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Sonae SGPS

Investor Presentation May 30, 2014

1901_10-q_2014-05-30_4bbc9e24-aa1a-4d43-a633-3d649f84c072.pdf

Investor Presentation

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1HIGHLIGHTS and CEOMessage

Sonae reinforced its position in the Portuguese retail market, despite the seasonal Easter effect and the increasingly competitive environment

Sonae MC continued to show resilience:

  • reinforcing its leading position in the Portuguese food retail market
  • growing turnover by 2% in 1Q14

Sonae SR confirmed the strong positive trend:

  • improving turnover by 10%
  • significantly recovering underlying EBITDA margin by 2.7p.p.
  • growing market share in the main formats in Portugal and Spain

Sonae Sierra signed a JV agreement to provide services into the Chinese market ZON OPTIMUS reached 555.8 thousand convergent RGUs, proving its success in the quadruple play

Sonae reduced net debt level in yearly terms for the 18th consecutive quarter

"The comparison of this 1st quarter results with the 1st quarter of 2013 is very heavily impacted by the totality of Easter sales happening in different quarters. Most of our businesses have a particularly high Easter seasonality and the comparison is affected not only at the sales level but also in operational profitability and working capital.

Offsetting these effects, the quarter proved to be very positive for Sonae SR in all aspects and Sonae Sierra saw a significant lift of tenant sales, which will improve future performance.

In telecoms the market remained highly competitive but ZON OPTIMUS was able to accelerate its re‐entry into the quadruple play battle following a long period where it was hampered from competing fully.

Food retail is also undergoing a particularly intensive competitive fight and Continente reinforced its positioning as cost and price leader and market share.

Retail accumulated sales figures immediately after the Easter period were: Sonae MC (+ 3.6%) and Sonae SR (+13%).

We continue to develop international growth options with low capital intensity and we registered good progress in the expansion of franchising, category management, e‐commerce and service contracts.

The outlook for our business is still very dependent on the development of consumer spending in the Iberian market which is developing well at the moment but subject to the overall outlook of these two countries and consumer confidence."

Paulo Azevedo, CEO

Following the merger between Zon and Optimus and its report using the equity method, we decided to change the way we report our results to the market by separating each business, in order to obtain more transparency between the segments: 1) Sonae Retail: Sonae MC, SR and RP; 2) Investment Management, including Software and Systems Information and Público businesses from Sonaecom; 3) Sonae Sierra and 4) ZON OPTIMUS. Moreover, Sonae adjusted the 2013 profit and loss statements on a pro forma basis (1Q13PF), assuming that the ZON OPTIMUS merger occurred in the 1st January 2013, with some consolidation effects in our co‐controlled vehicle company. This criterion, besides assuring an easier an fairer comparability between 2013 and 2014 results, is in line with the current reporting pro forma method adopted by Sonaecom, ZON OPTIMUS and market expectations.

2 SONAERETAIL RESULTS

Sonae MC

Turnover and underlying EBITDA margin

*Inflation rate evolution

Note: Data provided by National Institute of Statistics as of April 29th 2014. 1Q14 information until February 2014.

Sonae MC Turnover totalled 787 M€ in 1Q14, growing 1.7% when compared to 1Q13. This growth was achieved despite a disadvantageous seasonal Easter effect, coupled with the highly competitive environment in the Portuguese retail market.

Sonae MC accumulated sales immediately after the Easter period increased by 3.6%. This is the best indicator of our performance when compared with the previous year.

Following the trend of the previous quarters, Sonae MC strengthened its leading position in the Portuguese food retail sector1 , backed by:

(i) Continuous investments to improve the quality of products;

(ii) Following a strategy of having a wide range of branded and private label products available to consumers, which enables us to react quickly to changes in customer habits. The portfolio of Continente own brand in 1Q14 was approximately 31% of the turnover of FMCG categories; and,

(iii) 13% y.o.y growth in online sales, supported by the new e‐commerce platform.

Sonae MC reached an underlying EBITDA of 35 M€, equivalent to an EBITDA margin of 4.4%, being also negatively impacted by the seasonal effect and by the highly competitive environment, with strong promotional activity, causing an internal deflation of 1.9%. It's worth highlighting the deflation of 0.7% faced in Portugal during 1Q14*.

The promotional activity continued to be supported by the Continente loyalty card, which was used for more than 90% of sales in the period. This demonstrates a true commitment to household savings and to offering our customers the best products at the best prices.

Sonae MC CAPEX stood at 18 M€, increasing by 7% when compared to 1Q13. The investment in the 1Q14 included the opening of one Continente Bom Dia store in Alvalade (Lisbon).

1 For example, A.C.Nielsen's Homescan survey YTD up until 23rd February: +0.9p.p. market share for Continente.

2 SONAE RETAIL RESULTS (cont.)

Sonae SR

Turnover and underlying EBITDA margin

Turnover and underlying EBITDA per country

Sonae SR per country
1013 1Q14 y.o.y
Turnover (million $\epsilon$ ) 264 291 10.2%
Portugal 186 201 8.1%
International 79 91 15.2%
EBITDA (million $\epsilon$ ) $-11$ $-4$
Portugal O Δ
International $-11$ -8
EBITDA margin $-4.2%$ $-1.5%$ 2.7 p.p
Portugal 0.0% 1.8% 1.8 p.p
International $-14.3%$ $-8.9%$ 5.4 p.p

Sonae SR Turnover grew by 10% when compared to 1Q13, reaching 291 M€ and corresponding to a 6.0% growth on a "like‐for‐like" basis, despite the Easter effect. It's worth highlighting the positive growth achieved in the International market of 7% on a LfL basis.

The turnaround measures implemented, particularly in the omni‐channel strategy at Worten in Spain, the new Sport Zone concept in Spain, the rebranding of MO with a completely new collection, and the product improvement of Zippy, have been showing strong results giving market share improvement in the majority formats in both Portuguese and Spanish markets. This growth was achieved despite the negative calendar impact of Easter.

Sonae SR underlying EBITDA margin recovered by 2.7p.p. y.o.y. reaching negative 1.5%. This was the result of the stronger sales evolution, coupled with the successful turnaround measures that have been implemented over the last years. During this quarter, we continued to implement the omni‐channel strategy at Worten, integrating online and store businesses and decreasing the average size of our stores in Spain.

In Portugal, 1Q14 Sonae SR turnover increased to 201 M€ and EBITDA reached 4 M€, a strong recovery enhanced by the sales increase, turnaround measures implemented and efficiency improvements. Internationally, Sonae SR turnover stood at 91 M€ and EBITDA reached negative 8 M€, also recovering by 3M €, supported by the turnaround measures already mentioned.

The positive turnover performance of the international market was driven by: 1) wholesale businesses evolution; 2) franchising business growth, totaling 50 stores at the end of 1Q14, including one in a new country, Armenia; and, (3) the fine tuning in business models of all brands, with a special focus in the Spanish market.

Sonae SR CAPEX stood at 10 M€, a value that compares with 4 M€ invested in 1Q13.

2 SONAERETAIL RESULTS (cont.)

Sonae RP

Turnover and underlying EBITDA margin

Sonae RP
Million euros 1Q13 1Q14 y.o.y.
Turnover 31 31 3.0%
Underlying EBITDA 27 28 3.5%
Underlying EBITDA margin 89.2% 89.6% 0.5 p.p

Sonae RP Turnover reached 31 M€ in 1Q14, maintaining the same level registered in the 1Q13. The underlying EBITDA slightly improved reaching an underlying EBITDA margin of 89.6%.

The net book value of the capital invested in retail real estate assets amounted at the end of 1Q14 to 1.23 bi€, corresponding to a portfolio of 33 Continente stores, 80 Continente Modelo stores and 17 Continente Bom Dia stores. Sonae currently maintains a freehold level of approximately 74% of its food retail selling area and 28% of its non‐food retail space.

Sonae RP CAPEX reached 1 M€, decreasing from 11 M€ registered in 1Q13.

During 1Q14 there were no relevant sale and leaseback transactions.

3 INVESTMENTMANAGEMENTRESULTS

Since 3Q13, following the merger between Zon and Optimus, the remaining Sonaecom's units have been reported under Investment Management business. Accordingly, this unit combines not only the businesses from MDS, Maxmat2 , GeoStar3 and Tlantic2 , but also WeDo Technologies, Saphety, Mainroad, Bizdirect and Público. This business unit has also the responsibility of supporting management on M&A activities as well as E.Ventures, a new initiative launched in 2013.

Investment Management
Million euros 1Q13 1Q14 y.o.y.
Turnover 52 55 7.0%
Underlying EBITDA 1 2
Underlying EBITDA margin 1.3% 3.8% 2.5 p.p

Investment Management Turnover, reached 55 M€, 7.0% above 1Q13. This performance was strongly supported by the increase of 2.8% of Software & Systems Information (SSI) business, totalling 27 M€ in 1Q14.

Investment Management underlying EBITDA stood at 2 M€ in 1Q14, corresponding to an underlying EBITDA margin of 3.8%, 2.5p.p. above 1Q13.

The 3 main contributors for the Turnover and EBITDA results are the businesses related to MDS, WeDo Technologies and Maxmat.

MDS is the leader in the Portuguese insurance brokerage market and a top‐3 player in Brazilian market. The company offers a fully integrated service and provides customized and state of the art solutions to its customers. As a member of Brokerslink, MDS integrates one of the largest groups of independent insurance brokerage firms in the world.

WeDo Technologies is the worldwide market leader in revenue and business assurance software. The company provides software and expert consultancy to analyse large quantities of data across an organisation, helping to minimise operational or business inefficiencies and allowing businesses to achieve significant return on investment via revenue protection and cost savings. During 1Q14, WeDo Technologies continued to increase its international footprint, closing the 1Q14 with international revenues representing 76% of its Turnover.

Maxmat retains an important position in the Portuguese DIY market and holds a portfolio of 30 stores with a distinctive discount positioning.

consolidation method to report its results. 3 GeoStar its reported using the equity method.

2 Sonae holds 50% of Maxmat and 77.7% of Tlantic and adopts the full

4 SONAE SIERRARESULTS

Sonae Sierra ‐ Operational data
1Q13 1Q14 y.o.y.
Footfall (million visitors) 96 100 4.9%
Europe 73 75 2.8%
Brazil 23 26 11.5%
Ocuppancy rate (%) 95.3% 94.6% ‐0.7 p.p
Europe 94.8% 95.3% 0.5 p.p
Brazil 97.2% 92.4% ‐4.9 p.p
"Like‐for‐Like" (LfL) Tenant sales
Europe ‐3.6% 0.5% 4.1 p.p
Brazil (local currency) 5.4% 7.7% 2.3 p.p
Tenant sales (million euros) 1,030 971 ‐5.7%
Europe (million euros) 713 665 ‐6.7%
Brazil (million euros) 317 306 ‐3.4%
Brazil (million reais) 835 994 18.9%
Nº of shopping centres owned/co‐owned (EOP) 47 47 0
Europe 39 37 ‐2
Brazil 8 10 2
GLA owned in operating centres ('000 m2) 1,893 1,899 0.3%
Europe 1,552 1,433 ‐7.7%
Brazil 341 467 36.9%
Sonae Sierra ‐ Financial indicators
Million euros 1Q13 1Q14 y.o.y.
Turnover 55 53 ‐3.0%
EBITDA 29 26 ‐11.3%
EBITDA margin 52.6% 48.1% ‐4.5 p.p
Direct result 15 12 ‐21.6%
Indirect result ‐2 0
Net results 12 12 ‐5.5%
… atributable to Sonae 6 6 ‐5.5%
OMV 2,279 2,110 ‐7.4%
NAV 1,108 1,029 ‐7.2%

OMV atributable to Sonae Sierra Loan‐to‐value

LfL tenant sales in Europe reached 0.5% in 1Q14, showing the first positive evolution since 2011 and despite the unfavourable Easter effect, which shows an evidence of a potential inversion in the negative trend. Accordingly, tenant sales in Europe declined by 6.7%, which was totally driven by the sale of the shopping malls: Parque Principado (in Spain), ValeCenter and Airone (in Italy). As for the Brazilian market, LfL tenant sales continued showing a strong momentum by reaching 7.7% (in local currency). This effect combined with the results of the new shopping malls (Boulevard Londrina, opened in May and Passeio das Águas, opened in November) led to a tenant sales increase of 18.9% in local currency. If we exclude portfolio change effects and the currency conversion impacts, Sonae Sierra tenant sales would have increased by 2.6% in the 1Q14.

Additionally, the benchmark quality of Sonae Sierra assets and the improvement of market conditions were once again demonstrated by achieving an average occupancy rate of 95.3% in Europe, growing 0.5p.p. against 1Q13. In Brazil, this rate was affected by the opening of two shopping malls in 2013, reaching 92.4%. Excluding the effect of asset portfolio changes, this rate would have reached 96.1% in Brazil.

In 1Q14, Sonae Sierra Turnover stood at 53 M€, 3% below 1Q13, again, impacted by the sale of assets occurred in 2013.

EBITDA reached 26 M€, 11.3% below 1Q13, mainly due to the unfavourable currency exchange effect but also due to the lower Turnover.

1Q14 net results totalled 11.8 M€, which compares with 12.5 M€ in 1Q13, a marginal decrease of 5.5% y.o.y.. The lower direct result was impacted by the sale of assets already mentioned. Indirect results were not impacted by the real estate valuations as Sonae Sierra only values its assets in a semi‐annual basis.

The OMV (Open Market Value) attributable to Sonae Sierra was 2.110 bn€ in 1Q14, 27 M€ above 2013 year‐ end, mostly driven by the positive exchange rate effect in the Brazilian assets between the two periods. NAV (Net Asset Value) was mainly impacted by the same reasons as OMV, reaching 1.029 bn€ in 1Q13, 29 M€ above December 2013.

The "Loan‐to‐value" ratio remains at a conservative level of 43.7% at the end of March 2014.

5ZONOPTIMUS RESULTS

ZON OPTIMUS Financial Indicators

ZON OPTIMUS Indicators ‐ Pro‐forma Results
Million euros 1Q13 PF 1Q14 y.o.y.
Operating revenues 352 337 ‐4.1%
EBITDA 138 130 ‐5.9%
EBITDA margin 39.2% 38.5% ‐0.7 p.p
Net results 28 25 ‐8.2%
CAPEX 61 57 ‐6.4%
EBITDA‐CAPEX 77 73 ‐5.5%
Recurrent CAPEX 59 53 ‐10.0%
EBITDA‐Recurrent CAPEX 79 77 ‐2.9%

ZON OPTIMUS market position Source: ZON OPTIMUS Strategy Day presentation as of February 28th 2014..

ZON OPTIMUS operating revenues stood at 337 M€ in 1Q14, decreasing 15 M€ y.o.y..

EBITDA reached 130 M€, decreasing 5.9% when compared to 1Q13.

Recurrent CAPEX decreased 6 M€ y.o.y., reaching 53 M€ in 1Q14. As a consequence of EBITDA and Recurrent CAPEX evolution, EBITDA‐Recurrent CAPEX decreased 2.9%.

Net Financial Debt to EBITDA stood at 1.7x at the end of 1Q14.

ZON OPTIMUS is now financed until 1Q15 and the average maturity of its Net Financial Debt is 1.8 years.

ZON OPTIMUS published its 1Q14 results on May 7th, 2014, which are available at www.zonoptimus.pt. Since the first day following the closing of the merger between Optimus and Zon, on August 28th 2013, until March 31st 2014, the company's market capitalisation grew 37.3%, corresponding to a share price increase from €4.15 to €5.70 per share. The PSI‐20, the main

Portuguese index, grew its market capitalisation 29.8% in

ZON OPTIMUS market performance

the same period.

6 OVERALL PERFORMANCE

Consolidated results

Million euros 1Q13 PF 1Q14 y.o.y.
Sonae MC 774 787 1.7%
Sonae SR 264 291 10.2%
Sonae RP 31 31 3.0%
Investment manag. 52 55 7.0%
E&A (1) ‐35 ‐39
Turnover 1,085 1,126 3.8%‐
Sonae MC 40 35 ‐13.3%
Sonae SR ‐11 ‐4
Sonae RP 27 28 3.5%
Investment manag. 1 2
E&A (1) 5 ‐1
Underlying EBITDA 62 60 ‐3.3%
Underlying EBITDA margin 5.7% 5.3% ‐0.4 p.p‐
Equity method results (2) 14 11 ‐23.6%
o.w. Sonae Sierra (diret income) 7 6 ‐21.6%
o.w. ZON OPTIMUS 7 5 ‐27.4%‐
EBITDA 76 71 ‐7.0%
EBITDA margin 7.0% 6.3% ‐0.7 p.p‐
D&A(3) ‐53 ‐43
EBIT 23 28
22.5%‐
Net financial activity ‐21 ‐20
EBT 1 8
Taxes 1 0
Direct Results (4) 2 8
Indirect Results ‐1 2

Net income 1 10
Non‐controlling interests 0 0
Net income group share 1 10

(1) Eliminations & adjustments;

(2) Equity method results: includes direct income related to investments consolidated by the equity method (mainly Sonae Sierra and ZON OPTIMUS); (3) Depreciations & amortizations including provisions & impairments;

(4) Direct results before non‐controlling interests;

In 1Q14, Consolidated Turnover grew 4% to 1,126 M€, and Underlying EBITDA reached 60 M€, 2 M€ below the same period of the previous year. The performance reached in Consolidated Turnover is mainly driven by the strong improvement performance of Sonae SR. As already stated, Sonae MC underlying EBITDA was negatively impacted by the negative seasonal effect and also by the highly competitive environment among the Portuguese food retail industry.

In 1Q14, EBITDA amounted to 71 M€ and is comprised of the contributions:

  • (i) of the before mentioned underlying EBITDA of 60 M€; and,
  • (ii) Equity Method results of 11 M€ (Sonae Sierra direct results, ZON OPTIMUS and GeoStar).

Net financial results totalled negative 20 M€ in 1Q14, backed by the considerably lower level of net debt. The average interest rate of outstanding credit facilities at the end of 1Q14 was slightly above 3%. These financial results are only related to Retail and Investment Management businesses.

Taxes amounted to zero, 1 M€ below the same period of the previous year.

Direct Results reached 8 M€, 6 M€ above the figure registered in the same period of the previous year, mostly driven by the lower D&A, and the improvement in net financial activity, despite, the decrease in EBITDA.

