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Patris Investimentos

Interim / Quarterly Report Sep 3, 2010

1946_ir_2010-09-03_085e3cbd-76ef-4f29-8eed-8a3310a883dd.pdf

Interim / Quarterly Report

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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 2010

Management Report

Management Report

Sonae Investimentos – S.G.P.S., S.A.

Under the terms of the Law and Company Statutes, we hereby present Sonae Investimentos - S.G.P.S., S.A Management Report for the first semester of 2010.

1 MAIN HIGHLIGHTS

During the course of the first six months of 2010, the consolidated turnover of Sonae Investimentos totalled 2.226 million Euro, which corresponds to an increase of 9% compared to the same period in the previous year. Of the overall amount realised in the first half of the year, circa 70 million Euro corresponds to petrol sales.

In the same period, the Company´s operating cash-flow (EBITDA) reached 154 million Euro. This figure represents an increase of 27 million Euro in relation to the same period in 2009, or +21%, and reflects the strengthening of 0.7 percentage points in the operating profitability margin of the Company to 6.9%.

In terms of operating results (EBIT), the consolidated figure reached 75 million Euro in the period, which represents an increase of 15 million Euro compared to the first half of 2009.

During this period, Sonae Investimentos consolidated net result totalled 41 million Euro, 14 million Euro above the total realised in the first half of 2009. The Company´s good performance once again confirms the progresses that were attained and the value of the defined strategy.

At the end of June, Sonae Investimentos detained an overall portfolio of 964 stores, corresponding to a sales area of 923.000 m2. At this time, the Company´s store portfolio in Spain consisted of 56 units with 77.000 m2 worth of sales area – corresponding to more than 8% of the overall referential.

During the first 6 months of 2010, the Company strengthened its presence in Portugal opening 23 units representing an additional 8.000 m2 of sales area. In the Spanish market, the Company continued its strong pace of store openings, having inaugurated an additional 21.000 m2 worth of sales area, corresponding to an increase of circa 40% compared to the referential of December 2009, divided amongst 18 new units.

The effort to modernise the existing store portfolio was not neglected, and in parallel the effort to develop the business support infrastructure was continued, with particular highlight to what concerns the logistics infrastructure. On the whole, during the first half of the year, the Company invested a total of circa 100 million Euro.

2 MAIN CORPORATE DEVELOPMENT HIGHLIGHTS

In the period under analysis, Sonae Investimentos concluded the first phase of the monetisation process planned for its retail real estate assets, involving assets valued at 45.4 million Euro. Two operations were structured in the scope of sale and leaseback, and generated capital gains of circa 10 million Euro. The transactions include:

The sale and leaseback of the Azambuja logistics platform to international investors. This transaction was carried out via the sale of the Azambuja logistics platform, and subsequent leasing of the property for an initial period of 20 years. The property was valued at 33.2 million Euro.

The sale of two Modelo stores valued at 12.2 million Euro, and subsequent leasing of the property for an initial period of 15 years.

These transactions were carried out in line with the strategy of freeing up invested capital, maintaining an adequate level of operating leeway.

3 CAPITAL STRUCTURE

On 30th June 2010, Sonae Investimentos consolidated net debt totalled 1.436 million Euro. This figure, which represents a decrease compared to the 1.535 million Euro reported at the end of the first half of 2009, is directly impacted by the capacity to generate cash-flow witnessed in the first half of the year, in addition to the completion of the aforementioned investments.

On the same date, Sonae Investimentos consolidated net capital employed totalled 2.457 million Euro. Thus, net debt corresponded to less than 60% of the referred referential of the period. At the end of June, the ratio between the net debt and the Company´s shareholder´s funds (corresponding to the gearing ratio) reached 1.4 times.

4 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.

Matosinhos, 25th August 2010

The Board of Directors,

______________________________________ Duarte Paulo Teixeira de Azevedo

______________________________________ Ângelo Gabriel Ribeirinho dos Santos Paupério

______________________________________

Nuno Manuel Moniz Trigoso Jordão

Glossary

Turnover (t)

sale of articles + services rendered.

Operating Cash-flow (EBITDA)

turnover + gains or losses relative to investments + other income – negative consolidation differences– reversal of losses by impairment – operating costs

Operating results (EBIT)

consolidated net profit for the period – income tax + profits/losses of associated companies – net financial expenses.

Net Investment

increase in gross fixed assets (tangible and intangible) + changes in perimeter (as a result of acquisitions and disposals) + disposals in gross fixed assets (tangible and intangible) + increases in consolidation differences. To calculate the investment in acquisitions (measured by changes occurred in consolidation perimeter) the net accumulated amortizations were considered

Net debt

current borrowings + noncurrent borrowings + financial leasing creditors – cash and cash equivalents – other current financial investments + borrowings from participating and/or participated companies – borrowings to participating and/or participated companies

Gearing

ratio between net financial debt and the company´s shareholder´s funds

Net Capital Employed

gross real estate assets + other gross real estate assets (including Goodwill) + amortisations and impairment losses + financial investments + working capital

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.

Matosinhos, 25th August 2010

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

Additions Reductions Balance as
of
30.06.2010
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
Duarte Paulo Teixeira de Azevedo () () (****)
Efanor Investimentos, SGPS, SA (1)
Migracom, SGPS, SA (5)
Sonae, SGPS, SA (3)
1
1,969,996
3,293 (a)
Ângelo Gabriel Ribeirinho dos Santos Paupério (*)
Sonae, SGPS, SA (3)
250,000
Additions Reductions Balance as
of
30.06.2010
Date Quantity Aver. Price € Quantity Aver. Price € Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae, SGPS, SA (3)
Pareuro, BV (2)
(2) Pareuro, BV
659,650,000
2,000,000
Sonae, SGPS, SA (3) 400,000,000
(3)Sonae, SGPS, SA
Sonae Investments, BV
Sonae Investimentos, SGPS, SA
2,000,000
824,780,810
(4) Sonae Investments BV
Sonae Investimentos, SGPS, SA
175,219,190
(5) Migracom, SGPS, SA
Sonae, SGPS, SA
Imparfin, SGPS, SA (5)
1,485,000
150,000
(6) 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 (6)

(a) Shares held by underage descendents under his/her charge

Qualified holdings

Shares held and voting rights of companies ow ning 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
By Sonae, SGPS, SA 824,780,810 82.48% 82.48%
By Sonae Investments, BV 175,219,190 17.52% 17.52%
Total attributable to Efanor Investimentos, SGPS, SA 1,000,000,000 100.00% 100.00%

Condensed consolidated

financial statements

CONDENSED CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2010 AND 2009 AND AS AT 31 DECEMBER 2009

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

In case of discrepancies the Portuguese version prevails.)

(Amounts expressed in euro)

ASSETS Notes 30 June 2010 30 June 2009 31 December 2009
NON-CURRENT ASSETS:
Tangible assets 9 2,184,197,237 2,156,929,299 2,198,493,423
Intangible assets 10 156,068,586 163,690,718 162,320,303
Goodwill 11 520,275,996 523,174,276 519,885,038
Investment Associates 6 1,643,960 2,060,562 2,376,473
Other investments 7 763,618 774,777 763,866
Deferred tax assets 15 99,526,983 77,128,252 90,471,037
Other non-current assets 13 5,447,695 2,630,616 4,336,556
Total Non-Current Assets 2,967,924,075 2,926,388,500 2,978,646,696
CURRENT ASSETS:
Inventories 593,502,655 565,709,359 588,968,421
Trade accounts receivable and other current assets 14 254,210,683 275,368,760 226,094,606
Investments 12 62,805,789 52,859,402 57,659,791
Cash and cash equivalents 16 42,597,713 49,125,276 111,407,067
Total Current Assets 953,116,840 943,062,797 984,129,885
TOTAL ASSETS 3,921,040,915 3,869,451,297 3,962,776,581
EQUITY AND LIABILITIES
EQUITY:
Share capital 17 1,000,000,000 1,000,000,000 1,000,000,000
Reserves and retained earnings (96,550,924) (166,607,428) (165,954,941)
Profit/(Loss) for the period attributable to the equity holders of the parent company 41,145,813 28,512,203 138,171,091
Equity attributable to the equity holders of the parent company 944,594,889 861,904,775 972,216,150
Equity attributable to non-controlling interests 74,589,175 73,805,478 74,344,125
TOTAL EQUITY 1,019,184,064 935,710,253 1,046,560,275
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 18 1,434,668,401 1,432,072,884 1,282,197,164
Other non-current liabilities 20 24,214,792 13,566,621 16,222,928
Deferred tax liabilities 15 105,536,315 85,882,198 96,744,418
Provisions 23 13,090,590 11,547,638 9,263,092
Total Non-Current Liabilities 1,577,510,098 1,543,069,341 1,404,427,602
CURRENT LIABILITIES:
Loans 18 87,471,850 195,066,473 103,930,898
Trade creditors and other current liabilities 22
1,235,061,863 1,193,936,242 1,405,368,923
Provisions 23 1,813,040 1,668,988 2,488,883
Total Current Liabilities 1,324,346,753 1,390,671,703 1,511,788,704
TOTAL LIABILITIES 2,901,856,851 2,933,741,044 2,916,216,306
TOTAL EQUITY AND LIABILITIES 3,921,040,915 3,869,451,297 3,962,776,581
The accompanying notes are part of these condensed consolidated financial statements.
The Board of Directors
11

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIODS ENDED 30 JUNE 2010 AND 2009

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

In case of discrepancies the Portuguese version prevails.)

(Amounts expressed in euro)

Notes 2nd Quarter 2010
(unaudited)
2nd Quarter 2009
(unaudited)
30 June 2010 30 June 2009
Sales 1,105,351,359 1,033,657,548 2,160,910,503 1,990,123,055
Services rendered 36,177,423 31,284,031 64,903,605 57,794,981
Investment income 8 6,033,071 1,680,051 6,038,022 1,680,051
Financial income 408,319 1,254,026 881,268 3,015,296
Other income 110,631,383 110,418,656 206,525,535 205,699,478
Cost of goods sold and materials consumed (842,632,962) (809,055,265) (1,685,163,165) (1,569,144,052)
Changes in stocks of finished goods and work in progress 191,136 - 296,497 -
External supplies and services (155,298,423) (140,723,677) (288,348,656) (271,344,156)
Staff costs (135,160,464) (125,186,619) (267,633,808) (249,907,715)
Depreciation and amortisation 9 and 10 (38,851,910) (33,994,298) (77,446,763) (65,519,192)
Provisions and impairment losses 23 (5,776,008) (1,891,065) (6,789,453) (2,359,948)
Financial expense (12,393,111) (14,470,400) (23,694,283) (34,950,292)
Other expenses (21,447,060) (19,237,470) (38,379,070) (35,532,437)
Share of results of associated undertakings 6 326,333 (1,643,942) 390,470 (1,230,244)
Profit/(Loss) before taxation 47,559,086 32,091,576 52,490,702 28,324,825
Taxation 26 (9,658,800) (5,170,576) (10,997,134) (646,030)
Profit/(Loss) after taxation 37,900,286 26,921,000 41,493,568 27,678,795
Attributable to:
Equity holders of the parent company 37,749,790 27,097,308 41,145,813 28,512,203
Non-controlling interests 150,496 (176,308) 347,755 (833,408)
Profit/(Loss) per share
Basic 27 0.037750 0.027097 0.041146 0.028512
Diluted 27 0.037750 0.027097 0.041146 0.028512

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 JUNE 2010 AND 2009

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

In case of discrepancies the Portuguese version prevails.)

