Sonae SGPS

Investor Presentation • Jun 5, 2018

Introduction to

June 2018

Sonae MC is the Leading Multi-format Omnichannel Food Retailer in Portugal

Note: For the purpose of the potential IPO and for this document, Sonae MC business is now defined as: i) the operation of food retail and adjacent formats (brands presented in this slide), operated directly or through franchise agreements; ii) ownership and management of related real estate properties, part of which is leased to third and related parties, as well as iii) rendering back office services to related parties. Financial information relates to year ended 31 December 2017 and has been re-stated to reflect this perimeter. Financial information is preliminary, has not been audited and is subject to final confirmation (including capital gains). Sonae MC's store data as of March 2018. Sonae MC has additional 344 franchised stores and 1 outlet store.

(1) Figure is underlying, as defined in page 15

(2) Based on study by Instituto de Marketing Research (IMR) on behalf of Sonae MC

Source: Company information, PlanetRetail RGD

DIY RETAIL

PET CARE AND VET SERVICES

STATIONERY, BOOKS AND GIFTS

COFFEE SHOPS

PARA-PHARMACIES (HEALTH, WELL-BEING AND EYE-CARE)

ORGANIC SUPERMARKETS AND RESTAURANTS

Large format supermarkets

• • Fine tuning of value proposition
• • Operating model sophistication Adjacent formats

Strong Investment Proposition

1	2	3	4	5	6	7
Attractive Macro Environment	Leading Food Retailer in Portugal	Strong Retail Network & Digital Platform	Exceptional Brand Reputation & Customer Engagement	Highly Efficient Operator	Solid Financial Profile	Clear Growth Strategy
Unique Opportunity to Gain Direct Exposure to the Portuguese Food Retail Market	~22% Market Share(1)	Comprehensive Network of Food Retail Formats in Urban Locations Complemented by an Unrivalled Digital Platform	Unique Loyalty Programme Covering ~85% of Portuguese Households	Differentiated Supply Chain Capabilities and Focus on Efficiency Provide a Distinctive Competitive	Good LFL Growth, Best-in-class Margin, >40% Real Estate Ownership	Four Growth Pillars, Executed by Highly Experienced Management Team
				Advantage

Following an Economic Downturn, the Portuguese Economy is Thriving

Nominal GDP growth Estimates 2.6% (4.4%) 1.7% 3.2% 4.1% 4.0% 3.4% 3.2% 2010 2012 2014 2016 2017 2018E 2019E 2020E Economic crisis Recovery Stability Consumer confidence at its highest level

10.8% 15.5% 13.9% 11.1% 8.9% 7.3% 6.7% 6.2% 2010 2012 2014 2016 2017 2018E 2019E 2020E

Unemployment rate

The Portuguese economy has rebounded… … which is being reflected in higher consumption…

in 30 years

• Significant growth in disposable income (+4.1% in 2018e)
• Private consumption now above pre-crisis level, and forecasted to grow at +3.6% CAGR until 2022e

… and increased levels of investor confidence

• Increased Direct Foreign Investment (+24% in 2017 vs 2008 pre-crisis)
• Portugal has recovered its Investment Grade credit rating from Fitch and S&P in the last 12 months (Portuguese 10-year bond yields below 2%, which compares to >4% in Q1 2017 and >7% in 2013)

The Portuguese Grocery Retail Market is Relatively Underpenetrated and is Expected to be One of the Fastest Growing Markets in Europe

2.9% 3.1% 2.4% 1.8% 1.9% 0.9% Average 2.2% Sales area per 100 inhabitants (sqm) 39.7 44.9 34.1 34.4 27.0 18.0 Average 33.0 Primary area of Portuguese underpenetration is proximity, where Sonae MC is underweight

Grocery market sales CAGR '17-22E

Sonae MC is the Leading Food Retailer in Portugal, with a Diversified Portfolio of Formats and Channels

2017 Grocery market share in Portugal

Note: Sonae MC store data as of March 2018. Other players as of December 2017. Sonae MC number of stores refers to food retail stores only.

