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Patris Investimentos

Quarterly Report May 30, 2017

1946_10-q_2017-05-30_42e691a7-e0b0-4e31-bb8d-4c9ddd5ebcf2.pdf

Quarterly Report

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SONAE INVESTIMENTOS, SGPS, SA

Head Office: Rua João Mendonça, 529 – 4464-501 Senhora da Hora

Share Capital 1,000,000,000 Euro

Porto Commercial Registry and Fiscal Number 501 532 927

REPORT AND ACCOUNTS

31 March 2017

Management Report Sonae Investimentos – S.G.P.S., S.A.

In accordance with Portuguese Law and the company's articles of association, we hereby present the management report of Sonae Investimentos - S.G.P.S., S.A. for the first three months of 2017.

Activity evolution for the period

During the course of the first three months of 2017, the consolidated turnover of Sonae Investimentos totalled 1,247 million euros, which corresponds to an increase of 5.8% when compared to the same period of the previous year. Performance benefited from the increased contributions of Sonae MC, Sports & Fashion and Worten, which have more than compensated the lower turnover of Sonae RP, resulting from sale and leaseback (S&LB) transactions over the course of 2016.

The Company's operating cash-flow (EBITDA) reached 49 million euros, representing a decrease of 58 million euros versus last year. Regardless the positive contribution of Worten and Sports & Fashion, enhanced by the consolidation of Salsa and by an improvement in other businesses of Sports & Fashion, this evolution was negatively influenced by the non-recurrent items which included the capital gains of sale and leaseback transactions occurred during 2016.

Overall, EBITDA margin stood at 4.0% of turnover, decreasing -5.1p.p. comparing to 3M16. Operating results (EBIT) amounted to 4 million euros in the period, decreasing when compared to the first three months of 2016 driven by the aforementioned effects.

Sonae Investimentos consolidated net result in the first three months of 2017 totalled -7 million euros, behind last year comparable period.

Overall, it should be mentioned that the performance of retail businesses during first quarter 2017 was highly hampered by the adverse calendar effect, with one less day in February, one less weekend and Easter appearing only in April.

By the end of March, Sonae Investimentos operated in an overall portfolio of 1,628 stores, corresponding to a sales area of 1,167 thousand sqm. During this period, Sonae Sports & Fashion continued to consolidate its store networks, which also includes Salsa stores.

Outlook

Sonae Investimentos strategic guidelines privilege growth and the strengthening of the value proposition based on a continued investment in efficiency and innovation. This positioning, consistently adopted by the Company, has allowed for the combination of strong growth rhythms with strong profitability benchmarks, and once again will be at the basis of the Company´s performance during the course of the next months.

Methodological note

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

Maia, 15 of May 2017

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luis Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

Glossary

Turnover

Sale of articles + services rendered;

EBITDA

"Underlying EBITDA" + share of results in joint ventures and associated undertakings+ non-recurrent items;

"Underlying" EBITDA

total direct income - total expenses - reversal of impairment losses;

Direct EBIT Direct EBT - financial results;

Direct EBT

Direct results before non-controlling interests and taxes;

Direct income

Results excluding contributions to indirect income;

Indirect income

Includes arising from: (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 "markto-market" of other current investments that will be sold or traded in the near future and (v) other irrelevant issues.

Investments (CAPEX)

Investments in tangible and intangible assets and investments in acquisitions;

Working Capital

customer debts (receivables derived from the normal course of the Group's activities) – suppliers (amount payable resulting from purchases derived from the normal course of the Group's activities) + inventories (goods booked at acquisition cost, less quantity discounts and impairment losses) + other assets and liabilities (State and other public entities + associated companies + accruals and prepayments + deferred taxes + provisions for risks and charges + fixed asset suppliers + sundry debtors and creditors)

Net Invested capital

Total net debt + total shareholder funds

Condensed consolidated

financial statements

SONAE INVESTIMENTOS, SGPS, SA

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 MARCH 2017 AND 2016 AND 31 DECEMBER 2016

(Amounts expressed in euro)

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

ASSETS Notes 31 March 2017 31 March 2016
Restated (Note 3)
31 December 2016
NON-CURRENT ASSETS:
Tangible assets 5 1,607,206,499 1,517,435,690 1,606,784,467
Intangible assets 6 332,464,918 229,509,456 332,952,435
Goodwill 7 542,341,507 498,530,956 542,341,507
Investments in joint ventures and associates 8 52,402,917 47,246,636 51,061,618
Other investments 9 10,900,930 12,496,708 10,910,647
Deferred tax assets 12 49,209,919 57,476,269 49,861,522
Other non-current assets 10 15,876,738 11,241,726 15,315,834
Total Non-Current Assets 2,610,403,428 2,373,937,441 2,609,228,030
CURRENT ASSETS:
Inventories 692,206,759 616,534,021 696,012,657
Trade account receivable and other current assets 11 337,317,180 340,769,292 299,418,239
Investments 9 688,118 647,934 4,207,972
Cash and cash equivalents 13 73,323,185 86,724,274 119,726,191
Total Current Assets 1,103,535,242 1,044,675,521 1,119,365,059
Assets held for sale 14 - - 19,522,549
TOTAL ASSETS 3,713,938,670 3,418,612,962 3,748,115,638
EQUITY AND LIABILITIES
EQUITY:
Share capital 15 1,000,000,000 1,000,000,000 1,000,000,000
Own shares (320,000,000) (320,000,000) (320,000,000)
Reserves and retained earnings (15,107,194) (57,780,244) (53,307,887)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company (7,363,828) 31,504,564 80,471,632
Equity attributable to the equity holders of the Parent Company 657,528,978 653,724,320 707,163,745
Equity attributable to non-controlling interests 16 84,662,964 53,120,116 85,020,788
TOTAL EQUITY 742,191,942 706,844,436 792,184,533
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 17 800,946,288 574,933,559 623,570,841
Other non-current liabilities 19 422,078,144 437,731,216 420,960,111
Deferred tax liabilities 12 103,772,213 69,277,027 102,935,155
Provisions 22 16,125,607 11,999,220 16,006,272
Total Non-Current Liabilities 1,342,922,252 1,093,941,022 1,163,472,379
CURRENT LIABILITIES:
Loans 17 140,325,770 162,924,031 186,327,715
Trade creditors and other current liabilities 21 1,485,290,140 1,452,083,523 1,591,200,267
Provisions 22 3,208,566 2,819,950 3,204,001
Total Current Liabilities 1,628,824,476 1,617,827,504 1,780,731,983
Liabilities held for sale 14 - - 11,726,743
TOTAL LIABILITIES 2,971,746,728 2,711,768,526 2,955,931,105
TOTAL EQUITY AND LIABILITIES 3,713,938,670 3,418,612,962 3,748,115,638

The accompanying notes are part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2017 AND 2016

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

(Amounts expressed in euro) Notes 31 March 2017 31 March 2016
Sales 1,221,944,017 1,159,732,285
Services rendered 25,149,698 19,248,104
Investment income investments recorded at fair value through profit - 1,582
Financial income 1,143,743 497,979
Other income 24 169,619,777 226,992,004
Cost of goods sold and materials consumed (1,012,997,942) (971,613,205)
Changes in stocks of finished goods and work in progress (31,362) 64,391
External supplies and services (164,458,010) (149,302,668)
Staff costs (172,458,070) (161,460,865)
Depreciation and amortisation 5 and 6 (45,518,114) (40,209,805)
Provisions and impairment losses (628,802) (7,361,739)
Financial expense (12,969,308) (16,503,786)
Other expenses (15,592,132) (16,404,306)
Share of results of joint ventures and associetad companies 8 (1,595,973) (750,579)
Profit/(Loss) before taxation (8,392,478) 42,929,392
Taxation 25 1,814,134 (10,585,477)
Profit/(Loss) after taxation (6,578,344) 32,343,915
Attributable to:
Equity holders of the Parent Company (7,363,828) 31,504,564
Non-controlling interests 16 785,484 839,351
Profit/(Loss) per share
Basic 27 (0.008182) 0.035005
Diluted 27 (0.008182) 0.035005

The accompanying notes are part of these condensed consolidated financial statements.

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

(Translation of consolidated financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails.) AND 2016

(Amounts expressed in euro) 31 March 2017 31 March 2016
Net Profit / (Loss) for the period (6,578,344) 32,343,915
Items that maybe reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations 133,119 (115,208)
Participation in other comprehensive income (net of tax) related to joint
ventures and associated companies included in consolidation by the equity
method (Note 8.3)
131,772 414,888
Changes in hedge and fair value reserves (2,911,925) (2,112,051)
Deferred taxes related with other components of comprehensive income 609,368 515,237
Others - -
Other comprehensive income for the period (2,037,666) (1,297,134)
Total comprehensive income for the period (8,616,010) 31,046,781
Attributable to:
Equity holders of parent company (9,350,016) 30,238,935
Non controlling interests 734,006 807,846

The accompanying notes are part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 31 MARCH 2017 AND 2016

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

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The accompanying notes are part of these condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 MARCH 2017 AND 2016

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

(Amounts expressed in euro) Notes 31 March 2017 31 March 2016
OPERATING ACTIVITIES
Net cash flow from operating activities (1) (110,148,714) (157,369,939)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 21,009,032 -
Tangible assets and investment properties 8 and 9 1,366,392 229,972,175
Interests and similar income 438,199 278,505
Others - 1,581
22,813,623 230,252,261
Cash Payments arising from:
Investments (1,370,397) (374,015)
Tangible assets and investment properties (86,497,297) (69,647,156)
(87,867,694) (70,021,171)
Net cash used in investment activities (2) (65,054,072) 160,231,090
FINANCING ACTIVITIES
Cash receipts arising from:
Investments 537,500 173,261
Loans obtained 1,316,592,869 1,311,645,404
1,317,130,369 1,311,818,665
Cash Payments arising from:
Loans obtained (1,188,877,501) (1,308,777,235)
Interests and similar charges (2,746,252) (3,029,529)
Others (3,812) (424,372)
(1,191,627,565) (1,312,231,136)
Net cash used in financing activities (3) 125,502,804 (412,470)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (49,699,982) 2,448,681
Effect of foreign exchange rate (34,874) 183,937
Cash and cash equivalents at the beginning of the period 13 101,996,613 76,441,012
Cash and cash equivalents at the end of the period 13 52,331,505 78,705,756

The accompanying notes are part of these condensed consolidated financial statements.

SONAE INVESTIMENTOS, SGPS, SA

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2017

(Amounts expressed in euro)

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

1 INTRODUCTION

Sonae Investimentos, SGPS, SA, has its head-office at Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Portugal, and is the parent company of a group of companies, as detailed in Notes 8 and 31 the Sonae Investimentos Group ("Sonae Investimentos"). Sonae Investimentos's operations and operating segments are described in Note 4.

2 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the preparation of the consolidated financial statements for the period ended as at 31 December 2016.

Basis of preparation

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and applicable to economic period beginning on 1 January 2017, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Standards Interpretations Committee ("IFRS - IC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at 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, subsidiaries and joint ventures adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.

New accounting standards and their impact on the consolidated financial statements:

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

Effective Date (for
With mandatory application after 2017: 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 01 jan 2018
for calculating impairment and for the application of hedge accounting rules)

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

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 2017, 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:

Effective Date (for
With mandatory application after 2017: financial years
beginning on or after)
IFRS 14 –
(Regulatory Deferral Accounts)
01 Jan 2016
IFRS 16
–Leases -
(recognition and measurement
principles)
01
Jan 2019
IFRS 10 and IAS 28 (amendment) -
(eliminate the conflict between the standards,
related to the sale or contribution of assets between the investor and the associated
or between the investor and the joint venture)
To be defined
IAS 12 (amendment) -
Income taxes (clarify the conditions for recognition and
measurement of tax assets resulting from unrealized losses)
01 Jan 2017
IAS 7 (amendment) -
Statement of cash flows (introducing additional disclosures
related to cash flows from financing activities)
01 Jan 2017
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 2 (amendment) -
Share-based payments (various clarifications are included in
the standard relating to the recording of cash-settled share-based payment
transactions, (ii) recording changes to share-based payment transactions (Of net
settled to equity settlement), (iii) the classification of transactions with net
settlement characteristics)
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 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 2018
Annual Improvements to IFRS (cycle 2014-2016) 01 Jan 2017 and 01
Jan 2018
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 2018

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 2017, due to the fact that their application is not mandatory, lying in the process of analyzing expected effects of those standards that, with exception of IFRS 16 are not expected to reflect significant impacts.