(Amounts expressed in euro)

2nd Quarter 2010
(unaudited)
2nd Quarter 2009
(unaudited)
30 June 2010 30 June 2009
Net Profit / (Loss) for the period 37,900,286 26,920,999 41,493,568 27,678,795
Exchange differences arising on translation of foreign operations 112,044 46,100 321,589 112,019
Changes in hedge and fair value reserves 1,046,166 812,889 1,413,874 (2,832,747)
Defered tax related to changes in fair value reserves (277,233) (123,186) (374,676) 1,022,298
Other comprehensive income for the period 880,977 735,803 1,360,787 (1,698,430)
Total comprehensive income for the period 38,781,263 27,656,802 42,854,355 25,980,365
Attributable to:
Equity holders of the parent company 38,630,767 27,833,110 42,506,600 26,813,773
Non-controlling interests 150,496 (176,308) 347,755 (833,408)

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

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

In case of discrepancies the Portuguese version prevails.) FOR THE PERIODS ENDED 30 JUNE 2010 AND 2009 (Translation condensed consolidated financial statements originally issued in Portuguese.

(Amounts expressed in euro)
-- ----------------------------- -- -- --
Attributable to Equity Holders of The Parent Company
Reserves and Retained Earnings
Currency Other Reserves
Share Legal Translation Hedging and Retained Net Non- Controlling Total
Notes Capital Reserve Reserve Reserve Earnings Total Profit/(Loss) Total Interests Equity
Balance as at 1 January 2009 1,000,000,000 99,300,000 3,666 (3,316,342) (346,889,834) (250,902,510) 170,993,512 920,091,002 11,201,548 931,292,550
Total comprehensive income for the period - - 112,019 (1,810,449) - (1,698,430) 28,512,203 26,813,773 (833,408) 25,980,365
Appropriation of profit of 2008:
Transfer to legal reserves and retained earnings
28
- 14,700,000 - - 156,293,512 170,993,512 (170,993,512) - - -
Dividends distributed - - - - (85,000,000) (85,000,000) - (85,000,000) (4,169) (85,004,169)
Others - - - - - - - - 63,441,507 63,441,507
Balance as at 30 June 2009 1,000,000,000 114,000,000 115,685 (5,126,791) (275,596,322) (166,607,428) 28,512,203 861,904,775 73,805,478 935,710,253
Balance as at 1 January 2010 1,000,000,000 114,000,000 82,609 (4,441,228) (275,596,322) (165,954,941) 138,171,091 972,216,150 74,344,125 1,046,560,275
Total comprehensive income for the period - - 321,589 1,039,198 - 1,360,787 41,145,813 42,506,600 347,755 42,854,355
Appropriation of profit of 2009:
Transfer to legal reserves and retained earnings 28
-
3,087,918 - - 135,083,173 138,171,091 (138,171,091) - - -
Dividends distributed - - - - (70,000,000) (70,000,000) - (70,000,000) - (70,000,000)
Aquisitions of shares of affiliated undertakings - - - - (67,249) (67,249) - (67,249) (102,359) (169,608)
Others - - - 3 (60,615) (60,612) - (60,612) (346) (60,958)
Balance as at 30 June 2010 1,000,000,000 117,087,918 404,198 (3,402,027) (210,641,013) (96,550,924) 41,145,813 944,594,889 74,589,175 1,019,184,064

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIODS ENDED 30 JUNE 2010 AND 2009

(Translation of condensed consolidated financial statements originally issued in

Portuguese. In case of discrepancies the Portuguese version prevails.)

(Amounts expressed in euro)

Notes 2nd Quarter 2010
(unaudited)
2nd Quarter 2009
(unaudited)
30 June 2010 30 June 2009
OPERATING ACTIVITIES
Net cash from operating activities (1) 116,966,617 199,397,662 (61,161,052) 9,850,808
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 33,354,387 - 33,359,587 1,000,000
Tangible and intangible assets 2,804,460 2,916,569 17,103,124 3,756,673
Interests and similar income 201,153 1,057,300 500,543 3,559,360
Loans granted 1,000,000 10,972,814 2,665,000 11,972,814
Dividends 1,332,982 200,000 1,333,149 200,000
Others 9,800,158 - 9,800,158 -
48,493,140 15,146,683 64,761,561 20,488,847
Cash Payments arising from:
Investments (1,391,443) (8,242,704) (3,480,116) (15,629,636)
Tangible and intangible assets (34,733,867) (65,768,134) (125,841,961) (171,361,503)
Loans granted - (7,577,250) (1,665,000) (9,703,500)
Others - (1,426) - (1,426)
(36,125,310) (81,589,514) (130,987,077) (196,696,065)
Net cash used in investment activities (2) 12,367,830 (66,442,831) (66,225,516) (176,207,218)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 1,615,555,750 3,565,300,588 3,171,965,750 5,388,224,838
1,615,555,750 3,565,300,588 3,171,965,750 5,388,224,838
Cash Payments arising from:
Loans obtained (1,672,874,743) (3,570,933,098) (3,011,025,781) (5,141,951,213)
Interests and similar charges (5,182,259) (13,360,966) (18,188,989) (43,667,764)
Dividends 28 (70,000,000) (85,004,170) (70,000,000) (85,004,170)
Others (69,635) (105,484) (207,937) (213,630)
(1,748,126,637) (3,669,403,718) (3,099,422,707) (5,270,836,777)
Net cash used in financing activities (3) (132,570,887) (104,103,130) 72,543,043 117,388,061
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (3,236,440) 28,851,701 (54,843,525) (48,968,349)
Effect of foreign exchange rate (50,520) (76,707) (102,406) (142,157)
Cash and cash equivalents at the beginning of the period 16 36,786,583 14,115,459 88,341,782 91,870,059
Cash and cash equivalents at the end of the period 16 33,600,663 43,043,867 33,600,663 43,043,867

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2010

(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 29th note.

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 2009, with the exception of those described in Note 3.

2.1 Basis of preparation

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.

3 CHANGES IN ACCOUNTING POLICIES

During the period it was adopted a set of accounting standards, interpretations, amendments and revisions issued in previous periods and whose implementation became mandatory during the financial year 2010 as disclosed in the financial statements presented for the period ended as at 31 December 2009 and which, except as described below, didn't have any significant impacts on the financial statements as at 30 June 2010.

During the period it has been adopted for the first time the revised version of IFRS 3 – Business combinations (revised 2008) and IAS 27 – Consolidated and separate financial statements (revised 2008).

These changes brought some modifications in the accounting policies of recording business combinations, in particular:

  • (a) the calculation of goodwill and the measurement of non-controlling interests (previously referred to as minority interests): introduced the option, on transaction-by-transaction basis, of calculating the value of non-controlling interests at fair value of assets and liabilities acquired, or their share of the identifiable net assets of the acquire. Additionally, goodwill is now calculated as the difference between the acquisition price of the participation plus the noncontrolling interests and the fair value of the assets and liabilities acquired;
  • (b) the recognition and subsequent accounting requirements for contingent consideration: whereas, under the previous version of the Standard, contingent consideration was recognized at the acquisition date only if it met probability and reliably measurable criteria, under the revised Standard that consideration for the acquisition always includes the fair value of any contingent consideration. Once the fair value of the contingent consideration for the acquisition date has been determined, subsequent adjustments are made against goodwill only to the extent that they reflect fair value at the acquisition date, and they occur within the 'measurement period' (a maximum of 12 months form the acquisition date). Under the previous version of the Standard, adjustments to consideration were always made against goodwill;
  • (c) the accounting treatment of acquisition-related costs: they are generally recorded as expenses in the periods in which they are incurred, and don't influence the acquisition price;
  • (d) the accounting of purchase transactions of entities already controlled by the entity and sale transactions that don't imply the loss of control: until the adoption of the revised version of IAS 27 an increase in equity interests in a subsidiary implied the calculation of goodwill, and a loss on the percentage of control would give rise to a profit or loss in that period. With this new standard, transactions whereby the parent entity acquires further equity interests or disposes of equity interest but without losing control, are accounted for as equity transactions and only affect the company's equity, there is no recognition of goodwill or profit or loss in the period;
  • (e) the calculation of the profit or loss associated with disposal of equity interests in a subsidiary with loss of control and subsequent accounting for a residual interest: according to the new version of the standard as a result of the loss of control, the assets and liabilities of the disposed subsidiary should be derecognised and any interest retained on the entity should be remeasured at fair value. The value received as a result of the sale plus the effect of remeasurement is registered as profit or loss of the period.

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 2010 and 31 December 2009 are as follows:

Percentage of capital held
30.June.2010 31.December.2009
COMPANY Head Office Direct Total Direct Total
Sonae Investimentos- SGPS, S.A. Matosinhos HOLDING HOLDING HOLDING HOLDING
Arat Inmuebles, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%

SONAE INVESTIMENTOS, SGPS, SA

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%
Best Offer - Prestação de Informações por
Internet, SA
a) Maia 100.00% 100.00% 100.00% 100.00%
Bikini, Portal de Mulheres, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bom Momento - Comércio Retalhista, 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%
c) Difusão - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Edições Book.it, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Efanor - Design e Serviços, 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%
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%
Fundo de Investimento Imobiliário Fechado
Imosonae Dois
a) Maia 100.00% 100.00% 100.00% 100.00%
Global S - Hipermercado, Lda a) Matosinhos 100.00% 100.00% 100.00% 100.00%

SONAE INVESTIMENTOS, SGPS, SA

Good and Cheap - Comércio Retalhista, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Hipotética - Comércio Retalhista, SA a) Matosinhos 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%
Inventory - Acessórios de Casa, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Just Sport - Comércio de Artigos de
Desporto, SA
a) Matosinhos 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%
MC - SGPS, SA a) Matosinhos 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% 50% 50% 50%
Modelo Continente Hipermercados, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Modelo Continente Seguros - Sociedade
Mediação, SA
a) Porto 75.00% 75.00% 75.00% 75.00%
Modelo Hiper Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Hipermercados Trading, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Modelo.com - Vendas p/Correspond., SA a) Maia 100.00% 100.00% 100.00% 100.00%
NA - Comércio de Artigos de Desporto, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
NA - Equipamentos para o Lar, SA a) Matosinhos 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%

SONAE INVESTIMENTOS, SGPS, SA

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) Amsterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Solaris Supermercados, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae Capital Brasil, Lda a) São Paulo (Brazil) 100.00% 100.00% 100.00% 100.00%
Sonaecenter Serviços II, SA a) Maia 100.00% 100.00% 100.00% 100.00%
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%
Sontária - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonvecap, BV a) Amsterdam (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 Espanã - Comércio de Articulos
de Deporte, SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de
Canaveses
90.37% 90.37% 80.37% 80.37%
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%

SONAE INVESTIMENTOS, SGPS, SA

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%
Well W - Electrodomésticos e Equipamentos,
SA
a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Worten - Equipamento para o Lar, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Worten España Distribución, S.L. a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
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%

a) Control held by majority of voting rights;

b) Control held by management control;

c) Subsidiary disposed on 30 April 2010.

