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Sonae SGPS

Investor Presentation May 31, 2022

1901_10-q_2022-05-31_0d1ea2a5-26d6-4173-860f-8f2862940659.pdf

Investor Presentation

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Shaping tomorrow, today

Maia, 17th May 2022

1Q22 Highlights

Key Performance Indicators

  • NAV at the end of the 1Q22 stood at €4.1bn, €65m above YE21.
  • Consolidated turnover increased by 5% yoy to €1.7bn, mainly fuelled by MC and Zeitreel. NOS and ISRG registered once again solid and improved performances.
  • EBITDA reached €149m, a +17% yoy growth, driven by both underlying EBITDA and the strong recovery of all equity accounted businesses, despite the significant yoy increase in energy costs which amounted to circa €20m.
  • Sonae's net result (group share) significantly surpassed last year's level, reaching €42m.
  • €627m of cash flow generated in the last 12 months, once again supported by the solid operational results of all businesses combined with the value-accretive portfolio management operations in the period.
  • Net debt decreased yoy almost €600m to €931m, as the cost of debt remained low (less than 1%) and the average maturity profile improved to almost 5 years.

Portfolio Management Activity

  • Sonae acquired an additional 10% stake in Sierra for €83.5m following the put option exercise by Grosvenor. This transaction had an implicit discount of c.10% over Sierra's NAV at the end of 2021. Sonae now holds 90% of Sierra.
  • Bright Pixel also continued to actively manage its portfolio with two exits representing c.€40m of cash realized and two new minority investments completed.

CEO letter

3

Sonae had a great start to 2022. As our businesses continued to succeed in their respective markets, the group maintained a steady growth path, with improved levels of profitability, which ultimately led to a more valuable portfolio.

In the first quarter of the year, Sonae was able to deliver a very positive set of results with a top line growth of 5% yoy to €1.7 billion, and an EBITDA increase of 17% yoy to €149m. Our consolidated performance, together with our active portfolio management activity, generated €627m of free cash flow over the last 12 months, implying a significant net debt decrease of approximately €600m. Our portfolio of investments continued to increase in value, with NAV reaching €4.1bn, €65m above the 2021 year-end figure. These results were accomplished in a very challenging context, marked by the Russian invasion of Ukraine. Although Sonae has no direct material exposure to these countries, our businesses have already felt the indirect ripples of this conflict, namely from higher energy prices, overall inflation and supply chain constraints, but have been able to fend off these headwinds.

I would like to thank our employees for their continuous efforts and ability to overcome new challenges. As we are witnessing an increasingly volatile relationship between companies and employees around the World, I am delighted to see that our people are proud of Sonae's values and ethical standards and feel motivated to develop their careers with us. I would also like to express my gratitude to all other stakeholders, including our shareholders to whom we distributed a dividend of 5.11 euro cents per share on May 17th, corresponding to a 5% yoy increase and a dividend yield of 5.1%1 , as approved in our Shareholders' Meeting.

Going forward, we will remain focused on serving our customers across all markets and on future-proofing our portfolio of investments. Regardless of how the global economy and financial markets evolve, our group of companies, solid financial situation and skilful teams position us well to manage through this cycle of uncertainty, continue to reinforce our competitive positions and capture the opportunities that lie ahead.

Cláudia Azevedo, CEO

1 Considering the share price at year-end 2021.

Overview

Key Data

€m 31.03.21 30.06.21 30.09.21 31.12.21 31.03.22
NAV 3,868 3,695 3,967 4,015 4,080
Market capitalization 1,557 1,600 1,817 2,006 2,084
Net Debt 1,519 1,496 857 563 931
€m 1Q21 2Q21 3Q21 4Q21 1Q22
Turnover 1,608 1,614 1,792 2,009 1,690
Underlying EBITDA 110 136 169 187 121
Direct Result -1 55 115 88 42
Net result group share 1 62 96 109 42
Sale of assets 5 39 606 14 35
M&A capex -85 -6 -82 -22 -110
Free cash flow before dividends paid -324 -5 715 295 -378
Dividends paid 0 -96 0 0 0
1Y 3Y 5Y 10Y
Total Shareholder return* 42% 11% 7% 14%
*
Source: Bloomberg.

Sonae's NAV is based on market references, such as trading multiples of comparable peers, external valuations, funding rounds and market capitalisations. Valuations methods and details per business unit are available in Sonae's Investor Kit at www.sonae.pt.

Sonae's NAV amounted to €4.1bn at the end of the 1Q22, slightly above (+1.6%) the figure at the end of 2021.

During the last 3 months, Sonae acquired an additional 10% of Sierra for €83.5m, now holding 90% of the company and Bright Pixel sold its stakes in SafetyPay and ciValue with a total cash realized of c.€40m. Considering the last 12 months, Sonae had a very active portfolio management activity, namely the sale of 24.99% of MC to CVC funds for €528m, the acquisition of 95.4% of Gosh Food, a reference UK player in the plant-based food sector, the sale of MC's 50% stake in Maxmat and the agreement reached by Universo to sell its 50% stake in MDS for €100m (which conclusion is pending required regulatory approvals).

In terms of operational performance and given the demanding comparable of the 1Q21 with a pandemic context and a lockdown in Portugal, consolidated turnover delivered a solid and positive performance with a 5% yoy increase to €1.7bn. 1Q22 underlying EBITDA improved 10% yoy to €121m, mainly anchored by the recovery of our fashion business. This positive operational performance, coupled with the continued recovery of our equity accounted businesses, as well as some capital gains from portfolio transactions, led to a Direct result of €42m at the end of the 1Q22, well above last year figure. Indirect result stood at €9m and Sonae's Net result (group share) reached €42m, showing a significant improvement versus 1Q21.

NAV detail

Company (€m) Ownership 31.12.21 31.03.22 Var. Major drivers
MC 75% 1,870 1,892 1.2% Higher earnings and lower average net debt
Worten 100% 244 216 -11.7% Lower multiples and earnings
Zeitreel 100% 124 120 -3.2% Higher earnings but lower multiples
Sierra 90% 740 875 18.2% Increased stake and higher INREV NAV
ISRG 30% 213 192 -10.0% Higher earnings but lower multiples
Universo 100% 51 52 2.2% Slighty higher multiples
Bright Pixel 90% 356 340 -4.2% Higher NAV and sale of assets
NOS 32% 538 584 8.6% Higher share price
Other investments (1) 175 175 0.0%
Holding Real Estate 176 180 2.2%
Holding Structure -131 -141 -7.2%
Holding Net Debt (2) -318 -383 -20.6%
Minorities -23 -22 3.9%
Total 4,015 4,080 1.6%

(1) Other investments include Gosh and MDS (transaction to be completed). (2) Normalized average net debt.

In terms of operational cash flow, Sonae's portfolio generated €90m over the last 12 months, a significant yoy reduction related to a change in the retail working capital given the later Easter period in 2022 that resulted in a higher inventory level at the end of the 1Q22, and the increase of the operational investment activity at our businesses.

In what regards the portfolio management activity, Sonae invested €220m and received €693m of cash proceeds from asset sales mainly related with the minority stake sale in MC and the sale of the 50% stake in Maxmat. During the last three months, the most relevant portfolio movement was the acquisition of the 10% stake in Sierra for €83.5m.

All in all, Sonae's FCF (before dividends paid) in the last 12

months stood at €627m, which after the dividend payment, led to an almost €600m decrease in the consolidated net debt, to €931m at the end of the 1Q22. The group's capital structure remains robust with very comfortable leverage ratios and liquidity levels. At the end of 1Q22, Sonae held c.€1,150m of available liquidity (cash and available credit facilities), maintained a low cost of debt (less than 1.0%), improved the debt maturity profile to almost 5 years and reached 65% of the total long-term facilities linked to sustainable, green or ESG performance.

€m L12M
March
21
L12M
March
22
var.
EBITDA (inc. rents and taxes) 409 410 0.4%
Working cap. and others 45 -24 -
Operational capex -250 -296 -18.7%
Operational cash flow 204 90 -56.1%
Net financial activity -30 -28 5.4%
M&A capex -317 -220 30.7%
Sale of assets 71 693 -
Dividends received 8 91 -
FCF bef. dividends paid -64 627 -

Portfolio Performance

1. Fully consolidated companies

The first quarter of 2022 started with good prospects as the pandemic had entered in an endemic phase. However, since mid-February the conflict in Ukraine has been hampering consumer confidence and bringing some additional challenges to each business of our portfolio. It should be noted that, for comparison purposes, the 1Q21 was characterized by a pandemic wave with severe limitations, including lockdowns in some geographies.

Turnover UnEBITDA margin
€m 1Q21 1Q22 yoy 1Q21 1Q22
MC 1,247 1,294 3.8% 8.5% 8.4%
Worten 272 261 -4.1% 6.4% 5.1%
Sierra 22 28 24.3% 13.7% 17.7%
Zeitreel 61 96 57.2% -6.5% 6.3%
Universo 5 8 75.5% -97.0% -33.0%
Bright Pixel 14 15 7.0% -0.7% -3.8%
Total 1,608 1,690 5.1% 6.8% 7.1%

MC – food retail2

Despite the challenging economic context, the unfavourable Easter calendar and the demanding comparable basis, MC delivered a solid set of results in 1Q22, continuing to gain market share on the back of strengthened customer perception levels.

Total turnover grew by 3.8% yoy with a 2.2% LfL figure, mainly fuelled by the nonfood formats which overcame prior year lockdown restrictions and captured the rebound of out-of-home consumption, as well as food inflation that reached 5% in the 1Q22. This solid performance was particularly positive given the macroeconomic and trade environment, especially since mid-February with the beginning of the war in Ukraine.

Online sales doubled versus pre-pandemic levels, reaching 3.2% of total turnover in the 1Q22, in a path of natural consolidation from the exceptional high rates over the last two years.

Capex in the period stood at €26m, slightly below the 1Q21 figure, mainly related with store network refurbishments and also new store openings that will materialize progressively along the year.

In terms of profitability, MC's positive sales performance contributed to an improved underlying EBITDA level (+1.5% yoy), with a broadly stable margin, despite being penalized by additional cost pressures of specific inputs, such as energy.

The company's financial net debt reduced by €87m when compared to 1Q21, to €466m at the end of the 1Q22, and total net debt to underlying EBITDA ratio stood at 2.9x, which continues to represent a solid capital structure.

2 For more information please see MC 1Q22 results in www.sonae.pt

Worten – electronics retail

After two consecutive years growing significantly, the electronics market in Portugal contracted in 1Q22, mainly due to the 1Q21 pandemic context, that strongly benefited the online channel and pushed for IT-related product sales, and to a milder winter, that limited demand for seasonal categories. This unfavourable electronics market context, combined with the effect of closing stores in Spain Mainland by the end of 1Q21, contributed to a top line decrease of -4.1% to €261m in the 1Q22 (contrasting with the +29.3% LfL growth reported in 1Q21).

Worten's top line performance reflects these effects, that were yet partially offset by a very positive performance of all new non-electronics product categories and service sales, such as repairs, extended warranties and insurances. Overall, despite the challenging context, Worten demonstrated the strength of its value proposition as an omnichannel player in the Iberian market, maintaining a leading market position across channels.

Regarding profitability, notwithstanding the improved margin mix, total sales erosion and operational cost increases, that were impacted by higher energy costs and the continued investment in the company digital transformation, led underlying EBITDA to contract yoy to €13m with a margin of 5.1% at the end of the 1Q22.

Sierra – real estate

For Sierra, the beginning of 2022 has showed good signs of recovery. After two challenging years following the pandemic that imposed several weeks of shopping centre closures, Sierra has been able to witness improvements across its operational key performance indicators, which continued to converge to prepandemic levels.

In fact, Sierra's European portfolio registered a higher occupancy rate of 96.9% (+0.6pp yoy) and total tenant sales increased more than 90% yoy (LfL) until the end of the 1Q22, showing a significant recovery in all countries, namely in Portugal, as in the 1Q21 shopping centres were closed during 2.5 months.

During the 1Q22 Sierra made significant progress in executing its strategy, namely by (i) signing new contracts in property and condominium management in new locations, (ii) making the first investments in the development of mixeduse assets, (iii) building a pipeline of new investment vehicles, and, (iv) reinforcing key team competences.

