Sonae SGPS

Investor Presentation • Mar 16, 2016

Page 1 of 18 16.03.2016

1HIGHLIGHTS and CEO's message

• Sonae consolidated turnover increased by 0.8% to €5,014 M
• Sonae MC reached a turnover growth of 1.8% in 4Q15, leading to a turnover increase of 0.8% in 2015
• Sonae SR international EBITDA margin improved by 180 basis points in 2015
• Sonae Sierra investment properties increased value by €109 M
• NOS accelerated turnover and EBITDA growth throughout the year, increasing by 6.4% and

8.6% respectively in 4Q15

"Overall, 2015 was a positive year for Sonae. The achievements across our main strategic guidelines were significant and the results reached in our businesses, albeit mixed, were positive.

We underwent an important organisational change that has allowed our businesses to become more autonomous and more focused on their strategies, while increasing the flexibility and agility necessary to face the increasingly frequent changes within each business context.

The new business areas identified with the most potential have been reinforced with the necessary resources to pave new growth avenues, namely in business segments such as health and wellbeing, technology, cybersecurity or the international food retail market.

We have invested in strengthening critical skills through more training, better recruitment and the acquisition of companies such as Losan, Ulabox, Makenotes or Elergone, highly renowned for their know-how in international commerce, e-commerce, product design and energy management.

We reduced our real-estate freehold to the planned level, through sale and leaseback operations amounting to €376 M completed in 2015 and in the first quarter of 2016.

We have heightened the competitiveness of our food retail offers by investing in even more competitive pricing and convenience for our customers, improving the attraction formats offer and ensuring an easier shopping experience, in particular by expanding our store network.

In specialised retail, we have developed new store concepts and we have optimised the existing network with a positive impact on sales per sqm whilst lowering the overall investment costs.

In 2015, Sonae continued to grow. The turnover of all of the companies controlled by Sonae, including through equal partnerships, totalled €6.74 bn, an increase of 2.4% compared to the previous year, and the correspondent EBITDA remained flat at almost €1,000 M. Consolidated net income increased by 22%, reaching €175 M.

Concerning our business results, Sonae MC delivered a good level of profitability while maintaining its market share and intensifying its commercial aggressiveness. Worten increased its clear market leadership in Portugal and took significant steps towards the consolidation of its Iberian market position, strengthening its position as one of the most important and recognised players, both by suppliers and customers.

The performance of the Sports and Fashion segment was disappointing and, as mentioned in the analysis of the 3 rd quarter, was marred by misalignment in the spring/summer collection, exacerbated by the weather conditions felt in the last few months of the of year which had an impact on the entire sector. However, it is worth noting Sport Zone's positive evolution, particularly in the Spanish market, where it already provides a positive contribution to the format's results.

Sonae Sierra has successfully implemented its capital recycling strategy, lowering its freehold according to its predefined goals, while ensuring the strengthening of its development activity of new shopping centres and the services business. The financial results reflect both the good operational performance and the recovery of the real estate market.

NOS delivered another excellent operational and financial performance, exceeding our best expectations. The company was able to accelerate the execution of its strategy, ahead of target, while showing the flexibility required to position itself in a telecommunications market that has experienced considerable turbulence and disruption.

Sonae's financial stability was reinforced in 2015 despite high levels of consolidated investment, a year in which we saw increased confidence from the financial sector, our business partners and, above all, our own brand customers."

Ângelo Paupério, Co-CEO

Following the merger between Optimus and Zon and the further creation of NOS, and ZOPT, which is reported using the equity method, Sonae decided to change the way results are reported to the market by separating each business in order to obtain more transparency between the segments: 1) Sonae MC, Sonae SR and Sonae RP; 2) Sonae IM, including Telco Related Technology business and Público from Sonaecom; 3) Sonae Sierra; and, 4) NOS.

2 SONAE PERFORMANCEAND CAPITAL STRUCTURE

Sonae Consolidated results
Million euros	2014	2015	y.o.y.
Turnover	4,974	5,014	0.8%
Sonae MC	3,461	3,490	0.8%
Sonae SR	1,290	1,294	0.4%
Sonae RP	126	121	-4.0%
Sonae IM	252	249	-1.1%
E&A (1)	-155	-140	9.2%
Underlying EBITDA	380	331	-13.0%
Sonae MC	241	215	-10.7%
Sonae SR	15	5	-64.5%
Sonae RP	116	109	-6.3%
Sonae IM	19	16	-14.3%
E&A (1)	-12	-15	-28.8%
Underlying EBITDA margin	7.6%	6.6%	-1.0 p.p.
Equity method results (2)	42	48	13.6%
o.w. S. Sierra (direct results)	26	31	15.9%
o.w. NOS	16	18	13.7%
Non-recurrent items	-5	14	-
EBITDA	417	393	-5.8%
EBITDA margin	8.4%	7.8%	-0.6 p.p.
D&A (3)	-189	-187	1.0%
EBIT	228	206	-9.9%
Net financial activity	-77	-57	26.1%
EBT	151	149	-1.6%
Taxes	-25	-21	15.2%
Direct results (4)	127	128	1.1%
Indirect results	19	49	158.9%
Net income	146	177	21.5%
Non-controlling interests	-2	-1	12.3%
Net income group share	144	175	21.9%