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

5 JOINTLY CONTROLLED COMPANIES

The jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held as at 30 June 2010 and 31 December 2009 are as follows:

Percentage of capital held

30.June.2010 31.December.2009
COMPANY Head Office Direct Total Direct Total
Equador & Mendes - Agência de Viagens
e Turismo, Lda
Lisbon 50.00% 37.50% 50.00% 37.50%
Marcas do Mundo - Viagens e Turismo,
Sociedade Unipessoal, Lda
Lisbon 50.00% 50.00% 50.00% 50.00%
Movimentos Viagens - Viagens e
Turismo, Sociedade Unipessoal, Lda
Lisbon 50.00% 50.00% 50.00% 50.00%
Nova Equador Internacional,Agência de
Viagens e Turismo, Lda
Lisbon 50.00% 37.50% 50.00% 37.50%
Puravida - Viagens e Turismo, Lda Lisbon 50.00% 50.00% 50.00% 50.00%
Nova Equador P.C.O. e Eventos,
Sociedade Unipessoal, Lda
Lisbon 50.00% 37.50% 50.00% 37.50%
Raso SGPS, SA Lisbon 50.00% 50.00% 50.00% 50.00%
Raso - Viagens e Turismo, SA Lisbon 50.00% 50.00% 50.00% 50.00%
Viajens y Turismo de Geotur España, S.L. Madrid (Spain) 50.00% 50.00% 50.00% 50.00%

These entities were consolidated using the proportionate consolidation method.

Aggregate amounts, excluding intragroup eliminations, corresponding to the percentage of capital held in these jointly controlled companies included in the financial statements for the period, using the proportionate consolidation method, can be summarized as follows:

30 June 2010 31 December 2009
Non-current assets 35,154,378 35,087,564
Current assets 37,180,607 30,936,870
Non-current liabilities 3,538,823 3,577,682
Current liabilities 42,543,728 35,666,824
30 June 2010 30 June 2009
Income 49,640,970 48,394,564
Expenses 50,111,094 49,931,104

6 INVESTMENTS IN ASSOCIATES

Associated companies, their head offices, the percentage of share capital held and their balance as at 30 June 2010 and 31 December 2009 are as follows:

Percentage of capital held
30 June 2010 31 December 2009 Book value
COMPANY Head Office Direct Total Direct Total 30 June 2010 31 December 2009
Sonaegest - Soc. Gestora de Fundos de
Investimento, SA
Maia 40.00% 40.00% 40.00% 40.00% 461,602 824,888
Sempre a Postos - Produtos Alimentares
e Utilidades, Lda
Lisbon 25.00% 25.00% 25.00% 25.00% 1,182,358 1,551,585
Total 1,643,960 2,376,473

Associated companies were consolidated using the equity method.

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

30 June 2010 30 December 2009
Total Assets 14,832,117 18,725,950
Total Liabilities 8,948,679 10,446,448
30 June 2010 30 June 2009
Income 32,711,606 32,782,443
Expenses 31,293,983 32,073,202

During the periods ended 30 June 2010 and 2009, movements in investments in associated companies, are made up as follows:

30 June 2010 30 June 2009
Investments in associated companies
Balance as at 1 January 2,376,473 64,671,483
Change of consolidation method - (61,380,677)
Equity method
Effect in net income 390,470 (1,230,244)
Dividends (1,122,983) -
1,643,960 2,060,562

The amount disclosed above related with the change of consolidation method corresponds, in 2009, to the acquisition of Fundo de Imobiliário Fechado Imosede. This company consolidates in Sonae Investimentos since the 1st Half of 2009, using the full consolidation method.

7 OTHER NON-CURRENT INVESTMENTS

Other non-current investments, their head offices, proportion of capital held and value of the balance sheet as at 30 June 2010 and 31 December 2009 are as follows:

Percentage of capital held
30 June 2010 31 December 2009 Book value
COMPANY Head Office Direct Total Direct Total 30 June 2010 31 December 2009
Dispar - Distrib.
de Participações,
SGPS,
S
A Lisbon 7.14% 7.14% 7.14% 7.14% 9,976 9,976
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 748,197 748,197
Other investments 5,445 5,693
763,618 763,866

During the periods ended as at 30 June 2010 and 2009, movements in other non-current investments, are made up as follows:

30 June 2010 30 June 2009
Investments in other companies
Opening balance as at 1 January 841,053 787,936
Disposals in the period (36,953) -
Transfers - -
Closing balance as at 30 June 804,100 787,936
Accumulated impairment losses (Note 23) (40,482) (13,159)
763,618 774,777
Financial investments advance:
Opening balance as at 1 January - 1,584,193
Transfers - (1,584,193)
Closing balance as at 30 June - -
763,618 774,777

The value of investments in other companies corresponds mainly to investments in unlisted companies and whose fair value was not estimated because it is not reliably measurable, remain at cost less any impairment losses.

8 CHANGES TO THE CONSOLIDATION PERIMETER

The detail of disposals over the period ended as at 30 June 2010, is as follows:

COMPANY Head Office Direct Total
Retail Properties
Difusão Sociedade imobiliária,
SA
Maia 100.00% 100.00%

The assets and liabilities of the disposed company as at the disposal date were as follows:

Date of disposal 31 December 2009
Disposal net assets
Tangible assets (Note 9) 26,237,804 26,438,088
Deferred tax assets 45,191 45,884
Other assets 1,775,423 1,563,968
Cash and cash equivalents 258,238 519
Deferred tax liabilities (554,498) (498,241)
Other liabilities (26,012,429) (26,129,176)
1,749,729 1,421,042
Shareholder's loans, other loans and interests 25,166,711
Costs related to the disposal 644,896
Profit / (Loss) in disposal 5,816,838
Disposal price 33,378,174
Effective cash payment received 33,378,174
Cash payment received related to shareholder's loans and interests 375,263
Effective cash payment related to the disposal costs (147,046)
Cash and cash equivalents disposed (258,238)
33,348,153

The impacts of the above disposals in the income statement can be described as follows:

Date of disposal
Operational income 853,445
Operational costs (245,749)
Financial net income (192,870)
Earnings before taxes 414,826
Taxes (86,139)
Net income 328,687

The retail real estate company referred above owns a building which has remained in use by the group after the company's disposal through an operating lease agreement, with an initial term of 20 years (term extensions are possible).

9 TANGIBLE ASSETS

During the six months period ended 30 June 2010 and 2009, 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 2010 1,724,171,225 948,112,682 168,570,680 92,462,861 2,933,317,448
Acquisitions 7,038,099 520,422 1,014,659 85,817,094 94,390,274
Disposals of subsidiaries (Note 8) (31,096,814) (250,482) - - (31,347,296)
Disposals (14,794,374) (17,997,134) (4,838,139) (1,266,975) (38,896,622)
Exchange rate effect 21,382 145,890 121,456 - 288,728
Transfers 47,609,399 73,408,714 4,756,879 (127,875,777) (2,100,785)
Closing balance as at 30 June 2010 1,732,948,917 1,003,940,092 169,625,535 49,137,203 2,955,651,748
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2010 218,182,843 398,544,190 118,096,992 - 734,824,025
Depreciation and impairment losses 14,017,348 43,549,530 9,875,261 - 67,442,139
Disposals of subsidiaries (Note 8) (5,040,880) (68,612) - - (5,109,492)
Disposals (5,181,529) (15,074,097) (4,741,413) - (24,997,039)
Exchange rate effect 12,385 76,499 46,633 - 135,517
Transfers - (492,512) (348,127) - (840,639)
Closing balance as at 30 June 2010 221,990,167 426,534,998 122,929,346 - 771,454,511
Carrying amount
As at 30 June 2010 1,510,958,750 577,405,094 46,696,189 49,137,203 2,184,197,237
Tangible assets
Tangible Total
Land and Plant and assets Tangible
Buildings Machinery Others in progress Assets
Gross assets:
Opening balance as at 1 January 2009 1,496,938,520 717,639,990 150,509,335 195,762,509 2,560,850,354
Acquisitions 8,692,169 483,774 1,651,988 149,442,467 160,270,398
Acquisitions of subsidiaries 94,326,259 - - 51,140,432 145,466,691
Disposals (2,100) (8,355,813) (1,498,195) (935,336) (10,791,444)
Exchange rate effect 53,092 150,635 109,265 - 312,992
Transfers 20,397,242 108,900,548 9,655,867 (154,183,281) (15,229,624)
Closing balance as at 30 June 2009 1,620,405,182 818,819,134 160,428,260 241,226,791 2,840,879,367
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2009 192,480,780 340,961,819 103,106,486 - 636,549,085
Depreciation and impairment losses 12,398,930 34,772,390 10,446,591 - 57,617,911
Disposals (231) (7,347,290) (1,367,252) - (8,714,773)
Exchange rate effect 29,071 63,871 38,115 - 131,057
Transfers (91) (1,004,651) (628,470) - (1,633,212)
Closing balance as at 30 June 2009 204,908,459 367,446,139 111,595,470 - 683,950,068
Carrying amount
As at 30 June 2009 1,415,496,723 451,372,995 48,832,790 241,226,791 2,156,929,299
30 June 2010 30 June 2009
Refurbishment and expansion of stores in the retail
businesses located in Portugal
30,302,650 136,882,511
Refurbishment and expansion of stores in the retail
businesses located in Spain
1,690,378 10,280,126
Construction in progress in Maia (Business Park) 6,286,979 58,910,612
Projects of stores for which advance payments were
made
9,573,231 34,347,426
Others 1,283,966 806,116
49,137,203 241,226,791

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

10 INTANGIBLE ASSETS

During the six months period ended 30 June 2010 and 2009, movements in Intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:

Intangible assets
Intangible Total
Patents and other assets Intangible
similar rights Others in progress Assets
Gross assets
Opening balance as at 1 January 2010 100,024,071 154,435,898 11,463,185 265,923,154
Acquisitions 1,189,073 102,043 3,894,735 5,185,851
Disposals (426) (1,117,744) (2,156) (1,120,326)
Exchange rate effect - 26,019 - 26,019
Transfers (192,275) 3,194,448 (4,367,811) (1,365,638)
Closing balance as at 30 June 2010 101,020,443 156,640,664 10,987,953 268,649,060
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2010 11,122,066 92,480,785 - 103,602,851
Depreciation and impairment losses 1,783,900 8,220,724 - 10,004,624
Disposals (426) (1,024,642) - (1,025,068)
Exchange rate effect - 20,326 - 20,326
Transfers (22,231) (28) - (22,259)
Closing balance as at 30 de June 2010 12,883,309 99,697,165 - 112,580,474
Carrying amount
As at 30 de June 2010 88,137,134 56,943,499 10,987,953 156,068,586
Intangible Total
assets Intangible
similar rights Others in progress Assets
93,146,363 141,148,617 20,204,279 254,499,259
199,046 2,342 7,617,868 7,819,256
31,051 998 - 32,049
- (33,550) - (33,550)
- 26,997 - 26,997
805,395 1,944,920 (3,303,163) (552,848)
94,181,855 143,090,324 24,518,984 261,791,163
8,010,594 82,199,309 - 90,209,903
1,476,905 6,424,376 - 7,901,281
25,062 - - 25,062
- (2,496) - (2,496)
- 15,595 - 15,595
(47,020) (1,880) - (48,900)
9,465,541 88,634,904 - 98,100,445
84,716,314 54,455,420 24,518,984 163,690,718
Patents and other Intangible assets

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 2009).

