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Samba Digital SGPS S.A

Interim / Quarterly Report Aug 26, 2013

6003_ir_2013-08-26_0431c474-cd04-4458-b286-0393acd7a440.pdf

Interim / Quarterly Report

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Sonae Capital, SGPS, SA Lugar do Espido, Via Norte T (+351) 22 010 79 03 Share Capital 250,000,000 euro Sociedade Aberta Apartado 3053 – 4471-937 Maia F (+351) 22 010 79 35 Maia Commercial Registry and Portugal www.sonaecapital.pt Fiscal Nr. 508 276 756

INDEX

REPORT OF THE BOARD OF DIRECTORS 3
1.
HIGHLIGHTS
4
2.
OVERALL PERFORMANCE
5
3.
SEGMENT PERFORMANCE
7
4.
INDIVIDUAL FINANCIAL STATEMENTS
10
4.
OWN SHARES
10
GLOSSARY 11
APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS 12
CONSOLIDATED FINANCIAL STATEMENTS 17
INDIVIDUAL FINANCIAL STATEMENTS 52
LIMITED REVIEW REPORT 72

30 JUNE 2013

1. HIGHLIGHTS

OPERATIONAL PERFORMANCE IN THE SECOND QUARTER OF THE YEAR DENOTES SIGNIFICANT IMPROVEMENT…

  • Turnover grew 12.0%, to 30.0 M.€, driven by,
  • ► Growth in Sistavac Group, namely in international operations (Brazil and export market)
  • ► Increase in the number of rooms nights sold in troiaresort hotel units (+52%, mostly from international golf and groups segments occupancy) and Porto Palácio Hotel (+20%, mainly driven by MICE and corporate segments)
  • ► Increased contribution from the Energy business (3 cogeneration facilities in 1H13 vs. 2 facilities in 1H12)
  • Positive 1.0 M.€ EBITDA (nil in 2Q12), following,
  • ► Overall improvement in the Group's operational business segments, through increase in activity levels
  • ► Efforts towards the optimization of cost structures, particularly in Sistavac Group, Hotels and Fitness (which continues to deliver positive EBITDA contribution in the quarter)

… AND CONTRIBUTES TO HALF YEAR RESULTS POSITIVE TREND COMPARED TO PREVIOUS YEAR

  • Turnover reaches 54.6 M.€, representing a 5.2% growth
  • EBITDA reaches positive 0.1 M.€, compared to -3.2 M.€ in 1H12
  • Net Financial Expenses improved 5.5%, to -5.3 M.€
  • Net Profit improved 6.8%, to -11.9 M.€

We highlight that as at the date of this report, and since the beginning of the year, sales efforts in troiaresort translated into 13 sales deeds, 9 promissory purchase agreements and 5 reservation agreements regarding real estate units, totaling 27 units.

2. OVERALL PERFORMANCE

Consolidated Profit and Loss
Million euro
2Q13 2Q12 D 13/12 6M13 6M12 D 13/12
Total Operational Income 31,8 29,1 +9,5% 58,1 55,6 +4,5%
Turnover
Other Operational Income
1,8 30,0 26,8 +12,0%
2,3 -20,0%
3,5 54,6 51,9 +5,2%
3,7 -5,4%
Total Operational Expenses -30,4 -29,1 -4,4% -57,3 -58,5 +2,2%
Cost of Goods Sold
Change in Stocks of Finished Goods
External Supplies and Services
Staff Costs
Other Operational Expenses
-10,7
1,7
-8,9
-0,6
-0,9 -8,1 -32,1% -18,0 -16,0 -12,7%
-
-11,8 -10,7 -11,0% -21,8 -20,9 -4,3%
-8,6 -3,5% -17,8 -18,4 +3,4%
-0,8 +24,2%
1,3
-1,0
-1,9 -
-1,3 +27,2%
EBITDA 1,0 0,0 - 0,1 -3,2 -
EBIT -2,4 -3,7 +35,3% -6,5 -10,3 +36,7%
Net Financial Expenses
Investment Income and Results from Assoc.
Undertakings
-2,9
1,4
0,1 -2,4 -17,1%
-
-5,3
3,0
-5,6 +5,5%
2,0 +48,1%
EBT -3,8 -6,0 +35,8% -8,9 -13,9 +36,3%
Taxation -1,6 0,1 - -3,1 1,1 -
NET PROFIT -5,5 -5,9 +6,7% -11,9 -12,8 +6,8%
Attributable to Equity Holders of Sonae Capital
Attributable to Non-Controlling Interests
-5,7
0,2
-0,1 -5,8 +2,5% -11,9 -12,5 +4,2%
-
0,0 -0,3 -

Consolidated Balance Sheet

Million euro
6M13 2012 D 13/12
Total Assets 647.4 657.4 -1.5%
Tangible and Intangible Assets 249.3 253.9 -1.8%
Goodwill 61.0 61.0 -
Non-Current Investments 49.9 55.0 -9.2%
Other Non-Current Assets 49.6 48.3 +2.6%
Stocks 189.1 187.8 +0.7%
Trade Debtors and Other Current Assets 44.1 48.1 -8.4%
Cash and Cash Equivalents 4.3 3.2 +33.1%
Total Equity 314.4 324.0 -2.9%
Total Equity attributable to Equity Holders of
Sonae Capital
306.0 315.2 -2.9%
Total Equity attributable to Non-Controlling
Interests
8.4 8.7 -3.4%
Total Liabilities 332.9 333.5 -0.2%
Non-Current Liabilities 151.8 180.1 -15.7%
Non-Current Borrowings 130.9 158.7 -17.5%
Deferred Tax Liabilities 13.8 14.3 -3.5%
Other Non-Current Liabilities 7.1 7.1 0.5%
Current Liabilities 181.1 153.4 +18.1%
Current Borrowings 132.2 100.6 +31.4%
Trade Creditors and Other Current Liabilities 48.9 52.7 -7.3%
Total Equity and Liabilities 647.4 657.4 -1.5%

Turnover reached 54.6 M.€ in the half year, representing a 5.2% growth over the comparable period,

driven by the Sistavac Group and the Energy business.

Following this increase (and positively impacted by a 2.2% reduction in operational expenses), consolidated EBITDA reached positive 0.1 million euro in the half year, a significant improvement over the -3.2 million euro from the same period last year,

comprising an overall improvement in all business segments, and positive contributions from the Energy business (1.7 million euro), Sistavac Group (0.9 million euro) and Fitness (0.3 million euro).

Net profit in the half year was negative 11.9 million euro, corresponding to a 6.8% year-onyear improvement,

Net Profit
1H12
EBITDA D&A Net Fin. Expenses Associated
Undert./
Invest.
Income
Taxation Net Profit
1H13
-12.8 +3.3 +0.5 +0.3 +1.0 -4.2 -11.9

including a 1.0 million euro increase in results from associated undertakings / investments, mainly explained by Norscut contribution.

Net Capital Employed
Million Euro
6M13 2012 2011
Net Capital Employed 573.2 580.0 598.0
Capex in the Period 2.3 12.1 11.0
Working Capital 184.3 183.2 208.8
Equity 314.4 324.0 336.9
Net Debt 258.8 256.1 261.1
Net Debt / Capital Employed 45.15% 44.15% 43.66%
Gearing 82.30% 79.04% 77.50%

Capex amounted to 2.3 million euro in the first half of the year, and is mostly explained by the Energy business,

which contribution includes circa 1.3 million euro investment in a photovoltaic plant that will start operations in the last quarter of the year.

As at 30 June 2013, Net Debt was 258.8 million euro (243.5 million euro excluding debt from the Energy business),

with the Group proceeding with the objective of reducing the level of structural debt.

The 5.5% improvement in half year net financial expenses reflects the reduction in the funding cost and in the average debt level.

Following the policies and measures implemented to manage liquidity and bank relationship risks, the Group does not foresee any risks which may affect businesses as a going concern.

3. SEGMENT PERFORMANCE

SONAE TURISMO

Sonae Turismo's turnover reached 15.6 million euro, posting a marginal decrease (1%) compared to the first half of 2012 and diverse performance in each business segment.

EBITDA was negative 3.9 million euro, with improved contributions from all operational business segments, consistent with the previous quarter's trend.

1H12 Resorts Fitness Hotels Others 1H13
-6.0 +0.8 +0.8 +0.9 -0.3 -3.9

RESORTS

As at the date of this report, real estate contracts signed regarding residential units in troiaresort include 13 sales deeds (9 until 30 June),

9 promissory purchase agreements, and 5 reservation agreements (the latter including the payment of a reservation fee).

FITNESS

First half results confirm the success of the Solinca's brand repositioning strategy and of the more competitive commercial approach (covering, among other initiatives, cross-selling campaigns).

Recent business strategic options led to a 38% increase in the number of active members, compared to the same period in the previous year, and to positive 0.3 million euro EBITDA in the first half (0.2 million euro in second quarter), which compares with -0.5 million euro in the first half of 2012, leading to an improved EBITDA margin.

The Fitness business strategic roadmap will continue to focus on strengthening the membership base, increasing the scale of operation, and growing average profitability.

HOTELS

The turnover performance of the hotel segment reflects a 30.1% increase in the number of room nights sold in the half year, particularly in troiaresort units (mainly driven by international markets – golf and groups segment) and Porto Palácio Hotel (through growth in MICE and corporate segments).

The recent cost structure optimization, together with the improvement in occupancy rates, led to a 0.8 million euro increase in the business contribution to the Group's EBITDA.

ENERGY

Growth in turnover and EBITDA of the Energy business reflects the contribution of the new cogeneration plant in Vale de Cambra, which was not yet in operation in the first half of 2012.

As at 30 June 2013, the Energy business continues to post, in absolute terms, the most significant EBITDA contribution within the Group's business portfolio.

Once the new photovoltaic park starts operations (scheduled for the last quarter of the year), the power under management will rise to 19.3 MW.

REFRIGERATION, HVAC

In the second quarter of the year, the Sistavac Group increased its exposure to international markets (through exports and direct local sales), contributing to the 2.6 million euro growth in international turnover from the first half of the year (mainly in refrigeration and HVAC business segments).

The EBITDA performance in Portugal continued to reflect the fixed costs optimization efforts which are being pursued in order to adjust the structure to the decrease experienced in activity levels. Internationally, growth in EBITDA is mainly explained by increased activity in the Brazilian operation.

This business area still encloses potential for additional efficiency gains.

As at 30 June, capital employed in real estate assets (ex-tourism assets) amounted to 129.2 million euro:

(note: external evaluation reported at 31 December 2011 - Cushman & Wakefield)

FINANCIAL SHAREHOLDINGS

Major assets:

Asset
% Shareholding
Norscut 36.00%
Imosede Fund 25.85%
Saúde Atlântica (Healthcare) 50.00%
Lidergraf 24.50%

In the reporting period, the main change in this segment regards the sale of 6.51% stake in Imosede Real Estate Investment Fund, which occurred in March 2013, generating a 10 million euro cash inflow.

The Group proceeds with efforts aimed at selling non-strategic assets, in order to foster deleveraging and support future growth plans.

OTHER ASSETS

Non-strategic assets, which are available for sale, include:

REAL ESTATE ASSETS (ex-tourism assets)

During the first half of the year, and following the sales guidance set for this group of assets, sales deeds signed amounted to 0.2 million euro.

Addressing current market trends and the demand profile for such type of assets, 50 rental contracts regarding City Flats were signed up to today (with 58 apartments remaining available for sale/rental).

4. OTHER RELEVANT INFORMATION

INDIVIDUAL FINANCIAL STATEMENTS

Sonae Capital, SGPS, SA, the Group's holding company, posted a 12,371,328 euro net profit in the half year, compared to a net profit of 813,827 euro in the same period last year, including the significant 12.4 million euro impact from dividends paid by associated undertakings.

OWN SHARES

As a result of Sonae Capital's share performance during the first half of the year, and in accordance with the approval given at the last Shareholders' General Meeting, Sonae Capital acquired, from 2 January to 24 June 2013, 1,401,405 own shares on NYSE Euronext Lisbon Stock Exchange, at an average price of 0.185 euro per share.

After these transactions, as at 30 June 2013, Sonae Capital held 3,019,115 own shares, representing circa 1.208% of its share capital.

Maia, 30 July 2013 The Board of Directors

GLOSSARY

  • HVAC = Heating, Ventilation and Air Conditioning.
  • EBITDA = Operational Profit (EBIT) + Amortization and Depreciation + Provisions and Impairment Losses (excluding those regarding receivables) + Impairment Losses of Real Estate Assets in Stocks (included in Costs of Goods Sold) – Reversal of Impairment Losses and Provisions (included in Other Operating Income, excluding those regarding receivables).
  • Net Debt = Non-Current Loans + Current Loans – Cash and Cash Equivalents – Current Investments.

  • Capex = Investment in Tangible and Intangible Assets.

  • Gearing Ratio = Net Debt / Equity.

APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS

30 JUNE 2013

STATEMENT

Under the terms of Article 245, paragraph 1, c) of the Portuguese Securities Code

(Translation of a Statement originally issued in Portuguese)

The signatories individually declare that, to their knowledge, the Report of the Board of Directors, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with applicable International Financial Reporting Standards, and give a true and fair view, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Sonae Capital, SGPS, SA, and of the companies included in the consolidation perimeter, where appropriate, and that the Report of the Board of Directors faithfully describes major events that occurred during the first half of 2013 and their impacts, if any, in the business performance and financial position of Sonae Capital, SGPS, SA and of the companies included in the consolidation perimeter, and contains an appropriate description of the major risks and uncertainties that they face.

