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Sonaecom SGPS

Interim / Quarterly Report Aug 29, 2008

1921_ir_2008-08-29_a1f4bc74-1b86-420c-bbdb-88276c33538e.pdf

Interim / Quarterly Report

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CONSOLIDATED MANAGEMENT REPORT & ACCOUNTS

First Half 2008

Table of Contents

1.
Message from Ângelo Paupério, CEO of Sonaecom 2
2.
First Half Highlights 4
3.
Consolidated Results 5
3.1. Consolidated Income Statement 5
3.2. Consolidated Balance Sheet 8
4.
Telecommunications 11
4.1. Mobile Business 11
4.1.1. Operational Data 11
4.1.2. Financial Data 12
4.2. Wireline Business 13
4.2.1. Operational Data 13
4.2.2. Financial Data 15
5.
Software and Systems Information (SSI) 16
5.1. Operational Data 16
5.2. Financial Data 17
6.
Público 18
6.1. Operational Data 18
6.2. Financial Data 19
7.
Sonaecom SGPS individual results 20
8.
Main Regulatory Developments 22
9.
Main Corporate Developments and Subsequent Events 24
10. Corporate Governance 25
11. Article 447, 448 and qualified holdings 26
12. Declaration for the purpose of Article 245 of CVM (Portuguese Securities Code) 29
13. Financial Information 30
13.1. Sonaecom consolidated financial statements 30
13.2. Notes to the Sonaecom consolidated financial statements 37
13.3. Sonaecom individual financial statements 83
13.4. Notes to the Sonaecom individual financial statements 89
13.5. External Auditor Report 123

Notes:

(i) The Consolidated Financial Information contained in this report as of 30 June 2008 is subject to limited review procedures and has been prepared in accordance with International Financial Reporting Standards ("IAS/IFRS") issued by the International Accounting Standards Board ("IASB"), as adopted by the European Union.

1. Message from Ângelo Paupério, CEO of Sonaecom

The first half of 2008 has highlighted the significant competitive pressures that the Portuguese telecoms market is under, with all of the main operators already active in, or planning to enter, all key segments of the market. The semester saw aggressive promotions extended throughout the period and new price points introduced in the market by our competitors, across fixed voice, broadband and TV services including the announcement of the launch of a third satellite TV platform. These developments are occurring at a time when the confidence of Portuguese consumers and businesses is deteriorating and are likely to negatively impact the telecoms market as a whole.

The ambitious investment plan that we announced for 2008, aimed at stimulating growth and enhancing our future competitive market position, is now well under way and clear progress has been made during the 1H08 to achieve this. This is true not only in terms of the customer and top-line growth achieved in our businesses, but also with the way the organization has responded to tougher competitive market dynamics, by introducing innovative products and services, by anticipating and focusing on specific segment opportunities and by leveraging on our integrated structure that has enhanced our approach to the market.

In response to this market environment, we have had very active first half during which we implemented a number of important commercial initiatives:

  • Optimus rebranding, with the launch of a totally new brand and corporate image;
  • the launch of an innovative offer aimed at the youth market ("TAG"), which introduces, for the first time, unlimited communications among closed user groups at a attractive flat fees;
  • introduction of BlackBerry and the iPhone in our range of mobile products ;
  • the reinforcement of our mobile broadband offer recently ranked the best in Portugal by a specialised magazine - with an innovative bundle of PC + Modem;
  • launch of a new entry level broadband ADSL offer at 4Mbs and a free upgrade for existing customers with the previous 2Mbs offer to 6Mbs speeds;
  • reinforcement of our IPTV offer by adding new broadcast channels and new functionalities;
  • replacement of our wireline customers' set-top boxes, for free, offering one of the most advanced equipments available in the market, which will allow for the improvement of image and sound quality, as well as the rendering of HDTV;
  • change of corporate identity and image of WeDo to "WeDo Technologies", a reflection of its expansion and the consolidation of the acquired companies, bringing all assets under one single brand;
  • Mainroad becoming the first SAP Hosting Partner in Portugal and ranking second in the category of "Best Disaster Recovery Provider" in the recent Data Centres Europe Awards 2008 contest; and
  • campaigns implemented by Público, associated with its 18th anniversary, including special editions, the recirculation of the first edition and the launch of a new Saturday supplement.

Consistent with our investment priorities announced to the market, the material top line growth achieved in our businesses in the 1H08 has not translated into higher consolidated profitability as a result of the expected costs associated with our growth efforts, including the costs of our commercial initiatives, the integration costs associated with the acquisitions made last year; and the increase in competitiveness in the market. I would like to highlight the following in relation to our performance indicators:

  • Material y.o.y. growth in mobile customers (+11.5%);
  • Growth of direct wireline accesses by 55.2% y.o.y (a material like-for-like increase of 19.6%). In 1H08, direct accesses increased by approximately 12 thousand (reaching 522.5 thousand accesses), despite the higher level of market competition;
  • Significant growth of consolidated customer revenues, up by 20.9% (or 8.4% on a like-for-like basis);
  • Consolidated EBITDA margin deteriorated by 3.3pp against last year due to the negative impact of lower roaming revenues; competitive pressure on ARPUs; and the substantial investment in marketing and sales at our Telco business, that has already begun to have a positive impact on our mobile residential subscribers' growth;
  • Substantial increase of EBITDA at our Wireline Business, more than four times the amount generated in 1H07 and reaching a 2.7% margin in 1H08;

  • Significant y.o.y. top-line growth at our SSI Business Unit (+66%), both in terms of product sales and service revenues, accompanied by a positive quarterly evolution in terms of EBITDA margin;

  • A 20% reduction of EBITDA losses at Público, as a reflection of the efforts to increase circulation and advertising, while continuously managing its cost structure.

Following the merger of our mobile and wireline companies back in November 2007, we have integrated the marketing and commercial teams at the beginning of the year and, during the 2Q08, we have taken the integration process of our Telco business unit one step further by announcing that the Optimus brand would now be used for all our corporate and SME activities, including both our mobile and wireline services.

The integration (in terms of network and systems) of the ONI and Tele2 customer base in our Wireline business, and of Cape and Praesidium, in relation to SSI, is now mostly complete. These efforts are expected to have a progressively positive impact on costs during 2H08 with the implementation of measures aimed at achieving the expected cost synergies.

As regards regulatory matters, during the whole of the 1H08, our mobile business continued to have significant imbalances of mobile termination charges in favour of our larger competitors as Anacom's final decision in relation to MTRs will be effective only as from 15 July. The final outcome of this long process is broadly welcomed by Sonaecom, notwithstanding the fact that the decision was delayed so long and that, contrary to expectations, the new rates will not be applied retroactively. The final resolution will, as we had previously stated, contribute to fostering greater competition in the Portuguese mobile sector and will allow for a clearer regulatory framework for the remainder of 2008 and 2009. However, there are still a number of important regulatory decisions to be taken in the coming quarters, including the framework for the deployment of NGNs in Portugal, which, in conjunction with the current consultation on the assessment of the competition conditions in the broadband market, will be a clear determinant of the future success of the wireline sector liberalisation process and an opportunity for promoting efficient investments in the country.

In February we announced a three year, 240 million euros investment plan for the deployment of a Next Generation Fibre Network, with a targeted coverage of over 1 million homes and approximately 25% of the Portuguese population. Our fibre plan is aimed at building the most advanced telecommunications network in Portugal. As part of this plan, we have proposed an 'open access' policy for the fibre access network aimed at all interested national operators, aligning with regulatory recommendations and best practices in Europe. During 1H08, clear progress has been achieved, with four pilot schemes up and running, several thousand homes already passed, a few hundred trial customers and with a positive experience obtained in terms of home-networking. The feedback we are receiving from the customers that are currently testing the services is extremely positive, both in terms of their broadband and TV experience. The commercial launch of our 3-play offers under this new, state-of-the-art and fully independent network is forecasted for the 2H08.

Based on our 1H08 results and given the regulatory framework finally determined by Anacom in July for MTRs effective as from 15 July, and notwithstanding the current competitive environment, we currently believe we should be able to achieve, in broad terms, the FY08 guidance given to the market at the beginning of the year, adjusting our EBITDA guidance for the impact of the delay in implementing this decision.

2. First Half Highlights

During 1H08, Sonaecom was able to sustain the high level of growth in customers and customer revenues achieved in the last few quarters. This growth was achieved, despite the increased level of competition, supported not only by the planned investment in our brands, network and distribution channels, but also as a result of the continuous launch of new products and services.

Operational Highlights

OPERATING KPI's 1H07 1H08 y.o.y
Mobile Business
Customers (EOP) ('000) 2,673.9 2,982.1 11.5%
Active Customers (1) 2,134.8 2,308.2 8.1%
Data as % Service Revenues 16.5% 20.9% 4.4pp
MOU (2) (min.) 115.4 123.5 7.0%
Wireline Business
Total Accesses (EOP) 411,177 741,098 80.2%
Direct 336,779 522,540 55.2%
Indirect 74,398 218,558 193.8%
Direct access as % Customer Revenues 77.4% 68.5% -8.9pp
Sonaecom
Total Employees 1,851 1,921 3.8%
Telecomunications 445 419 -5.8%
SSI 353 453 28.3%
Media 260 270 3.8%
Shared Services(3) and Corporate Centre 793 779 -1.8%

(1) Active Customers with Revenues generated during the last 90 days; (2) Minutes of Use per Customer per month; (3) Shared Services includes, among other functions, Customer Service, Technical, IT/IS, Accounting, Legal and Regulation.

Consolidated Financial Highlights

Million euros
CONSOLIDATED FINANCIAL KPI's 1H07 1H08 y.o.y
Turnover 413.4 475.6 15.0%
Service Revenues 377.3 432.1 14.5%
Customer Revenues 282.0 340.9 20.9%
Operator Revenues 95.3 91.2 -4.3%
EBITDA 73.2 68.7 -6.1%
EBITDA Margin (%) 17.7% 14.4% -3.3pp
EBT -2.1 -17.0 -
Net Results - Group Share (1) -4.7 -12.2 -159.5%
Operating CAPEX (2) 56.3 67.7 20.4%
Operating CAPEX as % of Turnover 13.6% 14.2% 0.6pp
EBITDA - Operating CAPEX 16.9 1.0 -94.4%
Total CAPEX 69.9 161.6 131.3%
FCF (3) 75.0 -57.8 -

(1) Net Results after Minority Interests; (2) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments; (3) FCF Levered after Financial Expenses but before Capital Flows and Financing related up-front Costs.

  • Customers: (i) Mobile customers increased by 11.5% to 2.982 million at the end of 1H08; net additions in the semester were 88.6 thousand, up by 22.9% vs. 1H07. Data revenues represented 20.9% of service revenues in the semster, up 4.4pp against 1H07; (ii) Wireline accesses totalled 741 thousand at 1H08 against 411 thousand in 1H07. Direct accesses increased to 522.5 thousand, 55.2% above 1H07, with significant underlying like-for-like growth of 19.6%. Direct accesses increased by 12 thousand in 2H08, as a result of competitive pressures, number portability problems and the growing use of mobile broadband. Importantly, 71.4% of wireline customer revenues in the 2Q08 were generated by direct access customers.
  • Personnel: total employees increased by only 3.8% compared to 1H07 mostly due to the integration of personnel from the acquisitions carried out during 2H07 (mainly Cape and Tele2 Portugal). This evolution of the headcount includes a decrease of 1.8% in shared services and corporate centre.
  • Consolidated Service Revenues continued to grow at a high pace, increasing by 14.5% against 1H07, as a result of a 20.9% increase in customer revenues (or 8.4% if we exclude the contributions of the companies acquired in 2007) that more than compensated for the 4.3% reduction in operator revenues, driven by the negative impact of lower roaming-in revenues.

Consolidated EBITDA decreased by 6.1% against 1H07, to 68.7 million euros, driven primarily by the lower contribution from the Mobile Business. EBITDA margin, as expected, deteriorated by 3.3 pp to 14.4% due to: (i) increased marketing & sales and handset subsidy costs in the Telco Business; (ii) costs associated with the integration of the acquired businesses; (iii) negative impact of lower roaming tariffs; and (iv) at SSI, the significant increase of IT products sales that carry lower margins. In terms of quarterly evolution, it is important to note that consolidated EBITDA increased by 1.6% in 2Q08 compared to 1Q08.

3. Consolidated Results

3.1. Consolidated Income Statement

CONSOL. INCOME STATEMENT 1H07 1H08 y.o.y
Turnover 413.4 475.6 15.0%
Mobile 293.5 303.1 3.3%
Wireline 110.7 147.6 33.3%
Público 16.7 17.2 3.5%
SSI 32.8 54.5 66.2%
Other & Eliminations -40.2 -46.8 -16.4%
Other Revenues 2.1 4.3 109.7%
Operating Costs 336.0 403.4 20.1%
COGS 47.5 56.0 17.9%
Network Costs (1) 138.5 168.1 21.3%
Personnel Costs 46.8 48.8 4.3%
Marketing & Sales 44.0 52.4 19.2%
Outsourcing Services (2) 30.0 43.0 43.2%
General & Administrative Expenses 22.7 27.8 22.6%
Other Operating Costs 6.5 7.3 13.1%
Provisions and Impairment Losses 6.3 7.9 24.0%
EBITDA 73.2 68.7 -6.1%
EBITDA Margin (%) 17.7% 14.4% -3.3pp
Mobile 73.7 62.1 -15.7%
Wireline 0.8 4.0 -
Público -1.9 -1.5 20.4%
SSI 2.7 3.6 36.1%
Other & Eliminations -2.0 0.4 -
Depreciation & Amortization 67.1 77.8 16.0%
EBIT 6.1 -9.1 -
Net Financial Results -8.2 -7.9 4.2%
Financial Income 11.9 1.6 -86.4%
Financial Expenses 20.1 9.5 -52.7%
EBT -2.1 -17.0 -
Tax results -2.5 5.0 -
Net Results -4.6 -12.1 -163.6%
Group Share -4.7 -12.2 -159.5%
Attributable to Minority Interests 0.1 0.2 20.4%

(1) Network Costs = Interconnection plus Leased Lines plus Content plus Other Network Operating Costs; (2) Outsourcing Services = Customer Services plus Consultants plus Subcontracts.

Turnover

Consolidated turnover totalled 475.6 million euros in 1H08, 15.0% above 1H07.

Consolidated service revenues increased materially by 14.5%, to 432.1 million euros, with positive contributions from all our operating companies. The main drivers of this performance were the following:

  • a) 33.2% higher service revenues at our Wireline Business or 4.8% on a like-for-like basis, i.e., excluding the businesses acquired during 2007 (Oni's residential & SOHO customer base and Tele 2 Portugal);
  • b) 3.9% increase in service revenues at our Mobile Business, despite the impact of lower roaming revenues in operator revenues and the increased competitiveness in certain segments of the market, that led to a decrease in the average revenue per minute;

  • c) 44.1% higher service revenues at SSI, driven by the positive performance of all its businesses. If we exclude the companies acquired by WeDo during 2007, SSI's services revenues would still have grown by a material 24.8%; and

  • d) 2.5% growth in advertising revenues at Público.

Importantly, consolidated customer revenues continued to grow at a high pace: 20.9% when compared to 1H07, driven by strong customer revenue growth at both our Wireline (+70.6%), SSI (44.0%) and Mobile (5.9%) Businesses.

Excluding the contributions from the businesses acquired during 2007, consolidated service revenues and customer revenues would have still grown by 5.2% and 8.4%, respectively, compared to 1H07, a material achievement in the current competitive market environment.

Operating costs

Total operating costs reached 403.4 million euros in 1H08, an increase of 20.1% y.o.y.. Total operating costs excluding COGS were 20.4% higher than in 1H07, representing 80.4% of service revenues, approximately 3.9pp above the level registered in the first half of 2007.

The main drivers of the evolution of operating costs, in addition to the contributions from the acquired companies and the respective integration costs, were the following:

  • a) 21.3% higher network costs when compared to 1H07, driven by a 23.0% increase in interconnection & content costs, due to higher level of traffic volumes and to the enlarged ULL customer base, which led to significantly higher ULL monthly fee related costs; and by a 16.4% increase in leased lines and network expenses, as a result of the reinforcement of our mobile network (driven by the success of mobile broadband) and by the network costs associated with the companies acquired during last year. Network costs have increased by only 0.7% between the 1Q08 and the 2Q08;
  • b) marketing & sales costs and handset subsidisation costs increased by 16.3% driven mainly by the Telco Business investments in: customer acquisition; the major re-launch of the Optimus brand at the beginning of the year; and the launch of new products and services, including the launch of "TAG", the new closed user group unlimited and multiplatform (mobile+PC) communications offer aimed at the youth market and related advertising campaigns;
  • c) general & administrative costs increased by 5.1 million against 1H07, mainly as a consequence of: (i) the increased customer base at our Mobile Business and related license costs; and (ii) the significant growth of post-paid mobile customers and larger customer base at our Wireline Business (with the consequent billing & support requirements and related expenses); and
  • d) outsourcing costs increased by 13.0 million, mainly driven by: (i) higher customer service costs, aimed at improving customer satisfaction across our Telco Businesses; and (ii) the fact that ONI and Tele2's customers were still not fully served by our own network and systems during 1H08 (as the completion of the migration was only achieved in June).

Staff costs increased by 4.3% against 1H07, reflecting the additional staff related costs of the acquired companies.

Provisions and impairment losses increased y.o.y in 1H08 by approximately 1.6 million euros mainly as a result of the combination between: (i) higher provisions for bad debt, driven by the higher level of billing and a slight deterioration in collections; and (ii) higher provisions for stock depreciations, driven mainly by the replacement of set-top boxes at our Wireline Business.

EBITDA

Consolidated EBITDA was 68.7 million euros in 1H08, down 6.1% against 1H07, generating a margin of 14.4%, compared to a margin of 17.7% in 1H07. This performance was mainly driven by the combination of: (i) lower roaming revenues; (ii) increased commercial costs at our mobile business (driven by the several marketing campaigns implemented in the semester and by the cost of growth); (iii) the costs of integration of the companies acquired during 2007; and (iv) the increased level of competition; that were partially off-set by the strong operational results at our Wireline and SSI

Businesses and lower level of EBITDA losses at Público. The breakdown of EBITDA performance by business was as follows:

  • a) EBITDA at our Mobile Business was of 62.1 million euros, down by 11.6 million euros when compared to 1H07, explained by the 23.0% increase in marketing & sales costs in the semester, increased handset subsidies and by the negative impact from lower roaming-in tariffs;
  • b) The Wireline Business generated an EBITDA of 4.0 million euros (3.2 million euros improvement over 1H07) clearly reflecting the scale benefits of the continued organic growth in its direct access business;
  • c) EBITDA at SSI increased from 2.68 million euros in 1H07 to 3.65 million euros in 1H08, which includes a gain of 1.4 million euros relating to the final closure of the Tecnológica acquisition. The higher service revenues in all SSI companies and the improved EBITDA performance at Mainroad and Bizdirect, were the main contributors to the underlying EBITDA performance at SSI;
  • d) Público's EBITDA was negative 1.53 million euros, which nevertheless represented an improvement of 20.4% when compared to 1H07, with the improved performance in advertising revenues (2.5% above 1H07) and in associated product sales (+11.9%) partially off-set by the slightly negative performance in newspaper sales.

Net Profit

Net results group share were negative 12.2 million euros in 1H08, compared to the negative 4.7 million euros result in 1H07.

Depreciation and amortization charges increased by 10.7 million euros compared to 1H07 to 77.8 million euros, driven by the increased asset base resulting from our investments in expanding both our mobile and wireline access networks as well as from the businesses acquired during 2007.

Net financial charges decreased by 0.3 million euros, to 7.9 million euros in 1H08, reflecting lower interest expense, down by 7.9 million euros, due mostly to interest paid during 1H07 on a loan from Sontel BV, associated with the Tender Offer for PT, which was repaid by the end of 1Q07; almost fully compensated by a lower level of interest income (down by 7.5 million euros) registered in 1H08, mainly as result of lower average consolidated liquidity, resulting from our treasury policy post the Optimus' debt refinancing process completed in 2H07, whereby liquidity has been used to reduce utilisation of committed credit lines.

The tax line in 1H08 showed a benefit of 5.0 million euros, compared to a charge of 2.5 million euros in 1H07, due to both the lower EBT level generated in the 1H08 and to movements in deferred tax assets at our Telecoms and SSI Businesses.

3.2. Consolidated Balance Sheet

Million euros
CONSOLIDATED BALANCE SHEET 1H07 1H08 y.o.y FY07 var.
Total Net Assets 1,693.0 1,795.5 6.1% 1,758.6 2.1%
Non Current Assets 1,233.0 1,443.4 17.1% 1,353.9 6.6%
Tangible and Intangible Assets 663.9 808.6 21.8% 722.6 11.9%
Goodwill 507.1 525.8 3.7% 528.2 -0.5%
Investments 1.9 2.0 1.1% 2.0 0.5%
Deferred Tax Assets 60.0 107.0 78.4% 101.1 5.8%
Current Assets 460.1 352.1 -23.5% 404.7 -13.0%
Trade Debtors 138.7 185.7 33.9% 192.0 -3.3%
Liquidity 198.5 6.9 -96.5% 83.9 -91.7%
Others 122.9 159.5 29.7% 128.8 23.8%
Shareholders' Funds 892.3 921.6 3.3% 935.4 -1.5%
Group Share 891.6 920.6 3.2% 934.6 -1.5%
Minority Interests 0.6 1.0 60.9% 0.9 18.1%
Total Liabilities 800.8 873.9 9.1% 823.2 6.2%
Non Current Liabilities 407.3 478.7 17.5% 422.6 13.3%
Bank Loans 366.7 355.1 -3.2% 373.2 -4.9%
Provisions for Other Liabilities and Charges 24.3 32.5 33.7% 30.9 5.1%
Others 16.3 91.1 - 18.5 -
Current Liabilities 393.5 395.2 0.4% 400.6 -1.3%
Bank Loans 97.4 0.7 -99.2% 0.6 19.7%
Trade Creditors 121.7 174.8 43.6% 185.3 -5.7%
Others 174.4 219.7 26.0% 214.6 2.4%
Operating CAPEX (1) 56.3 67.7 20.4% 162.8
Operating CAPEX as % of Turnover 13.6% 14.2% 0.6pp 18.2%
Total CAPEX 69.9 161.6 131.3% 235.8
EBITDA - Operating CAPEX 16.9 1.0 -94.4% -0.8
Operating Cash Flow (2) 4.2 -49.2 - 55.5
FCF (3) 75.0 -57.8 - 59.6
Gross Debt 482.6 374.3 -22.4% 393.7 -4.9%
Net Debt 284.2 367.4 29.3% 309.8 18.6%
Net Debt/ EBITDA last 12 months 1.9 x 2.3 x 0.5x 1.9 x 0.4x
EBITDA/Interest Expenses(4) (last 12 months) 5.7 x 8.0 x 2.3x 5.9 x 2.1x
Debt/Total Funds (Debt + Shareholders' Funds) 35.1% 28.9% -6.2pp 29.6% -0.7pp

(1) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments; (2) Operating Cash Flow = EBITDA - Operating CAPEX Change in WC -Non Cash item & Other; (3) FCF Levered after Financial Expenses but before Capital Flows and Financing related up-front Costs; (4) Interest Cover.

Capital structure

As a consequence of the refinancing operation carried out during 2007, consolidated gross debt continues to be primarily contracted by Sonaecom SGPS and internal funding movements are being used to allocate cash between our subsidiaries. At the end of 1H08, the weighted average maturity of Sonaecom Group credit lines stood at approximately 3.5 years.

At the end of 1H08, consolidated gross debt totalled 374.3 million euros and mainly comprised: (i) 150 million euros long-term privately placed Bonds, due in 2013; (ii) 207.5 million euros used under the 250 million euros underwritten committed Commercial Paper Programme contracted in 2007 and with final maturity in 2012; and (iii) 17.5 million euros of long term financial leases. As a result of Interest Rate Swaps negotiated during 2007 (with maturities between March and June 2009), approximately 49% of the consolidated gross debt was based on fixed rates.

Consolidated net debt at the end of 1H08 stood at 367.4 million euros, an increase of 83.2 million euros compared to 1H07, mainly reflecting the y.o.y FCF evolution.

Capital structure continued to be comfortable at the end of 1H08 notwithstanding the marginal deterioration in Net debt to annualised EBITDA that increased to 2.3x, against 1.9x at the end of 1H07, reflecting the above mentioned increase in net debt as well as the lower level of EBITDA in the preceding twelve months. In 1H08, 12 months' trailing Interest Cover reached 8.0x an improvement against the 5.7x level registered in 1H07. It should be noted that interest expenses in 1H07 included interest paid on a loan from Sontel BV, associated with the Tender Offer for PT, which was fully repaid by the end of 1Q07. The ratio of Consolidated Debt to Total Funds improved from 35.1% in 1H07 to 28.9% in 1H08, reflecting the above mentioned movements in gross debt and the 3.3% increase in Shareholder's Funds. The latter resulted mainly from the 41.7 million euros positive net results obtained in the 2H07.

At the end of 1H08, the sum of cash and non-utilized committed credit lines at the Sonaecom Group stood at approximately 139 million euros. As identified above, no principal repayments of bank loans are scheduled until mid-2010.

CAPEX

Total consolidated CAPEX in the semester was 161.6 million euros while Operating CAPEX reached 67.7 million euros, 20.4% above 1H07, and representing 14.2% of turnover.

Total CAPEX was significantly affected by the recognition, as a license cost, of the net present value (89 million euros) of obligations assumed under the "e-Initiatives" programme, a governmental initiative which offers laptops and discounts in broadband access to school teachers and students. Under the terms of the UMTS license granted in 2000, Optimus made certain commitments in relation to the development of the information society in Portugal, during the period of that license (until 2015). In accordance with a contract signed in June 2007 with the Portuguese State, it was agreed that an amount of 159 million euros would be realised through projects eligible as contributions to the information society (among other, network investments, R&D activities and new services, contents and applications) and incurred under the normal course of business. To the end of 2Q08, 64 million euros had already been made and validated by the competent entities. The remainder will be recorded at the moment the projects are carried out. It was further agreed that the second component of the commitments (116 million euros) would be fulfilled through the "e-Initiatives" programme. Given the success and the experience obtained so far in the programme, namely the extension of the eligible beneficiaries, we have now decided to recognise the net present value of the amount related to this second component.

The increase in Operating CAPEX was driven by higher investments in our Mobile Business (+69.0% increase over 1H07, to 50.9 million euros), as a reflection of the announced plan for 2008 to step-up our investments in the extension of coverage and capacity of our 2.5G/3G network in order to improve quality of service and consolidate our leading position in mobile broadband. The level of Operating Capex in our Wireline business has decreased y.o.y. by 37.1%, to 16.3 million euros, driven mainly by the lower rate of unbundling of new Central Offices.

Operating CAPEX spend during 1H08 was applied primarily in the following areas: 30% invested in the deployment the UMTS/HSDPA network, 16% was related to the GSM/GPRS network, 16% related to Information Technology/Information Systems investments; and approximately 13% was invested in our ULL and FTTH access networks.

Other balance sheet items

Gross tangible and intangible assets were 1,830 million euros at the end of 1H08, an increase of 292 million euros when compared to 1H07, mostly due to the recognition of UMTS license commitments as license costs, and cumulative depreciation and amortization totalled 1,021 million euros. Both financial investments and goodwill were approximately stable in comparison to 1H07 with book value as at the end of 1H08 of 2.0 million euros and 525.8 million euros, respectively.

At the end of 1H08, Sonaecom shareholders' funds totalled 921.6 million euros, compared to 892.3 million euros at the end of 1H07, reflecting mainly the positive net results of 41.7 million euros generated in the 2H07 but also the re-evaluation, at market prices, of the cash settled liability associated with the employees' medium term incentive plan, partly off-set by the negative impacts of the 12.1 million euros net losses generated in the 1H08 and of the acquisition of own shares in the amount of 1.4 million euros during 2Q08.

FCF

Million euros
LEVERED FREE CASH FLOW 1H07 1H08 y.o.y
EBITDA-Operating CAPEX 16.9 1.0 -94.4%
Change in WC -33.8 -52.8 -56.4%
Non Cash Items & Other 21.1 2.7 -87.3%
Operating Cash Flow 4.2 -49.2 -
Financial Investments 108.0 -0.2 -
Own shares -8.9 -1.4 84.6%
Public Tender Offer -19.5 -0.1 99.4%
Financial results -8.4 -7.0 16.6%
Income taxes -0.5 0.0 100.0%
FCF 75.0 -57.8 -

Consolidated FCF in 1H08 was negative 57.8 million euros, compared to a positive 75 million euros in 1H07 that included the positive impact of the disposal of PT shares (108.2 million Euros). Excluding this effect, the impact of the acquisition of own shares and of the payments associated with the Public Tender Offer in 1H07, consolidated FCF would, on a like-for-like basis, have still have deteriorated by approximately 51.6 million euros against 1H07.

Operating cash flow was negative by 49.2 million euros in 1H08, down from a positive 4.2 million euros in 1H07, mainly driven by: (i) a deterioration of 15.9 million euros in EBITDA-Operating Capex; (ii) the recognition of long term backbone lease contracts, in the amount of 17.5 million euros (recognised under Non Cash Items & Other in the table above), as financial leases in 1H07 thus affecting Operating capex but not having an impact over FCF; and (iii) a deterioration in working capital of 19.0 million euros, reflecting higher trade receivables and higher non-operating receivables, mostly related with VAT to be reimbursed.

4. Telecommunications

4.1. Mobile Business

Our mobile business had a very active semester in terms of commercial initiatives and was able to sustain strong customer and customer revenue growth, as a result of the investments to support the brand, particularly in the residential segment (the re-launch of the Optimus brand, the promotions around the Euro2008 cup, where Optimus was an official mobile operator, and the music festivals are clear examples of this); to improve distribution capacity; and with the continuous development of our fixed-mobile convergent product 'Optimus Home' and our wireless broadband service 'Kanguru'. The launch of "TAG" in the 2Q08, an innovative offer aimed at the youth market, also contributed to the strong growth of the customer base.

4.1.1. Operational Data

MOBILE OPERATIONAL KPI's 1H07 1H08 y.o.y
Customers (EOP) ('000) 2,673.9 2,982.1 11.5%
Net Additions ('000) 72.0 88.6 22.9%
% Pre-paid Customers 74.8% 70.5% -4.3pp
Active Customers (1) 2,134.8 2,308.2 8.1%
Data as % Service Revenues 16.5% 20.9% 4.4pp
Total #SMS/month/user 45.0 49.9 11.0%
MOU (2) (min.) 115.4 123.5 7.0%
ARPU (euros) 17.8 16.9 -5.0%
ARPM (3) (euros) 0.15 0.14 -11.2%
SAC&SRC (4) (million euros) 55.2 73.5 33.1%

(1) Active Customers with Revenues generated on last 90 days (average); (2) Minutes of Use per Customer per month; (3) Average Revenue per Minute; (4) Total Acquisition & Retention Costs.

Customer base

Mobile customer base increased by 11.5% to 2.982 million customers at the end of 1H08, compared to 2.674 million at the end of 1H07 and 2.927 million at 1Q08, with net additions surpassing 88 thousand in the semester, up by 22.9% compared to 1H07, a demonstration of the continued progress in our growth strategy and the success of the innovative products and services we have launched in the market. Active customers at the end of 2Q08 totalled 2.326 million, as compared to 2.153 million at the end of 2Q07, an increase of 8.1%.

Contract customers continued to steadily increase their weight in the total customer base. At the end of 1H08, post-paid customers represented 29.5% of total customers, an increase of 4.3pp against 1H07.

During 1H08, Mobile customer's ARPU was 16.9 euros, down from 17.8 euros in 1H07. Of the 1H08 ARPU, 13.1 euros related to customer monthly bill and 3.8 euros to operator revenues, compared to 13.6 euros and 4.2 euros respectively, in 1H07. The lower ARPU is mainly explained by the 11% decrease in operator revenues ARPU, due to reductions in roaming tariffs. The fall in the level of customer monthly bill, was driven by the decrease in Average Revenue per Minute ("ARPM"), explained by the higher price pressures on voice tariffs mainly in the SME and Corporate segments and to the increased weight of "Optimus Home" (our fixed-mobile convergence product) within the customer base, that was partially offset by increased usage per customer, as demonstrated by a material 7.0% increase in average Minutes of Use ("MoU").

Data usage

During 1H08, we were able to maintain our leading position in wireless broadband and again achieved a material growth of data usage, namely through the promotion of retail sales of our mobile broadband product "Kanguru", based on HSDPA/HSUPA technologies, now offering download speeds of up to 7.2 Mbps and upload speeds of up to 1.4Mbps. In 2Q08, we have also introduced to the market, in partnership with a consumer credit company, an attractive PC + Broadband offer. The governmental programme ("e-Initiatives") aimed at the development of the 'Information Society' in Portugal, continues to contribute to maintaining mobile broadband market growth at a high pace and all three mobile operators have been active in contributing to this programme (as part of the agreements reached with the Government to fulfil the obligations under the UMTS licenses).

Our Kanguru service was recently elected by a specialized national magazine ("Exame Informática") as the best mobile broadband access in Portugal, with special emphasis placed on items such as download and upload speeds, stability of connections and software user-friendliness.

Data revenues represented 20.9% of service revenues in 1H08, an improvement of 4.4pp vs. 1H07, as the result of our promotional efforts to increase usage of data services and the success of our wireless broadband solutions. Non-SMS related data services continued to increase their weight in data revenues, accounting for circa 61.8% of total data revenues in 1H08, compared to only 49.5% in 1H07.

Traffic

In 1H08, total voice traffic1 was 17.1% higher than that recorded in 1H07 as a result of both the enlarged customer base and of the increase in minutes of use per customer to 123.5 minutes (from 115.4 minutes in 1H07), reflecting the continuous success of our investment effort to enhance voice usage.

Mobile access network

During 1H08, as part of the announced investment plan for the year, we continued to invest in the coverage and capacity of our mobile network, with the deployment of new UMTS sites and with the upgrade of our 3G network with HSDPA. By the end of 1H08, Optimus' 3G network covered circa 81% of the Portuguese population and almost 80% with HSDPA technology, offering bandwidths of up to 7.2 Mbps.

4.1.2. Financial Data

Million euros
MOBILE INCOME STATEMENT 1H07 1H08 y.o.y
Turnover 293.5 303.1 3.3%
Service Revenues 277.4 288.2 3.9%
Customer Revenues 211.2 223.8 5.9%
Operator Revenues 66.1 64.5 -2.5%
Equipment Sales 16.1 14.8 -7.9%
Other Revenues 17.0 22.7 33.2%
Operating Costs 233.0 258.5 10.9%
COGS 32.3 32.4 0.2%
Interconnection & Contents 66.1 71.1 7.6%
L.Lines & other Network Operating Costs 28.2 30.0 6.5%
Personnel Costs 26.1 26.0 -0.2%
Marketing & Sales 33.5 41.3 23.0%
Outsourcing Services (1) 25.5 32.1 26.1%
General & Administrative Expenses 15.5 18.7 20.6%
Other Operating Costs 5.8 6.8 18.5%
Provisions and Impairment Losses 3.8 5.1 34.7%
Service Margin (2) 211.3 217.1 2.8%
Service Margin (%) 76.2% 75.3% -0.8pp
EBITDA 73.7 62.1 -15.7%
EBITDA Margin (%) 25.1% 20.5% -4.6pp
Depreciation & Amortization 56.8 61.2 7.7%
EBIT 16.9 0.9 -94.5%
Operating CAPEX (3) 30.1 50.9 69.0%
Operating CAPEX as % of Turnover 10.3% 16.8% 6.5pp
EBITDA - Operating CAPEX 43.6 11.2 -74.3%
Total CAPEX 40.6 146.4 -

(1) Outsourcing Services = Customer Services plus Consultants plus Subcontracts; (2) Service Margin = Service Revenues minus Interconnection & Content Costs; (3) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.

Turnover

Mobile service revenues increased by 3.9% to 288.2 million euros compared to 277.4 million euros in 1H07, driven by the 5.9% growth in customer revenues, which more than compensated the 2.5% decrease in operator revenues (driven by the lower level of roaming tariffs) and the lower level of equipment sales.

1 Total voice traffic = total incoming traffic plus total outgoing traffic plus total Roaming out

EBITDA

Mobile EBITDA in 1H08 reached 62.1 million euros and generated a margin of 20.5%, representing a decrease of 4.6pp, when compared to 1H07. This decline was primarily the result of the combination of higher Marketing & Sales costs (mainly associated with the Optimus brand re-launch and with the launch of "TAG"), lower roaming revenues and higher outsourcing services (+6.6 million euros) and G&A costs (+3.2 million euros) when compared to 1H07, driven by the increased customer base and related license costs; the significant growth of post-paid customers (and related billing requirements) and the increase in customer service costs.

4.2. Wireline Business

Competitive pressures have been particularly visible in the wireline arena, with relevant price promotions prevailing in the voice, broadband and TV segments. In this market environment, we have continued to focus on protecting and growing the direct access broadband business with particular efforts made to reducing levels of churn, improving loyalty and reinforcing our IPTV and Home Video services (now with almost 100 channels and 800 movie titles), while continuously working to improve customer service. The processes aimed at transforming the acquired indirect customers to direct are progressing broadly in line with expectations and the full migration of the acquired Oni and Tele2 customers to our own network and systems was completed during the 2Q08.

4.2.1. Operational Data

In order to facilitate the analysis of our Wireline Business we have reorganized the operational KPIs' table, bringing the indicators in line with the way most of our peers are reporting (including the change of terminology from "services" to "accesses"), aligning it with the most recent developments in terms of drivers for the business performance. We have also introduced a new indicator of Average Revenue per Access.

WIRELINE OPERATIONAL KPI's 1H07 1H08 y.o.y
Total Accesses (EOP) (1) 411,177 741,098 80.2%
Voice 225,727 466,052 106.5%
Direct 184,355 281,116 52.5%
Indirect 41,372 184,936 -
ADSL 155,084 247,237 59.4%
Direct 143,494 222,228 54.9%
Indirect 11,590 25,009 115.8%
Other & Data 30,366 27,809 -8.4%
Direct 8,930 19,196 115.0%
Indirect 21,436 8,613 -59.8%
Total Direct Accesses 336,779 522,540 55.2%
Total Indirect Accesses 74,398 218,558 193.8%
Unbundled COs with transmission 150 174 16.0%
Unbundled COs with ADSL2+ 142 166 16.9%
Direct access as % Cust. Revenues 77.4% 68.5% -8.9pp
Average Revenue per Access - Retail (2) 23.5 20.8 -11.1%

(1) Acesses were restated according to a "revenue generator unit" criteria since 1Q07; (2) Excluding Mass Calling services' revenues.

Customer base

At the end of 1H08, total accesses reached 741 thousand, an increase of 80.2% compared to 1H07 (10.1% on a like-for-like basis, i.e., excluding the impact of the acquisitions carried out in 2007). More importantly, direct accesses have grown by 55.2% against 1H07 and by 19.6% on a like-for-like basis. Direct accesses represented 70.5% of the Wireline Business total accesses in 1H08, compared to 81.9% at the end 1H07 (as a result of the increase in the indirect customer base determined mostly by the acquisition of Tele 2 during 3Q07).

Direct net additions in 1H08 were approximately 12 thousand, a slowdown against previous periods, mainly as a result of: (i) competitive pressures that continue to prevail in the market (with higher pressure from churn); (ii) the problems we have faced in porting numbers from the incumbent operator, which has led to a significant increase in the average number of days to active an ULL customer; (iii)

the fact that during the semester we have only opened five new CO for ULL ADSL2+ services; and (iv) the growing competition from mobile broadband services.

The average Wireline retail revenue per access decreased to 20.8 euros, down by 11.1% against 1H07, driven mainly by the negative impact of the promotion campaigns carried out in the semester, on the back of similar pricing campaigns launched by our main competitors.

Services

During 1H08, we completed the replacement, for free, of our customers' set top boxes for a new MPEG4 model, one of the most advanced set top boxes currently available in the market, which will allow our TV customers to access HD channels, DTT and to benefit from an improved sound quality. We are now on the verge of making available in our offers a set top box with PVR functionality.

After having introduced a new entry level of the ADSL offer at 4Mbs in the 1Q08, as an answer to competitors' moves, we also launched during 2Q08 new and very attractive promotions for the residential market aimed at reinforcing Clix's position in the market. At the end of this semester, we have also reflected the 1% VAT reduction in the price of our bundled services.

During 1H08, we continued to reinforce our IPTV offers by adding new contents, including the introduction, at no extra cost, of SportTV 3 in our Premium Sport TV package and the launch of new channels such as Animax, Sony Entertainment Television and TVGlobo, as well as new functionalities: Kids Club (a new portal with design and contents specially adapted to the children's target) and a parental control tool. A particular focus will now be placed in the enlargement of our offer of HD channels.

Wireline access network

During 1H08 we have unbundled 5 further CO for SHDSL circuit interconnection, bringing the total to 174 compared to 150 at the end of 1H07. With these circuits, Sonaecom is capable of operating direct connections for most of our mobile access network, thus further reducing the dependency on the incumbents' leased circuits.

Although at a slower pace, we continued to enlarge the addressable market of our direct offers by opening 5 additional COs with ADSL2+, bringing the total to 166. The addressable market of our ULL network now corresponds to approximately 55% of total fixed lines in Portugal. Of these central offices, approximately 72% are prepared with full triple play capability.