3 RESTATEMENT OF FINANCIAL STATEMENT

The Losan Group is a multinational group and the parent company based in Spain, specializes in the wholesale business of children's wear. This acquisition aimed to improve skills in the supply chain and strengthen international capacity expansion of Sonae through wholesale channels. These companies were incorporated in the consolidated financial statements as at 31 December 2015 period from which Sonae began to exercise control over its activities.

Given the proximity of the acquisition at the end of the year 2015, only in the course of 2016 was it possible to complete the fair value calculation exercise and Goodwill calculation. The impact of the restatement in the statement of financial position as at 31 March 2016 can be analysed as follows:

31 March 2016
Before the Adjustments After the
Amounts in thousands of euros restatement to fair value restatement
Assets
Tangible and Intangible assets 1,722,254 24,691 1,746,945
Goodwill 517,491 (18,960) 498,531
Investments 59,743 - 59,743
Deferred tax assets 57,251 225 57,476
Other non-current assets 11,242 - 11,242
Non-current assets 2,367,981 5,956 2,373,937
Inventories 616,534 - 616,534
Trade account receivables 64,744 (400) 64,344
Other debtors 275,008 1,417 276,425
Investments 648 - 648
Cash and cash equivalents 86,724 - 86,724
Current assets 1,043,659 1,017 1,044,676
Total assets 3,411,640 6,973 3,418,612
Liabilities - - -
Loans 574,934 - 574,934
Other non-current liabilities 437,731 - 437,731
Deferred tax liabilities 63,204 6,073 69,277
Provisions 11,099 900 11,999
Non-current liabilities 1,086,968 6,973 1,093,941
Loans 162,924 - 162,924
Other current liabilities 1,454,903 - 1,454,903
Total current liabilities 1,617,827 - 1,617,827
Total liabilities 2,704,795 6,973 2,711,768
Shareholders' funds excluding non-controlling interests 653,724 - 653,724
Non-controlling interests 53,120 - 53,120
Total shareholders' funds 706,844 - 706,844
Total shareholders' funds and liabilities 3,411,640 6,973 3,418,613

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 (+13.1 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%), where Companies are included and considering an average retention rate of customers (84% based on historical data). These portfolios will be amortized on a straight-line basis based on the estimated average retention period of customers (10 years);
  • (ii) Losan brand (+11.6 million euros), valued based on the released royalty methodology and for which no defined life was identified; and
  • (iii) Contingent liabilities relating to present liabilities amounting to 0.9 million euro;

4 SEGMENT INFORMATION

Sonae Investimentos is a group of retail and has five segments:

  • Sonae MC is the food retail unit, operating 41 Continente hypermarkets, 129 Continente Modelo supermarkets, 77 convenience stores Bom Dia, 256 stores operated under franchise Meu Super and 200 parapharmacy Well´s;

  • Worten that is included in the top 3 of Iberian electronic players, counting on a portfolio of 233 physical stores in Iberia;

  • Sports&Fashion directly operating 377 own stores sports and clothing products, combined with a franchise network;

  • Sonae RP is the retail real estate unit which actively manages properties of Sonae, composed mainly of stores operating under the brand Continente and under other brands of Sonae;

  • Maxmat is a company that operates in the retail DIY products, building and garden.

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 Note 31.

4.1 Financial information by business segment

The main operating segment information as at 31 March 2017, 2016 and 31 December 2016 can be detailed as follows:

31 March 2017 Turnover Depreciation and
amortisation
Provisions and
impairment losses
EBIT
Sonae MC 854,715,239 23,720,639 92,641 5,773,815
Worten 217,706,859 6,529,882 185,913 (5,258,512)
Sports & Fashion 144,396,413 8,368,229 350,248 (8,907,818)
Sonae RP 22,921,431 6,097,838 - 13,957,097
Maxmat 16,994,235 458,239 - 188,072
Others, eliminations and adjustments (9,640,462) 343,288 - (2,125,537)
Total consolidated 1,247,093,715 45,518,114 628,802 3,627,117

SONAE INVESTIMENTOS, SGPS, SA

31 March 2016 Turnover Depreciation and
amortisation
Provisions and
impairment losses
EBIT
Sonae MC 829,682,081 21,867,449 217,234 8,258,392
Worten 216,493,836 6,064,784 95,372 (6,191,099)
Sports & Fashion 114,727,340 5,565,991 449,133 (10,805,131)
Sonae RP 24,395,643 5,889,902 6,600,000 72,592,989
Maxmat 15,367,778 503,278 - (161,089)
Others, eliminations and adjustments (21,686,290) 318,401 - (4,571,629)
Total consolidated 1,178,980,389 40,209,805 7,361,739 59,122,433
Investment (CAPEX) Invested capital
31 March 2017 31 March 2016 31 March 2017 31 December 2016
Sonae MC 28,292,422 34,917,109 687,886,548 562,784,619
Worten 6,031,500 5,672,532 (25,907,272) (53,491,326)
Sports & Fashion 7,699,229 7,144,755 380,027,369 372,504,176
Sonae RP 8,450,769 8,938,718 913,901,992 930,735,887
Maxmat 349,741 105,823 34,790,278 33,050,597
Others, eliminations and adjustments (151,675) (280,998) 8,662,063 22,457,694
Total consolidated 50,671,986 56,497,938 1,999,360,978 1,868,041,646

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

Turnover 31 March 2017
Inter-group
31 March 2016
Inter-group
Sonae MC (567,175) (440,435)
Worten (1,703,558) (1,066,811)
Sports & Fashion (10,124,503) (8,218,044)
Sonae RP (21,108,226) (21,757,003)
Total consolidated (33,503,462) (31,482,293)

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

Turnover EBIT
31 March 2017 31 March 2016 31 March 2017 31 March 2016
Inter-segment income (33,503,462) (31,482,293) - -
Equity method (Note 8.3) - - (1,595,973) (750,579)
Contribution from companies not
included in the segments
- - 404,792 (1,385,214)
Others 23,863,000 9,796,003 (934,356) (2,435,836)
Others, eliminations and adjustments (9,640,462) (21,686,290) (2,125,537) (4,571,629)
Investment Invested capital
31 March 2017 31 March 2016 31 March 2017 31 December 2016
Investments and loans granted - - 53,054,036 51,712,737
Contribution from companies not
included in the segments
- - 1,989,311 8,308,455
Others (151,675) (280,998) (46,381,284) (37,563,498)
Others, eliminations and adjustments (151,675) (280,998) 8,662,063 22,457,694

All performance measures are reconciled to the financial statements in note 28.

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.

Other eliminations and adjustments = Intra-groups + consolidation adjustments + contributions from other companies not included in the disclosed segments by do not fit in any reportable segment, ie are included in addition to Sonae Investimentos SGPS companies identified as "Other" in Note 31;

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

5 TANGIBLE ASSETS

During the three month period ended at 31 March 2017 and 2016, the movements in tangible assets as well as accumulated depreciation and impairment losses are made up as follows:

Tangible assets
Land and
buildings
Plant and
machinery
Other
tangible
assets
Tangible
assets
in progress
Total
tangible
assets
Gross assets:
Opening balance as at 1 January 2017 1,368,650,242 1,424,680,843 201,951,455 30,457,184 3,025,739,724
Acquisitions 673,905 757,718 446,394 39,035,549 40,913,566
Disposals (288,131) (14,324,342) (1,412,740) (999,052) (17,024,265)
Exchange rate effect 1,153 1,851 (11,357) - (8,353)
Transfers 1,344,737 32,818,389 4,135,075 (39,837,484) (1,539,283)
Closing balance as at 31 March 2017 1,370,381,906 1,443,934,459 205,108,827 28,656,197 3,048,081,389
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2017 397,006,243 869,466,288 152,371,902 110,824 1,418,955,257
Depreciation of the period 5,558,165 27,352,087 4,267,423 - 37,177,675
Disposals (282,664) (13,425,911) (1,331,877) - (15,040,452)
Exchange rate effect 543 - (10,150) - (9,607)
Transfers 43,779 (38,772) (212,990) - (207,983)
Closing balance as at 31 March 2017 402,326,066 883,353,692 155,084,308 110,824 1,440,874,890
Carrying amount as at 31 March 2017 968,055,840 560,580,767 50,024,519 28,545,373 1,607,206,499
Tangible assets
Other Tangible Total
Land and Plant and tangible assets tangible
buildings machinery assets in progress assets
Gross assets:
Opening balance as at 1 January 2016 1,339,900,206 1,319,040,930 180,728,612 24,060,810 2,863,730,558
Acquisitions 808,774 51,349 469,816 48,142,698 49,472,637
Disposals (31,977,821) (11,463,647) (1,132,874) (1,902,778) (46,477,120)
Exchange rate effect 34,627 (23) 18,448 - 53,052
Transfers 6,991,198 28,212,193 3,134,884 (37,654,683) 683,592
Closing balance as at 31 March 2016 1,315,756,984 1,335,840,802 183,218,886 32,646,047 2,867,462,719
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2016 367,696,952 816,708,115 140,185,808 - 1,324,590,875
Depreciation of the period 4,876,509 25,622,875 3,881,204 - 34,380,588
Impairment losses for the period (Note 22) 6,600,000 - - - 6,600,000
Disposals (4,956,061) (9,466,713) (1,069,740) - (15,492,514)
Exchange rate effect 33,656 - 16,487 - 50,143
Transfers 346,629 (284,064) (164,628) - (102,063)
Closing balance as at 31 March 2016 374,597,685 832,580,213 142,849,131 - 1,350,027,029
Carrying amount as at 31 March 2016 941,159,299 503,260,589 40,369,755 32,646,047 1,517,435,690

The investment includes the acquisition of assets of approximately 40.9 million euro (49.5 million euro as at 31 March 2016), associated with the opening and remodeling of stores.

During the period ended as at 31 March 2016, several sale and leaseback transactions were accounted for by the Group. The accounting values of the disposed assets, approximately, 170.1 million euro, correspond to 16 real estate food retail assets located in Portugal and 3 Worten stores in Spain. These operations resulted in a cash inflow of 230 million euro and generated a net capital gain of approximately, 62.7 million euro (Note 24).

