be summarised as follows:

30 June 2014 30 June 2013 Restated (Note 4)
Consolidated
accounts
Indirect income Direct income Consolidated
accounts
Adjustments
Pro forma basis
(g)
Indirect income Direct income
Turnover 2,306,386,626 - 2,306,386,626 2,202,745,381 - - 2,202,745,381
Investment income
Dividends 1,471,885 1,321,885 150,000 92,000 - 92,000 -
Others 421,555 - 421,555 (13,000) - - (13,000)
Other income
Impairment losses reversal 1,120,307 - 1,120,307 3,846,422 - - 3,846,422
Others 257,912,764 - 257,912,764 208,887,114 - - 208,887,114
Total income 2,567,313,137 1,321,885 2,565,991,252 2,415,557,917 - 92,000 2,415,465,917
Total expenses (2,411,132,981) - (2,411,132,981) (2,258,621,553) - - (2,258,621,553)
Depreciation and amortisation (84,483,365) - (84,483,365) (94,716,270) - - (94,716,270)
Non-recurring impairment losses over inventories (2,203,457) - (2,203,457) - - - -
Provisions and impairment
Others (1,419,826) - (1,419,826) (9,200,168) - - (9,200,168)
Profit before financial results and share of results in
associated companies
68,073,508 1,321,885 66,751,623 53,019,926 - 92,000 52,927,926
Non-recurring Profit/(Loss) (1,980,000) - (1,980,000) - - - -
Gains and losses on investments recorded at fair
value through results
(7,931,359) (7,931,359) - - - - -
Financial profit/(loss) (37,928,206) - (37,928,206) (45,460,901) - - (45,460,901)
Share of results in joint ventures and associated
undertakings
Sonae Sierra 23,894,192 12,928,681 10,965,511 (2,308,619) - (17,040,000) 14,731,381
ZOPT 8,934,020 - 8,934,020 - 14,525,000 - 14,525,000
Others 66,820 - 66,820 (311,270) - (92,000) (219,270)
Profit before income tax 53,128,975 6,319,207 46,809,768 4,939,136 14,525,000 (17,040,000) 36,504,136
Income tax (1,465,218) - (1,465,218) (3,949,196) - - (3,949,196)
Profit/(Loss) from continuing operations 51,663,757 6,319,207 45,344,550 989,940 14,525,000 (17,040,000) 32,554,940
Profit/(Loss) from discontinued operations - - - 47,357,721 (47,357,721) - -
Net profit for the period 51,663,757 6,319,207 45,344,550 48,347,661 (32,832,721) (17,040,000) 32,554,940
Attributable to equity holders of Sonae 52,342,242 6,319,207 46,023,035 39,845,039 (24,645,981) (17,040,000) 32,239,058
Non-controlling interests (678,485) - (678,485) 8,502,622 (8,186,740) - 315,882
"Underlying" EBITDA (a) 153,587,964 152,997,942
EBITDA (b) 171,574,315 182,035,053
EBIT (c) 84,587,974 81,965,037
  • (a) (a) EBITDA = total direct income total direct expenses reversal of direct impairment losses + Share of results in joint ventures and associated undertakings (Sonae Sierra direct results, and ZOPT and Geostar) + the impact of discontinued operations of Optimus;
  • (b) "Underlying" EBITDA = total direct income total expenses reversal of impairment losses (see reconciliation);
  • (c) Direct EBIT = Direct EBT financial results + discontinued operations of Optimus;
  • (d) Direct EBT = Direct results before non-controlling interests and taxes;
  • (e) Direct income = Results excluding contributions to indirect income;
  • (f) Indirect income = Includes Sonae Sierra's results, net of taxes, arising from: (i) investment properties valuations; (ii) capital gains (losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses for noncurrent assets (including goodwill) and; (iv) provision for assets at risk.

Additionally and with regard to the portfolio of Sonae: (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;

(g) The figures of NOS related to 2013 were adjusted in the profit and loss statements on a pro forma basis for the 1st half year results, assuming that the NOS merger occurred on the 1st January 2013, with some consolidation effects in our co-controlled vehicle company. This criterion, besides assuring an easy and fair comparability between 2013 and 2014 results.

32 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on the 19th August 2014.

