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Sonae SGPS

Quarterly Report May 30, 2018

1901_10-q_2018-05-30_47ad96a4-3828-4d3d-88d5-bfe388bcbd51.pdf

Quarterly Report

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SONAE 1Q18 RESULTS SONAE 1ST QUARTER RESULTS 2018

1 HIGHLIGHTS AND CEO'S MESSAGE

  • Sonae turnover posted a solid evolution, increasing 8.7% y.o.y., to €1,342 M in 1Q18 (+6.7% in aggregated terms)
  • Sonae underlying EBITDA totalled €57 M, improving 11.0% versus 1Q17
  • Sonae EBITDA reached €70 M, growing 9.5% versus 1Q17 (+6.0% in aggregated terms)
  • Sonae net debt decreased by 8.2% y.o.y., to €1,266 M in the first quarter of 2018

"Sonae recorded a good start to the year of 2018, with Q1 consolidated turnover growing by 8.7% and profitability (EBITDA) by 9.5%. The performance of our food retail business and of Worten were particularly strong, both in terms of absolute growth but also in terms of LFL sales, (recording LFL growth of 5.3% and 8.8% respectively), well above what the calendar effect can explain. Including the remaining co-controlled companies, which performance also showed a favorable trend, turnover and EBITDA in aggregated terms reached 1.8 billion euros (+6.7%) and 230 million euros (+6.0%), respectively.

In addition to these encouraging results, we continued the execution of our different businesses' strategies and management of our portfolio, namely through the creation of the Iberian Sports Retail Group, materialised in the beginning of February, which is a result of the combination of Sport Zone with Sprinter and JD's Iberian operations and whose impact will start to be seen in our accounts from the next quarter onwards.

We also managed to maintain a significant level of investment, particularly into our growth avenues, at the same time as we reduced the cost and amount of our group debt and optimized our capital structure that supports our shareholder remuneration policy through dividends, which have grown at 5% a year since 2012."

Ângelo Paupério, Sonae Co-CEO

2 SONAE PERFORMANCE AND CAPITAL STRUCTURE

Sonae aggregated businesses overview
Million euros 1Q17 1Q18 y.o.y.
Turnover
Sonae Retail (1) 1,211 1,321 9.1%
Sonae Sierra (2) 54 54 0.1%
NOS (2) 380 383 0.7%
Sonae IM 33 33 1.0%
Sonae FS (3) 18 22 20.5%
Underlying EBITDA
Sonae Retail (1) 56 61 10.0%
Sonae Sierra (2) 25 27 7.6%
NOS (2) 142 147 3.0%
Sonae IM 1 1 36.8%
Sonae FS (3) 1 3 -

(1) Sonae Retail does not include Sport Zone figures. Due to the creation of Iberian Sports Retail Group in January 31th 2018, Sport Zone was registered as discontinued operation; (2) Aggregated turnover and Underlying EBITDA equals 100% of the figures reported by NOS or Sonae

Sierra. In statutory accounts equity method is used; (3) Includes 100% turnover and EBITDA of MDS.

Sonae consolidated results
Million euros 1Q17(1) 1Q18(1) y.o.y.
Turnover 1,234 1,342 8.7%
Underlying EBITDA 51 57 11.0%
Underlying EBITDA margin 4.2% 4.2% 0.1 p.p.
Equity method results (2)
o.w. S. Sierra (direct results)
o.w. NOS
14
8
7
15
8
8
7.7%
12.5%
16.7%
Non-recurrent items -1 -2 -
EBITDA 64 70 9.5%
EBITDA margin 5.2% 5.2% 0.0 p.p.
D&A (3) -46 -50 -9.3%
EBIT 18 20 10.0%
Net financial results -7 -8 -8.4%
EBT 11 12 11.1%
Taxes 1 2 48.4%
Direct results (4) 12 14 15.6%
Indirect results -4 7 -
Net income 9 21 145.7%
Non-controlling interests 0 -1 -
Net income group share 8 20 138.7%

(1) Due to the creation of Iberian Sports Retail Group in January 31th 2018, Sport Zone was registered as discontinued operation. In June 2017, after the sale of 1,773 shares from MDS SGPS to IPLF Holding, MDS started to be consolidated through the Equity Method and was included in Sonae FS. From 1Q16 until June 2017, MDS was registered as a discontinued operation;

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

(3) Depreciations & amortisations including provisions & impairments;

(4) Direct results before non-controlling interests.

Sonae net invested capital
Million euros 1Q17 1Q18 y.o.y.
Net invested capital 3,373 3,332 -1.2%
Sonae shareholders funds 1,993 2,065 3.6%
Sonae net debt (1) 1,380 1,266 -8.2%
Net debt / Invested capital 40.9% 38.0% -2.9 p.p.
(1) Financial net debt + net shareholder loans.

In the first quarter of 2018, all businesses registered a positive evolution, increasing turnover and improving underlying EBITDA in comparison with the 1Q17.

From a statutory point, Sonae consolidated turnover reached €1,342 M in 1Q18, an increase of 8.7% when compared to the same period of last year, mainly driven by Sonae Retail, that benefited especially from the performances of Sonae MC and Worten.

Sonae consolidated EBITDA grew by 9.5% versus 1Q17, amounting to €70 M in 1Q18, underpinned by a higher underlying EBITDA, that increased by 11.0% y.o.y., and by a higher contribution of the equity method results, particularly driven by strong performances of NOS and Sonae Sierra.

Sonae net financial results show a slight deterioration when compared to last year, and the average interest rate of outstanding debt slightly decreased to 1.2% in the 1Q18.

The lower contribution from D&A and from the net financial results were more than offset by the higher contribution of EBITDA and consequently Sonae direct results stood at €14 M, + 15.6% versus 1Q17.

Sonae indirect results amounted to €7 M, growing versus 1Q17, driven by the capital gains of Sport Zone's merger with JD Sprinter.

Sonae net income group share more than doubled in comparison to the 1Q17, benefiting from higher contributions both direct and indirect results, reaching €20 M in 1Q18.

Sonae net debt decreased by €113 M in comparison to 1Q17, to €1,266 M in 1Q18 and financial leverage stood at 38.0%, less 2.9 p.p. versus 1Q17.

2 SONAE PERFORMANCE AND CAPITAL STRUCTURE (continued)

Gearing

Million euros 1Q17 1Q18 y.o.y.
Net financial debt 1,379 1,267 -8.2%
Retail 857 780 -9.0%
Sonae IM 1 0 -94.0%
Holding & other 521 487 -6.6%
Sonae net debt 1,380 1,266 -8.2%

Capital Structure

Net debt to EBITDA - Retail

Capital Structure Loan-to-value (%) - Holding

Sonae Capex
Million euros 1Q17 1Q18 % of
Turnover
Capex 54 71 5.3%
Sonae Retail 47 64 4.8%
Sonae MC 28 42 4.5%
Worten 6 5 2.3%
Sonae Sports & Fashion 4 5 5.4%
Sonae RP 8 10 44.7%
Maxmat 0 1 3.1%
Sonae IM 2 3 9.9%
Sonae FS 0.0 0.3 5.0%

The average gearing at book value decreased from 0.7x in the 1Q17, to 0.6x in 1Q18, and the average gearing at market value decreased 0.2x when compared to last year, to 0.6x in the 1Q18, resulting from a decrease in net debt combined with an increase of Sonae's share price.

In 1Q18, Sonae sustained a solid capital structure, having optimised funding costs and preserved sufficient back-up liquidity and a long maturity profile. The average maturity profile remained stable at circa 4 years. The group maintained its practice of being fully financed for the coming 18 months and at the same time improved its general funding conditions.

Retail net debt amounted to €780 M, a reduction of €77 M compared with 1Q17 and retail net debt to EBITDA stood at 2.2x, decreasing 0.4x versus 1Q17, due not only to a decrease in retail net debt but also to an improvement of profitability.

The Holding & other net debt reduced by 6.6% when compared to the last year, to €487 M and the loan-to-value ratio of the Holding decreased to 10%.

Sonae Capex amounted to €71 M, €17 M above the value registered in the 1Q17, mostly motivated by the higher capex level of Sonae MC, while the remaining businesses kept the capex levels relatively stable.

3 SONAE RETAIL RESULTS

SONAE MC

Turnover and underlying EBITDA mg evolution (€M; %) In the 1Q18, Sonae MC turnover reached €940 M, growing 10.0% y.o.y., supported by a LfL sales growth of 5.3%. Even excluding the favourable effect of an early Easter, LfL sales growth registered a very positive figure.

This strong performance allowed Sonae MC to reinforce its market leadership and is the result of the continuous efforts made over the last quarters in order to strengthen its value proposition. During this quarter Sonae MC kept working on improving the quality of the perishables and improving its price perception. Additionally, Sonae MC continued the store network expansion through convenience formats, namely Continente Bom Dia.

The underlying EBITDA reached €34 M, +12.7% versus 1Q17. The underlying EBITDA margin increased 10 bps y.o.y. despite the impact of the store network expansion and the very intense competitive environment.

Throughout the first quarter, Sonae MC remained focused on enlarging its position in the Health and Wellness segment, having opened 4 Well's parapharmacies. Already in the 2Q18, Sonae MC opened the first Go Natural supermarket in Oporto, and acquired Amor Bio, 2 organic convenience supermarkets located in Lisbon, thus having, currently, a portfolio of 10 supermarkets entirely dedicated to healthy food. Additionally, during the 1Q18, Sonae MC opened 2 Dr. Wells clinics in Lisbon and Oporto.

3 SONAE RETAIL RESULTS (continued)

WORTEN

SONAE SPORTS & FASHION

Turnover and underlying EBITDA mg evolution (€M; %) SONAE FASHION

*Restated fashion accounts. In 2017 there were no fashion accounts reported.

Turnover and underlying EBITDA mg evolution (€M; %) Worten turnover reached €242 M in 1Q18, an increase of 9.3% in comparison with last year, supported by LfL sales growth of 8.8% and strong performance of the e-commerce, which kept the positive trend observed in previous quarters. This sales performance was above the market evolution, both in Portugal and in Spain where market share increased across all channels (physical stores and e-commerce).

Underlying EBITDA amounted to €3 M in 1Q18, +27.5% versus 1Q17, corresponding to an underlying EBITDA margin of 1.4%.

In 1Q18, Sonae Fashion turnover reached €96 M, increasing 1.5% compared with the same period of 2017, and registered a LfL sales growth of 3.7%. A positive performance despite the unusual weather conditions that impacted the performance of the quarter.

We highlight the good performance of the online operation that continued to grow both in the original portfolio and at Salsa. It is worth mentioning Zippy's online operation which grew 68% and, MO which more than doubled its online sales y.o.y..

The underlying EBITDA improved versus 1Q17, reaching €2 M, +5.0% y.o.y., corresponding to an underlying EBITDA margin of 2.4%, 10 bps above 1Q17.

IBERIAN SPORTS RETAIL GROUP

In January 31st 2018, the agreement for the combination of JD Sprinter and Sport Zone was concluded, creating the Iberian Sports Retail Group (ISRG), the second largest sports retail group in Iberia. ISRG will be equity consolidated from 2Q18 onwards.

3 SONAE RETAIL RESULTS (continued)

SONAE RP

Turnover and underlying EBITDA mg evolution (€M; %)

RP Portfolio – as of % of Gross Book Value

On March 31st, Sonae RP portfolio corresponded to a gross book value of €1,275 M and a net book value of €908M, comprising 20 Continente stores, 60 Continente Modelo stores and 30 Continente Bom Dia stores.

During the first quarter Sonae RP did not complete any sale and leaseback transaction and consequently, Sonae MC's freehold stood at 47%, a value that compares with 50% in 1Q17.

Sonae RP turnover increased by 2.4% when compared to the same period of last year, despite the freehold reduction y.o.y., amounting to €23 M in 1Q18 and the underlying EBITDA stood at €21 M, corresponding to an underlying EBITDA margin of 87.5%.

4 SONAE FS RESULTS

Financial Indicators
Million euros 1Q17 1Q18 y.o.y.
Production 180 219 21.1%
Turnover 5 7 29.5%
Underlying EBITDA 0.7 1.2 83.8%
Underlying EBITDA margin 12.2% 17.3% 5.1 p.p.

Sonae FS turnover grew by 29.5% compared to the same period of last year, to €7 M in 1Q18. The underlying EBITDA amounted to €1.2 M, corresponding to an underlying EBITDA margin increase from 12.2% in 1Q17 to 17.3% in 1Q18.

With regards to Universo's operation, the first three months of this year continued to present a growth trend, increasing both the number of subscribers, that reached 637 thousand, and production, which grew 30.7% in relation to 1Q17.

5 SONAE SIERRA RESULTS

Operational Indicators
Footfall (million visitors) 1Q17
101
1Q18
107
y.o.y.
5.9%
Europe & New Markets 78 85 8.2%
Brazil 23 23 -1.6%
Ocuppancy rate (%) 96.3% 95.6% -0.7 p.p.
Europe 97.0% 96.5% -0.5 p.p.
Brazil 94.3% 92.7% -1.6 p.p.
Like-for-Like (LfL) tenant sales
Europe 0.1% 4.2% -
Brazil (local currency) 4.6% 4.8% -
Tenant sales (million euros) 1,058 1,061 0.3%
Europe (million euros) 736 778 5.7%
Brazil (million euros) 322 283 -12.1%
Brazil (million reais) 1,077 1,129 4.8%
Nº of shopping centres owned and/or
managed (EOP)
64 65 1
Europe 54 55 1
Brazil 10 10 0
Nº of shopping centres owned/co
owned (EOP)
46 45 -1
Europe 37 36 -1
Brazil 9 9 0
GLA under Management ('000 sqm) 2,293 2,440 6.4%
Europe & New Markets 1,811 1,966 8.5%
Brazil 481 475 -1.4%
Financial Indicators
Million euros 1Q17 1Q18 y.o.y.
Turnover 54 54 0.1%
EBIT 25 27 7.8%
EBIT margin 46.7% 50.3% 3.6 p.p.
Direct results 15 17 12.6%
Indirect results 1 -2 -
Net results 16 15 -3.4%
… attributable to Sonae 8 8 -3.4%

Includes investment properties at open market value and development properties at cost.

In the first quarter, Sonae Sierra reinforced its development activity by signing in February a 50/50 joint-venture agreement with Impresa Pizzarotti to develop a new shopping district in Parma. This shopping with a total GLA of 74,000 sqm is scheduled to be inaugurated in Autumn 2019 and represents an investment of circa €200 M. Further projects in the pipeline include: Designer Outlet McArthurGlen in Málaga (Spain) and Jardín Plaza in Cucuta (Colombia) as well as the expansion of NorteShopping and Colombo (Portugal).

Pursuing its recycling strategy, Sonae Sierra reduced its share in SerraShopping from 11.25% to 5% and continued to make acquisitions in the total amount of €94 M through ORES Socimi, the real estate investment vehicle joint-venture with Bankinter, in Portugal and Spain.

In term of services, Sonae Sierra signed this quarter a total of 77 new contracts for development, investment management and property management services in the total amount of €5.2M. In addition, and following the recent disposals in Portugal, 3 services contracts were renewed in the total amount of €1.8M.

Shopping centre operational performance recorded a global occupancy rate of 95.6% in 1Q18, 0.7pp below 1Q17, mostly due to temporary effects.

In Europe, LfL tenant sales increased by 4.2%, mainly impacted by the early Easter and the improved performance in Iberia and Romania, which combined with portfolio changes led to a tenant sales growth of 5.7% to €778 M. In Brasil, LfL tenant sales grew by 4.8% and tenant sales in local currency grew also 4.8% to R\$ 1,129 M. Total tenant sales only grew 0.3% to €1,061 M due the adverse impact of the depreciation in the Brazilian real.

Sonae Sierra turnover totalled €54 M, remaining flat when compared to the 1Q17. EBIT increased by 7.8% in comparison to the same period of last year, corresponding to an EBIT margin of 50.3% and direct results stood at €17 M, +12.6% versus 1Q17. The y.o.y. decrease in the indirect results is mainly due to lower results on sales of properties.

At the end of March, NAV amounted to €1,441 M, +0.6% above the value recorded at 31st December, mostly explained by the net result of the period which was partially offset by the adverse impact of the depreciation in the Brazilian real. In 1Q18, loan-to-value stood in line with the 4Q17, at 31%.

6 NOS RESULTS

Financial Indicators
Million euros 1Q17 1Q18 y.o.y.
Operating revenues 380 383 0.7%
EBITDA 142 147 3.0%
EBITDA margin 37.4% 38.3% 0.9 p.p
Net results 33 34 3.0%
Capex 86 88 1.4%
Free Cash Flow 58 35 -
Operational Indicators
('000) 1Q17 1Q18 y.o.y.
Total RGUs (Net adds) 78 43 -
Convergent RGUs (Net adds) 122 82 -
Mobile (Net adds) 31 31 -
Pay TV (Net adds) 8 -2 -
Total RGUs 9,155 9,454 3.3%
Convergent RGUs 3,509 3,732 6.4%
Convergent customers 698 740 6.0%
ARPU/Unique subscriber with fixed
access (euros)
45 44 -

NOS published its results on May 10th 2018, which are available at www.nos.pt.

In the 1Q18, NOS operating revenues reached €383 M, +0.7% when compared to the same period of 2017, growing telco revenues by 0.9% y.o.y..

NOS EBITDA increased by €4 M versus 1Q17, amounting to €147 M and representing an EBITDA margin of 38.3%.

Net results totalled €34 M in 1Q18, 3.0% above the value registered in 1Q17.

NOS capex stood in line with the 1Q17, at €88 M.

Regarding the operational indicators, total RGUs grew by 3.3% in comparison with the 1Q17, reaching 9,454 thousand while the convergent RGUs stood at 3,732 thousand, +6.4% versus 1Q17.

7 SONAE IM RESULTS

Portfolio
Controlling stakes Minority stakes
WeDo Technologies AVP Funds
S21Sec Stylesage
Saphety Probe.ly
Bizdirect Ometria
InovRetail Arctic Wolf
Bright Pixel Secucloud
Continuum Security
Jscramber

Sonae IM has been implementing an active portfolio management strategy, with the clear objective of building and managing a portfolio of tech-based companies linked to retail and telecommunications, leveraging the strong Group's strong expertise in these two verticals and aiming to develop innovative solutions, with an international focus.

Turnover and underlying EBITDA mg evolution (€M; %)

Sonae IM turnover totalled €33 M in the 1Q18, +1.0% above the 1Q17, and the underlying EBITDA margin stood at 2.9%, increasing 70 bps in relation to last year.

8 CORPORATE INFORMATION

Main corporate events in the 1Q18

February 1st 2018

Sonae announced the conclusion of the agreement with JD Sports Fashion Plc, Balaiko Firaja Invest S.L. and JD Sprinter Holdings 2010, S.L. (JD Sprinter) for the combination of JD Sprinter and Sport Zone, initially announced to the market on September 14th 2017.

March 15th 2018

Sonae published its FY17 Results and announced that it is currently analysing the opportunity of a potential listing of a retail portfolio, in which Sonae SGPS will retain a majority shareholding. At this stage, no formal decision has been taken and further details will be provided in due course.

Subsequent events

May 3rd 2018

In the Annual General Assembly, which took place on May 3rd 2018, the company's shareholders approved, amongst other items, the distribution of a gross dividend per share, relative to the 2017 financial year, in the amount of 0.042 euros. This dividend, which will be paid on May 30th 2018, corresponded to a dividend yield of 3.7%, based on the closing price as at December 31st 2017, and to a payout ratio of 64% of the consolidated direct income attributable to equity holders of Sonae.

9 ADDITIONAL INFORMATION

Methodological notes

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

Glossary

Capex Investments in tangible and intangible assets and investments in acquisitions.
Direct results Results before non-controlling interests excluding contributions to indirect results.
(Direct) EBIT Direct EBT - financial results.
EBITDA Underlying EBITDA + equity method results + non-recurrent items.
(Direct) EBT Direct results before taxes.
EBITDA margin EBITDA / turnover.
EoP End of period.
Financial net debt Total net debt excluding shareholders' loans.
Gearing (book value) Average of the last four quarters considering, for each quarter, total net debt (EoP) / total shareholders'
funds (EoP).
Gearing (market value) Average of the last four quarters considering, for each quarter, total net debt (EoP) / equity value
considering the closing price of Sonae shares on the last day of each quarter.
GLA Gross Lettable Area: equivalent to the total area available to be rented in the shopping centres.
Indirect results Includes Sonae Sierra's results, net of taxes, arising from: (i) investment property valuations; (ii) capital
gains (losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses of
non-current assets (including goodwill) and (iv) provision for assets at risk. Additionally and concerning
Sonae's portfolio, it incorporates: (i) impairments in retail real estate properties; (ii) reductions in
goodwill; (iii) provisions (net of taxes) for possible future liabilities and impairments related with non-core
financial investments, businesses, assets that were discontinued (or in the process of being
discontinued/repositioned); (iv) results from mark to market methodology of other current investments
that will be sold or exchanged in the near future; and (v) other non-relevant issues.
Investment properties Shopping centres in operation owned and co-owned by Sonae Sierra.
Liquidity Cash & equivalents + current investments.
Like for Like sales (LfL) Sales made by stores that operated in both periods under the same conditions. Excludes stores opened,
closed or which suffered major upgrade works in one of the periods.
Loan to value (LTV) -
Holding
Holding net debt / investment portfolio gross asset value; gross asset value based on market multiples,
real estate NAV and market capitalisation for listed companies.
Loan to value (LTV) -
Shopping Centres
Net debt / (investment properties + properties under development).
Net asset value (NAV) Open market value attributable to Sonae Sierra - net debt - minorities + deferred tax liabilities.
Net debt Bonds + bank loans + other loans + financial leases + shareholder loans - cash, bank deposits, current
investments, and other long-term financial applications.
Net invested capital Total net debt + total shareholders' funds.
Open market value
(OMV)
Fair value of properties in operation and under development (100%), provided by independent
international entities.
Other loans Bonds, leasing and derivatives.
RGU Revenue generating unit.
Technical investment Tangible assets + intangible assets + other fixed assets - depreciations and amortisations.
Underlying EBITDA Recurrent EBITDA from the businesses consolidated using the full consolidation method.

Note: Sonae implemented the following changes in its reporting structure:

(i) from 1Q17, Maxmat is reported under "Sonae Retail", together with Sonae MC, Worten, Sonae Sports & Fashion and Sonae RP; and, (ii) MDS started to be consolidated through the Equity Method and was included in Sonae FS, in June 2017, after the sale of 1,773 shares from MDS SGPS to IPLF Holding. From 1Q16 until June 2017, MDS was registered as a discontinued operation; (iii) From 1Q17 until January 2018, Sport Zone figures were reported under discontinued operation.

