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Patris Investimentos

Quarterly Report Nov 30, 2012

1946_10-q_2012-11-30_fc7b485f-1d59-4cc9-845f-b0447ace6b01.pdf

Quarterly Report

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

Share Capital 1,000,000,000 Euro

Porto Commercial Registry and Fiscal Number 501 532 927

REPORT AND ACCOUNTS

30 September 2012

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

In accordance with Portuguese Law and the company's articles of association, we hereby present the management report of Sonae Investimentos - S.G.P.S., S.A. for the first nine months of 2012.

Activity evolution for the period

During the course of the first nine months of 2012, the consolidated turnover of Sonae Investimentos totalled 3.303 million Euro, which corresponds to a decrease of 2% compared to the same period in the previous year1 or of 1.6% if we exclude, in 2011, the sales related to the petrol filling stations (the company transferred them to third parties during 2011).

In the same period, the Company's operating cash-flow (EBITDA) reached 229 million Euro. This represents a decrease of 3% regarding the same period last year. This decrease of EBITDA was due to the deterioration of the operational cash-flow of the specialized retail business. In fact, the negative evolution of sales witnessed in the Iberian markets during the last quarters – result of the significant reductions in the level of private consumption in Portugal and Spain, driven by the on-going implementation of several austerity measures by the respective governments – has penalized the productivity of the operations, particularly of the discretionary categories. EBITDA margin stood at 6.9% of sales.

In terms of operating results (EBIT), the consolidated figure reached 84 million Euro in the period, which represents a decrease of circa 52 million Euro compared to the first nine months of 2011.

Sonae Investimentos consolidated net result in the first nine months of 2012 totalled 20 million Euro, 24 million Euro less than the amount realised in the same period of 2011.

At the end of September, Sonae Investimentos detained an overall portfolio of 1,063 stores2 , corresponding to a sales area of 1,051 thousand m22 . During the period, the company continued the consolidation of Sonae SR's own store network in international markets. As at the end of September 2012, Sonae SR's formats had a total of 136 stores outside of Portugal, including 13 under franchising agreements.

In Portugal, the company materialized a selective opening of new retail stores, including 1 Continente Modelo, 4 Continente Bom Dia and 2 Worten stores.

1 2011 results were restated in order to reflect the change in Geostar consolidation to the Equity Method (see Methodological Note)

2 Excludes Geostar

In parallel to the expansion effort, the company carried a Refurbishment Programme in a number of retail units so as to ensure they remain as a reference in their respective catchment areas. Total investment amounted to 63 million Euro during the first nine months of the year.

Outlook

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

Methodological note

The norm IFRS 11 - Joint Arrangements alters the accounting method of joint-controlled investments, namely eliminating the possibility of proportional consolidation of entities that fall under the concept of jointventures, as is the case of Geostar. Under these terms, Sonae Investimentos has decided, as already possible under the current norms, anticipating the likely requirement for this change to be implemented for annual reporting periods beginning on 1 January 2013 and in order to facilitate a future comparison of its financial reporting, to start reporting Geostar according the Equity Method (the only possible method according to this new norm) from 1 January 2012.

Matosinhos, 12 November 2012

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Nuno Manuel Moniz Trigoso Jordão

Glossary

Turnover (t)

sale of articles + services rendered.

Operating Cash-flow (EBITDA)

turnover + investment income + other income – negative goodwill – reversal of impairment losses – operational costs - provision for extensions of guarantees

Operating results (EBIT)

turnover + other income – operational costs - provision for extensions of guarantees + gains / losses on sales of businesses – amortisations and impairment losses.

Net Investment

increase in gross fixed assets (tangible and intangible) + changes in perimeter (as a result of acquisitions and disposals) - disposals in gross fixed assets (tangible and intangible) + increases in goodwill.

Net debt

current borrowings + noncurrent borrowings + financial leasing creditors – cash and cash equivalents – other current financial investments

Gearing

ratio between net financial debt and shareholders' funds

Net Capital Employed

gross fixed assets (tangible and intangible) + other gross real estate assets (including goodwill) - amortisations and impairment losses + financial investments + working capital

Condensed consolidated

financial statements

CONDENSED CONSOLIDATED STATEMENT OF FINANTIAL POSITION AT 30 SEPTEMBER 2012 AND 2011 AND AT 31 DECEMBER 2011

(Translation of condensed consolidated financial statements originally issued in Portuguese.

In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in euro)

ASSETS Notes 30 September 2012 30 September 2011
Restated
31 December 2011
Restated
1 January 2011
Restated
NON-CURRENT ASSETS:
Tangible assets 7 2,019,285,726 2,095,563,806 2,094,098,317 2,130,195,086
Intangible assets 8 151,615,169 147,221,102 156,357,666 152,983,921
Goodwill 9 499,234,487 500,446,937 499,234,487 500,446,937
Investments in associates 5 54,486,490 64,583,382 58,681,026 69,867,554
Other investments 6 34,592,833 34,508,671 34,613,973 34,556,255
Deferred tax assets 13 129,813,024 114,243,125 117,767,016 97,680,391
Other non-current assets 11 36,801,175 37,530,339 36,533,370 37,391,624
Total Non-Current Assets 2,925,828,904 2,994,097,362 2,997,285,855 3,023,121,768
CURRENT ASSETS:
Inventories 522,405,000 633,700,975 643,387,609 664,630,207
Trade accounts receivable and other current assets 12 228,497,162 264,475,332 222,789,098 210,516,317
Investments 10 1,464,062 5,473,110 5,856,269 15,642,909
Cash and cash equivalents 14 106,851,712 71,878,783 253,481,201 199,666,276
Total Current Assets 859,217,936 975,528,200 1,125,514,177 1,090,455,709
Assets available for sale 720,338 720,338 720,338 9,500,686
TOTAL ASSETS 3,785,767,178 3,970,345,900 4,123,520,370 4,123,078,163
EQUITY AND LIABILITIES
EQUITY:
Share capital 15 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000
Own shares (320,000,000) (320,000,000) (320,000,000) (320,000,000)
Reserves and retained earnings 59,353,282 20,247,976 18,463,670 (148,409,750)
Profit/(Loss) for the period attributable to the equity holders of the Parent Company 20,500,533 44,478,397 63,798,214 168,595,954
Equity attributable to the equity holders of the Parent Company 759,853,815 744,726,373 762,261,884 700,186,204
Equity attributable to non-controlling interests 16 69,316,147 76,975,200 75,700,031 75,372,692
TOTAL EQUITY 829,169,962 821,701,573 837,961,915 775,558,896
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 17 930,030,777 975,239,103 912,748,107 1,210,270,255
Other non-current liabilities 19 429,906,898 424,844,066 428,236,505 425,372,544
Deferred tax liabilities 13 125,298,397 118,285,916 119,911,312 108,129,814
Provisions 22 32,608,247 26,695,793 35,325,262 21,495,563
Total Non-Current Liabilities 1,517,844,319 1,545,064,878 1,496,221,186 1,765,268,176
CURRENT LIABILITIES:
Loans 17 191,865,176 390,768,337 378,365,848 105,288,362
Trade creditors and other current liabilities 21 1,244,659,391 1,210,561,782 1,408,722,091 1,475,373,392
Provisions 22 2,228,330 2,249,330 2,249,330 1,589,337
Total Current Liabilities 1,438,752,897 1,603,579,449 1,789,337,269 1,582,251,091
TOTAL LIABILITIES 2,956,597,216 3,148,644,327 3,285,558,455 3,347,519,267
TOTAL EQUITY AND LIABILITIES 3,785,767,178 3,970,345,900 4,123,520,370 4,123,078,163

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

CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE PERIODS ENDED 30 SEPTEMBER 2012 AND 2011 (Translation of condensed consolidated financial statements originally issued in Portuguese.

In case of discrepancy the Portuguese version prevails.)
(Amounts expressed in euro)
Notes s
t Quarter 2012
3
s
t Quarter 2011
3
Restated
30 September 2012 30 September 2011
Restated
Sales 1,181,936,618 1,181,644,421 3,278,080,708 3,322,092,084
Services rendered 8,746,167 10,698,440 25,192,513 33,685,901
Investment income 99,002 - 299,699 232,500
Financial income 1,567,524 3,175,986 4,485,452 7,089,130
Other income 88,237,805 89,753,264 307,638,624 345,014,783
Cost of goods sold and materials consumed (911,254,593) (891,788,525) (2,554,393,581) (2,582,077,548)
Changes in stocks of finished goods and work in progress (342,350) 31,655 (553,945) 397,922
External supplies and services (138,384,382) (143,039,608) (409,556,001) (424,749,119)
Staff costs (129,493,132) (130,037,447) (399,273,809) (413,200,098)
Depreciation and amortisation 7 and 8 (45,013,117) (44,254,760) (134,112,024) (132,778,599)
Provisions and impairment losses (1,526,339) (3,067,081) (5,533,099) (8,594,393)
Financial expenses (21,210,014) (21,054,612) (62,468,704) (61,741,807)
Other expenses (6,862,055) (14,177,895) (23,088,396) (37,198,784)
Share of results of associated undertakings 5 (847,378) (123,725) (3,508,973) (990,659)
Profit/(Loss) before taxation 25,653,756 37,760,113 23,208,464 47,181,313
Taxation 25 (1,086,371) (4,679,699) (3,222,049) (2,907,071)
Profit/(Loss) after taxation 24,567,385 33,080,414 19,986,415 44,274,242
Attributable to:
Equity holders of the Parent Company 24,273,093 32,781,301 20,500,533 44,478,397
Non-controlling interests 294,292 299,113 (514,118) (204,155)
Profit/(Loss) per share
Basic 26 0.026970 0.036424 0.022778 0.049420
Diluted 26 0.026970 0.036424 0.022778 0.049420

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED 30 SEPTEMBER 2012 AND 2011

(Translation of condensed consolidated financial statements originally issued in Portuguese.

In case of discrepancy the Portuguese version prevails.)