The Board of Directors

Belmiro Mendes de Azevedo

Álvaro Carmona e Costa Portela

Álvaro Cuervo Garcia

Bernd Bothe

Christine Cross

Michel Marie Bon

José Neves Adelino

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Condensed individual financial statements

Condensed Individual Statementsof Financial Position as at 30 June 2014 and 2013 and as at 31 December 2013

(Translation of condensed individual financial statements originally issued in Portuguese.In case of discrepancy the Portuguese version prevails) (Amounts expressed in euro)

ASSETS Notes 30.June.2014 30.June.2013 31.December.2013
NON-CURRENT ASSETS:
Tangible assets 128,288 161,160 144,778
Intangible assets 8,100 9,767 13,245
Investments in affiliated companies 4 3,629,676,515 3,613,160,269 3,638,337,796
Other investments 5 29,949,012 39,883,897 29,367,435
Deferred taxes 12,950,402 - -
Other non-current assets 6 462,400,000 357,086,551 472,066,551
Total non-current assets 4,135,112,317 4,010,301,644 4,139,929,805
CURRENT ASSETS:
Trade account receivables and other current assets 7 80,956,995 64,563,573 17,553,530
Cash and cash equivalents 8 164,013,123 9,279,015 96,239,237
Total current assets 244,970,118 73,842,588 113,792,767
TOTAL ASSETS 4,380,082,435 4,084,144,232 4,253,722,572
EQUITY AND LIABILITIES
EQUITY:
Share capital 9 2,000,000,000 2,000,000,000 2,000,000,000
Treasury shares (7,518,409) - -
Reserves and retained earnings 1,342,676,365 1,213,784,609 1,271,218,283
Profit for the period 33,480,299 30,764,609 159,490,511
TOTAL EQUITY 3,368,638,255 3,244,549,218 3,430,708,794
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 10 330,934,904 520,385,290 541,508,790
Other non-current liabilities 774,364 103,092,005 1,127,105
Total non-current liabilities 331,709,268 623,477,295 542,635,895
CURRENT LIABILITIES:
Loans 10 325,908,337 156,099,962 154,354,943
Trade creditors and other current liabilities 11 353,826,575 60,017,757 126,022,940
Total current liabilities 679,734,912 216,117,719 280,377,883
TOTAL EQUITY AND LIABILITIES 4,380,082,435 4,084,144,232 4,253,722,572

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

Condensed Individual Income Statements for the periods ended 30 June 2014 and 2013

(Amounts expressed in euro) (Translation of condensed individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

Notes 2nd Quarter
2014
2nd Quarter
2013
30.June.2014 30.June.2013
Services rendered 119,094 119,180 238,188 238,360
Gains or losses on investments 14 - 506,972 34,224,473 34,665,008
Financial income 11,771,948 7,511,340 21,086,716 18,579,215
Other income 849,248 723,052 1,629,248 1,546,179
External supplies and services (965,016) (857,958) (1,778,605) (1,725,175)
Staff costs (703,029) (600,229) (1,249,062) (1,134,943)
Depreciation and amortisation (10,974) (15,816) (22,159) (38,971)
Financial expense (10,806,117) (10,505,545) (21,950,180) (20,954,517)
Other expenses (164,053) (78,352) (248,385) (405,248)
Profit/(Loss) before taxation 91,101 (3,197,356) 31,930,234 30,769,908
Taxation 1,024,606 (5,299) 1,550,065 (5,299)
Profit/(Loss) after taxation 1,115,707 (3,202,655) 33,480,299 30,764,609
Profit/(Loss) per share
Basic 15 0.000579 (0.001602) 0.016764 0.015382
Diluted 15 0.000580 (0.001601) 0.016757 0.015372

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

Condensed Individual Statements of Comprehensive Income for the periods ended at 30 June 2014 and 2013

(Amounts expressed in euro) (Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

2nd Quarter 2014 2nd Quarter 2013 30.June.2014 30.June.2013
Net Profit / (Loss) for the period 1,115,707 (3,202,655) 33,480,299 30,764,609
Changes on fair value of available-for-sale financial assets (326,250) (16,941,677) (17,304,534) 12,437,623
Changes in hedge and fair value reserves (2,359,647) 1,043,517 (1,163,254) 1,266,505
Other comprehensive income for the period (2,685,897) (15,898,160) (18,467,788) 13,704,128
Total comprehensive income for the period (1,570,190) (19,100,815) 15,012,511 44,468,737

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

Condensed Individual Statements of Changes in Equity for the periods ended at 30 June 2014 and 2013

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

(Amounts expressed in euro)

nd
ed
Res
ain
nin
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- - - (
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,53
(
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- (
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The accompanying notes are part of these condensed individual financial statements.