Sonae statement of financial position
Million euros 1Q17 1Q18 y.o.y.
TOTAL ASSETS 5,487 5,567 1.5%
Non current assets 4,034 4,197 4.0%
Tangible and intangible assets 1,965 1,974 0.5%
Goodwill 625 631 0.9%
Other investments 1,357 1,496 10.3%
Deferred tax assets 68 74 7.8%
Others 19 23 19.6%
Current assets 1,453 1,370 -5.7%
Stocks 693 629 -9.2%
Trade debtors 118 130 10.3%
Liquidity 286 347 21.7%
Others 357 264 -26.2%-
SHAREHOLDERS' FUNDS 1,993 2,065 3.6%
Equity holders 1,825 1,898 4.0%
Attributable to minority interests 168 167 -0.5%
LIABILITIES 3,493 3,502 0.2%
Non-current liabilities 1,579 1,551 -1.8%
Bank loans 723 738 2.1%
Other loans 703 648 -7.9%
Deferred tax liabilities 110 133 20.2%
Provisions 21 19 -12.7%
Others 22 14 -36.3%
Current liabilities 1,914 1,951 1.9%
Bank loans 239 180 -24.8%
Other loans 11 61 -
Trade creditors 1,027 1,068 4.0%
Others 638 642 0.7%
SHAREHOLDERS' FUNDS + LIABILITIES 5,487 5,567 1.5%

Condensed consolidated financial statements

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2018 AND 2017 AND 31 DECEMBER 2017

(Amounts expressed in euro)

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

ASSETS Notes 31 Mar 2018 31 Mar 2017
Restated
31 Dec 2017
NON-CURRENT ASSETS:
Tangible assets 6 1,612,185,268 1,605,709,787 1,650,873,072
Intangible assets 7 361,614,042 358,811,411 367,924,247
Goodwill 8 630,667,125 625,323,829 634,363,213
Investments in joint ventures and associates 9 1,475,024,657 1,344,167,461 1,414,450,837
Other investments 10 21,414,658 12,734,203 19,423,775
Deferred tax assets 13 73,582,563 68,234,654 71,883,593
Other non-current assets 11 22,725,397 19,001,445 23,611,943
Total Non-Current Assets 4,197,213,710 4,033,982,790 4,182,530,680
CURRENT ASSETS:
Inventories 629,250,369 692,668,545 713,253,625
Trade account receivables and other debtors 12 393,258,855 402,196,721 343,316,395
Investments 10 158,413 732,331 179,881
Cash and cash equivalents 14 347,290,481 284,832,538 364,589,115
Total Current Assets 1,369,958,118 1,380,430,135 1,421,339,016
Assets available for sale 15 - 72,431,356 782,540
TOTAL ASSETS 5,567,171,828 5,486,844,281 5,604,652,236
EQUITY AND LIABILITIES
EQUITY:
Share capital 16 2,000,000,000 2,000,000,000 2,000,000,000
Own shares 16 (108,567,192) (111,459,703) (108,567,192)
Reserves and retained earnings (13,518,047) (71,900,015) (89,958,584)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company 20,006,121 8,379,992 165,753,915
Equity attributable to the equity holders of the Parent Company 1,897,920,882 1,825,020,274 1,967,228,139
Equity attributable to non-controlling interests 17 167,472,823 168,387,560 167,809,994
TOTAL EQUITY 2,065,393,705 1,993,407,834 2,135,038,133
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 18 1,385,648,252 1,425,965,357 1,220,234,342
Other non-current liabilities 20 13,707,471 21,502,777 13,449,318
Deferred tax liabilities 13 132,539,864 110,277,307 132,200,898
Provisions 23 18,643,152 21,358,071 18,955,625
Total Non-Current Liabilities 1,550,538,739 1,579,103,512 1,384,840,183
CURRENT LIABILITIES:
Loans 18 240,767,271 249,880,728 269,078,453
Trade creditors and other liabilities 22 1,705,478,113 1,619,095,353 1,810,085,084
Provisions
Total Current Liabilities
23 4,994,000
1,951,239,384
3,208,566
1,872,184,647
5,610,383
2,084,773,920
Liabilities available for sale 15 - 42,148,288 -
TOTAL LIABILITIES 3,501,778,123 3,451,288,159 3,469,614,103
TOTAL EQUITY AND LIABILITIES 5,567,171,828 5,486,844,281 5,604,652,236

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2018 AND 2017

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

(Amounts expressed in euro) Notes 31 Mar 2018 31 Mar 2017
Restated
Note 14
Sales 5 1,287,477,962 1,186,774,010
Services rendered 5 54,990,462 47,705,691
Gains and losses on investments 15,908 -
Financial income 2,424,140 2,237,364
Other income 26 24,665,025 22,565,250
Cost of goods sold and materials consumed (927,676,074) (848,496,353)
Changes in stocks of finished goods and work in progress (1,117,406) (31,362)
External supplies and services (171,788,806) (163,709,833)
Staff costs (194,617,008) (178,786,391)
Depreciation and amortisation 6 and 7 (49,478,110) (45,692,782)
Provisions and impairment losses (1,738,641) (467,669)
Financial expenses (10,353,057) (9,549,279)
Other expenses (16,674,800) (15,727,628)
Share of results of joint ventures and associetad companies 9.3 13,532,860 14,093,368
Profit/(Loss) before taxation from continuing operations 9,662,455 10,914,386
Taxation 27 2,179,178 1,468,307
Profit/(Loss) after taxation from continuing operations 11,841,633 12,382,693
Profit/(Loss) from discontinued operations after taxation 3.4 and 4 9,365,284 (3,752,135)
Consolidated profit/(Loss) for the period 21,206,917 8,630,558
Attributable to equity holders of the Parent Company:
Continuing operations 10,719,417 12,386,664
Discontinued operations 9,286,704 (4,006,672)
20,006,121 8,379,992
Attributable to non-controlling interests
Continuing operations 1,122,216 (3,971)
Discontinued operations 78,580 254,537
17 1,200,796 250,566
Profit/(Loss) per share
From continuing operations
Basic 29 0.005660 0.006565
Diluted 29 0.005277 0.006126
From discontinued operations
Basic 29 0.004904 (0.002124)
Diluted 29 0.004572 (0.001982)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 31 MARCH 2018 AND 2017

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

(Amounts expressed in euro) 31 Mar 2018 31 Mar 2017
Net Profit / (Loss) for the period 21,206,917 8,630,558
Items that maybe reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations
Participation in other comprehensive income (net of tax) related to joint ventures
464,085 100,107
and associated companies included in consolidation by the equity method (Note
9.3)
(6,171,586) 2,731,134
Changes in hedge and fair value reserves 56,399 (2,922,343)
Deferred taxes related with other components of comprehensive income 810 619,787
Others 216,985 (30,808)
Other comprehensive income for the period (5,433,307) 497,877
Total comprehensive income for the period 15,773,610 9,128,435
Attributable to:
Equity holders of parent company 14,799,145 8,797,231
Non controlling interests 974,465 331,204

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 31 MARCH 2018 AND 2017

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

Res
d Re
tain
ed E
arni
erve
s an
ngs
(Am
d in
o)
ts e
oun
xpr
esse
eur
Sha
re Cap
ital
Ow
n Sha
res
al Res
Leg
erve
Cur
cy Tran
ren
slat
ion Res
erve
Hed
ging
Res
erve
ion
Opt
Pre
miu
m
ible
Con
vert
Bon
ds
Not
e 24
Oth
er R
ese
rves
and
d
Ret
aine
Earn
ings
al
Tot
Net
Prof
it/(
)
Loss
al
Tot
Non
trol
ling
con
Inte
rest
s
(No
te 1
7)
Tot
al
Equ
ity
Attr
ibut
able
quit
y Ho
to E
lder
s of
Par
ent
Com
pan
y
Bala
201
isclo
sed
t 1 J
7 - D
nce
as a
anu
ary
2,00
0,00
0,00
0
(114
,738
,086
)
244
,211
,592
3,84
5,88
9
1,94
8,40
5
22,3
13,0
00
(478
,988
)
,441
(206
,669
)
,555
215
,073
,949
1,89
3,66
6,30
8
170,
,866
771
2,06
4,43
8,17
4
nt (
1)
Effe
f re
Not
e 3.
ct o
stat
eme
- - - - - - - - - - (1,7
80)
31,6
(1,7
80)
31,6
Bala
ted
t 1 J
201
7 - R
esta
nce
as a
anu
ary
2,00
0,00
0,00
0
(114
)
,738
,086
244
,211
,592
3,84
5,88
9
1,94
8,40
5
22,3
13,0
00
(478
)
,988
,441
(206
)
,669
,555
215
,073
,949
1,89
3,66
6,30
8
169,
040
,186
2,06
2,70
6,49
4
al co
sive
inc
for
the
riod
Tot
mpr
een
ome
pe
- - - (30,
690
)
(2,2
49,5
23)
- 2,69
2
7,45
,239
417
8,37
9,99
2
8,79
7,23
1
331
,204
9,12
8,43
5
riat
ion
of c
olid
ated
fit o
f 20
16
App
net
rop
ons
pro
sfer
to l
l res
d re
ed e
Tran
tain
arni
ega
erve
s an
ngs
Divi
den
ds d
istri
but
ed
Obl
igat
ion
fulf
ield
by
sha
ttrib
utio
ploy
n to
re a
em
ees
h Se
ttle
d Eq
uity
arly
tial
inat
ion
(No
6)
Cas
Sw
term
te 1
ap e
par
ial d
sal
f aff
iliat
ed c
Part
ispo
quis
itio
ies
or a
ns o
om
pan
-
-
-
-
-
-
-
-
3,27
8,38
3
-
3,06
5,01
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
212
,008
,938
(80,
)
000
,000
230
,970
(664
)
,756
(287
)
,862
215
,073
,949
(80,
)
000
,000
230
,970
(664
)
,756
(287
)
,862
(215
)
,073
,949
-
-
-
-
-
(80,
)
000
,000
230
,970
2,61
3,62
7
(287
)
,862
-
(27,
)
938
24,1
23
-
(980
)
,015
-
(80,
)
027
,938
255
,093
2,61
3,62
7
(1,2
77)
67,8
Bala
t 31
Ma
rch
201
7 R
ted
esta
nce
as a
2,00
0,00
0,00
0
(111
)
,459
,703
247
,276
,603
3,81
5,19
9
(301
)
,118
22,3
13,0
00
(345
)
,003
,699
(71,
)
900
,015
8,37
9,99
2
1,82
5,02
0,27
4
168,
387
,560
1,99
3,40
7,83
4
Bala
t 1 J
201
8
nce
as a
anu
ary
2,00
0,00
0,00
0
(108
)
,567
,192
247
,276
,603
4,00
3,43
2
174,
419
22,3
13,0
00
(363
)
,726
,038
(89,
)
958
,584
165,
753
,915
1,96
7,22
8,13
9
167,
809
,994
2,13
5,03
8,13
3
Tot
al co
sive
inc
for
the
riod
mpr
een
ome
pe
- - - 485
,680
63,6
98
- (5,7
54)
56,3
(5,2
76)
06,9
20,0
06,1
21
14,7
99,1
45
974
,465
15,7
73,6
10
Apl
icaç
ão d
sult
ado
líqu
ido
soli
dad
o de
201
7
o re
con
sfer
to l
l res
d re
tain
ed e
arni
Tran
ega
erve
s an
ngs
Divi
den
ds d
istri
but
ed
Dist
ribu
tion
of i
inc
fun
d
stm
ent
nve
ome
Obl
igat
ion
fulf
ield
by
sha
ttrib
utio
ploy
n to
re a
em
ees
-
-
-
-
-
-
-
-
4,66
1,16
4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
161
,092
,751
(84,
)
000
,000
-
776
,199
165,
753
,915
(84,
)
000
,000
-
776
,199
(165
,753
,915
)
-
-
-
-
(84,
)
000
,000
-
776
,199
-
(16,
)
806
(120
)
,104
11,1
90
-
(84,
)
016
,806
(120
)
,104
787
,389
Sha
re-b
d pa
recl
fica
fro
al to
liab
iliti
nt -
assi
tion
apit
ase
yme
m c
es
- - - - - - (578
)
,200
(578
)
,200
- (578
)
,200
- (578
)
,200
Acq
uisi
tion
of s
ubs
idia
ries
Cha
olid
eth
in c
atio
od
nge
ons
n m
Imp
of a
pply
ing
IFRS
15
act
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(304
,401
)
-
-
(304
,401
)
-
-
-
-
-
(304
,401
)
80,0
00
(1,2
39)
11,0
(54,
877
)
80,0
00
(1,2
39)
11,0
(359
,278
)
Bala
rch
t 31
Ma
201
8
nce
as a
2,00
0,00
0,00
0
(108
)
,567
,192
251
,937
,767
4,48
9,11
2
238
,117
22,3
13,0
00
(292
)
,496
,043
(13,
)
518
,047
20,0
06,1
21
1,89
7,92
0,88
2
167,
472
,823
2,06
5,39
3,70
5

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2018 AND 2017

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

(Amounts expressed in euro) Notes 31 Mar 2018 31 Mar 2017
OPERATING ACTIVITIES
Net cash flow from operating activities (1) (63,822,209) (110,353,863)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments
Tangible and Intangible assets
Interests and similar income
Loans granted
Others
28 28,628,150
937,747
78,844
532
-
29,645,273
21,009,032
1,373,343
481,672
600
12,468,535
35,333,182
Cash Payments arising from:
Investments
Tangible and Intangible assets
Loans granted
Others
28 (28,841,705)
(87,316,187)
-
(181,475)
(2,250)
(84,215,434)
(487,043)
(8,893,714)
(116,339,367) (93,598,441)
Net cash used in investment activities (2) (86,694,094) (58,265,259)
FINANCING ACTIVITIES
Cash receipts arising from:
Investments
Loans obtained
Others
14,339
1,148,803,860
80,000
1,148,898,199
537,500
1,693,542,870
-
1,694,080,370
Cash Payments arising from:
Investments
Loans obtained
Interests and similar charges
Others
(271,570)
(1,001,870,545)
(4,606,771)
(233,307)
(1,006,982,194)
(1,370,397)
(1,571,252,631)
(4,575,323)
(303,134)
(1,577,501,485)
Net cash used in financing activities (3) 141,916,005 116,578,885
Net increase in cash and cash equivalents (4) = (1) + (2) + (3)
Effect of foreign exchange rate
Effect of discontinued operations
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
4 and 15
14
14
(8,600,298)
21,913
(6,062,386)
361,770,008
347,085,411
(52,040,237)
(107,832)
7,417,521
323,190,227
263,840,301

SONAE, SGPS, SA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2018

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

(Amounts expressed in euro)

1 I N T R O D U C T I O N

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, as detailed in Notes 32 and 33 as Sonae Group ("Sonae"). Sonae's operations and operating segments are described in Note 5.

2 P R I N C I P A L A C C O U N T I N G P O L I C I E S

The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31 December 2017.

2.1 Basis of preparations

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 financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".

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 on the 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 2018:

With mandatory application during the year 2018: Effective date
(for financial years
beginning on or
after)
IFRS 9 Financial instruments (establishes the new requirements regarding the classification and
measurement of financial assets and liabilities, the methodology
for calculating
impairment and for the application of hedge accounting rules)
01 Jan 2018
IFRS 15 Revenue
from
contracts
with
customers
(introduces
a
principles-based
revenue
recognition framework based on a template to be applied to all contracts with
customers)
01 Jan 2018
IFRS 16 Leases - (recognition and measurement principles) 01 Jan 2018
IFRS 15
(amendment)
Revenue from contracts with customers (various clarifications are introduced in the
standard to eliminate the possibility of divergent interpretations of various topics)
01 Jan 2018
IFRS 4
(amendment)
Insurance contracts (provides guidance on the application of IFRS 4 in together with IFRS
9)
01 Jan 2018
IFRS 2
(amendment)
Share-based payment (include a number of clarifications in the standard related to
recording share-based payment transactions that are settled with cash, (ii) recording
changes in share-based payment transactions (of cash settled for settlement with equity
instruments),
(iii)
the
classification
of
transactions
with
cleared
liquidation
characteristics)
01 Jan 2018
Annual Improvements to international financial reporting standards (cycle 2014-2016) 01 Jan 2017 and 01
Jan 2018

These standards were applied by the Group in 2018, however there were no significant impacts on these financial statements.

The following standards, interpretations, amendments and revisions were endorsed by the European Union and have mandatory application in future economic exercises:

With mandatory application after 2018 Effective date
(for financial years
beginning on or
after)
IFRS 9
(amendment)
Prepayment features with negative compensation 01 Jan 2019
IFRIC 22 Transactions in foreign currency
and advances (establish the date of the initial
recognition of the advance or deferred income as the date of the transaction for
determining the exchange rate of the recognition of the revenue)
01 Jan 2019
IFRS 16 Leases - (recognition and measurement principles) 01 Jan 2019
IFRS 40
(amendment)
Investment properties (clarify that the change in classification from or to investment
property should only be made when there is evidence of a change in the use of the
asset)
01 Jan 2019

The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 31 March 2018, since their application is not yet mandatory. The impacts of the above mentioned standards are being analysed by the Group.

The following standards, interpretations, amendments and revisions haven't been, until the date of approval of these financial statements, endorsed by the European Union:

With mandatory application after 2018 Effective date
(for financial years
beginning on or
after)
IFRS 17 (Insurance contracts) 01 Jan 2019
IAS 19
(amendment)
Amendments, reductions or liquidation of employee benefit plans 01 Jan 2019
IFRIC 23 Uncertainly over income tax treatments (clarifies the accounting for uncertainties in
income taxes)
01 Jan 2019
IAS 28
(amendment)
Long-term interests in associates and joint ventures 01 Jan 2019
Annual Improvements to international financial reporting standards (cycle 2015-2017) 01 Jan 2019

The Group did not proceed to earlier adoption of any of these standards on the financial statements for the period ended on the 31 March 2018, since their application is not mandatory, lying in the process of analyzing expected effects of those standards that, are not expected to reflect significant impacts.

3 R E S T A T E M E N T O F F I N A N C I A L S T A T E M E N T

3.1 Imputation of the fair value of the adquired assets and liabilities of Salsa

IVN – Serviços Partilhados, SA holds the brand Salsa which is a Portuguese brand of jeanswear of international renown, recognized for its entrepreneurial spirit and the development of innovative products. Being a truly international company, its products can be found in about 2,000 points of sale in 32 countries.

Following the acquisition of these companies, a preliminary assessment, during the second half of 2016 was made regarding the fair value of the assets acquired and the liabilities assumed. The fair value was determined through various valuation methodologies for each type of asset or liability, based on the best information available. The main adjustments to fair value made under this process were:

  • (i) Wholesale customer portfolio amounting 35.5 million euro, valued based on the discounted cash-flow methodology, using discount rates based on the weighted average cost of the segment's capital (11%), and considering an average retention rate of 9.4% for wholesale customers. These portfolios will be amortized on a straight-line basis based on the estimated average retention period of customers (10 years);
  • (ii) Salsa brand (51 million euro) was valued based on the methodology of the released royalties, using for this purpose the discount rates based on weighted average cost of capital of the segment where the companies fall (11%) and a royalty rate of 4%, and for which was not estimated a defined useful life;
  • (iii) Real estate assets in Salsa (15.8 million euro) were valued based on a preliminary external valuation of the mentioned assets, which had been obtained prior to the acquisition, the new evaluation process was completed in 31 May 2017, this evaluation resulting in reduction of the fair value calculated on 31 December 2016 in the amount of 4,384,000 euro; and
  • (iv) contingent liabilities in Salsa relating to present obligations in the amount of 6 million euro, over which there were also recognized indemnifying assets as contractually supported;

For the remaining assets and liabilities were not to date identified significant differences between the fair value and the respective book value. As usually happens in the concentrations of business activities also in this operation could not be assigned, in accounting terms, the fair value of identifiable assets and liabilities assumed part of the cost of acquisition, being that recognized component as goodwill and recorded under the caption Intangible Assets.

The above valuations correspond to Level 3 of Fair Value, in accordance with IFRS 13.

As this acquisition occurred at the end of June 30, 2016 only during the first half of 2017, was it possible to complete the fair value calculation exercise and Goodwill calculation. The impact of this external evaluations of real estate assets in the consolidated financial statements as at 31 March 2017was as follows:

31 Mar 2017
Amounts in thousands of euro Before the
restatement
Adjustments
to fair value
Salsa
After the
restatement
Assets
Tangible and intagible assets 1,968,905 (4,384) 1,964,521
Goodwill 623,592 1,732 625,324
Investments 1,356,902 - 1,356,902
Deferred tax assets 68,235 - 68,235
Other non-current assets 19,001 - 19,001
Non-current assets 4,036,635 (2,652) 4,033,983
Inventories 692,669 - 692,669
Trade account receivables 402,197 - 402,197
Other debtors 72,431 - 72,431
Investments 732 - 732
Cash and cash equivalents 284,833 - 284,833
Current assets 1,452,861 - 1,452,861
Total assets 5,489,497 (2,652) 5,486,844
Liabilities
Borrowings 1,425,965 - 1,425,965
Other non-current liabilities 21,503 - 21,503
Deferred tax liabilities 111,198 (921) 110,277
Provisions 21,358 - 21,358
Non current liabilities 1,580,024 (921) 1,579,104
Borrowings 249,881 - 249,881
Suppliers and other current liabilities 1,664,452 - 1,664,452
Current liabilities 1,914,333 - 1,914,333
Total liabilities 3,494,357 (921) 3,493,436
Shareholders' funds excluding non-controlling interests 1,825,020 - 1,825,020
Non-controlling interests 170,119 (1,732) 168,388
Total shareholders' funds 1,995,140 (1,732) 1,993,408
Total shareholders' funds and liabilities 5,489,497 (2,652) 5,486,844

3.2 Impact of combination of Sport Zone with JD Sports Holdings as a discontinued activity

On March 9th 2017, Sonae through one of its subsidiaries, signed a Memorandum of Understanding (MoU) with JD Sports Fashion Plc (JD Group), UK's leading retailer of sports, fashion and outdoor brands, and JD Sprinter Holdings 2010 (JD Sprinter), which provides the combination in Iberia existing businesses of the JD Group´s and JD Sprinter, with SDSR – Sports Division SR, SA (Sport Zone). This MoU establishes the key parameters for the creation of an Iberian Sports Retail Group that will have as shareholders the JD Group, Sonae and the family shareholders of JD Sprinter, with shareholdings of approximately 50%, 30% and 20%, respectively. Under the agreement reached, the procedures for determining the assets, liabilities and transactions to be the object of this transaction were initiated, reason why the effects are not detailed to this date.

As at 14 September 2017, Sonae MC Modelo Continente SGPS, SA entered into an agreement with JD Sports Fashion Plc, Balaico Firaja Invest SL and JD Sprinter Holdings 2010, SL (JD Sprinter) which provides for the combination of JD Sprinter and Sport Zone under the terms described above. However, the execution of this transaction was subject to the fulfillment of suspensive conditions dependent on third parties, namely approval by the General Directorate of Competition of the European Commission, the authorization of the shareholder alteration by the owners of the leased stores of the Sport Zone business as well as of bank guarantees.

The approval by the General Directorate of Competition occurred on 18 January 2018 and compliance with the remaining conditions precedent occurred until 31 January 2018, the date on which the Group considered that the transaction and the respective loss of control.

According to predicted by IFRS 5, changes were made in the Consolidated Statements of Income by nature for the years ended at 31 March 2017 and 31 March 2018 to reflect in a single line (Net income for discontinued operations), in the face of Statement of profit or loss, after-tax profit or loss from discontinued operations.