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

31 March 2017 31 March 2016
Refurbishment and expansion of stores located in Portugal 24,878,161 27,278,839
Refurbishment and expansion of stores located in Spain 1,131,165 437,825
Projects of stores for which advance payments were made 1,196,000 2,743,500
Others 1,340,047 2,185,883
28,545,373 32,646,047

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

Land and
Buildings
Plant and
Machinery
Other tangible
assets
Tangible assets in
progress
Total tangible
assets
Impairment losses
Opening balance as at 1 January 2017 90,802,912 28,067,641 555,437 110,824 119,536,814
Disposals - (2,581,045) (31,708) - (2,612,753)
Transfers - (8,575) (34,948) - (43,523)
Closing balance as at 31 March 2017 (Note 22) 90,802,912 25,478,021 488,781 110,824 116,880,538

6 INTANGIBLE ASSETS

During the three month period ended at 31 March 2017 and 2016, the movements in intangible assets as well as accumulated depreciation and impairment losses are made up as follows:

Intangible assets
Patents Other Intangible Total
and other intangible assets intangible
similar rights assets in progress assets
Gross assets
Opening balance as at 1 January 2017 166,652,955 378,595,941 27,309,726 572,558,622
Acquisitions 1,000 191,451 8,306,748 8,499,199
Disposals (92,263) (4,950) (342,120) (439,333)
Exchange rate effect (16,235) 5,388 - (10,847)
Transfers 78,332 3,437,909 (3,777,118) (260,877)
Closing balance as at 31 March 2017 166,623,789 382,225,739 31,497,236 580,346,764
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2017 28,141,659 211,464,528 - 239,606,187
Depreciation of the period 508,279 7,832,160 - 8,340,439
Disposals (54,663) (59) - (54,722)
Exchange rate effect (12,713) 2,874 - (9,839)
Transfers - (219) - (219)
Closing balance as at 31 March 2017 28,582,562 219,299,284 - 247,881,846
Carrying amount as at 31 March 2017 138,041,227 162,926,455 31,497,236 332,464,918
Intangible assets
Patents Other Intangible Total
and other intangible assets intangible
similar rights assets in progress assets
Gross assets
Opening balance as at 1 January 2016 104,002,453 284,976,051 26,896,520 415,875,024
Fair value of acquired assets (Note 3) 11,559,000 13,132,000 - 24,691,000
Opening balance as at 1 January 2016 Restated 115,561,453 298,108,051 26,896,520 440,566,024
Acquisitions 48,000 80,536 6,845,316 6,973,852
Disposals (90,464) (11,254) (185,983) (287,701)
Exchange rate effect (4,394) 28,192 - 23,798
Transfers 83,178 5,239,610 (5,865,301) (542,513)
Closing balance as at 31 March 2016 Restated 115,597,773 303,445,135 27,690,552 446,733,460
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2016 27,000,338 184,475,276 - 211,475,614
Depreciation of the period 214,363 5,614,854 - 5,829,217
Disposals (90,464) (2,103) - (92,567)
Exchange rate effect (3,202) 14,494 - 11,292
Transfers - 448 - 448
Closing balance as at 31 March 2016 27,121,035 190,102,969 - 217,224,004
Carrying amount as at 31 March 2016 Restated 88,476,738 113,342,166 27,690,552 229,509,456

7 GOODWILL

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

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

On 31 March 2017 and 31 December 2016, the caption "Goodwill" was made up as follows by insignia and country:

31 March 2017
Portugal Spain Other countries
Sonae MC 435,108,109 - - 435,108,109
Worten 53,422,018 - - 53,422,018
Sports & Fashion 50,721,927 - - 50,721,927
Sonae RP 3,089,453 - - 3,089,453
542,341,507 - - 542,341,507
31 December 2016
Portugal Spain Other countries
Sonae MC 435,108,109 - - 435,108,109
Worten 53,422,018 - - 53,422,018
Sports & Fashion 50,626,432 95,495 - 50,721,927
Sonae RP 3,089,453 - - 3,089,453
542,246,012 95,495 - 542,341,507

On 31 March 2017 and 2016, the movements in the caption goodwill as well as in the corresponding impairment losses, are as follows:

31 March 2017 31 March 2016
Gross value:
Opening balance 549,983,175 526,058,679
Re-allocation of Goodwill to fair value of assets - (18,960,204)
acquired (Note 3)
Opening balance restated 549,983,175 507,098,475
Other variations - (925,851)
Closing balance 549,983,175 506,172,624
Accumulated impairment
losses:
Opening balance 7,641,668 7,641,668
Increases - -
Closing balance 7,641,668 7,641,668
Carrying amount 542,341,507 498,530,956

8 INVESTMENTS IN JOINT VENTURES AND ASSOCIATE COMPANIES

8.1 Detail of the book value of investments in joint ventures and associated companies

The Joint Venture and Associates, their head offices, percentage of share capital held and the value of the statement of financial position as at 31 March 2017 and 31 December 2016 are as follows:

Percentage of capital held
31 March 2017 31 December 2016 Statment of financial position
Company Head Office Direct* Total* Direct* Total* 31 March 2017 31 December 2016
1) Sohi Meat Solutions - Distribuição de
Carnes
Santarém 50.00% 50.00% 100.00% 100.00% 2,782,243 -
Investments in joint ventures 2,782,243 -
APOR- Agência para a Modernização do
Porto, SA
Porto 22.75% 22.75% 22.75% 22.75% 267,518 323,194
MDS SGPS, SA (consolidated) Maia 47.53% 47.53% 47.53% 47.53% 40,744,998 41,382,361
MOVVO, SA Porto 25.58% 25.58% 25.58% 25.58% 2,657,529 2,793,649
S2 Mozambique, SA Maputo 30.00% 30.00% 30.00% 30.00% 1,399,100 1,406,711
Sempre a Postos - Produtos Alimentares e
Utilidades, Lda
Lisbon 25.00% 25.00% 25.00% 25.00% 1,306,458 1,338,322
Ulabox, S.L. Barcelona 39.18% 39.18% 39.18% 39.18% 3,245,071 3,817,381
Investments in associated companies 49,620,674 51,061,618
Total 52,402,917 51,061,618

* 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(ies) which hold(s) a participation, hold(s) this participation directly in the share capital of that company;

1) Sohi Meat Solutions, results from the agreement signed on 3 January 2017, the date on which a Joint Venture was formed between Sonae MC and Hilton Food Group. Since then, Sohimeat has been consolidated using the equity method due the loss of control (Note 14).

Joint ventures and associated companies were included in the consolidated financial statements by the equity method.

8.2 Summary financial information of financial investments

8.2.1 Joint ventures

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

Sohi Meat
Joint Ventures 31 March 2017
Assets
Tangible and Intangible assets 15,980,018
Deferred tax assets 131,502
Non-current assets 16,111,520
Trade account receivables 32,588,580
Cash and cash equivalents 5,057,472
Other current assets 11,784,799
Current assets 49,430,851
Total assets 65,542,371
Liabilities
Other non-current liabilities 277,829
Non-current liabilities 277,829
Trade creditors 50,766,730
Other current liabilities 9,013,763
Total current liabilities 60,058,322
Shareholders' funds excluding non-controlling
interests
5,206,220
Total equity and liabilities 65,542,371
Sohi Meat
Joint Ventures 31 March 2017
Total revenue 60,555,808
Other income 7,607,068
68,162,876
External supplies and services (1,936,361)
Staff costs (1,711,345)
Operational expenses (64,304,263)
(67,951,969)
Financial results 37
Income taxation (48,174)
Consolidated net income/(loss) for the year 162,770
Other comprehensive income for the period -
Total comprehensive income for the period 162,770

8.2.2 Associated companies

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

31 March 2017
Associated Companies MDS SGPS, SA
(Consolidated)
Sempre a
Postos
Ulabox S2
Mozambique
Others
Non-current assets 61,647,605 1,100,968 1,249,773 3,669,341 985,923
Current assets 14,093,756 10,230,366 1,206,126 2,615,865 3,371,241
Non-current liabilities 23,942,409 - - 94,196 2,240,946
Total current liabilities 21,588,040 5,734,938 1,609,023 1,474,007 1,007,149
Shareholders' funds excluding non
controlling interests
30,210,912 5,596,396 846,876 4,717,004 1,109,069
31 December 2016
Associated Companies MDS SGPS, SA
(Consolidated)
Sempre a
Postos
Ulabox S2
Mozambique
Others
Non-current assets 61,968,120 1,205,266 1,176,547 3,517,781 986,708
Current assets 18,759,708 10,371,548 1,662,970 1,838,977 3,316,322
Non-current liabilities 24,013,978 - - - 2,240,946
Total current liabilities 25,520,031 6,223,527 531,941 667,722 977,842
Shareholders' funds excluding non
controlling interests
31,193,819 5,353,287 2,307,575 4,689,036 1,084,243
31 March 2017
Associated Companies MDS SGPS, SA
(Consolidated)
Sempre a
Postos
Ulabox S2
Mozambique
Others
Turnover 11,331,579 12,279,909 2,361,562 1,783,914 216,896
Other operational income 99,294 723,466 99,522 46,363 21,697
Operational expenses (12,468,715) (12,690,830) (3,364,452) (2,740,915) (1,115,791)
Net finantial expense (264,549) 1,813 - 204,866 (4,994)
Share of results of joint ventures and
associetad companies
3,689 - - - -
Taxation 27,092 (71,250) - (46,530) -
Consolidated net income/(loss) for the period (1,271,610) 243,108 (903,368) (752,302) (882,191)
Other comprehensive income for the period - - - - -
Total comprehensive income for the period (1,271,610) 243,108 (903,368) (752,302) (882,191)
31 March 2016
Associated Companies MDS SGPS, SA
(Consolidated)
Sempre a
Postos
Ulabox Outros
Turnover 9,833,357 11,657,044 1,639,863 10,815
Other operational income 143,826 882,216 - -
Operational expenses (10,139,671) (12,307,530) (2,468,849) (89,401)
Net finantial expense (358,532) 2,991 - -
Taxation 3,318 (53,371) - -
Consolidated net income/(loss) for the period (517,702) 181,350 (828,986) (78,586)
Other comprehensive income for the period - -
-
-
-
-
-
Total comprehensive income for the period (517,702) 181,350 (828,986) (78,586)

8.3 Movements occurred in the period

During the period ended at 31 March 2017 and 2016, movements in investments in joint ventures and associates are as follows:

31 March 2017 31 March 2016
Proportion
on equity
Goodwill Total
investment
Proportion
on equity
Goodwill Total
investment
Joint ventures
Initial balance as at January,1 - - - - - -
Change of consolidation method 2,703,451 - 2,703,451 - - -
Equity method:
Effect in gain or losses in joint ventures 78,792 - 78,792 - - -
2,782,243 - 2,782,243 - - -
Associated companies
Initial balance as at January,1 22,403,095 28,658,523 51,061,618 21,073,725 26,508,602 47,582,327
Acquisitions during the period 102,049 - 102,049 - - -
Equity method:
Effect in gain or losses in associated
companies
(1,674,765) - (1,674,765) (750,579) - (750,579)
Other effects on reserves 131,772 - 131,772 414,888 - 414,888
Total 23,744,394 28,658,523 52,402,917 20,738,034 26,508,602 47,246,636

The value of the "Change in consolidation method for the loss of control" in the amount of 2,703,451 euro refers to Sohi Meat Solutions- Distribuição de Carnes, SA. 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 (Note 14).

9 OTHER INVESTMENTS

Other non-current investments, their head offices, percentage of share capital held and book value as at 31 March 2017 and 31 December 2016, are as follows:

Percentage of capital held
31 March 2017 31 December 2016 Statment of financial position
Company Head Office Direct Total Direct Total 31 March 2017 31 December 2016
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
Other investments 9,965,757 9,975,474
10,900,930 10,910,647

As at 31 March 2017 the caption "Other investments" includes, among others, 9,956,041 euro (9,966,231 euro in 31 December 2016) 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 (Note 22 and 23).

As at 31 March 2017 and 31 December 2016, the movements in "Other investments" made up as follows:

31 March 2017 31 March 2016
Non Current Current Non Current Current
Other investments:
Opening balance as at 1 January 10,910,647 - 12,164,765 -
Increases in the period 473 - 336,083 -
Decreases in the period (10,190) - - -
Increase/(Decrease) in fair value - - (4,140) -
Closing balance as at 31 March 10,900,930 - 12,496,708 -
Derivative financial instruments
Fair value as at 1 January - 4,207,972 - 2,506,086
Increase/(Decrease) in fair value - (3,519,854) - (1,858,152)
Fair value as at 31 March (Note 18) - 688,118 - 647,934
Total of Other Investments 10,900,930 688,118 12,496,708 647,934

10 OTHER NON-CURRENT ASSETS

As at 31 March 2017 and 31 December 2016, "Other non-current assets" are detailed as follows:

31 March 2017 31 December 2016
Loans granted to related parties 651,119 651,119
Trade accounts receivable and other debtors
Bails (a) 4,938,783 5,043,273
Legal deposits (b) 789,723 762,246
Special regime for payment of tax and social security debts (c) 6,213,629 6,213,629
Amount receivable for selling the Modelo Cont.Seguros 2,450,000 2,450,000
Amount retained in the acquisition of the Salsa group 2,463,875 2,463,875
Others 37,863 45,864
16,893,873 16,978,887
Accumulated impairment losses in other debtors (Note 22) (2,498,383) (2,450,000)
14,395,490 14,528,887
Other non-current assets 830,129 135,828
15,876,738 15,315,834

"Loans granted to related parties" refers to MDS SGPS, SA, these loans bear interest at market rates and have no defined maturity, since they are of a supply nature. It is estimated that its fair value does not differ significantly from its value in the statement of financial position.