Condensed Individual Cash Flow Statements for the periods ended 30 June 2014 and 2013

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

Notes 2nd Quarter 2014 2nd Quarter 2013 30.June.2014 30.June.2013
OPERATING ACTIVITIES
Net cash flow from operating activities (1) (594,512) (1,648,587) 772,601 (1,662,032)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments - 4,660,000 - 9,320,000
Tangible and intangible assets 50 - 1,450 -
Interest and similar income 950,325 148,389 2,476,707 584,390
Dividends 66,437 506,972 66,437 506,972
Loans granted 756,677,999 178,962,000 1,241,064,938 472,436,000
757,694,811 184,277,361 1,243,609,532 482,847,362
Cash Payments arising from:
Investments (3,397,271) - (9,577,571) (10,000,541)
Tangible and intangible assets (2,220) (3,084) (2,314) (3,084)
Loans granted (747,011,448) (178,962,000) (1,231,398,387) (476,699,551)
(750,410,939) (178,965,084) (1,240,978,272) (486,703,176)
Net cash used in investment activities (2) 7,283,872 5,312,277 2,631,260 (3,855,814)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 831,743,500 126,670,000 1,282,030,500 298,709,000
Sale of own shares 1,910,459 74,514 1,910,459 255,144
833,653,959 126,744,514 1,283,940,959 298,964,144
Cash Payments arising from:
Loans obtained (782,575,484) (106,259,966) (1,119,125,531) (357,518,422)
Interest and similar charges (8,011,577) (6,588,895) (18,277,395) (19,117,880)
Dividends (69,581,761) (66,198,604) (69,581,761) (66,198,604)
Purchase of treasury shares (10,188,878) - (12,685,847) -
(870,357,700) (179,047,465) (1,219,670,534) (442,834,906)
Net cash used in financing activities (3) (36,703,741) (52,302,951) 64,270,425 (143,870,762)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (30,014,381) (48,639,261) 67,674,286 (149,388,608)
Cash and cash equivalents at the beginning of the period 193,927,904 57,918,276 96,239,237 158,667,623
Cash and cash equivalents at the end of the period 8 163,913,523 9,279,015 163,913,523 9,279,015

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

SONAE, SGPS, SA

NOTES TO THE CONDENSED INDIVIDUAL

FINANCIAL STATEMENTS FOR THE PERIOD ENDED

30 JUNE 2014

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

(Amounts expressed in euro)

1 INTRODUCTION

SONAE, SGPS, SA ("Sonae Holding"), has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal.

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 annual financial statements for the year ended 31 December 2013.

4 INVESTMENTS IN AFFILIATED COMPANIES

As at 30 June 2014 and 31 December 2013 the company held investments in the following affiliated companies:

30.June.2014
Companies % Held Opening
balance
Increase Decrease Changes in fair
value
Closing balance
Interlog, SGPS, SA 1.02% 106,686 - - - 106,686
Sonae Investimentos, SGPS, SA (a) 76.86% 1,893,219,480 - - - 1,893,219,480
Sonae Investments, BV 100.00% 835,700,000 - - - 835,700,000
Sonae RE, SA 99.92% 3,672,059 - - - 3,672,059
Sonae Sierra SGPS, SA (b) 50.00% 500,118,000 - - 45,675,500 545,793,500
Sonaecom, SGPS, SA 25.96% 196,989,312 9,577,571 - (63,914,352) 142,652,531
Sonaegest, SA 20.00% 159,615 - - - 159,615
Sonaecenter Serviços, SA 100.00% 731,545 - - - 731,545
Sontel, BV 35.87% 405,641,099 - - - 405,641,099
Total 3,836,337,796 9,577,571 - (18,238,852) 3,827,676,515
Impairment 198,000,000 - - - 198,000,000
Total 3,638,337,796 9,577,571 - (18,238,852) 3,629,676,515
31.December.2013
Companies % Held Opening
balance
Increase Decrease Changes in fair
value
Closing balance
Interlog, SGPS, SA 1.02% 106,686 - - - 106,686
Sonae Investimentos, SGPS, SA (a) 76.86% 1,893,219,480 - - - 1,893,219,480
Sonae Investments, BV 100.00% 835,700,000 - - - 835,700,000
Sonae RE, SA 99.92% 3,672,059 - - - 3,672,059
Sonae Sierra SGPS, SA (b) 50.00% 524,986,000 - - (24,868,000) 500,118,000
Sonaecom, SGPS, SA 20.94% 5,079,830 97,289,802 - 94,619,680 196,989,312
Sonaegest, SA 20.00% 159,615 - - - 159,615
Sonaecenter Serviços, SA 100.00% 731,545 - - - 731,545
Sontel, BV 35.87% 405,641,099 - - - 405,641,099
Total 3,669,296,314 97,289,802 - 69,751,680 3,836,337,796
Impairment 165,500,000 32,500,000 - - 198,000,000
Total 3,503,796,314 64,789,802 - 69,751,680 3,638,337,796
  • (a) The value of this investment is the price paid in the public tender offer for the de-listing occurred in 2006. Since that date no change in the value of the investment was recorded.
  • (b) Market value was determined based on an independent valuation for the period of assets held by this affiliated company, after deduction of associated net debt and of the share attributable to non-controlling interests.

