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Sonae SGPS

Investor Presentation May 21, 2024

1901_iss_2024-05-21_3fb3c958-0057-4d67-8106-213beb335812.pdf

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Results Report 1Q24

1

1Q24 Highlights

Key Financial Indicators

  • Consolidated turnover increased 11.1% yoy to €2.1bn, mainly driven by the growth of our retail businesses, MC and Worten, that once again reinforced their leadership positions in the Portuguese market.
  • Consolidated EBITDA improved to €180m, +12.8% yoy, fuelled by (i) the solid performance of our retail businesses, driving underlying EBITDA to increase 14.9% yoy; and (ii) higher equity method results, essentially from NOS, that more than offset the sale of ISRG and its contribution in 1Q23.
  • Net result (group share) stood at €25m, roughly stable yoy as a result of the negative impact of higher depreciations, funding costs and tax expenses on direct result.
  • Free cash flow during the last 12 months was fuelled by our solid operational cash flow generation despite MC's increased capex to accelerate its organic expansion and our portfolio management activity in the period. Consequently, consolidated net debt increased yoy to €1.4bn, with the holding net debt reaching €745m following the acquisition of Musti and a 13% LTV, and our main businesses maintained sound financial positions.
  • NAV, based on market references, slightly increased vs YE23 to €4.6bn, mainly due to the improved profitability of our retail businesses.

Portfolio Management Activity

  • Following the tender offer launched on Musti in November 2023, during 1Q24 the consortium led by Sonae secured the control of the pet care retailer by reaching c.81% of its share capital, with a total investment of c.€700m.
  • Already in 2Q24, Sonae's subsidiary Sparkfood has completed the acquisition of an 89.1% stake in BCF Life Sciences, for €160.5m. BCF produces ingredients for the nutrition industry through an innovative production process supported by several IP patents and based on circular economy principles, having closed 2023 with a turnover of €53.5m and an EBITDA of €14.1m.

CEO letter

The year began on a very positive note for Sonae. The successful outcome of the tender offer over Musti in the Nordics was an important step towards our ambition to build a new growth avenue in our portfolio. We welcomed Musti (the leading pet care retailer in the Nordics) into our group and look forward to our journey together. Overall, the performance of our businesses was, again, quite strong in this quarter, resulting in a further appreciation (+2% qoq) of our NAV to €4.6bn (€2.38/share).

Our retail businesses continued to overperform in 1Q24, with both MC and Worten reinforcing once again their leadership positions. MC maintained its relentless focus on delivering the best offer to its customers and capturing further operational improvements, while benefiting from the recovery in grocery volumes on the back of a resilient consumption environment and favourable calendar effects. Worten delivered improved top line and profitability, underpinned by the growth of its e -commerce marketplace, amidst a context of intense promotional activity in the electronics market. Sierra and NOS also continued to face a positive momentum and delivered improved operational performances and financial results. This robust trajectory of our businesses led consolidated turnover to increase 11% yoy to €2.1bn and consolidated EBITDA to grow 13% yoy to €180m.

In terms of capital structure, and despite the significant investment in Musti, our holding LTV remained within very comfortable levels, having reached 13% at the end of the quarter.

Already in April, our subsidiary Sparkfood completed the acquisition of an 89% stake in BCF Life Sciences, in France, marking another important step in the development of our portfolio in this segment. BCF is specialised in the production of innovative ingredients through proprietary processes supported on the principles of circular economy and will expand our ecosystem of food ingredient businesses .

Finally, our General Shareholders Meeting approved the distribution of a 0.05639 euro dividend per share, +5% over last year, consistent with our dividend policy and reflecting a 6.2% yield 1 .

We all at Sonae will continue to devote ourselves to obtaining strong sustainable growth, with the dedication of our people to improve the operational resilience of our portfolio, while ensuring a successful integration of the new companies and their people. Despite the volatile economic landscape, we maintain our confidence and focus on our mission to create long -term economic, social, and natural value for all.

