Annual Report • Apr 30, 2021
Annual Report
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02|03
MESSAGE FROM THE CEO MANAGEMENT TEAM APPENDIX
| 1. Consolidated fi nancial statements | 74 |
|---|---|
| 2. Separated fi nancial statements | 76 |
| 3. Statutory Audit report | 78 |
| 4. Report and opinion of the Statutory Audit Board | 86 |


| 1. Our stakeholders | 30 |
|---|---|
| 2. Our compromise with sustainability | 32 |
| 3. Our progresses | 34 |
| 4. Key pillars of activity | 36 |
| 5. GRI reporting standards | 62 |

In this Integrated Annual Report, Sonae MC sought to bring together fi nancial and non-fi nancial disclosures, with respect to the development of its business activities throughout 2020. The present document is organized in four main sections.
04 06 104
The fi rst section, contextualizes the year's most notable events. It starts by presenting a brief outlook over Sonae MC today's Businesses, followed by the details on the Company's response to the COVID-19 pandemic, as well as other aspects related to market evolution and consumption trends. At last, it summarizes the medium and long term strategic guidelines, the value creation model and the performance achieved throughout the exercise.
| 1. Sonae MC at a glance 1. Sonae MC at a glance |
10 |
|---|---|
| 2. Our response to COVID-19 2. Our response to COVID-19 |
12 |
| 3. Our market 3. Our market |
16 |
| 4. Our strategic pillars 4. Our strategic pillars |
18 |
| 5. Our model of value creation 5. Our model of value creation |
20 |
| 6. 2020 performance 6. 2020 performance |
22 |
The second section presents the initiatives developed and the progresses made in the sustainability area, within the activity pillars of Environment, Community and People. It ends with the GRI reporting standards.
The third and fourth sections publish, respectively, the year's consolidated and separated fi nancial statements and the Corporate Governance's essential principles and practices.
This Report refers to activities carried out during the 2020 fi nancial year (1st January to 31st December).

The year 2020 will go down in history on account of one of the biggest challenges modern societies have ever had to face. In a sudden and unexpected way, the COVID-19 virus spread across the globe, shattering beliefs, and profoundly affecting people, companies, and nations. The momentous public health crisis which ensued brought unimaginable hardships, requiring phenomenal resilience from all.
In light of such an emergency, the food retail sector led the way in responding to the health and economic crisis. Sonae MC rose to the challenge and took charge of its responsibilities with earnestness and determination by implementing substantial changes to its operating model to guarantee the safety of its Employees and Customers, safeguard the supply chain, and secure continuity of its Businesses in addition to supporting its partners and local Communities.
Under extremely strenuous conditions, our teams were relentless in their commitment to providing excellent service and ensuring access to food and essential items in a safe environment. The vital role we took on in supporting Portuguese families was commended and rewarded through unfaltering confi dence and reinforced Customer recognition.
In 2020, Sonae MC managed to maintain the positive momentum of recent years and achieved the highest growth fi gures of the past years. The company also gained market share and cemented its unequivocal leadership status. The performance during the period secured a turnover which for the fi rst time exceeded the 5 billion Euro mark, supported by excellent like-for-like sales, namely in the food retail formats, fulfi lment of our expansion plans, and unparalleled growth in our online channel.
With regards to operating profi t, the Company maintained international benchmark levels, preserving a stable and resilient margin. Against an adverse backdrop, we also remained on track with strengthening our capital structure, which remained solid. We ensured a signifi cant liquidity cushion which guarantees enhanced fl exibility in managing and developing our Businesses in the future.
Throughout 2020, we sought to fi nd a balance between a tactical response to sudden changes in the environment in which we operate and fulfi lling our strategic priorities guided by a medium to long-term transformation which is expected to occur in this industry. In this sense, we remained focused on developing an increasingly distinctive value proposition, seizing new profi table growth opportunities, expanding the Business portfolio with formats complementary to each other, digital transformation, and the consolidation of our omnichannel presence in addition to optimising our operating model with a view to maintaining best-in-class effi ciency levels.
On another note, the pandemic became a defi ning moment and magnifi ed the importance of values and purpose in organisations. Of even greater signifi cance, our priorities within the scope of sustainable development were top of our agenda and at the centre of our decisionmaking processes, evidenced in various initiatives spanning our three priority areas of intervention: Environment, Community, and People. We believe this is the only way in which we can create a common alignment amongst our stakeholders, sharing economic, social, and natural value while contributing to ever-lasting results.
In 2020, we remained on course with our initiatives centred on the decarbonization of the energy matrix in reducing the environmental impacts of our business activities and transitioning to a circular economy.
Our People remained at the forefront of our concerns, and 2020 was punctuated by several initiatives to protect and offer direct aid to our workforce, namely teams who worked on the front lines. We sustained the momentum of developing initiatives to stimulate an increasingly more inclusive and diverse work environment and culture in line with our Employees' values and expectations and enhance individual capabilities to promote the common good.
We also maintained an active role in supporting national production, promoting a more transparent and sustainable supply chain, and raising awareness regarding conscientious choices. Furthermore, the support we provided to local Communities was one of the cornerstones of our crisis response. It was led by Missão Continente (Continente Mission) and complemented by other unprecedented large-scale campaigns.
In closing, at the beginning of 2021, Portugal began a new total lockdown, and the coming months will continue to be challenging. We remain optimistic and circumspect, mindful of the fact that uncertainty continues to loom on the horizon and that the pandemic has not yet reached its turning point. For now, we will continue to prioritise the safety of our Employees and Customers, notwithstanding keeping a watchful eye on the direction in which our industry is heading.
We look ahead at 2021 with a feeling of motivation and confi dence. The Company is committed to remaining at the forefront of innovation, revolutionising the food retail sector in Portugal, and making a difference in Portuguese families' lives.
Together, we Stand in Resilience. Leading the way towards a better future.
06|07








Sonae MC leadership team is responsible for the current management of the Businesses.

We strive to be at the innovation forefront, predicting tendencies and leading the way in the retail industry's revolution. This modus operandi enables us to continuously adapt our value proposition to our Customers' expectations and preferences, evolving recurrently. We affi rm our leadership status via our banners and reference brands which are appreciated and loved by Portuguese families.
I. SONAE MC
AT A GLANCE

STORES +1.300

Sonae MC opened its fi rst hypermarket in 1985, thus setting the stage to become the leader in Portugal's food retail sector. The Company has capitalized on a 35-year track record of sound and sustained growth.
Today, Sonae MC operates across several Business segments that complement each other through a multiformat and omnichannel portfolio of reference formats.
The Company's value proposition centres on food retail solutions. It is complemented by an array of other development avenues such as health, well-being, and beauty, to name a few, thus offering Customers an allencompassing offering.
Sonae MC operates more than 1,300 stores throughout Portugal and northern Spain. Its mission is to serve families daily by providing a responsible and comprehensive product offerings and quality services at competitive prices in proximity and convenient formats, built on excellent service and performance.
E-COMMERCE PLATFORM 157 CLICK&GO COLLECTION POINTS
ORGANIC SUPERMARKETS AND RESTAURANTS 12 STORES 37 RESTAURANTS
DENTAL AND AESTHETIC MEDICINE 22 CLINICS
PARA-PHARMACY AND PERFUMERY 54 STORES



URBAN HYPERMARKETS 41 STORES
PROXIMITY SUPERMARKETS 131 STORES

PETCARE AND VETERINARY SERVICES 28 STORES

HEALTH, WELLBEING, BEAUTY AND OPTIC 281 STORES
HOME FURNISHINGS AND ACCESSORIES 1 STORE
STATIONARY, BOOKS AND GIFTS 80 STORES
FRANCHISED PROXIMITY STORES 289 STORES

SELF-SERVICE LAUNDRIES 20 STORES


DIY RETAIL 30 STORES 30
+35 YEARS EXPERIENCE IN RETAIL SECTOR
COFFEE SHOPS 144 STORES 144
EMPLOYEES +35.000

In a year punctuated by the health and economic crisis resulting from the COVID-19 pandemic, Sonae MC sought to act in an assertive and timely manner, striving to safeguard the health and safety of its Employees and Customers, whilst securing the necessary service levels across its operations and entire supply chain, all the while supporting its stakeholders and local Communities.
Developed management supporting tools such as Trace COVID, a predictability analytics model of COVID-19 disease incidence in Portugal and Sonae MC.
Developed measures to increase Continente Online service capacity, such as increasing order preparation areas and establishing partnerships to secure speedy delivery.


STABILISING REPLENISHMENT

Adjustments to operations and the supply chain, plus increases in stocks and product ranges (namely for essential items), in tandem with Suppliers.


Developed channels dedicated to communicating recurrent themes within the scope of the pandemic and set up an internal helpline for all Employees.
Implemented safety measures to protect our Employees by providing them with Personal Protective Equipment (PPE) and disinfectant solutions and temperature control procedures, to name a few.
Additional cash bonuses were awarded to store and warehouse Employees in recognition of their efforts on the front line, among other recognition measures.



ON PREVENTATIVE MEASURES

TO SUPPORT COVID-19 CRISIS MANAGEMENT TOOLS + 5
VOLUNTEER EMPLOYEES > 290

HANDBOOKS
+ 14





A Committee was constituted to focus on COVID-19 risk management and defi ne contingency and mitigation plans to respond to the various scenarios.
We set-up a centralised volunteer talent pool to provide assistance to the immediate requirements in the fi eld (e.g. stores, warehouses), during the peak of demand increase in the beginning of the pandemic crisis.

ALIMENTOS PARA QUEM PRECISA CONCERTOS PARA QUEM COMPRA SAIBA COMO EM TODOSPORTODOS.CONTINENTE.PT Organisation of the largest collection of food items to support families struggling fi nancially owed to the pandemic, in collaboration with the Portuguese Red Cross (CVP), the Food Emergency Network And the União Audiovisual (Audiovisual Union).
Donated cooked meals and essential items such as food, hygiene and cleaning products and individual protection equipment to hospitals, regional authorities and social solidarity.
Launched one of the largest nationwide donation campaigns in Portugal to provide food aid to families in need.
By increasing purchases made to the Clube de Produtores Continente (Continente Producers Club - CPC), we helped local producers sell their home-grown products. Also, 40 new members were added to the Club, and fi nancial support was given to small producers.

Implemented several safety and security measures in stores: we limited the number of customers at any one time, rolled out in-store signage to ensure social distancing, installed plexiglass barriers and hand sanitiser was made available.
Awarded the COVID SAFE certifi cate by APCER (Portuguese Association of Certifi cation). Continente was the fi rst food retail brand in Portugal to be awarded this seal of approval.
Launched the "Continente Protect" range focused on personal hygiene and household cleaning products with antibacterial properties and affordable prices.
Launched a range of items called "Essential Continente Online" and pre-defi ned food hampers guaranteed to be delivered within 48 hours.








COLLECTED
K €

2.8

2.5 %
1.0 %
Available income (annual variation)
2018 2019 2020
4.3
% 4.1 %
In March 2020, the fi rst wave of the COVID-19 pandemic severely impacted the global economy.
In Portugal, the government's public health crisis containment measures imposed severe social restrictions and limitations on economic activities resulting in a 5.0% contraction in private consumption and an unprecedented 5.3% decline in nominal GDP year-on-year.
Under these circumstances, the unemployment rate reversed the trend of previous years and increased to 6.8%. Notwithstanding, it was offset by company support measures such as the simplifi ed layoff scheme and an increase in the inactive population. As a result, in 2020, the economic expansion and disposable family income recorded in the past years decelerated considerably, benefi tting however from fi nancial aid programmes introduced by the government.
By and large, the Portuguese economy inverted the growth trend registered in the pre-pandemic years, strongly penalised by the negative performance of industries such as Tourism and Food and Beverage, which were the most affected.
The food retail sector is characterized by a high degree of competitiveness and by a large number of (national and international) retail players. In Portugal, these players operate different store formats: hypermarkets, supermarkets, proximity and convenience stores, discounter and online.
In 2020, despite the pandemic, and a challenging operating environment, the retail sector in Portugal recorded notable sales momentum, benefi tting from its fundamental role of supporting families and their basic needs, and shifting from out-of-home consumption to retail stores. Additionally, it was a year in which online sales increased considerably. Indeed, this was one of the main impacts COVID-19 pandemic had on transforming the sector.
In terms of the offering, Portugal's food retail sector became more competitive. Different players opened new stores, namely proximity and convenience formats, yet again.

CONSUMER BEHAVIOUR UNDER TRANSFORMATION
The health and economic crisis caused by COVID-19 introduced shifts in consumer behaviour, giving rise to the emergence of new trends and accelerating others already identifi ed:
| TRENDS | HOW WE ARE ADDRESSING THEM | ||
|---|---|---|---|
| CHANGES IN CONSUMER BEHAVIOUR |
Increased demand for online and digital payment. In the offl ine channel, Customers value proximity, convenience and shopping experience thus demanding greater digitalisation (contactless), quick service, easy access, and fully prepared solutions. Preference for local Businesses and low prices. |
› Accelerating expansion in the proximity and convenience store segment › Leveraging digital and e-commerce opportunities › Improving Customer value perception |
|
| INCREASED CONCERN REGARDING HEALTH AND WELL-BEING |
Awareness regarding physical and mental health, intensifi ed by the pandemic, resulted in customers seeking to pursue healthy eating habits, exercise more, and carry out regular check-ups and preventative care, alongside a more balanced lifestyle. |
› Expanding the healthy nutrition range › Developing our Health, Wellness & Beauty Business |
|
| THE ONSET OF THE HOMEFICATION CONCEPT |
The pandemic forced consumers to make their homes the centre of their world and the place to work/study from, do exercise, eat, and be entertained, resulting in a surge in the use of apps for different requirements. |
› Leveraging digital and e-commerce opportunities |
|
| SHIFTS IN SUPPLY | Widening and heightened fragmentation in the Supplier base, with disintermediation affecting retailers and direct consumer interaction. |
› Increasing the agility and effi ciency of our operating model › Optimising our store network, focusing on sales productivity |
|
| RAMP-UP DIGITAL AND ARTIFICIAL INTELLIGENCE |
New technologies enable us to improve management and stock forecasting. The rise of artifi cial intelligence and robotics leads to increased automation. The supply chains become more fl exible by way of data analytics, and the shopping experience is increasingly customised. |
› Leveraging digital and e-commerce opportunities › Increasing the agility and effi ciency of our operating model |
|
| HEIGHTENED COMPETITION |
Within the context of the pandemic, the growth in sales area remained buoyant, with Business models built on easy and convenient shopping gaining ground. The discounter format grew the most; we witnessed a ramp-up in e-commerce and greater offering in terms of service and meals. |
› Leveraging digital and e-commerce opportunities |

We have a clear vision of the strategic pillars that will sustain our pathways to growth and leadership in the markets we operate to create sustainable value for all our stakeholders.
We remain focused on being a fi rst-rate food retail operator, with a competitive and distinctive value proposition, driven by our competitive price positioning, by the transformation in our fresh food product offering, private-label goods, and healthy nutrition, rooted in an operation that is increasingly more effi cient, agile, and digital.
We want to be ever closer to Portuguese consumers, growing our business by expanding our proximity stores and enhancing our omnichannel presence. We remain committed to ensuring growth by developing digital opportunities and leveraging our Health, Wellness & Beauty Business.
Our goals are achievable thanks to our excellent team and our permanent commitment to active talent management and continuous leadership development.
› Promote conscientious choices and a close relationship with the Communities

› Contribute to reducing our ecological footprint to benefi t the Environment
productivity


LOGISTICS AND TRANSPORT
SOURCING, PROCUREMENT AND STORAGE
IN-STORE AND ONLINE OPERATIONS
› Total net debt / underlying EBITDA ratio of 3.0x
› 2% reduction in electricity consumption per sqm of sales area
MARKETING, SALES AND CUSTOMER LOYALTY DIGITAL DIGITAL
› ˜760 Employees allocated to R&D projects
› More than 800 new own brand food and 5,500 new own brand non-food SKUs
› Registered 11 patent requests
› 206,000 tons of purchased goods to national producers
› Received more than 150 awards
› Circa 80%1 of purchases made in 2020 were sourced from Suppliers with whom we have a relationship of 5 years or more 80%
CUSTOMER SERVICE AND AFTER-SALES


In an unprecedented year, and considering particularly demanding operating conditions, in 2020, Sonae MC sustained its strong momentum, delivering a sound sales performance and strengthening its leadership position within the sector. These results refl ect the embodiment of strong Customer acknowledgment for Sonae MC's efforts in responding to the crisis.
During the period, the Company turnover grew 9.6% to 5,153 million Euro and 6.6% like-for-like, benefi tting from the stockpiling effect at the beginning of the COVID-19 outbreak, coupled with a reduction in out-of-home consumption which lasted throughout the period.
All of Sonae MC's food retail formats attained exceptional performance levels. Of highlight was the ramp-up in online demand and the resulting exponential growth of the e-commerce business. The New Growth Businesses, had mixed
performances, resulting from the negative impact of Government measures. Nevertheless, the Health & Wellness formats presented a positive sales development, especially on the second half of the year (refl ecting the growing importance of this segment within the context of the crisis). On the other hand, the food and beverage formats were negatively impacted as they were forced to close during the state of emergency and because of more wary consumption patterns which followed.
The company's operating profi t remained at benchmark levels. Underlying EBITDA increased 47 million Euro to 526 million Euro, corresponding to a stable margin of 10.2% because the direct and indirect incremental expenses related to COVID-19 were offset by higher sales volumes and operational improvements implemented during the period.
In summary, continuing operations net income totalled 139 million Euro during the fi nancial year, representing a positive annual variation of 8 million Euro.

24|25
Given the adverse environment and considering its historical benchmarks, Sonae MC adopted a more prudent stance regarding its investment decisions. Notwithstanding, the Company fulfi lled its investment plans in line with its medium and long-term priorities, which surpassed 206 million Euro as detailed below:


As at 31 December 2020, Sonae MC's net fi nancial debt amounted to 464 million Euro, 127 million Euro less than that posted at the end of the previous year, refl ecting the company's strong capacity for cash fl ow generation.
During the period, the Company boosted its capital structure, which remained balanced and adequately robust, improving its leverage ratios and fi nancial autonomy.
Furthermore, throughout these twelve months, Sonae MC strengthened its liquidity, increasing available credit lines under very favourable conditions and signifi cantly reducing its future funding needs. It is also worth highlighting the fact that part of these fi nancing operations are concomitant to sustainability objectives.
In a particularly demanding year marked by an unexpected event that completely transformed the consumption arena, we reinforced the Customers trust and preference for our products and services.




CONSUMER CHOICE AWARD

FIVE STAR PRODUCT

Our products and services at the heart of the Customers
the year in review
26|27
Sonae MC continued to play a vital role in developing its three sustainable development pillars of activity: Environment, Community, and People - seeking to impact all stakeholders positively.
With regards to the Environment, in 2020, Sonae MC remained on course with the initiatives to increase energy effi ciency and the decarbonization of its energy matrix by increasingly promoting the use of renewable energy sources.
The Company also pursued efforts to reduce its Greenhouse Gas emissions, which is an extraordinary feat, particularly during a year with signifi cant increases in business activity and greater levels of complexity added to operations.
Moreover, Sonae MC remained committed to promoting a circular economy, seeking to reduce waste and diminish shrinkage, and encourage reusing materials while raising awareness among different agents.
Regarding the Community, the Company continued the nutritional reformulation of own brand products and the certifi cation of the rawmaterials used on its production.
In what concerns the promotion of a sustainable supply chain, Continente became the fi rst retailer in Portugal to be awarded international certifi cates from the Aquaculture Stewardship Council (ASC) and Marine Stewardship Council (MSC). The seafood sold at its fi sh counters is sustainably sourced. Additionally, amidst the ongoing public health crisis, Sonae MC enhanced its support to local producers regarding the sale of their goods, via the Clube de Produtores Continente (Continente Producers Club).



It is worth highlighting that the initiatives to provide support to local communities were maintained throughout the year, namely via Missão Continente. These were complemented by new initiatives within the scope of the public health crisis to support different charities and organisations.
Under the title People, because of the pandemic, many initiatives geared towards our Employees were devised, namely: (i) signifi cant steps were taken to protect the workforce, (ii) additional monetary compensation was given to Employees working on the front lines (iii) we implemented a successful "work from home" model, iv) we widened the attribution of a smartphone with a company mobile plan to all permanent Employees and v) we have developed a new leadership model.
The efforts made regarding Diversity and Inclusion allowed the Company to reinforce the number of women in senior management roles and develop an integrated approach to the domestic violence matter.
We keep fostering a fi rm commitment with sustainability, introducing deep transformations in our Businesses such as the responsible use of resources and the promotion of a more equal society.
Our Human Resources Policy promotes our Employees professional and personal development, their continuous valuation, talent retention and the search for equal opportunities inside the organisation.
PORTUGAL AWARD

Although the COVID-19 health crisis generated massive disruption in 2020, food retail consumption remained relatively resilient. Notwithstanding, this may not be true for 2021. With the new year still fraught with uncertainty, and in light of the worsening of the health crisis, factors such as speed and the success of post-pandemic normalisation, as well as the effi ciency of the economic crisis response measures, will dictate the outlook for the new fi nancial year.
Sonae MC will maintain a cautious stance and its priorities in responding to the pandemic. Additionally, the Company will likely accelerate ongoing planned strategic developments, seeking to capitalise on new business opportunities and profi table growth, and remain active in promoting sustainable development, in line with its long-term objectives and goals.
sonae mc 2020

We make a point of working closely with all the agents with whom we interact to enhance value creation throughout the entire supply chain and ensure its equitable distribution, reconciling short-term and longterm demands.
Sustainability and the future of our planet are our number one priority. We endeavour to minimise our impact on the environment and promote a circular economy. We champion responsible and conscientious choices, aware of the positive effect we have on the Communities around us. We defend a sense of equilibrium and justice within Sonae MC and advocate responsible management based on solid leadership principles.



| Quality and safety of products and services Competitive prices Shopping experience Transparent and authentic communication Product sustainability, origin, and traceability Environmental and nutritional information on products |
|---|
| and certifi cations Observance and compliance with the law regarding privacy and customer data protection laws Employee working environments and conditions Product and service innovation Customer relationship management |
| Anti-corruption or bribery Diversity and inclusion Transparent and authentic communication Talent attraction and retention Employee working environments and conditions Remuneration and career progression criteria Respect for Human Rights Human Capital Development Improve Employees' experience |
| Anti-corruption or bribery Quality control Fair prices Transparent and authentic communication Product sustainability, origin, and traceability Supplier relationship management |
| Profi tability and Businesses scale Responsible investment Crisis and risk management Brand management and reputation Transparent and authentic communication Businesses sustainability Corporate Responsibility |
| Transparent and authentic communication Product sustainability, origin, and traceability Diversity and inclusion Community engagement Employee working environments and conditions Impact of using plastic on the planet Protecting biodiversity Energy consumption, use of energy of renewable sources, and energy effi ciency. |
We believe stakeholder interaction is essential to incorporate their expectations and concerns into our way of doing business.
We listen to our customers to understand their needs to better defi ne and adjust our value proposition.
We support every one of our Employees' career progression through talent management and advocating trust and mutual respect.
We are competitive because we establish long-lasting relationships with our Suppliers. Our foundations are based on honesty and reciprocity.
We deliver value to our Shareholders, working diligently and in a transparent and sustainable way.
We aim to go above and beyond our core focus to contribute to the quality of life within the Communities around us.
We contribute to a sustainable global footprint by following practices that enable us to accelerate the decarbonisation of our business, protect nature and biodiversity and promote the use of circular materials throughout the entire value chain.

We foster strong relationships with the Community, aware of how important it is to sustainable development. We are committed to contributing to the generation of positive change, encouraging better choices.
We value human capital as the basis of our continued success. We promote an inclusive culture and one of continuous development for our workforce and a personal and professional sense of accomplishment with our People.
Sustainable development is in our DNA. That is why Sonae MC strives to create and share economic and social value via its activities in the various business areas in which it operates.
The ambition that drives us, and ensures we continue to push forward, stimulates the continuous creation of value through mindful management that seeks a balance between fi nancial, human and intellectual, natural, real estate, digital, social, and relational capital. We know that this can only be attained through interactive dialogue with our stakeholders to identify topics that are genuinely relevant to the various interest groups.
By comparing these topics with their importance to our Businesses, we identifi ed areas of interest to Sonae MC, capable of affecting value creation for the Company and society as a whole in the short, medium, and long-term,
enabling us to attach social impact to solid economic performance. This analysis helps guide our process of strategic refl ection, namely regarding sustainability, and sustains clear lines of action to address topics of interest.
Furthermore, it also helped us select the GRI sustainability reporting standards disclosed in this report.
To guide and focus our operations, we grouped topics of interest into three key pillars with underlying value creation capabilities in the present, with a view to a better and sustainable future. Environment, Community, and People.

ALIGNED WITH THE SUSTAINABLE


COMMUNITY


CARBON EMISSIONS ENERGY
EFFICIENCY
USAGE AND MATERIALS MANAGEMENT
FOOD WASTE
SUSTAINABLE AND LOCAL SUPPLY CHAIN




HUMAN CAPITAL DEVELOPMENT

HEALTH, SAFETY AND WELL-BEING
Workplace accident frequency rate
8,4¹
-14,4%

1 Data does not include Arenal and Go Natural restaurants
| PILLARS OF ACTION | COMMITMENTS | METRICS | RESULTS 2020 | CHANGE COMPARED TO 2019 |
|---|---|---|---|---|
| ENVIRONMENT | ||||
| Reduce energy consumption by continuously improving asset effi ciency | Electricity consumption per sqm of sales area | 486,9 kWh/m2 | -2,1% | |
| Reduce carbon footprint in the context of the energy transition to a carbon neutral economy |
GHG emissions (scope 1 and 2) per sqm of sales area | 156,3 kg CO2 e/m2 | -22,6% | |
| Stimulate a circular economy for plastics avoiding its conversion into waste | Recycled plastic in private label goods packaging | 74,2% | 1,1pp | |
| COMMUNITY | Support local Suppliers seeking to strengthen ties between production and large distribution |
Number of national producers members of Clube Produtores Continente |
256 | 28% |
| Foster sustainability throughout the supply chain contributing to the preservation of biodiversity |
Percentage of fi sh sourced from sustainable methods or aquaculture | 65,4% | 3,2pp | |
| Support local communities promoting solidary citizenship and social inclusion | Direct Community support | 11,6 M€ | 25,3% | |
| PEOPLE | ||||
| Incentivise a gender balance strengthening representativeness of women in leadership positions |
Percentage of woman in leadership positions | 37,0%¹ | 1,6pp | |
| Contribute to job creation in the country | Number of direct jobs | 35.900 | 2,9% | |
Promote Employee protection contributing towards their health and safety at the workplace



We are committed to growing our Businesses whilst not overlooking the future of the Planet. Environmental protection is a priority and positions us on the front line of fi ghting climate change. With this mission on our agenda, we seek to accelerate our energy matrix's decarbonisation and promote an ever-increasing circular economy.



To tackle climate change and reduce Greenhouse Gas (GHG) emissions, we must map out and understand the environmental impact of products and services resulting from the Company's activities.
In 2020, we ramped up our decarbonisation initiatives as part of the Sonae Group commitment to the Paris Pledge for Action, limiting global temperature rise to 1.5ºC. Thus, we plan to mitigate the risks associated with climate change and seize opportunities connected to integrating this agenda into our Businesses.

The Sonae Group was awarded an "A" score for its Carbon Disclosure Project (CDP), underscoring our commitment, performance, and environmental reporting.
This score positions Sonae in the "Leadership" category. It is a select group consisting of only 3% of the more than 9 thousand companies that were assessed and awarded high scores regarding corporate environmental sustainability.
Portugal's forests are highly exposed to climate risks and structural challenges; hence reforesting land burnt by forest fi res is a serious issue for us in terms of restoring critical ecosystems and preventing the conversion of new ecosystems.
For this reason, we have taken on an active role in reforesting Portugal, namely via the Sonae Forest initiative. Alongside other Sonae Group companies, in 2020, we offset the emissions generated from the Employees' vehicle fl eet and service vehicles in 2019 by planting trees in burnt and uncultivated areas. We offset emissions by planting circa 93 thousand trees across 75 hectares. Sonae Group companies fi nanced this investment.

We highlight that we continued to invest in our energy matrix's decarbonisation by generating electricity from renewable sources. This can be translated as the equivalent of 137 autonomous power plants, corresponding to an installed capacity of around 21.5 MWp and 18,874 MWh of energy produced in the whole year. Although it still represents a small portion of the energy consumed, we recorded a production increase of about 33% compared to 2019.
We highlight the investments made in 2020 in the new warehouse at our Azambuja logistic hub, where we installed the largest photovoltaic plant for self-consumption in the country, comprised of more than 6,900 photovoltaic modules. This plant corresponds to an installed capacity of circa 3 MWp and an annual production of about 4GWh.

The plant's production meets approximately 30% of the consumption needs of the Azambuja warehouse and generates circa 15% of surplus electricity which is injected into the national grid. For 2021 we forecast that the selfconsumption power generation at the hub will be about 3,500 MWh.




In 2020, we posted total GHG emissions of 142,683 t CO2 e. This represents a 20% reduction compared to 2019 (177,496 t CO2 e), despite our organic growth. Fluorinated gases usage
In 2020, we remained on track with our efforts developed over the past 5 years to implement alternative solutions to those commonly used regarding the use of refrigerant gases.
The emissions under scope 1, associated with the use of fossil fuels (CO2 , CH4 , and N2 O) and the emissions resulting from fugitive emissions of refrigerant gases, represent 37% of our total carbon footprint. Under scope 2 (marketbased), emissions mostly related to electricity consumption represent 57% of our carbon footprint. In 2020 we recorded a 20% reduction in emissions under scope 1 and 2 year-on-year. This is an incredibly positive outcome given the unprecedented year we faced and bodes well for our commitment to reduce emissions by 55% under scope 1 and 2 compared to 2018 fi gures. This signifi cant reduction is mainly associated with the set of energy effi ciency adopted measures, together with increased electricity consumption from our photovoltaic power plants and reduced emissions associated with the electricity acquired. Based on sales area, an analysis of scope 1 and 2 emissions indicates that these emissions amounted to 156 kg CO2 e/sqm, corresponding to a 23% decrease year-on-year. 4
We reduced R404 and R427 gases by 40% and increased R290, R744, and R717 natural gases by 17% compared to 2019 fi gures, despite the increase in our store network during the period. This is owed to the 2016 programme to replace fl uorinated gases with high GWP (Global Warming Potential) for 100% natural refrigerant gases in cold service systems reaching the end of their lifespan. Or, when applicable, replace high GWP gases with lower GWP gases. Most of the cold production systems in our new stores run on gases with a GWP of 5 or less and are complemented by other less aggressive refrigerant gases.
In retail, we have an array of opportunities to increase energy effi ciency due to the variety of natural and energy resources involved. This means we can reduce fossil fuel consumption and impact climate change while simultaneously developing a sound and competitive operating model.
The Trevo (Clover) project was designed to put our energy policy into practice, promoting effi ciency and the use of renewable energy sources by implementing measures to rationalise energy consumption and increase electrifi cation levels to help improve energy effi ciency, and install photovoltaic power plants for self-consumption.

In 2020, we launched a new service: charging stations for electric cars, that enables our Customers go to and from our stores in electric vehicles, but also the electrifi cation of Employees and last mile fl eet consumption. This initiative promotes the decarbonized mobility through a simple and digital experience.
After the setup of the fi rst "Continente Plug&Charge" hub in Matosinhos and Amadora Continente stores, we installed more than 60 points in the whole country and more than 220,000 Km were charged.
This initiative aims to attain a nationwide coverage guaranteeing a maximum distance between hubs of approximately 100 km, until 2021 year end. The installation of charging stations for electric cars is one of the investments covered by funding from the European Investment Bank (EIB) and the European Fund for Strategic Investments.
In 2020, we remained on-track with our efforts to improve consumption effi ciency, investing more than 8 million Euro. Besides installing photovoltaic power plants for self-consumption, we also installed more effi cient equipment for cold output, lighting, and air conditioning.
To ensure a successful strategy, we must monitor and manage consumption, leveraging our investments via audits carried out across our facilities and our Environmental Information System (EIS). This tool reduces our legal risk and allows for the continuous improvement of environmental performance across our units. Using a telemetry device, the "Checkwatts" platform enables us to monitor in-store consumption at 15 min intervals.

The continuous improvement of the environmental management system is guaranteed through the Environmental Certifi cation Programme, according to the international standard NP EN ISO 14001:2015, which helps us identify and manage the environmental impact of our Businesses. In 2020, Sonae MC had 64 certifi ed units (58 stores, 5 warehouses, and 1 manufacturing centre). With this, the Sonae Group renewed its Environmental Management System Certifi cation for retail.

Owed to the initiatives developed to improve our buildings, the Sonae Tech Hub was awarded a "Platinum" certifi cation for Leadership in Energy and Environmental Design (LEED) granted by the U.S. Green Building Council. The new Sonae Campus building was awarded the highest score ever achieved in Portugal, positioning it as one of the top 100 buildings worldwide. With a gross area of over 6,900 sqm, benefi tting from 570 sqm of solar panels, enabling a 40% reduction in electricity consumption, this innovative space also features 100% low consumption LED lighting, automatic lighting control based on external lighting, effi cient use of water and the reuse of rainwater.

The heavy logistics associated with our operations account for a signifi cant portion of our energy consumption. To date, there are no technological alternatives available that enable us to signifi cantly reduce this component of our footprint hence we developed initiatives to increase the effi ciency of fossil fuel consumption.
The "Backhauling" project is a transportation service offered to Suppliers along the routes that our trucks would travel back empty (having completed their last delivery in-store). This project enabled a net saving of +33% in terms of kilometres, compared to 2019, spanning 81 Suppliers. Transportation under the "Backhauling" scope already accounts for 16% of the total journeys assured by our logistics activity.
In 2020, we maintained our initiatives to improve our Suppliers' vehicles ecoeffi ciency and to optimise their routes by reducing the distances covered, and increasing cargo capacity and the number of deliveries per Km covered.
Also, we have a system in place to return pallets and reusable boxes to our distribution centres. This system means the Suppliers do not have to collect on a store-by-store basis or transport between warehouses. In 2020, it allowed for direct savings of circa 280,000 Km by supplier companies.
In 2020, Sonae MC accounted for a total of 2,029,557 GJ in energy consumption, which represented about 3% reduction year-on-year. This reduction is primarily related to events in 2020, whereby measures to combat the COVID-19 pandemic meant we had to close some of our operations temporarily. Electricity represented 75% of energy consumption, and fossil fuels the remaining 25%.
Electricity consumption increased by 1% (420,558 MWh in 2020). Notwithstanding, specifi c electricity consumption (per sqm of sales area) stood at 487 kWh/sqm, corresponding to a circa 2% decrease compared to 2019 (497 kWh/sqm).
This means that, despite the increase in our store network, namely in the proximity format — with the inherent increase in associated consumption, as a result of a greater percentage occupied by fresh produce — we remained on-track with our plans to implement our energy effi ciency policy. It is a crucial measure to improve our environmental and energy performance.


The excessive consumption of natural resources and the proliferation of single-use plastics have become urgent issues within our society. It is increasingly important to value resources.
Considering the nature of our business activity and the impact we have alongside different actors throughout the value chain, we remained oncourse with redesigning our processes, products, and services for greater circularity. Our commitment to tackling the problem of single-use plastic has been published in our "Strategy for the Responsible Use of Plastics" and in the "Sonae Companies Charter of Principles for Plastics". We also raise awareness amongst the population, for example, via the "Responsible Plastic"1 digital platform, which combines informative and educational content.


In 2020 we made signifi cant progress in terms of our packaging's ecodesign to eliminate the unnecessary use of plastic (or the problematic plastics) or replace it - whenever a different raw material proves it has a better life cycle performance, and if the various packaging components are compatible. Within this scope, we highlight the initiatives carried out regarding in-store consumables (fruit, bread, fi sh, and codfi sh bags), which avoided using 282 tonnes of plastic.
We also substituted non-recyclable materials in more than 1,300 private label and own brand goods packaging of non-food items.
To test the bottle deposit-based return system, we participated in a pilot project lead by a consortium comprised of the Portuguese Association of Distribution Companies (Associação Portuguesa de Empresas de Distribuição -APED), the Portuguese Association of Natural and Spring Mineral Water Manufacturers (APIAM) and the Portuguese Association of Non-Alcoholic Refreshing Drinks (PROBEB). This system aims to increase the recycling rate of plastic packaging and maximise "material circularity" by incorporating recycled plastic into new packaging.
Within this pilot's scope, by the end of 2020, circa 12 million plastic drink bottles had been returned to the automatic collection machines located in superstores. The 14 machines installed in Continente stores accounted for 7.3 million plastic drink bottles, corresponding to circa 200 tonnes of plastic PET recycling.

Within the scope of waste management, we assume the responsibility for the waste we generate in our Business activities and the waste our Customers drop off at our stores (+10% compared to 2019), promoting recycling and environmental citizenship. In 2020, our waste recovery rate decreased to 76% (-3pp compared to 2019). This fi gure was mainly impacted by a sharp reduction in waste volume sent for energy recovery owed to the pandemic caused by COVID-19.

Overall, we were responsible for managing 72,080 tonnes of waste, corresponding to a circa 1% growth compared to 2019. This fi gure is lower than Businesses growth (higher than 9%) and refl ects our efforts to dissociate waste production from economic growth.
As an active agent in this sphere, we are committed to bringing forward to 2025 the ambition set by the EU 2030 Climate Target, ensuring that all Continente own brands products have reusable, recyclable, or compostable packaging. To this end, at the end of 2020, 74% of our packaging was recyclable, in line with the recycling matrix created in collaboration with Sociedade Ponto Verde (The Green Dot Society) and recyclable materials accounted for 11% of our packaging.
The amount of single-use plastics in our business is quite considerable, and for this reason, we remained on-course with our efforts to map out our plastic footprint and devised eco-friendly packaging. We made signifi cant progress in this area throughout the year, having mapped out our plastic packaging footprint. We also pursued our scrutiny regarding our footprint on an operations and product level.
In 2020, our plastic footprint was circa 22,430 tonnes. Packaging and operations accounted for 78%. The remaining 22% stemmed from products we are responsible for putting on the market. With the goal of reducing (or even eliminating, when possible) the usage of fossil-based plastic materials, circa 21% of the plastic used in our packaging, operations, and products is recycled. This means we avoided the use of more than 4,860 tonnes of virgin plastic, which represents a 9% increase year-on-year.


Sonae MC is committed to reducing its water footprint, investing in initiatives focused on reducing consumption, reusing, and recycling water. For example, water reuse to supply some sanitary facilities or recycling the wastewater at the Meat Processing Centre. We also use "Checkwater", a platform to monitor water consumption in stores, thus enabling better water management across our operations.
In 2020 Sonae MC consumed 887,919 m3 of water. Although it represents a 13% increase year-on-year, it is not comparable with amount reported in 2019 given that for the fi rst time this year, this fi gure includes the warehouses and production centers' consumption. With regards to specifi c consumption, the Company consumed 1.03 m3 per sqm of total sales area. This fi gure was driven by the organic growth, which focused namely on Continente Bom Dia stores - with higher associated specifi c consumption fi gures -, an increase in operations during a very demanding year owed to the pandemic, plus the expansion of our warehouse in Azambuja, which now houses the Seafood Processing Unit, and thus uses up plenty of drinking water. m m
VALUE RECOVERY FROM LOCAL AGRO-FOOD WASTE

Global demand for food has increased; however, the amount of food that goes to waste throughout the world daily is worrying. According to the Food and Agriculture Organization of the United Nations (FAO), food waste represents circa 1/3 of all food produced annually worldwide. It occurs on a production, retail, and consumer level, hence the urgent need for a food system overhaul.
Thus, we implemented initiatives to recover shrinkage and promote consumption that is compatible with the planet's limits, namely by raising Customer awareness regarding the effects of their choices and the importance of a circular economy.

We recorded a reduction in our stores' food surplus thanks to effi cient ways to minimise shrinkage, such as in-store stock management and sell-by date monitoring.
The "Single Banana" project was created to raise awareness amongst Customers regarding the waste generated by loose bananas. Banana purchases can be leveraged, and it is an excellent example of reducing shrinkage.
"We are food safety" is the slogan of the project aimed at making procedural changes in stores associated to integrating sell-by date information from the warehouses. This joint effort contributed to an improvement in controlling sellby dates across the value chain and resulted in reducing waste in stores (or at our Customers' homes) thus securing better quality and fresher products.

In terms of supply, we also sought to reduce food waste by including information on product sell-by dates into our replenishment algorithms, which, combined with demand forecasting, resulted in a decrease in shrinkage.


We know that the fi ght against waste is a cause shared by our Customers; therefore, we developed initiatives to accelerate the product fl ow of items reaching their expiry date and raised consumer awareness. Via Missão Continente, we joined the "United Against Waste" Movement.
The "Pink Stickers" are used to indicate items close to their expiry date, thus speed up product fl ow and alerts Customers that the items must be consumed within a short period. In 2020 alone, approximately 11.8 million products were sold, representing circa 20.1 million Euro of potential waste avoided.
The "ZER0% Waste Box" is a 5kg fruit and vegetable basket comprised of products nearing their optimum consumption date. With these baskets, we have enhanced our circular product range, and once the implementation plan is complete, we can potentially reduce waste by more than 1,000 tons/year.
Through the Too Good To Go app, we launched a Go Natural store pilot to sell products nearing their sell-by date. The results have been highly encouraging, and we hope to extend this partnership to other banners within Sonae MC.
We developed an innovative and pioneering project at a European level called "LIFEFood Cycle". It is a platform that enables us to manage shrinkage more digitally, optimising donations made to charitable institutions and food products at risk of shrinkage to our commercial partners.
Despite the pandemic and its numerous restrictions, we recorded a growth in waste avoided compared to the known shrinkage. This recovery is made possible by putting the surplus food out in the social areas in-store and our warehouses so that people can help themselves (circa. 3 million Euro in 2020), thus fulfi lling the double goal of avoiding waste and providing our Employees with free food.
In 2020, we pursued our initiative to donate surplus food daily. More than 1,700 institutions benefi tted from this initiative, totalling circa 11 million Euro.
Aligned with the EU Farm to Fork strategy, in 2020, the CPC - Clube de Produtores do Continente (Continente Producer's Club) launched the "Waste Farmers' Market" (Feira do Desperdício). The programme promotes partnerships between producers, the industry, and distributors and aims to share good practices and develop products from the waste generated during the production stage of goods produced by CPC members.
In parallel, CPC members' food waste in producing fruit and vegetables was mapped out, enabling the identifi cation of more than 15 thousand tonnes of agro-food waste that could be used for value recovery.

Proximity with the surrounding Community is essential for our Businessess' sustainable development and affords us signifi cant responsibility as agents of change within families. Thus, we incite efforts to encourage our Customers to make conscientious choices and galvanise our Partners to take a more responsible stance.


In 2020, and under the NP EN ISO 9001:2015 standard, we renewed our certifi cation for Sonae MC's food and non-food own brand development process. To ensure high-level quality and food safety, our equipment, facilities, and products were subjected to rigorous monitoring. We carried out 493,882 in-house and external compliance and product quality tests on food products. Our Suppliers also underwent a thorough assessment process and we ensured in-store monitoring regarding complying with best hygiene practices and food safety. Furthermore, we were the fi rst food retailer in Portugal to be awarded international certifi cates from the Aquaculture Stewardship Council (ASC) and Marine Stewardship Council (MSC), meaning that the seafood sold at our counters by weight is certifi ed. To be granted this certifi cation, more than 1,000 Employees from our core structures, logistics, and operations received training in addition to various SDG audits to guarantee the traceability of sustainably sourced seafood.
With regards to non-food private label goods, we carried out 15,530 in-house and external quality assessments and defi ned a Chain of Custody Certifi cation model, with the aim of supporting, in a sound and trustworthy manner, the processes involved in certifying the origin of raw materials used in the development of our own brand goods, such as Forest Stewardship Council (FSC) certifi cations and Ecolabel.


Fishery methods with reduced potential impact in biodiversity and in marine ecosystems Produced in aquaculture and certifi ed according to Continente's quality standards.
Fishery methods with moderate potential impact in biodiversity and in marine ecosystems Fishery methods with signifi cant potential impact in biodiversity and in marine ecosystems
Mindful of the signifi cant impact retail operations have on nature and biodiversity and the fact that it depends on natural capital, we seek to play an active role in creating a more responsible supply chain.
To this end, and in tandem with our Partners, we implemented several environmental, social, and ethical best practices as per our Supplier Code of Conduct¹, Sonae's Sustainable Fisheries Policy¹ and the Clube de Produtores Continente (Continente Producer's Club) Certifi cation. We support "Portugality" and national products. Two out of every three Continente own brand food products are produced in Portugal. Alongside other companies within the Sonae Group, we are working on defi ning a transversal policy for Nature and Biodiversity.

To guarantee production and the responsible supply of raw material used in our private label goods, we have devised ambitious certifi cate of origin objectives:
In 2010, Sonae MC was the fi rst food retailer in Portugal to adopt a Sustainable Fisheries Policy, taking the lead amongst national players and drawing attention to this matter.Our position is backed by the implementation of several initiatives to promote sustainable fi shing practices. We do not sell seafood which renowned NGOs such as Greenpeace, WWF, and IUCN consider to be "endangered" species.
As a result of these initiatives, in 2020, the proportion of fi sh originating from aquaculture or more sustainable fi shing methods increased from 62% to 65%, based on the Traffi c Light System (TLS). This tool enables us to assess purchases according to their sustainability. Thus, we can endorse Suppliers whose fi shing methods have a minimal impact on marine biodiversity.
A successful example is that of the Dourada (gilthead seabream) from the Algarve coast. We added it to the Continente seafood counters in 2020, thanks to Portugal's largest aquaculture project developed with a national partner. The Dourada (gilthead seabream) from the Algarve coast ensures sustainability premises above and beyond those of the standards, such as not using any antibiotics in fi shery production and not supplementing feed with animal by-products. This partnership contributed to a reduction in carbon footprint that is inherent to the retail sector and the over-exploitation of the seas, and the development of local communities. In parallel, we actively instilled a change in consumer habits and guaranteed fresh and good quality seafood, with incredibly positive sales results. In 2020, a total of 228 thousand Customers bought gilthead seabream from the Algarve coast, out of which 98 thousand did not usually buy aquaculture seabream, and 8 thousand were Customers who purchased gilthead seabream for the fi rst time.


The CPC- Clube de Produtores Continente (Continente Producer's Club) promotes knowledge sharing and develops innovative projects in partnership with Portuguese producers. In 2020 alone, purchase volumes made to CPC members totalled circa 206 million tonnes (+30% compared to 2019, which corresponds to 365 million Euro).
i) We selected coffee, cocoa, and teas certifi ed by programmes that convey best agricultural practices and how crops can be cultivated to ensure better quality, income, and sustainability. In 2020, we launched a Rainforest Alliance Certifi ed range of aluminium coffee capsules. The frog seal was added to all chocolate-based seasonal product ranges, ice-creams, and confectionery. ii) We are committed to removing or substituting palm oil for other fats without detriment to the product's nutritional content. Since 2019, we have eliminated palm oil from more than 40 products. If it cannot be replaced, we make sure that the palm oil comes from a sustainable and certifi ed source. iii) We ensure that 100% of our paper contains raw material sourced from sustainable forests and that the Forest Stewardship Council (FSC) certifi cation is clearly visible on the packaging.
The certifi cation processes these producers must comply with are increasingly more demanding, and CPC ensures compliance with a set of quality indicators, in addition to food safety, environmental and social responsibility indicators. For example, in the case of meat producers, in 2020 the CPC strengthened its contract specifi cations to secure animal welfare, the preservation of biodiversity and the effi cient use of natural resources amongst its members.
We also highlight (i) the support offered to national producers during the pandemic, to help them sell their products and the incorporation of an additional 40 members; (ii) the 4th edition of the Academia do Clube de Produtores Continente, a capacity-building programme for our producers which aims to accelerate innovation, competitiveness, and sustainability and (iii) the development of the BIO CPC which ensures the national supply of organic (BIO) vegetables.
PURCHASED BY THE CPC FROM NATIONAL PRODUCERS 206 k TON

Missão Continente School is an educational programme to help raise awareness amongst primary school students (aged circa 6 to 9 years old) on topics such as healthy nutrition habits and conscientious consumption. It covers modules such as healthy diets, food waste, and the excessive use of plastic. The programme focuses on learning through educational activities, fun materials, fi eld trips, and challenges that encourage the school Community to refl ect and act upon the proposed topics.
For the 2020/21 edition, the program was adapted due to the pandemic, and on-topic classes and virtual fi eld trips to Continente stores were hosted. The students were given challenges such as focusing on the topic of local/regional produce and sustainable shopping habits.
This edition included 437 schools nationwide and over 40,000 students, representing a circa 30% growth in the number of students compared to 2019.
RAISING AWARENESS VIA THE MISSÃO CONTINENTE SCHOOL



To transform the global food system, it is crucial that the population follow a more sustainable diet because of its low environmental impact, contribution to food security, and because it aids overall health.
In line with the efforts carved out by the Food and Agriculture Organization of the United Nations (FAO) and the World Health Organization (WHO), and as the largest Portuguese retailer, we are very conscious of our critical role in promoting sustainable food choices and making sure healthy nutrition choices are made available to everyone. We are committed to driving a greater and better food literacy movement and offering our Customers healthier products.

The Continente Equilíbrio range includes nutritionally balanced products at affordable prices so that everyone has access to healthier food options. The balance range underwent a transformation process in 2020 to better defi ne its market positioning: clear nutritional criteria were defi ned, product inconsistencies that did not fulfi l the brand criteria were eliminated, the visual identity was revamped, and an additional 60 new products were added to the range, with disruptive innovation in own brand products.

Regarding conscientious consumption, we launched the Continente Eco brand, an eco-product range for household cleaning products and personal hygiene. The brand combines (i) environmental sustainability via the formulation of ecofriendly raw materials, compact and concentrated products, recycled plastic packaging and labels with less ink printed surface area, (ii) effective results when compared to conventional products, and (iii) inexpensive price points to drive a change in consumption habits.


In 2020 we pursued our efforts to assess Continente own brand food products' nutritional content, to optimise and reduce salt, fat, and sugar content, and to eliminate hydrogenated fat and palm oil, thus minimising the impact on the organoleptic properties and avoiding sensory appeal through the addition of fl avour enhancers, aromas, sweeteners, and preservatives. We simultaneously sought to introduce products containing more protein, fi bre, fruit, and vegetables plus wholegrain and naturally healthy foods.
Thus, in the last two years, we nutritionally optimised more than 200 products. This equates to reducing 85 tonnes of salt, 650 tonnes of sugar, and 385 tonnes of saturated fats. Furthermore, the nutritional optimisation of more than 500 products is currently ongoing.
Establishing a close relationship with surrounding communities is essential to sustainable development. We believe that companies play a critical role in promoting the more autonomous and resilient Communities' prosperity and development.
In partnership with social economy organisations, we seek to contribute with our skills and direct our resources towards initiatives that support less favoured Communities, contributing to poverty eradication in its different formats.


Missão Continente endorses Continente's initiatives within the scope of social responsibility, and its purpose is to build a sustainable future. Throughout the year, we embraced and reinforced our transformation agent's role, acting daily to positively impact communities, raise awareness and engage with them to make better choices. We also worked increasingly closely with people in need of the most help and provided immediate support during hardship.
Missão Continente was very much impacted by the COVID-19 outbreak in 2020. Efforts were directed to those affected the most, namely offering support through food donations, hygiene, personal protective equipment to health services, civil protection, and others. Partnerships were also established to help and support food emergencies; donations were made to social support institutions, and animal welfare.

In 2020, and for the third consecutive year, the Well's banner boosted its commitment to support birth rates in Portugal by pursuing its project "For a babyfi lled Future". The banner has already donated more than 40,000 "Baby Well's Kits" nationwide. This means that more than 50% of babies born in Portugal benefi ted from the initiative during the period. Well's also granted assistance to circa 50 babies from underprivileged families, covering all their hygiene, food, and childcare product requirements from birth until their fi rst birthday.
During the fi rst lockdown, and to promote reading and support the Communities via educational, fun games, Note! created the "Tell me what you're reading" initiative. Through this initiative, public fi gures from different fi elds shared what they were reading and provided recommendations on books everyone should read at least once in their lives. The "Time for Digital Story Reading" was created on the Note! Instagram account, a social networking service, to share wonderful stories for little and big kids.
In parallel, Note! created a regular diary for "Conversations with Authors" consisting of live interviews on Instagram whereby authors would talk about themselves, their books, and interact with their readers.
Missão Continente launched the reusable Solidarity Grocery Shopping Bags. Two editions were launched in 2020, raising enough funds to donate 30 thousand Euro to the Portuguese Association of Voluntary Firefi ghters (APBV) and 30 thousand Euro to Animalife, an association that works with abandoned pets in Portugal.


In 2020, via Missão Continente, Sonae MC donated circa 12 million euros to the Communities spanning over 1,100 social support institutions and animal welfare associations. This support was given to several entities that work closely with local Communities helping them with a diversifi ed set of needs.
Under our ZU banner, which specialises in pet food, hygiene, and veterinary health care, we created the Somos Zulidários (We are "Zulidaric"- a play on words with solidaric) programme to help cats and dogs cared for by associations. The fi rst initiative was launched in 2020 and consisted of selling "Zulidaric" shopping bags. Every time Customers reuse the ZU stores' shopping bag, on behalf of the ZU insignia, they donate to an animal welfare association. The ZU solidarity bags are made from 100% cotton, reusable, and reduce plastic bags in our stores.

Our Associates are at the heart of our business. Their motivation and commitment are determining factors for our success. Thus, we empower our associates personally and professionally, promote diversity and inclusion, and endeavour to ensure their safety and well-being.



Diversity in the workplace is the best way to deal with a constant, ever-changing world. As the benchmark employer, we play a fundamental role in job creation and promoting inclusion; thus, we value each and every contribution.
The continuous quest for making better decisions, innovating more, and achieving superior results by promoting a culture of diversity and inclusion, is patent in Sonae MC's daily business.
The foundations of our diversity and inclusion strategies are rooted in our way of being and conducting ourselves, and it is consistent and intentional. We care for our People and their individuality. Putting our People are at the heart of our success is an intrinsic part of our culture and abundantly clear in our corporate values. We endeavour to create a work environment based on a diverse employee profi le, focused on uniqueness as one of the fundamental principles of this strategy and as a catalyst for the personal and professional development of each Employee. Thus ensuring that our People feel respected, valued for their skills, and trust the organisation.

