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Sonae SGPS

Business and Financial Review Aug 28, 2015

1901_ir_2015-08-28_cb3995a4-7922-4038-ba6b-30d83d517b07.pdf

Business and Financial Review

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REPORT AND ACCOUNTS

Report of the Board of Directors

PART V – LIMITED REVIEW REPORT

PART I REPORT OF THE BOARD OF DIRECTORS

"The results achieved during the first half of the year witness our commitment and effort on implementing the defined strategy. It is of particular relevance the achievement of positive Net Results and the sale of diverse Finance and Real Estate assets, amounting to 32.5M€, allowing for a significant Net Debt reduction (33.9M€).

Improving each Business unit competitive position has been and will continue to be one of our core goals and the team's main effort during 2015. In fact, second quarter 2015 results continue showing significant improvements across major key financial indicators: total Operational Income grew 14% and EBITDA improved 5.46M€, generating a margin of 20.0%, having reached a positive Net Result of 3.53M€, a growth of 5.5M€ compared to the same period of last year.

Net Debt, following the implementation of the defined strategy, reached 200.6M€, registering another quarterly decrease of 27.9M€ or 53.41M€ when compared to June 2014."

Cláudia Azevedo, CEO

SECOND QUARTER 2015 PERFORMANCE CONTINUES SHOWING SIGNIFICANT PROGRESSES BOTH AT THE CONSOLIDATED AND EACH BUSINESS UNIT LEVEL, ACHIEVING POSITIVE NET RESULTS AND ANOTHER SHARP DECREASE AT THE

  • …Consolidated OPERATIONAL INCOME GREW 14.2% based on: The Resorts segment growth of 23.2% driven by the increased number of deeds when compared to 2Q14. During the 2Q15 were signed 8 deeds regarding real estate residential units in troiaresort (compared to 6 registered in 2Q14), to which it should be added a stock of 12 promissory
  • purchase and reserve agreements; The growth of 11.6% registered by the Fitness segment, driven by an enlarged number of active members, consolidating the positive trend seen
  • in previous quarters; Hospitality, aligned with market indicators, registered a growth of 9.3%; and
  • Particularly relevant during the 2Q15, the sale of non-core real estate assets ("Duque de Loulé" - Lisbon), that has generated a capital gain of, approximately, 6.0M€ registered in Other Operational Income.

Consolidated EBITDA amounted to 9.59M€, an improvement of 5.46M€ compared

  • It should be highlighted the above-mentioned capital gain on the sale of
  • non-core real estate assets; Hospitality and Fitness segments, driven by Top Line performance,
  • improved 25.2% and 1.5%, respectively; The Energy segment maintained a flat evolution vs LY but considering the recognition of contractual penalties, charged to suppliers, during the 2Q14,
  • reported a decrease of 16.0%; Refrigeration & HVAC has also presented a drop compared to LY but performance vis a vis previous quarter and in cumulative terms witness the
  • positive progresses that has been being implemented; The Resorts segment, notwithstanding the larger number of deeds
  • compared to LY, has kept the same level of EBITDA; Excluding the Provision related to the estimated present value of the potential costs for the full period of the guaranteed income in real estate sales at troiaresort, Consolidated EBITDA reached 9.95M€ growing 5.4M€ or 117% compared to 2Q14.

Consolidated 2Q15 NET RESULTS amounted to positive 3.53M€, representing an improvement of 5.5M€ compared to 2Q14. It should also be highlighted, driven by the positive Net Debt trend and the constant financing cost optimization, the 0.85M€ reduction registered at the Net Financial expenses

... 2Q15 RESULTS SOLIDIFY THE POSITIVE SEMESTER FINANCIAL AND OPERATIONAL PERFORMANCE, ACHIEVING POSITIVE NET RESULTS AND A

Consolidated OPERATIONAL INCOME GREW 15.1% with the majority of the segments presenting positive performances compared to last year.

Consolidated EBITDA amounted to 12.06M€, 3.0x the level achieved in the 1H14. It should be highlighted the contribution from the sale of non-core real estate assets and the Refrigeration & HVAC performance that has presented a

1H15 Net Results reached positive, 0.86M€, an important achievement in Sonae Capital recent history. Net Results grew 8.05M€ compared to 1H14, driven by the EBITDA performance and importantly, with a significant contribution from Net Financial costs reduction in light of the reduced both debt levels and

Free Cash Flow (levered) amounted to 31.9M€, representing an improvement of 40.24M€ compared to LY, benefiting from the improved Business Units operational contribution and, primarily, from the sale of 32.6M€ of non-core

Net Debt registered another significant drop of 33.9M€ compared to YE2014, to 200.6M€, the lowest level since the spin-off.

  1. OVERALL PERFORMANCE The financial and operational performance during the first semester of 2015 was, in general, positive. Besides the improved Business Units competitive position, the sale of non-core assets produced a significant positive impact at the Net Debt level that has reduced by 33.9M€ when compared to YE2014. It should also be highlighted the achievement of positive Net Results both in the 2Q15 (3.53M€) and 1H2015 (0.86M€).
2.1. CONSOLIDATED PROFIT & LOSS STATEMENT

Consolidated Total Operational Income reached 90.78M€, with an increase of 15.1% over the same period of last year, with the majority of the segments presenting favourable evolutions. Regarding Business units Top Line performance, it should be highlighted the following: (i) Energy, +41.1% due to the contribution of the operations acquired during 1Q14, the full operation of the photovoltaic plant of Martim Longo and high heat energy consumption in main industrial operators; (ii) Hospitality, +12.9% due to the occupancy rates growth and the contribution of the Hotel "The Artist" opened in April 2014; (iii) Fitness, +7.9% due to continuous growth in the number of active members; and (iv) Refrigeration & HVAC, +2.7% due to growing activity levels and despite the focus on specific business lines; according to the restructuring plan being implemented it was decided to abandon some business lines where we conclude we don´t own the adequate competitive advantages. On the negative side, it was registered a decrease in Resorts Top Line due to a lower number of deeds (1Q14 registered a very large number of deeds due to sales realized at the end of 2013).

There were no significant changes in 2Q15 when compared to the semester, with Total Operational Income increasing 14.2% over the same period of last year.

Consolidated EBITDA in 1H15 reached 12.06M€, registering an increase of 3.0x or 8.08M€ compared to the same period of last year. Main business contribution to Consolidated EBITDA comes from Energy segment, with an improvement of 1.30M€ to 5.70M€. Refrigeration & HVAC also revealed an improvement of 0.66M€, driven by the first results of the internal restructuring process started in 2014 and still on-going. Hospitality improved 1H15's EBITDA in 7.9%, based on improved operational KPIs, but, nevertheless, maintaining a negative value of 3.18M€. The Resorts segment, despite the lower Top Line, improved EBITDA by 24.5% to 1.28M€, as a consequence of a better sales mix and the need for a lower level of provisions for the Guaranteed Income.

It is of particular relevance on the results of the second quarter, the divestment of real estate assets, mainly of "Duque de Loulé" asset for 10M€, that originated a capital gain in consolidated results of approximately 6.0M€.

1H15 Net Results improved 8.05M€, reaching positive levels of 0.86M€ (3.53M€ in 2Q15), due to operational performance improvement across all business units and the capital gain on the above-mentioned real estate sale. Among the contributions to the Net Results it should be highlighted: (i) besides the already noted growth at the EBITDA level (+8.08M€); (ii) the higher costs with Depreciation and Amortization, due to the operations acquired during the 1Q14; (iii) the decrease in Net Financial Expenses of 1.51M€, driven by lower levels of Net Debt and lower financing costs; (iv) decrease of 39.1% related to Results from Associated Companies / Investment Income, mainly explained by lower contributions from Energy operations acquired during the 1Q14 where the Group does not own the majority shareholding; and (v) Non-recurrent costs/gains amounted to 0.36M€, which in 2Q15 includes costs related to legal actions from previous years (0.39M€).

2.2. CAPEX Capex in 1H15 amounted to 6.7M€, registering a growth of 2.9M€ compared to 1H2014. The main Capex contributors were registered at the Real Estate Assets, namely the expansion and refurbishment of Aqualuz Lagos ApartHotel. The Energy segment has also accounted for a significant share of this investment and is related to repowering plants' investments in order to increase their profitability.

2.3. CAPITAL STRUCTURE

At the end of the semester, Net Debt amounted to 200.6M€, 33.9M€ below the level registered at the end of 2014 and, as in previous reporting seasons, the lowest level since the group's spin-off in 2007. This result was driven by the consolidated FCF performance that also includes the sale of an additional Imosede stake amounting to 22.6M€ in the semester, and the end of some Derivatives operations. It should also be highlighted that, when compared to the same period of last year, Net Debt presents a reduction of 53.4M€.

Consolidated Balance Sheet
Million euro
Jun 2015 Dec 2014 Jun15/Dec14
Total Assets 6149 636.0 $-3.3%$
Tangible and Intangible Assets 2411 248.7 $-31%$
Goodwill 610 61.0 +0.0%
Non-Current Investments 35.7 548 34.9%
Other Non-Current Assets 45.4 444 $+2.3%$
Stocks 153.6 1576 -2.5%
Trade Debtors and Other Current Assets 53.5 60.2 $-112%$
Cash and Cash Equivalents 24.6 93 >100%
Total Equity 308.9 3073 +0.5%
Total Equity attributable to Equity Holders of Sonae Capital 299.7 298.0 $+0.6%$
Total Equity attributable to Non-Controlling Interests 9.2 9.4 20%
Total Liabilities 306.0 328.7 $-6.9%$
Non-Current Liabilities 1452 217.4 -33 2%
Non-Current Borrowings 1283 199.6 357%
Deferred Tax Liabilities 10.9 11.7 70%
Other Non-Current Liabilities 60 6.2 29%
Current Liabilities 160.8 111.2 $+44.6%$
Current Borrowings 96.9 44.2 >100%
Trade Creditors and Other Current Liabilities 63.9 67.0 -4.6%
Total Equity and Liabilities 614.9 636.0 $-3.3%$
Net Capital Employed 509.5 5418 $-6.0%$
Fixed Assets 3021 3097 2.5%
Non-Current Investments (net) 642 813 210%
Working Capital 1432 1508 $-50%$
Capex (6M period) 67 3.8 $+75.2%$
% Fixed Assets 2.2% 12%
Net Debt 2006 2345 $-14.4%$
% Net Capital Employed 394% 43.3%
Debt to Equity 64.9% 763%
Net Debt excluding Energy 178.6 211.3 $-15.5%$

Net Capital Employed reduced 6.0% compared to YE 2014, to 509.5M€. This result was driven by a 17.1M reduction in Non-Current Investments (net), a reduction in Working Capital of 7.6M€ and also, a reduction in Net Fixed Assets of 7.6M€.

3. SEGMENTS PERFORMANCE 3.1. RESORTS

Profit and Loss Account
Million euro
Resorts 2Q 2015 2Q 2014 $\triangle$ 15/14 1H 2015 1H 2014 $\triangle$ 15/14
Total Operational Income 7.65 6.23 $+22.8%$ 14.97 19.10 -21.6%
Turnover 7.27 5.90 $+23.2%$ 13.71 18.48 -25.8%
Other Operational Income 0.38 0.33 $+14.6%$ 1.26 0.62 >100%
Total Operational Costs $-6.75$ $-5.28$ -27.8% $-13.02$ -15.98 $+18.5%$
Cost of Goods Sold
Change in Stocks of Finished Goods
External Supplies and Services
Staff Costs
Other Operational Expenses
134
$-116$
$-2.95$
$-0.93$
$-0.37$
$-0.23$
$-170$
$-2.04$
$-0.78$
$-0.54$
< 100%
$+31.7%$
44.7%
-19.3%
+30.8%
229
$-2.79$
$-5.37$
178
0.79
$-0.28$
$-766$
$-5.55$
$-1.59$
$-0.90$
< 100%
$+63.5%$
$+3.2%$
-11.6%
$+12.2%$
EBITDA excluding Guaranteed Income Provisions * 0.88 0.95 -7.6% 192 3.12 -38.3%
Provisions for Guaranteed Income $-0.37$ $-0.44$ $+17.3%$ $-0.65$ $-2.09$ $+69.1%$
EBITDA 0.52 0.51 $+0.7%$ 1.28 1.03 $+24.5%$
Capex
EBITDA Capex
0.45
0.07
0.53
$-0.02$
$-16.1%$ 0.56
0.72
0.85
0.18
-33.9%
>100%

During 2Q15 8 deeds were signed regarding residential units in troiaresort (an improvement when compared to the 6 deeds registered in 2Q14), with a total of 17 deeds signed in the semester. Furthermore, it should be added a stock of 12 promissory purchase and reserve agreements (with advance payment). As of 30th of June 2015, a total of 336 deeds had been celebrated on residential units in

Mainly driven by the number of deeds registered in the semester, Top Line stood at 13.71M€, showing a decrease of 25.8% when compared to 1H14. However, benefiting from the positive sales mix and the general improvement of the operations that support the Resort, EBITDA registered 1.28M€ in the 1H15, 24.5% above the level

registered in the same period of last year. For prudence reasons and following the traditional conservative approach that should govern the accounting principles, it is accounted as Provisions, at the time of the sale, the present value of potential costs for the entire period of the guaranteed income from troiaresort real estate sales (the difference between the guaranteed rate of return and a conservative expectation on commercial operation). Driven by the sales registered in the 1H15 and the favourable sales mix, that value amounted to 0.65M€, a decrease of 69.1% when compared to the same period of last year.

CAPEX stood at controllable levels, below 1H2014 and consequently contributing to the improvement of EBITDA–CAPEX of 0.54M€.

3.2. FITNESS Fitness activity continues to show improvements on its competitive position, certified by the 10% growth in the number of active members.

In this regard, as mentioned in previous announcements, it should be noted a new club opening in 2Q15, in Alfragide (Oeiras). Presently the Solinca fitness club chain manages 13 clubs.

1H15 Top Line increased 7.9%, to 7.45M€, as a result of the above-mentioned growth in the number of active members, penalised by the lower market average monthly fees. Notwithstanding the increase in Top Line, EBITDA totalled 0.85M€, 8.3% below the levels registered in the same period last year, due to the natural cost increase related to new club openings. However, in 2Q15 same levels of EBITDA were registered when compared to 2Q14.

Profit and Loss Account
Million euro
Fitness 2Q 2015 2Q 2014 $\triangle$ 15/14 1H 2015 1H 2014 $\triangle$ 15/14
Total Operational Income 4.00 3.63 $+10.3%$ 7.59 7.04 +7.8%
Turnover 3.94 3.53 $+11.6%$ 7.45 6.90 $+7.9%$
Other Operational Income 0.06 0.09 -411% 0.15 014 $+3.5%$
Total Operational Costs -3.38 $-3.02$ $-12.0%$ $-6.74$ $-611$ $-10.2%$
Cost of Goods Sold
External Supplies and Services
Staff Costs
Other Operational Expenses
$-0.03$
-203
$-103$
$-0.29$
$-0.04$
$-186$
$-0.97$
$-0.15$
$+28.7%$
$-9.0%$
$-6.4%$
961%
0.06
$-420$
$-2.09$
$-0.38$
$-0.07$
-394
$-1.88$
$-0.23$
+15.0%
-6.7%
11.4%
70.9%
EBITDA 0.62 0.61 $+1.5%$ 0.85 0.93 -8.3%
Capex
EBITDA Capex
0.03
0.59
0.44
0.17
$-93.4%$
$>100\%$
0.21
0.64
0.50
0.43
-57.7%
$-49.2%$

CAPEX amounted 0.21M€, 57.7% below the level registered in 1H14, contributing to an improvement of EBITDA–CAPEX of 49.2% when compared to the same period of last year.