On a proportional accounting basis, and since the company does not appraise its assets in Q1, total Net Result reached €9.8m at the end of the 1Q22, +€6.6m when compared to 1Q21. This bottom line improvement was mainly due to the Direct result increase from €4.6m to €10.8m, fuelled by all the business areas, especially the European shopping centre portfolio.

At the end of 1Q22, Sierra's NAV, according to INREV methodology, increased 5.1% vs YE21 to €972m, mainly due to the favourable impact of the FX change variation related to the appreciation of both the Brazilian Real and the Colombian Peso, coupled with the Net Result booked in the period.

Finally, and in what concerns the company's leverage profile, Sierra's gross loan-to-value stood at 45.3% at the end of 1Q22, -0.5pp when compared to YE21, once again in line with its targets.

Zeitreel – fashion retail

For our fashion business, the 1Q22 was characterized by a clear recovery, as Zeitreel was able to return to 1Q19 sales levels, after two very difficult years for the fashion industry marked by the pandemic restrictions.

This top line performance was particularly positive considering several challenges witnessed during these initial months of 2022, notably (i) the postponement of the sales period in Portugal, coupled with still some pandemic control measures, (ii) supply chain pressure due to the strike of the Spanish professional truck drivers following the increase in the fuel price, and (iii) the significant drop in consumer confidence since the last week of February with the beginning of the war in Ukraine.

Under this challenging context, Zeitreel was able to close this 1Q with €96m of total turnover, +57% yoy when compared to 1Q21 (LfL of +88%), showing a solid recovery across all brands and key channels.

In terms of profitability, Zeitreel delivered an underlying EBITDA of €6.1m in the 1Q22, a significant improvement of €10m from 1Q21, mainly due to the top line performance.

Universo – financial services

This is the first full year after the change of Universo's business model from a commission-based to an interest-driven one. These last 12 months have showed a positive evolution in the operational activity and financial results, which will continue in the next quarters. The phase-out of the previous business model is being naturally mitigated by a positive evolution of the credit backbook.

During the 1Q22, the macroeconomic recovery, on the back of the favourable evolution of the pandemic and despite the beginning of the conflict in Ukraine, enabled Universo's production volume to increase by 23% yoy to €257m, with a positive contribution throughout several business lines, namely purchases, wire transfers, and personal loans.

The client base also continued to grow, with an increase of 96 thousand new customers vs. 1Q21, reaching c.989k at the end of 1Q22. The digital footprint also continued to be reinforced with digital clients weighing already 63% of the total customer base.

Regarding Universo's financial performance, turnover surpassed last year's results reaching €8m at the end of 1Q22 and underlying EBITDA continued to show an upward performance, with a yoy improvement of €1.8m.

Bright Pixel – investment in technology

Bright Pixel continues to be active in its portfolio management activity, namely through the (i) exit of ciValue and the cash distribution from Armilar Venture Partners, following the sale of Safetypay, representing circa €40m of cash return; and (ii) portfolio expansion with two new investments: Experify, the first platform to enable a truly authentic product review experience by connecting prospective buyers with purchasers, and Hackuity, an attack prevention cybersecurity startup.

Coupled with this portfolio activity, the company continued to invest in some companies, namely Cybersixgill, in a financing round of USD35m.

At the end of the 1Q22, cash invested in the active portfolio reached €159m and NAV stood at €378m, -4% below YE21, reflecting the asset sales in the period that more than offset the positive impact from new investments and the positive revaluation of some of its portfolio companies.

2. Equity consolidated companies

NOS – telecommunications3

NOS published its 1Q22 results on May 3rd. In the 1Q22, NOS continued its strong recovery path after the lifting of pandemic restrictions and maintained its focus on leading the 5G digital revolution in Portugal.

In the 1Q22, turnover evolved positively with a 10.6% yoy increase, fuelled by all segments: the Media & Entertainment segment grew by 71.1% yoy (in the 1Q21 movie theatres were closed), and the telecom business grew 9.0% yoy, with positive contributions from mobile subscriptions, B2B service solutions and roaming revenues due to less travel restrictions.

Regarding profitability, EBITDA increased 4.8% yoy, benefiting from the top line performance, and margin stood at 42.7%. Net income increased 35% yoy to €41m at the end of 1Q22, leading to a higher equity method contribution to Sonae's results, from €6.9m to €8.9m.

FCF (ex-dividend, financial investments and own shares) totalled €4m, mainly driven by higher capex related to the 5G deployment programme and the FttH4 network expansion. In terms of capital structure, Net financial debt/EBITDA after lease payments stood at a conservative level of 1.96x.

4 FttH – Fiber to the Home

ISRG – sports retail5

For ISRG, the L3M 21 (Nov-Jan) was another quarter of recovery from the pandemic context, after several months with strong restrictions. Over the last three months of the company's fiscal year, a better environment led to an improved performance of store sales with more than 50% of yoy growth, which, together with the contribution from the new businesses (acquired during 2021), led total sales to grow c.66% yoy to €366m. The online channel increased its contribution from 15.7% to 21.1% of total revenues, largely driven by the acquisition of Deporvillage.

In terms of profitability, EBITDA increased 8.6% yoy to €34m, mainly fuelled by the sales performance which more than offset the negative impacts in the cost base from constraints in the supply chain.

All in all, ISRG's improved performance allowed for a higher equity method contribution to Sonae's results, with a positive value in the quarter of €7m.

5 Due to calendar reporting dates of JD Sports (the main shareholder of the JV), ISRG figures for the L3M 21 ended last January 29th.

Corporate information

Main announcements in the 1Q22

January 25th

Sonae SGPS, S.A. informs on Sonae MC 2021 Trading Statement

February

Sonaecom received a gross amount of €35.2m from Armilar Ventures Funds III, following the conclusion of the sale of Safetypay to Paysafe, which was pending some regulatory approvals.

March 16th

Completion of the purchase of 10% of the share capital of Sierra held by Grosvenor Investments (Portugal) S.Àr.L, for the price of €83.5 million, which represents an implicit discount of c.10% over Sierra's NAV at the end of 2021, following the exercise by Grosvenor of its put option right. Following the completion of this transaction, Sonae now holds 90% of the share capital and voting rights in Sierra. The main impact of this transaction on the Group's consolidated financial statements will be the transfer of Reserves from "Non-Controlling Interests" to "Equity Holders of the Parent Company", since Sonae already holds a controlling shareholding in Sierra.

March 30th

Sonae and MC IT systems were hacked as it was publicly announced by Sonae and the media. The immediate and efficient response from Sonae IT teams avoided significant disruptions to our operations. Apart from the Continente online store and other customer support apps, all stores continued to operate normally. After 10 days from the incident all systems were recovered and fully operational, and further security measures were implemented to mitigate the risk of new cyberattacks in the future.

Subsequent events

April 4th

Sonae SGPS, S.A. informs on transactions by Persons Discharging Managerial responsibilities. Sonae SGPS, S.A. informs on own shares delivered to Group directors and employees.

April 28th

Sonae SGPS, S.A. informs on Resolutions taken at Sonae Shareholders Annual General Meeting. Sonae SGPS, S.A. informs about dividend payment.

May 6th

Sonae SGPS, SA informs on 2021 MC Annual Report.

May 17th

Sonaecom, a Sonae subsidiary, informed that its subsidiary Sonae Investment Management – Software and Technology, SGPS, S.A. ("Bright Pixel") reached an agreement with Thales Europe, S.A. to sell the total share capital and voting rights of Maxive – Cybersecurity, SGPS, S.A. ("Maxive"), a holding company that aggregates S21sec and Excellium. The transaction has an underlying Enterprise Value of Maxive of €120 million and is estimated to have a positive impact on the Consolidated Results of Sonaecom amounting to approximately €63 million. These amounts may vary considering the effective closing date of the transaction and the respective financial performance of Maxive until then. The completion of the transaction is still subject to the fulfilment of customary conditions and regulatory approval, being expected to occur until the end of November 2022.

Consolidated P&L

€m 1Q21 1Q22 yoy
Turnover 1,608 1,690 5.1%
Underlying EBITDA 110 121 9.7%
margin 6.8% 7.1% 0.3 p.p.
Equity method results* 16 25 53.5%
Sierra 5 10 103.6%
NOS 7 9 28.0%
ISRG 5 7 44.1%
Non-recurrent items 0 3 -
EBITDA 127 149 17.2%
margin 7.9% 8.8% 0.9 p.p.
D&A -52 -55 -4.4%
D&A - RoU -31 -32 -3.4%
Prov and imp. -19 1 -
EBIT 24 62 160.4%
Net Financial results -28 -23 17.0%
Taxes 3 3 6.0%
Direct result -1 42 -
Indirect result 4 9 106.5%
Net result 3 51 -
Non-controlling int. -3 -9 -
Net result group share 1 42 -

* Equity method results: include direct income by equity method results from Sierra statutory accounts, income related to investments consolidated by the equity method (mainly NOS/Zopt and ISRG) and discontinued operations results.

Consolidated Balance Sheet

€m 31.03.21 31.12.21 31.03.22
TOTAL ASSETS 8,107 8,317 8,293
Non current assets 6,252 6,420 6,511
Net fixed assets 2,088 2,124 2,116
Net Rights of Use 1,026 1,020 1,012
Goodwill 663 732 733
Investment properties 319 320 321
Other investments 1,755 1,831 1,919
Deferred tax assets 353 359 368
Others 47 34 42
Current assets 1,855 1,897 1,782
Stocks 617 634 649
Trade debtors 253 131 138
Liquidity 711 832 632
Others (1) 274 300 363
SHAREHOLDERS' FUNDS 2,357 3,145 3,169
Equity holders 1,992 2,541 2,631
Attributable to minority interests 365 604 537
LIABILITIES 5,751 5,172 5,124
Non-current liabilities 3,587 2,786 2,861
Bank loans 1,253 781 855
Lease liabilities 1,079 1,075 1,073
Other loans 679 317 311
Deferred tax liabilities 471 495 500
Provisions 19 21 22
Others 86 97 101
Current liabilities 2,163 2,386 2,263
Bank loans 303 226 393
Lease liabilities 105 106 103
Other loans 12 91 34
Trade creditors 1,139 1,347 1,154
Others (2) 604 616 579
SHAREHOLDERS' FUNDS + LIABILITIES 8,107 8,317 8,293

(1) includes assets classified as held for sale. (2) includes liabilities directly associated with assets classified as held for sale.

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

Aggregated online
sales
Online sales including marketplaces, considering 100% ownership of all Sonae's businesses
(fully and equity consolidated).
Capex Investments in tangible and intangible assets and investments in acquisitions. For NOS it
includes right of use.
Direct results 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.
(Direct) EBT Direct results before taxes.
EoP End of period.
Indirect results 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) –
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)
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.