Maia, 30 July 2013

Belmiro Mendes de Azevedo Ivone Pinho Teixeira Chairman of the Board of Directors Member of the Board of Directors

Maria Cláudia Teixeira de Azevedo Francisco de La Fuente Sánchez Member of the Board of Directors Member of the Board of Directors

Álvaro Carmona e Costa Portela Paulo José Jubilado Soares de Pinho Member of the Board of Directors Member of the Board of Directors

GOVERNING BODIES

(Article 447 of the Portuguese Companies Act and nr.7 of Article 14 of CMVM Regulation nr.5/2008)

Disclosure of shares and other securities held by Members of the Board of Directors and Fiscal Board and of transactions during the first half 2013 involving shares and other securities:

Purchases Sales Balance as at
30.06.2013
Date Quantity Av. Price € Quantity Av. Price € Quantity
Belmiro Mendes de Azevedo
Efanor Investimentos, SGPS, SA (1) 49,999,997
(includes 1 share owned by the spouse)
Sonae Capital, SGPS, SA (a) 838,862
Maria Cláudia Teixeira de Azevedo
Efanor Investimentos, SGPS, SA (1) 1
Linhacom, SGPS, SA (2) 99,996
Álvaro Carmona e Costa Portela
Sonae Capital, SGPS, SA 3,242
Paulo José Jubilado Soares de Pinho
Sonae Capital, SGPS, SA (b) 20,775
Purchases Sales Balance as at
30.06.2013
Date Quantity Av. Price € Quantity Av. Price € Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae Capital, SGPS, SA 88,859,200
Pareuro, BV (3) 2,000,000
(2) Linhacom, SGPS, SA
Sonae Capital, SGPS, SA 43,912
Imparfin, SGPS, SA (4) 150,000
(3) Pareuro, BV
Sonae Capital, SGPS, SA 66,600,000
(4) Imparfin, SGPS, SA
Sonae Capital, SGPS, SA 513,160

(a) Includes 1,862 shares owned by the spouse.

(b) Includes 8,125 shares owned by Change Partners, SCR, SA, company where Paulo José Jubilado Soares de Pinho is member of the Board of Directors.

APPENDIX REQUIRED BY ARTICLE 448 OF THE PORTUGUESE COMPANIES ACT

Number of shares held by shareholders owning more than 10%, 33% or 50% of the company's share capital:

Number of shares as at 30.06.2013

Efanor Investimentos, SGPS, SA (1)
Sonae Capital, SGPS, SA 88,859,200
Pareuro, BV 2,000,000
Pareuro, BV

Sonae Capital, SGPS, SA 66,600,000

(1) Belmiro Mendes de Azevedo is, under the terms of paragraph b number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, as he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely controls Pareuro BV.

QUALIFIED SHAREHOLDINGS

As required by number 1, c) of article 9 of CMVM Regulation Nr. 05/2008, the following shareholders held more than 2% of the company's share capital as at 30 June 2013:

Shareholder Nr. of Shares % of Share
Capital
% of Voting
Rights
Efanor Investimentos, SGPS, S.A. (1)
Directly Owned 88,859,200 35.544% 35.544%
Through Pareuro, BV (controlled by Efanor) 66,600,000 26.640% 26.640%
Through Belmiro Mendes de Azevedo (Chairman of the Board of Directors of Efanor) 837,000 0.335% 0.335%
Through Maria Margarida Carvalhais Teixeira de Azevedo (Member of the Board of Directors of
Efanor)
1,862 0.001% 0.001%
Through Linhacom, SGPS, S.A. (controlled by the Member of the Board of Directors of Efanor
Maria Cláudia Teixeira de Azevedo)
43,912 0.018% 0.018%
Through Migracom, SGPS, S.A. (controlled by the Member of the Board of Directors of Efanor
Duarte Paulo Teixeira de Azevedo)
161,250 0.065% 0.065%
Through descendents of Duarte Paulo Teixeira de Azevedo (Member of the Board of Directors of
Efanor)
411 0.000% 0.000%
Through descendents of Nuno Miguel Teixeira de Azevedo (Member of the Board of Directors of
Efanor)
1,312 0.001% 0.001%
Total attributable 156,504,947 62.602% 62.602%
CAIXA GEST - Técnicas de Gestão de Fundos, SA
Through CXG ACC Portugal Fund (controlled by Caixa Gest)
3,566,421 1.427% 1.427%
Through CXG PPA Fund (controlled by Caixa Gest) 1,438,218 0.575% 0.575%
Total attributable 5,004,639 2.002% 2.002%
Santander Asset Management - Sociedade Gestora de Fundos de Investimento Mobiliários,
S
A
Through Santander Acções Portugal Fund (managed by Santander Asset Management) 5,214,974 2.086% 2.086%
Through Santander PPA Fund (managed by Santander Asset Management) 484,869 0.194% 0.194%
Total attributable 5,699,843 2.280% 2.280%
Blueshore Global Equity Fund 5,000,000 2.000% 2.000%
Total attributable 5,000,000 2.000% 2.000%

(1) Belmiro Mendes de Azevedo is, under the terms of paragraph b number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, as he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely controls Pareuro BV.

CONSOLIDATED FINANCIAL STATEMENTS

30 JUNE 2013

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2013 AND 31 DECEMBER 2012

(Amounts expressed in euro)

ASSETS Notes 30.06.2013 31.12.2012
NON-CURRENT ASSETS:
Tangible assets 7 241,738,868 246,117,450
Intangible assets 7 7,609,693 7,831,062
Goodwill 8 60,988,643 60,988,643
Investments in associated companies 5 8,820,241 4,666,035
Other investments 6 and 9 41,119,970 50,325,207
Deferred tax assets 13 27,585,939 27,849,077
Other non-current assets 10 22,025,734 20,481,928
Total non-current assets 409,889,088 418,259,402
CURRENT ASSETS:
Stocks 11 189,093,324 187,800,644
Trade account receivables and other current assets 12 44,005,787 48,109,558
Cash and cash equivalents 14 4,318,092 3,244,695
Total Current Assets 237,417,203 239,154,897
TOTAL ASSETS 647,306,291 657,414,299
EQUITY AND LIABILITIES
EQUITY:
Share capital 15 250,000,000 250,000,000
Own Shares 15 (525,385) (264,705)
Reserves and retained earnings 68,488,225 76,606,169
Profit/(Loss) for the year attributable to the equity holders of Sonae (11,929,132) (11,092,003)
Capital
Equity attributable to the equity holders of Sonae Capital
306,033,708 315,249,461
Equity attributable to non-controlling interests 16 8,407,418 8,707,639
TOTAL EQUITY 314,441,126 323,957,100
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 17 130,883,977 158,675,673
Other non current liabilities 19 4,033,217 3,997,310
Deferred tax liabilities 13 13,841,314 14,344,526
Provisions 22 3,079,824 3,079,824
Total Non-Current Liabilities 151,838,332 180,097,333
CURRENT LIABILITIES:
Loans 17 132,218,382 100,639,248
Trade creditors and other current liabilities 21 47,640,503 51,565,511
Provisions 22 1,167,948 1,155,107
Total Current Liabilities 181,026,833 153,359,866
TOTAL LIABILITIES 332,865,165 333,457,199
TOTAL EQUITY AND LIABILITIES 647,306,291 657,414,299

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2013 AND 2012

(Amounts expressed in euro)

Notes 30.06.2013 30.06.2012
Sales 23,132,450 23,700,417
Services rendered 31,465,974 28,207,696
Other operating income 3,484,841 3,685,390
Cost of sales (17,983,399) (15,955,446)
Changes in stocks of finished goods and work in progress 1,297,934 (1,893,209)
External supplies and services (21,828,702) (20,937,930)
Staff costs (17,790,572) (18,421,420)
Depreciation and amortisation 7 (6,713,058) (7,175,672)
Provisions and impairment losses (584,827) (126,910)
Other operating expenses (975,522) (1,340,437)
Operational profit/(loss) (6,494,881) (10,257,521)
Financial Expenses (5,910,733) (6,498,152)
Financial Income 598,610 874,677
Profit/(Loss) in associated undertakings 5 2,442,536 3,076,303
Investment income 513,605 (1,080,763)
Profit/(Loss) before taxation (8,850,863) (13,885,456)
Taxation 25 (3,075,964) 1,090,274
Profit/(Loss) for the year 26 (11,926,827) (12,795,182)
Attributable to:
Equity holders of Sonae Capital (11,929,132) (12,450,477)
Non-controlling interests 16 2,305 (344,705)
Profit/(Loss) per share
Basic 27 (0.048092) (0.049882)
Diluted 27 (0.048092) (0.049882)

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 2nd QUARTERS OF 2013 AND 2012

(Amounts expressed in euro)

Notes nd Quarter 13 1
2
nd Quarter 12 1
2
Sales 16,250,249 12,073,927
Services rendered 13,782,753 14,733,382
Other operating income 1,804,530 2,256,438
Cost of sales (10,713,892) (8,113,136)
Changes in stocks of finished goods and work in progress 1,688,708 (919,069)
External supplies and services (11,830,344) (10,656,057)
Staff costs (8,909,468) (8,609,558)
Depreciation and amortisation (3,333,024) (3,608,985)
Provisions and impairment losses (516,987) (34,487)
Other operating expenses (588,775) (776,981)
Operational profit/(loss) (2,366,250) (3,654,526)
Financial Expenses (3,161,335) (2,846,763)
Financial Income 298,492 402,390
Profit/(Loss) in associated undertakings 1,189,829 1,184,243
Investment income 189,435 (1,083,110)
Profit/(Loss) before taxation (3,849,829) (5,997,766)
Taxation (1,643,144) 108,395
Profit/(Loss) for the period (5,492,973) (5,889,371)
Attributable to:
Equity holders of Sonae Capital (5,679,648) (5,826,596)
Non-controlling interests 186,675 (62,775)
Profit/(Loss) per share
Basic (0.022913) (0.023346)
Diluted (0.022913) (0.023346)

The accompanying notes are part of these financial statements.

1Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2013 AND 2012

(Amounts expressed in euro)

30.06.2013 30.06.2012
Consolidated net profit/(loss) for the period (11,926,827) (12,795,182)
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences (73,510) 1,193,096
Share of other comprehensive income of associates and joint
ventures accounted for by the equity method (Note 5)
1,704,670 41,262
Change in the fair value of assets available for sale 833,690 -
Change in the fair value of cash flow hedging derivatives 714,369 (353,147)
Tax related to other comprehensive income captions (216,125) -
Other comprehensive income for the period 2,963,094 881,211
Total comprehensive income for the period (8,963,733) (11,913,971)
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
(8,956,162)
(7,571)
(11,549,418)
(364,553)

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 2nd QUARTERS OF 2013 AND 2012

(Amounts expressed in euro)

nd Quarter 13 1
2
nd Quarter 12 1
2
Consolidated net profit/(loss) for the period (5,492,973) (5,889,371)
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences (112,159) 1,201,884
Share of other comprehensive income of associates and joint
ventures accounted for by the equity method (Note 5)
1,190,978 511,923
Change in the fair value of assets available for sale 360,926 -
Change in the fair value of cash flow hedging derivatives 330,497 (53,468)
Tax related to other comprehensive income captions (97,934) -
Other comprehensive income for the period 1,672,308 1,660,339
Total comprehensive income for the period (3,820,665) (4,229,032)
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
(3,981,615)
160,950
(4,148,448)
(80,584)

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2013 AND 2012

(Amounts expressed in Euro)

Attributable to Equity Holders of Sonae Capital
Share
Capital
Own
Shares
Demerger
Reserve
(Note 16)
Translation
Reserves
Fair Value
Reserves
Hedging
Reserves
Other
Reserves and
Retained
Earnings
Sub total Net
Profit/(Loss)
Total Non
Controlling
Interests
Total Equity
Balance as at 1 January 2012 250,000,000 (36,143) 132,638,253 (1,179,502) - (1,737,980) (55,049,957) 74,670,814 2,994,272 327,628,943 9,241,777 336,870,720
Total consolidated comprehensive income for the period - - - 1,206,031 - (346,234) 41,262 901,059 (12,450,477) (11,549,418) (364,553) (11,913,971)
Appropriation of profit of 2011:
Transfer to legal reserves and retained earnings - - - - - - 2,994,272 2,994,272 (2,994,272) - - -
Acquisition of own shares - (62,928) - - - - - - - (62,928) - (62,928)
Changes in the percentage of capital held in affiliated companies - - - - - - - - - - - -
Other changes - - - 309,716 - - (301,098) 8,618 - 8,618 - 8,618
Balance as at 30 June 2012 250,000,000 (99,071) 132,638,253 336,245 - (2,084,214) (52,315,521) 78,574,763 (12,450,477) 316,025,215 8,877,224 324,902,439
Balance as at 1 January 2013 250,000,000 (264,705) 132,638,253 (11,486) 153,082 (2,337,176) (53,836,504) 76,606,169 (11,092,003) 315,249,461 8,707,639 323,957,100
Total consolidated comprehensive income for the period - - - (51,196) 617,565 701,931 1,704,670 2,972,970 (11,929,132) (8,956,162) (7,571) (8,963,733)
Appropriation of profit of 2012:
Transfer to legal reserves and retained earnings - - - - - - (11,092,003) (11,092,003) 11,092,003 - - -
Dividends paid - - - - - - - - - - (291,900) (291,900)
Acquisition of own shares - (260,680) - - - - - - - (260,680) - (260,680)
Changes in the percentage of capital held in affiliated companies - - - - - - 750 750 - 750 (750) -
Other changes - - - - - - 339 339 - 339 - 339
Balance as at 30 June 2013 250,000,000 (525,385) 132,638,253 (62,682) 770,647 (1,635,245) (63,222,748) 68,488,225 (11,929,132) 306,033,708 8,407,418 314,441,126

The accompanying notes are part of these financial statements.

CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2013 AND 2012

(Amounts expressed in Euro)

Notes 30.06.2013 30.06.2012 nd Quarter 13 1
2
nd Quarter 12 1
2
OPERATING ACTIVITIES:
Cash receipts from trade debtors 52,018,420 52,418,213 23,512,934 24,190,921
Cash receipts from trade creditors (39,716,604) (33,132,608) (18,132,583) (13,893,472)
Cash paid to employees (16,663,470) (18,719,120) (9,087,557) (9,989,555)
Cash flow generated by operations (4,361,654) 566,485 (3,707,206) 307,894
Income taxes (paid) / received (1,865,983) (467,785) (1,734,027) (313,117)
Other cash receipts and (payments) relating to operating activities 1,896,151 935,198 1,998,149 (557,227)
Net cash flow from operating activities (1) (4,331,486) 1,033,898 (3,443,084) (562,450)
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 10,393,862 19,485 - -
Tangible assets 770,067 168,570 505,786 163,063
Intangible assets 9,417 - 9,417 -
Interest and similar income 30,453 130,543 9,779 32,540
Dividends 158,628 147,387 158,628 147,387
11,362,427 465,985 683,610 342,990
Cash Payments arising from:
Investments (28,250) (264,718) - (264,718)
Tangible assets (2,400,855) (5,936,261) (525,421) (3,235,749)
Intangible assets (64,604) (12,176) (37,440) 1,034
Loans granted (465,885) - (459,000) 3,600
(2,959,594) (6,213,155) (1,021,861) (3,495,833)
Net cash used in investment activities (2) 8,402,833 (5,747,170) (338,251) (3,152,843)
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained 18,380,478 33,603,424 10,677,204 12,249,861
18,380,478 33,603,424 10,677,204 12,249,861
Cash Payments arising from:
Loans obtained (13,946,962) (21,929,669) (3,031,351) (5,287,959)
Interest and similar charges (6,631,195) (6,601,948) (2,850,009) (1,711,587)
Purchase of own shares (260,680) (62,927) (55,959) (8,011)
(20,838,837) (28,594,544) (5,937,319) (7,007,557)
Net cash used in financing activities (3) (2,458,359) 5,008,880 4,739,885 5,242,304
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 1,612,988 295,608 958,550 1,527,011
Effect of foreign exchange rate 9,859 (15,712) 24,009 (36,950)
Cash and cash equivalents at the beginning of the period 14 2,609,152 2,986,070 3,277,740 1,733,429
Cash and cash equivalents at the end of the period 14 4,212,281 3,297,390 4,212,281 3,297,390

The accompanying notes are part of these financial statements.

The Board of Directors

1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2013

(Translation from the Portuguese Original)

(Amounts expressed in Euro)

1.INTRODUCTION

SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose head-office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 5 to 7 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.

Reflecting the current management structure, the reporting segments were revised, addressing the three strategic business areas identified in the Group:

  • Sonae Turismo, includes businesses in tourism, through the development and management of tourism resorts, in hotels, through management of hotels and services, and in health and fitness, through management of health clubs;
  • Energy, includes energy services in the areas of cogeneration, solar thermal and photovoltaic;
  • Refrigeration and HVAC.

The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment "Other assets".

2. MAIN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2012.

Basis of preparation

Interim financial statements were presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".

The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings (Notes 4 to 6), on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.

3. CHANGES IN ACCOUNTING POLICIES

Changes to international accounting standards that came into force on or after 1 January 2013, did not have material impacts in the financial statements as at 30 June 2013.

4. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 June 2013 and 31 December 2012, are as follows:

Percentage of capital held
30 June 2013 31 December 2012
Company Head Office Direct Total Direct Total
Sonae Capital SGPS, SA Maia Holding Holding Holding Holding
Sonae Turismo
Aqualuz - Turismo e Lazer, Lda a) Lagos 100.00% 100.00% 100.00% 100.00%
Atlantic Ferries - Traf.Loc.Flu.e Marit., SA a) Grândola 83.41% 83.41% 83.41% 83.41%
Casa da Ribeira - Hotelaria e Turismo, SA a) Marco de
Canaveses
100.00% 100.00% 100.00% 100.00%
Golf Time - Golfe e Inv.Turisticos, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Imoareia Investimentos Turísticos,SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imopenínsula - Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Imoresort - Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marina de Tróia, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marmagno-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marvero-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Sete e Meio-Investimentos e Consultadoria,SA a) Grândola 100.00% 100.00% 100.00% 100.00%
SII - Soberana Investimentos Imobiliários, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Solinca - Health & Fitness, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Solinca-Investimentos Turísticos, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Solinfitness - Club Málaga, SL a) Malaga (Spain) 100.00% 100.00% 100.00% 100.00%
Solswim – Gestão e Expl.de Equip. Aquáticos, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Soltroia-Imob.de Urb.Turismo de Tróia, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Sonae Turismo - SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sontur, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Tróia Market, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tróia Natura, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaresort - Investimentos Turísticos, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaverde-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tulipamar-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Energy
Ecociclo II – Energias, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum Colombo – Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum-Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum Martim Longo - Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Integrum Vale do Caima- Energia, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Refrigeration, HVAC
Friengineering, SA a) São Paulo
(Brazil)
100.00% 70.00% 100.00% 70.00%
PJP - Equipamento de Refrigeração, Lda a) Matosinhos 100.00% 70.00% 100.00% 70.00%
Sistavac, SGPS, SA a) Matosinhos 70.00% 70.00% 70.00% 70.00%
Sistavac, SA a) Matosinhos 100.00% 70.00% 100.00% 70.00%
SKK-Central de Distr., SA a) Porto 100.00% 70.00% 100.00% 70.00%
Sopair, SA a) Madrid (Spain) 100.00% 70.00% 100.00% 70.00%
Other Assets
Bloco Q-Sociedade Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Bloco W-Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Centro Residencial da Maia,Urban., SA a) Maia 100.00% 100.00% 100.00% 100.00%
Cinclus Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Contacto Concessões, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Country Club da Maia-Imobiliaria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Cronosaúde – Gestão Hospitalar, SA a) Porto 100.00% 50.00% 100.00% 50.00%
Empreend.Imob.Quinta da Azenha, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Fundo Especial de Investimento Imobiliário
Fechado WTC
a) Maia 99.82% 99.82% 99.82% 99.82%
Imobiliária da Cacela, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imoclub-Serviços Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imodivor - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
1) Imoferro-Soc.Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imohotel-Emp.Turist.Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imoponte-Soc.Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imosedas-Imobiliária e Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Implantação – Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Inparvi SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Invesaude – Gestão Hospitalar, SA a) Maia 100.00% 50.00% 100.00% 50.00%
Martimope - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Porturbe-Edificios e Urbanizações, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Praedium – Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Praedium II-Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Praedium-SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Prédios Privados Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Predisedas-Predial das Sedas, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Promessa Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Saúde Atlântica - Gestão Hospitalar, SA a) Maia 50.00% 50.00% 50.00% 50.00%
SC Assets, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC – Eng. e Promo Imobiliária,SGPS,SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sete e Meio Herdades - Investimentos Agrícolas e
Turismo, SA
a) Grândola 100.00% 100.00% 100.00% 100.00%
Société de Tranchage Isoroy SAS a) Honfleur
(France)
100.00% 100.00% 100.00% 100.00%
Soconstrução, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Soira-Soc.Imobiliária de Ramalde, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sótaqua - Soc. de Empreendimentos Turísticos, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Spinarq–Engenharia, Energia e Ambiente,SA a) Luanda (Angola) 99.90% 99.90% 99.90% 99.90%
Spinveste - Promoção Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Spinveste-Gestão Imobiliária SGII, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Spred SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Torre São Gabriel-Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Urbisedas-Imobiliária das Sedas, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Vistas do Freixo-Emp.Tur.imobiliários,SA a) Porto 100.00% 100.00% 100.00% 100.00%
1) World Trade Center Porto, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Others
Interlog-SGPS, SA a) Lisbon 98.98% 98.98% 98.98% 98.98%
SC – Sociedade de Consultadoria, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SC-SGPS, SA a) Porto 100.00% 100.00% 100.00% 100.00%
SC Finance, BV a) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
2) SKKFOR - Ser.For.e Desen. de Recursos, SA a) Maia 100.00% 100.00% 100.00% 70.00%

a) Majority of voting rights.

1) Company included in the Sonae Turismo segment in 2012.

2) Company transferred from Sistavac segment to Others segment.

5. INVESTMENTS IN ASSOCIATED AND JOINTLY CONTROLLED COMPANIES

Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 June 2013 and 31 December 2012 are as follows:

Percentage of capital held
30 June 2013 31 December 2012 Book Value
Company Head
Office
Direct Total Direct Total 30 June
2013
31 December
2012
Other Assets
Andar - Sociedade Imobiliária, SA Maia 50.00% 50.00% 50.00% 50.00% 471,690 637,735
1) Sociedade de Construções do Chile, SA Maia 100.00% 50.00% 100.00% 50.00% - -
1) Vastgoed One - Sociedade Imobiliária, SA Maia 100.00% 50.00% 100.00% 50.00% - -
1) Vastgoed Sun - Sociedade Imobiliária, SA Maia 100.00% 50.00% 100.00% 50.00% - -
Lidergraf - Artes Gráficas, Lda Vila do
Conde
24.50% 24.50% 24.50% 24.50% 551,326 510,194
Norscut - Concessionária de Scut Interior Norte,
SA
Lisbon 36.00% 36.00% 36.00% 36.00% 7,773,225 3,494,106
Operscut - Operação e Manutenção de Auto
estradas, SA
Lisbon 15.00% 15.00% 15.00% 15.00% 24,000 24,000
Total 8,820,241 4,666,035

1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA, holder of all of these investments.

Associated and jointly controlled companies are consolidated using the equity method.

Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of additional losses under the terms of IAS 28.

As at 30 June 2013 and 31 December 2012, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:

30 June 2013 31 December 2012
Total Assets 672,947,527 684,639,926
Total Liabilities 605,044,322 628,141,343
Income 61,661,590 123,046,279
Expenses 54,058,390 114,807,275

During the periods ended 30 June 2013 and 2012, movements in investments and associated companies may be summarized as follows:

30 June 2013 30 June 2012
Opening balance as at 1 January 4,697,978 60,092,179
Acquisitions in the period 7,000 195,600
Equity method 4,147,206 3,117,565
Closing balance as at 30 June 8,852,184 63,405,344
Accumulated impairment losses (Note 22) (31,943) (31,943)
8,820,241 63,373,401

The use of the equity method had the following impacts: 2,442,536 euro recorded on share of results of associated undertakings (3.076.303 euro at 30 June 2012), and 1,704,670 euro in changes in reserves (41,262 euro at 30 June 2012).

The significant change in the value of this caption between 30 June 2012 and 30 June 2013, is due to Sonae Capital's loss of significant influence in the Imosede Fund after 1 July 2012, date from which it is accounted as an available for sale financial asset.

6. OTHER INVESTMENTS

Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 June 2013 and 31 December 2012 are made up as follows:

Percentage of capital held
30 June 2013 31 December 2012
Company Head Office Direct Total Direct Total 30 June 2013 31 December 2012
Tourism
Infratroia – Emp. de Infraest. de Troia,
E.N.
Grândola 25,90% 25,90% 25,90% 25,90% 64,747 64,747
Other Assets
Fundo de Investimento Imobiliário
Fechado Imosede
Maia 25,85% 25,85% 32,36% 32,36% 40,231,751 49,286,915
Fundo de Investimento Imobiliário
Imosonae Dois
Maia 0,06% 0,06% 0,06% 0,06% 124,934 124,934
Net, SA Lisbon 2,80% 2,80% 2,80% 2,80% 11,132 11,132
1) Sear - Sociedade Europeia de Arroz, SA Santiago do
Cacém
- - 15,00% 15,00% - 150,031
Fundo de Capital de Risco F-HITEC Lisbon 7,14% 7,14% 7,14% 7,14% 250,000 250,000
Other investments 437,406 437,448
Total (Note 9) 41,119,970 50,325,207

1) Company disposed in the period.

Null balances shown above result from deduction of impairment losses from related investments.