Non‐controlling interests did not differ when compared to the previous year, as the figures were restated in order to reflect the merger between Zon and Optimus from January 1st 2013.

Net income attributable to the Group reached 10 M€, an improvement of 9.5 M€ against the level registered in 1Q13, mainly impacted by the higher level of Direct Results.

7 CAPITAL STRUCTURE

Net invested capital

Million euros 1Q13 1Q14 y.o.y.
Net invested capital 3.684 3.207 ‐13,0%
Investment properties 0 1 159,2%
Technical investment 3.128 2.014 ‐35,6%
Financial investment 470 1.241 163,7%
Goodwill 660 611 ‐7,5%
Working capital ‐575 ‐660
Total shareholders funds 1.597 1.703
6,6%
Total net debt(1) 2.087 1.504 ‐27,9%
Net debt / Invested capital 56,7% 46,9% ‐9,8 p.p

(1) Financial net debt + net shareholder loans.

In 1Q14, total shareholders' funds were 106 M€ above the same period of last year.

Net debt
Million euros 1Q13 1Q14 y.o.y.
Net financial debt 2,080 1,498 ‐28.0%
Retail units 1,076 1,024 ‐4.9%
Sonaecom Group 367
Investment management 20 44 114.7%
Holding & other 617 431 ‐30.1% ‐
Total net debt 2,087 1,504 ‐27.9%

Until March, 31st 2014, total net debt was reduced to 1,504 M€, 583 M€ below the same date in 2013, driven by the deconsolidation of Optimus debt, but also due to a sustainable cash flow generation over the last 12 months. The company thus continued to strengthen its capital structure, with total net debt reaching 47% of invested capital at the end of 1Q14. It is important to note that 1Q14 was the 18th consecutive quarter of net debt reduction in yearly terms.

In the same period, retail net debt was reduced to 1,024 M€, 52 M€ below 1Q13, driven by sustainable cash flow generation over the last 12 months. The company thus continued to strengthen its capital structure, with total net debt to EBITDA reaching 2.7x at the end of March 2014, a ratio that compares with 3.2x in the same period of 2013.

The holding net debt was reduced to 431 M€ at the end of March 2014. The "loan‐to‐value" ratio of the holding remains at conservative levels and registered a strong improvement from 17%, in March 2013, to 11%, in March 2014.

In relation to the debt maturity profile, it is important to note that a series of transactions were concluded, which enabled Sonae to increase the average maturity of debt whilst optimizing its cost of funding, strengthening its capital structure and diversifying its financing sources.

8 CORPORATE INFORMATION

Main corporate events in 1Q14

On February 5th 2014, following CMVM approvals, Sonaecom announced the launch of the tender offer for the acquisition of a maximum of 88,479,227 shares, representing 24.16% of its share capital. The period of the offer, during which sales orders were received, ran for two weeks, beginning on February 6th and ending on February 19th 2014.

On February 20th 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares and Euronext announced Sonaecom exclusion from the PSI‐ 20, from February 24th 2014 onwards. Following the offer, Sonae's participation in Sonaecom increased from 74.32% to 89.02% and Sonaecom's direct participation in ZON OPTIMUS was reduced from 7.28% to 2.14%.

On March 10th 2014, Sonae announced that it has completed, directly and through its subsidiaries, a number of financing transactions with maturities between 5 and 7 years for the total amount of 240 M€, with several financial institutions. These operations enabled Sonae to anticipate under favorable conditions a significant part of the refinancing programme of its medium and long‐term credit facilities maturing up to the end of 2015.

On March 25th 2014, Sierra Portugal Fund has reached an agreement with GREP II, a fund managed by Grosvenor Fund Management, for the acquisition of its 50% stake in AlbufeiraShopping and Centro Comercial Continente de Portimão, becoming the sole owner of both assets. According to Sonae Sierra's CEO, Fernando Guedes de Oliveira, "this operation is a good opportunity to strengthen Sierra Portugal Fund's position in two assets established in the Algarve for about 25 years".

Subsequent information

On April 22nd 2014, Sonae Sierra announced the launching of a joint venture with CITIC Capital Holdings Limited for the provision of property management and leasing services to shopping centres in China. CITIC Capital Holdings Limited has a strong foothold in the Chinese market, which will allow SONAE SIERRA to quickly gain an in‐depth knowledge and unique connections to create new business opportunities in the fast‐growing Chinese retail market.

In the Annual General Assembly which took place on 30th April 2014, the company's shareholders approved, amongst other items, the distribution of a gross dividend per share, relative to the 2013 financial year, in the amount of 0.0348 Euros, around 5% above the dividend distributed in the previous year. This dividend corresponds to a dividend yield of 3.3%, based on the closing price as at December 31st 2013, and to a payout ratio of 46% of the consolidated direct income attributable to equity holders of Sonae.

Sonae provides additional operating and financial information in Excel format. Click here to be taken to the information directly www.sonae.pt

9 ADDITIONAL INFORMATION

Methodological notes

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

Glossary

CAPEX Investments in tangible and intangible assets and investments in acquisitions.
Direct income Results excluding contributions to indirect income.
(Direct) EBIT Direct EBT ‐ financial results.
EBITDA Total direct income ‐ total direct expenses ‐ reversal of direct impairment losses + share of
results in joint ventures and associated undertakings (Sonae Sierra direct results, ZON
OPTIMUS and GeoStar).
EBITDA margin EBITDA / Turnover.
(Direct) EBT Direct results before non‐controlling interests and taxes.
Eliminations &
adjustments
Intra‐groups + consolidation adjustments + contributions from other companies not
included in the identified segments.
EOP End of period.
Free Cash Flow (FCF) EBITDA ‐ operating CAPEX ‐ change in working capital ‐financial investments ‐ financial
results ‐ income taxes.
Financial net debt Total net debt excluding shareholders loans.
FMCG Fast‐moving Consumer Goods.
GLAs Gross Lettable Area: equivalent to the total area available to be rented in the shopping
centres.
Indirect income Includes
Sonae
Sierra's
results, net of taxes, arising from: (i) investment property
valuations; (ii) capital gains (losses) on the sale of financial investments, joint ventures or
associates; (iii) impairment losses of non‐current assets (including goodwill) and (iv)
provision for assets at risk. Additionally and concerning Sonae's portfolio, it incorporates:
(i) impairments in retail real estate properties; (ii) reductions in goodwill; (iii) provisions
(net of taxes) for possible future liabilities and impairments related with non‐core financial
investments,
businesses,
assets
that
were
discontinued
(or
in
a
process
of
being
discontinued/repositioned); (iv) results from "mark to market" methodology of other
current investments that will be sold or exchanged in the near future; and (v) other non‐
relevant issues.
Investment
properties
Shopping centres in operation owned by Sonae Sierra.
Liquidity Cash & equivalents + current investments, excluding the 2.14% participation at ZON
OPTIMUS.
Like for Like sales
(LfL)
Sales made by stores that operated in both periods under the same conditions. Excludes
stores opened, closed or which suffered major upgrade works in one of the periods.
Loan to value (LTV) ‐
Holding
Holding Net debt / Investment Portfolio Gross Asset Value; gross asset value based on
Market multiples, real estate NAV and market capitalization for listed companies.
Loan to value (LTV) ‐
Shopping Centres
Net debt / (investment properties + properties under development).
Net asset value
(NAV)
Open market value attributable to Sonae Sierra ‐ net debt ‐ minorities + deferred tax
liabilities.
Net debt Bonds + bank loans + other loans + financial leases + shareholder loans ‐ cash, bank
deposits, current investments, excluding the 7.28% participation at ZON OPTIMUS, and
other long term financial applications.
Net Invested capital Total net debt + total shareholder funds.
Other income Dividends.
Other loans Bonds, leasing and derivatives.
Open market value
(OMV)
Fair value of properties in operation and under development (100%), provided by an
independent entity.
Return on invested
capital (RoIC)
EBIT (12 months) / Net invested capital.
Return on equity
(ROE)
Total net income n (equity holders) / Shareholders' Funds n‐1 (equity holders).
Technical investment Tangible assets + intangible assets + other fixed assets ‐ depreciations and amortizations.
Underlying EBITDA Total direct income ‐ total expenses ‐ reversal of impairment losses .

Consolidated Profit and Loss Account

Consolidated profit and loss account
Million euros 1Q13 PF 1Q14 y.o.y.
Turnover 1,085 1,126 3.8%
Underlying EBITDA 62 60 ‐3.3%
Underlying EBITDA margin 5.7% 5.3% ‐0.4 p.p
EBITDA 76 71 ‐7.0%
EBITDA margin 7.0% 6.3% ‐0.7 p.p
Depreciations & amortizations (1) ‐53 ‐43
EBIT 23 28 22.5%
Net financial Activity ‐21 ‐20
Other items (2) 0 0
EBT 1 8
Taxes 1 0
Direct results 2 8
Indirect results (3) ‐1 2
Net income 1 10
Minority interests 0 0
Net income group share 1 10

(1) Includes provisions, impairments, reversion of impairments and negative goodwill; (2) dividends; (3) Includes: (i) Sonae's Sierra indirect income contribution; (ii) the capital gain with ZON OPTIMUS merger; (iii) other asset provisions for possible future liabilities in non‐core and/ordiscontinued operations and (iv) non‐cash impairments for operational assets.

Consolidated Statement of Financial Position

Consolidated
statement
of
financial
position
Million
euros
1Q13 1Q14 y.o.y.
TOTAL
ASSETS
5,827 5,402 ‐7.3%
Non
current
assets
4,562 3,988 ‐12.6%
Tangible
and
intangible
assets
3,127 2,014 ‐35.6%
Goodwill 660 611 ‐7.5%
Investment
properties
0 1 159.2%
Other
investments
505 1,191 135.8%
Deferred
tax
assets
230 141 ‐38.8%
Others 39 30 ‐22.3%
Current
assets
1,265 1,414 11.8%
Stocks 514 566 10.0%
Trade
debtors
172 71 ‐58.5%
Liquidity 272 445 63.3%
Others 307 332 8.4%
SHAREHOLDERS'
FUNDS
1,597 1,703 6.6%
Equity
holders
1,251 1,533 22.5%
Attributable
to
minority
interests
346 170 ‐50.7%
LIABILITIES 4,230 3,700 ‐12.5%
Non‐current
liabilities
2,201 1,838 ‐16.5%
Bank
loans
561 503 ‐10.3%
Other
loans
1,310 1,102 ‐15.9%
Deferred
tax
liabilities
139 133 ‐4.3%
Provisions 113 46 ‐59.3%
Others 78 55 ‐29.5%
Current
liabilities
2,029 1,861 ‐8.2%
Bank
loans
187 176 ‐5.6%
Other
loans
329 177 ‐46.2%
Trade
creditors
898 869 ‐3.3%
Others 615 639 4.0%
SHAREHOLDERS'
FUNDS
+
LIABILITIES
5,827 5,402 ‐7.3%

Condensed consolidated financial statements

Condensed Consolidated Statement of Financial Position at 31 March 2014 and 2013 and at 31 December 2013

(Amounts expressed in euro)

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

ASSETS Notes 31 March 2014 31 March 2013 31 December
2013
NON-CURRENT ASSETS:
Tangible assets 9 1,809,084,990 2,571,103,128 1,827,164,403
Intangible assets 10 205,123,423 556,209,084 202,854,156
Investment properties 995,510 384,018 1,001,735
Goodwill 11 611,191,738 660,462,476 610,187,858
Investments in joint ventures and associates 6 1,160,129,240 450,621,333 1,144,792,015
Other investments 7 and 12 31,248,791 54,624,085 31,991,837
Deferred tax assets 15 140,505,184 229,644,374 123,159,864
Other non-current assets 13 30,112,262 38,770,932 31,970,613
Total Non-Current Assets 3,988,391,138 4,561,819,430 3,973,122,481
CURRENT ASSETS:
Inventories 565,557,251 513,937,327 588,949,862
Trade accounts receivable and other current assets 14 340,136,834 477,954,257 345,671,874
Investments 12 63,796,869 1,433,057 202,484,454
Cash and cash equivalents 16 444,611,261 270,950,238 366,308,918
Total Current Assets 1,414,102,215 1,264,274,879 1,503,415,108
Assets available for sale - 720,338 -
TOTAL ASSETS 5,402,493,353 5,826,814,647 5,476,537,589
EQUITY AND LIABILITIES
EQUITY:
Share capital 17 2,000,000,000 2,000,000,000 2,000,000,000
Own shares (131,168,834) (127,785,667) (126,945,388)
Reserves and retained earnings (346,438,390) (629,765,465) (628,248,537)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company 10,128,990 8,892,154 318,979,514
Equity attributable to the equity holders of the Parent Company 1,532,521,766 1,251,341,022 1,563,785,589
Equity attributable to non-controlling interests 18 170,236,375 345,624,305 344,325,829
TOTAL EQUITY 1,702,758,141 1,596,965,327 1,908,111,418
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 19 1,604,643,312 1,871,422,657 1,362,598,165
Other non-current liabilities 21 54,955,099 77,976,491 51,247,881
Deferred tax liabilities 15 132,901,708 138,863,995 121,095,969
Provisions 24 45,972,086 112,982,838 50,659,919
Total Non-Current Liabilities 1,838,472,205 2,201,245,981 1,585,601,934
CURRENT LIABILITIES:
Loans 19 353,288,024 515,850,445 233,938,741
Trade creditors and other current liabilities 23 1,505,141,882 1,508,447,738 1,746,056,989
Provisions 24 2,833,101 4,305,156 2,828,507
Total Current Liabilities 1,861,263,007 2,028,603,339 1,982,824,237
TOTAL LIABILITIES 3,699,735,212 4,229,849,320 3,568,426,171
TOTAL EQUITY AND LIABILITIES 5,402,493,353 5,826,814,647 5,476,537,589

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

Condensed Consolidated Income Statements for the periods ended 31 March 2014 and 2013

(Amounts expressed in euro)

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

Notes 31 March 2014 31 March 2013
Restated
(Note 4)
Sales 1,084,080,555 1,045,417,365
Services rendered 42,388,673 39,667,672
Investment income 571,555 (13,000)
Financial income 4,013,784 5,212,452
Other income 114,349,079 91,944,937
Cost of goods sold and materials consumed (867,486,519) (808,096,241)
Changes in stocks of finished goods and work in progress 104,784 24,013
External supplies and services (143,971,901) (142,817,954)
Staff costs (158,994,286) (153,537,016)
Depreciation and amortisation 9 and 10 (41,709,998) (48,900,467)
Provisions and impairment losses (544,076) (5,483,084)
Financial expense (21,887,352) (26,679,396)
Other expenses (11,517,490) (9,480,564)
Share of results of joint ventures and associated undertakings 6 10,720,694 5,880,936
Profit/(Loss) from continuing operations, before taxation 10,117,502 (6,860,347)
Taxation 27 106,939 1,022,084
Profit/(Loss) from continuing operations, after taxation 10,224,441 (5,838,263)
Profit/(Loss) from discontinuing operations, after taxation 4 - 22,246,063
Consolidated profit/(Loss) for the period 10,224,441 16,407,800
Attributable to equity holders of the Parent Company:
Continuing operations 10,128,990 (3,265,787)
Discontinuing operation - 12,157,941
10,128,990 8,892,154
Attributable to non-controlling interests
Continuing operations 95,451 (2,572,476)
Discontinuing operation - 10,088,122
18 95,451 7,515,646
Profit/(Loss) per share
From continuing operations
Basic 28 0.005394 (0.001744)
Diluted 28 0.005362 (0.001735)
From discontinuing operations
Basic 28 - 0.006491
Diluted 28 - 0.006459

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

Condensed Consolidated Statements of Comprehensive Income for the periods ended 31 March 2014 and 2013

(Amounts expressed in euro)

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

31 March 2014 31 March 2013
Net Profit / (Loss) for the period 10,224,441 16,407,800
Items that maybe reclassified subsequently to profirt or loss:
Exchange differences arising on translation of foreign operations 886,836 1,644,722
Participation in other comprehensive income (net of tax) related to
joint ventures and associated companies included in consolidation by
the equity method (Note 5)
4,616,531 (11,705,891)
Changes on fair value of available-for-sale financial assets (Note 6) 1,196,393 (6,370,132)
Changes in hedge and fair value reserves 725,229 1,998,251
Deferred tax related to changes in fair values reserves (220,503) (510,773)
Others (30,589) 56,126
Other comprehensive income for the period 7,173,897 (14,887,697)
Total comprehensive income for the period 17,398,338 1,520,103
Attributable to:
Equity holders of parent company 17,095,833 (3,647,179)
Non controlling interests 302,505 5,167,282

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

Condensed Consolidated Statements of Changes in Equity for the periods ended 31 March 2014 and 2013

(Amounts expressed in euro)

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

ibut
able
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1

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

Condensed Consolidated Statements of Cash Flows for the periods ended 31 March 2014 and 2013

(Amounts expressed in euro)

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

Notes 31 March 2014 31 March 2013
OPERATING ACTIVITIES
Net cash flow from operating activities (1) (212,293,886) (203,066,695)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 3,472,544 23,433,626
Tangible and intangible assets 20,293 1,314,910
Others 6,934,696 30,069,700
10,427,533 54,818,236
Cash payments arising from:
Investments (8,772,938) (13,544,971)
Tangible and intangible assets (49,494,150) (87,870,004)
Others (1,464,580) (3,810,378)
(59,731,668) (105,225,353)
Net cash used in investment activities (2) (49,304,135) (50,407,117)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 629,403,329 887,899,126
629,403,329 887,899,126
Cash payments arising from:
Loans obtained (304,283,411) (737,613,216)
Interest and similar charges (18,281,535) (26,493,275)
Dividends - (29,880)
Purchase of own shares (2,496,969) -
Others (645,566) (1,994,258)
(325,707,481) (766,130,629)
Net cash used in financing activities (3) 303,695,848 121,768,498
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 42,097,827 (131,705,314)
Effect of foreign exchange rate (208,436) (291,071)
Cash and cash equivalents at the beginning of the period 16 365,869,456 363,367,909
Cash and cash equivalents at the end of the period 16 408,175,719 231,953,666

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

SONAE, SGPS, SA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2014

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

(Amounts expressed in euro)

1 INTRODUCTION

A SONAE, SGPS, SA ("Sonae Holding") has its head-office at Lugar do Espido, Via Norte, Apartado 1011, 4470-909 Maia, Portugal, and is the parent company of a group of companies, as detailed in Notes 5 to 7 the Sonae Group ("Sonae"). Sonae's operations and operating segments are described in Note 30.