CONSOLIDATED FINANCIAL STATEMENTS 1st Quarter 2022 Consolidated Financial Statements 1Q22

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2022 AND 2021 AND 31 DECEMBER 2021

(Amounts expressed in euro)

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

Notes 31 Mar 2022 31 Mar 2021 31 Dec 2021
ASSETS
NON-CURRENT ASSETS:
Property, plant and equipment 5 1,667,017,746 1,673,414,622 1,681,657,450
Intangible assets 6 449,250,113 415,009,083 442,752,572
Right of use assets 7 1,011,818,008 1,026,076,878 1,019,952,622
Investment properties 320,795,839 319,431,332 319,872,797
Goodwill 8 732,553,344 663,380,791 732,295,344
Investments in joint ventures and associates 9 1,549,826,122 1,519,770,247 1,514,650,086
Assets at fair value through profit and loss 10 181,134,619 104,409,206 164,269,283
Assets to fair value through other comprehensive income 10 172,512,891 116,160,597 137,578,854
Other investments 12 15,302,481 14,437,948 14,984,400
Deferred tax assets 11 368,433,469 352,825,144 358,580,253
Other non-current assets 42,427,844 46,893,386 33,694,609
Total Non-Current Assets 6,511,072,476 6,251,809,234 6,420,288,270
CURRENT ASSETS:
Inventories 649,189,762 617,317,414 633,566,900
Trade receivables and other current assets 389,205,395 430,064,158 333,903,265
Income tax assets 37,847,766 44,782,456 35,193,981
Other tax assets 51,836,866 51,130,245 39,176,930
Other investments 12 9,420,529 5,750,506 7,107,031
Cash and bank balances 13 622,357,290 705,362,796 825,063,052
Total Current Assets 1,759,857,608 1,854,407,575 1,874,011,159
Assets classified as held for sale 21,833,908 976,129 22,813,863
TOTAL ASSETS 8,292,763,992 8,107,192,938 8,317,113,292
EQUITY AND LIABILITIES
EQUITY:
Share capital 2,000,000,000 2,000,000,000 2,000,000,000
Own shares (88,539,491) (93,340,758) (88,539,491)
Legal reserve 281,215,564 277,452,299 281,215,564
Reserves and retained earnings - 396,360,728 (192,882,058) 80,890,373
Profit/(Loss) for the period attributable to the equity holders of the Parent Company 42,375,782 641,289 267,652,127
Equity attributable to the equity holders of the Parent Company 2,631,412,584 1,991,870,772 2,541,218,573
Equity attributable to non-controlling interests 14 537,156,236 364,753,373 604,175,944
TOTAL EQUITY 3,168,568,820 2,356,624,145 3,145,394,517
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 15 1,166,190,947 1,932,270,724 1,097,360,407
Lease liabilities 7 1,072,922,215 1,078,641,538 1,074,782,608
Other non-current liabilities 100,693,063 86,412,777 96,920,514
Deferred tax liabilities 11 499,719,105 471,201,389 495,286,636
Provisions 16 21,649,281 18,810,302 21,476,976
Total Non-Current Liabilities 2,861,174,611 3,587,336,730 2,785,827,141
CURRENT LIABILITIES:
Loans 15 427,003,704 315,711,559 317,169,593
Lease liabilities 7 103,497,641 104,717,172 106,409,731
Trade payables and other current liabilities 1,609,648,324 1,640,499,884 1,836,391,304
Income tax liabilities 27,273,744 19,201,689 20,903,844
Other tax liabilities 91,939,874 75,573,676 100,846,896
Provisions 16 3,657,274 7,528,083 4,170,266
Total Current Liabilities 2,263,020,561 2,163,232,063 2,385,891,634
TOTAL LIABILITIES 5,124,195,172 5,750,568,793 5,171,718,775
TOTAL EQUITY AND LIABILITIES 8,292,763,992 8,107,192,938 8,317,113,292

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2022 AND 2021

(Amounts expressed in euro)

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

Notes 31 Mar 2022 31 Mar 2021
Restated
Note 3
Sales 4 1,598,955,420 1,537,764,276
Services rendered 4 91,162,743 70,065,161
Gains and losses on investments (651,435) (1,165,882)
Gains and losses on investments recorded at fair value through profit and loss 10.3 13,707,143 4,128,897
Other income 17 36,459,915 34,944,071
Cost of goods sold and materials consumed (1,148,470,727) (1,119,713,720)
Changes in inventories of finished goods and work in progress 1,212,071 (724,452)
External supplies and services (198,030,005) (174,258,270)
Employee benefits expense (238,137,681) (219,723,654)
Other expenses (23,585,599) (22,493,952)
Depreciation and amortisation expenses 5,6 and 7 (87,050,277) (83,688,956)
Impairment losses 1,087,051 (9,926,434)
Provisions (153,642) (3,752,517)
Share of profit or loss of joint ventures and associates 9 26,091,348 18,818,960
Financial income 18 11,210,173 10,085,901
Financial expense 18 (34,092,984) (37,653,573)
Profit from continuing operations before tax 49,713,514 2,705,856
Income tax expense 1,415,780 782,307
Profit/(Loss) after taxation from continuing operations 51,129,294 3,488,163
Profit/(Loss) from discontinued operations after taxation - (71,665)
Consolidated profit/(Loss) for the period 51,129,294 3,416,498
Attributable to equity holders of the Parent Company:
Continuing operations 20 42,375,782 1,734,366
Discontinued operations 20 - (1,093,077)
42,375,782 641,289
Attributable to non-controlling interests:
Continuing operations 8,753,512 1,753,797
Discontinued operations - 1,021,412
8,753,512 2,775,209
Profit/(Loss) per share
Continuing operations
Basic 20 0.022204 0.000908
Diluted 20 0.022069 0.000848
Discontinued operations
Basic 20 - (0.000572)
Diluted 20 - (0.000535)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 31 MARCH 2022 AND 2021

(Amounts expressed in euro)

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

Notes 31 Mar 2022 31 Mar 2021
Restated
Note 3
Net Profit / (Loss) for the period 51,129,294 3,416,498
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations (4,306,804) 1,873,993
Share of other comprehensive income of joint ventures and associates 9 40,011,177 (10,394,275)
Changes in cash flow hedging reserve 5,716,617 3,762,330
Income tax relating to items that may be reclassified subsequently to profit or loss (407,619) (355,800)
Others 325,664 125,760
41,339,035 (4,987,992)
Items that won´t be reclassified subsequently to profit or loss:
Changes value of financial assets at fair value 10.3 13,475,814 256,808
Total other comprehensive income for the period 54,814,849 (4,731,184)
Total comprehensive income for the period 105,944,143 (1,314,686)
Attributable to:
Equity holders of parent company 93,144,203 (2,415,613)
Non controlling interests 12,799,940 1,100,927

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 31 MARCH 2022 AND 2021

(Amounts expressed in euro)

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

Rese
and
Ret
aine
d Ea
rning
rves
s
Note
s
Shar
e
Cap
ital
Own
Shar
es
Lega
l
Rese
rve
Curr
ency
Tran
slati
on R
eser
ve
Inves
tmen
ts
Fair
Valu
e Re
serv
e
Cas
h-flo
w He
dgin
g
Rese
rve
Othe
r Res
d
erve
s an
Reta
ined
Ear
ning
s
Tota
l Res
d
erve
s an
Reta
ined
Ear
ning
s
it/(L
oss)
Net
Prof
Tota
l
Non
troll
ing
con
Inter
ests
(Not
)
e 14
l Equi
Tota
ty
Attr ibut
able
to E
quity
Hold
f Pa
rent
Com
ers o
pany
Bala
t 1 J
ry 20
21
nce
as a
anua
2,00
0,00
0,00
0
(93,
)
340
,758
277,
452
,299
873
,305
(25,5
31)
69,6
643
,746
(238
)
,214
,322
(262
)
,266
,902
70,9
44,5
78
1,99
2,78
9,21
7
447
,063
,129
2,43
9,85
2,34
6
Tota
l com
preh
ensiv
e inc
for t
he p
eriod
ome
- - - 1,66
3,519
213,4
25
3,25
9,56
2
(8,19
8)
3,40
(3,05
2)
6,90
641,
289
(2,41
)
5,613
1,100
,927
(1,31
6)
4,68
App
iatio
n of
olida
ted n
et pr
ofit o
f 20
20
ropr
cons
Tran
sfer
to le
gal r
and
retai
ned
ings
eser
ves
earn
- - - - - - 70,9
44,5
78
70,9
44,5
78
(70,9
78)
44,5
- - -
Incom
e dis
tribu
tion
from
inve
stme
nt fu
nds
- - - - - - - - - - (120
,104)
(120
,104)
Oblig
ation
fulf
ield
by s
hare
ibuti
loyee
attr
on to
emp
s
- - - - - - 714,
843
714,
843
- 714,
843
11,44
9
726,
292
Varia
tion
in pe
of s
ubsid
iaries
tage
rcen
- - - - - - 1,141
,158
1,141
,158
- 1,141
,158
(83,3
33)
00,4
(82,1
75)
59,2
Othe
rs
- - - - - - (358
)
,833
(358
)
,833
- (358
)
,833
(1,59
5)
(360
)
,428
Bala
t 31
Marc
h 20
21
nce
as a
2,00
0,00
0,00
0
(93,
340
,758
)
277,
452
,299
2,53
6,82
4
(25,3
56,2
06)
3,90
3,30
8
(173
,965
,984
)
(192
,882
,058
)
641,
289
1,99
1,87
0,77
2
364
,753
,373
2,35
6,62
4,14
5
Bala
ry 20
22
t 1 J
nce
as a
anua
2,00
0,00
0,00
0
(88,
539
,491
)
281,
215,
564
(183
,979
)
(2,37
3,04
6)
13,11
2,80
0
70,3
34,5
98
80,8
90,3
73
267
,652
,127
2,54
1,218
,573
604
,944
,175
3,14
5,39
4,51
7
l com
preh
ensiv
e inc
for t
he p
eriod
Tota
ome
- - - (2,98
4)
0,45
13,4
75,8
14
3,93
0,96
4
36,3
42,0
96
50,7
68,4
21
42,3
75,7
82
93,14
4,20
3
12,79
9,94
0
105,9
44,1
43
App
iatio
n of
olida
ted n
et pr
ofit o
f 20
21
ropr
cons
Tran
sfer
to le
gal r
and
retai
ned
ings
eser
ves
earn
- - - - - - 267,
652,
127
267,
652,
127
(267
,127)
,652
- - -
Oblig
ation
fulf
ield
by s
hare
attr
ibuti
on to
loyee
emp
s
- - - - - - 548
,129
548
,129
- 548
,129
102,6
22
650,
750
Varia
tion
in pe
tage
of s
ubsid
iaries
rcen
- - - - - - (3,53
9)
9,46
(3,53
9)
9,46
- (3,53
9)
9,46
(79,9
52)
29,5
(83,4
20)
69,0
Othe
rs
- - - - - - 41,14
7
41,14
7
- 41,14
8
7,28
2
48,4
30
Bala
t 31
Marc
h 20
22
nce
as a
2,00
0,00
0,00
0
(88,
)
539
,491
281,
215,
564
(3,16
3)
4,43
11,10
2,76
8
17,0
43,7
64
371,
378
,628
396
,360
,728
42,3
75,7
82
2,63
1,412
,584
537
,156
,236
3,16
8,56
8,82
0

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2022 AND 2021

(Amounts expressed in euro)

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

Notes 31 Mar 2022 31 Mar 2021
OPERATING ACTIVITIES
Net cash generated from operating activities (1) (164,274,370) (232,394,067)
INVESTMENT ACTIVITIES
Receipts arising from:
Investments 993,908 5,299,448
Property, plant and equipment and intangible assets 5,053,836 4,769,430
Interests and similar income 789,316 788,033
Loans granted 698,258 -
Dividends 1,968,944 1,203,463
Others 33,900,149 1,706,306
43,404,411 13,766,680
Payments arising from:
Investments 21 (119,695,850) (86,034,844)
Property, plant and equipment and intangible assets (78,859,736) (64,524,719)
Loans granted (10,178,107) (677,515)
Others - (1,268,663)
(208,733,693) (152,505,741)
Net cash used in/ generated by investment activities (2) (165,329,282) (138,739,061)
FINANCING ACTIVITIES
Receipts arising from:
Loans, bonds and finance leases 16 782,866,288 1,295,624,102
782,866,288 1,295,624,102
Payments arising from:
Lease contracts (44,254,392) (41,301,944)
Loans, bonds and finance leases 16 (690,161,755) (937,448,119)
Interests and similar charges (5,584,313) (6,477,196)
Dividends - (120,104)
(740,000,460) (985,347,363)
Net cash used in financing activities (3) 42,865,828 310,276,739
Net increase (decrease) in cash and cash equivalents (4) = (1) + (2) + (3) (286,737,824) (60,856,389)
Effect of exchange rate changes on the balance of cash held in foreign currencies (289,534) (56,041)
Effect of discontinued operations - (85,275)
Cash and cash equivalents at the beginning of the period 13 822,690,051 752,173,451
Cash and cash equivalents at the end of the period 13 536,241,761 691,287,828

SONAE, SGPS, SA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2022

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

(Amounts stated in euros)

1. Introduction

SONAE, SGPS, S.A. ("Sonae Holding") has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal, and is the parent company of a group of companies. Sonae´s operations and operating segments are described in Note 4.