.

Cláudia Azevedo, CEO

4

1 Based on the closing price of €0 .905 per share on 29 December 2023

Overview

€m 31.03.23 30.06.23 30.09.23 31.12.23 31.03.24
NAV 1 4,079 4,240 4,411 4,513 4,609
Market capitalization 2,010 1,802 1,840 1,809 1,760
Net Debt 922 1,067 982 526 1,437
€m 1Q23 1Q24 yoy L12M 23 L12M 24 yoy
Turnover 1,873 2,081 11.1% 7,897 8,607 9.0%
Underlying EBITDA 137 158 14.9% 657 742 12.9%
Underlying EBITDA margin 7.3% 7.6% 0.3 p.p. 8.3% 8.6% 0.3 p.p.
EBITDA 159 180 12.8% 935 1,011 8.1%
Direct Result 30 33 10.3% 435 430 -1.1%
Net result group share 25 25 0.4% 318 357 12.4%
Sale
of assets
0 3 - 266 335 25.8%
M&A capex -114 -658 - -282 -766 -
Free cash flow before dividends paid -384 -846 - 181 -275 -
Dividends paid 0 0 - -169 -161 -5.1%
1Y 3Y 5Y 10Y
return 2
Total Shareholder
-8% 33% 27% 2%

1 Based on market references 2Source: Bloomberg.

Key Data Sonae's NAV, based on market references, continued to perform positively , and reached €4.6bn at the end of 1Q24, implying + 2% qoq. This quarter ' slight improvement was mainly motivated by MC's increased operational performance as the integration of Musti had no material impact .

Overall, the year beg an with a positive tone across our portfolio, in spite of the continued demanding macro conditions and tough competition environment in each of the different retail sectors. Both consolidated top line and profitability were fuelled by our retail businesses, despite the continued pressure on operational costs. Consolidated turnover improved 11% yoy surpassing €2. 0bn and uEBITDA grew 1 5% yoy to €158m with a 7 . 6% margin, +0. 3pp yoy . Consolidated EBITDA increased 13% yoy to €180m , being positively impacted by the equity method contribution in the period, namely from NOS. Moreover, higher level of D&As, financial costs and tax expenses led Direct Result to increase to €33 m , +10.3% yoy. Net result (group share) stood at €25 m, roughly stable yoy .

Operational cash flo w evolution during the L12M was driven by our improved operational performance that was offset by the increased capex mainly from MC's retail network expansion and refurbishment s . In addition, our strong portfolio management activity during L12M led free

cash flow before dividends to decreas e, which after dividend paid in 2023 resulted on a consolidated net debt of €1.4bn and a holding LTV of 13% .

NAV
(€m)
YE23 1Q24 Var
%
Retail 2,418 3,163 30.8%
o.w. Musti - 671 -
Real estate 1,057 1,071 1.3%
Telco and technology 885 899 1.6%
Other investments* 202 200 -0.9%
Holding -49 -724 -
o.w. net debt -26 -692 -
NAV 4,513 4,609 2.1%

* Includes: Universo, Zeitreel (Salsa, MO and Zippy/Losan), Sparkfood

(www.sparkfood.com).

Note: NAV based on market references and for more detail please see Investor Kit in www.sonae.pt

€m L12M
Mar
23
L12M
Mar
24
EBITDA (inc. rents and taxes) 421 466
Working capital and others 89 92
Operational capex -377 -446
Operational cash flow 133 112
Net financial activity -26 -43
M&A capex -282 -766
Sale of assets 266 335
Dividends received 90 87
FCF before dividends paid 181 -275

Portfolio

Retail

MC

75% stake, fully consolidated

In the Portuguese grocery sector, the competitive environment during the 1Q24 remained dynamic. Food inflation reduced significantly when compared to last year (20.5% in 1Q23 vs 1.2% in 1Q24), favoring the resilience of consumption, and market competitiveness remained high. In this context, MC was able to reinforce its market position.