As regards our announced FTTH plan, substantial progress has been achieved during 1H08. We currently have pilot schemes up and running in two areas of both Porto and Lisbon and several thousand homes already passed. Importantly, to-date we have had a positive experience in terms of home-networking solutions, with the aim of minimising the level of intrusion and time spent within the customers' premises. A growing number of trial customers (a few hundred at the end of 1H08) have been actively testing all our services. The feedback we are receiving from those customers is extremely positive, both in terms of their broadband and TV experience. In parallel to these developments in terms of access network, we have also been preparing the contents, the organization and the systems for the commercial launch of our 3-play offers under this new, state-of-the-art and fully independent network during the 2H08.

4.2.2. Financial Data

Million euros
WIRELINE INCOME STATEMENT 1H07 1H08 y.o.y
Turnover 110.7 147.6 33.3%
Service Revenues 110.6 147.2 33.2%
Customer Revenues 54.7 93.4 70.6%
Direct Access Revenues 42.4 64.0 51.0%
Indirect Access Revenues 10.9 27.4 151.1%
Other 1.5 2.0 38.9%
Operator Revenues 55.8 53.8 -3.5%
Equipment Sales 0.2 0.4 97.6%
Other Revenues 1.8 0.4 -78.0%
Operating Costs 109.4 141.4 29.2%
COGS 0.1 0.6 -
Interconnection 58.1 77.7 33.9%
L.Lines & other Network Operating Costs 17.1 20.7 20.7%
Personnel Costs 4.7 5.0 6.8%
Marketing & Sales 8.2 8.6 3.9%
Outsourcing Services (1) 16.0 23.9 49.4%
General & Administrative Expenses 4.4 4.4 1.0%
Other Operating Costs 0.8 0.4 -46.5%
Provisions and Impairment Losses 2.4 2.6 9.7%
Service Margin (2) 52.5 69.5 32.4%
Service Margin (%) 47.5% 47.2% -0.3pp
EBITDA 0.8 4.0 -
EBITDA Margin (%) 0.7% 2.7% 2pp
Depreciation & Amortization 9.7 16.0 65.3%
EBIT -8.9 -12.0 -34.5%
Operating CAPEX (3) 26.0 16.3 -37.1%
Operating CAPEX as % of Turnover 23.5% 11.1% -12.4pp
EBITDA - Operating CAPEX -25.2 -12.3 51.1%
Total CAPEX 26.4 17.2 -34.8%

(1) Outsourcing Services = Customer Services plus Consultants plus Subcontracts; (2) Service Margin = Service Revenues minus Interconnection Costs; (3) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.

Turnover

When comparing to 1H07, it should be noted that the 1H08 results of the Wireline Business and consequently, those of Sonaecom Consolidated include revenues generated by Tele2 Portugal and by the customers acquired from Oni.

Turnover in 1H08 amounted to 147.6 million euros, an increase of 33.3% over 1H07, mainly due to the significant increase in customer revenues, up by 70.6%, driven by the growth in both direct access revenues (51.0% higher than in 1H07) and indirect access revenues that increased y.o.y. by 151.1%, to 27.4 million euros (driven mainly by the acquisition of Tele2 Portugal). The expected trend of reduction in indirect access customers has determined q.o.q. reductions in the corresponding revenue line. Excluding contributions from the acquired ONI and Tele2 customer base, customer revenues would still have grown by a material 13.2% when compared to 1H07.

Direct access revenues accounted for 68.5% of customer revenues in the semester, a decrease of 8.9pp compared to the 1H07, as a result of acquisition of Tele2 and notwithstanding the continued focus on the direct access business. The contribution of mass calling services has, as expected, decreased from 10.7 million euros in 1H07 to 5.3 million euros in 1H08, which was partly off-set by the positive growth in terms of wholesale traffic and revenues.

EBITDA

Wireline EBITDA was positive 4.0 million euros, compared to only 0.8 million euros in 1H07, and generated a margin of 2.7%. The y.o.y. improvement is primarily due to both the increased size of the ULL customer base achieved via organic growth, which has been generating an increasingly positive contribution to profitability, and to the positive contribution from the businesses acquired last year.

5. Software and Systems Information (SSI)

SSI achieved a good set of operational and financial results with top-line growth driven by the performance of WeDo Technologies that continued to expand its customer base through its leading Revenue Assurance product ("RAID") and by the increased profitability at Mainroad (our IT company focused in IT Management, Security and Business Continuity) and Bizdirect (our Business Process Automation company).

WeDo continued to focus on the integration of the companies acquired during 2007 with particular focus on Cape Technologies. In parallel, efforts have been made to consolidate WeDo's international presence, grow its leading position in the international Revenue Assurance market, expand beyond its traditional telecoms customer base, and expand its product portfolio (during the 2Q08, WeDo launched in the market a new release of RAID - version 4.2). In May, WeDo promoted its third worldwide user group meeting, in the Algarve, with more than 100 delegates present, actively debating the future trends in Revenue Assurance and Fraud.

5.1. Operational Data

SSI OPERATIONAL KPI's 1H07 1H08 y.o.y
IT Service Revenues/Employee (1) ('000 euros) 55.1 57.9 5.1%
Equipment Sales as % Turnover 38.2% 46.4% 8.2pp
Equipment Sales/Employee (2) ('000 euros) 1,098.4 1,950.8 77.6%
EBITDA/Employee (3) ( '000 euros) 7.7 4.8 -37.3%
Employees 353 453 28.3%

(1) Excluding employees dedicated to Equipment Sales; (2) Bizdirect; (3) 1H08 EBITDA excluding the EUR 1.4m gain registered in quarter, in relation to Tecnológica's purchase process.

SSI inverted the negative trend in productivity levels registered in 4Q07 (due to the integration of the companies acquired in 2007 and their comparatively lower productivity, a natural outcome during integration phases) with IT service revenues per employee again increasing to 57.9 thousand euros in 1H08 (5.1% above the levels registered in 1H07), while equipment sales per employee have increased by more than 77% when compared to 1H07. Total headcount at the end of 1H08 increased by 100 employees against 1H07, mainly due to: (i) the consolidation of the companies acquired by WeDo during 2007 (Tecnológica, Cape and Praesidium); and (ii) the need for additional internal consultants to support the increased level of activity.

During the 1H08 WeDo obtained three new key accounts, including leading telecom operators in Venezuela, United Arab Emirates and Indonesia. Importantly, more than 65% of WeDo's costumer orders during 2Q08 were obtained outside of the Sonaecom Group. As a further evidence of its multinational characteristics, it is worth noting that of the total WeDo's headcount at the end of 1H08, approximately 35% are based outside of Portugal and that WeDo currently serves customers in approximately 39 countries.

Mainroad, which celebrated its 5th anniversary during 2Q08, became the first SAP Hosting Partner in Portugal (and only the second in Iberia) and ranked second in the category of "Best Disaster Recovery Provider" in the recent Data Centres Europe Awards 2008 contest.

5.2. Financial Data

Million euros
SSI CONS. INCOME STATEMENT 1H07 1H08 y.o.y
Turnover 32.79 54.47 66.2%
Service Revenues 20.26 29.19 44.1%
Equipment Sales 12.52 25.29 101.9%
Other Revenues 0.24 1.62 -
Operating Costs 30.29 52.37 72.9%
COGS 12.02 24.69 105.4%
Personnel Costs 9.89 13.64 38.0%
Marketing & Sales 0.58 0.77 32.6%
Outsourcing Services (1) 4.44 8.49 91.3%
General & Administrative Expenses 3.18 4.78 50.2%
Other Operating Costs 0.18 0.01 -95.7%
Provisions and Impairment Losses 0.06 0.07 12.6%
EBITDA 2.68 3.65 36.1%
EBITDA Margin (%) 8.2% 6.7% -1.5pp
Depreciation & Amortization 0.70 0.98 40.0%
EBIT 1.98 2.67 34.7%
Operating CAPEX (2) 0.25 0.41 65.7%
Operating CAPEX as % of Turnover 0.8% 0.8% 0pp
EBITDA - Operating CAPEX 2.43 3.24 33.1%
Total CAPEX 2.89 -2.01 -

(1) Outsourcing Services = Customer Services plus Consultants plus Subcontracts; (2) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.

Turnover

When comparing the financial performance with 1H07, it should be noted that the 1H08 results of SSI (and the consolidated results of Sonaecom) include the contributions of the three companies acquired by WeDo during 2007.

SSI turnover increased by a material 66.2% in 1H08 to 54.5 million euros, as a result of both higher IT equipment sales, which more than doubled to 25.3 million euros, and higher service revenues, up by 44.1%, mainly driven by the 53.1% increase in service revenues at WeDo. Leveraging on its global reach, WeDo's top line growth was particularly strong in Latin America, Asia and Middle East regions. It is also worth noting that all SSI's businesses posted a y.o.y turnover growth above 20%.

During 1H08, equipment sales represented 46.4% of turnover, an increase of 8.2pp over the level registered in 1H07, driven by a positive contribution from the sale of computers at Bizdirect, partly related with the "e-Initiatives" programme launched by the Portuguese Government.

EBITDA

SSI EBITDA was positive 3.65 million euros in 1H08, an increase of almost 1 million euros (+36.1%) versus 1H07. The increase in EBITDA was partly driven by a one-off effect related to the recognition in 2Q08 of a gain of 1.4 million euros in relation to the final closure of Tecnológica's acquisition process. EBITDA margin was 6.7%, still below the levels achieved in 1H07 due to the continuously improving but still marginally negative contribution from the companies acquired and the significantly higher level of product sales at Bizdirect that carry lower margins. Excluding the 1.4 million euros one-off gain and the contributions from the acquired businesses, WeDo's EBITDA increased by approximately 19% in 1H08 when compared to the 1H07. It should also be noted that both Bizdirect, and particularly, Mainroad, continued to show a positive y.o.y. evolution at the EBITDA level.

6. Público

Market dynamics continue to be severe for daily paid generalist press with advertising revenues for the sector as a whole, in the first five months of 2008, decreasing by 2.6%2 compared to the same period of the previous year (this number refers to advertising space calculated at reference table figures). During the same period, the free newspapers' advertising revenues is estimated to have increased by almost 56%. Although total circulation numbers for the daily paid generalist press have increased y.o.y, until April, by 8.0%3 , this was partly explained by circulation campaigns carried out by several players during the 1H08.

As a way to celebrate its 18th anniversary with its readers, Público implemented a number of related campaigns during 1Q08, including special editions of certain supplements, the recirculation of the first edition of the newspaper and the launch, under the format of a magazine, of a new Saturday supplement dedicated to leisure. Among several commercial initiatives implemented in the semester, it is worth highlighting the successful implementation, in the on-line version of Público, of a specific site dedicated to the Euro 2008 championship, which concentrated all the information produced by Público, further enriched with opinion articles, statistical information and video. Público continues to be a clear leader in on-line access among Portuguese newspapers.

6.1. Operational Data

PÚBLICO OPERATIONAL KPI's
1H07
1H08
y.o.y
Average Paid Circulation (1)
42,657
42,726
0.2%
(2)
Market Share of Advertising (%)
14.1%
13.3%
-0.8pp
Audience (3) (%)
4.7%
4.3%
-0.4pp
Employees
255
261
2.4%

(1) Estimated value updated in the following quarter; (2) 1H08 - YTD until May08; (3) As % of population; Source: Bareme Imprensa 2ª Vaga 2008

For the four month period until the end of April (the latest available information), Público's average market share of paid circulation, among daily generalist press, reached 12.2%, approximately 1pp below the comparable period in 2007. In 1H08, average paid circulation reached 42.7 thousand, an increase of 0.2% when compared to 1H07. As mentioned above, the paid press market continues to face competitive challenges, with increased competition from 'free' newspapers (which have more than doubled the circulation, partly driven by the launch of three new free titles into the market).

Importantly, recent audience indicators indicate an increase in the total number of readers, with Público ranking third among daily paid generalist press and reaching circa a 4.5% audience in 2Q08 (against 4.1% in the previous quarter).

Público's advertising market share continues to be under pressure, reaching an average of 13.3% during 1H08 (until May, the latest available information), down 0.8pp as compared to 1H07. The good q.o.q. performance shown in terms of audience may contribute to mitigating the severe market dynamics faced by the daily paid newspapers in terms of advertising revenues.

2 Source: Marktest/Media Monitor

3 Source: APCT: Apr08 vs Apr07 (latest available data)

6.2. Financial Data

Million euros
PÚBLICO CONS. INCOME STATEMENT 1H07 1H08 y.o.y
Turnover 16.65 17.23 3.5%
Advertising Sales (1) 7.13 7.31 2.5%
Newspaper Sales 6.10 6.09 -0.1%
Associated Product Sales 3.43 3.83 11.9%
Other Revenues 0.11 0.10 -8.6%
Operating Costs 18.56 18.78 1.2%
COGS 4.69 4.85 3.3%
Personnel Costs 5.75 5.89 2.5%
Marketing & Sales 1.49 1.87 25.6%
Outsourcing Services (2) 5.19 4.81 -7.3%
General & Administrative Expenses 1.45 1.36 -6.1%
Other Operating Costs 0.00 0.01 -
Provisions and Impairment Losses 0.12 0.08 -32.2%
EBITDA -1.92 -1.53 20.4%
EBITDA Margin (%) -11.5% -8.9% 2.7pp
Depreciation & Amortization 0.34 0.37 7.0%
EBIT -2.26 -1.89 16.2%
Operating CAPEX (3) 0.42 0.70 65.2%
Operating CAPEX as % of Turnover 2.5% 4.1% 1.5pp
EBITDA - Operating CAPEX -2.34 -2.23 4.9%
Total CAPEX 0.42 0.70 65.2%

(1) Includes Contents; (2) Outsourcing Services = Customer Services plus Consultants plus Subcontracts; (3) Operating CAPEX excludes Financial Investments, Provisions for sites dismantling and other non operational investments.

Turnover

During 1H08, turnover increased by 3.5% to 17.2 million euros, but reflecting different evolutions in the revenue lines: a material growth (+11.9%) in associated product revenues; a 2.5% growth in advertising revenues and a slightly negative evolution in newspaper sales (-0.1% when compared to 1H07). Importantly, both advertising and associated product sales have shown a very positive q.o.q evolution.

"Sexta", the free weekly newspaper launched in 4Q07, through a 50:50 joint-venture with "A Bola", and consolidated in Público since November 2007 (proportional consolidation), is still in the initial stages of development. Audience figures related to 2Q08, demonstrated a material increase in the total number of readers of Sexta. Circulation and advertising indicators in the coming quarters will enable a better assessment of its impact in the market.

EBITDA

In 1H08, Público generated a negative EBITDA of 1.53 million euros, representing a 20.4% improvement over 1H07. This positive trend resulted not only from the increase in advertising revenues and associated products sales but also from reductions achieved in outsourcing and G&A costs, partly compensated by the growth in marketing & sales costs (partly driven by circulation campaigns implemented in 1H08). It should also be noted that the EBITDA generated by the associated products increased by approximately 0.5 million euros when compared to 1H07.

The contribution of Sexta for Público's EBITDA was still marginally negative in 1H08. On a like-for-like basis, Público's EBITDA would have improved by circa 38% against the first semester of 2007.

7. Sonaecom SGPS individual results

Sonaecom SGPS individual results for the periods ended 30 June 2008 and 2007 can be summarised as follows:

(million euros)
Sonaecom SGPS Results overview 1H07 1H08 y.o.y.
Service Revenues 3.0 3.6 17.7%
Other Operating Revenues 0.2 0.0 -89.2%
Operating Costs (1) (5.4) -4.0 27.0%
EBITDA (2.2) -0.4 83.3%
EBIT (2.2) -0.4 81.4%
Dividend Received 4.6 21.4 -
Net Financial Activity 2.5 5.0 98.6%
Other Financial Results (0.0) -4.6 -
EBT 4.8 21.4 -
Net Income 4.8 21.4 -

(1) Excluding depreciation and amortization and provisions

During the 1H08, Sonaecom SGPS generated service revenues of 3.6 million euros, essentially comprising services provided to its subsidiaries in relation to:

  • Managing the regulatory environment
  • Support in seeking new financing
  • Group internal audit and risk management
  • Fiscal and legal support
  • Temporary assignment of employees to subsidiaries.

When compared to last year, total operating costs decreased 27% (or 1.4m) to 4.0 million euros, mainly due to lower outsourcing costs (0.9m), lower advertising costs (0.3m) and lower staff costs (0.2m). The latter resulting from the re-evaluation, at market prices, of the cash settled liability associated with the employees' medium term incentive plan (MTIP).

EBITDA was a negative 0.4 million euros compared to a negative 2.2 million euros reported in 1H07, primarily due to an increase of 0.3m in total operating revenues together with the decrease in operating costs.

Net financial activity (interest income less interest expenses) was a positive 5.0 million euros, 2.5 million euros above 1H07, mainly driven by:

  • higher interest income (6.2m) due to higher loans granted to subsidiaries;
  • lower interest expenses (1.1m) due to lower loans from subsidiaries;
  • higher interest expenses (4.5m) driven by an increase of external debt. During the 2H07, Sonaecom completed the negotiation of a 250 million euros committed underwritten commercial paper programme ("CPP") with guaranteed subscription and a final maturity of five years. Sonaecom's gross debt, since then, is fully contracted by Sonaecom SGPS and internal funding movements are used to allocate cash between our subsidiaries.

Sonaecom SGPS' main source of financial income was the 21.4 million euros of dividends received from Sonaecom Serviços de Comunicação, S.A., which compares with 4.6 million euros received from Optimus Telecomunicações, S.A. in the 1H07.

During the 1H08, Sonaecom SGPS, S.A. recorded an additional 4.6m of provisions for financial investments.

Net results for the period were positive 21.4 million euros mainly explained by the dividends received from Sonaecom Serviços de Comunicação, S.A.. The positive financial activity was fully off-set by the negative EBITDA and the provision for financial investments.

(million euros)

Sonaecom SGPS Balance Sheet 1H07 1H08 y.o.y FY07 var.
Total Net Assets 1.396,9 1.531,9 9,7% 1.572,2 -2,6%
Non Current Assets 1.312,5 1.460,2 11,3% 1.413,7 3,3%
Tangible and Intangible Assets 0,2 0,2 2,7% 0,3 -4,7%
Investments 824,2 898,1 9,0% 920,7 -2,5%
Other non current assets 488,1 561,9 15,1% 492,7 14,0%
Current Assets 84,3 71,7 -15,0% 158,6 -54,8%
Debtors 7,1 7,6 6,9% 9,0 -15,4%
Other current assets 1,9 5,4 190,0% 3,8 42,6%
Liquidity 75,3 58,7 -22,2% 145,8 -59,8%
Shareholders' Funds 1.155,8 1.158,6 0,2% 1.136,1 2,0%
Share capital 366,2 366,2 0,0% 366,2 0,0%
Own shares (8,9) (6,0) 32,5% (8,9) 32,5%
Other Reserves 793,7 777,1 -2,1% 794,1 -2,2%
Net income 4,8 21,4 - (15,3) -
Total Liabilities 241,1 373,3 54,8% 436,1 -14,4%
Non Current Liabilities 147,3 355,4 141,3% 373,8 -4,9%
Bank loans 147,1 355,1 141,4% 373,7 -5,0%
Other non current liabilities 0,2 0,3 57,8% 0,2 91,0%
Current Liabilities 93,8 17,9 -80,9% 62,3 -71,3%
Group Loans 88,3 14,5 -83,6% 17,9 -19,0%
Creditors 1,4 1,4 -4,3% 41,3 -96,7%
Other current liabilities 4,1 2,1 -49,2% 3,1 -34,4%

When compared to FY07, Sonaecom SGPS' standalone liquidity decreased by 87.1 million euros, from 145.8 to 58.7 million euros driven by:

  • a 20.9 million euros decrease of gross debt, excluding non-cash items. Bank debt, mainly usages under the commercial paper programme, decreased by 17.5 million euros and loans from subsidiaries decreased by 3.3 million euros;
  • a negative free cash flow in the amount of 3.3 million euros;
  • a 62.9 million euros increase of loans granted to subsidiaries.

Net debt as at 30 June 2008 stood at 311.3 million euros comprising: (i) gross debt of 369.9 million euros (external debt: 355.5m; applications placed with Sonaecom by subsidiaries: 14.5m) and (ii) liquidity of 58.7 million euros, that includes 57.8 million euros of treasury applications with subsidiaries and 0.8 million euros of bank deposits.

8. Main Regulatory Developments

The following are some of the more important regulatory developments during the 1H08:

Licensing of frequencies in the 450-470 MHz

Following the results of the public consultation carried out during 2007, Anacom approved, in March 2008, the draft conditions for the tendering process related to the allocation of frequencies in the 450-470 MHz band. The proposed conditions include, among other, the following: (i) the granting of frequencies to one single entity; (ii) exclusion of the current mobile operators as well as operators that offer services supported in CDMA450, such as Radiomóvel; and (iii) the requirement for a guarantee in the amount of five million euros to secure the obligations associated with contribution to the Information Society, which is one of the evaluation criteria. The market consultation in relation to these draft conditions took place until May 2008 and only after the results are presented the regulator will initiate the tendering process.

Universal Service

In February 2008, Anacom launched a public consultation on the universal service (minimum communication services defined by law, available to all users, independently of geographical location, and under special conditions to certain people). In this consultation, the regulator has asked for comments in relation to a number of different aspects of the universal service, including its scope, conditions for the designation of the entities that can render the service and the calculation of the respective cost. The consultation also included the request for indications of interest for the granting of the service.

Anacom's opinion regarding the spin-off of Zon Multimedia

During 1H08, Anacom published its opinion on the spin-off of Zon Multimédia, clarifying that it considers Zon no longer as part of the PT Group. As a consequence, the obligations that arise from the analysis of regulated markets to the PT Group are not applicable to Zon. In addition, as the spin-off had a material impact on markets 4 and 5 (wholesale unbundled and wholesale broadband accesses), Anacom announced that it would give priority to the reanalysis of those markets, foreseeing the launch during the 2Q08 of the respective consultation proceedings.

Mobile Termination Rates (MTRs)

Anacom has issued a final decision in relation to MTRs, determining the maximum tariffs applicable from 15 July 2008. The decision envisages the introduction, for the first time since the launch of our mobile business, of asymmetric prices (20%) in mobile traffic, in favour of Optimus until 1 October 2009, at which time prices would converge to €0.065 per minute.

TMN & Vodafone Optimus Asymmetry
Previous 0.11 0.11 0%
15-Jul-08 0.08 0.096 20%
01-Oct-08 0.075 0.09 20%
01-Jan-09 0.07 0.084 20%
01-Apr-09 0,065 0,078 20%
01-Jul-09 0,065 0,072 11%
01-Oct-09 0.065 0.065 0%

Amounts correspond to euros per minute

European Commission consultation on Roaming

The European Commission launched a public consultation process in relation to the Roaming Regulation. The commission has included questions aimed at determining the impacts of the regulation over the operators and consumers, as well as assessing the need and relevancy of extending the current regulation beyond 2010 and increasing its scope so as to include SMS and other data services on roaming.

Next Generation Networks (NGNs)

Anacom launched a public consultation on the subject of Next Generations Networks. The Regulator has asked for comments in a number of areas, ranging from the alternative technical solutions to the possible regulatory frameworks, including the impacts over the current regulated wholesale offers. The consultation period will end in August and Sonaecom expects that the subsequent regulatory guidelines for the deployment of NGNs in Portugal will be published by end October 2008.

Number Portability

As a result of several problems wireline operators were facing in relation to the number portability process with PT, Sonaecom has requested an urgent intervention from Anacom, so as to ensure that: (i) the incumbent fulfils the rules stipulated in the current Portability Regulation; and (ii) that this regulation is amended with the objective of preventing similar problems in the future. These proposed changes, if accepted by the Regulator, would allow for a more efficient number portability as well as a simplification of the process required for the customers to migrate from one operator to another, thus promoting greater competition in the market.

9. Main Corporate Developments and Subsequent Events

Announcement of the FTTH investment plan

On 21 February 2008, Sonaecom announced its 3-year plan for the deployment of fibre, aimed at building the most advanced telecommunications network in Portugal. As part of this plan, Sonaecom proposed to give access to its fibre network to all interested national operators, aligning with regulatory recommendations and the best practices in Europe. In this respect, Sonaecom announced that it plans to invest 240 million euros during a 3 year period in developing this Next Generation Network, which will allow coverage of over 1 million homes and approximately 25% of the Portuguese population.

Extraordinary Shareholders General Meeting held on 2 July 2008

At the company's Extraordinary General Meeting held on the 2nd of July 2008, its shareholders approved the following proposals:

  • a) To amend article 9 of the Company's Articles of Association, in order to allow the Board of Directors to be composed of a minimum of three members and a maximum of twelve members;
  • b) To increase the maximum number of members of the Board of Directors from eleven to twelve and to elect Mr. Franck Dangeard as a member of the Board of Directors for the remainder of the current four year mandate (covering the period from 2008 to 2011);
  • c) To authorise the Board of Directors to purchase own shares up to the limit of 10% and to grant the Board of Directors powers to decide the timing and other conditions under which such purchases shall be made.

The complete list of proposals is available in the Investor Relations section of our website (www.sonae.com).

10. Corporate Governance

A detailed annual Corporate Governance Report is included in Sonaecom's full year 2007 Management Report and Accounts available on our website (www.sonae.com). Our website also has a specific section dedicated to corporate governance.

Highlighted below are the main developments that occurred during 1H08 in relation to corporate governance matters:

Shareholders' Annual General Meeting

According to our Articles of Association, a new mandate for the corporate bodies of Sonaecom started in 2008 (and will run until 2011). Therefore, the following members of the corporate bodies were elected at the Shareholders' Annual General Meeting held on 16 April 2008:

Board of the Shareholders' General Meeting:

Chairman: João Augusto Esmeriz Vieira de Castro Secretary: António Agostinho Cardoso da Conceição Guedes

Board of Directors:

Duarte Paulo Teixeira de Azevedo - Chairman Ângelo Gabriel Ribeirinho dos Santos Paupério George Christopher Lawrie Luís Filipe Campos Dias de Castro Reis Maria Cláudia Teixeira de Azevedo Miguel Nuno Santos Almeida António Sampaio e Mello David Charles Denholm Hobley Gervais Gilles Pellissier Jean-François René Pontal Nuno Manuel Moniz Trigoso Jordão

The following table presents the current composition of Sonaecom's Board of Directors:

Non-Executive
Members Executive Independent Non-Independent
CHAIRMAN
Duarte Paulo Teixeira de Azevedo
DIRECTORS
António Sampaio e Mello
David Charles Denholm Hobley
Franck Emmanuel Dangeard
Gervais Gilles Pellissier
Jean-Francois René Pontal
Nuno Manuel Moniz Trigoso Jordão
Ângelo Ribeirinho Paupério (CEO)
Luís Filipe Campos Dias Reis
George Christopher Lawrie (CFO)
Maria Cláudia Teixeira de Azevedo
Miguel Nuno Santos Almeida

Statutory Audit Board:

Arlindo Dias Duarte Silva (Chairman) Armando Luís Vieira de Magalhães Óscar José Alçada da Quinta Substitute: Jorge Manuel Felizes Morgado

Statutory External Auditor

Deloitte & Associados, SROC, SA, represented by Jorge Manuel Araújo de Beja Neves or by João Luís Falua Costa da Silva.

Amendment to the Articles of Association

At the same Shareholders' Annual General Meeting, it was also resolved to change the company's book-entry bearer shares into book-entry registered shares and, as a consequence thereof, the Company's Articles of Association were amended accordingly.

11. Article 447, 448 and qualified holdings

Article 447

In accordance with article 447 of the Portuguese Company Law.

Shares held by the Board of Directors and respective transactions during first half 2008

Additions Reductions Balance at
30.06.2008
Date Quantity Valor Md. € Quantity Valor Md. € Quantity
BOARD OF DIRECTORS
Duarte Paulo Teixeira de Azevedo
Efanor Investimentos, SGPS, SA (1) 1
Migracom, SGPS, SA (3) 69,996
Sonae, SGPS, SA (6) 3,293
Ângelo Gabriel Ribeirinho dos Santos Paupério
Sonae, SGPS, SA (6) 250,000
Acquisition 11.01.2008 245,436 1,30
Sonaecom, SGPS, SA 225,000
Acquisition 11.01.2008 59,930 2.889
Acquisition 14.01.2008 61,000 2.996
Acquisition 15.01.2008 44,000 2.868
George Christopher Lawrie
Sonaecom, SGPS, SA 162,659
Shares atributted under the Medium Term Incentive
Plan 11.03.2008 17,659 0,00
Sonae, SGPS, SA (6) 62,500
Acquisition 21.01.2008 50,380 1,19
Miguel Nuno Santos Almeida
Sonaecom, SGPS, SA 18,257
Shares atributted under the Medium Term Incentive
Plan 11.03.2008 18,167 0,00
Maria Cláudia Teixeira de Azevedo
Efanor Investimentos, SGPS, SA (1) 1
Linhacom, SGPS, SA (4) 99,996
Sonaecom, SGPS, SA 170
Shares atributted under the Medium Term Incentive
Plan 11.03.2008 10,963 0,00
Sale 31.03.2008 10,963 2.18
Luís Filipe Campos Dias de Castro Reis
Sonaecom, SGPS, SA 4,854
Shares atributted under the Medium Term Incentive
Plan 11.03.2008 4,854 0,00

Notes:

Additions Reductions Balance at
30.06.2008
Date Quantity Valor Md. € Quantity Valor Md. € Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae, SGPS, SA (6) 658,804,424
Pareuro, BV (2) 2,000,000
Capital increase 21.01.2008 1,980,000 151.51
Sonaecom, SGPS, SA 1,000
(2) Pareuro, BV
Sonae, SGPS, SA (6) 400,000,000
(3) Migracom, SGPS, SA
Imparfin, SGPS, SA (5) 150,000
Sonae, SGPS, SA (6) 1,485,000
Acquisition 17.01.2008 193,500 1.29
Acquisition 18.01.2008 1,500 1.24
Sonaecom, SGPS, SA 387,342
(4) Linhacom,SGPS, SA
Imparfin, SGPS, SA (5) 150,000
Sonaecom, SGPS, SA 36,183
Acquisition 31.03.2008 10,963 2.18
Sonae, SGPS, SA (6) 351,296
Acquisition 03.01.2008 3 1.92
(5) Imparfin, SGPS, SA
Sonae, SGPS, SA (6) 4,105,280
Acquisition 03.01.2008 7 1.92
(6) Sonae, SGPS, SA
Sonaecom, SGPS, SA 23,649
Sontel BV (7) 500
(7) Sontel BV
Sonaecom, SGPS, SA 194,423,837
Acquisition Jan.08 3,497,139 2.44
Acquisition Feb.08 1,248,722 2.59
Acquisition Mar.08 2,249,344 2.21
Acquisition Apr.08 2,733,984 2.25
Acquisition May.08 494,741 2.29
Acquisition Jun.08 147,035 2.17

Article 448

In accordance with article 448 of the Portuguese Company Law.

Appendix in accordance with article 448 of the Portuguese Company Law

Number of shares
as of 30.06.2008
Efanor Investimentos, SGPS, SA
Sonae, SGPS, SA 658,804,424
Pareuro, BV 2,000,000
Sonaecom, SGPS, SA 1,000
Pareuro, BV
Sonae, SGPS, SA 400,000,000
Sonae, SGPS, SA
Sonaecom, SGPS, SA 23,649
Sontel BV 500
Sontel BV
Sonaecom, SGPS, SA 194,423,837
Wirefree Services Belgium, S.A.
Sonaecom, SGPS, SA 70,276,868

Qualified holdings

In compliance with sub-paragraph e), of nr 1, of the article 8 of the Securities Market Regulation Board (Regulamento da CMVM) nr 04/2004, we declare the Qualifying Holdings as of 30 June 2008:

Qualifying Holdings as of 30 June 2008
Shareholder Number of
Shares
% of Share
Capital
% Voting
Rights
Sontel BV 194,423,837 53.09% 53.09%
Migracom, SGPS, SA 387,342 0.11% 0.11%
Ângelo Gabriel Ribeirinho dos Santos Paupério 1, 2, 4 225,000 0.06% 0.06%
Belmiro Mendes de Azevedo 1, 3 75,537 0.02% 0.02%
Linhacom SGPS, SA 36,183 0.01% 0.01%
Sonae, SGPS, SA 23,649 0.01% 0.01%
Álvaro Carmona e Costa Portela 1 5,000 0.00% 0.00%
Efanor Investimentos, SGPS, SA 1,000 0.00% 0.00%
Maria Cláudia Teixeira de Azevedo 3,4 170 0.00% 0.00%
Total imputable 195,177,718 53.29% 53.29%
France Telecom, S.A.
Wirefree Services Belgium, S.A. 70,276,868 19.19% 19.19%
Total imputable 70,276,868 19.19% 19.19%
EDP
093X - Telecomunicações Celulares, SA 29,150,000 7.96% 7.96%
Total imputable 29,150,000 7.96% 7.96%

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

(2) Member of the Board of Directors of Sonae Investments, BV

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

(4) Member of the Board of Directors of Sonaecom, SGPS, SA

12. Declaration for the purpose of Article 245 of CVM (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 interim Management Report faithfully describes the most relevant events occurred during the first semester of 2008 and the respective impacts, when applicable, over the financial statements, containing an appropriate description of the major risks and uncertainties within the subsequent six month period.

The Board of Directors

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho Paupério

António Sampaio e Mello

David Charles Denholm Hobley

Frank Emmanuel Dangeard

George Christopher Lawrie

Gervais Gilles Pellissier

Jean-François René Pontal

Luís Filipe Campos Dias de Castro Reis

Maria Cláudia Teixeira de Azevedo

Miguel Nuno Santos Almeida

Nuno Manuel Moniz Trigoso Jordão

13. FINANCIAL INFORMATION

13.1. CONSOLIDATED FINANCIAL STATEMENTS

SONAECOM, S.G.P.S., S.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS FOR THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007 AND

FOR THE YEAR ENDED AT 31 DECEMBER 2007

(Amounts expressed in Euro)

ASSETS Notes June 2008 June 2007 December 2007
NON CURRENT ASSETS:
Tangible assets
1.d), 1.i) and 6 535,146,224 499,470,914 533,166,510
Intangible assets 1.e), 1.f) and 7 273,456,730 164,463,463 189,436,634
Goodwill 1.g) and 9 525,835,473 507,110,677 528,216,604
Investments in associated companies 1.b) and 4 757,069 735,613 747,614
Investments available for sale 1.h), 8 and 10 1,207,320 1,207,320 1,207,320
Deferred tax assets 1.q) and 11 106,986,289 59,971,233 101,118,096
Total non current assets 1,443,389,105 1,232,959,220 1,353,892,778
CURRENT ASSETS:
Inventories 1.j) 27,584,620 25,980,927 24,036,540
Trade debtors
Other current debtors
1.k) and 8
1.k) and 8
185,705,402
23,369,309
138,659,457
15,766,397
192,029,940
17,704,719
Other current assets 1.s), 1.t) and 1.y) 108,532,584 80,792,957 87,096,013
Investments recorded at fair value through profit or loss
Cash and cash equivalents
1.h) and 12
1.l), 8 and 13
-
6,928,032
405,684
198,463,163
-
83,851,612
Total current assets 352,119,947 460,068,585 404,718,824
Total assets 1,795,509,052 1,693,027,805 1,758,611,602
SHAREHOLDERS' FUNDS AND LIABILITIES
SHAREHOLDERS' FUNDS:
Share capital 14 366,246,868 366,246,868 366,246,868
Own shares 1. v) and 15 (6,036,026) (8,938,165) (8,938,165)
Reserves 1.u) 572,609,565 539,026,336 540,469,726
Consolidated net income/(loss) for the period (12,227,592) (4,713,324) 36,777,870
920,592,815 891,621,715 934,556,299
Minority interests 1,021,723 634,765 865,131
Total Shareholders' Funds 921,614,538 892,256,480 935,421,430
LIABILITIES:
NON CURRENT LIABILITIES:
Medium and long-term loans - net of short-term portion 1.m), 1.n), 8 and 16 355,086,523 366,732,884 373,213,990
Other non current financial liabilities 1.i), 8 and 17 17,517,286 15,848,160 17,916,038
Provisions for other liabilities and charges 1.p), 1. t) and 18 32,469,903 24,284,315 30,885,378
Deferred tax liabilities 1.q) and 11 708,186 192,228 284,402
Other non current liabilities 1.s), 1.t), 1.y) 72,875,030 240,736 291,147
Total non current liabilities 478,656,928 407,298,323 422,590,955
CURRENT LIABILITIES:
Short-term loans and other loans 1.m), 1.n), 8, 13 and 16 747,054 97,357,681 624,457
Trade creditors 8 174,755,456 121,678,688 185,332,554
Other current financial liabilities 1.i), 8 and 19 979,699 2,691,070 1,926,041
Other creditors 8 14,879,477 19,987,810 18,350,798
Other current liabilities 1.s), 1.t) and 1.y) 203,875,900 151,757,753 194,365,367
Total current liabilities 395,237,586 393,473,002 400,599,217
Total Shareholders' Funds and liabilities 1,795,509,052 1,693,027,805 1,758,611,602

The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007.

The Chief Accountant The Board of Directors
Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho Paupério

George Christopher Lawrie

Luís Filipe Campos Dias de Castro Reis

Maria Cláudia Teixeira de Azevedo

Miguel Nuno Santos Almeida

António Sampaio e Mello

David Charles Denholm Hobley

Frank Emmanuel Dangeard

Gervais Gille Pellissier

Jean-François René Pontal

Nuno Miguel Moniz Trigoso Santos Jordão

SONAECOM, S.G.P.S., S.A. AND SUBSIDIARIES

CONSOLIDATED PROFIT AND LOSS ACCOUNT BY NATURE

FOR THE QUARTERS AND THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007 AND

FOR THE YEAR ENDED AT 31 DECEMBER 2007

(Amounts expressed in Euro)

Notes June 2008 April to June 2008
(Not audited)
June 2007 April to June 2007
(Not audited)
December 2007
Sales 43,448,742 22,826,228 36,162,925 20,438,165 79,052,510
Services rendered 432,129,758 215,057,554 377,269,117 194,050,052 813,641,181
Other operating revenues 4,335,133 2,805,239 2,067,532 738,108 6,421,176
479,913,633 240,689,021 415,499,574 215,226,325 899,114,867
Cost of sales (55,994,392) (30,203,421) (47,511,676) (25,258,274) (108,621,905)
External supplies and services 20 (291,240,201) (145,607,249) (235,178,071) (121,269,131) (507,530,381)
Staff expenses (48,802,529) (22,730,630) (46,811,654) (23,387,854) (95,000,392)
Depreciation and amortisation 1. d), 1. e), 6 and 7 (77,818,774) (40,547,950) (67,059,659) (30,429,053) (139,982,820)
Provisions and impairment losses 1.p), 1.x) and 18 (7,869,804) (3,772,316) (6,348,493) (2,743,030) (12,176,960)
Other operating costs (7,319,864) (3,756,286) (6,471,002) (3,375,036) (13,791,210)
(489,045,564) (246,617,852) (409,380,555) (206,462,378) (877,103,668)
Gains and losses on associated companies 21 9,456 - (87,573) - 224,427
Gains and losses on investments available for sale 21 - - 2,473,445 - 5,578,307
Other financial expenses 1.n), 1.o), 1.w), 1.x) and 21 (9,508,203) (4,567,850) (20,017,631) (6,766,961) (39,460,766)
Other financial income 1.o), 1.w) and 21 1,608,073 831,472 9,396,252 2,667,642 12,176,948
Current income/(loss) (17,022,605) (9,665,209) (2,116,488) 4,664,628 530,115
Income taxation 1.q), 11 and 22 4,957,606 3,072,384 (2,461,319) (3,296,411) 36,635,013
Consolidated net income/(loss) (12,064,999) (6,592,825) (4,577,807) 1,368,217 37,165,128
Attributed to:
Shareholders of parent company
Minority interests
26 (12,227,592)
162,593
(6,701,547)
108,722
(4,713,324)
135,517
1,290,926
77,291
36,777,870
387,258
Earnings per share
Including discontinued operations
Basic (0.03) (0.02) (0.01) 0.00 0.10
Diluted (0.03) (0.02) (0.01) 0.00 0.10
Excluding discontinued operations
Basic (0.03) (0.02) (0.01) 0.00 0.10
Diluted (0.03) (0.02) (0.01) 0.00 0.10

The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007.

Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo

The Chief Accountant The Board of Directors

Ângelo Gabriel Ribeirinho Paupério

George Christopher Lawrie

Luís Filipe Campos Dias de Castro Reis

Maria Cláudia Teixeira de Azevedo

Miguel Nuno Santos Almeida

António Sampaio e Mello

David Charles Denholm Hobley

Frank Emmanuel Dangeard

Gervais Gille Pellissier

Jean-François René Pontal

Nuno Miguel Moniz Trigoso Santos Jordão

CONSOLIDATED MOVEMENTS IN SHAREHOLDERS' FUNDSFOR THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007

(Amounts expressed in Euro)

Res 200
8
Sha
re
capi
tal
Own
sha
res
(Not
e 15
)
Leg
al
rese
rves
Sha
re
ium
prem
Oth
er
rese
rves
erve
s
Res
s fo
erve
r
Med
ium
Term
Ince
ntive
Pla
ns
Hed
ging
rese
rve
Res
erve
s
of O
wn
sha
res
Fair
valu
e
rese
rves
(No
te 1
0)
Tota
l
rese
rves
Mino
rity
Inte
rests
Net
inco
me/
(loss
)
Tota
l
Bala
at 3
1 De
ber
200
7
nce
cem
366
,246
,868
(8,9
38,1
65)
1,00
2,28
7
775
,290
,377
(248
,360
,691
)
3,18
6,67
8
412
,910
8,93
8,16
5
- 540
,469
,726
- 36,7
77,8
70
934
,556
,299
App
iatio
n of
the
olida
ted
net
lt of
200
7
ropr
cons
resu
Con
me/
(loss
) for
solid
ated
net
inco
the
este
ded
at 3
0 Ju
ne 2
008
sem
r en
Deli
of o
hare
der
Med
ium
Term
Inc
entiv
e Pl
very
wn s
s un
ans
-
-
-
-
-
4,27
5,83
8
-
-
-
-
-
-
36,7
77,8
70
-
2,11
3,54
2
-
-
-
-
-
-
-
-
(4,2
75,8
38)
-
-
-
36,7
77,8
70
-
(2,1
62,2
96)
-
-
-
(36,
777
,870
)
(12,
)
227
,592
-
-
(12,
)
227
,592
2,11
3,54
2
Acq
uisit
ion o
f ow
n sh
ares
Fair
valu
es (
Note
16)
e re
serv
Tran
sfer
to lia
biliti
f the
biliti
iated
he M
ediu
m T
Inc
entiv
to t
es o
rep
onsa
es a
ssoc
erm
e
-
-
(1,3
73,6
99)
-
-
-
-
-
(1,3
73,6
99)
-
-
-
-
755
,674
1,37
3,69
9
-
-
-
-
755
,674
-
-
-
-
(1,3
73,6
99)
755
,674
Plan
s
n fo
Adju
stme
nts i
reig
cy tr
ansl
ation
d ot
hers
n cu
rren
res
erve
s an
-
-
-
-
-
-
-
-
-
(44,
)
731
(3,1
78)
86,6
-
-
-
-
-
-
-
(3,1
78)
86,6
(44,
)
731
-
-
-
-
(3,1
78)
86,6
(44,
)
731
Bala
at 3
0 Ju
ne 2
008
nce
366
,246
,868
(6,0
26)
36,0
1,00
2,28
7
775
,290
,377
(210
)
,887
,709
- 1,16
8,58
4
6,03
6,02
6
- 572
,609
,565
- (12,
)
227
,592
920
,592
,815
Mino
rity i
nter
ests
Bala
at 3
1 De
ber
200
7
nce
cem
Mino
rity i
lts
nter
ests
on
resu
Othe
r cha
nges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
865
,131
162
,593
(6,0
00)
-
-
-
865
,131
162
,593
(6,0
00)
Bala
at 3
0 Ju
ne 2
008
nce
- - - - - - - - - - 1,02
1,72
3
- 1,02
1,72
3
Tota
l
366
,246
,868
(6,0
36,0
26)
1,00
2,28
7
775
,290
,377
(210
,887
,709
)
- 1,16
8,58
4
6,03
6,02
6
- 572
,609
,565
1,02
1,72
3
(12,
227
,592
)
921
,614
,538
200
7
Res
erve
s
Sha
re
capi
tal
Own
sha
res
(Not
e 15
)
Leg
al
rese
rves
Sha
re
ium
prem
Oth
er
rese
rves
Res
s fo
erve
r
Med
ium
Term
Ince
ntive
Pla
ns
Hed
ging
rese
rve
Res
erve
s
of O
wn
sha
res
Fair
valu
e
rese
rves
(No
te 1
0)
Tota
l
rese
rves
Mino
rity
Inte
rests
Net
inco
me/
(loss
)
Tota
l
Bala
at 3
1 De
ber
200
7
nce
cem
366
,246
,868
- 559
,078
775
,290
,377
(225
,277
,495
)
952
,390
- - 5,12
1,87
6
556
,646
,226
- (13,
883
,168
)
909
,009
,926
App
iatio
n of
the
olida
ted
lt of
200
6
net
ropr
cons
resu
Con
solid
ated
inco
me/
(loss
) for
the
ded
at 3
0 Ju
ne 2
007
net
este
sem
r en
Acq
uisit
ion o
f ow
n sh
ares
Fair
valu
e re
serv
es
of t
Rec
ition
he M
ediu
m T
Inc
entiv
e Pl
ogn
erm
ans
-
-
-
-
-
-
-
(8,9
38,1
65)
-
-
443
,209
-
-
-
-
-
-
-
-
-
(14,
326
,377
)
-
(8,9
38,1
65)
-
-
-
-
-
-
1,07
5,07
8
-
-
-
-
-
-
-
8,93
8,16
5
-
-
-
-
-
(5,1
21,8
76)
-
(13,
883
,168
)
-
-
(5,1
21,8
76)
1,07
5,07
8
-
-
-
-
-
13,8
83,1
68
(4,7
13,3
24)
-
-
-
-
(4,7
13,3
24)
(8,9
38,1
65)
(5,1
21,8
76)
1,07
5,07
8
s (st
tax)
Reim
burs
nts o
f exp
s inc
d in
sha
pital
incr
eme
ense
urre
re ca
ease
amp
Adju
stme
nts i
n fo
reig
cy tr
ansl
ation
d ot
hers
n cu
rren
res
erve
s an
-
-
-
-
-
-
-
-
400
,000
(89,
924)
-
-
-
-
-
-
-
-
400
,000
(89,
)
924
-
-
-
-
400
,000
(89,
)
924
Bala
at 3
0 Ju
ne 2
007
nce
366
,246
,868
(8,9
65)
38,1
1,00
2,28
7
775
,290
,377
(248
)
,231
,961
2,02
7,46
8
- 8,93
8,16
5
- 539
,026
,336
- (4,7
24)
13,3
891
,621
,715
Mino
rity i
nter
ests
Bala
at 3
1 De
ber
200
6
nce
cem
Mino
rity i
nter
ests
lts
on
resu
Othe
r cha
nges
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
471
,382
135
,517
27,8
66
-
-
-
471
,382
135
,517
27,8
66
Bala
at 3
0 Ju
ne 2
007
nce
- - - - - - - - - - 634
,765
- 634
,765
Tota
l
366
,246
,868
(8,9
65)
38,1
1,00
2,28
7 7
75,2
90,3
77
(248
)
,231
,961
2,02
7,46
8
- 8,93
8,16
5
- 539
,026
,336
634
,765
(4,7
24)
13,3
892
,256
,480

The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007.

SONAECOM, S.G.P.S., S.A. AND SUBSIDIARIES

CONSOLIDATED CASH FLOW STATEMENT

FOR THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007

(Amounts expressed in Euro)

30 June 2008 30 June 2007
Operating activities
Receipts from trade debtors 470,671,199 412,258,795
Payments to trade creditors (367,997,968) (298,476,096)
Payments to employees (57,305,865) (57,513,586)
Cash flows from operating activities 45,367,366 56,269,113
Payments/receipts relating to income taxes, net (2,225,668) (2,050,775)
Other payments/receipts relating to operating activities, net (5,033,942) 2,231,802
Cash flows from operating activities (1) 38,107,756 38,107,756 56,450,140 56,450,140
Investing activities
Receipts from:
Investments 1,496,920 108,461,474
Tangible assets 170,667 560,420
Intangible assets 3,599 11,927
Interest and similar income 1,425,285 3,096,471 8,850,061 117,883,882
Payments for:
Investments (927,119) (209,747)
Tangible assets (73,184,511) (54,844,525)
Intangible assets (14,358,265) (88,469,895) (9,285,421) (64,339,693)
Cash flows from investing activities (2) (85,373,424) 53,544,189
Financing activities
Payments for:
Leasings (1,345,095) (2,360,378)
Interest and similar expenses (9,564,240) (26,220,326)
Own shares (1,373,699) (8,938,165)
Loans obtained (17,500,000) (29,783,034) - (37,518,869)
Cash flows from financing activities (3) (29,783,034) (37,518,869)
Net cash flows ( 4 )=( 1 )+( 2 )+( 3 ) (77,048,702) 72,475,460
Effect of the foreign exchanges 2,525 124,561
Cash and cash equivalents at the beginning of the year (83,227,155) (125,842,921)
Cash and cash equivalents at the end of the semester 6,180,978
5,050
198,442,942
249,122
The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007. 0 0
249,122
Chief Accountant The Board of Directors

Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho Paupério

George Christopher Lawrie

Luís Filipe Campos Dias de Castro Reis

Maria Cláudia Teixeira de Azevedo

Miguel Nuno Santos Almeida

António Sampaio e Mello

David Charles Denholm Hobley

Frank Emmanuel Dangeard

Gervais Gille Pellissier

Jean-François René Pontal

Nuno Miguel Moniz Trigoso Santos Jordão

SONAECOM, S.G.P.S., S.A. AND SUBSIDIARIES

APPENDIX TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007

(Amounts expressed in Euro)
1 - Acquisition or sale of subsidiaries or other businesses 30 June 2008 30 June 2007
a) Amounts paid from acquisitions of previous years
Tecnológica Telecomunicações, Ltda. 842,911 209,747
Cape Technologies, Limited 3,470 -
Praesidium Holdings Limited 80,738 -
927,119 209,747
b) Amount received from acquisitions of previous years (price adjustments)
Telemilénio Telecomunicações - Sociedade Unipessoal, Lda. 1,496,920 -
c) Amount of other assets and liabilities sold
Portugal Telecom, S.G.P.S., S.A. Shares -
1,496,920
108,461,474
108,461,474
2 - Details of cash and cash equivalents:
Cash in hand 60,157 127,347
Cash at bank 5,462,850 2,753,082
Treasury applications 1,405,025 195,582,734
Overdrafts (747,054) (20,221)
Cash and cash equivalents
Overdrafts
6,180,978
747,054
198,442,942
20,221
Cash assets 6,928,032 198,463,163
3 - Description of non monetary financing activities
a) Bank credit granted and not used 132,111,398 99,599,377
b) Purchase of company through the issue of shares Not applicable Not applicable
c) Conversion of loans into shares Not applicable Not applicable
4 - Cash flow breakdown by activity
Activity Cash flow Cash flow Cash flow Net
from from from Cash
operating activities investing activities financing activities Flows
Telecommunication 54,683,402 (85,309,331) (2,619,067) (33,244,996)
Multimedia 898,666 (231,971) (9,608) 657,088
Information Systems (15,261,280) (1,072,685) (75,598) (16,409,564)
Others (2,213,032) 1,240,563 (27,078,761) (28,051,230)
38,107,756 (85,373,424) (29,783,034) (77,048,702)

The notes are an integral part of the consolidated financial statements at 30 June 2007 and 2008.

Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo

Chief Accountant The Board of Directors

Ângelo Gabriel Ribeirinho Paupério

George Christopher Lawrie

Luís Filipe Campos Dias de Castro Reis

Maria Cláudia Teixeira de Azevedo

Miguel Nuno Santos Almeida

António Sampaio e Mello

David Charles Denholm Hobley

Frank Emmanuel Dangeard

Gervais Gille Pellissier

Jean-François René Pontal

Nuno Miguel Moniz Trigoso Santos Jordão

13.2. NOTES TO THE SONAECOM CONSOLIDATED FINANCIAL STATEMENTS

Notes to the consolidated financial statements at 30 June 2008 and 2007

(Amounts expressed in Euro)

SONAECOM, S.G.P.S., S.A. (hereinafter referred to as "the Company" or "Sonaecom") was established on 6 June 1988, under the name Sonae – Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia – Portugal. It is the parent company of the group of companies listed in Notes 2, 3 and 4 ("the Group").

Pargeste, S.G.P.S., S.A.'s subsidiaries in the communications and information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.

On 3 November 1999 the Company's share capital was increased, its articles of association were modified and its name was changed to Sonae.com, S.G.P.S., S.A.. Since then the Company's corporate object has been the management of investments in other companies. Also on 3 November 1999, the Company's share capital was redenominated to Euro, being represented by one hundred and fifty million shares with a nominal value of 1 Euro each.

On 1 June 2000, the Company carried out a Combined Share Offer, involving the following:

  • A Retail Share Offer of 5,430,000 shares, representing 3.62% of the share capital, made in the domestic market and aimed at: (i) employees of the Sonae Group; (ii) customers of the companies controlled by Sonaecom; and (iii) the general public.

  • An Institutional Offering for sale of 26,048,261 shares, representing 17.37% of the share capital, aimed at domestic and foreign institutional investors.

In addition to the Combined Share Offer, the Company's share capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae, S.G.P.S., S.A. (a shareholder of Sonaecom, hereinafter referred to as "Sonae"). The capital increase was subscribed for and paid up on the date the price of the Combined Share Offer was determined, and paid up in cash, 31,000,000 new ordinary shares of 1 Euro each being issued. The subscription price for the new shares was the same as that fixed for the sale of shares in the aforementioned Combined Share Offer, which was Euro 10.

In addition, Sonae sold 4,721,739 Sonaecom shares under an option granted to the banks leading the Institutional Offer for Sale and 1,507,865 shares to Sonae Group managers and to the former owners of the companies acquired by Sonaecom.

By decision of the Shareholders' General Meeting held on 17 June 2002, Sonaecom's share capital was increased from Euro 181,000,000 to Euro 226,250,000 by public subscription reserved for the existing shareholders, 45,250,000 new shares of 1 Euro each having been fully subscribed for and paid up at the price of Euro 2.25 per share.

On 30 April 2003, the company's name was changed by public deed to SONAECOM, S.G.P.S., S.A..

By decision of the Shareholders' General Meeting held on 12 September 2005, Sonaecom's share capital was increased in Euro 70,276,868, from Euro 226,250,000 to Euro 296,526,868, by the issuance of 70,276,868 new shares of 1 Euro each and with a share premium of Euro 242,455,195, fully subscribed by France Telecom. The corresponding public deed was executed on 15 November 2005.

By decision of the Shareholders General Meeting held on 18 September 2006, Sonaecom's share capital was increased in Euro 69,720,000, from Euro 296,526,868 to Euro 366,246,868, by the issuance of 69,720,000 new shares of 1 Euro each and with a share premium of Euro 275,657,217, subscribed by 093X – Telecomunicações Celulares, S.A. (EDP) and Parpública – Participações Públicas, SGPS, S.A.(Parpública). The corresponding public deed was executed on 18 October 2006.

By decision of the Shareholders General Meeting held on 16 April 2008, bearer shares were converted into registered shares.

The Group's business consists essentially of:

-Mobile telecommunications operations;

-Fixed telecommunications operations and Internet;

-Multimedia;

-Information systems consultancy.

The Group operates in Portugal and has some subsidiaries (from the information systems consultancy segment) operating in Brasil, United Kingdom, Irland, Poland, Australia and United the States of America.

Since 1 January 2001 all Group companies based in the Euro zone have adopted the Euro as their base currency for processing, systems and accounting.

The consolidated financial statements are also presented in Euro, rounded at unit, and the transactions in foreign currencies are included in accordance with the accounting policies detailed below.

1. Basis of presentation

The accompanying financial statements relate to the consolidated financial statements of the Sonaecom Group and have been prepared on a going concern basis, based on the accounting records of the companies included in the consolidation (Notes 2, 3 and 4) in accordance with the International Financial Reporting Standards ("IAS/IFRS") as adopted by the European Union ("EU"). These financial statements were prepared based on the acquisition cost, except for the revaluation of financial instruments, and taking into consideration IAS 34 – "Interim Financial Reporting".

For Sonaecom, there are no differences between IFRS as adopted by European Union and IFRS published by the International Accounting Standards Board.

Sonaecom adopted "IAS/IFRS" for the first time according to SIC 8 (First time adoption of IAS) on 1 January 2003.

On 29 March 2007, with mandatory effect as from 1 January 2009, but with earlier adoption allowed, the IASB issued a revised IAS 23 – "Borrowing Costs", which in relation to its previous version, eliminated the possibility of immediate recognition in the profit and loss statement of borrowing costs relating to assets that require a substantial period of time to be ready for use or sale. Sonaecom had already adopted the procedure of capitalizing such costs as part of the cost of the related assets and, consequently, the revision of this standard did not have any impact on the Group consolidated financial statements.

Additionally, the following standards and interpretations were issued, but their application was not mandatory or the endorsement by the European Union has not occurred yet:

  • Review and Amendment of IAS 1 – "Presentation of Financial Statements" – (mandatory at 1 January 2009);

  • Amendment to IAS 16 – "Property, Plant and Equipment" – (mandatory at 1 January 2009);

  • Amendment to IAS 19 – "Employee Benefits" – (mandatory at 1 January 2009);

  • Amendment to IAS 20 – "Government Grants" – (mandatory at 1 January 2009);

  • Amendment to IAS 27 – "Consolidated and Separate Financial Statements" – (mandatory at 1 January and 1 July 2009);

  • Amendment to IAS 28 – "Investments in Associates" – (mandatory at 1 January 2009);

  • Amendment to IAS 29 – "Financial Reporting in Hyperinflationary Economies" – (mandatory at 1 January 2009);

  • Amendment to IAS 31 – "Interests in Joint Ventures" – (mandatory at 1 January and 1 July 2009);

  • Amendment to IAS 32 – "Financial Instruments: Disclosure and Presentation" – (mandatory at 1 January 2009);

  • Amendment to IAS 36 – "Impairment of Assets" – (mandatory at 1 January 2009);

  • Amendment to IAS 38 – "Intangible Assets" – (mandatory at 1 January 2009);

  • Amendment to IAS 39 – "Financial Instruments" – (mandatory at 1 January 2009);

  • Amendment to IAS 40 – "Investment Property" – (mandatory at 1 January 2009);

  • Amendment to IAS 41 – "Agriculture" – (mandatory at 1 January 2009);

  • Amendment to IFRS 1 – "First-time Adoption of International Financial Reporting Standards'" – (mandatory at 1 January 2009);

  • Amendment to IFRS 2 – "Share – based Payment" – (mandatory at 1 January 2009);

  • Review of IFRS 3 – "Business Combinations" – (mandatory at 1 July 2009);

  • Amendment to IFRS 5 – "Non-current Assets Held for Sale and Discontinued Operations" – (mandatory at 1 January 2009);

  • IFRS 8 – "Operating Segments" – (mandatory at 1 January 2009);

  • IFRIC 12 – "Service Concession Arrangements" – (mandatory at 1 January 2008, but not yet endorsed in the EU);

  • IFRIC 13 – "Customer Loyalty Programmes" – (mandatory at 1 July 2008);

  • IFRIC 14 "IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction" – mandatory at 1 January 2008, but not yet endorsed in the EU);

  • IFRIC 15 "Agreements for the Construction of Real Estate" (mandatory at 1 January 2009);
  • IFRIC 16 "Hedges of a Net Investment in a Foreign Operation" (mandatory at 1 October 2008).

At 30 June 2008, the Group already adopted IFRIC 13. The other standards and interpretations will have no significant impact on the Group's consolidated financial statements.

The accounting policies and measurement criteria adopted by the Group at 30 June 2008 are comparable with those used in the preparation of the consolidated financial statements at 31 December 2007.

Main accounting policies

The main accounting policies used in the preparation of the accompanying consolidated financial statements are as follows:

a) Investments in Group companies

Investments in companies in which the Group has direct or indirect voting rights at Shareholders' General Meetings, in excess of 50%, or in which it has control over the financial and operating policies (definition of control used by the Group) were fully consolidated in the accompanying consolidated financial statements. Third party participations in the shareholders' equity and net results of those companies are recorded separately in the consolidated balance sheet and in the consolidated profit and loss statement, respectively, under the caption 'Minority interests'.

When losses attributable to minority shareholders exceed minority interests in shareholders' funds of the subsidiaries, the Group absorbs the excess together with any additional losses, except when the minority shareholders have the obligation and are able to cover those losses. If subsidiaries subsequently report profits, the Group appropriates all the profits until the amount of the minority interests in the losses absorbed by the Group is recovered.

In the acquisition of subsidiaries, the purchase method is applied. The results of subsidiaries bought or sold during the year are included in the profit and loss statement as from the date of acquisition (or of control acquisition) or up to the date of sale (or of control cession). Intra Group transactions, balances and dividends are eliminated.

The expenses incurred with the acquisition of investments in Group companies are considered as part of the acquisition cost.

The fully consolidated companies are listed in Note 2.

b) Investments in associated companies

Investments in associated companies (generally investments representing between 20% and 50% of a company's share capital) are recorded using the equity method.

In accordance with the equity method, investments are adjusted annually by the amount corresponding to the Group's share of the net results of associated companies, against a corresponding entry to gain or loss for the year, and by the amount of dividends received, as well as by other changes in the equity of the associated companies, which are recorded by a corresponding entry to the caption 'Other reserves'. An assessment of the investments in associated companies is performed annually, with the aim of detecting possible impairment situations.

When the Group's share of accumulated losses of an associated company exceeds the book value of the investment, the investment is recorded at nil value, except when the Group has assumed commitments to the associated company, in which case a provision is recorded under the caption 'Provisions for other liabilities and charges'.

Investments in associated companies are listed in Note 4.

c) Companies jointly controlled

The financial statements of companies jointly controlled have been consolidated in the accompanying financial statements by the proportional method, since their acquisition date. According to this method, assets, liabilities, income and costs of these companies have been included into the accompanying consolidated financial statements, in the proportion attributable to the Group.

The excess of cost in relation to the fair value of identifiable assets and liabilities of the jointly controlled companies at the time of their acquisition is recorded as Goodwill (Note 8). If the difference between cost and the fair value of the net assets and liabilities acquired is negative, it is recognised as income for the period, after reconfirmation of the fair value of the identifiable assets and liabilities.

The transactions, balances and dividends distributed among Group companies and jointly controlled companies are eliminated in the proportion attributable to the Group.

The classification of financial investments as jointly controlled is determined, among other things, on the Shareholders' Agreements that govern the jointly controlled companies.

A detail of the companies jointly controlled is disclosed in Note 3.

d) Tangible assets

Tangible assets are recorded at their acquisition cost less accumulated depreciation and less estimated accumulated impairment losses.

Depreciations are calculated on a straight-line monthly basis as from the date the assets are available for use in the necessary conditions to operate as intended by the management, by a corresponding charge to the profit and loss statement caption 'Depreciation and amortisation'.

Impairment losses detected in the realization value of tangible assets are recorded in the year in which they arise, by a corresponding charge to the caption 'Depreciation and amortisation' of the profit and loss statement.

The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:

Years of useful
life
Buildings 50
Other constructions 10 - 20
Networks 10 - 20
Other plant and machinery 8
Vehicles 4
Fixtures and fittings 3 - 10
Tools 5 - 8
Other tangible assets 4 - 8

Current maintenance and repair costs of fixed assets are recorded as costs in the year in which they occur. Improvements of significant amount, which increase the estimated useful life of the assets, are capitalised and depreciated in accordance with the remaining estimated useful life of the corresponding assets.

The estimated costs related with the mandatory dismantling and removal of tangible assets, incurred by the Group, are capitalised and amortised in accordance with the estimated useful life of the corresponding assets.

Work in progress corresponds to fixed assets still in the construction/development stage which are recorded at their acquisition cost. These assets are depreciated as from the moment they are in condition to be used and when they are start operating as intended by the management. Good conditions in terms of network coverage and/or necessary quality and technical reliability to ensure minimum services are examples of conditions evaluated by the management.

During the second half of 2007, based on independent appraisals reports, the Group reassessed, on a prospective basis, the useful life of certain assets recorded under the caption 'Tangible assets'.

e) Intangible assets

'Intangible assets' are recorded at their acquisition cost less accumulated amortisation and less estimated accumulated impairment losses. Intangible assets are only recognised if it is likely that they will bring future economic benefits to the Group, if the Group controls them and if their cost can be reasonably measured.

Intangible assets comprise, essentially, software (excluding the one included in tangible assets – telecommunication sites' software), industrial property, costs incurred with the mobile network operator licenses

(GSM and UMTS) and the fixed network operator licenses, as well as the costs incurred with the acquisition of customers portfolios (value attributed under the purchase price allocation in business combinations).

Amortisations are calculated on a straight-line monthly basis, over the estimated useful life of the assets (three to six years) as from the month in which the corresponding expenses are incurred. Mobile and fixed network operator licenses are amortised over the period for which they were granted (15 years). The UMTS license is being amortised on a straight-line basis for an 11 year period, which corresponds to the period between the commercial launch date and the maturity date of the license. Additional license costs, namely the ones related to the commitments assumed by the Group under the UMTS license, regarding the contributions to the "Information Society", are being amortised up to the end of the license. The amortisation of the customer's portfolios is provided on a straight-line basis over the estimated average retention period of the customers (5 to 6 years).

Internally-generated intangible assets, namely research and development expenditures, are recognised in the profit and losses statement when incurred. Development expenditures can only be recognised as an intangible asset if the Group demonstrates the ability to complete the project and is able to put it in use or available for sale.

Amortisation for the period is recorded in the profit and loss statement under the caption 'Depreciation and amortisation'.

f) Brands and patents

Brands and patents are recorded at their acquisition cost and are amortised on a straight-line basis over their respective estimated useful life. When the estimated useful life is undetermined, they are not depreciated but are subject to annual impairment tests.

g) Goodwill

Differences between the cost of investments in subsidiaries and associated companies and the amount attributed to the fair value of the identifiable assets and liabilities at the time of their acquisition, when positive, are recorded under the caption 'Goodwill', and, when negative, after a reapreciation of its calculation, are recorded directly in the profit and loss statement. Until 1 January 2004, 'Goodwill' was amortised over the estimated period of recovery of the investments, usually ten years, and the annual amortisation was recorded in the profit and loss statement under the caption 'Depreciation and amortisation'. Since 1 January 2004 and in accordance with the IFRS 3 – "Business Combinations", the Group has ceased the amortisation of the 'Goodwill'. Impairment losses of Goodwill are recorded in the profit and loss statement for the period under the caption 'Depreciation and amortisation'.

In subsequent acquisitions of financial investments already held by the Group, an amount of Goodwill is registered equal to the difference between the acquisition cost of such financial investment and the proportional amount of the shareholders funds of the acquired company.

h) Investments

The Group classifies its investments in the following categories: 'financial assets at fair value through profit or loss', 'loans and receivables', 'held-to-maturity investments', and 'available-for-sale financial assets'. The classification depends on the purpose for which the investments were acquired.

The classification of the investments is determined at the initial recognition and re-evaluated every quarter.

a) 'Financial assets at fair value through profit or loss'

This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if it is acquired principally for the purpose of selling it in the short term or if the adoption of this method allows reducing or eliminating an accounting mismatch. Derivatives are also registered as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to mature within twelve months of the balance sheet date.

b) 'Loans and receivables'

Loans and receivables are non-derivative financial assets with fixed or variable payments that are not quoted in an active market. These financial investments arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable.

Loans and receivables are carried at amortised cost using the effective interest method, deducted from any impairment losses.

Loans and receivables are recorded as current assets, except when its maturity is greater than twelve months from the balance sheet date, situation in which they are classified as non-current assets. Loans

and receivables are included in the captions 'trade debtors' and 'other current debtors' in the balance sheet.

c) 'Held-to-maturity investments'

Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed maturities that the Group's management has the positive intention and ability to hold until their maturity.

d) 'Available-for-sale financial assets'

Available-for-sale financial assets are non-derivative investments that are either designated in this category or not classified in any of the other above referred categories. They are included in non-current assets unless management intends to dispose them within twelve months of the balance sheet date.

Purchases and sales of investments are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. The 'Financial assets at fair value through profit or loss' are initially recognised at fair value and the transaction costs are recorded in the income statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or all substantial risks and rewards of their ownership have been transferred.

'Available-for-sale financial assets' and 'Financial assets at fair value through profit or loss' are subsequently carried at fair value.

'Loans and receivables' and 'Held-to-maturity investments' are carried at amortised cost using the effective interest method.

Realised and unrealised gains and losses arising from changes in the fair value of financial assets classified at fair value through profit or loss are recognised in the profit and losses statement. Realised and unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit and losses statement as gains or losses from investment securities.

The fair value of quoted investments is based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to similar instruments, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances. The fair value of listed investments is determined based on the closing Euronext share price at the balance sheet date.

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In case of equity securities classified as available for sale, a significant or prolonged decline (decline above 25% in two consecutive quarters) in the fair value of the security below its cost is considered in determining whether the securities are impaired. If such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment losses on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the profit and losses statement. Impairment losses recognised in the profit and losses statement on equity securities are not reversed through the profit and losses statement.

i) Financial and operational leases

Lease contracts are classified as financial leases, if, in substance, all risks and rewards associated with the detention of the leased asset are transferred by the lease contract or as operational leases, if, in substance, there is no transfer of risks and rewards associated with the detention of the leased assets.

The lease contracts are classified as financial or operational in accordance with the substance and not with the form of the respective contracts.

Fixed assets acquired under finance lease contracts and the related liabilities are recorded in accordance with the financial method. Under this method the tangible assets, the corresponding accumulated depreciation and the related liability are recorded in accordance with the contractual financial plan at fair value or, if less, at the present value of payments. In addition, interests included in lease payments and the depreciation of the tangible assets are recognised as expenses in the profit and loss statement for the year to which they relate.

Assets under long term rental contracts are recorded in accordance with the operational lease method. In accordance with this method, the rents paid are recognised as an expense, over the rental period.

j) Inventories

Inventories are stated at their acquisition cost, net of any impairment losses, which reflects its estimated net realisable value.

Accumulated inventory impairment losses reflect the difference between the acquisition cost and the realisable amount of inventories, as well as the estimated impairment losses due to low turnover, obsolescence and deterioration (Note 18).

k) Trade and other current debtors

Trade and other current debtors are recorded at their net realisable value and do not include interests, since the discount effect is not significant.

These financial investments arise when the Group provides money, supplies goods or provides services directly to a debtor with no intention of trading the receivable.

The amount of this caption is presented net of any impairment losses. Future reversals of impairment losses are recorded in the profit and loss statement under the caption 'Other operating revenues'.

l) Cash and cash equivalents

Amounts included under the caption 'Cash and cash equivalents' correspond to amounts held in cash and term bank deposits and other treasury applications where the risk of change in value is insignificant.

The consolidated cash flow statement has been prepared in accordance with IAS 7, using the direct method. The Group classifies, in the caption 'Cash and cash equivalents', investments that mature in less than three months, for which the risk of change in value is insignificant. The caption 'Cash and cash equivalents' in the cash flow statement also includes bank overdrafts, which are reflected in the balance sheet caption 'Short-term loans and other loans'.

The cash flow statement is classified by operating, financing and investing activities. Operating activities include collections from customers, payments to suppliers, payments to personnel and other flows related to operating activities. Cash flows from investing activities include the acquisition and sale of investments in associated and subsidiaries companies, as well receipts and payments resulting from the purchase and sale of fixed assets. Cash flows from financing activities include payments and receipts relating to loans obtained and finance lease contracts.

All amounts included under this caption are likely to be realised in the short term and there are no amounts given or pledged as guarantee.

m) Loans

Loans are recorded as liabilities by the "amortised cost". Any expenses incurred in setting up loans are recorded as a deduction to the nominal debt and recognised during the period of the financing, based on the effective interest rate method. The interests incurred but not yet due are added to the loans caption until their payment.

n) Financial expenses relating to loans obtained

Financial expenses related to loans obtained are generally recognised as expenses at the time they are incurred. Financial expenses related to loans obtained directly for the acquisition, construction or production of fixed assets are capitalised as part of the cost of the assets. These expenses are capitalised starting from the time of preparation for the construction or development of the asset and are interrupted when the assets are ready to operate, at the end of the production or construction phases or when the associated project is suspended.

o) Derivatives

The Group only uses derivatives in the management of its financial risks to hedge against such risks. The Group does not use derivatives for trading purposes.

The cash flow hedges used by the Group are related to interest rate swap operations to hedge against interest rate risks on loans obtained. The amounts, interest payment dates and repayment dates of the underlying interest rate swaps are similar in all respects to the conditions established for the contracted loans. Changes in the fair value of cash flow hedges are recorded in assets or liabilities, against a corresponding entry under the caption 'Hedging reserves' in shareholders' funds.

In cases where the hedge instrument is not effective, the amounts that arise from the adjustments to fair value are recorded directly in the profit and loss statement.

p) Provisions and contingencies

Provisions are recognised when, and only when, the Group has a present obligation (either legal or implicit) resulting from a past event, the resolution of which is likely to involve the disbursement of funds by an amount that can be reasonably estimated. Provisions are reviewed at the balance sheet date and adjusted to reflect the best estimate at that date.

Provisions for restructurings are only registered if the Group has a detailed plan and if that plan has already been communicated to the parties involved.

Contingent liabilities are not recognised in the consolidated financial statements but are disclosed in the notes, if the possibility of a cash outflow affecting future economic benefits is not remote.

Contingent assets are not recognised in the consolidated financial statements but are disclosed in the notes when future economic benefits are likely to occur.

q) Income tax

'Income tax' expense represents the sum of the tax currently payable and deferred tax. Income tax is recognised in accordance with IAS 12.

Sonaecom has adopted, since 1 January 2008, the special regime for the taxation of groups of companies, under which, the provision for income tax is determined on the basis of the estimated taxable income of all the companies covered by that regime, in accordance with such rules. The special regime for the taxation of groups of companies covers all subsidiaries on which the group holds at least 90% of their share capital, with its headquarters located in Portugal and subject to Corporate Income Tax (IRC). The remaining Group companies not covered by the special regime for the taxation of groups of companies are taxed individually based on their respective taxable income, in accordance with the tax rules in force in the location of the headquarters of each company.

Deferred taxes are calculated using the liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the respective amounts for tax purposes.

Deferred tax assets are only recognised when there is reasonable expectation that sufficient taxable profits shall arise in the future to allow such deferred tax assets to be used. At the end of each semester the recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profits are, likely, enabling the recovery of such assets (Note 11).

Deferred taxes are calculated with the tax rate that is expected to be in force at the time the asset or liability will be used.

Whenever deferred taxes derive from assets or liabilities directly registered in Shareholders' funds, its recording is also made in Shareholders' funds captions. In all other situations, deferred taxes are always registered in the profit and loss statement.

r) Government subsidies

Subsidies awarded to finance personnel training are recognised as income during the period in which the Group incurs the associated costs and are included in the profit and loss statement as a deduction to such costs.

Subsidies awarded to finance investments in tangible assets are registered as deferred income and are included in the profit and loss statement during the estimated useful life of the corresponding assets.

s) Accrual basis and revenue recognition

Expenses and income are recorded in the period to which they relate, regardless of their date of payment or receipt. Estimated amounts are used when actual amounts are not known.

The captions of 'Other non-current assets', 'Other current assets', 'Other non-current liabilities' and 'Other current liabilities' include expenses and income relating to the current period, where payment and receipt will occur in future periods, as well as payments and receipts in the current period but which relate to future periods. The later shall be included by the corresponding amounts in the results of the periods that they relate to.

Revenue from telecommunications services is recognised in the period in which it occurs. Such services are invoiced on a monthly basis. Revenues not yet invoiced, from the last invoicing cycle to the end of the month, are estimated and recorded based on actual traffic. Differences between the estimated and actual amounts, which are usually not material, are recorded in the following period.

Sales revenues are recognised in the consolidated profit and loss statement when the significant risks and rewards associated with the ownership of the assets are transferred to the buyer and the amount of the corresponding revenue can be reasonably quantified. Sales are recognised net of taxes and discounts.

The income related to pre-paid cards is recognised whenever the minutes are used. At the end of each period the minutes still to be used are estimated and the amount of income associated with those minutes is deferred.

Costs relating to customer loyalty programmes, under which points are awarded by the subsidiary Sonaecom – Serviços de Comunicações, S.A., are calculated taking into consideration the probability of the redemption of the points, and are recognised, as a deduction to income, at the time the points are granted, by a corresponding entry in the caption 'Other current liabilities'.

The revenues and costs of the consultancy projects developed in the information systems consultancy segment are recognised in each period, according to the percentage of completion method.

Non-current financial assets and liabilities are recorded at fair value and, in each period, the financial actualisation of the fair value is recorded in the profit and loss statement under the caption 'Other financial expenses' and 'Other financial income'.

Dividends are recognised when the shareholders rights to receive such amounts are appropriately established and communicated.

t) Balance sheet classification

Assets and liabilities due in more than one year from the date of the balance sheet are classified, respectively, as non-current assets and non-current liabilities.

In addition, considering their nature, the deferred taxes and the provisions for other liabilities and charges, are classified as non current assets and liabilities (Notes 11 and 18).

u) Reserves

Legal reserve

Portuguese commercial legislation requires that at least 5% of the annual net profit must be appropriated to a legal reserve, until such reserve reaches at least 20% of the share capital. This reserve is not distributable, except in case of liquidation of the Company, but may be used to absorb losses, after all the other reserves are exhausted, or to increase the share capital.

Share premiums

The Share premiums relate to premiums generated in the issuance of capital or in capital increases. According to Portuguese law, Share premiums follow the same requirements of 'Legal reserves', i.e., they are not distributable, except in case of liquidation, but they can be used to absorb losses, after all the other reserves are exhausted or to increase share capital.

Medium Term Incentive Plans Reserves

According to IFRS 2, the responsibility related with the equity settled plans is registered under the heading of Medium Term Incentive Plan Reserves, which are not distributable and which can not be used to absorb losses.

Hedging reserve

Hedging reserve reflects the changes in fair value of "cash-flow" hedges derivates that are considered effective (Note 1.o) and it is non distributable nor can it be used to absorb losses.

Own shares reserve

The own shares reserve reflects the acquisition value of the own shares and follows the same requirements of legal reserves.

Under Portuguese law, the amount of distributable reserves is determined in accordance with the individual financial statements of the Company, presented in accordance with IAS/IFRS. Therefore, at 30 June 2008, Sonaecom, SGPS, S.A., did not have any reserves which by their nature could be considered distributable.

v) Own shares

Own shares are recorded as a deduction of shareholders funds. Gains or losses arisen from the sale of own shares are recorded under the heading "Other reserves".

w) Foreign currency

All assets and liabilities expressed in foreign currency were translated into Euro using the exchange rates in force at the balance sheet date.

Favourable and unfavourable foreign exchange differences resulting from changes in the rates in force at transaction date and those in force at the date of collection, payment or at the balance sheet date are recorded as income and expenses in the consolidated profit and loss statement of the period, in financial results.

Entities operating abroad with organisational, economic and financial autonomy are treated as foreign entities.

Assets and liabilities of the financial statements of foreign entities are translated into Euro using the rates of exchange in force at the balance sheet date, while expenses and income in such financial statements are translated into Euro using the average rate of exchange for the period. The resulting exchange differences are recorded in the shareholders' funds caption 'Other reserves'.

Goodwill and adjustments to fair value generated in the acquisitions of foreign entities reporting in a functional currency other than Euro are translated into Euro using the exchange rates prevailing at the balance sheet date.

The following rates were used to translate into Euro the financial statements of foreign subsidiaries:

2008 2007
30.06.2008 Average 30.06.2007 Average
Pounds Sterling 1.26223 1.29082 - -
Brazilian Real 0.39822 0.38563 0.38426 0.36805
American Dollar 0.63436 0.65407 - -
Zloti (Poland) 0.29839 0.28668 - -
Australian Dollar 0.61084 0.60473 - -

x) Assets impairment

Impairment tests are performed at the date of each balance sheet and whenever an event or change of circumstances indicates that the recorded amount of an asset may not be recoverable. Whenever the book value of an asset is greater than the amount recoverable, an impairment loss is recognised and recorded in the profit and loss statement under the caption 'Depreciation and amortisation' in the case of fixed assets and goodwill, under the caption 'Other financial expenses' in the case of financial investments or under the caption 'Provisions and impairment losses', in relation to the other assets. The recoverable amount is the greater of the net selling price and the value of use. Net selling price is the amount obtainable upon the sale of an asset in a transaction within the capability of the parties involved, less the costs directly related to the sale. The value of use is the present value of the estimated future cash flows expected to result from the continued use of the asset and of its sale at the end of its useful life. The recoverable amount is estimated for each asset individually or, if this is not possible, for the cash-generating unit to which the asset belongs.

Evidence of the existence of impairment in accounts receivables appears when:

  • the counterparty presents significant financial difficulties;
  • there are significant delays in interest payments and in other leading payments from the counterparty;
  • it is probable that the debtor goes into liquidation or into a financial restructuring.

For certain categories of financial assets for which it is not possible to determine the impairment for each asset individually, the analysis is made for a group of assets. Evidence of an impairment loss in a portfolio of accounts receivable may include past experience in terms of collections, increasing number of delays in collections, as well as changes in national or local economic conditions that are related with the collections capacity.

For Goodwill and Financial investments, the recoverable amount is determined based on business plans duly approved by the the Group's Board of Directors and supported by reports prepared by independent entities. For accounts receivables, the Group uses historical and statistic information to estimate the amounts in impairment. For inventories, the impairment is calculated based on market evidence and several indicators of stock rotation.

y) Medium Term Incentive Plans

The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 – "Share-based Payments".

Under IFRS 2, when the settlement of plans established by the Group involves the delivery of Sonaecom's own shares, the estimated responsibility is recorded, as a credit entry, under the caption 'Reserves – Medium Term Incentive Plans', within the heading 'Shareholders' funds' and is charged as an expense under the caption 'Staff expenses' in the profit and loss statement.

The quantification of this responsibility is based on fair value and is recognised over the vesting period of each plan (from the award date of the plan until its vesting or settlement date). The total responsibility, at any point of time, is calculated based on the proportion of the vesting period that has "elapsed" up to the respective accounting date.

When the responsibilities associated with any plan are covered by a hedging contract, i.e., when those responsibilities are replaced by a fixed amount payable to a third party and when Sonaecom is no longer the party that will deliver the Sonaecom shares, at the settlement date of each plan, the above accounting treatment is subject to the following changes:

  • a) The total gross fixed amount payable to third parties is recorded in the balance sheet as either 'Other non current liabilities' or 'Other current liabilities';
  • b) The part of this responsibility that has not yet been recognised in the profit and loss statement (the "unelapsed" proportion of the cost of each plan) is deferred and is recorded, in the balance sheet as either 'Other non current assets' or 'Other current assets';
  • c) The net effect of the entries in (a) and (b) above eliminate the original entry to 'Shareholders' funds';
  • d) In the profit and loss statement, the "elapsed" proportion continues to be charged as an expense under the caption 'Staff expenses'.