Most significant values included in "Trade accounts receivable and other debtors" refers to:

  • a) Amounts related with guarantees of lease contracts in group stores located in Spain, which have not matured until this date;
  • b) Amounts related to legal deposits made by a Brazilian subsidiary, for which are recorded the correspondent liabilities in the caption "Other non-current liabilities" (Note 19), with no defined maturity;
  • c) 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 cancelled. No impairment loss was recorded since 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.

11 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 31 March 2017 and 31 December 2016, "Trade accounts receivable and other current assets" are detailed as follows:

31 March 2017 31 December 2016
Trade accounts receivable 91,359,241 82,195,661
Taxes recoverable 48,213,506 44,761,264
Granted loans to related companies 47,596,481 35,310,075
Other debtors
Trade suppliers - debtor balances 42,574,471 41,190,501
Disposal of investments 40,000 21,585,746
VAT recoverable on real estate assets 4,427,002 3,723,869
Accounts receivable from the disposal of tangible fixed assets 2,327,293 2,303,985
Vouchers and gift cards 1,264,453 1,924,216
Other debtors 15,995,337 17,172,271
66,628,556 87,900,588
Other current assets
Commercial discounts 64,431,089 35,631,051
Insurance premiums paid in advance 7,461,953 5,690,303
Prepayments - Rents 7,478,544 7,220,792
Software licenses 1,374,707 1,998,476
Commissions to be received 1,229,205 1,678,933
Insurance indemnities 1,571,823 1,509,212
Condominiums management fee's 191,882 738,978
Interests to be received 589,985 558,540
Other current assets 13,807,140 9,204,854
98,136,328 64,231,139
Accumulated impairment losses (Note 22) (14,616,932) (14,980,488)
337,317,180 299,418,239

The caption "Granted loans to related companies" includes the amount of 47.6 million euro (35.3 million euro as at 31 December 2016) relating to the amount receivable from Sonae SGPS, SA resulting from the Inclusion of group companies in the special scheme for the taxation of groups of companies.

As at 31 December 2016, the caption "Disposal of financial investments" includes the amount of 21,009,032 euro related to the disposal of the subsidiary Imoconti which was received in 2017.

12 DEFERRED TAX

Deferred tax assets and liabilities as at 31 March 2017 and 31 December 2016 are as follows, taking into consideration its temporary differences:

Deferred tax assets Deferred tax liabilities
31 March 2017 31 December 2016 31 March 2017 31 December 2016
Difference between fair value and acquisition cost 4,524,608 4,524,608 35,921,827 35,887,692
Temporary differences on tangible and intangible assets 1,648,587 1,646,837 66,154,306 64,538,394
Provisions and impairment losses not accepted for tax purposes 20,415,944 21,189,836 - -
Write off of tangible and intangible assets 25,524 25,524 44,232 44,232
Valuation of hedging derivatives 102,616 86,933 21,948 626,051
Revaluation of tangible assets - - 1,011,817 1,040,637
Tax losses carried forward 18,615,448 18,565,479 - -
Reinvested capital gains/(losses) - - 322,855 329,611
Tax benefits 531,085 531,867 - -
Others 3,346,107 3,290,438 295,228 468,538
49,209,919 49,861,522 103,772,213 102,935,155

In accordance with the tax statements and tax estimates presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 31 March 2017 and 31 December 2016, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

31 March 2017 31 December 2016
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses carried
forward
Deferred tax
assets
Time limit
With limited time use
Generated in 2014 1,194,236 250,790 2026 1,194,236 250,790 2026
Generated in 2015 90,184 18,939 2027 90,184 18,939 2027
Generated in 2016 242,975 51,025 2028 242,980 51,025 2028
Generated in 2017 216,122 45,387 2029 - -
1,743,517 366,141 1,527,400 320,754
Without limited time use 72,854,031 18,249,307 72,840,938 18,244,725
74,597,548 18,615,448 74,368,338 18,565,479

As at 31 March 2017 and 31 December 2016, 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 Investimentos companies, which are periodically reviewed and updated.

As at 31 March 2017 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 14.1 million euro (14.1 million euro as at 31 December 2016). 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 2017 and 31 December 2016, 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 2017, there was tax losses carried forward, amounting to 303.8 million euro (295.1 million euro as at 31 December 2016) for which no deferred tax assets were recognized due to uncertainties of their future use.

31 March 2017 31 December 2016
Tax losses carried
forward
Deferred tax
credit
Time limit Tax losses carried
forward
Deferred tax
credit
Time limit
With limited time use
Generated in 2012 1,987,314 417,336 2017 2,099,873 440,973 2017
Generated in 2013 809,338 169,961 2018 809,338 169,961 2018
Generated in 2016 412 87 2028 412 87 2028
Generated in 2017 - - 2029
2,797,064 587,384 2,909,623 611,021
Without limited time use 300,954,458 76,782,346 292,183,274 74,572,733
With a time limit different
from the above mentioned
39,536 8,201 34,819 6,864
303,791,058 77,377,931 295,127,716 75,190,618

13 CASH AND CASH EQUIVALENTS

As at 31 March 2017 and 31 December 2016 "Cash and cash equivalents" can be detailed as follows:

31 March 2017 31 December 2016
Cash at hand 8,825,795 9,038,215
Bank deposits 64,486,453 110,676,690
Treasury applications 10,937 11,286
Cash and cash equivalents on the statement of financial
position
73,323,185 119,726,191
Bank overdrafts (Note 17) (20,991,680) (17,729,578)
Cash and cash equivalents on the statement of cash flows 52,331,505 101,996,613

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

14 NON- CURRENT ASSETS HELD FOR SALE

In 2016 an agreement was reached between the Group and an entity specialized in the processing and packaging of meat with the objective of realizing a joint venture to operate the Meat Processing Center. This partnership was deal in January 2017, which is why as at 31 December 2016, we transferred the related assets and liabilities to the asset and liability items held for sale. The detail of these figures is as follows:

Amounts in euro 31 december
2016
Tangible and Intangible assets 17,057,018
Deferred tax assets 166,792
Inventories 1,850,977
Other current assets 445,762
Caixa e equivalentes de caixa 2,000
Assets available for sale 19,522,549
Other non-current liabilities 284,632
Trade creditors 2,802,583
Other current liabilities 8,639,528
Liabilities available for sale 11,726,743

15 SHARE CAPITAL

As at 31 March 2017, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares which do not hold right to any fixed income, with a nominal value of 1 Euro each.

As at 31 March 2017 and 31 December 2016, the subscribed share capital was held as follows:

Company 31 March
2017
31 December
2016
Sonae, SGPS, S.A. 25.029% 25.029%
Sonaecenter Serviços, SA 51.827% 51.827%
Sonae Investments, BV 13.142% 13.142%
Sonae MC-Modelo Continente, SGPS, SA 10.000% 10.000%
Libra Serviços, Lda 0.002% 0.002%

As at 31 March 2017, Efanor Investimentos, SGPS, S.A. and its subsidiaries held 52.48% of the share capital of Sonae, SGPS, S.A., which holds directly and indirectly 100% of the other entities who hold the company's share capital.

As at 31 March 2017 and 31 December 2016, Sonae Investimentos holds 10% of treasury shares. Following the mentioned acquisition free reserves amounting to the cost of the above mentioned shares were made unavailable, in accordance with commercial legislation (Art. 324 of "CSC"). The distribution of this reserve depends on the termination or disposal of the treasury shares.

16 NON-CONTROLLING INTERESTS

As at 31 March 2017 and 31 December 2016, non-controlling interests are detailed as follows:

31 March 2017
Equity Net Profit/ (Loss) Statment of
financial
position
Proportion in
income
Dividends/
Income received
Investments Funds 274,664,214 3,986,230 30,419,892 370,235 -
IVN - Serviços Partilhados, SA 61,048,619 676,094 30,524,310 338,047 -
Others 51,572,342 (194,707) 23,718,762 77,202 (111,750)
Total 387,285,175 4,467,617 84,662,964 785,484 (111,750)

SONAE INVESTIMENTOS, SGPS, SA

31 December 2016
Equity Net Profit/ (Loss) Statment of
financial
position
Proportion in
income
Dividends/
Income received
Investments Funds 270,677,984 32,315,645 31,029,671 1,863,867 (1,235,677)
IVN - Serviços Partilhados, SA 60,453,882 5,930,459 30,226,941 2,965,230 -
Others 52,019,026 4,361,367 23,764,176 1,756,499 (114,810)
Total 383,150,892 42,607,471 85,020,788 6,585,596 (1,350,487)

Movements in non-controlling interests during the periods ended as at 31 March 2017 and 2016 are as follows:

31 March 2017
Investments
Funds
IVN - Serviços
Partilhados, SA
Others
Balance as at 1 January 31,029,671 30,226,941 23,764,176 85,020,788
Dividends distributed - - (111,750) (111,750)
Changes in shareholding interests (980,014) - - (980,014)
Exchange rate effect - - 1,490 1,490
Changes in hedge reserves - (40,678) (12,356) (53,034)
Profit for the period attributable to non-controlling interests 370,235 338,047 77,202 785,484
Closing balance 30,419,892 30,524,310 23,718,762 84,662,964
Investments
Funds
Others Total
Balance as at 1 January 30,390,421 21,902,464 52,292,885
Dividends distributed - (114,810) (114,810)
Changes in shareholding interests 134,197 - 134,197
Exchange rate effect - 10,091 10,091
Changes in hedge reserves - (41,598) (41,598)
Profit for the period attributable to non-controlling interests 752,069 87,282 839,351
Closing Balance 31,276,687 21,843,429 53,120,116

17 LOANS

As at 31 March 2017 and 31 December 2016, "Loans" are made up as follows:
--------------------------------------------------------------------------- -- --
31 March 2017
Outstanding amount
31 December 2016
Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae Investimentos, SGPS, S.A. - commercial paper 100,000,000 300,000,000 148,000,000 121,000,000
Subsidiary of Sonae Investimentos 2014/2020 - 50,000,000 - 50,000,000
Subsidiary of Sonae Investimentos 2015/2020 - 55,000,000 - 55,000,000
Subsidiary of Sonae Investimentos 2015/2019 5,000,000 35,000,000 5,000,000 35,000,000
Others 5,135,270 18,787,758 6,678,849 20,540,714
110,135,270 458,787,758 159,678,849 281,540,714
Bank overdrafts (Note 13) 20,991,680 - 17,729,578 -
Up-front fees beared with the issuance of loans - (235,206) - (265,801)
Bank loans 131,126,950 458,552,552 177,408,427 281,274,913
Bonds
Bonds Sonae Investimentos /June 2013/ 2018 - - - 50,000,000
Bonds Sonae Investimentos SGPS/ December 2015/2020 - 50,000,000 - 50,000,000
Bonds Sonae Investimentos SGPS/ May 2015/2020 - 75,000,000 - 75,000,000
Bonds Sonae Investimentos SGPS/ December 2015/2020 - 30,000,000 - 30,000,000
Bonds Sonae Investimentos SGPS/ June 2016/2021 - 95,000,000 - 95,000,000
Bonds Sonae Investimentos SGPS/ September 2016/2021 3,000,000 12,000,000 3,000,000 12,000,000
Bonds IVN 2016/2023 5,000,000 30,000,000 5,000,000 30,000,000
Up-front fees beared with the issuance of loans (1,483) (1,813,630) (1,483) (1,993,142)
Bonds 7,998,517 340,186,370 7,998,517 340,006,858
Other loans 12,030 1,335,080 12,030 1,335,080
Derivative instruments (Note 18) 663,832 - 358,117 -
Other loans 675,862 1,335,080 370,147 1,335,080
Obligations under finance leases 524,441 872,286 550,624 953,990
140,325,770 800,946,288 186,327,715 623,570,841

The average interest rate at 31 March 2017 of bonds and loans was 1.32% (1.44% on 31 December 2016). These bonds and bank loans bear interests at variable interest rates indexed to Euribor.

