AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Patris Investimentos

Management Reports Aug 27, 2012

1946_ir_2012-08-27_2f2bc5ca-c1df-49c2-9f64-f96d3be5dcac.pdf

Management Reports

Open in Viewer

Opens in native device viewer

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

Share Capital 1,000,000,000 Euro

Porto Commercial Registry and Fiscal Number 501 532 927

REPORT AND ACCOUNTS

30 June 2012

Management Report

Managemene Report

Sonae Investimentos – S.G.P.S., S.A.

In accordance with Portuguese Law and the company's articles of association, we hereby present the management report of Sonae Investimentos - S.G.P.S., S.A. for the first six months of 2012.

Activity evolution for the period

During the course of the three months of 2012, the consolidated turnover of Sonae Investimentos totalled 2.113 million Euro, which corresponds to a decrease of 2% compared to the same period in the previous year1 or of 1% if we exclude, in 2011, the sales related to the petrol filling stations (the company transferred them to third parties during 2011).

In the same period, the Company's operating cash-flow (EBITDA) reached 134 million Euro. This represents a decrease of 2% regarding the same period last year. This decrease of EBITDA was due to the deterioration of the operational cash-flow of the specialized retail business. In fact, the negative evolution of sales witnessed in the Iberian markets during the last quarters – result of the significant reductions in the level of private consumption in Portugal and Spain, driven by the on-going implementation of several austerity measures by the respective governments – has penalized the productivity of the operations, particularly of the discretionary categories. Nevertheless, the significant cost savings and efficiency gains obtained more than offset this negative effect, making even possible an improvement of 0,1 pp in the margin that stood at 6,4% of sales. This accomplishment is so much more important if we consider the 13 million Euro of non recurrent items impacting EBITDA in 2011, mainly concerning sale of assets.

In terms of operating results (EBIT), the consolidated figure reached 39 thousand Euro in the period, which represents a decrease of circa 9 million Euro compared to the first six months of 2011.

Sonae Investimentos consolidated net result in the first semester of 2012 totalled -4,6 million Euro, 16 million Euro less than the amount realised in the same period of 2011.

At the end of June, Sonae Investimentos detained an overall portfolio of 1,000 stores2 , corresponding to a sales area of 1,024,000 m22 . During the period, the company continued the

1 2011 results were restated in order to reflect the change in Geostar consolidation to the Equity Method (see Methodological Note)

2 Excludes Geostar

consolidation of Sonae SR's own store network in international markets. As at the end of June 2012, Sonae SR's formats had a total of 136 stores outside of Portugal, including 13 under franchising agreements.

In Portugal, the company materialized a selective opening of new retail stores, including 2 Continente Bom Dia and 1 new Worten store.

In parallel to the expansion effort, the company carried a Refurbishment Programme in a number of retail units so as to ensure they remain as a reference in their respective catchment areas. Total investment amounted to 39 million Euro during the first six months of the year.

Outlook

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

Methodological note

The norm IFRS 11 - Joint Arrangements alters the accounting method of joint-controlled investments, namely eliminating the possibility of proportional consolidation of entities that fall under the concept of joint-ventures, as is the case of Geostar. Under these terms, Sonae Investimentos has decided, as already possible under the current norms, anticipating the likely requirement for this change to be implemented for annual reporting periods beginning on 1 January 2013 and in order to facilitate a future comparison of its financial reporting, to start reporting Geostar according the Equity Method (the only possible method according to this new norm) from 1 January 2012.

Matosinhos, 21 August 2012 The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Nuno Manuel Moniz Trigoso Jordão

Glossário

Volume de negócios (vn)

vendas de mercadorias e produtos + prestações de serviços.

Cash-flow operacional (EBITDA)

volume de negócios + outros rendimentos - goodwill negativo - reversão de perdas por imparidade - gastos operacionais + ganhos ou perdas com vendas de empresas – provisões para extensões de garantia.

Resultado operacional (EBIT)

volume de negócios + outros rendimentos– gastos operacionais – provisões para extensões de garantia + ganhos/perdas com vendas de empresas – amortizações e perdas por imparidade.

Investimento líquido

aumento do ativo tangível e intangível bruto + variações do perímetro (resultantes de aquisições e alienações) - desinvestimento bruto em ativo tangível e intangível + aumentos de goodwill.

Endividamento financeiro líquido

empréstimos correntes + empréstimos não correntes + credores por locação financeira – caixa e equivalentes de caixa – outros investimentos financeiros correntes

Gearing

relação entre o endividamento financeiro líquido e o capital próprio da Empresa.

Capitais empregues líquidos

ativos tangíveis e intangíveis brutos + outros ativos fixos brutos (incluindo Goodwill)- amortizações e perdas de imparidade + investimentos financeiros + fundo de maneio.

Appendix

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

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

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Nuno Manuel Moniz Trigoso Jordão

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

Date Additions Reductions Balance as of
30.06.2012
Quantity Aver. Price € Quantity Aver. Price € Quantity
Duarte Paulo Teixeira de Azevedo () () () (**)
Efanor Investimentos, SGPS, SA (1) 1
Migracom, SGPS, SA (6) 1,969,996
Sonae, SGPS, SA (3) 3,293 (a)
Shares purchased under the terms of the Annual
Performance Bonus Plan and Medium Term Incentive Plans
30.03.2012 451,068 0.000
Shares purchased under the terms of the Annual
Performance Bonus Plan and Medium Term Incentive Plans
Sale
27.04.2012
27.04.2012
619,326 0.000 1,068,101 0.405
Ângelo Gabriel Ribeirinho dos Santos Paupério () (*)
Sonae, SGPS, SA (3)
584,562
Shares purchased under the terms of the Annual
Performance Bonus Plan and Medium Term Incentive Plans
09.03.2012 229,329 0.000
Additions Balance as of
Reductions
Date Quantity Aver. Price € Quantity Aver. Price € 30.06.2012
Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae, SGPS, SA (3) 200,100,000
Purchase 10.05.2012 77,700,000 0.400
Pareuro, BV (2) 2,000,000
(2) Pareuro, BV
Sonae, SGPS, SA (3) 849,533,095
Sale 28.03.2012 10,016,905 0.456
Sale 10.05.2012 77,700,000 0.400
(3) Sonae, SGPS, SA
Sonae Investments, BV (4) 2,894,000
Sonae, SGPS, SA (treasury shares) 368,173
Purchase 29.03.2012 395,000 0.442
Purchase 30.03.2012 639,045 0.446
Purchase 02.04.2012 354,134 0.441
Purchase 03.04.2012 100,000 0.445
Purchase 04.04.2012 812,972 0.440
Purchase 05.04.2012 100,000 0.438
Purchase 10.04.2012 150,000 0.431
Purchase 11.04.2012 386,112 0.435
Purchase 12.04.2012 550,000 0.436
Purchase 13.04.2012 499,500 0.429
Purchase 16.04.2012 539,552 0.426
Purchase 17.04.2012 400,461 0.436
Purchase 18.04.2012 255,000 0.424
Purchase 19.04.2012 537,500 0.428
Purchase 20.04.2012 280,000 0.425
Sale 27.04.2012 5,011,777 0.437
Shares delivered under the terms of the Annual
Performance Bonus Plan and Medium Term Incentive Plans
Sonae Investimentos, SGPS, SA
27.04.2012 619,326 0.000 768,580,810
(4) Sonae Investments BV
Sonae Investimentos, SGPS, SA 131,419,190
(5) Sonae - Specialized Retail, SGPS, SA
Sonae Investimentos, SGPS, SA
100,000,000
(6) Migracom, SGPS, SA
Sonae, SGPS, SA (3) 2,908,204
Purchase 27.04.2012 1,068,101 0.405
Imparfin, SGPS, SA (7) 150,000
(7) Imparfin, SGPS, SA
Sonae, SGPS, SA (3) 4,105,280

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

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

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

(****) Member of the Board of Directors of Imparfin, SGPS, SA (7)

(a) of which 1,293 shares held by descendants under his charge

Qualified holdings

Shares held and voting rights of companies owning more than 2% of the share capital of the company, as required by article 9 nr.1 c) of Securities Market Regulation Board (CMVM) regulation 05/2008:

Shareholder Nr. of shares % Share capital % of voting
rights
Efanor Investimentos, SGPS, SA (1)
By Sonae, SGPS, SA 768,580,810 76.858% 85.398%
By Sonae Investments, BV 131,419,190 13.142% 14.602%
By Sonae - Specialized Retail, SGPS, SA (2) 100,000,000 10.000% -
Total attributable to Efanor Investimentos, SGPS, SA 1,000,000,000 100.000% 100.000%

(1) Qualifying holding attributed to Efanor w hose shares representing approximately 99.99% of share capital and voting rights of Efanor Investimentos, SGPS, SA belong to Belmiro Mendes de Azevedo. (2) Considered treasury shares in accordance w ith Commercial Companies Code as Sonae - Specialized Retail, SGPS, SA is fully ow ned by

Sonae Investimentos, SGPS, SA.

Condensed consolidated

financial statements

CONDENSED CONSOLIDATED STATEMENT OF FINANTIAL POSITION AT 30 JUNE 2012 AND 2011 AND AT 31 DECEMBER 2011

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

(Amounts expressed in euro)

NON-CURRENT ASSETS:
Tangible assets
7
2,045,499,852
2,098,958,736
2,094,098,317
2,130,195,086
Intangible assets
8
152,296,905
148,398,776
156,357,666
152,983,921
Goodwill
9
499,234,487
500,617,438
499,234,487
500,446,937
Investments in associates
5
55,557,792
66,203,144
58,681,026
69,867,554
Other investments
6
34,596,913
34,508,768
34,613,973
34,556,255
Deferred tax assets
13
130,321,347
118,962,858
117,767,016
97,680,391
Other non-current assets
11
36,445,000
39,139,926
36,533,370
37,391,624
Total Non-Current Assets
2,953,952,296
3,006,789,646
2,997,285,855
3,023,121,768
CURRENT ASSETS:
Inventories
576,989,800
617,788,631
643,387,609
664,630,207
Trade accounts receivable and other current assets
12
220,915,709
274,857,097
222,789,098
210,516,317
Investments
10
3,276,791
4,361,692
5,856,269
15,642,909
Cash and cash equivalents
14
109,743,519
85,738,957
253,481,201
199,666,276
Total Current Assets
910,925,819
982,746,377
1,125,514,177
1,090,455,709
Assets available for sale
720,338
720,338
720,338
9,500,686
TOTAL ASSETS
3,865,598,453
3,990,256,361
4,123,520,370
4,123,078,163
EQUITY AND LIABILITIES
EQUITY:
Share capital
15
1,000,000,000
1,000,000,000
1,000,000,000
1,000,000,000
Own shares
(320,000,000)
(320,000,000)
(320,000,000)
(320,000,000)
Reserves and retained earnings
60,777,629
19,324,656
18,463,670
(148,409,750)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company
(3,772,560)
11,697,096
63,798,214
168,595,954
Equity attributable to the equity holders of the Parent Company
737,005,069
711,021,752
762,261,884
700,186,204
Equity attributable to non-controlling interests
16
74,999,551
76,382,295
75,700,031
75,372,692
TOTAL EQUITY
812,004,620
787,404,047
837,961,915
775,558,896
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans
17
1,060,560,311
1,158,258,043
912,748,107
1,210,270,255
Other non-current liabilities
19
428,970,663
426,399,549
428,236,505
425,372,544
Deferred tax liabilities
13
124,939,588
114,856,831
119,911,312
108,129,814
Provisions
22
33,220,188
25,563,425
35,325,262
21,495,563
Total Non-Current Liabilities
1,647,690,750
1,725,077,848
1,496,221,186
1,765,268,176
CURRENT LIABILITIES:
Loans
17
185,066,034
293,271,131
378,365,848
105,288,362
Trade creditors and other current liabilities
21
1,218,608,719
1,182,254,005
1,408,722,091
1,475,373,392
Provisions
22
2,228,330
2,249,330
2,249,330
1,589,337
Total Current Liabilities
1,405,903,083
1,477,774,466
1,789,337,269
1,582,251,091
TOTAL LIABILITIES
3,053,593,833
3,202,852,314
3,285,558,455
3,347,519,267
TOTAL EQUITY AND LIABILITIES
3,865,598,453
3,990,256,361
4,123,520,370
4,123,078,163
ASSETS Notes 30 June 2012 30 June 2011
Restated
31 December 2011
Restated
1 January 2011
Restated