Shares representing the share capital of Sonae, SGPS, SA are listed on the Euronext Lisbon stock exchange. At 31 March 2022, Sonae, SGPS, S.A. is majority owned by Pareuro BV and Efanor Investimentos SGPS, S.E., the latter being the ultimate controlling company.

2. Principal accounting policies

The principal accounting policies adopted in preparing the accompanying consolidated financial statements are described below. These policies have been consistently applied in comparative periods.

2.1 Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the IFRS Interpretations Committee ("IFRIC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as from the consolidated financial statements issuance date.

Interim condensed consolidated financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting". As such, they do not include all the information to be disclosed in the annual consolidated financial statements and should therefore be read in conjunction with the consolidated financial statements for the previous year.

The accompanying condensed consolidated financial statements have been prepared from the books and accounting records of the company and subsidiaries, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for some financial instruments and properties investments which are stated at fair value.

New accounting standards and their impact in these consolidated financial statements:

Up to the date of approval of these consolidated financial statements, the European Union endorsed the following standards, interpretations, amendments and revisions some of which become mandatory during the year 2022:

Standards (new and amendments) effective as at 1
January 2022
Changes Effective date (for financial
years beginning on or after)
IAS 16 – Proceeds before intended use Prohibition of deducting the proceeds obtained from the sale of items produced during the testing phase,
to the acquisition cost of property, plant and equipment.
01 Jan 2022
IAS 37 – Onerous contract – cost of fulfilling a
contract
Clarification about the nature of the expenses to be considered in determining whether a particular
contract has become onerous.
01 Jan 2022
Annual Improvements 2018-2020 Specific amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41. 01 Jan 2022
IFRS 3 – Reference to the Conceptual framework Update to references to the Conceptual Framework and clarification on the registration of provisions and
contingent liabilities within the scope of a business combination.
01 Jan 2022

These standards were first applied by the Group in 2022, however, the impacts were not relevant in the accompanying financial statements.

The following standards, interpretations, amendments and revisions have been endorsed by the European Union, until the date of approval of these financial statements and are mandatory for future economic years:

Standards (new and amendments) that will become
effective, on or after 1 January 2023, already
endorsed by the EU
Changes Effective date (for financial
years beginning on or after)
IFRS 17 – Insurance contracts New accounting for insurance contracts, reinsurance contracts and investment contracts with
discretionary participating features.
01 Jan 2023
IFRS 17 – Insurance contracts (amendments) The amendments to IFRS 17 relate to changes in areas such as: i) scope; ii) level of aggregation of
insurance contracts; iii) recognition; iv) measurement; v) modification and derecognition; vi) presentation of
the Statement of Financial Position; vii) recognition and measurement of the Income statement; and viii)
disclosures.
01 Jan 2023
IAS 1 – Disclosure of accounting policies Disclosure requirement for material accounting policies, rather than significant accounting policies. 01 Jan 2023
IAS 8 – Disclosure of accounting estimates Definition of accounting estimate. Clarification as to the distinction between changes to accounting
policies and changes to accounting estimates.
01 Jan 2023

The following standards, interpretations, amendments and revisions were not at to the date of approval of these consolidated financial statements endorsed by the European Union:

Standards (new and amendments) that will become
effective, on or after 1 January 2023, not yet
endorsed by the EU
Changes Effective date (for financial
years beginning on or after)
IAS 1 – Presentation of financial statements –
classification of liabilities
Classification of a liability as current or non-current, depending on an entity's right to defer its payment.
New definition of "settlement" of a liability.
01 Jan 2023
IAS 12 – Deferred tax related to assets and liabilities
arising from a single transaction
Requirement to recognize deferred tax on the recognition of assets under right of use / lease liability and
provisions for decommissioning / related asset, when their initial recognition gives rise to equal amounts
of taxable temporary differences and deductible temporary differences, because of not being relevant for
tax purposes.
01 Jan 2023
IFRS 17 – Initial Application of IFRS 17 and IFRS 9 –
Comparative Information
This amendment allows to avoid temporary accounting mismatches between financial assets and
insurance contract liabilities in the comparative information presented, when first applying IFRS 17. This
amendment allows the application of a classification overlay to a financial asset for which the entity does
not restate IFRS 9 comparative information.
01 Jan 2023

The Group did not proceed with the early implementation of any of these standards in the financial statements for the year ended 31 March 2022 since their application is not mandatory, lying in the process of analyzing expected effects of those standards.

3. Restatement of consolidation income statements

Following the disposal of the remaining capital held on the companies Digitmarket Sistemas de Informação S.A. (previously held 75% by Sonae Investment Management – Software and Technology, SGPS, S.A, 15% by AITEC Capital, SGPS, S.A and 10% by Banco BPI, S.A.), and Modelo Distribuição – Materiais de Construção, S.A. (Maxmat) (previously held 50% by Sonae MC, SGPS, S.A. and 50% by Cimentos Estrada Pedra SGPS, Lda.) the countributions from these companies, on the consolidated financial statements, were presented as assets held for sale and as discontinued operations.

The restatement impact on the consolidated financial statements according to the changes described previously, for the period ended 31 March 2021 can be summarized as follows:

31 Mar 2021 Before
the restatement
Discontinued operations After
the restatement
Sales 1,571,659,532 (33,895,256) 1,537,764,276
Services rendered 69,433,284 631,877 70,065,161
Gains and losses on investments (1,165,882) - (1,165,882)
Gains and losses on investments recorded at fair value through results 4,128,897 - 4,128,897
Financial income 10,122,173 (36,272) 10,085,901
Other income 37,754,353 (2,810,282) 34,944,071
Cost of goods sold and materials consumed (1,145,538,817) 25,825,097 (1,119,713,720)
Changes in inventories of finished goods and work in progress (724,452) - (724,452)
External supplies and services (174,331,413) 73,143 (174,258,270)
Employee benefits expense (223,679,728) 3,956,074 (219,723,654)
Depreciation and amortisation expenses (84,541,074) 852,118 (83,688,956)
Impairment losses (11,589,700) 1,663,266 (9,926,434)
Provisions (4,495,611) 743,094 (3,752,517)
Financial expense (37,701,842) 48,269 (37,653,573)
Other expenses (22,728,276) 234,324 (22,493,952)
Share of profit or loss of joint ventures and associates 18,818,960 - 18,818,960
Profit/(Loss) before taxation from continuing operations 5,420,404 (2,714,548) 2,705,856
Income tax expense 157,367 624,940 782,307
Profit/(Loss) after taxation from continuing operations 5,577,771 (2,089,608) 3,488,163
Profit/(Loss) from discontinued operations after taxation (2,161,273) 2,089,608 (71,665)
Consolidated profit/(Loss) for the period 3,416,498 - 3,416,498

4. Segment information

Sonae has in its portfolio 8 business segments:

  • MC is the undisputed leader in the Portuguese food retail market (offline and online);
  • Worten is a leading omnichannel retailer of products and services, with a focus on household appliances and consumer electronics;
  • Sierra is the fully integrated operator in the real estate sector;
  • Zeitreel is the largest Portuguese fashion group (Salsa, Mo, Zippy and Losan);
  • Universo is a fast-growing digital financial services operator in Portugal;
  • Bright Pixel is an active and specialized investor with a focus on retail technology, digital infrastructure and cybersecurity;
  • NOS is the leading convergent operator in the Portuguese telecommunications market; and
  • Iberian Sports Retail Group (ISRG) is one of the largest and fastest growing Iberian sports retailers (Sprinter, SportZone, JD and Size?).

These segments were identified taking into account the following criteria/conditions: the fact that they are units of the group that develop activities where income and expenses can be separately identified, in relation to which financial information is developed separately, their operating results are regularly reviewed by management and on which it makes decisions about, for example, allocation of resources, the fact that they have similar products/services and also taking into account the quantitative threshold (as provided for in IFRS 8).

Financial information per business segment

The main operating segment information as at 31 March 2022 and 2021 can be detailed as follows:

31 Mar 2022 Turnover Depreciation and
amortisation (3)
Provisions and
impairment losses (3)
EBIT (3) Financial
results (3)
Income tax (3)
MC 1,294,352,560 (64,749,333) 550,794 42,499,849 (18,908,127) (2,437,567)
Worten 260,675,738 (8,953,521) (30,947) 53,053 (611,253) 501,588
Sierra 27,606,029 (793,716) 409,769 13,780,942 (1,051,184) (284,302)
Zeitreel 95,876,165 (8,628,661) 205,311 (4,171,308) (1,276,535) 3,073,575
Universo 7,934,210 (480,080) (347,315) (3,770,047) 73,966 1,008,288
Bright Pixel 14,542,734 (1,275,136) (57,702) 1,575,026 225,965 (374,200)
NOS - - - 8,870,529 - -
ISRG - - - 6,630,425 - -
Other, eliminations and adjustments (1) (10,869,273) (2,169,830) 61,207 (3,461,384) (1,335,643) 1,474,374
Total consolidated - Direct 1,690,118,163 (87,050,277) 791,117 62,007,085 (22,882,811) 2,961,756
31 Mar 2021 Turnover Depreciation and
amortisation (3)
Provisions and
impairment losses (3)
EBIT (3) Financial
results (3)
Income tax (3)
MC 1,246,608,670 (62,084,517) (9,231,450) 34,698,208 (20,071,682) (2,219,550)
Worten 271,864,878 (8,221,574) (3,145,176) 3,012,699 (1,293,412) (2,395,368)
Sierra 22,216,135 (759,718) (92,069) 6,908,264 (2,007,141) (26,372)
Zeitreel 60,996,226 (8,802,526) 284,652 (20,883,023) (1,587,804) 4,772,317
Universo 4,522,148 (559,995) (975,611) (5,801,740) (207,315) 1,592,233
Bright Pixel 13,586,907 (1,731,802) (61,763) (1,631,391) 192,206 339,117
NOS - - - 6,931,092 - -
ISRG - - - 4,601,780 - -
Other, eliminations and adjustments (1) (11,965,527) (1,528,824) (267,508) (4,024,875) (2,592,524) 731,757
Total consolidated - Direct 1,607,829,437 (83,688,956) (13,488,925) 23,811,014 (27,567,672) 2,794,134
31 Mar 2022 31 Mar 2021
Investment (CAPEX) Invested
capital
Finantial
net debt(2)(4)
Investment
(CAPEX)
Invested
capital
Finantial
net debt(2)(4)
MC 26,174,283 2,540,921,864 1,542,695,806 28,372,100 2,527,947,070 1,619,814,621
Worten 9,880,905 32,882,616 - 8,364,282 32,263,473 -
Sierra 11,400,046 982,554,336 38,020,301 145,760 912,223,260 38,419,078
Zeitreel 2,764,899 320,245,781 - 1,765,381 325,610,222 -
Universo 254,904 26,719,214 - 353,855 145,901,333 -
Bright Pixel 9,457,662 289,715,511 (1,904,452) 3,384,463 230,095,067 6,085,467
NOS - 799,079,106 - - 779,174,582 -
ISRG - 107,745,166 - - 88,506,898 -
Other, eliminations and adjustments (1) 107,323,727 176,379,721 528,862,820 83,305,858 16,919,097 1,037,697,654
Total consolidated 167,256,426 5,276,243,315 2,107,674,475 125,691,699 5,058,641,002 2,702,016,820

1) Includes Sonae individual accounts;

  • 2) These captions are accompanied by management in more aggregated form, and not allocated to individual operating segments identified above;
  • 3) Reconciled information in note 22;

4) Include lease liabilities.

The caption "Others, eliminations and adjustments" can be analyzed as follows:

Investment Invested capital
31 Mar 2022 31 Mar 2021 31 Mar 2022 31 Mar 2021
Inter-segment intra-groups and contributions of entities non-individualized entities as segments 23,853,129 236,614 176,379,721 77,958,408
Aquisition of an additional 10% of Sonae Sierra (Note 21) 83,470,598 82,159,275 - -
Cash settled equity swap - - - (61,039,311)
Other - 909,969 - -
107,323,727 83,305,858 176,379,721 16,919,097

All performance measures are reconciled to the financial statements in Note 22.