The pandemic and the ensuing economic crisis worsened existing disparities, making even more compelling the existence of consistent inclusion policies.
Sonae MC's diversity and inclusion policy is divided into 5 pillars of action: i) Gender equality, ii) Disability, iii) Generations, iv) LGBTIQA+, v) Nationalities and Ethnicities, refl ecting our ambition and investment in the pillars linked to the corporate strategy.

The Diversity and Inclusion (D&I) Info Snacks area a permanent feature in SONAE MC's weekly newsletters. They include short accounts of the 5 axes which comprise our D&I strategy and aim to serve as an inspiration and challenge for our People.
In 2020, the Info Snacks achieved high levels of interaction. The videos were the most viewed on our digital platform.
In 2013, we created the Somos Sonae (We are Sonae) programme to help our Employees when they are at their most vulnerable.
We invested circa 1.2 million Euro into the programme, which has already helped 2,400 people, spanning our Employees and their families.All cases are dealt with privately and anonymously and are conducted by a multidisciplinary team from the Portuguese Red Cross.
In 2020, more than 150 support plans were structured, which meant aid was offered to circa 385 People (+42 compared to 2019). It was a record year in terms of investment, surpassing 234 thousand Euro. Furthermore, in 2020, under a rebranding initiative, in addition to the social, economic, legal, and oral health areas of intervention, a new action pillar against domestic violence was added to the programme. This programme aims to create awareness on the topic and intervene with a bespoke holistic approach regarding social, economic, and psychological aspects.
At the end of 2020, Sonae MC employed 35,900 Employees. This fi gure represents a net increase of 2.9% year-on-year. Out of this total, 73% are permanent employees, and 68% are women. In 2020, it is also important to highlight the diversity of nationalities, namely within our Logistic teams, that account more than 20 nationalities, representing 31% of the workforce.


Gender equality is one of the priority areas in our diversity and inclusion strategy. It is centred on 4 action lines: i) employment and education, ii) balancing personal and professional life, iii) social protection, and iv) visibility.
With regards to visibility, in 2020, we held briefi ng sessions with experts in the fi eld of inequality in women's leadership; we launched two exclusive newsletters on the topic of diversity and inclusion, and we launched the fi rst in-house campaign for gender equality, "É de Mulher" (It's for Women) with 11 Employee-ambassadors based on hard evidence that showed that gender equality is not yet a reality. The campaign aimed to break gender stereotypes by providing a message of strength and triumph and mobilising all Employees to participate in this movement.
Throughout the year, we also reinforced our commitment regarding our 2023 objectives. We aim to have 40% of our senior management positions occupied by women. This includes new hires and promotions. By year-end, 37% of senior management positions were occupied by women (+1.6 pp compared to 2019).
AF_CartazFutureLeadersPatricia A3.pdf 1 17/07/2020 12:16

Confi dent of the fact that a fast pace and constant change will characterise the future, learning to learn is one of the primary skills that should be promoted within organisations. The construction of a mindset where everyone is encouraged to "learn, unlearn and learn again" is a competitive advantage in any corporation.
In this sense, training is an essential tool to develop our People and a means of implementing Sonae MC's strategy and responding effi ciently to current and future Businesses challenges. In this sense, our learning & development strategy aims to increase the training digitalisation processes and offer future proof-skills training and promote self-learning.

Even within the context of a pandemic, we continued to develop programmes to identify high potential candidates. In 2020, the Future Leaders programme stood out for investing in in-house talent (38 Employees) and developing new channels and innovative methodologies such as: i) investment in digitalisation, be it in programme communication or assessment and training methodologies; ii) being in alignment with the new leadership development model known as Lead Better; iii) serving as an incentive for lifelong self-learning, taking ownership for individual learning requirements; and iv) focusing on social learning very much leveraged on mentor and buddy fi gures.
To revolutionise Customer service at our Go Natural stores, in 2020, we rolled out a project called Greeny. The aim was to provide our Employees with the following skills: i) technical skills, namely knowledge about the product ranges; ii) behavioural skills, helping Employees be more proactive, extrovert, and self-confi dent in Customer interactions; and iii) a monitoring system with means of measuring and incentivising to ensure optimal implementation for the Greeny programme.


In 2020 we launched the Employee Experience project. The goal is to satisfy Employees' needs while simultaneously keeping up with the dynamic of the Businesses and the labour market. We mapped out our Employees' life cycle and obtained an overall view of the various professional journeys, and refl ect on discrepancies that coexist within Sonae MC, ranging from store operations to logistics and corporate structures. This exercise served as a guiding tool to take a closer look at Employees' real experiences and activate cross-sectional or customised initiatives to provide solutions to the identifi ed improvement opportunities.
The 4th edition of the Commercial Academy Day was held in 2020. Due to the pandemic, the format had to be adapted and brought together circa 800 sales Employees. The event was an opportunity for the sales teams to discuss the pandemic's impacts and focus discussions on emerging trends such as e-commerce and remote working. In a 100% digital environment, more than 70 workshops were held simultaneously to address the main challenges of the Businesses.




TRAINING HOURS GIVEN 787 K
The year 2020 brought us the COVID-19 pandemic and an opportunity to step up our strategy regarding moving our face-to-face training model to a predominately digital one. This transformation was applied across more than 100 programmes, corresponding to 787,142 training hours. On the other hand, there was a 29% increase in the number of participants, bringing the total number to 44,671, thus refl ecting Sonae MC's commitment to investing in developing and valuing its Associates.
Examples of digital training initiatives include: i) The "Learning Tips" newsletters launched in 2020 featuring learning tips on a variety of topics such as emotional intelligence or negotiation skills; ii) "LearningHubz", a platform to promote continuous professional development through short videos on topics such as leadership, productivity or personal development. In 2020, new users grew by 120% and active users by 345%; and iii) the "Tool Kits", an innovative way of addressing future skill sets which includes several training resources to read, watch, listen, interact, and practice. This tool serves to advance self-learning and is 100% online.
Currently, there are two "Tool Kits" available, one for problem-solving and the other for design thinking. They include different learning journeys with specifi c time intervals and levels of complexity.
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"Nos últimos tempos, tem sido evidente a existência de um na abordagem do tema, assim como da necessidade em e cuidados disponibilizados (...); todos nós começamos a ver a
diário (...).
praticar uma atividade física ou artística
fazer uma alimentação saudável
usar técnicas de meditação ou relaxamento
ter uma rede de apoio de amigos e familiares
A linha tem disponível uma opção de efetuado por psicólogos clínicos (opção da linha)
A associação desenvolveu com a DGS um de saúde mental, disponível aqui
No existe esta playlist especí�ca com 26 episódios de diferentes sobre o tema da saúde mental Sabias que em Portugal existe também um grupo de (que inclui psiquiatras, médicos, psicólogos e enfermeiros) que criou um espaço de partilha de informação e ajuda sobre saúde mental? Espreita aqui!
alterações no e no
mudança de rotinas de e tristeza e perda de interesse
ou dos outros
O silêncio aumenta o estigma e di�culta o pedido de ajuda. Incentiva o diálogo sobre a temática com os teus colegas.
O espírito de grupo torna-nos mais fortes: organiza algumas rotinas saudáveis e momentos de lazer em equipa.

Os líderes também são seres humanos. A preocupação com todos e a entreajuda são elementos fundamentais.
Se tens funções de liderança, tenta ser cada vez mais disponível, e capaz de organizar, delegar e motivar a tua equipa.
Para te ajudar, a escreveu este artigo de opinião!
Mestre em Medicina pela FMUP Psiquiatra da Infância e Adolescência CHU São João E.P.E Terapeuta Familiar e Investigadora em Neurociências na FMUP
Lembras-te? Por isso, preparámos um conjunto de parcerias e vantagens para assegurar que nada te falta para cuidares de ti. Clica na imagem ou instala a app +Sonae!
Podes agendar uma com um psicólogo, que te ajudará a lidar melhor com o que te gera ansiedade ou stress. Clica para saberes mais e/ou para agendares uma consulta.
O ruído da aceleração, a adrenalina da bandeirola de partida, o suspense do cronómetro, e a euforia da chegada: estes são os ingredientes que dão vida aos momentos que a Maria do Céu não dispensa! É comissária de box no , cuidando dos futuros campeões: ajuda na largada da mota, no controlo da velocidade, nas posições corretas de cada um e em todos os (imensos!) aspetos logísticos que estão atrás de uma competição. E a garra vê-se de longe: só há mais uma mulher que a acompanha neste trabalho nas boxes!
Diretor Clínico da Comunidade Terapêutica - Clínica do Outeiro Presidente da SPA e Vogal de Direção da SPPSM
A saúde mental, tal como a física, deve estar na nossa de bem-estar. Já diz a sabedoria popular: "mente sã em corpo são"! Há pequenos hábitos que podem fazer uma grande diferença na
, e ! Em ti ou em todos os que te rodeiam, há sinais que deves
(re)conhecer para poder intervir e ajudar:
Ser pai já é, só por si, um desa�o constante. E a saúde mental dos mais novos também não deve deixar de ser tida em consideração, num momento em que os pais são submetidos a mudanças que podem provocar fortes impactos no contexto
familiar.
A Multicare disponibiliza, no teu seguro de saúde, uma .
A indústria da moda e beleza projetou, durante muito tempo, uma imagem muito pouco inclusiva, promovendo o culto de uma tipologia de corpo estereotipada e muitas vezes não condicente com a realidade. No entanto, esta tendência tem vindo a ser contrariada por algumas marcas:
A Gucci contratou uma modelo com Síndrome de Down; A Dove foi pioneira no lançamento de campanhas publicitárias com imagens de mulheres reais, sem distorção digital, e desenvolveu um programa de
apoio à auto-estima;
A Victoria's Secret contratou Winnie Harlow, uma modelo com vitiligo; A Vogue UK de junho teve como capa a atriz Judi Dench, com 85 anos. Estes são passos importantes para promover a inclusão e a promoção da , um dos princípios da Diversidade e Inclusão da Sonae MC.

Accident Frequency Index Accident Severity Index


for total Employees
At Sonae MC, Employee health, safety, and well-being are a priority. To reduce the absenteeism rate, occupational accidents, and work-related illnesses while simultaneously increasing productivity and achieving excellent results, we must implement preventative measures which contribute towards a feeling of professional fulfi lment amongst our Employees.
We are focused on fostering a "zero accidents" culture and promoting a healthy and safe working environment to ensure our Employees' physical, mental, and social well-being. Through the Improving Our Life (IOL) movement, we foster a balance between personal and professional life and value each of our Employees.


In 2020, we transitioned from the Occupational Health and Safety Assessment Series (OHSAS) 18001:2007 to the new ISO 45001:18 standard. We obtained the renewal of the Health and Safety Management System certifi cation for the Continente Cascais store, thus enabling us to roll out our best practices across the remaining stores. The Company organised more than 56,975 training hours and Occupational Health and Safety (OHS) awareness initiatives spanning circa 29,650 trainees. The results were refl ected in 2020 results whereby the Frequency Index decreased by 14% and the Accident Severity Index at Sonae MC decreased by 15% compared to 2019. These results stem from an increasingly solid safety culture rooted in our Employees and the reduction in commuting accidents on journeys from home to the workplace due to containment measures.
Equally, in 2020 we pursued our investment in improving safety conditions in the workplace. The ergonomic conditions of our new Seafood Processing Centre in Azambuuja were assessed. Over 200 job functions were considered, covering 95% of the Employee population in interview format.
Regarding Personal Protective Equipment (PPE) we were able to reduce medical restrictions associated with foot pathologies within the scope of the "Foot Diseases" project by 90%. This was an important initiative to increase our Employees' comfort and safety levels without losing sight of our environmental footprint. In our logistics division, we introduced a shoe model made from 100% recyclable material.

This programme was designed for the Continente Modelo supermarkets, with the aim of reinforcing a safety culture, promoting continuous improvement and contributing to a reduction in incident indicators.
It was rolled out in 2020, and a taskforce was set up to assess, monitor and check that the procedures were being followed. The programme spanned a total of 2,300 trainees.
With 180 consulting rooms located on Company sites, our Occupational Health Service is comprised of 82 healthcare professionals. In 2020, a total of 31,965 hours of health services were provided, and 41,265 medical examinations were carried out. Furthermore, Sonae MC's Seasonal Infl uenza Vaccination Programme hit record highs whereby 5,120 Employees were vaccinated. We held initiatives to mark World Mental Health Day and World Food Day. In 2020 we also carried out 383 emergency drills within the Automated External Defi brillator (AED) Programme and conducted 125 fi rst responders training sessions for 638 Employees.
In a year severely impacted by COVID-19 pandemic, the Occupational Health and Safety (OHS) and Occupational Health (OH) departments played a critical role in developing initiatives to fi ght the pandemic as listed below:
To ensure a safe return to our offi ces, appointments were set up to assess the health conditions of our Employees, and the buildings were adapted, having been carried out 20 audits, training sessions on returning to the workplace and 5 emergency drills.
In 2020 we revised the Legionnaires' disease prevention programme to: i) simplify procedures; ii) create management tools; iii) update the registry and develop tools for equipment control; iv) design a training programme; and v) create a risk management procedure, applicable to the different banners.
Several other initiatives were launched or enhanced in 2020 to promote Employee satisfaction. The following are worthy of note i) all permanent Employees were given a smartphone with the company's mobile plan, ii) the Logistics "Solidarity Bazaar", via which all proceeds revert to in-house solidarity initiatives. Products donated by Sonae MC banners for token amounts were made available to circa 2,300 Employees; and iii) we handed out 730 Baby Well's kits to new parents, containing essential items for their baby's fi rst days.


TOTAL 35,900
| DISCLOSURES AND APPLICATIONS | |||||
|---|---|---|---|---|---|
| GRI STANDARDS | |||||
| ORGANISATION PROFILE | |||||
| GRI 102 General Disclosures |
102-1 Name of the organisation SONAE MC, SGPS, S.A. (hereinafter referred to as Sonae MC). |
||||
| 102-2 Activities, brands, products and services See chapter "The year in review", subchapter "Sonae MC at a glance". More information available at: https://sonaemc.com/en/our-business |
|||||
| 102-3 Location of headquarters |
|||||
| Sonae MC's headquarters are located at Rua João Mendonça, 529, 4464-501 Senhora da Hora, Matosinhos, Portugal. 102-4 Location of operations Portugal and Spain. |
|||||
| 102-5 Ownership and legal form Sonae MC is a limited liability company, registered at the Porto Commercial Registry Offi ce. |
|||||
| 102-6 Markets served See chapter "The year in review", subchapter "Sonae MC at a glance". |
|||||
| 102-7 Scale of the organisation See chapter "The year in review", subchapter "Sonae MC at a glance". |
|||||
| 102-8 Information on Employees and other workers See chapter "Sustainable Development", subchapter "People - Diversity and Inclusion". Supplementary information pertaining to this indicator is detailed below: |
|||||
| TOTAL NUMBER OF EMPLOYEES PER TYPE OF EMPLOYMENT CONTRACT, PER GENDER | |||||
| TYPE OF EMPLOYMENT CONTRACT | GENDER | 2020 | |||
| PERMANENT CONTRACT | Male | 7,971 | |||
| Female | 18,360 | ||||
| Subtotal | 26,331 | ||||
| TEMPORARY CONTRACT | Male | 3,393 | |||
| Female | 6,176 | ||||
| Subtotal | 9,569 | ||||
| TOTAL | 35,900 | ||||
| TOTAL NUMBER OF EMPLOYEES PER TYPE OF EMPLOYMENT CONTRACT, PER COUNTRY | |||||
| PERMANENT CONTRACT | Portugal | 25,747 | |||
| Spain | 584 | ||||
| Subtotal | 26,331 | ||||
| TEMPORARY CONTRACT | Portugal | 9,225 | |||
| Spain | 344 | ||||
| Subtotal | 9,569 | ||||
| TOTAL | 35,900 | ||||
| TOTAL NUMBER OF EMPLOYEES PER TYPOLOGY OF NUMBER OF WORKING HOURS, PER GENDER | |||||
| FULL-TIME | Male | 9,075 | |||
| Female | 17,877 | ||||
| Subtotal | 26,952 | ||||
| PART-TIME | Male | 2,289 | |||
| Female | 6,659 |
| PERMANENT | TEMPORARY | ||||||
|---|---|---|---|---|---|---|---|
| JOB CATEGORY | AGE GROUP | MALE | FEMALE | TOTAL | MALE | FEMALE | TOTAL |
| TOTAL | 11,235 | 24,019 | 35,254 | 3,668 | 6,334 | 10,002 | |
| EXECUTIVES | < 30 years old | 0 | 0 | 0 | 0 | 0 | 0 |
| From 30 to 50 years old | 16 | 4 | 20 | 0 | 0 | 0 | |
| ≥ 50 years old | 25 | 4 | 29 | 0 | 0 | 0 | |
| TOTAL | 41 | 8 | 49 | 0 | 0 | 0 | |
| SENIOR & MIDDLE MANAGERS & MIDDLE MANAGERS |
< 30 years old | 1 | 3 | 4 | 0 | 0 | 0 |
| From 30 to 50 years old | 270 | 182 | 452 | 0 | 0 | 0 | |
| ≥ 50 years old | 133 | 64 | 197 | 0 | 0 | 0 | |
| TOTAL | 404 | 249 | 653 | 0 | 0 | 0 | |
| COORDINATORS & SUPERVISORS SUPERVISORS |
< 30 years old | 70 | 136 | 206 | 8 | 31 | 39 |
| From 30 to 50 years old | 521 | 941 | 1,462 | 9 | 37 | 46 | |
| ≥ 50 years old | 149 | 198 | 347 | 0 | 2 | 2 | |
| TOTAL | 740 | 1,275 | 2,015 | 17 | 70 | 87 | |
| TECHNICIANS & SPECIALISTS | < 30 years old | 164 | 373 | 537 | 20 | 47 | 67 |
| From 30 to 50 years old | 473 | 853 | 1,326 | 3 | 17 | 20 | |
| ≥ 50 years old | 73 | 180 | 253 | 0 | 0 | 0 | |
| TOTAL | 710 | 1,406 | 2,116 | 23 | 64 | 87 | |
| REPRESENTATIVES | < 30 years old | 2,033 | 3,411 | 5,444 | 2,643 | 4,533 | 7,176 |
| From 30 to 50 years old | 3,111 | 8,803 | 11,914 | 654 | 1,344 | 1,998 | |
| ≥ 50 years old | 903 | 3,091 | 3,994 | 45 | 124 | 169 | |
| Total | 6,047 | 15,305 | 21,352 | 3,342 | 6,001 | 9,343 |
| GRI 102 — GENERAL DISCLOSURES | ||
|---|---|---|
| GRI STANDARDS | DISCLOSURES AND APPLICATIONS | |
| ORGANIZATION PROFILE | ||
| AVERAGE NUMBER OF CONTRACTS BY TYPE, AGE GROUP AND GENDER | ||
| & MIDDLE MANAGERS | ||
| SUPERVISORS | ||
| Note: excludes Go Natural Restauração. | ||
| FULL-TIME | PART-TIME | ||||||
|---|---|---|---|---|---|---|---|
| JOB CATEGORY | AGE GROUP | MALE | FEMALE | TOTAL | MALE | FEMALE | TOTAL |
| TOTAL | 11,306 | 23,906 | 35,212 | 2,629 | 6,889 | 9,518 | |
| EXECUTIVES | < 30 years old | 0 | 0 | 0 | 0 | 0 | 0 |
| From 30 to 50 years old | 16 | 4 | 20 | 0 | 0 | 0 | |
| ≥ 50 years old | 25 | 4 | 29 | 0 | 0 | 0 | |
| TOTAL | 41 | 8 | 49 | 0 | 0 | 0 | |
| SENIOR & MIDDLE MANAGERS & MIDDLE MANAGERS |
< 30 years old | 1 | 3 | 4 | 0 | 0 | 0 |
| From 30 to 50 years old | 270 | 179 | 449 | 0 | 3 | 3 | |
| ≥ 50 years old | 133 | 63 | 196 | 0 | 1 | 1 | |
| TOTAL | 404 | 245 | 649 | 0 | 4 | 4 | |
| COORDINATORS & SUPERVISORS SUPERVISORS |
< 30 years old | 78 | 160 | 238 | 0 | 7 | 7 |
| From 30 to 50 years old | 529 | 966 | 1,495 | 1 | 12 | 13 | |
| ≥ 50 years old | 149 | 197 | 346 | 0 | 3 | 3 | |
| TOTAL | 756 | 1,323 | 2,079 | 1 | 22 | 23 | |
| TECHNICIANS & SPECIALISTS | < 30 years old | 184 | 416 | 600 | 0 | 4 | 4 |
| From 30 to 50 years old | 475 | 865 | 1,340 | 1 | 5 | 6 | |
| ≥ 50 years old | 72 | 179 | 251 | 1 | 1 | 2 | |
| TOTAL | 731 | 1,460 | 2,191 | 2 | 10 | 12 | |
| REPRESENTATIVES | < 30 years old | 2,842 | 4,377 | 7,219 | 1,834 | 3,567 | 5,401 |
| From 30 to 50 years old | 3,380 | 7,934 | 11,314 | 385 | 2,213 | 2,598 | |
| ≥ 50 years old | 881 | 2,378 | 3,259 | 67 | 837 | 904 | |
| Total | 7,103 | 14,689 | 21,792 | 2,286 | 6,617 | 8,903 |
Risk Management Policy
In June 2020, Sonae Group subscribed the Business for Nature's Call to Action, joined the Science Based Targets Network (SBTN) Corporate Engagement Program and endorsed the Future of Work Leadership Statement (WBCSD).
APED (Portuguese Association of Distribution Companies); Consumer Goods Forum; APLOG (Portuguese Logistics Association); ACEPI (The Portuguese Digital Economy Association); GS1 Portugal; APAN (Portuguese Association of Advertisers) and AHRESP (The Portuguese Hotel and Restaurant Association).
GRI 102
102-14
General Disclosures Statement from the Senior decision-maker
See chapter "Message from the CEO".
102-15
Key impacts, risks, and opportunities
See chapter "Corporate Governance Principles and Practices", subchapter "Internal control and risk management".
GRI 102
| GRI STANDARDS | DISCLOSURES AND APPLICATIONS |
|---|---|
| MATERIAL ASPECTS | |
| GRI 103 Material aspects |
103-1 Explanation of the material topic and its boundary Over the years, we carried out a materiality analysis of the positive and negative impacts of our activity. It was a robust auscultation process that involved different stakeholders (Employees, Customers, Suppliers and partners, regulatory and sectoral entities, investors, media and community) and that refl ected on our performance, structure and positioning, as well as in market best practices and the regulatory framework. Based on the material issues identifi ed, the results of the previous strategic cycle, the areas highlighted at sector level, the commitments subscribed to by Sonae MC and in line with the United Nations Sustainable Development Goals, we defi ned three activity pillars, which will guide our activities in building a sustainable future: Environment, Community and People. |
Cooperating and closely interacting with each one of our stakeholders is part of the day-to-day life through Sonae MC. For this purpose, we have created and maintain a diversifi ed base of specifi c communication channels for each group of stakeholders, which allows us to continuously measure the needs and expectations of our stakeholders and, thus, understand whether the analysis performed remains updated and relevant. The exercise done in 2020 allowed us to conclude by the adequacy of the materiality analysis of our impacts.
Thus, in 2020 we continued to invest in the development of the identifi ed three pillars of activity and material themes: Carbon emissions, Energy Effi ciency, Usage and Materials Management, Food Waste, Sustainable and Local Supply Chain, Healthy Nutrition and Sustainable Consumption, Supporting Local Comunitties, Diversity and Inclusion, Human Capital Development, Employees' Health, Safety and Wellbeing.
The management approach and its components Sonae MC promotes several initiatives related to its material aspects, disclosed throughout this report. 103-3
Direct economic value generated and distributed Sonae MC carries out the measurement and monitoring of the indicators associated with this topic and discloses them throughout this report.
Sonae MC's risk management process follows the Enterprise Wide Risk Management - Integrated Framework (COSO) international methodology which enables the identifi cation of different types of risks and threats to the development of the businesses, at both the strategic and operational level. As the risk of corruption was not identifi ed as a priority risk for Sonae MC, no assessments were carried out in this regard. Sonae MC's Code of Ethic and Conduct establishes a set of principles and rules related to confl ict of interest, offers or rewards to Employees, with the goal of ensuring decision-making is not unduly infl uenced. In 2020, no cases of corruption were reported.
Communication and training about anti-corruption policies and procedures Sonae MC's Code of Ethic and Conduct, which includes anti-corruption policies, is communicated in the onboarding training to 100% of the Employees. Additionally, Sonae group has a Suppliers' Code of Conduct and Ethics, which is an appendix to the supply general contracts.
In 2020, 10,792 Employees received training in anti-corruption.
Confi rmed incidents of corruption and actions taken No corruption cases were recorded in 2020.
| GRI 200 — ECONOMIC DISCLOSURES | |
|---|---|
GRI STANDARDS DISCLOSURES AND APPLICATIONS ECONOMIC PERFORMANCE
See chapter "Consolidated and individual fi nancial statements", subchapter "Consolidated fi nancial statements" and "Individual fi nancial statements"
| ANTI-CORRUPTION | |
|---|---|
| GRI STANDARDS | DISCLOSURES AND APPLICATIONS |
In its response to Carbon Disclosure Project (CDP), Sonae group provided detailed information on the fi nancial implications and other risks and opportunities associated with climate change. The (A) assessment obtained, places Sonae group companies, on a global level, in the group of companies that are leading the fi ght against climate change.
Our efforts regarding the adoption of the guidelines defi ned by the Task Force on Climate-related Financial Disclosure (TCFD) - an initiative that promotes the recommendations for the management and disclosure of fi nancial risks associated with climate change - are still undergoing. The potential fi nancial impacts of climate change will be estimated and mitigation actions for the prioritised risks will be defi ned in line with the framework developed by the Financial Stability Board.
Sonae MC Sonae does not have a pension fund.
In 2020, Sonae MC received 33.8M€. This refers to the amount received within the scope of tax credits and represent our best estimate given that, at the closure date of this report, the SIFIDE applications were not yet completed. It is worth highlighting that the Government is not part of the Company shareholder structure.
| GRI 202 Market presence |
202-1 Proportion of senior management hired from the local community 67% of Sonae MC senior managers are hired locally. |
|---|---|
| INDIRECT ECONOMIC IMPACTS (MATERIAL TOPIC) | |
| GRI 203 Indirect Economic Impact |
203-1 Infrastructure investments and services supported See response to indicator 413-1. |
| 203-2 |
Signifi cant indirect economic impacts See response to indicator 413-1.
| INDIRECT ECONOMIC IMPACTS (MATERIAL TOPIC) | |||
|---|---|---|---|
| GRI 204 Procurement practices |
204-1 Proportion of spending on local Suppliers |
||
| PERCENTAGE OF COSTS | 2019 | 2020 | |
| PROPORTION OF SPENDING ON FOREIGN SUPPLIERS | 18% | 15% | |
| PROPORTION OF SPENDING ON LOCAL SUPPLIERS | 82% | 85% |
| DISCLOSURES AND APPLICATION | |
|---|---|
| 303-1 | |
| Interactions with water as a shared resource | |
| With the aim of reducing the environmental impact of its businesses, the company is committed to reducing its water footprint, enhancing the effi ciency of their operations, innovating and using technology to rethink the way water is used and managed throughout their infrastructure. The progressive installation of meters equipped with telemetry, which enable water consumption to be more accurately monitored is essential in this process. |
|
| There are some initiatives designed to reuse and recycle water. Among them, an initiative to highlight is Sonae MC's Meat Processing Centre, which has a facility to recover and recycle part of the liquid effl uents produced on site. |
|
| Management of water discharge-related impacts | |
| Sonae MC does not have quantitative measurements for wastewater in stores. For this reason, and in accordance with best Engineering practices, we operate on the basis that 80% of the consumed water results in wastewater, and the resulting 20% is consumed. |
|
| Regarding destinations, the vast majority of the liquid effl uents produced are discharged into the public domestic wastewater networks, and all liquid effl uent discharges to natural water lines are subjected to pre treatment in dedicated facilities (WWTPs) and respective quality monitoring is carried out. |
|
| 303-3 | |
| WATER WITHDRAWAL BY SOURCE (M3 ) |
2020 |
| THIRD PARTY WATER | 827,393 |
| GROUNDWATER | 60,527 |
| - | |
| - | |
| - | |
| TOTAL | 887,919 |
| 303-4 | |
| 2020 | |
| 663,904 | |
| 2,891 | |
| - | |
| - | |
| - | |
| 666,795 | |
| Water consumption | |
| WATER CONSUMPTION BY SOURCE (M3 ) |
2020 |
| WATER CONSUMPTION | 221,124 |
| WATER CONSUMPTION IN AREAS WITH STRESS | - |
| TOTAL | 221,124 |
| Most of the water consumed within the organization is related to human use. Sonae MC does not identify in its direct operations water stress areas, relevant for this report 303-2 Water withdrawal SURFACE WATER AND RAINWATER GREY WATER MIXTURE OF WATER SOURCES Water discharge WATER DISCHARGE BY SOURCE (M3 ) THIRD PARTY WATER GROUNDWATER SURFACE WATER AND RAINWATER GREY WATER MIXTURE OF WATER SOURCES TOTAL Note: when data is not directly available, Sonae MC assumes that 80% of water withdrawal is discharged and 20% is consumed, 303-5 |
See chapter "Sustainable Development", subchapter "Key pillars of activity - Environment - Energy effi ciency".
| GRI STANDARDS | DISCLOSURES AND APPLICATION | ||||
|---|---|---|---|---|---|
| MATERIALS (MATERIAL TOPIC) | |||||
| GRI 301 Materials |
301-1 Materials used by weight or volume |
Sonae MC aims at a sustainable use of materials consumption associated with its value chain. To this end, we promote a series of initiatives with Suppliers to select materials with a reduced footprint, reduce unnecessary use of materials, promote its reincorporation in the value chain (by reusing or recycling), assure the origin of raw materials, among others. The materials reported are the most relevant in weight and volume. |
|||
| 301-2 Recycled input materials used The response to this indicator is presented in the table below. |
|||||
| 301-3 | Reclaimed products and their packaging materials | ||||
| MATERIALS USED TO PRODUCE AND PACKAGE PRODUCTS (T) | |||||
| MATERIALS USED | RECYCLE MATERIALS USED | RECOVERED PRODUCTS AND PACKAGING MATERIALS |
|||
| PLASTIC1 | 22,431 | 4,866 | |||
| 1 Plastic present in packaging, operation and products, whose placement in the markets is Sonae MC's responsibility. | |||||
| ENERGY (MATERIAL TOPIC) | |||||
| GRI 302 | 302-1 | ||||
| Energy | Energy consumption within the organization | ||||
| ENERGY CONSUMPTION BY SOURCE (GJ) | 2019 | 2020 | |||
| FOSSIL FUELS - FLEET | 565,499 | 487,849 | |||
| FOSSIL FUELS – INSTALLATIONS | 33,959 | 27,699 | |||
| ELETRICITY CONSUMPTION | 1,494,945 | 1,514,009 | |||
| TOTAL | 2,094,402 | 2,029,557 | |||
| RENEWABLE ENERGY CONSUMPTION (GJ) | 2019 | 2020 | |||
| PRODUCED AND CONSUMED | 23,591 | 41,752 | |||
| PRODUCED AND SOLD | 27,694 | 25,864 | |||
| TOTAL | 51,285 | 67,616 | |||
| 302-3 Energy intensity |
|||||
| ENERGY INTENSITY | 2019 | 2020 | |||
| TOTAL ENERGY CONSUMPTION (GJ) | 2,094,402 | 2,029,557 | |||
| SALES AREA (SQM) | 835,000 | 864,000 | |||
| Energy intensity ratio (GJ/sqm) | 2,51 | 2,35 | |||
| 302-4 Reduction of energy consumption In 2020, we have continued our efforts to promote effi cient and fl exible energy consumption by investing in the installation of more effi cient equipment and systems, creating the conditions necessary to better monitor and manage energy consumption, and developing procedures to enhance the carried out investment. 302-5 |
Note: When data is not directly available, Sonae MC assumes that 80% of water withdrawal is discharged and 20% is consumed,
GRI 300 — ENVIRONMENTAL DISCLOSURES GRI STANDARDS DISCLOSURES AND APPLICATION BIODIVERSITY (MATERIAL TOPIC) GRI 304 Biodiversity 304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas Sonae MC does not hold facilities in areas classifi ed as zones with habitats rich in biodiversity, in its direct operations. 304-2 Signifi cant impacts of activities, products, and services on biodiversity We are working with the Science Based Targets Network in the development of a common framework for action which can be used by companies from across different industries and geographical regions. Its implementation will help companies assess their impacts on nature, defi ne priority areas of action and act in line with science. 304-3 Habitats protected or restored The Forest is threatened by current development models and, particularly in Portugal, exposed to the effects of climate change. The Sonae Forest Project represents a collective effort from the Sonae companies regarding the restoration and conservation of the Portuguese Forest. Over the next 10 years, we will reforest more than 1,100 hectares. In 2020 our businesses fi nanced the reforestation of 75 hectares, around 93,000 trees. For more information see chapter "Sustainable Development", subchapter "Key pillars of activity - Environment - Carbon Emissions". EMISSIONS (MATERIAL TOPIC) GRI 305 Emissions 305-1
| Direct (scope 1) GHG emissions |
|---|
| Response to this indicator indicator 305-3 table. |
| 305-2 |
| Indirect (scope 2) GHG emissions |
| Response to this indicator indicator 305-3 table. |
| 305-3 |
| Indirect (scope 3) GHG emissions |
| GRI STANDARDS | DISCLOSURES AND APPLICATION | ||
|---|---|---|---|
| EMISSIONS (MATERIAL TOPIC) | |||
| GRI 305 Emissions |
305-5 Reduction of GHG emissions To support the reduction of our own emissions Sonae MC developed a roadmap, tailored to its business context, based on known best practices and best technological and scientifi c knowledge. Moving to cooling equipment that uses low-impact refrigerants, investing on on-site renewable energy production and supply of renewable energy, electrifying our vehicles fl eet and advancing our efforts to promote the ecoeffi ciency of our operations are some of the measures planned to achieve our targets. For more information see chapter "Sustainable Development", subchapter "Key Pillars of Activity - Environment". |
||
| 305-6 Emissions of ozone-depleting substances In 2020, there were no emissions of ozone-depleting substances. |
|||
| 305-7 | |||
| Nitrogen oxides (NOx), sulphur dioxides (SOx) and other signifi cant air emissions EMISSIONS (t) |
2019 | 2020 | |
| TOTAL NOx EMISSIONS | 455 | 316 | |
| TOTAL SO2 EMISSIONS |
119 | 103 | |
| TOTAL CH4 EMISSIONS | - | 10 | |
| TOTAL F-GASES EMISSIONS | - | 24,051 | |
| WASTE | |||
| GRI 306 Waste |
306-1 Waste generation and signifi cant waste-related impacts Most of Sonae MC's waste is associated with its stores activity. Waste management covers not only waste produced within the scope of its activity, but also waste deposited by the Customers. Some measures implemented include: 1) the creation of specifi c areas in stores and warehouses for waste management; 2) |
separation, temporary storage and shipment of different types of waste to licensed operators; 3) separation of the organic portion of the waste and sending it for organic recovery; 4) reduction of packaging material for own brand products; 5) reuse of transport packaging; and 6) training and awareness of Employees.
| GHG EMISSIONS PER SCOPE AND SOURCE (t CO2 e) |
2019 | 2020 | |
|---|---|---|---|
| SCOPE 1 | Total GHG direct (scope 1) emissions | 52,849 | 53,401 |
| SCOPE 2 | Emissions associated with electricity consumption - market based | 115,809 | 81,570 |
| Total GHG indirect (scope 2) emissions | 115,809 | 81,570 | |
| SCOPE 3 | Emissions related to energy recovery | 119 | 35 |
| Emissions related to organic recovery | 111 | 103 | |
| Emissions related to sanitary landfi ll | 8,608 | 7,574 | |
| Total GHG indirect (scope 3) emissions | 8,838 | 7,712 | |
| TOTAL EMISSIONS (t CO2 e) |
177,496 | 142,683 | |
| 305-4 | Note: Information regarding conversion and emission factors are at the end of the GRI table, in the methodological notes section. GHG emissions intensity |
||
| EMISSIONS INTENSITY | 2019 | 2020 | |
| TOTAL GHG EMISSIONS (t CO2 e) - MARKET BASED |
177,496 | 142,683 | |
| SALES AREA ('000 SQM) | 835 | 864 | |
| GHG EMISSIONS INTENSITY RATIO (t CO2 e/SQM) |
213 | 165 |
Management of signifi cant waste-related impacts We reinforce the principles of circularity in the way we manage our activity, how we design and develop our services and products, avoiding whenever possible, single-use plastics, prioritizng the reuse and repair of materials, and, when this is not possible, directing waste to recycling.
Waste generated
| WASTE GENERATED (t) | 2019 | 2020 |
|---|---|---|
| HAZARDOUS WASTE | 90 | 63 |
| NON-HAZARDOUS WASTE | 70,646 | 72,017 |
| TOTAL WEIGHT OF WASTE GENERATED | 70,736 | 72,080 |
| GRI STANDARDS | DISCLOSURES AND APPLICATION | ||
|---|---|---|---|
| WASTE | |||
| GRI 306 Waste |
306-4 Waste diverted from disposal |
||
| WASTE DIVERTED FROM DISPOSAL (t) | 2019 | 2020 | |
| HAZARDOUS WASTE RECYCLED | NA | 63 | |
| HAZARDOUS WASTE PREPARED FOR REUSE | NA | 0 | |
| OTHER RECOVERY OPERATIONS OF HAZARDOUS WASTE | NA | 0 | |
| TOTAL HAZARDOUS WASTE DIVERTED FROM DISPOSAL | 90 | 63 | |
| NON-HAZARDOUS WASTE RECYCLED | 38,526 | 42,939 | |
| NON-HAZARDOUS WASTE PREPARED FOR REUSE | 0 | 0 | |
| OTHER RECOVERY OPERATIONS OF NON-HAZARDOUS WASTE1 | 10,838 | 10,129 | |
| TOTAL NON-HAZARDOUS WASTE DIVERTED FROM DISPOSAL | 49,364 | 53,068 | |
| 1 Composting, anaerobic digestion and energetic valorization | |||
| 306-5 Waste directed to disposal |
|||
| WASTE DIRECTED TO DISPOSAL (t) | 2019 | 2020 | |
| HAZARDOUS WASTE INCINERATED (WITH ENERGY RECOVERY) | 0 | 0 | |
| HAZARDOUS WASTE INCINERATED (WITHOUT ENERGY RECOVERY) | 0 | 0 | |
| HAZARDOUS WASTE DIRECTED TO LANDFILL | 0 | 0 | |
| OTHER DISPOSAL OPERATIONS OF HAZARDOUS WASTE | 0 | 0 | |
| TOTAL HAZARDOUS WASTE DIRECTED TO DISPOSAL | 0 | 0 | |
| NON-HAZARDOUS WASTE INCINERATED (WITH ENERGY RECOVERY) | 0 | 1,633 | |
| NON-HAZARDOUS WASTE INCINERATED (WITHOUT ENERGY RECOVERY) | 0 | 0 | |
| NON-HAZARDOUS WASTE DIRECTED TO LANDFILL | 14,676 | 17,316 | |
| OTHER DISPOSAL OPERATIONS OF NON-HAZARDOUS WASTE | 0 | 0 | |
| TOTAL WEIGHT OF WASTE DIRECTED TO DISPOSAL | 14,676 | 18,949 | |
| NUMBER | RATE | ||||
|---|---|---|---|---|---|
| NEW HIRES | DEPARTURES | NEW HIRES | DEPARTURES | ||
| TOTAL | 16,861 | 16,163 | 47% | 45% | |
| BY GENDER | Male | 6,454 | 6 114 | 18% | 17% |
| Female | 10,407 | 10,049 | 29% | 28% | |
| BY GENDER | <30 years old | 13,462 | 12,329 | 37% | 34% |
| From 30 to 50 years old | 3,151 | 3,267 | 9% | 9% | |
| ≥50 years old | 248 | 567 | 1% | 2% | |
| BY COUNTRY | Portugal | 16,534 | 15,819 | 46% | 44% |
| Spain | 327 | 344 | 1% | 1% |
| GRI STANDARDS | DISCLOSURES AND APPLICATIONS | ||||
|---|---|---|---|---|---|
| EMPLOYMENT (MATERIAL TOPIC) | |||||
| GRI 401 | 401-1 | ||||
| Employment | New Employee hires and Employee turnover | ||||
| EMPLOYEES NEW HIRES AND DEPARTURES, IN 2020, BY GENDER, AGE GROUP AND COUNTRY | |||||
| VOLUNTARY DEPARTURES | INVOLUNTARY DEPARTURES | ||||||
|---|---|---|---|---|---|---|---|
| JOB CATEGORY | AGE GROUP | MALE | FEMALE | TOTAL | MALE | FEMALE | TOTAL |
| EXECUTIVES | <30 years old | 0 | 0 | 0 | 0 | 0 | 0 |
| From 30 to 50 years old | 0 | 1 | 1 | 0 | 0 | 0 | |
| ≥50 years old | 0 | 0 | 0 | 1 | 0 | 1 | |
| Subotal | 0 | 1 | 1 | 1 | 0 | 1 | |
| SENIOR & MIDDLE | <30 years old | 0 | 0 | 0 | 0 | 0 | 0 |
| MANAGERS | From 30 to 50 years old | 10 | 4 | 14 | 1 | 2 | 3 |
| ≥50 years old | 4 | 1 | 5 | 9 | 6 | 15 | |
| Subotal | 14 | 5 | 19 | 10 | 8 | 18 | |
| COORDINATORS | <30 years old | 2 | 3 | 5 | 0 | 1 | 1 |
| & SUPERVISORS | From 30 to 50 years old | 3 | 3 | 6 | 3 | 2 | 5 |
| ≥50 years old | 3 | 3 | 6 | 1 | 1 | 2 | |
| Subotal | 8 | 9 | 17 | 4 | 4 | 8 | |
| TECHNICIANS & SPECIALISTS |
<30 years old | 34 | 53 | 87 | 10 | 27 | 37 |
| From 30 to 50 years old | 42 | 64 | 106 | 17 | 28 | 45 | |
| ≥50 years old | 2 | 2 | 4 | 3 | 15 | 18 | |
| Subotal | 78 | 119 | 197 | 30 | 70 | 100 | |
| REPRESENTATIVES | <30 years old | 1,592 | 2,215 | 3,807 | 3,306 | 5,086 | 8,392 |
| From 30 to 50 years old | 368 | 816 | 1,184 | 586 | 1,317 | 1,903 | |
| ≥50 years old | 26 | 75 | 101 | 91 | 324 | 415 | |
| Subotal | 1,986 | 3,106 | 5 092 | 3,983 | 6,727 | 10,710 |
| TOTAL EMPLOYEES NEW HIRES AND DEPARTURES (NUMBER) | 2019 | 2020 | |
|---|---|---|---|
| TOTAL EMPLOYEES (Nº) | 34,898 | 35,900 | |
| TOTAL NEW HIRES (Nº) | 18,935 | 16,861 | |
| NEW EMPLOYEES HIRES RATE (%) | 54% | 47% | |
| DEPARTURES (Nº) | 17,735 | 16,163 | |
| EMPLOYEES DEPARTURES RATE (%) | 51% | 45% | |
| Note: does not include Go Natural restaurants |
GRI STANDARDS DISCLOSURES AND APPLICATIONS
GRI 403
Occupational health and
403-1
Occupational health and safety management system
Sonae MC does not have a formal occupational health and safety management system.
In Sonae MC, the hazard identifi cation and risk assessment procedures are carried out by the Occupational Health and Safety technicians' team. This procedure is periodically updated and analysed when new incidents occur or new procedures or machines are introduced, which may affect the level of risk. The incident investigation procedure is based on the 3 C's methodology (case analysis, identifi cation of causes and implementation of countermeasures), which is then translated into an action plan.
We believe that awareness and communication of risks and measures that must be taken by Employees, to eliminate or reduce risks to controllable levels, are a decisive step towards the improvement of existing conditions, and thus, for the improvement of the work environment.
Therefore, besides OHS training and information shared with Employees, an annual Employee consultation on OHS matters is ensured through a questionnaire, in which workers comment on all issues related to OHS. Employees' responses are analysed as a way of assessing their perception of their working conditions. Workers can also report incidents through store audits, internal platforms and applications, or by directly contacting the OHS technicians or Safety animators.
For more information see chapter "Sustainable Development", subchapter "Key pillars of activity - People".
Sonae MC has occupational health services' functions that contribute to the identifi cation and elimination of hazards and minimization of risks, namely occupational health services. These services, mandated by law, include: an admission exam, upon company entry; periodic exams, every 2 years, for all Employees between 18 and 50 years old; and annual exams for Employees under 18 or over 50 years old; occasional exams are also carried out at the request of the Employee or the company, and an obligation for all Employees who are away for more than 30 days, on return, to carry out occasional examinations.
Other services include follow-up of remodelling and opening of stores, training, procedures and safety standards, annual audit plan for all units, monitoring of claims processes (cause, participation), and ergonomic studies. All services are provided by qualifi ed OHS technicians.
| GRI 401 Employment |
401-3 Parental leave |
|||
|---|---|---|---|---|
| PARENTAL LEAVE 2020 | MALE | FEMALE | TOTAL | |
| TOTAL EMPLOYEES ENTITLED TO PARENTAL LEAVE (NO.) | 11,364 | 24,536 | 35,900 | |
| TOTAL EMPLOYEES WHO BENEFITTED FROM PARENTAL LEAVE (NO.) | 495 | 1,323 | 1,818 | |
| TOTAL EMPLOYEES WHO RETURNED TO WORK AFTER COMPLETION OF PARENTAL LEAVE (NO.) |
495 | 1,316 | 1,811 | |
| TOTAL EMPLOYEES WHO RETURNED TO WORK AFTER COMPLETION OF PARENTAL LEAVE AND CONTINUED TO WORK FOR THE COMPANY |
||||
| 12 MONTHS AFTER RETURNING (NO.) | 381 | 1,031 | 1,412 | |
| TAKE-UP RATE (%) | 4% | 5% | 5% | |
| RATE OF RETURN (%) | 100% | 99% | 100% |
For more information see chapter "Sustainable Development", subchapter "Key pillars of activity - People".
| GRI STANDARDS | DISCLOSURES AND APPLICATIONS |
|---|---|
| OCCUPATIONAL HEALTH AND SAFETY | |
| GRI 403 Occupational health and safety |
403-4 Worker participation, consultation and communication on occupational health and safety In Sonae MC an annual employee consultation on OHS matters is ensured through a questionnaire, in which workers comment on all issues related to OHS. The consultation is adapted and updated, and in 2020 there was an increased focus on the current situation of COVID-19 pandemic. Additionally, a survey on the satisfaction of accident victims is carried out regarding the activity of the insurance company. For more information see chapter "Sustainable Development", subchapter "Key pillars of activity - People". |
| 403-5 Worker training on occupational health and safety During the admission process, all workers have mandatory online training on workplace risks and emergency organization and response. In 2020, this training was focused on COVID-19 response and adaptation. Sonae MC has an internal portal where workers can fi nd various information related to Health and Safety at Work, such as Accidents at Work, Risks at the Workplace, Personal Protective Equipment, Emergency Plan, among others. Some OHS monitoring audits, carried out in the stores, are of pedagogical nature. For more information see chapter "Sustainable Development", subchapter "Key pillars of activity - People". |
|
| 403-6 Promotion of worker health When it comes to the facilitation of workers' access to non-occupational medical and healthcare services, Sonae MC has several initiatives available such as healing medicine, food and nutrition, massage, yoga and other related initiatives, that are available to all Employees. 403-7 |
|
| Prevention and mitigation of occupational health and safety impacts directly linked by business relationships |
The health and safety impacts attributable to commercial relations are not considered relevant.
Workers covered by na occupational health and safety management system Sonae MC does not have a formal occupational health and safety management system.
403-9 Work related injuries
| EMPLOYEES | MALE | FEMALE | TOTAL | |||
|---|---|---|---|---|---|---|
| WORKABLE HOURS | 20,507,129 | 43,352,122 | 63,859,251 | |||
| WORK-RELATED INJURIES | 280 | 509 | 789 | |||
| FATALITIES | 0 | 0 | 0 | |||
| WORKERS WHO ARE NOT EMPLOYEES BUT WHOSE WORK AND/OR WORKPLACE |
| IS CONTROLLED BY THE ORGANIZATION | MALE | FEMALE | TOTAL |
|---|---|---|---|
| WORK-RELATED INJURIES | 61 | 18 | 79 |
| FATALITIES | 0 | 0 | 0 |
GRI STANDARDS DISCLOSURES AND APPLICATIONS
GRI 404
Training and education
404-1
Average hours of training per year per Employee
See chapter "Sustainable Development", subchapter "Key pillars of activity - People".
Note This includes all training participants, regardless of if they were active or not in December 31st, 2020. The average of hours per job category refers to Employees in Portugal.
At Sonae MC, 89.1% of the Employees received performance and career development reviews.
| AVERAGE TRAINING HOURS PER EMPLOYEE PER YEAR | 2019 | 2020 |
|---|---|---|
| TOTAL EMPLOYEES (NO.) | 34,606 | 44,671 |
| TOTAL TRAINING HOURS (H) | 889,881 | 787,142 |
| AVERAGE NUMBER OF HOURS OF TRAINING (H/EMPLOYEE) | 26 | 18 |
| JOB CATEGORY | MALE | FEMALE | TOTAL |
|---|---|---|---|
| EXECUTIVES | 39 | 9 | 48 |
| SENIOR & MIDDLE MANAGERS | 423 | 255 | 678 |
| COORDINATORS & SUPERVISORS | 762 | 1,353 | 2,115 |
| TECHNICIANS & SPECIALISTS | 800 | 1,564 | 2,364 |
| REPRESENTATIVES | 12,955 | 26,511 | 39,466 |
| TOTAL EMPLOYEES (NO.) | 14,979 | 29,692 | 44,671 |
| GRI STANDARDS | DISCLOSURES AND APPLICATIONS | |||
|---|---|---|---|---|
| TRAINING AND EDUCATION (MATERIAL TOPIC) | ||||
| GRI 404 Training and education |
404-2 Programs for upgrading Employee skills and transition assistance programs See chapter "Sustainable Development", subchapter "Key pillars of activity - People". |
|||
| INITIATIVES AND TRAINING HOURS BY PROGRAM IN 2020 | INITIATIVES (NO.) | HOURS (NO.) | ||
| CONFERENCES & SEMINARS | 0 | 0 | ||
| SCHOOLS/ACADEMIES | 1 | 50 | ||
| MANAGEMENT | 732 | 3,622 | ||
| MANAGEMENT & LEADERSHIP | 21,299 | 18,494 | ||
| CONTINUOUS IMPROVEMENT | 1,198 | 8,137 | ||
| OCCUPATIONAL HEALTH AND SAFETY | 22,062 | 54,090 | ||
| SUSTAINABILITY | 0 | 0 | ||
| TECHNICAL | 41,451 | 63,091 | ||
| TRANSVERSAL | 756 | 4,536 | ||
| VALUES & PEOPLE | 74,316 | 635,122 | ||
| LEGAL & COMPLIANCE | 0 | 0 | ||
| TOTAL | 161,815 | 787,141 | ||
| Note: includes all participants in training sessions, regardless of whether they were actively employed on 31st December 2020. | ||||
| 404-3 Percentage of Employees receiving regular performance and career development reviews |
| JOB CATEGORY | MALE | FEMALE | TOTAL |
|---|---|---|---|
| EXECUTIVES | 463 | 129 | 592 |
| SENIOR & MIDDLE MANAGERS | 7,313 | 5,089 | 12,402 |
| COORDINATORS & SUPERVISORS | 14,917 | 18,952 | 33,869 |
| TECHNICIANS & SPECIALISTS | 20,976 | 45,229 | 66,205 |
| REPRESENTATIVES | 218,318 | 455,756 | 674,074 |
| TOTAL TRAINING HOURS (H) | 261,987 | 525,155 | 787,142 |
| JOB CATEGORY | MALE | FEMALE | TOTAL |
|---|---|---|---|
| EXECUTIVES | 12 | 14 | 12 |
| SENIOR & MIDDLE MANAGERS | 17 | 20 | 18 |
| COORDINATORS & SUPERVISORS | 20 | 14 | 16 |
| TECHNICIANS & SPECIALISTS | 26 | 29 | 28 |
| REPRESENTATIVES | 17 | 17 | 17 17 |
| AVERAGE TRAINING HOURS PER JOB CATEGORY AND BY GENDER (H/EMPLOYEE) | 17 | 18 | 18 |
Note: data does not include Employees from GO NATURAL Restaurants, nor from the Executive Committee.
| GRI 406 Non-discrimination |
406-1 Incidents of discrimination and corrective actions taken In 2020, 19 incidents of discrimination were raised. The inquiry processes carried out led to the fi ling of all cases. FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING |
|
|---|---|---|
| GRI 407 Freedom of association and collective bargaining |
407-1 Operations and Suppliers in which the right to freedom of association and collective bargaining may be at risk At Sonae MC there are no operations involving risks within the scope of the freedom of association and collective bargaining agreements. In accordance with the audit reports carried out, all of the Suppliers adopt the criteria "Freedom of association: they can be members of institutions/associations that represent their rights" accordingly. |
|
| CHILD LABOUR | ||
| GRI 408 Child Labour |
408-1 Operations and Suppliers at signifi cant risk for incidents of child labour |
At Sonae MC, as a rule, minors are not admitted. Exceptionally, minors aged between 16 and 18 years of age are admitted, and always in compliance with the law. There are no operations at risk for incidents of child labour. If a Supplier is found to be at signifi cant risk for incidents of child labour, he is put on stand-by, and is only reaccepted after an SA8000 audit carried out by an accredited entity.
| GRI 400 – SOCIAL DISCLOSURES | |||||
|---|---|---|---|---|---|
| GRI STANDARDS | DISCLOSURES AND APPLICATIONS | ||||
| FORCED OR COMPULSORY LABOUR | |||||
| GRI 409 Forced or compulsory labour |
409-1 Operations and Suppliers at signifi cant risk for incidents of forced or compulsory labour There is no forced labour at Sonae MC. If a Supplier is found to be at signifi cant risk for incidents of forced or compulsory labour, he is put on stand-by, and is only reaccepted after an SA8000 audit carried out by an accredited entity. |
||||
| SECURITY PRACTICES | |||||
| GRI 410 Security practices |
410-1 Security personnel trained in Human Rights policies or procedures Both in Portugal and Spain, all security staff who work through security companies must have a professional identifi cation, which requires obtaining and renewing training that includes matters of constitutional/ fundamental rights, ethics and deontology. |
||||
| HUMAN RIGHTS ASSESSMENT | |||||
| GRI 412 Human rights assessment |
412-1 Operations that have been subject to Human Rights reviews or impact assessments In 2020, no operation that has been subject to a Human Rights reassessment and/or impact assessment was registered in this regard. |
||||
| 412-2 Employee training on Human Rights policies or procedures In 2020, Sonae MC Employees received training related to Human Rights policies and practices as per the table: |
|||||
| FORMAL TRAINING IN COMPANY'S POLITICS AND PROCEDURES RELATED TO HUMAN RIGHTS |
2019 | 2020 | |||
| TOTAL NUMBER OF EMPLOYEES THAT RECEIVED FORMAL TRAINING ON THE POLICIES AND PROCEDURES OF THE ORGANISATION REGARDING HUMAN RIGHTS ISSUES |
15,502 | 42,020 | |||
| TOTAL NUMBER OF TRAINING HOURS IN HUMAN RIGHTS POLICIES AND PROCEDURES THAT ARE RELEVANT TO OPERATIONS |
294,519 | 368,532 | |||
| Note: includes all participants in training sessions, regardless of whether they were actively employed on 31st December 2020. | |||||
| 412-3 Signifi cant investment agreements and contracts that include Human Rights clauses or that underwent human rights screening In Sonae MC supply contracts, there is a supplier obligation clause that states "Compliance with all applicable standards and legislation pertaining to work carried out by minors, human rights and the discrimination of its Employees is prohibited, regardless of the reason". |
|||||
| LOCAL COMMUNITIES (MATERIAL TOPIC) | |||||
| GRI 413 Local Communities |
413-1 Operations with local community engagement, impact assessments, and development programs From the moment a new unit is installed, Sonae MC ensures it has the necessary conditions to cause minimal negative impact in the communities. During its operation, the Company develops several initiatives to support the local community, meeting the different needs. Oftentimes the initiatives are carried out in partnership with local entities. For more information see chapter "Sustainable Development", subchapter "Key pillars of activity - Community". |
||||
| JOB CATEGORY | AGE GROUP | MALE | FEMALE | TOTAL |
|---|---|---|---|---|
| EXECUTIVES | <30 years old | 0% | 0% | 0% |
| From 30 to 50 years old | 33% | 8% | 41% | |
| ≥50 years old | 51% | 8% | 59% | |
| Total | 84% | 16% | 100% | |
| SENIOR & MIDDLE MANAGERS | <30 years old | 0% | 0% | 1% |
| From 30 to 50 years old | 41% | 28% | 69% | |
| ≥50 years old | 20% | 10% | 30% | |
| Total | 62% | 38% | 100% | |
| COORDINATORS & SUPERVISORS | <30 years old | 4% | 8% | 12% |
| From 30 to 50 years old | 25% | 47% | 72% | |
| ≥50 years old | 7% | 9% | 17% | |
| Total | 36% | 64% | 100% | |
| TECHNICIANS & SPECIALISTS | <30 years old | 8% | 19% | 27% |
| From 30 to 50 years old | 22% | 39% | 61% | |
| ≥50 years old | 3% | 8% | 11% | |
| Total | 33% | 67% | 100% | |
| REPRESENTATIVES | <30 years old | 15% | 26% | 41% |
| From 30 to 50 years old | 12% | 33% | 45% | |
| ≥50 years old | 3% | 10% | 14% | |
| Total | 31% | 69% | 100% |
EMPLOYEES WITH DISABILITIES 157
GRI STANDARDS DISCLOSURES AND APPLICATIONS
GRI 414 and GRI 308 New Suppliers that were screened using social
and environmental
criteria
GRI 416 Customer health and safety
At Sonae MC, it is a priority to ensure the quality and safety of our own brands products, therefore we constantly control and monitor the development process. Thus, we strongly focus on four areas: (i) certifi cation of the development of our own brand products, (ii) monitoring of quality and safety, (iii) labelling, and (iv) magement of Customers feedback.
In 2020, continuing our previous efforts, we ensured the certifi cation processing of developing Sonae MC's own brands, according to the international standard for quality management NP EN ISO 9001:2008. We have a team of skilled internal and external professionals dedicated to carrying out periodic checks on products, including inspections, laboratory tests and audits, in order to ensure compliance with quality and safety standards based on the annual plans in place. In 2020, a total of 493,882 analysis for food products and 15,530 for noon food products (of which 14,080 took place in internal laboratories and 1,450 in external laboratories) were carried.
In indicator 102-44 we report the way we manage and integrate our customers' feedback.
| 414-1 e 308-1 New Suppliers that were screened using social and environmental criteria |
||
|---|---|---|
| NUMBER OF SUPPLIERS SCREENED BASED ON SOCIAL AND ENVIRONMENTAL CRITERIA | TOTAL | NOVOS |
| NATIONAL | 180 | 31 |
| FOREIGN | 313 | 84 |
| TOTAL SUPPLIERS | 493 | 115 |
| NATIONAL | 113 | 3 |
| FOREIGN | 192 | 14 |
| TOTAL QUALIFIED SUPPLIERS | 305 | 17 |
| NATIONAL (%) | 63% | 10% |
| FOREIGN (%) | 61% | 17% |
| TOTAL QUALIFIED SUPPLIERS (%) | 62% | 15% |
| NATIONAL | 55 | 1 |
| FOREIGN | 209 | 14 |
| TOTAL AUDITS PERFORMED TO SUPPLIERS | 264 | 15 |
For more information see chapter "Sustainable Development", subchapter "Key pillars of activity - Community".
| GRI STANDARDS | DISCLOSURES AND APPLICATIONS | |
|---|---|---|
| SOCIOECONOMIC AND ENVIRONMENTAL COMPLIANCE | ||
| GRI 419 Socioeconomic Compliance and GRI 307 Environmental Compliance |
419-1 and 307-1 Non-compliance with laws and regulations in the social, economic and environmental area The Sonae Group considers that a signifi cant fi ne is one in which the monetary value is higher than or equal to 12,000 Euro. This fi gure corresponds to the minimum administrative fi ne for committing a serious environmental offense (Law number 114/2015, of 28 August). |
|
| NON-COMPLIANCE WITH LAWS AND REGULATIONS IN THE SOCIAL, ECONOMIC AND ENVIRONMENTAL AREA |
2020 | |
| TOTAL MONETARY VALUE OF SIGNIFICANT FINES - ECONOMIC AREA (€) | 9,745 | |
| TOTAL NUMBER OF NON-MONETARY SANCTIONS | 8 | |
| TOTAL MONETARY VALUE OF SIGNIFICANT FINES - SOCIAL AREA (LABOUR) (€) | 0 | |
| TOTAL NUMBER OF NON-MONETARY SANCTIONS | 0 | |
| TOTAL MONETARY VALUE OF SIGNIFICANT FINES - ENVIRONMENTAL AREA (€) | 0 | |
| TOTAL NUMBER OF NON-MONETARY SANCTIONS | 0 |
| Labour Practices - FB-FR-310a.3 (Food retailers & distributors) | ||||
|---|---|---|---|---|
| GRI INDICATORS MATCH TABLE | |||
|---|---|---|---|
| GRI | ODS | UNGC | SASB |
| 305-5 | 8, 9 | ||
| 305-6 | 7, 8 | ||
| 305-7 | 7, 8 | ||
| 306-1 | 8 | ||
| 306-2 | 8 | ||
| 306-3 | 8 | ||
| 306-4 | 8 | ||
| 306-5 | 8 | ||
| 401-3 | 6 | ||
| 403-1 | |||
| 403-2 | |||
| 403-3 | |||
| 403-4 | |||
| 405-5 | |||
| 403-6 | |||
| 403-7 | |||
| 403-8 | |||
| 403-9 | |||
| 404-1 | 6 | ||
| 404-2 | |||
| 404-3 | 6 | ||
| 405-2 | 6 | ||
| 406-1 | 6 | ||
| 407-1 | 3 | ||
| 408-1 | 5 | ||
| 409-1 | 4 | ||
| 412-3 | 5, 8, 16 | ||
| 416-1 | |||
| 417-1 | Product Health & Nutrition - FB-FR-260a.2 (Food Retailers & distributors) | ||
| 419-1 and 307-1 |
Labour Practices - FB-FR-310a.3 (Food retailers & distributors) |
| GRI INDICATORS MATCH TABLE | |||
|---|---|---|---|
| GRI | ODS | UNGC | SASB |
| 102-8 | 6 | ||
| 102-1 | 19 | ||
| 102-41 | 3 | Labour Practices - FB-FR-310a.2 (Food retailers & distributors) | |
| 201-1 | |||
| 201-2 | |||
| 202-2 | 6 | ||
| 203-1 | |||
| 203-2 | |||
| 204-1 | |||
| 205-1 | 10 | ||
| 205-2 | 10 | ||
| 205-3 | 10 | ||
| 301-1 | 7, 8 | ||
| 301-3 | 8 | ||
| 302-1 | 7, 8 | Energy management - IF-RE-130a.2 (Real Estate) Energy management - FB-FR-130a.1 (Food retailers & distributors) Environmental Footprint of Hardware Infrastructure - TC-SI-130a.1 (Software & IT Services) |
|
| 302-2 | 7, 8 | ||
| 302-3 | 8 | ||
| 302-4 | 8, 9 | ||
| 302-5 | 8, 9 | ||
| 303-1 | 7, 8 | ||
| 303-2 | 7, 8 | ||
| 303-3 | 8 | Water management - IF-RE-140a.2 (Real Estate) Environmental Footprint of Hardware Infrastructure - TC-SI-130a.1 (Software & IT Services) |
|
| 303-4 | 8 | ||
| 303-5 | 8 | ||
| 304-1 | 8 | ||
| 304-2 | 8 | ||
| 304-3 | 8 | ||
| 305-1 | 7, 8 | Air emissions from refrigeration - FB-FR-110b.1 (Food retailers & distributors) | |
| 305-2 | 7, 8 | ||
| 305-3 | 7, 8 | ||
| 305-4 | 8 |
| Landfi ll | t CO² /t Resíduo |
0,0214 | 0,0213 | 2019: defra (2019). greenhouse gas reporting - conversion factors 2019 |
|---|---|---|---|---|
| Energy recovery | t CO² /t Resíduo |
0,0102 | 0,0102 | 2020: defra (2020). greenhouse gas reporting - conversion factors 2020 |
| Organic recovery | t CO² /t Resíduo |
0,5865 | 0,4374 | |
The values in the GRI table associated with indicator 305-7 were calculated using the following conversion factors:
| ENERGY | UNIT | NOx | SO2 | SOURCE |
|---|---|---|---|---|
| Diesel | kg/GJ | 0,8 | 0,21 | IPCC 2006 |
| Gasoline | kg/GJ | 0,6 | 0,075 | IPCC 2006 |