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

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIODS ENDED 30 JUNE 2012 AND 2011

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

(Amounts expressed in euro)

Notes nd Quarter 2012
2
nd Quarter 2011
2
Restated
30 June 2012 30 June 2011
Restated
Sales 1,072,457,618 1,112,172,252 2,096,144,090 2,140,447,663
Services rendered 8,880,021 11,841,285 16,446,346 22,987,461
Investment income 200,697 232,500 200,697 232,500
Financial income 1,468,257 1,657,686 2,917,928 3,913,144
Other income 127,556,722 122,630,179 219,400,819 255,261,519
Cost of goods sold and materials consumed (844,834,434) (866,520,361) (1,643,138,988) (1,690,289,023)
Changes in stocks of finished goods and work in progress (273,131) 269,094 (211,595) 366,267
External supplies and services (134,559,808) (146,074,127) (271,171,619) (281,709,511)
Staff costs (136,525,024) (141,933,978) (269,780,677) (283,162,651)
Depreciation and amortisation 7 and 8 (44,489,802) (42,746,605) (89,098,907) (88,523,839)
Provisions and impairment losses (2,439,099) (3,213,016) (4,006,760) (5,527,312)
Financial expenses (21,262,024) (20,746,530) (41,258,690) (40,687,195)
Other expenses (7,448,618) (12,152,447) (16,226,341) (23,020,889)
Share of results of associated undertakings 5 (641,550) 240,090 (2,661,595) (866,934)
Profit/(Loss) before taxation 18,089,825 15,656,022 (2,445,292) 9,421,200
Taxation 25 (6,067,611) (4,077,337) (2,135,678) 1,772,628
Profit/(Loss) after taxation 12,022,214 11,578,685 (4,580,970) 11,193,828
Attributable to:
Equity holders of the Parent Company 12,635,926 11,748,973 (3,772,560) 11,697,096
Non-controlling interests (613,712) (170,288) (808,410) (503,268)
Profit/(Loss) per share
Basic 26 0.014040 0.013054 (0.004192) 0.012997
Diluted 26 0.014040 0.013054 (0.004192) 0.012997

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 JUNE 2012 AND 2011

(Translation of condensed consolidated financial statements originally issued in Portuguese.

In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in euro)

2nd Quarter 2012 2nd Quarter 2011
Restated
30 June 2012 30 June 2011
Restated
Net Profit / (Loss) for the period 12,022,214 11,578,685 (4,580,970) 11,193,828
Exchange differences arising on translation of foreign operations (32,288) 252,137 (49,653) (909,767)
Participation in other comprehensive income (net of tax) related to associated
companies included in consolidation by the equity method
(408,855) (326,587) (461,641) (952,588)
Changes in hedge and fair value reserves 1,360,588 1,742,994 (1,768,208) 1,157,474
Deferred tax related to changes in fair value reserves (354,409) (465,748) 479,375 (293,524)
Other comprehensive income for the period 565,036 1,202,796 (1,800,127) (998,405)
Total comprehensive income for the period 12,587,250 12,781,481 (6,381,097) 10,195,423
Attributable to:
Equity holders of Parent Company
Non controlling interests
13,179,414
(592,164)
12,947,555
(166,074)
(5,553,062)
(828,035)
10,736,161
(540,738)
The accompanying notes are part of these condensed consolidated financial statements.
The Board of Directors
13 21.08.2012

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE PERIODS ENDED 30 JUNE 2012 AND 2011

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

(Amounts expressed in euro)

Attributable to Equity Holders of Parent Company
Reserves and Retained Earnings
Share
Capital
Own
Shares
Legal
Reserve
Currency
Translation
Reserve
Hedging
Reserve
Legal reserves
in accordance
with article
342º CSC
Other Reserves
and Retained
Earnings
Total Net
Profit/(Loss)
Total Non-controlling
interests
(Note 16)
Total
Equity
Balance as at 1 January 2011- Restated 1,000,000,000 (320,000,000) 117,087,918 402,475 (2,107,724) 342,000,000 (605,792,419) (148,409,750) 168,595,954 700,186,204 75,372,692 775,558,896
Total compreensive income for the period - - - (909,767) 901,420 - (952,588) (960,935) 11,697,096 10,736,161 (540,738) 10,195,423
Appropriation of profit of 2010:
Transfer to legal reserves and retained earnings
Dividends distributed
Acquisitions of shares of affiliated undertakings
Other reserves
-
-
-
-
-
-
-
-
22,526,963
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
193,439
(94,052)
146,068,991 168,595,954
-
193,439
(94,052)
(168,595,954)
-
-
-
-
-
193,439
(94,052)
-
-
1,276,561
273,780
-
-
1,470,000
179,728
Balance as at 30 June 2011 - Restated 1,000,000,000 (320,000,000) 139,614,881 (507,292) (1,206,304) 342,000,000 (460,576,629) 19,324,656 11,697,096 -
711,021,752
76,382,295 787,404,047
Balance as at 1 January 2012- Restated 1,000,000,000 (320,000,000) 139,614,881 336,811 1,595,204 320,000,000 (443,083,226) 18,463,670 63,798,214 762,261,884 75,700,031 837,961,915
Total compreensive income for the period - - - (49,653) (1,269,208) - (461,641) (1,780,502) (3,772,560) (5,553,062) (828,035) (6,381,097)
Appropriation of profit of 2011:
Transfer to legal reserves and retained earnings
Dividends distributed
Others
-
-
-
-
-
-
742,928
-
-
-
-
-
-
-
-
-
-
-
63,055,286
(20,000,000)
296,247
63,798,214
(20,000,000)
296,247
(63,798,214)
-
-
-
(20,000,000)
296,247
-
(157,074)
284,629
-
(20,157,074)
580,876
Balance as at 30 June 2012 1,000,000,000 (320,000,000) 140,357,809 287,158 325,996 320,000,000 (400,193,334) 60,777,629 (3,772,560) 737,005,069 74,999,551 812,004,620

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIODS ENDED 30 JUNE 2012 AND 2011

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

(Amounts expressed in euro)

Notes 2nd Quarter 2012 2nd Quarter 2011
Restated
30 June 2012 30 June 2011
Restated
OPERATING ACTIVITIES
Net cash flow from operating activities (1) 171,206,375 113,223,008 (20,225,926) (134,172,411)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 808,985 362,384 1,288,829 17,324,233
Tangible and intangible assets - 236,349 737,762 57,323,844
Interest and similar income 527,036 2,473,338 1,341,514 3,399,739
Loans granted 7,698,189 38,229,000 7,698,189 48,370,637
Dividends 200,697 564,285 200,697 564,285
Others - 1,217,214 - 1,247,168
9,234,907 43,082,570 11,266,991 128,229,906
Cash Payments arising from:
Tangible and intangible assets (16,209,875) (41,485,890) (57,883,797) (104,448,892)
Loans granted (7,470,189) (53,162,136) (8,770,189) (57,423,136)
Others (7) - (142) (12,807)
(23,680,071) (94,877,302) (66,654,128) (162,114,111)
Net cash used in investment activities (2) (14,445,164) (51,794,732) (55,387,137) (33,884,205)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 1,318,824,922 387,032,050 2,290,802,841 1,386,552,050
Capital increases, shareholder's loans and share premiums 580,875 - 580,875 -
Others - - - 1,470,000
1,319,405,797 387,032,050 2,291,383,716 1,388,022,050
Cash Payments arising from:
Loans obtained (1,445,574,001) (458,929,623) (2,339,965,760) (1,294,209,782)
Interest and similar charges (8,034,088) (22,699,930) (25,175,195) (37,256,564)
Dividends (157,074) - (157,074) -
Others (241,338) (911,580) (1,228,548) (1,316,063)
(1,454,006,501) (482,541,133) (2,366,526,577) (1,332,782,409)
Net cash used in financing activities (3) (134,600,704) (95,509,083) (75,142,861) 55,239,641
Net increase/(decrease) in cash and cash equivalents (4) = (1) + (2) + (3) 22,160,507 (34,080,807) (150,755,924) (112,816,975)
Effect of foreign exchange rate 40,610 (4,214) (15,583) 10,860
Cash and cash equivalents at the beginning of the period 14 76,226,989 116,515,857 249,087,227 195,267,099
Cash and cash equivalents at the end of the period 14 98,346,886 82,439,264 98,346,886 82,439,264

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2012

(Amounts expressed in euro)

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

1 INTRODUCTION

SONAE INVESTIMENTOS, SGPS, S.A. ("the Company" or "Sonae Investimentos"), with head office in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Portugal, is the Parent-company of a group of companies, as detailed in Notes 4, 5 and 6 ("Sonae Investimentos Group"), which business activity is described in the Note 27.

These consolidated financial statements were not subject to a limited revision carried out by the company´s statutory external auditor.

2 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the preparation of the consolidated financial statements for the period ended as at 31 December 2011, except for the change mentioned in Note 3.

2.1 Basis of preparation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated financial statements issuance date.

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

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

Until the date of approval of these financial statements there are no standards, interpretations, amendments and revisions that have been approved (endorsed) by the European Union, whose application is mandatory in 1 January 2012 or in future financial years and adopted in the period ended in 30 June 2012.

The following standards, interpretations, amendments and revisions have been at the date of approval of these financial statements, approved (endorsed) by the European Union, whose application is mandatory only in future financial years:

Effective date(for
financial years beginning
on/after)
IAS1 - Amendments (Presentation of items of Other Comprehensive Income) 01-07-2012
IAS 19 - Amendments (Employee Benefits) 01-01-2013

3 CHANGES IN ACCOUNTING POLICIES

During the period the Group changed in consolidation method for jointly controlled subsidiaries from proportion to equity.

IFRS 11 - Joint Arrangements, has been issued by the IASB but not yet approved ("endorsed") by the European Union. From the adoption of this standard is expected a significant impact on the consolidated financial statements, namely because the proportionate consolidation method will be abolished for jointly controlled entities.

During the period ended at June 30th, 2012, in order to anticipate a probable endorsement of this standard and to facilitate the future comparison with the financial statements of the Company, Sonae Investimentos decided, from January 1st 2012 onwards, to start reporting all jointly controlled companies in accordance with the equity method according to the standards in force which is an approximation of IFRS 11..

All other accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended at 31 December 2011.

