Samba Digital SGPS S.A

Quarterly Report • Nov 25, 2011

SONAE CAPITAL, SGPS, SA Head Office: Lugar do Espido, Via Norte, Maia Share Capital: 250,000,000 Euro Maia Commercial Registry and Fiscal Number 508 276 756 Sociedade Aberta

REPORT AND ACCOUNTS 30 SEPTEMBER 2011

(Translation from the Portuguese Original)

Index

I. Report	of the Board of Directors
1.	Executive Summary	5
2.	Selected Main Events	6
3.	Consolidated Financial Statements Review	7
	- Glossary	12
II.	Consolidated Financial Statements	13
III.	Individual Financial Statements	49

REPORT OF THE BOARD OF DIRECTORS 30 SEPTEMBER 2011

(Translation from the Portuguese Original)

Report of the Board of Directors 30 September 2011

(Translation from the Portuguese original)

• Third quarter results highlights:
• o Increased profitability of the summer season at troiaresort. Compared to last year's third quarter, and including real estate sales, turnover grew 1.3 M.€ to 9.8 M.€ and EBITDA was positive 1.5 M.€ over negative 0.3 M.€ in 3Q10;
• o 6.2 M.€ capital gain generated from the sale of the Group's 20% shareholding in Sociedade Imobiliária Tróia B3;
• o Start up of the Colombo cogeneration facility, leading to 1.3 M.€ increase in turnover and 0.5 M.€ increase in EBITDA;
• o The economic crisis and its impact on consumption and investment continued to negatively affect the performance of the Fitness business and of the Selfrio Group in Portugal during the quarter, respectively;
• o Quarterly EBITDA was positive 2.9 M.€, up from 0.9 M.€ in 3Q10, and Net Income increased 4.8 M.€ to positive 2.9 M.€;
• o Cash flow from operations was positive 2.5 M.€.
• For the first nine months of 2011:
• o Turnover totalled 102.4 M.€ (111.4 M.€ in 9M10);
• o EBITDA was negative 0.4 M.€ (positive 2.5 M.€ in 9M10);
• o Net Profit increased by 22.8 M.€ to positive 15.4 M.€ (negative7.4 M.€ in 9M10);
• o Net Debt of 255.9 M.€, 21.3 M.€ below the 31 December 2010 figure (277.2 M.€).

Disclaimer:

Unless otherwise stated, comparable figures (presented within brackets), percent or absolute changes mentioned in this report refer to the comparable period of the previous year for performance figures and to the year 2010 for financial position figures.

Following the sale of the shareholding in Box Lines, which took effect as from 16 September 2010, this business unit's contribution to performance figures is disclosed in the profit and loss statement under discontinued operations in 2010 and is no longer included in the consolidated financial position of the company as at 31 December 2010.

In view of the above considerations, comparisons presented throughout this report are made on a like for like basis, with discontinued operations not being taken into account in the 2010 consolidated profit and loss statement.

1. Executive Summary

				Values in 106 euro
		9M		3Q
	2011	2010 1	2011	2010 1
 Turnover	102.4	111.4	38.4	39.5
 EBITDA	(0.4)	2.5	2.9	0.9
 Net Income	15.4	(7.4)	2.9	(1.9)

30.09.11 31.12.10

 Net Debt	255.9	277.2
 Capex	11.0	10.2 1

¹ Relates to continued operations.

% Contribution to Turnover 3Q 11

Contributionsto EBITDA 3Q 11 (106 euro)

Values in 10³ euro

	9M 11	9M 10		3Q 11	3Q 10	
Resorts	12,481.6	17,178.6	‐27.3%	6,662.3	5,643.1	+18.1%
Resort Development	5,980.1	11,387.2	‐47.5%	2,982.8	2,118.1	+40.8%
Resort Management (Golf, Marina and Market)	2,096.2	1,930.2	+8.6%	1,284.2	1,245.4	+3.1%
1 Atlantic Ferries	4,405.3	3,861.2	+14.1%	2,395.3	2,279.5	+5.1%
Hotels	11,492.1	11,400.6	+0.8%	6,037.9	5,798.5	+4.1%
Fitness	12,244.7	13,935.4	‐12.1%	3,545.5	4,329.3	‐18.1%
Other	5.0	1.6	>100%	1.1	0.5	>100%
Sonae Turismo's contribution	36,223.4	42,516.2	‐14.8%	16,246.7	15,771.3	+3.0%
Residential Property Development	973.1	1,640.9	‐40.7%	198.3	310.8	‐36.2%
Operational Assets	1,993.8	1,907.6	+4.5%	702.0	644.7	+8.9%
Other Assets	2,921.7	1,983.4	+47.3%	539.9	1,025.0	‐47.3%
SC Assets's contribution	5,888.7	5,532.0	+6.4%	1,440.2	1,980.6	‐27.3%
Selfrio Group	50,514.2	54,306.1	‐7.0%	16,556.5	19,000.9	‐12.9%
Energy and Environment	5,599.4	3,773.2	+48.4%	2,758.5	1,317.3	>100%
2 Other	4,030.2	5,075.0	‐20.6%	1,403.5	1,432.7	‐2.0%
Spred's contribution	60,143.8	63,154.3	‐4.8%	20,718.5	21,750.9	‐4.7%

Contributions to Consolidated Turnover

1 Included in Spred in 2010.

2 Includes Entertainment, comprised in Sonae Turismo in 2010.

Values in 10³ euro

	Contributions to Consolidated EBITDA
	9M 11	9M 10		3Q 11	3Q 10	
Resorts	‐2,641.0	‐570.7	<‐100%	1,043.6	‐403.3	‐
Resort Development	‐3,213.9	‐348.5	<‐100%	‐139.7	‐1,315.2	+89.4%
Resort Management (Golf, Marina and Market)	‐457.3	‐572.7	+20.1%	14.9	‐93.9	‐
1 Atlantic Ferries	1,030.2	350.5	>100%	1,168.4	1,005.8	+16.2%
Hotels	‐3,070.3	‐3,821.1	+19.6%	594.5	‐10.1	‐
Fitness	479.0	2,602.3	‐81.6%	‐178.2	603.7	‐
Other	‐44.5	‐146.4	+69.6%	‐317.8	‐471.0	+32.5%
Sonae Turismo's contribution	‐5,276.8	‐1,935.9	<‐100%	1,142.1	‐280.7	‐
Residential Property Development	‐565.8	‐734.5	+23.0%	‐242.1	‐203.6	‐18.9%
Operational Assets	1,989.5	2,118.1	‐6.1%	649.3	708.8	‐8.4%
Other Assets	‐509.3	‐247.0	<‐100%	20.1	‐761.5	‐
SC Assets's contribution	914.5	1,136.6	‐19.5%	427.3	‐256.3	‐
Selfrio Group	3,720.7	3,669.6	+1.4%	1,090.5	1,475.4	‐26.1%
Energy and Environment	1,321.4	603.4	>100%	700.3	245.1	>100%
2 Other	237.1	28.7	>100%	160.4	67.2	>100%
Spred's contribution	5,279.1	4,301.6	+22.7%	1,951.2	1,787.6	+9.1%

1 Included in Spred in 2010. ²

Includes Entertainment, comprised in Sonae Turismo in 2010.

2. Main Events

Since the previous report, no material events were disclosed to the market.

3. Consolidated Financial Statements Review

3.1. Consolidated Profit and Loss Statement

						Values in 103 euro
	9M 11	9M 10		3Q 11	3Q 10
	Total	Continued	∆ (A/B)	Total	Continued	∆ (C/D)
	Operations	Operations		Operations	Operations
	(A)	(B)		(C)	(D)
Turnover	102,425.8	111,429.2	‐8.1%	38,435.4	39,536.4	‐2.8%
Other Operational Income	9,871.0	7,386.3	+33.6%	1,978.2	3,462.4	‐42.9%
Total Operational Income	112,296.7	118,815.5	‐5.5%	40,413.6	42,998.7	‐6.0%
Cost of Goods Sold	‐31,591.2	‐27,825.1	‐13.5%	‐11,506.9	‐10,469.7	‐9.9%
Change in Stocks of Finished Goods	‐2,332.8	‐8,090.5	+71.2%	‐1,327.4	‐2,881.3	+53.9%
External Supplies and Services	‐42,153.7	‐41,624.0	‐1.3%	‐13,900.9	‐14,470.8	+3.9%
Staff Costs	‐30,299.8	‐31,440.9	+3.6%	‐9,874.0	‐9,737.7	‐1.4%
Other Operational Expenses	‐3,927.9	‐4,350.8	+9.7%	‐846.9	‐2,378.8	+64.4%
Total Operational Expenses	‐110,305.4	‐113,331.2	+2.7%	‐37,456.1	‐39,938.3	+6.2%
Operational Cash‐Flow (EBITDA)	‐399.0	2,549.3	‐	2,869.1	868.5	>100%
Amortisation and Depreciation	‐10,131.0	‐10,103.1	‐0.3%	‐3,478.3	‐3,366.0	‐3.3%
Provisions and Impairment Losses	‐75.3	‐3,535.6	+97.9%	‐	‐ 953.6	‐
Operational Profit/(Loss) (EBIT)	‐8,215.0	‐8,154.4	‐0.7%	‐520.7	‐1,259.1	+58.6%
Net Financial Expenses	‐8,032.4	‐5,878.3	‐36.6%	‐2,911.5	‐1,927.1	‐51.1%
Share of Results of Associated Undertakings	4,312.2	2,382.5	+81.0%	1,561.3	877.0	+78.0%
Investment Income	28,361.7	‐897.1	‐	6,258.8	‐419.2	‐
Profit before Taxation	16,426.5	‐12,547.3	‐	4,387.9	‐2,728.4	‐
Taxation	‐992.1	5,110.1	‐	‐1,530.2	813.9	‐
Net Profit	15,434.4	‐7,437.1	‐	2,857.7	‐1,914.5	‐
Attributable to Equity Holders of Sonae Capital	14,692.4	‐7,827.3	‐	2,489.7	‐2,257.8	‐
Attributable to Non‐Controlling Interests	742.1	390.1	+90.2%	367.9	343.3	+7.2%

3.1.1. Quarterly Results

Consolidated turnover in the third quarter amounted to 38.4 million euro, 1.1 million euro down compared to the same period of last year.

The Fitness business saw an 18% fall in turnover to 3.5 million euro, with the average number of active members in the quarter decreasing by around 7% over the third quarter of 2010. Selfrio's contribution to quarterly turnover also dropped by about 13%, totalling 16.6 million euro, with the Portuguese cold engineering and HVAC markets explaining most of the fall.

On the positive side, troiaresort's turnover (including real estate, hotel units and operations), increased by 16% to 9.8 million euro, reflecting higher resort occupancy during the summer season compared to same period of last year, and 6 residential unit sales deeds signed in the quarter, three of which were for new units sold. Lodging indicators for the Aqualuz troiaresort units improved, with room nights increasing by 8% and average daily revenue improving by 3% in the third quarter, so that related turnover totalled 3.2 million euro (2.9 million euro). For other troiaresort operations (including Atlantic Ferries) turnover amounted to 3.7 million euro, up 4% on the same period of last year.

As for other hotel units, at Aqualuz Lagos turnover grew 3% to 1.3 million euro, with room nights sold increasing by 5% and average daily revenue falling by 8%, while turnover at the Porto Palácio Hotel fell 3%, to 1.6 million euro, led by a decrease in food and beverage revenues, while lodging revenues improved circa 1% as a result of a 1% increase in the average daily revenue and similar number of room nights sold.

In Energy and Environment, the new cogeneration unit started operations in July 2011, and contributed 1.3 million euro to the increase of 1.4 million euro in turnover in the quarter.

Consolidated operational cash‐flow (EBITDA) was 2.9 million euro, an increase of 2.0 million euro compared to the third quarter of last year.

Fitness negative 0.2 million euro contribution in the quarter (positive 0.6 million euro), includes the impact of restructuring costs and negative contributions from the fitness unit in Spain and from the new unit opened in early 2011 in Portugal, which is still in its ramp up stage. In Portugal, the business quarterly EBITDA remained positive, at circa 0.1 million euro, compared to 0.4 million euro in the same period last year.

With the exception of Fitness and Selfrio, the latter with a 0.4 million euro decrease in the quarterly contribution to EBITDA, to positive 1.1 million euro in the face of more challenging market conditions, all other businesses increased their contribution to consolidated EBITDA, the most significant being: Resort Development, up 1.2 million euro to negative 0.1 million euro; the Hotel business, which improved its contribution by 0.6 million euro from a zero contribution last year, driven by increased summer business at troiaresort and Lagos (up 0.7 and 0.1 million euro, respectively); and SC Assets where EBITDA also increased by 0.7 million euro. As for turnover, the 0.5 million euro increase in EBITDA from Energy and Environment is explained by the new Colombo cogeneration facility. Tourism operations posted a 0.2 million euro improvement in EBITDA, mostly from Atlantic Ferries due to higher margins from price increases implemented earlier this year.

In addition to operational performance, the quarterly net profit of 2.9 million euro (negative 1.9 million euro) also includes the negative impact of higher net financial expenses, up 1.0 million euro due to the increase in market interest rates and the higher cost of debt refinancing, and a positive impact from both the 0.7 million euro increase in the share of results of associated undertakings (mainly from Norscut) and a capital gain of 6.2 million euro resulting from the sale of the group's shareholding in Sociedade Imobiliária Tróia B3.

3.1.2. Year to Date Results

Consolidated turnover was 102.4 million euro in the first nine months of the year, equal to a 8% fall compared to the first nine months of last year, while consolidated EBITDA was negative 0.4 million euro, down from positive 2.5 million euro in 2010.

Resort Development, with a total contribution of 6.0 million euro, explains more than half of the decrease in consolidated turnover, since 12 sales deeds were signed in the 9 months of the year at troiaresort, compared to 20 for the 9 months ending 30 September 2010. As a result, its contribution to EBITDA fell by 2.9 million euro to negative 3.2 million euro.

The year to date performance of Fitness reflects the pressures being exerted on disposable income and the resulting fall in the number of new memberships, the member retention rate and the demand for value added services (mostly DaySpa). A new fitness centre was opened in early 2011 which is still making a negative contribution to the business' EBITDA margin, while the results were also impacted by the VAT increase on sports activities which was not entirely passed through to customers in increased prices, and to the negative contribution of the fitness unit in Spain. EBITDA for the nine months was also negatively impacted by restructuring costs incurred in the third quarter of the year. As a result, turnover totalled 12.2 million euro (13.9 million euro) and EBITDA was 0.5 million euro (2.6 million euro).