The impact in the consolidated statement of income, the reclassification of the activity of Sport Zone for discontinued operations, as at 31 March 2017 can be analysed as follows:

Discontinued
Before the
After the
operations
restatement
restatement
Sport Zone
Sales
1,235,665,235
48,891,225
1,186,774,010
Services rendered
42,413,425
(5,292,266)
47,705,691
Other income and financial income
1,835,442
(401,922)
2,237,364
Other income
22,909,396
344,146
22,565,250
Cost of good sold and materials consumed
(877,633,779)
(29,137,426)
(848,496,353)
Changes in stocks of finished goods
(31,362)
-
(31,362)
External supplies and service
(172,353,169)
(8,643,336)
(163,709,833)
Staff costs
(187,211,728)
(8,425,337)
(178,786,391)
Depreciation and amortisation
(48,114,492)
(2,421,710)
(45,692,782)
Provisions and impairment losses
(501,383)
(33,714)
(467,669)
Financial expenses
(9,554,859)
(5,580)
(9,549,279)
Other expenses
(15,824,607)
(96,979)
(15,727,628)
Gains or losses related to joint ventures and associated undertaking
14,093,368
-
14,093,368
Profit (loss) from continuing operations, before taxation
5,691,487
(5,222,899)
10,914,386
Taxation
2,428,976
960,669
1,468,307
Consolidated profit (loss) for the period from continuing operations
8,120,463
(4,262,230)
12,382,693
Profit/(Loss) from discountinuing operations, after taxation
510,095
4,262,230
(3,752,135)
Consolidated profit /(loss) for the period
8,630,558
-
8,630,558
Attributable to equity holders of the Parent Company:
Continuing operations
8,124,434
(4,262,230)
12,386,664
Discontinued operations
255,558
4,262,230
(4,006,672)
8,379,992
-
8,379,992
Attributable to non-controlling interests
Continuing operations
(3,971)
-
(3,971)
Discontinued operations
254,537
-
254,537
250,566
-
250,566
31 Mar 2017
Amounts in thousands of euro

4 C H A N G E S I N C O N S O L I D A T I O N P E R I M E T E R

Completion of the agreement for the combination of Sport Zone with JD Sprinter Holdings

In 2018, and considering the loss of control in Sport Zone, Sport Zone and its subsidiaries were no longer included by the full consolidation method in Sonae's consolidated financial statements, being the investment in the new partnership, Iberian Sports Retail Group, included by the equity method. As at 31 March 2018, the amount of this investment amounts 78.1 million euros, which represents the fair value of the participation at the date of the transaction. This partnership with loss of control in Sport Zone generated a capital gain in the amount of 11 million euro.

Discontinued operations include the following companies:

Percentage of share capital held
At date of consolidation method
change
COMPANY Head Office Direct Total
Sports & Fashion
SDSR – Sports Division SR, SA Matosinhos (Portugal) 100.00% 100.00%
Sport Zone Canárias, SL Tenerife (Spain) 60.00% 60.00%
Sport Zone España - Comércio de Articulos de Deporte, SA Madrid (Spain) 100.00% 100.00%

The effects of this transaction in the consolidated financial statements can be analysed as follows:

Amounts in euro 31 Jan 2018
Loss control date
31 Dec 2017
Net assets
Tangible and intagible assets (Notes 6 and 7) 54,323,790 54,659,282
Goodwill (Note 8) 3,642,946 3,642,943
Deferred tax assets 6,872,143 6,593,675
Inventories 53,449,595 54,408,789
Trade account receivables and other assets 12,476,345 9,836,456
Cash and cash equivalents 6,062,386 6,679,540
Bank loans long term (6,445,557) (45,948,953)
Deferred tax liabilities (973,004) (963,072)
Bank loans short term (2,236,375) (21,619,782)
Trade creditors and other current liabilities (53,071,092) (52,809,981)
Shareholder Supplies - 60,883,601
Total net assets 74,101,177 75,362,498
Price adjustment (5,039,083)
Fair value of estimated future receipts 5,000,000
Gain in operation 11,090,755
Financial investment retained at fair value 85,152,849
31 Mar 2018
Financial investments in ISRG (Note 9.3) 78,085,756
Amounts receivable 5,000,000
Amounts received 2,067,093
85,152,849
Amounts expressed in euro 31 Jan 2018
Services rendered
Other income
Cost of goods sold and materials consumed
External supplies and services
Staff costs
Depreciation and amortisation
Other expenses
19,075,708
409,025
(11,911,628)
(4,966,459)
(3,261,694)
(876,205)
(398,779)
Financial income (58,079)
Profit/(Loss) before taxation (1,988,111)
Taxation
Profit/(Loss) after taxation
262,640
(1,725,471)
Income or expenses related to loss control 11,090,755
Profit/(Loss) for period from discountinuing operations 9,365,284

Details of discontinued operations in the statement of cash flows can be analyzed as follows:

Cash flows for the period from discountinuing
operations
31 Jan 2018
Net cash flow from operating activities 5,796,552
Net cash used in investment activities (1,613,005)
Net cash used in financing activities 1,309,488
Net increase in cash and cash equivalents 5,493,035

5 S E G M E N T I N F O R M A T I O N

Sonae has in its portfolio 5 main segments: Sonae Retail, Sonae Sierra, NOS, Sonae IM and the Sonae FS.

• Sonae Retail has 5 segments:

  • Sonae MC is our food retail unit, operating 41 Continente hypermarkets, 132 Continente Modelo supermarkets, 98 convenience stores Bom Dia, 25 restaurants Go Natural, 293 stores operated under franchise Meu Super and 226 parapharmacy Well´s;

  • Worten that is included in the top 3 of Iberian electronic players, counting on a portfolio of 243 physical stores in Iberia;

  • Sonae Sports & Fashion has a network of 258 own stores of sports and clothing products, combined with a franchise network of 123 stores;

  • Sonae RP is dedicated to optimizing the management of Sonae's retail real estate portfolio, mainly by stores that operate under the Continente brand and under other brands of Sonae;

  • Maxmat operates in the DIY, construction, bathroom and garden market with a network of 31 stores;

  • Sonae Sierra is the partnership dedicated to the activity of development and management of shopping centres.
  • NOS is the partnership that the Group holds through Zopt dedicated to telecommunications.
  • Sonae IM has an active portfolio management strategy, with the objective of building and managing a portfolio of technology-based companies related to retail and telecommunications.
  • Sonae FS aims to boost retail financial services.

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.

The list of Group companies and their businesses are detailed in Notes 32 and 33. The main operating segment information as at 31 March 2018 and 2017 and 31 December 2017 can be detailed as follows:

31 Mar 2018 Turnover Depreciation
and
amortisation
Provisions and
impairment
losses
EBIT Financial
results (2)
Income tax (2)
Sonae MC 940,298,174 26,414,084 36,329 5,794,821 - -
Worten 242,125,391 7,006,448 10,319 (4,361,810) - -
Sports & Fashion 95,898,333 5,347,672 250,216 (3,684,438) - -
Sonae RP 23,447,000 6,372,138 - 14,020,917 - -
Maxmat 19,193,808 423,462 977 543,157 - -
Sonae Retail 1,320,962,706 45,563,804 297,840 12,312,647 (4,057,988) 8,535,194
Sonae Sierra - - - 8,480,464 - -
NOS - - - 8,324,500 - -
Sonae IM 33,254,627 2,128,332 16,902 (1,544,935) (273,530) (33,825)
Sonae FS 6,900,911 150,426 - 82,400 20,710 124,675
Other, eliminations and adjustments (18,649,820) 1,635,548 51,746 (7,649,737) (3,618,109) (10,805,222)
Total consolidated 1,342,468,424 49,478,110 366,488 20,005,340 (7,928,917) (2,179,178)
31 Mar 2017 Restated Turnover Depreciation
and
amortisation
Provisions and
impairment
losses
EBIT Financial
results (2)
Income tax (2)
Sonae MC 854,715,239 23,720,639 92,641 5,773,815 - -
Worten 221,482,846 6,529,882 185,913 (5,258,512) - -
Sports & Fashion 94,490,831 4,984,929 316,534 (3,961,731) - -
Sonae RP 22,895,944 6,097,838 - 13,957,097 - -
Maxmat 16,994,235 458,239 - 188,072 - -
Sonae Retail 1,210,579,095 41,791,527 595,088 10,698,741 (11,454,270) (789,238)
Sonae Sierra - - - 7,537,282 - -
NOS - - - 7,133,578 - -
Sonae IM 32,922,350 2,440,507 3,586 (1,923,227) 164,190 (246,379)
Sonae FS 5,327,861 123,566 - 404,792 (15) (180,598)
Other, eliminations and adjustments (14,349,605) 1,337,182 (131,005) (5,672,322) 3,978,180 (252,092)
Total consolidated 1,234,479,701 45,692,782 467,669 18,178,844 (7,311,915) (1,468,307)
Net debt (2)
31 Mar 2018 31 Dec 2017
Sonae Retail
Sonae IM
779,661,871
61,173
628,698,342
(465,854)
Holding (1) 486,800,414 484,077,881
Total consolidated 1,266,523,458 1,112,310,369

1) Includes Sonae separate financial statements;

2) These captions are accompanied by Management in more aggregated form, and not allocated to individual operating segments identified above.

Investment (CAPEX) Net invested capital
31 Mar 2018 31 Mar 2017
Restated
31 Mar 2018 31 Dec 2017
Sonae MC 41,847,720 28,292,422 739,501,358 697,071,753
Worten 5,454,481 6,031,500 (29,661,137) (90,641,251)
Sports & Fashion 5,134,532 3,922,482 361,562,263 355,988,594
Sonae RP 10,488,555 8,450,769 908,470,590 902,627,242
Maxmat 593,054 349,741 32,897,714 32,639,857
Sonae Retail 63,518,342 47,046,914 2,012,770,788 1,897,686,195
Sonae IM 3,278,081 2,436,356 156,145,317 159,330,000
Sonae FS 342,491 32,904 52,131,236 20,126,477
Other, eliminations and adjustments 3,501,961 4,059,434 1,110,524,827 1,170,360,921
Total consolidated 70,640,875 53,575,607 3,331,572,169 3,247,503,593

The intra-groups of the turnover can be analyzed by following:

Turnover 31 Mar 2018
Inter-segment
31 Mar 2017
Restated
Inter-segment
Sonae MC (418,816) (567,175)
Worten (13,818) (1,703,558)
Sports and Fashion (6,160,624) (10,124,503)
Sonae RP (20,573,085) (21,108,226)
Maxmat (27,166,343) (33,503,462)
Sonae IM (3,767,574) (2,946,190)
Other, eliminations and adjustments (111,224) (100,558)
Total consolidated (31,045,141) (36,550,210)

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

Turnover EBIT
31 Mar 2018 31 Mar 2017
Restated
31 Mar 2018 31 Mar 2017
Restated
Inter-segment intra-groups (31,045,141) (36,550,210) - -
Contributions of entities not included in
the segments
12,395,321 22,200,605 (2,578,558) (3,585,488)
Others
Other, eliminations and adjustments
-
(18,649,820)
-
(14,349,605)
(5,071,179)
(7,649,736)
(2,086,834)
(5,672,322)
Investment Invested capital
31 Mar 2018 31 Mar 2017
Restated
31 Mar 2018 31 dez 2017
Inter-segment intra-groups and contributions of entities
non-individualized entities as segments
3,501,961 4,059,434 (10,785,778) (24,887,601)
Investments in joint ventures and associated companies - - 1,274,230,312 1,289,028,845
Other investments - - 9,907,084 9,919,677
Cash settled equity swap (3) - - (103,700,000) (103,700,000)
Distributed dividends - - (84,000,000) -
Dividends available (Note 12) - - 24,873,210 -
Other, eliminations and adjustments 3,501,961 4,059,434 1,110,524,828 1,170,360,921

1) Financial Instrument reported in Note 16.

All performance measures are reconciled to the financial statements in Note 31.

Glossary:

Net Invested capital = Total net debt + total shareholder funds

Net debt = Bonds + bank loans + other loans + shareholder loans + financial leases - cash, bank deposits,current investments, excluding other long term financial applications;

Other, eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments as they do not fit in any reportable segment, ie in addition to Sonae SGPS, the companies identified as "Other" in Note 32 are included;

Investments (CAPEX) = Gross investment in tangible and intangible assets and investments in acquisitions.

6 T A N G I B L E A S S E T S

During the three-month period ended 31 March 2018 and 2017, the movements in tangible assets as well as accumulated depreciation and impairment losses are made up as follows:

Others Tangible Total
Land and Plant and tangible assets tangible
buildings machinery assets in progress assets
Gross assets:
Opening balance as at 1 January 2018 1,370,528,263 1,521,434,347 226,138,300 39,949,699 3,158,050,609
Discontinued operations (Note 4) - (110,473,385) (8,013,217) (712,317) (119,198,919)
Investment 2,924,319 1,784,230 360,233 52,955,060 58,023,842
Disposals (165,185) (6,462,803) (1,007,983) (562,230) (8,198,201)
Exchange rate effect (431) (3,411) (69,627) - (73,469)
Transfers 7,123,499 44,504,407 4,975,693 (63,627,231) (7,023,632)
Closing balance as at 31 March 2018 1,380,410,465 1,450,783,384 222,383,399 28,002,982 3,081,580,229
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2018 415,435,082 920,710,779 170,898,687 132,989 1,507,177,537
Discontinued operations (Note 4) - (63,819,917) (5,968,478) - (69,788,395)
Depreciation of the period 5,831,417 28,133,129 4,758,310 - 38,722,855
Disposals (130,044) (5,824,162) (984,352) - (6,938,558)
Exchange rate effect (7,462) (2,606) (63,174) - (73,242)
Transfers 372,131 (13,623) (63,743) - 294,765
Closing balance as at 31 March 2018 421,501,124 879,183,599 168,577,250 132,989 1,469,394,962
Carrying amount as at 31 March 2018 958,909,341 571,599,785 53,806,149 27,869,993 1,612,185,268
Others Tangible Total
Land and Plant and tangible assets tangible
buildings machinery assets in progress assets
Gross assets:
Opening balance as at 1 January 2017 disclosed 1,371,092,975 1,438,240,754 217,886,293 30,984,493 3,058,204,515
Effect of fair value adjustment of assets acquired (4,384,000) - - - (4,384,000)
(Effect of restatement - Note 3.1)
Opening balance as at 1 January 2017 Restated 1,366,708,975 1,438,240,754 217,886,293 30,984,493 3,053,820,515
Discontinued operations (489,027) (2,845,887) (4,087,435) (618,694) (8,041,043)
Investment 673,905 765,188 583,687 39,270,410 41,293,190
Disposals - (14,324,342) (1,417,666) (999,052) (16,741,060)
Exchange rate effect 14,554 11,352 15,427 2,667 44,000
Transfers 1,955,718 32,865,402 4,175,654 (39,977,047) (980,273)
Closing balance as at 31 March 2017 1,368,864,125 1,454,712,467 217,155,960 28,662,777 3,069,395,329
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2017 397,973,790 881,497,880 166,152,543 110,824 1,445,735,037
Discontinued operations (225,509) (1,716,060) (3,288,285) - (5,229,854)
Depreciation of the period 5,609,894 27,474,929 4,483,317 - 37,568,140
Disposals - (13,425,911) (1,336,257) - (14,762,168)
Exchange rate effect 8,142 5,009 5,305 - 18,456
Transfers 607,689 (38,772) (212,986) - 355,931
Closing balance as at 31 March 2017 403,974,006 893,797,075 165,803,637 110,824 1,463,685,542
Carrying amount as at 31 March 2017 964,890,119 560,915,392 51,352,323 28,551,953 1,605,709,787

The investment in the period ended 31 March 2018 and 2017 includes mainly the acquisition of assets of approximately 53 million euro (40.9 million euro as at 31 March 2017), associated with the opening and remodeling of stores of Sonae retail operating segments.

The caption depreciation of the period includes 826,205 euros in 2018 (3,408,892 euro in 2017) relating to the depreciation of discontinued operations.

The most significant values under the caption "Tangible assets in progress" refer to the following projects:

31 Mar 2018 31 Mar 2017
Refurbishment and expansion of stores in the retail businesses 22,363,534 24,878,161
Refurbishment and expansion of stores in the retail businesses 489,960 1,131,165
Projects of "Continente" stores for which advance payments were 1,296,000 1,196,000
Others 3,720,499 1,346,627
27,869,993 28,551,953

The caption "Impairment losses for tangible assets" can be detailed as follows:

Land and
buildings
Plant and
machinery
Others
tangible assets
Total tangible
assets
Impairment losses
Opening balance as at 1 january 2018 90,556,668 23,168,012 654,331 114,379,011
Discontinued operations - (4,451,474) (58,701) (4,510,175)
Disposals - (111,178) (1,960) (113,138)
Closing balance as at 31 March 2018 (Note 23) 90,556,668 18,605,360 593,670 109,755,698

7 I N T A N G I B L E A S S E T S

During the three-month period ended 31 March 2018 and 2017, the movement occurred in intangible assets and in the corresponding accumulated amortisation and impairment losses, was as follows:

Patents
and other
similar rights
Others
intangible
assets
Intangible
assets
in progress
Total
intangible
assets
Gross assets:
Opening balance as at 1 January 2018 178,064,353 497,255,214 29,512,753 704,832,320
Discontinued operations (Note 4) (2,312,244) (5,688,233) (2,794,741) (10,795,218)
Investment 46,998 751,348 10,067,171 10,865,517
Disposals (375) (1,539,009) (354,315) (1,893,699)
Exchange rate effect (137,394) (268,707) (6,791) (412,892)
Transfers (3,474) 1,584,674 (1,771,700) (190,500)
Closing balance as at 31 March 2018 175,657,864 492,095,287 34,652,377 702,405,528
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2018 40,973,388 295,934,685 - 336,908,073
Discontinued operations (Note 4) (2,230,423) (3,651,529) - (5,881,952)
Depreciation of the period 576,759 11,054,701 - 11,631,460
Disposals (256) (1,512,080) - (1,512,336)
Exchange rate effect (139,367) (188,477) - (327,844)
Transfers (26,406) 491 - (25,915)
Closing balance as at 31 March 2018 39,153,695 301,637,791 - 340,791,486
Carrying amount as at 31 March 2018 136,504,169 190,457,496 34,652,377 361,614,042
Patents
other similar
rights
Others
intangible
assets
Intangible
assets
in progress
Total
intangible
assets
Gross assets:
Opening balance as at 1 January 2017 181,013,190 493,383,747 28,060,990 702,457,927
Discontinued operations (1,991,834) (36,666,313) (89,933) (38,748,080)
Investment 9,740 325,402 10,043,644 10,378,786
Disposals (92,263) (7,398) (383,671) (483,332)
Exchange rate effect (102,988) 363,507 (6,638) 253,881
Transfers 78,332 4,462,674 (4,839,779) (298,773)
Closing balance as at 31 March 2018 178,914,177 461,861,619 32,784,613 673,560,409
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2017 40,763,712 288,184,727 - 328,948,439
Discontinued operations (Note 5.2) (1,056,990) (24,789,479) - (25,846,469)
Depreciation of the period 665,552 10,867,982 - 11,533,534
Impairment losses for the period - 191,070 - 191,070
Disposals (54,663) (133,595) - (188,258)
Exchange rate effect (93,562) 246,870 - 153,308
Transfers (293,133) 250,507 - (42,626)
Closing balance as at 31 March 2017 39,930,916 274,818,082 - 314,748,998
Carrying amount as at 31 March 2017 138,983,261 187,043,537 32,784,613 358,811,411

8 G O O D W I L L

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

  • Sonae Retail - Goodwill is allocated to each operating business segment, Sonae MC, Worten and Sonae Sports & Fashion and Maxmat, being afterwards distributed by each homogenous group of cash generating units, namely to each insignia within each segment, distributed by country and each of the properties in case of operating segment Sonae RP;

  • Sonae IM - Goodwill in this segment is related to the Technology business; and

As at 31 March 2018 and 31 December 2017, the caption "Goodwill" was made up as follows by insignia and country:

31 Mar 2018
Insígnia Portugal Spain Brazil Other contries Total
Sonae MC 495,168,601 - - - 495,168,601
Worten 65,283,532 - - - 65,283,532
Sports & Fashion 53,928,072 245,817 - - 54,173,889
Sonae RP 2,142,168 - - - 2,142,168
Sonae IM 2,686,758 - 7,090 11,205,087 13,898,935
619,209,131 245,817 7,090 11,205,087 630,667,125
31 Dec 2017
Insígnia Portugal Spain Brazil Other contries Total
Sonae MC 495,168,601 - - - 495,168,601
Worten 65,283,532 - - - 65,283,532
Sports & Fashion 57,571,018 245,817 - - 57,816,835
Sonae RP 2,142,168 - - - 2,142,168
Sonae IM 2,686,758 - 7,090 11,258,229 13,952,077
622,852,077 245,817 7,090 11,258,229 634,363,213

During the three-month period ended in 31 March 2018 and 2017, movements occurred in goodwill as well as in the corresponding impairment losses, are as follows:

31 Mar 2018 31 Mar 2017
Gross value:
Opening balance 645,031,970 669,955,930
Attribution of fair value to assets acquired (Note 3.1) - 1,731,680
Opening balance Restated 645,031,970 671,687,610
Discontinued operations (Note 4) (5,082,341) -
Transfers to "Non-current assets held for sale" - (36,002,699)
Currency translation (53,142) 307,675
Closing balance 639,896,487 635,992,586
Accumulated impairment losses:
Opening balance 10,668,757 16,203,262
Discontinued operations (Note 4.1) (1,439,395) -
Transfers to "Non-current assets held for sale" (Note 14) - (5,528,441)
Currency translation - (6,064)
Closing balance 9,229,362 10,668,757
Carrying amount 630,667,125 625,323,829

9 J O I N T V E N T U R E S A N D A S S O C I A T E D C O M P A N I E S

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

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

COMPANY 31 Mar 2018 31 Dec 2017
Sonae MC
Sohi Meat Solutions - Distribuição de Carnes, SA 2,554,760 2,361,045
Sonae Sierra
Sonae Sierra SGPS, S.A. (consolidated) 579,669,223 600,833,979
NOS
ZOPT, SGPS, S.A. (consolidated) 694,561,090 688,194,866
Sonae IM
Unipress - Centro Gráfico, Lda 673,139 608,237
Sonae FS
MDS SGPS, S.A. 30,700,620 31,495,372
Investments in joint ventures 1,308,158,832 1,323,493,499
Sonae MC
APOR - Agência para a Modernização do Porto, S.A. 281,654 290,475
Sempre a Postos - Produtos Alimentares e Utilidades, Lda 1,082,276 1,050,793
S2 Mozambique, SA 889,781 1,592,748
Ulabox, S.L. 3,553,246 4,046,829
Sonae Sports & Fashion
1)
ISRG - Iberian Sports Retail Group
78,085,756 -
Sonae IM
Armilar Venture Partners - Sociedade de Capital de Risco, SA 1 1
Fundo de Capital de Risco Armilar Venture Partners II 44,250,190 44,333,718
Fundo de Capital de Risco Armilar Venture Partners III 24,446,300 24,920,506
Fundo de Capital de Risco Espirito Santo Ventures Inovação e 9,405,008 9,431,245
Secucloud GMBH 4,428,016 4,819,257
Probe.Ly - Soluções de Cibersegurança, Lda 443,597 471,766
Investment in associated companies 166,865,825 90,957,338
Total 1,475,024,657 1,414,450,837

1) In 2017 results from the agreement completion on January 2018, the date on which a Joint Venture has been consolidated using the equity method due the loss of control (Notes 3.2 and 4).