During the first half 2014 the Company acquired 4,143,590 of Sonaecom, SGPS, SA capital shares.

During 2012, Sonae entered into a contract with Sonaecom, SGPS, SA, in which it agrees to handover Sonaecom shares to employees of that subsidiary during 2016. The change in the fair value of the above mentioned shares and liability was recognized in the income statement.

During the 1st half of 2013, Sonae entered into an agreement with a subsidiary of France Telecom ("FT-Orange") to transfer 20% of the capital of Sonaecom, SGPS, SA to Sonae, SGPS, SA. Sonae recorded this asset as an acquisition with deferred payment, since the shares rights under this agreement are attributed to Sonae. The carrying amount corresponded to the agreed price considering the consolidation of the telecommunications sector in Portugal, discounted to the acquisition date (97,289,802 euro).

The accumulated impairment loss on subsidiaries recorded in previous year's amounts to 198,000,000 euro and relates to financial investment held in Sontel BV (165,500,000 euro) and Sonae Investments, BV (32,500,000 euro).

5 OTHER INVESTMENTS

As at 30 June 2014 and 31 December 2013 other investments are as follows:

30.June.2014
Companies Opening
balance
Increase Decrease Changes in fair
value
Closing
balance
Associação Escola Gestão Porto 49,880 - - - 49,880
Fundo Especial de Invest.Imob. Fechado Imosonae Dois 2,546 - - - 2,546
Fundo de Investimento Imobiliário Fechado Imosede 29,315,009 - - 581,577 29,896,586
Total 29,367,435 - - 581,577 29,949,012
31.December.2013
Opening Closing
Companies Opening
balance
Increase Decrease Changes in fair
value
Closing
balance
Associação Escola Gestão Porto 49,880 - - - 49,880
Fundo Especial de Invest.Imob. Fechado Imosonae Dois 2,546 - - - 2,546
Fundo de Investimento Imobiliário Fechado Imosede 19,936,181 10,000,541 - (621,713) 29,315,009
Magma No. 1 Securitisation Notes 18,640,000 - (18,640,000) - -
Total 38,628,607 10,000,541 (18,640,000) (621,713) 29,367,435

6 OTHER NON-CURRENT ASSETS

As at 30 June 2014 and 31 December 2013 other non-current assets are detailed as follows:

30.June.2014 31.December.2013
Loans granted to group companies:
Sonae Investments, BV 115,000,000 124,666,551
Sonae Investimentos, SGPS, SA 347,400,000 347,400,000
462,400,000 472,066,551

The amount recognized under the caption loans granted to Sonae Investimentos, SGPS, SA, refers to a subordinate bond loan, repayable in 10 years issued by Sonae Investimentos at market conditions in 28 December 2010 amounting to 400,000,000 euro, relating 8,000 bonds with nominal value of 50,000 euro each, bearing fixed interest rate with full reimbursement in the end of the period. In December 2011, 1,052 bonds were sold to a subsidiary for 42,080,000 euro.

The fair value of the bonds related to this loan as at 30 June 2014, is 41,943 euro (41,495 euro as at 31 December 2013) per bond, according with a valuation made by the use of discounted cash flow models. There is no evidence of impairment on this loan.

The other loans granted to group companies, bear interest at market rates indexed to Euribor, have a long term maturity and its fair value is similar to its carrying amount.

7 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2014 and 31 December 2013 trade accounts receivable and other current assets are detailed as follows:

30.June.2014 31.December.2013
Trade accounts receivable 213,259 468,059
Group companies 59,703,714 10,955,441
Taxes and contributions receivable 1,698,723 2,589,020
Accrued income and prepayments 16,050,835 3,302,072
Others 3,290,464 238,938
Total 80,956,995 17,553,530

The caption "Accrued income and prepayments" mainly includes receivables relating to interests from loans granted to group companies (Note 6).