In accordance with IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, these changes in the Group's accounting policies were applied retrospectively. Therefore changes were made in the Consolidated Statements of Financial Position as at 1st January 2011, 30 June 2011 and 31 December 2011 and the Consolidated Income Statement for the period ended at 30 th June 2011. The effects of these changes can be detailed as follows:

Statement of financial position at January 1, 2011

Before change Change in
consolidation
method from PROP
to EQM
Restated
Total assets 4,147,368,037 (24,289,874) 4,123,078,163
Non-current assets 3,028,962,898 (5,841,130) 3,023,121,768
Investments 88,444,013 15,979,796 104,423,809
Goodwill 518,235,811 (17,788,874) 500,446,937
Other non-current assets 2,422,283,074 (4,032,052) 2,418,251,022
Current assets 1,118,405,139 (18,448,744) 1,099,956,395
Equity 775,615,075 (56,179) 775,558,896
Attributable to shareholders 700,180,295 5,909 700,186,204
Non-controlling interests 75,434,780 (62,088) 75,372,692
Total liabilities 3,371,752,962 (24,233,695) 3,347,519,267
Non-current liabilities 1,765,376,569 (108,393) 1,765,268,176
Loans 1,210,270,255 - 1,210,270,255
Other liabilities 555,106,314 (108,393) 554,997,921
Current liabilities 1,606,376,393 (24,125,302) 1,582,251,091
Loans 108,475,740 (3,187,378) 105,288,362
Suppliers and other liabilities 1,497,900,653 (20,937,924) 1,476,962,729
Total equity and liabilities 4,147,368,037 (24,289,874) 4,123,078,163

Statement of financial position at June 30, 2011

Change in
consolidation
Before change
method from PROP
to EQM
Restated
Total assets 4,009,822,252 (19,565,891) 3,990,256,361
Non-current assets 3,013,142,288 (6,352,642) 3,006,789,646
Investments 85,414,692 15,297,220 100,711,912
Goodwill 518,406,312 (17,788,874) 500,617,438
Other non-current assets 2,409,321,284 (3,860,988) 2,405,460,296
Current assets 996,679,964 (13,213,249) 983,466,715
Equity 787,452,896 (48,849) 787,404,047
Attributable to shareholders 711,004,766 16,986 711,021,752
Non-controlling interests 76,448,130 (65,835) 76,382,295
Total liabilities 3,222,369,356 (19,517,042) 3,202,852,314
Non-current liabilities 1,725,144,145 (66,297) 1,725,077,848
Loans 1,158,258,043 - 1,158,258,043
Other liabilities 566,886,102 (66,297) 566,819,805
Current liabilities 1,497,225,211 (19,450,745) 1,477,774,466
Loans 295,190,128 (1,918,997) 293,271,131
Suppliers and other liabilities 1,202,035,083 (17,531,748) 1,184,503,335
Total equity and liabilities 4,009,822,252 (19,565,891) 3,990,256,361

Statement of financial position at December 31, 2011

Before change Change in
consolidation
method from PROP
to EQM
Restated
Total assets 4,134,744,735 (11,224,365) 4,123,520,370
Non-current assets 3,004,769,431 (7,483,576) 2,997,285,855
Investments 79,797,769 13,497,230 93,294,999
Goodwill 517,042,098 (17,807,611) 499,234,487
Other non-current assets 2,407,929,564 (3,173,195) 2,404,756,369
Current assets 1,129,975,304 (3,740,789) 1,126,234,515
Equity 837,996,206 (34,291) 837,961,915
Attributable to shareholders 762,255,976 5,908 762,261,884
Non-controlling interests 75,740,230 (40,199) 75,700,031
Total liabilities 3,296,748,529 (11,190,074) 3,285,558,455
Non-current liabilities 1,496,286,242 (65,056) 1,496,221,186
Loans 912,748,107 - 912,748,107
Other liabilities 583,538,135 (65,056) 583,473,079
Current liabilities 1,800,462,287 (11,125,018) 1,789,337,269
Loans 380,944,864 (2,579,016) 378,365,848
Suppliers and other liabilities 1,419,517,423 (8,546,002) 1,410,971,421
Total equity and liabilities 4,134,744,735 (11,224,365) 4,123,520,370

Income statement at June 30, 2011

Before change Change in
consolidation
method from PROP
to EQM
Restated
Turnover 2,176,451,674 (13,016,550) 2,163,435,124
EBITDA 136,192,675 173,745 136,366,420
EBITDA margin 6.26% 0.05% 6.30%
Provisions and imparment losses
Depreciation and amortisation
(864,604)
(88,761,011)
84,208
237,172
(780,396)
(88,523,839)
EBIT 46,567,060 495,125 47,062,185
Finantial results (36,929,404) 155,353 (36,774,051)
Share of results of associated
undertakings
(184,358) (682,576) (866,934)
EBT 9,453,298 (32,098) 9,421,200
Taxes 1,733,198 39,430 1,772,628
Profit/(Loss) after taxation 11,186,496 7,332 11,193,828
Atributable to the equity holders 11,686,018 11,078 11,697,096
Atributable to non-controlling
interests
(499,522) (3,746) (503,268)

4 GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 June 2012 and 31 December 2011 are as follows:

Percentage of capital held
30 June 2012 31 December 2011
COMPANY Head Office Direct Total Direct Total
Sonae Investimentos, SGPS, SA Matosinhos MÃE MÃE MÃE MÃE
Arat Inmuebles, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Azulino Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
BB Food Service, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bertimóvel - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Bom Momento - Restauração, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Canasta - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Carnes do Continente - Industria e Distribuição
Carnes, SA
a) Santarém 100.00% 100.00% 100.00% 100.00%
Chão Verde - Sociedade de Gestão Imobiliária,
SA
a) Maia 100.00% 100.00% 100.00% 100.00%
Citorres - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Contibomba - Comércio e Distribuição de
Combustíveis, SA
a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Contimobe - Imobiliária de Castelo de Paiva, SA a) Castelo de Paiva 100.00% 100.00% 100.00% 100.00%
Continente Hipermercados, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Cumulativa - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Discovery Sports, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Edições Book.it, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Estevão Neves - Hipermercados da Madeira, SA a) Madeira 100.00% 100.00% 100.00% 100.00%
Farmácia Selecção, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Fashion Division, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fashion Division Canárias, SL a) Tenerife (Spain) 100.00% 100.00% 100.00% 100.00%
Fozimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fozmassimo - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado
Imosede
a) Maia 54.55% 54.55% 54.55% 54.55%

1 st Half Results 2012

SONAE INVESTIMENTOS, SGPS, SA

Fundo de Investimento Imobiliário Fechado
Imosonae Dois
a) Maia 100.00% 100.00% 100.00% 100.00%
Igimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Iginha - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoconti - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoestrutura - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imomuro - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoresultado - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imosistema - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Infofield - Informática, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Marcas MC, zRT a) Budapest (Hungary) 100.00% 100.00% 100.00% 100.00%
MJLF - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modalfa - Comércio e Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modalloop – Vestuário e Calçado, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Modelo - Distribuição de Materiais de
Construção, SA
b) Maia 50.00% 50.00% 50.00% 50.00%
Modelo Continente Hipermercados, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Modelo Continente International Trade, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo.com - Vendas p/Correspond., SA a) Maia 100.00% 100.00% 100.00% 100.00%
Peixes do Continente - Indústria e Distribuição
de Peixes, SA
a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Pharmacontinente - Saúde e Higiene, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Pharmaconcept – Actividades em Saúde, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Predicomercial - Promoção Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Selifa - Empreendimentos Imobiliários de Fafe,
SA
a) Maia 100.00% 100.00% 100.00% 100.00%
Sempre à Mão - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sesagest - Proj.Gestão Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Socijofra - Sociedade Imobiliária, SA a) Gondomar 100.00% 100.00% 100.00% 100.00%
Sociloures - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Soflorin, BV a) Amesterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae Capital Brasil, Lda a) São Paulo (Brazil) 100.00% 100.00% 100.00% 100.00%
Sonae MC – Modelo Continente, SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonaecenter Serviços II, SA a) Maia 100.00% 100.00% 100.00% 100.00%

1 st Half Results 2012

SONAE INVESTIMENTOS, SGPS, SA

Sonaegest- Sociedade Gestora de Fundos de
Investimento, SA
a) Maia 60.00% 60.00% 60.00% 60.00%
Sonaerp – Retail Properties, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sonae Specialized Retail, SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae Retalho España - Servicios Generales, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
SIAL Participações, Ltda a) São Paulo (Brazil) 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonvecap, BV a) Amesterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Sport Zone - Comércio de Artigos de Desporto,
SA
a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sport Zone Canarias , SL a) Tenerife (Spain) 51.00% 51.00% 51.00% 51.00%
Sport Zone España - Comércio de Articulos de
Deporte, SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sport Zone Sport Malz.Per.Satis Ith.Ve Tic Ltd
Sti
a) Istanbul (Turkey) 100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de Canaveses 92.76% 92.76% 92.76% 92.76%
Tlantic Portugal - Sistemas de Informação, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Tlantic Sistemas de Informação, Ltda a) Porto Alegre (Brazil) 100.00% 100.00% 100.00% 100.00%
Todos os Dias - Com. Ret. Expl. C. Comer., SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Valor N, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Worten – Equipamento para o Lar, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Zippy – Comércio e Distribuição, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Zippy - Comércio Y Distribución, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Zippy Cocuk Malz.Dag.Ith.Ve Tic Ltd.Sti a) Istanbul (Turkey) 100.00% 100.00% 100.00% 100.00%
ZYEvolution- Investig.e Desenvolvimento, SA
a) Control held by majority of voting rights;
a) Matosinhos 100.00% 100.00% 100.00% 100.00%

b) Control held by management control.

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

5 INVESTMENTS IN JOINTLY CONTROLLED COMPANIES AND ASSOCIATED COMPANIES

Jointly controlled companies and associated companies, their head offices, the percentage of share capital held and their book value as at 30 June 2012 and 31 December 2011 are as follows:

Percentage of capital held
30 June 2012 31 December 2011 Book value
Company Head Office Direct Total Direct Total 30 June 2012 31 December 2011
Restated
MDS SGPS, SA (consolidated accounts) Maia 46.92% 46.92% 46.92% 46.92% 41,118,485 43,099,957
Mundo VIP Lisbon 33.34% 33.34% 33.34% 33.34% 1,101,337 1,101,337
1) Raso SGPS, SA (consolidated accounts) Lisbon 50.00% 50.00% 50.00% 50.00% 12,391,550 13,497,231
Sempre a Postos - Produtos Alimentares e
Utilidades, Lda
Lisbon 25.00% 25.00% 25.00% 25.00% 946,420 982,502
Total 55,557,792 58,681,026

1) Jointly controlled companies included by the proportional method in 2011 (Note 3).

Jointly controlled companies and associated companies were consolidated using the equity method.

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

30 June 2012 31 December 2011
Restated
Assets
Liabilities
216,562,850
158,943,445
232,499,219
165,982,117
30 June 2012 30 June 2011
Restated
Income 79,904,295 95,930,327
Expenses 86,058,980 98,166,156

During the periods ended at 30 June 2012 and 2011, movements in investments, are made up as follows:

30 June 2012 30 June 2011
Restated
Investments
Opening Balance as at 1 January - restated 58,681,026 69,867,554
Change of consolidation method - (466,552)
Equity method
Effect in net income (2,661,595) (866,934)
Dividends - (513,371)
Effect in equity (461,639) (1,817,553)
55,557,792 66,203,144

6 OTHER NON-CURRENT INVESTMENTS

Other non-current investments, their head offices, proportion of capital held and their book value as at 30 June 2012 and 31 December 2011 are as follows:

Percentage of capital held
30 June 2012 31 December 2011 Book value
Company Head Office Direct Total Direct Total 30 June 2012 31 December 2011
Restated
Dispar - Distrib. de Participações, SGPS, SA Lisbon 14.28% 14.28% 14.28% 14.28% 9,976 9,976
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 748,197 748,197
Other investments 33,838,740 33,855,800
34,596,913 34,613,973

During the periods ended as at 30 June 2012 and 2011, movements in other non-current investments, are made up as follows:

30 June 2012 30 June 2011
Restated
Investments in other companies
Opening balance as at 1 January - restated 34,613,973 34,496,255
Increase/(Decrease) (17,060) -
Transfers - 12,513
Closing balance as at 30 June 34,596,913 34,508,768
Accumulated impairment losses - -
34,596,913 34,508,768
Financial investments advances
Opening balance as at 1 January - restated - 60,000
Decreases - (60,000)
- -
Balance at 30 June 34,596,913 34,508,768

Under the caption other non-current investments there is an amount of 33,720,796 euro (33,737,856 euro as at 31 December 2011), related to deposited amounts on an Escrow Account which are invested in investment funds with superior rating and guarantee contractual liabilities assumed by Sonae Investimentos which may arise from the sale of Sonae Distribuição Brasil,S.A. and for which provisions were recorded (Note 22 ).

Although in accordance with the deadlines contractually established, the Escrow Account should have already been released by the buyer. That didn't happen as there are some points of disagreement on the use of the Escrow Account, namely as to whether or not, to retain the Escrow Account for ongoing fiscal procedures that have not yet been decided. It is the understanding of the Board of Directors, based on legal opinions of Brazilian and Portuguese lawyers, that the company is acting in accordance with the agreement and that this amount shall be entirely received, and that there are legal means that may be operated so as to compel the buyer to authorize the reimbursement of the Escrow Account. There are negotiations currently under way between the two parties in order to release the above mentioned amount.