(1) Eliminations & adjustments;

(2) Equity method results: includes direct income related to investments consolidated by the equity method (mainly Sonae Sierra and NOS);

(3) Depreciations & amortisations including provisions & impairments;

(4) Direct results before non-controlling interests.

Sonae net invested capital
Million euros	2014	2015	y.o.y.
Net invested capital	3,083	3,088	0.1%
Technical investment	2,034	1,920	-5.6%
Financial investment	1,279	1,313	2.7%
Goodwill	611	625	2.3%
Working capital	-840	-770	8.4%
Sonae shareholders funds	1,832	1,795	- -2.0%
Sonae net debt(1)	1,251	1,293	3.4%
Net debt / Invested capital	40.6%		41.9% 1.3 p.p.

(1) Financial netdebt + net shareholder loans.

In 2015, Sonae consolidated turnover reached €5,014 M, representing a growth of 0.8% when compared to 2014, benefiting from the positive performance of MC and SR, which has more than compensated the lower turnover of RP and IM.

Sonae underlying EBITDA stood at €331 M, corresponding to an underlying EBITDA margin of 6.6%.

Sonae EBITDA reached €393 M, equivalent to an EBITDA margin of 7.8% and including the following contributions:

• (i) underlying EBITDA, amounting to €331 M;
• (ii) equity method results of €48 M, made up of Sierra's direct results, as well as NOS contribution; and,
• (iii) non-recurrent items of €14 M, benefiting from the capital gains related to the sale and leaseback transactions completed throughout the year.

Driven by the combination of a lower average net debt and a lower cost of outstanding debt of approximately 90 bps, Sonae net financial activity improved by €20 M, registering a negative €57 M in 2015.

Sonae continued to focus on increasing the average maturity of the debt and decreasing the average interest rate of outstanding debt, which averaged 2.0% on December 31st 2015. It should be noted that Sonae financial results are only related to MC, SR, RP and IM businesses.

Sonae direct results amounted to €128 M, increasing 1.1% y.o.y., driven by the slightly lower D&A, less negative net financial activity and taxes, which more than off-set the lower EBITDA.

Sonae indirect results reached €49 M, a significant increase on a yearly basis. This benefited from the noncash movements related to the revaluation of Sierra's assets, in the amount of €40 M, carried out on December 31st 2015, as well as by NOS mark to market effect and dividends, amounting to €24 M.

Sonae shareholders' funds stood at €1,795 M in 2015, €37 M below 2014.

2 SONAE PERFORMANCE AND CAPITAL STRUCTURE

Net debt
Million euros	2014	2015	y.o.y.
Net financial debt	1,248	1,290	3.4%
MC, SR and RP	683	646	-5.3%
I M	23	15	-35.7%
Holding & other	542	629	16.0%
Sonae net debt	1,251	1,293	3.4%

Capital Structure - MC, SR and RP Net debt to EBITDA
2013	2014	2015

Capital Structure Loan-to-value (%) - Holding 2013 2014 2015 11% 14%

Sonae Capex
Million euros	2014	2015	% of Turnover
Capex	356	300	6.0%
Sonae MC	105	114	3.3%
Sonae SR	63	111	8.6%
Sonae RP	27	60	49.8%
Sonae IM	15	11	4.5%

Sonae net debt reached €1,293 M in 2015, increasing €42 M when compared to last year. Sonae's liquidity position was impacted, in 2015, by the dividends payment that occurred in May and December, amounting to €141 M, as well as by the acquisitions of Ulabox, Makenotes and Losan, totalling €47 M.

Average gearing at market value stood at 0.6x and average gearing at book value reached 0.8x. Sonae's gearing levels remained broadly stable in comparison to 2014, but show clear levels of improvement compared to previous periods.

Sonae maintains a robust capital structure, supported by low leverage, with no funding needs foreseen until the end of 2017 and an improved maturity profile.

Financial net debt of MC, SR and RP stood at €646 M in 2015, less €37 M when compared to 2014, which benefited from the cash inflow resulting from the sale and leaseback transactions completed at RP during 1H15. The net debt to EBITDA stood at 2.0x, decreasing 0.2x versus 2014 due to the lower EBITDA.

Holding net debt reached €629 M, growing 16.0% y.o.y.. Loan-to-value ratio of the holding increased to 14%, impacted by higher holding net debt due to the anticipation of dividends payment related to 2015 results.