3.3. HOSPITALITY

During 1H15 Top Line in Hospitality registered an improvement of 12.9% to 6.32M€, when compared with 1H14. This performance resulted mainly from the 4pp occupancy rate growth. In the same period, the number of room nights sold rose 13% in the total Group's hotel properties and RevPar revealed an improvement of

Due to the increased Top Line and the optimization and rationalization cost measures implemented over the past years, 1H15 EBITDA improved when compared to last year by 7.9%.

Excluding rents, it should be highlighted that the Hospitality segment EBITDAR was negative in 0.34M€, with an improvement of 0.35M€ when compared to 1H14. Pointing out the seasonality of the Top Line, the first and fourth quarters usually register negative EBITDARs, which are more than compensated by second and mainly third quarters' positive activity performance. In fact, 2Q15 EBITDAR registered 0.68M€, showing an improvement of 81% when compared with 2Q14.

Hospitality CAPEX levels continued to be kept under tight control, despite the increase of 19.3% when compared to 1H14. Though, resulting from positive operational performance, EBITDA–CAPEX showed in 1H15 an improvement of 5.4% compared with the same period of last year.

3.4. ENERGY

Energy segment Top Line ascended, in 1H15, to 28.59M€, registering an increase of 41.1%, including the contribution of the new cogeneration operations acquired at the end of 1Q14 (excluding those acquisitions, Top Line would have increased 18.4%). 1H15 EBITDA has also showed a significant increase of 29.6% to 5.70M€, with an EBITDA margin of 20.0%, resulting from the increase in heat sales due to industrial clients larger activity. Excluding the contribution of the new operations acquired in 1Q14, EBITDA levels would have increased by 26.1% when compared to the same period of last year.

It should be noted that the EBITDA decrease registered in 2Q15 was entirely motivated by penalties charged to suppliers during 2Q14. Excluding those penalties, on a comparable basis, EBITDA would have maintained the same levels as 2Q14.

CAPEX registered 1.27M€, 36.5% above that registered last year, mainly due to repowering operations in progress. However, the increase of investment was more than compensated by EBITDA levels, as EBITDA-Capex registered 4.43M€, 27.8% above last year.

3.5. REFRIGERATION & HVAC 1H15 Refrigeration & HVAC Top Line registered 26.19M€, an increase of 2.7% when compared to the same period of last year. Backlog at the end of the period amounted to, approximately 49M€, the double of that registered at the end of 2014, leveraging on businesses outside Portugal, consubstantiating the internationalization process in progress.

International Top Line (consolidating exports from Portugal and direct sales abroad) represented 30.0% of the 1H15 Consolidated Top Line, 4.3pp above the level registered in 2014.

Under the continuous implementation of measures leading to a more balanced and flexible business cost structure adjusted to the new benchmark, and as a result of the restructuring process started in 2014 and still on-going, first results can be seen. EBITDA ascended to 0.85M€, showing an improvement of 0.66M€ when compared

Profit and Loss Account
Million euro
Refrigeration & HVAC 2Q 2015 2Q 2014 $\triangle$ 15/14 1H 2015 1H 2014 $\triangle$ 15/14
Total Operational Income 12 35 14.16 $-12.8%$ 26.55 25.73 $+3.2%$
Turnover 12.34 14.07 $-12.3%$ 26 19 25.49 $+2.7%$
Other Operational Income 0.01 0.09 -86.3% 0.36 0.24 $+52.1%$
Total Operational Costs $-1192$ 13.59 +12.3% $-25,70$ 25.54 $-0.6%$
Cost of Goods Sold
Change in Stocks of Finished Goods
External Supplies and Services
Staff Costs
Other Operational Expenses/Income
$-5.61$
115
-378
$-374$
0.06
$-4.26$
$-0.32$
-5.36
$-3.57$
0.08
-31.6%
$+29.5%$
-4.7%
$\blacksquare$
$-9.51$
0.69
$-9.25$
743
$-0.20$
765
$-0.64$
$-9.38$
737
$-0.51$
24.2%
$+14%$
$-0.9%$
+60.8%
EBITDA 0.43 0.57 $-24.0%$ 0.85 0.19 >100%
Capex
EBITDA Capex
0.03
0.40
0.06
0.51
-44.4%
$-21.6%$
0.12
0.72
0.14
0.05
$-12.5%$
>100%

Domestic operation EBITDA was of 0.6M€ in 1H15, showing an increase of 0.24M€, when compared to last year.

CAPEX remained at low levels, and majority of EBITDA-CAPEX increase resulted from the EBITDA positive performance.

3.6. OTHER ASSETS Sonae Capital Group owns a set of non-strategic assets and thus available for sale, including Real Estate assets and Financial Shareholdings.

During the second quarter, an additional stake of the Imosede Fund was sold for 20.1M€, totalling 22.6M€ in the 1H15.

Also, important steps were taken to implement the defined strategy, namely, the approval by the Council of Ministers and subsequent promulgation by the President of the Republic of the new concession agreement of Norscut, an important step on the process to fulfil our achievement of selling non-strategic assets. To comply with all legal formalities, it is only pending the Court of Auditors approval.

Following the defined strategy, during 2Q15 it was also sold the "Duque de Loulé" real estate asset, for a value of 10M€, generating a capital gain in Sonae Capital Group consolidated results of, approximately, 6.0M€.

As of 30 of June, Capital Employed in this set of assets (real estate) amounted to

4.1. CORPORATE INFORMATION - 2Q15 There was no corporate information to register.

4.2. SUBSEQUENT CORPORATE EVENTS There were no subsequent corporate events to register.

  1. METHODOLOGICAL NOTES The consolidated financial statements presented in this report are subject to limited review and have been prepared in accordance with International Financial Reporting Standards ("IAS/IFRS"), issued by International Accounting Standards Board ("IASB"), as adopted by European Union.

With the aim of continuing improve the quality and transparency of the information provided, not only at the Consolidated level, but also, at the Business Unit level, from the 1Q15 onwards Sonae Capital reports Business Units' financial information on a consolidated basis and not as a contribution to the Sonae Capital Consolidated accounts as practice until last reporting season. At the EBITDA level there are no differences to the reported figures, both at the Consolidated and Business Unit level. The only change is reflected at the Business Units' Top Line (not affecting the reported Consolidated figures). To assure comparable information, we are disclosing in appendix a table with the 2014 quarterly information reflecting this new criteria.

The present document is a translation from the Portuguese original version.

  • GLOSSARY HVAC = Heating, Ventilation and Air Conditioning
  • Operational Cash Flow = EBITDA Capex
  • EBITDA = Operational Profit (EBIT) + Amortization and Depreciation + Provisions and Impairment Losses + Impairment Losses of Real Estate Assets in Stocks (included in Costs of Goods Sold) – Reversal of Impairment Losses and
  • Provisions (including in Other Operation Income) EBITDA excluding Guaranteed Income Provisions = EBITDA + Provisions related to the estimated present value of potential costs for the full period of the
  • Guaranteed Income from real estate sales at troiaresort EBITDAR = EBITDA + Rents for buildings
  • Net Debt = Non-Current Loans + Current Loans Cash and Cash Equivalents –
  • Current Investments Capex = Investment in Tangible and Intangible Assets
  • Gearing: Debt to Equity = Net Debt / Equity
APPENDIX
Net Debt 245.63 254.00 238.00 234.46 228.53 200.59
Delta Net debt $-0.39$ 8.37 -16.00 $-3.54$ $-5.93$ $-27.94$
Net Debt/Ebitda* 30.94x 23.90x 20.05x 1983x 15.81x 10.08x

PART II APPENDIX TO THE REPORT OF THE BOARD OF DIRECTORS

REPORT AND ACCOUNTS – JUNE 2015 Appendix to the Report of the Board of Directors

STATEMENT

Under the terms of Article 246, paragraph 1, c) of the Portuguese Securities Code

The signatories individually declare that, to their knowledge, the Report of the Board of Directors, the Consolidated and Individual Financial Statements and other accounting documents required by law or regulation were prepared in accordance with applicable International Financial Reporting Standards, and give a true and fair view, in all material respects, of the assets and liabilities, financial position and the consolidated and individual results of Sonae Capital, SGPS, SA, and of the companies included in the consolidation perimeter, and that the Report of the Board of Directors faithfully describes major events that occurred during the first half of 2015 and their impacts, if any, in the business performance and financial position of Sonae Capital, SGPS, SA and of the companies included in the consolidation perimeter, and contains an appropriate description of the major risks and uncertainties that they face.

Maia, 30 July 2015

Duarte Paulo Teixeira de Azevedo

Ivone Pinho Teixeira

Maria Cláudia Teixeira de Azevedo

Francisco de La Fuente Sánchez

Álvaro Carmona e Costa Portela

Paulo José Jubilado Soares de Pinho

REPORT AND ACCOUNTS – JUNE 2015 Appendix to the Report of the Board of Directors

GOVERNING BODIES (Article 447 of the Portuguese Companies Act and nr. 7 of Article 14 of CMVM's

Disclosure of shares and other securities held by Members of the Board of Directors and Fiscal Board and of transactions during first half 2015 involving shares and other

Balance as at
30.06.2015
Purchases Sales
Belmiro Mendes de Azevedo Date Quantity Av. Price € Quantity Av. Price € Quantity
Efanor Investimentos, SGPS, SA (1)
(includes 1 share owned by the spouse)
Sonae Capital, SGPS, SA (a)
49,999,997
838,862
Maria Cláudia Teixeira de Azevedo
Efanor Investimentos, SGPS, SA (1)
Linhacom, SGPS, SA (2)
1
99,996
Álvaro Carmona e Costa Portela
Sonae Capital, SGPS, SA
Sonae Capital/2014-2019 Bonds
24,942
1
Paulo José Jubilado Soares de Pinho
Sonae Capital, SGPS, SA (b)
20,775
Purchases Balance as at
30.06.2015
Date Quantity Av. Price € Quantity Sales
Av. Price €
Quantity
(1) Efanor Investimentos, SGPS, SA
Sonae Capital, SGPS, SA
Pareuro, BV (3)
88,859,200
5,583,100
(2) Linhacom, SGPS, SA
Sonae Capital, SGPS, SA
Imparfin, SGPS, SA (4)
43,912
150,000
(3) Pareuro, BV
Sonae Capital, SGPS, SA
66,600,000
(4) Imparfin, SGPS, SA
Sonae Capital, SGPS, SA
513,160

(a) Includes 1,862 shares owned by the spouse.

(b) Includes 8,125 shares owned by Change Partners, SCR, SA, company where Paulo José Jubilado Soares de Pinho is member of

APPENDIX REQUIRED BY ARTICLE 448 OF

Number of shares held by shareholders owning more than 10%, 33% or 50% of the company's share capital:

Number of shares as at 30.06.2015

Efanor Investimentos, SGPS, SA (1) Sonae Capital, SGPS, SA 88,859,200

Pareuro, BV Sonae Capital, SGPS, SA 66,600,000

(1) Belmiro Mendes de Azevedo is, under the terms of paragraph b number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, as he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely

REPORT AND ACCOUNTS – JUNE 2015 Appendix to the Report of the Board of Directors

As required by number 1, c) of Article 9 of CMVM Regulation Nr. 5/2008, the following shareholders held more than 2% of the company's share capital as at 30

Shareholder Nr. of Shares % of Share
Capital
% of Voting
Rights
Efanor Investimentos, SGPS, S.A. (1)
Directly Owned 88,859,200 35.544% 36.401%
Through Pareuro, BV (controlled by Efanor)
Through Belmiro Mendes de Azevedo (Chairman of the Board of Directors of
66,600,000
837,000
26.640%
0.335%
27.282%
0.343%
Efanor)
Through Maria Margarida Carvalhais Teixeira de Azevedo (Member of the Board
1,862 0.001% 0.001%
of Directors of Efanor)
Through Linhacom, SGPS, S.A. (controlled by the Member of the Board of
43,912 0.018% 0.018%
Directors of Efanor Maria Cláudia Teixeira de Azevedo)
Through Migracom, SGPS, S.A. (controlled by the Member of the Board of
161,250 0.065% 0.066%
Directors of Efanor Duarte Paulo Teixeira de Azevedo)
Through descendents of Duarte Paulo Teixeira de Azevedo (Member of the
411 0.000% 0.000%
Board of Directors of Efanor)
Total attributable
156,503,635 62.601% 64.111%
Santander Asset Management - Sociedade Gestora de Fundos de
Investimento Mobiliários, SA
Through Santander Acções Portugal Fund (managed by Santander Asset
Management)
5,214,974 2.086% 2.136%
Through Santander PPA Fund (managed by Santander Asset Management) 484,869 0.194% 0.199%
Total attributable 5,699,843 2.280% 2.335%
Blueshore Global Equity Fund 5,000,000 2.000% 2.048%
Total attributable 5,000,000 2.000% 2.048%

(1) Belmiro Mendes d e Azevedo is, under the terms of paragraph b ) number 1 of Article 20 and number 1 of Article 21 of the Portuguese Securities Code, the ultimate beneficial owner, a s he holds around 99% of the share capital and voting rights of Efanor Investimentos SGPS, SA, which entirely controls Pareuro BV.