Presence in formats based on store split as per PlanetRetail RGD in 2017. Hypermarket & Superstores >2,500 sqm; Supermarket 400 – 2,500 sqm; Proximity <400 sqm.

(1) Player is present in format, although not representative: Pingo Doce operates 9 Hypermarkets, E-Leclerc operates 2 Proximity stores

(2) Jerónimo Martins announced in April 2018 it would explore a partnership with a third party online platform (Mercadão)

(3) Auchan launched a proximity growth programme in the beginning of 2017

Source: Company information, PlanetRetail RGD, Euromonitor

First Mover Advantage: Unreplicable Store Estate in Prime Urban Locations

• Reinvented urban hypermarkets anchored in premium shopping centres (25 out of 41 stores) or in standalone centres
• Located in high density urban locations, extremely difficult to replicate
• Differentiation through price and variety
• Large supermarkets with strategic locations in mid-sized cities
• Broad assortment (including light bazar) & high service levels
• Attractiveness reinforced by adjacent formats driving footfall
• Proximity supermarkets located in highly populated areas, mainly inside cities
• Modern concept based on quality and variety of fresh products, targeting daily shopping

Multi-Format Omnichannel Approach to Capture All Shopping Missions

95% % TOTAL SALES AREA
Food retail format	URBAN HYPERMARKET	LARGE SUPERMARKET	PROXIMITY SUPERMARKET	PROXIMITY STORES (SMALLER FORMAT) (FRANCHISING)
Year of 1st opening	1985	1989	1997	2011
% of total sales area	~40%	~36%	~17%	~7%
# of stores	41	132(1)	98	293
# of stores opened in L2Y (2016-17; net)	1	1	44	90
Average sales area per store ('000 sqm)	~6.8	~2.0	~1.2	~0.2
Fresh Offering FMCG (% sales area) Non food				n/a
Average # of SKUs ('000)	~35	~17	~9	~3
Average # of private label SKUs ('000)	~14	~7	~5	~1

Note: Sonae MC's store data as of March 2018. Information regarding number of SKUs calculated based on 2017 average monthly figures.

(1) Figure includes 9 Continente Modelo franchised stores located in Azores

Source: Company information, Instituto Nacional de Estatistica (INE)

Sonae MC is the Undisputed Food Retail E-commerce Leader in Portugal

• Operating since 2001 and clear market leader in Portugal: ~70% market share
• National coverage:
• >500k registered customers
• Same-day nationwide delivery (7 days/week)
• Extended assortment: +50K SKUs
• Ability to leverage store estate with click & collect and drive-through options
• Price, promotions and loyalty card same benefits as in physical stores (and more)
• Mobile app

Diversified Portfolio of Profitable Adjacent Formats to Complement Core Food Retail Stores

5% % TOTAL SALES AREA
Description	PARA-PHARMACIES	HEALTHY NUTRITION	COFFEESHOP	STATIONERY, BOOKS AND GIFTS	PET CARE AND VET SERVICES	DIY
Year of 1st opening	2005	2004	2005	2007	2014	1995
Owned	198	31 (7 / 24)(1)	129	37	9	31
# stores Franchised	28	1 (0 / 1)(1)	7	6	-	-
# of stores opened in L2Y(2) (2016-17; net)	55	1	18	11	8	1
Average size (sqm)	~100	~300 / 60(1)	~60	~220	~100	~2,000
Average # of SKUs ('000)	~3	~4	~0.4	~3	~1	~11
Concept	• Para-pharmacies, including health, beauty products and well-being Eye care •	• Chain of organic supermarkets and restaurants • Ambitious expansion plan with several openings / acquisitions in the last couple of years	• Urban cafeterias, complementing their offer with simple meals Focus on coffee, • pastries and breads, served in comfortable environments	• Stationary, bookstore and gifts • Complemented by convenience amenities, such as mail, payshop and printing services	• Pet store brand, providing food, products and services for pets Services include • grooming as well as veterinary	• Discounter in the DIY, light construction, bathroom and garden segments

Note: Sonae MC store data as of March 2018. Sonae MC owns 51% of Go Natural's restaurants. Sonae MC owns 50% of Maxmat.