MC Capex stood at €114 M, increasing 8.6% when compared to 2014.

SR Capex reached €111 M in 2015. It should be noted that the increase in 2015 reflects the acquisition of Losan, completed during the 4Q15.

RP Capex totalled €60 M in 2015, a value that compares with €27 M in 2014.

IM Capex reached €11 M in 2015, decreasing €4 M when compared to 2014.

3 SONAE MC RESULTS

Turnover and Underlying EBITDA – yearly performance

Yearly performance
	2012	2013	2014	2015
LfL (%)	-2.0%	1.4%	-2.1%	-1.7%
Turnover % growth	-1.4%	4.1%	1.3%	0.8%

Turnover and Und. EBITDA – quarterly performance

Quarterly performance
	1Q15	2Q15	3Q15	4Q15
LfL (%)	-1.2%	-2.4%	-2.9%	-0.2%
Turnover % growth	0.8%	0.1%	0.6%	1.8%

MC turnover stood at €3,490 M in 2015, an increase of 0.8% when compared to 2014. This turnover growth was reached through the opening of 11 Continente Bom Dia stores, 2 Continente Modelo stores and 65 Meu Super stores, the franchising model for food retail. This expansion of the store network not only benefited turnover performance but also contributed towards increasing MC's exposure to convenience stores.

MC LfL performance totalled -1.7% in 2015, backed by a strong 4Q15, during which turnover grew by 1.8% and LfL sales inverted their increasing downward trend.

MC underlying EBITDA margin stood at 6.2% in 2015, corresponding to an underlying EBITDA of €215 M.

As in previous years, the food retail market continued to be highly competitive in 2015, thus improving and reinforcing the value proposition of the business was key for MC. The company took several initiatives to improve perception levels by the costumers' community: emphasis was made in reducing the gap between perceived and real prices, in order to strengthen the leadership at this attribute, as well as increasing the quality perception of perishables, namely meat, fruit and vegetables. In addition, MC has continued to implement efficiency measures, as part of a continuous improvement programme that partially explains MC's reference EBITDA margin.

During 2015, MC reached an important number of objectives on various fronts, of which MC would like to highlight the following:

• international expansion: in 2015 the first international agreement through franchising was signed, with the Fathima Group, in order to establish Continente hypermarkets in the United Arab Emirates by 2017. At the same time, MC own brands wholesale activity continued to grow, reaching approximately 30 different countries by the end of the year;
• improvement of store concepts: MC has been carrying out important refurbishments so as to implement the "2020 hypermarket of the future" concept, with 8 out of 40 hypermarkets partially or totally renewed as of December 2015. Besides this, MC has also designed a new store concept for Continente Bom Dia stores, which has been implemented in new and refurbished stores.

4 SONAE SR RESULTS

Turnover and Underlying EBITDA – yearly performance

Turnover and Und. EBITDA – quarterly performance

Performance per geographic area

	2014	2015	y.o.y	4Q14	4Q15	y.o.y
Turnover (million €)	1,290	1,294	0.4%	376	377	0.2%
Portugal	930	917	-1.5%	278	278	0.2%
International	359	378	5.1%	99	99	0.2%
EBITDA (million €)	12	5	-55.1%	15	14	-5.4%
Portugal	48	37	-24.3%	24	22	-10.9%
International	-36	-31	13.9%	-9	-7	-20.0%
EBITDA margin (%)	0.9%		0.4% -0.5 p.p.	4.0%		3.8% -0.2 p.p.
Portugal	5.2%		4.0% -1.2 p.p.	8.8%		7.8% -1.0 p.p.
International			-10.1% -8.3% 1.8 p.p.	-9.3%		-7.4% 1.9 p.p.
LfL (%)	4.6%	-1.1%	-	-1.2%	-0.1%	-
Portugal	5.5%	-2.0%	-	-0.8%	0.3%	-
International	0.8%	2.4%	-	-3.3%	-1.7%	-

SR turnover reached €1,294 M in 2015, increasing 0.4% when compared to 2014, driven by the positive impact of the International unit, which has more than compensated for the Portuguese unit.

The International unit benefited from the performance of Worten and Sport Zone in Spain. With regard to SR Portuguese unit, turnover decreased by 1.5% in 2015, largely due to the sports and fashion division, mostly impacted by the weak Spring/Summer season in MO and Zippy and the unfavourable winter weather conditions, which affected the sector at large.

It is also worth noting, SR's sales per square metre continued improving, averaging 4.1% in 2015, particularly driven by the impact from Spanish units. New stores concepts and formats are contributing significantly to this evolution, sustaining a positive sales trend despite square metre reduction.