Increased turnover and EBITDA at Atlantic Ferries (0.5 million euro to 4.4 million euro, and 0.7 million euro to 1.0 million euro, respectively) reflect the impact of both ticket price increases implemented and cost savings resulting from optimisation efforts put in place. These measures proved essential to reach operational breakeven (after depreciation) of the concession. Still, business' EBITDA does not include costs from financial leases, which amounted to 0.4 million euro up to September 2011.

Hotels turnover remained slightly above last year's figure, at 11.5 million euro (11.4 million euro), driven by the Aqualuz troiaresort units, where turnover grew by 0.2 million euro to 4.6 million euro due to a 3% increase in the number of room nights sold and a 6% increase in average daily revenue to 110.1 euro, even though Aqualuz troiario was shut down for around 5 months in 2011 in the course of refurbishment works carried out. Porto Palácio Hotel turnover fell by 3% to 5.2 million euro, with a 3% increase in the number of room nights and a 2% decrease in average daily revenue to 89.3 euro, while Aqualuz Lagos turnover totalled 1.7 million euro (1.6 million euro) with room nights sold growing 8%, and average daily revenue falling 6.2 euro to 71.2 euro. Hotels contribution to EBITDA improved by 20% to negative 3.1 million euro, as a result of the higher number of room nights sold, especially during the summer season, and of the implementation of cost saving measures.

Despite being less significant in terms of value, it is worth mentioning that Resort Management turnover improved by around 9% to 2.1 million euro, based on more aggressive commercial and marketing approaches at troiamarina and troiagolf, which both increased their contributions to EBITDA, and resulted in an improvement of 0.1 million euro in Resort Management EBITDA to negative 0.5 million euro.

Sales of non‐core real estate assets explain the 0.4 million euro increase in SC Assets contribution to consolidated turnover, which totalled 5.9 million euro. Sales deeds for 4 City Flats apartments were signed in the period (5 in the first nine months of 2010).

Selfrio's contribution to consolidated turnover, at 50.5 million euro, was 3.8 million euro below last year's comparable figure reflecting a fall in activity in the Portuguese cold engineering and HVAC markets, suffered a drop of 5.4 million euro in turnover, partially offset by growth in foreign markets (particularly Spain), where turnover reached 5.9 million euro, equal to an increase of 25%. The EBITDA margin for the period remained in line with the same period of last year at around 7%.

The improved performance of the Energy and Environment business was driven by the start up of operations at the new Colombo cogeneration facility: turnover grew by 1.8 million euro to 5.6 million euro and EBITDA was more than double last year's figure at 1.3 million euro (0.6 million euro).

There were no provisions or impairment losses booked up to 30 September 2011, compared to 3.5 million euro losses in the same period of last year, which included around 2.9 million euro relating to real estate assets.

The 37% increase in net financial expenses to 8.0 million euro was not unexpected, and is explained by the higher average debt level in the first half of the year and by increased costs from debt refinancing.

Profits from associated undertakings grew by around 2.0 million euro to 4.3 million euro, and include 1.9 million euro from the Imosede Fund, 1.5 million euro from TP (up to the date of its disposal) and 1.2 million euro from Norscut.

Investment income for the period, totalling 28.4 million euro (negative 0.9 million euro), includes capital gains generated from the sale of the Group's shareholdings in TP and in Sociedade Imobiliária Tróia B3, amounting to 26.5 million euro, and the positive price adjustment from the sale of Choice Car, as set out in the respective sale agreement.

In addition to the above mentioned factors, the period's net profit, amounting to 15.4 million euro (negative 7.4 million euro), also includes the impact of higher taxation.

3.2.	Consolidated	Balance Sheet

Values in 103 euro
	30.09.2011	31.12.2010	∆
Tangible and Intangible Assets	279,060.3	264,939.8	+5.3%
Goodwill	61,133.3	61,133.3	+0.0%
Non‐Current Investments	59,986.0	73,517.4	‐18.4%
Other Non‐Current Assets	38,460.8	36,897.2	+4.2%
Stocks	208,854.8	229,782.6	‐9.1%
Trade Debtors and Other Current Assets	57,160.3	61,697.0	‐7.4%
Cash and Cash Equivalents	2,679.9	3,199.3	‐16.2%
Total Assets	707,335.4	731,166.7	‐3.3%
Total Equity attributable to Equity Holders of Sonae
Capital	338,848.5	326,914.8	+3.7%
Total Equity attributable to Non‐Controlling
Interests	9,048.8	12,454.8	‐27.3%
Total Equity	347,897.4	339,369.6	+2.5%
Non‐Current Borrowings	233,985.7	151,893.4	+54.0%
Deferred Tax Liabilities	4,023.9	3,616.0	+11.3%
Other Non‐Current Liabilities	39,955.1	39,827.7	+0.3%
Non‐Current Liabilities	277,964.7	195,337.1	+42.3%
Current Borrowings	24,623.8	128,515.5	‐80.8%
Trade Creditors and Other Current Liabilities	56,849.6	67,944.5	‐16.3%
Current Liabilities	81,473.4	196,460.0	‐58.5%
Total Liabilities	359,438.0	391,797.1	‐8.3%
Total Equity and Liabilities	707,335.4	731,166.7	‐3.3%

Capex totalled 11.0 million euro in the period, most of which was for troiaresort with around 5.0 million euro (refurbishment of Aqualuz troiario hotel unit and construction of the Events Centre) and Energy and Environment accounting for 4.4 million euro (construction works for the Colombo cogeneration facility). Minor amounts were spent by SC Assets, with 0.7 million euro (mostly in relation to construction licenses), Fitness and Selfrio, with 0.2 million euro each (mainly for maintenance capex).

In the third quarter of 2011, Detailed Plans of UNOPs 7 and 8 (Tróia) and T4 (Mourão, Alqueva) were approved, and Detailed Plan for Boure (Castelo de Paiva) was published in Diário da República. The Proposal for the Plan regarding Quinta da Azenha (Douro region) was approved in August.

As at 30 September 2011, net debt totalled 255.9 million euro, 21.3 million euro down on 31 December 2010, reflecting the use of a significant portion of the proceeds from the sale of the shareholding in TP to reduce debt. Gearing was 73.6% as at 30 September 2011 (81.7% as at 31 December 2010).

Maia, 23 November 2011

Glossary

• Average Daily Revenue = Lodging Revenues / Number of rooms sold.
• Capex = Investment in Tangible and Intangible Assets.
• Gearing = Net Debt / Equity.
• HVAC = Heating, Ventilation and Air Conditioning.
• Net Debt = Non Current Loans + Current Loans Cash and Cash Equivalents Current Investments.
• Operational Cash‐Flow (EBITDA) = Operational Profit (EBIT) + Amortisation and Depreciation + Provisions and Impairment Losses + Impairment Losses of Real Estate Assets in Stocks (included in Cost of Goods Sold) – Reversal of Impairment Losses and Provisions (included in Other Operating Income).

CONSOLIDATED FINANCIAL STATEMENTS 30 SEPTEMBER 2011

(Translation from the Portuguese Original)

CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2011 AND 31 DECEMBER 2010

(Amounts expressed in euro)

		30.09.2011	31.12.2010
		Total	Total
ASSETS	Notes	Operations	Operations
NON‐CURRENT ASSETS:
Tangible assets	8	271,631,043	257,689,745
Intangible assets	8	7,429,241	7,250,028
Goodwill	9	61,133,327	61,133,327
Investments in associated companies	5	58,839,310	72,378,266
Other investments	6 and 10	1,146,650	1,139,123
Deferred tax assets	14	21,322,494	19,655,868
Other non‐current assets	11	17,138,306	17,241,368
Total Non‐Current Assets		438,640,371	436,487,724
CURRENT ASSETS:
Stocks	12	208,854,830	229,782,596
Trade account receivables and other current assets	13	57,160,293	61,697,035
Investments	10	‐	‐
Cash and cash equivalents	15	2,679,883	3,199,298
Total Current Assets		268,695,006	294,678,929
TOTAL ASSETS		707,335,377	731,166,653
EQUITY AND LIABILITIES
EQUITY:
Share capital	16	250,000,000	250,000,000
Reserves and retained earnings		74,156,128	81,335,203
Profit/(Loss) for the year attributable to the equity holders of Sonae
Capital		14,692,381	(4,420,429)
Equity attributable to the equity holders of Sonae Capital		338,848,509	326,914,774
Equity attributable to non‐controlling interests	17	9,048,848	12,454,796
TOTAL EQUITY		347,897,357	339,369,570
LIABILITIES:
NON‐CURRENT LIABILITIES:
Bank Loans	18	233,985,673	151,893,406
Other non‐current liabilities	20	36,769,088	36,641,690
Deferred tax liabilities	14	4,023,931	3,616,046
Provisions	23	3,185,974	3,185,974
Total Non‐Current Liabilities		277,964,666	195,337,116
CURRENT LIABILITIES:
Bank Loans	18	24,623,764	128,515,512
Trade creditors and other current liabilities	22	55,394,374	65,239,546
Provisions	23	1,455,216	2,704,909
Total Current Liabilities		81,473,354	196,459,967
TOTAL LIABILITIES		359,438,020	391,797,083
TOTAL EQUITY AND LIABILITIES		707,335,377	731,166,653

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE NINE MONTHS PERIODS ENDED 30 SEPTEMBER 2011 AND 2010

(Amounts expressed in euro)

		30.09.2011		30.09.2010
	Notes	Total Operations	Total Operations	Discontinued Operations	Continued Operations
Operational income
Sales		53,437,743	62,947,937	‐	62,947,937
Services rendered		48,988,043	75,194,991	26,713,773	48,481,218
Other operational income	8	9,870,960	7,480,212	93,909	7,386,303
Total operational income		112,296,746	145,623,140	26,807,682	118,815,458
Operational expenses
Cost of goods sold and materials consumed		(31,591,211)	(27,823,495)	1,627	(27,825,122)
Changes in stocks of finished goods and work in progress		(2,332,781)	(8,090,508)	‐	(8,090,508)
External supplies and services		(42,153,660)	(66,137,364)	(24,513,409)	(41,623,955)
Staff costs		(30,299,843)	(32,572,269)	(1,131,418)	(31,440,851)
Depreciation and amortisation	8	(10,131,021)	(10,263,554)	(160,453)	(10,103,101)
Provisions and impairment losses	8	(75,347)	(3,547,767)	(12,194)	(3,535,573)
Other operational expenses		(3,927,911)	(4,492,490)	(141,732)	(4,350,758)
Total operational expenses		(120,511,774)	(152,927,447)	(25,957,579)	(126,969,868)
Operational profit/(loss)		(8,215,028)	(7,304,307)	850,103	(8,154,410)
Financial Expenses		(8,981,491)	(7,071,479)	(12,409)	(7,059,070)
Financial Income		949,137	1,184,153	3,352	1,180,801
Net financial expenses		(8,032,354)	(5,887,326)	(9,057)	(5,878,269)
Share of results of associated undertakings	5	4,312,240	2,382,469	‐	2,382,469
Investment income	5	28,361,668	5,742,921	6,639,998	(897,077)
Profit/(Loss) before taxation		16,426,526	(5,066,243)	7,481,044	(12,547,287)
Taxation	26	(992,089)	5,055,653	(54,488)	5,110,141
Profit/(Loss) for the year	27	15,434,437	(10,590)	7,426,556	(7,437,146)
Attributable to:
Equity holders of Sonae Capital		14,692,381	(400,719)	7,426,556	(7,827,275)
Non‐controlling interests	17	742,056	390,129	‐	390,129
Profit/(Loss) per share
Basic	28	0.058770	(0.001603)	0.029706	(0.031309)
Diluted	28	0.058770	(0.001603)	0.029706	(0.031309)

The accompanying notes are part of these financial statements.

CONSOLIDATED INCOME STATEMENTS BY NATURE

FOR THE 3 rdQUARTERS OF 2011 AND 2010

(Amounts expressed in euro)

			Continued Operations
	Notes	rd Quarter 11 1 3	3rd Quarter 10 1
Operational income:
Sales		18,925,499	20,510,616
Services rendered		19,509,886	19,025,746
Other operational income		1,978,209	3,462,371
Total operational income		40,413,594	42,998,733
Operational expenses			‐ ‐
Cost of goods sold and materials consumed		(11,506,854)	(10,469,670)
Changes in stocks of finished goods and work in progress		(1,327,391)	(2,881,334)
External supplies and services		(13,900,915)	(14,470,820)
Staff costs		(9,873,956)	(9,737,672)
Depreciation and amortisation		(3,478,252)	(3,366,006)
Provisions and impairment losses		‐	(953,582)
Other operational expenses		(846,941)	(2,378,794)
Total operational expenses		(40,934,309)	(44,257,878)
Operational profit/(loss)		(520,715)	(1,259,145)
Financial Expenses		(3,208,856)	‐ (2,202,279)
Financial Income		297,328	275,220
Net financial expenses		(2,911,528)	(1,927,059)
Share of results of associated undertakings		1,561,322	877,044
Investment income		6,258,832	(419,240)
Profit/(Loss) before taxation		4,387,911	(2,728,400)
Taxation		(1,530,233)	813,924
Profit/(Loss) for the period		2,857,678	(1,914,476)
Attributable to:
Equity holders of Sonae Capital		2,489,733	(2,257,823)
Non‐controlling interests		367,945	343,347
Profit/(Loss) per share
Basic		0.009959	(0.009031)
Diluted		0.009959	(0.009031)

The accompanying notes are part of these financial statements.

¹ Prepared in accordance with IAS 34 ‐ Interim Financial Reporting. Not subject to limited review.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2011 AND 2010

(Amounts expressed in euro)

	30.09.2011	30.09.2010
	Total Operations	Total Operations	Discontinued Operations	Continued Operations
Consolidated net profit/(loss) for the period	15,434,437	(10,590)	7,426,556	(7,437,146)
Exchange differences on translating foreign operations Share of other comprehensive income of associates	(107,470)	106,114	‐	106,114
and joint ventures accounted for by the equity method (Note 5)	(170,455)	17,772	‐	17,772
Change in the fair value of assets available for sale	‐	‐	‐	‐
Change in the fair value of cash flow hedging derivatives	(930,586)	(1,559,848)	‐	(1,559,848)
Other comprehensive income for the period	(1,208,511)	(1,435,962)	‐	(1,435,962)
Total comprehensive income for the period	14,225,926	(1,446,552)	7,426,556	(8,873,108)
Attributable to:
Equity holders of Sonae Capital	13,526,743	(1,848,481)	7,426,556	(9,275,037)
Non‐controlling interests	699,183	401,929	‐	401,929

The accompanying notes are part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 3 rd QUARTERS OF 2011 AND 2010

(Amounts expressed in euro)

		Continued operations
	rd Quarter 11 1 3	3rd Quarter 10 1
Consolidated net profit/(loss) for the period	2,857,678	(1,914,476)
Exchange differences on translating foreign operations	(85,619)	(51,716)
Share of other comprehensive income of associates and joint ventures accounted for by the equity method (Note 5)	(2,764,751)	‐
Change in the fair value of assets available for sale	‐	‐
Change in the fair value of cash flow hedging derivatives	(1,476,353)	(403,697)
Other comprehensive income for the period	(4,326,723)	(455,413)
Total comprehensive income for the period	(1,469,045)	(2,369,888)
Attributable to:
Equity holders of Sonae Capital	(1,792,890)	(2,693,433)
Non‐controlling interests	323,845	323,545

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 ‐ Interim Financial Reporting. Not subject to limited review.