Glossary:

Net Invested capital = Net debt + Shareholder funds;

Net Financial Debt = Bonds + bank loans + other loans – cash – bank deposits – current investments – excluding other long-term investments + lease liabilities;

Others, eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments by do not fit in any reportable segment, i.e., companies "other" than Sonae SGPS are included in the consolidated financial statements as of 31 December 2021, on note 53;

Investments (CAPEX) = Gross investments in Property, Plant and equipment and intangible assets and investments in acquisitions.

5. Property, plant and equipment

During the three months period ended as at 31 March 2022, the movements in Property, plant and equipment as well accumulated depreciation and impairment losses are made up as follows:

Land and Buildings Plant and Machinery Vehicles Fixtures and
Fittings
Other tangible
assets
Tangible assets
in progress
Total tangible
assets
Gross assets
Opening balance as at 1 January 2022 1,387,934,876 1,777,791,777 31,165,729 188,035,777 56,614,631 33,384,003 3,474,926,793
Investment 3,376,342 1,379,031 13,059 531,342 150,549 23,751,834 29,202,157
Acquisitions of subsidiaries 10,944 96,907 - - - - 107,851
Disposals (6,792,191) (13,689,329) (213,667) (1,513,236) (437,034) (250,800) (22,896,258)
Exchange rate effect (51,982) (53,207) - 5,924 (43) - (99,309)
Transfers 388,698 26,913,897 (221,891) 2,613,724 427,389 (30,325,275) (203,462)
Closing balance as at 31 March 2022 1,384,866,686 1,792,439,074 30,743,230 189,673,531 56,755,492 26,559,762 3,481,037,773
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2022 474,800,245 1,112,288,586 21,930,901 137,669,788 46,358,128 221,695 1,793,269,343
Depreciation of the period 5,703,751 30,168,505 458,359 4,413,374 930,821 - 41,674,809
Impairment losses of the period (4,509,929) (17,379) - (1,537) (374,693) - (4,903,538)
Acquisitions of subsidiaries 1,459 76,762 - - - - 78,222
Disposals (1,310,087) (13,026,251) (209,275) (1,438,321) (432,793) - (16,416,727)
Exchange rate effect (14,231) (26,266) - 4,591 (61) - (35,967)
Transfers (2,971) 562,229 26,453 (228,896) (2,925) - 353,885
Closing balance as at 31 March 2022 474,668,237 1,130,026,186 22,206,438 140,419,000 46,478,477 221,695 1,814,020,027
Carrying amount
as at 31 March 2022 910,198,450 662,412,888 8,536,792 49,254,531 10,277,015 26,338,067 1,667,017,746

The investment includes the acquisition of assets of approximately 23.8 million euro (27 million euro in 2021), associated with the opening and remodeling of stores of Sonae retail operating segments.

6. Intangible assets

During the three months period ended 31 March 2022, the movement occurred in intangible assets and in the corresponding accumulated amortization and impairment losses, was as follows:

Patents and other
similar rights
Software Other intangible
assets
Intangible assets in
progress
Total intangible
assets
Gross Assets
Opening balance as at 1 January 2022 255,766,929 509,717,810 101,635,876 43,777,049 910,897,664
Investment 563,669 423,566 30,762 15,874,915 16,892,912
Acquisitions of subsidiaries - 55,696 2,854,856 - 2,910,552
Disposals - - - (38,309) (38,309)
Exchange rate effect - 1,620 - - 1,620
Transfers 11,278 6,609,269 (7) (6,406,507) 214,033
Closing balance as at 31 March 2022 256,341,876 516,807,961 104,521,487 53,207,148 930,878,472
Accumulated Depreciation and Impairment Losses
Opening balance as at 1 January 2022 67,214,679 341,799,904 59,130,509 - 468,145,092
Depreciation of the period 542,302 11,075,025 1,277,657 - 12,894,984
Impairment losses of the period (Note 16) 356,700 (53,194) (356,700) - (53,194)
Acquisitions of subsidiaries - 27,845 613,042 - 640,887
Exchange rate effect - 598 - - 598
Transfers - (1) (7) - (8)
Closing balance as at 31 March 2022 68,113,681 352,850,177 60,664,501 - 481,628,359
Carrying Amount
as at 31 March 2022 188,228,195 163,957,784 43,856,986 53,207,148 449,250,113

As at 31 March 2022 the Investment related to intangible assets in progress includes 13.7 million euro related to IT projects and development software. Within that amount it is included 4.7 million euro of capitalizations of personnel costs related to own work.

7. Rights of use assets

During the period of three months ended on 31 March 2022, the detail and the movement in the value of the rights of use, as well as in the respective depreciations, was as follows:

Land and Buildings Vehicles Others tangible assets Total tangible assets
Gross Assets
Opening balance as at 1 January 2022 1,550,214,375 101,204,310 3,490,847 1,654,909,532
Additions 22,883,503 2,180,578 90,309 25,154,390
Effect of foreign currency exchange differences 4,710 (2,251) - 2,459
Decreases and write-offs (15,851,916) (4,795,856) (64,106) (20,711,879)
Closing balance as at 31 March 2022 1,557,250,673 98,586,780 3,517,049 1,659,354,502
Accumulated Depreciation and Impairment Losses
Opening balance as at 1 January 2022 565,582,630 67,834,521 1,539,759 634,956,910
Depreciation of the period 26,324,888 5,998,054 157,542 32,480,484
Effect of foreign currency exchange differences 21,359 - - 21,359
Decreases and write-offs (15,610,099) (4,209,167) (64,106) (19,883,373)
Use of impairment losses (38,886) - - (38,886)
Closing balance as at 31 March 2022 576,279,892 69,623,408 1,633,194 647,536,494
Carrying Amount
as at 31 March 2022 980,970,781 28,963,372 1,883,855 1,011,818,008

Liabilities related to rights of use are recorded under non-current and current lease liabilities of 1.073 million euros and 103 million euro respectively (1.075 million euro and 106 million euro at 31 December 2021).

In the consolidated income statement, 32.5 million euro were recognized for depreciation of the period (31.8 million euro in 31 March 2021) and 18.4 million of euro of interest relating to the adjusted debt (18.8 million euro in 31 March 2021).

8. Goodwill

Goodwill is allocated to each operating segment and within each segment to each of the homogeneous groups of cash generating units as follows:

  • MC, Worten and Zeitreel - Goodwill is allocated to each operating segment, being afterwards distributed by each homogenous group of cash generating units, namely to each insignia within each segment distributed by country and each of the properties in case of operating segment MC;

  • Sierra - The value of the Goodwill of this segment is allocated to the assets held and the operation of management property; and

  • Bright Pixel - In this segment the Goodwill is mainly related to the technology business.

As at 31 March 2022 and 31 December 2021, the caption "Goodwill" was made as follows by segment and country:

31 Mar 2022
Insignia Portugal Spain United Kingdom Other countries Total
MC 486,369,406 19,440,000 - - 505,809,406
Worten 78,185,304 - - - 78,185,304
Zeitreeel 53,097,133 - - - 53,097,133
Bright Pixel 2,059,740 1,641,824 - 10,971,314 14,672,878
Sierra 18,159,949 - - - 18,159,949
Others - - 62,628,674 -
637,871,532 21,081,824 62,628,674 10,971,314 732,553,344
31 Dec 2021
Insignia Portugal Spain United Kingdom Other countries Total
MC 486,369,406 19,440,000 - - 505,809,406
Worten 78,185,304 - - - 78,185,304
Zeitreeel 53,097,133 - - - 53,097,133
Bright Pixel 2,059,740 1,641,824 - 10,971,314 14,672,878
Sierra 18,159,949 - - - 18,159,949
Others - - 62,370,674 - 62,370,674
637,871,532 21,081,824 62,370,674 10,971,314 732,295,344

9. Joint ventures and associated companies

9.1 Detail of book value of investments in joint ventures and associates

The value of investments in joint ventures and associates can be analyzed as follows:

Investments in joint ventures and associates 31 Mar 2022 31 Dec 2021
Investments in joint ventures 761,638,931 744,565,681
Investments in associates 788,187,191 770,084,405
Total 1,549,826,122 1,514,650,086

The detail per company of investments in joint ventures is as follows:

COMPANY 31 Mar 2022 31 Dec 2021
MC
Maremor Beauty & Fragances, S.L. 171,422 170,499
Sohi Meat Solutions - Distribuição de Carnes, SA 3,791,355 3,639,130
3,962,777 3,809,630
Sonae Sierra
Arrábidashopping- Centro Comercial, S.A. 26,801,738 27,555,861
Gaiashopping I- Centro Comercial, S.A. 27,259,470 28,854,515
L.C. Malheiro II, SGPS, SA 3,309,726 2,097,775
Madeirashopping- Centro Comercial, S.A. 18,077,093 19,170,362
Nova Centralidade Soc. de Desenv. Imobiliário, SA 8,005,600 -
Pantheon Plaza B.V. 2,819,998 2,845,449
Parque Atlântico Shopping - Centro Comercial, S.A. 17,302,008 17,843,797
Proyecto Cúcuta S.A.S. 2,596,669 2,430,667
SC Aegean B.V. 3,428,195 3,433,293
Sierra LM, SGPS, S.A. - 1,154,083
Via Catarina- Centro Comercial, S.A. 9,909,523 9,704,074
Visionarea - Promoção Imobiliária, S.A. 864,614 -
Others 2,183,384 2,165,619
122,558,018 117,255,495
Bright Pixel
Unipress - Centro Gráfico, Lda 508,317 492,267
508,317 492,267
NOS
ZOPT, SGPS, SA (consolidated) 634,609,819 623,008,290
634,609,819 623,008,290
Investments in joint ventures 761,638,931 744,565,681

Financial Investment in NOS

The value on the income statement related to ZOPT results from net income of NOS, the net income of ZOPT and the impact on results of the process of allocating the fair value to the assets and liabilities acquired by ZOPT.

On 31 March 2022, it was considered that the assumptions made in the impairment tests carried out in 2021 did not have significant variations.

With regard to ZOPT's financial participations in Finstar and ZAP Media (Finstar consolidated), the Board of Directors of NOS and ZOPT is certain that the patrimony seizure to Mrs. Isabel dos Santos, in the specific case of the shares held by her in Finstar and ZAP Media (where she holds 70% of the capital), does not change the control profile, in this case joint control as defined in IFRS 11.

In January 2022, the Public Prosecutor's Office (MP) with the National Asset Recovery Service of the OPG, representing the Angolan State, requested, at the Luanda District Court, i) the replacement of the current trustees of the companies Finstar and ZAP Media (current Boards of Directors of the companies) by the Ministry of Telecommunications, Information Technologies and Social Communication (MTTICS), as well as, ii) the inhibition of voting rights by Isabel dos Santos, requests that the Court granted. The Board of Directors of NOS is currently convinced - based on the statements that have been made by the new trustee, MTTICS - that the activity of the companies will continue to develop normally.

On 4 April 2020, Sonaecom was informed by its subsidiary Zopt of the communication it received from the Central Criminal Investigation Court of Lisbon ('Cort') to proceed with the preventive seizure of 26.075% of NOS share capital, corresponding to half of the shareholding in NOS held by ZOPT and, indirectly, by the companies Unitel International Holdings, BV and Kento Holding Limited, controlled by

Mrs. Isabel dos Santos. Under the terms of that communication, the foreclosed shares (134,322,268.5 shares) would be deprived of the exercise of voting rights and the right to receive dividends, the latter of which should be deposited with Caixa Geral de Depósitos, S.A. at the order of the Court. The other half of Zopt's participation in NOS share capital, corresponding to an identical percentage of 26.075% - and which, at least in line with the criterion used by the Court, embodies the 50% held in ZOPT by Sonaecom - was not subject to seizure, nor the rights inherent to it have been subject to any limitation.

On 12 June 2020, ZOPT was notified of the order issued by the Lisbon Central Criminal Investigation Court, which authorizes it to exercise the voting right corresponding to the 26.075% of NOS share capital preemptively held to the order of that Court. This notification reinforces the understanding of the Boards of Directors of ZOPT and Sonaecom, according to which the conditions of control of ZOPT over NOS are fulfilled, and that that measure will have no material effect on the control of this company.