11 GOODWILL

As at 30 June 2010 and 31 December 2009, goodwill is made up as follows:

30 June 2010 31 December 2009
Food based retail 404,760,044 404,754,156
Specialised retail 84,569,098 84,184,028
Investment management 20,884,949 20,884,949
Retail Real Estate 3,751,392 3,751,392
Others 6,310,513 6,310,513
520,275,996 519,885,038

During the period ended on 30 June 2010 and 31 December 2009, movements in goodwill, as well as in corresponding impairment losses, were made up as follows:

30 June 2010 31 December 2009
Gross value:
Opening balance 528,076,621 529,211,677
New companies in the consolidation perimeter - 2,297,794
Increases 390,958 -
Decreases - (3,432,850)
Closing balance 528,467,579 528,076,621
Accumulated impairment
losses:
Opening balance 8,191,583 8,191,583
Increases - -
Closing balance 8,191,583 8,191,583
Carrying amount: 520,275,996 519,885,038

12 OTHER INVESTMENTS

As at 30 June 2010 and 2009 movements in this caption can be detailed as follows:

30 June 2010 30 June 2009
Other investments:
Opening balance as at 1 January 57,294,670 60,956,595
Increases in the period 2,864,730 2,683,522
Decreases in the period - (10,780,843)
Closing balance as at 30 June 60,159,400 52,859,274
Accumulated impairment losses - -
60,159,400 52,859,274
Derivative financial instruments
Fair value as at 1 January 365,121 1,849,128
Acquisitions in the period - 128
Disposals in the period - (72,494)
Increase/(Decrease) in fair value 2,281,268 (1,776,634)
Fair value as at 30 June 2,646,389 128
Other Investments 62,805,789 52,859,402

Under the caption "Other financial investments" is recorded an amount of 45,119,240 euro (45,139,650 euro as of 30 June 2009) related to deposited amounts on an Escrow Account which are applied in investment funds with superior rating and guarantee contractual liabilities assumed by the Group which may arise from the sale of Sonae Distribuição Brasil, S.A. and for which provisions were recorded (Note 23).

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 this amount shall be entirely received up to 31 December 2010, and that there are legal means that may be operated so as to compel the buyer to authorize the return of the Escrow Account. If the negotiations currently under way do not succeed, it is the intention of the Board to make use of such legal means.

13 OTHERNON-CURRENTASSETS

As at 30 June 2010 and 31 December 2009, other non-current assets are detailed as follows:

30 June 2010 31 December 2009
Trade accounts receivable and other debtors
Bails 3,951,107 2,949,266
Legal deposits (Note 20) 931,968 819,480
4,883,075 3,768,746
Other non-current assets 564,620 567,810
5,447,695 4,336,556

14 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENTASSETS

As at 30 June 2010 and 31 December 2009, "Trade accounts receivable and other current assets" are made up as follows:

30 June 2010 31 December 2009
Trade accounts receivable 44,025,931 44,872,052
Taxes recoverable 32,472,634 28,379,704
Granted loans to related companies 7,975 1,008,193
Other debtors
Trade suppliers - debtor balances 80,078,100 70,708,453
Credit sales sold to third parties 1,429,180 1,275,849
Special regime for settlement of tax and social security debts 12,382,502 13,999,945
VAT recoverable on real estate assets 7,092,591 17,696,916
Accounts receivable from the disposal of tangible fixed assets 1,176,318 4,957,938
Advances on suppliers 10,200,000 14,642,280
Other debtors 17,369,097 21,044,317
129,727,788 144,325,698
Other current assets
Commercial Discounts 48,002,646 13,001,652
Interests to be received 1,704,819 1,674,227
Commissions to be received 1,368,476 1,640,164
Rents 4,626,049 3,916,650
Condominiums management fee's 1,725,336 1,702,948
Insurance premiums paid in advance 5,352,414 3,054,380
Other current assets 8,955,326 7,548,121
71,735,066 32,538,142
Accumulated impairment losses (Note 23) (23,758,710) (25,029,183)
254,210,683 226,094,606

15 DEFERREDTAX

Deferred tax assets and liabilities as at 30 June 2010 and 31 December 2009 are as follows, taking into consideration its temporary differences:

Deferred tax assets Deferred tax liabilities
30 June 2010 31 December 2009 30 June 2010 31 December 2009
Difference between fair value and acquisition cost 3,563,998 3,450,247 30,661,891 29,131,447
Harmonisation adjustments 115,602 29,142 52,779,546 47,638,444
Provisions and impairment losses not accepted for tax purposes 5,971,962 5,308,282 - -
Write-off of tangible and intangible assets 7,071,144 7,811,377 - -
Write-off of deferred costs - - 12,574 21,922
Valuation of hedging derivatives 1,267,378 1,622,203 737,293 96,757
Amortisation of Goodwill for tax purposes - - 17,450,040 13,960,032
Non taxed exchange differences - - - 928,553
Revaluation of tangible assets - - 2,100,837 2,129,663
Tax losses carried forward 78,525,399 72,114,888 - -
Reinvested capital gains/(losses) - - 1,422,818 2,102,270
Others 3,011,500 134,898 371,316 735,330
99,526,983 90,471,037 105,536,315 96,744,418

As at 30 June 2010, and 31 December 2009, 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 summarised as follows:

30 June 2010 31 December 2009
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses carried
forward
Deferred tax
assets
Time limit
With limited time use
Generated in 2004 372,453 93,113 2010 159,844 39,961 2010
Generated in 2005 297,248 74,312 2011 509,857 127,464 2011
Generated in 2006 - - 2012 - - 2012
Generated in 2007 3,500,266 875,067 2013 15,270,805 3,817,701 2013
Generated in 2008 3,551,911 887,978 2014 3,571,591 892,898 2014
Generated in 2009 10,166,757 2,541,689 2015 10,454,096 2,613,524 2015
Generated in 2010 3,738,627 934,705 2014 - -
21,627,262 5,406,864 29,966,194 7,491,549
Without limited time use - - 940,305 319,704
With a time limit different from the above
mentioned
243,728,449 73,118,535 214,345,452 64,303,636
243,728,449 73,118,535 215,285,757 64,623,339
265,355,711 78,525,399 245,251,950 72,114,888

As at 30 June 2010 and 31 December 2009, 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 2010 tax losses carried forward, have not originated deferred tax assets for prudential reasons. These may be summarized as follows:

30 June 2010 31 December 2009
Tax losses carried
forward
Deferred tax credit Time limit Tax losses carried
forward
Deferred tax
credit
Time limit
With limited time use
Generated in 2004 292,987 73,247 2010 292,987 73,247 2010
Generated in 2005 22,523 5,631 2011 22,523 5,631 2011
Generated in 2006 337,684 84,420 2012 337,684 84,420 2012
Generated in 2007 819,543 204,886 2013 819,543 204,886 2013
Generated in 2008 5,191,322 1,297,831 2014 5,191,322 1,297,831 2014
Generated in 2009 3,393,263 848,316 2015 3,391,900 847,975 2015
Generated in 2010 1,459,140 364,785 2014 - -
11,516,462 2,879,116 10,055,959 2,513,990
Without limited time use 10,358,333 3,521,833 5,871,991 1,996,477
With a time limit different from the above
mentioned
15,054,811 3,779,985 14,975,938 3,756,324
36,929,606 10,180,934 30,903,888 8,266,791

16 CASHANDCASHEQUIVALENTS

As at 30 June 2010 and 31 December 2009 cash and cash equivalents can be detailed as follows:

30 June 2010 31 December 2009
Cash at hand 6,082,648 6,120,299
Bank deposits 36,502,397 105,275,640
Treasury applications 12,668 11,128
Cash and cash equivalents on the balance sheet 42,597,713 111,407,067
Bank overdrafts (Note 18) (8,997,050) (23,065,285)
Cash and cash equivalents on the statement of cash
flows
33,600,663 88,341,782

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

17 SHARE CAPITAL

As at 30 June 2010, 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 2010, the subscribed share capital was held as follows:

Entity %
Sonae, SGPS, S.A. 82.48%
Sonae Investments, BV 17.52%

As at 30 June 2010, Efanor Investimentos S.G.P.S., S.A. and its subsidiaries held 52.98% of the share capital of Sonae, SGPS, S.A..

18 LOANS

As at 30 June 2010 and 31 December 2009, loans are made up as follows:

30 June 2010 31 December 2009
Outstanding amount Outstanding amount
Amount limit Current Non-Current Amount limit Current Non-Current
Bank loans
Sonae Investimentos, SGPS, SA - commercial paper 682,500,000 - 425,000,000 692,500,000 - 271,000,000
Continente Hipermercados, SA - commercial paper 30,000,000 - - 30,000,000 - -
Others 3,333,334 13,333,333 3,333,333 15,000,000
3,333,334 438,333,333 3,333,333 286,000,000
Bank overdrafts (Note 16) 8,997,050 - 23,065,285 -
Up-front fees beard with the issuance of loans (7,667) (85,300) (7,667) (105,107)
Bank loans 12,322,717 438,248,033 26,390,951 285,894,893
Bonds
Bonds Modelo Continente / 2003 - 82,000,000 - 82,000,000
Bonds Modelo Continente / 2005/2010 64,925,000 - 64,925,000 -
Bonds Modelo Continente / 2005/2012 - 150,000,000 - 150,000,000
Bonds Modelo Continente / 2007/2012 - 200,000,000 - 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
- 50,000,000 - 50,000,000
Up-front fees beard with the issuance of loans (3,644) (3,812,423) (25,511) (4,516,975)
Bonds 64,921,356 988,187,577 64,899,489 987,483,025
Other loans 24,953 189,252 33,466 198,853
Derivative instruments (Note 19) 6,620,596 - 7,902,322 -
Other loans 6,645,549 189,252 7,935,788 198,853
Obligations under finance leases 3,582,228 8,043,539 4,704,670 8,620,393
87,471,850 1,434,668,401 103,930,898 1,282,197,164

The interest rate at 30 June 2010 of bonds and loans was approximately 1.55% (1.65% on 31 December 2009). 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 19).

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

30 June 2010 31 December 2009
N+1 a) 80,862,565 96,061,754
N+2 302,682,344 95,469,679
N+3 175,563,724 370,883,410
N+4 202,268,554 205,263,112
N+5 399,052,177 255,078,237
After N+5 358,999,325 360,124,809
1,519,428,689 1,382,881,001

a) Includes the amounts used of the commercial paper programs.

The maturities above were estimated in accordance with the contractual terms of loans and contracts, which do not include financial covenants.

19 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 2010, 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 2010 31 December 2009
Assets (Note 12) 2,646,389 365,121
Liabilities (Note 18) (150,175) (79,039)
2,496,214 286,082

Gains or losses for the period arising from changes in the fair value of derivative financial instruments amounted (2,210,132) Euro (346,090 Euro at 30 June 2009) and were recorded directly in the income statement in the caption "Other expenses".

Interest rate derivatives

As at 30 June 2010, the financial instruments of interest rate used by the Group, essentially refer to "swaps" and zero cost collars in the case of liabilities. In accordance with the accounting policies adopted, these derivatives satisfy the requirements to be designated as hedging instruments of interest rate risk.