PART III CONSOLIDATED FINANCIAL STATEMENTS

SONAE CAPITAL, SGPS, SA

CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2015 AND 31 DECEMBER 2014

(Amounts expressed in euro)

ASSETS Notes 30.06.2015 31.12.2014
NON-CURRENT ASSETS:
Tangible assets 7 233,559,821 240,710,716
Intangible assets 7 7,540,654 8,024,620
Goodwill 8 60,990,244 60,990,244
Investments in associated companies and joint ventures 5 23,741,516 20,730,694
Other investments 6 and 9 11,944,614 34,081,492
Deferred tax assets 13 23,795,220 23,718,439
Other non-current assets 10 21,613,813 20,653,819
Total non-current assets 383,185,882 408,910,024
CURRENT ASSETS:
Stocks 11 153,619,699 157,562,294
Trade account receivables and other current assets 12 53,478,402 60,191,897
Cash and cash equivalents
Total Current Assets
14 24,604,062
231,702,163
9,327,550
227,081,741
TOTAL ASSETS 614,888,045 635,991,765
EQUITY AND LIABILITIES
EQUITY:
Share capital 15 250,000,000 250,000,000
Own Shares 15 (1,413,866) (1,486,301)
Reserves and retained earnings
Profit/(Loss) for the year attributable to the equity holders of
50,913,981 56,279,740
Sonae Capital 196,406 (6,832,009)
Equity attributable to the equity holders of Sonae Capital 299,696,521 297,961,430
Equity attributable to non-controlling interests
TOTAL EQUITY
16 9,185,084
308,881,605
9,375,864
307,337,294
LIABILITIES:
NON-CURRENT LIABILITIES:
Loans 17 128,342,745 199,570,233
Other non-current liabilities 19 2,894,132 3,073,863
Deferred tax liabilities 13 10,894,574 11,709,284
Provisions 22 3,079,824 3,079,824
Total Non-Current Liabilities 145,211,275 217,433,204
CURRENT LIABILITIES:
Loans 17 96,851,834 44,218,573
Trade creditors and other current liabilities 21 58,966,226 61,360,493
Provisions
Total Current Liabilities
22 4,977,105
160,795,165
5,642,201
111,221,267
TOTAL LIABILITIES 306,006,440 328,654,471
TOTAL EQUITY AND LIABILITIES 614,888,045 635,991,765

SONAE CAPITAL, SGPS, SA

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2015 AND 2014

(Amounts expressed in euro)

Sales
38,703,892
39,743,873
Services rendered
39,234,528
37,834,194
Other operating income
23
14,173,799
2,947,408
Cost of sales
(30,276,335)
(24,149,974)
Changes in stocks of finished goods and work in progress
(2,376,649)
(8,756,434)
External supplies and services
(24,315,064)
(23,980,322)
Staff costs
(17,932,278)
(16,784,781)
Depreciation and amortisation
(7,834,292)
(7,051,409)
Provisions and impairment losses (Increases/Decreases)
(637,442)
(1,193,954)
Other operating expenses
(4,305,888)
(2,058,615)
Operational profit/(loss)
4,434,271
(3,450,014)
Financial Expenses
(5,484,257)
(6,841,853)
Financial Income
882,464
733,393
Profit/(Loss) in associated and jointly controlled companies
5
2,095,576
2,886,867
Investment income
(100,612)
389,368
Profit/(Loss) before taxation
1,827,442
(6,282,239)
Taxation
25
(971,009)
(903,653)
Profit/(Loss) for the year
26
856,433
(7,185,892)
Attributable to:
Equity holders of Sonae Capital
196,406
(7,361,621)
Non-controlling interests
16
660,027
175,729
Profit/(Loss) per share
Basic
28
0.000797
(0.029902)
Diluted
28
0.000797
(0.029902)
Notes 30.06.2015 30.06.2014

SONAE CAPITAL, SGPS, SA

FOR THE 2nd QUARTERS OF 2015 AND 2014

(Amounts expressed in euro)

Notes nd
Quarter 15 1
2
nd
Quarter 14 1
2
Sales 17,872,007 19,465,912
Services rendered 21,225,039 20,698,914
Other operating income 10,223,627 2,099,694
Cost of sales (15,203,689) (14,217,605)
Changes in stocks of finished goods and work in progress (126,980) (2,395,802)
External supplies and services (12,191,598) (12,414,723)
Staff costs (8,784,370) (8,142,333)
Depreciation and amortisation (3,916,293) (3,774,289)
Provisions and impairment losses (554,617) 369,823
Other operating expenses
Operational profit/(loss)
(3,345,790)
5,197,334
(1,500,428)
189,163
Financial Expenses (2,913,100) (3,534,901)
Financial Income 565,809 331,523
Profit/(Loss) in associated and jointly controlled companies 847,598 1,439,052
Investment income
Profit/(Loss) before taxation
(61,036)
3,636,605
109,678
(1,465,485)
Taxation (102,414) (491,973)
Profit/(Loss) for the period 3,534,191 (1,957,458)
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
3,122,485
411,706
(2,365,164)
407,706
Profit/(Loss) per share
Basic 0.012682 (0.009604)
Diluted 0.012682 (0.009604)

The accompanying notes are part of these financial statements.

1Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.

SONAE CAPITAL, SGPS, SA

FOR THE SIX MONTHS PERIODS ENDED 30 JUNE 2015 AND 2014

(Amounts expressed in euro)

30.06.2015 30.06.2014
Consolidated net profit/(loss) for the period 856,433 (7,185,892)
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences 40,004 117,373
Share of other comprehensive income of associates and joint
ventures accounted for by the equity method (Note 5)
963,396 (351,176)
Change in the fair value of assets available for sale 708,397 772,140
Change in the fair value of cash flow hedging derivatives 213,695 542,813
Tax related to other comprehensive income captions (233,965) (176,163)
Other comprehensive income for the period 1,691,527 904,987
Total comprehensive income for the period 2,547,960 (6,280,905)
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
1,881,460
666,500
(6,497,775)
216,870

SONAE CAPITAL, SGPS, SA

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 2nd QUARTERS OF 2015 AND 2014

(Amounts expressed in euro)

nd Quarter 15 1
2
nd Quarter 14 1
2
Consolidated net profit/(loss) for the period 3,534,191 (1,957,458)
Items that may be reclassified subsequently to net profit / (loss):
Changes in the currency translation differences 84,300 66,167
Share of other comprehensive income of associates and joint ventures
accounted for by the equity method (Note 5)
1,016,663 679,660
Change in the fair value of assets available for sale 368,248 372,187
Change in the fair value of cash flow hedging derivatives 10,313 278,677
Tax related to other comprehensive income captions (160,964) (84,174)
Other comprehensive income for the period 1,318,560 1,312,517
Total comprehensive income for the period 4,852,751 (644,941)
Attributable to:
Equity holders of Sonae Capital
Non-controlling interests
4,421,694
431,057
(1,074,320)
429,379

The accompanying notes are part of these financial statements.

1 Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.

REPORT AND ACCOUNTS - JUNE 2015 Consolidated Financial Statements

SONAE CAPITAL, SGPS, SA

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2015 AND 2014

(Amounts expressed in Euro)

Share
Capital
Own
Shares
Demerger
Reserve
(Note 15)
Attributable to Equity Holders of Sonae Capital
Translation
Reserves
Fair
Value
Reserves
Hedging
Reserves
Other
Reserves
and
Retained
Sub total Net
Profit/(Loss)
Total Non
Controlling
Interests
Total Equity
Balance as at 1 January 2014 250,000,000 (1,124,125) 132,638,253 Earnings
(189,622) (590,856) (1,166,854) (62,056,375)
68,634,546 (13,200,373) 304,310,048 8,850,291 313,160,339
Total consolidated comprehensive income for the period - - - 82,172 772,140 536,873 (527,339) 863,846 (7,361,621) (6,497,775) 216,870 (6,280,905)
Appropriation of profit of 2013:
Transfer to legal reserves and retained earnings - - - - - - (13,200,373) (13,200,373) 13,200,373 - - -
Dividends paid - - - - - - - - - - (649,927) (649,927)
Acquisition of own shares
Changes in the percentage of capital held in affiliated
- (362,176) - - - - - - - (362,176) - (362,176)
companies
Other changes
-
-
-
-
-
-
-
-
-
-
-
-
-
(49,547)
-
(49,547)
-
-
-
(49,547)
652,223
83
652,223
(49,464)
Balance as at 30 June 2014 250,000,000 (1,486,301) 132,638,253 (107,450) 181,284 (629,981) (75,833,634) 56,248,472 (7,361,621) 297,400,550 9,069,540 306,470,090
Balance as at 1 January 2015 250,000,000 (1,486,301) 132,638,253 (130,882) (750,961) (239,276) (75,237,394) 56,279,740 (6,832,009) 297,961,430 9,375,864 307,337,294
Total consolidated comprehensive income for the period - - - 34,252 708,397 212,974 729,431 1,685,054 196,406 1,881,460 666,500 2,547,960
Appropriation of profit of 2014:
Transfer to legal reserves and retained earnings - - - - - - (6,832,009) (6,832,009) 6,832,009 - - -
Dividends paid - - - - - - - - - - (1,077,110) (1,077,110)
Acquisition of own shares
Changes in the percentage of capital held in affiliated
- 72,435 - - - - - - - 72,435 - 72,435
companies
Other changes
-
-
-
-
-
-
-
-
-
-
-
-
(219,830)
1,026
(219,830)
1,026
-
-
(219,830)
1,026
219,830
-
-
1,026
Balance as at 30 June 2015 250,000,000 (1,413,866) 132,638,253 (96,630) (42,564) (26,302) (81,558,776) 50,913,981 196,406 299,696,521 9,185,084 308,881,605

CONSOLIDATED STATMENTS OF CASH FLOWS

(Amounts expressed in Euro)

Notes 30.06.2015 30.06.2014 nd Quarter
2
1
nd Quarter
2
1
OPERATING ACTIVITIES: 15 14
Cash receipts from trade debtors 79,785,533 78,924,691 36,344,610 38,380,316
Cash receipts from trade creditors (52,728,599) (54,957,222) (26,230,894) (31,541,408)
Cash paid to employees
Cash flow generated by operations
(16,791,937)
10,264,997
(16,646,874)
7,320,595
(9,052,295)
1,061,421
(9,145,473)
(2,306,565)
Income taxes (paid) / received
Other cash receipts and (payments) relating to operating
(1,557,085) (3,905,507) (1,502,458) (3,886,078)
activities 82,886 3,182,978 877,883 2,007,431
Net cash flow from operating activities (1) 8,790,798 6,598,066 436,846 (4,185,212)
INVESTMENT ACTIVITIES:
Cash receipts arising from:
Investments 23,585,714 120,181 20,698,751 120,181
Tangible assets 13,594,337 335,763 12,051,959 (238,619)
Intangible assets - - - -
Interest and similar income 828,137 1,139,380 61,681 63,315
Dividends 273,631 796,367 273,631 796,367
38,281,819 2,391,691 33,086,022 741,244
Cash Payments arising from:
Investments (18,039) (3,324,592) (15,276) (59,681)
Tangible assets (6,730,024) (3,432,497) (2,013,461) (1,150,886)
Intangible assets (67,452) (488,793) 162,888 (199,875)
Loans granted (987,797) (936,926) - -
Net cash used in investment activities (2) (7,803,312)
30,478,507
(8,182,808)
(5,791,117)
(1,865,849)
31,220,173
(1,410,442)
(669,198)
FINANCING ACTIVITIES:
Cash receipts arising from:
Loans obtained 9,100,000 64,199,200 3,100,000 52,574,700
Sale of own shares 72,435
9,172,435
42,606
64,241,806
72,435
3,172,435
42,606
52,617,306
Cash Payments arising from:
Loans obtained (26,220,621) (38,539,183) (12,546,983) (35,973,550)
Interest and similar charges (4,971,469) (6,736,891) (2,788,764) (2,618,515)
Reimbursement of capital and paid in capital - (28,385) - (28,385)
Dividends (793,886) (1,004,034) (793,886) (1,004,034)
Purchase of own shares - (404,783) - -
Net cash used in financing activities (3) (31,985,976)
(22,813,541)
(46,713,276)
17,528,530
(16,129,633)
(12,957,198)
(39,624,484)
12,992,822
Net increase in cash and cash equivalents (4) = (1) + (2) + (3) 16,455,764 18,335,479 18,699,821 8,138,412
Effect of foreign exchange rate 77,480 (14,823) 118,890 (8,561)
Cash and cash equivalents at the beginning of the period 14 8,148,876 2,922,307 5,946,229 13,125,636
Cash and cash equivalents at the end of the period 14 24,527,160 21,272,609 24,527,160 21,272,609

The accompanying notes are part of these financial

Prepared in accordance with IAS 34 - Interim Financial Reporting and unaudited.

SONAE CAPITAL, SGPS, SA

(Translation from the Portuguese Original)

(Amounts expressed in Euro)

1. INTRODUCTION

SONAE CAPITAL, SGPS, SA ("Company", "Group" or "Sonae Capital") whose headoffice is at Lugar do Espido, Via Norte, Apartado 3053, 4471-907 Maia, Portugal, is the parent company of a group of companies, as detailed in Notes 5 to 7 ("Sonae Capital Group") and was set up on 14 December 2007 as a result of the demerger of the shareholding in SC, SGPS, SA (previously named Sonae Capital, SGPS, SA) from Sonae, SGPS, SA, which was approved by the Board of Directors on 8 November 2007 and by the Shareholder's General Meeting held on 14 December 2007.

Reflecting the current management structure, the reporting segments were revised, addressing the strategic business areas identified in the Group:

  • Resorts; Hotels;
  • Fitness;
  • Energy,
  • Refrigeration and HVAC;
  • Other Assets.

The non-strategic assets (including non-tourism real estate assets and financial shareholdings) are included in the segment "Other assets".

The accounting policies adopted are consistent with those used in the financial statements presented for the year ended 31 December 2014.

Basis of preparation

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

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

Changes to international accounting standards that came into force on or after 1 January 2015, did not have material impacts in the financial statements as at 30 June

4. GROUP COMPANIES INCLUDED IN THE

Group companies included in the consolidated financial statements, their head offices and percentage of the share capital held by the Group as at 30 June 2015