SR EBITDA stood at €5 M, corresponding to an EBITDA margin of 0.4%. This has benefited from improved results in the Spanish operations both at Worten and at Sport Zone, which ended 2015, registering an EBITDA breakeven (before central fees), notwithstanding the impact of the negative performance of Zippy and the consequent restructuring of this format in Spain. In Portugal, EBITDA decreased to €37 M, driven by lower top line performance, coupled with the adverse exchange-rate effects related to raw-materials and products purchased in dollars.

Some of the most significant milestones in 2015 were:

• Worten was able to improve EBITDA in Spain. Besides the improved macroeconomic conditions in the country, the operation is recovering due to the measures adopted over the last quarters, which include the optimisation of the store network and the expansion of a new store concept, supported by an omni-channel approach;
• Zippy continued to expand its international footprint under a capital light approach. In 2015, the company entered Ecuador, Cyprus, Kurdistan, Libya, Tunisia and the Philippines, ending 2015 with 50 stores spread across 22 countries;
• the acquisition of Losan, in November 2015, a company based in Spain with a strong international presence specialised in wholesale kids wear. This acquisition will allow SR to strengthen its wholesale and supply chain competencies.

5 SONAE RP RESULTS

Turnover and Underlying EBITDA
Million euros	2014	2015	y.o.y.	4Q14	4Q15	y.o.y.
Turnover	126	121	-4.0%	32	29	-8.6%
Underlying EBITDA	116	109	-6.3%	31	26	-15.8%
Underlying EBITDA margin	92.2%	90.0%	-2.2 p.p.			97.3% 89.6% -7.7 p.p.

30%

14%

3%

47%

RP turnover decreased 4.0%, to €121 M, driven by a freehold reduction at MC, from 73% in 2014, to 62% at the end of 2015. The underlying EBITDA amounted to €109 M, corresponding to an underlying EBITDA margin of 90.0%.

Net book value of the capital invested in MC, SR and IM real estate assets amounted, at the end of 2015, to €1,047 bn. RP EBIT ROCE stood at 12%.

RP Portfolio as % of Gross Book Value

• Continente 3%3%
• Continente Modelo
• Continente Bom Dia
• Logistics & Offices
• Others
• Assets without income

As duly reported to the market, RP has been monetising its real estate assets in line with the strategy set in terms of freehold ownership. In 2015, the sale and leaseback transactions completed stood at €185 M, with an estimated capital gain of €40 M.

Already in the 1Q16, RP completed the sale and leaseback transaction of 12 food retail assets located in Portugal amounting to €164 M with an estimated capital gain of €40 M. Additionally it was also announced the sale and leaseback transaction of 3 Worten stores in Spain, totalling 26.8 million euros.

Following these transactions, MC's freehold reached 55%, corresponding to a portfolio that includes 23 Continente stores, 65 Continente Modelo stores and 16 Continente Bom Dia stores, while SR's freehold decreased to 23%.

On October 29th 2015, following the granting of a licence, from Banco de Portugal, to operate as an electronic money and payment institution, Sonae launched the 'Cartão Universo', an innovative open loop payment and loyalty card that combines new payment solutions with new loyalty features.

Less than 3 months after launching it, the number of cards has reached 200 thousand, exceeding our highest expectations and becoming a point of reference amongst the payment methods available in Portugal.

6 SONAE IM RESULTS

IM portfolio
Technology
WeDo Technologies	Bizdirect
Saphety	S21Sec
Movvo
Partnerships
MDS	Tlantic
Maxmat	Público

Turnover and underlying EBITDA
Million euros	2014	2015	y.o.y.	4Q14	4Q15	y.o.y.
Turnover	252	249	-1.1%	66	62	-5.8%
Underlying EBITDA	19	16	-14.3%	8	7	-7.0%
Underlying EBITDA margin	7.5%		6.5% -1.0 p.p.			11.6% 11.5% -0.1 p.p.

Turnover and Underlying EBITDA – yearly performance

IM turnover reached €249 M, decreasing 1.1% when compared to 2014. IM underlying EBITDA amounted to €16 M, which translates into an underlying EBITDA margin of 6.5%.

Some of the most important milestones of IM in 2015 are:

• WeDo Technologies: during the year Frost & Sullivan proclaimed WeDo Technologies as the worldwide leader in the area of Financial Assurance (comprising of Revenue Assurance, Fraud Management and Margin Assurance) and Analysys Mason as the worldwide market leader in the Telecom Revenue Assurance and Fraud Management software space;
• S21Sec: continued to consolidate its presence in the cybersecurity market. The company was amongst the first companies in the world to identify Dridex (a banking malware) and to understand its sophisticated nature. This has become a key element in collaborating with Law Enforcement Agencies such as Europol, NCA, Guardia Civil and the FBI. Beyond the Law Enforcement community, S21sec has also been supporting the financial community.;
• Saphety: recorded significant improvements in revenues and profitability in 2015, coupled with good commercial activity. International expansion continued to grow and international revenues represented more than 30% of total revenues in 2015;
• Bizdirect: increased the number of projects delivered and increased turnover by 8.7% in 2015;
• Movvo: continued its internationalisation efforts and reached important goals in the UK and Asia.