(1) Split refers to number and average size of supermarkets / restaurants

(2) Including franchised stores

Exceptional Brand Reputation and Customer Engagement

Highly trusted and recognised brand

• 99% brand awareness in Portugal, the highest of any brand(1)
• 80% of Portuguese families make regular purchases in our stores(2)
• The largest Portuguese community of followers on Facebook among corporate brands (~2m fans)(3)
• Continente voted for 16 consecutive years as the "Most Trusted Brand" in Food Retail(4)
• Strong social engagement with community, environment and social causes
• Numerous awards and distinctions in areas such as workplace attractiveness and HR leadership

Multiple community engagement projects

A Unique Loyalty Programme with an Unrivalled Customer Database Covering ~85% of Portuguese Households

Active loyalty accounts

With purchases in the last 12 months

Strategic goals

1. Obtain in-depth knowledge of customers 2. Drive customer acquisition and retention 3. Be used as a promotional

tool by Sonae MC and partner brands

4. Support digitization and omnichannel

(1) Company estimate considering an universe of 4.1 million households in Portugal (source: INE)

(2) Currently has 19 partners across industries

Key features

• ~85% household penetration(1)
• ~88% of Sonae MC sales performed using Continente loyalty card
• Uses euro as "currency" (not points) very simple and tangible for customers
• Partnerships with other industry leaders in relevant spending areas for families (e.g. Burger King)(2)
• Provides comprehensive knowledge of our customer base
• Launched new digital mobile App last February, which already has over 300k users

Selected partner brands(2)

Deep Culture of Efficiency and Innovation, with Best-in-Class Supply Chain Capabilities

Key strategic pillars of Sonae MC's supply chain

Buying and Commercial Management	Logistics and Stock Management	Store Operations	Marketing and Client Interaction
 Long-term procurement and buying relationships  Category management with strong analytical support  In-house private label portfolio development	 Centralised transportation and warehousing network Highly efficient  stock forecasting, allocation and monitoring	 Strict control process  Streamlined organization and functional responsibilities  Clear focus on execution	 Permanent market and client research  Sophisticated loyalty card and data mining programme Targeted  advertising and marketing strategy

Permanently assessed and benchmarked to ensure:

• Strong service levels
• Cost efficiency
• Agile decision making processes
• Appropriate organization and capabilities for actual and future demands

Highly coordinated and monitored

Attractive Growth Profile Through a Solid LFL Performance and a Strong Expansion Plan

Turnover evolution (€bn)

Note: Financial information has been re-stated to reflect the perimeter for the potential IPO. Financial information is preliminary, has not been audited and is subject to final confirmation (including capital gains). Q1 2018 results refer to current Sonae MC only, based on Sonae SGPS reporting (therefore not perimeter adjusted).

(1) Net additions

(2) Calculated on a year-over-year basis. Includes favourable effect of an early Easter

Source: Company information

1 2 3 4 5 6 Solid Financial Profile 7

Margins Have Stabilized Following a Period of Investment

1 2 3 4 5 6 Solid Financial Profile 7

	Profitability (€m)
	2015	2016	2017
EBITDAR	370	384	397
Margin (% of turnover)	10.2%	10.0%	9.8%
Rents	62	84	94
EBITDA(1)	308	300	303
Margin (% of turnover)	8.5%	7.8%	7.5%

Sonae MC Q1 2018 margin expansion: +10bps YoY(2)

Key drivers for historical margin evolution

• − Initiatives to improve price positioning towards a leadership position
• − Impact from new store openings
• − Continuous streamlining of cost structure
• − Impact from selective sale & leaseback transactions

Margins have stabilized, following recent price repositioning steps

(2) Impacted by favourable effect of an early Easter

Note: Financial information has been re-stated to reflect the perimeter for the potential IPO. Financial information is preliminary, has not been audited and is subject to final confirmation (including capital gains). Q1 2018 results refer to current Sonae MC only, based on Sonae SGPS reporting (therefore not perimeter adjusted).