Percentage of capital held
30 June 2015 31 December 2014
Company Head Office Direct Total Direct Total
Sonae Capital SGPS, SA Maia Holding Holding Holding Holding
Hotels
Aqualuz - Turismo e Lazer, Lda a) Lagos 100.00% 100.00% 100.00% 100.00%
Solinca-Investimentos Turísticos, SA a) Porto 100.00% 100.00% 100.00% 100.00%
1) Sonae Turismo - SGPS, SA
The Artist Hotel & Bistrô – Actividades Hotelaria,
a)
a)
Maia
Maia
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
SA
Troiaverde-Expl. Hoteleira Imob., SA
a) Grândola 100.00% 100.00% 100.00% 100.00%
Resorts
Atlantic Ferries - Traf.Loc.Flu.e Marit., SA a) Grândola 95.77% 95.77% 83.41% 83.41%
Golf Time - Golfe e Inv.Turisticos, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imoareia - Investimentos Turísticos,SGPS, SA a) Matosinhos 100.00% 100.00% 100.00% 100.00%
Imopenínsula - Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Imoresort - Sociedade Imobiliária, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marina de Tróia, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marmagno-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Marvero-Expl.Hoteleira Imob., SA a) Grândola 100.00% 100.00% 100.00% 100.00%
SII - Soberana Investimentos Imobiliários, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Soltroia-Imob.de Urb.Turismo de Tróia, SA a) Lisbon 100.00% 100.00% 100.00% 100.00%
Tróia Market, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Tróia Natura, SA a) Grândola 100.00% 100.00% 100.00% 100.00%
Troiaresort - Investimentos Turísticos, SA
Tulipamar-Expl.Hoteleira Imob., SA
a)
a)
Grândola
Grândola
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Fitness
Solinca - Health & Fitness, SA
a) Maia 100.00% 100.00% 100.00% 100.00%
Energy
Atelgen – Produção de Energia, ACE a) Barcelos 51.00% 51.00% 51.00% 51.00%
CAPWATT – Brainpower, S.A. a) Maia 100.00% 100.00% 100.00% 100.00%
2) Capwatt ACE, SA a) Maia 100.00% 100.00% 100.00% 100.00%
3) Capwatt Colombo – Heat Power, SA a) Maia 100.00% 100.00% 100.00% 100.00%
4) Capwatt Engenho Novo – Heat Power, SA a) Maia 100.00% 100.00% 100.00% 100.00%
5) Capwatt Hectare – Heat Power, SA a) Maia 100.00% 100.00% 100.00% 100.00%
6) Capwatt II – Heat Power, SA a) Maia 100.00% 100.00% 100.00% 100.00%
7) Capwatt III – Heat Power, SA a) Maia 100.00% 100.00% 100.00% 100.00%
8) Capwatt Maia – Heat Power, SA a) Maia 100.00% 100.00% 100.00% 100.00%
9) Capwatt Martim Longo - Solar Power, SA a) Maia 100.00% 100.00% 100.00% 100.00%
10) Capwatt Vale do Caima - Heat Power, SA a) Maia 100.00% 100.00% 100.00% 100.00%
11) Capwatt Vale do Tejo - Heat Power, SA a) Maia 100.00% 100.00% 100.00% 100.00%
CAPWATT, SGPS, S.A.
Carvemagere – Manutenção e Energias
a)
a)
Maia
Barcelos
100.00%
65.00%
100.00%
65.00%
100.00%
65.00%
100.00%
65.00%
Renováveis, Lda
Companhia Térmica SERRADO, ACE a) Maia 70.00% 70.00% 70.00% 70.00%
Companhia Térmica Tagol, Lda a) Oeiras 100.00% 100.00% 100.00% 100.00%
C.T.E. – Central Termoeléctrica do Estuário, Lda a) Maia 100.00% 100.00% 100.00% 100.00%
Enerlousado – Recursos Energéticos, Lda a) Maia 100.00% 100.00% 100.00% 100.00%
Ronfegen – Recursos Energéticos, Lda
Soternix – Produção de Energia ACE
a)
a)
Maia
Barcelos
100.00%
51.00%
100.00%
51.00%
100.00%
51.00%
100.00%
51.00%
Refrigeration and HVAC
Sistavac, SA
a) Matosinhos 100.00% 70.00% 100.00% 70.00%
Sistavac, SGPS, SA a) Matosinhos 70.00% 70.00% 70.00% 70.00%
Sistavac Sistemas HVAC-R do Brasil, Lda a) São Paulo 100.00% 70.00% 100.00% 70.00%
Sopair, SA a) Madrid 100.00% 70.00% 100.00% 70.00%
Spinarq-Moçambique, Lda a) Maputo 70.00% 70.00% 100.00% 100.00%
Spinarq–Engenharia, Energia e Ambiente,SA a) Luanda 99.90% 99.90% 99.90% 99.90%
Other Assets
Bloco Q-Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Casa da Ribeira – Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Centro Residencial da Maia,Urban., SA a) Maia 100.00% 100.00% 100.00% 100.00%
Cinclus Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Contacto Concessões, SGPS, SA
Country Club da Maia-Imobiliaria, SA
a)
a)
Maia
Maia
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Empreend.Imob.Quinta da Azenha, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Fundo Especial de Investimento Imobiliário a) Maia 99.82% 99.82% 99.82% 99.82%
Fechado WTC
Imoclub-Serviços Imobiliários, SA
a) Maia 100.00% 100.00% 100.00% 100.00%
Imodivor - Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imohotel-Emp.Turist.Imobiliários, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imoponte-Soc.Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Imosedas-Imobiliária e Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Implantação – Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Inparvi SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Interlog-SGPS, SA a) Lisbon 98.98% 98.98% 98.98% 98.98%
14) Martimope – Empreendimentos Turisticos, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Porturbe-Edificios e Urbanizações, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Praedium – Serviços, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Praedium II-Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Praedium-SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Prédios Privados Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Predisedas-Predial das Sedas, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Promessa Sociedade Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC – Eng. e Promo Imobiliária,SGPS,SA a) Maia 100.00% 100.00% 100.00% 100.00%
Sete e Meio Herdades - Investimentos Agrícolas
e Turismo, SA
a) Grândola 100.00% 100.00% 100.00% 100.00%
Société de Tranchage Isoroy SAS a) Honfleur 100.00% 100.00% 100.00% 100.00%
14) Soconstrução, BV
Soira-Soc.Imobiliária de Ramalde, SA
a)
a)
Amsterdam
Maia
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Sótaqua - Soc. de Empreendimentos Turísticos, a) Maia 100.00% 100.00% 100.00% 100.00%
SA
Spinveste - Promoção Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Spinveste-Gestão Imobiliária SGII, SA a) Maia 100.00% 100.00% 100.00% 100.00%
14) Torre São Gabriel-Imobiliária, SA a) Maia 100.00% 100.00% 100.00% 100.00%
Urbisedas-Imobiliária das Sedas, SA
Vistas do Freixo-Emp.Tur.imobiliários,SA
a)
a)
Maia
Maia
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Others
Imobeauty, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC – Sociedade de Consultadoria, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC Finance, BV
SC For - Ser.Formação e Desenvolvimento de
a)
a)
Amsterdam
Maia
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Recursos Humanos, Unipessoal, Lda.
13)15) SC Hospitality, SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
SC-SGPS, SA a) Maia 100.00% 100.00% 100.00% 100.00%
15) Solinfitness – Club Málaga, S.L. a) Málaga 100.00% 100.00% 100.00% 100.00%
14)15)
12)
Sontur BV
Spred SGPS, SA
a)
a)
Amesterdam
Maia
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
a)
Majority of voting rights.

1) Ex-SC Assets, S.G.P.S., S.A.;

  • 2) Ex-Integrum ACE, SA; 3) Ex-Integrum Colombo – Energia, SA;
  • 4) Ex-Integrum Engenho Novo Energia SA;

5) Ex-Companhia Térmica Hectare, SA;

6) Ex-Integrum II – Energia, SA;

  • 7) Ex-Integrum III Energia, SA;
  • 8) Ex-EcocicloII Energias, SA; 9) Ex-Integrum Martim Longo – Energia, SA;
  • 10) Ex-Integrum Vale do Caima Energia, SA;
  • 11) Ex-Integrum Vale do Tejo Energia, SA;

12) Company included in the Other Assets segment in 2014; 13) Ex-Sonae Turismo, SGPS, SA;

14) Company dissolved in the period;

5. INVESTMENTS IN ASSOCIATED AND JOINTLY

Associated and jointly controlled companies included in the consolidated financial statements, their head offices and the percentage of share capital held by the Group

Company Head Direct Total Direct Total 30 June 31 December
2014
53,344
-
-
-
Lidergraf - Artes Gráficas, Lda Vila do 24.50% 24.50% 24.50% 24.50% 846,925 891,317
19,654,903
Operscut - Operação e Manutenção de Auto-estradas,
SA
Lisbon 15.00% 15.00% 15.00% 15.00% 24,000 24,000
Feneralt – Produção de Energia, ACE Barcelos 25.00% 25.00% 25.00% 25.00% 189,841 107,130
20.730,694
Other Assets
Andar - Sociedade Imobiliária, SA
Sociedade de Construções do Chile, SA
Vastgoed One - Sociedade Imobiliária, SA
Vastgoed Sun - Sociedade Imobiliária, SA
Norscut - Concessionária de Scut Interior Norte, SA
Energy
Total
Office
Maia
Maia
Maia
Maia
Conde
Lisbon
50.00%
100.00%
100.00%
100.00%
36.00%
30 June 2015
50.00%
50.00%
50.00%
50.00%
36.00%
Percentage of capital held
50.00%
100.00%
100.00%
100.00%
36.00%
31 December 2014
50.00%
50.00%
50.00%
50.00%
36.00%
Book Value
2015
-
-
-
-
22,680,750
23,741,516

1) Null investment values result from the adoption of the equity method in Andar – Sociedade Imobiliária, SA, holder of all of

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

Nil balances shown result from the reduction to acquisition cost of amounts determined by the equity method, discontinuing the recognition of its part of

As at 30 June 2015 and 31 December 2014, aggregate values of main financial indicators of associated and jointly controlled companies can be summarized as

30 June 2015 31 December 2014
Total Assets 635,394,485 688,065,258
Total Liabilities 526,072,558 583,955,642
Income
Expenses
41,329,228
34,798,459
115,284,242
88,388,616

During the periods ended 30 June 2015 and 30 June 2014, movements in investments of associated and jointly controlled companies are as follows:

30 June 2015 30 June 2014
Opening balance as at 1 January 20,762,638 12,490,395
Acquisitions in the period 8,000 1,249,300
Disposals in the period - -
Equity method 3,058,973 1,792,015
Dividends received (56,151) (26,486)
Change in the consolidation method - -
Closing balance as at 30 June 23,773,460 15,505,224
Accumulated impairment losses (Note 22) (31,944) (31,943)
23,741,516 15,473,281

The use of the equity method had the following impacts: 2,095,576 euro recorded on share of results of associated undertakings (2,116,705 euro at 30 June 2014), and 963,396 euro in changes in reserves (-351,176 euro at 30 June 2014).

Other investments, their head offices, percentage of share capital held and book value as at 30 June 2015 and 31 December 2014 are made up as follows:

Percentage of capital held
30 June 2015 31 December 2014
30 June Book Value
31 December
Company
Resorts
Head Office Direct Total Direct Total 2015 Value
2014
Infratroia – Infraestruturas de Troia,
E.M.
Grândola 25.90% 25.90% 25.90% 25.90% 64,747 64,747
Other Assets
Fundo de Investimento Imobiliário
Fechado Imosede
Maia 7.52% 7.52% 22.57% 22.57% 11,344,970 33,493,884
Fundo de Investimento Imobiliário
Imosonae Dois
Maia 0.06% 0.06% 0.06% 0.06% 124,892 124,892
Net, SA Lisbon 2.80% 2.80% 2.80% 2.80% 23,034 23,034
Fundo de Capital de Risco F-HITEC
Other investments
Lisbon 6.48% 6.48% 6.48% 6.48% 250,950
136,021
250,950
123,985
Total (Note 9) 11,944,614 34,081,492

Sonae Capital sold in 1 st half 2015 a total of 28,628 units of the Imosede Real Estate

  1. TANGIBLE AND INTANGIBLE ASSETS During the six months period ended 30 June 2015, movements in tangible and intangible assets as well as in amortisation and accumulated impairment losses, are made up as follows:
Land and
Buildings
Equipment Tangible Assets
Other
Tangible
Assets
Tangible
Assets in
progress
Total
Tangible
Assets
Gross Cost:
Opening balance as at 1 January 2015 222,289,448 179,441,283 2,197,777 11,880,186 415,808,694
Changes in consolidation perimeter - - - - -
Capital expenditure 111,934 188,603 926 6,027,394 6,328,857
Disposals (6,523,628) (1,058,453) - - (7,582,081)
Exchange rate effect - (66,086) (3,971) - (70,057)
Transfers
Closing balance as at 30 June 2015
-
215,877,754
2,251,457
180,756,804
44,664
2,239,396
(2,335,285)
15,572,295
(39,164)
414,446,249
Accumulated depreciation and
impairment losses
Opening balance as at 1 January 2015 81,960,385 91,386,095 1,751,498 - 175,097,978
Changes in consolidation perimeter - - - - -
Charges for the period 1) 1,488,095 6,069,855 43,147 - 7,601,097
Disposals (1,328,939) (440,506) - - (1,769,445)
Exchange rate effect - (40,349) (2,888) - (43,237)
Transfers
Closing balance as at 30 June 2015
-
82,119,541
35
96,975,130
-
1,791,757
-
-
35
180,886,428
Carrying amount as at 1 January 2015 140,329,063 88,055,188 446,279 11,880,186 240,710,716
Carrying amount as at 30 June 2015 133,758,213 83,781,674 447,639 15,572,295 233,559,821

1) Includes impairment losses amounting to 160,187 euro.

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

30 June 2015 31 December 2014
Tróia 7,936,987 7,624,730
Cogeneration Project 904,260 1,555,061
Hotels Refurbishment
Others
6,196,579
534,469
1,825,022
875,373
15,572,295 11,880,186
Intangible Assets
Patents and
other
similar
rights
Software Other
Intangible
Assets
Intangible
Assets in
progress
Total
Intangible
Assets
Gross Cost:
Opening balance as at 1 January 2015 7,846,758 2,877,589 466,858 217,498 11,408,703
Changes in consolidation perimeter - - - - -
Capital expenditure 14,040 209 187,379 205,211 406,839
Disposals - - (492,681) - (492,681)
Exchange rate effect - (2,534) - - (2,534)
Transfers
Closing balance as at 30 June 2015
(71,561)
7,789,237
300,316
3,175,580
(19,587)
141,969
(213,250)
209,459
(4,082)
11,316,245
Accumulated depreciation and impairment
losses
Opening balance as at 1 January 2015 1,380,363 1,994,300 9,421 - 3,384,083
Changes in consolidation perimeter - - - - -
Charges for the period 94,085 299,297 - - 393,382
Disposals - - - - -
Exchange rate effect - (1,874) - - (1,874)
Transfers
Closing balance as at 30 June 2015
(42,405)
1,432,043
42,405
2,334,128
-
9,421
-
-
-
3,775,591
Carrying amount as at 1 January 2015 6,466,395 883,289 457,437 217,498 8,024,620
Carrying amount as at 30 June 2015 6,357,194 841,452 132,548 209,459 7,540,654

As at June 2015 net assets allocated to the concession of Marina de Troia and included in Patents and other similar rights amount to 5,923,873 euro (5,994,383 euro at 31 December 2014).

During the periods ended 30 June 2015 and 31 December 2014, movements in goodwill, as well as in corresponding impairment losses, are as follows:

30 June 2015 31 December 2014
Gross amount:
Opening balance 62,291,840 62,283,809
Increases - acquisition of affiliated companies - 8,031
Closing balance 62,291,840 62,291,840
Accumulated impairment losses:
Opening balance 1,301,596 1,301,596
Closing balance 1,301,596 1,301,596
-
Total 60,990,244 60,990,244

As at 30 June 2015 and 31 December 2014, movements in investments were as

30 June 2015 31 December 2014
Non-current Current Non-current Current
Investments at acquisition cost
Opening balance as at 1 January 879,446 - 8,071,101 -
Acquisitions in the period 12,036 - 17,742 -
Disposals in the period - - (7,652,356) -
Transfers - - 442,959 -
Closing balance as at 30 June 891,482 - 879,446 -
Accumulated impairment losses (Note 22) (291,838) - (291,838) -
599,644 - 587,608 -
Investments held for sale
Fair value as at 1 January 33,493,884 - 39,305,931 -
Disposals in the period (22,510,231) - (5,221,742) -
Transfers - - (430,200) -
Increase/(Decrease) in fair value 361,317 - (160,105) -
Fair value as at 30 June 11,344,970 - 33,493,884 -
Accumulated impairment losses (Note 22)
Fair value (net of impairment losses) as at 30 June
-
11,344,970
-
-
-
33,493,884
-
-
Other Investments 11,944,614 - 34,081,492 -

The Imosede Fund is accounted as an available for sale asset, measured at fair value. For the remaining investment under this heading, the Group considers that it is not reasonable to estimate a fair value, as there is no observable market data.

These investments are recorded at acquisition cost less impairment losses.