In relation to IM partnerships, MDS was able to increase EBITDA despite the unfavourable currency exchange effects and Maxmat increased both turnover and EBITDA in 2015. Tlantic turnover was below last year's, on the back of a challenging fourth quarter and the company's refocus is on the new product designed for small and medium-sized enterprises. Additionally, IM completed the sale of its 100% position in GeoStar to Springwater Tourism in October 2015.

7 SONAE SIERRA RESULTS

Operational indicators
	2014	2015	y.o.y.
Footfall (million visitors)	440	433	-1.6%
Europe & New Markets	329	326	-0.8%
Brazil	111	107	-3.7%
Ocuppancy rate (%)	95.5%		95.2% -0.3 p.p.
Europe	95.7%	96.1%	0.5 p.p.
Brazil	95.1%		92.6% -2.5 p.p.
Like-for-Like (LfL) tenant sales
Europe	3.3%	3.1%	-
Brazil (local currency)	8.4%	2.8%	-
Tenant sales (million euros)	4,617	4,501	-2.5%
Europe (million euros)	3,119	3,182	2.0%
Brazil (million euros)	1,498	1,319	-11.9%
Brazil (million reais)	4,673	4,806	2.8%
Nº of shopping centres owned/co owned (EOP)	46	45	-1
Europe	36	35	-1
Brazil	10	10	0
GLA under Management ('000 sqm)	2,307	2,273	-1.5%
Europe & New Markets	1,788	1,742	-2.6%
Brazil	519	531	2.3%

Financial indicators
Million euros	2014	2015	y.o.y.			4Q14 4Q15 y.o.y.
Turnover	226	226	0.0%	62	64	2.7%
EBIT	106	105	-1.0%	30	29	-2.9%
EBIT margin	47.0%	46.6%	-0.4 p.p. 47.7%		44.9%	-2.8 p.p.
Direct results	53	61	15.7%	17		19 11.8%
Indirect results	44	81	85.0%	20		28 42.2%
Net results	96	142	47.1%	37		47 28.3%
… attributable to Sonae	48	71	47.1%	18		23 28.3%

(1) Includes investment properties at open market value and development properties at cost.

During 2015, tenant sales in Europe increased 2.0%, to €3,182 M, corresponding to an increase in LfL tenant sales of 3.1% and reinforcing the positive performance delivered throughout 2015. The tenant sales in Brazil increased 2.8% in reais, decreasing 11.9% in euros, entirely due to the depreciation of the Brazilian Real.

Occupancy rates stood at 95.2%, slightly below the level registered in 2014, completely driven by the operation in Brazil, a consequence of the current deceleration in private consumption, notwithstanding the positive performance of the more recent shopping malls.

Sierra's turnover reached €226 M, posting a neutral evolution when compared to 2014, despite the adverse exchange rate effect concerning the Brazilian Real against the Euro and the adverse effect of disposals. The EBIT stood at €105 M, less 1.0% y.o.y., corresponding to an EBIT margin of 46.6%.

Direct results amounted to €61 M, €8 M above 2014 and indirect results almost doubled, totalling €81 M and benefitting from the assets valuation which occurred in 2015. On average, the yields compression continued to benefit Sierra's indirect results, particularly in Iberia. Net results totalled €142 M, growing 47.1% y.o.y..

On 31 st December 2015, the Investment and Development Properties attributable to Sierra reached €2,128 bn, €48 M above the 2014 year-end, driven by the investment in the pipeline of projects under development, as the increase in the valuations in Europe was totally offset by the adverse exchange rate effect in the Brazilian portfolio and the disposals of Torre Colombo Ocidente and Zubiarte. Sierra currently has a significant number of projects under development, of which we would like to highlight the following: the shopping centre Parklake, in Romania, which has more than 93% of its GLA already let and/or committed and is scheduled to be inaugurated in 2016; the development of the shopping centre Zenata, in Morocco, and the Designer Outlet, in Spain, both scheduled to be inaugurated in 2017; and the first investment in Colombia, through the acquisition of a site in Cucuta.

NAV (Net Asset Value) reached €1,180 bn at the end of 2015, €65 M above December 2014, impacted by the adverse exchange rate effect on the Brazilian assets, which partially off-set the strong net results of the period.

Loan-to-value reached 40% in 2015, compared to a value of 42% in 2014 and 44% in 2013.