(Amounts expressed in euro)

3st Quarter 2012 3st Quarter 2011
Restated
30 September 2012 30 September 2011
Restated
Net Profit / (Loss) for the period 24,567,385 33,080,414 19,986,415 44,274,242
Exchange differences arising on translation of foreign operations (8,391) (1,380,794) (58,044) (2,290,561)
Participation in other comprehensive income (net of tax) related to
associated companies included in consolidation by the equity method
(223,923) (62,890) (685,564) (1,015,478)
Changes in hedge and fair value reserves (1,674,395) 3,884,345 (3,442,603) 5,041,819
Deferred tax related to changes in fair value reserves 429,620 (1,032,314) 908,995 (1,325,838)
Other comprehensive income for the period (1,477,089) 1,408,347 (3,277,216) 409,942
Total comprehensive income for the period 23,090,296 34,488,761 16,709,199 44,684,184
Attributable to:
Equity holders of Parent Company 22,848,746 34,088,359 17,295,684 44,824,520
Non controlling interests 241,550 400,402 (586,485) (140,336)

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

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE PERIODS ENDED 30 SEPTEMBER 2012 AND 2011

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

(Amounts expressed in euro)

Attributable to Equity Holders of Parent Company
Reserves and Retained Earnings
Share
Capital
Own
Shares
Legal
Reserve
Currency
Translation
Reserve
Hedging
Reserve
Legal reserves
in accordance
with article
342º CSC
Other Reserves
and Retained
Earnings
Total Net
Profit/(Loss)
Total Non-controlling
interests
(Note 16)
Total
Equity
Balance as at 1 January 2011- Restated 1,000,000,000 (320,000,000) 117,087,918 402,475 (2,107,724) 342,000,000 (605,792,419) (148,409,750) 168,595,954 700,186,204 75,372,692 775,558,896
Total compreensive income for the period - - - (2,290,561) 3,652,162 - (1,015,478) 346,123 44,478,397 44,824,520 (140,336) 44,684,184
Appropriation of profit of 2010:
Transfer to legal reserves and retained earnings
Acquisitions of shares of affiliated undertakings
Other reserves
-
-
-
-
-
-
22,526,963
-
-
-
-
-
-
-
-
-
-
-
193,439
(477,790)
146,068,991 168,595,954
193,439
(477,790)
(168,595,954)
-
-
-
193,439
(477,790)
-
1,276,561
466,283
-
1,470,000
(11,507)
Balance as at 30 September 2011 - Restated 1,000,000,000 (320,000,000) 139,614,881 (1,888,086) 1,544,438 342,000,000 (461,023,257) 20,247,976 44,478,397 744,726,373 76,975,200 821,701,573
Balance as at 1 January 2012- Restated 1,000,000,000 (320,000,000) 139,614,881 336,811 1,595,204 320,000,000 (443,083,226) 18,463,670 63,798,214 762,261,884 75,700,031 837,961,915
Total compreensive income for the period - - - (58,044) (2,461,241) - (685,564) (3,204,849) 20,500,533 17,295,684 (586,485) 16,709,199
Appropriation of profit of 2011:
Transfer to legal reserves and retained earnings
Dividends distributed
Income distribution
Others
-
-
-
-
-
-
-
-
742,928
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
63,055,286
(20,000,000)
-
296,247
63,798,214
(20,000,000)
-
296,247
(63,798,214)
-
-
-
-
(20,000,000)
-
296,247
-
(157,074)
(5,924,953)
284,628
-
(20,157,074)
(5,924,953)
580,875
Balance as at 30 September 2012 1,000,000,000 (320,000,000) 140,357,809 278,767 (866,037) 320,000,000 (400,417,257) 59,353,282 20,500,533 759,853,815 69,316,147 829,169,962

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIODS ENDED 30 SEPTEMBER 2012 AND 2011

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

(Amounts expressed in euro)

Notes 3st Quarter 2012 3st Quarter 2011
Restated
30 September 2012 30 September 2011
Restated
OPERATING ACTIVITIES
Net cash flow from operating activities (1) 180,968,611 112,483,760 160,742,685 (21,688,651)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments 471,573 603,264 1,760,402 17,927,497
Tangible and intangible assets 687,082 113,000 1,424,844 57,436,844
Interest and similar income 725,375 252,721 2,066,889 3,652,460
Loans granted 2,205,000 129,979,999 9,903,189 178,350,636
Dividends 99,002 181,586 299,699 745,871
Others - - - 1,247,168
4,188,032 131,130,570 15,455,023 259,360,476
Cash Payments arising from:
Tangible and intangible assets (22,658,776) (41,110,616) (80,542,573) (145,559,508)
Loans granted (2,433,000) (112,146,864) (11,203,189) (169,570,000)
Others (13) - (155) (12,807)
(25,091,789) (153,257,480) (91,745,917) (315,371,591)
Net cash used in investment activities (2) (20,903,757) (22,126,910) (76,290,894) (56,011,115)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 850,882,063 1,290,069,066 3,141,684,904 2,676,621,116
Capital increases, shareholder's loans and share premiums - - 580,875 -
Others - - - 1,470,000
850,882,063 1,290,069,066 3,142,265,779 2,678,091,116
Cash Payments arising from:
Loans obtained (976,356,780) (1,387,215,209) (3,316,322,540) (2,681,424,991)
Interest and similar charges (13,454,177) (19,353,630) (38,629,372) (56,610,194)
Dividends (25,924,953) - (26,082,027) -
Others (828,679) (627,834) (2,057,227) (1,943,897)
(1,016,564,589) (1,407,196,673) (3,383,091,166) (2,739,979,082)
Net cash used in financing activities (3) (165,682,526) (117,127,607) (240,825,387) (61,887,966)
Net increase/(decrease) in cash and cash equivalents (4) = (1) + (2) + (3) (5,617,672) (26,770,757) (156,373,596) (139,587,732)
Effect of foreign exchange rate (266,036) (1,788,152) (281,619) (1,777,292)
Cash and cash equivalents at the beginning of the period 14 98,346,886 82,439,264 249,087,227 195,267,099
Cash and cash equivalents at the end of the period 14 92,995,250 57,456,659 92,995,250 57,456,659

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2012

(Amounts expressed in euro)

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

1 INTRODUCTION

SONAE INVESTIMENTOS, SGPS, S.A. ("the Company" or "Sonae Investimentos"), with head office in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Portugal, is the Parent-company of a group of companies, as detailed in Notes 4, 5 and 6 ("Sonae Investimentos Group"), which business activity is described in the Note 27.

2 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the preparation of the consolidated financial statements for the period ended as at 31 December 2011, except for the change mentioned in Note 3.

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, subsidiaries and joint ventures, adjusted in the consolidation process, on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.

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

Until the date of approval of these financial statements there are no standards, interpretations, amendments and revisions that have been approved (endorsed) by the European Union, whose application is mandatory in 1 January 2012 or in future financial years and adopted in the period ended in 30 September 2012.

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 only in future financial years:

Effective date(for
financial years beginning
on/after)
IAS1 - Amendments (Presentation of items of Other Comprehensive Income) 01-07-2012
IAS 19 - Amendments (Employee Benefits) 01-01-2013

3 CHANGES IN ACCOUNTING POLICIES

During the period the Group changed in consolidation method for jointly controlled subsidiaries from proportion to equity.

IFRS 11 - Joint Arrangements, has been issued by the IASB but not yet approved ("endorsed") by the European Union. From the adoption of this standard is expected a significant impact on the consolidated financial statements, namely because the proportionate consolidation method will be abolished for jointly controlled entities.

During the period ended at 30 September 2012, in order to anticipate a probable endorsement of this standard and to facilitate the future comparison with the financial statements of the Company, Sonae Investimentos decided, from 1 January 2012 onwards, to start reporting all jointly controlled companies in accordance with the equity method.

All other accounting policies adopted are consistent with those followed in the preparation of annual financial statements for the year ended at 31 December 2011.

In accordance with IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, these changes in the Group's accounting policies were applied retrospectively. Therefore changes were made in the Consolidated Statements of Financial Position as at 1 January 2011, 30 September 2011 and 31 December 2011 and the Consolidated Income Statement for the period ended at 30 September 2011. The effects of these changes can be detailed as follows:

Statement of financial position at January 1, 2011

Before change Change in
consolidation
method from PROP
to EQM
Restated
Total assets 4,147,368,037 (24,289,874) 4,123,078,163
Non-current assets 3,028,962,898 (5,841,130) 3,023,121,768
Investments 88,444,013 15,979,796 104,423,809
Goodwill 518,235,811 (17,788,874) 500,446,937
Other non-current assets 2,422,283,074 (4,032,052) 2,418,251,022
Current assets 1,118,405,139 (18,448,744) 1,099,956,395
Equity 775,615,075 (56,179) 775,558,896
Attributable to shareholders 700,180,295 5,909 700,186,204
Non-controlling interests 75,434,780 (62,088) 75,372,692
Total liabilities 3,371,752,962 (24,233,695) 3,347,519,267
Non-current liabilities 1,765,376,569 (108,393) 1,765,268,176
Loans 1,210,270,255 - 1,210,270,255
Other liabilities 555,106,314 (108,393) 554,997,921
Current liabilities 1,606,376,393 (24,125,302) 1,582,251,091
Loans 108,475,740 (3,187,378) 105,288,362
Suppliers and other liabilities 1,497,900,653 (20,937,924) 1,476,962,729
Total equity and liabilities 4,147,368,037 (24,289,874) 4,123,078,163

Statement of financial position at September 30, 2011

Before change Change in
consolidation
method from PROP
to EQM
Restated
Total assets 3,988,645,890 (18,299,990) 3,970,345,900
Non-current assets 3,000,010,218 (5,912,856) 2,994,097,362
Investments 83,206,297 15,885,756 99,092,053
Goodwill 518,235,811 (17,788,874) 500,446,937
Other non-current assets 2,398,568,110 (4,009,738) 2,394,558,372
Current assets 988,635,672 (12,387,134) 976,248,538
Equity 821,754,929 (53,356) 821,701,573
Attributable to shareholders 744,720,465 5,908 744,726,373
Non-controlling interests 77,034,464 (59,264) 76,975,200
Total liabilities 3,166,890,961 (18,246,634) 3,148,644,327
Non-current liabilities 1,545,132,595 (67,717) 1,545,064,878
Loans 975,239,103 - 975,239,103
Other liabilities 569,893,492 (67,717) 569,825,775
Current liabilities 1,621,758,366 (18,178,917) 1,603,579,449
Loans 393,875,274 (3,106,937) 390,768,337
Suppliers and other liabilities 1,227,883,092 (15,071,980) 1,212,811,112
Total equity and liabilities 3,988,645,890 (18,299,990) 3,970,345,900

Statement of financial position at December 31, 2011

Before change Restated
Total assets 4,134,744,735 (11,224,365) 4,123,520,370
Non-current assets 3,004,769,431 (7,483,576) 2,997,285,855
Investments 79,797,769 13,497,230 93,294,999
Goodwill 517,042,098 (17,807,611) 499,234,487
Other non-current assets 2,407,929,564 (3,173,195) 2,404,756,369
Current assets 1,129,975,304 (3,740,789) 1,126,234,515
Equity 837,996,206 (34,291) 837,961,915
Attributable to shareholders 762,255,976 5,908 762,261,884
Non-controlling interests 75,740,230 (40,199) 75,700,031
Total liabilities 3,296,748,529 (11,190,074) 3,285,558,455
Non-current liabilities 1,496,286,242 (65,056) 1,496,221,186
Loans 912,748,107 - 912,748,107
Other liabilities 583,538,135 (65,056) 583,473,079
Current liabilities 1,800,462,287 (11,125,018) 1,789,337,269
Loans 380,944,864 (2,579,016) 378,365,848
Suppliers and other liabilities 1,419,517,423 (8,546,002) 1,410,971,421
Total equity and liabilities 4,134,744,735 (11,224,365) 4,123,520,370

Income statement at September 30, 2011

Before change Change in
consolidation
method from PROP
to EQM
Restated
Turnover 3,374,954,874 (19,176,889) 3,355,777,985
EBITDA 236,589,250 (352,581) 236,236,669
EBITDA margin 7.01% 0.03% 7.04%
Provisions and imparment losses (585,222) (48,199) (633,421)
Depreciation and amortisation (133,142,518) 363,919 (132,778,599)
EBIT 102,861,510 (36,861) 102,824,649
Finantial results (54,853,106) 200,429 (54,652,677)
Share of results of associated
undertakings
(896,619) (94,040) (990,659)
EBT 47,111,785 69,528 47,181,313
Taxes (2,840,369) (66,702) (2,907,071)
Profit/(Loss) after taxation 44,271,416 2,826 44,274,242
Atributable to the equity holders 44,478,397 - 44,478,397
Atributable to non-controlling
interests
(206,981) 2,826 (204,155)