As at 30 June 2015 and 31 December 2014, other non-current assets are detailed as

30 June 2015 31 December 2014
Loans granted to related parties
Norscut - Concessionária de Scut Interior Norte, SA 19,604,752 18,647,695
Others 784,815 756,076
20,389,567 19,403,771
Impairment losses (Note 22) (34,916)
20,354,651
(34,916)
19,368,855
Trade accounts receivable and other debtors
Sale of financial investments - -
Others 1,259,162 1,284,964
Impairment losses (Note 22) -
1,259,162
-
1,284,964
Other non-current assets 21,613,813 20,653,819

Generally, values included in other non-current assets bear interest at market rates, and it is estimated that their fair value does not significantly differ from amounts in

Inventories as at 30 June 2015 and 31 December 2014 can be detailed as follows, highlighting the value attributable to real estate developments:

30 June 2015 31 December 2014
Total of which Real
Estate
Developments
Total of which Real
Estate
Developments
Raw materials, by-products and consumables 1,229,979 - 1,022,596 -
Goods for sale 30,627,457 29,337,346 31,110,475 29,736,226
Finished goods 49,351,378 49,351,378 53,463,323 53,463,323
Work in progress 78,666,597 76,101,473 78,258,356 76,373,416
159,875,411 154,790,197 163,854,750 159,572,965
Accumulated impairment losses on stocks (Note 22) (6,255,712) (6,242,656) (6,292,456) (6,242,656)
153,619,699 148,547,541 157,562,294 153,330,309

12. TRADE ACCOUNTS RECEIVABLE AND OTHER

As at 30 June 2015 and 31 December 2014, trade accounts receivable and other

30 June 2015 31 December 2014
Trade accounts receivable 28,826,664 30,337,378
Accumulated impairment losses on trade debtors (Note 22) (4,176,811) (4,356,479)
24,649,853 25,980,899
Taxes recoverable
Loans granted to and other amounts to be received from related
13,772,132
120,044
16,676,255
167,444
parties
Other current assets
Suppliers with a debtor balance 794,832 610,343
Other debtors 9,987,254 11,077,668
Accounts receivable from the sale of financial investments 4,393,509 5,394,384
Accounts receivable from the sale of tangible assets 30,125 10,659
Interest receivable 504,488 988,617
Deferred costs - Rents 338,478 282,514
Deferred costs - External supplies and services 1,783,024 1,419,585
Other current assets 3,483,556
21,315,266
3,939,878
23,723,648
Accumulated impairment losses on other current assets (Note 22) (6,378,893) (6,356,349)
Trade accounts receivable and other current assets 53,478,402 60,191,897

Deferred tax assets and liabilities as at 30 June 2015 and 31 December 2014 can be detailed as follows, split between the different types of temporary differences:

Deferred tax assets Deferred tax liabilities
30 June
2015
31 December
2014
30 June
2015
31 December
2014
Amortisation and Depreciation harmonisation adjustments 750,655 767,399 3,431,247 3,145,808
Provisions and impairment losses of non-tax deductible 6,720,580 6,762,992 - -
Write off of tangible and intangible assets 71,250 71,250 - -
Write off of accruals - - - -
Revaluation of tangible assets - - 93,594 94,169
Tax losses carried forward 16,213,444 16,063,686 - -
Financial instruments
Write off of stocks
-
-
-
-
71,371
795,469
1,066,862
906,974
Taxable temporary differences arising from the fair value
of non-current liabilities
- - 6,552,692 7,141,626
Others 39,291
23,795,220
53,111
23,718,439
(49,799)
10,894,574
(646,156)
11,709,284

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2015 and 31 December 2014, and using tax rates effective at that time, tax losses carried forward

30 June 2015 31 December 2014
Tax losses
carried
forward
Deferred
tax assets
Time limit Tax losses
carried
forward
Deferred
tax assets
Time
limit
With limited time use
Generated in 2009 3,853,149 809,161 2015 3,853,149 809,161 2015
Generated in 2010 - - 2014 - - 2014
Generated in 2011 16,629,456 3,492,186 2015 16,629,456 3,492,186 2015
Generated in 2012 19,769,442 4,151,583 2017 19,769,442 4,151,583 2017
Generated in 2013 18,088,306 3,798,544 2018 18,088,306 3,798,545 2018
Generated in 2014 11,723,660 2,461,969 2026 18,153,387 3,812,211 2026
Generated in 2015 7,142,857 1,500,000 2027 - -
77,206,870 16,213,443 76,493,741 16,063,686

As at 30 June 2015 and 31 December 2014, deferred tax assets resulting from tax losses carried forward were re-assessed. Deferred tax assets have only been recorded to the extent that future profits will arise which may be offset against available tax losses or against deductible temporary differences.

As at 30 June 2015 and 31 December 2014, tax losses carried forward amounting to 145,756,016 euro (109,866,615 euro as at 31 December 2014), have not originated deferred tax assets for prudential reasons and are detailed as follows:

30 June 2015 31 December 2014
Tax losses
carried
forward
Tax Credit Time
limit
Tax losses
carried
forward
Tax Credit Time
limit
With limited time use
Generated in 2009 37,970,832 7,973,874 2015 37,739,388 7,925,271 2015
Generated in 2010 - - 2014 - - 2014
Generated in 2011 18,369,951 3,857,690 2015 16,920,254 3,553,253 2015
Generated in 2012 15,178,378 3,187,459 2017 14,136,576 2,968,681 2017
Generated in 2013 27,230,648 5,718,436 2018 22,115,430 4,644,240 2018
Generated in 2014 22,249 4,672 2026 70,534 14,812 2026
Generated in 2015 27,932,240
126,704,298
5,865,770
26,607,902
2027 -
90,982,182
-
19,106,258
With a time limit different from the
above mentioned
19,051,719 4,861,439 18,884,433 4,819,618
145,756,017 31,469,341 109,866,615 23,925,876

As at 30 June 2015 and 31 December 2014, cash and cash equivalents can be

30 June 2015 31 December 2014
Cash at hand 141,509 132,458
Bank deposits 24,455,200 9,184,154
Treasury applications 7,353 10,938
Cash and cash equivalents on the balance sheet 24,604,062 9,327,550
Bank overdrafts - (Note 17) (76,902) (1,178,675)
Cash and cash equivalents in the statement of cash-flows 24,527,160 8,148,875

Bank overdrafts include creditor balances of current accounts in financial institutions, and are disclosed in the balance sheet under current bank loans (Note 17).

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

As at 30 June 2015, Sonae Capital SGPS, S.A. owns 5,885,471 own shares (6,068,850 own shares at 31 December 2014) booked for 1,413,866 euro (1,486,301 euro at 31 December 2014).

The Reserves and retained earnings of Sonae Capital Group in the periods ended 31 June 2015 and 31 December 2014 are as follows:

30 June 2015 31 December 2014
Demerger reserve 132,638,253 132,638,253
Translation reserves (96,630) (130,882)
Fair value reserves (42,564) (750,961)
Hedging reserves (26,302) (239,276)
Other reserves and retained earnings
Reserves and retained earnings
(81,558,776)
50,913,981
(75,237,394)
56,279,740

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

Translation reserves The reserve is made up by the conversion into euro of the financial statements of the subsidiaries that have other functional currency.

Fair Value Reserves This reserve reflects the fair value of assets available for sale.

Hedging Reserve This reserve is made up by the fair value of hedging derivatives and the respective

Movements in non-controlling interests in the periods ended 30 June 2015 and 31

30 June 2015 31 December 2014
Opening balance as at 1 January 9,375,864 8,850,291
Changes in hedging reserves 721 12,699
Changes in the percentage of capital held in affiliated companies 219,830 679,088
Changes resulting from currency translation 5,752 20,118
Dividends paid (1,077,110) (721,525)
Others - 174
Profit for the period attributable to minority interests
Closing balance
660,027
9,185,084
535,019
9,375,864
  1. BORROWINGS As at 30 June 2015 and 31 December 2014, Borrowings are made up as follows:
30 June 2015 31 December 2014
Outstanding amount Outstanding amount
Current Non-Current Current Non-Current on
Bank loans
Sonae Capital SGPS - commercial paper a)
13,000,000 - 17,250,000 -
8,250,000 - 8,250,000 - Mar/2018
Sonae Capital SGPS - commercial paper d) Dec/2015
Sonae Capital SGPS - commercial paper b) - 18,200,000 - 28,900,000 Aug/2016
Sonae Capital SGPS - commercial paper c) - 30,000,000 - 30,000,000 Dec/2017
Sonae Capital SGPS - commercial paper f) 3,500,000 3,000,000 3,500,000 4,750,000 May/2017
Sonae Capital SGPS - commercial paper g) 3,000,000 - 4,000,000 - Feb/2016
Sonae Capital SGPS - commercial paper h) 1,200,000 4,800,000 - - Mar/2020
Sonae Capital SGPS e) 3,290,000 10,692,500 3,290,000 12,337,500 Set/2019
Up-front fees - (352,590) - (415,978)
Others 1,202,920 2,070,574 2,524,257 2,652,051
33,442,920 68,410,484 38,814,257 78,223,573
Bank overdrafts (Note 14)
Bank loans
76,902
33,519,823
-
68,410,484
1,178,675
39,992,932
-
78,223,573
Bond Loans
Sonae Capital 2011/2016 Bonds 10,000,000 - - 10,000,000 Jan/2016
SC, SGPS, S.A. 2008/2018 Bonds 50,000,000 - - 50,000,000 Mar/2018
Sonae Capital 2014/2019 Bonds - 42,500,000 - 42,500,000 May/2019
Up-front fees
Bond Loans
(70,330)
59,929,670
(432,076)
42,067,924
-
-
(608,709)
101,891,291
Other loans 499,468 453,273 752,665 609,258
Derivatives (Note 18) 42,415 - 621,462 -
Obligations under finance leases 2,860,458 17,493,816 2,851,514 18,935,072
Up-front fees on finance leases -
96,851,834
(82,752)
128,342,745
-
44,218,573
(88,961)
199,570,233

a) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit lines, with

commitment of at least six months to a year, placed in relationship banks. b) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2018, except if the reimbursement is anticipated under the contracted terms of the call/put option, in August 2016. This loan is

guaranteed by a mortgage on real estate assets c) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and valid up to December 2017. d) Commercial paper programme, with subscription guarantee, issued on 31 December 2013, with annual renewals up to 3

years. e) Bank loan guaranteed by a mortgage on real estate, started on 2 June 2011 and valid up to September 2019, with

quarterly payments. f) Commercial paper programme, with subscription guarantee, issued on 7 May 2014 and valid for a 3 year period, with

semi-annual payments. g) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to a maximum of 5 years.

h) Short term commercial paper programme, with subscription guarantee, issued on 18 March 2015, valid up to March 2020,

As at 30 June 2015, borrowings of the Group were as follows:

  • SC, SGPS, SA, 2008/2018 bond loan in the amount of 50,000,000 euro, with a 10 year maturity, and a sole reimbursement on 3 March 2018, except if the reimbursement is anticipated, fully or partially, which can happen on 3 March
    1. This bond loan bears interest every six months. Sonae Capital SGPS - 2011/2016 bond loan in the amount of 10,000,000 euro, with a 5 year maturity, and a sole reimbursement on 17 January 2016. This
  • bond loan bears interest every six months. Sonae Capital SGPS, SA, 2014/2019 bond loan in the amount of 42,500,000 euro, with a 5 year maturity, and a sole reimbursement on 28 May 2019. This bond loan bears interest every six months.

The interest rate on bonds and bank loans in force on 30 June 2015 was on average

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

Other non-current loans include government reimbursable grants to group companies, which do not bear interest.

The repayment schedule of the nominal value of borrowings may be summarised as

30 June 2015 31 December 2014
Nominal value Interest Nominal value Interest
N+1 a) 96,879,749 5,705,058 43,597,111 6,730,136
N+2 17,618,133 4,559,025 30,417,502 5,187,358
N+3 43,999,588 3,512,477 48,102,235 4,615,274
N+4 56,599,214 2,154,694 66,438,849 2,795,451
N+5 4,975,421 151,643 48,576,622 1,110,569
After N+5 6,017,806
226,089,912
154,619
16,237,516
7,148,672
244,280,992
216,245
20,655,033

a) Includes amounts drawn under commercial paper programmes. Of the total amount maturing in N+1, 29% concerns to commercial paper taken under lines of credit with commitment exceeding one year. Taking into account the policies and measures to manage liquidity risk, no risks that could jeopardize the continuity of operations are anticipated.

In the case any Bank institution or commercial paper investor do not renew, at the maturity date, its respective loans, the Group has credit lines available to overcome such renewables.

Interest rate derivatives

Hedging instruments used by the Group as at 30 June 2015 were mainly interest rate options (cash-flow hedges) contracted with the goal of hedging interest rate risks on loans in the amount of 773,050 euro, whose fair value of 42,415 euro (621,462 euro at 31 December 2014) is recorded as liabilities in other loans (Note 17). As at 30 de June de 2015 and 31 December 2014, all derivatives are hedging derivatives.

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

The fair value of derivatives is calculated using valuation models based on assumptions which are confirmed by market benchmarks, thus complying with level 2 requirements set on the IFRS 7.

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

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

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

Fair value of derivatives

The fair value of derivatives is as follows:

Assets
Liabilities
30 June
31 December
30 June
31 December
2015
2014
2015
Non-Hedge accounting derivatives
2014
Interest rate
-
-
-
Hedge accounting derivatives
-
Interest rate (Note 17)
-
-
42,415
621,462
Other derivatives
-
-
-
-
-
42,415
-
621,462

As at 30 June 2015 and 31 December 2014 other non-current liabilities can be

30 June 2015 31 December 2014
Loans and other amounts payable to related parties
Plaza Mayor Parque de Ocio, SA 1,973,769 2,017,783
Others 230,847 216,645
2,204,616 2,234,428
Other creditors
Creditors in the restructuring process of Torralta 533,322 506,206
Others -
533,322
-
506,206
Deferred income - -
Obligations by share-based payments (Note 20) 156,194 333,229
Other non-current liabilities 156,194
2,894,132
333,229
3,073,863

20. SHARE-BASED PAYMENTS

In 2015 and in previous years, the Sonae Capital Group granted deferred performance bonuses to employees, based on shares of Sonae Capital SGPS, SA to be acquired at nil cost, three years after they were attributed to the employee. In any case, the acquisition can be exercised during the period commencing on the third anniversary of the grant date and the end of that year. The company has the choice to settle in cash instead of shares. The option can only be exercised if the employee still works for the Sonae Capital Group on the vesting date.

As at 30 June 2015 and 31 December 2014, the market value of total liabilities arising from share-based payments, which have not yet vested, may be summarised as follows:

Year of grant Vesting year Number of
participants
30 June Fair Value
31 December
2015 2014
Shares
2012 2015 1 62,623 341,223
2013 2016 8 425,339 423,280
2014 2017 8 222,626 153,131
2015 2018 8 269,287 -
Total 979,875 917,634

As at 30 June 2015 and 31 December 2014, the financial statements include the following amounts corresponding to the period elapsed between the date of granting and those dates for each deferred bonus plan, which have not yet vested:

30 June 2015 31 December 2014
Other noncurrent liabilities (Note 19) 156,194 333,229
Other current liabilities 397,258 341,223
Reserves 233,571 391,028
Staff Costs 319,882 283,426

21. TRADE ACCOUNTS PAYABLE AND OTHER CURRENT

As at 30 June 2015 and 31 December 2014 trade accounts payable can be detailed

30 June 2015 31 December 2014
Trade creditors
Loans granted by and other payables to related parties
16,846,121
488,590
17,028,403
107,740
Other current liabilities
Fixed assets suppliers 1,069,222 1,296,713
Advances from customers and down payments 2,981,208 4,350,703
Other creditors 1,891,039 2,220,512
Taxes and contributions payable 7,277,467 9,567,955
Accrued staff costs 6,929,255 5,987,039
Amounts invoiced for works not yet completed 6,276,448 4,667,245
Accrued expenses with purchases - Energy Segment 3,501,707 4,126,642
Interest payable 725,474 821,515
Investment aid 1,527,281 1,601,914
Other liabilities 9,452,414
41,631,515
9,584,112
44,224,350
Trade accounts payable and other current liabilities 58,966,226 61,360,493

22. PROVISIONS AND ACUMULATED IMPAIRMENT

Movements in provisions and accumulated impairment losses over the period ended

Balance as
at 1 January
Balance as
at 30 June
Captions 2015 Increases Decreases Utilisations 2015
Accumulated impairment losses on:
Other Investments (Notes 5 and 9) 323,782 - - - 323,782
Other non-current assets (Note 10) 34,916 - - - 34,916
Trade accounts receivable (Note 12) 4,356,479 457,784 (609,426) (28,025) 4,176,811
Other current assets (Note 12) 6,356,349 85,434 (62,890) - 6,378,893
Stocks (Note 10) 6,292,456 - (36,744) - 6,255,712
Non-current provisions 3,079,824 - - - 3,079,824
Current provisions 5,642,201
26,086,008
880,300
1,423,517
(294,286)
(1,003,346)
(1,251,110)
(1,279,135)
4,977,105
25,227,043

As at 30 June 2015 and 31 December 2014 detail of other provisions was as follows:

30 June 2015 31 December 2014
Judicial claims 2,013,136 1,802,697
Provision for secured income 3,746,782 4,350,846
Others 2,297,011 2,568,482
8,056,929 8,722,025

As at 30 June 2015 and 2014 the most important contingent liabilities

30 June 2015 30 June 2014
Own work capitalised 1,835,769 1,218,013
Gains on sales of assets 8,067,685 244,012
Supplementary income 326,491 410,952
Others 3,943,855 1,074,431
Total 14,173,800 2,947,408

As at 30 June 2015 and 31 December 2014 the most important contingent liabilities referred to guarantees given and were made up as follows:

30 June 2015 31 December 2014
Guarantees given:
on VAT reimbursements 5,163,386 5,064,574
on tax claims 8,230,902 5,729,805
on municipal claims 1,134,224 1,134,224

Others include the following guarantees:

  • 5,355,406 euro as at 30 June 2015 (7,507,705 euro as at 31 December 2014)
  • of guarantees on construction works given to clients; 5,581,280 euro as at 30 June 2015 and as at 31 December 2014 of guarantees given concerning building permits in the Resorts segments.

