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Sonae SGPS

Investor Presentation May 28, 2021

1901_10-q_2021-05-28_6cda074f-0465-4b75-98b1-78206a3e972c.pdf

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2021 First quarter Results

19th May 2021

1Q21 Highlights

Financial Performance

  • Another solid quarter for Sonae's portfolio with the group posting 5.8% top line growth fuelled by the performances of Sonae MC, Worten and digital channels across businesses.
  • Online sales jumped 2.3x when compared to 1Q20, proving once again the digital capabilities and value propositions of our businesses.
  • In terms of profitability, Sonae's portfolio was able to deliver an improved underlying EBITDA by 14% yoy to €114 M.
  • Sonae's net result (group share) stood at €1 M, significantly better than last year' s figure, yet still impacted by Covid-19 restrictions.
  • Maintenance of solid capital structure and comfortable financing conditions, with a low cost of debt and an average maturity of 3.7 years.

Portfolio Management Activity

  • Worten reached an agreement with Media Markt for the sale of 17 stores and closed another 14 stores in Spain mainland, and announced the new strategy for that geography, focused on the digital channel, while maintaining an omnichannel proposition in the Canary Islands.
  • Sonae acquired additional 10% of Sonae Sierra for €82 M, following the exercise of a put option by Grosvenor. The transaction was completed at an 8% discount to NAV (at the end of 1Q21). Sonae now holds 80% of Sonae Sierra.
  • Already in April, Sonae FS and Banco CTT signed a partnership agreement for the next 5 years. With this partnership, Sonae reinforces its commitment to the financial services sector, while accelerating the growth of Universo and allowing for a synergetic diversification together with the other group businesses, as well as ensuring the mitigation of funding and credit risks.
  • Sonae IM continues to deliver on its strong track record of value creation, having seen a third company in the portfolio reach a unicorn status in the beginning of 2021 – Feedzai. Regarding the other two unicorns, Outsystems announced a capital raise at an underlying valuation of USD9.5 bn, and, already in 2Q21, Sonae IM sold part of its stake in Arctic Wolf for €36.4 M (gross cash-in), implying a capital gain of €12.3 M.

CEO Letter

One year ago, I was writing for the first time about how Covid-19 impacted our lives. More than twelve months have now passed since the first signs of this pandemic. The way we work, how we shop, how we travel, how we learn and even how and where we live, will probably never be the same.

In Portugal, the start of 2021 was a dramatic period in terms of public health as we were confronted with a third wave of the pandemic that forced us once again into harsher lockdown measures. We faced a very adverse context, with many of our stores, cinema theatres and shopping centres closed (or practically closed) for 2.5 months. But, once again, the resilience, resourcefulness and digital readiness of our businesses were critical to overcome this context. We were able to continue to serve our customers across multiple channels, with a particular focus on our e-commerce platforms, and showed the resilience of our value chains and the solidity of our value propositions. And our customers recognized our commitment and dynamism.

During the 1Q21, under this challenging environment, our consolidated turnover grew 6% yoy, our online sales increased 2.3x and our underlying EBITDA improved 14% yoy. This evolution was underpinned by Sonae MC and Worten, which registered impressive performances, both offline and online, enough to offset the lower results of the businesses most affected by the lockdown. We maintained a comfortable capital structure with a low cost of debt, an average maturity of 4 years and no refinancing needs for the next 18 months.

The last few months were also marked by important changes in the portfolio and key milestones in the execution of our corporate strategy, such as the restructuring of our operation in Worten Spain, the increase of our stake in Sonae Sierra, the launch of a partnership between Sonae FS and Banco CTT, and strong valuation increases in Sonae IM's portfolio, namely in its three unicorn investments.

I would like to reiterate my gratitude to all our employees who have continued to show tremendous dedication to serve our customers but also a truly open mindset and enthusiasm to transform operating models and accelerate our path into the future. It is this relentless pursuit of innovation and growth that drives us at Sonae, and that has really set us apart since the outbreak of Covid-19.

I am also grateful to all other stakeholders that have place their trust in us, including our shareholders, to whom we distributed in May 17th a dividend of 4.86 euro cents per share (a total of €97 M), corresponding to a 5.0% dividend increase and a dividend yield of 7.4%* , as approved by the AGM.

We are now ready to move forward and embrace the opportunities of a new normality. The last twelve months have put us to the test as never before, but we continued to lay the foundations for the future. Today we are a leaner, more digital, more resilient and more sustainable company. Many opportunities will arise in the aftermath of the pandemic and I am certain that Sonae will be well positioned to capture them.

Cláudia Azevedo, CEO

* Share price at year-end of 2020.

Group Consolidated Performance

1. Brief Portfolio Update

During the 1Q21, and in terms of portfolio activity:

  • (i) Worten announced its plan to optimise the Spanish operation, with the agreement to sell 17 stores to Media Markt Saturn S.A.U and close an additional 14 stores, while maintaining its successful omnichannel strategy in the Canary Islands and focusing the mainland operation on the digital channel; and
  • (ii) Sonae increased its shareholding in Sonae Sierra to 80%, after the purchase of a 10% stake held by Grosvenor, for €82 M, following the exercise by Grosvenor of its put option right.
Portfolio and accounting method
Company Stake Consolidation method
Sonae MC 100% Full consolidation
Worten 100% Full consolidation
Sonae Sierra 80% Full consolidation
Sonae Fashion 100% Full consolidation
Sonae FS 100% Full consolidation
Sonae IM 90% Full consolidation
NOS 31% Equity method
ISRG 30% Equity method

Already in the beginning of April, Sonae FS and Banco CTT signed a partnership agreement for the next five years, whereby Sonae FS

Note: 23% stake in NOS is consolidated by equity method and 7.38% acquired by Sonae is a financial investment.

will continue to be the single point of contact in the management, support and monitoring of Universo card customers throughout the customer lifecycle and value chain, while CTT will take the associated funding and credit risk.

2. Consolidated Performance

P&L

Sonae's consolidated performance continued to be significantly impacted by the pandemic. It is relevant to recall that, while the last 2 weeks of March 2020 were severely hit by the effects of Covid-19, in the 1Q21 Portugal saw another strong lockdown and stores with non-essential products were forced to close again. Under this context, consolidated turnover increased by 5.8% yoy to €1.6 bn, once again mainly anchored by the positive performances of Sonae MC and Worten, which more than offset the negative yoy performances of Sonae Sierra and Sonae Fashion.

Following the top line trend, underlying EBITDA increased 14.1% to €114 M in the 1Q21, again mainly driven by the growth of both Sonae MC and Worten that more than compensated the impact from restrictions in other businesses.

Regarding EBITDA, it reached €128 M, in line with last year, backed by improved net result of both NOS/Zopt and ISRG when compared to 2020, which offset the capital gain recorded in the 1Q20 related to the Sierra Prime transaction.

In such a challenging environment, the Direct Result stood at -€1.0 M, significantly above last year, when a high level of Covid-19 provisions were registered. Indirect result mainly reflected the revaluation of Sonae IM's portfolio, leading Sonae's Net result (group share) to positive ground at €0.6 M.

€M 1Q20 1Q21 yoy
Turnover 1,552 1,641 5.8%
Underlying EBITDA 100 114 14.1%
margin 6.4% 6.9% 0.5 p.p.
Equity method results (1) 7 14 105.6%
o.w. Sonae Sierra 9 5 -48.9%
o.w. NOS -1 7 -
Non-recurrent items 22 0 -99.2%
EBITDA 128 128 0.0%
margin 8.3% 7.8% -0.4 p.p.
D&A, Prov. and Impairments -131 -104 20.6%
EBIT -3 24 -
Net Financial results -29 -28 5.7%
Taxes 7 2 -67.8%
Direct result -25 -1 96.2%
Indirect result -20 4 -
Net result -45 3 -
Non-controlling interests -13 -3 79.1%
Net result group share -59 1 -

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

Cash Flow, Net Debt evolution and Financial Structure

Sonae's total capex in 1Q21 was €126 M, significantly higher when compared to the 1Q20, mainly due to the acquisition of the additional stake in Sierra for €82 M, as operational capex stood at €41 M and below 1Q20, with our businesses continuing to invest in their value propositions as well as their digital paths.

In terms of operational cash flow and during the last 12 months, Sonae's diversified portfolio released €205 M, mainly fuelled by the improvement of its consolidated profitability, optimized measures of working capital and lower operational capex.

Regarding portfolio management, during the last 12 months Sonae reinforced its shareholder positions in NOS (7.38%), Salsa (50%) and more recently Sonae Sierra (10%), for a total M&A investment of €317 M (also including Sonae IM investments). This strong investment in our portfolio was partially offset by (i) €71 M of cash in from asset sales, mainly related with Sonae IM and Sonae MC sale and leaseback transactions, and (ii) by dividends received of €8 M in the period. All in all, Sonae's FCF (before dividends paid), for the last 12 months and on a comparable basis, stood at -€64 M.

After the end of the partnership with BNPP PF, Sonae FS changed the business model of its Universo credit card operation and started building its backbook in December 2020. This backbook reached €122 M at the end of 1Q21, impacting Sonae's overall debt level. Given the partnership agreed with Banco CTT in April, by which the new partner will be responsible for the funding and credit risk activities, this amount is no longer on Sonae's balance sheet.

Therefore, and in comparable terms, Sonae's consolidated net debt reached €1,397 M, a yoy €164 M increase, driven by the several acquisitions executed in the last 12 months – in particular the reinforced stakes in NOS, Sonae Sierra and Salsa. Sonae continues to hold a solid capital structure with a comfortable financing position (low cost of debt of 1.1% and an average maturity profile of 3.7 years).

€M 1Q20 1Q21 yoy
Total capex 60 126 -
Operational capex 55 41 -26.2%
Sonae MC 46 29 -37.1%
Worten 4 8 -
Sonae Fashion 4 2 -52.6%
Sonae IM 1 1 0.7%
Sonae FS 0 0 -
Sonae Sierra 0 0 -
Financial/M&A capex 5 85 -
€M L12M
Dec20
L12M
Mar21
var.
EBITDA (inc. rents and taxes) 413 423 2.5%
Working cap. and others* 25 31 24.2%
Operational capex -264 -250 5.5%
Operational cash flow 174 205 17.8%
Net financial activity -32 -30 6.7%
M&A capex -237 -317 -33.6%
Sale of assets 335 71 -78.9%
Dividends received 13 8 -37.9%
FCF bef. dividends (comp.) 252 -64 -

* Excludes Sonae FS backbook that impacted working capital in the difference between the end of 2020 (€32 M) and the end of the quarter (€122 M). This credit portfolio was transferred to Banco CTT in the beginning of April, under the securitization program.

€M 1Q20 YE20 1Q21
Net invested capital 4,975 4,751 5,059
Shareholders funds 2,550 2,440 2,357
Lease liabilities 1,193 1,208 1,183
Net debt 1,233 1,103 1,519
Comparable 1,233 1,071 1,397
Sonae FS backbook 0 32 122

As for the leverage profile of our main businesses, Sonae MC reached a 3.0x total net debt to underlying EBITDA ratio (vs. 3.4x in 1Q20), NOS a ratio of Net financial debt to EBITDA (after leasings) of 1.5x, and Sonae Sierra's loan-to-value stood at 25%. Finally, loan-to value at the holding level reached 14%† .