| A. Consolidated statements of fi nancial position | ||
|---|---|---|
| as at 31 december 2020 and 2019 | 94 | |
| B. Consolidated income statements | ||
| for the periods ended 31 december 2020 and 2019 | 96 | |
| C. Consolidated statements of comprehensive income | ||
| for the periods ended 31 december 2020 and 2019 | 97 | |
| D. Consolidated statements of changes in equity | ||
| for the periods ended 31 december 2020 and 2019 | 98 | |
| E. Consolidated statement of cash fl ows | ||
| for the periods ended 31 december 2020 and 2019 | 100 | |
| 1. Introduction | 101 | |
| 2. Principal accounting policies | 102 | |
| 3. Financial risk management | 118 | |
| 4. Discontinued activities | 122 | |
| 5. Financial instruments by class | 123 | |
| 6. Property, plant and equipment | 125 | |
| 7. Intangible assets | 128 | |
| 8. Right-of-use assets | 129 | |
| 9. Goodwill | 130 | |
| 10. Joint ventures and associated companies | 131 | |
| 11. Financial assets at fair value through profi t and loss | ||
| and other investments | 135 | |
| 12. Other non-current assets | 136 | |
| 13. Inventories | 136 | |
| 14. Trade receivables | 137 | |
| 15. Other receivables | 138 | |
| 16. Other tax assets and liabilities | 138 | |
| 17. Income tax | 139 | |
| 18. Other current assets | 139 |
208 REPORT AND OPINION OF THE STATUTORY AUDIT BOARD