4 GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

The subsidiaries included in the consolidated financial statements, its head offices and percentage of capital held as at 30 September 2012 and 31 December 2011 are as follows:

Percentage of capital held
30 September 2012 31 December 2011
COMPANY Head Office Direct Total Direct Total
Sonae Investimentos, SGPS, SA Matosinhos Holding Holding Holding Holding
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%
Carnes do Continente - Industria e Distribuição
Carnes, SA
a) Santarém 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%
Edições Book.it, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Estevão Neves - Hipermercados da Madeira, SA a) Madeira 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% 100.00% 100.00%
Fundo de Investimento Imobiliário Fechado
Imosede
a) Maia 54.55% 54.55% 54.55% 54.55%
Fundo de Investimento Imobiliário Fechado
Imosonae Dois
a) Maia 100.00% 100.00% 100.00% 100.00%
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 - Distribuição de Materiais de
Construção, SA
b) Maia 50.00% 50.00% 50.00% 50.00%
Modelo Continente Hipermercados, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Modelo Continente International Trade, SA a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Modelo Hiper Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%

9 Months Results 2012

SONAE INVESTIMENTOS, SGPS, SA

Modelo.com - Vendas p/Correspond., SA a) Maia 100.00% 100.00% 100.00% 100.00%
Peixes do Continente - Indústria e Distribuição
de Peixes, SA
a) Matosinhos 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%
1) SDSR – Sports Division SR, 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%
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) Amesterdam (The
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 MC – Modelo Continente, SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Sonaecenter Serviços II, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonaegest- Sociedade Gestora de Fundos de
Investimento, SA
a) Maia 60.00% 60.00% 60.00% 60.00%
Sonaerp – Retail Properties, SA a) Porto 100.00% 100.00% 100.00% 100.00%
Sonae Specialized Retail, 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%
SIAL Participações, Ltda a) São Paulo (Brazil) 100.00% 100.00% 100.00% 100.00%
Sondis Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sonvecap, BV a) Amesterdam (The
Netherlands)
100.00% 100.00% 100.00% 100.00%
Sport Zone Canarias , SL a) Tenerife (Spain) 51.00% 51.00% 51.00% 51.00%
Sport Zone España - Comércio de Articulos de
Deporte, SA
a) Madrid (Spain) 100.00% 100.00% 100.00% 100.00%
Sport Zone Sport Malz.Per.Satis Ith.Ve Tic Ltd
Sti
a) Istanbul (Turkey) 100.00% 100.00% 100.00% 100.00%
Têxtil do Marco, SA a) Marco de
Canaveses
92.76% 92.76% 92.76% 92.76%
Tlantic Portugal - Sistemas de Informação, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Tlantic Sistemas de Informação, Ltda a) Porto Alegre
(Brazil)
100.00% 100.00% 100.00% 100.00%
Todos os Dias - Com. Ret. Expl. C. Comer., SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
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%
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) Istanbul (Turkey) 100.00% 100.00% 100.00% 100.00%
ZYEvolution- Investig.e Desenvolvimento, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
a) Control held by majority of voting rights;
b) Control held by management control.

1) Ex- Sport Zone – Comércio de artigos de Desporto, SA.

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

5 INVESTMENTS IN JOINTLY CONTROLLED COMPANIES AND ASSOCIATED COMPANIES

Jointly controlled companies and associated companies, their head offices, the percentage of share capital held and their book value as at 30 September 2012 and 31 December 2011 are as follows:

Percentage of capital held
30 September 2012
31 December 2011
Book value
Company Head Office Direct Total Direct Total 30 September 2012 31 December 2011
Restated
MDS SGPS, SA (consolidated accounts) Maia 46.92% 46.92% 46.92% 46.92% 39,785,327 43,099,957
Mundo VIP Lisbon 33.34% 33.34% 33.34% 33.34% 1,101,337 1,101,337
1) Raso SGPS, SA (consolidated accounts) Lisbon 50.00% 50.00% 50.00% 50.00% 12,653,406 13,497,231
Sempre a Postos - Produtos Alimentares e
Utilidades, Lda
Lisbon 25.00% 25.00% 25.00% 25.00% 946,420 982,502
Total 54,486,490 58,681,026

1) Jointly controlled companies included by the proportional method in 2011 (Note 3).

Jointly controlled companies and associated companies were consolidated using the equity method.

The aggregated values of main financial indicators of jointly controlled companies and associated companies can be summarized as follows:

30 September 2012 31 December 2011
Restated
Assets 217,182,482 232,499,219
Liabilities 159,735,143 165,982,117
30 September
30 September 2012 2011 Restated
Income 120,086,780 137,512,857
Expenses 128,358,316 139,988,428

During the periods ended at 30 September 2012 and 2011, movements in investments, are made up as follows:

30 September 2012 30 September 2011
Restated
58,681,026 69,867,554
- (466,552)
(3,508,973) (990,659)
- (513,371)
(685,563) (3,313,590)
54,486,490 64,583,382

6 OTHER NON-CURRENT INVESTMENTS

Other non-current investments, their head offices, proportion of capital held and their book value as at 30 September 2012 and 31 December 2011 are as follows:

Percentage of capital held
30 September 2012 31 December 2011 Book value
Company Head Office Direct Total Direct Total 30 September 2012 31 December 2011
Restated
Dispar - Distrib.
de Participações,
SGPS,
S
A
Lisbon 14.28% 14.28% 14.28% 14.28% 9,976 9,976
Insco - Insular de Hipermerc., SA Ponta Delgada 10.00% 10.00% 10.00% 10.00% 748,197 748,197
Other investments 33,834,660 33,855,800
34,592,833 34,613,973

During the periods ended as at 30 September 2012 and 2011, movements in other non-current investments, are made up as follows:

30 September 2012 30 September 2011
Restated
Investments in other companies
Opening balance as at 1 January - restated 34,613,973 34,496,255
Increase/(Decrease) (21,140) -
Transfers - 12,416
Closing balance as at 30 September 34,592,833 34,508,671
Accumulated impairment losses - -
34,592,833 34,508,671
Financial investments advances
Opening balance as at 1 January - restated - 60,000
Decreases - (60,000)
- -
Balance at 30 September 34,592,833 34,508,671

Under the caption other non-current investments there is an amount of 33,716,716 euro (33,737,856 euro as at 31 December 2011), related to deposited amounts on an Escrow Account which are invested in investment funds with superior rating and guarantee contractual liabilities assumed by Sonae Investimentos which may arise from the sale of Sonae Distribuição Brasil,S.A. and for which provisions were recorded (Note 22 ).

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 to whether or not, to retain the Escrow Account for ongoing fiscal procedures that have not yet been decided. It is the understanding of the Board of Directors, based on legal opinions of Brazilian and Portuguese lawyers, that the company is acting in accordance with the agreement and that this amount shall be entirely received, and that there are legal means that may be operated so as to compel the buyer to authorize the reimbursement of the Escrow Account. There are negotiations currently under way between the two parties in order to release the above mentioned amount.

7 TANGIBLE ASSETS

During the nine months period ended at 30 September 2012 and 2011, 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 2012 - restated 1,651,284,310 1,156,118,956 167,412,568 28,062,619 3,002,878,453
Acquisitions 2,268,068 1,822,473 241,488 46,129,113 50,461,142
Disposals (1,921,204) (18,019,855) (4,580,270) (2,811,479) (27,332,808)
Exchange rate effect - (101,164) (40,387) - (141,551)
Transfers 973,424 37,538,715 5,778,208 (45,429,703) (1,139,356)
Closing balance as at 30 September 2012 1,652,604,598 1,177,359,125 168,811,607 25,950,550 3,024,725,880
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2012 - restated 256,086,860 527,857,301 124,835,975 - 908,780,136
Depreciation of the period 20,295,238 84,961,801 12,314,138 - 117,571,177
Disposals (345,414) (15,518,605) (4,370,208) - (20,234,227)
Exchange rate effect - (62,222) (32,483) - (94,705)
Transfers - (386,740) (195,487) - (582,227)
Closing balance as at 30 September 2012 276,036,684 596,851,535 132,551,935 - 1,005,440,154
Carrying amount as at 30 September 2012 1,376,567,914 580,507,590 36,259,672 25,950,550 2,019,285,726
Tangible assets
Tangible Total
Land and Plant and assets tangible
Buildings Machinery Others in progress assets
Gross assets:
Opening balance as at 1 January 2011 - restated 1,674,566,854 1,056,683,747 161,640,441 42,312,641 2,935,203,683
Acquisitions 5,481,515 2,030,628 594,265 101,046,772 109,153,180
Acquisitions of subsidiaries - - 43,720 - 43,720
Disposals (31,281,057) (11,657,852) (4,503,194) (1,654,809) (49,096,912)
Exchange rate effect - (143,366) (135,053) - (278,419)
Transfers 2,581,173 90,059,652 11,017,991 (105,960,929) (2,302,113)
Closing balance as at 30 September 2011 - restated 1,651,348,485 1,136,972,809 168,658,170 35,743,675 2,992,723,139
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2011 - restated 233,006,545 455,016,104 116,985,948 - 805,008,597
Depreciation of the period 21,995,115 80,149,953 13,624,797 - 115,769,865
Acquisitions of subsidiaries - - 41,837 - 41,837
Disposals (5,203,529) (10,695,828) (4,306,499) - (20,205,856)
Exchange rate effect - (87,597) (58,600) - (146,197)
Transfers (2,832) (2,808,032) (498,049) - (3,308,913)
Closing balance as at 30 September 2011 - restated 249,795,299 521,574,600 125,789,434 - 897,159,333
Carrying amount as at 30 September 2011 - restated 1,401,553,186 615,398,209 42,868,736 35,743,675 2,095,563,806

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

30 September 2012 30 September 2011
Restated
Refurbishment and expansion of stores located in Portugal 15,501,872 21,662,819
Refurbishment and expansion of stores located in Spain 1,934,475 4,236,269
Projects of stores for which advance payments were made 8,274,617 9,194,617
Others 239,586 649,970
25,950,550 35,743,675

8 INTANGIBLE ASSETS

During the nine months period ended at 30 September 2012 and 2011, movements in Intangible assets as well as depreciation and accumulated impairment losses, are made up as follows:

Intangible assets
Patents Intangible Total
and other assets intangible
similar rights Others in progress assets
Gross assets
Opening balance as at 1 January 2012 - restated 101,358,773 172,809,327 15,500,704 289,668,804
Acquisitions 167,356 8,374 12,396,309 12,572,039
Disposals (206,031) (1,144,690) (213,724) (1,564,445)
Exchange rate effect 3,885 (13,595) - (9,710)
Transfers 706,198 10,227,960 (11,021,909) (87,751)
Closing balance as at 30 September 2012 102,030,181 181,887,376 16,661,380 300,578,937
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2012 - restated 19,148,056 114,163,082 - 133,311,138
Depreciation of the period 2,538,592 14,002,255 - 16,540,847
Impairment losses (Note 22) - - 463,419 463,419
Disposals (200,795) (1,124,194) - (1,324,989)
Exchange rate effect (369) (15,798) - (16,167)
Transfers 34,017 (44,497) - (10,480)
Closing balance as at 30 September 2012 21,519,501 126,980,848 463,419 148,963,768
Carrying amount as at 30 September 2012 80,510,680 54,906,528 16,197,961 151,615,169
Intangible assets
Patents Intangible Total
and other assets intangible
similar rights Others in progress assets
Gross assets
Opening balance as at 1 January 2011 - restated 100,831,268 156,393,207 14,382,676 271,607,151
Acquisitions 462,025 809,492 10,716,838 11,988,355
Disposals (4,169) (1,824) (377,915) (383,908)
Exchange rate effect (11,248) (134,193) - (145,441)
Transfers 3,262 10,583,091 (10,877,120) (290,767)
Closing balance as at 30 September 2011 - restated 101,281,138 167,649,773 13,844,479 282,775,390
Accumulated depreciation
and impairment losses
Opening balance as at 1 January 2011 - restated 14,136,103 104,487,127 - 118,623,230
Depreciation of the period 2,790,797 14,217,937 - 17,008,734
Disposals (3,441) (1,794) - (5,235)
Exchange rate effect (125) (29,772) - (29,897)
Transfers (188,104) 145,560 - (42,544)
Closing balance as at 30 September 2011 - restated 16,735,230 118,819,058 - 135,554,288
Carrying amount as at 30 September 2011 - restated 84,545,908 48,830,715 13,844,479 147,221,102

The value of "Intangible assets in progress" relates mainly to IT projects and software development.