⁽¹⁾ Figure is underlying and is defined as EBITDA (earnings before interest, tax, depreciation, amortisation, provision and impairment losses, and gains/losses from equity method), excluding capital gains and other items. Underlying EBITDA is not a measure of financial performance or liquidity under IFRS. The closest IFRS measure to underlying EBITDA is Profit Before Taxes

Strong Investment Programme to Enhance Store Estate and Open New Stores

Capital expenditure evolution (€m)

Note: Financial information has been re-stated to reflect the perimeter for the potential IPO. Financial information is preliminary, has not been audited and is subject to final confirmation (including capital gains). (1) Excluding financial Capital Expenditure and not considering divestments related to sale and lease-back transactions

Source: Company information

Key Building Blocks of Future Growth

Specific initiatives further supported by strong macro environment and highly experienced management team

Continue to Enhance our Core Food Retail Value Proposition to Drive LFL Growth

• Value Perception
• Fresh Produce
• Private Label

Continued Proximity Network Expansion & Store Optimisation

• Underpenetration of Proximity
• Selective Optimizations to Enhance Store Productivity

Leverage Digital Platform and Capture E-Commerce Growth Potential

Fastest Growing Channel where Sonae MC is the Clear Number 1

Further Expand Health & Wellness Platform

Expand Well's and Healthy Nutrition Offer

Continue to Enhance Core Food Retail Value Proposition to Drive LFL Growth ^A Value proposition

1 2 3 4 5 6 7 Clear Growth Strategy

Further enhance customer value perception

• Sonae MC has invested significantly in value (price and promotion) over the last 2-3 years
• However, there is an opportunity to improve:
• Customer price perception
• Effectiveness of promotions

Intensively promote fresh offer to drive traffic and basket size

• Improve quality of fresh products (intrinsic and perceived)
• Optimize range and differentiate product offer according to store clusters
• Refine store operating model

Comprehensive private label transformation programme

• New product development and innovation
• Complete sourcing optimization plan
• New image: quality and SKU structure
• Implement dedicated communication plan

Basket price index Overview of private label brands (1)

	Food		Non-Food
Economy	Mainstream	Premium	20+ brands

Opportunity to Further Expand Bom Dia Network, Capitalising on Market Underpenetration in Proximity

Lisbon Region Porto Region Share of Proximity in selected European markets (based on market sales) Proximity selling area / 100 inhabitants (sqm) Strong track-record of store openings in the Bom Dia format, with 44 new stores over the last 2 years(1) Continente Bom Dia Azores Madeira Meu Super franchise stores offer optionality in expansion and reach, in particular outside major urban areas Expansion guided by rigorous economic criteria and proprietary data analytics Key criteria for new store openings: Density of population and disposable income # of proximity stores in area Pre-existence of Continente stores 0.5% 1.1% 1.1% 4.3% 5.3% 13.4% Avg: 4.3% Avg: 2.1 0.46 0.64 0.55 0.76 4.03 5.99

Note: 'Proximity' defined by PlanetRetail RGD as small grocery outlets selling a wide selection of food, drinks, tobacco, grocery and household essentials with a selling area up to 400 square metres.

B Proximity expansion & store modernisation 1 2 3 4 5 6 7 Clear Growth Strategy

Selective Optimisations to Enhance Store Productivity

Ongoing investment in store estate

• Store environment drives customer's perception of quality and safety
• ~37% of the estate has been modernised over the last 3 years(1)

Case study: 2016 modernisation of store in Colombo, Lisbon

• Renovated the Continente store in the Colombo Shopping Centre in Lisbon
• Reduced selling area, modernised the space and added new in-store services (eg natural juices, sushi bar, healthy nutrition area)
• Used some of the unused area to add other formats (Well's, Bagga, Note! and Zu), as well as 3rd party brands