Its fair value amounts to:

30 June 2010 31 December 2009
Assets (Note 12) - -
Liabilities (Note 18) (6,470,422) (7,823,283)
(6,470,422) (7,823,283)

These interest rate derivatives are valued at fair value, at the balance sheet date, based on valuations performed by Sonae Investimentos using specific software and on external valuations when this software does not deal with specific instruments. The fair value of swaps was calculated, at the balance sheet date, based on the discounted cash flow of the difference between the fixed interest rate of the fixed leg and the indexed variable interest rate inherent to the variable leg.

Fair value of derivatives

The fair value of the derivatives is detailed as follows:

Assets Liabilities
30 June 2010 31 December 2009 30 June 2010 31 December 2009
Derivatives not qualified as hedging
Exchange rate 2,646,389 365,121 150,175 79,039
Interest rate - - - -
Hedging derivatives
Exchange rate - - - -
Interest rate - - 6,470,422 7,823,283
Interest and exchange rate - - - -
Other derivatives - - - -
2,646,389 365,121 6,620,597 7,902,322

20 OTHERNON-CURRENT LIABILITIES

As at 30 June 2010 and 31 December 2009, the caption "Other non-current liabilities" was made up as follows:

30 June 2010 31 December 2009
Shareholder loans 18,991,255 10,931,827
Tangible assets suppliers 1,262,500 1,287,500
Share based payments (Note 21) 1,973,046 2,069,462
Other non-current liabilities 976,591 858,717
Accruals and deferrals 1,011,400 1,075,422
Other non-current liabilities 24,214,792 16,222,928

As at 30 June 2010 and 31 December 2009, the caption "Other liabilities" refers mainly to the estimated amounts to fulfill the legal and tax obligations of a brazilian subsidiary which is considered appropriate to face future losses on lawsuits and for which legal deposits exist, which are recorded under the caption "Other non-current assets" (Note 13), with no defined maturity.

The amount payable related with Shareholder loans refers to a loan granted by a minority shareholder to a subsidiary which bears interests at market rates. The fair value of this loan is similar to its book value, with no defined maturity.

21 SHARE BASEDPAYMENT PLANS

In 2010 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 2010 and 31 December 2009 are made up as follows:

Grant Vesting Number of Fair value
year year participants 30 June 2010 31 December 2009
Shares
2007 2010 40 - 891,596
2008 2011 43 1,453,461 1,468,048
2009 2012 43 3,172,784 3,272,289
2010 2013 46 2,024,040 -
Total 6,650,285 5,631,933

As at 30 June 2010 and 31 December 2009 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 2010 31 December 2009
Staff costs 1,277,495 2,666,299
Recorded in previous years 1,870,950 294,759
3,148,445 2,961,058
Other non-current liabilities (Note 20) 1,973,046 2,069,462
Other current liabilities (Note 22) 1,175,399 891,596
3,148,445 2,961,058

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

22 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 June 2010 and 31 December 2009 the caption "Trade creditors and other current liabilities" can be detailed as follows:

30 June 2010 31 December 2009
Trade creditors 920,777,551 1,062,040,575
Taxes payable 43,033,742 65,634,240
Other creditors
Tangible asset suppliers 48,867,662 76,905,111
Related undertakings 854,936 100
Other debts 50,956,463 56,253,410
100,679,061 133,158,621
Other current liabilities
Staff costs 96,282,954 86,486,304
Interest payable 6,651,372 6,631,919
Marketing expenses 10,669,886 7,543,181
Other external supplies and services 27,022,500 27,026,280
Accrued income - rents 7,208,179 4,670,177
Real Estate Municipality tax 3,855,066 3,889,818
Share based payments (Note 21) 1,175,399 891,596
Others 17,706,153 7,396,212
170,571,509 144,535,487
1,235,061,863 1,405,368,923

The caption "Other debts" includes

  • 24,461,462 Euro (17,236,223 Euro as at 31 December 2009), of attributed discounts not yet used related with loyalty projects, referring to "Cartão Cliente" card;
  • 6,700,235 Euro (10,483,469 Euro as at 31 December 2009)) related to means of payments owned by clients as vouchers, gift cards and discount tickets.

23 PROVISIONSANDACCUMULATEDIMPAIRMENT LOSSES

Movements in "Provisions and impairment losses", for the six months period ended as at 30 June 2010 and 31 December 2009, were as follows:

Caption Balance as at
31 December 2009
Increase Decrease Balance as at
30 June 2010
Accumulated impairment losses on investments
(Note 7)
77,185 - (36,703) 40,482
Accumulated impairment losses on trade
accounts receivable (Note 14)
8,540,926 748,926 (3,449,680) 5,840,172
Accumulated impairment losses on other debtors
(Note 14)
16,488,257 2,999,227 (1,568,946) 17,918,538
Accumulated impairment losses on inventories 18,954,690 4,437,150 (2,764,668) 20,627,172
Non-current provisions 9,263,092 3,888,323 (60,825) 13,090,590
Current provisions 2,488,883 - (675,843) 1,813,040
55,813,033 12,073,626 (8,556,665) 59,329,995
Caption Balance as at
31 December 2008
Increase Decrease Balance as at
30 June 2009
Accumulated impairment losses on investments 13,159 - - 13,159
Accumulated impairment losses on trade
accounts receivable
12,717,269 573,877 (217,347) 13,073,799
Accumulated impairment losses on other debtors 12,140,408 2,095,997 (41,474) 14,194,931
Accumulated impairment losses on inventories 18,510,507 2,239,516 (5,341,407) 15,408,616
Non-current provisions 12,953,754 766,235 (2,172,351) 11,547,638
Current provisions 2,314,563 - (645,575) 1,668,988
58,649,660 5,675,625 (8,418,154) 55,907,131

The caption "Non-current provisions" includes 6,195,747 Euro (5,447,923 Euro as at 31 December 2009) 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.

24 CONTIGENTASSETS ANDLIABILITIES

As at 30 June 2010 and 31 December 2009, the major Contingent liabilities were guarantees given, which can be detailed as follows:

30 June 2010 31 December 2009
Guarantees given:
on tax claims 251,779,937 251,357,651
on municipal claims 7,608,846 8,998,481
guarantees provided by Sonae SGPS 66,536,193 -
Others 29,494,682 27,298,016
  • Includes guarantees amounting to 202,570,064 Euro (133,891,206 Euro as at 31 December 2009) and 111,415,934 Euro (111,279,306 Euro as at 31 December 2009) related to appeals against additional corporate Income Tax and VAT assessments, respectively.
  • Guarantees given to the taxation authorities for the purpose of suspension of tax claims.
  • Includes guarantees of 37,280 Euro (687,243 Euro as at 31 December 2009) related to VAT reimbursement requests.

During the period ended 31 December 2009, one of the subsidiaries of the Food based Retail segment has granted a guarantee in favour of the Portuguese Tax Administration, associated with a tax claim for VAT of 2004, amounting to EUR 30,260,721.33, for which the Company has presented an impugnation.

Additionally, Sonae Investimentos SGPS, SA has granted a guarantee on behalf of the subsidiary referred to above, amounting 46,893,361.33 euro in order to ensure an additional payment of VAT, related to the year of 2005. Sonae will present an appeal and believes, based on the opinion of its tax advisers, that the sentence will be favorable to the group.

A Retail segment company in Brazil granted a guarantee of approximately 33,547,318 Euro (74,078,784 Brazilian real), on a tax claim, which is being judged by a tax court (72,755,267 Brazilian real as at 31 December 2009).

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 unfavorable 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 2010, 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, amounts to near 40 million euro, including processes paid under recovery program Brazilian State taxes ("REFIS") in the amount of 23 million euro .

Furthermore, there are other tax lawsuits which total 45 million euro (42 million euro as at 31 December 2009) 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 recorded in order to face up to possible risks arising from these contingencies, as the Board of Directors believes that they will be solved without arising additional liabilities to the Group.

25 RELATEDPARTIES

Participated companies Other related parties (1)

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 June 2010 30 June 2009 30 June 2010 30 June 2009
Parent company 574,898 220,126 825 806,682
Jointly controlled companies 388,842 415,685 1,549,019 1,012,598
Associated companies 16,090,345 15,174,855 482,822 157,782
Participated companies 27,864,285 24,865,903 - -
Other related parties (1) 5,400,334 2,921,600 39,716,363 44,341,400
50,318,704 43,598,169 41,749,029 46,318,462
Interest income Interest expenses
Transactions 30 June 2010 30 June 2009 30 June 2010 30 June 2009
Parent company 324 - 346,443 136,710
Jointly controlled companies - 88,629 16 2,162
Associated companies - - - -
Participated companies - - - -
Other related parties (1) 9,397 - 261,613 159,409
9,721 88,629 608,072 298,281
Accounts receivable Accounts payable
Balances 30 June 2010 31 December 2009 30 June 2010 31 December 2009
Parent company 2,067,212 535,294 958,090 1,688,040
Jointly controlled companies 648,088 125,975 333,493 202,093
Associated companies 4,578,964 1,446,962 72,315 87,091
Participated companies 11,293,111 14,169,568 47,519 40,932
Other related parties (1) 8,637,945 10,493,463 38,318,975 32,646,869
27,225,320 26,771,262 39,730,392 34,665,025
Loans
Obtained Granted
Balances 30 June 2010 31 December 2009 30 June 2010 31 December 2009
Parent company - - - -
Jointly controlled companies - - - -
Associated companies - - - -

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.

        • 19,493,398 10,802,648 - 1,000,000 19,493,398 10,802,648 - 1,000,000

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

26 INCOME TAX

Income tax for the six months period ended on 30 June 2010 and 2009 is detailed as follows:

30 June 2010 30 June 2009
Current tax 11,137,150 7,846,595
Deferred tax (140,016) (7,200,565)
10,997,134 646,030

27 EARNINGS PER SHARE

Earnings per share for the six months period ended on 30 June 2010 and 2009 were calculated taking into consideration the following amounts:

30 June 2010 30 June 2009
Net profit
Net profit taken into consideration t
o calculate basic earnings per share
(consolidated profit for the period)
41,145,813 28,512,203
Effect of dilutive potential shares
Interests related to convertible bonds (net of tax)
-
-
-
-
Net profit taken into consideration to calculate diluted earnings per share 41,145,813 28,512,203
Number of shares
Weighted average number of shares used t
o calculate basic earnings per
share
1,000,000,000 1,000,000,000
Effect of dilutive potential ordinary shares from convertible bonds - -
Weighted average number of shares used to calculate diluted earnings per
share
1,000,000,000 1,000,000,000
Earnings per share (basic and diluted) 0.041146 0.028512

On 30 June 2010 and 2009 there is no dilutive effect on the number of shares outstanding.

28 DIVIDENDS

In the Shareholders Annual General Meeting held on 26 April 2010, the payment of a gross dividend of 0.07 euro per share (0.085 euro per share in 2009) corresponding to a total of 70,000,000 euro (85,000,000 at 2009) was approved.