For plans settled in cash, the estimated liability is recorded in the balance sheet captions 'Other non current liabilities' and 'Other current liabilities' by a corresponding entry to the profit and losses statement caption 'Staff expenses', for the cost relating to the vesting period that has "elapsed" up to the respective accounting date. The liability is quantified based on the fair value of the shares as of each balance sheet date.

When the liability is covered by a hedging contract, recognition is made in the same way as described above, but with the liability being quantified based on the contractually fixed amount.

Equity-settled plans to be liquidated through the delivery of shares of the parent company are recorded as if they were settled in cash, which means that the estimated liability is recorded in the balance sheet captions 'Other non current liabilities' and 'Other current liabilities' by a corresponding entry to the profit and losses statement caption 'Staff expenses', for the cost relating to the deferred period elapsed. The liability is quantified based on the fair value of the shares as of each balance sheet date.

At 30 June 2008, only one of the Sonaecom share plans was covered through own shares. The other two plans were not covered. Therefore the impacts of the share plans of the Medium Term Incentive Plans are registered, in the balance sheet, in the captions 'Other non current liabilities' and 'Other current liabilities'. The cost is recognised in the profit and losses statement caption 'Staff expenses'.

In relation to plans which shall be liquidated through the delivery of shares of the parent company, the Group signed contracts with an external entity, under which the price for the acquisition of those shares was fixed. The responsibility associated to those plans is recorded based on that fixed price, proportionally to the period of time elapsed since the award date until the date of record, in captions 'Other non current liabilities' and 'Other current liabilities'. The cost is recognised in the profit and losses statement caption 'Staff expenses'.

During the semester ended at 30 June 2008, the Board of Directors of Sonaecom decided to convert the settlement of its Medium Term Incentive Plans from settlement in shares to settlement in cash, as this option is provided in such plans.

z) Subsequent events

Events occurring after the date of the balance sheet which provide additional information about conditions prevailing at the time of the balance sheet (adjusting events) are reflected in the consolidated financial statements. Events occurring after the balance sheet date that provide information on post-balance sheet conditions (non adjusting events), when material, are disclosed in the notes to the consolidated financial statements.

aa) Judgements and estimates

The most significant accounting estimates reflected in the consolidated financial statements of the semesters ended at 30 June 2008 and 2007, are as follows:

  • a) Useful lives of tangible and intangible assets;
  • b) Impairment analysis of goodwill and of other tangible and intangible assets;
  • c) Recognition of impairment losses on assets and provisions;
  • d) Assessment of the responsibilities associated with the customers' loyalty programs.

Estimates used are based on the best information available during the preparation of the consolidated financial statements and are based on the best knowledge of past and present events. Although future events are not controlled by the Group neither foreseeable, some could occur and have impact on such estimates. Changes to the estimates used by the management that occur after the approval date of these consolidated financial statements, will be recognised in net income, in accordance with IAS 8, using a prospective methodology.

The main estimates and assumptions in relation to future events included in the preparation of these consolidated financial statements are disclosed in the correspondent notes.

ab) Financial risk management

Due to its activities, the Group is exposed to a variety of financial risks such as market risk, liquidity risk and credit risk.

These risks arise from the unpredictability of financial markets, which affect the capacity of project cash flows and profits. The Group financial risk management, subject to a long term ongoing perspective, seeks to minimize potential adverse effects that derive from that uncertainty, using, every time it is possible and advisable, derivative financial instruments to hedge the exposure to such risks (Note 1. o)).

Market risk

a. Foreign exchange risk

The Group operates internationally, having subsidiaries that operate in Brazil, United Kingdom, Poland, United States of America and Australia and so it is exposed to foreign exchange rate risk.

Foreign exchange risk management seeks to minimize the volatility of investments and transactions made in foreign currency and contributes to reduce the sensitivity of Group results to changes in foreign exchange rates.

Whenever possible, the Group uses natural hedges to manage exposure, by offsetting credits granted and credits received expressed in the same currency. When such procedure is not possible, the Group adopts derivative financial hedging instruments.

The Group's exposure to the foreign exchange rate risk, results essentially from the fact that some of its subsidiaries report in a currency different from Euro, being the risk of operational activity immaterial.

b. Interest rate risk

Sonaecom's total debt is indexed to variable rates, exposing the total cost of debt to a high risk of volatility. The impact of this volatility in the Group results or in its shareholders´ funds is mitigated by the effect of the following factors (i) relatively low level of financial leverage; (ii) possibility to use derivative instruments that hedge the interest rate risk, as mentioned below; (iii) possible correlation between the level of market interest rates and economic growth having the later a positive effect in other lines of the Group's consolidated results (particularly operational), and in this way partially offsetting the increase of financial costs ("natural hedge"); and (iv) the existence of stand alone or consolidated liquidity which is also bearing interest at a variable rate.

The Group only uses derivatives or similar transactions to hedge interest rate risks considered significant. Three main principles are followed in all instruments selected and used to hedge interest rate risk:

  • For each derivative or instrument used to hedge a specific loan, the interest payment dates on the loans subject to hedging must equalize the settlement dates defined under the hedging instrument;
  • Perfect match between the base rates: the base rate used in the derivative or hedging instrument should be the same as that of the facility / transaction which is being hedged;
  • As from the start of the transaction, the maximum cost of the debt, resulting from the hedging operation is known and limited, even in scenarios of extreme changes in market interest rates, so that the resulting rates are within the cost of the funds considered in the Group's business plan.

As all Sonaecom's borrowings (Note 16) are at variable rates, interest rate swaps and other derivatives are used to hedge future changes in cash flow relating to interest payments. Interest rate swaps have the financial effect of converting the respective borrowings from floating rates to fixed rates. Under the interest rate swaps, the Company agrees with third parties (banks) to exchange, in pre-determined periods, the difference between the amount of interest calculated at the fixed contract rate and the floating rate at the time of re-fixing, by reference to the respective agreed notional amounts.

The counterparties of the derivative hedging instruments are limited to highly rated financial institutions, being the Group's policy, when contracting such instruments, to give preference to financial institutions that form part of its financing transactions. In order to select the counterparty for occasional operations, Sonaecom requests proposals and indicative prices form a representative number of banks in order to ensure adequate competitiveness of these operations.

In determining the fair value of hedging operations, the Group uses certain methods, such as option valuation and discounted future cash flow models, using assumptions based on market interest rates prevailing at the balance sheet date. Comparative financial institution quotes for the specific or similar instruments are used as a benchmark for the valuation.

The fair value of the derivatives contracted, that are considered as fair value hedges or the ones that are considered not sufficiently effective for cash flow hedge (in accordance with the provisions established in IAS 39), are recognised under borrowings captions and changes in the fair value of such derivatives are recognised directly in the profit and loss statement for the period. The fair value of derivatives of cash flow hedge, that are considered effective according to IAS 39, are recognised under borrowing captions and changes in the fair value are recognised in equity.

Sonaecom Board of Directors approves the terms and conditions of the financing with significant impact in the Group, based on the analysis of the debt structure, the risks and the different options in the market, particularly as to the type of interest rate (fixed /variable). Under the policy defined above, the Executive Committee is responsible for the decision on the occasional interest rate hedging contracts, through the monitoring of the conditions and alternatives existing in the market.

c. Liquidity risk

The existence of liquidity in the Group requires the definition of some policies for an efficient and secure management of the liquidity, allowing to maximize the profitability and to minimize the opportunity costs related with that liquidity.

The liquidity risk management has a threefold objective: (i) Liquidity, i.e., to ensure the permanent access in the most efficient way to obtain sufficient funds to settle current payments in the respective dates of maturity as well as any eventual not forecasted requests for funds, in the deadlines set for this; (ii) Safety, i.e, to minimize the probability of default in any reimbursement of application of funds; and (iii) Financial Efficiency, i.e., to ensure that the Group maximizes the value / minimizes the opportunity cost of holding excess liquidity in the short term.

The main underlying policies correspond to the variety of instruments allowed, the maximum acceptable level of risk, the maximum amount of exposure by counterparty and the maximum periods for investments.

The existing liquidity in the Group should be applied to the alternatives and by the order described below:

  • i. Amortization of short term debt after comparing the opportunity cost of amortization and the opportunity cost related to alternative investments;
  • ii. Consolidated management of liquidity the existing liquidity in Group companies, should mainly be applied in Group companies, to reduced the use of bank debt at a consolidated level;
  • iii. Applications in the market.

The applications in the market are limited to eligible counterparties, with ratings previously established by the Board and limited to certain maximum amounts by counterparty.

The definition of maximum amounts intends to assure that the application of liquidity in excess is made in a prudent way and taking into consideration the best practices in terms of bank relationships.

The maturity of applications should equalize the forecasted payments (or the applications should be easily convertible, in case of asset investments, to allow urgent and not estimated payments), considering a threshold for eventual deviations on the estimates. The threshold depends on the accuracy level of treasury estimates and would be determined by the business. The accuracy of the estimates is an important variable to quantify the amounts and the maturity of the applications in the market.

The maturity analysis for the loans obtained is presented in the Note 16.

d. Credit Risk

The Group's exposure to credit risk is mainly associated with the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Group only negotiates with entities with high credit quality.

The management of this risk seeks to guarantee that the amounts owing are effectively collected within the periods negotiated without affecting the financial health of the Group. The Group uses credit rating agencies and has specific departments responsible for risk control, collections and management of processes in litigation, which all contribute to the mitigation of credit risk.

The amounts included in the financial statements related to trade debtors and other debtors, net from impairment losses, represent the maximum exposure of the Group to credit risk.

2. Companies included in the consolidation

Group companies included in the consolidation through full consolidation method, their head offices, main activity, shareholders and percentage of share capital held at 30 June 2008 and 2007, are as follows:

Percentage of share capital held
2008 2007
Company
(Commercial Brand)
Head Office Main activity Shareholder Direct Effective* Direct Effective*
Parent company:
SONAECOM, S.G.P.S.,
S.A. ("Sonaecom")
Maia Management of shareholdings. - - - - -
Subsidiaries:
Be Artis - Concepção,
Construção e Gestão de
Redes de Comunicações,
S.A. ("Artis") (a) (b)
Maia Design, construction, management and
exploitation of electronic communications
networks and their equipment and
infrastructure,management of technologic
assets and rendering of related services.
Sonaecom 100% 100% - -
Be Towering – Exploração
de Torres de
Telecomunicações, S.A.
("Be Towering" ) (c)
Maia Implementation, installation and
exploitation of towers and other sites for the
instalment of telecommunications
equipment.
Sonaecom
Serviços de
Comunicações
100% 100% - -
Optimus - - 100% 100%
Cape AsiaPac PTY Limited
("Cape Asia") (d)
New South
Wales
Rendering of consultancy services in the
area of information systems.
Cape
Technologies
100% 100% - -
Cape Poland Sp. Z.o.o.
("Cape Poland") (d)
Posnan Rendering of consultancy services in the
area of information systems.
Cape
Technologies
100% 100% - -
Cape Technologies
Americas, Inc ("Cape
America") (d)
Delaware Rendering of consultancy services in the
area of information systems.
Cape
Technologies
100% 100% - -
Cape Technologies Limited
("Cape Technologies") (d)
Dublin Rendering of consultancy services in the
area of information systems.
We Do 100% 100% - -
Cape Technologies (UK)
Limited ("Cape UK") (d)
Cardiff Rendering of consultancy services in the
area of information systems.
Cape
Technologies
100% 100% - -
Digitmarket – Sistemas de
Informação, S.A.
("Digitmarket" – using the
brand "Bizdirect")
Maia Development of management platforms
and
commercialisation
of
products,
services and information, with the internet
as its main support.
Sonae.com
Sistemas de
Informação
75.10% 75.10% 75.10% 75.10%
Mainroad – Serviços em
Tecnologias de
Informação, S.A.
("Mainroad")
Maia Rendering of consultancy services in IT
areas.
Sonae.com
Sistemas de
Informação
100% 100% 100% 100%

* Sonaecom effective participation

(a) Company formerly designated as "Optimus Artis - Concepção, Construção e Gestão de Redes de Comunicações, S.A.".

(b) Company established in October 2007.

(c) Company formerly designated as "Optimus Towering – Exploração de Torres de Telecomunicações, S.A.".

(d) Companies acquired in October 2007.

Percentage of share capital held
2008 2007
Company
(Commercial Brand)
Head Office Main activity Shareholder Direct Effective* Direct Effective*
Miauger – Organização e
Gestão de Leilões
Electrónicos, S.A.
("Miauger")
Maia Organisation and management of
electronic auctions of products and
services on-line.
Sonaecom 100% 100% 100% 100%
M3G – Edições Digitais,
S.A. ("M3G")
Lisbon Digital publishing, electronic publishing and
production of Internet contents.
Público 100% 100% 100% 99%
Optimus –
Telecomunicações, S.A.
("Optimus")
Maia Rendering of mobile telecommunications
services and the establishment,
management and operation of
telecommunications networks.
Sonae Telecom
Sonaecom
(Merged) 49.06%
50.94%
49.06%
50.94%
Per-Mar – Sociedade de
Construções, S.A.
("Per-Mar")
Maia Purchase, sale, renting and operation of
property and commercial establishments.
Sonaecom
Serviços de
Comunicações
100% 100% - -
Optimus - - 100% 100%
Praesidium Services
Limited ("Praesidium
Services") (a)
Berkshire Rendering of consultancy services in the
area of information systems.
We Do UK 100% 100% - -
Praesidium Technologies
Limited ("Praesidium
Technologies") (a)
Berkshire Rendering of consultancy services in the
area of information systems.
We Do UK 100% 100% - -
Público – Comunicação
Social, S.A. ("Público")
Oporto Editing, composition and publication of
periodical and non-periodical material.
Sonaetelecom
BV
100% 100% 99% 99%
Saphety Level – Trusted
Services, S.A. (Saphety)
Maia Rendering services, training, consultancy
services in the area of communication,
process and electronic certification of data;
trade, development and representation of
software.
Sonae.com
Sistemas de
Informação
100% 100% 100% 100%
Sonaecom BV Amsterdam Management of shareholdings. Sonaecom 100% 100% 100% 100%
Sonaecom - Serviços de
Comunicações, S.A.
Maia Implementation, operation, exploitation and
offer of networks and rendering services of
Sonaecom 53.54% 53.54% 58.33% 58.33%
("Novis" and "Optimus") electronic comunications and related
resources; offer and commercialisation of
products and equipments of electronic
Sonae Telecom 37.94% 37.94% - -
communications. Sonaecom BV 8.52% 8.52% - -
Sonae Matrix - - 41.67% 41.67%
Sonae.com - Sistemas de
Informação, S.G.P.S., S.A.
("Sonae.com Sistemas de
Informação")
Maia Management of shareholdings in the area
of corporate ventures and joint ventures.
Sonaecom 100% 100% 100% 100%
Sonae Matrix Multimédia,
S.G.P.S., S.A. ("Sonae
Matrix")
Maia Management of shareholdings in the area
of multimedia trade.
Sonaecom (Liquidated) 100% 100%
* Sonaecom effective participation

(a) Companies acquired in October 2007.

Percentage of share capital held
2008 2007
Company
(Commercial Brand)
Head Office Main activity Shareholder Direct Effective* Direct Effective*
Sonae Telecom, S.G.P.S.,
S.A. ("Sonae Telecom")
Maia Management of shareholdings in the area
of mobile telecommunications.
Sonaecom 100% 100% 100% 100%
Sonaetelecom BV Amsterdam Management of shareholdings. Sonaecom 100% 100% 100% 100%
Tecnológica
Rio de
Rendering of consultancy and technical
Telecomunicações, LTDA.
Janeiro
assistance in the area of IT systems and
("Tecnológica")
telecommunications.
We Do Brasil 99.99% 99.90% 99.99% 99.22%
Telemilénio
Telecomunicações -
Sociedade Unipessoal,
Lda. ("Tele2") (a)
Lisbon Rendering of mobile telecommunications
services, including fixed
telecommunications and internet service.
Sonaecom 100% 100% - -
We Do Consulting –
Sistemas de Informação,
S.A. ("We Do")
Maia Rendering of consultancy services in the
area of information systems.
Sonae.com
Sistemas de
Informação
100% 100% 99.32% 99.32%
Wedo do Brasil Soluções
Rio de
Commercialisation
of
software
and
Informáticas, Ltda.
Janeiro
hardware; rendering of consultancy and
("We Do Brasil")
technical
assistance
related
to
information
technology
and
data
processing.
We Do 99.91% 99.91% 99.91% 99.23%
We Do Technologies (UK)
Limited
("We Do UK") (b)
Berkshire Management of shareholdings. We Do 100% 100% - -
* Sonaecom effective participation
(a) Company acquired in September 2007.
(b) Company formerly designated as "Praesidium Holdings Limited".

All the above companies were included in the consolidation in accordance with the full consolidation method under the terms of IAS 27 (majority of voting rights, through the ownership of shares in the companies).

3. Companies jointly controlled

At 30 June 2008, the Group jointly controlles and consolidates through the proportional method the following companies:

Percentage of share capital held
2008 2007
Company
(Commercial Brand)
Head Office Main activity Shareholder Direct Effective* Direct Effective*
Vipu Ace ("Sexta") (a) Lisbon Optimization of resources for
activity of editing of contents for
periodic publications in paper to
digital media, video or TV.
Público 50% 50% - -

* Sonaecom effective participation

(a) Joint venture established in October 2007

At 30 June 2008, the main contributes from this jointly controlled entity to the consolidated accounts of the Group are as follows (debit/ (credit)):

2008
Non current assets 13,279
Current assets 147,268
Current liabilities (179,367)
Net results 286,340
Total revenues (199,753)
Total costs 486,094

4. Investments in associated companies

At 30 June 2008 and 2007, this caption included investments in associated companies, which head offices, main activities, shareholders, percentage of share capital held and book value were as follows:

Percentage of share capital held
2008 2007 Book value
Company
(Commercial brand)
Head Office Main activity Shareholder Direct Effective* Direct Effective* 2008 2007
Associated companies:
Net Mall, S.G.P.S., S.A.
("Net Mall")
Maia Management
of shareholdings.
Sonae.Com
Sistemas de
Informação
39.51% 39.51% 39.51% 39.51% (a) (a)
Sociedade Independente
de Radiodifusão Sonora,
S.A. ("S.I.R.S." – using the
brand name " Rádio Nova")
Oporto Sound broadcasting.
Radio station.
Público 45% 45% 45% 45% (a) (a)
Unipress – Centro Gráfico,
Lda. ("Unipress")
V.N. Gaia Trade and industry of
graphic
design
and
publishing.
Público 40% 40% 40% ,
40%
757,069 735,613
Profimetrics – Software
Solutions, S.A.
(Profimetrics)
Maia Development
of software solutions to
optimize
the
retail
sales.
Sonae.com
Sistemas de
Informação
(Sold) 30% 30% - (a)
* Sonaecom effective participation
(a) Investment recorded at a nil book value
757,069 735,613

At 30 June 2008 and 2007 the movement occurred in the caption investments in associated companies refers only to the application of the equity method to Unipress.

The associated companies were included in the consolidated financial statements in accordance with the equity method, as referred in Note 1. b). It was not necessary to make any adjustments between the accounting policies of the associated companies and the Group accounting policies, since there were no significant differences.

At 30 June of 2008, the assets, liabilities, total revenues and net results of associated companies were as follows:

Company Assets Liabilities Total revenues Net results
Net Mall, S.G.P.S., S.A. 14,568 21,488 115 (1,203)
Sociedade Independente de Radiodifusão
Sonora, S.A.
649,816 604,547 672,814 89,362
Unipress - Centro Gráfico, Lda (1) 9,828,695 7,947,107 3,581,171 53,639

(1) Values at 31.12.2007

5. Changes in the Group

5. a) Acquistions

During the semester ended at 30 June 2008, no changes occurred in the Group as a result of new acquisitions.

In the semester ended at 30 June 2007 the following changes occurred in the composition of the Group:

2007
Purchaser Subsidiary
Date
% acquired Current %
shareholding
Sonae.com SI We Do Jan-07 0.70% 98.36%
Sonae.com SI We Do Feb-07 0.66% 99.02%
Sonae.com SI We Do Mar-07 0.06% 99.08%
Sonae.com SI We Do Apr-07 0.14% 99.22%
We Do Brasil Tecnológica Apr-07 99.99% 99.99%
Sonae.com SI We Do May-07 0.10% 99.32%

During the semester ended at 30 June 2007 and as a result of the above mentioned acquisitions, additional Goodwill of Euro 207,905 was recorded (Note 9).

5. b) Others

During the semester ended at 30 June 2008, the Cape Group's purchase price (acquired at October 2007) was adjusted since the deferred portion of the price, dependent on the fulfilling of a set of pre-established conditions, was not satisfied. Therefore, the purchase price and accordingly the Goodwill decrease in an amount of Euro 2,409,079 (Note 9).

On 1 November 2007, the merger of Optimus into Novis occur, i.e., the merger of the mobile and fixed telecommunications divisions was completed. This operation represented an internal reorganization and a natural step in the development of the integrated telecommunications strategy which intends to: (i) reinforce the Group's growth strategy both in organic and non organic terms; (ii) position the Group to be able to anticipate and react to market trends that are moving more and more towards Fixed/Mobile convergence; (iii) facilitate the further development of new products and services; and (iv) improve operating efficiencies and reduce costs.

6. Tangible Assets

The movement in tangible assets and in the corresponding accumulated depreciation and impairment losses in the semesters ended at 30 June 2008 and 2007 was as follows:

Buildings and
other
Plant and Fixtures and Other tangible
Land constructions machinery Vehicles fittings Tools assets Work in progress Total
GROSS ASSETS
Balance at 31.12.2007 1,391,593 235,216,110 842,983,026 129,546 143,432,036 1,096,920 2,728,382 36,846,800 1,263,824,413
Additions - 915,547 4,021,007 17,404 5,443,169 - 1,573,221 47,668,470 59,638,818
Disposals - (52,945) (157,032) (18,224) (223,460) - - - (451,661)
Transfers and write-offs - 2,758,478 28,388,925 - 1,943,938 10,258 1,850 (33,167,648) (64,199)
Balance at 30.06.2008 1,391,593 238,837,190 875,235,926 128,726 150,595,683 1,107,178 4,303,453 51,347,622 1,322,947,371
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES:
Balance at 31.12.2007 - 118,050,343 492,489,934 94,160 116,612,257 1,040,128 2,371,081 - 730,657,903
Depreciation for the semester - 6,323,316 42,859,782 13,687 7,822,523 10,495 246,374 - 57,276,177
Disposals - (11,136) (93,698) (2,408) (78,468) - - - (185,710)
Transfers and write-offs - 60,000 1,278 - (10,077) - 1,576 - 52,777
Balance at 30.06.2008 - 124,422,523 535,257,296 105,439 124,346,235 1,050,623 2,619,031 - 787,801,147
Net value 1,391,593 114,414,667 339,978,630 23,287 26,249,448 56,555 1,684,422 51,347,622 535,146,224
Land Buildings and
other
constructions
Plant and
machinery
Vehicles Fixtures and
fittings
Tools Other tangible
assets
Work in progress Total
GROSS ASSETS
Balance at 31.12.2006 1,391,593 223,133,165 744,209,079 53,271 134,075,541 1,087,839 2,567,599 22,560,357 1,129,078,444
Additions - 2,770,544 1,656,104 17,241 323,488 - 15,780 47,150,574 51,933,731
Disposals - (615,258) (218,767) (36,427) (27,656) - - (9,972) (908,080)
Transfers and write-offs - 1,440,952 41,331,053 19,321 1,652,821 368 61,706 (45,546,527) (1,040,307)
Balance at 30.06. 2007 1,391,593 226,729,403 786,977,469 53,406 136,024,194 1,088,207 2,645,085 24,154,432 1,179,063,788
ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES:
Balance at 31.12.2006 - 108,987,153 418,800,773 48,768 103,280,214 1,021,794 2,168,000 - 634,306,702
Depreciation for the semester - 6,728,960 37,432,234 876 6,914,685 9,060 95,639 - 51,181,454
Reversal of impairment losses in
the semester
- (8,863) (120,207) - (79,516) (228) (16) - (208,830)
Disposals - (401,724) (57,196) (1,672) (12,410) - - - (473,002)
Transfers and write-offs - (4,932,979) (42,970) - (236,039) (21) (1,441) - (5,213,450)
Balance at 30.06. 2007 - 110,372,547 456,012,634 47,972 109,866,934 1,030,605 2,262,182 - 679,592,874
Net value 1,391,593 116,356,856 330,964,835 5,434 26,157,260 57,602 382,903 24,154,432 499,470,914

The additions during the semester included: assets associated with the UMTS operation (Universal Mobile Telecommunications Service); HSDPA (Kanguru Express); ULL assets (unbundling of the local loop); and assets related with the Triple Play project and FTTH (Fibre-to-the-Home).

The reversals of impairment losses have been recorded under the heading of 'Other operating revenues'.

The acquisition cost of Tangible assets held by the Group under finance lease contracts, amounted to Euro 25,509,674 and Euro 22,172,019 as of 30 June 2008 and 2007, respectively and their net book value as of those dates amounted to Euro 19,889,781 and Euro 19,104,598, respectively.

At 30 June 2008, the heading 'Tangible assets' does not include any asset pledged or given as a guarantee for loans obtained, except for the assets acquired under financial lease contracts.

Tangible assets in progress at 30 June 2008 and 2007 were made up as follows:

2008 2007
Development of mobile network 36,867,165 13,227,827
Development of fixed network 7,816,717 7,686,494
Information systems 3,287,083 2,976,584
Other projects in progress 3,376,657 263,527
51,347,622 24,154,432

At 30 June 2008 and 2007, the amounts of commitments to third parties relating to investments to be made were as follows:

2008 2007
Network 42,580,583 20,048,889
Information systems 7,973,577 6,399,925
50,554,160 26,448,814

7. Intangible assets

In the semesters ended at 30 June 2008 and 2007, the movement in Intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:

Brands and
patents and other
rights
Software Intangible assets
in progress
Total
GROSS ASSETS:
Balance at 31.12.2007 184,616,429 212,851,390 5,011,298 402,479,117
Additions 96,036,912 1,349,406 6,993,077 104,379,395
Disposals - (3,599) - (3,599)
Transfers and write-offs 13,359 1,813,470 (1,620,454) 206,375
Balance at 30.06.2008 280,666,700 216,010,667 10,383,921 507,061,288
ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES:
Balance at 31.12.2007 48,060,543 164,981,940 - 213,042,483
Amortisation for the semester 10,672,751 9,869,846 - 20,542,597
Disposals - (229) - (229)
Transfers and write-offs (1) 19,708 - 19,707
Balance at 30.06.2008 58,733,293 174,871,265 - 233,604,558
Net value 221,933,407 41,139,402 10,383,921 273,456,730
Brands and
patents and other
Intangible assets
rights Software in progress Total
GROSS ASSETS:
Balance at 31.12.2006 147,400,303 190,159,744 7,986,808 345,546,855
Acquired companies (Note 4.a)) - 2,358,832 - 2,358,832
Additions 8,328,051 259,793 6,697,139 15,284,983
Disposals - (15,034) (11,420) (26,454)
Transfers and write-offs 64,101 5,065,380 (9,159,621) (4,030,140)
Balance at 30.06.2007 155,792,455 197,828,715 5,512,906 359,134,076
ACCUMULATED AMORTISATION AND IMPAIRMENT LOSSES:
Balance at 31.12.2006 31,677,199 147,204,682 - 178,881,881
Amortisation for the semester 7,066,568 8,811,637 - 15,878,205
Reversal of impairment losses in the semester (236) (131,636) - (131,872)
Disposals - (2,880) - (2,880)
Transfers and write-offs 79 45,200 - 45,279
Balance at 30.06.2007 38,743,610 155,927,003 - 194,670,613
Net value 117,048,845 41,901,712 5,512,906 164,463,463

At 30 June 2008, the additions for the semester include the amount of Euro 95 million that represent the present value of the estimated responsibilities with the "Initiatives E" project.

Under the agreed terms resulting from the grant of the UMTS License, Sonaecom – Serviços de Comunicações (Optimus at the time) committed to contribute to the promotion and development of a 'Information Society' in Portugal. The total amount of the obligations assumed arose to Euro 274 million which will have to be realised until the end of the license period (2015).

In accordance with the Agreement established on 5 June 2007, with the Ministry of Public Works, Transport and Communications ( "MOPTC"), part of these commitments, up to Euro 159 million, would be realised through own projects eligible as contributions to the 'Information Society' which will be incurred under the normal course of Sonaecom – Serviços de Comunicações, S.A.'s business (investments in network and technology, if not directly related with the accomplishment of other obligations inherent to the attribution of the UMTS License, and activities of research, development and promotion of services, contents and applications). These own projects must be recognized by the MOPTC and by entities created specially for this purpose. At the date of approval of these financial statements, Euro 64 million were already incurred in previous years and were validated by the entities referred above. The remaining amount is currently under evaluation or not yet realised. These charges

will be recorded in the attached financial statements at the moment the projects are carried out and the estimated costs are known.

The remaining commitments, up to Euro 116 million, will be realised as agreed between Sonaecom- Serviços de Comunicações and MOPTC, through contributions to the "Initiatives E" project (modem offers, discounts on tariffs, cash contributions, among others, assigned to the widespread use of broadband internet for students and teachers). These contributions are made through an open fund, called 'Fund for the Information Society', established by the three mobile operators with businesses in Portugal. The success of this project, initiated in the end of 2007, was dependent on the beneficiaries' participation to the various initiatives (e-opportunities, e-school and e-teacher) and could have been subject to revision during a period of 12 months, i.e., until June 2008. Due to that fact, it was not possible, at 31 December 2007, to estimate in a reliable way the success of this project, and therefore, at that date it was not possible to produce a secure and reliable estimate of the responsibilities to be recognized.

Taking in consideration the success of the project during the first semester of 2008, Sonaecom considered that were in place conditions to produce a reliable estimate of the total responsibilities associated with "Initiatives E" project. Therefore, such responsibilities were recorded as an added cost of the UMTS license, against an entry in the caption 'Other non-current liabilities' and 'Other current liabilities'.

At 30 June 2008 and 2007, the Group kept recorded under the heading 'Intangible assets' the amounts of Euro 199,575,948 and Euro 116,459,535, respectively, that correspond to the investments net of depreciations made in the development of the UMTS network, including: (i) Euro 67,506,482 (amount of Euro 76,507,347 in 2007) related to the license; (ii) Euro 22,556,391 (amount of Euro 25,563,910 in 2007) related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators with activity in Portugal; (iii) Euro 6,927,749 (Euro 7,851,448 in 2007) related to a contribution to the Information Society Fund, established in 2007, under an agreement entered with 'MOPCT' and the three mobile telecommunication operators in Portugal; and (iv) Euro 96,817,534 related with the program "Iniciativas E", these last two associated to the commitments assumed by the Group in relation to the 'Information Society'.

The intangible assets in progress, at 30 June 2008 and 2007, were mainly composed by software development.

Intangible and tangible assets include interest and other financial expenses incurred, directly related to the construction of certain items of work in progress.

At 30 June 2008 and 2007 such expenses amounted to Euro 15,109,729 and Euro 13,583,974, respectively. The amount capitalised on the semesters ended at 30 June 2008 and 2007 were Euro 743,969 and Euro 487,464, respectively. An interest capitalization rate of 5.10% was used in 2008 (4.65% in 2007), which corresponds to the average interest rate supported by the Group.

8. Breakdown of financial instruments

At 30 June 2008 and 2007, the breakdown of financial instruments was as follows:

2008
Investments
recorded at fair
value through
profit and loss
Loans and
receivables
Held-to-maturity
investments
Investments
available for
sale
Subtotal Others not
covered by
IFRS 7
Total
Non current Assets
Investments available for sale
-
-
-
-
-
-
1,207,320
1,207,320
1,207,320
1,207,320
-
-
1,207,320
1,207,320
Current Assets
Trade debtors
Other current debtors
Cash and cash equivalents
-
-
-
-
185,705,402
7,966,442
6,928,032
200,599,876
-
-
-
-
-
-
-
-
185,705,402
7,966,442
6,928,032
200,599,876
-
15,402,867
-
15,402,867
185,705,402
23,369,309
6,928,032
216,002,743
Investments
recorded at fair
value through
profit and loss
Loans and
receivables
2007
Held-to-maturity
investments
Investments
available for
sale
Subtotal Others not
covered by
IFRS 7
Total
Non current Assets
Investments available for sale
-
-
-
-
-
-
1,207,320
1,207,320
1,207,320
1,207,320
-
-
1,207,320
1,207,320
Current Assets
Trade debtors
Other current debtors
Investments recorded at fair value
through profit and loss
Cash and cash equivalents
-
-
405,684
-
405,684
138,659,457
4,482,245
-
198,463,163
341,604,865
-
-
-
-
-
-
-
-
-
-
138,659,457
4,482,245
405,684
198,463,163
342,010,549
-
11,284,152
-
-
11,284,152
138,659,457
15,766,397
405,684
198,463,163
353,294,701
Liabilities
recorded at fair
value through
profit and loss
Derivatives 2008
Liabilities
recorded at
amortised cost
Other financial
liabilities
Subtotal Others not
covered by
IFRS 7
Total
Non current liabilities
Medium and long-term loans - net of
short-term portion
Other non current financial liabilities
-
-
(1,168,584)
-
356,255,107
-
-
17,517,286
355,086,523
17,517,286
-
-
355,086,523
17,517,286
- (1,168,584) 356,255,107 17,517,286 372,603,809 - 372,603,809
Current Liabilities
Short-term loans and other loans
Trade creditors
Other current financial liabilities
Other creditors
-
-
-
-
-
-
-
-
-
-
747,054
-
-
-
747,054
-
174,755,456
979,699
5,396,093
181,131,248
747,054
174,755,456
979,699
5,396,093
181,878,302
-
-
-
9,483,384
9,483,384
747,054
174,755,456
979,699
14,879,477
191,361,686
Liabilities
recorded at fair
value through
profit and loss
Derivatives 2007
Liabilities
recorded at
amortised cost
Other financial
liabilities
Subtotal Others not
covered by
IFRS 7
Total
Non current liabilities
Medium and long-term loans - net of
short-term portion
- 129,700 366,603,184 - 366,732,884 - 366,732,884
Other non current financial liabilities -
-
-
129,700
-
366,603,184
15,848,160
15,848,160
15,848,160
382,581,044
-
-
15,848,160
382,581,044
Current Liabilities
Short-term loans and other loans
Trade creditors
Other current financial liabilities
Other creditors
-
-
-
-
-
-
-
-
-
-
97,357,681
-
-
-
97,357,681
-
121,678,688
2,691,070
7,864,933
132,234,691
97,357,681
121,678,688
2,691,070
7,864,933
229,592,372
-
-
-
12,122,877
12,122,877
97,357,681
121,678,688
2,691,070
19,987,810
241,715,249

Considering the nature of the balances, the amounts to be paid and received from 'State and other public entities' were considered outside the scope of IFRS 7. Also, the captions of 'Other current assets' and 'Other current liabilities' were not included in this note, as the nature of the balances are not within the scope of IFRS 7.

9. Goodwill

For the semesters ended at 30 June 2008 and 2007, the movements occurred in goodwill were as follows:

2008 2007
Opening balance 528,216,604 506,902,772
Increase of participations (Note 5. a)) - 207,905
Others (2,381,131) -
Closing balance 525,835,473 507,110,677

The caption "Others" includes Euro 2,409,079 associated to the correction of the Cape Group's acquisition cost (Note 5.b.) and the remaining amount relates, mainly, to the exchange rate update of the Praesidium Group Goodwill.

Goodwill at 30 June 2008 and 2007 was made up as follows:

2008 2007
Sonaecom - Serviços de Comunicações ("Optimus") 389,902,620 389,902,620
Sonaecom - Serviços de Comunicações ("Novis") 95,189,755 95,189,755
Público 20,000,000 20,000,000
Cape 17,476,354 -
WeDo 1,971,668 1,887,516
Praesidium 1,164,290 -
SIRS 72,820 72,820
Permar 47,253 47,253
Optimus Towering 10,713 10,713
525,835,473 507,110,677

The evaluation of the existence of impairment losses in Goodwill was based on business plans, which include projected cash flows for periods of 5 years. The discount rates used were based on the estimated weighted average cost of capital, which depends on the business segment of each subsidiary. In perpetuity, the Group considered a growth rate of circa 3%.

10. Investments available for sale

At 30 June 2008 and 2007, this caption included investments classified as available for sale and was made up as follows:

2008 2007
% Gross amount Accumulated
impairment
losses
(Note 18)
Net amount Gross amount Accumulated
impairment losses
(Note 18)
Net amount
5.50% - - - 2,539,229 (2,539,229) -
11.54% 1,000,000 - 1,000,000 1,000,000 - 1,000,000
1.38% 197,344 - 197,344 197,344 - 197,344
- 9,976 - 9,976 9,976 - 9,976
1,207,320 - 1,207,320 3,746,549 (2,539,229) 1,207,320

In August 2007, the investment in Despegar.com was sold.

At 30 June 2008, these investments correspond to participations of immaterial amount, in unlisted companies in which the Group has no significant influence, and in which the book value of such investments are a reasonable estimation of their fair value, adjusted where applicable, by the respective impairment losses.

The financial information regarding these investments is detailed below (in thousands of Euro):

Assets Shareholders
fund's
Gross debt Turnover Operational
results
Net Income
Altitude, SGPS, S.A. 21,566 7,824 4,234 25,724 1,437 949
Lusa – Agência de Notícias de Portugal,
S.A.
19,819 7,376 6,485 18,376 1,793 764

Amounts expressed in thousands Euros at 31-12-07

During the semesters ended at 30 June 2008 and 2007, the movements in "Investments available for sale" were as follows:

2008 2007
Opening balance 1,207,320 112,317,225
Fair value adjustments recorded in reserves - (5,121,876)
Sales - (108,461,474)
Capital gain recorded under profit and loss statement (Note 21) - 2,473,445
Closing balance 1,207,320 1,207,320

Sales and corresponding capital gains recognised at the semester ended at 30 June 2007, regard to the sale of 1% of the share capital of Portugal Telecom, S.G.P.S., S.A..

11. Deferred taxes

Deferred tax assets at 30 June 2008 and 2007, in the amount of Euro 106,986,289 and Euro 59,971,233, respectively, arise, mainly, from tax losses carried forward and timing differences relating to non tax deductible provisions and from differences between the accounting and tax amount of some fixed assets.

The movements in deferred tax assets in the semesters ended at 30 June 2008 and 2007 were as follows:

2008 2007
Opening balance 101,118,096 61,786,654
Impact on results:
Tax losses carried forward 1,307,194 (2,706,863)
Adjustments to prior years taxable results - 143,501
Deferred tax assets not recorded in previous years, as its recovery was not
expected (Sonaecom - Serviços de Comunicação, Mainroad, Miauger,
Cape and Digitmarket on 2008 and Optimus and Digitmarket on 2007)
2,895,600 1,047,498
Movements in provisions not accepted for tax purposes and tax benefits - 136,863
Temporary differences between the tax and the accounting value of certain
fixed assets
1,671,982 (430,448)
Sub-total effect on results (Note 22) 5,874,776 (1,809,449)
Others (6,583) (5,972)
Closing balance 106,986,289 59,971,233

At 30 June 2008 and 2007, assessments of the deferred taxes to be recognised were made. Potential deferred tax assets were recorded to the extent that future taxable profits were expected to be generated against which the tax losses and deductible tax differences could be used. These assessments were made based on the business plans of the Group companies involved, which are periodically reviewed and updated.

The rate used at 30 June 2008 and 2007 to calculate the deferred tax assets relating to tax losses carried forward, was 25%. The rate used to calculate deferred tax assets resulting from temporary differences, was 26.5%.

In accordance with the tax returns and other information prepared by the companies that have registered deferred tax assets, the detail of such deferred tax assets by nature at 30 June 2008 was as follows:

Nature Sonaecom
Serviços de
Comunicações
We Do Praesidium Digitmarket Mainroad Miauger Cape Total
Tax losses:
To be used until 2008 - - - 212,580 - - - 212,580
To be used until 2009 - - - 447,096 57,314 60,795 - 565,205
To be used until 2010 - - - 257,298 392,368 156,991 - 806,657
To be used until 2011 - 2,182 - 210,662 31,676 82,214 - 326,734
To be used until 2012 2,330,399 - - - 170,616 - - 2,501,015
To be used until 2013 - - - - 127,026 - - 127,026
Unlimited Utilization - - 107,481 - - - 134,000 241,481
2,330,399 2,182 107,481 1,127,636 779,000 300,000 134,000 4,780,698
Tax provisions not accepted and
other temporary differences
8,361,312 301,828 - - - - - 8,663,140
Adjustments in the conversion to
IAS/ IFRS
41,472,859 3,673 - - - - - 41,476,532
Differences between the tax and
accounting value of certain fixed
assets and others
52,065,919 - - - - - - 52,065,919
Total 104,230,489 307,683 107,481 1,127,636 779,000 300,000 134,000 106,986,289

At 30 June 2008 and 2007, the Group has other situations where potential deferred tax assets could be recognised but since it is not expected that sufficient taxable profits will be generated in the future to cover those losses, such deferred tax assets were not recorded:

2008 2007
Tax losses 99,849,152 90,776,124
Temporary differences (mainly provisions not accepted for tax purposes) 19,453,559 21,269,982
Adjustments in the conversion to IAS/IFRS (31,079) 2,143,761
119,271,633 114,189,867

At 30 June 2008, tax losses for which deferred tax assets were not recognised have the following due dates:

Due date 2008
2008 26,456,500
2009 9,879,797
2010 5,300,303
2011 13,094,164
2012 15,414,302
2013 19,386,798
2014 3,872,549
2015 2,577,298
2016 1,856,648
2017 1,033,556
Unlimited 977,238
99,849,152

The years 2015 and following are just applicable to the subsidiaries incorporated in countries in which the reporting period of tax losses is greater than 6 years.