During the six months period ended 30 June 2013, movements in tangible and intangible fixed assets as well as in depreciation and accumulated impairment losses, are made up as follows:

Tangible Assets
Land and
Buildings
Equipment Other
Tangible
Assets
Tangible Assets
in progress
Total Tangible
Assets
Gross Cost:
Opening balance as at 1 January 2013 224,267,701 150,245,365 2,416,107 12,105,832 389,035,005
Changes in consolidation perimeter - - - - -
Capital expenditure 56,682 64,181 13,172 2,147,218 2,281,253
Disposals (165,076) (1,366,421) (18,312) - (1,549,809)
Exchange rate effect - (3,101) (3,942) - (7,043)
Transfers 3,273 775,134 (482,934) (1,053,212) (757,739)
Closing balance as at 30 June 2013 224,162,580 149,715,158 1,924,091 13,199,838 389,001,667
Accumulated depreciation and
impairment losses
Opening balance as at 1 January 2013 83,711,012 57,189,806 2,016,737 - 142,917,555
Changes in consolidation perimeter - - - - -
Charges for the period 1,261,467 5,163,070 32,368 - 6,456,905
Disposals (20,935) (1,264,645) (18,341) - (1,303,921)
Exchange rate effect - (2,794) (2,331) - (5,125)
Transfers - (315,925) (486,690) - (802,615)
Closing balance as at 30 June 2013 84,951,544 60,769,512 1,541,743 - 147,262,799
Carrying amount as at 1 January 2013 140,556,689 93,055,559 399,370 12,105,832 246,117,450
Carrying amount as at 30 June 2013 139,211,036 88,945,646 382,348 13,199,838 241,738,868

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

30 June 2013 31 December 2012
Tróia 7,374,064 7,316,889
Photovoltaic Project 4,550,498 3,260,000
Others 1,275,276 1,528,943
13,199,838 12,105,832
Intangible Assets
Patents and
other similar
rights
Software Other
Intangible
Assets
Intangible
Assets in
progress
Total
Intangible
Assets
Gross Cost:
Opening balance as at 1 January 2013 7,988,257 1,607,278 9,422 645,440 10,250,397
Changes in consolidation perimeter - - - - -
Capital expenditure - 1,257 - 44,747 46,004
Disposals (15,868) (11,639) - - (27,507)
Exchange rate effect - (1,209) - - (1,209)
Transfers 3,117 553,438 - (552,846) 3,709
Closing balance as at 30 June 2013 7,975,506 2,149,126 9,422 137,341 10,271,395
Accumulated depreciation and impairment
losses
Opening balance as at 1 January 2013 1,172,261 1,238,920 8,155 - 2,419,336
Changes in consolidation perimeter - - - - -
Charges for the period 98,503 157,332 317 - 256,152
Disposals (6,669) (6,390) - - (13,060)
Exchange rate effect - (726) - - (726)
Transfers - - - - -
Closing balance as at 30 June 2013 1,264,095 1,389,135 8,472 - 2,661,702
Carrying amount as at 1 January 2013 6,815,996 368,359 1,267 645,440 7,831,062

As at 30 June 2013 net assets of Troia Marina amount to 6,216,130 euro (6,290,637 euro as at 31 December 2012).

Carrying amount as at 30 June 2013 6,711,411 759,991 950 137,341 7,609,693

8.GOODWILL

During the periods ended 30 June 2013 and 31 December 2012, movements in goodwill, as well as in corresponding impairment losses, are as follows:

30 June 2013 31 December 2012
Gross amount:
Opening balance 62,290,239 62,330,108
Decreases - disposals of affilieted companies - (39,869)
Closing balance 62,290,239 62,290,239
Accumulated impairment losses:
Opening balance 1,301,596 1,301,596
Closing balance 1,301,596 1,301,596
Total 60,988,643 -
60,988,643

9. OTHER INVESTMENTS

As at 30 June 2013, movements in investments were as follows:

30 June 2013
Non current Current
Investiments recorded at cost
Opening balance as at 1 January 8,223,418 -
Disposals in the period (150,031) -
Transfers (42) -
Closing balance as at 30 June 8,073,345 -
Accumulated impairment losses (Note 22) (7,707,935) -
365,410 -
Investments held for sale
Fair value as at 1 January 49,938,723 -
Disposals in the period (9,919,661) -
Increase/(Decrease) in fair value 864,497 -
Transfers - -
Fair value as at 30 June 40,883,559 -
Accumulated impairment losses (Note 22) (128,999) -
Fair value (net of impairment losses) as at 30 June 40,754,560 -
Other Investments (Note 6) 41,119,970 -

The amounts shown under fair value related to the Imosede Fund.

The Imosede Fund is accounted as an available for sale asset, measured at fair value. For the remaining investment under this heading, the Group considers that it is not reasonable to estimate a fair value, as there is no observable market data.

These investments are recorded at acquisition cost less impairment losses.

10.OTHER NON-CURRENT ASSETS

As at 30 June 2013 and 31 December 2012, other non-current assets are detailed as follows:

30 June 2013 31 December 2012
Loans granted to related parties
Norscut - Concessionária de Scut Interior Norte, SA 17,740,756 16,646,298
Others 618,188 215,303
18,358,944 16,861,601
Impairment losses (Note 22) (34,916) (34,916)
18,324,028 16,826,685
Trade accounts receivable and other debtors
Sale of financial investments 2,457,493 2,457,493
Others 1,244,213 1,197,750
Impairment losses (Note 22) - -
3,701,706 3,655,243
Other non current assets 22,025,734 20,481,928

11.STOCKS

Stocks as at 30 June 2013 and 31 December 2012 can be detailed as follows, highlighting the value attributable to real estate developments:

30 June 2013 31 December 2012
Total of which Real Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by-products and consumables 2,010,837 - 1,268,569 -
Goods for sale 32,303,817 30,684,172 33,039,474 30,781,226
Finished goods 75,022,178 75,022,178 76,347,355 76,347,355
Work in progress 83,203,870 78,121,573 80,592,327 78,222,630
Payments on account 68,459 - 68,459 -
192,609,161 183,827,923 191,316,184 185,351,211
Accumulated impairment losses on stocks (Note 22) (3,515,837) (3,434,621) (3,515,540) (3,434,621)
189,093,324 180,393,302 187,800,644 181,916,590

12. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2013 and 31 December 2012, trade accounts receivable and other current assets are detailed as follows:

30 June 2013 31 December 2012
Trade accounts receivable 26,389,740 28,916,378
Accumulated impairment losses on trade debtors (Note 22) (5,746,040) (5,441,095)
20,643,700 23,475,283
Taxes recoverable 10,655,075 12,380,617
Loans granted to and other amounts to be received from related parties 119,077 68,102
Other current assets
Suppliers with a debtor balance 953,086 1,240,239
Other debtors 10,345,868 10,042,786
Accounts receivable from the sale of financial investments 24,203,831 24,203,831
Accounts receivable from the sale of tangible assets 11,329 14,720
Interest receivable 660,366 1,195,981
Deferred costs - Rents 240,400 292,513
Deferred costs - External supplies and services 753,257 756,891
Other current assets 3,285,664 2,304,951
40,453,801 40,051,912
Accumulated impairment losses on other current assets (Note 22) (27,865,866) (27,866,356)
Trade accounts receivable and other current assets 44,005,787 48,109,558

13. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 June 2013 and 31 December 2012 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 June 2013 31 December
2012
30 June 2013 31 December
2012
Amortisation and Depreciation harmonisation adjustments 1,000,029 1,019,814 2,768,239 2,440,744
Provisions and impairment losses of non-tax deductible 9,806,305 9,907,502 40,234 40,234
Write off of tangible and intangible assets 486,126 620,196 - -
Write off of accruals 209,947 273,593 - -
Revaluation of tangible assets - - 113,021 113,359
Tax losses carried forward 15,874,393 15,800,521 - -
Financial instruments - - 1,782,042 2,590,303
Write off of stocks - - 1,020,906 1,020,906
Taxable temporary differences arising from the fair value of
non-current liabilities
- - 7,743,554 7,746,432
Others 209,139 227,451 373,318 392,548
27,585,939 27,849,077 13,841,314 14,344,526

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2013 and 31 December 2012, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 June 2013 31 December 2012
Tax losses carried
forward
Deferred
tax assets
Time
limit
Tax losses carried
forward
Deferred
tax assets
Time
limit
With limited time use
Generated in 2007 1,319,229 329,807 2013 1,416,550 354,137 2013
Generated in 2008 1,426,557 356,639 2014 1,426,557 356,639 2014
Generated in 2009 6,448,363 1,612,091 2015 6,448,363 1,612,091 2015
Generated in 2010 18,344,038 4,586,009 2014 18,343,706 4,585,927 2014
Generated in 2011 18,076,637 4,519,159 2015 18,076,637 4,519,159 2015
Generated in 2012 16,115,902 4,028,976 2017 16,718,251 4,179,563 2017
Generated in 2013 994,825 248,706 2018 - -
62,725,551 15,681,387 62,430,063 15,607,516
With a time limit different
from the above mentioned
569,640 193,005 569,640 193,005
63,295,191 15,874,392 62,999,704 15,800,521

As at 30 June 2013 and 31 December 2012, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.

As at 30 June 2013, tax losses carried forward amounting to 178,952,188 euro (177,450,385 euro as at 31 December 2012), have not originated deferred tax assets for prudential reasons and are detailed as follows:

30 June 2013 31 December 2012
Tax losses carried
forward
Tax Credit Time
limit
Tax losses
carried forward
Tax Credit Time
limit
With limited time use
Generated in 2007 15,307,273 3,826,818 2013 17,895,099 4,473,774 2013
Generated in 2008 34,158,135 8,539,534 2014 37,294,794 9,323,699 2014
Generated in 2009 35,717,928 8,929,482 2015 42,270,653 10,567,664 2015
Generated in 2010 16,425,618 4,106,656 2014 17,922,419 4,480,605 2014
Generated in 2011 18,110,478 4,527,619 2015 19,698,860 4,924,715 2015
Generated in 2012 19,612,047 4,903,011 2017 22,854,282 5,713,579 2017
Generated in 2013 19,524,520 4,881,130 2018 - -
158,855,999 39,714,250 157,936,107 39,484,036
Without limited time use 1,186,715 395,532 1,186,715 395,532
With a time limit different
from the above mentioned
18,909,474 5,583,967 18,327,563 5,427,546
20,096,189 5,979,499 19,514,278 5,823,079
178,952,188 45,693,749 177,450,385 45,307,115

14. CASH AND CASH EQUIVALENTS

As at 30 June 2013 and 31 December 2012, cash and cash equivalents can be detailed as follows:

30 June 2013 31 December 2012
Cash at hand 227,613 161,516
Bank deposits 4,090,479 3,083,179
Treasury applications - -
Cash and cash equivalents on the balance sheet 4,318,092 3,244,695
Bank overdrafts - (Note 17) (105,811) (135,542)
Guarantee deposit - (500,000)
Cash and cash equivalents in the statement of cash-flows 4,212,281 2,609,152

Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 17).

15.EQUITY

The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.

The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.

As at 30 June 2013, Sonae Capital SGPS, S.A. owns 3,001,715 own shares (1,600,310 own shares at 31 December 2012) booked for 525,385 euro (264,705 euro at 31 December 2012).

16.NON CONTROLLING INTERESTS

Movements in non-controlling interests in the periods ended 30 June 2013 and 31 December 2012 are as follows:

30 June 2013 31 December 2012
Opening balance as at 1 January 8,707,639 9,241,777
Changes in hedging reserves 12,438 9,230
Changes in the percentage of capital held in affiliated
companies
- 119,556
Changes resulting from currency translation (22,314) (23,677)
Dividends paid (291,900) -
Others (750) (4,431)
Profit for the period attributable to minority interests 2,305 (634,816)
Closing balance 8,407,418 8,707,639

17.BORROWINGS

As at 30 June 2013 and 31 December 2012, Borrowings are made up as follows:

30 June 2013 31 December 2012
Outstanding amount Outstanding amount Repayable on
Current Non Current Current Non Current
Bank loans
Sonae Capital SGPS - commercial paper a) - - 10,000,000 - Mar/2013
Sonae Capital SGPS - commercial paper b) 68,500,000 - 58,450,000 - Mar/2018
Sonae Capital SGPS - commercial paper e) 8,250,000 - - 8,250,000 Jan/2014
Sonae Capital SGPS - commercial paper c) 29,700,000 - 23,950,000 - Aug/2016
Sonae Capital SGPS - commercial paper f) 3,400,000 - 2,000,000 - Feb/2016
Sonae Capital SGPS - commercial paper d) - 30,000,000 - 30,000,000 Dec/2017
Sonae Capital SGPS g) 7,000,000 24,000,000 2,000,000 31,000,000 Jun/2017
Up-front fees - (262,363) - (317,336)
Others 1,616,215 970,982 401,786 1,207,589
118,466,215 54,708,619 96,801,786 70,140,254
Bank overdrafts (Note 14) 105,811 - 135,542 -
Bank loans 118,572,026 54,708,619 96,937,328 70,140,254
Bond Loans
Sonae Capital 2011/2016 Bonds 10,000,000 - - 10,000,000 Jan/2016
SC, SGPS, S.A. 2008/2018 Bonds - 50,000,000 - 50,000,000 Mar/2018
Up-front fees (7,719) (277,903) - (344,029)
Bond Loans 9,992,281 49,722,097 - 59,655,971
Other loans 686,968 1,459,820 689,568 1,803,305
Derivatives (Note 18) 123,694 1,881,801 199,115 2,532,557
Obligations under finance leases 2,843,413 23,219,580 2,813,237 24,657,747
Up-front fees on finance leases - (107,941) - (114,159)
132,218,382 130,883,977 100,639,248 158,675,674

a) Commercial paper programme, with subscription guarantee, issued on 14 March 2008 and valid for a 5 year period.

b) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit lines, with commitment of at least six months to a year, placed in relationship banks.

c) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2016.

d) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December 2017. e) Short term commercial paper programme, with subscription guarantee, issued on 30 December 2010, with annual renewals up to 3

years.

f) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to a maximum of 5 years.

g) Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid for a 6 year period, with annual payments.

As at 30 June 2013, borrowings of the Group were as follows:

  • SC, SGPS, SA, 2008/2018 bond loan in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March 2016. This bond loan bears interest every six months.

  • Sonae Capital SGPS - 2011/2016 bond loan in the amount of 10,000,000 euro, with a 5 year maturity, and a sole reimbursement on 17 January 2016, except if the reimbursement is anticipated, fully or partially, which can happen on 17 January 2014. This bond loan bears interest every six months.

The interest rate on bonds in force on 30 June 2013 was on average 3.495%.

Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value.

Other non-current loans include reimbursable grants to affiliated undertakings, which do not bear interest.

Other current loans include bills receivable not yet due.