7 TANGIBLE ASSETS

During the six months period ended at 30 June 2012 and 2011, movements in Tangible assets as well as depreciation and accumulated impairment losses, are made up as follows:

Tangible assets
Tangible Total
Land and Plant and assets Tangible
Buildings Machinery Others in progress Assets
Gross assets:
Opening balance as at 1 January 2012 - restated 1,651,284,310 1,156,118,956 167,412,568 28,062,619 3,002,878,453
Acquisitions 1,706,314 1,660,913 226,830 27,800,783 31,394,840
Disposals (35,155) (8,099,498) (2,919,549) (525,243) (11,579,445)
Exchange rate effect - (82,103) (16,352) - (98,455)
Transfers 966,514 21,881,354 3,657,260 (27,415,962) (910,834)
Closing balance as at 30 June 2012 1,653,921,983 1,171,479,622 168,360,757 27,922,197 3,021,684,559
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2012 - restated 256,086,860 527,857,301 124,835,975 - 908,780,136
Depreciation of the period 13,553,255 55,895,495 8,383,958 - 77,832,708
Disposals (24,833) (7,177,471) (2,829,958) - (10,032,262)
Exchange rate effect - (48,534) (21,552) - (70,086)
Transfers - (187,175) (138,614) - (325,789)
Closing balance as at 30 June 2012 269,615,282 576,339,616 130,229,809 - 976,184,707
Carrying amount as at 30 June 2012 1,384,306,701 595,140,006 38,130,948 27,922,197 2,045,499,852
Tangible assets
Tangible Total
Land and Plant and assets Tangible
Buildings Machinery Others in progress Assets
Gross assets:
Opening balance as at 1 January 2011 - restated 1,674,566,854 1,056,683,747 161,640,441 42,312,641 2,935,203,683
Acquisitions 289,109 1,388,971 391,161 72,404,241 74,473,482
Acquisitions of subsidiaries - - 43,720 - 43,720
Disposals (31,281,057) (7,976,502) (3,332,961) (718,583) (43,309,103)
Exchange rate effect - (22,642) (20,236) - (42,878)
Transfers 399,563 55,283,972 8,379,212 (67,299,270) (3,236,523)
Closing balance as at 30 June 2011 - restated 1,643,974,469 1,105,357,546 167,101,337 46,699,029 2,963,132,381
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2011 - restated 233,006,545 455,016,104 116,985,948 - 805,008,597
Depreciation of the period 15,256,042 53,166,883 9,119,168 - 77,542,093
Acquisitions of subsidiaries - - 41,837 - 41,837
Disposals (5,203,529) (7,088,263) (3,153,999) - (15,445,791)
Exchange rate effect - (12,532) (7,759) - (20,291)
Transfers (2,832) (2,729,215) (220,753) - (2,952,800)
Closing balance as at 30 June 2011 - restated 243,056,226 498,352,977 122,764,442 - 864,173,645
Carrying amount as at 30 June 2011 - restated 1,400,918,243 607,004,569 44,336,895 46,699,029 2,098,958,736

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

30 June 2012 30 June 2011
Restated
Refurbishment and expansion of stores in the retail businesses located
in Portugal
17,438,300 27,136,221
Refurbishment and expansion of stores in the retail businesses located
in Spain
1,652,980 7,414,076
Projects of stores for which advance payments were made 8,734,617 10,389,232
Others 96,300 1,759,500
27,922,197 46,699,029

8 INTANGIBLE ASSETS

During the six months period ended at 30 June2012 and 2011, movements in Intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:

Intangible assets
Patents Intangible Total
and other assets Intangible
similar rights Others in progress Assets
Gross assets
Opening balance as at 1 January 2012 - restated 101,358,773 172,809,327 15,500,704 289,668,804
Acquisitions 147,997 10,231 7,644,786 7,803,014
Disposals (206,031) (1,132,022) (178,316) (1,516,369)
Exchange rate effect 17,247 (7,236) - 10,011
Transfers 518,658 7,227,582 (7,708,142) 38,098
Closing balance as at 30 June 2012 101,836,644 178,907,882 15,259,032 296,003,558
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2012 - restated 19,148,056 114,163,082 - 133,311,138
Depreciation of the period 1,717,319 9,548,880 - 11,266,199
Impairment losses (Note 22) - - 463,419 463,419
Disposals (200,795) (1,113,275) - (1,314,070)
Exchange rate effect 1,988 (11,541) - (9,553)
Transfers 33,615 (44,095) - (10,480)
Closing balance as at 30 June 2012 20,700,183 122,543,051 463,419 143,706,653
Carrying amount as at 30 June 2012 81,136,461 56,364,831 14,795,613 152,296,905
Intangible assets
Patents Intangible Total
and other assets Intangible
similar rights Others in progress Assets
Gross assets
Opening balance as at 1 January 2011 - restated 100,831,268 156,393,207 14,382,676 271,607,151
Acquisitions 254,106 181,512 6,440,476 6,876,094
Disposals (3,885) (917) (154,608) (159,410)
Exchange rate effect - (8,078) - (8,078)
Transfers (52,232) 5,601,781 (5,910,447) (360,898)
Closing balance as at 30 June 2011 - restated 101,029,257 162,167,505 14,758,097 277,954,859
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2011 - restated 14,136,103 104,487,127 - 118,623,230
Depreciation of the period 1,877,135 9,104,611 - 10,981,746
Disposals (3,157) (888) - (4,045)
Exchange rate effect - (3,309) - (3,309)
Transfers (188,104) 146,565 - (41,539)
Closing balance as at 30 June 2011 - restated 15,821,977 113,734,106 - 129,556,083
Carrying amount as at 30 June 2011 - restated 85,207,280 48,433,399 14,758,097 148,398,776

The value of "Intangible assets in progress" relates mainly to IT projects and software development.

Additionally, this heading also includes the fair value attributed to a group of brands with indefinite useful lives, among which the "Continente" brand, 75,000,000 euro (the same amount as at 2011).

9 GOODWILL

During the period ended at 30 June 2012 and 31 December 2011, movements in "Goodwill", as well as in corresponding impairment losses, were made up as follows:

30 June 2012 31 December 2011
Restated
Gross value:
Opening balance - restated 501,821,163 501,821,163
Increases - -
Closing balance 501,821,163 501,821,163
Accumulated impairment
losses:
Opening balance - restated 2,586,676 1,374,227
Increases - 1,212,449
Closing balance 2,586,676 2,586,676
Carrying amount 499,234,487 499,234,487

10 OTHER INVESTMENTS

As at 30 June 2012 and 2011 movements in this caption can be detailed as follows:

30 June 2012 30 June 2011
Restated
Other investments:
Opening balance as at 1 January - restated 3,059,200 15,185,750
Decreases in the period (1,289,316) (11,147,593)
Closing balance as at 30 June 1,769,884 4,038,157
Accumulated impairment losses - -
1,769,884 4,038,157
Derivative financial instruments
Fair value as at 1 January - restated 2,797,069 457,159
Increase/(Decrease) in fair value (1,290,162) (133,624)
Fair value as at 30 June (Note 18) 1,506,907 323,535
Total of Other Investments 3,276,791 4,361,692

11 OTHER NON-CURRENT ASSETS

As at 30 June 2012 and 31 December 2011, "Other non-current assets" are detailed as follows:

30 June 2012 31 December 2011
Restated
Loans granted to related parties 18,459,119 17,935,689
Trade accounts receivable and other debtors
Bails 5,911,590 5,962,373
Legal deposits 1,021,098 851,831
Recognition of the value to be received Carrefour 9,926,694 10,595,846
Amount receivable for selling the Modelo Cont.Seguros 2,304,421 2,264,719
37,622,922 37,610,458
Accumulated impairment losses in other debtors (Note 22) (1,450,000) (1,450,000)
36,172,922 36,160,458
Other non-current assets 272,078 372,912
36,445,000 36,533,370

As a result of agreements signed in 2005 by former subsidiary - Sonae Distribuição Brazil, SA (sold to Wal-Mart in 2005) with Carrefour Comércio e Indústria Ltda, Sonae assumed the responsibility to compensate Carrefour for the expenses that would arise from the 10 stores licensing process in the Brazilian state of São Paulo that were sold to that entity. During 2010, Carrefour triggered a bank warranty "on first demand" amounting to 25,340,145.80 Brazilian real (approximately 10 million euro) for alleged expenses incurred with the mentioned stores and that allegedly, arose from the need to remedy deficiencies cited by competent authorities for the licensing process. However no evidence of those expenses was presented to Sonae, or proof of necessity of carrying out such costs for the licensing process as established on the mentioned agreement.

It is the understanding of the Board of Directors and the Group attorneys that the amount paid will be recovered. The company will start the legal proceedings against Carrefour Comércio e Indústria, Ltda. to recover the above mentioned amount. It's the Board of Directors and the Group attorneys understanding that the amount is recoverable, since Carrefour has never proved the existence of the costs that it claims and which validate the usage of the above mentioned warranty, or through the warranty expiration date (according with Brazilian law).

According to Group attorneys, the amount improperly received by Carrefour for which a reimbursement will be requested (25,340,145.80 Brazilian real), will earn interests at the SELIC rate, and it is the Board of Directors understanding that the legal proceedings will last up to 7 years.

12 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2012 and 31 December 2011, "Trade accounts receivable and other current assets" are made up as follows:

30 June 2012 31 December 2011
Restated
Trade accounts receivable 33,819,154 38,401,033
Taxes recoverable 58,130,077 82,059,326
Granted loans to related companies 5,516,555 4,873,563
Other debtors
Trade suppliers - debtor balances 36,404,160 41,132,234
Advances to supliers 3,174,570 2,028,908
Credit sales sold to third parties 562,061 821,441
Special regime for settlement of tax and social security debts 12,047,568 12,047,568
VAT recoverable on real estate assets and discounts 1,126,055 444,020
Accounts receivable from the disposal of tangible fixed assets 815,916 884,326
Other debtors 10,136,067 12,124,340
64,266,397 69,482,837
Other current assets
Commercial discounts 56,673,403 29,495,919
Interests to be received 1,628,344 1,231,765
Commissions to be received 1,899,608 1,784,827
Rents 6,332,576 6,728,908
Condominiums management fee's 1,808,877 1,823,876
Insurance premiums paid in advance 4,979,998 3,610,428
Claims 103,175 103,175
Software licenses 563,139 1,621,862
Other current assets 5,422,610 5,907,345
79,411,730 52,308,105
Accumulated impairment losses (Note 22) (20,228,204) (24,335,766)
220,915,709 222,789,098

13 DEFERRED TAX

Deferred tax assets and liabilities as at 30 June 2012 and 31 December 2011 are as follows, taking into consideration its temporary differences:

Deferred tax assets Deferred tax liabilities
31 December 2011
30 June 2012
Restated
30 June 2012 31 December 2011
Restated
Difference between fair value and acquisition cost 3,408,306 3,408,306 29,807,740 30,041,386
Harmonisation adjustments 82,506 82,760 66,564,492 63,532,275
Provisions and impairment losses not accepted for tax purposes 18,984,214 18,390,916 - -
Write-off of tangible and intangible assets 4,112,689 4,917,983 - -
Valuation of hedging derivatives 111,711 9,426 236,636 582,921
Amortisation of Goodwill for tax purposes - - 23,034,053 22,336,051
Revaluation of tangible assets - - 1,767,393 1,835,383
Tax losses carried forward 102,153,977 89,372,529 - -
Reinvested capital gains/(losses) - - 1,131,976 1,197,663
Others 1,467,944 1,585,096 2,397,298 385,633
130,321,347 117,767,016 124,939,588 119,911,312

As at 30 June 2012 and 31 December 2011, and in accordance with tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 June 2012 31 December 2011 Restated
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses carried
forward
Deferred tax
assets
Time limit
With limited time use
Generated in 2007 1,223,112 305,778 2013 1,223,112 305,778 2013
Generated in 2008 1,227,861 306,965 2014 1,227,861 306,965 2014
Generated in 2009 1,605,688 401,422 2015 1,607,078 401,769 2015
Generated in 2010 99,670 24,918 2014 99,670 24,918 2014
Generated in 2011 351,258 87,815 2015 351,258 87,814 2015
Generated in 2012 27,084,283 6,771,071 2016 - -
31,591,872 7,897,969 4,508,979 1,127,244
Without limited time use - - - -
With a time limit different from the
above mentioned
314,186,697 94,256,008 294,183,253 88,245,285
345,778,569 102,153,977 298,692,232 89,372,529

As at 30 June 2012 and 31 December 2011, deferred tax assets resulting from tax losses were assessed and only recognized to the extent it was probable that sufficient taxable profits will be available in the future against which the deferred tax assets can be used, or when taxable temporary differences are recognized by the same entity and expected to reverse in the same period. This assessment was based on business plans of Sonae Investimentos companies, which are periodically reviewed and updated, and on identified and available tax planning opportunities.