Additionally, this heading also includes the fair value attributed to a group of brands with indefinite useful lives, among which the "Continente" brand, 75,000,000 euro (the same amount as at 2011).

9 GOODWILL

During the period ended at 30 September 2012 and 31 December 2011, movements in "Goodwill", as well as in corresponding impairment losses, were made up as follows:

30 September 2012 31 December 2011
Restated
Gross value:
Opening balance - restated 501,821,163 501,821,163
Increases - -
Closing balance 501,821,163 501,821,163
Accumulated impairment
losses:
Opening balance - restated 2,586,676 1,374,227
Increases - 1,212,449
Closing balance 2,586,676 2,586,676
Carrying amount 499,234,487 499,234,487

10 OTHER INVESTMENTS

As at 30 September 2012 and 2011 movements in this caption can be detailed as follows:

30 September 2012 30 September 2011
Restated
Other investment
Opening balance as at 1 January - restated 3,059,200 15,185,750
Decreases in the period (1,751,850) (12,011,999)
Closing balance as at 30 September 1,307,350 3,173,751
Accumulated impairment losses - -
1,307,350 3,173,751
Derivative financial instruments
Fair value as at 1 January - restated 2,797,069 457,159
Increase/(Decrease) in fair value (2,640,357) 1,842,200
Fair value as at 30 September (Note 18) 156,712 2,299,359
Total of other investments 1,464,062 5,473,110

11 OTHER NON-CURRENT ASSETS

As at 30 September 2012 and 31 December 2011, "Other non-current assets" are detailed as follows:

30 September 2012 31 December 2011
Restated
Loans granted to related parties 18,976,002 17,935,689
Trade accounts receivable and other debtors
Bails 5,945,247 5,962,373
Legal deposits 1,003,797 851,831
Recognition of an amount receivable from Carrefour 9,758,510 10,595,846
Amount receivable for selling the Modelo Cont.Seguros 2,324,273 2,264,719
38,007,829 37,610,458
Accumulated impairment losses in other debtors (Note 22) (1,450,000) (1,450,000)
36,557,829 36,160,458
Other non-current assets 243,346 372,912
36,801,175 36,533,370

As a result of agreements signed in 2005 by former subsidiary - Sonae Distribuição Brazil, SA (sold to Wal-Mart in 2005) with Carrefour Comércio e Indústria Ltda, Sonae assumed the 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 10 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 was presented to Sonae, or proof of necessity of carrying out such costs for the licensing process as established on the mentioned agreement.

It is the understanding of the Board of Directors and the Group attorneys that the amount paid will be recovered. The company will start the legal proceedings against Carrefour Comércio e Indústria, Ltda. to recover the above mentioned amount. It's the Board of Directors and the Group attorneys understanding that the 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 with Brazilian law).

According to Group attorneys, the amount improperly received by Carrefour for which a reimbursement will be requested (25,340,145.80 Brazilian real), will earn interests at the SELIC rate, and it is the Board of Directors understanding that the legal proceedings will last up to 7 years.

12 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 September 2012 and 31 December 2011, "Trade accounts receivable and other current assets" are made up as follows:

30 September 2012 31 December 2011
Restated
Trade accounts receivable 35,144,208 38,401,033
Taxes recoverable 66,952,397 82,059,326
Granted loans to related companies 5,607,975 4,873,563
Other debtors
Trade suppliers - debtor balances 41,308,878 41,132,234
Advances to supliers 89,972 2,028,908
Credit sales sold to third parties 969,728 821,441
Special regime for settlement of tax and social security debts 12,047,568 12,047,568
VAT recoverable on real estate assets and discounts 1,143,681 444,020
Accounts receivable from the disposal of tangible fixed assets 663,539 884,326
Other debtors 9,990,606 12,124,340
66,213,972 69,482,837
Other current assets
Commercial discounts 42,821,817 29,495,919
Interests to be received 1,362,530 1,231,765
Commissions to be received 2,136,514 1,784,827
Rents 6,235,709 6,728,908
Condominiums management fee's 1,805,601 1,823,876
Insurance premiums paid in advance 6,323,195 3,610,428
Insurance claims 5,443,378 103,175
Software licenses 2,248,281 1,621,862
Other current assets 5,711,723 5,907,345
74,088,748 52,308,105
Accumulated impairment losses (Note 22) (19,510,138) (24,335,766)
228,497,162 222,789,098

13 DEFERRED TAX

Deferred tax assets and liabilities as at 30 September 2012 and 31 December 2011 are as follows, taking into consideration its temporary differences:

Deferred tax assets Deferred tax liabilities
30 September 2012 31 December 2011
Restated
30 September 2012 31 December 2011 Restated
Difference between fair value and acquisition cost 3,408,306 3,408,306 29,690,918 30,041,386
Harmonisation adjustments 82,379 82,760 67,953,972 63,532,275
Provisions and impairment losses not accepted for tax purposes 20,266,899 18,390,916 - -
Write-off of tangible and intangible assets 3,710,042 4,917,983 - -
Valuation of hedging derivatives 324,375 9,426 19,679 582,921
Amortisation of goodwill for tax purposes - - 23,383,054 22,336,051
Revaluation of tangible assets - - 1,734,123 1,835,383
Tax losses carried forward 100,536,453 89,372,529 - -
Reinvested capital gains/(losses) - - 1,099,132 1,197,663
Others 1,484,570 1,585,096 1,417,519 385,633
129,813,024 117,767,016 125,298,397 119,911,312

As at 30 September 2012 and 31 December 2011, and in accordance with tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

30 September 2012 31 December 2011 Restated
Tax losses carried
forward
Deferred tax
assets
Time limit Tax losses carried
forward
Deferred tax
assets
Time limit
With limited time use
Generated in 2007 1,223,112 305,778 2013 1,223,112 305,778 2013
Generated in 2008 1,219,236 304,808 2014 1,227,861 306,965 2014
Generated in 2009 1,605,688 401,422 2015 1,607,078 401,769 2015
Generated in 2010 99,670 24,918 2014 99,670 24,918 2014
Generated in 2011 307,261 76,815 2015 351,258 87,814 2015
Generated in 2012 11,711,505 2,927,877 2016 - -
16,166,472 4,041,618 4,508,979 1,127,244
Without limited time use - - - -
With a time limit different from the
above mentioned
321,649,451 96,494,835 294,183,253 88,245,285
337,815,923 100,536,453 298,692,232 89,372,529

As at 30 September 2012 and 31 December 2011, deferred tax assets resulting from tax losses were assessed and only recognized to the extent it was probable that sufficient taxable profits will be available in the future against which the deferred tax assets can be used, or when taxable temporary differences are recognized by the same entity and expected to reverse in the same period. This assessment was based on business plans of Sonae Investimentos companies, which are periodically reviewed and updated, and on identified and available tax planning opportunities.

As at 30 September 2012 tax losses carried forward, have not originated deferred tax assets for prudential reasons. These may be summarized as follows:

30 September 2012 31 December 2011 Restated
Tax losses carried
forward
Deferred tax credit Time limit Tax losses carried
forward
Deferred tax
credit
Time limit
With limited time use
Generated in 2006 273,208 68,303 2012 292,997 73,250 2012
Generated in 2007 375,767 93,943 2013 375,767 93,943 2013
Generated in 2008 3,549,398 887,350 2014 3,549,398 887,350 2014
Generated in 2009 5,302,815 1,325,703 2015 5,302,815 1,325,703 2015
Generated in 2010 5,386,907 1,346,727 2014 5,386,907 1,346,727 2014
Generated in 2011 4,292,265 1,073,066 2015 4,022,212 1,005,553 2015
Generated in 2012 3,073,845 768,461 2016 - -
22,254,205 5,563,553 18,930,096 4,732,526
Without limited time use 11,988,607 4,076,126 11,305,988 3,844,036
With a time limit different from the
above mentioned
13,458,398 4,037,519 190,967 38,193
47,701,210 13,677,198 30,427,051 8,614,755

14 CASH AND CASH EQUIVALENTS

As at 30 September 2012 and 31 December 2011 "Cash and cash equivalents" can be detailed as follows:

30 September 2012 31 December 2011
Restated
Cash at hand 6,689,472 6,908,592
Bank deposits 100,162,240 246,560,909
Treasury applications - 11,700
Cash and cash equivalents on the balance sheet 106,851,712 253,481,201
Bank overdrafts (Note 17) (13,856,462) (4,393,974)
Cash and cash equivalents on the statement of cash flows 92,995,250 249,087,227

Bank overdrafts, are recorded in the balance sheet under the caption Current bank loans.

15 SHARE CAPITAL

As at 30 September 2012, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares which do not hold right to any fixed income, with a nominal value of 1 Euro each.

As at 30 September 2012, the subscribed share capital was held as follows:

Entity %
Sonae, SGPS, S.A. 76.858%
Sonae Investments, BV 13.142%
Sonae Specialized Retail, SGPS, S.A. 10.000%

As at 30 September 2012, Efanor Investimentos S.G.P.S., S.A. and its subsidiaries held 52.48% of the share capital of Sonae, SGPS, S.A.