8 CASH AND CASH EQUIVALENTS

As at 30 June 2014 and 31 December 2013 cash and cash equivalents are detailed as follows:

30.June.2014 31.December.2013
89
96,239,148
164,013,123 96,239,237
99,600 -
163,913,523 96,239,237
89
164,013,034

9 SHARE CAPITAL

As at 30 June 2014 and 31 December 2013 share capital consisted of 2,000,000,000 ordinary shares of 1 euro each.

10 LOANS

As at 30 June 2014 and 31 December 2013, loans are made up as follows:

30.June.2014 31.December.2013
Bonds Sonae 2010/2015 - 250,000,000
Bonds Continente - 7% - 2015 197,571,166 200,000,000
Up-front fees not yet charged to income statement (1,636,262) (2,911,460)
Bonds 195,934,904 447,088,540
Nominal value of bank loans 135,000,000 95,000,000
Up-front fees not yet charged to income statement - (579,750)
Bank loans 135,000,000 94,420,250
Non-current loans 330,934,904 541,508,790
Bonds Sonae 2007/2014 250,000,000 150,000,000
Up-front fees not yet charged to income statement (693,749) (27,764)
Bonds 249,306,251 149,972,236
Bank overdrafts 99,600 -
Derivatives - 2,421,024
Other bank loans 76,502,486 1,961,683
Current loans 325,908,337 154,354,943

As at 30 June 2014 Sonae, SGPS has agreed lines of credit and commercial paper programs amounting to 520 million euro, out of which 181.5 million euro with firm commitments with maturity not exceeding one year and 135 million euro with firm commitments with maturity over one year.

Under the above mentioned lines of credit and commercial paper programs with firm commitments, Sonae, SGPS had 146.4 million euro credit facilities available to meet its liquidity requirements.

The interest rate as at 30 June 2014 of the bonds and bank loans was, in average, 4.20% (3.58% as at 31 December 2013).

Maturity of Borrowings

As at 30 June 2014 and 31 December 2013 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:

30.June.2014 31.December.2013
N+1 326,602,086 -
N+2 197,571,166 151,961,683
N+3 - 525,000,000
N+4 - -
N+5 90,000,000 -
after N+5 45,000,000 20,000,000

11 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 June 2014 and 31 December 2013, trade creditors and other current liabilities are detailed as follows:

30.June.2014 31.December.2013
Trade creditors 257,869 189,969
Group companies 213,323,000 12,530,000
Taxes and contributions payable 3,309,350 454,452
Accrued expenses 11,492,626 10,535,690
Others 125,443,730 102,312,829
Total 353,826,575 126,022,940

The amount recorded under the caption "other creditors" includes 104.203.785 euro (discounted to 30 June 2014 which will be paid in August 2014) relating the acquisition of 20% share capital of Sonaecom, SGPS, SA.

12 CONTINGENT LIABILITIES

As at 30 June 2014 and 31 December 2013, contingent liabilities are detailed as follows:

30.June.2014 31.December.2013
Guarantees given:
on tax claims 83,913,842 71,421,912
on judicial claims 70,766 70,766
Guarantees given in favour of subsidiaries a) 277,170,778 272,612,454

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

13 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Balance 30.June.2014 31.December.2013
Group companies 67,231,105 3,836,846
Jointly controlled companies 11,735,042 10,780,435
Other partners in group companies 50,005 98,005
Accounts receivable 79,016,152 14,715,286
Parent company 412,824 767,423
Group companies 22,999,713 1,462,346
Jointly controlled companies 11,761 2,098
Other partners in group companies 7,781 4,712
Accounts payable 23,432,079 2,236,579
Group companies 462,400,000 472,066,551
Loans granted 462,400,000 472,066,551
Group companies 213,323,000 12,530,000
Loans obtained 213,323,000 12,530,000
Transactions 30.June.2014 30.June.2013
Group companies 1,692,864 1,613,976
Jointly controlled companies 108,188 108,360
Other partners in group companies 50,000 50,406
Services rendered and other income 1,851,052 1,772,742
Parent company 355,652 302,696
Group companies 685,093 636,810
Jointly controlled companies 25,301 38,300
Other partners in group companies 3,758 8,621
Purchases and services obtained 1,069,804 986,427
Group companies 18,531,530 15,899,789
Interest income 18,531,530 15,899,789
Group companies 1,922,046 647,451
Interest expenses 1,922,046 647,451
Group companies 34,224,473 34,665,008
Dividend income (Note 14) 34,224,473 34,665,008
Parent company 2,580 -
Other partners in group companies 3,035,835 10,000,541
Acquisition of investments 3,038,415 10,000,541
Group companies 4,041,416 -
Jointly controlled companies 927,449 -
Sale of treasury shares 4,968,865 -