† Holding Net debt excludes Sonae FS backbook

Portfolio Performance

1. Fully consolidated companies

Sonae's fully consolidated portfolio faced once again a challenging quarter and delivered a very solid performance, mainly driven by Sonae MC and Worten, the two businesses which kept the majority of their stores open during the lockdown period.

Turnover Und. EBITDA margin
€M 1Q20 1Q21 yoy 1Q20 1Q21
Sonae MC 1,194 1,273 6.6% 8.1% 8.6%
Worten 232 272 17.4% 3.5% 6.4%
Sonae Sierra 27 22 -17.8% 17.0% 13.7%
Sonae Fashion 78 61 -21.7% 1.2% -
Sonae FS 9 4 -52.3% 22.4% -
Sonae IM 26 24 -8.5% -5.7% 0.4%
Total 1,552 1,641 5.8% 6.4% 6.9%

Sonae MC‡

With the worsening of the pandemic situation in Portugal, the start of the year was marked by a new lockdown period that was in place during 2.5 months of the quarter.

This new lockdown benefited Sonae MC's food formats but restricted the performance of the non-food formats as most of them were closed during the period. Nevertheless, customers continued to recognise Sonae MC's strong value propositions, food formats outperformed non-food, online sales more than doubled yoy and the 1Q21 was overall positive in terms of sales growth leading to another quarter of market share gains.

All in all, Sonae MC registered a turnover growth of 6.6% versus 1Q20 and a LfL sales growth of 3.6%, mainly underpinned by the performance of Continente formats which recorded a LfL sales growth of 4%, reaching a total turnover of €1.3 bn in the 1Q21. This figure is especially positive taking into account the negative calendar effect and the difficult comparison with the 1Q20, which registered a sales peak at the end of March as a result of the stock piling with emergency supplies after the first signs of the pandemic.

In terms of store network expansion, Sonae MC maintains its objective of expanding its proximity format, Continente Bom Dia, with investments progressing according

to plan. In the 1Q21, the company opened 2 additional stores of this format out of a total of 9 new stores, representing an additional +4k square meters of sales area. At the end of 1Q21, total capex stood at €29 M, €17 M below when compared to 1Q20.

For more information please see Sonae MC 1Q21 results in www.sonae.pt

Regarding profitability, underlying EBITDA increased, driven by a strong top line evolution despite being penalized by costs related to Covid-19. At the end of the 1Q21, underlying EBITDA stood at €110 M with an 8.6% margin, +55 basis points above 1Q20.

Finally, Sonae MC's net debt at the end of 1Q21 stood at €530 M (€164 M below last year) with a yoy FCF increase of €37 M in the 1Q21, and with a ratio of 3.0x total net debt/underlying EBITDA, representing a solid capital structure.

Worten

Despite the pandemic context and the confinement constraints in place, the electronics market grew, both in Portugal and Spain, mainly driven by the online channel.

In this context, and leveraging an efficient and convenient response, Worten's total turnover jumped to €272 M at the end of 1Q21, growing by 17.4% versus 1Q20, on the back of a solid LfL sales growth of +29.3%. The online operation continues to represent a double-digit weight in total turnover, growing 2.5x yoy, with the marketplace being a key contributor. In Portugal, Worten posted a robust LfL sales performance of +28.2% as a result of a solid growth offline and, more importantly, online. This performance clearly shows Worten's strong value proposition as an omnichannel player in the Iberian market, having registered yet another quarter with market share growth in Portugal.

In Spain, a strategic repositioning was rolled out with the aim of focusing on ecommerce in Mainland, while retaining a leading omnichannel presence in the Canary Islands. As such, during the 1Q21, Worten closed 14 stores in the Mainland and sold 17 stores to Media Markt. These stores were open until the end of February and the repositioning was implemented as planned.

Sonae Sierra

Sonae Sierra's 1Q21 results continue to be affected by the Covid-19 pandemic and the consequent lockdowns across the geographies where it operates. As a result, total discounts across its European portfolio totalled 38%, with Portugal being the country most severely hit, as discounts were in the order of 47% of rents. Considering the last 12 months, total discounts in Portugal amount to 64% of rents, which compares to 28% in the remaining European countries.

Proportional basis - management accounts M€ 1Q20 1Q21 yoy Turnover 46 31 -32.7% Direct results 11 5 -58.0% Indirect results 37 -1 - Net results 48 3 -93.2%

As is usual practice, Sonae Sierra does not conduct asset revaluations in Q1 and Q3, which typically provides more stability to Net Result. Therefore, and reflecting exceptional cost reductions, Sonae Sierra's net result stood at € 3M. Furthermore, at the end of 1Q21, Sonae Sierra's NAV, according to the INREV methodology, stood at €897 M which represents a 0.5% reduction compared to YE20, mainly affected by adverse BRL FX impact, which totally offsets the result of the period.

As the restrictions on traffic and opening hours are being gradually lifted, Sonae Sierra is placing a significant focus, in close collaboration with its tenants, to ensure that the entire shopping centre ecosystem is well equipped and best placed to rapidly return to normality whilst meeting the highest possible health & safety standards in an omnichannel environment.

Sonae Fashion

Sonae Fashion was once again severely hit by the pandemic context and was one of the portfolio businesses with a more challenging start to the year. Constraints to store operations were felt across most countries (from circulation restrictions to lockdowns), but mostly in Portugal, where a full lockdown started in January 15th , leading Sonae Fashion stores to remain closed for almost 2.5 months. From March 15th onwards restrictions started to be lifted, first with sales at the wicket and later with smaller high street stores allowed to open (most stores were only allowed to operate after mid-April, with very positive post-reopening sales).

Nevertheless, online sales continued to register strong growth by doubling yoy in the quarter, leveraging a larger customer base, enhanced digital tools and processes, and a growing willingness to shop online, which helped to partially offset sales lost due to the closing of stores. Additionally, B2B businesses (wholesale and franchising) showed resilience, leading sales to a strong 1Q21 roughly aligned with 2020. Overall, this demanding context had a major impact on Sonae Fashion's activity in the first quarter of the year. Still, total turnover decreased only to €61 M in 1Q21, a negative 39% LFL against a demanding comparable last year and, according to our estimates, above the market performance.

Regarding profitability, underlying EBITDA decreased yoy to negative ground in 1Q21, at -€4 M, leveraging additional cost reduction measures that partially mitigated the sales evolution of the quarter.

Sonae FS

Sonae FS went through a structural change of the Universo card business model. After several years working with BNPP PF as a partner for credit granting, Sonae FS decided to assume the role of credit grantor for the Universo card. In this new role, Sonae FS signed a 5-year partnership agreement with Banco CTT on the 1st of April. With this partnership, Sonae FS remains as the single point of contact in the management of all customers throughout their life cycles, while Banco CTT will be responsible for financing the credit associated with the Universo Card and for the respective inherent credit risk (through a securitization program in which Banco CTT will be the only subscribing entity).

Due to the business model change, the credit backbook only started being generated in December 2020. Since revenues are indexed to the backbook, Sonae FS' turnover naturally shows a discontinuity that will be mitigated over the coming

months with the growth of the credit stock. Nevertheless, it is worth highlighting that Universo's market share in the first quarter was 16.2% (+1.5 p.p. above 4Q20) and its digital strategy led to 470k digital clients at the end of the 1Q21 (+42k vs the end of 2020).

In any case, it should be noted that the company's activity continued to be affected by a reduction in private consumption in a lockdown context, resulting in decreases especially in business lines such as ATM withdrawals, personal loans and store purchases.

Overall, in the 1Q21, turnover stood at €4 M, decreasing by €5 M versus 1Q20, and profitability evolved from €2 M in 1Q20 to -€4 M in 1Q21.

Sonae IM

Sonae IM continues to be among the businesses least impacted by the pandemic, proving the resilience of the technology companies in the portfolio.

During the first quarter, and with regard to portfolio changes, Sonae IM added a new company to the portfolio, Sellforte (retail technology). Sellforte is based in Finland and has an AI-powered marketing optimization platform that helps CMOs and other C-level decision-makers to make advised decisions based on their own marketing, sales, and promotion data. Besides this new investment, Sonae IM made some follow-on investments in its portfolio companies.

The last months were also marked by important achievements in some minority investments: i) Feedzai, indirectly held by Armilar Funds, announced a series D round with an implicit valuation that turned the company into a unicorn; ii) Outsystems – that reached a unicorn valuation back in 2018 – announced a 150 million USD capital raise, co-led by Abdiel Capital and Tiger Global, at an underlying valuation of 9.5 billion USD, which is a strong sign of the company's recent track record and future prospects; and iii) already in 2Q21, and following a secondary market transaction, Sonae IM sold part of its stake in Arctic Wolf, resulting in a gross capital gain of circa 12.3 million euros and a gross cash-in of 36.4 million euros.

Sonae IM's turnover in the 1Q21 stood at €24 M, a decrease of €2 M when compared to last year, mainly explained by lower transactional activity of third-party products in spite of being partially offset by a strong performance of the cybersecurity area, which continued to record double-digit growth. As for profitability, there were relevant improvements in cybersecurity companies, with underlying EBITDA increasing €1.6 M when compared to the 1Q20.

2. Equity consolidated companies

The equity method results line in Sonae's P&L is mainly related with: (i) the equity method contribution line of Sonae Sierra' statutory accounts, which corresponds to the shopping centres in which the company holds minority stakes, (ii) Sonaecom's indirect 26% stake in NOS, and (iii) ISRG's net result.

€M 1Q20 1Q21 yoy
Sonae Sierra 9 5 -48.9%
NOS/Zopt -1 7 -
ISRG 3 5 76.1%

During 1Q21, all of these businesses were once again impacted by the pandemic context, although results were overall better than in the 1Q20.

NOS

NOS already published its 1Q21 results on May 11th. During the 1Q21, the telco division proved once again its resilience and delivered a healthy performance, while the media and entertainment division was seriously hit as cinema theatres were closed throughout the period.

In terms of revenues, the core telecom business recorded a solid growth of 0.8% yoy to €336 M but was not able to offset the negative impact in cinemas, as Media and Entertainment (M&E) revenues declined 55.4% yoy. As a result, consolidated turnover decreased by 2.3% yoy to €337 M at the end of the 1Q21.

Regarding profitability, Telco EBITDA increased 1.2% yoy to €143.5 M and consolidated EBITDA stood practically in line with 1Q20 at €152 M. Net income recorded a significant improvement yoy in the 1Q21 to €30.5 M, implying a higher equity method contribution to Sonae's accounts, mostly due to the high level of negative non-recurrent items registered in 1Q20, the majority of which related to the reinforcement of operating provisions related with the pandemic.