The derivative instruments are recorded at fair value (Note 18).

The repayment schedule of the nominal value of borrowings (including bank loans and obligations under finance leases) is summarized as follows:

31 March 2017 31 December 2016
N+1 139,663,421 185,971,081
N+2 128,497,429 78,894,669
N+3 147,299,779 47,687,327
N+4 274,767,273 274,784,071
N+5 235,930,644 207,463,717
After N+5 16,500,000 17,000,000
942,658,545 811,800,865

The maturities above were estimated in accordance with the contractual terms of loans and taking into account the expectation of Sonae Investimentos as to its amortisation date.

Under the credit facilities and commercial paper programs with firm commitments, the Group has 272 million euro credit facilities available to meet its liquidity requirements, as follows:

31 March 2017 31 December 2016
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
Agreed credit facilities
48,568,052
168,260,000
223,500,000
565,000,000
52,769,017
218,260,000
348,000,000
511,000,000

Additionally, as at 31 March 2017, Sonae Investimentos has, as detailed in Note 13 "Cash and cash equivalents", the value of 73,323,185 euro (119,726,191 euro on 31 December 2016).

18 DERIVATIVES

Exchange rate derivatives

In what concerns financial risk management policy, Sonae Investimentos essentially uses exchange rate derivatives to hedge future cash flows that occur in the next 12 months.

Sonae Investimentos entered into 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 663,832 euro as liabilities (358,117 euro as at 31 December 2016) and 688,118 euro as assets (4,207,972 euro as at 31 December 2016).

The computation of the fair value of these financial instruments was made taking into consideration the present value at statement of financial position 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 "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 fair value of derivative instruments when considered speculation is recorded in the income statement under "Other expenses".

Interest rate derivatives

Sonae Investimentos does not have any interest rate hedging derivatives recorded as at 31 March 2017.

Interest rate and exchange rate derivatives

As at 31 March 2017 no contracts existed related to interest rate and exchange rate derivatives at the same time.

Fair value of derivatives

The fair value of derivatives is detailed as follows:

Assets Liabilities
31 March 2017
31 December 2016
31 March 2017 31 December 2016
Hedging derivatives
Exchange rate 688,118 4,207,972 663,832 358,117
688,118 4,207,972 663,832 358,117

19 OTHER NON-CURRENT LIABILITIES

As at 31 March 2017 and 31 December 2016, the caption "Other non-current liabilities" is detailed as follows:

31 March 2017 31 December 2016
Shareholders loans 400,020,093 400,001,807
Other non-current liabilities 1,806,389 1,044,316
Share based payments (Note 20) 1,222,186 1,759,823
Deferred of revenue from the sale of warranties extention 15,296,163 15,051,644
Accruals and deferrals 3,733,313 3,102,521
Other non-current liabilities 422,078,144 420,960,111

The caption "Shareholders loans" includes a subordinate bond loan, with a fixed interest rate, repayable after 10 years issued by Sonae Investimentos at market conditions on 28 December 2010 amounting to 400,000,000 euro corresponding to 8,000 bonds with a nominal value of 50,000 euro each, with a flat rate and repayment at the end of the loan period. The fair value of this loan on 31 March 2017 is 52,824 euro (52,994 euro as at 31 December 2016) per obligation having been determined based on discounted cash flows method and using as reference stock market values and there is no indication of impairment of the loan.

As at 31 March 2017, the caption "Other non-current liabilities" includes 638,021 euro (628,119 euro as at 31 December 2016) mainly refers to the estimated amounts to fulfil the legal and tax obligations of a Brazilian subsidiary which were considered appropriate to face up to future losses on lawsuits and for which legal deposits exist, which are recorded under the caption "Other non-current assets" (Note 10).

20 SHARE BASED PAYMENT PLANS

In 2017 and in previous years, Sonae Investimentos Group granted deferred performance bonuses to its directors and eligible employees. These are based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee. The purchase can be exercised during the period between the third anniversary of the grant date and the end of that year. The company has the choice to settle its responsibilities in cash instead of shares. The option can only be exercised if the employee still works for Sonae Group on the vesting date.

Liabilities arising from deferred performance bonuses as at 31 March 2017 and 31 December 2016 are made up as follows:

Number of shares Fair Value
Grant year Vesting
year
Number of
participants
31 March 2017 31 December 2016 31 March 2017 31 December 2016
Shares
2014 2017 62 2,269,192 2,269,192 2,202,728 1,983,274
2015 2018 74 1,605,213 1,717,914 1,627,891 1,501,457
2016 2019 82 2,111,405 2,604,753 2,444,372 2,276,555
2017 2020 82 3,169,176 - 2,444,372 -
Total 9,154,986 6,591,859 8,719,362 5,761,286

As at 31 March 2017 and 31 December 2016 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 March 2017 31 December 2016
Staff costs 902,734 1,144,484
Recorded in previous years 3,743,097 2,598,612
4,645,831 3,743,096
Other non-current liabilities (Note 19) 1,222,186 1,759,823
Other current liabilities (Note 21) 3,423,645 1,983,273
4,645,831 3,743,096

The share based payment plan costs are recognized during the years between the grant and vesting date as staff costs.

21 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 31 March 2017 and 31 December 2016 the caption "Trade creditors and other current liabilities" can be detailed as follows:

31 March 2017 31 December 2016
Trade creditors 1,013,919,575 1,123,715,076
Taxes payable 54,365,511 70,345,394
Other creditors
Tangible asset suppliers 31,240,399 71,890,515
Related undertakings 90,378,672 44,396,659
Other debts 40,909,040 39,551,618
162,528,111 155,838,792
Other current liabilities
Holiday pay and bonuses 113,022,173 109,219,524
Other external supplies and services 31,590,499 34,617,917
Deferred of revenue from the sale of warranties extention 45,844,601 45,073,283
Marketing expenses 10,413,584 11,619,869
Charges made on the sale of real estate 17,433,613 17,558,769
Accrued income - rents 8,311,588 7,953,466
Share based payments (Note 20) 3,423,645 1,983,273
Interest payable to Others 11,175,644 1,688,638
Real estate municipality tax 2,609,777 2,154,473
Others 10,651,819 9,431,793
254,476,943 241,301,005
1,485,290,140 1,591,200,267

The caption "Related undertakings" includes:

  • 40.1 million euro related to dividends assigned but not yet paid; and
  • 50.2 million euro (44.4 million euro as at 31 December 2016) related to amount payable to Sonae SGPS, SA result of the inclusion companies in Special Regime of Taxing Groups of Companies.

The caption "Other debts" includes:

  • 9,373,190 euro (8,344,127 euro as at 31 December 2016), of attributed discounts not yet redeemed related to loyalty card "Cartão Cliente";
  • 13,110,790 euro (15,042,306 euro as at 31 December 2016) related to means of payments owned by clients as vouchers, gift cards and discount tickets owned by clients; and
  • 4,052,641 euro (3,992,919 euro as at 31 December 2016) related to amounts payable to Sonae Distribuição Brasil, SA buyer as a result of responsibilities assumed with that entity.

22 PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in "Provisions and impairment losses", for the three month period ended as at 31 March 2017 and 2016, were as follows:

Caption Balance as at
1 January 2017
Increase Decrease Balance as at
31 March 2017
Accumulated impairment losses on tangible assets (Note 5) 119,536,814 - (2,656,276) 116,880,538
Accumulated impairment losses on intangible assets 1,497,024 - - 1,497,024
Accumulated impairment losses on other non current assets
(Note 10)
2,450,000 48,383 - 2,498,383
Accumulated impairment losses on trade accounts receivable
and other debtors (Note 11)
14,980,488 628,802 (992,358) 14,616,932
Non current provisions 16,006,272 139,335 (20,000) 16,125,607
Current provisions 3,204,001 4,565 - 3,208,566
157,674,599 821,085 (3,668,634) 154,827,050
Caption Balance as at
1 January 2016
Restated
Increase Decrease Balance as at
31 March 2016
Restated
Accumulated impairment losses on tangible assets (Note5) 134,000,955 6,600,000 (15,194,681) 125,406,274
Accumulated impairment losses on intangible assets 1,497,024 - - 1,497,024
Accumulated impairment losses on other non current assets 2,450,000 - - 2,450,000
Accumulated impairment losses on trade accounts receivable
and other debtors
15,236,228 955,526 (497,711) 15,694,043
Non current provisions 11,585,642 1,249,617 (836,039) 11,999,220
Current provisions 2,819,950 - - 2,819,950
167,589,799 8,805,143 (16,528,431) 159,866,511

The caption "Non-current Provisions" and "Current Provisions" includes:

  • 8,648,772 euro (8,521,318 euro as at 31 December 2016) relating to non-current contingencies assumed by the Company, when selling its subsidiary Sonae Distribuição Brasil, S.A. in 2005. The evolution of the provision between years is associated with the evolution of the real against the euro. This provision is being used in the moment at the liabilities are materialized, being constituted based on the best estimate of the expenses to be incurred with such liabilities and that result from a significant set of processes of a civil and labour nature and of small value; and

  • the estimated liabilities incurred by the Group on the sale of warranty extension programs on products traded by Worten operating segment in the amount of 1,449,195 euro (1,449,195 euro as at 31 December 2016). These extensions are granted for a period of one to three years after the end of the legal mandatory warranty provided by the manufacturers.

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

23 CONTINGENT ASSETS AND LIABILITIES

As at 31 March 2017 and 31 December 2016, the major "Contingent liabilities" were guarantees given, which can be detailed as follows:

Garantees and sureties given 31 March 2017 31 December 2016
on tax claims
on judicial claims
on municipal claims
for proper agrement fulfillment
978,247,958
819,738
8,378,511
15,273,348
980,164,471
816,509
8,048,110
22,339,055
other guarantees 9,931,334 10,525,488

a) Tax claims

The main tax claims, for which bank guarantees or sureties were provided, can be detailed as follows:

  • Some retail operating segment subsidiaries of the Company granted guarantees or securities in favour of the Portuguese Tax Administration, associated with tax claims for additional VAT payment amounting to 556.7 million euro (556.7 million euro as at 31 December 2016) related to the period from 2004 to 2013, which the Company has presented, or has the intention of presenting, a tax appeal. Portuguese tax authorities claim that the Company should have invoiced VAT related to promotional discounts invoiced to suppliers which depend on the purchases made by the Group during the year, as it considers that the discounts correspond to services rendered by the company. Tax authorities also claim that the company should not have deducted VAT from discount vouchers used by its non-corporate clients;

  • 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 that period as Tax authorities did not accept the recognition of tax losses incurred after the liquidation of a subsidiary of Sonae Investimentos, since it considered that the cover of losses in that subsidiary should not be part of its acquisition cost, which is not in accordance with previous assessments of Tax Authorities;

  • Sureties in the amount of, approximately 50 million euro, following a tax appeal presented by the Company concerning additional tax assessments made by Tax authorities, relating to 31 December 2002, which refer to the non-acceptance by Tax authorities of tax losses arising on the sale and liquidation of a subsidiary of the Group;

  • Fiscal lawsuit related to rent tax, concerning a subsidiary of the Company in Brazil, in the amount of, approximately, 19.4 million euro (65.6 million Brazilian real), which is being judged by a tax court, for which there were granted guarantees in the amount of 49.1 million euro (165.9 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 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 (RERD) e Decree of Law 248-A/2002 (PMFL)), the Group made voluntarily tax payments in the amount of, approximately, 22 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 10).

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 unfavorably 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. As at 31 December 2016, 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 32.4 million euro (32.4 million euro at 31 December 2016). Furthermore, there are other tax assessments totaling 60.8 million euro (60.8 million euro as at 31 December 2016) for which the Board of Directors, based on its lawyers' assessment, understands will not imply future losses to the former subsidiary.

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 Investimentos.