Still in June 2020, the Investigating Judge rejected the third-party embargoes deducted by ZOPT on the grounds of incompetence of the Portuguese courts to assess and decide, a decision that, having been appealed by Zopt, was revoked by the Court of Justice. Relationship, already in 2021. In a decision dated 25.11.2021, the investigating judge dismissed the objections and maintained the preventive seizure. ZOPT appealed against this decision to the Lisbon Court of Appeal.

On 19 August 2020, Sonaecom communicated the intention of the shareholders of ZOPT (Sonaecom, Unitel International Holdings, BV and Kento Holding Limited) to liquidate the company, maintaining Sonaecom as the reference shareholder of NOS. To date, the efforts to dissolve the ZOPT have not yet been carried out.

During 2020 and 2021, ZOPT was notified of a number of court decisions concerning the ZOPT shares held by KENTO and Unitel International Holdings and the respective right to receive dividends, specifically the following: (i) preventive preservation in case no. 210/20.4TELSB, of the Central Criminal Court, Single Section, concerning 32.65% of ZOPT's share capital held by Unitel International Holdings and 124,234,675 ZOPT shares held by KENTO, with the deprivation of the exercise of voting rights and the right to receive dividends; (ii) seizure decreed in process no. 14012/20.4T8PRT , by Judge 6 of the Central Civil Court of Póvoa de Varzim, over the shares of ZOPT held by Unitel International Holdings, with all the respective rights of patrimonial nature, including the right to receive dividends; (iii) pledge decreed in process no. 7418/21.3T8LSB, by Judge 2 of the Lisbon Execution Court, of 124,234,675 ZOPT shares held by Kento in ZOPT's capital and of the dividends of those shares; (iv) preservation decreed in process no. 17561/21.3T8LSB-A, by Judge 12 of the Lisbon Central Civil Court, over the ZOPT shares held by KENTO and Unitel International Holdings and over the dividends that have not yet been distributed or that may be deliberated. In relation to the pledge, identified in (iii), ZOPT was also notified by Caixa Geral de Depósitos (CGD), as the beneficiary of the pledge of the shares held by Kento in ZOPT, stating that it was vested with the power to exercise the voting rights attached to the Shares, and all other inherent rights, and that Kento was deprived of exercising such rights without the prior express written consent of CGD. It is the understanding of the ZOPT Board of Directors that, whenever the economic value of the shares is not at stake, CGD, as a pledging creditor of Kento, should act in accordance with Kento's instructions when exercising its voting rights, which means voting in the direction defined by Kento.

Despite the facts described above considering that, no steps have yet been taken to liquidation of ZOPT, that there has been no change in the board of directors of ZOPT and that decisions on the operating

activity of the investee company continue to be taken in accordance with what was being done, we concluded that the profile of joint control over the ZOPT has not changed.

ZOPT Group provisions

The evolution in provisions occurred during the first 3 months of 2022 compared to 31 December 2021 was as follows:

Legal actions with regulators and Competition Authority ("Autoridade da Concorrência" – AdC)

NOS SA, NOS Açores and NOS Madeira brought actions for judicial review of ANACOM's decisions in respect of the payment of the Annual Fee of Activity (for 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020 and 2021) as Electronic Communications Services Networks Supplier, and furthermore the refund of the amounts that meanwhile were paid within the scope of the mentioned acts of settlement was requested. Also NOS Wholesale brought action for judicial review of ANACOM's decision in respect of payment of the Annual Fee of Activity for 2020 and 2021.

The settlement amounts are, respectively, as follows:

• NOS SA: 2009: 1,861 thousand euro, 2010: 3,808 thousand euro, 2011: 6,049 thousand euro, 2012: 6,283 thousand euro, 2013: 7,270 thousand euro, 2014: 7,426 thousand euro, 2015: 7,253 thousand euro, 2016: 8,242 thousand euro, 2017: 9,099 thousand euro, 2018: 10,303 thousand euro, 2019: 10,169 thousand euro; 2020: 10,184 thousand euro and 2021: 9,653 thousand euro.

• NOS Açores: 2009: 29 thousand euro, 2010: 60 thousand euro, 2011: 95 thousand euro, 2012: 95 thousand euro, 2013: 104 thousand euro, 2014: 107 thousand euro, 2015: 98 thousand euro, 2016: 105 thousand euro, 2017: 104 thousand euro, 2018: 111 thousand euro, 2019: 107 thousand euro, 2020: 120 thousand euro and 2021: 123 thousand euro.

• NOS Madeira: 2009: 40 thousand euro, 2010: 83 thousand euro, 2011: 130 thousand euro, 2012: 132 thousand euro, 2013: 149 thousand euro, 2014:165 thousand euro, 2015: 161 thousand euro, 2016: 177 thousand euro, 2017: 187 thousand euro, 2018: 205 thousand euro, 2019: 195 thousand euro, 2020: 202 thousand euro and 2021: 223 thousand euro.

• NOS Wholesale: 2020: 36 thousand euro and 2021: 110 thousand euro.

Tax authorities

During the course of the 2003 to 2022 financial years, some companies of the NOS Group were the subject of tax inspections for the 2001 to 2020 financial years. Following these inspections, NOS SGPS, as the controlling company of the Tax Group, and companies not covered by Tax Group, were notified of the corrections made to the Group's tax losses, to VAT and stamp tax and to make the payments related to the corrections made to the above exercises. The total amount of the notifications unpaid is about 37 million euro, added interest, and charges. These settlement notes, which totally were contested, are the respective lawsuits in progress.

Interconnection tariffs

At 31 March 2022, accounts receivable and accounts payable include 37,139,253 euros and 43,475,093 euros, respectively, resulting from a dispute between the subsidiary NOS SA and, essentially, the operator MEO – Serviços de Comunicação e Multimédia, S.A. (previously named TMN – Telecomunicações Móveis Nacionais, S.A.), in relation to the non-definition of interconnection tariffs of 2001.

The detail of Investments in Associates is as follows:

COMPANY 31 Mar 2022 31 Dec 2021
MC
Sempre a Postos - Produtos Alimentares e Utilidades, Lda 1,042,451 910,322
Sierra
Sierra European Retail Real Estate Assets Holdings, BV ("Sierra BV") 233,840,392 229,957,073
3shoppings - Holding, SGPS, S.A. 13,127,305 12,911,514
Aliansce Sonae Shopping Centers, S.A. 98,752,124 82,144,399
Area Sur Shopping, S.L. 7,760,913 7,609,420
Douro Riverside Hotel, S.A. 1,700,818 -
Fundo Investimento Imobiliário Parque Dom Pedro Shopping Center ("FIIPDPSH") 11,964,142 10,045,075
Fundo Investimento Imobiliário Shop. Parque Dom Pedro ("FIISHPDP") 114,708,124 96,256,931
Iberia Shop.C. Venture Coöperatief U.A. ("Iberia Coop") 14,544,629 14,409,364
Le Terrazze - Shopping Centre 1 Srl 6,548,230 6,444,258
Mercado Urbano – Gestão Imobiliária, S.A. 1,235,998 1,225,393
Olimpo Real Estate SOCIMI, S.A. 7,885,573 7,808,294
Olimpo Real Estate Portugal, SIGI, S.A. 2,792,364 2,747,985
Serra Shopping- Centro Comercial, S.A. 1,082,356 1,063,010
Sierra Portugal Feeder 1 2,188,395 2,167,043
Sierra Portugal Real Estate ("SPF") 21,191,003 20,949,774
Signal Alpha Republica I, S.A. 303,091 325,425
Signal Alpha Republica II, Lda. 56,545 61,658
Trivium Real Estate Socimi, S.A. 26,188,759 25,935,782
Zenata Commercial Project 2,096,153 2,117,099
Bright Pixel
Alfaros SARL - 13,970
Armilar Venture Partners - Sociedade de Capital de Risco, SA (Armilar) - 1
Fundo de Capital de Risco Armilar Venture Partners II (Armilar II) 76,883,953 76,854,017
Fundo de Capital de Risco Armilar Venture Partners III (Armilar III) 18,985,204 51,583,976
Fundo de Capital de Risco Espirito Santo Ventures Inovação e Internacionalização (AVP I+I) 15,438,111 15,362,846
Probe.ly - Soluções de Cibersegurança, Lda 114,045 108,771
Suricate Solutions - 25,997
Others 11,347 33,207
Sonae SGPS
Iberian Sports Retail Group (ISRG) 107,745,166 101,011,800
Investment in associates companies 788,187,191 770,084,405

In the period ended on 31 March 2022, the change in the value of the proportion of equity in Armilar III Fund is essentially related to the distribution of capital made following the sale of a stake held by that fund.

9.2 Movements ocurred in the period

During the period ended at 31 March 2022, movements in investments in joint ventures and associates are as follows:

31 Mar 2022
Investments in joint ventures Proportion on equity Goodwill Total
investment
Balance as at 1 January 654,215,783 90,349,898 744,565,681
Increases during the period 315,683 - 315,683
Acquisitions during the period 8,874,229 - 8,874,229
Effect in gains or losses in joint controlled 10,891,741 - 10,891,741
Distributed dividends (5,962,731) - (5,962,731)
Effect in equity capital and non-controlling interests 2,954,327 - 2,954,327
671,289,033 90,349,898 761,638,931
31 Mar 2022
Investments in associates companies Proportion on equity Goodwill Total
investment
Initial balance as at 1 January 689,792,740 80,291,665 770,084,406
Acquisitions during the period 1,714,741 - 1,714,741
Capital reduction in associated companies (33,899,479) - (33,899,479)
Effect in gains or losses in associated companies 15,199,607 - 15,199,607
Distributed dividends (1,968,933) - (1,968,933)
Effect in equity capital and non-controlling interests 37,056,850 - 37,056,850
707,895,526 80,291,665 788,339,416

The effect on equity and non-controlled interests results fundamentally from the exchange rate conversion effect of companies with a different functional currency than the euro.

10. Financial assets at fair value

10.1 Through profit or loss

The value of financial assets at fair value through profit and loss can be analysed as follows:

Statment of financial position
Company Head Office 31 Mar 2022 31 Dec 2021
MC
Insco - Insular de Hipermerc., SA Ponta Delgada 4,748,744 4,748,744
Sportessence - Sport Retail, SA Ponta Delgada 595,964 595,964
5,344,707 5,344,708
Bright Pixel
Arctic Wolf Networks, Inc Delaware 75,671,861 74,168,202
Aryaka Colorado (USA) 1,369,362 1,369,362
CelllWise Singapore 8,816,791 8,641,595
ciValue Yokneam (Israel) - 1,977,741
Citcon San Jose (USA) 4,504,100 4,414,600
Daisy Intelligence Canadá 1,193,449 1,153,213
Experify Delaware (USA) 1,171,065 -
Habit Analytics Évora 790,804 790,804
Hackuity France 3,000,000 -
Jscrambler Porto 3,828,724 3,828,724
Portainer Nova Zelândia - 441,460
Ometria, Ltd. London 21,868,865 22,016,495
Reblaze St. Louis 2,477,255 2,428,030
Replai Porto 1,800,887 1,800,887
Safebreach Israel 13,585,106 13,315,160
Sales Layer Valência 2,500,358 2,500,358
Sellforte Finland 2,500,003 2,500,003
Sixgill Ltd Israel 17,808,271 5,297,520
Taikai Porto 1,836,895 1,836,895
ViSenze Singapore 4,160,710 4,078,034
Weaveworks San Francisco (USA) 4,504,099 4,414,599
Other financial assets 2,401,305 1,950,894
175,789,912 158,924,575
Financial assets at fair value through profit or loss 181,134,619 164,269,283

10.2 Through other comprehensive income

The value of financial assets at fair value through other comprehensive income can be analysed as follows:

Statment of financial position
Company Head Office 31 Mar 2022 31 Dec 2021
Sonae
NOS SGPS, SA Lisbon 164,469,287 129,580,000
Bright Pixel
Deepfence Califórnia 2,252,050 2,207,300
Nextail Labs, SL Madrid 1,628,759 1,628,759
Iriu sRisk Saragoça 1,416,514 1,416,514
StyleSage, Inc. Delaware 1,868,807 1,868,807
Sensei Castelo Branco 405,900 405,900
Eat Tasty Vila Nova Famalicão 259,696 259,696
Other financial assets 211,878 211,877
8,043,604 7,998,854
Financial assets at fair value through other comprehensive income 172,512,891 137,578,854

10.3 Movements occurred in the period

During the year ended at 31 March 2022 and 31 December 2021, movements in investments in joint ventures are as follows:

31 mar 2022 31 Dec 2021
Investments recorded at fair value through other comprehensive income and through profit or loss
Fair value (net of impairment losses) as at 1 January 301,848,138 213,572,561
Acquisitions in the period 25,858,889 2,620,002
Disposals in the period (1,977,741) -
Increase/(decrease) in fair value through profit and loss 10,485,327 4,120,431
Increase/(decrease) in fair value through other comprehensive income 17,432,897 256,808
353,647,510 220,569,803

In the period ended 31 March 2022, the caption 'Decreases during the period' includes the sale of Bright Pixel's entire stake in CiValue for the amount of 5.3 million euro, which generated a capital gain of 3.3 million of euro. The increases during the period essentially refer to the acquisition of NOS shares, in the amount of 17.5 million euro and participation in the new Sixgill investment round, 4.2 million euro.