Free Cash Flow before dividends reached €21.2 M in 1Q21, 38.8% below 1Q20, mainly reflecting the higher capex and lease payments during the period. NOS once again posted a solid and conservative capital structure, with a Net Financial Debt /

EBITDA (after lease payments) of 1.5x, an all-in average cost of debt of 1.6% and an average maturity profile of 2.3 years.

ISRG §

For ISRG, the last quarter of 2020 saw sales decreasing only by 6% yoy, a much better performance than in previous quarters, which had been more impacted by Covid-19 restrictions. Nevertheless, the L3M 20 was also affected by some restrictions associated with the pandemic, both in Portugal and Spain, ending with the shutdown of all stores in Portugal in the last weeks of the quarter (January 2021).

Regarding profitability, this was also a quarter of recovery with EBITDA reaching €31 M, €3 M above last year, mainly due to the company's cost saving measures during the period.

ISRG's performance allowed for an equity method contribution to Sonae's results of €4.6 M.

§ Due to calendar reporting dates of JD Sports (the main shareholder of the JV), ISRG figures for the L3M 20 ended last January 30th .

Corporate Information

Main announcements in the 1Q21

January 13th

Sonae informed on the reorganisation of the Spanish operation of its subsidiary Worten – Equipamentos do Lar, S.A.

January 29th

Sonae informed on Sonae MC 2020 Trading Statement.

March 1st

Sonae - SGPS, SA informed about the completion of the transaction by its subsidiary Worten Equipamentos do Lar, S.A. with Media Markt Saturn S.A.U.

March 5th

Sonae informed about communication received from Grosvenor Investments (Portugal) S.Àr.L.

March 17th

Completion of the purchase of 10% of the share capital of Sonae Sierra held by Grosvenor Investments (Portugal) S.Àr.L, for the price of €82.16 million, following the exercise by Grosvenor of its put option right, as announced to the market on March 5th. 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 of 70% in Sonae Sierra.

Subsequent Events

April 1st

Sonae informed on partnership between Sonae Financial Services and Banco CTT and informed on Annual Report 2020.

April 30th

Sonae informed on resolutions taken at Sonae's AGM and about dividend payment. Sonae also informed about Sonae MC Annual Report 2020.

Following a secondary market transaction, Sonae IM sold part of its stake in Arctic Wolf, resulting in a gross capital gain of circa 12.3 million euros and a gross cash-in of 36.4 million euros.

Consolidated Balance Sheet

M€ 1Q20 2020 1Q21
TOTAL ASSETS 7,924 8,149 8,107
Non current assets 6,254 6,328 6,252
Net fixed assets 2,088 2,108 2,088
Net Rights of Use 1,055 1,054 1,026
Goodwill 680 671 663
Investment properties 348 319 319
Other investments 1,692 1,776 1,755
Deferred tax assets 337 358 353
Others 53 41 47
Current assets 1,670 1,821 1,855
Stocks 623 636 617
Trade debtors* 119 148 253
Liquidity 625 767 711
Others 302 271 274
SHAREHOLDERS' FUNDS 2,550 2,440 2,357
Equity holders 2,035 1,993 1,992
Attributable to minority interests 515 447 365
LIABILITIES 5,374 5,709 5,751
Non-current liabilities 3,420 3,404 3,587
Bank loans 1,170 1,007 1,253
Lease liabilities 1,083 1,100 1,079
Other loans 562 690 679
Deferred tax liabilities 469 479 471
Provisions 41 47 19
Others 95 81 86
Current liabilities 1,954 2,305 2,163
Bank loans 149 177 303
Lease liabilities 109 107 105
Other loans 4 16 12
Trade creditors 1,084 1,339 1,139
Others 607 666 604
SHAREHOLDERS' FUNDS + LIABILITIES 7,924 8,149 8,107

* includes Sonae FS backbook in 2020 and 1Q21.

Sonae Sierra' statutory accounts

€M 1Q20 1Q21 yoy
Turnover 27 22 -17.8%
Underlying EBITDA 5 3 -33.7%
margin 17.0% 13.7% -3.3 p.p.
Equity method results 9 5 -48.9%
Non-recurrent items 59 0 -
EBIT 72 7 -90.4%
Net Financial results -3 -2 35.8%
Taxes 0 0 75.9%
Direct result 69 5 -
Indirect result -20 -1 -
Net result 49 4 -
Non-controlling interests -1 0 -
Net result group share 48 3 -

Methodological Notes

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

Sonae adopted the IFRS16 accounting standard in 2019.

Glossary

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 S. Sierra's results, net of taxes, arising from: (i) investment property valuations; (ii) capital gains
(losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses of non
current assets (including goodwill) and (iv) provision for assets at risk. Additionally and concerning Sonae's
portfolio, it incorporates: (i) impairments in retail real estate properties; (ii) reductions in goodwill; (iii)
provisions (net of taxes) for possible future liabilities and impairments related with non-core financial
investments, businesses, assets that were discontinued (or in the process of being
discontinued/repositioned); (iv) results from mark to market methodology of other current investments
that will be sold or exchanged in the near future; and (v) other non-relevant issues.
Investment properties Shopping centres in operation owned and co-owned by Sonae Sierra.
Lease Liabilities Net present value of payments to use the asset.
Like for Like sales (LfL) Sales made by stores that operated in both periods under the same conditions. Excludes stores opened,
closed or which suffered major upgrade works in one of the periods.
Loan to Value (LTV) -
Holding
Holding net debt (average) / NAV of the investment portfolio plus Holding net debt (average).
Loan to Value (LTV) –
Sonae Sierra
Net debt / (Investment properties + properties under development), on a proportional basis.
INREV NAV S. Sierra Open market value attributable to Sonae Sierra - net debt - minorities + deferred tax liabilities.
Net asset value (NAV) of
the investment portfolio
Market multiple approach to each one of Sonae's businesses – average net debt – minorities (book value)
Net debt Bonds + bank loans + other loans + financial leases + 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.
Online sales Total e-commerce sales, including online marketplaces.
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, leasing 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
Underlying EBITDA Recurrent EBITDA from the businesses consolidated using the full consolidation method.
Underlying EBITDA
margin
Underlying EBITDA / turnover.

CONSOLIDATION FINANCIAL STATEMENTS 1 st Quarter 2021

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2021 AND 2020 AND 31 DECEMBER 2020

(Amounts expressed in euro)

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

Notes 31 Mar 2021 31 Mar 2020 31 Dec 2020
ASSETS
NON-CURRENT ASSETS:
Property, plant and equipment 5 1,673,414,622 1,690,241,869 1,695,077,660
Intangible assets 6 415,009,083 398,051,773 413,375,902
Right of use assets 7 1,026,076,878 1,055,444,242 1,053,829,561
Investment properties 319,431,332 347,948,654 319,417,528
Goodwill 663,380,791 680,232,194 670,816,144
Investments in joint ventures and associates 8 1,519,770,247 1,608,604,206 1,548,383,214
Assets at fair value through results 9 104,409,206 58,367,252 97,668,772
Assets to fair value through other comprehensive income 9 116,160,597 5,344,810 115,903,789
Other investments 14,437,948 19,453,561 14,266,208
Deferred tax assets 10 352,825,144 337,183,834 358,072,804
Other non-current assets 46,893,386 53,106,522 41,232,738
Total Non-Current Assets 6,251,809,234 6,253,978,917 6,328,044,320
CURRENT ASSETS:
Inventories 617,317,414 623,489,335 636,072,241
Trade receivables and other current assets 11 430,064,158 307,450,423 330,432,920
Income tax assets 44,782,456 45,690,933 37,711,054
Other tax assets 51,130,245 39,186,847 42,016,611
Investments 5,750,506 2,634,324 3,345,882
Cash and bank balances 705,362,796 622,499,907 763,302,610
Total Current Assets 1,854,407,575 1,640,951,769 1,812,881,318
Assets classified as held for sale 976,129 28,744,576 8,001,633
TOTAL ASSETS 8,107,192,938 7,923,675,262 8,148,927,271
EQUITY AND LIABILITIES
EQUITY:
Share capital 2,000,000,000 2,000,000,000 2,000,000,000
Own shares (93,340,758) (99,806,645) (93,340,758)
Legal reserve 277,452,299 268,028,145 277,452,299
Reserves and retained earnings (192,882,058) (74,626,825) (262,266,902)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company 641,289 (58,732,063) 70,944,578
Equity attributable to the equity holders of the Parent Company 1,991,870,772 2,034,862,612 1,992,789,217
Equity attributable to non-controlling interests 12 364,753,373 514,891,850 447,063,129
TOTAL EQUITY 2,356,624,145 2,549,754,462 2,439,852,346
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 13 1,932,270,724 1,732,337,509 1,696,403,314
Lease liabilities 7 1,078,641,538 1,083,105,560 1,100,459,060
Other non-current liabilities 86,412,777 94,920,788 80,942,994
Deferred tax liabilities 10 471,201,389 468,623,848 479,103,073
Provisions 14 18,810,302 41,165,881 47,032,991
Total Non-Current Liabilities 3,587,336,730 3,420,153,586 3,403,941,432
CURRENT LIABILITIES:
Loans 13 315,711,559 153,025,137 193,356,993
Lease liabilities 7 104,717,172 109,456,912 107,387,576
Trade payables and other current liabilities 1,640,499,884 1,568,053,759 1,871,039,085
Income tax liabilities 19,201,689 16,257,732 16,148,599
Other tax liabilities 75,573,676 84,294,132 96,992,405
Provisions 14 7,528,083 20,955,937 16,344,127
Total Current Liabilities 2,163,232,063 1,952,043,609 2,301,268,785
Liabilities directly associated with assets classified as held for sale - 1,723,605 3,864,708
TOTAL LIABILITIES 5,750,568,793 5,373,920,800 5,709,074,925
TOTAL EQUITY AND LIABILITIES 8,107,192,938 7,923,675,262 8,148,927,271

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2021 AND 2020

(Amounts expressed in euro)

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

Notes 31 Mar 2021 31 Mar 2020
Sales 4 1,571,659,532 1,471,272,921
Services rendered 4 69,433,284 80,461,066
Income or expense relating to investments 15 (1,165,882) 21,840,237
Gains and losses on investments recorded at fair value through results 4,128,897 -
Financial income 17 10,122,173 3,159,620
Other income 16 37,754,353 24,301,535
Cost of goods sold and materials consumed (1,145,538,817) (1,120,040,462)
(Increase) /Decrease in prodution (724,452) 421,923
External supplies and services (174,331,413) (160,512,245)
Employee benefits expense (223,679,728) (224,376,679)
Depreciation and amortisation expenses 5,6 and 7 (84,541,074) (84,369,480)
Impairment losses 14 (11,589,700) (849,451)
Provisions 14 (4,495,611) (19,180,265)
Financial expense 17 (37,701,842) (32,515,533)
Other expenses (22,728,276) (16,566,654)
Share of results of joint ventures and associates 8 18,818,960 7,493,466
Profit/(Loss) before taxation from continuing operations 5,420,404 (49,460,001)
Income tax expense 157,367 5,777,662
Profit/(Loss) after taxation from continuing operations 5,577,771 (43,682,339)
Profit/(Loss) from discontinued operations after taxation (2,161,273) (1,778,316)
Consolidated profit/(Loss) for the period 3,416,498 (45,460,655)
Attributable to equity holders of the Parent Company:
Continuing operations 19 2,802,562 (56,953,747)
Discontinued operations 19 (2,161,273) (1,778,316)
641,289 (58,732,063)
Attributable to non-controlling interests:
Continuing operations 2,775,209 13,271,408
Discontinued operations - -
12 2,775,209 13,271,408
Profit/(Loss) per share
From continuing operations
Basic 19 0.001467 (0.029912)
Diluted 19 0.001371 (0.027986)
From discontinued operations
Basic 19 (0.001131) (0.000934)
Diluted 19 (0.001057) (0.000874)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 31 MARCH 2021 AND 2020