8 NOS RESULTS

Financial Indicators
Million euros	2014	2015	y.o.y.	4Q14	4Q15	y.o.y.
Operating revenues	1,384	1,444	4.4%	354	376	6.4%
EBITDA	511	533	4.4%	114	123	8.6%
EBITDA margin		36.9% 36.9% 0.0 p.p.			32.1% 32.7% 0.7 p.p.
Net results	75	83	10.7%	12	9	-25.1%
Capex	374	408	9.0%	143	114	-20.2%
EBITDA - Capex	136	125	-8.2%	-29	10	-
Recurrent Capex	276	297	7.8%	83	80	-4.1%
EBITDA-Recurrent Capex	235	236	0.5%	30	44	43.4%

Operational Indicators
('000)	2014	2015	y.o.y.	4Q14	4Q15	y.o.y.
Total RGUs (Net adds)	398	833	109.6%	165	187	12.8%
Convergent RGUs (Net adds)	1,641		1,000 -39.0%	366	189	-48.4%
Mobile (Net adds)	400	480	20.0%	107	98	-8.8%
Pay TV (Net adds)	-41	67	-	7	22	-
Total RGUs	7,611	8,444	10.9%	7,611	8,444	10.9%
Convergent RGUs	1,853	2,854	54.0%	1,853	2,854	54.0%
Convergent customers	385	591	53.6%	385	591	53.6%
ARPU/Unique subscriber with fixed access (euros)	38	42	10.8%	40	43	7.8%

NOS published its results on February 29th 2016, which are available at www.nos.pt.

The operating revenues increased 4.4% y.o.y to €1,444 M, in 2015. It should be noted that operating revenues increasing y.o.y. trend accelerated throughout the year, to 6.4% in the 4Q15, up from 2.0%, 3.2% and 5.8% y.o.y. in the 1Q15, the 2Q15 and the 3Q15 respectively.

EBITDA registered €533 M, improving 4.4% when compared to 2014 and benefiting from the 8.6% y.o.y. growth registered in the 4Q15.

CAPEX stood at €408 M in 2015, +9.0% y.o.y., on the back of higher telco growth related investment.

NOS reached, this year, a record RGU growth across all services. Total RGUs grew by 10.9%, to 8,444 M and convergent RGUs increased to 2,854 M, +54.0% y.o.y..

ARPU continued to grow, reaching 42.3 euros in 2015, increasing 10.8% when compared to 2014.

Following the merger between Optimus and Zon, and the subsequent creation of NOS, since September 9th 2013, the day when new shares issued were listed, to December 31 st 2015, the company's market capitalisation has grown 70%, corresponding to a share price increase from €4.27 to €7.25.

The PSI20, the main Portuguese index, decreased its market capitalisation 11% in the same period.

9 CORPORATE INFORMATION

Main corporate events in the 4Q15

On October 6th 2015, Sierra announced that ParkLake, (expected to open in Romania in 2016), signed further tenant agreements reaching over 85% ¹ of its Gross Leasable Area, as such it has secured a significant percentage of tenant contracts far ahead of opening. Furthermore, the agreement for the financing of this Shopping Centre, amounting to €83 M, was signed. The lenders group includes OTP Bank PLC, OTP Bank Romania S.A. and Hypo NOE Gruppe Bank AG.

On October 27th 2015, Sonae announced that MC created an affiliation agreement with the central purchasing body IFA. IFA is a central purchasing body composed of more than 30 Spanish affiliates, which reported a combined turnover of €10 billion in 2014. With effect from January 1st 2016, this agreement will leverage joint opportunities to negotiate, purchase and develop the business in the commercial area.

On October 29th 2015, following the granting of a licence, from Banco de Portugal, to operate as an electronic money and payment institution, Sonae launched the 'Cartão Universo', an innovative open loop payment and loyalty card. This card is managed in partnership with MasterCard and BNP Paribas Personal Finance, S.A., which recognises on its balance sheet the credit granted, as well as the responsibility for risk management.

On November 19th 2015, Sonae informed the market that SR acquired Losan, a company based in Spain with a strong international presence specialised in wholesale kids wear, but also with men and women's collections. This acquisition will allow SR to strengthen its wholesale and supply chain competencies.

On December 16th 2015, Sonae announced to the market the resolutions taken at the 2015 Extraordinary Shareholders' Annual General Meeting, which include the anticipation of the distribution of the 2015 results.

Subsequent events

On January 12th 2016, Sonae announced that MC launched Continente Negócios, an e-commerce platform completely dedicated to enterprise customers. This platform will offer more than 3,000 different products both from MC own brands as well as other supplier brands, including paper, stationery, equipment and technology, furniture or hygiene and cleanliness products.

On February 1st 2016, Sonae announced that RP made a sale and leaseback transaction of 12 food retail assets located in Portugal, with an estimated net book value of €114 M. The transaction amounted to €164 M.

On March 1st 2016, Sonae announced that RP made a sale and leaseback transaction of 3 Worten stores in Spain. This transaction totaled €27 M and was related to assets with an estimated net book value of €17 M.