29 SEGMENT INFORMATION

Food based Retail Specialised Retail Investment
Management
Retail Real Estate Eliminations and
adjustments
Total
30 June 2010
Turnover 1,586,766,253 554,480,678 80,211,472 64,195,245 (59,839,540) 2,225,814,108
Ex-Fuel 1,517,409,731 554,480,678 80,211,472 64,195,245 (59,839,540) 2,156,457,586
Fuel 69,356,522 - - - - 69,356,522
EBITDA 78,980,683 7,245,252 589,924 67,074,577 (248,087) 153,642,349
EBIT 39,265,427 (14,078,392) (1,426,557) 51,078,946 73,823 74,913,247
Invested capital 531,710,792 369,550,702 77,284,366 1,488,435,042 (9,975,269) 2,457,005,633
Sales area [000 m2
]
531 327 65 - - 923
Food based Retail Specialised Retail Investment
Management
Retail Real Estate Eliminations and
adjustments
Total
30 June 2009
Turnover 1,490,745,621 473,094,205 82,525,874 59,914,108 (58,361,772) 2,047,918,036
Ex-Fuel 1,428,157,957 473,094,205 82,525,874 59,914,108 (58,361,772) 1,985,330,372
Fuel 62,587,664 - - - - 62,587,664
EBITDA 69,263,055 1,996,767 (1,364,366) 56,826,389 - 126,721,845
EBIT (14,318,655) (3,589,737) 43,997,278 - 59,810,014
33,721,128
Invested capital 566,549,512 308,111,757 83,565,056 1,512,208,199 - 2,470,434,524

The contribution of the main segments for the six months period ended on 30 June 2010 and 2009 can be detailed as follows:

Food based retail

Includes the contribution of Group's activity related with the insignias of food based retail (Continente, Modelo, Bom Bocado, Área Saúde and Book.it) and fuels (which is operated under the brand Continente).

Specialized Retail

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

Investment Management

Includes the Group's activity associated with Maxmat and travel agencies.

Retail Real Estate

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

Elimination and adjustments

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

Operational Cash-flow (EBITDA)

Turnover + Investment income+ Other income – Negative Goodwill – Reversal of impairment losses – Operational costs

Capital employed

Gross real estate assets + other fixed assets (including Goodwill) - amortisations and impairment losses + financial investments + working capital

30 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 25 August 2010.

Matosinhos, 25 August 2010

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 BALANCE SHEETS AS AT 30 JUNE 2010 AND 2009 AND AS AT 31 DECEMBER 2009

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

(Amounts expressed in euro)

NON-CURRENT ASSETS:
Tangible assets
Intangible assets
Investments
4
2,722,681,845
Deferred tax assets
5
Other non-current assets
6
1,350,893,032
Total Non-Current Assets
4,074,970,236
CURRENT ASSETS:
Trade accounts receivable and other current assets
7
311,623,578
Cash and cash equivalents
8
Total Current Assets
30.June.2010
30.June.2009
31.December.2009
1,990
3,637
2,786
166,788
8,263
7,160
2,345,770,104 2,349,634,766
1,226,581
3,105,500
1,736,158
1,159,661,488 1,000,150,633
3,508,548,992 3,351,531,503
368,140,096 322,687,037
687,473
2,375,197
51,973,423
312,311,051
370,515,293
374,660,460
TOTAL ASSETS
4,387,281,287
3,879,064,285 3,726,191,963
EQUITY AND LIABILITIES
EQUITY:
Share capital
9
1,000,000,000
1,000,000,000 1,000,000,000
Reserves and retained earnings
933,582,984
940,099,855 940,785,421
Profit for the period
368,378,456
2,922,066 61,758,365
TOTAL EQUITY
2,301,961,440
1,943,021,921 2,002,543,786
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans
1
0
1,426,435,610
1,421,173,225 1,273,377,918
Deferred tax liabilities
5
1,403
1,448
1,379
Total Non-Current Liabilities
1,426,437,013
1,421,174,673 1,273,379,297
CURRENT LIABILITIES:
Loans
1
0
73,246,622
176,355,298
68,686,914
Trade creditors and other current liabilities
1
1
585,636,212
Total Current Liabilities
338,512,393
381,581,966
TOTAL EQUITY AND LIABILITIES
4,387,281,287
658,882,834
514,867,691
450,268,880

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

CONDENSED INDIVIDUAL INCOME STATEMENTS FOR THE PERIODS ENDED 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)
Notes nd Quarter 2010
2
(Unaudited)
nd Quarter 2009
2
(Unaudited)
30.June.2010 30.June.2009
Services rendered 417,569 394,395 807,187 791,797
Gains or losses on investments 1
4
362,730,547 - 372,280,793 1,050,859
Financial income 1
5
8,551,644 23,453,721 15,928,673 40,870,365
Other income 139,285 272,314 1,002,408 1,637,016
External supplies and services (111,806) (322,469) (318,505) (860,095)
Staff costs 20,449 (352,060) (286,559) (587,150)
Depreciation and amortisation (833) (1,113) (1,884) (2,259)
Financial expenses 1
5
(11,026,618) (14,035,400) (20,692,374) (36,770,825)
Other expenses (212,699) (578,411) (1,689,279) (1,727,031)
Profit/(Loss) before taxation 360,507,538 8,830,977 367,030,460 4,402,677
Taxation 669,576 (2,877,408) 1,347,996 (1,480,611)
Profit/(Loss) after taxation 1
6
361,177,114 5,953,569 368,378,456 2,922,066
Earnings per share 0.3612 0.0060 0.3684 0.0029

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

CONDENSED INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED AT 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)

In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro)
Notes nd Quarter 2010
2
(Unaudited)
nd Quarter 2009
2
(Unaudited)
30.June.2010 30.June.2009
Net Profit / (Loss) for the period 1
6
361,177,114 5,953,569 368,378,456 2,922,066
Changes in hedging and fair value
reserves
768,932 812,888 1,039,198 (2,832,747)
Other comprehensive income for the period - (123,186) - 1,022,298
768,932 689,702 1,039,198 (1,810,449)
Total comprehensive income for the period 361,946,046 6,643,271 369,417,654 1,111,617

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

CONDENSED INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED AT 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)

Reserves and Retained Earnings

Reserves and Retained Earnings
Share Capital Legal Reserve Hedging Res
erve
Other Reserves
and Retained
Earnings
Total Reserves
and Retained
Earnings
Net Profit/(Loss) Total
Balance as at 1 January 2009 1,000,000,000 99,300,000 (3,316,342) 664,814,565 760,798,223 266,112,081 2,026,910,304
Total comprehensive income for the period - - (1,810,449) - (1,810,449) 2,922,066 1,111,617
Appropriation of profit of 2008:
Transfer to legal reserves and retained earnings
Dividends distributed
-
-
14,700,000
-
-
-
251,412,081
(85,000,000)
266,112,081
(85,000,000)
(266,112,081)
-
-
(85,000,000)
Balance as at 30 June 2009 1,000,000,000 114,000,000 (5,126,791) 831,226,646 940,099,855 2,922,066 1,943,021,921
Balance as at 1 January 2010 1,000,000,000 114,000,000 (4,441,225) 831,226,646 940,785,421 61,758,365 2,002,543,786
Total comprehensive income for the period - - 1,039,198 - 1,039,198 368,378,456 369,417,654
Appropriation of profit of 2009:
Transfer to legal reserves and retained earnings
Dividends distributed
-
-
3,087,918
-
-
-
58,670,447
(70,000,000)
61,758,365
(70,000,000)
(61,758,365)
-
-
(70,000,000)
Balance as at 30 June 2010 1,000,000,000 117,087,918 (3,402,027) 819,897,093 933,582,984 368,378,456 2,301,961,440

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

CONDENSED INDIVIDUAL CASH FLOW STATEMENTS FOR THE PERIODS ENDED 30 JUNE 2010 AND 2009

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

(Amounts expressed in euro)
Notes nd Quarter 2010
2
(Unaudited)
nd Quarter
2
2009(Unaudited)
30.June.2010 30.June.2009
OPERATING ACTIVITIES
Net cash flow from operating activities (1) (19,462,398) 7,238,698 (19,442,892) 7,495,610
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 4 1,117,589,417 - 1,147,994,417 -
Tangible and intangible assets 1
0
- 1
0
-
Interests and similar income 605,191 8,345,092 45,997,802 54,456,342
Dividends 10,447,148 440,859 10,447,148 440,859
Loans granted 347,945,940 745,228,412 877,509,784 1,129,774,412
1,476,587,706 754,014,363 2,081,949,161 1,184,671,613
Cash Payments arising from:
Investments 4 (600,305,000) (15,000,063) (1,128,305,000) (17,172,063)
Tangible and intangible assets (366) - (366) -
Loans granted (804,098,256) (582,267,577) (1,267,669,296) (1,075,325,620)
(1,404,403,622) (597,267,640) (2,395,974,662) (1,092,497,683)
Net cash used in investment activities (2) 72,184,084 156,746,723 (314,025,501) 92,173,930
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 2,152,677,486 3,986,572,533 4,148,739,131 6,332,136,033
2,152,677,486 3,986,572,533 4,148,739,131 6,332,136,033
Cash Payments arising from:
Loans obtained (2,134,522,743) (4,050,065,923) (3,784,328,410) (6,348,538,723)
Interests and similar charges (4,722,280) (12,510,254) (16,766,119) (45,871,456)
Dividends (70,000,000) (85,000,000) (70,000,000) (85,000,000)
(2,209,245,023) (4,147,576,177) (3,871,094,529) (6,479,410,179)
Net cash used in financing activities (3) (56,567,537) (161,003,644) 277,644,602 (147,274,146)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (3,845,851) 2,981,777 (55,823,791) (47,604,606)
Cash and cash equivalents at the beginning of the period (466,277) (636,212) 51,511,663 49,950,171
Cash and cash equivalents at the end of the period 8 (4,312,128) 2,345,565 (4,312,128) 2,345,565
The accompanying notes are part of these condensed individual financial statements. The Board of Directors
47

NOTES TO THE CONDENSED INDIVIDUAL FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2010

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

(Amounts expressed in euro)

1 INTRODUCTION

SONAE Investimentos, SGPS, SA, "the Company" or "Sonae Investimentos", is a Portuguese corporation, whose head office is in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Matosinhos, Portugal.

Its main activity is the management of investments (Note 4).

2 BASIS OF PREPARATION

The interim condensed 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 followed in the preparation of the annual financial statements for the year ended 31 December 2009.