Resulted in increased footfall as customers appreciated the smaller, more modern appearance and adjacent formats

Turnover and profitability increased given better use of space and incremental income from 3rd parties

1 2 3 4 5 6 7 Clear Growth Strategy B Proximity expansion & store modernisation

Expand and Evolve Health & Wellness Offering, Leveraging Attractive Market Fundamentals

• Leader in the Portuguese para-pharmacy market with strong brand recognition and ~50% market share(1)
• Track record of high growth leveraging 4 key success factors:
• Distinct value proposition: best price and promotions, convenience, specialised service and strong private label
• High footfall driven by proximity to Continente stores
• Integration into Sonae MC's loyalty programme
• Continuous business innovation (development of new concepts, continuous improvements) and store expansion
• International potential through a mix of small-scale M&A and selective organic expansion

Leading para-pharmacies platform in Portugal Strong track record of growth with significant further potential

1 2 3 4 5 6 7

D

Clear Growth Strategy Health & Wellness

Para-pharmacies' market sales CAGR 17-22E

(1) Estimated based on IQVIA's figures for para-pharmacies' mass market. Excludes pharmacies. Source: Company information, IQVIA, PlanetRetail RGD, Euromonitor

Continue Expansion into Healthy Nutrition, Capitalising on Changing Portuguese Consumer Habits

1 2 3 4 5 6 7 D Clear Growth Strategy Health & Wellness

Leading organic platform in Portugal, with different approaches

• Continente stores to become the key destination for healthy nutrition in Portugal

• Roll-out of Bio & Saudável concept, with an enlarged assortment, dedicated space and a strong fresh products offer

• Network of 7 healthy, organic supermarkets, complemented by 25 restaurants dedicated to healthy food

• Continue to selectively explore opportunities in this growing segment (organically and selective M&A)

Portuguese market growing at 25% but still remains underpenetrated

Portuguese organic food sales (€m) CAGR 17-23E (%)

Healthy nutrition consumption by country (2016)

Recap of our Key Messages

• Undisputed food retail leader in Portugal, and an opportunity to gain direct exposure to the Portuguese consumer
• Multi-format omnichannel business, including:
• Differentiated, highly performing hypermarket format located in densely populated urban areas
• Significant opportunity to open proximity stores
• ~70% market share in food retail Ecommerce
• 30 year track record of growth, with strong momentum
• Best-in-class margin profile
• Highly experienced and engaged team excited about the growth opportunities that lie ahead

Disclaimer

This document was prepared solely for informational purposes and does not constitute an offer to sell or the solicitation of an offer to buy any security. This document should not be construed as a prospectus or offering document and you should not rely upon it or use it to form the basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise.

This document was prepared and the analyses contained in it based, in part, on certain assumptions made by and information obtained from Sonae SGPS, S.A. (the "Company") and/or from other sources. Neither Barclays Bank PLC, BNP Paribas and Deutsche Bank AG, London Branch (the "Banks"), the Company nor any of their respective affiliates, officers, employees or agents, make any representation or warranty, express or implied, in relation to the fairness, reasonableness, adequacy, accuracy or completeness of the information, statements or opinions, whichever their source, contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. The information and opinions contained in this document are provided as at the date of the document, are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. The information in this document is in draft form and has not been independently verified. The Banks, the Company and their respective affiliates, officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom.

Neither the Banks, the Company nor any of their respective affiliates, officers, employees or agents, makes any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any.

The information contained in this document does not purport to be comprehensive and has not been subject to any independent audit or review. This presentation contains combined financial information prepared for the perimeter of the businesses proposed to be listed. This financial information is preliminary, has not been audited, and is subject to change. You should not place undue reliance on this financial information.

A significant portion of the information contained in this presentation is based on estimates or expectations of the Company, and there can be no assurance that these estimates or expectations are or will prove to be accurate. The Company's internal estimates have not been verified by an external expert, and the Company cannot guarantee that a third party using different methods to assemble, analyse or compute market information and data would obtain or generate the same results.

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