The deferred tax liabilities on 30 June 2008 and 2007, amount to Euro 708,186 and Euro 192,228, respectively, and resulted mainly from consolidation adjustments.

The movements occurred in deferred tax liabilities in the semesters ended at 30 June 2008 and 2007 were as follows:

2008 2007
Opening balance (284,402) -
Impact on results
Consolidation adjustments
(411,412) (192,228)
Total impact on results (Note 22) (411,412) (192,228)
Others (12,372) -
Closing balance (708,186) (192,228)

The reconciliation between the earnings before taxes and the taxes recorded for the semesters ended at 30 June 2008 and 2007 is as follows:

2008 2007
Earnings before taxes (17,022,605) (2,116,488)
Income tax rate (25%) 4,255,651 529,122
Deferred tax assets not recognised in the individual accounts and/or
resulting from consolidation adjustments and other adjustments to taxable
income (3,454,215) (3,350,244)
Adjustments to tax base - (65,019)
Deferred tax assets not recognised in previous years 2,895,600 1,047,498
Record of deferred tax liabilities (411,412) (192,228)
Movements in the temporary differences between the tax and accounting
value of certain fixed assets
1,671,982 (430,448)
Income taxation recorded in the period (Note 22) 4,957,606 (2,461,319)

Portuguese Tax Authorities can review the income tax returns of the Company and of its subsidiaries for a period of four years (ten years for Social Security until 31 December 2000 and five years after that date), except when tax losses have been generated, tax benefits have been granted or when any review, claim or impugnation is in course, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2004 (inclusive) are still subject to such review. The Board of Directors believe that any correction that may arise as a result of such review would not produce a significant impact in the accompanying consolidated financial statements.

Supported by the Company's lawyers and Tax consultants, the Board of Directors believes that there are no liabilities not provisioned in the financial statements, associated to probable tax contingencies that should have been registered or disclosed in the accompanying financial statements, at 30 June 2008.

12. Investments recorded at fair value through profit and loss

During the semesters ended at 30 June 2008 and 2007, the movements in this heading were as follows:

2008 2007
Opening balance - 849,375
Sales during the semester - (738,634)
Increases/ reductions to fair value (Note 21) - 294,943
Closing balance - 405,684

At 30 June 2007, 'Investments recorded at fair value through profit and loss' refer to 193,183 shares of Sonae, S.G.P.S., S.A., acquired to fulfil future obligations under the Medium Term Incentive Plans which were recorded based on the closing share price of Euronext at the balance sheet date.

13. Cash and cash equivalents

At 30 June 2008 and 2007, the detail of cash and cash equivalents was as follows:

2008 2007
Cash 60,157 127,347
Bank deposits repayable on demand 5,462,850 2,753,082
Treasury applications 1,405,025 195,582,734
Cash and cash equivalents 6,928,032 198,463,163
Bank overdrafts (Note 16) (747,054) (20,221)
6,180,978 198,442,942

At 30 June 2008 and 2007, the 'Treasury applications' had the following breakdown:

2008 2007
Funds placed in Sonae:
Sonaecom - 69,420,004
Short term treasury applications:
Sonaecom 790,000 -
WeDoBrasil 615,025 1,072,770
Sonaecom BV - 88,880,000
Optimus - 35,499,960
Mainroad - 710,000
Digitmarket - -
1,405,025 195,582,734

During the semester ended at 30 June 2008, the above referred treasury applications bear interests at an average rate of 4.103% (3.74% in 2007).

14. Share Capital

At 30 June 2008 and 2007 the share capital of Sonaecom was comprised by 366,246,868 ordinary registered shares (bearer shares in 2007) of 1 Euro each. At those dates, the shareholder structure was as follows:

2008 2007
Number of shares % Number of shares %
Sontel BV 194,423,837 53.09% 183,489,681 50.10%
Shares traded on the Portuguese Stock
Exchange (´Free float´)
70,782,961 19.33% 81,411,344 22.23%
Wirefree Services Belgium, S.A. 70,276,868 19.19% 70,276,868 19.19%
093X (EDP) 29,150,000 7.96% 29,150,000 7.96%
Own Shares 1,588,553 0.43% 1,894,326 0.52%
Sonae 23,649 0.01% 23,649 0.01%
Efanor Investimentos, S.G.P.S., S.A 1,000 0.00% 1,000 0.00%
366,246,868 100.00% 366,246,868 100.00%

All shares that comprise the share capital of Sonaecom, are authorised, subscribed and paid. All shares have the same rights and each share correspond to one vote.

15. Own shares

During the semester ended 30 June 2008, Sonaecom delivered to its employees 925,773 own shares under its Medium Term Incentive Plans.

Additionally, during the semester Sonaecom acquired 620,000 shares (at an average price of Euro 2.22), holding at the end of the semester 1,588,553 own shares, representative of 0.43% of its share capital, with a average price of Euro 3.80.

16. Loans

At 30 June 2008 and 2007, the heading Loans had the following breakdown:

a) Medium and long-term loans net of short-term portion

Amount outstanding
Company Issue denomination Limit Maturity Type of reimbursement 2008 2007
Sonaecom SGPS "Obrigações Sonaecom SGPS 2005" 150,000,000 Jun-13 Final 150,000,000 150,000,000
Costs associated with financing set-up - - - (2,661,755) (3,132,146)
Interests incurred but not yet due - - - 200,067 215,125
Fair value of swaps - - - (542,778) -
146,995,534 147,082,979
Sonaecom SGPS Commercial paper 250,000,000 100,000,000 until 2010
150,000,000 until Jul-12
- 207,500,000 -
Costs associated with financing set-up - - - (448,392) -
Interests incurred but not yet due - - - 1,665,187 -
Fair value of swaps - - - (625,806) -
208,090,989 -
Optimus European Investment Bank (a) 324,458,200 Jun-09 70% - Jun 09 - 227,120,740
Costs associated with financing set-up - - - - (8,275,409)
Interests incurred but not yet due - - - - 674,874
Fair value of swaps - - - - 129,700
- 219,649,905
355,086,523 366,732,884

(a) As a guarantee of EIB loans, the banks participating in the Optimus syndicated credit facility issued a bank guarantee in favour of EIB (cancelled in 2007 with the reimbursement of the loan).

b) Short-term loans and other loans:

Amount outstanding
Company Lender Type 2008 2007
Optimus European Investment Bank (a) Limit: 324,458,200
Reimbursement: 30% - Jun 2008
- 97,337,460
Several Several Bank overdrafts 747,054 20,221
747,054 97,357,681

In July 2007, Sonaecom contracted a Commercial Papper Program Issuance with a maximum amount of Euro 250 million with subscription grant and maturity of five years, organized by Banco Santander de Negócios Portugal and by Caixa – Banco de Investimento.

The placing underwriting consortium is composed by the following institutions: Banco Santander Totta, Caixa Geral de Depósitos, Banco BPI, Banco Bilbao Vizcaya Argentina (Portugal), Banco Comercial Português and BNP Paribas (in Portugal).

In September 2007, the subsidiary Optimus – Telecomunicações, S.A., reimbursed its financing from European Investment Bank (BEI), in an amount of Euro 324 million.

With this refinancing, the Group was able to, under the current favorable market conditions, increase the weighted average maturity, extinguish some of the contractual, financial and operational restrictions imposed by the previous Optimus contract and obtain higher efficiency in terms of the consolidated liquidity management.

These loans bear interest at marketable rates, indexed to the Euribor for the respective term, and were all contracted in Euros. Consequently, it is estimated that the fair value of those loans does not differ significantly from their market value.

The spread on the medium and long term loans is established between 22.5 and 87.5 basis points.

All the loans above are unsecured and the fulfillment of the obligations under these loans is exclusively guaranteed by the underlying activities and the companies respective cash flows.

At 30 June 2008 and 2007, the repayment schedule of medium and long term loans and of interests, for both bonds and commercial paper was as follows:

2008
N+1 N+2 N+3 N+4 N+5 After N+5
Bond Loan
Reimbursements - - - - 150,000,000 -
Interests 9,153,050 9,153,050 9,153,050 9,178,058 8,902,967 -
Commercial paper
Reimbursements - - 57,500,000 - 150,000,000 -
Interests 9,781,390 9,781,390 8,669,902 7,149,334 605,545 -
18,934,440 18,934,440 75,322,952 16,327,392 309,508,512 -
N+1 2007
N+2
N+3 N+4 N+5 After N+5
Bond Loan
Reimbursements - - - - - 150,000,000
Interests 7,765,718 7,744,500 7,744,500 7,744,500 7,765,718 7,553,540
European Investment Bank
Reimbursements 97,337,460 227,120,740 - - - -
Interests 2,790,163 - - - - -
107,893,341 234,865,240 7,744,500 7,744,500 7,765,718 157,553,540

Although the maturity of commercial paper issuance is six months, the counterparties assumed the placement and the maintenance of those limits for a period of five years.

At 30 June 2008 and 2007, the available credit lines of the Group are as follows:
----------------------------------------------------------------------------------- -- -- --
2008
Maturity
Company Credit Limit Amount
outstanding
Amount
available
Until 12
months
More than
12
months
Sonaecom Commercial paper 250,000,000 207,500,000 42,500,000 x
Sonaecom Commercial paper 70,000,000 - 70,000,000 x
Sonaecom Overdraft facilities 15,000,000 - 15,000,000 x
Sonaecom Bond loan 150,000,000 150,000,000 - x
Público Overdraft facilities 1,496,394 - 1,496,394 x
Público Overdraft facilities 1,500,000 - 1,500,000 x
Público Authorized overdrafts 1,246,995 - 1,246,995 x
WeDo Brasil Overdraft facilities 368,009 - 368,009 x
489,611,398 357,500,000 132,111,398
2007
Maturity
Company Credit Limit Amount
outstanding
Amount
available
Until 12
months
More than
12
months
Optimus European Investment Bank 324,458,200 324,458,200 - x
Optimus Overdraft facilities 4,987,979 - 4,987,979 x
Sonaecom Bond loan 150,000,000 150,000,000 - x
Sonaecom Commercial paper 70,000,000 - 70,000,000 x
Sonaecom Overdraft facilities 20,000,000 - 20,000,000 x
Público Overdraft facilities 1,496,394 - 1,496,394 x
Público Overdraft facilities 1,500,000 - 1,500,000 x
Público Authorized overdrafts 1,246,995 - 1,246,995 x
WeDo Brasil Overdraft facilities 368,009 - 368,009 x
574,057,577 474,458,200 99,599,377
The following interest rate hedging instruments were outstanding at 30 June 2008 and 2007:
Company Hedged loan Notional amount Maturity date Base rate Fixed rate
contracted
Fair value of the
derivative
instruments
Sonaecom Commercial paper 110,000,000 Mar-09 Euribor 6m 4.365% (625,806)
Sonaecom Bond loan 75,000,000 Jun-09 Euribor 6m 4.565% (542,778)
(1,168,584)

In September 2007, Sonaecom contracted a interest rate swap, with a notional amount of Euro 110 million, for a period of 18 months re-fixed every semester, to hedge the risk associated to the interest rate of one plot of the commercial paper issued in 13 September 2007, for the same amount and the same period. This plot will be renewed for the same amount and for the same period, at least, until 13 March 2009, which means, until the maturity date of this new interest rate swap.

In December 2007, Sonaecom contracted a interest rate swap, with a notional amount of Euro 75 million, for a period of 18 months re-fixed every semester, to hedge 50% of the risk associated to the interest rate of the bond loan issued in June 2005, for the amount of Euro 150 million and for the period of eight years with re-fixations every semester. The payments of interest on the bond loan and on the swap are made simultaneously, by its net amount.

During the semester ended at 30 June 2008, the movements occurred in the fair value of the swaps related to the Commercial Paper Programme, in the amount of Euro 156,702 and the bonds loans, in the amount of Euro 598,972, were recorded in reserves, as the hedging is effective, in accordance with IAS 39.

Through the execution of these derivative financial instruments, at 30 June 2008, approximately 52% of gross debt is, in an indirect way, subject to fixed interest rates. The remaining 48% of gross debt is exposed to changes in the interest rates.

17. Other non current financial liabilities

At 30 June 2008 and 2007, this caption was made up of accounts payable to fixed assets suppliers related to lease contracts which are due in more than one year in the amount of Euro 17,517,286 and Euro 15,848,160, respectively.

At 30 Jun 2008 and 2007, the payment of these amounts was due as follows:

2008 2007
Lease payments Present value of lease
payments
Lease payments Present value of lease
payments
2007 - - 793,315 748,773
2008 1,469,630 583,109 2,370,875 2,251,984
2009 2,386,900 1,520,457 1,912,118 1,114,368
2010 2,070,704 1,266,084 1,684,308 930,364
2011 1,869,068 1,124,586 1,504,620 794,189
2012 1,885,669 1,196,417 1,521,012 848,973
2013 1,677,995 1,043,570 1,543,420 913,827
2014 and follows 14,996,915 11,762,761 14,877,933 10,936,752
26,356,881 18,496,985 26,207,601 18,539,230
Interests (7,859,897) - (7,668,371) -
18,496,984 18,496,985 18,539,230 18,539,230
Short term liability (Note 19) - (979,699) - (2,691,070)
18,496,984 17,517,286 18,539,230 15,848,160

As these lease contracts bear interest at market rates and their fair value is estimated not to differ significantly from their book value.

The medium and long term agreements made with suppliers of fibre optic network capacity, under which the Group has the right to use that network, which is considered as a specific asset, are recorded as finance leases in accordance with IAS 17 – "Leases" and IFRIC 4 – "Determining whether an arrangement contains a Lease". These contracts have a 15 to 20 year maturity.

18. Provisions and accumulated impairment losses

The movements in provisions and in accumulated impairment losses in the semesters ended at 30 June 2008 and 2007 were as follows:

2008
Heading Opening
balance
Transfers Increases Utilisations Decreases Closing
balance
Accumulated impairment losses
on accounts receivables
66,167,308 (60,715) 5,447,551 (2,885,934) (148,589) 68,519,621
Accumulated impairment losses
on inventories
8,663,703 - 1,557,008 - - 10,220,710
Provisions for other liabilities and
charges
30,885,378 318,715 1,306,023 - (40,212) 32,469,903
105,716,389 258,000 8,310,581 (2,885,934) (188,801) 111,210,235
2007
Heading Opening
balance
Transfers Increases Utilisations Decreases Closing
balance
Accumulated impairment losses
on accounts receivables
61,060,155 (1,088,763) 4,623,418 (3,240,914) (13,932) 61,339,964
Accumulated impairment losses
on inventories
6,122,085 - 1,034,000 - - 7,156,085
Accumulated impairment losses
on investments available for sale
2,539,229 - - - - 2,539,229
Provisions for other liabilities and
charges
20,078,571 1,088,763 3,333,475 (137,878) (78,616) 24,284,315
89,800,040 - 8,990,893 (3,378,792) (92,548) 95,319,593

The increase of 'Provisions for other liabilities and charges' includes the amount of Euro 377,459 associated with the dismantling of sites (Euro 2,642,400 in 2007), as foreseen in IAS 16 (Note 1.d.)) and the amount of Euro 63,318 registered in the financial statements, under the caption 'Income taxation'. Therefore, the total amount included under increases of provisions and impairment losses, registered against a corresponding entry in the profit and loss statement, corresponds to Euro 7,869,804 (Euro 6,348,493 in 2007).

The heading utilisations refers, essentially, to the use of provisions by the subsidiary Sonaecom – Serviços de Comunicações, S.A., which were registered against an entry in customers' current accounts.

At 30 June 2008 and 2007, the breakdown of the provisions for other liabilities and charges were as follows:

2008 2007
Dismantling of sites 19,265,600 17,748,220
Several contingencies 6,711,664 3,432,016
Legal processes in progress 2,471,032 1,712,804
Indemnities 694,443 738,521
Others 3,327,164 652,754
32,469,903 24,284,315

The heading of 'Several contingencies' relates to contingent liabilities arising from transactions carried out in previous years and for which an outflow of funds is probable.

In relation to the provisions recorded for legal processes in progress and for others, given the uncertainty of such proceedings, the Board of Directors is unable to estimate, with reliability, the moment when such provisions will be used.

19. Other current financial liabilities

At 30 June 2008, this caption includes the amount of Euro 979,699 (Euro 2,691,070 in 2007) related to the short term portion of lease contracts (Note 17).

20. External supplies and services

'External supplies and services' for the semesters ended at 30 June 2008 and 2007 are made up as follows:

2008 2007
Interconnection costs 133,680,459 108,204,849
Specialised works 33,872,733 23,512,143
Advertising and promotion 29,412,351 17,216,197
Commissions 22,993,421 26,758,606
Leased lines 13,576,702 11,479,861
Rents 16,644,855 14,587,011
Other subcontracts 13,892,344 10,151,959
Energy 4,315,242 4,070,490
Maintenance and repairs 3,965,121 3,290,207
Communications 3,855,071 2,578,101
Fees 1,646,479 2,382,781
Travelling costs 2,866,472 1,922,935
Others 10,518,951 9,022,931
291,240,201 235,178,071

The commitments assumed by the Group in 30 June 2008 and 2007 related with operational leases are as follows:

Minimum payments of operational leases 2008 2007
2007 - 2,027,550
2008 5,399,513 3,460,871
2009 6,401,453 2,072,253
2010 4,831,944 876,034
2011 3,577,176 74,157
2012 1,264,047 -
2013 158,863 -
2014 904,842 -
Renewable by periods of 1 year 2,366,596 -
24,904,435 8,510,865

During the semester ended at 30 June 2008 an amount of Euro 5,547,032 was recorded in the heading 'External supplies and services' related with operational leasing rents (not considering the rents associated to leased lines).

The rents associated to the rental of facilities are mainly justified by the lease, established in 2007, of the Sonaecom building in Lisbon which has a 5 year period with the possibility of annual renewal.

The actualisation of the rents will occur at the end of the first contract cycle (after the first five years).

21. Financial results

Net financial results for the semesters ended at 30 June 2008 and 2007 are made up as follows:

2008 2007
Financial results related to associated companies
Losses on associated companies - (87,573)
Gains on associated companies 9,456 -
9,456 (87,573)
Other financial expenses:
Interest expenses (9,179,454) (17,131,437)
Other loans - (6,509,673)
Bank loans (8,640,991) (10,368,308)
Swap interests - (138,359)
Leasing (471,436) (62,726)
Other interests (67,027) (52,371)
Foreign exchange losses (200,316) (49,081)
Other financial expenses (128,434) (2,837,113)
Set up costs (Note 16) (25,000) (2,557,280)
Swap fair value (Note 16) - (22,240)
Others (103,434) (257,593)
(9,508,203) (20,017,631)
Gains on investments available for sale (Note 10) - 2,473,445
- 2,473,445
Other financial income:
Interest income 1,461,309 8,908,752
Foreign exchange gains 146,763 192,557
Adjustments to fair value on investments recorded at fair value through
profit and loss (Note 12) - 294,943
1,608,073 9,396,252

At 30 June 2008, the caption 'Other financial income: Interest income' includes, mainly, interests on late collections associated with cases in litigation and interests related with the swaps contracted by Sonaecom. At 30 June 2007, the 'Interest income' includes, mainly, interests earned on the treasury applications granted to Sonae and on bank deposits.

22. Income taxation

Income taxes recognised during the semesters ended at 30 June 2008 and 2007 are made up as follows (costs)/gains:

2008 2007
Current tax (505,758) (459,642)
Deferred tax assets (Note 11) 5,874,776 (1,809,449)
Deferred tax liabilities (Note 11) (411,412) (192,228)
4,957,606 (2,461,319)

23. Related parties

During the semesters ended at 30 June 2008 and 2007, the balances and transactions maintained with related parties were mainly associated with the normal operational activity of the Group (providing communications and consultancy services) and to the concession and obtainance of loans.

The most significant balances and transactions with related parties at 30 June 2008 and 2007 were as follows:

Balances at 30 June 2008
Accounts
receivable
Accounts payable Treasury
applications
Other assets/
(liabilities)
Sonae 120,823 107,097 - (11,985)
Modelo Continente
Hipermercados, S.A.
2,079,753 1,667,991 - 88,399
Worten 6,416,179 2,860,912 - (845,013)
France Telecom - 5,930,838 - (11,072,859)
8,616,756 10,566,838 - (11,841,457)
Balances at 30 June 2007
Accounts
receivable
Accounts payable Treasury
applications
Other assets/
(liabilities)
Sonae 34,320 15,987 69,420,004 137,374
Modelo Continente
Hipermercados, S.A.
349,696 102,941 - (137,932)
Worten 1,708,238 134,193 - (241,975)
France Telecom 1,259,126 4,216,859 - 28,560
Sonae Investments BV - - - (3,495,942)
3,351,380 4,469,980 69,420,004 (3,709,915)

Transactions at 30 June 2008

Interest and
Sales and
services rendered
Supplies and
services received
similar income/
(expense)
Supplementary
income
Sonae 189,340 69,977 - 11,280
Modelo Continente
Hipermercados, S.A. 3,454,596 1,061,211 - 356,866
Worten 2,627,160 1,750,597 - -
France Telecom 5,874,469 5,311,721 - -
12,145,566 8,193,507 - 368,146

Transactions at 30 June 2007

Sales and
services rendered
Supplies and
services received
Interest and
similar income/
(expense)
Supplementary
income
Sonae 178,172 75,014 1,295,545 61,793
Modelo Continente
Hipermercados, S.A. 1,328,448 1,369,873 - 245,719
Worten 2,670,450 304,356 - -
France Telecom 1,781,819 47,387 - -
5,958,889 1,796,630 1,295,545 307,512

The transactions between Group companies were eliminated in consolidation, and therefore are not disclosed in this note.

Accounts receivable and payable to related companies will be settled in cash and are not covered by guarantees. During the semesters ended at 30 June 2008 and 2007, no impairment losses in accounts receivable from related entities were recognized.

A complete list of the Sonaecom Group's related parties is presented in appendix to this report.

24. Guarantees provided to third parties

Guarantees provided to third parties at 30 June 2008 and 2007 were as follows:

Company Beneficiary Description 2008 2007
Sonaecom BBVA – Portugal, ING Belgium Portugal and
Millennium BCP
Commercial paper 320,000,000 70,000,000
Sonaecom - Serviços de
Comunicações, Público and
Sonaecom
Direcção de Contribuições e
Impostos (Portuguese tax authorities)
VAT Reimbursements 6,944,107 2,096,589
Sonaecom - Serviços de
Comunicações
Direcção de Contribuições e
Impostos (Portuguese tax authorities)
IRC - Tax assessment 1,650,000 1,650,000
Sonaecom - Serviços de
Comunicações and Público
Direcção de Contribuições e
Impostos (Portuguese tax authorities)
VAT - Impugnation process 598,000 598,000
Sonaecom - Serviços de
Comunicações and Tele2
Direcção Geral do Tesouro
(Portuguese tax authorities)
IRC – Witholding tax on payments to
non-residents
306,954 164,000
Sonaecom - Serviços de
Comunicações
Câmara Municipal de Coimbra, Lisboa,
Braga, Elvas e Caldas da Rainha (Coimbra,
Lisbon, Braga, Elvas and Caldas da Rainha
Municipalities)
Performance bond - works 287,494 287,495
Público Tribunal de Trabalho de Lisboa
(Lisbon Labour Court)
Execution action n. 199A/92 271,511 271,511
Público Fazenda Pública do Porto
(Oporto Public Treasury)
Tax process n. 3190/98 209,493 209,493
WeDo API (Portuguese Investment Agency) Application to PRIME subsidies 184,004 184,004
Sonaecom - Serviços de
Comunicações and
Digitmarket
Hewlett Packard Finance lease and services provider
contracts
159,859 159,859
Sonaecom - Serviços de
Comunicações
Governo Civil de Santarém
(Santarém Local Government)
Guarantee the fulfilment of legal
obligations
119,703 119,703
Sonaecom - Serviços de
Comunicações
Governo Civil de Lisboa
(Lisbon Government Civil)
Guarantee the fulfilment of legal
obligations
59,029 98,195
Optimus European Investment Bank Loan - 324,458,200
Several Others 1,052,869 669,623
331,843,025 400,966,672

At 30 June 2008 and 2007, the Board of Directors of the Group believes that the decision of the court proceedings and ongoing tax assessments in progress will not have significant impacts into the consolidated financial statements.

25. Information by business segment

The following business segments were identified for the semesters ended at 30 June 2008 and 2007:

  • Telecommunications
  • Multimedia
  • Information systems

During the year 2007, as a result of the merger occurred between Optimus and Novis (Note 5.b)) (business mobile telecommunications and business fixed telecommunications), the Group decided to change the presentation of its segments information and, therefore, these two business segments were added into a single one designated by "Telecommunications". As established in IAS 8, the information for the semester ended at 30 June 2007, was re-expressed taking in consideration such change.

The remaining activities of the Group and corporate services have been classified as unallocated.

Inter-segment transactions at 30 June 2008 and 2007 were eliminated in the consolidation process.

Due to the immateriality of the assets and transactions of the Group outside Portugal, segment information by geographical markets is not presented.

Inter-segment transfers or transactions were entered under the normal commercial terms and conditions that would also be available to unrelated third parties and were mainly related to interconnection, interest on treasury applications and management fees.

Overall information by business segment at 30 June 2008 and 2007 can be summarised as follows:

Tele
comu
nicat
ions
Mult imed
ia
Infor
mati
on S
ystem
s
Othe rs Sub- total Elim inatio
ns
Tota l
June
-200
8
June
-200
7
June
-200
8
June
-200
7
June
-200
8
June
-200
7
June
-200
8
June
-200
7
June
-200
8
June
-200
7
June
-200
8
June
-200
7
June
-200
8
June
-200
7
Reve
nues
:
Sales
and
servi
ende
red
ces r
423,
507,
229
377,
095,
709
17,2
29,9
97
16,6
50,2
13
54,4
73,2
15
32,7
85,1
13
3,99
4,89
3
3,40
7,34
3
499,
205,
334
429,
938,
378
(23,6
26,8
34)
(16,5
06,3
36)
475,
578,
500
413,
432,
042
Othe
ratin
r ope
g rev
enue
s
5,04
5,02
3
3,96
5,55
4
101,
489
110,
806
1,61
5,94
8
242,
301
25,3
03
198,
759
6,78
7,76
4
4,51
7,42
0
(2,45
2,63
0)
(2,44
9,88
7)
4,33
5,13
3
2,06
7,53
2
Tota
l rev
enue
s
428,
552,
252
381,
061,
263
17,3
31,4
86
16,7
61,0
19
56,0
89,1
63
33,0
27,4
14
4,02
0,19
6
3,60
6,10
2
505,
993,
098
434,
455,
798
(26,0
79,4
64)
(18,9
56,2
23)
479,
913,
633
415,
499,
574
eciat
ion a
nd am
ortis
ation
Depr
(77,2
05,6
20)
(66,5
04,3
66)
(365
,421)
(340
,844)
(980
,249)
(700
,413)
(68,1
79)
(138
,331)
(78,6
19,46
8)
(67,6
83,95
3)
800,
694
624,
296
(77,8
18,77
4)
(67,0
59,6
59)
Net o
ting
incom
e/(lo
ss) fo
r the
ent
pera
segm
(11,0
29,4
62)
8,32
1,980
(1,89
1,266
)
(2,25
8,19
3)
2,66
8,62
1
1,98
0,57
3
(265
,376)
(2,18
8,270
)
(10,5
17,48
3)
5,85
6,090
1,38
5,55
3
262,
929
(9,13
1,930
)
6,11
9,01
9
Net i
ntere
sts
(8,42
1,046
)
(6,30
1,569
)
(69,7
78)
(87,7
40)
(111
,939)
316,
361
884,
618
(2,08
7,89
5)
(7,71
8,145
)
(8,16
0,84
2)
- (61,8
42)
(7,71
8,145
)
(8,22
2,68
5)
Gain
s and
loss
ciate
d com
panie
es on
asso
s
- - - - - (60,7
51)
- - - (60,7
51)
9,45
6
(26,8
22)
9,45
6
(87,5
73)
Othe
r fina
ncial
lts
resu
(30,6
19)
(2,51
0,93
3)
8,09
2
(6,14
5)
(133
,056)
(11,0
45)
35,4
13,60
1
11,2
19,17
7
35,2
58,0
17
8,69
1,054
(35,4
40,0
04)
(8,61
6,30
2)
(181
,986)
74,7
51
Inco
axati
me t
on
4,58
9,68
4
(1,48
7,68
7)
(17,4
18)
(10,5
88)
422,
830
(958
,667)
290,
351
(4,37
7)
5,28
5,44
7
(2,46
1,319
)
(327
,841)
- 4,95
7,60
6
(2,46
1,319
)
Cons
olida
ted n
et inc
ome/
(loss
) for
the s
ter
emes
(14,8
91,4
43)
(1,97
8,209
)
(1,97
0,37
0)
(2,36
2,66
6)
2,84
6,45
6
1,26
6,47
1
36,3
23,1
94
6,93
8,635
22,3
07,8
36
3,86
4,23
2
(34,3
72,8
36)
(8,44
2,03
7)
(12,0
64,9
99)
(4,57
7,80
7)
Attri
butab
le to
:
Shar
ehold
f Par
ent C
ers o
omp
any
(14,8
91,4
43)
(1,97
8,20
9)
(1,97
0,37
0)
(2,36
2,66
6)
2,84
6,45
6
1,26
6,47
1
36,3
23,1
94
6,93
8,63
5
22,1
48,3
90
3,72
4,91
9
(34,3
75,9
82)
(8,43
8,24
3)
(12,0
64,9
99)
(4,57
7,80
7)
Mino
rity i
ntere
sts
- - - - - - - - 159,
446
139,
312
3,14
7
(3,79
5)
- -
Asse
ts:
Fixe
d ass
nd G
oodw
ill
ets a
810,
439,
065
670,
366,7
75
2,42
0,46
0
2,18
5,29
3
62,2
90,0
49
44,1
97,9
45
1,87
7,69
6
2,00
0,08
6
877,
027,
270
718,
750,
100
457,
411,
157
452,
294,
954
1,33
4,43
8,427
1,17
1,045
,054
Inve
ntori
es
24,9
76,4
34
24,2
67,1
01
699,
626
1,68
1,384
1,90
8,560
32,4
42
- - 27,5
84,62
0
25,9
80,92
7
- - 27,5
84,62
0
25,9
80,92
7
Finan
cial i
tmen
ts
nves
1,282
,025
1,28
2,02
5
1,09
7,69
5
1,09
7,69
5
907,
494
907,
495
1,19
8,08
6,03
6
1,18
6,67
1,900
1,20
1,373
,250
1,18
9,95
9,11
4
(1,19
9,40
8,859
)
(1,18
8,01
6,17
8)
1,96
4,38
9
1,94
2,93
3
Othe
ent a
ssets
r non
curr
105,
749,
668
58,5
87,99
7
- 1,37
3,33
6
2,45
5,79
9
1,65
4,07
8
579,
703,
030
500,
298,
651
687,
908,
497
561,
914,
062
(580
,922
,209)
(501
,942
,829)
106,
986,
289
59,9
71,2
33
Othe
s of t
he se
rent
asset
t
r cur
gmen
294,
585,
983
317,
191,5
91
9,13
4,65
4
8,37
9,54
8
39,6
82,7
18
33,7
64,0
95
76,0
07,6
70
208,
803,5
51
419,
411,
025
568,
138,7
84
(94,8
75,7
00)
(134
,051
,129)
324,
535,
327
434,
087,
658
1,237
,033
,175
1,07
1,695
,489
13,3
52,4
35
14,7
17,25
6
107,
244,
620
80,5
56,0
55
1,85
5,67
4,43
2
1,89
7,77
4,18
8
3,21
3,304
,662
3,06
4,74
2,98
7
(1,41
7,79
5,61
1)
(1,37
1,715
,182)
1,79
5,50
9,05
2
1,69
3,027
,805
Liab
ilitie
s:
Liab
ilitie
s of t
he se
t
gmen
911,
958,
031
704,
215,
969
16,1
23,3
76
17,5
32,1
99
48,5
92,1
21
28,4
22,7
38
530,
083,
832
437,
494,
621
1,50
6,757
,359
1,18
5,52
7,66
7
(632
,862
,845)
(386
,894
,200)
873,
894,5
14
800,
771,
325
911,
958,
031
704,
215,
969
16,1
23,3
76
17,5
32,1
99
48,5
92,1
21
28,4
22,7
38
530,
083,
832
437,
494,
621
1,50
6,757
,359
1,18
5,52
7,66
7
(632
,862
,845)
(386
,894
,200)
873,
894,5
14
800,
771,
325
CAP
EX
163,
572,
738
69,8
56,8
79
700,
302
424,
455
(2,00
6,92
2)
2,88
8,49
1
3,49
2,65
5
41,4
44
165,
758,
772
73,2
11,26
9
(4,16
1,003
)
(3,35
4,39
0)
161,
597,
770
69,8
56,8
79

Despite the merger occurred in 2007, for some headings of the balance sheet and of the profit and loss statement, the Board of Directors of the Group decided to maintain a separate analysis of the business as follows:

Mobile Network Fixed Network and Internet Eliminations Telecommunications
June 08 June 07 June 08 June 07 June 08 June 07 June 08 June 07
Income:
Services rendered 303,085,799 293,476,296 147,586,498 110,734,363 (27,165,068) (27,114,950) 423,507,229 377,095,709
Other operating revenues 22,651,728 17,006,821 404,293 1,840,264 (18,010,998) (14,881,531) 5,045,023 3,965,554
Total revenues 325,737,527 310,483,117 147,990,791 112,574,627 (45,176,066) (41,996,481) 428,552,252 381,061,263
Depreciation and amortisation (61,202,368) (56,821,053) (16,003,252) (9,683,313) - - (77,205,620) (66,504,366)
Operational results of the segments 930,598 16,875,317 (11,992,247) (8,913,725) 32,186 360,388 (11,029,462) 8,321,980
Assets
Tangible assets and Goodwill 637,865,121 548,826,171 172,573,944 121,455,286 - 85,318 810,439,065 670,366,775
Inventories 21,176,123 22,689,749 3,800,311 1,577,352 - - 24,976,434 24,267,101
Financial investments 1,282,025 1,282,025 - - - - 1,282,025 1,282,025
CAPEX 146,351,497 40,638,156 17,221,241 26,431,451 - 2,787,273 163,572,738 69,856,879

During the semesters ended at 30 June 2008 and 2007, the inter-segments sales and services were as follows:

2008
Telecommunications Multimedia Information Systems Others
Telecommunications - - 18,388,634 3,517,719
Multimedia 1,001,276 - 112,045 109,694
Information Systems 340,468 17,046 - 68,912
Sonaecom others 33,354 - 37,687 -
Others 422,132,131 17,212,951 35,934,849 298,568
423,507,229 17,229,997 54,473,215 3,994,893
2007
Telecommunications Multimedia Information Systems Others
Telecommunications - - 12,496,642 2,986,930
Multimedia 286,832 - 277,706 82,745
Information Systems 196,141 15 - 53,567
Sonaecom others 29,983 46,533 37,997 11,246
Others 376,582,753 16,603,666 19,972,768 272,856
377,095,709 16,650,213 32,785,113 3,407,343

26. Earnings per share

Earnings per share, basic and diluted, are calculated by dividing the consolidated net income attributable to the Group (Euro 12,227,592 negative in 2008 and Euro 4,713,324 negative in 2007) by the average number of shares outstanding during the semesters ended at 30 June 2008 and 2007, net of own shares (Euro 364,866,391 in 2008 and Euro 364,983,984 in 2007).

27. Medium Term Incentive Plans

In June 2000, Sonaecom Group created a discretionary Medium Term Incentive Plans for more senior employees, based on Sonaecom options and shares and Sonae S.G.P.S., S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Group.

The Sonaecom plans outstanding at 30 June 2008 can be summarised as follows:

Vesting period 30-Jun-2008
Share price at
award date *
Award date
Vesting date Aggregate
number of
participations
Number of
options/ shares
Sonaecom shares
2005 Plan 4.093 10-Mar-06 09-Mar-09 366 858,784
2006 Plan 4.697 09-Mar-07 08-Mar-10 399 1,019,261
2007 Plan 2.24 10-Mar-08 09-Mar-11 413 1,905,966
Sonae SGPS shares
2005 Plan 1.34 10-Mar-06 09-Mar-09 12 147,924
2006 Plan 1.68 09-Mar-07 08-Mar-10 6 153,968
2007 Plan 1.16 10-Mar-08 09-Mar-11 7 261,924

* Average share price in the month prior to the award date for Sonaecom shares and the lower of the average share price for the month prior to the Annual General Meeting and the share price on the day after the Annual General Meeting, for Sonae SGPS shares. However, for the 2006 Plans the share price was: Sonaecom shares - the average share price between 3rd March and 5th April 2007; Sonae SGPS shares - the average share price between 13th February and 26th March 2007. This exception was due to the timing of the end of the Portugal Telecom bid and was approved by the Board Nomination and Remuneration Committee.

During the semester ended at 30 June 2008, the movements occurred in the plans can be summarised as follows:

Sonaecom shares Sonae SGPS shares
Aggregate
number of
participations
Number of
shares
Aggregate
number of
participations
Number of
shares
Outstanding at 31.12.2007
Exercisable - - - -
Unvested 1,142 2,902,082 30 496,440
Total 1,142 2,902,082 30 496,440
Movements in the semester
Awarded 416 1,916,077 7 254,715
Vested (349) (976,395) (12) (274,202)
Cancelled/Elapsed * (31) (57,753) - 86,863
Outstanding at 30.06.2008
Exercisable - - - -
Unvested 1,178 3,784,011 25 563,816
Total 1,178 3,784,011 25 563,816

* Corrections are made according to the dividend paid or by changes in the capital.

For Sonaecom's share plans, the total responsibility, calculated taking in consideration the share price at balance sheet date, is Euro 2,632,843 and was recorded under the headings of 'Other current liabilities' and 'Other non current liabilities'. For the Sonae SGPS share plans the Group entered into hedging contracts with external entities, and the liabilities are calculated based on the prices agreed on those contracts and recorded under the headings of 'Other current liabilities' and 'Other non current liabilities', by an amount of Euro 374,259.

Share Plan costs are recognised in the accounts over the period between the award and the vesting date of those shares. The costs recognised in previous years and in the semester ended at 30 June 2008, were as follows:

Amount
Costs recognised in previous years 21,950,820
Costs recognised in the semester (7,212)
Costs of plans from subsidiary Exit (no longer consolidated) (8,882)
Costs of plans vested in previous year (14,990,425)
Costs of plans vested in the semester (3,937,199)
Total cost of the plans 3,007,102
Recorded in Other current liabilities (1,555,668)
Recorded in Other non current liabilities (1,451,434)

During the semester ended at 30 June 2008, the Board of Directors of Sonaecom decided to convert the settlement of its Medium Term Incentive Plans from settlement in shares to settlement in cash, as this option is provided in such plans.

28. Other matters

i) At 30 June 2008, accounts receivable from customers and accounts payable to suppliers include Euro 37,139,253 and Euro 29,913,608, respectively, as well the captions 'Other current assets' and 'Other current liabilities' include Euro 411,649 and Euro 6,856,200, respectively, resulting from a dispute between the subsidiary Optimus and, essentially, the operator TMN – Telecomunicações Móveis Nacionais, S.A., in relation to interconnection tariffs, recorded on the year ended 31 December 2001. The Company has considered the most penalising tariffs in their consolidated financial statements. In the lower court, the decision was favourable to Optimus. The 'Tribunal da Relação' (Court of Appeal), on appeal, rejected the intentions of TMN, however an appeal to the 'Supremo Tribunal de Justiça' (Supreme Court) by TMN is still possible.

(ii) In the Arbitration Court proceeding imposed to resolve the conflict between Maxistar and the other shareholders of Sonaecom – Serviços de Comunicações, S.A. (at the time Optimus) - for breach of a clause of the Shareholders' Agreement, Maxistar was condemned to pay an indemnity of Euro 2,344,350 plus legal interest calculated until the date of payment or, alternatively, to subject itself to a purchase option over its participation in Sonaecom – Serviços de Comunicações at 70% of its actual value. Maxistar has appealed against the decision of the Arbitration Court but that appeal has already been rejected in the lower courts. In consequence of this rejection, Maxistar appealed to the 'Tribunal da Relação de Lisboa' (Lisbon Court of Appeal).

As a way to execute the amounts due to be paid by Maxistar, and after having informed Maxistar of their preference for the payment in cash, some shareholders have proposed an execution action. Before the decision of the Arbitration Court, Maxistar paid those shareholders, as a way of avoiding the execution, a total amount of Euro 4,068,048 (capital plus interest), of which Euro 2,183,899 were paid to Sonaecom.

The 'Tribunal da Relação de Lisboa' rejected the Maxistar's appeal, confirming the previous decision.

Maxistar appealed to the 'Supremo Tribunal de Justiça' (Supreme Court), which dismissed the appeal, confirming the sentence, that is now pending its final effect.

These consolidated financial statements were approved by the Board of Directors on 24 July 2008.

These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IAS/IFRS) and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.