(Amounts expressed in euro)

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

Notes 31 Mar 2021 31 Mar 2020
Net Profit / (Loss) for the period 3,416,498 (45,460,655)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations 1,873,993 8,191,675
Share of other comprehensive income of joint ventures and associates 8 (10,394,275) (64,097,394)
Changes in cash flow hedging reserve 3,762,330 398,078
Income tax relating to items that may be reclassified subsequently to profit or loss (355,800) (228,414)
Others 125,760 126,653
(4,987,992) (55,609,402)
Items that won´t be reclassified subsequently to profit or loss:
Changes value of financial assets at fair value 256,808 -
Total other comprehensive income for the period (4,731,184) (55,609,402)
Total comprehensive income for the period (1,314,686) (101,070,057)
Attributable to:
Equity holders of parent company (2,415,613) (97,108,901)
Non controlling interests 1,100,927 (3,961,156)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 31 MARCH 2021 AND 2020

(Amounts expressed in euro)

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

nd
ed
Res
Ret
ain
Ear
nin
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es a
gs
(Am
ssed
uro)
in e
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re
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res
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al
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tion
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e
Inve
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Fai
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Cas
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Oth
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erv
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al R
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Re
tain
nin
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Net
Pro
fit/
(
s)
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(
)
Not
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al
Tot
Equ
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ribu
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Att
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ity
qu
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Pa
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mp
any
Bala
t 1 J
202
0
nce
as a
anu
ary
2,00
0,00
0,00
0
(99
,806
,645
)
268
,028
,145
(7,4
00,4
37)
4,13
7,94
2
(673
,747
)
(197
,657
,962
)
(20
1,59
4,20
4)
165
,221
,904
2,13
1,84
9,20
0
974
,714
,342
3,10
6,56
3,54
2
l com
preh
e fo
r the
iod
Tota
ensi
ve in
com
per
- - - 6,85
8,05
8
- 466
,740
(45,
)
701
,636
(38,
)
376
,838
(58,
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732
,063
(97,
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108
,901
(3,9
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61,1
(101
)
,070
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n of
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prof
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App
iatio
201
9
net
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cons
Tran
sfer
to le
gal r
and
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reta
ning
eser
ves
ear
s
- - - - - - 165
,221
,904
165
,221
,904
(165
)
,221
,904
- - -
Divid
end
s dis
tribu
ted
- - - - - - - - - - (75,
)
753
,438
(75,
)
753
,438
Obli
on f
ulfie
ld by
sha
ttrib
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gati
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n to
re a
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- - - - - - 1,24
8,61
5
1,24
8,61
5
- 1,24
8,61
5
20,6
51
1,26
9,26
6
ital d
Cap
ecre
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- - - - - - - - - - (23,
)
952
,884
(23,
)
952
,884
of c
ol of
sub
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Lose
ries
ontr
- - - - - - - - - - (356
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,582
)
(356
,522
,582
)
Oth
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- - - - - - (1,12
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6,30
(1,12
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6,30
- (1,12
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6,30
346
,917
(779
)
,385
Bala
t 31
Mar
ch 2
020
nce
as a
2,00
0,00
0,00
0
(99
,806
,645
)
268
,028
,145
(542
,379
)
4,13
7,94
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(20
7,00
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(78,
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,381
)
(74,
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,825
)
(58
,732
,063
)
2,03
4,86
2,61
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514
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2,54
9,75
4,46
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Bala
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1
nce
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(93
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277
,452
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(7,4
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7,94
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(673
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)
(258
,330
,660
)
(26
2,26
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70,9
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1,99
2,78
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,129
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9,85
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- - - 1,66
3,51
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213
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3,25
9,56
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(8,19
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3,40
(3,0
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56,9
641
,289
(2,4
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15,6
1,10
0,92
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(1,31
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4,68
App
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202
0
iatio
net
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Tran
sfer
to le
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and
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- - - - - - 70,9
44,5
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70,9
44,5
78
(70,
)
944
,578
- - -
Inco
dist
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from
fund
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ent
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- - - - - - - - - - (120
)
,104
(120
)
,104
Obli
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- - - - - - 714
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- 714
,843
11,4
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726
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f su
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s
- - - - - - 1,14
1,15
8
1,14
1,15
8
- 1,14
1,15
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(83,
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300
,433
(82,
)
159
,275
Oth
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- - - - - - (358
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)
(358
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)
- (358
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)
(1,59
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(360
,428
)
Bala
ch 2
t 31
Mar
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as a
2,00
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(93
)
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277
,452
,299
(5,7
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36,9
4,35
1,36
7
2,58
5,81
5
(194
)
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(192
)
,882
,058
641
,289
1,99
1,87
0,77
2
364
,753
,373
2,35
6,62
4,14
5

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2021 AND 2020

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

(Amounts expressed in euro) Notes 31 mar 2021 31 mar 2020
OPERATING ACTIVITIES
Net cash generated from operating activities (1) (232,394,067) (178,595,055)
INVESTMENT ACTIVITIES
Receipts arising from:
Investments 5,299,448 268,696,156
Property, plant and equipment and intangible assets 4,769,430 7,583,435
Interests and similar income 788,033 502,693
Loans granted - 2,368,303
Dividends 1,203,463 3,947,017
Others 1,706,306 -
13,766,680 283,097,604
Payments arising from:
Investments (86,034,844) (6,410,749)
Property, plant and equipment and intangible assets (64,524,719) (70,673,244)
Loans granted (677,515) (2,164,209)
Others (1,268,663) (19,650,150)
(152,505,741) (98,898,352)
Net cash used in/ generated by investment activities (2) (138,739,061) 184,199,252
FINANCING ACTIVITIES
Receipts arising from:
Loans, bonds and finance leases 13 1,295,624,102 1,629,586,898
Capital increases, additional paid in capital and share premiums - 19,050,000
1,295,624,102 1,648,636,898
Payments arising from:
Lease contracts (41,301,944) (46,739,632)
Loans, bonds and finance leases (937,448,119) (1,533,103,774)
Interests and similar charges (6,477,196) (5,656,759)
Reimbursement of capital and paid in capital - (348,798)
Dividends (120,104) (74,522,088)
(985,347,363) (1,660,371,051)
Net cash used in financing activities (3) 310,276,739 (11,734,153)
Net increase (decrease) in cash and cash equivalents (4) = (1) + (2) + (3) (60,856,389) (6,129,956)
Effect of exchange rate changes on the balance of cash held in foreign currencies (56,041) 167,058
Effect of discontinued operations (85,275) (131,653)
Cash and cash equivalents at the beginning of the period 752,173,451 623,269,608
Cash and cash equivalents at the end of the period 691,287,828 616,840,941

SONAE, SGPS, SA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2021

(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, SA ("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.

2. Covid-19 update

In the year of 2021, the Covid-19 outbreak continued to have a significant impact in our activities. After a period of gradual lifting of the confinement measures in the last quarter of 2020, on January 7, 2021, after the worsening of the pandemic situation with a high transmission rate and an increasing number of deaths, it was formally declared a new state of emergency and a new national lockdown that lasted almost the whole quarter. Only on March 11th did the Government approve a plan for the gradual and flexible deconfinement according to the risk level, already in April the level of emergency was reduced. The pandemic caused series of important impacts, such as changes in the consumption patterns, decrease of tourism and restrictions to gatherings/ physical distancing, which continued to affect several of our businesses this quarter.

3. 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.

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 2021:

Effective date (for
financial years
beginning on or after)
01 Jan 2021
01 Jan 2021
Additional exemptions related to the impacts of the reform of the reference interest rates ("IBOR"), and especially the

These standards were first applied by the Group in 2021, however, the impacts were not relevant in the accompanying financial statements.

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:

With mandatory application
after 2021
Effective date (for
financial years
beginning on or after)
IFRS 16 Leases Covid 19 - Related
Rent Concessions
Proposal to extend the application of the practical expedient on rental rents that affect payments originally due on or
before June 2022.
01 Apr 2021
IAS 16 Property, Plant and Equipment The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts
received from selling items produced while the company is preparing the asset for its intended use
01 Jan 2022
IAS 37 Provisions, Contingent
Liabilities and Contingent Assets
Clarification regarding the nature of costs a company should include when assessing whether a contract will be loss
making
01 Jan 2022
Annual Improvements 2018-2020 Amendments to IFRS 1, IFRS 9, IFRS 16 e IAS 41 01 Jan 2022
IFRS 3 Business Combinations 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
IAS 1 Presentation of Financial
Statements
Classification of a liability as current or non-current, depending on the right that an entity has to defer its payment
New definition of "settlement" of a liability
01 Jan 2023
IAS 1 Presentation of Financial
Statements; IAS 8 Accounting
policies, Changes in Accounting
Estimates and Errors
Amendments introduced a definition of 'accounting estimates' and included other amendments to IAS 8 to help
entities distinguish changes in accounting policies from changes in accounting estimates
01 Jan 2023
IFRS 17 Insurance Contracts New accounting for insurance contracts, reinsurance contracts and investment contracts with discretionary 01 Jan 2023
IFRS 17 Insurance Contracts
(amendments)
Inclusion of changes to IFRS 17 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
01 Jan 2023
IAS 12 Income Taxes Clarification of the accounting for deferred tax on leases and decommissioning obligations. 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 2021 since their application is not mandatory, lying in the process of analysing expected effects of those standards.

4. Segment information

Sonae has in its portfolio 8 business segments:

  • Sonae MC is the food retail unit that owns the brands Continente, Continente Modelo, Continente Bom Dia, Go Natural, Well's, Arenal and the franchised shops Meu Super, and also includes Maxmat and the operational assets of Sonae RP;
  • Worten is one of the Iberian electronics retail players;
  • Sonae Sierra is the subsidiary dedicated to the activity of development and management of shopping malls;
  • Sonae Fashion incorporates a network of own clothing shops combined with a franchising network;
  • Sonae FS aims to boost retail financial services;
  • Sonae IM has the objective of building and managing a portfolio of technology-based companies related to retail and telecommunications;
  • NOS is the partnership that the group holds through Zopt dedicated to telecommunications; and
  • Iberian Sports Retail Group (ISRG), a partnership with a network of sports stores in Spain and Portugal.