16 NON-CONTROLLING INTERESTS

Movements in non-controlling interests during the periods ended as at 30 September 2012 and 31 December 2011 are as follows:

30 September 2012 31 December 2011
Restated
Opening balance as at 1 January 75,700,031 75,372,692
Dividends (157,074) -
Income distribution (5,924,953) -
Acquisition/Creation of subsidiaries - 466,285
Capital increase with decrease of percentage - 1,276,562
Disposal of subsidiaries - 175,515
Others 212,261 50,896
Profit for the period attributable to non-controlling interests (514,118) (1,641,919)
Closing balance 69,316,147 75,700,031

17 LOANS

As at 30 September 2012 and 31 December 2011, "Loans" are made up as follows:

30 September 2012 31 December 2011 Restated
Outstanding amount Outstanding amount
Current Non Current Current Non Current
Bank loans
Sonae Investimentos, SGPS, S.A. - commercial paper - 306,000,000 - 282,000,000
Subsidiary of Sonae Investimentos - 75,000,000 - 75,000,000
Others 3,333,333 6,667,050 3,593,311 10,000,385
3,333,333 387,667,050 3,593,311 367,000,385
Bank overdrafts (Note 14) 13,856,462 - 4,393,974 -
Up-front fees beard with the issuance of loans (7,667) (628,684) (7,667) (806,486)
Bank loans 17,182,128 387,038,366 7,979,618 366,193,899
Bonds
Bonds Modelo Continente / 2005 / 2012 - - 150,000,000 -
Bonds Modelo Continente / 2007 / 2012 - - 200,000,000 -
Bonds Sonae Distribuição /
2007 /
2015
- 200,000,000 - 200,000,000
Bonds Sonae Distribuição /
2007 /
2015
155,000,000 155,000,000 - 310,000,000
Bonds Sonae Distribuição 2009 /
2014
16,000,000 10,000,000 16,000,000 26,000,000
Bonds Sonae Investimentos 2012 / 2017 - 170,000,000 - -
Up-front fees beard with the issuance of loans (62,463) (2,513,395) (143,080) (1,677,405)
Bonds 170,937,537 532,486,605 365,856,920 534,322,595
Other loans 23,263 109,369 33,466 126,395
Derivative instruments (Note 18) 822,915 - 42,744 -
Other loans 846,178 109,369 76,210 126,395
Obligations under finance leases 2,899,333 10,396,437 4,453,100 12,105,218
191,865,176 930,030,777 378,365,848 912,748,107

At 30 September 2012, Sonae Investimentos has agreed lines of credit and commercial paper amounting to 858 million euro, of which 210 million euro with firm commitments with maturity not exceeding one year and 548 million euro with firm commitments with maturity over 1 year.

Under the above mentioned lines of credit and commercial paper programs with firm commitments, the Group has 442 million euro credit facilities available to meet its liquidity requirements.

The interest rate at 30 September 2012 of bonds and loans was approximately 2.68% (2.51% on 31 December 2011).

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

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

30 September 2012 31 December 2011
Restated
N+1 191,112,391 378,473,851
N+2 90,159,106 186,845,604
N+3 391,933,303 238,114,232
N+4 312,476,500 379,551,343
N+5 137,994,982 107,985,347
After N+5 608,965 2,735,472
1,124,285,247 1,293,705,849

The maturities above were estimated in accordance with the contractual terms of loans and contracts.

18 DERIVATIVES

Exchange rate derivatives

In what concerns financial risk management policy, Sonae Investimentos uses exchange rate derivatives, essentially to hedge future cash flows.

As at 30 September 2012, the fair value of the exchange rate derivatives, calculated taking into consideration the present market value of equivalent financial instruments, is estimated as follows:

30 September 2012 31 December 2011
Restated
Assets (Note 10) 156,712 2,797,070
Liabilities (Note 17) (822,915) (42,744)
(666,203) 2,754,326

Gains or losses for the period arising from changes in the fair value of derivatives amounting to (666,203) euro ((2,213,373) euro at 30 September 2011).

Interest rate derivatives

As at 30 September 2012, the Group had no financial instrument derivative on the interest rate.

Fair value of derivatives

The fair value of the derivatives is detailed as follows:

Assets Liabilities
31 December 2011
30 September 2012
Restated
30 September 2012 31 December 2011
Restated
Hedging derivatives
Exchange rate 156,712 2,797,070 822,915 42,744
Interest rate - - - -
156,712 2,797,070 822,915 42,744

19 OTHER NON-CURRENT LIABILITIES

As at 30 September 2012 and 31 December 2011, the caption "Other non-current liabilities" was made up as follows:

30 September 2012 31 December 2011
Restated
Shareholders loans 420,513,259 419,530,355
Tangible fixed assets suppliers 1,150,000 1,187,500
Other non-current liabilities 2,800,359 2,870,898
Share based payments (Note 20) 1,603,803 1,378,150
Accruals and deferrals 3,839,477 3,269,602
Other non-current liabilities 429,906,898 428,236,505

This caption "Shareholder loans" includes a subordinate bond loan repayable after 10 years issued by Sonae Investimentos fully subscribed. This loan was fully subscribed and paid for by Sonae SGPS, SA on 28 December 2010, amounting to 400 million euro corresponding to 8,000 bonds with a nominal value of 50,000 euro each. The fair value of this loan as at 30 September 2012 is 40,563 euro (40,000 euro as at 31 December 2011) for each bond, having been determined based on the discounted cash flow method.

The above caption includes also the amount payable to participating companies refers to a shareholders' loan granted by a minority shareholder to a subsidiary that bears interest at usual market rate. The fair value of this loan is similar to its book value, with no defined maturity.

As at 30 September 2012, the caption "Other non-current liabilities" includes 822,078 euro (892,617 euro as at 31 December 2011) mainly refers to the estimated amounts to fulfil the legal and tax obligations of a Brazilian subsidiary which were considered appropriate to face up to future losses on lawsuits and for which legal deposits exist, which are recorded under the caption "Other non-current assets" (Note 11), with no defined maturity.

20 SHARE BASED PAYMENT PLANS

In 2012 and in previous years, Sonae Investimentos Group granted deferred performance bonuses to its directors and eligible employees. These are based on shares to be acquired at nil cost or near nil, three years after they were attributed to the employee. The purchase can be exercised during the period between the third anniversary of the grant date and the end of that year. The company has the choice to settle its responsibilities in cash instead of shares. The option can only be exercised if the employee still works for Sonae Group on the vesting date.

Liabilities arising from deferred performance bonuses as at 30 September 2012 and 31 December 2011 are made up as follows:

Grant Vesting Number of Fair value
year year participants 30 September 2012 31 December 2011
Restated
Shares
2009 2012 49 - 2,212,536
2010 2013 51 1,776,472 1,449,929
2011 2014 52 1,643,408 1,320,484
2012 2015 52 2,666,193 -
Total 6,086,073 4,982,949

As at 30 September 2012 and 31 December 2011 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:

30 September 2012 31 December 2011
Restated
Staff costs 1,658,333 336,832
Recorded in previous years 1,595,301 2,994,884
3,253,634 3,331,716
Other non-current liabilities (Note 19) 1,603,803 1,378,150
Other current liabilities (Note 21) 1,649,831 1,953,566
3,253,634 3,331,716

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

21 TRADE CREDITORS AND OTHER CURRENT LIABILITIES

As at 30 September 2012 and 31 December 2011 the caption "Trade creditors and other current liabilities" can be detailed as follows:

30 September 2012 31 December 2011
Restated
Trade creditors 933,057,933 1,114,978,891
Taxes payable 46,994,702 44,281,667
Other creditors
Tangible asset suppliers 23,535,885 43,161,637
Related undertakings - 472,201
Other debts 40,116,225 40,476,516
63,652,110 84,110,354
Other current liabilities
Staff costs 97,439,801 87,606,182
Interest payable 32,114,948 8,819,359
Marketing expenses 13,160,530 9,544,702
Other external supplies and services 33,824,391 41,105,839
Deferral of sales of extended warranties 10,594,265 -
Accrued income - rents 3,321,409 3,725,249
Real Estate Municipality tax 3,486,837 4,264,930
Share based payments (Note 20) 1,649,831 1,953,566
Others 5,362,633 8,331,352
200,954,646 165,351,179
1,244,659,391 1,408,722,091

The caption "Other debts" includes:

  • 22,597,300 euro (19,209,200 euro as at 31 December 2011), of attributed discounts not yet used referring to "Client card";

  • 5,964,573 euro (9,201,784 euro as at 31 December 2011) related to means of payments owned by clients as vouchers, gift cards and discount tickets; and

  • 5,221,751 euro (5,669,808 euro as at 31 December 2011) related to payable amounts to Sonae Distribuição Brasil, SA buyer as a result of responsibilities assumed with that entity.

22 PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in "Provisions and impairment losses", for the nine months period ended as at 30 September 2012 and 2011, were as follows:

Caption Balance as at
1 January 2012
restated
Increase Decrease Balance as at
30 September 2012
Accumulated impairment losses on intangible assets (Note
8)
1,496,933 463,419 - 1,960,352
Accumulated impairment losses on other non current
assets (Note 11)
1,450,000 - - 1,450,000
Accumulated impairment losses on trade accounts
receivable ans other debtors (Note 12)
24,335,766 5,021,153 (9,846,781) 19,510,138
Accumulated impairment losses on inventories 33,972,326 13,181,847 (4,269,700) 42,884,473
Non current provisions 35,325,262 47,327 (2,764,342) 32,608,247
Current provisions 2,249,330 - (21,000) 2,228,330
98,829,617 18,713,746 (16,901,823) 100,641,540
Caption Balance as at
1 January 2011
restated
Increase Decrease Balance as at
30 September 2011
restated
Accumulated impairment losses on trade accounts
receivable and other debtors
22,703,376 2,577,048 (871,219) 24,409,205
Accumulated impairment losses on inventories 20,666,324 12,485,467 (2,705,329) 30,446,462
Non current provisions 21,495,563 5,752,012 (551,782) 26,695,793
Current provisions 1,589,337 700,000 (40,007) 2,249,330
66,454,600 21,514,527 (4,168,337) 83,800,790

The caption "Non-current provisions" includes 9,712,230 euro (10,545,595 euro as at 31 December 2011) relating to contingencies assumed by the company, on the sale of the subsidiary Sonae Distribuição Brasil, S.A. in 2005. This provision is being used as costs are being incurred.

The caption non-current provisions and the movement in the period of this caption, also includes the estimated liabilities incurred by the Group on the sale of warranty extension programmes on products traded by Sonae SR business segment until 31 December 2011 in the amount of 19,906,204 euro (21,089,454 euro as at 31 December 2011). These extensions are granted for a period of one to three years after the legally binding warranty.

23 CONTINGENT ASSETS AND LIABILITIES

As at 30 September 2012 and 31 December 2011, the major Contingent liabilities were guarantees given, which can be detailed as follows:

30 setembro 2012 31 dezembro 2011
Reexpresso
Garantias prestadas:
por processos fiscais em curso 298,264,458 299,625,260
por processos autárquicos em curso 6,225,106 6,423,622
outras 25,846,505 26,480,085
Fianças prestadas a favor de subsidiárias (a) 172,973,984 127,221,883

a) Guarantees given to Tax Authorities in favor of subsidiaries to defer tax claims.

Tax claims includes 255.0 million euro (256.9 million euro as at 31 December 2011) related to appeals against additional corporate income tax assessments, as well as guarantees amounting to 163.8 million euro related to a VAT proceeding (164 million euro as at 31 December 2011).

Subsidiaries of Sonae MC and Sonae SR, granted guarantees in favour of the Portuguese Tax Administration, associated with tax claims for VAT, amounting to 148.6 million euro (148.6 million euro as at 31 December 2011), for which the Company has presented, or has the intention of presenting an impugnation. Portuguese tax authorities claim that the Company should have invoiced VAT related to promotional discounts invoiced to suppliers as these discounts depend on the acquisitions made by the Group during the year, and claim that the company should not have deducted VAT from discount vouchers used by its clients.