9.2 Financial indicators of participations

9.2.1 Joint ventures

Summary financial information of joint ventures of the group can be analyzed as follows:

31 Mar 2018
Joint ventures Sonae Sierra
SGPS, SA
(consolidated)
ZOPT, SGPS, SA
(consolidated)
MDS,SGPS,SA
(consolidated)
Sohimeat, SA Others
Assets
Investment properties 782,229,228 661,000 857,259 - 466
Tangible assets 1,817,228 1,092,551,000 2,385,509 20,727,021 524,692
Intangible assets 1,523,336 659,712,327 8,633,893 316,710 6,036
Goodwill 4,273,688 1,746,817,673 28,637,987 - -
Investments in joint ventures and associates 1,238,484,365 183,749,000 9,116,148 - -
Other non-current assets 84,197,435 107,589,000 2,361,769 204,757 102
Non-current assets 2,112,525,280 3,791,080,000 51,992,565 21,248,488 531,296
Cash and cash equivalents 68,279,874 4,580,000 15,991,568 734,554 94,004
Other current assets 147,390,829 579,764,000 12,034,047 46,293,358 1,820,097
Current assets 215,670,703 584,344,000 28,025,616 47,027,912 1,914,101
Total assets 2,328,195,983 4,375,424,000 80,018,181 68,276,400 2,445,398
Liabilities
Loans 197,354,008 943,214,000 11,225,000 - -
Other non-current liabilities 245,242,005 239,669,000 9,604,033 62,850 329,130
Non-current liabilities 442,596,014 1,182,883,000 20,829,033 62,850 329,130
Loans 95,758,396 226,775,000 9,041,667 - 26,262
Other current liabilities 72,541,084 553,252,000 23,261,861 63,720,977 1,204,815
Total current liabilities 168,299,481 780,027,000 32,303,527 63,720,977 1,231,076
Total liabilities 610,895,495 1,962,910,000 53,132,560 63,783,827 1,560,206
Equity attributable to the equity holders of the
Parent Company
1,157,949,424 1,234,233,000 25,076,422 4,492,574 885,192
Non-controlling interests 559,351,063 1,178,280,000 1,809,199 - -
Total equity 1,717,300,488 2,412,514,000 26,885,622 4,492,574 885,192
Total equity and liabilities 2,328,195,983 4,375,424,000 80,018,181 68,276,400 2,445,398
31 Dec 2017
Joint ventures Sonae Sierra
SGPS, SA
(consolidated)
ZOPT, SGPS, SA
(consolidated)
MDS,SGPS,SA
(consolidated)
Sohimeat, SA Others
Assets
Investment properties 781,879,364 661,000 857,259 - -
Tangible assets 1,885,203 1,181,572,000 2,376,935 20,771,255 548,080
Intangible assets 1,456,440 567,506,327 9,605,565 309,299 6,451
Goodwill 4,273,688 1,746,817,673 29,202,474 - -
Investments in joint ventures and associates 1,222,965,224 216,619,000 9,098,383 - 518
Other non-current assets 137,615,774 117,430,000 3,426,579 204,757 -
Non-current assets 2,150,075,693 3,830,606,000 54,567,195 21,285,311 555,049
Cash and cash equivalents 68,144,912 5,493,000 10,448,200 367,901 215,122
Other current assets 103,862,911 541,971,000 8,897,932 35,969,285 1,721,532
Current assets 172,007,823 547,464,000 19,346,132 36,337,186 1,936,654
Total assets 2,322,083,516 4,378,070,000 73,913,327 57,622,497 2,491,703
Liabilities - - - - -
Loans 198,185,930 997,423,000 15,575,000 - 463,240
Other non-current liabilities 144,521,632 243,613,000 9,357,967 - 11,121
Non-current liabilities 342,707,562 1,241,036,000 24,932,967 - 474,361
Loans 171,613,095 210,175,000 6,419,272 - 26,262
Other current liabilities 78,723,282 543,178,000 15,787,509 53,517,354 1,232,829
Total current liabilities 250,336,377 753,353,000 22,206,781 53,517,354 1,259,091
Total liabilities 593,043,939 1,994,389,000 47,139,748 53,517,354 1,733,452
Equity attributable to the equity holders of the
Parent Company
1,150,533,916 1,218,544,000 24,734,144 4,105,143 758,251
Non-controlling interests 578,505,661 1,165,137,000 2,039,435 - -
Total equity 1,729,039,577 2,383,681,000 26,773,579 4,105,143 758,251
Total equity and liabilities 2,322,083,516 4,378,070,000 73,913,327 57,622,497 2,491,703
31 mar 2018
Joint ventures Sonae Sierra
SGPS, SA
(consolidated)
ZOPT, SGPS, SA
(consolidated)
MDS,SGPS,SA
(consolidated)
Sohimeat, SA Others
Turnover 39,346,740 375,715,000 13,417,541 5,836,479 856,181
Other operating income 860,870 7,287,000 174,689 97,021 5,569
40,207,610 383,002,000 13,592,230 5,933,500 861,750
External supplies and services (15,545,226) (42,665,000) (6,509,137) (2,180,522) (322,530)
Amortisation (232,445) (103,356,000) (780,296) (846,456) (28,335)
Other operating costs (13,642,638) (184,447,000) (5,460,185) (2,752,967) (382,333)
(29,420,309) (330,468,000) (12,749,618) (5,779,945) (733,198)
Financial income 2,007,262 - 20,397 311,455 -
Financial expense (3,199,076) (13,933,000) (153,355) - (1,283)
Financial results (1,191,814) (13,933,000) (132,958) 311,455 (1,283)
Results of joint ventures and associated
companies
15,790,188 - 24,777 - -
Other income / expense - - - - -
Results before taxation 25,385,675 38,601,000 734,431 465,010 127,269
Income taxation (2,782,841) (6,752,000) (122,702) (77,579) (329)
Consolidated net income/(loss) for the year 22,602,833 31,849,000 611,729 387,431 126,940
Attributable to:
Equity holders of the Parent Company 15,348,844 16,608,000 661,533 387,431 126,940
Non-controlling interests 7,253,990 15,241,000 (49,804) - -
22,602,833 31,849,000 611,729 387,431 126,940
Other comprehensive income for the period (7,898,000) (26,257,000) - - -
Total comprehensive income for the period 14,704,833 5,592,000 611,729 387,431 126,940
31 Mar 2017
Joint ventures Sonae Sierra
SGPS, SA
(consolidado)
ZOPT, SGPS, SA
(consolidado)
Sohimeat, SA Others
Turnover 48,062,995 377,083,000 60,555,808 663,617
Other operating income 727,941 3,915,000 7,607,068 2,644
48,790,936 380,998,000 68,162,876 666,261
External supplies and services (25,728,524) (44,804,000) (1,936,361) (179,539)
Amortisation (239,767) (108,543,000) (307,018) (169,050)
Other operating costs (13,512,990) (193,941,000) (65,708,590) (310,864)
(39,481,281) (347,288,000) (67,951,969) (659,453)
Financial income 1,616,765 - 37 -
Financial expense (3,629,092) (3,174,000) - (733)
Financial results (2,012,327) (3,174,000) 37 (733)
Results of joint ventures and associated
companies
18,316,278 - - -
Other income / expense - - - -
Results before taxation 25,613,606 30,536,000 210,944 6,075
Income taxation (2,215,560) (2,637,000) (48,174) (5,983)
Consolidated net income/(loss) for the year 23,398,046 27,899,000 162,770 92
Attributable to:
Equity holders of the Parent Company 15,901,224 14,328,000 162,770 92
Non-controlling interests 7,496,822 13,571,000 - -
23,398,046 27,899,000 162,770 92
Other comprehensive income for the period 5,432,000 (337,996) - -
Total comprehensive income for the period 28,830,046 27,561,004 162,770 92

9.2.2 Associates

Summary financial information of associated companies of the Group can be analyzed as follows:

Sonae MC
Associates Apor Sempre a
Postos
S2
Mozambique
Ulabox ISRG
Non-current assets
Current assets
14,219
1,328,325
624,706
9,852,034
5,515,116
3,122,515
1,755,671
1,304,275
280,590,165
140,694,369
Non-current liabilities
Current liabilities
-
104,501
-
6,147,636
45,181
5,071,712
1,050,000
1,576,096
28,819,319
160,003,068
Equity 1,238,043 4,329,104 3,520,738 433,850 232,462,147
31 Dec 2017
Sonae MC
Associates Apor Sempre a
Postos
S2
Mozambique
Ulabox
Non-current assets
Current assets
678,593
2,356,130
725,966
10,326,802
5,677,724
2,383,755
1,654,169
1,253,456
Non-current liabilities
Current liabilities
1,955,112
831,108
-
6,849,597
-
2,959,516
-
1,284,421
Equity 248,503 4,203,171 5,101,963 1,623,204
31 Mar 2018
Sonae IM
Associates Armilar II Armilar III AVP I+I Armilar Others
Non-current assets
Current assets
91,357,230
1,338,185
65,757,467
3,272,599
32,062,957
51,499
18,932
4,994,064
1,335,767
3,028,592
Non-current liabilities
Current liabilities
-
5,478,649
-
11,699,863
6,280,655
781,110
-
709,074
740,432
3,907,515
Equity 87,216,766 57,330,203 25,052,691 4,303,922 (283,588)
31 Dec 2017
Sonae IM
Associates Armilar II Armilar III AVP I+I Armilar Others
Non-current assets
Current assets
91,385,627
1,356,789
66,583,123
3,111,491
32,012,958
46,268
19,431
4,889,088
1,696,324
4,321,426
Non-current liabilities
Current liabilities
-
5,361,017
-
11,350,315
6,280,655
655,990
-
677,581
717,697
4,034,788
Equity 87,381,399 58,344,299 25,122,581 4,230,938 1,265,265
31 Mar 2018
Sonae MC
Associates Apor Sempre a
Postos
S2
Mozambique
Ulabox
Turnover 143,910 12,385,548 1,854,742 2,522,480
Other operating income - 644,551 75,856 114,270
Operating costs (155,810) (12,866,826) (2,717,990) (3,513,978)
Financial results 688 1,064 (110,545) -
Taxation (23) (38,404) - -
Net income/(loss) for the year (11,236) 125,934 (897,937) (877,228)
Other comprehensive income for the period - - - -
Total comprehensive income for the period (11,236) 125,934 (897,937) (877,228)
31 Mar 2017
Sonae MC
Associates Apor Sempre a
Postos
S2
Mozambique
Ulabox
Turnover 216,896 12,279,909 1,783,914 2,361,562
Other operating income 21,697 723,466 46,364 99,522
Operating costs (1,115,791) (12,690,830) (2,740,915) (3,364,452)
Financial results (4,994) 1,813 204,866 -
Taxation - (71,250) (46,530) -
Net income/(loss) for the year (882,192) 243,108 (752,301) (903,368)
Other comprehensive income for the period - - - -
Total comprehensive income for the period (882,192) 243,108 (752,301) (903,368)
31 Mar 2018
Sonae IM
Associates Armilar II Armilar III AVP I+I Armilar Others
Turnover - - - 496,227 167,968
Other operating income 1,640 - - - 20,000
Operating costs (177,344) (1,193,193) (74,939) (393,243) (1,680,936)
Financial results 11,071 66,263 5,049 - 25
Taxation - - - (30,000) -
Net income/(loss) for the year (164,633) (1,126,930) (69,890) 72,984 (1,492,943)
Other comprehensive income for the period - - - - -
Total comprehensive income for the period (164,633) (1,126,930) (69,890) 72,984 (1,492,943)
31 Mar 2017
Sonae IM
Associates Armilar II Armilar III AVP I+I Armilar Others
Turnover 128,310 - 74,631 622,407 384,097
Other operating income - - - - 5,862
Operating costs (255,266) (840,426) (74,172) (377,779) (372,996)
Financial results (80,345) 62,720 22,317 - 6
Taxation - - - (61,000) -
Net income/(loss) for the year (207,301) (777,706) 22,776 183,628 16,969
Other comprehensive income for the period - - - - -
Total comprehensive income for the period (207,301) (777,706) 22,776 183,628 16,969

9.3 Movements occurred in the period

During the period ended at 31 March 2018 and 2017, movements in investments in joint ventures and associates are as follows:

31 Mar 2018 31 Mar 2017
Proportion on
equity
Goodwill Total
investment
Proportion on
equity
Goodwill Total
investment
Investments in joint ventures
Initial balance as at 1 January
Change in consolidation method due the loss of
control
Equity method
757,716,434
-
565,777,065
-
1,323,493,499
-
716,500,627
2,703,451
566,650,040
-
1,283,150,667
2,703,451
Gains or losses in joint ventures 15,434,430 - 15,434,430 15,165,878 - 15,165,878
Distributed dividends
Effect in equity capital and non-controlling
interests
(24,873,210) - (24,873,210) (37,391,100) - (37,391,100)
(5,895,887) - (5,895,887) 2,736,098 - 2,736,098
742,381,767 565,777,065 1,308,158,832 699,714,954 566,650,040 1,266,364,994
Investments in associates companies
Initial balance as at 1 January
Change in consolidation method due the loss
of control (Note 4)
Capital increases during the period
Transfer of 'Other non-current investments'
and change of method
Equity method
Gains or losses in associates companies
84,335,315
78,085,756
-
-
(1,901,570)
6,622,023
-
-
-
-
90,957,338
78,085,756
-
-
(1,901,570)
75,105,164
-
727,296
(967,578)
(1,072,510)
4,015,059
-
-
-
-
79,120,223
-
727,296
(967,578)
(1,072,510)
Effect in equity capital and non-controlling
interests (275,699) - (275,699) (4,964) - (4,964)
160,243,802 6,622,023 166,865,825 73,787,408 4,015,059 77,802,467
Total 902,625,569 572,399,088 1,475,024,657 773,502,362 570,665,099 1,344,167,461

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

The amount of distributed dividends related to Investments in Joint Ventures refers to Sonae Sierra 24,873,210 euro (37,391,100 euro as at March 2017).

The value of the "Change in consolidation method for the loss of control" is the follow:

  • a) 78,085,756 euro refers to ISRG by the agreement signed between Sonae and JD Group (Notes 3.2 and 4); and
  • b) 2,703,451 euro refers to Sohi Meat Solutions- Distribuição de Carnes, SA in 2017. This company results from the agreement signed on 3rd January 2017, the date on which a Joint Venture was formed between Sonae MC and Hilton Food Group PLC through a capital increase of this Group in Sohi Meat. Since then, Sohi Meat has been consolidated using the equity method.

The consolidated financial statements of ZOPT have a significant exposure to the African market, particularly through financial investments that Group holds in associated companies operating in the Angolan and Mozambican markets, which are engaged in providing satellite and fiber television services. The book value of these associates in the financial statements of ZOPT on 31 March 2018 amounts to approximately Euro 163 million.

During the last quarter of 2017, Angola was considered a hyperinflationary economy, and the individual financial statements of the investees in Angola were restated (for consolidation purposes) in accordance with IAS 29 – Financial Reporting in Hyperinflationary Economies. During the first quarter of 2018, the effect of hyperinflation on the Angolan subsidiaries was adjusted again, while the kwanza recorded an exceptional devaluation against the euro of approximately 30%, which generated the recognition of foreign exchange losses on these subsidiaries.

The Group made impairment tests for those assets, which are denominated in the currencies of those countries, Kwanzas and Meticals, respectively, considering the business plans (internal valuation using the discounted cash flow method, compared to researches) approved by the Board of Directors for a five years period, which include average growth rates of revenue for that period of 14.5% (Angola) and 8.1% (Mozambique). These revenue growth rates reflects: (i) the best estimate for the growth of the customer base, reflecting an expectation of new clients and chum estimated rates, when considered prudent, and (ii) an annual price increase which corresponds, over the period 2017 to 2021, to an average of 75% of the inflation rate, since, considering the nature of the activity carried out by the companies, especially in Angola and in line with the price increases in previous years, it is not expected that companies will be able to reflect in their prices the total inflation in the country.

The business plans consider yet a growth rate in perpetuity of 9.5% (Angola) and 5.5% (Mozambique) and a discount rate ('Wacc') in perpetuity of 20.1% (Angola) and 21% (Mozambique). The discount rate, over the period 2018 to 2022 ranged from a maximum of 43.8% to a minimum of 20.1% (in 2022), for Angola, and from a maximum of 35% to a minimum of 21% (2022) in Mozambique, in line with the most appropriate inflation forecasts (source: International Monetary Fund (FMI)).

The impairment tests carried out in 2017, based on the assumptions above, disregarding the effect of the adjustment to the effects of hyperinflation in the amount of financial investment, support the value of the assets, so not result in additional impairments was recorded in relation to the effect of the hyperinflationary economy. However, that the current economic conditions of uncertainty in these markets, particularly in the foreign exchange market and the limitation of currency transfer, particularly in Angola, introduces an additional degree of variability to the assumptions, which could significantly impact of the estimates considered, in terms of of the rate of inflation and the ability to reflect the rate in price increases.

Armilar, Armilar II, Armilar III e Armilar I+I

In March 2017, an increase in units of the Armilar III fund was approved, and Sonae IM subscribed and paid the amount of Euro 622,996, corresponding to 0.41%, in July 2017 a new increase of Armilar III fund, in which Sonae IM subscribed and paid in the amount of Euro 302,598, corresponding to 0.20% and in November 2017, another increase of units in the Armilar III fund was approved and Sonae IM subscribed and paid the amount of Euro 484,103, corresponding to 0.04%, and in the year ended at 31 March 2018 held a 42.64% stake in the Armilar III fund. Also in July 2017, there was a change in the number of units in the Armilar II fund due to the departure of one of the Shareholders, thus giving SonaeIM a 50.74% stake in the fund in the year ended at 31 March 2018.

10 O T H E R I N V E S T M E N T S

Other non-current investments, their head offices, percentage of share capital held and book value as at 31 March 2018 and 31 December 2017, are as follows:

Percentage of share capital held
31 Mar 2018 31 Dec 2017 Statment of financial position
Company Head Office Direct Total Direct Total 31 Mar 2018 31 Dec 2017
Sonae Retail
Dispar - Distrib. de Participações, SGPS, SA Lisbon 14.28% 14.28% 14.28% 14.28% 9,976 9,976
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 925,197 925,197
Sonae IM
1) Advert.io, Ltd. Aveiro 7.23% 3.26% - - 150,000 -
Arctic Wolf Networks, Inc Delaware 4.68% 4.21% 4.68% 4.21% 3,830,113 3,830,113
1) Binary Answer, Ltd. Aveiro 2.68% 1.21% - - 25,000 -
Continuum Security SL Saragoza 6.66% 5.99% 6.66% 5.99% 299,802 299,802
1) Jscrambler, SA Oporto 10.00% 9.00% - - 1,250,000 -
Lusa - Agên. de Notícias de Portugal, SA Lisbon 1.38% 1.24% 1.38% 1.24% 35,462 35,462
Ometria, Ltd. London 4.54% 4.08% 4.54% 4.08% 854,165 854,165
StyleSage, Inc. Delaware 5.00% 4.50% 5.00% 4.50% 448,834 448,834
Other investments 13,586,109 13,020,226
21,414,658 19,423,775

1) Investments acquired during the period.

As at 31 March 2018 the caption "Other investments" includes, among others, 9,907,084 euro (9,919,677 euro in 31 December 2017) related to deposited amounts on an Escrow Account which is applied in investment funds with superior rating, which is a guarantee for contractual liabilities assumed in the disposal of a Brazil Retail business and for which provisions were recorded in the applicable situations (Notes 23 and 24).

As at 31 March 2018 and 2017, the movements in "Other investments" made up as follows:

31 Mar 2018 31 Mar 2017
Non-current Current Non-current Current
Other investments
Fair value (net of impairment losses) as at 1 January 19,423,775 - 20,784,450 161,050
Acquisitions in the period 2,202,977 - 11,778 -
Disposals in the period (148,135) - - -
Increase/(Decrease) in fair value (12,590) - (27,957) (116,837)
Discontinued operations (Note 4.1) (51,369) - (8,034,068) -
Fair value (net of impairment losses) as at 31 march 21,414,658 - 12,734,203 44,213
Derivative financial instruments (Note 19)
Fair value as at 1 January - 179,881 - 4,207,972
Increase/(Decrease) in fair value - (21,468) - (3,519,854)
Fair value as at 31 march - 158,413 - 688,118
21,414,658 158,413 12,734,203 732,331

On 31 March 2017, the financial interest in Ed Broking LLP was included in caption "Discontinued operations" which, was transferred to investments in associates through the loss of control in MDS, SGPS, S.A..

The Other non-current financial Investments are recorded at acquisition cost net of impairment losses. It is Sonae understanding that no reliable fair value estimate can be made as there is no market data available for these investments.

11 O T H E R S N O N - C U R R E N T A S S E T S

As at 31 March 2018 and at 31 December 2017, "Other non-current assets" are detailed as follows:

31 Mar 2018 31 Dec 2017
Gross Value Accumulated
impairment
losses
(Note 23)
Carrying
Amount
Gross Value Accumulated
impairment
losses
(Note 23)
Carrying
Amount
Trade accounts receivable and other debtors
Legal deposits 3,800,576 - 3,800,576 3,916,334 - 3,916,334
Cautions 3,768,579 - 3,768,579 5,120,591 - 5,120,591
Special regime for payment of tax and social
security debts
6,397,435 - 6,397,435 6,397,435 - 6,397,435
Rent deposits from tenants 1,507,063 - 1,507,063 787,615 - 787,615
Financial investments debtors 1,000,000 - 1,000,000 1,000,000 - 1,000,000
Debt to receive related to Armilar Funds (Note 9.1) 2,778,027 - 2,778,027 2,778,017 - 2,778,017
Amount retained on acquisition of Salsa group 2,463,875 - 2,463,875 2,463,875 - 2,463,875
Others 520,412 - 520,412 463,340 - 463,340
22,235,967 - 22,235,967 22,927,207 - 22,927,207
Reinsurer's' share of technical provisions 412,943 - 412,943 412,943 - 412,943
Other non-current assets 76,487 - 76,487 271,793 - 271,793
22,725,397 - 22,725,397 23,611,943 - 23,611,943

The amount disclosed as Special Regime for Payment of Tax and Social Security Debts corresponds to taxes paid, voluntarily, related to settlements of income tax on corporate income, which were already in judicial process. The judicial processes are still in progress, however the guarantees provided for the said processes were canceled. It is the Board of Directors understanding that the claims presented will have a favourable end to Sonae, reason why they were not object of provision.

The amounts included in "Reinsurer's' share of technical provisions" refer to a Sonae's subsidiary whose activity is nonlife reinsurance. The amount of the provision is related to provisions for claims declared (Note 23).

12 T R A D E A C C O U N T S R E C E I V A B L E A N D O T H E R S C U R R E N T A S S E T S

As at 31 March 2018 and at 31 December 2017, "Trade accounts receivable and others current assets" are detailed as follows:

31 Mar 2018 31 Dec 2017
Trade accounts receivable 142,073,049 142,558,529
Taxes recoverable 76,386,698 86,571,966
Other debtors
Trade creditors - debtor balances 41,537,342 37,512,048
Dividends to be received of jointly controlled companies 24,873,210 -
VAT recoverable on real estate assets and vouchers discounts 7,731,000 6,371,632
Disposal of tangible assets 5,442,151 2,142,406
Vouchers and gift cards 1,391,132 2,237,906
Advances to suppliers 1,381,972 697,627
Other current assets 20,144,256 20,902,355
102,501,063 69,863,974
Other current assets
Commercial discounts 42,539,223 25,221,050
Invoices to be issued 11,589,885 8,807,168
External supplies and services 20,998,360 10,065,624
Rents 6,051,543 6,986,698
Insurance indemnities 100,462 122,335
Other current assets 10,385,606 12,865,520
91,665,079 64,068,395
Accumulated impairment losses in receivables accounts (Note 23) (19,367,034) (19,746,469)
393,258,855 343,316,395

13 D E F E R R E D T A X E S

"Deferred tax assets and liabilities" as at 31 March 2018 and at 31 December 2017 are as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
31 Mar 2018 31 Dec 2017 31 Mar 2018 31 Dec 2017
Difference between fair value and acquisition cost 4,933,142 4,933,142 33,539,561 33,865,461
Temporary differences on tangible assets and intangible 1,422,649 1,527,715 69,886,835 69,044,445
Temporary differences on Badwill - - 10,112,054 10,243,448
Provisions and impairment losses not accepted for tax purposes 21,406,737 23,215,181 - -
Write off of tangible and intangible assets 35,294 28,517 - -
Valuation of hedging derivatives 9,026 11,702 39,052 41,952
Amortisation of Goodwill for tax purposes - - 17,457,039 17,457,039
Revaluation of tangible assets - - 888,925 916,509
Tax losses carried forward 41,844,661 37,631,860 - -
Reinvested capital gains/(losses) - - 296,459 302,963
Tax Benefits 402,854 986,686 - -
Others 3,528,200 3,548,790 319,939 329,081
73,582,563 71,883,593 132,539,864 132,200,898

The Spanish Supreme Court decided in favour of Sonae considering that goodwill amortization for tax purposes in 2008 was applicable. For that reason, in 2017 the Group deducted tax on the amortization of goodwill generated in previous years for the years 2008, 2016 and 2017, having recognized 17.5 million euros in deferred tax liabilities.