On 27 August 2013, the merger between Zon Multimédia – Serviços de Telecomunicações e Multimédia, SGPS, S.A. ('Zon') and Optimus SGPS, SA (Note 4) was completed. Accordingly, the telecommunications segment was classified, for disclosure purposes, as a discontinued operation

2 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31 December 2013.

2.1 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, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") 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 and subsidiaries, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for some financial instruments which are stated at fair value.

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

Up to the financial statements approval date, the following standards interpretations, some of which become mandatory during the year 2014, have been endorsed by the European Union:

With mandatory application in 2014: Effective Date (for
financial years
beginning on/after)
IFRS 10 - (Consolidated Financial Statements) 01 jan 2014
IFRS 11 - (Joint arrangements) 01 jan 2014
IFRS 12 - (Disclosures of Interests in Other Entities) 01 jan 2014
IAS 27 - (Separate Financial Statements – revised in 2011) 01 jan 2014
IAS 28 - (Investments in Associates and Joint Ventures) 01 jan 2014
Amendments to IFRS 10, IFRS 12 and IAS 27 (Investments Entities) 01 jan 2014
IAS 32 - Amendments (Offsetting Financial Assets and Financial Liabilities) 01 jan 2014
Amendments to IAS 36 (Recoverable amount disclosures for Non-Financial Assets) 01 jan 2014
Amendments to IAS 39 (Reformulation of Derivatives and continuation of Hedge Accounting) 01 jan 2014

No significant impacts are expected in the financial statements resulting from the adoption of these standards during 2014, namely because the Group has amended the measurement of investments in jointly controlled entities by applying the equity method.

The following standards, interpretations, amendments and revisions have been at the date of approval of these financial statements, approved (endorsed) by the European Union, whose application is mandatory in future financial years:

Effective Date (for
financial years
beginning on/after)
At a date to be
appointed
At a date to be
appointed
01 jan 2016
01 jul 2014
Improvements to International Financial Reporting Standards (2010-2012 cycle and 2011-2013 cycle)
01 jul 2014
01 jan 2014

The Group is to assess the impact of these changes and will apply these standards in the year in which they become effective.

3 CHANGES IN ACCOUNTING POLICIES

During the period it was adopted a set of accounting standards, interpretations, amendments and revisions issued in previous periods and whose implementation became mandatory after 1st January 2014 as disclosed in Note 2 and which didn't have any significant impacts on the financial statements as at 31 March 2014.

4 DISCONTINUING OPERATIONS

On 27 August 2013, as a result of the incorporation by merger of Optimus SGPS in Zon, the telecommunications segment (Optimus SGPS, Optimus SA, Be Artis, Be Towering, Sontária and Permar) was classified, for presentation purposes, as a discontinuing operation. As set by IFRS 5, changes were made in the consolidated profit and loss statements for the period ended at 31 March 2013, in order to disclose a single caption ('Net income/(loss) for the year of discontinuing operations') related to net income/(loss) of discontinuing operations.

The detail of discontinuing operations in the income statement can be analyzed as follows:

31 March Restated 2013
(Amounts expressed in euro) Published Discontinuing
operations
Restated
Sales 1,050,509,559 5,092,194 1,045,417,365
Services rendered 198,467,084 158,799,412 39,667,672
Investment income (13,000) - (13,000)
Financial income 6,074,961 862,509 5,212,452
Other income 93,922,111 1,977,174 91,944,937
Cost of goods sold and materials consumed (815,247,541) (7,151,300) (808,096,241)
Changes in stocks of finished goods and work in progress 24,013 - 24,013
External supplies and services (222,343,805) (79,525,851) (142,817,954)
Staff costs (165,546,147) (12,009,131) (153,537,016)
Depreciation and amortisation (82,629,681) (33,729,214) (48,900,467)
Provisions and impairment losses (9,405,911) (3,922,827) (5,483,084)
Financial expense (27,588,357) (908,961) (26,679,396)
Other expenses (13,460,335) (3,979,771) (9,480,564)
Share of results of joint ventures and associated undertakings 5,880,936 - 5,880,936
Profit/(Loss) from continuing operations, before taxation 18,643,887 25,504,234 (6,860,347)
Taxation (2,236,087) (3,258,171) 1,022,084
Profit/(Loss) from continuing operations, after taxation 16,407,800 22,246,063 (5,838,263)
Profit/(Loss) from discontinuing operations, after taxation - (22,246,063) 22,246,063
Consolidated profit/(Loss) for the period 16,407,800 - 16,407,800
Attributable to equity holders of the Parent Company: 8,892,154 - 8,892,154
Attributable to non-controlling interests 7,515,646 - 7,515,646

5 GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of share capital held by Sonae as at 31 March 2014 and 31 December 2013 are as follows:

Percentage of capital held
31 March 2014 31 December 2013
Company Head Office Direct Total* Direct Total*
Sonae - SGPS, S.A. Maia HOLDING HOLDIN
G
HOLDING HOLDIN
G
Retail
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%
BB Food Service, 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%
Bom Momento - Restauração, SA a) Maia 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%
Contibomba - Comércio e Distribuição de
Combustíveis, SA
a) Matosinhos 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%
Continente Hipermercados, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Cumulativa - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Discovery Sports, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Farmácia Selecção, 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%
Fozimo - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fozmassimo - Sociedade Imobiliária, SA a) Matosinhos - - 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado
Imosede
a) Maia 74.15% 74.15% 74.15% 74.15%
Fundo de Investimento Imobiliário Imosonae Dois a) Maia 99.21% 99.21% 99.48% 99.48%
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%
Imoconti - 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%
Infofield - Informática, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Marcas MC, zRT a) Budapest
(Hungary)
100.00% 100.00% 100.00% 100.00%
MJLF - Empreendimentos Imobiliários, SA a) Maia 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%
Modelo Continente Hipermercados, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Modelo Continente International Trade, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Modelo.com - Vendas p/Correspond., SA a) Maia 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%
Predicomercial - Promoção Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
2) Predilugar – Sociedade Imobiliária, SA a) Maia 100.00% 100.00% - -
SDSR – Sports Division SR, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
SDSR – Sports Division 2, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Selifa - Empreendimentos Imobiliários de Fafe, SA a) Maia 100.00% 100.00% 100.00% 100.00%
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%
SIAL Participações, Ltda a) São Paulo (Brazil) 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%
Soflorin, BV a) Amsterdam
(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 Center Serviços II, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonae Investimentos, SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae MC – Modelo Continente SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonae Retalho España - Servicios Generales, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sonaegest-Soc.Gest.Fundos Investimentos, SA a) Maia 100.00% 90.00% 100.00% 90.00%
Sonaerp - Retail Properties, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sport Zone Canárias, SL a) Tenerife (Spain) 51.00% 51.00% 51.00% 51.00%
Sonae Specialized Retail, SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonvecap, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sport Zone España - Comércio de Articulos de
Deporte, SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sport Zone spor malz.per.satis ith.ve tic.ltd.sti a) Istambul (Turkey) 100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de
Canaveses
92.76% 92.76% 92.76% 92.76%
Tlantic, BV a) Amsterdam
(Netherlands)
77.66% 77.66% 77.66% 77.66%
Tlantic Portugal - Sistemas de Informação, SA a) Maia 77.66% 77.66% 77.66% 77.66%
Tlantic Sistemas de Informação, Ltda a) Porto Alegre
(Brazil)
77.66% 77.66% 77.66% 77.66%
Valor N, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
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%
Worten Canárias, SL a) Tenerife (Spain) 51.00% 51.00% 51.00% 51.00%
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 (Turkey) 100.00% 100.00% 100.00% 100.00%
ZYEvolution-Invest.Desenv., SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Investment Management
ADD Avaliações Engenharia de Avaliações e
Perícias, Ltda
a) Brazil 100.00% 50.00% 100.00% 50.00%
Cape Tecnologies Limited a) Dublin (Ireland) 100.00% 89.40% 100.00% 75.07%
Digitmarket - Sistemas de Informação, SA a) Maia 75.10% 67.14% 75.10% 56.37%
Herco Consultoria de Risco e Corretora de Seguros,
Ltda
a) Brazil 100.00% 50.01% 100.00% 50.01%
Herco Consultoria de Risco, SA a) Maia 100.00% 50.01% 100.00% 50.01%
HighDome PCC Limited a) Malta 100.00% 50.01% 100.00% 50.01%
Larim Corretora de Resseguros Ltda a) Brazil 99.99% 50.01% 99.99% 50.01%
Lazam/mds Correctora Ltda a) Brazil 100.00% 50.01% 100.00% 50.01%
Lugares Virtuais, SA a) Maia 100.00% 89.40% 100.00% 75.07%
Mainroad – Serviços em Tecnologias de
Informação, S.A.
a) Maia 100.00% 89.40% 100.00% 75.07%
MDS - Corretor de Seguros, SA a) Porto 100.00% 50.01% 100.00% 50.01%
MDS Affinity-Sociedade de Mediação Lda a) Porto 100.00% 50.01% 100.00% 50.01%
MDS África, SGPS, SA a) Porto 100.00% 50.01% 100.00% 50.01%
MDS Auto - Mediação de Seguros, SA a) Porto 50.01% 25.01% 50.01% 25.01%
Mds Knowledge Centre, Unipessoal, Lda a) Lisbon 100.00% 50.01% 100.00% 50.01%
MDS Malta Holding Limited a) Malta 100.00% 50.01% 100.00% 50.01%
MDS, SGPS, SA a) Maia 50.01% 50.01% 50.01% 50.01%
Miauger - Org. Gestão Leilões Electrónicos, SA
Modelo - Distribuição de Materiais de Construção,
a)
b)
Maia
Maia
100.00%
50.00%
89.40%
50.00%
100.00%
50.00%
75.07%
50.00%
SA
PCJ-Público, Comunicação e Jornalismo, SA
a) Maia 100.00% 89.40% 100.00% 75.07%
Praesidium Services Limited a) Berkshire (U.K.) 100.00% 89.40% 100.00% 75.07%
Público - Comunicação Social, SA a) Porto 100.00% 89.40% 100.00% 75.07%
RSI Corretora de Seguros, Ltda a) Brazil 100.00% 50.01% 100.00% 50.01%
Saphety – Transacciones Electronicas SAS a) Bogota
(Colombia)
86.99% 77.77% 86.99% 65.30%
Saphety Brasil Transações Eletrônicas Lda a) São Paulo
(Brazil)
86.99% 77.77% 86.99% 65.30%
Saphety Level - Trusted Services, SA a) Maia 86.99% 77.77% 86.99% 65.30%
Sonaecom – Serviços Partilhados, SGPS, SA a) Maia 100.00% 89.40% 100.00% 75.07%
Sonaecom - Sistemas de Informação, SGPS, SA a) Maia 100.00% 89.40% 100.00% 75.07%
Sonaecom - Sistemas de Información España, SL a) Madrid 100.00% 89.40% 100.00% 75.07%
Sonaecom BV a) Amsterdam
(Netherlands)
100.00% 89.40% 100.00% 75.07%
Sonaecom, SGPS, SA a) Maia 89.59% 89.40% 75.44% 75.07%
Sonaetelecom, BV a) Amsterdam
(Netherlands)
100.00% 89.40% 100.00% 75.07%
Tecnológica Telecomunicações, Ltda a) Rio de Janeiro
(Brazil)
99.99% 89.31% 99.99% 74.99%
We Do Brasil Soluções Informáticas, Ltda a) Rio de Janeiro
(Brazil)
99.91% 89.31% 99.91% 74.99%
We Do Consulting - Sistemas de Informação, SA a) Maia 100.00% 89.40% 100.00% 75.07%
We Do Poland Sp.Z.o.o. a) Posnan (Poland) 100.00% 89.40% 100.00% 75.07%
We Do Technologies (UK) Limited a) Berkshire (U.K.) 100.00% 89.40% 100.00% 75.07%
We Do Tecnologies Americas, Inc. a) Delaware
(USA)
100.00% 89.40% 100.00% 75.07%
We Do Technologies Australia PTY Limited a) Sidney (Australia) 100.00% 89.40% 100.00% 75.07%
We Do Technologies Egypt Limited Liability
Company
a) Cairo (Egypt) 100.00% 89.40% 100.00% 75.07%
We Do Technologies Mexico S. de RL a) México City 100.00% 89.40% 100.00% 75.07%
We Do Technologies Panamá SA a) Panamá City 100.00% 89.40% 100.00% 75.07%
We Do Technologies Singapore PTE. LDT a) Singapore 100.00% 89.40% 100.00% 75.07%
We Do Tecnologies BV a) Amsterdam
(Netherlands)
100.00% 89.40% 100.00% 75.07%
Others
Libra Serviços, Lda a) Funchal 100.00% 100.00% 100.00% 100.00%
Sonae Investments, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%
Sonae RE, SA a) Luxembourg 99.92% 99.92% 99.92% 99.92%
Sonaecenter Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sontel, BV a) Amsterdam
(Netherlands)
100.00% 100.00% 100.00% 100.00%

*the percentage of ownership total represents the total direct and indirect percentage on the share capital held by the Group.

  • a) Control held by majority of voting rights;
  • b) Control held by Management control;
  • 1) Company disposal during the period;
  • 2) Company created during the period;
  • 3) Company liquidated during the period.

These entities are consolidated using the full consolidation method.

6 JOINTLY CONTROLLED ENTITIES AND ASSOCIATED COMPANIES

Jointly controlled entities and associated companies included in the consolidated financial statements, their head offices and the percentage of share capital held by Sonae as at 31 March 2014 and 31 December 2013 are as follows:

6.1 Jointly Controlled Entities

Percentage of share capital held
31 March 2014 31 December 2013
Company Head Office Direct Total* Direct Total*
Shopping Centres
3shoppings - Holding, SGPS, SA Maia 100.00% 25.05% 100.00% 25.05%
8ª avenida Centro Comercial, SA Maia 100.00% 23.75% 100.00% 23.75%
Adlands BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
Aegean Park, SA Athens(Greece) 100.00% 25.00% 100.00% 25.00%
ALBCC – Albufeirashopping – Centro Comercial, SA Maia 50.00% 11.88% 50.00% 11.88%
ALEXA Administration GmbH Berlin (Germany) 100.00% 25.00% 100.00% 25.00%
ALEXA Holding GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
ALEXA Shopping Centre GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Algarveshopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
ARP Alverca Retail Park, SA Maia 100.00% 50.00% 50.00% 25.00%
Arrábidashopping - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Avenida M-40, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Beralands BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Campo Limpo Lda S. Paulo (Brazil) 20.00% 3.33% 20.00% 3.33%
Cascaishopping - Centro Comercial, SA Maia 50.00% 28.62% 50.00% 28.62%
Cascaishopping Holding I, SGPS, SA Maia 100.00% 28.62% 100.00% 28.62%
CCCB Caldas da Rainha - Centro Comercial,SA Maia 100.00% 50.00% 100.00% 50.00%
Centro Colombo - Centro Comercial, SA Maia 100.00% 12.53% 100.00% 12.53%
Centro Vasco da Gama - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Coimbrashopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
Colombo Towers Holding, BV The Hague
( Netherlands)
50.00% 25.00% 50.00% 25.00%
Craiova Mall BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Dortmund Tower GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Dos Mares - Shopping Centre, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Dos Mares - Shopping Centre, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Estação Viana - Centro Comercial, SA Viana do Castelo 100.00% 25.05% 100.00% 25.05%
Freccia Rossa - Shopping Centre, Srl Milan (Italy) 50.00% 25.00% 50.00% 25.00%
Fundo de Investimento Imobiliário Parque Dom Pedro
Shopping Center (FundII)
São Paulo (Brazil) 50.00% 10.34% 50.00% 10.34%
Fundo de Investimento Imobiliário Shopping Parque Dom
Pedro Shopping
São Paulo (Brazil) 87.61% 15.78% 87.61% 15.78%
Gaiashopping I - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Gaiashopping II - Centro Comercial, SA Maia 100.00% 12.53% 100.00% 12.53%
Gli Orsi Shopping Centre 1, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Guimarãeshopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
Harvey Dos Iberica, SL Madrid (Spain) 50.00% 12.53% 50.00% 12.53%
Iberian Assets, SA Madrid (Spain) 49.78% 12.47% 49.78% 12.47%
Inparsa - Gestão de Galeria Comerc., SA Maia 100.00% 50.00% 100.00% 50.00%
Ioannina Development of Shopping Centres, SA Athens(Greece) 100.00% 50.00% 100.00% 50.00%
La Farga - Shopping Centre, SL Madrid (Spain) 100.00% 12.48% 100.00% 12.48%
Land Retail, BV Amsterdam
(Netherlands)
100.00% 32.19% 100.00% 32.19%
Larissa Development of Shopping Centres, SA Athens(Greece) 100.00% 25.00% 100.00% 25.00%
LCC – Leiriashopping – Centro Comercial, SA Maia 100.00% 23.75% 100.00% 23.75%
Le Terrazze – Shopping Centre 1, Srl Milan (Italy) 50.00% 25.00% 50.00% 25.00%
Loop 5 - Shopping Centre Gmbh Dusseldorf (Germany) 50.00% 25.00% 50.00% 25.00%
Loureshopping – Centro Comercial, SA Maia 50.00% 11.88% 50.00% 11.88%
Luz del Tajo - Centro Comercial, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Luz del Tajo, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Madeirashopping - Centro Comercial, SA Funchal (Madeira) 50.00% 12.53% 50.00% 12.53%
Maiashopping - Centro Comercial, SA Maia 100.00% 25.05% 100.00% 25.05%
Münster Arkaden, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Norte Shopping Retail and Leisure Centre, BV Amsterdam
(Netherlands)
50.00% 12.53% 50.00% 12.53%
Norteshopping - Centro Comercial, SA Maia 100.00% 12.53% 100.00% 12.53%
Pantheon Plaza BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
Paracentro - Gestão de Galerias Comerciais, SA Maia 100.00% 50.00% 100.00% 50.00%
Park Avenue Developement of Shopping Centers, SA Athens(Greece) 100.00% 25.00% 100.00% 25.00%
Parklake Shopping, Srl Bucharest (Romania) 50.00% 25.00% 50.00% 25.00%
Parque Atlântico Shopping - Centro Comercial SA Ponta Delgada
(Azores)
50.00% 12.53% 50.00% 12.53%
Parque D. Pedro 1, BV Sarl Luxembourg 100.00% 25.00% 100.00% 25.00%
Parque de Famalicão - Empreendimentos Imobiliários, SA Maia 100.00% 50.00% 100.00% 50.00%
Pátio Boavista Shopping, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Campinas Shopping, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Goiânia Shopping, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Londrina Empreendimentos e Participações, Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio São Bernardo Shopping Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Pátio Sertório Shopping Ltda São Paulo (Brasil) 100.00% 16.66% 100.00% 16.66%
Pátio Uberlândia Shopping Ltda São Paulo (Brasil) 100.00% 16.66% 100.00% 16.66%
Plaza Eboli - Centro Comercial, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Plaza Mayor Parque de Ócio, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Plaza Mayor Parque de Ócio, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
Plaza Mayor Shopping, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Plaza Mayor Shopping, SA Madrid (Spain) 100.00% 25.05% 100.00% 25.05%
PORTCC – Portimãoshopping – Centro Comercial, SA Maia 50.00% 11.88% 50.00% 11.88%
Project SC 1, BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
Project Sierra 10 BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 11, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 12, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 2, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra 6, BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
Project Sierra 8 BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Project Sierra Four Srl Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
Project Sierra Germany 2 (two), Shopping Centre GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Project Sierra Germany 3 (three), Shopping Centre,
GmbH
Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Project Sierra Germany 4 (four), Shopping Centre, GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Project Sierra Italy 2 - Development of Shopping Centres,
Srl
Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 1, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 2 - Centro Comercial, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 2, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 3, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Project Sierra Spain 7 - Centro Comercial, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Project Sierra Two Srl Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
Rio Sul – Centro Comercial, SA Lisbon 50.00% 11.88% 50.00% 11.88%
River Plaza BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
River Plaza Mall, Srl Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
S.C. Microcom Doi Srl Bucharest (Romania) 100.00% 50.00% 100.00% 50.00%
SC Aegean, BV Amsterdam
(Netherlands)
50.00% 25.00% 50.00% 25.00%
SC Mediterranean Cosmos, BV Amsterdam
(Netherlands)
50.00% 12.53% 50.00% 12.53%
Serra Shopping – Centro Comercial, SA Covilhã 50.00% 11.88% 50.00% 11.88%
Shopping Centre Colombo Holding, BV Amsterdam
(Netherlands)
50.00% 12.53% 50.00% 12.53%
Shopping Centre Parque Principado, BV Amsterdam
(Netherlands)
100.00% 25.05% 100.00% 25.05%
Sierra Asia Limited Hong Kong 100.00% 50.00% 100.00% 50.00%
Sierra Berlin Holding BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Brazil 1, BV Amsterdam
(Netherlands)
100.00% 25.00% 100.00% 25.00%
Sierra Central, S.A.S. Santiago de
Cali(Colombia)
50.00% 25.00% 50.00% 25.00%
Sierra Cevital Shopping Center, Spa Argelia 49.00% 24.50% 49.00% 24.50%
Sierra Corporate Services Holland, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Developments Holding, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Developments, SGPS, SA Maia 100.00% 50.00% 100.00% 50.00%
Sierra European Retail Real Estate Assets Holdings, BV Amsterdam
(Netherlands)
50.10% 25.05% 50.10% 25.05%
Sierra Germany GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Sierra GP, Limited Guernesey (U.K.) 100.00% 50.00% 100.00% 50.00%
Sierra Greece, SA Athens(Greece) 100.00% 50.00% 100.00% 50.00%
Sierra Investimentos Brasil Ltda São Paulo (Brazil) 100.00% 16.66% 100.00% 16.66%
Sierra Investments (Holland) 1, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments (Holland) 2, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments Holding, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Investments SGPS, SA Maia 100.00% 50.00% 100.00% 50.00%
1) Sierra Italy Holding, BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Italy, Srl Milan (Italy) 100.00% 50.00% 100.00% 50.00%
Sierra Management, SGPS, SA Maia 100.00% 50.00% 100.00% 50.00%
Sierra Portugal, SA Lisbon 100.00% 50.00% 100.00% 50.00%
Sierra Project Nürnberg BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Property Management Greece, SA Athens(Greece) 100.00% 50.00% 100.00% 50.00%
Sierra Real Estate Greece BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Reval Gayrimenkul Yönetim Pazarlama ve
Danı manlık A. .
Istambul
(Turkey)
50.00% 25.00% 50.00% 25.00%
Sierra Services Holland 2 BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Sierra Solingen Holding GmbH Dusseldorf (Germany) 100.00% 50.00% 100.00% 50.00%
Sierra Spain – Shopping Centers Services, SL Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Sierra Spain 2 Services, SA Madrid (Spain) 100.00% 50.00% 100.00% 50.00%
Sierra Zenata Project B.V Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Solingen Shopping Center GmbH Dusseldorf (Germany) 50.00% 25.00% 50.00% 25.00%
Sonae Sierra Brasil, SA São Paulo (Brazil) 66.65% 16.66% 66.65% 16.66%
Sonae Sierra Brazil, BV Sarl Luxembourg 50.00% 25.00% 50.00% 25.00%
Sonae Sierra, SGPS, SA Maia 50.00% 50.00% 50.00% 50.00%
SPF - Sierra Portugal Luxembourg 100.00% 50.00% 100.00% 50.00%
SPF - Sierra Portugal Real Estate, Sarl Luxembourg 47.50% 23.75% 47.50% 23.75%
Torre Ocidente - Imobiliária, SA Maia 50.00% 12.50% 50.00% 12.50%
Unishopping Consultoria Imobiliária, Ltda São Paulo (Brazil) 99.98% 16.66% 99.98% 16.66%
Via Catarina - Centro Comercial, SA Maia 50.00% 12.53% 50.00% 12.53%
Vuelta Omega, S.L. Madrid (Spain) 100.00% 12.53% 100.00% 12.53%
Weiterstadt Shopping BV Amsterdam
(Netherlands)
100.00% 50.00% 100.00% 50.00%
Zubiarte Inversiones Inmobiliarias, SA Madrid (Spain) 49.83% 12.48% 49.83% 12.48%

Telecommunications

ZOPT, SGPS, SA Porto 50.00% 44.70% 50.00% 37.54%
Investment Management
Equador & Mendes - Agência de Viagens e Turismo, Lda Lisbon 50.00% 37.50% 50.00% 37.50%
Infosystems – Sociedade de Sistemas de Informação,
S.A.
Luanda (Angola) 50.00% 44.70% 50.00% 37.54%
Movimentos Viagens - Viagens e Turismo, Sociedade
Unipessoal, Lda
Lisbon 50.00% 50.00% 50.00% 50.00%
Nova Equador Internacional, Agência de Viagens e
Turismo, Lda
Lisbon 50.00% 50.00% 50.00% 50.00%
Nova Equador P.C.O. e Eventos, Sociedade Unipessoal,
Lda
Lisbon 50.00% 50.00% 50.00% 50.00%
Raso SGPS, SA Lisbon 50.00% 50.00% 50.00% 50.00%
Raso - Viagens e Turismo, SA Lisbon 50.00% 50.00% 50.00% 50.00%
SIRS – Sociedade Independente de Radiodifusão Sonora,
SA
Porto 45.00% 40.23% 45.00% 33.78%
SSI Angola, S.A. Luanda (Angola) 100.00% 44.70% 100.00% 37.54%
Unipress - Centro Gráfico, Lda Vila Nova de Gaia 50.00% 44.70% 50.00% 37.54%
Viagens y Turismo de Geotur España, S.L. Madrid (Spain) 50.00% 50.00% 50.00% 50.00%

* the percentage of total ownership represents the total direct and indirect percentage on the share capital held by the Group.

1) Company liquidated during the period;

6.2 Associated Companies

Percentage of share capital held
31 March 2014 31 dezembro 2013
Company Head Office Direct Total* Direct Total*
Retail
Sempre a Postos - Produtos Alimentares e Utilidades, Lda Lisbon 25.00% 25.00% 25.00% 25.00%
1) Mundo Vip – Operadores Turísticos, SA Lisbon - - 33.34% 33.34%

* the percentage of ownership total represents the total direct and indirect percentage on the share capital held by the Group.

1) Associated Company liquidated during the period;

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

The book value of investments in jointly controlled entities and associated companies can be presented as follows:

COMPANY 31 Mar 2014 31 Dec 2013
Shopping Centres
Sonae Sierra SGPS, SA (consolidated)
440,206,698 427,254,900
Telecommunications
ZOPT, SGPS, S.A.
712,018,352 709,606,944
Investment Management
Raso SGPS, SA (consolidado)
Unipress - Centro Gráfico, Lda
Infosystems – Sociedade de Sistemas de Informação, S.A.
SIRS - Sociedade Independente de Radiodifusão Sonora, SA
SSI Angola, SA
5,921,234
1,135,691
-
-
-
6,147,367
882,859
-
-
-
Investments in joint ventures 1,159,281,975 1,143,892,070
Retail
Sempre a Postos - Produtos Alimentares e Utilidades, Lda
Mundo Vip - Operadores Turísticos, SA
847,265
-
-
899,945
-
-
Investment in associated companies 847,265 899,945
Total 1,160,129,240 1,144,792,015

The aggregated values of main financial indicators of joint controlled companies are as follows:

31 Mar 2014 31 Dec 2013
Joint ventures Assets Liabilities Equity Assets Liabilities Equity
Investment Management 72,610,587 44,361,755 28,248,832 67,413,721 38,709,241 28,704,480
Shopping Centres b) 3,372,292,741 2,051,653,025 1,320,639,716 3,340,574,090 2,051,816,569 1,288,757,521
Telecommunications a)b) 4,330,397,350 1,809,112,730 2,521,284,620 4,413,649,000 1,902,694,000 2,510,955,000
TOTAL 7,775,300,678 3,905,127,511 3,870,173,167 7,821,636,811 3,993,219,810 3,828,417,001
31 Mar 2014 31 Mar 2013
Joint ventures Income Expenses Net Profit Income Expenses Net Profit
Investment Management 11,207,059 11,662,707 (455,648) 12,581,308 13,386,375 (805,067)
Shopping Centres b) 92,583,805 72,453,268 20,130,537 98,414,184 75,482,331 22,931,853
Telecommunications a)b) 342,247,660 321,617,730 20,629,930 - - -
TOTAL 446,038,524 405,733,705 40,304,820 110,995,492 88,868,706 22,126,786

a) The increase from 2013 to 2014 follows the consolidation of Zopt group by the equity method ;

b) Disclosed values are relative to the consolidated accounts of Sonae Sierra and Zopt

.The aggregated values of main financial indicators of associated companies can be summarized as follows:

31 Mar 2014 31 Dec 2013
Associated companies Assets Liabilities Equity Assets Liabilities Equity
Retail 11,283,979 10,479,924 804,055 12,140,682 11,125,907 1,014,775
Investment Management 4,873,532 4,021,097 852,435 5,046,859 4,269,761 777,098
TOTAL 16,157,511 14,501,021 1,656,490 17,187,541 15,395,668 1,791,873
31 Mar 2014 31 Mar 2013
Associated companies Income Expenses Net Profit Income Expenses Net Profit
Retail 13,114,332 13,375,259 (260,927) 13,561,500 13,288,834 272,666
Investment Management 967,726 892,390 75,336 1,080,661 903,010 177,651
TOTAL 14,082,058 14,267,649 (185,591) 14,642,161 14,191,844 450,317

During the period ended at 31 March 2014 and 2013, movements in investments in joint ventures and associated companies are as follows:

31 Mar 2014 31 Mar 2013
Joinr ventures and associated companies Proportion on
equity
Goodwill Total
investment
Proportion on
equity
Goodwill Total
investment
Initial balance as at January,1
Equity method
1,067,537,011 77,255,004 1,144,792,015 379,191,284 77,255,004 456,446,288
Gains or losses in joint controlled and
associated companies
10,720,694 - 10,720,694 5,880,936 - 5,880,936
Effect in equity capital and non-controlling
interests
4,616,531 - 4,616,531 (11,705,891) - (11,705,891)
1,082,874,236 77,255,004 1,160,129,240 373,366,329 77,255,004 450,621,333

The effect on equity is mainly the result of currency translation figures of companies with a functional currencies different form euro.

7 OTHER NON – CURRENT INVESTMENTS

The caption other non-current investments, their head offices, percentage of share capital held and book value as at 31 March 2014 and December 2013, are as follows:

Percentage of share capital held
31 Mar 2014 31 Dec 2013 Statment of financial position
Company Head Office Direct Total Direct Total 31 Mar 2014 31 Dec 2013
Retail
Dispar - Distrib. de Participações, SGPS, SA Lisbon 7.14% 7.14% 7.14% 7.14% 9,976 9,976
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 748,197 748,197
Investment Management
Lusa - Agên. de Notícias de Portugal, SA Lisbon 1.38% 0.75% 1.38% 0.75% 197,344 97,344
Cooper Gay Swett & Crawford ltd London 9.72% 4.86% 9.72% 4.86% 15,468,095 15,468,095
Other investments 14,825,179 15,668,225
Total (Note 12) 31,248,791 31,991,837

On 31 March 2014, are included in "Other Investments", among others 12.512.785 euro (12.512.681 euro as at 31 December 2013) related to deposited amounts on an Escrow Account which is invested in investment funds with superior rating and guarantees contractual liabilities assumed in the disposal of a Brazil Retail business and for which provisions were recorded in the applicable situations (Note 24).

Although in accordance with the deadlines contractually established, the Escrow Account should have already been released by the buyer, that didn't happen as there are some points of disagreement on the use of the Escrow Account, namely as whether or not, to retain the Escrow Account for on-going fiscal procedures that have not yet been decided (Note 25). It is the understanding of the Board of Directors, based on legal opinions of Brazilian and Portuguese lawyers that the reason attends to Sonae.

Financial investment in Cooper Gay Sweet & Crawford Ltd was remeasured to fair value at 31 December 2013. The valuation of this investment was performed on a binding acquisition proposal received from an unrelated entity and knowledgeable entity of the sector in the last quarter of 2013, which was not considered appropriate by the board of directors of the company.

8 CHANGES IN CONSOLIDATION PERIMETER

In January 2014, the Group sold its subsidiary Fozmassimo - Real Estate Company SA to an external entity. The impact on the financial statements can be analyzed as follows:

On the date of
disposal
Net assets
Tangible and intangible assets (Note 9 and 10) 2,777,380
Other assets 23,820
Cash and cash equivalents 14,771
Deferred tax liabilities (77,521)
Other liabilities (62,509)
2,675,941
Profit in disposal 297,373
Consideration received 2,973,313
Effective cash payment received 2,973,313
Future cash receivements -
2,973,313
Net cash-flow arising from disposal
Effective cash payment received 2,973,313
Cash and cash equivalents disposed (14,771)
2,958,542
On the date of
disposal
Sales 200,406
Other income 2,329
Other expenses (109,011)
Net financial expenses 61,418
Profit/(Loss) before taxation 155,142
Profit/(Loss) before taxation (35,122)
Profit/(Loss) after taxation 120,020

9 TANGIBLE ASSETS

During the three months periods ended as at 31 March 2014 and 2013, movements in tangible assets as well as depreciation and accumulated impairment losses are made up as follows:

Tangible assets
Tangible Total
Land and Plant and Assets Tangible
Buildings Machinery Others in progress Assets
Gross assets:
Opening balance as at 1 January 2014 1,659,329,823 1,248,692,623 176,539,371 31,848,923 3,116,410,740
Investment 576,820 334,001 189,993 20,646,999 21,747,813
Disposals 1,132,659 (12,443,094) (1,207,309) (190,127) (12,707,871)
Disposals of subsidiaries (Note 8) (2,758,249) (397,643) (3,492) - (3,159,384)
Exchange rate effect 14,997 57,435 147,975 52 220,459
Transfers 3,332,049 13,827,527 3,553,627 (21,319,661) (606,458)
Closing balance as at 31 March 2014 1,661,628,099 1,250,070,849 179,220,165 30,986,186 3,121,905,299
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2014 409,943,585 737,980,900 141,321,852 - 1,289,246,337
Depreciation and impairment losses of the period 6,414,563 25,117,044 3,451,423 - 34,983,030
Disposals 1,127,050 (10,866,718) (1,135,828) - (10,875,496)
Disposals of subsidiaries (Note 8) (210,643) (168,610) (3,492) - (382,745)
Exchange rate effect 7,768 46,550 101,683 - 156,001
Transfers - (101,973) (204,845) - (306,818)
Closing balance as at 31 March 2014 417,282,323 752,007,193 143,530,793 - 1,312,820,309
Carrying amount as at 31 March 2014 1,244,345,776 498,063,656 35,689,372 30,986,186 1,809,084,990
Tangible assets
Tangible Total
Land and Plant and Assets Tangible
Buildings Machinery Others in progress Assets
Gross assets:
Opening balance as at 1 January 2013 1,944,250,596 2,269,285,934 392,604,946 52,690,950 4,658,832,426
Investment 500,466 1,307,571 4,675,008 23,908,579 30,391,624
Disposals (59,410) (8,745,431) (1,369,224) (251,051) (10,425,116)
Exchange rate effect 24,282 82,976 243,430 18,751 369,439
Transfers 1,608,312 25,469,309 1,399,975 (30,099,241) (1,621,645)
Closing balance as at 31 March 2013 1,946,324,246 2,287,400,359 397,554,135 46,267,988 4,677,546,728
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2013 448,370,593 1,274,180,207 333,171,848 - 2,055,722,648
Depreciation and impairment losses of the period 8,739,605 44,644,554 8,376,750 - 61,760,909
Disposals (48,418) (8,197,472) (1,279,395) - (9,525,285)
Exchange rate effect 7,786 51,784 151,345 - 210,915
Transfers (8,469) (736,124) (980,994) - (1,725,587)
Closing balance as at 31 March 2013 457,061,097 1,309,942,949 339,439,554 - 2,106,443,600
- - - - -
Carrying amount as at 31 March 2013 1,489,263,149 977,457,410 58,114,581 46,267,988 2,571,103,128

The investment during the period ended at 31 March 2014 and 2013 includes:

  • approximately 21 million euro (16 million euro in 2013) of assets acquisition primarily associated with the opening and remodelling of stores of Sonae retail operating segments;

  • approximately 9.2 million euro in 2013 of assets acquisition associated with the UMTS operation (Universal Mobile Telecommunications Service), HSDPA (Kanguru Express), GSM (Global Standard for Mobile Communications), GPRS (General Packet Radio Service), FTTH (Fibre-to-the-Home) and LTE (Long Term Evolution). As at 27 August 2013, following the merger of Zon Optimus, the telecommunications business, including the above assets, was derecognized (Note 4).