On March 7th 2016, Sierra announced the sale of 25% of its stake in the Sierra Portugal Fund, to Madison International Realty. Following this transaction, Sierra retains a 22.5% stake in the Fund and will continue to manage both the Fund and the individual assets within it.

¹ 93% as of 31 December 2015.

10 OUTLOOK AND DIVIDEND PROPOSAL

Outlook for 2016

The changes implemented in the organisational structure, aimed at having more focused and agile teams, will continue to support the execution of our portfolio strategy throughout 2016.

MC will be dedicated to defending its leadership position in the Portuguese market by reinforcing the winning attributes of its formats mostly in terms of price and range. MC believes that there are the necessary conditions to maintain the positive trend in sales evolution and to keep a comfortable level of profitability.

SR will continue its internationalisation efforts, following its strategic guidelines. In electronics, both in Portugal and in Spain, the company will pursue the omni-channel approach for well-located stores, which will help to drive the trends already witnessed throughout 2015. The sports and fashion division will continue to reinforce their competitive positions particularly with the renewed store concepts. The recent acquisition of Losan, besides improving the division's supply chain competencies, will have a positive contribution to the wholesale business.

Sierra will continue to follow the strategy of greater exposure to new development opportunities, asset valuation and provision of services to third parties. Moreover, it is expected to continue presenting a solid operating performance, an achievement that clearly reflects the quality of our assets, which is also expected to be reflected in further yield compression especially for the Iberian market.

At NOS, the results reached in 2015 are a strong indication that the company will continue to reinforce its competitive position in the Portuguese telecommunications market.

Distribution of dividends

Dividends related to 2015 results were paid on December 29th 2015, following approval at the Extraordinary General Meeting held on December 16th 2015. The gross dividend per share stood at 0.0385 euros, 5% above the dividend per share related to 2014 results.

This dividend corresponded to a dividend yield of 3.5%, based on the adjusted² closing price as at December 31st 2015, and to a payout ratio of 60.1% of the consolidated direct income attributable to equity holders of Sonae.

² Closing price + gross dividend per share.

11 ADDITIONAL INFORMATION

Methodological notes

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.
Direct results	Results excluding contributions to indirect results.
(Direct) EBIT	Direct EBT - financial results.
EBITDA	Underlying EBITDA + equity method results (Sonae Sierra direct results and ZOPT net results) + non recurrent items.
EBITDA margin	EBITDA / turnover.
(Direct) EBT	Direct results before non-controlling interests and taxes.
E&A (Eliminations & adjustments)	Intra-groups + consolidation adjustments + contributions from other companies not included in the identified segments.
EoP	End of period.
Free Cash Flow (FCF)	EBITDA - CAPEX - change in working capital - financial results - income taxes.
Financial net debt	Total net debt excluding shareholders' loans.
FMCG	Fast-Moving Consumer Goods.
Gearing (book value)	The average of the last four quarters considering, for each quarter, total net debt (EoP) / total shareholders' funds (EoP).
Gearing (market value)	The average of the last four quarters considering, for each quarter, total net debt (EoP) / equity value considering the closing price of Sonae shares on the last day of each quarter.
GLA	Gross Lettable Area: equivalent to the total area available to be rented in the shopping centres.
Indirect results	Includes Sonae 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 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 (v) other non-relevant issues.
Investment properties	Shopping centres in operation owned and co-owned by Sonae Sierra.
Liquidity	Cash & equivalents + current investments, excluding the 2.14% participation at NOS.

Like for Like sales (LfL)	Sales made by 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 / investment portfolio gross asset value; gross asset value based on market multiples, real estate NAV and market capitalisation for listed companies.
Loan to value (LTV) - Shopping Centres	Net debt / (investment properties + properties under development).
LTM	Last twelve months.
Net asset value (NAV)	Open market value attributable to Sonae Sierra - net debt - minorities + deferred tax liabilities.
Net debt	Bonds + bank loans + other loans + financial leases + shareholder loans - cash, bank deposits, current investments, excluding the 2.14% participation at NOS, and other long-term financial applications.
Net invested capital	Total net debt + total shareholders' funds.
Other income	Dividends.
Other loans	Bonds, leasing and derivatives.
Open market value (OMV)	Fair value of properties in operation and under development (100%), provided by independent international entities.
Return on Invested Capital (RoIC)	EBIT (LTM) / net invested capital.
Return on equity (ROE)	Total net income n (equity holders) / shareholders' funds n-1 (equity holders).
RGU	Revenue generating unit.
Technical investment	Tangible assets + intangible assets + other fixed assets - depreciations and amortisations.
Underlying EBITDA	Recurrent EBITDA from the businesses consolidated using the full consolidation method