| 19. Deferred taxes | 140 |
|---|---|
| 20. Cash and cash equivalents | 143 |
| 21. Capital | 143 |
| 22. Non-controlling interests | 143 |
| 23. Loans | 146 |
| 24. Derivatives | 148 |
| 25. Other non-currents liabilities | 148 |
| 26. Share based payment | 149 |
| 27. Trade payables | 150 |
| 28. Other payables | 151 |
| 29. Other current liabilities | 151 |
| 30. Provisions and impairment losses | 152 |
| 31. Reconciliation of liabilities arising from fi nancing activities | 153 |
| 32. Contingent assets and liabilities | 153 |
| 33. Operational lease - Lessor | 155 |
| 34. Revenue | 155 |
| 35. Net fi nancial expenses | 156 |
| 36. Other income | 156 |
| 37. External supplies and services | 157 |
| 38. Employee benefi t expense | 157 |
| 39. Other expenses | 157 |
| 40. Income tax expense | 158 |
| 41. Related parties | 159 |
| 42. Earnings per share | 161 |
| 43. Cash receipts and cash payments of investments | 161 |
| 44. Approval of fi nancial statements | 161 |
| 45. Group companies included in the Consolidated fi nancial statements 162 | |
| 46. Subsequent Events | 164 |
| 13. Reconciliation of liabilities arising | |
|---|---|
| from fi nancing activities | 190 |
| 14. Other creditors | 190 |
| 15. Other current liabilities | 190 |
| 16. Provisions and accumulated impairment losses | 191 |
| 17. Contingent liabilities | 192 |
| 18. Related entities | 193 |
| 19. Financial income and expenses | 195 |
| 20. External services and supplies | 196 |
| 21. Staff costs | 196 |
| 22. Earnings per share | 196 |
| 23. Information required by law | 197 |
| 24. Subsequent events | 199 |
| 25. Approval of the separate fi nancial statements | 199 |
| A. Separate statements of fi nancial position | |||||
|---|---|---|---|---|---|
| as at 31 december 2020 and 2019 | 167 | ||||
| B. Separate profi t and loss statements | |||||
| for the periods ended 31 december 2020 and 2019 | 168 | ||||
| C. Separate statements of changes in equity | |||||
| for the periods ended 31 december 2020 and 2019 | 169 | ||||
| D. Separate statements of cash fl ows | |||||
| for the periods ended 31 december 2020 and 2019 | 170 | ||||
| 1. Introduction | 171 | ||||
| 2. Main accounting policies | 172 | ||||
| 3. Risk management | 178 | ||||
| 4. Financial instruments by classes | 180 | ||||
| 5. Investments | 181 | ||||
| 6. Other non-current assets 6. Other non-current |
184 | ||||
| 7. Other debtors Other debtors |
184 | ||||
| 8. Income tax | 185 | ||||
| 9. Other current assets Other current |
186 | ||||
| 10. Cash fl ow statement | 187 | ||||
| 11. Equity | 188 | ||||
| 12. Bonds and bank loans | 188 | ||||
| UNAUDITED AMOUNTS | |||||
|---|---|---|---|---|---|
| (AMOUNTS EXPRESSED IN EURO) | NOTES | 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 PRO FORMA |
31 DEC 2019 PRO FORMA |
| ASSETS | |||||
| NON-CURRENT ASSETS | |||||
| Property, plant and equipment | 6 | 1,376,054,222 | 1,346,281,271 | 1,376,054,222 | 1,346,281,271 |
| Intangible assets | 7 | 257,794,885 | 261,231,849 | 257,794,885 | 261,231,849 |
| Right-of-use assets | 8 | 959,686,479 | 898,438,645 | 959,686,479 | 898,438,645 |
| Goodwill | 9 | 462,335,419 | 469,424,119 | 462,335,419 | 469,424,119 |
| Investments in joint ventures and associates | 10 | 4,067,808 | 4,437,916 | 4,067,808 | 4,437,916 |
| Assets at fair value through pro t and loss | 5 and 11 | 15,583,705 | 17,247,851 | 15,583,705 | 17,247,851 |
| Deferred tax assets | 19 | 273,911,572 | 256,228,882 | 273,911,572 | 256,228,882 |
| Income tax assets | 17 | 4,489,601 | 4,489,601 | 4,489,601 | 4,489,601 |
| Other non-current assets | 5 and 12 | 9,035,366 | 10,763,959 | 9,035,366 | 10,763,959 |
| Total Non-Current Assets | 3,362,959,057 3,268,544,093 3,362,959,057 3,268,544,093 | ||||
| CURRENT ASSETS | |||||
| Inventories | 13 | 395,898,596 | 407,431,039 | 395,898,596 | 407,431,039 |
| Trade receivables | 5 and 14 | 55,372,877 | 98,402,123 | 52,693,915 | 43,058,975 |
| Other receivables | 5 and 15 | 68,163,751 | 77,059,454 | 68,163,751 | 77,059,454 |
| Income tax assets Income tax assets |
17 | 31,070,269 | 43,121,953 | 31,070,269 | 43,121,953 |
| Other tax assets | 16 | 23,363,975 | 25,346,830 | 23,363,975 | 25,346,830 |
| Other current assets | 18 | 36,584,929 | 30,704,431 | 36,584,929 | 30,704,431 |
| Other investments | 5 and 11 | 2,663,026 | 394,309 | 2,561,812 | 117,866 |
| Cash and bank balances | 5 and 20 | 194,423,583 | 77,339,624 | 192,899,749 | 89,050,845 |
| Total Current Assets | 807,541,006 | 759,799,763 | 803,236,996 | 715,891,393 | |
| Assets classi ed as held for sale | – | 27,500,462 | – | 27,500,462 | |
| TOTAL EQUITY | 4,170,500,063 4,055,844,318 4,166,196,053 4,011,935,948 | ||||
| EQUITY AND LIABILITIES | |||||
| EQUITY | |||||
| Share capital | 21 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 |
| Legal reserve | 186,480,406 | 177,949,491 | 186,480,406 | 177,949,491 | |
| Reserves and retained earnings | (536,028,499) | (590,179,221) | (536,028,499) | (590,179,221) | |
| Pro t/(Loss) for the period attributable to the equity holders | 143,349,796 | 132,300,259 | 143,349,796 | 132,300,259 | |
| of the Parent Company | |||||
| Equity attributable to the equity holders of the Parent Company | 793,801,703 | 720,070,529 | 793,801,703 | 720,070,529 | |
| Equity attributable to non-controlling interests | 22 | 49,963,472 | 54,735,349 | 49,963,472 | 54,735,349 |
| TOTAL EQUITY | 843,765,175 | 774,805,878 | 843,765,175 | 774,805,878 | |
| LIABILITIES | |||||
| NON-CURRENT LIABILITIES | |||||
| Loans | 5 and 23 | 333,973,644 | 407,666,667 | 333,973,644 | 407,666,667 |
| Bonds | 5 and 23 | 321,021,071 | 252,163,176 | 321,021,071 | 252,163,176 |
| Other loans | 5 and 23 | – | 956 | – | 956 |
| Lease liabilities | 8 | 1,012,760,194 | 930,393,296 | 1,012,760,194 | 930,393,296 |
| Other non-current liabilities | 5 and 25 | 22,671,960 | 22,719,068 | 22,671,960 | 22,719,068 |
| Deferred tax liabilities | 19 | 356,491,211 | 330,530,672 | 356,491,211 | 330,482,265 |
| Provisions Provisions |
30 | 6,334,819 | 9,418,605 | 6,334,819 | 9,418,605 |
| Total Non-Current Liabilities | 2,053,252,899 1,952,892,440 2,053,252,899 1,952,844,033 | ||||
| CURRENT LIABILITIES | |||||
| Loans | 5 and 23 | 3,840,276 | 16,847,781 | 3,840,276 | 16,847,781 |
| Bonds | 5 and 23 | – | 2,996,380 | – | 2,996,380 |
| Other loans | 5, 23 and 24 | 1,237,721 | 430,711 | 533,244 | 146,386 |
| Lease liabilities | 8 | 80,149,904 | 75,998,767 | 80,149,904 | 75,998,767 |
| Trade payables | 5 and 27 | 794,952,544 | 870,957,571 | 792,337,401 | 828,570,918 |
| Other payables | 5 and 28 | 85,785,832 | 76,568,322 | 85,785,832 | 76,568,322 |
| Income tax liabilities | 17 | 49,667,807 | 50,200,397 | 49,667,807 | 50,200,397 |
| Other tax liabilities | 16 | 70,551,250 | 73,346,098 | 70,545,798 | 73,340,631 |
| Other current liabilities Other current liabilities |
29 | 185,935,107 | 160,238,232 | 184,956,168 | 159,054,715 |
| Provisions | 30 | 1,361,548 | 561,741 | 1,361,548 | 561,741 |
| Total Current Liabilities | 1,273,481,989 1,328,146,000 1,269,177,979 1,284,286,038 | ||||
| TOTAL LIABILITIES | 3,326,734,888 3,281,038,440 3,322,430,878 3,237,130,070 | ||||
| TOTAL EQUITY AND LIABILITIES | 4,170,500,063 4,055,844,318 4,166,196,053 4,011,935,948 | ||||
| The accompanying notes are part of these consolidated fi nancial statements. |
95
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS)
The accompanying notes are part of these consolidated fi nancial statements.
| (AMOUNTS EXPRESSED IN EURO) | NOTES | 31 DEC 2020 | 31 DEC 2019 |
|---|---|---|---|
| Sales | 34 | 5,046,752,342 | 4,573,923,275 |
| Services rendered | 34 | 105,757,415 | 128,090,850 |
| Gains and losses on investments | (466) | 93,503 | |
| Other income | 36 | 88,103,080 | 86,472,011 |
| Cost of goods sold and materials consumed | 13 | (3,619,907,407) | (3,288,062,137) |
| External supplies and services | 37 | (442,879,013) | (399,530,587) |
| Employee bene ts expense | 38 | (605,323,125) | (570,821,703) |
| Other expenses | 39 | (51,768,866) | (49,603,888) |
| Depreciation and amortisation expenses | 6, 7 and 8 | (253,599,798) | (243,764,969) |
| Impairment losses | 30 | (13,387,982) | (3,563,918) |
| Provisions | 30 | 100,194 | 17,269 |
| Pro t from continuing operations before interests, dividends, share of pro t or loss of joint ventures and associates and tax |
253,846,374 | 233,249,706 | |
| Dividends received during the year | 100,488 | 100,450 | |
| Share of pro t or loss of joint ventures and associates | 10.3 | 887,457 | 502,548 |
| Financial income | 35 | 11,551,523 | 4,798,602 |
| Financial expense | 35 | (90,009,245) | (79,089,148) |
| Pro t from continuing operations before tax | 176,376,597 | 159,562,158 | |
| Income tax expense | 40 | (31,897,980) | (22,174,612) |
| Pro t from continuing operations for the period | 144,478,617 | 137,387,546 | |
| Pro t/(Loss) from descontinued operations after taxation | 4 | 3,955,455 | 504,843 |
| CONSOLIDATED PROFIT/(LOSS) FOR THE PERIOD | 148,434,072 | 137,892,389 | |
| ATTRIBUTABLE TO OWNERS OF THE COMPANY: | |||
| Continuing operations | 139,394,341 | 131,795,416 131,795,416 |
|
| Discontinued operations | 3,955,455 | 504,843 504,843 |
|
| 143,349,796 | 132,300,259 | ||
| ATTRIBUTABLE TO NON-CONTROLLING INTERESTS: | |||
| Continuing operations | 5,084,276 | 5,592,130 | |
| Discontinued operations | – | – | |
| 5,084,276 | 5,592,130 | ||
| PROFIT/(LOSS) PER SHARE | |||
| FROM CONTINUING OPERATIONS | |||
| Basic | 42 | 0.139394 | 0.131795 |
| Diluted | 42 | 0.139394 | 0.131795 0.131795 |
| FROM DESCONTINUED OPERATIONS | |||
| Basic | 42 | 0.003955 | 0.000505 |
| Diluted | 42 | 0.003955 | 0.000505 |
The accompanying notes are part of these consolidated fi nancial statements.
FOR THE PERIODS ENDED 31 DECEMBER 2020 AND 2019
96 97
| (AMOUNTS EXPRESSED IN EURO) | NOTES | 31 DEC 2020 | 31 DEC 2019 |
|---|---|---|---|
| Net Pro t / (Loss) for the period | 148,434,072 | 137,892,389 | |
| ITEMS THAT MAY BE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS: | |||
| Exchange differences arising on translation of foreign operations | 6,205,496 | 776,207 | |
| Participation in other comprehensive income (net of tax) related to joint ventures and associated companies included in consolidation by the equity method |
10.3 | – | 4,730 |
| Changes in hedge and fair value reserves | 2,951,726 | (575,833) | |
| Income tax relating with other components of comprehensive income | 118,855 | 80,199 | |
| Others | (40,386) | 71,895 | |
| Other comprehensive income for the period | 9,235,691 | 357,198 | |
| ITEMS THAT WERE RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS: | |||
| Exchange differences arising on translation of foreign operations related to discontinued operations | 4 | (5,470,151) | – |
| (5,470,151) | – | ||
| TOTAL OTHER COMPREHENSIVE INCOME FOR THE PERIOD | 3,765,540 | 357,198 | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 152,199,612 | 138,249,587 | |
| ATTRIBUTABLE TO: | |||
| Equity holders of parent company | 146,322,794 | 132,747,518 | |
| Non controlling interests | 5,876,818 | 5,502,069 | |
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS) (TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS)
| RESERVES AND RETAINED EARNINGS | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (AMOUNTS EXPRESSED IN EURO) | SHARE CAPITAL | LEGAL RESERVE | CURRENCY TRANSLATION RESERVE |
HEDGING RESERVE | OTHER RESERVES AND RETAINED EARNINGS |
TOTAL OF RESERVES AND RETAINED EARNINGS |
NET PROFIT/ (LOSS) | TOTAL | NON CONTROLLING CONTOLLING INTERESTS |
TOTAL EQUITY |
| ATTRIBUTABLE TO EQUITY HOLDERS OF PARENT COMPANY | (NOTE 22) | |||||||||
| Balance as at 1 January 2019 Published | 1,000,000,000 | 174,887,958 | 6,494,942 | 110,162 | (1,100,598,341) | (1,093,993,237) | 648,954,594 | 729,849,315 | 31,145,956 | 760,995,271 |
| Impact of IFRS 16 application | – | – | – | – | (58,940,863) | (58,940,863) | (6,955,069) | (65,895,932) | (2,137,597) | (68,033,529) |
| BALANCE AS AT 1 JANUARY 2019 RESTATED | 1,000,000,000 | 174,887,958 | 6,494,942 | 110,162 | (1,159,539,204) | (1,152,934,100) | 641,999,525 | 663,953,383 | 29,008,359 | 692,961,742 |
| Total compreensive income for the period | – | – | 776,207 | (425,789) | 96,841 | 447,259 | 132,300,259 | 132,747,518 | 5,502,069 | 138,249,587 |
| Appropriation of pro t of 2018 | ||||||||||
| Transfer to legal reserves and retained earnings | – | 3,061,533 | – | – | 638,937,992 | 638,937,992 | (641,999,525) | – | – | – |
| Dividends distributed (Note 22) | – | – | – | – | (75,000,000) | (75,000,000) | – | (75,000,000) | (2,027,573) | (77,027,573) |
| Income distribution | – | – | – | – | – | – | – | – | (236,205) | (236,205) |
| Aquisitions of af liated companies | – | – | – – |
– – |
– | – | – | – | 20,442,727 | 20,442,727 |
| Capital increase | – | – | – | – | – | – | – | – | 127,506 | 127,506 |
| Others | – | – | – | – | (1,630,372) | (1,630,372) | – | (1,630,372) | 1,918,466 | 288,094 |
| BALANCE AS AT 31 DECEMBER 2019 | 1,000,000,000 | 177,949,491 | 7,271,149 | (315,627) | (597,134,743) | (590,179,221) | 132,300,259 | 720,070,529 | 54,735,349 | 774,805,878 |
| Balance as at 1 January 2020 | 1,000,000,000 | 177,949,491 | 7,271,149 | (315,627) | (597,134,743) | (590,179,221) | 132,300,259 | 720,070,529 | 54,735,349 | 774,805,878 |
| Total comprehensive income for the period | – | – | 735,327 | 2,275,504 | (37,833) | 2,972,998 | 143,349,796 | 146,322,794 | 5,876,818 | 152,199,612 |
| Appropriation of pro t of 2019 | ||||||||||
| Transfer to legal reserves and retained earnings | – | 8,530,915 | – | – | 123,769,344 | 123,769,344 | (132,300,259) | – | – | – |
| Dividends distributed (Note 22) | – | – | – | – | (75,000,000) | (75,000,000) | – | (75,000,000) | (5,224,091) | (80,224,091) |
| Income distribution | – | – | – | – | – | – | – | – | (424,368) | (424,368) |
| Aquisitions of af liated companies | – | – | – | – | 2,500,821 | 2,500,821 | – | 2,500,821 | (2,900,821) | (400,000) |
| Capital decrease | – | – | – | – | – | – | – | (2,000,000) | (2,000,000) | |
| Others | – | – | – | – | (92,441) | (92,441) | – | (92,441) | (99,415) | (191,856) |
| BALANCE AS AT 31 DECEMBER 2020 | 1,000,000,000 | 186,480,406 | 8,006,476 | 1,959,877 | (545,994,852) | (536,028,499) | 143,349,796 | 793,801,703 | 49,963,472 | 843,765,175 |
The accompanying notes are part of these consolidated fi nancial statements.
98
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS)
FOR THE PERIODS ENDED 31 DECEMBER 2020 AND 2019
The accompanying notes are part of these consolidated fi nancial statements.
Sonae MC, SGPS, S.A., formerly referred to as Sonae Investimentos, SGPS, S.A., has its head-offi ce at Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Portugal, and is the parent company of a group of companies, as detailed in Notes 10, 11 and 45 as Sonae MC Group ("Sonae MC").
This context had different impacts on the activity of each of the group's businesses, with different levels of intensity depending on the sector in which they operate, and which naturally required an adaptation of the respective operations.
At Sonae, from the very beginning, a specifi c governance model was implemented to manage this crisis, led by the Sonae SGPS Executive Committee in alignment with the CEO's of the various businesses. The impacts on each business were regularly monitored and contingency plans were implemented covering the entire organization, from the operational areas to the central structures.
Since mid-March 2020, mandatory actions have been defi ned and communicated to all employees regarding: work trips; participation in congresses, fairs, exhibitions and extended training sessions; among many others. With regards to operations, and in order to ensure the health of employees, partners and customers, essential measures have been implemented, such as the hygiene of the spaces, the use of personal protective equipment, or limiting the number of people per m2. In all functions when feasible, remote work was implemented, which impacted more than 6,000 employees. In addition, in all group companies fully controlled by Sonae in Portugal, it was decided not to use the simplifi ed lay-off mechanism as a way of ensuring the full income of employees in this diffi cult context and to comply with the company's social mission. In the case of food retail, an extraordinary monetary amount was also awarded to store and warehouse employees, in recognition of their willingness to provide an essential service to Portuguese families (Note 37 and 38).
FOR THE YEAR ENDED 31 DECEMBER 2020 AND 2019 (TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS) (AMOUNTS STATED IN EUROS)
Throughout the year, several initiatives were carried out to provide general support to institutions (hospitals, municipalities, support centers) through the donation of food.
The following is a summary of the main impacts and initiatives by business.
| (AMOUNTS EXPRESSED IN EURO) | NOTES | 31 DEC 2020 | 31 DEC 2019 |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Receipts from customers | 5,251,024,294 | 4,725,804,273 | |
| Payments to suppliers | (4,124,404,719) | (3,629,311,728) | |
| Payments to employees | (597,495,389) | (560,885,046) | |
| Cash ow generated by operations | 529,124,186 | 535,607,499 | |
| Income taxes (paid) / received | (11,679,740) | 2,492,870 | |
| Other cash receipts and (payments) relating to operating activities | (12,212,340) | (18,410,075) | |
| NET CASH FLOW FROM OPERATING ACTIVITIES (1) | 505,232,107 | 519,690,295 | |
| INVESTMENT ACTIVITIES | |||
| CASH RECEIPTS ARISING FROM | |||
| Investments | 518,314 | 819,547 | |
| Property, plant and equipment | 54,573,715 | 29,368,863 | |
| Intangible assests | 7,311,560 | 4,211,695 | |
| Interests and similar income | 1,446,484 | 1,638,422 | |
| Dividends | 1,358,052 | 1,204,625 1,204,625 |
|
| 65,208,125 | 37,243,152 | ||
| CASH PAYMENTS ARISING FROM: | |||
| Investments | 43 | (1,924,290) | (59,851,932) |
| Property, plant and equipment | (175,054,525) | (212,752,665) | |
| Intangible assets | (23,309,999) | (24,049,166) | |
| (200,288,814) | (296,653,763) | ||
| NET CASH USED IN / GENERATED BY INVESTMENT ACTIVITIES (2) | (135,080,689) | (259,410,611) | |
| FINANCING ACTIVITIES | |||
| RECEIPTS ARISING FROM: | |||
| Loans obtained | 31 | 3,863,282,112 | 5,168,237,000 |
| Capital increases, additional paid in capital and share premiums | − | 3,956,767 | |
| 3,863,282,112 | 5,172,193,767 | ||
| PAYMENTS ARISING FROM: | |||
| Lease liabilities | (138,912,784) | (128,094,863) | |
| Loans obtained | 31 | (3,883,097,333) | (5,214,529,877) |
| Interests and similar charges | (11,766,901) | (13,471,965) | |
| Reimbursement of capital and paid in capital | (2,000,000) | − | |
| Dividends | (80,648,460) | (77,263,778) (77,263,778) |
|
| (4,116,425,478) (5,433,360,483) | |||
| NET CASH USED IN FINANCING ACTIVITIES (3) | (253,143,366) | (261,166,716) | |
| Net increase (decrease) in cash and cash equivalents (5) = (1) + (2) + (3)+ (4) | 117,008,052 | (887,032) | |
| Effect of foreign exchange rate | 52,902 | (343) | |
| Effect of discontinued operations | 24,695 | − | |
| Cash and cash equivalents at the beginning of the period | 20 | 77,325,668 | 78,212,357 |
| Cash and cash equivalents at the end of the period | 20 | 194,280,818 | 77,325,668 |
Food retail registered a growing demand fl ow driven by an increase in in-home consumption (in detriment of restaurant visits).
2020 was a year marked by the covid-19 pandemic and the consequent restrictive measures on the mobility of people imposed by several governments around the world, which included lockdown measures, time restrictions and/or closure of commercial spaces. 2020
As for fi nancing, in compliance with internal policies and given the context of enormous uncertainty, Sonae MC started to prioritize the increase of the Group's liquidity, the reduction of the amortizations foreseen for the coming years and the increase of the average maturity of the debt. In this sense, in 2020, more than 330 million euros in fi nancing were formalized. Sonae currently has a strong liquidity position and no additional fi nancing needs are foreseen for the next 18 months, nor is there any expectation of default in the current fi nancial covenants existing in any company in the portfolio.
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS)
› The approval of the fi rst vaccines for COVID-19 by the end of 2020 has renewed optimism about the end of the current health crisis, which could signal a faster economic recovery. However, the emergence of new waves of infection in several countries since the end of last year, associated with the discovery of new strains of the virus with a higher transmissibility rate and more aggressive, have put the health systems under pressure again, and in particular the Intensive Care Units, leading to the reintroduction of restrictions and new periods of generalized confi nement of the population, in several parts of the world.
› In terms of projecting future impacts, in general, the macroeconomic context remains uncertain and intrinsically dependent on the control of the epidemiological situation and the intervention of Governments, both in terms of compliance with vaccination plans and in terms of the support made available to economic agents. Sonae MC will continue to implement all measures deemed appropriate to minimize its impacts, in line with the recommendation of the competent authorities and in the best interests of all our stakeholders.
The principal accounting policies adopted in preparing the accompanying consolidated fi nancial statements are described below. These policies have been consistently applied in comparative periods.
The accompanying consolidated fi nancial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union and applicable to economic periods beginning on 1 January 2020, issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the IFRS Interpretations Committee ("IFRS - IC") or by the previous Standing Interpretations Committee ("SIC"), as adopted by the European Union as at the consolidated fi nancial statements issuance date.
The accompanying consolidated fi nancial statements have been prepared from the books and accounting records of the company and subsidiaries, joint ventures and associates companies, adjusted in the consolidation process, on a going concern basis. In preparing the consolidated fi nancial statements, the Group used the historical cost adjusted, when applicable, to measure the fair value of i) fi nancial assets at fair value through profi t or loss, ii) fi nancial assets at fair value through other comprehensive income and iii) investment properties measured at fair value.
The preparation of the consolidated fi nancial statements according to IFRS requires the use of estimates, assumptions and critical judgments in the process of determining the accounting policies to be adopted by the Entity, with a signifi cant impact on the book value of assets and liabilities, as well as income and expenses of the period.
Although these estimates are based on the best experience of the Board of Directors and their best expectations regarding current and future events and actions, current and future results may differ from these estimates. Areas that involve a greater degree of judgment or complexity, or areas where assumptions and estimates are signifi cant are presented in Note 2.21.
Additionally, for fi nancial reporting purposes, fair value measurement is categorized in Level 1, 2 and 3, according to the level in which the used assumptions are observable and its signifi cance for estimating the fair value, used in the measurement of assets/liabilities or for disclosure purposes.
102|103 financial statements
Level 1 Fair value is determined based on active market prices for identical assets/liabilities;
Level 3 Fair value measurements derived from valuation techniques, whose main inputs are not based on observable market data.
| NEW STANDARDS, AMENDMENTS TO STANDARDS AND INTERPRETATIONS EFFECTIVE ON 1 JANUARY 2020 |
AMENDMENT | EFFECTIVE DATE (FOR FINANCIAL YEARS BEGINING ON OR AFTER) |
|---|---|---|
| IFRS 3 Business combinations |
Amendments to improve the de nition of a business | 01-Jan-20 |
| IFRS 9, IAS 39 and IFRS 7 Interest Rate Benchmark Reform |
The amendments provide temporary and narrow exemptions to the hedge accounting requirements so that companies can continue to meet the requirements assuming that the existing interest rate benchmarks are not altered because of the interbank offered rate reform |
01-Jan-20 |
| IAS 1 and IAS 8 De nition of Material |
The amendments clarify and align the de nition of 'material' and provide guidance to help improve consistency in the application of that concept whenever it is used in IFRS Standards |
01-Jan-20 |
| References to the Conceptual Framework in IFRS Standards |
Amendments to some IFRS regarding cross-references and clari cations on the application of the new de nitions of assets / liabilities and expenses / income |
01-Jan-20 |
| IFRS 16 Leases Covid 19 - Related Rent Concessions |
Covid-19-Related Rent Concessions exempts lessees from having to consider individual lease contracts to determine whether rent concessions occurring as a direct consequence of the covid-19 pandemic are lease modi cations and allows lessees to account for such rent concessions as if they were not lease modi cations |
01-Jun-20 |
Up to the date of approval of these consolidated fi nancial statements, the European Union endorsed the following standards, interpretations, amendments and revisions some of which become mandatory during the year 2020:
Level 2 Fair value is determined based on other data other than market prices identifi ed in Level 1, but they are possible to be observable; and Fair value prices
| AMENDMENTS TO STANDARDS THAT BECOME EFFECTIVE ON OR AFTER 1 JANUARY 2021, ALREADY ENDORSED BY THE UE |
AMENDMENT | EFFECTIVE DATE (FOR FINANCIAL YEARS BEGINING ON OR AFTER) |
|---|---|---|
| IFRS 4 Insurance Contracts – deferral of IFRS 9 |
End of the deferral of the beginning of the application of IFRS 9 for entities with insurance activity, postponed to 1 January 2023 |
01-Jan-21 |
| IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 |
Additional exemptions related to the impacts of the reform of the reference interest rates ("IBOR"), and especially the replacement of a reference interest rate by another alternative in the nancial instruments traded |
01-Jan-21 |
These standards were applied by the Group in 2020. The Group carried out an analysis of the changes introduced and their impact on the fi nancial statements and concluded that the application of those standards did not produce material effects in the fi nancial statements. As for the amendment to IFRS 16, the Group has anticipated the adoption of the practical expedient provided in the standard, so the subsidies granted by the lessors under COVID-19 do not represent a modifi cation to the accounting leases.
› Up to the date of approval of these consolidated fi nancial statements, the following standards, interpretations, amendments and revisions have been endorsed by the European Union and are binding for future economic years:
The Group did not proceed with the early implementation of any of these standards in the fi nancial statements for the year ended 31 December 2020 due to the fact that their application is not mandatory. No signifi cant impacts are expected on the fi nancial statements resulting from their adoption.
The following standards, interpretations, amendments and revisions were not at to the date of approval of these consolidated fi nancial statements endorsed by the European Union:
| STANDARDS (NEW AND AMENDED) THAT BECOME EFFECTIVE ON OR AFTER 1 JANUARY 2021, NOT YET ENDORSED BY UE |
AMENDMENT | EFFECTIVE DATE (FOR FINANCIAL YEARS BEGINING ON OR AFTER) |
|---|---|---|
| IFRS 16 Leases Covid 19 - Related Rent Concessions |
Proposal to extend the application of the practical expedient on rental rents that affect payments originally due on or before June 2022. |
01-Abr-21 |
| IAS 16 Property, Plant and Equipment |
The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use |
01-Jan-22 |
| IAS 37 Provisions, Contingent Liabilities and Contingent Assets |
Clari cation regarding the nature of costs a company should include when assessing whether a contract will be loss-making |
01-Jan-22 |
| Annual Improvements 2018-2020 |
Amendments to IFRS 1, IFRS 9, IFRS 16 e IAS 41 | 01-Jan-22 |
| IFRS 3 Business Combinations |
Update to references to the Conceptual Framework and clari cation on the registration of provisions and contingent liabilities within the scope of a business combination |
01-Jan-22 |
| IAS 1 Presentation of Financial Statements |
Classi cation of a liability as current or non-current, depending on the right that an entity has to defer its payment New de nition of "settlement" of a liability |
01-Jan-23 |
| IAS 1 Presentation of Financial Statements; IAS 8 Accounting policies, Changes in Accounting Estimates and Errors |
Amendments introduced a de nition of 'accounting estimates' and included other amendments to IAS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates |
01-Jan-23 |
| IFRS 17 Insurance Contracts |
New accounting for insurance contracts, reinsurance contracts and investment contracts with discretionary participation characteristics |
01-Jan-23 |
| IFRS 17 Insurance Contracts (amendments) |
Inclusion of changes to IFRS 17 in areas such as: I) scope; II) level of aggregation of insurance contracts; III) recognition; IV) measurement; V) modi cation and derecognition; VI) presentation of the Statement of Financial Position; VII) recognition and measurement of the Income Statement; and VIII) disclosures |
01-Jan-23 |
The Group did not proceed with the early implementation of any of these standards in the fi nancial statements for the year ended 31 December 2020 due to the fact that their application is not mandatory, lying in the process of analysing expected effects of those standards.
The consolidation methods adopted by Sonae MC are as follows:
Investments in companies in which Sonae MC owns, directly or indirectly, control are included in the consolidated fi nancial statements using the full consolidation method.
Sonae MC has control of the subsidiary when the company fulfi ls the following conditions cumulatively: i) has power over the subsidiary; ii) is exposed to, or has rights, to variable results from its involvement with the subsidiary; and iii) the ability to use its power to affect its returns.
When the Group has less than a majority of a subsidiary voting rights, it has power over the investee when the voting rights are suffi cient to decide unilaterally on the relevant activities of its subsidiary. The Group considers all the facts and circumstances relevant to assess whether the voting rights in the subsidiary are suffi cient to give it power.
The control is reassessed by Sonae MC whenever there are facts and circumstances that indicate the occurrence of changes in one or more of the control conditions mentioned above.
Equity and net profi t attributable to minority shareholders are shown separately, under the caption "Non-controlling Interests", in the consolidated statement of fi nancial position and in the consolidated income statement, respectively. Companies included in the consolidated fi nancial statements are listed in Note 45.
The comprehensive income of an associated is attributable to the Group owners and non-controlling interests, even if the situation results in a defi cit balance at the level of non-controlling interests.
Assets and liabilities of each Sonae subsidiary are measured at their fair value at the acquisition date or control assumption, such measurement can be completed within twelve months after the date of acquisition. The excess of the consideration transferred plus the fair value of any previously held interests and non-controlling interests over the fair value of the identifi able net assets acquired is recognized as goodwill (Note 2.2.c)). If the difference between the acquisition price plus the fair value of any interests previously held and the value of non-controlling interests and the fair value of identifi able net assets and liabilities acquired is negative, it is recognized as income for the year under "Other Income "after reconfi rmation of the fair value attributed to the net assets acquired. The Sonae MC Group will choose on transactionby-transaction basis, the fair measurement of non-controlling interests, I) according to the non-controlling interests share assets, liabilities and contingent liabilities of the acquired, or (II) according to their fair value.
Subsequent transactions in the disposal or acquisition of interests in non-controlling interests that do not imply a change in control do not result in the recognition of gains, losses or goodwill. Any difference between the transaction and book value of the traded interest is recognized in Equity, in other equity instruments.
The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of gain of control or up to the effective date of loss of control, as appropriate.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement instead of rights to the assets and obligations for the liabilities of the joint arrangement. Joint control is obtained by contractual provision and exists only when the associated decisions must be taken unanimously by the parties who share control.
In situations where the investment or fi nancial interest and the contract concluded between the parties allows the entity holds joint control directly on the active or detention rights obligations inherent liabilities related to this agreement, it is considered that such joint agreement does not correspond to a joint venture but rather a jointly controlled operation. As at 31 December 2020 and 2019 the Group did not hold jointly controlled operations.
Financial investments in associates are investments where Sonae MC has signifi cant infl uence, but in which it does not have control or joint control. Signifi cant infl uence (presumed when contributions are above 20%) is the power to participate in the fi nancial and operating decisions of the entity, without, however, holding control or joint control over those decisions.
The existence of signifi cant infl uence is generally evidenced in one or more of the following ways:
Financial investments in joint ventures and associated companies are recorded using the equity method, except in cases where the investments are held by a venture capital organization or equivalent, where the Group has chosen, at initial recognition, to measure at fair value through profi t or loss in accordance with IFRS 9 (1g iii)).
Under the equity method, investments are recorded at cost, adjusted by the amount corresponding to Sonae MC in comprehensive income (including net profi t for the period) of jointly controlled entities and associates, against the Group's comprehensive income or gains or losses for the year as applicable, and dividends received.
The differences between the acquisition cost and the fair value of the identifi able assets and liabilities of the joint ventures and associates on the acquisition date, if positive, are recognized as Goodwill and maintained at the value of fi nancial investment in joint ventures and associates (Note 2.2.c)). If these differences are negative, they are recorded as income for the year under the item "Income or losses from joint ventures and associates", after reconfi rmation of the fair value attributed.
An assessment of investments in jointly controlled and associated companies is performed when there is an indication that the asset might be impaired being any impairment loss recorded in the income statement. Impairment losses recorded in prior years that are no longer justifi able are reversed.
Adjustments to the fi nancial statements of Sonae companies are performed, whenever necessary, in order to adapt accounting policies to those used by Sonae MC. All intra-group transactions, balances and distributed dividends are eliminated on the consolidation process. Unrealized losses are also eliminated if they do not show an impairment of the transferred asset. interests that equity instruments.the period they do 01-Jan-23
Whenever a foreign company is sold (totally or partially), accumulated exchange rate differences are recorded in the income statement as a gain or loss on the disposal, in the caption "Investment income", when there is a control loss; in the case where there is no control loss, it is transferred to non-controlling interests.
Exchange rates used on translation of foreign group, subsidiaries, jointly controlled and associated companies are listed below:
Property, plant and equipment acquired up to 1 January 2004 (transition date to IFRS) are recorded at acquisition or production cost, or revalued acquisition cost, in accordance with generally accepted accounting principles in Portugal until that date, net of depreciation and accumulated impairment losses.
Property, plant and equipment acquired after that date is recorded at acquisition cost, net of depreciation and accumulated impairment losses.
The acquisition cost includes the purchase price of the asset, the expenses directly attributable to its acquisition and the costs incurred with the preparation of the asset so that it is placed in its condition of use. Qualifi ed fi nancial costs incurred on loans obtained for the construction of Property, plant and equipment assets are recognized as part of the construction cost of the asset.
Subsequent costs incurred with renewals and major repairs resulting in an increase in the useful life or the ability to generate economic benefi ts from the assets are recognized in the cost of the asset.
Depreciation is calculated on a straight line basis, according to the estimated life cycle for each group of goods, starting from the date the asset is available for use in the necessary conditions to operate as intended by the management, and recorded against the consolidated income statement caption "Depreciation and amortization expenses" in the consolidated income statements.
Impairment losses identifi ed in the recoverable amounts of property, plant and equipment are recorded in the year in which they arise, by a corresponding charge against, the caption "Provisions and impairment losses" in the profi t and loss statement.
The depreciation rates used correspond to the following estimated useful lives:
The useful lives of the assets are reviewed in each fi nancial report so that the depreciations practiced are following the consumption patterns of the assets. Land is not depreciated. Changes in useful lives are treated as a change in accounting estimates and are applied prospectively.
Maintenance and repair costs are recorded directly as expenses in the year they are incurred.
Property, plant and equipment in progress represent fi xed assets still under construction or development and are stated at acquisition cost net of impairment losses. These assets are depreciated from the date they are completed or become ready for use.
Gains or losses on sale or disposal of property plant and equipment are computed as the difference between the selling price and the carrying amount of the asset at the date of its sale-disposal. Gains and losses are recorded in the consolidated income statement under either "Other income" or "Other expenses".
Intangible assets are stated at acquisition or production cost, net of depreciation and accumulated impairment losses. Intangible assets are only recognized if it is probable that future economic benefi ts will fl ow from them, if they are controlled by Sonae MC and if their cost can be reasonably measured.
When individually purchased, intangible assets are recognized at cost, which comprises: i) the purchase price, including intellectual property costs and fees after deduction of any discounts; and ii) any costs directly attributable to the preparation of the asset for its intended use.
When acquired within the scope of a business combination, separable from goodwill, intangible assets are initially valued at fair value determined in the application of the purchase method, as provided by IFRS 3 – Business Combinations.
When the proportion of Sonae MC in the accumulated losses of the associate and joint ventures exceeds the value by which the investment is registered, the investment is reported at zero value, except when Sonae MC has entered into commitments with the investee.
Sonae MC's share in not performed gains, not related to business activities arising from transactions with jointly controlled and associated companies are eliminated in proportion to Sonae MC´s interest in the above-mentioned entities against the investment on the same entity. Unrealized losses are as well eliminated, but only to the extent that there is no evidence of impairment of the asset transferred.
When the not performed gains or losses on transactions correspond to business activities and taking into consideration the inconsistency existing between currently the requirements of IFRS 10 and IAS 28, Sonae MC, taking into account the defi ned in amendment to IFRS 10 and IAS 28 proceeds to full gain/loss recognition in situations where there is loss of control of that business activity as a result of a transaction with a joint venture.
If the fi nancial holding in a joint venture or an associate is reduced, maintaining signifi cant infl uence, only a proportionate amount of the amounts previously recognized in other comprehensive income is reclassifi ed to the income statement.
The accounting policies of joint ventures and associates are amended, where necessary, to ensure that they are consistently applied by all Group companies.
Investments in jointly controlled and associates are disclosed in Note 10.
The differences between the acquisition price of investments in Sonae MC companies, joint ventures and associates plus the value of the non-controlling interests (in the case of subsidiaries), the fair value of any interests held prior to the date of the concentration and the fair value of the identifi able assets, liabilities and contingent liabilities of these companies at the date of the concentration of business activities, when positive, are recorded under the heading "Goodwill" if they relate to acquisitions of business from subsidiaries (Note 9) or maintained under the heading "Investments in joint ventures and associated companies" (Note 10). The differences between the acquisition price of investments in subsidiaries headquartered abroad whose functional currency is not the Euro, the value of non-controlling interests (in the case of subsidiaries) and the fair value of the identifi able assets and liabilities of these subsidiaries at the date of their acquisition, are recorded in the functional currency of these subsidiaries, being converted into the functional and reporting currency of Sonae MC (Euro) at the exchange rate in force on the date of the statement of fi nancial position. Exchange differences resulting from this conversion are recorded in the caption "Conversion reserves".
Future contingent consideration is recognized as a liability, at the acquisitiondate, according to its fair value, and any changes to its value are recorded as a change in the goodwill, but only as long as they occur during the measurement period (until 12 months after the acquisition-date) and as long as they relate to facts and circumstances prior to that existed at the acquisition date, otherwise these changes must be recognized in profi t or loss on the income statement.
Transactions regarding the acquisition of additional interests in a subsidiary after control is obtained, or the partial disposal of an investment in a subsidiary while control is retained, are accounted for as equity transactions impacting the shareholders' funds captions, and without giving rise to any additional goodwill and without any gain or loss recognised.
When a disposal transaction generates a loss of control, assets and liabilities of the entity are derecognised, any interest retained in the entity sold is be remeasured at fair value and any gain or loss calculated on the sale is recorded in results.
Goodwill is not amortised, but it is subject to impairment tests on an annual basis or whenever there are indications of impairment to check for impairment losses to be recognized. The analysis of the impairment losses is made based on the valuation of the accounting value of the cash generating unit ("UGC") to which the goodwill was allocated, which is compared to its recoverable value, i.e., the highest between fair value deducted from estimated costs of sale and the value of use of the UGC. Net recoverable amount is determined based on business plans used by Sonae management or on valuation reports issued by independent entities namely for real estate operations and related assets. Goodwill impairment losses recognized in the period are recorded in the income statement under the caption "Provisions and impairment losses".
When the Group reorganizes its activities, implying a change in the composition of its cash generating units, implying a to which goodwill has been imputed, a review of goodwill's allocation to the new cash-generating units is carried out, whenever there is a rational. The reallocation is done through a relative value approach, of the new cash-generating units that result from the reorganization.
Impairment losses relating to Goodwill recognized with the acquisition of subsidiaries business cannot be reversed, unlike Goodwill recognized with the acquisition of jointly controlled companies and associated companies.
Assets and liabilities denominated in foreign currencies in the fi nancial statements of foreign companies are translated to euro using exchange rates at date of the statement of fi nancial position. Profi t and loss and cash fl ows are converted to euro using the average exchange rate for the period. Exchange rate differences originated after 1 January 2004 are recorded as equity under "Currency Translation Reserves" in "Other Reserves and Retained Earnings". Exchange rate differences that were originated prior to 1 January 2004 (date of transition to IFRS) were written-off through "Reserves and Retained Earnings".
Goodwill and fair value adjustments arising from the acquisition of foreign companies are recorded as assets and liabilities of those companies and translated to euro using exchange rates at the statement of fi nancial position date.
| YEARS | |
|---|---|
| Buildings | 10 to 50 |
| Plants and machinery | 10 to 20 |
| Vehicles | 4 to 5 |
| Tools | 4 to 8 |
| Fixture and ttings | 3 to 10 |
| Other property, plants and equipment | 4 to 8 |
| 31 DEC 2020 | 31 DEC 2019 | ||||
|---|---|---|---|---|---|
| END OF EXERCICE |
AVERAGE OF EXERCISE |
END OF EXERCICE |
AVERAGE OF EXERCISE |
||
| US Dollar | 0.81493 | 0.87704 | 0.89015 | 0.89342 | |
| British Pound | 1.11231 | 1.12496 | 1.17536 | 1.14051 | |
| Turquish Lira | 0.10973 | 0.12624 | 0.14960 | 0.15734 | |
| Mozambican Metical |
0.01092 | 0.01268 | 0.01445 | 0.01430 | |
| Brazilian Real |
0.15690 | 0.17198 | 0.22145 | 0.22676 | |
| Mexican Peso |
0.04096 | 0.04103 | 0.04712 | 0.04642 | |
| Polish Zloty | 0.21931 | 0.22511 | 0.23492 | 0.23275 |
The goodwill, if negative is recognized as income in the profi t or loss for the period, at the date of acquisition, after reassessment of the fair value of the identifi able assets, liabilities and contingent liabilities acquired. income in
Research expenditure associated with new technical knowledge are recognized the income statement when incurred.
Expenditure on development, for which Sonae Sonae MC demonstrates the capacity to complete its development and start its commercialization and / or use and for which it is probable that the asset created will generate future economic benefi ts, are capitalized. Expenditure on development which does not fulfi l these conditions is recorded as an expense in the period in which it is incurred.
Internal costs associated with maintenance and development of software is recorded as an expense in the period in which they are incurred, except in the situation where these expenses are directly associated with projects for which future economic benefi ts are likely to be generated for Sonae MC. According to this assumption, the costs are initially accounted for as expenses, being capitalized as intangible assets by mean of "Own work capitalized" (Note 36).
The expenses incurred with the acquisition of client portfolio's (attributed value relating to the allocation of the purchasing price in business activity concentration) are stated as intangible assets and amortized on straight-line bases, during the average estimated period of portfolio's client retention.
Brands and patents with defi ned useful live are recorded at their acquisition cost and are amortized on a straight-line basis over their respective estimated useful life. In the case of brands and patents with indefi nite useful lives, no amortization is calculated, and their value is tested for impairment on an annual basis, or whenever there are impairment signs.
Amortization is calculated on a straight-line basis, as from the date the asset is fi rst used, over the expected useful life which usually is between 3 to 12 years and recorded in the caption of " Depreciations and Amortizations expenses", in the income statement.
The useful lives of the assets are reviewed in each fi nancial report, so that the amortizations practiced are following the consumption patterns of the assets. Changes in useful lives are treated as a change in accounting estimates and are applied prospectively.
A lease is defi ned as a contract, or part of a contract, that transfers the right to use an asset (the underlying asset), for a period, in exchange for a value. At the start of each contract, it is evaluated and identifi ed whether it is or contains a lease. This assessment involves an exercise of judgment on whether each contract depends on a specifi c asset, whether the Sonae Group companies, as lessees, obtain substantially all the economic benefi ts from the use of that asset and whether they have the right to control the use of the asset.
All contracts constituting a lease are accounted for by the lessee based on a single model for recognition in the statement of fi nancial position.
At the starting date of the lease, the Group recognises the liability related to the lease payments (i.e. the lease liability) and the asset that represents the right to use the underlying asset during the lease period (i.e. the right of use - "right-of-use" or "RoU"). The interest cost on the lease liability and the depreciation of the RoU are recognized separately.
The lease liability is remeasured when certain events occur (such as the change of lease period), a change in future payments resulting from a change in the reference index or rate used to determine those payments). This remeasurement of the lease liability is recognised as an adjustment to the RoU.
The Group recognizes the right to use the assets at the starting date of the lease (i.e. the date on which the underlying asset is available for use).
The right of use assets is recorded at acquisition cost, net of accumulated depreciation and impairment losses and adjusted for any new measurement of lease liabilities. The cost of the right to use the assets includes the initial value of the lease liability, any direct costs initially incurred, and payments already made before the date of commencement of the lease, deducted from any incentives received and plus restoration costs, if they exist.
Whenever the Group incurs an obligation to dismantle and remove a leased asset, restore it to its original location, or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised in accordance with IAS 37. The expenses are included in the respective right of use.
Lease incentives (e.g. lease grace periods) are recognized as elements of the measurement of the right to use and lease liabilities. Variable rents that are not dependent on an index or rate are recognized as expenses in the year in which they are ascertained, or payment occurs.
The rights of use assets are depreciated over the lease term on a straight-line basis or over the estimated useful life of the asset under the right of use, when this is longer than the lease term and management intends to exercise the purchase option.
Unless it is reasonably certain that the Group will obtain ownership of the leased asset at the end of the lease term, the right to use the assets recognized is depreciated on a straight-line basis over the lease term.
The impairment of rights of use assets is tested in accordance with IAS-36 in substitution of the recognition of provisions for onerous lease contracts.
For low-value asset leases, the Group does not recognize the right of use assets or responsibility under lease liabilities, recognizing the expenses associated with these leases as expenses during the life of the contracts.
Lease-outs can contain rental and non-location components. However, the expedient rule of not separating the service components from the rental components by accounting for them as a single rental component has been considered.
At the starting date of the lease, the Group recognizes liabilities measured at the present value of future payments to be made until the end of the lease contract.
Payments for non-lease components are not recognised as lease liabilities. Variable payments that are not dependent on an index or a rate are recognised as an expense in the year in which the event giving rise to them occurs.
In calculating the present value of lease payments, the Group uses the incremental loan rate at the starting date of the lease if the implicit interest rate is not easily determinable.
The deadline is reviewed only if a signifi cant event or a signifi cant change in circumstances occurs that affects this assessment and is under the control of the tenant.
After the rental start date, the value of the rental liability increases to refl ect the accrued interest and reduces by the payments made. In addition, the book value of the lease liability is remeasured if there is a change, such as a change in the lease term, in the fi xed payments or in the decision to purchase the underlying asset.
The amendment to IFRS 16 in the scope of Covid-19, allowed the use of a practical expedient for lessees, which exempts from the evaluation of the credits, attributed by the lessors, if they qualify as modifi cations to the leases. The Group has opted to apply this exemption, accounting this change in rental payments as variable lease rentals in the periods in which the event or condition that led to the reduction in payment occurs.
The practical expedient is only applicable when the following cumulative conditions are met:
Lease payments include fi xed payments (including fi xed payments in substance), deducted from any incentives to receive, variable payments, dependent on an index or a rate, and expected values to be paid under residual value guarantees. Lease payments also include the exercise price of a purchase option, if it is reasonably certain that the Group will exercise the option, and payments of penalties for termination of the contract, if it is reasonably certain that the Group will terminate the contract. and expected
The accounting treatment of Sale and Leaseback operations depends on the substance of the transaction by applying the principles explained in the revenue recognition (Note 2.16). According to IFRS 16, if the transfer of the asset complies with the requirements of IFRS 15, then it shall be accounted for as a sale of an asset, and the seller-lessee shall measure the right of use of the asset as a proportion of the previous book value of the asset that is related to the right of use, recognizing as gain and loss only that which relates to the rights transferred to the purchaser-leaser, i.e. those which run beyond the lease period.
In accordance with IFRS 16 the value of the right of use to be recognised (RoU) is lower than it would be if the lease contract were entered into without the previous sale transaction. In effect, the value of the RoU is calculated as the proportion of the value retained over the value of the asset sold.
In situations where the Group receives a price higher than its fair value as compensation for expenses to be incurred that are traditionally the responsibility of the owner, such amounts are deferred for the period of the lease.
Lease contracts are classifi ed as (i) a fi nance lease if the risks and rewards incidental to ownership lie with the lessee and (ii) as an operating lease if the risks and rewards incidental to ownership do not lie with the lessee.
Extension and termination options are provided for in various lease agreements and their application is based on operational maximization. In determining the term of the lease, the Board of Directors considers all facts and circumstances that create an economic incentive to exercise an extension option or not to exercise a termination option. Most of the extension options were not included in the lease liability and, when exercised, are by the Group and not by the lessor. penalties for as lease if a the
The leases where Sonae MC acts as lessor under operating leases, the values of the allocated assets are maintained in the statement of fi nancial position of Sonae and income is recognised on a straight-line basis over the period of the lease contract.
The non-current assets and liabilities classifi ed as held for sale if it is expected that the book value will be recovered through the sale and not through the use in the operations. This condition is achieved only if the sale is highly probable and the asset is available for immediate sale in the actual conditions. In addition, there must be in progress actions that should allow conclude that is expectable that will be effective the sale within 12 months counting from the classifi cation´s date in this caption. The non-current assets and liabilities recorded as held for sale are booked at the lower amount of the historical cost of sell or the fair value deducted from costs, not being subject to depreciation or amortization after being classifi ed as held for sale.
Regarding the classifi cation of fi nancial holdings as held for sale:
When, due to changes in the Group's circumstances, non-current assets, and/or Disposal Groups fail to comply with the conditions to be classifi ed as held for sale, these assets and/or Groups for disposal shall be reclassifi ed according to the underlying nature of the assets and shall be remeasured by the minor between i) the book value before they were classifi ed as held for sale, adjusted for any depreciation/amortization expenses, or revaluation amounts that have been recognized, if those assets had not been classifi ed as held for sale, and ii) the recoverable values of the items on the date on which they are reclassifi ed according to their underlying nature. These adjustments will be recognized in the results of the fi nancial year.
In the case of investments in joint ventures and associates measured under the equity method, the termination of the classifi cation as held for sale implies the replacement of the equity method retrospectively.
Government grants are recorded at fair value when there is reasonable assurance that they will be received, and that Sonae MC will comply with the conditions attaching to them.
Grants received as compensation for expenses, namely grants for personnel training, are recognised as income in the same period as the relevant expense. Investment grants related to the acquisition of fi xed assets are included in "Other non-current liabilities" and are credited to the income statement on a straight-line basis over the estimated useful lives of the assets acquired.
Assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognized in the income statement under "Provisions and impairment losses".
The recoverable amount is the highest of the net selling price and the value in use. The net selling price is the amount that would be obtained with the sale of the asset, in a transaction between independent and knowledgeable entities, less expenses directly attributable to the sale. Value in use is the present value of estimated future cash fl ows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Recoverable amounts are estimated for individual assets or, if this is not possible, for the cashgenerating unit to which the asset belongs.
In situations where the use of the asset will be expectedly discontinued (stores to be closed or on the remodelling processes) the Group performs a review of the asset´s useful life after considering its impact on the value of use of that asset far terms of impairment analysis, particularly on the net book value of the assets to derecognise.
Reversal of impairment losses recognised in prior years is only recorded when it is concluded that the impairment losses recognised for the asset no longer exist or have decreased. This analysis is performed whenever there is an indication that the impairment loss previously recognised has been reversed. The reversal is recorded in the income statement as "Other income". However, the increased carrying amount of an asset due to a reversal of an impairment loss is recognised to the extent it does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised for that asset in prior years.
Financial expenses related to loans obtained directly attributable to the acquisition, construction or production of property, plant and equipment and intangible assets, are capitalized as part of the cost of the qualifying asset. Financial expenses related to loans obtained are capitalized from the beginning of preparation of the activities to construct or develop the asset up to the time the production or construction is complete or when asset
development is interrupted. Any income earned on funds temporarily invested pending their expenditure on the qualifying asset, is deducted from the fi nancial expenses that qualify for capitalization. Other borrowing costs are recognized as an expense in the period in which they are incurred.
The goods are recorded at acquisition cost, deducted from the value of commercial income and from the value of the quantity discounts granted by the suppliers and net realizable value of the two lowest, using as costing method the average cost.
Differences between cost and net realizable value, if negative, are shown as expenses under the caption "Cost of goods sold and materials consumed", as well as impairment reversals. Inventories is derecognised when it is considered obsolete by the Group, and its book value is derecognised by counterpart of "Other expenses".
Provisions are recognised when, and only when, Sonae MC has an obligation (legal or constructive) resulting from a past event, it is probable that an outfl ow of resources will be required to settle the obligation, and a reliable estimate can be made of that obligation. Provisions are reviewed and adjusted at the balance sheet date to refl ect the best estimate as of that date.
Restructuring provisions are recorded by Sonae MC whenever a formal and detailed restructuring plan exists, and that plan has been communicated to the parties involved.
Sonae MC classifi es the fi nancial instruments in the categories presented and conciliated with the combined statement of fi nancial position disclosed in Note 5.
All purchases and sales of investments in fi nancial assets are recognized on the trade date, the date when the Group commits to buy or sell the asset.
The classifi cation of the fi nancial assets depends on the business model followed by the Group in managing the fi nancial assets (receipt of cash fl ows or appropriation of changes in fair value) and the contractual terms of the cash fl ows to be received.
Changes in the classifi cation of fi nancial assets can only be made when the business model is changed, except for fi nancial assets at fair value through other comprehensive income, which are equity instruments, which can never be reclassifi ed to another category.
Financial assets may be classifi ed in the following measurement categories:
The group initially measures fi nancial assets at fair value, added to the transaction costs directly attributable to the acquisition of the fi nancial asset, for fi nancial assets that are not measured at fair value through profi t or loss. Transaction costs of fi nancial assets at fair value through profi t or loss are recorded in the income statement when incurred.
Financial assets at amortized cost are subsequently measured in accordance with the effective interest rate method and deducted from impairment losses. Interest income on these fi nancial assets is included in "Interest income" on fi nancial income.
Financial assets at fair value through other comprehensive income that constitute equity instruments, are measured at fair value on the date of initial registration and subsequently, and fair value changes are recorded directly in the other comprehensive income, in Equity, and there is no future reclassifi cation even after derecognition of the investment.
Sonae MC assesses prospectively the estimated credit losses associated with fi nancial assets, which are debt instruments, classifi ed at amortized cost and at fair value through other comprehensive income. Impairment methodology applied considers the credit risk profi le of the debtors, and different approaches are applied depending on the nature of the debtors.
With regard to the balances receivable under "Trade receivables", "Other trade receivables" and Assets of customer contracts, the Group applies the simplifi ed approach allowed by IFRS 9, according to which estimated credit losses are recognized from the initial recognition of the balances receivable and for the entire period up to their maturity, considering an matrix of historical default rates for the maturity of the balances receivable, adjusted by prospective estimates.
Regarding to accounts receivable from related entities, which are not considered as part of the fi nancial investment in these entities, credit impairment is assessed against the following criteria: i) if the receivable balance is immediately due ("on demand"); ii) if the balance receivable is low risk; or (iii) if it has a term of less than 12 months.
In cases where the amount receivable is immediately due and the related entity is able to pay, the probability of default is close to 0% and therefore the impairment is considered equal to zero. In cases where the receivable balance is not immediately due, the related entity's credit risk is assessed and if it is "low" or if the maturity is less than 12 months, then the Group only assesses the probability of a default occurring for the cash fl ows that mature in the next 12 months.
For all other situations and nature of receivables, Sonae MC applies the general approach of the impairment model, evaluating at each reporting date whether there has been a signifi cant increase in credit risk since the date of the initial recognition of the asset. If there was no increase in credit risk, the Group calculates an impairment corresponding to the amount expected to be expected within 12 months. If there has been an increase in credit risk, an impairment is calculated corresponding to the amount equivalent to expected losses for all contractual fl ows until the maturity of the asset.
Sonae MC derecognize fi nancial assets when, and only when, the contractual rights to the cash fl ows have expired or have been transferred, and the Group has transferred substantially all the risks and rewards of property of the asset.
Loans granted and non-current accounts receivables are measured at amortised cost using the effective interest method, deducted from any impairment losses and are recorded under IFRS 9 - Financial assets at amortized cost.
Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
These fi nancial investments arise when Sonae MC provides money, goods or services directly to a debtor with no intention of trading the receivable.
Balances are classifi ed as current assets when collection is estimated within 12 months. The balances are classifi ed as non-current if the estimated charge occurs more than 12 months after the reporting date. These fi nancial assets are included in the caption presented in Note 5.
Impairment losses on loans and accounts receivable are recorded in accordance with the principles described in Note 2.13.a). As at 31 December 2020, when there was evidence that they were impaired, the corresponding adjustment to profi t and loss was recorded.
These captions mainly include the balances of customers resulting from services provided under the Group's activity and other balances related to operating activities.
"Trade receivables" and "Other receivables" captions are initially recognized at fair value and are subsequently measured at amortized cost, net of impairment adjustments.
Impairment losses of trade receivables and other receivables are recorded in accordance with the principles described in Note 2.13.a).
Amounts included under the caption "Cash and cash equivalents" correspond to cash on hand, cash at banks, term deposits and other treasury applications which mature in less than three months and are subject to insignifi cant risk of change in value.
In the consolidated statement of cash fl ows, cash and cash equivalents also include bank overdrafts, which are included in the balance sheet caption "Other loans", in the consolidated statement of fi nancial position.
All the amounts included in this caption can be reimbursed at demand as there are no pledges or guarantees over these assets.
Financial liabilities and equity instruments are classifi ed and accounted for based on their contractual substance, independently from the legal form they assume.
Equity instruments are contracts that evidence a residual interest in the assets of Sonae MC after deducting all its liabilities. Equity instruments issued by Sonae are recorded at the proceeds received, net of direct issue costs.
Financial liabilities are classifi ed into two categories: i) Financial liabilities at fair value through profi t or loss; and ii) Financial liabilities at amortized cost.
The "Financial liabilities at amortized cost" category includes liabilities presented under "Loans", "Bonds", "Other loans", "Other non-current liabilities", "Trade payables" and "Other payable". These liabilities are initially recognized at fair value net of transaction costs and are subsequently measured at amortized cost at the effective interest rate.
As at 31 December 2020, Sonae MC has only recognized liabilities classifi ed as "Financial liabilities at amortized cost".
Financial liabilities are derecognised when the underlying obligations are extinguished by payment, are cancelled or expire.
Funding on the form of commercial paper are classifi ed as non-current, when they have guarantees of placing for a period exceeding one year and it is the intention of the group to maintain the use of this form of fi nancing for a period exceeding one year.
Trade payables and other payables generally include balances of suppliers of goods and services that the group acquired, in the normal course of its activity. The items that compose it will be classifi ed as current liabilities if the payment is due within 12 months or less, otherwise the accounts of "Trade payables" will be classifi ed as non-current liabilities.
These fi nancial liabilities are initially recognized at fair value. Subsequent to its initial recognition, the liabilities presented under "Trade payables" are measured at amortized cost using the effective interest method. Accounts payable are stated at their nominal value, as they do not bear interests and the effect of discounting is considered immaterial.
Some subsidiaries within the retail business maintain agreements with fi nancial institutions in order to enable its suppliers to an advantageous tool for managing its working capital by the confi rmation by these subsidiaries
of the validity of invoices and credits that these suppliers hold over these companies.
Under these agreements, some suppliers freely engage into contracts with these fi nancial institutions that allow them to anticipate the amounts receivable from these retail subsidiaries, after confi rmation of the validity of such receivables by these subsidiaries.
These retail subsidiaries consider that the economic substance of these fi nancial liabilities does not change, therefore these liabilities are kept as accounts payable to "Suppliers" until the normal maturity of these instruments under the general supply agreement established between the company and the supplier, whenever (i) the maturity corresponds to a term used by the industry in which the company operates, this means that there are no signifi cant differences between the payment terms established with the supplier and the industry , and (ii) the company does not have net costs related with the anticipation of payments to the supplier when compared with the payment within the normal term of this instrument. In some situations, such subsidiaries receive a commission from the fi nancial institutions.
In the due date of such invoice, the amount is paid by the subsidiaries to the fi nancial institution regardless whether or not it anticipated those amounts to the suppliers.
Sonae MC uses derivatives in the management of its fi nancial risks to hedge such risks and-or to optimize the "funding costs", not being used with speculative purposes.
Loans are recorded as liabilities at their nominal value, net of up-front fees and commissions related to the issuance of those instruments. Financial expenses are calculated based on the effective interest rate and are recorded in caption "Financial income" and "Financial expenses" in the income statement on an accruals basis, in accordance with the accounting policy defi ned in Note 2.17. The portion of the effective interest charge relating to up-front fees and commissions, if not paid in the period, is added to the book value of the loan. measured at As at relating to form of measured at
Derivative fi nancial instruments are initially recorded at the fair value of the transaction date and subsequently measured at fair value. The method of recognizing fair value gains and losses depends on the designation of derivative fi nancial instruments as trading or hedging instruments.
The criteria for classifying a derivative instrument as a cash fl ow hedge instrument is met when:
Derivatives classifi ed as cash fl ow hedging instruments are used by Sonae MC mainly to hedge interest risks on loans obtained and exchange rate. Conditions established for these cash fl ow hedging instruments are identical to those of the corresponding loans in terms of base rates, calculation rules, rate setting dates and repayment schedules of the loans and for these reasons they qualify as perfect hedges. The ineffi ciencies, if any, are accounted under "Financial income" or "Financial expenses" in the
Sonae MC also uses fi nancial instruments with the purpose of cash fl ow hedging, that essentially refer to exchange rate hedging ("forwards") of loans and commercial operations. If they confi gure a perfect hedging relation, hedge accounting is used. In certain situations, such as loans and other commercial operations, they do not confi gure perfect hedging relations, and so do not receive hedge accounting treatment, although they allow in a very signifi cant way, the reduction of the loan and receivablepayable exchange volatility, nominated in foreign currency.
In specifi c situations, Sonae MC may enter into derivatives on exchange rates in order to hedge the risk of fl uctuations in future cash fl ows caused by changes in those exchange rates, which may not qualify as hedging instruments in accordance with IFRS 9, being the effect of revaluation at fair value of such derivatives recorded under "Financial income and gains" or "Financial expenses and losses" in the income statement.
Derivatives, although contracted for the purposes mentioned above (mainly foreign exchange forwards and derivatives in the form of or including interest rate options), for which the company has not applied hedge accounting, are initially recorded at cost, which corresponds to their fair value, if any, and subsequently revaluated at fair value, the changes in which, calculated using specifi c IT tools, directly affect the "Financial income " and "Financial expenses " items in the consolidated income statement.
When embedded derivatives exist, they are accounted for as separate derivatives when the risks and the characteristics of the host contract, and these are not stated at fair value, gains and losses which are not realizable are recorded in the Income Statement.
Sonae MC may agree to become part of a derivative transaction in order to fair value hedge some interest rate exposure. In these cases, derivatives are recorded at fair value through profi t or loss when the hedge instrument is not measured at fair value (namely loans recorded at amortised cost) the effective portion of the hedging relationship is adjusted in the carrying amount of the hedged instrument, through profi t or loss.
Own shares are recorded at acquisition cost as a reduction to equity. Gains or losses arising from sales of own shares are recorded in "Other reserves", included in "Others reserves and retained earnings".
Contingent assets are not recorded in the consolidated fi nancial statements but disclosed when future economic benefi ts are probable.
Contingent liabilities are not recorded in the consolidated fi nancial statements. Instead they are disclosed in the notes to the fi nancial statements, unless the probability of a cash outfl ow is remote, in which case, no disclosure is made.
The tax charge for the year is determined based on the taxable income of companies included on consolidation and considers deferred taxation.
Sonae MC is covered by the Special Taxation Regime for Groups of Companies (RETGS), of which Sonae, SGPS, SA is dominant society since 1 January 2014. The calculated balances of tax receivable or payable are included in the caption in the statement of fi nancial position "Income tax".
Current income tax is determined based on the taxable income of companies included on consolidation, in accordance with the tax rules in force in the respective country of incorporation.
Deferred taxes are calculated using the statement of fi nancial position liability method, refl ecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for fi nancial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are calculated and annually remeasured using the tax rates that have been enacted or substantively enacted and therefore are expected to apply when the temporary differences are expected to reverse.
Deferred tax assets are recognized only when it is probable that suffi cient taxable profi ts will be available against which the deferred tax assets can be used, or when taxable temporary differences are recognized and expected to reverse in the same period. At each statement of fi nancial position date, a review is made of the deferred tax assets recognized, being reduced whenever their future use is no longer probable.
Deferred tax liabilities are recognized on all taxable temporary differences, except those related to: i) the initial recognition of goodwill; or ii) the initial recognition of assets and liabilities, which do not result from a business combination, and which at the date of the transaction do not affect the accounting or tax result.
Considering the accounting impacts resulting from the application of IFRS 16 - Leases, for a lessee, with the recognition of an asset under right of use not typifi ed in the tax law and the recording of a lease liability that only has tax acceptance by the payment of rents, the management recognized the respective deferred tax asset (on the lease liability) and deferred tax liability (on the asset under right of use), on the date of initial and subsequent recognition of lease contracts. If the tax authorities change the tax law, the recognized deferred taxes may have to be reviewed/amended.
Deferred tax assets and liabilities are recorded in the income statement, except if they relate to items directly recorded in equity. In these cases, the corresponding deferred tax is recorded in equity.
The value of taxes recognised in the fi nancial statements correspond to the understanding of Sonae on the tax treatment of specifi c transactions being recognised liabilities relating to income taxes or other taxes based on interpretation that is performed and what is meant to be the most appropriate.
In situations where such positions will be challenged by the tax authorities as part of their skills by their interpretation is distinct from Sonae MC, such a situation is the subject of review. If such a review, reconfi rm the positioning of the Group concluded that the probability of loss of certain tax process is less than 50% Sonae treats the situation as a contingent liability, i.e. is not recognized any amount of tax since the decision more likely is that there will be no place for the payment of any tax. In situations where the probability of loss is greater than 50% is recognized a provision, or if the payment has been made, it is recognized the cost associated.
Revenue corresponds to the fair value of the amount received or receivable from transactions with customers in the normal course of the Group's activity. Revenue is recorded net of any taxes, commercial discounts and other costs inherent to its realization, at the fair value of the amount received or receivable.
In determining the value of revenue, Sonae MC evaluates for each transaction its performance obligations to the customers, the price of the transaction to be affected by each performance obligation identifi ed in the transaction, and the existence of variable price conditions that may lead to future success to the value of the recorded revenue, and for which the group makes its best estimate.
Income from sales of products is recorded in the income statement when the control over the product or service is transferred to the customer, that is, at the moment when the customer becomes able to manage the use of the product or service and obtain all the remaining economic benefi ts associated with it.
The Group considers that, given the nature of the product or service that is associated with the assumed performance obligations, the transfer of control occurs mostly on a specifi c date, but there may be transactions in which the transfer of control occurs continuously over the defi ned contractual period.
Services rendered include the income from consulting projects, developed in the area of information systems, which are recognized, in each year, in accordance with the performance obligation to which they relate, according to the percentage of performance. The group recognizes revenue over time by measuring progress towards full compliance with that performance obligation.
Deferral of revenue associated with customer loyalty programs through the allocation of discounts on future purchases by the Food retail segment is quantifi ed taking into account the probability of their exercise and are deducted from the revenue at the time they are generated, being corresponding liability in the caption "Other payables".
Income and expenses are recorded in the year to which they relate, independently of the date of the corresponding payment or receipt. Income and expenses for which their real amount is not known are estimated.
In situations in which payments were made to Tax Authorities under special schemes of regularization of debts, in which the related tax is Income Tax, and that cumulatively keep the respective lawsuits in progress and the likelihood of success of such lawsuits is greater than 50%, such payments are recognized as assets, as these amounts correspond to determined amounts, which will be reimbursed to the entity, (usually with interests) or which may be used to offset the payment of taxes that will be due by the group, in which case the obligation in question is determined as a present obligation. In situations where payments correspond to other taxes, such amounts are recorded as expenses, although the Group's understanding is that they will be reimbursed plus interest. of the entity,
"Other current assets" and "Other current liabilities" include income and expenses of the reporting year which will only be invoiced in the future. Those captions also include receipts and payments that have already occurred but will only correspond to income or expenses of future years, when they will be recognized in the income statement.
Commercial revenues, which includes amounts relating to supplier's agreements are based of carrying out an in-store service (fl yers, product placement, advertising, etc. ...) or contribution in promotional campaigns for supplier´s products. These amounts affect the value of goods inventories and are deducted from the "Cost of sales" as the respective goods are sold. Commercial revenues are to be formally agreed, with the identifi cation of the dates of the service or for the promotional campaign and value agreement with the supplier, and their recognition depends on the fulfi lment of performance obligations. Commercial revenue agreements lead to the issuance of fi nancial document(s) to suppliers, which are discounted in future invoice payments or through direct collection to partners. The amounts that have not yet been invoiced to the supplier are recorded under "Other current assets".
Transactions are recorded in the separate fi nancial statements of the subsidiaries in the functional currency of the subsidiary, using the rates in force on the date of the transaction.
All monetary assets and liabilities expressed in foreign currency in the individual fi nancial statements of the subsidiaries are translated into the functional currency of each subsidiary, using the exchange rates prevailing on the date of the statement of fi nancial position for each period. Non-monetary assets and liabilities denominated in foreign currency and recorded at fair value are converted into the functional currency of each subsidiary, using the exchange rate in force on the date on which the fair value was determined.
Exchange gains and losses arising from differences between historical exchange rates and those prevailing at the date of collection, payment or the date of the statement of fi nancial position, are recorded as income or expenses of the period, except for those related to non-monetary assets or liabilities, for which adjustments to fair value are directly recorded under equity.
When Sonae MC wants to reduce currency exposure, it negotiates hedging currency derivatives (Note 2.13.j)).
Events after the statement of fi nancial position date that provide additional information about conditions that existed at the statement of fi nancial position date are refl ected in the consolidated fi nancial statements. Events after the statement of fi nancial position date that are non-adjusting events are disclosed in the notes to the consolidated fi nancial statements when material.
The estimates and judgments with impact on the Group's fi nancial statements are continuously evaluated, representing at each reporting date the Management's best estimate, taking into account historical performance, accumulated experience and expectations about future events that, under the circumstances, if they believe they are reasonable.
The nature of the estimates may lead to the actual refl ection of the situations that had been estimated, for the purposes of fi nancial reporting, would differ from the estimated amounts. The most signifi cant accounting estimates refl ected in the fi nancial statements include:
Estimates used are based on the best information available during the preparation of consolidated fi nancial statements and are based on best knowledge of past and present events. Although future events are neither controlled by Sonae MC nor foreseeable, some could occur and have impact on the estimates. Changes to estimates that occur after the date of these consolidated fi nancial statements, will be recognized in net income, in accordance with IAS 8 – "Accounting policies, changes in accounting estimates and errors", using a prospective methodology.
The Group determines the end of the lease as the non-cancellable portion of the lease term, together with any periods covered by an option to extend the lease if it is reasonably certain that it will be exercised, or any periods covered by an option to terminate the lease if it is reasonably certain that it will not be exercised.
The Group has the option, under some of its lease contracts, to rent or leaseback its assets for additional periods. At the inception of the lease Sonae MC evaluates the reasonableness of exercising the option to renew the contract after the initial period. That is, it considers all relevant factors that create an economic incentive to exercise the renewal. After the start date, the Group reassesses the end of the contract if there is a signifi cant event or changes in circumstances that are within its control and affect its ability to exercise (or not exercise) the renewal option (for example, a change in business strategy).
By the characteristics of the lease contracts negotiated, management assesses on the contract negotiation date whether it qualifi es as a lease contract or a service contract.
The assessment of impairment in goodwill, investments in joint ventures and associates and other tangible and intangible assets involves signifi cant judgments and estimates by Management, namely in projecting the cash fl ows of the assets included in the business plans, the rate of growth in perpetuity and the discount rate of those cash fl ows. The sensitivity analysis to changes in the assumptions of the impairment calculation is disclosed in Note 9.
Determining impairment on fi nancial assets involves signifi cant estimates. In making this estimate, Management evaluates, among other factors, the duration and extent of the circumstances in which the recoverable amount of these assets may be less than their carrying amount. The balances of "Clients", "Other Third Party Debtors" and "Other Current Assets" are evaluated for factors such as the history of default, current market conditions, and also estimated prospective information by reference to the end of each reporting period, as the most critical evaluation elements for the purpose of analysing estimated credit losses.
Provisions are recognized when, and only when, the group has a present obligation (legal or constructive) as a result of a past event and it is probable that, to settle the obligation, an outfl ow of resources will be required and the amount of the obligation can be reasonably estimated.
Contingent liabilities estimated for each reporting period are disclosed in the notes to the fi nancial statements, unless the possibility of an outfl ow of funds affecting future economic benefi ts is remote.
Deferred tax assets are recognized only when it is probable that suffi cient taxable profi ts will be available against which the deferred tax assets can be used. At the end of each year the recorded and unrecorded deferred tax assets are revised and they are reduced whenever their realisation ceases to be probable, or increased if future taxable profi ts are likely enabling the recovery of such assets.
To determine the entities to be included in the consolidation perimeter, the Group assesses the extent to which it is exposed, or has rights, to variability in returns from its involvement with that entity and can take possession of them through the power it holds over that entity.
The decision that an entity has to be consolidated by the Group requires the use of judgment, assumptions and estimates to determine the extent to which the Group is exposed to variability of returns and the ability to seize them through its power.
Other assumptions and estimates could lead to the Group's consolidation perimeter being different, with a direct impact on the consolidated fi nancial statements.
The remaining judgments and estimates are described in the corresponding notes, when applicable.
Portuguese commercial legislation requires that at least 5% of annual net profi t must be appropriated to a legal reserve, until such reserve reaches at least 20% of the share capital. This reserve is not distributable, except in the case of liquidation of the company, but it may be used to absorb losses, after all the other reserves are exhausted, or to increase the share capital.
The Hedging reserve refl ects the changes in fair value of "cash fl ow" hedging derivatives that are considered as effective (Note 2.13.j)) and is not distributable or used to cover losses.
Considering the accounting impacts resulting from the application of IFRS 16 - Leases, for a lessee, with the recognition of an asset under right of use not typifi ed in the tax law and the recording of a lease liability that only has tax acceptance by the payment of rents, the management recognized the respective deferred tax asset (on the lease liability) and deferred tax liability (on the asset under right of use), on the date of initial and subsequent recognition of lease contracts. In the event of a change in the tax law by the Tax Authorities, the recognized deferred taxes may have to be reviewed / amended. signifi the recoverable these assets end of disclosed in nancial be reviewed the costs
The currency translation reserve corresponds to exchange differences relating to the translation from the functional currencies of the Sonae's foreign subsidiaries and joint ventures into Euro, in accordance with the accounting policy described in Note 2.2.d).
In the recognition of revenue based on the percentage of completion, management reviews at each reporting date the total estimated costs, which correspond to the best estimate of the costs associated with the provision of the construction service and/or until its completion. When there are signifi cant deviations in the performance of the contract that are not associated with changes that result in the right to additional revenue as agreed with the customer, management reviews the percentage of completion and margin associated with the contract, according to its best estimate of its completion, which may give rise to the recording of a provision (onerous contract) (Note 2.16). revenue as provision (onerous other Tax on Group's option to
The ultimate purpose of fi nancial risk management is to support Sonae MC in the achievement of its strategy, reducing unwanted fi nancial risk and volatility and mitigate any negative impacts in the income statement arising from such risks. Sonae MC's attitude towards fi nancial risk management is conservative and cautious. Derivatives are used to hedge certain exposures related to its operating business and, as a rule, Sonae MC does not apply into derivatives or other fi nancial instruments that are unrelated to its operating business or for speculative purposes.
Credit risk is defi ned as the probability of a counterparty defaulting on its contractual obligations resulting in a fi nancial loss. It is shown in two major ways:
The credit risk management related to the Financial Instruments (investments and deposits in banks and other fi nancial institutions or resulting from derivative fi nancial instruments entered during the normal hedging activities) or loans to subsidiaries and associates, there are principles for all Sonae MC companies:
› In addition, in relation to treasury surpluses: i) these are preferably used, whenever possible and where it is most effi cient, either in the repayment of existing debt, or invested preferably in relationship banks, thus reducing the net exposure these Institutions; and ii) can only be applied to previously authorized instruments;
› Any departure from the above-mentioned policies needs to be preapproved by the respective Board of Directors.
Credit risk is very low, considering that most transactions are made in cash. In the remaining, in the relationship with customers is controlled through a system of collecting quantitative and qualitative information, provided by high prestige and liable entities that provide information on risks by obtaining suitable guarantees, aimed at reducing the risk of granting credit. Credit risk arises in the relationship with suppliers as a result of advances or debits for discounts and is mitigated by the expectation to maintain the business relationship.
The group applies the simplifi ed approach to calculate and record the estimated credit losses required by IFRS 9, which allows the use of estimated impairment losses for all "Trade receivables" and "Other receivables" balances. In order to measure estimated credit losses, the balances of "Trade receivables" and "Other receivables" were aggregated on the basis of shared credit risk characteristics, as well as on days of delay. The amount related to trade receivables and other receivables represents maximum Sonae MC exposure to credit risk of the assets included in these captions.
Sonae MC has a regular need to use external funds to fi nance its current activity and its expansion plans and has a diversifi ed portfolio of long-term fi nancing, consisting of inter alia loans and structured transactions, but which also includes a variety other short-term fi nancing operations, in the form of commercial paper and credit lines. As at 31 December 2020, the total consolidated gross debt
(excluding supplies and lease liabilities) is 660.1 million euros (as at 31 December 2019 it was 680.1 million euros).
The objective of liquidity risk management is to ensure that, at all times, Sonae MC companies have the fi nancial capacity to meet their monetary commitments on the dates when they are due, as well as to exercise their current activity and continue its strategic plans. Given the dynamic nature of its activities, Sonae MC needs a fl exible fi nancial structure, therefore using a combination of:
The analysis of the maturity of each of the passive fi nancial instruments is presented in Notes 23, 27 and 28, with undiscounted values and based on the most pessimistic scenario, that is, the shortest period in which the liability becomes due.
Sonae MC maintains a liquidity reserve in the form of credit lines together with the banks with which there are activities. This is to ensure the ability to meet its commitments without having to refi nance itself in unfavourable terms. In 31 December 2020, as described in Note 23, the consolidated loan amount maturing in 2021 is of 3.9 million euros (19.9 million euros maturing in 2020) and in 31 December 2020 Sonae MC had 94 million euros available in consolidated credit lines (124 million euros in 2019) with commitment less than or equal to one year and 265 million euros (284 million euros in 2019) with a commitment greater than one year (Note 23).
Additionally, as at 31 December 2020, Sonae MC had a liquidity reserve consisting of cash and cash equivalents of 194.4 million euros (77.3 million euros as at 31 December 2019) (Note 20).
Regarding the policies and the minimum credit rating limits defi ned, Sonae MC does not foresee the possibility of any material non-compliance with the contractual payment obligations of its external counterparties, with respect to fi nancial instruments. However, the exposure to each counterparty resulting from the fi nancial instruments contracted and the credit ratings of the counterparties are regularly monitored and the deviations reported to the Board of Directors. external
In view of the above, despite the current liabilities being higher than the current assets, a natural situation due to the fact that the business has negative working capital needs, Sonae MC expects to satisfy all its treasury needs with the use of the fl ows of the operational activity and of the fi nancial investments, as well as, if necessary, using existing available credit lines.
Business exposure to interest rates arises mainly from long term loans which bear interests at Euribor.
The interest rate sensitivity analysis is based on the following assumption:
methods, such as option valuation and discounted future cash fl ow models, using assumptions based on market interest rates, foreign exchange rates, volatility among others prevailing at the statement of fi nancial position date. Comparative fi nancial institution quotes for specifi c or similar instruments are used as benchmark for the valuation;
Business exposure to interest rates arises mainly from long term loans which bear interests at Euribor.
The purpose of Sonae MC is to limit cash-fl ows volatility and results, considering the profi le of its operational activity, by using an appropriate mix of fi xed and variable interest rate debt. Sonae MC policy allows the use of interest rate derivatives to decrease the exposure to Euribor fl uctuations but does not allow for trading purpose.
The interest rate sensitivity analysis is based on the following assumptions:
therefore it has taken into consideration in the sensitivity calculations for changes in interest rate;
› Changes in the fair values of derivative fi nancial instruments and other fi nancial assets and liabilities are estimated by discounting the future cash fl ows to net present values using appropriate market rates prevailing at the year end, and assuming a parallel shift in interest rate curves;
› For the purposes of sensitivity analysis, such analysis is performed based on all fi nancial instruments outstanding during the year.
120|121 financial statements
Under these assumptions, if euro interest rate of denominated fi nancial instruments had been 75 basis points higher, the consolidated net profi t before tax of Sonae MC for the period ended as at 31 December 2020 would decrease by approximately 4.4 million euros (5.4 million euros decrease as at 31 December 2019).
Sonae MC's currency exposures are divided into two levels: transaction exposures (foreign exchange exposures relating to contracted cash fl ows and statement of fi nancial position items where changes in exchange rates will have an impact on earnings and cash fl ows) and translation exposure (equity in foreign subsidiaries).
The impact on the fi nancial statements of changes in exchange rate is immaterial, as the most part of the transactions are denominated in euro. Sonae MC is mainly exposed to exchange rate risk through transactions relating to acquisitions of goods in international markets, which are mainly in US Dollars.
Sonae MC aims to limit the risk of exposure to foreign currencies associated with operational transactions. The reduction of the exchange rate exposure risk can be obtained, among other ways, by contracting fi nancial derivatives that allow replicating the natural hedge through fi nancial movements, always in line with the existing exchange rate risk policy.
The exchange risk management purpose is to provide a stable decision platform when deciding and negotiating the purchases of inventories establishing fi xed exchange rates. The hedging accompanies all the purchase process, since procurement up to the formal agreement of purchase.
The exchange risk exposure is monitored through the purchase of forwards with the goal of minimizing the negative impacts of volatility in exposure level as a consequence of changes of the amounts of imports denominated in other
The amounts presented above, only include assets and liabilities expressed in different currency than the functional currency used by the subsidiary or jointly controlled company. Therefore, it does not represent any risk of fi nancial statements translation. Due to the short-term character of the majority of monetary assets and liabilities and the magnitude of its net value, the exposure to currency risk is immaterial and therefore a sensitivity analysis to changes in the exchange rate isn't disclosed.
As at 31 December 2020 and 2019 Sonae MC amounts of assets and liabilities (in euro) denominated in a currency different from the subsidiary functional currency were the following: As at 2020 and
The capital structure of Sonae MC, determined by the proportion of equity and net debt is managed in order to ensure continuity and development of its operations, maximize the return on shareholders and optimize fi nancing costs.
Sonae MC periodically monitors its capital structure, identifying risks, opportunities and the necessary adjustment measures for the achievement of these objectives.
| ASSETS | LIABILITIES | ||||
|---|---|---|---|---|---|
| 31 DEC 2020 |
31 DEC 2019 |
31 DEC 2020 |
31 DEC 2019 |
||
| British Pound |
3,411 | 18,655 | 30,797 | 162,607 | |
| US Dollar | 5,825,898 | 4,055,543 | 30,797 19,293,058 | ||
| Other Currencies |
3,451 | 6,271 | 25 | – |
As at 31 December 2020 discontinued activities include:
› Modelo Continente International Trade, SA has economic activities related to businesses not related to food retail, so these activities were considered to be discontinued in the consolidated income statement for the year ended 31 December 2020; and
› Some operations in the fi nal phase of the liquidation process, which are being considered as discontinued operations, since 2018.
The discontinued activities can be analysed as follows:
| 31 DEC 2020 | |||||
|---|---|---|---|---|---|
| AMOUNTS EXPRESSED IN EURO | TURQUEY | MODELO CONTINENTE INTERNACIONAL TRADE |
TOTAL DISCOUNTINUING OPERATIONS |
||
| Turnover | – | 47,601,244 | 47,601,244 | ||
| Other income | 33 | 5,994,435 | 5,994,468 | ||
| Cost of goods sold and materials consumed | – | (47,425,280) | (47,425,280) | ||
| External supplies and services | (9,165) | (3,888) | (13,053) | ||
| Other expenses | (21,185) | (6,122,938) | (6,144,123) | ||
| Financial Income and Expenses | (1,791,312) | (741) | (1,792,053) | ||
| PROFIT/(LOSS) BEFORE TAX | (1,821,629) | 42,832 | (1,778,797) | ||
| Income tax expense | – | (10,709) | (10,709) | ||
| PROFIT/(LOSS) AFTER TAX | (1,821,629) | 32,123 | (1,789,506) | ||
| Income or expenses related to loss control | 5,744,961 | – | 5,744,961 | ||
| PROFIT/(LOSS) FOR PERIOD FROM DISCOUNTINUING OPERATIONS | 3,923,332 | 32,123 | 3,955,455 |
As at 31 December 2020 and 2019, the categories and fair value of the fi nancial instruments were classifi ed as follows:
| 31 DEC 2020 | ||||
|---|---|---|---|---|
| AMOUNTS EXPRESSED IN EURO | TURQUEY | MODELO CONTINENTE INTERNACIONAL TRADE |
TOTAL DISCOUNTINUING OPERATIONS |
|
| Other tax assets | 188,412 | – | 188,412 | |
| Cash and bank balances | 24,696 | – | 24,696 24,696 |
|
| Trade payables | (487,918) | – | (487,918) | |
| PROFIT/(LOSS) BEFORE TAX | (274,810) | – | (274,810) | |
| Net income | (1,821,629) | 32,123 | (1,789,506) | |
| Conversion reserves | 5,470,151 | – | 5,470,151 | |
| PROFIT/(LOSS) FOR PERIOD FROM DISCOUNTINUING OPERATIONS | 3,923,332 | 32,123 | 3,955,455 |
| FINANCIAL ASSETS | NOTES | FINANCIAL ASSETS RECORDED AT AMORTIZED COST |
ASSETS AT FAIR VALUE THROUGH THE OTHER COMPREHENSIVE INCOME |
ASSETS AT FAIR VALUE THROUGH THE INCOME STATEMENT |
OTHERS NON-FINANCIAL ASSETS |
TOTAL |
|---|---|---|---|---|---|---|
| AS AT 31 DECEMBER 2020 | ||||||
| NON-CURRENT ASSETS | ||||||
| Assets at fair value through results | 11 | – | – | 15,583,705 | – | 15,583,705 |
| Other non-current assets | 12 | 9,035,366 | – | – | – | 9,035,366 |
| 9,035,366 | – | 15,583,705 | – | 24,619,071 | ||
| CURRENT ASSETS | ||||||
| Trade receivables | 14 | 55,372,877 | – | – | – | 55,372,877 |
| Other receivables | 15 | 64,726,308 | – | – | 3,437,443 | 68,163,751 |
| Other investments Other investments |
11 | – | 2,663,026 | – | – | 2,663,026 |
| Cash and bank balances Cash and bank balances |
20 | 194,423,583 | – | – | – | 194,423,583 |
| 314,522,768 | 2,663,026 | – | 3,437,443 | 320,623,237 | ||
| 323,558,134 | 2,663,026 | 15,583,705 | 3,437,443 | 345,242,308 |
| FINANCIAL ASSETS | NOTES | FINANCIAL ASSETS RECORDED AT AMORTIZED COST |
ASSETS AT FAIR VALUE THROUGH THE OTHER COMPREHENSIVE INCOME |
ASSETS AT FAIR VALUE THROUGH THE INCOME STATEMENT |
OTHERS NON FINANCIAL ASSETS |
TOTAL |
|---|---|---|---|---|---|---|
| AS AT 31 DECEMBER 2019 | ||||||
| NON-CURRENT ASSETS | ||||||
| Assets at fair value through results | 11 | – | – | 17,247,851 | – | 17,247,851 |
| Other non-current assets | 12 | 10,763,959 | – | – | – | 10,763,959 |
| 10,763,959 | – | 17,247,851 | – | 28,011,810 | ||
| CURRENT ASSETS | ||||||
| Trade receivables | 14 | 98,402,123 | – | – | – | 98,402,123 |
| Other receivables | 15 | 67,054,121 | – | – | 10,005,333 | 77,059,454 |
| Other investments | 11 | – | 394,309 | – | – | 394,309 |
| Cash and bank balances | 20 | 77,339,624 | – | – | – | 77,339,624 |
| 242,795,868 | 394,309 | – | 10,005,333 | 253,195,510 | ||
| 253,559,827 | 394,309 | 17,247,851 | 10,005,333 | 281,207,329 |
In accordance with the requirements of IFRS 13, the fair value of fi nancial assets and liabilities measured at fair value correspond to the following fair value hierarchy levels (see Note 2.1)):
| FINANCIAL LIABILITIES | NOTES | FINANCIAL LIABILITIES RECORDED AT AMORTIZED COST |
LIABILITIES AT FAIR VALUE THROUGH THE OTHER COMPREHENSIVE INCOME |
LIABILITIES AT FAIR VALUE THROUGH THE INCOME STATEMENT |
OTHERS NON FINANCIAL LIABILITIES |
TOTAL |
|---|---|---|---|---|---|---|
| AS AT 31 DECEMBER 2019 | ||||||
| NON-CURRENT LIABILITIES | ||||||
| Bank loans | 23 | 407,666,667 | − | − | − | 407,666,667 |
| Bonds | 23 | 252,163,176 | – | – | – | 252,163,176 |
| Other non-current liabilities | 25 | 1,823,388 | – | – | 20,895,680 | 22,719,068 |
| 661,653,231 | – | – | 20,895,680 | 682,548,911 | ||
| CURRENT LIABILITIES | ||||||
| Bank loans | 23 | 16,847,781 | − | − | − | 16,847,781 |
| Bonds | 23 | 2,996,380 | – | – | – | 2,996,380 |
| Other loans | 23 and 24 | 10,613 | 420,098 | − | − | 430,711 |
| Trade payables | 27 | 870,957,571 | – | – | – | 870,957,571 |
| Other payables | 28 | 76,568,322 | – | – | – | 76,568,322 |
| 967,380,667 | 420,098 | – | – | 967,800,765 | ||
| 1,629,033,898 | 420,098 | – | 20,895,680 | 1,650,349,676 |
| 31 DEC 2020 | 31 DEC 2019 | ||||||
|---|---|---|---|---|---|---|---|
| LEVEL 1 | LEVEL 2 | LEVEL 3 | LEVEL 1 | LEVEL 2 | LEVEL 3 | ||
| FINANCIAL ASSETS MEASURED AT FAIR VALUE | |||||||
| Assets at fair value through pro t and loss (Note 11) | – | – | 15,583,705 | – | – | 17,247,851 | |
| Derivatives (Note 11 and 24) | – | 2,663,026 | – | – | 394,309 | – | |
| – | 2,663,026 | 15,583,705 | – | 394,309 | 17,247,851 | ||
| FINANCIAL LIABILITIES MEASURED AT FAIR VALUE | |||||||
| Derivatives (Note 24) | – | 1,170,794 | – | – | 420,098 | – | |
| – | 1,170,794 | – | – | 420,098 | – |
During the periods ended as at 31 December 2020 and 2019, the movements in Property, plant and equipment as well accumulated depreciation and impairment losses are made up as follows:
| FINANCIAL LIABILITIES | NOTES | FINANCIAL LIABILITIES RECORDED AT AMORTIZED COST |
LIABILITIES AT FAIR VALUE THROUGH THE OTHER COMPREHENSIVE INCOME |
LIABILITIES AT FAIR VALUE THROUGH THE INCOME STATEMENT |
OTHERS NON FINANCIAL LIABILITIES |
TOTAL |
|---|---|---|---|---|---|---|
| AS AT 31 DECEMBER 2020 | ||||||
| NON-CURRENT LIABILITIES | ||||||
| Bank loans | 23 | 333,973,644 | – | – | – | 333,973,644 333,973,644 |
| Bonds | 23 | 321,021,071 | – | – | – | 321,021,071 |
| Other non-current liabilities | 25 | 1,435,875 | – | – | 21,236,085 | 22,671,960 |
| 656,430,590 | – | – | 21,236,085 | 677,666,675 | ||
| CURRENT LIABILITIES | ||||||
| Bank loans | 23 | 3,840,276 | – | – | – | 3,840,276 |
| Other loans | 23 and 24 | 66,927 | 1,170,794 | – | – | 1,237,721 |
| Trade payables | 27 | 794,952,544 | – | – | – | 794,952,544 |
| Other payables | 28 | 85,785,832 | – | – | – | 85,785,832 |
| 884,645,579 | 1,170,794 | – | – | 885,816,373 885,816,373 |
||
| 1,541,076,169 | 1,170,794 | – | 21,236,085 | 1,563,483,048 |
| PROPERTY, PLANT AND EQUIPMENT |
LAND AND BUILDINGS |
PLANT AND MACHINERY |
VEHICLES | FIXTURES AND FITTINGS |
OTHER TANGIBLE ASSETS |
TANGIBLE ASSETS IN PROGRESS |
TOTAL PROPERTY, PLANT AND EQUIPMENT |
|---|---|---|---|---|---|---|---|
| GROSS ASSETS | |||||||
| OPENING BALANCE AS AT 1 JANUARY 2019 |
1,087,557,293 1,202,871,926 | 22,794,601 | 110,268,308 | 38,707,301 | 28,629,315 2,490,828,744 | ||
| Investment | 10,377,739 | 8,288,321 | 90,036 | 4,300,907 | 801,034 182,927,738 | 206,785,775 | |
| Acquisitions of subsidiaries | 5,740,925 | 20,906,921 | 568,225 | 15,839,145 | 4,032,337 | 1,868,398 | 48,955,951 |
| Disposals | (22,131,483) | (51,518,401) | (909,679) | (11,068,401) | (2,389,444) | (2,798,229) | (90,815,637) |
| Exchange rate effect Exchange rate effect |
− | − | − | (10,878) | − | − | (10,878) |
| Assets available for sale | (6,648,041) | (27,413,094) | (961,788) | − | − | − | (35,022,923) |
| Transfers | (248,390) | 163,562,157 | 3,177,141 | 11,539,175 | 3,241,852 (185,324,860) | (4,052,925) | |
| OPENING BALANCE AS AT 1 JANUARY 2020 |
1,074,648,043 1,316,697,830 | 24,758,536 | 130,868,256 44,393,080 25,302,362 2,616,668,107 | ||||
| Investment | 12,183,546 | 7,199,372 | 154,448 | 3,000,046 | 535,915 159,057,778 | 182,131,105 | |
| Disposals | (10,556,011) | (31,970,366) | (478,493) | (11,534,071) | (916,688) | (3,017,111) | (58,472,740) |
| Exchange rate effect | − | − | − | (1,251) | − | − | (1,251) |
| Transfers | 16,768,523 | 116,389,833 | 1,882,858 | 9,728,888 | 2,649,744 (148,996,074) | (1,576,228) | |
| CLOSING BALANCE AS AT 31 DECEMBER 2020 |
1,093,044,101 1,408,316,669 | 26,317,349 | 132,061,868 46,662,051 32,346,955 2,738,748,993 | ||||
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES |
|||||||
| OPENING BALANCE AS AT 1 JANUARY 2019 |
350,421,802 | 716,837,775 | 16,437,733 | 82,310,659 | 31,680,757 | − | 1,197,688,726 |
| Depreciation of period | 16,697,958 | 91,665,615 | 1,528,501 | 11,449,637 | 3,318,514 | − | 124,660,225 |
| Impairment losses of the period (Note 30) |
2,283,025 | 967,954 | 6,052 | 4,115 | 4,648 | − | 3,265,794 |
| Acquisitions of subsidiaries | − | 8,327,153 | 396,916 | 9,288,901 | 2,025,410 | − | 20,038,380 |
| Disposals | (8,168,330) | (44,422,314) | (869,658) | (10,725,849) | (2,363,434) | − | (66,549,585) |
| Exchange rate effect | − | − | − | (8,943) | − | − | (8,943) |
| Depreciation of assets available for sale |
(6,875,669) | (646,792) | − | − | − | − | (7,522,461) |
| Transfers Transfers |
− | (826,729) | (12,148) | (319,484) | (26,939) | − | (1,185,300) |
| OPENING BALANCE AS AT 1 OPENING BALANCE AS AT 1 JANUARY 2020 JANUARY 2020 |
354,358,786 771,902,662 | 17,487,396 | 91,999,036 34,638,956 | − 1,270,386,836 | |||
| Depreciation | 16,201,025 | 95,325,493 | 1,672,006 | 12,071,527 | 3,469,910 | − | 128,739,961 |
| Impairment losses of the period (Note 30) |
1,859,002 | 2,478,424 | 6,456 | 46,892 | 13,787 | − | 4,404,561 |
| Disposals | (729,861) | (27,502,438) | (446,991) | (11,193,343) | (886,387) | − | (40,759,020) |
| Exchange rate effect | − | − | − | (459) | − | − | (459) |
| Transfers | 52,761 | (66,203) | (148) | (63,164) | (354) | − | (77,108) |
| CLOSING BALANCE AS AT 31 DECEMBER 2020 |
371,741,713 | 842,137,938 | 18,718,719 | 92,860,489 | 37,235,912 | − 1,362,694,771 | |
| CARRYING AMOUNT | |||||||
| AS AT 31 DECEMBER 2019 AS AT 31 DECEMBER 2019 |
720,289,257 544,795,168 | 7,271,140 | 38,869,220 | 9,754,124 25,302,362 1,346,281,271 | |||
| AS AT 31 DECEMBER 2020 AS AT 31 DECEMBER 2020 |
721,302,388 | 566,178,731 | 7,598,630 | 39,201,379 | 9,426,139 32,346,955 1,376,054,222 |
The investment includes the acquisition of assets of approximately 159 million euros (183 million euros in 2019), associated with the opening and remodelling of stores.
As described in note 2.5.c), with the adoption of IFRS 16 and if the transfer of the asset complies with the requirements of IFRS 15, the sale of the asset in a sale and leaseback transaction should be recognized and the asset "Rights of use", which must be measured by the proportion of the transferred asset. The gains or losses on these transactions should also be recognized only in proportion to the transferred rights.
These right of use assets have an initial period of 20 years, and the lease term can be extended, with market conditions, by four additional periods of 10 years, and it was considered by the Board of Directors that only the initial which is less than the remaining useful life of the assets subject to the transaction. It was also considered that there is no type of obligation to repurchase the assets subject to leasing, and the Group's current call options are exercisable based on market prices, as well as the present value of the minimum lease payments location.
Most real estate assets from Sonae MC, as at 31 December 2020 and 2019, which are recorded at acquisition cost deducted of amortization and impairment charges, were evaluated by independent appraisers (Jones Lang LaSalle). These evaluations were performed using the income method, using yields between 6.75% and 9.00 % (6.75% and 9,00 % in 2019), where the fair value of the property is in "Level 3" hierarchy - according to the classifi cation given by IFRS 13. Such assessments support the value of the assets as at 31 December 2020.
The most signifi cant amounts included in the caption " Property, plant and equipment in progress" include about 27 million euros (22 million euros as at 31 December 2019) related to the remodelling and expansion of stores.
The caption "Impairment losses for Property, plant and equipment" can be detailed as follows:
Disposal in the years 2020 and 2019 can be analysed as follow: During the period ended at 31 December 2020 and 31 December 2019, several sale and leaseback transactions were accounted. The accounting values of the disposed assets, approximately, 37.6 million euros (12.2 million euros as at 31 December 2019), and these assets were classifi ed in the above movement as divestment for the year 10.1 million euros and the rest were recorded as noncurrent assets held for sale at 31 December 2019. The sold assets correspond to 6 real estate food retail assets located in Portugal (2 real estate food retail assets located in Portugal in 2019). These operations resulted in a cash infl ow of 51.4 million euros (24.4 million euros as at 31 December 2019) and generated a net capital gain of approximately, 2.9 million euros (3.2 million euros as at 31 December 2019) (Note 36) and a right to use of 28.0 million euros (8.5 million euros as at 31 December 2019). December 2019, disposed assets, real estate As described
| LAND AND BUILDINGS |
PLANT AND MACHINERY |
VEHICLES | FIXTURES AND FITTINGS |
OTHER TANGIBLE ASSETS |
TANGIBLE ASSETS IN PROGRESS |
TOTAL PROPERTY, PLANT AND EQUIPMENT |
|
|---|---|---|---|---|---|---|---|
| GROSS ASSETS: | |||||||
| Disposals | (1,329,218) | (30,328,872) | (478,493) | (11,534,071) | (879,916) | (3,017,111) | (47,567,681) |
| Sale and Leaseback | (9,226,793) | (1,641,494) | − | − | (36,772) | − | (10,905,059) |
| CLOSING BALANCE AS AT 31 DECEMBER 2020 |
(10,556,011) (31,970,366) | (478,493) | (11,534,071) | (916,688) | (3,017,111) (58,472,740) | ||
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES: | |||||||
| Disposals | (387,134) | (27,060,414) | (446,991) | (11,193,343) | (860,619) | − | (39,948,501) |
| Sale and Leaseback | (342,727) | (442,024) | − | − | (25,768) | − | (810,519) |
| CLOSING BALANCE AS AT 31 DECEMBER 2020 |
(729,861) (27,502,438) | (446,991) | (11,193,343) | (886,387) | − (40,759,020) | ||
| CARRYING AMOUNT | |||||||
| Disposals | (942,084) | (3,268,458) | (31,502) | (340,728) | (19,297) | (3,017,111) | (7,619,180) |
| Sale and Leaseback | (8,884,066) | (1,199,470) | − | − | (11,004) | − (10,094,540) |
| LAND AND BUILDINGS |
PLANT AND MACHINERY |
VEHICLES | FIXTURES AND FITTINGS |
OTHER TANGIBLE ASSETS |
TANGIBLE ASSETS IN PROGRESS |
TOTAL PROPERTY, PLANT AND EQUIPMENT |
|
|---|---|---|---|---|---|---|---|
| GROSS ASSETS: | |||||||
| Disposals | (3,666,645) | (50,752,555) | (909,679) | (11,068,401) | (2,389,444) | (2,798,229) | (71,584,953) |
| Sale and Leaseback | (18,464,838) | (765,846) | − | − | − | − | (19,230,684) |
| CLOSING BALANCE AS AT 31 DECEMBER 2019 |
(22,131,483) | (51,518,401) | (909,679) | (11,068,401) | (2,389,444) | (2,798,229) (90,815,637) | |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES: | |||||||
| Disposals | (1,628,027) | (43,968,415) | (869,658) | (10,725,849) | (2,363,434) | − | (59,555,384) |
| Sale and Leaseback | (6,540,303) | (453,899) | − | − | − | − | (6,994,201) |
| CLOSING BALANCE AS AT 31 DECEMBER 2019 |
(8,168,330) (44,422,314) | (869,658) | (10,725,849) | (2,363,434) | − (66,549,585) | ||
| CARRYING AMOUNT | |||||||
| Disposals | (2,038,618) | (6,784,139) | (40,021) | (342,552) | (26,010) | (2,798,229) (12,029,569) | |
| Sale and Leaseback | (11,924,535) | (311,948) | − | − | − | − (12,236,483) |
| LAND AND BUILDINGS |
PLANT AND MACHINERY |
VEHICLES | FIXTURES AND FITTINGS |
OTHER TANGIBLE ASSETS |
TANGIBLE ASSETS IN PROGRESS |
TOTAL PROPERTY, PLANT AND EQUIPMENT |
|
|---|---|---|---|---|---|---|---|
| IMPAIRMENT LOSSES | |||||||
| OPENING BALANCE AS AT 1 JANUARY 2019 |
78,745,806 | 5,505,292 | 765 | 317,055 | 21,839 | − | 84,590,757 |
| Impairment losses of the period (Note 30) |
2,283,025 | 967,954 | 6,052 | 4,115 | 4,648 | − | 3,265,794 |
| Disposals (Note 30) | (578,822) | (570,018) | − | (17,183) | (1,909) | − | (1,167,932) |
| OPENING BALANCE AS AT 1 JANUARY 2020 |
80,450,009 | 5,903,228 | 6,817 | 303,987 | 24,578 | − | 86,688,619 |
| Impairment losses of the period (Note 30) |
1,859,002 | 2,478,424 | 6,456 | 46,892 | 13,787 | − | 4,404,561 |
| Disposals (Note 30) | (90,758) | (261,246) | − | (12,010) | (540) | − | (364,554) |
| CLOSING BALANCE AS AT 31 CLOSING BALANCE AS AT 31 DECEMBER 2020 (NOTE 31) DECEMBER 2020 (NOTE 31) |
82,218,253 | 8,120,406 | 13,273 | 338,869 | 37,825 | — | 90,728,626 |
In the years ended at 31 December 2020 and 2019, the movement occurred in intangible assets and in the corresponding accumulated amortization and impairment losses, was as follows:
As at 31 December 2020 the investment related to intangible assets in progress includes 26.3 million euros related to IT projects and development software (26 million euros at 31 December 2019). Within that amount it is included 10.6 million euros of capitalizations of personnel costs (about 10.8 million euros in 31 December 2019) (Note 36).
Additionally, the caption "Patents and other similar rights" include the acquisition cost of a group of brands with indefi nite useful lives among which the "Continente" brand, acquired in previous years, amounting to 75 million euros and Arenal brand amounting to 58.4 million euros, previously mentioned valued in the acquisition process.
Sonae MC performs annual impairment tests on the value of brands, supported by internal valuations based on the Royalty Relief methodology. As the related valuations more than support the carrying amount of the assets as at 31 December 2020, no impairment was booked during the year.
During the years ended on 31 December 2020 and 2019, the detail and the movement in the value of the rights of use assets, as well as in the respective depreciations, was as follows:
In the consolidated income statement, 95.5 million euros were recognized for depreciation of the period (91.3 million euros in 2019) and 65.5 million euros of interest relating to the adjusted debt (61.2 million euros in 2019) (Note 35).
The responsibilities related to Right of use assets were recorded under the caption "Non-Current and current Lease Liabilities" in the amount respectively of 1.013 million euros and 80 million euros (930 million euros and 76 million euros in 31 December 2019).
| INTANGIBLE ASSETS | INDUSTRIAL PROPERTY |
SOFTWARE | PREMIUM PAID FOR PROPERTY OCCUPATION |
OTHER INTANGIBLE ASSETS |
INTANGIBLE ASSETS IN PROGRESS |
TOTAL INTANGIBLE ASSETS |
|---|---|---|---|---|---|---|
| GROSS ASSETS | ||||||
| OPENING BALANCE AS AT 1 JANUARY 2019 |
93,678,549 | 338,002,049 | 8,090,803 | 827,922 | 25,815,572 | 466,414,895 |
| Investment | 204,000 | 494,912 | − | − | 25,515,766 | 26,214,678 |
| Acquisitions of subsidiaries | 50,903 | 2,681,526 | 157,485 | − | 42,482 | 2,932,396 |
| Fair value of acquired assets | 58,400,000 | − | − | − | − | 58,400,000 |
| Disposals | (8,544) | (9,705,055) | (22,693) | − | (6,931,517) | (16,667,809) |
| Exchange rate effect | (9,917) | (8) | − | (2,943) | − | (12,868) |
| Transfers | (91,500) | 23,769,808 | − | (50,899) | (23,458,363) | 169,046 |
| OPENING BALANCE AS AT 1 JANUARY 2020 |
152,223,491 | 355,243,232 | 8,225,595 | 774,080 | 20,983,940 | 537,450,338 |
| Investment | 5,317 | 643,506 | 210,000 | − | 26,380,760 | 27,239,583 |
| Disposals | (131,923) | (7,510,001) | − | − | (594,214) | (8,236,138) |
| Exchange rate effect | − | − | − | (4,348) | − | (4,348) |
| Transfers | 87,533 | 22,292,851 | − | 3,580 | (21,920,599) | 463,365 |
| CLOSING BALANCE AS AT 31 DECEMBER 2020 |
152,184,418 | 370,669,588 | 8,435,595 | 773,312 | 24,849,887 | 556,912,800 |
| ACCUMULATED DEPRECIATION AND IMPAIRMENT LOSSES | ||||||
| OPENING BALANCE AS AT 1 JANUARY 2019 |
18,205,570 | 229,365,015 | 7,304,080 | 389,248 | 255,263,913 255,263,913 |
|
| Depreciation of the period | 240,427 | 27,456,808 | 579 | 142,776 | − | 27,840,590 |
| Impairment losses of the period (Note 30) |
− | 171,142 | − | − | − | 171,142 |
| Acquisitions of subsidiaries | 39,868 | 1,928,113 | 1,981 | − | − | 1,969,962 |
| Disposals | (8,544) | (8,778,28) | − | − | − | (8,786,826) |
| Exchange rate effect | (8,813) | (7) | − | (2,742) | − | (11,562) |
| Transfers | (179,842) | (2,103) | − | (46,785) | − | (228,730) |
| OPENING BALANCE AS AT 1 JANUARY 2020 |
18,288,666 | 250,140,686 | 7,306,640 | 482,497 | − | 276,218,489 |
| Depreciation of the period | 188,833 | 29,015,023 | 5,742 | 143,287 | − | 29,352,885 |
| Impairment losses of the period (Note 30) | 96,884 | 766,914 | − | − | − | 863,798 863,798 |
| Disposals | (124,532) | (7,182,856) | − | − | − | (7,307,388) |
| Exchange rate effect | − | − | − | (4,348) | − | (4,348) |
| Transfers | (5,521) | − | − | − | − | (5,521) |
| CLOSING BALANCE AS AT 31 DECEMBER 2020 |
18,347,446 | 272,739,767 | 7,312,382 | 621,436 | − | 299,117,915 |
| CARRYING AMOUNT | ||||||
| AS AT 31 DECEMBER 2019 | 133,934,825 | 105,102,546 | 918,955 | 291,583 | 20,983,940 | 261,231,849 |
| AS AT 31 DECEMBER 2020 | 133,836,972 | 97,929,821 | 1,123,213 | 151,876 | 24,849,887 | 257,794,885 |
| LAND AND BUILDINGS | VEHICLES | OTHER TANGIBLE ASSETS |
TOTAL TANGIBLE ASSETS |
|
|---|---|---|---|---|
| GROSS ASSETS | ||||
| OPENING BALANCE AS AT 1 JANUARY 2019 | 1,070,798,058 | 17,994,413 | 515,523 | 1,089,307,993 |
| Acquisition of subsidiaries | 46,019,214 | − | − | 46,019,214 |
| Additions | 103,473,063 | 69,395,813 | 99,243 | 172,968,119 |
| Write-offs and decreases | (11,839,761) | (2,010,186) | (3,590) | (13,853,537) |
| OPENING BALANCE AS AT 1 JANUARY 2020 |
1,208,450,574 | 85,380,039 | 611,176 | 1,294,441,789 |
| Additions | 172,541,629 | 7,342,985 | 467,676 | 180,352,290 |
| Write-offs and decreases | (43,786,331) | (8,302,338) | (126,308) | (52,214,977) |
| CLOSING BALANCE AS AT 31 DECEMBER 2020 |
1,337,205,872 | 84,420,686 | 952,544 | 1,422,579,102 |
| ACCUMULATED AMORTIZATION AND IMPAIRMENT | ||||
| OPENING BALANCE AS AT 1 JANUARY 2019 AT 1 |
301,662,959 | 7,231,014 | 312,628 | 309,206,601 |
| Depreciation of the period | 70,387,955 | 20,776,876 | 99,322 | 91,264,154 |
| Write-offs and tranfers | (3,384,098) | (1,083,513) | − | (4,467,611) |
| OPENING BALANCE AS AT 1 JANUARY 2020 |
368,666,816 | 26,924,377 | 411,950 | 396,003,144 |
| Depreciation of the period | 74,590,699 | 20,828,777 | 87,476 | 95,506,952 |
| Impairment losses of the period | 208,871 | 25,806 | − | 234,678 |
| Write-offs and tranfers | (21,526,291) | (7,249,125) | (76,734) | (28,852,150) |
| CLOSING BALANCE AS AT 31 DECEMBER 2020 |
421,940,095 | 40,529,836 | 422,692 | 462,892,623 |
| CARRYING AMOUNT | ||||
| AS AT 31 DECEMBER 2019 | 839,783,758 | 58,455,662 | 199,225 | 898,438,645 |
| AS AT 31 DECEMBER 2020 | 915,265,776 | 43,890,851 | 529,851 | 959,686,479 |
| GROSS ASSETS | |
|---|---|
| OPENING BALANCE AS AT 1 JANUARY | |
| CLOSING BALANCE AS AT 31 DECEMBER | |
| ACCUMULATED AMORTIZATION AND IMPAIRMENT | |
| AT 1 | |
| OPENING BALANCE AS AT 1 JANUARY | |
| CLOSING BALANCE AS AT 31 DECEMBER | |
| CARRYING AMOUNT | |
For this purpose, the Sonae MC use internal valuation of its business concepts, using annual planning methodologies, supported in business plans that consider cash fl ow projections for each unit which depend on detailed and properly supported assumptions. These plans take into consideration the impact of the major actions that will be carried out by each business concept as well as a study of the resource's allocation of the company.
The recoverable value of cash generating units is determined based on its value in use, which is calculated taking into consideration the last approved business plans which are prepared using cash fl ow projections for periods of 5 years.
The case scenarios are elaborated with a weighted average cost of capital and with a growth rate of cash-fl ows in perpetuity that can be detailed as follows:
Despite the context of uncertainty regarding the level of evolution and contagion of the virus and the economic slowdown caused by the pandemic context, as mentioned in the introductory note, some of the Group's business operations were signifi cantly affected. However, the analysis of signs of impairment, the revision of the projections and the impairment tests led to the determination of losses, in the year ended 31 December 2020 in the amount of 7 million euros.
The sensitivity analysis performed, required by IAS 36 - Impairment of Assets, did not lead to material changes in the recoverable values, so that no material impairments would result.
The repayment plan for lease liabilities, as at 31 December 2020 and 2019, can be analysed as follows:
Goodwill is allocated to each of the homogeneous groups of cash generating units, namely to each of the insignia of the segment distributed by country and each of the properties.
As at 31 December 2020 and 2019, the caption "Goodwill" was made up as follows by country:
During the year ended in 31 December 2020 and 2019, movements occurred in Goodwill as well as in the corresponding impairment losses, are as follows:
The evaluation of the existence, or not, of impairment losses in Goodwill is made by taking into account the cash-generating units, based on the most recent business plans duly approved by the Group's Board of Directors, which are made on an annual basis prepared with cash fl ow projections for periods of fi ve years and ten years, carried out on an annual basis, except if there are signs of impairment, a situation in which the periodicity is greater.
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Portugal | 442,895,419 | 449,984,119 |
| Spain | 19,440,000 | 19,440,000 |
| 462,335,419 | 469,424,119 |
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| GROSS VALUE: | ||
| Opening balance | 476,627,337 | 453,816,647 |
| Goodwill generated in the period | − | 22,810,690 |
| CLOSING BALANCE | 476,627,337 | 476,627,337 |
| ACCUMULATED IMPAIRMENT | ||
| Opening balance | 7,203,218 | 7,203,218 |
| Increases | 7,088,700 | − |
| CLOSING BALANCE | 14,291,918 | 7,203,218 |
| NET VALUE | 462,335,419 | 469,424,119 |
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Recoverable amount basis | Value in use | Value in use |
| Weighted average cost of capital | 8% to 10% | 9% to 10% |
| Growth rates in perpetuity | <=2% | <=2% |
| Composite rate of sales growth | - 0.8% to 1.7% | - 0.3% to 2.1% |
Joint ventures and associates, their head offi ces, proportion of capital held and value in the statement of fi nancial position as at 31 December 2020 and 2019 are as follows:
Jointly controlled companies and associated companies were included in the consolidated fi nancial statements by the equity method.
As at 31 December 2020 and 2019, summary fi nancial information of joint ventures of the group can be analysed as follows:
*the percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(s) which hold(s) a participation, hold(s) this participation directly in the share capital of that company.
1) Associate in liquidation process.
| 31 DEC 2020 | 31 DEC 2019 | ||||||
|---|---|---|---|---|---|---|---|
| CAPITAL | INTERESTS | UPDATED LIABILITIES |
CAPITAL | INTERESTS | UPDATED LIABILITIES |
||
| N+1 | 147,312,589 | 67,162,685 | 80,149,904 | 137,961,696 | 61,962,929 | 75,998,767 | |
| N+2 | 138,909,080 | 63,291,695 | 75,617,385 | 132,670,795 | 58,199,665 | 74,471,130 | |
| N+3 | 118,928,043 | 59,518,708 | 59,409,335 | 127,877,027 | 54,382,109 | 73,494,917 | |
| N+4 | 114,846,046 | 55,780,002 | 59,066,044 | 106,764,683 | 50,677,904 | 56,086,779 | |
| N+5 | 111,106,458 | 51,924,109 | 59,182,349 | 98,082,867 | 47,260,627 | 50,822,240 | |
| After N+5 | 1,057,135,833 | 297,650,752 | 759,485,081 | 954,130,387 | 278,612,157 | 675,518,231 | |
| 31 DEC 2020 | ||||
|---|---|---|---|---|
| JOINT VENTURES | SOHI MEAT | MAREMOR | ||
| Assets | ||||
| Property, plan and equipment | 16,310,555 | 2,614 | ||
| Intangible assets | 179,587 | 169 | ||
| Right of use | 8,525,439 | − | ||
| Investments in joint ventures and associates | − | 21,954 | ||
| Other non-current assets Other non-current assets |
353,969 | − | ||
| NON-CURRENT ASSETS | 25,369,550 | 24,737 | ||
| Cash and cash equivalents | 466,423 | 254,107 | ||
| Other current assets | 47,384,245 | 54,983 | ||
| CURRENT ASSETS | 47,850,668 | 309,090 | ||
| Total assets | 73,220,218 | 333,827 |
| STATEMENT OF FINANCIAL | PERCENTAGE OF CAPITAL HELD | 1,006,392,063 | 551,095,392 | 1,557,487,455 | 1,092,910,098 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| POSITION 31 DEC 2019 |
31 DEC 2020 | |||||||||
| HEAD OFFICE DIRECT TOTAL DIRECT TOTAL 31 DEC 2020 31 DEC 2019 | COMPANY | |||||||||
| 50.00% 3,364,636 |
50.00% | 50.00% | 50.00% | Santarém | Sohi Meat Solutions - Distribuição de Carnes, SA | |||||
| 30.00% 139,077 |
50.00% | 30.00% | 50.00% | Madrid | Maremor Beauty & Fragances, S.L. | |||||
| 3,503,713 | INVESTMENTS IN JOINT VENTURES | |||||||||
| 30.00% − |
− 30.00% | − | Maputo | 1) S2 Mozambique, SA | ||||||
| 25.00% 564,095 |
25.00% | 25.00% | 25.00% | Sempre a Postos - Produtos Alimentares e Utilidades, Lda Lisbon Utilidades, Lda |
||||||
| 564,095 | INVESTMENT IN ASSOCIATES COMPANIES | |||||||||
| 4,067,808 | TOTAL |
The reconciliation of fi nancial information with the joint ventures carrying amount can be analysed as follows:
| 31 DEC 2020 | |||||
|---|---|---|---|---|---|
| JOINT VENTURES | SOHI MEAT | MAREMOR | |||
| Total revenue | 288,963,145 | 484,000 | |||
| Other income | 3,959,530 | − | |||
| 292,922,675 | 484,000 | ||||
| Cost of goods sold and materials consumed | (259,946,803) | − | |||
| External supplies and services | (12,981,500) | − | |||
| Depreciation and amortisation | (5,164,583) | (1,170) | |||
| Other operating costs | (12,622,703) | (445,975) | |||
| (290,715,589) | (447,145) | ||||
| Financial results | (532,180) | − | |||
| Income taxation | (378,873) | − | |||
| CONSOLIDATED NET INCOME/(LOSS) FOR THE YEAR | 1,296,033 | 36,855 |
| 31 DEC 2019 | ||
|---|---|---|
| JOINT VENTURES | SOHI MEAT | MAREMOR |
| ASSETS | ||
| Property, plan and equipment | 18,832,996 | 3,740 |
| Intangible assets | 476,543 | 154 |
| Right of use | 2,708,727 | − |
| Other non-current assets | 656,974 | 3,326 |
| NON-CURRENT ASSETS | 22,675,240 | 7,220 |
| Cash and cash equivalents | 175,853 | 196,701 |
| Other current assets | 44,284,537 | 104,059 |
| CURRENT ASSETS | 44,460,390 | 300,760 |
| TOTAL ASSETS | 67,135,630 | 307,980 |
| Liabilities | ||
| Other non-current liabilities | 1,921,427 | − |
| NON-CURRENT LIABILITIES | 1,921,427 | − |
| Other current liabilities | 58,331,987 | 66,681 |
| TOTAL CURRENT LIABILITIES | 59,331,987 | 66,681 |
| Total liabilities | 61,253,414 | 66,681 |
| Shareholders' funds excluding non-controlling interests | 5,882,216 | 241,299 |
| Non-controlling interests | − | − |
| TOTAL EQUITY | 5,882,216 | 241,299 |
| TOTAL EQUITY AND LIABILITIES | 67,135,630 | 307,980 |
As at 31 December 2020 and 2019, summary fi nancial information of associated companies can be analysed as follows:
| 31 DEC 2020 | ||
|---|---|---|
| JOINT VENTURES | SOHI MEAT | MAREMOR |
| LIABILITIES | ||
| Other non-current liabilities | 9,068,434 | − |
| NON-CURRENT LIABILITIES | 9,068,434 | − |
| Loans | − | 51 |
| Other current liabilities | 58,167,447 | 55,622 |
| TOTAL CURRENT LIABILITIES | 58,167,447 | 55,673 55,673 |
| TOTAL LIABILITIES | 67,235,881 | 55,673 |
| Shareholders' funds excluding non-controlling interests | 5,984,337 | 278,154 |
| Non-controlling interests | − | − |
| TOTAL EQUITY | 5,984,337 | 278,154 |
| TOTAL EQUITY AND LIABILITIES | 73,220,218 | 333,827 |
| 31 DEC 2019 | ||
|---|---|---|
| JOINT VENTURES | SOHI MEAT | MAREMOR |
| Total revenue | 267,877,312 | 566,000 |
| Other income | 823,108 | - |
| 268,700,420 | 566,000 | |
| Cost of goods sold and materials consumed | (241,235,444) | - |
| External supplies and services | (12,067,094) | - |
| Depreciation and amortisation | (5,113,810) | (1,599) |
| Other operating costs | (8,262,688) | (521,934) |
| (266,679,036) | (523,533) | |
| Financial results | (403,453) | - |
| Income taxation | (361,182) | (10,625) |
| CONSOLIDATED NET INCOME/(LOSS) FOR THE YEAR | 1,256,749 | 31,842 |
| 31 DEC 2020 | 31 DEC 2019 | |||
|---|---|---|---|---|
| JOINT VENTURES | SOHI MEAT | MAREMOR | SOHI MEAT | MAREMOR |
| Equity | 5,984,337 | 278,154 | 5,882,216 | 241,299 |
| Percentage of share capital held | 50% | 30% | 50% | 30% |
| Share of the net assets Share of the net assets |
2,992,169 | 83,446 | 2,941,108 | 72,390 |
| Goodwill recognized in nancial investments | − | − | − | − |
| Other effects | 372,468 | 55,631 | 415,877 | 48,259 |
| FINANCIAL INVESTMENT | 3,364,636 | 139,077 | 3,356,985 | 120,649 |
| SEMPRE A POSTOS | SEMPRE A POSTOS | ||||
|---|---|---|---|---|---|
| ASSOCIATED COMPANIES | 31 DEC 2020 31 DEC 2019 | ASSOCIATED COMPANIES | 31 DEC 2020 31 DEC 2019 | ||
| Non-current assets | 227,002 | 298,816 | Equity | 2,256,381 | 3,841,127 |
| Current assets | 9,975,298 | 10,974,667 | Percentage of share capital held | 25.00% | 25.00% |
| Total assets | 10,202,300 | 11,273,483 | Share of the net assets | 564,095 | 960,282 |
| Non-current liabilities | 30,000 | 30,000 | Other effects | − | − |
| Current liabilities | 7,915,919 | 7,402,356 | FINANCIAL INVESTMENT | 564,095 | 960,282 |
| Total liabilities | 7,945,919 | 7,432,356 | |||
| EQUITY | 2,256,381 | 3,841,127 |
The reconciliation of fi nancial information with the associates carrying amount can be analysed as follows:
| SEMPRE A POSTOS | |||
|---|---|---|---|
| ASSOCIATED COMPANIES | 31 DEC 2020 31 DEC 2019 | ||
| Turnover | 60,095,783 | 61,105,462 | |
| Other operational income Other operational income |
3,836,372 | 3,231,436 | |
| Operational expenses | (62,538,096) | (60,829,223) | |
| Net nantial expense | (710) | 1,085 | |
| Income tax expense | (335,660) | (864,748) | |
| CONSOLIDATED NET INCOME/ (LOSS) FOR THE YEAR |
1,057,689 | 2,644,012 | |
| Other comprehensive income for the period |
− | − | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
1,057,689 | 2,644,012 |
During the year ended at 31 December 2020 and 2019, movements in investments in joint ventures and associates are as follows:
As at 31 December 2020 the caption "Other investments" related to "Assets at fair value through profi t and loss", includes 7,282,500 euros (9,823,569 euros in 31 December 2019), related to deposited amounts on an Escrow Account which is applied in investment funds with superior rating, which is a guarantee for contractual liabilities assumed in the disposal of a Brazil Retail business and for which provisions were recorded in the applicable situations (Note 30 and 32).
As at 31 December 2020, with the exception of the Escrow Account, the remaining investments correspond to interests in unlisted companies and in which the Group has no signifi cant infl uence, being measured at fair value through profi t or loss in accordance with IFRS 9.
As at 31 December 2020 and 2019, the movements in "Other investments" made up as follows:
Financial assets at fair value through profi t and loss, their registered offi ces, proportion of capital held and value of the statement of fi nancial position as at 31 December 2020 and 2019 are as follows:
| 31 DEC 2020 | 31 DEC 2019 | ||||||
|---|---|---|---|---|---|---|---|
| PROPOTION ON EQUITY |
GOODWILL | TOTAL INVESTMENT |
PROPOTION ON EQUITY |
GOODWILL | TOTAL INVESTMENT |
||
| INVESTMENTS IN JOINT VENTURES | |||||||
| Initial balance as at 1 January | 3,477,635 | − | 3,477,635 | 3,006,331 | − | 3,006,331 | |
| Acquisitions during the period | − | − | − | 100,000 | − | 100,000 | |
| Equity method: | |||||||
| Effect in gain or losses in joint controlled and associated companies |
623,034 | − | 623,034 | 691,544 | − | 691,544 | |
| Distributed dividends | (596,956) | − | (596,956) | (324,970) | − | (324,970) | |
| Effect in equity capital | − | − | − | 4,730 | − | 4,730 | |
| 3,503,713 | − | 3,503,713 | 3,477,635 | − | 3,477,635 | ||
| INVESTMENTS IN ASSOCIATES COMPANIES |
|||||||
| Initial balance as at 1 January | 960,281 | − | 960,281 | 1,078,483 | − | 1,078,483 | |
| Effect in gain/losses in associated companies | 264,423 | − | 264,423 | 661,003 | − | 661,003 | |
| Distributed dividends | (660,609) | − | (660,609) | (779,205) | − | (779,205) | |
| 564,095 | − | 564,095 | 960,281 | − | 960,281 | ||
| TOTAL | 4,067,808 | − | 4,067,808 | 4,437,916 | − | 4,437,916 |
| PERCENTAGE OF CAPITAL HELD | STATEMENT | ||||||
|---|---|---|---|---|---|---|---|
| 31 DEC 2020 | 31 DEC 2019 | OF FINANCIAL POSITION | |||||
| COMPANY | HEAD OFFICE | DIRECT | TOTAL DIRECT | TOTAL 31 DEC 2020 31 DEC 2019 | |||
| Dispar − Distrib, de Participações, SGPS, SA | Lisbon | 14.28% | 14.28% | 14.28% | 14.28% | 9,976 | 9,976 |
| Insco − Insular de Hipermerc, SA | Ponta Delgada | 10.00% | 10.00% | 10.00% | 10.00% | 4,748,744 | 5,345,040 |
| Sportessence − Spor Retail, SA Spor Retail, |
Ponta Delgada | 10.00% | 10.00% | 10.00% | 10.00% | 595,964 | − |
| Other nancial assets Other nancial assets |
10,229,021 | 11,892,835 | |||||
| TOTAL | 15,583,705 | 17,247,851 |
| 31 DEC 2020 | 31 DEC 2019 | ||||
|---|---|---|---|---|---|
| NON CURRENT | CURRENT | NON CURRENT | CURRENT | ||
| ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS | |||||
| Opening balance as at 1 January | 17,247,851 | − | 16,589,032 | − | |
| Acquisitions in the period | 1,751,575 | − | 1,215,982 | − | |
| Disposals in the period | (3,415,467) | − | (569,259) | − | |
| Others | (254) | − | 12,096 | − | |
| CLOSING BALANCE AS AT 31 DECEMBER | 15,583,705 | − | 17,247,851 | − | |
| DERIVATIVE FINANCIAL INSTRUMENTS | |||||
| Fair value as at 1 January | − | 394,309 | − | 1,231,414 | |
| Increase/(Decrease) in fair value | − | 2,268,717 | − | (837,105) | |
| FAIR VALUE AS AT 31 DECEMBER (NOTE 24) | − | 2,663,026 | − | 394,309 | |
| TOTAL OF OTHER INVESTMENTS (NOTE 5) | 15,583,705 | 2,663,026 | 17,247,851 | 394,309 |
As at 31 December 2020 and 2019, this caption was made up as follows:
Cost of goods sold as at 31 December 2020 and 2019 amounted to 3,619,907,407 euros and 3,288,062,137 euros, respectively, and may be detailed as follows:
As at 31 December 2020 and 2019, the caption "Adjustments" refers essentially to regularizations resulting from offers to social solidarity institutions.
As at 31 December 2020 and 2019, "Other non-current assets" are detailed as follows:
The amounts related to judicial deposits made by a Brazilian subsidiary, for which the related liabilities are recorded under the heading "Other payables", these values do not have a defi ned maturity.
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| OTHER RECEIVABLES | ||
| Cautions | 1,457,128 | 1,395,743 |
| Sublease receivables | 4,687,169 | 5,171,605 |
| Legal deposits | 2,436,445 | 3,446,508 |
| Amount receivable for selling subsidiary companies |
400,000 | 400,000 |
| Others | 54,624 | 350,103 |
| 9,035,366 | 10,763,959 | |
| Accumulated impairment losses in other debtors |
– | – |
| TOTAL TRADE ACCOUNTS RECEIVABLE AND OTHER DEBTORS |
9,035,366 | 10,763,959 |
| TOTAL FINANCIAL INSTRUMENTS (NOTE 5) |
9,035,366 | 10,763,959 |
| Other non-current assets | – | – |
| 9,035,366 | 10,763,959 |
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Raw materials and consumables | 731,629 | 462,203 |
| Goods for resale | 407,063,711 | 421,598,557 |
| 407,795,340 | 422,060,760 | |
| Accumulated adjustments in inventories |
(11,896,744) | (14,629,721) |
| 395,898,596 | 407,431,039 |
As at 31 December 2020 and 2019, "Trade receivables" are detailed as follows:
The caption "Current customers" includes 21,340,560 euros (69,762,725 euros as at 31 December 2019), on wholesale sales to related companies.
At 31 December 2020, impairment losses are calculated based on the expected credit loss, the calculation of which results from the application of expected losses based on receipts from sales and services rendered and from historical credit losses. We also consider that there are amounts for which there is no credit risk and as such the expected credit loss is null, namely balances with letters of credit, sureties, credit insurance and balances with related entities. Current balances approximate their fair value.
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Trade accounts receivable | 55,372,877 | 98,407,591 |
| Doubtful receivables | 3,877,529 | 3,151,821 |
| 59,250,406 | 101,559,412 | |
| Accumulated impairment losses on Trade accounts receivable (Note 30) | (3,877,529) | (3,157,289) |
| 55,372,877 | 98,402,123 |
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Opening balance | 422,060,759 | 413,174,736 |
| Exchange rate effect | − | (127) |
| Acquisitions of subsidiaries | − | 24,825,606 |
| Purchases | 3,622,561,357 | 3,283,724,184 |
| Adjustments | (14,186,392) | (9,479,952) |
| Closing balance | 407,795,340 | 422,060,759 |
| 3,622,640,384 3,290,183,688 | ||
| Adjustments in inventories | (2,732,977) | (2,121,551) |
| 3,619,907,407 3,288,062,137 3,288,062,137 |
| 31 DEC 2020 | 31 DEC 2019 | ||||
|---|---|---|---|---|---|
| EXPECTED CREDIT LOSS RATE |
TRADE RECEIVABLES |
ACCUMULATED IMPAIRMENT LOSSES ON TRADE ACCOUNTS RECEIVABLE |
TRADE RECEIVABLES |
ACCUMULATED IMPAIRMENT LOSSES ON TRADE ACCOUNTS RECEIVABLE |
|
| NOT DUE | 0% − 0.44% | 29,935,304 | − | 88,093,186 | − |
| DUE BUT NOT IMPAIRED | |||||
| 0 - 30 days | 0% − 0.64% | 18,245,748 | 3,504,671 | 5,204,352 | 33,019 |
| 30 - 60 days | 0% − 2.44% | 5,006,836 | − | 4,765,585 | 38,517 |
| 90 - 180 days | 0% − 10.59% | 2,748,334 | − | 756,618 | 510,658 |
| 180 - 360 days | 0% − 35.21% | 755,151 | 1,766 | 487,229 | 330,589 |
| + 360 + 360 days |
0% − 100% | 2,559,033 | 371,092 | 2,252,442 | 2,244,506 |
| TOTAL | 29,315,102 | 3,877,529 | 13,466,226 | 3,157,289 | |
| 59,250,406 | 3,877,529 | 101,559,412 | 3,157,289 |
As at 31 December 2020 and 2019, "Other current assets" is made up as follows:
The caption "Commercial discounts" refers to promotional campaigns carried out in the retail operating segment stores and reimbursed by Sonae MC suppliers and recognized under "Cost of sales".
As at 31 December 2020 and 2019, Other receivables are detailed as follows:
The amounts disclosed as "Trade payables - debtor balances" relate with commercial discounts billed to suppliers, to be net settled with future purchases.
At 31 December 2020 impairment losses relating to other receivables are calculated based on the expected credit loss based on the non-existence of credit risk for balances with public sector entities, sureties, subsidies and related entities and as such the expected loss is considered null. Current balances approximate their fair value.
As at 31 December 2020 and 2019, "Other tax assets" and "Other tax liabilities" are made up as follows:
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| GRANTED LOANS AND OTHER RECEIVABLES TO RELATED COMPANIES |
254,070 | 13,564 |
| OTHER DEBTORS | ||
| Trade creditors - debtor balances | 37,366,558 38,064,859 | |
| Vouchers and gift cards | 7,141,509 10,009,887 | |
| Accounts receivable resulting from promotional campaigns developed with partnerships |
7,568,228 | 7,147,774 |
| Disposal of intangible assets | − | 6,987,272 |
| Disposal of nancial investments | 400,000 | 500,000 |
| Disposal of property, plant and equipment | 126,563 | 383,139 |
| Other current assets | 14,802,965 | 7,804,561 |
| 67,405,823 70,897,492 | ||
| Accumulated impairment losses in receivables (Note 30) |
(2,933,585) (3,856,935) | |
| TOTAL OF OTHER DEBTORS | 64,472,238 67,040,557 | |
| TOTAL OF FINANCIAL INSTRUMENTS (NOTE 5) |
64,726,308 67,054,121 | |
| VAT recoverable on real estate assets and vouchers discounts |
2,469,475 | 5,160,490 |
| Advances to suppliers of property, plant and equipment |
967,968 | 4,844,843 |
| OTHER CURRENT ASSETS | 3,437,443 10,005,333 | |
| 68,163,751 77,059,454 |
As at 31 December 2020 and 2019, "Income tax assets" and "Income tax liabilities" are made up as follows:
As at 31 December 2020, the amounts in the credit amounts under the caption "Income tax with a participating entity" included about 44.6 million euros (46.9 million euros as at 31 December 2019) amount payable to Sonae SGPS, SA resulting from the inclusion of the companies of the Sonae MC group in the tax consolidation, of which Sonae SGPS, SA is the parent company.
The non-current "Income tax" item in the amount of 4.49 million euros, includes the amount related to the Special Regime for the Settlement of Debts to the Tax Authorities corresponding to taxes paid, voluntarily, related to tax assessments on corporate income (IRC) that were already in court, the court proceedings continued to proceed, however, the guarantees provided for those proceedings were cancelled. It is the understanding of the Board of Directors that the complaints presented will have a favourable outcome for Sonae MC, reason why they are not provisioned.
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| DEBTORS VALUES | ||
| VAT | 22,611,814 | 24,222,476 |
| Social security contributions | 3,028 | 73,658 |
| Other taxes | 749,133 | 1,050,696 1,050,696 |
| 23,363,975 | 25,346,830 | |
| CREDITORS VALUES | ||
| VAT | 55,482,988 | 58,115,130 |
| Staff income taxes withheld | 3,677,916 | 3,470,003 |
| Social security contributions | 11,286,524 | 11,580,102 |
| Other taxes | 103,822 | 180,863 |
| 70,551,250 | 73,346,098 |
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Commercial discounts | 15,865,221 | 12,953,800 |
| Insurance premiums paid in advance | 2,555,508 | 2,437,740 |
| Software licenses | 3,157,752 | 2,597,754 |
| Deferred costs - Rents | 813,085 | 868,931 |
| Interests to be received | 381,408 | 302,773 |
| Insurance indemnities | − | 408,281 |
| Other current assets | 13,811,955 | 11,135,152 |
| 36,584,929 | 30,704,431 |
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| DEBTORS VALUES | ||
| Income taxation with participating entity | 21,308,058 | 36,028,338 |
| Income taxation | 9,762,211 | 7,093,615 |
| 31,070,269 | 43,121,953 | |
| CREDITORS VALUES | ||
| Income taxation with participating entity | 44,614,905 | 46,966,814 |
| Income taxation | 5,052,902 | 3,233,583 |
| 49,667,807 | 50,200,397 |
Deferred tax assets and liabilities as at 31 December 2020 and 2019 may be described as follows considering the different natures of temporary differences:
As at 31 December 2020, the tax rate to be used in Portuguese companies, for the calculation of the deferred tax assets relating to tax losses is 21%. The tax rate to be used to calculate deferred taxes in temporary differences in Portuguese companies is 22.5% increased by the state surcharge in companies in which the expected reversal of those deferred taxes will occur when those rates will be applicable. For companies or branches located in other countries, rates applicable in each jurisdiction were used.
In 2016 and in a new decision occurred in 2018, the Spanish Supreme Court decided in favour of Sonae MC considering that goodwill amortization for tax purposes in 2008 was applicable. During 2017, the Group recognized 17.5 million euro in deferred tax liabilities related to the tax deduction of the amortization of the years 2008, 2016, 2017 and in 2018, 2019 and 2020 the recognition of 5.8 million euros.
Taking into account the tax proceedings pending before the court in Spain for the fi nancial years 2008 to 2011, as well as for the fact that the Group was prevented from recognizing the tax depreciation of goodwill for the fi nancial years 2012 to 2015, the right of the entity to deduct tax depreciation of goodwill amounting to 69.8 million euros might be given in the future.
As at 31 December 2020 and 2019, and in accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward and using exchange rates effective at that time, tax losses carried forward can be summarized as follows:
| DEFERRED TAX ASSETS | DEFERRED TAX LIABILITIES | |||
|---|---|---|---|---|
| 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 | |
| Difference between fair value and acquisition cost | 3,922,217 | 4,310,278 | 18,912,605 | 18,877,011 |
| Temporary differences on property, plant and equipment and intangible assets |
7,354 | 8,113 | 82,654,776 | 77,467,323 |
| Provisions and impairment losses not accepted for tax purposes | 11,688,111 | 11,816,298 | – | – |
| Valuation of hedging derivatives | 196,852 | 107,507 | 38,128 | 67,639 |
| Amortisation of goodwill for tax purposes in Spain | – | – | 33,736,644 | 27,919,963 |
| Revaluation of property, plant and equipment | – | – | 593,714 | 683,776 |
| Tax losses carried forward | 9,018,676 | 6,664,266 | – | – |
| Reinvested capital gains/(losses) | – | – | 128,705 | 252,746 |
| Rights of use | 246,409,201 | 227,885,185 | 220,424,725 | 205,257,299 |
| Tax Bene ts | 1,064,891 | 3,311,517 | – | – |
| Others | 1,604,270 | 2,125,718 | 1,914 | 4,915 |
| 273,911,572 | 256,228,882 | 356,491,211 | 330,530,672 |
| DEFERRED TAX ASSETS | DEFERRED TAX LIABILITIES | |||
|---|---|---|---|---|
| 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 | |
| OPENING BALANCE | 256,228,882 | 224,280,905 | 330,530,672 | 271,082,478 |
| EFFECTS IN NET INCOME: | ||||
| Difference between fair value and acquisition cost | (388,061) | 412,499 | 35,594 | 213,087 |
| Temporary differences on property, plant and equipment and intangible assets |
(759) | (754) | 5,187,453 | 9,217,803 |
| Provisions and impairment losses not accepted for tax purposes | (128,187) | (364,047) | − | − − |
| Revaluation of tangible assets | − | − | (90,062) | (61,491) |
| Constitution / reversal of deferred tax assets over tax losses | 2,351,567 | (249,305) | − | − |
| Amortisation of goodwill for tax purposes in Spain | − | − | 5,816,680 | 5,816,680 |
| Reinvested capital gains/(losses) | − | − | (124,041) | (24,271) |
| Effect of change of tax rate | − | (42) | − | (93,133) |
| Rights of use | 18,512,241 | 34,062,949 | 15,167,425 | 29,091,669 |
| Tax Bene ts | (2,246,626) | 1,341,272 | − | − |
| Others | (697,976) | 461,238 | − | − |
| 17,402,199 | 35,663,810 | 25,993,049 | 44,160,344 | |
| EFFECTS IN EQUITY: | ||||
| Valuation of hedging derivatives | 89,345 | 62,196 | (29,510) | (18,003) |
| Rights of use | − | 566,922 | − | 642,817 |
| Fair value allocation on the acquition of subsidiaries (including tax losses carried forward) (Note 4) |
− | − | − | 14,600,000 |
| Others | − | (4,588,898) | (3,000) | (3,000) |
| 89,345 | (3,959,780) | (32,510) | 15,221,814 | |
| Others | 191,146 | 243,947 | − | 66,036 |
| CLOSING BALANCE | 273,911,572 | 256,228,882 | 356,491,211 | 330,530,672 |
| 31 DEC 2020 | 31 DEC 2019 | ||||||
|---|---|---|---|---|---|---|---|
| TAX LOSSES CARRIED FORWARD |
DEFERRED TAX ASSETS |
TIME LIMIT | TAX LOSSES CARRIED FORWARD |
DEFERRED TAX ASSETS |
TIME LIMIT | ||
| WITH LIMITED TIME USE | |||||||
| Generated in 2014 | Portugal | 18,326 | 3,849 | 2028 | 130,539 | 27,413 | |
| Generated in 2015 | Portugal | 69,903 | 14,679 | 2029 | 111,086 | 23,328 | |
| Generated in 2016 | Portugal | 243,591 | 51,154 | 2030 | 877,197 | 184,211 | |
| Generated in 2017 | Portugal | 335,279 | 70,409 | 2024 | 105,297 | 22,112 | |
| Generated in 2018 | Portugal | 253,562 | 53,248 | 2025 | 452,749 | 95,077 | |
| Generated in 2019 | Portugal | − | − | 2026 | 625,559 | 131,369 | |
| Generated in 2020 | Portugal | 1,858,810 | 390,350 | 2032 | − | − | |
| 2,779,471 | 583,689 | 2,302,427 | 483,510 | ||||
| WITHOUT LIMITED TIME USE | |||||||
| Spain | 33,739,949 | 8,434,987 | 24,723,024 | 6,180,756 | |||
| TOTAL | 36,519,420 | 9,018,676 | 27,025,451 | 6,664,266 | |||
| As at 31 December 2020 and 2019, the deferred taxes to be recognized arising | |||||||
| from tax losses were evaluated. In the cases in which they originated deferred | The recoverability of the above mentioned deferred tax assets, regarding | ||||||
| tax assets, they were only recorded to the extent that it is probable that future | Sonae operations in Spain is supported by the analysis of the recoverable | ||||||
| amount of the cash-generating units for the specialized retail formats in | |||||||
| taxable income will occur that could be used to recover the tax losses or tax | Spain based on their value in use, obtained from business plans with a 10-year | ||||||
| differences that reverted in the same period and considering the limit of | projection period, assuming it is the most realistic and appropriate deadline | ||||||
| for the implementation of the strategy of internationalization of Sonae in the | |||||||
| compensation existing by law in the applicable cases. This assessment was based on the business plans of Sonae MC companies, which are periodically |
specialized retail segment, taking into consideration not only the nature of | ||||||
| reviewed and updated. | the products in question (more discretionary character) but also the current | ||||||
| macro-economic conditions. | |||||||
| Main assumptions used in the business plans of the retail companies and | |||||||
| As at 31 December 2020, the Group had an amount of 8.4 million euros (6.2 million euro as at 31 December 2019) of deferred tax assets related to tax losses for this and previous years of the Spanish Tax Group and which can be |
other companies in Spain, included in consolidation, are essentially based on a | ||||||
| recovered by it in Spain. The Modelo Continente Hipermercados, SA branch in | compound growth rate of 2.1% over a 10-year period (4.8% in 2019). | ||||||
| Spain was, on 31 December 2020 and 2019, the representative entity of the Tax | |||||||
| Group in Spain, whose dominant entity is Sonae SGPS, S.A. |
Although these tax losses do not expire, the analysis of their recoverability was limited to a 10 years term, also considering the deferred tax liabilities recognized.
It is the Board of Directors understanding, considering the existing business plans for each of the companies, that such deferred tax assets are fully recoverable, including those which were reversed in previous years likely to be recoverable in a longer period than the 10 years of the business plan.
As at 31 December 2020, there are reportable tax losses in the amount of 84.4 million euros (75.5 million euros as at 31 December 2019), whose deferred tax assets are not recorded for prudence purposes.
Bank overdrafts include current account credit balances with fi nancial institutions and are disclosed in the statement of fi nancial position under "Loans".