Major amounts included under the caption "Tangible assets in progress" refer to the following projects:

31 Mar 2014 31 Mar 2013
Refurbishment and expansion of stores in the retail businesses located in Portugal 17,783,923 18,914,579
Refurbishment and expansion of stores in the retail businesses located in Spain 1,178,038 354,685
Projects of "Continente" stores for which advance payments were made 11,532,499 8,274,617
Deployment of fixed and mobile network - 14,833,294
Others 491,726 3,890,813
30,986,186 46,267,988

The variation observed in caption "Deployment of fixed and mobile network" due to the derecognition of assets related to the telecommunications sector in 2013.

The caption "depreciation and impairment losses of the period' in March 2013 included approximately 33.7 million euro that were reclassified to discontinued operations in the income statement (Note 4).

10 INTANGIBLE ASSETS

During the three month period ended at 31 March 2014 and 2013, movements in intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:

Intangible assets
Patents and other Intangible
assets
Total
Intangible
similar rights Others in progress Assets
Gross assets:
Opening balance as at 1 January 2014 115,657,930 273,625,596 29,084,967 418,368,493
Investment 5,960 202,525 8,319,595 8,528,080
Disposals (211,336) (22,970) (45,815) (280,121)
Disposals of subsidiaries (Note 8) (741) - - (741)
Exchange rate effect 6,202 1,192,247 (1,622) 1,196,827
Transfers 77,848 9,253,278 (9,504,242) (173,116)
Closing balance as at 31 March 2014 115,535,863 284,250,676 27,852,883 427,639,422
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2014 32,462,492 183,051,845 - 215,514,337
Depreciation and impairment losses of the period 1,071,706 5,655,262 - 6,726,968
Disposals (210,216) (20,961) - (231,177)
Disposals of subsidiaries (Note 8) - - - -
Exchange rate effect (1,935) 514,361 - 512,426
Transfers (137) (6,418) - (6,555)
Closing balance as at 31 March 2014 33,321,910 189,194,089 - 222,515,999
Carrying amount as at 31 March 2014 82,213,953 95,056,587 27,852,883 205,123,423
Intangible assets
Patents and other
similar rights
Others Intangible
assets
in progress
Total
Intangible
Assets
Gross assets:
Opening balance as at 1 January 2013 574,470,896 548,119,686 44,117,440 1,166,708,022
Investment 6,029,137 320,089 8,264,640 14,613,866
Disposals - (3,082) (215,965) (219,047)
Exchange rate effect 5,241 1,789,922 194 1,795,357
Transfers 96,844 2,179,649 (4,415,206) (2,138,713)
Closing balance as at 31 March 2013 580,602,118 552,406,264 47,751,103 1,180,759,485
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2013 205,977,682 398,275,118 - 604,252,800
Depreciation and impairment losses of the period 10,624,323 10,242,466 - 20,866,789
Disposals - (2,584) - (2,584)
Exchange rate effect 1,339 622,457 - 623,796
Transfers (27,686) (1,162,714) - (1,190,400)
Closing balance as at 31 March 2013 216,575,658 407,974,743 - 624,550,401
Carrying amount as at 31 March 2013 364,026,460 144,431,521 47,751,103 556,209,084

Under the agreed terms resulting from the grant of the UMTS License, Optimus – Comunicações, S.A., committed to contribute to the promotion of an 'Information Society', the total amount of the obligations assumed arose to 274 million euro which will have to be realized until the end of 2015.

In accordance with the Agreement established on 5 June 2007 with the Ministry of Public Works, Transportation and Communications (MOPTC), part of these commitments, up to 159 million euro, would be realized through own projects eligible as contributions to the 'Information Society' which will be incurred under the normal course of Optimus – Comunicações, S.A.'s business (investments in network and technology, if not directly related with the accomplishment of other obligations inherent to the attribution of the UMTS License, and activities of research, development and promotion of services, contents and applications). These own projects must be recognized by the MOPTC and by entities created specifically for this purpose. The total amount was already incurred and validated by the above referred entities, so, at this date, there are no additional responsibilities related to these commitments. These charges were recorded in the attached financial statements at the moment the projects were carried out and the estimated costs became known.

The remaining commitments, up to 116 million euro, has been realized, as agreed between Optimus – Comunicações S.A. and MOPTC, through contributions to the 'Iniciativas E' project (modem offers, discounts on tariffs, cash contributions, among others, assigned to the widespread use of broadband internet for students and teachers). These contributions are made through the 'Fund for the Information Society', now known as the 'Fundação para as Comunicações Móveis' (Foundation for Mobile Communications), established by the three mobile operators with businesses in Portugal. All responsibility was recognized as an additional cost of UMTS license, against an entry in the captions 'Other non-current liabilities' and 'Other current liabilities'. Thus, at 31 December 2013, all the responsibilities with such commitments were derecognized from consolidated financial statements following the merger between Optimus SGPS and Zon following derecognition of assets and liabilities of the telecommunications business (Note 4).

Intangible assets as at 31 March 2013, include an amount of approximately 110 million euro, corresponding to the current value of future payments related with the acquisition of rights of use for frequency (spectrum) bands of 800 MHz, 1800 MHz and 2600 MHz, which will be used to develop 4th generation services (LTE - Long Term Evolution). The payable amount totals 113 million euro. In January 2012, an amount of 83 million euro was already paid as well as an amount of 6 million euro in January 2013. The remaining amount can be paid in four annual instalments of 6 million euro, having the company, at each annual payment, the option to anticipate the payment of the amount in debt. During the year ended 31 December 2012, considering the availability of LTE (Long Term Evolution) technology (although subject to restrictions in some areas of the country) and the subsequent launching the commercial operation, a fraction of the present value of future payments related to the acquisition of rights of use for 4th generation frequencies services was transferred from work in progress (92.9 million euro) and the amortization was started, for an estimated period until 2041. This asset was derecognized, as at 31 December 2013, following the merger between Optimus SGPS and Zon and consequent derecognition of assets and liabilities of the telecommunications segment (Note 4).

At 31 March 2013, the Group kept recorded under the heading 'Intangible assets – brands and contents' the amount of 168,723,687 euro that correspond to the investments net of depreciations made in the development of the UMTS network, including: (i) 53,255,114 euro related to the license; (ii) 17,794,486 euro related to the agreement signed in 2002 between Oni Way and the other three mobile telecommunication operators with activity in Portugal; (iii) 5,465,224 euro related to a contribution, established in 2007, under an agreement entered with 'MOPCT' and the three mobile telecommunication operators in Portugal; and (iv) 87,658,716 euro related with the programme 'Initiatives E', these last two associated to the commitments assumed by the Group in relation to the 'Information Society'. These assets were derecognized, as at 31 December 2013, following the merger between Optimus SGPS and Zon and consequent derecognition of assets and liabilities of the telecommunications segment.

Additionally the caption "Patents and other similar rights" includes the acquisition cost of a group of brands with indefinite useful lives among which the "Continente" brand, acquired in previous years, amounting to 75,000,000 euro (the same amount as at December 2013).

11 GOODWILL

During the three months period ended at 31 March 2014 and 2013 movements in goodwill, as well as in corresponding impairment losses, were made up as follows:

31 Mar 2014 31 Dec 2013
Opening balance
Increases
624,540,640
-
664,502,705
348,808
Currency translation 1,003,880 1,885,618
Closing balance 625,544,520 666,737,131
Accumulated impairment losses
Opening balance 14,352,782 6,274,655
Increases - -
Closing balance 14,352,782 6,274,655
Carrying amount: 611,191,738 -
660,462,476

12 OTHERS INVESTMENTS

On 31 March 2014 and 2013 the movements in caption "Other Investments" can be detailed as follows:

31 Mar 2014 31 Dec 2013
Non current Current Non current Current
Other investments:
Fair value (net of impairment losses) as at 1 January 31,991,837 202,448,455 59,877,723 881,581
Acquisitions in the period 507,298 17 1,525,339 26,322
Disposals in the period (881,477) (141,650,837) (408,845) (864,492)
Increase/(Decrease) in fair value (502,029) 2,855,952 (6,370,132) -
Transfers 133,162 - - -
Fair value (net of impairment losses) as at 31 March 31,248,791 63,653,587 54,624,085 43,411
Derivative financial instruments (Note 20)
Fair value as at 1 January - 35,999 - 30,341
Acquisitions in the period - 101,971 - -
Increase/(Decrease) in fair value - 5,312 - 1,359,305
Fair value as at 31 March - 143,282 - 1,389,646
31,248,791 63,796,869 54,624,085 1,433,057

Under the caption other non-current financial investments an amount of 12,512,785 euro (33,716,303 euro in 31 March 2013) is recorded related to deposited amounts on an Escrow Account (Note 7). The amount of decrease in this caption in 2013 to 2014 results from the use of the Escrow Account for payments relating to civil and labour litigations mentioned in Note 24.

The decreases to 31 March 2014 represent the counterpart in actions Zon Optimus provided for under the terms of the exchange Offer General Public and Voluntary purchase of shares Sonaecom SGPS, SA. As a result of this offer the Sonaecom has reduced its investment in shares Zon Optimus in 26,476,792 shares (141,650,837 euros) (Note 18), and now holds 11,012,532 shares representing the share capital of Zon Optimus, corresponding to a share of 2.14 %.

The increase in fair value under the caption "Other current Investments" includes 1,979,919 euro on the recording of the fair value of the participation of Zon Optimus. As stated in the shareholder agreement these shares do not confer any right to vote or further interfere in the situation of shared control in Zon Optimus. The fair value of the investment is determined based on the price of Zon Optimus shares and the respective changes are recorded in the consolidated income statement.

The Other non-current Investments are recorded at acquisition cost net of impairment losses. It is Sonae understanding that no reliable fair value estimate can be made as there is no market data available for these investments. The heading of "Other noncurrent Investments" includes 3,267,879 euro (3,142,575 euro in 31 March 2013) of investments recorded at acquisition cost net of impairment losses for the same reasons.

The Other non-current Investments are net of impairment losses (Note 24) amounting to 257,547 euro (86,212 euro in 31 March 2013).

13 OTHER NON – CURRENT ASSETS

As at 31 March 2014 and 31 December 2013, other non- current assets are detailed as follows:

Gross Value 31 Mar 2014
Accumulated
impairment
losses
(Note 24)
Carrying Amount Gross Value 31 Dec 2013
Accumulated
impairment
losses
(Note 24)
Carrying Amount
Loans granted to related parties 3,570 - 3,570 3,570 - 3,570
Trade accounts receivable and other debtors
Legal deposits
Recognition of the value to be received from Wall Mart
Cautions
Others
847,538
8,184,697
5,388,802
263,291
14,684,327
-
-
-
-
-
847,538
8,184,697
5,388,802
263,291
14,684,327
818,011
7,858,057
5,725,333
276,249
14,677,650
-
-
-
-
-
818,011
7,858,057
5,725,333
276,249
14,677,650
Reinsurer's' share of technical provisions 14,915,860 - 14,915,860 16,789,943 - 16,789,943
Other non-current assets 508,505
30,112,262
-
-
508,505
30,112,262
499,450
31,970,613
-
-
499,450
31,970,613

As a result of the agreements signed in 2005 by the former subsidiary - Sonae Distribuição Brazil, SA (sold to Wal-Mart in 2005) with Carrefour Comércio e Indústria Ltda, Sonae assumed responsibility to compensate Carrefour for the expenses that would arise from the 10 stores licensing process, in the Brazilian state of São Paulo, that were sold to that entity. During 2010, Carrefour triggered a bank warranty "on first demand" amounting to 25,340,145.80 Brazilian real (approximately 8.2 million euro) for alleged expenses incurred with the mentioned stores and that, allegedly, arose from the need to remedy deficiencies cited by competent authorities for the licensing process. However no evidence of those expenses were presented to Sonae, or proof of the necessity of carrying out such costs for the licensing process as established on the mentioned agreements. The variation in the period is explained by the evolution of the exchange rate of the real against the euro.

It is the understanding of the Board of Directors and the Group attorneys that the amount paid will be recovered. The company already established legal proceedings against Carrefour Comercio e Industria, Ltda., through society Wms - Supermarkets in Brazil, SA (formerly Sonae Distribution Brazil, SA, sold to Wal-Mart Group, as mentioned above) to recover the above mentioned amount (for Sonae, by right of claim on the Wms). It's the Board of Directors and the Group attorneys understanding that the above mentioned amount is recoverable, since Carrefour has never proved the existence of the costs that it claims and which validate the usage of the above mentioned warranty, or through the warranty expiration date (according the Brazilian law).

According to the Group attorneys, the amount improperly received by Carrefour for which a reimbursement will be requested (25,340,145.80 Brazilian real), will bear interests at the SELIC rate. It is expected that the legal proceeding will exist for a period up to 7 years, since its beginning in 2011.

14 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 31 March 2014 and 31 December 2013, trade account receivable and other current assets are detailed as follows:

Trade accounts receivable
78,633,870
85,286,518
Taxes recoverable
75,779,755
72,447,501
Granted loans to related companies
7,707,975
8,599,429
Other debtors
Trade creditors - debtor balances
44,321,459
34,270,501
Special regime for payment of tax and social security
28,354,934
28,354,934
debts
Dividends to be received of jointly controlled companies
10,567,050
10,567,050
Vouchers and gift cards
4,273,302
3,289,808
VAT recoverable on real estate assets
1,417,717
2,905,724
Advances to suppliers
436,037
665,532
Reinsurance operations
262,488
2,102,625
Deposit in favor of Cosec
-
11,798,127
TRS related to own shares
-
410,944
Interests and accounts receivable from discontinued activities a)
-
10,936,329
Other current assets
22,581,733
23,985,624
112,214,721
129,287,198
Other current assets
Invoices to be issued
6,990,479
6,251,905
Commercial discounts
39,767,856
30,455,235
Prepayments of external supplies and services
13,982,124
12,077,662
Prepayments - Rents
5,745,392
6,210,168
Commissions to be received
2,937,666
2,627,215
Insurance indemnities
5,729,700
2,430,736
Other current assets
12,172,620
11,484,397
87,325,836
71,537,318
Accumulated impairment losses in receivables accounts (Note 24)
(21,525,323)
(21,486,090)
340,136,834
345,671,874

a) The variations more significant under this caption result from the merger referred to in Note 4.

15 DEFERRED TAX

Deferred tax assets and liabilities as at 31 March 2014 and 31 December 2013 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
31 Mar 2014 31 Dec 2013 31 Mar 2014 31 Dec 2013
Difference between fair value and acquisition cost 5,896,033 5,911,741 27,451,959 27,533,300
Amortisation and Depreciation 1,518,036 1,371,758 69,312,212 62,855,081
Provisions and impairment losses not accepted for tax purposes 43,955,128 38,828,805 - -
Write off of tangible and intangible assets 3,206,193 3,663,000 - -
Valuation of hedging derivatives 22,741 210,756 91,650 60,252
Amortisation of Goodwill for tax purposes - - 25,477,059 25,128,058
Revaluation of tangible assets - - 1,510,645 1,543,774
Tax losses carried forward 74,173,099 62,456,417 - -
Reinvested capital gains/(losses) - - 1,479,382 1,512,257
Tax Benefits 4,283,302 4,464,928 - -
Others 7,450,652 6,252,459 7,578,801 2,463,247
140,505,184 123,159,864 132,901,708 121,095,969

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 2014 and 31 December 2013, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

31 Mar 2014 31 Dec 2013
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses carried
forward
Deferred tax assets Time limit
With limited time use
Generated in 2008 1,276,249 293,537 2014 1,296,239 298,135 2014
Generated in 2009 145,240 33,405 2015 145,240 33,405 2015
Generated in 2010 99,670 22,924 2014 99,670 22,924 2014
Generated in 2011 1,199,591 294,472 2015 1,199,591 294,472 2015
Generated in 2012 87,055 20,023 2017 87,055 20,023 2017
Generated in 2013 - - 2018 - - 2018
Generated in 2014 49,169,385 11,308,958 2026 - -
51,977,190 11,973,318 2,827,795 668,959
With a time limit different from the
above mentioned (a)
206,983,898 62,199,781 205,722,563 61,787,458
258,961,088 74,173,099 208,550,358 62,456,417

a) Includes, as at 31 March 2014, 58 million euro (58 million euro as at 31 December 2013) related to deferred tax assets for which the carry forward period count hasn´t started.

As at 31 March 2014 and 31 December 2013, deferred tax assets resulting from tax losses carried forward were assessed against each company's business plans, which are regularly updated, and available tax planning opportunities. Deferred tax assets have only been recorded to the extent that future taxable profits will arise which may be offset against available tax losses or against deductible temporary differences.

As at 31 March 2014 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 58 million euro (57.9 million euro as at 31 December 2013). 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 2014 and 31 December 2013, was the dominant entity within the group of companies taxed in accordance with the Spanish regime for taxing groups of companies. It is the understanding of The Board of Directors, based on existing business plans, that the mentioned deferred tax assets are fully recoverable.

As at 31 March 2014 there was tax losses carried forward, for which no deferred tax assets were recognized due to uncertainties of their future use. These may be summarized as follows:

31 Mar 2014 31 Dec 2013
Tax losses carried
forward
Deferred tax credit Time limit Tax losses carried
forward
Deferred tax credit Time limit
With limited time use
Generated in 2008 8,295,906 2,022,076 2014 8,723,778 2,120,486 2014
Generated in 2009 10,234,642 2,400,879 2015 10,226,350 2,404,541 2015
Generated in 2010 11,187,572 2,624,821 2014 11,187,572 2,624,821 2014
Generated in 2011 7,520,471 1,784,165 2015 7,520,472 1,784,165 2015
Generated in 2012 11,599,478 2,756,301 2017 11,599,479 2,756,301 2017
Generated in 2013 17,330,745 3,986,071 2018 17,313,620 4,036,044 2018
Generated in 2014 1,468,513 337,758 2026 - -
67,637,327 15,912,071 66,571,271 15,726,358
Without limited time use 38,640,423 10,300,910 36,681,986 7,303,523
With a time limit different from the
above mentioned (a)
257,634,296 71,701,708 253,301,226 70,394,923
363,912,046 97,914,689 356,554,483 93,424,804

16 CASH AND CASH EQUIVALENTS

As at 31 March 2014 and 31 December 2013, Cash and cash equivalents can be detailed as follows:

31 Mar 2014 31 Dec 2013
Cash at hand 7,195,672 7,547,903
Bank deposits 259,794,574 197,242,711
Treasury applications 177,621,015 161,518,304
Cash and cash equivalents on the statement of financial position 444,611,261 366,308,918
Bank overdrafts (Note 19) (36,435,542) (439,462)
Cash and cash equivalents on the statement of cash flows 408,175,719 365,869,456

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

17 SHARE CAPITAL

As at 31 March 2014, the share capital, which is fully subscribed and paid for, is made up of 2,000,000,000 ordinary shares, which do not have the right to a fixed dividend, with a nominal value of 1 euro each.