CONSOLIDATED STATEMENTS OF CHANGES INEQUITY

FOR THE NINE MONTHS ENDED30 SEPTEMBER 2011 AND 2010

(Amounts expressed in Euro)

			ribu tab le qui old of S api tal Att to E ty H e C ers ona
	Not es	Sha re Cap ital	Dem er Res erg e (No erv te 1 6)	nsla Tra tion Res erv es	Val Fair ue Res erv es	Hed gin g Res erv es	Oth er Res nd Ret erv es a ed Ear ain nin gs	Sub al tot	Net Pro fit/ (Lo ss)	Tot al	Non ‐ Con lling Inte tro rest s	Tot al E qui ty
Bal Ja 1 ry 2 010 s at anc a e nua		250 ,00 0,0 00	132 ,63 8,2 53	(1,2 ) 39, 053	‐	‐	(70 20) ,85 3,3	60, 545 ,88 0	23, 074 ,26 8	333 ,62 0,1 48	11, 319 ,24 1	344 ,93 9,3 89
al lida ted hen for the Tot sive inco co nso om pre me c iod per		‐	‐	74, 280	‐	(1,5 ) 39, 814	17, 772	(1,4 ) 47, 762	(40 19) 0,7	(1,8 ) 48, 481	401 ,92 9	(1,4 ) 46, 552
of p rofi t of App riat ion 200 9: rop nsfe Tra le l re and ine d e ings to reta r ga ser ves arn Div ide nds Oth ch er ang es		‐ ‐ ‐	‐ ‐ ‐	‐ ‐ ‐	‐ ‐ ‐	‐ ‐ ‐	23, 074 ,26 8 ‐ 350 ,41 0	23, 074 ,26 8 ‐ 350 ,41 0	(23 68) ,07 4,2 ‐ ‐	‐ ‐ 350 ,41 0	‐ ‐ (2,1 10)	‐ ‐ 348 ,30 0
Bal 30 S ber 201 0 s at ept anc a e em		250 ,00 0,0 00	132 ,63 8,2 53	(1,1 64, 773 )	‐	(1,5 39, 814 )	(47 ,41 0,8 70)	82, 522 ,79 6	(40 0,7 19)	332 ,12 2,0 77	11, 719 ,06 0	343 ,84 1,1 37
Bal Ja 1 ry 2 011 s at anc a e nua for Tot al lida ted hen sive inco the co nso c om pre me iod per		250 ,00 0,0 00 ‐	132 ,63 8,2 53 ‐	(1,1 29, 394 ) (75 9) ,22	‐ ‐	(85 4,8 80) (91 54) 9,9	(49 ,31 8,7 76) (17 55) 0,4	81, 335 ,20 3 (1,1 ) 65, 638	(4,4 20, 429 ) 14, 692 ,38 1	326 ,91 4,7 74 13, 526 ,74 3	12,4 54, 796 699 ,18 3	339 ,36 9,5 70 14, 225 ,92 6
of p rofi t of App riat ion 201 0: rop Tra nsfe le l re and ine d e ings to reta r ga ser ves arn Cha s in the f ca pita l he ld i tag nge per cen e o n affi liat ed ies c om pan Oth ch er ang es		‐ ‐ ‐	‐ ‐ ‐	‐ ‐ ‐	‐ ‐ ‐	‐ ‐ ‐	(4,4 ) 20, 429 (1,5 ) 96, 425 3,4 17	(4,4 ) 20, 429 (1,5 ) 96, 425 3,4 17	4,4 20, 429 ‐ ‐	‐ (1,5 ) 96, 425 3,4 17	‐ (4,1 ) 03, 273 (1,8 58)	‐ (5,6 ) 99, 698 1,5 59
Bal ber 30 S 201 1 s at ept anc a e em		250 ,00 0,0 00	132 ,63 8,2 53	(1,2 ) 04, 623	‐	(1,7 ) 74, 834	(55 68) ,50 2,6	74, 156 ,12 8	14, 692 ,38 1	338 ,84 8,5 09	9,0 48, 848	347 ,89 7,3 57

The accompanying notes are part of these financial statements.

CONSOLIDATED STATMENTS OF CASH FLOWS

FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 2011 AND 2010

(Amounts expressed in Euro)

	Notes	30.09.2011	30.09.2010	3rd quarter 11 1	3rd quarter 10 1
OPERATING ACTIVITIES:
Cash receipts from trade debtors		105,141,683	140,591,919	34,502,782	48,193,944
Cash receipts from trade creditors		(74,220,880)	(113,728,686)	(25,356,167)	(34,006,621)
Cash paid to employees		(29,666,257)	(32,457,099)	(9,853,655)	(10,045,953)
Cash flow generated by operations		1,254,546	(5,593,866)	(707,040)	4,141,370
Income taxes (paid) / received		182,452	(6,859,329)	1,794,119	(2,042,275)
Other cash receipts and (payments) relating to operating activities		(1,065,869)	5,279,483	1,430,953	2,409,101
Net cash flow from operating activities (1)		371,129	(7,173,712)	2,518,032	4,508,196
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments		45,004,072	4,466,643	4,093,119	4,078,095
Tangible assets		942,197	5,197,683	306,213	4,003,337
Interest and similar income		268,951	272,022	53,982	130,003
Loans granted		96,856	11,425,369	‐	23,909
Dividends		201,314	228,233	51,812	‐
		46,513,390	21,589,950	4,505,126	8,235,344
Cash Payments arising from: Investments		(6,197,865)	(1,073,476)	(170,000)	(96,902)
Tangible assets		(10,800,924)	(5,106,486)	(3,677,309)	(2,128,129)
Intangible assets		(432,996)	(46,804)	(36,199)	(15,529)
Loans granted		(170,000)	(108,856)	(170,000)	(96,856)
		(17,601,785)	(6,335,622)	(4,053,508)	(2,337,416)
Net cash used in investment activities (2)		28,911,605	15,254,328	451,618	5,897,928
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained		87,642,904	2,620,499	38,662,935	(7,023,747)
		87,642,904	2,620,499	38,662,935	(7,023,747)
Cash Payments arising from:
Loans obtained		(109,854,819)	(3,712,007)	(39,492,312)	(1,345,664)
Interest and similar charges		(8,667,981)	(6,716,436)	(3,226,722)	(3,294,548)
Others		‐	‐	‐	292,784
		(118,522,800)	(10,428,443)	(42,719,034)	(4,347,428)
Net cash used in financing activities (3)		(30,879,896)	(7,807,944)	(4,056,099)	(11,371,175)
Net increase in cash and cash equivalents (4) = (1) + (2) + (3)		(1,597,162)	272,672	(1,086,449)	(965,051)
Effect of foreign exchange rate		4,374	(30,392)	6,771	6,711
Cash and cash equivalents at the beginning of the period	15	2,497,210	1,943,023	1,988,894	3,217,849
Cash and cash equivalents at the end of the period	15	895,674	2,246,087	895,674	2,246,087

The accompanying notes are part of these financial statements.

¹ Prepared in accordance with IAS 34 ‐ Interim Financial Reporting. Not subject to limited review.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2011

(Translation of the consolidated financial statements originally issued in Portuguese)

(Amounts expressed in euro)

1. INTRODUCTION

SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose head‐office is at Lugar do Espido, Via Norte, Apartado 3053, 4471‐907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 4 to 6 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae Group, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.

Sonae Capital's business portfolio was reorganized according to its strategic objective, set on the development of three distinct and autonomous business areas:

• The first business area, headed by Sonae Turismo, SGPS, SA, includes businesses in tourism, through the development and management of tourism resorts, in hotels, through management of hotels with an integrated offer of services (SPA, congress/events centre and food court), and in health and fitness, through management of health clubs;
• The second business area, headed by SC Assets, SGPS, SA, is focused on investment and management of real estate property, comprising the ownership and management of real estate assets for the development of both tourism resorts and residential property, and services regarding land and buildings, among which management of leased buildings, technical management of buildings and condominium management;
• The third business area, headed by Spred, SGPS, SA, includes shareholdings in different areas: refrigeration, air conditioning and maintenance; energy and environment (engineering services related to sustainable building and energy services to industries), and; financial shareholdings in wholly owned companies of smaller size and in relevant companies.

2. MAIN ACCOUNTING POLICIES

The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2010.

Basis of preparation

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

The accompanying consolidated financial statements have been prepared from the books and accounting records of the Company and of its affiliated undertakings (Notes 4 to 6), on a going concern basis and under the historical cost convention, except for derivative financial instruments which are stated at fair value.

3. CHANGES IN ACCOUNTING POLICIES

Changes in accounting standards, interpretations, amendments and revisions issued with mandatory application to periods beginning on or after 1 January 2011, did not lead to significant impacts on the financial statements for 30 September 2011.

4. GROUP COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 September 2011 and 31 December 2010, are as follows:

					Percentage of capital held
				30 September 2011		31 December 2010
	Company		Head Office	Direct	Total	Direct	Total
	Sonae Capital SGPS, SA		Maia	Holding	Holding	Holding	Holding
	Tourism
	Aqualuz ‐ Turismo e Lazer, Lda	a)	Lagos	100.00%	100.00%	100.00%	100.00%
	Casa da Ribeira ‐ Hotelaria e Turismo, SA	a)	Marco de Canaveses	100.00%	100.00%	100.00%	100.00%
1)	Atlantic Ferries – Traf. Loc. Flu. e Marit., SA	a)	Grândola	80.00%	80.00%	80.00%	80.00%
	Golf Time ‐ Golfe e Inv.Turisticos, SA	a)	Porto	100.00%	100.00%	100.00%	100.00%
	Imoareia Investimentos Turísticos, SGPS, SA	a)	Matosinhos	100.00%	100.00%	100.00%	100.00%
	Imopenínsula ‐ Sociedade Imobiliária, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Imoresort ‐ Sociedade Imobiliária, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Investalentejo, SGPS, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Marimo ‐Exploração Hoteleira Imobiliária, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Marina de Tróia, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Marina Magic ‐ Exploração de Centros Lúd, SA	a)	Lisbon	100.00%	100.00%	100.00%	100.00%
	Marmagno‐Expl.Hoteleira Imob., SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Marvero‐Expl.Hoteleira Imob., SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Modus Faciendi – Gestão e Serviços, SA	a)	Porto	100.00%	100.00%	100.00%	100.00%

	SII ‐ Soberana Investimentos Imobiliários, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Sete e Meio ‐ Investimentos e Consultadoria, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Solinca ‐ Health & Fitness, SA	a)	Lisbon	100.00%	100.00%	100.00%	100.00%
	Solinca‐Investimentos Turísticos, SA	a)	Porto	100.00%	100.00%	100.00%	100.00%
	Solinfitness ‐ Club Málaga, SL	a)	Málaga (Spain)	100.00%	100.00%	100.00%	100.00%
	Soltroia‐Imob.de Urb.Turismo de Tróia, SA	a)	Lisbon	100.00%	100.00%	100.00%	100.00%
	Sonae Turismo ‐ SGPS, SA	a)	Porto	100.00%	100.00%	100.00%	100.00%
	Sontur, BV	a)	Amesterdam (The Netherlands)	100.00%	100.00%	100.00%	100.00%
	Tróia Market, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Tróia Natura, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Troiaresort ‐ Investimentos Turísticos, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Troiaverde‐Expl.Hoteleira Imob., SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Tulipamar‐Expl.Hoteleira Imob., SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Assets
	Bloco Q‐Sociedade Imobiliária, SA	a)	Porto	100.00%	100.00%	100.00%	100.00%
	Bloco W‐Sociedade Imobiliária, SA	a)	Matosinhos	100.00%	100.00%	100.00%	100.00%
	Empreend.Imob.Quinta da Azenha, SA	a)	Maia	100.00%	100.00%	100.00%	100.00%
	Centro Residencial da Maia,Urban., SA	a)	Porto	100.00%	100.00%	100.00%	100.00%
	Cinclus Imobiliária, SA	a)	Porto	100.00%	100.00%	100.00%	87.74%
	Country Club da Maia‐Imobiliaria, SA	a)	Maia	100.00%	100.00%	100.00%	100.00%
2)	Espimaia, SGPS, SA	a)	Porto	100.00%	100.00%	‐	‐
	Imobiliária da Cacela, SA	a)	Matosinhos	100.00%	100.00%	100.00%	87.74%
	Imoclub‐Serviços Imobiliários, SA	a)	Matosinhos	100.00%	100.00%	100.00%	100.00%
	Imodivor ‐ Sociedade Imobiliária, SA	a)	Maia	100.00%	100.00%	100.00%	87.74%
	Imoferro‐Soc.Imobiliária, SA	a)	Maia	100.00%	100.00%	100.00%	100.00%
	Imohotel‐Emp.Turist.Imobiliários, SA	a)	Matosinhos	100.00%	100.00%	100.00%	100.00%
	Imoponte‐Soc.Imobiliária, SA	a)	Maia	100.00%	100.00%	100.00%	100.00%
	Imosedas‐Imobiliária e Serviços, SA	a)	Matosinhos	100.00%	100.00%	100.00%	100.00%
	Implantação – Imobiliária, SA	a)	Matosinhos	100.00%	100.00%	100.00%	87.74%
	Porturbe‐Edificios e Urbanizações, SA	a)	Maia	100.00%	100.00%	100.00%	87.74%
	Praedium II‐Imobiliária, SA	a)	Maia	100.00%	100.00%	100.00%	100.00%
	Praedium – Serviços, SA	a)	Maia	100.00%	100.00%	100.00%	100.00%
	Praedium‐SGPS, SA	a)	Porto	100.00%	100.00%	100.00%	100.00%
	Prédios Privados Imobiliária, SA	a)	Matosinhos	100.00%	100.00%	100.00%	100.00%
	Predisedas‐Predial das Sedas, SA	a)	Matosinhos	100.00%	100.00%	100.00%	100.00%
	Promessa Sociedade Imobiliária, SA	a)	Maia	100.00%	100.00%	100.00%	100.00%
	SC Assets, SGPS, SA	a)	Maia	100.00%	100.00%	100.00%	100.00%
	Sete e Meio Herdades ‐ Investimentos Agrícolas e Turismo, SA	a)	Grândola	100.00%	100.00%	100.00%	100.00%
	Soconstrução, BV	a)	Amesterdam (The Netherlands)	100.00%	100.00%	100.00%	100.00%
	Soira‐Soc.Imobiliária de Ramalde, SA	a)	Porto	100.00%	100.00%	100.00%	87.74%
	Sótaqua ‐ Soc. de Empreendimentos Turísticos, SA	a)	Maia	100.00%	100.00%	100.00%	87.74%
	Spinveste ‐ Promoção Imobiliária, SA	a)	Porto	100.00%	100.00%	87.74%	87.74%
	Spinveste‐Gestão Imobiliária SGII, SA	a)	Porto	100.00%	100.00%	87.74%	87.74%