A Retail segment company in Brazil granted a guarantee of approximately 25 million euro (65,570,840 Brazilian real, as at 30 September 2012), on a tax claim, which is being judged by tax court.

As a consequence of the sale of a subsidiary company in Brazil, Sonae guaranteed the buyer all the losses incurred by that company arising on unfavourable 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 30 September 2012, 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 (26 million euro) related to programmes for the Brazilian State of tax recovery amount to near 39.3 million euro.

Furthermore, there are other tax lawsuits totalling 57.3 million euro for which the Board of Directors, based on the lawyers' assessment, understands will not imply future losses to the old subsidiary.

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

24 RELATED PARTIES

Balances and transactions with related parties are detailed as follows:

Sales and services rendered Purchases and services obtained
Transactions 30 September 2012 30 September 2011
Restated
30 September 2012 30 September 2011
Restated
Parent company 824,132 818,333 1,257,860 115,093
Jointly controlled companies 977,883 1,068,223 2,712,942 4,250,898
Associated companies 25,383,726 25,755,053 212,790 300,764
Other related parties (1) 43,352,025 47,462,959 52,209,556 51,939,678
70,537,766 75,104,568 56,393,148 56,606,433
Interest income Interest expenses
Transactions 30 September 2012 30 September 2011
Restated
30 September 2012 30 September 2011
Restated
Parent company - 233,815 22,068,599 24,895,115
Jointly controlled companies 242,576 106,550 - -
Associated companies 834,891 798,238 - -
Other related parties (1) - 272,219 3,870,613 821,840
1,077,467 1,410,822 25,939,212 25,716,955
Accounts receivable Accounts payable
Balances 30 September 2012 31 December 2011
Restated
30 September 2012 31 December 2011
Restated
Parent company 836,481 648,713 23,712,860 1,666,572
Jointly controlled companies 416,313 1,109,177 540,883 375,186
Associated companies 7,272,934 5,825,823 581,157 478,978
Other related parties (1) 19,788,265 23,171,764 20,200,388 19,399,225
28,313,993 30,755,477 45,035,288 21,919,961
Loans
Obtained Granted
Balances 30 September 2012 31 December 2011
Restated
30 September 2012 31 December 2011
Restated
Parent company (Note 19) 400,000,000 400,000,000 - -
Jointly controlled companies - - 5,600,000 -
Associated companies - - 18,976,001 18,459,118
Other related parties (1) 19,238,541 18,777,556 - -
419,238,541 418,777,556 24,576,001 18,459,118

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

The recorded amounts as Obtained Loans from participating companies refer to loans granted to subsidiaries by its shareholders, which bear interests at market rates.

25 INCOME TAX

Income tax for the nine months period ended on 30 September 2012 and 2011 is detailed as follows:

30 September 2012 30 September 2011
Restated
Current tax 13,591,344 10,626,988
Deferred tax (10,369,295) (7,719,917)
3,222,049 2,907,071

26 EARNINGS PER SHARE

Earnings per share for the nine months period ended on 30 September 2012 and 2011 were calculated taking into consideration the following amounts:

30 September 2012 30 September
2011 Restated
Net profit
Net profit taken into consideration t
o calculate basic earnings per
share (consolidated profit for the period)
20,500,533 44,478,397
Net profit taken into consideration t
o calculate diluted earnings per
share
20,500,533 44,478,397
Number of shares
Weighted average number of shares used t
o calculated basic
earnings per share
900,000,000 900,000,000
Weighted average number of shares used t
o calculated diluted
earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) 0.022778 0.049420

On 30 September 2012 and 2011 there is no dilutive effect on the number of shares outstanding.

27 SEGMENT INFORMATION

The contribution of the main segments for the nine months period ended on 30 September 2012 and 2011 can be detailed as follows:

Sonae MC Sonae SR Sonae RP Others Total
30 September 2012
Turnover 2,405,267,313 845,794,515 89,465,297 (37,253,904) 3,303,273,221
Ex-Fuel 2,405,267,313 845,794,515 89,465,297 (37,253,904) 3,303,273,221
Fuel - - - - -
Amortisation, provisions and
impairment losses
65,998,804 48,091,156 22,811,115 2,744,048 139,645,123
EBIT 106,445,456 (86,178,964) 58,785,479 5,349,019 84,400,990
Invested capital 374,941,963 372,871,705 1,342,995,687 133,128,606 2,223,937,961
Sales area [000 m2
]
550 413 - 60 1,023
Sonae MC Sonae SR Sonae RP Others Total
30 September 2011 - Restated
Turnover 2,439,257,794 861,091,445 89,361,575 (33,932,829) 3,355,777,985
Ex-Fuel 2,420,943,383 861,091,445 89,361,575 (33,932,829) 3,337,463,574
Fuel 18,314,411 - - - 18,314,411
Amortisation, provisions and
impairment losses
68,835,055 46,350,311 23,009,291 3,178,335 141,372,992
EBIT 81,028,690 (55,635,524) 74,493,004 2,705,979 102,592,149
Invested capital 552,894,455 444,248,343 1,366,238,564 133,752,989 2,497,134,351
Sales area [000 m2
]
547 402 - 60 1,009

Sonae MC

Includes the contribution of Group's activity related with the insignias of food based retail (Continente, Bom Bocado, Wells and Book.it) and fuels.

Sonae SR

Includes the contribution of Group´s activity related with the insignia of non-food retail (Worten, Worten Mobile, Worten Gamer, Sport Zone, Loop, Modalfa and Zippy).

Sonae RP

Includes real estate assets owned and managed by Sonae Investimentos, namely commercial galleries associated to units Continente and Continente Modelo.

Others

Include consolidation adjustments and eliminations of intra-group balances and contribution from other companies not included in the previous segments. These values also include the elimination of rents invoiced by the Real Estate Segment to other Segments, presented in the turnover caption.

EBIT

Turnover + Other income – Operational costs + Gains / losses on sales of businesses – Amortisations, provisions and impairment losses.

Capital employed

Gross real estate assets + other fixed assets (including Goodwill) - Amortisations and impairment losses + Financial investments + Working capital.

28 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and authorized for issue on 12 November 2012.

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Nuno Manuel Moniz Trigoso Jordão

Condensed individual financial statements

CONDENSED INDIVIDUAL STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2012 AND 2011 AND AS AT 31 DECEMBER 2011

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

(Amounts expressed in euro)

ASSETS Notes 30.September.2012 30.September.2011 31.December.2011
NON-CURRENT ASSETS:
Tangible assets 67 93 86
Intangible assets 1,833 3,769 3,656
Investments 4 2,650,329,951 2,695,353,144 2,650,119,951
Deferred tax assets 5 2,944,026 3,001,047 82,690
Other non-current assets 6 1,436,977,274 1,254,546,989 1,590,401,623
Total Non-Current Assets 4,090,253,151 3,952,905,042 4,240,608,006
CURRENT ASSETS:
Trade accounts receivable and other current assets 7 204,264,860 497,045,700 203,305,426
Cash and cash equivalents 8 11,076,649 21,129,530 132,716,621
Total Current Assets 215,341,509 518,175,230 336,022,047
TOTAL ASSETS 4,305,594,660 4,471,080,272 4,576,630,053
EQUITY AND LIABILITIES
EQUITY:
Share capital 1,000,000,000 1,000,000,000 1,000,000,000
Reserves and retained earnings 1,329,382,832 1,334,524,273 1,334,524,273
Profit for the period 14,453,933 11,676,111 14,858,559
TOTAL EQUITY 2,343,836,765 2,346,200,384 2,349,382,832
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 10 843,466,798 967,458,503 824,618,550
Deferred tax liabilities 5 374 920 784
Other non-current liabilities 11 400,000,000 400,126,834 400,126,731
Total Non-Current Liabilities 1,243,467,172 1,367,586,257 1,224,746,065
CURRENT LIABILITIES:
Loans 10 176,638,647 384,722,007 369,740,894
Trade creditors and other current liabilities 12 541,652,076 372,571,624 632,760,262
Total Current Liabilities 718,290,723 757,293,631 1,002,501,156
TOTAL EQUITY AND LIABILITIES 4,305,594,660 4,471,080,272 4,576,630,053

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

CONDENSED INDIVIDUAL INCOME STATEMENTS FOR THE PERIODS ENDED 30 SEPTEMBER 2012 AND 2011

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

(Amounts expressed in euro)

Notes rd Quarter 2012
3
rd Quarter 2011
3
30.September.2012 30.September.2011
Services rendered 498,474 530,372 1,424,626 1,492,760
Gains or losses on investments 15 8,073,496 - 32,719,872 31,007,295
Financial income 16 12,280,476 12,884,246 38,619,429 36,813,266
Other income 190,217 8,200 330,951 17,614
External supplies and services (776,740) (411,996) (2,037,063) (1,251,897)
Staff costs (64,494) 101,842 (70,696) (41,202)
Depreciation and amortisation (614) (587) (1,843) (1,893)
Financial expenses 16 (21,454,426) (20,461,162) (62,024,938) (59,047,728)
Other expenses (25,207) (4,970) (331,712) (336,893)
Profit/(Loss) before taxation (1,278,818) (7,354,055) 8,628,626 8,651,322
Taxation 2,197,969 1,833,520 5,825,307 3,024,789
Profit/(Loss) after taxation 919,151 (5,520,535) 14,453,933 11,676,111
Earnings per share 17 0.0010 (0.0061) 0.0161 0.0130

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

CONDENSED INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME FOR THE PERIODS ENDED AT 30 SEPTEMBER 2012 AND 2011

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

(Amounts expressed in euro)

rd Quarter 2012
3
rd Quarter 2011
3
30.September.2012 30.September.2011
Net Profit / (Loss) for the period 919,151 (5,520,535) 14,453,933 11,676,111
Changes in hedge and fair value reserves - 336,183 - 1,854,317
Total comprehensive income for the period 919,151 (5,184,352) 14,453,933 13,530,428

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

CONDENSED INDIVIDUAL STATEMENTS OF CHANGE IN EQUITY FOR THE PERIODS ENDED AT 30 SEPTEMBER 2012 AND 2011

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

(Amounts expressed in euro)

Share Legal Hedging Other Reserves and Net Total
Capital Reserve Reserve Reserves Retained Profit/(Loss)
Earnings
Balance as at 1 January 2011 1,000,000,000 117,087,918 (1,854,317) 766,897,093 882,130,694 450,539,262 2,332,669,956
Total comprehensive income for the period - - 1,854,317 - 1,854,317 11,676,111 13,530,428
Appropriation of profit of 2010: - - - - - - -
Transfer to legal reserves and retained earnings - 22,526,963 - 428,012,299 450,539,262 (450,539,262) -
Balance as at 30 September 2011 1,000,000,000 139,614,881 - 1,194,909,392 1,334,524,273 11,676,111 2,346,200,384
Balance as at 01 January 2012 1,000,000,000 139,614,881 - 1,194,909,392 1,334,524,273 14,858,559 2,349,382,832
Total comprehensive income for the period - - - - - 14,453,933 14,453,933
Appropriation of profit of 2011: - - - - - - -
Transfer to legal reserves and retained earnings - 742,928 - - 742,928 (742,928) -
Dividends distributed - - - (5,884,369) (5,884,369) (14,115,631) (20,000,000)
Balance as at 30 September 2012 1,000,000,000 140,357,809 - 1,189,025,023 1,329,382,832 14,453,933 2,343,836,765