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

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

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

In this context, although legally all the rights and obligations inherent to these shares have been transferred to the buyer, Sonae Holding did not derecognize their own shares, recording a liability in the caption "Other current liabilities" (Note 23).

According to the interpretation made by Sonae of the IAS 39, applied by analogy to own equity instruments, the derecognition of own shares is not allowed as Sonae maintains the risks and rewards arising on the instruments sold.

Consequently, Sonae maintains the deduction from Equity amounting to the acquisition cost of the 132,800,000 shares (138,568,275 euro), and has accounted for the consideration received for the above mentioned sale of own shares in the caption "Other non-current liabilities" (273,568,000 euro).

Due to the detach of Sonae Capital SGPS, SA, as at 4 January 2008, demerger rights attributable to the 132,800,000 Sonae SGPS, SA shares subject to the above mentioned agreement, Sonae recognized an asset measured at its' fair value . This asset has not been derecognized as Sonae also entered into a Cash Settled Equity Swap over the Sonae Capital SGPS, SA shares, and therefore a liability was recognized.

In the period from 2009 to 2013 Sonae Investments BV requested a partial cancellation of the Cash Settled Equity Swap for 10,719,496 Sonae Holding shares. Thereafter, the derivative financial instrument focused on 122,080,504 Sonae Holding shares.

On 19 October 2010 Sonae Investments BV came to an agreement with the above mentioned financial institution to extend the maturity date of the Cash Settled Equity Swap over Sonae Holding shares. The renewal of the maturity date was made for 3 additional years, until November 2013, keeping the settlement mechanism as strictly financial. The Cash Settled Equity Swap, over Sonae Capital SGPS, SA shares, at maturity date, was not renewed, as so Sonae acquired 16,600,000 Sonae Capital SGPS, SA shares at fair value, which corresponded to the amount of the liability recorded at the settlement date, representative of 6.6% of its capital. During the year ended 31 December 2012 Sonae Capital shares were disposed. In November 2013 was carried further renewal for a further period of one year, keeping the other conditions unchanged.

Considering the operations mentioned above, the amount of the liability recorded amounts to 103,720,530 euro (Note 23) (103,289,056 euro as at 31 December 2013) reflecting the market value of Sonae Holding shares.

These liabilities are adjusted at the end of each month by the effect in Sonae Holding share price, as applicable, being recognized an asset/liability in order to present the right/obligation related to the cash settlement of the operation that resets monthly.

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

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

The number of shares taken into consideration to calculate earnings per share includes the shares referred to above as a deduction to the shares issued by the Company (Note 28).

As at 31 March 2014, the following entities held more than 20% of the subscribed share capital:

Entity %

Efanor Investimentos, SGPS, SA and subsidiaries 52.48

18 NON – CONTROLLING INTEREST

Movements in non-controlling interests during the periods ended as at 31 March 2014 and 2013 are as follows:

31 Mar 2014 31 Dec 2013
Opening balance as at 1 January 344,325,829 349,901,121
Dividends (320,828) (29,848)
Increased shareholding by acquisitions (173,803,324) (9,419,407)
Change in currency translation reserve 463,166 815,101
Obligation fulfilled by share attribution to employees (851,066) -
Change in the fair value of investments available for sale - (3,184,429)
Changes in hedge and fair value reserves (3,360) 31,554
Decreased shareholding by disposals 422,845 -
Others (92,338) (5,433)
Profit for the period attributable to non-controlling interests 95,451 7,515,646
Closing balance 170,236,375 345,624,305

On 5 February 2014, Sonaecom made public the decision to launch a general and voluntary tender offer for the acquisition of shares representing the share capital of Sonaecom.

The offer was general and voluntary, with the offered obliged to acquire all the shares that were the object of the offer and were, until the end of the respective period, subject to valid acceptance by the recipients.

The period of the offer, during which sales orders were received, ran for two weeks, beginning on 6 February and ending on 19 February 2014.

On 20 February 2014, the results of the offer were released. The level of acceptance reached 62%, corresponding to 54,906,831 Sonaecom shares. During the year 2014 Sonaecom reduced its capital by € 136 million as a result of the extinction of the own shares acquired (54,906,831 shares) and reduction of the nominal value of the remaining shares of capital stock of the of Sonaecom 1 euro to 0.74 euro per share, resulting in an increase in the percentage of ownership of the Group and consequently a significant reduction of non-controlling interest, as explained in the above table in the caption " Increased shareholding by acquisitions " in the period ending 31 March 2014.

As a return for the own shares acquired in this General Public Offer and Voluntary process Sonaecom delivered 26,476,792 shares representing the share capital of Zon Optimus which were recorded in the balance sheet by EUR 141,650,837 (Note 12) and the amount of 19,633 euros in cash.

19 LOANS

As at 31 March 2014 and 31 December 2013, Loans are made up as follows:

31 Mar 2014 31 Dec 2013
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae, SGPS, SA / 2012 1,502,486 - 1,961,683 -
Sonae, SGPS, SA / 2012/2015 - 75,000,000 - 75,000,000
Sonae, SGPS, SA - commercial paper - 135,000,000 - 20,000,000
Sonae Investimentos, SGPS,SA - commercial paper 107,500,000 213,000,000 32,500,000 65,000,000
Sonae Investimentos affiliated /2011/2026 20,000,000 45,000,000 20,000,000 45,000,000
MDS, SGPS, SA - commercial paper 2,500,000 15,700,000 2,500,000 15,700,000
MDS SGPS, SA affiliated / 2011/2016 3,676,895 12,629,335 3,530,206 12,125,491
Others 4,931,544 7,630,941 4,925,194 9,429,115
140,110,926 503,960,276 65,417,083 242,254,606
Bank overdrafts (Note 16) 36,435,542 - 439,462 -
Up-front fees beard with the issuance of borrowings (63,041) (875,635) (64,638) (1,090,766)
Bank loans 176,483,427 503,084,641 65,791,907 241,163,840
Bonds
Bonds Sonae SGPS / 2007/2014 150,000,000 - 150,000,000 -
Bonds Sonae SGPS / 2007/2015 - 250,000,000 - 250,000,000
Bonds Continente -7% /2012/2015 - 199,378,150 - 200,000,000
Bonds Sonae Investimentos SGPS / 2007/2015 - 200,000,000 - 200,000,000
Bonds Sonae Investimentos SGPS / 2007/2015 - 155,000,000 - 155,000,000
Bonds Sonae Investimentos SGPS / 2009/2014 - - 10,000,000 -
Bonds Sonae Investimentos SGPS/ 2012/2017 - 170,000,000 - 170,000,000
Bonds Sonae Investimentos SGPS/ 2013/2018 - 50,000,000 - 50,000,000
Sonae Investimentos SGPS/2013-EUR 75 M.Floating R.Notes
2018
- 75,000,000 - 75,000,000
Bonds Sonaecom SGPS/ 2013/2016 20,000,000 - - 20,000,000
Up-front fees beard with the issuance of borrowings 214,534 (5,835,766) (37,642) (6,600,100)
Bonds 170,214,534 1,093,542,384 159,962,358 1,113,399,900
Other loans 24,352 53,936 33,466 53,936
Derivative instruments (Note 20) 3,217,315 - 3,836,167 -
Other loans 3,241,667 53,936 3,869,633 53,936
Obligations under finance leases 3,348,396 7,962,351 4,314,843 7,980,489
353,288,024 1,604,643,312 233,938,741 1,362,598,165
  • (a) During the year ended at 31 December 2013, following the merger of Zon Optimus (Nota 4), the bonds loans of 100 million and 40 million euro was transferred to Zon Optimus;
  • (b) During the year ended at 31 December 2013, following the merger of Zon Optimus (Note 4), the Bond Loan of Euro 20 million euro was fully reimbursed and, subsequently, transferred to Zon Optimus the capacity to use this facility in the form of commercial paper by the same amount.

The average interest rate at 31 March 2014 of bonds and loans was of 3.11% (3.19% 31 December 2013). Most bonds and bank loans bear interests at variable interest rates indexed to Euribor.

At 31 March 2014, Sonae has agreed lines of credit and commercial paper amounting to 1,361 million euro, out of which 502 million euro with firm commitments with maturity not exceeding one year and 556 million euro with firm commitments with maturity over 1 year.

Under the above mentioned lines of credit and commercial paper programs with firm commitments, Group had 548 million euro credit facilities available to meet its liquidity requirements.

The derivative instruments are recorded at fair value (Note 19).

The repayment schedule of the nominal value of loans can be summarized as follows:

31 Mar 2014 31 Dec 2013
N+1 a) 349,919,216 230,204,854
N+2 951,847,993 953,858,993
N+3 256,867,778 159,231,129
N+4 100,340,408 99,897,102
N+5 249,503,786 149,488,617
After N+5 52,794,748 7,813,190
1,961,273,929 1,600,493,885

a) Includes the amounts drawn under commercial paper programs.

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

20 DERIVATIVES

Exchange rate derivatives

Sonae uses exchange rate derivatives, essentially to hedge future cash flows.

Sonae entered into several exchange rate forwards and options in order to manage its exchange rate exposure.

As at 31 March 2014, there are no exchange rate derivatives which haven´t been considered heading instruments. The fair value of exchange rate derivatives hedging instruments, calculated based on present market value of equivalent financial instruments of exchange rate, is 794,466 euro as liabilities and assets as 143,282 euro (1,415,143 euro as liabilities and 35,999 euro as assets as at 31 December 2013).

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 Costs".

Interest rate derivatives

As at 31 March 2014, derivatives used by Sonae refer essentially to swaps and interest rate options ("cash flow hedges"). These were negotiated to hedge the interest rate risk of loans amounting to 150,000,000 euro (150,000,000 euro as at 31 December 2013). The net fair value of these derivatives amounts to -2,422,849 euro (-2,421,024 euro as at 31 December 2013), and was recorded as liabilities.

The derivatives were valuated considering the estimated future cash-flows, assuming that the cancellation options by the counterparties would be exercised when the forward interest rates are higher than the established fixed interest rate. Sonae intends to keep these derivatives until their maturity date, therefore, this valuation is considered to be the most appropriate to estimate the future cash flow of these instruments.

These interest rate derivatives are valued at fair value, at the statement of financial position date, based on valuations performed by Sonae using specific software and on external valuations when this software does not deal with specific

instruments. The fair value of swaps was computed, as at the statement of financial position date, based on the discounted cash flow of the difference between the fixed interest rate of the fixed leg and the indexed variable interest rate inherent to the variable leg. The calculation of the fair value of options was based on the "Black-Scholes" and similar models. The estimation of future cash flows is made on the basis of quotations forward market curve are implicit in, and the respective discount to the present, is accomplished using the higher interest rate curve is representative of the market, based on information from credible sources provided by Bloomberg, amongst others. Comparative quotes from financial institutions for specific instruments or similar, are used as a benchmark for evaluation. This analysis assumes that all other variables remain constant.

Interest rate and exchange rate derivatives

As at 31 March 2014 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
Hedging derivatives 31 Mar 2014 31 Dec 2013 31 Mar 2014 31 Dec 2013
Exchange rate 143,282 35,999 794,466 1,415,143
Interest rate - - 2,422,849 2,421,024
143,282 35,999 3,217,315 3,836,167

21 OTHER NON – CURRENT LIABILITIES

As at 31 March 2014 and 31 December 2013, "Other non-current liabilities" is detailed as follows:

31 Mar 2014 31 Dec 2013
Shareholders loans 13,465,153 13,298,924
Fixed assets suppliers 1,614,208 1,626,708
Deferral of the disposal of the extended warranties 29,530,200 25,679,570
Other non-current liabilities 3,269,383 3,210,995
Accruals and deferrals 7,076,155 7,431,684
Other non-current liabilities 54,955,099 51,247,881

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

22 SHARE BASED PAYMENTS

In 2014 and in previous years, Sonae in accordance with the remuneration policy described in the corporate governance report granted deferred performance bonuses to its directors and eligible employees. These are either based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee, or based on share options with the period price equal to the share price at the grant date, to be exercised three years later. In both cases, the acquisition can be exercised during the period commencing on the third year of the grant date and the end of that year.

As at 31 March 2014, all Sonae Holding share plans responsibilities are accounted in the statement of financial position under "other reserves" and in the Profit and Loss statement under caption "staff costs". They are recognized at the shares fair value on the grant date, concerning the 2014, 2013 and 31 December 2012. Share-based payments costs are recognized on a straight line basis between the grant and the settlement date.

At 10 March 2014, Sonaecom shares plans were fully converted into Sonae SGPS shares. This conversion was based on the terms set out in Tender offer for the general and voluntary acquisition of own shares at 20 February 2014, referred to in Note 18 to determinate the fair value of Sonaecom plans, and based on the price of shares Sonae SGPS.

In this way, each action Sonaecom corresponded to 0.48228346 shares Zon Optimus.

The conversion of the plans was based Sonaecom / Sonae SGPS implied ratio arising from the tender offer (1 Sonaecom Share – approximately 2.05 Sonae SGPS shares).

As at 31 March 2014 and 31 December 2013, the number of attributed shares related to the assumed responsibilities arising from share based payments, which have not yet vested, can be detailed as follows:

Number of shares
Number of participants Share price on date of
assignment
31-Mar-14 31 Dec 2013
Grant year Vesting year Sonae SGPS Sonaecom Sonae SGPS Sonaecom Sonae SGPS Sonae SGPS Sonaecom
Shares
2011 2014 55 44 0.811 1.399 - 3,984,562 477,778
2012 2015 61 45 0.401 1.256 6,865,614 6,648,312 540,805
2013 2016 65 46 0.701 1.505 4,859,402 3,471,375 406,903
2014 2017 65 50 1.364 - 4,199,810 - -
Total 15,924,826 14,104,249 1,425,486

During the period ending 31 March 2014 the movements on the above mentioned share based plans were the following:

Sonae Shares Sonaecom Shares
Aggregate number
of participants
Number of Shares Aggregate number
of participants
Number of Shares
Closig balance as at 31 December 181 14,104,249 135 1,425,486
Grant - - - -
Vesting (44) (580,860) - -
Converted 135 2,923,738 (135) (1,425,486)
Canceled / extinct / corrected / transferred (1) 9 75,182 - -
Closig balance as at 31 March 2014 281 16,522,309 - -

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

As at 31 March 2014 and 31 December 2013, the fair value of total liabilities on the date of allocation arising from share-based payments, which have not yet vested, may be summarized as follows:

Fair value *
Grant year
Vesting year
31-Mar-14 31 Dec 2013
Sonae SGPS Sonae SGPS Sonaecom
2011 2014 - 3,831,488 212,649
2012 2015 8,632,347 3,487,040 269,234
2013 2016 3,984,413 606,912 47,778
2014 2017 1,520,462 - -
Total 14,137,222 7,925,440 529,661

* Share market value as of 31 March 2014 and 31 December 2013.

As at 31 March 2014 and 2013 the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:

31-Mar-14 31 Dec 2013
Recorded in staff costs 2,451,489 3,547,677
Recorded in previous years 6,172,486 2,928,998
8,623,975 6,476,675
Recorded in other liabilities 1,898,708 592,658
Recorded value in Other reserves 6,725,267 5,884,017
8,623,975 6,476,675

23 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 31 March 2014 and 31 December 2013, "Trade creditors and other current liabilities" were made up as follows:

31 Mar 2014 31 Dec 2013
Trade creditors 868,792,872 1,162,317,682
Taxes payable 65,819,679 55,757,125
Other creditors
Fixed asset suppliers 120,939,471 140,215,384
Related undertakings 69,757,366 -
Other debts 172,164,908 173,098,204
362,861,745 313,313,588
Other current liabilities
Tangible assets accrued costs 7,542,353 5,090,656
Holiday pay and bonuses 105,519,441 106,440,174
Interests payable 14,261,405 15,321,429
Invoices to be issued 1,618,904 2,252,529
Marketing expenses 10,844,571 14,853,351
Other external supplies and services 36,086,292 41,371,260
Advance receipts from trade receivables 9,450,732 10,813,245
Accrued income - rents 4,696,397 4,207,271
Others 17,647,491 14,318,679
207,667,586 214,668,594
1,505,141,882 1,746,056,989

The Caption "Fixed assets suppliers" includes the amount of 103,720,530 euro (103,289,056 euro as at 31 December 2013) for the fair value of the shares Sonae Holding covered by financial derivative referred to in Note 17.

The Caption "Other debts " includes the amount of 103,138,217 euro (102,095,077 euro as at 31 December 2013) relating to an agreement with a subsidiary of France Telecom ("FT - Orange") on the transfer of 20% of equity of Sonaecom SGPS, SA to Sonae SGPS, SA. Taking into consideration that under this agreement, the rights related with these shares were transferred to Sonae, the Company recorded this asset acquisition through a deferred payment. The value by which this asset was accounted for, corresponds to the agreed price in the case of the existence of a consolidation operation in the telecommunications sector in Portugal (a fact which was confirmed later) discounted to the time of the acquisition. This account payable is accounted for at its discounted amount (to be paid on August 2014).