These operating segments have been identified taking into consideration that each of these segments have separate identifiable revenues and costs, separate financial information is produced, and its operating results are reviewed by management on which it makes decisions.

Financial information per business segment

The main operating segment information as at 31 March 2021 and 2020 can be detailed as follows:

31 Mar 2021 Turnover Depreciation and
amortisation (3)
Provisions
and impairment
losses (3)
EBIT (3) Financial
results (3)
Income tax (3)
Sonae MC 1,273,088,754 (62,860,382) (9,435,232) 35,281,179 (20,084,319) (2,818,727)
Worten 271,864,878 (8,221,574) (3,656,713) 3,012,699 (1,293,412) (2,395,368)
Sonae Sierra 22,216,135 (759,718) (1,438,295) 6,908,264 (2,007,141) (26,372)
Sonae Fashion 60,996,226 (8,802,526) (59,323) (20,883,023) (1,587,804) 4,772,317
Sonae FS 4,460,555 (559,995) (975,611) (5,863,334) (207,315) 1,592,233
Sonae IM 23,519,773 (1,808,056) (61,763) (1,607,094) 192,847 313,354
NOS - - - 6,931,092 - -
ISRG - - - 4,601,780 - -
Other, eliminations and adjustments (1) (15,053,505) (1,528,823) (268,348) (3,933,611) (2,592,525) 731,757
Total consolidated - Direct 1,641,092,816 (84,541,074) (15,895,285) 24,447,952 (27,579,669) 2,169,194
31 Mar 2020 Turnover Depreciation and
amortisation (3)
Provisions
and impairment
losses (3)
EBIT (3) Financial
results (3)
Income tax (2)
Sonae MC 1,194,272,151 (60,866,107) (744,461) 33,601,309 (20,557,315) (2,837,882)
Worten 231,655,289 (9,928,486) (669,818) (25,270,250) (1,541,213) 2,334,880
Sonae Sierra 27,025,764 (778,180) 121,678 35,082,923 (3,142,244) (287,925)
Sonae Fashion 77,930,885 (9,086,792) (331,678) (35,072,434) (1,404,818) 5,195,744
Sonae FS 9,360,329 (214,850) - (1,147,031) 66,178 115,948
Sonae IM 25,700,308 (1,924,845) (104,743) (3,595,115) (462,569) 391,869
NOS - - - (1,000,368) - -
ISRG - - - 2,612,708 - -
Other, eliminations and adjustments (1) (14,210,739) (1,570,220) - (7,746,015) (2,313,932) 1,814,392
Total consolidated - Direct 1,551,733,987 (84,369,480) (1,729,022) (2,534,273) (29,355,913) 6,727,026

31 Mar 2021 31 Mar 2020
Investment
(CAPEX)
Invested
capital
Financial
net debt (2)
Investment
(CAPEX)
Invested
capital
Financial
net debt (2)
Sonae MC 29,204,977 2,527,947,070 1,619,814,621 46,421,212 2,526,910,449 1,689,234,296
Worten 8,364,282 32,263,473 - 3,895,170 120,774,130 -
Sonae Sierra 145,760 912,223,260 38,419,078 1,563,540 1,009,037,774 17,298,833
Sonae Fashion 1,765,381 325,610,222 - 3,728,168 335,327,156 -
Sonae FS 353,855 145,901,333 - 166,000 10,553,781 -
Sonae IM 3,391,732 230,095,067 6,085,467 4,286,461 187,461,617 25,471,841
NOS - 779,174,582 - - 640,416,097 -
ISRG - 88,506,898 - - 84,319,339 -
Other, eliminations and adjustments (1) 82,465,712 16,919,097 1,037,697,654 240,476 60,564,314 693,605,204
Total consolidated 125,691,699 5,058,641,002 2,702,016,820 60,301,027 4,975,364,657 2,425,610,175

1) Include 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 20.

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

Investment Invested capital
31 Mar 2021 31 Mar 2020 31 Mar 2021 31 Mar 2020
Inter-segment intra-groups and contributions of entities non
individualized entities as segments
306,437 240,476 77,958,408 128,519,421
Aquisition of an additional 10% of Sonae Sierra (note 12) 82,159,275 - - -
Cash settled equity swap - - (61,039,311) (67,955,107)
82,465,712 240,476 16,919,097 60,564,314

All performance measures are reconciled to the financial statements in Note 20.

Glossary:

Net Invested capital = Net debt + Shareholder funds;

Net Financial Debt = Bonds + bank loans + other loans + financial leases - 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 march 2021;

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 31 March 2021, 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
Other tangible
assets
Tangible assets
in progress
Total tangible
assets
Gross costs:
Opening balance as at 1 January 2021 1,369,507,637 1,732,910,970 266,948,525 42,256,439 3,411,623,571
Investment 772,842 325,033 486,328 25,425,993 27,010,196
Disposals (955,678) (45,230,905) (3,192,708) (351,280) (49,730,571)
Exchange rate effect (89) 775 3,037 - 3,723
Transfers 1,228,725 23,838,401 4,591,911 (31,392,144) (1,733,107)
Closing balance as at 31 March 2021 1,370,553,437 1,711,844,274 268,837,093 35,939,008 3,387,173,812
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2021 456,389,047 1,063,890,763 196,057,071 209,030 1,716,545,911
Depreciation of the period 5,677,367 29,452,559 5,617,350 - 40,747,276
Impairment losses of the period (Note 14) - 1,422,941 - - 1,422,941
Reversals of impairment losses (112,638) (75,702) (8,465) - (196,805)
Disposals (665,959) (40,074,966) (2,928,651) - (43,669,576)
Exchange rate effect (46) 492 2,829 - 3,275
Transfers 10,912 (791,806) (312,938) - (1,093,832)
Closing balance as at 31 March 2021 461,298,683 1,053,824,281 198,427,196 209,030 1,713,759,190
Carrying amount
as at 31 March 2021 909,254,754 658,019,993 70,409,897 35,729,978 1,673,414,622

The investment includes the acquisition of assets of approximately 25 million euros (44 million euros in 2020), associated with the opening and remodeling of stores of Sonae retail operating segments.

The divestiture mainly comprises the disposal of 17 stores and the closing down of 14 stores own by Worten Spain as result from the plan to optimize the Worten's Spanish operation.

6. Intangible assets

During the three months period ended 31 March 2021, the movement occurred in intangible assets and in the corresponding accumulated amortisation 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 2021 233,724,899 492,244,349 101,174,813 42,403,366 869,547,427
Investment 19,376 267,247 1,350 13,380,630 13,668,603
Disposals - - - (276,366) (276,366)
Exchange rate effect - (396) - - (396)
Transfers 26,774 7,300,285 5 (7,155,084) 171,980
Closing balance as at 31 March 2021 233,771,049 499,811,485 101,176,168 48,352,546 883,111,248
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2021 48,229,268 354,978,760 52,963,497 - 456,171,525
Depreciation of the period 702,603 9,753,580 1,547,945 - 12,004,128
Impairment losses of the period - (108,773) - - (108,773)
Exchange rate effect - 152 - - 152
Transfers (3,700) 38,828 5 - 35,133
Closing balance as at 31 March 2021 48,928,171 364,662,547 54,511,447 - 468,102,165
Carrying amount
as at 31 March 2021 184,842,878 135,148,938 46,664,721 48,352,546 415,009,083

As at 31 March 2021 the Investment related to intangible assets in progress includes 13.4 million euros related to IT projects and development software. Within that amount it is included 3.2 million euros of capitalizations of personnel costs related to own work.

7. Rights of use

During the period of three months ended on 31 March 2021, 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
Cost
Opening balance as at 1 January 2021 1,546,044,095 97,032,923 2,787,283 1,645,864,301
Additions 10,221,557 4,557,009 104,939 14,883,505
Effect of foreign currency exchange differences 9,450 610 643 10,704
Decreases and write-offs (63,021,343) (3,606,584) (40,931) (66,668,858)
Closing balance as at 31 March 2021 1,493,253,759 97,983,958 2,851,934 1,594,089,652
Accumulated depreciation and impairment
Opening balance as at 1 January 2021 543,547,696 47,080,585 1,406,459 592,034,740
Depreciation of the period 25,625,970 6,020,279 143,421 31,789,670
Effect of foreign currency exchange differences 9,147 164 337 9,648
Decreases and write-offs (55,350,671) (452,359) (40,932) (55,843,962)
Impairment losses of the period 22,677 - - 22,677
Closing balance as at 31 March 2021 513,854,819 52,648,669 1,509,285 568,012,773
Carrying amount
as at 31 March 2021 979,398,940 45,335,289 1,342,649 1,026,076,878

Liabilities related to rights of use are recorded under non-current and current lease liabilities of 1.079 million euros and 105 million euros respectively (1.100 million euros and 107 million euros at 31 December 2020).

In the consolidated income statement, 31.8 million euros were recognised for depreciation of the period (31.4 million euros in 31 March 2021) and 18.8 million of euros of interest relating to the adjusted debt (18.4 million euros in 31 March 2020).

The "Decreases and write-offs" is mainly related to the operations that took place at Worten Spain.

8. Joint ventures and associated companies

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

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

Investments in joint ventures and associates 31 Mar 2021 31 Dec 2020
Investments in joint ventures 805,764,236 803,076,597
Investments in associates 714,006,011 745,306,617
Total 1,519,770,247 1,548,383,214

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

COMPANY 31 Mar 2021 31 Dec 2020
Sonae MC
Maremor Beauty & Fragances, S.L. 142,743 139,077
Sohi Meat Solutions - Distribuição de Carnes, SA 3,643,555 3,364,636
Sonae Sierra
Arrábidashopping- Centro Comercial, S.A. 24,842,135 24,706,808
Gaiashopping I- Centro Comercial, S.A. 26,318,440 26,089,855
L.C. Malheiro II, SGPS, SA 2,097,775 2,097,775
Madeirashopping- Centro Comercial, S.A. 15,991,024 15,730,334
North Tower B.V. 2,683,730 2,689,711
Pantheon Plaza B.V. 2,886,080 3,030,384
Park Avenue Development of Shopping Centres S.A. (431,592) (440,471)
Parque Atlântico Shopping - Centro Comercial, S.A. 15,130,088 14,915,927
Proyecto Cúcuta S.A.S. 3,811,052 3,910,624
1)
Pud Srl
- 5,743,385
SC Aegean B.V. 3,929,832 3,929,667
Sierra Balmain Asset Management sp. zo.o. (311,216) (345,912)
Sierra Central S.A.S. 54,074 50,898
Sierra LM, SGPS, S.A. 1,033,802 886,785
Via Catarina- Centro Comercial, S.A. 9,189,321 9,116,612
Sonae FS
MDS SGPS, S.A. (consolidated) 21,084,903 20,863,149
Sonae IM
Unipress - Centro Gráfico, Lda 505,290 528,871
NOS
ZOPT, SGPS, SA (consolidated) 670,570,582 662,983,284
Sonae SGPS
Mktplace- Comércio Eletronico, SA 2,592,618 3,085,198
Investments in joint ventures 805,764,236 803,076,597

1) Company disposed during the first quarter of 2021.