The repayment schedule of the nominal value of borrowings may be summarised as follows:

30 June 2013 31 December 2012
Nominal value Interest Nominal value Interest
N+1 a) 132,102,407 7,640,858 100,440,133 8,393,490
N+2 11,023,522 5,693,167 19,279,012 7,208,617
N+3 10,770,698 4,080,764 11,002,099 5,941,516
N+4 13,250,470 3,098,495 20,447,129 3,713,646
N+5 82,968,298 2,435,212 43,053,564 2,875,583
After N+5 11,637,395 508,624 63,136,837 1,010,080
261,752,790 23,457,120 257,358,774 29,142,932

a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 31% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.

18.DERIVATIVES

Interest rate derivatives

Hedging instruments used by the Group as at 30 June 2013 were mainly interest rate options (cashflow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 2,005,405 euro (2,731,672 euro at 31 December 2012) is recorded as liabilities. As at 30 June 2013 and 31 December 2012, all derivatives are hedging derivatives.

These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the Black-Scholes model and its variants.

The fair value of derivatives is calculated using valuation models based on assumptions which are confirmed by market benchmarks, thus complying with level 2 requirements set on the IFRS 7.

Risk coverage guidelines generally used by the Group in contractually arranged hedging instruments are as follows:

  • Matching between cash-flows received and paid, i.e., there is a perfect match between the dates of the re-fixing of interest rates on financing contracted with the bank and the dates of the re-fixing of interest rates on the derivative;
  • Perfect matching between indices: the reference index for the hedging instrument and that for the financing to which the underlying derivative relates are the same;
  • In the case of extreme rises in interest rates, the maximum cost of financing is limited.

Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.

Fair value of derivatives

The fair value of derivatives is as follows:

Assets Liabilities
30 June 2013 31 December 2012 30 June 2013 31 December 2012
Non-Hedge accounting derivatives
Interest rate - - - -
Hedge accounting derivatives
Interest rate (Note 17) - - 2,005,495 2,731,672
Other derivatives - - - -
- - 2,005,495 2,731,672

19.OTHER NON-CURRENT LIABILITIES

As at 30 June 2013 and 31 December 2012 other current liabilities can be detailed as follows:

30 June 2013 31 December 2012
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA 2,123,454 2,153,861
Others 1,314,645 1,314,645
3,438,099 3,468,506
Other creditors
Creditors in the restructuring process of Torralta 432,948 410,844
Others - -
432,948 410,844
Deferred income
Obligations by share-based payments (Note 20) 162,170 117,960
162,170 117,960
Other non current liabilities 4,033,217 3,997,310

20.SHARE-BASED PAYMENTS

In 2012 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date.

As at 30 June 2013 and 31 December 2012, the market value of total liabilities arising from sharebased payments, which have not yet vested, may be summarised as follows:

Year of Vesting Number of Fair Value
grant year participants 30 June 2013 31 December 2012
Shares
2010 2013 - - 24,585
2011 2014 2 58,347 42,203
2012 2015 8 243,699 195,897
2013 2016 8 275,699 -
Total 577,745 262,685

As at 30 June 2013 and 31 December 2012, 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 have not yet vested:

30 June 2013 31 December 2012
Other non current liabilities 162,171 117,960
Other current liabilities 58,347 30,794
Reserves 110,935 129,184
Staff Costs 109,583 19,570

21.TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 June 2013 and 31 December 2012 trade accounts payable can be detailed as follows:

30 June 2013 31 December 2012
Trade creditors
Fixed assets suppliers
Advances from customers and down payments
Other creditors
Taxes and contributions payable
Staff costs
Deferred income for services rendered
Interest payable
Investment aid
Other liabilities
16,096,573 17,589,482
Loans granted by and other payables to related parties
Other current liabilities
464,160 117,793
253,756 1,096,072
1,951,834 1,968,241
1,577,751 1,267,761
6,200,104 6,727,194
6,054,578 5,256,361
1,476,382 5,632,274
1,056,543 1,009,851
1,648,908 1,664,142
10,859,914 9,236,340
31,079,770 33,858,236
Trade accounts payable and other current liabilities 47,640,503 51,565,511

22.PROVISIONS AND ACUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 30 June 2013 were as follows:

Captions Balance as at
1 January 2013
Increases Decreases Utilisations Balance as at
30 June 2013
Accumulated impairment losses on:
Other Investments (Notes 5 and 9) 7,868,877 - - - 7,868,877
Other non current assets (Note 10) 34,916 - - - 34,916
Trade accounts receivable (Note 12) 5,441,095 571,986 (233,299) (33,744) 5,746,037
Other current debtors (Note 12) 27,866,356 - (490) - 27,865,866
Stocks (Note 11) 3,515,540 592 (295) - 3,515,837
Non current provisions 3,079,824 - - - 3,079,824
Current provisions 1,155,107 12,841 - - 1,167,948
48,961,714 585,419 (234,085) (33,744) 49,279,304

As at 30 June 2013 and 31 December 2012 detail of other provisions was as follows:

30 June 2013 31 December 2012
Judicial claims 1,792,273 1,792,273
Others 2,455,499 2,442,657
4,247,772 4,234,930

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

23.CONTINGENT ASSETS AND LIABILITIES

As at 30 June 2013 and 31 December 2012 the most important contingent liabilities referred to guarantees given and were made up as follows:

30 June 2013 31 December 2012
Guarantees given:
on VAT reimbursements 5,120,096 4,988,723
on tax claims 4,105,435 4,126,605
on municipal claims 2,884,505 3,100,248
Others 12,474,641 12,837,588
Others include the following guarantees:
  • 5,452,632 euro as at 30 June 2013 (5,658,660 euro as at 31 December 2012) of guarantees on construction works given to clients;

  • 5,581,280 euro as at 30 June 2013 and as at 31 December 2012 of guarantees given concerning building permits in the Tourism business.

The Group has not registered provisions for the events/disagreements for which these guarantees were given since the Group believes that the above mentioned events will not result in a loss for the Group.

24.RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June 2013 30 June 2012 30 June 2013 30 June 2012
Parent company (a) - - - -
Associated companies - 272,753 11,327 185,554
Other partners and Group companies (b) 11,878,841 9,287,045 3,028,860 3,255,452
11,878,841 9,559,798 3,040,187 3,441,006
Interest income Interest expenses
Transactions 30 June 2013 30 June 2012 30 June 2013 30 June 2012
Parent company (a) - - - -
Associated companies 459,982 554,304 - -
Other partners and Group companies (b) - - 70,311 71,517
459,982 554,304 70,311 71,517
Accounts receivable Accounts payable
Balances 30 June 2013 31 December 2012 30 June 2013 31 December 2012
Parent company (a) - - - -
Associated companies 459,982 1,101,343 227,272 4,932
Other partners and Group companies (b) 6,711,298 13,671,174 1,973,908 2,673,449
7,171,280 14,772,517 2,201,180 2,678,381
Loans obtained Loans granted
Balances 30 June 2013 31 December 2012 30 June 2013 31 December 2012
Parent company (a) - - - -
Associated companies - - 18,387,028 16,826,685
Other partners and Group companies (b) 2,123,550 2,153,861 - -
2,123,550 2,153,861 18,387,028 16,826,685

a) The parent company is Efanor Investimentos, SGPS, SA;

b) Balances and transactions with Sonae, SGPS, SA and Sonae Indústria, SGPS, SA are included under Other partners in Group companies.

25.TAXATION

Income tax for the six months periods ended 30 June 2013 and 2012 was made up as follows:

30 June 2013 30 June 2012
Current tax 3,531,825 1,621,059
Deferred tax (455,861) (2,711,333)
Taxation 3,075,964 (1,090,274)

26.RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 June 2013 and 2012, the reconciliation of consolidated net profit can be analysed as follows:

30 June 2013 30 June 2012
Aggregate net profit 2,713,607 (8,865,459)
Harmonisation adjustments (483,345) (926,555)
Elimination of intragroup dividends (16,400,420) (5,188,146)
Share of gains/(losses) of associated undertakings 2,442,536 3,076,303
Elimination of intragroup capital gains/(losses) (4,257) -
Elimination of intragroup impairment (444,917) (6,568,503)
Adjustments of gains/(losses) of financial shareholdings sale 249,969 5,677,793
Others - (615)
Consolidated net profit for the year (11,926,827) (12,795,182)

27.EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2013 and 2012 were calculated taking into consideration the following amounts:

30 June 2013 30 June 2012
Net profit
Net profit taken into consideration to calculate basic earnings per share (Net
profit for the period )
(11,929,132) (12,450,477)
Net profit taken into consideration to calculate diluted earnings per share (11,929,132) (12,450,477)
Number of shares
Weighted average number of shares used to calculated basic earnings per share 248,046,518 249,598,250
Weighted average number of shares used to calculated diluted earnings per share 248,046,518 249,598,250
Earnings per share (basic and diluted) (0.048092) (0.049882)

28.SEGMENT INFORMATION

In 30 June 2013 and 30 June and 31 December 2012, the following were identified as segments:

  • Sonae Turismo:
  • o Resorts
  • o Hotels
  • o Fitness
  • o Other
  • Energy
  • Refrigeration, HVAC
  • Other Assets
  • o Real Estate Assets
  • o Financial Assets
  • Holding and Others

The contribution of the business segments to the income statement of the periods ended 30 June 2013 and 2012 can be detailed as follows:

30 June 2013
Profit & Loss Account Sales Services rendered Other operational
income
Total
operational
income
Operational cash
flow (EBITDA)
Resorts 2,212,854 3,505,566 881,480 6,599,900 (734,727)
Hotels 29,184 5,324,901 259,372 5,613,457 (3,581,036)
Fitness 70,325 5,606,122 520,543 6,196,990 299,090
Other - 586,863 86,024 672,887 99,157
Intersegment Adjustments (376) (1,730,224) (417,769) (2,148,369) 1,078
Sonae Turismo 2,311,987 13,293,228 1,329,650 16,934,865 (3,916,438)
Energy 6,651,877 77,265 175,207 6,904,349 1,735,546
Refrigeration and HVAC 14,743,561 14,173,996 555,835 29,473,392 887,689
Real Estate Assets 100,203 3,616,136 213,616 3,929,955 2,005,931
Financial Assets 744 3,818,481 728,676 4,547,901 204,695
Intersegment Adjustments - - - - -
Total Other Assets 100,947 7,434,617 942,292 8,477,856 2,210,626
Holding & Others - 2,790,728 87,663 2,878,391 (809,557)
Intersegment Adjustments (675,922) (6,303,860) 394,194 (6,585,588) (12,835)
Consolidated 23,132,450 31,465,974 3,484,841 58,083,265 95,031

30 June 2012

Profit & Loss Account Sales Services rendered Other operational
income
Total
operational
income
Operational cash
flow (EBITDA)
Resorts 2,446,197 3,462,762 824,938 6,733,897 (1,490,419)
Hotels 31,956 4,336,708 612,928 4,981,592 (4,434,171)
Fitness 25,271 6,439,388 280,283 6,744,942 (521,397)
Other - 1,181,544 360,870 1,542,414 416,882
Intersegment Adjustments (1) (1,884,413) (753,714) (2,638,128) (238)
Sonae Turismo 2,503,423 13,535,989 1,325,305 17,364,717 (6,029,343)
Energy 5,819,023 327,527 302,954 6,449,504 1,525,842
Refrigeration and HVAC 17,157,945 9,161,194 110,221 26,429,360 22,065
Real Estate Assets 221,620 4,172,325 264,990 4,658,935 1,926,980
Financial Assets 27,704 4,290,708 344,702 4,663,114 (29,128)
Intersegment Adjustments - - - - -
Total Other Assets 249,324 8,463,033 609,692 9,322,049 1,897,852
Holding & Others - 2,328,307 32,535 2,360,842 (610,250)
Intersegment Adjustments (2,029,298) (5,608,354) 1,304,683 (6,332,969) 3,334
Consolidated 23,700,417 28,207,696 3,685,390 55,593,503 (3,190,500)

The contribution of the business segments to the Balance sheets as at 30 June 2013 and 31 December 2012 can be detailed as follows:

30 June 2013
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
Resorts 108,429,791 162,390 166,708,564 275,300,745 169,259,600 228,433 19,550,420 18,991,347
Hotels 1,519,151 7,638 18,127,646 19,654,435 28,073,817 8,685 - (171,586)
Fitness 9,804,930 20,066 2,093,740 11,918,736 18,388,988 153,101 1,499,485 1,426,671
Other 5,208 341,450 137,841,237 138,187,895 254,358,124 - - (5,214)
Intersegment Adjustments - - (153,776,562) (153,776,562) (159,552,573) - - -
Sonae Turismo 119,759,081 531,544 170,994,625 291,285,250 310,527,956 390,219 21,049,906 20,241,218
Energy 19,127,061 2,546 6,232,147 25,361,754 22,336,650 1,650,987 8,619,826 8,572,970
Refrigeration and HVAC 473,204 - 53,706,462 54,179,667 19,852,946 17,371 451,286 (356,759)
Real Estate Assets 108,067,641 20,999,902 108,576,224 237,643,767 160,294,676 124,962 - (1,946,260)
Financial Assets 1,501,849 8,617,270 51,629,249 61,748,368 26,623,663 109,975 797,525 331,931
Intersegment Adjustments - - 4,798,032 4,798,032 - - - -
Total Other Assets 109,569,490 29,617,172 165,003,505 304,190,167 186,918,339 234,938 797,525 (1,614,329)
Holding & Others 419,724 19,788,949 420,369,980 440,578,653 256,948,130 33,742 232,183,816 231,941,168
Intersegment Adjustments - - (468,289,200) (468,289,200) (463,718,856) - - -
Consolidated 249,348,561 49,940,211 348,017,519 647,306,291 332,865,165 2,327,258 263,102,360 258,784,268
31 December 2012
Balance Sheet Fixed Assets
Tangible and
Intangible
Investments Other Assets Total Assets Total
Liabilities
Technical
investment
Gross Debt Net Debt
Resorts 110,809,406 162,390 168,873,899 279,845,695 165,814,832 535,657 20,814,543 20,697,005
Hotels 2,131,901 7,638 21,182,410 23,321,949 31,558,815 159,574 - (118,405)
Fitness 10,434,643 20,066 2,339,189 12,793,898 22,393,451 1,162,601 1,686,456 1,596,722
Other 5,946 341,450 137,595,825 137,943,221 245,193,579 - 17,575 3,508
Intersegment Adjustments - - (154,981,577) (154,981,577) (160,763,217) - - -
Sonae Turismo 123,381,897 531,544 175,009,745 298,923,187 304,197,460 1,857,832 22,518,574 22,178,831
Energy 18,363,784 2,546 6,189,031 24,555,361 21,811,393 8,632,381 9,154,806 9,137,748
Refrigeration and HVAC 566,282 - 54,027,362 54,593,644 20,256,144 397,830 5,651 (501,072)
Real Estate Assets 109,518,113 20,726,524 107,734,693 237,979,330 157,143,663 664,626 58,946 (1,539,993)
Financial Assets 1,662,998 4,447,050 51,084,792 57,194,840 26,694,523 156,437 54,771 (345,778)
Intersegment Adjustments - - - - - - - -
Total Other Assets 111,181,111 25,173,574 158,819,485 295,174,170 183,838,186 821,063 113,717 (1,885,771)
Holding & Others 455,437 29,283,577 403,934,943 433,673,957 256,268,090 431,691 227,522,174 227,140,491
Intersegment Adjustments - - (449,506,019) (449,506,019) (452,914,074) - - -
Consolidated 253,948,512 54,991,242 348,474,546 657,414,300 333,457,199 12,140,798 259,314,922 256,070,226

Net debt of the Holding can be analyzed as follows:

30 June 2013
Inflows
Gross bank debt 232,183,816
Cash and cash equivalents 236,333
Net bank debt 231,947,483
Energy -
Sistavac -
SONAE Tourism -
Other Assets 39,100,325
Intercompany ST Loans Obtained 39,100,325
Total Inflows 271,047,808
Outflows
Energy -
Sistavac
SONAE Tourism 248,348,746
Other Assets 144,653,077
Intercompany Loans Granted 393,001,823

29.SUBSEQUENT EVENTS

No significant events, requiring further disclosure, have occurred after 30 June 2013.

30.APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issue on 30 July 2013.

INDIVIDUAL FINANCIAL STATEMENTS

30 JUNE 2013

SONAE CAPITAL, SGPS, SA

INDIVIDUAL BALANCE SHEETS AS AT 30 JUNE 2013 AND 31 DECEMBER 2012 (Translation of the individual financial statements originally issued in Portuguese)

(Translation of the individual financial statements originally issued in Portuguese) (Amounts expressed in euro)

(Amounts expressed in euro)

ASSETS
NON CURRENT ASSETS:
30 June 2013 31 December 2012
582,772,362
429,213
582,772,362
133,517,946
429,213
716,719,521
133,517,946
Total Non Current Assets 734,293,541 716,719,521
6 30,004,794 26,036,184
374,001
26,036,184
26,410,185
374,001
Total Current Assets 22,789,973 26,410,185
757,083,514 743,129,706
743,129,706
EQUITY AND LIABILITIES
250,000,000
9 250,000,000 250,000,000
9 (525,385) (264,705)
(264,705)
8,307,376
8,307,376
288,710,416
288,710,416
-
-
12,371,328 (995,091)
(995,091)
545,757,996
545,757,996
11 53,737,637 68,932,664
68,932,664
11 - 9,985,411
9,985,411
49,312 52,605
7 - 52,605
778
Total Non Current Liabilities 53,786,949 778
78,971,458
78,971,458
7,683 68,784
11 43,747
116,850,000
68,784
96,400,981
11 9,992,281 96,400,981
-
12 17,261,043
9,988,827
20,748,477
-
13 1,316,915
20,621,100
1,182,010
20,748,477
12
Total Current Liabilities
Total Current Liabilities
13 145,427,921
1,573,556
133,827,229
118,400,252
1,182,010
118,400,252
Total Non Current Assets
Total Current Assets
EQUITY AND LIABILITIES
Total Non Current Liabilities
Notes
4
7
4
5
7
5
8
6
8
9
9
10
10
10
10
11
11
7
11
11
583,181,509
6,417
539,961
583,530,244
138,721,946
674,434
722,443,417
150,082,446
105,317
22,554,257
30,110,111
235,716
752,553,528
250,000,000
(469,426)
8,307,376
8,307,376
287,715,325
287,715,325
-
-
12,398,885
557,952,160
557,868,645
60,711,545
-
62,594
-
60,774,139
101,600,000

The accompanying notes are an integral part of these financial statements TOTAL EQUITY AND LIABILITIES 752,553,528 743,129,706

The Chief Accountant

SONAE CAPITAL, SGPS, SA Investments 4 583,181,509 582,772,362

ASSETS Notes 31 March 2013 31 December 2012

(Amounts expressed in euro)

(Translation of the individual financial statements originally issued in Portuguese)

INDIVIDUAL INCOME STATEMENTS BY NATURE Other non current assets 5 138,721,946 133,517,946

FOR THE SIX MONTHS ENDED 30 JUNE 2013 AND 2012

(Translation of the individual financial statements originally issued in Portuguese) Other current assets 6 30,004,794 26,036,184

(Amounts expressed in euro) Total Current Assets 30,110,111 26,410,185

EQUITY AND LIABILITIES Notes 30 June 2013 30 June 2012
Operational income
Other operational income
EQUITY:
7,605 2,705
Total operational income
Share Capital
9 7,605
250,000,000
2,705
250,000,000
Own shares
Operational expenses
Legal reserve
9
10
(469,426)
8,307,376
(264,705)
8,307,376
Other reserves
External supplies and services
10
14
287,715,325
(467,120)
288,710,416
(191,579)
Retained earnings
Staff costs
15 -
(390,745)
-
(178,369)
Profit / (Loss) for the period
Depreciation and amortisation
12,398,885
(583)
(995,091)
-
TOTAL EQUITY
Other operational expenses
557,952,160
(24,948)
545,757,996
(7)
Total operational expenses (883,397) (369,955)
LIABILITIES:
Operational profit/(loss)
NON CURRENT LIABILITIES:
(875,792) (367,250)
Bank loans
Financial income
11
16
60,711,545
4,558,961
68,932,664
6,037,004
Bonds
Financial expenses
11
16
-
(4,666,805)
9,985,411
(5,084,067)
Other non current liabilities
Net financial income/(expenses)
62,594
(107,844)
52,605
952,937
Deferred tax liabilities
Investment income
Total Non Current Liabilities
7
16
-
13,113,126
60,774,139
778
382,921
78,971,458
Profit/(loss) before taxation 12,129,490 968,608
CURRENT LIABILITIES
Taxation
Suppliers
17 241,838
43,747
(154,781)
68,784
Bank loans
Profit/(loss) for the period
11 101,600,000
12,371,328
96,400,981
813,827
Bonds
Other creditors
Profit/(loss) per share
11
12
9,988,827
20,621,100
-
20,748,477
Other current liabilities
Basic and diluted
Total Current Liabilities
13
18
1,573,556
0.049875
133,827,229
1,182,010
0.003261
118,400,252

The accompanying notes are an integral part of these financial statements TOTAL EQUITY AND LIABILITIES 752,553,528 743,129,706

The Chief Accountant

SONAE CAPITAL, SGPS, SA Total Non Current Assets 722,443,417 716,719,521

Investments 4 583,181,509 582,772,362

ASSETS Notes 31 March 2013 31 December 2012

INDIVIDUAL INCOME STATEMENT BY NATURE

FOR THE THREE MONTHS ENDED 30 JUNE 2013 AND 2012 Cash and cash equivalents 8 105,317 374,001

(Translation of the individual financial statements originally issued in Portuguese) TOTAL ASSETS 752,553,528 743,129,706

(Amounts expressed in euro)

EQUITY:
Share Capital
nd Quarter 2013
2
(Unaudited)
9
250,000,000
nd Quarter 2012
2
(Unaudited)
250,000,000
Operational income:
Own shares
9
(469,426)
(264,705)
Legal reserve
Other operational income
10
8,307,376
2.870
8,307,376
(693)
Other reserves
Total operational income
10
287,715,325
2.870
288,710,416
(693)
Retained earnings
Operational expenses:
-
Profit / (Loss) for the period
External supplies and services
12,398,885
(217.046)
(995,091)
(80.527)
TOTAL EQUITY
Staff costs
557,952,160
(168.910)
545,757,996
(16.263)
Depreciation and amortisation (583) -
LIABILITIES:
Other operational expenses
(15.065) (0)
NON CURRENT LIABILITIES:
Total operational expenses
(401.604) (96.790)
Bank loans
Operational profit/(loss)
Bonds
11
60,711,545
(398.734)
11
68,932,664
(97.483)
9,985,411
-
Other non current liabilities
Financial income
2.295.278 62,594
52,605
3.095.421
Deferred tax liabilities
Financial expenses
7
(2.405.497)
-
(2.160.029)
Total Non Current Liabilities
Net financial income/(expenses)
60,774,139
(110.218)
78,971,458
935.391
Investment income 348.734 -
CURRENT LIABILITIES
Profit/(loss) before taxation
(160.218) 837.908
Suppliers
Bank loans
11
101,600,000
43,747
68,784
96,400,981
Taxation
Bonds
132.662
11
9,988,827
(215.502)
Profit/(loss) for the period
Other creditors
(27.556)
12
20,621,100
622.406
20,748,477
Other current liabilities
Profit/(loss) per share
Total Current Liabilities
13
1,573,556
133,827,229
1,182,010
118,400,252
Basic and diluted (0,000111) 0,002494
The Chief Accountant The Board of Directors
Sonae Capital, SGPS, SA
Report and Accounts
30 June 2013

SONAE CAPITAL, SGPS, SA TOTAL ASSETS 752,553,528 743,129,706

Investments 4 583,181,509 582,772,362 Deferred tax assets 7 539,961 429,213 Other non current assets 5 138,721,946 133,517,946 Total Non Current Assets 722,443,417 716,719,521

Other current assets 6 30,004,794 26,036,184 Cash and cash equivalents 8 105,317 374,001

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2013 AND 2012

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro) Own shares 9 (469,426) (264,705)

Retained earnings 30 June 2013
-
30 June 2012
-
Profit / (Loss) for the period
Net profit for the period
TOTAL EQUITY
12,398,885
12,371,328
557,952,160
(995,091)
813,827
545,757,996
Items that may subsequently be reclassified to net income:
LIABILITIES:
Change in currency translation reserve
NON CURRENT LIABILITIES:
- -
Bank loans
11
Share of other comprehensive income of associated undertakings and joint ventures
Bonds
11
accounted for by the equity method
Other non current liabilities
60,711,545
-
-
62,594
68,932,664
9,985,411
-
52,605
Deferred tax liabilities
7
Change in the fair value of assets available for sale
-
-
778
-
Total Non Current Liabilities
Change in the fair value of cash flow hedging derivatives
60,774,139
-
78,971,458
-
CURRENT LIABILITIES
Income tax relating to components of other comprehensive income
Suppliers
Other comprehensive income for the period
-
43,747
-
-
68,784
-
Bank loans
11
Total comprehensive income for the period
Bonds
11
101,600,000
12,371,328
9,988,827
96,400,981
813,827
-

The accompanying notes are an integral part of these financial statements

The Chief Accountant

NON CURRENT ASSETS: Tangible assets

SONAE CAPITAL, SGPS, SA Other current assets 6 30,004,794 26,036,184

Investments 4 583,181,509 582,772,362

ASSETS Notes 31 March 2013 31 December 2012

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME Total Current Assets 30,110,111 26,410,185

FOR THE THREE MONTHS ENDED 30 JUNE 2013 AND 2012 TOTAL ASSETS 752,553,528 743,129,706

(Translation of the individual financial statements originally issued in Portuguese) EQUITY AND LIABILITIES

(Amounts expressed in euro) Share Capital 9 250,000,000 250,000,000

Legal reserve
Other reserves
10
2
10
8,307,376
nd Quarter 2013
287,715,325
(Unaudited)
8,307,376
nd Quarter 2012
2
288,710,416
(Unaudited)
Retained earnings
Profit / (Loss) for the period
TOTAL EQUITY
Net profit for the period -
12,398,885
(27.556)
557,952,160
-
(995,091)
622.406
545,757,996
LIABILITIES: Exchange differences on translating foreign operations - -
NON CURRENT LIABILITIES:
Bank loans
Bonds
Other non current liabilities
Deferred tax liabilities
CURRENT LIABILITIES
Suppliers
Share of other comprehensive income of associates and joint
ventures accounted by the equity method
Change in the fair value of assets available for sale
Change in the fair value of cash flow hedging derivatives
Gains on property revaluation
Total Non Current Liabilities
Income tax relating to components of other comprehensive income
Other comprehensive income for the period
11
11
7
60,711,545
-
-
-
62,594
-
-
-
60,774,139
-
-
43,747
68,932,664
-
9,985,411
-
52,605
-
778
-
78,971,458
-
-
68,784
Bank loans
Bonds
Total comprehensive income for the period 11
11
(27.556)
101,600,000
9,988,827
622.406
96,400,981
-
Other creditors
Other current liabilities
TOTAL EQUITY AND LIABILITIES
The accompanying notes are part of these financial statements.
Total Current Liabilities
The accompanying notes are an integral part of these financial statements
12
13
20,621,100
1,573,556
133,827,229
752,553,528
20,748,477
1,182,010
118,400,252
743,129,706
The Chief Accountant The Board of Directors
Sonae Capital, SGPS, SA Report and Accounts
30 June 2013