4 INVESTMENTS

As at 30 June 2010 and 31 December 2009, the detail of investments is as follows:

30.June.2010 31.December.2009
Company % held Final balance % held Final balance
Azulino - Imobiliária, SA 100.00% 498,025 100.00% 498,025
Bertimóvel - Sociedade Imobiliária, SA 100.00% 1,845,000 100.00% 1,845,000
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
Contibomba - Comércio e Distribuição de Combustíveis, SA 100.00% 452,000 100.00% 452,000
Contimobe - Imobiliária Castelo Paiva, SA 100.00% 231,318,722 100.00% 231,318,722
Cumulativa - Sociedade Imobiliária, SA 100.00% 2,315,191 100.00% 2,285,191
Difusão - Sociedade Imobiliária, SA - - 100.00% 50,000
Edições Book.it - SA - - 100.00% 1,000,000
Farmácia Selecção, SA 89.00% 89,000 89.00% 89,000
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 100.00% 158,410,389 100.00% 158,410,389
Igimo - Sociedade Imobiliária, SA 100.00% 220,000 100.00% 220,000
Iginha - Sociedade imobiliária, SA 100.00% 1,259,000 100.00% 959,000
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% 799,940 100.00% 799,940
Imoresultado - Sociedade Imobiliária, SA 100.00% 109,736 100.00% 109,736
Imosistema - Sociedade Imobiliária, SA 100.00% 280,000 100.00% 280,000
Marcas MC, ZRT 100.00% 72,784,761 100.00% 72,784,761
MJLF - Empreendimetos Imobiliários, SA 100.00% 1,809,397 100.00% 1,809,397
Modelo Continente Hipermercados, SA - - 56.00% 284,190,240
Modelo Continente Seguros - Sociedade de Mediação, Lda 75.00% 3,161,250 75.00% 3,161,250
Modelo.Com - Vendas por Correspondência, SA 100.00% 12,637,016 100.00% 12,637,016
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% 1,488,379
Sempre à Mão - Sociedade Imobiliária, SA 100.00% 1,530,558 100.00% 1,530,558
Sempre a Postos - Produtos Alimentares e Utilidades, Lda 25.00% 249,399 25.00% 249,399
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% 23,334,858 37.00% 23,334,858
Sonae Center Serviços II, SA 100.00% 58,032,319 100.00% 50,000
Sonae MC - Modelo Continente, SGPS, SA 100.00% 600,000,000 100.00% 50,000
Sonae Retalho España, SA 100.00% 2,549,831 100.00% 2,549,831
Sonaegest - Soc. Gest. de Fundos de Investimentos, SA 20.00% 159,615 20.00% 159,615
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
Sontária - Empreendimentos Imobiliários, SA 100.00% 10,600,000 100.00% 10,600,000
Sonvecap, BV 100.00% 3,000,000 100.00% 3,000,000
Tlantic Portugal - Sistemas de Informação, SA 100.00% 443,316 100.00% 443,316
Todos os Dias - Comércio Ret. e Expl. de Centros Comerciais, SA 100.00% 1,180,000 100.00% 1,180,000
Valor N, SA 100.00% 2,087,315 100.00% 2,087,315
2,768,550,342 2,395,503,263
Impairment of investments (45,868,497) (45,868,497)
2,722,681,845 2,349,634,766

During the period Sonae Investimentos disposed of the following subsidiaries: Modelo Continente Hipermercados, SA, Edições Book.it, SA and Difusão – Sociedade Imobiliária, SA (Note 14).

During the period Sonae Investimentos fully subscribed a share capital increase of its subsidiary Sonae MC – Modelo Continente, SGPS, SA. Additionally, part of Modelo Continente Hipermercados, SA acquisition cost was allocated to Sonae Center Serviços II, SA following the demerger of Modelo Continente Hipermercados, SA into Sonae Center Serviços II, SA.

5 DEFERRED TAX

Deferred tax assets and liabilities as of 30 June 2010 and 31 December 2009, taking into consideration the temporary differences that generated them, can be detailed as follows:

Assets
30.June.2010 31.December.2009
Derivatives 1,226,581 1,601,258
Impairment losses of assets not accepted for tax purposes - 134,900
1,226,581 1,736,158
Liabilities
30.June.2010 31.December.2009
Differences betw
een amortisations for accounting and tax
purposes
1,403 1,379
1,403 1,379

6 OTHER NON-CURRENT ASSETS

As at 30 June 2010 and 31 December 2009 other non-current assets are detailed as follows (Note 19):

30.June.2010 31.December.2009
Loans granted to group companies 1,350,893,032 1,000,150,633

These loans bear interests at usual market rates and do not have a defined maturity.

7 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 June 2010 and 31 December 2009 trade account receivables and other current assets are detailed as follows:

30.June.2010 31.December.2009
Trade accounts receivable 126,793 1,319,180
Group companies 285,828,771 310,119,510
Other debtors 5,639,195 6,242,723
Taxes recoverable 758,311 668,567
Other current assets 19,270,508 4,337,057
311,623,578 322,687,037

The heading group companies includes: (i) the amount of 252,020,000 euro (157,125,888 euro in 31 December 2009) related to short term loans to group companies (Note 19); (ii) the amount of 52,835 euro related to interests receivable (44,472,734 euro in 31 December 2009) (iii) the amount of 33,755,936 euro (21,753,472 euro in 31 December 2009) related to income tax calculated by group companies taxed in accordance with the Special Regime for Taxing Group Companies.

The heading other debtors includes 5,113,681 euro (5,214,780 euro in 31 December 2009), 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 interests, from loans granted to group companies.

8 CASH AND CASH EQUIVALENTS

As at 30 June 2010 and 31 December 2009 cash and cash equivalents are detailed as follows:

30.June.2010 31.December.2009
Cash 505 813
Bank deposits 686,968 51,972,610
Cash and cash equivalents on the balance sheet 687,473 51,973,423
Bank overdrafts (Note 10) (4,999,601) (461,760)
Cash and cash equivalents on the cash flow
statement (4,312,128) 51,511,663

Bank overdrafts are recorded in the balance sheet under the caption "Current loans" (Note 10).

9 SHARE CAPITAL

As at 30 June 2010 and 31 December 2009, the share capital, which is fully subscribed and paid for, is made up of 1,000,000,000 ordinary shares with a nominal value of 1 euro each.

As at 30 June 2010 and 31 December 2009, the share capital was held as follows:

30.June.2010 31.December.2009
Sonae, SGPS, SA 82.48% 82.48%
Sonae Investments BV 17.52% 17.52%

10 LOANS

As at 30 June 2010 and 31 December 2009 loans are made up as follows:

30.June.2010 31.December.2009
Nominal value of bond loans 992,000,000 992,000,000
Up-front fees not yet charged to income statement (3,812,423) (4,516,975)
Bond loans 988,187,577 987,483,025
Commercial paper 425,000,000 271,000,000
Other bank loans 13,333,333 15,000,000
Up-front fees not yet charged to income statement (85,300) (105,107)
Bank loans 438,248,033 285,894,893
Non current loans 1,426,435,610 1,273,377,918
Nominal value of bond loans 64,925,000 64,925,000
Up-front fees not yet charged to income statement (3,644) (25,511)
Bond loans 64,921,356 64,899,489
Other bank loans 3,333,333 3,333,333
Up-front fees not yet charged to income statement (7,668) (7,668)
Bank overdrafts (Note 8) 4,999,601 461,760
Bank loans 8,325,266 3,787,425
Current loans 73,246,622 68,686,914

Non-current loans

Bonds Modelo Continente 2003 amounting to 82,000,000 euro, repayable after 8 years, in one installment, on 15 October 2011. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly.

Bonds Modelo Continente 2005/2012 amounting to 150,000,000 euro, repayable after 7 years, in one installment, on 2 August 2012. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 10th , 11 th , 12 th and 13th coupons.

Bonds Modelo Continente 2007/2012 amounting to 200,000,000 euro, repayable after 5 years, in one installment, on 30 April 2012. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly.

Bonds Sonae Distribuição 2007/2015 amounting to 200,000,000 euro, repayable after 8 years, in one installment, on 10 August 2015. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 10th , 12 th and 14th coupons.

Bonds Sonae Distribuição September 2007/2015 amounting to 310,000,000 euro, repayable in two installments of 50% each, on 10 September 2013 and 10 September 2015. Interest rate is variable, indexed to Euribor 6 months, with interest paid halfyearly. The company has the option to make whole or partial reimbursements, with no extra cost, on the date of the 10th , 11 th , 12 th , 13 th , 14 th and 15th coupons.

Bonds Sonae Distribuição 2009/2014 amounting to 50,000,000 euro, repayable in 6 half yearly successive according to the redemption plan as follows: i) 8,000,000 euro, on the 5th, 6th , 7 th, 8th and 9th interest payment date; ii) 10,000,000 euro, on the 10th interest payment date. Interest rate is variable, indexed to Euribor 6 months, with interest paid half-yearly.

Commercial paper programs are committed by financial institutions for a period of 4 years.

As the Company intends to keep these loans for a period superior to one year, those were classified as non-current.

Current loans

The Bonds Modelo Continente 2005/2010, amounting to 64,925,000 euro, have already been partially repaid, and are repayable at 3 August 2010. Interest rate is variable, indexed to Euribor 6 months, with interests paid half-yearly.

The interest rate as at 30 June 2010 of the bonds and bank loans was, on average, 1.55% (1.65% as at 31 December 2009).

11 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 June 2010 and 31 December 2009, trade creditors and other current liabilities are detailed as follows:

30.June.2010 31.December.2009
Trade accounts payable 3,275 261,857
Group companies 560,314,442 342,971,182
Other accounts payable 502,271 8,151
Tax and contributions payable 7,534,085 21,559,067
Derivativies 6,470,421 7,823,283
Other current liabilities 10,811,718 8,958,426
585,636,212 381,581,966

The heading group companies includes: (i) the amount of 550,155,766 euro (338,078,379 euro as at 31 December 2009) related to short term loans from group companies (Note 19); (ii) the amount of 9,925,546 euro (4,659,673 euro as at 31 December 2009) related to income tax computed by the group companies taxed in accordance with the Special Regime for Taxing Groups of Companies; (iii) the amount of 233,130 euro (same amount as at 31 December 2009) related with the request for reimbursement claim of the 2003 special payment on account of income tax paid by the companies taxed according with the Special Regime for Taxing Groups of Companies.

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

12 CONTINGENT ASSETS AND LIABILITIES

As at 30 June 2010 and 31 December 2009, contingent assets and liabilities are detailed as follows:

30.June.2010 31.December.2009
Guarantees rendered:
related to tax claims aw
aiting outcome
(a) 162,150,255 95,643,815
related to local and municipal claims aw
aiting outcome
289,380 289,380
others 10,761,324 10,761,324
Guarantees given in favour of a subsidiary (b) 46,992,246 46,893,361

a) Includes the amount of 160,162,874 euro (93,656,434 euro as at 31 December 2009) referring to corporate income tax claims awaiting outcome and the amount of 1,985,386 euro (same amount as at 31 December 2009) 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.