Taking into account the tax proceedings pending before the court in Spain for the financial years 2009 to 2011, as well as for the fact that the Group was prevented from recognizing the tax depreciation of goodwill for the financial years 2012 to 2015, the right of the entity to deduct tax depreciation of goodwill amounting to 69.8 million euro might be given in the future.

As at 31 March 2018 and 31 December 2017, and in accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

31 Mar 2018 31 Dec 2017
Country Tax losses
carried
forward
Deferred
tax assets
Time limit Tax losses
carried
forward
Deferred
tax assets
Time limit
With limited time use
Generated in 2013 Portugal 1,186,143 249,090 2018 1,220,382 256,280 2018
Generated in 2014 Portugal 1,707,794 358,636 2026 1,673,556 351,447 2026
Generated in 2015 Portugal 69,902 14,680 2027 69,902 14,680 2027
Generated in 2016 Portugal 21,550,140 4,525,529 2028 21,550,140 4,525,529 2028
Generated in 2017 Portugal 21,264,154 4,465,472 2022 21,264,154 4,465,472 2022
Generated in 2018 Portugal 46,119,601 9,685,116 2023 - -
91,897,734 19,298,523 45,778,134 9,613,408
With a time limit different from the above mentioned
Spain 3,464,916 866,229 2028 to 2029 3,464,916 866,229 2028 to 2029
United States of America 7,615,446 2,170,403 2030 to 2035 7,823,749 2,229,769 2030 to 2035
Mexico 2,381,722 714,516 2021 to 2027 2,178,019 653,406 2021 to 2027
13,462,084 3,751,149 13,466,684 3,749,404
Without limited time use
Spain 75,106,873 18,776,718 97,076,194 24,269,048
Brazil 53,739 18,271 - -
75,160,612 18,794,989 97,076,194 24,269,048
180,520,430 41,844,661 156,321,012 37,631,860

As at 31 March 2018 and 31 December 2017, the deferred taxes to be recognized arising from tax losses were evaluated. Deferred tax assets have only been recorded to the extent that future taxable profits will arise which might be offset against available tax losses or against deductible temporary differences. This assessment was based on the business plans of Sonae's companies, which are periodically reviewed and updated.

As at 31 March 2018 deferred tax assets related to tax losses generated in current and previous years, by Modelo Continente Hipermercados, S.A. Spanish Branch of Retail operating segment, amount to 20 million euro (20 million euro as at 31 December 2017). The mentioned tax losses can be recovered within the Income Tax Group established in Spain, according to Spanish law. Modelo Continente Hipermercados, S.A. Spanish Branch, as at 31 March 2018 and at 31 December 2017, was the dominant entity within the group of companies taxed in accordance with the Spanish regime for taxing groups of companies.

As at 31 March 2018, there are reportable tax losses, whose deferred tax assets are not recorded for prudence purposes and are analysed as follows:

31 Mar 2018 31 Dec 2017
Country Tax losses
carried
forward
Deferred
tax assets
Time limit Tax losses
carried
forward
Deferred
tax assets
Time limit
With limited time use
Generated in 2013 Portugal 21,578 4,531 2018 21,578 4,531 2018
Generated in 2014 Portugal 3,541,173 743,646 2026 3,538,124 743,006 2026
Generated in 2015 Portugal 534,927 112,335 2027 534,927 112,335 2027
Generated in 2016 Portugal 167,879 35,255 2028 49,793 10,457 2028
Generated in 2017 Portugal 570,677 119,842 2022 570,677 119,842 2022
Generated in 2018 Portugal - - 2023 - -
4,836,234 1,015,609 4,715,099 990,171
With a time limit different from the above mentioned
Spain 6,369,465 1,592,369 2020 to 2032 6,310,255 1,577,566 2020 to 2032
Netherlands 51,092,830 12,713,208 2017 to 2025 56,209,973 13,987,824 2017 to 2025
Mexico 2,147,458 644,237 2018 to 2027 2,294,563 688,368 2018 to 2027
United States of America 3,057,088 871,270 2037 to 2038 2,499,672 712,405 2037 to 2038
62,666,841 15,821,084 67,314,463 16,966,163
Without limited time use
Australia 809,346 222,570 788,220 224,643
Brazil 18,434,289 6,267,658 18,980,307 6,453,304
Colombia 652,534 215,336 630,032 189,010
Spain 231,246,981 57,811,745 336,368,571 84,092,143
Malta 15,179 5,313 12,752 4,463
United Kingdom 4,451,322 845,751 4,324,097 821,578
Ireland 524,560 65,570 562,925 70,366
256,134,211 65,433,943 361,666,904 91,855,507
323,637,286 82,270,636 433,696,466 109,811,841

14 C A S H A N D C A S H E Q U I V A L E N T S

As at 31 March 2018 and at 31 December 2017, the detail of "Cash and cash equivalents" are as follows:

31 Mar 2018 31 Dec 2017
Cash at hand 9,800,081 10,467,637
Bank deposits 236,930,751 283,561,778
Treasury applications 100,559,649 70,559,700
Cash and cash equivalents on the statement of financial position 347,290,481 364,589,115
Bank overdrafts (Note 18) (205,069) (2,819,107)
Cash and cash equivalents on the statement of cash flows 347,085,411 361,770,008

Bank overdrafts are disclosed in the statement of financial position under Current bank loans.

15 N O N - C U R R E N T A S S E T S A N D L I A B I L I T I E S A V A I L A B L E F O R S A L E

In 31 March 2017, Sonae signed an agreement to disposed 1,773 shares of MDS, SGPS, SA to IPLF Holding, SA. This transaction includes the change of the shareholder agreement and in the loss of control in this subsidiary, becoming a joint venture between Sonae and IPLF Holding, S.A.

In 31 March 2017, the assets and liabilities related to this segment were transferred to the caption asset and liability held for sale. The detail of these amounts is as follows:

Amounts in euros 31 Mar 2017
Assets
Tangible and intagible assets 15,712,800
Goodwill 30,474,258
Investments 9,001,646
Other non-current assets 3,370,225
Non-current assets 58,558,929
Current assets
Trade account receivables and other current assets 6,454,906
Cash and cash equivalents 7,417,521
Current assets 13,872,427
Assets available for sale 72,431,356
Liabilities
Borrowings 13,125,000
Other non-current liabilities 1,043,983
Non-current liabilities 22,237,497
Borrowings 9,378,876
Other current liabilities 10,531,915
Total current liabilities 19,910,791
Liabilities available for sale 42,148,288

16 S H A R E C A P I T A L

Share Capital

As at 31 March 2018, the share capital, which is fully subscribed and paid for, is made up of 2,000,000,000 ordinary shares, which do not have the right to a fixed dividend, with a nominal value of 1 euro each.

Cash Settled Equity Swap

On 15th November 2007, Sonae Holding sold 132,856,072 Sonae Holding shares directly owned by the Company. The shares were sold in a market operation at the unit price of 2.06 euro per share and resulted on a cash inflow (net of brokerage commissions) of 273,398,877 euro.

On the same date, Sonae Investments, BV wholly owned by Sonae Holding entered into a derivative financial instrument - Cash Settled Equity Swap - over a total of 132,800,000 Sonae Holding shares, representative of 6.64% of its capital.

This transaction has strictly financial liquidation, without any duty or right for the Company or any of its associated companies in the purchase of these shares. This transaction allows Sonae Investments BV to totally maintain the economic exposure to the sold shares.

In this context, although legally all the rights and obligations inherent to these shares have been transferred to the buyer. Sonae Holding did not derecognize their own shares, recording a liability in the caption "Other current liabilities" (Note 22). According to the interpretation made by Sonae of the IAS 39, applied by analogy to own equity instruments, the derecognition of own shares is not allowed as the group maintains the risks and rewards arising on the instruments sold.

Consequently, Sonae maintains in its capital acquisition cost of the shares that remain covered by the contract.

In November 2014, was made a renewal for an additional period of one year renewable automatically, keeping the remaining conditions unchanged. During the year of 2017 the Group requested the partial termination of the Cash Settled Equity Swap for 5,934,409 Sonae SGPS shares which resulted in payments of 16,203,904 euro included in the caption "Others" of the Investment Activities in the consolidated statement of cash flows. Additionally, the price variations of this instrument represented in 2017 receipts of 37,012,040 euros included also in the Investment Activities as "Others". In the period ended as at 31 March 2018 there was no receipt or payment related to changes in the value of this instrument.

Considering the operations mentioned above, the liability recorded amounts to 103,700,000 euro (103,700,000 euro as at 31 December 2017) (Note 22) reflecting the market value of 104,406,608 Sonae SGPS shares (104.406.608 shares as at 31 de December 2017).

The value of these liabilities is adjusted at the end of each month by the effect of Sonae Holding share price variation being recognized a current asset/liability in order to present the right / obligation related to the receipt / financial liquidation that occurs on a monthly basis.

Additionally, the costs related to the "floating amount" based on the Euribor 1 month are recognized in the income statement.

The value to get established on the basis of dividends and reserves distributed by Sonae is credited in equity to offset the charge of the distribution.

Capital Structure

As at 31 March 2018, the following entities held more than 20% of the subscribed share capital:

Company %
Efanor Investimentos, SGPS, SA and subsidiaries 52.48

17 N O N - C O N T R O L I N G I N T E R E S T S

As at 31 March 2018 and 31 December 2017, "Non-controlling interests" are detailed as follows:

31 mar 2018
Equity Profit/(Loss) for
the period
Book value of
non-controlling
interests
Proportion in
income
attributable to
non-controlling
interests
Dividends
attributable to
non-controlling
interests
Sonae Retail
Sonae MC 4,129,944 346,570 4,690,285 71,813 -
Worten 2,969,754 213,444 1,187,899 85,377 -
Sonae Sports & Fashion 62,792,510 720,123 32,069,050 391,623 -
Sonae RP 120,068,849 2,208,177 2,513,307 47,772 (136,910)
Maxmat 44,844,803 440,134 22,413,165 220,067 -
Sonae IM
Sonaecom, SGPS, SA (consolidated) 1,015,554,077 5,465,913 104,437,482 629,450 -
Others
Others 4,515,918 (1,377,039) 161,635 (245,306) -
Total 1,254,875,855 8,017,322 167,472,823 1,200,796 (136,910)
31 Dec 2017
Equity Profit/(Loss) for
the period
Book value of
non-controlling
interests
Proportion in
income
attributable to
non-controlling
interests
Dividends
attributable to
non-controlling
interests
Sonae Retail
Sonae MC 3,666,888 766,953 4,592,402 212,251 -
Worten 2,756,310 751,757 1,102,522 300,702 -
Sonae Sports & Fashion 67,870,269 7,806,086 32,826,507 3,935,968 (1,050,475)
Sonae RP 124,016,739 15,965,998 2,601,245 336,708 (408,900)
Maxmat 44,394,344 4,198,323 22,187,936 2,099,161 -
Sonae IM
Sonaecom, SGPS, SA (consolidated) 1,012,610,908 26,239,058 104,097,279 2,739,449 (2,442,162)
Sonae FS
MDS, SGPS, SA - 1,890,664 - 945,143 (173,339)
Others
Others 5,876,431 (7,231,383) 402,103 (2,114,226) -
Total 1,261,191,889 50,387,456 167,809,994 8,455,156 (4,074,876)

Movements in non-controlling interests during the period ended as at 31 March 2018 and 2017 are as follows:

31 Mar 2018
Sonae Retalho Sonae IM Others Total
Sonae MC Worten Sonae Sports &
Fashion
Sonae RP Maxmat Sonaecom,
SGPS, SA
(consolidated)
Others Total
Opening balance as at 1 January 2018 4,592,402 1,102,522 32,826,507 2,601,245 22,187,936 104,097,279 402,103 167,809,994
Distributed dividends - - - - - - - -
Distributed income of Investment Funds - - - (136,910) - - - (136,910)
Constitution of subsidiaries - - 80,000 - - - - 80,000
Change in currency translation reserve - - - - - (26,222) 4,626 (21,596)
Participation in other comprehensive income (net
of tax) related to joint ventures and associated
companies included in consolidation by the equity
method
- - - - - (196,498) - (196,498)
Delivery of shares to employees to due the settle
of the obligation
- - - 1,200 9,990 - - 11,190
Changes in hedging reserves 32,299 - (32,250) - (4,826) (1,712) - (6,489)
Change in the consolidation method - - (1,211,039) - - - - (1,211,039)
Others (6,229) - 14,209 - (2) (64,815) 212 (56,625)
Profit for the period attributable to non-controlling
interests
71,813 85,377 391,623 47,772 220,067 629,450 (245,306) 1,200,796
Closing balance as at 31 March 2018 4,690,285 1,187,899 32,069,050 2,513,307 22,413,165 104,437,482 161,635 167,472,823
31 Mar 2017
Sonae Retalho Sonae IM Sonae FS Others Total
Sonae MC Worten Sonae Sports &
Fashion
Sonae RP Maxmat Sonaecom,
SGPS, SA
(consolidated)
MDS, SGPS, SA Others Total
Opening balance as at 1 January 2017 - Disclosed
Effect of restatement (Note 3.1)
526,934
-
801,820
-
31,302,349
(1,731,680)
2,783,406
-
20,117,859
-
102,772,762
-
11,630,167
-
836,569
-
170,771,866
(1,731,680)
Opening balance as at 1 January 2017 Restated 526,934 801,820 29,570,669 2,783,406 20,117,859 102,772,762 11,630,167 836,569 169,040,186
Distributed dividends
Change in percentage of subsidiaries
Change in currency translation reserve
Participation in other comprehensive income (net
of tax) related to joint ventures and associated
companies included in consolidation by the equity
method
-
-
-
-
-
-
-
-
-
-
-
-
-
(980,015)
-
-
-
-
-
-
-
-
(49,427)
8,432
-
-
178,666
-
(27,938)
-
1,556
-
(27,938)
(980,015)
130,795
8,432
Delivery of shares to employees to due the settle
of the obligation
- - - - - - 14,551 9,572 24,123
Changes in hedging reserves
Others
23,465
-
-
-
(40,611)
(67)
-
3
-
-
-
12,380
-
(17,859)
(35,888)
(12)
(53,034)
(5,555)
Profit for the period attributable to non-controlling
interests
(135,777) 223,368 337,341 29,469 - 452,177 (639,244) (16,768) 250,566
Closing balance as at 31 March 2017 414,622 1,025,188 29,867,332 1,832,863 20,117,859 103,196,324 11,166,281 767,091 168,387,560

18 L O A N S

As at 31 March 2018 and 31 December 2017, "Loans" are made up as follows:

31 Mar 2018 31 Dec 2017
Outstanding amount Outstanding amount
Current Non current Current Non current
Bank loans
Sonae, SGPS, SA - commercial paper 108,049,000 96,250,000 36,390,000 166,250,000
Sonae SGPS, SA /2016/2023 - 50,000,000 - 50,000,000
Sonae Investimentos, SGPS,SA - commercial paper 7,500,000 407,500,000 7,500,000 182,500,000
Sonae Investimentos affiliated /2014/2020 - 50,000,000 - 50,000,000
Sonae Investimentos affiliated /2015/2020 - 20,000,000 - 20,000,000
Sonae Investimentos affiliated /2015/2019 5,000,000 30,000,000 5,000,000 30,000,000
Sonae Investimentos affiliated /2017/2022 - 31,000,000 - 31,000,000
Sonae Investimentos affiliated /2017/2025 - 20,000,000 - -
Sonae Investimentos 2017/2018 - - 100,000,000 -
Sonae Holding affiliated /2014/2018 40,000,000 - 40,000,000 -
Sonae Holding affiliated /2014/2021 10,000,000 20,000,000 10,000,000 20,000,000
Others 9,017,861 13,611,352 6,144,402 24,093,006
179,566,861 738,361,352 205,034,402 573,843,006
Bank overdrafts (Note 14) 205,069 - 2,819,107 -
Up-front fees beard with the issuance of borrowings (81,012) (359,995) (105,502) (402,455)
Bank loans 179,690,918 738,001,357 207,748,007 573,440,551
Bonds:
Bonds Sonae SGPS/ 2015/2022
- 100,000,000 - 100,000,000
Bonds Sonae SGPS/ 2016/2023 - 60,000,000 - 60,000,000
Bonds Sonae Investments BV / 2014/2019 - 204,645,134 - 203,466,710
Bonds Sonae Investimentos/ June 2013/2018 50,000,000 - 50,000,000 -
Bonds Sonae Investimentos / December 2015/2020 - 50,000,000 - 50,000,000
Bonds Sonae Investimentos / May 2015/2020 - 75,000,000 - 75,000,000
Bonds Sonae Investimentos / December 2015/2020 - 30,000,000 - 30,000,000
Bonds Sonae Investimentos / June 2016/2021 - 95,000,000 - 95,000,000
Bonds Sonae Investimentos / September 2016/2021 3,000,000 9,000,000 3,000,000 9,000,000
Bonds IVN 2016/2023 5,000,000 25,000,000 5,000,000 25,000,000
Up-front fees beard with the issuance of borrowings (57,990) (3,615,115) (29,194) (3,799,668)
Bonds 57,942,010 645,030,019 57,970,806 643,667,042
Other loans 1,265,719 1,829,801 1,278,626 2,244,793
Derivatives (Note 19) 1,019,548 - 1,248,119 -
Other loans 2,285,267 1,829,801 2,526,745 2,244,793
Obligations under finance leases 849,076 787,076 832,895 881,956
240,767,271 1,385,648,252 269,078,453 1,220,234,342

In June 2014, a subsidiary of Sonae SGPS, SA issued bonds which may be convertible (Sonae Investments BV /2014/2019) in Sonae shares already issued and fully subscribed or to be later on issued.

The fair value of the Equity component of this compound instrument was valued at 22,313,000 euro and it was determined by an independent entity from Sonae, taking into consideration the fair value of similar non- convertible financial instruments, having been estimated a market interest rate to establish the amortized cost of this financial liability. This process of measurement represents a Level 3 fair value measurement according to IAS 39. The liability component is recorded at the amortized cost based on the market rate.

The Bonds were issued at par with a nominal value of 100,000, (2.105 euro per bond) with a maturity of 5 years and with a fixed coupon of 1.625% per year, paid in arrears and semi-annually.

The bonds can be converted at the request of the bondholder when the Sonae SGPS, SA share price, in accordance with the technical data sheet, exceeds 1,636 euro per share. This price is subject to adjustments in accordance with the market practices, in particular when the dividend exceeds 0.0284 euro per share.

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, with the exception the convertible bond loan into shares whose fair value is determined by the market price at the balance sheet date.

Bonds and bank loans bear an average interest rate of 1.15% as at 31 March 2018 (1.27% as at 31 December 2017). Most of the bonds and bank loans have variable interest rates indexed to Euribor.

The derivatives are recorded at fair value (Note 19).

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

31 Mar 2018 31 Dec 2017
N+1 a) 239,886,725 267,965,030
N+2 351,576,589 266,186,915
N+3 242,023,213 242,942,827
N+4 294,755,579 296,490,957
N+5 438,848,197 278,889,510
After N+5 68,274,649 146,959,544
1,635,364,952 1,499,434,783

a) Includes amounts drawn under commercial paper programs when classified as current liabilities.

The maturities above were estimated in accordance with the contractual terms of the loans, and taking into account Sonae's best estimated regarding their reimbursement date.

As at 31 March 2018, Sonae has, as detailed below, cash and cash equivalents in the amount of 347 million eur (365 million euro in as at 31 December 2017) and available credit lines as follows:

31 Mar 2018 31 Dec 2017
Commitments of
less than one year
Commitments of
more than one
year
Commitments of
less than one year
Commitments of
more than one
year
Unused credit facilities 165,146,242 306,000,000 242,245,201 292,750,000
Agreed credit facilities 175,195,242 816,250,000 257,955,242 753,750,000

19 D E R I V A T I V E S

Exchange Rate Derivatives

Sonae uses exchange rate derivatives, essentially to hedge future cash flows that will occur in the next 12 months.

Therefore, Sonae entered several exchange rate forwards in order to manage its exchange rate exposure.

The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 1,019,548 euro as liabilities, and 158,413 euro as assets (1,248,119 euro as liabilities and 179,881 euro as assets, as at 31 December 2017).

The accounting of the fair value for these financial instruments was made taking into consideration the present value at financial position statement date of the forward settlement amount in the maturity date of the contract. The settlement amount considered in the valuation, is equal to the currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate at that date as at the valuation date.

Losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the captions "Others Financial income" or "Financial expenses".

Gains and losses for the year associated with the change in market value of derivative instruments are recorded under the caption "Hedging reserve" when considered cash flow hedging and when considered as fair value hedging are recorded under the caption "Financial income" or "Financial expenses". The change in market value of derivative instruments when considered as speculation is recorded in the income statement under the caption "Other expenses".

Interest rate derivatives

Sonae does not have any interest rate hedging derivatives recorded as at 31 March 2018.

Interest rate and exchange rate derivatives

As at 31 March 2018 no contracts existed, related to interest rate and exchange rate derivatives simultaneously.

Fair value of derivatives

The fair value of derivatives is detailed as follows:

Assets Liabilities
31 Mar 2018 31 Dec 2017 31 Mar 2018 31 Dec 2017
Hedging derivatives
Interest rate - - - -
Exchange rate 158,413 179,881 1,019,548 1,248,119
158,413 179,881 1,019,548

20 O T H E R N O N - C U R R E N T L I A B I L I T I E S

As at 31 March 2018 and 31 December 2017, "Other non-current liabilities" are detailed as follows:

31 Mar 2018 31 Dec 2017
Shareholders loans 152,122 155,732
Fixed assets suppliers 1,151,347 1,151,347
Other non-current liabilities 1,621,145 1,771,080
Deferral of the disposal of the extended warranties 7,778,466 7,551,397
Accruals and deferrals 3,004,391 2,819,762
Other non-current liabilities 13,707,471 13,449,318

The caption "Shareholder loans" relates to loans in affiliated undertakings in the Sonae Retail and Sonae IM operating segments. These liabilities do not have a defined vesting date and bear interests at variable market rates.

The carrying amount of "Other non-current liabilities" is estimated to be approximately its fair value.

21 S H A R E B A S E D P A Y M E N T S

In 2018 and in previous years, Sonae in accordance with the remuneration policy described in the corporate governance report granted deferred performance bonus to its directors and eligible employees. These are either based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee, or based on share options with the period price equal to the share price at the grant date, to be exercised three years later. In both cases, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year.

As at 31 March 2018, all Sonae Holding share plans responsibilities are accounted in the statement of financial position under "other reserves" and in the Profit and Loss statement under caption "staff costs". They are recognized at the shares fair value on the grant date, concerning the 2018, 2017, 2016 and 31 December 2015. Share-based payments costs are recognized on a straight-line basis between the grant and the settlement date.

As at 31 March 2018 and 31 December 2017, the number of attributed shares related to the assumed responsibilities arising from share based payments, which have not yet vested, can be detailed as follows:

Number of shares
Grant year Vesting
year
Number of
participants
Share price on date
of assignment
31 Mar 2018 31 Dec 2017
2015 2018 232 1.278 3,540,367 3,620,437
2016 2019 250 0.970 4,312,121 4,472,331
2017 2020 87 0.906 4,243,281 4,394,822
2018 2021 82 1.095 3,873,264 -
15,969,033 12,487,590

During the period ending 31 March 2018 the movements on the above mentioned share based plans were the following:

Aggregate
number of
participants
Number of
shares
Balance as at 31 December 2017 595 12,487,590
Grant
Vesting
63
-
3,507,711
-
Canceled / extinguished / corrected / transferred (1) (7) (26,268)
Closing balance as at 31 March 2018 651 15,969,033

(1) Corrections are made on the basis of the dividend paid and the changes of share capital and other adjustments.