As at 30 June 2012 tax losses carried forward, have not originated deferred tax assets for prudential reasons. These may be summarized as follows:

30 June 2012 31 December 2011 Restated
Tax losses carried
forward
Deferred tax credit Time limit Tax losses carried
forward
Deferred tax
credit
Time limit
With limited time use
Generated in 2006 278,712 69,679 2012 292,997 73,250 2012
Generated in 2007 375,767 93,943 2013 375,767 93,943 2013
Generated in 2008 3,549,398 887,350 2014 3,549,398 887,350 2014
Generated in 2009 5,302,815 1,325,703 2015 5,302,815 1,325,703 2015
Generated in 2010 5,386,907 1,346,727 2014 5,386,907 1,346,727 2014
Generated in 2011 4,292,465 1,073,116 2015 4,022,212 1,005,553 2015
Generated in 2012 2,672,227 668,057 2016 - -
21,858,291 5,464,575 18,930,096 4,732,526
Without limited time use 11,821,925 4,019,454 11,305,988 3,844,036
With a time limit different from the
above mentioned
9,148,120 2,744,436 190,967 38,193
42,828,336 12,228,465 30,427,051 8,614,755

14 CASH AND CASH EQUIVALENTS

As at 30 June 2012 and 31 December 2011 "Cash and cash equivalents" can be detailed as follows:

30 June 2012 31 December 2011
Restated
Cash at hand 6,708,694 6,908,592
Bank deposits 103,023,864 246,560,909
Treasury applications 10,961 11,700
Cash and cash equivalents on the balance sheet 109,743,519 253,481,201
Bank overdrafts (Note 17) (11,396,633) (4,393,974)
Cash and cash equivalents on the statement of cash flows 98,346,886 249,087,227

Bank overdrafts, are recorded in the balance sheet under the caption Current bank loans.

15 SHARE CAPITAL

As at 30 June 2012, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares which do not hold right to any fixed income, with a nominal value of 1 Euro each.

As at 30 June 2012, the subscribed share capital was held as follows:

Entity %
Sonae, SGPS, S.A. 76.858%
Sonae Investments, BV 13.142%
Sonae Specialized Retail, SGPS, S.A. 10.000%

As at 30 June 2012, Efanor Investimentos S.G.P.S., S.A. and its subsidiaries held 52.48% of the share capital of Sonae, SGPS, S.A.

16 NON-CONTROLLING INTERESTS

Movements in non-controlling interests during the periods ended as at 30 June 2012 and 31 December 2011 are as follows:

30 June 2012 31 December 2011
Restated
Opening balance as at 1 January 75,700,031 75,372,692
Dividends (157,074) -
Acquisition/Creation of subsidiaries - 466,285
Capital increase with decrease of percentage - 1,276,562
Disposal of subsidiaries - 175,515
Others 265,004 50,896
Profit for the period attributable to non-controlling interests (808,410) (1,641,919)
Closing balance 74,999,551 75,700,031

17 LOANS

As at 30 June 2012 and 31 December 2011, "Loans" are made up as follows:

30 June 2012
Outstanding amount
31 December 2011 Restated
Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae Investimentos, SGPS, S.A. - commercial paper - 272,000,000 - 282,000,000
Subsidiary of Sonae Investimentos - 75,000,000 - 75,000,000
Others 3,593,253 8,333,719 3,593,311 10,000,385
3,593,253 355,333,719 3,593,311 367,000,385
Bank overdrafts (Note 14) 11,396,633 - 4,393,974 -
Up-front fees beard with the issuance of loans (7,667) (687,525) (7,667) (806,486)
Bank loans 14,982,219 354,646,194 7,979,618 366,193,899
Bonds
Bonds Modelo Continente / 2005 / 2012 150,000,000 - 150,000,000 -
Bonds Modelo Continente / 2007 / 2012 - - 200,000,000 -
Bonds Sonae Distribuição / 2007 / 2015 - 200,000,000 - 200,000,000
Bonds Sonae Distribuição / 2007 / 2015 - 310,000,000 - 310,000,000
Bonds Sonae Distribuição / 2009 / 2014 16,000,000 18,000,000 16,000,000 26,000,000
Bonds Sonae Investimentos 2012 / 2017 - 170,000,000 - -
Up-front fees beard with the issuance of loans (69,179) (2,738,822) (143,080) (1,677,405)
Bonds 165,930,821 695,261,178 365,856,920 534,322,595
Other loans 15,350 126,395 33,466 126,395
Derivative instruments (Note 18) 224,988 - 42,744 -
Other loans 240,338 126,395 76,210 126,395
Obligations under finance leases 3,912,656 10,526,544 4,453,100 12,105,218
185,066,034 1,060,560,311 378,365,848 912,748,107

At 30 June 2012, Sonae Investimentos has agreed lines of credit and commercial paper amounting to 828 million euro, of which 218 million with firm commitments with maturity not exceeding one year and 510 million euro with firm commitments with maturity over 1 year.

Under the above mentioned lines of credit and commercial paper programs with firm commitments, the Group has 444 million credit facilities available to meet its liquidity requirements.

The interest rate at 30 June 2012 of bonds and loans was approximately 2.86% (2.51% on 31 December 2011). It is estimated that the fair value of these loans does not differ significantly from its market value.

The derivative instruments are recorded at fair value (Note 18).

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

30 June 2012 31 December 2011
Restated
N+1 184,917,892 378,473,851
N+2 249,087,261 186,845,604
N+3 26,108,857 238,114,232
N+4 427,985,387 379,551,343
N+5 359,982,726 107,985,347
After N+5 822,427 2,735,472
1,248,904,550 1,293,705,849

The maturities above were estimated in accordance with the contractual terms of loans and contracts.

18 DERIVATIVES

Exchange rate derivatives

In what concerns financial risk management policy, Sonae Investimentos uses exchange rate derivatives, essentially to hedge future cash flows.

As at 30 June 2012, the fair value of the exchange rate derivatives, calculated taking into consideration the present market value of equivalent financial instruments, is estimated as follows:

30 June 2012 31 December 2011
Restated
Assets (Note 10) 1,506,907 2,797,070
Liabilities (Note 17) (224,988) (42,744)
1,281,919 2,754,326

Gains or losses for the period arising from changes in the fair value of derivatives amounting to (293,347) euro ((76,618) euro at 30 June 2011) were recorded under "Hedging reserve" of Comprehensive income, when considered cash flow hedge or in the income statement caption "Other expense" when considered fair value hedge.

Interest rate derivatives

As at 30 June 2012, the Group had no financial instrument derivative on the interest rate.

Fair value of derivatives

The fair value of the derivatives is detailed as follows:

Assets Liabilities
30 June 2012 31 December 2011
Restated
30 June 2012 31 December 2011
Restated
Hedging derivatives
Exchange rate 1,506,907 2,797,070 224,988 42,744
Interest rate - - - -
1,506,907 2,797,070 224,988 42,744

19 OTHER NON-CURRENT LIABILITIES

As at 30 June 2012 and 31 December 2011, the caption "Other non-current liabilities" was made up as follows:

30 June 2012 31 December 2011
Restated
Shareholders loans 420,052,274 419,530,355
Fixed assets suppliers 1,162,500 1,187,500
Other non-current liabilities 2,814,527 2,870,898
Share based payments (Note 20) 962,840 1,378,150
Accruals and deferrals 3,978,522 3,269,602
Other non-current liabilities 428,970,663 428,236,505

This caption "Shareholder loans" includes a subordinate bond loan repayable after 10 years issued by Sonae Investimentos fully subscribed. This loan was fully subscribed and paid for by Sonae SGPS, SA on 28 December 2010, amounting to 400 million euro corresponding to 8,000 bonds with a nominal value of 50,000 euro each. The fair value of this loan as at 30 June 2012 is 40,415 euro (40,000 euro as at 31 December 2011) for each bond, having been determined based on the discounted cash flow method.

The above caption includes also the amount payable to participating companies refers to a shareholders' loan granted by a minority shareholder to a subsidiary that bears interest at usual market rate. The fair value of this loan is similar to its book value, with no defined maturity.

As at 30 June 2012, the caption "Other non-current liabilities" includes 836,246 euro (892,617 euro as at 31 December 2011) mainly refers to the estimated amounts to fulfil the legal and tax obligations of a Brazilian subsidiary which were considered appropriate to face up to future losses on lawsuits and for which legal deposits exist, which are recorded under the caption "Other non-current assets" (Note 11), with no defined maturity.

20 SHARE BASED PAYMENT PLANS

In 2012 and in previous years, Sonae Investimentos Group granted deferred performance bonuses to its directors and eligible employees. These are based on shares to be acquired at nil cost, three years after they were attributed to the employee. The purchase can be exercised during the period between the third anniversary of the grant date and the end of that year. The company has the choice to settle its responsibilities in cash instead of shares. The option can only be exercised if the employee still works for Sonae Group on the vesting date.

Liabilities arising from deferred performance bonuses as at 30 June 2012 and 31 December 2011 are made up as follows:

Grant Vesting Number of Fair value
year year participants 30 June 2012 31 December 2011
Restated
Shares
2009 2012 49 - 2,212,536
2010 2013 51 1,385,355 1,449,929
2011 2014 52 1,249,304 1,320,484
2012 2015 52 2,029,129 -
Total 4,663,788 4,982,949

As at 30 June 2012 and 31 December 2011 the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:

30 June 2012 31 December 2011
Restated
Staff costs 541,118 336,832
Recorded in previous years 1,288,583 2,994,884
1,829,701 3,331,716
Other non-current liabilities (Note 19) 962,840 1,378,150
Other current liabilities (Note 21) 866,861 1,953,566
1,829,701 3,331,716

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

21 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 June 2012 and 31 December 2011 the caption "Trade creditors and other current liabilities" can be detailed as follows:

30 June 2012 31 December 2011
Restated
Trade creditors 919,831,930 1,114,978,891
Taxes payable 36,414,892 44,281,667
Other creditors
Tangible asset suppliers 21,357,940 43,161,637
Related undertakings 20,460,985 472,201
Other debts 40,468,091 40,476,516
82,287,016 84,110,354
Other current liabilities
Staff costs 91,259,053 87,606,182
Interest payable 24,886,265 8,819,359
Marketing expenses 11,322,633 9,544,702
Other external supplies and services 31,305,824 41,105,839
Deferral of sales of extended warranties 6,768,233 -
Accrued income - rents 1,537,122 3,725,249
Real Estate Municipality tax 3,985,412 4,264,930
Share based payments (Note 20) 866,861 1,953,566
Others 8,143,477 8,331,352
180,074,881 165,351,179
1,218,608,719 1,408,722,091

The caption "Other debts" includes:

  • 22,186,712 euro (19,209,200 euro as at 31 December 2011), of attributed discounts not yet used referring to "Client card";

  • 6,568,146 euro (9,201,784 euro as at 31 December 2011) related to means of payments owned by clients as vouchers, gift cards and discount tickets; and

  • 5,311,746 euro (5,669,808 euro as at 31 December 2011) related to payable amounts to Sonae Distribuição Brasil, SA buyer as a result of responsibilities assumed with that entity.