APPENDIX

At 30 June 2008, the related parties of Sonaecom Group are as follows:

Key management personnel
Álvaro Carmona e Costa Portela Jean François Pontal
Álvaro Cuervo Garcia Luís Filipe Campos Dias Castro Reis
Ângelo Gabriel Ribeirinho dos Santos Paupério Luís Filipe Palmeira Lampreia
António Bernardo Aranha da Gama Lobo Xavier Maria Cláudia Teixeira de Azevedo
António de Sampaio e Mello Michel Marie Bom
Belmiro de Azevedo Miguel Nuno Santos Almeida
David Hobley Nuno Manuel Moniz Trigoso Jordão
Duarte Paulo Teixeira de Azevedo Nuno Miguel Teixeira Azevedo
Franck Emmanuel Dangeard Paulo Jorge Henriques Pereira
George Christopher Lawrie Pedro Miguel Freitas Ramalho Carlos
Gervais Pellissier
Sonae/Efanor Group Companies
3DO Holding GmbH Bloco W-Sociedade Imobiliária,S.A.
3DO Shopping Centre GmbH Boavista Shopping Centre BV
3shoppings - Holding,SGPS, S.A. Box Lines Navegação,S.A.
Aegean Park,S.A. Campo Limpo, Lda
Agepan Eiweiler Management GmbH Canasta-Empreendimentos Imobiliários,S.A.
Agepan Flooring Products, S.A.RL Carnes do Continente-Ind.Distr.Carnes,S.A.
Agepan Tarket Laminate Park GmbH Co. KG CarPlus – Comércio de Automóveis, S.A.
Agloma Investimentos, Sgps, S.A. Casa Agrícola de Ambrães, S.A.
Agloma-Soc.Ind.Madeiras e Aglom.,S.A. Casa Agrícola João e A. Pombo, S.A.
Águas Furtadas - Imobiliária, S.A. Casa da Ribeira - Hotelaria e Turismo,S.A.
Airone - Shopping Center, Srl Cascaishopping- Centro Comercial, S.A.
ALEXA Administration GmbH Cascaishopping Holding I, SGPS, S.A.
ALEXA Holding GmbH Centro Colombo- Centro Comercial, S.A.
ALEXA Shopping Centre GmbH Centro Residencial da Maia,Urban.,S.A.
Alexa Site GmbH & Co. KG Centro Vasco da Gama-Centro Comercial,S.A.
Algarveshopping- Centro Comercial, S.A. Change, SGPS, S.A.
Andar - Sociedade Imobiliária, S.A. Chão Verde-Soc.Gestora Imobiliária,S.A.
Aqualuz - Turismo e Lazer, Lda Choice Car - Comércio de Automóveis, S.A.
Aquapraia - Investimentos Turísticos,S.A. Choice Car SGPS, S.A.
Arrábidashopping- Centro Comercial, S.A. Cia.de Industrias e Negócios,S.A.
Aserraderos de Cuellar,S.A. Cinclus Imobiliária,S.A.
Atlantic Ferries-Tráf.Loc,Flu.e Marít,S.A. Citorres-Sociedade Imobiliária,S.A.
Avenida M-40 B.V. Clérigoshopping- Gestão do C.Comerc.,S.A.
Avenida M-40,S.A. Coimbrashopping- Centro Comercial, S.A.
Azulino Imobiliária, S.A. Colombo Towers Holding, BV
Bertimóvel - Sociedade Imobiliária, S.A. Contacto Concessões, SGPS, S.A.
Best Offer-Prest. Inf. p/Internet,S.A. Contacto-SGPS,S.A.
Bikini, Portal de Mulheres,S.A. Contibomba-Comérc.Distr.Combustiveis,S.A.
Bloco Q-Sociedade Imobiliária,S.A. Contimobe-Imobil.Castelo Paiva,S.A.

Continente Hipermercados, S.A. Glunz Service GmbH Contry Club da Maia-Imobiliaria,S.A. Glunz UK Holdings Ltd Cronosaúde - Gestão Hospitalar, S.A. Glunz Uka Gmbh Cumulativa - Sociedade Imobiliária, S.A. Golf Time-Golfe e Invest. Turísticos, S.A. Darbo S.A.S Guerin – Rent a Car (Dois), Lda. Developpement & Partenariat Assurances, S.A. Guimarãeshopping- Centro Comercial, S.A. Difusão-Sociedade Imobiliária,S.A. Hornitex Polska Sp z.o.o Distrifin-Comercio y Prest.Servicios,S.A. Iberian Assets, S.A. DMJB, SGPS, S.A. IGI-Investimento Imobiliário,S.A. Dortmund Tower GmbH Igimo-Sociedade Imobiliária,S.A. Dos Mares - Shopping Centre B.V. Iginha-Sociedade Imobiliária,S.A. Dos Mares-Shopping Centre, S.A. IM Impregnation Management GmbH Ecociclo - Energia e Ambiente, S.A. Imoareia - Invest. Turísticos, SGPS, S.A. Ecociclo II - Energias, S.A. Imobiliária da Cacela, S.A. Edições Book.it, S.A. Imoclub-Serviços Imobilários,S.A. Efanor Investimentos, SGPS, S.A. Imoconti- Soc.Imobiliária,S.A. Efanor Serviços de Apoio à Gestão, S.A. Imodivor - Sociedade Imobiliária, S.A. Efanor-Design e Serviços,S.A. Imoestrutura-Soc.Imobiliária,S.A. Efanor-Indústria de Fios,S.A. Imoferro-Soc.Imobiliária,S.A. El Rosal Shopping, S.A. Imohotel-Emp.Turist.Imobiliários,S.A. Empreend.Imob.Quinta da Azenha,S.A. Imomuro-Sociedade Imobiliária,S.A. Equador & Mendes,Lda Imopenínsula - Sociedade Imobiliária, S.A. Espimaia -Sociedade Imobiliária,S.A. Imoplamac Gestão de Imóveis,S.A. Estação Oriente-Gest.de Galerias Com.,S.A. Imoponte-Soc.Imobiliaria,S.A. Estação Viana- Centro Comercial, S.A. Imoresort - Sociedade Imobiliária, S.A. Estêvão Neves-Hipermercados Madeira,S.A. Imoresultado-Soc.Imobiliaria,S.A. Etablissement A. Mathe, S.A. Imosedas-Imobiliária e Seviços,S.A. Euro Decorative Boards,Ltd Imosistema-Sociedade Imobiliária,S.A. Euromegantic,Lteé Imosonae II Euroresinas-Indústrias Quimicas,S.A. Impaper Europe GmbH & Co. KG Finlog - Aluguer e Comércio de Automóveis, S.A. Implantação - Imobiliária, S.A. Fozimo-Sociedade Imobiliária,S.A. Infofield-Informática,S.A. Fozmassimo - Sociedade Imobiliária, S.A. Inparsa - Gestão Galeria Comercial, S.A. Freccia Rossa- Shopping Centre S.r.l. Inparvi SGPS, S.A. Friengineering International Ltda Insulatroia - Sociedade Imobiliária, S.A. Fundo de Invest. Imobiliário Imosede Integrum-Serviços Partilhados,S.A. Fundo Invest.Imob.Shopp. Parque D.Pedro Interclean, S.A. Gaiashopping I- Centro Comercial, S.A. Interlog-SGPS,S.A. Gaiashopping II- Centro Comercial, S.A. Inventory-Acessórios de Casa,S.A. GHP Gmbh Investalentejo, SGPS, S.A. Gli Orsi - Shopping Centre, Srl Invsaude - Gestão Hospitalar, S.A. Global S-Hipermercado,Lda Ipaper-Industria Papeis Impregnados,S.A. Glunz AG ISF - Imobiliário, Serviços e Participaç

Isoroy SAS NAB, Sociedade Imobiliária,S.A.
KLC Holdings XII SA NA-Comércio de Artigos de Desporto, S.A.
La Farga - Shopping Center, SL NA-Equipamentos para o Lar, S.A.
Larissa Develop. Of Shopping Centers, S.A. Net Mall SGPS, S.A.
Norscut - Concessionária de Scut Interior Norte,
Lazam Corretora, Ltda. S.A.
Le Terrazze - Shopping Centre S.r.l. Norte Shop. Retail and Leisure Centre BV
Lembo Services Ltd (Euro) Norteshopping-Centro Comercial, S.A.
Libra Serviços, Lda. Nova Equador Internacional,Ag.Viag.T,Ld
Lidergraf - Artes Gráficas, Lda. Nova Equador P.C.O. e Eventos
Lima Retail Park, S.A. Novobord (PTY) Ltd.
Loureshopping- Centro Comercial, S.A. Oeste Retail Park - Gestão G.Comerc., S.A.
Operscut - Operação e Manutenção de Auto
Luso Assistência - Gestão de Acidentes, S.A. estradas, S.A.
Luz del Tajo - Centro Comercial S.A. OSB Deustchland Gmbh
Luz del Tajo B.V. Paracentro - Gest.de Galerias Com., S.A.
Madeirashopping- Centro Comercial, S.A. Pareuro, BV
Maiashopping- Centro Comercial, S.A. Pargeste SGPS, S.A.
Maiequipa-Gestão Florestal,S.A. Park Avenue Develop. of Shop. Centers S.A.
Marcas MC, ZRT Parque Atlântico Shopping - C.C., S.A.
Marimo -Exploração Hoteleira Imobiliária Parque D. Pedro 1 B.V.
Marina de Tróia S.A. Parque D. Pedro 2 B.V.
Marinamagic-Expl.Cent.Lúdicos Marít,Lda Parque de Famalicão - Empr. Imob., S.A.
Marmagno-Expl.Hoteleira Imob.,S.A. Parque Principado SL
Martimope - Sociedade Imobiliária, S.A. Partnergiro - Empreend. Turísticos, Lda
Marvero-Expl.Hoteleira Imob.,S.A. Pátio Boavista Shopping Ltda.
MC Property Management S.A. Pátio Campinas Shopping Ltda
MDS Corretor de Seguros, S.A. Pátio Goiânia Shopping Ltda
Mediterranean Cosmos Shop. Centre Investments, S.A. Pátio Londrina Empreend. e Particip. Ltda
Pátio Penha Shopping Ltda.
Megantic BV Pátio São Bernardo Shopping Ltda
MJLF-Empreendimentos Imobiliários, S.A. Pátio Sertório Shopping Ltda
Modalfa-Comércio e Serviços,S.A. Pátio Londrina Empreend.e Particip.Ltda
Modelo - Dist.de Mat. de Construção,S.A. Peixes do Continente-Ind.Dist.Peixes,S.A.
Modelo Cont. Seguros-Soc. De Mediação, Lda PHARMACONTINENTE - Saúde e Higiene, S.A.
Modelo Continente - Oper.Retalho SGPS,S.A. PJP - Equipamento de Refrigeração, Lda
Modelo Continente Hipermercados,S.A. Plaza Eboli B.V.
Modelo Continente, SGPS,S.A. Plaza Eboli - Centro Comercial S.A.
Modelo Hiper Imobiliária,S.A. Plaza Mayor Holding, SGPS, S.A.
Modelo Hipermergados Trading, S.A. Plaza Mayor Parque de Ócio B.V.
Modelo.com-Vendas p/Correspond.,S.A. Plaza Mayor Parque de Ocio,S.A.
Monselice Centre Srl Plaza Mayor Shopping B.V.
Movelpartes-Comp.para Ind.Mobiliária,S.A. Plaza Mayor Shopping, S.A.
Mundo Vip - Operadores Turisticos, S.A. Ploiesti Shopping Center (Euro)

SONAECOM CONSOLIDATED MANAGEMENT REPORT/ 1H2008

Poliface Brasil, Ltda Project Sierra Italy 5 Srl Poliface North America Project Sierra One Srl Porturbe-Edificios e Urbanizações,S.A. Project Sierra Spain 1 B.V. Praedium II-Imobiliária,S.A. Project Sierra Spain 2 B.V. Praedium III-Serviços Imobiliários,S.A. Project Sierra Spain 2-Centro Comer. S.A. Praedium SGPS, S.A. Project Sierra Spain 3 B.V. Predicomercial-Promoção Imobiliária,S.A. Project Sierra Spain 3-Centro Comer. S.A. Prédios Privados Imobiliária,S.A. Project Sierra Spain 5 BV Predisedas-Predial das Sedas,S.A. Project Sierra Spain 6 B.V. Pridelease Investments, Ltd Project Sierra Spain 6-Centro Comer. SA Profimetrics - Software Solutions, S.A. Project Sierra Spain 7 B.V. Proj. Sierra Germany 1 - Shop.C. GmbH Project Sierra Spain 7-Centro Comer. SA Proj. Sierra Germany 4 (four)-Sh.C.GmbH Project Sierra Srl Proj. Sierra Italy 2 - Dev.of Sh.C. Srl Project Sierra Srl Proj.Sierra 1 - Shopping Centre GmbH Project Sierra Three Srl Proj.Sierra Germany 2 (two)-Sh.C.GmbH Project Sierra Two Srl Proj.Sierra Germany 3 (three)-Sh.C.GmbH Promessa Sociedade Imobiliária, S.A. Proj.Sierra Hold. Portugal V, SGPS,S.A. Promosedas-Prom.Imobiliária,S.A. Proj.Sierra Italy 1 -Shop.Centre Srl Prosa-Produtos e serviços agrícolas,S.A. Proj.Sierra Italy 2 -Dev. Of Sh.C.Srl Publimeios-Soc.Gestora Part. Finan.,S.A. Proj.Sierra Italy 3 - Shop. Centre Srl Racionaliz. y Manufact.Florestales,S.A. Proj.Sierra Portugal I- C.Comerc., S.A. Resoflex-Mob.e Equipamentos Gestão,S.A. Proj.Sierra Portugal II-C.Comerc.,S.A. Resolução, SGPS, S.A. Proj.Sierra Portugal III-C.Comerc.,S.A. Rio Sul - Centro Comercial, S.A. Proj.Sierra Portugal IV-C.Comerc.,S.A. River Plaza Mall, Srl Proj.Sierra Portugal V-C.Comercial,S.A. Rochester Real Estate,Limited Proj.Sierra Portugal VI-C.Comercial,S.A. S. C. Setler Mina Srl Proj.Sierra Portugal VII - C. Comerc.,S.A. S.C. Microcom Doi Srl Proj.Sierra Portugal VIII - C.Comerc.,S.A. Saúde Atlântica - Gestão Hospitalar, S.A. Project 4, Srl SC Aegean B.V. Project SC 1 BV SC Insurance Risks Services, SGPS, S.A. Project SC 2 BV SC Mediterraneum Cosmos B.V. Project Sierra 1 B.V. SC-Consultadoria,S.A. Project Sierra 2 B.V. SC-Eng. e promoção imobiliária,SGPS,S.A. Project Sierra 3 BV SCS Beheer,BV Project Sierra 4 BV Selfrio,SGPS,S.A. Project Sierra 5 BV Selfrio-Engenharia do Frio,S.A. Project Sierra 6 BV Selifa-Empreendimentos Imobiliários,S.A. Project Sierra 7 BV Sempre à Mão - Sociedade Imobiliária,S.A. Project Sierra Brazil 1 B.V. Sempre a Postos - Produtos Alimentares e Utilidades , Lda Project Sierra Charagionis 1 S.A. Serra Shopping - Centro Comercial, S.A. Project Sierra Germany Shop. Center 1 BV Sesagest-Proj.Gestão Imobiliária,S.A.

80

Project Sierra Germany Shop. Center 2 BV Sete e Meio - Invest. Consultadoria, S.A.

Sete e Meio Herdades-Inv. Agr. e Tur.,S.A. Sierra Portugal Fund, Sarl Shopping Centre Colombo Holding, BV Sierra Property Management, Srl Shopping Centre Parque Principado B.V. SII - Soberana Invest. Imobiliários, S.A. Shopping Penha B.V. SIRS - Sociedade Independente de Radiodifusão Sonora, S.A. Siaf-Soc.Iniciat.Aprov.Florestais,S.A. Sistavac-Sist.Aquecimento,V.Ar C.,S.A. Sic Indoor - Gestão de Suportes Publicitários, S.A. SKK-Central de Distr.,S.A. Sierra Asset Management Luxemburg, Sarl SKKFOR - Ser. For. e Desen. de Recursos Sierra Asset Management-Gest. Activos,S.A. SMP-Serv. de Manutenção Planeamento Sierra Brazil 1 B.V. Soc.Inic.Aproveit.Florest.-Energias,S.A. Sierra Charagionis Develop.Sh. Centre S.A. Sociedade de Construções do Chile, S.A. Sierra Charagionis Propert.Management S.A. Sociedade Imobiliária Troia - B3, S.A. Sierra Corporate Services- Ap.Gestão, S.A. Société de Tranchage Isoroy S.A.S. Sierra Corporate Services Holland, BV Société des Essences Fines Isoroy Sierra Develop.Iberia 1, Prom.Imob.,S.A. Sociéte Industrielle et Financére Isoroy Sierra Development Greece, S.A. Socijofra-Sociedade Imobiliária,S.A. Sierra Developments Germany GmbH Sociloures-Soc.Imobiliária,S.A. Sierra Developments Germany Holding B.V. Soconstrução BV Sierra Developments Holding B.V. Sodesa, S.A. Sierra Developments Italy S.r.l. Soflorin,BV Sierra Developments Services Srl Soira-Soc.Imobiliária de Ramalde,S.A. Sierra Developments Spain-Prom.C.Com.SL Sol Retail Park - Gestão G.Comerc., S.A. Sierra Developments, SGPS, S.A. Solaris Supermercados, S.A. Sierra Developments-Serv. Prom.Imob., S.A. Solinca III-Desporto e S.A.úde,S.A. Sierra Enplanta Ltda Solinca-Investimentos Turísticos,S.A. Sierra European R.R.E. Assets Hold. B.V. Solinfitness - Club Malaga, S.L. Sierra GP Limited Soltroia-Imob.de Urb.Turismo de Tróia,S.A. Sierra Investimentos Brasil Ltda Somit Imobiliária,S.A. Sierra Investments (Holland) 1 B.V. Somit-Soc.Mad.Ind.Transformadas,S.A. Sierra Investments (Holland) 2 B.V. Sonae Capital Brasil, Lda Sierra Investments Holding B.V. Sonae Capital,SGPS,S.A. Sierra Investments SGPS, S.A. Sonae Center Serviçoss, SA Sierra Italy Holding B.V. Sonae Financial Participations BV Sierra Man.New Tech.Bus.-Serv.Comu.CC,S.A. Sonae Ind., Prod. e Com.Deriv.Madeira,S.A. Sierra Management Germany GmbH Sonae Indústria Brasil, Ltda Sierra Management Hellas SA Sonae Industria de Revestimentos,S.A. Sierra Management II-Gestão de C.C. S.A. Sonae Indústria-SGPS,S.A. Sierra Management Italy S.r.l. Sonae International, Ltd Sierra Management Portugal-Gest. CC,S.A. Sonae Investments,BV Sierra Management Spain-Gestión C.Com.S.A. Sonae Novobord (PTY) Ltd Sierra Management, SGPS, S.A. Sonae RE, S.A.

Sonae Retalho Espana-Servicios Gen.,S.A. Tarkett Agepan Laminate Flooring SCS Sonae Serviços de Gestão, S.A. Tavapan,S.A. Sonae SGPS, S.A. Tecmasa Reciclados de Andalucia, SL Sonae Sierra Brasil Ltda Teconologias del Medio Ambiente,S.A. Sonae Sierra Brazil B.V. Textil do Marco,S.A. Sonae Sierra, SGPS, S.A. Tlantic Portugal-Sist. de Informação, SA Sonae Tafibra (UK),Ltd Tlantic Sistemas de Informação Ltdª Sonae Tafibra Benelux, BV Todos os Dias-Com.Ret.Expl.C.Comer.,S.A. Sonae Turismo Gestão e Serviços,S.A. Tool Gmbh Sonae Turismo-SGPS,S.A. Torre Colombo Ocidente-Imobiliária,S.A. Sonae UK,Ltd. Torre Colombo Oriente-Imobiliária,S.A. Sonaegest-Soc.Gest.Fundos Investimentos Torre São Gabriel-Imobiliária,S.A. Sonaecenter Serviços, SA Troia Market, SA Sondis Imobiliária,S.A. TP - Sociedade Térmica, S.A. Sontaria-Empreend.Imobiliários,S.A. Troiaresort-Investimentos Turísticos, S.A. Sontel Bv Troiaverde-Expl.Hoteleira Imob.,S.A. Sontur BV Tulipamar-Expl.Hoteleira Imob.,S.A. Sonvecap BV Unipress - Centro Gráfico, Lda Sopair, S.A. Unishopping Administradora Ltda. Sótaqua - Soc. de Empreendimentos Turist Unishopping Consultoria Imob. Ltda. Spanboard Products,Ltd Urbisedas-Imobiliária das Sedas,S.A. Spinarq,S.A. Valecenter Srl Spinveste - Promoção Imobiliária, S.A. Valor N, S.A. Spinveste-Gestão Imobiliária SGII,S.A. Vastgoed One - Sociedade Imobiliária, S.A. Sport Zone-Comércio Art.Desporto,S.A. Vastgoed Sun - Sociedade Imobiliária, S.A. SRP Development, SA Venda Aluga-Sociedade Imobiliária,S.A. SRP-Parque Comercial de Setúbal, S.A. Via Catarina- Centro Comercial, S.A. Star-Viagens e Turismo,S.A. World Trade Center Porto, S.A. Tableros Tradema,S.L. Worten España, S.A. Tafiber,Tableros de Fibras Ibéricas,SL Worten-Equipamento para o Lar,S.A. Tafibras Participações, S.A. Zubiarte Inversiones Inmob,S.A. Tafisa Brasil, S.A. Tafisa Canadá Societé en Commandite Tafisa France, S.A. Tafisa UK,Ltd Tafisa-Tableros de Fibras, S.A. Taiber,Tableros Aglomerados Ibéricos,SL

FT Group Companies
France Telecom, S.A. Wirefree Services Belgium, S.A.

13.3. INDIVIDUAL FINANCIAL STATEMENTS

BALANCE SHEETS FOR THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007 AND

FOR THE YEAR ENDED AT 31 DECEMBER 2007

(Amounts expressed in Euro)

ASSETS Notes June 2008 June 2007 December 2007
NON CURRENT ASSETS:
Tangible assets 1.a), 1.e) and 2 181,319 153,484 181,562
Intangible assets 1.b) and 3 59,563 81,095 71,121
Investments in group companies 1.c) and 5 898,096,556 824,190,572 920,727,475
Other non current assets 1.c), 1.l), 1.m), 4 and 6 561,911,005 488,106,626 492,695,948
Total non current assets 1,460,248,443 1,312,531,777 1,413,676,106
CURRENT ASSETS:
Other current debtors 1.d), 1.f) and 4 7,628,863 7,139,096 9,022,179
Other current assets 1.l) and 1.m) 5,369,839 1,446,089 3,766,451
Investments recorded at fair value through profit or loss 1.d), 4 and 8 - 405,684 -
Cash and cash equivalents 1.g), 4 and 9 58,659,323 75,349,624 145,779,175
Total current assets 71,658,025 84,340,493 158,567,805
Total assets 1,531,906,468 1,396,872,270 1,572,243,911
SHAREHOLDERS' FUNDS AND LIABILITIES
SHAREHOLDERS' FUNDS:
Share capital 10 366,246,868 366,246,868 366,246,868
Own shares 1.o) and 11 (6,036,026) (8,938,165) (8,938,165)
Reserves 1.n) 777,052,395 793,660,832 794,137,940
Consolidated net income/(loss) for the period 21,366,009 4,824,800 (15,334,817)
1,158,629,246 1,155,794,335 1,136,111,826
LIABILITIES:
NON CURRENT LIABILITIES:
Medium and long-term loans - net of short-term portion 1.h), 4 and 12.a) 355,086,523 147,082,979 373,680,136
Provisions for other liabilities and charges 1.j) and 13 26,206 23,706 23,706
Other non current liabilities 1.l), 1.m) and 1.r) 266,125 161,553 129,379
Total non current liabilities 355,378,854 147,268,238 373,833,221
CURRENT LIABILITIES:
Short-term loans and other loans 1.h), 4, and 12.b) 14,465,000 88,319,012 17,860,473
Other creditors 4 1,370,573 1,432,669 41,292,121
Other current liabilities 1.l), 1.m) and 1.r) 2,062,795 4,058,016 3,146,270
Total current liabilities 17,898,368 93,809,697 62,298,864
Total Shareholders' Funds and liabilities 1,531,906,468 1,396,872,270 1,572,243,911

The notes are an integral part of the financial statements at 30 June 2008 and 2007.

Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo

The Chief Accountant The Board of Directors

Ângelo Gabriel Ribeirinho Paupério

George Christopher Lawrie

Luís Filipe Campos Dias de Castro Reis

Maria Cláudia Teixeira de Azevedo

Miguel Nuno Santos Almeida

António Sampaio e Mello

David Charles Denholm Hobley

Frank Emmanuel Dangeard

Gervais Gille Pellissier

Jean-François René Pontal

Nuno Miguel Moniz Trigoso Santos Jordão

PROFIT AND LOSS ACCOUNT BY NATURE

FOR THE QUARTERS AND THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007 AND

FOR THE YEAR ENDED AT 31 DECEMBER 2007

(Amounts expressed in Euro)

Notes June 2008 April to June 2008
(Not audited)
June 2007 April to June 2007
(Not audited)
December 2007
Services rendered 3,570,351 1,918,744 3,032,468 1,518,777 6,776,984
Other operating revenues 20,138 1,300 184,737 115,910 24,183,266
3,590,489 1,920,044 3,217,205 1,634,687 30,960,250
External supplies and services 14 (1,562,232) (875,751) (2,856,864) (1,016,616) (4,658,695)
Staff expenses (2,363,018) (995,623) (2,524,080) (1,325,636) (5,170,239)
Depreciation and amortisation 1.a), 1.b), 1.q), 2 and 3 (46,878) (23,313) (34,964) (17,958) (72,718)
Provisions and impairment losses 1.j), 1.q) and 13 (2,653) (153) - - -
Other operating costs (30,787) (16,646) (35,044) (20,097) (76,530)
(4,005,568) (1,911,486) (5,450,952) (2,380,307) (9,978,182)
Gains and losses on group companies 15 16,841,093 16,841,093 4,592,872 - (43,481,386)
Other financial expenses 1.c), 1.h), 1.q) and 15 (9,318,913) (4,806,798) (5,408,442) (2,799,471) (13,283,729)
Other financial income 15 14,265,251 (13,804,359) 7,878,444 4,068,301 20,460,321
Current income/(loss) 21,372,352 (1,761,506) 4,829,127 523,210 (15,322,726)
Income taxation 1.k) and 7 (6,343) 22,755 (4,327) (2,210) (12,091)
Net income/(loss) 21,366,009 (1,738,751) 4,824,800 521,000 (15,334,817)
Earnings per share
Including discontinued operations
18
Basic 0.06 (0.00) 0.01 0.00 (0.04)
Diluted 0.06 (0.00) 0.01 0.00 (0.04)
Excluding discontinued operations
Basic 0.06 (0.00) 0.01 0.00 (0.04)
Diluted 0.06 (0.00) 0.01 0.00 (0.04)

The notes are an integral part of the financial statements at 30 June 2008 and 2007.

Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo

The Chief Accountant The Board of Directors

Ângelo Gabriel Ribeirinho Paupério

George Christopher Lawrie

Luís Filipe Campos Dias de Castro Reis

Maria Cláudia Teixeira de Azevedo

Miguel Nuno Santos Almeida

António Sampaio e Mello

David Charles Denholm Hobley

Frank Emmanuel Dangeard

Gervais Gille Pellissier

Jean-François René Pontal

Nuno Miguel Moniz Trigoso Santos Jordão

MOVEMENTS IN SHAREHOLDERS' FUNDS

FOR THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007

(Amounts expressed in Euro)

200
8
Res
erve
s
Own Res
s for
erve
Own
Sha
re
shar
es
Sha
re
Leg
al
Med
ium
Term
sha
res
Hed
ging
Othe
r
Tota
l
Net
capi
tal
(Not
e 11
)
ium
prem
rese
rves
Ince
ntive
Pla
ns
rese
rves
rese
rves
rese
rves
rese
rves
inco
me/(
loss
)
Tota
l
Bala
at 3
1 De
ber
200
7
nce
cem
366
,246
,868
(8,9
38,1
65)
775
,290
,377
1,00
2,28
7
304
,296
8,93
8,16
5
412
,910
8,18
9,90
5
794
,137
,940
(15,
334
,817
)
1,13
6,11
1,82
6
App
iatio
n of
the
lt of
net
200
7
ropr
resu
- - - - - - - (15,
)
334
,817
(15,
)
334
,817
15,3
34,8
17
-
Net
inco
me/
(loss
) for
the
este
ded
at 30
Jun
e 20
08
sem
r en
- - - - - - - - - 21,3
66,0
09
21,3
66,0
09
Deliv
f ow
n sh
und
er M
ediu
m T
Ince
ntive
Pla
ery o
ares
erm
ns
- 4,27
5,83
8
- - - (4,2
75,8
38)
- 2,07
3,73
2
(2,2
02,1
06)
- 2,07
3,73
2
Acq
uisit
ion o
f ow
n sh
ares
- (1,3
73,6
99)
- - - 1,37
3,69
9
- (1,3
73,6
99)
- - (1,3
73,6
99)
Hed
ging
res
erve
s
- - - - - - 755
,674
- 755
,674
- 755
,674
Med
ium
Term
Ince
ntive
Pla
ition
ns re
cogn
- - - - (304
)
,296
- - - (304
)
,296
- (304
)
,296
Bala
at 30
Jun
e 20
08
nce
366
,246
,868
-
(6,0
36,0
26)
775
,290
,377
1,00
2,28
7
- 6,03
6,02
6
1,16
8,58
4
(6,4
44,8
79)
777
,052
,395
21,3
66,0
09
1,15
8,62
9,24
6
200
7
Res
erve
s
Own Res
s for
erve
Own
Sha
re
shar
es
Sha
re
Leg
al
Med
ium
Term
sha
res
Hed
ging
Othe
r
Tota
l
Net
capi
tal
(Not
e 11
)
ium
prem
rese
rves
Ince
ntive
Pla
ns
rese
rves
rese
rves
rese
rves
rese
rves
inco
me/(
loss
)
Tota
l
Bala
1 De
ber
at 3
200
6
nce
cem
366
,246
,868
- 775
,290
,377
559
,078
108
,132
- - 8,44
9,65
4
784
,407
,241
9,12
1,62
6
1,15
9,77
5,73
5
App
iatio
n of
the
lt of
200
6
net
ropr
resu
- - - 443
,209
- - - 8,67
8,41
7
9,12
1,62
6
(9,1
21,6
26)
-
Net
inco
me/(
loss
) for
the
ded
at 30
Jun
e 20
07
este
sem
r en
- - - - - - - - - 4,82
4,80
0
4,82
4,80
0
Acq
uisit
ion o
f ow
n sh
ares
- (8,9
38,1
65)
- - - 8,93
8,16
5
- (8,9
38,1
65)
- - (8,9
38,1
65)
Med
ium
Term
Ince
ntive
Pla
ition
ns re
cogn
- - - - 131
,965
- - - 131
,965
- 131
,965
Bala
at 30
Jun
e 20
07
nce
366
,246
,868
(8,9
38,1
65)
,290
,377
775
1,00
2,28
7
240
,097
8,93
8,16
5
- 8,18
9,90
5
793
,660
,832
4,82
4,80
0
1,15
5,79
4,33
5

The notes are an integral part of the financial statements at 30 June 2008 and 2007.

CASH FLOW STATEMENTS

FOR THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007

(Amounts expressed in Euro)

30 June 2008 30 June 2007
Operating activities
Payments to employees
Cash flows from operating activities (3,295,786)
(3,295,786)
(2,758,996)
(2,758,996)
Payments/receipts relating to income taxes, net
Other payments/receipts relating to operating activities, net
Cash flows from operating activities (1) (383,651)
4,970,923
1,291,487
1,291,487 (248,743)
(9,399,261)
(12,407,000)
(12,407,000)
Investing activities
Receipts from:
Investments
Tangible assets
Interest and similar income
16,672,929
-
12,435,241
106,253,492
41
5,308,392
Dividends
Payments for:
Investments
Tangible assets
Intangible assets
Loans granted
Cash flows from investing activities (2) 21,414,813
(44,325,000)
(10,438)
(140)
(62,877,000)
50,522,983
(107,212,578)
(56,689,594)
4,592,872
-
(22,093)
(315)
(107,622,327)
116,154,797
(107,644,735)
8,510,062
Financing activities
Receipts from:
Loans granted
Payments for:
Interest and similar expenses
Own shares
Loans obtained
Cash flows from financing activities (3) -
(9,452,570)
(1,373,699)
(20,792,001)
-
(31,618,270)
(31,618,270)
1,569,012
(4,357,812)
(8,938,165)
-
1,569,012
(13,295,977)
(11,726,965)
Net cash flows ( 4 )=( 1 )+( 2 )+( 3 )
Effect of the foreign exchanges
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at end of the semester
(87,016,378)
-
(145,675,701)
58,659,323
(15,623,903)
-
(90,973,527)
75,349,624

The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007

Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo

Chief Accountant The Board of Directors

Ângelo Gabriel Ribeirinho Paupério

George Christopher Lawrie

Luís Filipe Campos Dias de Castro Reis

Maria Cláudia Teixeira de Azevedo

Miguel Nuno Santos Almeida

António Sampaio e Mello

David Charles Denholm Hobley

Frank Emmanuel Dangeard

Gervais Gille Pellissier

Jean-François René Pontal

Nuno Miguel Moniz Trigoso Santos Jordão

NOTES TO THE CASH FLOW STATEMENTS

FOR THE SEMESTERS ENDED AT 30 JUNE 2008 AND 2007

(Amounts expressed in Euro)
1 - Acquisition or sale of subsidiaries or other businesses 30 June 2008 30 June 2007
a) Amount of other assets and liabilities acquired
Supplementary capital to Sonaetelecom BV 40,000,000 -
Supplementary capital to Be Artis - Concepção, Construção e Gestão de Redes de Comunicações, S.A. 4,325,000
44,325,000
-
-
b) Amount received from acquisitions of previous years (price adjustment)
Telemilénio Telecomunicações - Sociedade Unipessoal, Lda.
1,496,920 -
c) Amount of other assets and liabilities sold
Supplementary capital from Sonae Telecom S.G.P.S., S.A.
15,176,009 -
Portugal Telecom, S.G.P.S., S.A. Shares -
16,672,929
106,253,492
16,672,929
2 - Details of cash and cash equivalents
Cash in hand 9,227 10,047
Cash at bank
Treasury applications
94,096
58,556,000
49,573
75,290,004
Overdrafts
Cash and cash equivalents
-
58,659,323
-
75,349,624
Overdrafts
Cash assets
-
58,659,323
-
75,349,624
3 - Description of non monetary financing activities
a) Bank credit granted and not used
b) Purchase of company through the issue of shares
c) Conversion of loans into shares
127,500,000
Not applicable
Not applicable
90,000,000
Not applicable
Not applicable
The notes are an integral part of the consolidated financial statements at 30 June 2008 and 2007
Chief Accountant The Board of Directors
Patrícia Maria Cruz Ribeiro da Silva Duarte Paulo Teixeira de Azevedo
Ângelo Gabriel Ribeirinho Paupério
George Christopher Lawrie
Luís Filipe Campos Dias de Castro Reis
Maria Cláudia Teixeira de Azevedo
Miguel Nuno Santos Almeida
António Sampaio e Mello
David Charles Denholm Hobley
Frank Emmanuel Dangeard
Gervais Gille Pellissier
Jean-François René Pontal
Nuno Miguel Moniz Trigoso Santos Jordão

13.4. Notes to the Individual Financial Statements

Notes to the financial statements at 30 June 2008 and 2007

(Amounts expressed in Euro)

SONAECOM, S.G.P.S., S.A., (hereinafter referred to as "the Company" or "Sonaecom") was established on 6 June 1988, under the name Sonae – Tecnologias de Informação, S.A. and has its head office at Lugar de Espido, Via Norte, Maia – Portugal.

Pargeste, S.G.P.S., S.A.'s subsidiaries in the communications and information technology area were transferred to the Company through a demerger-merger process, executed by public deed dated 30 September 1997.

On 3 November 1999 the Company's share capital was increased, its articles of association were modified and its name was changed to Sonae.com, S.G.P.S., S.A.. Since then the Company's corporate object has been the management of investments in other companies. Also on 3 November 1999, the Company's share capital was re-denominated to Euro, being represented by one hundred and fifty million shares with a nominal value of 1 Euro each.

On 1 June 2000, the Company carried out a Combined Share Offer, involving the following:

  • A Retail Share Offer of 5,430,000 shares, representing 3.62% of the share capital, made in the domestic market and aimed at: (i) employees of the Sonae Group; (ii) customers of the companies controlled by Sonaecom; and (iii) the general public.
  • An Institutional Offering for sale of 26,048,261 shares, representing 17.37% of the share capital, aimed at domestic and foreign institutional investors.

In addition to the Combined Share Offer, the Company's share capital was increased under the terms explained below. The new shares were fully subscribed for and paid up by Sonae, S.G.P.S., S.A. (a shareholder of Sonaecom, hereinafter referred to as "Sonae"). The capital increase was subscribed for and paid up on the date the price of the Combined Share Offer was determined, and paid up in cash, 31,000,000 new ordinary shares of 1 Euro each being issued. The subscription price for the new shares was the same as that fixed for the sale of shares in the aforementioned Combined Share Offer, which was Euro 10.

In addition, Sonae sold 4,721,739 Sonaecom shares under an option granted to the banks leading the Institutional Offer for Sale and 1,507,865 shares to Sonae Group managers and to the former owners of the companies acquired by Sonaecom.

By decision of the Shareholders' General Meeting held on 17 June 2002, Sonaecom's share capital was increased from Euro 181,000,000 to Euro 226,250,000 by public subscription reserved for the existing shareholders, 45,250,000 new shares of 1 Euro each having been fully subscribed for and paid up at the price of Euro 2.25 per share.

On 30 April 2003, the company's name was changed by public deed to SONAECOM, S.G.P.S., S.A..

By decision of the Shareholders' General Meeting held on 12 September 2005, Sonaecom's share capital was increased in Euro 70,276,868, from Euro 226,250,000 to Euro 296,526,868, by the issuance of 70,276,868 new shares of 1 Euro each and with a share premium of Euro 242,455,195, fully subscribed by France Telecom. The corresponding public deed was executed on 15 November 2005.

By decision of the Shareholders General Meeting held on 18 September 2006, Sonaecom's share capital was increased in Euro 69,720,000, from Euro 296,526,868 to Euro 366,246,868, by the issuance of 69,720,000 new shares of 1 Euro each and with a share premium of Euro 275,657,217, subscribed by 093X – Telecomunicações Celulares, S.A. (EDP) and Parpública – Participações Públicas, SGPS, S.A.(Parpública). The corresponding public deed was executed on 18 October 2006.

By decision of the Shareholders General Meeting held on 16 April 2008, bearer shares were converted into registered shares.

The financial statements are presented in Euro, rounded at unit.

1. Basis of presentation

The accompanying financial statements have been prepared on a going concern basis, based on the Company's accounting records in accordance with International Financial Reporting Standards ("IAS/IFRS") as adopted by the European Union ("EU"). These financial statements have been based on IAS 34 - "Interim Financial Reporting".

The adoption of the International Financial Reporting Standards ("IFRS") as adopted by the European Union occurred for the first time in 2007 and as defined by IFRS1 – "First time adoption of International Financial Reporting Standards", 1 January 2006 was the date of transition from generally accepted accounting principles in Portugal to those standards.

For Sonaecom, there are no differences between IFRS as adopted by European Union and IFRS published by the International Accounting Standards Board.

The following standards and interpretations were issued, but their application was not mandatory or the endorsement by the European Union has not occurred yet:

  • Review and Amendment of IAS 1 – "Presentation of Financial Statements" – (mandatory at 1 January 2009);

  • Amendment to IAS 16 – "Property, Plant and Equipment" – (mandatory at 1 January 2009);

  • Amendment to IAS 19 – "Employee Benefits" – (mandatory at 1 January 2009);

  • Amendment to IAS 20 – "Government Grants" – (mandatory at 1 January 2009);

  • Amendment to IAS 27 – "Consolidated and Separate Financial Statements" – (mandatory at 1 January and 1 July 2009);

  • Amendment to IAS 28 – "Investments in Associates" – (mandatory at 1 January 2009);

  • Amendment to IAS 29 – "Financial Reporting in Hyperinflationary Economies" – (mandatory at 1 January 2009);

  • Amendment to IAS 31 – "Interests in Joint Ventures" – (mandatory at 1 January and 1 July 2009);

  • Amendment to IAS 32 – "Financial Instruments: Disclosure and Presentation" – (mandatory at 1 January 2009);

  • Amendment to IAS 36 – "Impairment of Assets" – (mandatory at 1 January 2009);

  • Amendment to IAS 38 – "Intangible Assets" – (mandatory at 1 January 2009);

  • Amendment to IAS 39 – "Financial Instruments" – (mandatory at 1 January 2009);

  • Amendment to IAS 40 – "Investment Property" – (mandatory at 1 January 2009);

  • Amendment to IAS 41 – "Agriculture" – (mandatory at 1 January 2009);

  • Amendment to IFRS 1 – "First-time Adoption of International Financial Reporting Standards'" – (mandatory at 1 January 2009);

  • Amendment to IFRS 2 – "Share – based Payment" – (mandatory at 1 January 2009);

  • Review of IFRS 3 – "Business Combinations" – (mandatory at 1 July 2009);

  • Amendment to IFRS 5 – "Non-current Assets Held for Sale and Discontinued Operations" – (mandatory at 1 January 2009);

  • IFRS 8 – "Operating Segments" – (mandatory at 1 January 2009);

  • IFRIC 12 – "Service Concession Arrangements" – (mandatory at 1 January 2008, but not yet endorsed in the EU);

  • IFRIC 13 – "Customer Loyalty Programmes" – (mandatory at 1 July 2008);

  • IFRIC 14 – "IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction" – mandatory at 1 January 2008, but not yet endorsed in the EU);

  • IFRIC 15 – "Agreements for the Construction of Real Estate" - (mandatory at 1 January 2009);

  • IFRIC 16 – "Hedges of a Net Investment in a Foreign Operation" – (mandatory at 1 October 2008).