Turnover increased 9.4% yoy to €1.6bn in 1Q24, boosted by solid performances in both grocery and health, wellness and beauty segments. In fact, grocery LfL growth reached 7.4%, driven by a robust recovery in volumes, while benefiting from the lower food inflation environment and

positive calendar effects (leap year and Easter). Regarding profitability, the strong top line growth and the company's continuing cost efficiency efforts fuelled uEBITDA to €139m in 1Q24, +€15m yoy, with an improved margin of 8.6% (+20bps yoy).

Store expansion and remodelling plans progressed according to schedule, with MC opening 28 stores during 1Q, of which six new Continente Bom Dia stores (proximity format). These investments, coupled with improvements in IT and logistics' backbone led MC's total capex to reach €57m (+15% yoy).

FCF stood at -€20m, on the back of the usual 1Q seasonal effect, though improving from -€86m in 1Q23 due to the positive operational performance and favourable calendar impacts. MC's balance sheet position remained robust with net debt of €507m and a total net debt to uEBITDA of 2.7x at the end of March (2.8x at the end of 1Q23).

Finally, MC expects to obtain the necessary approvals to complete the Druni transaction in 2Q24.

Worten

100% stake, fully consolidated

Worten began the year with a positive momentum, having reinforced its leadership position, in a context of fierce competitive market and a slow market growth (0.2% yoy2 ).

In 1Q24 turnover reached €310m, growing by 9.3% yoy (+5.3% on a LfL basis). Core product categories (electronics and home appliances) and the new growth avenues (services offer and new product categories) drove this top line growth, as the company leveraged its marketplace to enrich its product range and its services offer to increase share of wallet. The online

channel has been showing a solid evolution quarter after quarter, and yoy online sales grew by 17% in the 1Q, reinforcing their weight on turnover to 16%.

iServices delivered a sound top line growth while expanding its footprint in Portugal and internationally, namely in Spain, France, and Belgium, opening a total of seven new stores, of which three outside Portugal.

In terms of profitability, underlying EBITDA reached €15m, with a healthy margin growth of 40 bps yoy, reaching 4.7% at the end of 1Q24, as a result of the top line growth and ongoing cost efficiency measures.

Musti

c.81% stake, fully consolidated

The consortium led by Sonae and comprising two Musti directors and its CEO, secured control of the company on February 22nd, having reached c.81% of the share capital at the end of the tender offer process. Sonae started to fully consolidate Musti on its accounts from March onwards, although with no material impact in this quarter.

Musti reported its 1H results (October 1st, 2023 – March 31st, 2024) to the market on April 30th , and further details can be found in the company's website available here.

Real Estate

Sierra

100% stake, fully consolidated

Sierra had a good start to the year, with its European shopping centre portfolio performing strongly. During 1Q24, its portfolio maintained a strong momentum showing once again its resilience and quality: tenant sales grew 7.4% LfL and occupancy rates remained high (+0.3pp to 98.0%). These strong figures led shopping centre EBITDA to increase 13% yoy in the 1Q24.

Regarding the services area, Sierra has been able to execute its strategy by making important diversification moves both in terms of sectors and vehicles (such as the acquisition of the first hotel under its hospitality vehicle). 1Q24 total income increased by 4.8% yoy fostered by the contribution of new vehicles (CTT and Ores Germany).

Moreover, Sierra's developments pipeline continued to evolve, with significant progress in the five projects under construction and important steps in other fronts, such as: (i) the commercialisation of an offices project in Oporto (Viva Offices), and (ii) the start of the construction and commercialisation of the residential asset Pulse in Lisbon.

All in all, Sierra continues to strategically execute its growth plan, relying on the diversification of its business and leveraging on the potential of its services area.

In terms of proportional management accounts, Direct Result increased 3% yoy to €15m, mainly driven by the strong performance of the European shopping center portfolio, while Net Result stood at €14m in 1Q24.