22 PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in "Provisions and impairment losses", for the six months period ended as at 30 June 2012 and 2011, were as follows:

Caption Balance as at
Increase
1 January 2012
restated
Decrease Balance as at
30 June 2012
Accumulated impairment losses on intangible assets 1,496,933 463,419 - 1,960,352
Accumulated impairment losses on other non current
assets (Note 11)
1,450,000 - - 1,450,000
Accumulated impairment losses on trade accounts
receivable ans other debtors (Note 12)
24,335,766 3,514,918 (7,622,480) 20,228,204
Accumulated impairment losses on inventories 33,972,326 7,273,726 (3,354,552) 37,891,500
Non current provisions 35,325,262 27,039 (2,132,113) 33,220,188
Current provisions 2,249,330 - (21,000) 2,228,330
98,829,617 11,279,102 (13,130,145) 96,978,574
Caption Balance as at
1 January 2011
restated
Increase Decrease Balance as at
30 June 2011
restated
Accumulated impairment losses on trade accounts
receivable and other debtors
22,703,376 1,690,422 (846,421) 23,547,377
Accumulated impairment losses on inventories 20,666,324 9,491,237 (2,058,638) 28,098,923
Non current provisions 21,495,563 3,571,556 496,306 25,563,425
Current provisions 1,589,337 700,000 (40,007) 2,249,330
66,454,600 15,453,215 (2,448,760) 79,459,055

The caption "Non-current provisions" includes 9,879,616 euro (10,545,595 euro as at 31 December 2011) relating to contingencies assumed by the company, on the sale of the subsidiary Sonae Distribuição Brasil, S.A. in 2005. This provision is being used as costs are being incurred.

The caption non-current provisions and the movement in the period of this caption, also includes the estimated liabilities incurred by the Group on the sale of warranty extension programmes on products traded by Sonae SR business segment until 31 December 2011 in the amount of 20,350,759 euro (21,089,454 euro as at 31 December 2011) . These extensions are granted for a period of one to three years after the legally binding warranty.

23 CONTINGENT ASSETS AND LIABILITIES

As at 30 June 2012 and 31 December 2011, the major Contingent liabilities were guarantees given, which can be detailed as follows:

30 June 2012 31 December 2011
Restated
Guarantees given:
on tax claims 298,743,147 299,625,260
on municipal claims 5,854,837 6,423,622
others 26,015,227 26,480,085
Secureties provided to subsidiaries (a) 172,973,984 127,221,883

a) Guarantees given to Tax Authorities in favor of subsidiaries to defer tax claims.

Tax claims includes 255.0 million euro (256.9 million euro as at 31 December 2011) related to appeals against additional corporate income tax assessments, as well as guarantees amounting to 163.8 million euro related to a VAT proceeding (164 million euro as at 31 December 2011).

Subsidiaries of Sonae MC and Sonae SR, granted guarantees in favour of the Portuguese Tax Administration, associated with tax claims for VAT, amounting to 148.6 million euro (148.6 million euro as at 31 December 2011), for which the Company has presented, or has the intention of presenting an impugnation. Portuguese tax authorities claim that the Company should have invoiced VAT related to promotional discounts invoiced to suppliers as these discounts depend on the acquisitions made by the Group during the year, and claim that the company should not have deducted VAT from discount vouchers used by its clients.

A Retail segment company in Brazil granted a guarantee of approximately 27 million euro (65,570,840 Brazilian real, as at 30 June 2012), on a tax claim, which is being judged by tax court.

As a consequence of the sale of a subsidiary company in Brazil, Sonae guaranteed the buyer all the losses incurred by that company arising on unfavourable decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. As at 30 June 2012, the amount claimed by the Brazilian Tax Authorities concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss plus the amounts already paid (26 million euro) related to programmes for the Brazilian State of tax recovery amount to near 39.3 million euro.

Furthermore, there are other tax lawsuits totalling 57.3 million euro for which the Board of Directors, based on the lawyers' assessment, understands will not imply future losses to the old subsidiary.

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

24 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June 2012 30 June 2011
Restated
30 June 2012 30 June 2011
Restated
Parent company 549,506 545,656 803,625 88,483
Associated companies 16,899,932 17,164,472 3,365,599 3,192,755
Affiliated companies 24,830,513 28,181,907 16,021 6,515
Other related parties (1) 3,036,956 3,165,620 31,633,097 30,983,971
45,316,907 49,057,655 35,818,342 34,271,724
Interest income Interest expenses
Transactions 30 June 2012 30 June 2011
Restated
30 June 2012 30 June 2011
Restated
Parent company - 76,522 16,251,445 16,465,202
Associated companies 736,936 566,804 - -
Affiliated companies - - - -
Other related parties (1) - 6,825 460,985 404,099
736,936 650,151 16,712,430 16,869,301
Accounts receivable Accounts payable
Balances 30 June 2012 31 December 2011
Restated
30 June 2012 31 December 2011
Restated
Parent company 844,986 648,713 39,110,988 2,062,607
Associated companies 7,669,982 6,935,000 886,855 854,164
Affiliated companies 10,404,845 13,483,319 39,888 77,521
Other related parties (1) 4,996,402 9,359,312 13,080,933 18,473,012
23,916,215 30,426,344 53,118,664 21,467,304
Loans
Obtained Granted
Balances 30 June 2012 31 December 2011
Restated
30 June 2012 31 December 2011
Restated
Parent company (Note 19) 400,000,000 400,000,000 - -
Associated companies - - 23,967,698 18,459,118
Other related parties (1) 19,238,541 18,777,556 - -
419,238,541 418,777,556 23,967,698 18,459,118

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

The recorded amounts as Obtained Loans from participating companies refer to loans granted to subsidiaries by its shareholders, which bear interests at market rates.

25 INCOME TAX

Income tax for the six months period ended on 30 June 2012 and 2011 is detailed as follows:

30 June 2012 30 June 2011
Restated
Current tax 9,177,484 13,127,199
Deferred tax (7,041,806) (14,860,397)
2,135,678 (1,733,198)

26 EARNINGS PER SHARE

Earnings per share for the six months period ended on 30 June 2012 and 2011 were calculated taking into consideration the following amounts:

Net profit 30 June 2012 30 June 2011
Restated
Net profit taken into consideration to calculate basic earnings per
share (consolidated profit for the period)
(3,772,560) 11,697,096
Net profit taken into consideration to calculate diluted earnings per
share
(3,772,560) 11,697,096
Number of shares
Weighted average number of shares used to calculated basic
earnings per share
900,000,000 900,000,000
Weighted average number of shares used to calculated diluted
earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) (0.004192) 0.012997

On 30 June 2012 and 2011 there is no dilutive effect on the number of shares outstanding.

27 SEGMENT INFORMATION

The contribution of the main segments for the six months period ended on 30 June 2012 and 2011 can be detailed as follows:

Sonae MC Sonae SR Sonae RP Others Total
30 June 2012
Turnover 1,535,289,977 544,299,202 59,509,799 (26,508,542) 2,112,590,436
Ex-Fuel 1,535,289,977 544,299,202 59,509,799 (26,508,542) 2,112,590,436
Fuel - - - - -
Amortisation, provisions
and impairment losses
43,774,377 32,354,903 15,162,678 1,813,709 93,105,667
EBIT 54,086,450 (60,976,423) 39,059,836 6,387,202 38,557,065
Invested capital 449,169,264 419,706,691 1,351,835,091 125,174,791 2,345,885,837
Sales area [000 m2
]
550 414 - 60 1,024
Sonae MC Sonae SR Sonae RP Others Total
30 June 2011 - Restated
Turnover
1,570,770,132 551,212,961 59,934,937 (18,482,906) 2,163,435,124
Ex-Fuel 1,557,668,561 551,212,961 59,934,937 (18,482,906) 2,150,333,553
Fuel 13,101,571 - - - 13,101,571
Amortisation, provisions
and impairment losses
46,601,651 29,830,154 15,381,311 2,238,035 94,051,151
EBIT 32,747,099 (38,003,405) 55,108,731 (2,790,239) 47,062,185
Invested capital 596,717,080 420,891,208 1,369,945,355 135,900,456 2,523,454,098

Sonae MC

Includes the contribution of Group's activity related with the insignias of food based retail (Continente, Bom Bocado, Wells and Book.it) and fuels.

Sonae SR

Includes the contribution of Group´s activity related with the insignia of non-food retail (Worten, Worten Mobile, Worten Gamer, Sport Zone, Loop, Modalfa and Zippy).

Sonae RP

Includes real estate assets owned and managed by Sonae Investimentos, namely commercial galleries associated to units Continente and Continente Modelo.

Others

Include consolidation adjustments and eliminations of intra-group balances and contribution from other companies not included in the previous segments. These values also include the elimination of rents invoiced by the Real Estate Segment to other Segments, presented in the turnover caption.

EBIT

Turnover + Other income – Operational costs + Gains / losses on sales of businesses – Amortisations, provisions and impairment losses.

Capital employed

Gross real estate assets + other fixed assets (including Goodwill) - Amortisations and impairment losses + Financial investments + Working capital.

28 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 21 August 2012.

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Nuno Manuel Moniz Trigoso Jordão

Condensed individual financial statements

CONDENSED INDIVIDUAL STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012 AND 2011 AND AS AT 31 DECEMBER 2011

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

(Amounts expressed in euro)
ASSETS Notes 30.June.2012 30.June.2011 31.December.2011
NON-CURRENT ASSETS:
Tangible assets 7
3
110 8
6
Intangible assets 2,440 4,121 3,656
Investments 4 2,650,329,951 2,695,353,144 2,650,119,951
Deferred tax assets 5 6,797,434 7,577,273 82,690
Other non-current assets 6 1,436,870,447 1,278,687,591 1,590,401,623
Total Non-Current Assets 4,094,000,345 3,981,622,239 4,240,608,006
CURRENT ASSETS:
Trade accounts receivable and other current assets 7 231,763,396 445,513,902 203,305,426
Cash and cash equivalents 8 22,891,891 36,641,788 132,716,621
Total Current Assets 254,655,287 482,155,690 336,022,047
TOTAL ASSETS 4,348,655,632 4,463,777,929 4,576,630,053
EQUITY AND LIABILITIES
EQUITY:
Share capital 1,000,000,000 1,000,000,000 1,000,000,000
Reserves and retained earnings 1,329,382,832 1,334,188,090 1,334,524,273
Profit for the period 13,534,782 17,196,646 14,858,559
TOTAL EQUITY 2,342,917,614 2,351,384,736 2,349,382,832
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 1
0
973,902,608 1,151,872,695 824,618,550
Deferred tax liabilities 5 784 1,220 784
Other non-current liabilities 1
1
400,000,000 400,149,302 400,126,731
Total Non-Current Liabilities 1,373,903,392 1,552,023,217 1,224,746,065
CURRENT LIABILITIES:
Loans 1
0
169,266,760 284,153,536 369,740,894
Trade creditors and other current liabilities 1
2
462,567,866 276,216,440 632,760,262
Total Current Liabilities 631,834,626 560,369,976 1,002,501,156
TOTAL EQUITY AND LIABILITIES 4,348,655,632 4,463,777,929 4,576,630,053
The accompanying notes are part of these condensed individual financial statements. The Board of Directors
41 21.08.2012

CONDENSED INDIVIDUAL INCOME STATEMENTS FOR THE PERIODS ENDED 30 JUNE 2012 AND 2011

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

(Amounts expressed in euro)

Notes 2 nd Quarter
2012
2 nd Quarter
2011
30.June.2012 30.June.2011
Services rendered 462,422 491,201 926,152 962,388
Gains or losses on investments 1
5
- 5,954,196 24,646,376 31,007,295
Financial income 1
6
12,776,125 12,157,883 26,338,953 23,929,020
Other income 71,642 7,744 140,734 9,414
External supplies and services (752,844) (486,893) (1,260,323) (839,901)
Staff costs 1,611 4,074 (6,202) (143,044)
Depreciation and amortisation (615) (608) (1,229) (1,306)
Financial expenses 1
6
(20,469,505) (19,687,902) (40,570,512) (38,586,566)
Other expenses (4,596) (22,271) (306,505) (331,923)
Profit/(Loss) before taxation (7,915,760) (1,582,576) 9,907,444 16,005,377
Taxation 1,926,876 (667,512) 3,627,338 1,191,269
Profit/(Loss) after taxation (5,988,884) (2,250,088) 13,534,782 17,196,646
Earnings per share 1
7
(0.0067) (0.0025) 0.0150 0.0191