As at 31 December 2020, the share capital, which is fully subscribed and paid for, is made up of 1,000,000,000 ordinary shares, which do not have the right to a fi xed dividend, with a nominal value of 1 euro each.
As at 31 December 2020 and 2019, the subscribed share capital was held as follows:
| COMPANY | 31 DEC 2020 | 31 DEC 2019 |
|---|---|---|
| Sonae, SGPS, S.A. | 35.029% | 35.029% |
| Sonae Holdings, SA 1) | 51.827% | 51.827% |
| Sonae Investments, BV | 13.144% | 13.144% |
| 1) Former Sonaecenter Serviços, SA |
As at 31 December 2020 Efanor Investimentos, SGPS, SA and its subsidiaries held 52.85% of the shares representing the share capital of Sonae, SGPS, SA, which in turn, hold 100% of the remaining entities that hold the capital of Sonae MC.
As at 31 December 2020 and 2019, "Non-controlling interests" are detailed as follows:
As at 31 December 2020 and 2019, Cash and cash equivalents are as follows: As at 2020 and
In 2010 and 2011, Spanish Tax authorities notifi ed Modelo Continente S.A. Spanish Branch of a decrease in 2008 and 2009 tax losses incurred, amounting to approximately 23.3 million euro, challenging the deduction of Goodwill depreciation, generated on the acquisition of Continente Hipermercados for each of the mentioned years. That branch appealed to the proper Spanish Authorities (Tribunal Economico Administrativo Central de Madrid) in 2010 and 2011 respectively, and it is the Board of Directors understanding that the decision will be favourable to the Group, thus maintaining the recognition of deferred tax assets and deferred tax liabilities. In 2012 the Company interposed appeal to the National Court in Spain ("Audiencia Nacional España"), due to a decision opposite to the claims and estimates of the Company, by the Economic and Administrative Central Court of Madrid, for the notifi cation for fi scal year of 2008. The same procedure was adopted in 2014 for the notifi cation corresponding to the fi nancial year 2009.
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Cash at hand | 10,381,745 | 10,793,121 |
| Bank deposits | 184,026,501 | 66,534,344 |
| Treasury applications | 15,337 | 12,159 |
| CASH AND BANK BALANCES ON THE STATEMENT OF FINANCIAL POSITION (NOTE 5) |
194,423,583 | 77,339,624 |
| Bank overdrafts (Note 23) | (142,765) | (13,956) |
| CASH AND BANK BALANCES IN THE STATEMENT OF CASH FLOWS |
194,280,818 | 77,325,668 |
| 31 DEC 2020 | 31 DEC 2019 | ||||||
|---|---|---|---|---|---|---|---|
| TAX LOSSES CARRIED FORWARD |
DEFERRED TAX ASSETS |
TIME LIMIT | TAX LOSSES CARRIED FORWARD |
DEFERRED TAX ASSETS |
TIME LIMIT TIME |
||
| WITH LIMITED TIME USE | |||||||
| Generated in 2014 | Portugal | 112,213 | 23,565 | 2028 | − | − | 2018 |
| Generated in 2015 | Portugal | 41,183 | 8,648 | 2029 | − | − | 2026 |
| Generated in 2016 | Portugal | 633,610 | 133,058 | 2030 | − | − | 2027 |
| Generated in 2017 | Portugal | 1,278,464 | 268,477 | 2024 | 1,199,079 | 251,807 | 2024 |
| Generated in 2018 | Portugal | 1,429,325 | 300,158 | 2025 | 1,074,456 | 225,636 | 2025 |
| Generated in 2019 | Portugal | 2,681,355 | 563,085 | 2026 | 2,392,392 | 502,402 | 2026 |
| Generated in 2020 | Portugal | 460,178 | 96,637 | 2032 | − | − | 2032 |
| 6,636,328 | 1,393,629 | 4,665,927 | 979,845 | ||||
| WITHOUT LIMITED TIME USE | |||||||
| Brazil | 15,013,794 | 5,104,690 | 18,853,767 | 6,410,281 | |||
| Spain | 62,754,178 | 15,688,545 | 51,952,463 | 12,988,116 | |||
| 77,767,972 | 20,793,235 | 70,806,230 | 19,398,397 | ||||
| TOTAL | 84,404,300 | 22,186,864 | 75,472,157 | 20,378,242 | |||
| In 2010 and 2011, Spanish Tax authorities notifi ed Modelo Continente S.A. | In 2015 and 2016, the decision of the National Court in Spain regarding the |
In 2014 following an additional inspection for fi scal years 2008 to 2011, Spanish Tax authorities corrected tax losses carried forward regarding goodwill depreciation and fi nancial expenses that resulted from the acquisition of Continente Hipermercados S.A. Although in complete disagreement, Sonae carried out the tax returns correction and appealed, to the proper Spanish Authorities (Central Administrative Economic Court Spain). Tax reports for 2012 to 2015 were corrected. During 2018, as a result of the unfavourable decision of the Central Economic-Administrative Court of Madrid, an appeal was lodged against the National Audience in Spain.
In 2015 and 2016, the decision of the National Court in Spain regarding the reduction of tax losses arising from the tax depreciation of goodwill in the years ended at 31 December 2008 and 2009 respectively was contrary to the Group's claims, and despite the Branch appealing to the Supreme Court, the Group prudently annulled deferred tax assets from 2008 to 2011, recognized in the accompanying fi nancial statements, amounting to 36 million euros, and the deferred tax liabilities corresponding to the amortization of goodwill for tax purposes amounting to 18.6 million euros.
In 2016 and in a new decision in 2018, the Supreme Court gave a positive opinion to the Group's pretensions regarding tax amortization of Goodwill, with reference to 2008, and the Group corrected the tax return for 2016, and it is its intention to also consider such amortization in the tax return for the next years. Consequently, it recognized the corresponding deferred tax liability for fi scal years 2008, 2016, 2017, 2018, 2019 and 2020.
| Group prudently annulled deferred tax assets from 2008 to 2011, recognized in | 31 DEC 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| the accompanying fi nancial statements, amounting to 36 million euros, and the deferred tax liabilities corresponding to the amortization of goodwill for tax |
EQUITY NET PROFIT/ (LOSS) | BOOK VALUE OF NON-CONTROLLING INTERESTS |
PROPORTION IN INCOME ATTRIBUTABLE TO NON CONTROLLING INTERESTS |
DIVIDENDS/ INCOME RECEIVED |
||||
| Elergone | 15,083,310 | 4,285,609 | 3,719,181 | 1,071,402 | – | |||
| In 2016 and in a new decision in 2018, the Supreme Court gave a positive | Gowell | (1,702,146) | (1,633,134) | – | (724,629) | – | ||
| opinion to the Group's pretensions regarding tax amortization of Goodwill, with Group's pretensions |
Arenal | 70,926,515 | 110,507 | 28,386,237 | 51,574 | – | ||
| reference to 2008, and the Group corrected the tax return for 2016, and it is | Tomenider | 46,268,018 | (301,055) | (6,478,973) | (120,422) | – | ||
| its intention to also consider such amortization in the tax return for the next years. Consequently, it recognized the corresponding deferred tax liability for |
Real Estate Investment Fund Imosonaedois |
100,500,105 | 9,622,542 | 2,011,749 | (48,173) | – | ||
| Maxmat | 44,496,926 | 8,995,424 | 22,325,286 | 4,854,545 | (5,224,091) | |||
| Others | (14,398,680) | (4,108,388) | (8) | (20) | – | |||
| TOTAL | 261,174,048 | 16,971,505 | 49,963,472 | 5,084,277 | (5,224,091) |
| 31 DEC 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| EQUITY NET PROFIT/ (LOSS) | BOOK VALUE OF NON-CONTROLLING INTERESTS |
PROPORTION IN INCOME ATTRIBUTABLE TO NON CONTROLLING INTERESTS |
DIVIDENDS/ INCOME RECEIVED |
||||||
| Elergone | 7,322,427 | 3,297,256 | 1,778,960 | 824,314 | − | ||||
| Gowell | (36,475) | 20,970 | 3,625,450 | 10,275 | − | ||||
| Arenal | 117,389,031 | 3,821,487 | 21,977,691 | 1,534,963 | − | ||||
| Real Estate Investment Fund Imosonaedois |
112,077,554 | 8,891,900 | 2,243,500 | (71,026) | − | ||||
| Maxmat | 50,099,237 | 5,884,316 | 25,109,815 | 3,293,611 | (2,027,573) | ||||
| Others | (15,032,254) | (1,902,493) | (67) | (7) | − | ||||
| TOTAL | 271,819,520 | 20,013,436 | 54,735,349 | 5,592,130 | (2,027,573) |
| 31 DEC 2019 | |||||||
|---|---|---|---|---|---|---|---|
| ELERGONE | GOWELL | ARENAL IMOSONAEDOIS* | MAXMAT | OTHERS | TOTAL | ||
| OPENING BALANCE AS AT 1 JANUARY | 1,023,963 | 3,520,072 | − | 2,301,712 | 24,300,216 | (7) | 31,145,956 |
| Effect of Restatment | (11,811) | (352,130) | − | 509,203 | (2,282,860) | 1 | (2,137,597) |
| OPENING BALANCE AS AT 1 JANUARY 2019 RESTATED |
1,012,152 | 3,167,942 | − | 2,810,915 | 22,017,356 | (6) 29,008,359 | |
| Dividends distributed | − | − | − | − | (2,027,573) | − | (2,027,573) |
| Income distribution from investment funds |
− | − | − | (236,205) | − | − | (236,205) |
| Acquisition of subsidiaries | − | − | 20,442,727 | − | − | − | 20,442,727 |
| Capital in ow | − | 127,506 | − | − | − | − | 127,506 |
| Interest in other comprehensive income, net of tax, related to associates and joint ventures accounted for under the equity method |
− | − | 1,892 | − | − | − | 1,892 |
| Changes in hedging reserves | (69,316) | − | − | − | (528) | − | (69,844) |
| Other variations | 11,810 | 319,727 | (1,891) | (260,184) | 1,826,949 | (54) | 1,896,357 |
| Pro t for the period attributable to non controlling interests |
824,314 | 10,275 | 1,534,963 | (71,026) | 3,293,611 | (7) | 5,592,130 |
| CLOSING BALANCE AS AT 31 DECEMBER |
1,778,960 | 3,625,450 | 21,977,691 | 2,243,500 | 25,109,815 | (67) 54,735,349 |
| 31 DEC 2020 | |||||||
|---|---|---|---|---|---|---|---|
| ELERGONE | GOWELL | ARENAL IMOSONAEDOIS* | MAXMAT | OTHERS | TOTAL | ||
| OPENING BALANCE AS AT 1 JANUARY | 1,778,960 | 3,625,450 | 21,977,691 | 2,243,500 | 25,109,815 | (67) | 54,735,349 |
| Dividends distributed | − | − | − | − | (5,224,091) | − | (5,224,091) |
| Income distribution from investment funds |
− | − | − | (424,368) | − | − | (424,368) |
| Acquisition of the remaining 49% capital | − | (2,900,821) | − | − | − | − | (2,900,821) |
| Changes in hedging reserves | 869,853 | − | − | (74,776) | − | 795,077 | |
| Decrease of capital | − | − | − | (2,000,000) | − | (2,000,000) | |
| Others variations | (1,034) | − | (1,579) | 240,790 | (340,207) | 79 | (101,951) |
| Pro t for the period attributable to non controlling interests |
1,071,402 | (724,629) | (68,848) | (48,173) | 4,854,545 | (20) | 5,084,277 |
| CLOSING BALANCE AS AT 31 | |||||
|---|---|---|---|---|---|
| DECEMBER | 3,719,181 | − | 21,907,264 | 2,011,749 22,325,286 | (8) 49,963,472 |
| 31 DEC 2020 | |||||||
|---|---|---|---|---|---|---|---|
| ELERGONE | GOWELL | ARENAL IMOSONAEDOIS* | MAXMAT | OTHERS | TOTAL | ||
| Total Non-Current Assets | 167,827 | 2,139,793 | 222,917,926 | 98,207,021 | 37,588,496 | 9,867,756 370,888,819 | |
| Total Current Assets | 24,220,916 | 1,523,006 | 46,827,881 | 5,711,182 | 45,859,781 | 1,123,917 125,266,683 | |
| Total Non-Current Liabilities | (40,687) | 1,826,824 110,044,199 | − | 4,895,302 | 25,346,949 142,072,587 | ||
| Total Current Liabilities | 9,346,120 | 3,538,121 | 42,507,075 | 3,418,098 | 34,056,049 | 43,404 | 92,908,867 |
| EQUITY | 15,083,310 (1,702,146) 117,194,533 | 100,500,105 44,496,926 (14,398,680) 261,174,048 |
| 31 DEC 2020 | |||||||
|---|---|---|---|---|---|---|---|
| ELERGONE | GOWELL | ARENAL IMOSONAEDOIS* | MAXMAT | OTHERS | TOTAL | ||
| Turnover | 68,472,190 | 5,504,086 119,060,555 | 12,154,028 | 115,647,786 | − 320,838,645 | ||
| Other operating income | 86,724 | 959,845 | 5,062,035 | 1,814,139 | 2,094,372 | − | 10,017,115 |
| Operational expenses | (63,034,052) | (8,419,612) (119,500,056) | (3,938,303) ,(105,162,590) | (987,889) (301,042,502) | |||
| Net nancial expenses | 11,687 | (53,736) | (4,757,874) | (19,261) | (519,326) | (3,120,499) | (8,459,009) |
| Income or expense relating to investment | − | (133) | − | − | − | − | (13) |
| Income tax expense | (1,250,940) | 376,416 | (55,208) | (388,061) | (3,064,818) | - | (4,382,611) |
| PROFIT/(LOSS) AFTER TAXATION | 4,285,609 (1,633,134) | (190,548) | 9,622,542 | 8,995,424 (4,108,388) 16,971,505 | |||
| Other comprehensive income for the period |
− | − | − | − | − | − | − |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
4,285,609 (1,633,134) | (190,548) | 9,622,542 | 8,995,424 (4,108,388) 16,971,505 |
| 31 DEC 2019 | |||||||
|---|---|---|---|---|---|---|---|
| ELERGONE | GOWELL | ARENAL IMOSONAEDOIS* | MAXMAT | OTHERS | TOTAL | ||
| Turnover | 63,395,559 | 14,157,451 | 129,157,322 | 12,520,170 | 95,132,050 | − 314,362,552 | |
| Other operating income | 349,064 | 274,294 | 2,978,005 | 16 | 1,707,831 | 19 | 5,309,229 |
| Operational expenses | (59,482,274) | (14,297,018) (122,646,929) | (4,023,409) | (88,552,141) | (615,243) (289,617,014) | ||
| Net nancial expenses | (3,395) | (65,080) | (4,394,601) | (17,376) | (526,972) | (1,287,269) | (6,294,693) |
| Income or expense relating to investments |
− | (465) | − | − | − | − | (465) |
| Income tax expense | (961,698) | (48,212) | (1,272,310) | 412,499 | (1,876,452) | − | (3,746,173) |
| Pro t/(Loss) after taxation | 3,297,256 | 20,970 | 3,821,487 | 8,891,900 | 5,884,316 (1,902,493,) 20,013,436 | ||
| Other comprehensive income for the period |
− | − | − | − | − | − | − |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
3,297,256 | 20,970 | 3,821,487 | 8,891,900 | 5,884,316 (1,902,493) 20,013,436 |
| 31 DEC 2019 | |||||||
|---|---|---|---|---|---|---|---|
| ELERGONE | GOWELL | ARENAL IMOSONAEDOIS* | MAXMAT | OTHERS | TOTAL | ||
| Total Non-Current Assets | 307,650 | 2,319,998 215,799,461 | 114,149,781 | 38,594,645 | 13,465,355 384,636,890 | ||
| Total Current Assets | 13,515,303 | 2,536,915 | 46,744,817 | 124,443 | 46,309,176 | 1,111,750 110,342,404 | |
| Total Non-Current Liabilities | 29,865 | 1,210,456 106,153,727 | − | 6,199,838 | 26,437,543 140,031,429 | ||
| Total Current Liabilities | 6,470,661 | 3,682,932 | 39,001,520 | 2,196,670 | 28,604,746 | 3,171,816 | 83,128,345 |
| EQUITY | 7,322,427 | (36,475) 117,389,031 | 112,077,554 50,099,237 (15,032,254) 271,819,520 |
* Real Estate Investment Fund Imosonaedois
1) Formerly called Sonae Investimentos, SGPS; 2) Bond maturity extended to 2024.
Bonds and bank loans bear an average interest rate of 1.13% as at 31 December 2020 (1.20% as at 31 December 2019). Most of the bonds and bank loans have variable interest rates indexed to Euribor.
It is estimated that the book value of all loans does not differ signifi cantly from its fair value, determined based on discounted cash fl ows methodology.
As at 31 December 2020 there are fi nancial covenants included in borrowing agreements at market conditions, and which at the date of this report are in regular compliance.
| 31 DEC 2020 | 31 DEC 2019 | |||||
|---|---|---|---|---|---|---|
| OUTSTANDING AMOUNT | OUTSTANDING AMOUNT | |||||
| CURRENT | NON CURRENT | CURRENT | NON CURRENT | |||
| BANK LOANS | ||||||
| Sonae MC, SGPS, S.A. - commercial paper | − | 140,000,000 | 13,500,000 | 266,000,000 | ||
| Subsidiary of Sonae MC 2014/2023 | − | 50,000,000 | − | 50,000,000 | ||
| Subsidiary of Sonae MC 2015/2023 | − | 20,000,000 | − | 20,000,000 | ||
| Subsidiary of Sonae MC 2017/2025 | 3,333,333 13,333,333 |
3,333,333 | 16,666,667 | |||
| Sonae MC 2018/2031 | − | 55,000,000 | − | 55,000,000 | ||
| Subsidiary of Sonae MC / 2020/2025 | − | 55,000,000 | − | − | ||
| Others | 364,178 | 1,087,500 | 492 | − | ||
| 3,697,511 | 334,420,833 | 16,833,825 | 407,666,667 | |||
| Bank overdrafts (Note 20) | 142,765 | − | 13,956 | − | ||
| Up-front fees beard with the issuance of borrowings | − | (447,189) | − | − | ||
| BANK LOANS | 3,840,276 | 333,973,644 | 333,973,644 | 407,666,667 | ||
| BONDS | ||||||
| 1) and 2) Bonds Sonae MC / December 2015/2024 | − | 50,000,000 | − | 50,000,000 | ||
| 1) | Bonds Sonae MC / May 2015/2022 | − | 75,000,000 | − | 75,000,000 | |
| 1) and 2) Bonds Sonae MC / December 2019/2024 | − | 30,000,000 | − | 30,000,000 | ||
| 1) | Bonds Sonae MC / June 2016/2021 | − | − | − | 95,000,000 | |
| 1) | Bonds Sonae MC / September 2016/2021 | − | − | 3,000,000 | 3,000,000 | |
| 1) | Bonds Sonae MC / April 2020/2027 | − | 95,000,000 | − | − − |
|
| Bonds Sonae MC / July 2020/2025 | − | 50,000,000 | − | − | ||
| Bonds Sonae MC / July 2020/2025 | − | 22,500,000 | − | − | ||
| Up-front fees beard with the issuance of borrowings | − | (1,478,929) | (3,620) | (836,824) (836,824) |
||
| BONDS | − | 321,021,071 | 2,996,380 | 252,163,176 | ||
| Other loans | 66,927 | − | − | − | ||
| Obligations under nance leases | − | − | 10,613 | 956 | ||
| Derivative (Note 24) | 1,170,794 | − | 420,098 | − | ||
| OTHER LOANS | 1,237,721 | − | 430,711 | 956 | ||
| 5,077,997 | 654,994,715 | 20,274,872 | 659,830,799 659,830,799 |
| 31 DEC 2020 | 31 DEC 2019 | ||||
|---|---|---|---|---|---|
| CAPITAL | INTERESTS | CAPITAL | INTERESTS | ||
| N+1 | 3,907,204 | 7,281,905 | 19,858,394 | 6,350,719 | |
| N+2 | 189,420,833 | 6,822,483 | 251,334,289 | 5,043,919 | |
| N+3 | 99,444,444 | 5,449,975 | 138,333,333 | 3,296,450 | |
| N+4 | 99,444,444 | 4,325,124 | 115,444,444 | 2,433,442 | |
| N+5 | 155,944,444 | 2,808,276 | 109,444,444 | 1,530,870 | |
| After N+5 | 112,666,668 | 2,818,281 | 46,111,111 | 2,150,579 | |
| 660,828,037 | 29,506,044 | 680,526,017 | 20,805,979 | ||
| The maturities above were estimated in accordance with the contractual terms of the loans and considering Sonae MC's best estimated regarding their reimbursement date. |
As at 31 December 2020 and 2019, Sonae MC had as detailed in Note 20, "Cash and bank balance equivalents" in the amount of 194,280,818 euros (77.325.668 euros as at 31 December 2019) and available credit lines as follows: |
||||
| As at 31 December 2020 there are fi nancial covenants included in borrowing As at 2020 there |
| 31 DEC 2020 | 31 DEC 2019 | ||||
|---|---|---|---|---|---|
| COMMITMENTS OF LESS THAN ONE YEAR |
COMMITMENTS OF MORE THAN ONE YEAR LESS THAN ONE YEAR |
COMMITMENTS OF MORE THAN ONE YEAR |
|||
| Unused credit facilities (Note 3.3) | 94,000,000 | 265,000,000 | 124,000,000 | 284,000,000 | |
| Agreed credit facilities | 94,000,000 | 405,000,000 | 129,000,000 | 550,000,000 | |
As at 31 December 2020 and 2019 the fi nancial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which has not yet vested:
Expenditures for stock plans are recognized over the period that mediates the attribution and exercise of these in personnel expenses.
| ASSETS | LIABILITIES | |||
|---|---|---|---|---|
| 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 | |
| HEDGING DERIVATIVES | ||||
| Exchange rate | 159,840 | 394,309 | 1,170,794 | 420,098 |
| Electricity | 2,503,186 | − | − | − |
| 2,663,026 | 394,309 | 1,170,794 | 420,098 |
Sonae MC uses exchange rate derivatives, essentially to hedge future cash fl ows that will occur in the next 12 months.
Therefore, Sonae MC entered several exchange rates forwards in order to manage its exchange rate exposure.
The fair value of exchange rate derivatives hedging instruments based on current market values of equivalent exchange rate fi nancial instruments is a liability of 1,170,794 euros euro and an asset of 159,480 euros (420,098 euros in liabilities and 394,309 euros in assets, as at 31 December 2019) (Note 11 and 23).
The accounting of the fair value for these fi nancial instruments was made taking into consideration the present value at fi nancial position statement date of the forward settlement amount in the maturity date of the contract. The settlement amount considered in the valuation, is equal to the currency notional amount (foreign currency) multiplied by the difference between the contracted forward exchange rate and the forward exchange market rate at that date as at the valuation date.
Losses in the period arising from changes in the fair value of instruments that do not qualify for hedging accounting treatment were recorded directly in the income statement in the captions "Other fi nancial income and gains" or "Financial expenses and losses".
Gains and losses associated with changes in the market value of derivative instruments are recorded under the caption "Cash-fl ow hedging reserves", when considered as cash fl ow hedges and under "Exchange rate differences" when considered to be fair value hedges. The change in market value of derivative instruments when considered speculation is recorded in the income statement under "Other expenses".
As at 31 December 2020 no contracts existed, related to interest rate and exchange rate derivatives.
Fair value of derivatives
The fair value of derivatives is detailed as follows:
As at 31 December 2020 and 2019 "Other non-current liabilities" are made up as follows:
The amount included in the caption "Charges assumed on the sale of properties" is related to the expenses to be incurred, which are traditionally the responsibility of the owner, who in the case of Sale and Leaseback these amounts were paid at the time of the transaction and Sonae MC assumed future responsibility.
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Creditors for acquisition of nancial investments | 1,000,000 | 1,295,832 |
| Fixed assets suppliers | 97,521 | − |
| Other non-current liabilities | 338,354 | 527,556 |
| TOTAL OF FINANCIAL INSTRUMENTS (NOTE 5) | 1,435,875 | 1,823,388 |
| Share based payments (Note 26) | 1,551,057 | 1,358,081 |
| Charges made on the sale of real estate (Note 2.6) | 19,546,085 | 19,453,371 |
| Other accruals and deferrals | 138,943 | 84,228 |
| OTHER NON-CURRENT LIABILITIES | 22,671,960 | 22,719,068 |
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Recorded in employee bene ts expense in the current period | 1,182,105 | 1,554,880 |
| Recorded in previous years | 1,211,470 | 1,113,746 |
| 2,393,575 | 2,668,626 | |
| Recorded in other non-current liabilities (Note 25) | 1,551,057 | 1,358,081 |
| Recorded in other current liabilities (Note 29) | 842,518 | 1,310,545 |
| 2,393,575 | 2,668,626 |
Sonae MC, SGPS granted, in 2020 and in previous years, in accordance with the remuneration policy described in the corporate governance report granted deferred performance bonus to its directors and eligible employees. These are either based on shares to be acquired at nil cost or with discount, three years after they were attributed to the employee, or based on share options with the period price equal to the share price at the grant date, to be exercised three years later. In both cases, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the right to deliver, in lieu of shares, the equivalent amount in cash. The exercise of rights only occurs if the employee is in the service of company of Sonae Group on the due date. As at 31 December 2020 and 2019, the number of attributed shares related to the assumed responsibilities arising from share-based payments, which have not yet vested, can be detailed as follows:
| NUMBER OF SHARES | FAIR VALUE | ||||||
|---|---|---|---|---|---|---|---|
| SHARES | GRANT YEAR VESTING YEAR | NUMBER OF PARTICIPANTS |
31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 | |
| 2017 | 2020 | 43 | − | 1,969,703 | − | 1,057,172 | |
| 2018 | 2021 | 41 | 1,333,701 | 2,131,656 | 1,227,732 | 960,552 | |
| 2019 | 2022 | 42 | 1,813,151 | 2,319,597 | 1,438,053 | 1,122,856 | |
| 2020 | 2023 | 43 | 3,108,819 | − | 1,361,956 | − | |
| TOTAL | 6,255,671 | 6,420,956 | 4,027,741 | 3,140,580 |
As at 31 December 2020 and 2019 Trade payables are as follows:
Sonae MC maintains cooperation agreements with fi nancial institutions in order to enable the suppliers of retail segment, to access to an advantageous tool for managing their working capital, upon confi rmation by Sonae of the validity of credits that suppliers hold on it. Under these agreements, some suppliers freely engage into contracts with these fi nancial institutions that allow them to anticipate the amounts receivable from these retail subsidiaries, after confi rmation of the validity of such receivables by these companies. These retail subsidiaries consider that the economic substance of these fi nancial
liabilities does not change, therefore these liabilities are kept as accounts payable to Suppliers until the normal maturity of these instruments under the general supply agreement established between the company and the supplier, whenever (i) the maturity corresponds to a term used by the industry in which the company operates, this means that there are no signifi cant differences between the payment terms established with the supplier and the industry , and (ii) the company does not have net costs related with the anticipation of payments to the supplier when compared with the payment within the normal term of this instrument.
As at 31 December 2020 and 2019, the caption "Other payables" is detailed as follows:
The caption "Other payables" includes:
As at 31 December 2020 and 2019, this caption includes payable amounts to other creditors and fi xed assets suppliers that do not bear interest. The Board of Directors understands that the fair value of these payables is similar to its book value and the result of discounting these amounts is immaterial.
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Holiday pay and bonus | 107,986,632 | 100,675,763 |
| Software access licenses | 9,911,200 | − |
| Other external supplies and services | 35,492,412 | 29,377,014 |
| Marketing expenses | 8,595,476 | 14,347,895 |
| Rights of use | 3,024,179 | 2,296,953 |
| Municipal property tax | 1,686,759 | 1,744,512 |
| Charges made on the sale of real estate ( Note 2.6 and Note 25) | 1,287,002 | 1,176,326 |
| Fixed income charged in advance | 5,534,462 | 1,284,399 |
| Share based payments obligations (Note 26) | 842,518 | 1,310,545 |
| Interests payable | 1,311,689 | 892,991 |
| Others | 10,262,778 | 7,131,834 |
| 185,935,107 | 160,238,232 |
As at 31 December 2020 and 2019, "Other current liabilities" are made up as follows:
This caption mainly includes Accruals of expenses incurred in the year to be settled in the following year.
| 31 DEC 2020 | UP TO 90 DAYS MORE THAN 90 DAYS | |||
|---|---|---|---|---|
| Trade payables - current account | 739,355,687 | 739,353,656 | 2,031 | |
| Trade payables - Invoice Accruals | 55,596,856 | 55,596,856 | - | |
| 794,952,544 | 794,950,512 | 2,031 |
| PAYABLE TO | ||||
|---|---|---|---|---|
| 31 DEC 2020 | UP TO 90 DAYS | 90 TO 180 DAYS MORE THAN 180 DAYS | ||
| Fixed asset suppliers | 55,394,882 | 55,242,720 | 18,869 | 133,293 |
| Other payables | 30,390,950 | 30,387,776 | − | 3,174 |
| 87,785,832 | 85,630,496 | 18,869 | 136,467 | |
| Related undertakings | − | |||
| 85.785.832 |
| PAYABLE TO | |||
|---|---|---|---|
| 31 DEC 2020 | UP TO 90 DAYS MORE THAN 90 DAYS | ||
| Trade payables - current account | 739,355,687 | 739,353,656 | 2,031 |
| Trade payables - Invoice Accruals | 55,596,856 | 55,596,856 | - |
| 794,952,544 | 794,950,512 | 2,031 | |
| PAYABLE TO | |||
| 31 DEC 2019 | UP TO 90 DAYS MORE THAN 90 DAYS | ||
| Trade payables - current account | 824,890,076 | 822,385,292 | 2,504,784 |
| Trade payables - Invoice Accruals | 46,067,495 | 46,067,494 | - |
| 870,957,571 | 868,452,786 | 2,504,784 | |
| As at 31 December 2020 and 2019 this caption includes amounts payable to suppliers resulting from Sonae MC operating activity. Sonae MC believes that the book value of these balances is approximate to their fair value. |
liabilities does not change, therefore these liabilities are kept as accounts payable to Suppliers until the normal maturity of these instruments under the general supply agreement established between the company and the supplier, whenever (i) the maturity corresponds to a term used by the industry in which |
to |
| PAYABLE TO | ||||
|---|---|---|---|---|
| 31 DEC 2019 | UP TO 90 DAYS | 90 TO 180 DAYS MORE THAN 180 DAYS | ||
| Fixed asset suppliers | 53,542,714 | 50,807,922 | 1,412,096 | 1,322,696 |
| Other payables | 23,025,608 | 23,025,608 | − | − |
| 76,568,322 | 73,833,530 | 1,412,096 | 1,322,696 | |
| Related undertakings | − | |||
| 76,568,322 |
Movements in "Provisions" and "Impairment losses" during the period ended 31 December 2020 and 2019 are as follows:
As at 31 December 2020 and 2019 the amount of "increases" and "decreases" in Provisions and impairment losses are as follows:
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Increase/(Decrease) on provisions and impairment losses in the income statement | 13,287,788 | 3,546,649 |
| Use of the provision for the disposal of Ulabox | − | (2,384,956) |
| Uses and reversions recorded in property, plant and equipment and intangible assets | (1,174,922) | (820,070) |
| Direct use of impairments on accounts receivable | (3,090,504) | (454,433) |
| Closing of Turkey | − | (378,000) |
| Goodwill impairment (Note 9) | (7,088,699) | − |
| Exchange rate changes | − | (151,838) |
| Others | (197,008) | (149,537) |
| 1,736,655 | (792,185) |
The caption "Non-current provisions" and "Current provisions" includes 6,334,819 euros (9,418,665 euros as at 31 December 2019) relating to noncurrent contingencies assumed by the Company, when selling its subsidiary Sonae Distribuição Brasil, S.A. in 2005. The evolution of the provision between years is associated with the evolution of the real against the euro. This provision is being used in the moment at the liabilities are materialized, being
constituted based on the best estimate of the expenses to be incurred with such liabilities and that result from a signifi cant set of processes of a civil and labour nature and of small value.
Impairment losses are deducted from the book value of the corresponding asset.
As at 31 December 2020 the reconciliation of liabilities arising from fi nancing activities are as follows:
As at 31 December 2020 and 2019, contingent liabilities to which Group is exposed can be detailed as follows:
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| GUARANTEES AND SECURITIES GIVEN: | ||
| On tax claims | 900,887,077 | 918,933,032 |
| On judicial claims | 155,256 | 121,808 |
| On municipal claims | 5,966,077 | 6,771,833 |
| For proper agrement ful llment | 17,088,947 | 14,669,245 |
| Other guarantees | 354,876 | 2,992,770 |
| GUARANTEES AND SECURITIES GIVEN IN FAVOUR OF CARVE-OUT ENTITIES: |
||
| On tax claims | 26,622,020 | 26,622,020 |
| GUARANTEES AND SECURITIES GIVEN: |
|---|
| GUARANTEES AND SECURITIES GIVEN IN FAVOUR OF CARVE-OUT ENTITIES: |
| BALANCE AS AT 1 JANUARY 2020 |
INCREASE | DECREASE | TRANSFERS AND OTHER MOVEMENTS |
BALANCE AS AT 31 DECEMBER 2020 |
|
|---|---|---|---|---|---|
| Accumulated impairment losses on investments | 769,213 | − | − | − | 769,213 |
| Impairment losses on property, plant and equipment (Note 6) | 86,688,619 | 4,404,561 | (364,554) | − | 90,728,626 |
| Impairment losses on intangible assets (Note 7) | 6,839,207 | 863,797 | (1,038,569) | − | 6,664,435 |
| Accumulated impairment losses on trade receivables (Note 14) |
3,157,289 | 1,409,270 | (689,030) | − | 3,877,529 |
| Accumulated impairment losses on other current debtors (Note 15) |
3,856,935 | 527,790 | (1,451,140) | − | 2,933,585 |
| Non current provisions | 9,418,605 | − | (2,725,277) | (358,509) | 6,334,819 |
| Current provisions | 561,741 | 1,092,565 | (292,758) | − | 1,361,548 |
| 111,291,609 | 8,297,983 (6,561,328) | (358,509) | 112,669,755 |
| BALANCE AS AT 1 JANUARY 2019 |
INCREASE | DECREASE | TRANSFERS AND OTHER MOVEMENTS |
BALANCE AS AT 31 DECEMBER 2019 |
|
|---|---|---|---|---|---|
| Accumulated impairment losses on investments | 3,401,434 | 15,000 | (2,647,221) | - | 769,213 |
| Impairment losses on on property, plant and equipment (Note 6) | 84,590,757 | 3,265,794 | (1,133,310) | (34,622) | 86,688,619 |
| Accumulated impairment losses on intangible assets (Note 7) | 6,921,736 | 171,142 | (253,671) | - | 6,839,207 |
| Accumulated impairment losses on trade receivables (Note 14) | 2,953,919 | 860,214 | (663,555) | 6,711 | 3,157,289 |
| Accumulated impairment losses on other current debtors (Note 15) |
3,765,016 | 503,527 | (411,608) | - | 3,856,935 |
| Non current provisions | 9,570,442 | - | (151,837) | - | 9,418,605 |
| Current provisions | 908,401 | 333,010 | (679,670) | - | 561,741 |
| 112,111,705 | 5,148,687 (5,940,872) | (27,911) | 111,291,609 |
| CASH FLOWS: | |
|---|---|
| BANK LOANS (NOTE 23) | DERIVATIVE FINANCIAL INSTRUMENTS (NOTE 24) RIGHTS OF USE (NOTE 8) |
||
|---|---|---|---|
| BALANCE AS AT 1 JANUARY 2020 | 679,674,004 | 25,789 | 1,006,392,063 |
| CASH FLOWS: | |||
| Receipts relating to nancial debt | 3,863,282,112 | - | - |
| Payments relating to nancial debt | (3,883,097,333) | - | (138,912,784) |
| Bank overdrafts | 128,809 | - | - |
| Financial Debt Update | - | - | 65,471,602 |
| Increase/(decrease) in fair value | - | (1,518,021) | - |
| Costs of setting up the nancing | (1,085,674) | - | - |
| Unpaid rents | - | - | (4,389,310) |
| Rental discounts related to the impact of the pandemic (Note 36) | - | - | (3,353,130) |
| Increases/(decrease) in leases | - | - | 167,701,657 |
| BALANCE AS AT 31 DECEMBER 2020 | 658,901,918 | (1,492,232) | 1,092,910,098 |
The main tax claims with bank guarantees given or sureties associated are as follows:
Within the framework of regularization of tax debts to Tax Authorities, (Outstanding Debts Settlement of Tax and Social Security – (Decree of law 67/2016 of 3/11, 151-A/2013 of 31/10 and 248-A/2002 of 14/11), the Group made tax payments in the amount of, approximately, 20.1 million euros, having the respective guarantees been eliminated. The related tax appeals continue in courts, having the maximum contingencies been reduced through the elimination of fi nes and interests related with these tax assessments.
As permitted by law, the Group maintains the legal proceedings, in order to establish the recovery of those amounts, having recorded as an asset the amounts related with income taxes paid under those plans.
Contingent liabilities related to subsidiaries sold in Brazil Following the disposal of a subsidiary in Brazil, Sonae guaranteed to the buyer of the subsidiary all the losses incurred by that company arising on unfavourably decisions not open for appeal, concerning tax lawsuits on transactions that took place before the sale date (13 December 2005) and that exceed 40 million euros. The amount claimed by the Brazilian Tax Authorities, concerning the tax lawsuits still in progress, which the company's lawyers assess as having a high probability of loss, plus the amounts already paid 17.2 million euros (24.2 million euros at 31 December 2019) related to programs for the Brazilian State of tax recovery, amount to near 15 million euros at 31 December 2020 (21.2 million euros at 31 December 2019). Furthermore, there are other tax assessments totalling 77.9 million euros (41.5 million euros as at 31 December 2019) for which the Board of Directors, based on its lawyers' assessment, understands will not imply future losses to the former subsidiary.
In 2017, a Modelo Continente Hipermercados, S.A. was subject to search and seizure of documents by the Competition Authority (AdC), as part of an investigation publicly reported by AdC as involving 21 entities in the retail sector of consumer goods (for example, hypermarkets, supermarkets, harddiscounts and its suppliers).
In the context of that investigation, the AdC initiated several administrative offense proceedings. To date, 8 Notes of Illegality have been issued in 8 of these cases, with the right of defence having been exercised, with the exception of the last two Notes of Illegality made public, in which the term has been suspended since 22.01.2021, under the regime suspension of procedural deadlines resulting from the measures adopted in the context of the COVID-19 disease pandemic. During the year 2020, the AdC issued sentencing decisions in two of these cases, having fi xed a "tender fi ne" for MCH in the amount of 121.9 million euros. Condemnatory decisions can and will be challenged before the Competition Authority, and the period has also been suspended since 22.01.2021, due to the regime of suspension of procedural deadlines resulting from the measures adopted in the context of the disease pandemic COVID-19.
Based on the assessment of its lawyers and economic consultants, the Board
Minimum lease payments (fi xed income) arising from operational leases, in which the Sonae MC acts as a lessor, recognized as income during the period ended 31 December 2020 and 2019 amounted to 25,279,742 euros and 29,785,863 euros, respectively.
In 2016, the Competition Authority (AdC) notifi ed Sonae MC SGPS, SA (ex – Sonae Investimentos), Modelo Continente SGPS (Ex Sonae MC) and Modelo Continente Hipermercados, for the purpose of presenting a defence, in the context of a misconduct proceeding under the agreement entered into between Modelo Continente and EDP Comercial campaign known as the "EDP Continente Plan". It should be noted that the Edp / Continent Plan took place during 2012 and was extended in the fi rst months of 2013 to allow the use of discounts that had been allocated to customers until 31 December 2012. The development of this type of business promotion agreement is a common practice in the Portuguese market. In 2017, the AdC imposed fi nes of 2.8 million euros on Sonae Investimentos and 6.8 million euros on Modelo Continente. AdC also condemned Sonae MC, but it did not impose any fi ne on it since that company does not present any turnover. These companies challenged the decision in court. As at 30 September 2020 a decision was handed down that confi rmed the AdC's understanding of the illegality of the behaviour in question, while reducing the amounts of the fi ne to, respectively, 2.52 million euros and 6.12 million euros. The Board of Directors expects, based on the opinion of their legal advisors, maintains the expectation that there will be no liability for these companies in this proceeding. was handed of procedural
Additionally, at 31 December 2020 and 2019, Sonae MC had operational lease contracts, as a lessee, whose minimum lease payments had the following payment schedule:
of Directors disagrees with the understanding and decision of the Competition Authority, which it considers to be totally unfounded, with the result that the competent appeals will be presented, and for this reason, no provision was set up. with the
As at 31 December 2020 and 2019, Revenue is made up as follows:
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Sale of goods | 5,046,752,342 | 4,573,923,275 |
| Services rendered | 105,757,415 | 128,090,850 |
| 5,152,509,757 4,702,014,125 |
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| DUE IN: | ||
| N+1 automatically renewal | 568,543 | 741,235 |
| N+1 | 27,822,614 | 29,084,549 |
| N+2 | 24,304,520 | 25,181,628 |
| N+3 | 20,313,364 | 20,735,005 |
| N+4 | 17,233,285 | 17,117,925 |
| N+5 | 15,833,567 | 14,432,222 |
| Após N+5 Após N+5 |
13,983,460 | 37,278,317 |
| 120,059,353 144,570,881 |