As at 31 March 2018 and 31 December 2017, the fair value of total liabilities on the date of allocation arising from share based payments, which have not yet vested, may be summarized as follows:

Fair value
Grant year Vesting
year
31 Mar 2018 31 Dec 2017
2015 2018 3,876,702 4,076,612
2016 2019 3,541,329 3,357,230
2017 2020 2,710,396 1,649,523
2018 2021 1,413,741 -
Total 11,542,168 9,083,365

As at 31 March 2018 and 31 December 2017 the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:

31 Mar 2018 31 Dec 2017
Recorded in staff costs in the current period 1,019,316 2,535,536
Recorded in previous years 7,917,210 5,776,008
8,936,526 8,311,544
Recorded in other liabilities - -
Recorded value in Other reserves 8,936,526 8,311,544
8,936,526 8,311,544

22 T R A D E C R E D I T O R S A N D O T H E R C U R R E N T L I A B I L I T I E S

As at 31 March 2018 and 31 December 2017, "Trade creditors and other current liabilities" were made up as follows:

31 Mar 2018 31 Dec 2017
Trade creditors 1,068,118,797 1,192,499,941
Taxes payable 80,518,797 98,367,443
Other creditors
Fixed asset suppliers 38,355,969 67,664,713
Related undertakings 84,255,544 -
Other debts 150,926,147 153,565,166
273,537,660 221,229,879
Other current liabilities
Holiday pay and bonuses 126,191,933 128,309,674
Other external supplies and services 29,845,881 39,766,899
Deferred Revenue of warranty extension 58,610,504 57,862,718
Responsabilities assumed on sale of real state 17,686,368 17,728,428
Rentals 5,382,998 7,028,035
Marketing expenses 9,419,932 15,660,724
Advance receipts from trade receivables 9,860,492 9,993,106
Interest payable 4,445,882 2,079,044
Expenses on purchases 4,372,933 4,133,909
Insurance payable 1,685,204 513,698
Others 15,800,732 14,911,586
283,302,859 297,987,821
1,705,478,113 1,810,085,084

The caption "Other debts" includes:

  • 103,700,000 euro (103,700,000 euro as at 31 December 2017) relating to the fair value of the shares covered by Sonae SGPS financial derivative referred to in Note 16;

  • 11,044,908 euro (10,421,939 euro as at 31 December 2017) of attributed discounts not yet redeemed related to loyalty card "Cartão Cliente" not yet redeemed;

  • 13,313,492 euro (16,150,935 euro as at 31 December 2017) related to vouchers, gift cards and discount tickets; and

  • 3,345,970 euro (3,447,882 euro as at 31 December 2017) related to amounts payable to Sonae Distribuição Brasil. SA buyer as result of responsibilities assumed with that entity (Note 23).

23 P R O V I S I O N A N D A C C U M U L A T E D I M P A I R M E N T L O S S E S

Movements in "Provisions and accumulated impairment losses" over the period ended 31 March 2018 and 2017 are as follows:

Caption Balance as at
01 Jan 2018
Increase Decrease Discontinued
operations Note
5.1
Balance as at
31 Mar 2018
Accumulated impairment losses on investments 3,319,692 - - - 3,319,692
Impairment losses on fixed tangible assets (Note 6) 114,379,011 - (113,138) (4,510,175) 109,755,698
Impairment losses on intangible assets 2,396,643 - - - 2,396,643
Accumulated impairment losses on trade account receivables and
other debtors (Note 12)
19,746,469 383,218 (762,653) - 19,367,034
Non current provisions 18,955,625 48,516 (360,989) - 18,643,152
Current provisions 5,610,383 1,160,377 (1,776,760) - 4,994,000
164,407,823 1,592,111 (3,013,540) (4,510,175) 158,476,219
Transfer to "Non
Caption Balance as at
01 Jan 2017
Increase Decrease Transfer to "Non
current assets and
liabilities held for
sale"
Balance as at
31 Mar 2017
Accumulated impairment losses on investments 9,054,576 21,906 (1,068) (8,694,118) 381,296
Impairment losses on fixed tangible assets 119,100,221 - (2,656,276) - 116,443,945
Impairment losses on intangible assets 2,638,761 191,070 (131,088) (191,070) 2,507,673
Accumulated impairment losses on trade account receivables 17,871,034 597,469 (1,010,294) (15,668) 17,442,541
Non current provisions 25,848,118 297,613 (611,301) (4,176,359) 21,358,071
Current provisions 3,558,708 135,529 (262,526) (223,145) 3,208,566
178,071,418 1,243,587 (4,672,553) (13,300,360) 161,342,092

As at 31 March 2018 and 31 December 2017, provision's details can be analyzed as follows:

31 Mar 2018 31 Dec 2017
Technical provisions on reinsurance 775,812 786,208
Future liabilities relating to subsidiaries of retail in Brazil
sold
7,140,660 7,358,151
Clients guarantees 759,344 1,056,471
Judicial claims 4,044,240 4,577,787
Contingent liabilities related to subsidiaries acquired 7,811,959 7,811,959
Others 3,105,138 2,975,432
23,637,152 24,566,008

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

24 C O N T I N G E N T A S S E T S A N D L I A B I L I T I E S

As at 31 March 2018 and 31 December 2017, major contingent liabilities were guarantees given and can be detailed as follows:

- Guarantees and secureties given

31 Mar 2018 31 Dec 2017
Guarantees given:
on tax claims 1,132,074,618 1,133,241,313
on judicial claims 392,289 398,390
on municipal claims 10,072,869 9,126,363
contract by proper compliments 12,093,362 12,318,637
other guarantees 8,433,637 8,117,670

a) Tax Claims

The main tax claims with bank guarantees given or sureties associated are as follows:

  • Tax claims for additional VAT payment for which guarantees or sureties were provided in the amount of 531.7 million euro (531.7 million euro as at 31 December 2017) for the periods from 2004 to 2013, and for which the Group presented or intends to present a tax appeal. The tax claims result from the Tax Administration's understanding that the Group should have invoiced VAT related to promotional discounts granted by suppliers, based on purchases amounts, since Tax Authorities claims it corresponds to alleged services rendered to those entities. Tax authorities also claim that the Group should not have deducted VAT from discount vouchers used by it's non-corporate clients.

  • The caption guarantees given on tax claims include guarantees granted, in the amount of 146.6 million euro (146.6 million euro as at 31 December 2017), in favor of Tax authorities regarding 2007 up to 2014. Concerning these guarantees, the most significant amount relates to an increase in equity arising on the disposal of own shares to a third party in 2007, as well as to the disregard of the reinvestment concerning capital gains in share disposal, and the fact that demerger operations must be disregarded for income tax purposes. The Company has presented an appeal against this additional tax claim, being the Board of Directors understanding, based on its advisor's assessment, that such appeal will be favourable.

  • Sureties in the amount of, approximately, 60 million euro as a result of a tax appeal presented by the Company concerning an additional tax assessment by Tax authorities, relating to 31 December 2005, following the correction of taxable income for corresponding to a prior cover tax losses accumulated by the subsidiary, which has been brought to the cost of participation, moreover, as is understanding already signed by the Tax Administration itself, and now understood that in this case should not consider the amount of the cost of participation , thus including cover losses upon liquidation of the subsidiary company;

  • Fiscal lawsuit related to rent tax, concerning a subsidiary of the Company in Brazil, in the amount of, approximately, 16.4 million euro (65.3 million Brazilian real), which is being judged by a tax court, for which there were granted guarantees in the amount of 48 million euro (190.9 million Brazilian real). The difference between the value of the contingency and the value of the guarantee relates with the update of the related responsibility.

b) Contingent assets and liabilities related to tax claims paid under regularization programs of tax debts

Within the framework of regularization of tax debts to Tax Authorities, (Outstanding Debts Settlement of Tax and Social Security - Decree of Law 151-A/2013 and Decree of Law 248-A), the Group made tax payments in the amount of, approximately, 26.3 million euro, having the respective guarantees been eliminated. The related tax appeals continue in courts, having the maximum contingencies been reduced through the elimination of fines and interests related with these tax assessments.

As permitted by law, the Group maintains the legal proceedings, in order to establish the recovery of those amounts, having recorded as an asset the amounts related with income taxes paid under those plans (Note 11).

c) Other contingent liabilities

  • Contingent liabilities related to discontinued activities in subsidiaries in Brazil

Following the disposal of a subsidiary in Brazil, Sonae guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on unfavourably decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euro. The amount claimed by the Brazilian Tax Authorities, concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss, plus the amounts already paid (28.5 million euro) related to programs for the Brazilian State of tax recovery, amount to near 32 million euro at 31 December 2017. Furthermore, there are other tax assessments totalling 56.1 million euro (56.1 million euro as at 31 December 2017) for which the Board of Directors, based on its lawyers' assessment, understands will not imply future losses to the former subsidiary.

  • Procedure for contesting fines imposed by the Competition Authority

In 2016, the Competition Authority (AdC) notified Sonae Investimentos, Sonae MC and Modelo Continente, for the purpose of presenting a defense, in the context of a misconduct proceeding under the agreement entered into between Modelo Continente and EDP Comercial campaign known as the "EDP Continente Plan". It should be noted that the Edp / Continent Plan took place during 2012 and was extended in the first months of 2013 to allow the use of discounts that had been allocated to customers until 31 December 2012. The development of this type of business promotion agreement is a common practice in the Portuguese market. In 2017, the AdC imposed fines of 2.8 million euros on Sonae Investimentos and 6.8 million on Modelo Continente. AdC also condemned Sonae MC, but it did not impose any fine on it since that company does not present any turnover. These companies challenged the decision in court, and the Board of Directors expects, based on the opinion of their legal advisors, that there will be no liability for these companies in this proceeding.

No provision has been recorded to face risks arising from events related to guarantees given, as the Board of Directors considers that no liabilities will result for Sonae.

25 R E L A T E D P A R T I E S

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 31 Mar 2018 31 Mar 2017 31 Mar 2018 31 Mar 2017
Parent Company 59,477 46,835 142,533 166,848
Jointly controlled companies 5,179,816 13,444,543 77,914,084 68,837,581
Associated companies 8,063,977 8,070,258 - -
Related parties,shareholders and investees 13,819,840 13,037,162 3,763,477 4,312,587
27,123,110 34,598,798 81,820,094 73,317,016
Interest income Interest expenses
Transactions 31 Mar 2018 31 Mar 2017 31 Mar 2018 31 Mar 2017
Parent Company - - - -
Jointly controlled companies 65 135 - -
Associated companies 13,479 - - -
Other related parties - - - 3,638
13,544 135 - 3,638
Accounts receivable Accounts payable
Balances 31 Mar 2018 31 Dec 2017 31 Mar 2018 31 Dec 2017
Parent Company 28,413 51,947 44,206,678 512,593
Jointly controlled companies 32,772,509 14,904,259 88,504,899 42,584,035
Associated companies 8,396,117 8,479,551 1,843 1,843
Other related parties 14,810,053 19,066,434 5,249,859 7,631,440
56,007,092 42,502,191 137,963,279 50,729,911
Loans
Obtained Granted
Balances 31 Mar 2018 31 Dec 2017 31 Mar 2018 31 Dec 2017
Jointly controlled companies
Associated companies
-
-
-
-
-
-
-
-
Other related parties 152,534 160,586 3,570 3,570
152,534 160,586 3,570 3,570

26 O T H E R I N C O M E

As at 31 March 2018 and 2017, the caption "Other Income" is made up as follow:

31 Mar 2018 31 Mar 2017
Restated
Supplementary income 6,020,363 6,351,498
Prompt payment discounts obtained 6,289,290 5,963,197
Foreign currency exchange gains 6,879,186 5,471,817
Own work capitalised 2,124,160 2,707,961
Gains on sales of assets 103,665 62,859
Impairment losses reversals 1,989,019 959,077
Others 1,259,342 1,048,841
24,665,025 22,565,250

27 I N C O M E T A X

The income taxes recognized in the six-month period ended on 31 March 2018 and 2017 are detailed as follows:

31 Mar 2018 31 Mar 2017
Restated
Current tax 4,746,270 5,318,979
Deferred tax (6,925,449) (6,787,286)
(2,179,178) (1,468,307)

28 C A S H R E C E I P T S A N D C A S H P A Y M E N T S O F I N V E S T M E N T S

As at 31 March 2018 and 31 March 2017, cash receipts and cash payments related to investments can be detailed as follows:

Receipts 31 Mar 2018 31 Mar 2017
Account receivable related to the disposal of Imoconti - 21,009,032
Disposal of SDSR participation to JDSH 28,628,150 -
28,628,150 21,009,032
Payments 31 Mar 2018 31 Mar 2017
Subscription of JD Sprinter shares 26,546,230 -
Others 2,295,475 2,250
28,841,705 2,250

29 E A R N I N G S P E R S H A R E

Earnings per share for the period were calculated taking into consideration the following amounts:

31 Mar 2018 31 Mar 2017 Restated
Continuing
Operations
Discontinued
Operations
Continuing
Operations
Discontinued
Operations
Restated
(Note 3)
Net profit
Net profit taken into consideration to calculate basic earnings per share
(consolidated profit for the period)
10,719,417 9,286,704 12,386,664 (4,006,672)
Effect of dilutive potential shares - - - -
Interest related to convertible bonds (net of tax) 2,024,183 - 1,968,533 -
Net profit taken into consideration to calculate diluted earnings per share 12,743,600 9,286,704 14,355,197 (4,006,672)
Number of shares
Weighted average number of shares used to calculate basic earnings per
share
1,893,848,246 1,893,848,246 1,886,718,512 1,886,718,512
Effect of dilutive potential ordinary shares from convertible bonds 127,113,527 127,113,527 127,113,527 127,113,527
Outstanding shares related with share based payments 16,792,983 16,792,983 16,353,744 16,353,744
Shares related to performance bonus that can be bought at market price (6,595,397) (6,595,397) (8,198,289) (8,198,289)
Weighted average number of shares used to calculate diluted earnings per
share 2,031,159,359 2,031,159,359 2,021,987,494 2,021,987,494
Earnings per share
Basic 0.005660 0.004904 0.006565 (0.002124)
Diluted 0.005277 0.004572 0.006126 (0.001982)

30 P R E S E N T A T I O N O F C O N S O L I D A T E D I N C O M E S T A T E M E N T S

In the Management Report, and for the purposes of the purposes of calculating financial indicators as EBIT, EBITDA and Underlying EBITDA the consolidated income statements 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 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 2018 and 2017 can be summarized as follows:

31 Mar 2018 31 Mar 2017 Restated
Consolidated Indirect
Income
Direct
Income
Consolidated Indirect
Income
Direct
Income
Turnover 1,342,468,424 - 1,342,468,424 1,234,479,701 - 1,234,479,701
Investment income
Impairment losses 15,900 - 15,900 - - -
Others 8 - 8 - - -
Other income
Others 1,669,280 - 1,669,280 - - -
Impairment losses reversal 319,739 - 319,739 974,384 - 974,384
Others
Total income
22,676,006
1,367,149,357
-
-
22,676,006
1,367,149,357
21,590,866
1,257,044,951
-
-
21,590,866
1,257,044,951
Total expenses (1,309,574,710) (1,023,944) (1,308,550,766) (1,204,994,409) (194,030) (1,204,800,379)
Depreciation and amortisation (49,478,110) - (49,478,110) (45,692,782) - (45,692,782)
Non-recurring impairment losses over inventories (336,674) - (336,674) (446,632) - (446,632)
Provisions and impairment - - - - - -
Provisions for warranty extensions (1,372,153) - (1,372,153) - - -
Others (366,488) - (366,488) (467,669) - (467,669)
Profit before financial results and share of
results in associated companies 6,021,222 (1,023,944) 7,045,166 5,443,459 (194,030) 5,637,489
Non-recurring Profit/(Loss) (1,962,710) - (1,962,710) (1,310,526) - (1,310,526)
Financial profit/(loss) (7,928,917) - (7,928,917) (7,311,915) - (7,311,915)
Share of results in joint ventures and associated
undertakings
Sonae Sierra 7,674,411 (806,053) 8,480,464 7,950,612 413,329 7,537,283
Armilar Venture Funds (583,972) (583,972) - (171,842) (171,842) -
ZOPT 8,324,500 - 8,324,500 7,133,578 - 7,133,578
Others (1,882,080) - (1,882,080) (818,980) - (818,980)
Profit before income tax 9,662,454 (2,413,969) 12,076,423 10,914,386 47,457 10,866,929
Income tax 2,179,178 - 2,179,178 1,468,307 - 1,468,307
Profit/(Loss) from continuing operations 11,841,632 (2,413,969) 14,255,601 12,382,693 47,457 12,335,236
Profit/(Loss) from discontinued operations 9,365,284 9,365,284 - (3,752,135) (3,752,135) -
Net profit for the period 21,206,916 6,951,315 14,255,601 8,630,558 (3,704,678) 12,335,236
Attributable to equity holders of Sonae 20,006,121 6,951,315 13,054,806 8,379,992 (3,955,244) 12,335,236
Non-controlling interests 1,200,796 - 1,200,796 250,566 250,566 -
"Underlying" EBITDA (b) 56,906,699 51,270,188
Direct EBITDA (a) 69,866,873 63,811,543
Direct EBIT (c) 20,005,340 18,178,844
  • (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 share result in joint ventures and associated undertakings non recurrent results;
  • (c) EBIT = EBT financial results dividends;
  • (d) EBT = Direct results before non-controlling interests and 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 noncurrent 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.

31 A P P R O V A L O F F I N A N C I A L S T A T E M E N T S

The accompanying consolidated financial statements were approved by the Board of Directors on 16 May 2018.

32 G R O U P C O M P A N I E S I N C L U D E D I N T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S

Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by Sonae as at 31 March 2018 and 31 December 2017 are as follows:

Percentage of capital held
31 Mar 2018 31 Dec 2017
COMPANY Head Office Direct* Total* Direct* Total*
Sonae - SGPS, S.A. Maia HOLDING HOLDING HOLDING HOLDING
Sonae MC
BB Food Service, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Bom Momento - Restauração, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Brio – Produtos de Agricultura Biológica, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Continente Hipermercados, SA a) Lisbon (Portugal) 100.00% 100.00% 100.00% 100.00%
Elergone Energias, Lda a) Matosinhos (Portugal) 75.00% 75.00% 75.00% 75.00%
Farmácia Selecção, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Go Well – Promoção de Eventos, Caterings e
Consultoria, SA
a) Lisbon (Portugal) 51.00% 51.00% 51.00% 51.00%
MCCARE – Serviços de Saúde, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Make Notes Design, Lda a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Marcas MC, zRT a) Budapest (Hungary) 100.00% 100.00% 100.00% 100.00%
Modelo Continente Hipermercados, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Pharmaconcept – Actividades em Saúde, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Pharmacontinente - Saúde e Higiene, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
SK – Skin Health Cosmetics, S.A. a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Worten
HighDome PCC Limited (Cell Europe) a) La Valletta (Malta) 100.00% 100.00% 100.00% 100.00%
Infofield – Informática, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Worten Canarias, SL a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
Worten - Equipamento para o Lar, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Worten España Distribución, S.L. a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
1) Wrt Business – Distribuição de eletrodomésticos,
eletrónica e informática, S.A.,
a) Matosinhos (Portugal) 100.00% 100.00% - -
Sports and Fashion
Bright Brands SportsGoods, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Comercial Losan Polonia SP Z.O.O a) Warsaw (Poland) 100.00% 100.00% 100.00% 100.00%
Comercial Losan, S.L.U. a) Zaragoza (Spain) 100.00% 100.00% 100.00% 100.00%
Fashion Division, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Fashion Division Canarias, SL a) Tenerife (Spain) 100.00% 100.00% 100.00% 100.00%
Irmãos Vila Nova, SA b) Vila Nova de Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
Irmãos Vila Nova III - Imobiliária, SA b) Vila Nova de Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
IVN – Serviços Partilhados, SA b) Vila Nova de Famalicão
(Portugal)
50.00% 50.00% 50.00% 50.00%
IVN Asia Limited b) Hong Kong (China) 100.00% 50.00% 100.00% 50.00%
Losan Colombia, S.A.S a) Bogota (Colombia) 100.00% 100.00% 100.00% 100.00%
Losan Overseas Textile, S.L. a) Zaragoza (Spain) 100.00% 100.00% 100.00% 100.00%
Losan Rusia a) Moscow (Russia) 100.00% 100.00% 100.00% 100.00%
Losan Tekstil Urunleri V e Dis Ticaret, L.S. a) Istanbul (Turkey) 100.00% 100.00% 100.00% 100.00%
Modalfa - Comércio e Serviços, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
1) Modalfa Canarias, SL a) Tenerife (Spain) 60.00% 30.00% - -
Modalloop - Vestuário e Calçado, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Salsa Canarias, SL b) Tenerife (Spain) 60.00% 30.00% 60.00% 30.00%
Salsa DE Gmbh b) Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Salsa Distribution USA LLC b) New York (USA) 100.00% 50.00% 100.00% 50.00%
Salsa France, S.A.R.L. b) Paris (France) 99.99% 50.00% 99.99% 50.00%
Salsa Luxembourg, Sàrl b) Luxembourg 100.00% 50.00% 100.00% 50.00%
2) SDSR – Sports Division SR, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%