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.

At 31 March 2021, it was considered that the assumptions made in the impairment tests carried out in 2020 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, it is not expected to have relevant consequences for the operational management of companies, in addition to restrictions on the distribution of dividends in these companies.

At 4 April 2020, SONAECOM, was informed by its subsidiary ZOPT of the communication received from the Lisbon Central Criminal Instruction Court ('Court') to proceed to the preventive arrest of 26.075% of NOS' share capital, corresponding to half 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 the communication, the arrested shares (134,322,268.5 shares) are deprived of the right to vote and the right to receive dividends, which must be deposited with Caixa Geral de Depósitos, S.A. (CGD) 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 arrest, nor the rights attached to it were subject to any limitation.

Although ZOPT has not been notified of the grounds for preventive arrest, based on the preliminary information they have, it is the understanding of the board of directors of ZOPT and SONAECOM that the measure of arrest imposed is illegitimate and offends several fundamental rights of ZOPT, no being legally liable to determine the deprivation of voting rights, not even to inhibit the holder of the arrested shares from continuing to exercise those rights, which deprivation we understand for this reason, be null and without any effect. Thereafter, ZOPT has deducted third-party embargoes.

At 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 preventively seized under the aforementioned Court order. For this reason, the Boards of Directors of ZOPT and SONAECOM consider that the conditions of control of ZOPT over NOS are met, and the measure does not have material effects on the control of this company.

Still in June 2020, the Investigating Judge rejected the third-party embargoes deducted by ZOPT based on the Portuguese courts' inability to assess and decide upon them. This decision, having been appealed by ZOPT, was revoked by the Court of Appeal already in 2021. Developments are awaited, namely the judicial pronouncement on the seizures.

At 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.

In the last quarter of 2020, the seizure of 233,790,325 shares corresponding to 32.65% of capital of ZOPT held by UNITEL was also decreed, with deprivation of the exercise of voting rights and the right to receive dividends, and 124,234,675 shares corresponding to 17.35% of capital of ZOPT held by KENTO, also with no exercise of the right to vote and the right to receive dividends. Additionally, in January 2021, ZOPT was also notified by Caixa Geral de Depósitos (CGD), as the beneficiary of the pledge of the shares held by Kento in ZOPT, referring to being vested with the power to exercise the voting rights inherent in the Shares, and all other inherent rights, and that Kento was deprived of exercising such rights without the prior, express and written authorization of CGD It is the understanding of the Board of Directors of ZOPT, that whenever there is no question of protecting the economic value of the shares, in the exercise of voting rights, CGD as Kento's pledge creditor, must act in accordance with Kento's instructions, which means voting in the sense 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 2021 compared to 31 December 2020 was as follows:

Actions by MEO against NOS S.A., NOS Madeira and NOS Açores and by NOS S.A. against MEO

The court ruled on 16 March 2021 and disregarded the remaining pre-scheduled dates for the final hearing. On the present date, we await the scheduling of new dates for the hearing. It is the understanding of the Board of Directors, corroborated by the attorneys accompanying the process, that it is, in formal and substantive terms, likely that NOS SA will be able to win the lawsuit, due to MEO already having been convicted for the same offences by ANACOM.

Interconnection tariffs

At 31 March 2021, accounts receivable and accounts payable include EUR 37,139,253 and EUR 43,475,093, 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. In what concerns to that dispute with MEO, the result was totally favourable to NOS S.A., having already become final. In March 2021, MEO filed a new lawsuit against NOS, in which it claimed the price of interconnection services between TMN and Optimus for 2001 at 55\$00 (EUR 0.2743) per minute. The deadline for submitting the challenge by NOS is pending.

Contractual Penalties

At 31 March 2021, the amounts billed and to be received from these indemnities amount to EUR 111 million.

Other matters ZOPT group (COVID-19)

With the emergence, spread and infection of the new coronavirus COVID-19, several measures were taken to contain the virus with very significant estimated impacts on the Portuguese economy, as well as in other economies, namely, limitations on travel rights and closure of several facilities and establishments.

In the uncertainty of this threat, it is essential that companies design and implement, in a timely manner, structured and efficient contingency plans that guarantee employee protection and business continuity or that, at least, mitigate the resulting effects.

This is a situation of uncertainty and very dynamic, which makes it extremely difficult to estimate impacts, which always have to consider several scenarios and countless variables. Evidence of this difficulty is the historical drops and sharp volatility of exchanges, all over the World; the great variations that occurred in the last quarters of the future projections of macroeconomic indicators, as well as the disparity of these projections between the several entities.

The impacts on ZOPT through participation in NOS were felt in the results of the financial year ended at 31 December 2020, with a drop in revenues, consolidated EBITDA and operational cash-flows of - 6.2% (EUR - 90.5 million); - 5.7% (EUR - 36.8 million) and - 33.8% (EUR -65.2 million), respectively, which shows a reduction in activity in:

  • i. Cinemas and Audiovisuals: complete closure of NOS' theatres on 16 March to 2 July, and postponement of a number of movie premieres, slightly offset by cinema rentals negotiations;
  • ii. Roaming and international calls: traffic and revenues impacted by restrictions imposed on international travel;
  • iii. Equipment sales: with the closure of shopping center and travel restrictions, there was a reduction in the sale of mobile phones and equipment, which is partially offset by the increase in online sales (in the long run there may be a positive effect on the evolution customer take-up of digital channels);
  • iv. Mobile data revenues: quarantine and isolation situations imply an increase in the use of wireless networks, reducing the use of mobile data; and,
  • v. Drop in revenue related to premium sports during the period when the national championship was suspended and advertising content.

In the quarter ended 31 March 2021, the impacts on NOS were felt particularly in the Cinemas and Audiovisuals activity with the closure of movie theatres since mid-January 2021 and in the Telco segment with impacts in terms of roaming revenues.

COMPANY 31 Mar 2021 31 Dec 2020
Sonae MC
Sempre a Postos - Produtos Alimentares e Utilidades, Lda 520,878 564,095
Sonae Sierra
3shoppings - Holding, SGPS, S.A. 11,852,220 11,766,625
Aliansce Sonae Shopping Centers, S.A. 75,884,974 79,756,902
Area Sur Shopping, S.L. 7,102,327 6,608,184
Fundo Investimento 10,078,434 10,656,984
Fundo Investimento Imobiliário Shop. Parque Dom Pedro ("FIISHPDP") 97,942,101 103,727,336
Iberia Shop.C. Venture Coöperatief U.A. ("Iberia Coop") 13,724,717 15,165,196
Le Terrazze - Shopping Centre 1 Srl 6,403,361 6,352,246
Mercado Urbano – Gestão Imobiliária, S.A. 1,218,895 1,211,277
Olimpo Real Estate Portugal, SIGI, S.A. 2,535,746 2,517,550
Olimpo Real Estate SOCIMI, S.A. 7,876,540 7,767,842
Serra Shopping- Centro Comercial, S.A. 993,851 981,615
Sierra European Retail Real Estate Assets Holdings, BV ("Sierra BV") 220,187,729 219,242,750
Sierra Portugal Feeder 1 2,051,058 2,052,163
Sierra Portugal Real Estate ("SPF") 19,815,976 19,742,422
Trivium Real Estate Socimi, S.A. 25,536,618 25,515,219
Zenata Commercial Project 2,081,304 2,015,742
Sonae IM
Alfaros SARL 4,537 9,975
Armilar Venture Partners - Sociedade de Capital de Risco, SA (Armilar) 1 1
Fundo de Capital de Risco Armilar Venture Partners II (Armilar II) 77,574,647 96,578,403
Fundo de Capital de Risco Armilar Venture Partners III (Armilar III) 26,471,657 31,302,286
Fundo de Capital de Risco Espirito Santo Ventures Inovação e Internacionalização
(AVP I+I)
13,646,077 16,025,833
Probe.ly - Soluções de Cibersegurança, Lda 137,071 133,897
Secucloud GMBH 1,832,499 1,671,708
Suricate Solutions 20,957 15,520
Others 4,938 19,728
Sonae SGPS
Iberian Sports Retail Group (ISRG) 88,506,898 83,905,118
Investment in associates companies 714,006,011 745,306,617

The detail per company of investments in associates is as follows:

In the period ended March 31, 2021, the variation in the proportion of the equity capital of the Armilar II Fund, in addition to the variation resulting from the appropriation of the fund's results, is essentially related to the fact resulting from changes

to the Armilar Funds Regulation, in which the amount related to the contractual incentive (Incentive Scheme) payable to the Fund Management Company, recorded in "Provisions" in the amount of 28,781,305 euros was reclassified to "Investments in joint ventures and associates".

8.2 Movement occurred in the period

During the period ended at 31 March 2021, movements in investments in joint ventures and associates are as follows:

31 Mar 2021
Investments in joint ventures Proportion on
equity
Goodwill Total
investment
Balance as at 1 January 711,852,013 91,224,584 803,076,597
Increases during the period 150,460 - 150,460
Period disposals (4,868,699) (874,686) (5,743,385)
Equity method:
Effect in gains or losses in joint controlled 8,191,743 - 8,191,743
Effect in equity capital and non-controlling interests 88,821 - 88,821
715,414,338 90,349,898 805,764,236
Investments in associates companies 31 Mar 2021
Proportion on
equity
Goodwill Total
investment
Initial balance as at 1 January 660,608,261 84,698,356 745,306,617
Change of method by percentage dilution (Note 14) (28,781,305) - (28,781,305)
Increases during the period 160,791 - 160,791
Capital reduction in associated companies (1,619,058) - (1,619,058)
Period disposals (1,691) - (1,691)
Equity method:
Effect in gains or losses in associated companies 10,627,217 - 10,627,217
Distributed dividends (1,203,464) - (1,203,464)
Effect in equity capital and non-controlling interests (10,483,096) - (10,483,096)
629,307,655 84,698,356 714,006,011

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.