As at 31 December 2020 and 2019, the caption "Other Income" is made up as follow:
As at 31 December 2020, under the caption "Gains on sales of assets" are included gains related to the operation "Sale & Leaseback" amounting 2.9 million euros (3.2 million euros as at 31 December 2019) (Note 6).
As at 31 December 2020 and 2019, Net fi nancial expenses are as follows:

| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| EXPENSES | ||
| INTERESTS PAYABLE | ||
| Related with bank loans and overdrafts | (3,863,730) | (4,194,699) |
| Related with non convertible bonds | (3,562,275) | (3,839,788) |
| Related with leases (Note 8) | (65,471,602) | (61,205,055) |
| Others | (602,465) | (821,236) |
| (73,500,072) | (70,060,778) | |
| Foreign exchange losses | (10,377,673) | (4,777,439) |
| Foreign exchange losses related to loans |
(2,451,990) | − |
| Up front fees and commissions related to loans |
(2,801,810) | (2,927,014) |
| Others | (877,700) | (1,323,917) |
| (90,009,245) | (79,089,148) | |
| INCOME | ||
| INTERESTS RECEIVABLE | ||
| Related with bank deposits | 3,991 | 14,311 |
| Others | 1,500,017 | 476,404 |
| 1,504,008 | 490,715 | |
| Foreign exchange gains | 10,026,404 | 3,829,882 |
| Other nancial income | 21,111 | 478,005 |
| 11,551,523 | 4,798,602 | |
| NET FINANCIAL EXPENSES | (78,457,722) | (74,290,546) |
As at 31 December 2020 and 2019, "External supplies and services" are as follows:
As mentioned in the introductory note, some of the Group's business operations were signifi cantly affected by the pandemic context, which implied a signifi cant increase in spending on space cleaning and personal protective equipment, as well as an increase in logistics expenses. (home deliveries).
The amount included in rents and rentals is related to variable rents from lease agreements.
As at 31 December 2020 and 2019, Employee benefi ts expense are as follows:
As mentioned in the introductory note, in the case of food retail, an extraordinary monetary award was also given to employees of stores and warehouses, as a way of recognizing their availability to provide an essential service to Portuguese families.
As at 31 December 2020 and 2019, "Other expenses" are as follows:
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Supplementary income | 28,315,266 | 29,397,686 |
| Prompt payment discounts received | 24,233,343 | 24,034,759 |
| Own work capitalised (Note 7) | 10,625,203 | 10,813,167 |
| Exchange differences | 10,287,879 | 9,072,446 |
| Gains on sales of assets | 4,236,695 | 7,048,307 |
| Rental discounts (Note 31) | 3,353,130 | − |
| Subsidies | 2,966,378 | 1,035,584 |
| Others | 4,085,186 | 5,070,062 |
| 88,103,080 | 86,472,011 |

OTHER EXPENSES
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Galp/Continente loyalty program | 12,126,184 | 13,700,877 |
| Exchange differences | 11,826,229 | 9,904,310 |
| Donations | 11,739,270 | 8,913,604 |
| Other taxes | 7,037,167 | 6,733,005 |
| Losses on the disposal of assets | 4,535,283 | 6,186,349 |
| Municipal property tax | 2,053,141 | 2,224,105 |
| Others | 2,451,592 | 1,941,638 |
| 51,768,866 | 49,603,888 |
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Services | 68,895,655 | 61,777,202 |
| Electricity | 65,699,269 | 64,289,516 |
| Advertising expenses | 56,480,333 | 60,007,628 |
| Transports | 39,514,304 | 34,826,701 |
| Cleaning up services | 39,421,165 | 25,767,665 |
| Maintenance | 29,329,510 | 26,555,712 |
| Rents | 25,526,393 | 25,642,181 |
| Security | 21,509,744 | 17,519,821 |
| Costs with automatic payment terminals with |
13,612,469 | 10,996,664 |
| Home delivery | 12,687,870 | 8,316,454 |
| Consumables | 10,244,561 | 10,068,041 |
| Communications | 5,273,895 | 5,248,906 |
| Insurances | 5,268,369 | 4,837,299 |
| Travel expenses | 3,543,603 | 6,012,952 |
| Subcontracts | 2,465,260 | 3,791,121 |
| Others | 43,406,613 | 33,872,724 |
| 442,879,013 399,530,587 |
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Salaries | 474,307,954 | 448,922,190 |
| Social security contributions | 97,388,323 | 91,946,780 |
| Insurance | 9,796,277 | 8,982,274 |
| Welfare | 6,234,678 | 3,232,295 |
| Other staff costs | 17,595,893 | 17,738,164 |
| 605,323,125 570,821,703 |
As at 31 December 2020 and 2019, income tax is made up as follows:
The reconciliation between the profi t before Income tax and the tax charge for the years ended 31 December 2020 and 2019 is as follows:
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Current tax | (23,307,130) | (13,678,078) |
| Deferred tax (Note 19) | (8,590,850) | (8,496,534) |
| (31,897,980) (22,174,612) |
Balances and transactions with related parties during the periods ended 31 December 2020 and 2019 are as follows:
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Pro t before income tax | 176,376,597 | 159,562,158 |
| Income tax rate in Portugal ( 21%) | 37,039,085 | 33,508,053 |
| Effect of different income tax rates in other countries | (12,730,362) | (7,012,508) |
| Difference between capital (losses)/gains for accounting and tax purposes | (2,569,604) | (1,091,616) (1,091,616) |
| Gains or losses in jointly controlled and associated companies (Note 10) | (186,366) | (105,535) |
| Provisions and impairment losses not accepted for tax purposes | 1,488,627 | - |
| Use of tax losses that have not originated deferred tax assets | 96,637 | 502,402 |
| Amortization of goodwill for tax pruposes in Spain (Note 19) | 5,816,679 | 5,816,679 |
| Effect of constitution or reversal of deferred taxes | 2,354,411 | - |
| Donations unforeseen or beyond the legal limits | 1,082,910 | 110,166 |
| Use of tax bene ts | (8,031,786) | (6,555,907) |
| Under/(over) Income tax estimates | 1,376,467 | (4,950,830) |
| Autonomous taxes and tax bene ts | 1,095,960 | 1,320,855 |
| Municipality surcharge | 4,506,869 | 2,708,870 |
| Others | 558,453 | (2,076,017) |
| INCOME TAX | 31,897,980 | 22,174,612 |
| PARENT COMPANY | JOINTLY CONTROLLED COMPANIES | |||
|---|---|---|---|---|
| 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 | |
| Sales & Services rendered | 2,646,165 | 1,446,388 | 2,601,816 | 2,828,107 |
| Other income | 178,797 | 90,177 | 161,545 | 256,229 |
| Financial income | − | − | − | − |
| Cost of goods sold and materials consumed | − | − | 280,821,018 | 268,546,594 |
| External supplies and services | 5,682,296 | 2,608,702 | 1,230,493 | 1,728,181 |
| Other expenses | 5 | 145 | 1 | 5 |
| Financial expense | 339,927 | 312,843 | − | − |
| 8,847,190 | 4,458,255 | 284,814,873 | 273,359,116 |
| PARENT COMPANY | JOINTLY CONTROLLED COMPANIES | |||
|---|---|---|---|---|
| 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 | |
| Trade receivables | 308,931 | 410,300 | 720,912 | 564,183 |
| Other receivables | 64,077 | 26,647 | 356,299 | 516,005 |
| Income tax assets | 14,321,505 | 32,915,209 | − | − |
| Other current assets | 40,467 | 40,352 | − | 169,086 |
| Trade payables | 2,227,723 | 1,722,869 | 78,954,260 | 74,436,005 |
| Other payables | 1,401,946 | 281,156 | − | 106,409 |
| Income tax liabilities | 13,761,526 | 20,886,901 | − | − |
| Other current liabilities | 710,839 | 1,021,018 | 154,932 | 137,426 |
| 37,039,085 | 33,508,053 | 80,186,403 | 75,929,114 | |
| Property, plant and equipment acquisitions | 173 | 3,507 | − | − |
| Property, plant and equipment disposals | 4,557 | 1,762 | 8,615 | − |
| 4,731 | 5,269 | 8,615 | − |
| ASSOCIATED COMPANIES | OTHER RELATED PARTIES | |||
|---|---|---|---|---|
| 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 | |
| Sales & Services rendered | 42,631,262 | 46,224,664 | 94,683,563 | 95,762,316 |
| Other income | 166,004 | 386,551 | 18,254,215 | 10,760,101 |
| Financial income | − | − | − | − |
| Cost of goods sold and materials consumed | − | 22,272 | 35,839,408 | 24,931,567 |
| External supplies and services | − | 13,104 | 27,171,068 | 35,158,623 |
| Other expenses | 1 | 11,482 | 984,166 | 744,531 |
| Financial expense | − | − | 6,522,323 | 6,817,146 |
| 42,797,268 | 46,658,073 | 183,454,742 | 174,174,284 |
The remuneration of the members of the Board of Directors of the parent company and of the employees with strategic management responsibility, earned in all Sonae MC companies for the years ended at 31 December 2020 and 2019, is composed as follows:
(a) Includes personnel responsible for the strategic management of the companies of Sonae MC (excluding members of the Board of Directors of Sonae MC).
Earnings per share for the periods ended 31 December 2020 and 2019 were calculated taking into consideration the following amounts:
As at 31 December 2020 and 2019, there are no dilutive effects on the number of shares outstanding.
As at 31 December 2020 and 2019, cash receipts and cash payments related to investments can be detailed as follows:
The accompanying consolidated fi nancial statements were approved by the Board of Directors and authorized for issue on 6 April 2021, however, they are still subject to approval at the Shareholders Annual General Meeting.
| ASSOCIATED COMPANIES | OTHER RELATED PARTIES | |||
|---|---|---|---|---|
| 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 | |
| Other non-current assets | − | − | − | 259,783 |
| Trade receivables | 3,220,747 | 2,261,161 | 21,340,560 | 69,762,725 |
| Other receivables | 9,261 | 24,553 | 10,721,681 | 21,267,534 |
| Income tax assets | − | − | 6,911,074 | 3,113,129 |
| Other current assets | − | 111,067 | 3,468,847 | 3,876,244 |
| Other non-current liabilities | − | − | 347,197 | 391,535 |
| Trade payables | 2,097 | 6,573 | 7,867,024 | 9,665,997 |
| Other payables | − | 1,546 | 9,241,595 | 10,983,698 |
| Income tax liabilities | − | 55,660 | 30,755,419 | 23,022,914 |
| Other current liabilities | − | 197,443 | 14,800,700 | 4,694,032 |
| 3,232,106 | 2,658,003 | 105,454,097 | 147,037,591 | |
| Property, plant and equipment acquisitions | − | 4,126 | 4,297,981 | 23,086,634 |
| Property, plant and equipment disposals | − | 277,996 | 611,265 | 1,174,788 |
| Intangible Assets acquisitions | − | − | 1,388,496 | 3,081,313 |
| Intangible Assets disposals | − | − | 10,570 | 7,712,623 |
| − | 282,122 | 6,308,311 | 35,055,358 |
| PAYMENTS | 31 DEC 2020 | 31 DEC 2019 |
|---|---|---|
| Acquisition of participation on Arenal Perfumarias, S.L.U. and Tomenider, S.L. |
– | 47,039,289 |
| Acquisition da Chão Verde - Sociedade de Gestão Imobiliária, S.A. |
– | 2,472,365 |
| Acquisition MCCARE - serviços de Saude, S.A. |
– | 4,632,682 |
| Acquisition SK - Skin Health Cosmetics | – | 2,245,899 |
| Price adjustment on disposal of subsidiary |
– | 1,526,103 |
| Capital increase in Movvo | – | 850,000 |
| Compensation Fund Work | 1,275,612 | 1,085,594 |
| Others | 648,678 | – |
| 1,924,290 | 59,851,932 |
| 31 DEC 2020 | 31 DEC 2019 | |||
|---|---|---|---|---|
| ADMINISTRATIVE COUNCIL |
DIRECTION STRATEGIC (A) |
ADMINISTRATIVE COUNCIL |
DIRECTION STRATEGIC (A) |
|
| Short-term bene ts | 202,500 | 2,861,460 | 375,000 | 2,579,425 |
| Share Bene ts | − | 1,032,900 | − | 911,200 |
| 202,500 | 3,894,360 | 375,000 | 3,490,625 |
| 31 DEC 2020 | 31 DEC 2019 | |||||
|---|---|---|---|---|---|---|
| CONTINUING OPERATIONS |
DISCONTINUING OPERATIONS |
CONTINUING OPERATIONS |
DISCONTINUING OPERATIONS |
|||
| NET PROFIT | ||||||
| Net pro t taken into consideration to calculate basic earnings per share (consolidated pro t for the period) |
139,394,341 | 3,955,455 | 131,795,416 | 504,843 | ||
| Net pro t taken into consideration to calculate diluted Net pro t taken into consideration to calculate diluted earnings per share earnings per share |
139,394,341 | 3,955,455 | 131,795,416 | 504,843 | ||
| NUMBER OF SHARES | ||||||
| Weighted average number of shares used to calculate basic earnings per share |
1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
| Effect of dilutive potential ordinary shares from convertible bonds |
− | − | − | − | ||
| Weighted average number of shares used to calculate diluted earnings per share |
1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
| EARNINGS PER SHARE | ||||||
| Basic | 0.139394 | 0.003955 | 0.131795 | 0.000505 | ||
| Diluted | 0.139394 | 0.003955 | 0.131795 | 0.000505 | ||
Group companies included in the consolidated fi nancial statements, their head offi ces and percentage of share capital held by Sonae MC as at 31 December 2020 and 31 December 2019 are as follows:
| PERCENTAGE OF CAPITAL HELD | ||||||
|---|---|---|---|---|---|---|
| 31 DECEMBER 2020 | 31 DECEMBER 2019 | |||||
| COMPANY | HEAD OFFICE | DIRECT* | TOTAL* | DIRECT* | TOTAL* | |
| Sonae MC SGPS, S.A. | Matosinhos | HOLDING | HOLDING | HOLDING | HOLDING | |
| Amor Bio, Mercado Biológico, Lda | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Arenal Perfumerias SLU | a) Lugo (Spain) | 100.00% | 60.00% | 100.00% | 60.00% | |
| Asprela — Sociedade Imobiliária, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Azulino Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| BB Food Service, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bertimóvel — Sociedade Imobiliária, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Bom Momento — Restauração, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Brio — Produtos de Agricultura Biológica, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Canasta — Empreendimentos Imobiliários, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Chão Verde — Sociedade de Gestão Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Citorres — Sociedade Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Contimobe — Imobiliária de Castelo de Paiva, S.A. | a) Castelo de Paiva | 100.00% | 100.00% | 100.00% | 100.00% | |
| Continente Hipermercados, S.A. | a) Oeiras | 100.00% | 100.00% | 100.00% | 100.00% | |
| Cumulativa — Sociedade Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% 100.00% |
|
| Elergone Energias, Lda | a) Matosinhos | 75.00% | 75.00% | 75.00% | 75.00% | |
| Farmácia Selecção, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fozimo — Sociedade Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Fundo de Investimento Imobiliário Imosonae Dois | a) Maia | 98.00% | 98.00% | 98.00% | 98.00% | |
| Go Well — Promoção de Eventos, Catering e Consultoria, S.A. | a) Lisbon | 100.00% | 100.00% | 51.00% | 51.00% | |
| Igimo — Sociedade Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Iginha — Sociedade Imobiliária, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoestrutura — Sociedade Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imomuro — Sociedade Imobiliária, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imoresultado — Sociedade Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| Imosistema — Sociedade Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% | |
| 1 Closer Look Design, Lda | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% 100.00% |
| PERCENTAGE OF CAPITAL HELD | |||||
|---|---|---|---|---|---|
| 31 DECEMBER 2020 | 31 DECEMBER 2019 | ||||
| COMPANY | HEAD OFFICE | DIRECT* | TOTAL* | DIRECT* | TOTAL* |
| Marcas MC, zRT | a) Budapest (Hungary) |
100.00% | 100.00% | 100.00% | 100.00% |
| MCCARE — Serviços de Saúde, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| MJLF — Empreendimentos Imobiliários, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo — Distribuição de Materiais de Construção, S.A. | b) Maia | 50.00% | 50.00% | 50.00% | 50.00% |
| Modelo Continente Hipermercados, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Continente International Trade, S.A. | a) Madrid (Spain) | 100.00% | 100.00% | 100.00% | 100.00% |
| Modelo Hiper Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Pharmacontinente — Saúde e Higiene, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Pharmaconcept — Atividades em Saúde, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| Ponto de Chegada — Sociedade Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Predicomercial — Promoção Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Predilugar — Sociedade Imobiliária, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| SCBrasil Participações, Ltda | a) São Paulo (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% |
| Selifa — Empreendimentos Imobiliários de Fafe, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sempre à Mão — Sociedade Imobiliária, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| SIAL Participações, Ltda | a) São Paulo (Brazil) | 100.00% | 100.00% | 100.00% | 100.00% |
| SK Skin Health Cosmetics, S.A. | a) Oeiras | 100.00% | 100.00% | 100.00% | 100.00% |
| Socijofra — Sociedade Imobiliária, S.A. | a) Gondomar | 100.00% | 100.00% | 100.00% | 100.00% |
| Sociloures — Sociedade Imobiliária, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| So orin, BV | a) Amesterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| Sonae MC S2 Africa Limited | a) La Valeta (Malta) | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonae MC — Serviços Partilhados, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonaerp — Retail Properties, S.A. | a) Oporto | 100.00% | 100.00% | 100.00% | 100.00% |
| Sondis Imobiliária, S.A. | a) Maia | 100.00% | 100.00% | 100.00% | 100.00% |
| Sonvecap, BV | a) Amesterdam (Netherlands) |
100.00% | 100.00% | 100.00% | 100.00% |
| 2 Sport Zone Sport Maiz.Per.Satis Ith.Ve tic Ltd Sti | a) Istambul (Turkey) | - | - | - | - |
| Tomenider | a) Lugo (Spain) | 60.00% | 60.00% | 60.00% | 60.00% |
| Valor N, S.A. | a) Matosinhos | 100.00% | 100.00% | 100.00% | 100.00% |
| 2 Zíppy Cocuk Maiz.Dag.Satis Ith.Ve Tic Ltd Sti | a) Istambul (Turkey) | - | - | - | - |
* The percentage of capital held "Total" is the total percentage of interest held by the parent company's shareholders; the percentage of capital held "Direct" corresponds to the percentage that subsidiary(s) which hold(s) a participation directly in the share capital of that company.
a) Control held by majority of voting rights which gives power of relevant activities; b) Control held by majority of Board members.
1 Former Make Notes Design, Lda
2 Subsidiary settled in the period, which is why it is classifi ed in discontinued operations in the period. These entities are consolidated using the full consolidation method.
At the date of presentation of these consolidated fi nancial statements, there are no subsequent events that should be disclosed.
Approved at the Board of Directors meeting on 6 April 2021.
The Board of Directors,
Maria Cláudia Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
João Pedro Magalhães da Silva Torres Dolores
Rui Manuel Teixeira Soares de Almeida
Isabel Sofi a Bragança Simões Barros
José Manuel Cardoso Fortunato