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

25. TAXATION

As at 30 June 2015 and 2014, Taxation was made up as follows:

30 June 2015 30 June 2014
Current tax
Deferred tax
2,095,892
(1,124,882)
400,173
503,480
Taxation 971,009 903,653

As at 30 June 2015 and 2014, the reconciliation of consolidated net profit can be analysed as follows:

30 June 2015 30 June 2014
Aggregate net profit
Harmonisation adjustments
(23,431,207)
(376,908)
7,168,463
(1,133,822)
Elimination of intragroup dividends (38,005,252) (27,732,238)
Share of gains/(losses) of associated undertakings
Elimination of intragroup capital gains/(losses)
2,039,426
(3,221,077)
2,116,705
11,590,777
Elimination of intragroup impairment
Adjustments of gains/(losses) on assets disposals
Adjustments of gains/(losses) of financial shareholdings sale
13,987,096
4,142,033
(775,169)
-
45,722,322 1,299,702
Others - 279,690
Consolidated net profit for the year 856,433 (7,185,892)
  1. RELATED PARTIES Balances and transactions with related parties are detailed as follows:
Transactions 30 June 2015 Sales and services rendered
30 June 2014
30 June 2015 Purchases and services obtained
30 June 2014
Parent company (a) - - - -
Associated companies 194,561 17,898 - 14,628
Other partners and Group companies (b) 12,971,993
13,166,554
12,058,960
12,076,858
-
-
2,946,340
2,960,968
Transactions 30 June 2015 Interest income
30 June 2014
30 June 2015 Interest expenses
30 June 2014
Parent company (a) - - - -
Associated companies
Other partners and Group companies (b)
503,679
-
507,178
-
-
55,906
-
64,419
503,679 507,178 55,906 64,419
Accounts receivable Accounts payable
Balances 30 June 2015 31 December 2014 30 June 2015 31 December 2014
Parent company (a) - - - -
Associated companies 573,538 1,599,727 7,187 18,980
Other partners and Group companies (b) 7,937,109 11,254,391 2,387,126 2,243,084
8,510,647 12,854,118 2,394,313 2,262,064
Balances 30 June 2015 Loans obtained
31 December 2014
30 June 2015 Loans granted
31 December 2014
Parent company (a) - - - -
Associated companies - - 20,354,651 19,368,854
Other partners and Group companies (b) 1,973,769
1,973,769
2,017,783
2,017,783
-
20,354,651
-
19,368,854
  • a) The parent company is Efanor Investimentos, SGPS, SA; b) Balances and transactions with Group Sonae, SGPS and Group Sonae Indústria, SGPS, SA are included under Other partners and

Earnings per share for the periods ended 30 June 2015 and 30 June 2014 were calculated taking into consideration the following amounts:

Net profit 30 June 2015 30 June 2014
Net profit taken into consideration to calculate basic earnings per
share (Net profit for the period )
196,406 (7,361,621)
Net profit taken into consideration to calculate diluted earnings
per share
196,406 (7,361,621)
Number of shares
Weighted average number of shares used to calculated basic
earnings per share
246,303,242 246,190,249
Weighted average number of shares used to calculated diluted
earnings per share
246,303,242 246,190,249
Earnings per share (basic and diluted) 0.000797 (0.029902)

There are no convertible instruments included in Sonae Capital, SGPS, SA's shares,

In 30 June 2015 and 2014 and 31 December 2014, the following were identified as segments:

  • Resorts;
  • Hotels;
  • Fitness;
  • Energy; Refrigeration and HVAC;
  • Other Assets;
  • Holding and Others.

The contribution of the business segments to the income statement of the periods

Profit and Loss Resorts Hotels Fitness 30 June 2015
Energy
Refrigeration Holding & Intersegment Consolidated
Account
Turnover
10,664,927 6,315,682 7,447,919 28,593,085 and HVAC
26,192,105
Others
7,051,824
Adjustments
-8,327,122
77,938,420
Other
operational
income
5,066,634 182,883 197,501 735,788 359,647 6,432,009 1,199,338 14,173,799
Total
operational
income
15,731,561 6,498,565 7,645,420 29,328,873 26,551,752 13,483,833 -7,127,784 92,112,220
Operational
cash-flow
(EBITDA)
1,277,841 -3,180,591 854,687 5,699,524 847,818 6,602,520 -39,701 12,062,098
Profit and Loss
Account
Resorts Hotels Fitness 30 June 2014
Energy
Refrigeration
and HVAC
Holding &
Others
Intersegment
Adjustments
Consolidated
Turnover 18,483,144 5,595,308 6,903,760 20,270,424 26,839,292 7,710,601 -8,224,462 77,578,067
Other
operational
income
626,757 219,646 197,273 595,590 309,303 389,122 609,717 2,947,408
Total
operational
income
19,109,901 5,814,954 7,101,033 20,866,014 27,148,595 8,099,723 -7,614,745 80,525,475
Operational
cash-flow
(EBITDA)
1,827,572 -3,470,166 919,112 4,321,153 234,670 789,941 78,127 4,700,409

The contribution of the business segments to the Balance sheets as at 30 June 2015

Balance Sheet Resorts Hotels Fitness 30 June 2015
Energy
Refrigeration
and HVAC
Holding and
Others
Intersegment
Adjustments
Consolidated
Fixed Assets
Tangible and
Intangible
131,821,957 13,589,273 8,721,632 24,929,512 10,120,998 112,349,424 557,923 302,090,719
Investments 41,798,605 22,021,422 27,675 203,565 3,096 594,937,372 -623,305,605 35,686,130
Other Assets 100,609,448 53,799,031 3,161,776 12,243,004 43,370,850 607,942,449 -544,015,361 277,111,196
Total Assets 274,230,010 89,409,726 11,911,083 37,376,081 53,494,944 1,315,229,245 -1,166,763,042 614,888,045
Total Liabilities 231,358,024 49,724,019 8,936,849 35,174,155 20,741,668 504,562,381 -544,490,656 306,006,440
Technical
investment
561,753 427,087 211,605 1,270,999 123,814 4,140,439 - 6,735,697
Gross Debt 14,833,401 - 497,768 9,171,239 - 200,692,171 - 225,194,579
Net Debt 14,690,362 -95,794 455,104 8,912,093 -718,138 177,346,889 - 200,590,517
Balance Sheet Resorts Hotels Fitness 31 December 2014
Energy
Refrigeration
and HVAC
Holding and
Others
Intersegment
Adjustments
Consolidated
Fixed Assets
Tangible and
Intangible
135,559,390 13,705,579 9,301,498 26,480,547 10,176,911 113,983,432 518,223 309,725,580
Investments 39,365,628 31,163,716 24,563 120,196 611 613,053,027 -628,915,555 54,812,186
Other Assets
Total Assets
106,471,805
281,396,823
42,913,396 2,854,314 11,866,682
87,782,691 12,180,375 38,467,424
41,948,979 990,664,413 -925,265,587
52,126,501 1,717,700,872 -1,553,662,919
271,453,999
635,991,765
Total Liabilities 232,409,762 37,437,989 8,905,387 38,162,518 19,532,634 921,903,264 -929,697,083 328,654,472
Technical
investment
1,768,152 470,708 1,285,193 2,637,973 311,956 2,484,157 - 8,958,139
Gross Debt 16,056,102 - 734,375 11,382,132 1,283,258 214,332,940 - 243,788,807
Net Debt 15,869,776 -119,991 683,804 10,986,752 -30,877 207,071,792 - 234,461,257

No significant events, requiring further disclosure, have occurred after 30 June 2015.

  1. APPROVAL OF THE FINANCIAL STATEMENTS These consolidated financial statements were approved by the Board of Directors and authorized for issue on 30 July 2015.

PART IV INDIVIDUAL FINANCIAL STATEMENTS

SONAE CAPITAL, SGPS, SA

INDIVIDUAL BALANCE SHEETS AS AT 30 JUNE 2015 AND 31 DECEMBER 2014

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

(Amounts expressed in euro)

ASSETS Notes 30 June 2015 31 December 2014
NON CURRENT ASSETS:
Tangible assets
Investments
Deferred tax assets
Other non current assets
Total Non Current Assets 4
7
5
27,552
415,432,455
4,219,485
543,645,531
963,325,021
28,987
434,115,996
4,069,727
197,085,531
635,300,241
CURRENT ASSETS:
Other current assets
Cash and cash equivalents
Total Current Assets 6
8
241,010,068
11,301,230
252,311,297
573,184,059
5,112,291
578,296,350
TOTAL ASSETS 1,215,636,319 1,213,596,591
EQUITY AND LIABILITIES
EQUITY:
Share Capital
Own shares
Legal reserve
Other reserves
Profit / (Loss) for the period
TOTAL EQUITY
9
9
1 0
250,000,000
(1,413,866)
9,463,225
309,676,446
14,384,362
582,110,167
250,000,000
(1,486,301)
8,611,464
293,493,001
17,035,205
567,653,369
LIABILITIES:
NON CURRENT LIABILITIES:
Bank loans
Bonds
Other non current liabilities
Total Non Current Liabilities 1 0
1 1
66,377,689
42,067,924
46,000
108,491,614
75,613,439
52,013,159
157,880
127,784,478
CURRENT LIABILITIES
Suppliers
Bank loans
Other creditors
Other current liabilities
Total Current Liabilities 1 1
1 1
79,173
42,240,000
480,154,410
2,560,955
525,034,538
107,498
36,293,800
476,548,040
5,209,406
518,158,744
TOTAL EQUITY AND LIABILITIES The accompanying notes are an integral part of these financial statements 1 2
1 3
1,215,636,319 1,213,596,591

SONAE CAPITAL, SGPS, SA

INDIVIDUAL INCOME STATEMENTS BY NATURE

FOR THE SIX MONTHS ENDED 30 JUNE 2015 AND 2014

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

(Amounts expressed in euro)

Notes 30 June 2015 30 June 2014
Operational income
Other operational income
Total operational income
11,721
11,721
20,337
20,337
Operational expenses
External supplies and services (492,334) (218,874)
Staff costs (695,513) (641,774)
Depreciation and amortisation (1,436) (1,750)
Other operational expenses (45,776) (11,714)
Total operational expenses
Operational profit/(loss)
1 4 (1,235,059)
(1,223,338)
(874,112)
(853,775)
1 5
Financial income 16,347,424 5,436,458
Financial expenses (4,915,471) (5,238,040)
Net financial income/(expenses) 11,431,953 198,418
Investment income
Profit/(loss) before taxation
3,500,638
13,709,253
15,645,955
14,990,598
1 6
1 6
Taxation
Profit/(loss) for the period
675,109
14,384,362
4,458,451
19,449,049
Profit/(loss) per share 1 6
1 7

Basic and diluted 1 8 0.058401 0.079000 The accompanying notes are an integral part of these financial statements

SONAE CAPITAL, SGPS, SA

INDIVIDUAL INCOME STATEMENT BY NATURE

FOR THE THREE MONTHS ENDED 30 JUNE 2015 AND 2014

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

(Amounts expressed in euro)

nd Quarter 2015
2
nd Quarter 2014
2
(Unaudited) (Unaudited)
Operational income:
Other operational income 4,623 381
Total operational income 4,623 381
Operational expenses:
External supplies and services (234,274) (118,905)
Staff costs (242,936) (143,526)
Depreciation and amortisation (426) (874)
Other operational expenses (25,234) (3,050)
Total operational expenses
Operational profit/(loss)
(502,871)
(498,248)
(266,355)
(265,974)
Financial income 9,281,739 2,822,967
Financial expenses (2,548,324) (2,692,799)
Net financial income/(expenses) 6,733,415 130,168
Investment income
Profit/(loss) before taxation
(18,787,018)
(12,551,850)
389,533
253,727
Taxation
Profit/(loss) for the period
363,114
(12,188,736)
1,762,658
2,016,385
Profit/(loss) per share

SONAE CAPITAL, SGPS, SA

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2015 AND 2014

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

30 June 2015 30 June 2014
Net profit for the period 14,384,362 19,449,049
Items that may subsequently be reclassified to net income:
Change in currency translation reserve - -
Share of other comprehensive income of associated undertakings and
joint ventures accounted for by the equity method
- -
Change in the fair value of assets available for sale - -
Change in the fair value of cash flow hedging derivatives - -
Income tax relating to components of other comprehensive income - -
Other comprehensive income for the period
Total comprehensive income for the period
-
14,384,362
-
19,449,049

SONAE CAPITAL, SGPS, SA

INDIVIDUAL STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED 30 JUNE 2015 AND 2014

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

(Amounts expressed in euro)

2 2
Net profit for the period n d Quarter 2015
(Unaudited)
(12,188,736)
n d Quarter 2014
(Unaudited)
2,016,385
Exchange differences on translating foreign operations - -
Share of other comprehensive income of associates and joint
ventures accounted by the equity method
Change in the fair value of assets available for sale
Change in the fair value of cash flow hedging derivatives
Gains on property revaluation
Income tax relating to components of other comprehensive income
-
-
-
-
-
-
-
-
-
-
Other comprehensive income for the period
Total comprehensive income for the period
-
(12,188,736)
-
2,016,385

REPORT AND ACCOUNTS – JUNE 2015 Individual Financial Statements

SONAE CAPITAL SGPS, SA

INDIVIDUAL STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2015 AND 2014

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

(Amounts expressed in euro)

Share Own Legal Other Sub total Net Total Equity
Balance as at 1 January 2014 Capital
250,000,000
Shares
(1,124,125)
Reserve
8,307,376
Reserves
287,715,325
296,022,701 profit / (loss)
6,081,764
550,980,341
Total comprehensive income for the period - - - - - 19,449,049 19,449,049
Appropriation of profits:
Transfer to legal reserve and retained earnings
Dividends distributed
-
-
-
-
304,088
-
5,777,676
-
6,081,764
-
(6,081,764)
-
-
-
(Acquisition)/disposal of own shares
Others
-
-
(404,782)
-
-
-
-
-
-
-
-
-
(404,782)
-
Balance as at 30 June 2014
Balance as at 1 January 2015
250,000,000
250,000,000
(1,528,907)
(1,486,301)
8,611,464
8,611,464
293,493,001
293,493,001
302,104,465
302,104,465
19,449,049
17,035,205
570,024,607
567,653,369
Total comprehensive income for the period - - - - - 14,384,362 14,384,362
Appropriation of profits:
Transfer to legal reserve and retained earnings
Dividends distributed
(Acquisition)/disposal of own shares
-
-
-
-
-
72,435
851,760
-
-
16,183,445
-
-
17,035,205
-
-
(17,035,205)
-
-
-
-
72,435
Others - - - - - - -
Balance as at 30 June 2015 250,000,000 (1,413,866) 9,463,224 309,676,446 319,139,670 14,384,362 582,110,167