SONAE CAPITAL SGPS, SA SONAE CAPITAL SGPS, SA

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2013 AND 2012 FOR THE THREE MONTHS ENDED 31 MARCH 2013 AND 2012

(Translation of the individual financial statements originally issued in Portuguese) (Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro) (Amounts expressed in euro)

Share
Own
Share
Legal
Capital
Own
Fair Value
Shares
Legal
Hedging
Reserve
Fair Value
Other
Reserve
Hedging
Retained
Reserve
Other
Sub total
Reserves
Retained
Earnings
Sub total
Net
Net
Total Equity
profit / (loss)
Total Equity
Capital
Shares
Balance as at 1 January 2012
Reserve
250,000,000
Reserve
(36,144)
Reserve
8,307,376
Reserves
-
Earnings - 289,628,622 - profit / (loss)
297,935,998
(918,206) 546,981,648
Balance as at 1 January 2012
250,000,000
(36,144)
Total comprehensive income for the period
8,307,376
-
-
-
- - 289,628,622
-
- -
-
297,935,998
-
(918,206)
-
546,981,648
813,827
813,827
Total comprehensive income for the period
-
Appropriation of profits:
Transfer to legal reserve and retained earnings
Appropriation of profits:
Dividends distributed
Transfer to legal reserve and retained earnings
-
Acquisition/(disposal) of own shares
Dividends distributed
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(62,927)
-
-
-
-
-
-
-
-
-
(918,206)
-
-
-
-
-
-
-
(918,206)
-
-
-
-
-
-
-
(918,206)
-
-
191,421
(918,206)
-
918,206
-
-
191,421
918,206
-
-
-
-
-
-
(62,927)
Acquisition/(disposal) of own shares
-
(54,916)
Others
-
-
-
-
-
-
- -
-
-
-
-
-
-
-
(54,916)
-
-
Others
-
Balance as at 30 June 2012
-
-
250,000,000
-
(99,071)
-
8,307,376
- - -
- 288,710,416
-
-
-
297,017,792
-
813,827
547,732,548
Balance as at 31 March 2012
250,000,000
(91,060)
Balance as at 1 January 2013
8,307,376
250,000,000
-
(264,705)
8,307,376 - 288,710,416
-
-
- 288,710,416
297,017,792
-
191,421
297,017,792
547,118,153
(995,091)
545,757,996
Balance as at 1 January 2013
250,000,000
(264,705)
Total comprehensive income for the period
8,307,376
-
-
-
- - 288,710,416
-
- -
-
297,017,792
-
(995,091)
-
545,757,996
12,371,328
12,371,328
Total comprehensive income for the period
-
Appropriation of profits:
Transfer to legal reserve and retained earnings
Dividends distributed
Appropriation of profits:
Acquisition/(disposal) of own shares
Transfer to legal reserve and retained earnings
-
-
-
-
-
-
-
-
-
-
-
(260,680)
-
-
-
-
-
-
-
-
-
(995,091)
-
-
-
-
-
(995,091)
-
-
-
-
-
-
-
(995,091)
12,398,885
(995,091)
-
-
995,091
12,398,885
995,091
-
-
-
-
-
(260,680)
Dividends distributed
-
Others
Acquisition/(disposal) of own shares
-
(204,721)
-
-
-
-
-
-
-
-
-
-
- -
-
-
-
-
-
-
-
-
-
-
-
-
-
(204,721)
-
Balance as at 30 June 2013
Others
-
250,000,000
-
-
(525,385)
-
8,307,376
-
- - - 287,715,325
-
-
-
296,022,701
-
12,371,328
-
557,868,645

The accompanying notes are an integral part of these financial statements Balance as at 31 March 2013 250,000,000 (469,426) 8,307,376 - - 287,715,325 - 296,022,701 12,398,885 557,952,160

The Chief Accountant The Board of Directors

SONAE CAPITAL, SGPS, SA ASSETS Notes 31 March 2013 31 December 2012

SONAE CAPITAL, SGPS, SA INDIVIDUAL BALANCE SHEETS AS AT 31 MARCH 2013 AND 31 DECEMBER 2012

(Amounts expressed in euro)

(Translation of the individual financial statements originally issued in Portuguese)

INDIVIDUAL CASH FLOW STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2013 AND 2012

(Translation of the individual financial statements originally issued in Portuguese) Deferred tax assets 7 539,961 429,213

(Amounts expressed in euro) Other non current assets 5 138,721,946 133,517,946 Total Non Current Assets 722,443,417 716,719,521

30 June 2013 30 June 2012
Other current assets
OPERATING ACTIVITIES
Cash and cash equivalents
6
8
30,004,794
105,317
26,036,184
374,001
Total Current Assets
Cash paid to trade creditors
30,110,111
505,604
26,410,185
1,763,312
Cash paid to employees 356,601 317,922
TOTAL ASSETS Cash flow generated by operations 752,553,528
(862,205)
743,129,706
(2,081,234)
Income taxes (paid)/received 510 17,581
Other cash receipts/(payments) relating to operating activities (428,236) (44,998)
EQUITY AND LIABILITIES
Net
c
as
h flow from operat
ing ac
t
ivit
ies
[
1]
(1,290,951) (2,143,813)
EQUITY: INVESTMENT ACTIVITIES
Share Capital Cash receipts arising from: 9 250,000,000 250,000,000
Own shares Interest and similar income 9 (469,426)
5,051,185
(264,705)
5,200,990
Legal reserve Dividends 10 8,307,376
12,355,245
8,307,376
382,921
Other reserves
Loans obtained
10 287,715,325
-
288,710,416
-
Retained earnings 17,406,430
-
5,583,911
-
Cash payments arising from:
Profit / (Loss) for the period
12,398,885 (995,091)
Tangible assets 7,000 -
TOTAL EQUITY Loans granted 557,952,160
13,200,200
545,757,996
34,911,146
13,207,200 34,911,146
LIABILITIES: Net
c
as
h flow from inves
t
ment
ac
t
ivit
ies
[
2]
4,199,230 (29,327,235)
Bank loans NON CURRENT LIABILITIES:
FINANCING ACTIVITIES
11 60,711,545 68,932,664
Bonds Cash receipts arising from: 11 - 9,985,411
Other non current liabilities
Loans obtained
62,594
17,200,000
52,605
46,732,000
Deferred tax liabilities 7 -
17,200,000
778
46,732,000
Cash Payments arising from:
Total Non Current Liabilities
60,774,139 78,971,458
Interest and similar costs 4,498,402 4,447,325
Acquisition of own shares
CURRENT LIABILITIES
260,680 62,927
Loans obtained 15,486,500 10,800,000
Suppliers 43,747
20,245,582
68,784
15,310,252
Bank loans
Bonds
Net
c
as
h flow from financ
ing ac
t
ivit
ies
[
3]
11
11
101,600,000
(3,045,582)
9,988,827
96,400,981
31,421,748
-
Other creditors
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3]
12 20,621,100
(137,303)
20,748,477
(49,300)
Other current liabilities
Cash and cash equivalents at the beginning of the period
13
8
1,573,556
373,019
1,182,010
350,634
Cash and cash equivalents at the end of the period
Total Current Liabilities
8 235,716
133,827,229
301,335
118,400,252

The accompanying notes are an integral part of these financial statements

The Chief Accountant

SONAE CAPITAL, SGPS, SA (Amounts expressed in euro)

SONAE CAPITAL, SGPS, SA INDIVIDUAL BALANCE SHEETS AS AT 31 MARCH 2013 AND 31 DECEMBER 2012

(Translation of the individual financial statements originally issued in Portuguese)

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED 30 JUNE 2013 AND 2012

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro) Investments 4 583,181,509 582,772,362

Other non current assets 2nd Quarter 2013
5
138,721,946
(Unaudited)
2nd Quarter 2012
133,517,946
(Unaudited)
Total Non Current Assets
OPERATING ACTIVITIES
722,443,417 716,719,521
CURRENT ASSETS:
Cash paid to trade creditors
229.088 38.201
Other current assets
Cash paid to employees
6
30,004,794
198.267
26,036,184
252.949
Cash and cash equivalents
Cash flow generated by operations
8
105,317
(427.354)
374,001
(291.150)
Total Current Assets
Income taxes (paid)/received
30,110,111
4
26,410,185
141
Other cash receipts/(payments) relating to operating activities 78.477 3.529
Net
c
as
h flow from operat
ing ac
t
ivit
ies
[
1]
TOTAL ASSETS
(348.881)
752,553,528
(287.762)
743,129,706
EQUITY AND LIABILITIES
INVESTMENT ACTIVITIES
Cash receipts arising from:
EQUITY:
Interest and similar income 17 564
Share Capital
Dividends
9
250,000,000
12.355.245
250,000,000
382.921
Own shares
Loans granted
9
(6.098.450)
(469,426)
(264,705)
-
Legal reserve 6.256.812
10
8,307,376
383.485
8,307,376
Cash payments arising from:
Other reserves
10
287,715,325
288,710,416
Investments
Retained earnings
Tangible assets
-
7.000
-
-
-
Profit / (Loss) for the period
Loans granted
12,398,885
7.996.200
(995,091)
4.089.300
TOTAL EQUITY 557,952,160
8.003.200
545,757,996
4.089.300
Net
c
as
h flow from inves
t
ment
ac
t
ivit
ies
[
2]
(1.746.388) (3.705.815)
LIABILITIES:
FINANCING ACTIVITIES
NON CURRENT LIABILITIES:
Bank loans
Cash receipts arising from:
11
60,711,545
68,932,664
Bonds
Loans obtained
11
10.250.000
9,985,411
-
751.000
Other non current liabilities 62,594
10.250.000
52,605
751.000
Deferred tax liabilities
Cash Payments arising from:
7 -
Total Non Current Liabilities
Interest and similar costs
60,774,139
2.607.373
78,971,458
1.413.320
Acquisition of own shares 55.959 8.011
Loans obtained
CURRENT LIABILITIES
5.361.000 (4.950.000)
Suppliers 8.024.332
43,747
(3.528.669)
68,784
Net
c
as
h from financ
ing ac
t
ivit
ies
[
3]
Bank loans
2.225.668
11
101,600,000
4.279.669
96,400,981
Bonds
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3]
11
9,988,827
130.399
286.092
Other creditors
Cash and cash equivalents at the beginning of the period
12
20,621,100
105.317
20,748,477
15.242
Other current liabilities
Cash and cash equivalents at the end of the period
13
1,573,556
235.716
1,182,010
301.335

Total Current Liabilities 133,827,229 118,400,252

The accompanying notes are an integral part of these financial statements.

The Chief Accountant

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

1. INTRODUCTION

Sonae Capital, SGPS, SA ("the Company" or "Sonae Capital") whose registered office is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, was set up on 14 December 2007 by public deed, following the demerger from Sonae, SGPS, SA of the whole of the shareholding in the company formerly named Sonae Capital, SGPS, SA, now named SC, SGPS, SA, in compliance with paragraph a) of article 118 of the Commercial Companies Code.

The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree-Law 158/2009 of 13 July of 2009, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.

2. PRINCIPAL ACCOUNTING POLICIES

The principal accounting policies adopted in preparing the accompanying individual financial statements are consisting with those used in the financial statements presented for the year ended 31 December 2012.

Basis of preparation

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

The accompanying financial statements have been prepared from the books and accounting records on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.

Sonae Capital, SGPS, SA Report and Accounts 61

3. CHANGES IN ACCOUNTING POLICIES

During the period there were no changes in accounting policies or prior period errors.

4. INVESTMENTS

As at 30 June 2013 and 31 December 2012 Investments are detailed as follows:

30 June 2013 31 December 2012
Investments in affiliated and associated undertakings 584,195,526 584,195,526
Investments in other companies
Sonae RE - (0,04%) 1,200 1,200
Fundo Invest. Imob. Imosonae Dois - (0,001%) 2,546 2,546
584,199,272 584,199,272
Impairment (669,028) (1,426,910)
583,530,244 582,772,362

4.1 Investments in affiliated and associated undertakings

As at 30 June 2013 and 31 December 2012, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.

30 June 2013 31 December 2012
Company % Held Book Value Fair Value
Reserve
% Held Book Value Fair Value
Reserve
SC, SGPS, SA 100.00% 382,638,253 - 100.00% 382,638,253 -
Spred, SGPS, SA 54,05 40,000,000 - 54,05 40,000,000 -
SC Assets, SGPS, SA 76,64 82,000,000 - 76,64 82,000,000 -
Sonae Turismo, SGPS, SA 23,08 37,500,000 - 23,08 37,500,000 -
Fundo Esp.Inv.Imo.Fec. WTC 59,57 42,057,273 - 59,57 42,057,273 -
Total 584,195,526 - 584,195,526 -

Investments carried at cost correspond to those in unlisted companies and for which a fair value cannot be reliably estimated.

Impairment tests on financial investments were performed, based on external valuations of the real estate of group companies, to assess the fair value of such investments. Following this analysis, 757,882 euro, regarding an impairment accounted for in 2012 for the company Fund Esp.Inv.imob WTC, was reverted in the period.