Reserves and Retained Earnings

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

CONDENSED INDIVIDUAL CASH FLOW STATEMENTS FOR THE PERIODS ENDED 30 SEPTEMBER 2012 AND 2011

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

(Amounts expressed in euro)

Notes rd Quarter 2012
3
3 rd Quarter 2011 30.September.2012 30.September.2011
OPERATING ACTIVITIES
Net cash flow from operating activities (1) 7,973,329 (13,775,463) 4,820,474 4,258,874
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments - - - 91,365,276
Interests and similar income 666,312 1,502,779 31,516,780 33,359,651
Dividends - - 24,646,376 25,053,099
Others 8,073,496 - 8,073,496 29,954
Loans granted 224,313,219 503,844,135 733,335,979 1,020,471,539
233,053,027 505,346,914 797,572,631 1,170,279,519
Cash payments arising from:
Investments - - (210,000) (884,736)
Tangible and intangible assets - (218) (492) (218)
Others - - - (12,807)
Loans granted (194,834,000) (499,200,965) (572,538,347) (1,169,261,569)
(194,834,000) (499,201,183) (572,748,839) (1,170,159,330)
Net cash used in investment activities (2) 38,219,027 6,145,731 224,823,792 120,189
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained 1,535,419,000 1,846,134,669 4,921,218,150 4,324,978,431
1,535,419,000 1,846,134,669 4,921,218,150 4,324,978,431
Cash payments arising from:
Loans obtained (1,565,327,667) (1,847,473,023) (5,224,353,039) (4,389,725,165)
Interests and similar charges (10,464,101) (17,138,744) (29,966,486) (56,518,857)
Dividends (20,000,000) - (20,000,000) (68)
(1,595,791,768) (1,864,611,767) (5,274,319,525) (4,446,244,090)
Net cash used in financing activities (3) (60,372,768) (18,477,098) (353,101,375) (121,265,659)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) (14,180,412) (26,106,830) (123,457,109) (116,886,596)
Cash and cash equivalents at the beginning of the period 22,881,616 36,641,788 132,158,313 127,421,554
Cash and cash equivalents at the end of the period 8 8,701,204 10,534,958 8,701,204 10,534,958
The accompanying notes are part of these condensed individual financial statements.
The Board of Directors
40 12-11-2012

NOTES TO THE CONDENSED INDIVIDUAL FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SETPEMBER 2012

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

(Amounts expressed in euro)

1 INTRODUCTION

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

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

2 BASIS OF PREPARATION

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

3 PRINCIPAL ACCOUNTING POLICIES

The accounting policies adopted are consistent with those described in the file of the annual financial statements for the year ended 31 December 2011.

4 INVESTMENTS

As at 30 September 2012 and 31 December 2011, the investments caption is made up as follows:

30.September.2012 31.December.2011
Company % held Final balance % held Final balance
Azulino - Imobiliária, SA 100.00% 498,025 100.00% 498,025
Bertimóvel - Sociedade Imobiliária, SA 100.00% 2,115,000 100.00% 2,115,000
Canasta - Empreendimentos Imobiliários, SA 100.00% 1,669,375 100.00% 1,669,375
Chão Verde - Sociedade de Gestão Imobiliária, SA 100.00% 2,244,591 100.00% 2,244,591
Citorres - Sociedade Imobiliária, SA 100.00% 477,848 100.00% 477,848
Contimobe - Imobiliária do Castelo de Paiva, SA 100.00% 231,318,722 100.00% 231,318,722
Cumulativa - Sociedade Imobiliária, SA 100.00% 2,390,191 100.00% 2,355,191
Fozimo - Sociedade Imobiliária, SA 100.00% 24,940 100.00% 24,940
Fozmassimo - Sociedade Imobiliária, SA 100.00% 6,264,902 100.00% 6,264,902
Fundo de Investimento Imobiliário Fechado Imosede 54.55% 64,415,021 54.55% 64,415,021
Fundo de Investimento Imobiliário Imosonae Dois 74.94% 108,755,437 74.94% 108,755,437
Igimo - Sociedade Imobiliária, SA 100.00% 220,000 100.00% 220,000
Iginha - Sociedade Imobiliária, SA 100.00% 1,359,000 100.00% 1,359,000
Imoconti - Sociedade Imobiliária, SA 100.00% 380,000 100.00% 380,000
Imoestrutura - Sociedade Imobiliária,SA 100.00% 24,940 100.00% 24,940
Imomuro - Sociedade Imobiliária, SA 100.00% 999,940 100.00% 999,940
Imoresultado - Sociedade Imobiliária, SA 100.00% 109,736 100.00% 109,736
Imosistema - Sociedade Imobiliária, SA 100.00% 280,000 100.00% 280,000
MDS, SGPS, SA 46.92% 51,000,000 46.92% 51,000,000
MJLF - Empreendimentos Imobiliários, SA 100.00% 1,809,397 100.00% 1,809,397
Modelo - Distribuição de Materiais de Construção, SA 50.00% 9,790,614 50.00% 9,790,614
Modelo Hiper Imobiliária, SA 100.00% 10,655,164 100.00% 10,655,164
Modelo.Com - Vendas por Correspondência, SA 100.00% 12,637,016 100.00% 12,637,016
Mundo Vip - Operadores Turísticos, SA 33.34% 1,101,337 33.34% 1,101,337
Predicomercial - Promoção Imobiliária, SA 100.00% 6,372,293 100.00% 6,372,293
Raso, SGPS, SA 50.00% 24,500,000 50.00% 24,500,000
Selifa - Sociedade de Empreendimentos Imobililiários, SA 100.00% 1,513,379 100.00% 1,513,379
Sempre à Mão - Sociedade Imobiliária, SA 100.00% 2,130,558 100.00% 2,130,558
Sesagest - Projectos e Gestão Imobiliária, SA 100.00% 36,677,088 100.00% 36,677,088
Socijofra - Sociedade Imobiliária, SA 100.00% 550,000 100.00% 550,000
Sociloures - Sociedade Imobiliária, SA 100.00% 10,000,000 100.00% 10,000,000
Soflorin, BV 100.00% 257,309,037 100.00% 257,309,037
Sonae - Specialized Retail, SGPS, SA 100.00% 1,050,000,000 100.00% 1,050,000,000
Sonae Capital Brasil, SA 37.00% 19,600,307 37.00% 19,600,307
Sonae Center Serviços II, SA 100.00% 58,032,319 100.00% 58,032,319
Sonae MC - Modelo Continente, SGPS, SA 100.00% 600,000,000 100.00% 600,000,000
Sonaegest - Soc. Gest. de Fundos de Investimentos, SA 40.00% 384,351 40.00% 384,351
Sonaerp - Retail Properties, SA 100.00% 114,495,350 100.00% 114,495,350
Sondis Imobiliária, SA 100.00% 474,940 100.00% 474,940
Sonvecap, BV 100.00% 3,000,000 100.00% 3,000,000
Tlantic Portugal - Sistemas de Informação, SA 100.00% 1,068,316 100.00% 893,316
Valor N, SA 100.00% 2,087,315 100.00% 2,087,315
Total 2,698,736,448 2,698,526,448
Impairment (48,406,497) (48,406,497)
Total 2,650,329,951 2,650,119,951

5 DEFERRED TAX

Deferred tax assets and liabilities as at 30 September 2012 and 31 December 2011 are as follows, split between the different types of temporary differences:

Assets
30.September.2012 31.December.2011
Fiscal losses carried forward 2,910,697 -
Others 33,329 82,690
2,944,026 82,690
Liabilities
30.September.2012 31.December.2011
Differences between amortisations
for accounting and tax purposes 374 784
374 784

6 OTHER NON-CURRENT ASSETS

As at 30 September 2012 and 31 December 2011 the non-current assets were as follows:

30.September.2012 31.December.2011
Loans granted 1,436,103,001 1,589,586,905
Other debtors 874,273 814,718
1,436,977,274 1,590,401,623

These loans earn interests at market rates indexed to Euribor and their fair value is similar to their carrying amount. The loans refer to loans granted to subsidiaries with no defined maturity.

There are no past due or impaired on loans receivable as at 30 September 2012 and 31 December 2011. The fair value of loans granted to group companies is considered to be similar to its carrying amount.

7 TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 September 2012 and 31 December 2011 the non-current assets were as follows:

30.September.2012 31.December.2011
Trade accounts receivable 361,009 525,861
Group companies 126,285,028 166,141,874
Other debtors 5,005,776 5,453,996
Tax recoverable 33,125,391 27,680,590
Other current assets 39,487,656 3,503,105
204,264,860 203,305,426

The caption group companies includes: (i) the amount of 105,983,259 euro (141,714,282 euro in 31 December 2011) related to short term loans and interest to group companies; (ii) the amount of 20,301,769 euro (24,427,592 euro in 31 December 2011) related to income tax calculated by the group companies taxed in accordance with the Special Regime for Taxing Group of Companies.

The caption other debtors includes 4,778,747 euro (the same amount as at 31 December 2011), related to tax claims of tax assessments paid to tax authorities. No provision or impairment was recorded in order to face possible losses as it is understood by the Board of Directors that the outcome of these claims will be favourable to the Company.

The caption "Other current assets" includes mainly receivables relating to interest, from loans granted to group companies.

8 CASH AND CASH EQUIVALENTS

As at 30 September 2012 and 31 December 2011, cash and cash equivalents can be detailed as follows:

30.September.2012 31.December.2011
Cash 550 550
Bank deposits 11,076,099 132,716,071
Cash and cash equivalents on the balance sheet 11,076,649 132,716,621
Bank overdrafts (2,375,445) (558,308)
Cash and cash equivalents on the cash flows
statement
8,701,204 132,158,313

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

9 SHARE CAPITAL

As at 30 September 2012 and 31 December 2011, the share capital, which is fully subscribed and paid for, is made up by 1,000,000,000 ordinary shares, with a nominal value of 1 euro each.