| (TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS) | |||
|---|---|---|---|
| (AMOUNTS EXPRESSED IN EURO) | NOTES | 31 DEC 2020 | 31 DEC 2019 |
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Investments | 5 | 2,164,753,787 | 2,143,568,529 |
| Income tax | 8 | 2,916,832 | 2,916,832 |
| Deferred tax assets | 1,135 | 10,431 | |
| Other non-current assets | 4, 6 | 370,969,603 | 412,306,030 |
| TOTAL NON-CURRENT ASSETS | 2,538,641,357 | 2,558,801,822 | |
| CURRENT ASSETS | |||
| Other debtors | 4, 7 | 378,853,296 | 351,970,389 |
| Income tax | 8 | 9,255,600 | 21,136,537 |
| Other current assets | 4, 9 | 3,522,274 | 3,451,025 |
| Cash and cash equivalents | 4, 10 | 79,699,248 | 10,358,816 |
| TOTAL CURRENT ASSETS | 471,330,418 | 386,916,767 | |
| TOTAL ASSETS | 3,009,971,775 | 2,945,718,589 | |
| EQUITY AND LIABILITIES | |||
| EQUITY | |||
| Share capital | 11 | 1,000,000,000 | 1,000,000,000 |
| Legal reserve | 186,480,406 | 177,949,491 | |
| Other reserves and retained earnings | 11 | 112,100,730 | 25,013,347 |
| Pro t for the year for the |
237,729,816 | 170,618,298 | |
| TOTAL EQUITY | 1,536,310,952 | 1,373,581,136 | |
| LIABILITIES | |||
| NON-CURRENT LIABILITIES NON-CURRENT LIABILITIES |
|||
| Bonds | 4, 12 | 321,021,071 | 252,163,176 |
| Bank loans | 4, 12 | 194,599,695 | 321,000,000 |
| Other non-current liabilities | 50,021 | 294,521 | |
| TOTAL NON-CURRENT LIABILITIES | 515,670,787 | 573,457,697 | |
| CURRENT LIABILITIES | |||
| Bonds | 4, 12 | – | 2,996,380 |
| Bank loans | 4, 12 | – | 13,500,000 |
| Trade payables | 4 | 96,516 | 192,417 |
| Other creditors | 4, 14 | 952,593,786 | 977,345,464 |
| Income tax | 8 | 2,101,152 | 2,101,152 |
| Other current liabilities | 4, 15 | 3,198,582 | 2,544,343 |
| TOTAL CURRENT LIABILITIES | 957,990,036 | 998,679,756 | |
| TOTAL EQUITY AND LIABILITIES | 3,009,971,775 | 2,945,718,589 |
The accompanying notes are part of these separate fi nancial statements.
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS)
| (AMOUNTS EXPRESSED IN EURO) | NOTES | 31 DEC 2020 | 31 DEC 2019 |
|---|---|---|---|
| Gains or losses from investments | 18 | 244,613,180 | 175,037,856 |
| Financial income | 19 | 10,020,210 | 16,212,066 |
| Other income | 1,363,816 | 1,956,787 | |
| External supplies and services | 20 | (2,767,213) | (2,835,924) |
| Staff costs | 21 | (303,564) | (502,076) |
| Provisions and impairment losses | − | 378,363 | |
| Financial expenses | 19 | (18,045,515) | (22,168,356) |
| Other income | (38,559) | (41,293) | |
| Pro t before income tax | 234,842,355 | 168,037,423 | |
| Income tax | 8 | 2,887,461 | 2,580,875 |
| PROFIT FOR THE PERIOD | 237,729,816 | 170,618,298 | |
| EARNINGS PER SHARE (BASIC AND DILUTED) | 22 | 0.2377 | 0.1706 |
The accompanying notes are part of these separate fi nancial statement
FOR THE PERIODS ENDED IN 31 DECEMBER 2020 AND 2019
| (AMOUNTS EXPRESSED IN EURO) | NOTES | SHARE CAPITAL |
LEGAL RESERVES |
OTHER RESERVES |
RETAINED EARNINGS |
PROFIT FOR | THE PERIOD TOTAL EQUITY |
|---|---|---|---|---|---|---|---|
| Balance at 1 January 2019 | 1,000,000,000 | 174,887,958 | 778,740,908 | − | 61,230,652 | 2,014,859,518 | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
− | − | − | − | 170,618,298 | 170,618,298 | |
| Appropriation of the previous year net pro t |
|||||||
| Transfer to reserves | 11 | − | 3,061,533 | − | − | (3,061,533) | − |
| Dividends | 11 | − | − | (16,830,881) | − | (58,169,119) | (75,000,000) |
| Merger | − | − (736,896,680) | − | − | (736,896,680) | ||
| BALANCE AT 31 DECEMBER 2019 | 11 | 1,000,000,000 177,949,491 | 25,013,347 | − 170,618,298 1,373,581,136 | |||
| Balance at 1 January 2020 | 11 | 1,000,000,000 | 177,949,491 | 25,013,347 | − | 170,618,298 1,373,581,136 | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
− | − | − | − | 237,729,816 | 237,729,816 | |
| Appropriation of the previous year net pro t |
|||||||
| Transfer to reserves | 11 | − | 8,530,915 | 87,087,383 | − | (95,618,298) | − |
| Dividends | 11 | − | − | − | − (75,000,000) | (75,000,000) | |
| Transfers | 11 | − | − | (7,080,512) | 7,080,512 | − | − |
| BALANCE AT 31 DE DECEMBER 2020 | 11 | 1,000,000,000 186,480,406 105,020,218 | 7,080,512 237,729,816 1,536,310,952 |
The accompanying notes are part of these separate fi nancial statements.
FOR THE PERIODS ENDED IN 31 DECEMBER 2020 AND 2019
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS) (TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS)
FOR THE PERIODS ENDED 31 DECEMBER 2020 AND 2019
The accompanying notes are part of these separate fi nancial statements,
Sonae MC, SGPS, SA (hereon "the Company" or "Sonae MC") is a Portuguese company, with head-offi ce in Rua João Mendonça nº 529, 4464-501 Senhora da Hora, Matosinhos, Portugal, with management of shareholdings as main activity (note 5).
Consolidated fi nancial statements are also presented pursuant to applicable legislation.
It had different impacts on the activity of each of the group's businesses, with different levels of intensity depending on their sector, and naturally required an adaptation of their respective operations.
At Sonae MC, from the very beginning, a specifi c governance model was implemented to manage this crisis, led by Sonae Executive Committee in alignment with the several businesses CEO's. The impacts on each business were regularly monitored and contingency plans were implemented throughout the entire organisation, from operations to central structures.
Since mid-March 2020, mandatory actions were defi ned and communicated
| (AMOUNTS EXPRESSED IN EURO) | NOTES | 31 DEC 2020 | 31 DEC 2019 |
|---|---|---|---|
| OPERATING ACTIVITIES | |||
| Cash paid to suppliers | (2,883,073) | (3,354,854) | |
| Cash paid to employees | (309,951) | (545,127) | |
| CASH FLOWS FROM OPERATIONS | (3,193,024) | (3,899,981) | |
| Income tax (paid)/received | 14,784,120 | (51,776) | |
| Other proceeds/(payments) related to operating activities | 1,313,506 | 850,190 | |
| CASH FLOWS FROM OPERATING ACTIVITIES (1) | 12,904,602 | (3,101,567) (3,101,567) |
|
| INVESTING ACTIVITIES | |||
| PROCEEDS FROM: | |||
| Investments | 5, 10 | 2,011,350 | 46,000 |
| Interest and similar income | 9,972,049 | 36,797,177 | |
| Dividends | 18 | 248,313,288 | 176,252,543 |
| Other | 18,859 | 10,743 | |
| Loans granted | 3,418,398,087 | 4,229,368,633 | |
| 3,678,713,633 | 4,442,475,096 | ||
| PAYMENTS FOR: | |||
| Investments | 5, 10 | (23,266,680) | (356,772,711) |
| Loans granted | (3,408,188,050) | (3,741,125,925) | |
| (3,431,454,730) (4,097,898,636) | |||
| CASH FLOW FROM INVESTING ACTIVITIES (2) | 247,258,903 | 344,576,460 | |
| FINANCING ACTIVITIES | |||
| PROCEEDS FROM: | |||
| Loans obtained | 13 | 6,883,510,000 | 8,637,165,483 |
| 6,883,510,000 | 8,637,165,483 | ||
| PAYMENTS FOR: | |||
| Interest and similar costs | (18,126,090) | (40,169,536) | |
| Dividends | (75,000,000) | (75,000,000) (75,000,000) |
|
| Loans obtained | 13 | (6,981,206,983) | (8,870,507,273) |
| (7,074,333,073) (8,985,676,809) | |||
| CASH FLOW FROM FINANCING ACTIVITIES (3) | (190,823,073) | (348,511,326) | |
| NET INCREASE IN CASH AND CASH EQUIVALENTS (4) = (1) + (2) + (3) | 69,340,432 | (7,036,433) | |
| Cash and cash equivalents at the beginning of the nancial year | 10 | 10,358,816 | 17,382,396 |
| Cash and cash equivalents from mergers | − | 12,853 | |
| CASH AND CASH EQUIVALENTS YEAR END | 10 | 79,699,248 | 10,358,816 |
FOR THE YEAR ENDED 31 DECEMBER 2020 (TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS) (AMOUNTS EXPRESSED IN EURO)
to all employees regarding: work trips; participation in congresses, fairs, exhibitions and extended training sessions; among many other. With regards to operations, and to ensure the health of employees, partners and customers, essential measures were implemented, such as spaces hygiene, use of personal protective equipment, or limiting the number of people per m2. When feasible remote work was implemented. In addition, in all group companies fully controlled by Sonae in Portugal, it was decided not to use the simplifi ed lay-off mechanism as a way of ensuring full income to employees in this diffi cult context and to comply with the Company's social mission. In food retail, an extraordinary monetary amount was also awarded to store and warehouse employees, in recognition of their willingness to provide an essential service to Portuguese families.
2020 was a year infl uenced by the Covid-19 pandemic and the consequent restrictive measures on the mobility of people imposed by several governments worldwide, which included lockdown measures, opening hours restrictions and/or closure of commercial spaces. 2020
Throughout the year, several initiatives were carried out to provide general support to institutions (hospitals, municipalities, support centres) through the donation of food.
The main impacts and initiatives for each business are detailed in the management report.
(TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN PORTUGUESE. IN CASE OF DISCREPANCY THE PORTUGUESE VERSION PREVAILS)
The main accounting policies adopted in preparing the accompanying separate fi nancial statements are as follows:
The accompanying separate fi nancial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) in force as at 1 January 2020 and as adopted by the European Union (EU).
The preparation of the separate fi nancial statements in accordance with the IFRS requires use of estimates, assumptions and critic judgements in the process of determination of accounting policies with signifi cant impact in the accounting value of the assets and liabilities, as in the income and expenses of the year. Despite these estimates being based in the best experience of the Board of Directors and in their best expectations related to current and future events and actions, the actual and future results may differ. Areas with the highest degree of judgement or complexity, or areas where assumptions and estimates are signifi cant are presented in note 2.7.
Management assessed the Company's ability to operate on a going concern basis, taking into consideration all relevant information, facts and circumstances of fi nancial, commercial or other nature, including subsequent events to the date of these separate fi nancial statements. As a result,
management concluded that the Company has adequate resources to maintain its activities, having no intention to cease activities in the short term, and deemed the use of the going concern assumption appropriate.
Additionally, for fi nancial reporting purposes, fair value measurement is categorised in Level 1, 2 and 3 according to the level in which the used assumptions are observable and its signifi cance for the fair value estimation used to measure of assets/liabilities or for disclosure purposes:
Level 1 Fair value is determined based on active market prices for identical assets/liabilities;
Level 2 Fair value is determined based on other data other than market prices identifi ed in Level 1 but that are observable; and
Level 3 Fair value measurements derived from valuation techniques, whose main inputs are not observable in the market.
| STANDARDS (NEW AND AMENDMENTS) EFFECTIVE AS AT 1 JANUARY 2020 |
CHANGES | EFFECTIVE DATE |
|---|---|---|
| IFRS 3 Business combinations |
Revision of the de nition of business | 01-Jan-20 |
| IFRS 9, IAS 39 and IFRS 7 Interest rate benchmark (IBOR) reform – phase 1 |
Provide certain reliefs in connection with hedge accounting, so that the interest rate benchmark reform does not affect hedge accounting |
01-Jan-20 |
| IAS 1 Presentation of nancial statements; and IAS 8 Accounting policies, changes in accounting estimates and errors |
Revision of the de nition of "material", and the implication on the preparation of nancial statements as a whole |
01-Jan-20 |
| Conceptual framework Amendments to references to other IFRS |
Amendments to some IFRS regarding cross reference and clari cation about the application of the new de nitions of asset/liability and expense/income |
01-Jan-20 |
The following standards, interpretations, amendments and revisions were endorsed by EU and became effective as of 1 January 2020:
There was no signifi cant impact on the fi nancial statements resulting from their application on the year ended on 31 December 2020.
The following standards, interpretations, amendments and revisions were endorsed by EU and are mandatory for future years:
| STANDARDS (NEW AND AMENDMENTS) THAT WILL BECOME EFFECTIVE, ON OR AFTER 1 JANUARY 2020, ALREADY ENDORSED BY THE EU |
CHANGES | EFFECTIVE DATE |
|---|---|---|
| IFRS 16 Leases – COVID-19 related rent concessions |
Application of exemption in the recognition of rent concessions granted by lessors related to COVID-19, as modi cations |
01-Jun-20 |
| IFRS 4 Diferimento da aplicação da IFRS 9 |
The end of the exemption of applying IFRS 9 by the entities with insurance activity was deferred to 1 January 2023 |
01-Jan-21 |
The Company did not proceed with the early adoption of any of these standards on the separate fi nancial statements for the year ended 31 December 2020. There are no signifi cant impacts estimated on the separate fi nancial statements resulting from their application.
| STANDARDS (NEW AND AMENDMENTS) THAT WILL BECOME EFFECTIVE, ON OR AFTER 1 JANUARY 2020, NOT YET ENDORSED BY THE EU |
CHANGES | EFFECTIVE DATE |
|---|---|---|
| IAS 1 Presentation of nancial statements – classi cation of liabilities |
Classi cation of a liability as current or non-current, depending on an entity's right to defer its payment. New de nition of "settlement" of a liability |
01-Jan-23 |
| IAS 16 Proceeds before intended use |
Prohibition of deducting the proceeds obtained from the sale of items produced during the testing phase, to the acquisition cost of property, plant and equipment |
01-Jan-22 |
| IAS 37 IAS 37 Onerous contract – cost of ful lling a contract |
Clari cation about the nature of the expenses to be considered in determining whether a particular contract has become onerous |
01-Jan-22 |
| Annual improvement 2018 – 2020 2018 – |
Speci c amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41 | 01-Jan-22 |
| IFRS 3 Reference to the Conceptual framework Reference to |
Update to references to the Conceptual Framework and clari cation on the registration of provisions and contingent liabilities within the scope of a business combination |
01-Jan-22 |
| IFRS 9, IAS 39, IFRS 7, IFRS 4 e IFRS 16 Interest rate benchmark (IBOR) reform – phase 2 |
Provide practical expedients to address issues that arise from the implementation of the reforms, including the replacement of one benchmark with an alternative one |
01-Jan-21 |
| IFRS 17 Insurance contracts |
New accounting for insurance contracts, reinsurance contracts and investment contracts with discretionary participating features |
01-Jan-23 |
| IFRS 17 Insurance contracts (amendments) Insurance contracts (amendments) |
The amendments to IFRS 17 relate to changes in areas such as: I) scope; II) level of aggregation of insurance contracts; III) recognition; IV) measurement; V) modi cation and derecognition; VI) presentation of the Statement of Financial Position; VII) recognition and measurement of the Income statement; and VIII) disclosures |
01-Jan-23 |
These standards have not been endorsed by European Union and, therefore, the Company did not implement them for the year ended 31 December 2020.
The following standards, interpretations, amendments and revisions, mandatory for future years, have not been endorsed by EU, until the approval of these separate fi nancial statements:
Equity investments in subsidiaries and associated companies are accounted for accordingly with IAS 27, at acquisition cost net of potential impairment losses.
Subsidiaries are companies over which Sonae MC has control, i.e., when it is exposed to, or has rights over the variable returns of its involvement with the companies and has the ability of affecting them through the control exercised over them.
Associated companies are entities over which the Company exerts signifi cant infl uence, i.e., over which the Company has the power to take part in operational and fi nancial decisions, but that power does not correspond to control or joint control over them.
Dividends are recognised as investment gains when determined.
Sonae MC performs impairment tests of the investments in subsidiaries and associated companies when events or any changes evidence that the net book value in the separate fi nancial statements is not recoverable.
Besides recognising an impairment loss in such investments, the Company recognises additional losses in other liabilities or payments made in these companies benefi t.
Impairment losses are calculated by comparison between the recoverable investment amount and the net book value of the investment.
Investments value-in-use estimate is based on the valuation of the subsidiary using discounted cash fl ow models. Subsidiaries or joint ventures which main assets are real estate companies or assets are valued with reference to the market value of the real estate assets owned by such companies.
It is the Board of Directors understanding that the use of the methodology mentioned above is adequate to conclude on the eventual existence of fi nancial investments impairment as it incorporates the best available information as at the date of the fi nancial statements.
If subsequently the impairment amount decreases, and the decrease results objectively of a certain event occurred after the initial impairment recognition, the amount register therein is reverted up to the limit of the amount that would be recognised should there never have been any impairment loss.
The Company classifi es fi nancial instruments in the categories presented and reconciled with the separate statement of fi nancial position as detailed in note 4.
All purchases and sales of fi nancial assets investments are recognised on the trade date, the date when the Company commits to buying or selling the asset.
Financial assets classifi cation depends on the business model followed by the Company in their management (receipt of cash fl ows or appropriation of fair value changes) and on the contractual terms of the receivable cash fl ows.
Changes in a fi nancial asset classifi cation can only be made when the business model changes, except for fi nancial assets at fair value through other comprehensive income, that constitute equity instruments, which can never be reclassifi ed to another category.
Financial assets may be classifi ed in the following measurement categories:
The Company initially measures fi nancial assets at fair value, added of transaction costs directly attributable to the acquisition of the fi nancial asset, for fi nancial assets that are not measured at fair value through profi t or loss. Transaction costs of fi nancial assets at fair value through profi t or loss are recorded in the separate income statement when incurred.
Financial assets at amortised cost are subsequently measured by the effective interest rate method and deducted of impairment losses. Interest income on these fi nancial assets is included in "Interest income" on fi nancial income.
Financial assets at fair value through other comprehensive income that constitute equity instruments, are measured at fair value on the initial record date and subsequently, and their fair value changes are recorded directly in the other comprehensive income, in equity, without any future reclassifi cation even after derecognition of the investment.
The Company assesses prospectively estimated credit losses of fi nancial assets, which are debt instruments, classifi ed at amortised cost and at fair value through other comprehensive income. The applied impairment methodology considers the debtors credit risk profi le and different approaches are applied depending on the nature of the debtors.
Regarding "Loans granted to related entities", which are not considered as part of the fi nancial investment in these entities, credit impairment is assessed against the following criteria: i) if the receivable balance is immediately due ("on demand"); ii) if it is low risk; or (iii) if it has a term of less than 12 months.
For all other cases and natures of receivables, namely "Other debtors", the Company applies the impairment model general approach, evaluating at each reporting date whether there has been a signifi cant increase in credit risk since the date of the asset initial recognition. If there was no increase in credit risk, the Company calculates an impairment corresponding to the amount expected to be loss within 12 months. If there has been an increase in credit risk, an impairment is calculated corresponding to the amount equivalent to expected losses for all contractual fl ows until the asset maturity.
The Company derecognises fi nancial assets when, and only when, the contractual rights to the cash fl ows have expired or have been transferred, and the Company has substantially transferred all the risks and rewards of the asset ownership.
Loans are recorded at amortised cost, using the effective rate method, net of potential impairment losses.
Interest income is recognised applying the effective interest rate, except for short-term receivables where the recognition of interest would be immaterial.
These fi nancial investments arise when the Company provides money or
services directly to a related entity with no intention of trading the receivable.
Loans granted are recorded as current assets, except when its maturity is more than 12 months after the statement of fi nancial position date, in which case they are classifi ed as non-current assets.
Other receivables are recorded at face value net of potential impairment losses, recognised under the caption "Impairment losses in receivables", refl ecting their net realisable value.
Impairment losses of loans granted and account receivable are recognised according to the accounting polices described on the note 2.3.a).
Impairment losses recorded equal the difference between the recorded receivable balance and the present value of estimated future cash fl ows, discounted at the effective interest rate, when the receivable is expected to be in less than a year the discount is nil since its impact is considered immaterial.
"Cash and cash equivalents" include cash on hand, cash at banks, term deposits and other treasury applications, which mature in less than three months, and can be withdrawn immediately with insignifi cant risk of change in value.
In the separate cash fl ows statement "Cash and cash equivalents" also includes bank overdrafts, which are included in the separate statement of fi nancial position current liabilities caption "Bank loans".
If the amount receivable is immediately due and the related entity is able to pay, the probability of default is close to 0% and therefore impairment is considered equal to zero. If the receivable balance is not immediately due, the related entity's credit risk is assessed and if it is "low" or if maturity is less than 12 months, then the Company only assesses the probability of a default occurring for the next 12 months cash fl ows. these fi applied impairment of less been a
Financial liabilities and equity instruments are classifi ed according with their contractual substance, independently from the legal form they assume.
Financial liabilities are classifi ed into two categories:
"Financial liabilities at amortised cost" category includes liabilities presented under "Loans", "Trade payables" and "Other creditors". These liabilities are initially recognised at fair value net of transaction costs and subsequently measured at amortised cost with the effective interest rate.
As at 31 December 2020, the Company has only recognised liabilities classifi ed as "Financial liabilities at amortised cost".
Financial liabilities are derecognised when the underlying obligations are extinguished by payment, cancelled or expire.
Loans are recorded as liabilities at their nominal value, net of up-front fees and commissions related to the issuance of those instruments, which constitutes their fair value at transaction date.
Financial expenses are calculated based on the effective interest rate and are recorded in the separate income statement on an accruals basis, in accordance with the accounting policy defi ned in note 2.5. The portion of the effective interest charge relating to up-front fees and commissions is added to the book value of the loan, if it is not paid in the year.
Commercial paper loans are classifi ed as non-current when they have placement for a period of over one year and the Company intends to use this form of fi nancing for a period of over one year.
Trade accounsts payable and other creditors are stated at their nominal value since it relates to short term debt and its discount effect is estimated to be immaterial.
The effective interest rate method is the method used to calculate the amortised cost of a fi nancial asset or liability and to allocate interest income or expense until the fi nancial instrument maturity.
Contingent assets are not recorded in the separate fi nancial statements but disclosed when future economic benefi ts are likely.
Contingent liabilities are not recorded in the separate fi nancial statements. Instead they are disclosed in the notes to the separate fi nancial statements, unless the probability of a cash outfl ow is remote, in which case, no disclosure is made.
Dividends are recognised as income in the year they are attributed to the shareholders.
Income and expenses are recorded in the year to which they relate, regardless the date of the corresponding payment or receipt. Income and expenses for which the real amount is not known are estimated.
"Other current assets" and "Other current liabilities" include income and expenses of the reporting year which will only be received or paid in the future. Those captions also include payments and receipts that have already occurred but relate to income or expenses of future years, which will be duly recognised in the separate income statement.
Events after the statement of fi nancial position date that provide additional
information about conditions that existed at the statement of fi nancial position date (adjusting events), are refl ected in the separate fi nancial statements. Events after the statement of fi nancial position date that are non-adjusting events are disclosed in the notes when material.
Estimates and judgements with impact on the separate fi nancial statements are continuously evaluated, representing at each reporting date the management's best estimate, taking into consideration historical performance, accumulated experience and expectations about future events that, under the circumstances, are believed to be reasonable.
The intrinsic nature of estimates may lead to the actual situations that had been estimated, for the purposes of fi nancial reporting, differing from the estimated amounts. The most signifi cant accounting estimates refl ected in the separate fi nancial statements include:
Estimates used were based on the best available information during the preparation of these separate fi nancial statements and on the best knowledge of past and present events. However, in subsequent years situations may occur that, due to their unpredictability as at this date, were not considered in those estimates. Therefore, and due to this uncertainty, the outcome of the transactions being estimated may differ from the initial estimate. Changes to estimates used by management that occur after the approval date of these separate fi nancial statements, will be recognised in net income prospectively, in accordance with IAS 8.
The Portuguese Companies Code establishes that, at least 5% of annual net profi t must be used to increase "Legal reserves" until they represent at least 20% of the share capital. This reserve is not distributable, except in the case of the Company liquidation, but can be used to absorb losses, after all other reserves have been depleted, and for incorporation in capital.
Current income tax is determined based on the Company's taxable income, pursuant to current Portuguese tax rules.
Sonae MC is included in the taxable group of companies dominated by Sonae, SGPS, SA, and it is taxed in accordance with the Special Regime of Taxing Groups of Companies (RETGS). Consequently, the calculated income tax to be received or paid by the Company is recorded against that entity and included in the separate statement of fi nancial position under the caption "Income tax".
Tax losses from RETGS' dominated companies determine their allowance to group tax losses. With exception of 2017, in which only the dominant company recorded the group tax losses, the companies that contribute with tax losses record the correspondent tax amount in their separate accounts, equally under the caption "Income tax" of the separate statement of fi nancial position.
Deferred tax assets are recognised only when it is probable that suffi cient taxable profi ts will be available against which the deferred tax assets can be used, or when taxable temporary differences are recognised and expected to reverse in the same period. At each statement of fi nancial position date, an assessment of the deferred tax assets recognised is made, being reduced whenever their future use is no longer probable.
Deferred tax liabilities are recognised on all taxable temporary differences. However, regarding subsidiary investments' taxable temporary differences, these should not be recognised since: i) the shareholder does not have the ability to control the temporary difference reversal period, and ii) it is likely that the temporary difference reversal does not occur in the near future.
Deferred tax assets and liabilities are recorded in the separate income statement, except if they relate to items directly recorded in equity. In those cases, the corresponding deferred tax is also recorded in equity.
Taxes recognised in the separate fi nancial statement correspond to Sonae MC's understanding of the tax treatment applicable to the specifi c transactions, being the income tax, or other taxes, liabilities recognised based on its interpretation that is believed to be the most appropriate.
In cases where such tax treatment is challenged by tax authorities, being their interpretation distinct from Sonae MC's, a review is performed. If such review, reconfi rms the group's tax treatment and it is determined that the loss probability of certain tax process is less than 50%, Sonae MC treats the case as a contingent liability, i.e. it does not recognise any tax amount since the more likely decision will lead to no tax payment. When the loss probability is greater than 50%, a provision is recognised or, if the payment has been made, an expense is recognised.
When payments are made to tax authorities under special schemes of debt regularisation, related to income tax, in which both the respective lawsuit continues in progress and the likelihood of success of such lawsuit is greater than 50%, they are recognised as assets, as these determined amounts are expected to be reimbursed to the entity (usually with interest) or used to offset tax payments that will be due by the group, in which case the obligation is determined as a present obligation. When payments relate to other taxes, such amounts are recorded as expenses, although Sonae MC's understanding is that they will be reimbursed with interest.
Transactions with related entities are at arm's length conditions and gains or losses from those transactions are recognised and disclosed in note 18.
Deferred taxes are calculated using the statement of fi nancial position liability method, refl ecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for fi nancial reporting purposes and their amounts used for taxable purposes. Deferred tax assets and liabilities are calculated and annually remeasured using the tax rates that have been enacted or substantively enacted to be in force when the temporary differences are expected to reverse. of temporary these should
Risk management general principles are approved by the Board of Directors, and its implementation is supervised by Sonae MC's management and treasury department.
Interest rate risk has a signifi cant importance regarding market risk management. Sonae MC exposure to interest rate arises mainly from longterm loans which bear interest indexed to Euribor.
The Company's goal is to reduce cash fl ows and income volatility, considering its operational activity profi le, by using an appropriate mix of fi xed and variable interest rate debt. Sonae MC's policy allows the use of interest rate derivatives to decrease the exposure to Euribor fl uctuations but not for speculation purposes.
Derivatives used to hedge interest risks are classifi ed as cash fl ow hedging instruments because they qualify as perfect hedging. Conditions established for these cash fl ow hedging instruments match those of the corresponding loans in terms of base rate, calculation rules, rate setting dates and repayment schedules and therefore qualify as perfect hedges.
The interest rate sensitivity analysis is based on the following assumptions:
› In the case of fair value hedges of interest rate risk, changes in the fair value of the hedging item and the hedged fi nancial instrument related to interest rate movements are almost completely offset in the separate income statement in the same year, therefore these fi nancial instruments are also not exposed to interest rate risk;
› Changes in market interest rate of fi nancial instruments designated as cash fl ow hedging instruments (to hedge payment fl uctuations resulting from interest rate movements) affect the hedging reserve in equity and are therefore taken into consideration in the sensitivity analysis with impact in equity (other reserves);
› Changes in fair value of derivative fi nancial instruments and other fi nancial assets and liabilities are estimated by discounting future cash fl ows to the present value using appropriate market rates prevailing at year end and assuming a parallel shift in interest rate curves;
› For sensitivity analysis purposes all fi nancial instruments outstanding during the year are considered.
Under these assumptions, Sonae MC exposure to this risk is deemed insignifi cant, since if Euro interest rates had been 75 basis points higher, the Company separate profi t before tax for the year ended 31 December 2020 would decrease by approximately 4.1 million euro (1.2 million euro increase in 2019), considering the contractual fi xing dates and excluding other effects arising on the Company operations.
The main purpose of liquidity risk management is to ensure, at all times, that the Company and related entities, have the necessary fi nancial resources to fulfi l its commitments with third parties as they become due and to carry on their strategy, through proper management of fi nancing costs and maturity.
The Company conducts an active refi nancing policy, with the objective of maintaining a high level of free fi nancial resources immediately available to deal with short-term needs, increasing or maintaining debt maturity in
accordance with expected cash fl ows, and the ability to leverage its fi nancial position. As at 31 December 2020 Sonae MC's average debt maturity was 4.7 years (4.5 years as at 31 December 2019).
Another important liquidity risk management method is the negotiation of contractual terms with reduced possibility of lenders triggering early termination prepayment of loans. The Company also guarantees a high level of diversifi cation in its relationships with fi nancial institutions which facilitates contracting new loans and limits the negative impact of any relationship discontinuation.
The Company maintains a liquidity reserve in the form of credit lines with its relationship banks to ensure the ability to meet its commitments without having to refi nance itself in unfavourable terms. In 31 December 2020, there were no loans with maturity in 2021 (in 20219, 17 million with maturity in 2020) and the Company had 94 million euro committed credit facilities for a period of one year (94 million euro in 31 December 2019), and 265 million euro committed for a period of over one year (249 million euro in 31 December 2019) (note 12). Furthermore, Sonae MC maintains as at 31 December 2019 a liquidity reserve that includes cash and cash equivalents as described on note 10. Although current assets are lower than current liabilities, Sonae MC expects to meet all its obligations using its operacional cash fl ows, its fi nancial assets, and, if needed, drawing existing available credit lines.
The liquidity analysis' for fi nancial instruments is disclosed next to each class of fi nancial liabilities note.
Sonae MC is primarily exposed to credit risk in its fi nancing dealings with related entities.
"Loans granted to related entities" balances are considered to have low credit risk and, therefore, impairment losses recognised during the year were limited to estimated credit losses at 12 months. These fi nancial assets are considered "low credit risk" when they have a low impairment risk and the borrower has a high capacity to meet its contractual cash fl ow liabilities in the short term.
Sonae MC is also exposed to credit risk in its relationship with fi nancial institutions, regarding bank deposits, debt instruments available facilities, among other.
Credit risk arising from fi nancial institutions is limited by risk concentration management and by selecting counterparties which have a high national and international prestige and based on their rating notations considering the nature, maturity and size of the operations.
Sonae MC's capital structure, determined by the proportion of equity and net debt, is managed to ensure continuity and development of its operations, maximise shareholders return and optimise fi nancing costs.
Sonae MC periodically monitors its capital structure, identifying risks, opportunities and necessary adjustment measures to achieve these goals.
According to the accounting policies disclosed in note 2.3 fi nancial instruments were classifi ed, as at 31 December 2020 and 2019, as shown below:
Throughout 2020 and 2019 the movement in investments was as follows:
| 31 DEC 2020 | 31 DEC 2019 | |||||||
|---|---|---|---|---|---|---|---|---|
| NOTES | FINANCIAL ASSETS AT AMORTISED COST |
OTHER NON FINANCIAL ASSETS |
TOTAL | FINANCIAL ASSETS AT AMORTISED COST |
OTHER NON FINANCIAL ASSETS |
TOTAL | ||
| NON-CURRENT ASSETS | ||||||||
| Other non-current assets | 6 | 370,969,603 | – | 370,969,603 | 412,306,030 | – | 412,306,030 | |
| 370,969,603 | – | 370,969,603 | 412,306,030 | – | 412,306,030 | |||
| CURRENT ASSETS | ||||||||
| Other debtors | 7 | 378,200,259 | 653,037 | 378,853,296 | 351,317,352 | 653,037 | 351,970,389 | |
| Other current assets | 9 | 2,243,242 | 1,279,032 | 3,522,274 | 1,845,778 | 1,605,247 | 3,451,025 | |
| Cash and cash equivalents | 10 | 79,699,248 | – | 79,699,248 | 10,358,816 | – | 10,358,816 10,358,816 |
|
| 460,142,749 | 1,932,069 | 462,074,818 | 363,521,946 | 2,258,284 | 365,780,230 | |||
| 831,112,352 | 1,932,069 | 833,044,421 | 775,827,976 | 2,258,284 | 778,086,260 |
| 31 DEC 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ACQUISITION COST | ACCUMULATED | ||||||||
| ENTITY | % OWNED | OPENING BALANCE |
INCREASE | DECREASE | CLOSING BALANCE |
IMPAIRMENT (NOTE 16) |
BALANCE IN THE BALANCE SHEET |
||
| Modelo Continente Hipermercados, SA |
100% | 1,331,763,096 | 14,000,000 a) | − 1,345,763,096 | − | 1,345,763,096 | |||
| Sonaerp − Retail Properties, SA |
100% | 354,563,564 | 4,800,000 a) | − | 359,363,564 | − | 359,363,564 | ||
| Sonvecap BV | 100% | 155,573,113 | − | − | 155,573,113 | − | 155,573,113 | ||
| Marcas MC, zRT zRT |
100% | 146,943,000 | − | − | 146,943,000 | − | 146,943,000 | ||
| Sonae MC − Serviços Partilhados, SA |
100% | 62,032,319 | − | − | 62,032,319 | − | 62,032,319 | ||
| Pharmacontinente − Saúde e Higiene, SA |
100% | 50,082,875 | 4,000,000 a) | − | 54,082,875 | − | 54,082,875 | ||
| Modelo − Dist.de Mat. de Construção, SA |
50% | 24,790,614 | − | (2,000,000) d) 22,790,614 | − | 22,790,614 | |||
| Farmácia Selecção, SA | 100% | 13,940,377 | − | − | 13,940,377 | (3,860,377) | 10,080,000 | ||
| Go Well, SA | 100% | 4,059,657 | 400,000 b) | − | 4,459,657 | − | 4,459,657 | ||
| Sohi Meat Solutions − Dist. de Carnes, SA |
50% | 2,340,000 | − | − | 2,340,000 | − | 2,340,000 | ||
| Elergone Energias, Lda | 75% | 1,196,862 | − | − | 1,196,862 | − | 1,196,862 | ||
| Fundo Invest. Imobiliário Imosonae Dois |
0.09% | 143,429 | − | − | 143,429 | (14,742) f) | 128,687 | ||
| SCBrasil Participações, Ltda | 37% | 19,600,308 | − | − | 19,600,308 | (19,600,308) | − | ||
| So orin BV | 100% | 8,342,933 | − | − | 8,342,933 | (8,342,933) | − | ||
| Zippy cocuk malz.dag.ith.ve tic.ltd.sti |
100% | 3,591,619 | − | − | 3,591,619 | (3,591,619) | − | ||
| Sonae MC S2 Africa Limited | 100% | 1,200 | 66,680 c) | − | 67,880 | (67,880) | − | ||
| MOVVO, SA | − | 3,632,843 | − | (3,632,843) e) | − | − | − | ||
| Sport Zone Sport Zone spor malz.per.satis ith.ve ti |
− | 396,395 | − | (396,395) e) | − | − | − | ||
| 2,182,994,204 | 23,266,680 | (6,029,238) 2,200,231,646 | (35,477,859) | 2,164,753,787 |
| 31 DEC 2020 | 31 DEC 2019 | |||||||
|---|---|---|---|---|---|---|---|---|
| NOTES | FINANCIAL LIABILITIES AT AMORTISED COST |
OTHER NON FINANCIAL LIABILITIES |
TOTAL | FINANCIAL LIABILITIES AT AMORTISED COST |
OTHER NON FINANCIAL LIABILITIES |
TOTAL | ||
| NON-CURRENT LIABILITIES | ||||||||
| Bonds | 12 | 321,021,071 | – | 321,021,071 | 252,163,176 | – | 252,163,176 252,163,176 |
|
| Bank loans | 12 | 194,599,695 | – | 194,599,695 | 321,000,000 | – | 321,000,000 | |
| Other non-current liabilities | 50,021 | – | 50,021 | 294,521 | – | 294,521 | ||
| 515,670,787 | – | 515,670,787 | 573,457,697 | – | 573,457,697 | |||
| CURRENT LIABILITIES | ||||||||
| Trade payables | 96,516 | – | 96,516 | 192,417 | – | 192,417 | ||
| Other payables | 14 | 952,584,370 | 9,416 | 952,593,786 | 977,319,101 | 26,363 | 977,345,464 | |
| Other current liabilities | 15 | 3,190,097 | 8,485 | 3,198,582 | 2,544,343 | – | 2,544,343 | |
| 955,870,983 | 17,901 | 955,888,884 | 996,552,241 | 26,363 | 996,578,604 | |||
| 1,471,541,770 | 17,901 1,471,559,671 1,570,009,938 | 26,363 1,570,036,301 1,570,036,301 |
a) Share capital increases;
b) Acquisition of the remaining stake;
c) Voluntary capital contributions and respective impairment loss, since the company is in liquidation (note 18);
a) Share capital increases;
e) Split from Modelo Continente Hipermercados, SA for incorporation in Bom Momento – Restauração, SA;
f) Split from Modelo Continente Hipermercados, SA for incorporation in Pharmacontinente – Saúde e Higiene, SA.
| 31 DEC 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| ACCUMULATED | BALANCE IN | |||||||
| ENTITY | % OWNED |
OPENING BALANCE |
INCREASE DECREASE | MERGER/CISION | CLOSING BALANCE |
IMPAIRMENT (NOTE 16) |
THE BALANCE SHEET |
|
| Modelo Continente Hipermercados, SA |
100% | − 296,640,000 a) | − d) e) f) 1,035,123,096 1,331,763,096 | − | 1,331,763,096 1,331,763,096 |
|||
| Sonaerp − Retail Properties, SA |
100% | − 52,000,000 a) | − | 302,563,564 d) 354,563,564 | − | 354,563,564 | ||
| Sonvecap BV | 100% | − | − | − | 155,573,113 d) 155,573,113 | − | 155,573,113 | |
| Marcas MC, zRT | 100% | − | − | − | 146,943,000 d) 146,943,000 | − | 146,943,000 | |
| Sonae MC − Serviços Partilhados, SA |
100% | 60,032,319 | 2,000,000 a) | − | − | 62,032,319 | − | 62,032,319 |
| Pharmacontinente − Saúde e Higiene, SA |
100% | − | 2,000,000 a) | − | 48,082,875 d) f) 50,082,875 | − | 50,082,875 | |
| Modelo − Dist. de Mat. de Construção,SA |
50% | 24,790,614 | − | − | − | 24,790,614 | − | 24,790,614 |
| Farmácia Selecção, SA |
100% | − | 4,000,000 a) | − | 9,940,377 d) 13,940,377 | (3,860,377) | 10,080,000 | |
| Go Well, SA | 51% | − | 132,711 b) | − | 3,926,946 d) 4,059,657 | − | 4,059,657 | |
| Sohi Meat Solutions -Dist. de Carnes, SA |
50% | − | − | − | 2,340,000 | 2,340,000 | − | 2,340,000 |
| Elergone Energias, Lda |
75% | 1,196,862 | − | − | − | 1,196,862 | − | 1,196,862 |
| Fundo Invest. Imobiliário Imosonae Dois |
0.09% | 143,429 | − | − | − | 143,429 | − | 143,429 143,429 |
| Modelo Continente, SGPS, SA |
100% | 1,438,804,276 | − | − | (1,438,804,276) d) | − | − | − |
| SCBrasil Participações, Ltda |
37% | 19,600,308 | − | − | − | 19,600,308 | (19,600,308) | − |
| MOVVO, SA | 25.58% | 3,632,843 | − | − | − | 3,632,843 | (3,632,843) | − |
| So orin BV | 100% | − | − | − | 8,342,933 d) 8,342,933 | (8,342,933) | − | |
| Zippy cocuk malz. dag.ith.ve tic. ltd.sti |
100% | − | − | − | 3,591,619 d) | 3,591,619 | (3,591,619) | − |
| Bom Momento − Restauração, SA |
− | − | − (727,256) c) | 727,256 d) e) | − | − | − | |
| Sport Zone spor malz.per.satis ith.ve ti |
100% | − | − | − | 396,395 d) | 396,395 | (396,395) | − |
| Sonae MC S2 Africa Limited |
100% | − | − | − | 1,200 d) | 1,200 | (1,200) | − − |
| 1,548,200,651 356,772,711 | (727,256) | 278,748,098 2,182,994,204 | (39,425,675) 2,143,568,529 2,143,568,529 |
a) Financials from the fi nancial statements included in Sonae MC SGPS, SA consolidated accounts, which are prepared according to IFRS b) Not available
a) Financials from the fi nancial statements included in Sonae MC SGPS, SA consolidated accounts, which are prepared according to IFRS
b) Not available
| 31 DEC 2020 | |||||||
|---|---|---|---|---|---|---|---|
| ENTITY | % OWNED |
ASSETS | LIABILITIES | EQUITY | INCOME | PROFIT/(LOSS) FOR THE PERIOD |
|
| Elergone Energias, Lda | 75% | 24,270,923 | 9,134,078 | 15,136,845 | 68,449,220 | 4,338,964 | |
| a) Farmácia Selecção, SA | 100% | 10,579,980 | 777 | 10,579,203 | - | 411,692 | |
| b) Fundo Invest: Imobiliário Imosonae Dois | 0.09% | - | - | - | - | - | |
| a) Go Well, SA | 100% | 2,909,396 | 4,394,563 | (1,485,167) | 5,454,746 | (1,611,115) | |
| Marcas MC, zRT | 100% | 368,611,917 | 6,325,089 | 362,286,828 | 68,468,094 | 62,293,525 | |
| a) Modelo Continente Hipermercados, SA | 100% | 4,052,005,959 | 3,307,767,963 | 744,237,996 | 4,344,041,820 | 2,458,851 | |
| a) Modelo – Distribuição de Materiais de Construção, SA |
50% | 83,761,229 | 39,280,724 | 44,480,505 | 115,647,785 | 9,008,007 | |
| a) Pharmacontinente – Saúde e Higiene, SA | 100% | 104,011,978 | 79,574,698 | 24,437,280 | 189,855,504 | 128,338 | |
| SCBrasil Participações, Ltda | 37% | 69,986,801 | 161,329,337 | (91,342,536) | - | (23,700,708) | |
| So orin BV | 100% | 77,444,536 | 71,788,290 | 5,656,246 | - | (2,214) | |
| a) Sohi Meat Solutions – Distribuição de Carnes, SA |
50% | 72,383,179 | 66,398,841 | 5,984,338 | 285,604,981 | 1,295,033 | |
| a) Sonae MC – Serviços Partilhados, SA | 100% | 165,380,584 | 58,705,961 | 106,674,623 | 92,432,037 | 11,901,205 | |
| b) Sonae MC S2 Africa Limited | 100% | - | - | - | - | - | |
| a) SonaeRP – Retail Properties, SA | 100% | 800,866,352 | 480,203,639 | 320,662,713 | 21,391,319 | 7,736,368 | |
| Sonvecap BV | 100% | 172,483,316 | 159,733 | 172,323,583 | - | 8,329,405 | |
| b) Zippy cocuk malz.dag.ith.ve tic.ltd.sti | 100% | - | - | - | - | - |
| 31 DEC 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| ENTITY | % OWNED |
ASSETS | LIABILITIES | EQUITY | INCOME | PROFIT/(LOSS) FOR THE PERIOD |
||
| a) Elergone Energias, Lda | 75% | 13,780,329 | 6,457,722 | 7,322,607 | 63,395,559 | 3,297,437 | ||
| a) Farmácia Selecção, SA | 100% | 10,168,422 | 911 | 10,167,511 | - | 102,519 | ||
| b) Fundo Invest. Imobiliário Imosonae Dois | 0.09% | - | - | - | - | - | ||
| a) Go Well, SA | 51% | 3,829,782 | 3,671,296 | 158,486 | 14,235,987 | 32,986 | ||
| Marcas MC, zRT | 100% | 536,578,660 | 7,250,000 | 529,328,660 | 63,122,680 | 56,344,457 | ||
| a) Modelo Continente Hipermercados, SA | 100% | 3,889,294,811 | 3,161,524,205 | 727,770,606 | 3,989,023,040 | 10,376,321 | ||
| a) Modelo - Distribuição de Materiais de Construção, SA |
50% | 84,962,940 | 34,892,707 | 50,070,233 | 95,132,050 | 5,908,998 | ||
| b) Movvo, SA | 25.58% | - | - | - | - | - | ||
| a) Pharmacontinente - Saúde e Higiene, SA | 100% | 99,675,531 | 77,154,095 | 22,521,436 | 203,142,593 | 2,453,437 | ||
| SCBrasil Participações, Ltda | 37% | 91,356,016 | 90,867,548 | 488,468 | - | (8,484,144) | ||
| So orin BV | 100% | 27,062,397 | 21,403,937 | 5,658,460 | - | (308,200) | ||
| a) Sohi Meat Solutions - Distribuição de Carnes, SA |
50% | 67,135,630 | 61,253,414 | 5,882,216 | 267,877,312 | 1,256,749 | ||
| a) Sonae MC – Serviços Partilhados, SA | 100% | 154,910,367 | 49,192,559 | 105,717,808 | 93,498,458 | 13,528,103 | ||
| b) Sonae MC S2 Africa Limited | 100% | - | - | - | - | - | ||
| a) SonaeRP – Retail Properties, SA | 100% | 809,923,369 | 501,797,024 | 308,126,345 | 22,490,734 | 38,534,997 | ||
| Sonvecap BV | 100% | 190,170,080 | 26,175,902 | 163,994,178 | - | 8,398,823 | ||
| b) Sport Zone spor malz.per.satis ith.ve ti | 100% | - | - | - | - | - | ||
| b) Zippy cocuk malz.dag.ith.ve tic.ltd.sti | 100% | - | - | - | - | - |
The Company's investments main fi nancials as at 31 December 2019 are shown below:
The Company's investments main fi nancials as at 31 December 2020 were the following:
Investments are tested for impairment according to the accounting policy described in note 2.2 and to the discounted cash fl ows model valuation.
The main assumptions used in the Sonae MC's investments valuation can be summarised as follows:
SonaeRP – Retail Properties, S.A. impairment test was based on real estate valuations at the reporting date performed by independent specialised entities and Marcas MC, zRT investment was based on the "Royalty Relief Method" with
a royalty rate from similar activities.
As at 31 December 2020 and 2019 the non-current assets were as follows:
As at 31 December 2020 and 2019 this caption is as follows:
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Loans granted to related parties (Note 23) | 372,168,000 | 344,984,087 |
| Interest charged but not received | 6,020,064 | 6,193,142 |
| Other | 860,921 | 1,030,165 |
| Accumulated impairment losses (Note 16) | (195,689) | (237,005) |
| 378,853,296 351,970,389 |
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Loans granted to related parties (Note 23) | 394,347,009 | 431,796,798 |
| Impairment on loans granted (Note 16) | (23,427,427) | (19,834,376) |
| Other debtors | 50,021 | 343,608 |
| 370,969,603 412,306,030 |
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Basis of recoverable amount | Value of use | Value of use |
| Weighted average cost of capital | 8.3%-10% | 10% |
| Perpetuity growth rate | 1.50% | 1.50% |
| Income compounded growth rate | -0.9% to 32.1% | 0.2% to 43.9% |
Amounts related to "Special regime for payment of tax and social security debts" and "Special program of debt reduction to the state" (DL 248-A/2002, of 14 November, DL 151-A/2013, of 31 October and DL 67/2017 of 3 November) correspond to amounts paid, related to settlements of income tax that are already in court. Legal proceedings are still being processed, however the guarantees provided for those proceedings have been cancelled. It is Sonae MC understanding that the result of the complaints made will be favourable, therefore no adjustments were recorded for possible losses.
Current assets caption "Income tax for the year" includes the income tax estimate and withholding tax. It also includes recoverable income tax for previous years. These amounts were recorded against Sonae, SGPS, SA, since the company is taxed under RETGS dominated by this entity.
"Income tax from previous years" balance is made of receivables amounts related to the periods when the company was the dominant company of RETGS. "Income tax" recognised in the separate income statement in 2020 and 2019 is detailed as follows:
Reconciliation of income tax for the years ended at 31 December 2020 and 2019 is as follows:
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Current tax | (2,896,757) | (2,577,790) |
| Deferred tax | 9,296 | (3,085) |
| INCOME TAX | (2,887,461) | (2,580,875) |
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Pro t before income tax | 234,842,355 | 168,037,423 |
| Income tax rate | 21.00% | 21.00% |
| TAX | 49,316,895 | 35,287,859 |
| NON TAXABLE PROFIT OR LOSS: | ||
| Dividends | (52,145,790) | (37,013,034) |
| Impairment (reversal)/loss | (84,768) | 114,285 |
| (Gains)/losses in investment sales | − | 143,064 |
| Reversal of taxable impairments | − | (79,389) |
| Impairment loss on assets | 10,267 | − |
| Excess/(insuf cient) tax estimate | 44 | (1,038,376) |
| Other | 15,891 | 4,716 |
| INCOME TAX | (2,887,461) | (2,580,875) |
| EFFECTIVE INCOME TAX RATE | -1.23% | -1.54% |
As at 31 December 2020 and 2019 "Income tax" in the separate statement of fi nancial position is composed of:
Loans granted have long-term maturity, render interest at market rates indexed to Euribor and their fair value is similar to their carrying amount. Impairment of loans granted to group companies is assessed in accordance with note 2.3.a).
Loans granted to group companies return interest at variable market rates indexed to Euribor and have a maturity of less than one year. There were no past due assets as at 31 December 2020 and 2019. The fair value of granted loans is similar to their carrying amount.
Impairment of loans granted to group companies is assessed in accordance with note 2.3.a).
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Additional tax payment | 17,721 | 17,721 |
| Special program of debt reduction to the state (DL 67/2016, 3 November) | 1,002,114 | 1,002,114 |
| Special regime for payment of tax and social security debts (DL 248-A/2002, 14 November) | 1,108,699 | 1,108,699 |
| Special regime for payment of tax and social security debts (DL 151-A/2013, 31 October) | 788,298 | 788,298 |
| NON-CURRENT ASSETS | 2,916,832 | 2,916,832 |
| Income tax for the year | 4,289,425 | 16,170,362 |
| Income tax from previous years | 4,966,175 | 4,966,175 |
| CURRENT ASSETS | 9,255,600 | 21,136,537 |
| Income tax from previous years | 2,101,152 | 2,101,152 |
| CURRENT LIABILITIES | 2,101,152 | 2,101,152 |
As at 31 December 2020 and 2019 "Other current assets" can be detailed as follows:
As at 31 December 2020 and 2019 "Cash and cash equivalents" can be detailed as follows:
During 2020 and 2019 the following collections and payments related with investments occurred:
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Guarantees | 1,313,001 | 1,327,421 |
| Interest receivable | 743,211 | 331,327 |
| Indemnity interest | 187,030 | 187,030 |
| ACCRUED INCOME | 2,243,242 | 1,845,778 |
| Cost with credit facilities | 1,181,182 | 1,577,066 |
| Insurance | 97,850 | 28,181 |
| PREPAYMENTS | 1,279,032 | 1,605,247 |
| 3,522,274 | 3,451,025 |
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Bank deposits | 79,699,248 | 10,358,816 |
| CASH AND CASH EQUIVALENTS ON THE BALANCE SHEET | 79,699,248 | 10,358,816 |
| CASH AND CASH EQUIVALENTS ON THE STATEMENT OF CASH FLOWS | 79,699,248 | 10,358,816 |
| 31 DEC 2020 | 31 DEC 2019 | |||||
|---|---|---|---|---|---|---|
| INVESTMENTS/ (DIVESTMENTS) |
RECEIVED | AMOUNT PAID AMOUNT | INVESTMENTS/ (DIVESTMENTS) |
RECEIVED | AMOUNT PAID AMOUNT | |
| Modelo Continente Hipermercados, SA |
14,000,000 | − | 14,000,000 | 296,640,000 | − | 296,640,000 |
| Sonae Retail Properties SA | 4,800,000 | − | 4,800,000 | 52,000,000 | − | 52,000,000 |
| Pharmacontinente – Saúde e Higiene, SA |
4,000,000 | − | 4,000,000 | 2,000,000 | − | 2,000,000 |
| Go Well – Promoção de Eventos, Catering e Consultoria, SA |
400,000 | − | 400,000 | 132,711 | − | 132,711 |
| Sonae MC S2 Africa Limited | 66,680 | − | 66,680 | − | − | − |
| Modelo – Distribuição de Materiais de Construção, SA |
(2,000,000) | 2,000,000 | − | − | − | − |
| MOVVO, SA | (11,350) | 11,350 | − | − | − | − |
| Farmácia Selecção, SA | − | − | − | 4,000,000 | − | 4,000,000 |
| Sonae MC – Serviços Partilhados, SA |
− | − | − | 2,000,000 | − | 2,000,000 |
| Bom Momento Bom Momento – Restauração, SA |
− | − | − | (46,000) | 46,000 | − |
| 21,255,330 | 2,011,350 | 23,266,680 | 356,726,711 | 46,000 | 356,772,711 |
As at 31 December 2020 and 2019 the share capital, which is fully subscribed and paid for, was made up by 1,000,000,000 ordinary shares, with a nominal value of 1 euro each.
As at 31 December 2020 and 2019 the subscribed share capital was held as follows:
As at 31 December 2020 Efanor Investimentos, SGPS, SA and its affi liated companies held 52.4817% of Sonae, SGPS, SA 's share capital, which held, directly and indirectly, 100% of the Company.
OTHER RESERVES
During the year ended 31 December 2020 reserves of 7,080,512 euro, mostly related with the transition to IFRS, were transferred to retained earnings.
On 17 September 2019 the subsidiary Modelo Continente, SGPS, SA sold 100,000,000 shares of Sonae MC, SGPS, SA to Sonae, SGPS, SA. Therefore, the unavailable reserves of 320,000,000 euro became available, pursuant to
article 324 of the Portuguese Company's Code.
The movements that occurred in 2020 and 2019 in these reserves are detailed
in the separate statement of changes in equity.
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Sonae Holdings. SA | 51.8269% | 51.8269% |
| Sonae. SGPS. SA | 35.0287% | 35.0287% |
| Sonae Investments BV | 13.1444% | 13.1444% |
As at 31 December 2020 and 2019, this caption included the following loans:
The carrying amount of all loans does not differ signifi cantly from their fair value. The calculation method used for estimating the fair value of loans is based on the discounted cash fl ows model. Most above detailed loans bear interest at variable rates indexed to market benchmarks.
Bonds and bank loans and interest shall be reimbursed as follows:
The aforementioned maturities were estimated according to the loans contractual clauses and considering Sonae MC's expectation of its amortisation date.
Interest amounts were calculated considering fi nancing rates as at 31 December 2020 and 2019.
As at 31 December 2020 and 2019 there were fi nancial covenants included in borrowing agreements, negotiated as per market practices, which were in regular compliance as at the date of this report.
As at 31 December 2020 and 2019 in addition to "Cash and cash equivalents" (note 10) the Company has 359 million euro of available credit facilities (343 million as at 31 December 2019) that can be summarised as follows:
The 2020 average interest rate of bonds and bank loans was 1.16% (1.23% in 2019).
| 31 DEC 2020 | 31 DEC 2019 OUTSTANDING AMOUNT |
||||
|---|---|---|---|---|---|
| OUTSTANDING AMOUNT | |||||
| NON-CURRENT | CURRENT | NON-CURRENT | CURRENT | ||
| Bonds Sonae MC / December 2015/2024 | − | 50,000,000 | − | 50,000,000 | |
| Bonds Sonae MC / May 2015/2022 | − | 75,000,000 | − | 75,000,000 | |
| Bonds Sonae MC/ December 2019/2024 | − | 30,000,000 | − | 30,000,000 | |
| Bonds Sonae MC / June 2016/2021 | − | − | − | 95,000,000 | |
| Bonds Sonae MC / September 2016/2021 | − | − | 3,000,000 | 3,000,000 | |
| Bonds Sonae MC / April 2020/2027 | − | 95,000,000 | − | − | |
| Bonds Sonae MC / July 2020/2025 | − | 50,000,000 | − | − | |
| Bonds Sonae MC / July 2020/2025 | − | 22,500,000 | − | − | |
| Up-front fees not yet charged to statement of pro t or loss |
− | (1,478,929) | (3,620) | (836,824) | |
| Bond loans | − | 321,021,071 | 2,996,380 | 252,163,176 | |
| Commercial paper | − | 140,000,000 | 13,500,000 | 266,000,000 | |
| Sonae MC 2018/2031 | − | 55,000,000 | − | 55,000,000 | |
| Up-front fees not yet charged to statement of pro t or loss |
− | (400,305) | − | − | |
| Bank loans | − | 194,599,695 | 13,500,000 | 321,000,000 | |
| − | 515,620,766 | 16,496,380 | 573,163,176 |
| 31 DEC 2020 | 31 DEC 2019 | |||
|---|---|---|---|---|
| CAPITAL | INTEREST | CAPITAL | INTEREST | |
| N+1 | − | 5,917,775 | 16,500,000 | 5,487,099 |
| N+2 | 185,000,000 | 5,500,669 | 248,000,000 | 4,217,989 |
| N+3 | 26,111,111 | 4,077,568 | 135,000,000 | 2,504,315 |
| N+4 | 96,111,111 | 3,740,087 | 42,111,111 | 1,589,340 |
| N+5 | 97,611,111 | 2,667,870 | 106,111,111 | 1,479,944 |
| after N+5 | 112,666,667 | 2,818,281 | 42,777,778 | 2,133,542 |
| 517,500,000 | 24,722,250 | 590,500,000 | 17,412,229 |
| 31 DEC 2020 | 31 DEC 2019 | |||
|---|---|---|---|---|
| LESS THAN 1 YEAR COMMITMENTS |
MORE THAN 1 YEAR COMMITMENTS |
LESS THAN 1 YEAR COMMITMENTS |
MORE THAN 1 YEAR COMMITMENTS |
|
| Agreed credit facilities | 94,000,000 | 405,000,000 | 99,000,000 | 515,000,000 |
| Unused credit facilities | 94,000,000 | 265,000,000 | 94,000,000 | 249,000,000 |
| 31 DEC 2020 | ||
|---|---|---|
| CAPITAL | ||
| N+1 | ||
| N+2 | 185,000,000 | |
| N+3 | 26,111,111 | |
| N+4 | 96,111,111 | |
| N+5 | 97,611,111 | |
| after N+5 | 112,666,667 | |
| 517,500,000 |
The reconciliation of liabilities arising from fi nancing activities during 2020 and 2019 is as follows:
As at 31 December 2020 and 2019 this caption is detailed as follows:
Loans obtained bear interest at market rates indexed to Euribor and have maturities of less than a year.
As at 31 December 2020 and 2019 "Other current liabilities" were composed as follows:
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Loans from related entities (Note 23) | 952,538,000 | 977,234,983 |
| Fixed assets suppliers | 33,800 | 82,887 |
| Other payables | 21,986 | 27,594 |
| 952,593,786 977,345,464 |
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Accrued interest | 2,173,347 | 1,617,064 |
| Guarantees | 862,647 | 860,196 |
| Other | 162,588 | 67,083 |
| ACCRUALS | 3,198,582 | 2,544,343 |
During the years ended 31 December 2020 and 2019 movements in "Provisions and accumulated impairment losses" were as follows:
The increases and decreases in other non-current assets were recorded in the separate income statement under the caption "Gains or losses on investments" (note 18).
The amounts included in the column "merger" were recognised in the caption "Other reserves" and refer to the effect of the merger by incorporation of the subsidiary Modelo Continente, SGPS, SA occurred in 2019.
| FINANCIAL INSTITUTIONS | RELATED ENTITIES | |
|---|---|---|
| OPENNING BALANCE AS AT 1 JANUARY 2019 | 587,500,000 | 547,974,423 |
| Merger by incorporation | − | 665,602,350 |
| Receipts from bank loans | 2,942,000,000 | − |
| Payments of bank loans | (2,936,000,000) | − |
| Payments of bond loans | (3,000,000) | − |
| Receipts from related entities | − | 5,695,165,483 |
| Payments to related entities | − | (5,931,507,273) |
| CLOSING BALANCE AS AT 31 DECEMBER 2019 | 590,500,000 | 977,234,983 |
| OPENNING BALANCE AS AT 1 JANUARY 2020 | 590,500,000 | 977,234,983 |
| Receipts from bank loans | 1,533,500,000 | − |
| Payments of bank loans | (1,673,000,000) | − |
| Receipts from bond loans | 167,500,000 | − |
| Payments of bond loans | (101,000,000) | − |
| Receipts from related entities | − | 5,182,510,000 |
| Payments to related entities | − | (5,207,206,983) |
| CLOSING BALANCE AS AT 31 DECEMBER 2020 | 517,500,000 | 952,538,000 952,538,000 |
| BALANCE AS AT 31 DEC 2019 |
INCREASES | DECREASES | BALANCE AS AT 31 DEC 2020 |
|
|---|---|---|---|---|
| Investments impairment (Note 5 and 18) | 39,425,675 | 81,422 | (4,029,238) | 35,477,859 |
| Other non-current assets impairment (Note 6) impairment (Note |
19,834,376 | 3,648,891 | (55,840) | 23,427,427 |
| Other debtors impairment (Note 7) | 237,005 | − | (41,316) | 195,689 |
| 59,497,056 | 3,730,313 | (4,126,394) | 59,100,975 |
| BALANCE AS AT 31 DEC 2018 |
INCREASES | DECREASES | MERGER BALANCE AS AT 31 DEC 2019 |
||
|---|---|---|---|---|---|
| Investments impairment (Note 5 and 18) | 23,233,151 | − | − | 16,192,524 | 39,425,675 |
| Other non-current assets impairment (Note 6) | 14,375,871 | 487,044 | − | 4,971,461 | 19,834,376 |
| Other debtors impairment (Note 7) Other debtors impairment (Note 7) |
41,316 | 57,172 | (41) | 138,558 | 237,005 |
| Other current liabilities provisions | − | − | (378,363) | 378,363 | − |
| 37,650,338 | 544,216 | (378,404) | 21,680,906 | 59,497,056 |
| GUARANTEES AND SECURITIES GIVEN: | 31 DEC 2020 | 31 DEC 2019 |
|---|---|---|
| On tax claims awaiting outcome: | ||
| Financial institutions guarantees | 90,696,508 | 91,944,064 |
| Parent company guarantees | 245,070,150 | 245,070,150 |
| Other | 8,250,000 | 1,770,000 |
| Guarantees on tax claims given in favour of subsidiaries a) | 373,326,019 | 373,006,292 |
As at 31 December 2020 and 2019 guarantees in favour of third parties are as follows:
All Efanor, SGPS, SA's subsidiaries, associated companies and joint ventures are considered related parties namely: all companies of Sonae MC, SGPS, SA Group (group in which the company operates and that account for most reported balances and transactions); the companies of Sonae, SGPS, SA Group ( including, in addition to the Sonae MC Group, companies belonging to Sonae Holdings, SA, Sonae Sierra, SGPS, SA and SonaeCom, SGPS, SA); and the companies of Sonae Indústria, SGPS, SA Group and of Sonae Capital, SGPS, SA Group. The Board of Directors members are also considered related parties.
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Short term bene ts | 236,235 | 398,500 |
Main transactions with related entities during the years ended 31 December 2020 and 2019 can be summarised as follows:
› Within the framework of tax debts regularisation ("Special regime for payment of tax and social security debts" - DL 248-A/2002, DL 151-A/2013 and DL 67/2017) in previous years the Company made tax payments. As at 31 December 2020 the outstanding amount is 5,099,431,000 euro (5,099,431,000 as at 31 December 2019), having the respective guarantees been cancelled and the related tax appeals continued in courts. › Following the disposal of a Brazilian subsidiary, the group guaranteed to the buyer all losses arising from additional tax assessments as it is described in the contingent assets and liabilities note in the appendix to the consolidated fi nancial statements.
| EXTERNAL SERVICES AND SUPPLIES | OTHER INCOME | |||
|---|---|---|---|---|
| TRANSACTIONS | 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 |
| Parent company | 996,957 | 1,002,125 | 42,077 | 42,320 |
| Subsidiaries | 323,309 | 442,792 | 1,267,899 | 1,275,767 |
| Other related parties | 133,356 | 31,128 | 44,756 | 97,810 |
| 1,453,622 | 1,476,045 | 1,354,732 | 1,415,897 | |
| INTEREST INCOME | INTEREST EXPENSES | |||
| TRANSACTIONS | 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 |
| Parent company | – | – | 339,927 | 312,528 |
| Subsidiaries | 10,018,871 | 16,132,672 | 8,783,724 | 12,180,223 |
| 10,018,871 | 16,132,672 | 9,123,651 | 12,492,751 |
| INTEREST INCOME | INTEREST EXPENSES | |||
|---|---|---|---|---|
| TRANSACTIONS | 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 |
| Parent company | – | – | 339,927 | 312,528 |
| Subsidiaries | 10,018,871 | 16,132,672 | 8,783,724 | 12,180,223 |
| 10,018,871 | 16,132,672 | 9,123,651 | 12,492,751 |
| Parent company | – | – | 339,927 | 312,528 |
|---|---|---|---|---|
| Subsidiaries | 10,018,871 | 16,132,672 | 8,783,724 | 12,180,223 |
| 10,018,871 | 16,132,672 | 9,123,651 | 12,492,751 | |
| Main outstanding balances with related entities as at 31 December 2020 and 2019 can be summarised as follows: |
||||
| ACCOUNTS RECEIVABLE | ACCOUNTS PAYABLE | |||
| BALANCES | 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 |
| Parent company | 4,229,272 | 16,210,715 | 994,312 | 991,786 |
| Subsidiaries | 7,806,643 | 7,761,433 | 1,170,247 | 1,067,449 |
| Other related parties | 154,146 | 120,771 | 65,412 | 66,080 |
| 12,190,061 | 24,092,919 | 2,229,971 | 2,125,315 | |
| LOANS | ||||
| OBTAINED | GRANTED | |||
| BALANCES | 31 DEC 2020 | 31 DEC 2019 | 31 DEC 2020 | 31 DEC 2019 |
| Subsidiaries | 952,538,000 | 977,234,983 | 766,515,008 | 776,780,885 |
| 952,538,000 | 977,234,983 | 766,515,008 | 776,780,885 | |
| All Efanor, SGPS, SA's subsidiaries, associated companies and joint ventures are considered related parties namely: all companies of Sonae MC, SGPS, SA Group (group in which the company operates and that account for most reported balances and transactions); the companies of Sonae, SGPS, SA Group ( including, in addition to the Sonae MC Group, companies belonging to Sonae Holdings, SA, |
In 2020 and 2019 no transactions occurred, nor loans were granted to the Company's Directors. Additionally, as at 31 December 2020 and 2019, there were no balances with the Company's Directors. |
The Board of Directors compensation for the years ended 31 December 2020 and |
In 2020 and 2019 gains or losses on investments are detailed as follows:
During 2020 the Company recorded an impairment loss on Fundo de Investimento Imobiliário Imosonae Dois and Sonae MC S2 Africa Limited (note 5), but also reinforced the impairment loss in SCBrasil Participações, Ltda. shareholder's loans and Zippy cocuk malz.dag.ith.ve tic.ltd.sti supplementary capital (note 6).
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| DIVIDENDS: | ||
| Marcas MC, zRT | 229,335,356 | 100,000,000 |
| Sonae MC - Serviços Partilhados, SA | 10,944,390 | 7,300,000 |
| Modelo - Dist.de Mat. de Construção,SA | 5,224,092 | 2,027,573 |
| Pharmacontinente - Saúde e Higiene, SA | 2,212,494 | 15,000,000 |
| Sohi Meat Solutions -Dist. de Carnes, SA | 596,956 | 324,970 |
| Sonvecap BV | – | 32,000,000 |
| Sonaerp - Retail Properties, SA | – | 11,600,000 |
| Modelo Continente Hipermercados, SA | – | 8,000,000 |
| 248,313,288 | 176,252,543 | |
| FINANCIAL INVESTMENTS INCOME: | ||
| Fundo de Investimento Imobiliário Imosonae Dois | 18,764 | 10,744 |
| 18,764 | 10,744 | |
| IMPAIRMENT REVERSAL/(LOSSES): | ||
| SCBrasil Participações, Ltda. | (3,600,000) | – |
| Fundo de Investimento Imobiliário Imosonae Dois | (14,742) | – |
| Sonae MC S2 Africa Limited | (66,680) | – |
| Zippy cocuk malz.dag.ith.ve tic.ltd.sti | (48,890) | (544,023) |
| Sport Zone spor malz.per.satis ith.ve ti | – | (193) |
| Sonae MC S2 Africa Limited | – | 41 |
| (3,730,312) | (544,175) | |
| INVESTMENT SALES INCOME/(LOSSES) | ||
| Sport Zone spor malz.per.satis ith.ve ti | 11,440 | – |
| Bom Momento - Restauração, S.A. | – | (681,256) |
| 11,440 | (681,256) | |
| 244,613,180 | 175,037,856 |
During the years ended 31 December 2020 and 2019 fi nancial income and expenses were as follows:
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| Interest expenses related to to |
||
| loans to related entities | (9,123,651) | (12,492,751) |
| non convertible bonds | (3,562,275) | (3,839,788) |
| bank loans and overdrafts | (2,591,138) | (2,951,520) |
| Up-front fees and commissions related to loans | (2,762,332) | (2,875,283) |
| Stamp duty tax over loans | (6,119) | (9,014) |
| FINANCIAL EXPENSES | (18,045,515) | (22,168,356) |
| Interest income from | ||
| loans to related entities | 10,018,871 | 16,132,672 |
| bank deposits | 1,339 | 7,561 |
| Other nancial income nancial income |
– | 71,833 |
| FINANCIAL INCOME | 10,020,210 | 16,212,066 |
| NET FINANCIAL RESULTS | (8,025,305) | (5,956,290) |
| Interest expenses related to to |
|---|
| Interest income from |
| nancial income |
Earnings per share for the years ended 31 December 2020 and 2019 were calculated considering the following amounts:
| 31 DEC 2020 | 31 DEC 2019 | |
|---|---|---|
| EARNINGS | ||
| Earnings used to calculate basic and dilluted earnings per share (pro t for the period) | 237,729,816 | 170,618,298 |
| NUMBER OF SHARES | ||
| Number of shares used to calculate basic and dilluted earnings per share | 1,000,000,000 | 1,000,000,000 |
| BASIC AND DILLUTED EARNINGS PER SHARE | 0.2377 | 0.1706 |
During the year ended 31 December 2020 the Company entered shareholders' long-term loan agreements with the following entities:
› SCBrasil Participações, Ltda
› SonaeRP - Retail Properties, SA
› Zippy Cocuk Maiz.Dag.Satis Ith. Ve Tic Ltd Sti
During the year ended 31 December 2020 Sonae MC entered into short-term loan agreements with the following entities:
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Bank fees and services | 1,027,075 | 1,116,423 |
| Guarantees fees | 896,957 | 902,920 |
| Specialised services | 684,274 | 741,360 |
| Insurance | 133,817 | 61,339 |
| Other | 25,090 | 13,882 |
| 2,767,213 | 2,835,924 |
| 31 DEC 2020 31 DEC 2019 | ||
|---|---|---|
| Salaries | 241,235 | 403,499 |
| Payroll charges | 52,154 | 92,545 |
| Other staff costs | 10,175 | 6,032 |
| 303,564 | 502,076 |
External services and supplies in 2020 and 2019 are as follows: Staff costs for the years ended 31 December 2020 and 2019 are as follows:
As at 31 December 2020 balances payable related to these agreements can be detailed as follows:
As at 31 December 2020 balances receivable related to these agreements were the following:
As mentioned on note 1 the Company also presents consolidated fi nancial statements.
Information regarding the remuneration paid to the Statutory External Auditor is included in the Management report.
There were no signifi cant events after 31 December 2020 and until this date that need disclosure.
| LOANS RECEIVED | BALANCE AS AT 31 DEC 2020 |
|---|---|
| SonaeRP – Retail Properties, SA | 458,025,731 |
| Modelo Continente Hipermercados, SA | 262,105,000 |
| SCBrasil Participações, Ltda, | 18,357,722 |
| Pharmacontinente - Saúde e Higiene, SA | 10,672,000 |
| MCCare – Serviços de Saúde, SA | 9,656,000 |
| Zippy cocuk malz.dag.ith.ve tic.ltd.sti | 5,448,616 |
| Go Well, SA | 1,150,000 |
| Asprela – Sociedade Imobiliária, SA | 780,000 780,000 |
| Sempre à Mão - Sociedade Imobiliária, SA | 317,000 |
| Sonae MC S2 Africa Limited | 2,939 |
| 766,515,008 |
The accompanying separate fi nancial statements were approved by the Board of Directors and authorised for issue on 6 April 2021. These separate fi nancial statements will be presented to the Shareholders' General Meeting for fi nal approval.
Maria Cláudia Teixeira de Azevedo
Ângelo Gabriel Ribeirinho dos Santos Paupério
João Pedro Magalhães da Silva Torres Dolores
António Carlos Merckx de Menezes Soares
Ricardo Emanuel Mangana Monteiro
Luís Miguel Mesquita Soares Moutinho
Rui Manuel Teixeira Soares de Almeida
Isabel Sofi a Bragança Simões Barros
José Manuel Cardoso Fortunato
PricewaterhouseCoopers & Associados – Sociedade de Revisores Oficiais de Contas, Lda. Porto Office Park, Avenida de Sidónio Pais, 153 - piso 1, 4100-467 Porto, Portugal Tel: +351 225 433 000, Fax: +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NIPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 20161485
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Statutory Audit Report
(Free translation from the original in Portuguese)
Report on the audit of the consolidated financial statements
We have audited the accompanying consolidated financial statements of Sonae MC, SGPS, SA (the Group), which comprise the consolidated statement of financial position as at 31 December 2019 (which shows total assets of Euros 4,170,500,063 and total shareholders' equity of Euros 843,765,175 including a profit for the period attributable to the equity holders of the parent company of Euros 143,349,796), the consolidated statement of income, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly in all material respects, the consolidated financial position of Sonae MC, SGPS, SA as at 31 December 2019, and their consolidated financial performance and their consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union.
We conducted our audit in accordance with International Standards on Auditing (ISAs) and other technical and ethical standards and recommendations issued by the Institute of Statutory Auditors. Our responsibilities under those standards are described in the "Auditor's responsibilities for the audit of the consolidated financial statements" section below. In accordance with the law we are independent of the entities that are included in the Group and we have fulfilled our other ethical responsibilities in accordance with the ethics code of the Institute of Statutory Auditors.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of management and supervisory board for the consolidated financial statements
Management is responsible for:
a) the preparation of the consolidated financial statements, which present fairly the consolidated financial position, the consolidated financial performance and cash flows of the Group in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union;
b) the preparation of the Directors' report in accordance with the applicable law and regulations;
Statutory Audit Report Sonae MC, SGPS, SA 31 December 2019 PwC 2 of 3
c) the creation and maintenance of an appropriate system of internal control to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error;
d) the adoption of appropriate accounting policies and criteria; and
e) the assessment of the Group's ability to continue as a going concern, disclosing, as applicable, events or conditions that may cast significant doubt on the Group's ability to continue its activities.
The supervisory board is responsible for overseeing the process of preparation and disclosure of the Group's financial information.
Our responsibility is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
a) identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
b) obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
c) evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
d) conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;
Statutory Audit Report Sonae MC, SGPS, SA 31 December 2019 PwC 3 of 3
e) evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
f) obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion; and
g) communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit;
Our responsibility also includes verifying that the information included in the Directors' report is consistent with the consolidated financial statements.
In compliance with paragraph 3 e) of article Nº 451 of the Portuguese Company Law, it is our opinion that the Director's report has been prepared in accordance with applicable requirements of the law and regulation, that the information included in the Directors' report is consistent with the audited consolidated financial statements and, taking into account the knowledge and assessment about the Group, no material misstatements were identified.
9 April 2021
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. represented by:
Joaquim Miguel de Azevedo Barroso, R.O.C.