Sonae Capital, SGPS, SA Report and Accounts 62

5. OTHER NON CURRENT ASSETS

As at 30 June 2013 and 31 December 2012 Other Non-Current Assets are detailed as follows:

30 June 2013 31 December 2012
Loans granted to group companies:
SC, SGPS, SA 121,129,243 111,341,743
SC Assets, SGPS, SA 28,953,203 22,176,203
150,082,446 133,517,946

These assets were not due or impaired as at 30 June 2013. The fair value of loans granted to Group companies is basically the same as their book value.

Loans to group companies interest at market rates and are repayable within a period exceeding one year.

6. OTHER CURRENT ASSETS

As at 30 June 2013 and 31 December 2012 Other Current Assets can be detailed as follows:

30 June 2013 31 December 2012
Group companies - Short term loans:
SC, SGPS, SA 15,829,067 20,450,367
SC Assets SGPS, SA 1,512,130 255,130
Suppliers 23 5,213
Income tax withheld 176,443 189,194
Other Debtors 1,962 5,500
Accrued income 4,613,454 5,107,967
Deferred costs 421,178 22,812
22,554,257 26,036,184

Loans granted to group companies bear interest at market rates and are repayable within one year.

7. DEFERRED TAXES

Deferred tax assets and liabilities as at 30 June 2013 and 31 December 2012 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 June 2013 31 December 2012 30 June 2013 31 December 2012
Tax losses carried forward 674,434 429,213 -
-
Others - - -
778

During the periods ended 30 June 2013 and 31 December 2012, movements in Deferred taxes are as follows:

Deferred tax assets Deferred tax liabilities
30 June 2013 31 December 2012 30 June 2013 31 December 2012
Opening balance 429,213 451,247 778 11,699
Effect in results ( Nota 18):
Tax losses carried forward 245,222 (22,034) - -
Others - - (778) (10,921)
674,434 429,213 - 778
Effect in reserves: - - - -
Closing balance 674,434 429,213 - 778

8. CASH AND CASH EQUIVALENTS

As at 30 June 2013 and 31 December 2012 Cash and Cash Equivalents can be detailed as follows:

30 June 2013 31 December 2012
Cash 1.004 1.004
Bank deposits 234.713 372.997
Cash and cash equivalents in the balance sheet 235.716 374.001
Bank overdrafts - 981
Cash and cash equivalents in the cash flow statement 235.716 373.019

9. SHARE CAPITAL

As at 30 June 2013 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.

In 2013, Sonae Capital SGPS, S.A. bought 1,401,405 own shares on the stock market, representing 0.5606% of its share capital, for a total consideration of 260,679 euro. As at 30 June 2013, the total of own shares bought by the company is 3,036,315, representing 1.215% of its share capital.

10. RESERVES

As at 30 June 2013 and 31 December 2012 the caption Other Reserves can be detailed as follows:

30 June 2013 31 December 2012
Free reserves 154,551,688 155,807,458
Demerger reserve 132,638,252 132,638,252
Own shares reserve 525,385 264,705
287,715,325 288,710,416

The demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 euro). This reserve, which has a treatment similar to that of a Legal Reserve, according to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.

Legal Reserve: According to the Company Law, at least 5% of the annual net profit must be transferred to the legal reserve until it represents 20% of share capital. This reserve cannot be distributed to shareholders, unless the company is liquidated, but can be used to cover prior year losses, once other reserves have been used fully, or for capital increases. As at 30 June 2013 the value of this caption is 8,307,376 euro.

11. LOANS

As at 30 June 2013 and 31 December 2012 this caption included the following loans:

30 June 2013 31 December 2012
Bank loans - Commercial paper 30,000,000 38,250,000
Bank loans - Term loan 24,000,000 31,000,000
Up-front fees not yet charged to income statement (262,363) (317,336)
Bank loans - non current 53,737,637 68,932,664
Nominal value of bonds - 10,000,000
Up-front fees not yet charged to income statement - (14,589)
Bond Loans - 9,985,411
Non-current loans 53,737,637 78,918,075
Bank loans - Commercial paper 109,850,000 94,400,000
Bank loans - Term loan 7,000,000 2,000,000
Bond Loans 10,000,000 -
Up-front fees not yet charged to income statement (7,719) -
Bank overdrafts - 981
Current bank loans 126,842,281 96,400,981

Non Current Bank Loans

The caption Non-Current Bank Loans relates to amounts issued detailed as follows:

  • i. Bank loan started on 2 June 2011 valid for six years and repayable in six annual instalments. This loan is guaranteed by a mortgage of investment properties and pays interest every three months;
  • ii. Commercial Paper Programme issued on 27 December 2012 with subscription guarantee and valid for a period of 5 years.

The bank loans mentioned above bear interest at market rates, indexed to the Euribor of each issue period.

The average interest rate of these bond loans as at 30 June 2013 was 4.362%.

Current Bank Loans

The caption Current Bank Loans relates to amounts issued, detailed as follows:

  • i. Commercial Paper Programme issued on 28 March 2008 without subscription guarantee, valid for a period of 10 years, which may be extended at the option of the Company. Issues placed with investors and / or financial institutions supported by committed credit lines maturities between 6 months and one year, engaged with relationship banks.
  • ii. Commercial Paper Programme issued on 31 March 2011 with subscription guarantee, valid until August 2016;
  • iii. Commercial Paper Programme issued on 17 February 2011 with subscription guarantee, valid for a period of 1 year, automatically renewable for equal periods to a maximum of five years;
  • iv. Commercial Paper Programme issued on 30 December 2010 with subscription guarantee and valid for a period of 3 years;
  • v. Sonae Capital, SGPS 2011/2016, amounting to 10,000,000 euro, repayable after 5 years, in one instalment, on 17 January 2016. Early repayment can occur under the terms of the Call / Put Option in Jan/2014. This bond issue pays interest every six months;

The above loans are not guaranteed, and their fair value is considered to be close to their book value, in view of the fact that interest payable on them is at variable market rates.

There are no Derivatives.

12. OTHER CREDITORS

As at 30 June 2013 and 31 December 2012, these captions were made up as follows:

30 June 2013 31 December 2012
Other creditors
Group companies - Short term loans:
Spred, SGPS, SA 17,260,100 20,746,600
Other creditors 943 1,877
17,261,043 20,748,477

Loans obtained from group companies bear interest at market rates and are repayable within one year.

13. OTHER CURRENT LIABILITIES

As at 30 June 2013 and 31 December 2012, these captions were made up as follows:

30 June 2013 31 December 2012
Other current liabilities
Taxes payable 37,871 140,913
Accruals:
Staff costs 261,181 235,216
Interest payable 845,494 637,782
Other accruals 171,788 164,029
Deferred income 582 4,070
1,316,915 1,182,010

14. EXTERNAL SUPPLIES AND SERVICES

As at 30 June 2013 and 30 June 2012, External Supplies and Services can be detailed as follows:

30 June 2013 30 June 2012
Operational rents 18,737 18,619
Insurance costs 22,693 25,340
Travelling expenses 12,373 9,473
Services obtained 401,662 133,381
Other services 11,654 4,765
467,120 191,579

15. STAFF COSTS

As at 30 June 2013 and 30 June 2012, Staff Costs are made up as follows:

30 June 2013 30 June 2012
Governing bodies' remunerations 331,474 146,029
Social security contributions 28,924 23,448
Other staff costs 30,346 8,892
390,745 178,369

30 June 2013

16. NET FINANCIAL EXPENSES AND INVESTMENT INCOME

As at 30 June 2013 and 30 June 2012, Net Financial Expenses and Investment Income can be detailed as follows:

30 June 2013 30 June 2012
Interest payable and similar expenses
Interest arising from:
Bank loans (3,582,898) (3,207,876)
Bonds (239,003) (635,944)
Other (54,642) (186,296)
Other financial expenses (790,261) (1,053,952)
(4,666,805) (5,084,067)
Interest receivable and similar income
Interest income 4,558,961 6,037,004
4,558,961 6,037,004
Net financial expenses (107,844) 952,937
Reversal of Impairment losses (Note 4.1) 757,881 -
Dividends received 12,355,245 382,921
Investment income 13,113,126 382,921

As at 30 June 2013, the amount of dividends received from affiliated companies was as follows:

SC ASSETS, SGPS, SA 2,221,944
SC, SGPS, SA 9,500,000
SPRED, SGPS, SA 633,300
12,355,245

17. TAXATION

As at 30 June 2013 and 30 June 2012, Taxation is made up as follows:

30 June 2013 30 June 2012
Current tax (4,162) (46,317)
Deferred tax 246,000 (108,464)
241,838 (154,781)

18. EARNINGS PER SHARE

Earnings per share for the six months periods ended 30 June 2013 and 2012 were calculated taking into consideration the following amounts:

30 June 2013 30 June 2012
Net profit
Net profit taken into consideration to calculate basic
earnings per share (Net profit for the period ) 12,371,328 813,827
Effect of dilutive potential shares - -
Net profit taken into consideration to calculate
diluted earnings per share 12,371,328 813,827
Number of shares
Weighted average number of shares used to calculate
basic earnings per share 248,046,518 249,598,250
Weighted average number of shares used to calculate
diluted earnings per share 248,046,518 249,598,250
Earnings per share (basic and diluted) 0.049875 0.003261

19. INFORMATION REQUIRED BY LAW

Art 5 nr 4 of Decree-Law nr 495/88 of 30 December changed by art 1 of Decree-Law nr 318/94 of 24 December

In the period ended 30 June 2013 shareholders' loan contracts were entered into with the companies SC, SGPS, SA and SC Assets, SGPS, SA.

In the period ended 30 June 2013 there was no short-term loan contracts entered into.

As at 30 June 2013 amounts due by affiliated companies can be summarized as follows: Loans and Short term loans granted

Companies Closing Balance
SC, SGPS, SA 136,958,310
SC Assets, SGPS, SA 30,465,333
167,423,643

As at 30 June 2013 amounts due to affiliated companies can be summarized as follows:

Short term loans obtained

Companies Closing Balance
Spred, SGPS, SA 17,260,100
17,260,100

20. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 30 July 2013.

The Board of Directors

Sonae Capital, SGPS, SA Report and Accounts 71

Limited Review Report Prepared by Auditor Registered with the Securities Market Commission (CMVM) on the Consolidated and Individual Half Year Information

(Free translation from the original in Portuguese)

Introduction

1 In accordance with the Portuguese Securities Market legislation ("Código dos Valores Mobiliários"), we present our Limited Review Report on the consolidated and individual information for the period of six months ended June 30, 2013 of Sonae Capital, SGPS, SA, included: in the management report, in the Consolidated and Individual balance sheet (which shows total assets of 647.306.291 Euros and 757.083.514 Euros, respectively, a total consolidated equity of 314.441.126 Euros, which includes non-controlling interests of 8.407.418 Euros and individual of 557.868.645 Euros, a net consolidated loss of 11.929.132 Euros and a net individual profit of 12.371.328 Euros), in the Consolidated and Individual income statement by nature, in the Consolidated and Individual statement of comprehensive income, in Consolidated and Individual statement of changes in equity, in the Consolidated and Individual cash flow statement for the period then ended, and in the corresponding notes.

2 The amounts in consolidated and individual financial statements, as well as those in the additional financial information, are derived from accounting records.

Responsabilities

3 It is the responsibility of the Company's Board of Directors: (a) to prepare consolidated and individual financial information that present fairly, in all material respects, the financial position of the company and its subsidiaries, the consolidated and individual results, the consolidated and individual comprehensive income of their operations, the changes in consolidated and individual equity, the consolidated and individual cash flows; (b) to prepare historic financial information in accordance with International Financial Reporting Standards as adopted by the EU, in particular with international accounting standard nº 34 – Interim Financial Reporting, and which is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code; (c) to adopt adequate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any relevant matters which have influenced their activity, financial position or results.

4 Our responsibility is to verify the financial information included in the above mentioned documents, namely if it is complete, true, timely, clear, objective and lawful, as required by the Portuguese Securities Market Code, and to issue an independent and professional report based on our work.

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.com/pt Matriculada na Conservatória do Registo Comercial sob o NUPC 506 628 752, Capital Social Euros 314.000

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069 - 316 Lisboa, Portugal Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na Comissão do Mercado de Valores Mobiliários sob o nº 9077

Scope

5 Our work was performed with the objective of obtaining moderate assurance as to whether the financial information referred to above is free of material misstatement. Our work, which was performed in accordance with the Standards and Technical Recommendations approved by the Portuguese Institute of Statutory Auditors, was planned in accordance with that objective, and consisted, mainly, of in inquiries and analytical procedures to review: (i) the reliability of the assertions in the financial information; (ii) the adequacy of the accounting principles adopted considering the circumstances and their consistent application; (iii) the applicability, or otherwise, of the going concern basis of accounting; (iv) the presentation of the financial information; and (v) if the consolidated and individual financial information is complete, true, timely, clear, objective and lawful.

6 Our work also covered the verification of the consistency of the financial information included in the management report with the remaining documents referred to above.

7 We believe that our work provides a reasonable basis for issuing this report on half year financial information.

Opinion

8 Based on our work, which was performed with the objective of obtaining moderate assurance, nothing has come to our attention that leads us to conclude that the consolidated and individual financial information for the period of six months ended June 30, 2013 contains material misstatements that affect its conformity with the International Financial Reporting Standards (IFRS), as adopted in the EU, in particular with international accounting standard nº 34 – Interim Financial Reporting and that it is not complete, true, timely, clear, objective and lawful.

Report on other legal requirements

9 Based on our work, nothing has come to our attention that leads us to conclude that the information included in the management report is not consistent with the consolidated and individual financial information for the period.

August 2, 2013

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:

Hermínio António Paulos Afonso, R.O.C.

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