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

As at 30 September 2012 and 31 December 2011, the subscribed share capital was held as follows:

30.September.2012 31.December.2011
Sonae, SGPS, SA 76.86% 76.86%
Sonae Investments BV 13.14% 13.14%
Sonae - Specialized Retail, SGPS, SA 10.00% 10.00%

10 BORROWINGS

As at 30 September 2012 and 31 December 2011, loans are made as follows:

30.September.2012 31.December.2011
Bonds Sonae Distribuição 2007/2015 200,000,000 200,000,000
Bonds Sonae Distribuição Setembro 2007/2015 155,000,000 310,000,000
Bonds Sonae Distribuição 2009/2014 10,000,000 26,000,000
Bonds Sonae Investimentos 2012/2017 170,000,000 -
Up-front fees not yet charged to income statement (2,513,395) (1,677,405)
Bond loans 532,486,605 534,322,595
Commercial paper 306,000,000 282,000,000
Other bank loans 5,000,000 8,333,334
Up-front fees not yet charged to income statement (19,807) (37,379)
Bank loans 310,980,193 290,295,955
Non-current loans 843,466,798 824,618,550
30.September.2012 31.December.2011
Bonds Modelo Continente 2007/2012 - 200,000,000
Bonds Sonae Distribuição Setembro 2007/2015 - 150,000,000
Bonds Sonae Distribuição 2009/2014 16,000,000 16,000,000
Bonds Sonae Distribuição 2007/2015 155,000,000 -
Up-front fees not yet charged to income statement (62,463) (143,080)
Bond loans 170,937,537 365,856,920
Other bank loans 3,333,333 3,333,333
Up-front fees not yet charged to income statement (7,667) (7,667)
Bank overdrafts (note 8) 2,375,444 558,308
Bank loans 5,701,110 3,883,974
Current loans 176,638,647 369,740,894

As at 30 September 2012 Sonae Investimentos has agreed lines of credit and commercial paper programs amounting 830 million euro, out of which 182 million with firm commitments with maturity not exceeding one year and 548 million euro with firm commitments with maturity over one year.

Under the above mentioned lines of credit and commercial paper programs with firm commitments, the company had 424 million euro credit facilities available to meet its liquidity requirements.

The interest rate as at 30 September 2012 of the bonds and bank loans was, on average, 2.60% (2.37% as at 31 December 2011).

11 OTHER NON-CURRENTS LIABILITIES

As at 30 September 2012 and 31 December 2011 this caption includes a subordinate bond loan, repayable in 10 years issued by Sonae Investimentos at market conditions. This loan was fully subscribed and paid for Sonae SGPS, SA on 28 December 2010 amounting to 400,000,000 euro, relating 8,000 bonds with nominal value of 50,000 euro each.

As at 30 September 2012 the fair value of this bond loan is 40,563 euro (40,000 euro on 31 December 2011) per bond, and was determined based on discounted cash flows method.

12 TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 September 2012 and 31 December 2011, this heading is made up as follows:

30.September.2012 31.December.2011
Trade accounts payable 62,740 1,092,558
Group companies 492,330,399 618,102,501
Other accounts payable 43,540 1,572,506
Tax and contributions payable 6,201,701 1,919,990
Other current liabilities 43,013,696 10,072,707
541,652,076 632,760,262

The caption group companies includes: (i) 477,286,335 euro (605,087,891 euro on 31 December 2011) related to short term loans of the group companies; (ii) the amount 15,044,064 euro (13,014,610 euro on 31 December 2011) related to income tax calculated by the group companies taxed in accordance with the Special Regime for Taxing Group of Companies.

The caption "Other current liabilities" includes mainly accrued interests not yet due relating to loans obtained.

13 CONTINGENT LIABILITIES

As at 30 September 2012 and 31 December 2011 the contingent liabilities were detailed as follows:

30.September.2012 31.December.2011
Guarantees rendered:
related to tax claims awaiting outcome (a) 268,323,385 222,571,285
related to local and municipal claims awaiting outcome 28,938 28,938
others 10,633,112 10,643,765
Guarantees given in favour of subsidiaries (b) 48,082,127 48,082,127

a) Includes the amount of 263,144,428 euro (217,392,328 euro as at 31 December 2011) referring to corporate income tax claims awaiting outcome and the amount of 5,178,957 euro (5,178,957 euro as at 31 December 2011) relating to stamp duty claims.

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

No provision has been recognized for these tax additional assessments, to which some guarantees were made, as the Board of Directors expects their outcome to be favorable to the Company with no additional liability.

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

14 RELATED PARTIES

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

30.September.2012 31.December.2011
Balance:
Parent company 141,037 31,894
Subsidiaries 56,782,921 55,144,842
Jointly controlled companies 71,371 42,159
Associated companies 1,515,763 1,904,719
Other related parties 9,156 -
Accounts receivable 58,520,248 57,123,614
Parent company 23,202,133 1,410,945
Subsidiaries 25,217,619 15,859,308
Associated companies 40,382 -
Other related parties 3,249,584 17
Accounts payable 51,709,717 17,270,270
Subsidiaries 1,517,510,259 1,678,678,093
Jointly controlled companies 5,600,000 4,300,000
Associated companies 18,976,001 17,935,689
Loans granted 1,542,086,261 1,700,913,782
Parent company 347,400,000 347,400,000
Subsidiaries 477,286,335 605,087,891
Other related parties 52,600,000 52,600,000
Loans obtained 877,286,335 1,005,087,891
30.September.2012 30.September.2011
Transactions:
Subsidiaries 749,997 749,997
Associated companies 674,629 742,763
Services rended 1,424,626 1,492,760
Parent company 856,628 37,500
Subsidiaries 54 -
Jointly controlled companies - 302
Associated companies 20,392 20,235
Other related parties 580 1,222
Purchases and services obtained 877,654 59,259
Parent company 117,227 645
Subsidiaries 206,847 5,126
Associated companies 180 -
Other income 324,254 5,771
Parent company - 180,754
Subsidiaries 36,976,423 34,509,752
Jointly controlled companies 242,576 106,550
Associated companies 834,891 738,684
Interest income 38,053,890 35,535,740
Parent company 22,068,599 24,895,115
Subsidiaries 9,030,334 4,655,577
Other related parties 3,202,756 -
Interest expenses 34,301,689 29,550,692
Subsidiaries 24,489,302 24,978,000
Associated companies 157,074 75,099
Dividend income 24,646,376 25,053,099
Subsidiaries 8,073,496 224,736
Income from Investment Fund Participation Units 8,073,496 224,736
Other related parties - 224,736
Investments acquisition 16,146,992 674,208

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

During 9 months ended on 30 September 2012 and 2011 did not occur any transactions including granted loans to the Company's Directors.

15 INVESTMENT INCOME

As at 30 September 2012 and 2011 investment income is as follows:

30.September.2012 30.September.2011
Dividends 24,646,376 25,053,099
Income from Investment Fund Participation Units 8,073,496 -
Gains on the sale of investments - 5,954,196
32,719,872 31,007,295

16 FINANCIAL INCOME

As at 30 September 2012, this caption includes the amount of 38,583,983 euro (35,807,728 euro as at 30 September 2011) related to receivable interests and the amount of 57,722,754 euro (55,147,117 euro as at 30 September 2011) related to payable interests.

17 EARNINGS PER SHARE

Earnings per share for the periods ended 30 September 2012 and 2011 were calculated taking into consideration the following amounts:

30.September.2012 30.September.2011
Net Profit
Net profit taken into consideration to calculate
basic earnings per share (Net profit foor the period)
14,453,933 11,676,111
Net profit taken into consideration to calculate
diluted earnings per share
14,453,933 11,676,111
Number of shares
Weighted average number of shares used to calculate
basic earnings per share
900,000,000 900,000,000
Weighted average number of shares used to calculate
diluted earnings per share
900,000,000 900,000,000
Earnings per share (basic and diluted) 0.0161 0.0130

18 APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 12 November 2012.

19 INFORMATION REQUIRED BY LAW

Decree-Law n er 318/94 art. 5 th n er 4 th

During the period ended as at 30 September 2012 shareholders' loan contracts were signed with the following companies:

Soflorin BV

During the period ended as at 30 September 2012, treasury application agreements were signed with the following companies:

Carnes do Continente - Indústria e Distribuição de Carnes, SA

Estevão Neves – Hipermercados da Madeira, SA

Pharmacontinente - Saúde e Higiene, SA

Raso, SGPS, SA

Raso Viagens e Turismo, SA

Sonae, SGPS, SA

Tlantic Portugal - Sistemas de Informação, SA

As at 30 September 2012 amounts owed by subsidiaries can be detailed as follows:

Company 30.September.2012
Azulino - Imobiliária, SA 3,920,174
Bom Momento - Comércio Retalhista, SA 335,000
Bertimóvel - Sociedade Imobiliária, SA 24,883,000
Canasta - Empreendimentos Imobiliários, SA 2,174,208
Chão Verde - Sociedade de Gestão Imobiliária, SA 4,906,050
Citorres - Sociedade Imobiliária, SA 3,094,050
Contimobe - Imobiliária do Castelo de Paiva, SA 43,353,807
Continente Hipermercados, SA 33,958,450
Cumulativa - Sociedade Imobiliária, SA 2,229,333
Edições Book.it, SA 4,631,000
Farmácia Selecção, SA 3,536,050
Fashion Division, SA 7,775,000
Fozimo – Sociedade Imobiliária, SA 1,569,301
Igimo – Sociedade Imobiliária, SA 674,050
Iginha – Sociedade Imobiliária, SA 19,118,462
Imoconti – Sociedade Imobiliária, SA 12,828,724
Imoestrutura - Sociedade Imobiliária, SA 195,050
Imomuro - Sociedade Imobiliária, SA 3,892,947
Imoresultado – Sociedade Imobiliária, SA 457,050
Imosistema - Sociedade Imobiliária, SA 3,984,642
MJLF - Empreendimentos Imobiliários, SA 2,998,187
Modelo - Distribuição de Materiais de Construção, SA 19,168,707
Mundo Vip - Operadores Turísticos, SA 1,000,000
MDS SGPS, SA 17,976,001
Pharmacontinente - Saúde e Higiene, SA 7,347,000
Predicomercial - Promoção Imobiliária, SA 6,763,310
Raso, SGPS, SA 5,600,000
Selifa - Sociedade de Empreendimentos Imobiliários, SA 3,102,976
Sempre à Mão - Sociedade Imobiliária, SA 52,282,020
Socijofra - Sociedade Imobiliária, SA 6,143,487
Sociloures - Sociedade Imobiliária, SA 21,372,277
Soflorin, BV 210,223,074
Sonae MC - Modelo Continente, SGPS, SA 796,003,050
Sonaerp - Retail Properties, SA 188,647,931
Sondis Imobiliária, SA 22,276,342
Tlantic Portugal - Sistemas de Informação, SA 262,000
Valor N, SA 3,403,551
1,542,086,261

The amounts due to group companies as at 30 September 2012 related to the mentioned contracts were the following:

Company 30.September.2012
BB Food Service, SA 1,287,045
Carnes do Continente - Indústria e Distribuição de Carnes, SA 2,602,000
Contibomba - Comércio e Distribuição de Combustíveis, SA 658,950
Estevão Neves - Hipermercados da Madeira, SA 3,271,000
Fozmassimo - Sociedade Imobliária, SA 918,950
Modelo Continente Hipermercados, SA 285,433,000
Modelo Hiper Imobiliária, SA 2,581,950
Modelo.Com - Vendas por Correspondência, SA 8,814,950
Pharmaconcept - Actividades em Saúde, SA 1,991,000
Peixes do Continente - Indústria e Distribuição de Peixes, SA 969,000
Sesagest - Projectos e Gestão Imobiliária, SA 1,889,950
Sonae Center Serviços II, SA 6,037,000
Sonae - Specialized Retail, SGPS, SA 159,288,540
Todos os Dias - Comércio Ret. e Expl. de Centros Comerciais, SA 1,543,000
477,286,335

The Board of Directors,

Duarte Paulo Teixeira de Azevedo

Ângelo Gabriel Ribeirinho dos Santos Paupério

Nuno Manuel Moniz Trigoso Jordão

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