11. Deferred taxes

Deferred tax assets and liabilities as at 31 March 2022 and 31 December 2021 may be described as follows considering the different natures of temporary differences:

Deferred tax assets Deferred tax liabilities
31 Mar 2022 31 Dec 2021 31 Mar 2022 31 Dec 2021
Difference between fair value and acquisition cost 4,494,615 4,494,615 93,435,012 86,686,900
Temporary differences on property, plant and equipment and intangible assets 462,469 498,601 88,001,148 87,102,196
Temporary difference of negative goodwill and equity method - - 41,321,077 44,707,041
Provisions and impairment losses not accepted for tax purposes 15,474,696 16,928,014 - -
Impairment of assets - - 639,053 639,053
Valuation of hedging derivatives - 740,886 5,291,514 5,508,153
Amortisation of Goodwill for tax purposes in Spain - - 41,007,493 39,553,323
Tax losses carried forward 36,416,666 23,526,318 - -
Reinvested capital gains/losses - - 108,414 113,833
Tax Benefits 42,808,862 39,762,334 - -
Rights of use 263,526,995 263,770,237 229,243,290 230,277,839
Others 4,496,513 8,847,286 672,104 698,298
368,433,469 358,580,253 499,719,105 495,286,636

As at 31 March 2022 and 31 December 2021, the tax rate to be used in Portuguese companies, for the calculation of the deferred tax assets relating to tax losses is 21%. The tax rate to be used to calculate deferred taxes in temporary differences in Portuguese companies is 22.5% increased by the state surcharge in companies in which the expected reversal of those deferred taxes will occur when those rates will be applicable. For companies or branches located in other countries, rates applicable in each jurisdiction were used.

12. Other investments

The detail of the other investments as of 31 March 2022 and 31 December 2021 is as follows:

31 Mar 2022
Non current Current
Other investments:
Fair value (net of impairment losses) as at 1 January 14,984,400 -
Acquisitions in the period 608,139 -
Disposals in the period (443,365) -
Transfers to available for sale 153,307 -
Fair value (net of impairment losses) as at 31 March 15,302,481 -
Derivative financial instruments
Fair value as at 1 January - 7,106,548
Increase/(decrease) in fair value - 2,313,498
Fair value as at 31 March - 9,420,046
Financial instruments others
Fair value as at 1 January - 483
Fair value as at 31 March - 483
15,302,481 9,420,529

13. Cash and cash equivalents

As at 31 March 2022 and 31 December 2021, Cash and cash equivalents are as follows:

30 Mar 2022 31 Dec 2021
Cash and bank balances on the statement of financial position 622,357,290 825,063,052
Bank overdrafts (Note 15) (86,115,529) (2,373,001)
Cash and bank balances in the statement of cash flows 536,241,761 822,690,051

14. Non-controlling interest

During the period ended 31 March 2022, the movement in non-controlling interests are detailed as follows:

31 Mar 2022
MC Worten Sierra Zeitreel Bright Pixel Others Total
Opening balance as at 1 January 265,712,374 921,827 220,767,055 (1,816,156) 118,529,358 61,486 604,175,944
Delivery and attribution of shares to employees due to the extinction
of the obligation
102,622 - - - - - 102,622
Change in percentage of subsidiaries - - (77,483,247) - (2,486,996) 40,691 (79,929,552)
Change in currency translation reserve (897,471) - (424,789) - 480 (4,569) (1,326,349)
Participation in other comprehensive income (net of tax) related to
joint ventures and associated companies included in consolidation by
the equity method
- - 3,719,130 - 274,034 - 3,993,164
Changes in hedging reserves 1,328,220 - 51,393 - - - 1,379,613
Others 516 - (10,360) - 211,059 (193,932) 7,282
Profit for the period attributable to non controlling interests 4,695,248 50,526 2,048,209 91,329 1,922,565 (54,364) 8,753,512
Closing balance as at 31 December 270,941,508 972,353 148,667,391 (1,724,827) 118,450,500 (150,688) 537,156,236

The item "Change in percentage of subsidiaries" refers to the acquisition of an additional 10% of Sierra share capital for 83.47 million euro, thus the Group now owns 90% of that subsidiary.

15. Loans

As at 31 March 2022 and 31 December 2021, loans are made up as follows:

31 Mar 2022 31 Dec 2021
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans 393,415,293 854,990,165 226,101,339 780,726,925
Bonds 32,817,580 310,205,282 90,254,637 315,415,828
Other loans 770,831 995,500 813,618 1,217,654
Total loans 427,003,704 1,166,190,947 317,169,594 1,097,360,408
31 Mar 2022 31 Dec 2021
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae SGPS, SA - commercial paper 226,500,000 345,000,000 147,600,000 270,000,000
Sonae SGPS, SA 2016/2023 30,000,000 - 30,000,000 -
Sonae SGPS, SA 2020/2025
Sonae MC, SGPS, SA - commercial paper - 108,098,370 - 105,950,402
Sonae MC affiliated /2014/2023 - 50,000,000 - 50,000,000
Sonae MC / 2018/2031 - 55,000,000 - 55,000,000
Sonae MC affiliated /2020/2025 - 55,000,000 - 55,000,000
Sonae MC affiliated /2021/2028 - 20,000,000 - 20,000,000
Sonae SGPS affiliated /2019/2026 - 50,000,000 - 50,000,000
Sonae Sierra SGPS, SA - commercial paper 25,000,000 - 25,000,000 -
Sonae Sierra / 2018/2022 10,000,000 - 10,000,000 -
Sonae Sierra affiliated /2016/2026 - 36,300,000 - 36,300,000
Sonae Sierra affiliated /2015/2023 5,200,000 106,600,000 5,200,000 107,900,000
Others 11,001,821 4,703,554 6,336,240 6,396,905
307,701,821 855,701,924 224,136,240 781,547,307
Bank overdrafts (Note 14) 86,115,529 - 2,373,001 -
Up-front fees beard with the issuance of borrowings (402,058) (711,759) (407,902) (820,382)
Bank loans 393,415,293 854,990,165 226,101,339 780,726,925
31 Mar 2022
Outstanding amount
31 Dec 2021
Outstanding amount
Current Non Current Current Non Current
Bonds
Bonds ESG Sonae SGPS/ 2020/2025 8,000,000 12,000,000 8,000,000 12,000,000
Bonds Sonae MC / December 2019/2024 - 30,000,000 - 30,000,000
Bonds Sonae MC / April 2020/2027 - 95,000,000 - 95,000,000
Bonds Sonae MC / July 2020/2025 - - 50,000,000 -
Bonds Sonae MC / July 2020/2025 - - 22,500,000 -
Bonds Sonae MC ESG / December 2021/2024 - 40,000,000 -
Bonds Sonae MC ESG / December 2021/2026 - 60,000,000 -
Bonds Sonae Sierra / 2018/2025 - 50,000,000 10,000,000 30,000,000
Bonds Sonae Sierra / 2018/2023 - 25,000,000 - 25,000,000
Bonds Sonae Sierra / 2018/2023 25,000,000 - - 25,000,000
Up-front fees beard with the issuance of borrowings (182,420) (1,794,718) (245,363) (1,584,172)
Bonds 32,817,580 310,205,282 90,254,637 315,415,828
Other loans 568,899 995,935 813,618 1,218,089
Derivates 201,932 (435) - (435)
Other loans 770,831 995,500 813,618 1,217,654
427,003,704 1,166,190,947 317,169,593 1,097,360,407

It is estimated that the book value of all loans does not differ significantly from its fair value, determined based on discounted cash flows methodology.

The interest rate at 31 March 2022 on bond loans and bank loans averaged approximately 0.9% (1.1% at 31 December 2021). Most of the bond loans and variable-rate bank loans are indexed to Euribor.

The derivatives are recorded at fair value.

The loans face value, maturities and interests are as follows (including obligations under financial leases):

31 Mar 2022 31 Dec 2021
N+1 a) 427,386,250 317,822,859
N+2 307,653,489 330,746,020
N+3 121,741,709 268,243,617
N+4 65,205,042 125,365,234
N+5 446,542,063 279,887,302
After N+5 227,555,555 95,523,224
1,596,084,109 1,417,588,256

a) Includes amounts used from commercial paper programs when classified as current.

The maturities presented above were estimated according to the contractual clauses of the loans and considering Sonae's best expectation as to its amortization date.

As at 31 March 2022, there are financing operations with financial covenants whose conditions were negotiated in accordance with applicable market practices, and which at the date of this report are in regular compliance.

As at 31 March 2022, Sonae has, as detailed below, cash and bank balance equivalents in the amount of 619 million euros (825 million euros as at 31 December 2021) and available credit lines as follows:

31 Mar 2022 31 Dec 2021
Commitments of less than
one year
Commitments of more than
one year
Commitments of less than
one year
Commitments of more than
one year
Unused credit facilities
Sonae MC 126,000,000 285,000,000 94,000,000 265,000,000
Sonae Sierra 54,969,346 - 54,969,346 -
Holding & Others 6,043,447 52,115,227 109,266,276 207,161,129
187,012,793 337,115,227 258,235,622 472,161,129
Agreed credit facilities
Sonae MC 126,000,000 393,098,370 94,000,000 405,000,000
Sonae Sierra 54,969,346 - 54,969,346 -
Holding & Others 166,650,000 325,150,000 137,000,000 607,650,000
347,619,346 718,248,370 285,969,346 1,012,650,000

16. Provision and impairment losses

Movements in "Provisions and impairment losses" during the period ended 31 March 2022 are as follows:

Caption Balance as at
01 Jan 2022
Increase Decrease Changes in the scope
of consolidation
Balance as at
31 Mar 2022
Accumulated impairment losses on investments 4,546,271 - (4,256,522) 1,379,330 1,669,079
Impairment losses on property, plant and equipment (Note 5) 120,517,257 - (4,903,538) - 115,613,719
Impairment losses on intangible assets (Note 6) 34,966,077 - (53,194) - 34,912,883
Accumulated impairment losses on non-current assets - - (18,000) 18,000 -
Accumulated impairment losses on non-current assets held for sale 51,375 - - - 51,375
Accumulated impairment losses on other current debtors 27,982,415 974,035 (2,476,397) - 26,480,053
Non - current provisions 21,476,976 1,440,963 (1,268,657) - 21,649,281
Current provisions 4,170,266 659,242 (1,298,417) 126,183 3,657,274
213,710,637 3,074,240 (14,274,725) 1,523,513 204,033,664

The change in the caption "Impairment losses on tangible fixed assets" results mostly from the sale of properties for which impairment had been recognized. The "Changes in the scope of consolidation" reflects the impact of the liquidation of Losantur that occurs in early 2022.

Impairment losses are deducted from the value of the corresponding asset.