SONAE CAPITAL, SGPS, SA

INDIVIDUAL CASH FLOW STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2015 AND 2014

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

(Amounts expressed in euro)

Notes 30 June 2015 30 June 2014
OPERATING ACTIVITIES
Cash paid to trade creditors 517,559 390,776
Cash paid to employees 894,290 508,624
Cash flow generated by operations (1,411,849) (899,400)
Income taxes (paid)/received 519 1,227
Other cash receipts/(payments) relating to operating activities
Net cash flow from operating activities [1]
2,901
(1,409,466)
39,827
(860,800)
INVESTMENT ACTIVITIES
Cash receipts arising from: 346,542,712 -
Investments
Interest and similar income 5,496,655 4,979,203
Dividends 22,184,180 14,870,786
Loans obtained - 14,957,934
374,223,547 34,807,923
Cash payments arising from:
Tangible assets 9,515 -
Loans granted 352,952,772 29,714,614
Net cash flow from investment activities [2] 352,962,288
21,261,260
29,714,614
5,093,309
FINANCING ACTIVITIES
Cash receipts arising from:
Sale of own shares 72,435 42,606
Loans obtained 12,618,574 42,500,000
12,691,009 42,542,606
Cash Payments arising from:
Interest and similar costs 3,905,063 5,687,638
Acquisition of own shares - 404,783
Loans obtained 22,448,800 25,684,306
Net cash flow from financing activities [3] 26,353,863
(13,662,855)
31,776,727
10,765,879
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 6,188,939 14,998,388
Cash and cash equivalents at the beginning of the period 8 5,112,291 786,250
Cash and cash equivalents at the end of the period 8 11,301,230 15,784,638

SONAE CAPITAL, SGPS, SA

INDIVIDUAL STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED 30 JUNE 2015 AND 2014

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

2 2
OPERATING ACTIVITIES n d Quarter 2015
(Unaudited)
n d Quarter 2014
(Unaudited)
Cash paid to trade creditors 339,460 114,626
Cash paid to employees 696,747 230,519
Cash flow generated by operations (1,036,207) (345,145)
Income taxes (paid)/received (500) 718
Other cash receipts/(payments) relating to operating activities
Net cash flow from operating activities [1]
230,924
(804,782)
296,675
(49,188)
INVESTMENT ACTIVITIES
Cash receipts arising from:
Investments (8,678) -
Interest and similar income 220,828 2,873
Dividends 22,184,180 14,870,786
Loans granted - 14,957,934
22,396,330 29,831,593
Cash payments arising from:
Loans granted (1,167,228) 30,160,254
Net cash flow from investment activities [2] (1,167,228)
23,563,558
30,160,254
(328,661)
FINANCING ACTIVITIES
Cash receipts arising from:
Sale of own shares 72,435 42,606
Loans obtained 1,652,144 30,950,000
1,724,579 30,992,606
Cash Payments arising from:
Interest and similar costs 2,608,692 3,643,843
Loans obtained 11,422,500 11,748,506
Net cash from financing activities [3] 14,031,192
(12,306,614)
15,392,349
15,600,257
Net increase/(decrease) in cash and cash equivalents [4] = [1]+[2]+[3] 10,452,162 15,222,408
Cash and cash equivalents at the beginning of the period 849,067 562,230

Cash and cash equivalents at the end of the period 11,301,230 15,784,638

NOTES TO THE INDIVIDUAL FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2015 (Translation from the Portuguese Original) (Amounts expressed in Euro)

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

The Company's financial statements are presented as required by the Commercial Companies Code. According to Decree-Law 158/2009 of 13 July of 2009, the Company's financial statements have been prepared in accordance with International Financial Reporting Standards.

  1. MAIN ACCOUNTING POLICIES The principal accounting policies adopted in preparing the accompanying individual financial statements are consisting with those used in the financial statements presented for the year ended 31 December 2014.

Basis of preparation

Interim financial statements are presented quarterly, in accordance with IAS 34 –

"Interim Financial Reporting". The accompanying financial statements have been prepared from the books and accounting records on a going concern basis and under the historical cost convention, except for financial instruments which are stated at fair value.

  1. CHANGES IN ACCOUNTING POLICIES During the period there were no changes in accounting policies or prior period

4.FINANCIAL INVESTMENTS

Investments in affiliated and associated undertakings 30 June 2015
494,491,377
31 December 2014
494,491,377
Investments in other companies
Sonae RE - (0.04%) 1,200 1,200
Fundo Invest. Imob. Imosonae Dois - (0.001%) 2,546 2,546
Matadouro Alto Alentejo, SA - (0.89%) 1 1
NET Novas Tecnologias, SA - (2.80%) 23,034 23,034
Saúde Atlântica - Gestão Hospitalar, SA (0.01%) 34 34
Fundo F HITEC - (6.48%) 250,950 250,950
494,769,143 494,769,143
Impairment (79,336,688)
415,432,455
(60,653,147)
434,115,996

4.1 Investments in affiliated and associated undertakings As at 30 June 2015 and 31 December 2014, the detail of Investments in Affiliated and

Associated Companies is as shown in the table below: 30 June 2015
Company % Held Fair
Value
Book Value Fair Value Equity Profit /
(Loss) for the
Reserve period
CAPWATT, S.G.P.S., S.A. 100.00% - 2,725,000 - 2,796,513 91,124
Fundo Esp de Invest. Imob Fechado WTC 59.57% - 42,057,274 - 71,718,882 1,390,615
Imoareia - Invest. Turísticos, S.G.P.S., S.A. 100.00% - 167,132,793 - 82,108,948 (703,427)
Interlog - SGPS, S.A. 98.938% - 21,658,210 - 21,786,061 32,407
Lidergraf - Artes Gráficas, SA. 24.50% - 1,125,301 - 5,315,674 927,549
Praedium SGPS, S.A. 100.00% - 25,577,659 - 17,615,742 (2,648,265)
Sonae Turismo, S.G.P.S., S.A. 100.00% - 93,714,351 - 44,245,635 (8,973,774)
SC Finance B.V. 100.00% - 263,698 - (5,064,364) (5,358,866)
SC-Eng. e Promoção imobiliária, S.G.P.S., S.A. 100.00% - 34,575,100 - 28,099,135 981,570
Sistavac, SGPS, S.A. 70.00% - 32,492,436 - 41,800,719 652,514
Solinca - Health & Fitness, S.A. 100.00% - 13,553,639 - 736,261 (484,184)
Spred, S.G.P.S., S.A.
Total
100.00% - 59,615,917
494,491,377
- 17,722,625 (1,088,662)
31 December 2014
Company % Held Fair
Value
Book Value Fair Value Equity Profit /
(Loss) for the
2,725,000 Reserve 2,705,388 period
(19,612)
CAPWATT, S.G.P.S., S.A. 100.00% 42,057,274 70,328,267 2,177,577
Fundo Esp de Invest. Imob Fechado WTC 59.57% 167,132,793 82,812,376 (428,587)
Imoareia - Invest. Turísticos, S.G.P.S., S.A. 100.00% 21,658,210 21,753,654 84,688
Interlog - SGPS, S.A. 98.938% 1,125,301 5,315,674 927,549
Lidergraf - Artes Gráficas, SA. 24.50% 25,577,659 20,264,008 (2,512,717)
Praedium SGPS, S.A. 100.00% 93,714,351 53,056,218 (23,739,606)
Sonae Turismo, S.G.P.S., S.A. 100.00% 263,698 294,502 16,205
SC Finance B.V. 100.00% 34,575,100 27,117,565 (865,317)
SC-Eng. e Promoção imobiliária, S.G.P.S., S.A. 100.00% 32,492,436 41,148,204 448,657
Sistavac, SGPS, S.A. 70.00% 13,553,639 1,220,444 (279,556)
Solinca - Health & Fitness, S.A. 100.00% 59,615,917 40,939,316 23,292,661
Spred, S.G.P.S., S.A.
Total
100.00% 494,491,377

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

Impairment tests on financial investments were performed, based on external valuations of the real estate of group companies or DCF methodology, to assess the fair value of such investments.

As at 30 June 2015 and 31 December 2014, the detail of Impairments on Investments in Affiliated and Associated Companies is as shown in the table below.

30 June 2015 31 December 2014 Variation (Note 16)
Fundo Esp.Inv.Imo.Fec. WTC - (159,628) 159,628
Spred, SGPS, SA (35,769,387) (16,926,218) (18,843,169)
Sonae Turismo, SGPS, SA (43,567,301)
(79,336,688)
(43,567,301)
(60,653,147)
-
(18,683,542)
  1. OTHER NON-CURRENT ASSETS As at 30 June 2015 and 31 December 2014, other non-current assets are detailed as
30 June 2015 31 December 2014
Loans granted to group companies:
Sonae Turismo, SGPS, SA 11,703,934 11,703,934
Praedium, SGPS, SA 85,134,991 85,134,991
Imoareia - Invest. Turísticos, S.G.P.S., SA 94,593,637 94,593,637
SC-Eng. e Promoção imobiliária, S.G.P.S., SA 2,788,000 2,788,000
Solinca - Health & Fitness, SA 2,864,968 2,864,968
SC Finance BV 346,560,000 -

543,645,531 197,085,531

These assets were not due or impaired as at 30 June 2015. The fair value of loans granted to Group companies is basically the same as their book value.

Loans to group companies bear interest at market rates and are repayable within a period exceeding one year. The interest rate as at 30 June 2015 stood, in average, at approximately 4.82%.

  1. OTHER CURRENT ASSETS As at 30 June 2015 and 31 December 2014, other current assets are made up as follows:
30 June 2015 31 December 2014
Shareholding, other Operations 4,242,705 4,077,753
Loans granted 214,127,372 207,734,600
Other Debtors
Income tax withheld
820,465
4,485,644
347,371,160
7,519,432
Accrued income 16,803,182 5,948,878
Deferred costs 530,699
241,010,068
532,236
573,184,059

The balance registered at Shareholding, other Operations is related to the values transferred from subsidiaries under the IRC regime (RETGS).

As at 30 June 2015 and 31 December 2014, the item Loans Granted is related to

financial operations with the following subsidiaries:
30 June 2015 31 December 2014
Aqualuz - Turismo e Lazer, Lda - 139,000
Bloco Q-Soc.Imobil.SA - 310,000
Casa da Ribeira-Sociedade Imobiliária, S.A. - 8,000
The Artist Porto Hotel & Bistrô - Activ. Hotel., S.A. - 316,000
Contacto Concessões, SGPS, S.A. - 1,041,000
Imoareia - Invest. Turísticos, SGPS, SA 88,976,039 87,537,900
Inparvi SGPS, SA 121,327 118,000
Martimope-Empreendimentos Turísticos, SA - 214,000
Praedium SGPS, SA 106,606,680 100,050,000
Praedium II-Imobiliária,SA - 5,000
SC-Eng. e promoção imobiliária,SGPS,S.A. 3,891,700 2,890,200
Sete e Meio Herdades-Inv. Agr. e Tur.,SA - 1,000
Solinca - Health & Fitness, SA 1,098,127 1,162,000
Sótaqua - Soc. de Empreend. Turisticos - 6,000
SC Finance BV 395,000 -
SC For - Serv. Form. Des. Rec. Humanos, Unip., Lda - -
Spinveste-Gestão Imobiliária SGII,SA - 952,000
Spinveste - Promoção Imobiliária, SA - 2,000
CAPWATT, SGPS, S.A. 13,038,500
214,127,372
12,982,500
207,734,600

Loans to group companies bear interest at market rates and are repayable within a period inferior to one year. The interest rate as at 30 June 2015 stood, in average, at approximately 5.25%.

As at 30 June 2015 and 31 December 2014, the item State & Other public Entities are made up as follows:

30 June 2015 31 December 2014
Income tax withheld 2,359,166 2,359,147
Income tax (advanced payment) 2,126,478 2,028,682
Income tax - 3,131,602
4,485,644 7,519,431

The value registered for as Tax Income (IRC) refers to the tax saving driven by the RETGS.

The amount registered in Accrued Income includes 16,795,304 euro relative to interest o loan granted to subsidiaries.

Deferred Costs includes 471,308 euro relative to bank commissions that are deferred for the loan period.

  1. DEFERRED TAXES Deferred tax assets and liabilities as at 30 June 2015 and 31 December 2014 can be detailed as follows, split between the different types of temporary differences:
Deferred tax assets Deferred tax liabilities
30 June 2015 31 December 2014 30 June 2015 31 December 2014

During the periods ended 30 June 2015 and 31 December 2014, movements in deferred tax are as follows:

Deferred tax assets
Deferred tax liabilities
30 June 2015 31 December 2014 30 June 2015 31 December 2014
Opening balance 4,069,727 407,059 -
-
Effect in results ( Nota 17): 149,757 3,687,193 -
-
Tax losses carried forward - (24,525) -
-
Others 4,219,485 4,069,727 -
-
Effect in reserves: - - -
-
Closing balance 4,219,485 4,069,727 -
-

In accordance with the tax statements presented by companies that recorded deferred tax assets arising from tax losses carried forward, as at 30 June 2015 and 31 December 2014, tax losses carried forward can be summarized as follows:

31 December 2014
Prejuízo
fiscal
30 June 2015
Deferred
tax assets
To be
used until
Prejuízo
fiscal
Deferred tax
assets
To be
used until
Generated in 2011 1,165,089 244,669 2015 1,165,089 244,669 2015
Generated in 2013 61,175 12,847 2018 61,175 12,847 2018
Generated in 2014 11,723,660 2,461,969 2018 18,153,387 3,812,211 2018
Generated in 2015 7,142,857 1,500,000 2028 - -
20,092,781 4,219,485 19,379,651 4,069,727
  1. CASH AND CASH EQUIVALENTS As at 30 June 2015 and 31 December 2014, cash and cash equivalents can be
detailed as follows: 30 June 2015 31 December 2014
4 4
Cash
Bank deposits 11,301,226 5,112,287
Cash and cash equivalents in the balance sheet 11,301,230 5,112,291
Bank overdrafts
Cash and cash equivalents in the cash flow statement
-
11,301,230
-
5,112,291
  1. EQUITY The share capital of Sonae Capital SGPS, SA both in June 2015 and December 2014 is represented by 250,000,000 ordinary shares, which do not have the right to a

As at 30 June 2015 Sonae Capital SGPS, S.A. owns 5,885,471 own shares representing 2.354% of its share capital (6,068,850 shares as at 31 December 2014), with the value of 1,413,866 euro (1,486,301 euros as at 31 December 2014) (Note 10).

  1. RESERVES As at 30 June 2015, and 31 December 2014 the caption Other Reserves can be
30 June 2015
175,624,327
31 December 2014
159,368,447
Free reserves
Demerger reserve 132,638,252 132,638,252
Own shares reserve 1,413,866 1,486,301
309,676,446 293,493,001

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

Legal Reserve: According to the Company Law, at least 5% of the annual net profit must be transferred to the legal reserve until it represents 20% of share capital. This reserve cannot be distributed to shareholders, unless the company is liquidated, but can be used to cover prior year losses, once other reserves have been used fully, or for capital increases. As at 30 June 2015 the value of this caption is 9,463,225 euro.

Own shares reserve: This reserve, established in accordance with article 342 of the CSC, has the same amount of the value of own shares held by the company, and is unavailable as long as they are held by the company (Note 9).