30 September 2011

Torre São Gabriel‐Imobiliária, SA a) Maia 100.00% 100.00% Urbisedas‐Imobiliária das Sedas, SA a) Matosinhos 100.00% 100.00% Venda Aluga‐Sociedade Imobiliária, SA a) Maia 100.00% 100.00% Vistas do Freixo‐Emp.Tur.imobiliários,SA a) Porto 100.00% 100.00% World Trade Center Porto, SA a) Porto 100.00% 100.00% Spred Contacto Concessões, SGPS, SA a) Maia 100.00% 100.00% Cronosaúde – Gestão Hospitalar, SA a) Porto 100.00% 50.00% Ecociclo II – Energias, SA a) Maia 100.00% 100.00% Edifícios Saudáveis Consultores ‐ Ambiente e a) Porto 100.00% 100.00% Energia em Edifícios, SA Friengineering, SA a) São Paulo (Brazil) 100.00% 70.00% Inparvi SGPS, SA a) Maia 100.00% 100.00% Integrum Colombo – Energia, SA a) Maia 100.00% 100.00% Integrum‐Energia, SA a) Maia 100.00% 100.00%	100.00%
		100.00%
	100.00%	100.00%
	100.00%	100.00%
	100.00%	100.00%
	100.00%	100.00%
	100.00%	100.00%
	100.00%	50.00%
	100.00%	100.00%
	100.00%	100.00%
	100.00%	70.00%
	100.00%	100.00%
	100.00%	100.00%
	100.00%	100.00%
Integrum‐Serviços Partilhados, SA a) Maia 100.00% 70.00%	100.00%	70.00%
Invsaúde – Gestão Hospitalar, SA a) Maia 100.00% 50.00%	100.00%	50.00%
3) Martimope – Sociedade Imobiliária, SA a) Maia 100.00% 100.00%	100.00%	100.00%
PJP ‐ Equipamento de Refrigeração, Lda a) Matosinhos 100.00% 70.00%	100.00%	70.00%
Saúde Atlântica ‐ Gestão Hospitalar, SA a) Maia 50.00% 50.00%	50.00%	50.00%
SC – Eng. e Promo Imobiliária,SGPS,SA a) Porto 100.00% 100.00%	100.00%	100.00%
Selfrio, SGPS, SA a) Matosinhos 70.00% 70.00%	70.00%	70.00%
Selfrio‐Engenharia do Frio, SA a) Matosinhos 100.00% 70.00%	100.00%	70.00%
Sistavac‐Sist.Aquecimento,V.Ar C., SA a) Matosinhos 100.00% 70.00%	100.00%	70.00%
SKK Distribucion de Refrigeración, S.R.L. a) Spain 100.00% 70.00%	100.00%	70.00%
SKK‐Central de Distr., SA a) Porto 100.00% 70.00%	100.00%	70.00%
SKKFOR ‐ Ser. For. e Desen. de Recursos, SA a) Maia 100.00% 70.00%	100.00%	70.00%
SMP‐Serv. de Manutenção Planeamento, SA a) Matosinhos 100.00% 70.00%	100.00%	70.00%
Société de Tranchage Isoroy SAS a) Honfleur (France) 100.00% 100.00%	100.00%	100.00%
Sopair, SA a) Madrid (Spain) 100.00% 70.00%	100.00%	70.00%
Spred SGPS, SA a) Maia 100.00% 100.00%	100.00%	100.00%
Others
Interlog‐SGPS, SA a) Lisbon 98.98% 98.98%	98.98%	98.98%
Rochester Real Estate, Ltd a) Kent (U.K.) 100.00% 100.00%	100.00%	100.00%
SC – Sociedade de Consultadoria, SA a) Porto 100.00% 100.00%	100.00%	100.00%
SC‐SGPS, SA a) Porto 100.00% 100.00%	100.00%	100.00%
Amesterdam (The SC Finance, BV a) 100.00% 100.00% Netherlands)	100.00%	100.00%

a) Majority of voting rights

1) Company included in Spred segment in 2010

2) Company acquired in the period

3) Company included in Tourism segment in 2010

5. INVESTMENTS IN ASSOCIATED AND JOINTLY CONTROLLED COMPANIES

Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group as at 30 September 2011 and 31 December 2010 are as follows:

			Percentage of capital held
			30 September 2011 31 December 2010		Book Value
	Company	Head Office	Direct	Total	Direct	Total	30 September 2011	31 December 2010
	Tourism
	Andar ‐ Sociedade Imobiliária, SA	Maia	50.00%	50.00%	50.00%	50.00%	939,407	942,174
	Sociedade de Construções do Chile, SA	Lisbon	100.00%	50.00%	100.00%	50.00%	‐	‐
	Fundo de Investimento Imobiliário Fechado Imosede	Maia	45.45%	45.45%	45.45%	45.45%	57,082,545	55,156,588
1)	Sociedade Imobiliária Tróia ‐ B3, SA	Grândola	‐	‐	20.00%	20.00%	‐	438,004
	Vastgoed One ‐ Sociedade Imobiliária, SA	Maia	100.00%	50.00%	100.00%	50.00%	‐	‐
	Vastgoed Sun ‐ Sociedade Imobiliária, SA	Maia	100.00%	50.00%	100.00%	50.00%	‐	‐
	Spred
1)	Cinclus‐Plan. E Gestão de Projectos, SA	Porto	‐	‐	25.00%	25.00%	‐	606,678
	Lidergraf ‐ Artes Gráficas, Lda	Vila do Conde	24.50%	24.50%	24.50%	24.50%	443,253	489,822
	Norscut ‐ Concessionária de Scut Interior Norte, SA	Lisbon	36.00%	36.00%	36.00%	36.00%	350,105	742,338
	Operscut ‐ Operação e Manutenção de Auto‐estradas, SA	Lisbon	15.00%	15.00%	15.00%	15.00%	24,000	24,000
2)	Sodesa, SA	Lisbon	‐	‐	50.00%	50.00%	‐	10,548
1)	TP ‐ Sociedade Térmica, SA	Porto	‐	‐	50.00%	50.00%	‐	13,968,114
	Total						58,839,310	72,378,266

1) Company sold in the period

2) Company dissolved in the period

Associated and jointly controlled companies are consolidated using the equity method.

Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of additional losses under the terms of IAS 28.

As at 30 September 2011 and 31 December 2010, aggregate values of main financial indicators of associated and jointly controlled companies can be analyzed as follows:

	30 September 2011	31 December 2010
Total Assets	839,141,421	987,199,563
Total Liabilities	665,799,796	784,329,964
Income	94,300,831	178,412,566
Expenses	86,519,699	161,303,622

During the periods ended 30 September 2011 and 2010, movements in investments in associated companies may be summarized as follows:

	30 September 2011	30 September 2010
Opening balance as at 1 January	72,410,209	69,265,672
Acquisitions in the period	342,712	149,235
Imparments in the period	‐	(592,817)
Disposals in the period	(18,023,453)	‐
Equity method	4,141,785	2,400,241
Dividends received	‐	(26,486)
Transfers	‐	‐
Closing balance as at 30 September	58,871,253	71,195,845
Accumulated impairment losses (Note 23)	(31,943)	(31,943)
	58,839,310	71,163,902

The use of the equity method had the following impacts: 4,312,240 euro was recorded in share of results of associated undertakings (2,382,469 euro at 30 September 2010) and ‐170,455 euro of other changes recorded in reserves (17,772 euro at 30 September 2010).

The impact in investment income of the sale of the shareholdings in TP – Sociedade Térmica, S.A. and Cinclus – Planeamento e Gestão de Projectos, S.A. was 27,172,893 euro.

6. GROUP COMPANIES, JOINTLY CONTROLLED COMPANIES AND ASSOCIATED COMPANIES EXCLUDED FROM CONSOLIDATION AND INVESTMENTS HELD FOR SALE

Group companies, jointly controlled companies and associated companies excluded from consolidation, their head offices, percentage of share capital held and book value as at 30 September 2011 and 31 December 2010 are made up as follows:

					Percentage of capital held
				30 September 2011		31 December 2010
	Reason for	Head					30 September	31 December
Company	exclusion	Office	Direct	Total	Direct	Total	2011	2010
Tourism
Delphinus – Soc. de Tur. e	a)	Grândola	79.00%	79.00%	79.00%	79.00%	‐	‐
Div. de Tróia, SA
Infratroia – Emp. de Infraest.	a)	Grândola	25.90%	25.90%	25.90%	25.90%	64,747	64,747
de Troia, E.N.
Spidouro S.P.E.I. Douro e		Vila Real	8,30%	8,30%	8,30%	8,30%	‐	‐
Trás‐os‐Montes, SA
Spred
Net, SA		Lisbon	2.80%	2.80%	2.80%	2.80%	11,132	11,132
Sear ‐ Sociedade Europeia de		Santiago	15.00%	15.00%	15.00%	15.00%	150,031	150,031
Arroz, SA		do Cacém
Fundo de Capital de Risco F‐		Lisbon	7.14%	7.14%	7.14%	7.14%	250,000	250,000
HITEC Spinarq – Engenharia,
Energia e Ambiente, SA	a)	Luanda	99.90%	99.90%	99.90%	99.90%	191,507	191,507
Other investments							479,233	471,705
Total (Note 10)							1,146,650	1,139,122

a) Subsidiary incorporated in the period for which, at the date of these financial statements, there is not enough financial information regarding the current period.

Nil balances shown above, result from deduction of impairment losses.

7. CHANGES TO THE CONSOLIDATION PERIMETER

Additions

		Percentage of capital held
		At acquisition date
Company	Head Office	Direct	Total
SC Assets
Espimaia, SGPS, SA	Porto	100.00%	100.00%

The above acquisition had the following impact in the consolidated financial statements as at 30 September 2011:

	Acquisition Date	30 September 2011
Net assets acquired
Investments	5,000,000	‐
Other assets	117,858	119,449
Cash and cash equivalents	2,033	162
Other liabilities	(1,085)	(750)
	5,118,806	118,861
Equity	699,696
Acquisition price	5,818,502
Payments made	5,818,502
Net cash flow from the acquisition

Payments made	5,818,502
Cash and equivalents acquired	(2,033)
	5,816,469

8. TANGIBLE AND INTANGIBLE FIXED ASSETS

During the nine months period ended 30 September 2011, movements in tangible and intangible fixed assets, as well as in amortization and accumulated impairment losses, are made up as follows:

	Tangible Assets
	Land and Buildings	Equipment	Other Tangible Assets	Tangible Assets in progress	Total Tangible Assets
Gross Cost:
Opening balance as at 1 January 2011	200,519,144	126,961,058	3,463,524	13,774,203	344,717,929
Changes in consolidation perimeter	‐	‐	‐	‐	‐
Capital expenditure	92,117	159,192	11,329	9,548,266	9,810,904
Disposals	(981,881)	(125,412)	(1,162,065)	(1,071)	(2,270,429)
Exchange rate effect	(6,047)	(8,741)	(7,009)	‐	(21,797)
Transfers	13,897,165	8,437,950	105,473	(7,450,330)	14,990,258
Closing balance as at 30 September 2011	213,520,498	135,424,047	2,411,252	15,871,068	367,226,865
Accumulated depreciation and impairment losses
Opening balance as at 1 January 2011	44,334,203	40,050,694	2,643,287	‐	87,028,184
Changes in consolidation perimeter	‐	‐	‐	‐	‐
Charges for the period 1)	2,517,861	7,292,438	60,209	‐	9,870,508
Disposals 2)	(442,240)	(82,416)	(714,894)	‐	(1,239,550)
Exchange rate effect	(1,602)	(5,858)	(4,472)	‐	(11,932)
Transfers	‐	(56,330)	4,942	‐	(51,388)
Closing balance as at 30 September 2011	46,408,222	47,198,528	1,989,072	‐	95,595,822
Carrying amount as at 1 January 2011	156,184,941	86,910,364	820,237	13,774,203	257,689,745
Carrying amount as at 30 September 2011	167,112,276	88,225,519	422,180	15,871,068	271,631,043

1) Include impairment losses of 13,102 euro.

2) Include reversal of impairment losses of 9,797 euro, recorded as other operational income.

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

	30 September 2011
Tróia	10,233,069
Ecoresort Project (Tróia)	2,166,269
Boavista Complex refurbishment	1,385,489
Others	2,086,241
	15,871,068

Intangible Assets Patents and other similar rights Software Other Intangible Assets Intangible Assets in progress Total Intangible Assets Gross Cost: Opening balance as at 1 January 2011 7,441,756 2,649,462 8,202 36,788 10,136,208 Changes in consolidation perimeter ‐ ‐ ‐ ‐ ‐ Capital expenditure 332,175 25,073 ‐ 75,748 432,996 Disposals (489) ‐ ‐ ‐ (489) Exchange rate effect ‐ (2,485) ‐ ‐ (2,485) Transfers 21,589 68,246 ‐ (48,682) 41,154 Closing balance as at 30 September 2011 7,795,031 2,740,296 8,202 63,855 10,607,384 Accumulated depreciation and impairment losses Opening balance as at 1 January 2011 836,125 2,041,853 8,202 ‐ 2,886,180

Changes in consolidation perimeter	‐	‐	‐	‐	‐
Charges for the period	132,954	140,660	‐	‐	273,614
Disposals	(489)	‐	‐	‐	(489)
Exchange rate effect	‐	(1,526)	‐	‐	(1,526)
Transfers	4	20,360	‐	‐	20,364
Closing balance as at 30 September 2011	968,594	2,201,347	8,202	‐	3,178,143
Carrying amount as at 1 January 2011	6,605,631	607,609	‐	36,788	7,250,028
Carrying amount as at 30 September 2011	6,826,437	538,949	‐	63,855	7,429,241

9. GOODWILL

During the nine months period ended 30 September 2011, movements in goodwill, as well as in corresponding impairment losses, are as follows:

	30 September 2011
Gross amount:
Opening balance	62,434,923
Increases ‐ acquisition of affiliated companies	‐
Closing balance	62,434,923
Accumulated impairment losses:
Opening balance	1,301,596
Increases	‐
Decreases	‐
Closing balance	1,301,596
	‐
Total Operations	61,133,327

10. INVESTMENTS

As at 30 September 2011 this caption can be detailed as follows:

	30 September 2011
	Non current	Current
Investments in group companies, jointly controlled companies or
associated companies excluded from consolidation
Opening balance as at 1 January	8,324,249	‐
Acquisitions in the period	7,528	‐
Disposals in the period	‐	‐
Transfers	‐	‐
Changes in consolidation perimeter	‐	‐
Closing balance as at 30 September	8,331,777	‐
Accumulated impairment losses (Note 23)	(7,707,935)	‐
	623,842	‐
Investments held for sale
Fair value as at 1 January	651,807	‐
Acquisitions in the period	‐	‐
Disposals in the period	‐	‐
Increase/(Decrease) in fair value	‐	‐
Transfers	‐	‐
Fair value as at 30 September	651,807	‐
Accumulated impairment losses (Note 23)	(128,999)	‐
Fair value (net of impairment losses) as at 30 September	522,808	‐
Other Investments (Note 6)	1,146,650	‐
Derivatives
Fair value as at 1 January	‐	‐
Acquisitions in the period	‐	‐
Disposals in the period	‐	‐
Increase/(Decrease) in fair value	‐	‐
Fair value as at 30 September	‐	‐
	1,146,650	‐

Investments in group companies, jointly controlled companies or associated companies excluded from consolidation and investments held for sale are recorded at acquisition cost less impairment losses. The Group considers that it is not reasonable to estimate a fair value for these investments as there is no visible market data.