66

SLS Salsa – Comércio e Difusão de Vestuário, S.A. b) Vila Nova de Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
SLS Salsa España – Comercio y Difusión de Vestuario,
S.A.U.
b) Pontevedra (Spain) 100.00% 50.00% 100.00% 50.00%
2) Sport Zone Canarias, SL a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
2) Sport Zone España - Comércio de Articulos de Deporte,
SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sport Zone spor malz.per.satis ith.ve tic.ltd.sti a) Istanbul (Turkey) 100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de Canaveses
(Portugal)
92.76% 92.76% 92.76% 92.76%
Usebti Textile México S.A. de C.V. a) Mexico City (Mexico) 100.00% 100.00% 100.00% 100.00%
Zippy - Comércio e Distribuição, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Zippy - Comércio Y Distribución, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Zippy cocuk malz.dag.ith.ve tic.ltd.sti a) Istanbul (Turkey) 100.00% 100.00% 100.00% 100.00%
ZYEvolution-Invest.Desenv., SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonae RP
Arat Inmuebles, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Asprela Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Azulino Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Bertimóvel - Sociedade Imobiliária, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Canasta - Empreendimentos Imobiliários, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Chão Verde - Sociedade de Gestão Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Citorres - Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Contimobe - Imobiliária de Castelo de Paiva, SA a) Castelo de Paiva
(Portugal)
100.00% 100.00% 100.00% 100.00%
Cumulativa - Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Fozimo - Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado Imosede a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Imosonae Dois a) Maia (Portugal) 98.00% 98.00% 98.00% 98.00%
Igimo – Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Iginha – Sociedade Imobiliária, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Imoestrutura – Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Imomuro – Sociedade Imobiliária, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Imoresultado – Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Imosistema – Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
MJLF - Empreendimentos Imobiliários, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Ponto de Chegada – Sociedade Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Predicomercial - Promoção Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Predilugar- Promoção Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Selifa - Empreendimentos Imobiliários de Fafe, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Sempre à Mão - Sociedade Imobiliária, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sesagest - Proj.Gestão Imobiliária, SA a) Porto (Portugal) 100.00% 100.00% 100.00% 100.00%
Socijofra - Sociedade Imobiliária, SA a) Gondomar (Portugal) 100.00% 100.00% 100.00% 100.00%
Sociloures - Sociedade Imobiliária, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonaerp - Retail Properties, SA a) Porto (Portugal) 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Valor N, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Maxmat
Modelo - Distribuição de Materiais de Construção, SA b) Maia (Portugal) 50.00% 50.00% 50.00% 50.00%
Sonae IM
Bright Development Studio, SA a) Lisbon (Portugal) 100.00% 89.97% 100.00% 89.97%
Bright Ventures Capital SCR a) Lisbon (Portugal) 100.00% 89.97% 100.00% 89.97%
Bright Vector I – Fundo Capital de Risco a) Lisbon (Portugal) 50.13% 45.10% 50.13% 45.10%
Cape Tecnologies Limited a) Dublin (Ireland) 100.00% 89.97% 100.00% 89.97%
Digitmarket - Sistemas de Informação, SA a) Maia (Portugal) 75.10% 67.56% 75.10% 67.56%
Inovretail, SA a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
Praesidium Services Limited a) Berkshire (U.K.) 100.00% 89.97% 100.00% 89.97%
S21 Sec Brasil, Ltda a) São Paulo (Brazil) 99.99% 89.96% 99.99% 89.96%
S21 Sec Gestion, SA a) Navarra (Spain) 100.00% 89.97% 100.00% 89.97%
S21 Sec Information Security Labs, S.L. a) Navarra (Spain)) 100.00% 89.97% 100.00% 89.97%
S21 Sec SA de CV a) Mexico City (Mexico) 100.00% 89.97% 100.00% 89.97%
S21SEC Portugal – Cybersecurity and Intelligence
Services, SA
a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
Saphety – Transacciones Electronicas SAS a) Bogota (Colombia) 100.00% 78.27% 100.00% 78.27%
Saphety Brasil Transações Electrônicas Lda a) São Paulo (Brazil) 100.00% 78.27% 100.00% 78.27%
Saphety Level - Trusted Services, SA a) Maia (Portugal) 86.99% 78.27% 86.99% 78.27%
Sonaecom-Cyber Security and Int., SGPS, SA a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
Sonaecom - Serviços Partilhados, SA a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
Sonaecom - Sistemas de Información España, SL a) Madrid (Spain) 100.00% 89.97% 100.00% 89.97%
Sonaecom, SGPS, SA a) Maia (Portugal) 90.15% 89.97% 90.15% 89.97%
Sonae Investment Management - Software and
Technology, SGPS, SA
a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
Tecnológica Telecomunicações, Ltda a) Rio de Janeiro (Brazil) 99.99% 89.87% 99.99% 89.87%
We Do Brasil Soluções Informáticas, Ltda a) Rio de Janeiro (Brazil) 99.91% 89.88% 99.91% 89.88%
We Do Consulting - Sistemas de Informação, SA a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
We Do Technologies (UK) Limited a) Berkshire (U.K.) 100.00% 89.97% 100.00% 89.97%
We Do Tecnologies Americas, Inc. a) Delaware
(USA)
100.00% 89.97% 100.00% 89.97%
We Do Technologies Australia PTY Limited a) Sydney (Australia) 100.00% 89.97% 100.00% 89.97%
We Do Technologies Egypt Limited Liability Company a) Cairo (Egypt) 100.00% 89.97% 100.00% 89.97%
We Do Technologies Mexico S. de RL a) Mexico City (Mexico) 100.00% 89.97% 100.00% 89.97%
We Do Tecnologies BV a) Amsterdam
(Netherlands)
100.00% 89.97% 100.00% 89.97%
Sonae FS
SFS – Serviços de Gestão e Marketing, SA a) Maia (Portugal 100.00% 100.00% 100.00% 100.00%
Sonae Financial Services, S.A. a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Others
Libra Serviços, Lda a) Funchal (Portugal) 100.00% 100.00% 100.00% 100.00%
Modelo Continente International Trade, SA a) Madrid (Espanha) 100.00% 100.00% 100.00% 100.00%
PCJ-Público, Comunicação e Jornalismo, SA a) Maia (Portugal) 100.00% 89.97% 100.00% 89.97%
Público - Comunicação Social, SA a) Porto (Portugal) 100.00% 89.97% 100.00% 89.97%
SCBRASIL Participações, Ltda a) São Paulo (Brazil) 100.00% 100.00% 100.00% 100.00%
SIAL Participações, Ltda a) São Paulo (Brazil) 100.00% 100.00% 100.00% 100.00%
Soflorin, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae Center Serviços II, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonae Investimentos, SGPS, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonae Investments, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae RE, SA a) Luxembourg 99.92% 99.92% 99.92% 99.92%
Sonaecenter Serviços, SA a) Maia (Portugal) 100.00% 100.00% 100.00% 100.00%
Sontel, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae MC – Modelo Continente SGPS, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonae MC S2 Africa Limited a) La Valletta (Malta) 100.00% 100.00% 100.00% 100.00%
Sonae SR Malta Holding Limited a) La Valletta (Malta) 100.00% 100.00% 100.00% 100.00%
SONAESR – Serviços e Logística, SA a) Matosinhos (Portugal) 100.00% 100.00% 100.00% 100.00%
Sonaegest - Soc.Gest.Fundos Investimentos, SA a) Maia (Portugal) 100.00% 90.00% 100.00% 90.00%
Sonvecap, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Tlantic, BV a) Amsterdam
(Netherlands)
70.71% 70.71% 70.71% 70.71%
Tlantic Portugal - Sistemas de Informação, SA a) Maia (Portugal) 100.00% 70.71% 100.00% 70.71%
Tlantic Sistemas de Informação, Ltda a) Porto Alegre (Brazil) 100.00% 70.71% 100.00% 70.71%

*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(s) which hold(s) a participation, hold(s) this participation directly in the share capital of that company.

a) Controlo Control held by majority of voting rights which gives power of relevant activities;

  • b) Control held by majority of Board members;
  • 1) Company created in the period;
  • 2) In 2017, an agreement was signed for the combination of Sport Zone with JD Sprinter Holdings that completion in January 2018 and this subsidiary was consolidated by the equity method, given the loss of control (Notes 3.2 and 4)

These entities are consolidated using the full consolidation method.

33 J O I N T V E N T U R E S A N D A S S O C I A T E D C O M P A N I E S I N C L U D E D I N T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T

Joint ventures and associates, their head offices and percentage of share capital held by Sonae as at 31 March 2018 and 31 December 2017 are as follows:

33.1 Joint Ventures

Percentage of capital held
31 Mar 2018 31 Dec 2017
COMPANY Head Office Direct* Total* Direct* Total*
Sonae MC
Sohi Meat Solutions- Distribuição de Carnes, SA Santarém (Portugal) 50.00% 50.00% 50.00% 50.00%

Sonae Sierra

3shoppings - Holding, SGPS, SA Maia (Portugal) 20.00% 10.00% 20.00% 10.00%
8ª Avenida Centro Comercial, SA Maia (Portugal) 100.00% 11.25% 100.00% 11.25%
Aegean Park Constructions Real Estate and Development, SA Atenas (Grécia) 100.00% 25.00% 100.00% 25.00%
ALBCC – Albufeirashopping – Centro Comercial, SA Maia (Portugal) 100.00% 11.25% 100.00% 11.25%
ALBRP Albufeira Retail Park, Lda Maia (Portugal) 100.00% 5.00% 100.00% 5.00%
Albufeira RP (Luxembourg) 1, Sarl Luxembourg 100.00% 5.00% 100.00% 5.00%
Albufeira RP (Luxembourg) 2, Sarl Luxembourg 100.00% 5.00% 100.00% 5.00%
ALEXA Asset GmbH & Co, KG Dusseldorf (Germany) 9.00% 4.50% 9.00% 4.50%
ALEXA Holding GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
ALEXA Shopping Centre GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Algarveshopping - Centro Comercial, SA Maia (Portugal) 100.00% 5.00% 100.00% 5.00%
Area Sur Shopping, S.L Madrid (Spain) 15.00% 7.50% 15.00% 7.50%
ARP Alverca Retail Park, SA Maia (Portugal) 100.00% 50.00% 100.00% 50.00%
Arrábidashopping - Centro Comercial, SA Maia (Portugal) 100.00% 12.53% 100.00% 12.53%
Axnae Spain Holdings, S.L. Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Candotal Spain S,L,U, Madrid (Spain) 100.00% 5.00% 100.00% 5.00%
Cascaishopping - Centro Comercial, SA Maia (Portugal) 100.00% 28.62% 100.00% 28.62%
CCCB Caldas da Rainha - Centro Comercial, SA Maia (Portugal) 100.00% 50.00% 100.00% 50.00%
Centro Colombo - Centro Comercial, SA Maia (Portugal) 100.00% 12.53% 100.00% 12.53%
Centro Vasco da Gama - Centro Comercial, SA Maia (Portugal) 100.00% 12.53% 50.00% 12.53%
Coimbrashopping - Centro Comercial, SA Maia (Portugal) 100.00% 25.05% 100.00% 25.05%
DOC Malaga Holdings S.L. Madrid (Spain) 50.00% 12.53% 50.00% 12.53%
DOC Malaga SITECO S.L.U. Madrid (Spain) 100.00% 12.53% 100.00% 12.53%
Dos Mares - Shopping Centre, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Dos Mares - Shopping Centre, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Estação Viana - Centro Comercial, SA Viana do Castelo
(Portugal)
100.00% 5.00% 100.00% 5.00%
Freccia Rossa - Shopping Centre, Srl Milan (Italy) 50.00% 25.00% 50.00% 25.00%
Fundo de Investimento Imobiliário Parque Dom Pedro
Shopping Center
Rio de Janeiro (Brazil) 50.00% 10.34% 50.00% 10.34%
Fundo de Investimento Imobiliário Shopping Parque Dom
Pedro
Rio de Janeiro (Brazil) 87.61% 15.78% 87.61% 15.78%
Gaiashopping I - Centro Comercial, SA Maia (Portugal) 100.00% 12.53% 100.00% 12.53%
Gaiashopping II - Centro Comercial, SA Maia (Portugal) 100.00% 12.53% 100.00% 12.53%
Gli Orsi Shopping Centre 1, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Guimarãeshopping - Centro Comercial, SA Maia (Portugal) 100.00% 10.00% 100.00% 10.00%
Harvey Dos Iberica, SL Madrid (Spain) 50.00% 12.53% 50.00% 12.53%
Haciarriba – Projetos, negócios e Promoções, SA Maia (Portugal) 100.00% 1.88% 100.00% 1.88%
Iberian Assets, SA Madrid (Spain) 50.00% 12.53% 50.00% 12.53%
Iberia Shopping Centre Venture Cooperatief UA Amsterdam
(Netherlands)
10.00% 5.00% 10.00% 5.00%
Iberian Holdings Spain, S.L. Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Imoconti – Sociedade Imobiliária, SA Maia (Portugal) 100.00% 5.00% 100.00% 5.00%
Ioannina Development of Shopping Centres, SA Athens (Greece) 100.00% 50.00% 100.00% 50.00%
Land Retail, BV Amsterdam
(Netherlands)
100.00% 32.19% 100.00% 32.19%
Larissa Development of Shopping Centres, SA Athens (Greece) 100.00% 25.00% 100.00% 25.00%
LCC – Leiriashopping – Centro Comercial, SA Maia (Portugal) 100.00% 11.25% 100.00% 11.25%
Le Terrazze – Shopping Centre 1, Srl Milan (Italy) 10.00% 5.00% 10.00% 5.00%
Loop5 Shopping Centre GmbH & Co KG Dusseldorf (Germany) 9.00% 4.50% 9.00% 4.50%
Loureshopping – Centro Comercial, SA Maia (Portugal) 50.00% 5.63% 50.00% 5.63%
Luz del Tajo, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Luz del Tajo - Centro Comercial, SA Madrid (Spain) 100.00% 5.00% 100.00% 5.00%
Madeirashopping - Centro Comercial, SA Funchal (Portugal) 50.00% 12.53% 50.00% 12.53%
Maiashopping - Centro Comercial, SA Maia (Portugal) 100.00% 10.00% 100.00% 10.00%
Microcom Doi, Srl Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
Norte Shopping Retail and Leisure Centre, BV Amsterdam
(Netherlands)
50.00% 12.53% 50.00% 12.53%
Norteshopping - Centro Comercial, SA Maia (Portugal) 100.00% 12.53% 100.00% 12.53%
Olimpo Asset 1, S.A. Maia (Portugal) 100.00% 1.88% 100.00% 1.88%
Olimpo Asset 2, S.A. Maia (Portugal) 100.00% 1.88% 100.00% 1.88%
Olimpo Real Estate Socimi, SA Madrid (Espanha) 3.75% 1.88% 3.75% 1.88%
Pantheon Plaza BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
Paracentro - Gestão de Galerias Comerciais, SA Maia (Portugal) 100.00% 50.00% 100.00% 50.00%
Park Avenue Developement of Shopping Centers, SA Athens (Greece) 50.00% 25.00% 50.00% 25.00%
Parklake Shopping, SA Bucharest (Romania) 50.00% 25.00% 50.00% 25.00%
Parque Atlântico Shopping - Centro Comercial SA Ponta Delgada (Portugal) 50.00% 12.53% 50.00% 12.53%
Parque D. Pedro 1, BV Sarl Luxembourg 100.00% 25.00% 100.00% 25.00%
Parque de Famalicão - Empreendimentos Imobiliários, SA Maia (Portugal) 100.00% 50.00% 100.00% 50.00%
Pátio Boavista Shopping, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Goiânia Shopping, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Londrina Empreendimentos e Participações, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio São Bernardo Shopping Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Sertório Shopping, Ltda Manaus (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Uberlândia Shopping, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Plaza Eboli - Centro Comercial, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Plaza Mayor Parque de Ócio, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Plaza Mayor Parque de Ócio, SA Madrid (Espanha) 100.00% 25.05% 100.00% 25.05%
Plaza Mayor Shopping, BV Amesterdão (Holanda) 100.00% 25.05% 100.00% 25.05%
Plaza Mayor Shopping, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Plenerg Srl Bucharest (Romania) 50.00% 25.00% 50.00% 25.00%
PORTCC – Portimãoshopping – Centro Comercial, SA Maia (Portugal) 100.00% 11.25% 100.00% 11.25%
Portitail – Investimentos Imobiliários, S.A Maia (Portugal) 100.00% 1.88% 100.00% 1.88%
Project Guia, SA Maia (Portugal) 100.00% 5.00% 100.00% 5.00%
Project Sierra 10 BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 11 BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 12 BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 2, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 8, BV Amsterdam
(Netherlands)
100.00% 5.00% 100.00% 5.00%
Project Sierra Cúcuta, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Four, SA Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
Project Sierra Germany 4 (four), Shopping Centre, GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 1, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 2 - Centro Comercial, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Proyecto Cúcuta S.A.S Santiago de Cali
(Colombia)
50.00% 25.00% 50.00% 25.00%
Rio Sul – Centro Comercial, SA Lisbon (Portugal) 50.00% 5.63% 50.00% 5.63%
River Plaza BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
River Plaza Mall, Srl Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
SC Aegean, BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
Serra Shopping – Centro Comercial, SA Lisbon (Portugal) 50.00% 5.63% 50.00% 5.63%
Shopping Centre Colombo Holding, BV Amsterdam
(Netherlands)
50.00% 12.53% 50.00% 12.53%
Shopping Centre Parque Principado, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Sierra Asia Limited Hong Kong 100.00% 50.00% 100.00% 50.00%
Sierra Berlin Holding BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Brazil 1, BV Amsterdam
(Netherlands))
100.00% 25.00% 100.00% 25.00%
Sierra Central, S.A.S. Santiago de Cali
(Colômbia)
50.00% 25.00% 50.00% 25.00%
Sierra Cevital Shopping Center, Spa Algeria 49.00 % 24.50% 49.00 % 24.50%
Sierra Core Assets Holdings, BV Amsterdam
(Netherlands)
50.00% 25.05% 50.00% 25.05%
Sierra Developments Holding, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Developments, SGPS, SA Maia (Portugal) 100.00% 50.00% 100.00% 50.00%
Sierra European Retail Real Estate Assets Holdings, BV Amsterdam
(Netherlands)
50.10% 25.05% 50.10% 25.05%
Sierra Germany GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Sierra GP, Limited Guernesey (U.K.) 100.00% 50.00% 100.00% 50.00%
Sierra Greece, SA Athens (Greece) 100.00% 50.00% 100.00% 50.00%
Sierra Investimentos Brasil Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Sierra Investments (Holland) 1, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments (Holland) 2, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments Holding, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments SGPS, SA Maia (Portugal) 100.00% 50.00% 100.00% 50.00%
Sierra Italy, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Sierra Management, SGPS, SA Maia (Portugal) 100.00% 50.00% 100.00% 50.00%
Sierra Maroc, SARL Casablanca (Morocco) 100.00% 50.00% 100.00% 50.00%
Sierra Maroc Services, SARL Casablanca (Morocco) 100.00% 50.00% 100.00% 50.00%
Sierra Parma Project BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Portugal, SA Lisbon (Portugal) 100.00% 50.00% 100.00% 50.00%
Sierra Project Nürnberg BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Real Estate Greece BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Retail Ventures BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Romania Shopping Centers Services, SRL Bucareste (Roménia) 100.00% 50.00% 100.00% 50.00%
Sierra Services Holland BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Solingen Holding GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Sierra Spain Malaga Holdings, S.L. Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Sierra Spain – Shopping Centers Services, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Sierra Turkey Gayrimenkul Yönetim Pazarlama ve Danışmanlık
Anonim Şirket
Istanbul (Turkey) 100.00% 50.00% 100.00% 50.00%
Sierra Zenata Project B.V. Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Solingen Shopping Center GmbH Dusseldorf (Germany) 50.00% 25.00% 50.00% 25.00%
Sonae Sierra Brasil, SA São Paulo (Brazil) 66.65% 16.66% 66.65% 16.66%
Sonae Sierra Brazil, BV Sarl Luxembourg 50.00% 25.00% 50.00% 25.00%
Sonae Sierra, SGPS, SA Maia (Portugal) 50.00% 50.00% 50.00% 50.00%
SPF - Sierra Portugal Luxembourg 100.00% 50.00% 100.00% 50.00%
SPF - Sierra Portugal Real Estate, Sarl Luxembourg 22.50% 11.25% 22.50% 11.25%
Unishopping Consultoria Imobiliária, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
VdG Holding BV Amsterdam
(Netherlands)
100.00% 12.53% 100.00% 12.53%
Via Catarina - Centro Comercial, SA Maia (Portugal) 50.00% 12.53% 50.00% 12.53%
Weiterstadt Shopping BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Zenata Commercial Project, SA Mohammedia (Morocco) 11.00% 5.5% 11.00% 5.5%
ZOPT (NOS)
Big Picture 2 Films, SA Oeiras (Portugal) 20.00% 4.69% 20.00% 4.69%
Big Picture Films, SL Madrid (Spain) 100.00% 4.69% 100.00% 4.69%
Canal 20 TV, SA Madrid (Spain) 50.00% 11.73% 50.00% 11.73%
Dreamia Holding BV Amsterdam
(Netherlands)
50.00% 11.73% 50.00% 11.73%
Dreamia Serviços de Televisão, SA Lisbon (Portugal) 100.00% 11.73% 100.00% 11.73%
Empracine – Empresa Promotora de Atividades
Cinematográficas, Lda
Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
FINSTAR – Sociedade de Investimentos e Participações, SA Luanda (Angola) 30.00% 7.04% 30.00% 7.04%
Lusomundo – Sociedade de investimentos imobiliários, SGPS,
SA
Lisbon (Portugal) 99.87% 23.43% 99.87% 23.43%
Lusomundo Imobiliária 2, SA Lisbon (Portugal) 99.87% 23.43% 99.87% 23.43%
Lusomundo Moçambique, Lda Maputo (Mozambique) 100.00% 23.46% 100.00% 23.46%
MSTAR, SA Maputo (Mozambique) 30.00% 7.04% 30.00% 7.04%
NOS Açores Comunicações, SA Ponta Delgada (Portugal) 83.82% 19.66% 83.82% 19.66%
NOS Communications Sàrl Luxembourg 100.00% 23.46% 100.00% 23.46%
NOS Comunicações, SA Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Inovação, SA Matosinhos (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Internacional SGPS, SA Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Lusomundo Audiovisuais, SA Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Lusomundo Cinemas, SA Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Lusomundo TV, Lda Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Madeira Comunicações, SA Funchal (Portugal) 77.95% 18.29% 77.95% 18.29%
NOS SGPS, SA Lisbon (Portugal) 52.15% 23.46% 52.15% 23.46%
NOS Sistemas España, SL Madrid (Spain) 100.00% 23.46% 100.00% 23.46%
NOS Sistemas, SA Maia (Portugal) 100.00% 23.46% 100.00% 23.46%
NOSPUB – Publicidade e Conteúdos, SA Lisbon (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Tecnology – Concepção Construção e Gestão de Redes
de Comunicação, SA
Matosinhos (Portugal) 100.00% 23.46% 100.00% 23.46%
NOS Towering – Gestão de Torres de Telecomunicações, SA Maia (Portugal) 100.00% 23.46% 100.00% 23.46%
Per-Mar – Sociedade de Construções, SA Maia (Portugal) 100.00% 23.46% 100.00% 23.46%
Sontária – Empreendimentos Imobiliários, SA Maia (Portugal) 100.00% 23.46% 100.00% 23.46%
Sport TV Portugal, SA Lisbon (Portugal) 25.00% 5.86% 25.00% 5.86%
Teliz Holding, BV Amstelveen
(Netherlands)
100.00% 23.46% 100.00% 23.46%
Upstar Comunicações, SA Vendas Novas (Portugal) 30.00% 7.04% 30.00% 7.04%
ZAP Cinemas, SA Luanda (Angola) 100.00% 7.04% 100.00% 7.04%
ZAP Media, SA Luanda (Angola) 100.00% 7.04% 100.00% 7.04%
ZAP Publishing, SA Luanda (Angola) 100.00% 7.04% 100.00% 7.04%
ZOPT, SGPS, SA Porto (Portugal) 50.00% 44.99% 50.00% 44.99%
Sonae IM
Intelligent Big Data, SL Gipuzcoa (Spain) 50.00% 44.99% 50.00% 44.99%
Sonae FS
Accive Insurance – Corretor de Seguros, SA Porto (Portugal) 70.00% 35.00% 70.00% 35.00%
Brokerslink Management AG Zug (Switzerland) 20.00% 10.00% 20.00% 10.00%
BUZZEE Insure, Lda Porto (Portugal) 100.00% 50.00% 100.00% 50.00%
Filhet Allard EspañaCorreduria de Seguros S.L. Madrid (Spain) 35.00% 17.50% 35.00% 17.50%
Flexben, Lda Porto (Portugal) 45.00% 22.50% 45.00% 22.50%
Herco Consultoria de Risco e Corretora de Seguros, Ltda Santa Catarina (Brazil) 100.00% 50.00% 100.00% 50.00%
Herco, Consultoria de Risco, SA Maia (Portugal) 100.00% 50.00% 100.00% 50.00%
HighDome PCC Limited La Valletta (Malta) 100.00% 50.00% 100.00% 50.00%
Iberosegur – Sociedade Ibérica de Mediação de Seguros, Lda Porto (Portugal) 60.00% 30.00% 60.00% 30.00%
Larim Corretora de Resseguros Ltda Rio de Janeiro (Brazil) 99.99% 50.00% 99.99% 50.00%
Lazam/mds Correctora Ltda São Paulo (Brazil) 100.00% 50.00% 100.00% 50.00%
MDS África, SGPS, SA Porto (Portugal) 50.00% 25.00% 50.00% 25.00%
MDS - Corretor de Seguros, SA Porto (Portugal) 100.00% 50.00% 100.00% 50.00%
MDS Auto - Mediação de Seguros, SA Porto (Portugal) 50.00% 25.00% 50.00% 25.00%
MDS Malta Holding Limited La Valletta (Malta) 100.00% 50.00% 100.00% 50.00%
MDS Partners Corretor de Seguros, SA Porto (Portugal) 100.00% 50.00% 100.00% 50.00%
MDS RE – Mediador de resseguros, SGPS, SA Porto (Portugal) 100.00% 25.00% 100.00% 25.00%
MDS, SGPS, SA Maia (Portugal) 50.00% 50.00% 50.00% 50.00%
2) Moneris Correctores de Seguros Limitada Maputo (Mozambique) 50.00% 50.00% - -
Moneris Seguros - Mediação de Seguros, Lda Oeiras (Portugal) 60.00% 30.00% 60.00% 30.00%

Others

Unipress - Centro Gráfico, Lda Vila Nova de Gaia
(Portugal)
50.00% 44.99% 50.00% 44.99%
SIRS – Sociedade Independente de Radiodifusão Sonora, SA Porto (Portugal) 50.00% 44.99% 50.00% 44.99%

*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(s) which hold(s) a participation, hold(s) this participation directly in the share capital of that company.