17. Other Income

The breakdown of other income for the periods ending 31 March 2022 and 2021 is as follows:

31 Mar 2022 31 Mar 2021
Restated
Supplementary income 9,896,891 10,432,719
Prompt payment discounts obtained 6,840,026 6,963,092
Foreign currency exchange gains 6,133,028 5,907,983
Own work capitalised 4,716,507 3,217,516
Rent discounts relating to pandemic impact - 3,540,361
Gains on sales of assets 5,260,086 2,613,019
Subsidies 236,153 789,507
Others 3,377,224 1,479,874
36,459,915 34,944,071

18. Net financial Expenses

As at 31 March 2022 and 2021, Net financial expenses are as follows:

31 Mar 2022 31 Mar 2021
Restated
Expenses
Interest payable
related with bank loans and overdrafts (2,582,684) (3,334,274)
related with non convertible bonds (937,323) (2,162,823)
related with operational leases (18,411,301) (18,768,514)
others (241,809) (719,303)
(22,173,117) (24,984,914)
Foreign exchange losses (9,595,506) (10,518,318)
Up front fees and commissions related to loans (1,826,120) (1,525,115)
Others (498,241) (625,226)
(34,092,984) (37,653,573)
Income
Interest receivable
others 395,041 512,883
395,041 512,883
Foreign exchange gains 8,464,623 9,567,173
Other financial income 2,350,509 5,845
11,210,173 10,085,901
NET FINANCIAL EXPENSES (22,882,811) (27,567,672)

19. Related parties

Balances and transactions with related entities can be detailed as follows:

Parent Company Jointly controlled companies Associated companies Other related parties
31 Mar 2022 31 Mar 2021 31 Mar 2022 31 Mar 2021 31 Mar 2022 31 Mar 2021 31 Mar 2022 31 Mar 2021
Sales & Services rendered 78,119 75,880 4,375,779 3,806,379 14,194,388 21,793,576 15,565,182 12,850,808
COGS and materials consumed - - 73,819,446 72,522,128 - - 538,033 920,729
External supplies and services and other expenses 120,986 96,513 4,175,749 4,093,278 999,426 1,158,648 2,253,362 2,610,643
Financial income - - 142,881 122,872 100,694 140,679 15,462 -
Financial expense - - 30,186 24,131 1,583,478 1,598,755 394 28,660
Other income - - 152,728 254,257 57,584 1,165,423 876,133 1,048,783
199,105 172,393 82,696,769 80,823,045 16,935,570 25,857,081 19,248,566 17,459,623
Parent Company Jointly controlled companies Associated companies Other related parties
31 Mar 2022 31 Dec 2021 31 Mar 2022 31 Dec 2021 31 Mar 2022 31 Dec 2021 31 Mar 2022 31 Dec 2021
Other non-current assets - - 10,892,546 1,627,900 9,144,368 9,888,743 1,178,067 1,178,067
Trade receivables 31,023 30,797 2,002,101 2,928,730 7,781,447 6,594,780 13,169,423 17,263,704
Other assets 482,311 8,270 12,361,869 6,186,738 8,619,219 4,551,254 1,951,517 1,279,971
Trade payables 1,646 - 58,876,542 69,605,733 1,411,513 1,793,596 797,136 988,412
Other liabilities 579,624 - 1,881,462 3,889,536 3,238,810 2,870,278 990,582 2,197,036
1,094,604 39,067 86,014,520 84,238,637 30,195,357 25,698,651 18,086,725 22,907,190

The related parties include subsidiaries and jointly controlled companies or associated companies of Sonae Sierra SGPS, SA, ZOPT SGPS, SA, Sonae Indústria, SGPS, SA and Sonae Capital, SGPS, SA, as well as other shareholders of subsidiaries or jointly controlled companies by Sonae, and other subsidiaries of the parent company Efanor Investimentos, SGPS, SA.

20. Earnings per share

Earnings per share for the periods ended 31 March 2022 and 2021 were calculated taking into consideration the following amounts:

31 Mar 2022 31 Mar 2021
Restated
Note 3
Continuing Operations Descontinuing Operations Continuing Operations Descontinuing Operations
Net profit
Net profit taken into consideration to calculate basic earnings per share (consolidated profit fo 42,375,782 - 1,734,366 (1,093,077)
Net profit taken into consideration to calculate diluted earnings per share 42,375,782 - 1,734,366 (1,093,077)
Number of shares
Weighted average number of shares used to calculate basic earnings per share 1,908,434,638 1,908,434,638 1,910,236,308 1,910,236,308
Effect of dilutive potential ordinary shares from convertible bonds - - 128,667,482 128,667,482
Outstanding shares related with share based payments 15,994,430 15,994,430 6,919,305 6,919,305
Shares related to performance bonus that can be bought at market price (4,304,066) (4,304,066) (1,624,905) (1,624,905)
Weighted average number of shares used to calculate diluted earnings per share 1,920,125,002 1,920,125,002 2,044,198,190 2,044,198,190
Earnings per share
Basic 0.022204 - 0.000908 (0.000572)
Diluted 0.022069 - 0.000848 (0.000535)

21. Cash payments of investments

Cash payments related to investments of the period can be detailed as follows:

Payments 31 Mar 2022 31 Mar 2021
Acquisition of SONAE SIERRA SGPS 83,470,598 82,159,275
Acquisition of Nova Centralidade Soc. de Desenv. Imobiliário, SA 8,005,600 -
Acquisition of Sixgill 4,222,262 -
Acquisition of Hackuity 3,000,000 -
Acquisition of Douro Riverside Hotel, S.A. 1,700,818 -
Acquisition of acções Experif 1,135,272 -
Acquisition of Sellforte - 2,500,003
Acquisition of Sierra Central - 120,460
Acquisition of Area Sur - 375,000
Acquisition of Secucloud - 160,791
Acquisition of Automaize - 120,000
Others 18,161,301 599,315
119,695,850 86,034,844

22. Presentation of consolidated income statements

In the Management Report, and for the purposes of calculating financial indicators as EBIT, EBITDA and Underlying EBITDA the consolidated income statement is divided between Direct Income and Indirect Income.

The Indirect Income includes the contribution of Sierra, net of taxes that result from: (i) valuation of investment properties; (ii) gains (losses) with the sale of financial investments, joint ventures or associates; (iii) impairment losses relating to non-current assets (including Goodwill) and (iv) provisions for assets at risk. Additionally and with regard to the portfolio of Sonae, it includes: (i) impairment of real estate assets for retail, (ii) decreases in Goodwill, (iii) negative Goodwill (net of taxes) related to acquisitions in the financial year, (iv) provisions (net of tax) for possible future liabilities, and impairments related to noncore investments, businesses and discontinued assets (or to be discontinued / repositioned), (v) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (vi) other irrelevant issues

The value of EBITDA, Underlying EBITDA and EBIT are calculated in the direct income component, i.e. excluding the indirect contributions.

The reconciliation between the two presentation formats for the consolidated income statement for the periods ended 31 March 2022 and 2021 can be summarized as follows:

31 Mar 2022 31 Mar 2021
Restated Note 3
Consolidated Indirect Income Direct Income Consolidated Indirect income Direct income
Turnover 1,690,118,163 - 1,690,118,163 1,607,829,437 - 1,607,829,437
Investment income
Others (651,435) - (651,435) (1,165,882) - (1,165,882)
Others income
Others 36,459,915 (688,660) 37,148,575 34,944,071 - 34,944,071
Total income 1,725,926,643 (688,660)
-
1,726,615,304 1,641,607,626 - 1,641,607,626
Total expenses (1,609,279,479) (142,292) (1,609,137,186) (1,531,554,503) - (1,531,554,503)
Depreciation and amortisation (87,050,277) - (87,050,277) (83,688,956) - (83,688,956)
Impairments of inventories - - - (4,500,000) - (4,500,000)
Gains and Losses on property, plant and equipment and
intangible assets
(234,579) - (234,579) (1,022,317) - (1,022,317)
Provisions for warranty extensions (274,382) (274,382) - (190,026) - (190,026)
Reversals of impairment losses 2,386,732 - 2,386,732 2,215,994 - 2,215,994
Reversals of provisions for warranty extensions 416,674 416,674 - 187,438 - 187,438
Others (1,595,615) - (1,595,615) (15,892,357) - (15,892,357)
Profit before financial results and results of joint
ventures and associates and non-recurrent items
30,295,718 (688,660) 30,984,379 7,162,898 - 7,162,898
Non-recurrent items 2,502,117 - 2,502,117 162,772 - 162,772
Gains and losses on investments recorded at fair value
through results
13,707,143 10,485,329 3,221,814 4,128,897 4,120,431 8,466
Financial profit/(loss) (22,882,811) - (22,882,811) (27,567,672) - (27,567,672)
Share of results of joint ventures and associated
undertakings
Associates and joint ventures of Sonae Sierra 8,925,655 (613,345) 9,539,000 (48,517,655) (296,747) (48,220,908)
Armilar Venture Funds 1,405,907 1,405,907 1,405,907 2,567,164 2,567,164
ZOPT 8,870,529 - 8,870,529 6,931,092 - 6,931,092
Others 6,889,258 - 5,483,351 57,838,360 - 57,838,360
Profit before income tax 49,713,514 10,589,231 39,124,285 2,705,856 6,390,848 (3,684,991)
Income Tax 1,415,780 (1,545,976) 2,961,756 782,307 (2,011,827) 2,794,134
Profit/(Loss) from continued operations 51,129,294 9,043,255 42,086,041 3,488,163 4,379,021 (890,857)
Profit/(Loss) from discontinued operations - - - (71,665) - (71,665)
Profit/(Loss) for the period 51,129,294 9,043,255 42,086,041 3,416,498 4,379,021 (962,522)
Attributable to equity holders of Sonae 42,375,782 8,843,251 33,532,531 641,289 4,149,307 (3,508,018)
Non-controlling interests 8,753,512 200,003 8,553,511 2,775,209 229,714 2,545,496
"Underlying" EBITDA (b) - - 120,699,920 - - 110,059,000
EBITDA (a) - - 148,500,823 - - 126,698,651
EBIT (c) - - 62,007,085 - - 23,811,014
  • (a) EBITDA = total direct income total direct expenses reversal of direct impairment losses + share of results in joint ventures and associated undertakings (Sierra direct results, Zopt and other participated) + provisions for extensions of guarantee + unusual results
  • (b) "Underlying" EBITDA = EBITDA effect of the equity method non-recurrent results;
  • (c) EBIT = EBT financial results dividends;
  • (d) EBT = Direct results before taxes;
  • (e) Direct income = Results excluding contributions to indirect results;
  • (f) Indirect income = Includes Sierra's results, net of taxes, arising from: (i) investment properties valuations; (ii) capital gains (losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses for non-current assets (including Goodwill) and; (iv) provision for assets at risk. Additionally and with regard to the portfolio of Sonae, it includes: (i) impairment of real estate assets for retail, (ii) decrease in goodwill, (iii) provisions (net of tax) for possible future liabilities and impairments related with non-core financial investments, businesses, discontinued assets (or be discontinued/ repositioned);(iv) valuation results based on the methodology "mark-to-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

23. Subsequent events

On 17 May 2022, Bright Pixel and remaining shareholders reached an agreement with Thales Europe, S.A. to sell the share capital and voting rights of Maxive – Cybersecurity, SGPS, S.A. The transaction has an underlying Maxive Enterprise Value of 120 million euro and is estimated to have a positive impact on the consolidated results amounting approximately to 63 million euro, amounts that may vary considering the effective closing date of transaction and the respective financial performance of Maxive and its subsidiaries until such time. The completion of the transaction is subject to the fulfilment of customary conditions for an agreement of this nature, including regulatory approval, being expected to occur until 30 November 2022.

24. Approval of financial statements

The financial statements were approved by the Board of Directors in a meeting held on 17 May 2022.

The Board of Directors,

Duarte Paulo Teixeira de Azevedo Ângelo Gabriel Ribeirinho dos Santos Paupério José Manuel Neves Adelino Margaret Lorraine Trainer Marcelo Faria de Lima Carlos António Rocha Moreira da Silva Fuencisla Clemares Philippe Cyriel Elodie Haspeslagh Maria Cláudia Teixeira de Azevedo João Pedro Magalhães da Silva Torres Dolores

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 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.

Media and Investor Contacts

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

Maria João Oliveira External Communication [email protected] +351 22 010 4747

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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