11. OTHER NON‐CURRENT ASSETS

As at 30 September 2011 and 31 December 2010, other non‐current assets are detailed as follows:

	30 September 2011	31 December 2010
Loans granted to related parties
Norscut ‐ Concessionária de Scut Interior Norte, SA	15,689,170	15,222,745
Others	89,916	89,916
	15,779,086	15,312,661
Impairment losses (Note 23)	(34,916)	(34,916)
	15,744,170	15,277,745
Trade accounts receivable and other debtors Impairment losses (Note 23)	1,394,136 ‐	1,963,623 ‐
	1,394,136	1,963,623
Other non current assets	17,138,306	17,241,368

12. STOCKS

Stocks as at 30 September 2011 and 31 December 2010 can be detailed as follows, highlighting the value attributable to real estate developments:

30 September 2011			31 December 2010
	of which Real		of which Real
			Estate
			Developments
1,076,013	‐	970,130	‐
31,407,612	29,199,282	46,410,044	44,141,062
97,163,899	97,163,899	118,169,443	118,169,444
85,968,176	80,788,100	71,891,012	68,202,152
68,459	‐	68,459	‐
215,684,160	207,151,281	237,509,088	230,512,658
(6,829,330)	(6,760,870)	(7,726,492)	(7,658,033)
208,854,830	200,390,411	229,782,596	222,854,625
	Total	Estate Developments	Total

13. TRADE ACCOUNTS RECEIVABLE AND OTHER CURRENT ASSETS

As at 30 September 2011 and 31 December 2010, trade accounts receivable and other current assets are detailed as follows:

	30 September 2011	31 December 2010
Trade accounts receivable	33,702,714	40,387,089
Taxes recoverable	10,567,474	12,781,799
Loans granted to and other amounts to be received from related parties
Sit B3	‐	2,559,886
TP	‐	‐
Others	190,991	152,997
	190,991	2,712,883
Other current assets
Suppliers with a debtor balance	1,338,860	817,490
Other debtors	9,040,552	9,704,647
Accounts receivable from the sale of financial investments	29,871,953	25,546,339
Accounts receivable from the sale of tangible assets	14,510	17,824
Interest receivable	714,479	506,646
Deferred costs ‐ Rents	204,903	141,923
Deferred costs ‐ External supplies and services	929,943	698,899
Other current assets	2,569,799	655,536
	44,684,999	38,089,304
Accumulated impairment losses (Note 23)	(31,985,885)	(32,274,040)
Trade accounts receivable and other current assets	57,160,293	61,697,035

14. DEFERRED TAXES

Deferred tax Assets and Liabilities as at 30 September 2011 and 31 December 2010, split between the different types of temporary differences, can be detailed as follows:

	Deferred tax assets		Deferred tax liabilities
	30 September 2011	31 December 2010	30 September 2011	31 December 2010
Amortization and Depreciation harmonization adjustments	1,643,307	1,498,863	1,939,130	1,469,476
Provisions and impairment losses of non‐tax deductible	2,968,827	2,965,355	‐	‐
Write off of tangible and intangible assets	1,083,846	1,219,269	‐	‐
Write off of accruals	500,759	547,186	‐	‐
Revaluation of tangible assets	‐	‐	545,667	558,354
Tax losses carried forward	15,014,489	13,413,700	‐	‐
Write off of stocks	‐	‐	1,107,081	1,128,591
Others	111,266	11,495	432,053	459,625
	21,322,494	19,655,868	4,023,931	3,616,046

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 September 2011 and 31 December 2010, and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:

	30 September 2011				31 December 2010
	Tax losses carried forward	Deferred tax assets	Time limit	Tax losses carried forward	Deferred tax assets	Time limit
With limited time use
Generated in 2005	3,863,667	965,917	2011	3,809,015	952,254	2011
Generated in 2006	6,603,933	1,650,983	2012	6,879,972	1,719,993	2012
Generated in 2007	2,832,608	708,152	2013	2,832,608	708,152	2013
Generated in 2008	7,747,724	1,936,932	2014	7,747,724	1,936,931	2014
Generated in 2009	11,043,066	2,760,767	2015	11,338,921	2,834,730	2015
Generated in 2010	19,122,422	4,780,606	2014	20,705,765	5,176,440	2014
Generated in 2011	8,428,884	2,107,221	2015	‐	‐	2015
	59,642,304	14,910,578		53,314,005	13,328,501
With a time limit different from the above mentioned	416,057	103,911		340,859	85,199
	60,058,361	15,014,489		53,654,864	13,413,700

As at 30 September 2011 and 31 December 2010, deferred tax assets resulting from tax losses carried forward were re‐assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.

	30 September 2011				31 December 2010
	Tax losses carried forward	Tax Credit	Time limit	Tax losses carried forward	Tax Credit	Time limit
With limited time use
Generated in 2005	5,245,483	1,311,370	2011	5,238,537	1,309,633	2011
Generated in 2006	10,038,086	2,509,523	2012	10,739,887	2,684,974	2012
Generated in 2007	17,268,130	4,317,032	2013	18,591,477	4,647,869	2013
Generated in 2008	31,360,974	7,840,244	2014	31,452,195	7,863,050	2014
Generated in 2009	47,043,003	11,760,751	2015	52,127,358	13,031,839	2015
Generated in 2010	17,912,314	4,478,080	2014	18,374,162	4,593,540	2014
Generated in 2011	14,377,982	3,594,495	2015	‐	‐	2015
	143,245,972	35,811,495		136,523,615	34,130,906
Without limited time use	1,186,715	395,532		1,186,715	395,532
With a time limit different from the above mentioned	19,157,157	5,526,955		20,982,690	5,802,011
	20,343,872	5,922,487		22,169,405	6,197,543
	163,589,844	41,733,982		158,693,020	40,328,449

As at 30 September 2011, tax losses carried forward amounting to 163,589,844 euro (158,693,020 euro as at 31 December 2010), have not originated deferred tax assets for prudential reasons:

15. CASH AND CASH EQUIVALENTS

As at 30 September 2011 and 31 December 2010, Cash and Cash equivalents can be detailed as follows:

	30 September 2011	31 December 2010
Cash at hand	176,296	236,316
Bank deposits	2,503,586	2,962,982
Treasury applications	‐	‐
Cash and cash equivalents on the balance sheet	2,679,883	3,199,298
Bank overdrafts (Note 18)	(1,284,209)	(202,088)
Guarantee deposit	(500,000)	(500,000)
Cash and cash equivalents in the statement of cash‐flows	895,674	2,497,210

Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under Current bank loans (Note 18).

16. SHARE CAPITAL

The share capital of Sonae Capital SGPS, SA is represented by 250,000,000 ordinary shares, which do not have the right to a fixed remuneration, with a nominal value of 1 euro each.

The demerger originated a reserve in the amount of 132,638,253 euro, which has a treatment similar to that of a Legal Reserve. According to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.

17. NON‐CONTROLLING INTERESTS

Movements in non‐controlling interests in the periods ended 30 September 2011 and 31 December 2010 are as follows:

	30 September 2011	31 December 2010
Opening balance as at 1 January	12,454,796	11,319,241
Changes in percentage by acquisition / increase capital	‐	310,000
Changes in hedging reserves	(10,632)	(9,033)
Changes in the percentage of capital held in affiliated companies	(4,103,273)	‐
Changes resulting from currency translation	(32,241)	46,997
Others	(1,858)	(12,677)
Profit for the period attributable to minority interests	742,056	800,268
Closing balance as at 30 September	9,048,848	12,454,796

18. BORROWINGS

As at 30 September 2011 and 31 December 2010, Borrowings are made up as follows:

	30 September 2011		31 December 2010
	Outstanding amount		Outstanding amount		Repayable on
	Current	Non Current	Current	Non Current
Bank loans
Sonae Capital SGPS ‐ commercial paper a)	‐	30,000,000	‐	30,000,000	Mar/2013
Sonae Capital SGPS ‐ commercial paper e)	4,000,000	12,250,000	4,000,000	12,250,000	Dec/2013
Sonae Capital SGPS ‐ commercial paper b)	11,050,000	‐	22,000,000	‐	Mar/2018
Sonae Capital SGPS ‐ commercial paper c) h)	‐	36,600,000	59,700,000	‐	Aug/2016
Sonae Capital SGPS ‐ commercial paper d)	‐	‐	36,600,000	‐	Aug/2011
Sonae Capital SGPS ‐ commercial paper f)	800,000	‐	‐	‐	Jun/2016
Selfrio Engenharia ‐ commercial paper	1,400,000	‐	1,400,000	700,000	May/2012
Sonae Capital SGPS g)	2,000,000	33,000,000	‐	‐	Jun/2017
Up‐front fees	‐	(468,219)	‐	(34,211)
Others	177,808	‐	132,844	‐
	19,427,808	111,381,781	123,832,844	42,915,789
Bank overdrafts (Note 15)	1,284,209	‐	202,088	‐
Bank loans	20,712,017	111,381,781	124,034,932	42,915,789

Bond Loans

Sonae Capital 2007/2012 Bonds	‐	30,000,000	‐	30,000,000	Dec/2012
Sonae Capital 2011/2016 Bonds	‐	10,000,000	‐	‐	Jan/2016
SC, SGPS, S.A. 2008/2018 Bonds	‐	50,000,000	‐	50,000,000	Mar/2018
Up‐front fees	‐	(526,942)	‐	(593,681)
Bond Loans	‐	89,473,058	‐	79,406,319
Other loans	934,457	3,333,715	1,001,327	2,986,459
Derivatives (Note 19)	105,576	1,721,963	‐	1,077,097
Obligations under finance leases	2,871,714	28,205,172	3,479,253	25,636,993
Up‐front fees on finance leases	‐	(130,016)	‐	(129,251)
	24,623,764	233,985,673	128,515,512	151,893,406

a) Commercial paper programme, with subscription guarantee, issued on 14 March 2008 and valid for a 5 year period.

b) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period.

c) Sonae Turismo, SGPS, SA is a co-guarantor in this loan.

d) Commercial paper programme, issued on 29 August 2009 and valid up to 29 August 2011.

e) Short term commercial paper programme, with subscription guarantee, issued on 30 December 2010, with annual renewals up to 3 years.

f) Short term commercial paper programme, with subscription guarantee, issued on 1 September 2011, with annual renewals up to 5 years.

g) Bank loan secured by mortgages on real state, issued on 2 September 2011 and for a 6 year period, with annual repayments.

h) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to 29 August 2016.

As at 30 September 2011, Bond loans of the Group were as follows:

• Sonae Capital SGPS ‐ 2007/2012 Bond loan 2nd emission in the amount of 30,000,000 euro, with a 5 year maturity, and a sole reimbursement on 31 December 2012. This bond loan bears interest every six months.
• Sonae Capital SGPS ‐ 2011/2016 Bond loan in the amount of 10,000,000 euro, with a 5 year maturity, and a sole reimbursement on 17 January 2016, except if the reimbursement is anticipated, fully or partially, which can happen on 17 January 2014. This bond loan bears interest every six months.
• SC, SGPS, SA, 2008/2018 Bond loan in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March 2016. This bond loan bears interest every six months.

The interest rate on bonds in force on 30 September 2011 was on average 3.88%.

Bank loans pay interest rates that are indexed to the Euribor market rates of the period, and its fair value is considered close to its book value.

Other non‐current loans include reimbursable subsidies to affiliated undertakings, which do not bear interest.

The repayment schedule of the nominal value of borrowings (includes finance lease creditors) may be summarized as follows:

	30 September 2011		31 December 2010
	Nominal value	Interest	Nominal value	Interest
N+1 a)	24,518,188	9,384,642	128,515,511	5,703,005
N+2	105,887,795	7,610,995	37,457,919	3,234,236
N+3	18,692,045	6,189,500	41,255,250	2,020,753
N+4	10,460,641	5,507,395	3,051,392	1,538,673
N+5	20,882,869	4,501,824	3,025,754	1,480,122
After N+5	77,465,538	4,030,241	66,783,138	2,503,818
	257,907,074	37,224,596	280,088,964	16,480,607

a) Of the total amount maturing in N +1, 85% concerns to commercial paper taken under lines of credit with commitment exceeding one year.

19. DERIVATIVES

Interest rate derivatives

Hedging instruments used by the Group as at 30 September 2011 were mainly interest rate options (cash‐flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 55,000,000 euro, whose fair value of 1,827,538 euro is recorded as liabilities. As at 30 September 2011, all derivatives are hedging derivatives.

These interest rate hedging instruments are valued at fair value as at the balance sheet date, determined by valuations made by the Group using derivative valuation calculation schedules and external valuations when these schedules do not permit the valuation of certain instruments. For options, fair value is determined using the Black‐Scholes model and its variants.

Risk coverage guidelines generally used by the Group in contractually arranged hedging instruments are as follows:

• Matching between cash‐flows received and paid, i.e., there is a perfect match between the dates of the re‐fixing of interest rates on financing contracted with the bank and the dates of the re‐fixing of interest rates on the derivative;
• Perfect matching between indices: the reference index for the hedging instrument and that for the financing to which the underlying derivative relates are the same;
• In the case of extreme rises in interest rates, the maximum cost of financing is limited.