24 OTHER INCOME

As at 31 March 2017 and 2016, the caption "Other Income" is made up as follows:

31 March 2017 31 March 2016
Supplementary income 154,151,042 145,165,249
Prompt payment discounts received 5,992,590 6,404,761
Exchange differences 5,471,363 5,934,271
Own work capitalised 2,404,416 2,168,081
Gains on disposal of assets 72,440 64,175,793
Impairment losses and provisions reversals 957,731 1,664,527
Others 570,196 1,479,322
169,619,777 226,992,004

The caption "Supplementary income" relates mainly to promotional campaigns carried out in the stores of retail segment, reimbursed by the Sonae Investimentos´s partners.

As at 31 March 2016, under the caption of "Gains on sales of assets" are included gains related to the operation of "Sale & Leaseback" amounting to 62.7 million euro (Note 5).

25 INCOME TAX

The income taxes recognized in the three month period ended on 31 March 2017 and 2016 are detailed as follows:

31 March 2017 31 March 2016
Current tax (3,936,203) 17,837,578
Deferred tax 2,122,069 (7,252,101)
(1,814,134) 10,585,477

26 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 31 March 2017 31 March 2016 31 March 2017 31 March 2016
Parent company 378,082 349,022 443,933 500,743
Jointly controlled companies 9,748,897 - 59,494,640 -
Associated companies 9,872,071 8,702,542 120,615 78,757
Other related parties 1) 13,297,830 14,378,047 14,622,483 18,275,790
33,296,880 23,429,611 74,681,671 18,855,290
Interest income Interest expenses
Transactions 31 March 2017 31 March 2016 31 March 2017 31 March 2016
Parent company - - 144,037 8,445,506
Jointly controlled companies - - - -
Associated companies 4,607 4,952 - -
Other related parties 1) - - 8,000,000 130,615
4,607 4,952 8,144,037 8,576,121

SONAE INVESTIMENTOS, SGPS, SA

Accounts receivable Accounts payable
Balances 31 March 2017 31 December 2016 31 March 2017 31 December 2016
Parent company 47,869,817 35,783,208 90,584,106 46,399,686
Jointly controlled companies 8,870,807 - 32,227,625 -
Associated companies 4,657,497 5,663,219 531,695 621,579
Other related parties 1) 15,860,109 43,501,277 21,624,491 29,620,444
77,258,230 84,947,704 144,967,917 76,641,709
Loans
Obtained Granted
Balances 31 March 2017 31 December 2016 31 March 2017 31 December 2016
Parent company - - - -
Associated companies - - 651,119 660,663
Other related parties 1) 400,027,000 400,027,000 - -
400,027,000 400,027,000 651,119 660,663

1) "Other related parties" are considered to be related party affiliates or companies under joint control of Efanor SGPS, SA that are not included in Sonae Investimentos, including companies belonging to the Sonae Group, Sonae Indústria and Sonae Capital, and minority shareholders of subsidiaries of the Group.

The amounts recorded as loans granted from other relating parties represent borrowings from shareholders of subsidiary companies which bear interests at market rates.

Granted loans to associated companies, refer to values of loans granted to associated company MDS, SGPS, SA. (651.119 euros as at 31 March de 2017 and 31 December 2016) (Note 11).

27 EARNINGS PER SHARE

Earnings per share for the three month period ended on 31 March 2017 and 2016 were calculated taking into consideration the following amounts:

31 March 2017 31 March 2016
Net profit
Net profit taken into consideration to calculate basic earnings
per share (consolidated profit for the period)
(7,363,828) 31,504,564
Net profit taken into consideration to calculate diluted
earnings per share
(7,363,828) 31,504,564
Number of shares
Weighted average number of shares used to calculated basic
earnings per share
900,000,000 900,000,000
Weighted average number of shares used to calculated diluted
earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) (0.008182) 0.035005

On 31 March 2017 and 2016 there is no dilutive effect on the number of shares outstanding.

28 PRESENTATION OF CONSOLIDATED INCOME STATEMENT

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

The Indirect Income includes: (i) impairment of real estate assets for retail, (ii) decreases in goodwill, (iii) provisions (net of tax) for possible future liabilities, and impairments related to non-core investments, businesses and discontinued assets (or to 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.

The value of EBITDA is calculated in the direct income component, i.e. excluding the indirect contributions.

The reconciliation between consolidated income and direct-indirect income for the periods ended 31 March 2017 and 2016 can be summarised as follows:

31 March 2017 31 March 2016
Consolidated Indirect Direct Consolidated Indirect Direct
accounts income income accounts income income
Turnover 1,247,093,715 - 1,247,093,715 1,178,980,389 - 1,178,980,389
Investment income
Dividends and other adjustments - - - 1,582 - 1,582
Impairment losses reversal 973,038 - 973,038 833,404 - 833,404
Others 168,526,739 - 168,526,739 162,515,964 - 162,515,964
Total income 1,416,593,492 - 1,416,593,492 1,342,331,339 - 1,342,331,339
Total expenses (1,363,474,238) (194,030) (1,363,280,208) (1,296,088,884) (188,850) (1,295,900,034)
Depreciation and amortisation (45,518,114) - (45,518,114) (40,209,805) - (40,209,805)
Losses on tangible and intangible assets
Provisions and impairment
(545,398)
-
-
-
(545,398)
-
(1,209,309)
-
-
-
(1,209,309)
-
Others (628,802) - (628,802) (7,361,739) - (7,361,739)
Profit before financial results and share of
results in joint ventures and associated
companies
6,426,939 (194,030) 6,620,970 (2,538,397) (188,850) (2,349,546)
Non recorrent items (1,397,880) - (1,397,880) 62,224,175 - 62,224,175
Financial profit/(loss) (11,825,565) - (11,825,565) (16,005,807) - (16,005,807)
Share of results in joint ventures and associated
undertakings
MDS (774,098) - (774,098) (516,683) - (516,683)
Ulabox (572,310) - (572,310) - - -
Others (249,565) - (249,565) (233,896) - (233,896)
Profit before taxation (8,392,479) (194,030) (8,198,448) 42,929,392 (188,850) 43,118,243
Income tax 1,814,134 - 1,814,134 (10,585,477) - (10,585,477)
Profit/(Loss) after taxation (6,578,345) (194,030) (6,384,314) 32,343,915 (188,850) 32,532,766
Attributable to equity holders of Sonae (7,363,828) (194,030) (7,169,798) 31,504,564 (188,850) 31,690,914
Non-controlling interests 785,484 - 785,484 839,351 - 839,351
"Underlying" EBITDA (b) 52,340,246 45,596,319
Direct EBITDA (a) 49,346,393 107,069,916
Direct EBIT (c) 3,627,117 59,122,468

(a) Direct EBITDA = total direct income - total direct expenses - reversal of direct impairment losses + Share of results in joint ventures and associated undertakings +unusual results;

(b) "Underlying" EBITDA = Direct EBITDA - effect of share result in joint ventures and associated undertakings – non recurrent results;

  • (c) Direct EBIT = Direct EBT financial results;
  • (d) Direct EBT = Direct results before non-controlling interests and taxes;
  • (e) Direct income = Results excluding contributions to indirect income;

(f) Indirect income = Includes results arising from: (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.

29 SUBSEQUENT EVENTS

As at 26 April 2017, Sonae Investimentos SGPS, SA, through one of its subsidiaries, has reached an agreement with the shareholders of BRIO – Produtos de Agricultura Biológica, S.A. (BRIO) for the acquisition of 100% of BRIO's share capital. Founded in 2008, BRIO is the first organic supermarket chain launched in Portugal, and operates 6 supermarkets specialised in organic food, all of them with convenient locations in the Lisbon area.

30 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 15 May 2017.

31 GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 31 March 2017 and 31 December 2016 are as follows:

Percentage of capital held
31 March 2017 31 December 2016
COMPANY Head Office Direct* Total* Direct* Total*
Sonae Investimentos, SGPS, SA Matosinhos Holding Holding Holding Holding
Sonae MC
BB Food Service, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bom Momento – Restauração, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Continente Hipermercados. SA a) Lisboa 100.00% 100.00% 100.00% 100.00%

SONAE INVESTIMENTOS, SGPS, SA

Elergone Energias, Lda a) Matosinhos 75.00% 75.00% 75.00% 75.00%
Farmácia Selecção. SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
MCCARE – Serviços de Saúde, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
MJB – Design, Lda a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Continente Hipermercados, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Modelo Continente International Trade, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Pharmacontinente - Saúde e Higiene, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Pharmaconcept – Actividades em Saúde, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
1) Sohi Meat Solutions- Distribuição de Carnes,
SA
a) Matosinhos 50.00% 50.00% 100.00% 100.00%
Sonae MC – Modelo Continente. SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae MC S2 Africa Limited a) La Valeta
(Malta)
100.00% 100.00% 100.00% 100.00%

Worten

HighDome PCC Limited (Cell Europe) a) La Valeta
(Malta)
100.00% 100.00% 100.00% 100.00%
Infofield – Informática, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonae SR Malta Holding Limited a) La Valeta
(Malta)
100.00% 100.00% 100.00% 100.00%
Worten Canarias, S.L. a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
Worten – Equipamento para o Lar, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Worten España Distribución, S.L. a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%

Sports & Fashion

Aduanas Caspe, S.L.U. a) Zaragoza
(Spain)
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%
Discovery Sports, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Fashion Division, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fashion Division Canárias, SL a) Tenerife (Spain) 100.00% 100.00% 100.00% 100.00%
Global Usebti, S.L. a) Zaragoza
(Spain)
100.00% 100.00% 100.00% 100.00%

SONAE INVESTIMENTOS, SGPS, SA

Irmãos Vila Nova, SA a) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
Irmãos Vila Nova III - Imobiliária, SA a) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
IVN - Serviços Partilhados, SA a) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
IVN Asia Limited a) Hong Kong
(China)
100.00% 50.00% 100.00% 50.00%
Losan Colombia, S.A.S. a) Bogotá
(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%
2) Losan Russia a) Moscow
(Russia)
100.00% 100.00% - -
Losan Tekstil Urun.V E Dis Ticaret, L.S. a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
Modalfa - Comércio e Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modalloop – Vestuário e Calçado, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Salsa DE GmbH a) Dusseldorf
(Germany)
100.00% 50.00% 100.00% 50.00%
Salsa Distribution USA LLC a) New York (USA) 100.00% 50.00% 100.00% 50.00%
Salsa France, S.A.R.L. a) Paris (France) 99.99% 50.00% 100.00% 50.00%
Salsa Luxembourg, Sàrl a) Luxembourg 100.00% 50.00% 100.00% 50.00%
SLS Salsa - Comércio e Difusão de Vestuário, S.A. a) Vila Nova de
Famalicão
(Portugal)
100.00% 50.00% 100.00% 50.00%
SLS Salsa España - Comercio y Difusión de
Vestuario, S.A.U.
a) Pontevedra
(Spain)
100.00% 50.00% 100.00% 50.00%
SDSR – Sports Division SR, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae SR – Serviços e Logística, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sport Zone Canarias, SL a) Tenerife (Spain) 60.00% 60.00% 60.00% 60.00%
Sport Zone España - Comércio de Articulos de
Deporte, SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sport Zone Sport Maiz.Per.Satis.Ith.Ve tic Ltd Sti a) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de
Canaveses
92.76% 92.76% 92.76% 92.76%
Usebti Textile México S.A. de C.V. a) City of Mexico
(Mexico)
100.00% 100.00% 100.00% 100.00%

SONAE INVESTIMENTOS, SGPS, SA

Zippy – Comércio e Distribuição, SA a) Matosinhos 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) Istambul
(Turquey)
100.00% 100.00% 100.00% 100.00%
ZYEvolution- Investig.e Desenvolvimento, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae RP
Arat Inmuebles, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Azulino Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Bertimóvel - Sociedade Imobiliária, SA a) Matosinhos 100,00% 100,00% 100,00% 100,00%
Canasta - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Chão Verde - Sociedade de Gestão Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Citorres - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Contimobe - Imobiliária de Castelo de Paiva, SA a) Castelo de Paiva 100.00% 100.00% 100.00% 100.00%
Cumulativa - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fozimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado
Imosede
a) Maia 80.40% 80.40% 80.40% 80.40%
Fundo de Investimento Imobiliário Fechado
Imosonae Dois
a) Maia 98.69% 98.69% 97.91% 97.91%
Igimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Iginha - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoestrutura - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imomuro - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imoresultado - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imosistema - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
MJLF - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Ponto de Chegada - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Predicomercial - Promoção Imobiliária, SA a) Maia 100.00% 100,00% 100.00% 100.00%
Predilugar - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Selifa - Empreendimentos Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%