The adoption of these standards and interpretations will not produce a material impact on the financial statements of the Company, in future.

Main accounting policies

The main accounting policies used in the preparation of the accompanying financial statements are as follows:

a) Tangible assets

Tangible assets are recorded at their acquisition cost less accumulated depreciation and less estimated accumulated impairment losses.

Depreciations are calculated on a straight-line monthly basis as from the date the assets are available for use in the necessary conditions to operate as intended by the management, by a corresponding charge to the profit and loss statement caption 'Depreciation and amortisation'.

Impairment losses detected in the realization value of tangible assets are recorded in the year in which they arise, by a corresponding charge to the caption 'Depreciation and amortisation' of the profit and loss statement.

The annual depreciation rates used correspond to the estimated useful life of the assets, which are as follows:

Years of useful
life
Buildings 10 - 20
Plant and machinery 1 - 8
Tools 2
Fixtures and fittings 1 - 10
Other tangible assets 1

Current maintenance and repair costs of fixed assets are recorded as costs in the year in which they occur. Improvements of significant amount, which increase the estimated useful life of the assets, are capitalised and depreciated in accordance with the remaining estimated useful life of the corresponding assets.

b) Intangible assets

Intangible assets are recorded at their acquisition cost less accumulated amortisation and less estimated accumulated impairment losses. Intangible assets are only recognised, if it is likely that they will bring future economic benefits to the Company, if the Company controls them and if their cost can be reliably measured.

Intangible assets correspond, essentially, to software and industrial property.

Amortisations are calculated on a straight-line monthly basis, over the estimated useful life of the assets (three years) as from the month in which the corresponding expenses are incurred.

Amortisation for the period is recorded in the profit and loss statement under the caption 'Depreciation and amortisation'.

c) Investments in Group companies and other non current assets

Investments in companies in which the Company has direct or indirect voting rights at Shareholders' General Meetings, in excess of 50%, or in which it has control over the financial and operating policies are recorded under the caption 'Investments in Group companies', at their acquisition cost, in accordance with IAS 27, as Sonaecom presents, separately, consolidated financial statements in accordance with those standards.

Loans and supplementary capital granted to affiliated companies with maturities, estimated or defined contractually, greater than one year, are recorded, at their nominal value, under the caption 'Other non current assets'.

Investments and loans granted to Group companies are evaluated whenever an event or change of circumstances indicates that the recorded amount may not be recoverable or impairment losses recorded in previous years no longer exist.

Impairment losses estimated for investments and loans granted to Group companies are recorded, in the year that they are estimated, under the caption 'Other financial expenses' in the profit and loss statement.

The expenses incurred with the acquisition of investments in Group companies are considered as a part of the acquisition cost.

d) Investments

The Company classifies its investments in the following categories: 'financial assets at fair value through profit or loss', 'loans and receivables', 'held-to-maturity investment', and 'available-for-sale financial assets'. The classification depends on the purpose for which the investments were acquired.

The classification of the investments is determined at the initial recognition and re-evaluated every quarter.

a) 'Financial assets at fair value through profit or loss'

This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if it is acquired principally for the purpose of selling in the short term or if the adoption of this method allows reducing or eliminating an accounting mismatch. Derivatives are also registered as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to mature within twelve months of the balance sheet date.

b) 'Loans and receivables'

Loans and receivables are non-derivative financial assets with fixed or variable payments that are not quoted in an active market. These financial investments arise when the Company provides money, goods or services directly to a debtor with no intention of trading the receivable.

Loans and receivables are carried at amortised cost using the effective interest method, deducted from any impairment losses.

Loans and receivables are recorded as current assets, except when its maturity is greater than twelve months from the balance sheet date, situation in which they are classified as noncurrent assets. Loans and receivables are included in the caption 'other current debtors' in the balance sheet.

c) 'Held-to-maturity investments'

Held-to-maturity investments are non-derivative financial assets with fixed or variable payments and with fixed maturities that the Company's management has the positive intention and ability to hold until their maturity.

d) 'Available-for-sale financial assets'

Available-for-sale financial assets are non-derivative investments that are either designated in this category or not classified in any of the other above referred categories. They are included in non-current assets unless management intends to dispose them within twelve months of the balance sheet date.

Purchases and sales of investments are recognised on trade-date – the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. The 'Financial assets at fair value through profit or loss' are initially recognised at fair value and the transaction costs are recorded in the income statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or all substantial risks and rewards of their ownership have been transferred.

'Available-for-sale financial assets' and 'Financial assets at fair value through profit or loss' are subsequently carried at fair value.

Loans and receivables and 'Held-to-maturity investments' are carried at amortised cost using the effective interest method.

Realised and unrealised gains and losses arising from changes in the fair value of financial assets classified at fair value through profit or loss are recognised in the income statement. Realised and unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit and loss statement as gains or losses from investment securities.

The fair value of quoted investments is based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Company establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to similar instruments, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances. The fair value of listed investments is determined based on the closing Euronext share price at the balance sheet date.

The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a Group of financial assets is impaired. In case of equity securities classified as available for sale, a significant or prolonged decline (decline above 25% in two consecutive quarters) in the fair value of the security below its cost is considered in determining whether the securities are impaired. If such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the

acquisition cost and the current fair value, less any impairment losses on that financial asset previously recognised in the profit or loss statement– is removed from equity and recognised in the profit and loss statement. Impairment losses recognised in the profit and loss statement on equity securities are not reversed through the profit and loss statement.

e) Financial and operational leases

Lease contracts are classified as financial leases, if, in substance, all risks and rewards associated with the detention of the leased asset are transferred by the lease contract or as operational leases, if, in substance, there is no transfer of risks and rewards associated with the detention of the leased assets.

The lease contracts are classified as financial or operational in accordance with the substance and not with the form of the respective contracts.

Fixed assets acquired under finance lease contracts and the related liabilities are recorded in accordance with the financial method. Under this method the tangible assets, the corresponding accumulated depreciation and the related liability are recorded in accordance with the contractual financial plan at fair value or, if less, at the present value of payments. In addition, interest included in lease payments and depreciation of the tangible assets are recognised as expenses in the profit and loss statement for the period to which they relate.

Assets under long term rental contracts are recorded in accordance with the operational lease method. In accordance with this method, the rents paid are recognised as an expense, over the rental period.

f) Other current debtors

Other current debtors are recorded at their net realisable value, and do not include interest, because the discount effect is not significant.

These financial investments arise when the Company provides money or services directly to a debtor with no intention of trading the receivable.

The amount of this caption is presented net of any impairment losses. Future reversals of impairment losses are recorded in the profit and loss statement under the caption 'Other operating revenues'.

g) Cash and cash equivalents

Amounts included under the caption 'Cash and cash equivalents' correspond to amounts held in cash and term bank deposits and other treasury applications where the risk of any change in value is insignificant.

The cash flow statement has been prepared in accordance with IAS 7, using the direct method. The Company classifies, in the caption 'Cash and cash equivalents', investments that mature in less than three months, for which the risk of change in value is insignificant. The caption 'Cash and cash equivalents' in the cash flow statement also includes bank overdrafts, which are reflected in the balance sheet caption 'Short-term loans and other loans'.

The cash flow statement is classified by operating, financing and investing activities. Operating activities include collections from customers, payments to suppliers, payments to personnel and other captions relating to operating activities.

Cash flows from investing activities include the acquisition and sale of investments in associated and subsidiaries companies and receipts and payments resulting from the purchase and sale of fixed assets.

Cash flows from financing activities include payments and receipts relating to loans obtained and finance lease contracts.

All amounts included under this caption are likely to be realised in the short term and there are no amounts given or pledged as guarantee.

h) Loans

Loans are recorded as liabilities by the "amortised cost". Any expenses incurred in setting up loans are recorded as a deduction to the nominal debt and recognised during the period of the financing, based on the effective interest rate method. The interests incurred but not yet due are added to the loans caption till their payment.

i) Derivatives

The Company only uses derivatives in the management of its financial risks to hedge against such risks. The Company does not use derivatives for trading purposes.

The cash flow hedges used by the Company are related to interest rate swaps operations to hedge against interest rate risks on loans obtained. The amounts, interest payment dates and repayment dates of the underlying interest rate swaps are similar in all respects to the conditions established for the contracted loans. Changes in the fair value of cash flow hedges are recorded in assets or liabilities, against a corresponding entry under the caption 'Hedging reserves' in shareholders' funds.

In cases where the hedge instrument is not effective, the amounts that arise from the adjustments to fair value are recorded directly in the profit and loss statement.

j) Provisions and contingencies

Provisions are recognised when, and only when, the Company has a present obligation (either legal or implicit) resulting from a past event, the resolution of which is likely to involve the disbursement of funds by an amount that can be reasonably estimated. Provisions are reviewed at the balance sheet date and adjusted to reflect the best estimate at that date.

Provisions for restructurings are only registered if the Company has a detailed plan and if that plan has already been communicated to the parties involved.

Contingent liabilities are not recognised in the financial statements but are disclosed in the notes, except if the possibility of a cash outflow affecting future economic benefits is remote.

Contingent assets are not recognised in the financial statements but are disclosed in the notes when future economic benefits are likely to occur.

k) Income tax

'Income tax' expense represents the sum of the tax currently payable and deferred tax. Income tax is recognised in accordance with IAS 12.

Sonaecom has adopted, since 1 January 2008, the special regime for the taxation of groups of companies, under which, the provision for income tax is determined on the basis of the estimated taxable income of all the companies covered by that regime, in accordance with such rules. The special regime for the taxation of groups of companies covers all subsidiaries on which the group holds at least 90% of their share capital, with its headquarters located in Portugal and subject to Corporate Income Tax (IRC).

Deferred taxes are calculated using the liability method and reflect the timing differences between the amount of assets and liabilities for accounting purposes and the respective amounts for tax purposes.

Deferred tax assets are only recognised when there is reasonable expectation that sufficient taxable profits shall arise in the future to allow such deferred tax assets to be used. At the end of each year the recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profits, are likely enabling the recovery of such assets (Note 7).

Deferred taxes are calculated with the tax rate that is expected to be in effect at the time the asset or liability is used.

Whenever deferred taxes derive from assets or liabilities directly registered in Shareholders' funds, its recording is also made in Shareholders' funds caption. In all other situations, deferred taxes are always registered in the profit and loss statement.

l) Accrual basis and revenue recognition

Expenses and income are recorded in the period to which they relate, regardless of their date of payment or receipt. Estimated amounts are used when actual amounts are not known.

The captions of 'Other non current assets', 'Other current assets', 'Other non current liabilities' and 'Other current liabilities' include expenses and income relating to the current period, where payment and receipt will occur in future periods, as well as payments and receipts in the current period but which relate to future periods. The later shall be included by the corresponding amount in the results of the periods that they relate to.

Non-current financial assets and liabilities are recorded at fair value and, in each period, the financial actualisation of the fair value is recorded in the profit and loss statement under the caption 'Other financial expenses' and 'Other financial income'.

Dividends are recognised when the shareholders rights to receive such amounts are appropriately established and communicated.

m) Balance sheet classification

Assets and liabilities due in more than one year from the date of the balance sheet are classified, respectively, as non-current assets and non-current liabilities.

In addition, considering their nature, the deferred taxes and the provisions for other liabilities and charges, are classified as non current assets and liabilities (Notes 7 and 13).

n) Reserves

Legal reserve

Portuguese commercial legislation requires that at least 5% of the annual net profit must be appropriated to a legal reserve, until such reserve reaches at least 20% of the share capital. This reserve is not distributable, except in case of liquidation of the Company, but may be used to absorb losses, after all the other reserves are exhausted, or to increase the share capital.

Share premiums

The Share premiums relate to premiums generated in the issuance of capital or in capital increases. According to Portuguese law, Share premiums follow the same requirements of 'Legal reserves', i.e., they are not distributable, except in case of liquidation, but they can be used to absorb losses, after all the other reserves are exhausted or to increase share capital.

Medium Term Incentive Plans Reserves

According to IFRS 2, the responsibility related with the equity settled plans is registered under the heading of Medium Term Incentive Plan Reserves, which are not distributable and which cannot be used to absorb losses.

Hedging reserve

Hedging reserve reflects the changes in fair value of "cash-flow" hedges derivates that are considered effective (Note 1.i) and it is non distributable nor can it be used to absorb losses.

Own shares reserve

The own shares reserve reflects the acquisition value of the own shares and follows the same requirements of legal reserves.

Under Portuguese law, the amount of distributable reserves is determined in accordance with the individual financial statements of the Company, presented in accordance with IAS/IFRS. Therefore, at 30 June 2008, Sonaecom, SGPS, S.A., did not have any reserves which by their nature could be considered distributable.

o) Own shares

Own shares are recorded as a deduction of shareholders funds. Gains or losses related to the sale of own shares are recorded under the heading "Other reserves".

p) Foreign currency

All assets and liabilities expressed in foreign currency were translated into Euro using the exchange rates in force at the balance sheet date.

Favourable and unfavourable foreign exchange differences resulting from changes in the rates in force at transaction date and those in force at the date of collection, payment or at the balance sheet date are recorded as income and expenses in the profit and loss statement of the period, in financial results. The following rates were used for the translation into Euro:

2008 2007
30.06.08 Average 30.06.07 Average
Pound Sterling 1.26223 1.29082 - -
Brazilian Real 0.39822 0.38563 0.38426 0.36805
American Dollar 0.63436 0.65407 - -
Zloti (Poland) 0.29839 0.28668 - -
Australian Dollar 0.61084 0.60473 - -

q) Assets impairment

Impairment tests are performed at the date of each balance sheet and whenever an event or change of circumstances indicates that the recorded amount of an asset may not be recoverable. Whenever the book value of an asset is greater than the amount recoverable, an impairment loss is recognised and recorded in the profit and loss statement under the caption 'Depreciation and amortisation' in the case of fixed assets and goodwill, under the caption 'Other financial expenses' in the case of financial investments or under the caption 'Provisions and impairment losses', in relation to the other assets. The amount recoverable is the greater of the net selling price and the value of use. Net selling price is the amount obtained upon the sale of an asset in a transaction within the capability of the parties involved, less the costs directly related to the sale. The value of use is the present amount of the estimated future cash flows expected to result from the continued use of the asset and of its sale at the end of its useful life. The recoverable amount is estimated for each asset individually or, if this is not possible, for the cashgenerating unit to which the asset belongs.

For financial investments, the recoverable amount is determined based on business plans duly approved by the Board of Directors of the Company and corroborated by reports prepared by independent entities.

Evidence of the existence of impairment in accounts receivables appears when:

  • the counterparty presents significant financial difficulties;

  • there are significant delays in interest payments and in other leading payments from the counterparty;

  • it is probable that the debtor goes into liquidation or into a financial restructuring.

r) Medium Term Incentive Plans

The accounting treatment of Medium Term Incentive Plans is based on IFRS 2 – "Share-based Payments".

Under IFRS 2, when the settlement of plans established by the Company involves the delivery of Sonaecom's own shares, the estimated responsibility is recorded, as a credit entry, under the caption 'Reserves – Medium Term Incentive Plans', within the heading 'Shareholders' funds' and is charged as an expense under the caption 'Staff expenses' in the profit and loss statement.

The quantification of this responsibility is based on its fair value at the attribution date and is recognised over the vesting period of each plan (from the award date of the plan until its vesting or settlement date). The total responsibility, at any point of time, is calculated based on the proportion of the vesting period that has "elapsed" up to the respective accounting date.

When the responsibilities associated with any plan are covered by a hedging contract, i.e., when those responsibilities are replaced by a fixed amount payable to a third party and when Sonaecom is no longer the party that will deliver the Sonaecom shares, at the settlement date of each plan, the above accounting treatment is subject to the following changes:

  • a) The total gross fixed amount payable to third parties is recorded in the balance sheet as either 'Other non current liabilities' or 'Other current liabilities';
  • b) The part of this responsibility that has not yet been recognised in the profit and loss statement (the "unelapsed" proportion of the cost of each plan) is deferred and is recorded, in the balance sheet as either 'Other non current assets' or 'Other current assets';
  • c) The net effect of the entries in (a) and (b) above eliminate the original entry to 'Shareholders' funds';
  • d) In the profit and loss statement, the "elapsed" proportion continues to be charged as an expense under the caption 'Staff expenses'.

For plans settled in cash, the estimated liability is recorded in the balance sheet captions 'Other non current liabilities' and 'Other current liabilities' by a corresponding entry to the income statement caption 'Staff expenses', for the cost relating to the vesting period that has "elapsed" up to the respective accounting date. The liability is quantified based on the fair value of the shares as of each balance sheet date.

When the liability is covered by a hedging contract, recognition is made in the same way as described above, but with the liability being quantified based on the contractually fixed amount.

Equity-settled plans to be liquidated through the delivery of shares of the parent company are recorded as if they were settled in cash, which means that the estimated liability is recorded in the balance sheet captions 'Other non current liabilities' and 'Other current liabilities' by a corresponding entry to the income statement caption 'Staff expenses', for the cost relating to the deferred period elapsed. The liability is quantified based on the fair value of the shares as of each balance sheet date.

At 30 June 2008, only one of the Sonaecom share plans was covered through the detention of own shares. The other two plans were not covered. Therefore the impacts of the share plans of the Medium Term Incentive Plans are registered, in the balance sheet, in the captions 'Other non current liabilities' and 'Other current liabilities'. The cost is recognised in the income statement caption 'Staff expenses'.

In relation to plans which shall be liquidated through the delivery of shares of the parent company, the Company signed contracts with an external entity, under which the price for the acquisition of those shares was fixed. The responsibility associated to those plans is recorded based on that fixed price, proportionally to the period of time elapsed since the award date until the date of record, in captions 'Other non current liabilities' and 'Other current liabilities'. The cost is recognised in the income statement caption 'Staff expenses'.

During the semester ended at 30 June 2008, the Board of Directors of Sonaecom decided to convert the settlement of its Medium Term Incentive Plans from settlement in shares to settlement in cash, as this option is provided in such plans.

s) Subsequent events

Events occurring after the date of the balance sheet which provide additional information about conditions prevailing at the time of the balance sheet (adjusting events) are reflected in the financial statements. Events occurring after the balance sheet date that provide information on post-balance sheet conditions (non adjusting events), when material, are disclosed in the notes to the financial statements.

t) Judgements and estimates

The most significant accounting estimates reflected in the financial statements of the semesters ended at 30 June 2008 and 2007, include mainly impairment analysis of assets, particularly financial investments in Group companies.

Estimates used are based on the best information available during the preparation of financial statements and are based on the best knowledge of past and present events. Although future events are not controlled by the Company neither foreseeable, some could occur and have impact on the estimates. Changes to the estimates used by the management that occur after the approval date of these financial statements, will be recognised in net income, in accordance with IAS 8, using a prospective methodology.

The main estimates and assumptions in relation to future events included in the preparation of financial statements are disclosed in the correspondent notes.

u) Financial risk management

The Company's activities expose it to a variety of financial risks as market risk, liquidity risk and credit risk.

These risks arise from the unpredictability of financial markets, which affect the capacity of project cash flows and profits. The Company financial risk management, subject to a long term ongoing perspective, seeks to minimize potential adverse effects that derive from that uncertainty, using, every time it is possible and advisable, derivative financial instruments to hedge the exposure to such risks (Note 1. i)).

Market risk

a. Foreign exchange risk

Foreign exchange risk management seeks to minimize the volatility of investments and transactions made in foreign currency and contributes to reduce the sensitivity of results to changes in foreign exchange rates.

Whenever possible, the Company uses natural hedges to manage exposure, by offsetting credits granted and credits received expressed in the same currency. When such procedure is not possible, the Company adopts derivative financial hedging instruments.

Considering the reduced values of assets and liabilities in foreign currency, the impact of a change in exchange rate will not have significant impacts in the financial statements.

b. Interest rate risk

Sonaecom's total debt is indexed to variable rates, exposing the total cost of debt to a high risk of volatility. The impact of this volatility in the Company results or in its shareholders´ funds is mitigated by the effect of the following factors (i) relatively low level of financial leverage; (ii) possibility to use derivative instruments that hedge the interest rate risk, as mentioned below; (iii) possible correlation between the level of market interest rates and economic growth having the later a positive effect in other lines of the Company's results (particularly operational), and in this way partially offsetting the increase of financial costs ("natural hedge"); and (iv) the existence of stand alone or consolidated liquidity which is also bearing interest at a variable rate.

The Company only uses derivatives or similar transactions to hedge interest rate risks considered significant. Three main principles are followed in all instruments selected and used to hedge interest rate risk:

  • For each derivative or instrument used to hedge a specific loan, the interest payment dates on the loans subject to hedging must equalize the settlement dates defined under the hedging instrument;
  • Perfect match between the base rates: the base rate used in the derivative or hedging instrument should be the same as that of the facility / transaction which is being hedged;
  • As from the start of the transaction, the maximum cost of the debt, resulting from the hedging operation is known and limited, even in scenarios of extreme changes in market interest rates, so that the resulting rates are within the cost of the funds considered in the Company's business plan.

As all Sonaecom's borrowings (Note 12) are at variable rates, interest rate swaps and other derivatives are used to hedge future changes in cash flow relating to interest payments. Interest rate swaps have the financial effect of converting the respective borrowings from floating rates to fixed rates. Under the interest rate swaps, the Company agrees with third parties (banks) to exchange, in pre-determined periods, the difference between the amount of interest calculated at the fixed contract rate and the floating rate at the time of re-fixing, by reference to the respective agreed notional amounts.

The counterparties of the derivative hedging instruments are limited to highly rated financial institutions, being the Company's policy, when contracting such instruments, to give preference to financial institutions that form part of its financing transactions. In order to select the counterparty for occasional operations, Sonaecom requests proposals and indicative prices form a representative number of banks in order to ensure adequate competitiveness of these operations.

In determining the fair value of hedging operations, the Company uses certain methods, such as option valuation and discounted future cash flow models, using assumptions based on market interest rates prevailing at the balance sheet date. Comparative financial institution quotes for the specific or similar instruments are used as a benchmark for the valuation.

The fair value of the derivatives contracted, that are considered as fair value hedges or the ones that are considered not sufficiently effective for cash flow hedge (in accordance with the provisions established in IAS 39), are recognised under borrowings captions and changes in the fair value of such derivatives are recognised directly in the profit and loss statement for the period. The fair value of derivatives of cash flow hedge, that are considered effective according to IAS 39, are recognised under borrowing captions and changes in the fair value are recognised in equity.

Sonaecom Board of Directors approves the terms and conditions of the financing with significant impact in the Company, based on the analysis of the debt structure, the risks and the different options in the market,

particularly as to the type of interest rate (fixed /variable). Under the policy defined above, the Executive Committee is responsible for the decision on the occasional interest rate hedging contracts, through the monitoring of the conditions and alternatives existing in the market.

c. Liquidity risk

The existence of liquidity in the Company requires the definition of some policies for an efficient and secure management of the liquidity, allowing to maximize the profitability and to minimize the opportunity costs related with that liquidity.

The liquidity risk management has a threefold objective: (i) Liquidity, i.e., to ensure the permanent access in the most efficient way to obtain sufficient funds to settle current payments in the respective dates of maturity as well as any eventual not forecasted requests for funds, in the deadlines set for this; (ii) Safety, i.e, to minimize the probability of default in any reimbursement of application of funds; and (iii) Financial Efficiency, i.e., to ensure that the Company maximize the value / minimize the opportunity cost of holding excess liquidity in the short term.

The main underlying policies correspond to the variety of instruments allowed, the maximum acceptable level of risk, the maximum amount of exposure by counterparty and the maximum periods for investments.

The existing liquidity in the Company should be applied to the alternatives and by the order described below:

  • i. Amortization of short term debt after comparing the opportunity cost of amortization and the opportunity cost related to alternative investments;
  • ii. Consolidated management of liquidity the existing liquidity in Group companies, should mainly be applied in Group companies, to reduced the use of bank debt at a consolidated level;
  • iii. Applications in the market.

The applications in the market are limited to eligible counterparties, with ratings previously established by the Board and limited to certain maximum amounts by counterparty.

The definition of maximum amounts intends to assure that the application of liquidity in excess is made in a prudent way and taking into consideration the best practices in terms of bank relationships.

The maturity of applications should equalize the forecasted payments (or the applications should be easily convertible, in case of asset investments, to allow urgent and not estimated payments), considering a threshold for eventual deviations on the estimates. The threshold depends on the accuracy level of treasury estimates and would be determined by the business. The accuracy of the estimates is an important variable to quantify the amounts and the maturity of the applications in the market.

The maturity analysis for the loans obtained is presented in the Note 12, considering undiscounted amounts and the worst case scenario, i.e., the short period in which the liability is due.

d. Credit Risk

The Company's exposure to credit risk is mainly associated with the accounts receivable related to current operational activities. The credit risk associated to financial operations is mitigated by the fact that the Company only negotiates with entities with high credit quality.

The management of this risk seeks to guarantee that the amounts owing are effectively collected within the periods negotiated without affecting the financial health of the Company.

The amounts included in the financial statements related to other current debtors, net from impairment losses, represent the maximum exposure of the Company to credit risk.

2. Tangible Assets

In the semesters ended at 30 June 2008 and 2007, the movement in Tangible assets and in the corresponding accumulated depreciation and impairment losses, was as follows:

2008
Buildings and
other
constructions
Plant and
machinery
Tools Fixtures and
fittings
Other tangible
assets
Total
GROSS ASSETS:
Balance at 31.12.2007 321,863 25,444 171 211,689 103 559,270
Additions 24,638 2,827 - 7,472 - 34,937
Disposals - - - - - -
Transfers and writte-offs - - - - - -
Balance at 30.06.2008 346,501 28,271 171 219,161 103 594,207
ACCUMULATED DEPRECIATION
AND IMPAIRMENT LOSSES:
Balance at 31.12.2007 227,887 2,330 7 147,473 11 377,708
Depreciation for the semester 16,194 2,726 43 16,163 54 35,180
Disposals - - - - - -
Balance at 30.06.2008 244,081 5,056 50 163,636 65 412,888
Net value 102,420 23,215 121 55,525 38 181,319
2007
Buildings and
other
constructions
Plant and
machinery
Tools Fixtures and
fittings
Other tangible
assets
Total
GROSS ASSETS:
Balance at 31.12.2006 313,312 4,365 - 157,283 - 474,960
Additions 8,388 - - 26,996 2 35,386
Disposals - - - (2,372) - (2,372)
Transfers and writte-offs - - - - (2) (2)
Balance at 30.06.2007 321,700 4,365 - 181,907 - 507,972
ACCUMULATED DEPRECIATION
AND IMPAIRMENT LOSSES:
Balance at 31.12.2006 196,720 1,098 - 136,111 - 333,929
Depreciation for the semester 15,405 436 - 7,090 - 22,931
Disposals - - - (2,372) - (2,372)
Transfers and writte-offs - - - - - -
Balance at 30.06.2007 212,125 1,534 - 140,829 - 354,488
Net value 109,575 2,831 - 41,078 - 153,484

3. Intangible Assets

In the semesters ended at 30 June 2008 and 2007, the movement in Intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:

2008
Brands and
patents and Intangible assets
other rights Software in progress Total
GROSS ASSETS:
Balance at 31.12.2007 6,509 168,027 13,917 188,453
Additions 140 - - 140
Balance at 30.06.2008 6,649 168,027 13,917 188,593
ACCUMULATED DEPRECIATION
AND IMPAIRMENT LOSSES:
Balance at 31.12.2007 4,844 112,488 - 117,332
Depreciation for the semester 396 11,302 - 11,698
Balance at 30.06.2008 5,240 123,790 - 129,030
Net value 1,409 44,237 13,917 59,563
2007
Brands and
patents and Intangible assets
other rights Software in progress Total
GROSS ASSETS:
Balance at 31.12.2006 4,982 167,051 13,917 185,950
Additions 317 - - 317
Balance at 30.06.2007 5,299 167,051 13,917 186,267
ACCUMULATED DEPRECIATION
AND IMPAIRMENT LOSSES:
Balance at 31.12.2006 4,203 88,936 - 93,139
Depreciation for the semester 307 11,726 - 12,033
Balance at 30.06.2007 4,510 100,662 - 105,172
Net value 789 66,389 13,917 81,095

The intangible assets in progress were mainly composed by software development.

4. Breakdown of Financial Instruments

At 30 June 2008 and 2007, the breakdown of financial instruments was as follows:

2008
Investments
recorded at fair
value through
profit and loss
Loans and
receivables
Investments held
to maturity
Investments
available for sale
Subtotal Others not
covered by
IFRS 7
Total
Non current Assets:
Other non current assets - 561,911,005 - - 561,911,005 - 561,911,005
- 561,911,005 - - 561,911,005 - 561,911,005
Current Assets:
Other current debtors - 6,234,370 - - 6,234,370 1,394,493 7,628,863
Cash and cash equivalents - 58,659,323 - - 58,659,323 - 58,659,323
- 64,893,693 - - 64,893,693 1,394,493 66,288,186
2007
Investments
recorded at fair
value through
profit and loss
Loans and
receivables
Investments held
to maturity
Investments
available for sale
Subtotal Others not
covered by
IFRS 7
Total
Non current Assets:
Other non current assets
- 488,106,626 - - 488,106,626 - 488,106,626
- 488,106,626 - - 488,106,626 - 488,106,626
Current Assets:
Other current debtors - 4,152,374 - - 4,152,374 2,986,722 7,139,096
Investments recorded at fair value
through profit and loss 405,684 - - - 405,684 - 405,684
Cash and cash equivalents -
405,684
75,349,624
79,501,998
-
-
-
-
75,349,624
79,907,682
-
2,986,722
75,349,624
82,894,404
2008
Liabilities
recorded at fair
value through
profit and loss
Derivatives Liabilities
recorded at
amortized cost
Other financial
liabilities
Subtotal Others not
covered by
IFRS 7
Total
Non current liabailities:
Medium and long-term loans - net of
short-term portion
- (1,168,584) 356,255,107 - 355,086,523 - 355,086,523
- (1,168,584) 356,255,107 - 355,086,523 - 355,086,523
Current Liabilities:
Short-term loans and other loans - - 14,465,000 - 14,465,000 - 14,465,000
Other creditors -
-
-
-
-
14,465,000
1,022,081
1,022,081
1,022,081
15,487,081
348,492
348,492
1,370,573
15,835,573
2007
Liabilities
recorded at fair
value through
profit and loss
Derivatives Liabilities
recorded at
amortized cost
Other financial
liabilities
Subtotal Others not
covered by
IFRS 7
Total
Non current liabailities:
Medium and long-term loans - net of
short-term portion - - 147,082,979 - 147,082,979 - 147,082,979
- - 147,082,979 - 147,082,979 - 147,082,979
Current Liabilities:
Short-term loans and other loans
Other creditors
-
-
-
-
88,319,012
-
-
1,275,817
88,319,012
1,275,817
-
156,851
88,319,012
1,432,669

Considering the nature of the balances, the amounts to be paid and received to/from 'State and other public entities' were considered outside the scope of IFRS 7. Also, the captions of 'Other current assets' and 'Other current liabilities' were not included in this note, as the nature of such amounts are not within the scope of IFRS 7.

5. Investments in Group Companies

At 30 June 2008 and 2007, this caption included the following investments in Group companies:

Company 2008 2007
Sonaecom Serviços de Comunicações, S.A.
("Sonaecom SC", ex Novis Telecom, S.A.)
749,628,393 141,872,488
Sonae Telecom, S.G.P.S., S.A. ("Sonae Telecom") 105,799,987 105,799,987
Sonaetelecom BV 44,209,902 4,209,902
Sonae.com – Sistemas de Informação, S.G.P.S., S.A.("Sonae.com SI") 26,641,587 26,641,587
Telemilénio, Telecomunicações, Sociedade Unipessoal, Lda.
("Tele 2")
13,076,489 -
Miauger – Organização e Gestão de Leilões Electrónicos, S.A. ("Miauger") 4,568,100 4,568,100
Sonaecom BV 100,000 100,000
Be Artis – Concepção, Construção e Gestão de Redes de Comunicações,
S.A. ("Be Artis")
50,000 -
Optimus Telecomunicações S.A. ("Optimus") - 551,255,906
Sonae Matrix Multimédia, S.G.P.S., S.A ("Sonae Matrix") - 40,782,208
944,074,458 875,230,178
Impairment losses (Note 13) (45,977,902) (51,039,606)
Total investments in Group companies 898,096,556 824,190,572

The movements occurred in investments in Group companies, during the semesters ended at 30 June 2008 and 2007 were as follows:

SONAECOM CONSOLIDATED MANAGEMENT REPORT/ 1H2008

Balance at Transfers and writte Balance at
Company 31-12-2007 Additions Disposals offs 30-06-2008
Sonaecom SC 749,628,393 - - - 749,628,393
Sonae Telecom 105,799,987 - - - 105,799,987
Sonaetelecom BV 44,209,902 - - - 44,209,902
Sonae.com SI 26,641,587 - - - 26,641,587
Miauger 4,568,100 - - - 4,568,100
Tele 2 178,409 (868,135) - 13,766,215 13,076,489
Sonaecom BV 100,000 - - - 100,000
Be Artis 50,000 - - - 50,000
931,176,378 (868,135) - 13,766,215 944,074,458
Impairment losses (10,448,903) - - (35,528,999) (45,977,902)
920,727,475 (868,135) - (21,762,784) 898,096,556
Balance at Transfers and writte Balance at
Company 31-12-2006 Additions Disposals offs 30-06-2007
Sonaecom SC 141,872,488 - - - 141,872,488
Optimus 551,255,906 - - - 551,255,906
Sonae Telecom 105,799,987 - - - 105,799,987
Sonaetelecom BV 4,209,902 - - - 4,209,902
Sonae Matrix 40,782,208 - - - 40,782,208
Sonae.com SI 26,641,587 - - - 26,641,587
Miauger 4,568,100 - - - 4,568,100
Sonaecom BV 100,000 - - - 100,000
875,230,178 - - - 875,230,178
Impairment losses (22,573,509) - - (28,466,097) (51,039,606)
852,656,669 - - (28,466,097) 824,190,572

On 2 November 2007, Optimus Telecomunicações, S.A. merged by incorporation into Novis Telecom, S.A.. After merger, Novis changed its corporate name to Sonaecom - Serviços de Comunicações, S.A..

The amount of Euro 13,766,215 in the heading 'Transfers and write-offs' relates to the transfer of 'Supplementary capital' to cover accumulated losses in Tele2. The amount of Euro 868,135 in the heading 'Additions' is due to a correction to the acquisition price of Tele2, which occurred during the first semester of 2008.

During the semester ended at 30 June 2008, the amount of Euro 35,528,999 in Tranfers correspond to a reclassification to the heading 'Impairment losses in investments in group companies' from the heading 'Impairment losses in other non current assets' (Notes 6 and 13).

The Company presents separate consolidated financial statements at 30 June 2008, in accordance with International Financial Reporting Standards (IAS/IFRS) as adopted by the European Union, which presents total consolidated assets of Euro 1,795,509,052, total consolidated liabilities of Euro 873,894,514, consolidated operational revenues of Euro 479,913,633 and consolidated Shareholders' funds of Euro 921,614,538 including a consolidated net loss (attributable to the shareholders of the parent company – Sonaecom, S.G.P.S., S.A.) of Euro 12,227,592.

At 30 June 2008 and 2007, the main financial information regarding the owned subsidiaries is as follows (values in accordance with IAS/IFRS):

2008 2007
Shareholders' Shareholders'
Company Head Office % holding funds Net profit/(loss) % holding funds Net profit/(loss)
Sonaecom SC (ex Novis
Telecom, S.A.) Maia 53.54% 477,068,175 (13,041,294) 58.33% 12,066,911 (10,622,041)
Optimus Maia - - - 50.94% 398,174,740 7,755,211
Sonae Telecom Maia 100% 175,000,345 15,171,561 100% 217,212,299 4,424,887
Sonae Matrix Maia - - - 100% 90,312,394 (56,203)
Sonaecom SI Maia 100% 46,808,168 12,082 100% 44,009,227 10,364,289
Miauger Maia 100% 900,258 451,478 100% 333,815 119,984
Sonaetelecom BV Amesterdam 100% 2,601,897 (966,105) 100% 5,669,335 (1,710,126)
Tele 2 Lisbon 100% (1,325,371) 775,779 - - -
Sonaecom BV Amesterdam 100% (11,677,282) 254,677 100% (9,131,472) (669,024)
Be Artis (ex Optimus Artis) Maia 100% 1,777,158 1,747,328 - - -

At 30 June 2008, Sonaecom owned, indirectly, through Sonae Telecom S.G.P.S., S.A. and Sonaecom BV, an additional shareholding of 37.94% and 8.52% in Sonaecom - Serviços de Comunicações, respectively.

6. Other non current assets

At 30 June 2008 and 2007 this caption was made up as follows:

2008 2007
FINANCIAL ASSETS:
Medium and long-term loans granted to Group companies:
Sonaecom SC (ex Novis) 228,795,000 82,040,000
Be Artis 135,860,000 -
Sonaecom BV 116,127,000 120,660,000
Sonaetelecom BV 35,725,000 46,390,000
Tele 2 961,782 50,000
Sonae.com SI 390,000 150,000
517,858,782 249,290,000
Supplementary capital:
Sonae.com SI 33,574,188 33,574,188
Sonae Telecom SGPS 15,788,458 107,414,467
Be Artis 4,325,000 -
Sonae Matrix - 70,327,971
Sonaecom SC (ex Novis) - 27,500,000
53,687,646 238,816,626
Accumulated impairment losses (Note 13) (9,635,423) -
561,911,005 488,106,626

During the semesters ended at 30 June 2008 and 2007, the loans granted to Group companies, that are not Supplementary capital, earned interest at market rates, with an average interest rate of 5.175% and 4.796%, respectively. Supplementary capital is non interest bearing.

The increase in Loans granted to Sonaecom SC resulted from the fact that the Company concentrated in itself all the debt of the Group and internal funding movements are used to allocate cash between the subsidiaries.

The movement in the caption 'Accumulated impairment losses' is due to the reinforce performed during the semester in the amount of Euro 4,573,720 (Notes 13 and 15), and due to the transfers from the caption 'Investments in group companies' (Notes 5 and 13).

As the loans granted to group companies, as well, the Supplementary capital do not have a defined maturity, no information about the aging of those loans is presented.

7. Deferred tax assets

The detail of deferred tax assets by nature at 30 June 2008 was as follows:
Year which were
originated
Tax losses Adjustments to
IAS/IFRS
Provisions not
acceptable for tax
purposes
Total Deferred tax
assets
2001 - - 3,463,000 3,463,000 917,695
2002 23,608,725 - 11,431,819 35,040,544 8,931,613
2003 - - 31,154,781 31,154,781 8,256,017
2004 - - 9,662,981 9,662,981 2,560,690
2005 2,176,736 - (3,033,899) (857,163) (259,799)
2006 24,341,554 (257,438) (149,858) 23,934,258 5,977,455
2007 54,563,604 81,031 (537,036) 54,107,599 13,520,060
2008 - 43,500 4,573,720 4,617,220 1,223,564
104,690,619 (132,907) 56,565,508 161,123,220 41,127,295

Following a conservative approach and because its recovery is uncertain, the Company did not recognise the deferred tax assets related to the tax losses carried forward, as well as the deferred tax assets related to temporary differences in the total amount of Euro 41,127,295.

The rate used at 30 June 2008 to calculate the deferred tax assets relating to tax losses carried forward was of 25%. The rate used at 30 June 2008 to calculate deferred tax assets resulting from temporary differences was of 26.5%.

Portuguese Tax Authorities can review the income tax returns of the Company for a period of four years (ten years for Social Security until 31 December 2000 and five years after that date), except when tax losses have been generated, tax benefits have been granted or when any review, claim or impugnation is in course, in which circumstances, the periods are extended or suspended. Consequently, tax returns of each year, since the year 2004 (inclusive) are still subject to such review. The Board of Directors believe that any correction that may arise as a result of such review would not produce a significant impact in the accompanying financial statements.

Supported by the Company's lawyers and Tax consultants, the Board of Directors believes that there are no liabilities not provisioned in the financial statements, associated to probable tax contingencies that should have been registered or disclosed in the accompanying financial statements, at 30 June 2008.

8. Investments recorded at fair value through profit and loss

During the semester ended 30 June 2008 and 2007, the movements in this heading were as follows:

2008 2007
Opening balance - 849,375
Acquisitions during the semester - -
Sales during the semester - (738,634)
Increases/ reductions to fair value (Note 15) - 294,943
- 405,684

At 30 June 2007, 'Investments recorded at fair value through profit and loss' refers to 193,183 shares of Sonae, S.G.P.S., S.A., acquired to fulfil future obligations under the Medium Term Incentive Plans, which were recorded based on the closing share price of Euronext at the balance sheet date.

9. Cash and cash equivalents

At 30 June 2008 and 2007, the detail of cash and cash equivalents was as follows:

2008 2007
Cash 9,227 10,047
Bank deposits repayable on demand 94,096 49,573
Treasury applications 58,556,000 75,290,004
58,659,323 75,349,624

At 30 June 2008 and 2007, the heading 'Treasury applications' had the following breakdown:

2008 2007
Funds placed in Sonae SGPS - 69,420,004
Short term applications:
Sonaecom - Serviços de Comunicações (ex Novis) 41,626,000 -
Wedo 12,125,000 -
Público 2,775,000 5,870,000
Tele 2 1,240,000 -
Banco Espírito Santo 495,000 -
Banco Santander Totta 295,000 -
58,556,000 75,290,004

During the semester ended at 30 June 2008, the above referred treasury applications bearded interests at an average rate of 5.052% (4.285% in 2007).