PricewaterhouseCoopers & Associados – Sociedade de Revisores Oficiais de Contas, Lda. Porto Office Park, Avenida de Sidónio Pais, 153 - piso 1, 4100-467 Porto, Portugal Tel: +351 225 433 000, Fax: +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NIPC 506 628 752, Capital Social Euros 314.000 Inscrita na lista das Sociedades de Revisores Oficiais de Contas sob o nº 183 e na CMVM sob o nº 20161485
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. pertence à rede de entidades que são membros da PricewaterhouseCoopers International Limited, cada uma das quais é uma entidade legal autónoma e independente. Sede: Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, Portugal
(Free translation from the original in Portuguese)
Report on the audit of the financial statements
In our opinion, the accompanying financial statements present fairly in all material respects, the financial position of Sonae MC, SGPS, SA as at 31 December 2020, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union.
We conducted our audit in accordance with International Standards on Auditing (ISAs) and other technical and ethical standards and recommendations issued by the Institute of Statutory Auditors. Our responsibilities under those standards are described in the "Auditor's responsibilities for the audit of the financial statements" section below. In accordance with the law, we are independent of the Entity and we have fulfilled our other ethical responsibilities in accordance with the ethics code of the Institute of Statutory Auditors.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Management is responsible for:
a) the preparation of the financial statements, which present fairly the financial position, the financial performance and the cash flows of the Entity in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union;
b) the preparation of the Directors' report in accordance with the applicable law and regulations;
31 December 2020 PwC 2 of 3
c) the creation and maintenance of an appropriate system of internal control to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error;
d) the adoption of appropriate accounting policies and criteria; and
e) the assessment of the Entity's ability to continue as a going concern, disclosing, as applicable, events or conditions that may cast significant doubt on the Entity's ability to continue its activities.
The supervisory board is responsible for overseeing the process of preparation and disclosure process of the Entity's financial information.
We have audited the accompanying financial statements of Sonae MC, SGPS, SA (the Entity), which comprise the separate statement of financial position as at 31 December 2020 (which shows total assets of Euros 3,009,971,775 and total shareholders' equity of Euros 1,536,310,952, including a net profit of Euros 237,729,816), the separate statement of income, the separate statement of comprehensive income, the separate statement of changes in equity and the separate statement of cash flows for the year then ended, and the notes to the separate financial statements, including a summary of significant accounting policies. ts on s' nges o ts ecember e onal d the audit nce ities is ch present fairly the financial position, the ity Financial rdance
Our responsibility is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or, in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
a) identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
b) obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control;
c) evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
d) conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Entity to cease to continue as a going concern;
Statutory Audit Report Sonae MC, SGPS, S.A. 31 December 2020 PwC 3 of 3
e) evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and
f) communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Our responsibility also includes verifying that the information included in the Directors' report is consistent with the financial statements.
206|207 financial statements
In compliance with paragraph 3 e) of article No. 451 of the Portuguese Company Law, it is our opinion that the Director's report has been prepared in accordance with applicable requirements of the law and regulation, that the information included in the Directors' report is consistent with the audited financial statements and, taking into account the knowledge and assessment about the Entity, no material misstatements were identified. ts 1 of the Portuguese Company Law, it is our opinion ordance e nowledge
9 April 2021
PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. represented by:
Joaquim Miguel de Azevedo Barroso, R.O.C.
(Translation of a Report and Opinion originally issued in Portuguese.
In case of discrepancy the Portuguese version prevails)
To the Shareholders
1 – Report
1.1 – Introduction
In compliance with the applicable legislation and statutory regulations, as well in accordance with the terms of our mandate, the Statutory Audit Board presents its report over the supervision performed and its Report and Opinion on the Report of the Board of Directors and the remaining individual and consolidated documents of accounts for the year ended 31 December 2020, which are the responsibility of the Board of Directors.
During the year, the Statutory Audit Board, in accordance with its competence and in accordance with its Regulations, accompanied the strategic lines and risk policy approved by the management of the Company and its subsidiaries, from which didn´t arises any issue, and has oversaw, with the required scope, the activity of the Board of Directors and its committees, evolution of the operations, the adequacy of accounting records, the quality and appropriateness regarding the process of preparation and disclosure of financial information, corresponding accounting policies and valuation criteria used, as well as verified compliance with legal and statutory regulatory requirements.
In the exercise of its competences, the Statutory Audit Board obtained from the Board of Directors, the necessary information to carry out its supervision activity and proceeded with the necessary interactions to fulfil the competencies listed in the law and its Internal Regulation.
The Audit Board verified the effectiveness of the risk management and internal control systems, analyzed the planning and results of the external and internal auditors' activity, accompanied the system involving the reception and follow up of reported irregularities and oversaw the reports issued by Sonae's Ombudsman, assessed the process of preparing the individual and consolidated accounts, provided the Board of Directors with information on the conclusions and quality of the financial statements audit and its intervention in this process, approved, previously, the rendering of non-audit services by the Statutory and External Auditor permitted under the law, and also having exercised its mandate in what concerns the evolution of the competence and independence of the Statutory and External Auditor, as well as to the supervision of the establishment of their remuneration.
During the year, the Statutory Audit Board accompanied, with special care, the accounting treatment of transactions that materially influenced the evolution of the activity expressed in the consolidated and individual financial position of Sonae MC, SGPS, S.A. and, in this point of view, highlights the positive evolution of the businesses segments and the main partnerships, whose effects are evident in Group´s salutary economic and financial development.
The Statutory Audit Board, observed Recommendation I.5 of the IPCG Corporate Governance Code, in accordance with the criteria established by it in numbers 3 to 5 of article 4 of its Regulations, with the objective of characterizing the relevant level of transactions concluded with qualified shareholders or with or with entities with them in any of the relationships stipulated in paragraph 1 of article 20 of the Portuguese Securities Market Code, having not identified the materialization of relevant transactions in the light of those criteria, nor identified the presence of conflicts of interest .
The Statutory Audit Board complied with the Recommendations of the Corporate Governance Code of the IPCG I.2.2, I.2.3, I.2.4, I.3.1, I.3.2, I.5.1, I.5.2, III.1.1 (with incidence on the risk policy in accordance with and within its competence), VII.1.1, VII.2.1., VII.2.2., VII.2.3..
As a body fully composed by independent members in accordance with the legal criteria and all professionally qualified to perform their duties, the Statutory Audit Board developed its competences and interrelations with the other statutory bodies and Company's services in accordance with the principles and conduct recommended in the terms of legal and recommendations, and did not receive from the Statutory and External Auditor any report relating to irregularities or difficulties in the performance of its duties.
In the fulfilment of its duties, the Statutory Audit Board held regular quarterly meetings, in addition to other extraordinary ones, with the presence of, depending on the matters in the agenda, the Board of Directors, the officers in charge of Management Planning and Control, Administrative and Accounting Services, Treasury and Finance, Tax, Internal Audit, Risk Management, the Statutory and External Auditor and Sonae's Ombudsman. Additionally, the Statutory Audit Board participated in the Board of Directors' meeting where the Report of the Board of Directors and the financial statements for the year were approved and, during the year, had access to all the documental or personal information that appeared appropriate to the exercise of its audit action.
Still, in the fulfilment of its duties, the Statutory Audit Board reviewed the Report of the Board of Directors, and remaining individual and consolidated documents of account prepared by the Board of Directors, concluding that these information was prepared in accordance with the applicable legislation and that it is appropriate to the understanding of the financial position and results of the Company and the consolidation perimeter, and has reviewed the Statutory Audit and Auditors' Report issued by the Statutory Auditor and agreed with its content.
Considering the above, in the opinion of the Statutory Audit Board, that all the necessary conditions are fulfilled in order for the Shareholders' General Meeting to approve:
b) the individual and consolidated statements of financial position, profit and loss by natures, comprehensive income, changes in equity and of cash flows and related notes for the year ended
In accordance with paragraph a), number 1 of article 8º of the Regulation of CMVM nr. 5/2008 and with the terms defined in paragraph c) nº 1 of the article 245º of the Portuguese Securities Market Code, the members of the Statutory Audit Board declare that, to their knowledge, the information contained in the individual and consolidated financial statements were prepared in accordance with applicable accounting standards, giving a true and fair view of the assets and liabilities, financial position and the results of the Sonae MC, SGPS, S.A. and companies included in the consolidation. Also, it is their understanding that the Board of Directors Report faithfully describes the business evolution, performance and financial position of Sonae MC, S.G.P.S., S.A. and of the companies included in the consolidation perimeter and contains a description of the major risks and uncertainties that they face.
António Augusto Almeida Trabulo
Maria José Martins Lourenço da Fonseca
Carlos Manuel Pereira da Silva
Precision, transparency, and ethics are the fundamental principles of our Business activity and guide our management practices and corporate governance. Our ambition is to be the leader in the Business segments in which we operate, creating value for our Shareholder.



Good corporate governance practices at Sonae MC ensure effective decision-making processes and increase the chances of Business success. The Company's robust governance model is based on a clear separation of responsibilities between management and control mechanisms, rigorous internal control systems, and transparent communication practices with the Shareholder and capital markets.
The Board of Directors at Sonae MC is focused on the Company's long-term growth and development, with a view to generating value for its stakeholders, supported by a sound corporate social responsibility. This governing body is comprised of a balanced team, which is highly skilled and has in-depth knowledge of food retail. It has defi ned, with truly clear intentions and focus, Sonae MC's terms for operational and fi nancial sustainable success. It has also defi ned its mission in the retail industry and the way in which its activities benefi t Customers, Employees, and society as a whole.
A resolute control and monitoring of the various Businesses is carried out via risk management and internal control systems.
The Sonae MC corporate governance model is aligned with the best national and international practices and has evolved by incorporating the Portuguese Institute of Corporate Governance (IPCG) recommendations regarding the Corporate Governance Code.
This model aims at transparency and the total effective functioning of Sonae MC, based on a clear separation of powers between the different governing bodies. Furthermore, it also seeks to establish an independent operating framework based on defi ning management guidelines, policies, and procedures suited to the development of the Company's businesses, with a view to minimising the inherent risks to its Business.
Sonae MC follows a one-tier governance model, where the Board of Directors oversees the management structure, and the supervisory structure comprises the Audit Committee and the Statutory Auditor.
The Board of Directors believes that the corporate governance model adopted is commensurate with the duties to be performed by each of the governing bodies, thus ensuring a balance between their respective functional independence and interaction. Moreover, the specialised committees assigned to matters of particular importance optimise the Board's performance, ensuring the effectiveness of its decision-making process.
COMMITTEE
› Cláudia Azevedo, Chair
› António Soares
› Ricardo Monteiro
› Ângelo Paupério,
Chair › João Dolores
› António Soares › Ricardo Monteiro
SHAREHOLDERS REMUNERATION COMMITTEE
› Cláudia Azevedo, Chair › José Côrte-Real
It is incumbent upon the Board of Directors to manage the Company's Businesses, perform all management acts related to its corporate purpose, set strategic guidelines, and appoint and supervise the Executive Committee's activity and of its specialised committees. to its
› Miguel Águas
LEADERSHIP COMMITTEE
› Cláudia Azevedo, Chairman
› Ângelo Paupério
› João Dolores
› António Soares
› Ricardo Monteiro
› Luís Moutinho
› Rui Almeida
› Isabel Barros › José Fortunato
› Luís Moutinho,
CEO
› Rui Almeida
› Isabel Barros
› José Fortunato
The Remuneration and Compensation Policy for the governing bodies and executive directors of the Company is in line with Community guidelines, Portuguese law, and the Corporate Governance Code of the Portuguese Institute of Corporate Governance (IPCG), published in 2018 per the agreement established between the IPCG and the Portuguese Securities Market Commission (CMVM), on 13 October 2017, which introduced a selfregulation model under the recommendations of the regulation on corporate governance, which repealed the CMVM Corporate Governance Code (2013) and promoted the implementation of a single code, drawn up by the IPCG, which is responsible for the interpretation and implementation thereof, and conducting an annual qualitative assessment of the governance structures and practices of companies listed on the stock exchange. The Policy is based upon the premise that initiative, competence, and commitment are essential factors to perform well, and these should be in line with the medium and long-term interests of the Company, with a view to sustainability, based on the following principles:
When designing the Remuneration and Compensation Policy for members of the Company's governing bodies, the primary goal is to attract high-performance talent that can make a relevant and material contribution to the sustainability of the Company's businesses. The Policy is defi ned by benchmarking against global markets and comparable companies' practices, based on information provided by the key studies conducted for Portuguese and European markets, namely market studies conducted by Mercer and Korn Ferry.
Accordingly, the remuneration parameters for members of the governing bodies are determined and periodically reviewed in line with the pay practices of comparable Portuguese and international companies, aligning the potential maximum amounts to be paid to the members of the governing bodies, in both individual and aggregate terms, with market practices. When doing so, the members of the governing bodies are individually and positively differentiated specifi cally taking into account, among other factors, the profi le and experience of the member, the nature and description of the role and competencies of the governing body concerned and that of the particular member, and the degree of direct correlation between individual and business performance.
To determine the amounts paid in the global market, the median of the market values applicable to the fi xed remuneration and the third quartile for the variable pay of Europe's top-tier executives are taken into account. Furthermore, for remuneration purposes, the remuneration practice of peer companies is considered, i.e., companies deemed comparable businesses for the purposes of remuneration are those whose securities are traded on the Euronext Lisbon Stock Exchange.

The Policy envisages the award of bonuses calculated based on the Company's level of success. The variable pay component is structured in a way that establishes a link between bonuses awarded and the levels of individual and collective performance. If predefi ned goals are not achieved, measured using individual and business KPIs, the amount of short and medium-term incentives will be partially or totally reduced.
A portion of the variable bonus for executive directors is deferred for a period of 3 years, and the amount depends on the following during the deferral period: (i) gains in share price, (ii) the dividend adjustment factor applied, and (iii) the extent to which medium-term goals are achieved. This ensures that directors align their interests with those of the Shareholder and medium-term performance, thus ensuring business sustainability.
| GOVERNING BODIES | BREAK DOWN | IN RELATION TO THE MARKET CIRCUMSTANCES UNDER WHICH AMOUNTS ARE OWED |
|||
|---|---|---|---|---|---|
| Board of Directors |
Executive Directors | Fixed | Basic comp | Median | N/A |
| Variable | Short-term variable comp | Third quartile | Subject to fulfi lling short-term objective and subjective KPI requirements |
||
| Medium-term variable comp | Third quartile | Subject to fulfi lling medium-term objective and subjective KPI requirements |
|||
| Non-Executive Directors |
Fixed | Compensation | Median | N/A | |
| Statutory Audit Board | Fixed | Compensation | Median | N/A | |
| Statutory External Auditor | Fixed | Compensation | Median | N/A | |
| Offi cers of the Shareholders' cers of General Meeting |
Fixed | Compensation | Median | N/A |
Every aspect of the remuneration structure is clear and openly disclosed both within and outside of the company by publishing documents on the Company's website. This communication process helps promote fairness and independence.
The Policy aims to ensure a balance between Sonae MC's interests, market positioning, the expectations and motivation of the members of the governing bodies, and the need to retain talent.
The company's Remuneration and Compensation Policy upholds the principle of not paying compensation to executive directors or the members of the other governing bodies upon the termination of their duties, whether as a result of their term in offi ce ending or early termination for any reason or on any grounds, without prejudice to the Company's obligation to comply with legal provisions in force on such matters.
The Remuneration and Compensation Policy does not include any additional benefi t schemes, namely pension schemes, for the members of the governing bodies, supervisory bodies, or other executive directors.
When applying the Remuneration Policy, the duties performed in companies that are in a parent-subsidiary or group relationship with Sonae MC are taken into account.
To ensure the effectiveness and transparency of the principles of the Remuneration and Compensation Policy, executive directors must not enter into contracts with the Company or with third parties aimed at mitigating the risks inherent to the variability of the remuneration they receive from the Company.
Risk Management is integrated into Sonae MC's entire planning process as a structured and disciplined approach that aligns strategy, processes, People, technologies, and knowledge. Its goal is to identify, assess and manage opportunities and threats that Sonae MC businesses face in the pursuit of their business objectives and value creation.
Management and monitoring of Sonae MC's main risks is achieved through different approaches, including:
The risk management process is supported by a consistent and systematic methodology, based on international standards, including the following:
3. TREATMENT OPTIONS
The risk treatment should be performed by the risk owner, who should::

SALES FINANCE OPERATIONS LEGAL LOGISTICS
1

Risk Management is deeply rooted in Sonae MC's culture and is one of its key Corporate Governance practices. It forms part of all management processes and is the responsibility of all Company Employees throughout the various levels within the organisation.
The main goal of Risk Management is to create value by managing and controlling opportunities and threats that can affect business objectives from a perspective of Sonae MC businesses continuity.. Risk Management, alongside Environmental Management and Social Responsibility, are Company pillars of sustainable development. As it contributes to continued business development by way of greater awareness and more effective management of the risks which they are subjected.
Risk Management is the responsibility of all Sonae MC's managers and Employees and is supported by the Risk Management, Internal Audit, and Strategy, Planning and Control Departments, at all levels of the organization, and through specialized teams, which report directly to their respective Board of Directors.
The Risk Management department's mission is to help companies reach their business objectives via a systematic and structured approach in identifying and managing risks and opportunities.
The Internal Audit department identifi es and evaluates the effectiveness and effi ciency of management and control of business processes and information systems and reports to the Statutory Audit Board.
The Strategic Planning and Management Control department promotes and supports the integration of risk management into the management and planning control processes of the Company's businesses.
Reliability and integrity risks of fi nancial and accounting information are also assessed and reported by the Statutory External Auditor.


The Statutory Audit Board monitors the internal control and risk management systems, supervises its activity plan, receives periodic reports on the work performed, assesses the results and conclusions drawn, and provides guidelines as it deems necessary.
The Statutory External Auditor verifi es the effectiveness and functioning of internal control procedures in accordance with the work plan agreed upon by the Statutory Audit Board, to whom it reports its fi ndings.
The Board of Directors, through the Board Audit and Finance Committee and the Risk Management Consulting Group monitors the Internal Audit and Risk Management activities.

Sonae MC's risk management process, denominated Enterprise Wide Risk Management, follows a top-down logic and is anchored in three steps that guide the process from the initial risk identifi cation, the impact and likelihood evaluation (Risk matrix) and the assignment of a risk owner subsequently responsible for implementing the necessary risk treatment options and its evolution (Risk Registry).
As a result of this Enterprise Wide Risk Management exercise, the following critical risks were identifi ed (higher probability and impact), being underway the implementation of specifi c mitigation actions that envisage its exposition:
For all the risks classifi ed as critical, Sonae MC has assigned a responsible and a representative to defi ne the mitigation action plan as well as the mains risk drivers.
| Class | |
|---|---|
Failure to enforce or enact effective measures to mitigate climate change, protect populations and help businesses impacted by climate change to adapt can affect the Business's image.
The existence of new legislation or changes to the current legislation regarding corporate governance, with an impact on operations and products, particularly in the areas of environment and data protection, health and safety, marketing and competition, may lead to fi nes due to non-compliance, threaten the ability of the company to develop its business and affect its economic profi tability.
The occurrence of a breach in the privacy and / or security of data of employees, suppliers or customers, as well as other commercial information, due to an inadequate level of protection of the information systems and / or employees risk behaviour may subject the company to fi nes, affect its reputation and business continuity.
224|225
RISK DESCRIPTION TREND MITIGATION ACTIONS Cyber-attacks Risks associated with behaviours › Training and awareness measures focused on risks arising from COVID-19 pandemic that led to remote work (e.g. ethical phishing campaigns) Lack of organisational agility and simplicity The existence of highly complex and infl exible organisational structures, due to the size of the company and the business diversity, can affect decision-making in an agile way, with the consequent loss of opportunities. › Reskilling (new roles) › Digitization, automation and Artifi cial Intelligence (AI) › Reinforcement of operational effi ciency and new ways of working › Development of predictive HR churn models › Strategic Workforce Planning implementation, focusing in future trends of work and reskilling › Leadership transformation › Development of collaborative IT tools › Cross organization collaboration to reduce silos › Kaizen/agile methodologies implementation Inability to recruit and retain talent and insuffi cient workforce for main commercial activities Operating in an increasingly competitive labour market, associated with the lack of attractive career plans, mismatched compensation and training programs, may compromise the ability to retain the key human resources of the company with a consequent impact on the execution of the business's objectives and strategy. The insuffi ciency of available candidates may affect the company's capacity to execute its mains activities, leading the › Reinforce Sonae MC's brand as an Employer and the value proposition for the Employee, through a greater emphasis given to internal and external communication and through the promotion talent attraction programs and new work models (on site, hybrid and remote) › Follow up and revision of key indicators on People development › Training and fast development programs implementation for high potential employees › Strategic workforce planning implementation, focusing on future work trends and reskilling › Support international recruitment through diplomatic and governmental contacts › Training pivots closer to business areas, so that training is more aligned with the needs of the areas
interruption of the businesses.
›

The year of 2020 was particularly marked by the COVID-19 Crisis Management through the creation of a Crisis Committee, aiming to guarantee the corporate alignment, the establishment of a risk common language and the acknowledgement and sharing of best practices. From the main implemented activities, we highlight the defi nition of a crisis management model with 4 risk levels and respective contingency plans; the defi nition of common rules among businesses to be regularly evaluated and calibrated based on the risk evaluation evolution; the sharing of initiatives and critical matters.
Still during the year, we pursued the Enterprise Wide Risk Management exercise, driven by the risk management corporate function of the Society, which guaranteed the alignment of methodologies, practices and risk management calendar.
On the year's fi rst quarter, the Society risks were identifi ed, based on the 2020 EWRM exercise, and a new dictionary and new risk taxonomy were elaborated. Still during this period, an inquiry to support the risk evaluation was developed.
During the second quarter, we followed risk evaluation, which is under Sonae MC' Executive Committee responsibility. After the individual completion of the evaluation inquiry, a calibration session was established which resulted on the approval of Sonae MC's risk matrix, on the identifi cation of the critical risks and correspondent owners' nomination.
On the third and fourth quarter, a collective work was developed with each risk "owner", where the mitigation actions were identifi ed and implemented, and the risk indicators monitored. These activities, at Sonae Group level, were supported by an applicational tool, internally developed and based on COSO international standard.
The Risk Management department kept supporting the risk management of the organization main projects, as well as in crisis management and in business continuity plans.

Although the activity in 2020 was signifi cantly affected by this situation, Sonae MC kept the priority of guaranteeing the safety of our Employees and keep offering the essential products and services to our Customers.
New risk Rising risk Risk without changes Decreasing risk

Number of absenteeism hours by the number of workable hours of the total number of direct Employees
Acquisitions capital expenditure ("Acquisitions CAPEX") Integration of companies/businesses acquired in the period, including the assumed fi nancial debt
(Underlying EBITDA less fi xed rents, less maintenance and optimisation CAPEX) as a percentage of (underlying EBITDA less fi xed rents)
Working capital variation from one period to another
Depreciations, amortisations, provisions and impairments
Voluntary contributions to the community (internally and externally), via fi nancial support or in-kind donations. Financial support does not include making food products available at Company social areas to be consumed by the Employees
Profi t before interest, tax, dividends, and share of profi t/loss of joint ventures and associates
EBIT before depreciation and amortisation expenses, provisions and impairments losses, gains/losses on the disposal of subsidiaries and property, plant and equipment, excluding non-recurring items
Investments to open new stores in the period (including associated real estate investments)
Quantity of fi sh caught using methods/type of fi shing gear with reduced potential impact on biodiversity or marine ecosystems or produced in aquaculture, certifi ed according to Continente quality standards, divided by the total purchase value for fresh fi sh
Rental costs from leased real estate assets
Underlying EBITDA, less fi xed rents, less income tax expense and net capital expenditure, less change in working capital, plus other items (non-recurring items, the share of profi t or loss of joint ventures and associates, noncontrolling interests and dividends received during the year)
Stores sales area ownership in the percentage of total stores sales area (end of period fi gures)
Ghe amount of fresh produce acquired from local suppliers divided by the total purchase value for fresh produce
Greenhouse gas emissions (GHG) of scope 1 and scope 2, per Sonae MC sales area (Company operated stores)
Greenhouse Gas emissions
Goodwill, investments in joint ventures and associates and other non-current investments
GRI Global Reporting Initiative
Maintenance capex, plus optimisation capex, plus expansion capex, plus acquisitions capex
Global Warming Potential
Namely Continente and Continente Online banners
Sales from Company operated stores that operated under similar conditions in comparable months, both in the current period and the prior comparable period. Excludes stores opened, closed, or those which underwent signifi cant remodelling in one of the periods.
Investments to maintain and refurbish existing stores, and investments in areas such as IT, warehousing, logistics and e-commerce
MWh Megawatt hour
Net capital expenditure ("Net CAPEX") Gross capex less sale-and-leaseback divestments
Loans, bonds and other loans, leases and derivatives less cash and bank balances and other current investments
Net fi xed assets Property, plant and equipment and intangible assets
Net invested capital Net fi nancial debt plus Shareholder funds
Namely Meu Super, Well's, Go Natural, Bagga, Note!, Zu, and Maxmat banners. From 2019, it includes Arenal and Dr. Well's banners. It also includes the real estate component that owns the assets and rents them out to third parties
Net capital gains/losses on the sale & leaseback transactions of real estate assets
Investments to signifi cantly change stores or optimise customer experience This type of investment goes beyond a typical store refurbishment.
Quantity of recycled plastic divided by the total quantity of virgin plastic mapped out
Sale-and-leaseback divestments
Net book value of retail properties sold in sale-and-leaseback transactions
Direct GHG emissions from sources that are owned or controlled by the Company
Indirect GHG emissions from electricity acquired by the Company
Other indirect emissions, includes all other indirect emissions generated from business activities which occur at sources that are not owned or not controlled by the Company
Sustainable Development Goals
Number of lost days per thousand hours x number of hours worked
Number of occupational accidents with sick leave per million hours x number of hours worked with sick
Equity attributable to owners of the Company and non-controlling interests
The total quantity of electricity consumed at Sonae MC per sales area (Company operated stores)
Square metres
Mainly Continente Modelo and Continente Bom Dia banners
Net fi nancial debt plus lease liabilities
Total revenue from sales and services rendered
Underlying EBIT as a percentage of the turnover
Underlying EBIT EBIT excluding non-recurring items
Underlying EBITDA as a percentage of the turnover
EBITDA excluding non-recurring items
Inventories, trade creditors and trade debtors and other current assets and current liabilities (excluding loans obtained from non-controlling interests, items included in the computation of net debt and Shareholder attributed dividends)
SONAE MC CONCEPTION AND GRAFIC DESIGN GBNT PHOTOGRAPHY NVSTUDIO
In its Integrated Annual Report, Sonae MC sought to compile in a single document fi nancial and non-fi nancial disclosures, thus offering its stakeholders a holistic overview of the Company and its capacity to create value. The Report was prepared in accordance with the International Integrated Reporting Council (IIRC) principles and structure.
Sonae MC, SGPS, SA (hereinafter designated Sonae MC), is part of the Sonae Group. The Company aggregates the food-based retail activity of the group along with the management and operation of its respective real estate assets.
Sonae MC operates throughout Portuguese territory and northern Spain. The Company is present across various sectors via a diversifi ed portfolio of banners and formats which include: Continente (urban hypermarkets), Continente Modelo (large supermarkets), Continente Bom Dia (proximity supermarkets), Continente Online (e-commerce) and Meu Super (franchise proximity stores) on the food-based retail side of the business and Well's (health, well-being, cosmetics and eye-care) and Arenal (para-pharmacy and perfumery), Dr. Wells (dental and aesthetic medicine), Go Natural (organic supermarkets and restaurants), Bagga (coffee shops), Note! (stationary, books and gifts), ZU (pet care and veterinary services), Maxmat (DIY retail), Washy (self-service laundries), and Home Story (home furnishings and accessories) on the complementary growth side of the business.
This Report refers to activities carried out during the 2020 fi nancial year (1 January to 31 December 2020).
The consolidated and individual fi nancial statements included in this report, required by law, were prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union.

The disclosure of information within the sustainability scope was prepared in accordance with the guidelines contained in the Global Reporting Initiative (GRI standards), under the "Core" option. The aim is to report, in a transparent manner, the Company's performance throughout the year across three priority action pillars focusing on material aspects.
This report also highlights the Company's performance in terms of the Principles of the United Nations Global Compact (UNGC) and the United Nations Sustainable Development Goals (SDGs).
Notwithstanding, it is important to highlight that the Company is exempted from the obligation to present an individual or consolidated non-fi nancial statement. This information is included in the consolidated report and sustainability report presented by its parent Company Sonae, SGPS, SA.
The fi nancial statement included in this report is part of the Financial Statements approved by the Executive Committee under the legal terms, and audited by PwC, that has developed an independent report and issued a Statutory External Audit report. Both documents can be analyzed in the Financial Statements section, within this report.
The information regarding sustainability was based on the information gathered on the chapter "5.3 Environmental and Social Performance", from the Annual Report of Sonae SGPS, S.A. and the respective Appendix "GRI Supplement".
On this scope, the information included on the Annual Report of Sonae SGPS, S.A., was externally verifi ed by KPMG.
For any additional information, please contact:
Address SONAE MC, SGPS, S.A., Rua João Mendonça, 529, 4464-501 Senhora da Hora, Matosinhos, Portugal
Telephone number (+351) 229 561 600
Public Relations [email protected]

www.sonaemc.com
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