SONAE INVESTIMENTOS, SGPS, SA

Sempre à Mão - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sesagest - Proj.Gestão Imobiliária, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Socijofra - Sociedade Imobiliária, SA a) Gondomar 100.00% 100.00% 100.00% 100.00%
Sociloures - Sociedade Imobiliária, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonaerp – Retail Properties, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Valor N, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Others
Marcas MC, zRT a) Budapest
(Hungary)
100.00% 100.00% 100.00% 100.00%
Modelo - Distribuição de Materiais de Construção,
SA
b) Maia 50.00% 50.00% 50.00% 50.00%
SFS – Serviços de Gestão e Marketing, SA a) Maia 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) Amesterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae Capital Brasil, Lda a) São Paulo
(Brazil)
100.00% 100.00% 100.00% 100.00%
Sonae Financial Services, SA a) Maia 100.00% 100,00% 100.00% 100.00%
Sonaecenter Serviços II, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonaegest- Sociedade Gestora de Fundos de
Investimento, SA
a) Maia 60.00% 60.00% 60.00% 60.00%
Sonvecap, BV a) Amesterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Tlantic, BV a) Amesterdam
(Netherlands)
72.10% 72.10% 72.10% 72.10%
Tlantic Portugal - Sistemas de Informação, SA a) Matosinhos 100.00% 72.10% 100.00% 72.10%
Tlantic Sistemas de Informação, Ltda a) Porto Alegre
(Brazil)
100.00% 72.10% 100.00% 72.10%

*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(ies) which hold(s) a participation, hold(s) this participation directly in the share capital of that company;

a) Control held by majority of voting rights which confer power of relevant activities that influence;

b) Control held by management control.

1) On January 3rd 2017, a Joint Venture was established between Sonae MC and Hilton Food Group PLC through a capital increase of this Group on Sohimeat. From this moment onwards, Sohimeat is consolidated through the equity method;

2) Company acquired as at 22 February 2017.

These entities are consolidated using the full consolidation method, considering that they are controlled by Sonae Investimentos SGPS, SA.

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luís Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

Condensed separate financial statements

CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2017 AND 2016 AND 31 DECEMBER 2016
(Translation of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)
(Amounts expressed in euro) Notes 31.March.2017 31.March.2016 31.December.2016
ASSETS
NON-CURRENT ASSETS:
Intangible assets 183 378 215
Investments in subsidiaries and associates 4 1,624,961,811 1,679,936,622 1,625,691,885
Other non-current assets 5 1,147,454,999 1,180,022,499 1,149,120,000
Total non-current assets 2,772,416,993 2,859,959,499 2,774,812,100
CURRENT ASSETS:
Trade account receivables and other current assets 6 1,621,437,095 2,120,190,252 1,618,633,280
Cash and cash equivalents 7 89,710 17,099 215,967
Total current assets 1,621,526,805 2,120,207,351 1,618,849,247
TOTAL ASSETS 4,393,943,798 4,980,166,850 4,393,661,347
EQUITY AND LIABILITIES
EQUITY:
Share capital 8 1,000,000,000 1,000,000,000 1,000,000,000
Reserves and retained earnings 1,796,785,082 1,758,675,056 1,758,675,056
Profit/(Loss) for the period (2,571,637) (944,602) 78,110,026
TOTAL EQUITY 2,794,213,445 2,757,730,454 2,836,785,082
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 9 610,186,370 432,887,134 431,006,858
Other non-current liabilities 10 400,000,000 400,234,375 400,000,000
Total non-current liabilities 1,010,186,370 833,121,509 831,006,858
CURRENT LIABILITIES:
Loans 9 107,739,970 147,737,187 153,556,224
Trade creditors and other current liabilities 11 481,804,013 1,241,577,700 572,313,183
Total current liabilities 589,543,983 1,389,314,887 725,869,407
TOTAL EQUITY AND LIABILITIES 4,393,943,798 4,980,166,850 4,393,661,347

The accompanying notes are part of these condensed separate financial statements.

CONDENSED SEPARATE INCOME STATEMENT FOR THE PERIODS ENDED 31 MARCH 2017 AND 2016

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

(Amounts expressed in euro) Notes 31.March.2017 31.March.2016
Gains or losses on investments 14 1,392,373 114,810
Financial income 15 7,612,519 17,565,122
Other income 80,268 99,860
External supplies and services (796,835) (854,116)
Staff costs (8,764) (8,718)
Depreciation and amortisation (32) (57)
Financial expenses 15 (11,904,271) (18,086,758)
Other expenses (15,888) (23,588)
Profit/(Loss) before taxation (3,640,630) (1,193,445)
Taxation 1,068,993 248,843
Profit/(Loss) after taxation (2,571,637) (944,602)
Profit/(Loss) per share (basic and diluted) 16 (0.0029) (0.0010)

The accompanying notes are part of these condensed separate financial statements.

CONDENSED SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 31 MARCH 2017 AND 2016

(Translation of condensed separate financial statements originally issued in Portuguese. In case of
discrepancy the Portuguese version prevails)
(Amounts expressed in euro) 31.March.2017 31.March.2016
Net Profit / (Loss) for the period (2,571,637) (944,602)
Total comprehensive income for the period (2,571,637) (944,602)

The accompanying notes are part of these condensed separate financial statements.

CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS ENDED AS AT 31 MARH 2017 AND 2016

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

The accompanying notes are part of these condensed separate financial statements.

CONDENSED SEPARATE STATEMENT OF CASH FLOWS FOR THE PERIODS ENDED 31 MARCH 2017 AND 2016

(Translation of condensed separate financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version
prevails)
(Amounts expressed in euro) Notes 31.March.2017 31.March.2016
OPERATING ACTIVITIES
Net cash flow from operating activities (1) (1,540,363) (1,852,143)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 537,500 -
Interest and similar income 30,261,166 20,793,633
Loans granted 715,242,046 734,463,318
746,040,712 755,256,951
Cash payments arising from:
Investments - (384,068)
Loans granted (736,905,546) (724,582,647)
(736,905,546) (724,966,715)
Net cash used in investment activities (2) 9,135,166 30,290,236
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 1,594,713,000 1,690,048,329
Investments 1,968,533 -
1,596,681,533 1,690,048,329
Cash payments arising from:
Loans obtained (1,603,464,000) (1,708,625,972)
Investments (1,457,836) (3,108,685)
Interest and similar charges (1,664,503) (2,187,727)
(1,606,586,339) (1,713,922,384)
Net cash used in financing activities (3) (9,904,806) (23,874,055)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (2,310,003) 4,564,038
Cash and cash equivalents at the beginning of the period (2,341,740) (12,322,046)
Cash and cash equivalents at the end of the period 7 (4,651,743) (7,758,008)

The accompanying notes are part of these condensed separate financial statements.

SONAE INVESTIMENTOS, SGPS, SA

NOTES TO THE CONDENSED SEPARATE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2017

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

(Amounts expressed in euro)

1 INTRODUCTION

SONAE INVESTIMENTOS, SGPS, SA, "the Company" or "Sonae Investimentos" it's a Portuguese Corporation, with head-office in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Matosinhos, Portugal.

The Company's main activity is the management of shareholdings (Note 4).

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 the annual financial statements for the year ended 31 December 2016.

4 INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES COMPANIES

As at 31 March 2017 and 31 December 2016, the investments in subsidiaries and associates companies are made up as follows:

31.March.2017 31.December.2016
Companies % held Final balance % held Final balance
Apor - Agência para a Modernização do Porto, SA 22.75% 300,000 22.75% 300,000
Chão Verde - Sociedade de Gestão Imobiliária, SA 100.00% - 100.00% -
Elergone Energia, Lda 75.00% 1,118,737 75.00% 1,118,737
Fundo de Investimento Imobiliário Fechado Imosede 80.40% 103,497,607 80.40% 103,497,607
Fundo de Investimento Imobiliário Imosonae Dois 0.78% 1,267,876 - -
MCCARE, Serviços de Saúde, SA 100.00% 50,000 100.00% 50,000
MDS, SGPS, SA 47.53% 41,996,920 47.53% 41,996,920
Modelo - Distribuição de Materiais de Construção, SA 50.00% 21,510,614 50.00% 21,510,614
MOVVO, SA 25.58% 3,354,111 25.58% 3,252,061
Ponto de Chegada - Promoção Imobiliária, SA - - 100.00% 2,100,000
Selifa - Sociedade de Empreendimentos Imobililiários, SA 100.00% 565,000 100.00% 565,000
SFS - Serviços de Gestão e Marketing, SA 100.00% 50,000 100.00% 50,000
Sonae Capital Brasil, Ltda 37.00% - 37.00% -
Sonae Center Serviços II, SA 100.00% 58,032,319 100.00% 58,032,319
Sonae MC - Modelo Continente, SGPS, SA 100.00% 1,375,504,276 100.00% 1,375,504,276
Sonae Financial Services, SA 100.00% 17,330,000 100.00% 17,330,000
Sonae SR Malta Holding Limited - 1 - 1
Sonaegest - Soc. Gest. de Fundos de Investimento, SA 40.00% 384,351 40.00% 384,351
Total 1,624,961,811 1,625,691,885

5 OTHER NON-CURRENT ASSETS

As at 31 March 2017 and 31 December 2016 the other non-current assets were as follows:

31.March.2017 31.December.2016
Loans granted 1,147,414,999 1,149,080,000
Other debtors 40,000 40,000
Total 1,147,454,999 1,149,120,000

The loans granted to subsidiaries and associates companies have a long-term maturity, bear interests at market rates indexed to Euribor and their fair value is similar to their carrying amount.

As at 31 March 2017 and 31 December 2016 the loans granted are no past due.

6 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 31 March 2017 and 31 December 2016 the trade accounts receivable and other current assets were as follows:

31.March.2017 31.December.2016
Group companies:
Short term loans 1,588,201,449 1,564,872,949
Interests charged but not received 199,056 30,448,655
Taxes - Special Regime for taxation of groups of 6,218,480 5,149,159
companies
Dividends receivable 1,611,750 -
Additional tax payment 17,721 17,721
Special regime for payment of tax and social security debts 2,795,019 2,795,019
(DL 248-A/2002, 14 November)
Special regime for payment of tax and social security debts 788,298 788,298
(DL 151-A/2013, 31 October)
Special program for debt reduction to tax authorities 1,002,114 1,002,114
(PERES) (DL 67/2016, 3 November)
Receivables on the sale of investments 40,000 575,714
Taxes recoverable 8,363,533 8,362,600
Accrued and deferred assets 12,131,710 4,542,059
Others 67,965 78,992
Total 1,621,437,095 1,618,633,280

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

The amount disclosed as 'Special regime for payment of tax and social security debts' (DL 248-A/2002, of 14 November, DL 151-A/2013, of 31 October and DL 67/2016, 3 November) relates to taxes paid which were previously disputed and subject to reimbursement claims. The tax litigations are still in progress, although, following the payment, the guarantees previously given were canceled. No impairment loss was recorded since it is Sonae Investimentos understanding that the decisions over the appeals will be favorable to the Company.

The caption accrued and deferred assets include mainly receivables relating to interest, from loans granted to group companies.

7 CASH AND CASH EQUIVALENTS

As at 31 March 2017 and 31 December 2016, cash and cash equivalents can be detailed as follows:

31.March.2017 31.December.2016
Bank deposits 89,710 215,967
Cash and cash equivalents on the balance sheet 89,710 215,967
Bank overdrafts (4,741,453) (2,557,707)
Cash and cash equivalents on the cash flow statement (4,651,743) (2,341,740)

Bank overdrafts are disclosed in the statement of financial position under the caption short term bank loans.