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

CONDENSED INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED AT 30 JUNE 2012 AND 2011

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

(Amounts expressed in euro)

2 nd Quarter 2 nd Quarter 30.June.2012 30.June.2011
Net Profit / (Loss) for the period 2012
(5,988,884)
2011
(2,250,088)
13,534,782 17,196,646
Changes in hedge and fair value reserves - 767,976 - 1,518,134
Total comprehensive income for the period (5,988,884) (1,482,112) 13,534,782 18,714,780

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

CONDENSED INDIVIDUAL STATEMENTS OF CHANGE IN EQUITY FOR THE PERIODS ENDED AT 30 JUNE 2012 AND 2011

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

(Amounts expressed in euro)

Reserves and Retained Earnings
Share
Capital
Legal
Reserve
Hedging
Reserve
Other
Reserves
Reserves and
Retained
Earnings
Net
Profit/(Loss)
Total
Balance as at 1 January 2011 1,000,000,000 117,087,918 (1,854,317) 766,897,093 882,130,694 450,539,262 2,332,669,956
Total comprehensive income for the period - - 1,518,134 - 1,518,134 17,196,646 18,714,780
Appropriation of profit of 2010:
Transfer to legal reserves and retained earnings
-
-
-
22,526,963
-
-
-
428,012,299
-
450,539,262
-
(450,539,262)
-
-
Balance as at 30 June 2011 1,000,000,000 139,614,881 (336,183) 1,194,909,392 1,334,188,090 17,196,646 2,351,384,736
Balance as at 01 January 2012 1,000,000,000 139,614,881 - 1,194,909,392 1,334,524,273 14,858,559 2,349,382,832
Total comprehensive income for the period - - - - - 13,534,782 13,534,782
Appropriation of profit of 2011:
Transfer to legal reserves and retained earnings
Dividends distributed
-
-
-
-
742,928
-
-
-
-
-
-
(5,884,369)
-
742,928
(5,884,369)
-
(742,928)
(14,115,631)
-
-
(20,000,000)
Balance as at 30 June 2012 1,000,000,000 140,357,809 - 1,189,025,023 1,329,382,832 13,534,782 2,342,917,614

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

CONDENSED INDIVIDUAL CASH FLOW STATEMENTS FOR THE PERIODS ENDED 30 JUNE 2012 AND 2011

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

(Amounts expressed in euro)

Notes 2 nd Quarter 2 nd Quarter 30.June.2012 30.June.2011
OPERATING ACTIVITIES 2012 2011
Net cash flow from operating activities (1) (2,453,335) 16,795,423 (3,152,855) 18,034,337
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments - 19,993,955 - 91,365,276
Interests and similar income 896,144 4,320,686 30,850,468 31,856,872
Dividends 21,896,376 25,053,099 24,646,376 25,053,099
Others - - - 29,954
Loans granted 293,707,268 208,439,952 509,022,760 516,627,404
Cash payments arising from: 316,499,788 257,807,692 564,519,604 664,932,605
Investments (210,000) (884,736) (210,000) (884,736)
Tangible and intangible assets - - (492) -
Others - - - (12,807)
Loans granted (174,742,190) (166,819,715) (377,704,347) (670,060,604)
(174,952,190) (167,704,451) (377,914,839) (670,958,147)
Net cash used in investment activities (2) 141,547,598 90,103,241 186,604,765 (6,025,542)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 1,838,599,000 849,134,000 3,385,799,150 2,478,843,762
1,838,599,000 849,134,000 3,385,799,150 2,478,843,762
Cash payments arising from:
Loans obtained (1,951,636,001) (963,804,419) (3,659,025,372) (2,542,252,142)
Interests and similar charges (5,438,821) (21,121,610) (19,502,385) (39,380,113)
Dividends - - - (68)
Net cash used in financing activities (3) (1,957,074,822)
(118,475,822)
(984,926,029)
(135,792,029)
(3,678,527,757)
(292,728,607)
(2,581,632,323)
(102,788,561)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 20,618,441 (28,893,365) (109,276,697) (90,779,766)
Cash and cash equivalents at the beginning of the period 2,263,175 65,535,153 132,158,313 127,421,554
Cash and cash equivalents at the end of the period 8 22,881,616 36,641,788 22,881,616 36,641,788
The accompanying notes are part of these condensed individual financial statements.
The Board of Directors
45 21.08.2012

NOTES TO THE CONDENSED INDIVIDUAL FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2012

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

(Amounts expressed in euro)

1 INTRODUCTION

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

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

These individual financial statements were not subject to a limited revision carried out by the company's statutory external auditor.

2 BASIS OF PREPARATION

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

3 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those described in the file of the annual financial statements for the year ended 31 December 2011.

4 INVESTMENTS

As at 30 June 2012 and 31 December 2011, the investments caption is made up as follows:

30.June.2012 31.December.2011
Company % held Final balance % held Final balance
Azulino - Imobiliária, SA 100.00% 498,025 100.00% 498,025
Bertimóvel - Sociedade Imobiliária, SA 100.00% 2,115,000 100.00% 2,115,000
Canasta - Empreendimentos Imobiliários, SA 100.00% 1,669,375 100.00% 1,669,375
Chão Verde - Sociedade de Gestão Imobiliária, SA 100.00% 2,244,591 100.00% 2,244,591
Citorres - Sociedade Imobiliária, SA 100.00% 477,848 100.00% 477,848
Contimobe - Imobiliária do Castelo de Paiva, SA 100.00% 231,318,722 100.00% 231,318,722
Cumulativa - Sociedade Imobiliária, SA 100.00% 2,390,191 100.00% 2,355,191
Fozimo - Sociedade Imobiliária, SA 100.00% 24,940 100.00% 24,940
Fozmassimo - Sociedade Imobiliária, SA 100.00% 6,264,902 100.00% 6,264,902
Fundo de Investimento Imobiliário Fechado Imosede 54.55% 64,415,021 54.55% 64,415,021
Fundo de Investimento Imobiliário Imosonae Dois 74.94% 108,755,437 74.94% 108,755,437
Igimo - Sociedade Imobiliária, SA 100.00% 220,000 100.00% 220,000
Iginha - Sociedade Imobiliária, SA 100.00% 1,359,000 100.00% 1,359,000
Imoconti - Sociedade Imobiliária, SA 100.00% 380,000 100.00% 380,000
Imoestrutura - Sociedade Imobiliária,SA 100.00% 24,940 100.00% 24,940
Imomuro - Sociedade Imobiliária, SA 100.00% 999,940 100.00% 999,940
Imoresultado - Sociedade Imobiliária, SA 100.00% 109,736 100.00% 109,736
Imosistema - Sociedade Imobiliária, SA 100.00% 280,000 100.00% 280,000
MDS, SGPS, SA 46.92% 51,000,000 46.92% 51,000,000
MJLF - Empreendimentos Imobiliários, SA 100.00% 1,809,397 100.00% 1,809,397
Modelo - Distribuição de Materiais de Construção, SA 50.00% 9,790,614 50.00% 9,790,614
Modelo Hiper Imobiliária, SA 100.00% 10,655,164 100.00% 10,655,164
Modelo.Com - Vendas por Correspondência, SA 100.00% 12,637,016 100.00% 12,637,016
Mundo Vip - Operadores Turísticos, SA 33.34% 1,101,337 33.34% 1,101,337
Predicomercial - Promoção Imobiliária, SA 100.00% 6,372,293 100.00% 6,372,293
Raso, SGPS, SA 50.00% 24,500,000 50.00% 24,500,000
Selifa - Sociedade de Empreendimentos Imobililiários, SA 100.00% 1,513,379 100.00% 1,513,379
Sempre à Mão - Sociedade Imobiliária, SA 100.00% 2,130,558 100.00% 2,130,558
Sesagest - Projectos e Gestão Imobiliária, SA 100.00% 36,677,088 100.00% 36,677,088
Socijofra - Sociedade Imobiliária, SA 100.00% 550,000 100.00% 550,000
Sociloures - Sociedade Imobiliária, SA 100.00% 10,000,000 100.00% 10,000,000
Soflorin, BV 100.00% 257,309,037 100.00% 257,309,037
Sonae - Specialized Retail, SGPS, SA 100.00% 1,050,000,000 100.00% 1,050,000,000
Sonae Capital Brasil, SA 37.00% 19,600,307 37.00% 19,600,307
Sonae Center Serviços II, SA 100.00% 58,032,319 100.00% 58,032,319
Sonae MC - Modelo Continente, SGPS, SA 100.00% 600,000,000 100.00% 600,000,000
Sonaegest - Soc. Gest. de Fundos de Investimentos, SA 40.00% 384,351 40.00% 384,351
Sonaerp - Retail Properties, SA 100.00% 114,495,350 100.00% 114,495,350
Sondis Imobiliária, SA 100.00% 474,940 100.00% 474,940
Sonvecap, BV 100.00% 3,000,000 100.00% 3,000,000
Tlantic Portugal - Sistemas de Informação, SA 100.00% 1,068,316 100.00% 893,316
Valor N, SA 100.00% 2,087,315 100.00% 2,087,315
Total 2,698,736,448 2,698,526,448
Impairment (48,406,497) (48,406,497)
Total 2,650,329,951 2,650,119,951

5 DEFERRED TAX

Deferred tax assets and liabilities as at 30 June 2012 and 31 December 2011 are as follows, split between the different types of temporary differences:

Assets
30.June.2012 31.December.2011
Fiscal losses carried forw
ard
6,758,846 -
Others 38,588 82,690
6,797,434 82,690
Liabilities
30.June.2012 31.December.2011
Differences betw
een amortisations
for accounting and tax purposes 784 784
784 784

6 OTHER NON-CURRENT ASSETS

As at 30 June 2012 and 31 December 2011 the non-current assets were as follows:

30.June.2012 31.December.2011
Loans granted 1,436,016,026 1,589,586,905
Other debtors 854,421 814,718
1,436,870,447 1,590,401,623

These loans earn interests at market rates indexed to Euribor and their fair value is similar to their carrying amount. The loans refer to loans granted to subsidiaries with no defined maturity.

There are no past due or impaired on loans receivable as at 30 June 2012 and 31 December 2011. The fair value of loans granted to group companies is considered to be similar to its carrying amount.

7 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2012 and 31 December 2011 the non-current assets were as follows:

30.June.2012 31.December.2011
Trade accounts receivable 524,170 525,861
Group companies 170,880,783 166,141,874
Other debtors 4,854,111 5,453,996
Tax recoverable 27,353,957 27,680,590
Other current assets 28,150,375 3,503,105
231,763,396 203,305,426

The caption group companies includes: (i) the amount of 135,223,040 euro (141,714,282 euro in 31 December 2011) related to short term loans and interest to group companies; (ii) the amount of 35,657,743 euro (24,427,592 euro in 31 December 2011) related to income tax calculated by the group companies taxed in accordance with the Special Regime for Taxing Group of Companies.

The caption other debtors includes 4,778,747 euro (the same amount as at 31 December 2011), related to tax claims of tax assessments paid to tax authorities. No provision or impairment was recorded in order to face possible losses as it is understood by the Board of Directors that the outcome of these claims will be favourable to the Company.

The caption "Other current assets" includes mainly receivables relating to interest, from loans granted to group companies.

8 CASH AND CASH EQUIVALENTS

As at 30 June 2012 and 31 December 2011, cash and cash equivalents can be detailed as follows:

30.June.2012 31.December.2011
Cash 550 550
Bank deposits 22,891,341 132,716,071
Cash and cash equivalents on the balance sheet 22,891,891 132,716,621
Bank overdrafts (10,275) (558,308)
Cash and cash equivalents on the cash flow
s
statement 22,881,616 132,158,313

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

9 SHARE CAPITAL

As at 30 June 2012 and 31 December 2011, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares, with a nominal value of 1 euro each.