Counterparts for derivatives are selected based on their financial strength and credit risk profile, with this profile being generally measured by a rating note attributed by rating agencies of recognized merit. Counterparts for derivatives are top level, highly prestigious financial institutions which are recognized nationally and internationally.

Fair value of derivatives

The fair value of derivatives is as follows:

	Assets		Liabilities
	30 September 2011	31 December 2010	30 September 2011	31 December 2010
Non‐Hedge accounting derivatives
Interest rate	‐	‐	‐	‐
Hedge accounting derivatives
Interest rate	‐	‐	1,827,538	1,077,097
Other derivatives	‐	‐	‐	‐
	‐	‐	1,827,538	1,077,097

20. OTHER NON‐CURRENT LIABILITIES

As at 30 September 2011 and 31 December 2010 other non‐current liabilities can be detailed as follows:

	30 September 2011	31 December 2010
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA	2,252,251	2,252,251
Others	1,298,096	1,098,000
	3,550,347	3,350,251
Other creditors
Creditors in the restructuring process of Torralta	30,141,463	30,141,463
Fixed assets suppliers	‐	‐
Others	‐	3,999
	30,141,463	30,145,462
Deferred income	3,077,278	3,145,977
Pension fund responsabilities	‐	‐
Other non current liabilities	36,769,088	36,641,690

Other creditors include 30,141,463 euro payable to creditors of an affiliated undertaking under the terms of a judicial restructuring process. The court decision dated 27 November 1997 (which confirms the terms approved in the creditors meeting of 23 September 1997) states that these credits will be payable 50 years from the date that the decision was confirmed (30 January 2003).

21. SHARE‐BASED PAYMENTS

In 2011 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA (until 2007 in the form of shares of Sonae, SGPS, SA) to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date. On 28 January 2008 existing liabilities based on Sonae, SGPS, SA's shares have been recalculated to reflect liabilities based on Sonae Capital, SGPS, SA's shares. Closing share prices as at that date were used in this recalculation.

As at 30 September 2011 and December 2010, the market value of total liabilities arising from share‐ based payments, which have not yet vested, may be summarized as follows:

		Number of
		participants	30 September 2011	31 December 2010
2008	2011	‐	‐	34,015
2009	2012	4	69,494	141,664
2010	2013	4	71,306	145,478
2011	2014	4	122,238	‐
			263,038	321,157
	Year of grant	Vesting year		Fair Value

As at 30 September 2011 and December 2010, 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 have not yet vested:

	30 September 2011	31 December 2010
Other non‐current liabilities	83,755	142,935
Other current liabilities	83,966	34,015
Reserves	143,765	293,939
Staff Costs	23,956	(116,989)

22. TRADE ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

As at 30 September 2011 and December 2010 trade accounts payable and other current liabilities can be detailed as follows:

30 September 2011	31 December 2010
19,687,431	26,672,579
110,002	202,241
682,666	1,299,229
2,254,571	2,166,714
‐	1,193,755
4,802,526	5,975,560
6,689,043	6,271,783
4,714,978	8,078,357
6,026,510	4,838,872
1,465,430	608,832
515,411	970,584
1,734,807	1,757,658
6,710,999	5,203,381
35,596,941	38,364,725
	65,239,545
	55,394,374

23. PROVISIONS AND ACCUMULATED IMPAIRMENT LOSSES

Movements in provisions and accumulated impairment losses over the period ended 30 September 2011 were as follows:

	Balance as at 1			Balance as at 30
Captions	January 2011	Increases	Decreases	September 2011
Accumulated impairment losses on:
Other Investments (Notes 5 and 10)	7,868,877	‐	‐	7,868,877
Other non‐current assets (Note 11)	34,916	‐	‐	34,916
Trade accounts receivable (Note 13)	4,367,254	51,472	(349,964)	4,068,762
Other current debtors (Note 13)	27,906,786	10,775	(438)	27,917,123
Stocks (Note 12)	7,726,492	30,911	(928,073)	6,829,330
Non‐current provisions	3,185,975	‐	‐	3,185,975
Current provisions	2,704,909	‐	(1,249,693)	1,455,216
	53,795,209	93,158	(2,528,168)	51,360,199

As at 30 September 2011 and 31 December 2010, detail of other provisions was as follows:

	30 September 2011	31 December 2010
Judicial claims	1,707,327	2,887,019
Others	2,933,864	3,003,864
	4,641,191	5,890,883

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

24. CONTINGENT ASSETS AND LIABILITIES

As at 30 September 2011 and 31 December 2010 the most important contingent liabilities referred to guarantees given and were made up as follows:

30 September 2011	31 December 2010
1,089,524	1,295,000
2,778,420	2,702,720
‐	1,897,406
3,700,394	3,175,168
17,119,995	17,976,743

Other includes the following guarantees:

• 6,911,012 euro (7,766,329 euro as at 31 December 2010) of guarantees on construction works given to clients;
• 8,643,393 euro (same amount as at 31 December 2010) of guarantees given concerning building permits in the Tourism business.

The Group has not registered provisions for the events/disagreements for which these guarantees were given since the Group believes that the above mentioned events will not result in a loss for the Group.

25. RELATED PARTIES

Balances and transactions during the periods ended 30 September 2011 and 2010 with related parties are detailed as follows:

	Sales and services rendered		Purchases and services obtained
Transactions	30 September 2011	30 September 2010	30 September 2011	30 September 2010
Parent company and group companies excluded from consolidation (a)	‐	‐	‐	‐
Associated companies	944,321	901,911	395,913	390,778
Other partners in Group companies	20,210,791	40,298,027	5,551,833	5,372,892
	21,155,112	41,199,938	5,947,746	5,763,670
	Interest income		Interest expenses
Transactions	30 September 2011	30 September 2010	30 September 2011	30 September 2010
Parent company and group companies excluded from consolidation (a)	‐	‐	‐	‐
Associated companies	716,481	966,799	‐	‐
Other partners in Group companies	‐	1,645	109,585	115,243
	716,481	968,444	109,585	115,243
	Accounts receivable		Accounts payable
Balances	30 September 2011	31 December 2010	30 September 2011	31 December 2010
Parent company and group companies
excluded from consolidation (a)	‐	‐	18,777	115
Associated companies	1,502,054	562,039	48,803	24,598
Other partners in Group companies	10,138,150	15,874,001	4,551,884	5,346,467
	11,640,204	16,436,040	4,619,464	5,371,180
	Loans obtained		Loans granted
Balances	30 September 2011	31 December 2010	30 September 2011	31 December 2010
Parent company and group companies excluded from consolidation (a)	‐	‐	‐	‐
Associated companies	‐	‐	15,859,170	15,569,601
Other partners in Group companies	2,252,347	2,252,251	‐	‐

(a) The parent company is Efanor Investimentos, SGPS, SA; balances and transactions with Sonae, SGPS, SA and Sonae Indústria, SGPS, SA are Included under Other partners in Group companies.

26. TAXATION

Income tax for the nine months periods ended 30 September 2011 and 2010 was made up as follows:

30 September 2011	30 June 2010
2,267,543	2,352,520
(1,275,454)	(7,408,173)
992,089	(5,055,653)

27. RECONCILIATION OF CONSOLIDATED NET PROFIT

As at 30 September 2011 and 2010, the reconciliation of consolidated net profit can be analyzed as follows:

	30 September 2011	30 June 2010
Aggregate net profit	26,479,579	(7,973,701)
Harmonisation adjustments	4,559	1,831,147
Elimination of intragroup dividends	(7,417,837)	(45,114,978)
Share of gains/(losses) of associated undertakings	4,312,240	2,355,983
Elimination of intragroup capital gains/(losses)	-	27,251,640
Elimination of intragroup impairment	1,008,100	(6,049,011)
Reversal of impairment losses	-	3,457,708
Adjustments of gains/(losses) of financial shareholdings sale	(8,964,361)	24,196,084
Others	12,157	34,538
Consolidated net profit for the year	15,434,437	(10,590)

28. EARNINGS PER SHARE

Earnings per share for the periods ended 30 September 2011 and 2010 were calculated taking into consideration the following amounts:

	30 September 2011	30 September 2010
Net profit
Net profit taken into consideration to calculate basic earnings per share (Net profit for the period )	14,692,381	(400,719)
Effect of dilutive potential shares	‐	‐
Interest related to convertible bonds (net of tax)	‐	‐
Net profit taken into consideration to calculate diluted earnings per share	14,692,381	(400,719)

Number of shares

250,000,000	250,000,000
‐	‐
250,000,000	250,000,000
0.058770	(0.001603)

There are no convertible instruments included in Sonae Capital, SGPS, and SA's shares, hence there is no dilutive effect.

29. SEGMENT INFORMATION

In the periods ended 30 September 2011 and 2010, the following were identified as segments:

• Sonae Turismo:
• ‐ Tourism Operations
• ‐ Atlantic Ferries
• ‐Other
• SC Assets:
• ‐ Residential Development
• ‐ Other Real Estate Assets
• ‐ Other
• Spred:
• ‐ Selfrio Group
• ‐ Other
• Holding and Others

No secondary business segments were disclosed since Group activities are almost all carried out in Portugal. Foreign activities are not significant enough to justify disclosure of a different geographical segment.

The contribution of the business segments to the income statement for the nine months periods ended on 30 September 2011 and 2010 can be detailed as follows:

								30 S ept em	ber 201 1
Pro fit & L Acc t oss oun	rism Ope Tou rati ons	Atla ntic Fer ries	Oth er	Inte nt Inco rseg me me	al Tou Tot rism	Res l Pro ide ntia ty Dev per elo ent pm	Oth eal Esta er R te Ass ets	Oth er	Inte nt Inco rseg me me	Tot C Ass al S ets	Self rio Gro up	Oth er	Inte nt Inco rseg me me	al Spr Tot ed	Hol g & Oth din ers	Inte ent Inco rse gm me	Con soli dat ed
l In Ope rati ona com e
Sale s	6,7 60, 444	‐	‐	‐	6,7 60, 444	640 ,90 0	5,2 95, 767	‐	(2,8 ) 00, 000	3,1 36, 667	42, 563 ,40 4	5,2 08, 824	‐	47, 772 ,22 8	‐	(4,2 ) 31, 596	53, 437 ,74 3
Ser vice nde red re s	25, 125 ,92 3	4,4 08, 659	1,3 30, 582	(1,2 00, 584 )	29, 664 ,58 0	843 ,77 0	4,7 43, 974	‐	(16 4,5 96)	5,4 23, 148	13, 008 ,75 6	4,5 74, 110	(18 ,98 0)	17, 563 ,88 6	3,0 65, 670	(6,7 ) 29, 241	48, 988 ,04 3
Oth al tion er op era inco me	2,9 97, 589	36, 057	231 ,07 3	(30 81) 4,1	2,9 60, 538	126 ,12 9	557 ,00 0	28, 649	(58 1) ,33	653 ,44 7	943 ,28 7	853 ,37 1	‐	1,7 96, 658	630 ,75 2	3,8 29, 565	9,8 70, 960
	34, 883 ,95 6	4,4 44, 716	1,5 61, 655	(1,5 ) 04, 765	39, 385 ,56 2	1,6 10, 799	10, 596 ,74 1	28, 649	(3,0 ) 22, 927	9,2 13, 262	56, 515 ,44 7	10, 636 ,30 5	(18 0) ,98	67, 132 ,77 2	3,6 96, 422	(7,1 ) 31, 272	112 ,29 6,7 46
Op tion al c ash ‐flo era w (EB A) ITD	(6,8 ) 57, 514	1,0 30, 196	546 ,36 1	(54 )	(5,2 ) 81, 011	(56 00) 4,8	1,4 96, 936	(16 4) ,69	3,4 40	918 ,88 2	3,7 20, 967	1,5 58, 448	(53 7)	5,2 78, 878	(1,3 ) 15, 749	32	(39 68) 8,9

								30 S	ber ept 201 0 em
fit & Pro L Acc t oss oun	rism Ope Tou rati ons	Atla ntic Fer ries	Oth er	Inte nt Inco rseg me me	al Tou Tot rism	l Pro ide ntia Res ty Dev per elo ent pm	Oth er Rea l Esta te Ass ets	Oth er	Inte nt Inco rseg me me	al S Tot C Ass ets	Box Line s	Self rio Gro up	Oth er	Inte nt Inco rseg me me	al Spr Tot ed	Hol din g & O the rs	Inte ent Inco rse gm me	soli dat ed Con
l In Ope rati ona com e
Sale s	13, 097 ,50 6	‐	‐	‐	13, 097 ,50 6	1,1 82, 650	751 ,00 0	‐	‐	1,9 33, 650	‐	44, 022 ,52 6	4,1 06, 010	‐	48, 128 ,53 6	‐	(21 55) 1,7	62, 947 ,93 7
nde red Ser vice re s	26, 376 ,38 3	3,8 61, 346	2,1 94, 011	(1,9 ) 76, 156	30, 455 ,58 4	883 ,96 2	5,2 76, 984	‐	(24 10) 2,7	5,9 18, 236	26, 897 ,08 2	11, 039 ,23 4	4,8 79, 166	(55 5) ,99	42, 759 ,48 7	3,3 08, 798	(7,2 ) 47, 114	75, 194 ,99 1
Oth tion al er op era inco me	3,9 68, 960	32, 564	1,6 27, 902	(30 5,6 85)	5,3 23, 741	252 ,90 6	959 ,43 7	‐	(11 3,8 89)	1,0 98, 454	116 ,61 3	,32 455 4	660 ,94 9	(42 2)	1,2 32, 464	330 8 ,14	(50 95) 4,5	80, 212 7,4
	43, 442 ,84 9	3,8 93, 910	3,8 21, 913	(2,2 ) 81, 841	48, 876 ,83 1	2,3 19, 518	6,9 87, 421	‐	(35 99) 6,5	8,9 50, 340	27, 013 ,69 5	55, 517 ,08 4	9,6 46, 125	(56 7) ,41	92, 120 ,48 7	3,6 38, 946	(7,9 ) 63, 464	145 ,62 3,1 40
tion al c ash ‐flo Op era w (EB A) ITD	(3,3 ) 58, 718	350 ,50 7	38, 636	(1,8 84)	(2,9 ) 71, 459	(76 85) 6,6	2,9 19, 683	(14 1) ,24	26, 975	2,1 65, 732	1,0 22, 752	3,6 67, 373	632 ,05 2	1,2 13	5,3 23, 390	(94 33) 2,2	(3,3 60)	3,5 72, 070

The contributionof the business segments to the balance sheets as at 30 September 2011 and 31 December 2010 can be detailed as follows:

30September 2011

Bala Sh eet nce	ism Ope Tour ratio ns	Atlan tic F errie s	Othe r	Inter ent Adju segm stme nts	l Tou Tota rism	Resid l Prop entia erty Deve lopm ent	l Estat Othe r Rea e As sets	Othe r	Inter ent Adju segm stme nts	l SC Tota Asse ts	Selfr io Gr oup	Othe r	Inter ent Adju segm stme nts	l Spr ed Tota	Hold ing & Othe rs	Inter ent Adju segm stme nts	olida ted Cons
Fixed As sets Tang ible a nd Intan gible	162, 573, 831	25,0 98,9 46	305, 174	‐	187, 977, 951	344, 857	77,0 72,2 95	‐	‐	77,4 17,1 53	420, 165	13,1 28,6 57	‐	13,5 48,8 22	116, 358	‐	279, 060, 284
Inves tme nts	216, 838	‐	271, 608	‐	488, 446	‐	939, 407	57,0 82,5 45	‐	58,0 21,9 52	‐	1,47 4,31 1	‐	1,47 4,31 1	1,25 1	‐	59,9 85,9 60
Othe Ass ets r	174, 268, 698	2,07 1,04 7	171, 520, 791	(172 ) ,237 ,106	175, 623, 430	49,3 22,2 57	114, 067, 110	158, 696, 923	(200 ) ,718 ,719	121, 367, 570	58,3 14,1 54	47,6 87,4 29	(12,5 33) 43,5	93,4 58,0 50	411, 909, 840	(434 ) ,069 ,757	368, 289, 134
Tota Ass l ets	337, 059, 366	27,1 69,9 94	172, 097, 573	(172 ) ,237 ,106	364, 089, 827	49,6 67,1 14	192, 078, 812	215, 779, 468	(200 ) ,718 ,719	256, 806, 675	58,7 34,3 18	62,2 90,3 97	(12,5 33) 43,5	108, 481, 183	412, 027, 449	(434 ) ,069 ,757	707, 335, 377
Tota Liab l ilitie s	250, 936, 859	23,2 13,6 82	211, 180, 944	(172 ,234 ,767 )	313, 096, 718	50,5 22,9 07	150, 835, 195	186, 638, 898	(197 ,918 ,479 )	190, 078, 521	23,8 53,9 11	32,7 42,8 34	(12,5 42,9 80)	44,0 53,7 65	249, 321, 738	(437 ,112 ,722 )	359, 438, 020
Tech nica l inve stme nt	5,59 7,57 8	77,9 20	2,31 0	‐	5,67 7,80 8	333, 150	352, 995	‐	‐	686, 145	157, 029	3,69 3,35 4	‐	3,85 0,38 3	29,5 65	‐	10,2 43,9 01
Gros De bt s	3,77 2,61 3	20,6 23,0 92	‐	‐	24,3 95,7 06	103, 571	387, 258	‐	‐	490, 829	2,61 9,35 0	10,6 67,1 75	‐	13,2 86,5 25	220, 436, 376	‐	258, 609, 436
Net De bt	3,46 9,07 8	20,5 24,8 92	(7,03 5)	‐	23,9 86,9 35	(403 ) ,467	372, 023	(1,49 6)	‐	(32,9 39)	2,21 1,90 7	10,5 74,1 67	‐	12,7 86,0 74	219, 189, 484	‐	255, 929, 553

	31 mbe r 20 10 D ece
Bala Sh eet nce	rism Ope Tou ratio ns	Atla ntic Ferr ies	Oth er	Inte t Adj rseg men ustm ents	al Tou Tot rism	Res tial Prop iden erty Dev elop t men	eal Esta Oth er R te A sset s	Oth er	Inte t Adj rseg men ustm ents	Tot C Ass al S ets	Self rio Gro up	Oth er	Inte t Adj rseg men ustm ents	al S pred Tot	Hold & Oth ing ers	Inte t Adj rseg men ustm ents	soli date d Con
Fixed As sets ible a nd Tang gible Intan	148, 819, 754	26,0 52,9 29	395, 538	‐	175, 268, 221	25,4 15	78,6 19,4 54	‐	‐	78,6 44,8 69	595, 759	10,2 83,0 15	‐	10,8 78,7 74	147, 910	‐	264, 939, 773
Inves tme nts	647, 321	‐	271, 608	‐	918, 929	‐	942, 174	54,5 24,8 12	‐	55,4 66,9 86	‐	1,92 3,66 0	‐	1,92 3,66 0	15,2 07,8 15	‐	73,5 17,3 89
Othe Ass ets r	189, 212, 015	1,93 1,53 4	169, 457, 322	(170 ,467 ,915 )	190, 132, 955	46,4 07,9 78	114, 537, 861	153, 686, 107	(190 ,744 ,145 )	123, 887, 801	65,4 22,8 08	46,4 96,7 06	(24,1 01,5 49)	87,8 17,9 66	391, 073, 353	(400 ,202 ,583 )	392, 709, 492
l Tota Ass ets	338, 679, 089	27,9 84,4 62	170, 124, 468	(170 ) ,467 ,915	366, 320, 105	46,4 33,3 92	194, 099, 489	208, 210, 919	(190 ) ,744 ,145	257, 999, 655	66,0 18,5 67	58,7 03,3 81	(24,1 49) 01,5	100, 620, 399	406, 429, 078	(400 ) ,202 ,583	731, 166, 655
Tota Liab l ilitie s	247, 955, 879	23,5 77,1 60	201, 845, 568	(170 ) ,467 ,453	302, 911, 154	46,7 33,5 59	148, 301, 219	175, 585, 925	(190 ) ,744 ,356	179, 876, 347	33,6 26,1 26	27,4 32,1 06	(20,8 16) 81,4	40,1 76,8 16	269, 276, 207	(400 ) ,443 ,442	391, 797, 082
Tech nica l inve stme nt	6,69 7,64 6	334, 932	312, 873	‐	7,34 5,45 1	57,9 90	268, 987	‐	‐	326, 977	267, 800	2,20 9,77 7	‐	2,47 7,57 7	92,8 24	20,8 84	10,2 63,7 14
Gros De bt s	3,35 8,54 4	21,6 70,9 57	25,0 95	‐	25,0 54,5 97	‐	718, 081	‐	‐	718, 081	3,23 4,17 1	6,45 2,71 4	‐	9,68 6,88 5	244, 949, 354	‐	280, 408, 918
Net De bt	3,09 1,25 6	21,4 04,6 48	(261 ,565 )	‐	24,2 34,3 39	(512 ,754 )	517 ,864	(40, 727 )	‐	(35, 616 )	1,74 9,19 9	6,37 0,42 8	‐	8,11 9,62 8	244 ,891 ,269	‐	277 ,209 ,619

Sonae

Capital, SGPS, SA Report and Accounts 30September 2011

Net debt of the Holding can be analyzed as follows:

	30 September 2011
Inflows
Gross bank debt	220,436,376
Cash and cash equivalents	1,246,892
Net bank debt	219,189,484
Sonae Turismo	‐
SC Assets	‐
Spred	23,280,200
Intercompany ST Loans obtained	23,280,200
	‐
Total Inflows	242,469,684
Outflows
Sonae Turismo	206,874,362
SC Assets	179,888,250
Spred	826,000
Intercompany ST Loans granted	387,588,612

30. SUBSEQUENT EVENTS

No relevant events, requiring further disclosure, have occurred after 30 September 2011.

31. APPROVAL OF THE FINANCIAL STATEMENTS

These consolidated financial statements were approved by the Board of Directors and authorized for issue on 23 November 2011.

INDIVIDUAL FINANCIAL STATEMENTS 30 SEPTEMBER 2011

(Translation from the Portuguese Original)

INDIVIDUAL BALANCE SHEETS AS AT 30 SEPTEMBER 2011 AND 31 DECEMBER 2010

(Amounts expressed in euro)

	ASSETS	Notes	30 September 2011	31 December 2010
NON CURRENT ASSETS:
Tangible assets			-	-
Investments		4	542,139,453	542,139,453
Deferred tax assets			111,373	157,965
Other non current assets		5	189,586,043	220,718,043
	Total Non Current Assets		731,836,869	763,015,461
CURRENT ASSETS:
Other current assets		6	31,077,474	20,151,723
Cash and cash equivalents		7	1,240,904	27,355
	Total Current Assets		32,318,378	20,179,078
TOTAL ASSETS			764,155,247	783,194,539
	EQUITY AND LIABILITIES
EQUITY:
Share Capital		8	250,000,000	250,000,000
Legal reserve			8,307,376	8,191,127
Other reserves		9	289,628,622	287,419,883
Retained earnings			-	-
Profit / (Loss) for the period			114,771	2,324,988
TOTAL EQUITY			548,050,769	547,935,998
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans		10	111,381,781	42,215,789
Bonds		10	39,932,908	29,943,901
Other non current liabilities			50,991	97,003
Deferred tax liabilities			14,449	22,586
	Total Non Current Liabilities		151,380,129	72,279,279
CURRENT LIABILITIES
Suppliers			25,855	75,521
Bank overdrafts		10	17,850,000	122,300,000
Other creditors		11	44,559,527	39,693,292
Other current liabilities		12	2,288,967	910,449
	Total Current Liabilities		64,724,349	162,979,262
TOTAL EQUITY AND LIABILITIES			764,155,247	783,194,539

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2011 AND 2010

(Amounts expressed in euro)

	Notes	30 September 2011	30 September 2010
Operational income
Other operational income		325,582	55,838
Total operational income		325,582	55,838
Operational expenses
External supplies and services	13	(197,052)	(228,771)
Staff costs	14	(698,868)	(835,290)
Depreciation and amortisation		(1)	(1,982)
Other operational expenses		(4,501)	(178,601)
Total operational expenses		(900,421)	(1,244,644)
Operational profit/(loss)		(574,839)	(1,188,806)
Financial income	15	7,931,976	6,803,664
Financial expenses	15	(7,195,119)	(6,624,322)
Net financial income/(expenses)		736,857	179,342
Investment income	15	-	2,871,845
Profit/(loss) before taxation		162,018	1,862,381
Taxation	16	(47,247)	245,545
Profit/(loss) for the period		114,771	2,107,926
Profit/(loss) per share
Basic and diluted	17	0.000459	0.008432

The accompanying notes are an integral part of these financial statements

INDIVIDUAL INCOME STATEMENT BY NATURE

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2011 AND 2010

(Amounts expressed in euro)

	3rd Quarter 2011 (Unaudited)	3rd Quarter 2010 (Unaudited)
Operational income:
Other operational income	2,811	2,263
Total operational income	2,811	2,263
Operational expenses:
External supplies and services	(69,308)	(66,889)
Staff costs	(204,153)	(228,712)
Depreciation and amortisation	0	(661)
Other operational expenses	(1,501)	(80,354)
Total operational expenses	(274,961)	(376,616)
Operational profit/(loss)	(272,150)	(374,353)
Financial income	2,968,849	1,706,559
Financial expenses	(2,618,560)	(1,862,872)
Net financial income/(expenses)	350,289	(156,313)
Investment income	-	-
Profit/(loss) before taxation	78,139	(530,666)
Taxation	(22,255)	130,068
Profit/(loss) for the period	55,884	(400,598)
Profit/(loss) per share
Basic and diluted	0.000224	(0.001602)
The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2011 AND 2010

(Amounts expressed in euro)

	30 September 2011	30 September 2010
Net profit for the period	114,771	2,107,926
Exchange differences arising from translating foreign operations	-	-
Share of other comprehensive income of associated undertakings and joint ventures
accounted for by the equity method	-	-
Change in the fair value of assets available for sale	-	-
Change in the fair value of cash flow hedging derivatives	-	-
Gains on property revaluations	-	-
Income tax relating to components of other comprehensive income	-	-
Other comprehensive income for the period	-	-
Total comprehensive income for the period	114,771	2,107,926

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2011 AND 2010

(Amounts expressed in euro)

	3rd Quarter 2011 (Unaudited)	3rd Quarter 2010 (Unaudited)
Net profit for the period	55,884	(400,598)
Exchange differences on translating foreign operations	-	-
Share of other comprehensive income of associates and joint
ventures accounted by the equity method Change in the fair value of assets available for sale	- -	- -
Change in the fair value of cash flow hedging derivatives	-	-
Gains on property revaluation	-	-
Income tax relating to components of other comprehensive income	-	-
Other comprehensive income for the period	-	-
Total comprehensive income for the period	55,884	(400,598)

The accompanying notes are part of these financial statements

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2011 AND 2010

(Amounts expressed in euro)

	Sha re Cap ital	Ow n Sha res	Leg al Res erve	Tra nsla tion Res erve	Fai r Va lue Res erve	Hed ging Res erve	Oth er Res erve s	Ret aine d Ear ning s	Sub tot al	Net fit / (los s) pro	Tot al E quit y
Bal 1 Ja 201 0 at anc e as nua ry	250 ,000 ,000	-	-	-	-	-	132 ,638 ,253	(84 9,78 0)	131 ,788 ,473	163 ,822 ,537	545 ,61 1,01 0
Tot al c rehe nsiv e in e fo r th riod omp com e pe	-	-	-	-	-	-	-	-	-	2,1 07,9 26	2,1 07,9 26
App iatio n of fits: ropr pro Tra nsfe r to lega l res d re tain ed e ings erve an arn	-	-	8,1 91, 127	-	-	-	154 ,78 1,63 0	849 ,780	163 ,822 ,537	(16 7) 3,82 2,53	-
Divi den ds d istri bute d Acq uisi tion /(di sal) of sh spo own ares	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -
Oth ers	-	-	-	-	-	-	-	-	-	-	-
Bal 30 Sep ber 201 0 at tem anc e as	250 ,000 ,000	-	8,1 91, 127	-	-	-	287 ,419 ,883	-	295 ,61 1,01 0	2,1 07,9 26	547 ,718 ,936
Bal at 1 Ja 201 1 anc e as nua ry	250 ,000 ,000	-	8,1 91, 127	-	-	-	287 ,419 ,883	-	295 ,61 1,01 0	2,3 24, 988	547 ,935 ,998
Tot al c rehe nsiv e in e fo r th riod omp com e pe	-	-	-	-	-	-	-	-	-	114 1 ,77	114 1 ,77
App iatio n of fits: ropr pro nsfe Tra r to lega l res d re tain ed e ings erve an arn	-	-	116 ,249	-	-	-	2,2 08,7 39	-	2,3 24, 988	(2,3 ) 24, 988	-
Divi den ds d istri bute d Acq uisi tion /(di sal) of sh spo own ares	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	- -
Oth ers	-	-	-	-	-	-	-	-	-	-	-
Bal 30 Sep ber 201 1 at tem anc e as	250 ,000 ,000	-	8,3 07,3 76	-	-	-	289 ,628 ,622	-	297 ,935 ,998	114 ,77 1	548 ,050 ,769