24 PROVISION AND ACCUMULATED IMPAIRMENT LOSSES

Movements in Provisions and impairment losses over the three months period ended at 31 March 2014 and 2013 were as follows:

Caption Balance as at
1 January 2014
Increase Decrease Balance as at
31 March 2014
Accumulated impairment losses on investments (Note 12) 2,358,392 - (2,100,845) 257,547
Impairment losses on fixed tangible assets 152,883,610 - (3,231,834) 149,651,776
Impairment losses on intangible assets 1,497,119 - - 1,497,119
Accumulated impairment losses on trade account receivables and
other debtors (Note 14)
21,486,090 505,651 (466,418) 21,525,323
Accumulated impairment losses on inventories 32,667,082 - (5,009,608) 27,657,474
Non current provisions 50,659,919 665,703 (5,353,536) 45,972,086
Current provisions 2,828,507 4,594 - 2,833,101
264,380,719 1,175,948 (16,162,241) 249,394,426
Caption Balance as at
1 January 2013
Increase Decrease Balance as at
31 March 2013
Accumulated impairment losses on investments 1,187,115 - 739 1,187,854
Accumulated impairment losses on other non-current assets 1,000,000 - - 1,000,000
Accumulated impairment losses on trade account receivables and other
debtors
101,205,190 5,549,416 (16,586,996) 90,167,610
Accumulated impairment losses on inventories 47,538,542 - (6,250,768) 41,287,774
Non current provisions 114,470,445 2,797,198 (4,284,805) 112,982,838
Current provisions 2,426,809 2,608,716 (730,369) 4,305,156
267,828,101 10,955,330 (27,852,199) 250,931,232

As at 31 March 2014 and 31 December 2013, provisions can be analyzed as follows:

31 Mar 2014 31 Dec 2013
Technical provisions on reinsurance 16,833,632 18,116,091
Future liabilities relating to subsidiaries of retail in 14,030,093 13,470,170
Brazil sold
Clients guarantees 11,885,500 13,890,215
Judicial claims 1,222,449 2,592,579
Others 4,833,513 5,419,371
48,805,187 53,488,426

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

25 CONTINGENT ASSETS AND LIABILITIES

As at 31 March 2014 and 31 December 2013, major contingent liabilities were guarantees given and can be detailed as follows:

-Guarantees and sureties given

31-Mar-14 31 Dec 2013
Guarantees given:
on tax claims 838,357,104 853,320,334
on judicial claims 211,268 211,268
on municipal claims 6,312,639 6,284,639
contract by proper compliments 19,710,029 19,829,236
other guarantees 3,827,889 3,531,287

a) Tax claims

The main tax claims were bank guarantees given or sureties as follows:

  • Some retail operating segment subsidiaries of the Company granted guarantees or securities in favor of the Portuguese Tax Administration, associated with tax claims for additional VAT payment amounting to 376.7 million euro (375 million euro as at 31 December 2013) related to the period from 2004 to 2009, which the Company has presented, or has the intention of presenting, a tax appeal. The increase in the value of guarantees and securities provided in relation to the previous year, mainly result from additional tax assessments over 2008 and 2009. 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;

  • The caption guarantees given on tax claims include guarantees granted, in the amount of 71.4 million euro, in favor of Tax authorities regarding 2007, 2008 and 2009. Concerning these guarantees, the most significant amount relates to an

increase in equity arising on the disposal of own shares to a third party in 2007, as well as to the disregard of the reinvestment concerning capital gains in share disposal, and the fact that demerger operations must be disregarded for income tax purposes. The Company has presented an appeal against this additional tax claim, being the Board of Directors understanding, based on its advisors assessment, that such appeal will be favorable;

  • 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. 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 nonacceptance 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, 21 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 39.9 million euro (122 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 e Decree of Law 248-A), the Group made tax payments in the amount of, approximately, 28 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.

  • c) Other contingent liabilities
  • Contingent liabilities related to discontinued activities in subsidiaries in Brazil

In addition to the previously disclosed guarantees, as a consequence of the sale of a subsidiary in Brazil, Sonae guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on unfavorable 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 March 2014, 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 (28.3 million euro) related to programmes for the Brazilian State of tax recovery, amount to near 37.8 million euro (37.8 million euro at 31 December 2013). Furthermore, there are other tax assessments totaling 61.3 million euro (61.3 million euro at 31 December 2013) 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.

26 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 31 Mar 2014 31 Mar 2013
Restated
(Note 4)
31 Mar 2014 31 Mar 2013
Restated
(Note 4)
Parent Company 39,082 38,925 164,624 136,243
Jointly controlled companies 5,455,653 2,641,708 12,142,732 10,179,798
Associated companies 6,584,779 6,456,702 341,817 325,729
Other related parties 14,303,645 15,452,905 5,384,394 4,445,855
26,383,159 24,590,240 18,033,567 15,087,625
Interest income Interest expenses
31 Mar 2013 31 Mar 2013
Transactions 31 Mar 2014 Restated
(Note 4)
31 Mar 2014 Restated
(Note 4)
Jointly controlled companies 110,362 104,402 - -
Associated companies - 21,488 - -
Other related parties - - 138,552 157,840
110,362 125,890 138,552 157,840
Accounts receivable Accounts payable
Balances 31 Mar 2014 31 Dec 2013 31 Mar 2014 31 Dec 2013
Parent Company 100,284 51,445 7,242,469 767,433
Jointly controlled companies 18,228,067 32,554,816 7,131,150 17,795,118
Associated companies 2,084,383 6,612,647 81,388 364,066
Other related parties 10,834,952 14,510,202 34,326,782 7,475,633
31,247,686 53,729,110 48,781,789 26,402,250
Loans
Obtained Granted
Balances 31 Mar 2014 31 Dec 2013 31 Mar 2014 31 Dec 2013
Jointly controlled companies - - 7,700,000 8,599,429
Other related parties 12,947,387 13,383,628 - 3,570
12,947,387 13,383,628 7,700,000 8,602,999

The caption other related parties includes, Sonae Indústria, SGPS, SA and Sonae Capital, SGPS, SA affiliated, associated and jointly controlled companies, and also other shareholders of affiliated companies or jointly controlled companies of Sonae, as well as other affiliated companies of the parent company Efanor Investimentos, SGPS, SA.

27 INCOME TAX

As at 31 March 2014 and 2013, Income tax is made up as follows:

31 Mar 2014 31 Mar 2013
Restated
(Note 4)
Current tax 5,786,285 5,684,914
Deferred tax (5,893,224) (6,706,998)
(106,939) (1,022,084)

28 EARNINGS PER SHARE

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

31 Mar 2014 31 Mar 2013 Restated (Note 4)
Continuing
Operations
Continuing
Operations
Discontinued
Operations
Net profit
Net profit taken into consideration to calculate basic earnings per share (consolidated
profit for the period)
10,128,990 (3,265,787) 12,157,941
Effect of dilutive potential shares - - -
Interest related to convertible bonds (net of tax) - - -
- - -
Net profit taken into consideration to calculate diluted earnings per share
Number of shares
10,128,990 (3,265,787) 12,157,941
Weighted average number of shares used to calculate basic earnings per share 1,877,919,496 1,873,070,391 1,873,070,391
Effect of dilutive potential ordinary shares from convertible bonds - - -
Outstanding shares related with share based payments 15,924,826 13,976,508 13,976,508
Shares related to performance bonus that can be bought at market price (4,666,952) (4,811,181) (4,811,181)
Weighted average number of shares used to calculate diluted earnings per share 1,889,177,370 1,882,235,718 1,882,235,718
Earnings per share
Basic 0.005394 (0.001744) 0.006491
Diluted 0.005362 (0.001735) 0.006459

29 DIVIDENDS

In the Shareholders Annual General Meeting held on 30 April 2014, the payment of a gross dividend of 0.0348 euro per share (0.0331 euro per share in 2013) corresponding to a total of 69,600,000 euro (66,200,000 euro at 2013) was approved.

30 SEGMENT INFORMATION

Sonae is mostly a retail company with two major partnerships in the areas of Shopping Centres (Sierra) and Telecommunications (Zon Optimus).The following operating segments were identified:

In retail, the group has three segments:

  • Sonae MC is our food retail unit, operating 465 stores and 93 stores operated under franchise and joint venture agreements under Continente, Continente Modelo, Continente Bom Dia, Meu Super business concepts and even some adjacent business concepts Bom Bocado, Book.it and Wells

  • Sonae SR is our specialised retail unit, with a presence in the electronics, sports and fashion market operating 517 stores and 61 stores operated under franchise agreements under the Worten, Sport Zone, MO and Zippy business concepts.

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

The Investment Management operating segment includes a company that operates in the retail DIY products, building and garden (Maxmat), a travel agency (Geostar), insurance brokers (MDS) as well as Wedo Technologies, Saphety, Mainroad, Bizdirect and Publico.

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.

Sonae's reportable segment information regarding the income statement in accordance with IFRS 8 can be analysed as follows:

Turnover 31 Mar 2014 Inter-segment
income
31 Mar 2013
Restated
(Note 4)
Inter-segment
income
Sonae MC
Sonae SR
Sonae RP
Investment management
Other, eliminations and adjustments
Total consolidated
787,141,650
291,375,343
31,437,015
55,203,218
(38,687,998)
1,126,469,228
(1,380,366)
(7,821,829)
(27,574,752)
(2,546,280)
(39,363,227)
(40,000) 773,866,993
264,476,899
30,524,854
53,939,167
(37,722,876)
1,085,085,037
(880,132)
(7,682,037)
(27,370,579)
(3,956,021)
(40,000)
(39,928,769)
Depreciation and amortisation
31 Mar 2014
31 Mar 2013
Restated
(Note 4)
31 Mar 2014 Provisions and impairment losses 31 Mar 2013
Restated
(Note 4)
EBIT
31 Mar 2014
31 Mar 2013
Restated
(Note 4)
Sonae MC
Sonae SR
Sonae RP
Investment management
Other, eliminations and adjustments (1)
Total direct consolidated
20,672,501
10,507,417
7,250,070
3,037,749
242,261
41,709,998
21,445,615
16,276,885
7,661,916
3,283,733
232,318
48,900,467
267,415
234,138
-
22,671
19,852
544,076
309,612
4,909,815
-
263,657
-
5,483,084
13,688,086
(17,730,269)
20,930,672
(1,017,798)
11,896,670
27,767,361
19,644,612
(32,916,611)
19,553,080
(3,521,772)
19,910,740
22,670,049
31 Mar 2014 Net financial expenses (2)
31 Mar 2013
Restated
(Note 4)
31 Mar 2014 Income tax (2)
31 Mar 2013
Restated
(Note 4)
Retail businesses
Investment management
Holding (1)
Total consolidated
(16,574,128)
(655,531)
(2,623,829)
(19,853,488)
(18,474,101)
(3,857,631)
864,788
(21,466,944)
95,089
308,264
(510,292)
(106,939)
(1,022,084) (2,141,511)
794,256
325,171
Investment (CAPEX) Net invested capital
31 Mar 2013
31 Mar 2014 Restated 31 Mar 2014 31 Dec 2013
(Note 4)
Sonae MC 17,976,251 16,858,034 652,397,524 476,722,790
Sonae SR 10,224,585 3,699,788 206,653,669 100,910,578
Sonae RP 1,325,592 10,572,652 1,231,711,855 1,253,629,991
Investment management 4,622,947 25,071,358 213,764,457 350,547,503
Other, eliminations and adjustments (1) 139,406,799 572,849 902,272,547 945,565,097
Total consolidated 173,556,174 56,774,681 3,206,800,052 3,127,375,959
Total net debt (2) (3)
31 Mar 2014 31 Dec 2013
Retail businesses 1,011,505,189 749,628,495
Investment management 70,127,736 56,363,559
Holding (1) 422,408,969 413,272,470
Total consolidated 1,504,041,894 1,219,264,524

(1) Includes Sonae Individual accounts;

(2) These captions are accompanied by management in a more aggregated form, and not allocated to individual operating segments identified above;

(3) Includes shareholder loans and excluding inter-segment securitized debt.

The caption "Eliminations Adjustments and Others" can be analysed as follows:

Turnover EBIT
31 Mar 2013
31 Mar 2014
Restated
(Note 4)
31 Mar 2014 31 Mar 2013
Restated
(Note 4)
Inter-segment income (39,363,227) (39,928,769) - -
Equity method - - 10,646,987 13,944,369
Others 675,229 2,205,893 1,249,683 5,966,352
Other, eliminations and adjustments (38,687,998) (37,722,876) 11,896,670 19,910,740
Investment Invested capital
31 Mar 2014 31 Mar 2013
Restated
(Note 4)
31 Mar 2014 31 Dec 2013
Inter-segment balances
Increase of participation in Sonaecom (Note 18)
(1,297,456)
140,704,255
1,090,515
-
(21,689,714)
-
14,233,065
-
Sonae Sierra and Zopt Investments - - 1,160,129,239 1,144,792,015
Cash settled equity swap (4) - - (103,720,530) (103,289,056)
Debt to France Télécom-Orange (Note 23) - - (103,138,307) (102,095,077)
Others eliminations and adjustments - (517,666) (29,308,141) (8,075,850)
Other, eliminations and adjustments 139,406,799 572,849 902,272,547 945,565,097

(4) Financial Instrument reported in Note 23.

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

Glossary:

Net Invested capital = Total net debt + total shareholder funds;

Net debt = Bonds + bank loans + other loans + shareholder loans + financial leases - cash, bank deposits, current investments, excluding the participation of 2.14% in ZON OPTIMUS, and other long term financial applications;

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 SGPS companies identified as "Other" in Note 5.

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

31 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 the contribution of Sonae Sierra, net of taxes that result from: (i) valuation of investment properties; (ii) gains (losses) with the sale of financial investments, joint ventures or associates; (iii) impairment losses relating to non-current assets (including goodwill) and (iv) provisions for assets at risk. Additionally and with regard to the portfolio of Sonae: (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 noncore 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 only calculated in the direct income component, excluding the indirect contributions.

The reconciliation between consolidated income and direct-indirect income for the periods ended 31 March 2014 and 2013 can be summarised as follows:

31 Mar 2014 31 Mar 2013Restated(Note 4)
Consolidated
accounts
Indirect income Direct income Consolidated
accounts
Consolidated
accounts Pro
forma basis (g)
Indirect income Direct income
Turnover 1,126,469,228 - 1,126,469,228 1,085,085,037 - - 1,085,085,037
Investment income
Dividends 150,000 - 150,000 - - - -
Others 421,555 - 421,555 (13,000) - - (13,000)
Other income
Impairment losses reversal 635,636 - 635,636 1,012,110 - - 1,012,110
Others 113,713,443 - 113,713,443 90,932,827 - - 90,932,827
Total income 1,241,389,862 - 1,241,389,862 1,177,016,974 - - 1,177,016,974
Total expenses (1,181,865,412) - (1,181,865,412) (1,113,907,762) - - (1,113,907,762)
Depreciation and amortisation (41,709,998) - (41,709,998) (48,900,467) - - (48,900,467)
Non-recurring impairment losses over inventories (1,339,176) - (1,339,176) - - - -
Provisions and impairment
Others (544,076) - (544,076) (5,483,084) - - (5,483,084)
Profit before financial results and share of results in
associated companies
17,270,376 - 17,270,376 8,725,661 - - 8,725,661
Gains and losses on investments recorded at fair
value through results
1,979,920 1,979,920 - - - - -
Financial profit/(loss) (19,853,488) - (19,853,488) (21,466,944) - - (21,466,944)
Share of results in joint ventures and associated
undertakings
Sonae Sierra 5,899,798 73,707 5,826,091 6,244,112 - (1,188,452) 7,432,564
ZOPT 4,991,828 - 4,991,828 - 6,875,000 - 6,875,000
Others (170,932) - (170,932) (363,176) - - (363,176)
Profit before income tax 10,117,502 2,053,627 8,063,875 (6,860,347) 6,875,000 (1,188,452) 1,203,105
Income tax 106,939 - 106,939 1,022,084 - - 1,022,084
Profit/(Loss) from continuing operations 10,224,441 2,053,627 8,170,814 (5,838,263) 6,875,000 (1,188,452) 2,225,189
Profit/(Loss) from discontinued operations - - - 22,246,063 (22,246,063) - -
Net profit for the period 10,224,441 2,053,627 8,170,814 16,407,800 (15,371,063) (1,188,452) 2,225,189
Attributable to equity holders of Sonae 10,128,990 2,053,627 8,075,363 8,892,154 (8,300,374) (1,188,452) 1,780,232
Non-controlling interests 95,451 - 95,451 7,515,646 (7,070,689) - 444,957
"Underlying" EBITDA (a) 60,077,990 62,097,102
EBITDA (b) 70,724,977 76,041,490
EBIT (c) 27,767,363 22,670,049
  • (a) EBITDA = total direct income total direct expenses reversal of direct impairment losses + Share of results in joint ventures and associated undertakings (Sonae Sierra direct results, and Zon Optimus and Geostar) + the impact of discontinued operations of Optimus;
  • (b) "Underlying" EBITDA = total direct income total expenses reversal of impairment losses (see reconciliation);
  • (c) Direct EBIT = Direct EBT financial results + discontinued operations of Optimus;
  • (d) Direct EBT = Direct results before non-controlling interests and taxes;
  • (e) Direct income = Results excluding contributions to indirect income;
  • (f) Indirect income = Includes Sonae Sierra's results, net of taxes, arising from: (i) investment properties valuations; (ii) capital gains (losses) on the sale of financial investments, joint ventures or associates; (iii) impairment losses for noncurrent assets (including goodwill) and; (iv) provision for assets at risk. Additionally and with regard to the portfolio of Sonae: (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;

(g) The figures of Zon Optimus related to 2013 were adjusted in the profit and loss statements on a pro forma basis for the 1st quarter results, assuming that the ZON OPTIMUS merger occurred in the 1st January 2013, with some consolidation effects in our co-controlled vehicle company. This criterion, besides assuring an easier an fairer comparability between 2013 and 2014 results.

32 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 13 May 2014.