  1. LOANS As at 30 June 2015 and 31 December 2014 this caption included the following loans:
30 June 2015 31 December 2014
Current Non Current Current Non Current
Bank loans
Sonae Capital SGPS - commercial paper
a)
13,000,000 - 17,253,800 -
Sonae Capital SGPS - commercial paper
d)
8,250,000 - 8,250,000 -
Sonae Capital SGPS - commercial paper
b)
- 18,200,000 - 28,900,000
Sonae Capital SGPS - commercial paper
c)
- 30,000,000 - 30,000,000
Sonae Capital SGPS
e)
3,290,000 10,692,500 3,290,000 12,337,500
Sonae Capital SGPS - commercial paper
g)
3,500,000 3,000,000 3,500,000 4,750,000
Sonae Capital SGPS - commercial paper
j)
3,000,000 - 4,000,000 -
Sonae Capital SGPS - commercial paper
i)
1,200,000 4,800,000 - -
Up-front fees not yet charged to income statement - (314,811) - (374,061)
32,240,000 66,377,689 36,293,800 75,613,439
Bank overdrafts (Nota 8) -
32,240,000
-
66,377,689
-
36,293,800
-
75,613,439
Bond Loans
Obrigações Sonae Capital 2011/2016
f)
10,000,000 - - 10,000,000
Obrigações Sonae Capital 2014/2019
h)
- 42,500,000 - 42,500,000
Up-front fees not yet charged to income statement -
10,000,000
(432,076)
42,067,924
-
-
(486,841)
52,013,159
42,240,000 108,445,614 36,293,800 127,626,597
  • a) Short term commercial paper programme, issued on 28 March 2008 and valid for a 10 year period, which may be extended at the option of Sonae Capital. Placed in investors or financial institutions and guaranteed by credit lines, with commitment of at least six months to a year,
  • placed in relationship banks. b) Commercial paper programme, with subscription guarantee, issued on 31 March 2011 and valid up to August 2018, except if the reimbursement is anticipated under the contracted terms of the
  • call/put option, in August 2016. This loan is guaranteed by a mortgage on real estate assets. c) Commercial paper programme, with subscription guarantee, issued on 27 December 2012 and
  • valid up to December 2017. d) Commercial paper programme, with subscription guarantee, issued on 31 December 2013, with
  • annual renewals up to 3 years. e) Bank loan guarantee by a mortgage on real estate, started on 2 June 2011 and valid up to
  • September 2019, with quarterly payments. f) Bond loan Sonae Capital, SGPS 2011/2016, repayable after 5 years, in one instalment, on 17
  • January 2016. This bond issue pays interest every six months. g) Commercial paper programme, with subscription guarantee, issued on 7 May 2014 and valid for a
  • 3 year period, with semi-annual payments. h) Bond loan Sonae Capital, SGPS 2014/2019, repayable after 5 years, in one instalment, on 28 May
    1. This bond issue pays interest every six months. i) Commercial paper programme, with subscription guarantee, issued on 18 March 2015 and valid till
  • March 2020, with annual payments. j) Short term commercial paper programme, with subscription guarantee, issued on 17 February 2011, with annual renewals up to a maximum of 5 years.

The interest rate on bank loans and bonds in force on 30 June 2015 was on average

3.31% Bank loans pay interest rates that are indexed to the Euribor market rates of the

period, and its fair value is considered close to its book value. In the case any Bank institution or commercial paper investor do not renew, at the maturity date, its respective loans, the Group has credit lines available to overcome such renewables.

There are no derivative instruments.

  1. OTHER CREDITORS As at 30 June 2015 and 31 December 2014 other creditors can be detailed as follows: 30 June 2015 31 December 2014
Other creditors
Group companies - Short term loans 475,875,572 472,356,998
Other creditors 4,278,838 4,191,042
480,154,410 476,548,040

As at 30 June 2015 and 31 December 2014 the caption loans granted is relative to financial operations granted to the following subsidiaries:

31 December 2014
12,513,000
21,774,000
13,000
263,000
16,030,513
232,684,567
14,301,000
3,610,000
9,000
135,685,517
35,473,400
472,356,998
30 June 2015
-
21,769,000
-
-
32,861,207
252,259,451
18,658,000
-
-
SC For - Serviços de Formação e Desenv de Rec Humanos 5000
136,142,841
14,180,073
475,875,572

Loans obtained from group companies bear interest at market rates and are repayable within one year. The interest rate as at 30 June 2015 was, in average,

approximately 0.50%. The item Other Creditors, includes 4,270,059 euros relating to transfers from subsidiaries of tax estimates under the special regime RETGS.

  1. OTHER CURRENT LIABILITIES As at 30 June 2015 and 31 December 2014 other current liabilities can be detailed as follows:
30 June 2015 31 December 2014
Other current liabilities
Taxes payable 649,449 4,170,928
Accruals:
Staff costs 266,186 339,294
Interest payable 1,566,535 657,638
Other accruals 78,172 37,253
Deferred income 613 4,292
2,560,955 5,209,406

As at 30 June 2015 and 31 December 2014 the item Taxes payable can be detailed as

30 June 2015 31 December 2014
Income taxation 613,401 4,105,403
Income taxation - amounts withheld 18,441 42,766
VAT 69 69
Social security contributions 17,538 22,690
649,449 4,170,928
  1. EXTERNAL SUPPLIES AND SERVICES As at 30 June 2015 and 2014 External Supplies and services can be detailed as
30 June 2015 30 June 2014
21,268 23,249
Operational rents
Insurance costs 26,307 25,750
Travelling expenses 10,021 12,384
Services obtained 396,727 132,010
Other services 38,012 25,480
492,334 218,874

The item Services obtained includes, in 2015, 181 thousand euro of Holding costs that have not occur in 2014. On the other hand, the shared services fee was, in 2015, up about 95 thousand euro compared to 2014.

  1. STAFF COSTS As at 30 June 2015 and 2014, staff costs were made up as follows:
30 June 2015
596,456
30 June 2014
562,016
Governing bodies' remunerations
Social security contributions 54,162 64,682
Other staff costs 44,895 15,075
695,513 641,774

16. NET FINANCIAL EXPENSES AND

INVESTMENT INCOME As at 30 June 2015 and 2014, Net Financial Expenses and Investment Income can be

30 June 2015 30 June 2014
Interest payable and similar expenses
Interest arising from:
Bank loans (1,534,553) (3,422,320)
Bonds (1,117,179) (416,208)
Other (981,303) (29,032)
Other financial expenses (1,282,436) (1,370,481)
(4,915,471) (5,238,040)
Interest receivable and similar income
Interest income 16,347,424 5,436,458
16,347,424 5,436,458
11,431,953 198,418
Net financial expenses 11,431,953 198,418
Reversal of Impairment losses (Note 4.1) (18,683,542) 775,169
Dividends received 22,184,180 14,870,786
Investment income 3,500,638 15,645,955

As at 30 June 2015, the amount of dividends received is from Spred SGPS, SA.

  1. TAXATION As at 30 June 2015 and 2014, Taxation was made up as follows:
30 June 2015 30 June 2014
Current tax 525,352 (87,045)
Deferred tax (Note 7) 149,757 4,545,496
675,109 4,458,451
  1. EARNINGS PER SHARE Earnings per share for the periods ended 30 June 2015 and 2014 were calculated taking into consideration the following amounts:
Net profit
Net profit taken into consideration to calculate basic
30 June 2015 30 June 2014
earnings per share (Net profit for the period ) 14,384,362 19,449,049
Effect of dilutive potential shares
Net profit taken into consideration to calculate
diluted earnings per share
-
14,384,362
-
19,449,049
Number of shares
Weighted average number of shares used to calculate
basic earnings per share
246,303,242 246,190,249
Weighted average number of shares used to calculate
diluted earnings per share
246,303,242 246,190,249
Earnings per share (basic and diluted) 0.058401 0.079000

19. COMPLIANCE WITH LEGAL

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

In the period ended 30 June 2015 shareholders' loan contracts were entered into

In the period ended 30 June 2015 short-term loan contracts were entered with the companies Spinveste Promoção Imobiliária, SC For - Serviços de Formação e Desenv de Rec Humanos Capwatt SGPS, SC Finance BV, Sistavac SGPS, SA, and Spred SGPS SA.

As at 30 June 2015 amounts due by affiliated companies can be summarized as follows:

757,772,903

Companies Closing Balance
CAPWATT, SGPS, S.A. 13,038,500
Imoareia - Invest. Turísticos, S.G.P.S., SA 183,569,676
Inparvi SGPS, SA 121,327
Praedium, SGPS, SA 191,741,671
SC Finance BV 346,955,000
6,679,700
SC-Eng. e Promoção Imobiliária,SGPS,S.A.
Solinca - Health & Fitness, SA 3,963,095
Sonae Turismo, SGPS, SA 11,703,934

Loans and Short term loans granted

As at 30 June 2015 amounts due to affiliated companies can be summarized as

Companies Closing Balance
SC For - Serviços de Formação e Desenv de Rec Humanos 5,000
Spred, SGPS, SA 14,180,073
Sistavac, SGPS, S.A. 18,658,000
Interlog-SGPS,SA 21,769,000
Sonae Turismo, S.G.P.S., S.A. 32,861,207
SC Hospitality, SGPS, S.A 136,142,841
SC, SGPS, SA 252,259,451
475,875,572
  1. SUBSEQUENT EVENTS No significant events, requiring further disclosure or adjusted, have occurred after 30 June 2015.

21. APPROVAL OF THE FINANCIAL

STATEMENTS These financial statements were approved by the Board of Directors and authorized for issue on 30 July 2015.

PART V LIMITED REVIEW REPORT

Report of the Board of Directors

Limited Review Report Prepared by Auditor Registered with the Securities Market Commission (CMVM) on the Consolidated Half Year Information

(Free translation from the original in Portuguese)

Introduction

1 In accordance with the Portuguese Securities Market Code (CVM), we present our limited review report on the consolidated financial information for the six-month period ended June 30, 2015 of Sonae Capital, SGPS, S.A. included in the Management Report, consolidated balance sheet (which shows total assets of Euro 614,888,045 and total shareholders' equity of Euro 308,881,605, including non-controlling interests of Euro 9,185,084 and a net profit of Euro 196,406), consolidated income statement by nature, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the period then ended, and the corresponding notes to the accounts.

2 The amounts in the consolidated financial statements, as well as those in the additional financial information, are derived from the respective accounting records.

Responsibilities

3 It is the responsibility of the Board of Directors: (a) to prepare consolidated financial information which present fairly, in all material respects, the financial position of the companies included in the consolidation, the consolidated results and the consolidated comprehensive income of their operations, the changes in consolidated equity and the consolidated cash flows; (b) to prepare historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful as required by the CVM; (c) to adopt appropriate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any significant matters which have influenced the activity, financial position or results.

4 Our responsibility is to verify the financial information included in the documents referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the CVM, for the purpose of issuing an independent and professional report based on our work.

Scope

5 Our work was performed with the objective of obtaining moderate assurance about whether the financial information referred to above is free from material misstatement. Our work was performed in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors, planned according to that objective, and consisted: (a) primarily, in enquiries and analytical procedures, to review: (i) the reliability of the assertions included in the financial information; (ii) the appropriateness and consistency of the accounting principles used, as applicable; (iii) the applicability, or not, of the going concern basis of accounting; (iv) the presentation of the financial information; (v) as to whether the consolidated financial information is complete, true, upto-date, clear, objective and lawful; and (b) of substantive tests of unusual significant transactions.

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 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 9077

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

6 Our work also covered the verification that the consolidated financial information included in the Management Report is consistent with the remaining documents referred to above.

7 We believe that the work performed provides a reasonable basis for the issue of this limited review report on the half year information.

Conclusions

9 Based on the work, which was performed with the objective of obtaining a moderate level of assurance, nothing has come to our attention that leads us to conclude that the consolidated financial information for the six-month period ended June 30, 2015 contain material misstatements that affect its conformity with International Financial Reporting Standards as adopted by the European Union and that it is not complete, true, up-to-date, clear, objective and lawful.

Report on other requirements

10 Based on the work, nothing has come to our attention that leads us to believe that the consolidated financial information included in the Management Report is not consistent with the consolidated financial information for the period.

July 31, 2015

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:

Hermínio António Paulos Afonso, R.O.C.

(This is a translation, not to be signed)

Limited Review Report Prepared by Auditor Registered with the Securities Market Commission (CMVM) on the Individual Half Year Information

(Free translation from the original in Portuguese)

Introduction

1 In accordance with the Portuguese Securities Market Code (CVM), we present our limited review report on the financial information for the six-month period ended June 30, 2015 of Sonae Capital, SGPS, S.A. included in the Management Report, balance sheet (which shows total assets of Euro 1.215.636.319 and total shareholders' equity of Euro 582.110.167, including a net profit of Euro 14.384.362), income statement by nature, statement of comprehensive income, statement of changes in equity and statement of cash flows for the period then ended, and the corresponding notes to the accounts.

2 The amounts in the financial statements, as well as those in the additional financial information, are derived from the respective accounting records.

Responsibilities

3 It is the responsibility of the Board of Directors: (a) to prepare financial information which present fairly, in all material respects, the financial position of the Company, the results and the comprehensive income of their operations, the changes in equity and the cash flows; (b) to prepare historical financial information in accordance with International Financial Reporting Standards as adopted by the European Union and which is complete, true, up-to-date, clear, objective and lawful as required by the CVM; (c) to adopt appropriate accounting policies and criteria; (d) to maintain appropriate systems of internal control; and (e) to disclose any significant matters which have influenced the activity, financial position or results.

4 Our responsibility is to verify the financial information included in the documents referred to above, namely as to whether it is complete, true, up-to-date, clear, objective and lawful, as required by the CVM, for the purpose of issuing an independent and professional report based on our work.

Scope

5 Our work was performed with the objective of obtaining moderate assurance about whether the financial information referred to above is free from material misstatement. Our work was performed in accordance with the Standards and Technical Recommendations issued by the Institute of Statutory Auditors, planned according to that objective, and consisted: (a) primarily, in enquiries and analytical procedures, to review: (i) the reliability of the assertions included in the financial information; (ii) the appropriateness and consistency of the accounting principles used, as applicable; (iii) the applicability, or not, of the going concern basis of accounting; (iv) the presentation of the financial information; (v) as to whether the consolidated financial information is complete, true, upto-date, clear, objective and lawful; and (b) of substantive tests of unusual significant transactions.

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda. o′Porto Bessa Leite Complex, Rua António Bessa Leite, 1430 - 5º, 4150-074 Porto, Portugal Tel +351 225 433 000 Fax +351 225 433 499, www.pwc.pt Matriculada na CRC sob o NUPC 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 9077 6 Our work also covered the verification that the consolidated financial information included in the Management Report is consistent with the remaining documents referred to above.

7 We believe that the work performed provides a reasonable basis for the issue of this limited review report on the half year information.

Conclusions

9 Based on the work, which was performed with the objective of obtaining a moderate level of assurance, nothing has come to our attention that leads us to conclude that the financial information for the six-month period ended June 30, 2015 contain material misstatements that affect its conformity with International Financial Reporting Standards as adopted by the European Union and that it is not complete, true, up-to-date, clear, objective and lawful.

Report on other requirements

10 Based on the work, nothing has come to our attention that leads us to believe that the financial information included in the Management Report is not consistent with the financial information for the period.

July 31, 2015

PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda Registered in the Comissão do Mercado de Valores Mobiliários with no. 9077 represented by:

Hermínio António Paulos Afonso, R.O.C.

(This is a translation, not to be signed)

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