At the end of 1Q24, Sierra's NAV reached €1.1bn, slightly increasing by 1.3% from YE23, mostly impacted by the positive Net Result in the 1Q. Finally, regarding the company's leverage profile, Sierra's gross LTV reduced by 0.2pp when compared to YE23, to 37.9%.

Telco & Technology

Sonae's investments in the Telco & Technology areas are concentrated in Sonaecom which published its 1Q24 results on May 17th . Further details on these areas' performance can be found at Sonaecom's 1Q24 announcement available here.

NOS

37.4% stake, equity consolidated3

NOS reported its 1Q24 results to the market on May 14th , starting the year on a strong note, with once again solid top line and profitability growth, supported by a very positive performance in its core Telco business. Further details can be found in the company's website available here.

The contribution of NOS equity method results to Sonae's consolidated accounts reached €24m in 1Q24, significantly above the €10m registered in 1Q23, fuelled by the improvement in operational performance and the non-recurrent income from an additional receival of activity fees following a favourable court ruling.

Already in April, NOS held its Annual General Meeting, and shareholders approved an ordinary dividend payment of €0.35 per share relating to 2023 results (26% above last year's ordinary dividend). The dividend was paid on April 24 th and resulted in a €67m cash-in for Sonaecom.

Bright Pixel

90% stake, fully consolidated

Our corporate venture arm continued to diligently execute its investment strategy and enhancing the value of existing investments, which currently comprise a portfolio of 43 companies globally, across cybersecurity, retail technologies and infrastructure software.

During 1Q24, Bright Pixel prioritised the development of a pipeline of new ventures to expand its portfolio in the coming quarters, whilst keeping focused on its active portfolio management.

NAV and Cash Invested in the active portfolio stood at €344m and €177m, respectively, reflecting a potential cash-on-cash of 1.9x on the existing portfolio.

Corporate information

Main announcements during 1Q24 are published in www.sonae.pt and www.cmvm.pt (market regulator).

Subsequent events

  • April 4th: Sonae SGPS, SA informed on transactions by Persons Discharging Managerial Responsibilities.
  • April 4th: Sonae SGPS, SA informed on transaction by person closely connected with a Person Discharging Managerial Responsibilities.
  • April 16th:Sonae SGPS, SA informed on completion of the acquisition of a stake in BCF Life Sciences.

April 30th:Sonae SGPS, SA informed on Resolutions taken at the Shareholders Annual General Meeting.

April 30th:Sonae SGPS, SA informed on dividend payment.

3 Total stake through Sonaecom.

€m 1Q23 1Q24 yoy
Turnover 1,873 2,081 11.1%
Underlying
EBITDA
137 158 14.9%
margin 7.3% 7.6% 0.3
p.p.
Equity
method
results*
24 35 47.1%
Sierra 11 13 18.7%
NOS 10 24 128.0%
Non-recurrent
items
-2 -14 -
EBITDA 159 180 12.8%
margin 8.5% 8.6% 0.1
p.p.
D&A
and
Provisions
and
Imp.
-94 -104 -10.5%
EBIT 65 76 16.3%
Net
Financial
results
-29 -35 -19.9%
Taxes -6 -8 -29.2%
Direct
result
30 33 10.3%
Indirect
result
1 2 -
Net
result
31 35 13.9%
Non-controlling
interests
-7 -11 -64.5%
Net
result
group share
25 25 0.4%

* Equity method results: include direct income by equity method results (Sierra and NOS), income related to investments consolidated by the equity method and discontinued operations results.