The Board of Directors

Belmiro Mendes de Azevedo

Álvaro Carmona e Costa Portela

Álvaro Cuervo Garcia

Bernd Bothe

Christine Cross

Michel Marie Bon

José Neves Adelino

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Condensed individual financial statements

Condensed Individual Statement of Financial Position as at 31 March 2014 and 2013 and as at 31 December 2013

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

(Amounts expressed in euro)
ASSETS Notes 31.March.2014 31.March.2013 31.December.2013
NON-CURRENT ASSETS:
Tangible assets 136,701 167,841 144,778
Intangible assets 10,637 16,141 13,245
Investments in affiliated companies 4 3,627,061,019 3,533,737,174 3,638,337,796
Other investments 5 29,666,786 43,969,148 29,367,435
Deferred tax assets 12,409,299 - -
Other non-current assets 6 472,066,551 357,086,551 472,066,551
Total non-current assets 4,141,350,993 3,934,976,855 4,139,929,805
CURRENT ASSETS:
Trade account receivables and other current assets 7 61,930,542 56,273,120 17,553,530
Cash and cash equivalents 8 194,203,593 57,918,276 96,239,237
Total current assets 256,134,135 114,191,396 113,792,767
TOTAL ASSETS 4,397,485,128 4,049,168,251 4,253,722,572
EQUITY AND LIABILITIES
EQUITY:
Share capital 9 2,000,000,000 2,000,000,000 2,000,000,000
Treasury shares (2,496,969) - -
Reserves and retained earnings 1,345,438,780 1,229,592,353 1,271,218,283
Profit for the period 32,364,592 33,967,264 159,490,511
TOTAL EQUITY 3,375,306,403 3,263,559,617 3,430,708,794
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 10 656,467,539 676,563,969 541,508,790
Other non-current liabilities 947,663 4,553,640 1,127,105
Total non-current liabilities 657,415,202 681,117,609 542,635,895
CURRENT LIABILITIES:
Loans 10 154,201,025 1,509,627 154,354,943
Trade creditors and other current liabilities 11 210,562,498 102,981,398 126,022,940
Total current liabilities 364,763,523 104,491,025 280,377,883
TOTAL EQUITY AND LIABILITIES 4,397,485,128 4,049,168,251 4,253,722,572

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

Condensed Individual Income Statements for the periods ended 31 March 2014 and 2013

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

(Amounts expressed in euro)

Notes 31.March.2014 31.March.2013
Services rendered 119,094 119,180
Gains or losses on investments 14 34,224,473 34,158,036
Financial income 9,314,768 11,067,875
Other income 780,000 823,127
External supplies and services (813,589) (867,217)
Staff costs (546,033) (534,714)
Depreciation and amortisation (11,185) (23,155)
Financial expenses (11,144,063) (10,448,972)
Other expenses (84,332) (326,896)
Profit/(Loss) before taxation 31,839,133 33,967,264
Taxation 525,459 -
Profit/(Loss) after taxation 32,364,592 33,967,264
Profit/(Loss) per share
Basic 15 0.016185 0.016984
Diluted 15 0.016177 0.016973

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

Condensed Individual Statements of Comprehensive Income for the periods ended at 31 March 2014 and 2013

(Amounts expressed in euro) (Translation of the individual financial statements originally issued in Portuguese. In case of discrepancy the Portuguese version prevails)

31.March.2014 31.March.2013
Net Profit / (Loss) for the period 32,364,592 33,967,264
Changes on fair value of available-for-sale financial assets (16,978,284) 29,379,300
Changes in hedge and fair value reserves 1,196,393 222,988
Other comprehensive income for the period (15,781,891) 29,602,288
Total comprehensive income for the period 16,582,701 63,569,552

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

Condensed Individual Statements of Changes in Equity for the periods ended at 31 March 2014 and 2013

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

(Amounts expressed in euro)

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3

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

Condensed Individual Cash Flow Statements for the periods ended at 31 March 2014 and 2013

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

Notes 31.March.2014 31.March.2013
OPERATING ACTIVITIES
Net cash flow from operating activities (1) 1,367,113 (13,445)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments - 4,660,000
Tangible and intangible assets 1,400 -
Interest and similar income 1,526,382 436,001
Loans granted 484,386,939 293,474,000
485,914,721 298,570,001
Cash Payments arising from:
Investments (6,180,300) (10,000,541)
Tangible and intangible assets (94) -
Loans granted (484,386,939) (297,737,551)
(490,567,333) (307,738,092)
Net cash used in investment activities (2) (4,652,612) (9,168,091)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 450,287,000 172,039,000
Sale of own shares - 180,630
450,287,000 172,219,630
Cash Payments arising from:
Loans obtained (336,550,047) (251,258,456)
Interest and similar charges (10,265,818) (12,528,985)
Purchase of treasury shares (2,496,969) -
(349,312,834) (263,787,441)
Net cash used in financing activities (3) 100,974,166 (91,567,811)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 97,688,667 (100,749,347)
Cash and cash equivalents at the beginning of the period 96,239,237 158,667,623
Cash and cash equivalents at the end of the period 8 193,927,904 57,918,276

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

SONAE, SGPS, SA

NOTES TO THE CONDENSED INDIVIDUAL FINANCIAL STATEMENTS FOR THE PERIOD ENDED

31 MARCH 2014

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

(Amounts expressed in euro)

1 INTRODUCTION

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

2 BASIS OF PREPARATION

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

3 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those described in the file of annual financial statements for the year ended 31 December 2013.

4 INVESTMENTS IN AFFILIATED COMPANIES

As at 31 March 2014 and 31 December 2013 the company held investments in the following affiliated companies:

31.March.2014
Companies % Held Opening
balance
Increase Decrease Changes in fair
value
Closing balance
Interlog, SGPS, SA 1.02% 106,686 - - - 106,686
Sonae Investimentos, SGPS, SA (a) 76.86% 1,893,219,480 - - - 1,893,219,480
Sonae Investments, BV 100.00% 835,700,000 - - - 835,700,000
Sonae RE, SA 99.92% 3,672,059 - - - 3,672,059
Sonae Sierra SGPS, SA (b) 50.00% 500,118,000 - - 14,444,500 514,562,500
Sonaecom, SGPS, SA 21.65% 196,989,312 6,180,300 - (31,901,577) 171,268,035
Sonaegest, SA 20.00% 159,615 - - - 159,615
Sonaecenter Serviços, SA 100.00% 731,545 - - - 731,545
Sontel, BV 35.87% 405,641,099 - - - 405,641,099
Total 3,836,337,796 6,180,300 - (17,457,077) 3,825,061,019
Impairment 198,000,000 - - - 198,000,000
Total 3,638,337,796 6,180,300 - (17,457,077) 3,627,061,019
31.December.2013
Companies % Held Opening
balance
Increase Decrease Changes in fair
value
Closing balance
Interlog, SGPS, SA 1.02% 106,686 - - - 106,686
Sonae Investimentos, SGPS, SA (a) 76.86% 1,893,219,480 - - - 1,893,219,480
Sonae Investments, BV 100.00% 835,700,000 - - - 835,700,000
Sonae RE, SA 99.92% 3,672,059 - - - 3,672,059
Sonae Sierra SGPS, SA (b) 50.00% 524,986,000 - - (24,868,000) 500,118,000
Sonaecom, SGPS, SA 20.94% 5,079,830 97,289,802 - 94,619,680 196,989,312
Sonaegest, SA 20.00% 159,615 - - - 159,615
Sonaecenter Serviços, SA 100.00% 731,545 - - - 731,545
Sontel, BV 35.87% 405,641,099 - - - 405,641,099
Total 3,669,296,314 97,289,802 - 69,751,680 3,836,337,796
Impairment 165,500,000 32,500,000 - - 198,000,000
Total 3,503,796,314 64,789,802 - 69,751,680 3,638,337,796
  • (a) The value of this investment is the price paid in the public tender offer for the de-listing occurred in 2006. Since that date no change in the value of the investment was recorded.
  • (b) Market value was determined based on an independent valuation for the period of assets held by this affiliated company, after deduction of associated net debt and of the share attributable to non-controlling interests.

During the first quarter 2014 the Company acquired 2,611,383 of Sonaecom, SGPS, SA capital shares.

During 2012, Sonae entered into a contract with Sonaecom, SGPS, SA, in which it agrees to handover Sonaecom shares to employees of that subsidiary during 2016. The change in the fair value of the above mentioned shares and liability was recognized in the income statement.

During the 1st half of 2013, Sonae entered into an agreement with a subsidiary of France Telecom ("FT-Orange") to transfer 20% of the capital of Sonaecom, SGPS, SA to Sonae, SGPS, SA. Sonae recorded this asset as an acquisition with deferred payment, since the shares rights under this agreement are attributed to Sonae. The carrying amount corresponded to the agreed price considering the consolidation of the telecommunications sector in Portugal, discounted to the acquisition date (97,289,802 euro).

The accumulated impairment loss on subsidiaries recorded in previous year's amounts to 198,000,000 euro and relates to financial investment held in Sontel BV (165,500,000 euro) and Sonae Investments, BV (32,500,000 euro).

5 OTHER INVESTMENTS

As at 31 March 2014 and 31 December 2013 other investments are as follows:

31.March.2014
Companies Opening
balance
Increase Decrease Changes in fair
value
Closing
balance
Associação Escola Gestão Porto 49,880 - - - 49,880
Fundo Especial de Invest.Imob. Fechado Imosonae Dois 2,546 - - - 2,546
Fundo de Investimento Imobiliário Fechado Imosede 29,315,009 - - 299,351 29,614,360
Total 29,367,435 - - 299,351 29,666,786
31.December.2013
Companies Opening
balance
Increase Decrease Changes in fair
value
Closing
balance
Associação Escola Gestão Porto 49,880 - - - 49,880
Fundo Especial de Invest.Imob. Fechado Imosonae Dois 2,546 - - - 2,546
Fundo de Investimento Imobiliário Fechado Imosede 19,936,181 10,000,541 - (621,713) 29,315,009
Magma No. 1 Securitisation Notes 18,640,000 - (18,640,000) - -
Total 38,628,607 10,000,541 (18,640,000) (621,713) 29,367,435

6 OTHER NON-CURRENT ASSETS

As at 31 March 2014 and 31 December 2013 other non-current assets are detailed as follows:

31.March.2014 31.December.2013
Loans granted to group companies:
Sonae Investments, BV 124,666,551 124,666,551
Sonae Investimentos, SGPS, SA 347,400,000 347,400,000
472,066,551 472,066,551

The amount recognized under the caption loans granted to Sonae Investimentos, SGPS, SA, refers to a subordinate bond loan, repayable in 10 years issued by Sonae Investimentos at market conditions in 28 December 2010 amounting to 400,000,000 euro, relating 8,000 bonds with nominal value of 50,000 euro each, bearing fixed interest rate with full reimbursement in the end of the period. In December 2011, 1,052 bonds were sold to a subsidiary for 42,080,000 euro.

The fair value of the bonds related to this loan as at 31 March 2014, is 42,644 euro (41,495 euro as at 31 December 2013) per bond, according with a valuation made by the use of discounted cash flow models. There is no evidence of impairment on this loan.

The other loans granted to group companies, bear interest at market rates indexed to Euribor, have a long term maturity and its fair value is similar to its carrying amount.

7 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 31 March 2014 and 31 December 2013 trade accounts receivable and other current assets are detailed as follows:

31.March.2014 31.December.2013
Trade accounts receivable 213,259 468,059
Group companies 49,237,635 10,955,441
Taxes and contributions receivable 2,871,049 2,589,020
Accrued income and prepayments 9,342,736 3,302,072
Others 265,863 238,938
Total 61,930,542 17,553,530

The caption "Accrued income and prepayments" mainly includes receivables relating to interests from loans granted to group companies (Note 6).

8 CASH AND CASH EQUIVALENTS

As at 31 March 2014 and 31 December 2013 cash and cash equivalents are detailed as follows:

31.March.2014 31.December.2013
89
194,203,504 96,239,148
194,203,593 96,239,237
275,689 -
96,239,237
89
193,927,904

9 SHARE CAPITAL

As at 31 March 2014 and 31 December 2013 share capital consisted of 2,000,000,000 ordinary shares of 1 euro each.

10 LOANS

As at 31 March 2014 and 31 December 2013, loans are made up as follows:

31.March.2014 31.December.2013
Bonds Sonae 2010/2015 250,000,000 250,000,000
Bonds Continente - 7% - 2012/2015 199,378,150 200,000,000
Up-front fees not yet charged to income statement (2,429,861) (2,911,460)
Bonds 446,948,289 447,088,540
Nominal value of bank loans 210,000,000 95,000,000
Up-front fees not yet charged to income statement (480,750) (579,750)
Bank loans 209,519,250 94,420,250
Non-current loans 656,467,539 541,508,790
Bonds Sonae 2007/2014 150,000,000 150,000,000
Up-front fees not yet charged to income statement - (27,764)
Bonds 150,000,000 149,972,236
Bank overdrafts 275,689 -
Derivatives 2,422,850 2,421,024
Other bank loans 1,502,486 1,961,683
Current loans 154,201,025 154,354,943

As at 31 March 2014 Sonae, SGPS has agreed lines of credit and commercial paper programs amounting to 520 million euro, out of which 181.5 million euro with firm commitments with maturity not exceeding one year and 135 million euro with firm commitments with maturity over one year.

Under the above mentioned lines of credit and commercial paper programs with firm commitments, Sonae, SGPS had 146.5 million euro credit facilities available to meet its liquidity requirements.

The interest rate as at 31 March 2014 of the bonds and bank loans was, in average, 3.58% (3.58% as at 31 December 2013).

Maturity of Borrowings

As at 31 March 2014 and 31 December 2013 the analysis of maturity of loans excluding the derived instruments having in consideration its nominal value is as follows:

31.March.2014 31.December.2013
N+1 151,778,175 -
N+2 524,378,150 151,961,683
N+3 - 525,000,000
N+4 - -
N+5 90,000,000 -
after N+5 45,000,000 20,000,000

11 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 31 March 2014 and 31 December 2013, trade creditors and other current liabilities are detailed as follows:

31.March.2014 31.December.2013
Trade creditors 296,800 189,969
Group companies 12,348,000 12,530,000
Taxes and contributions payable 1,333,301 454,452
Accrued expenses 7,720,823 10,535,690
Others 188,863,574 102,312,829
Total 210,562,498 126,022,940

The amount recorded under the caption "other creditors" includes 103.138.217 euro (discounted to 31 March 2014 which will be paid in August 2014) relating the acquisition of 20% share capital of Sonaecom, SGPS, SA.

12 CONTINGENT LIABILITIES

As at 31 March 2014 and 31 December 2013, contingent liabilities are detailed as follows:

31.March.2014 31.December.2013
Guarantees given:
on tax claims 70,121,607 71,421,912
on judicial claims 70,766 70,766
Guarantees given in favour of subsidiaries a) 272,612,454 272,612,454

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

13 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Balances 31.March.2014 31.December.2013
Group companies 47,905,742 3,836,846
Jointly controlled companies 10,834,403 10,780,435
Other partners in group companies 25,005 98,005
Accounts receivable 58,765,150 14,715,286
Parent company 7,242,467 767,423
Group companies 16,984,895 1,462,346
Jointly controlled companies 8,243 2,098
Other partners in group companies 29,566,596 4,712
Accounts payable 53,802,201 2,236,579
Group companies 472,066,551 472,066,551
Loans granted 472,066,551 472,066,551
Group companies 12,348,000 12,530,000
Loans obtained 12,348,000 12,530,000
Transactions 31.March.2014 31.March.2013
Group companies 809,153 861,427
Jointly controlled companies 54,094 54,180
Other partners in group companies 25,000 25,406
Services rendered and other income 888,247 941,013
Parent company 164,624 136,243
Group companies 317,948 335,104
Jointly controlled companies 14,764 24,613
Other partners in group companies 1,593 5,577
Purchases and services obtained 498,929 501,537
Group companies 627,460 8,523,686
Interest income 627,460 8,523,686
Group companies 9,280,509 54,845
Interest expenses 9,280,509 54,845
Group companies 34,224,473 34,158,036
Dividend income (Note 14) 34,224,473 34,158,036
Other partners in group companies - 10,000,541
Acquisition of investments - 10,000,541

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

14 INVESTMENTS INCOME

As at 31 March 2014 and 2013, investment income can be detailed as follows:

31.March.2014 31.March.2013
Dividends 34,224,473 34,158,036
34,224,473 34,158,036

Dividends were distributed from Sonae Investimentos, SGPS, SA (34,158,036 euro) and Sonaegest, SA (66,437 euro).

15 EARNINGS PER SHARE

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

31.March.2014 31.March.2013
Net profit
Net profit taken into consideration to calculate basic earnings per
share (Net profit for the period)
32,364,592 33,967,264
Effect of dilutive potential shares - -
Interests related to convertible bonds (net of tax)
Net profit taken into consideration to calculate diluted earnings per
share:
-
32,364,592
-
33,967,264
Number of shares
Weighted average number of shares used to calculate basic earnings 1,999,644,099 2,000,000,000
Effect of dilutive potential ordinary shares from convertible bonds - -
Outstanting shares related with deferred performance bonus 1,838,985 1,838,985
Number of shares that could be acquired at average market price (850,694) (619,393)
Weighted average number of shares used to calculate diluted
earnings per share
2,000,632,390 2,001,219,592
Profit/(Loss) per share
Basic
Diluted
0.016185
0.016177
0.016984
0.016973

16 SUBSEQUENT EVENTS

The 2013 profit appropriation has been approved in the General Meeting of Shareholders held on 30 April 2014. A resolution was taken to distribute dividends to shareholders in the amount of 69,600,000 euro (paying a gross dividend per share of 0.0348 euro) less the total amount of dividends to be distributed to shares that may eventually be acquired by the Company or by any of its subsidiaries up to the distribution date. The amount to be paid is already considered in these financial statements.

17 APPROVAL OF FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 13 May 2014.

18 INFORMATION REQUIRED BY LAW

Decree-Law nr 318/94 art 5 nr 4

During the period ended 31 March 2014 short-term loan contracts were entered into with the following companies:

Sonae Investmentos, SGPS, SA

Sonaecenter Serviços, SA

Sonaecom, SGPS, SA

As at 31 March 2014 amounts owed by subsidiaries can be summarized as follows:

Closing Balance
Sonae Investments, BV 124,666,551
Total 124,666,551

As at 31 March 2014 amounts owed to subsidiaries can be summarized as follows:

Closing Balance
Sonae Investments, BV 12,060,000
Sonaecenter Serviços, SA 288,000
Total 12,348,000

The Board of Directors

Belmiro Mendes de Azevedo

Álvaro Carmona e Costa Portela

Álvaro Cuervo Garcia

Bernd Bothe

Christine Cross

Michel Marie Bon

José Neves Adelino

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

SAFE HARBOUR

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

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

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

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

Media and Investor Contacts

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

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

Rita Barrocas External Communication [email protected] Tel: + 351 22 010 4745

Sonae Lugar do Espido Via Norte 4471‐909 Maia Portugal Tel.: +351 229487522 Fax: +351 229404634

SONAE is listed on the Euronext Stock Exchange. Information may also be accessed on Reuters under the symbol SONP.IN and on Bloomberg under the symbol SONPL

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