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

As at 30 June 2012 and 31 December 2011, the subscribed share capital was held as follows:

30.June.2012 31.December.2011
Sonae, SGPS, SA 76.86% 76.86%
Sonae Investments BV 13.14% 13.14%
Sonae - Specialized Retail, SGPS, SA 10.00% 10.00%

10 BORROWINGS

As at 30 June 2012 and 31 December 2011, loans are made as follows:

30.June.2012 31.December.2011
Bonds Sonae Distribuição 2007/2015 200,000,000 200,000,000
Bonds Sonae Distribuição 2007/2015 310,000,000 310,000,000
Bonds Sonae Distribuição 2009/2014 18,000,000 26,000,000
Bonds Sonae Investimentos 2012/2017 170,000,000 -
Up-front fees not yet charged to income statement (2,738,822) (1,677,405)
Bond loans 695,261,178 534,322,595
Commercial paper 272,000,000 282,000,000
Other bank loans 6,666,669 8,333,334
Up-front fees not yet charged to income statement (25,239) (37,379)
Bank loans 278,641,430 290,295,955
Non-current loans 973,902,608 824,618,550
Bonds Modelo Continente 2007/2012 - 200,000,000
Bonds Modelo Continente 2005/2012 150,000,000 150,000,000
Bonds Sonae Distribuição 2009/2014 16,000,000 16,000,000
Up-front fees not yet charged to income statement (69,181) (143,080)
Bond loans 165,930,819 365,856,920
Other bank loans 3,333,333 3,333,333
Up-front fees not yet charged to income statement (7,667) (7,667)
Bank overdrafts 10,275 558,308
Bank loans 3,335,941 3,883,974
Current loans 169,266,760 369,740,894

As at 30 June 2012 Sonae Investimentos has agreed lines of credit and commercial paper programs amounting 800 million euro, out of which 190 million with firm commitments with maturity not exceeding one year and 510 million euro with firm commitments with maturity over one year.

Under the above mentioned lines of credit and commercial paper programs with firm commitments, the company had 428 million euro credit facilities available to meet its liquidity requirements.

During August 2012, after the date of the financial position report, the company has contracted a loan amounting 50 million euro, with maturity in 2016. This amount is not relived in the present financial statements.

The interest rate as at 30 June 2012 of the bonds and bank loans was, on average, 2.81% (2.37% as at 31 December 2011).

11 OTHER NON-CURRENTS LIABILITIES

As at 30 June 2012 and 31 December 2011 this caption includes a subordinate bond loan, repayable in 10 years issued by Sonae Investimentos at market conditions. This loan was fully subscribed and paid for Sonae SGPS, SA on 28 December 2010 amounting to 400,000,000 euro, relating 8,000 bonds with nominal value of 50,000 euro each.

As at 30 June 2012 the fair value of this bond loan is 40,415 euro (40,000 euro on 31 December 2011) per bond, and was determined based on discounted cash flows method.

12 TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 June 2012 and 31 December 2011, this heading is made up as follows:

30.June.2012 31.December.2011
Trade accounts payable 73,513 1,092,558
Group companies 426,489,752 618,102,501
Other accounts payable 42,648 1,572,506
Tax and contributions payable 3,847,138 1,919,990
Other current liabilities 32,114,815 10,072,707
462,567,866 632,760,262

The caption group companies includes: (i) 381,528,335 euro (605,087,891 euro on 31 December 2011) related to short term loans of the group companies; (ii) the amount 24,961,417 euro (13,014,610 euro on 31 December 2011) related to income tax calculated by the group companies taxed in accordance with the Special Regime for Taxing Group of Companies; (iii) the amount 20,000,000 euro related to dividends payable.

The caption "Other current liabilities" includes mainly accrued interests not yet due relating to loans obtained.

13 CONTINGENT LIABILITIES

As at 30 June 2012 and 31 December 2011 the contingent liabilities were detailed as follows:

30.June.2012 31.December.2011
Guarantees rendered:
related to tax claims aw
aiting outcome
(a) 268,323,385 222,571,285
related to local and municipal claims aw
aiting outcome
28,938 28,938
others 10,633,112 10,643,765
Guarantees given in favour of subsidiaries (b) 48,082,127 48,082,127

a) Includes the amount of 263,144,428 euro (217,392,328 euro as at 31 December 2011) referring to corporate income tax claims awaiting outcome and the amount of 5,178,957 euro (5,178,957 euro as at 31 December 2011) relating to stamp duty claims.

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

No provision has been recognized for these tax additional assessments, to which some guarantees were made, as the Board of Directors expects their outcome to be favorable to the Company with no additional liability.

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

14 RELATED PARTIES

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

30.June.2012 31.December.2011
Balance:
Parent company 238 31,894
Subsidiaries 60,844,096 55,144,842
Jointly controlled companies 138,735 42,159
Associated companies 1,931,418 1,904,719
Accounts receivable 62,914,487 57,123,614
Parent company 37,127,268 1,410,945
Subsidiaries 32,020,694 15,859,308
Associated companies 29,760 -
Other related parties 72 17
Accounts payable 69,177,795 17,270,270
Subsidiaries 1,546,758,166 1,678,678,093
Jointly controlled companies 5,372,000 4,300,000
Associated companies 18,459,118 17,935,689
Loans granted 1,570,589,284 1,700,913,782
Parent company 400,000,000 400,000,000
Subsidiaries 381,528,335 605,087,891
Loans obtained 781,528,335 1,005,087,891

1 st Half Results 2012

Transactions:
Subsidiaries
499,998
499,998
Associated companies
426,154
462,390
Services rended
926,152
962,388
Parent company
550,578
25,000
Associated companies
20,681
5,824
Other related parties
435
894
Purchases and services obtained
571,694
31,718
Parent company
258
461
Subsidiaries
137,177
Associated companies
119
Other income
137,554
461
Parent company
-
23,461
Subsidiaries
25,286,310
21,726,461
Jointly controlled companies
165,724
97,629
Associated companies
571,212
871,882
Interest income
26,023,246
22,719,433
Parent company
16,249,985
16,465,202
Subsidiaries
5,916,740
2,807,524
Interest expenses
22,166,725
19,272,726
Subsidiaries
24,489,302
24,978,000
Associated companies
157,074
75,099
Dividend income
24,646,376
25,053,099
Other related parties
-
224,736
Investments acquisition
-
224,736

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

During 1st half 2012 and 2011 did not occur any transactions including granted loans with the Company's Directors.

15 INVESTMENT INCOME

As at 30 June 2012 and 2011 investment income is as follows:

16 FINANCIAL INCOME

As at 30 June 2012, this caption includes the amount of 26,338,953 euro (22,923,482 euro as at 30 June 2011) related to receivable interests and the amount of 37,696,143 euro (35,890,109 euro as at 30 June 2011) related to payable interests.

17 EARNINGS PER SHARE

Earnings per share for the periods ended 30 June 2012 and 2011 were calculated taking into consideration the following amounts:

30.June.2012 30.June.2011
Net Profit
Net profit taken into consideration to calculate
basic earnings per share (Net profit foor the period)
13,534,782 17,196,646
Net profit taken into consideration to calculate
diluted earnings per share
13,534,782 17,196,646
Number of shares
Weighted average number of shares used to calculate
basic earnings per share
900,000,000 900,000,000
Weighted average number of shares used to calculate diluted
earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) 0.0150 0.0191

18 SUBSEQUENT EVENTS

During August 2012, after the date of the financial position report, the company has contracted a loan amounting 50 million euro, with maturity in 2016.

As at 2 nd August 2012, the company proceed to the fully reimburse of Modelo Continente 2005/2012 bond loan amounting 150 million euro.

19 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 21 August 2012.

20 INFORMATION REQUIRED BY LAW

Decree-Law n er 318/94 art. 5 th n er 4 th

During the period ended as at 30 June 2012 shareholders' loan contracts were signed with the following companies:

Soflorin BV

During the period ended as at 30 June 2012, treasury application agreements were signed with the following companies:

Carnes do Continente - Indústria e Distribuição de Carnes, SA

Estevão Neves – Hipermercados da Madeira, SA

Raso, SGPS, SA

Raso Viagens e Turismo, SA

Sonae, SGPS, SA

Tlantic Portugal - Sistemas de Informação, SA

1 st Half Results 2012

As at 30 June 2012 amounts owed by subsidiaries can be detailed as follows:

Company 30.June.2012
Azulino - Imobiliária, SA 3,917,174
Bom Momento - Comércio Retalhista, SA 416,000
Bertimóvel - Sociedade Imobiliária, SA 25,326,000
Canasta - Empreendimentos Imobiliários, SA 2,235,208
Chão Verde - Sociedade de Gestão Imobiliária, SA 4,914,050
Citorres - Sociedade Imobiliária, SA 3,182,050
Contimobe - Imobiliária do Castelo de Paiva, SA 46,672,807
Continente Hipermercados, SA 41,076,450
Cumulativa - Sociedade Imobiliária, SA 2,285,333
Edições Book.it, SA 5,425,000
Estevão Neves - Hipermercados da Madeira, SA 1,044,000
Farmácia Selecção, SA 3,537,050
Fashion Division, SA 1,264,000
Fozimo – Sociedade Imobiliária, SA 1,610,301
Igimo – Sociedade Imobiliária, SA 681,050
Iginha – Sociedade Imobiliária, SA 19,391,462
Imoconti – Sociedade Imobiliária, SA 13,300,724
Imoestrutura - Sociedade Imobiliária, SA 205,050
Imomuro - Sociedade Imobiliária, SA 3,931,947
Imoresultado – Sociedade Imobiliária, SA 461,050
Imosistema - Sociedade Imobiliária, SA 4,014,642
MJLF - Empreendimentos Imobiliários, SA 3,079,187
Modelo - Distribuição de Materiais de Construção, SA 18,709,395
Mundo Vip - Operadores Turísticos, SA 1,000,000
MDS SGPS, SA 17,459,118
Pharmacontinente - Saúde e Higiene, SA 4,573,000
Predicomercial - Promoção Imobiliária, SA 7,201,310
Raso - Viagens e Turismos, SA 367,000
Raso, SGPS, SA 5,005,000
Selifa - Sociedade de Empreendimentos Imobiliários, SA 3,177,976
Sempre à Mão - Sociedade Imobiliária, SA 52,617,020
Socijofra - Sociedade Imobiliária, SA 6,287,487
Sociloures - Sociedade Imobiliária, SA 22,267,277
Soflorin, BV 208,571,292
Sonae Center Serviços II, SA 12,981,000
Sonae MC - Modelo Continente, SGPS, SA 801,578,050
Sonaerp - Retail Properties, SA 194,471,931
Sondis Imobiliária, SA 22,632,342
Tlantic Portugal - Sistemas de Informação, SA 212,000
Valor N, SA 3,507,551
1,570,589,284

1 st Half Results 2012

The amounts due to group companies as at 30 June 2012 related to the mentioned contracts were the following:

Company 30.June.2012
BB Food Service, SA 2,163,045
Carnes do Continente - Indústria e Distribuição de Carnes, SA 2,133,000
Contibomba - Comércio e Distribuição de Combustíveis, SA 664,950
Fozmassimo - Sociedade Imobliária, SA 875,950
Modelo Continente Hipermercados, SA 221,468,000
Modelo Hiper Imobiliária, SA 2,607,950
Modelo.Com - Vendas por Correspondência, SA 5,188,950
Pharmaconcept - Actividades em Saúde, SA 1,673,000
Peixes do Continente - Indústria e Distribuição de Peixes, SA 930,000
Sesagest - Projectos e Gestão Imobiliária, SA 4,577,950
Sonae - Specialized Retail, SGPS, SA 137,747,540
Todos os Dias - Comércio Ret. e Expl. de Centros Comerciais, SA 1,498,000
381,528,335

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Nuno Manuel Moniz Trigoso Jordão

Talk to a Data Expert

Have a question? We'll get back to you promptly.