All Sonae, SGPS, S.A. subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements. All Efanor Investimentos, SGPS, SA (parent company), subsidiaries, including the ones of Sonae Indústria, SGPS, SA and of Sonae Capital, SGPS, SA (other partners in group companies) are also considered related parties.

14 INVESTMENTS INCOME

As at 30 June 2014 and 2013, investment income can be detailed as follows:

30.June.2014 30.June.2013
Dividends 34,224,473 34,665,008
34,224,473 34,665,008

Dividends were distributed from Sonae Investimentos, SGPS, SA (34,158,036 euro) and Sonaegest, SA (66,437 euro).

15 EARNINGS PER SHARE

Earnings per share for the period were calculated taking into consideration the following amounts:

30.June.2014 30.June.2013
Net profit
Net profit taken into consideration to calculate basic earnings per
share (Net profit for the period)
33,480,299 30,764,609
Effect of dilutive potential shares - -
Interests related to convertible bonds (net of tax)
Net profit taken into consideration to calculate diluted earnings per
share:
-
33,480,299
-
30,764,609
Number of shares
Weighted average number of shares used to calculate basic earnings 1,997,180,105 2,000,000,000
Effect of dilutive potential ordinary shares from convertible bonds - -
Outstanting shares related with deferred performance bonus 1,413,584 2,250,549
Number of shares that could be acquired at average market price (658,643) (892,052)
Weighted average number of shares used to calculate diluted
earnings per share
1,997,935,046 2,001,358,497
Profit/(Loss) per share
Basic
Diluted
0.016764
0.016757
0.015382
0.015372

16 APPROVAL OF FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 19 August 2014.

17 INFORMATION REQUIRED BY LAW

Decree-Law nr 318/94 art 5 nr 4

During the period ended 30 June 2014 short-term loan contracts were entered into with the following companies:

Sonae Investmentos, SGPS, SA

Sonaecenter Serviços, SA

Sonaecom, SGPS, SA

Sontel, BV

As at 30 June 2014 amounts owed by subsidiaries can be summarized as follows:

Closing Balance
Sonae Investments, BV 115,000,000
Total 115,000,000

As at 30 June 2014 amounts owed to subsidiaries can be summarized as follows:

Closing Balance
Sonaecenter Serviços, SA 341,000
Sontel, BV 212,982,000
Total 213,323,000

The Board of Directors

Belmiro Mendes de Azevedo

Álvaro Carmona e Costa Portela

Álvaro Cuervo Garcia

Bernd Bothe

Christine Cross

Michel Marie Bon

José Neves Adelino

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

SAFE HARBOUR

This document may contain forward‐looking information and statements, based on management's current expectations or beliefs. Forward‐looking statements are statements that should not be regarded as historical facts.

These forward‐looking statements are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward‐looking statements, including, but not limited to, changes in regulation, industry and economic conditions; and the effects of competition. Forward‐looking statements may be identified by words such as "believes," "expects," "anticipates," "projects," "intends," "should," "seeks," "estimates," "future" or similar expressions.

Although these statements reflect our current expectations, which we believe are reasonable, investors and analysts, and generally all recipients of this document, are cautioned that forward‐looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward‐ looking information and statements. You are cautioned not to put undue reliance on any forward‐looking information or statements. We do not undertake any obligation to update any forward‐looking information or statements.

Report available at Sonae's institutional website www.sonae.pt

Media and Investor Contacts

Patrícia Vieira Pinto Head of Investor Relations [email protected] Tel.: + 351 22 010 4794

Catarina Oliveira Fernandes Head of Communication, Brand and Corporate Responsibility [email protected] Tel: + 351 22 010 4775

Rita Barrocas External Communication [email protected] Tel: + 351 22 010 4745

Sonae Lugar do Espido Via Norte 4471‐909 Maia Portugal Tel.: +351 229487522 Fax: +351 22940463

SONAE is listed on the Euronext Stock Exchange. Information may also be accessed on Reuters under the symbol SONP.IN and on Bloomberg under the symbol SONPL

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