8 SHARE CAPITAL

As at 31 March 2017 and 31 December 2016, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares, with a nominal value of 1 euro each.

A subsidiary company Sonae MC – Modelo Continente, SGPS, SA owns 100,000,000 shares of Sonae Investimentos. These shares are considered as treasury shares under the Commercial Companies Code, reason why the underlying rights to these shares are suspended.

As at 31 March 2017 and 31 December 2016, the subscribed share capital was held as follows:

31.March.2017 31.December.2016
Sonae, SGPS, SA 25.0287% 25.0287%
Sonae Investments BV 13.1419% 13.1419%
Sonae MC - Modelo Continente, SGPS, SA 10.0000% 10.0000%
Sonaecenter Serviços, SA 51.8269% 51.8269%
Libra Serviços, Sociedade Unipessoal, Lda 0.0025% 0.0025%

9 BORROWINGS

As at 31 March 2017 and 31 December 2016, this caption included the following loans:

31.March.2017 31.December.2016
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/ 2016/2021 12,000,000 12,000,000
Up-front fees not yet charged to income statement (1,813,630) (1,993,142)
Bonds loans 310,186,370 310,006,858
Commercial paper 300,000,000 121,000,000
Loans 300,000,000 121,000,000
Non-current loans 610,186,370 431,006,858
31.March.2017 31.December.2016
Bonds Sonae Investimentos/ 2016/2021 3,000,000 3,000,000
Up-front fees not yet charged to income statement (1,483) (1,483)
Bonds loans 2,998,517 2,998,517
Commercial paper 100,000,000 148,000,000
Bank overdrafts 4,741,453 2,557,707
Loans 104,741,453 150,557,707
Current loans 107,739,970 153,556,224

Under the above mentioned lines of credit and commercial paper programs with firm commitments, the company had 243 million euro credit facilities available to meet its liquidity requirements as follows:

Commitments of less Commitments of more
than one year than one year
Agreed credit facilities amounts 138,000,000 510,000,000
Available credit facilities amounts 33,264,398 210,000,000

The interest rate as at 31 March 2017 of the bonds and bank loans was, on average, 1.27% (1.43% as at 31 December 2016).

As at 31 March 2017 and 31 December 2016 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:

31.March.2017 31.December.2016
N+1 107,741,453 153,557,707
N+2 110,500,000 60,500,000
N+3 110,500,000 10,500,000
N+4 163,000,000 163,000,000
N+5 228,000,000 199,000,000

10 OTHER NON-CURRENT LIABILITIES

As at 31 March 2017 and 31 December 2016 this caption is as follows:

31.March.2017 31.December.2016
Loans granted 400,000,000 400,000,000
Total 400,000,000 400,000,000

The amount of 400,000,000 euro recorded in the caption obtained loans is related to a subordinated bond loan, with maturity of 10 years issued at market conditions by Sonae Investimentos, SGPS, SA in 28 December 2010, corresponding to 8,000 bonds with nominal value of 50,000 each, at a fixed rate and repayment at the end of the loan period.

As at 31 March 2017 the fair value of this bond loan is 52,824 euro (52,994 euro on 31 December 2016) per bond, and was determined based on discounted cash flows method.

As at 31 March 2017 and 31 December 2016 Sontel, BV held all the bonds.

11 TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 31 March 2017 and 31 December 2016, this heading is made up as follows:

31.March.2017 31.December.2016
Suppliers 26,549 41,122
Group companies:
Short term loans 422,468,082 562,219,082
Taxes - Special Regime for taxation of
groups of companies 4,532,087 4,532,087
Taxes and contributions payable 1,893,927 1,893,948
Accrued and deferred liabilities 12,555,153 3,324,996
Others 328,215 301,948
Total 481,804,013 572,313,183

The caption accrued and deferred liabilities includes mainly accrued interests not yet due relating to loans obtained.

12 CONTINGENT LIABILITIES

As at 31 March 2017 and 31 December 2016 the contingent liabilities were detailed as follows:

31.March.2017 31.December.2016
Guarantees rendered:
related to tax claims awaiting outcome
Guarantees provided by financial institutions 84,934,460 86,763,780
Guarantees provided by parent company 249,502,009 255,152,531
others 5,016,098 12,403,113
Guarantees given in favour of subsidiaries (a) 62,888,849 62,888,849

a) Guarantees given to Tax Authorities in favour of subsidiaries to suspend claims from tax authorities.

The caption Guarantees provided on tax claims includes guarantees granted to Tax Authorities regarding income tax. The most significant amounts relate to an additional tax assessment made by Tax Authorities, relating the taxable period ending 2005, regarding the covering of losses made by the Company in a subsidiary, having Tax Authorities not considered the usage of taxable losses on this operation and subsequent liquidation of the Company's subsidiary, which is not in accordance with previous assessments made by Tax Authorities. The Company has presented an appeal against this tax claim, being the Board of Directors understanding, based on its advisors assessment, that such appeal will be favorable.

No provision has been recorded for these additional tax assessments, to which some guarantees were provided, as the Board of Directors considers that their outcome will be favorable, therefore with no additional liabilities to the Company.

Following the disposal of a Brazilian subsidiary company, the group guaranteed to that subsidiary company buyer all the losses it will have as consequence of tax additional assessments as it is described in the Note of Contingent assets and liabilities in the Consolidated financial statements.

13 RELATED PARTIES

Balance: 31.March.2017 31.December.2016
Parent companies 4,690,123 3,671,763
Subsidiaries 13,433,216 34,701,540
Associated companies 4,607 9,545
Accounts receivable 18,127,946 38,382,848
Parent companies 40,271,503 1,372,154
Subsidiaries 5,975,217 5,165,471
Associated companies 19,704 -
Other related parties 8,355,748 355,747
Accounts payable 54,622,173 6,893,372
Subsidiaries 2,738,207,246 2,716,543,747
Associated companies 651,119 651,119
Loans granted 2,738,858,365 2,717,194,866
Subsidiaries 422,468,082 562,219,082
Other related parties 400,000,000 400,000,000
Loans obtained 822,468,082 962,219,082

Main balances and transactions with related parties are detailed as follows:

Transactions: 31.March.2017 31.March.2016
Parent companies 322,205 354,733
Associated companies 6,652 6,221
Other related parties 36 35
Purchases and services obtained 328,893 360,989
Parent companies 14,596 16,105
Subsidiaries 65,238 71,718
Other income 79,834 87,823
Subsidiaries 7,602,396 17,375,396
Associated companies 4,607 23,675
Interest income 7,607,003 17,399,071
Parent companies 8,144,037 7,381,817
Subsidiaries 811,741 4,352,699
Other related parties - 1,175,581
Interest expenses 8,955,779 12,910,097
Subsidiaries 1,611,750 114,810
Dividend income 1,611,750 114,810
Subsidiaries 1,968,533 -
Investments disposal 1,968,533 -
Subsidiaries 2,000,000 -
Loans disposal 2,000,000 -

All Sonae, SGPS, S.A. and Efanor Investimentos SGPS, SA subsidiaries, associates and joint ventures are considered related parties and are identified in Consolidated Financial Statements.

During 1st quarter 2017 and 2016 did not occur any transactions including granted loans to the Company's Directors.

14 INVESTMENT INCOME

As at 31 March 2017 and 2016 investment income is as follows:

31.March.2017 31.March.2016
Dividends received 1,611,750 114,810
Losses on investments sales (219,377) -
Total 1,392,373 114,810

15 FINANCIAL INCOME / EXPENSES

As at 31 March 2017 and 2016, net financial expenses are as follows:

31.March.2017 31.March.2016
Interest receivable
related to bank deposits 3,731 4,438
related to loans granted 7,607,003 17,399,071
Others 1,785 161,613
Financial income 7,612,519 17,565,122
Interest payable
related to bank deposits and overdrats (518,691) (686,240)
related to non convertible bonds (1,554,050) (3,251,720)
related to loans obtained (8,955,779) (12,910,098)
Other financial expenses
Up front fees on the issuance of debt (875,333) (1,236,900)
Others (418) (1,800)
Financial expenses (11,904,271) (18,086,758)

16 EARNINGS PER SHARE

Earnings per share for the periods ended 31 March 2017 and 2016 were calculated taking into consideration the following amounts:

31.March.2017 31.March.2016
Net Profit/(loss)
Net profit/(loss) taken into consideration to calculate
basic earnings per share (Net profit for the period)
(2,571,637) (944,602)
Net profit/(loss) taken into consideration to calculate
diluted earnings per share
(2,571,637) (944,602)
Number of shares
Weighted average number of shares used to calculate
basic earnings per share
900,000,000 900,000,000
Weighted average number of shares used to calculate
diluted earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) (0.0029) (0.0010)

17 SUBSEQUENT EVENTS

The appropriation of the 2016 result has been approved in the Shareholders' General Meeting held on the 28th April 2017. The distribution of dividends amounting to 40,000,000 euro has been approved. Shares held by company or by any of its subsidiaries are not entitled to the dividends. The dividends amount has been recorded on these financial statements.

18 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 15 May 2017.

19 INFORMATION REQUIRED BY LAW

Decree-Law ner 318/94 art. 5th ner 4th

During the period ended as at 31 March 2017 shareholders' loan contracts were signed with the following companies:

Sonae Capital Brasil Ltda

During the period ended as at 31 March 2017, treasury application agreements were signed with the following companies:

BB Food Service, SA

MCCARE, Serviços de Saúde, SA

Sonae, SGPS, SA

As at 31 March 2017 amounts owed by subsidiaries can be detailed as follows:

Company 31.March.2017
Azulino - Imobiliária, SA 57,000
Canasta - Empreendimentos Imobiliários, SA 15,000
Chão Verde - Sociedade de Gestão Imobiliária, SA 3,325,000
Citorres - Sociedade Imobiliária, SA 148,000
Cumulativa - Sociedade Imobiliária, SA 88,000
Discovery Sports, SA 1,715,000
Fashion Division, SA 43,483,000
Fozimo – Sociedade Imobiliária, SA 7,000
Igimo – Sociedade Imobiliária, SA 95,000
Iginha – Sociedade Imobiliária, SA 218,000
Imoestrutura - Sociedade Imobiliária, SA 55,000
Imomuro - Sociedade Imobiliária, SA 111,000
Imoresultado – Sociedade Imobiliária, SA 61,000
Imosistema - Sociedade Imobiliária, SA 21,000
MJB - Design, Lda 954,000
MJLF - Empreendimentos Imobiliários, SA 128,000
Modalfa - Comércio e Serviços, SA 12,003,971
Modalloop - Vestuário e Calçado, SA 2,625,500
Modelo Continente Hipermercados, SA 675,232,000
MDS, SGPS, SA 651,119
Ponto de Chegada - Sociedade Imobiliária, SA 2,344,000
Predilugar - Sociedade Imobiliária, SA 13,000
SDSR - Sports Division SR, SA 28,069,546
Selifa - Sociedade de Empreendimentos Imobiliários, SA 1,500,169
Sempre à Mão - Sociedade Imobiliária, SA 666,000
Socijofra - Sociedade Imobiliária, SA 60,000
Sociloures - Sociedade Imobiliária, SA 8,000
Sonae Capital Brasil, Ltda 6,620,628
Sonae Center Serviços II, SA 43,297,000
Sonae MC - Modelo Continente, SGPS, SA 1,868,589,454
Sonaerp - Retail Properties, SA 40,418,478
Sondis Imobiliária, SA 5,000
Valor N, SA 155,000
Zippy - Comércio e Distribuição, SA 6,040,500
Zyevolution - Investigação e Desenvolvimento, SA 78,000
Total 2,738,858,365

The amounts due to group companies as at 31 March 2017 related to the mentioned contracts were the following:

31.March.2017
205,000
12,509,000
233,000
5,338,000
196,534,082
1,096,000
670,000
373,000
4,553,000
48,000
2,000
5,777,000
19,252,000
39,067,000
6,122,000
1,336,000
118,000
129,235,000
422,468,082

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Luís Miguel Mesquita Soares Moutinho

Luis Miguel Vieira de Sá da Mota Freitas

Luis Filipe Campos Dias de Castro Reis

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