  • 1) Company created in the period;
  • 2) Company acquired in the period;

33.2 Associated companies

Percentage of capital held
31 Mar 2018 31 Dec 2017
COMPANY Head Office Direct* Total* Direct* Total*
Sonae MC
Sempre a Postos – Produtos Alimentares e Utilidades, Lda Lisbon
(Portugal)
25.00% 25.00% 25.00% 25.00%
Sonae S2 Africa Limited La Valletta
(Malta)
30.00% 30.00% 30.00% 30.00%
S2 Mozambique, SA Maputo
(Mozambique)
30.00% 30.00% 30.00% 30.00%
Ulabox, S.L. Barcelona
(Spain)
41.89% 41.89% 41.89% 41.89%
Sonae IM
Armilar Venture Partners - Sociedade de Capital de Risco,
SA
Lisbon
(Portugal)
35.00% 31.49% 35.00% 31.49%
Fundo de Capital de Risco Armilar Venture Partners II Lisbon
(Portugal)
50.74% 45.65% 50.74% 45.65%
Fundo de Capital de Risco Armilar Venture Partners III Lisbon
(Portugal)
42.64% 38.36% 42.64% 38.36%
Fundo de Capital de Risco Espirito Santo Ventures Inovação
e Internacionalização
Lisbon
(Portugal)
37.54% 33.77% 37.54% 33.77%
MOVVO, SA Porto
(Portugal)
25.58% 25.58% 25.58% 25.58%
Probe.ly Lisbon
(Portugal)
22.88% 20.58% 22.88% 20.58%
Secucloud Network GmbH Hamburgo
(Germany)
27.45% 24.70% 27.45% 24.70%
1) ISRG - Iberian Sports Retail Group, SL Alicante
(Spain)
33.33% 33.33% - -
Others
APOR – Agência para a Modernização do Porto, S.A. Porto
(Portugal)
22.75% 22.75% 22.75% 22.75%

*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(s) which hold(s) a participation, hold(s) this participation directly in the share capital of that company.

1) In 2017, an agreement was signed for the combination of Sport Zone with JD Sprinter Holdings that completion in January 2018 and this subsidiary was consolidated by the equity method, given the loss of control (Notes 3.2 and 4).

Jointly controlled companies and associated companies were included in the consolidated financial statements by the equity method.

The Board of Directors

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

José Manuel Neves Adelino

Andrew Eustace Clavering Campbell

Christine Cross

Tsega Gebreyes

Marcelo Faria de Lima

Dag Johan Skattum

Margaret Lorraine Trainer

Condensed separate financial statements

CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2018 AND 2017 AND AT 31 DECEMBER 2017

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

(Amounts expressed in euro) Notes 31 Mar 2018 31 Mar 2017 31 Dec 2017
ASSETS
NON-CURRENT ASSETS:
Tangible assets 61,802 84,627 68,906
Intangible assets 13 40 20
Investments in subsidiaries, associates and joint ventures 4 3,824,883,407 3,806,520,407 3,824,883,407
Other investments 5 49,880 49,880 49,880
Deferred taxes 17,248,078 9,663,951 7,755,724
Other non-current assets 6 110,649,867 173,092,867 110,649,867
Total non-current assets 3,952,893,047 3,989,411,772 3,943,407,804
CURRENT ASSETS:
Trade account receivables and other current assets 7 72,840,121 119,241,206 44,824,180
Cash and cash equivalents 8 142,001 76,623 170,739
Total current assets 72,982,122 119,317,829 44,994,919
TOTAL ASSETS 4,025,875,169 4,108,729,601 3,988,402,723
EQUITY AND LIABILITIES
EQUITY:
Share capital 9 2,000,000,000 2,000,000,000 2,000,000,000
Reserves and retained earnings 1,400,267,671 1,390,996,986 1,391,353,911
Profit / (Loss) for the period 37,140,932 46,992,821 93,223,270
TOTAL EQUITY 3,437,408,603 3,437,989,807 3,484,577,181
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 10 304,854,850 353,153,054 374,741,901
Total non-current liabilities 304,854,850 353,153,054 374,741,901
CURRENT LIABILITIES:
Loans 10 108,049,000 107,846,000 36,390,000
Trade creditors and other current liabilities 11 175,562,716 209,740,740 92,693,641
Total current liabilities 283,611,716 317,586,740 129,083,641
TOTAL EQUITY AND LIABILITIES 4,025,875,169 4,108,729,601 3,988,402,723

CONDENSED SEPARATE STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 31 MARCH 2018 AND 2017

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

(Amounts expressed in euro) Notes 31 Mar 2018 31 Mar 2017
Services rendered 130,767 119,915
Gains or losses on investments 14 24,906,822 48,570,828
Financial income 480,429 806,118
Other income 426,343 472,335
External supplies and services (946,917) (881,669)
Staff costs (415,829) (548,443)
Depreciation and amortisation (7,225) (7,921)
Financial expense (1,552,689) (1,711,674)
Other expenses (223,855) (112,523)
Profit/(Loss) before taxation 22,797,846 46,706,966
Taxation 14,343,086 285,855
Profit/(Loss) after taxation 37,140,932 46,992,821
Profit/(Loss) per share
Basic 15 0.018570 0.023496

Diluted 15 0.018566 0.023494

CONDENSED INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 31 MARCH 2018 AND 2017

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

(Amounts expressed in euro) 31 Mar 2018 31 Mar 2017
Net Profit / (Loss) for the period
Other comprehensive income for the period
37,140,932
-
46,992,821
-
Total comprehensive income for the period 37,140,932 46,992,821

CONDENSED SEPARATE STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 31 MARCH 2018 AND 2017

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

Oth
er r
ese
rves
(Am
d in
ro)
ts e
oun
xpr
esse
eu
Sha
apit
al
re c
har
Tre
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ry s
es
al re
Leg
serv
e
Sha
re b
d
ase
ts
pay
men
rese
rve
Free
res
erve
s
al o
the
Tot
r
rese
rves
Ret
aine
d
ning
ear
s
fit/
(los
s)
Net
pro
al
Tot
Bala
at 1
Jan
20
17
nce
as
uary
2,00
0,00
0,00
0
- 244
,21
1,59
2
1,07
8,56
8
1,06
3,55
5,68
2
1,06
4,63
4,25
0
146
,534
,85
1
15,9
40,2
18
3,47
1,32
0,91
1
Tot
al c
hen
sive
inc
e fo
r th
riod
om
pre
om
e pe
- - - - - - - 46,9
92,8
21
46,9
92,8
21
App
riat
ion
of p
rofi
t of
20
16:
rop
Tra
nsfe
leg
al re
r to
serv
e
Divi
den
ds d
istr
ibut
ed
Free
es d
istri
but
ed
res
erv
Tra
nsfe
aine
d ea
rnin
f th
e ch
e of
ting
licy
effe
r to
ret
ct
gs o
ang
acc
oun
po
fulf
Obl
igat
ion
illed
by
a th
ird
part
y
Sha
sold
he t
s of
l pe
rfor
ce b
s pl
und
nd
er t
res
erm
an
nua
man
onu
an a
-
-
-
-
-
-
-
-
-
(46
1)
6,21
3,06
5,01
1
-
-
-
-
-
-
-
-
-
-
-
(21,
764
,793
)
-
-
-
-
(21,
764
,793
)
-
-
-
-
-
(45,
)
360
,000
-
(3,0
11)
65,0
(58,
)
235
,207
-
45,3
60,0
00
-
-
(58,
)
235
,207
(21,
764
,793
)
-
(46
1)
6,21
med
ium
m in
tive
pla
ter
cen
ns
Sha
re-b
- 466
,21
1
- (54
0)
1,40
98,5
00
(442
)
,900
- - 23,3
11
d pa
nts
ase
yme
Bala
at 3
h 20
1 M
17
nce
as
arc
-
2,00
0,00
0,00
0
-
-
-
247
,276
,603
118
,975
656
,143
-
1,04
1,88
9,38
9
118
,975
1,04
2,54
5,53
2
-
101
,174
,85
1
-
46,9
92,8
21
118
,975
3,43
7,98
9,80
7
Bala
at 1
Jan
20
18
nce
as
uary
2,00
0,00
0,00
0
- 247
,276
,603
1,01
3,06
8
1,04
1,88
9,38
9
1,04
2,90
2,45
7
101
,174
,85
1
93,2
23,2
70
3,48
4,57
7,18
1
Tot
al c
hen
sive
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e fo
r th
riod
om
pre
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App
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ion
of p
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t of
20
17:
rop
- - - - - - - 37,1
40,9
32
37,1
40,9
32
nsfe
leg
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Tra
r to
serv
e
- - 4,66
1,16
4
- - - - (4,6
61,1
64)
-
nsfe
fre
Tra
r to
e re
serv
es
- - - - 4,56
2,10
6
4,56
2,10
6
- (4,5
62,1
06)
-
Divi
den
ds d
istr
ibut
ed
- - - - - - - (84,
000
,000
)
(84,
000
,000
)
Sha
re-b
d pa
lass
ifica
tion
fro
apit
al t
o lia
bilit
ies
nt -
ase
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rec
m c
- - - (578
)
,200
162
,473
(415
)
,727
- - (415
)
,727
Sha
re-b
d pa
nts
ase
yme
- - - 106
,217
- 106
,217
- - 106
,217
Bala
h 20
at 3
1 M
18
nce
as
arc
2,00
0,00
0,00
0
- 251
,937
,767
541
,085
1,04
6,61
3,96
8
1,04
7,15
5,05
3
101
,174
,85
1
37,1
40,9
32
3,43
7,40
8,60
3

CONDENSED SEPARATE CASH FLOW STATEMENTS FOR THE PERIODS ENDED 31 MARCH 2018 AND 2017

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

(Amounts expressed in euro) Notes 31 Mar 2018 31 Mar 2017
OPERATING ACTIVITIES
Net cash flow from operating activities (1) (20,487) 202,264
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income 2,757,580 188,830
Loans granted 353,157,000 556,494,000
355,914,580 556,682,830
Cash payments arising from:
Tangible and intangible assets (111) (29,973)
Loans granted (353,157,000) (556,494,000)
(353,157,111) (556,523,973)
Net cash used in investment activities (2) 2,757,469 158,857
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 579,676,000 963,234,000
579,676,000 963,234,000
Cash payments arising from:
Loans obtained (581,415,000) (963,146,000)
Interest and similar charges (1,026,720) (1,323,384)
(582,441,720) (964,469,384)
Net cash used in financing activities (3) (2,765,720) (1,235,384)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (28,738) (874,263)
Cash and cash equivalents at the beginning of the period 170,739 950,886
Cash and cash equivalents at the end of the period 8 142,001 76,623

SONAE, SGPS, SA

NOTES TO THE CONDENSED SEPARATE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2018

(Translation of the condensed separate financial statements originally issued in Portuguese.

In case of discrepancies the Portuguese version prevails)

(Amounts expressed in euro)

1 INTRODUCTION

SONAE, SGPS, SA ("the Company" or "Sonae"), has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal.

2 BASIS OF PREPARATION

Interim financial statements are presented quarterly, in accordance with IAS 34 – "Interim Financial Reporting".

3 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31 December 2017, except for the adoption of the new standards effective at 1 January 2018. There were no significant impacts of IFRS 9 and IFRS 15 application.

4 INVESTMENTS IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As at 31 March 2018 and 31 December 2017 the company held investments in the following companies:

31 Mar 2018
Companies
Companies
% Held Opening
balance
Increase Decrease Impairment
loss recognized
during the
period
Closing
balance
Interlog, SGPS, SA 1.02% 106,686 - - - 106,686
Fundo de Investimento Imobiliário Fechado Imosede 19.60% 30,000,544 - - - 30,000,544
Sonae Investimentos, SGPS, SA 25.03% 532,246,696 - - - 532,246,696
Sonae Investments, BV 100.00% 835,700,000 - - - 835,700,000
Sonae RE, SA 99.92% 1,481,059 - - - 1,481,059
Sonae Sierra SGPS, SA 50.00% 490,113,339 - - - 490,113,339
Sonaecom, SGPS, SA 26.02% 111,098,824 - - - 111,098,824
Sonaegest, SA 20.00% 159,615 - - - 159,615
Sonaecenter, Serviços, SA 100.00% 1,537,221,545 - - - 1,537,221,545
Sontel, BV 35.87% 286,755,099 - - - 286,755,099
Total 3,824,883,407 - - - 3,824,883,407
31 Dec 2017
Companies % Held Opening
balance
Increase Decrease Impairment
loss recognized
during the
period
Closing
balance
Interlog, SGPS, SA 1.02% 106,686 - - - 106,686
Fundo de Investimento Imobiliário Fechado Imosede 19.60% 30,000,544 - - - 30,000,544
Sonae Investimentos, SGPS, SA 25.03% 532,246,696 - - - 532,246,696
Sonae Investments, BV 100.00% 835,700,000 - - - 835,700,000
Sonae RE, SA 99.92% 1,232,059 - - 249,000 1,481,059
Sonae Sierra SGPS, SA 50.00% 490,113,339 - - - 490,113,339
Sonaecom, SGPS, SA 26.02% 111,098,824 - - - 111,098,824
Sonaegest, SA 20.00% 159,615 - - - 159,615
Sonaecenter, Serviços, SA 100.00% 1,530,231,545 - - 6,990,000 1,537,221,545
Sontel, BV 35.87% 275,631,099 - - 11,124,000 286,755,099
Total 3,806,520,407 - - 18,363,000 3,824,883,407

5 OTHER INVESTMENTS

As at 31 March 2018 and 31 December 2017 other investments are as follows:

31 Mar 2018
Companies Opening balance Increase Decrease Closing balance
Associação Escola Gestão Porto 49,880 - - 49,880
Total 49,880 - - 49,880
31 Dec 2017
Companies Opening balance Increase Decrease Closing balance
Associação Escola Gestão Porto 49,880 - - 49,880
Total 49,880 - - 49,880

6 OTHER NON-CURRENT ASSETS

As at 31 March 2018 and 31 December 2017 other non-current assets are as follows:

31 Mar 2018 31 Dec 2017
Loans granted to group companies:
Sonae Investments, BV 110,649,867 110,649,867
Total 110,649,867 110,649,867

As at 31 March 2018 the loans granted to group companies, bear interest at market rates indexed to Euribor, have a longterm maturity and its fair value is similar to its carrying amount.

7 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 31 March 2018 and 31 December 2017 trade accounts receivable and other current assets are detailed as follows:

31 Mar 2018 31 Dec 2017
Trade accounts receivable - 531,855
Group companies:
Dividends 24,906,822 -
Interests - 2,630,955
Taxes - Special regime for taxation of groups of companies 32,332,753 25,532,297
Taxes and contributions receivable 13,924,147 13,704,653
Accrued income and prepayments 1,549,033 2,245,319
Others 127,366 179,101
Total 72,840,121 44,824,180

The amount recorded in the caption taxes-special regime for taxation of groups corresponds to the tax estimate calculated by the companies taxed under the Special Regime for Taxation of Corporate Groups, of which the Company is the dominant company.

Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity of less than one year.

8 CASH AND CASH EQUIVALENTS

As at 31 March 2018 and 31 December 2017 cash and cash equivalents are detailed as follows:

31 Mar 2018 31 Dec 2017
Cash at hand 1,103 953
Bank deposits 140,898 169,786
Cash and cash equivalents on the statement of financial position 142,001 170,739
Cash and cash equivalents on the cash flow statement 142,001 170,739

9 SHARE CAPITAL

As at 31 March 2018 and 31 December 2017 share capital consisted of 2,000,000,000 ordinary shares of 1 euro each.

10 LOANS

As at 31 March 2018 and 31 December 2017, loans are made up as follows:

31 Mar 2018 31 Dec 2017
Bonds Sonae, SGPS 2015/2022 100,000,000 100,000,000
Bonds Sonae, SGPS 2016/2023 60,000,000 60,000,000
Up-front fees not yet charged to income statement (1,141,999) (1,241,289)
Bonds 158,858,001 158,758,711
Sonae SGPS - Commercial paper 96,250,000 166,250,000
Sonae SGPS - bank loans 50,000,000 50,000,000
Up-front fees not yet charged to income statement (253,151) (266,810)
Bank loans 145,996,849 215,983,190
Non-current loans 304,854,850 374,741,901
Sonae SGPS - Commercial paper 108,049,000 36,390,000
Bank loans 108,049,000 36,390,000
Current loans 108,049,000 36,390,000

Under lines of credit and commercial paper programs with firm commitments, Sonae, SGPS had 173 million euro credit facilities available to meet its liquidity requirements as follows:

Commitments of
less than one year
Commitments of
more than one year
Agreed credit facilities amounts 115,000,000 156,250,000
Available credit facilities amounts 112,451,000 60,000,000

The interest rate as at 31 March 2018 of bonds and bank loans was, in average 0.84% (1.01% as at 31 December 2017).

Maturity of Borrowings

As at 31 March 2018 and 31 December 2017 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:

31 Mar 2018 31 Dec 2017
N+1 108,049,000 36,390,000
N+2 2,500,000 4,000,000
N+3 73,750,000 76,750,000
N+4 40,000,000 83,000,000
N+5 170,000,000 113,000,000
after N+5 20,000,000 99,500,000

11 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 31 March 2018 and 31 December 2017, trade creditors and other current liabilities are detailed as follows:

31 Mar 2018 31 Dec 2017
Trade creditors 279,307 286,234
Group companies:
Loans 74,096,244 77,494,244
Taxes - Special regime for taxation of groups of companies 3,920,660 3,690,603
Taxes and contributions payable 11,055,369 8,919,178
Accrued expenses 1,861,045 2,204,063
Others 84,350,091 99,319
Total 175,562,716 92,693,641

12 CONTINGENT LIABILITIES

As at 31 March 2018 and 31 December 2017, contingent liabilities are detailed as follows:

31 Mar 2018 31 Dec 2017
Guarantees given:
on tax claims 146,570,558 146,570,558
on judicial claims 70,766 70,766
Guarantees given in favour of subsidiaries a) 374,487,291 375,078,359

(a) Guarantees given to Tax Authorities in favour of subsidiaries to defer tax claims. The main tax claims for which guarantees were issued are disclosed in consolidated financial statements.

13 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Balance 31 Mar 2018 31 Dec 2017
Subsidiaries 33,144,555 29,929,831
Jointly controlled companies 24,928,977 218,605
Other related parties 25,000 98,000
Accounts receivable 58,098,532 30,246,436
Parent company 44,206,678 512,593
Subsidiaries 4,477,731 4,241,261
Other related parties 7,639 6,941
Accounts payable 48,692,048 4,760,795
Subsidiaries 110,649,867 110,649,867
Loans granted 110,649,867 110,649,867
Subsidiaries 74,096,244 77,494,244
Loans obtained 74,096,244 77,494,244
Transactions 31 Mar 2018 31 Mar 2017
Subsidiaries 454,875 40,000
Jointly controlled companies 55,767 438,643
Other related parties 25,000 79,915
Services rendered and other income 535,642 558,558
Parent company 142,533 166,848
Subsidiaries 335,737 361,033
Other related parties 9,225 12,309
Purchases and services obtained 487,495 540,190
Subsidiaries 449,410 806,118
Interest income 449,410 806,118
Subsidiaries 216,982 212,161
Interest expenses 216,982 212,161
Subsidiaries 33,612 11,179,728
Jointly controlled companies 24,873,210 37,391,100
Dividend income (Note 14) 24,906,822 48,570,828

All Sonae, SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements. All Efanor Investimentos, SGPS, SA (parent company), subsidiaries, including the ones of Sonae Indústria, SGPS, SA and of Sonae Capital, SGPS, SA are also considered related parties (other related parties).

14 INVESTMENTS INCOME

As at 31 March 2018 and 2017, investment income can be detailed as follows:

31 Mar 2018 31 Mar 2017
Dividends 24,906,822 48,570,828
Total 24,906,822 48,570,828

Dividends were distributed from Sonaegest, SA (33,612 euro) and Sonae Sierra, SGPS, SA (24,873,210 euro).

15 EARNINGS PER SHARE

Earnings per share for the period were calculated taking into consideration the following amounts:

31 Mar 2018 31 Mar 2017
Net profit
Net profit taken into consideration to calculate basic earnings
per share (Net profit for the period) 37,140,932 46,992,821
Effect of dilutive potential shares
Interests related to convertible bonds (net of tax)
-
-
-
-
Net profit taken into consideration to calculate diluted earnings
per share:
37,140,932 46,992,821
Number of shares
Weighted average number of shares used to calculate basic
earnings
2,000,000,000 2,000,000,000
Effect of dilutive potential ordinary shares from convertible
bonds
- -
Outstanting shares related with deferred performance bonus 1,195,751 1,149,412
Number of shares that could be acquired at average market price (708,264) (961,384)
Weighted average number of shares used to calculate diluted
earnings per share 2,000,487,486 2,000,188,028
Profit/(Loss) per share
Basic 0.018570 0.023496
Diluted 0.018566 0.023494

16 SUBSEQUENT EVENTS

At the General Meeting of Shareholders held on 3 May 2018, a resolution was taken to distribute dividends to shareholders in the amount of 84,000,000 euro (paying a gross dividend per share of 0.042 euro) less the total amount of dividends to be distributed to shares that may eventually be acquired by the Company or by any of its subsidiaries up to the distribution date. The amount to be paid is already considered in these financial statements.

17 APPROVAL OF FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 16 May 2018.

18 INFORMATION REQUIRED BY LAW

Decree-Law nr 318/94 art 5 nr 4

During the period ended 31 March 2018 short-term loan contracts were entered into with the following companies:

Público – Comunicação Social, SA

Público, Comunicação e Jornalismo, SA

Sonae Investimentos, SGPS, SA

Sonaecom – Serviços Partilhados, SA

Sonaecom, SGPS, SA

As at 31 March 2018, amounts owed by subsidiaries can be summarized as follows:

As at 31 March 2018 amounts owed to subsidiaries can be summarized as follows:

Closing balance
Sonaecenter, Serviços, SA 56,217,000
Sonae RE, SA 894,000
Sontel, BV 16,985,244
Total 74,096,244

Approved at the meeting of the Board of Directors held on May 16th, 2018

The Board of Directors

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

José Manuel Neves Adelino

Andrew Eustace Clavering Campbell

Christine Cross

Tsega Gebreyes

Marcelo Faria de Lima

Dag Johan Skattum

Margaret Lorraine Trainer

SAFE HARBOUR

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

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

Although these statements reflect our current expectations, which we believe are reasonable, investors and analysts, and generally all recipients of this document, are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. You are cautioned not to put undue reliance on any forward-looking information or statements. We do not undertake any obligation to update any forward-looking information or statements.

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

Media and Investor Contacts

Patrícia Vieira Pinto Head of Investor Relations [email protected] Tel.: + 351 22 010 4794

Catarina Oliveira Fernandes Head of Communications, Brand and Corporate Responsibility [email protected] Tel.: + 351 22 010 4775

Maria João Oliveira External Communication [email protected] Tel.: + 351 22 010 4745

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

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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