The accompanying notes are an integral part of these financial statements

INDIVIDUAL CASH FLOW STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2011 AND 2010

(Amounts expressed in euro)

		30 September 2011	30 September 2010
OPERATING ACTIVITIES
Cash paid to trade creditors		209,760	267,369
Cash paid to employees		635,821	751,267
Cash flow generated by operations		(845,581)	(1,018,636)
Income taxes (paid)/received		(75,076)	808
Other cash receipts/(payments) relating to operating activities		(58,310)	(154,139)
Net cash flow from operating activities [1]		(828,815)	(1,173,583)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income		7,490,580	10,634,900
Dividends		-	2,871,845
Loans obtained		45,056,000	191,096,257
		52,546,580	204,603,002
Cash payments arising from:
Investments		-	159,500,000
Tangible assets		-	-
Loans granted		24,524,600	64,815,898
		24,524,600	224,315,898
Net cash flow from investment activities [2]		28,021,980	(19,712,896)
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained		86,466,000	28,036,407
		86,466,000	28,036,407
Cash Payments arising from:
Interest and similar costs		5,995,616	4,850,191
Loans obtained		106,450,000	-
		112,445,616	4,850,191
Net cash flow from financing activities [3]		(25,979,616)	23,186,216
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3]		1,213,549	2,299,737
Cash and cash equivalents at the beginning of the period		27,355	55,597
Cash and cash equivalents at the end of the period	7	1,240,904	2,355,334

The accompanying notes are an integral part of these financial statements

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED 30 SEPTEMBER 2011 AND 2010

(Amounts expressed in euro)

	3rd Quarter 2011 (Unaudited)	3rd Quarter 2010 (Unaudited)
OPERATING ACTIVITIES
Cash paid to trade creditors	30,690	50,599
Cash paid to employees	162,802	290,624
Cash flow generated by operations	(193,492)	(341,223)
Income taxes (paid)/received	(179,588)	(53,842)
Other cash receipts/(payments) relating to operating activities	28,759	(531,540)
Net cash flow from operating activities [1]	14,855	(818,921)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Interest and similar income Dividends	4,463,356 -	4,459,685 -
Loans granted	(45,056,000)	-
	(40,592,644)	4,459,685
Cash payments arising from: Investments	-	-
Tangible assets	-	-
Loans granted	(46,031,400)	(2,430,086)
	(46,031,400)	(2,430,086)
Net cash flow from investment activities [2]	5,438,756	6,889,771
FINANCING ACTIVITIES
Cash receipts arising from:
Loans obtained	35,717,000	(1,827,500)
	35,717,000	(1,827,500)
Cash Payments arising from:
Interest and similar costs	2,059,934	1,915,858
Loans obtained	38,850,000	-
	40,909,934	1,915,858
Net cash from financing activities [3]	(5,192,934)	(3,743,358)
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3]	260,677	2,327,492
Cash and cash equivalents at the beginning of the period	980,227	27,842
Cash and cash equivalents at the end of the period	1,240,904	2,355,334

The accompanying notes are part of these financial statements

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2011 AND 2010

(Translation of the individual financial statements originally issued in Portuguese)

(Amounts expressed in euro)

1. INTRODUCTION

Sonae Capital, SGPS, SA ("the Company" or "Sonae Capital") whose registered office is at Lugar do Espido, Via Norte, Apartado 3053, 4471‐907 Maia, Portugal, was set up on 14 December 2007 by public deed, following the demerger from Sonae, SGPS, SA of the whole of the shareholding in the company formerly named Sonae Capital, SGPS, SA, now named SC, SGPS, SA, in compliance with paragraph a) of article 118 of the Commercial Companies Code.

According to Decree‐Law 35/2005 of 17 February 2007, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.

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 followed in the preparation of annual financial statements for the year ended 31 December 2010.

4. INVESTMENTS

As at 30 September 2011 and 31 December 2010 Investments are detailed as follows:

	30 Septembe r 2011	31 December 2010
Inves tments in a ffilia ted and a s s ocia ted undertakings	542,138,253	542,138,253
Inves tments in othe r companies (Sonae RE ‐ 0.04%)	1,200	1,200
	542,139,453	542,139,453

4.1 Investments in affiliated and associated undertakings

As at 30 September 2011 and 31 December 2010, the detail of Investments in Affiliated and Associated Companies is as shown in the table below.

Investments carried at cost correspond to those in unlisted companies and for which a fair value cannot be reliably estimated.

			30 September 2011			31 December 2010
Company	% Held	Fair Value	Book Value	Fai r Value Reserve	% Held	Fair Value	Book Value	Fair Value Reserve
SC, SGPS, SA	100.00%	‐	382,638,253	‐	100.00%	‐	382,638,253	‐
Spred, SGPS SA	54.05%	‐	40,000,000	‐	54.05%	‐	40,000,000	‐
SC As se ts, SGPS, SA	76.64%	‐	82,000,000	‐	76.64%	‐	82,000,000	‐
Sonae Turi smo, SGPS SA	23.08%	‐	37,500,000	‐	23.08%	‐	37,500,000	‐
Total		‐	542,138,253	‐		‐	542,138,253	‐

5. OTHER NON CURRENT ASSETS

As at 30 September 2011 and 31 December 2010 Other Non Current Assets are detailed as follows:

	30 September 2011	31 Decembe r 2010
Loans granted to group compa nies:
SC, SGPS, SA	136,358,243	171,414,243
SC As sets, SGPS, SA	53,227,800	49,303,800
	189,586,043	220,718,043

These assets were not due or impaired as at 30 September 2011. The fair value of loans granted to Group companies is basically the same as their book value.

6. OTHER CURRENT ASSETS

As at 30 September 2011 and 31 December 2010 Other Current Assets can be detailed as follows:

	30 September 2011	31 December 2010
Group compa nies ‐ Short term loans:
SC, SGPS, SA	19,830,100	16,852,500
SC As se ts, SGPS, SA	7,623,000	‐
Suppliers	1,721	21,505
Income tax wi thheld	105,924	189,164
Other Debtors	8,583	3,877
Accrued income	3,464,151	3,022,754
De ferred cos ts	43,994	61,923
	31,077,474	20,151,723

7. CASH AND CASH EQUIVALENTS

As at 30 September 2011 and 31 December 2010 Cash and Cash Equivalents can be detailed as follows:

	30 Septembe r 2011	31 Decembe r 2010
Ca s h	1,004	1,004
Bank deposi ts	1,239,901	26,351
Ca s h and ca s h equivalents in the balance sheet	1,240,904	27,355
Bank ove rdra fts	‐	‐
Ca s h and ca s h equivalents in the ca s h flow s ta tement	1,240,904	27,355

8. SHARE CAPITAL

As at 30 September 2011 Share Capital consisted of 250,000,000 ordinary shares of 1 euro each.

9. OTHER RESERVES

As at 30 September 2011, and 31 December 2010 the caption Other Reserves can be detailed as follows:

	30 Septembe r 2011	31 December 2010
Free rese rves	156,990,370	154,781,631
Demerge r reserve	132,638,252	132,638,252
	289,628,622	287,419,883

The demerger reserve (Note 1), corresponds to the difference between the book value of the shareholding in SC, SGPS, SA (382,638,252 euro) which was spun off from Sonae, SGPS, SA to the Company, and the value of the share capital of the Company (250,000,000 euro). This reserve, which has a treatment similar to that of a Legal Reserve, according to Company Law, it cannot be distributed to shareholders, unless the company is liquidated, but can be used to make good prior year losses, once other reserves have been used fully, or for capital increases.

10. LOANS

As at 30 September 2011 and 31 December 2010 this caption included the following loans:

	30 September 2011	31 Decembe r 2010
Bank loans ‐ Comme rcial paper	78,850,000	42,250,000
Bank loans ‐ Term loa n	33,000,000	‐
Up‐front fees not yet cha rged to income s ta tement	(468,219)	(34,211)
Bank loans ‐ non current	111,381,781	42,215,789
Nominal value of bonds	40,000,000	30,000,000
Up‐front fees not yet cha rged to income s ta tement	(67,092)	(56,099)
Bond Loans	39,932,908	29,943,901
Non‐current loa ns	151,314,689	72,159,690
Bank loans ‐ Comme rcial paper	15,850,000	122,300,000
Bank loans ‐ Term loa n	2,000,000	‐
Current bank loans	17,850,000	122,300,000

Non Current Bank Loans

The caption Non Current Bank Loans relates to amounts issued detailed as follows:

• i) Commercial Paper Programme issued on 14 March 2008 with subscription guarantee and valid for a period of 5 years;
• ii) Commercial Paper Programme issued on 31 March 2011 with subscription guarantee and valid for a period of 5 years and 5 months;
• iii) Bank loan started on 2 June 2011 valid for six years and repayable in six annual instalments. This loan is guaranteed by a mortgage of investment properties;
• iv) Sonae Capital, SGPS 2007/2012 2nd Bond issue, amounting to 30,000,000 euro, repayable after 5 years, in one instalment, on 31 December 2012. This bond issue pays interest every six months;
• v) Sonae Capital, SGPS 2011/2016, amounting to 10,000,000 euro, repayable after 5 years, in one instalment, on 17 January 2016. Early repayment can occur under the terms of the Call / Put Option. This bond issue pays interest every six months.

The bank loans mentioned above bear interest at market rates, indexed to the Euribor of each issue period.

The average interest rate of these bond loans as at 30 September 2011 was 4.24%.

Current Bank Loans

The caption Current Bank Loans relates to amounts issued, detailed as follows:

• i) Commercial Paper Programme issued on 28 March 2008 without subscription guarantee, valid for a period of 10 years, which may be extended at the option of the Company;
• ii) Commercial Paper Programme issued on 1 June 2011 with subscription guarantee, valid for a period of 1 year, automatically renewable for equal periods to a maximum of five years, unless terminated by either party;
• iii) Programme issued on 30 December 2010 without subscription guarantee and valid for a period of 3 years.

The above loans are not guaranteed, and their fair value is considered to be close to their book value, in view of the fact that interest payable on them is at variable market rates.

There are no Derivatives.

11. OTHER CREDITORS

As at 30 September 2011 and 31 December 2010, these captions were made up as follows:

	30 Septembe r 2011	31 Decembe r 2010
Other credi tors
Group companies ‐ Short term loans:
Inpa rvi, SGPS, SA	975,000	697,000
Inte rlog, SGPS, SA	20,987,000	20,999,000
SC As sets, SGPS, SA	‐	100,000
SC Finance BV	292,000	300,000
Spred, SGPS, SA	22,305,200	17,597,200
Other credi tors	327	92
	44,559,527	39,693,292

Loans obtained from group companies bear interest at market rates and are repayable within one year.

12. OTHER CURRENT LIABILITIES

As at 30 September 2011 and 31 December 2010, these captions were made up as follows:

	30 September 2011	31 December 2010
Other current liabili ties
Taxes paya ble	28,576	130,981
Accrual s:
Sta ff cos ts	321,738	519,335
Interes t payable	1,891,485	246,980
Other accrual s	40,504	6,795
De fe rred income	6,664	6,358
	2,288,967	910,449

13. EXTERNAL SUPPLIES AND SERVICES

As at 30 September 2011 and 30 September 2010, External Supplies and Services can be detailed as follows:

	30 September 2011	30 September 2010
Opera tional rents	48,343	48,838
Ins ura nce cos ts	36,444	39,351
Travelling expenses	11,617	32,190
Services obtained	78,598	87,138
Other services	22,050	21,254
	197,052	228,771

14. STAFF COSTS

As at 30 September 2011 and 30 September 2010, Staff Costs are made up as follows:

	30 September 2011	30 September 2010
Gove rning bodies' remunera tions	549,570	762,154
Sta ff's remune ra tions	78,730	‐
Social securi ty contributions	50,523	55,036
Other s ta ff cos ts	20,045	18,100
	698,868	835,290

15. NET FINANCIAL EXPENSES AND INVESTMENT INCOME

As at 30 September 2011 and 30 September 2010, Net Financial Expenses and Investment Income can be detailed as follows:

	30 Septembe r 2011	30 September 2010
Interes t payable and similar expenses
Interes t a ri si ng from:
Bank loans	(3,988,352)	(2,780,953)
Bonds	(869,245)	(594,212)
Othe r	(507,081)	(1,754,462)
Other fina ncial expenses	(1,830,440)	(1,494,695)
	(7,195,119)	(6,624,322)
Interes t receiva ble and similar income
Interes t income	7,931,976	6,803,664
	7,931,976	6,803,664
Net financial expenses	736,857	179,342
Inves tment income	‐	2,871,845

As at 30 September 2010, Investment Income of 2,871,845 euro relates to dividends paid by an associated company.

16. TAXATION

As at 30 September 2011 and 30 September 2010, Taxation is made up as follows:

	30 September 2011	30 September 2010
	Total	Total
Current tax	(8,793)	(6,224)
De ferred tax	(38,454)	251,769
	(47,247)	245,545

17. EARNINGS PER SHARE

Earnings per share for the three months periods ended 30 September 2011 and 2010 were calculated taking into consideration the following amounts:

	30 Septembe r 2011	30 Septembe r 2010
Net profit
Net profi t taken into conside ra tion to calcula te basic
ea rnings per s ha re (Net profi t for the pe riod )	114,771	2,107,926
Effect of dilutive potential s ha res	‐	‐
Net profi t taken into conside ra tion to calcula te
diluted ea rnings per s ha re	114,771	2,107,926
Number of shares
Weighted ave rage number of s ha res used to calcula te
basic ea rnings per s ha re	250,000,000	250,000,000
Weighted ave rage number of s ha res used to calcula te
diluted ea rnings per s ha re	250,000,000	250,000,000
Earnings per share (basic and diluted)	0.000459	0.008432

18. APPROVAL OF THE FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Board of Directors and authorized for issue on 23 November 2011.

19. INFORMATION REQUIRED BY LAW

Art 5 nr 4 of Decree‐Law nr 495/88 of 30 December changed by art 1 of Decree‐Law nr 318/94 of 24 December

In the period ended 30 September 2011 shareholders' loan contracts were entered into with the following companies:

• SC, SGPS, SA
• SC Assets, SGPS, SA

In the period ended 30 September 2011 no short‐term loan contracts were entered.

Loa ns and Short te rm loans granted

Compa nies	Closing Bala nce
SC, SGPS, SA	156,188,343
SC As se ts, SGPS, SA	60,850,800
	217,039,143

As at 30 September 2011 amounts owed to affiliated companies can be summarized as follows:

Short term loans obtained

Compa nies	Closing Bala nce
Inpa rvi, SGPS, SA	975,000
Interlog, SGPS, SA	20,987,000
SC Fina nce BV	292,000
Spred, SGPS, SA	22,305,200
	44,559,200