Sonae Consolidated Profit and Loss Account

Consolidated profit and loss account
Million euros	2014	2015	y.o.y.	4Q14	4Q15	y.o.y.
Turnover	4,974	5,014	0.8%	1,364	1,375	0.8%
Underlying EBITDA	380	331	-13.0%	120	105	-12.9%
Underlying EBITDA margin	7.6%	6.6%	-1.0 p.p.	8.8%	7.6%	-1.2 p.p.
EBITDA	417	393	-5.8%	124	101	-18.4%
EBITDA margin	8.4%	7.8%	-0.6 p.p.	9.1%	7.3%	-1.7 p.p.
Depreciations & amortisations (1)	-189	-187	1.0%	-57	-52	8.7%
EBIT	228	206	-9.9%	67	49	-26.7%
Net financial activity	-77	-57	26.1%	-19	-5	72.9%
Other items (2)	0	0	-	0	0	-
EBT	151	149	-1.6%	47	44	-7.4%
Taxes	-25	-21	15.2%	-13	-17	-37.8%
Direct results	127	128	1.1%	35	26	-23.7%
Indirect results (3)	19	49	158.9%	14	5	-65.4%
Net income	146	177	21.5%	48	31	-35.6%
Minority interests	-2	-1	-	0	2	-
Net income group share	144	175	21.9%	49	33	-32.3%
(1) Includes provisions, impairments, reversion o f impairments; (2) dividends; (3) Includes: (i) Sonae's Sierra indirect income contribution; (ii) NOS mark to market effect; (iii) other asset provisions for possible future liabilities in non-core and/or discontinued operations and (iv) non

NOS mark to market effect; (iii) other asset provisions for possible future liabilities in non-core and/or discontinued operations and (iv) noncash impairments for operational assets.

Sonae Consolidated Statement of Financial Position

Consolidated statement of financial position
Million euros	2014 (1)	2015	y.o.y.
TOTAL ASSETS	5,557	5,225	-6.0%
Non current assets	3,997	3,884	-2.8%
Tangible and intangible assets	2,033	1,788	-12.1%
Assets available for sale	0	131	-
Goodwill	611	625	2.3%
Investment properties	1	1	-4.2%
Other investments	1,233	1,244	0.9%
Deferred tax assets	90	64	-29.0%
Others	29	32	8.6%
Current assets	1,560	1,341	-14.1%
Stocks	603	635	5.3%
Trade debtors	80	97	21.4%
Liquidity	589	283	-52.0%
Others	289	326	13.0%-
SHAREHOLDERS' FUNDS	1,832	1,795	-2.0%
Equity holders	1,672	1,658	-0.8%
Attributable to minority interests	160	136	-14.9%
LIABILITIES	3,725	3,430	-7.9%
Non-current liabilities	1,082	1,420	31.3%
Bank loans	284	566	99.2%
Other loans	623	707	13.5%
Deferred tax liabilities	94	73	-22.9%
Provisions	36	39	6.4%
Others	44	36	-18.2%
Current liabilities	2,643	2,009	-24.0%
Bank loans	114	259	127.1%
Other loans	832	56	-93.3%
Trade creditors	1,151	1,162	0.9%
Others	545	533	-2.2%
SHAREHOLDERS' FUNDS + LIABILITIES	5,557	5,225	-6.0%
(1) Under the Special Regime o f Debt Adjustments to the Fiscal Authorities and Social Security (Decree Law No. 248-A/2002 and Decree Law No. 151-A/2013) , Sonae voluntarily made payments to the State relating to additional tax assessments o f previous years, for

• 0 - 0 Law No. 151-A/2013) , Sonae voluntarily made payments to the State relating to additional tax assessments o f previous years, for which, a t the time of such payments, Sonae had already brought the corresponding judicial appeals, lying processes running under the relevant courts. These payments were recognized i n assets, according to "IAS ¹² - Income Taxes". However, during the verification process o f the ²⁰¹² accounts, CMVM disagreed with the interpretation o f Sonae and requested the

retrospective correction of the financial statements, arguing that the payments made in respect o f other taxes than income tax should be considered as contingent assets. While not agreeing with the position o f CMVM, Sonae made the restatement o f financial statements. The impact o f this change is nil in the income statement and immaterial i n the statement o f financial position.

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.

Report available at Sonae's institutional website www.sonae.pt

Media and Investor Contacts

Patrícia Vieira Pinto Head of Investor Relations pavpinto@sonae.pt Tel.: + 351 22 010 4794

Catarina Oliveira Fernandes Head of Communications, Brand and Corporate Responsibility catarina.fernandes@sonae.pt Tel: + 351 22 010 4775

Rita Barrocas External Communication rfbarrocas@sonae.pt Tel: + 351 22 010 4745

Sonae Lugar do Espido Via Norte 4471-909 Maia Portugal Tel.: +351 22 948 7522

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