9. Financial assets at fair value

9.1 Through profit or loss

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

Company Statment of financial position
Head Office 31 Mar 2021 31 Dec 2020
Sonae MC
Insco - Insular de Hipermerc., SA Ponta Delgada 4,748,744 4,748,744
Sportessence - Sport Retail, SA Ponta Delgada 595,964 595,964
5,344,708 5,344,708
Sonae IM
Arctic Wolf Networks, Inc Delaware 48,277,273 46,129,113
Ometria, Ltd. London 8,087,207 7,664,992
Sixgill Ltd Israel 5,117,280 4,889,580
CelllWise Singapore 8,347,578 7,976,142
ViSenze Singapore 2,489,389 2,378,620
CB4 Israel 3,457,683 3,278,059
Case on IT Madrid 4,402,087 4,402,087
Daisy Intelligence Canadá 1,121,924 1,050,496
Reblaze St. Louis 2,345,420 2,241,058
ciValue Yokneam (Israel) 1,910,451 1,825,443
Sales Layer Valência 2,500,358 2,500,358
Weaveworks San Francisco (USA) 4,264,399 4,074,649
Jscrambler Porto 1,550,000 1,550,000
Whitefantasy Évora 715,854 715,854
Sellforte Finland 2,500,003 -
Other financial assets 1,977,594 1,647,613
99,064,498 92,324,064
Financial assets at fair value through profit or loss 104,409,206 97,668,772

9.2 Through other comprehensive income

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

Company Statment of financial position
Head Office 31 Mar 2021 31 Dec 2020
Sonae
NOS SGPS, SA Lisbon 108,604,000 108,604,000
Sonae IM
Deepfence Califórnia 2,132,200 2,037,325
Nextail Labs, SL Madrid 1,628,759 1,628,759
Iriu sRisk Saragoça 1,416,514 1,416,514
StyleSage, Inc. Delaware 1,501,219 1,378,547
Sensei Castelo Branco 405,900 405,900
Eat Tasty Vila Nova Famalicão 259,696 259,696
Other financial assets 212,308 173,048
7,556,596 7,299,789
Financial assets at fair value through other comprehensive income 116,160,596 115,903,789

10. Deferred taxes

Deferred tax assets and liabilities as at 31 March 2021 and 31 December 2020 may be described as follows considering the different natures of temporary differences:

Deferred tax assets Deferred tax liabilities
31 Mar 2021 31 Dec 2020 31 Mar 2021 31 Dec 2020
Difference between fair value and acquisition cost 4,080,627 4,080,627 86,109,522 86,948,484
Temporary differences on property, plant and equipment and intangible assets 844,593 878,819 84,588,840 83,639,246
Temporary difference of negative goodwill and equity method - - 29,056,392 27,782,492
Provisions and impairment losses not accepted for tax purposes 17,999,255 20,038,528 - -
Impairment of assets - - 639,053 639,053
Valuation of hedging derivatives - 844,932 822,641 137,828
Amortisation of Goodwill for tax purposes in Spain - - 35,190,813 33,736,643
Revaluation of tangible assets - - 570,098 594,018
Tax losses carried forward 31,714,959 22,098,962 - -
Reinvested capital gains/losses - - 131,250 137,055
Tax Benefits 25,624,620 26,121,341 - -
Rights of use 265,622,877 277,241,211 233,811,303 245,406,220
Others 6,198,890 6,768,384 281,477 82,034
352,825,144 358,072,804 471,201,389 479,103,073

As at 31 March 2021 and 31 December 2020, 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.

11. Trade receivables and other current assets

The detail of trade receivables and other current assets as of 31 March 2021 and 31 December 2020 is as follows:

31 Mar 2021 31 Dec 2020
Trade receivable 252,732,378 147,594,934
Other receivables 88,407,445 102,619,195
Other current assets 88,924,335 80,218,791
430,064,158 330,432,920

As of 31 March 2021, the "Trade receivable" caption includes 135.5 million euros (36.2 million euros as at 31 December 2020) related to loans granted to customers as a result of SFS IME having claimed ownership over granting and managing loans to customers, through own funds, thus concentrating in itself the integral relationship with the customer after having the contractual relationship with BNPP PF ceased.

12. Non-controlling interest

During the period ended 31 March 2021, the movement in non-controlling interests are detailed as follows:

31 March 2021
Sonae MC Worten Sonae Sierra Sonae
Fashion
Sonae IM -
Sonaecom,
SGPS, SA
Others Total
Opening balance as at 1 January 2021 50,116,945 518,402 286,810,588 (774,070) 111,100,688 (709,424) 447,063,129
Distributed income of Investment Funds (120,104) - - - - - (120,104)
Change in percentage of subsidiaries - - (83,300,433) - - - (83,300,433)
Delivery and attribution of shares to employees due to
extinction of obligation
11,449 - - - - - 11,449
Change in currency translation reserve (2,419) - (1,900,073) - (22,225) - (1,924,717)
Change in fair value of assets available for sale - - - - 43,383 - 43,383
Changes in hedging reserves (15,402) - 229,989 1,414 - - 216,001
Others (35,245) - (66,891) (1) 91,593 - (10,544)
Profit for the period attributable to non-controlling interests 795,115 99,336 1,116,322 (116,892) 935,374 (54,046) 2,775,209
Closing balance as at 31 March 50,750,339 617,738 202,889,502 (889,549) 112,148,813 (763,470) 364,753,373

The item "Change in percentage of subsidiaries" refers to the acquisition of an additional 10% of Sonae Sierra share capital, previously own by Grosvenor Investments for 82 million euros, thus the Group now owns 80% of that subsidiary.

13. Loans

As at 31 March 2021 and 31 December 2020, loans are made up as follows:

31 Mar 2021
Outstanding amount
31 Dec 2020
Outstanding amount
Current Non Current Current Non Current
Empréstimos bancários
Bank loans
303,298,536 1,253,111,589 177,139,325 1,006,897,412
Empréstimos por obrigações
Bonds
9,849,955 677,608,211 9,849,955 687,699,113
Outros empréstimos
Other loans
2,563,069 1,550,925 6,367,713 1,806,789
Total loans 315,711,559 1,932,270,724 193,356,993 1,696,403,314
31 Mar 2021
Outstanding amount
31 Dec 2020
Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae, SGPS, SA - commercial paper 168,700,000 510,000,000 67,865,000 380,000,000
Sonae SGPS, SA 2016/2023 10,000,000 30,000,000 10,000,000 30,000,000
Sonae SGPS, SA 2020/2025 - 25,000,000 - 25,000,000
Sonae SGPS, SA 2020/2027 - 30,000,000 - 30,000,000
Sonae MC, SGPS,SA - commercial paper - 240,000,000 - 140,000,000
Sonae MC affiliated /2014/2023 - 50,000,000 - 50,000,000
Sonae MC affiliated /2015/2023 - 20,000,000 - 20,000,000
Sonae MC affiliated /2017/2025 3,333,333 10,000,000 3,333,333 13,333,333
Sonae MC /2018/2031 - 55,000,000 - 55,000,000
Sonae MC affiliated /2020/2025 - 55,000,000 - 55,000,000
Sonae Holding affiliated /2014/2021 20,000,000 - 20,000,000 -
Sonae Holding affiliated /2019/2023 - 50,000,000 - 50,000,000
Filial da Sonae SGPS / 2021 20,000,000 - - -
Sonae Holding affiliated - commercial paper 5,000,000 35,000,000 5,000,000 15,000,000
Sonae Sierra SGPS, SA - commercial paper 10,000,000 15,000,000 10,000,000 15,000,000
Sonae Sierra / 2018/2022 - 10,000,000 - 10,000,000
Sonae Sierra affiliated /2016/2021 41,300,000 - 41,300,000 -
Sonae Sierra affiliated /2015/2023 5,200,000 111,800,000 5,200,000 113,100,000
Others 6,080,463 7,429,611 3,614,637 7,052,922
289,613,796 1,254,229,611 166,312,970 1,008,486,255
Bank overdrafts 14,074,969 - 11,129,160 -
Up-front fees beard with the issuance of borrowings (390,229) (1,118,022) (302,805) (1,588,843)
Bank loans 303,298,536 1,253,111,589 177,139,325 1,006,897,412

31 Mar 2021
Outstanding amount
31 Dec 2020
Outstanding amount
Current Non Current Current Non Current
Bonds
Bonds Sonae SGPS/ 2019/2026 - 50,000,000 - 50,000,000
Bonds Sonae SGPS/ 2020/2027 - 160,000,000 - 160,000,000
Bonds ESG Sonae SGPS/ 2020/2025 - 50,000,000 - 50,000,000
Bonds ESG Sonae SGPS/ 2020/2025 - 20,000,000 - 20,000,000
Bonds Sonae MC / December 2015/2024 - 50,000,000 - 50,000,000
Bonds Sonae MC / May 2015/2022 - 75,000,000 - 75,000,000
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 - 50,000,000
Bonds Sonae MC / July 2020/2025 - 22,500,000 - 22,500,000
Bonds Sonae Sierra / 2018/2025 10,000,000 30,000,000 10,000,000 40,000,000
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 (150,045) (4,891,789) (150,045) (4,800,887)
Bonds 9,849,955 677,608,211 9,849,955 687,699,113
Other loans 657,831 1,550,925 701,251 1,806,789
Derivates 1,905,238 - 5,666,462 -
Other loans 2,563,069 1,550,925 6,367,713 1,806,789
315,711,559 1,932,270,724 193,356,993 1,696,403,314

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 2021 on bond loans and bank loans averaged approximately 1.10% (1.24% at 31 December 2020). 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 2021 31 Dec 2020
N+1 a) 314,346,596 188,143,381
N+2 442,038,602 331,971,676
N+3 619,725,502 530,727,265
N+4 391,337,391 234,987,237
N+5 239,627,276 341,020,193
After N+5 245,551,764 264,086,672
2,252,627,132 1,890,936,425

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 2021, Sonae has, as detailed below, cash and bank balance equivalents in the amount of 705 million euros (763 million euros as at 31 December 2020) and available credit lines as follows:

31 Mar 2021 31 Dec 2020
Commitments Commitments Commitments Commitments
of less than of more than of less than of more than
one year one year one year one year
Unused credit facilities
Sonae MC 43,500,000 217,500,000 94,000,000 265,000,000
Sonae Sierra 54,969,346 - 54,969,346 -
Holding & Others 2,187,082 2,339,121 109,266,276 207,161,129
100,656,427 219,839,121 258,235,622 472,161,129
Agreed credit facilities
Sonae MC 43,500,000 457,500,000 94,000,000 405,000,000
Sonae Sierra 54,969,346 - 54,969,346 -
Holding & Others 155,000,000 597,650,000 137,000,000 607,650,000
253,469,346 1,055,150,000 285,969,346 1,012,650,000

14. Provision and impairment losses

Movements in "Provisions and impairment losses" during the period ended 31 March 2021 are as follows:

Caption Balance as at
01 Jan 2021
Increase Decrease Balance as at
31 Mar 2021
Accumulated impairment losses on investments 3,577,791 - (112,934) 3,464,857
Impairment losses on property, plant and equipment 122,655,719 1,422,941 (11,978,516) 112,100,144
Impairment losses on intangible assets 34,342,007 246,909 (355,682) 34,233,234
Accumulated impairment losses on non-current assets 9,411,112 - (9,411,112) -
Accumulated impairment losses on non-current assets held for sale 51,375 - - 51,375
Accumulated impairment losses on other current debtors 34,555,949 3,791,921 (5,038,260) 33,309,610
Non - current provisions 47,032,991 1,527,437 (29,750,126) 18,810,302
Current provisions 16,344,127 1,041,501 (9,857,545) 7,528,083
267,971,071 8,030,709 (66,504,175) 209,497,605

In the period ended as at 31 March 2021, due to changes to the Armilar Funds Regulation, the amount related to the contractual incentive (Incentive Scheme) to be paid to the Fund Management Company, recorded in "Non-current provisions" in the amount of 28,701,305 euros, was reclassified to "Investments in joint ventures and associates".