Consolidated P&L Consolidated Balance Sheet

€m 31.03.23 31.12.23 31.03.24
Investment
properties
350 327 327
Net
fixed
assets
2,190 2,285 2,331
Right
of
Use
assets
1,068 1,191 1,265
Financial
investments
2,096 2,148 2,145
Goodwill 664 657 1,381
Working
capital
-949 -1,220 -1,033
Invested
capital
5,419 5,390 6,417
Equity
&
minorities
3,245 3,462 3,500
Net
debt
922 526 1,437
Net financial debt 990 555 1,459
Net shareholder loans -68 -29 -22
Lease
liabilities
1,252 1,402 1,479
Sources
of
financing
5,419 5,390 6,417

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

Glossary

Capex Investments in tangible and intangible assets and investments in acquisitions. For NOS
it includes right of use.
Cash-on-cash ratio Exit value of the investment divided by the initial investment.
Direct result Results before non-controlling interests excluding contributions to indirect results.
(Direct) EBIT Direct EBT -
financial results.
EBITDA Underlying EBITDA + equity method results + non-recurrent items.
EBITDA margin EBITDA / turnover.
Indirect result Includes Sierra's results, net of taxes, arising from: (i) investment property
valuations; (ii) capital gains (losses) on the sale of financial investments, joint
ventures or associates; (iii) impairment losses of non-current assets (including
goodwill) and (iv) provision for assets at risk. Additionally and concerning the
remaining Sonae's portfolio, it incorporates: (i) impairments in retail real estate
properties; (ii) reductions in goodwill; (iii) provisions (net of taxes) for possible
future liabilities and impairments related with non-core financial investments,
businesses, assets that were discontinued (or in the process of being
discontinued/repositioned); (iv) results from mark-to-market methodology of other
current investments that will be sold or exchanged in the near future and from
other related income (including dividends); and (v) other non-relevant issues.
Investment properties Shopping centres in operation owned and co-owned by Sierra.
Lease Liabilities Net present value of payments to use the asset.
Like for Like sales
(LfL)
Sales made by omnichannel stores that operated in both periods under the same
conditions. Excludes stores opened, closed or which suffered major upgrade
works in one of the periods.
Loan to Value (LTV) -
Holding
Holding net debt (average) / NAV of the investment portfolio plus Holding net debt
(average).
Loan to Value (LTV) –
Sierra
Total debt / (Investment properties + properties under development), on a
proportional basis.
INREV NAV Sierra Open market value attributable to Sierra -
net debt -
minorities + deferred tax liabilities.
Net asset value (NAV)
of the investment
portfolio
Market value of each Sonae's businesses –
average net debt –
minorities (book value).
Sonae's NAV is based on market references, such as trading multiples of comparable
peers, external valuations, funding rounds and market capitalisations. Valuation
methods and details per business unit are available in Sonae's Investor Kit at
www.sonae.pt.
Net debt Bonds + bank loans + other loans + shareholder loans -
cash -
bank deposits -
current
investments -
other long-term financial applications.
Net financial debt Net debt excluding shareholders' loans.
Net invested capital Total net debt + total shareholders' funds.
Open market Value
(OMV)
Fair value of properties in operation (% of ownership), provided by independent
international entities and book value of development properties (% of ownership).
Other loans Bonds and derivatives.
Right of use (RoU) Lease liability at the beginning of the lease adjusted for, initial direct costs, advance rent
payments and possible lease discounts.
RoIC Return on invested capital.
Total Net Debt Net Debt + lease liabilities.
Total Shareholder
Return (TSR)
Profit or loss from net share price change, plus any dividends received over a given
period.
Underlying EBITDA Recurrent EBITDA from the businesses consolidated using the full consolidation
method.
Underlying EBITDA
margin
Underlying EBITDA / turnover.

SAFE HARBOUR

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

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

Although these statements reflect our current expectations, which we believe are reasonable, investors and analysts, and generally all recipients of this document, are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forwardlooking 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.

Investor Relations Contacts

Ricardo Figueiredo da Rocha Head of Investor Relations [email protected] +351 22 010 4794

Media Contacts

Maria João Oliveira External Communication [email protected] +351 22 010 4000

Sonae

Lugar do Espido Via Norte 4471-909 Maia, Portugal +351 22 948 7522

www.sonae.pt

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

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