10. Share Capital

At 30 June 2008 and 2007 the share capital of Sonaecom was comprised by 366,246,868 ordinary registered shares (bearer shares in 2007) of 1 Euro each. At those dates, the shareholder structure was as follows:

2008 2007
Number of Shares % Number of Shares %
Sontel BV 194,423,837 53.09% 183,489,681 50.10%
Shares traded on the Portuguese Stock
Exchange (´Free float´)
70,782,961 19.33% 81,411,344 22.23%
Wirefree Services Belgium, S.A. 70,276,868 19.19% 70,276,868 19.19%
093X (EDP) 29,150,000 7.96% 29,150,000 7.96%
Own shares 1,588,553 0.43% 1,894,326 0.52%
Sonae 23,649 0.01% 23,649 0.01%
Efanor Investimentos, S.G.P.S., S.A 1,000 0.00% 1,000 0.00%
366,246,868 100.00% 366,246,868 100.00%

All shares that comprise the share capital of Sonaecom, are authorised, subscribed and paid. All shares have the same rights and each share correspond to one vote.

11. Own shares

During the semester ended at 30 June 2008, Sonaecom delivered to its employees 925,773 own shares under its Medium Term Incentive Plans.

Additionally, during the semester Sonaecom acquired 620,000 shares (at an average price of Euro 2.22), holding at the end of the semester 1,588,553 own shares, representative of 0.43% of its share capital, with an average price of Euro 3.80.

12. Loans

At 30 June 2008 and 2007, the heading Loans had the following breakdown:

a) Medium and long-term loans net of short-term portion

Type of Amount outstanding
Issue denomination Limit Maturity reimbursement 2008 2007
"Obrigações Sonaecom SGPS 2005" 150,000,000 Jun-13 Final 150,000,000 150,000,000
Costs associated with setting-up the
financing
- - - (2,661,755) (3,132,146)
Interests incurred but not yet due - - - 200,067 215,125
Fair value of swaps - - - (542,778) -
146,995,534 147,082,979
Commercial paper 250,000,000 Jul-12 - 207,500,000 -
Costs associated with setting-up the
financing
- - - (448,392) -
Interests incurred but not yet due - - - 1,665,187 -
Fair value of swaps - - - (625,806) -
208,090,989 -
355,086,523 147,082,979

In July 2007, Sonaecom contracted a Commercial Papper Program Issuance with a maximum amount of Euro 250 million with subscription grant and maturity of five years, organized by Banco Santander de Negócios Portugal and by Caixa – Banco de Investimento.

The placing underwriting consortium is composed by the following institutions: Banco Santander Totta, Caixa Geral de Depósitos, Banco BPI, Banco Bilbao Vizcaya Argentina (Portugal), Banco Comercial Português and BNP Paribas (in Portugal).

In September 2007, the subsidiary Optimus – Telecomunicações, S.A., reimbursed its financing from European Investment Bank (BEI), in an amount of Euro 324 million.

With this refinancing, the group was able to, under the current favorable market conditions, increase the weighted average maturity, extinguish some of the contractual, financial and operational restrictions imposed by the previous Optimus contract and obtain higher efficiency in terms of the consolidated liquidity management.

These loans bear interest at market rates, indexed to the Euribor for the respective term, and were all contracted in Euros. Consequently, it is estimated that the fair value of those loans does not differ significantly from their market value.

The spread on the medium and long term loans is established between 22.5 and 87.5 basis points.

All the loans above are unsecured and the fulfillment of the obligations under these loans is exclusively guaranteed by the underlying activities and the companies respective cash flows.

At 30 June 2008 and 2007, the repayment schedule of medium and long term loans and of interests, for both bonds and commercial paper was as follows:

2008
N+1 N+2 N+3 N+4 N+5 After N+5
Bond Loan
Reimbursements - - - - 150,000,000 -
Interests 9,153,050 9,153,050 9,153,050 9,178,058 8,902,967 -
Commercial paper
Reimbursements - - 57,500,000 - 150,000,000 -
Interests 9,781,390 9,781,390 8,669,902 7,149,334 605,545 -
18,934,440 18,934,440 75,322,952 16,327,392 309,508,512 -
2007
N+1 N+2 N+3 N+4 N+5 After N+5
Bond Loan
Reimbursements - - - - - 150,000,000
Interests 7,765,718 7,744,500 7,744,500 7,744,500 7,765,718 7,553,540
7,765,718 7,744,500 7,744,500 7,744,500 7,765,718 157,553,540

Although the maturity of commercial paper issuance is six months, the counterparties assumed the placement and the maintenance of those limits for a period of five years.

At 30 June 2008 and 2007, the available credit lines of the Company are as follows:

2008
Maturity
Company Credit Limit Amount
outstanding
Amount
available
Until 12
months
More
than 12
months
Sonaecom Commercial paper 250,000,000 207,500,000 42,500,000 x
Sonaecom Commercial paper 70,000,000 - 70,000,000 x
Sonaecom Overdraft facilities 15,000,000 - 15,000,000 x
Sonaecom Bond loan 150,000,000 150,000,000 - x
485,000,000 357,500,000 127,500,000

2007

Maturity
Company Credit Limit Amount
outstanding
Amount
available
Until 12
months
More
than 12
months
Sonaecom Bond loan 150,000,000 150,000,000 - x
Sonaecom Commercial paper 70,000,000 - 70,000,000 x
Sonaecom Overdraft facilities 20,000,000 - 20,000,000 x
240,000,000 150,000,000 90,000,000

The following interest rate hedging instruments were outstanding at 30 June 2008 and 2007:

Company Hedged loan Notional amount Maturity date Base rate Fixed rate
contracted
Fair value of the
derivative
instruments
Sonaecom Commercial paper 110,000,000 Mar-09 Euribor 6m 4.365% (625,806)
Sonaecom Bond loan 75,000,000 Jun-09 Euribor 6m 4.565% (542,778)
(1,168,584)

In September 2007, Sonaecom contracted a interest rate swap, with a notional amount of Euro 110 million, for a period of 18 months re-fixed every semester, to hedge the risk associated to the interest rate of one plot of the commercial paper issued in 13 September 2007, for the same amount and the same period. This plot will be renewed for the same amount and for the same period, at least, until 13 March 2009, which means, until the maturity date of this new interest rate swap.

In December 2007 Sonaecom contracted a interest rate swap, with a notional amount of Euro 75 million, for a period of 18 months re-fixed every semester, to hedge 50% of the risk associated to the interest rate

of the bond loan issued in June 2005, for the amount of Euro 150 million and for the period of eight years with re-fixations every semester. The payments of interest on the bond loan and on the swap are made simultaneously, by its net amount.

During the semester ended at 30 June 2008, the movements occurred in the fair value of the swaps related to the Commercial Paper Programme, in the amount of Euro 156,702 and the bonds loans, in the amount of Euro 598,972, were recorded in reserves, as the hedging is effective, in accordance with IAS 39.

Through the execution of these derivative financial instruments, at 30 June 2008, approximately 52% of gross debt is, in an indirect way, subject to fixed interest rates. The remaining 48% of gross debt is exposed to changes in the interest rates.

b. Short-term loans and other loans

The caption 'Short-term loans and other loans', at 30 June 2008 and 2007, include an amount of Euro 14,465,000 and Euro 88,319,012, respectively, related to Treasury applications received from subsidiaries and was composed as follows:

2008 2007
Be Towering - Gestão de Torres de Telecomunicações, S.A. ("Be
Towering") 6,250,000 11,155,000
Digitmarket - Sistemas de Informação, S.A. ("Digitmarket") 2,660,000 1,490,000
Sonae.com SI 2,620,000 -
Mainroad - Serviços em Tecnologias de Informação, S.A. ("Mainroad") 1,940,000 -
Miauger 615,000 370,000
Sonae Telecom 380,000 4,424,012
Optimus - 61,860,000
WeDo - 9,020,000
14,465,000 88,319,012

The Treasury applications received from Group companies are payable in less than three months and earn interests at market rates. During the semester ended at 30 June 2008, the Treasury applications earned an average interest rate of 4.226% (3.825% at 2007).

13. Provisions and accumulated impairment losses

The movements in provisions and in accumulated impairment losses in the semesters ended at 30 June 2008 and 2007 were as follows:

2008
Heading Opening balance Increases Transfers Utilisations Decreases Closing balance
Accumulated impairment losses on
accounts receivables
806 153 - - - 959
Accumulated impairment losses on
investments in Group companies
(Note 5)
10,448,903 - 35,529,000 - - 45,977,903
Accumulated impairment losses on
other non current assets (Notes 6
and 15)
40,590,703 4,573,720 (35,529,000) - - 9,635,423
Provisions for other liabilities and
charges
23,706 2,500 - - - 26,206
51,064,118 4,576,373 - - - 55,640,491

The increases in provisions and impairment losses are recorded against the caption 'Provisions and impairment losses' in the profit and loss statement with the exception of the impairment losses in other current assets, which, due to their nature, are recorded as a financial expense in the caption 'Gains and losses on group companies'.

SONAECOM CONSOLIDATED MANAGEMENT REPORT/ 1H2008

2007
Heading Opening balance Increases Transfers Utilisations Decreases Closing balance
Accumulated impairment losses on
accounts receivables
806 - - - - 806
Accumulated impairment losses on
investments in Group companies
(Note 5)
22,573,509 - 28,466,097 - - 51,039,606
Accumulated impairment losses on
other non current assets (Notes 6
and 15)
28,466,097 - (28,466,097) - - -
Provisions for other liabilities and
charges
31,979 - - - (8,273) 23,706
51,072,391 - - - (8,273) 51,064,118

14. External supplies and services

At 30 June 2008 and 2007 this caption was made up as follows:

2008 2007
Specialized works 843,943 1,730,809
Travelling costs 207,911 171,554
Rents 161,952 185,290
Fees 148,689 243,394
Other external supplies and services 199,736 525,816
1,562,232 2,856,864

15. Financial results

Net financial results for the semesters ended at 30 June 2008 and 2007 are made up as follows:

2008 2007
Gains and losses on investments in Group companies
Losses related to Group companies (Notes 5 and 13)
Gains related to Group companies
(4,573,720)
21,414,813
16,841,093
-
4,592,872
4,592,872
Other financial expenses:
Interest expenses
Bank loans
Other loans
Overdrafts and others
(4,616,665)
(4,651,625)
(38,236)
(9,306,525)
(3,594,800)
(1,453,647)
(34,460)
(5,082,907)
Foreign currency exchange losses - (13)
Other financial expenses
Charges of setting-up the financing
Others
-
(12,388)
(12,388)
(9,318,913)
(241,157)
(84,365)
(325,522)
(5,408,442)
Other financial income:
Interest income
Foreign currency exchange gains
Fair value adjustments of investments recorded at fair value through profit
and loss (Note 8)
14,264,720
531
-
14,265,251
7,578,540
4,961
294,943
7,878,444

The caption 'Gains related to Group companies' relates to the dividends received from Sonaecom – Serviços de Comunicações, S.A.. At 30 June 2007 this caption was comprised by dividends received from Optimus.

16. Related parties

The most significant balances and transactions with related parties (which are detailed in the appendix) at 30 June 2008 and 2007 were as follows:

Balances at 30 June 2008
Accounts
receivable
Accounts
payable
Treasury
applications
Other assets/
(liabilities)
Loans granted/
(obtained)
Sonaecom Serviços de 3,812,008 146,489 41,626,000 3,452,613 228,795,000
Comunicações (ex Novis)
Sonaecom BV 1,572,417 80,000 - 402,092 116,127,000
Artis 706,063 488 - 524,306 135,860,000
Sonaetelecom BV 474,017 - - 161,939 35,725,000
MCH SGPS 88,219 4,838 - - -
Público 16,186 363 2,775,000 36,348 -
Tele 2 15,215 - 1,240,000 4,379 961,782
Wedo 11,263 - 12,125,000 405,180 -
Sonae.com SI 9,861 4,766 - (61,343) (2,230,000)
Others 65,680 228,195 - (195,891) (11,845,000)
6,770,929 465,139 57,766,000 4,729,623 503,393,782

Balances at 30 June 2007

Accounts
receivable
Accounts
payable
Treasury
applications
Other assets/
(liabilities)
Loans granted/
(obtained)
Sonaecom BV 1,490,064 80,000 - 506,169 120,660,000
Novis 1,170,528 1,536 - 209,508 81,902,500
Sonaetelecom BV 746,917 - - 194,607 46,390,000
Optimus 598,228 161,628 - (1,321,428) (61,860,000)
Público 37,354 363 5,870,000 62,499 -
Sonae - - 69,420,004 136,975 -
Others 28,816 8,288 - (615,699) (26,259,012)
4,071,907 251,816 75,290,004 (827,370) 160,833,488
Transactions at 30 June 2008
Sales and
services
rendered
External
supplies and
services
Interest and
similar income/
(expense)
Supplementary
income
Sonaecom Serviços de 3,402,460 680,720 7,990,544 5,983
Comunicações (ex Novis)
Público 82,220 2,121 66,853 635
Wedo 55,850 - 295,197 900
Be Artis - 684 1,362,688 (413)
Sonaecom BV - - 3,150,633 -
Star-Viagens e Turismo - 165,804 - -
Sonaetelecom BV - - 904,315 -
Others 29,820 9,634 (285,291) 13,543
3,570,351 858,963 13,484,939 20,648

Transactions at 30 June 2007

Sales and
services
rendered
External
supplies and
services
Interest and
similar income/
(expense)
Supplementary
income
Optimus 2,125,000 430,881 (1,191,959) 112,935
Novis 750,000 (27,065) 1,837,016 27,337
Público 82,500 41,359 86,566 5,838
Wedo 40,000 (2,018) (153,620) 4,615
Sonae - 1,400 1,298,084 -
Sonaecom BV - - 2,855,422 -
Sonaetelecom BV - - 1,471,513 -
Others 18,904 (6,932) (79,982) 9,910
3,016,404 437,625 6,123,040 160,633

17. Guarantees provided to third parties

Guarantees provided to third parties at 30 June 2008 and 2007 were as follows:

Beneficiary Description 2008 2007
BBVA – Portugal, ING Belgium Portugal
and Millennium BCP
Commercial paper 320,000,000 70,000,000
Direcção de Contribuições e
Impostos (Portuguese tax authorities)
VAT Reimbursements 2,096,589
325,499,720 72,096,589

18. Earnings per share

Earnings per share, basic and diluted, are calculated by dividing the net income of the semester (Euro 21,336,009 in 2008 and Euro 4,824,800 in 2007) by the average number of shares outstanding during the semesters ended at 30 June 2008 and 2007, net of own shares (Euro 364,658,315 in 2008 and Euro 364,983,984 in 2007).

19. Medium Term Incentive Plans

In June 2000, the Company created a discretionary Medium Term Incentive Plans for more senior employees, based on Sonaecom options and shares and Sonae S.G.P.S., S.A. shares. The vesting occurs three years after the award of each plan, assuming that the employees are still employed in the Company. In some annual plans, beneficiaries can chose between options or shares. Options are valued using the Black Scholes options pricing Model.

The Sonaecom plans outstanding at 30 June 2008 can be summarized as follows:

Vesting period Exercise period 30-Jun-08
Share price at
award date *
Award date Vesting date From To Aggregate
number of
participants
Number of
options/ shares
Sonaecom shares
2005 Plan 4.093 10-Mar-06 09-Mar-09 - - 20 86,440
2006 Plan 4.697 09-Mar-07 08-Mar-10 - - 20 116,911
2007 Plan 2.447 10-Mar-08 09-Mar-11 - - 20 261,501
Sonae SGPS shares
2005 Plan 1.34 10-Mar-06 09-Mar-09 - - 4 93,747
2006 Plan 1.68 09-Mar-07 08-Mar-10 - - 4 118,675
2007 Plan 1.16 10-Mar-08 09-Mar-11 - - 5 222,219

* Average share price in the month prior to the award date for Sonaecom shares and the lower of the average share price for the month prior to the Annual General Meeting and the share price on the day after the Annual General Meeting for Sonae SGPS shares. However, for the 2006 Plans the share price was: Sonaecom shares - the average share price between 3rd March and 5th April 2007; Sonae SGPS shares - The average share price between 13rd February and 26th March 2007. This exception was due to the timing of the end of the Portugal Telecom bid and was approved by the Board Nomination and Remuneration Committee.

During the semesters ended at 30 June 2008, the movements occurred in the plans can be summarised as follows:

Sonaecom shares Sonae SGPS shares
Aggregate
number of
participants
Number of
shares
Aggregate
number of
participants
Number of
shares
Outstanding at 31.12.2007
Exercisable - - - -
Unvested 59 313,162 12 313,462
Total 59 313,162 12 313,462
Movements in the semester
Awarded 20 261,501 5 216,103
Vested (18) (105,455) (4) (151,936)
Advance vested - - - -
Exercisable - - - -
Exercised - - - -
Cancelled/Elapsed* (1) (4,356) - 57,012
Outstanding at 30.06.2008
Exercisable - - - -
Unvested 60 464,852 13 434,641
Total 60 464,852 13 434,641

* The adjustments are made for dividends paid and for share capital changes.

For Sonaecom's share plans, the total responsibility, calculated taking in consideration «the share price at balance sheet date, is Euro 368,135 and was recorded under the headings of 'Other current liabilities' and 'Other non current liabilities'. For the Sonae SGPS share plan the Group entered into hedging contracts with external entities, and the liabilities are calculated based on the prices agreed on those contracts and recorded under the headings of 'Other current liabilities' and 'Other non current liabilities', by an amount of Euro 229,766.

Share Plan costs are recognised in the accounts over the period between the award and the vesting date of those plans. The costs recognised in previous years and in the semester ended at 30 June 2008, were as follows:

Amount
Costs recognised in previous years 3,179,083
Costs recognised in the period 267,936
Costs of plans vested on previous years (2,239,310)
Costs of plans vested in the year (669,808)
537,901
Recorded in Other current liabilities 271,776
Recorded in Other non current liabilities 266,125

During the semester ended at 30 June 2008, the Board of Directors of Sonaecom decided to convert the settlement of its Medium Term Incentive Plans from settlement in shares to settlement in cash, as this option is provided in such plans.

20. Others matters

In the Arbitration Court proceeding imposed to resolve the conflict between Maxistar and the other shareholders of Sonaecom – Serviços de Comunicações, S.A. (at the time Optimus) - for breach of a clause of the Shareholders' Agreement, Maxistar was condemned to pay an indemnity of Euro 2,344,350 plus legal interest calculated until the date of payment or, alternatively, to subject itself to a purchase option over its participation in Sonaecom – Serviços de Comunicações, S.A. at 70% of its actual value. Maxistar has appealed against the decision of the Arbitration Court but that appeal was already been rejected in the lower courts. In consequence of this rejection, Maxistar appealed to the 'Tribunal da Relação de Lisboa' (Lisbon Court of Appeal).

As a way to execute the amounts due to be paid by Maxistar, and after having informed Maxistar of their preference for the payment in cash, some shareholders have proposed an execution action. Before the

decision of the Arbitration Court, Maxistar paid those shareholders, as a way of avoiding the execution, a total amount of Euro 4,068,048 (capital plus interest), of which Euro 2,183,899 were paid to Sonaecom.

The 'Tribunal da Relação de Lisboa' rejected the Maxistar's appeal, confirming the previous decision.

Maxistar appealed to the 'Supremo Tribunal de Justiça' (Supreme Court), which dismissed the appeal, confirming the sentence, that is now pending its final effect.

These financial statements were approved by the Board of Directors on 24 July 2008.

These financial statements are a translation of financial statements originally issued in Portuguese in accordance with International Financial Reporting Standards (IAS/IFRS) and the format and disclosures required by those Standards, some of which may not conform to or be required by generally accepted accounting principles in other countries. In the event of discrepancies, the Portuguese language version prevails.

APPENDIX

At 30 June 2008, the related parties of Sonaecom, S.G.P.S, are as follows:

Key management personnel
Álvaro Carmona e Costa Portela Jean François Pontal
Álvaro Cuervo Garcia Luís Filipe Campos Dias Castro Reis
Ângelo Gabriel Ribeirinho dos Santos Paupério Luís Filipe Palmeira Lampreia
António Bernardo Aranha da Gama Lobo Xavier Maria Cláudia Teixeira de Azevedo
António de Sampaio e Mello Michel Marie Bom
Belmiro de Azevedo Miguel Nuno Santos Almeida
David Hobley Nuno Manuel Moniz Trigoso Jordão
Duarte Paulo Teixeira de Azevedo Nuno Miguel Teixeira Azevedo
Franck Emmanuel Dangeard Paulo Jorge Henriques Pereira
George Christopher Lawrie Pedro Miguel Freitas Ramalho Carlos
Gervais Pellissier
Sonaecom Group Companies
Be Artis - Concepção, Construção e Gestão de Redes Público – Comunicação Social, S.A.
de Comunicações, S.A. Saphety Level – Trusted Services, S.A.
Be Towering – Exploração de Torres de
Telecomunicações, S.A.
Sociedade Independente de Radiodifusão Sonora,
S.A.
Cape AsiaPac PTY Limited Sonae Telecom, S.G.P.S., S.A.
Cape Poland Sp. Z.o.o. Sonae.com - Sistemas de Informação, S.G.P.S.,
Cape Technologies (UK) Limited S.A.
Cape Technologies Americas, Inc Sonaecom - Serviços de Comunicações, S.A.
Cape Technologies Limited Sonaecom BV
Digitmarket – Sistemas de Informação, S.A. Sonaetelecom BV
M3G – Edições Digitais, S.A. Tecnológica Telecomunicações, LTDA.
Mainroad – Serviços em Tecnologias de Informação, Telemilénio Telecomunicações - Sociedade
S.A. Unipessoal, Lda.
Miauger – Organização e Gestão de Leilões Unipress – Centro Gráfico, Lda.
Electrónicos, S.A. Vipu Ace
Net Mall, S.G.P.S., S.A. We Do Consulting – Sistemas de Informação, S.A.
Per-Mar – Sociedade de Construções, S.A.
Praesidium Services Limited We Do Technologies (UK) Limited
Praesidium Technologies Limited Wedo do Brasil Soluções Informáticas, Ltda.
Sonae Group Companies
3DO Holding GmbH Agepan Flooring Products, S.A.RL
3DO Shopping Centre GmbH Agepan Tarket Laminate Park GmbH Co. KG
3shoppings - Holding,SGPS, S.A. Agloma Investimentos, Sgps, S.A.
Aegean Park,S.A. Agloma-Soc.Ind.Madeiras e Aglom.,S.A.
Agepan Eiweiler Management GmbH Águas Furtadas - Imobiliária, S.A.

Airone - Shopping Center, Srl Colombo Towers Holding, BV ALEXA Administration GmbH Contacto Concessões, SGPS, S.A. ALEXA Holding GmbH Contacto-SGPS,S.A. ALEXA Shopping Centre GmbH Contibomba-Comérc.Distr.Combustiveis,S.A. Alexa Site GmbH & Co. KG Contimobe-Imobil.Castelo Paiva,S.A. Algarveshopping- Centro Comercial, S.A. Continente Hipermercados, S.A. Andar - Sociedade Imobiliária, S.A. Contry Club da Maia-Imobiliaria,S.A. Aqualuz - Turismo e Lazer, Lda Cronosaúde - Gestão Hospitalar, S.A. Aquapraia - Investimentos Turísticos,S.A. Cumulativa - Sociedade Imobiliária, S.A. Arrábidashopping- Centro Comercial, S.A. Darbo S.A.S Aserraderos de Cuellar,S.A. Developpement & Partenariat Assurances, S.A. Atlantic Ferries-Tráf.Loc,Flu.e Marít,S.A. Difusão-Sociedade Imobiliária,S.A. Avenida M-40 B.V. Distrifin-Comercio y Prest.Servicios,S.A. Avenida M-40,S.A. DMJB, SGPS, S.A. Azulino Imobiliária, S.A. Dortmund Tower GmbH Bertimóvel - Sociedade Imobiliária, S.A. Dos Mares - Shopping Centre B.V. Best Offer-Prest. Inf. p/Internet,S.A. Dos Mares-Shopping Centre, S.A. Bikini, Portal de Mulheres,S.A. Ecociclo - Energia e Ambiente, S.A. Bloco Q-Sociedade Imobiliária,S.A. Ecociclo II - Energias, S.A. Bloco W-Sociedade Imobiliária,S.A. Edições Book.it, S.A. Boavista Shopping Centre BV Efanor Investimentos, SGPS, S.A. Box Lines Navegação,S.A. Efanor Serviços de Apoio à Gestão, S.A. Campo Limpo, Lda Efanor-Design e Serviços,S.A. Canasta-Empreendimentos Imobiliários,S.A. Efanor-Indústria de Fios,S.A. Carnes do Continente-Ind.Distr.Carnes,S.A. El Rosal Shopping, S.A. CarPlus – Comércio de Automóveis, S.A. Empreend.Imob.Quinta da Azenha,S.A. Casa Agrícola de Ambrães, S.A. Equador & Mendes,Lda Casa Agrícola João e A. Pombo, S.A. Espimaia -Sociedade Imobiliária,S.A. Casa da Ribeira - Hotelaria e Turismo,S.A. Estação Oriente-Gest.de Galerias Com.,S.A. Cascaishopping- Centro Comercial, S.A. Estação Viana- Centro Comercial, S.A. Cascaishopping Holding I, SGPS, S.A. Estêvão Neves-Hipermercados Madeira,S.A. Centro Colombo- Centro Comercial, S.A. Etablissement A. Mathe, S.A. Centro Residencial da Maia,Urban.,S.A. Euro Decorative Boards,Ltd Centro Vasco da Gama-Centro Comercial,S.A. Euromegantic,Lteé Change, SGPS, S.A. Euroresinas-Indústrias Quimicas,S.A. Chão Verde-Soc.Gestora Imobiliária,S.A. Finlog - Aluguer e Comércio de Automóveis, S.A. Choice Car - Comércio de Automóveis, S.A. Fozimo-Sociedade Imobiliária,S.A. Choice Car SGPS, S.A. Fozmassimo - Sociedade Imobiliária, S.A. Cia.de Industrias e Negócios,S.A. Freccia Rossa- Shopping Centre S.r.l. Cinclus Imobiliária,S.A. Friengineering International Ltda Citorres-Sociedade Imobiliária,S.A. Fundo de Invest. Imobiliário Imosede Clérigoshopping- Gestão do C.Comerc.,S.A. Fundo Invest.Imob.Shopp. Parque D.Pedro Coimbrashopping- Centro Comercial, S.A. Gaiashopping I- Centro Comercial, S.A.

Gaiashopping II- Centro Comercial, S.A. Interlog-SGPS,S.A. GHP Gmbh Inventory-Acessórios de Casa,S.A. Gli Orsi - Shopping Centre, Srl Investalentejo, SGPS, S.A. Global S-Hipermercado,Lda Invsaude - Gestão Hospitalar, S.A. Glunz AG Ipaper-Industria Papeis Impregnados,S.A. Glunz Service GmbH ISF - Imobiliário, Serviços e Participaç Glunz UK Holdings Ltd Isoroy SAS Glunz Uka Gmbh KLC Holdings XII SA Golf Time-Golfe e Invest. Turísticos, S.A. La Farga - Shopping Center, SL Guerin – Rent a Car (Dois), Lda. Larissa Develop. Of Shopping Centers, S.A. Guimarãeshopping- Centro Comercial, S.A. Lazam Corretora, Ltda. Hornitex Polska Sp z.o.o Le Terrazze - Shopping Centre S.r.l. Iberian Assets, S.A. Lembo Services Ltd (Euro) IGI-Investimento Imobiliário,S.A. Libra Serviços, Lda. Igimo-Sociedade Imobiliária,S.A. Lidergraf - Artes Gráficas, Lda. Iginha-Sociedade Imobiliária,S.A. Lima Retail Park, S.A. IM Impregnation Management GmbH Loureshopping- Centro Comercial, S.A. Imoareia - Invest. Turísticos, SGPS, S.A. Luso Assistência - Gestão de Acidentes, S.A. Imobiliária da Cacela, S.A. Luz del Tajo - Centro Comercial S.A. Imoclub-Serviços Imobilários,S.A. Luz del Tajo B.V. Imoconti- Soc.Imobiliária,S.A. Madeirashopping- Centro Comercial, S.A. Imodivor - Sociedade Imobiliária, S.A. Maiashopping- Centro Comercial, S.A. Imoestrutura-Soc.Imobiliária,S.A. Maiequipa-Gestão Florestal,S.A. Imoferro-Soc.Imobiliária,S.A. Marcas MC, ZRT Imohotel-Emp.Turist.Imobiliários,S.A. Marimo -Exploração Hoteleira Imobiliária Imomuro-Sociedade Imobiliária,S.A. Marina de Tróia S.A. Imopenínsula - Sociedade Imobiliária, S.A. Marinamagic-Expl.Cent.Lúdicos Marít,Lda Imoplamac Gestão de Imóveis,S.A. Marmagno-Expl.Hoteleira Imob.,S.A. Imoponte-Soc.Imobiliaria,S.A. Martimope - Sociedade Imobiliária, S.A. Imoresort - Sociedade Imobiliária, S.A. Marvero-Expl.Hoteleira Imob.,S.A. Imoresultado-Soc.Imobiliaria,S.A. MC Property Management S.A. Imosedas-Imobiliária e Seviços,S.A. MDS Corretor de Seguros, S.A. Imosistema-Sociedade Imobiliária,S.A. Mediterranean Cosmos Shop. Centre Investments, S.A. Imosonae II Megantic BV Impaper Europe GmbH & Co. KG MJLF-Empreendimentos Imobiliários, S.A. Implantação - Imobiliária, S.A. Modalfa-Comércio e Serviços,S.A. Infofield-Informática,S.A. Modelo - Dist.de Mat. de Construção,S.A. Inparsa - Gestão Galeria Comercial, S.A. Modelo Cont. Seguros-Soc. De Mediação, Lda Inparvi SGPS, S.A. Modelo Continente - Oper.Retalho SGPS,S.A. Insulatroia - Sociedade Imobiliária, S.A. Modelo Continente Hipermercados,S.A. Integrum-Serviços Partilhados,S.A. Modelo Continente, SGPS,S.A. Interclean, S.A. Modelo Hiper Imobiliária,S.A.

SONAECOM CONSOLIDATED MANAGEMENT REPORT/ 1H2008

Plaza Mayor Holding, SGPS, S.A.
Plaza Mayor Parque de Ócio B.V.
Plaza Mayor Parque de Ocio,S.A.
Plaza Mayor Shopping B.V.
Plaza Mayor Shopping, S.A.
Ploiesti Shopping Center (Euro)
Poliface Brasil, Ltda
Poliface North America
Porturbe-Edificios e Urbanizações,S.A.
Praedium II-Imobiliária,S.A.
Praedium III-Serviços Imobiliários,S.A.
Praedium SGPS, S.A.
Predicomercial-Promoção Imobiliária,S.A.
Prédios Privados Imobiliária,S.A.
Predisedas-Predial das Sedas,S.A.
Pridelease Investments, Ltd
Profimetrics - Software Solutions, S.A.
Proj. Sierra Germany 1 - Shop.C. GmbH
Proj. Sierra Germany 4 (four)-Sh.C.GmbH
Proj. Sierra Italy 2 - Dev.of Sh.C. Srl
Proj.Sierra 1 - Shopping Centre GmbH
Proj.Sierra Germany 2 (two)-Sh.C.GmbH
Proj.Sierra Germany 3 (three)-Sh.C.GmbH
Proj.Sierra Hold. Portugal V, SGPS,S.A.
Proj.Sierra Italy 1 -Shop.Centre Srl
Proj.Sierra Italy 2 -Dev. Of Sh.C.Srl
Proj.Sierra Italy 3 - Shop. Centre Srl
Proj.Sierra Portugal I- C.Comerc., S.A.
Proj.Sierra Portugal II-C.Comerc.,S.A.
Proj.Sierra Portugal III-C.Comerc.,S.A.
Proj.Sierra Portugal IV-C.Comerc.,S.A.
Proj.Sierra Portugal V-C.Comercial,S.A.
Proj.Sierra Portugal VI-C.Comercial,S.A.
Proj.Sierra Portugal VII - C. Comerc.,S.A.
Proj.Sierra Portugal VIII - C.Comerc.,S.A.
Project 4, Srl
Project SC 1 BV
Project SC 2 BV
Project Sierra 1 B.V.
Project Sierra 2 B.V.
Project Sierra 3 BV

Project Sierra 4 BV SC-Eng. e promoção imobiliária,SGPS,S.A. Project Sierra 5 BV SCS Beheer,BV Project Sierra 6 BV Selfrio,SGPS,S.A. Project Sierra 7 BV Selfrio-Engenharia do Frio,S.A. Project Sierra Brazil 1 B.V. Selifa-Empreendimentos Imobiliários,S.A. Project Sierra Charagionis 1 S.A. Sempre à Mão - Sociedade Imobiliária,S.A. Project Sierra Germany Shop. Center 1 BV Sempre a Postos - Produtos Alimentares e Project Sierra Germany Shop. Center 2 BV Serra Shopping - Centro Comercial, S.A. Project Sierra Italy 5 Srl Sesagest-Proj.Gestão Imobiliária,S.A. Project Sierra One Srl Sete e Meio - Invest. Consultadoria, S.A. Project Sierra Spain 1 B.V. Sete e Meio Herdades-Inv. Agr. e Tur.,S.A. Project Sierra Spain 2 B.V. Shopping Centre Colombo Holding, BV Project Sierra Spain 2-Centro Comer. S.A. Shopping Centre Parque Principado B.V. Project Sierra Spain 3 B.V. Shopping Penha B.V. Project Sierra Spain 3-Centro Comer. S.A. Siaf-Soc.Iniciat.Aprov.Florestais,S.A. Project Sierra Spain 5 BV Sic Indoor - Gestão de Suportes Publicitários, S.A. Project Sierra Spain 6 B.V. Sierra Asset Management Luxemburg, Sarl Project Sierra Spain 6-Centro Comer. SA Sierra Asset Management-Gest. Activos,S.A. Project Sierra Spain 7 B.V. Sierra Brazil 1 B.V. Project Sierra Spain 7-Centro Comer. SA Sierra Charagionis Develop.Sh. Centre S.A. Project Sierra Srl Sierra Charagionis Propert.Management S.A. Project Sierra Srl Sierra Corporate Services- Ap.Gestão, S.A. Project Sierra Three Srl Sierra Corporate Services Holland, BV Project Sierra Two Srl Sierra Develop.Iberia 1, Prom.Imob.,S.A. Promessa Sociedade Imobiliária, S.A. Sierra Development Greece, S.A. Promosedas-Prom.Imobiliária,S.A. Sierra Developments Germany GmbH Prosa-Produtos e serviços agrícolas,S.A. Sierra Developments Germany Holding B.V. Publimeios-Soc.Gestora Part. Finan.,S.A. Sierra Developments Holding B.V. Racionaliz. y Manufact.Florestales,S.A. Sierra Developments Italy S.r.l. Resoflex-Mob.e Equipamentos Gestão,S.A. Sierra Developments Services Srl Resolução, SGPS, S.A. Sierra Developments Spain-Prom.C.Com.SL Rio Sul - Centro Comercial, S.A. Sierra Developments, SGPS, S.A. River Plaza Mall, Srl Sierra Developments-Serv. Prom.Imob., S.A. Rochester Real Estate,Limited Sierra Enplanta Ltda S. C. Setler Mina Srl Sierra European R.R.E. Assets Hold. B.V. S.C. Microcom Doi Srl Sierra GP Limited Saúde Atlântica - Gestão Hospitalar, S.A. Sierra Investimentos Brasil Ltda SC Aegean B.V. Sierra Investments (Holland) 1 B.V. SC Insurance Risks Services, SGPS, S.A. Sierra Investments (Holland) 2 B.V. SC Mediterraneum Cosmos B.V. Sierra Investments Holding B.V. SC-Consultadoria,S.A. Sierra Investments SGPS, S.A.

Utilidades , Lda

Sierra Italy Holding B.V. Sonae Indústria Brasil, Ltda Sierra Man.New Tech.Bus.-Serv.Comu.CC,S.A. Sonae Industria de Revestimentos,S.A. Sierra Management Germany GmbH Sonae Indústria-SGPS,S.A. Sierra Management Hellas SA Sonae International, Ltd Sierra Management II-Gestão de C.C. S.A. Sonae Investments,BV Sierra Management Italy S.r.l. Sonae Novobord (PTY) Ltd Sierra Management Portugal-Gest. CC,S.A. Sonae RE, S.A. Sierra Management Spain-Gestión C.Com.S.A. Sonae Retalho Espana-Servicios Gen.,S.A. Sierra Management, SGPS, S.A. Sonae Serviços de Gestão, S.A. Sierra Portugal Fund, Sarl Sonae SGPS, S.A. Sierra Property Management, Srl Sonae Sierra Brasil Ltda SII - Soberana Invest. Imobiliários, S.A. Sonae Sierra Brazil B.V. SIRS - Sociedade Independente de Radiodifusão Sonora, S.A. Sonae Sierra, SGPS, S.A. Sistavac-Sist.Aquecimento,V.Ar C.,S.A. Sonae Tafibra (UK),Ltd SKK-Central de Distr.,S.A. Sonae Tafibra Benelux, BV SKKFOR - Ser. For. e Desen. de Recursos Sonae Turismo Gestão e Serviços,S.A. SMP-Serv. de Manutenção Planeamento Sonae Turismo-SGPS,S.A. Soc.Inic.Aproveit.Florest.-Energias,S.A. Sonae UK,Ltd. Sociedade de Construções do Chile, S.A. Sonaecenter Serviços, SA Sociedade Imobiliária Troia - B3, S.A. Sonaegest-Soc.Gest.Fundos Investimentos Société de Tranchage Isoroy S.A.S. Sondis Imobiliária,S.A. Société des Essences Fines Isoroy Sontaria-Empreend.Imobiliários,S.A. Sociéte Industrielle et Financére Isoroy Sontel Bv Socijofra-Sociedade Imobiliária,S.A. Sontur BV Sociloures-Soc.Imobiliária,S.A. Sonvecap BV Soconstrução BV Sopair, S.A. Sodesa, S.A. Sótaqua - Soc. de Empreendimentos Turist Soflorin,BV Spanboard Products,Ltd Soira-Soc.Imobiliária de Ramalde,S.A. Spinarq,S.A. Sol Retail Park - Gestão G.Comerc., S.A. Spinveste - Promoção Imobiliária, S.A. Solaris Supermercados, S.A. Spinveste-Gestão Imobiliária SGII,S.A. Solinca III-Desporto e S.A.úde,S.A. Sport Zone-Comércio Art.Desporto,S.A. Solinca-Investimentos Turísticos,S.A. SRP Development, SA Solinfitness - Club Malaga, S.L. SRP-Parque Comercial de Setúbal, S.A. Soltroia-Imob.de Urb.Turismo de Tróia,S.A. Star-Viagens e Turismo,S.A. Somit Imobiliária,S.A. Tableros Tradema,S.L. Somit-Soc.Mad.Ind.Transformadas,S.A. Tafiber,Tableros de Fibras Ibéricas,SL Sonae Capital Brasil, Lda Tafibras Participações, S.A. Sonae Capital,SGPS,S.A. Tafisa Brasil, S.A. Sonae Center Serviçoss, SA Tafisa Canadá Societé en Commandite Sonae Financial Participations BV Tafisa Brasil, S.A. Sonae Ind., Prod. e Com.Deriv.Madeira,S.A. Tafisa Canadá Societé en Commandite

Tafisa France, S.A. Troia Market, SA
Tafisa UK,Ltd Troiaresort-Investimentos Turísticos, S.A.
Tafisa-Tableros de Fibras, S.A. Troiaverde-Expl.Hoteleira Imob.,S.A.
Taiber,Tableros Aglomerados Ibéricos,SL Tulipamar-Expl.Hoteleira Imob.,S.A.
Tarkett Agepan Laminate Flooring SCS Unipress - Centro Gráfico, Lda
Tavapan,S.A. Unishopping Administradora Ltda.
Tecmasa Reciclados de Andalucia, SL Unishopping Consultoria Imob. Ltda.
Teconologias del Medio Ambiente,S.A. Urbisedas-Imobiliária das Sedas,S.A.
Textil do Marco,S.A. Valecenter Srl
Tlantic Portugal-Sist. de Informação, SA Valor N, S.A.
Tlantic Sistemas de Informação Ltdª Vastgoed One - Sociedade Imobiliária, S.A.
Todos os Dias-Com.Ret.Expl.C.Comer.,S.A. Vastgoed Sun - Sociedade Imobiliária, S.A.
Tool Gmbh Venda Aluga-Sociedade Imobiliária,S.A.
Torre Colombo Ocidente-Imobiliária,S.A. Via Catarina- Centro Comercial, S.A.
Torre Colombo Oriente-Imobiliária,S.A. World Trade Center Porto, S.A.
Torre São Gabriel-Imobiliária,S.A. Worten España, S.A.
TP - Sociedade Térmica, S.A. Worten-Equipamento para o Lar,S.A.
FT Group Companies
France Telecom, S.A. Wirefree Services Belgium, S.A.

13.5. EXTERNAL AUDITOR REPORT

SAFE HARBOUR

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

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

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

Report available in Sonaecom's institutional website www.sonae.com

Media and Investor Contacts

Isabel Borgas Public Relations Manager [email protected] Tel: +351 93 100 20 20

António Castro Investor Relations Manager [email protected] Tel: +351 93 100 20 99

Sonaecom SGPS, SA Rua Henrique Pousão, 432 – 7th floor 4460-841 Senhora da Hora Portugal

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