The change in the caption "Impairment losses on tangible fixed assets" results mostly from the sale and write-off of Worten Spain's assets as a result of the disposal and closing of 17 and 14 stores respectively, consequence of the Worten's Spanish operation optimization plan.

The change in the caption "Accumulated impairment losses on non-current assets" is mostly explained by the reversal of the impairment, in the amount of 9.2 million euros, associated with the sale of the participation in the Pud, SLR (Note 8).

As of 31 March 2021, the difference between the total "Increase" and the balances of the Income Statement captions "Impairment losses" and "Provisions" is mostly explained by the impairment loss recorded in goodwill, in the amount of 7.4 million euros, in relation to a subsidiary of Sonae MC.

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

15. Income or expenses related to investments

Income or expenses related to investments for the periods ended 31 March 2021 and 2020 can be detailed as follows:

31 Mar 2021 31 Mar 2020
Dividends - 100,000
Sierra Prime% Dilution - 20,727,619
Others (1,125,000) 1,110,100
Gains / (losses) on the sale of investments in subsidiaries, joint ventures and associates (1,125,000) 21,837,719
Others (40,882) (100,367)
Impairment of investments in subsidiaries - -
Impairment reversal on financial investments - 2,885
Impairment reversal/(losses) on investments - 2,885
Total income and (expenses) related to investments (1,165,882) 21,840,237

16. Other Income

The breakdown of other income for the periods ending 31 March 2021 and 2020 is as follows:

31 Mar 2021 31 Mar 2020
Supplementary income 10,469,133 7,698,677
Prompt payment discounts obtained 6,988,240 6,595,838
Foreign currency exchange gains 6,068,433 4,227,588
Own work capitalised 3,219,838 3,616,602
Rent discounts relating to pandemic impact 3,679,575 -
Gains on sales of assets 2,617,065 599,455
Impairment losses reversals 2,403,432 726,561
Subsidies 790,132 222,157
Others 1,518,504 614,657
37,754,353 24,301,535

17. Net financial Expenses

As at 31 March 2021 and 2020, Net financial expenses are as follows:

31 Mar 2021 31 Mar 2020
Expenses
Interest payable
related with bank loans and overdrafts (3,334,158) (2,973,180)
related with non convertible bonds (2,162,823) (2,032,256)
related with operational leases (18,804,162) (18,445,511)
others (710,185) (421,643)
(25,011,328) (23,872,590)
Foreign exchange losses (10,537,476) (6,392,115)
Up front fees and commissions related to loans (1,525,115) (1,559,338)
Others (627,923) (691,489)
(37,701,842) (32,515,532)
Income
Interest receivable
others 511,646 551,397
511,646 551,397
Foreign exchange gains 9,603,365 2,586,945
Other financial income 7,162 21,277
10,122,173 3,159,619
NET FINANCIAL EXPENSES (27,579,669) (29,355,913)

18. Related parties

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

Jointly controlled companies Associated companies Other related parties
31 Mar 2021 31 Mar 2020 31 Mar 2021 31 Mar 2020 31 Mar 2021 31 Mar 2020 31 Mar 2021 31 Mar 2020
75,880 68,380 4,716,872 2,910,892 21,809,726 22,879,222 13,127,210 12,434,543
- - 72,522,128 69,884,952 - 6,145 920,729 572,656
96,513 119,718 4,607,994 3,503,983 2,350,148 1,271,587 3,651,776 2,675,615
- 15,406 156,592 230,732 1,744,388 1,598,464 36,688 29,315
172,393 203,504 82,003,586 76,530,558 25,904,262 25,755,418 17,736,403 15,712,129
Jointly controlled companies Associated companies Other related parties
31 Mar 2021 31 Dez 2020 31 Mar 2021 31 Dez 2020 31 Mar 2021 31 Dez 2020 31 Mar 2021 31 Dez 2020
- - 1,839,157 2,967,983 10,410,274 9,841,246 80,434 114,287
37,824 31,469 2,872,597 3,050,795 10,324,519 10,328,033 12,331,730 15,004,658
2,246 9,943 10,198,787 6,216,147 15,312,404 7,701,949 1,890,807 1,487,013
- 3,225 81,557,476 81,337,372 2,221,476 1,524,399 1,954,821 978,377
102,737 4,799 2,553,794 3,317,485 4,706,616 3,919,650 2,453,335 1,233,132
142,807 44,637 99,426,811 96,889,782 42,975,289 33,315,277 18,711,127 18,817,467
Parent Company
Parent Company

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.

19. Earnings per share

Earnings per share for the periods ended 31 March 2021 and 2020 were calculated taking into consideration the following amounts:

31 Mar 2021 31 Mar 2020
Continuing
Operations
Descontinuing
Operations
Continuing
Operations
Descontinuing
Operations
Net profit
Net profit taken into consideration to calculate basic earnings per share (consolidated
profit for the period)
2,802,562 (2,161,273) (56,953,747) (1,778,316)
Net profit taken into consideration to calculate diluted earnings per share 2,802,562 (2,161,273) (56,953,747) (1,778,316)
Number of shares
Weighted average number of shares used to calculate basic earnings per share 1,910,236,308 1,910,236,308 1,904,018,211 1,904,018,211
Effect of dilutive potential ordinary shares from convertible bonds 128,667,482 128,667,482 128,667,482 128,667,482
Outstanding shares related with share based payments 6,919,305 6,919,305 3,885,211 3,885,211
Shares related to performance bonus that can be bought at market price (1,624,905) (1,624,905) (1,486,370) (1,486,370)
Weighted average number of shares used to calculate diluted earnings per share 2,044,198,190 2,044,198,190 2,035,084,534 2,035,084,534
Earnings per share
Basic 0.001467 (0.001131) (0.029912) (0.000934)
Diluted 0.001371 (0.001057) (0.027986) (0.000874)

20. 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 Sonae 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 2021 and 2020 can be summarized as follows:

31 Mar 2021 31 Mar 2020
Consolidated Indirect
Income
Direct Income Consolidated Indirect
income
Direct income
Turnover 1,641,092,816 - 1,641,092,816 1,551,733,987 - 1,551,733,987
Investment income
Dividends and others adjustments - - - 100,000 - 100,000
Others (1,165,882) - (1,165,882) (24,244) - (24,244)
Others income
Reversal of impairment losses 2,215,994 - 2,215,994 165,807 - 165,807
Reversal of provisions for warranty extensions 187,438 - 187,438 560,754 - 560,754
Others 35,350,921 - 35,350,921 23,743,104 - 23,743,104
Total income 1,677,681,287 - 1,677,681,287 1,576,279,409 - 1,576,279,408
Total expenses (1,561,641,279) - (1,561,641,279) (1,475,883,866) - (1,475,883,864)
Depreciation and amortisation (84,541,074) - (84,541,074) (84,369,480) - (84,369,480)
Impairments of inventories - Covid-19 (4,500,000) - (4,500,000) (44,100,000) - (44,100,000)
Losses on property, plant and equipment and intangible assets (1,024,179) - (1,024,179) (1,073,534) - (1,073,534)
Impairment losses and provisions
Provisions for warranty extensions (190,026) - (190,026) (135,081) - (135,081)
Others (15,895,285) - (15,895,285) (19,894,635) (18,165,613) (1,729,022)
Profit before financial results and results of joint ventures and associates
and non-recurrent items
9,889,444 - 9,889,444 (49,177,187) (18,165,613) (31,011,573)
Non-recurrent items 162,772 - 162,772 21,579,633 - 21,579,633
Gains and losses on investments recorded at fair value through results 4,128,897 4,120,431 8,466 - - -
Financial profit/(loss) (27,579,669) - (27,579,669) (29,355,913) - (29,355,913)
Share of results of joint ventures and associated undertakings
Associates and joint ventures of Sonae Sierra 4,377,145 (296,747) 4,673,892 8,514,666 (645,266) 9,159,932
Armilar Venture Funds 2,567,164 2,567,164 - 262,749 262,749 -
ZOPT 6,931,092 - 6,931,092 (1,000,368) - (1,000,368)
Others 4,943,559 - 4,943,559 (283,581) - (283,581)
Profit before income tax 5,420,404 6,390,848 (970,444) (49,460,001) (18,548,131) (30,911,870)
Income Tax 157,367 (2,011,827) 2,169,194 5,777,662 (949,364) 6,727,026
Profit/(Loss) from continued operations 5,577,771 4,379,021 1,198,749 (43,682,339) (19,497,495) (24,184,844)
Profit/(Loss) from discontinued operations (2,161,273) - (2,161,273) (1,778,316) (900,000) (878,316)
Profit/(Loss) for the period 3,416,498 4,379,021 (962,524) (45,460,655) (20,397,495) (25,063,160)
Attributable to equity holders of Sonae 641,289 4,149,307 (3,508,018) (58,732,063) (20,343,291) (38,388,772)
Non-controlling interests 2,775,209 229,714 2,545,495 13,271,408 (54,203) 13,325,611
"Underlying" EBITDA (b) - - 113,642,454 - - 99,599,709
EBITDA (a) - - 128,192,496 - - 128,177,009
EBIT (c) - - 24,447,952 - - (2,534,273)

(a) EBITDA = total direct income - total direct expenses - reversal of direct impairment losses + share of results in joint ventures and associated undertakings (Sonae 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 Sonae 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.

21. Subsequent events

SONAE FINANCIAL SERVICES E BANCO CTT

On the 1st of April, Sonae SGPS, SA announced that its subsidiary Sonar SFS – Financial Services, IME, S.A. ("Sonae Financial Services") – entity managing the portfolio of financial products and services with the Universo brand – and Banco CTT, S.A. ("Banco CTT") signed a Partnership Agreement, in the area of financial services, which will be in force for the next five years.

Banco CTT will be responsible for financing the loans associated with the Universo Card and the respective inherent credit risk (initially through a securitization program in which Banco CTT will be the only subscribing entity), so that Universo continues its mission of providing a set of innovative and competitive financial solutions, maintaining itself as the exclusive interlocutor in the management and monitoring of all its customers throughout their life cycle and the operation's value chain.

The securitization operation will involve the sale of the credit portfolio constituted by Sonae Financial Services in the initial amount of 104 million euros and the subsequent sale of the credit portfolio that will be constituted, with the expectation that this portfolio will evolve to amounts greater than 300 million euro over a 12 month period.

SONAECOM E ARTIC WOLF

In April 2021 following an operation in the secondary market, Sonae SGPS, S.A. through its subsidiary SONAECOM, SGPS, S.A. disposed of part of its shares in Artic wolf, resulting in a gross gain of approximately 12.3 million euros and a gross cashin of 36.4 million euros.

22. Approval of financial statements

The financial statements were approved by the Board of Directors in a meeting held on 19 May 2021.

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

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.

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MEDIA AND INVESTOR CONTACTS

Patrícia Vieira Pinto Head of Investor Relations [email protected] Tel.: + 351 220 104 794

Tiago Soares External Communication [email protected] Tel.: + 351 220 104 747

Sonae Lugar do Espido Via Norte 4471-909 Maia, Portugal Tel.: +351 229 487 522

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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