13 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

30.June.2010 30.June.2009
Transactions:
Group companies 499,998 499,998
Associated companies 307,189 291,799
Services rended 807,187 791,797
Group companies 5,000 5,001
Jointly controlled companies - 6,938
Other related parties 23,016 5,540
Purchases and services obtained 28,016 17,479
Parent company 545 -
Group companies 439,315 1,335,870
Other income 439,860 1,335,870
Parent company 324 -
Group companies 15,809,256 39,880,410
Jointly controlled companies 75,179 177,258
Interest income 15,884,759 40,057,668
Parent company 346,443 137
Group companies 3,702,641 8,274,027
Jointly controlled companies 33 4,324
Interest expenses 4,049,117 8,278,488
Group companies 9,550,246 1,050,859
Associated companies 896,902 -
Dividend income 10,447,148 1,050,859
Group companies 934,525,000 11,000
Disposal of investements 934,525,000 11,000
Group companies 451,000,000 -
Acquisition companies 451,000,000 -
Balance: 30.June.2010 31.December.2009
Parent company 16,161 15,837
Group companies 50,207,255 154,762,925
Jointly controlled companies 75,179 111,531
Associated companies 181,920 165,716
Other related parties 192 192
Accounts receivable 50,480,707 155,056,201
Parent company 792,523 447,617
Group companies 13,674,836 6,597,394
Jointly controlled companies 600 9,678
Other related parties 21,622 142
Accounts payable 14,489,581 7,054,831
Group companies 1,599,663,032 1,151,916,978
Jointly controlled companies 3,250,000 5,359,543
Loans granted (Note 19) 1,602,913,032 1,157,276,521
Group companies 550,155,766 338,040,379
Jointly controlled companies - 38,000
Loans obtained (Note 19) 550,155,766 338,078,379

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

14 GAINS OR LOSSES ON INVESTMENTS

As at 30 June 2010 and 2009, investment income can be detailed as follows:

30.June.2010 30.June.2009
Dividends 10,447,148 1,050,859
Gains on disposal of investments 361,833,645 -
372,280,793 1,050,859

The amount recorded as gains on disposal of investments is related to the disposal of the companies Modelo Continente Hipermercados, SA (352,517,079 euro), Edições Book.it, SA (1,800,000 euro) and Difusão - Sociedade Imobiliária, SA (7,516,566 euros).

15 FINANCIAL INCOME / LOSSES

As at 30 June 2010, this caption includes the amount of 15,928,673 euro (40,870,365 euro as at 30 June 2009) related to receivable interests and the amount of 18,012,109 euro (35,504,961 euro as at 30 June 2009) related to payable interests.

16 EARNINGS PER SHARE

As at 30 June 2010 and 31 December 2009, earnings per share were calculated taking into consideration the following amounts:

30.June.2010 30.June.2009
Net Profit
Net profit taken into consideration to calculate basic
earnings per share (net profit for the period)
368,378,456 2,922,066
Net profit taken into consideration to calculate
diluted earnings per share
368,378,456 2,922,066
Number of shares
Weighted average number of shares used to calculate
basic earnings per share
1,000,000,000 1,000,000,000
Weighted average number of shares used to calculate
diluted earnings
1,000,000,000 1,000,000,000
per share
Earnings per share (basic and diluted)
0.3684 0.0029

17 DIVIDENDS

In the annual General Meeting held on 26 April 2010, have been attributed gross dividends of 0.07 euro per share (0.085 euro per share in 2009), corresponding to a total of 70,000,000 euro (85,000,000 euro in 2009).

18 APPROVAL OF FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 25 August 2010.

19 INFORMATION REQUIRED BY LAW

Decree-Law nr 318/94 art 5 nr 4

During the period ended 30 June 2010 shareholders' loan contracts were entered into with the following companies:

Soflorin, BV

Sonae MC – Modelo Continente, SGPS, SA

During the period ended 30 June 2010 short-term loan contracts were entered into with the following companies:

  • Canasta Empreendimentos Imobiliários, SA
  • Chão Verde Sociedade de Gestão Imobiliária, SA
  • Citorres Sociedade Imobiliária, SA
  • Contibomba Comércio e Distribuição de Combustíveis, SA
  • Cumulativa Sociedade Imobiliária, SA
  • Estevão Neves Hipermercados da Madeira, SA
  • Imomuro Sociedade Imobiliária, SA
  • MJLF Empreendimentos Imobiliários, SA
  • Pharmaconcept Actividades em Saúde, SA
  • Pharmacontinente Saúde e Higiene, SA
  • Raso SGPS, SA
  • Selifa Sociedade de Empreendimentos Imobiliários, SA
  • Sonae Center Serviços II, SA
  • Sonae MC Modelo Continente, SGPS, SA
  • Sonae Specialized Retail, SGPS, SA

As at 30 June 2010 amounts owed by affiliated undertakings can be summarized as follows:

Non-current (Note 6) and current (Note 7) granted loans

Company 30.June.2010
Azulino - Imobiliária, SA 3,929,388
BB Food Service, SA 1,725,000
Bertimóvel - Sociedade Imobiliária, SA 19,559,000
Canasta - Empreendimentos Imobiliários, SA 2,586,000
Chão Verde - Sociedade de Gestão Imobiliária, SA 64,000
Citorres - Sociedade Imobiliária, SA 3,425,000
Contibomba - Comércio e Distribuição de Combustíveis, SA 26,000
Contimobe - Imobiliária Castelo Paiva, SA 62,072,000
Continente Hipermercados, SA 142,854,000
Cumulativa - Sociedade Imobiliária, SA 2,769,000
Edições Book.it - SA 3,590,000
Farmácia Selecção, SA 2,850,000
Fozimo – Sociedade Imobiliária, SA 1,774,000
Fozmassimo - Sociedade Imobliária, SA 2,470,000
Good and Cheap - Comércio Retalhista, SA 15,099,000
Hipotética - Comércio Retalhista, SA 12,259,000
Igimo – Sociedade Imobiliária, SA 651,000
Iginha – Sociedade Imobiliária, SA 12,724,500
Imoconti – Sociedade Imobiliária, SA 16,304,659
Imoestrutura - Sociedade Imobiliária, SA 413,078
Imomuro - Sociedade Imobiliária, SA 4,133,897
Imoresultado – Sociedade Imobiliária, SA 442,000
Imosistema - Sociedade Imobiliária, SA 4,283,060
MJLF - Empreendimentos Imobiliários, SA 3,520,000
Modelo Continente Seguros - Sociedade de Mediação, Lda 2,987,250
Pharmaconcept - Actividades em Saúde, SA 56,000
Pharmacontinente - Saúde e Higiene, SA 11,946,000
Predicomercial - Promoção Imobiliária, SA 10,008,340
Raso, SGPS, SA 3,250,000
Selifa - Sociedade de Empreendimentos Imobiliários, SA 3,684,926
Sempre à Mão - Sociedade Imobiliária, SA 48,148,128
Sesagest - Projectos e Gestão Imobiliária, SA 32,034,348
Socijofra - Sociedade Imobiliária, SA 7,503,145
Sociloures - Sociedade Imobiliária, SA 27,742,118
Soflorin, BV 330,438,610
Sonae Center Serviços II, SA 9,230,000
Sonae MC - Modelo Continente, SGPS, SA 524,456,000
Sonae Retalho España, SA 200,046
Sonaerp - Retail Properties, SA 239,839,000
Sondis Imobiliária, SA 24,844,159
Sontária - Empreendimentos Imobiliários, SA 2,968,380
Tlantic Portugal - Sistemas de Informação, SA 40,000
Valor N, SA 4,013,000
1,602,913,032

As at 30 June 2010 amounts owed to affiliated undertakings can be summarized as follows:

Current obtained loans (Note 11)

Company 30.June.2010
Contibomba - Comércio e Distribuição de Combustíveis, SA 26,743
Chão Verde - Sociedade de Gestão Imobiliária, SA 2,971,023
Efanor - Design e Serviços, SA 2,876,000
Estevão Neves - Hipermercados da Madeira, SA 3,558,000
Modelo Continente Hipermercados, SA 137,760,000
Modelo Hiper - Imobiliária, SA 2,140,000
Modelo.Com - Vendas por Correspondência, SA 11,331,000
Solaris - Supermercados, SA 6,858,000
Sonae - Specialized Retail SGPS, SA 347,937,000
Todos os Dias - Comércio Ret. e Expl. de Centros Comerciais, SA 943,000
Worten - Equipamentos para o Lar, SA 33,755,000
550,155,766

The Board of Directors

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Nuno Manuel Moniz Trigoso Jordão

LIMITED REVIEW REPORT

LIMITED REVIEW REPORT PREPARED BY THE AUDITOR REGISTERED WITH CMVM ON HALF-YEAR FINANCIAL INFORMATION

(Translation of a report originally issued in Portuguese. In case of discrepancies the Portuguese version prevails)

Introduction

    1. In accordance with the Securities Market Code, we hereby present our Limited Review Report on the financial information of Sonae Investimentos SGPS, S.A. ("Company") for the half-year ended 30 June 2010 included in: the Report of the Board of Directors, the Condensed Consolidated and Condensed Individual Balance Sheets (that reflect a total assets of 3,921,040,915 Euro and 4,387,281,287 Euro, respectively, and a Consolidated and Individual equity of 1,019,184,064 Euro and 2,301,961,440 Euro respectively, including a consolidated net profit attributable to the Company's equity holders of 41,145,813 Euro and a individual net profit of 368,378,456 Euro), the Condensed Consolidated and Condensed Individual Statements of Profit and loss, Comprehensive Income, Changes in equity and Cash flows for the half-year then ended and the related notes.
    1. The amounts in the consolidated and individual financial statements, as well as the additional financial information, are in accordance with the accounting records of the companies included on consolidation, adjusted in the consolidation process to be in compliance with International Financial Reporting Standards as adopted by the European Union.

Responsibilities

    1. The Company's Board of Directors is responsible for: (i) the preparation of Consolidated and Individual financial information that present a true and fair view of the financial position of the Company and of the companies included in the consolidation and the consolidated and individual results of their operations, comprehensive income , changes in equity and cash flows; (ii) the preparation of historical financial statements in accordance with International Financial Reporting Standards as adopted by the European Union for the purposes of interim financial reporting (IAS 34) and that is complete, true, timely, clear, objective and licit, as required by the Securities Market Code; (iii) the adoption of adequate accounting policies and criteria; (iv) the maintenance of an appropriate internal control system; and (v) informing any significant facts that have influenced its operations and the operations of the companies included on consolidation, its financial position, comprehensive income or results.
    1. Our responsibility is to review the financial information contained in the above mentioned documents, namely verifying that, in all material respects, the information is complete, true, timely, clear, objective and licit, as required by the Securities Market Code, and to issue a moderate assurance, professional and independent report on that financial information based on our work.

Scope

  1. The objective of our work was to obtain moderate assurance as to whether the above mentioned financial information is free of material misstatement. Our work was performed in accordance with the Auditing Standards issued by the Portuguese Institute of Statutory Auditors, was planned in accordance with that objective, and consisted essentially of enquiries and analytical procedures with the objective of reviewing: (i) the reliability of the assertions included in the financial information; (ii) the adequacy of the accounting principles used, taking into consideration the circumstances and the consistency of their application; (iii) the applicability, or not, of the going concern concept; (iv) the presentation of the financial information; and (v) whether, in all material respects, the consolidated and individual financial information is complete, true, timely, clear, objective and licit as required by the Securities Market Code.

    1. Our work also included verifying that the consolidated and individual financial information included in the Report of the Board of Directors is consistent with the other above mentioned financial information.
    1. We believe that our work provides a reasonable basis for issuing the present limited review report on the half-year financial information.

Opinion

  1. Based on our work, which was performed with the objective of obtaining moderate assurance, nothing came to our attention that leads us to believe that the consolidated and individual financial information for the half-year ended 30 June 2010 referred to in paragraph 1 above of Sonae Investimentos, S.G.P.S., S.A. is not exempt from material misstatement that affects its conformity with International Financial Reporting Standards as adopted by the European Union for the purposes of interim financial reporting (IAS 34) and that, in terms of the definitions included in the Auditing Standards referred to in paragraph 5 above, it is not complete, true, timely, clear, objective and licit.

Porto, 25 August 2010

Deloitte & Associados, SROC S.A. Represented by António Manuel Martins Amaral

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